The parties are Davenport District Hospitality, Inc. dba The Bing Crosby Theater, hereinafter referred to as "The Bing Crosby Theater," and"Licensee” as named “Presenter” in the Rental Agreement
(a) The Bing Crosby Theater grants the Licensee an exclusive license, for the period of time as set forth in the Rental Agreement to enter and use the Premises at 901 West Sprague, Spokane, WA and specified facilities of the Premises identified below, subject to the terms of this Agreement, and solely for the above described event, to consist of:
(i) [XX] premises seating capacity
(ii) [XX] house lighting system;
(iii) [XX] stage and stage lighting system;
(iv) [XX] dressing rooms;
(v) [XX] lobby areas;
(vi) [XX] heating and ventilation systems;
(vii) XX] limited storage space;
(viii) [XX] limited house cleaning services.
(b) Said license shall not include use of property, facilities or designated areas by other parties lawfully on the Premises.
(c) Licensee acknowledges it has had an opportunity to examine the Premises, facilities and equipment, and accepts the same in their condition as is.
(d) This contract does not include personnel necessary to operate equipment. Required minimum support personnel are identified in provision 7 below.
(a)The Licensee shall be permitted to utilize the Premises in accordance with the schedule indicated in the Rental Agreement
(b) The Licensee shall relinquish all use and remove all items caused by Licensee to be used or stored on the Premises, and restore the Premises to The Bing, in the same condition as received. Failure to do so shall result in additional storage, cleaning and/or damage fees as determined by the Manager.
For the performance, the Licensee agrees to pay The Bing the balance of the rental fee of as outlined in the Rental Agreement plus applicable staffing fees (see section 7), within 5 days of the performance. Payment shall be by certified check or other form acceptable to the Manager.
(b) Where fees are expressed as a percentage of gate receipts, said receipts shall include all sums from gross ticket sales whatsoever, with no deductions allowable for taxes, costs or other expenses. Licensee further agrees to pay interest on all amounts not paid as provided above at the rate of 12% per annum from the payment due date.
(c) A $2.00 Bing Crosby Theater Facilities Fee per ticket is added to the Licensee Ticket Price.
(d) There is a $15.00 charge per bagged parking space.
5. Deposit; Liquidated damages for cancellation:
(a) The Licensee further agrees to pay to The Bing Crosby Theater, a non-refundable deposit as indicated in the Rental Agreement by cashiers check or in a form acceptable to the Manager. Said deposit will be credited to Licensee's account per performance.
(b) Said deposit shall be held by The Bing Crosby Theater, as a security deposit to secure full performance of Licensee's obligations hereunder including payment of use fees, against potential damage to the Premises, incidental expenses and liquidated damages as provided hereafter.
(c) If the Licensee cancels the event or if The Bing Crosby Theater reasonably deems itself insecure because of the Licensee's apparent or actual inability to perform in accordance with this Agreement, The Bing Crosby Theater may declare a default, and said Licensee shall pay to The Bing Crosby Theater a sum equal to the Rental Fee, as liquidated damages for the loss of use fees; and in addition thereto, Licensee shall pay all consequential damages, fees or expenses incurred by The Bing Crosby Theater. The Bing Crosby Theater may apply the security sum against the above sums.
(d) The parties agree that the damages for The Bing Crosby Theater's loss of use fees are difficult to ascertain or predict. The above set forth amount of liquidated damages is a reasonable estimate of the damages which would actually be suffered by The Bing Crosby Theater for loss of use fees. This remedy is in addition to all other remedies in contract or law.
6. Minimum Support Personnel:
(a) Licensee agrees to employ, at it's sole expense and liability, such minimum security, admission and support personnel as deemed necessary by the Manager to assure safety of the patrons and Premises and proper production of the event. Licensee shall obtain the advance approval of the Manager for the use of any paid or volunteer staff. No designation or approval of personnel by the Manager shall relieve the Licensee from any obligations hereunder.
(b) Licensee acknowledges it has had an opportunity to examine the qualifications and services to be provided by any security, admissions and support personnel designated by The Bing Crosby Theater, accepts the same, and agrees to pay for said services promptly and in full.
(c) Licensee is responsible for Security and Ushers if needed.
(d) The minimum support personnel requirements may be revised at the option of the Manager if the Manager, in his sole discretion, determines such a need exists to better assure the safety of the patrons and the Premises or to properly produce the event. Licensee will be notified of any minimum support personnel changes in a timely manner. Licensee will be responsible for any additional expenses associated with such minimum support personnel changes.
7. Tickets; Proceeds:
(a) All costs for ticket agent services, if any, are the sole responsibility of the Licensee.
(b) Unless specifically exempted in writing by the Manager, all tickets shall be handled on a reserved seat basis.
(c) Unless specifically exempted in writing by the Manager, all ticket services shall be provided by Tickets West.
(d) Licensee shall be permitted reasonable access to the box office during ticket selling periods as determined by the Manager. Licensee shall maintain an accounting of all ticket sale proceeds which shall be made available to the Manager upon request.
(e) Licensee does hereby assign, transfer and set over to The Bing Crosby Theater all funds now held or hereafter to be held by, or under control of Tickets West or similar party and which funds represent proceeds of ticket sales for the event described herein. Licensee does hereby authorize Tickets West or similar parties to deliver to The Bing Crosby Theater, upon its request therefore, all such funds above-described and does hereby further authorize The Bing Crosby Theater to receive and accept such funds in full or partial satisfaction of all sums due pursuant to this agreement. Licensee represents and warrants that it has made no previous or other assignment, transfer, sale or conveyance of such funds or it's right to receive same, whether for security purposes or otherwise, and that no action or proceeding has been instituted or is threatened for the attachment, garnishment or otherwise with respect to such funds. This assignment is irrevocable without the prior written consent of The Bing Crosby Theater. Licensee does hereby consent to The Bing Crosby Theater's written notification of this assignment to Tickets West or similar party holding or expected to hold funds as desired herein.
8. Concession Rights:
(a) The Bing reserves all concession rights for food, beverage and merchandising services for events licensed hereunder.
(b) Licensee acknowledges that it has had as opportunity to review catering services to be provided.
(c) Licensee agrees that any concession sales that the Licensee is authorized to make shall be subject to a Bing commission of the gross proceeds from such sales at the Premises as determined by the Manager.
9. Independent Contractor:
Licensee is an independent contractor and not an employee of The Bing Crosby Theater. All employees and agents of the Licensee are also independent contractors and not employees of The Bing Crosby Theater.
Unless otherwise specified, electricity needs of the Licensee, other than the regular house lights or normal facility operations, shall be paid by for by the Licensee. All electrical connections must be made by an electrical contractor approved in advance by the Manager at the sole expense of the Licensee. Equipment and services provided by the Licensee must comply with all the applicable codes, regulations, and federal, state and local statutes.
The Bing Crosby Theater agrees to furnish water by means of appliances installed for ordinary toilet or janitorial purposes, but for no other purposes, unless otherwise specifically provided for in this contract. Toilets and water apparatus will not be used for any purposes other than for which they are constructed and no foreign substances shall be thrown therein. Any damage resulting from misuse shall be paid by the Licensee.
Licensee understands all paid admission events held at the Premises are subject to City and State admission taxes. The Licensee agrees to pay these and all other taxes imposed in connection with its holding or exercise of privileges under this agreement.
Licensee agrees not to represent, advertise or allow others to represent or advertise that The Bing Crosby Theater is sponsoring the event held at the Premises without written authorization of the Manager.
14 Copyrighted Material:
Licensee represents and warrants, on it's own behalf and on the behalf of the Artist/Performer's, that all copyrighted material to be performed (or movies to be presented) has been duly licensed or authorized by the copyright owners or their representatives and Licensee further represents and warrants, on it's own behalf on the behalf of Artist/Performer's, that any and all royalty fees, or other fees or charges, arising from the use of copyrighted material in this performance has been authorized and paid in full. Licensee specifically agrees to fully indemnify and hold harmless The Bing Crosby Theater, related entities, its agents and employees against any losses, costs, claims, damages, suits, threats, demands, causes of action, attorney fees or liabilities relating to copyright or trademark violations or claims. Licensee’s representations and warranties herein shall apply during the term of this agreement and continue to apply following the termination of this agreement.
The Licensee guarantees the appearance of named performers advertised at the event as specified. In the event an advertised performer must cancel, Licensee must notify the Manager immediately. In addition, Licensee must place signs so indicating the cancellation outside the facility entrances at locations designated by the Manager, must make an official announcement before the start of the program, and must make a bona fide offer of refund to all ticket holders. The manner and circumstances of the refund, if necessary, will be determined by the Manager. All refunds and expenses of refund arrangements shall be paid by the Licensee.
16. Crowd Safety; Access:
(a) Licensee shall not admit to the Premises a larger number of persons than can safely and freely move about in the Premises and the decision of the Manager in this respect shall be final. Licensee will not permit chairs or obstacles in the passageways or fire exits in the Premises and will keep all passageways and fire exits clear at all times. Licensee will further keep clear for public use all sidewalks adjacent to The Bing Crosby Theater.
(b) Licensee agrees not to sell or dispose of, or permit to be sold or disposed of, any tickets for any scheduled event in excess of the seating capacity of the Premises.
(c) The Bing Crosby Theater reserves the right to require the doors to the public seating area to be opened to the public a specified time before the event, as determined by the Manager.
(a) Erection of any special apparatus, scaffolding, or other built-up structures is the responsibility of the Licensee, but, in order to insure safety to performers and the public, such apparatus shall be installed according to the specifications and requirements of the Manager.
(b) Use and placement of all production equipment, included but not limited to mixing consoles, other lighting or sound equipment, shall be arranged with the Manager prior to installation and is subject to his approval.
18. Lawful Use:
Licensee agrees to comply with all the laws of the United States and the State of Washington, and all of the ordinances of the City of Spokane, Washington, and the rules and regulations of The Bing Crosby Theater for the management of The Bing Crosby Theater, together with all rules and regulations of the Police and Fire Departments of the City of Spokane. Licensee will make an effort to familiarize itself with these regulations.
19. Use of Flame:
The Licensee agrees that it shall not stage any act or performance in which fire or flame is involved without first having obtained the prior written permission of the Manager and Chief of the Fire Department of the City of Spokane. The Licensee further agrees that it will not use any decorative materials prohibited by City ordinance, or any similar flammable or combustible materials in or about the Premises.
20. Care of the Premises:
(a) Licensee shall not injure, mark, or in any manner deface said Premises or any equipment contained therein, and shall not cause or permit anything to be done whereby the said Premises shall be in any manner injured, marred or defaced; and will not drive or permit to be driven nails, hooks, tacks or screws into any part of said building or equipment contained therein.
(b) No signs or posters may be attached to any portion of the Premises by any means, including duct tape, masking tape or tacks without prior approval of the Manager.
(c) No advertising or other matter shall be placed or posted in or about the Premises without the Manager's written approval.
(d) Licensee agrees to keep the Premises clean and safe from damage by Employees of Licensee or any other third parties, including event patrons.
(e) The Bing Crosby Theater reserves the right to require the Licensee to take such reasonable protective measures as the Manager may determine necessary to insure the preservation and protection of the Premises and equipment contained therein.
(f) The Bing Crosby Theater reserves the right to remove from the Premises any person deemed objectionable by the Manager for the reason that they may be causing a disturbance on the Premises or damage to the Premises or equipment contained therein.
(g) In the event of damage or alteration to the Premises or equipment, Licensee agrees to pay to The Bing Crosby Theater, on demand, such sums needed to fully restore the Premises or equipment, or repair the damage, or replace the altered or damaged portions, at The Bing Crosby Theater's option. Such damage shall include crowd damage as a result of failure to maintain order and/or to have a sufficient security force needed to maintain order.
Licensee agrees to obtain at it's own cost and expense public liability insurance with combined bodily injury and property damage limits in the amount of One Million Dollars ($1,000,000.00), in a form satisfactory to the Manager; and the Licensee shall, at the time of the execution of this agreement, furnish the Manager with a copy of said policy or a certificate that such insurance has been issued, a copy of the endorsement so adding that The Bing Crosby Theater and GVD Hospitality, Inc. and GVD Commercial Properties, Inc. (“GVD”) shall be named as an additional insured there under. As evidence that The Bing Crosby Theater is named as an additional insured, a copy of the endorsement so adding GVD and The Bing Crosby Theater shall also be furnished by the Licensee.
22. Performance Bond:
At the Manager's discretion Licensee may be required to purchase a performance bond to guarantee payment of all expenses incurred by the Licensee in the event of default by the Licensee.
(a) Licensee will indemnify and hold harmless The Bing Crosby Theater and GVD from all losses of liability, from death or injury to any person or damage to property, arising from any acts, negligence or omissions of the Licensee, it's agents, employees, or event patrons in or about the Premises, or arising directly or indirectly as a consequence of a breach of any of the terms and conditions of this agreement.
(b) Licensee waives all claims against The Bing Crosby Theater and GVD on account of any loss or liability, damage, death or injury from whatever cause which may occur to it or its property in the use and occupancy of the Premises, the giving of this waiver being one of the conditions upon which this license is granted.
(c) Licensee waives all claims for loss or injury to persons or property sustained by reason of any defect, deficiency, failure or impairment of the Premises or any service to or in the Premises, including but not limited to the water supply system, heating system, wires leading to or inside the Premises, and gas, electric or telephone systems, or from any other source.
(d) The Licensee assumes full responsibility for equipment bought or used and for the acts and conduct of all event participants and all persons admitted to the Premises by consent of said Licensee.
(e) Lost articles of the public discovered by the Licensee shall be promptly given to the Manager who shall oversee the return of said articles to the rightful owner.
(f) In the event property of the Licensee or any third party is removed, disposed, and/or stored by The Bing Crosby Theater pursuant to any provision of this agreement, all costs of removal, disposal or storage shall be at the sole expense and liability of the Licensee. Licensee waives all claims for damages or destruction of its property and agrees to indemnify and hold harmless The Bing Crosby Theater and GVD from losses, liability, or claims of any third parties.
24.. Agreement Suspended:
In the event of impossibility or impracticality of performance by The Bing Crosby Theater because the Premises or any part thereof is destroyed, damaged, or rendered unfit for occupancy; or in case of emergency, this agreement shall, at the Manager's option, be suspended and The Bing Crosby Theater shall return to the Licensee any advance payment without further liability or obligation.
25.. License; Licensee Remedies:
(a) The parties understand this agreement constitutes a revocable license and not a lease. If at any time, in the judgment of the Manager, the uses of the Premises by the Licensee are improper, illegal or unsafe; the Licensee shall either cease and desist from continuing such objectionable uses or surrender the Premises forthwith upon demand of the manager, but shall not be relieved of any other obligation under this agreement.
(b) Recovery by the Licensee for reason of The Bing Crosby Theater's unwillingness or inability to provide the Premises licensed under this agreement for any reason shall be limited to return of any advance deposit. Incidental or consequential damages shall be recoverable only up to the total amount of consideration actually paid as rental to The Bing Crosby Theater hereunder.
26. Additional Remedies:
(a) In addition to the terms of Provision 6 (c), in the event of default in any of the terms of this agreement, or if the premises become vacant for any reason;
(i) This agreement, at the option of the Manager, shall cease and terminate and the relationship of the parties shall be the same in all respects as if the term had fully expired and The Bing Crosby Theater may re-enter the Premises by force or otherwise and/or resort to any legal proceedings to obtain such possession and the Licensee shall notwithstanding be liable for all the use fees and incidental and consequential damages, and/or
(ii) The Bing Crosby Theater may revoke entirely the use of the Premises as the agent of the Licensee and receive the use fees or expenses incurred or owed by the Licensee.
(b) At any time after default or vacancy as above stated, The Bing Crosby Theater may forthwith re-enter and repossess the Premises exclusively and remove all persons or property and/or proceed by any suitable action or proceedings at law or in equity, including summary eviction proceedings. All costs of removal and storage shall be borne by Licensee. No claim for constructive eviction is allowed.
27. Attorney's Fees:
In case suit or action is instituted by either party to enforce compliance with this agreement, the prevailing party shall be entitled to costs and reasonable attorney's fees, however licensee shatll not be entitled to any sum in excess of $1,000.00. Said sums shall include attorney's fees and costs required to enforce the provisions of this agreement as well as to defend or prosecute any action in tort or contract arising as a consequence of a party's failure to perform its obligations in full hereunder.
(a) The illegality or unenforceability of any of the provisions of this contract shall not render the remainder unenforceable if the basis of the agreement can still be fairly implemented.
(b) Waiver by The Bing Crosby Theater of any term of this agreement in any specific circumstance shall not be deeded a waiver in any subsequent circumstance.
29. Place of Agreement:
This Agreement is deemed made in the State of Washington. Licensee consents to jurisdiction of the courts of the State of Washington and to venue in Spokane County and agrees that the laws of the State of Washington shall govern questions of construction or interpretation arising in connection with this agreement.
30. Effective Date:
This agreement shall become effective when accepted by the Licensee and then by the Manager.
31. Time of Essence:
Time shall be of the essence in the payment of fees and performance of Licensee's obligations hereunder.
This agreement and or the Rental Agreement is not assignable without written approval. This agreement shall not be construed to favor or disfavor either party.
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