Conference/Public Meeting Agendas/Documents — Packet

and iv. If any aspect of Licensee’s operations fails to comply with the terms herein, Township will notify Licensee of the failure. Upon such notification, Licensee shall have fifteen (15) days in which to correct such failure. If such failure is not corrected within fifteen (15) days, Township may terminate this Agreement on five (5) days written notice. 26. Agreement Binding on Successors, Representatives, and Assigns. The provisions of this Agreement shall apply to, bind, and inure to the benefit of Township andLicensee, their successors, legal representatives, and assigns. It is understood that the term “Township” as used in this Agreement means only the owner, or the mortgagees in possession, or the lessee for the time being, of the Premises, so that if the Premises are sold or leased or if the mortgagee takes possession of the premises, Township shall be entirely freed and relieved of all covenants and obligations of Township accruing after such sale, Agreement, or taking of possession, and it shall be deemed without further agreement that the purchaser, the lessee, or the mortgagee in possession has assumed and agreed to carry out any and all of Township’s covenants and obligations. 4

27. Dissolution. In the event of dissolution of Licensee, any and all assets ofLicensee at Premises and any other entity or endowment formed for the purpose of supporting programming at the Oskar Schindler Performing Arts Center, shall be donated to a 501(c)3 organization in West Orange operating for the purpose of the continuation and perpetuation of cultural and arts programs in West Orange, New Jersey. The above terms and conditions of this lease agreement are hereby agreed to by and between the Parties executing below on this ____ day of _________________ 2012. Township of West Orange a New Jersey Municipal Corporation, Township By: Robert D. Parisi, Mayor By: Karen J. Carnevale, Municipal Clerk NEW JERSEY ARTS INCUBATOR a New Jersey Not for Profit Corporation, Licensee By: Amy Simon, Chairperson By: _________________, Secretary 566015_2 5

REVISED SEPTEMBER 4, 2012 177-12 SUBLICENSE AGREEMENT 1. THIS AGREEMENT, made and entered into this ______ day of _________, 20_, between New Jersey Arts Incubator (NJAI) hereinafter called the Licensee, and________________of Address: ____________City: ________________State: ____________Zip: _______ hereinafter called the Sublicensee. 2. Witnesseth, That the said Licensee, in consideration of the rents hereinafter provided for, and the covenants and agreements hereinafter contained, and of the payments of such rents and the performance by the Sublicensee of all such covenants and conditions, hereby gives and grants unto the said Sublicensee the right to use the following portions, and no other, of the building or facility known as OSPAC together with the usual entrances and exits to the same and such additional space as the Licensee in its discretion shall allocate to the Sublicensee to be used for the purpose of and for no other purpose whatsoever without written consent of theLicensee, for a period commencing on: date _________________, time ____________ and ending on: date __________, time __________. 3. The Sublicensee agrees to pay the Licensee a fee for use of the space the sum of $___________ plus the additional sum of $ ___________ for front house staff, technical support, and a damage deposit for a total sum of $______________. All checks must be made payable to NJAI. 4. The Sublicensee shall not be permitted to sell or permit use or consumption of any tobacco products or alcohol on the Premises. If souvenirs, records, programs, etc. are sold, Sub -Licensee must obtain permission in writing from the Licensor and the Licensor will receive __% of all gross sales. 5. NJAI designated personnel shall have free access at all times to all space occupied by the Sublicensee. 6. The Licensee shall not be responsible for payment of any Federal, State or local taxes arising out of, or in connection with, the use of said Premises by the Sublicensee. The Licensee and Township shall not be liable for any loss by theft or otherwise, damage by accident, fire, action of the elements or other cause, to machinery, equipment, paraphernalia, costumes, clothing, trucks, exhibit materials, scenery, musical

any loss by theft or otherwise, damage by accident, fire, action of the elements or other cause, to machinery, equipment, paraphernalia, costumes, clothing, trucks, exhibit materials, scenery, musical instruments or cause for same, or any other property of the Sublicensee. 7. The Sublicensee shall not assign or transfer this agreement to third parties without the written consent of the Licensee. In the event that the Sublicensee transfers this agreement in violation of terms of this Subicense, Licensee shall have the right to terminate the agreement with or without process of the law and the Sublicensee agrees to peaceably give up possession of the Premises immediately. 8. The Sublicensee will be liable for all damage to buildings and equipment incident to theSublicensee's use of the Premises and agrees to indemnify and hold harmless the Licensee and Township from any claims or suits arising out of the injury or death to any person or damage to any property resulting from the use of said building by Sublicensee. The Sublicensee covenants that if the Licensee/or the Township is made a party to any litigation related to Sublicensee’s use and occupancy of the Premises, then the Sublicensee shall pay all costs incurred or imposed.

REVISED SEPTEMBER 4, 2012 9. Force Majeure clause: Neither the Licensee nor the Township, their agents shall be held liable for any damage arising from the cancellation of an event due to acts of God, war, civil unrest, homeland security issues, or other conditions not in the control of Licensee or Township. 10. The Licensee shall in no way be construed as co-sponsored of any activity of theSublicensee and shall not be implied in any advertising, handbills, public service announcements, etc. The logotype of NJAI and its agents (including but not limited to the seal and logotype of NJAI) remain the property of the Licensee and shall not be used, except with the permission of NJAI. 11. All fees and other sums herein provided to be paid whether due or not shall be and constitute a first lien on all property of the Sublicensee in or upon the Premises at the time of any default hereunder. The Sublicensee hereby mortgages or pledges said property of the Sublicensee for the purpose of securing the payment of all fees and sums to be paid. In the event of such default the Licensee may take possession of any and all of said property including box office receipts and hold the same until such default has been remedied, and if not remedied or satisfied within ten days of such shall apply the proceeds therefrom to the satisfaction of any amounts due the Licensee and shall pay over to the Sublicensee any sums remaining therefrom. 12. All equipment, materials, props; etc. brought on to the Premises shall be removed immediately after the program unless prior agreement has been made in writing. Any property left on the Premises by the Sublicensee shall, after a period of 48 hours from the last day of occupancy be deemed abandoned and becomes the property of the Licensee to be disposed of or utilized at Licensee’s discretion. 13. The Sublicensee agrees that it will faithfully use and occupy said Premises hereby demised in accordance with the laws of New Jersey and the ordinances, rules, and regulations of the Township. 14. Payment of Deposit and Fees: Rental Deposits are 50% of the rental fees and 100% of the damage deposit is required at signing of contract. The balance is due no later than 10 business days prior to the event. If balance is not paid, NJAI has the right to cancel the contract. 15. Safety Compliance - The Sublicensee shall

f contract. The balance is due no later than 10 business days prior to the event. If balance is not paid, NJAI has the right to cancel the contract. 15. Safety Compliance - The Sublicensee shall use and occupy said Premises in a safe and careful manner. And shall comply with all applicable and municipal, state and federal laws, and rules and regulations as prescribed by the fire and police departments, ADA regulations and other governmental authorities, as may be in force and effect during the tenancy period. 16. The terms of this agreement shall be governed by the laws of New Jersey. Any dispute arising from this agreement shall be resolved in the Courts of Essex County. The Sublicensee expressly consents to be subject to personal jurisdiction in all Courts located in the State of New Jersey. The Sublicensee stipulates that Licensee and/or the Township may seek emergent relief by way of injunction. The Sublicensee stipulates that monetary damages may be difficult to calculate and will not be sufficient to remedy any harm or injury and therefore temporary or interim relief is necessary and appropriate. 17. Every provision of this Agreement shall be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the reminder of this agreement.

REVISED SEPTEMBER 4, 2012 18. By signing this Sublicense Agreement, Sublicensee acknowledges that it has read and agrees to the Rules and Regulations concerning the running of OSPAC attached hereto. IN WITNESS WHEREOF, the parties have duly executed this instrument the day and year first above written. Sublicensee: __________________________________ Licensee: New Jersey Arts Incubator BY: _____________________________________BY:___________________________ DATE: ________________________________________________________ DATE:___________________________ 606580_1

REVISED SEPTEMBER 4, 2012 Oskar Schindler Performing Arts Center (OSPAC) Rules and Regulations The following Rules and Regulations shall apply for all uses and any Sublicensee of thePremises known as the Oskar Schindler Performing Arts Center ("OSPAC"). All Rules and Regulations are subject to change with approval of the Township of West Orange. Capitalized terms not defined herein are defined in either the License Agreement or theSublicense Agreement. 1. Staff: Sublicensee shall utilize a prepared, certified or licensed personnel with regard to any electrical systems at the Premises. 2. Supervisory Personnel : Sublicensee will be held responsible for the proper use of OSPAC. It must provide sufficient supervision to monitor the conduct of all the persons attending and shall insure that the activities are confined to the areas and hours requested and agreed upon in the application. Sublicensee must identify a site manager who will be at OSPAC during the entire term of the license. 3. Loss or Damage: In the event that property loss or damage is incurred during such use or occupancy the amount of damages shall be determined by the Township and NJAI and a bill for damages will be presented to the Sublicensee. To avoid conflict as to any loss or damages, a pre inspection will be made and a post performance inspection will also be completed. Both the pre and post inspection must be signed off by an authorized representative of NJAI. 4. Approval of Sublicensee : All applicants requesting use must be approved by NJAI. 5. Cancellations: A written request for cancellation must be received no less than thirty (30) days in advance of the agreed upon starting time. Failure to cancel shall obligate the applicant to pay a custodial service fee and any other expenses incurred. . Cancellation shall be permitted more than thirty (30) days of load in for performance fifty (50%) percent of deposit will be forfeited for cancellation. The full contract amount will be due for any cancellation within the thirty (30) day period before the performance. Rain dates will be declared in the contract. Sublicensee shall be responsible for payment in the event of weather delays or

within the thirty (30) day period before the performance. Rain dates will be declared in the contract. Sublicensee shall be responsible for payment in the event of weather delays or cancellations. Neither Township nor NJAI shall be held responsible for cancellations due to causes beyond its control, such as strikes, lockouts or force majeure. Weather rescheduling shall be subject to NJAI's schedule and availability. No guarantees exist as to rescheduled dates. 6. Safety Coverage: All Sublicensees must provide spectators insurance listing the Township and NJAI as additional insureds. Sublicensee is responsible for arranging and paying for the appropriate safety coverage. Sublicensee must

REVISED SEPTEMBER 4, 2012 present proof of insurance coverage tithe NJAI Executive Director and Township Business Administrator at least three business days in advance of all usage. 7. Safety Regulations: Sublicensee must comply and observe all local, state and federal safety regulations and laws at all times. 8. Drinking, Drugs, Profane language and Smoking : The sale and/or use of alcoholic beverages, drugs, tobacco products, profane language or gambling in any form is strictly forbidden at all times. 9. Custodial/Supervisory Care: Adequate custodial service is mandatory. EachSublicensee using OSPAC must assign sufficient custodial/supervisory personnel for continuous duty during the time agreed upon in the application. The NJAI Executive Director will indicate the number of custodians required dependent upon the size of the event, the day of the week, and the set up required. The Sublicensee will be charged the current custodial rate. The fee to be charged will be based on when the custodian reported for the event and until he or she has finished the necessary cleaning up at the conclusion of the event with a minimum charge of four (4) hours. This paragraph shall not apply to West Orange Township events where custodial services are provided by the Township. Approval of custodial services provided by Sublicensee must be approved by Executive Director prior to such services being utilized showing adequate liability insurance for such service. 10. Fees: All checks shall be made payable to NJAI. A non-refundable deposit of 50% of the total cost for the rental agreement must be paid by the applicant at the time that the agreement is made which can be entered into no later than 30 days prior to the first day of rental period. There shall also be a security deposit in an amount fixed by NJAI. For each rental all or a portion of the deposit will be returned at the conclusion of the contract unless the NJAI Executive Director finds cause to retain it for loss or damage in or to the facility or property. Final payment is due two (2) days before load in. Billing for remaining rental fees, technical cost, custodial cost and other expenses from the rental agreement will be sent upon completion of the event. Payment of these services will be expected within ten (10)