Public Township Council Meeting — Packet

eives the required insurance. 6. Usage. Licensee shall have the non-exclusive use of the Premises during the term of the Agreement. The Township may utilize the facilities for West Orange Township events with notice at least thirty (30) days in advance. All other such outside community users will be subject to the attached rules and regulations, and will sign a license or sublease agreement with Licensee covering such usage on reasonable terms and conditions of Licensee and agrees to pay any out of pocket expenses of Licensee. Licensee shall be permitted to license the Premises for events or ongoing community related services which agree to license or sublease the Premises and which do not interfere with NJAI’s obligation to provide at least eight (8) programs annually at the Premises. Programming content shall be family oriented as determined by the Township Business Administrator. All licensees of the Premises through NJAI shall be subject to this master Agreement, which will be indicated in such sublicensing

agreement. All Licensee or Sub-Licensees must be not-for-profit organizations authorized to do business in the State of New Jersey. The Licensee agrees that the Township may choose to continue an annual jazz or other music festival in September which Licensee shall reasonably cooperate with. 7. Licensee's Care. Licensee will commit no act of waste, will take good care of the Premises, and will comply with all laws, regulations, rules, and orders of any federal, state, or local government agencies or departments. Licensee will not abandon the Premises and will do nothing that could increase the cost of Township's fire or public liability insurance. 8. Repairs. Township will make all necessary repairs to the Premises at Township's expense except when the repairs are needed because of misuse or neglect byLicensee or by persons under Licensee's control or on the Premises at Licensee's invitation, in which even, Licensee shall make those repairs at Licensee's own expense. 9. Improvements. Without Township's written consent in advance, Licensee shall not alter, add to, or improve the Premises. Any improvements made by Licensee that constitute fixtures or cannot be removed without material harm to the Premises shall be Township's property upon installation. All of Licensee's personal property shall be removed by Licensee before the termination of this Agreement. Licensee, at the same time, shall repair any injury done to the Premises in connection with the installation and removal of the improvements and the personal property. Licensee shall surrender the Premises in the same condition as they were at beginning of the term, reasonable wear and tear and injury caused by conditions or events beyond Licensee's control excepted. 10. Abandoned Property. All of Licensee's property remaining on the premises after this Agreement terminates shall be deemed abandoned and the sole property of the Township. 11. Rules and Regulations. Attached to this agreement is a copy of certain Rules and Regulations. The rules and regulations are for use of the Premises by persons or entities who will execute a licensee agreement with Licensee for the use of the Premises. Any changes to these rules and regulations will be submitted to the Township and must be approved in writing before implementation. 12.

greement with Licensee for the use of the Premises. Any changes to these rules and regulations will be submitted to the Township and must be approved in writing before implementation. 12. Services. Township shall provide utilities to the Premises, including heat, hot water, electric and gas, if any. Township also agrees, in its discretion, to provide auxiliary police officers when necessary. Township shall retain the right to implement any cost saving features that do not substantially interfere with the use of the Premises by Licensee. Township shall provide garbage collection and landscaping services to the Premises. Licensee agrees to bag and place all garbage in a secure area. Township agrees to maintain the electrical, plumbing, HVAC and structural systems on the Premises. 13. Damage to Building. If the Premises are damaged by fire or any other cause, so that the cost of restoration, as reasonably estimated by Township, equals or exceeds fifty (50%) percent of the Premise's replacement value (exclusive of foundations) just prior to the damage, then Township may, no later than thirty (30) days following the damage, give Licensee notice of election to terminate this Agreement. If the cost of restoration equals or exceeds fifty (50%) percent of the replacement value and if the Premises are not reasonably usable for the purposes for which they are leased, Licensee may, no later than thirty days following the damage, give Township notice of election to terminate this Agreement. In the event of either of these elections, this Agreement shall terminate on the 31st day after the giving of notice, 2

andLicensee shall surrender possession of the premises within a reasonable time. If the cost of restoration as estimated by Township amounts to less than fifty (50%) percent of the replacement value of the Premises, or if despite the cost Township does not elect to terminate this Agreement, Township shall restore the Premises and the premises with reasonable promptness, subject to delays in the making of insurance adjustments by Township, andLicensee shall have no right to terminate this Agreement except as provided in this Paragraph.Township need not restore fixtures and improvements owned by Licensee. 14. Township May Cure Defaults. If Licensee defaults in the performance of any covenant or condition of this Agreement, Township may, on reasonable notice to Licensee (except that no notice need be given in case of emergency), cure the default. Licensee shall have reasonable opportunity to cure default prior to Township action to cure default. 15. Default. If Licensee fails to comply with any term and condition herein, the Township may terminate this Agreement on five (5) days notice. 16. Notices. Any notice by either party to the other shall be in writing and shall be deemed to be properly given only if delivered personally or mailed by registered or certified mail, return receipt requested, addressed (a) if to Licensee, at the above indicated location; (b) if toTownship, at Township’s address set out in this Agreement; or (c) at such addresses asLicensee or Township from time to time may designate in writing. Notice shall be deemed to have been given upon delivery if delivered personally, and if mailed, upon the third day after the date of mailing. 17. Township’s Right to Inspect Premises. Township may enter the premises at any reasonable time on reasonable notice to Licensee (except that no notice is needed in case of emergency) to inspect the premises or make those repairs, replacements, and additions to the premises or the Building, ad Township deems necessary or desirable. Licensee shall have no claim or cause of action against Township solely for entering the premises in accordance with the Paragraph. 18. Interruption of Services or of Occupancy. Interruption or curtailment of any service maintained in the Building if caused by strikes, mechanical difficulties, or any other causes beyond Township’s

. Interruption of Services or of Occupancy. Interruption or curtailment of any service maintained in the Building if caused by strikes, mechanical difficulties, or any other causes beyond Township’s control shall not entitle Licensee to any claim against Township or to any abatement in rent, nor shall they constitute constructive or partial eviction, unless Township fails to take measures that are reasonable in the circumstances to restore the service without undue delay. 19. Elements of Construction Eviction. Licensee shall not be entitled to claim a constructive eviction from the premises unless Licensee shall have first notified Township in writing of the condition giving rise to the claim and, if the complaints are justified, unless Township fails to remedy the condition within a reasonable time after receipt of the notice. 20. No Representations. Neither party has made any representations or promises, other than those contained in this Agreement or in some further writing signed by the party making the representation or promise. 21. Covenant of Quiet Enjoyment. Township covenants that as long as Licensee pays the rent and any additional rent required under this Agreement and performs Licensee’s covenants, Licensee shall peaceably and quietly have, hold, and enjoy the premises for the term provided, subject to the provisions of this Agreement. 3

22. Waiver of Jury Trial. To the extent waiver is permitted by law, the parties waive trial by jury in any action or proceeding brought in connection with this Agreement or the premises. 23. Captions. The captions in this Agreement are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Agreement or any of its provisions. 24. No Assignment. The Licensee is not permitted to assign any aspect of this Agreement to any entity or person without the express written consent of the Township which consent may be withheld by the Township, in its sole discretion. 25. Licensee's Non-Profit Existence and Board of Trustees. The Licensee represents and warrants that it is and will remain a non-profit organization organized in accordance with the Internal Revenue Code provisions 501(c)(3). The Licensee's sole purpose and mission shall be to further the arts and cultural enrichment. Specifically, the Licensee shall be organized to (i) operate the performing arts center in the Township of West Orange for the cultural and educational benefit of the community, and (ii) to develop, produce and promote events of a musical or theatrical nature for the benefit of the Township. The Licensee agrees that its Board of Trustees will consist of the following: i. The Mayor and the Township Council shall each be permitted to appoint one (1) non-voting liaison to the Licensee's Board of Trustees and the Business Administrator or his/her designee of the Township shall be notified not less than five (5) days before all Board of Trustees meetings; ii. The Township Business Administrator shall be provided with a copy of all minutes, resolutions and other actions by the Licensee's Board of Trustees within five (5) days of any such meetings or actions; iii. The Township shall be provided with financial statements not less than quarterly which shall provide a full accounting of all income, assets, disbursements, liabilities, grants and other financial information; and iv.

provide a full accounting of all income, assets, disbursements, liabilities, grants and other financial information; and iv. If any aspect of Licensee's operations fail to comply with the terms herein, the 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 mortgages in possession, or the lessee for the time being, of the Building, so that if the Building is 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. 27. Dissolution. In the event of dissolution of Licensee, any and all assets 4

ofLicensee 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: Clerk, Township of West Orange NEW JERSEY ARTS INCUBATOR a New Jersey Not for Profit Corporation, Licensee By: Amy Simon, Chairperson By: _________________, Secretary 566015_1 5

113-12 May 29, 2012 RESOLUTION WHEREAS, the Township owns certain property known as 4 Boland Drive (the “Property”); and WHEREAS, the Property consists of the Oskar Schindler Performing Arts Center and surrounding grounds; and WHEREAS, the New Jersey Arts Incubator (“NJAI”) is a local non-profit which has been in existence for approximately five (5) years and is currently located at the Essex Green Shopping Center; and WHEREAS, the NJAI has provided a proposal to operate at the Property; and WHEREAS, the NJAI is a non-profit organized under the laws of the State of New Jersey; and NOW, BE IT HEREBY RESOLVED, by the Township Council of the Township of West Orange that the Mayor be and is hereby authorized to execute the attached License Agreement with the New Jersey Arts Incubator; and it is further RESOLVED that notice of this award shall be published and available in the Clerk’s office in accordance with applicable law. Karen J. Carnevale Patricia Spango Municipal Clerk Council President Adopted: May 29, 2012