Tuesday, March 18, 2014
W.O. Smith/Nashville Community Music School
Rental Contract
,
,
Description of Services:
This Contract is made by and between the WO Smith/Nashville Community Music School (referred to herein as “WOS”)
and & (referred to herein as “Client”) on the date last written below. It is mutually agreed by and between the parties
hereto that WOS will provide the following services for Client:
1. DESCRIPTION OF SERVICES:
Rental Date:
Time:
to
Location: W.O. Smith Music School - 1125 8th Avenue S., Nashville, TN 37203
Rental Fee
$0.00
Chair Rental
Table Rental
PA Audio Rental
Projector Rental
Piano Rental
Discount:
Total Fees:
$0.00
* The fee above includes applicable cleaning and manager fees. Unless otherwise indicated, all charges
described herein are exclusive of Tennessee sales and use taxes, which will be added to the invoice for those
charges upon which such taxes are applicable, e.g., rentals of tangible personal property, equipment, etc.
2. AUTHORIZED CONTACTS:
The representatives of WOS and Client authorized to make changes or modifications to this Contract or respond to inquiries
regarding the services, program, activities, events and functions for Client are as follows:
For Client:
,
For WOS:
Jonah Rabinowitz, Director
WO Smith Nashville Community Music School
1125 8th Avenue South
Nashville, TN 37203
3. COST OF SERVICES
WOS will provide the services described in the above Description of Services, for the total cost set forth herein, payable by
Client in the following manner:
Terms of Agreement
Total Cost of Services
$0.00
Fifty percent (50%) deposit (see below)
Amount due on date of event/program
$0.00
$0.00
Invoice for additional services, if required, and items billed on consumption will be presented upon completion of
event/program and are due in thirty (30) days.
4. DEPOSIT POLICY AND PAYMENTS
In order to guarantee the availability of the elements of your event/program, the deposit listed above is due one hundred
twenty (120) days prior to the date of the event/program or upon the signing of this Contract whichever occurs last. Your
prompt attention to this deposit requirement is appreciated, and will ensure that all facets of your event/program contained
within this Contract are maintained in a timely fashion. The making of the deposit is a condition to this Contract. Failure to
make the deposit shall render this Contract null and void.
If your event/program billing increases substantially, additional deposits may be required. This will be determined in future
discussions with WOS’ Director. An invoice for additional services, if required, will be presented after completion of the
event/program and is due within thirty (30) days after invoice date.
Client agrees to pay all charges incurred under the terms of this Contract for Services within thirty (30) days after being
furnished a statement by WOS as to such charges. A service charge of one and one-half percent (1.5%) per month will be
added to all accounts past due over thirty (30) days. Additionally, should any additional charges or costs be accrued with
any contracting party because of a delay in payment by Client, Client will be responsible for such amounts.
Representatives of Client and WOS shall inspect the premises after the event/program and WOS shall identify any damage
to WOS property or premises for which Client is responsible under paragraphs 8 and 14 (b) hereof. WOS shall secure
two (2) bids for repair or replacement of such damaged property, if feasible, and Client agrees that the lowest such bid
shall be the agreed upon amount of damages to be paid to WOS. Client will pay any additional amounts within thirty
(30) days after invoice by WOS.
5. AMERICANS WITH DISABILITY ACT COMPLIANCE
a)
WOS shall be responsible for complying with the public accommodations requirements of the Americans with Disabilities Act
(“ADA”) not otherwise allocated to Client in this Contract, including (i) the “readily achievable” removal of physical barriers to access to
the special event space and common areas; and (ii) the provision of auxiliary aids and services where necessary to ensure that no
disabled individual is treated differently by WOS than other individuals.
b)
Client shall be responsible for complying with the following public accommodations requirements of ADA: (i) the “readily
achievable” removal of physical barriers within the special event space utilized by Client which Client would otherwise create (e.g.,
décor or additional staging/risers) and not controlled or mandated by WOS; (ii) the provision of auxiliary aids and services where
necessary to ensure effective communication of Client’s event/program to disabled participants; and (iii) the modification of Client’s
policies, practices and procedures applicable to participants as required to enable disabled individuals to participate equally in the
event/program.
c)
Client shall attempt to identify in advance any special needs of disabled guests (as they pertain to the special event space)
requiring accommodation by WOS, and will notify WOS of such needs for accommodation as soon as they are identified by Client.
Whenever possible, Client shall copy WOS on correspondence with guests who indicate special needs as covered by ADA. WOS
shall notify Client of requests for accommodation which it may receive otherwise than through Client to facilitate identification by Client
of its own accommodation obligations or needs as required by ADA.
6. EVENT MANAGEMENT
WOS’ Director will work closely with Client to coordinate all details of the services that are covered under the conditions of this
Contract.
7. EXCUSE OF PERFORMANCE
The performance of this Contract by either party is subject to acts of God, war, government regulation or advisory, disaster, fire, illness,
accidents or other casualty, strikes or threats of strikes, civil disorder, acts and/or threats of terrorism, or curtailment of transportation
services or facilities, or similar causes beyond the control of either party making it, illegal or commercially impossible to hold the
event/program or provide the services. Either party may terminate or suspend its obligations under this Contract if such obligations are
delayed or prevented by any of the above events to the extent such events are beyond the reasonable control of the party whose
reasonable performance is prevented. Notwithstanding the above, Client bears the risk of cancellation due to inclement weather and
shall pay all third-party contractors, acts and entertainment in full, if this occurs.
8. RECIPROCAL INDEMNIFICATION
a)
WOS shall indemnify, hold harmless and defend Client, and its officers, directors, employees, agents and members and bear
all costs they incur for all loss, expense, damage, causes of action, claims, or demands of whatever kind and nature, including
judgments, interest and reasonable attorney’s fees, which occur or arise directly or indirectly out of the negligence or willful misconduct,
act or omission of WOS, its agents or employees. Such indemnification of Client by WOS shall be effective unless such damage or
injury results from the negligence or willful misconduct, acts or omissions of Client, its agents, servants, employees, guests or invitees.
b)
Client shall indemnify, hold harmless and defend WOS, and its officers, directors, employees, agents, and volunteers and bear
all costs they incur for all loss, expense, damage, causes of action, claims, or demands of whatever kind and nature, including
judgments, interest and reasonable attorney’s fees, which occur or arise directly or indirectly out of the negligence or willful misconduct,
act or omission of Client or any attendee, guest, invitee, or member of Client staff. Such indemnification of WOS by Client shall be
effective unless such damage or injury results from the negligence or willful misconduct, acts or omissions of WOS, its officers, directors,
employees, agents, or volunteers.
9. INSURANCE
a)
WOS shall carry liability and other insurance in such dollar amount as deemed necessary by WOS to protect itself against any
claims arising from any officially scheduled activities during the event/program period(s).
b)
Client shall carry general public liability insurance and other necessary insurance in the amount of no less than One Million
Dollars ($1,000,000) to protect itself against any claims arising from any officially scheduled activities during the event/program period
(s); and to indemnify WOS which shall be named as an additional insured for the duration of this Contract.
c)
Any third party suppliers/vendors used or contracted by Client shall carry liability and other necessary insurance in the amount
of no less than One Million Dollars ($1,000,000) to protect itself against any claims arising from any officially scheduled activities
during the event/program period(s); and to indemnify WOS which shall be named as an additional insured for the duration of this
Contract.
10.
TERMINATION, CANCELLATION AND DEFAULT BY CLIENT
a)
This Contract may be terminated without liability by WOS or Client upon the breach of any material term of this Contract by the
other party. The parties agree that the timely payment of deposits by Client is a material term of this Contract. Upon termination, Client
shall be liable to WOS for all out of pocket expenses incurred by WOS including nonrefundable deposits made to suppliers, and other
damages incurred by third-party contractors. This duty to pay expenses shall survive the termination or cancellation of this Contract.
b)
“Cancellation and Default by Client” shall be defined as the total nonuse by Client of the services and items provided by WOS,
as outlined in this Contract for reasons other than those outlined in the “Excuse of Performance” paragraph, above. This Contract may be
canceled or modified without liability by mutual agreement of the parties at any time. Should Client, or Client's authorized representative,
cancel in full the services and items which are the subject of this agreement for reasons other than those outlined in the Excuse of
Performance paragraph, above, WOS will be due, as liquidated damages and not as a penalty, an amount according to the following
sliding scale, plus expenses, non refundable deposits made to suppliers, and other damages incurred by third-party contractors:
If cancellation occurs:
(i)
After one hundred twenty (120) days prior to date of event/program but on or before ninety (90) days prior to such
date, liquidated damages will be twenty-five percent (25%) of the total Cost of Services set forth herein;
(ii)
After ninety (90) days prior to date of event/program but on or before sixty (60) days prior to such date, liquidated
damages will be fifty percent (50%) of the total Cost of Services set forth herein;
(iii)
After sixty (60) days prior to date of event/program but on or before thirty (30) days prior to such date, liquidated
damages will be seventy-five percent (75%) of the total Cost of Services set forth herein; and
(iv)
After thirty (30) days prior to date of event/program, liquidated damages will be one hundred percent (100%) of the
total Cost of Services set forth herein.
11.
ATTORNEY’S FEES
In the event of a breach of the terms of this Contract, subject to compliance with paragraph 10 hereof, the non-breaching party shall be
entitled to pursue any remedy provided in law or equity, including injunctive relief and the right to recover any and all damages and
costs, including reasonable attorneys’ fees and court costs, it may have suffered or incurred by reason of such breach, whether or not suit
is brought.
12. INDEPENDENT CONTRACTOR
It is understood and agreed that WOS shall have the right on behalf of and in the name of Client to contract with others for necessary
services, supplies, equipment, employees or otherwise in the carrying out of duties and services outlined in this Contract for Services. It is
understood that in all such matters, WOS is an independent contractor, not an agent or employee of Client and is not authorized to act
on behalf of Client except as outlined in this Agreement. Client is entitled to provide WOS with general guidance to assist in completing
the scope of services to Client's satisfaction, nevertheless WOS is ultimately responsible for directing and controlling the performance of
the services comprising the scope of work, in accordance with the terms and conditions of this Contract.
13. MERGER OF TERMS AND MODIFICATIONS
This Contract for Services shall be construed as a contract executed and intended to be performed in the State of Tennessee and shall be
interpreted under the substantive laws of the state of Tennessee without regard for conflicts of laws principles. This Contract for Services
contains all of the terms agreed upon by the parties with respect to it subject matter and supersedes all prior agreements, arrangements,
promises and communications between the parties concerning such subject matter, whether oral or written.
14. MISCELLANEOUS PROVISIONS
a)
WOS is not responsible for music licensing.
b)
Client understands that many of the decorations, furniture items, serving items, small wares, equipment items and props are
rented for the occasion or are the property of WOS or other contractors. Should any such items be damaged or converted by Client or
its employees, agents or guests, then Client agrees to pay the repair and/or replacement costs of such items.
c)
Section headings, numbers, letters and emphasis marks have been inserted for convenience of reference only. If there shall be
any conflict between any such headings, numbers, letters or emphasis marks and the text of this Contract, the text shall control.
d)
Client understands that this contract is for venue rental only. Client or clients representatives or vendors are responsible for all
setup, cleanup and tear down of WOS owned materials or contracted rentals. WOS does not provide these services as part of this
contract, however, these services may be available from WOS at an additional expense. Cleanup includes trash removal, sweeping of
floors, and the cleaning of all areas to be free from debris. All WOS decorations, furniture items, serving items, small wares, equipment
items and props must be returned to their place of origin. WOS reserves the right to invoice client should any additional charges or costs
be accrued from failure to comply with this provision.
15. POLICIES AND PROCEDURES FOR USE OF VENUE
Client represents and warrants that it has read and fully understands the ”Policies and Procedures” for use of
WOS Any acts, deliberate or not, that are not in compliance with these policies and procedures for use of
the venue may result in cancellation of event or penalty imposed by WOS.
16. AUTHORIZED SIGNATURES
The undersigned parties, or their duly authorized representatives, represent and warrant that they have
authority to enter into this Contract on behalf of the company, firm or organization and hereby agree to the
terms set forth herein.
WO Smith Nashville Community Music School
Client
By:
By:
_________________________
Name
By:
_________________________
Name
_________________________
Director
Date: _________________________
Date: _________________________