FACILITY RENTAL TERMS AND CONDITIONS
Abode of the Message, Inc.
5 Abode Road
New Lebanon, New York 12125
Phone: 518-794-8090
events@theabode.org
1. THE EVENT.
THE ABODE grants the Licensee a limited, non-transferable and non-exclusive license to use the Facility (defined below) according to the terms and conditions of this agreement during the dates and times and for the number of attendees more specifically described on the provided quote (Exhibit A).
The Licensee shall use the Facility according to the terms and conditions of this agreement to conduct the Event, which shall be a program of the Licensee’s own design and delivery. The Licensee may not use the Facility for any unlawful purpose or for any other use or purpose than the Event without the express written permission of THE ABODE. The Licensee shall provide THE ABODE with general information about the nature of the Event no later than the date the Licensee signs this agreement. The Licensee shall furnish to THE ABODE a written schedule of the basic Event activities at least two weeks prior to the Arrival Date and shall promptly notify THE ABODE in advance of any schedule changes.
2. FACILITY RENTAL.
THE ABODE shall rent to the Licensee the meeting room(s), guest rooms, space in the Main Campus and/or Mountain Retreat Camp for the Event as provided on Exhibit A (the selected meeting and accommodation rooms hereinafter referred to as the “Facility”) and the Licensee shall use the Facility for the Event according to the terms and conditions of this agreement.
3. Additional SERVICES AND Equipment Rental.
a) From the Abode. THE ABODE shall rent the equipment on behalf of the Licensee and/or provide the additional services selected by the Licensee on Exhibit A and the Licensee shall pay the corresponding fees on Exhibit A. The Licensee shall pay for any lost, stolen or damaged equipment that is not returned to THE ABODE in good repair and condition except for ordinary wear and tear resulting from proper usage. THE ABODE shall invoice the Licensee according to Section 5c. below for such repair or replacement fees determined in the sole and absolute discretion of THE ABODE.
b) From third parties. Except as otherwise provided in Section 4a. above, THE ABODE shall not be responsible in any way for any services provided by or equipment rented from any third party to the Licensee. The Licensee shall be responsible for (i) making all payments to such third parties and (ii) ensuring that all equipment is returned to such third parties according to the third party’s rental terms and conditions.
4. DEPOSITS, FEES AND PAYMENTS.
a) Non-refundable deposits. The Licensee shall pay to THE ABODE one or more non-refundable deposits in the amounts and at the times specified on Exhibit A. To reserve the Facility for the Event Dates, the Licensee shall pay a deposit on the date signed by the Licensee unless the Licensee has already executed a separate deposit agreement and paid an initial deposit. The Licensee shall pay a second deposit, if requested, no less than 21 days prior to the Arrival Date. All deposits are non-refundable except as otherwise provided in Section 6. Cancellation and Termination.
b) Total fee and balance due. The Licensee shall finalize all details of the Event no later than 14 days prior to the Arrival Date by executing an updated Exhibit A. All Exhibit A’s shall be incorporated into this agreement. THE ABODE shall provide the Licensee with an invoice for the balance due (the “Balance Due”), which shall be an amount equal to the total fee on the most recently updated Exhibit A (the “Total Fee”) less the deposits previously paid by the Licensee. The Licensee shall pay the Balance Due no later than 7 days prior to the Arrival Date. In no event shall the Total Fee be less than the Initial Guaranteed Minimum Fee specified in the deposit agreement executed by the parties (the “Deposit Agreement”) or the Guaranteed Minimum Fee (defined below); whichever is higher. Should the Licensee fail to execute any updated Exhibit A but still proceed with the Event, the Licensee is hereby deemed to have agreed to the updated Exhibit A and shall pay all fees as provided in this Section.
c) Unanticipated Attendees, Needs and Fees. In the event that the Licensee should require services, rooms, meals or equipment that were not communicated to THE ABODE 21 days prior to the Arrival Date or if more people attend the Event than the guaranteed number, THE ABODE shall provide the Licensee with an invoice for the additional fees no later than 7 business days following the end of the Event (the “Add-On Invoice”). The additional fees shall be calculated based on the rates listed in Exhibit A for the additional attendees and the additional services or equipment used by the Licensee. The Licensee shall pay such Add-On Invoice within 7 days of the invoice date.
d) Credit Card. The Licensee (i) shall keep valid credit card information (VISA, Mastercard, Discover or American Express) on file with THE ABODE from the date of this agreement and for at least 60 days following the completion of the Event and (ii) hereby authorizes THE ABODE to charge the Licensee’s credit card for all amounts due and payable (including credit card processing fees) on any invoice that the Licensee does not pay by its due date.
e) Gratuities. THE ABODE appreciates the Licensee’s desire to reward THE ABODE staff by offering a gratuity. THE ABODE personnel policy prohibits individual staff members from accepting gratuities. Should the Licensee desire to give a gratuity, the Licensee may (i) write a check to ‘Abode of the Message’ with ‘Gratuity’ in the subject line or (ii) give cash to the Office Manager in an envelope marked ‘Gratuity.’ THE ABODE will distribute all gratuities equally among all of the personnel who worked on the Event.
6. CANCELLATIONS AND TERMINATION.
a) Cancellation for Convenience. A cancellation “for convenience” shall mean the Licensee notifies THE ABODE in writing that for any reason other than as described in Section 6.b. below it will not be holding the Event on the Event Dates.
(1) More than 120 days. Should the Licensee cancel the Event for convenience more than 120 days prior to the Arrival Date, the Licensee may apply all paid deposit monies to a subsequent event that commences within one year of the cancellation date. Should the Licensee not commence an event within one year of the cancellation date, the Licensee shall forfeit all deposit monies.
(2) 120 days to 91 days. Should the Licensee cancel the Event for convenience 120 days to 91 days prior to the Arrival Date, the Licensee shall forfeit all deposit monies but shall not be required to pay the Guaranteed Minimum Fee (defined below).
(3) 90 days or less. Should the Licensee cancel the Event for convenience 90 days or less prior to the Arrival Date, the Licensee shall (i) forfeit all deposit monies and (ii) pay to THE ABODE the Guaranteed Minimum Fee no later than 10 days following the notice of cancellation.
(4) Guaranteed minimum fee. The guaranteed minimum fee (the “Guaranteed Minimum Fee”) shall be the amount specified in the most recently updated Exhibit A. In the event that the Guaranteed Minimum Fee is different from the Initial Guaranteed Minimum Fee (as defined in the Deposit Agreement), the Licensee shall pay the Guaranteed Minimum Fee.
b) Cancellation due to Licensee’s Unforeseen Circumstance. Should the Licensee cancel the Event at any time due to an illness, death, or other circumstance that THE ABODE determines in its sole and absolute discretion to be unforeseeable to the Licensee and a reasonably sufficient cause to cancel the Event, the Licensee may apply all deposit monies to a subsequent event that shall commence within one year of the cancellation date. Should the Licensee not commence an event within one year of the cancellation date, the Licensee shall forfeit all deposit monies.
c) Force Majeure. Should THE ABODE be unable to fulfill, or be delayed or prevented from fulfilling, any obligation in this agreement due to unforeseeable causes beyond its control including but not limited to a shortage of commodities or supplies to be furnished by THE ABODE for the Event: strikes; third party lockouts; epidemics; quarantine restrictions; fire; flood; earthquake; wind; lightning; ice; freezing temperatures; power failure; inadequate power supply; unusually severe weather; acts of God or our country's enemies; orders mandated by federal, State or local governmental body; riots; war; insurrections; or other reasons of like nature, this agreement shall be terminated and THE ABODE shall return all paid deposits to the Licensee within 15 business days of the notice of termination.
d) Termination by THE ABODE. THE ABODE may terminate this agreement without any liability, upon 10 days prior written notice to the Licensee upon a determination by THE ABODE, in its sole and absolute discretion, that the requirements of the State Fire Marshall, the Department of Public Health and Safety, or any statute, rule or regulation of any federal, state or local governmental body imposes undue requirements or hardship on THE ABODE. THE ABODE shall return all paid deposits to the Licensee within 15 business days of such notice of termination.
7. INSURANCE.
a) General liability. The Licensee shall obtain and maintain at its sole cost and expense comprehensive general liability coverage specifically covering the Event with limits of no less than $500,000 per occurrence and $1,000,000 aggregate. No less than 30 days prior to the Arrival Date, the Licensee shall provide THE ABODE with a certificate of insurance evidencing such coverage and naming The Abode of the Message, Inc. as an additional insured on a primary and non-contributing basis. All of the aforementioned insurance requirements shall be provided by an insurance carrier licensed to do business in the State of New York and have an A.M. Best Rating of A(-) or better as determined in the most recent A.M. Best Publication. Should THE ABODE not receive in a timely manner the required certificate of insurance and additional insured endorsements, THE ABODE may cancel this agreement and the Event without liability and the Licensee shall forfeit all deposits.
b) Insurance from Third Parties. Should the Licensee hire a third party to cater the Event, then the Licensee shall cause such third party to obtain and maintain at no cost to THE ABODE comprehensive general liability coverage with limits of no less than $500,000 per occurrence and $1,000,000 aggregate. Should the Licensee hire a third party to furnish, serve or sell alcohol at the Event then the Licensee shall cause such third party to obtain and maintain at no cost to THE ABODE liquor liability insurance covering the serving, sale or consumption of alcohol, as the case may be, with limits of no less than $500,000 per occurrence and $1,000,000 aggregate. The Licensee shall cause the third party to provide a certificate of insurance evidencing the required insurance and naming the Licensee, Abode of the Message, Inc. as additional an insured on a primary and non-contributing basis. All of the aforementioned insurance requirements shall be provided by an insurance carrier licensed to do business in the State of New York and have an A.M. Best Rating of A(-) or better as determined in the most recent A.M. Best Publication.
c) FOR WEDDINGS ONLY - Liquor Liability. Should the Licensee itself furnish, serve, or sell alcohol or should any of its attendees be allowed to consume alcohol at the Event then, in addition to the above insurance, the Licensee shall obtain and maintain at its sole cost and expense either (i) liquor liability insurance covering the sale of alcohol (e.g. a no-host bar) or (ii) host liquor liability insurance covering the serving or consumption of alcohol that the attendees do not pay for (e.g. a hosted bar). Either coverage shall have limits of no less than $500,000 per occurrence and $1,000,000 aggregate. The Licensee shall provide THE ABODE with a certificate of insurance evidencing the appropriate coverage and naming the Abode of the Message, Inc. as an additional insureds on primary and non-contributing bases. All of the aforementioned insurance requirements shall be provided by an insurance carrier licensed to do business in the State of New York and have an A.M. Best Rating of A(-) or better as determined in the most recent A.M. Best Publication. In addition to providing the required insurance, Licensee or Licensee’s caterer shall have a caterer's permit and all other appropriate licenses that may be required by the State of New York (or its political subdivisions) to enable Licensee or Licensee’s caterer to legally provide alcohol at the Event.
8. RELEASE OF LIABILITY, LIMITATION OF WARRANTY, AND INDEMNIFICATION.
a) RELEASE OF LIABILITY. In consideration for being granted a license to use the Facility the Licensee hereby releases and forever discharges THE ABODE and their respective employees, directors, officers, agents, volunteers, representatives, successors and assigns (the “Released Parties”) from any and all liability, claims, demands, causes of action whatsoever or expense (including but not limited to attorneys’ fees and costs), whether known or unknown, or suspected or unsuspected, arising out of any damage, loss, or injury (including but not limited to death) to the Licensee or its employees, directors, officers, agents, volunteers, representatives, invitees, attendees, successors and assigns or to its property as a result of this agreement or the use of the Facility whether resulting from the act, omission, negligence or other fault of any of the Released Parties or from any other cause.
b) INDEMNIFICATION. The Licensee shall indemnify, save, defend, and hold harmless the Released Parties from any and all losses, claims, actions, or proceedings of every kind and character, including but not limited to attorneys’ fees and expenses, which may be presented or initiated by any person or organization arising directly or indirectly from this agreement or the use of the Facility by the Licensee or its directors, officers, members, employees, agents, representatives, contractors, attendees, program participants, or invitees whether resulting from the negligence or other fault, either active or passive, of any of the Released Parties, or from any other cause.
c) LIMITATION OF WARRANTY. THE ABODE does not warrant that the Facility is handicapped accessible or safe for all of the Licensee’s employees, agents, representatives, officers, directors, contractors, attendees, invitees or visitors using the Facility (collectively, the “Licensee’s Invitees”). The Licensee hereby acknowledges and understands that the Facility is located in a rural area and Invitees are subject to the risks associated with being exposed to nature including but not limited to falling trees; lightning strikes; animal or insect (including but not limited to tick) bites or stings and the associated diseases and/or allergic reactions. In addition, the Licensee hereby acknowledges and understands that (i) the walkways around the Facility are rustic and uneven which may lead to slip and fall or other injuries; and (ii) many of the roads and parking areas are unpaved which could lead to vehicle damage. The Licensee hereby acknowledges and understands the scope, nature and extent of the risks involved with using the Facility and further acknowledges that it and the Licensee’s Invitees may be exposed to other risks that are not foreseeable. The Licensee shall be solely responsible for determining if the Facility is appropriate for the Event and safe for the Licensee’s Invitees and shall assume all risks for itself and its invitees related to using the Facility.
d) RELEASE OF LIABILITY. To the fullest extent permitted by law, Licensee, on behalf of Licensee and its contractors, agents, guests, invitees, heirs, successors and assigns, hereby releases and forever discharges THE ABODE, its employees, volunteers, agents, representatives, officers, directors, agents, successors and assigns (hereinafter collectively referred to as the “Released Parties”) from any and all liability, claims, demands, or causes of action whatsoever, whether known or unknown, suspected or unsuspected, arising out of any damage, loss, or injury to Licensee or Licensee’s property, as a result of or in any way connected with the Event. Licensee further agrees never to institute or assist in any lawsuit or cause of action against any of the Released Parties and to indemnify, defend and hold harmless the Released Parties from any such claim brought by any third party.
9. CONDITION AND MAINTENANCE OF THE PROPERTY.
a) The Licensee accepts the Facility and surrounding premises in an “as is” condition.
b) MAIN CAMPUS: THE ABODE shall use its reasonable best efforts to provide running water, heat, and electricity to the Facility. THE ABODE shall deliver all meeting rooms in a clean condition. THE ABODE shall remove trash from trash cans in the meeting rooms on a daily basis. THE ABODE shall deliver all guest rooms in a clean condition with clean towels, washcloths and beds made up with sheets and blankets. THE ABODE shall provide daily cleaning service for the communal bathrooms only.
c) MOUNTAIN RETREAT CAMP: THE ABODE shall use its reasonable best efforts to provide electricity to the Facility by generator for up to 16 hours per day and running water. THE ABODE shall provide dishwashing soap and basic cookware for the kitchen and shall remove trash and compost on a daily basis. THE ABODE shall provide hand soap for the handwashing sinks in the showerhouse. THE ABODE shall provide daily cleaning service and toilet paper for the bathrooms and outhouse facilities only.
d) Following the Event, the Licensee shall return the Facility to a neat, orderly and clean condition comparable to the condition that the Licensee received it from THE ABODE.
e) Immediately upon presentation of an invoice, the Licensee shall pay THE ABODE the amount determined by THE ABODE in its sole and absolute discretion as necessary to repair or replace any property or equipment damaged or destroyed as a result of the Licensee’s use of the Facility.
10. CONDUCT, RULES AND REGULATIONS
a) The Licensee shall maintain order and use care in its enjoyment of the Facility and surrounding areas. The Licensee shall not allow the total number of attendees to exceed the maximum allowed for the Facility.
b) The Licensee shall supervise and assume full responsibility for the conduct of the Licensee’s Invitees. The Licensee shall ensure that all of the Licensee’s Invitees are aware of and follow the rules and regulations of THE ABODE per the Campus Guidelines. THE ABODE may require that the Licensee remove from the premises any persons, who in the sole and absolute opinion of THE ABODE, are creating a disturbance or who are otherwise disrupting activities in the Facility or surrounding premises. The Licensee shall permit only authorized persons on THE ABODE premises or to enter the Facility and shall take all necessary steps to remove unauthorized persons from the Facility or premises. If the Licensee fails to act, THE ABODE may have any of the Licensee’s Invitees removed from the Facility or premises if in THE ABODE’s sole and absolute discretion such person is a threat to the safety of any person or property.
c) Fire Protection. The Licensee shall ensure that all of the Licensee’s Invitees do not smoke except in the designated areas. The Licensee shall not, and shall ensure that the Licensee’s Invitees shall not, burn candles or incense in any meeting room, guest room or anywhere on the premises without prior written permission from THE ABODE. The Licensee shall not, and shall ensure that the Licensee’s Invitees shall not, build any open fires without prior written permission from THE ABODE. The Licensee shall and shall insure that all of the Licensee’s Invitees comply with all orders given by a government fire control official.
d) The Licensee shall not conduct or permit any activities to be conducted by the Licensee’s Invitees in or about the Facility or premises that (i) are prohibited by any applicable law, regulation, rule or ordinance; (ii) endanger the health or safety of any person or property; (iii) violate any rules, regulations, policies, practices or procedures of THE ABODE; (iv) do not respect the peaceful atmosphere of THE ABODE campus; (v) do not respect the privacy or quiet enjoyment of the residents; or (vi) cause adverse publicity about THE ABODE.
e) THE ABODE reserves the right to enter the Facility at any time during the Event to provide the services requested by the Licensee, to make repairs as needed, and/or to inspect the condition of the Facility and the Licensee’s compliance with this agreement.
11. MISCELLANEOUS
a) Effective Date. This agreement will become effective on the date Exhibit A is signed by the last party to sign it (as indicated by the date associated with that party’s signature).
b) Assignment; Binding Effect. This agreement may not be assigned or transferred by either party to any third party without the prior written consent of the other party. This agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties.
c) Severability. The invalidity or unenforceability of any provision of this agreement according to a court of competent jurisdiction shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.
d) Disputes; Governing Law; Jurisdiction; Venue; Costs. In the event of any controversy arising out of or relating to this agreement, or any breach thereof, the parties shall first use their diligent and good faith efforts to resolve the dispute by exchanging relevant information and negotiating in good faith. This agreement will be interpreted and governed by the laws of the State of New York (without regard to its conflict of law principles). The parties shall submit to the jurisdiction and venue of the federal and state courts located in Columbia County, New York. Should an action be brought to enforce the terms of this agreement, the prevailing party shall be entitled to recover its costs incurred in the action, including but not limited to reasonable attorney and expert witness fees.
e) Entire Agreement; Modification. This agreement and all Exhibits attached hereto and incorporated herein are the entire and sole agreement between the parties regarding this subject matter and may not be modified except in a writing signed by both parties.
f) Waiver. The failure of either party to enforce any provision of this agreement shall not prevent that party from enforcing any other provision of the agreement or from enforcing the waived provision in the future.
g) Survival. The Sections of this agreement that by their nature contemplate obligations continuing beyond the expiration or termination of this agreement shall survive the expiration or termination of this agreement.
h) Breach. Both parties acknowledge and agree that the terms and conditions of this agreement are material inducements to THE ABODE to execute this agreement and the breach of any one or more of these provisions by the Licensee shall be a material breach entitling THE ABODE, among other things, to terminate this agreement without notice and keep all deposits.
i) Signatures; Signature Page. Each party warrants that the person signing the agreement on behalf of that party has the legal authority to execute this agreement on the party’s behalf. Any signature page delivered via facsimile or e-mail shall be binding to the same extent as an original signature page.
j) Severability. If any provision or term of this Agreement shall be determined to be illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain valid and enforceable to the fullest extent permitted by applicable law.
By agreeing to these Terms, the Licensee specifically authorizes THE ABODE to charge the Licensee’s credit card for all amounts due and payable (including credit card processing fees) that are not paid by the applicable invoice due date.