September 25, 2017

YWW Proposal Terms and Conditions

By accepting the Proposal, the CLIENT represents that he/she is authorized to enter a contract for the Work; promises to pay for the Work; and agrees that payment will be made in accordance with terms specified on the proposal.   The CLIENT agrees that 1.5% interest per month will be added to any unpaid balance along with expenses and reasonable attorneys' fees incurred to collect overdue payments. After execution hereof, should CLIENT wish to make cuts or changes which reduce or simplify the Work, YWW, at its option, shall consider reduced compensation. Any additionaltime or expense required of YWWthat is caused by CLIENT actions or omissions, as well as additional work requested by CLINET, will be compensated to YWW on a time-and-materials basis (labor rate $50/lead hour, $35/assistant hour, materials at cost plus 15%).     

Rentals.  Items rented from YWW shall be returned at the date and time specified on the proposal.  Please contact us if you need to arrange an alternate time to ensure we will be available.  Items returned late will be charged additional rental.  Damage to Rented Scenery shall be paid for by Client, and shall, at YWW’s option, be equal to YWW’s cost to repair or replace. 

Compliance.  Entertainment production is inherently dangerous.  The Work is intended for temporary installation only and has not been subjected to engineering analysis, safety tests or code review.  The Work may not meet the standards of other typical construction. The Work is not flame retardant unless specified.  Any electrical work has not been performed or inspected by a licensed electrician. CLIENT shall be responsible for compliance with federal, state and local laws, regulations, standards and codes, including safety regulations.  The Work is not covered by any warranty, whether express or implied.  

Indemnification.  CLIENT shall indemnify and hold harmless YWW, its officers, directors and shareholders from and against claims, damages, losses, expenses and attorney’s fees arising out of or resulting from the Production and the Scenery.  This obligation to indemnify shall extend to damage or loss caused by Client or by others associated with the Production.  This indemnification obligation shall not be limited by statutes limiting damages, compensation or benefits.  YWW is not and shall not be held liable for any claims, damages, losses, expenses and attorney’s fees arising out of or resulting from the Production and the Scenery. 

Independent Contractor.   YWW is an independent Contractor, not an employee of CLIENT. YWW pays its taxes with the proper County, State and United States Internal Revenue service and may, if applicable,  maintain its own state and federal unemployment compensation and workers' compensation insurance, for which Client is not responsible. 

Progress Payments.  In the event of a dispute, or if payment terms are not shown, then weekly or more frequent progress payment increments are due upon completion of corresponding Scenery.  A finance charge of 1.5% per month will be added to all overdue balances along with expenses and reasonable attorneys' and other fees incurred to collect overdue payments. 

Impossibility.  Should YWW be unable to provide Scenery on the installation date due to unavoidable causes beyond its control including labor disputes, fire, unusual delay in deliveries and unanticipated abnormal adverse weather, the Parties shall renegotiate this Contract or extend the installation date. 

Laws.  This Contract will be governed by and construed under the laws of the State of Colorado. 

Disputes.  Should there be a claim or dispute between the parties, the parties wish to mediate so that resolution may occur quickly.  The dispute may be submitted to a mutually agreed upon person who shall serve as the designated mediator, who shall review the matter promptly and impartially and expedite a decision.  If the matter is not resolved by or set for resolution by the mediator within twenty (20) days of the date the first notice of the desire to mediate is given and the amount in dispute is over $15,000, the dispute shall be finally and exclusively settled by arbitration. The Arbitration shall occur in the Denver metropolitan area before a mutually agreeable arbitrator. If the parties cannot agree on an arbitrator, each will select one arbitrator who, in turn, will agree on a single, third party to arbitrate the dispute. 

Damages.  In the event of a claim or dispute by either party to this contract alleging a failure of the other party to perform its obligations under this Contract, the parties agree to limit the damages that can be awarded to the non-breaching party to the Compensation set forth herein, including any additions or reductions in that amount as the result of additions, subtractions, or modifications of the Scenery. This limitation is not intended to limit a prevailing parties’ right to an award of reasonable attorneys’ fee and costs and does not apply to Client’s duty to indemnify and hold harmless YWW as set forth herein.

Terms.  This Contract is binding on the parties, their heirs, employees, agents, successors, assigns and legal representatives.  If either party prevails in any proceeding or suit brought by it to enforce this Contract or any provision herein, or on account of any damages sustained by such party by reason of violation of this Contract or any provision herein, the prevailing party agrees to pay the other party’s reasonable attorneys' fees and costs.   Other than any terms regarding travel expenses, this Contract constitutes the entire Contract of the parties and there are no other written or oral agreements with respect to the Production.  This Contract may only be modified in a writing signed by both parties.  Failure, unenforceability or waiver of any provision of this Contract shall not affect the validity or enforceability of the remaining provisions, and shall not imply a waiver of any other provision.  Waiver of any provision hereunder on any occasion or occasions does not imply a waiver of that provision for any future violation.