Lessee agrees that it shall, at its sole cost and expense, procure and maintain a policy of commercial general liability insurance (including contractual liability) in an amount not less than $500,000.00 per occurrence, $1,500,000.00 in the annual aggregate. Such insurance policies shall be carried with companies licensed to do business in the state, reasonably satisfactory to Lessor and shall be non-cancelable and not subject to material change except after thirty (30) days written notice to Lessor. Lessee shall deliver to Lessor duly executed certificates of insurance upon request. Lessor shall not at any time be liable for damage or injury to persons or property in or upon the Facility.

GRANT 

Lessor, on the dates and times set forth herein, and subject to the terms and conditions of this Rental Services Agreement {“Agreement”), hereby grants Lessee a license to use Overflow’s Studio facilities (“Facility”) located at 708 Broadway Blvd, Kansas City, MO 64105, for video production (“Production”). 

TERMS 

Lessee shall pay the Lessor the total listed above for rental and gear fees stated in this Agreement. A deposit of fifty percent (50%) of the agreed upon total shall be due upon signing this Agreement. The remaining balance and any additional fees or overages incurred during production shall be paid in full within 30 days of final rental day. A 1.5% interest per month service charge will be added to balances remaining unpaid after 45 days. 

PERMITTED USE 

Use of Facility is for a private event only and not open to the public. Lessee has permitted access to the Facility via the Studio Manager and is not permitted unaccompanied in the Overflow office or storage areas/closets. Lessor must approve any rearrangement of Facility and Lessee agrees to return arrangement to the original set upon completion. Use of power tools & equipment resulting in dust is not permitted indoors. Facility thermostats are preset, may be changed upon Studio Manager approval and may be turned off during recording. Lessee may not use the Facility for any purpose that would violate any local, state, or federal law or regulation, that would reasonably be deemed scandalous or obscene, or that would tend to reflect negatively on Lessor.  

STAGE CONDITION 

Facility condition is as-is and shall be inspected before commencement of Production for visible damage, wear, scuffmarks, etc. During Production care must be taken to cover shoes, equipment, sets or traffic areas to protect wall finishes and floors. Facility shall be left in the same condition as before the Production. Lessee is liable for any damage to the Facility. 

“AS-IS” CONDITION 

Facility is provided to Lessee for the Production in a clean and orderly manner. Lessee agrees to accept the Facility in its “as-is” condition “with all faults”. This includes occasional noises that may occur from normal activities within an urban environment.

CLEANING FEE 

Lessee agrees to clean the venue upon the end of the production to the same state in which Production commenced including removal of all trash to the dumpster. Lessee shall pay to Lessor a cleaning fee equal to the greater of $200.00 or the actual costs of cleaning and restoration if the venue is not cleaned and returned to the state prior to the Production. 

RESTORATION 

If any damage occurs to the Facility or rented equipment, or if any repairs or replacements need to be made to the Facility or rented equipment as a result of Lessee’s exercise of its rights under this Agreement, Lessee shall pay Lessor for any such damage, repairs, or replacements upon demand by Lessor.

COMPLIANCE WITH BUILDING RULES AND REGULATIONS 

Lessee will comply with obligations of the 700 Broadway Lofts building that include:  

• Dogs are allowed in common areas only if leashed, they are good canine citizens and not aggressive or loud, and lessor promptly cleans up any mess left by the pet. 

• Smoking is prohibited at all times in the Facility. Smoking may be permitted in the exterior common areas unless it becomes an annoyance or nuisance to others. 

• Disposal of large trash items in 700 Broadway Lofts building dumpsters is prohibited. 

PARKING 

Street parking is available anytime. Two reserved parking spots in the lot on north side of 700 Broadway Lofts building are available upon request. Lessee shall notify all guests that parking in surrounding parking lots is not available. Valet parking services may be contracted separately in advance for an incremental cost. 

INSURANCE 

Lessee agrees that it shall, at its sole cost and expense, procure and maintain a policy of commercial general liability insurance (including contractual liability) in an amount not less than $500,000.00 per occurrence, $1,500,000.00 in the annual aggregate. Such insurance policies shall be carried with companies licensed to do business in the state, reasonably satisfactory to Lessor and shall be non-cancelable and not subject to material change except after thirty (30) days written notice to Lessor. Lessee shall deliver to Lessor duly executed certificates of insurance upon request. Lessor shall not at any time be liable for damage or injury to persons or property in or upon the Facility. 

INDEMNIFICATION 

Lessee shall indemnify, defend and save harmless Lessor, its officers, agents and employees from and against any and all loss, cost (including attorneys’ fees), damage, expense and liability (including statutory liability and liability under workers’ compensation laws) in connection with claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings, arising out of any act or neglect by Lessee, its agents, employees, contractors, Lessees, invitees, representatives, in, on or about the Facility. This indemnity shall survive the termination of this Agreement. Lessee hereby releases Lessor from any and all liability or responsibility to Lessee or anyone claiming through or under Lessee by way of subrogation or otherwise for any loss or damage to equipment or property of Lessee covered by any insurance then in force. 

ASSIGNMENT AND SUBLICENSING 

Lessee shall not assign any interest in this Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility to any party other than Lessee. 

TERMINATION 

Lessor may terminate this Agreement based upon any one or more of the following Productions: A. Failure of Lessee to pay the deposit or any other charges due; B. Lessee fails to perform any of its covenants hereunder. In any of the aforesaid events, and in addition to any and all rights and remedies available to Lessor by law or in equity, Lessor may, with or without further notice, forthwith terminate this Agreement and expel and remove Lessee, or any other person or persons in occupancy from the Facility, together with their goods and chattels, using such force as may be necessary in the judgment of Lessor or its agents in so doing, without evidence of notice or resort to legal process or becoming liable for any loss of damage which may be occasioned thereby, and repossess and enjoy said Facility, and in addition to any other remedy it may have, Lessor may recover from Lessee all damages it may incur by reason of such breach by Lessee. 

INTERFERENCE 

Lessee shall use the Facility in a manner, which shall not cause interference with the use or occupancy of the other portions of the Building by Lessor or others in any way.

Lessee’s use hereunder will be done in such a manner so as not to interfere with or impose any additional expense upon Lessor in maintaining the Building. 

CANCELLATION 

Lessee may cancel this Agreement at any time up to 10 days prior to the Production Date by providing written notice of such election to Lessor, at no cost to Lessee. If Lessee shall elect to so cancel this agreement with less 10 days prior to the Production Date, Lessee will forfeit their 50% deposit, and any expenses incurred in good faith by Lessor in preparation for Lessee’s use of the Facility.  

GOVERNING LAW 

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Any legal actions, claims or demands shall be handled in a court of competent jurisdiction within the State of Missouri.