RECITALS
WHEREAS the CITY sponsors an annual summer celebration known as Taste of Orem at the City Center Park located at 300 East Center Street and at other locations in the CITY; and
WHEREAS VENDOR is interested in displaying/selling its products at Taste of Orem; and
WHEREAS VENDOR is not in any way affiliated with the CITY, but desires to independently participate in Taste of Orem; and
WHEREAS the parties desire to set forth the terms and conditions under which VENDOR shall be allowed to participate in Taste of Orem.
COVENANTS
Now, therefore, in consideration of the promises and conditions set forth herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the CITY and VENDOR hereby agree as follows:
1. Participation in Taste of Orem. Pursuant to the terms of this Agreement, the CITY agrees to allow VENDOR to participate in the 2025 Taste of Orem. Pursuant hereto, VENDOR shall be allowed to exchange and/or display its products and services, during the Taste of Orem event, at the location assigned to VENDOR by the CITY. VENDOR shall be responsible for all equipment and supplies required for food services, activities, and/or entertainment. The parties acknowledge and agree that the CITY may impose reasonable rules and regulations upon VENDOR for its participation in Taste of Orem in addition to the requirements specifically set forth in this Agreement.
2. Rental Fee. VENDOR agrees to pay TWO HUNDRED DOLLARS ($200.00) to the CITY as total rental fee for the duration of the Taste of Orem event, payable to the City of Orem - Taste of Orem on the date of this Agreement is signed. Once paid by the VENDOR, the CITY shall not refund the rental fee for any reason.
Rental fee includes the following:
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One 10’ x 20’ canopy*
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Two banquet tables and tablecloths for serving*
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Two Chairs *
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Official signage: Restaurant banner for the canopy and a customized menu sign (displaying partner name, logo, menu items, and Taste of Orem logo)
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Ticket-collecting bin and tally sheet
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Marketing and advertising: Logo inclusion on brochures and posters, Social Media Spotlight, and Day of event stage spotlight
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Power outlet (up to three 110V outlets per booth)
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Handwashing stations
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Water access
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One menu sign that displays partner name and logo, booth number, menu items, ticket values, and Taste of Orem Logo
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Gray water disposal container
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Solid waste disposal containers and removal
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Dining area tables, chairs, and maintenance
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One Parking permit
Partners are responsible for providing:
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Food holding stations (coolers or warmers)
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Grease disposal containers, if needed
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All necessary permits and licensing
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Supplies for handling food and distributing food
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Paper goods and products
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Sufficient food samples to operate for the duration of the event (approximately 5000 samples)
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Adequate staffing
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Current Insurance Certificate
3. Ticket Sales and Sales Tax. CITY will be responsible for all monetary transactions. There will be no credit card, Venmo, or cash transactions between customers and PARTNER. All payments occur through ticket purchasing at Orem City Ticket Tents. Violation of this rule will result in immediate booth closure at the Taste of Orem and may lead to the discontinuation of participation in future Taste of Orem events. CITY will remit sales tax for this event.
4. VENDOR Settlement. VENDORS collect tickets that are redeemed for their samples. Tickets will be counted and/or weighed at the close of the event to determine final payment. VENDOR will be paid a flat rate of $1.25 per ticket redeemed at their booths. CITY will retain the revenue from ticket sales above $1.25/ticket to cover sales tax and supplement overhead costs. Payments will be sent within 3 weeks of settlement, via paper check.
5. Management of Display/Booth Space. VENDOR agrees to confine all transactions and other activities to the assigned display/booth space. No walk-around vending or sampling will be permitted. VENDOR shall not sublet any part of the assigned space unless approved in advance and in writing by the Taste of Orem Committee. VENDOR agrees to adhere to published event times and will ensure that VENDOR’s display/booth space is staffed during published vending periods.
6. Booth Safety. VENDOR shall maintain its booth structures, contents, and surrounding area in a safe condition. VENDOR shall be responsible for any monetary damages or injuries which result from VENDOR’s failure to maintain its booth structures, contents, and surrounding area in a safe condition.
7. Acceptable Products. VENDOR shall not sell, offer to sell, allow to be sold, or display alcohol, tobacco products, electronic cigarettes and related products, or any products that imitate or appear to be similar or a like product, or display or show any advertisement therefore or any references thereto. VENDOR shall not sell, offer to sell, allow to be sold, or display knives or weapons of any sort, or any items that would be considered vulgar, pornographic, illegal, or in poor taste. VENDOR acknowledges that Taste of Orem is an all ages, family-oriented event, and all products offered for sale shall appropriately reflect a family-oriented theme. VENDOR agrees to remove any product that the City deems to be inconsistent with a family theme or a family environment. VENDOR assumes full liability for the products marketed or sold by VENDOR, and agrees to indemnify and hold the CITY harmless against any claim of injury or damage by any buyer, seller, or other persons resulting from the use, consumption, disposition, display, or marketing of VENDOR’s products.
8. Display Clean Up. VENDOR shall make every reasonable and prudent effort to keep the area in which VENDOR’s display/booth is located clean and orderly during Taste of Orem. At the close of each operating day, VENDOR will clean up the trash and debris generated by VENDOR and the patrons of VENDOR’s display, and dispose of it in trash containers provided by the CITY.
9. Security. VENDOR is encouraged to remove its merchandise and other property at night due to the potential for vandalism at the park during off hours. VENDOR acknowledges and agrees the City is not responsible and has no obligation to ensure the security of VENDOR’s property or merchandise and that VENDOR has no recourse against the CITY for any vandalism or any damage done to the VENDOR’s merchandise or other property unless the damage is the direct result of the CITY’s affirmative conduct.
10. No Inappropriate Behavior. VENDOR shall not engage in any activity which causes public inconvenience, annoyance, alarm, or recklessly creates a risk thereof. VENDOR shall not engage in abusive or obscene language or make any obscene gestures while acting as a VENDOR in Taste of Orem. VENDOR shall not engage in any fighting, violent, tumultuous, intimidating, harassing, or threatening behavior toward members of the public or other VENDORs. VENDOR shall be responsible to ensure that all of VENDOR’s employees and agents comply with this section. Failure by VENDOR or VENDOR’s employees or agents to comply with this provision may result in the immediate termination of VENDOR’s license to participate in Taste of Orem.
11. Observance of Park Rules. VENDOR and VENDOR’s employees shall observe all park rules while participating in Taste of Orem. Alcohol, drugs, and smoking (including electronic cigarettes) are prohibited in city parks. Violations of park rules are Class C Misdemeanors. VENDOR shall be responsible to ensure that all of VENDOR’s employees and agents are familiar with park rules and comply with park rules at all times. Failure by VENDOR or VENDOR’s employees or agents to comply with this provision may result in prosecution and immediate termination of this agreement and VENDOR’s participation in Taste of Orem.
12. All Weather Events. VENDOR acknowledges that Taste of Orem is an all-weather event. The CITY makes no guarantee of attendance and is not responsible for loss of revenue or property damage due to inclement weather, electrical failures or surges, wind storms, fire, explosion, or any other cause whatsoever. Once paid by the VENDOR, the CITY shall not refund the Rental Fee for any reason.
13. Separate Entities. The parties acknowledge that the parties are and will remain separate and independent entities and this Agreement does not create an additional entity or body.
14. VENDOR Does Not Represent CITY. VENDOR does not represent the CITY and shall not hold itself out as a representative of the CITY nor does VENDOR have authority to act as a representative or agent of the CITY.
15. Trademarks and Copyrights.
15.1. Logos: VENDOR shall provide the VENDOR’s logo to the City. VENDOR’s logo must be provided in camera-ready art form for both web and print publications.
15.2. Use of Event Marks: The City grants VENDOR, during the Term and for 30 calendar days thereafter, a non-exclusive license to use “2025 Taste of Orem” and its variations in the same form they provided by the City (the “Event Marks”) in connection with the VENDOR’s 2025 Taste of Orem activities in a manner consistent with the City’s guidelines for use of the Event Marks, this participation Agreement. VENDOR will comply with the City’s reasonable requests regarding the use of the Event Marks.
15.3. Use of Sponsor Marks. VENDOR grants to the City a non-exclusive, royalty-free license to use the Sponsor marks in camera-ready format (the “VENDOR Marks”): (i) during the Term in connection with the City’s promotional and publicity activities, including print, video, and electronic materials, for the 2025 Taste of Orem Celebration; and (ii) after the Term in reference to VENDOR’s sponsorship of the 2025 Taste of Orem Celebration.
16. Licensing, Permits, Insurance, and Compliance. VENDOR shall be properly licensed by all necessary entities and have all permits and insurance as required by law, including, but not limited to, health department permits, food handler’s permits, business license, sales tax license, workers’ compensation, and automobile liability insurance, during all times that VENDOR is performing under this Agreement and shall show evidence of compliance at the request of the CITY.
17. Indemnification. VENDOR shall release, indemnify, defend and hold harmless the CITY and its officers, officials, employees, agents, volunteers and representatives from and against all claims, damages, liabilities, lawsuits, losses, costs and expenses (including attorneys’ fees, court costs and expenses) arising out of, caused by, or resulting from (in whole or in part) the negligence, wrongful acts or other acts (or omissions) of VENDOR, its contractors, employees, agents, or representatives performed pursuant to or in connection with this Agreement. This indemnification obligation shall not be limited by any limitation on the amount or type of damages or by insurance limitations. The CITY may, in its sole discretion, conduct its own defense of any claim, damage, loss or expense covered by this indemnification section. If the CITY elects to conduct the defense, VENDOR shall still be liable for any judgment obtained against the CITY (except to the extent resulting from the CITY's own negligence). Also, if the CITY elects to conduct the defense, the VENDOR shall be consulted regarding the attorney(s) used by the CITY and any settlement offers, although the ultimate decision on attorneys used and settlement offers shall be made by the CITY.
18. Duration. This Agreement shall be in effect and cover the Taste of Orem on September 20, 2025, as well as all setup time, take-down time, and travel time to and from the Taste of Orem site.
19. Termination. This agreement may be terminated by either party at any time. In the event that the CITY receives any valid complaints about VENDOR or in the event that VENDOR does not fully comply with the provisions of this Agreement, the CITY may require VENDOR to satisfactorily resolve such complaints and to comply with the requirements of this Agreement. Any corrections requested by the CITY must be complied with immediately. Failure to do so may result in the immediate termination of this Agreement. In the event that VENDOR fails to comply with any provision of this Agreement, any rules or regulations imposed by the CITY, or fails to comply with any reasonable request of the CITY prior to or during Taste of Orem, the CITY may immediately revoke the VENDOR’s privilege of participating in Taste of Orem and may require the VENDOR to immediately remove all of its facilities or equipment from the City Center Park and/or Scera Park.
20. Lawful Agreement. The parties represent that each of them has lawfully entered into this Agreement, having complied with all relevant statutes, ordinances, resolutions, bylaws, and other legal requirements applicable to their operation.
21. Utah Law. This Agreement shall be interpreted pursuant to the laws of the State of Utah.
22. Time of Essence. Time shall be of the essence of this Agreement.
23. Interpretation of Agreement. The invalidity of any portion of this Agreement shall not prevent the remainder from being carried into effect. Whenever the context of any provision shall require it, the singular number shall be held to include the plural number, and vice versa, and the use of any gender shall include any other and all genders. The paragraph and section headings in this Agreement are for convenience only and do not constitute a part of the provisions hereof.
24. Amendments. No oral modifications or amendments to this Agreement shall be effective, but this Agreement may be modified or amended by written agreement.
25. Binding Agreement. This Agreement shall be binding upon the heirs, successors, administrators, and assigns of each of the parties hereto.
26. No Assignment. Either party shall not transfer or assign any of its rights, duties, or obligations set forth in this Agreement to a third party without the prior written consent of the other party.
27. No Presumption. Should any provision of this Agreement require judicial interpretation, the Court interpreting, or construing the same shall not apply a presumption that the term hereof shall be more strictly construed against one party, by reason of the rule of construction that a document is to be construed more strictly against the person who himself or through his agents prepared the same, it being acknowledged that both parties have participated in the preparation hereof.
28. Safety. No vehicles will be allowed inside the park on the grass for setup after 10:00 AM daily.
