hereinafter referred to as VENDOR.
WHEREAS the CITY will sponsor an event known as "Taste of Orem" at the City Center Park in Orem, Utah on October 24, 2020, from 10 AM - 3 PM MST; and
WHEREAS VENDOR is interested in providing 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.
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 2020 Taste of Orem. Pursuant hereto, VENDOR shall be allowed to provide its products and services in the City Center Park during Taste of Orem at the location assigned to VENDOR by the CITY. VENDOR agrees to provide food samples to event participants throughout the entire event. 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. CITY'S Obligations. The CITY agrees to reimburse VENDOR up to $1,000 after completion of Taste of Orem for materials and reasonable and necessary costs for the event as determined in the CITY'S sole discretion. The CITY will provide power, marketing, and ticketing services for the event.
3. 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.
4. 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.
5. 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.
6. Acceptable Products. VENDOR shall not sell any products. VENDOR shall be allowed to market their services to patrons. 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 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.
7. Display Clean Up. VENDOR shall make every reasonable and prudent effort to keep the area in which VENDOR’s booth is located clean and orderly during Taste of Orem. At the close of the event, 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.
8. 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.
9. 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.
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 Summerfest. 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. 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 City Center Park.
13. 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.
14. Utah Law. This Agreement shall be interpreted pursuant to the laws of the State of Utah.
15. Time of Essence. Time shall be of the essence of this Agreement.
16. 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.
17. Amendments. No oral modifications or amendments to this Agreement shall be effective, but this Agreement may be modified or amended by written agreement.
18. Binding Agreement. This Agreement shall be binding upon the heirs, successors, administrators, and assigns of each of the parties hereto.
19. 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.
20. 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.
21. Rental Fee. VENDOR agrees to pay $0 to the CITY as total rental of space for the duration of Taste of Orem, payable to Taste of Orem on the date this Agreement is signed. Once paid by the VENDOR, the CITY shall not refund the Rental Fee for any reason.
22. Security. 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.
23. Duration. This Agreement shall be in effect and cover the Taste of Orem on October 24, 2020, as well as all setup time, take downtime, and travel time to and from the Taste of Orem site.
24. Safety. No vehicles will be allowed inside the park on the grass for set up after 9:00 a.m. daily.
25. 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. VENDOR agrees to adhere to published event times and will ensure that VENDOR’s display/booth space is staffed during published vending periods.
26. 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 the 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.
IN WITNESS WHEREOF, the CITY and VENDOR have signed this instrument on the day and year first above written.
City of Orem
56 N. State St.
Orem, Utah 84057
Phone (801) 229-7506