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Vendor Agreement
2007 Irish Connections Festival
August 11, and 12, 2007
Saturday 12 Noon – 11:30pm, Sunday 12Noon – 9pm
1. Premises
The Irish Cultural Centre of New England (ICCNE) and Irish Connections Festival do hereby lease and Vendor does hereby take from ICCNE and Irish Connections Festival an area on the festival grounds (the Booth) designated by Irish Connections Festival for the sale by Vendor of its goods. The area assigned to Vendor will be at the sole discretion of Irish Connections Festival. Vendor agrees to construct and maintain all displays within the perimeters of the Booth.
2. Term
The term of this lease shall be three days, commencing at 3:00 PM on August 10, 2007, and ending at the Festival's closing, after the closing on August 12, 2007. Vendor understands that this Agreement is for the term stated herein and that this Agreement imposes no obligation or liability on ICCNE or the Irish Connections Festival with respect to rental in subsequent years.
3. Use of Booth
Vendor agrees that it will sell only those goods that have been approved in advance by Irish Connections Festival. Vendor understands and agrees that Irish Connections Festival, in its sole discretion, may refuse at any time to allow Vendor to display and/or sell any goods that for any rational reason Irish Connections Festival deems inappropriate. Irish Connections Festival will not be responsible for any financial loss incurred by Vendor if any good(s) that were not approved in advance must be removed from the Vendor's Booth as deemed inappropriate. If Vendor continues to sell any good(s) that it has been instructed to remove from the Booth, Irish Connections Festival shall have the right to close the Booth for the remainder of the Festival without refund of rental sale.
Vendor agrees that it will not use or permit the Booth to be used for any illegal, disorderly or improper purpose of in violation of any rules or regulations of Irish Connections Festival or the ICCNE. Vendor agrees to ensure that all structures will be constructed in a safe and secure manner. Irish Connections Festival reserves the right to remove any unsafe displays at any time. Vendor agrees to keep the Booth neat, clean and free of debris at all times during the festival.
4. Licenses and Permits
(
For Food Vendors only.) Vendor shall obtain all licenses and permits required by any governmental authority in connection with the sale of Vendor's goods or other goods at Irish Connections Festival. If food is being served, Vendor agrees that it will secure the necessary food permits as required by the Canton Board of Health. Vendor further agrees that it will secure the necessary fire extinguishers as required by the Canton Fire Department.
5. Hours of Operation
Vendor understands and agrees that the Booth must be set up and ready for operation by no later than 5:00 PM on August 10, 2007, no later than 10:00 AM on August 11, 2007, and no later than 10:00 AM on August 12, 2007. Vendor's booths must be open at all times during the operational hours of the Festival, up to 9:00 PM on August 12, 2007.
6. Removal of Goods
Vendor shall remove its goods and all of its property from the festival grounds within 24 hours of the official closing of Irish Connections Festival. Any goods and property not removed by the Vendor by that time shall be considered abandoned and the ICCNE may dispose of said goods and property in any manner it deems fit.
Vendor shall leave the area in the condition in which the area was received by Vendor prior to the festival, and Vendor shall be responsible for the removal from area site and the disposal of all boxes, signs, displays or any other items used by the Vendor in the area during the course of Irish Connections Festival. If the Vendor fails to leave the area in satisfactory condition, the ICCNE shall have the right to clean up the Vendors area, with the cost of said cleanup billed to and paid by the Vendor.
7. Indemnification and Liability Insurance
The Vendor understands that the festival grounds are the property of ICCNE. To the fullest extent permitted by law,Vendor agrees to indemnify and hold harmless, the ICCNE, Connections Ventures, LLC, the Irish Connections Festival the Board of Directors, Officers, Employees, and Agents, against and from any and all claims, actions, causes of action, damages, costs and expenses, including reasonable attorney fees, arising from or relating in any way to the conduct or management of Vendor's business on the festival grounds, including the use by Vendor of any vehicles on the festival grounds. Even if caused in part by the parties indemnified herein, it is further understood and agreed that the ICCNE, Connections Ventures, LLC, the Irish Connections Festival and its Board of Directors, Officers, Employees, Agents, and Owners, shall not be liable for any damage whatsoever to person or property sustained by the Vendor, its Employees, Agents, Invitees or Customers. The Vendor hereby waives all claims, actions, causes of actions, damages, cost and expense which Vendor, its Employees, Agents, Invitees and Customers may have against, the ICCNE, Connections Ventures, LLC, the Irish Connections Festival, its Board of Directors, Officers, Employees, and Agents, or the Owners, their Directors, Officers, Employees, and Agents, for any damage whatsoever to any person or property sustained by Vendor, its Employees, Agents, Invitees or Customers.
The Vendor agrees to carry and pay the premiums for public liability insurance, general liability and product liability, insuring itself and the ICCNE, Connections Ventures, LLC, the Irish Connections Festival, and its Directors, Officers, Employees, and Agents and the Owners, their Directors, Officers, Employees, and Agents, against injury to property, person or loss of life arising out of the use and occupancy of the Festival grounds, with limits of liability of at least one million dollars ($1,000,000.) combined single limit for bodily injury and property damage with a two million ($2,000,000) general aggregate limit. Vendor must provide Irish Connections Festival with a per project general aggregate limit.Vendor agrees to carry and pay the premiums of product liability insurance coverage.
The Connections Ventures, LLC, the Irish Connections Festival, ICCNE, its Directors, Officers, Employees, and Agents shall be named as additional insured on a Primary and Non-contributory basis on Vendor's policies of public liability, general liability and product liability insurance. Vendor shall provide to the Connections Ventures, LLC along with the Vendor’s applicationa certified copy of the said policies of public liability insurance, general liability insurance and product liability insurance, which policies must contain a ten-day cancellation clause. If said policy certificate is not received by Connections Ventures, LLC with the Vendor’s application, the application will be deemed incomplete.
Automobile Liability: Each vendor:
+ Must provide Commercial Automobile Liability coverage applying to all owned, non-owned, and hired vehicles with limits of
$1,000,000 Bodily Injury and/or Property Damage combined.
+ Must list ICCNE, the Irish Connections Festival and Connections Ventures, LLC as an Additional Insured on this policy.
Workers' Compensation/Employer's Liability: Each vendor:Must carry a Workers Compensation policy providing statutory benefits, including Employers Liability coverage with the following minimum limits:
+ $500,000 per person for injury by accident
+ $500,000 per person for injury by disease
+ $500,000 policy limit for injury by disease
Umbrella Liability: Each vendor:
+ Must provide Umbrella coverage subject to a minimum limit of $1,000,000 per occurrence / aggregate. I
+ Must list ICCNE, the Irish Connections Festival and Connections Ventures, LLC as an Additional Insured under this policy as well.
8. Inspection
The Irish Connections Festival shall have the right to inspect the Booth and Vendor's goods at any time.
9. Default
In the event Vendor shall not comply with any of the terms and conditions of this Agreement, including those so noted above, the Irish Connections Festival may terminate this Agreement immediately, in which case the Irish Connections Festival shall have no further liability or obligation to the Vendor. The Irish Connections Festival's right under this paragraph 9 shall include, but not be limited to, the right to expel Vendor from the Festival grounds. Failure of or delay by the ICCNE or Irish Connections Festival in exercising its right under paragraph 9 shall not be deemed a waiver of its rights nor shall said failure or delay preclude any other or further exercise of the ICCNE's and the Irish Connections Festival’s rights hereunder.
10. Sales Tax Vendor agrees to comply with Massachusetts law which requires every person making sales at retail in Massachusetts to be registered with the Massachusetts Department of Revenue.
11. The Irish Connections Festival Logo The Vendor understands that the Irish Connection’s Festival Logo is a registered trademark. The Vendor agrees not to use the Irish Connections Festival Logo or the words "Irish Connections Festival" on any of the Vendor's goods. The Vendor understands that the Irish Connections Festival will confiscate any Vendor's goods which violate this paragraph 11.
12. Miscellaneous
A. The ICCNE represents that it intends to sponsor Irish Connections Festival. If for any reason the Festival is canceled at any time, whether prior to or during the festival, the ICCNE shall have no obligation or liability to Vendor, including any liability or obligation because of any loss or damage sustained by Vendor as a result of said cancellation. Cancellation of the festival for some but not all hours of operation shall not relieve Vendor of its obligation to be open during all other hours of festival operation.
B. The Irish Connections Festival and Connections Ventures, LLC has the absolute right to control and to determine all events and activities in connection with the Irish Connections Festival and to make all decisions with respect to operation of the festival, the marketplace(s) and the booths. Vendor agrees that their prices will not increase over the course of the Festival. Vendor agrees to abide by all decisions made by the Irish Connections Festival with respect to operation of Irish Connections Festival, the marketplace(s) and the booths, including any decisions made during the festival.
C. Vendor understands that Irish Connections Festival is an "open air" festival, that the festival grounds are located on the grounds of and that the Vendor's Booth will be outside. Vendor has the sole responsibility for protecting Vendor's goods and property in the event of fire, theft, vandalism, other extended casualty, rain or any other inclement weather, any act of God or any other interference with the operation of the festival, and Vendor understands and agrees that the ICCNE, Connections Ventures, LLC and the Irish Connections Festival has no responsibility, liability, or obligation with respect to damage of Vendor's goods and property, regardless of the cause of said damage.
D. Vendor shall not use any promotion, scheme or device involving the award of any prize, gift or privilege nor shall Vendor conduct any contest within or outside the Booth.
E. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership, joint venture, employer-employee relationship or association, and neither party is an agent of the other party. Neither party is authorized to contract any debt, liability, or obligation for or on behalf of the other party.
F. Vendor shall not assign its rights or its obligation under this Agreement or its Booth to any other person without the prior written consent of Connections Ventures, LLC.
G. Vendor shall not share its Booth with any other person or entity.
H. Vendor shall be assigned the following per Booth: four Vendor passes allowing entry to the festival grounds. All passes will be signed for by Vendor prior to Irish Connections Festival and will not be replaced.
I. Vendor may use a service vehicle on festival grounds to load and unload Vendor's goods and Booth, but vehicle must be removed from the festival grounds no less than one hour prior to the opening of the festival during each day of the festival. The ICCNE and Irish Connections Festival reserves the right to tow away any vehicle(s) on the festival grounds in violation of this provision.
J. In the event any one or more of the provisions contained in this Agreement shall for any reason be declared invalid, illegal or unenforceable in any respect, such condition shall not effect any of the provisions of this Agreement, but this Agreement shall be constructed as if such invalid, illegal or unenforceable provision has never been contained within.
K. This Agreement contains the entire agreement between the parties and no prior oral or written representations or agreements between the parties with respect to the subject matter of this Agreement shall be if any force or effect.
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