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VENDOR AGREEMENT This Vendor Agreement (the “Agreement”) is entered by and between the Exhibitor, hereinafter referred to as “Exhibitor,” and Rock the Fork Phoenix, LLC, an Arizona limited liability company, hereinafter referred to as “Producer.” Exhibitor shall be bound to the terms and conditions under this Agreement as it relates to “Surprise Festival Days,” which is scheduled to take place on Thursday, April 2nd, 2020, through Sunday, April 5th, 2020, at Downtown Surprise in Surprise, Arizona, hereinafter referred to as the “Festival.” 1. DISPLAY: Material used for the booth construction will be at the expense of the Exhibitor and removed no later than 8:00 a.m. on Monday, June 1, 2020. Any decorations consisting of natural materials such as straw, corn stalks, dried flowers, pine, etc., must be sprayed with fire retardant and tagged with date of spraying and product used. No Free Food or drink is to be given away in this rented space without prior written approval from Producer. Public address systems will not be permitted in booths. Booths must be open during all hours of the Festival. No raffles involving the exchange of money are permitted on the fair grounds at any time. However, free drawings are allowed. No vendor set-ups, or part of a vendor set-up, may be removed until the closing hour of the last day of the Festival. 2. AISLES: The aisles and passageways remain under the control of Producer, and no signs, decorations, banners, advertising materials or exhibits will be permitted in those areas except by prior written permission of Producer. All exhibits and personnel must remain within the confines of their own spaces. No Exhibitor shall erect signs or display products, which may cause injury or obstruct the view of another Exhibitor. 3. EXHIBITOR AGREEMENT: A. Exhibitor acknowledges and agrees to abide by all rules and regulations established by Producer, as outlined in this Agreement and in the Information Packet, which is made part of this Agreement by this reference. B. All matters not covered in these rules and regulations are subject to the decision of Producer. Exhibitor agrees that Producer shall have the final decision concerning any disputes between Exhibitors and the adoption of any rule or regulation deemed necessary prior to, during, and after the Festival. C. Exhibitor agrees to abide by all rules, requirements and regulations of the official contractors serving the City of Surprise, Maricopa County, and all rules, requirements and regulations of the City of Surprise, Maricopa County and the State of Arizona. It is Exhibitor’s duty to be familiar with the rules, requirements and regulations contained herein and in the Information Packet that is available on-line and in print. D. In the event an Exhibitor defaults in the performance of any of the terms and contained in this Agreement, and Producer employs attorneys to enforce any part of the Agreement, Exhibitor shall reimburse Producer for attorney’s fees incurred whether or not a suit is actually filed. E. Exhibitor agrees to obtain, at its own expense, any licenses and/or permit(s) and/or authorization from governmental bodies, which may be required for the operations of the Exhibitor’s trade or business and to pay all taxes levied against Exhibitor as a result of its operations and business during the Festival. F. Producer reserves the right, in its sole discretion, to: (i) determine the eligibility of Exhibitors and exhibits for the Festival; (ii) reject or prohibit exhibits or Exhibitors, which Producer considers objectionable; (iii) relocate Exhibitors or exhibits when, in Producer’s opinion, such moves are necessary to maintain the character and/or good order of the Festival; and (iv) should any rented space remain unoccupied on the opening day, or at any time thereafter, Producer may rent said space to another Exhibitor, but this shall not negate the obligation of the “no show.” Exhibitor shall pay the full amount of the rental Agreement, whether or not said space is resold. G. Exhibitor represents and warrants that it is properly licensed by the appropriate authorities to sell and operate the products and services it is offering the public at the Festival. 4. INSURANCE: A. Exhibitor acknowledges and assumes full responsibility for damage or loss to its products and equipment or any personal injury to its employees, agents and guests during or as a result of Exhibitor’s participation in the Festival. Exhibitor agrees to abide by all directions for placement while on the Festival grounds and assume the risk for the safekeeping of equipment and products. B. Exhibitor agrees to purchase and maintain insurance with general liability limits of at least $1,000,000 which shall cover all dates of the Festival, including set-up and takedown times, and to provide a copy of Exhibitor’s coverage to Producer prior to moving on to the Festival grounds. C. Exhibitor further agrees to indemnify and hold harmless the Community Festival Foundation, City of Surprise, Maricopa County, and Rock the Fork Phoenix, LLC, their agents, officers, Producers, members, employees and agents for any claim of liability or suit that may arise due to the negligence of Exhibitor, any dispute between Exhibitor and any other exhibitor, contractor or attendee of the Festival. Exhibitor shall include the following wording in the Certificate of Insurance: “Community Festival Foundation, City of Surprise, Maricopa County, and Rock the Fork Phoenix, LLC, their agents, officers, Producers, members, employees and agents as additional insureds on Exhibitor’s insurance policy.” D. Producer will carry liability insurance; however, said insurance will not under any circumstances cover losses of any kind incurred by the Exhibitor. Said insurance will not cover the Exhibitor should a claim of liability arise between Exhibitor and any attendee. 5. LIABILTY, RELEASES & WAIVERS A. LIABILITY: Exhibitor is solely responsible for the space leased by Exhibitor and shall not injure, mar, or deface the premises. Exhibitor shall not cause or allow any nails, hooks, stakes or screws to be driven into any part of the park without express written permission from Producer. Furthermore, Exhibitor shall not affix to any existing part of the Festival any advertisement, signs, etc., or use Scotch tape, masking tape, or any other adhesive materials on painted surfaces. Exhibitor agrees to reimburse Producer for any loss or damage to the premises or equipment occurring in the space leased to Exhibitor. Producer or its sponsors shall not be liable for failure to perform its obligations under this Agreement as a result of strikes, riots, Acts of God, or any other causes beyond its control. B. RELEASE: On behalf of Exhibitor, its business, its business partners, its employees, owners, representatives, spouses or domestic partners of employees, owners representatives, the children, and respective and/or collective issue, parents, siblings, heirs, assigns, personal representatives, estate(s) hired staff members, and anyone else who can claim by or through such person or persons (collectively, the “Releasing Parties”) of employees, owners, representatives of Exhibitor, (i) Exhibitor WAIVES, RELEASES, AND DISCHARGES THE FOLLOWING PERSONS OR ENTITIES: Community Festival Foundation, City of Surprise, Maricopa County, and Rock the Fork Phoenix, LLC, their insurance carriers, sponsors, exhibitors, Festival vendors, Festival promoters, subcontractors, product suppliers, participating charities, Festival and Festival directors, employees, instructors, volunteers, event location owners and landlords, all states, cities, counties, or localities in which events or segments of events are held, and the stakeholders, parent companies, subsidiaries, officers, directors, employees, representatives, volunteers, and agents of any of the above (the “Released Parties”) FROM ANY AND ALL CLAIMS, LOSSES, OR LIABILITIES FOR DEATH, PERSONAL INJURY, PARTIAL OR PERMANENT DISABILITY, PROPERTY DAMAGE, MEDICAL OR HOSPITAL BILLS, THEFT OR DAMAGES OF ANY KIND, INCLUDING ECONOMIC LOSSES TO EXHIBITOR OR ITS BUSINESS DUE TO EVENT ATTENDANCE, CLOSURE, OR ANY OTHER REASON WHATSOEVER, OR ANY LOST AND/OR STOLEN ITEMS, WHICH ARISE OUT OF, OR RELATE TO EXHIBITOR’s PARTICIPATION IN, OR ITS TRAVELING TO AND FROM THE FESTIVAL, in any manner whatsoever, even if such claims, losses, or liabilities are caused by the ordinary negligence or acts or omissions of the Released Parties; and (b) ALSO AGREES that the Released Parties shall not be responsible or liable in any way for: (ii) any safety, participation or accounting procedures (“Procedures”) of any event, or any changes thereof (iii) any other harm caused by an occurrence related to any event, from and against any claim or cause of action arising out of the receipt or use of any Procedures associated with the Festival, (iv) late, lost, delayed, damaged, incomplete, illegible, unintelligible, misdirected or otherwise undeliverable prizes, payments, or other materials (v) or communications via telephone, electronic, hardware or software program, network, Internet or computer malfunctions, failures, or difficulties of any kind; (vi) any condition caused by events beyond the control of the Released Parties that may cause any event, and its event Procedures therefrom, or any results of the Procedures to be disrupted or corrupted; (vii) any printing, human, typographical or other errors or ambiguities in (or involving) any materials associated with any of the Procedures; (viii) any and all losses, damages, rights, claims and action of any kind in connection with or resulting from participation in the event Procedures; (ix) acceptance, possession, remittal or use of any prizes or payments; (x) any alleged violation by Exhibitor of any law, regulation, or right held by a third party; (xi) any event where time and location changes, based on city permit processing and/or scheduling conflicts with location property Producers; (xii) any event where production time has exceeded, which leads to Procedures being adjusted to accommodate for time constraints in Exhibitor’s city; and (xiii) any challenge or event were the weather is too dangerous for completing any event, and needs to be stopped before Exhibitor can complete any event. C. INDEMNIFICATION: Exhibitor shall on a current basis, indemnify, defend (with legal counsel satisfactory to Producer in its sole discretion) and hold Producer and the City of Surprise, Maricopa County, Community Festival Foundation, and Rock the Fork Phoenix, LLC harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses, which result from or arise out of or in connection with (i) Exhibitor’s participation or presence at the Festival; (ii) any breach by Sponsor/Exhibitor of any agreements, covenants, promises or other obligations under this contract; (iii) any matter for which Exhibitor is otherwise responsible under the terms of this contract; (iv) any violation or infringement (or claim or violation or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (v) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (vi) harm or injury (including death) to Exhibitor; and (vii) loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Producer without Producer’s prior written consent. D. COVENANT NOT TO SUE: Covenant Not To Sue: (i) EXHIBITOR AGREES NOT TO SUE ANY OF THE RELEASED PARTIES IN SECTION (5) OF THIS AGREEMENT FOR ANY AND ALL CLAIMS, LOSSES, OR LIABILITIES FOR DEATH, PERSONAL INJURY, PARTIAL OR PERMANENT DISABILITY, PROPERTY DAMAGE, MEDICAL OR HOSPITAL BILLS, THEFT OR DAMAGES OF ANY KIND, INCLUDING ECONOMIC LOSSES DUE TO FESTIVAL ATTENDANCE, CLOSURE, OR ANY OTHER REASON WHATSOEVER, OR LOST AND/OR STOLEN ITEMS, AND ALL POTENTIAL LIABILITIES LISTED IN SECTION (5) OF THIS AGREEMENT, THAT ARISE OUT OF OR RELATE TO EXHIBITOR’S PARTICIPATION IN THE FESTIVAL; and (ii) To the fullest extent permitted by law, EXHIBITOR AGREES TO DEFEND, PAY ON BEHALF OF, INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES IN SECTION (5) OF THIS AGREEMENT for any and all claims or demands, suits, loss, or liabilities assessed against them by me, my parent or guardian, co-participants, rescuers, and others, as a result of ALL POTENTIAL LIABILITIES LISTED IN SECTION (5) OF THIS AGREEMENT, THAT ARISE OUT OF OR RELATE TO EXHIBITOR’S PARTICIPATION IN ANY EVENT WHATSOEVER. E. ASSUMPTION OF RISK: Assumption of Risk: Exhibitor expressly assumes all risks associated with, resulting from or arising in connection with Exhibitor’s participation or presence at the Festival, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property (whether or not stored in any courtesy storage area, including without limitation any subrogation claims by its insurer). Neither Producer nor the City of Surprise, nor Maricopa County, Nor Community Festival Foundation accepts responsibility, nor is a bailment created, for property delivered by or to Exhibitor. Neither Producer nor the City of Surprise shall be liable for, and Exhibitor hereby fully and forever release and discharge the Producer, Community Festival Foundation, the City of Surprise, and Maricopa County, individually and collectively, and their present and former officers, directors, shareholders, partners, affiliates, employees, agents, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys’ fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively “Claims”) which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor’s participation and/or presence in the Festival. Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract, and the releases contained in this Section, it is assuming any risk of such unknown facts and such unknown and unsuspected claims. F. PHOTO RELEASE: Exhibitor GRANTS PERMISSION for the use of its name and/or likeness relating to its participation in any event, and Exhibitor waives all right to any future compensation to which it may otherwise be entitled as a result of the use of its likeness. ALSO AGREE that the Released Parties shall not be responsible or liable in any way FROM THE USE OR REUSE OF ITS APPEARANCE, PERFORMANCE, NAME, VOICE, LIKENESS, OR BIOGRAPHICAL INFORMATION (including, without limitation, any claim that such use invades any right of privacy and/or publicity) 6. SPACE: The contracted space is to be used solely by the Exhibitor whose name appears on the contract and no portion can be sublet or assigned. 7. GUARANTEE: Producer does not guarantee in any way the attendance figures for any event. Producer does not guarantee the success of any Exhibitor. 8. EXHIBITOR’S PROPERTY: A. Although security service will be furnished for the Festival, all of Exhibitor’s property at the Festival shall be stored at the sole risk of Exhibitor. Neither Producer nor the City of Surprise, nor Maricopa County, nor Community Festival Foundation assumes any responsibility for damage to, loss, or theft of property belonging to Exhibitor, its agent, employees, business invitees, visitors or guests. B. Exhibitor agrees to remove its exhibit from Festival site by the final move-out time. In the event of a failure to do so, Exhibitor agrees to forfeit its security deposit paid to Producer. A breach of any term or condition in this Agreement, which results in damages to Producer, or a failure by Exhibitor to remove any exhibit equipment at the time determined by Producer, shall cause the Exhibitor to become immediately liable on any unpaid sums owing hereunder. 9. ALCOHOLIC BEVERAGES: Exhibitor and its employees, agents, and guests shall not sell or consume any alcoholic beverages. Producer in its discretion may remove any Exhibitor from the Festival without refund for violation of this restriction. 10. INSTALLATIONS: Any special carpentry, wiring, electrical or other work, water, or drainage connections shall be installed at Exhibitor’s expense, and within Producer’s rules and requirements. 11. CANCELLATION OF CONTRACT: If this Agreement is cancelled by Exhibitor for any reason, or by Producer because of an Exhibitor’s default or violation of this Agreement, monies paid to Producer shall be retained as follows: (i) If cancellation occurs (45) days or more before the first day of the Festival, Producer shall retain 50% of Exhibitor space rental fee and shall return the balance paid to Exhibitor. (ii) If cancellation occurs within (44) days or less prior to the first day of the Festival, Exhibitor is liable for the entire cost of the booth space, which includes money paid and any outstanding balance. Producer shall retain these monies as liquidated damages for the direct and indirect costs incurred by Producer for organizing, setting up and providing space for Exhibitor, and losses and additional expenses caused by Exhibitor’s withdrawal including re-let of the space.To receive a refund, cancellations must be in writing. 12. NO EARLY TAKEDOWN: Exhibitor agrees not to begin dismantling the booth or display materials before 9:00 p.m. on the last day of the Festival. 13. CANCELLATION OF FESTIVAL: Should the premises where the Festival is being held become unavailable for occupancy for “cause or causes” not within the control of Producer, Producer and sponsors will not be held responsible for any claims which might arise in consequence thereof. 14. CHECK POLICY: Checks are not being accepted for Exhibitor Fees. Only debit/credit cards will be accepted for payment option. 15. MUSIC: Exhibitor agrees that it shall not perform nor have performed for it or on its behalf, either live or by mechanical means of playing by radio, television, VCR, DVD, phonograph, CD (compact disc), taped cassette or recording of any other means, nor transmit by any means, any copyrighted musical composition during the show or at any official function which is part of, affiliated with, or held in conjunction with the Festival. This is the rule unless the Exhibitor shall first have attained from the owner of the copyrights of all music to be performed, or from an agent of the owner legally authorized to grant permission, license or other proper authorization for the public performance of the copyrighted music, and shall have first attained authorization and permission for Exhibitor to publicly perform the copyrighted music at the show. Exhibitor will provide Producer with a copy of each such document, authorizing Exhibitor the rights to publicly perform copyrighted music at the Festival, and this copy must be provided to Producer no later than ten (10) business days prior to the first day of the Festival. If Exhibitor has not provided copies of such documents to producing Producer as provided and described herein, Exhibitor agrees that it shall not perform or have performed on its behalf, or by any means of presentation, any copyrighted music at the Festival. 16. SUPPLIES: Producer will not provide office supplies/extension cords/etc., for customers or vendors. 17. NON-ALCOHOLIC BEVERAGES: No beverages other than Pepsi Co products purchased from Producer’s exclusive distribution partner will be allowed to be sold at the Festival. The only exceptions include fresh-brewed coffee, tea or cocoa. Signs or displays featuring other products should not be utilized or competing logos should be covered or removed. 18. TAXES & LICENSES: Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Festival at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event(s). 19. COPYRIGHTED MATERIALS: Exhibitors shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Festival unless it has obtained all necessary rights and paid all required royalties, fees or other payments. 20. COMPLETE CONTRACT: A. This Agreement, together with the Information Packet and FAQ page on the website provided by Producer, constitutes the complete Agreement between Producer and Exhibitor. This Agreement supersedes all previous or contemporaneous negotiations, arrangements, or understandings between Producer and Exhibitor with respect to the Festival. B. RIGHTS OF OFFSET & ENFORCEMENT: In the event Exhibitor is indebted to Producer, whether or not such indebtedness arises from this or any other agreement, Producer shall have the right in its discretion, to apply any refunds of Exhibitor fees properly due Exhibitor to such other indebtedness in the event legal action is filed by Producer to enforce the terms and provisions of the agreement, the prevailing party in such action shall be entitled to reimbursement of court costs and reasonable legal fees. C. GOVERNING LAW: This contract is governed by the laws of the State of Arizona as applied to contracts entered into and entirely performed within such state. Exhibitor agrees that the courts located in the State of Arizona shall constitute the exclusive forum for the resolution of any and all disputes arising out of, connected with or related to this contract or the breach of any provision of this contract. Exhibitor waives any right to assert lack of personal or subject matter jurisdiction and agrees that venue properly lies in Surprise, California. D. SEVERABILITY: If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this Agreement (including, without limitation, Section (5) of this Agreement [the Assumption of Risk provision] and [the Release] and [the Covenant Not to Sue] remain legal and enforceable, the remainder of this Agreement shall remain operative and binding on the Parties. E. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart. E. This Agreement shall be effective and binding once the Exhibitor selects the Terms and Conditions confirmation box upon submitting an online Application. IP Addresses are recorded for every submission. I HAVE READ THESE EXHIBITOR TERMS AND CONDITIONS, AS WELL AS ITS WAIVER AND RELEASE, AND UNDERSTAND ITS CONTENTS. I ALSO UNDERSTAND THAT VOLUNTARILY PARTICIPATING IN THIS ACTIVITY. I UNDERSTAND THAT MY IP ADDRESS IS BEING RECORDED WITH EVERY CHECKOUT PROCESS AND BY SELECTING THE CONFIRMATION BOX NEXT TO THE TERMS AND CONDITIONS DURING THE APPLICATION SUBMISSION PROCESS, AND THAT BY SUBMITTING PAYMENT FOR ANY EXHIBITOR SERVICES/PRODUCTS, I EXPLICITLY AGREE TO THESE EXHIBITOR TERMS AND CONDITIONS.