This Agreement, is entered into this 
, 2024, by and between (hereinafter referred to as the “Vendor”), having a principal officer address of and the City of Somerset, having a principal officer address of 306 East Mt. Vernon Street, Somerset, Kentucky, 42501, hereinafter referred to as the “City”; and WHEREAS, the City is hosting the Moonlight Festival on October 19, 2024, from 11AM to 10PM, and the City has the right to permit concessions to vend at and during said Event; and
WHEREAS, the City desires to have concessions and/or vending services provided by the above-stated Vendor; and the Vendor desires and agrees it shall perform said concession/vending services at the above-stated Event pursuant to the terms set forth below;
NOW, THEREFORE, the parties hereby agree as follows:
I. RATE FOR WORK TO BE PERFORMED AND CONDITIONS.
1. The Vendor shall pay the City the total sum of 15% of the total sales for the day of the event, and for the right to provide concessions/vending/sell spirits at and during the above-stated Event. The total sum of the 15% of the total sales for the day is due to the City of Somerset 10 days post-event;
2. Vendor shall have access to the location agreed upon by the parties no less than 2 hours before the Event's commencement for the purpose of setting up Vendor's vending station, goods, and other things necessary and reasonable to vending at the location;
3. Vendor shall not vend any goods or services other than those described herein at and during the Event without the Host's written consent;
4. Vendor's vending station shall be no larger than 10 x 10 feet or taller than n/a feet if it is a pop-up tent. If vendor needs a space larger than a 10X10, Vendor shall list the exact size needed for vendor’s space at the event. Please include the measurement of any towed trailers or other towed or hitched equipment. All towed trailers or equipment must be attached to the food truck. Vendor’s space shall be kept and left clean and orderly before, during, and after event; and shall comply with all applicable local, state, and federal laws and regulations, including, but not limited to, any and all Health Department or other authority permits as may be required;
5. Vendor's staff may announce the availability of the goods to be served only while they are within the confines of the vendor's location;
6. Vendor's staff shall be clothed and groomed in a clean, neat fashion and shall conduct themselves in an orderly fashion;
7. No loud music, noise, or sound amplification devices shall be used by vendor's staff at the location;
8. Vendor shall have access to the location for up to 2 hours after the Event's conclusion to dismantle and remove all things brought to the location by Vendor. Vendor shall leave the location clean of trash and substantially in the condition it was before Vendor occupied it.
9. Vendor shall bring their own generators for the event. There will be a minimal number of generators available for rent in the case of an incident/malfunction of the vendor's existing generator. The limited availability will be based on a first-come, first-serve basis. In the case of rental, there will be a $200.00 charge for use of generator during the event. Rented generators shall be returned to the City at the end of the event.
10. Vendor’s shall submit their Certificate of Liability insurance form with the signed contract for event. City of Somerset must be listed as Certificate holder and listed as additional insured. Contracts should also include a copy of their W9. All paperwork must be received 30 days prior to the event.
11. Vendors’ contracts must be signed by hand or digitally. Vendors can complete the online signature form and payment, or can sign, scan and email to events@cityofsomerset.com, or direct mail to the City of Somerset c/o EVENTS, PO Box 989 Somerset, KY 42502.
12. Vendors will be given a confirmation and copy of final approval for all required paperwork being completed by the City of Somerset. Vendors will receive a map prior to event to show location of entrance to event as well as location of where the food truck or reserved space will be placed. Vendor will also be assigned a load in time prior to event. All contracts are due 60 days prior to event date.
II. INDEPENDENT PARTIES. Nothing contained herein, or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the City and the Vendor. The Vendor is not an employee of the City or any of its subsidiaries or affiliates. The consideration set forth in Section I shall be the sole consideration due for the services rendered hereunder. It is understood that the City will not withhold any amounts for payment of taxes from the compensation hereunder. The above-named individual/entity/Vendor will not represent to be, or hold herself/himself/themselves out to be, an employee of the City of Somerset, and also acknowledges that she/he/they shall not have the right or entitlement in or to any benefit programs now or hereafter available to the City’s employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or regulations shall be the sole responsibility of the Vendor and she/he/they shall indemnify and hold the City harmless from any and all damages, claims, and expenses arising out of, or resulting from, any claims asserted by any taxing authority as a result of, or in connection with, said payments.
III. INDIVIDUAL TAXPAYER I.D. The taxpayer I.D. number /social security number of the Vendor is . This information will be used for tax purposes only and will not be provided to any other party for any other purpose.
IV. INDEMNITY. The Vendor agrees to be responsible for his/her/their own insurance for all purposes, including but not limited to worker’s compensation, and unemployment insurance, if applicable. The Vendor agrees that if any damages/injuries occur to which said insurance does not apply, or if she/he/they fail to carry said insurance for herself/himself/themselves, she/he/they shall indemnify and hold harmless the City of Somerset, its agents, and employees, from and against any damages, claims, and expenses arising out of or resulting from damages or injuries. The City agrees that its general liability coverage shall be applicable to the property and employees of the City of Somerset only, and shall not cover personal injury or liability claims of or against the Vendor when such occurs while the Vendor is operating under the role of service provider to the City pursuant to this Agreement.
V. COMPETENT WORK. All work will be done in a competent fashion in accordance with applicable standards of the profession/industry and pursuant to applicable law.
VI. REPRESENTATIONS AND WARRANTIES. The Vendor will make no representations, warranties, or commitments binding the City without the City’s prior consent.
VII. LEGAL RIGHT. The Vendor covenants and warrants that it she/he/they have the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that it has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. She/he/they shall indemnify and hold harmless the City from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified and to terminate all obligations of the City in regards to this Agreement.
VIII. WAIVER. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.
IX. NOTICE. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below:
1. Notices to Vendor:
2. Notices to the City: 306 East Mt. Vernon St. Somerset, KY 42501 (physical)
PO Box 989 Somerset, KY 42502 (mailing)
X. ENFORCEABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.
XI. TERM OF AGREEMENT/ENFORCEMENT OF AGREEMENT. This Agreement may be terminated by either party with good cause by submitting a written notice stating the cause for termination 30 days prior to the event. If either party should have to seek legal action to enforce any part of this Agreement, said shall be done in a Court of Competent Jurisdiction in Pulaski County, Kentucky, and associated court costs or expenses, including, but not limited to, reasonable attorney fees, shall be paid by the non-prevailing party.
XII. MISCELLANEOUS.
a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.
b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of the City and to its successors and assigns. Nothing in this Agreement shall be construed to permit an assignment by the Vendor of any of its rights or obligations hereunder, and such assignment is expressly prohibited.
c. Governing Law, Severability. This Agreement shall be governed by the laws of the Commonwealth of Kentucky and all court actions required as a result of this agreement shall take place in the 28th Judicial Circuit, Pulaski County. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.