Vendor Agreement for Chautauqua Institution

THIS AGREEMENT made and entered between Chautauqua Institution, a not-for-profit organization located at One Ames Avenue, P.O. Box 28, Chautauqua, New York 14722 (hereinafter known as "Chautauqua") and Vendor, both parties agree as follows:

1. Responsibilities of Chautauqua
   1. Chautauqua will provide access ID passes for personnel necessary to staff vendors' booths up to a maximum of three (3) per Event or day, whichever is shorter.
   2. Upon receipt of this Agreement, and the payment of any vendor fee, Chautauqua shall provide vendor space(s) in Miller Park, each with two folding chairs and one 8’ x 4’ table
2. Responsibilities of Vendor
   1. In no event will any booth or table be opened before 11 a.m. or after 4 p.m.
   2. Vendor will not sell or donate space in their booth for advertising and/or promotion of any third party without the written consent of Chautauqua.
   3. Vendor agrees to operate in accordance with regulations set forth by state and federal agencies and the Chautauqua County Health Department.
   4. Vendor shall obtain all necessary permits to operate from the New York State Liquor Authorities (if necessary) and/or the Chautauqua County Health Department.
   5. Vendor shall abide by the rules and regulations of Chautauqua and all Event rules promulgated by Chautauqua and provided to Vendor prior to the Event opening.
   6. Vendors are individually responsible for collecting, reporting and paying all applicable federal, state and local taxes. Vendors who sell taxable products are required to provide a current New York State Sales Tax ID Number and must provide that number upon application or, if pending, must provide the number prior to the start of the Event. Vendors must have a current NYS Certificate of Authority and visibly display that Certificate in their booth at all times throughout the Event. Out-of-state vendors must obtain a temporary Certificate of Authority prior to arriving at the Event. Registering online is the best way to secure your NYS Sales Tax ID Number and Certificate of Authority. For further information and to register, visit www.tax.ny.gov or call 1-518-485-2889.
   7. Vendor agrees to pay all fines/penalties levied to Vendor and to reimburse Chautauqua for any fines/penalties levied to Chautauqua as a result of Vendor's non-compliance with any federal, state or local law or regulation.
   8. Vendor is responsible for arranging for any electrical requirements for their booth or table setup at Chautauqua. As there is only one space in Miller Park with access to electrical service, Chautauqua, at its discretion, may refuse provision of electrical service. Vendor must advise Friends of Chautauqua Visual Arts of any electrical requirements.
   9. Food Vendors, including those who offer samples of food, will be required to have their Health Department permits and hand washing station. If you will be sampling/selling any food items, you must have an appropriate Health Department permit. You also need to have a copy of your sales tax certificate on file with Chautauqua and on display at your booth if you are conducting any sales.
   10. Vendor will display an appearance and manner appropriate with the mood and theme of the Event being held. The vending station will not in any way interfere with the Event on hand, nor will vending staff leave the station unattended. Chautauqua reserves the right in its sole discretion to remove signs or other items it deems inappropriate for the Event.
   11. Vendor shall maintain the booth and the area surrounding the booth in conformity with all applicable sanitary and health laws and regulations and shall also keep the booth and the surrounding area neat, clean and free of accumulated refuse and debris. Vendor will leave their booth clean and ready for use and dispose of all garbage and/or waste in appropriate containers before leaving the area.
       
       
3. General Information and Additional Provisions
   1. Vendor will provide Chautauqua with a W-9, if applicable.
   2. Vendor locations are determined by Chautauqua.
   3. Any support vehicles required by Vendor must be parked in the lot designated by Chautauqua.
   4. Vendor shall remain an independent contractor and nothing contained herein or done pursuant hereto shall be construed to create any relationship of principal and agent or employer and employee between Chautauqua and Vendor.
   5. Vendor understands and acknowledges that Chautauqua is not responsible for security or any damage to or the loss of any personal property, goods, exhibits, displays or other materials brought into the Event facilities, or for any item left unattended, or for loss or damage which occurs in Chautauqua’s parking areas, whether before, during, or after the Event.
   6. Vendor agrees to indemnify, defend, and hold harmless Chautauqua, its officers, agents, employees, volunteers and subsidiaries, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any bodily injury (including death), property damage, or other loss (1) caused by Vendor’s products or services or (2) otherwise arising in connection with this Agreement, excepting only claims based on Chautauqua's intentional acts.
   7. Trash Disposal: Chautauqua will provide Vendors with rules with respect to trash disposal. Vendors will be required to bag all trash at the conclusion of each day and will place the bagged trash in a receptacle designated by Chautauqua. Failure to comply may result in forfeiture of Vendor's right to participate in the Event.
   8. Chautauqua reserves the right to refuse Vendor participation in the Event if Vendor does not comply with the Event rules set forth by Chautauqua.
      
      
4. Insurance
   1. Vendor agrees to secure and maintain during the period of this Agreement the following insurance coverages:
   2. Vendor agrees to name Chautauqua Institution as "additional insured" and provide a certificate of coverage no later than 14 days prior to the Event.
      

           i.    general liability aggregate limit $2,000,000

           ii.   general liability per occurrence $1,000,000

           iii.  damage to premises per occurrence $300,000

           iv.  workers' compensation insurance, if required under New York State law (See https://www.wcb.ny.gov/content/main/coverage-requirements-wc/ for information on New York requirements.)

   3. Additionally, a copy of Vendor's certificate of workers' compensation insurance is required, if applicable.
   4. Chautauqua Institution wishes to support small businesses, such as casual crafters. There are a several insurance companies that specialize in single day event insurance for craft fairs, art shows, etc. with policies starting at $49 for one day. They are geared toward the casual crafter and vendors can apply online and get a policy instantly. For reference purposes only, and not as recommendations, a list of some temporary insurance providers follows:
      

            i.   https://www.actinsurance.com/

            ii.  https://www.theeventhelper.com/vendor-insurance

            iii. https://www.insurancecanopy.com/art-vendor-insurance

5. Fees
   1. Vendors will be required to pay fees as follows:
      

            i.  ONE SPACE = $75

            ii. ADDITIONAL SPACES (IF AVAILABLE) = $75 EACH

6. Cancellations
   1. In the event of cancellation by the Vendor the fees will not be refundable.
   2. In the event that Vendor fails to exhibit at the Event, no fees will be refunded.
   3. This is an outdoor Event and will be held rain or shine. In the event of inclement weather, Vendor locations may need to be modified. No fees will be refunded.
   4. In the event that Force Majeure prevents the Event from being held, Chautauqua and Vendor shall be respectively relieved of their obligations under this Agreement and neither party shall have any claim for damages, lost revenue or lost income against the other party or any claim for reimbursement for lost revenue or income or for expenses from the other party. For purposes of this Agreement, Force Majeure means and includes any of the following: acts of God, storms, fire, smoke, fog, pandemic, epidemic, acts, regulations, orders or decrees of governmental authorities (executive, legislative or judicial) or other public or quasi-governmental or quasi-public authorities or agencies, recommendations or advisories of public health authorities or agencies, bans on public gatherings, indications of public safety, acts of labor unions, labor difficulties, lockouts, strikes, civil disobedience, war, riots, black-outs, fuel shortages, power outages, acts or threats of acts of terrorism, public mourning, air raid alarm, air raid, and acts of a public enemy, or any other similar circumstances beyond a party’s reasonable control. Force Majeure specifically does not include, solely as to the Vendor, interruption, or delay of transportation service.
      
      
7. Photo/Video Release
   1. By participating in this Event, Vendor grants Chautauqua Institution, its agents, its affiliates and its employees the irrevocable and unrestricted right to use Vendor’s image, likeness, name, voice, or other proprietary or public rights, in any publication, broadcast, telecast, photograph, video, audio sound, audiovisual and/or other recording taken in connection with the Event, or other transmission, distribution, public performance, or reproduction in whole or in part, for any lawful purpose without restriction to time limit or geographic area, including publication, promotion, illustration, advertising, trade, or historical archive in any manner or in medium.
   2. Vendor agrees to release Chautauqua Institution and its legal representatives from liability for any violation or claims relating to said images or video. Vendor waives its rights to any and all compensation stemming from the use of these materials.
      
      
8. Miscellaneous
   1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice of law principles.
   2. Any state or federal court sitting in the County of Chautauqua, the State of New York shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement may be brought in any such court.
   3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether written or oral.
   4. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
   5. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.