Aloha! You ( “Vendor”) have requested and Kaiser PTSA has agreed to permit Vendor to participate in the Kaiser PTSA Farmers’ Market at 511 Lunalilo Home Road (the “Property”), subject to the terms and conditions in this letter agreement. Completion of this agreement does not guarantee placement at the market, but must be completed to be placed.
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1. Authorization to Participate in the Kaiser PTSA Farmers’ Market. Kaiser PTSA grants to Vendor (including Vendor’s agents, employees, representatives, suppliers and consultants) permission to enter the portion of the Property designated by Kaiser PTSA (the “Premises”), on the dates and times designated by Kaiser PTSA, to participate in the Kaiser PTSA Farmers’ Market. Vendor acknowledges and agrees that the Kaiser PTSA Farmers’ Market is currently held generally every Tuesday from 4-6:30 pm, which schedule is subject to change in the sole discretion of Kaiser PTSA, and participating vendors are permitted entry onto the Premises on such days from 3pm - 7pm only.
2. Term and Termination. The term of this letter agreement shall commence upon execution in full by the parties and delivery to Kaiser PTSA by Vendor of a certificate of insurance demonstrating compliance with Section 6. Vendor understands and agrees that Kaiser PTSA has the right to terminate this letter agreement and Vendor’s authorization to enter the Premises to participate in the Kaiser PTSA Farmers’ Market at any time, with or without cause. No termination or expiration of this letter agreement shall relieve Vendor of its obligations to perform those acts required to be performed either prior to or after its termination.
3. Consideration. For each week Vendor participates in the Kaiser PTSA Farmers’ Market, Vendor shall renumerate the lesser of $30.00 or 10% of gross sales. Payments shall be made the same day with no exceptions. It is the responsibility of the vendor to make payment to authorized volunteers at the end of first row no later than 6:40pm. Failure to do so may result in penalties of up to $100.00 and/or termination of this agreement.
4. Personal Property Insurance. Vendor is solely responsible for insuring any personal property Vendor places on the Premises in such amounts as Vendor deems adequate for its purposes.
5. "As-Is;" Assumption of the Risk. Vendor hereby acknowledges and agrees that Kaiser PTSA has not made any representations or warranties concerning the condition of the Premises, and therefore, Vendor is entering the Premises pursuant to this letter agreement under the condition that the Premises is in its "as-is" condition. Furthermore, Vendor hereby assumes all risks associated with conditions existing in, on or under the Premises and all natural and manmade conditions associated therewith. Vendor hereby releases and discharges Kaiser PTSA,Hawaii State PTSA, Kaiser High School and the State of Hawaii of and from any and all damages, charges, claims, causes of action or detriment whatsoever, both, known and unknown, foreseeable or unforeseeable arising from or related to all such pre-existing conditions of the Premises.
6. Insurance. Vendor shall obtain and maintain in full force and effect, at its own expense, a policy of commercial general liability insurance, written on an occurrence basis, on which “Friends of Kaiser PTSA, Hawaii State PTSA, Kaiser High School and the State of Hawaii” shall be named as an additional insured, insuring against liability for injury to persons and/or property and/or death of persons occurring in, on or about the Premises caused by Vendor’s or its agents’, guests’, employees’, or Vendor’s suppliers’, consultants’ or invitees’ (collectively, the “Vendor Parties”) conduct caused by, related to or arising out of the use of the Premises by Vendor or the Vendor Parties, with a limit of liability of not less than One Million Dollars ($1,000,000) combined single limit. Such coverage afforded to the Kaiser PTSA shall be primary and non-contributory. Such policy or policies or certificate showing the above coverage shall be deposited with the Kaiser PTSA prior to entry onto the Premises, and thereafter within ten (10) days prior to the expiration of such policy. Vendor also agrees to carry: (i) Workers Compensation Insurance that provides statutory benefits and coverage imposed by applicable state or federal law for Vendor’s personnel, employees or agents and Vendor shall satisfy all Workers Compensation obligations imposed by law; and (ii) Commercial Automobile Liability Insurance coverage with limits of not less than One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) for property damage per occurrence specifying “all autos” coverage or “all owned, leased, hired or non-owned autos.”
All policies shall be from an insurance company licensed to do business in Hawaii with an AM Best rating of no less than A, VII, provide for a full waiver of subrogation and require that the company writing said policy will give to Kaiser PTSA thirty (30) days’ prior written notice of any cancellation or termination, or reduction in the amounts, of coverage.
7. Indemnity. Vendor shall indemnify and hold harmless Kaiser PTSA, Hawaii State PTSA, Kaiser High School and the State of Hawaii and their respective officers, directors, shareholders, parent company, affiliates, employees, agents, representatives, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, damages (including, but not limited to, bodily injury, death and property damage, whether direct, consequential or punitive), liens, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and costs) (collectively, the “Claims”), caused by, related to or arising out of use of the Premises by Vendor and its agents or employees, or by the Vendor Parties to the extent related to the entry onto and/or use of the Premises by Vendor. The indemnity obligations contained in this Paragraph shall survive the expiration or termination of this letter agreement.
8. Compliance with Laws and House Rules. At all times during the term of this letter agreement, Vendor shall comply with all laws and regulations applicable to its entry onto, activities on, and use of the Premises. Vendor shall, at its sole cost and expense, faithfully observe and promptly comply with all local, state and federal laws, statutes, ordinances and governmental rules, regulations and requirements now in force or which may hereafter be in force with respect to Vendor's use of the Premises including, but not limited to, hazardous materials laws. If there are any licenses, approvals, authorizations or permits required by any governmental agency or authority, Vendor shall be solely responsible for obtaining them at Vendor’s sole cost. Vendor further acknowledges receipt of and agrees to fully comply with the house rules attached hereto as Exhibit A.
9. No Assignment; Binding. This Agreement cannot be assigned by Vendor, voluntarily or by operation of law, without the prior written consent Kaiser PTSA, which Kaiser PTSA may withhold in its sole and absolute discretion. This letter agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.