Submission of this application in no way grants consideration, acceptance or occupancy at any Three Rivers Festival event or venue, without express written consent in the form of a fully executed Three Rivers Festival License Agreement.
Applicant must comply with all Indiana laws, including collecting and reporting sales tax when required. All vendors must have an Indiana Retail Merchant Certificate, if applicable, by Indiana Law and Department of Revenue.
(A) License Area and Location. Licensor hereby grants to Licensee a non-transferable right and revocable permission for the temporary use of and right to occupy those certain premises (“the License Area") containing approximately Size listed in Application located in the Three Rivers Festival “Food Alley.”
(B) Term. The Term of Agreement will commence on: July 7, 2023 and will expire on July 15, 2023.
(C) Use. Licensee will use the License Area during the Term of this Agreement for the sole purpose of retail sale of Items as agreed upon listed in Menu Addendum and for no other purpose whatsoever.
(D) Fixed Fee. The Fixed Fee for Licensee's use of the License Area is Cost of items selected in Application.
(E) Percentage Fee. A Percentage Fee will be paid on gross sales and revenues made by Licensee in the License Area. The Percentage Fee will be Seven Percent (7%) of all sales and revenues (excluding taxes) made by the Licensee in the License Area in excess of $10,000.00 (the "Break Point”). The Percentage Fee will be due and payable within seven (7) days of the expiration date of this Agreement.
(F) Other Fees. Electricity Fee (VOLTS Requested(V), AMPS Requested(A) $2 per AMP as listed in Application. Water Fee $35.00 Stock Truck Parking Fee As indicated on Application.
(G) Trash/Debris Penalty. Vendor must remove their own trash from their License Area and properly dispose of recyclable and compostable material in containers provided by the Licensor. Vendors must leave the License Area trash-free and in the same condition as when provided. Vendor will be charged $150 penalty for any debris or trash left on site. Photographic evidence will be provided with the penalty invoice.
(H) Payment Schedule. The Percentage Fee shall be paid as set forth above, and the other sums due to Licensor pursuant to this Agreement are to be paid to: Three Rivers Festival, 102 Three Rivers North, Fort Wayne, Indiana 46802, according to the following schedule: $ 100% of TOTAL due by February 3, 2023 in order to qualify for a 5% rebate on booth space fee (payable after festival). Otherwise, half is due by February 3, 2023 with the remainder due by May 30, 2023.
(I) Sales Reports. By 11:00 a.m. each day of the Festival, Licensee shall provide to Licensor a written report of all of its previous day’s sales and revenues (excluding taxes), signed by Licensee. In the event Licensee falls to provide such report by such time and date. Licensee shall pay Licensor a late charge of Ten Dollars ($10.00), which shall become immediately due and payable. At reasonable times during the Festival, Licensor will have the right to inspect, audit and make copies of all of Licensee’s data and sales records with respect to Licensee’s gross sales. Upon request, Licensee shall supply Licensor with copies of payments and sales tax returns filed with the Indiana Department of Revenue, with respect, solely, to Licensee’s gross sales under this Agreement. If any deficiency in the payment of the Percentage Fee Is disclosed by subsequent review of gross sales records, Licensee will immediately pay such delinquency plus late charges per Paragraph “I”. Section (I) daily Sales Reports are in lieu of a Point of Sale (POS) terminal issued by the licensor to record transactions. Failure to use licensor issued device, if applicable, for each sales transaction will result in a $150 penalty for each occurrence.
(J) Late Charges. It Licensee shall fail to make any payment of the Fixed Fee, Percentage Fee, Other Fee or any other charge to Licensor when due, Licensee shall pay Licensor a late charge equal to One Hundred Dollars (S100.00) plus Ten Dollars ($10.00) per day for each day after the fifth day past due for so long as said default continues. If default continues for a period in excess of five (5) days, Licensee shall pay Licensor interest on the amounts owing (until paid) at a rate to the lesser of: (i) twelve percent (12) per annum; or (ii) the maximum legal rate.
(K) Licensee further agrees that It shall, at its sole cost and expense:
1. At all times maintain the License Area in good, clean and safe condition and on the expiration date or earlier termination of the Term of this Agreement shall return the License Area to Licensor in broom clean condition and restored to at least as good a condition as it was in before Licensee took possession.
2. At all times observe and comply with all laws, ordinances, rules, the securing of all permits and licenses, regulations and code requirements, as well as those of the Licensor. Licensee and its employees shall wear appropriate attire at all times while in “Food Alley”.
3. Deliver to Licensor a Certificate of Insurance fifteen days prior to the commencement date of this Agreement, naming Three Rivers Festival Executive Board, Inc. and their respective agents and/or beneficiaries as additional insured, with the following coverage: Commercial General Liability insurance in minimum amounts of $1,000,000 combined single limit on bodily injury and property damage liability including products liability. The Certificate of Insurance shall contain a provision that Licensor and Licensee shall be given a minimum often (10) days written notice by the insurance company prior to cancellation, termination and material change in such insurance.
4. Indemnify and hold harmless. Licensor, its agents and/or beneficiaries and partners of beneficiaries, any employees and ground
lessors from and against all liabilities, obligations, damages, penalties, claims, cost and expenses, including reasonable attorneys' fees which may arise in any manner out of the use or presence in the License Area.
5. Licensee shall not cause or permit any hazardous material to be brought upon, stored, kept, used or discharged on or about the License Area.
(L) Relocation. Licensee understands and agrees that the License Area may be relocated at any time at the discretion of, and without liability to the Licensor.
(M) Termination. Licensee understands and agrees that Licensee's rights under this agreement may be terminated for just cause, including but not limited to, health, safety or operational violations by Licensee, with no liability to Licensor. All fees paid will be forfeited by Licensee, as liquidated damages.
(N) Hours of Operation. Licensee shall be open for business at the License Area from 11:00 a.m. until 11:00 p.m. each day during the Term, regardless of weather. Accordingly, with respect to any day during the Term that Licensee shall fail to be open for the hours provided for above, Licensee shall pay a late opening/early closing charge of S25.00, which shall become immediately due and payable. The late opening/early closing charge shall not be in lieu of Licensor's other remedies under this Agreement or at law, and acceptance by Licensor of such late opening charge shall not preclude Licensor from seeking any other available remedy.
(O) Default. Any breach or default by the Licensee under this Agreement shall constitute a default under any other Agreement or Lease between Licensor and Licensee, Any breach or default under any other Agreement or Lease between Licensor and Licensee shall constitute a default under this Agreement. Licensee will reimburse Licensor for any and all costs and expenses including reasonable attorney's fees which Licensor incurs in connection with the enforcement of this Agreement. Failure of Licensee to maintain insurance herein provided shall be an event of default under this Agreement, and in addition to any and all rights and remedies available to Licensor by law or under this Agreement, Licensor shall have the right to immediately terminate this Agreement.
(P) Changes. No modifications to this agreement are permitted unless they are submitted in writing to the Three Rivers Festival office, and approved and signed by the Director of Operations.
(Q) Notices. All notices or payments made pursuant to this Agreement will be to the location below.
(R) Holdover. At any time that Licensee occupies the License Area during or beyond the Term specified in Paragraph “B”, Licensee will be subject to all rules and conditions of this Agreement, including said insurance requirements and indemnification as requested herein. This Agreement shall not permit Licensee to remain in the License Area (“Holdover”) beyond the expiration of the Term hereof, without Licensor’s written consent. At the termination of this Agreement, Licensee agrees to yield up immediate and peaceable possession of the License Area, and failing to do so, to pay as liquidated damages a fee equal to One Hundred Dollars (S100.00) per day. Licensor or his legal representatives may at any time thereafter, without notice, expel and remove, at Licensee’s expense, any persons and property occupying License Area, without prejudice to any remedies that might be otherwise used for arrears of fees or breach of covenants.
(S) Assignment or Subletting. Licensee shall neither sublet the License Area or any part thereof, nor assign this Agreement, nor permit by any act or default any transfer of Licensee’s interest, nor permit the use thereof for any purpose other than agreed in Paragraph “C”, without in each case the written consent of Licensor.
(T) Other. Licensee acknowledges receipt of the “Three Rivers Festival Food Concession Manual,” incorporated herein as part of this Agreement. Licensee agrees to be bound by all the terms and conditions of said Manual, and understands failure to comply with said terms and conditions will be grounds for immediate termination of this Agreement.
Applicants accepted into the event will be notified by email by March 30, 2023. A Vendor Agreement will be sent to all accepted applicants, which must be returned within 30 days. An invoice will be sent for all applicable fees, which must be paid by the dates indicated in the Vendor Agreement. Applications will not be considered after April 30, 2023.
