VENDOR SPACE RENTAL AGREEMENT MAY 25-27, 2018 – MARKET DAYS AT LIBERTY CROSSING
THIS AGREEMENT is between “Vendor” and Market Days at Liberty Crossing, LLC (“MDLC”) for participation in Market Days at Liberty Crossing (“Event”).
This Agreement shall not bind MDLC or Vendor until you sign this agreement below (the “Binding Conditions”). IMMEDIATELY UPON SATISFACTION OF THE BINDING CONDITIONS, THIS AGREEMENT SHALL AUTOMATICALLY BECOME AN EFFECTIVE AND BINDING CONTRACT BETWEEN MDLC AND VENDOR.
This Agreement sets forth the entirety of the parties’ respective rights and obligations in connection with Vendor’s operation of a booth space at Market Days at Liberty Crossing located at 4321 N I-35, Buildings 100 & 200, Gainesville, Texas.
I. CREATION OF BINDING AGREEMENT MDLC – upon acceptance into the event – has conditionally approved you to operate a booth from 10:00 a.m. to 6 p.m. CST on Friday, May 25, 2018, 10:00 a.m. to 6 p.m. CST on Saturday, May 26, 2018 and 10:00 a.m. to 2 p.m. CST on Sunday, May 27, 2018 (the “Market Hours”). Set up is from 10:00 a.m. to 4:00 p.m. CST on Thursday, May 24, 2017 and 8:00 a.m. to 10:00 a.m. CST on Friday, May 25, 2018. Breakdown is from 2:00 p.m. to 6:00 p.m. CST on Sunday, May 27, 2018 (the “Vendor Hours”; together with Market Hours, the “Term”).
Rental Fee. To bind this Agreement and reserve a booth for the Term, Vendor must pay the required “Rental Fee” (which shall include the Space Rental fee plus any Equipment Rental Fee) in the amount, manner and within the time frame set forth in the application. Equipment Rental fees include but are not limited to, tables, chairs and electric outlets.
Sales Tax. MDLC is not responsible for any sales tax associated with Rental Fee Payments or the sales of merchandise by the Vendor. Vendor is solely responsible for calculating and reporting all applicable sales tax on vendor’s merchandise. If the Vendor does not report sales tax properly MDLC cannot be held responsible for any fees or charges.
Method of Payment. MDLC will send an Invoice upon acceptance. Vendor may remit the Rental Fee to MDLC via PayPal by remitting payment to info@thelibertycrossing.com.
Timing. The Space and Equipment Rental Fees must be received by MDLC within seven (7) days from the time Vendor receives an Invoice and copy of this Agreement in order to participate, although MDLC may, in its sole discretion, accept a later payment pending availability. If the Term is sold out prior to receipt of payment of both Rental Fees, Vendor will receive a full credit.
1.06 Cancellation. To cancel this agreement, written notice of cancellation must be received by MDLC via email to info@thelibertycrossing.com at least 15 business days before the show or else Vendor’s fee is forfeited. All cancellations more than 15 days before the show are subject to a $40.00 nonrefundable administrative fee.
II. MODIFICATION OF TERM 2.01 Vendor and MDLC may mutually agree at any time to extend or modify the Term. Any extension or modification must be agreed to in writing. This Agreement shall continue to govern any such extension or modification.
III. BOOTH SPACE 3.01 Assignment of Space. Following approval by MDLC and payment of Rental Fees by Vendor, MDLC shall grant Vendor one (1) booth space of approximately 10 feet by 10 feet in dimension (100 square feet) (the “Space”) unless otherwise noted (double booth, mobile vendor, airstream, etc). Vendor will be advised of the space location by Thursday prior to Event day. Vendor acknowledges that the size, location, and configuration of the vendor spaces may vary. MDLC shall not provide any structure for the Spaces only provide a back structure for booths and Vendor shall be obligated for creating any back or side walls as desired in accordance with the terms of this Agreement. MDLC shall be entitled, in its sole discretion, to market, position and determine assignment of spaces to all vendors within the Event and approve any structures or walls created. Vendor hereby accepts all such determinations as final. Vendor may not exceed the footprint of Vendor’s designated Space.
3.02 There is no transfer, assignment, sublicensing, subletting, or sharing of the Space to other vendors or any other third parties. In addition, Vendor shall not market, display or sell merchandise of any third parties without written permission. In addition to any other remedies or recourse that MDLC may have hereunder or at law, if merchandise being displayed is determined to belong to a party other than the Vendor, without prior written approval from MDLC, MDLC shall be entitled to terminate Vendor’s rental and require that Vendor immediately vacate the Space and leave the Event.
3.03 Any objects of personal property left inside or outside of the Space will be discarded, at Vendor’s sole cost and expense. MDLC will not be liable for any damage to or loss of objects or property left in these areas. Vendor is to keep the Space clean, at Vendor’s sole cost and expense, in a manner satisfactory to MDLC and shall reimburse MDLC promptly for all documented costs incurred in connection with the provision, installation and/or removal of furniture or other furnishings required by MDLC.
3.04 Vendor shall be solely responsible for observing all the parking requirements at the Premises during the setup and access to the Premises, and Vendor accepts full responsibility for any parking violations or citations.
3.05 Use of Premises. MDLC represents and covenants that the Premises are to be used for the purpose of Market Days at Liberty Crossing (“Event”), and for no other purpose without the written consent of MDLC during the Market Hours. BE ADVISED THAT IF VENDOR DOES NOT VACATE THE SPACE BY THE DESIGNATED TIME A $50.00 LATE PENALTY SHALL BE CHARGED AGAINST THE VENDOR FOR THE COMMENCEMENT OF EVERY HOUR PAST THE DESIGNATED TIME.
3.06 Control of Premises. In renting the Premises, MDLC does not relinquish the right to control the management of the Premises, to enforce all necessary and proper rules for the management and operation of same. This shall not authorize or empower MDLC to direct the activities of Vendor or assume liability for Vendor’s activities.
3.07 Acceptance of Premises. Vendor’s taking possession of the Premises for the Event shall be conclusive evidence of its receipt of the Premises in a safe, sanitary and sightly condition and in good repair, except for those unsafe, unsanitary and unsightly conditions or facilities not in good repair that Vendor provides MDLC written notice prior to taking possession, and which MDLC fails to reasonably correct.
3.08 Property left on Premises. MDLC reserves the right after the termination of this Agreement to remove from the Premises all effects of Vendor remaining at Vendor’s expense. MDLC shall not be liable in any way to Vendor on account of so removing and/or storing these effects.
3.09 Improvements to Premises. Vendor will not cause or permit any nails or any other things to be driven into any portion of the Premises, or cause or permit any changes, alterations, repairs, painting or staining of any part of the Premises or furnishings or the equipment thereof, nor permit to be done anything which will damage or change the finish or appearance of the Premises or the furnishings thereof. Subject to the ordinary wear and tear, Vendor will pay the costs of repairing (to its condition immediately preceding the occurrence of such damage) any damage which may be done to the Premises or any of the fixtures, furniture or furnishings thereof by any act of Vendor or any of the Vendor’s employees or agents or anyone visiting the Premises upon the invitation of Vendor including the patrons of the attraction or function for which Vendor hereby is leasing the Premises. MDLC shall have the exclusive right determine whether any damage has been done, the amount of the damage, and the reasonable cost of repairing it, and whether it is one for which under the terms of this contract, Vendor is to be held responsible.
3.10 Care of Premises. Vendor, at Vendor’s own expense shall keep the Premises in a safe, sanitary and sightly good condition, in good repair, and shall restore and yield the Premises back to MDLC upon the expiration or termination of this Agreement in good condition and repair, ordinary wear and tear excepted. If the Premises are not so kept by Vendor, MDLC may enter Premises (without causing or constituting a termination of the privilege or an interference for the possession of the Premises by Vendor) and do all things necessary to restore the Premises to the condition required, including but not limited to, removal of signs, balloons, tape, and other things not removed by Vendor, its subcontractors, or their respective employees, invitees, or contractors charging the cost and expenses thereof to Vendor.
IV. MERCHANDISING & DISPLAY STANDARDS
4.01 Upon MDLC’s approval, Vendor shall be entitled to commence set-up of its booth and display as set forth below. Vendor shall use its best efforts when constructing displays to minimize any disturbance to the other vendors operations. Further, Vendor shall be responsible, at its sole cost and expense, to repair any damage and disruption Vendor may cause to the Event or other vendor’s booths or operations. Vendor shall be considerate of their neighboring vendors when constructing displays and sets both in terms of creating displays that may obstruct sightlines in ways that are egregious or un-neighborly; as well, being mindful of the overall aesthetic experience of the Event in considering display, items, materials, props, etc. Displays will be limited to 8’ in height and items may not be hung from the ceiling.
V. VENDOR RESPONSIBILITIES
5.01 In addition to any other Vendor requirements or restrictions as set forth in this Agreement, Vendor must comply with the responsibilities set forth in the MDLC Rules and Regulations included herein, as the same may be reasonably modified or supplemented by MDLC from time to time. MDLC shall not be obligated to enforce the Rules and Regulations against Vendor or any other vendor of the MDLC Event or any other party, and MDLC shall have no liability to Vendor by reason of the violation by any other vendor or other party of the Rules and Regulations. If any Rule and Regulation(s) shall conflict with any provision in the body of this Agreement, such provision of this Agreement shall govern.
5.02 For vehicles on display indoors, no more than five gallons or a quarter of a tank of gasoline or diesel fuel is allowed, whichever is less. Fuel tank openings shall be locked or sealed to prevent escape of vapors. Batteries must be disconnected. Auxiliary batteries not connected to the engine starting system may be left connected. MDLC must be given a copy of keys during show set-up for the vehicle(s) in case of emergencies inside facilities. Battery charging is only permitted outside of the building. The city requires a vehicle permit for vehicles with gas. MDLC will collect $100 and get the proper permit for indoor mobile vendors that need one. These vendors must arrive by 8:00 a.m. Friday before the show to meet the fire marshall's inspection and must keep their vehicle parked inside the building until the end of the show Saturday at 5 p.m. MDLC has insurance during these times.
VI. USE OF TRADENAME; NAME; IMAGES; LIKENESS 6.01 MDLC shall be entitled to use the tradename, names, likeness, images and other media representations of Vendor and Vendor’s employees, agents and guests (“Vendor Parties”) for purposes of marketing and advertising the Event for MDLC’s website, social media, print advertising, and in any and all media now or hereafter devised without any payment to Vendor or Vendor Parties. Vendor agrees on behalf of itself and the other Vendor Parties, that in connection with MDLC’s advertising and marketing, MDLC shall have the right to take and use photographic images, video footage, graphic images, and sound recordings of Vendor Parties at the Event.
6.02 Vendor shall not be entitled to to use the tradename, logo, names, likeness, images and other media representations of MDLC and MDLC’s employees, agents and guests for purposes of marketing and advertising the Event for Vendor’s website, social media, print advertising, and in any and all media now or hereafter devised without written authorization and consent of MDLC.
VII. DEFAULT
7.01 This Agreement and the license hereby granted are subject to the limitations that upon the occurrence, at any time during the Term, of any one or more violation or breach of this agreement shall be considered a default. Upon the occurrence of any such events of default or breach of this Agreement, MDLC shall have the option to pursue immediate repossession of the Premises, in which event Vendor shall immediately surrender the Premises to MDLC, and any other remedy authorized by this Agreement and the law.
VIII. INDEMNIFICATION
8.01 Vendor agrees to indemnify and hold harmless MDLC, its affiliates, officers, employees, and representatives from and against any and all losses, lawsuits, judgments, causes of action, costs, damages, claims (actual or alleged) and expenses resulting from claims for bodily injury, death, property destruction, or property damage arising out of or incidental to or in any way resulting from the acts or omissions, whether negligent or otherwise, of the Vendor, its employees, subcontractors, or agents, if any, in performance under this Agreement and the use of its Space at the Event and in the common areas of the Event during the Term.
8.02 Vendor agrees to defend, indemnify and hold MDLC, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including animal bites and death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Vendor’s breach of any of the terms or provisions of this Agreement, or by any negligent act or omission of Vendor, its guests, invitees, associates, employees or subconsultants, in the performance of this Agreement, involving the Premises, or while on the premises except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of MDLC, its officers, agents, employees or separate contractors, and in the event of joint and concurrent negligence of both MDLC and Vendor, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without however, waiving any governmental immunity available to MDLC under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.
8.03 Vendor is responsible to comply with the terms and conditions of the lease agreement between MDLC and Gainesville Northtown Plaza, LLC. Vendor agrees to indemnify MDLC for any and all violations of said lease agreement caused by Vendor.
VIV. LIMITATION OF LIABILITY
9.01 Vendor shall look solely to MDLC’s leasehold interest in the Event and the proceeds thereof, for the recovery of any judgment against Vendor, and no other property or assets of MDLC and its members, officers, directors, or affiliates shall be subject to levy, execution or other enforcement procedure for the satisfaction of Vendor’s remedies under or with respect to this Agreement. In no event shall MDLC and/or its affiliates and/or their respective members, managers, officers, employees, agents, or representatives be liable to Vendor or any other person or entity for consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs).
X. SUBJECT TO OVERLEASE; TERMINATION
10.01 In the event that at anytime during the Term (i) MDLC is required to vacate the Event for any reason; (ii) MDLC’s lease at the Event is terminated or expires for any reason; or (iii) the Event is substantially damaged by fire or casualty; then MDLC shall be entitled to terminate this Agreement by providing not less than seven (7) days written notice to Vendor, whereupon Vendor shall be required to vacate the Space as of the termination date set forth in the notice. In such event, any monies theretofore delivered by Vendor to MDLC for periods following the termination date, including, without limitation, the relevant portion of the Space Rental Fee, shall be promptly returned to Vendor following Vendor’s vacating the Space in accordance with this Agreement.
XI. MISCELLANEOUS
11.01 Notice. All notices, demands, consents, approvals, waivers or other communications which may or are required to be given by either party to the other under this Agreement (each, “Notice”) shall be in writing and shall be delivered by e-mail to info@thelibertycrossing.com. If to Vendor to the address or e-mail address specified in Vendor’s application. Either party may from time to time designate a different (or additional) address(es) for Notices to at least five (5) days prior Notice to the other party. Notices from MDLC may be given by MDLC’s attorney, and Notices from Vendor may be given by Vendor’s attorney.
11.02 Food and Beverage Concessions. (a) In accordance with the lease agreement between Gainesville Northtown Plaza, LLC and MDLC, Dallas Market Center and Market Hall reserve the sole and exclusive right to offer for sale on, in, or about the Premises beverages and food of any type. Dallas Market Center and Market Hall have the sole and exclusive right to lease all food and beverage concession rights to any party or parties. Vendor has no rights to offer for sale on, in or about the Premises beverages and food of any type unless given written permission by Dallas Market Center and MDLC.
11.03 Personnel and Services: (a) Vendor must obtain approval in writing from MDLC before placement and location of heavy equipment such as stages, large trucks, mobile rooms, camera and related gear within Market Hall. (b) Vendor is not permitted to post signs, banners, wires, advertisements, decoration or obstructions of any kind to extend from the ceiling, or across aisles, walks, streets, or buildings unless otherwise approved in writing by MDLC. (c) Vendor will provide at its own expense for the installation of all equipment and apparatus necessary to conduct the event. (d) Vendor is responsible for set up and take down of all stage/lighting equipment unless leased from MDLC.
11.04 Removal of Disorderly Persons, etc. MDLC retains the right to remove from the Premises any and all such employees of Vendor and the right, with its officers and agents, including its police officers, to eject any objectionable person or persons from the Premises or any of its facilities; in the event of the exercise of this authority, Vendor hereby waives any and all claims for damages against MDLC on account thereof.
11.05 Attorney’s Fees. If MDLC is required to file suit to collect an amount owed under this Agreement for Vendor’s use of the Premises, MDLC shall be entitled to collect reasonable attorney’s fees which it is agreed to be at least fifty percent (50%) of the principal amount together with any and all other expenses MDLC may reasonably incur in the collection of such amount.
11.06 Amendments. This Agreement may be supplemented, amended, or modified only by the mutual written agreement of the Parties.
11.07 Successors. This Agreement shall be binding upon and insure to the benefit of MDLC, its successors and assigns, heirs, executors, administrators, legal representatives, and shall be binding upon and insure to the benefit of Vendor, its successors, and to the extent that an assignment may be approved by MDLC, Vendor’s assigns.
11.08 Electronic/Fax/PDF Same as Original. For purposes of negotiating and finalizing this Agreement (including any subsequent amendments thereto) any signed document transmitted electronically or as a PDF via email shall be treated in all manner as an original document. The signature of any party shall be considered for those purposes as an original signature. Any such electronic or PDF document shall be considered to have the same binding legal effect as an original document.
11.09 Passageways. No portion of the sidewalks, ramps, entries, corridors, passageways, vestibules, halls, lobbies, stairways, aisles, driveways, or access to public utilities of the Premises shall be obstructed by Vendor without prior written consent of the Manager. The doors, skylights, stairways, or opening that reflects or admits light into any place in the building, including hallways, fire hose cabinets, corridors, passageways, radiators and house lighting appurtenances shall not be covered or obstructed by Vendor without the prior written consent from MDLC.
11.10 Assignment. Vendor shall not assign this Agreement, nor suffer any use of the Premises other than specified in this Agreement, without the prior written consent of MDLC. Nor shall Vendor sublet the Premises without the prior written consent of MDLC. If a sublessee is consented to, Vendor agrees to ensure that any assignee or sublessee will comply with all terms, provisions, covenants, and conditions of this Agreement. Assignment or subletting of this Agreement shall not relieve Vendor from any of its obligations under this Agreement.
11.11 Restriction on Certain Displays. Vendor agrees that it will not display nor permit its agents or sublessees to display in the Premises any drug paraphernalia. If MDLC determines that drug paraphernalia is being displayed, MDLC will cause the drug paraphernalia to be removed from the Premises.
11.12 Unlawful Use. Vendor agrees that every employer, agent, and sublessee connected with the purpose for which the Premises are rented shall abide by, conform to and comply with all laws of the United States, the State of Texas and all ordinances of the City of Gainesville, including but not limited to, the no smoking policy, and the requirements of the Police and Fire Departments, and will not do, nor suffer to be done anything on the Premises during the term of this Agreement, in violation of these rules, laws or ordinances. If Vendor is called to such violation, Vendor must immediately correct the violation.
11.13 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without giving effect to any principles of conflicts of laws. The parties herein agree that this Agreement shall be enforceable in Gainesville, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Cooke County, Texas.
11.14 Force Majeure. If the (a) Premises or any portion thereof shall be destroyed or damaged by fire or other calamity so as to prevent the use of the Premises for the purposes and during the period specified in this Agreement, or (b) if the use of the Premises by Vendor shall be prevented by act of God, strike, lockout, material or labor restrictions by any governmental authority, civil riot, flood or any other cause beyond the control of MDLC, then this contract shall terminate and Vendor hereby waives any claim against MDLC for damages by reason of such termination except that any unearned portion of the rental fee due hereunder shall abate, or, if previously paid, shall be refunded by MDLC to Vendor.
11.15 No Partnership. Nothing contained in this Agreement shall be deemed to constitute Vendor and MDLC partners or joint venturers with each other.
11.16 Joint and Several Liability. If more than one Vendor is named under this Agreement, the obligation of all such Vendors shall be, and is joint and several.
11.17 Subordination. The Agreement is made subject to the provisions of the charter and ordinances of the City of Gainesville, as amended, and all applicable laws of the State of Texas.
11.18 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters herein, and except as otherwise provided herein cannot be modified without written agreement of the parties hereto attached to and made a part of this Agreement.
11.19 Authority of Vendor’s Agent. By executing this Agreement, Vendor’s agent affirms that he or she has been authorized by Vendor to execute this Agreement and that all representations made herein with regard to Vendor’s identity, address, and legal status (corporation, partnership, individual, etc.), are true and correct.
MDLC AND VENDOR HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF THE OTHER, OR OF THE AGENT OR COOPERATING AGENT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT. I certify and acknowledge that I have had the opportunity to read this Agreement. I further state that I have voluntarily entered into this Agreement fully aware of its terms and conditions.
