1.  Define Terms: Millcreek Township’s Venture Outdoors Festival “Festival” is scheduled to be held on June 18, 2011 at Canyon Rim Park (3100 S. 2900 E. Salt Lake City, Utah).  Event is hosted by Canyon Rim Citizens’ Association, East Millcreek Community Council, Millcreek Community Council, and Mount Olympus Community Council, which collectively are Millcreek Township. “Festival Organizer” means, collectively, officers, members, representatives and volunteers associated with Millcreek Township.  “Festival Participant” means, collectively, (i) the company or person that applied for exhibit space rental and agreed to enter into this contact upon acceptance by festival organizer in the manner stated below and (ii) each of its officers, directors, shareholders, employees, contractors, agents, representatives and/or invitees, as applicable.

2.  Contract Acceptance: this contract shall become binding and effective only when it has been signed on the facing page by Festival Participant and authorized by Festival Organizer representative.

3.  Assumption of Risks; Releases: Festival Participant expressly assumes all risks with resulting from or arising in connection with Festival Participant’s participation or presence at the event, including, without limitation, all risks of theft, loss, harm, damage or injury to or of any person (including death), property, business or profits of Festival Participant, caused by negligence, intentional act, accident, act of God or otherwise.

4.  Indemnification: Festival Participant shall hold harmless, defend and indemnify Festival Organizer and its officers, and agents from and against any and all claims, losses, causes of action, judgments, damages, and expresses including, but not limited to attorney’s fees because of bodily injury, sickness, disease or death, or injury to or destruction of tangible property or any other injury or damage resulting from or arising out of (a) performance or breach of this contract by Festival Participant, (b) Festival Participant’s use of  Canyon Rim Park premises, or (c) any act, error, or omission on the part of the Festival Participant or its agents, employees, guests, invitees, or subcontractors except where such claims, losses, causes of action, judgments, damages and expenses result solely from the negligent acts or omissions of willful misconduct of Festival Organizers its officers or agents.

5.  Limitation of Liability: Under no circumstances shall Festival Organizer or Canyon Rim Park be liable of any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever for any of their acts or omissions, whether or not apprised of the possibility of any such lost profits or damages. In no event shall Festival Organizer’s maximum liability under any circumstance exceed the amount actually paid to festival Organizers by Festival Participant for exhibit/vendor space rental pursuant to this contract.  Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Festival or regarding any other matters.  Festival Participants shall insure its property against damage, loss and theft.

6.  Qualifications of Festival Participant: Festival Organizers reserve the right to refuse, restrict, or remove any exhibit at the Venture Outdoors Festival, in its sole discretion, believes is objectionable or inappropriate for the Venture Outdoors Festival.

7.  Cancellation: This event is scheduled to be held rain or shine. No refunds will be made should the event be canceled due to inclement weather, act of God, war, threat of terrorism, or the like.  If Festival Participant desires to cancel this contract, Festival Participant may only do so by giving notice thereof in writing sent to Festival Chair Aimee McConkie with evidence of receipt.  No booth space fees will be refunded should Festival Participant cancel with no less than fourteen (14) days advance written notice.  In the event the Festival Participant gives Festival Organizers less than fourteen (14) days advance notice of cancellation, Festival Participant shall reimburse Festival Organizers all budgeted expenses incurred by Festival Organizers prior to cancellation.  Festival Organizers reserve the right to cancel the Venture Outdoor s Festival due to circumstances beyond the reasonable control of Festival Organizers (such as acts of God, acts of war, governmental emergency), Festival Organizers shall refund to Festival Participant its exhibit or vendor space rental payment previously paid. 

8.  No Show Policy:  If Festival Participant, through circumstances beyond control, is delayed in arrival or set-up, Festival Participant must notify Festival Chair Aimee McConkie at Canyon Rim Park, Non-notification will result in no refund for rental space or other budgeted expenses incurred.

9.  Care of Exhibit Facility: Festival Participant shall promptly pay for any and all damages to Festival Organizers or associated facilities, booth equipment or the property of others caused by Festival Participant.

10.  Insurance: Festival Participant shall, at its own expense, secure and maintain through the terms of this contract, the insurance listed below.  The insurance shall be primary of any other valid and collectible insurance of Festival Participant and shall be written on an occurrences basis.  Claims made policies are not acceptable and do not constitute compliance with Festival Participant’s obligations under this paragraph.

(a) Workers’ compensation insurance;

(b) Comprehensive general liability insurance with limits not less than $1,000,000 per occureence,$2,000,000 in the aggregate, combined single limit for bodily injury and property damage, including coverage for personal injury, contractual, and operation of mobile equipment, and products.

(c) Automobile liability insurance with limits not less than 500,000 per occurrence, combined single limit for bodily injury and property damage, including coverage for owned, non-owned  and hired vehicles, including loading and unlading operators (if applicable).

Venture Outdoors Festival shall be named as an additional insured on the Commercial General Liability insurance policy required by Festival Participant.  Festival Participant will cause any of its subcontractors, who provide materials or perform services relative to this contract, to also maintain the insurance coverage and provisions listed above.  Festival Participant shall submit certificates of insurance, as evidence of the above required insurances to the Venture Outdoors Festival 10 days prior to the contracted event.

11.  Governing Law: This agreement, and all addenda thereto shall be interpreted and construed in accordance with the laws of the State of Utah, without application of any principles of choices of laws.  In all cases, if any portion of this agreement is declared invalid, the remaining portions of this agreement shall still be in effect.

12.  Observance of Laws:  Festival Participant shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of Canyon Rim Park without limiting the foregoing Act.

13.  Taxes and Licenses: Festival Participant shall be solely responsible for obtaining any licenses, permits or approvals under federal, stare or local laws applicable to its activities at the Venture Outdoors Festival.  Festival Participant shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fess, use fess, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Venture Outdoors Festival.

14.  Incorporation of Rules and Regulations:  Any and all matters pertaining to the Venture Outdoors Festival and not specifically covered by the terms and conditions of this contract shall be subject to determination by Venture Outdoors in its sole discretion. Venture Outdoors may adopt rules or regulations from time-to-time governing such matters and may amend or revoke them at any time, upon notice to Festival Participants.  Any rules and regulations (whether or not included in Festival Participant service kit or similar document are an integral part of this contract and are incorporated herein by reference.  Festival Participant shall observe and abide by additional regulations made by Festival Organizers as soon as these additional rules or regulations are communicated to Festival Participant.

15.  Sound Devices:  The use of devices for mechanical reproduction of sound or music may be permitted, but must be controlled.  Sound of any kind must not be projected outside of the exhibit area.

16.  Festival Participant Service Kit Prior to the Venture Outdoors Festival, Festival Participants will receive an Exhibitor/Vendor Kit, which will include information integral to participation at the Venture Outdoors Festival including additional Festival Participant rules and regulations.

17.  Set-up and Festival Hours: Information on set-up and festival hours will be provided to you separately. Please make note of the following (a) Festival Participant must not leave their booth no later than 15 minutes after closing time. (b) Vendor/Exhibitor can begin set-up after 10:00 p.m. but must be completed with set-up by 2:30 p.m. Saturday, June 19, 2010.

18.  Listing and Promotional Materials: Organizers shall not be liable for any errors in any listing or descriptions or for omitting Festival Participant from any program or other lists or materials.

19.  Entire Agreement: This contract (including the Exhibitor/Vendor Kit and any additional rules or regulations adopted by Festival Organizers) represents the entire agreement between Festival Organizers and Festival Participants relating to the Venture Outdoors Festival and supersedes any prior written or oral understandings, agreements or representations by or between Festival Organizers and Festival Participant relating to this event.