2021 CONCESSION AGREEMENT
THIS CONCESSION AGREEMENT is made effective upon execution (the “Agreement”) by and between
Hopkinton State Fair Association392 Kearsarge AvenuePO Box 700Contoocook, NH 03229(the “Association”)
The Association conducts an annual fair on property it owns in Contoocook, New Hampshire (the “Fair”). The Concessionaire desires to operate an exhibit or display on the fairgrounds during the Fair as described in its application submitted to the Association (the “Concession”).
In consideration of the terms and conditions set forth below, the parties agree as follows:
Article One: Use of Space; Rules and Regulations; Access
1. Concessionaire shall operate only the Concession as described within its application, and as approved by the Association, and shall not use its Concession on any of the fairgrounds for other purpose. Use of the Concession for any unlawful or illegal purpose, use or business is strictly prohibited and for any other use as to constitute a nuisance of any kind. Further, Concessionaire may only operate its Concession on the fairgrounds in such location and upon such space as may be designated by the Association in its sole discretion during the Fair. Concessionaire agrees that it will be open for business during all operational hours of the Fair.
2. Concessionaire shall operate its Concession in accordance with the laws of the State of New Hampshire and the Vendor Rules and Regulations established by the Association and which are incorporated by reference as if fully set forth herein.
3. Concessionaire agrees to conform and to be bound by the Vendor Rules and Regulations promulgated by the Association then in effect, and which may be amended from time to time prior to the commencement of the Fair. Concessionaire agrees to carefully read the Vendor Rules and Regulations, and to stay current with any amendments, as the Vendor Rules and Regulations provide specific terms, conditions and instructions beyond those outlined in this Agreement. Concessionaire further agrees to direct each and every Concessionaire employee or contractor to read the Vendor Rules and Regulations, and any amendments to same. 4. In the event of any violation of said laws, rules or regulations, or in the event Concessionaire is prevented from operating its Concession by any lawfully constituted authority, this Agreement shall immediately terminate and Concessionaire shall immediately surrender the space occupied by it under this Agreement and immediately cease the operation of the Concession thereon.
5. The Association reserves the right to postpone the Fair or special event conducted on the fairgrounds from day to day during the Fair, or to cancel the Fair in its entirety for any reason and in its sole discretion.
6. The Association reserves the right to change the site of all activities on the fairgrounds and shall have the right to require Concessionaire to relocate its Concession as the Association shall designate. All costs associated with relocation shall be borne by the Concessionaire and the Association shall incur no liability for damage to person or property associated with the relocation.
7. If the Association is prevented from conducting a Fair or special event at the Fair by circumstances or events beyond its control, the Association shall be excused from further performance of this Agreement and Concessionaire shall have no claim for any loss against the Association.
8. Each person entering the Fair must present at the gate for admission either a Concession Photo ID, or a vendor ticket, which must be purchased separately by the Concessionaire.
Article Two: Rental and other Fees
9. Concessionaire shall pay rent, electric and other fees for the privilege of operating its Concession on the fairgrounds, such amounts as the Association shall have determined and invoiced to Concessionaire. Upon execution of this Agreement, full payment of the invoice shall be paid and is nonrefundable.
10. On or before August 7th each year, the Concessionaire must (i) execute this Agreement by electronic signature; (ii) pay the invoice in full; and (iii) upload to the vendor account proof of proper insurance as required at Article Four. No occupancy will be allowed without satisfaction of these three requirements. A Late Fee of 20% of the total invoice shall be charged to the Concessionaire in the event that any of these three requirements are fulfilled after August 7th. This Late Fee is due to the additional administrative costs caused by the submission of late payments and documents. Any Late Fee must also be paid prior to occupancy being allowed. In the event of nonpayment of fees owed or failure to provide insurance as required, this Agreement shall immediately terminate and the Concessionaire shall forfeit its space.
Article Three: Assumption of Risk and Limitation of Liability
11. Concessionaire acknowledges that the Fair is an outdoor venue with crowds, live animals and heavy machinery and that the use of the Association’s premises contains risks that can be found in such settings including, but not limited to, bees and other insects, reptiles, rodents and other pests, animal bites, property damage, trips, falls, collisions, and accidents of all types. Concessionaire assumes any and all risk involving itself, its agents and employees and its property, including all injuries, losses or damages sustained by it or them while on the fairgrounds.
12. Concessionaire shall indemnify, defend and save harmless the Association from and against any and all losses, damages, claims or expenses, including reasonable attorney’s fees, for injuries to persons or property in any way arising out of Concessionaire’s use of the fairgrounds or Concessionaire’s exercise of the rights here under. Concessionaire, its officers, directors, employees, agents and contractors, shall not make any claim whatsoever against the Association, its officers, directors or employees on account of any matter not involving gross negligence or willful misconduct.
Article Four: Insurance
13. Concessionaire shall at all times during the term of this Agreement, at its own cost and expense, carry such insurance as will fully protect both the Concessionaire and the Fair from any and all claims of whatsoever kind and nature for the damage to property or for personal injury, including death, made by anyone whomsoever, that may arise from operations carried on under this agreement, either by the Concessionaire or by any subcontractor, or by anyone directly or indirectly employed by either of them.
14. Concessionaire expressly agrees to provide general liability insurance with an insurance company or companies authorized to do business in New Hampshire having coverage of at least One Million Dollars ($1,000,000 Each Occurrence Limit/$2,000,000 General Aggregate). Concessionaire also agrees to provide Personal/Commercial Automobile (Owned/Non-owned and Hired) coverage at limits of $1,000,000 Each Accident, Combined Single Limit for Bodily Injury and Property Damage. The Concessionaire shall furnish to the Association a certificate of such insurance certifying that such insurance is in full force and effect from the time the Concessionaire enters the grounds until departure. Such insurance shall name the Association as an additional insured and such certificates shall provide a 30-day Notice of Cancellation or Material Change to the Association, except for 10 days’ notice for non-payment of premium. Concessionaire’s Insurance Carrier shall carry a Best’s Rating of at least A, and with a minimum Financial Rating of Class VII.
15. Concessionaire shall procure at its own cost and expense, workers’ compensation insurance covering such of its employees as are required to be covered by the provisions of New Hampshire Statute, Chapter 281-A. Concessionaire shall furnish to the Association a certificate of such insurance certifying that insurance is in full force and effect.
16. It is the intent of parties that any policies purchased by the Concessionaire shall be primary with regards to liability insurance carried by the Association, whose policy shall always be excess. Each policy shall contain an endorsement waiving all rights of subrogation against the Association.
17. Failure of the Concessionaire to provide the certificates referenced above, or failure of the Association to specifically request such certificates, shall in NO WAY limit or release the Concessionaire of its obligations or liabilities under this Agreement.
Article Five: Relationship of the Parties
18. The parties intend that an independent vendor relationship will be created by this agreement. Unless specifically stated in writing, it is understood that the Association does not agree to use Concessionaire exclusively. It is further understood that the Concessionaire is free to contract for similar services to be performed for other fairs and organizations while it is under contract with the Association.19. Nothing in this Agreement is intended or shall be construed as reserving or granting to the Association any right to exercise control over or to direct the conduct or management of this or any other business of the Concessionaire; and the entire control and direction of such Concession shall be vested in the Concessionaire, subject only to the performance of the obligations of this Agreement. The Concessionaire shall have no authority, express or implied, to make any contracts or commitments whatsoever in the name of or in behalf of the Association. Neither the Concessionaire nor any of its employees, agents or servants shall be deemed as agents, employees or servants of the Association.
Article Six: General
20. This Agreement will be governed by and construed according to the laws of the State of New Hampshire, without reference to New Hampshire’s conflicts or choice of law rules or principles. The parties agree that the venue for any dispute arising under or related to this Agreement shall be the state or federal courts located in New Hampshire, and the parties expressly waive any defense based on personal jurisdiction or improper venue, including without limitation forum non conveniens. Notwithstanding the foregoing, the Association retains the right at all times to pursue an action in any jurisdiction in which the Concessionaire resides.
21. This Agreement, and any document expressly referenced in this Agreement, represents the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous representations, discussions, negotiations, promises, and agreements, whether written or oral. This Agreement may not be amended, altered or modified except in a writing signed by both the Association and the Concessionaire.
22. Concessionaire shall not assign this Agreement or sublease its space in whole or part.
23. Concessionaire agrees to pay the Association’s costs and expenses, including reasonable attorney’s fees, incurred in connection with the enforcement of the terms of this Agreement.
24. Time is of the essence in performing all terms of this Agreement.
25. This Agreement shall become effective upon execution and shall automatically terminate at the conclusion of the Fair, if not terminated earlier as provided for above.
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Document Name: 2021 CONCESSION AGREEMENT
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