FOOD TRUCK AGREEMENT

  1. DEFINITIONS
  2.             1.1    "Food truck" is defined as a mobile public eating place, whose primary commercial function is to serve food on a retail basis.

                1.2    "Festival Site" shall mean Delaware Avenue between Huron Street and Niagara Square, Buffalo, New York, unless another Buffalo area location has been designated and agreed to in writing between the Parties.

                1.3    "Event Start" Time shall be 11:00 a.m. on the Saturday of the Festival during any Festival Year.

                1.4    "Food Truck Vending Location" will refer to the allocation of space provided to Food truck. The food truck shall not place any equipment or extend their workspace outside of the food truck, unless otherwise agreed to in writing in advance with the Restaurant Chairman. Taste reserves the right to amend this additional footage where permanent physical obstructions located along the Festival Site deem this allocation impossible or impractical.

                1.5    "Restaurant Committee" will refer to the committee of volunteers, which will be chaired by a member of the Board of Directors of the Taste. The Restaurant Committee will act as the primary liaison between Food truck and the Taste and will coordinate and supervise the Food truck's participation in the Festival.

  3. PARTICIPATION IN THE FESTIVAL
  4.             2.1    Food truck agrees to prepare items of food at the Festival, or have items of food prepared and brought to the Festival, and offer those items for sale to the general public at the Festival. Food truck hereby warrants that all items of food offered for sale to the general public at the Festival are items that are offered on the Food truck's regular menu or are specials served on the Food truck.

                2.2    Food truck agrees to pay an Entry Fee to Taste in one of the following options:

                            A)    "Early Entry Fee" One Time Payment: The Early Entry Fee of $600 is payable in full by February 1, 2016 and should be remitted with this signed agreement.

    If payment in full is not received by February 1, 2016 the Food truck shall forfeit the "Early Entry Fee" option and will be responsible for the "Standard Entry Fee" of $700.

                            B)    "Standard Entry Fee": The Standard Entry Fee of $700 is payable in two installments. The first installment of $300.00 is due on or before February 1, 2016 along with this signed agreement. The remaining balance of $400 is due on or before March 1, 2016. Payment in full of $700.00 must be received on or before March 1, 2016 for restaurant to be confirmed as a festival participant, if full payment is not received by March 1, 2016 restaurant shall forfeit its $300 deposit and will not be eligible to participate in the festival.

                2.3    The Food truck agrees to pay to the Taste eighteen percent (18%) of the gross sales receipts generated by Food truck at the Festival.

  5. ITEMS TO BE SERVED AND PRICES TO BE CHARGED
  6.             3.1    Food truck shall be permitted to serve no less than three (3) and no more than four (4) food items. Food trucks may however serve different sized portions of the same item. A minimum of one smaller sized "Taste" portion of the Food truck's signature menu item shall be served. For purposes of counting the number of food items served, different sized portions of the same item will be considered one item. One item shall be a Taste of Buffalo certified "Healthy Option" as outlined by the guidelines set forth by the Independent Health Foundation.

                3.2    The items to be served and the prices to be charged shall be submitted in writing to the Taste Restaurant Committee on the Food truck's Menu Item Sheet. Food truck agrees that all items to be served and prices to be charged are subject to prior approval by Taste.

                3.3    The prices to be charged by Food truck shall not be less than $1.00 or greater than $4.00 per item. Prices to be charged shall include appropriate sales tax. Prices shall be in $.50 increments only. Up to two (2) food items may be served at $4.00, the other one (1) or two (2) food items shall be served between $1.00 and $3.50, inclusive. One (1) "taste" size portion of the Food truck's signature menu item shall be served for $2.00.

                3.4    Once approved in writing by Taste, items to be served and prices to be charged shall remain in effect throughout the Festival and may not be altered, unless agreed to in writing by the Parties.

                3.5    Any Food truck not in compliance with section 3.4 will be considered in default of the terms of this Agreement and the Taste will request that sale of the non-approved item(s) be discontinued and/or price(s) changed to reflect those previously approved. If Food truck does not comply within one hour, the Taste will exercise its rights under section 9.0 and close down the Food truck for the remainder of the Festival.

  7. DUTIES OF TASTE
  8.             4.1    Menu Item Protection: Taste agrees to provide returning Food trucks menu items and event participation protection if the requirements mentioned above in Sections 3.3 and 4.2 are met.

                4.2    Non-Duplication of Items: Taste will use its best efforts to avoid duplication of items sold at the Festival. Food truck agrees that what deems a duplication of items is in the sole discretion of the Restaurant Committee and the Taste.

                4.3    Utilities

                            A)    Electric: Taste shall provide electrical shore power as agreed to between the Electrician and the Taste of Buffalo Logistics Committee, if location permits.          

                            B)    Water: Taste shall provide a central source of running water that shall be accessible to all of the Food trucks.

                            C)    Refrigeration will be the responsibility of the Food truck.

                            D)    Sanitation:Taste shall maintain garbage pick-up service for Food trucks' garbage disposal at the Festival Site.

  9. DUTIES OF FOOD TRUCK
  10.             5.1    Food truck Vending Location - Generally

                            A)    Food truck shall be solely responsible for the safekeeping of its Food truck Vending Location and any Additional Space Allocations and the Taste shall have no responsibility for any loss or damage to the Food truck Vending Location or the property of the Food truck located therein.

                            B)    In circumstances where Food truck is utilizing an unauthorized space allocation, Food truck will be considered in default of the terms of this Agreement and Taste will request that use of the additional space be discontinued. If Food truck does not comply within one hour, Taste reserves the right to deduct $1,000 from the proceeds of the Food truck's gross revenues.

                            C)    Food service equipment required to operate the Food truck Vending Location as well as any and all labor and supplies, including, but not limited to, napkins, plates and utensils will be the responsibility of the Food truck. Ice will be the responsibility of the Food truck.

                            D)    Food truck shall be solely responsible for correctly identifying the amount of electrical power it requires to operate its equipment at the Festival no later than March 15, 2015. Should Food truck change its electrical requirements after March 15, 2015, Food truck shall be responsible for any costs incurred by Taste in arranging for such change orders. In addition to the foregoing, if Food truck changes its electrical requirements within 72 hours of scheduled start of the Festival, Food truck's electrical requirements shall be served only after all requirements of other Restaurants and Food trucks which are scheduled as of 72 hours prior to the time or the scheduled start of the Festival are serviced. Taste shall have no liability whatsoever should Food truck be unable to operate at the scheduled start of the Festival as a result of electrical requirement change.

                            E)    Food truck agrees that it has the duty of care to ensure safety to the general public. Food truck will not be permitted to erect crowd barriers or other crowd flow or control apparatus at the Food truck Vending Location. Food truck agrees not to place sign placards in front or on the side of Food truck Vending Locations.

                            F)    Food truck shall not have any public seating and/or cabaret tables or any music/entertainment at the Food truck Vending Location.

                            G)    Food truck shall be responsible to assure that their booth complies with any applicable law and/or regulations, including but not limited to any requirements under the Americans with Disabilities Act, and any state, federal, or local requirements.

                            H)    Food truck must provide a professionally lettered sign visible from 30 feet indicating cost in tickets of items served.

                5.2     Food Vending

                            A)    Food truck will accept only tickets as payment for menu items. No cash sales will be permitted at the Festival by Food truck.

                            B)    It is expected that Food truck shall do the majority of its food preparation at Food truck's normal place of business and bring the food to be completed at the Festival site.

                            C)    Food truck shall bring an adequate number of portions of food to the Festival to ensure continuous operations during the entire operating hours of the Event.

                5.3       Sanitation

                            A)    Food truck shall keep the area surrounding its truck clear of all garbage. Food truck shall dispose of its garbage in the garbage container brought to festival by Food truck and shall not use receptacles provided for Taste patrons.

                            B)    If Food truck uses grease or produces grease in the preparation of its food, Food truck shall dispose of its grease in a grease container provided by Taste or by returning the used grease to their place of business for proper disposal. Food truck may not dispose of grease at the Festival Site in any other manner whatsoever. Doing so will constitute default and trigger the accompanying penalties as listed in Section 9 of this Agreement. Food truck shall be liable for any associated clean up or damage costs associated in any way with grease spillage or disposal outside of terms of this section.

                            C)    If Food truck uses grease or produces grease and the Taste deems it necessary for the use of a grease ground cover; it must use the Taste-supplied grease ground covering to ensure that the pavement in the immediate vicinity of the Food truck's booth is not damaged to any extent. The Taste at its sole discretion will determine the need for grease ground cover.

                            D)    Food truck shall safely dispose of all hot embers and charcoal in the Taste supplied trash barrel only after thoroughly dowsing with water.

                            E)    Food truck shall comply with all state, city and county requirements governing the operation of its truck, including, but not limited to, regulations regarding health and fire code ordinances.

                5.4    Food truck Vending Location Setup and Takedown

                            A)    Food trucks may move onto the festival footprint beginning at 6:00 a.m. on Saturday morning and must in place and ready to operate no later than 10:00 a.m. the first day of the Festival. Food truck will not be permitted to enter the festival footprint after 10am.

                            B)    Food trucks will affix all signage (other than Taste-provided sign) or other decorations directly to the Food truck, ensuring safety to the general public and will not place free standing decorations, signs or other material in front of or along side of Food truck Vending Location.

                            C)    Food truck shall comply with all rules issued by Taste regarding setup and takedown including, but not limited to, rules regarding timing of loading and unloading.                      

                            D)    Food truck shall leave its surrounding area in good condition, cleaned of any soot and grease that may have resulted from food prep. Failure to comply will result in Taste deducting the cost of cleaning from Food truck's share of the sales.

                            E)    Food truck must have area inspected and approved by a Restaurant Committee member before turning in tickets to be counted on Sunday night.

                            F)    Food truck shall be ready to sell its products by 11:00 a.m. on both days of the event and run continuously through Festival operating hours.

  11. ACCOUNTING
  12.             6.1    All sales of food by Food truck will be made through tickets purchased by patrons from Taste and Food truck shall make no cash sales of any kind.

                6.2    Food truck is solely responsible for collection and storage and handling of all tickets collected until tickets are weighed and turned over to Taste.

                6.3    Food truck shall keep all tickets collected in a watertight container and Taste reserves the right to reject any ticket that is wet or mutilated. Food trucks submitting wet or damaged tickets will be fined by Taste.

                6.4    At the completion of the Festival, Taste shall:

                            A)    Total all tickets received by making two separate weighings of the tickets; however, Food truck reserves the right to count its tickets by hand under Taste's supervision.

                            B)    Subtract Taste's 18% portion of the Food truck's gross sales.

                            C)    Subtract the appropriate sales tax.

                            D)    Subtract any cleaning charges incurred by Taste relating to Food truck, if applicable.

                            E)    Subtract any other additional charges incurred by Food truck, if applicable.

                            F)    If applicable, subtract any application fee monies still outstanding.

                            G)    Remit the net proceeds to Food truck within thirty (30) business days after the completion of the Festival unless there are unresolved problems regarding charges to Food truck in which event the net proceeds shall be retained by Taste until such problems are resolved.

  13. INSURANCE
  14.             Food truck shall have general liability insurance coverage with the following minimum limits: $1,000,000 for bodily injury and property damage per occurrence and aggregate; $500,000 for injury to property. The Taste shall be named as a named additional insured on such insurance providing first dollar coverage to Taste for the Festival Event. Proof of general insurance liability shall be furnished to Taste no later than June 1, 2016. Additionally, proof of workers compensation insurance should be provided for all "employees" working at the Festival Event.

  15. PERMITS
  16.             Food truck shall submit to Taste all completed applications for necessary permits and licenses to operate at the Festival no later than March 1, 2016, Taste shall arrange for issuance of permits at Taste's expense.

  17. DEFAULT
  18.             9.1    Defaults by Food truck:

                            (1)    Failure of Food truck to participate in Festival;

                            (2)    Failure of Food truck to comply with any of the terms and conditions of this Agreement

                9.2    Remedies for Taste:

                            (1)    In the event Food truck is unable to participate in the Festival, and if written notice of intent not to participate is given by Food truck to Taste after May 1, 2016, Food truck shall not be entitled to a refund of its Entry Fee.

                            (2)    In any event Food truck fails to comply at any time at the Festival with the terms of and conditions of this Agreement or any rules and regulations issued pursuant thereto, which failure is not remedied within one (1) hour after notification by any member of the Taste Board of Directors to Food truck, Food truck shall be closed and Food truck shall not participate in the Festival any further. Taste shall account to Food truck for any sales made by Food truck to that time but shall have no further liability to Food truck.

                            (3)    In the event Food truck's participation during the Festival is impaired or prohibited by the action of any governmental entity, Taste shall account to Food truck for any sales made prior to cessation of Food truck's operations but shall have no further liability to Food truck.

                9.3    Defaults by Taste:

    (1)    Failure to secure necessary permits and operating authority prior to Event Start Time.

    (2)    Failure to comply with the terms and conditions of the Agreement.

                9.4    Remedies for Food truck:

                            (1)    If Taste fails to secure the necessary permits and operating authority prior to Event start Time, Food truck may cancel this Agreement upon written notice to Taste and Food truck's Entry Fee shall be refunded, but Taste shall have no further liability of any kind to Food truck, including liability for consequential damages of any kind.

                            (2)    If Taste fails to provide services as provided for in this Agreement, Food truck may, upon six (6) hours notice of the Taste Restaurant Committee of such non-compliance and failure of Taste to remedy same, cancel this Agreement. Taste shall account to Food truck for sales made to that point and shall refund, a pro-rata portion of Food trucks Entry Fee (based on time of operation), but Taste shall have no further liability for consequential damages of any kind.

                9.5    Dispute Resolution

                                        The Parties may request that a Grievance Committee review a matter if they feel that a violation of this Agreement has occurred. In the case where a Restaurant Committee member or a member of the Taste Board of Directors feels a violation has occurred, Taste shall appoint a Grievance Committee of three persons to be the final arbiter of grievances of either party to this Agreement. The decision of the Grievance Committee is final.

  19. COVENANTS OF FOOD TRUCK
  20.             10.1    Food truck is an independent contractor and, as such, is solely responsible for its acts and omissions prior to, during and after the Festival. Food truck is solely responsible for the

    conduct of its employees, agents, or servants and shall indemnify, defend and hold harmless Taste, its directors and officers, Sell-utions, Inc., its employees, Buffalo Place, Inc. its

    employees, officers and agents and the City of Buffalo, its employees, officers and agents from any and all liability to third parties, including but not limited to, patrons and other Food trucks at the Festival, arising out of acts of omissions of Food truck.

                10.2    Food truck shall apprise each employee, agent and servant acting for Food truck at the Festival of the terms and conditions contained in this Agreement.

                10.3    Food truck is solely responsible for complying with all local laws and ordinances governing Food truck's participation in the Festival and for apprising its employees, agents and servants of same and Taste shall not be responsible for decisions of governmental entities which impair, inhibit or prohibit Food truck's participation in the Festival.

  21. SEVERABILITY
  22.             Shall any term or condition of this Agreement be found invalid or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected thereby but shall remain in full force and effect.

  23. ENTIRE AGREEMENT
  24.             Except for rules and regulations to be issued by Taste pursuant to this Agreement, this Agreement constitutes the entire Agreement between parties and supersedes any prior agreements. Amendments to or modifications of this Agreement shall be valid and enforceable only if contained in writing and signed by both parties.

  25. GOVERNING LAW

            This Agreement shall be construed and interpreted in accordance with the law of the State of New York.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

 

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