MARKET VENDOR AND INDEMNIFICATION AGREEMENT

This Market Vendor and Indemnification Agreement (“this “Agreement”) is made by and between the undersigned vendor (“Vendor”) and Flat 51, LLC (the “Flat 51”) effective as of the date last signed by the parties hereto. 

In consideration for and as a pre-condition to the Vendor’s limited right to use an allocated space (the “Space”) at the German Village Makers Market (the “Market”) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Vendor agrees as follows: 

1. Rules of Operation: Vendor acknowledges that Vendor has received a copy of the Flat 51 Market Rules of Operations (the “Rules”) and hereby agrees to comply with said Rules. Vendor represents that prior to the date and time of the Market, Vendor will become familiar with the Rules and acknowledges that it is Vendor’s responsibility to remain familiar and compliant with the Rules at all times during the Market.  The Rules can be amended at any time by Flat 51. Vendor acknowledges and agrees that the Rules are made part of this Agreement by reference. If a change to the Rules is required to protect public health and safety, notice of the change will be given immediately and vendors will be expected to comply immediately.

1. Market Schedule: The Market will operate on the days and times (each a “Market Day”) as set forth in the following schedule:  

Vendor understands and acknowledges that Vendor’s use of the Space is specifically for the dates and times set forth in the above schedule. Vendor agrees that it has no expectation that the Market schedule will be extended or renewed. Further, Vendor acknowledges and agrees that Vendor is expected to attend all Market Days. If Vendor will not be in attendance at certain Market Days it is Vendor’s responsibility to notify Flat 51. No refunds for days which Vendor is not in attendance will be provided.

1. Set-Up and Teardown: On each Market Day, Vendor shall cause its stands and other equipment to be set up in the Space and torn down in a manner consistent with the Rules. This should include a tent and weights to secure tent.

1. The Space: Flat 51 will assign Vendor the Space at its sole and absolute discretion. Further, Vendor understands and acknowledges that Flat 51 may re-assign different locations within the Market at its sole and absolute discretion at any time. Vendor has no right to a specific location, regardless of how many times or for how long it has occupied such specific location. Vendor has inspected the Space and agrees to use the Space in its ‘as is’ condition. 

1. Permitted Goods: Vendor shall be permitted to use the Space only for commercial retail purposes, and to sell only the specific products for which it obtains pre-approval from Flat 51. No alcohol shall be sold or provided to any parties.   

1. Use and Acceptance of the Space: Vendor will use the Space and only the Space designated for Vendor. Licensee acknowledges that all spaces within the Market are open to the public and are not climate controlled. Licensee agrees that use of any space in the Market is at the sole risk of Vendor. Vendor is solely responsible for taking precautions against theft, damage or other loss of its products, equipment and other personal property, and for personal injury to Vendor, its employees, representatives, invitees, prospective customers, current customers, past customers, and any other person or entity Vendor allows to enter the Space. Vendor agrees not to leave any personal property in the Space at any time when Vendor is not physically present, without Flat 51’s consent. Vendor further agrees to not allow or invite any person, whom Vendor knows, or reasonably should know, has any infectious or contagious disease or virus, where a city, state, or federal government health agency has given a public notice advising against coming into contact with any such person with said infectious or contagious disease or virus.

1. Insurance: Prior to the first Market Day, Vendor shall provide a general liability insurance policy in an amount of not less than $500,000. Vendor shall maintain and provide all necessary proof of insurance required by Flat 51. Vendors who sell food (including fruits and vegetables) or body care products must carry at least $500,00 in product liability insurance, in addition to general liability insurance. Flat 51 must be named as a Certificate Holder on a Certificate of Insurance (COI) and stated as an “Additional Insured” in the description box of the COI for Vendor’s general liability insurance and, when applicable, Vendor’s product liability insurance policy. A COI is the only proof of insurance that will be accepted and the COI must be on hand before the Vendor’s first Market Day. The COI can be emailed, mailed, faxed, delivered by hand or emailed to Flat 51 to the applicable address set forth in Section 11 of this Agreement. 

1. Fee, Payment Method & Outstanding Payments: 

1. Fee: Vendor agrees to pay the fee (the “Market Fee”) listed in the Market Rules for Vendor’s use of and access to the Space. The Market Fee serves to reserve Vendor’s attendance at the Market for all Market Days selected by the Vendor from the above Market schedule. Vendor is not provided a space at the Market unless and until the Market Fee is paid in full for each Market Day Vendor intends to be in attendance at the Market.  Vendor must pay the Market Fee no later than the date listed in the acceptance email.Vendor intends to be in attendance at the Market. No Vendor shall be reserved any space within the Market unless and until Vendor’s applicable Market Fee payment is received in full.  space reservation is not effective until your payment is received in full. All fees paid by Vendor are non-refundable and deemed earned upon receipt. 

1. Payment Methods: Vendors may pay by credit card/Venmo account,).. Cash will not be accepted.

1. Outstanding Payment: In the event Vendor has not paid the Market Fee or has any outstanding balance owed to Flat 51, Vendor shall be prohibited from setting up until such time the Market Fee and/or outstanding balance owed, as applicable, has been paid in full.  

1. Termination: Flat 51 may in its sole and absolute discretion terminate this Agreement, Vendor’s right to attend the Market as a vendor and Vendor’s use of and access to the Space if any of the following occur: 

1. If Vendor misses two consecutive Market Days, whether or not advance notice has been provided to Flat 51; 

2. If Vendor ‘No Call/No Shows’ for any Market Day; 

3. If Vendor violates any of the Rules; 

4. If Vendor breaches any terms of this Agreement; 

5. At the completion of the final Market Day. 

Should termination be attributed to subsection c. or subsection d. of this Section 9, and Vendor is present at the Space, Vendor will be required to immediately remove all of Vendor’s property and vacate the Market. In the event Vendor leaves any of Vendor’s property at the Market, Flat 51 has the right to remove such property and either place it in storage and charge reasonable expenses to Vendor or otherwise dispose of such property without further obligation to Vendor, all in Flat 51’s sole and absolute discretion. Termination is effective immediately upon Vendor’s receipt of notice thereof, which may be dispatched in any manner set forth in Section 11 of this Agreement.

1. Limitation of Liability: Flat 51 will in no event ever be liable to Vendor for any incidental or consequential damages, including but not limited to loss of business or damage to Vendor’s business reputation or loss of profits.

1. Notices: Any notices required by this Agreement shall be effectively made when hand-delivered, posted within the Premises, or delivered by electronic mail, fax or postal mail at the following addresses and conforming to the substance of the following:

1. Indemnification: Vendor agrees to and shall indemnify, defend, save and hold harmless Flat 51, LLC and the City of Columbus, Ohio, and each and both of their employees, directors, officers, owners, shareholders, representatives and agents (together, the “Indemnified Parties”), from any and all claims, suits, demands, debts, undertakings or proceedings of any kind or nature, whether meritorious or frivolous, by any person or persons for damages, injuries or otherwise arising out of or in connection with Vendor’s operations at the Market, including liability caused in whole or in part by the Indemnified Parties, less conduct which amounts to gross negligence. Vendor shall, at its own expense, appear, defend and pay all attorneys’ fees and all costs and other expenses arising therefrom or incurred in connection therewith; and, if any judgment shall be rendered against the Indemnified Parties in any such action, Vendor shall, at its own expense, satisfy and discharge same. 

Upon signing this Agreement, Vendor acknowledges that this Agreement, the Rules, and any other exhibits hereto attached, will remain in full force and effect, and binding upon Vendor and its affiliates, for any time and from time-to-time whenever Vendor undertakes to occupy space in the Market.

EXHIBIT A

Flat 51 Market Rules of Operations

The Flat 51 Market Rules of Operations (the “Rules”) are integrated by reference into the Market Vendor and Indemnification Agreement between Vendor and Flat 51. In the event any terms within these Rules conflict with the terms set forth in that agreement, the terms of these Rules shall govern. 

Location of the Market: The Market is located in the parking lot of Flat 51. 

Definitions: 

Vendor: A Vendor is an attendee at the Market who pays the Market Fee and sells, promotes, and/or gives away products or services to Market attendees. , or products and services of third parties which they are permitted to sell Producer/Grower: Growers who cultivate fruits and vegetables, harvest wild fruits etc. from your farm or grow landscaping plants, vegetable and herb plants.

Mobile Food Sales: If you sell potentially hazardous foods such as processed poultry, beef, pork etc. eggs or dairy products such as cheese, you must apply with local health officials and/or state officials where you will do business (if you are out of state), and receive a mobile food license. Contact the appropriate health official for specific regulations and procedures.

Food items are broken down into categories:

• Items Cooked on Site: If you are selling food items that are cooked at the market, you must first seek approval from the health department, and provide proof of ServSafe Level 2 certification. Once all permits are approved and filed, you may sell at the market. All vendors selling foods cooked on site must have a fully inspected and operational A-B-C fire extinguisher in their stand at all times.

• Ready-to-Eat: Cookies, pies, granolas, dried fruits, cakes, pies, breads etc. are ready to eat foods. Whether home or commercially produced, all required permits must be filed with the registration.

• Beverages: Canned sodas and bottled waters may be sold by vendors selling food with proper permit. Beverages that are prepared such as coffee, tea, lemonade etc. must be prepared in accordance with all health requirements.

Cottage Food Producer: Food items that you prepare in your home are exempted from many state laws concerning their sale. Contact the city health official for further information. You must file the Columbus Health Department Food Safety form with the Health Department and with market management. Contact the Health Department for details.

Arts and Crafts: These include soaps, essential oils, jewelry, pottery, carvings, garden accessories, textiles, and hand crafts made by the vendor.

Retail/Reseller: Products that are not made by the vendor but that are sold by the vendor are retail. Used items are also retail but must be marked as used.

Non-Profit Sales: Any non-profit organization with documented 501(c)3 status that may sell their product at the market from an assigned location.

Non-Profit Information: Any non-profit organization with documented 501(c)3 status that may hand out information from an assigned location at the market.

Petition Gatherers: Signature gatherers may petition in most outdoor market areas, at Flat 51’s discretion.

Management: Flat 51 and its designees are responsible for space assignments, public health and safety, and the interpretation and enforcement of the Market Rules.

Registration: Prior to being assigned a designated space at the Market, Vendors are required to pay a non-refundable Market Fee. All vendors must apply to sell at the Market every year regardless of application status any previous year.

Attendance: Accepted vendors are expected to be at market for each Market Day.

• Vendors should call by seven days prior, if they will be unable to attend the next immediate Market Day.

  • Vendors who have called off by noon on Thursday may inquire about available space, should their circumstance change. However, they will be considered “On Call” for that market, and may not have access to their typical space if said space has already been reassigned.

• Notice received by Flat 51 after Thursday at noon, may result in the loss of assigned space for part or all of the remaining season.

• No Call/No Shows will result in an immediate termination of Vendor’s attendance as a vendor at the Market for the season. Vendor is permitted to re-apply for future Market seasons. 

• FORCE MAJEURE: IN THE UNLIKELY EVENT OF A MARKET CANCELLATION (DUE TO SEVERE WEATHER, INCLUDING BUT NOT LIMITED TO TORNADO, HAIL, FLASH FLOOD, OR SEVERE BLIZZARD, ETC, GOVERNMENTAL ORDERS OR MANDATES), ALL MARKET VENDORS WILL BE NOTIFIED IN ADVANCE, AND WILL NOT INCUR ANY PENALTY FOR NON-ATTENDANCE. 

Setup/Teardown: Vendors are permitted to commence set up at the designated time provided through German Village Makers Market email correspondence and shall commence teardown no sooner than 4PM at the end of the day. Vendors are required clean up any and all debris within the Space at the end of the Market Day and prior to vacating the area. Vendors are required to be restore their designated area to the condition it was in before the beginning of the Market Day. Flat 51 personnel will be near the Market to be sure each vendor arrives on time and is in the right location. If you are running late, take the time to call or text the designated Flat 51 personnel and let them know. If you are repeatedly late, you may lose your space. Late vendors will receive a verbal reminder, then a written reminder, then penalized and could then lose their space. Vendors are required to maintain their Space for the entire duration of the Market Day. Vendors who tear down their Space early will receive a verbal reminder, then a written reminder then penalized and could then lose their space. 

Payment Required for Entry, Set Up and Attendance: Vendors who are returning vendors must settle all outstanding debts—for rent, and/or utilities—before applications will be considered. Vendors who have not paid will not be allowed to set up; there are no exceptions.

Assigned Space Within the Market: You may conduct business only at your assigned space within the Market. You may not assign your space to any other vendor. Vendors may not sublet their space at the market. Vendors are permitted to conduct business at their assigned location only during market operating hours. All part-time and seasonal vending space assignments are temporary. Therefore, there is no right or expectation of renewal of any space assignment.

Products for Sale: Any and all products to be sold at the Market must be approved by Flat 51 and Flat 51 has the absolute right to deny any product from being sold at the Market for any reason whatsoever. Application acceptance locks in that product list for the season. Changes must be discussed with Flat 51 and are subject to the sole discretion and approval of Flat 51. At no point will vendors be allowed to sell additional products without approval. Sales of a product the previous year, whether within the rules or not, does not constitute permission to sell that product in the current year. When in doubt, please conform to your core business. Failure to adhere to this rule, may result in fines or immediate suspension of assigned space and termination of your attendance at the Market.

Licenses and Certifications: Vendors are required to provide copies of all licenses and certifications pertaining to the operation of their business at the Market (e.g. Health Department License, Certified Organic) for our records. The documents are required to be sent to Flat 51 upon acceptance of application.

Occupancy During Hours of Operation: You must be open, fully merchandised and ready for business at the starting time for your area of the Market. This includes having all products labeled and visibly priced. Late set-up is not permitted; persistent tardiness-- defined as not being open and ready to sell at the opening time three times in one month may result in your removal from the Market at Flat 51’s sole and absolute discretion. You must be present and actively selling during the required hours for your area of the Market. Early departure before the end of the Market Day may result in your removal from the Market at Flat 51’s sole and absolute discretion.

Parking: Parking is designated as first-come first-serve on surrounding streets. Idling vehicle engines during market hours is prohibited.

Unloading: Vendors that are assigned locations without adjacent parking must drop their load in their assigned location and immediately move their vehicle to allow access by other vendors. Do not stop to set up tables, tents, etc. until your vehicle has been moved.

Equipment: You must provide all of your own chairs, tables, tents, and display equipment. Market-owned furniture is reserved for customers and may not be used by vendors. In the interest of safety, tents, tables, and displays must be secured against wind and severe weather.

Signage: A sign identifying the name and location of your business must be prominently displayed. Prior to commencing sales, prices for all items must be visibly posted. Any derogatory or offensive language or words reasonably known to incite violence that is found on signage will result in a permanent ban. 

Sanitation: Please ensure your area is left cleant at the end of the marketOperate your stand in a safe and sanitary manner. If you sell readily consumable items, you must provide a waste receptacle for used wrappers, napkins, and utensils. Keep the sales area clear of debris. Edible products may not be stored or displayed on the ground. Further, you must follow all of the Ohio Health Department’s Guidelines on preventing the spread of COVID-19 during the entire time you and your agents are on the premise of the Market.

Clean-Up, Trash and Recycling: Clean your designated area and remove all refuse from it at the end of the Market Day. Recyclables and trash may be disposed in the Market’s recycling and trash facilities. Failure to clean your stall or remove debris will result in a cleaning fee of $250, and will be charged at Flat 51’s discretion.

Honest Trade: Vendors must conduct business fairly, honestly, and legally. All products sold must be legal, truthfully identified, and properly labeled. Products may not be misrepresented. Fraudulent, dishonest, or deceptive practices are prohibited and may result in suspension or expulsion. Vendors must accurately weigh and measure all products sold by weight or measure using certified scales (for all sell-by-weight transactions) inspected and sealed by the Ohio Department of Consumer Affairs and approved by the Franklin County Office of Weights and Measures. The use of false packs, or the concealment of poor product beneath a topping or facing of better product, is prohibited.

Legal Operation: Vendors are individually responsible for conforming to all city, state and federal laws, including the securing of any licenses required and the payment of any taxes due in connection with the operation of their businesses. All products sold at the Market must be legal for retail sale. No stolen, pirated, bootleg, or counterfeit goods may be sold. Products in violation of the Market Rules, or city, state or federal law, may be removed by Flat 51.

Respectful Operation: Signs, displays, equipment, and noise levels must be managed so as not to interfere with the conduct of business by nearby vendors. Keep your setup within the space assigned to you; at no time should your operation or equipment extend into adjoining spaces.

Courteous Behavior: The Market is a family friendly environment. Vendors must be courteous at all times. Vendors may not operate under the influence of drugs or alcohol. Disagreements with other vendors, managers, and customers must be handled in a civil manner. If you threaten or engage in a loud confrontation with a customer, vendor, or member of the Market staff, the police will be called, and you will risk removal from the Market.

Hawking: Hawking is not permitted. It is a violation of municipal code to “utter loud cries for the purpose of soliciting trade, or to solicit business from other city market tenants by making public statements in the city market about the quality or value of the products or goods of the city market tenants.”

Smoking: Smoking, the use of e-cigarettes/vaping is not permitted on the Market premises or within 25’ of any entryways to the surrounding stores. This is a state health ordinance. Vendors who sell food are not permitted to smoke in their sales or prep areas. Violations will result in a $50 fine, and may result in expulsion from the Market.

Organic Certification: All produce or products labeled organic must be third party certified according to USDA standards by a recognized organic certifying agency. Certification letters must be on file with the Market and available for inspection at your stand at all times. Verbal or written declarations of organic status that are not documented as required will result in suspension or termination from the Market.

Value Added Products: Value-added edible items (ie: jams, jellies, sauces, baked-goods, etc.) must be produced from scratch ingredients by producers on their farms or in a licensed facility according to state and federal regulations. Licenses must be on file with the Market and available at producer’s stand at all times.

Packaged Items Labelling: All packaged items (wrapped, bottled, or canned) must be labeled with the producer’s name, address, complete list of ingredients, and net weight.

Removal of Vendor Property: Vendors must vacate their occupied space and remove their property at the end of each Market Day. 

By applying, you affirm that you have read the Market Vendor and Indemnification Agreement and the Flat 51 Market Rules of Operations and you agree to abide by the terms and conditions set forth therein.