VENDOR'S INSURANCE AND INDEMNIFICATION AGREEMENT
This Vendor's Insurance and Indemnification Agreement (hereinafter referred to as the
Agreement is executed as of the ___ day of_______________, 20__, by and between
Borough of Bath, a municipality located in Northampton County, =Pennsylvania (hereinafter
referred to as "Bath") and {name of Vendor} ______________________________, a Bath
Farmers Market Vendor, with offices located at {street address} _______________________,
{municipality} _______________________, {post office} ____________________,
Pennsylvania {zip code} __________ (hereinafter referred to as "Vendor").
WHEREAS, Vendor represents its has been accepted as a 20____ member of the Bath
Farmers' Market, an unincorporated association, to participate in said market pursuant to the
Bath Farmers' Market Rules and Regulations, as amended; and
WHEREAS, Bath =Farmers' Market intends to use Keystone Park to conducts its
operation; and
WHEREAS, Keystone Park is owned by Bath; and
WHEREASBath is not a member of the Bath Farmers' Market; and
WHEREAS, as a community service, Bath has granted the Bath Farmers' Market a
revocable license to use Keystone Park subject to participating Vendors complying with Bath
Farmers' Market Rules and Regulations, as amended, Bath' park rules, and any other applicable
federal, state or local law, subject to Bath having the right to revoke said license for any reason
or no reason,in Bath's sole discretion, and subject to each member of the Bath Farmers' Market
entering into this Agreement prior to each member's use of Keystone Park and participation in
the Bath Farmers' Market; and
WHEREAS, Vendor desires to enter into this Agreement and comply with its terms.
NOW THEREFORE, in consideration of Bath's permission to use Keystone Park
subject to the terms' and conditions herein, and intending to be legally bound hereby, Vendor
agrees as follows:
1.1 RECITALS
The Recitals do form a part of this Agreement and are incorporated
herein by reference as if fully set forth at length.
1.2 INDEMNIFICATION
Vendor shall indemnify, defend, save and hold harmless Bath, its officers, agents and
employees, Keystone Park and the Bath Farmers' Market, from any and all claims for injury,
loss, liability, cost or =expense arising in whole or in part from, incident to or connected with any
act or omission of Vendor, its officers, agents or employees, including contractors and
subcontractors, arising out of or in any way connected to, but not limited to, Vendor's use
of Keystone Park and Vendor's participation in the Bath Farmers' Market. The obligation to
indemnify, defend, save and hold Bath, its officers, agents and employees, Keystone Park and
Bath Farmers' Market harmless shall include, but not be limited to, the obligation to pay
judgments, injuries, liabilities, damages, reasonable attorneys' fees, expert fees, court costs and
all other costs of such indemnification.
1.3 INSURANCE
(a) Vendor shall maintain liability insurance, throughout Vendor's use of Keystone
Park and participation in Bath Farmers' Market, naming Bath, its officers, agents and employees,
Keystone Park and Bath Farmers' Market as an additional primary insured without contribution,
with an insurance company which is authorized to conduct business in Pennsylvania and which
has an A.M. Best rating (or equivalent) no less than "A", indemnifying Bath, its officers, agents
and employees, Keystone Park and Bath Farmers' Market from and against any and all claims
for injury or damage to persons or property, both real and personal, caused by or arising out of
Vendor's = use of Keystone Park and Vendor's participation in Bath Farmers' Market, and Vendor
shall carry said insurance in the following amounts:
(1) The amount of such insurance = against liability for damage to property shall be
no less than Five Hundred Thousand ($500,000) as to any one (1) occurrence.
(2) The amount of such insurance against liability for injury or death to any person
shall be no less than Five Hundred Thousand Dollars ($500,000).
(3) The amount of such insurance against all claims arising out of the operation
of motor vehicles and general tort or contract liability shall be no less than Five
Hundred Thousand Dollars ($500,000).
(b) All insurance coverage shall be maintained throughout the period of this Agreement.
All insurance policies shall contain a provision that Bath and Bath Farmers' Market will receive
thirty (30) days written notice prior to any changes or cancellation of the policy. All expenses
incurred for said insurance shall be at no cost to Bath or Bath Farmers' Market.
(c) An insurance policy or policies and necessary endorsements evidencing
the insurance coverage required herein shall be provided by Vendor to Bath prior to Vendor's use of
Keystone = Park and participation in the Bath Farmers' Market and said policies and endorsement
are subject to Bath's approval, in its sole discretion.
1.4 GOVERNING LAW
This Agreement shall be governed and construed by and in accordance with the laws of
the Commonwealth of Pennsylvania. If suit is brought by a party to this Agreement, the parties
agree that trial of such action shall be vested exclusively in the state courts of Pennsylvania,
County of Northampton, or in the United States District Court for the Eastern District of
Pennsylvania.
1.5 ENTIRE AGREEMENT
This written instrument contains the entire, agreement between the parties, supersedes all
prior agreements or proposals and cannot be changed without written amendment approved by
both Bath and Vendor.
1.6 SEVERABILITY
If any section, provision or clause of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, or is pre-empted by federal or state laws or
regulations, such section, provision or clause shall be deemed to be severable from the remaining
portions of this Agreement and shall not affect the legality, validity or enforceability of the
remaining portions of this Agreement.
WITNESS, Vendor has executed this Agreement this ___ day of _____________, 20___.
ATTEST
VENDOR
________________________ By:____________________________
Name (Print):____________________
Title:___________________________
Date:___________________________
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