Orange County LGBT Pride Festival & Parade 2023 Exhibitor Participation Agreement
1) RIGHT TO OCCUPY: The exhibitor applicant (hereinafter, “Exhibitor”) understands that the use granted by Orange County LGBT Pride (hereinafter, “Promoter”), hereunder is a license to occupy only, and is not coupled with an interest in the property; that the Promoter retains the right to terminate this license to occupy at any time during the term of Exhibitor’s use if the Promoter, in its sole discretion, determines:
- Exhibitor creates a nuisance for the Promoters, its other licensees, or its guests;
- Exhibitor is found to have changed and/or added to the use described in its application;
- Exhibitor is found to have falsified any of the statements contained in its application;
- Exhibitor’s use of premises in any other way interferes with the orderly and successful conduct of the festival space or violates any government laws or ordinances.
2) INDEPENDENT CONTRACTORS: Exhibitor and its representatives are considered independent contractors; they are not employees of the Promoter. Nothing herein shall be construed to make a partnership, agency, or joint venture between the Exhibitor or its representatives and the Promoter.
3) PERMITS: It is the sole responsibility of the Exhibitor to obtain any and all permits necessary to conduct their business. If an Exhibitor is forced to close because they lack any required permit, the Promoter is not liable and will not refund any part of the Exhibitor’s application fees.
4) INSURANCE: Exhibitor must carry General Liability insurance with a minimum of $1,000,000 coverage per occurrence.
Before a booth space is assigned, Exhibitor will submit to the Promoter a Certificate of Liability Insurance, naming the City of Santa Ana and Orange County LGBT Pride and its officers, agents, and employees as additionally insured for the OC Pride Festival & Parade on June 24, 2023, in Santa Ana, CA
5) BOOTH PLACEMENT: While applicants may inform the Promoter of their preference(s) for booth placement, the Promoter cannot and does not guarantee booth placement. If Exhibitor pays a premium for “corner/end” booth space (as defined in the Exhibitor Application), Exhibitor will receive such space on a first-come, first-served basis until all “corner/end” spaces are filled. If no “corner/end” spaces remain, applicant will receive a refund of any premium paid for that space. Booth placement will be announced in the OC Pride Festival Exhibitor Packet to be distributed in early June 2023. However, the Promoter, at its sole discretion, reserves the right to change booth placement up to and including the day of the event.
6) REQUIRED EXHIBITOR HOURS: Exhibitor agrees to keep its booth open on Saturday, June 24, 2023, from 11:00 a.m. until 8:00 p.m. Exhibitor will not close early without prior written permission from the Promoter.
7) EXHIBITOR LOAD-IN & LOAD-OUT: Exhibitor agrees to abide by the following load-in and load-out instructions.
- LOAD-IN TIME: Exhibitor Load-In shall take place on Saturday, June 24, 2023, no earlier than 7:30 a.m. and must be completed no later than 11:00 a.m. Exhibitor must check in with Promotor staff or volunteers at a location to be designated in the OC Pride Festival Exhibitor Packet.
- LOAD-OUT TIME: Exhibitor Load-Out shall take place no earlier than 8:00 p.m. on Saturday, June 24, 2023. Arrangements to leave earlier must be requested in writing prior to the day of the festival and is at the sole discretion of the Promoter. Striking your booth before 8:00 p.m. on Saturday, June 24, 2023, without prior approval from the Promoter, will result in the forfeiture of the Exhibitor’s $100 deposit and may result in exclusion from future participation in the OC Pride Festival.
- CHECK-OUT: Exhibitor agrees not to shut down its booth and begin load-out until it is checked-out of the event by the Promoter’s staff or volunteers. Striking your booth without checking out will result in the forfeiture of the Exhibitor’s refundable deposit.
- ENTERING & EXITING FESTIVAL GROUNDS: Exhibitor must complete load-in and load-out during the hours specified above. The Promoter strongly encourages Exhibitor to carry or cart all booth materials onto and off of the festival grounds. If Exhibitor wishes to drive onto the festival site to unload, Exhibitor must check-in between 7:30 a.m. and 8:30 a.m. to receive a pass valid for 45 minutes. Load-in vehicles shall vacate the festival grounds before the pass expires and, in all events, by 9:30 a.m. Vehicles left unattended, without a visible, valid, and unexpired load-in pass, will be towed at the owner’s expense. For the safety of all participants, NO vehicles may move around the festival site after 9:30 a.m. and before festival goers have dispersed, typically about 1 hour after the festival ends (i.e., 11:00 p.m.). If Exhibitor or its representatives are observed by Promoter staff or volunteers to be driving a vehicle on the festival grounds outside of the times allowed, Exhibitor may be expelled from the festival without refund.
8) BOOTH USE AND EQUIPMENT: Exhibitor agrees to furnish all equipment, inventory, and personnel necessary for its booth, except as ordered on the Exhibitor’s application. Exhibitor agrees to care for and maintain the condition of all equipment rented from the Promoter, including but not limited to, canopies, tables, chairs, and electrical outlets. Exhibitor booth space will be inspected at check-out and deposit refunds will be withheld if booth is not returned in the substantially same condition it was received. If charges incurred due to damage to booth and/or equipment exceed the cost of the deposit, the Exhibitor agrees to pay the additional fees.
9) ELECTRICITY: If Exhibitor requires electricity for the operation of its booth, Exhibitor must reserve a single unit of power. Exhibitor must provide their own 50’+ extension cord to access the power source. Exhibitor understands that the power source may be shared with other exhibitors, and Exhibitor may not intentionally interfere with the use of a shared power source by another exhibitor. Exhibitor may not access any power source without pre-payment and approval. Exhibitor may not bring or operate their own generators within the festival grounds.
10) PARKING: Parking is the sole responsibility of the Exhibitor. Parking must be secured and paid for by the Exhibitor or its representatives; further, as the event is in the middle of a downtown, urban environment, it is important that the Exhibitor comply with all laws and signs posted by the city. The Promoter is not liable for any citation or towing that may occur for failure to adhere to the law or other posted signs.
11) BOOTH SPACE, PRODUCTS & PROMOTION: All business or other activity for which Exhibitor has rented space must be conducted within Exhibitor’s designated, rented area ONLY. Exhibitor agrees that its activities will not spill out into the streets or aisles and, in all events, may not impede the movement of foot traffic or emergency vehicles. No distribution or vending, of any kind, may take place more than ten (10) feet from the Exhibitor’s designated, rented area.
12) NOISE LIMITATIONS: No music, video, or other sound may be amplified in a manner which disturbs surrounding exhibitors or exhibits. The Promoter, in its sole discretion, reserves the right to monitor or prohibit the use of any equipment or machinery that it is detracting from other booths or exhibits.
13) FOOD & BEVERAGES: The Promoter reserves the exclusive right to sell or give away bottled water, carbonated beverages, and alcohol. As such, the sale or distribution of alcohol, bottled water, soft drinks, and energy drinks by Exhibitor is strictly prohibited. Only approved Food Trucks may sell food items at the festival, though Exhibitor may give away small, pre-packaged candies or snacks. Exhibitors who wish to provide samples of their food or drink products must request written approval from the Promoter by June 09, 2023.
14) SMOKING & TOBACCO PRODUCTS: Smoking of traditional cigarettes, electronic cigarettes, “vape pens,” marijuana, etc., is prohibited in and around all exhibitor booths. If Exhibitor or its representatives are observed by Promoter staff or volunteers to be smoking within the rented booth space, Exhibitor may be expelled from the festival without refund.
15) TRASH: Exhibitor understands that it is responsible for the disposal of any accumulated waste. Exhibitor may not use standard, festival trash receptacles for large waste disposal. Booth spaces left unreasonably unclean upon load-out will be in violation of trash disposal requirements and subject to forfeiture of the refundable deposit.
16) REFUND/CANCELLATION POLICY: There is no policy for refunds or cancellation. Your booth is nonrefundable except in the event of event cancellation by the Promoter.
17) ASSIGNMENT OF RIGHTS: Vendors shall not assign to a third party its rights hereunder without the written consent of the Promoter, which consent the Promoter may withhold at its discretion. If such consent is given, the applicant shall assume full responsibility for the conduct of the assignee.
18) RIGHT OF PUBLICITY: Exhibitor and its representatives give Promoter or its designees permission to use their voice, image, or likeness as it appears in any photographic, audio, or video recording in any manner and in all media in perpetuity.
19) INDEMNIFICATION: The Promoter, the City of Santa Ana, the event’s sponsors, any of their officers, agents, volunteers, employees, independent contractors or other representatives shall not be held liable for, and they are expressly released from, liability for any damage, loss, harm or injury to the person or property of exhibitor or any of its officers, agents, volunteers, employees, independent contractors or other representatives, resulting from theft, fire, water, accident or any other cause. Exhibitor shall indemnify, defend and hold harmless the Promoter, the City of Santa Ana, the event’s sponsors, and any of their officers, agents, volunteers, employees, independent contractors or other representatives:
- From and against any and all claims arising from any acts, failures to act, or negligence of exhibitor or any of its officers, agents, volunteers, employees, independent contractors or other representatives;
- From and against any and all claims arising from the breach of, or default in the performance of any obligation on exhibitor’s part to be performed under, these terms and conditions; and
- From and against all costs, attorney’s fees, expenses, and liabilities incurred in the defense of any such claim or any action.
20) ENTIRE AGREEMENT: These terms and conditions and application, if accepted by the Promoter, represent the entire agreement between the parties, and supersedes and rescinds any prior agreement relating to the subject matter hereof. The Promoter makes no warranties or agreements except as set forth herein.
21) AMENDMENTS/INTERPRETATION: Any amendment to this contract must be in writing and signed by both parties. The headings used in this agreement are for organizational purposes only and are not to be used in the interpretation of the substance of this agreement.
22) GOVERNING LAW/JURISDICTION: Each exhibitor waives any objection to jurisdiction of any action instituted against it as provided herein and agrees not to assert any defense based on lack of jurisdiction. These terms and conditions shall be governed by and construed according to the laws of the State of California, to the jurisdiction of which the parties hereto submit.
23) SEVERABILITY: The invalidity of any term and condition, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.
24) ARBITRATION: Any controversy or claim arising out of or relating to these terms and conditions, or the breach hereof, shall be settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If a dispute arises out of or related to this contract, or the breach thereof, the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. The Arbitrators may not award any remedy that a court could not award. The Arbitrators shall apply the law of the State of California.
Any Exhibitor that fails to comply with any of the terms and conditions herein may be subject to: (1) forfeiture of the $100 refundable deposit; and/or (2) early termination of this license to occupy and expulsion from the 2023 festival without refund; and/or (3) exclusion from participation in future events with Orange County LGBT Pride; and/or (4) all of the above.
