Terms of Use and Contract

As a condition to its participation in the Uptown Farmer’s Market, the undersigned Vendor expressly acknowledges and agrees to the following Terms of Use:

1. Fee Structure. Vendor agrees to remit the following fees to Gather Arizona, LLC (“Gather Arizona”):  Annual Fees: An annual fee of $40.00 for Vendor’s first 10’x10’ booth and an additional annual fee of $25.00 for each additional 10’x10’ booth. The applicable annual fee must be remitted to Gather Arizona each January (or if Vendor’s start date is after January, a pro-rated fee must be remitted on Vendor’s first day at Uptown Farmers Market). If Vendor’s additional 10’x10’ booth is added after Vendor has already paid the initial $40.00 fee, the applicable $25.00 fee must be remitted prior to set up of the additional 10’x10’ booth (or booths). Please do not pay your annual fee when submitting your application.  Sales Fees: A fee not to exceed 10% of total market sales will be applied to the first $500.00 in market sales, and an additional fee of 5% will apply to all market sales in excess of $500.00. The applicable sales fee must be remitted to Gather Arizona at the end of each Market.  Changes in Fee Structure: Gather Arizona reserves the right to modify its fee structure at any time, immediately upon notice to Vendor, including, without limitation, notice provided via signage proximately displayed at the Market.

2. Proof of Insurance. Prior to Vendor’s first day at Uptown Farmers Market, Vendor must provide Gather Arizona with proof of commercial general liability insurance in an amount not less than $1,000,000 per occurrence for property damage, bodily injury and personal injury with an insurance carrier acceptable to Gather Arizona. Gather Arizona shall be named as an additional insured on Vendor’s general liability insurance policy and, upon request, Vendor shall deliver to Gather Arizona a certificate of insurance and endorsement of additional insured evidencing such coverage.

3. Proof of Licensing. Prior to Vendor’s first day at Uptown Farmers Market, Vendor must provide Gather Arizona with a copy of Vendor’s Phoenix Business License (Visiting Artists Only), along with any other applicable license, permits, and other items required by the City of Phoenix or the Maricopa County Health Department, phone: 602-506-6872.

4. Tents and Tables. Each outdoor Vendor must provide its own 10’x10’ white tent with straight legs, along with a table, chair and tablecloth. Each tent must be secured by 4 tent weights in the amount of at least 20 pounds per tent leg.

5. Ownership. Vendor acknowledges that Gather Arizona is the owner of all right, title, and interest in and to all Uptown Farmers Market trademarks, logos, and names including, without limitation, GATHER ARIZONATM, UPTOWN FARMERS MARKETTM, and VEGGIE VALETTM (“Uptown Property”). Any use of the Uptown Property by Vendor shall be subject to review and approval by Gather Arizona. For the avoidance of doubt, nothing in these Terms of Use should

1 be construed as granting, by implication or otherwise, any license or right to use any of the Uptown Property without prior written approval from Gather Arizona.

6. Vendor Warranties. Vendor warrants that its participation at Uptown Farmers Market shall be performed in a professional manner, consistent with industry standards and in accordance with these Terms of Use and the Rules and Regulations attached hereto. Vendor warrants that its participation in Uptown Farmers Market shall comply with all applicable laws and regulations, as well as any city ordinances. Vendor warrants that the goods and services it offers and sells (“Vendor Products”), and the intellectual property, logos, advertisements, and trade names it uses (“Vendor Marks”) do not infringe or misappropriate any third party’s rights. Vendor warrants that it has all the rights, power, and authority necessary to display, use, offer, and sell the Vendor Marks and the Vendor Products.

7. Indemnification. Vendor agrees to defend, indemnify, and hold harmless Gather Arizona and its affiliates, managers, members, employees, and representatives from and against any and all loss, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees), incurred in connection with any claims, allegations or suits, regardless of merit or outcome, arising from or relating in any way to: (a) Vendor’s participation in Uptown Farmer’s Market, including but not limited to the acts, omissions, sale of goods, and provision of services at Uptown Farmers Market of or by Vendor or its employees, agents, representatives or guests (collectively, “Vendor Parties”), including, without limitation, injury or illness to market customers or damage to North Phoenix Baptist Church, (b) any breach by a Vendor Party of any provision of these Terms of Use and the Rules and Regulations attached hereto, (c) any violation by a Vendor Party of any applicable law, regulation, or rule, (d) any action undertaken by a Vendor Party that is outside the scope of Vendor’s authority under these Terms of Use and the Rules and Regulations attached hereto, and (e) any infringement or other misappropriation by a Vendor Party of any third party’s intellectual property rights.

8. Responsibility for Taxes. Gather Arizona shall not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Vendor’s behalf. Vendor shall be solely responsible for, and shall indemnify Gather Arizona and its affiliates from and against, any such taxes or contributions, including penalties and interest.

9. Modification; Right to Terminate Vendors Participation. These Terms of Use and the Rules and Regulations attached hereto may be amended or modified by Gather Arizona in its sole and absolute discretion. Unless otherwise indicated by Gather Arizona, any such amendment or modification shall be effective immediately upon notice to Vendor, including, without limitation, notice provided via signage proximately displayed at Uptown Farmers Market. Gather Arizona reserves the right to immediately terminate Vendors participation at Uptown Farmers Market for any or no reason, without liability of any kind. Upon such termination, Vendor must immediately remit to Gather Arizona any accrued but unpaid fees owed to Vendor pursuant to Section 1, above.

10. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTOWN FARMERS MARKET IS PROVIDED "AS IS" WITHOUT WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. GATHER ARIZONA DOES NOT WARRANT THE OPERATION OF UPTOWN FARMERS MARKET. VENDOR’S PARTICIPATION IN THE UPTOWN FARMERS MARKET IS AT ITS OWN RISK AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, GATHER ARIZONA WILL HAVE NO LIABILITY TO VENDOR FOR ANY LOSS, DAMAGES OR CLAIMS ARISING FROM VENDOR’S PARTICIPATION IN THE UPTOWN FARMERS MARKET.

11. Basis of the Bargain. Vendor acknowledges that the fees have been set, and its participation in the Uptown Farmers Market is approved, in reliance upon the limitations of liability, remedies, and disclaimers of warranties and damages set forth herein, and that all such limitations and exclusions form an essential basis of the bargain between Vendor and Gather Arizona.

12. Governing Law; Venue. These Terms of Use and the Rules and Regulations attached hereto shall be governed by the laws of the State of Arizona without regard to its conflict of law principles. Vendor irrevocably consents to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Arizona.

If you have any questions about these Terms of Use or the Rules and Regulations attached hereto, please contact Bo Mostow, Market Manager, Gather Arizona, LLC, email [email protected], or call 602-859-5648.

Vendor Business Name: ______

Vendor Name Printed:

Vendor Signature:

Vendor Business Address:

Products Vendor Intends to Sell: ______

______

Number of 10’x10’ Spaces for use:

Vendor Telephone:

Vendor Address:

______

3 Vendor Email Address:

Vendor Website:

Social Media:

Twitter: @______

Facebook: ______

Instagram: @______

Other (Pinterest, etc.): ______

Health Permit Number (required for prepared foods): *For more information, contact Maricopa County Health Dept: 602-506-6872

City Resale Tax Number: *For more information: 602-262-6785

Have you added us to your insurance policy? ______*For more information see Uptown Farmers Market Rules & Regulations

Do you have a 10x10, straight leg, white tent with 20 lb weights per leg? ______*This is mandatory for Uptown, for more information see Market Rules & Regulations

Comments? How may we be of further service to you? ______

______

Market Rules and Regulations and General Information

Uptown Mission We are a food-based farmers market and gathering place dedicated to inspiring and educating home cooks through Arizona local produce, handmade foods and handcrafted goods.

Market Manager Bo Mostow 602-859-5648 [email protected]

Market Location SE Corner of Central Avenue and Bethany Home Road North Phoenix Baptist Church 5757 N Central Ave. Phoenix, AZ 85012

Market Days & Hours Uptown Saturday Year-round. Rain or Shine. 9am-1pm October - April 8am-12pm May - September

Uptown Wednesday October - June. Rain or Shine. 8am-1pm

Uptown Growers: Saturdays Seasonally. Rain or Shine 8am-12pm September - October 9am-1pm March - February - April

Website & Social Media Website: http://uptownmarketaz.com Newsletter Sign-up: http://eepurl.com/bcXkxn Facebook: https://www.facebook.com/uptownmarketaz Twitter: https://twitter.com/UptownMarketAZ Instagram: http://instagram.com/uptownmarketaz

Market Conduct Vendors, this is your market as much as it is ours. Surely you will agree with the policy that consistency (being here every week, or on a set schedule), timeliness (being set up, car moved and ready to vend 10 minutes prior to market opening) and friendliness (being considerate of each other) are essential in order for us to thrive! We do not support negative speak in the marketplace. If you struggle with any of these things then Uptown is likely not a good fit for you.

5 Farmers Market Integrity; Visiting Artists Uptown is a farmers market and we strive to maintain that integrity. As such, in order to be a consistent vendor at Uptown, products must fall into one of the following categories: food, plant, kitchen, or garden. If your product does not fit into one of the listed categories you may apply as a “Visiting Artist.” Uptown reserves the right to determine categorical placement and may reject any vendor applicant at any time for any or no reason. We believe in healthy competition and that every vendor has something different to offer. This means that we often do not limit the number of vendors selling a similar product.

The number of “Visiting Artists” admitted to the market is limited. Visiting Artists participate in the market on a rotating schedule and are generally permitted to participate in the market once every 4-6 weeks. Uptown reserves sole discretion to rotate Visiting Artists based on its judgement and discretion.

Quality of Products Uptown Farmers Market is not a producers-only market. While we strongly promote and emphasize locally grown first, we recognize that many things do not grow, or are not produced in Arizona. We embrace and appreciate the vendors who work very hard to source these sustainable, specialty items for sale at the Market (i.e., fish, coffee, various fruits and vegetables, olive oils, etc).

We pledge transparency for our customers, and we do expect you to be honest and open with customers. It is unethical to source an item and pretend that it is something you have made or created. It is unethical to purchase food items wholesale and repackage them to look like your own product. Please know that a violation of these policies will be grounds for dismissal at Uptown.

You are only allowed to sell the items you identified in your signed Terms of Use document. If you would like to sell other items, you must update and re-submit a Terms of Use document for approval by the Market Manager.

Insurance As indicated in the Terms of Use document, you must secure commercial general liability insurance in an amount not less than $1,000,000 per occurrence for property damage, bodily injury and personal injury with an insurance carrier acceptable to Gather Arizona. Among other carriers, we will accept policies underwritten by Wendi Bowman, Alpha Insurance, 623-581-5234.

Please be sure to add us as an additional insured to your policy: Gather Arizona, LLC dba Uptown Farmers Market North Phoenix Baptist Church 5757 North Central Avenue, Phoenix AZ 85012

Day of Market When vending at Uptown you are committing to being present and set up for the entire duration of market. We expect your booth to be setup, car moved and ready to vend 10 minutes prior to market opening. We expect you to be in your booth for the duration of the market, or have a fellow vendor watching your product for bathroom breaks. In addition, the breakdown of your booth cannot begin before the close of market. We have a market crew to assist with day of market tasks, but please be aware that at least 20 minutes before market opening our crew will not be available to assist you.

Based on the time of year, there are up to 3 different layouts at Uptown (indoors, parking lot or courtyard). Regardless of the layout you select, we ask that you adhere to the following:

 Do not park your car inside of the orange cone perimeter.  When unloading your car, please unload all of the items from your car into your assigned booth and then move your car outside of the coned-off area before beginning setup.  This process is reversed for breakdown. Please have your booth taken down and items packed before bringing your car inside the coned area.

Outdoor vs. Indoor Booth During the summer we make no guarantees as to whether your assigned booth will be indoors or outdoors. We do our best to accommodate requests but not all requests will be granted.

Indoor Booth If you are assigned an indoor booth during the summer months, you need not bring a tent or tables. An 8’ table will be provided to you. Note that a tablecloth is still mandatory. For indoor booths, please unload on the East Side of the church. Once you determine where your booth is, unload your items quickly and setup your booth. We ask that you setup at least 10 minutes prior to opening. During breakdown, make sure your area is clean and only then bring your car into the loading area.

Parking Lot Booth As set forth in the Terms of Use, a 10’x10’ white tent with straight legs and 4 tent weights of at least 20 pounds each are required for outdoor booths. Unloading for outdoor setup occurs on the North Side of the church. Once you determine where your booth is, unload your items quickly, move your car and then setup your booth. We ask that you are setup at least 10 minutes prior to opening. During breakdown, please pack your items and clean your area before pulling your car into the setup aisle. We ask that you not bring your car into the unloading aisle until at least 5 minutes after closing. If

7 there are customers in the aisle after closing, we ask that you not drive into the aisle until they are gone.

Summer Courtyard Booth As set forth in the Terms of Use, a 10’x10’ white tent with straight legs and 4 tent weights of at least 20 pounds each are required for outdoor booths. Please pull to the North Side of the church where you will be directed to drive to the East Side of the building. Unload your car on the East Side of the building and park your car before beginning setup. We ask that you setup at least 10 minutes prior to opening. During breakdown, please pack your items and clean your area before pulling your car into the setup path. We ask that you not bring your car into the unloading aisle until at least 5 minutes after closing.

Methods of Payment & Token Information Square or similar programs are an acceptable method of payment at Uptown. Also note that we have a token system in place, so you must also accept tokens. Black tokens are provided to our customers at the information booth. Tokens are given in denominations of $10, please treat each token like a $10 bill. You may give cash back to your customers and you may use the tokens to pay your fees at end of market. Approximately one hour before Uptown closes, I will circulate to cash-out your tokens.

SNAP & EBT Information The terms “food stamps,” “SNAP,” “EBT,” and “QWEST,” are synonymous. Any time you hear these terms, we are referring to the SNAP program offered through the USDA. The SNAP program provides food benefits for low-income families, the majority of these recipients being children.

We accept SNAP benefits at Uptown through a unique token system. SNAP customers swipe their EBT card at the information booth. Orange tokens are provided in denominations of $5 and gray tokens are provided in denominations of $1. Again, please treat each token as a $5 or $1 EXCEPT there is no CASH BACK for orange or gray tokens. Only certain vendors may accept orange and gray tokens. You MAY accept these tokens if you have food items that can be taken home and consumed. You MAY NOT accept then tokens if your food items can be consumed onsite. For example, customers may use orange and gray tokens to purchase bags of coffee but not an iced coffee to-go. When we provide these tokens to the customer we also provide them with a flyer indicating items that are/are not approved to purchase. If you have any questions regarding your approval to accept these tokens, please ask.

FMNP & WIC Information The Arizona Department of Health Services allows Uptown to accept Farmers Market Nutrition Program (“FMNP”) and Woman-Infant-Children “(WIC”) checks. Customers may use these checks to purchase eligible fresh fruits and vegetables at the following Vendor booths: Horny Toad Farms, Community Exchange Table, Maya’s Farm and TJ Farms. We prohibit resale transactions with FMNP Payment Instruments; we limit resale of fresh produce; we adhere to health/sanitation rules, and we comply with applicable FMNP rules.

End of Market At the end of market you will receive an envelope containing a market slip. Please complete the slip, put the white copy inside the envelope (you keep the yellow copy), along with payment of your applicable sales fee, and submit the envelope to the information booth. We recycle envelopes, so please do not write anything on the outside of envelope or seal the envelope.

Questions Thank you for your interest in Uptown. Please contact Bo Mostow, Market Manager, Gather Arizona, LLC, [email protected], 602-859-5648, with further questions.