PLEASE REVIEW THE FOLLOWING:

THIS VENDOR AGREEMENT (the "Agreement") is made and entered into by and between the applying Vendor, on the one hand, and Panana LLC dba Panana Events, on the other. Panana Events is the organizer and renter of the upcoming events Riverside Lunar Festival ("the Events") to be held at Mission Inn Ave in Riverside CA. The Vendor is engaged in the business of preparing and/or selling food, beverages, services, and/or other products for the Events. Panana Events will provide booth space at the Events (the "Leased Booth Space") to Vendor, and Vendor desires to lease the Leased Booth Space from Panana Events in accordance with the terms and conditions herein set forth.
THEREFORE, it is agreed:

I). Terms and Conditions

• Fees. The Vendor shall pay Panana Events all rental fees for the Leased Booth Space in the manner as
described on the Panana Events invoice to the Vendor.
• Compliance with Laws, Rules, and Regulations. The Vendor represents and warrants that all
products displayed and sold, and all services provided, are of lawful origin and comply with all applicable state and federal laws and regulations. The Vendor further represents and warrants that none of the products displayed or sold or services rendered infringe on third parties’ rights or violate any intellectual property laws. The Vendor represents and warrants that it/he/she is a high-quality merchant and lawfully doing business in Los Angeles County, Orange County, San Bernardino County or the State of California. Vendor further agrees to comply with all rules and regulations of Panana Events or of the legal owner or its agents of the Lease Booth Space that are at any time delivered or provided to the Vendor. Vendor shall not, and shall ensure that the guests and licensees of Vendor do not disturb, annoy, endanger or interfere with other vendors leasing booth spaces from Panana Events for the Events or use the Leased Booth Space for any unlawful purposes, including, but not limited to, using, manufacturing, selling, storing or transporting illicit drugs or other contraband or committing a waste or nuisance on or about the Leased Booth Space.

1.2 Taxes, Fees, and Assessments. Vendor has sole responsibility to pay any taxes, fees, and assessments, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Vendor’s business activities under this Agreement, and shall indemnify Panana Events and hold Panana Events harmless from any such fees, assessments, taxes, penalties, or interest levied, assessed or imposed against Panana Events thereunder.

1.3 No Partnership or Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute any party the agent of the others. No party shall hold itself out contrary to the terms of this Section and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.

1.4 Maintenance. The vendor is responsible for the maintenance and cleanup of their Leased Premises. Vendor shall be responsible for any damage to the Leased Premises caused by the Vendor’s activities, including but not limited to damage to the canopies, tables and chairs, equipment, generators, and/or other equipment provided by Panana Events.

1.5 Right to Decline. Panana Events reserves the right to decline Vendor applications.

1.6 Cancellation Due to Unforeseen Clauses. To the extent that Panana Events is prevented from complying with the terms of this Agreement by reason of unforeseeable causes beyond the control and without the fault or negligence of Panana Events, including but not restricted to acts of nature, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any government agency, closure by government agency due to Covid-19 restrictions and/or related mandates, Panana Events shall have the right to cancel the Events. Upon such cancellation due to Covid-19 restrictions, Panana Events shall refund any unearned Vendor fees, less third party administrative costs, paid by Vendor to Panana Events for said events, deposit is non-refundable or 30% cost of event fees applied, whichever is greater.

 II). Payment

2.1 Payment to Panana Events. Once Panana Events receives your application form and approves your application, the Vendor must issue full payment for the event fees via credit card, cash, or check prior to the start of the event.

III). Insurance

3.1 Insurance Required. Vendor shall have insurance coverage against all claims for injuries against persons or damages to property which may arise from or in connection with the business activities engaged in by Vendor. Vendor shall provide Panana Events with certificates of insurance demonstrating the coverage required by this Agreement and with the certificates naming Panana Events as an additional insured, not less than 5 (five) working days before the lease commences.
3. 2 Coverage Required. Requirements for insurance to be purchased and maintained are:
a). General liability insurance of two million dollars ($2,000,000), single limit, per occurrence.
b). Workers’ Compensation and Employers’ Liability in an amount required by the laws of the State of California and Employer’s Liability Insurance for injuries incurred because of the business activities engaged in by Vendor under this Agreement.
c). Other insurance as required by the laws of the state of California.

3.2.1 IMPORTANT additional Coverage Required:
The following is a requirement set in place by Riverside, failure to comply may result in not being able to be a vendor at the Riverside Lunar Festival:

Please make sure to add the information below to your "CERTIFICATE HOLDER" portion of the insurance documents:

1.) Panana LLC- 600 N Mountain Ave STE B203, Upland CA 91786
2.) The City Of Riverside: Risk Management- 3900 Main Street, Riverside CA 92522

Please add the following to the "ADDITIONAL INSURED" portion of the insurance documents:
a.) COMMERCIAL GENERAL LIABILITY COVERAGE: The city of Riverside, its officers, employees, and agents are added as additional insureds.
b.) BUSINESS AUTO COVERAGE: Completed and Submitted
c.) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT: Completed and Submitted

IV). Indemnification

4.1 To the extent authorized by the laws of the State of California, Vendor shall indemnify, hold harmless and defend Event, Panana Events and, its officers, employees, sponsors/vendors, and affiliates, and the legal owner of the Lease Booth Space (hereinafter collectively the “Indemnitees”) against any and all claims, demands, damages, liabilities penalties, fines and costs incurred by the Indemnitees, or asserted or brought against the Indemnitees which directly or indirectly result from or arise in connection with Vendor’s acts or omission, and/or its obligations under this Agreement.

Both parties agree that upon receipt of a notice of claim or action arising out of, in connection with or relating to Vendor’s acts or omission, and its obligations under this Agreement, the party receiving such notice will notify the other party promptly. Vendor agrees, at its own expense, to provide attorneys to defend against any actions brought or filed against the Indemnitees directly or indirectly result from or arise out of Vendor’s acts or omission, and/or its obligations under this Agreement.
Vendor shall indemnify and hold the Indemnitees and its officers, agents, and employees harmless from any liability or loss resulting from judgments or claims against them arising directly out of, in connection with or relating to Vendor’s acts or omission, and/or its obligations under this Agreement.
This indemnification is effective with respect to any covered damage or liability occurring after the date of this Agreement and shall continue in effect after the expiration or earlier termination of the Agreement until the expiration of the personal injury statute of limitations in the State of California.

V). Other Provisions

5.1 This Agreement cannot be altered, amended, modified, terminated, or changed in any manner except by an instrument in writing executed by both parties. The Vendor further represents and warrants that it/he/she was not acting under menace, duress, fraud or undue influence of any kind whatsoever from any person, including the other party hereto or its/his/her agent in entering into this Agreement.

5.2 Successor and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree not to assign any rights or delegate any duties under this Agreement without the other party’s prior written consent, and any attempt to do so is void and has no effect.

5.3 Arbitration and Applicable Law. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be finally resolved by arbitration administered by the American Arbitration Association. The number of arbitrators shall be one and the place of arbitration shall be in Los Angeles County, California. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. Notwithstanding the foregoing, (1) filing an unlawful Detainer action, or (2) the filing of court action for an order of an injunction or other provisional remedy does not constitute a waiver of violation of this Arbitration provision. The laws of the State of California shall govern all matters arising out of or relating to this Agreement.
5.4 Severability and Waiver. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect. The failure of a party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given.

5.5 Remedies. It is agreed that monetary damages may not be a sufficient remedy for breach of this Agreement. Panana Events is entitled to seek injunctive relief without proof of actual damages. Unless stated otherwise, all remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise.

5.6 Counterparts. This Agreement may be executed in counterparts and delivered to each of the parties by facsimile. Signatures transmitted by facsimile or electronic means are deemed as legally enforceable as the original. Each such counterpart is deemed an original instrument, but all such counterparts taken together constitute one and the same agreement.

7. Award of Attorney’s Fees and Costs. The prevailing party in any legal proceeding brought by one party against the other party and arising out of or in connection with this Agreement shall be entitled to recover all its legal expenses, including all court costs and all reasonable attorneys’ fees