Vend With Us

Vendor Indemnification Agreement

Kiwanis Club of Santa Fe, New Mexico · Santa Fe Downtown Kiwanis Foundation
PO Box 622, Santa Fe, NM 87504 · vendors@burnzozobra.com

This Vendor Indemnification Agreement (this "Agreement") is entered into by and between the Kiwanis Club of Santa Fe, New Mexico and the Santa Fe Downtown Kiwanis Foundation (collectively, "KIWANIS") and the undersigned vendor ("VENDOR"), effective as of the date of VENDOR's signature below. This Agreement applies to every vendor and exhibitor at the Event, whether or not the vendor sells food or beverages, whether or not the vendor sells anything at all, and whether or not the vendor is a nonprofit or tax-exempt organization.

1. Definitions

1.1 "EVENT" means the event selected in VENDOR's Vendor Application submitted with this Agreement (Día de los Muertos on the Santa Fe Plaza, October 30–31, 2026; New Year's Eve on the Santa Fe Plaza, December 31, 2026; the Fourth of July celebration, July 4, 2027; or the 103rd Burning of Zozobra, September 3, 2027), together with all associated load-in, setup, inspection, operation, tear-down, and clean-up activities occurring on the Event Premises.

1.2 "EVENT PREMISES" means the Santa Fe Plaza, Franklin E. Miles Park, or Fort Marcy Park, as applicable to the Event, and all grounds, parking areas, staging areas, and vendor areas designated by KIWANIS for the Event.

1.3 "VENDOR" means the entity or individual identified in the signature block below, and includes VENDOR's owners, officers, employees, independent contractors, agents, volunteers, representatives, subcontractors, family members, and any other person present on the Event Premises on VENDOR's behalf or at VENDOR's invitation.

1.4 "INDEMNIFIED PARTIES" means KIWANIS, Kiwanis International, and each of their respective directors, officers, members, employees, volunteers, agents, and representatives.

1.5 "FOOD VENDOR" means any VENDOR that prepares, handles, stores, transports, serves, samples, sells, or distributes food or beverages at the Event, whether or not for consideration.

1.6 "NON-FOOD VENDOR" means any VENDOR that is not a Food Vendor, including without limitation vendors selling merchandise and nonprofit, civic, governmental, educational, political, informational, and promotional exhibitors, whether or not any fee is charged and whether or not any item is sold.

2. General Indemnification — All Vendors

To the fullest extent permitted by law, VENDOR agrees to defend, pay on behalf of, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorney fees and costs of defense, and any orders, judgments, or decrees which may be entered, which arise or are alleged to have arisen, in whole or in part, out of the acts or omissions of VENDOR or out of VENDOR's participation in the Event, including without limitation:

(a) any personal injury, illness, death, or damage to or loss of property sustained by any person at or in connection with VENDOR's booth, tent, trailer, vehicle, display, or assigned space;

(b) any claim by or on behalf of any worker, employee, independent contractor, agent, or volunteer of VENDOR, including any claim for workers' compensation benefits, unpaid wages, or injury or illness arising from work performed for VENDOR, and including any claim that an Indemnified Party is or was the employer, joint employer, or statutory employer of such person;

(c) any act, omission, or negligence of VENDOR in the design, construction, erection, anchoring, weighting, staking, operation, maintenance, or dismantling of VENDOR's booth, tent, canopy, awning, trailer, signage, tables, cooking apparatus, generators, propane or other fuel systems, lighting, or electrical connections;

(d) any fire, explosion, fuel or grease release, electrical fault, or similar incident originating from VENDOR's assigned space or equipment;

(e) VENDOR's use, sale, distribution, or display of any goods, materials, literature, merchandise, signage, or promotional items;

(f) any infringement of copyright, trademark, patent, or other intellectual property right by VENDOR, including any unauthorized use of Will Shuster's Zozobra™ or any Kiwanis International mark; and

(g) VENDOR's violation of any applicable federal, state, or local law, ordinance, permit condition, health order, or regulation, or of any requirement set forth in the Vendor Application and Agreement for the Event.

3. Additional Indemnification — Food and Beverage Vendors

Each Food Vendor further declares and agrees:

3.1 that all food and beverage items brought onto the Event Premises for sale, sampling, or distribution to attendees are suitable for human consumption;

3.2 that all persons associated with and utilized by Food Vendor for food and beverage preparation, handling, and sale at the Event are free from any contagious bacteria, virus, or disease that may be transmitted to attendees;

3.3 that Food Vendor maintains written records of any contagious bacteria, virus, or disease affecting such persons and of any treatment of the same, and confirms that such persons are clear of contagious pathogens;

3.4 that Food Vendor is solely responsible for all precautions, safety measures, and protections relating to contagious pathogens for customers purchasing food or beverage from Food Vendor, and assumes all risks associated with the same; and

3.5 that Food Vendor shall defend, indemnify, and hold harmless the Indemnified Parties from and against any claim of food-borne illness, allergic reaction, contamination, cross-contamination, undisclosed allergen, improper temperature control, or transmission of any contagious pathogen attributed to Food Vendor's activities by a claimant, by contact tracing, or by any other means.

4. Additional Provisions — Nonprofit and Informational Vendors

4.1 This Agreement applies in full to every Non-Food Vendor, including nonprofit, civic, governmental, educational, political, informational, and promotional exhibitors. Nonprofit or tax-exempt status, the absence of any sale, and the absence of any booth fee do not limit or excuse any obligation under this Agreement.

4.2 Each Non-Food Vendor is solely responsible for the content, accuracy, and legality of all literature, signage, displays, petitions, surveys, giveaways, and other materials it distributes or displays, and for the conduct of all persons staffing its space.

4.3 Neither this Agreement nor the assignment of booth space constitutes an endorsement, sponsorship, partnership, joint venture, or agency relationship between any Indemnified Party and VENDOR, or approval of VENDOR's mission, message, or materials. VENDOR shall not represent otherwise.

5. Vendor Personnel and Workers’ Compensation

5.1 All persons working for VENDOR at the Event, whether temporary or permanent and however classified by VENDOR, are employed or engaged directly by VENDOR and not by any Indemnified Party. No Indemnified Party exercises or reserves any right of control over the means, methods, hours, duties, or performance of VENDOR's workers.

5.2 VENDOR is responsible for familiarizing itself with the New Mexico Workers’ Compensation Act and for determining and satisfying its own obligations under that Act. Information for employers is available from the New Mexico Workers’ Compensation Administration at workerscomp.nm.gov or by calling the Employer Compliance Bureau at (505) 841-6851. KIWANIS does not advise VENDOR regarding VENDOR's obligations under that Act and does not undertake to determine or verify VENDOR's compliance with it.

6. Insurance

6.1 VENDOR shall obtain and maintain, in force for the duration of the Event, commercial general liability insurance meeting the requirements set forth in the Vendor Application, and shall furnish a certificate of insurance naming the Kiwanis Club of Santa Fe, New Mexico as an additional insured, as described in the Vendor Application.

6.2 VENDOR's obligations under this Agreement are not limited by the amount or availability of any insurance carried by VENDOR, and no insurance carried by any Indemnified Party is available to VENDOR.

7. Scope of Obligation

VENDOR's obligations under this Agreement include claims, damages, injuries, or expenses which are alleged to arise in part from an Indemnified Party's shared or contributory negligence, but do not extend to claims arising solely from an Indemnified Party's own negligence.

8. No Liability for Lost Revenue

The Event is held rain or shine. No Indemnified Party is responsible for unused product, spoilage, lost revenue, or lost opportunity under any circumstances, including weather, cancellation, curtailment, delay, or any other cause beyond the control of KIWANIS.

9. Independent Legal Review

VENDOR has been advised to have its own independent legal counsel review this binding legal document before signing. This Agreement is a risk transfer mechanism by which one party transfers risk to another. Under this Agreement, VENDOR agrees to indemnify the Indemnified Parties for the matters set forth above.

10. Complete Agreement

This Agreement, together with the Vendor Application and Agreement for the Event, constitutes the complete agreement between the parties as to its subject matter. This Agreement supersedes and voids any prior indemnification agreement signed by VENDOR relating to the Event. Any prior dealings, negotiations, or agreements to the contrary are void. This Agreement may be amended only by a writing signed by both parties.

11. Invalid Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain binding and enforceable.

12. Assignment

This Agreement is binding upon VENDOR and its heirs, executors, successors, and assigns.

13. Time Is of the Essence

The times and dates specified in this Agreement and in the Vendor Application are vital, and compliance with them is mandatory. Any delay, reasonable or not, slight or not, is grounds for breach of this Agreement.

14. Governing Law and Venue

This Agreement is construed and enforced in accordance with the laws of the State of New Mexico, and any action to enforce it shall be brought in the First Judicial District Court of the State of New Mexico. In the event any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring KIWANIS by virtue of authorship of this Agreement, and its terms shall be given their meaning under law.

15. Survival

Sections 2 through 9 survive the termination or expiration of this Agreement and the conclusion of the Event.

16. Certification and Signature

VENDOR certifies that it has read and understands this Agreement, signs it with no reservation and of its own free will, and has been given the opportunity to have its own legal counsel review it. VENDOR's legal name, DBA, vendor type, printed name, position, and signature are given in this application, and the date of signature is the date this application is submitted.