This Vendor Agreement hereinafter referred to as the ("Agreement"), dated _______________ ___, 20____ (the “Effective Date”) for Arena Horse Shows of Ocala, L.L.C., dba World Equestrian Center - Ocala (hereinafter collectively “AHSO”), whose address is 600 Gillam Road, Wilmington, OH 45177 and ________________________, (“Vendor”) whose address ___________________________.  The Agreement will be binding, upon the parties  as of the Effective Date and upon the following terms and conditions:

Section 1.    TERM OF AGREEMENT - The Agreement shall commence on ___________ (the “Commencement Date”) and shall terminate on _____________________ (the “Term”) and shall not renew unless a signed Amendment is executed by the parties extending the Term.  

Section 2.    Permitted Services – The services the Vendor shall be permitted to offer are limited those specific services defined in the Vendor Application as approved by the Vendor Relations Manager. A copy of the Vendor Application is attached hereto and incorporated herein as Exhibit “A” (the “Permitted Services”). 

Section 3.    PAYMENT - The total anticipated is $___________ A deposit of $200.00 is required with the Vendor Application. Applications submitted without deposit payments will not be considered Upon acceptance of the application, your deposit will be applied toward your total vendor fee and is nonrefundable. Once the Vendor Application is accepted and this Agreement is signed, another payment of 25% of the total anticipated charges will be required within fifteen (15) days and applied toward your total vendor fees. A final payment of the balance of 100% of the anticipated charges, plus the applicable sales tax will be required thirty (30) days prior to the start of the first show you will be attending. The balance due must be paid in full at least (72) hours prior to the date of your arrival. In the event the show in which a vendor is participating in occurs less than thirty (30) days from the date of the signed Vendor Agreement, 100% of the anticipated fees and applicable sales tax will be due upon acceptance and signature of this Agreement. Access will be denied if you fail to pay the balance at least twenty-four (72) hours prior to arrival, by either credit card or through ACH payment. A payment matrix for all show circuits is attached hereto and incorporated herein as Exhibit “B”.

Section 4.     PERMITS - Vendor must obtain all required permits and provide AHSO with their current Florida Sales Tax Number.

Section 5.    CERTIFICATE OF INSURANCE - During this Agreement, Vendor shall maintain Workers Compensation Insurance (“WC”) at the statutory limits and General Liability Insurance (“GL”) policy, including contractual, independent contractors, employees and products of a combined single limit coverage in an amount of not less than $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage liability per project by an insurance company qualified to do business in the State of Florida, indemnifying AHSO,  Equestrian Operations, L.L.C. (“EO”) and Columbus Hospitality, LLC (“CH”) against the claims of all persons for loss of life, personal injuries or property damage, or both, arising out of or in any way related to Vendor's activities with. AHSO, EO, CH, and their officers, directors and employees shall be named as additional named insured under the GL & AL policies, and Vendor shall deliver a certificate of insurance (“COI”), yearly, evidencing the same.  The COI should also confirm Automotive Liability (“AL”) and Employer Liability (“EL”) coverage of not less than $1,000,000.00 and further confirm that WC, GL, AL and EL policies include a waiver of subrogation. Such certificate shall provide that the coverage cannot be canceled, modified or renewal refused without at least sixty (60) days' written notice to AHSO. Vendor shall be responsible for maintaining any insurance coverage on Vendor’s personal property which Vendor deems necessary.  A portion of sample COI is attached hereto and incorporated herein as Exhibit C.

Section 6.    VENDOR BOOTH SELECTION AND APPLICATION: Once approved, a Vendor and their location will be determined by AHSO in its sole and absolute discretion, based upon the date of application submission, length of commitment and size of space (the “Booth”).  Priority will be given to vendors that stay the entire circuit. Vendors may be limited due to prior Agreements and to assure variety in merchandise available to ASHO exhibitors. All vendors attending with a trailer must submit current photos of their trailers for visual approval by AHSO AHSO reserves the right to reject any vendor application for any reason or no reason or withdraw acceptance. Receipt of application and fees is not an automatic guarantee of acceptance. Deposit of an applicant’s check does not guarantee acceptance as a vendor. Vendor will be notified in writing via email once your application has been reviewed.

Section 7.    ARRIVAL & SETUP - Vendor booth set up will be held the day prior to the first day of the show (times will be determined at a later date) and must be vacated the day following the last day of competition unless a proper Amendment has been executed by the parties extending the Term of this Agreement (the “Extended Term”).  Upon execution of the Amendment on the Extended Term, Vendor shall pay the balance due on the Extended Term.  It is strongly encouraged that booths be open for business during show hours.  

Section 8.    SHIPPING & DELIVERIES -All shipments are the responsibility of the recipient.  Vendor shall not hold, AHSO, EO or CH liable for any losses or damage. Vendor shall coordinate with ASHO representatives to arrange for all deliveries.

Section 9.    INDEMNIFICATION - To the fullest extent permitted by law, the Vendor shall indemnify, hold harmless and defend AHSO, EO and CH, its officers, directors, employees, agents and volunteers from and against any and all claims, demands or causes of action brought against any or all of them for any actual or alleged injury to any person or persons, including death, or damage to or destruction of property arising out of or related to this Agreement and any act or omission on the part of Vendor, its employees, agents or subcontractors and/or arising from any work or services performed for or on behalf of the   AHSO by Vendor.

Section 10.  SIGNAGE – Vendor is prohibited from placing signs on any walls on the Booth. Vendor will be charged for any damage to paint or walls from not adhering to this condition 

Section 11.  SECURITY –  AHSO will have on-site security, but cannot be held liable for any lost, damaged or stolen items whatsoever for any merchandise shipped to or placed in their Booth or the exhibition area. Insurance, if desired by the Vendor, must be obtained by them at their sole expense. By the acceptance of this Agreement, the Vendor expressly releases AHSO, EO and CH from any and all liability for any damage, injury or loss to any persons or goods arising out of or in any way related to Permitted Services by Vendor and agrees to hold and save AHSO harmless of any loss or damage by reason thereof.

Section 12.  TERMINATION - Either party may terminate this Agreement by giving at least (60) days’ written notice to the other party of its intent to terminate this Agreement and Vendor shall receive a refund of any funds paid. In the event the Vendor terminates this Agreement by giving less than (60) days notice, Vendor forfeits any and all funds paid.   Notice of termination may be made by either party with or without cause. However, if the Vendor applies to a non-series or non-circuit show, the notice period may be reduced at the discretion of AHSO, with any refunded amount determined on a pro-rated basis depending on the shortened notice period.

Section 13.  DAMAGE - Vendors are prohibited from fixing anything to walls that could cause damage, including nails and other fixtures. ASHO reserves the right to assess and charge vendors for any repairs or restoration costs incurred as a result of damage to their designated area, beyond normal wear and tear, discovered after the vendor has vacated the premises. The determination of such damage and associated costs will be at the sole discretion of ASHO, and payment will be required within 30 days of invoicing.

Section 14.  NOTICE - Any notice given in connection with this Agreement shall be given in writing and shall be deemed given, delivered, furnished and received when given in writing and personally delivered to and received by an officer or designated employee of the applicable Party, by electronic mail with a delivery receipt, or seventy-two (72) hours after the same is deposited in the United States mail, postage prepaid, registered or certified first class mail, return receipt requested addressed as set forth below, or to such other address as either of the Parties shall advise the other in writing or sent by confirmed facsimile transmission:.

If to Vendor:

Phone:                                      

Fax:                                          

Email:                                                

If to AHS:

World Equestrian Center

Attn: Vendor Relations Manager

1390 NW 80^th Avenue

Ocala, Florida 34482

Email: flvendors@wec.net

World Equestrian Center

Attn. Legal Department

600 Gillam Road

Wilmington, Ohio 45177

Phone: (937) 382-1494

Fax:    (937) 383-2336

Email: llegaldepartment@rlrllc.com 

With copy to:

Donald R. DeLuca, VP & General Counsel

7340 N. U.S. Highway 27

Ocala, FL 34482

Phone: (239) 275-2300

Fax: (352) 351-2998

Via email: ddeluca@rlrllc.com with a copy to janna.ward@rlrllc.com 

Section 15   MISCELLANEOUS

A.  NON-WAIVER. No failure or delay of any Party in the exercise of any right given to such Party hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The waiver by a Party of any default of any other Party hereunder shall not be deemed to be a waiver of any such subsequent default or other default of any Party.

B.  NON-ASSIGNMENT. Vendor may not assign this Agreement or any rights granted to either party under this Agreement to another individual or entity, in whole or in part, whether voluntarily, by operation of law or otherwise unless Vendor obtains prior written consent from AHSO, which consent may be withheld in AHSO’s sole and absolute discretion.

C.  NON-SOLICITATION. Vendor may not solicit any member, referral, or allow him or herself to be put in an opportunistic situation in which AHSO could lose any guest or potential business. No favors may be exchanged between Vendor and AHSO’s clientele, for gain or personal profit. In the event of a breach of this condition by Vendor, AHSO is entitled to any and all loss or damages. Vendor acknowledges the consequences of legal prosecution and will be responsible for any legal costs that may be incurred as a result of Vendor’s breach of this Agreement.

D. CONFLICTS OF INTEREST. Vendor certifies that he or she is not a party to any agreements that in any way conflict with the provisions herein.

H.  CAPTIONS. Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.

I.   COMPLIANCE WITH LAW. Vendor agrees to comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or otherwise promulgated by any agencies or bodies having or claiming jurisdiction) applicable to the performance of their obligations to AHSO.

J.  ATTORNEYS FEES AND COSTS, VENUE. In connection with any litigation including appellate proceedings arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. The Parties agree that any legal action brought on this Agreement must be brought in the appropriate forum in Marion County, Florida.

K. CHOICE OF LAW. This Agreement and all documents executed pursuant to it shall be interpreted, construed, applied, and enforced in accordance with and governed by the laws of the State of Florida, regardless of where executed, delivered, performed or breached, where any suit or preceding involving this Agreement is instituted or pending, or whether the laws of the State of Florida otherwise would have applied the laws of another jurisdiction.

L.  SEVERABILITY. If any part of this Agreement is held to be unenforceable, the remainder of the Agreement shall remain in full force and effect.

M. ENTIRE AGREEMENT. This is the entire Agreement between the parties and cannot be changed or modified orally. This Agreement may be supplemented, amended or revised only by a writing that is signed by each of the parties.

WHEREFORE, the Parties have caused their respective authorized representatives to execute this Agreement on their behalf, all as of the date set forth below the respective signatures.

EXHIBIT A

PERMITTED SERVICES

EXHIBIT B

PAYMENT DATES

SECTION 1.  PAYMENT MATRIX FOR 2024-2025

*Unless renting under a Full Series Agreement

EXHIBIT C

SAMPLE COI

Thank you for your interest in becoming a vendor at the World Equestrian Center (herein after referred to as WEC).  Please find the rules and regulations for listed below. 

• Term of Agreement.  This Agreement shall commence on ___________________and shall terminate on ___________________and shall not renew unless by new agreement.

Rules and Regulations

• PERMITS: Vendors must obtain all required permits and provide WEC with their current Ohio Sales Tax Number.
• CERTIFICATE OF INSURANCE: Vendors must submit with payment a certificate of insurance with World Equestrian Center and Columbus Hospitality, LLC each listed as a certificate holder, showing proof of the following minimum limits of insurance, or as required by law, whichever is greater:

General Liability, including contractual, independent contractors, products/completed operations and Workers Compensation:

• Each Occurrence                       $1,000,000
• General Aggregate                    $2,000,000
• Business Auto                            $1,000,000 (if vehicles used by VENDOR)
• Workers’ Compensation            Statutory

World Equestrian Center and Columbus Hospitality LLC shall be listed as an “Additional Insured” in the description section of the certificate for all coverage for General Liability or as noted: “World Equestrian Center and Columbus Hospitality LLC are included as additional insured for services provided by the named insured.” Certificates of Insurance shall contain a provision for at least sixty (60) days’ notice to the certificate holder of cancellation or non-renewal of the insurance indicated in the certificate. Certificates must be originals signed by an authorized representative of insurance company

• FIRE REGULATIONS:  The Concessionaire agrees to abide by all fire regulations and decisions of the local fire department representative.
• VENDOR BOOTH SELECTION AND APPLICATION: Approved vendors will be based on date of application submission, length of commitment and size of space. Priority will be given to vendors that stay the entire circuit (January through March). Vendors may be limited due to prior agreements and to assure variety in merchandise available to WEC exhibitors. WEC reserves the right to reject any Vendor application for any reason or withdraw acceptance. Receipt of application and fees is not an automatic guarantee of acceptance. Deposit of an applicant’s check does not guarantee acceptance as a Vendor. You will be notified in writing via email once your application has been reviewed.
• PAYMENT: A deposit of $200.00 is required with your application. Applications submitted without deposit payments will not be considered. Upon acceptance of the agreement, your deposit will be applied toward your total vendor fees and is nonrefundable. Applications must be filled out completely and signed, including the Rules and Regulations document. Rental items will be invoiced 30 days prior to the start of the first show you will be attending. Balance due must be paid in full upon your arrival.
• ARRIVAL & SETUP: Vendor Booth set up will be held the day prior to the first day of the show (times will be determined at a later date) and must be vacated the day following the last day of competition unless prior arrangements have been made.  It is strongly encouraged that booths will be open for business during show hours. All rentals are for the entire duration of the show.
• SHIPPING & DELIVERIES: All shipments are the responsibility of the recipient who cannot hold WEC liable for any losses or damage. Any costs for shipments are the responsibility of the vendor.

World Equestrian Center – Ocala

Call 561.252.4510 to arrange deliveries.

World Equestrian Center – Wilmington

Please ship vendor packages to:

Attention Kasey Mahaffey

3992 State Route 730

Wilmington, Ohio 45177

Please contact Kasey Mahaffey for any questions related to deliveries at 937.382.0985 x1201 or Kasey.mahaffey@wec.net.

• SECURITY: There will be on-site security at the venue.  WEC cannot be held liable for any lost, damaged or stolen items. Insurance, if desired by the Vendor, must be obtained by them at their own expense. WEC assumes no risk: by the acceptance of this agreement, the Vendor expressly releases WEC of and from any and all liability for any damage, injury or loss to any persons or goods which may arise from and/or in connection with the rental and occupation of said space by vendor and agree to hold and save the WEC harmless of any loss or damage by reason thereof. WEC assumes no responsibility, whatsoever for any property shipped to or placed in the exhibition area.
• SIGNAGE: Vendors are prohibited from placing signs on any walls throughout the building. Vendors will be billed for any damage to paint or walls from not adhering to this rule.

• TERMINATION. Either party may terminate this Agreement by giving 30 days’ written notice to the other of its intent to terminate this Agreement. Such termination may be made with or without cause.
• NON-WAIVER. The failure of either party to this Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach of this Agreement and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
• NON-ASSIGNMENT. Vendor may not assign this Agreement or any rights granted to either party under this Agreement to another individual or entity, in whole or in part, whether voluntarily, by operation of law or otherwise. Any such attempted assignment or transfer shall be null and void. Vendor may assign this Agreement with prior written consent from WEC.
• NON-SOLICITATION. Vendor may not solicit any member, referral, or allow him or herself to be put in an opportunistic situation in which WEC could lose any guest or potential business. No favors may be exchanged between Vendor and WEC’s clientele, for gain or personal profit. In the event of a breach of this policy by Vendor, WEC is entitled to any and all factual financial loss or projected financial loss or damages. Vendor acknowledges the consequences of legal prosecution and will be responsible for any legal costs that may be incurred as a result of Vendor’s breach of this Agreement.
• CONFLICTS OF INTEREST. Vendor certifies that he or she is not a party to any agreements that in any way conflict with the provisions herein.
• NOTICES. Any notice given in connection with this Agreement shall be given in writing and delivered either by hand to the party or by certified mail, return receipt requested, or by fax to the party at that party’s address stated at the top of this Agreement. Any party may change its notice address by giving notice of the change in accordance with this section.
• CHOICE OF LAW. Any dispute under this Agreement or related to this Agreement shall be decided in accordance with the laws of the state of Florida.
• ENTIRE AGREEMENT. This is the entire Agreement between the parties and cannot be changed or modified orally. This Agreement may be supplemented, amended or revised only by a writing that is signed by each of the parties.
• SEVERABILITY. If any part of this Agreement is held to be unenforceable, the rest of this Agreement shall nevertheless remain in full force and effect.
• WEC has made every effort to have the best interest of all vendors.  If there are questions not addressed or outlined in the documents presented, WEC reserves the right to amend the rules and regulations.

To the fullest extent permitted by law, the Vendor shall indemnify, hold harmless and defend World Equestrian Center and Columbus Hospitality LLC, its officers, directors, employees, agents and volunteers from and against any and all claims, demands or causes of action brought against any or all of them for any actual or alleged injury to any person or persons, including death, or damage to or destruction of property arising out of or related to this contract and any act or omission on the part of Vendor, its employees, agents or subcontractors and/or arising from any work or services performed for or on behalf of the World Equestrian Center by Vendor.