State fair entertainment

Exhibitor-VENDOR TERMS & conditions 2022 Santa Anita park

Event Details: State Fair Entertainment California at Santa Anita Park Referred to in this document as “SFEC”

Event Dates: July 21-August 20 (Thursdays – Sundays)

Name and Address: State Fair Entertainment California 1299 Ocean Ave. Suite 333, Santa Monica CA 90401

In the event of any discrepancy between the terms and provisions of this Agreement and any other contract, bill, lease, receipt, amendment, rider, invoice, etc. the terms and conditions set forth in this Agreement shall prevail. In the event there is no signed agreement between State Fair Entertainment California and any onsite vendor the terms and conditions in this Agreement shall apply.

These “Terms & Conditions” (“Agreement”) is between “SFEC” a limited liability company with offices at 1299 Ocean Ave suite 333, Santa Monica, and Vendor Company (collectively, the “Parties”), and is effective on the date executed by the Parties.

WHEREAS, SFEC and is responsible for hiring and managing all Exhibiting & Merchant Vendors who operate and exhibit to the general public. Said above Vendor Company shall staff and manage their space and operations (“Services”) at the event, on the terms and conditions set forth herein.

1. Vendor Obligations.

A. Reserve and pay for booth space and add-on extras (e.g. additional tables, chairs, power).
B. Please complete vendor profile and company information in the expofp portal.
C. You must be able to accept credit card payments as your primary form of payment.
D. Operate your location in a friendly and professional manner selling/exhibiting only materials,

accessories, services and souvenirs that are approved and legal in the state of California. E. Provide an appropriate amount of staff to man your booth.
F. Provide any signage or materials needed to sign and outfit your booth.

2. SFEC Obligations:

A. ProvidetheappropriatetentoractivationVendor/ExhibitorspaceappliedforandapprovedbySFEC.

  1. Provide ordered electric runs: additional electric can be ordered and paid for as an add-on option

    We will provide a tent/booth space with lighting, (1) 8’ table, and 2 chairs and a standard 110 outlet per 10×10 tents/booth space. All tents will come with 4 sidewalls that can be completely closed. All booth space will be contained within pipe & drape.

  2. Up to 4 staff credentials and 1 general car parking pass per day per vendor/exhibitor. Additional credentials and parking passes will be alloted at the sole discretion of SFEC.

3. Consideration

Vendor shall pay all booth space, mandatory insurance rider fee and any add-on extras upon receipt of invoice from SFEC. All invoices are due upon receipt and all monies paid are nonrefundable.

4. Mutual Warranties & Representations

The parties respectively warrant, represent and agree that: (a) they each have the full right, power, legal capacity
and authority to enter into this agreement, to carry out the terms hereof and to grant to each other the rights and privileges herein granted to them; (b) there are no agreements, nor shall either party enter into any agreements, which would prevent, hinder or restrict the fulfillment of this agreement by such party; and (c) they will comply with all applicable laws, regulations and ordinances pertaining to their conduct hereunder.

5. Term & Termination

This term of this Agreement shall be from the date executed by both parties until the completion of the event, including, without limitation, indemnification and payment, which will continue beyond the expiration of the term. SFEC may terminate this agreement immediately due to Vendor failure to pay amounts owed in a timely manner. Or
if Ron Severance at his sole discretion believes that the company and or any of its representatives are behaving in
any way detrimental to that of SFEC. Either party (“Non-Breaching Party”) has the right to terminate this agreement
if the other (“Breaching Party”) party breaches this agreement or, in SFEC sole discretion, does anything that the Non-Breaching party deems to be harmful to the overall success of the event or the services, provided that prior to termination the Non-Breaching Party shall provide the Breaching Party with written notice of the alleged breach and a reasonable opportunity to cure such act or omission to the Non-Breaching Party’s satisfaction. The Parties shall work together in good faith to try and resolve any disputes before issuing a written notice of an alleged breach. Any sales received during normal operation hours will be bound by the contracted terms minus and penalties and or accrued cost.

6. Indemnification

Company agrees to indemnify, defend and hold harmless SFEC and its affiliated companies, subsidiaries, owners, managers, members, directors, officers, shareholders, past and present employees, agents, representatives, successors and assigns (collectively, the “State Fair Entertainment California” Indemnitees”) from and against any and all liability, losses, damages, judgments, liens, expenses and costs (including reasonable attorney’s fees and court costs) sustained or incurred by a Severance Consulting LLC Indemnitee as a result of or in respect of any claims, demands, suits, actions or proceedings made or brought by a third party (“Third Party Claims”) against a Severance Consulting LLC Indemnitee arising out of or based on the willful misconduct or negligent acts or omissions of Company in the performance
of its obligations under this Agreement. Severance Consulting LLC agrees to indemnify, defend and hold harmless company, its officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Company Indemnitees”) from and against any and all liability, losses, damages, judgments, liens, expenses and costs (including reasonable attorney’s fees and court costs) sustained or incurred by a Promoter Indemnitee as a result of or in respect of any Third Party Claims against a Company Indemnitee arising out of or based on the willful misconduct or negligent acts or omissions of Severance Consulting LLC in the performance of its obligations under this Agreement.

7. Insurance

At its own expense, Company shall maintain the following insurance policies and shall name the parties below as additional insureds: (a) Workers’ Compensation insurance in such amounts as may be required by law or regulation; SFEC will charge Vendor $89 insurance rider fee to add Vendor to SFEC insurance policy for (b) Commercial General Liability insurance with limits of not less than $2,000,000 per occurrence and $2,000,000 general aggregate limit;

and (c) Automobile liability insurance with a limit of not less than $1,000,000 combined and covering all owned (if applicable), non-owned and hired vehicles. Every policy of insurance herein shall name the following parties as an additional insured and provide for a waiver of all rights of recovery by way of subrogation against the other party: Wonderbus, Elevation Group, Severance Consulting LLC, and their respective affiliated companies, subsidiaries, owners, managers, members, directors, officers, shareholders, past and present employees, agents, representatives, successors and assigns.

8. Intellectual Property

The parties agree that nothing in this agreement is intended to convey any ownership or other rights in each party’s trademarks, service marks, copyrights, logos, images and other intellectual property rights thereto (“IP Rights”).
The ownership of all IP Rights shall remain the property of each party and neither party will use the other party’s intellectual property under any circumstances without the prior written consent of the owner of such IP Rights, which may be withheld in the owner’s sole and absolute discretion. All rights not expressly granted are expressly reserved.

9. Force Majeure

If either party is unable to carry out its material obligations under this agreement due to a Force Majeure Event (as defined below), it will not be deemed a breach of this agreement. “Force Majeure Event” shall mean the occurrence of an event outside the reasonable control of either party such as artist illness; accident; an act or regulation of public authority; fire; riot or civil commotion; labor dispute; terrorist acts or threats; acts or declarations of war; disease; epidemic; substantial interruption in, or substantial delay or failure of, technical facilities; failure or substantial and extraordinary delay of necessary transportation services; war conditions; emergencies; inclement weather or acts of God.

10. Independent Contractor

The parties are acting as independent contractors. Nothing contained in this agreement shall be deemed or construed as creating any partnership, joint venture, employment relationship, agency or other relationship between the parties. Neither party shall have the right, power or authority to waive any right, grant any release, make any contract or other agreement, or assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind the other party in any manner for anything whatsoever or otherwise to act in the name of the other party.

11. Miscellaneous Provisions

(a) This agreement supersedes all prior negotiations, understandings and agreements between the parties with respect to the subject matter of this agreement and may not be cancelled, modified, amended or waived, in whole or in part, except in writing signed by the party to be bound thereby; (b) This agreement cannot be assigned, in whole
or in part, other than to a person or entity affiliated with such party, without the prior written consent of the other party; (c) If a reasonable basis exists for believing that any provision of this agreement violates any law or regulation, the parties shall promptly modify this agreement to the extent necessary to comply with such law; provided, however, that if such modification would cause this agreement to fail in its essential purpose, it shall be deemed terminated by mutual agreement of the parties; (d) If any part of this agreement is held unenforceable, the rest of this agreement will continue in full force and effect; (e) This agreement, its construction and effect, shall be governed by the laws of the State of California. Any action or proceeding arising out of or related to this agreement shall only be brought in state or federal courts located in Los Angeles, California; (f ) The agreement may be executed in one or more counterparts, including by e-mail or fax, each of which shall be deemed an original and together shall constitute one and the same instrument; (g) All notices to the parties shall be in writing and either: (i) hand delivered; (ii) mailed by certified or registered mail, return receipt requested, or (iii) dispatched by expedited delivery service to the addresses set forth above.

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