Vendor Rules and Regulations

Updated: 09/07/2011

  1. INCORPORATION INTO AGREEMENT: These rules and regulations, as amended from time to time, (“Rules and Regulations”) are incorporated by reference and made a part of the Exhibit Space License Agreement (hereinafter “Agreement”) by and between the St. Lucie County Fair Association, Inc. (“Fair”) and the Exhibitor named in the agreement. Upon execution of the Agreement, Exhibitor agrees to abide by all Rules and Regulations as stated hereinafter and, as may be amended from time to time. It is the responsibility of the Exhibitor to be apprised of all Rules and Regulations and to educated all employees, agents, servants, etc of them as well.
  2. STATUS OF NAME, ADDRESS, ETC: The Exhibitor represents and warrants that the legal name as contained in the Agreement as well as the address, telephone number and authorized agent is accurate and correct in all respects and makes this warranty as of the date of the Agreement and continuing through its term and duration. Exhibitor further represents and warrants that the Authorized Exhibitor, if the Exhibitor is a corporation, it warrants and represents that is authorized to do business in the State of Florida. Any change in the Exhibitor legal name, fictitious name, address, telephone number or Authorized Agent, shall be forwarded to the Fair, in writing, no more than three (3) days after the change.
  3. DELIVERIES AND SHIPMENTS: Notwithstanding anything contained herein to the contrary, the Exhibitor, at all times, assumes the risk of loss for all shipments delivered to the Fair and the Fair assumes no responsibility for the acceptance, receipt and safe storage of said shipments. The Exhibitor expressly waives any and all liability and responsibility for loss or damage caused to any shipment against the Fair regardless of the care or lack of care exercised by the Fair or its officers, agents or employees in handling the shipment. No bailment is created by shipment and delivery of any goods to the Fair. The Fair reserves the right to impose a handling and storage charge for any large, unusual or any other delivery which requires, in Fair’s sole opinion, extraordinary time and effort. All deliveries must be plainly marked with the name of the Exhibitor, the number of the building or tent and the number or letter of the space assigned to the exhibitor and addressed to the shipping address as indicated at the top of the Agreement.
  4. DELIVERY HOURS: All deliveries must be made prior to the opening of any day of the Fair. After opening, all deliveries must be made at office via Peacock Road. Items delivered after opening must be hand delivered to Exhibitor. It is the sole responsibility of the Exhibitor to make certain, after commencement of the Fair, that they have someone available to accept any and all deliveries. The Fair is not responsible for any parcels left on the Fairgrounds and is not responsible for notifying the Exhibitor of its arrival. When delivering a package or other item to an exhibit building or tent, access to said exhibit building, or tent should be obtained through the rear of the exhibit building or tent for purposes of loading/unloading. No other access is permitted.
  5. EXHIBITOR PARKING: No exhibitor parking will be issued. Parking is free to all vendors and a tram service is available. If you need an escort to your car, please contact the fair office or security personnel. Special parking passes will be made available to Fair vendors
  6. EXHIBIT DELIVERY STICKERS: Permits for Exhibitor delivery vehicles shall be issued for those Exhibitor vehicles that are entering the Fairgrounds only for the purposes of loading/unloading. Each vehicle shall be permitted to remain on the Fairgrounds for forty five (45) minutes only. The vehicle and all passengers in the vehicle must then exit the Fairgrounds. Each person in the vehicle must have an admission ticket in order to remain on the Fairgrounds. After opening day of the Fair, all deliveries shall be made as indicated in above paragraph 4, and must be hand carted to the Exhibitor.
  7. GOLF CARTS: Golf carts are permitted on the Fairgrounds by Exhibitor but the Fair reserves the exclusive right to limit the number or time of operation of the golf carts.
  8. ELECTRICAL CONNECTIONS: Inside vendors will be furnished two (2) 110v 20amp electrical outlets for each exhibit space used at the rate shown on the cover page of the Agreement. Hook-up for outside vendors begins on Wednesday afternoon and ends on Thursday evening. Early hook-ups may be scheduled based on availability and scheduling. You must schedule your request by Monday before the Fair starts, in writing or via e-mail ([email protected]) See worksheet for charges. Placement time for booths is at the discretion of the fair management. All hook-ups and disconnects will be completed by Fair electricians. Please do not interrupt him/her while working with other vendors. Disconnecting of the electrical supply at your booth will begin Sunday from closing until 11:30pm only. And will resume again on Monday morning until completion.
  9. EXHIBIT SPACE: Exhibitor agrees that the Exhibit Space License Agreement is revocable, limited and non-exclusive. The parties hereto agree that Exhibitor’s rights hereunder shall not be construed as a lease, easement, or other interest in the property of the Fair. The Exhibit Space shall be allotted on a first come, first serve basis each year. The Fair reserves the right, in its sole discretion, to move, reposition, or exclude any exhibit or Exhibitor as it deems necessary during the term of the Agreement. The Fair provides no tables or chairs.
  10. CHARACTER OF EXHIBIT: The Fair reserves the right to decline or prohibit any exhibitor, part or element thereof, which in its sole opinion is not suitable for adults and children of all ages. This reservation concerns persons, things, conduct, printed material, electronic displays, souvenirs, catalogs, merchandise, music, signage and all other such things. The Exhibitor only has the right to distribute catalogs, souvenirs, and other matter approved by the Fair, in writing, from the space occupied by them, but not in other places. Any items construed, in the sole and arbitrary opinion of the Fair, as a weapon (Chinese stars, knives) or a nuisance (laser pointers, pepper spray, stink bombs) are prohibited.
  11. CONCESSON SIGNS: Exhibitors selling food, drinks or merchandise must have price signs posted in prominent locations when the Fair opens and they must remain on display throughout the duration listing all prices in letters and numbers no less than 2” high. The Fair shall first approve all items of food, drinks and merchandise, and the pricing thereof, in writing no less than thirty (30) days prior to the start of the annual St Lucie County Fair. No hand written signs are allowed.
  12. BACKGROUNDS, DIVIDER REQUIREMENTS: Backgrounds no higher than eight (8) feet in height are permitted, except for center exhibits. Side dividers are limited to eight (8) feet in height, four (4) feet from background, then limited to three (3) feet in height to aisle. All backgrounds and side dividers must be so designed that any part exposed to view, inside, outside, or from rear, must have a finished appearance. All materials must be fireproof.
  13. EXHIBIT DISPLAYS AND DECORATIONS: All Exhibitors may equip their exhibits with display material and equipment, furniture lamps, potted plants, flowers and special set pieces, provided, they are not over eight (8) feet high in the area, four (4) feet from background and in keeping with the general decorative scheme. Exhibitor further agrees that all portions of sidewalks, entries, floors, passages, halls, corridors, stairways and ways of access to public facilities shall be kept unobstructed and safe by Exhibitor and shall not be for any purpose other than ingress or egress and all electrical panels and doors as well as all safety/emergency exits shall not be obstructed in any way. Exhibitor also shall not use, store or permit to be used or stored in any part of the Fairgrounds covered by this Agreement and substance or thing prohibited by law, ordinance or standard policies of fire insurance companies operating for insuring in the State of Florida. No explosives and/or flammable substances including, but not limited to, turpentine, benzene, naphtha, gasoline or other substances shall be placed in or on Fairgrounds. No LP gas permitted in buildings.

All inside exhibitors along the wall will have a pegboard back. You may hang merchandise or signage on this board. Pegboard hooks are required and are the only way to hang anything. If used by the exhibitor, any damage will be the responsibility of the exhibitor.

It is further agreed that no inflammable materials such as bunting, tissue paper, crepe paper and any others will be permitted to be used as decorations and decorative materials unless they are treated with flame proofing and are approved by the appropriate inspector of St. Lucie County, Florida, before the same are installed. The Exhibitor shall not permit their exhibit to obstruct the view of an exhibit in an adjoining Exhibitor’s space, nor permit such exhibit to be placed or operated in any manner objectionable, in the opinion of the Fair, or its duly authorized agent, to adjacent or surrounding Exhibitors. No items may be attached to sprinkler heads or pipes in buildings. No exhibit or Exhibitor shall occupy any more space that allotted and shall not obstruct the flow of patrons through the aisles or other passageway.

  1. PICTURE MACHINES AND LOUD SPEAKERS: If picture machines are used they must run without lecture or speaker noise reaching beyond ten (10) feet of exhibit space and must be placed in the exhibit space and must be placed so that spectators watching them will not block aisle. In addition, no sound may be amplified by an Exhibitor which can be heard more than ten (10) feet away from the exhibit space.
  2. TV & RADIO SHOWS: Any Exhibitor who desires to have his regular or special radio or TV broadcast or, televise directly from his exhibit space, shall first obtain the Fair’s written approval, which approval may be arbitrarily withheld or conditioned.
  3. FREE SAMPLES AND DRAWINGS: No free samples of food, beverage or any other product may be given away or otherwise distributed without prior written approval of the Fair, which approval may be arbitrarily withheld in the sole discretion of the Fair. Exhibitors will have the right to offer to the patrons such give-away items, or drawings or raffles, as the Exhibitor desires to offer (subject to this Agreement and federal, state or local law) provided that such give-away items, or drawings or raffles, do not impose any obligation on the part of the Fair patrons, and have been approved by the Fair, in writing thirty (30) days prior to the opening day of the Fair. Drawings for gifts or premiums conducted by Exhibitors must be made prior to the close of the Fair and the names and addresses of all winners delivered to the Exhibit Director. In no case may the Exhibitor use the name of the Fair or the name of any fair visitor in any program, brochure or other printed material. Premiums of gifts won by fair visitors must be absolutely free with no additional payment of money or conditions attached. Drawings or plans that constitute a lottery in violation of the laws of Florida will not be permitted to be distributed even from within your exhibit area. Solicitation of donations is not permitted from anywhere outside the exhibit space.
  4. SUBLETTING OF SPACE ASSIGNMENT: No exhibitor shall be permitted to sublet or sublicense the whole or part of the space licensed or to display anything not specified in his contract.  This agreement is personal between the Fair and Exhibitor.  Exhibitor may not assign this Agreement, or any interest in the Agreement, without the Fair’s prior written consent, which consent shall be the Fair’s sole discretion and may be arbitrarily withheld.  Assignment shall also include a transfer or conveyance or more than fifty percent (50%) of the present ownership interest of the Exhibitor.
  5. INSTALLATION AND REMOVAL OF EXHIBITS: Set up days will be Wednesday and Thursday prior to opening of the fair.  All exhibits must be completed and approved by the Fair by 12:00pm on Friday prior to fair opening.  Please refer to Fair schedule for further information.  All space not occupied at that time will revert to the Fair and all payments forfeited.  Under no circumstances will goods or equipment be permitted to be removed until closing hour of the Fair.  Any material not removed two (2) days following official closing of the Fair will be considered automatically conveyed and transferred to the Fair and the Fair has the right to dispose of this property in a manner deemed best. The Exhibitor here by grants to the Fair a lien on all property brought on to the Fairgrounds as security for all obligations of the Exhibitor under this Agreement. (All vehicles must be off the Fairgrounds by 12:00 p.m. on Friday of the Fair’s opening. All booths must be ready for the fire management inspections by noon on the Friday of the Fair’s opening day.)
  6. EXHIBIT MAINTENANCE: Exhibitors are required, at all times, to keep their exhibit space clean, sanitary and free of trash, paper, or refuse of any kind, which shall be disposed of in a manner indicated or designated by the Fair. Exhibitors in buildings and tents shall place trash in aisles after closing each day, otherwise in designated receptacles. Outside concessionaires are required to police under and within a 10 feet radius of their exhibit and to keep them clean and sanitary at all times. Outside vendors are required to have storage areas, holding tanks, garbage cans screened from public view. Landscaping to enhance the presentation is encouraged. All stands are required to have proper skirting.
  7. EXHIBIT PERSONNEL: Any person operating any exhibit shall be considered an employee of the Exhibitor and any obligation or requirement imposed upon the Exhibitor in the Agreement and these Rules and Regulation shall likewise be imposed upon the Exhibitor’s employees and agents. It shall be the obligation of each Exhibitor to furnish, at its own expense, all personnel required to erect, operate, maintain, repair, dismantle and remove all Exhibit equipment used on the Fairgrounds. It shall further be at the obligation of each Exhibitor to insure that all personnel working in the exhibit be appropriately dressed, which is clean and neat, keep their hair neat and clean, be clean shaven except for mustaches and beards that are neatly trimmed, deal courteously with patrons of the Fair, and not use rough or profane language, drink alcoholic beverages or use non-prescription drugs at any time while on the Fairgrounds.

Smoking is not permitted by any of the Exhibit personnel who may be visible to the general public nor in any building. Personnel with excessive, obscene, or lewd tattoos, in the sole and arbitrary opinion of the Fair, are not permitted to work on the Fairgrounds. The Fair, upon request, will be furnished a list of all personnel who will operate or work in any exhibit.

  1. ALCOHOLIC BEVERAGE/TOBACCO PRODUCTS: No alcoholic beverages or illegal substances as defined by Florida Law, are permitted to be brought, consumed or distributed on the Fairgrounds by an Exhibitor and no Exhibitor shall be permitted on the Fairgrounds if they are intoxicated. No alcoholic or tobacco products are allowed to be sold on the Fairgrounds, without Fair Management approval and proper licensing.
  2. EXHIBIT HOURS: Exhibit must be open and staffed each and every day during the annual Fair and during the regular hours established by the Fair.
  3. DEFACEMENT OF FACILITY/PROPERTY: Exhibitor shall not injure, mar, nor in any manner, deface said Fairgrounds or any equipment contained thereon; and shall not cause or permit anything to be done whereby the Fairgrounds property or equipment thereon shall be in any manner injured, marred or defaced: and Exhibitor shall not drive or attach nails, hooks, tacks, staples, screws, adhesive or tape of any kind to the walls, ceilings or floors of any Fair buildings or equipment contained therein and will not make nor allow to be made any alterations of any kind to said buildings, property or equipment contained therein.
  4. EXCLUSIVE CONTRACTS: The Fair has exclusive contracts for such items as soft drinks, bottled water, meat, milk, and other food, beverage and merchandise for the purpose of maintaining quality food and beverage products of the Fairgrounds. Exhibitor agrees to not use competitive products and to purchase all food, beverage and merchandise items from these vendors. It is the responsibility of the Exhibitor to obtain a list of the exclusive vendors from the Fair prior to the opening day of the Fair.
  5. HAZARDOUS AND TOXIC SUBSTANCES: The Exhibitor agrees, at all times while on the Fairgrounds, not to have in its possession, collect, distribute, dispose, release, or otherwise discharge any toxic or hazardous waste as defined by Florida and Federal Law. In the event the Exhibitor shall be in possession of such hazardous or toxic waste, the Exhibitor shall immediately notify the St. Lucie County Department of Environmental Resource Management and Public Health Unit as well as the Florida Department of Environmental Protection and the Federal Environmental Protection Agency and such other governmental agency or body as my be required by law and the Fair relative to such materials. Additionally, Exhibitor agrees not to throw any refuse or empty any fluids on the ground. Grease barrels are provided by the Fair in convenient locations and must be used.

In the event an Exhibitor shall dump grease at locations not authorized by the Fair, they shall be subject to a fine of $1000.00 for each infraction by the Fair and shall be deemed in material breach of this Contract and subject to immediate removal from the Fairgrounds.

  1. HOLDING TANKS: In the event an Exhibitor is required to utilize a portable toilet or holding tank, in the sole discretion and opinion of the Fair, the Exhibitor shall make arrangements for said holding tank with the Fair and shall be responsible for payment, in advance, to the Fair for the charge for the holding tank at the time it is rented.  Exhibitors may use their own holding tanks providing they hold a minimum of 150 gallons and meet all applicable laws, rules, ordinances and statutes concerning holding tanks.  Holding tanks must be pumped daily or, as needed, and any water standing on the ground will not be permitted.
  2. COMPLIANCE WITH LAWS, RULES AND REGULATIONS: Exhibitor hereby specifically agrees to comply with all applicable Federal, State and local laws, ordinances, rules regulations, statutes and policies including these Rules and Regulations promulgated by the Fair, as amended from time to time.  Exhibitor shall specifically comply with the provisions of Chapter 616, Florida Statutes, the Federal Americans With Disability Act, and all relevant health and fire codes and all trademarks, copyright and other intellectual property laws.  Such laws, ordinances, statutes, rules and regulations are expressly made a part of this Agreement.
  3. INSURANCE: The St Lucie County Fair Association will not be responsible for any injury that may occur to the exhibitors, their employees, or representatives or damage to exhibits because of fire, theft, or accident, act of God or any other causes. If the above insurance is wanted, the exhibitor must obtain it.
  4. CERTIFICATE OF LIABILITY INSURANCE: All exhibitors must have a minimum of $1,000,000.00 of coverage for bodily injury and the St Lucie County Fair Association and St Lucie County must be named additionally insured. Insurance may be available through the St Lucie County Fair at an additional charge.  If your insurance certificate has not been received in the fair office by February 1st, your account will be charged the additional fee for the certificate of insurance.  Faxed copies from the particular insurance company will be accepted.  This applies to all inside and outside vendors.  Waivers for Liability Insurance may be issued on an individual basis to those who qualify.

Please be advised that you must register all vehicles at the fair office.  Vehicles are defined as power units licensed for the road, power units not licensed for the road and golf carts.  When registering the vehicle, you must provide a Certificate of Insurance naming the St Lucie County Fair Association and St. Lucie County as additionally insured.

 

  1. INDEMNIFICATION: The Exhibitor agrees to indemnify, and save the Fair, its officers, trustees, employees and agents harmless from and against all loss, costs, expense, liabilities, claims, injuries, etc. for damage to property or injury to persons, including death, or any financial loss, claim or liability imposed on the Fair, arising under Exhibitor’s exercise of rights and privileges granted under this Agreement or resulting from any cause whatsoever relating  in any way to Exhibitor’s presence and operation on the Fairgrounds, including reasonable attorneys fees and cost, and whether the Fair be deemed negligent or not.  This indemnity given to the Fair shall include the officers, trustees, employees, agents, and invitees of the Fair.  Indemnification provided herein also applies to any trademark/trade-name/copyright/patent infringement by the Exhibitor.
  2. CANCELLATION AND TERMINATION: This agreement shall terminate and all rights and privileges hereunder shall cease immediately upon conclusion of the period referenced in the front page of Agreement.  This Agreement shall also terminate upon default by the Exhibitor, which shall be defined as the Exhibitor’s failure to promptly and timely pay any and all sums due or to abide by the other terms, provisions and conditions of the Contract as set forth herein.  Default of one provision shall be default of the entire Agreement.  In the event of default, all money thereto fore paid by Exhibitor shall not be refunded.  Upon termination, Exhibitor shall not be entitled to utilize the Exhibit space as set for hereinabove for the period provided herein regardless of efforts, costs, expenditures or arrangements made by the Exhibitor.
  3. APPROVAL BY THE FAIR: The Fair reserves unto itself the unilateral right to approve any and all Exhibitors and exhibits which includes the type, nature, manner, size and language used in an Exhibit and to approve any and all signage, brochures, pamphlets or other literature to be utilized in an exhibit.  This agreement may be terminated at any time by the Fair, if the Exhibitor utilizes the Fairgrounds for a purpose different than that listed on page one of the Agreement.  In addition, Exhibitor recognizes and acknowledges the unique reputation of the Fair in the community.  The Fair is dedicated to the production and presentation of wholesome, family entertainment.  Exhibitor grants to the Fair the sole and arbitrary right of approval for any performance, exhibition, exhibit, brochure, pamphlet, signage, other literature and entertainment to be offered under this Agreement and the Exhibitor agrees that no such activity or part thereof shall be given or held if objected to by the Fair, regardless of any prior contractual obligations or monies paid by exhibitor for such performance, exhibitions, etc.  Exhibitor expressly waives any and all damages against the Fair by reason of its termination of Agreement or disapproval of any performance, exhibit, etc, pursuant to this provision.
  4. SECURITY: Fair agrees to provide general security for the Fairgrounds, which constitutes approximately 85 acres.  The Fair also agrees to lock and secure the buildings in which the Exhibitor will exhibit their specific items.  However, the Fair does not warrant to insure against theft, vandalism or any loss due to natural consequences such as hurricane, flooding, etc, or any other loss to an Exhibitor and the Exhibitor shall obtain insurance to provide for any such loss.  Exhibitor agrees that it shall be solely responsible for the safety and security of its own tangible personal property, or tangible personal property owned by a third party but within Exhibitor’s possession, custody or control.  Exhibitor expressly waives any claims against the Fair, its officers, trustees, employees and agents, for any loss or damage, by theft, fire, or otherwise to such tangible personal property regardless of whether the Fair, its officers, trustees, employees or agents are deemed negligent or not.
  5. NON-SMOKING FACILITY: All of the buildings located on the Fairgrounds are designated as no-smoking facilities.  Exhibitor agrees to post such signs as may be necessary to inform all persons of this fact and to enforce this rule whenever necessary.
  6. OVERNIGHT CAMPING: Exhibitor shall not cause or allow overnight camping, tent camping, sleeping or any such acts on the fairgrounds, nor in any building or any other area controlled by the Fair without written consent of the Fair.  Which approval may be arbitrarily withheld in the sole discretion of the Fair.  Exhibitor shall not allow or permit any open fires on the fairgrounds.
  7. LOST ARTICLES: All lost and found articles should be turned in to the Fair Office and Management.
  8. CANCELLATION BY THE FAIR: The Fair reserves the unilateral right to cancel this agreement for the public  good in the event of a natural disaster or other emergency as determined in the sole and arbitrary opinion of the Fair, or in the event of any request by any Federal, State or County agency for the use of the Fairgrounds under such circumstances, it being understood and agreed by Exhibitor that its rights hereunder are subordinate and inferior to the right of use by and Federal, State or County agency or department, in which case any funds paid by the Exhibitor for unused days, less actual expenses necessarily incurred by the Fair in connection with the Event so cancelled, will be refunded without penalty.  Upon such cancellation, the Exhibitor agrees not to re-enter the fairgrounds, or move any of its personal property, if such may pose additional risk to persons or property in the sole discretion of the Fair.  Should the Fair exercise its rights to cancel this Agreement, Exhibitor agrees to forego any and all claims for damages against the Fair, and further agrees to waive any and all rights, which may arise by reason of the terms of this agreement, and the Exhibitor shall have no recourse of any kind against the Fair.
  9. OCCUPANCY INTERRUPTION: Exhibitor hereby waives any and all claims for compensation for any and all loss or damage sustained by reason of any defect, deficiency or any impairment of the electrical, computer systems, telephone, plumbing or air conditioning installations or any part thereof furnished for the Event on the Fairgrounds or for any loss or damage sustained resulting from fire, black-out, brown-out, water, wind, civil commotion, riot labor strikes, or act of God.
  10. FAIR’S RIGHT OF ENTRY: Duly authorized representatives of the Fair, such as its trustees, directors, officers, employees or other agents, may enter the area utilized by Exhibitor, at anytime and occasion.  Exhibitor hereby waives any and all claim for compensation for any and all loss or damages sustained by reason of interference by any public agency or Fair Official in the Exhibitor’s operation; however, such interference shall not relieve Exhibitor from any obligations hereunder.
  11. TENTS: All tents or tent configurations over 10ft x 10ft will have an additional permit fee. This fee will be collected by the St Lucie County Fire District.  All tents must have current fire retardant certificates valid to Florida standards.  The Fire Department will be on grounds Friday AM of opening day to collect your fees.
  12. POP-UP OR EASY-UP TENT STRUCTURES: All pop-up or easy-up tent structures must be occupied at all times.  At Fair closing each day, the structure must be taken down.
  13. EXHAUST SYSTEMS: Any booths or stands cooking with grease frying must have hood exhaust systems installed in their units.
  14. PAYMENT FOR DAMAGES: Exhibitor agrees to pay all cost and expenses, as determined in the sole judgment of the Fair, of repair or replacement for any and all damages of whatever origin or nature which may have occurred during the term of this Agreement in order to restore the damaged property, personality and equipment or other parts of the fairgrounds to a condition equal to that at the time this Agreement went into effect.
  15. UNDERGROUND UTILITIES: Exhibitor shall not nor will Exhibitor allow any of its agents, vendors, sub-licensees, concessionaires or employees to drive any stake, instrument or object of any kind into the asphalt or grassy area of the Fairgrounds without the written consent of the Fair.  Underground electrical wiring is installed throughout the Fairgrounds, which could result in severe electrical shock.  It shall be the sole responsibility of the Exhibitor to enforce this provision and the Fair will look to Exhibitor for reimbursement pursuant to the Payment for Damages clause of these Rules and Regulations.
  16. LICENSES, PERMITS AND TAXES: Exhibitor agrees to obtain the proper licenses and/or permits for the use of the space and operation covered by this agreement as required by Federal, State and Local Law and supply evidence of same to the Fair on demand.  Exhibitor agrees to promptly pay all applicable taxes and to require all vendors, exhibitors, and others selling products to pay the applicable taxes and carry proper licenses and permits.  Exhibitor acknowledges receipt from the Fair of the reporting form provided by the Department of Revenue of the State of Florida and agrees to abide by and comply with chapter 212 and the Florida Statutes. The reporting form must be turned in the Fair’s Finance office daily. Exhibitor shall also make and be responsible for all federal, state and local income taxes and all deductions and taxes relating to employees and employment.
  17. STORAGE: Exhibitor assumes all responsibility for all of its good, materials, merchandise, exhibits, displays, articles, and other tangible personal property in or on the Fairgrounds before, during or after the annual St. Lucie County Fair and the Fair assumes no responsibility for said items.
  18. CIVIL RIGHTS: Exhibitor agrees not to discriminate against any employee or applicant for employment because of race, religion, creed, national origin, disability, gender, and age and further agrees to likewise not discriminate for those same reasons against any person relative to admission, services or privileges offered to or enjoyed by the general public, and to be in compliance with the Federal and Florida Civil Rights Act and Americans with Disabilities act (SA).
  19. RETENTION OF FAIR PRIVILEGES: The waiver or failure of the Fair to insist on strict and prompt performance of the terms of this Agreement, Rules and Regulation, or other Exhibits, and the acceptance of such performance there after shall not constitute or be construed as a waiver or relinquishment of the Fair’s right thereof in the event of a continuous or subsequent default on the part of the exhibitor
  20. OTHER CONDITIONS: It is mutually agreed that any and all matters not expressly provided for in this Agreement will be at the sole discretion of the Fair.
  21. PERFORMANCE BOND: The Fair, at its discretion, may require Exhibitor to deposit a performance bond either by cash, certified check, or by a duly accredited bonding company. The amount of the bon will be as shown on the cover page of the Agreement.
  22. CONDITIONS AND LIMITATIONS: Terms and conditions of this Agreement are not approved until this Agreement is signed by a Chief Operating Officer of the Fair, or his designee.
  23. COMPLAINTS: All complaints by Exhibitor or its agents, including, without limitation, those relating to this Agreement, the Fair’s policies, the Fair’s Officers, Trustees, Directors, staff or personnel, or the Fair’s other licensees, shall be dated and in writing and promptly and immediately sent to the Chief Operating Officer at the Fair office.
  24. COUNTERPARTS AND DUPLICATE ORIGINALS: To facilitate the execution of this Agreement, any number of counterparts of this Agreement may be executed and delivered. It shall not be necessary that each party’s signature appear on each counterpart, but it shall be sufficient that each party’s signature appear on one or more of the counterparts. Each on the counterparts shall be considered an original and all of them, together, shall constitute one and the same instrument. Any number of duplicates of this Agreement may be executed and delivered, each of which shall be considered an original.
  25. CONSTRUCTION OF AGREEMENT: Each party has relied upon its own examination of the Agreement and the advice of its own counsel and other advisors in the connection with this Agreement. This Agreement was negotiated at arm’s length. Thus, this Agreement shall not be construed more strictly against the Fair not withstanding that the Fair and the Fair’s counsel have drafted it. Furthermore, the money, property, insurance or services, which are the subject of this Agreement, are for commercial purposes and not for personal, family or household purposes.
  26. EFFECTIVE DATE: The effective date of this Agreement shall be the date on which the last one of the Fair’s representative and the exhibitor’s representative executes this Agreement.
  27. LANGUAGE: Whenever used in this Agreement, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall include all genders where the context permits.
  28. PARAGRAPH HEADINGS: The paragraph headings used in this Agreement are for convenience only, and shall not be used in interpreting or construing any provision of this Agreement.
  29. SEVERABILITY: If any term, covenant, or condition of this Agreement or the application there of to any person or circumstance shall be to any extent held invalid or unenforceable, the remainder of this Agreement or the application of such terms, covenants, and conditions to the persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
  30. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Handwritten or typewritten provisions inserted into this Agreement and initialed and dated by all parties shall control over all typewritten provisions in conflict therewith.
  31. FURTHER ACTION: Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with performance of the obligations hereunder and to carry out the intent of the parties hereto.
  32. ATTORNEY’S FEES: Any reference to attorney’s fees in this Agreement applies only to the indemnity given by Exhibitor to the Fair and not to any other term, provision and condition hereof.
  33. VENUE: The venue of any legal proceeding brought in connection with this Agreement or any aspect of the relationship between the parties shall be in St Lucie County, Florida.
  34. FLORIDA LAW: This Agreement shall be considered to have been made and executed in St Lucie County, Florida, and shall be interpreted, construed and enforced in accordance with the laws of Florida and no other.
  35. TIME: Time is of the essence of all provisions and terms of this agreement.
  36. MATTERS SURVIVING TERMINATION: Unless otherwise provided in this Agreement, all of the terms, provisions, representations and warranties, and all remedies available to any party, shall survive termination of the Agreement.
  37. SUB-LICENSEES: All sub-licensees, concessionaires, vendors or agents entering into a contract with the Exhibitor shall take subject to the terms and conditions of this Agreement and all such contracts shall so provide.
  38. RIGHTS IN THIRD PARTIES: Except otherwise specifically provided, nothing expressed or implied in this Agreement is intended, or shall be construed to confer on or give any person, firm or corporation, other than the parties and their respective officers, directors, and shareholders, any rights and remedies under or by reason of this Agreement.
  39. DEPENDENCE OF COVENANTS: The covenants contained in this Agreement regarding performance by Exhibitor shall be construed as dependent covenants.  Default of one shall be deemed absolute whether substantial performance has occurred with regard to all or any other covenants herein.
  40. RENEWAL: This Agreement is only for the dates as set forth in this Agreement.   Exhibitor agrees that the fact that it has been granted space during the annual St Lucie County Fair in the past shall not entitle Exhibitor to any right to use the Fairgrounds in the future.  The fact that Exhibitor has been granted a particular space in the past does not create any right to such space in the future it being understood and agreed that the Fair expressly reserves the right to allocate space in its sole and arbitrary discretion.  Additionally, nothing shall prevent the Fair from granting an Agreement to an entity, which is competitive to the Exhibitor hereunder.
  41. SUCCESS: The Exhibitor agrees that it is solely responsible for its success.  Exhibitor has not and shall not rely on any advice or direction from an employee, officer, trustee, or agent of the Fair, except as may be required under this Agreement; in planning and carrying out its operation.  The fact that the Exhibitor is restricted by and subject to the terms and conditions of this Agreement is a risk that the Exhibitor freely assumes.
  42. FIDUCIARY DUTY: The parties to this Agreement specifically intended that neither this Agreement nor course of dealings between them shall create fiduciary obligations.   Nothing contained in this Agreement, and no course of dealings between the parties, shall be construed as establishing a partnership joint venture or agency between the parties.  The rights, duties and obligations of the parties are to be controlled exclusively by this Agreement.  Any obligation or covenant of good faith and fair dealing, whether express, implied-in-fact or implied-in-law, is intended to be contractual only.  This Agreement was negotiated at arms’ length.  There is no “special relationship” between the parties.  Neither party is or has been influenced or dominated by the other.  Each party places in the other the trust and confidence that reasonable strangers dealing at arms’ length in business relationships would place in one another.  Neither party reposes special or extraordinary trust in the other.  Each party to this Agreement represents that it is an independent, experienced and sophisticated business entity.  Each party conducts its own investigations and obtains its own information about business transactions.  Each party relies wholly on its own counsel and/or judgment in making business decisions.  The frequency, length, or closeness of dealings between the parties shall not create fiduciary obligations.  In particular, extended dealing over a lengthy period of time shall not create fiduciary duties.  Any advice given by so party to the other is offered unilaterally and accepted indifferently.  Neither party undertakes to act for the benefit of the other, and neither accepts any trust unilaterally reposed by the other.  Any disclosure obligations contained in or arising from this Agreement or the course of dealing between the parties are strictly contractual, and do not create fiduciary obligations.  The parties intend that any disclosures of information, confidential or otherwise, during the course of business negotiations or dealings shall not be construed as creating additional disclosure obligations.
  43. RELATION OF PARTIES: It is the intention of the parties to hereby create the relationship of Exhibitor and Licensor, and no other relationship what so ever is hereby created.  Nothing in this Agreement shall be construed to make the parties hereto partners or joint ventures or to render either party liable for any obligation of the other.
  44. WAIVER OF JURY TRIAL: The Fair and the Exhibitor hereby and mutually knowingly, willingly and voluntarily waive their right to a trial by jury and no party nor assignee, successor, heir, or legal representative of the parties (all of whom are collectively referred to below as the “parties”) shall seek a jury trial in any lawsuit, proceeding, counterclaim, or any other litigation or proceeding based upon or arising out of this Agreement or any related agreement or instrument, or any courts of actions, course of dealing, statements (whether verbal or written) or actions relating to this Agreement, including any tort claims or claims for fraud, misrepresentation, breach of fiduciary, antitrust, etc.  The parties also waive any rights to consolidate any action in which a jury trial has not been waived.  The provisions of this paragraph have been fully negotiated by the parties, and the parties acknowledge that the inclusion of this provision is a material inducement for entering into this Agreement.  The waiver contained in this paragraph is irrevocable, constitutes a knowing and voluntary waiver, and shall be subject to no exceptions.
  45. ARBITRATION, ASSOCIATIONS OR THE FOUNDATION FOR DISPUTE RESOLUTION: Accordingly, the parties agree to strictly follow said rules and abide by any agreement made as the result of mediation.  Good faith compliance with this provision shall be a condition precedent to the right of any party hereto to bring a lawsuit under this agreement.  This provision is a material inducement to the fair entering into this Agreement.
  46. BINDING EFFECT: This Agreement shall be binding upon and inure to the benefits of the parties hereto and their respective successors in interest and/or assigns.