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OFW Washington Boarding / Training Services Agreement

THIS BOARDING AND TRAINING SERVICES AGREEMENT (the “Agreement”) is made this day May 4, 2024, between Orrion Farms LLC, a Washington limited liability company, 280 Orrion Road, Ellensburg, WA 98926 (“Orrion Farms”), the Client, as identified below.

CLIENT. For purposes of this Agreement, the client is (the “Client”):

Name:

Farm Name:

Address:

City: State: Zip:

Phone: Email:

HORSE. This contract pertains to the following horse (the “horse”):

Horse Name:

Sire:

Dam:

Registration Number:

Date Foaled:

This Agreement applies to all other horses owned by the Client, regardless of whether those additional horses are identified on this Agreement.

1. OWNERSHIP OF THE HORSE: Client’s ownership of the Horse is as follows:
  
  Owns 100% of the Horse
  
  Owns some, but not 100% of the Horse
  
  Leases the Horse
  
  Purchased the Horse on an installment contract

If Client does not own 100% of the Horse, please identify all other parties with an interest in the Horse:

Client represents and warrants that Client is authorized to bind each person with an interest in the Horse to this Agreement as if each such owner was the “Client” under this Agreement, and Client acknowledges and agrees that the liability of each owner of the Horse under this Agreement shall be joint and several.

1. INSURANCE. Client understands that it is Client’s sole responsibility to insure the Horse. If Client elects not to insure the Horse, Client fully understands that Orrion Farms does not carry insurance on individual horses, that Client’s horses are not covered under any public liability, accidental injury, theft or equine mortality insurance, and that all risks connected with training or for any other reason for which the Horse is in the possession of and on the premises of Orrion Farms, are to be borne by Client. If the Horse is insured, please provide:

Insurance company:

Policy Number:

Emergency Phone Number:

1. PAYMENT. Client agrees to pay Orrion Farms for all board, training and services rendered, as well as all other costs and expenses incurred by Orrion Farms to the Horse in accordance with the most current Orrion Farms Fee Schedule. Client shall be responsible for all of the foregoing fees, costs and expenses from the arrival to departure of the Horse at Orrion Farms. Client agrees to pay all such fees, costs and expenses before the Horse is released by Orrion Farms to Client. Client agrees that Orrion Farms shall be entitled to retain possession of the Horse until all such fees are paid in full.
  1. BOARDING AND TRAINING. The Horse shall be worked, trained or cared for by such Orrion Farms personnel or contractor as chosen by Orrion Farms, in its sole judgment. Orrion Farms may change the personnel or contractor working, training or caring for the Horse from time to time or at any time. Where, when, by whom, against whom and in what show or class the Horse shall be shown will be decided by Orrion Farms and Client. Orrion Farms disclaims any obligation to show the Horse in any particular show or any particular class. If the Client disagrees with any decision made by Orrion Farms regarding the training or showing of the Horse, the Client’s sole remedy in such event is to withdraw the Horse from Orrion Farms’ training program, which Client agrees shall not terminate or alter Client’s obligation to pay all fees, costs, expenses or other amounts already incurred pursuant to this agreement.
  2. WARRANTY OF HORSE’S HEALTH. The Client warrants that the Horse shall enter the Orrion Farms premises free from transmissible diseases, and must be effectively wormed, and current on immunizations for this area. The following up-to-date documents must be presented to Orrion Farms by Client prior to the entry of the Horse onto the premises: (a) Veterinarian Health Certificate, (b) Worming & Immunization Record and (c) Negative Coggins Test. Client authorizes Orrion Farms to keep the Horse current on all deworming and vaccination programs.
  3. FEED, FACILITIES, AND SERVICES. Orrion Farms shall provide adequate feed and facilities for normal and reasonable care required to maintain the health and well-being of the Horse. Owner acknowledges that Owner has inspected the facilities and finds same in safe and acceptable order. Client is responsible for repairs and/or replacements of damaged equipment caused by the Horse.
  4. HORSE SHOWS AND FEES. Unless otherwise advised or agreed upon, the current year’s Show Fee Schedule shall determine the base show fee which shall be due upon demand, but in no case on or after the first day of the Show. Client shall pay for any and all entry fees, ground fees, stall and bedding fees, not included in the Show Fee Schedule, or other related charges incurred while the Horse is being shown or transported, including any and all lay-up charges during transit. Client shall receive all trophies, prize earnings and ribbons.
  5. VETERINARY CARE. Orion Farms is authorized to maintain and provide vaccinations, Coggins test, foot care, and other veterinary needs, including emergency surgery at its discretion, at Client’s expense. Orrion Farms is hereby appointed Client’s agent and authorized to take all actions and incur for Client all obligations necessary to maintain and provide all reasonable care for the Horse, including without limitation vaccination, worming, Coggins test, dentistry, lameness treatments, medical treatment for injury or illness, farrier care, regular breeding cultures, and other veterinary needs, including emergency surgery, at its discretion, at Client’s sole expense. Orrion Farms will attempt to contact Client and/or its insurer before authorizing any non-routine or emergency care if the health of the Horse will not be compromised thereby. Orrion Farms is specifically authorized (but is under no duty) to secure emergency veterinary or farrier care as Orrion Farms, in Orrion Farms’ discretion, deems necessary for the health and well-being of the Horse. All costs of such care secured shall be paid for by Client within ten (10) days from the date Client receives notice thereof, or Orrion Farms is authorized, as Client’s agent, to arrange direct billing to Client. Orrion Farms shall assume the Client desires surgical care if recommended by a veterinarian in the event of colic, or other life-threatening illness, unless otherwise instructed by the Client in writing.
  6. DEPARTURE OF HORSE. Client agrees that all outstanding balances due to Orrion Farms or any vendor that provided services to the Horse while at Orrion Farms (such as veterinarians, farriers, etc.) will be paid in full prior to the Horse’s departure. The Client may remove the Horse at any time, provided: (a) the Client has given Orrion Farms reasonable notice, defined as no less than 48 hours’ notice, of its intention to remove the Horse, and (b) the Client has paid all amounts due to Orrion Farms on the date the Horse will be removed. Orrion Farms retains the right to require payment of the final amount due be made by certified or wired funds. If any person other than Client will be picking up the Horse, Client shall provide to Orrion Farms written authorization to release the Horse to a third party. Orrion Farms shall have no obligation to release the Horse to any party other than client without such written authorization. Upon commencement to the loading of the Horse, by the Client or its authorized third-party, the Client assumes full responsibility and liability for the welfare of the Horse. Orrion Farms reserves the right to require the Client to remove the Horse, upon reasonable notice, in the sole discretion of Orrion Farms.
  7. PAYMENT TERMS. All fees for the previous month will be due and payable by the tenth (10^th) day of the following month. Interest at the rate of 1.5% per month, or the highest legal rate, whichever is the less, shall be charged and paid on all balances of Client unpaid for (30) days. If Client fails to pay any amount due hereunder for more that (30) days, Orrion Farms may immediately accelerate all other amounts due under this Agreement and under any other agreement between Client and Orrion Farms or its affiliates upon written notice to Client.
  8. CREDIT CARD AUTHORIZATION. Orrion Farms requires Client to have a valid credit card on file with Orrion Farms. If some other form of payment is not received by Orrion Farms by the tenth day of each month, Client hereby authorizes Orrion Farms to charge the credit card on file for the amount due.
  9. SECURITY INTEREST. In order to secure the payment and performance by Client of all of its obligations hereunder, Client hereby grants to Orrion Farms security interest in the Horse, and any production or proceeds thereof (the “Collateral”). This security interest is in addition to any statutory lien rights that may arise from time to time in favor of Orrion Farms. Client will, at Orrion Farms’ request and at Clients expense, execute and deliver to Orrion Farms any financing statements and other documents as Orrion Farms may request in order to perfect its security interest in the Collateral or to exercise and enforce its rights hereunder with respect to the Collateral. By signing this Agreement, Client hereby appoints Orrion Farms as Client’s attorney-in-fact to execute and record in the name of and on behalf of Client such additional financing statements and documents as Orrion Farms may request for such purpose. The parties hereto agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed as such.
  10. SALE COMMISSION. In the event Horse (or its breedings, foals, embryos or any other rights) is purchased, sold or leased while at Orrion Farms, or within the ninety (90) days following leaving Orrion Farms, Client shall pay Orrion Farms a commission equal to 20% of the sale/lease price, regardless of whether the sale was achieved directly through Orrion Farms’ efforts. Client understands and hold harmless Orrion Farms when acting as a dual agent.
  11. RIGHT OF LIEN. Client acknowledges that Orrion Farms has a right of lien as set forth in the laws of the State of Arizona and/or the State of Washington, for the entire amount due for the board, training, showing and all other expenses related to the Horse, including expenses incurred by third parties while the Horse is at Orrion Farms. Client also acknowledges that Orrion Farms has the right to retain possession of the Horse and other property belonging to Client until the amount of said indebtedness is discharged or Orrion Farms forecloses on the lien and may sell the Horse and property in accordance with applicable law to satisfy the debt owed to Orrion Farms. The Client shall also be responsible to pay all costs of sale including legal fees incurred by Orrion Farms. Orrion Farms retains the right to demand that all indebtedness be paid in cash, cashier’s check, or money order.
  12. LIMITATION OF LIABILITY. Client assumes all risks of loss and damages for any injury, sickness, disease, estray, theft or death of and to the Horse or any of Client’s horses/Client further agrees that no bailment is established with respect to the Horse and that in all actions. Except in the event of gross negligence or willful misconduct by Orrion Farms, its owners, members, employees, agents, servants or representatives (collectively, the “Orrion Farms Parties”), the Orrion Farms Parties shall not be liable for any damages to Client, including but not limited to the sickness, disease, estray, theft, death or injury which may be suffered by the Horse (or any other property of the Client), or any other cause of action whatsoever arising out of or in any way connected with the Horse, including without limitation any personal injury or disability that Client, its agents, servants or employees may receive while on Orrion Farms’ premises. Client understands Orrion Farms does not provide any public liability, accidental injury, theft or equine insurance on the Horse, and that all risks connected with the Horse shall be borne solely by the Client. Notwithstanding this Agreement and this Paragraph, to the extent Orrion Farms has any liability to Client:
    - In no event shall Orrion Farms’ liability for all causes of action arising under this Agreement exceed the amount of fees paid by the Client to Orrion Farms for the Horse.
    - Client shall have burden of proof of establishing any claim, liability, damage, or loss.
    - All special, incidental and consequential damages, including but not limited to, lost income, revenue or profits, are hereby excluded, disclaimed and shall not be awarded or recovered by Client. In no event shall client’s remedies exceed the amount paid for the service complained
    - As a condition precedent to any legal action by Client, Client shall notify Orrion Farms in writing at least thirty (30) days in advance of initiating any legal action against Orrion Farms for any matter whatsoever. Within twenty (20) days of receiving such notice, Orrion Farms shall be entitled to require that any such action be resolved by submission to binding arbitration before the American Arbitration Association (“AAA”), in accordance with the rules of the AAA, with such arbitration to take place in Maricopa County, Arizona. If Orrion Farms elects binding arbitration, both Orrion Farms and Client hereby waive a trial by jury or by a court, to the fullest extent allowed by laws.
  13. INDEMNIFICATION. Client shall indemnify and hold the Orrion Farms Parties harmless from and against: (a) any and all claims, demands, causes of action, damages, costs, expenses, losses or liabilities, at law or in equity, of every kind and nature whatsoever, known or unknown, arising out of or in any manor connected with any injury to any third person or persons or to the property of third person or persons caused by the Horse while they are in the care and custody of the Orrion Farms Parties, and (b) any and all claims, demands, causes of action, damages, costs, expenses, losses or liabilities, in law or in equity, of every kind and nature whatsoever, known or unknown, arising out of or in any manner connected with any injury to the Horse while under the care and custody of the Orrion Farms Parties.
  14. TERMINATION AND WAIVER. This Agreement may be terminated by either Orrion Farms or Client at any time upon thirty (30) days written notice to the other; provided that in the event of a default by one party, the other party may terminate at any time upon immediate written notice. Upon the termination of this Agreement, Client shall remove the Horse in the manner provided herein. The termination of this Agreement shall not terminate either party’s obligation to pay any fees, costs, expenses, and other already incurred pursuant to this Agreement.
  15. ENTIRE AGREEMENT, AMENDMENT. This Contract represents the entire agreement between the Parties. No other agreements, promises, or representations, verbal or implied, are included herein unless specifically stated in this written agreement. This Contract is made and entered in the State of Arizona, and shall be enforced and interpreted in accordance with the laws of the State of Arizona. All amendments to this Agreement must be in writing, signed by Client and Orrion Farms.
  16. SUCCESSORS AND ASSIGNS. All rights of Orrion Farms hereunder shall inure to the benefits of its successors and assigns, and all obligations of the Client shall be binding upon its successors and assigns. Client may not assign any rights or delegate any duties under this Agreement without the written consent of Orrion Farms, which may be withheld at Orrion Farms’ discretion. Orrion Farms may assign any right or delegate any duties under this Agreement upon written notice to Client.
  17. ENFORCEABILITY OF CONTRACT AND SEVERABILITY. In the event one or more parts of this Contract are found to be unenforceable or illegal, the other portions hereof shall be deemed in full force and effect.
  18. APPLICABLE LAW, JURISDICTION, VENUE, ATTORNEY’S FEES, LIMITATIONS. This Agreement shall be construed and governed by the laws of the State of Arizona. Jurisdiction and venue for all disputes connected with this Agreement shall be proper in Maricopa County, Arizona. In the event a lawsuit or arbitration is brought with respect to enforcing this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs incurred in such action. Notwithstanding anything herein to the contrary, any action, proceeding or arbitration brought by Client against Orrion Farms must be filed with a court competent subject matter jurisdiction in Maricopa County, Arizona or the AAA (if Orrion Farms so elects) no later than one hundred and twenty (120) days from the date of the claimed loss or be forever barred.
  19. EXECUTION. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. A facsimile, email and/or electronic signature shall be considered as valid as an original for purposes of this Agreement.
  WARNING:
  
  UNDER WASHINGTON LAW (REVISED CODE OF WASHINGTON §4.24.530), AN EQUINE PROFESSIONAL IS NOT LIABLE FOR ANY INJURY TO OR THE DEATH OF A PARTICIPANT IN EQUINE ACTIVITIES RESULTING FROM THE INHERENT RISKS OF EQUINE ACTIVITIES. OWNER SPECIFICALLY ACKNOWLEDGES THAT HE/SHE/IT IS AWARE OF THE INHERENT RISKS ASSOCIATED WITH EQUIINE ACTIVITIES, AND IS WILLING AND ABLE TO ACCEPT FULL RESPONSIBILITY FOR HIS/HER/ITS OWN SAFETY AND WELFARE, AND THEREFORE RELEASES THE STABLE (AND ANY OF ITS AGENTS) FROM ANY LIABLITY, EXCEPT ON THE GROSS NEGLIGENCE OR WILFUL, WANTON OR INTENTIONAL ACTS OR OMISSIONS OF THE STABLE.
  
  I/WE, THE UNDERSIGNED, HAVE READ AND DO UNDERSTAND THE FOREGOING AGREEMENT, WARNINGS, RELEASE AND ASSUMPTION OF RISK.

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Audit

July 12, 2023 12:56 pm PDT

OFW Washington Boarding / Training Services Agreement Uploaded by Orrion Farms LLC - info@orrionfarms.com IP 4.14.70.8

July 12, 2023 1:21 pm PDT