HomeMy WebLinkAboutVictoria Dye EquestrianCONCESSION AGREEMENT FOR
OPERATION OF THE WESTWIND COMMUNITY BARN
OWNED BY THE TOWN OF LOS ALTOS HILLS
BETWEEN THE TOWN OF LOS ALTOS HILLS
AND
VICTORIA DYE EQUESTRIAN, LLC
DATED: MARCH 10, 2017
TABLE OF CONTENTS
1
Page No.
1.
Grant of Concession
2
2.
Concessionaire Operating Responsibilities
3
3.
Access to the Public
7
4.
Facility Maintenance
7
5.
Sanitation
8
6.
Facility Improvements
9
7.
Ownership of Facility
10
8.
Fees and Charges
10
9.
Books, Records, Reports and Audit
11
10.
Collection of Fees and Charges Past Due
12
11.
Concession Fee/Subsidy
12
12.
Agreement Enforcement
12
13.
Compliance with Laws
13
14.
Town Events
14
15.
Possessory Interest Tax
14
16.
Indemnification
14
17.
Insurance
15
18.
Assignment
16
19.
Waiver of Defaults
17
20.
Relationship of Parties
17
21.
Term of Agreement
17
22.
Attorney's Fees
18
23.
Force Majeure
18
24.
Independent Contractor
19
25.
Transition of Stable to Concessionaire
19
26.
Successors in Interest
20
27
Notices
20
28.
Exhibits Incorporated by Reference
20
29.
Governing Law, Jurisdiction, Venue
21
30.
Entire Agreement
21
1
CONCESSION AGREEMENT FOR
OPERATION OF THE WESTWIND COMMUNITY BARN
OWNED BY THE TOWN OF LOS ALTOS HILLS
THIS CONCESSION AGREEMENT ("Agreement") is made and entered into by and
between the TOWN OF LOS ALTOS HILLS, a municipal corporation, ("Town") and Victoria
Dye Equestrian, a California Limited Liability Company ("Concessionaire"). (Town and
Concessionaire are each a "Party" and are collectively the "Parties.")
RECITALS
A. Town owns a 15 -acre property located at 27210 Altamont Road, Los Altos Hills
known as the Westwind Community Barn upon which are buildings and other improvements
intended for the private boarding of horses, the instruction and training of riders and their horses,
promoting the community aspects of the Facility including the 4H Program, the Pony Club, public
recreation and special events. This real property and all buildings and improvements shall be
collectively referred to in this Agreement as the "Stable Facility" or "Facility";
B. Town solicited proposals from qualified individuals and entities to cost effectively
maintain and safely operate the Stable Facility and to manage the Facility use schedule in such a
manner as to minimize conflict and foster a socially vibrant and healthy learning environment for
all Facility users pursuant to a concession agreement;
C. The Town's overall vision of operating principles for Westwind Community Barn
is further described in Exhibit "I";
D. The Parties therefore desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements
herein contained, the Parties hereby covenant, promise and agree as follows:
1. Grant of Concession
A. As of March 10, 2017, (the "Effective Date"), Town grants to
Concessionaire a concession at the Stable Facility for the limited purpose of maintaining and
operating the Stable Facility as further described in the attached Exhibit A and in conformance
with all requirements of this Agreement. Concessionaire shall devote the greater part of his or her
working time and attention to the operation of the Concession and shall promote, increase and
develop the business. Victoria Dye LLC shall assign Victoria Dye to manage the Facility during
the days and hours of operation of the Concession.
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B. Concessionaire shall cause utilities including electric, water, telephone and
internet, to be transferred to the name of Concessionaire by the Effective Date of the Agreement
and shall thereafter be liable for all utility costs on the Facility except that the Town shall reimburse
50% of the water utility cost upon submittal of invoice and utility payment receipt. Town also
agrees to continue to pay utility service cost for sewer service and trash and manure pickup.
C. Prior to Effective Date of Agreement, Town and Concessionaire shall create
a written inventory of tools and equipment belonging to the Town which shall remain on site.
Town agrees to lease equipment and tools including tractor and attachments currently onsite to
Concessionaire at the rate of $50.00 per month in "as is" condition. Concessionaire agrees to
maintain all equipment and tools in accordance with manufacturer maintenance recommended
schedules or in accordance with industry best practice. Town agrees to pay for repairs to tractor
and attachments cumulatively in excess of $500.00 and provided that Concessionaire uses a
manufacturer's authorized repair shop. Town shall not be responsible for repairs necessary as a
result of misuse or improper maintenance of tractor and its attachments or operator error.
2. Concessionaire Operating Responsibilities
A. Concessionaire shall at all times during the term of this Agreement provide
sufficient material, supplies, equipment, and labor to accomplish required programs and services
on the Facility and be responsible for performing duties and responsibilities which include:
i. Concessionaire shall use the premises solely for the boarding and care of
horses and related services including the training and instruction of riders and
horses. The Facility is not permitted or warranted for overnight human
habitation.
ii. Concessionaire, shall maintain a maintenance and operations plan that
demonstrates how the Concessionaire will maintain and operate the Facility.
The plan should include schedules, procedures and documentation methods for
all of the maintenance, housekeeping, sanitation and safety programs and tasks
that are necessary to operate the Facility in accordance with applicable rules
and regulations.
iii. Concessionaire shall inform the Town of any and all services, programs and
activities that the Concessionaire shall offer; the Town reserves the right to
approve any or all services, programs and activities offered on the premises by
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the Concessionaire. If a service or program is expressly disapproved by the
Town, Concessionaire shall immediately suspend operations associated with
the identified service or program.
iv. Concessionaire shall understand and comply with all applicable laws, rules,
regulations and guidelines in the care of horses. Concessionaire shall manage
the Facility in a responsible and safe manner consistent with the terms of this
Agreement, applicable equine industry best management practices and
previously established Westwind Barn manager duties as further described in
Exhibit "G"
V. Concessionaire shall maintain a written Medical Emergency Plan (MEP) to
address immediate medical care needs of individual horses in the event of a
medical emergency.
vi. Concessionaire shall maintain an Emergency Evacuation Plan (EEP) for
immediate evacuation of any or all boarded horses in the event of an emergency.
Concessionaire shall participate and make Facility available for large animal
rescue and training exercises.
vii. Concessionaire shall comply with the State of California Cal -OSHA
regulations, including Section 3203 of Title 8 of the California Code of
Regulations which requires all California employers to have a written, effective
Injury and Illness Prevention Program (IIPP) that addresses hazards pertaining
to the particular workplace covered by the program.
viii. Concessionaire shall undertake background and security investigations of each
of Concessionaire's staff as a condition of beginning and continuing work under
any resulting Contract, the cost of which is the sole responsibility of the
Concessionaire. This provision does not apply to stable hands currently
employed at the Facility by Town's maintenance service contractor if hired by
Concessionaire.
ix. Concessionaire shall undertake all aspects of financial management and record
keeping, including billing for services, programs and payments to
vendors/trainers.
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X. Concessionaire shall be responsible for ensuring the safety of the public and
Facility users while on the Facility and shall consistently apply and enforce all
rules, regulations and policies and equestrian best management practices.
xi. Concessionaire shall be responsible for all use of space and assignment of
resources for the Facility. Concessionaire shall prohibit the storage or
placement of trunks, tacks and other supplies in Barn aisle ways.
xii. Concessionaire shall manage the number of horses and no more than ten (10)
shall be pastured in Byrne Preserve. Concessionaire may pasture up to eight
(8) school horses in the Preserve and have use of up to four Facility paddocks
without charge for Facility land use. School horses must have a calm
temperament due to the many other users of the Preserve.
xiii. Concessionaire shall reasonably accommodate public community programs
such as Westwind Riding Institute/411 ("WRI") and Pony Club. Obligations
and Agreements with WRI and Pacific Ridge Pony Club are further described
in Exhibit "F" and Exhibit "H". Such accommodation will be contingent upon
WRI and Pacific Ridge Pony Club agreements including indemnification
provisions on Concessionaire's behalf, with Concessionaire being named as an
additional insured party under the WRI and Pacific Ridge Pony Club
agreements. Said Agreements are hereby assigned to Concessionaire upon
receipt of Concessionaire indemnification.
xiv. Concessionaire shall publish and maintain a current schedule of fees and
charges for all services provided by the Concessionaire at the Facility.
xv. Concessionaire shall provide existing and future instructional riding programs
offered to the public as further described in Exhibit `B". The Concessionaire
shall work with Town to ensure that riding programs requested by the Town
shall meet the scope and quality established by the Town for such programs.
xvi. Concessionaire shall publish arena time allocations on a weekly basis and
seek input from Facility users in order to resolve potential conflict. Special
events will be communicated to Facility users with adequate notice.
xvii. Concessionaire shall be able to recognize if a horse is in distress and shall take
the appropriate steps to safeguard the health and safety of the animal.
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xviii. The Concessionaire shall be responsible for maintaining fencing, gates and
watering troughs in the Byrne Preserve. The Town shall be responsible for
maintaining fire breaks, paths, trails, trees and other plant life and the general
stewardship of the preserve.
xix. Within 24 hours of any incident involving threat to public safety or injury/
fatality to Facility workers or Facility users, or damage to public property,
Concessionaire shall transmit an incident report to Town on a Town approved
Incident Report form.
B. Concessionaire agrees to post at conspicuous locations about the Facility
notices giving the name, address, and telephone number of the superintendent responsible for the
premises. Concessionaire agrees to allow Town to maintain Sheriff's office at current location in
Facility solely for the occupancy and benefit of law enforcement personnel at no charge to Town.
Town agrees to maintain the existing un -monitored digital video recording surveillance system of
the Stable Facility 24/7 and provide system access to Concessionaire. Town agrees that
Concessionaire is not required to maintain 24-hour on-site supervision of the Facility.
C. Concessionaire shall have a Town approved written agreement with each
Facility user and trainer who utilizes the Facility. The agreement shall be subject to approval as
to form by the City Attorney and shall specify the terms and conditions of that trainer's use of the
Stable Facility. Such agreement shall provide a clause whereby the trainer and Concessionaire
shall release the Town from all liability and hold harmless and defend Town, its agents,
Commissioners, Committee Members, staff and Council Members for any and all losses associated
with boarding, lessons, riding or any other activity on the Facility while under control of
Concessionaire. Trainer agreement shall include a description of how the trainer is to be
compensated and what programs and services the trainer is required or permitted to provide. Any
fees which may be charged by a trainer for any program or service at the Facility shall be specified
in the written agreement. Concessionaire shall provide Town with a copy of Facility user and
trainer's signed agreement prior to allowing user or trainer use of the Facility, and shall further
provide Town with a copy of any amendment to any such signed agreement within two (2) days
after the execution of such amendment.
D. Concessionaire shall have a Town approved written boarding agreement
with each boarder who utilizes the Facility. The boarding agreement shall be subject to approval
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as to form by the City Attorney and shall specify the terms and conditions of that boarder's use of
the Stable Facility. Such agreement shall provide a clause whereby the Boarder and
Concessionaire shall release the Town from all liability and hold harmless and defend the Town,
its agents, Commissioners, Committee Members, staff and Council Members from any and all
losses, claims or actions associated with boarding, lessons, riding or any other activity on the Stable
Facility while under control of Concessionaire.
E. Concessionaire shall maintain a written process to resolve disputes with
boarders or other persons utilizing the Stable Facility. A written copy of such process shall be
posted on the Facility in a place accessible to the public, shall be provided to each boarder at the
time of execution of each boarding agreement, and shall be filed with Town.
3. Access to the Public
A. Programs and services provided by Concessionaire shall be made available
to the public on a first-come, first-served basis, provided, however, Town residents shall have
priority at all times over persons who are non-residents of Town in all programs and services
offered at the Facility. Separate waitlists for residents and non-residents, containing the date and
time of entrance on the list, shall be established for each program or service for which demand
exceeds supply. A copy of each such list shall be posted at the Facility in an area accessible to the
public and shall be provided to Town on an as needed basis.
B. The Facility shall be operated by Concessionaire under the name
"Westwind Community Barn." The Facility shall be open to the public no earlier than one-half
hour before sunrise and not later than one-half hour after sunset, seven days a week pursuant to
Section 12-1.03 of the Los Altos Hills Municipal Code. The right of the public to free physical
access to the Facility shall be maintained during posted hours of operation and in no event shall
the Facility be fenced and gated so as to prohibit such access during hours of operation, provided,
however, that Concessionaire may implement such security measures as deemed appropriate to
assure the health, welfare, and safety of persons utilizing the Facility and the horses boarded on
the Facility. Concessionaire shall reasonably secure Facility nightly at the close of operating hours
to assure the health, welfare, and safety of the horses boarded on the Facility.
4. Facility Maintenance
A. Except for the 4H/WRI premises or as otherwise stipulated in this
Agreement, Concessionaire shall at all times be responsible for routine maintenance and minor
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repairs to the Stable Facility in a condition satisfactory to the City Manager or designee. Minor
repairs are those repairs costing $500.00 or less for any single incident. Concessionaire shall in a
timely fashion provide written notice to the City Manager or designee of any major repairs needed
and Town shall make such repairs in a timely fashion. In an emergency, including after hours,
Concessionaire shall immediately contact 911 and Town public works emergency staff in that
order. Prior to or upon effective date of this Agreement, Town shall furnish Concessionaire with
contact information for Town staff responsible for afterhours public works emergencies.
B. Concessionaire shall provide Town with a detailed description of all signage
it proposes to utilize at any location on the Facility to advertise programs or services. Such signage
shall not be installed without the prior written permission of the City Manager or designee.
C. If the Stable Facility, or any part thereof, is damaged by weather storm,
wildfire, earthquake, or any other Act of God or terrorism, Concessionaire shall not be responsible
to repair or replace said Facility. Town may in its sole discretion determine to rebuild or repair all
or part of the Facility or to terminate this Agreement with no further liability to Concessionaire.
In the event Town determines it will not rebuild or repair the Facility in the event of a substantial
destruction, Town shall pay Concessionaire a $15,000.00 relocation fee within 30 days of this
decision.
D. Concessionaire shall not cause any mechanic's or materialmen's liens to be
placed upon the Facility.
E. Notwithstanding any other provision of this Agreement to the contrary,
Concessionaire shall operate and maintain the Facility, and every part thereof, in compliance with
the conditions, restrictions, and reservations by which the Town has authority to utilize the Facility
and in compliance with all rules and regulations and any amendments thereto promulgated by the
Town, County of Santa Clara, and/or State of California.
F. Town agrees to repair and maintain Facility landscaping, irrigation, parking
and driveway areas.
5. Sanitation
A. Concessionaire shall allow no offensive matter, litter or refuse, or substance
constituting an unnecessary, unreasonable or unlawful fire hazard, or material detrimental to the
public health, to remain on the Facility. Concessionaire shall prevent the storage of clutter, junk
or excess equipment, vehicles, and materials anywhere on the Facility. Concessionaire shall ensure
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that Facility appearance is neat and orderly at all times and prevent the accumulation of trash,
debris and manure anywhere on the Facility and shall make all reasonable efforts to ensure that
trash generated on-site is not blown or otherwise allowed to leave the Facility except in a proper
disposal container. Concessionaire shall promptly notify the Town of any waste receptacles
needed at the Facility.
B. Concessionaire shall clean all stalls, corrals and paddocks on a daily basis,
removing all manure and replacing wet bedding material. Concessionaire shall clean feeding
pasture on a twice monthly basis. Collected manure shall be stored in accordance with Facility
conditional use permit requirements (Exhibit "D") and Health Department regulations and
removed from the Facility no less than once per week. Concessionaire shall inspect and clean
public restroom at Facility on a daily basis.
C. Concessionaire shall actively suppress and control the accumulation and
breeding of flies and offensive odors resulting from accumulation of manure and urine in stalls,
corrals, paddocks, pasture and uncovered manure bins. This will be done utilizing industry
accepted methods intended to minimize health hazard to humans or the surrounding natural
environment. This shall be an ongoing program for the duration of the Agreement.
D. Concessionaire shall notify Town within 24 hours if the Town's trash,
recycling and manure collector (GreenWaste Recovery, Inc.) fails to make a regularly scheduled
collection of either trash, recyclables or compostables including manure.
E. Concessionaire shall control for all pest populations which may adversely
affect the Facility. Known pests at the Facility include gophers, ground squirrels, flies and rats.
Concessionaire shall employ pest control methods which poses no health hazard to humans, and
minimizes negatively affect the surrounding natural environment including watercourses and
wildlife. This shall be an ongoing program for the duration of the Agreement.
6. Facility Improvements.
A. Concessionaire must obtain the approval of the City Council or City
Manager depending on the scope prior to undertaking any improvements to the Facility that
individually or collectively would cost more than $500.00.
B. Town may, in its sole and absolute discretion, make improvements to the
Facility. Town shall retain the right to enter the Facility for purposes of construction/demolition of
any improvement upon reasonable notice to the Concessionaire and will make reasonable efforts to
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minimize disruption to Concessionaire's business operation. Improvements which cannot be
completed in less than one month's time shall be coordinated with Concessionaire so as to find a
minimally disruptive period of use of the Facility.
C. By execution of this Agreement, Concessionaire waives all claims for
damages incurred due to business disruption which may be attributable to the construction of new
site improvements, demolition or reconstruction of existing improvements, including, but not
limited to loss of income due to temporary dislocation of boarded horses.
D. Town agrees to periodically replace footing in arenas and round pen as
needed due to use or wear.
7. Ownership of Facility
A. All structures, improvements and fixtures existing on the Facility as of the
Effective Date shall be and remain the property of Town, and structures, improvements and fixtures
installed on the Facility by anyone during the term of this Agreement shall become and remain the
property of Town, unless ownership rights to said fixtures, structures and improvements are
formally waived by Town.
B. Concessionaire agrees that any Facility including structures, improvements
or fixtures purchased and placed in or upon the Facility by Concessionaire by way of additions,
repairs, replacements, or improvements shall at no time be removed by Concessionaire unless (i)
prior written consent of Town is first obtained, or (ii) the purpose of such removal is repair or
replacement of said property. Absent prior written agreement of the Parties, all such property shall
at all times be the property of Town.
8. Fees and Charges
A. Concessionaire shall be responsible for collecting all facility use fees and
charges for boarding services and may require existing and future boarders to enter into new
boarding contracts, which may require each boarder to remit first and last month's rents and may
provide the last month's rent may be retained by Concessionaire as security for future past due rent
payments.
B. Fees and charges for all services, programs, rentals and leases provided by
Concessionaire may be established at the discretion of Concessionaire. Fees and service charges
should be reasonable and competitive with similar facilities in the area.
[to]
9. Books, Records, Reports and Audit
A. Each year Concessionaire shall prepare a maintenance and operations
budget for the July 1 to June 30 fiscal year. The budget for each ensuing fiscal year shall be
submitted to City Manager no later than April 1 proceeding the July 1 on which the next fiscal year
is to start.
B. Concessionaire shall keep full, complete and accurate books of account and
records which will reflect all business and monetary transactions of Concessionaire as well as all
in-kind services provided to Concessionaire in connection with this Agreement. All such books
and records, including tax return records shall be open to inspection by Town upon reasonable
notice during normal business hours. Town shall have the right to undertake an independent audit
of said books and records at any time but not more than once per twelve (12) month period.
C. Within fifteen (15) days of the end of each month, Concessionaire agrees to
present to the City Manager an unaudited financial operating statement and an activity report
delineating the activities at the Facility during the month. In addition, Concessionaire shall forward
an annual financial statement to the City Manager no later than August 31 following the close of a
fiscal year. Upon termination or expiration of this Agreement, Concessionaire shall forward to
Town a final report for any such partial fiscal year. Such report shall be provided within forty-five
(45) days after the final date this Agreement remains in effect. This report obligation shall survive
termination of this Agreement.
D. Within sixty (60) days after the close of Concessionaire's fiscal year,
Concessionaire shall file a report with Town setting forth the value of all Concessionaire
improvements on the Facility.
E. On an annual basis for each full year, Concessionaire shall perform an audit
as described in Exhibit C and submit to Town an audit report prepared by an independent auditor.
The cost of the audit shall be borne by the Town for the first full fiscal year of this Agreement and
by the Concessionaire for any full fiscal years thereafter. Concessionaire shall maintain, preserve
and protect any and all records requested by the auditor or by Town in the form requested and in
the manner dictated for a period of at least three (3) years.
F. Concessionaire shall submit an annual report detailing accomplishments to
the City Council.
G. Town may, in its sole discretion, undertake a survey of customer satisfaction
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at the end of each year during the term of this Agreement, the results of which shall be shared with
Concessionaire along with a suggested plan for improvements if any are deemed to be needed.
10. Collection of Fees and Charizes Past Due
A. If any person utilizing the Facility fails to pay promptly any sum due to
Concessionaire, then Concessionaire shall give such person written notice of such default, and if
such person fails to pay all sums due within forty-five (45) days of such written notice of default,
Concessionaire shall terminate the right of such person to utilize the Facility, and shall undertake
all necessary actions in accordance with State statute to collect such sum.
11. Concession Fee/ Subsidy
A. Town agrees to pay Concessionaire a monthly Management Payment by the
first day of the month which shall be $3,000.00
B. Town and Concessionaire agree that revenue from all Concessionaire
operated programs other than horseshows including riding, training, clinic, instruction services,
Facility rentals and horse leases further described in Exhibit "B" shall be split with 75% of the net
revenue actually received paid to the Concessionaire and 25% to the Town. Net revenue shall mean
all revenue less any refunds or 3rd party transaction fees. For any program revenue, collected by
the Town, Town shall remit Concessionaire's share of collected funds to Concessionaire within
thirty (30) days following the completion/delivery of services. For any program revenue, collected
by the Concessionaire, Concessionaire shall remit Town's share of collected funds to Town by the
15th day following the month in which the funds are received. The remitting party shall provide the
funds along with a report specifying the date, program recipient name and contact information,
description of service provided and amount of fees collected.
C. Concessionaire shall be limited to four (4) horseshows per year. For each
horseshow, Concessionaire shall remit $500.00 check payable to the Town for the use of the
facility and in lieu of any revenue split described in section B, above.
12. Agreement Enforcement
A. The City Manager shall be responsible for the enforcement of this
Agreement on behalf of Town and shall be assisted therein by those officers and employees of
Town having duties in connection with the administration thereof. Concessionaire and Town agree
to meet on at least a monthly basis at Town Hall to discuss matters concerning Facility
management, maintenance, operations and finance.
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B. Any officers and/or authorized employees and agents of Town may enter
upon the Facility at any and all reasonable times for the purpose of determining whether or not
Concessionaire is complying with the terms and conditions hereof, or for any other purpose
incidental to the rights of Town within the Facility without disruption to Facility users, visitors or
guests.
C. In the event Town commences legal proceedings for the enforcement of this
Agreement or recovery of the Facility and/or any property, Concessionaire does hereby agree to
pay any sum which may be awarded to the Town by the Court for attorney's fees and costs incurred
in the action brought thereon. In the event Concessionaire commences legal proceedings for the
enforcement of this Agreement or recovery of the Facility and/or any property, Town does hereby
agree to pay any sum which may be awarded to the Concessionaire by the Court for attorney's fees
and costs incurred in the action brought thereon.
13. Compliance with Laws
A. In performing any work under this Agreement, Concessionaire shall comply
with all applicable Federal, State, and local statutes, ordinances, rules and regulations, including
but not limited to those related to the hiring of undocumented workers, the Fair Labor Standards
Act and the Americans with Disabilities Act. Concessionaire further understands and agrees it
must pay "prevailing wage" for construction projects which are considered "public works" under
Labor Code § 1720. Concessionaire shall indemnify, defend, and hold harmless the Town and its
agents, officers, and employees from any and all liability, including, but not limited to, wages,
overtime pay, liquidated damages, penalties, court costs, and attorneys' fees arising under any wage
and hour law, including, but not limited to, the Federal Fair Labor Standards Act, for work performed
by the Concessionaire's employees.
In addition to all other requirements for employees to be certified as eligible to be
employed, Concessionaire shall require all prospective employees to be subject to "live scan" to
determine if there is any criminal history which would make the prospective employee a risk to
work with and/or around minor children and complete California Child Abuse Mandated Reporters
training by the CA Department of Social Services.
B. Concessionaire shall operate in full compliance with all applicable
governmental permits, including applicable provisions of the Facility Conditional Use Permit
(Exhibit "D").
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14. Town Events
A. Concessionaire agrees that Town may at no charge or fee hold up to five (5)
public events annually at the Facility. Details of the events and required accommodations by the
Concessionaire are stipulated in Exhibit "E".
15. Possessory Interest Tax
A. Concessionaire understands a possessory interest tax may be imposed
under State or Federal tax law upon Concessionaire's assumption of interest in the Facility and
agrees to pay any such tax if and when due. Such tax shall be considered a boarding facility
expense and be allowed in the Concessionaire's calculation of the Subsidy.
16. Indemnification
A. Town and its officers, agents, employees and representatives (collectively,
the "Town Representatives") shall not be liable for death, injury, or damage of any kind to persons
or property from any cause whatsoever by reason of the use and occupancy of the Stable Facility
by Concessionaire, or by the agents, servants, employees, or invitees of Concessionaire, and
Concessionaire hereby waives all claims and causes of action against Town and the Town
Representatives for any such injury or damage as well as for consequential damages, loss of profits,
and business interruption.
B. Concessionaire agrees to indemnify, defend, and hold harmless the Town,
its officers, agents, employees and Town Representatives from and against any and all liability,
loss, cost, expense, or obligation, including, without limitation, attorney's fees, court costs, and
other expenses, on account of, or arising out of, Concessionaire's performance under this
Agreement; and this Agreement is made on the express condition that Town and the Town
Representatives shall not be liable for, or suffer any loss or incur any liability by reason of, injury
to or death of a person or damage to or loss of any use of property, from whatever cause, in any
way connected with the condition or use of the Stable Facility during the term of this Agreement
or any extension thereof, or the condition or use of personal property or fixtures on or about the
Stable Facility during the term of this Agreement or any extension thereof, whether arising in
whole or in part from active or passive negligence on the part of Town or any Town Representative
and/or from acts for which Town or any Town Representative would otherwise be held strictly
liable, excepting only willful misconduct of Town or the Town Representatives acting in their duly
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authorized capacities. This indemnification obligation shall survive termination or expiration of
this Agreement.
C. Concessionaire accepts the Facility in "as is" condition as of the Effective
Date. Concessionaire agrees Town and the Town Representatives shall not be liable to
Concessionaire or Concessionaire's agents, servants, employees, or invitees for any damage, loss,
or injury caused by the condition or design of, or any defect in, the Stable Facility, even if such
loss, damage, or injury is or was the result of negligence of Town or any Town Representative,
whether active or passive, or from acts for which Town or the Town Representatives would
otherwise be held strictly liable.
D. The foregoing indemnifications shall not apply to: (i) any damage caused
by soils or geotechnical problems, if any, which may have existed at the Facility as of the Effective
Date; (ii) any requirement imposed by the Los Altos Hills County Fire District and Santa Clara
County Fire Department to widen any road or street; (iii) any requirement to make any sewer or
storm drain improvements which Town determines are needed for the public health, safety, or
welfare; or (iv) any liability occurring from operation of the Facility by Town prior to the Effective
Date.
17. Insurance
A. Concessionaire shall procure and maintain, at its sole costs and expense,
comprehensive commercial general liability insurance of not less than two million dollars
($2,000,000.00) per occurrence and five million dollars ($5,000,000) general aggregate.
Concessionaire's insurer must have an A.M. Best Rating of no less than ANII. Such insurance
shall specifically insure performance by Concessionaire of the indemnity set forth in Section 16 of
this Agreement, shall specifically name Town and the Town Representatives as additional insured,
shall provide such coverage as primary and any coverage Town may maintain shall be in excess
thereto, shall include a cross -liability or severability of interest endorsement, and shall provide it
shall not be canceled or modified without at least thirty (30) days prior written notice to Town.
The presence of such insurance and the specification of liability limits for such insurance by Town
shall in no manner limit the liability of Concessionaire under the terms of the indemnification set
forth in Section 16 of this Agreement.
B. Concessionaire shall procure business automobile liability insurance of not
less than one million dollars ($1,000,000.00) per occurrence and one million dollars ($1,000,000)
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general aggregate. Such insurance shall specifically insure performance by Concessionaire of the
indemnity set forth in Section 16 of this Agreement, shall specifically name Town and the Town
Representatives as additional insured, shall provide such coverage as primary and any coverage
Town may maintain shall be in excess thereto, shall include a cross -liability or severability of
interest endorsement, and shall provide it shall not be canceled or modified without at least thirty
(30) days prior written notice to Town. The presence of such insurance and the specification of
liability limits for such insurance by Town shall in no manner limit the liability of Concessionaire
under the terms of the indemnification set forth in Section 16 of this Agreement.
C. Concessionaire shall procure and maintain, at its sole cost and expense,
Worker's Compensation insurance in the amounts required by law.
D. Town shall maintain, at its sole cost and expense, standard form fire,
extended coverage, vandalism, and malicious mischief insurance, insuring all real property and
fixtures located at and comprising the Stable Facility. Concessionaire may, at its sole discretion,
obtain such insurance for personal property maintained by Concessionaire on the Facility.
E. Concessionaire shall deliver to the City Manager certificates of insurance
as required under the Subsections A and B of this Section. Concessionaire shall also deliver to the
City Manager a renewal binder for each policy of insurance required under this Agreement not
later than fifteen (15) days before the scheduled date of expiration of such policy. If
Concessionaire fails to maintain any required policy of insurance, then the City Manager may
obtain said policy upon ten (10) days written notice and Concessionaire shall immediately pay to
Town any costs or expenses incurred by Town in acquiring such policy.
18. Assi nment.
Concessionaire shall not assign or hypothecate this Agreement or any interest created
hereby, nor any rights or privileges herein, nor shall it enter into any agreement allowing the
operation by another person of the concession on the Facility granted by this Agreement or any
portion thereof without the prior written consent of Town which consent may be granted or
withheld at the sole discretion of Town. Any unapproved assignment or agreement shall be void
and confer no rights on or to any third party and shall be cause for termination of this Agreement
by Town, at its sole option. This provision against assignment and hypothecation shall be deemed
to be a continuing covenant and apply not only to Concessionaire, but to any and all assignees,
16
contractors and mortgagees of the Facility and to any who may in any manner acquire any interest
herein.
19. Waiver of Defaults
No waiver of any breach, default or term hereof shall constitute a waiver of any other
breach, default or term hereof, whether of the same or any other covenant or condition.
20. Relationship of Parties
The relationship of the Parties is solely that of owner and Concessionaire, and
nothing in this Agreement shall be construed to create the relationship of agent, servant, employee,
partnership, joint venture or association, as between Town and Concessionaire. Concessionaire
understands and agrees that all persons furnishing services on behalf of Concessionaire pursuant
to this Agreement are, for purposes of Worker's Compensation Liability, employees solely of
Concessionaire and not of Town. Concessionaire shall bear the sole responsibility and liability for
furnishing Workers' Compensation benefits to any person for injuries arising from or connected
with services on behalf of Concessionaire pursuant to this Agreement.
21. Term of Agreement
A. The term of the Agreement is for three (3) years from the Effective Date.
B. Upon expiration of the Agreement term, and subject to the mutual
agreement of the Parties, Town and Concessionaire may extend the term of this Agreement for
two (2) additional consecutive periods of three (3) years each. Concessionaire may seek to extend
the term of this Agreement only if Concessionaire (i) is, at the time of expiration of the extension
thereof, in compliance with all of its obligations hereunder and with all restrictions of record
applicable hereto and (ii) gives written notice to Town of such desire to extend at least 120 days
before the expiration of the then current term.
C. Town may terminate this Agreement at any time and without cause upon
one hundred and eighty (180) days written notice to Concessionaire. Notwithstanding the
foregoing, if Concessionaire fails to perform any of the covenants, conditions, provisions or
agreements contained in this Agreement, or if Concessionaire for any reason is dissolved, or if a
petition in bankruptcy or insolvency is filed by or against Concessionaire, then, in that event, Town
shall have the right to immediately terminate this Agreement and to recover and resume possession
of the Facility. This shall be considered termination "for cause." In the event of a "for cause"
17
termination, Town shall give Concessionaire written notice of its election to terminate this
Agreement and the date upon which such termination is to occur, which shall be not less than ten
(10) days of receipt after the date of such notice. If Concessionaire has not corrected the reason
for the termination "for cause" within the time allotted in the written notice of Town's intent to
terminate Agreement, then termination shall be considered effective.
D. Concessionaire may terminate this Agreement upon ninety (90) days
written notice to Town and shall include in such notice the reasons for cancellation.
E. In the event that Concessionaire shall hold the Facility, or any part thereof,
for any one day after the date upon which Concessionaire is required to terminate possession of
the Facility, Concessionaire shall be deemed liable for the unlawful detainer of the Facility under
the statutes of the State of California, and shall be subject to eviction.
F. Commencing with the third (3) year anniversary date of the start of the
agreement, (March 10, 2020) and at each anniversary date thereafter if agreement is renewed or
extended, the Town, in its sole discretion, and for its sole convenience, may terminate the agreement
for any reason whatsoever. Termination hereunder shall be effected by the delivery of a notice of
termination to the Concessionaire specifying the extent to which the performance of work is
terminated and the date upon which such termination shall become effective. The effective date of
such termination shall be no less than one hundred eighty (180) days from the date of the notice.
G. Without limiting the generality and the effect of any of the preceding
provisions of this Agreement, Concessionaire covenants and agrees, upon the termination of this
Agreement, that it will immediately peaceably surrender and deliver in good condition to Town
the Facility, together with the improvements, appurtenances, furniture, furnishings, equipment and
other Town property located thereon. Concessionaire agrees to leave a minimum two month
supply of hay, feed and bedding based on occupancy on Effective Termination Date of Agreement.
22. Attorney's Fees
If either Party brings any action or proceeding to enforce, protect, or establish any right or
remedy in this Agreement, then the prevailing Party shall be entitled to recover reasonable
attorney's fees.
23. Force M ieure
Performance by either Party hereunder shall not be deemed to be in default where delays
or defaults are due to war, insurrection, strikes, lock -outs, riots, floods, earthquakes, fires,
18
casualties, acts of nature, acts of the public enemy, epidemics, quarantine restrictions, freight
embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually
severe weather, inability to secure necessary labor, materials or tools, delays of any contractor,
subcontractor or supplies, acts of the other party, acts or failure to act of any other public or
governmental agency or entity (other than acts or failure to act of Town shall not excuse
performance by Town) or any other causes beyond the control or without the fault of the Party
claiming an extension of time to perform. An extension of time for any such cause shall be for the
period of the enforced delay and shall commence to run from the time of the commencement of
the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30)
days after knowledge of the commencement of the cause. Times of performance under this
Agreement may also be extended in writing by mutual agreement of Town and Concessionaire.
24. Independent Contractor
A. Concessionaire is and shall at all times remain as to Town a wholly
independent contractor. The personnel performing the services under this Agreement on behalf of
Concessionaire shall at all times be under Concessionaire's exclusive direction and control.
Neither Town nor any of its officers, employees, or agents shall have control over the conduct of
Concessionaire or any of Concessionaire's officers, employees or agents, except as set forth in this
Agreement. Concessionaire shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, employees, or agents of the Town.
Concessionaire shall not incur or have the power to incur any debt, obligation, or liability whatever
against Town, or bind Town in any manner.
B. No employee benefits shall be available to Concessionaire in connection
with the performance of this Agreement. Except for the fees paid to Concessionaire as provided
in this Agreement, Town shall not pay salaries, wages, or other compensation to Concessionaire
for performing services hereunder for Town. Town shall not be liable for compensation or
indemnification to Concessionaire for injury or sickness arising out of performing services
hereunder.
25. Transition of Stable to Concessionaire
This Agreement does not obligate Concessionaire to utilize any employee,
contractor, or supplier of the Town. Concessionaire shall have sole discretion in the hiring,
scheduling, discipline and termination of any and all employees working on the Facility pursuant
19
to this Agreement. Town represents that Concessionaire is free to hire existing barn employees,
that their employment is acceptable to the Town and that there are no fees due any party for hiring
these existing employees.
26. Successors in Interest
Each and all of the terms, conditions, covenants and obligations hereof shall inure
to the benefit of and bind the heirs, personal representatives, successors and assigns of the parties
hereto and all persons holding under or through them or any of them. All of Concessionaire's
covenants hereunder, including those against assignment and subletting, are continuing and
binding without exception on all who take or acquire any interest hereunder. Without limiting or
qualifying any of the foregoing provisions of this Agreement, every person taking any interest
hereunder, by, through or under Concessionaire shall by virtue of taking or acceptance of such
interest and without further act be deemed to have become bound hereunder not only by privity of
estate, but of contract, and to have assumed and agreed to perform all of the covenants and
obligation of Concessionaire hereunder to the same extent as though such assignee had personally
executed this Agreement.
27. Notices
All notices shall be in writing and shall be sufficiently given and served upon the
other party by hand delivery, first class mail, registered or certified, return receipt requested,
postage prepaid and addressed as follows:
To the Town:
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Attn: City Manager
To the Concessionaire:
Victoria Dye Equestrian, LLC
650 Castro Street, Suite 120-347
Mountain View, CA 94041
28. Exhibits Incorporated by Reference
This Agreement consists of twenty-two (22) pages (including signature pages) and
nine (9) exhibits. All Exhibits attached hereto are incorporated by reference in this Agreement as
PLO]
though fully set forth herein. In the event of conflict between the provisions contained in this
Agreement and any Exhibit, the provisions of this Agreement shall prevail.
29. Governing Law, Jurisdiction, Venue
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of California. The Concessionaire agrees and consents to the exclusive jurisdiction of
the courts of the State of California for all purposes regarding this Agreement and further agrees
and consents that venue of any action brought hereunder shall be exclusively in the County of
Santa Clara.
30. Entire Agreement
This Agreement contains the entire understanding between the parties relating to the
obligations of the parties described in this Agreement. All prior or contemporaneous agreements,
understandings, representations, and statements, oral or written, are merged into this Agreement
and shall be of no further force or effect. Each party is entering into this Agreement based solely
upon the representations set forth herein and upon each party's own independent investigation of
any and all facts such party deems material.
Executed at Los Altos Hills, California, on the dates set forth hereafter.
Date: / 0 d01-7
ATTEST:
APPROVED S TO FORM:
CI Y ATT NEY
TOWN OF LOS ALTOS HILLS
21
CONCESSIONAIRE U i CV\(E I'DU 6S T Y-' hTJ
Date: ! "z"3/ �� By:
Its:
Date: By:
Its:
22
EXHIBIT LIST
Exhibit A
Stable Facility Description
Exhibit B
Instructional Riding Program Description
Exhibit C
Agreed-upon Audit Procedure
Exhibit D
Conditional Use Permit
Exhibit E
Town Events
Exhibit F
Westwind Riding Institute Agreement
Exhibit G
Westwind Barn Manager Duties
Exhibit H
Pacific Ridge Pony Club Agreement
Exhibit I
Vision of Operating Principles for Westwind Community Barn
Exhibit A
Westwind Barn Overall Site Plan
Westwlnd Community Barn and Byrne Preserve
WCB, a 15 acre property located at 27210 Altamont Road, Los Altos Hills, CA 94022; Is a Town Parks and Recreation facility that is owned
and currently operated by the Town of Los Altos Hills. Adjacent to the WCB property is the Byrne Preserve, a 50+ acre Open Space
Preserve that is also used to pasture horses. The main building on the property, a 20,000 square foot barn, is an iconic structure that has
been preserved through individual generosity and public foresight. Together, the two facilities have a combined permitted limit of 54
horses. The adjacent Byrne Preserve property has a capacity limit of 10 horses.
In 2009, WCB underwent extensive $2 million renovations, making it a state-of-the-art horse boarding and training facility.
Description of Facility and Services
The WCB is a recreation facility open to the general public and has connections and access to the Town's extensive pathway system.
In addition to being a horse boarding facility, the barn is the home to the 4H's Riding Program for the Disabled, the Pacific Ridge Pony
Club and the Town's Riding programs. The barn serves as the location for five community events a year including: Hoppin' Hounds,
Earth Day, Pathways Run/Walk, Hoedown and Barn Lighting. The Town also reserves the right to use the property for up to three (3) TBD
additional events per year.
Facilities
The facility now has the following features:
• 20,000 square foot barn Is currently configured for 20 stalls (approximately 12' x 12') for boarding, 6 tack rooms, 4 Indoor
grooming stalls, hot water wash racks, 8,000 sq. ft. hay loft, public restroom facilities including a shower, barn manager's office,
meeting room with small kitchen, and a sheriff's office
• Multiple cross ties, wash racks and tie rails
• 50' x 100' all-weather rubber and sand dressage court
• 100'x 200' all-weather rubber and sand jumping arena
• 51' Eurofelt round pen
• Fifteen (15) paddocks
• One (1) feeding pasture of approximately 2.7 acres with capacity of 14 horses
• 4H barn/paddocks with capacity of 8 horses
• Cross-country track around the lower half of the property
• Connections to the Town's Pathways system
• The capacity of the facility, including Byrne Preserve, is currently 54 horses per the Council approved Conditional Use Permit (39-
02 -CUP) see Attachment S. Note: Upon request by the Concessionaire, the City Council may consider a revision to the permit
requirements relative to the maximum number of horses that the property may permit
• Byrne Preserve with capacity of ten (30) horses with two (2) spaces allocated to the 4H
• The facility Is currently configured for 5 trailer parking spots
• An Irrigation water well exists on the property; it is used to water the lower arena for dust and fly control. Depending on the
water table, the well may not supply water all year long
• Solar hot water system
• Public sanitation sewer system
Exhibit A
Westwind Barn Facility Plan
4-H Barn, Turnout Paddocks, and Pasture
Town Turnout (13) and Boarding Paddocks (2)
24
Exhibit B
Town Riding Program Parameters
The programs offered by a former vendor to the Town were extremely successful, received parent
and rider support for excellence and provided entree to other riding opportunities at Westwind
Community Barn. The Concessionaire would provide a comparable program in quality and
scope.
Programs offered over the last ten years were developed to provide quality, low student to teacher
ratio for beginner riders on well -cared, reliable, experienced school horses and to act as a
"feeder" for the community to become more involved with horses and Westwind Community
Barn. The flow advanced children through the different skill levels in the riding programs on to
Pony Club and eventual horse ownership or leasing, training and in many cases working as
volunteer instructors and assistants for the Westwind Riding Institute's disabled riding program.
The programs through the former vendor also enabled the leasing of school horses for use by non -
horse owning Pony Clubbers for Pony Club sessions, events and practice rides.
ouality
Low student to instructor ratio
Well -cared, reliable, experienced, school horses to accommodate many riding skill levels
Riding Program-- all levels - based on Pony Club curriculum (whole horsemanship)
- Year Round Riding Program
- Summer and School Breaks Camp
Promotes graduation into other riding opportunities art Westwind
Summarized Text from Recreation Guide:
"The Year Round Riding Program (YRRP) offers riding lessons geared towards the beginning
and intermediate rider. Participants will learn the basics of riding in a beautiful park -like setting.
The program focuses on learning to maintain an independent, balanced seat, tactful
communication between horse and rider, and correct equitation. Each session is six weeks in
length. Safety helmets are required for all mounted work and can be provided. Participants must
come neatly dressed in form -fitting pants (no shorts), boots with heels, and a shirt that covers the
shoulders. Jewelry is not allowed. Hair must be pulled back and out of the rider's face."
Summer Camps
"A real barn experience, this program focuses on responsible, considerate care of horses. Each
rider is assigned to his or her horse for the week, resembling the responsibility and fun of horse
ownership. Graduates of summer camp have moved into Pony Club and Olympic -level
instruction. We offer quality ponies, pony club curriculum, a low student to instructor/assistant
ratio in a park -like setting, with horse games, vaulting and a horse show on the last day of camp."
"Advanced camp is for riders jumping comfortably at 2'3". Each day will be devoted to a
different discipline of eventing: dressage, stadium jumping and cross country. Each lesson will
be videotaped. The instructor and students will analyze the videotape at the end of the day and
develop strategies to improve the overall ride as well the rider's position and striding. Horse
management will cover advanced topics such as conditioning, bandaging and nutrition."
Please note: Current Activity Guide available on Town website.
Prepared by Parks and Recreation Committee
Date: May 31, 2013
Exhibit C
Westwind Barn
Agreed -Upon Procedure
A."'Perform cash receipt testing for one randomlyselected month
1. Compare boarding receipts to boarding agreements
2. Compare program receipts to program fee and enrollment agreement
3. Trace receipts to bank statement and to the general ledger
4. Compare total payments from Town to amount recorded on VDE's
accounting records
5. Attest reasonableness of total lessons revenues and boarding revenues
throup,h June 30. 2015
C. Compliance with Section 9 of Agreement'
1. Compare tax return and December general ledger balance for
completeness
2. Confirm record retention in compliance with Section E (3-vear)
LOSALTOS HILLS
March 21, 2005
Mr, Dan Alexander
Friends of Westwind Barn
27210 Altamont Road
Los Altos Hills, CA 94022
RE: File #39 -02 -CUP
27210 Altamont Road
Conditional Use Permit Renewal
Dear Mr, Alexander:
Exhibit D
Your request for a Conditional Use Pen -nit renewal was approved at the City Council meeting of
March 3, 2005. Please note the following conditions which apply to this approval:
A. PLANNING DEPARTMENT
All conditions of the Westwind Barn Conditional Use Permit approved by the
City Council on April 20,1977 and as amended by the Planning Commission on
January 9, 1985, April 26`h, 1995 and September 12th, 2002 shall be conditions of
this approval.
The perimeter of the upper hillside portion of the feeding pasture shall be
permanently fenced and animals shall have no access to this area, (CUP#39-02
renewal March 3, 2005)
3. in the event that any of the conditions ofthis permit are not satisfied, the Planning
Department may cause a noticed public hearing to be sent to review whether the
permit should be continued; and upon a showing of compelling public necessity
demonstrated at the noticed public hearing, the Town may add, amend, or delete
conditions and regulations contained in this permit. (CUP #11-95)
4. This permit does not authorize the applicant to intensify the authorized activity
beyond that which is specifically described in this permit. (CUP #11-95)
5.. This Use Permit shall be issued in the name above and the life of this Permit shall
run with the life of the ownership of the property or until it is amended or
cancelled, (Property designated as parcel # A&4, 14.96 acres.) (CUP 48022-77)
26379 Fremont Road
Los Altos Hills
California 94022
650/941-7222
Fax 650/941-3160
Westwind Barn C.U.P Exhibit D
March 21, 2005
Page 2
6. The number of horses to be kept or maintained at this facility shall not exceed 54..
(CUP439-02 renewal March 3, 2005)
Any proposed new buildings or structures shall require an amendment to this Use
Permit. (CUP #8022-77)
8, There shall be twenty-four (24) hour supervision of said premises by a competent
attendant who is knowledgeable about horse care and authorized to see that the
conditions of this Use Permit are met. (CUP #8022-77)
9. A business License shall be required and shall be renewed annually on January
I", as long as all conditions of this Use Permit have been met., (Amount of fee is
specified by Section 3-1.209 of LAH Municipal Code.) (CUP #8022-77)
10, Staff, Planning Commission and City Council shall conduct an annual review of
this Permit to assure compliance with conditions and all conditions shall be
subject to amendments and/or additional conditions as deemed necessary by the
City Council. (CUP #8022-77)
11, All requirements of the Santa Clara County Health Dept. shall be met:
a. Drainage from stables, corrals, pens, barns, etc... must not enter a natural
watercourse.
b. Animal quarters must be swept clean, sprayed and otherwise kept in a
sanitary manner so as to prevent unnecessary odor, fly breeding and rodent
attraction.
12. Manure shall be disposed of regularly by spreading, collection in an appropriate
bin or removal from site. (CUP #8022-77)
13. All requirements of the Los Altos Fire Department shall be met as designated by
the office inspecting the facility.. (CUP 48022-77)
14. There shall be no external lighting, other than that needed for safety and security.
All fixtures should be adequately shielded to prevent any nuisance to adjoining
property owners. (CUP #802277)
15., All driveways, parking areas, and horse riding areas shall be maintained in a
manner sufficient to control dust to a level compatible with adjoining uses. Except
as otherwise permitted by this use permit the cars of
guests and visitors shall at all times be parked on the property. (CUP #8022-77)
Westwind Barn C.U.P
March 21, 2005 Exhibit D
Page 3
16, Public riding instructions may be given. This shall be under the supervision of
qualified instructors. (CUP #8022-77)
17. Parking of horse trailers limited to twenty-four (24) hours except for horse trailers
not exceeding six (6) at any time, belonging to lessee or its management. Parking
of the horse trailers shall be restricted to Lot 4. (CUP #8022-77)
18, Any horse breeding operations are to be conducted in an enclosed, discreetly
located area during normal working hours and in a safe manner. (CUP #8022-77)
19, The applicant shall maintain existing trees and shrubs for landscaping to mitigate
the visual impact from offsite. Such landscaping shall not interfere with buildings
or the program at the site. The condition of the trees and shrubs shall be evaluated
every spring and the replacement, as needed, to maintain the mitigation of off site
view, shall occur by June 1 of each year. (Amended by Planning Commission
January 9th, 1985)
20. All equipment necessary for the operation of the stable shall be kept in good
repair. Equipment generating noise shall be subject to the Town's noise ordinance
and a time schedule approved by the town. (Amended by Planning Commission
January 9th, 1985)
21, There shall be no more than five (5) horse shows per year, to be held between
9:00 A.M. and 5:00 P.M. A schedule of these shows and other scheduled events
must be filed with the Town, in writing, at least seventy-two (72) hours prior to an
event. Street and/or driveway parking will be allowed at the discretion of Town
staff. When there is parking in the streets or driveway, parking attendants as
requested by Staff will be present. (Amended by Planning Commission January
9th, 1985)
22. Use of a public address system shall be limited to the permitted horse shows and
for other special events with prior City Council approval, and used in such a
manner as not to be a nuisance to the adjacent property owners. (Amended by
Planning Commission January 9th, 1985)
B.. ENGINEERING:
23. Any, and all, changes to the existing grading and drainage plan shall first be
approved by the Engineering Department. No grading shall take place during the
grading moratorium between November 1 and April 1 except with prior approval
from the City Engineer. No grading shall take place within ten feet of any
property line. (CUP #11-95)
Westwind Bann C.U.P
March 21, 2005
Page 4
Please contact us if you have any questions.
Sincerely,
Carl Cahill
Planning Director
cc: Brian Froelich
Exhibit D
Exhibit E
REQUIRED TOWN EVENTS
Expected duties performed by WCB Concessionaire
Hoppin' Hounds (Saturday, March 19):
• Some event items are held onsite prior to the event and removed after the
event.
• Takes place in Byrne Preserve.
• Barn Staff ensures that horses in Byrne Preserve are brought in the night
before the event.
2. Earth Day (Sunday, April 27):
• The public event draws roughly 600 people and takes place around the Barn
and inside of the gate.
• The event blocks trailer parking; any who will need access shall move their
trailer the night before the event.
• A few days prior to the event Town Staff begins staging, bar must be
brought down, porta-potties are delivered, signage hung, etc.
• Barn staff.
➢ Completes a thorough barn cleaning;
➢ Extra bathroom/kitchen supplies stocked, etc.;
➢ Removes all horses from the L shaped area of the Barn due to animal
presentations;
➢ Provides temporary storage of event materials in an area of
approximately one stall for not more than one week per event;
➢ For safety, horses remain in their stalls from 11:30am-4:30pm.
• No riding is allowed in the upper arena for the duration of the event.
3. Pathways Run/Walk (Saturday, May 10):
• The public event draws roughly 800 people and takes place in the parking
lot. Race routes extend through WCB, Byrne Preserve and neighboring
areas.
• The event blocks trailer parking; any who will need access shall move their
trailer the night before the event.
• The barn shuts down for this morning public event.
• A few days prior to the event Town Staff begins staging, storage space is
needed, porta-potties are delivered, signage hung, etc.
• Barn staff:
➢ Completes a thorough barn cleaning;
➢ Extra bathroom supplies stocked;
➢ Ensures that horses in Byrne Preserve are brought in the night before
the event;
➢ For safety, horses remain in their stalls from 7:30am - Noon.
4. Hoedown (Saturday, September 6):
• This public event draws roughly 600 people and takes place around the Barn
and inside of the gate.
Exhibit E
• The event blocks trailer parking; any who will need access shall move their
trailer the night before the event.
• A few days prior to the event Town Staff begins staging, the bar must be
brought down, porta-potties are delivered, signage hung, etc.
• Barn staff:
➢ Completes a thorough barn cleaning;
➢ Stocks extra bathroom/kitchen supplies, etc.;
➢ Provides temporary storage of event materials in an area of
approximately one stall for not more than one week per event.
• The Barn stakeholders usually host a 30 minute horseshow.
• Riding is not allowed for duration of the event.
5. Barn Lighting (Sunday, December 7):
• Pending weather, this public event draws roughly 300 people and takes place
around the Barn and inside of the gate.
• The event blocks trailer parking; any who will need access shall move their
trailer the night before the event.
• A few days prior to the event Town Staff begins staging, storage space is
needed, bar must be brought down, signage hung, etc.
• Barn staff:
➢ Completes a thorough barn cleaning;
➢ Stocks extra bathroom/kitchen supplies, etc.;
➢ Provides temporary storage of event materials in an area of
approximately one stall for not more than one week per event.
• Weather Permitting, pony rides will be held either in the round pen or
around the barn.
• A petting zoo is hosted in one stall.
6. TBD Town Events (Up to Three, Dates TBD):
• The Town reserves the right to conduct up to three additional events
annually as needed. At this writing, no new events are scheduled or known;
this paragraph is included as a placeholder for future events TBD. The
Concessionaire shall allow for such one -day events should they occur.
Exhibit F
FACILITY USE AND MAINTENANCE AGREEMENT
BETWEEN WESTWIND RIDING INSTITUTE
AND THE TOWN OF LOS ALTOS HILLS
This agreement for use and maintenance of the 4-H Barn Facilities at Westwind Barn
("Agreement") is made and entered into on this 20`h day of June. 2013 by and between
the TOWN OF LOS ALTOS HILLS, a municipal corporation ("TOWN") and the
Westwind Riding Institute (WRI). In consideration of their mutual covenants, the parties
agree hereto as follows:
1. Purpose. This Agreement authorizes WRI to use specified areas of
Westwind Barn (identified herein as the "411 Barn Facilities") and to use on a non-
exclusive basis Byrne Preserve and makes WRI responsible for maintaining the "4H"
Barn Facilities in a competent and professional manner in order to operate the 4H Riding
for the Disabled program. WRI may keep a maximum of eight (8) horses at the 4H Barn
Facilities. Two (2) of the eight (8) horses may be kept at Byrne Preserve for grazing
purposes. WRI shall be provided the current tack room, or a reasonably equivalent and
convenient alternative tack facility. Hay storage space sufficient to store a minimum of
19 bales of hay shall be available in the 4H Barn Facilities for feeding of 4H and pasture
horses.
WRI currently has exclusive use of upper arena shown on Exhibit A to provide horseback
riding instructions during the days and times specified in Exhibit B. Activity scheduling
as shown in Exhibit B shall remain essentially the same as the current schedule, subject to
mutual agreement of WRI and Concessionaire. This Agreement supercedes any prior use
agreements between the Town and WRI.
2. Premises. The premises covered by this Agreement include limited non
exclusive use of Byrne Preserve (APN: 182-21-016), Westwind Barn (27210 Altamont
Road), and the 4-H Barn Facilities located within Westwind Barn (collectively,
"Premises"). The 4-H Barn Facilities include a four stall barn, a four stall shed row, the
adjoining paddocks, and the side pasture, described more particularly in Exhibit A.
3. Term. The initial term of the Agreement shall be from August 1, 2013
through July 31, 2016, unless terminated earlier pursuant to Section 5 of this Agreement.
4.Renewal. This Agreement shall be subject to renewal, upon mutual consent
of the parties, for additional three-year periods. If a party desires to not extend the term
as provided herein that party will provide written notice to the other party of its intent not
to renew the Agreement no later than April l of the final year of the term of the
Agreement.
5. Termination. Either party may terminate this Agreement without cause upon
three hundred and sixty-five (365) days written notice. TOWN may immediately
terminate or suspend this Agreement for cause. Cause for immediate termination or
suspension shall include, but not be limited to, any breach of this Agreement by WRI.
Exhibit F
Notwithstanding the foregoing, in the event that the Town of Los Altos Hills elects to
cease all equine activities at the Westwind Barn Facility, this Agreement may be
terminated on 180 days written notice to WRI.
6. Maintenance. WRI shall provide maintenance for the 4H Barn Facilities and all
improvements thereto sufficient to maintain them in a fully usable condition. The term
"maintenance," when used herein, shall mean all work required or undertaken to clean,
maintain, and repair any and all 4H Barn Facility improvements, including, but not
limited to, stalls, paddocks, grounds and entryways. WRI shall cause the 4H Barn and
Premises to be inspected and cleaned with sufficient frequency and intensity to
competently operate said facility. The 4H Barn Facilities should be kept in working order
and in a reasonably clean and sanitary condition. Maintenance work shall be performed in
a good and workmanlike manner to the satisfaction of the Town. WRI may contract for
all on-going maintenance. In the event that the Town elects to make any major structural
improvements to the 4H Barn Facilities that result in any portion of the 4H Barn
Facilities unusable during the construction, WRI and the Town shall cooperate to
identify alternative space at Westwind Barn for the WRI activities authorized herein.
7. Costs. WRI shall pay the Town the sum of $1 per year for rental of 4H
Barn Facilities and for limited non-exclusive use of Byrne Preserve. In addition, WRI
shall be solely responsible for all maintenance costs of the 4H Barn Facilities. Also,
WRI shall also be solely responsible for payment of all equine service costs of the 4H
Barn Facilities provided by the Concessionaire or the Town if there is no Concessionaire
as specified in Exhibit C. The fee for equine services as of July 1, 2013, is $1,929.00 per
month but shall be modified each July 1 s` based on the change in the Consumer Price
Index for the San Franciscio Bay Area for the prior twelve months.
8. Compliance with Laws. WRI shall fully comply with all applicable local,
state, and federal rules, laws, regulations and ordinances and use its best efforts to ensure
that all participants in its activities will comply with the same.
9. Statements and Rosters. WRI agrees to provide the following to the TOWN
upon request:
a. Annual financial statements
b. 4H class participant rosters for each riding session
c. Annual roster of WRI board of directors
d. 4H emergency notification and liability release forms
e. Written emergency procedures
10. WRI Obligations. WRI shall allow only the following persons to handle
horses and/or retrieve horses from Byrne Preserve: (1) suitably qualified and experienced
horse handlers; or (2) persons who are supervised at all times by a suitably qualified and
experienced horse handler who is an employee or agent of WRI.
11. Hold Harmless. WRI agrees to indemnify, defend and hold harmless the
TOWN, its officers, agents and employees from any and all demands, claims or liability
2
Exhibit F
of any nature, including personal injury and death, which may arise out of or occur by
reason of any act or omission of its part, or the part of its employees, contractors, agents
or representatives arising in any way out of its performance of this Agreement, except to
the extent that such liability is caused by the gross negligence or willful misconduct of
the TOWN.
WRI also agrees to require any contract in excess of $5,000 with its maintenance
contractors or subcontractors to contain a provision requiring that the maintenance
contractor or subcontractor indemnify, defend and hold harmless WRI and the TOWN
and its officers, agents and employees from any and all demands, claims or liability of
any nature which may arise out of or occur by reason of any act or omission on the
maintenance contractor or subcontractor's part, or the part of any of its employees,
contractors, subcontractors, agents or representatives in furtherance of or related to the
contract with WRI.
12. Insurance. Upon execution of this Agreement, and at all times during this
Agreement, for its sponsored community riding programs and special events, WRI shall
maintain insurance in the amount of at least one million dollars ($1,000,000) combined
single limit for bodily injury and property damage and shall provide the TOWN evidence
annually that such a policy is in force. TOWN shall be named as an additional insured in
such policy.
WRI's maintenance contractors and subcontractors, for projects exceeding $5,000, shall
have in full force and effect, at their sole expense, for the joint benefit of the contractors,
WRI and the TOWN, liability insurance in which WRI and TOWN are named as
additional insured. The insurance thereunder shall be in the amount of at least one million
dollars ($1,000,000) combined limit for bodily injury and property damage, shall be
carried by insurers authorized to transact business in California, and shall be primary as
to TOWN and WRI and non-contributory with any insurance which may be carried by
TOWN or WRI. The insurance policy shall have a thirty (30) day notification to TOWN
and WRI before any change in the policy or cancellation. WRI shall keep a current
certificate of insurance from its contractors and subcontractors on file with the TOWN at
all times.
13. Non -Discrimination. No discrimination shall be made in the employment
of persons under this Agreement because of race, color, national origin, age, ancestry,
sexual orientation, religion or gender.
14. Independent Contractor. At all times during the term of this Agreement, WRI
acknowledges and the parties hereby agree that WRI shall be an independent contractor
and that neither it, nor its agents, employees, or volunteers are agents or employees of the
Town for any purpose whatsoever. Town shall have the right to control WRI only to the
extent expressly provided in this Agreement. Except as expressly set forth in this
Agreement, Town shall not have the right to control the means by which WRI
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, WRI
Exhibit F
and its employees, agents, and subcontractors providing services under this Agreement
shall not qualify for or become entitled to, and hereby agree to waive any and all claims
to, any compensation, benefit, or any incident of employment by Town, including but not
limited to pension plans, unemployment insurance, Worker's Compensation insurance
and group insurance plans.
(a) All personnel necessary to accomplish the purposes as set forth herein
shall be at the cost and expense of WRI and those personnel shall be directly
responsible and accountable to WRI and not to the Town.
(b) Employees of WRI are not employees or agents of the Town. The Town
shall have no involvement in decisions regarding the hiring, training, discipline,
compensation, termination, or supervision of WRI's employees. WRI shall comply
with all applicable laws related to the employment of their employees. The parties
agree that it shall be a material default of this Agreement if WRI does not comply with
any applicable laws related to employment of its employees.
15. Assignment. This Agreement shall not be assigned or transferred without the
prior written consent of the TOWN, which consent may be withheld in the TOWN's sole
discretion. No changes or amendments to the Agreement of any kind are authorized
without the consent of the TOWN'S City Manager and WRI's Board of Directors.
16. Sublet. WRI shall not have the authority to sublet any portion of the
Premises. Sponsorship arrangement of WRI horses for members and donors are allowed
but WRI shall not rent or lease the horses to the general public.
17. Amendment, This Agreement shall not be amended or modified except by a
writing executed by the Parties hereto.
17. Default. In the event that WRI defaults in the performance of its
obligations under this Agreement, TOWN shall provide WRI with written notice of the
default. If WRI fails to cure the default no later than thirty (30) days after receipt of said
written notice, TOWN may terminate this Agreement and/or exercise any remedy
available to it by law and/or under this Agreement.
18. California Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The venue for any legal action
pertaining to this Agreement shall be Santa Clara County, California.
19. Entire Agreement. This Agreement and any exhibits attached hereto and
incorporated herein by reference contain the entire agreement between the Parties hereto
with respect to the subject matter of this Agreement except as set forth herein. It is
expressly understood by each of the Parties that this Agreement may not be altered,
amended, modified or otherwise changed in any respect whatsoever, except by a writing
executed by all Parties hereto.
4
Exhibit F
20. Severability. If any term, condition or provision of this Agreement is declared
illegal or invalid for any reason by a court of competent jurisdiction, the remaining terms,
conditions and provisions shall nevertheless remain in full force or effect.
21. Notices. Any material changes to this contract or the relationship between
TOWN and WRI must be noticed or communicated in writing and sent to the Parties at
their respective addresses specified below or to such other address as the Parties may
designate by written notice delivered to the other Party in accordance with this Section.
All such notices shall be sent by:
a. Personal delivery, in which case notice is effective upon delivery;
b. Certified or registered mail, return receipt requested, in which case notice
shall be deemed delivered upon receipt if delivery is confirmed by a return
receipt or upon attempted delivery if delivery is refused;
If to City: Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Attention: City Manager
If to WRI: Westwind Riding Institute
27210 Altamont Road
Los Altos Hills, CA 94022
Attention: President
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
IM:
By: XB y:
Nancy Vouperds, President Carl Cahill, City Manager
ATTEST:
APPROVED AS TO FORM
Deborah Padovan, City Clerk Steven T. Mattas, City Attorney
2092689.1
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Exhibit B
4-H Barn Facilities Use and Maintenance Agreement
ARENA USE SCHEDULE
(Upper Arena)
4-H has exclusive use of the upper arena to conduct the 4-H Riding for the Disabled program. 4-H holds
three 10 -week riding lesson sessions in each month of the Fall, Winter and Spring seasons. Lessons are
held Mondays and Thursdays from 4:00pm-5:00pm. In July, four (4) Monday evening sessions are held
from 7:00pm-8:00pm. A sample schedule from 2012-2013 is included below:
WtSTIMD 4-H RIDING FOR THE HANDICAPPED
2012-2018 SCHEDULE
Orientation: Saturday, September 8 (11 am)
Mondays 4:00 PM
Thursdays, 4:00 PM
September 10, 17, 24
September 13, 20, 27
October 1, 8, 15, 22, 29
October 4, 11, 18, 25
November 5, 19
November 1, 8, 15
Orientation: Saturday, January 5 (Noon)
Mondays 4:00 PM Thursdays, 4:00 PM
January 7, 14, 28 January 10, 17, 24, 31
February 4, 11, 25 February 7, 14, 21, 28
March 4,11, 18, 25 March 7, 14
SPRING SESSION 2013
Orientation: Saturday, March 30 (Noon)
Mondays 4:00 PM Thursdays, 4:00 PM
April 1, 8, 15, 22, 29 April 4, 11, 18, 25
May 6, 13,-20 May 2, 9, 16, 23, 30
June 3, 10 June 6
Orientation: Saturday, July 6 (Noon)
Mondays 7:00 PM
July 8, 15, 22, 29
2092688.1
Exhibit C
4-H Barn Facilities Use and Maintenance Agreement
EQUINE SERVICES
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4
ri,
Bedding
Provide bedding material for 4-H barn stalls (4)
As needed
Feeding for up to six (6) horses in 4-H barn
2x/day, 7 days/week
Feeding
stalls and shed row stalls
(Monday -Sunday)
Cleaning
Cleaning of up to six(6) stalls including:
lx/day, 5 days/week
4-H barn stalls (4)
4-H shed row stalls (2)
(Monday -Friday)
Turnout
Maximum of 2 horses
lx/day, 5 days/week
(Monday -Friday)
Exhibit G
Barn Manager Duties
At a community barn like Westwind, a working manager performs a multitude of functions
necessary for the safe and smooth running of the barn. Of all of these tasks, "administration"
is just one responsibility that is ancillary to the primary mission but not part of the mission.
A working manager:
* Provides an active presence whenever activities are going on — enforcing Barn rules, advising
horsemen who do foolish and unsafe things
* Checks the quality of hay when it is delivered
* Inspects the paddock fencing to make sure it's safe
* Inspects arena fencing and repairs as necessary
* Ensures that all the horses in paddocks have access to water
* Checks that all water troughs are clean and auto -fill mechanisms operational
* Periodically checks arena sprinklers to see if they need adjustment
* Maintains arenas and round pen —trains stable hands on proper maintenance and grooming
* Takes proactive measures to keep flies under control — ensures that manure is regularly
cleaned from the paddocks and the feeding pasture and emptied from the wheelbarrow/muck
buckets in the arenas, round pen and side yard (at a minimum 2 times a week)
* Routinely checks the gates to ensure operational safety and that they're not out of
adjustment
* Routinely monitors Byrne Preserve fencing and ensures corrective measures taken before the
fences are so weakened as to provide an escape for the pastured horses
* Routinely inspects that stalls are properly bedded and horses are fed correctly
Exhibit G
* Monitors the well being of all of the horses — including those in the paddocks and in the
feeding pasture
* Ensures that all horses are current with immunizations
* Assures that required inspections of fire extinguishers and sprinkler system are conducted, as
well as annual fire inspections with the county fire department
* Assures cleanliness of bathroom and kitchen (stocks bathroom with paper towels, toilet
paper, and soap; maintains first aid kits and emergency flashlights)
* Inspects and takes action for rodent control in the barn and on the property
* Establishes self as authority figure at the barn while maintaining courteous, friendly, and
professional relationships with all groups at the barn
*Works with the trainers and their needs
* Represents the barn to the outside world in the context of Public Relations and recruitment of
new boarders
Exhibit H
FACILITIES USE AGREEMENT, INDEMNIFICATION,
AND LIABILITY RELEASE BETWEEN PACIFIC RIDGE PONY CLUB
AND THE TOWN OF LOS ALTOS HILLS
This Agreement, Indemnification and Liability Release (hereafter, 'Agreement") is
being made and entered into as of this „ day of D16r- l-1 , 2012, by
and between the TOWN OF LOS ALTOS HILLS, a municipal corporation
("TOWN"), and Pacific Ridge Pony Club, hereinafter referred to as "PONY
CLUB".
1. Premises. Under the terms and conditions set forth in this Agreement,
TOWN will allow PONY CLUB to use the Westwind Community Barn ("BARN")
facilities with the street address of 27210 Altamont Road, Los Altos Hills,
California, 94022. The general premises of the BARN and its facilities, including
?' barns, arenas, and cross country course, shall be 'hereafter referred to as
"BARN."
2. Purpose., The Barn authorizes PONY CLUB to use the bam facilities and
the surrounding land including the cross country course located at BARN
premises In accordance with BARN rules. PONY CLUB intends to offer a
program that teaches the care of horses and ponies, riding and mounted sports.
3. Renewal. This Agreement shall become effective M&rOl 2012,
and shall automatically renew on January 1 of each subsequent year unless
terminated by TOWN or PONY CLUB pursuant to paragraph 4, below. Unless
terminated, this Agreement shall remain in effect at all times as PONY CLUB
transacts business on the BARN, uses the BARN, and/or provides training,
guidance and/or riding instruction on or near the BARN.
4. Termination. Either party may terminate this Agreement without cause
and upon ninety (90) day's advance written notice prior to the end of any twelve-
month term. Either party may immediately terminate or suspend this Agreement
for cause. Cause for immediate termination or suspension shall include, but is
not limited to, any breach of this Agreement by PONY CLUB.
Upon termination for cause, after the breaching party has fulfilled all of its
obligations under this Agreement to the other party, this Agreement will conclude.
However, it is mutually understood and agreed that the Release of Liability and
Indemnification provisions, set forth in paragraphs 8 and 9 of this Agreement,
shall survive the termination of this Agreement and shall remain valid and binding
at all times, regardless of which party should terminate.
5. Repairs and Maintenance. If PONY CLUB should cause any property
damages outside of normal wear and tear of BARN, PONY CLUB shall be
responsible for reimbursing the TOWN for the cost of repairs or replacement of
broken equipment, or structures at the Barn. Damages from wood chewing,
improperly used equipment, kicking, cribbing or horses rubbing against structures
or equipment are not considered normal wear and tear. The TOWN shall be
solely responsible for the maintenance and repair of the BARN Premises. In
addition, If PONY CLUB discovers any defects in or around the BARN, PONY
CLUB shall notify the TOWN promptly.
se
Exhibit H
6. Costs. As consideration for PONY CLUB's use of the premises as
outlined in paragraph 1, above, the members of PONY CLUB shall pay the
TOWN the following:
a. All of PONY CLUB's members who do not currently board a
horse at BARN shall pay BARN's standard facility -use fee as set
forth in Fee Schedule approved by the City Council.
b. If PONY CLUB wishes to have exclusive use of a portion of
BARN (cross-country course, arenas, common areas, etc.), PONY
CLUB shall pay a reservation fee as set forth by the City Council.
Attached is a copy of TOWN's current Schedule of Fees applicable to those who
use the premises; these fees (and others that may be established in the future by
TOWN) shall apply to all members of PONY CLUB. All fees and charges are
subject to change. Fees are due and payable to TOWN within 30 days of the
date of invoice. TOWN will apply a 5% per annum interest rate to all unpaid fees.
7. Rosters. PONY CLUB agrees to provide the following to TOWN on
Januaryll" of each year:
a. a complete roster of all PONY CLUB members, including
parent contact information;
b. a list of PONY CLUB officers, including contact information.
c. a copy of the form for the Medical Card used in the armbands
worn by PONY CLUB members; and
d. a copy of the Release, Assumption of Risk, Waiver of Liability,
and Indemnity Agreement executed by each PONY CLUB member.
8. Group Obligations. PONY CLUB shall be permitted to enter the BARN
Premises and use the BARN Premises to conduct lessons and meetings. It is
understood and agreed that PONY CLUB's use of the premises shall at all times
be nonexclusive unless the appropriate fees have been paid and the reservations
have been scheduled with the Barn Manager at least thirty (30) days in advance
or as otherwise agreed by the Barn Manager. BARN's boarders, employees,
agents, and guests shall be permitted to enter and use the BARN Premises at all
times while PONY CLUB is present. In addition, as a material condition to the
TOWN's entering into this Agreement with PONY CLUB, the TOWN is relying on
PONY CLUB's continuous and strict compliance with each of the following:
A. Adherence to Schedule When Entering Premises.
If PONY CLUB is interested in entering and/or using any part of
the BARN Premises, PONY CLUB must do all of the following:
a. contact the TOWN by email and communicate directly to
the Barn Manager in order to establish a regular lesson
schedule; AND
b. promptly contact the TOWN by email and communicate
directly to the Barn Manager regarding any changes to the
regular lesson schedule.
B. Employees, Agents, Apprentices, Coaches, Trainers, Instructors,
Clinicians or Assistants.
im
Exhibit H
If PONY CLUB has, coaches, trainers, instructors, clinicians
and/or assistants, PONY CLUB must identify each such
person in advance to the TOWN, and each person is
required to sign TOWN's release documentation before he
or she can enter and/or conduct lessons at the BARN.
PONY CLUB will be solely responsible for determining
whether employees, agents, apprentices, coaches, trainers,
instructors, clinicians and/or assistants are suitably qualified
and experienced enough to supervise its members.
C. Lawful Operations.
PONY CLUB shall fully comply with all applicable local,
state, and federal rules, laws, and regulations and
ordinances and use its best efforts to ensure that all
participants in its activities will comply with the same.
D. Responsibility to Educate and Enforce BARN Rules Among
Users,
PONY CLUB shall be responsible for educating and
enforcing all of BARN's most recent Rules, Guidelines and
Regulations within its members, instructors, agents, trainers,
apprentices, guests, clinicians and assistants. Failure to
reasonably adhere to Rules shall be considered a breach of
this Agreement. All members of PONY CLUB shall be
required to attend annually the BARN rulebook review and
emergency walkthrough tour. PONY CLUB agrees to make
best efforts to ensure that all of its members have attended
the class.
9. Liability Insurance. Upon execution of this Agreement, and at all times
during this Agreement, for its regular use and special events, PONY CLUB shall
maintain insurance in the amount of at least two million dollars ($2,000,000)
combined single limit for bodily injury and property damage and shall provide the
TOWN evidence annually that such a policy is in force. The Town of Los Altos
Hills shall be named as an additional insured in such policy. The PONY CLUB's
liability insurance must meet the following requirements:
A. Be specifically designated as "commercial" or "Group" liability
insurance and not merely homeowner's insurance;
B. Policy limits must be at least $1,000,000 person/$2,000,000
aggregate;
C. PONY CLUB must show a Certificate of Additionally Insured
naming the Town of Los Altos Hills as an Additionally Insured at
the time this Agreement is executed;
D. The insurance company that issues the above -referenced policy
to PONY CLUB (or the agency of that company) must be
advised to specifically notify the TOWN if PONY CLUB should
cancel the insurance, change the insurance, or reduce the
amount of coverage. PONY CLUB must maintain this insurance
-3-
Exhibit H
at all times and is required to show the TOWN all Declaration
Pages for renewed policies of liability insurance.
10. Waiver and Release of Liability. PONY CLUB agrees to hold
harmless and release the TOWN and its respective employees, managers,
agents, contractors, representatives, and others acting on its behalf from liability
for any and all bodily injuries or damages PONY CLUB may sustain when on or
near BARN Premises caused in whole or in part by the negligence of BARN, its
agents, employees, and/or assistants. PONY CLUB releases and discharges the
TOWN, and its respective members, managers, employees, agents, contractors,
representatives, and others acting on its behalf from all claims, demands,
actions, omissions, rights of action, or causes of action (present or future),
liabilities or obligations, whether the same be known or unknown, anticipated or
unanticipated, resulting from or arising out of PONY CLUB's injury or damage
that may be sustained, or property damage. By the term "damages," PONY
CLUB means medical expenses, expenses incurred because of bodily injury or
property damages, and/or personal property damages. (This Waiver and Release
of Liability shall not apply if it is determined in a court of law of proper jurisdiction
that such injuries or damages were directly caused by the TOWN's gross
negligence or wanton and willful misconduct). IT IS MUTUALLY UNDERSTOOD
THAT THE LIABILITY RELEASE ABOVE SHALL CONSTITUTE A WAIVER OF
LIABILITY FOR AN INJURY TO OR DEATH OF AN EQUINE ACTIVITY
PARTICIPANT,
11. Indemnification and Hold Harmless. It Is mutually understood that the
PONY CLUB, and their respective members, managers, employees, agents,
contractors, representatives, and others acting on their behalf shall be liable for
any of the activities of PONY CLUB on the BARN Premises [other than the
exercise of gross negligence or wanton and willful misconduct directly
attributable to TOWN]. PONY CLUB also hereby agrees to indemnify and hold
harmless the Town of Los Altos Hills, and their respective members, managers,
employees, agents, contractors, representatives, and others acting on their
behalf against all damages that PONY CLUB or PONY CLUB's assistants or
representatives may cause that are sustained or suffered by any third person(s)
["third persons" are people who are not parties to this Agreement, including, but
not limited to, PONY CLUB's customers, relatives, guests, etc.] while at the
BARN, including any and all claims, damages, or injuries whatsoever. The
indemnification shall also include reasonable attorney's fees.
12. Survival. As noted in paragraph 3, the TOWN and PONY CLUB
understand and agree that paragraphs 10. and 11, above, and in the TOWN's
separate release of liability documentation, shall survive the termination of this
Agreement, and shall remain in full force and effect at all times, now and in the
future, regardless of who may terminate and why.
13. Modifications; Entire Agreement. Modifications to this Agreement are
only binding if in writing and signed by PONY CLUB and the TOWN. This
Agreement and the exhibits attached hereto contain the entire agreement of the
parties with respect to the subject matter of this Agreement, and supersede all
prior negotiations, agreements and understandings with respect thereto. This
Agreement may only be amended by a written document duly executed by all
parties.
-4-
14. Assignment.
16. No Waiver,
the other party of
shall not be deem
covenants, and cc
Exhibit H
PONY CLUB may not assign this Agreement to anyone.
Neither party's failure to insist on a strict performance by
y of the terms, covenants, or conditions of this Agreement
a waiver of any subsequent breach or default in the terms,
itions, rules and/or regulations.
PACIFIC RIDGE PONY CLUB TOWN OF LOS ALTOS HILLS
By: .. n 1 K X /K
J@Ofie Lucia, mmissiener ja Cad Cahill, Cn Manager
Date of Signature: >> Date of Signature: 4 2��z
**,If PONY CLUB is a partnership or business entity, PONY CLUB must present
sufficient proof that he signing party has authority by the entity to execute this
Agreement.
PONY CLUB'S Al
PONY CLU.B's .Prc
Insurance's List of
Copy of USPC 20,
ub. pdf
Copy of USPC
http://www.pon
PONY CLUB's
TOWN'S ATTACHM
BARN's Rules & Ret
Visitor and Guest Gc
Schedule of Fees
Adult Visitor Release
Youth Visitor Releas
Haul -in Release Fon
Adult Rider Release
Youth Rider Release
Instructor Guidelines
Arena Etiquette Guic
of .Insurance/Declarations Page
Iditionai Insureds
Participating Member Application, found at
Card, found at
Release approved by the TOWN
Form
Form
Form
.5-
2 memberappcl
pdf
Exhibit I
The Town's overall vision of operating goals and -principles for Westwind
Community Barn is as follows:
A. Create.a safe and welcoming environment for all equestrians and Facility users.
B. Build and maintain a healthy and vibrant Facility whose barn, pastures and
paddocks are full of horses and Facility users.
C. Foster community support and collaboration through the creation of an ad-hoc
concession advisory group of key stakeholders and at least one neighbor
(members are chosen by the concessionaire).
D. Practice good schedule management that minimizes and manages facility
interference by and.among the various user groups.
E. Support public events that the Town may choose to convene at the facility.
F. Provide or obtain over time an adequately balanced supply of equestrian stock
for user use, rental or lease at competitive rates and terms.
G. Provide equestrian and rider training programs,
H. Promote and support equestrian riding programs such as 4H, Pony Club and
YRRP and such others that will encourage a broad range of facility and
community usage.
.,