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HomeMy WebLinkAboutLAH Horsemens Assoc 07.04.2025HORSE PARTICIPATION AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND LOS ALTOS HILLS HORSEMEN'S ASSOCIATION This Agreement (this "Agreement") is made and entered into between the Town of Los Altos Hills ("Town") and the Los Altos Hills Horsemen's Association, ("LAHHA") effective as of July 4 2025 (the "Effective Date"). Town and LAHHA are hereinafter collectively referred to as (the "Parties"). In consideration of their mutual covenants, the Parties hereby agree as follows: 1. Scope of Agreement. Town shall permit LAHHA and its members to participate in the Town's 2025 Fourth of July Parade Colder the following conditions: i. Up to eight (8) horses shall be allowed to participate in the Town's 2025 Fourth of July Parade. ii. All LAHIdA horses shall remain at the rear of the parade at all times. iii. LAHHA and its members who are riding horses shall follow directions provided by Town employees who are managing the Town's 2025 Fourth of July Parade. 2. Indemnification. To the fullest extent permitted by law, LAHHA shall indemnify, defend (with counsel acceptable to the Town), and hold harmless Town and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the "Town Indemnitees") from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs of litigation) (collectively, "Liability") of every nature arising out of or in connection with the participation of horses authorized by LAI4BA in the Town's 2023 Fourth of July Parade or LAHHA's failure to comply with this Agreement, except such Liability caused by the gross negligence or willful misconduct of the Town Indemnitees. 3. Insurance. Prior to participation in the Town's 2025 Fourth of July Parade and continuing throughout the term of this Agreement, LAHIIA shall, at LAHHA's sole cost and expense, furnish the Town with certificates of insurance evidencing that LAHHA has obtained and maintains general liability insurance in the following amounts: LAHHA, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than a minimum of $1,000,000 per occurrence, $2,000,000 combined single limit coverage for risks associated with the activities contemplated by this Agreement. If a Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities authorized under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. All insurance policies shall be written on an occurrence basis and shall name the Town Indemnitees as additional insureds with any Town insurance shall be secondary and in excess to LAHHA's insurance. If LAHHA's insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self- insured retention and also must disclose the deductible. 4. Termination. Town or LAHHA may terminate or suspend this Agreement at any time and without cause upon written notification to the other Party. The indemnity and insurance provisions set forth herein shall extend beyond termination of this Agreement. 5. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 6. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by email, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: LAHHA: Los Altos Hills Horsemen's Association [Insert Address] Town: City Clerk Town of Los Altos Hills 26379 Fremont Rd Los Altos Hills, CA 94022 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. TOWN: By: City Manag APPROVED AS TO FORM: City Attorney 5394930.1 LAHHA: Print Name: t 'T. Cro d-}-4 Its: -'1', �_4��-�re.�