HomeMy WebLinkAboutConsession Agreement for Operation of the WWB btwn LAH and Victoria Dye Equestrian LLC ALLCONCESSION 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: JULY 11 2026
TABLE OF CONTENTS
Page No.
1.
Grant of Concession
3
2.
Concessionaire Operating Responsibilities
4
3.
Access to the Public
7
4.
Facility Maintenance
8
5.
Sanitation
9
6.
Facility Improvements
10
7.
Ownership of Facility
11
8.
Fees and Charges
11
9.
Books, Records, Reports and Audit
11
10.
Collection of Fees and Charges Past Due
12
11.
Concession Fees
12
12.
Agreement Enforcement
13
13.
Compliance with Laws
13
14.
Town Events
14
15.
Possessory Interest Tax
14
16.
Indemnification
14
17.
Insurance
16
18.
Assignment
17
19.
Waiver of Defaults
17
20.
Relationship of Parties
17
21.
Term of Agreement
18
22.
Attorney's Fees
19
23.
Force Majeure
19
24.
Independent Contractor
19
25.
Transition of Stable to Concessionaire
20
26.
Successors in Interest
20
27
Notices
20
28.
Exhibits Incorporated by Reference
21
29.
Governing Law, Jurisdiction, Venue
21
30.
Entire Agreement
21
CONCESSION AGREEMENT FOR OPERATION OF THE WESTWIND COMMUNITY
BARNOWNED 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.")
RRCITATS
A. The 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
Westwind Riding Institute (WRI) Program, the Interscholastic Equestrian Association
(IEA), 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. Concessionaire has cost effectively maintained and safely operated the Stable Facility for
12 years . Concessionaire shall manage the Facility use schedule in such a manner 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 "H";
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 July 1, 2026, (the "Effective Date"), the 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 its working time and attention to the operation
of the Concession and shall promote, increase and continue to develop the
business. Victoria Dye Equestrian, LLC shall assign Victoria Dye to manage
the Facility during the days and hours of operation of the Concession.
B. Concessionaire shall maintain payment and utilities costs for Facility
including electric, water, telephone, and internet, except that the Town shall
reimburse 50% of the water utility cost upon submittal of invoice and utility
payment receipt. The Town also agrees to continue to pay utility service cost
for sewer service., conduct annual and monthly fire inspections, maintain
smoke detectors and extinguishers, and be responsible for trash and manure
pickup.
2. -Concessionaire GoeratimF Resi)onsibilities
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 the following:
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.
11. 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.
111. Three (3) times a year, Concessionaire shall provide job-related safety
and risk management training to employees by a certified vendor.
IV. Concessionaire shall ensure that all instructors and applicable
personnel maintain current safety training consistent with industry
standards. At a minimum, Concessionaire represents that its staff are
certified in SafeSport training as required by the United States Equestrian
Federation (USEF). In addition, pursuant to participation requirements
under the Interscholastic Equestrian Association (IEA), Concessionaire
represents that its staff have completed concussion awareness training.
V. Concessionaire shall require that any non -boarder horses brought onto
the Facility provide proof of current vaccinations, as applicable;
however, proof of vaccination shall not be required for horses merely
passing through the Facility on designated trails without participating in
Facility programming or events. All individuals utilizing the Facility,
including riders and program participants, shall be required to execute a
liability waiver approved as to form by the Town. Concessionaire shall
monitor and manage outside horse usage, which is limited in frequency
and generally associated with scheduled events or incidental trail
use
VI. 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 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
VII. 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 Community
Barn manager duties as further described in Exhibit "G".
VIII. Concessionaire shall maintain a written Medical Emergency Plan
(MEP) to address immediate medical care needs of individual riders and
horses in the event of a medical emergency.
IX. VIII. 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
X. 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 pro-gram.
X1. 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.
XII. Concessionaire shall undertake all aspects of financial management and
record keeping, including billing for services, programs and payments to
vendors/trainers.
XIII. 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, policies and equestrian best
management practices.
XIV. 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.
XV. 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 Byrne Preserve and have use of the
Facility without charge for Facility land use. School horses must have a
calm temperament due to the many other users of the Preserve.
XVI. Concessionaire shall reasonably accommodate public community
programs such as Westwind Riding Institute ("WR.I"), and will provide
WRI with upper arena usage Monday and Thursday from 4-5 pm.
XVII. WRI and Concessionaire shall have a boarding agreement, subject to
approval as to form by the City Attorney, which shall specify the terms
and conditions of that WRI's use of the Stable Facility. Such agreement
shall provide a. clause whereby WRI 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. The WRI facility use and
maintenance agreement between WRI and the Town is outlined in
Exhibit IT."
XVIII. Concessionaire shall publish and maintain a current schedule of fees
and charges for all services provided by the Concessionaire at the
Facility.
XIX. Concessionaire shall provide existing and future instructional riding
prograrns offered to the public as further described in Exhibit "B". The
Concessionaire shall work with the Town to ensure that riding programs
requested by the Town shall meet the scope and quality established by
the Town for such programs.
XX. 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.
XXI. 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.
XXII. The Concessionaire shall be responsible for communicating to the
Town any maintenance needs for fencing in Byrne Preserve and
maintaining watering troughs in the Byrne Preserve. The Town shall be
responsible for maintaining fire breaks, paths, gates, fence, trails, trees
and other plant life and the general stewardship of the preserve.
XX111. As soon as possible, but not to exceed twenty-four (24) hours,
Concessionaire must notify the Town of any incident involving threat to
public safety or major injury, significant injury that requires medical
response/hospitalization, fatality to Facility workers or Facility users, or
damage to public property. Concessionaire shall transmit an incident
report to the 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 the Town to
maintain the Sheriffs office at the current location in the Facility solely for the
occupancy and benefit of law enforcement personnel at no charge to the
Town. The Town agrees to maintain the existing un -monitored digital video
0
recording surveillance system of the Stable Facility 24 hours, seven days a
week and provide system access to Concessionaire. The 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
subj ect 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 the 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 shallprovide the
Town with a copy of Facility user and trainer's signed agreement prior to
allowing user or trainer to use the Facility and shall further provide the 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 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 the 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 the 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 provided to the Town on
an as needed basis
7
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 WRI premises or as otherwise stipulated in this Agreement,
Concessionaire shall at all times be responsible for routine maintenance and
minor repairs to the Stable Facility in a condition satisfactory to the City
Manager or designee. Routine maintenance and minor repairs are activities
undertaken to keep the Facility in good order and operating repair and safety,
including but not limited to, regular preventative maintenance and incidental
repairs arising from normal wear and tear from the use of the Facility.
Concessionaire shall in a timely fashion provide written notice to the City
Manager or designee of any major repairs needed and the 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.
B. The Town and Concessionaire shall meet twice annually to perform
maintenance walkthroughs to inspect and identify needed repairs
C. The Town will contract drain flushing and tree maintenance annually.
Concessionaire shall wort-, with the Town to schedule the Town to off-load
bedding as needed. Concessionaire shall work with the Town to schedule the
Town to remove manure from the feeding pasture four (4) times a year. The
Town shall provide maintenance support for ten (10) hours monthly or one
hundred and twenty (120) hours annually for items not specifically listed in
the agreement. The Town reserves the right to charge Concessionaire for
additional services requested by Concessionaire beyond the allotted 120
hours.
D. Concessionaire shall provide the 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.
E. The Town shall establish and maintain a dedicated Capital Improvement
Program ("CIP") for the Westwind Community Barn, subject to review by the
Finance and Investment Committee ("FIC"), in coordination with the
Concessionaire. Consistent with FIC's recommendation, the CIP shall be
funded at an annual amount determined by the City Manager or designee
(anticipated range of $50,000—$100,000), with a minimum annual allocation
sufficient to support routine and long-term capital needs, including an
estimated $40,000445,000 per year to address the four-year maintenance
cycle for the Lower Arena, Upper Arena, and Round Pen.
F. The Town shall adopt and maintain a formal replacement and maintenance
policy for Barn facilities to ensure assets are proactively repaired and replaced
and that deferred maintenance does not occur. The Town retains sole
responsibility for major capital repairs and replacements of the Stable Facility
and related infrastructure ' . In the event the Stable Facility, or any portion .
thereof, is damaged or destroyed by storm, wildfire, earthquake, or other Act
of God or terrorism, the Concessionaire shall not be responsible for repair or
replacement. The Town may, in its sole discretion, 'elect to repair or rebuild
the Facility or terminate this Agreement without further liability to the
Concessionaire. If the Town elects not to repair or rebuild following
substantial destruction,, the Town shall pay the Concessionaire a one-time
relocation fee of $15,000 within thirty (30) days of such determination.
G. Concessionaire shall not cause any mechanic's or materialmen's liens to be
placed upon the Facility.
H. 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.
I. The 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 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
0
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. 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 daily.- The Town will provide and pay for
professional janitorial services for the public restroom and kitchen once
weekly.
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 the 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 yellow jackets 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 involve more than day-to-day maintenance.
B. The Town may, in its sole and absolute discretion, make improvements to the
Facility. The Town shall retain the right to enter the Facility for purposes of
construction/demolition of any improvement upon reasonable notice to the
Concessionaire (e.g., 24 hours' advance written notice) and will make
reasonable efforts to 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
10
existing improvements, including, but not limited to loss of income due to
temporary relocation of boarded horses.
D. The Town and Concessionaire agrees to the arena maintenance plan in Exhibit
"I". The Town agrees to pay for the arena maintenance costs outlined in
Exhibit I.
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 the 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 the Town, unless
ownership rights to said fixtures, structures and improvements are formally
waived by the 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 the 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 the 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.
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
9. Books, Records I Reports and Audit
A. Each year, Concessionaire shall work with the Town to prepare a maintenance
and capital improvement projects (CIP) budget for the July I st to June 30th
fiscal year. The budget for each ensuing fiscal year shall be submitted to City
Manager no later than April I st preceding the July I st 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 the Town upon reasonable
notice during normal business hours. The Town shall have the right to
undertake an independent audit of said books and records at any time but not
11
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 (or designee) 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 (or designee) no later than August 31 st
following the close of a fiscal year. Upon termination or expiration of this
Agreement, Concessionaire shall forward to the Town a final reporf-ffir- 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. On an annual basis for each full year, Concessionaire shall perform an audit as
described in Exhibit "C" and submit to the Town an audit report prepared by
an independent auditor. The cost of the audit shall be paid for by the Town.
Concessionaire shall maintain, preserve -and protect any and all records
requested by the auditor or by the Town in the form requested and in the
manner dictated for a period of at least three (3) -years. If there are any audit
findings, the Concessionaire shall respond to all audit findings within 30 days
of receipt of the final audit report.
E. Concessionaire shall submit and present an annual report detailing
accomplishments to the City Council. I
F. The Town may, in its sole discretion, undertake a survey of customer
satisfaction 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 Charles 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 statutes to collect such sum.
11. Concessionaire Fees
A. The Town agrees to pay the Concessionaire a monthly Management Payment,
due by the first day of each month, in an amount of $4,000.
B. The Town and Concessionaire agree that revenue from all Concessionaire -
operated programs, excluding horse shows, shall be distributed as follows:
I. Lessons, riding programs, clinics, instruction services, facility rentals, and
horse leases (as further described in Exhibit "B") shall be split with 80%
of gross revenue paid to the Concessionaire and 20% to the Town for
revenues between $04300,000, and 82% to the Concessionaire and
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18% to the Town for revenues exceeding $300,000..
11. Training services shall be split with 85% of gross revenue paid to the
Concessionaire and 15% to the Town, reflecting the labor-intensive and
specialized nature of these services.
111. Boarding and horse shows shall remain unchanged under the existing
agreement.
i. Residents shall continue to receive discounted camp rates;
however, the Town shall compensate the Concessionaire at the
non-resident rate for all camps.
ii. "Gross revenue" shall mean all revenue collected less any refunds.
iii. For program revenue: If collected by the Town, the Town shall
remit the Concessionaire's share within thirty (30) days following
completion or delivery of services.
iv. If collected by the Concessionaire, the Concessionaire shall remit
the Town's share by the 15th day of the month following receipt of
funds.
V. The remitting party shall provide payment along with a report
detailing the date, program participant name and contact
information, description of services provided, and amount of fees
collected.
vi. Concessionaire shall be limited to five (5) horseshows per year.
For each
vii. horseshoes, Concessionaire shall remit $500 check payable to the
Town for the use of the facility and in lieu of any revenue split
described in this Section B, above.
viii. Concessionaire runs IEA, a team show program. Concessionaire
receives two types of payments for IEA: team startup fees and
lesson payments. Pursuant to the lesson program commission
structure, lesson fees shall be paid to the Town, with
Concessionaire remitting twenty percent (20%) of the gross lesson
payments to the Town. Team startup fees associated with the IEA
program shall be retained by ConcessionaireNDE.
12. Agreement Enforcement
A. The City Manager shall be responsible for the enforcement of this Agreement
on behalf of the Town and shall be assisted therein by those officers and
employees of the Town having duties in connection with the administration
thereof. Concessionaire and the Town agree to meet on at least a quarterly
basis at Town Hall to discuss matters concerning Facility management,
maintenance,, operations, and finance
B. Any officers and/or authorized employees and agents of the Town may enter
upon the Facility at any time for the purpose of determining whether or not
13
Concessionaire is complying with the ten -ns and conditions hereof, or for any
other purpose incidental to the rights of the Town within the Facility without
disruption to Facility users, visitors or guests.
C. In the event the 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 attorneys' 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, the Town does hereby agree to pay any sum which may be awarded
to the Concessionaire by the Court for attorneys' 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 the California Child Abuse Mandated Reporters training by the
California 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").
14. Town Events
A. Concessionaire agrees that the 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
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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. The 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 the
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 the 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 the Town or any Town Representative and/or from acts for which the
Town or any Town Representative would otherwise be held strictly liable,
excepting only willful misconduct of the Town or the Town Representatives
acting in their duly 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 the 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 the Town or any Town Representative,
whether active or passive, or from acts for which the 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
15
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 the Town determines are needed for the public health,
safety, or welfare; or (iv) any liability occurring from operation of the Facility
by the Town prior to the Effective Date.
17. Insurance
A. Concessionaire shall procure and maintain, at its sole cost and expense,
comprehensive conu-nercial general liability insurance of not less than two
million dollars ($2,000,000) per occurrence and five million dollars
($5,000,000) general aggregate, and commercial automobile liability
insurance with coverage of not less than one million dollars ($1,000,000) per
occurrence and one million dollars ($1,000,000) general aggregate.
Concessionaire's insurer must have an A. I. Best Rating of no less than
ANII.
B. Such insurance shall specifically insure performance by Concessionaire of the
indemnity set forth in Section 16 of this Agreement and shall name the Town
of Los Altos Hills, its officers, agents, and employees as additional insureds.
The following language shall be included: "The Town of Altos Hills, its
officers, agents, and employees are named as additional insureds. Any Town
insurance shall be secondary and in excess to the insured's coverage. " This
requirement shall also be reflected in the Certificate of Insurance for the
Concessionaire's general liability policy.
C. Such coverage shall not be canceled or modified without at least thirty (3 0)
days prior written notice to the Town. The presence of such insurance and the
specification of liability limits for such insurance by the Town shall in no
manner limit the liability of Concessionaire under the terms of the
indemnification set forth in Section 16 of this Agreement.
D. Concessionaire shall procure business automobile liability insurance of not
less than one million -dollars ($1,000,000) per occurrence and one million
dollars ($1,000,000) general aggregate. Such insurance shall specifically
insure performance by Concessionaire of the indemnity set forth in Section 16
of this Agreement, shall specifically name the Town and the Town
Representatives as additional insured, shall provide such coverage as primary
and any coverage the Town may maintain shall be in excess thereto, shall
include a cross -liability or severability of interest endorsement, and shall
provide that it shall not be canceled or modified without at least thirty (3 0)
days' prior written notice to the Town. The presence of such insurance and the
specification of liability limits for such insurance by the Town shall in no
manner limit the liability of Concessionaire under the terms of the
16
indemnification set forth in Section 16 of this Agreement.
E. Concessionaire shall procure and maintain, at its sole cost and expense,
Workers' Compensation insurance in the amounts required by law.
F. The 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.
G. 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
c
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 the Town any costs or expenses incurred by the Town in
acquiring such policy.
18. Assignment
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 the Town which
consent may be granted or withheld at the sole discretion of the Town. Any unapproved
assignment or agreement. shall be void, shall confer no rights on or to any third party and
shall be cause for termination of this Agreement by the 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, 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 the Town and Concessionaire.
Concessionaire understands and agrees that all persons furnishing services on behalf of
17
Concessionaire pursuant to this Agreement are, for purposes of Workers' Compensation
Liability, employees solely of Concessionaire and not of the 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
C. agreement of the Parties, the 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 its obligations hereunder and with all restrictions of record
applicable hereto, and (ii) gives written notice to the Town of such desire to
extend at least one hundred and twenty (120) days before the expiration of the
then current term.
D. The Town may terminate this Agreement at any time and without cause upon
one hundred and eighty (180) days' written notice to Concessionaire.
E. 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, the
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" termination, the 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.
F. Concessionaire may terminate this Agreement upon ninety (90) days' written
notice to the Town and shall include in such notice the reasons for
cancellation.
G. 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,)
18
and shall be subject to evict -ion.
H. The Town may terminate the Agreement 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.
I. 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 the 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 the
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 attorneys' fees.
23. Force Majeure
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,
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 (acts or failure to act of the Town shall
not excuse performance by the 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 (3 0) 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 the Town and Concessionaire.
24. Independent Contractor
A. Concessionaire is and shall at all times remain as to the 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 the Town nor any of
19
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 the Town, or bind the 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, the Town shall not pay salaries, wages, or
other compensation to Concessionaire for performing services hereunder for
the Town. The Town shall not be liable for compensation or indemnification
to Concessionaire for injury or sickness arising out of performing services
here under.
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:
20
To the Town: Town of Los Altos Hills To the Concessionaire: Victoria Dye
26379 Fremont Road Equestrian, LLC
Los Altos Hills, CA 94022 Attn:City 650 Castro Street, Suite 120-347
Manager Mountain View, CA 9404
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 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. Governance 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. 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.
Date
ATTEST:
ity Clerk
21
TOWN OF LOS ALT SHILLS
By -
APPROVED AS TO FORM:
City Attorney
Date: May 20, 2026
22
CONCESSIONAIRE
By:
1\ 1 1) NN IOI RNI,
23
m
YNYONAIRI.
Its:
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 Community Barn Manager Duties
Exhibit H
Vision of Operating Principles for Westwind Community Barn
Exhibit I
Arena Maintenance Plan
24
---------- ---- - ...... - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ----------------------------------
E
W e s t w i n d chibit A
:VI
: Community Barn
Courtyard
RxF
Til
Tad
RPcm
Barn Services
;Graining
Bl.nketirig
i.
I
MMMrw
Pasture
T. a
& 14.
9. 15
10. 16
11. 17.
12. 1E.
Upper Arena
Westwind Riding Institute
ePmsene
Paock Lop d
Hunt Field w
-M—MT—
Loer Arena PM - Aft— Ttri"niciit
24/7 - All day and night lymphWIM
i L
dd
---------- ------------- --------------------------------------------------------
W
Exhibit B
Instructional Riding Program Description
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.
Qualm
Low student to instructor ratio
Well -cared, reliable., experienced, school horses to accommodate many riding skill levels Riding Program-- all
f"
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 Carnes
"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 2'31 ". 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."
Prepared by Parks and Recreation Committee
Date: May 31, 1, 2013
26
Exhibit C
A. Perform cash receipt testing for oile, ran.domliys.elected inoilth
1. Compare boarding receipts to boarding agreenients
I Compare program recelpts to prog.r ii. -I f6e: andem, -ollmellt
agreemen.''t
34, Trace, receipts to, bank statementand to. then eral ladger
OLA
4. Compare totcal pkriymsuite from, Town to amounit recorded, on,
VDE's accou nting re-C.OTds.
5. Attest reasonableness of total lessons reivenu.es and board.i.,"ng
reven-u.,e-s throes,:: 4 h June. 30, 2.02:6
B, Per Borm, expense te.s.thag
1. C:o'i�-f�7-irm,com-plia,-ii:.c�e-wit-hSesti o,,n-F.2.viii of''Rhe Ag.xeeme-ilt.-
where: all. Concession- air 's. st s1 ll undertaike backgrounu,
ch,eckm
It Whil, en the; Town iis, pmNrid: inciz boa,rdiing subs,ilidy-1
a.* Review payrott expenses andlgree salary -toeniplrbyinuenut
ap.,,reement
b. � R ev ie w, F e e; d 7, G r an"I a n d May, exL)ense and. agree aMount to,
paid invoices.
C. Compliance with Section 9, of Agreement
L Coin, -paxe tax return,. al -id. Decemnher genearal ledger bzla�,,nce. for
complecten, epsys
2. Confirm record retention in compliance with-., Section E (3-v-etax)
27
Exhibit D
Conditional Use Permit
(Currently slated to be reviewed at the June 4th Planning Commission Meeting)
28
Exhibit E
Exhibit E
REQUIRED TO EVE T
Expected: duties performed by WCB Concessionaire
*Dates areSLIbject to change
1. Hoppin' Hounds .(Saturday before Easter):
•
Sone event items are held onsite prior to the event and. removed after the
even-[,
• 'Fakes place in By'rne Preserve.
99 Barn Staff ensures that horses in BYrne Preserve are brought in the night
before the event or no later than 7:330ai'Ti on event day,
2. Pathways 11unAlIalk (Saturda , be -fore Mother's Day)
� D
I'lle PU.bli.c event draw roughl.N. '00 people and. takes place in the parking
lot. Race rOLIteS extend thrOLIgIi WCB.. B-yrne Preserve and neighboring
areas.
The event blocks -trailer parking, any �,vho will need access sbaU move their
-trailer the night before tile event
The barn shuts down for this morning public event,
A FeNv days prior to the event 'Fovvn Staff begins staging, storage space is
needed, porta-potties are delivered, signage bung, etc.
Barn staff
0- Completes a thorough barn. cleaning
0, Extra bathroom applies tocked:
0- Ensures that horses in Syne Preserve are brOLIa4_)ht in the night before
the event,
0* For afety, horses remain in their stalls from 7:3 )Oam oon..
3. -nrda in September):
Hoedown (First Satj
0 This public event draws rougbly. 600 people and Calces place around the Barn
andi inside of the gate.
0 The event blocl%-.s trailer parking; any who will need access shall move their
trailer the night before the event
A few da.,Nrs prior to the event Town Staff begins staging, the bar must be
br(Aight down, porta-pottiesare delivered, ignage hung, etc,
0 Barn staff.
to, Completes a thOrOUgh barn cleaning,
0- Stocks extra bathrooin/kitchen supplies, etc.;
Provides temporar-y% storage ofevent materials in an area of
.1
approximately one stall for not more than one week per event.
0 'rhe Barn stakeh;oldel'S USUally hostca 3o minute hor e how,
• Riding is not allowed f'or duiation ofthe event.
4. Barn Lighting (Fir t Sunday in December):
Pending Nveattier, this pUblic e�..-erit drm-vs roughly 30,0 people and takes place
at'OUnd the Barn and inside of the gate.
29
Exhibit E
• I'heevent blocks trai ter Parking: any who x -vi I I need access shal I move their
traiter the ni.ght before the event
• A F6,v- days prior to: the event 'Fo\.�,-n Staff begins staging. storage space is
needed, tsar 11ILrl:st be brought down. signage hung. etc.
• Barn staf,"t'.
Completes a thorough barn cleaning:
Ito Stocks extra, bathroom./kitchen supplies, etc;
OrProvides temporary,-- sto rage of event materials in all 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 pelting zoo is hosted in. one stall.
L -
TBD Town Event (Up to an additional event, Dates TBD):
• 'Fh.e"ro\,N,.'n reserves the rightto conduct an additional event annually as
t -
needed. At this writing, no new events are scheduled or known: this
parag-raph is included as a placeholder for futtire events'FBD. The
Concessionaire shall allow for such one -day event should theN..' occui-.
Exhibit F
FACILITY USE AND MAINTENANCE AGREEMENT BETWEEN WESTWIND
RIDING INSTITUTE
AND THE TOWN ®F LOS ALTOS HILLS
This agreement for use and maintenance of the WRI Barn Facilities at Westwind Community
Barn ("Agreement") is made and entered into on this I st day of July, 2026 by and between the
TOWN OF L®S 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 Community
Barn (identified herein as the "WRI Barn Facilities") and to use
on a non-exclusive basis Byrne Preserve and makes WRI responsible for maintaining the "WRI"
Barn Facilities in a competent and professional manner in order to operate the
Riding for the Disabled program. WRI may keep a maximum of eight (8) horses at the WRI 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 WRI Barn Facilities for feeding of WRI 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 the Concessionaire Agreement with the
TOWN. This Agreement supersedes any prior use agreements between the TOwN and WRI.
2. The premises covered by this Agreement include limited non-exclusive use of Byrne
Preserve (APIA: 182-21-016), Westwind Community Barn (27210 Altamont Road), and
the exclµsive use of the WRI Barn Facilities located within Westwind Community Barn
(collectively, "Premises"). The WRI 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 term of the Agreement shall be from July 1, 2026 through June 30, 2029,
unless terminated earlier pursuant to Section 5 of this Agreement.
4. Renewal. This Agreement shall be subject to renewal., upon mutual consent of theparties,
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 January I st 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. TOV�N may immediately terminate or
31
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.
Notwithstanding the foregoing, in the event that TOVVN elects to cease all equine activities at
the Westwind Community Barn Facility, this Agreement may be terminated for convenience
upon one hundred and eighty (18 0) days' written notice to WRI.
6. Maintenance. WRI shall provide maintenance for the WRI 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 WRI Barn Facility improvements, including, but
not limited to, stalls, paddocks, grounds and entryways. WRI shall cause the WRI Barn
and Premises to be inspected and cleaned with sufficient frequency and intensity to
competently operate said facility. The WRI 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 WRI Barn Facilities that result in any portion of
the WRI Barn Facilities unusable during the construction, WRI and the TOWN shall
cooperate to identify alternative space at Westwind Community Barn for the WRI
activities authorized herein.
7. Costs.. WRI shall pay the TOWN the sum of $1 per year for rental of WRI Barn facilities
and for Jimited nbil-exclusive use of Byrne Preserve. In addition, WRI shall be solely
responsible for all -maintenance costs of the WRI Barn Facilities. WRI shall sign the
Horse Services agreement and be solely responsible for payment of all equine service
costs of the WRI Barn: Facilities provided by the Concessionaire or the TOWN ifthere is
no Concessionaire as specified in Exhibit C. The fee for equine services shall be raised by
no more than the Consumer Price Index rate each year 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. WRI class participant rosters for each riding session
c. Annual roster of WRI board of directors
d. WRI 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.
32
I L.Hold Harmless.WRI agrees to indemnify, defend and hold harmless the TO)AN, its
officers, agents and employees from any and all demands, claims or liability 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 TO" 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
TOIAN or WRI. The insurance policy shall have a thirty (30.) day notification to TO"
and WRI before any change in the policy or cancellation. WP\J shall keep a current
certificate of insurance from its contractors and subcontractors on file wfrh the TO)AN 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
33
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
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 ofWRJ are not employees or agents of the TO". The TOWN shall
have no involvement in decisions regarding the hiring, training, discipline,
compensation., termination, or supervision ofWRI'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 TO'V�N's sole
ri
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.
18. 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.
19. 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.
20. Entire Agreement. This Agreement and any exhibits attached hereto and incorporated
34
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.
21. 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.
22. 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;
C.
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.
WRI TO
BY
City 1V1aHiJLg.,W
ATTEST:
City Clerk
35
APPROVED AS TO FORM
City Attorney
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
• 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
36
Exhibit H
Exhibit H
The Town's overall v1sl on of operating goals an , pringiolles for
Westwind Community Bam is as follows:
A safe and welcoming enivironment for all equestrians and Facility users.
,.B.... Build and maintain a healthy and vibrant Facility whose barn, pastures.
andpaddocks are full of horses and Facility users.
V" A. Foster community support and' colla� ' bmation through the creation of an ad hoc
concession advisory group of key stakeholders and at Ileast one neighbor
(members are chosen by the concessionaire).
B. Practice good schedule management that minimizes and manages facility
interference by and among the Various user groups.
C. Sl!l;pport public events that the Town may choose to convene at the facility.
D. Provide or -o-btaiapygrfime an adequately balanced supply of equestrian stock
for user use, rental or lease at competitive rates and terms.
E. Provi.de equestrian andlrider trai ni ng.p rog rams.
IF. Promote and support equestnian riding programs sucil as 41-11, Pony Club and
YIRIRP and such 21LQr.mat will encourage abroad range of n and community
usage.
37
Area Maintenance Plan
Key Notes & Recommendations
Exhibit I
• Consistent watering is critical to prevent footing migration.
• Shade/sun differences should be monitored and adjusted for in watering schedules.
• Regular dragging depth control helps preserve base integrity.
• Staying on schedule with:
• Flipping (-- every 6 months as needed)
• Material top -up (z every 2 years)
• Full replacement (-- every 5 years)
Will significantly extend arena life and performance.
This is done to help with the longevity of your footing additives. The laser provides balance &
consistency for the horse and rider.
'Up,per Arena
Augusfi 20!5
Flip & Laser Level
Lower Arena
April 2Q2'6
Flip & Laser Level
Lower Arena
Apri12026
Add Sand/Footing (as needed)
Lower Arena
April 2027
Flip & Laser Level
Lower Arena
April 2028
Flip & Laser Level
Lower Arena
April 2028
Add Sand/Footing (as needed)
Lower Arena
April 2029
Flip & Laser Level
'Up,per Arena
Augusfi 20!5
Flip & Laser Level
Upper Arena
August 2026
Add Sand/Footing (as needed)
Upper Arena
August 2027
Flip & Laser Level
Upper Arena
August 2028
Flip & Laser Level
Upper Arena
August 2028
Add Sand/Footing (as needed)
Upper Arena
August 2029
Flip & Laser Level
Arena
Date
Maintenance Activity
Round Pen
April 2026
Flip & Laser Level (reset)
Round Pen
April 2026
Add Sand/Footing (due to condition)
Round Pen
April 2027
Flip & Laser Level
Round Pen
April 2028
Flip & Laser Level
Round Pen
April 2028
Add Sand/Footing (as needed)
Round Pen
April 2029
Flip & Laser Level
38
Historical:
Maintenance History
Lower Arena
® March 2014 — Base rebuilt; new sand/footing installed
® August 2018 — Flipped & laser leveled
o Note: Reduced watering (well dry —June 2018) caused footing
migration
• August 2021— Flipped & laser leveled
® April 2023 — Flipped & laser leveled
• October 2023 — Two loads of sand/footing added
• October 2024 — Laser leveled; new sand & textile added
August 2025 — Flipped & laser leveled
o New fence installed
o Sprinkler system upgraded
• October 2015 — Installed (base repair + new footing)
• August 2018 — Flipped & laser leveled
® October 2024 — Laser leveled; new sand & textile added
* August 2025 — Full footing replacement
0 August 2017 — Installed with new footing
39
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 WRI Barn Facilities at Westwind Community
Barn ("Agreement") is made and entered into on this I st day of July, 2026 by and between the
TOWN OF LOS ALTOS HILLS, a municipal corporation ("TO) N") 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 Community
Barn (identified herein as the "WRI Barn Facilities") and to use
on a non-exclusive basis Byrne Preserve and makes WRI responsible for maintaining the "WRI"
Barn Facilities in a competent and professional manner in order to operate the
Riding for the Disabled program. WRI may keep a maximum of eight (8) horses at the WRI Barn
Facilities. Two (2) of the eight (8) horses may be kept at Byrne Preserve for
grazing purposes®. NM 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 ofhay shall be available in the WRI Barn Facilities for feeding of WRI and
pasture horses.
WRI currently has exclusive use of upper arena shown on Exhibit A to provide horseback riding
instructions -during g the days -and times specified in the -Co-ncessionaiTe-A-greeme-nt with -the
TO. This Agreement supersedes any prior use agreements between the TO" and WRI.
2. The premises covered by this Agreement include limited non-exclusive use of Byrne
Preserve (APN: 182-21-016), Westwind Community Barn (27210 Altamont Road), and
the exclgsive use of the. WRI Barn Facilities located within Westwind Community Barn
(collectively, "Premises"). The WRI 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 term of the Agreement shall be from July 1, 2026 through June 30, 2029,
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 January I st 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. TO" may immediately terminate or
31
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.
Notwithstanding the foregoing, in the event that TO" elects to cease all equine activities at
the Westwind Community Barn Facility, this Agreement may be terminated for convenience
upon one hundred and eighty (18 0) days' written notice to WRI.
6. Maintenance. WRI shall provide maintenance for the WRI 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 WRI Barn Facility improvements, including, but
not limited to., stalls- paddocks, addocks, grounds and entryways. WRII shall cause the WRI Barn
and Premises to be- inspected and cleaned with sufficient frequency and intensity to
competently operate said facility. The WRI 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 TO" elects to make
any major structural improvements to the W`FJ Barn Facilities that result in any portion of
the WRI Barn Facilities unusable during the construction, WRI and the TO" shall
cooperate to identify alternative space at. Westwind Community Barn for the WRI
activities authorized herein.
7. Costs. WRI
shall pay the TOWN the sum of $1 per year for rental of VV_RI Barn facilities
.
and for limited non-exclusive use of Byrne Preserve. In addition, VVIU shall be solely
responsible for all -maintenance costs of the WRI Barn Facilities. WRI shall sign the
Horse Services agreement and be solely responsible for payment of all equine service
costs- of the WRI darn provided by the Concessionaire or the TOWN ifthere is
no Concessionaire as specified, in Exhibit C. The fee for equine services shall be raised by
no more than the Consumer Price Index rate each year for the prior twelve months.
8. Compliance with Daws. 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. RI. agrees to provide the following to the TOWN upon request:
a. Annual financial statements
b. WRI class participant rosters for each riding session
c. Annual roster of WRI board of directors
d. WRI emergency notification and liability release forms
e. Written emergency procedures
10. WRI ObliRations.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.
32
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 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 amountof at least one million dollars ($1,000,000) combined single limit
for bodily injury .and property damage and shall provide the TO" evidence annually
that such a policy is in force. TO" 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 benefitof the contractors,
WRI and the TO", 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 TO" and WRI and non-contributory with any insurance which may be carried by
TOWN or WRI. The insurance ce policy shall have a thirty (30) day notification to TO"
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 wfrh the TO" 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. TO" shall have the right to control WRI only to
the extent expressly provided in this Agreement. Except as expressly set forth in this
33
Agreement, TO" shall not have the right to control the means by which WRI
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
TO", state, or federal policy, rule, regulation, law, or ordinance to the contrary, WRI
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 TO", 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 TO";
b. Employees ofWRI are not employees or agents of the TOWl . The TOWN shall
have no involvement in decisions regarding the hiring, training, discipline,
01
compensation, termination, or supervision ofWRI'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.
18. 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.
19. 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.
20. Entire Agreement. This Agreement and any exhibits attached hereto and incorporated
34
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.
21. 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.
22. 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;
C.
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.
ATTEST:
City Clerk
35
APPROVED AS TO FORM
9
City Attorney