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HomeMy WebLinkAboutExcursions Unlimited V cOppSERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND EXCURSIONS UNLIMITED THIS AGREEMENT for services is made by and between the Town of Los Altos Hills("Town") and Excursions Unlimited("Contractor') (together referred to as the"Parties')as of June 1, 2011 (the"Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Contractor shall provide to Town the services described in the Scope of Work attached as Exhibit A, and incorporated herein,at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2012,unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Contractor is engaged. 1.3 Assignment of Personnel. Contractor shall be responsible for hiring and training of all staff.All staff must be eligible for employment under federal,state and local law. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from Town of such desire of Town,reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Contractor's obligations hereunder. Section 2. COMPENSATION. Town hereby agrees to pay for the instruction of Town sponsored horseback riding classes,camps and lessons for youth and adults,for services to be performed and reimbursable costs incurred under this Agreement.Town shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Contractor for services rendered pursuant to this Agreement. Except as specifically authorized by Town in writing, Contractor shall not bill Town for duplicate services performed by more than one person. Contractor and Town acknowledge and agree that compensation paid by Town to Contractor under this Agreement is based upon Contractors estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 1 of 10 (.110 111110 2.1 Monthly Payment. Town shall remit 85%of fees collected by Town for registration in programs provided by Contractor, and for authorized reimbursable costs incurred. Town shall have 30 days from the last business day of each month b pay Contractor. 2.2 Total Payment. Town shall pay for the services to be rendered by Contractor pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. Town shall make no payment for any extra,further,or additional service pursuant to this Agreement. 2.3 Reimbursable Expenses. Reimbursable expenses for camps,classes and lessons must be mutually agreed upon, in writing, before purchase by Contractor. Expenses that are not mutually agreed upon by the Contractor and the City Manager,or designee, prior to purchase are not chargeable to Town. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Expenses that are eligible for reimbursement are attached as Exhibit C. 2.4 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.5 Payment upon Termination. In the event that the Town or Contractor terminates this Agreement pursuant to Section 8,the Town shall compensate the Contractor for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets to verify costs incurred to that date. • 2.6 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein,Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services • required by this Agreement. Town shall make available to Contactor only the facilities and equipment listed in this section,and only under the terms and conditions set forth herein. Town shall furnish physical facilities at Westwind Community Barn, at 27210 Altamont Road,such as boarding facilities,scheduled arena time, and equipment storage space, as may be reasonably necessary for Contractor's use while consulting with Town employees and instructing classes,camps and lessons. The location,quantity, and time of furnishing those facilities shall be in the sole discretion of Town. In no event shall Town be obligated to fumish any facility that may involve incurring any direct expense, including but not limited to computer,long-distance telephone or other communication charges,vehicles,and facilities. Service Agreement between 0512011 Town of Los Altos Hills and Excursions Unlimited Page 2 of 10 V S Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor,at its own cost and expense,unless otherwise specified below,shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives,employees,and subcontractors. Consistent with the following provisions, Contractor shall provide proof satisfactory to Town of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects,and that such insurance is in effect prior to beginning work to the Town. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s)and provided evidence that such insurance is in effect to Town. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Contractor shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers'Compensation. Contractor shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employees Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than$1,000,000(one million dollars) per accident. In the alternative, Contractor may rely on a self-insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Contractor,if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers,officials,employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Professional Liability Insurance 4.2.1 General requirements. Contractor, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than$1,000,000 covering the licensed professionals'errors and omissions. Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.2.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 3 of 10 41110 V b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Contractor must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.3 All Policies Requirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish Town with complete copies of all policies delivered to Contractor by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required insurance documents prior to the Contractor beginning work, it shall not waive the Contractors obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town,its officers, employees,and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations,claim administration and defense expenses. 4.3.4 Wasting Policies. No policy required by this Section 4 shall include a"wasting" policy limit(i.e. limit that is eroded by the cost of defense). 4.3.5 Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Contractor agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 4 of 10 fro The Workers'Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Contractor, its employees, agents, and subcontractors. 4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4 Remedies. In addition to any other remedies Town may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,Town may, at its sole option exercise any of the following remedies,which are alternatives to other remedies Town may have and are not the exclusive remedy for Contractor's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder,or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES. Contractor shall indemnify,defend with counsel acceptable to Town,and hold harmless Town and its officers,officials,employees, agents and volunteers from and against any and all liability, loss, damage, claims,expenses, and costs(including without limitation,attorney's fees and costs and fees of litigation) (collectively,"Liability")of every nature arising out of or in connection with Contractor's performance of the Services or its failure to comply with any of its obligationscontainedin this Agreement,except such Liability caused by the sole negligence or willful misconduct of Town, The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate Liability or because the Contractor evaluates Liability and determines that the Contractor is not liable to the claimant. The Contractor must respond within 30 days,to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law,so much of the money due the Contractor under and by virtue of this Agreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages,or until the Contractor accepts or rejects the tender of defense,whichever occurs first. With respect to third party claims against the Contractor,the Contractor waives any and all rights of any type to express or implied indemnity against the Indemnitees, Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 5 of 10 •Notwithstanding the forgoing,to the extent this Agreement is a"construction contract" as defined by California Civil Code Section 2782, as may be amended from time to time,such duties of Contractor to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Contractor or any employee, agent,or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS)to be eligible for enrollment in PERS as an employee of Town, Contractor shall indemnify, defend,and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents,or subcontractors,as well as for the payment of any penalties and interest on such contributions,which would otherwise be the responsibility of Town. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise Town shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other Town,state, or federal policy, rule,regulation,law,or ordinance to the contrary, Contractor and any of 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 eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor Not an Agent. Except as Town may specify in writing, Contractor shall have no authority,express or implied,to act on behalf of Town in any capacity whatsoever as an agent. Contractor shall have no authority,express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7,2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7,3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Contractor and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program. Service Agreement between 0512011 Town of Los Altos Hills and Excursions Unlimited Page 6 of 10 (lar 7.4 Licenses and Permits. Contractor represents and warrants to Town that Contractor and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to Town that Contractor and its employees,agents, any subcontractors shall, at their sole cost and expense,keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate,on the basis of-a person's race,religion,color,national origin, age, physical or'mental handicap or disability,medical condition,marital status,sex,or sexual orientation, against any employee, applicant for employment,subcontractor,bidder for a subcontract,or participant in,recipient of,or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal,state, and local laws, policies, rules,and requirements related to equal opportunity and,nondiscrimination in employment,contracting, and the provision of any services that are the subject of this Agreement,.including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsectioniin any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. Town shall provide Contractor written notice of intent to terminate no fewer than with six(6)months prior to the effective date of termination of this Agreement. In the event of termination,Contractor shall be entitled to compensation for services performed to the effective date of termination. 8.2 Extension. Agreement shall automatically renew for an additional twelve(12)month period,beginning July 1,2012,unless either party requests to renegotiate any portion of this Agreement no later than three(3)months prior to June 30, 2012. Contractor understands and agrees that, if Town grants such an extension,Town shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement as adjusted by the Consumer Price Index(N)for the San Francisco Bay Area. 8.3 Amendments. The parties may amend this Agreement only in writing and signed by all the parties. 8.4 Assignment and Subcontracting. Town and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence,experience,and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 7 of 10 6+ Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Contractor shall survive the termination of this Agreement. 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement,Town's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain a different Contractor to complete the work described in Exhibit A not finished by Contractor;or Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Contractor's Performance. All reports,data, maps, models,charts,studies,surveys,photographs,memoranda, plans,studies, specifications, records,files,or any other documents or materials,in electronic or any other form,that Contractor prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Contractor hereby agrees to deliver those documents to the Town upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Contractor agree that, until final approval by Town, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books of account,invoices, vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years,or for any longer period required by law,from the date of final payment to the Contractor to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Contractor to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the Town. Under California Government Code Section 8546.7,if the amount of public funds expended under this Agreement exceeds$10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town,for a period of 3 years after final payment under the Agreement. Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 8 of 10 it V Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action,including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement,the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Contractor shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of Town or whose business,regardless of location,would place Contractor in a"conflict of interest"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months,an employee, agent,appointee,or official of the Town. If Contractor was an employee,agent, appointee,or official of the Town in the previous twelve months,Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, If this Agreement is made in violation of Government Code§ 1090 et seq.,the entire Agreement is void and Contractor will not be enti0ed to any compensation Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 9 of 10 for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the Town for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§ 1090 and, if applicable,will be disqualified from holding public office in the State of California. 10.8 Solicitation. Contractor agrees not to solicit business at any meeting,focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the City Manager or his/her designee("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. • 10.10 Notices. Any written notice to Contractor shall be sent to: Excursions Unlimited 27076 W. Fremont Road Los Altos Hills, CA 94022 Any written notice to Town shall be sent to: City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills,CA 94022 10.11 Integration. This Agreement,including the scope of work attached hereto and incorporated herein as Exhibits A and B represents the entire and integrated agreement between Town and Contractor and supersedes all prior negotiations, representations,or agreements,either written or oral. Exhibit A Scope of Services Exhibit B Reimbursable Expenses 10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HILLS CONTRACTOR Carl Cahill,City Manager Jane awasaki, President Ex rsions Unlimited Service Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited Page 10 of 10 4.1 EXHIBIT A SCOPE OF SERVICES Contractor shall be responsible for the following: 1. The Contractor shall secure appropriate horses for youth and adult riding camps,classes and lessons through the Town. 2. Except as authorized under Section 5 and 6 of this Exhibit, Contractor's horses shall be dedicated for the exclusive use of the Town's Parks and Recreation programs in exchange for a waiver of boarding fees in the Byrne Preserve and for a waiver of fees for the use of four designated paddocks 3. Providing horseback riding lessons and instruction for youth and adults through the Town in,group classes (minimum of two(2)students), and camp sessions(minimum of eight(8)students). 4. The Horses are to be used for Western Pleasure/English Pleasure(beginning horseback riding) instruction of adults and children.The Contractor warrants that thetiorses are sound in their health,conditions, and temperament and are suitable for such use.The Contractor recognizes that inexperienced riders may contribute to or cause injury to the Horses, and Contractor assumes the risk of loss or injury to Horses by the rider or the other third parties except where cause by the direct sole negligence of the Town, its agents or representatives. 5. The Contractor may conduct individual private riding lessons at contractor's sole expense and at Town's discretion. Contractor shall not conduct private group riding lessons. Contractor shall be responsible for paying to the Town fifteen percent(15%)of all fees collected for private lesson instruction. Payment shall be remitted to the Town no later than 30 days from the date of lesson. Contractor must preschedule all private riding lessons with not less than 24 hours written notice provided to the Barn Manager. 6. The Contractor may authorize the use of program horses for the benefit of youth members of the Pacific Ridge Pony Club and the 4H Westwind Riding Institute located at Westwind Barn. Contractor shall be responsible for paying to the Town five dollars($5.00)per day per horse for such use. Payment shall be remitted to the Town on a monthly basis. 7. The Contractor is responsible for all health, medical and veterinary costs for all the horses used in camps,classes and lessons. It is understood by the Town that the Horses must be kept in good condition during the term of this Agreement Nothing in this Agreement will prevent Contractor access to the Horses at Westwind Community Barn at any reasonable time in order that Contractor may check that the Horses are in good health. The Town also requires the following specific conditions of care: Services Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited—Exhibit A Page 1 of 3 it a. The Contractor is responsible for ensuring prompt and required veterinary treatment by a registered and qualified veterinarian. Such treatment includes routine and timely vaccinations for flu and tetanus for the Horses at all times and the liability for payment of the aforesaid veterinary treatment lies solely with the Contractor. The Town will notify the Contractor if the Horse suffers any serious illness or injury and, to the extent possible, the Town will notify the Contractor in advance of any necessary veterinary or blacksmith treatment. If the Town is unable to contact the Contractor within twelve hours,or if in the sole discretion of the Town emergency care appears to be necessary,Town shall secure emergency veterinary or blacksmith care required for the health and well-being of the Horse. All costs of such care shall be paid by the Contractor within thirty (30)days from the date Contractor receives notice thereof. 8. The Contractor must fully insure the Horses for veterinary treatment, transportation,saddlery and tack at all times for its full value and the liability for payment of such insurance lies solely with the Contractor. 9. Contractor is responsible for ensuring that the Horses are suitably shod and/or trimmed at all times and the liability for payment of the aforesaid shoeing/trimming lies solely with the Contractor. 10. The contractor shall be responsible for hiring,training and payment of part-time staff required to deliver all camps,classes and lessons. Staff must meet all federal,state,and local requirements to be eligible for employment. 11.The Contractor is responsible for cleaning paddocks of manure at least once daily. 12.The Contractor agrees to maintain paddocks to the same standards as the Town's other turnout paddocks. For example, hot tape must be repaired if broken and should be checked on a regular basis to ensure that it is functioning properly and carrying a current. Any holes or tears in paddock fencing should be replaced or repaired within 48 hours. • 13.Contractor shall be responsible for the cost of all bedding and rubber mats. 14.Contractor is responsible for purchasing and cleaning water tubs. Contractor must ensure horses have clean, fresh water available at all times. 15.Contractor shall be responsible for the cost of feeding horses kept in paddocks. 16. It is agreed by the parties that the established value of the Horses as of Commencement Date is not to exceed $5,000.00 per horse. No damages of any kind due to the Contractor caused by arising from this agreement shall exceed this amount. 17.•The Horses are to be kept at the following location unless the Town and Contractor agree in writing that the Horse may be moved to an alternate location: Westwind Community Barn and its paddocks and pastures at 27210 Altamont Road and the Byme Preserve. In the event of an Services Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited—Exhibit A Page 2 of 3 it V emergency at the locations listed above, the Town may temporarily relocate the Horses to an alternate location. 18. The Town is not the registered owner of the Horses and it is specifically prohibited from entering Into any agreement to loan, lease transfer,or sell the Horses to any third party. • Services Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited—Exhibit A Page 3 of 3 V rd EXHIBIT B REIMBURSABLE EXPENSES 1. Snacks,beverage and mutually agreed upon incidental supplies for classes,camps and lessons. Private lessons are not eligible for reimbursement of incidental expenses. Consulting Services Agreement between 05/2011 Town of Los Altos Hills and Excursions Unlimited--Exhibit B Page 1 of 1