13-001 South Valley Endurance \ / OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE: •CUPERTINO, CA 95014-3255
194.r TELEPHONE: (408) 777-3223• FAX: (408) 777-3366
CUPERTINO WEBSITE:www.cupertino.org
February 14, 2013
South Valley Endurance
Re: Agreement
Enclosed is a copy of your agreement with the City of Cupertino. If you have any questions or
need additional information, please contact our office at 408-777-3223.
Sincerely,
1 I
Brittany Carey
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Parks & Recreation
CITY OF
\\a �■ AGREEMENT
CITY OF CUPERTINO
10300 Torre Avenue
z 1 67-1-• Cupertino, CA 95014 ,�CUPERTINO 5 1/L' 408-777-3200 NO.
THIS AGREEMENT, made and entered into this 9th day of January 2013 is by and between the
CITY OF CUPERTINO (Hereinafter "CITY") and South Valley Endurance
Hereinafter
"CONSULTANT"), in consideration of their mutual covenants, the parties agree as follows:
CONSULTANT shall provide or furnish the following specified services and/or materials:
ELECTRONIC CHIP TIMING SERVICES FOR 13IG BUNNY FUN RUN.
Check box if services are further described in an Exhibit. x
EXHIBITS: The following attached exhibits hereby are made part of this Agreement: EXHIBITS A.
TERM: The services and/or materials furnished under this Agreement shall commence on
January 9th, 2012 and shall be completed no later than April 7, 2013.
COMPENSATION: For the full performance of this Agreement, CITY shall pay CONSULTANT:
$1800 for up to 500 5K Participant, $2.25 for each additional 5K participant.
A 30% deposit will be made within 15 business clays of the execution of this agreement. The
Consultant shall provide the City with an invoice within 5 business days of the events conclusion of
the remaining amount owed and City will have 15 business days from the receipt of the invoice to
send payment to the Consultant.
California Labor Code, Section 1771 requires the payment of prevailing wages to all workers
employed on a Public Works contract in excess of$1,000.00.
GENERAL TERMS AND CONDITIONS
Hold Harmless. Consultant shall, to the fullest extent allowed by law, indemnify, defend, and hold
harmless the City and its officers, officials, agents, employees and volunteers against any and all
liability, claims, stop notices, actions, causes of action or demands whatsoever from and against
any of them, including any injury to or death of any person or damage to property or other liability
of any nature, arising out of, pertaining to, or related to the performance of this Agreement by
Consultant or Consultant's employees, officers, officials, agents or independent Consultants.
Consultant shall not be obligated under this Agreement to indemnify City to the extent that the
damage is caused by the sole or active negligence or willful misconduct of City, its agents or
employees. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's
choice, expert fees and all other costs and fees of litigation.
Subcontracting. Consultant has been retained due to their unique skills and Consultant may not
substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior
written consent from City is obtained, only those people whose names are listed this Agreement
shall be used in the performance of this Agreement.
Page 1 of 5
Short Form Agreement
Assignment. Consultant may not assign or transfer this Agreement, without prior written consent
of CITY.
Insurance. Consultant shall file with City a Certificate of Insurance consistent with the following
requirements
Coverage:
Consultant shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence
$1,000,000 aggregate - all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of
$1,000,000 will be considered equivalent to the required minimum limits shown
above.
(3) Automotive:
Proof of automobile insurance required at the California statutory minimums.
Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which
it has agreed to provide comprehensive general and automotive liability insurance, Consultant
shall look solely to its insurance for recovery. Consultant hereby grants to City, on behalf of any
insurer providing comprehensive general and automotive liability insurance to either Consultant or
City with respect to the services of Consultant herein, a waiver of any right to subrogation which
any such insurer of said Consultant may acquire against City by virtue of the payment of any loss
under such insurance.
Termination of Agreement. The City reserves the right to terminate this Agreement with or
without cause with a thirty (30)-day notice. The Consultant may terminate this Agreement with or
without cause with a thirty (30)-day written notice.
Non-Discrimination. No discrimination shall be made in the employment of persons under this
Agreement because of the race, color, national origin, ancestry, religion, gender or sexual
orientation of such person
Interest of Consultant. It is understood and agreed that this Agreement is not a contract of
employment in the sense that the relationship of master and servant exists between City and
undersigned. At all times, Consultant shall be deemed to be an independent Consultant and
Consultant is not authorized to bind the City to any contracts or other obligations in executing this
Agreement. Consultant certifies that no one who has or will have any financial interest under this
Agreement is an officer or employee of City. City shall have no right of control as to the manner
Consultant performs the services to be performed. Nevertheless, City may, at any time, observe
the manner in which such services are being performed by the Consultant.
Page 2 of 5
Short Form Agreement
The Consultant shall comply with all applicable Federal, State, and local laws and ordinances
including, but not limited to, unemployment insurance benefits, FICA laws, and the City business
license ordinance.
Changes. No changes or variations of any kind are authorized without the written consent of the
City.
CONTRACT COORDINATOR and representative for CITY shall be:
NAME: JEFF ORDWAY DEPARTMENT: PARKS AND RECREATION
This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties
have executed this Agreement the day and year first written above.
CONSULTANT: CITY OF CUPERTINO:
By By ,
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APPROVALS EXPENDITURE DISTRIBUTION
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Page 3 of 5
Short Form Agreement
•
EXHIBIT A
CONSULTANT SERVICES TO BE PERFORMED
The CONSULTANT will provide ELECTRONIC CHIP TIMING SERVICES in the following
programs:
Location and Time of CONSULTANT Services:
Event Name: Big Bunny Run
Event Date: March 30, 2013
Event Location: 10350 Torre Ave, Cupertino, CA
Performance of CONSULTANT Services:
CONSULTANT agrees to provide the CITY with the following services:
• Hold regular telephone conference calls with your team to review race plans
• Provide guidance as necessary regarding race logistics
• Place timing chips on bibs and deliver bibs to promoter
• Arrive before the event for a walk through.
• Work to erect custom finish line with a blow up.
• Set up our timing systems and provide staffing to run the systems on race day
• Supply a redundant finish line timing system to ensure maximum chip timing success
• Provide Announcer-feed timing system and announcer laptop
• Provide a race clock at the finish line
• Provide camera video system
• Provide generator for all equipment supplied by SVE
• Provide printed results at the completion of the race and throughout the race as requested.
• Provide results in MS Excel, PDF and/or HTML formats e-mailed to promoter and/or saved to USB flash
drive at completion of the event.
• Post full searchable race results with Facebook integration to our website (www.svetiming.com)at event
completion.
CITY agrees to provide the CONSULTANT with the following:
• Provide all runner's bibs TWO WEEKS BEFORE packet pick-up
• Meet with our team the day we arrive to review final race setup and logistics
• Provide all staff needed for packet pickup
• Provide two to four staff to assist us in with unloading equipment and setup, if needed
• Provide electronic spreadsheet file (format provided)of all registered racers 72 hours before the event
and after registration closes
• Ensure that Consultant's trucks or trailers can park within 100 feet of timing points so we can setup our
equipment.
• Ensure that Consultant have a minimum of 2 hours to break down our equipment and pack up.
• Provide a minimum of 2 staff to work the finish chute to maintain safety and crowd control.
Page 4 of 5
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•
CONSULTANT DISCLAIMER OF WARRANTY
CHIP TIMING OF RACE PARTICIPANTS IS NOT AN EXACT SCIENCE. WHILE WE WILL DO
EVERYTHING POSSIBLE TO PROVIDE ACCURATE AND RELIABLE TIMING SERVICES, THERE
ARE A NUMBER OF ISSUES THAT CAN OCCUR OUTSIDE OF OUR CONTROL THAT COULD
IMPACT THE NUMBER OF PARTICIPANTS WHO RECEIVE TIMING RESULTS. THUS, YOU
EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF ITS SERVICES IS AT YOUR SOLE
RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, SVE SERVICES ARE PROV:[DED "AS IS", WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND, AND SVE HEREBY DISCLAIMS ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE SVE SERVICES, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR
CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A
PARTICULAR PURPOSE, OF ACCURACY, OR OF ENJOYMENT. NO ORAL OR WRITTEN
INFORSVEION OR ADVICE GIVEN BY SVE OR A SVE REPRESENTATIVE SHALL CREATE A
WARRANTY. YOU FULLY ACKNOWLEDGE THAT THE SVE SERVICES MAY NOT RESULT IN
READING ALL TIMING CHIPS. IN ADDITION, WHILE NOT LIKELY, THE ITS SYSTEM COULD
FAIL AT ANYTIME AND YOU AGREE TO ACCEPT ALL RESPONSIBILITY AND LIABILITY IN
THE EVENT THAT TIMING INFORMATION IS NOT GATHERED, IS LOST, OR IS INACCURATELY
REPORTED.
This Agreement shall in all respects be governed by and construed according to the laws of the State of
California, without regard to conflict of law's provisions. Exclusive venue for any action arising from or
related to this Agreement shall be brought exclusively in a Superior Court of Santa Clara County, California
and all parties hereby submit to the personal jurisdiction of such courts. You may not assign your
undertakings, obligations or benefits under this Agreement to any person or entity without the express,
advance written consent of SVE. Any failure to enforce any provision of this Agreement shall not constitute
a waiver thereof or of any provision hereof. This Agreement, and the attachments thereto, constitutes the full
and final agreement among the parties hereto with respect to the subject matter hereof, and this Agreement
may not be modified or amended except by a written instrument signed by each of the parties. In the event
any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of
this Agreement shall remain valid and enforceable as though such term were absent upon the date of its
execution. The parties understand that the headings contained within this Agreement are included for
purposes of convenience only and shall not in any manner limit or define any of the rights, responsibilities,
duties or liabilities of any party, and shall not affect the construction or interpretation of any other provision
of this Agreement. This Agreement may be signed in counterparts but shall not be effective until a
counterpart copy is signed by all parties. All such counterparts shall constitute one and the same instrument.
Each party represents and warrants that the party has taken all necessary steps to authorize the party to enter
and be bound by this Agreement and that the person executing this Agreement on behalf of a party has
authority to do so.
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Short Form Agreement