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Home My WebLink AboutRun the DayTo: CONTRACTOR From: Town of Los Altos Hills Re: Agreement Transmittal Memo Enclosed, please find the following documents: AGREEMENT — If you require a fully executed, signed original of the Agreement for your records, please photocopy the Agreement prior to signing the enclosed document. Return both originals with your signature to the Town and a fully executed Agreement will be returned. IRS FORM W-9 — Request for Taxpayer Identification Number (TIN) and Certification. This form is required for all vendors of the Town and it is important that you provide the Town with the correct TIN. If your company is a: Sole Proprietorship - The taxpayer identification number must be the social security number of the sole proprietor. •; Partnerships or Corporations — The taxpayer identification number must be the employer identification number issued to the partnership or corporation. Once all documents have been completed, please return the signed Agreement(s) and IRS Form W-9 to the following address: Town of Los Altos Hills Contracts 26379 Fremont Road Los Altos Hills, CA 94022 AGREEMENT THIS AGREEMENT is made and entered into on the 13th day of January, 2025 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Run the Day (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: The registration page setup and registration platform for The 23,d annual Pathways Run. See attached 2025 Race Contract. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR 3. TERMS. The services and/or materials furnished under this Agreement shall commence 1/20/25 and shall be completed by 5/30/25, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR $199.00 race page setup fee and processing fees of 7% + $1 on registrations, 5/10k being $45 until February 28th, and then $50 until run day, 1 -mile fun run being $30 until February 28th , and then $35 until run day, group discount will be $5 off per person with a group of 10 or more participants at all times, within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 3 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR 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 to the extent caused by the negligent performance of CONTRACTOR under this Agreement. c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained 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 at any time upon demand of the TOWN. 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. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary Town of Los Altos Hills Page 2 of 3 Short form Updated 4/26/22 course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates Interim Community Services Supervisor and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Emina Steta Community Services Supervisor cam 1/13/2025 Town of Los Altos Hills cl�� By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 CEO TOWN Print name, Title Peter Pirnejad, City Manager Date Town of Los Altos Hills Page 3 of 3 Short form Updated 4/26/22 DocuSign Envelope ID: 01A4OA74-7814-4OD8-A3E8-E5D88CAOA2D1 7?UN7AWDAY 2024 Race Contract Race Name: LAH Pathways Run 2025 Race Director: Erni na steta 5/10/2025 Race Date: Phone Number: 650-492-3364 Race Start Time: 9 AM Email: esteta@losaltoshills.ca.gov * Processing fees of 7%+$1 on registrations can be passed to registrant or paid by organization. Payment Summary Name Address Bank Account Number Bank Routing Number Payment Method Run The Day to submit payment electronically within 30 days following the race. If no bank information is shared, payment will be sent via check to the name and address listed above. Additional Terms Confidentiality — Neither party shall disclose any Proprietary Information disclosed or made available by the other Party, unless such Party has received prior written consent to make such disclosure. Neither Party shall disclose the terms and conditions of this Agreement to any third party, including, but not limited to, any financial terms. Both parties may list the other party on their respective websites. Signature Date Disclaimer: This document and any files transmitted with it from Run the Day tm LLC are copyrighted and intended solely for the use of the recipient(s) to whom they are addressed, even if addressed incorrectly. If you are not the intended recipient you may not disseminate, distribute or copy this document without prior written permission. Run the Day LLC tm may archive and review outgoing and incoming email and may produce any email and/or documentation at the request of regulators. Please notify the sender immediately by e-mail if you have received this by mistake confidential DocuSign Envelope ID: 01A4OA74-7B14-4OD8-A3E8-E5D88CAOA2D1 RU1VTm--1?AY Registration Platform: 2025 Race Contract SUMMARY PROPOSAL Our simple registration platform with integrated fundraising allows your race to easily collect registration information and payment. The one stop shop removes data management headaches and our mobile app cuts down on race prep time. You can view financial reports, track teams, manage shirt sizes and export spreadsheets. Included in the platform is a fully integrated mobile app to assign bibs. At packet pickup you'll be able to collect registrations through QR codes and participants can pay with credit cards, venmo and apple pay. We offer support from real people when you need it via email, text or phone call. Pricing Registration Platform: No platform cost. Transaction fees of 7%+$1 passed to participants. Optional Add -Ons: Race Page Setup: $199 Disclaimer: This document and any files transmitted with it from Run the Day tm LLC are copyrighted and intended solely for the use of the recipient(s) to whom they are addressed, even if addressed incorrectly. If you are not the intended recipient you may not disseminate, distribute or copy this document without prior written permission. Run the Day LLC tm may archive and review outgoing and incoming email and may produce any email and/or documentation at the request of regulators. Please notify the sender immediately by e-mail if you have received this by mistake confidential DocuSign Envelope ID: 01A40A74-7614-40D8-A3E8-E5D88CAOA2D1 Ri11VFD1Jr 2024 Race Contract Race Prep Checklist Informationql Purposes Only 1. Confirm a Date and Location 2. Launch Race Registration a. Determine Pricing b. Discuss with Run The Day team about how to ensure a seamless registration process 3. Develop Creative Elements: Logo, shirts, signage, merch 4. Outreach to Sponsors S. Ensure Necessary Permits & Closures 6. Secure Insurance Certificates 7. Coordinate with Police, EMS Medical, Public Health 8. Contract with Local timer for Timing Services 9. Miscellaneous race setup and equipment: a. Barricades b. Coning c. Tents d. Tables e. Chairs f. Linens g. Toilets h. Trucks Rental i. Race Sound System 10. Staffing & Personnel a. Hire Race Director (optional) b. Staff c. Volunteer 11. Order Runner and Volunteer Amenities a. Bibs b. Giveaways / Shirts c. Water & Food d. Water cups e. Post -Race Gift (ie Medal) f. Entertainment 12. Additional Expenses a. Shipping of Virtual Packs b. Photography c. Other Race Day supplies Disclaimer: This document and any files transmitted with it from Run the Day tm LLC are copyrighted and intended solely for the use of the recipient(s) to whom they are addressed, even if addressed incorrectly. If you are not the intended recipient you may not disseminate, distribute or copy this document without prior written permission. Run the Day LLC tm may archive and review outgoing and incoming email and may produce any email and/or documentation at the request of regulators. Please notify the sender immediately by e-mail if you have received this by mistake confidential A ^ "® L�+(^J/^ CERTIFICATE OF LIABILITY INSURANCE DATE ( 51202 YYYY) 01/25/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Verifly Insurance Services, LLC DBA Thimble Insurance Services 174 West 4th Street, Suite 204 New York, NY 10014 CONTACT THIMBLE https:Hsupport.thimble.com/ NAME: PHONE FAx AIC No Extl: AIC No E-MAIL DESS: support@thimble.com INSURER(S) AFFORDING COVERAGE NAIC # https://support.thimble.com/ INSURER A: National Specialty Insurance Company 22608 INSURED eseo RTD Limited DBA Run The Day INSURER B; EACH OCCURRENCE $ 1,000,000 2021 Chestnut St, Philadelphia, PA, 19103 INSURER C: INSURER D: icampbe11440@gmail.com INSURER E: INSURER F: https://www.thimble.com/check-policy-status/ EST COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR NUMBER EFF POLICPOLICY IYYYY MM/DDY POLICY EXP MM DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X] OCCUR 01/25/2024 6:34 PM 01/25/2025 6:34 PM EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (E.0,$ 100,000 MED EXP (Any one person) $ 5,000 EST EST A N N IBL-FKDU2WX74 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 PRODUCTS - COMP/OP AGG $ 1,000,000 X POLICY 7 PRO JECT ❑ LOC $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY L AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ OFFICER/MEMBER EXCLUDED? ❑NIA (Mandatory in NH) E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liability - Occurrence N N IBL-FKDU2WX74 77577927— 6:34 PM EST 6:34 PM EST EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A Cyber Insurance - Claims -Made N N IBL-FKDU2WX74 01/25/2024 6:34 PM EST 01/25/2025 6:34 PM EST EACH CLAIM $ 100,000 AGGREGATE Is 100,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space isrequired) (con't on form Acord 101) Utt< 1 II-IUA I t MULUtK VANVCLLA I IVIV Ian Campbell an RTD Limited SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Y k[4 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: Icampbel1440@gmall.com LOC #: 1 A O ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Verifly Insurance Services, LLC DBA Thimble Insurance Services NAMEDINSURED eseo RTD Limited DBA Run The Day 2021 Chestnut St, Philadelphia, PA, 19103 icampbe11440@gmail.com POLICY NUMBER IBL-FKDU2WX74 CARRIER NAIC CODE National Specialty Insurance Company 22608 EFFECTIVEDATE: 01/25/2024 6:34 PIM EST ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: Acord 25 FORM TITLE: Certificate Of Liability Insurance Description of Operations (con't) Episodic Coverage (THSN CG 02 04 02 21) for policy number IBL-FKDU2WX74 until 01/25/2026 6:34 PM EST ACORD 101 (2008101) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD