HomeMy WebLinkAboutRunners Mind Productions 03.28.25AGREEMENT
THIS AGREEMENT is made and entered into on the 28th day of March 2025 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN")
and Runner's Mind Productions (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:
CONTRACTOR shall conduct and maintain service as outlined
in Exhibit "A."
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR as described in Exhibit "A" along with
compensation.
3. TERMS. The services and/or materials furnished under this Agreement shall
commence May 1st, 2025 and shall be completed by May 12, 2025 unless terminated
purs_uant to Section 5(t).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed three thousand five
hundred dollars and zero cents ($3,500.00) within thirty (30) days
following 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
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.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services under this Agreement as follows:
i. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined.
$1,000,000.00 per occurrence including commercial form, personal
mJury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit
exists, it shall apply separately or be no less than two (2) times the
occurrence limit.
ii. NOTICE OF CANCELLATION: The City requires 30 days written notice of
cancellation. Additionally, the notice statement on the certificate should
not include the wording "endeavor to" or "but failure to mail such notice
shall impose no obligation or liability of any kind upon the company, its
agents or representatives."
iii. CERTIFICATE OF INSURANCE: Prior to commencement of services,
evidence of insurance coverage must be shown by a properly executed
certificate of insurance and it shall name "The Town of Los Altos Hills, its
elective and appointed officers, employees, and volunteers" as additional
insureds to the general and auto liability policies.
iv. To prevent delay and ensure compliance with this Agreement, the
insurance certificates and endorsements must be submitted to:
Town of Los Altos Hills -Contracts
26379 Fremont Road
Los Altos Hills, CA 94022
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.
Town of Los Altos Hills
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.
f. 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 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. 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.
Town of Los Altos Hills
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:
Emina Mahic
Community Services Supervisor
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
esteta@losaltoshills.ca.gov
Town of Los Altos Hills
CONTRACTOR:
Signature
Frank Durso
Frank Durso, Owner
Print name, Title
TOWN L TO --Ht LS:
l
By:
Date
Exhibit A -Additional Terms and Scope of Service
Additional Terms
1. CONTRACTOR will provide services as detailed in CONTRACTOR'S Timing/Event
Management Services Contract (attached).
2. Upon delivery, TOWN will pay CONTRACTOR a $1200 base fee+ $2.30/
registered runner (includes the cost of the chip). The event will be responsible for
the cost of any unused chips affixed to an unused bib. Minimum fee is $1800.
3. The CONTRACTOR shall invoice the TOWN upon completion of service delivery.
4. TOWN will supply CONTRACTOR with runner registration information.
5. The TOWN reserves the right to cancel or move CONTRACTOR's classes/camps
to a different date/time/location if special circumstances arise.
6. The TOWN shall not pay the CONTRACTOR for events that are cancelled.
7. The TOWN reserves the right to promote the program. The CONTRACTOR shall
request and obtain written approval from the TOWN prior to engaging with third
party publications for promotional activities related to services provided under
this agreement.
8. CONTRACTOR shall have all employees fingerprinted by the local Sheriff and/or
the Department of Justice. CONTRACTOR shall supply these files to the TOWN
upon request.
9. CONTRACTOR shall have all employees working with minors complete Mandated
Reporter Training and submit certificate to TOWN upon request. http://
mandatedreporterca.com/training/generaltraining.htm
Town of Los Altos HIiis
Scope of Service
Below please find the scope of service provided by the CONTRACTOR. However, services
are not limited to the below as programming may be added or cancelled with the consent of
the TOWN.
23rd Annual Los Altos Hills Pathways Run/Walk
Come out to celebrate the 23rd Annual Los Altos Hills Pathways Run/Waiki This annual event begins at
Westwind Community Barn, travels through the Byrne Preserve, and extends into the Los Altos Hills
Pathways system. The run features a hilly and challenging SK and 10K Pathways Run/Walk and a 1-Mile
Fun Run. To register, volunteer, or for more race Information visit lahpathwaysrun.org.
Date: 5/10
Day: Saturday
Time for 5K/10K: 9:00 am
Time for 1-Mlle Fun Run: 10:30 am
Event Website: lahpathwaysrun.org
Registration: https://bit. ly /annual pathwaysrun-waik
5k/10k: $50
1-mile fun run: $35
Group Discounts: $5 off per person with groups of 10 or larger.
Town of Los Altos Hills
Contract for Timing/Event Management Services
Proposal Date: 3/27/2025
Event Name: 2024 Los Altos Hills Pathways 5k and 10k
Event Date: 5/1/2025
Timed Events: 5K, 1 Ok
A Runner's Mind Productions will provide the following:
Timing and Event Support:
• Schedule and hold regular conference calls with event team to review race logistics.
• Schedule and attend a pre-event walk-through with race staff.
• Race-day registration coordination and support with race staff.
• Optional Early Packet Pickup hosted in any of our Bay Area Retail locations
• Race Day packet pick-up coordination and support with race staff.
• Registration equipment including: laptop, extension cords, generator.
Exhibit A
• Timing and scoring of all registered participants utilizing the ChronoTrack RFID "chip" timing system
• Finish line equipment and set up: digital clock, canopy timing tent, cones, Start/ Finish Flags
• Printed results at the completion of the race and throughout the race as requested.
• Online results posted same day at www.sweatracker.com
Additional Services:
• Event featured in one (1) email blast from A Runner's Mind (20,000 active customer emails)
• Event included on local list of events in our weekly newsletter
• Event featured in two (2) Facebook posts from A Runner's Mind (3,200 active followers and growing)
• Event poster and postcards displayed in all ARM locations
Additional Services (For Fee -Check all that apply):
□ Customized Race Bibs; $0.39/ bib+ $100 setup fee for new bibs & bibs from previous events with significant
modifications to the original or existing design. Cost may vary based on quantity and market conditions
□ Full-service online registration through www.RunTheDay.com
□ Custom T-shirts (Call for more information)
□ Finish Line Photos with our referral partner (Call for more information)
□ Course measurement with calibrated wheel (non-USATF certified -minimum $300/ course)
□ Inflatable Arch ($200)
□ Public Address System ($100)
Timing Platform:
This contract contains Information that may be confidential or may constitute non-public Information. It Is Intended to be viewed by the designated recipient
named above. If you are not the Intended recipient of this contract, please delete all copies both electronic and/or paper. Any use, dissemination,
distribution, or reproduction of this message by or to unintended recipients Is not authorized and may be unlawful.
• A Runners Mind Productions deploys the Chronotrack RFID software and hardware platform.
• The timing system consists of a primary RFID tracking device, and a secondary (backup) RFID tracking device. Each
RFID tracking device has multiple, redundant, independent, hardwired antennas/transponders collecting data.
• Each RFID reader is powered by 120VAC power, fed by our generator. As a backup, each RFID device contains two
(2) 12VDC rechargeable and removable batteries, with a total capacity of up to four hours. Our timing team brings
additional spare batteries.
• Both the primary and secondary systems operate simultaneously, in parallel, and completely independent of each
other. In the event that one system should fail, the other system will continue to collect and feed data into the scoring
software.
• As an additional precaution, our timing crew records bib numbers manually using two (2) independent, key-pad timing
devices (double redundancy),
• Our timing team brings two (2) PC's to the event for scoring, in the event that one PC should experience technical
issues.
• On a full tank of gas, our generator can provide power for our PA system, arch blower, and all of the timing equipment
upwards of eight (8) hours.
Event Scoring Rules:
• A Runners Mind Productions times and scores road races In accordance with the most current USATF Competition
Rules, unless specifically directed by the event staff to score the event, based on the unique characteristics of the
event (to be indicated by the event staff in the "Additional Instructions" on page 4)
• The overall winners shall be scored based on "gun time"
• Age group winners shall be scored on "chip time" (which is also referred to as "net time")
• Runners who finish after the published cutoff time will be scored as "did not finish"
• In the event of a protest by a participant, the Race Director shall have the final determination of the validity and
resolution of the protest.
Distribution of Awards and on-site Results:
• Results will be continually updated and reposted throughout the event.
• Overall and age group award reports will be delivered to the event staff no later than ten (10) minutes prior to the
posted/ advertised time of the awards ceremony.
• The event timer, at his/her discretion, may advise the event staff to delay the awards ceremony, should there happen
to be additional QA/QC required for accurate awards.
• In the event that additional QA/QC results in the delay of the awards ceremony·, the event timer shall communicate
such issues to the event staff, to establish a mutually agreeable and reasonable time for the awards ceremony.
• The event staff is prohibited from changing or modifying the age group categories/ depth of placement once the event
has started.
• A Runner's Mind Productions will deliver -via email -PDF copies of the on-site hardcopy posted results, and an excel
registration report containing all registered participant information, exported directly from the timing software.
Post-Event Timing Corrections:
• Online results will be uploaded and posted no later than two (2) hours from the conclusion of the event, and a direct
link to the results will be sent to the event staff via email. Results are posted at www.sweattracker.com
• A Runners Mind Productions will respond to all written requests for corrections or clarifications within twenty-four (24)
hours of receipt of the request. The Race Director will be copied on all correspondence.
• A Runner's Mind Productions will post revised online results on or before the day immediately following the event, and
then again on the Wednesday immediately following the event, and then a final upload of revised updated results seven
(7) calendar days after the event.
• The protest/ correction period is considered closed after seven (7) calendar days, in accordance with the 2018 USATF
Competition Rules, rule #146c.
• In the event that a correction to posted results would affect the original awards and placements, A Runner's Mind will
communicate such changes to the Event Director. It is the responsibility of the Event Director to resolve such Issues
with the affected runner(s) with respect to the re-distribution of awards and prizes.
Event Organization to provide the following:
• Race bibs, adequate volunteers for event day packet pick-up, race day registration, solutions desk, course monitoring/
This contract contains information that may be confidential or may constitute non-public information. It is Intended to be viewed by the designated recipient
named above. if you are not the Intended recipient of this contract, please delete all copies both electronic and/or paper. Any use, dissemination,
distribution, or reproduction of this message by or to unintended recipients is not authorized and may be unlawful.
traffic control, awards desk, etc.
• An adult volunteer dedicated to start/finish line logistics, under the direction of the Timing staff.
• An emcee for finish line announcing (if selected on "Additional Services For Fee" on page 1)
Exclusions (unless otherwise requested by the event staff, for fee):
• Race Day Registration using paper forms
• Course measurement, marking, marshalling/ traffic control and traffic control devices (other than what is required for
the finish/start line staging)
• Labelling of bibs with preregistered runners' information. See additional services, page 1.
• Water Station setup, refreshments, tear-down, waste removal and staffing.
• Split Timing Points.
Clarifications:
• The timing team will arrive no later than ninety (90) minutes prior to the start of the event, and no earlier than two hours
prior to the start of the event.
• In the event of high wind conditions, the event timer-at his/her discretion-shall determine if the use of the arch presents
an unsafe condition for the event, and shall subsequently elect to remove the arch from the start/finish area.
Timing Fees:
• $1200 base fee + $2.30/ registered runner (includes the cost of the chip). The event will be responsible for the cost of
any unused chips affixed to an unused bib. Minimum fee is $1800.
• There is a $75 surcharge should the start line and finish line be >100 yards apart from each other.
• Selected "For Fee Additional Services" on page 1 will be added to the total cost of the Timing Fees
Deposit
• Upon execution of this contract, A Runner's Mind Productions will electronically submit an invoice in the amount of $500. The
deposit is due within seven (7) days of the execution of this contract.
Email Address of Party Responsible for DeposJt Invoice Payment: _________________ _
Balance
• The balance is due within fourteen (14) business days of completion of the event. "ARM Productions" will electronically invoice
you for the balance.
Billing Name & Address
Name: Telephone:
Address: Email Address: ___________ _
Entered into this 3/28/2025 by and between "ARM Productions" and EVENT ORGANIZATION listed above. Witness: That for and in
consideration of payments the described herein shall be performed by said parties in the above.
(date) (Event Race Director)
----------''-----------------------------------(date) Frank Durso (for "ARM Productions ")
Awards and Age Group Bracket Sheet
This contract contains Information that may be confidential or may constitute non-public Information. It is Intended to be viewed by the designated recipient
named above. If you are not the intended recipient of this contract, please delete all copies both electronic and/or paper. Any use, dissemination,
distribution, or reproduction of this message by or to unintended recipients Is not authorized and may be unlawful.
Awards for the overall Male and Female winners (circle)? YES NO
Please indicate how many of the overall winners will receive prizes (circle):
1st place only 1st & 2nd place only 1st , 2nd and 3rd place
Are the overall award winners eligible to receive age group awards?*
Is Team Scoring Required (circle)?
YES
YES
NO
NO
Please Indicate Age Group brackets (ex: 19-29, 30-39). For each bracket, please indicate the depth of
award winner placement (circle).
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st & 2nd place only
1st, 2nd and 3rd place
1 st , 2nd and 3rd place
1st , 2nd and 3rd place
1st, 2nd and 3rd place
1 st , 2nd and 3rd place
1 st , 2nd and 3rd place
1st, 2nd and 3rd place
1st , 2nd and 3rd place
1st, 2nd and 3rd place
1st, 2nd and 3rd place
1st, 2nd and 3rd place
1st, 2nd and 3rd place
* It is standard practice in competitive road racing to exclude the overall winners from also receiving an age group
award (by default, the overall winners will also "win" or place in their respective age group brackets). Providing
an award for both winning the race AND placing in an age group is referred to as "double dipping" and in order
to provide a fair and competitive atmosphere for all participants, we strongly recommend avoiding this practice.
Overall winners would be excluded from also receiving an award for their respective age group.
Additional Instructions/ Requests:
Glossary:
RFID Timing/ "Chip Timing":
RFID based timing ("Radio Frequency identification") is a platform that utilizes a series of small, uniquely encoded RFID tags
This contract contains Information that may be confidential or may constitute non-public information. It Is Intended to be viewed by the designated recipient
named above. If you are not the Intended recipient of this contract, please delete all copies both electronic and/or paper. Any use, dissemination,
distribution, or reproduction of this message by or to unintended recipients Is not authorized and may be unlawful.
("chips") that are individually affixed to the participants' bib. Each RFID "chip" is encoded with the participants' individual bib
number. RFID platforms typically utilize a series of ground-based or pole-mounted antennas/transponders that can detect,
register, and read each individual encoded "chip" as the participant crosses both the start line and finish line. Ground antennas
are typically referred to as "mats." A Runner's Mind Productions deploys an RFID system manufactured by Chronotrack, a
subsidiary of LifeTime Fitness International. Our timing team Is factory trained and certified operators of the Chronotrack
hardware and software platform.
Gun Time:
Assuming that a participant is some arbitrary distance behind the start line prior to the start of the event, an event scored
utilizing "gun time" includes the amount of time that it takes the participant to reach the start line from their Initial starting
position, in their overall finishing time. Example: a participant Is standing ten (10) feet behind the start line, and, at the sound
of the audible start of the race, it takes the participant fifteen (15) seconds to reach the start line. Those fifteen (15) seconds
are included in the participant's overall finishing time. Races scored utilizing "gun time" typically have what's referred to as a
"gun start" which is a reference to the tradition of using a starter pistol to signal the start of the event.
Chip Time/ Net Time:
Assuming that a participant is some arbitrary distance behind the start line prior to the start of the event, "chip time" excludes
the amount of time that it takes the participant to reach the start line from their initial starting position, in their finishing time.
Using the same example above, the fifteen (15) seconds required to cross the start line is not included in the participant's
overall finishing time. If, as an example, the participant's finishing "chip" time is 26:32, their respective gun time would be
26:47. Both the "gun" time and "chip" time are indicated on the printed and online results reports.
Overall Winners:
The runners that physically cross the finish line first, and as such, are deemed the winners of the event. Overall winners are
typically the first male and female, or first two males and females, or the first three males and females. As explained on page
3, overall winners are typically excluded from also winning their respective age groups
"Double Dipping"
See page 3 for a complete definition.
Finish Line Announcing/ Announcer System:
RFID timing devices that allow the participants' name and finishing time -as they cross the finish line -to be displayed on a
PC or tablet, for announcement by the event emcee utilizing a public address system.
Dynamic Bib Assignment:
Dynamic bib assignment utilizes an electronic registration portal that allows participants to be assigned a bib upon arrival at
packet pickup, or, the morning of the event, regardless of whether the participant registered in advance or on the morning of
the event (or at packet pick-up). Dynamic bib assignment eliminates the need for paper registration forms for on-site, day-of
registration. Additionally, it may eliminate the need for pre-assigning and preparation of bibs for the pre-registered participants.
Results Kiosks:
In lieu of printed hard copies of the results that are posted on-site during the event, a results kiosk consists of a series of
Chromebook or laptops, each displaying the participants' individual results in a dynamic web browser. The participant simply
enters their name or bib number, and their results will be displayed on-screen.
USATF:
The United States Track and Field Association is the governing body for domestic road, cross country, and track & field
events. The USATF has created and maintained set of Rules Of Competition, that specify how individual events are to be
managed and officiated.
USATF Course Certification:
The United States Track and Field Association has established a standard set of procedures to measure the distance of an
event, to ensure that the distance -as advertised -is true. Only USATF certified course measurement professionals can
certify a course to the USATF standard, and only a USATF certified course can be advertised as "certified" in event literature
and marketing. USATF certification expires after ten (10) years, and if an RD makes a deviation from the course, said course
will need to be recertified. USATF certified course maps are publicly available on the USATF website
Signature: Tra11k J)urso
Frank Ourso (Apr 10, 2025 08:59 PDT)
Email: frank@arunnersmind.com
This contract contains information that may be confidential or may constitute non-public Information. It Is Intended to be viewed by the designated recipient
named above. If you are not the Intended recipient of this contract, please delete all copies both electronic and/or paper. Any use, dissemination,
distribution, or reproduction of this message by or to unintended recipients Is not authorized and may be unlawful.
Runner's Mind Agreem nt -Pathways Run
Walk 2025
Final Audit Report 2025-04-10
Created:
Emina Steta (estela@losalfoshills:ca.gov}
Status: • Signed ••
-----
Transaction ID: CBJCHBCAABAAqrVBxvvotdwtV\IJ;Be~~iqsG7x8s9[Cg.•·.·
"A Runner's Mind Agreement -Pathways Run Walk 2025" Histor
y
Document created by Emina Steta (esteta@losaltoshllls.ca.gov)
2025-04-07 -8:20:09 PM GMT
Document emailed to Frank Durso (frank@arunnersmind.com) for signature
2025-04-07 -8:20:14 PM GMT
Email viewed by Frank Durso (frank@arunnersmind.com)
2025-04-10 -3:59:16 PM GMT
Document e-signed by Frank Durso (frank@arunnersmind.com)
Signature Date: 2025-04-1 0 -3:59:42 PM GMT -Time Source: server
Agreement completed.
2025-04-10-3:59:42 PM GMT
■ Adobe Acrobat Sign