EBlX Insurance No. *S200004565
AGREEMENT FOR SERVICES
BETWEEN THE
SANTA CLARA STADIUM AUTHORITY,
AND
THE PUN GROUP, LLP
PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority (Authority), a joint exercise of powers entity, created through Government Code sections 6500 et seq., and The Pun Group, LLP, a California Limited Liability Partnership, (Contractor).
Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A Authority desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of Authority; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between Authority and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with The Pun Group, LLP
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on August 18, 2020 and terminate on December 31, 2021.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to Authority when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, Authority may make corrections or replace materials or services and charge Contractor for the cost incurred by Authority.
5. QUALIFICATIONS OF CONTRACTOR M STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and Authority expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's ~ete performance of Services, Authority shall pay Contractor for all time and materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is based on time and materials not to exceed $23,650, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's Agreement with The Pun Group, LLP
Rev. 07-01-18
expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A.
B.
C.
Termination for Convenience. Authority shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Authority may terminate this Agreement immediately upon written notice to Contractor.
Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to Authority all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
Authority and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without tl1e prior written approval of Authority. Contractor shall not hire subcontractors without express written permission from Authority.
Contractor shall be as fully responsible to Authority for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Authority. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with The Pun Group, LLP
Rev. 07-01-18
or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of Authority, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services.
Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of Authority but Contractor may retain and use copies thereof. Authority shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF AUTHORITY TO INSPECT RECORDS OF CONTRACTOR Authority, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Authority. Any expenses not so recorded shall be disallowed by Authority. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Authority.
Contractor shall submit to Authority any and all reports concerning its performance under this Agreement that may be requested by Authority in writing.
Contractor agrees to assist Authority in meeting Authority's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify Authority, its Board, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and Agreement with The Pun Group, LLP
Rev. 07-01-18
attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity directly arising from, or alleged to directly arise in whole or in part from, or directly connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by Authority connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of Authority; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full Authority and Authority's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against Authority (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless Authority for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to Authority, insurance policies as set forth in Exhibit C.
16. WAIVER
Contractor agrees that waiver by Authority of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither Authority's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
Agreement with The Pun Group, LLP
Rev. 07-01-18
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to Authority addressed as follows:
Santa Clara Stadium Authority
Attention: Treasurer
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:
The Pun Group, LLP
2121 N. California Blvd., Suite 290
Walnut Creek, CA 94596
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the Authority of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with Authority's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no Authority officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts Agreement with The Pun Group, LLP
Rev. 07-01-18
Page6
which would violate these code provisions. Contractor will advise Authority if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF AUTHORITY NAME OR EMBLEM
Contractor shall not use Authority's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of Authority.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement shall only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Agreement with The Pun Group, LLP
Rev. 07-01-18
25. COUNT ERPA RTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
SAN TA CLARA STA DIUM AUTHORITY
a Joint Exercise of Powers Entity, created through Government Code sections 6500 et seq.
Approved as to Form: Dated: Cj l 10 I wio
)&ti~~
Stadium Authority Counsel Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"AUTHORITY"
THE PUN GROUP, LLP
a California Limited Liability Partnership
Dated: -7---+-'-/_i--_~~-/~.'2,/D~~-------- ---
By (Signature): _ ·_A,.._&_-........,__,_f_l-____ ~ - ----- Name: _ _ _ tj,_,.l.:);=--"'-'M.-', ~t/.~iI'--f-,2~'fl~r'- ~~~-- - - --- Title: NA rJ. , ,.J · ';4/t /1/'.y..._ ----=--'---'--''-'-"-'---'-"'-'-'~~-'-'--'--,,,__- - ~ ---- Pr inc i pa I Place of )Oo --€-. ~"'~ ~or"' le, -Av& . J t:u)t .C.o o Business Address : f-AN)..q Aiv'-A , M 9 >-}o,t -~-,...! ~----'-+-~--~~~--~.------ Email Address: ---'-/:i-'-?--J._ . -'-?t--'-{rt_.&_.,__(e._t./_ '5-'--'-((.P_ c.,,__,_p--'-, --"a-"'"':;,rt1"'--=-------- Telephone: ~~) ~tf~(f.f,,___- __,_7~1_,_±_..-~f~tl~o_/ _____ _ _ Fax: ( ) 1?-:.f/~ ->:·N:-- BBS>o
Agreement with The Pun Group, LLP
Rev. 07-01-18
"CONTRACTOR"
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the Authority by the Contractor under this Agreement are set forth below.
BACKGROUND:
The Bay Area Host Committee ("the Committee") is a nonprofit corporation founded to serve as the local organizing committee focused on bringing events to the Bay Area that drive economic vitality. The Committee was created to work with the College Football Playoff ("CFP") to promote, organize and execute the 2019 College Football Playoff National Championship and its related events. In July 2018, the Committee entered into an Assignment and Assumption Agreement with the Forty Niners Stadium Management Company, LLP to host the January 7, 2019 CFP National Championship Game ("the Game") and ancillary events associated with it at Levi's Stadium. As part of the agreement under Section 4e of the Assignment, the Committee agrees to provide an accounting of the Game as follows: (1) the Committee shall provide to the Stadium Authority Executive Director an Initial Accounting to be completed by June 30, 2019 consisting of a profit and loss statement of the Game and possession of all hardcopy and softcopy supporting documentation and such additional information as may be necessary to confirm the information set forth in such profit and loss statement and; (2) the Committee shall provide the Stadium Authority Executive Director with an annual audit of its financial statements by a recognized third-party accounting firm and it shall provide a copy of the audited financial statement for the fiscal years that include Stadium Authority related activity.
The Committee provided a copy of the audited financial statements and all the supporting documents relating to the Game ("the Financial Statements") to the Stadium Executive Director at the conclusion of reconciling the financial data for the Game.
As part of the agreement under section 4e, the Committee agrees to provide an accounting of the Game as follows:
a Committee will provide to the Stadium Authority Executive Director an Initial Accounting to be completed by June 30, 2019 consisting of a profit and loss statement of the Game and possession of all hardcopy and softcopy supporting documentation and such additional information as may be necessary to confirm the information set forth in such profit and loss statement and; a Committee will provide the Stadium Authority Executive Director with an annual audit of its financial statements by a recognized third-party accounting firm and it shall provide a copy of the audited financial statement for the fiscal years that include Stadium Authority related activity.
Agreement with The Pun Group, LLP/Exhibit A-Scope of Services Rev. 07-01~18
SCOPE OF SERVICES TO BE PERFORMED UNDER THE AGREEMENT:
Scope of Services
The Stadium Authority desires to hire a qualified accounting firm ("Contractor") to provide certain agreed-upon procedures and the Contractor will provide a written Independent Accountants
1 Report of agreed upon procedures covering the procedures and findings made in connection with the subject matter, as further defined in Attachment A, which is to assist the users understanding of the Committee's initial accounting of the Revenues and Expenses of the 2019 College Football Playoff National Championship as provided by the Bay Area Host Committee and reported in the March 31, 2019 Audited Financial Statements (Objective).
To accomplish this objective, Contractor will perform certain agreed upon procedures in accordance with Statement on Standards for Attestation Engagements No. 19 Agreed Upon Procedures to the subject matter as further defined in Attachment A.
Vanessa Burke will serve as the Engagement Partner, to ensure the firm is committed to perform all of the required work, complete the services requested, and issue the necessary reports within the time periods as outlined in our proposal.
The Contractor will provide a written report covering procedures and findings. The Contractor's report, including schedules and attachments thereto, as well as any working paper documentation of any kind created as a result of Contractor's provision of Services, shall not be used or distributed for any other purpose, without prior written consent, except as required by law.
Agreement with The Pun Group, LLP/Exhibit A-Scope of Services Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
Contractor will bill Authority on a monthly basis for costs incurred inclusive of expensive for services provided by Contractor during the preceding month on an invoice and in a format approved by Authority and subject to verification and approval by Authority.
Authority will pay Contractor within thirty (30) days of Authority's receipt of an approved invoice.
The Fee for performing the Agreed Upon Procedures the Agreed Upon Procedures associated with the 2019 College Football Playoff National Championship will be as follows:
Partners
Managers
Senior Auditors
Staff Auditors
Meals and Lodging
Transportation
other (Specify)
Total for Services Described
RFP
Less Professional Discount:
25 $ 250
60 $ 200
70 $ 175
50 $ 125
100
215
$ 225 $ 5,625
$ 175 $ 10,500
$ 125 $ 8,750
$ 100 $ 5,000
$ 60 $ 600
Included
Included
Included
30,475
*NOTE: The above fee is based on Time and Materials Not to Exceed (T&M NTE) amount. The Firm's policy is to maintain flexible billing rates to meet the needs of clients and help them control costs. Contractor will absorb expenses such as travel time and costs, per diem expenses, equipment, and printing costs. Additionally, our Partners will be available to provide advice and consultation as necessary to the Authority throughout the engagement. The Firm will also absorb these costs.
Agreement with The Pun Group, LLP/Exhibit 8-Schedule of Fees Rev. 07-01-18
Standard Rates and Rates for Additional Services
Should the Authority require or request additional services beyond the services listed under this proposal, such addltional services will be communicated to you in advance and subject to mutual agreement.
Contractor's standard hourly rates vary according to the degree of responslbility involved and the experience level of the personnel assigned to your engagement. Contractor's rates effective as of January 1, 2020 and through the term of this Agreement is as follows:
Engagement Partner
Concurring Partner
Engagement Manager
Senior Auditor/In-Charge
Staff
$250/hour
$250/hour
$200/hour
$175/hour
$125/hour
In accordance with our firm policies, work may be suspended if your account becomes 60 days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You wlll be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination.
Agreement wlth The Pun Group, LLP/Exhibit B-Schedule of Fees Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
FOR PROFESSIONAL SERVICES
Without limiting the Consultant's indemnification of the Santa Clara Stadium Authority ("Stadium Authority"), and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the Stadium Authority, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the Stadium Authority so that any other coverage held by the Stadium Authority shall not contribute to any loss under Consultant's insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
Agreement with The Pun Group, LLP/Exhibit C-lnsurance Requirements Exhibit C-06
Rev. 02-01-15
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the Stadium Authority, its governing board, subordinate boards, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per occurrence or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the Stadium Authority General Counsel's Office.
Agreement with The Pun Group, LLP/Exhibit C-lnsurance Requirements Exhibit C-06
Rev. 02-01-15
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. The Santa Clara Stadium Authority, its governing board, subordinate boards, officers, employees, volunteers and agents ("Indemnified Parties") are hereby added as additional insureds in respect to liability arising out of Consultant's work for the Stadium Authority, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnified Parties may possess, including any self-insurance or self-insured retention they may have. Any other insurance that the Indemnified Parties may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant's insurance.
3. Cancellation.
4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to the Stadium Authority at least ten (10) days prior to the effective date of such modification or cancellation.
In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to the Stadium Authority at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.
Agreement with The Pun Group, LLP/Exhibit C-lnsurance Requirements Exhibit C-06
Rev. 02-01-15
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and the Stadium Authority agree as follows:
1. Consultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by the Stadium Authority, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to the Stadium Authority for review.
2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge the Stadium Authority or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the Stadium Authority. It is not the intent of the Stadium Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the Stadium Authority for payment of premiums or other amounts with respect thereto.
3. The Stadium Authority reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to the Stadium Authority and as described in this Agreement.
Consultant shall file with the Stadium Authority all certificates and endorsements for the required insurance policies for the Stadium Authority's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage, and be delivered to the Stadium Agreement with The Pun Group, LLP/Exhibit C-lnsurance Requirements Exhibit C-06
Rev. 02-01-15
Authority through its representative as set forth below, at or prior to execution of this Agreement. Upon the Stadium Authority's request, Consultant shall submit to the Stadium Authority copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to the Stadium Authority pursuant to this Agreement shall be mailed to:
Santa Clara Stadium Authority
c/o Ebix, Inc.
P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
or 1 Ebix Way
John's Creek, GA 30097
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the Stadium Authority or its insurance compliance representatives.
Agreement with The Pun Group, LLP/Exhibit C-lnsurance Requirements Exhibit C-06
Rev. 02-01-15
ATTACHMENT A
The agreed-upon procedures are as follows:
1. We will select 25 revenue transactions from the general ledger for the following categories: (20) ticket sales, (5) sponsorship and suite rentals and agree the amount, customer, date, and description to the detailed deposit and posting to the bank statements
a. Agree bank deposit to the posting in the general ledger for each classification.
b. Agree Ticketmaster daily sales report for the months May 2018 to January 2019 for the Game, to the total ticket revenue posted in the general ledger. c. Obtain Game Day reconcfliation from the turnstile, ticket, bar code report and agree to the Ticketmaster daily sales report.
d. For sponsorship/suite rental, obtain llst and select five samples. Agree the amount to the copy of the agreement and to the detail of the customer's account for billed and paid amounts.
e. For the 25 transactions, recompute the revenue collected and allocated based on the terms and conditions of the agreements and support provided, compare to amount posted in the general ledger.
2. For Game day concession sales, obtain game day concession report for food and beverage sales.
a. Agree the report to the invoice from the concessionaire. b. Recompute the revenue share based on the terms of the agreement.
3. For other revenue categories, agree amount per the Committee's Financial Statements to the Committee's adjusted detailed trial balance.
4. We will select 25 non-payroll expenditures from the general ledger and agree the amount, payee, date, classification, and description to the support.
5. Agree the payroll expenditure and support for the Game to the Authority's payroll summary,
a. From the Authority's payroll summary, agree amount paid to the timesheets for a sample of employees.
b. Recompute amount paid using approved rate of pay.
c. Agree the recomputed amount paid to the amount charged for the Game.
6. Obtain a list of any adjustments made to revenue or expenses under the terms of the contract. Obtain the supporting detail for the adjustment. Compare the adjustment made to the supporting documentation for the adjustments and agree amount and date.
Agreement with The Pun Group, LLP/Attachment A Page 1