7 LEAVES HOLDING, INC. DBA 7 LEAVES CAFÉ

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INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK N-2024-048 DATE: FEB 0 1 ZR4 PARTNERSHIP AGREEMENT WITH 7 LEAVES HOLDING, INC., �. 9a c 5 a CF0 DBA 7 LEAVES CAFE FOR FOUNDATION LEVEL PARTNERSHIP (_ L, IAn402 THIS PARTNERSHIP AGREEMENT ("Agreement") is made and entered into this 1st day of February 2024 by and between 7 Leaves Holding, Inc., a California corporation dba 7 Leaves Cafe ("Partner"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City is producing its Tet Festival event on Saturday, February 3, 2024, and desires to retain partners for such City event. B. Partner represents that it is able and willing to enter into a partnership for City event(s). C. In undertaking the performance of this Agreement, Partner represents that it is knowledgeable in its field and that any activities conducted by Partner under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in such field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. PARTNER BENEFITS In exchange for the consideration specified in Section 3 below, Partner shall be entitled to the benefits at the City event(s) as described in Exhibit A ("Event(s)"), attached hereto and incorporated by reference. Partner grants to City the right to use Partner's trademark(s), trade name(s), logo designs and company descriptions ("Marks") as prepared and delivered to City by Partner in any medium of advertising, marketing materials, and/or promotional goods distributed in conjunction with the Event(s) and in accordance with Partner's usage guidelines. The manner and display of Partner's Marks must be specifically approved in writing and in advance by an authorized representative of Partner. 2. CITY RESPONSIBILITIES In exchange for the benefits specified in Section 1 above and for the consideration specified in Section 3 below, City shall be obligated to provide and perform the responsibilities as described in Exhibit A. 3. PARTNERSHIP CONSIDERATION For its participation as a Partner for the Event(s), Partner shall provide to the City in -kind contributions valued at Two Thousand Dollars and Zero Cents ($2,000) as further described in Exhibit A. Partner shall not be entitled to the partnership benefits under this Agreement, or to Page 1 of 6