HomeMy WebLinkAboutNORTHGATE GONZALEZ MARKETS, INC.-„ City of Santa Ana
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AGREEMENT TERMINATION FORM
Please complete this farm in its entirety when the attached agreement and all
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City of Santa Ana
JUL0 6 22
City Clerk's Office
The agreement with[,�t
No, N-2023-078 was completed on 2 2 j and final payment has been made.
(List all amendments. Use space below if needed.)
Department: WG.5-A
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Signature: 5,G
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N-2023-078
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SPONSORSHIP AGREEMENT WITH NORTHGATE GONZALEZ MARKETS, INC.,
FOR CITY OF SANTA ANA'S 2023 FUN RUN EVENT
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THIS SPONSORSHIP AGREEMENT is made and entered into this 27th day of March
2023 by and between Northgate Gonzalez Markets, Inc., a California corporation ("Sponsor"),
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 5k/10k Fun Run ("Event") in Santa Ana on April 21 &
22, 2023 and desires to retain sponsors for the Event.
B. Sponsor represents that it is able and willing to provide sponsorship for the Event.
C. City and Sponsor desire to enter into this Sponsorship Agreement to identify each
party's respective responsibilities for the sponsorship.
D. Sponsor represents that it does not have any pending or open applications with the City
that require discretionary approval.
E. Sponsor represents that it is not adverse to the City in any pending or ongoing legal
proceeding.
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:
I. CITY RESPONSIBILITIES
As further detailed in Exhibit A, attached, in exchange for the benefits
specified in Section 2 below, City shall be responsible for providing the following to
Sponsor:
a. Sponsor's name and logo added to the Event t-shirts and fliers produced by
the City (logo to be provided by Sponsor); and
b. Space for Sponsor to setup a station to provide water and bananas for
participants of the Event.
2. SPONSOR RESPONSIBILITIES
a. As further detailed in Exhibit A, attached, in exchange for the benefits specified in
Section 1, Sponsor shall provide the following:
(1) Donation of $5,000 that will help offset the costs of the fees associated with
the Event to ensure that all participants can participate for free.
b. Sponsor grants to City the right to use Sponsor's trademark(s), trade name(s), logo
designs and Sponsor descriptions (collectively, "Sponsor Marks") as prepared and delivered to
City by Sponsor in any medium of advertising, marketing materials, and/or promotional goods
distributed solely in conjunction with the Event and in accordance with Sponsor's usage
guidelines. The manner of display of Sponsor Marks must be specifically approved in writing
and in advance by an authorized representative of Sponsor.
3. EXCLUSIVITY OF SPONSORSHIP
This sponsorship is non-exclusive. The City may enter into other sponsorship
agreements for this Event.
4. TERM
This Agreement shall commence on the date stated above and continue through April 22,
2023, after the Event, unless terminated as otherwise provided in this Agreement.
5. INDEPENDENT CONTRACTOR
Sponsor shall, during the entire tern of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be
construed to create an employer -employee relationship, a joint venture relationship, or to allow
the City to exercise discretion or control over the professional manner in which Sponsor
performs the services which are the subject matter of this Agreement; however, the services to
be provided by Sponsor shall be provided in a manner consistent with all applicable standards
and regulations governing such services. Sponsor shall pay all salaries and wages, employer's
social security taxes, unemployment insurance and similar taxes relating to employees and shall
be responsible for all applicable withholding taxes.
6. INSURANCE
During the term of this Agreement, Sponsor shall maintain and shall require its
subcontractors or agents, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance:
(1) Commercial General Liability Insurance. Insurance Services Office Form CG
00 01 covering COL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location (ISO
CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
(2) Worker's Compensation Insurance. In accordance with California State law,
Sponsor, if Sponsor has any employees, is required to be insured against liability
for worker's compensation or to undertake self-insurance. Prior to commencing
the performance of the work under this Agreement, Sponsor agrees to obtain and
maintain any employer's liability insurance with limits not less than $1,000,000 per
accident.
(3) Broader Coverage. If the Sponsor maintains broader coverage and/or higher limits than
the minimums shown above, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Sponsor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City.
b. Other Insurance Provisions
(1) Additional Insured Status. The City, its officers, officials, employees, and volunteers
are to be covered as additional insureds on the CGL policy with respect to liability arising
out of work or operations performed by or on behalf of the Sponsor including materials,
parts, or equipment furnished in connectionwith such work or operations. General
liability coverage can be provided in the form of an endorsement to the Sponsor's
insurance (at least as broad as ISO Form CG 20 10 1185 or if notavailable, through the
addition of both CG 20 10, CO 20 26, CO 20 33, or CG 20 38; and CG 2037 if a later
edition is used).
(2) Primary Coverage. For any claims related to this contract, the Sponsor's insurance
coverage shall be primary coverage at least as broad as ISO CO 20 0104 13 as respects
the City, its officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, or volunteers shall be
excess of the Sponsor's insurance and shall not contribute with it.
(3) Notice of Cancellation. Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
(4) Waiver of Subrogation. Sponsor hereby grants to City a waiver of any right to
subrogation that any insurer of said Sponsor may acquire against the City by virtue of the
payment of any loss under such insurance. Sponsor agrees to obtain any endorsement that
maybe necessary to affect this waiverof subrogation, but this provision applies regardless
of whether or not the City has received a waiver of subrogation endorsement from the
insurer.
(5) Self -Insured Retentions. Self -insured retentions must be declared to and approved by
the City. The City may require the Sponsor to purchase coverage with a lower retention
or provide proof of ability to pay losses and related investigations, claim administration,
and defense expenses within the retention. The policy language shall provide, or be
endorsed to provide, that the self -insured retention may be satisfied by either the named
insured or City.
(6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct
business in the state with a current A.M. Best's rating of no less than AXII, unless
otherwise acceptable to the City,
(7) Claims Made Policies. If any of the required policies provide claims -made coverage;
i, The retroactive date must be shown, and must be before the date of the contract or
beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of contract work.
iii. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy form with a retroactive date prior to the contract effective date,
the Sponsor must purchase "extending reporting" coverage for a minimum of five
(5) years after completion of work.
(8) Verification of Coverage. Sponsor shall furnish the City with original Certificates of
Insurance including all required amendatory endorsements (or copies of the applicable
policy language effecting coverage requiredby this clause) and a copy of the Declarations
and Endorsement Page of the CGL policy listing allpolicy endorsements to City before
work begins. However, failure to obtain the required documents prior to the work
beginning shall not waive the Sponsor's obligation to provide them.
The City reserves the right to require complete, certified copies of all required insurance
policies,including endorsements required by these specifications, at any time.
(9) Subcontractors. Sponsor shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Sponsor shall ensure that City
is an additional insured on insurance required from subcontractors.
(10) Special Risks or Circumstances. City reserves the right to modify these requirements,
including limits, based on the nature oftherisk, prior experience, insurer, coverage, or other special
circumstances.
7. INDEMNIFICATION
a. To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold
harmless City, its officers, agents and employees (collectively, the "City indemnified parties")
from and against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a "claim"; collectively, "claims"), which may arise from Sponsor's falsity or
breach of any representation or warranty or breach of any covenant or agreement made or to
be performed by Sponsor pursuant to this Agreement or Sponsor's negligent and/or willful
acts, errors and/or omissions of Sponsor, its principals, officers, agents, employees, vendors,
suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them
or for whose acts they may be liable for any or all of them. Notwithstanding the foregoing,
nothing herein shall be construed to require Sponsor to indemnify the indemnified parties from
any claim arising from the sole negligence or willful misconduct of the City indemnified
parties. This indemnity shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the amount
of indemnification to be provided by the Sponsor.
b. To the fullest extent permitted by law, the City shall indemnify, defend and hold
harmless Sponsor, its officers, agents and employees (collectively, the "Sponsor indemnified
parties") from and against any and all claims (including, without limitation, claims for bodily
injury, death or damage to property), demands, obligations, damages, actions, causes of action,
suits, losses, judgments, tines, penalties, liabilities, costs and expenses (including, without
limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a "claim"; collectively, "claims"), which may arise from the City's falsity or
breach of any representation or warranty or breach of any covenant or agreement made or to
be performed by the City pursuant to this Agreement or the City's negligent and/or willful
acts, errors and/or omissions of the City, its principals, officers, agents, employees, vendors,
suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them
or for whose acts they may be liable for any or all of them. Notwithstanding the foregoing,
nothing herein shall be construed to require the City to indemnify the Sponsor indemnified
parties from any claim arising from the sole negligence or willful misconduct of the Sponsor
indemnified parties. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation
upon the amount of indemnification to be provided by the City,
8. CONFIDENTIALITY
If either party receives from the other party information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, the receiving party
agrees that it shall not use or disclose such information except in the performance of this
Agreement, and further agrees to exercise the same degree of care it uses to protect its own
information of like importance, but in no event less than reasonable care. "Confidential
Information" shall include all nonpublic information. Confidential information includes not only
written information, but also information transferred orally, visually, electronically, or by other
means. Confidential information disclosed to either party by any subsidiary and/or agent of the
other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
sources; (b) is, through no fault of the receiving party, disclosed in a publicly available source;
(c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is
required to be disclosed by operation of law; or (c) is independently developed by the receiving
party without reference to information disclosed by the disclosing party.
9. CONFLICT OF INTEREST CLAUSE
Each party covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with this Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax:714-647-6956
Copies to: Parks, Recreation & Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 92702-1988
Fax: 714-571-4221
To Sponsor: Northgate Gonzalez Markets, Inc.
Attn: Teresa Blanco, Community Wellness Director
1201 N. Magnolia Ave.
Anaheim, CA 92801
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed asset forth above. If sent by fax, communication shall be effective or deemed to
have been given twenty-four (24) hours after the time set forth on the transmission report
issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Sponsor regarding the subject matter herein, and supersedes any and all other agreements, oral or
written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Sponsor. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Sponsor or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein,
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Sponsor,
Sponsor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services, which are the subject to
this Agreement performed by City personnel.
13. CANCELLATION OR TERMINATION
If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an
act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of
City, the Event or any part thereof is prevented from being held or is cancelled by City, City, in
its sole discretion, shall determine whether, based upon in part on whether Sponsor had delivered
on Sponsor's obligations under this Agreement, and how to compensate Sponsor, if at all, for any
loss of Sponsorship opportunity. City reserves the right to cancel any portion of the Event, as it
deems necessary and appropriate.
Cancellation by the Sponsor will be accepted only in writing.
14. NONDISCRIMINATION
Neither party shall discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, gender identity, gender expression, gender, medical conditions,
genetic information, or military and veteran status, age, national origin, ancestry, or disability,
as defined and prohibited by applicable law, in the recruitment, selection, teaching, training,
utilization, promotion, termination or other employment related activities or any services
provided under this Agreement. Each party affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations,
15. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
16. PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS
PROHIBITED
Sponsor must not confer a personal benefit, directly or indirectly, to any individual City
officer or employee.
17. NO ENDORSEMENT
Sponsorship shall not be deemed to constitute an endorsement by City of Sponsor, its
services, products, officials, board members, or owners.
18, LIMITATIONS
C. Editorial Control: City retains the right to exercise full editorial control over the
placement, content, appearance, wording, and design of sponsorship materials and messages.
d. No Use of City Logo or Seal: This sponsorship agreement does not allow for the
use of the City's seal or logo by sponsor.
C. Content; Sponsorship signage, materials, advertising, handouts, etc., provided by
sponsor pursuant to this agreement shall not contain the following:
(1) Obscenity;
(2) Pornography;
(3) Fighting words;
(4) Fraudulent material;
(5) Defamatory, libelous, or slanderous material;
(6) Promotion of illegal drugs, tobacco products, gambling, or adult
entertainment;
(7) Political campaign speech, speech that supports or opposes a ballot
measure or initiative, speech that supports or opposes any person running
for political office.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
c. The portions of this Agreement are severable. Any invalidity, unenforceability or
illegality of any provision or provisions, shall not act to invalidate the entire Agreement. Each term
or provision of this Agreement shall be construed to be valid and enforceable to the fullest extent of
the law.
IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship
Agreement the date and year first above written.
ATTEST:
CITY OF SANTA ANA
r
Kristine Ridge
City Manager
[signatures continued on next page)
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: ,i
randon Salvatierra
Deputy City Attorney
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Executive uectorofPazks,
Recreation and Community Services Agency
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EXHIBIT A
SCOPE OF SERVICES:
Northgate Markets Sponsorship/Donation
Northgate Markets ATTN:Teresa Blanco
Date: 3/23/2023
1201 N. Magnolia Ave Community Wellness Director
Anaheim, CA 92801
This Scope of Services is for a donation in the amount of $5,000 towards the City
5k/10K Fun Run event.
Northgate Markets will provide the following:
• Donation of $5,000 that will help offset the costs of the fees associated with
the I Ok event to ensure that all participants can participate for free during
the two-day event that will feature a new Kid's Dash event on Friday, April
21 and a 1 Ok component to compliment the popular 5k event on Saturday,
April 22.
In consideration of the sponsorship/donation, the City will:
• Add the Northgate Markets logo to event t-shirts and fliers produced by the City
as depicted in ATTACHMENT I and provide space for Northgate to setup a
station to provide water and bananas for participants of the Event.
ATTACHMENT 1
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Garcia, Stephanie
From: City of Santa Ana <certificate-request@ctrax.jdidata.com>
Sent: Monday, April 10, 2023 9:48 AM
To: Teresa.Blanco@northgatemarkets.com; mleon@santa-ana.com; Garcia, Stephanie
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AG REEME NT TO THE CLERK OF THE COUNCIL
Contractor Northgate Gonzalez, LLC
Name:
Project TBD (033)
Number:
Project Sponsorship Agreement With Northgate Gonzalez Markets, Inc., For City
Name: Of Santa Ana's 2023 Fun Run Event
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
GENERAL LIABILITY
WORKERS COMPENSATION AND EMPLOYERS'
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
4/10/2023 12:48 PM
POLICY NUMBER EXPIRATION COI DATE FILE NAME
DATE
GL6676270 06/01/2023 03/29/2023 City ofSantana -
19455551.pdf
LDS4051879 06/01/2023 03/29/2023 City ofSantana -
194555S1.pdf