Loading...
HomeMy WebLinkAbout7 LEAVES HOLDING, INC. DBA 7 LEAVES CAFÉINSURANCE 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 otherwise participate in the Event(s), if Partner fails to provide the in -kind contributions described in Exhibit A. 4. TERM This Agreement shall commence on the date stated above and terminate on February 5, 2024, unless terminated as otherwise provided in this Agreement. 5. INDEPENDENT CONTRACTOR Partner shall, during the entire term 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 Partner performs the services which are the subject matter of this Agreement; however, the services to be provided by Partner shall be provided in a manner consistent with all applicable standards and regulations governing such services. Partner 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. LIABILITY RELEASE Partner, its principals, officers, agents, employees, volunteers, subcontractors, and/or anyone employed directly or indirectly by any of them who are present on City's property at the Events and are conducting activities contemplated by this Agreement are required to provide a signed acknowledgement of risk and liability waiver included as Exhibit B to this Agreement. 7. INDEMNIFICATION To the fullest extent permitted by law, Partner 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 or in any manner are related (directly or indirectly) to Partner's breach of this Agreement or Partner's presence or activities at the Event (including the negligent and/or willful acts, errors and/or omissions of Partner, 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 Partner to indemnify the City Indemnified Parties from any claim arising from the 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 Partner. Page 2 of 6 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 (e) is independently developed by the Partner without reference to information disclosed by the City. 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 performance of services specified under 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: Clerk of the City Council 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-23) P.O. Box 1988 Santa Ana, California 92702 Page 3 of 6 To Partner: 7 Leaves Holding, Inc., dba 7 Leaves Cafe Attn: Newton Hoang, Director of Marketing 16052 Beach Blvd. #240 Huntington Beach, CA 92647 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 as set 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 Partner 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 Partner. 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 Partner 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 Partner, Partner 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 or by other partners retained by City. 13. CANCELLLATION OR TERMINATION a. 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 and refund to the Partner its proportionate share of the balance of the aggregate partner fees received that remain after deducting actual expenses incurred by City. In no case shall the amount of the refund to the Partner exceed the amount of Page 4 of 6 the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate and in such event, shall refund to the Partner the applicable share of Partner fees applicable to such cancelled portion of the Event. b. Cancellation by the Partner will be accepted only in writing. In the event of cancellation by Partner, not due to an event in section 13(a) of this Agreement or City's breach of this Agreement, Partner will remain obligated for 100% of the partnership fee, and City will retain the right to seek and retain an alternate partner in City's sole discretion. 14. NONDISCRIMINATION Partner shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities in connection with this Agreement. Partner 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. PROFESSIONAL LICENSES Partner shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Partner shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. 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. Page 5 of 6 N-2024-048 SIGNATURE PAGE FOR PARTNERSHIP AGREEMENT WITH 7 LEAVES HOLDING, INC., DBA 7 LEAVES CAFE FOR FOUNDATION LEVEL PARTNERSHIP IN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 'Rra-ndon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: 2 =f Hawk Scott (Jan 31, 2024 08:08 PST) Hawk Scott Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA homas R. Hatch Interim City Manager PARTNER Sandra Ninh Local Store Marketing Coordinator Page 6 of 6 EXHIBIT A CITY OF SANTA ANA Parks, Recreation, & Community Services Agency 2024 Per Event Foundation Level Partnership: 7 Leaves Cafe 7 Leaves Cafe will be providing $2,000 of in -kind contributions to the City of Santa Ana's Parks, Recreation, and Community Services Agency (PRCSA) on a per event basis as a Foundation Level Partner to support one city-wide standard event. The allowable activations will provide opportunities for city-wide community engagement, distribution of information, and giveaways for participants. A per event Foundation Level Partnership agreement streamlines participation in PRCSA events, and outlines 7 Leaves Cafe physical activations at the following city-wide standard event: • Tet Festival o Saturday, February 3, 2024 o Centennial Park 7 Leaves Cafe responsibilities: • A value of $2,000 in -kind contributions will be used to distribute at Tet (Lunar New Year) Festival 0 1,500 Lunar New Year scratchers 0 1,500 7 Leaves Cafe coupons for event attendees 0 300 7 Leaves Cafe vouchers for event staff, performers, and/or volunteers • Partner grants PRCSA the right to use Partner's trademark(s), trade name(s), logo designs and company descriptions 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 and in accordance with the Partner's usage guidelines. PRCSA responsibilities: • Foundation Partner Level inclusions for events outlined in overview o Supervision and staffing to distribute in -kind contributions o Stage mention at event(s) with messaging provided by 7 Leaves o Day -of social media acknowledgment in form of a story on @santanaparks o Social media acknowledgment in caption of recap event post on @santaanaparks • PRCSA staff to distribute all 7 Leaves in -kind contributions at the PRCSA booth as a part of an interactive scavenger hunt game during the event that will provide partner acknowledgment and logo placement. THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor - Santa Ana, CA 92701 (714) 571-4200 • Web Site: www.santa-ana.org/departments/parks-recreation EXHIBIT B CITY OF SANTA ANA RISK MANAGEMENT division of HUMAN RESOURCE5 Managing Risk mvough Positive Change CITY OF SANTA ANA Waiver and Liability Release Form 2024 Title of Event/Activity: 2024 Tet Festival Event Date: 02/03/2024 Description of Event/Activity: Sponsoring 7 Leaves coupons and scratcher for guests and drink vouchers for volunteersperformers, and staff. NO EXCEPTIONS: Each participant must submit/bring a signed original document, or sign in person. THIS IS A WAIVER OF YOUR LEGAL RIGHTS AND AN AGREEMENT NOT TO SUE. In consideration for the City of Santa Ana allowing me or, if applicable, my minor child to voluntarily participate in the above -named activity/event, I agree for myself and, if applicable, for my minor child as follows (initial each section): SN I am aware that participation in the above -named activity may result in injury to myself or others, including but not limited to, bodily injury, personal injury, death, disability, illness, property damage, or loss (collectively, referred to as "Risk of Injury"), and that I am voluntarily participating in this activity with the full knowledge of the Risk of Injury. SN I hereby accept responsibility for any and all Risk of Injury on behalf of myself, my minor child (if applicable), my spouse, my heirs, executors, administrators, representatives and assigns, or, if applicable, the heirs, executors, administrators, representatives and assigns of my minor child, and anyone who might claim on my behalf, and, if applicable, on behalf of my minor child, and on all such behalves. SN I do hereby release and forever discharge, defend, indemnify and hold harmless City of Santa Ana, and their respective officials, officers, agents, volunteers, contractors, or employees (collectively, the "Released Parties") from any liability for any and all claims, demands, causes of action, damages, judgments, costs or expenses, including attorneys' fees and other litigation costs, which may in any way result from, or in any way arise out of, participation in the above named activity. SN I understand that this release and waiver extends to all claims of every kind or nature whatsoever, either in law or in equity, foreseen or unforeseen, known or unknown, which arise or may hereafter arise from my or, if applicable, my minor child's participation in the above named activity and that this release and waiver discharges the Released Parties from any liability or claim that I or, if applicable, my minor child may have against the Released Parties, or any of them, with respect to any Risk of Injury that may result from my, or, if applicable, my minor child's participation in the above -named activity, whether caused by the negligence of the Released Parties, or their respective officials, officers, agents, volunteers, contractors, or employees. SN I agree to observe and obey all rules and warnings, and further agree to follow instructions or directions given by the employees, representatives, or agents of the City of Santa Ana. Waiver and Liability Release Form 2023 Revised 113012024 SN I do hereby release and forever discharge the Released Parties from any claim whatsoever which arises or may hereafter arise on account of any first aid, treatment, or service rendered in connection with my or, if applicable, my minor child's participation in the above named activity or with the decision by any representative or agent of the Released Parties, or any of them, to exercise the power to consent to medical or dental treatment as such power may be granted by me for my minor child. SN I acknowledge the contagious nature of the Coronavirus/COVID-19 and that the CDC and many other public health authorities still recommend practicing social distancing. I further acknowledge that City of Santa Ana has put in place preventative measures to reduce the spread of the Coronavirus/COVID-19, and that City of Santa Ana cannot guarantee that I will not become infected with the Coronavirus/Covid-19. SN I understand that this release discharges City of Santa Ana from any liability or claim that I, my heirs, or any personal representatives may have against the City of Santa Ana with respect to any bodily injury, illness, death, medical treatment, or property damage that may arise from, or in connection to, any activities/events at City of Santa Ana. I HAVE READ, UNDERSTAND AND VOLUNTARILY AGREE TO THIS RELEASE OF LIABILITY AND WAIVER. I FURTHER AGREE THAT NO ORAL STATEMENTS, REPRESENTATIONS OR INDUCEMENTS, APART FROM THIS RELEASE AND WAIVER, HAVE BEEN MADE TO ME TO OBTAIN MY CONSENT. Sandra Ninh (please print) Participant Signature 01/31/2024 Date IF PARTICIPANT IS UNDER 18, THE SIGNATURE OF AGREEMENT BY A PARENT OR LEGAL GUARDIAN IS ALSO REQUIRED, AND SUCH PERSON FURTHER AGREES, PURSUANT TO THIS TWO -PAGE RELEASE OF LIABILITY AND WAIVER, TO RELEASE AND INDEMNIFY THE CITY FOR ANY INJURY OR DEATH TO, OR ANY CLAIM BY OR ON BEHALF OF, SUCH MINOR CHILD. Parent/Guardian Name (please print) Parent/Guardian Signature Date A� c,,^., � {j Rzhnre Form 2023 2 1 7 Leaves -Partnership Agreement_01.31.24_Sig ned Final Audit Report 2024-01-31 Created: 2024-01-31 By: Stephanie Garcia (SGarcia5@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAArEgYc35av FgISKZGrd1D7MdFVQpBGAd 117 Leaves -Partnership Agreement_01.31.24_Signed° History Document created by Stephanie Garcia (SGarcia5@santa-ana.org) 2024-01-31-4:00:59 PM GMT- IP address: 209.59.253.210 E'. Document emailed to Hawk Scott (hscott@santa-ana.org) for signature 2024-01-31-4:01:22 PM GMT Email viewed by Hawk Scott (hscott@santa-ana.org) 2024-01-31 - 4:08:33 PM GMT- IP address: 209.59.253.210 dp Document e-signed by Hawk Scott (hscott@santa-ana.org) Signature Date: 2024-01-31 - 4:08:39 PM GMT - Time Source: server- IP address: 209,59.253.210 Agreement completed. 2024-01-31 - 4:08:39 PM GMT Q Adobe Acrobat Sign