HomeMy WebLinkAboutROBINSON PHARMA, INC. INSURANCE NOT REQUIRED
N-2026-017
WORK 14AY PROGEO
CITY CLERK
DATE: JAIV 2 8 2026
CITY OF SANTA ANA
a- eq-c,sA (0) PARTNERSHIP AGREEMENT WITH
PtIMI Wt7 (U2) ROBINSON PHARMA, INC.
FOR 2026 TITLE LEVEL PARTNERSHIP
THIS PARTNERSHIP AGREEMENT ("Agreement") is made and entered into this 14th
day of January, 2026 by and between Robinson Pharma, Inc., a California corporation
("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 a Tet Lunar New Year Festival on February 7, 2026 ("Event")
and desires to retain partners for such City Event.
B. Partner represents that it is able and willing to enter into a partnership for the Event.
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
teens and conditions hereinafter set forth, the parties agree as follows:
1. PARTNER RESPONSIBILITIES AND BENEFITS
a. In exchange for the consideration specified in Section 3 below as well as Partner's
responsibilities at City Events as specified in Exhibit A, attached hereto and
incorporated by reference, Partner shall be entitled to the benefits at the Events as
described in Exhibit A.
b. Partner grants to City 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 Partner's usage guidelines.
2. CITY RESPONSIBILITIES AND BENEFITS
In exchange for the responsibilities specified in Section l 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.
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3. PARTNERSHIP CONSIDERATION
For its participation as a Partner for the Event, Partner shall provide to the City a
financial contribution in the amount of $10,000.00. Partner shall not be entitled to the
Partnership Benefits under this Agreement, or otherwise participate in the Event, if Partner fails
to provide the$10,000.00 financial contribution described herein.
a. TERM
This Agreement shall commence on the date first written above and terminate on
February 28, 2026, unless terminated as otherwise provided in this Agreement.
S. 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. INSURANCE
Intentionally omitted.
7. INDEMNIFICATION
To the fiillest 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 manger 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
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policy limits do not act as a limitation upon the amount of indemnification to be provided by the
Partner.
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: 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: Executive Director,
Parks, Recreation&Community Services Agency
City of Santa Ana
20 Civic Center Plaza(M-23)
P.O. Box 1988
Santa Ana, California 92702
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To Partner: Robinson Pharma, Inc.
Attn: Maianh Ngo/Nhan Phan
3330 S. Harbor Blvd.
Santa Ana, CA 92704
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.
It. 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. l ach 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, tire, 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
the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and
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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, 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, perfot7nance, 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, atxl exemptions. Said inability
shall be cause for termination of this Agreement.
17. MISCIJLLANEOUS 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 Pecs, 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 incoiporated as if fully set
forth in the body of this Agreement.
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SIGNATURE PAGE FOR PARTNERSHIP AGREEMENT WITH
ROBINSON PHARNMA, INC:. FOR 2026 TITLE LEVEL, PARTNERSnIF
CN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement the elate
and year first above written.
ATTEST: \ /0FuSTA ANA
nm er L. `
City Clergy City Manager
APPROVED A R?vi:
SONIA R. CARVALHO PARTNER
City Attorney
f
Jonathan T. Marti y Tucrn Nguy n
Assistant City Attorney CEO
RECOMMENDED FOR APPROVAL:
Hai Cott
Exeeut� .ctor of P�
Recreation and Community Services Agency
I'a,r. b iS-h
Exhibit A
,. CITY OF SANTA ANA
Parks. Recreation, & Community Services Agency
Santa Ana
2026 Event Title Level Sponsorship: Robinson Pharma, Inc.
r--�1 nun!ciLtC.r.ke:r
Program overview:
Robinson Pharma, In. ("Sponsor") will be providing $10,000 of financial contributions to the City
of Santa Ana's Parks, Recreation, and Community Services Agency ("PRCSA') as an event
Title Level Sponsor to participate in planning efforts for one (1) city-wide main events. In
exchange, PRCSA will provide marketing recognition at select city events.
Both parties agree that event locations and dates are subject to change, and any necessary
updates will be communicated by PRCSA in writing prior to event date. Sponsor will be included
at the following:
• Main Event(6,000+ attendees)
a Santa Ana Tet(Lunar New Year) Festival
• Saturday, February 7, 2026
Centennial Park
Sponsor responsibilities:
• A $10,000 financial contribution paid directly to PRCSA by January 30, 2026
• Sponsor grants PRCSA the right to use Sponsor's trademark(s), trade name(s), logo
designs and company descriptions as prepared and delivered to City by Sponsor in any
medium of advertising, marketing materials, and/ or promotional goods distributed in
conjunction with the Event and in accordance with the Sponsor's usage guidelines.
PRCSA responsibilities:
• Title Partner Level inclusions for event:
o Inclusion of Sponsor advertisement, marks, and/ or reference, as supplied by
Sponsor, on signage as appropriate for the event that includes, but is not limited
event marketing materials with logo placements, Sponsor activation directional
signage, stage banner, and photography backdrop
o Title Level logo placement on event subpage located on PRCSA website with
approved redirect link to https://www.robinsonpharma.com/. Sponsor
advertisement, marks, and/or reference, as supplied by Sponsor,with link optional
taglines, and sponsorship identification, (the "Internet Marks"), linking to
designated Sponsor website, as provided by Sponsor,from highly visible locations
sitewide on City's official website, www.santa-ana.org/tet-festival. The Internet
Marks will be placed and provided by City upon content approval of Sponsor. The
Internet Marks will be active and accessible to the general public upon execution
of this Agreement through the end of Agreement term.
o Minimum of(3) stage mentions at event
o Event announcer to read promotional script provided by Sponsor on stage during
event.
o Social Media tagging Sponsor account(@Robinson Pharma Inc) on the following:
■ Pre-event grid post on @santaanaparks
THE CITY OF SANTA ANA
20 Civic Center Plaza • 2nd Floor, Santa Ana, CA 92701
(714) 571-4200 - Web Site: www.santa-atia.org/departments/parks-recreation
■ Day-of event social media acknowledgment in form of stories on
@santanaparks
■ Post-event reel and photo recap post caption mentions on
@santaanaparks
a Sponsorship recognition in event(s) press release
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
Uribe, Juan
From: RMD
Sent: Thursday, January 15, 2026 9:37 AM
To: Uribe, Juan
Cc: Perez, Demi; Lantz, Corilyn
Subject: RE: Request Insurance Requirements: Robinson Pharma, Inc.
Good morning Juan,
No insurance required.
Kindest regards,
Lr i.�NcyiwcE,
City of Santa Ana I Human Resources Department
20 Civic Center Plaza I Santa Ana, CA 92701
�Z Off ice: 714-647-6959
Y Email: Inaiera(c Santa-ana.org
City Hall hours are 8 a.m.to 5 p.m.Monday through Thursday,and 8:00 a.m.to 5:00 p.m.every other Friday. Click he for a list of observed
holidays and Friday closure dates.
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From: Uribe,Juan <juribe@santa-ana.org>
Sent:Thursday, January 8, 2026 9:16 AM
To: RMD <rmd@santa-ana.org>
Cc: Perez, Demi <dperezlO@santa-ana.org>; Lantz, Corilyn <clantz@santa-ana.org>
Subject: Request Insurance Requirements: Robinson Pharma, Inc.
Good morning,
The sponsor will not have any in person presence and will only be providing a financial contribution to PRCSA.
Request Type (check only one):
❑ Standard COI review— Risk Management will review and approve insurance documents submitted. This applies to PO, Event
Permit, and Agreements.
❑ Renewal COI Review— Risk Management will review and approve renewal insurance documents submitted. This applies to P�
Reservations, Permit, and Agreements. Please attach insurance requirements and previously approved COI(s).
F .Request Insurance Requirements -.Risk Management-:will provide insurance requirements for agreements and RFPs.
❑Review Agreement/RFP Language - Risk Management will review Insurance, Indemnification/Hold Harmless, Limitation of Lia
of agreements and RFPs.
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All fields required to advance the process-do not delete or modify.
City Contact
Department: PRCSA
Project Manager Name: Demi Perez
Project Manager Email: dperezl0@santa-ana.org
Contract Details:
Business Name: Robinson Pharma, Inc.
Agreement Number and Agreement N/A
Link:
Sponsor to provide $10,000 of financial
contributions to PRCSA for the Tet Festival.
Brief description of services: PRCSA will provide marketing recognition at the
Tet Festival. No in person presence by the
sponsor.
Contractor/Insured Contact
Contact Name: Maianh Ngo / Nhan Phan
Contact Email Address: MaianhNgo rpi.ine/ nhanphan@rpi.inc
Contact Phone: 714-241-0235
Insurance Contact (may be found at
top right of the ACORD form)
Contact Name: N/A
Contact Email Address: N/A
Contact Phone: N/A
Sincerely,
,-4 Juan Magana Uribe I Management Aide
City of Santa Ana, Parks, Recreation and Community Services
Sang Ana 20 Civic Center Plaza, Santa Ana, CA 92701
=- -� -R- (714) 571-4276 1 juribe(@__santa-ana.orq
"City Hall is closed every other Friday. Click here for dates"
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