HomeMy WebLinkAboutORANGE COUNTY SOCCER CLUB (OC PROFESSIONAL SOCCER, LLC)Docusign Envelope ID: 3715A05A-59CE-4A97-B807-669E4850BF09 N-2024-274
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CITY CLERK
DATE: AUG 1 5 2024
CITY OF SANTA ANA
0 • pRCSR (0) PARTNERSHIP AGREEMENT WITH OC PROFESSIONAL SOCCER, LLC,
DBA ORANGE COUNTY SOCCER CLUB FOR 2024-2025
HEADLINE LEVEL PARTNERSHIP
THIS PARTNERSHIP AGREEMENT ("Agreement") is made and entered into this 7th
day of August 2024 by and between OC Professional Soccer, LLC, a Delaware limited liability
company dba Orange County Soccer Club ("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 multiple events throughout 2024 and 2025 and desires to retain
partners for such City events ("Events").
B. Partner represents that it is able and willing to enter into a partnership for City Events.
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 Events as described in Exhibit A, 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.
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Docusign Envelope ID; 3715A05A-59CE-4A97-B807-669E4850BF09
3. PARTNERSHIP CONSIDERATION
For its participation as a Partner for the Event(s), Partner shall provide to the City in -kind
contributions valued at Twenty -One Thousand and 00/100 Dollars ($21,000) as further described
in Exhibit A. Partner shall not be entitled to the partnership benefits under this Agreement, or to
otherwise participate in the Event(s), if Partner fails to provide the in -kind contributions
described in Exhibit A.
CNMEWNtiu i
This Agreement shall commence on the date first written above and terminate on January
31, 2025, 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. RESERVED
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.
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Docusign Envelope ID: 3715A05A-59CE-4A97-B807-669E4850BF09
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: Parks, Recreation & Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Partner: OC Professional Soccer, LLC dba Orange County Soccer Club
Attn: Heaven Garcia
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Docusign Envelope ID: 3715A05A-59CE4A97-B807-669E4850BF09
20 Fairbanks, Suite 181
Irvine, CA 92618
Heaven.Garcia cAorangecountvsoccer.com
A parry may change its address by giving notice in writing to the other parry. 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 TERNIINATION
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
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.
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Docusign Envelope ID: 3715A05A-59CE-4A97-B807-669E4850BF09
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.
[signature page follows]
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Docusign Envelope ID: 3715A05A-59CE-4A97-B807-669E4850BF09
SIGNATURE PAGE FOR
PARTNERSHIP AGREEMENT WITH OC PROFESSIONAL SOCCER, LLC,
DBA ORANGE COUNTY SOCCER CLUB FOR 2024-2025
HEADLINE LEVEL PARTNERSHIP
IN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement the date
and year first above written.
ATTEST: CITY OF ANTA AN
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
lk'andon Salvatierra
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
Hawk Smtt (Aug 12, 20241fi:3g MDT(
Hawk Scott
Executive Director of Parks,
Recreation and Community Services Agency
Gti✓ �
Alvaro Nunez
City Manager
DoeuSipnetl by:
DOBDDADACEA842B...
Matt Gamewell
EVP of Corporate Partnerships
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Docusign Envelope ID: 3715A05A-59CE-4A97-B807-669E4850BF09
EXHIBIT A
Docusign Envelope ID: 3715A05A-59CE-4A97-B807-669E4850BF09
CITY OF SANTA ANA
%14 Parks, Recreation, & Community Services Agency
Santa Ana 2024 Annual Headline Level Partnership: Orange County Soccer Club
PacFa aad ,?wunGeR
Program overview:
OC Professional Soccer Club, LLC, dba Orange County Soccer Club ("Partner") will be providing a
$21,000 value of in -kind contributions to the City of Santa's Parks, Recreation, and Community Services
Agency (PRCSA) as an annual Headline Level Partner to support two city-wide premium events and two
city-wide standard level events. In exchange, PRCSA will provide designated exhibitor space and
marketing recognition as a Headline Level Partner. The event activations must provide opportunities for
city-wide community engagement, distribution of information, interactive activities, and giveaways for
participants.
An annual Headline Level Partnership streamlines participation in PRCSA events and allows for
additional collaborative opportunities with an in -person presence in Santa Ana events and programs on
a regular basis. Partner physical activations will be included at the following:
• Premium Event (6,000+ attendees):
o Chicano Heritage Festival
• August 11, 2024
• Centennial Park
o Fiestas Patrias- Day 2
• September 15, 2024
• Downtown Santa Ana
• Standard Events:
o Plaza Navidena
• November 23, 2024
• Plaza Calle Cuatro
o Tat Lunar New Year Celebration
• January 25, 2025
• Centennial Park
Partner responsibilities:
• A value of $21,000 in -kind contributions made up of:
o Eight (8) Prize baskets, each including vouchers for two (2) seats and Partner
merchandise.
o One VIP prize package with seats, food, and drink included for up to eight (8) people at
one (1) mutually agreed upon match.
o Four (4) PRCSA event social media story mentions tagging @santaanaparks generated
and posted by @orangecountysoccer prior to above listed Events.
o Four (4) PRCSA event marketing features placed on Partner official "Squeeze'
newsletter to approximately 45,000 recipients prior to above listed Events.
o Access to Partner advertisement, marks, and/ or reference, as supplied by Partner, for
marketing materials associated with designated events.
Supplies, equipment, and staff needed to manage and activate the assigned 10'x15' space at all
event(s) listed above.
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
Docusign Envelope ID: 3715AO5A-59CE-4A97-B807-669E4850BF09
PRCSA responsibilities:
• Prominent inclusion of Partner advertisement, marks, and/ or reference, as supplied by Partner,
in event signage that include logo as headline partner of event(s).
• Prominent inclusion of Partner advertisement, marks, and/ or reference, as supplied by Partner,
in a minimum of four (4) @santaanaparks post(s) with mention of Partner activation at event(s)
• Four (4) story mention(s) tagging @orangecountysoccer with acknowledgment of Partner
activation at event(s) generated and posted by @santaanaparks
• Prominent inclusion of Partner advertisement, marks, and/ or reference, as supplied by Partner,
on 24" x 36" directional signs to be located at the event(s) venue pointing to Partner booth
activation.
Dedicated advertising signage provided by PRCSA with Partner advertisement, marks, and/ or
reference, as supplied by Partner, on signage as appropriate for the individual event that may
include, but is not limited to 24"x36" A-frame(s), photography backdrop, etc.
Partner advertisement, marks, and/ or reference, as supplied by Partner, with link optional
taglines, and partnership identification, (the " Internet Marks"), linking to
www.orangecountysoccer.com/, from highly visible locations sitewide on City' s official website,
www.santa-ana.orci/annual-title-partners-and-sponsors/ The Internet Marks will be placed and
provided by City upon content approval of Partner. The Internet Marks will be active and
accessible to the general public upon execution of this Agreement through the end of
Agreement term.
A minimum of 2 main stage promotional announcements per event day regarding the Partner
involvement in the event(s) listed above.
Designated exhibitor space for Partner event(s) activation of 10'xl5' at all event(s) listed above.
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
Partnership_Agreement_OC_Professional_Socc
er_L LC_(2024-2025)_F I NAL_8.7.24
Final Audit Report 2024-08-12
Created:
2024-08-12
By:
Stephanie Garcia (SGarcia5@santa-ana.org)
Status:
Signed
Transaction ID:
CBJCHBCAABAAkMcbCWcrQgU0wiB3MeC2wujejYWU9EaM
"Partnersh ip_Agreement_OC_Professional_Soccer_LLC_(2024-
2025)_FINAL_8.7.24" History
60 Document digitally presigned by DocuSign\, Inc. (enterpdsesupport@docusign.com)
2024-08-08 - 10:21:57 PM GMT
Document created by Stephanie Garcia (SGarcia5@santa-ana.org)
2024-08-12 - 10:13:10 PM GMT
C'4 Document emailed to Hawk Scott (hscott@santa-ana.org) for signature
rz�vzs�rar-arArstvz�>t�m[Hmrt
t Email viewed by Hawk Scott (hscott@santa-ana.org)
2024-08-12 - 10:37:49 PM GMT
da Document e-signed by Hawk Scott (hscott@santa-ana.org)
Signature Date: 2024-08-12 - 10:38:00 PM GMT - Time Source: server
Q Agreement completed.
2024-08-12 - 10:38:00 PM GMT
Adobe Acrobat Sign
Garcia, Stephanie
From: Kaushal, Aarti
Sent: Tuesday, July 30, 2024 10:11 AM
To: Garcia, Stephanie
Cc: Lantz, Corilyn; Perez, Demi; Hoang, Julie
Subject: RE: Insurance Request: Orange County Soccer Club
Hi Stephanie,
No insurance is required from Orange County Soccer Club as it seems they are only giving away goodies and not
providing any services.
Thanl< you,
Aarti
Aarti Kaushal I Risk Manager
City of Santa Ana - Human Resources Department
20 Civic Center Plaza I Santa Ana, CA 92701
Office: (714) 647-5472
Cell: (714) 604-6090
Email: akaushal(cDsanta-ana.org
santa-ana.org I Linkedln I Instagram
City Hall is closed every other Friday. Click here for dates
From: RMD <rmd@santa-ana.org>
Sent: Friday, July 26, 2024 8:19 AM
To: Kaushal, Aarti <akaushal@santa-ana.org>
Subject: FW: Insurance Request: Orange County Soccer Club
From: Garcia, Stephanie <SGarcia5@santa-ana.ore>
Sent: Friday, July 26, 2024 7:26 AM
To: RMD <rmd@santa-ana.ore>
Cc: Lantz, Corilyn <clantz@santa-ana.org>; Perez, Demi <doerezl0@santa-ana.ore>; Hoang, Julie <ihoane@santa-
ana.ore>
Subject: Insurance Request: Orange County Soccer Club
Hello,
Department:
PRCSA
Department Contact/
Project Manager Name:
Cori Lantz
Direct Phone Number: I Ext. 4217
Contractor/Vendor Name: Orange County Soccer Club
Brief description of The Orange County Soccer Club (PARTNER) will be providing a
services: $21,000 value of in -kind contributions to the City of Santa's Parks,
Recreation, and Community Services Agency (PRCSA) as an annual
Headline Level Partner to support two city-wide premium events and
two city-wide standard level events. In exchange, PRCSA will provide
designated exhibitor space and marketing recognition as a Headline
Level Partner. The event activations must provide opportunities for city-
wide community engagement, distribution of information, interactive
activities, and qiveaways for participants.
Please let me know if you require additional information. Thank you!
Sincerely,
Stephanie Garcia, Management Aide
City of Santa Ana, Parks, Recreation and Community Services
SSanta Ana 20 Civic Center Plaza, Santa Ana, CA 92701
anta A (714) 571-4217 1 sgarcia5(@santa-ana.orq