HomeMy WebLinkAboutPOLLY'S PIES, INC. (2) INSURANCE NOT ON FILE N-2024-328
WORK MAY NOT PROCEED
CITY CLERK
DATE: OCT 0 4 2024
CITY OF SANTA ANA
PARTNERSHIP AGREEMENT WITH POLLY'S PIES,INC.,
FOR TITLE LEVEL PARTNERSHIP
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Coral n lAnlz(kF� THIS PARTNERSHIP AGREEMENT("Agreement") is made and entered into this 20th
ay of September 2024 by and between Polly's Pies, 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 its International Older Adults Celebration event on Friday,
September 27,2024, 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 Eight Thousand and 00/100 Dollars ($8,000) as further described in
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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.
4. TERM
This Agreement shall commence on September 27, 2024 and terminate on December 31,
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. INSURANCE
Partner shall procure and maintain for the duration of the Agreement and shall require any
subcontractors to obtain and maintain the following insurance coverage:
a. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL). Insurance Services Office ("ISO")
Form CG 00 01 covering CGL 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 and
$2,000,000 aggregate. Required policy limits can be met with primary and
umbrella/excess insurance policies.
(2) Automobile Liability(AL). ISO Form CA 00 01 covering Code 1 (any auto),
with combined single limits of$1,000,000.
(3) Workers' Compensation. As required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease. Coverage is not required
if Partner has no employees and signs request to waive.
(4) Broader Coverage. If the Partner maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled
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to the broader coverage and/or the higher limits maintained by the Partner. 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
The above required insurance policies are to contain or be endorsed to contain the
following provisions:
(1) Additional Insured Status. The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL and AL policies
required above, with respect to liability arising out of work or operations
performed by or on behalf of the Partner including materials, parts, or
equipment furnished in connectionwith such work or operations.
(2) Waiver of Subrogation. Partner's insurance company(ies) agree(s) to waive
all rights of subrogation against the City, its City Council, its officers, officials,
employees, agents, and volunteers for losses paid under the terms of any policy
which arise from work performed by Partner under this Agreement.
(3) Primary Coverage. For any claims related to this Agreement, Partner's
insurance coverage shall be primary and any insurance maintained by City, its
City Council, its officers, officials, employees, agents, or volunteers shall not
contribute with it.
(4) Severability. A severability of interest provision must apply for all the
additional insured, ensuring that Partner's insurance shall apply separately to
each insured against whom a claim is made or suit is brought, except with
respect to the insurer's limits of liability.
(5) Cancellation. Insurance policy(ies)herein shall provide that coverage shall not
be canceled, suspended, voided,reduced in coverage or in limits, non-renewed
by the carrier, or materially changed except after thirty(30) days prior written
notice has been given to City. Ten (10) days prior written notice shall be
provided to City for policy cancellation or non-renewal due to non-payment.
(6) Certificate Holder. The Certificate Holder on each evidence of insurance
certificate shall be: City of Santa Ana, Attention: (name of department staff
responsible for Agreement), 20 Civic Center Plaza M-XX (responsible
staffs department mail box), Santa Ana, CA 92701. The name and location
of event should be included in the description of operations section of each
certificate.
c. Self-Insured Retentions. Self-insured retentions must be declared to and
approved by the City. City may require Partner to purchase coverage with a lower
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retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention.
d. 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
A:VII, unless otherwise acceptable to the City.
e. Verification of Coverage. Partner 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 all policy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Partner'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.
f. Claims Made Policies. If any of the required policies provide coverage on a
claims-made basis:
1. The retroactive date must be shown and must be before the date of the
contract or the beginning of work.
2. Insurance must be maintained and evidence of insurance must be provided
for at least three (3) years after completion of work.
3. 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, Company must purchase "extended reporting" coverage for
a minimum of three (3) years after completion of work.
g. Subcontractors
Partner shall require and verify that all sub-contractors maintain insurance meeting
all the requirements stated herein,and Partner shall ensure that City is an additional
insured on insurance required from sub-contractors.
h. Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
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,
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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.
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 Cleric
City of Santa Ma
20 Civic Center Plaza(M-30)
P.O. Box 1988
Page 5 of 8
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: Polly's Pies, Inc.
1150 E. Orangethorpe Ave., Ste. 101
Placentia, CA 92870
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.
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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
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.
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement the date
and year first above written.
ATTEST: CITY F SANTA A A
44
'`"°" Alvaro Nunez
IIIIW: rAillb City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO PARTNER
City Attorney
•
By: �L� �G G
randon Salvatierra Name:Kaylee Nguyen
Deputy City Attorney Title:Social Media & LSM Coordinator
RECOMMENDED FOR APPROVAL:
Hawk Scott(Sep 25,2024 14:34 PDT)
Hawk Scott
Executive Director of Parks,
Recreation and Community Services Agency
Page 8 of 8
EXHIBIT A
CITY OF SANTA ANA
14 Parks. Recreation. & Community Services Agency
* 2024 Event Title Level Partnership: Polly's Pies Inc.
Santa Ana
�a-C ,z,rd Ca>c2?�aN
Program overview:
Polly's Pies will be providing $8,000 value of in-kind contributions to the City of Santa's Parks,
Recreation, and Community Services Agency (PRCSA) as an event Title Level Partner to
participate in planning efforts for one city-wide standard event. In exchange, PRCSA will provide
marketing recognition and designated exhibitor space. The allowable activations will provide
opportunities for city-wide community engagement, distribution of information, interactive
activities, and food for participants.
Polly's Pies physical activations will be included at the following:
• Standard Event:
o International Older Adults Celebration
• Friday, September 27, 2024
• Jerome Park
Polly's Pies responsibilities:
• A value of$8,000 in-kind contributions will be made up of staffing assistance, event food,
and food serving supplies.
o $6,000 of in-kind contributions towards breakfast food
• 500 servings at$12 per plate
o $1,000 of in-kind contributions towards food service, serving ware, and utensils
o $1,000 of in-kind contributions towards restaurant coupons
• Polly's Pies 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:
• Title Partner Level inclusions for event:
o Partnership recognition in event(s) press release
o Inclusion of Polly's Pies advertisement, marks, and/ or reference, as supplied by
Polly's Pies, on signage as appropriate for the individual event that may include,
but is not limited to main event marketing materials with logo placements, such as
fliers, posters, and event signage
o Large logo placement on event website with City approved redirect link to
www.pollyspies.com/locations/santa-ana/
o Designated advertising printed signage provided by PRCSA with Polly's Pies
advertisement, marks, and/ or reference, as supplied by Polly's Pies, on signage
as appropriate for the individual event that may include, but is not limited to stage
banner(s), 24"x36" A-frame(s), photography backdrop, etc.
o Designated space (10'x20') during event breakfast
o Minimum of 3 stage mentions at event
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
■ Additional on-stage promotion in the form of script or media based on
availability
o Social Media
■ Pre-event grid post on @santaanaparks
■ Day-of event social media acknowledgment in form of stories on
@santanaparks
■ Post-event recap post caption mention on @santaanaparks
o Inclusion in Community Engagement activity
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_Polly's
Pies (International Older Adults
2024)_FINAL_9.20.24
Final Audit Report 2024-09-25
Created: 2024-09-25
By: Stephanie Garcia(SGarcia5@santa-ana.org)
Status: Signed
Transaction ID: CBJCHBCAABAANRkG93Xofcg0Y9qunHyvDzJemV5wwvea
"Partnership Agreement_Polly's Pies (International Older Adults
2024)_FINAL_9.20.24" History
5 Document created by Stephanie Garcia (SGarcia5@santa-ana.org)
2024-09-25-7:07:26 PM GMT
ry Document emailed to Hawk Scott(hscott@santa-ana.org)for signature
2024-09-25-7:07:31 PM GMT
5 Email viewed by Hawk Scott (hscott@santa-ana.org)
2024-09-25-9:34:27 PM GMT
Cii> Document e-signed by Hawk Scott (hscott@santa-ana.org)
Signature Date:2024-09-25-9:34:35 PM GMT-Time Source:server
0 Agreement completed.
2024-09-25-9:34:35 PM GMT
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