HomeMy WebLinkAboutNORTHGATE GONZALEZ MARKETS, INC. (4) INSURMICE NOT REQUIRED
W',ORit PIV PROCEED N-2025-221
CJIY CLERK
DATE. AUG 2 8 7075
o. PRGsA C ) CITY OF SANTA ANA
rtm Pagano CDa) LICENSE AND PARTNERSHIP AGREEMENT WITH
NORTHGATE GONZALEZ MARKETS, INC.,FOR FIESTAS PATRIAS 2025
THIS AGREEMENT ("Agreement") is made and entered into this 22nd day of August
2025 by and between Northgate Gonzalez Markets, 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 Fiestas Patrias event ("Event") on Saturday, September 13,
2025, and Sunday, September 14, 2025, 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,
C. Partner is the owner of certain real property located in the City of Santa Ana, County
of Orange, California, more specifically identified as 409 East 4th Street, Santa Ana,
CA 92701 (APN 398- 325- 01) and 509 East 4th Street, Santa Ana, CA 92701 (
Parcels 398- 330- 01; 398-330- 02; 398-330-03; 398- 330-04; 398- 330-05, 398- 330-
06; 398- 330-07; 398- 330-08; 398- 330- 09), as depicted in Exhibit A ("License
Area"),attached hereto and incorporated herein.
D. City desires to use the License Area for the purpose of storing equipment and erecting
a main stage area for the Event ("Permitted Uses"),
E. Partner has agreed to grant City an exclusive license to use the License Area, under
the terms and conditions set forth in this Agreement.
F. [n 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 B, 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
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with the Event 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 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 B.
3. PARTNERSHIP CONSIDERATION
For its participation as a Partner for the Event, Partner shall provide to the. City an
exclusive license to use the License Area and in-kind contributions valued at Fifteen. Thousand
Dollars and Zero Gents ($15,000) as further described in this section and Exhibit B. Partner
i shall not be entitled to the partnership benefits under this Agreement, or to otherwise participate
in the Event, if Partner fails to provide the in-kind contributions described in this section and
Exhibit B.
a. License. Partner hereby grants to City an exclusive license for the right to enter and
use the License Area during the Term (defined below) of this Agreement, for the
Pennitted Uses described in recital D, above, and upon the terms and conditions set
forth herein ("License'). This License shall remain in effect for the Tenn of this
Agreement.
b. Dates and Hours of Use and Access. Partner specifically grants City, its invitees and
licensees permission to enter and use the License Area for the purpose of preparing
the event space, installing event elements (e.g., main stage, audio/visual support
equipment, etc.), conducting the Event, and restoring the space similar to the
condition immediately prior to the Agreement on the dates and hours as follows:
[remainder of page intentionally left blank]
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Friday, August 15 to Wednesday, September 10 8:00 a.m.—5:00 p.m.
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Thursday, September 11 12:00 p.m. —8A0 p.m.
Friday, September 12 8:00 a.m.—8:00 P.M.
Saturday, September 13 6:00 a.m. — 11:00 P.M.
Sunday, September 14 6:00 a.m.-- 10:00 p.m
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Monday, September 15 8:00 a.m.--5:00 P.M.
Tuesday. September 16 8.00 a.m. --5:00 P.M.
c. Partner Obligations. Partner acknowledges the City must have exclusive access to the
License Area during the Term of this Agreement. To that end, Partner agrees to the
following:
(1) Partner shall provide City the key(s) necessary to access the License Area. If
Partner is not providing City staff with the means necessary to access the
property without the assistance of Partner staff(i.e., Partner is not providing
City staff with the necessary keys to the License Area), then Partner shall
close and secure the License Area at the end of the hours described in Section
3(b), above.
(2) Partner shall prohibit access to the License Area for purposes other than City's
use.
(3) Partner shall not disrupt, or allow to be disrupted,the organization or layout of
the License Area.
(4) Partner shall not schedule, or allow to be scheduled, any other events or
activities on the License Area during the Term of this Agreement.
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I
d. City Obligations. City agrees to the following:
(1) City agrees to take responsibility for preparation of the License Area for the
Event, and for securing the License Area during the fours outside those
described in Section 3(b) above, until the completed restoring of the Event
Space on September 16, 2025.
(2) City agrees to coordinate with Partner to remove and replace current fencing
in place at the License Area. If fencing is owned by Partner, City will
remove, relocate and replace fencing pursuant to the schedule provided in
Section 3(b). If Partner is renting the fencing from a third-party vendor,
Partner and/or City will coordinate with the third-party vendor to remove,
relocate, and replace the fencing to its original condition after the event. The
cost of fencing during the Term of the Agreement will be borne solely by
City,
4. TERM
This Agreement shall commence on August 22, 2025 and terminate on September 30,
2025, with the option for a one (1) month extension, exercisable by a writing by the City
Manager and the City Attorney,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-cinployee 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
E 7. INDEMNIFICATION
To the fullest extent permitted b law, Partner shall indemnify, defend and hold h
Y fy, d armless
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 "Clain", 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
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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 performanco 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 infornation 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. Sox 1988
Santa Ana, CA 92702-1988
Fax: 714-647-6956
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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: Northgate Gonzalez Markets,Inc.
Attn: Carl Middleton
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 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.
i
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 sliall 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
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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 seep 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 attoey's feces, 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.
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b. All Exhibits referenced herein and attached hereto shall be incorporated as if hilly 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 OF SANTA ANA
zencu er . all Alvaro Nunez
Ci City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO NORTHGATE GONZALEZ
City Attorney MARKETS, INC.,
By-
Jonathan T.Mart' $
Assistant City Attorney Title: ��! ,,
RECOMMENDED FOR APPROVAL:
Hawk Scott
Executive Director of Parks,
Recreation and Community Services Agency
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EXHIBIT A
License Area
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EXHIBIT B
6 Parks, Recreation, &Community Services Agency
2025 Fiestas Patrias Title Level Partnership: Northgate Gonzalez
Santa Ana Reality
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Pro ram overview:
Northgate Gonzalez Markets, Inc. ('Partner") will be providing $15,000 value of in-kind
contributions to the City of Santa's Parks, Recreation, and Community Services Agency("City")
to support the 2025 Fiestas Patrias premium event as a Title Level Partner. In exchange, the City
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 giveaways for participants.
Partner responsibilities:
The per event Title Level Partner threshold of$15,000 in in-kind contributions needed for
premium event will be met by granting the City an exclusive license to Partner's property
located at 409 & 509 East 41' Street, Santa Ana, CA ("Property")for the Term of the
Agreement to store equipment and construct the main stage for the Event, as well as
providing the following:
o Partner's booth footprint (10'x10') and booth supplies as needed for participant
activity and giveaways
o Partner grants 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 the Partner's
usage guidelines.
City responsibilities:
• Title Partner Level inclusions for Fiestas Patrias 2025
o Designated exhibitor space (11'x20')during the Event
o Stage mention(s) at Event
o bay-of Event social media acknowledgment in form of a story on @santanaparks
o Social media acknowledgment in caption of recap Evert post on @santaanaparks
o Designated advertising printed 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 stage
banner(s),24"06"A-frame(s), photography backdrop, etc.
o Inclusion of 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 main event marketing materials with logo placements, such as fliers,
posters, day-of signage, and event website subpage.
c Partnership recognition in Event press release
THE .,IT`,. rF SAN7A N
20 Civic Center Plaza •2nd Flocr•Santa Ana, CA 92701
(714)571-4200- Web Site: v vnv.santa-ana.org/departments/parks-recreation