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HomeMy WebLinkAboutLOS ALTOS XXI, LLP; NORTHGATE GONZALEZ, LLC. INSURANCE NOT REQUIRED WORK r0AY PROCEED N-2026-218 CITY CLERK DATE-AUG 21 2026 a'P�G5►� t�) o.f(Aygno (DZ) CITY OF SANTA ANA LICENSE AND PARTNERSHIP AGREEMENT WITH NORTHGATE GONZALEZ MARKETS FOR FIESTAS PATRIAS 2026 THIS AGREEMENT ("Agreement") is made and entered into this 17th day of August 2026 ("Effective Date") by and between Los Altos XXI, LP, a California limited partnership, Northgate Gonzalez, LLC, a California limited liability company (collectively, "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 September 12, 2026, and September 13, 2026, 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 398-325-0I), as depicted in Exhibit A ("License Area"), attached hereto and incorporated herein. D. City desires to use the License Area for the purpose of erecting a main stage area for the Event("Permitted Use"). 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. 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 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 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. Page 1 of 8 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 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 Cents ($15,000) as further described in this section and Exhibit B. Partner 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 Permitted Uses described in Recital D, above, and upon the terms and conditions set forth herein ("License"). This License shall remain in effect for the Term 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] Page 2 of 8 Prepax t h v+ nt Spat Moors of Effective ©ate to Wednesday,September 9,2026 8.00 a.m. —5:00 p.m. 4nstall6tl6n cif Event Elements °: 'Hours of Use Thursday, September 10, 2026 12:00 p.m. —8:00 p.m. Friday, September 11, 2026 8:00 a.m. —8:00 p.m. Event i�otr'rs of Use Saturday, September 12, 2026 6:00 a.m. 11:00 P.M. Sunday, September 13, 2026 6:00 a.m. —10:00 p.m. Ftestaring Event Space Hour of Use Monday, September 14, 2026 8:00 a.m. —5:00 p.m. Tuesday, September 15, 2026 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 secure the License Area during the days outside those described in Section 3(b), above. The City shall take responsibility for the security of the lot for the entirety of the festival,not just during operational hours. (3) Partner shall prohibit access to the License Area for purposes other than City's use. (4) Partner shall not disrupt, or allow to be disrupted,the organization or layout of the License Area. Page 3 of 8 (5) Partner shall not schedule, or allow to be scheduled, any other events or activities on the License Area during the Term of this Agreement. 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 hours outside those described in Section 3(b) above, until the completed restoring of the Event space following the conclusion of the scheduled event (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 The"Term" shall commence on the Effective Date and terminate on September 30, 2026, with the option for a one (1) month extension, exercisable by a writing by the City Manager and the City Attorney delivered before October 1, 2026, 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 its employees in connection with the Event 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 Page 4 of 8 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. City shall defend, hold harmless and indemnify Partner for Claims arising from the Event or City's use of the License Area, except as provided above. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Partner. g. 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 Page 5 of 8 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: Northgate Gonzalez Markets Attn: Paul Mittmann 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. 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 Page 6 of 8 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. a. 13. 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. 14. 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. 15. 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. 16. 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 License and Partnership Agreement the date and year first above written. Page 7 of 8 ATTEST: CITY OF SANTA ANA: �y J r a Alvaro Nunez C' Clerk City Manager APPROVED AS TO FORM: PARTNER: SONIA R. CARVALHO City Attorney Los Altos XXI, LP By:Northga Galez RE, LLC,its General�f! By: Jonathan T. Martin z By: Assistant City Attorney Oscar ez Pr ' en RECOMMENDED FOR APPROVAL: By: e Je onz resi e llnr�.a athryn D wns Northgate of ,LLC Assistant City Manager By: Oscar G z President By: r�'? Jes nzalec reside t Page 8 of 8 EXHIBIT A 1 { I .... ,,• . :16 '� E aA � Fr r'14 106 awl, .. mop volp-a.sk 6 �. . it.��J!1�^• �r a : . � I{ W. :_IF AL s 4 409 East 4th Street, Santa Ana, CA 92701 (APN 398-325-01 EXHIBIT B CITY OF SANTA ANA i Parks, Recreation, & Community Services Agency Santa Ana 2026 Event Headline Level Partnership: Northgate Gonzalez Markets, Inc. Program overview: Northgate Gonzalez Markets, Inc. ("Partner") will be providing a total value of $15,000 in in-kind contributions to the City of Santa Ana's Parks, Recreation, and Community Services Agency("PRCSA")as an event Headline Level Partner to participate in planning efforts for one (1) city-wide grand event. In exchange, PRCSA will provide marketing recognition, and designated exhibitor space at select city events and programs. The allowable activations will 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. 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. Partner physical activations will be included at the following: • Grand Event (70,000+attendees) c Fiestas Patrias Parade and Festival ■ Saturday and Sunday, September 12-13, 2026 Partner responsibilities: • A value of $15,000 in-kind contributions will be met by granting the City an exclusive license to Partner's property located at 409 E. 4"' St., Santa Ana, CA ("Property")for the Term of Agreement to construct the main stage for the event. • Event activation for full duration of event c All equipment and supplies needed for activation including, but not limited to a 10'x20' canopy, tables, and chairs c Footprint set up to be conducted one day prior event start date c Footprint clean up to be conducted by end of second event date c Activation fully staffed and operating during all open hours of the event • Northgate Gonzalez Markets, Inc. grants PRCSA the right to use Northgate Gonzalez Markets, Inc. 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: • Headline Partner Level inclusions per event: c Inclusion of Northgate Gonzalez Markets, Inc. advertisement, marks, and/or reference, as supplied by Northgate Gonzalez Markets, Inc., on event signage as appropriate for the event that includes, but is not limited to all event marketing materials with logo placements, such as Northgate Gonzalez Markets, Inc. activation directional and "thank you" signage" with large logo c Headline Level logo placement on event subpage located on PRCSA website with approved redirect link to www.XXXX.com c Designated food vendor space (10'x20') during event c Minimum of two (2) stage mentions at event c Social Media tagging Partner account(@XXXX) ■ Pre-event grid post on @santaanaparks ■ Day-of event social media acknowledgment in form of stories on @santanaparks ■ Post-event reel and photo recap post caption mentions on @santaanaparks THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor • Santa Ana, CA 92701 (714) 571-4200 • Web Site. www.santa-ana.org/clepartments/parks-recreation