HomeMy WebLinkAboutC-7484-1 - Health Exposition AgreementI
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HEALTH EXPOSITION AGREEMENT
This Health Expo Agreement ("Agreement") is entered into June 13, 2018 (the "Effective
Date") by and between Corporate Health Education Solutions, LLC, California Corporate
Health and Wellness Program and California Limited Liability Company ("Corporate
Health Education Solutions"), and City of Newport Beach, a California municipal
corporation and charter city ("City") individually referred to "Party" or collectively as
"Parties".
In consideration of mutual promises and covenants contained in this Agreement, the
parties agree as follows:
1. CORPORATE HEALTH EDUCATION SOLUTIONS LLC OBLIGATIONS.
Corporate Health Education Solutions shall provide one event for City employees,
contractors and representatives ("Personnel") which shall consist of an onsite
exposition of vendors in the health, wellness and nutrition fields. These services are
rendered free of charge. Corporate health education Solutions shall be responsible to
provide the following:
a. On September 26, 2018: Event located at 100 Civic Center, Newport Beach,
California 92660, Corporate Health Education Solutions shall coordinate the
service of agreed number of vendors whom belong to Corporate Health
Education Solutions vendor network in conjunction of City of Newport Beach's
internal vendors, and provide promotional flyers, sign-up sheets, KIND Healthy
Snack granola bars, raffle prizes, tables, and chairs free of charge by Corporate
Health Education ("Event").
If the City of Newport Beach would like to remove any internal vendors,
Corporate Health Education Solutions may fill the space(s) with Corporate
Health Education Solution vendor(s) applicable to the City's custom genre
selections.
b. Event time: 10:00 a.m. — 1:00 p.m.; additional set up time 7:00 a.m. -9:00 a.m.
Corporate Health Education Solutions equipment set up: September 25, 2018
at 2:30 p.m.
2. CITY OF NEWPORT BEACH'S OBLIGATIONS.
City and Corporate Health Education Solutions have mutually agreed that the Event shall
occur on September 26, 2018 from 10:00 a.m. to 1:00 p.m. City shall assign and/or
reserve internal or external space for the Event to be held including agreed upon set up
and break down times, as described in section 1. City shall advertise upcoming events
internally to staff members, up to fourteen (14) days prior to the Event date. Upon
changing or cancelling events, notice must be given to Corporate Health Education
Solutions thirty (30) days prior to the Event.
3. ADDITONAL TERMS.
Corporate Health Education Solutions agrees to provide vendors for the Event as agreed
upon. At the Event, participating vendors will provide services and screening free of
charge to participating City Personnel and will provide samples, marketing materials and
informational pamphlets to City. All vendors will show proof of liability coverage, business
license and board certification if applicable. Prior to the Event, Corporate Health
Education Solutions shall keep on file, all vendor contact information, including vendor
representatives attending the Event, and proof of liability coverage, business license and
board certification if applicable for all vendors and Corporate Health Education Solutions,
will be provided to City if requested. City must disclose how many supplies will be provided
onsite and how many supplies will need to be provided by Corporate Health Education
Solutions thirty (30) days prior to the Event. This will include how many tables, chairs and
extension cords that are available for use on the agreed upon date and time.
City will provide: All indoor tables and chairs for vendors, and outdoor tables, chairs, and
pop up tents for designated eating area only.
4. CATERING REQUIREMENTS.
Corporate Health Education Solutions is a free program and therefor does not provided
full -catered lunches nor is responsible for paying the fee for onsite catering. Catering can
be provided through a third party vendor at a charge. Catering options can be provided
upon request.
Corporate Health Education Solutions can provide you sample menu and pricing, and all
associated invoices and payments will go directly to the catering company.
5. FORCE MAJEURE.
A party will not be in breach of or in default under this Agreement on account of, and will
not be liable to the other party for, any delay or failure to perform its obligations under this
Agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or
similar event beyond that party's reasonable control (each a "Force Majeure Event").
However, if a Force Majeure Event occurs, the affected party shall, as soon as
practicable:
a. Notify the other party of the Force Majeure Event and its impact on performance
under this Agreement; and
b. Use reasonable efforts to resolve any issues resulting from the Force Majeure
Event and perform its obligations under this Agreement.
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6. HOLD HARMLESS.
To the fullest extent permitted by law, Corporate Health Education Solutions
shall indemnify, defend and hold harmless City, its City Council, boards and
commissions, officers, agents, volunteers and employees (collectively, the
"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,
attorneys' fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise under
this Agreement or in any manner relate (directly or indirectly) to the negligence,
recklessness, or willful misconduct of Corporate Health Education Solutions or
its principals, officers, agents, employees, vendors, suppliers, sub consultants,
subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable, or any or all of them.
Notwithstanding the foregoing, nothing herein shall be construed to require
Corporate Health Education Solutions to indemnify the Indemnified Parties from
any Claim arising from the sole negligence, active negligence or willful
misconduct of the Indemnified Parties. Nothing in this indemnity shall be
construed as authorizing any award of attorneys' fees in any action on or to
enforce the terms of this Agreement. 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 Corporate Health Education Solutions.
7. GOVERNING LAW.
a. Choice of Law. The laws of the State of California govern this Agreement
(without giving effect to its conflicts of law principles).
b. Choice of Forum. Both Parties consent to the personal jurisdiction of the state
and federal courts in Orange County, California.
c. Attorneys' Fees. In the event of any dispute or legal action arising under this
Agreement, the prevailing party shall not be entitled to attorneys' fees.
8. AMENDMENTS.
No amendment to this Agreement shall be effective unless it is in writing and signed by
both Parties or authorized representatives.
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9. ASSIGNMENT AND DELEGATION.
a. No Assignment. Neither Party shall assign any of its rights under this
Agreement, except with the prior written consent of the other Party, which
consent may not be unreasonably withheld. All voluntary assignments of rights
are limited by this subsection.
b. No Delegation. Neither party shall delegate any performance under this
Agreement, except with the prior written consent of the other Party, which
consent may not be unreasonably withheld.
c. Enforceability of an Assignment or Delegation. If a purported assignment or
purported delegation is made in violation of this section 9, it is void.
10. COUNTERPARTS; DELIVERY OF SIGNATURES.
a. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which is an original but all of which shall constitute one
and the same instrument.
b. Delivery of Signatures. This Agreement, agreements ancillary to this
Agreement, and related documents entered into in connection with this
Agreement are signed when a Party's signature is delivered by facsimile, email,
or other electronic medium. These signatures shall be treated in all respects as
having the same force and effect as original signatures.
11. SEVERABILITY.
If any one or more of the provisions contained in this Agreement is, for any reason, held
to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or
unenforceability shall not affect any other provisions of this Agreement, but this
Agreement shall be construed as if those invalid, illegal, or unenforceable provisions had
never been contained in it, unless the deletion of those provisions would result in such a
material change so as to cause completion of the transactions contemplated by this
Agreement to be unreasonable.
12. PROMOTION OF EVENT.
City authorizes Corporate Health Education Solutions to promote the agreed upon
services and Event to the vendors who belong to Corporate Health Education Solutions.
Corporate Health Education Solutions requests that City shall provide a written testimony
of City's experience with this event, upon its discretion.
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13. NOTICES.
a. Writing; Permitted Delivery Methods. Each Party giving or making any
notice, request, demand, or other communication required or permitted by this
Agreement ("Notice") shall give that notice in writing and use one of the
following types of delivery, each of which is a writing for purposes of this
Agreement: personal delivery, mail (registered or certified mail, postage
prepaid, return -receipt requested), nationally recognized overnight courier (fees
prepaid), facsimile, or email.
b. Addresses. A Party shall address notices under this Section 13 to a party at
the following addresses:
Corporate Health Education Solutions LLC
Jordyn Roth enberg-McCaa/ President of Marketing and Operations
26562 Via Cuervo
Mission Viejo, CA, 92691
(949)939-1984
jordyn@corporatehealtheducation.com
City of Newport Beach
Barbara Salvini
HR Director
100 Civic Center Drive, Newport Beach, CA 92660
(949)644-3300
bsalvini@newportbeachca.gov
c. Effectiveness. A Notice is effective only if the Party giving notice complies with
subsections (a) and (b).
14. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and
signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach,
failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or
remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless
the writing so specifies.
15. CANCELLATION.
Corporate Health Education Solutions requires a thirty (30) day written cancellation notice
for any events that are scheduled and agreed upon within this Agreement. City will not be
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responsible for rescheduling such event in the case of cancellation within thirty (30) days
of original Event date.
16. ENTIRE AGREEMENT.
This Agreement constitutes the final agreement of the Parties. It is the complete and
exclusive expression of the Parties' agreement with respect to the subject matter of this
Agreement. All prior and contemporaneous communications, negotiations, and
agreements between the Parties relating to the subject matter of this Agreement are
expressly merged into and superseded by this Agreement. The provisions of this
Agreement may not be explained, supplemented, or qualified by evidence of trade usage
or a prior course of dealings. Neither Party was induced to enter this Agreement by, and
neither Party is relying on, any statement, representation warranty, or agreement of the
other Party except those set forth expressly in this Agreement. Except as set forth
expressly in this Agreement, there are no conditions precedent to this Agreement's
effectiveness.
17. HEADINGS.
The descriptive headings of the sections and subsections of this Agreement are for
convenience only, and do not affect this Agreement's construction or interpretation.
18. NECESSARY ACTS; FURTHER ASSURANCES.
Each Party and its officers and directors shall use all reasonable efforts to take, or cause
to be taken, all actions necessary or desirable to consummate and make effective the
transactions this Agreement contemplates or to evidence or carry out the intent and
purposes of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS HEREOF, the Parties
executed this Agreement as of the Eff
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:�tTi
Aaron C. Harp to•Lp•i$
City Attorney
ATTEST:
Date:_
By: 6i�
Leilani I. Brown
City Clerk
hereto, ea
ective Date.
ch, acting with proper authority, have
CITY OF NEWPORT BEACH,
a California mu icipal coryration
Date: b
By:
Barbara Salvini
Human Resource Director
CORPORATIE HEALTH EDUCATION
SOLUTIONS LLC, a California limited
liability comppaany l
Date:— -I �7 I 3�
By:
Jordyn Rothenberg-McCaa
Managing Member
[END OF SIGNATURES]
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