HomeMy WebLinkAboutC-7484-2 - Health Exposition AgreementcJ
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r HEALTH EXPOSITION AGREEMENT
V This Health Expo Agreement ("Agreement") is entered into May 24, 2019 (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 25, 2019: Event located at 100 Civic Center, Newport Beach, California 92660,
Corporate Health Education Solutions shall coordinate at minimum 20 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, raffle prizes, tables,
and chairs free of charge by Corporate Health Education.
In the occasion the City of Newport Beach would like to remove any internal vendors,
Corporate Health Education Solutions may fill the space with a Corporate Health Education
Solution vendors that is applicable to the City of Newport Beach's custom genre selections.
(b) Event time: 10:00 a.m. — 1:00 p.m.; set up time 7:00 a.m. -9:00 a.m.; break down time 1:00-
3:00 p.m.
Corporate Health Education Solutions equipment set up: September 24, 2019 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 25, 2019 from 10:00 a.m. to 1:00 p.m. City of Newport Beach 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 LLC 60 days prior to the Event.
3. ADDITIONAL 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 of Newport Beach Personnel and will provide samples, marketing materials and informational
pamphlets to City of Newport Beach. 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 of
Newport Beach if requested. City of Newport Beach 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 of Newport 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.
6. HOLD HARMLESS.
a. 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.
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 8, it is void.
10. COUNTERPARTS; ELECTRONIC SIGNATURES.
a. Counterparts. The Parties shall 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. Electronic 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 their own discretion.
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 1 to a party at the following
addresses:
Corporate Health Education Solutions LLC
Jordyn Rothenberg-McCaa/ President of Marketing and Operations
26562 Via Cuervo
Mission Viejo, CA, 92691
(949)939-1984
Jordon@Corporatehealtheducation.com
City of Newport Beach
Barbara Salvini, HR Director
100 Civic Center Drive, Newport Beach, CA 92660
(949)644-3300
bsalvini@newportbeach.ca.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 sixty (60) day written cancellation notice for any
events that are scheduled and agreed upon within this contract/agreement. City of Newport Beach
will not be 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 hereto, each, acting with proper authority, have executed this
Agreement as of the Effective Date.
Date:
Date: t ��
Corporate Health Education Solutions LLC
Name: Jordyn Rothe nberg-McCaa
Signed in Counterpart
Signature: _
Title: Owner
• � til 1y LI��r � _
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
for: Aaron C. Harp M 6 ( I
City Attorney e,�3� Iq
ATTEST
i
Date:
Leilani 1. Brown
City Clerk
IN WITNESS HEREOF, the Parties hereto, each, acting with proper authority, have executed this
Agreement as of the Effective Date.
Date: 6/4/2019 Corporate Health Education Solutions LLC
Date:
Name: Jordyn Rothenberg-McCaa
Signature:
Title: Owner
City of Newport Beach
Signature:
Title:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3
By: 110L`r/sem
Fal: Aaron C. Harp 0 (3(jj
City Attorney
ATTEST
Leilani I. Brown
City Clerk