HomeMy WebLinkAboutCO 06-251 - Jeffrey S. and Kellie Burum a
Crty of
nano Cucamonga
CONTRACT NUMBER
VICTORIA GARDENS CULTURAL CENTER 012-251
SPONSORSHIP, NAMING/PRESENTING RIGHTS AGREE-�
This SPONSORSHIP, NAMING/PRESENTING RIGHTS AGREEMENT("Agreement") is
entered into this 25th day of July, 2006("Effective Date"), by and between The City of
Rancho Cucamonga, a municipal corporation ("City'), the Rancho Cucamonga Community
Foundation, a California non-profit entity ("Foundation") and Jeffrey S. and Kellie Burum,
a Diamond Level Promoting Arts & Literacy(PAL) donor("Sponsor").
A. Recitals.
(i) The City is authorized to grant to persons and/or entities desiring to make
financial donations to the Foundation for the benefit of the residents of the City, certain
privileges, including naming/presenting and signage rights, as to certain facilities and/or
areas of the City, as specified herein.
(ii) Sponsor desires to make an irrevocable donation to the Foundation, for the
benefit of the City, and City desires to provide Sponsor with donor privileges, including
signage rights as to certain premises of the City specified in this Agreement, and subject to
the terms and conditions set forth herein.
B. Agreement.
Now therefore, in consideration of covenants and mutual consideration set forth hereinafter,
the parties agree as follows:
1. Donor Status and Privileges. Following the Effective Date of this Agreement and
upon receipt of the donation payment, as described below, the Sponsor shall be
designated and recognized by the City as a Sponsor at a specified level. This
designation shall afford Sponsor certain donor privileges, including, without
limitation, the following:
• Naming Rights in perpetuity of the Library"Teen Scene".
• Prominent Star Recognition, "Jeffrey S. and Kellie Burum" Tile on Donor Wall.
• Personalized Brick Paver, "Jeffrey S. and Kellie Burum" on Donor Walkway.
• Patron Level Membership to the Lewis Family Playhouse.
• Presenting Sponsor for the 2006 "Gala for the Arts".
• Full page advertisement in the 2006 "Gala for the Arts" Program.
• Eight(8) tickets to the 2006 "Gala for the Arts".
• Title Sponsor for the 2006 Library Telethon.
• Seven (7) minute personalized taped segment to be aired daily during the 2006
Library Telethon.
• Celebrity Status in phone bank for 2-hours daily during the 2006 Library
Telethon.
2. Sponsorship, Naming and Presenting.
(a) Upon the effective date of this Agreement, Sponsor shall be entitled to exclusive
naming/presenting rights to specified areas of the Cultural Center(building, lobby,
dressing rooms, plaza, etc., as designated for such use in advance by the City). For
naming rights donors, the name of the area or facility to which naming rights are
granted to the Sponsor("named area") shall thereafter bear the Sponsor's name
and/or logo (e.g., "The John Doe Company Theatre"). The City shall have sole
discretion to approve the name and/or logo to be used, and to determine what areas
and facilities are eligible to be named. Such determination shall take into account
the minimum level of qualifying donation for each area.
Prior to the latest date by which Sponsor must make payment of the donation, the
City and Sponsor shall meet and confer in good faith in order to agree on the area to
be named/presented. In the event the City and Sponsor cannot agree on an area to
be named, then either party may terminate this Agreement as provided in Section 8,
below, or they may continue to negotiate in good faith and the payment date shall be
extended until an agreement is reached.
(b)To the extent permitted by law, naming/presenting and signage rights shall
endure in perpetuity, subject only to an unforeseen need of the City to engage in
repair, construction or relocation of its facilities and/or other property bearing such
signage. In such event, the City will utilize its best efforts to provide an alternative
location for signage satisfactory to the Sponsor. The City will take all necessary
steps to advise all local governments and agencies of the change of name, and to
ensure that the Sponsor's name is reflected in the new name of the named area in
publications, directional signs, directories, websites, maps and collateral material, as
determined by City. Sponsor agrees and understands that the City will not be able
to immediately complete all name changes in all mediums. However, the City will
begin the process immediately and will complete all signage installation, name
changes and updates within twelve (12) months of the Effective Date hereof, unless
otherwise agreed upon. Thereafter, the City shall maintain all signage in good
condition, normal wear and tear excepted.
In the event your sign is damaged beyond repair or stolen, then City shall replace
the sign at its expense. Any sign damaged through negligence of the City shall be
replaced at City's expense.
3. Landmark Signage. Landmark signage indicating the Sponsor's name and the
named/presented area or public facility theatre, lobby, etc.") name shall be sized and
located as set forth in Attachment "A" hereto which attachment is hereby
incorporated by reference. In the event that Sponsor changes its name or corporate
logo, City agrees to cooperate in good faith to implement the updating of such
signage, at Sponsor's expense, and subject to the obligation to meet and confer.
4. Trademarks. City acknowledges that all rights to the trademark, service mark and
trade name, together with any associated logos or designs belong to Sponsor, to the
extent permitted by law, and that City is acquiring no rights to any of the Sponsor's
trademarks, service marks, trade names or other intellectual property rights as a
result of entering into this Agreement.
5. Term. The term of this Agreement shall begin on the Effective Date and continue in
perpetuity until terminated.
6. Sponsor's Donation. Over a maximum of a three (3)-month term commencing on
the Effective Date, Sponsor shall irrevocably donate a total amount not less than
$100,000.00 to the Foundation for the benefit of the "Promoting Arts and Literacy
(PAL) campaign.
The City or Foundation shall invoice Sponsor for the foregoing amount at least thirty
(30) days prior to the due date for pledge payment provided, however, that a failure
to provide such invoice shall not affect the Sponsor's obligation to pay. The City and
Foundation jointly reserve the right to require any of the required payments to be
made directly to the Foundation if determined to be in the best interest of the City
and Foundation.
7. Expenses. Except as otherwise provided herein, the Foundation shall bear all of its
own costs and expenses arising out of its performance or obligations under this
Agreement, and shall bear all costs and expenses incurred by the City for installing,
maintaining, and/or operating landmark signage bearing the Sponsors name and/or
logo.
8. Warranties and Representations
(a) By City. As an inducement to Sponsor to enter into and consummate this
Agreement, City represents, warrants and covenants as follows:
(i) No Conflict. The entering and performance of this Agreement by the
City does not and will not violate, conflict with or result in a material
default under another contract, agreement, decree,judgment,
undertaking, conveyance, lien or encumbrance to which the City is a
party or by which it or any of its property is or may become subject or
bound. Except as otherwise required by law, the City will not grant any
rights under any future agreement, nor will it permit or suffer any lien,
obligation or encumbrances, or enter into any contract that will conflict
with the full enjoyment by Sponsor of its rights under this Agreement or
the performance by the City of its obligations under this Agreement.
(ii) Right to Make Full Grant. The City has and shall have all requisite
ownership, rights and licenses to perform its obligations under this
Agreement fully as contemplated hereby and to grant to Sponsor all
rights purported to be granted hereunder, free and clear of any and all
agreements, liens, adverse claims, encumbrances and interests of any
person or party.
(iii) Misuse of Sponsor Name or Logo. The City will cooperate with Sponsor
to ensure that the integrity of the Sponsor name and logo is not
compromised and that they are properly utilized in publication, signage,
and other sources with which the City is involved.
(b) By Sponsor. As an inducement to the City and Foundation entering into and
consummating this Agreement, Sponsor represents, warrants and covenants
as follows:
(i) Organization and Enforceability. If the Sponsor is a corporation, then
Sponsor represents that it is duly organized, validly existing and in good
standing in the State of California. The execution and delivery of this
Agreement by Sponsor and the transactions contemplated hereby have
been duly and validly authorized by all necessary action on the part of
Sponsor and its officers. This Agreement constitutes a valid and binding
obligation of Sponsor that is enforceable in accordance with its terms.
(ii) No Conflict. The entering into and performance of this Agreement by
Sponsor does not and will not violate, conflict with or result in a material
default under any other contract, agreement, decree, judgment,
undertaking, conveyance, lien or encumbrance to which Sponsor is a
party or by which it or any of its property is or may become subject or
bound.
(iii) Ownership of Name. Sponsor warrants that it has sole proprietary right
to use of the name and any logos or commercial marks to be used in
connection with this Agreement. Notwithstanding the foregoing, the
Sponsor agrees to indemnify, defend and hold the City, its elected
officials, officers and employees harmless, as to any damages,
judgments or liabilities arising out of any claim alleging that the City has
infringed any proprietary or intellectual property right in connection with
its naming any area or facility or installing any signage incorporating any
of Sponsor's names, logos or marks, in connection with this Agreement.
S. Termination.
(a) In the event of a breach or failure by one party to meet the obligations set
forth in this Agreement, the parties agree to take the following steps: (1) the
complaining party must provide written notice specifying the breach or violation; (2)
if the receiving party fails to cure the breach or violation within thirty(30)days
following service of written notice by the complaining party, the parties specifically
agree that their principals will meet in person within thirty(30) days thereafter to
discuss methods of resolution. If the parties are unable to resolve the dispute during
their meeting, the complaining party shall issue a notice of termination. Thirty(30)
days following the issuance of the notice of termination, the parties may exercise
their right to seek relief through arbitration or litigation and any and all Sponsor
signage shall be removed and destroyed, and the City shall use its best efforts to
promptly cause the Sponsor's name to be removed from all documents, publications,
websites and/or any other materials that include Sponsor's name and/or logo as a
result of this Agreement.
(b) In addition to the rights afforded subsection (a), Sponsor may terminate this
Agreement at any time for any or no reason by providing not less than thirty(30)
days prior written notice to the City and Foundation, in which case, any and all
Sponsor signage shall be removed and destroyed, and the City shall use its best
efforts to promptly cause the Sponsor's name to be removed from all documents,
publications, websites and/or any other materials which include Sponsor's name
and/or logo as a result of this Agreement. If Sponsor terminates this Agreement
under this subsection prior to making all payments as required herein, as a result of
Sponsor's reasonable and good faith determination, set forth in writing and provided
to the City, that the named area and/or the operational management thereof has, in
some specific way, become detrimental to Sponsor's interests, then Sponsor will no
longer be obligated to make any remaining donation payments as required by
Section 6(b) herein. Under no circumstances shall Sponsor be entitled to receive a
full or partial refund of any payments made. However, at Sponsor's request, the City
will take all other remedial steps required by this Section.
(c) Notwithstanding any other provision of this Agreement, the City shall have
discretion to terminate this Agreement, without obligation, as to any corporate or
other business Sponsor, and remove all signs naming Sponsor from any City area or
facility, should Sponsor cease doing business for any reason or be convicted of a
crime.
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. It is further
understood and agreed that it is the parties' intent and desire that all obligations of
exclusivity, granted to Sponsor and Sponsor's signage rights in perpetuity which are
binding on City hereunder, shall also be binding upon any persons and/or entities
controlling, controlled by or under common control by the City, and the City agrees to
take no action for the purpose of avoiding any such obligation. Notwithstanding the
foregoing, nothing herein shall be deemed to create or convey to Sponsor any
ownership or possessory interest in any property of the City or Foundation.
10. Notices. All notices hereunder shall be in writing and shall be effective upon
delivery. Notices may be sent by registered or certified mail, or by overnight delivery
service providing confirmation of receipt. The parties hereto shall notify each other
of any change in their addresses for notice. Unless notice is given to the contrary,
all notices to Sponsor shall be sent to:
With Copy to:
Jeffrey S. and Kellie Burum
5033 Earl Court
Rancho Cucamonga, CA 91701
Unless notice is given to the contrary, all notices to the City/Foundation shall be sent
to:
Paula Pachon, PAL Campaign Coordinator
City of Rancho Cucamonga
10500 Civic Center Drive— P.O. Box 807
Rancho Cucamonga, CA 91729
11. Execution of Further Documents. The parties agree to cooperate in good faith to
execute any other document reasonably required to further the purpose of the
Agreement.
12. Entire Agreement. This Agreement constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings, oral or written.
This Agreement may be modified only by an instrument in writing duly executed by
both parties.
13. Assignment. Sponsor may not assign any of its rights hereunder with the City's
prior written consent which shall not be unreasonably withheld if such assignment is
to a subsidiary, successor in interest or other entity directly or indirectly controlling,
controlled by or under common control of the Sponsor.
14. Attorneys Fees. The prevailing party in any action brought for breach or to enforce
any provision of this Agreement shall be entitled to receive its reasonable attorneys
fee, costs of experts and all other costs of suit.
15. Force Majeure. Neither party will incur any liability to the other party on account
of loss or damage resulting from delay or failure to perform all or any part of this
Agreement to the extent that such delay or failure is caused, in whole or in part,
by events, occurrences, or causes beyond the control and without negligence of
the parties. Such events, occurrences, or causes shall include without limitation,
acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions.
16. Venue and Governing Law. The provisions of this Agreement shall be
governed by the laws of the State of California. Venue for any litigation arising
out of or connected with this Agreement shall be the Superior Court of the
County of San Bernardino, California.
17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
SPONSOR
By: �S By:
Name: I' ' ur`-' Name:
Title: Gvoartca.-� Title:
(two officers' signatures required if corporation)
CITY FOUNDATION 972
By: eh By:
Name: M4.A2ACG Name:
Title: Sac 'A. Title:
ATTACHMENT "A"
outasammullIWAM■
_
n
m•
z LU
z
S
a ..
iw '4
9 A�jc
mn
o s
c N
0
€ o , IA
2
ET
"'� \Tic oRIA GARUENs
�i, `; � CULTURAL CENTER
Ii 1 1i , l i 1 i t ) r it 10 it l i l i i0 4 . AI ILO II 40 i i i . i ) i • 41 i . + . i . I . i . i . 1 . I . . 7
e Mk
i I 4 , \\ /
Ln 9 — f ,i:
- I
i
_ I _
a -I
L
.
14
I. i
R .w
3!
3 - '
u _1
i
3 O
> 0 0 0 0 -
_ 3€ co mOP " k � oem ., aew ., _ onma o .. ., - aSn $ ° % O - -
SE 0 33 .. ' 34 Sz Ill
n
o = g
c
4.1
la 'lb' d^a• VI ( 101i1 ;A (,AItl) FN .,
VI . . " ° • CULTURAL CENTER
- _ G •