21292227.2
215609-10005
SPONSORSHIP AGREEMENT
This Sponsorship (“Agreement”) is dated October 7, 2021, between Medline, Inc., a California corporation (“Sponsor”) and the City of Rialto, a California municipal corporation and general law city (“City”), for the purposes and on the terms described below. Sponsor and City may individually be referred to as “party” or collectively as “parties.”
1. Amount of Sponsorship Funds/Payment.
1.1 Sponsor promises to give to City $10,000 (“Sponsorship Funds”) as provided in this Agreement for the support of youth programs run by the City (the “Services”).
1.2 Sponsor will make payment of the Sponsorship Funds in the form of a negotiable check made out to the City of Rialto, and delivered to 150 S Palm Avenue Rialto, CA 92376, Attention City Clerk, within 30 days of the execution of this Agreement.
2. Use of Sponsorship Funds.
2.1 City agrees that the Sponsorship Funds will be used only for the support of the Services. As used herein, “support of the Services” shall include, but not be limited to, (1) paying youth registrations for children of families that are unable to pay to participate in the various programs offered by the City, e.g. sports registration, special interest classes (Dance, Karate, Tennis etc); (2) purchasing additional equipment and clothing for youth programs.
2.2 The City shall have complete and sole discretion to determine whether a given expenditure of the Sponsorship funds constitutes support of the Services.
3. Term. This Agreement shall continue until the City has utilized all Sponsorship Funds for the Services.
4. Recognition.
4.1 In recognition of the Sponsorship Funds, City agrees to the following:
4.1.1. During the Term of this Agreement, shirts ordered for use in the City run co-ed basketball, girls volley ball, and tiny tots program will include a printed logo of the Sponsor. The size and placement of the logo on the shirts shall be mutually agreed upon by the Parties.
4.2 Sponsor has also expressed interest in volunteering to assist with the Services. The Parties agree to mutually cooperate to establish program where employees of Sponsor will have an opportunity to volunteer to coach or assist the City with the Services.
Sponsor agrees that any volunteers that agree to assist the City with the Services will be required to follow all policies and procedures established by the City for such volunteers, including, but not limited to, background checks, waivers, releases, and indemnities. 21292227.2
215609-10005 2
5. General.
5.1 This Agreement constitutes the entire agreement among the parties pertaining to the subject matter contained in this Agreement and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties, or their respective successors-in-interest. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
5.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Facsimile or pdf signatures shall be valid and effective for all purposes.
5.3 If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding upon the parties.
5.4 Each party shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions or requirements contemplated by this Agreement.
5.5 All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed as follows:
If to City:
City of Rialto
150 S Palm Avenue
Rialto, CA 92376
Attn: City Clerk
If to Sponsor:
Medline
With a copy to:
Eric S. Vail
Burke, Williams & Sorensen, LLP
1770 Iowa Ave., Suite 240
Riverside, CA 92507
With a copy to:
Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above. 21292227.2
215609-10005 3
5.6 This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California.
5.7 Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions. Capitalized terms used in this Agreement shall have the meaning assigned to them by this Agreement. The parties to this Agreement have duly executed it as of the day and year first above written.
5.8 No provision of this Agreement shall create or give to any person other than a party to this Agreement any claim or right of action against any party to this Agreement.
5.9 This Agreement may be amended only by written instrument executed by both parties to this Agreement.
5.10 City’s rights and obligations under this Agreement, including the right to receive the Sponsorship Funds, may not be assigned or transferred, except upon the prior written consent of Sponsor.
5.11 Sponsor’s obligations under this Agreement, including the obligation to pay the Sponsorship Funds, may not be assigned by Sponsor without the prior written consent of City, which consent may not be unreasonably withheld. Without limiting the foregoing, City agrees that the payment of all or a portion of the Sponsorship Funds may be made by one or more entities owned in whole or in part by Sponsor or controlled by Sponsor.
5.12 This Agreement shall be binding on, and shall inure to the benefit of, the parties, and their respective successors-in-interest.
6. Signatories and Effectiveness. Each of the parties hereto represents that the signatory to this Agreement on behalf of such party has the authority to execute this Agreement and that no approvals other than the approval of Sponsor and City are required for this Agreement to be a binding obligation of Sponsor and City.
7. Announcement of Sponsorship Funds. No announcement of the Sponsorship Funds shall be made without the mutual prior written consent of Sponsor and City with respect to its timing and content. The Sponsorship Funds and the identity of Sponsor will not be disclosed publicly prior to the announcement.
8. Effective Date. This Agreement shall be effective only upon execution by both Parties.
9. Termination. At any time, and without cause, the City may terminate this Agreement upon written notice. Upon the termination of this Agreement, the City shall return 21292227.2
215609-10005 4
any unused Sponsorship Funds as of the date of termination; the City shall have no obligation to return Sponsorship Funds utilized in accordance with the terms and provisions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY: CITY OF RIALTO SPONSOR:
________________________________ ______________________________ Marcus Fuller, City Manager By: ___________________________ Its: ___________________________
ATTEST:
________________________________
Barbara McGee, City Clerk
APPROVED AS TO FORM:
________________________________
Eric S. Vail, City Attorney