FUNDRAISING AGREEMENT FOR
PIERPRIDE
This License Agreement (“Agreement”) is made and entered into this ___ of ________, 2026 (“Effective Date”), by and between the City of San Clemente, a municipal corporation (“City”), and the PierPride, dba San Clemente Pier Conservancy, a California nonprofit corporation (“Conservancy”), collectively referred to as the “Parties.”
RECITALS
WHEREAS, the City is undertaking improvements associated with the Pier Underpass / Entrance Project (“Project”) intended to enhance pedestrian safety, accessibility, and aesthetic character at the pier entrance; and WHEREAS, the Conservancy is a nonprofit organization whose mission includes supporting civic beautification, community projects, and enhancements to the San Clemente Pier area; and WHEREAS, the Conservancy has expressed its desire to solicit private donations and sponsorship support to assist with certain enhancements to the Project, including public art, benches, lighting, landscape elements, and donor recognition; and WHEREAS, the City desires to authorize limited fundraising activities in support of the Project while retaining full authority over design, construction, and operation of all public improvements; and WHEREAS, the Parties wish to establish clear parameters governing fundraising activities, donor recognition, public art standards, and intellectual property rights associated with artwork installed within the Project area.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
CONVENANTS
PURPOSE
The purpose of this Agreement is to authorize the Conservancy to solicit private funding support for specific enhancements to the Project while ensuring compliance with City policies, public art standards, and municipal contracting requirements.
CONSERVANCY RESPONSIBILITIES AND AUTHORIZATIONS
The City authorizes the Conservancy, for the term of this Agreement, to solicit voluntary donations in support of the Project elements described herein.
All fundraising materials, sponsorship packages, donor messaging, and recognition concepts shall be reviewed and approved by the City prior to public distribution.
The Conservancy shall not:
Bind the City to any agreement or obligation;
Offer naming rights or exclusive privileges; or
Represent that donations guarantee design outcomes or placement.
Funds raised pursuant to this Agreement shall be limited to the following Project elements (collectively, “Project Amenities”) and shall be subject to City approval:
Public Art. Public art installations, including artwork applied to or installed on all walls within the Project area and the stair landing.
Benches. Up to three (3) benches within the expanded sidewalk area, subject to City approval of design, materials, and placement. Benches may be customized with plaques or inscriptions, in a similar form to the C.A.R.E. amenity donation program.
Lighting and Landscape Enhancements. Supplemental lighting and landscape improvements consistent with City-approved plans.
Dedication Plaque. One (1) bronze dedication plaque not to exceed 18 inches by 24 inches (18” x 24”), with final wording, design, and location subject to City approval.
Outdoor Sound System (Optional Enhancement). Conservancy may solicit donations or accept in-kind contributions for the procurement and installation of an outdoor sound system within the pier underpass area intended to enhance the ambiance and visitor experience.
CONSERVANCY CONTRIBUTIONS
Total Project Costs. The Conservancy shall donate to the City a lump-sum contribution equal to at least twenty-five percent (25%) of the total Project cost, to be applied toward overall Project costs by the City. All funds shall be remitted to the City and expended in accordance with City financial procedures.
Project Amenities. The Conservancy elects to fundraise one hundred percent (100%) of the costs associated with the procurement and installation of the Project Amenities identified in this Agreement, including but not limited to public art elements, benches, lighting, landscape enhancements, and the dedication plaque.
To the extent permissible by applicable law, the Conservancy may structure sponsorship or donor opportunities at amounts exceeding the estimated cost of the associated Project Amenity. At a minimum, the Conservancy shall remit to the City the amount necessary to cover the City’s actual costs associated with the purchase and installation of the Project Amenity. The City acknowledges that it shall not be entitled to any funds raised by the Conservancy in excess of Project Amenity costs or the amount committed under Section 3.01 and that the Conservancy may retain and direct such excess fundraising toward the PierPride Conservancy Endowment Fund, or another charitable fund administered by the Conservancy, for the purpose of supporting ongoing stewardship, beautification, and community improvements in the pier area, to the extent permitted by applicable law. / / /
CITY AUTHORITY
The City retains sole authority over Project design, construction, procurement, installation, and maintenance.
All improvements funded under this Agreement shall become the sole property of the City upon installation.
The City reserves the right to modify, relocate, maintain, or remove any improvement as necessary for public safety, operational needs, or future improvements.
All artwork funded under this Agreement shall:
Comply with City Arts & Culture policies and applicable municipal code provisions; Be reviewed and approved through the City’s established public art process, if required; and Meet durability, safety, and maintenance standards acceptable to the City.
The City retains final approval authority over all artistic concepts, materials, installation methods, and recognition elements.
PUBLIC ART INTELLECTUAL PROPERTY
To the extent artwork is commissioned or installed as part of the Project, the Conservancy shall ensure that artists grant the City a perpetual, irrevocable, royalty-free license to use, photograph, reproduce, display, and distribute images of the artwork for governmental, educational, promotional, and archival purposes through an agreement in a form acceptable to the City.
Artists shall waive, to the extent permitted by law, any claims under the California Art Preservation Act or similar statutes that would prevent maintenance, repair, relocation, or removal of artwork when deemed necessary by the City.
The City shall retain the right to maintain, modify, relocate, or remove artwork in its sole discretion, consistent with public safety and operational needs.
TERM
This Agreement shall commence on the Effective Date and shall automatically terminate upon completion of the Project, as determined by the City.
INSURANCE
The City expressly waives its standard insurance requirements for this Agreement. No insurance shall be required of Licensee. Any insurance that Licensee requires of its contractors in connection with the Equipment authorized herein shall also name the City as an additional insured.
INDEMNIFICATION
The Conservancy shall defend (with counsel acceptable to City), indemnify, and hold harmless the City and its officers, officials, employees, and agents from and against any claims, damages, liabilities, losses, fines, penalties or costs (including attorney and expert fees) arising out of or related to the (1) acts or omissions of the Conservancy and its officers, employees, agents and volunteers contemplated in, arising out of or related to this Agreement; (2) fundraising activities; or (3) claims by third parties who have made donations to the Conservancy.
TERMINATION
For Convenience. Either Party may terminate this Agreement upon thirty (30) days’ written notice. Termination shall not relieve either Party from the provisions in this Agreement that naturally survive termination, like the indemnification obligations.
NOTICES
All notices shall be delivered to:
City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Beaches, Parks & Recreation Director and City Clerk PierPride
P.O. BOX 73544
San Clemente, CA 92672
MISCELLANEOUS
Assignment. The Conservancy shall not assign or transfer this Agreement without prior written consent of the City.
Waiver. Failure of either Party to enforce any provision shall not constitute a waiver of that provision.
Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Authority to Execute. Each signatory represents that they are duly authorized to execute this Agreement on behalf of their respective Party.
Governing Law. The Conservancy shall comply with all applicable federal and California laws related to the performance of this Agreement or the solicitation and receipt of donations.
Entire agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes any previous oral or written understandings.
Amendments. Any modifications to this Agreement must be in writing and signed by authorized representatives.
Counterparts/Electronic Signatures. This Agreement may be executed in counterparts, which together shall constitute one and the same agreement. This Agreement may be executed electronically with the same force and effect as original, ink signatures.
WHEREFORE, the Parties execute this Agreement, agreeing to be bound by the above terms and conditions effective as of the date first entered above.
CITY OF SAN CLEMENTE
By:_______________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 2026 By: _____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
By: _____________________________
Elizabeth A. Mitchell, City Attorney
PIERPRIDE,
a California nonprofit corporation
By:_____________________________
Eileen Kawas, CEO
Dated: __________________, 2026
By:_____________________________
Jim Nielsen, CFO
Dated: __________________, 2026
4932-3072-4506 v1
Attachment 2