ACTION:
____________________________
Clerk/Secretary
Department: Economic Development Item No: C7
Prepared by: Larry Vaupel, Director Meeting Date: March 25, 2025 Approved by:
Imelda M. Huerta, Assistant City Manager
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: CHAMBER OF COMMERCE EVENT SPONSORSHIP AGREEMENT RE
COMMENDATION: Adopt City Council Resolution No. 2025- , approving an event sponsorship agreement with the Vista Chamber of Commerce.
CO
RRELATION TO CITY COUNCIL GOALS: Economic Development and Parks and Recreation P
RIOR ACTION: On May 12, 2020, adopted City Council Resolution No. 2020-70, authorizing a short- term loan to the Vista Chamber of Commerce (Vote: 5-0).
On D
ecember 9, 2014, adopted City Council Resolution No. 2014-176, approving an agreement for grant of public funds with the Vista. Chamber of Commerce (Vote: 5-0).
A c
omprehensive list of prior City Council actions is included as Exhibit 3.
S
TATEMENT ON THE SUBJECT: The City Council has historically sponsored the Vista Chamber of Commerce events under separate agreements and expenditures. These sponsorships have included the community room rental fee for the Rising Star program, State of Community event, and Business Expo.
The City has agreed to support the Strawberry Festival run and the Christmas Parade under separate agreements. Staff has negotiated an all-inclusive sponsorship agreement with the Vista Chamber of Commerce that includes all commitments for sponsorships, memberships, fee waivers, and event attendance. The agreement increases the transparency of public funding for the Vista Chamber of Commerce and efficiently dictates the amount of sponsorship and when payments are due. Where appropriate, the agreement includes the dollar value of sponsorship and membership obligations. The total value of in-kind contributions and fee waivers is $53,026. The total cash value of sponsorship for the Christmas Parade and Stakeholder Membership is $20,000. In exchange, the City receives numerous benefits such as complimentary attendance (and tables) at Chamber events, free and reduced costs for employees to participate in the Strawberry Festival run, being recognized as a sponsor of the events, and free participation in the parade.
F
ISCAL IMPACT: The cost of the sponsorship agreement is $20,000 plus $53,026 in fee waivers and in- kind services. The costs will be included in the Fiscal Years 2025/26 and 2026/27 Operating Budget.
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
03/25/2025
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MEETING DATE: March 25, 2025 PAGE 2
SUBJECT: CHAMBER OF COMMERCE EVENT SPONSORSHIP AGREEMENT EXHIBITS:
1. Event Sponsorship Agreement between the City of Vista and the Vista Chamber of Commerce
2. City Council Resolution No. 2025- , approving an event sponsorship agreement with the Vista C
hamber of Commerce
3. Prior City Council Actions
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00111273 1 1 EVENT SPONSORSHIP AGREEMENT 2025
EVENT SPONSORSHIP AGREEMENT
BETWEEN THE CITY OF VISTA AND THE
VISTA CHAMBER OF COMMERCE
THIS AGREEMENT (“Agreement”) is made as of ____________________________ (“Effective Date”) by and between the City of Vista, a chartered municipal corporation (“City”) and the Vista Chamber of Commerce, a California non-profit corporation (“Chamber”). City and Chamber are sometimes individually referred to as a “Party” and collectively as “Parties”.
Recitals
A. Chamber intends to stage the following events/activities:
1. Rising Star Student of the Month
2. Vista State of the Community
3. Heroes of Vista
4. Vista Strawberry Festival
5. Vista Christmas Parade
6. Business Expo, Hiring Fair or similar business support event B. City wishes to sponsor the Events by providing services on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows:
Section 1. Events
The Events shall be conducted in accordance with this Agreement, including the Strawberry Festival, Holiday Parade, and other events not requiring a Special Event Permit included in Exhibit A.
Section 2. Special Event Permit; Event Preconditions
(A) Chamber shall have applied for a Special Event Permit (if required) for the Events no later than 45 days prior to event date. In reviewing the application for the Special Event Permit, City retains its governmental jurisdiction and discretion to determine if it will issue the permit and the nature and scope of conditions imposed in connection with permit approval. (B) Before staging the Events, Chamber shall: (1) obtain approval of a Special Event Permit for the Event and all other permits as may be required by law; (2) satisfy all conditions of such permits which are to be met prior to the Event; and (3) provide and maintain insurance as required by this Agreement. Failure to comply with the conditions of approval of such permits shall constitute a default of this Agreement shall be grounds for termination of this Agreement.
Section 3. Event Fees and Direct Costs
All costs and conditions that apply to the Events will be determined at the time of review through the City’s Special Events Committee. These costs may include, but are not limited to, special event permit fees, sheriff’s costs, fire department permits and costs, security costs, public works costs for road closure and traffic plans, business license, and parking and parking 03/25/2025
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EXHIBIT 1
00111273 1 2 EVENT SPONSORSHIP AGREEMENT 2025
lot use. Except for the assistance to be provided by the City pursuant to Exhibit A, Chamber shall make arrangements to satisfy such conditions and to pay such costs.
Section 4. City Assistance
City agrees to sponsor the Events provided that Chamber has satisfied the Event preconditions and is not in breach of this Agreement. City shall sponsor each Event by providing the assistance described in Exhibit A (Assistance).
Section 5. City Sponsor Benefits
In exchange for the City Assistance described in Exhibit A, Chamber provides the City with those sponsor benefits and privileges described in Exhibit B (“City Benefits”).
Section 6. Term
(A) The Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with paragraph (B), continue until December 31, 2027.
Notwithstanding the forgoing, Chamber’s indemnity obligations under this Agreement shall survive its termination.
(B) Prior to the scheduled termination of the Agreement as provided in paragraph (A), the Agreement may be terminated as follows:
(1) By either party with six (6) months advance notice to the other; or (2) By City upon thirty (30) days advance notice to Chamber if Chamber has failed to comply with the conditions of approval for the Event.
Section 7. Disbursement of Funds
(A) The City shall disburse payment of the $10,000 Vista Christmas parade sponsorship and remit its $10,000 Stakeholder Level Chamber membership fee by August 1 of each year.
(B) Any income received by the Chamber from the Events shall be retained by the Chamber.
Section 8. Indemnity
Chamber shall protect, defend, indemnify and save and hold harmless City, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with Chamber performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by Chamber, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. Chamber will conduct all defense at its sole cost and expense and City shall approve selection of Chamber’s counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Chamber.
Section 9. Insurance
Chamber shall comply with the insurance provisions set forth in Exhibit C. 03/25/2025
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00111273 1 3 EVENT SPONSORSHIP AGREEMENT 2025
Section 10. City Licensed Marks
City grants Chamber a limited, non-exclusive license to use the City’s name, service marks and trademarks (“Sponsor Licensed Marks”) solely for the purpose of including City in listings, descriptions and advertisements of the Event during the Term of this Agreement.
Chamber shall not sublicense, transfer, or assign the use of the City Licensed Marks to any person or entity with the prior written consent of City. Chamber shall execute Exhibit D in order to utilize City’s registered logo.
Section 11. Assigning as Breach
Chamber shall not encumber, assign or otherwise transfer this Agreement, or any right or interest in this Agreement, without the prior express written consent of City. A consent by City to one assignment or transfer to another person or entity shall not be deemed to be a consent to any subsequent assignment or transfer to another person or entity. Any encumbrance, assignment or transfer, without the prior written consent of City, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of City, terminate this Agreement.
Section 12. Status of Chamber
(A) Chamber shall perform the services provided for herein in Chamber’s own way as an independent organization and in pursuit of Chamber’s independent calling. Chamber is not to be considered an employee of the City, nor shall any employees of the Chamber be considered employees of the City, for any purpose. Chamber shall be under the direction and control of City staff only as to the results to be accomplished. This Agreement is not intended to create the relationship of partnership, joint venture, or association between the City and Chamber.
(B) Neither Chamber, nor any of Chambers’ officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Chamber expressly waive any claim Chamber may have to any such rights.
Section 13. Nondiscrimination
Chamber shall not knowingly deny an opportunity or benefit, discriminate against or harass, any person on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law in connection with or related to the performance of this Agreement or the conduct of the Event.
Section 14. Notices
Any notice which either Party may desire to give to the other Party must be in writing and may be given by personal delivery to the Party’s representative or by overnight courier service to the Party’s address set forth below. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth below. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
To Chamber:
Rachel Beld, CEO
03/25/2025
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00111273 1 4 EVENT SPONSORSHIP AGREEMENT 2025
Vista Chamber of Commerce
170 Eucalyptus Ave Ste 115
Vista, CA 92084
To City:
Larry Vaupel
Director of Economic Development
200 Civic Center Drive
Vista, CA 92084
The person or address to whom notices are sent may be changed by informing the other party as provided in this section.
Section 15. Entirety
The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm’s length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party’s behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, if any, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the Parties respecting the subject matter hereof.
Section 16. Governing Law; Venue
This Contract shall be construed and enforced under the laws of the State of California.
If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
Section 17. Waiver
No waiver or failure to object to any breach or violation of the terms and conditions hereof by either party shall be deemed a waiver of such or any future breach violation.
Section 1718 Exhibits
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
Section 19. Severability
If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.
Section 20. Counterparts
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00111273 1 5 EVENT SPONSORSHIP AGREEMENT 2025
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.
Section 21. Execution
The Parties have executed this Agreement as of the Effective Date.
City:
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN CONLEY, CITY MANAGER
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
ANALISA HOLBROOK, RISK MANAGER
By:
Chamber:
VISTA CHAMBER OF COMMERCE, a
California non-profit corporation
By:
NAME/TITLE
By:
NAME/TITLE
APPROVED
Walter C. Chung
20250224161658
03/25/2025
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00111273 1 Exhibit A EVENT SPONSORSHIP AGREEMENT 2025
EXHIBIT A
CHAMBER BENEFITS
The City shall provide the Chamber with the following benefits:
1. Rising Star Student of the Month
a. Provide Morris Vance Community Room for the monthly breakfast from September through May each year. No use in June, July or August. The events are generally held the second Friday of the month in the morning for approximately three hours including set up/break down. The breakfast in May will include use of the full Morris Vance Community room, and the time may shift based on attendee availability. (The Chamber works around AP/IB testing for this date.) Approx value - $4,545.25
b. The City Council will provide certificates of recognition for each student. c. The City Council will provide scholarship support to be determined via a separate scholarship application process.
2. Vista State of the Community
a. Provide Morris Vance Community Room and A/V support for the State of the Community Event annually. The event is held on Monday in January or February pending mutually beneficial scheduling. Approximate value of the facility includes approximately 6 hours of use including set up, tear down, and event. $1,278.50
b. Support the event with Mayor keynote address either in speech or video. Videos be developed by the City at City cost. Approximate value $5,000.
3. Heroes of Vista
a. Provide Sheriff of the Year and Firefighter of the Year nominees to the Chamber according to the event schedule.
b. Attend or fill a table of 10 at the event. No cost.
4. Vista Strawberry Festival
a. Support the Vista Strawberry Festival with permit support including traffic control plan. Value $1,000.
b. Provide street closure support for the downtown footprint of the festival for the one-day festival. Value $5,700. (Chamber to use 3rd party for the run route). c. Allow for use of Municipal parking lot on Broadway for staging, dumpster placement the week leading up to the event.
d. Provide Sheriff support for traffic and major street closures during run and festival. Value $11,885.
e. Place a Strawberry Festival ad in the Our Vista publication and on social media, community calendars.
f. Provide for placement of over the street banner and seven 3x5 street corner signs which conform to City sign code requirements for a minimum of two weeks prior to the event. Value $317 (Chamber to provide signage.) g. Announcement on City web site for the 30 days prior to the Event. 03/25/2025
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00111273 1 Exhibit A EVENT SPONSORSHIP AGREEMENT 2025
h. Distribution of 5,000 Event postcards and flyers (produced by the Chamber) at City events and facilities.
i. Two City Representatives to start races, finish lines, or medal presentations. j. Provide leads for event sponsorship or in-kind support k. Use of Avo during the event to program and showcase local talent. Value $2,000
5. Vista Christmas Parade
a. $10,000 cash support
b. Support for traffic control, street closures, and sheriff support. Value $14,300. c. Street sweeping post event. Value $5,000.
6. November event
a. Provide use of Morris Vance Room for an evening November event for either a business expo, hiring fair or similar business support event. Value $2,000.
7. General partnership and support
a. Join Chamber Membership at Stakeholder level ($10,000 cash payment) b. Share Chamber events and offerings in City communications and in economic development specific communications.
c. List the Chamber as partner in economic development in City communications. d. Share news about or impacting the business community with Chamber leadership.
e. Include Chamber leadership on Vista CAREs visits.
f. Allow the Chamber to suggest businesses for CAREs visits or other City recognition.
g. Recognize the Chamber as your first and preferred partner on business issues. 03/25/2025
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00111273 1 Exhibit B EVENT SPONSORSHIP AGREEMENT 2025
EXHIBIT B
CITY BENEFITS
Chamber shall provide City with the following benefits:
1. Rising Star Student of the Month
a. Include a speaking opportunity for a City Council Member, City Manager, or their designee.
b. Sponsor recognition on program, in spoken program, and on Chamber website and program materials.
c. The City Manager or designee may serve on scholarship rating panel, if desired.
2. Vista State of the Community
a. Coordinate the event in coordination with the Mayor for date and coordination. b. Provide one table of 9 for the Mayor and selected guests which could include City staff.
c. Provide the City with sponsor recognition on the event website, program, in speaker comments and in all event promotion.
3. Heroes of Vista
a. Provide one table of 10 for City Council/City Manager to fill with guests of their choice.
b. Provide the City with sponsor recognition as a table sponsor on the event website, program, in speaker comments similar to other table sponsors. c. Allow City to present at least one award, more if available. (These are shared by all sponsors)
d. Allow the City to choose one Public Service Hero (City employee) for recognition at event.
4. Vista Strawberry Festival
a. Provide the City with presenting sponsor level sponsorship benefits including four consecutive booth spaces in prime location within the festival. b. City logo on all Strawberry Festival materials, promotions, press releases, event map, etc.
c. Ten free run entries in the Strawberry Run
d. $10 discount on run entries for all City employees
e. Option for City to provide runner goody bag insert.
f. Opportunity to hold finish ribbon on day of Event at all Events g. Opportunity to introduce title and/or presenting sponsor at the start of race h. City of Vista will be included in start/finish line script i. The City of Vista will be the exclusive Municipality Sponsor of all Strawberry Festival Events and races.
j. Upon request, the City will provide Chamber with a list of prohibited sponsors so the Chamber does not secure an Event sponsorship which conflicts with a then- existing City sponsorship.
k. Chamber will not enter into a contract with a sponsor or advertiser without notifying the City representative of the inquiry. Within five (5) business days of 03/25/2025
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00111273 1 Exhibit B EVENT SPONSORSHIP AGREEMENT 2025
receiving notice of a proposed sponsorship, the City may inform Chamber that it objects to the sponsorship, in which case Chamber will not engage the sponsor. l. As a host sponsor, the City of Vista’s logo will be placed on par with the Vista Chamber logo, but more prominently than any other logo other than Presenting and/or Title Sponsor of the Event.
m. The City of Vista requires approval of all use of the City logo in advertising materials. The City will have a minimum of two people who will have the authority to approve or deny the use of the City logo. Approval or Changes will be made within 2 business days of receipt of the materials, or sooner if possible.
5. Vista Christmas Parade
a. Free entry into the Parade for City Council, City departments and programs. b. Recognition as official municipal sponsor in all event materials, promotion, etc. c. One City staffer can serve as parade judge or announcer.
6. November event
a. Recognize City as sponsor for event.
b. Allow City departments to table at the event for no fee.
7. General partnership and support
a. Provide the City with membership in the Chamber at the Stakeholder level. b. Promote the City and the work of various City departments. i. Allow City departments to present at various Chamber events/committees including Government Affairs, mixers, etc., as appropriate. c. Share any business-related information with the city. Maintain confidentiality of any shared information from City.
d. Serve on City request boards, committees, and/or commissions. e. Treat the City as our first partner regarding economic and workforce development.
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00111273 1 Exhibit C, Page 1 EVENT SPONSORSHIP AGREEMENT 2025
EXHIBIT C
INSURANCE REQUIREMENTS
Chamber shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Chamber, its agents, representatives, employees, or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Work Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Event or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Work Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
If the Chamber maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect to liability arising out of work or operations performed by or on behalf of the Chamber including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Chamber. General liability coverage can be provided in the form of an endorsement to the Chamber’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Event, the Chamber’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Chamber’s insurance and shall not contribute with it. 03/25/2025
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00111273 1 Exhibit C, Page 2 EVENT SPONSORSHIP AGREEMENT 2025
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.
Waiver of Subrogation
Chamber hereby agrees to waive rights of subrogation which any insurer of Chamber may acquire from Chamber by virtue of the payment of any loss. Chamber agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Chamber, its employees, agents and subcontractors.
Verification of Coverage
Chamber shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Chamber’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Chamber shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Chamber shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13. 03/25/2025
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00111273 1 Exhibit D, Page 1 EVENT SPONSORSHIP AGREEMENT 2025
EXHIBIT D
CITY OF VISTA
TRADEMARK LICENSE AGREEMENT
1. Parties and Date.
This Agreement is made as of , (“Agreement Date”) by and between the CITY OF VISTA, a chartered municipal corporation (“City” or “Licensor”), and VISTA CHAMBER OF COMMERCE (“Licensee”) (individually, a “Party”, and collectively, the “Parties”).
2. Recitals.
A. City has adopted and is using City of Vista logo [ ] mark (the “Mark”),and has filed and registered the Mark with the U.S. Patent and Trademark Office as a trademark.
B. City desires to incorporate and otherwise use the Mark in the production and promoting of certain City-Sponsored and City-Endorsed events as provided in City Council Policy No. 200-17.
C. Licensee desires to use the Mark in connection with goods, services and promotional activities related to the event described in Exhibit A (“Event”).
D. In consideration of these Recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement.
3. Grant of License. City hereby grants to Licensee a non-exclusive, non-assignable, royalty-free right (“License”) to use the Mark in connection with goods, services and promotional activities related to the Event, such License to be subject to the terms of this Trademark License Agreement and any further terms and conditions set forth in Exhibit A.
4. Quality Control. City shall have the right, at all reasonable times, to inspect Licensee’s goods, services and promotional activities employing the Mark to ensure that such use is of proper quality and otherwise consistent with this Agreement.
5. Term. The term of this Agreement is from the date of execution through 30 days following the conclusion of the Event, whereupon all rights of Licensee to use the Mark shall immediately terminate.
6. Termination. City may immediately terminate this License at any time without cause and shall notify Licensee in writing of such termination within five days of such termination.
7. Validity of Ownership of Mark. Licensee is prohibited from challenging or contesting in any way the validity of City’s registration of the Mark with the U.S. Patent and Trademark Office or City’s exclusive worldwide ownership of the Mark.
8. Use of the Mark.
A. Before Licensee uses the Mark in production, promotions or other publicly distributed materials, it shall send a copy of the representative item showing each proposed use to, and obtain approval from City’s City Manager or designee, 200 Civic Center Drive, Vista, CA 92084. The City Manager or designee may from time to time thereafter request in writing copies of additional representative items showing Licensee’s use. Licensee shall provide such items within five days following such request. If the City Manager or designee has not objected in writing within ten days following receipt of any items provided as required herein, they shall be deemed approved. 03/25/2025
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00111273 1 Exhibit D, Page 2 EVENT SPONSORSHIP AGREEMENT 2025 B. Licensee acknowledges and agrees that (i) the Mark is a trademark of City and City holds it out to the public as such; and (ii) the Mark is registered as a trademark with the U.S. Patent and Trademark Office.
C. In using the Mark Licensee shall clearly indicate that the Mark is federally registered with the U.S. Patent and Trademark Office and that it is the property of City. Such indication of registration shall be in the form of the ® designation. In conjunction with Licensee’s initial use of the Mark within its promotional materials (other than banners and signs), the following words:
“The City of Vista Logo is a federally registered trademark of the City of Vista.” D. Licensee acknowledges that the Licensor considers the mark to be its official recognition mark, and holds it out to the public as such.
E. Licensee agrees that the use of mark shall be done in such a way so that there does not exist any appearance of City endorsement, authorization or affiliation of City with the Licensee, other than as such affiliation is specified herein between City and Licensee. The provisions of City Council Policy No. 200-17 are incorporated into this Agreement.
9. Infringement. Licensee shall notify City of any potential infringement of the Mark of which Licensee is aware.
10. Indemnification. Licensee agrees to defend, indemnify and hold City harmless from any and all claims, damages and attorney’s fees arising from the use of the Mark by Licensee in its operations under the Agreement.
11. Amendment. This Agreement may be amended only through a written instrument executed by a duly authorized representative of each of the parties hereto.
12. Execution. In witness whereof, City and Licensee have executed this Agreement as of the Agreement Date.
“CITY”
By:
John Conley, City Manager
ATTEST:
Kathy Valdez, City Clerk
By:
APROVED AS TO FORM:
Walter Chung, City Attorney
By:
“LICENSOR”
By:
Name/Title:
By:
Name/Title
03/25/2025
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0 0029213 7
RESOLUTION NO. 2025-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING AN EVENT SPONSORSHIP AGREEMENT
WITH THE VISTA CHAMBER OF COMMERCE
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. The City of Vista (“City”) is authorized to contract for services under Chapter 3.08 of the Vista Municipal Code.
B. The Vista Chamber of Commerce (“Chamber”) is a California public benefit corporation formed for the purpose of undertaking charitable, civic, and other activities exclusively for public benefit.
C. The City Council desires to contract with the Chamber to provide partnership and support regarding the Chamber’s events and activities as described in Section A of the Agreement.
D. An Event Sponsorship Agreement has been prepared and is on file with the City Clerk (“Agreement”).
2. Action.
A. The Agreement is approved and the Mayor is authorized to execute the agreement on behalf of the City.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on March 25, 2025, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20250317072233
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
03/25/2025
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EXHIBIT 2
Prior City Council Actions
On May 12, 2020, adopted City Council Resolution No. 2020-70, authorizing a short- term loan to the Vista Chamber of Commerce. (Vote: 5-0) On December 9, 2014, adopted City Council Resolution No. 2014-176, approving an agreement for grant of public funds with the Vista. Chamber of Commerce. (Vote: 5-0) On May 25, 2010, adopted City Council Resolution No. 2010-76, approving a lease agreement between the Community Development Commission of the City of Vista and the Vista Chamber of Commerce for the property at 127 Main Street. (Vote: 5-0) On August 26, 2008, adopted City Council Resolution No. 2008-165, waiving the Chamber of Commerce’s rent of the 201 Washington Street property for July, August, and September 2008. (Vote: 5-0)
On August 10, 2004, adopted City Council Resolution No. 2004-169, approving an agreement for grant of public funds with the Vista Chamber of Commerce. (Vote: 5-0) On December 9, 2003, adopted City Council Resolution No. 2003-260, approving a lease agreement with the Chamber of Commerce for office space at 201 Washington Street. (Vote: 5-0)
On April 22, 2003, adopted City Council Resolution No. 2003-102, approving a Temporary Use Permit for a carnival at 635 S. Melrose Drive. (Vote: 5-0) On July 9, 2002, adopted City Council Resolution No. 2002-200, approving a Temporary Use Permit for a carnival at 635 S. Melrose Drive. (Vote: 3-1, Campo opposed) On September 26, 2000, adopted City Council Resolution No. 2000-184, amending the Historical, Cultural and Promotional Grant Policy 700-09 to increase the funding for the annual Chamber of Commerce Vista Holiday Parade. (Vote: 3-0) On December 14, 1999, adopted City Council Resolution No. 99-223, approving a grant to the Vista Chamber of Commerce for the holiday parade. (Vote: 5-0) On September 8, 1998, adopted City Council Resolution No. 98-138, approving an amending to a Temporary Use Permit for used car sales to also allow the Chamber of Commerce 1998 Business Expo at 1800 University Drive. (Vote: 3-0) On April 10, 1989, adopted City Council Resolution No. 89-50, approving lease agreement between the City of Vista and the Vista Chamber of Commerce Incorporated. (Vote: 4-0)
On July 11, 1988, adopted City Council Resolution No. 88-157, approving an amendment to the agreement for promotional services between the City of Vista and the Vista Chamber of Commerce. (Vote: 4-0)
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On July 13, 1987, adopted City Council Resolution No. 87-186, approving amendment to agreement for promotional services between the City of Vista and the Vista Chamber of Commerce. (Vote: 5-0)
On September 11, 1986, adopted City Council Resolution No. 86-283, approving an amendment to the City of Vista and Vista Chamber of Commerce VEDA agreement and appropriating budgeted VEDA funds. (Vote: 2-1-2, Von Haden opposed, Flick and McClellan absent)
On July 22, 1986, adopted City Council Resolution No. 86-220, approving amendment to agreement for promotional services between the City of Vista and the Vista Chamber of Commerce. (Vote: 4-1, Von Haden opposed)
On August 13, 1985, adopted City Council Resolution No. 85-196, approving amendment to agreement for promotional services between the City of Vista and the Vista Chamber of Commerce (Vote: 4-1, Von Haden opposed); and adopted City Council Resolution No. 85-197, approving lease agreement between the City of Vista and Vista Chamber of Commerce Incorporated. (Vote: 4-1, Von Haden opposed) On October 9, 1984, adopted City Council Resolution No. 84-218, approving and authorizing signing of an agreement between the City of Vista and the Vista Chamber of Commerce regarding Vista Economic Development Association (VEDA) (Vote: 4-1, Von Haden opposed); and adopted City Council Resolution No. 84-219, approving first amendment to the agreement for promotional services between the City of Vista and the Vista Chamber of Commerce. (Vote: 3-2, McClellan and Von Haden opposed) On June 27, 1983, adopted City Council Resolution No. 83-90, approving lease agreement and agreement for promotional services between the City of Vista and the Vista Chamber of Commerce. (Vote: 4-1, Von Haden opposed) On August 9, 1982, adopted City Council Resolution No. 82-136, approving first amendment to Agreement No. 1-G-82 for promotional services. (Vote: 4-1, Von Haden opposed)
On January 11, 1982, adopted City Council Resolution No. 82-04, approving agreement No. 1-G-82 between the City of Vista and the Vista Chamber of Commerce for promotional services. (Vote: 4-1, Von Haden opposed)
On May 27, 1980, adopted City Council Resolution No. 80-96, approving Agreement No. 4-L-80 between the City of Vista and Vista Chamber of Commerce, Incorporated. (Vote: 3-2, Flick and Von Haden opposed)
On October 17, 1974, adopted City Council Resolution No. 74-129, approving Agreement No. 128: Agreement for Promotional Services. (Vote: 4-0) 03/25/2025
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On September 73, 109, adopted City Council Resolution No. 74-109, approving Agreement No. 109, agreement for promotional services. (Vote: 4-0) On November 7, 1967, adopted City Council Resolution No. 67-74, approving agreement with the Vista Junior Chamber of Commerce for Christmas parade. (Vote: 5- 0)
On August 15, 1967, adopted City Council Resolution No. 67-58, approving a contract with Vista Chamber of commerce to carry on and perform advertising, publicity and promotion work for the City of Vista. (Vote: 5-0)
On September 6, 1966, adopted City Council Resolution No. 66-56, authorizing and approving and agreement with Vista Junior Chamber of Commerce for promotion work. (Vote: 4-0)
On August 2, 1966, adopted City Council Resolution No. 66-50, authorizing Vista Chamber of Commerce to carry on and perform advertising, publicity and promotion work for the City of Vista. (Vote: 5-0)
On July 14, 1964, adopted City Council Resolution No. 64-49, executing an agreement for advertising and promoting City resources. (Vote: 4-0) 03/25/2025
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