CITY OF
Item No. 8
AGENDA REPORT
DATE: May 12, 2025
TO: Honorable Mayor and City Council
FROM: Megan Wolfe, Director of Community Services
SUBJECT: Sponsorship Policy
RECOMMENDATION:
That the City Council approve and adopt the Sponsorship Policy.
BACKGROUND/DISCUSSION:
To maintain transparency, accountability, and administrative efficiency, staff is recommending that the City Council adopt a Sponsorship Policy to standardize the acknowledgment of sponsorships received by the city. This policy provides clear eligibility criteria, categories of sponsorships, and a thorough approval process that ensures only appropriate partnerships are established. This policy aims to establish guidelines that will enable the City to build meaningful partnerships with businesses, individuals, and nonprofit organizations, enhancing our parks, recreation events, programs, leagues, and facilities.
The key components of the Sponsorship Policy include:
❖ Clearly outlines the goals of establishing sponsorships and defines key terms, including sponsorship, sponsor, and sponsorship agreement.
❖ Ensuring compliance with statutory deadlines and procedural requirements. ❖ Sets standards for eligible and prohibited sponsorships, emphasizing alignment with the City's values and community interests.
❖ Identifies various sponsorship opportunities, including event, program, facility, and naming rights sponsorships. This provides multiple avenues for community involvement and support. ❖ Stipulates that all sponsorships must be formalized through written agreements, ensuring clarity of terms and mutual understanding between the City and sponsors. ❖ Establishes that recognition of sponsors will be commensurate with their contributions while maintaining the integrity of public spaces.
❖ Outlines the steps for submitting sponsorship applications and specifies the roles of the Community Services Director and City Council in the approval process, ensuring accountability and proper oversight.
The Community Services Department will oversee policy implementation, including training staff, and ensuring compliance.
FISCAL IMPACT:
The recommendation does not result in a fiscal impact.
Attachment(s):
1. Sponsorship Policy
2. Sponsorship Agreement
Approved by: .� c
ATTACHMENT 1
CITY OF YUCAIPA
COMMUNITY SERVICES DEPARTMENT
SPONSORSHIP POLICY
SECTION 1: PURPOSE
The City of Yucaipa Community Services Department ("the City") seeks to develop partnerships with businesses, individuals, and nonprofit organizations to enhance parks, recreation events, programs, leagues, and facilities. This policy establishes clear guidelines for sponsorship agreements to ensure transparency, equity, and alignment with the City's mission, values, and community interests.
SECTION 2: DEFINITIONS
Sponsorship: A financial or in -kind contribution to support a City park, event, program, league, or facility in exchange for public recognition or other benefits.
Sponsor: A business, individual, or nonprofit organization entering into a sponsorship agreement with the City.
Sponsorship Agreement: A formal contract outlining the terms, benefits, and responsibilities of both the City and the Sponsor.
Naming Rights: A form of sponsorship in which a Sponsor secures exclusive rights to name a City -owned park, facility, program, or event for a specified duration.
SECTION 3: ELIGIBILITY CRITERIA
Eligible Sponsorships:
1. Sponsorships must align with the City's mission, values, and community interests.
2. Priority will be given to sponsorships that promote health and wellness, youth development, cultural enrichment, environmental sustainability, and community engagement.
3. Preferred sponsors include local businesses, community organizations, educational institutions, health and wellness providers, and philanthropic entities.
Prohibited Sponsorships:
The City will not accept sponsorships from entities that promote:
1. Tobacco, marijuana, or vaping products.
2. Firearms, weapons, or ammunition manufacturers and sellers.
3. Political campaigns, endorsements, or lobbying efforts.
4. Adult entertainment, sexually explicit materials, or businesses.
5. Any entity that promotes discrimination, hate speech, or unethical business practices.
6. Companies with a history of legal or ethical violations inconsistent with the City's values.
Sponsor Qualifications:
1. Sponsors must be in good standing with local, state, and federal laws.
2. The City reserves the right to conduct background checks and due diligence on prospective sponsors to ensure compliance with this policy.
3. Sponsorships must not create a conflict of interest with City operations or contradict the City's goals and public interests.
SECTION 4: SPONSORSHIP CATEGORIES
Event Sponsorships: Support for one-time or recurring community events designed to engage residents, promote civic pride, and enhance cultural and recreational opportunities. Event sponsorships may include financial contributions, provision of goods/services, or volunteer support. Examples include:
1. Healthy Yucaipa Run Series: A community -wide race encouraging fitness.
2. Concerts in the Park: Free public concerts featuring local and regional musical acts.
3. Movies in the Park: Free public movies.
4. Holiday Festivals/Events: Seasonal celebrations such as Yucaipa Music and Arts Festival, 41h of July, Autumnfest, Winterfest, and Eggstravaganza.
5. Farmers Market Events: Special market days that support local vendors and small businesses.
6. Health and Wellness Fairs: Public events that promote physical and mental well-being.
Program Sponsorships: Funding for structured activities and educational opportunities that enrich the lives of community members. Program sponsors may receive name recognition in promotional materials, on program t-shirts, and during program announcements. Examples include:
1. Youth Sports Leagues: Sponsorships for equipment, uniforms, and facilities for programs such as soccer, baseball, and basketball.
2. Senior Fitness Programs: Support for classes like yoga, tai chi, and aqua aerobics to promote health among older adults.
STEM and Arts Education: Sponsorships for workshops that provide youth with hands- on experiences in science, technology, engineering, arts, and mathematics.
4. Adaptive Recreation Programs: Support for activities tailored for individuals with disabilities.
5. After -School Programs: Sponsorships that provide educational and recreational opportunities for children in a safe environment.
Facility Sponsorships: Contributions that support the development, enhancement, and maintenance of public recreational spaces and amenities. Facility sponsors may receive signage, plaque recognition, and inclusion in publicized opening ceremonies. Examples include:
1. Park Enhancements: Funding for new playgrounds, shade structures, benches, and landscaping.
2. Sports Complexes: Sponsorship of baseball fields, soccer fields, tennis courts, or skate parks.
3. Community Centers: Contributions toward renovations, technological upgrades, and facility expansions.
4. Parks and Trails: Funding for park areas, trail improvements, and exercise stations.
5. Public Art Installations: Sponsorship of murals, sculptures, and interactive art displays in public spaces.
Naming Rights Sponsorships: Long-term agreements granting naming rights to specific City facilities, recreational fields, or major programs. Naming rights sponsors are subject to City Council approval and must comply with long-term community planning goals. Examples include:
1. Community Recreation Centers: Naming rights sponsorships that support the construction or maintenance of large-scale facilities.
2. Athletic Fields and Complexes: Sponsors can secure naming rights for sports complexes, enhancing brand visibility.
Aquatic Centers: Sponsorships for public swimming pools or splash pads to support operational costs.
4. Event Venues: Naming opportunities for performing arts centers, amphitheaters, or pavilions that host community gatherings.
5. Trail Systems: Sponsorships that contribute to wayfinding signage, safety lighting, and infrastructure improvements.
SECTION 5: SPONSORSHIP AGREEMENTS
General Requirements: All sponsorship agreements must be formalized in writing and signed by both the designated City representative and the Sponsor.
SECTION 6: RECOGNITION AND BENEFITS
Sponsorship benefits must be commensurate with the level of contribution and shall not imply exclusive business endorsement by the City. The City reserves the right to determine appropriate recognition methods to maintain the integrity of public spaces.
Sponsorship recognition may include but is not limited to:
1. Logos on promotional materials, banners, and digital media.
2. Public acknowledgment at City events.
3. Naming recognition on facilities or programs as approved.
SECTION 7: APPROVAL PROCESS
Sponsorship applications must be submitted in writing to the Community Services Department.
The Community Services Director, or their designee, shall review all applications for compliance with this policy before approval.
1. The City Manager, or their designee, is authorized to approve Event and Program Sponsorships.
2. The City Council's approval shall be required for all Facility Sponsorships and Naming Rights.
The City retains the right to decline any sponsorship that does not align with community interests or City policies.
SECTION 8 : EFFECTIVE DATE
This policy shall take effect upon adoption by the City Council.
ATTACHMENT 2
CITY OF YUCAIPA
COMMUNITY SERVICES DEPARTMENT
SPONSORSHIP AGREEMENT
This Sponsorship Agreement ("Agreement") is made and entered into as of the Effective Date by and between the City of Yucaipa (the "City"), a California municipal corporation, and , a ("Sponsor"), with its principal
place of business at
1. PURPOSE
The purpose of this Agreement is to establish and define the terms, conditions, and obligations governing the sponsorship relationship between the City and the Sponsor, in accordance with the City's Sponsorship Policy. This Agreement outlines the Sponsor's financial and/or in -kind contributions in support of specific City events, programs, leagues, or facilities, as identified herein, and delineates the corresponding rights, benefits, and recognition granted to the Sponsor in return for such contributions.
By entering into this Agreement, the Sponsor acknowledges and agrees that its sponsorship is intended to support the City's public programs and services for the benefit of the community, and shall not be construed as an endorsement of the Sponsor's products, services, or business activities.
The City retains sole discretion over the manner and extent of Sponsor recognition, subject to the terms set forth in this Agreement and in compliance with applicable laws, regulations, and City policies.
Furthermore, this Agreement is intended to ensure transparency, accountability, and mutual benefit by clearly defining the respective roles and responsibilities of both parties, including but not limited to sponsorship fees, obligations, promotional rights, compliance requirements, and termination conditions. The Sponsor's participation in this Agreement is subject to the City's continued approval, and the City reserves the right to review and revoke sponsorship rights as outlined in this Agreement.
2. TERM
2.1 Effective Date and Duration
This Agreement shall commence on [Start Date] (the "Effective Date") and shall remain in full force and effect until [End Date] (the "Term"), unless otherwise extended, renewed, or terminated in accordance with the provisions set forth herein.
2.2 Extension and Renewal
The Term of this Agreement may be extended or renewed only by a written amendment signed by authorized representatives of both parties. Neither party shall be under any obligation to extend or renew this Agreement beyond the stated Term, and any continuation of the sponsorship arrangement shall be subject to mutual agreement and execution of a new or amended agreement.
Yucaipa Sponsorship Agreement
2.3 Early Termination
This Agreement may be terminated prior to the expiration of the Term under the following circumstances:
(a) Termination for Convenience — Either party may terminate this Agreement without cause by providing the other parry with at least thirty (30) days' prior written notice.
(b) Termination for Cause — The City may terminate this Agreement immediately upon written notice to the Sponsor if the Sponsor: (i) fails to fulfill any of its material obligations under this Agreement, including but not limited to failure to provide the Sponsorship Fee or in -kind contributions as required herein; (ii) engages in conduct that, in the City's reasonable discretion, is inconsistent with the City's mission, values, or policies, or which may adversely affect the City's reputation; (iii) violates any applicable laws, regulations, or City policies in connection with its sponsorship activities; or (iv) becomes insolvent, files for bankruptcy, or ceases business operations.
2.4 Effect of Termination
(a) In the event of termination, whether for convenience or cause, the Sponsor shall not be entitled to a refund of any amounts already paid to the City, except as expressly provided in a written agreement between the parties. Any outstanding unpaid Sponsorship Fees shall remain due and payable to the City.
(b) Upon termination, the Sponsor shall immediately cease all use of the City's name, logo, and any related branding or promotional materials, and the City shall remove any public recognition of the Sponsor related to the sponsorship, unless otherwise agreed in writing.
(c) Termination of this Agreement shall not affect any rights or obligations that, by their nature, are intended to survive termination, including but not limited to indemnification, confidentiality, and payment obligations.
2.5 No Obligation to Renew
Nothing in this Agreement shall be construed as creating any expectation, obligation, or right to renew or extend the sponsorship relationship beyond the Term. Any future sponsorship arrangement shall be subject to separate negotiation and execution of a new agreement.
Yucaipa Sponsorship Agreement
3. SPONSORSHIP DETAILS
3.1 Sponsorship Contribution
The Sponsor agrees to provide the following contributions in support of the City's designated event(s), program(s), league(s), or facility(ies) as specified in this Agreement (select all that apply):
❑ Financial Contribution — The Sponsor shall pay the City a total sponsorship fee in the amount of $ (the "Sponsorship Fee"), which shall be payable in accordance with the terms set forth in Section 4 of this Agreement.
❑ In -Kind Contribution — The Sponsor agrees to provide goods, services, or other non - monetary contributions as follows:
Description of Goods/Services:
Fair Market Value: The fair market value of such in -kind contributions shall be determined based on industry standards, vendor pricing, or other agreed -upon valuation methods and documented in writing by both parties prior to the execution of this Agreement. The Sponsor shall provide documentation supporting the claimed fair market value, and the City reserves the right to obtain independent valuation if deemed necessary.
Delivery Schedule: The Sponsor shall deliver all in -kind contributions by , unless otherwise agreed upon in writing by both parties.
Approval Requirement: Any in -kind contributions must be pre -approved in writing by the City prior to the execution of this Agreement. The City reserves the right to decline or request modifications to any in -kind contributions that do not meet the City's requirements.
3.2 Sponsored Event, Program, or Facility
The Sponsor's contributions shall be applied to support the following:
Name of Sponsored Event/Program/Facility:
Description of Sponsored Activity:
Dates and Locations:
Yucaipa Sponsorship Agreement
Sponsorship Scope:
3.3 Rights and Obligations of the Sponsor
The Sponsor acknowledges and agrees to the following terms regarding its sponsorship participation:
(a) Use of Sponsor's Name, Logo, and Branding Materials — The Sponsor grants the City a limited, non-exclusive, royalty -free license to use its name, logo, and other provided branding materials solely for purposes related to the fulfillment of this Agreement. The Sponsor shall provide all required branding materials in a high -resolution digital format within fifteen (15) days following the Effective Date. Any use of the Sponsor's branding shall comply with the guidelines and approval requirements set forth in Section 6 of this Agreement.
(b) Adherence to City Policies — The Sponsor's involvement in the sponsored event, program, or facility must comply with all applicable federal, state, and local laws, as well as the City's Sponsorship Policy. The Sponsor's sponsorship shall not include any promotional materials, signage, or messaging that is inconsistent with the City's values, public policies, or community standards.
(c) No Right to Control Event/Program Operations — The Sponsor acknowledges that its role is limited to providing financial and/or in -kind contributions and that it shall have no authority over the City's management, organization, or execution of the sponsored event, program, or facility. The City retains sole discretion in all operational and administrative decisions regarding the sponsorship's implementation.
3.4 Modifications to Sponsorship Details
Any proposed changes to the sponsorship contributions, event scope, recognition benefits, or other sponsorship -related terms must be submitted in writing and approved by authorized representatives of both parties. The City reserves the right to accept or reject any modifications in its sole discretion.
4. PAYMENT TERMS
4.1 Sponsorship Fee Payment Obligations
(a) Payment Amount and Schedule — The Sponsor agrees to remit payment to the City in the total amount of $ (the "Sponsorship Fee"), payable in accordance with the schedule outlined in this Section. Unless otherwise agreed upon in writing by both parties, the Sponsorship Fee shall be paid in full within thirty (30) days from the Effective Date of this Agreement.
(b) Payment Method — The Sponsor shall make all payments via check or electronic funds transfer (EFT) payable to the City in the manner directed by the City.
Yucaipa Sponsorship Agreement
4.2 Non -Payment / Non -Delivery
If the Sponsor fails to make timely payment of the Sponsorship Fee, or timely delivery of In -Kind Contributions, the City may, at its sole discretion suspend any Sponsor benefits, including recognition and promotional considerations, until full payment is received/in-kind contributions delivered and/or terminate this Agreement upon written notice to the Sponsor in accordance with Section 2.3 (Termination for Cause).
4.3 Refunds and Adjustments
(a) Non -Refundable Sponsorship Fees — Except as otherwise stated in this Agreement, all Sponsorship Fees paid and/or In -Kind Contributions delivered to the City are non-refundable. The Sponsor shall not be entitled to any refund or reimbursement in the event of cancellation, postponement, or modification of the sponsored event, program, or facility, unless such cancellation is solely due to the City's unilateral decision. (b) Pro -Rated Adjustments — If the City, in its sole discretion, determines that the Sponsor has not received the full extent of sponsorship benefits as outlined in this Agreement due to unforeseen circumstances, the City may offer a pro -rated adjustment, alternative sponsorship benefits, or credit toward a future sponsorship opportunity.
However, the City is under no obligation to provide such adjustments unless explicitly stated in a written amendment to this Agreement.
4.4 Taxes and Financial Responsibilities
The Sponsor acknowledges and agrees that it is solely responsible for any and all federal, state, or local taxes, levies, or other financial obligations arising from its participation in this Agreement, including but not limited to sales tax, income tax, or other regulatory fees. The City shall have no responsibility for withholding or remitting any taxes on behalf of the Sponsor.
4.5 Acknowledgment of Financial Commitment
By signing this Agreement, the Sponsor affirms its understanding that the Sponsorship Fee represents a binding financial commitment to the City and is made in consideration of the recognition and promotional benefits granted under this Agreement. The Sponsor further acknowledges that failure to remit payment as required herein constitutes a material breach of this Agreement, subjecting the Sponsor to the remedies outlined in this Section and other applicable provisions.
Yucaipa Sponsorship Agreement
5. SPONSOR RECOGNITION AND BENEFITS
5.1 Recognition and Promotional Considerations
As consideration for the Sponsorship Fee and/or in -kind contributions provided by the Sponsor, the City agrees to recognize the Sponsor in accordance with the terms outlined in this Section. The specific recognition benefits to be provided by the City shall be commensurate with the level of sponsorship, as further detailed in Exhibit A.
5.2 Forms of Recognition
Subject to the terms of this Agreement and the City's sole discretion, the Sponsor shall receive recognition in one or more of the following forms:
(a) Inclusion in Printed and Digital Promotional Materials — The Sponsor's name, logo, and/or other branding materials may be included on promotional materials such as flyers, posters, banners, brochures, event programs, and digital advertisements. The City shall determine the size, placement, and frequency of such inclusions. (b) Public Acknowledgment at Sponsored Events — The Sponsor may be acknowledged through verbal announcements, signage, or other forms of public recognition at the sponsored event, program, or facility. The manner and frequency of such acknowledgments shall be determined by the City and shall align with the event's schedule and format.
(c) Online and Social Media Recognition — The Sponsor may be featured in official City communications, including but not limited to the City's website, newsletters, and social media platforms. Such recognition shall be subject to content and editorial control by the City.
(d) On -Site Signage and Branding Opportunities — If applicable, the Sponsor may be permitted to display banners, booths, or other marketing materials at the sponsored event or facility. All signage, materials, and display locations must be pre -approved by the City and must comply with applicable local laws, regulations, and event venue policies. (e) Naming or Title Sponsorship Rights — If this Agreement provides for naming rights or title sponsorship of an event, program, or facility, the specific terms, duration, and conditions of such rights shall be expressly set forth in a separate addendum or Exhibit C attached hereto.
5.3 Approval of Sponsor Materials
(a) The Sponsor shall provide all logos, branding materials, and advertising content to the City in high -resolution digital format within fifteen (15) days following the Effective Date.
Yucaipa Sponsorship Agreement
(b) The City reserves the right to review, approve, modify, or reject any Sponsor materials, messaging, or branding prior to publication or display to ensure compliance with City policies, community standards, and the overall appropriateness of the sponsorship arrangement.
(c) The Sponsor shall not distribute, publish, or display any materials implying an endorsement by the City or suggesting a partnership beyond the scope of this Agreement.
5.4 Restrictions on Recognition
(a) The City retains full discretion regarding the manner, format, and frequency of Sponsor recognition and shall not be obligated to provide any additional recognition or promotional benefits beyond those explicitly stated in this Agreement. (b) The City shall not be required to display the Sponsor's branding in any manner that it deems inappropriate, inconsistent with its mission, or contrary to public policy. (c) The City reserves the right to remove or alter any Sponsor branding, acknowledgment, or promotional materials at any time if, in the City's reasonable discretion, such materials are deemed misleading, offensive, noncompliant with this Agreement, or otherwise inappropriate.
5.5 Exclusivity and Conflicts of Interest
(a) Unless explicitly stated in Exhibit A, this Agreement does not grant the Sponsor exclusive sponsorship rights within its industry or category. The City reserves the right to enter into sponsorship agreements with other entities, including competitors of the Sponsor, for the same or similar events, programs, or facilities. (b) If the Sponsor has been granted exclusive sponsorship rights for a particular event, program, or facility, such exclusivity shall be clearly defined in an attached exhibit and shall be subject to the terms and duration set forth therein.
5.6 No Endorsement or Official Affiliation
(a) The Sponsor acknowledges that participation in this Agreement does not constitute or imply an endorsement, approval, or official affiliation by the City. (b) The Sponsor shall not, in any advertising, marketing, or promotional materials, imply that the City endorses its products, services, or business activities. (c) Any statements, press releases, or public communications regarding the sponsorship must be pre -approved in writing by the City prior to dissemination.
Yucaipa Sponsorship Agreement
5.7 Modifications to Recognition Benefits
The City reserves the right to modify, adjust, or cancel any sponsorship recognition benefits due to unforeseen circumstances, including but not limited to event cancellations, changes in sponsorship policies, or operational constraints. The City shall notify the Sponsor of any such modifications and may, at its discretion, offer alternative forms of recognition or equivalent promotional value.
6. USE OF SPONSOR NAME AND LOGO
6.1 Grant of License
(a) The Sponsor hereby grants the City a limited, non-exclusive, non -transferable, royalty -free license to use the Sponsor's name, logo, trademarks, and other branding materials (collectively, the "Sponsor Marks") solely for the purpose of fulfilling the obligations and recognition benefits under this Agreement. (b) The Sponsor represents and warrants that it owns or has the legal right to grant the City a license to use the Sponsor Marks and that such use will not infringe upon the rights of any third party, including intellectual property rights. (c) The City acknowledges that all rights, title, and interest in the Sponsor Marks remain the sole property of the Sponsor, and nothing in this Agreement shall be construed as transferring any ownership rights to the City.
6.2 Permitted Uses of Sponsor Marks
The City may use the Sponsor Marks in connection with:
(a) Printed and digital promotional materials, including but not limited to flyers, brochures, event programs, and banners.
(b) Official City communications, including the City's website, newsletters, email campaigns, press releases, and social media platforms.
(c) Public acknowledgments at sponsored events, programs, or facilities. (d) Any other promotional activity expressly agreed upon in Exhibit A or approved in writing by the Sponsor.
6.3 Restrictions on Use
The City shall not sublicense, assign, or transfer the rights to use the Sponsor Marks to any third party without the prior written consent of the Sponsor.
Yucaipa Sponsorship Agreement
6.4 Sponsor's Approval Rights
(a) The City shall submit any promotional materials, advertisements, or other content featuring the Sponsor Marks to the Sponsor for review and approval at least ten (10) business days before publication, display, or distribution. (b) The Sponsor shall provide written approval or request modifications within five (5) business days of receipt of the materials. If no response is received within this timeframe, the materials shall be deemed approved.
(c) The Sponsor may request reasonable modifications to ensure that the use of its branding is consistent with its corporate identity and brand guidelines.
6.5 Termination of License
(a) Upon the expiration or termination of this Agreement, for any reason:
(i) The City shall immediately cease all use of the Sponsor Marks and remove them from all promotional materials, digital platforms, and signage within thirty (30) days unless otherwise agreed upon in writing. (ii) The Sponsor may provide written authorization allowing the City to continue using certain Sponsor Marks in specific materials for a defined period, at the Sponsor's sole discretion.
(b) The Sponsor reserves the right to revoke the license granted herein at any time if the City:
(i) Uses the Sponsor Marks in a manner that violates the terms of this Agreement.
(ii) Engages in any activity that, in the Sponsor's reasonable judgment, may damage the Sponsor's brand, reputation, or goodwill.
6.6 No Obligation for Use
The City reserves the right to determine, at its sole discretion, the extent and manner in which the Sponsor Marks are used under this Agreement. The City shall not be obligated to display or use the Sponsor Marks in any specific manner beyond what is expressly stated in this Agreement.
Yucaipa Sponsorship Agreement
7. SPONSORSHIP COMPLIANCE
7.1 Compliance with Laws and Regulations
(a) The Sponsor shall, at all times during the Term of this Agreement and at its own expense, comply with all applicable federal, state, and local laws, statutes, ordinances, regulations, rules, directives, orders, and other governmental requirements, including, without limitation, those relating to advertising standards, consumer protection, employment, environmental practices, and intellectual property rights. (b) The Sponsor shall obtain and maintain, at its own cost, any and all licenses, permits, consents, or authorizations required to perform its obligations under this Agreement. The Sponsor shall promptly provide proof of such compliance to the City upon request.
7.2 Alignment with City Mission and Sponsorship Policy
(a) The Sponsor represents and warrants that its business operations, products, services, public image, and reputation are and will remain consistent with the City's mission, values, community interests, and Sponsorship Policy throughout the Term. (b) The Sponsor shall not undertake any action or engage in any conduct that, in the City's reasonable discretion, may reflect poorly on or adversely affect the City's reputation or conflict with the City's mission, values, policies, or community standards. (c) The Sponsor shall promptly notify the City in writing of any event, circumstance, or change in its business operations that could reasonably be expected to affect its alignment with the City's mission, values, and Sponsorship Policy.
7.3 Representations and Warranties
(a) The Sponsor represents and warrants that it has the full right, power, and authority to enter into and fully perform this Agreement and that all requisite corporate or organizational actions have been taken to authorize its execution and performance. (b) The Sponsor represents and warrants that it has obtained or will obtain all rights, licenses, permissions, and consents necessary to provide any material, intellectual property, branding, or logos to the City for use as contemplated under this Agreement. (c) The Sponsor further represents and warrants that its participation in the sponsorship does not and will not violate any contractual, statutory, or other legal obligation, including obligations owed to third parties.
Yucaipa Sponsorship Agreement
7.4 Monitoring and Verification of Compliance
(a) The City reserves the right, at any time and in its sole discretion, to monitor or request documentation from the Sponsor to verify compliance with the terms of this Agreement, including but not limited to compliance with all applicable laws and the City's Sponsorship Policy.
(b) The Sponsor shall cooperate promptly and in good faith with any inquiries or requests for information from the City. Failure to provide requested documentation or information in a timely manner may constitute a material breach of this Agreement.
7.5 Prohibited Conduct and Activities
(a) The Sponsor shall not imply or state, in any advertising, promotional materials, or public communications, that the City endorses the Sponsor's products, services, or activities. Any statement suggesting or creating an appearance of the City's endorsement beyond the scope of this Agreement is strictly prohibited. (b) The Sponsor shall not engage in any business practice or activity related to the sponsorship that is deceptive, unlawful, or otherwise in violation of any federal, state, or local law or regulation.
(c) The Sponsor shall not use any City logos, insignias, or trademarks in a manner that, in the City's reasonable judgment, may tarnish, dilute, or otherwise adversely affect the goodwill, reputation, or integrity of the City.
7.6 Enforcement and Cure
(a) If the City, in its sole discretion, determines that the Sponsor has breached or is in violation of any provision of this Section 7 or any other section of this Agreement, the City may provide the Sponsor with written notice describing the alleged breach or violation and, where practicable, permit the Sponsor a reasonable period to cure such breach or violation ("Cure Period").
(b) If the Sponsor fails to remedy or cure the breach or violation to the City's satisfaction within the Cure Period (if any), or if the City determines that the nature of the breach or violation warrants immediate action, the City may pursue any remedies available under this Agreement or at law or in equity, including but not limited to immediate termination of this Agreement.
7.7 Effect of Non -Compliance
(a) Any breach of the Sponsor's obligations, representations, or warranties set forth in this Section 7 shall be deemed a material breach of this Agreement.
Yucaipa Sponsorship Agreement
b) In the event of a material breach, the City shall have the right to terminate this Agreement for cause. The Sponsor shall remain liable for any outstanding monetary or in - kind obligations due to the City and shall not be entitled to any refund of amounts already paid unless otherwise provided in a written amendment to this Agreement. (c) The Sponsor hereby acknowledges that the City's goodwill, reputation, and integrity are of paramount importance and agrees that monetary damages may be inadequate to compensate the City for any breach of this Section 7. Accordingly, the City shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.
7.8 Survival
Any provision of this Section 7 that by its nature is intended to survive the termination or expiration of this Agreement, including but not limited to warranties, representations, and indemnification obligations related to compliance, shall survive and continue in full force and effect notwithstanding such termination or expiration.
8. TERMINATION AND REVOCATION
8.1 Right to Terminate for Convenience
Either Party may terminate this Agreement without cause by providing the other Party with at least thirty (30) days' prior written notice, in accordance with the notice procedures set forth in this Agreement.
8.2 Right to Terminate or Revoke for Cause
(a) Grounds for Immediate Termination or Revocation. Notwithstanding any other provision in this Agreement, including Section 8.1 and any cure rights under Section 7.6, the City may immediately terminate this Agreement or revoke any sponsorship rights granted hereunder upon written notice to the Sponsor if the Sponsor: (i) fails to fulfill any of its material obligations under this Agreement, including but not limited to payment of Sponsorship Fees or provision of In -Kind Contributions; (ii) violates any applicable federal, state, or local law, ordinance, or regulation in connection with its sponsorship activities; (iii) engages in any conduct that, in the City's reasonable judgment, is or becomes inconsistent with the City's mission, values, policies, or community standards, or that could negatively impact the City's reputation; (iv) is found to be in material violation of any City policy relevant to sponsorship; or (v) becomes insolvent, files for bankruptcy, or ceases business operations.
(b) Effect of Termination or Revocation.
(i) No Refund of Fees. Except when the City has terminated this Agreement for its own convenience under Section 8.1, the Sponsor shall not be entitled to any Yucaipa Sponsorship Agreement
refund of Sponsorship Fees already paid. Any outstanding unpaid Sponsorship Fees shall remain immediately due and payable to the City.
(ii) Cessation of Rights. Upon termination or revocation, the Sponsor shall immediately cease and desist from using the City's name, logo, or any related promotional materials, and the City shall remove or cease displaying any public recognition of the Sponsor, unless otherwise agreed in writing. (iii) Survival of Obligations. Termination or revocation shall not affect any rights or obligations that, by their nature, are intended to survive, including but not limited to indemnification, confidentiality, and payment obligations.
8.3 No Waiver of Other Remedies
Termination or revocation pursuant to this Section does not limit or waive any other rights or remedies that either Party may have at law or in equity. The City's exercise of termination or revocation rights does not preclude the City from seeking damages, injunctive relief, or any other remedy allowed by law, statute, or contract.
8.4 Transition and Post -Termination Cooperation
Upon receipt of a termination or revocation notice, the Parties shall make good -faith efforts to facilitate an orderly conclusion of the sponsorship arrangement. This may include coordinating the removal of Sponsor materials, settling any final payments, or agreeing upon any limited, continued display of Sponsor recognition if mutually desired and set forth in a written amendment.
9. LIABILITY AND INDEMNIFICATION
9.1 Sponsor's Indemnification Obligations
(a) General Indemnification. To the fullest extent permitted by law, the Sponsor shall indemnify, defend (with counsel reasonably acceptable to the City), and hold harmless the City, its officers, officials, employees, volunteers, representatives, and agents (collectively, the "City Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, damages, liabilities, judgments, fines, penalties, losses, costs, and expenses of any kind whatsoever (including, without limitation, reasonable attorneys' fees, court costs, and expert witness fees) (collectively, "Claims") arising out of or related to:
(i) The Sponsor's participation in or performance under this Agreement, including but not limited to its sponsorship activities, promotional efforts, or any related services or products;
(ii) Any breach or alleged breach by the Sponsor of its representations, warranties, or obligations under this Agreement;
Yucaipa Sponsorship Agreement
(iii) Any infringement, misappropriation, or alleged infringement or misappropriation of intellectual property rights relating to the Sponsor's name, logo, or any other materials provided or used by the Sponsor in connection with this Agreement;
(iv) Any act or omission by the Sponsor or its officers, employees, contractors, representatives, or agents that results in personal injury (including death) or property damage.
(b) Scope of Defense and Settlement. The Sponsor's obligation to defend shall arise regardless of whether the City or any City Indemnitee is ultimately found liable. The Sponsor shall not settle, compromise, or otherwise resolve any Claim in a manner that imposes any liability or obligation on the City or adversely affects the City's rights or interests without the prior written consent of the City, which shall not be unreasonably withheld.
(c) No Limitation by Insurance. The Sponsor's indemnification obligations set forth in this Section are in no way limited by the availability or unavailability of any insurance coverage, whether maintained by the Sponsor, the City, or any other person or entity.
9.2 Limitation of Sponsor's Remedies
Except as otherwise set forth in this Agreement, the Sponsor's sole and exclusive remedy for any breach of this Agreement by the City shall be limited to an action in contract for direct damages only, subject to any applicable liability caps or limitations set forth in California law. The Sponsor expressly waives and releases the City from any claims for consequential, indirect, special, or punitive damages, to the fullest extent permitted by law.
9.3 No Waiver of Governmental Immunities
The Sponsor acknowledges that the City is a municipal corporation entitled to all immunities, defenses, rights, or limitations afforded to it by law, including but not limited to the California Government Claims Act. Nothing in this Agreement shall be construed as a waiver of any governmental immunities or defenses available under federal, state, or local law.
9.4 Survival
All indemnification obligations, limitations of liability, and other provisions of this Section 9 that by their nature are intended to survive the termination or expiration of this Agreement shall so survive, regardless of the reason for termination or expiration.
Yucaipa Sponsorship Agreement
10. GENERAL PROVISIONS
10.1 Entire Agreement
This Agreement, including all exhibits, attachments, and any amendments duly executed by both Parties, constitutes the sole, entire, and integrated agreement between the City and the Sponsor with respect to the subject matter herein. It supersedes all prior and contemporaneous agreements, representations, or understandings, whether written or oral, concerning the subject matter of this Agreement.
10.2 Amendments and Modifications
No amendment, modification, or supplement to this Agreement shall be valid or binding unless it is in writing and signed by authorized representatives of both Parties. The City shall have the sole discretion to accept or reject any proposed amendment. Oral modifications or representations shall be of no force or effect.
10.3 Governing Law and Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to conflict -of -law principles. Any dispute arising out of or related to this Agreement shall be filed and heard in the state or federal courts located in San Bernardino County, California. Each Party irrevocably submits to the exclusive jurisdiction of such courts for the purposes of any action relating to this Agreement.
10.4 Attorneys' Fees and Costs
In the event any action, suit, arbitration, or other proceeding is instituted to interpret or enforce any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees, incurred in connection therewith, in addition to any other relief to which it may be entitled.
10.5 Notices
(a) Form and Delivery. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when delivered in person, by a reputable overnight courier service with tracking capabilities, or by certified or registered mail, return receipt requested, to the address set forth below for the respective Party (or to such other address as a Party may designate by notice in accordance with this Section 10.5).
(b) Address for the City:
City of Yucaipa
Attn: Community Services Director
34272 Yucaipa Blvd., Yucaipa, CA 92399
Yucaipa Sponsorship Agreement
(c) Address for the Sponsor:
Attn:
(d) Effective Date of Notice. Notice shall be deemed effective upon the earliest of:
(1) actual receipt; (2) one (1) business day after deposit with a reputable overnight courier; or (3) three (3) business days after deposit with the U.S. Postal Service by certified or registered mail, return receipt requested.
10.6 Waiver
The failure of any Parry to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement. No waiver shall be binding unless executed in writing by the Party making the waiver.
10.7 Severability
If any provision of this Agreement, or its application to any person or circumstance, is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall remain valid and enforceable to the fullest extent permitted by law. The Parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the original intent and economic effect of the invalid or unenforceable provision.
10.8 Assignment and Delegation
Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parry. Any purported assignment or delegation in violation of this Section shall be void and of no force or effect. This Agreement shall bind and inure to the benefit of the Parties' respective permitted successors and assigns.
10.9 No Third -Party Beneficiaries
This Agreement is entered into solely for the benefit of the City and the Sponsor and shall not be construed as granting rights to any person or entity other than the Parties to this Agreement.
Nothing herein is intended to confer any rights or remedies upon any third party.
Yucaipa Sponsorship Agreement
10.10 Force Majeure
Neither Party shall be liable for any delay or failure in performance of any part of this Agreement (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, fires, floods, epidemics, pandemics, or governmental restrictions. In such event, the affected Party shall promptly notify the other Party, use commercially reasonable efforts to mitigate the impact of such event, and resume performance as soon as practicable thereafter.
10.11 Relationship of the Parties
Nothing in this Agreement shall be construed to create any partnership, joint venture, or agency relationship between the City and the Sponsor. The Sponsor is an independent contractor and not an agent of the City for any purpose whatsoever.
10.12 Headings
Section headings and titles used in this Agreement are for convenience only and shall have no substantive effect on the interpretation of any provision herein.
10.13 Execution in Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Facsimile, PDF, or other electronically transmitted signatures shall be deemed to be equivalent to original signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.
CITY OF YUCAIPA
Name:
Title:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Yucaipa Sponsorship Agreement
ATTEST: CITY CLERK
am
SPONSOR
Name:
Title:
Yucaipa Sponsorship Agreement
Exhibit A
Sponsorship Terms
*****[Instructions; Remove from Agreement]*****
INSTRUCTIONS AND GUIDANCE FOR COMPLETION
Exhibit A is an integral part of the Sponsorship Agreement and is intended to specify additional or unique terms of the sponsorship that apply to the Sponsor's participation.
How to Complete Exhibit A
• Identify the Sponsor and Sponsorship Level
o Clearly state the Sponsor's full legal name (as it appears in the Agreement). o Identify the relevant sponsorship tier, level, or category (e.g., "Gold Sponsor," "Title Sponsor," "Presenting Sponsor," etc.) if applicable. o Include the total Sponsorship Fee or a description of any In -Kind Contributions if they are uniquely governed by this Exhibit.
• Describe the Sponsored Event, Program, or Facility
o Specify the name of the event, program, league, or facility the Sponsor is supporting.
o Provide details about the dates, location, or schedule of the sponsored activity, if not fully described in the main Agreement.
o Include any special arrangements or responsibilities that apply specifically to this sponsorship (e.g., designated booths, signage locations, or special announcements).
• Define Exclusivity (if applicable)
o If the Sponsor is to receive exclusive rights within its industry or product category, indicate those exclusive terms clearly.
o Outline any limitations, geographic restrictions, or conditions for exclusivity (e.g., "No other sponsor in the same industry category will be featured at the event"). • List Sponsor Benefits
o Enumerate any additional benefits, entitlements, or recognition opportunities not already specified in the main Agreement.
o Provide details on how and where the Sponsor's logo or branding may be used. o Specify deadlines for artwork submission or other deliverables (e.g., "Sponsor must submit logo files by [Date] for inclusion on promotional materials"). • Set Forth Any Special Terms or Conditions
o Detail any one-time or unique provisions that differ from or augment the main Sponsorship Agreement.
o Note any conditions precedent (e.g., the Sponsor must provide certain certifications or insurance before participating).
*****[Instructions; Remove from Agreement]*****
Yucaipa Sponsorship Agreement