HomeMy WebLinkAboutUkiah Adventist Hospital 2010-02-05AGREEMENT FOR NAMING RIGHTS AND SPONSORSHIP OF THE CITY OF
UKIAH CHILDREN'S PLAYGROUND AT CITY OF UKIA SPORTS COMPLEX
This Agreement is made and entered into on February 5, 2010 ("Effective Date"), in
Ukiah, California, by and between the City of Ukiah, a California municipal corporation'(" City")
and Ukiah Adventist Hospital, a California nonprofit religious corporation d/b/a Ukiah Valley
Medical Center ("Sponsor"). City and Sponsor are sometimes referred to in this Agreement a
"Party" or, collectively, as the "Parties."
RECITALS
WHEREAS:
1. City has recently constructed a children's playground located at the City of Ukiah
Sports Complex, at 905 City Well Road, Ukiah, California; and
2. Sponsor owns and operates an acute care facility located at 275 Hospital Dr. in Ukiah,
California (the "Facility"); and
3. City wishes to raise additional revenue with which to fund the construction, equipping,
operation and maintenance of the new children's playground; and
4. Sponsor wishes to put its name on the playground;
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1. SPONSORSHIP RIGHTS
During the term of this Agreement, Sponsor shall have the rights and benefits enumerated below.
1.1 The children's playground located at the City of Ukiah Sports Complex will be known as
"UVMC Park." City shall refer to the children's playground as "UVMC Park" in all City
publications and communications.
1.2 Sponsor shall have the right to publicize its contribution to the City in its publications and
communications.
1.3 City shall install two 4'x 8' signs recognizing Sponsor for its contribution and naming the
playground "UVMC Park." One sign will face east towards the parking lot and one sign will face
southwest towards the facility. The City shall have the exclusive right to design and specify the
materials and construction of the signs.
1.4 The rights enumerated in this Section 1 are exclusive to Sponsor. City shall not enter into
agreements with other sponsors for sponsorships and services similar to the sponsorship and
services that are subject to this Agreement without the consent of Sponsor.
1.5 City shall make its best effort to provide the benefits enumerated in this Agreement, provided
such provision of benefits are legal for the City to provide and are in accordance with all laws
that govern the City's ability to provide such benefits. Sponsor understands that such laws may
change over the course of this Agreement and may affect the City's ability to perform and
provide some or all of the benefits enumerated in this Agreement. City shall advise Sponsor of
any changes in any laws that may affect City's ability to provide the benefits enumerated in this
Agreement within a reasonable time from the time the City is informed of any such law.
2. CITY RIGHTS
2.1 The City will retain all asset management rights, all rentals and permit rights, and all other
promotional rights not specifically granted Sponsor in this agreement.
2.2 City shall be responsible for maintaining the children's playground. If the signs required by
Section 1.3 require maintenance, repair or replacement, Sponsor shall pay the actual costs
thereof. If the Sponsor fails or refuses to pay those costs, the City may terminate this
Agreement.
3. PAYMENT OF SPONSORSHIP FEE
3.1 Sponsor shall pay one-time sponsorship fee to City of $7,500 within 30 days of the Effective
Date.
4. TERM
4.1 This Agreement shall commence on the Effective Date and continue for a period of ten (10)
years, ending on February 4, 2020, unless previously terminated as provided herein or as
otherwise agreed to in writing by the parties.
4.2 Sponsor and City, through a written addendum, may extend this Agreement under the same
terms and conditions for another ten (10) years ("Extension Period"). The written addendum
shall include a new Sponsorship Fee for the Extension Period.
4.3 City may terminate this Agreement if Sponsor sells or closes the Facility.
5. MUTUAL COVENANTS
5.1 City and Sponsor acknowledge that each party owns certain names, trademarks, service
marks, copyrights and other intellectual property ("Marks"), and owns or has certain
merchandising rights in and to the Marks, and all goodwill associated with or symbolized by the
Marks. It is understood that in promoting the City's activities, the City and Sponsor may make
various references to the activities and may display the Marks of the City and Sponsor, and
pictures of the activities. Each party hereto grants to the other a nonexclusive, nontransferable
license to use its Marks during the term of this Agreement and subject to the terms and
conditions hereinafter set forth, solely in connection with advertising and promoting any event or
activity incidental hereto.
5.2 Each party shall designate a representative for purposes of this Agreement. Sponsor's
representative shall be authorized to issue all consents, approvals, directives and agreements on
behalf of Sponsor called for by this Agreement, except as otherwise expressly provided in this
Agreement.
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6.0. GENERAL PROVISIONS
6.1. This Agreement constitutes the entire agreement between the parties with respect to any
matter referenced herein and supersedes any and all other prior writings and oral negotiations.
The terms of this Agreement shall prevail over any inconsistent provision in any other contract
document appurtenant hereto, including exhibits to this Agreement.
6.2 This Agreement may be modified only in writing, and signed by the parties in interest at the
time of such modification.
6.3 Any notices, documents, correspondence or other communications concerning this
Agreement may be provided by personal delivery, facsimile or mail and shall be addressed as set
forth below. Such communication shall be deemed served or delivered: a) at the time of delivery
if such communication is sent by personal delivery; b) at the time of transmission if such
communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by
the official U.S. postmark if such communication is sent through regular United States mail.
IF TO SPONSOR:
Ukiah Valley Medical Center
Attention: Administration
IF TO CITY:
City of Ukiah
Attention: Jacob Burgess
275 Hospital Drive
Ukiah, CA 95482
FAX:
Ukiah Civic Center
411 West Clay St.
Ukiah, CA. 95482
FAX: (707) 463-6740
6.4. This Agreement shall be governed by and construed under the laws of the State of California
without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal
action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive
venue shall be a court of competent jurisdiction located in Mendocino County, California.
6.5. Sponsor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all
or any part of Sponsor's rights, interests, or duties in this Agreement without City's prior written
consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of
City's consent, no subletting or assignment shall release Sponsor of Sponsor's obligation to
perform all other obligations to be performed by Sponsor hereunder for the term of this
Agreement.
6.6. Sponsor has been advised and is aware that this agreement and any other reports, documents,
information and data including, but not limited to, computer tapes, discs or files furnished or
prepared by City may be subject to public disclosure as required by the California Public
Records Act (California Government Code Section 6250 et. seq.).
6.7 Each party shall bear its own costs and fees incurred in the preparation and negotiation of this
Agreement and in the performance of its obligations hereunder except as expressly provided
herein.
6.8 This Agreement is entered into for the sole benefit of City and Sponsor and no other parties
are intended to be direct or incidental beneficiaries of this Agreement and no third party shall
have any right in, under or to this Agreement.
6.9 Section headings contained in this Agreement are included solely for convenience and are
not intended to modify, explain or to be a full or accurate description of the content thereof and
shall not in any way affect the meaning or interpretation of this Agreement.
6.10 The parties have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises with respect to this
Agreement, this Agreement shall be construed as if drafted jointly by the parties and in
accordance with its fair meaning. There shall be no presumption or burden of proof favoring or
disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.11. If any provision of this Agreement is determined by a court of competent jurisdiction to be
unenforceable in any circumstance, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon
the substantial benefit of the bargain for any party is materially impaired, which determination as
made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both
parties agree to substitute such provision(s) through good faith negotiations.
6.12. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original. All counterparts shall be construed together and shall constitute one
agreement.
6.13. The persons executing this Agreement on behalf of the parties hereto warrant that they are
duly authorized to execute this Agreement on behalf of said parties and that by doing so, the
parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their respective authorized officers, and this Agreement shall become effective on
the Effective Date.
CITY SPONSOR
City of Ukiah Ukiah Valley Medical Center
Rod Grain er
Vice President, Finance/CFO
ATTEST
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V t l i..~l Ord
(J OAnne Currie
Vity Clerk
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