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HomeMy WebLinkAbout2002-030 'I [-, 1 RESOLUTION NO. 2002-30 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE TERMS AND PROVISIONS OF THE MEMORANDUM OF 3 UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO, SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION AND AUTHORIZING 4 THE MAYOR OF THE CITY OF SAN BERNARDINO TO EXECUTE SAID DOCUMENT, 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6 OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The terms and provisions of the Memorandum of Understanding between 8 the City of San Bernardino, San Bernardino Stampede, Inc. and Arrowhead Central Credit Union 9 are hereby approved and the Mayor of the City of San Bernardino is hereby authorized and 10 directed to execute on behalf of the City triplicate originals of said Memorandum of 11 Understanding, a copy of which is attached hereto marked Exhibit "A" and incorporated herein 12 by reference as fully as though set forth at length. 13 I I I 14 //1 15 //1 16 //1 17 //1 18 //1 19 //1 20 //1 21 //1 22 //1 23 //1 24 //1 25 //1 26 //1 27 //1 28 //1 HTC/js 1ST AMPEDE.Rr:" . - , 'f". [. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO APPROVING THE TERMS AND PROVISIONS OF THE MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO, SAN BERNARDINO 3 STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION AND AUTHORIZING THE MAYOR OF THE CITY OF SAN BERNARDINO TO EXECUTE SAID DOCUMENT, 2002-30 1 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a Joint Regular meetin 6 thereof, held on the 22nd day of January , 2002, by the following vote, to wit 7 COUNCIL MEMBERS: AYES NAYS ABST AIN ABSENT 8 ESTRADA x 9 LIEN x 10 MCGINNIS x 11 SCHNETZ x 12 SUAREZ x 13 ANDERSON x 14 MCCAMMACK x 15 16 ~h.~ CITY CLERK 17 18 19 20 21 The foregoing Resolution is hereby approved thisd1;!:Lday of ~, 2002. 22 Approved as to form and 23 legal content: 24 JAMES F. PENMAN, City Attorney 25 26 27 28 HTC/js [ST AMPEDE.Rf.~, I 2 ~~- a~u.- Betty Dean Anderson Mayor Pro Tern City of San Bernardino 2002-30 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 2 BERNARDINO APPROVING THE TERMS AND PROVISIONS OF THE MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO, SAN BERNARDINO 3 STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION AND AUTHORIZING THE MAYOR OF THE CITY OF SAN BERNARDINO TO EXECUTE SAID DOCUMENT. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meetin 18 19 The foregoing Resolution is hereby approved this dJ / 'I' day of February ,2002. 20 21 22 Approved as to form and 23 legal content: 24 JAMES F. PENMAN, City Attorney Final vote after reconsideration. 25 26 By: L ? f~ o 27 28 HTC/js [STAMPEDERESj 2 &- "-/ c;~ >aJ v. 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP This Memorandum of Understanding ("MOU") is made this 22nd day of January, 2002, by and between THE CITY OF SAN BERNARDINO ("City"), SAN BERNARDINO STAMPEDE, INC., a California corporation (the "Stampede") and ARROWHEAD CENTRAL CREDIT UNION, a California corporation ("Arrowhead Central Credit Union"). RECITALS WHEREAS, the Stampede operates a minor league professional baseball team in San Bernardino and leases the San Bernardino Stampede Stadium ("Stadium") from the City of San Bernardino ("City"); WHEREAS, Arrowhead Central Credit Union is a credit union headquartered in the City of San Bernardino; WHEREAS, the parties desire to enter into an agreement wherein Arrowhead Central Credit Union will receive advertising and sponsorship rights and other benefits related to the baseball team and Stadium in exchange for which the City will receive compensation and the Stampede will receive compensation and an associate in marketing various events at the Stadium as more fully described in this MOU. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: ARTICLE I TERMS 1.1 This Agreement shall be for a ten (10) year term, unless terminated as set forth herein commencing on January 22, 2002, and concluding on January 2], 2012. The term may only be extended by written agreement signed by all parties. Arrowhead Central Credit Union may terminate this MOU and its obligations hereunder, at any time, for any reason upon one hundred eighty (180) days advance written notice. 1.2 Upon termination, Stampede shall immediately return to Arrowhead Central Credit Union all of the Arrowhead Central Credit Union's documents, materials and other items belonging to the Credit Union in its possession. HTC/ac[Stampede.MOU] ElXhibit "A" '.. . \ 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP ARTICLE II ADVERTISING AND SPONSORSHIP 2.1 During the term of this MOU, Arrowhead Central Credit Union shall receive certain advertising and sponsorship rights and opportunities for itself and/or its affiliates. Arrowhead Central Credit Union reserves the right to, in its sole discretion allow its affiliates to use some or all of the rights granted to the Credit Union hereunder. Said advertising, marketing and naming rights and opportunities granted by Stampede to Arrowhead Central Credit Union and/or its affiliates, along with the corresponding values are as follows: 2.1.1 Arrowhead Central Credit Union shall have the right to place signage of its choosing on the Stadium entrance, Stadium scoreboard, outfield billboard and concourse sign. Arrowhead Central Credit Union shall have first right to determine the location and/or position of all signage and naming rights granted under this MOU, inclusive of all rights granted under this Article II. Value - $25,000 2. 1.2 Signage and naming on the front cover of all souvenir programs, all event tickets made available to the public, pocket schedules, and video board commercials. Value - $40,000 2.1.3 Signage on and placement of an Arrowhead Central Credit Union-owned A TM at the Stadium. Value - $5,000 2.1.4 Minimum of two private or public events at the Stadium each calendar year hosted by Arrowhead Central Credit Union. Value - $12,000 2. 1.5 Twenty five (25) tickets to a section within the stadium entitled "Arrowhead Central Credit Union Inland Empire Community Pride Section" to each of70 home games. Value $15,000 2.1.6 Use of skybox suite number 303 for every game and event held at the Stadium. Value - $15,000 HTC/ac[Stampede.MOU] 2 Exhibit "A" " 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP 2.1.7 At least (6), to be agreed upon, exclusive Stampede game offers made available to Arrowhead Central Credit Union, members and business associates for example: half-price tickets, 50-cent Fridays, and Super Saturday Fireworks Show. Value - $70,000 2.1.8 Partnership with Stampede for Western Regional Little League World Series Arrowhead Central Credit Union Home Plate Promotion. Value $2,500 2.1.9 Title sponsorship of "Used Car Night" with participating Arrowhead Central Credit Union automotive dealers. Value - $2,500 2.1.10 Arrowhead Central Credit Union logo incorporated into player uniforms for the 2003-2004 season. Value - $5,000 2.1.11 Several, to be agreed upon, co-promotional opportunities with other vendors such as Stater Brothers 50-cent Fridays; R&B Auto Super Saturday Fireworks Show; The Sun Stadium Scoreboard; Center Chevrolet Route 66 VIP Stadium Pit Stop; Goforth & Marti Business Interiors Corporate Retreat Suite: McGladrey & Pullen/Press Enterprise Riverside Pack-the-Park Nights; San Bernardino Chamber Opening Day Mixer; KVCR Barefoot in the Park: "Taste of the Inland Empire;" Gresham, Savage, Nolan & Tiden "Teacher of the Game;" and Fullerton, Lemann, Schaefer & Dominick Tux & Tennies Gala. Value - $5,000 2.1.12 The rightto develop and host at the Stadium up to a total of five (5) events for school districts within the City; and youth sports groups operating within the City during each calendar year. These events shall be subject to City, Stampede, and Seattle Mariners' approval. Such events involve themes such as "Say No to Drugs" and "Stay in School," as well as others mutually agreed to by the City, through the Mayor or his/her designee, Stampede, and the Seattle Mariners. Value - $25,000 2.1.13 The ability to erect and fully staff a promotional booth at every event held at the Stadium. Value - $5.000 2.1.14 Stampede shall use its best efforts to provide Stampede baseball players at selected Arrowhead Central Credit Union promotional events. HTC/ac[Stampede.MOUI 3 Exhibit "A" -.- " 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP 2.1.15 Stampede shall use its best efforts to ensure that the name "Arrowhead Credit Union" or "Arrowhead Financial Group" is mentioned at least once during all radio or television broadcasts. $2,500 2. I .16 Stampede grants a license to Arrowhead Central Credit Union to use the team name and logo in any or all of Arrowhead Central Credit Union's advertising or promotional material. Arrowhead Central Credit Union agrees to obtain Stampede's prior written approval of the materials in which the Stampede logo or name is used. ARTICLE III FEES 3.1 In consideration for the rights granted above to Arrowhead Central Credit Union, Arrowhead Central Credit Union shall pay to Stampede the sum of$750,000 as follows: Year I - $75,000 Year 2 - $55,000 Year 3 - $60,000 Year 4 - $65,000 Year 5 - $70,000 Year 6 - $75,000 Year 7 - $80,000 Year 8 - $85,000 Year 9 - $90,000 Year 10 - $95,000 Said sums are to be amortized over the year and paid on the first of each month. In the event the Stampede should either be sold and control of the team change, cease business or no longer be a Tenant at the stadium, then this MOU shall cease and Arrowhead Central Credit Union's obligation to make payments shall also cease. In consideration for agreeing to the provisions of this MOU between the three parties and the provisions of the Amendment to Lease between the City and Stampede, the City shall receive $25,000 each year from the Stampede, payable during the month of October. HTC/ac[Stampede.MOU] 4 Exhibit "A" ..... , 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP ARTICLE IV CONDITIONS 4. I This MOU is conditioned upon approval of and by the City of San Bernardino. Any approvals required under the terms of the Lease between Stampede and the City to carry out the terms of this MOU shall be obtained, and this MOU is contingent upon any approvals required by the terms of that Lease. ARTICLE V DUTIES OF STAMPEDE 5.1 In further consideration of the sums paid by Arrowhead Central Credit Union, Stampede agrees to pay for all costs of renovation of the Stadium so that Arrowhead Central Credit Union may install its A TM and signage as agreed upon. ARTICLE VI JURISDICTION, VENUE AND ATTORNEYS' FEES 6.1 This MOU is to be construed under the laws of the State of California. The parties agree to the jurisdiction and venue of the Superior Court, County of San Bernardino, State of California. Should action be brought to enforce or interpret any provision of the MOU, the prevailing party shall be entitled to attorneys' fees in addition to whatever other relief is granted. The costs, salary and expenses of the City Attorney and members of his office in enforcing this MOU on behalf of the City shall be considered as "attorneys' fees" for purposes of this section. ARTICLE VII ENTIRE MOU 7. I This MOU constitutes the entire MOU between the parties hereto with respect to the subject matter hereof and all prior or contemporaneous MOUs of any kind or nature relating to the same shall be deemed to be merged herein, except the Lease between the City and Stampede dated June IS, 1996, and any amendments or side-letters thereto. Any modifications to the terms of this MOU must be in writing and signed by the parties herein. HTC/ac[Stampede.MOU] 5 Exhibit "A" 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP ARTICLE VIII NOTICES 8.1 Unless expressly provided otherwise, all notices herein provided to be given, or which may be given, by any party 10 the other, will be deemed to have been fully given when written and personally delivered or deposited in the United States mail, certified and postage prepared and addressed as follows: To the Stampede: SAN BERNARDINO STAMPEDE, INC. 280 South E Street San Bernardino, CA 92401 Attention: David Oldham To Arrowhead Central Credit Union: ARROWHEAD CENTRAL CREDIT UNION 202 East Airport, Suite 250 San Bernardino, CA 92402 Attention: Larry Sharp To the City: OFFICE OF THE MAYOR 300 North D Street, 6th Floor San Bernardino, CA 92418 Attention: Mayor ARTICLE IX ALTERATION 9.1 No alteration or variation of the terms of this MOU shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or MOU not incorporated herein shall be binding on any of the parties hereto, except the afore- mentioned Lease between the City and Stampede dated June 18, 1996, and any amendments or side-letters thereto. ARTICLE X SEVERABILITY 10.1 If any provision in this MOU is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provision will nevertheless continue in full force without being impaired or invalidated in any way. HTC/ac[Stampede.MOU] 6 Exhibit "A" 2002-30 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP ARTICLE XI ASSIGNMENT 11.1 This MOU and the rights, interests and benefits hereunder shall not be assigned, transferred, pledged or hypothecated in any way by any party, and shall not be subject to execution, attachment or similar process, nor shall the duties imposed herein be subcontracted or delegated without the written consent of all parties. Any assignment or delegation of this MOU to a third party shall be void unless prior written approval is obtained from all parties. ARTICLE XII AMENDMENT 12.1 This MOU and any attachments hereto may be amended or modified only by the written consent of all the parties. Notwithstanding the foregoing sentence, all parties may amend this MOU upon thirty (30) days' written notice in order to maintain compliance with applicable federal and state laws. ARTICLE XIII GOVERNING LAW 13.1 The parties and this MOU are subject to the laws of the State of California and the United States of America. ARTICLE XIV ATTORNEYS' FEES 14.1 Should suit be brought to enforce or interpret any part of this MOU, the prevailing party in the suit shall be entitled to recover, as an element of costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. The prevailing party shall be the party entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment. A party not entitled to recover its costs shall HTC/ac[Stampede.MOU] 7 Exhibi t "A" 2002-30 '. MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SAN BERNARDINO AND SAN BERNARDINO STAMPEDE, INC., AND ARROWHEAD CENTRAL CREDIT UNION FOR CORPORATE SPONSORSHIP not be entitled to recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for the purposes of determining if a party is entitled to recover costs or attorneys' fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this MOU on behalf of the City shall be considered as "attorneys' fees" for purposes of this section. IN WITNESS WHEREOF, the parties hereto have executed this MOU. SAN BERNARDINO STAMPEDE, INC. BY~ ~.~ ))OfY\A r-. I ~*G... , '?~ W [Please Print Name and Tide] Dated:~. .it, 1on'Z..- THE CITY OF SAN BERNARDINO ARROWHEAD CENTRAL CREDIT UNION / ~ $&:O" LI"JI'2R'{ _ ShAIQ.P,~eS,d"'0T /(;Eo [Please Print Name and Title] ^ Dated: fJU'- {)JIJ~(I /~, ' L~)(:O~?'" BY~~-_ ,afi..~ -- Betty Dean Anderson _ Mayor Pro Tern [Please Print Name and Title] Dated: ~..;:L'-f .I APPROVED AS TO FORM AND LEGAL CONTENT ;LOO ~ ATTEST: ~};.~ Rac I Clark, City Clerk Dated:~ 2~ ;2f)O;;LJ Dated: 8 Exhibit "A"