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HomeMy WebLinkAboutC-3221 - Orange Coast Marketing Coalition Lifeguard Vehicle SponsorshipBrown, Leilani From: Gill, Colleen Sent: Tuesday, October 22, 2002 11:13 AM To: Brown, Leilani Subject: FW: Contract Hi Leilani -- The GM contract expires December 8, 2002. It has been extended 60 days until February 8 by verbal agreement. Thanks! Colleen - - - -- Original Message---- - From: Gill, Colleen Sent: Monday, October 21, 2002 1:19 PM To: Riley, Tim (Fire) Subject: FW: Contract - - - -- Original Message---- - From: Brown, Leilani Sent: Monday, October 21, 2002 1:10 PM To: Gill, Colleen Subject: Contract Our database shows that C -3221 with Chevrolet Motor Division and General Motors Corporation for Vehicle Sponsorship expired in 2002. Is this contract still active? And if so, do you have a copy of the contract extension for our file? Thanks! 1 E • 1 Amendment No. 1 2 TO AGREEMENT BETWEEN 3 CHEVROLET MOTOR DIVISION, GENERAL MOTORS CORPORATION 4 AND 5 ORANGE COAST MARKETING COALITION 6 7 THIS AGREEMENT TO AMEND, made and entered into this day of 8 2002, by and between the Chevrolet Motor Division, General Motors 9 Corporation, hereinafter referred to as "SPONSOR" and the cities of SEAL BEACH, 10 NEWPORT BEACH, LAGUNA BEACH, and SAN CLEMENTE, and the COUNTY OF 11 ORANGE, formerly known as the Orange Coast Marketing Coalition, and hereinafter 12 referred to as "PUBLIC ENTITY PARTIES "; 13 14 WHEREAS, Agreement No. 002 was entered into on July 21, 1998, by and 15 between SPONSOR and PUBLIC ENTITY PARTIES to grant exclusive rights to 16 SPONSOR to provide and display sponsorship identification in exchange for lifeguard 17 vehicles to be used on beaches in Orange County; and 18 19 WHEREAS, certain of the PUBLIC ENTITY PARTIES have joined a new 20 coalition known as the "Beaches of Southern California Coalition ", hereinafter referred 21 to as "COALITION "; and 22 23 WHEREAS, SPONSOR and members of the Coalition are in the process of 24 negotiating a new agreement for a lifeguard vehicle sponsorship, which will begin in 25 February 2003; and 26 27 WHEREAS, the parties desire to keep in place the existing Agreement No. 002 28 until such time that a new agreement can be finalized, the parties hereto desire to 29 amend the Agreement No. 002 dated July 21, 1998 as follows: 30 31 The agreement shall remain in effect until February 7, 2003; and 32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 0 0 The PUBLIC ENTITY PARTIES may retain possession of Chevy lifeguard vehicles currently in their respective possessions until the termination of this contract on February 7, 2003. NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Add to #5, Term and Extension of Rights: 'This agreement shall remain in effect until February 7, 2003." All other terms and conditions of said agreement shall remain the same and in full force and effect. IN WITNESS WHEREOF, the parties have executed this instrument upon the date first hereinabove appearing. CHEVRYOLET MOTOR DIVISION, GENERAL MOTORS CORPORATION go Dat 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 0 0 ORANGE COAST MARKETING COALITION MEMBER AMENDMENT NO. 001, entered into this i�'rL day of UPC 2002. IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing Coalition Lifeguard Vehicles Sponsorship Agreement No. 002, Amendment #1, on the date set forth above-,---\ ature of Authorized Person -j-pYw ds g DZI yu, Print the Name of Authorized Person l�cr Title of Authorized Person l c )i11 0� S Name of Agency Address City Zip Code �Jf Signature of Legal Counsel N//k Printed Name of Legal Counsel iAmarketing coalition \chevroletextension.doc 1 2 3. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 0 ORANGE COAST MARKETING COALITION MEMBER AMENDMENT NO. 001, entered into this L4 tl� day of � 2002. IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing Coalition Lifeguard Vehicles Sponsorship Agreement No. 002, Amendment #1, on the date set forth abgye, _ of Authorized Person John Bahorski Print the Name of Authorized Person City Manager Title of Authorized Person City of Seal Beach Name of Agency 211 8w Street Address Seal Beach, CA, 90740 City . Zip Code Signature of Legal Counsel Richard Watson & Gerhon Printed Name of Legal Counsel 0 1 ORANGE COAST MARKETING COALITION MEMBER 2 J B AMENDMENT NO. 001, entered into this �1 °Z� day of ,2002. 4 5 IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing 6 Coalition Lifeguard Vehicles Sponsorship Agreement No. 002, Amendment #1, on the date 7 set forth above, 8 9 By: 10 Signature of Authorized Person 11 12 13 Print the Name of Authorized Person 14 15 Z 16 Title o Authorized Person 17 18 � �- 19 Nam of kgency 20 213 22 Address 23 24 25 Ci Zip Code 26 27 izzz'z 28 Signature of Legal Counsel 29 30 (G�/� fi✓ 2N % f n z, 31 Printed Name of Legal Counsel 0 AGREEMENT NO. 002 a ORANGE COAST MARKETING COALITION LIFEGUARD VEHICLE SPONSORSHIP AGREEMENT BY AND BETWEEN CHEVROLET MOTOR DIVISION, GENERAL MOTORS CORPORATION, a Delaware Corporation, hereinafter referred to as "SPONSOR" AND CITIES of Seal Beach, Newport Beach, Laguna Beach, and San Clemente, all municipal corporations or general law cities, hereinafter collectively referred to as "CITIES "; AND ORANGE COUNTY, specifically the Public Facility Resource Department, a political subdivision of the State of California, hereinafter referred to as "ORANGE COUNTY ": AND STATE OF CALIFORNIA, specifically through the Department of Parks and Recreation, Orange Coast District, hereinafter referred to as "STATE "; AND LOS ANGELES COUNTY, a body corporate and politic, hereinafter referred to as "LOS ANGELES COUNTY ". RECITALS WHEREAS, CITIES, ORANGE COUNTY and STATE are responsible for the management of coastline within Orange County and the northerly portion of San Diego County; WHEREAS, CITIES, ORANGE COUNTY and STATE desire to obtain income or goods by selling rights on an exclusive basis within distinct categories of goods and services; PAGE 1 0 WHEREAS, CITIES, ORANGE COUNTY and STATE are members of the ORANGE COAST MARKETING COALITION ( "Coalition "), a coalition of public entities formed to jointly negotiate marketing agreements utilizing the expertise of LOS ANGELES COUNTY acting on behalf of the Coalition; WHEREAS, SPONSOR desires to obtain the exclusive rights to provide and display sponsorship identification on lifeguard vehicles being used in Orange County and the northerly portion of San Diego County beaches; WHEREAS, SPONSOR also desires the right to purchase the exclusive rights to advertise, sponsor events and promote itself as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches'; WHEREAS, STATE is authorized by the provisions of =the Public Resources Code Sections 5009.1, 5009.2 and 5009.3 to enter into donor and sponsorship agreements and license the use of its logo(s) on Orange Coast Beaches that are owned or operated by the State of California; WHEREAS, ORANGE COUNTY is authorized by the provisions of the Codified Ordinance of the County of Orange Division 5, Section 2 -5 -127 to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the County of Orange; WHEREAS, CITY of SEAL BEACH is authorized by the provisions of S 28 -2002 of the Seal Beach City Municipal Code to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of Seal Beach; WHEREAS, CITY of NEWPORT BEACH is authorized by the provisions of Article 2, Section 200 of the Newport Beach City Municipal Code to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of Newport Beach; WHEREAS, CITY of LAGUNA BEACH is authorized by the provisions of Article XI, Section 7 of the California Constitution and Government Code Sections 37350 and 37351 to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of Laguna Beach; WHEREAS, CITY of SAN CLEMENTE is authorized by the provisions of Article XI, Section 7 of the California Constitution and Government Code Sections 37350 and 37351 to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of San Clemente; and PAGE 2 0 WHEREAS, LOS ANGELES COUNTY is authorized by the Orange Coast Marketing Coalition Agreement to solicit, negotiate and prepare sponsorship proposals and agreements on behalf of the Coalition for presentation to Coalition members and to receive a commission for such services. IT IS THEREFORE agreed by and between the parties as follows: 1. Definitions As used herein, the terms set forth below shall be defined as follows: A. "Agreement Year" shall mean the 365 -day period beginning on the Commencement Date or any subsequent 365 -day period commencing on the expiration of a prior Agreement Year. B. "Commencement Date" shall_mean the date the Agreement is approved and fully executed by all of the parties hereto. C. "Lifeguard Vehicle(s)" shall mean the Chevrolet vehicles as to which the rights of possession and use are being granted hereunder to the Orange Coast Marketing Coalition and the individual Public Entity parties thereof. D. "Logo(s)" shall mean any Logo in existence belonging to any party hereto or to be developed by parties to this Agreement as mutually agreed upon. E. " Mark(s)" shall mean any word, name, trademark, service mark, copyright and other intellectual property owned by any of the parties hereto that has merchandising capability or goodwill associated with or symbolized by the Mark(s). F. "Orange Coast Beaches" shall mean those beaches within Orange County and the northerly portion of San Diego County over which the Public Entity Parties have cumulative operational authority. G. "Premium(s)" shall mean any promotional article used for the purpose of increasing the sales of particular products, including those of SPONSOR. H. "Promotional Events" shall mean events conducted on the beach by the SPONSOR. I. "Public Entity Party(ies)" shall mean that individual member or those members of the Orange Coast Marketing Coalition participating in this Lifeguard Vehicle Sponsorship Agreement. PAGE 3 0 0 J. "Special Events" shall mean events that are sponsored or permitted by any of the Public Entity Parties on the Orange Coast Beaches and surrounding area typically patrolled by Lifeguard Vehicles. K. "Sponsor Identification" shall mean that display on the 12" X 15" space on the Lifeguard Vehicles mutually agreed to between the SPONSOR and the Public Entity Parties. 2. Grant of Rights Subject to the conditions set forth hereinbelow and upon execution of the Agreement by all the parties, the Public Entity Parties shall grant to SPONSOR the exclusive right within the category of "Motor Vehicles" to place Sponsor Identification on that property defined herein as the Lifeguard Vehicles, and the following rights: A. Donated Lifeguard Vehicles: 1. The SPONSOR is granted the exclusive right to be known as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" and to be the SPONSOR of the Orange Coast Beaches within the "Motor Vehicles" category. 2. The SPONSOR is granted the right to place "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" decals /stickers on the Lifeguard Vehicles provided by SPONSOR and the Public Entity Parties will obtain SPONSOR's prior written approval before placing other than Public Entity Party identification on the Lifeguard Vehicles. 3. The SPONSOR is granted the right to use the Public Entity Parties' Logo(s) and Mark(s) in connection solely with the advertising and promotion of the SPONSOR's "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" status. Impersonation of Public Entity Parties is absolutely prohibited. The SPONSOR understands that the rights granted herein with respect to the Logos and Marks are limited to use in connection with SPONSOR's Lifeguard Vehicles and do not extend to any other products, goods or services of SPONSOR. All such usage must first have written approval of the Public Entity Party or Parties owning such Logo or Mark, which approval shall not be unreasonably withheld. Any use of Logos or Marks developed during the Agreement shall be discontinued upon termination of Agreement. PAGE 4 4. The SPONSOR is granted the right to preclude any Public Entity Party's use of SPONSOR's Logo or Mark without prior approval, which approval shall not be unreasonably withheld. B. Special and Promotional Events: 1. To the extent that any of the Public Entity Parties conducts Special Events as to which sponsorship opportunities are made available, the SPONSOR is granted the right to advertise its "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" status in association with such Special Events. This right to be so designated with regard to Special Events not sponsored by the Public Entity Parties is contingent on the Special Event being open to the public and where SPONSOR advertisement does not conflict with Special Event sponsorship as reasonably determined by the Public Entity Party. 2. To the extent that the distribution /sale of Premiums is generally allowed at Special Events, the SPONSOR is granted the right to distribute and /or sell SPONSOR's Premiums in conjunction with Special Events. 3. To the extent the following activities are allowed at Orange Coast Beaches through the permitting process of the Public Entity Party(ies) and do not conflict with Special Event sponsorship as reasonably determined by Public Entity Party: a) The SPONSOR is granted the right to display vehicles, merchandise, banners, cold air - filled balloons and signage at Special and Promotional Events. b) The SPONSOR is also granted the right to erect tents at Special and Promotional Events. C) The placement, size and locations of above - mentioned items will be mutually agreed upon by the SPONSOR and the Public Entity Parties and shall meet the standards and requirements of preexisting rules, regulations and ordinances. d) Insofar as available and within the Public Entity Parties' control, the SPONSOR will be provided 12 tickets and 6 VIP parking spots to all Special Events that require tickets. PAGE 5 11 • 4. The SPONSOR is granted the right to conduct Promotional Events on the Orange Coast Beaches on or around weekends and holidays (Memorial Day, Fourth of July and Labor Day), subject to the permitting procedures of the respective Public Entity Party(ies). 5. The SPONSOR is granted the right to 2 product display spaces (30' X 30') located in high traffic areas on each of the Orange Coast Beaches, or other mutually agreed -upon locations, in conjunction with Promotional Events, subject to the permitting procedures of the respective Public Entity Party(ies). During the term of this Agreement, the Public Entity Parties will not conduct or participate in, nor allow to be conducted, promotional activities with any other motor vehicle manufacturers or distributors which may conflict with SPONSOR's interest, without the prior written approval of SPONSOR. Sponsor's Obligations A. The SPONSOR agrees to submit to the respective affected Public Entity Parties for their prior approval all Sponsor Identification, advertising, promotional T.V. and radio commercials or other display material to be used by SPONSOR in connection with the Coalition and the Public Entity Parties or in connection with SPONSOR's designation as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches ". Such material shall be submitted not less than ten (10) business days prior to its proposed release to the public. If the material is not disapproved in writing within five (5) days after receipt, it is deemed approved. B. The SPONSOR agrees that it will not cause or permit the Logo(s) and Mark(s) developed pursuant to this Agreement to be used or exploited in any manner contrary to public morals, which violates prevailing standards of good taste, or which reflects unfavorably upon the good names, goodwill, reputation and image, in whole or in part, of the Coalition or the Public Entity Parties. C. The SPONSOR agrees not to use any Premium in connection with the rights herein granted unless prior written approval of such Premium has been obtained from the Public Entity Parties, which approval shall not be unreasonably withheld. D. The manufacture of any Premium product using the Logo(s) or Mark(s) must be first approved by the respective affected Public Entity Parties, which approval shall not be unreasonably withheld. PAGE 6 0 0 E. If the SPONSOR desires to sell, or distribute for sale, any Premium bearing the Logo(s) and /or Mark(s) of any Public Entity Party or Parties, the pertinent parties shall negotiate a separate licensing agreement. F. No later than two weeks prior to the date of the Special or Promotional Event, the SPONSOR shall request through the Public Entity Parry permit process display of signage, banners, cold air - filled balloons and installation of tents, indicating when, where, number, size, nature of material, proximity to other structures, and length of time, for each and every Special and Promotional Event. 4. Consideration A. For the rights and benefits granted to SPONSOR herein, SPONSOR agrees to deliver to the Public Entity Parties forty -two (42) new Chevrolet vehicles within 60 days from the Commencement Date of the Agreement for distribution as specified in Exhibit 1, for use by the Public Entity Parties' Lifeguard Divisions and to replace said Lifeguard Vehicles every two years for the term of the Agreement. Delivery of Lifeguard Vehicles shall be taken by the Public Entity Parties at an authorized Chevrolet dealer within 10 miles of the respective Public Entity Parties to be designated by SPONSOR. The SPONSOR is not liable for any reasonable and unavoidable delay in making the Lifeguard Vehicles available to the Public Entity Parties. Lifeguard Vehicles are as follows: 32 Chevrolet S10 Extended Cab Pickups 8 Chevrolet Blazers 4 door / 4 wheel drive 2 Chevrolet Blazers 2 door / 4 wheel drive The Lifeguard Vehicles will remain the property of the SPONSOR. The Public Entity Parties shall have the option to purchase Lifeguard Vehicles possessed and in use prior to the time of replacement or when a Lifeguard Vehicle is removed from service, at the lowest manufacturer -to- dealer price for an equivalent vehicle with the same mileage and in- service time. B. The replacement Lifeguard Vehicles shall be delivered within 60 days after the commencement of the third Agreement Year, if the SPONSOR chooses to extend this Agreement according to the provisions set forth in Section 5 below. In exchange, Public Entity Parties shall deliver to SPONSOR at the designated Chevrolet dealer locations after removal of safety equipment all Lifeguard Vehicles then currently in use during the previous two years and not purchased by Public Entity Parties. PAGE 7 0 0 C. All of the Vehicles delivered to the Public Entity Parties shall be subject to SPONSOR's new vehicle limited warranty, a printed copy of which is furnished with each of the Lifeguard Vehicles. SPONSOR authorizes the Public Entity Parties to obtain, on SPONSOR's behalf as owner of the vehicles, such warranty service as is necessary and provided for under the new vehicle limited warranty. Ordinary operating expenses such as gas, oil, grease, tire repair and other incidentals are the responsibility of the particular Public Entity Party with possession of the affected Lifeguard Vehicles. All repairs determined to be the result of abuse or failure to properly maintain the Lifeguard Vehicles are the responsibility of the Public Entity Party with possession of the affected Lifeguard Vehicle. SPONSOR will have the option, but not the obligation, to provide a loan vehicle. D. All accidents resulting in any damage to the Lifeguard Vehicle(s) must be reported to SPONSOR within 48 hours of their occurrence. Thereafter, a written accident report must be completed and copies sent to both the insurer and SPONSOR. The Public Entity Parties agree to cooperate with SPONSOR and the insurers in the defense of any claims. If any of the Lifeguard Vehicles are lost, stolen or declared a constructive total loss, the Public Entity Party shall notify SPONSOR thereof, hold any wreckage for disposal by SPONSOR, and pay SPONSOR according to the formula set forth in Section 4.A. E. The SPONSOR shall provide training to the Public Entity Parties for the on- going maintenance of the Lifeguard Vehicles. F. For all Lifeguard Vehicles purchased by the Public Entity Parties, the SPONSOR will offer to the Public Entity Parties the right to purchase "Extended Service Contracts" routinely available for such vehicles. G. At the end of the term of this Agreement, the Public Entity Parties will return the Lifeguard Vehicles in the same condition as delivered, reasonable wear and tear excepted, to the designated Chevrolet dealer locations. Term and Extension of Rights This Agreement shall be deemed to begin on the Commencement Date and shall continue for two (2) Agreement Years with one (1) optional extension of two (2) additional Agreement Years subject to the provisions concerning termination set forth in Section 9, below. SPONSOR shall provide to the Public Entity Parties through LOS ANGELES COUNTY, at least One Hundred Eighty (180) days prior to the expiration of this Agreement, written notice as to whether SPONSOR will or will not exercise its one (1) optional extension. PAGE 8 • 0 If the Public Entity Parties or any of them continue to desire Lifeguard Vehicle sponsorship subsequent to termination of this Agreement, they shall give SPONSOR the opportunity to negotiate a new agreement. The Public Entity Parties through LOS ANGELES COUNTY shall provide to SPONSOR, at least One Hundred Eighty (180) days prior to the expiration of this Agreement, a written status report as to the intentions and needs of the Public Entity Parties vis -a -vis Lifeguard Vehicle sponsorship. SPONSOR shall advise the Public Entity Parties through LOS ANGELES COUNTY, at least One Hundred Twenty (120) days prior to the expiration of this Agreement, written notice as to whether or not SPONSOR desires to negotiate a new sponsorship agreement. 6. Riahts and Obligations of LOS ANGELES COUNTY The parties hereto recognize that LOS ANGELES COUNTY has and continues to solicit and negotiate proposals and agreements on behalf of the Coalition pursuant to the Orange Coast Marketing Coalition Agreement. As a result thereof, the parties hereto recognize that LOS ANGELES COUNTY has the following rights and obligations. A. Distribution of Donated Product and Commission: 1. LOS ANGELES COUNTY will assist Public Entity Parties in identifying the number and model of the donated Lifeguard Vehicles for each Public Entity Party, as well as authorized Chevrolet dealers within 10 miles of each respective Public Entity Party for delivery of Lifeguard Vehicles and will, thereafter, assist in resolving distribution and promotion problems. 2. The Public Entity Parties shall pay a commission to LOS ANGELES COUNTY upon receipt of Lifeguard Vehicles and on the anniversary of the Commencement Date each year the Agreement is in force. The commission shall be equal to 10% of the annual lease value of the Lifeguard Vehicles delivered to the respective Public Entity Parties as specified in Exhibit 1. 7. Indemnification A. SPONSOR agrees to indemnify and hold harmless the Coalition, the Coalition's individual Public Entity Parties and LOS ANGELES COUNTY, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of, related to or resulting from SPONSOR's PAGE 9 0 0 marketing and promotion of its designation and /or status as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches ", including but not limited to SPONSOR's activities in connection with Special and Promotional Events, Premium distributions, use of Logo(s) and Mark(s), and all advertisement, promotional and display material, as well as SPONSOR's rights granted in Sections 2 and 3, above. SPONSOR's indemnification shall extend to any claim of false or deceptive advertising and to the failure of SPONSOR, or those acting under it, to comply with the terms and conditions of this Agreement. All new vehicle warranties shall remain in effect and SPONSOR shall indemnify Public Entity Parties for all damages arising from defect in the Lifeguard Vehicles as manufactured. SPONSOR shall hold harmless the Coalition, the Coalition's individual Public Entity Parties and LOS ANGELES COUNTY, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns against all liability for illegal competition or trade practices, common -law and /or statutory, which are based on the rights granted by the Public Entity Parties to SPONSOR pursuant to the terms of this Agreement. B. The Public Entity Parties agree to indemnify and hold harmless the SPONSOR, its divisions and subsidiaries and their respective officers, directors, agents and employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of the specific Public Entity Party's own use or possession of the Lifeguard Vehicles; the services performed or actions taken by the specific Public Entity Party, or those acting under it, in connection with this Agreement, including the Public Entity Party's use of the Lifeguard Vehicles in connection with operation and management of any event or activity; the failure of a Public Entity Party, or those acting under it, to comply with the terms and conditions of this Agreement. C. The Public Entity Parties agree to indemnify and hold harmless LOS ANGELES COUNTY, as well as its Supervisors, Board of Supervisors, Department of Beaches and Harbors, officials, agents, employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of the specific Public Entity Party's own use or possession of the Lifeguard Vehicles; the services performed or actions taken by PAGE 10 0 • the specific Public Entity Party, or those acting under it, in connection with this Agreement, including the Public Entity Party's use of the Lifeguard Vehicles in connection with operation and management of any event or activity; the failure of a Public Entity Party, or those acting under it, to comply with the terms and conditions of this Agreement. Except for the provisions of Section 7.A_ to the contrary, each Public Entity Party assumes all liability and risk for loss of or damage to the Lifeguard Vehicles in its custody, possession or control, for the death of or injury to any person or property of another, and for other risks and liabilities arising from the use, operation, maintenance, possession or storage of the Lifeguard Vehicles. The parties agree that for purposes of determining liability, each Public Entity Party shall be treated separately. 8. Insurance The Public Entity Parties are self- insured and each will provide SPONSOR with a letter agreeing to provide full insurance coverage for all Lifeguard Vehicles described on Exhibit 1 or their replacements during the term of this Agreement in the amount listed below. 1. Comprehensive Automobile Liability (covering all owned, non -owned and hired vehicles) $5,000,000 per occurrence combined single limit for personal injury and property damage including all statutory coverage for all states of operation. 2. Automobile Collision and Comprehensive for Manufacturer's Suggested Retail Price less 10 %. 9. Default and /or Termination A. The parties agree that, without prejudice to any other rights available to them at law or pursuant to this Agreement, a party shall be deemed to be in default ( "breaching party") and another party ( "non- breaching party") shall have the right to terminate this Agreement: 1. If breaching party shall fail to perform its obligations under this Agreement after thirty (30) days written notice, except if such failure to perform is due to fire, earthquake, or other events reasonably beyond the control of the breaching party, in which case the non - breaching party shall extend the time in which the breaching party may meet its obligations, the length of time for such extensions to be determined by the non - breaching party; or PAGE 11 r 0 2. If a party shall become bankrupt or insolvent, or enter into liquidation, or have a receiver appointed and be prevented from fulfilling its obligations as a result thereof. B. The parties agree that for purposes of determining breach, termination and /or default, for its individual acts and omissions each Public Entity Party shall be treated as a separate and individual party. Therefore, a Public Entity Party can be terminated from this Agreement for its individual and such termination will not cause this Agreement to terminate. In addition, such termination will not change the rights and obligations of any other Public Entity Party. C. The Public Entity Party shall have the option to purchase the Lifeguard Vehicles or return them to SPONSOR within ninety (90) days of the effective date of this Agreement's termination or expiration. , D. In the event of termination or expiration of this Agreement, all parties shall cease all use of the Logo(s) and Mark(s) of the other parties as soon as practicable, but in any event within thirty (30) days, unless the Logo(s) or Mark(s) have been placed in media requiring a longer lead time, and, in such instance, no longer than ninety (90) days. 10. Waiver Failure by any party at any time to require performance by another party of any provision hereof shall in no way affect the right to require full performance any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of same or any other provision, nor constitute a waiver of the provision itself. 11. Notices Any notice required or permitted to be given by any party under or in connection with this Agreement shall be in writing and shall be deemed duly given when personally delivered or sent by registered or certified mail return receipt requested, postage prepaid, expedited courier service, or by cable or facsimile, confirmed by letter. SPONSOR shall designate an agent and maintain an address within California as the address to which such notice shall be given. The addresses for notice are: Coalition: Department of Beaches and Harbors 13837 Fiji Way Marina del Rey, CA 90292 Attn: Dorothy Crane Head of Marketing PAGE 12 0 0 Sponsor: Chevrolet Motor Division General Motors Corporation 515 Marin St., Suite 101 Thousand Oaks, CA 91360 Attn: R.S. Hall Regional Truck Manager 12. Assignment No party shall transfer or assign its rights, nor delegate its obligations under this Agreement to a third party, without the prior written approval of the other parties. 13. Compliance with Law Each party will perform its obligations under this Agreement in compliance with all applicable laws, orders or regulations of all appropriate jurisdictions. 14. Severability of Provisions This Agreement is to be governed by and construed according to the laws of the State of California. Should any individual provision of this Agreement be declared void, the validity of the remainder of this Agreement will not be affected and will remain in full force and effect. 15. No Joint Venture Nothing herein contained shall be deemed to constitute this a joint venture, partnership or agency relationship between the parties and none of them shall be responsible for any obligations of the other, except as herein specifically provided. 16. Disputes Any and all disputes arising out of or in connection with the negotiation, execution, interpretation, performance or nonperformance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be settled by mutual agreement of the parties, and in the absence of such agreement, through submission to binding arbitration. The location for the arbitration shall be at a mutually agreeable location. 17. Execution in Counterparts This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 18. Entire Agreement This Agreement constitutes the entire Agreement between the parties relating to the subject matter covered herein and cancels and supersedes all previous PAGE 13 agreements between the parties relating to the subject matter covered herein. Any modification of this Agreement must be in writing and signed by the parties. PAGE 14 AGREEMENT No. 002, entered into this 1p` day of u N E 1998. IN WITNESS WHEREOF, SPONSOR hereto has executed this Orange Coast Marketing Coalition Lifeguard Vehicle Sponsorship Agreement on the date set forth above. CHEVROLET MOTOR DIVISION, GENERAL MOTORS CORPORATION By: STATE OF CALIFORNIA} COUNTY OF VENTURA) On J u m E 1 0 1998, before me the undersigned notary public, personally appeared S E V E H +%t_L the person* whose name is subscribed to this instrument, and acknowledged that he executed it. aRMA O. MRJ1811L CamiWon I1m6670 NotaYW fta cow* y Ccmm. Fmins Oct 22.1991 PAGE 15 ORANGE COAST MARKETING COALITION MEMBER AGREEMENT NO. 002, entered into this day of IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing Coalition Lifeguard SpAnso greement on the date set forth above. In J� Thomas Cole Edwards Print the Name of Authorized Person Mayor Title of Authorized Person City of Newport Beach Name of Agency 3300 Newport Blvd. Address Newport Beach, CA 92663 City Zip Code 6� Signature of Legal Counsel 7 j Printed Name of Legal Counsel PAGE 16 ATTEST: "' P-: LaVonne Harkless City Clerk i w L V) LLI /J V W LL O O H M= NW YID N C U) W -1 U_ S W U Q O � D_ U. OOLL U � Z Z w p W W Y W Q C) Q F a a L) U) W z O z a o ? L W o Y Q m s L W 0) cc O s v W d m C6 d d =c cc E U `o s C 0 Cu d Q) z m c� 7 � ca m R m J w om w C C L m wto WE V w O w= U 0 O m W CL z W W W Q LL } 0 W r. 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OW Z LL O� } IL L U W r- rM7 0 I C O v r p, N N •U ea [D 0 > d R � �U d C d :7 d N C ` R d J R Om m > E= U 7 Z IP C O p.0 v 1 CO y Q > CD dU m ml Z d C N Rp J � Oy A .c s E 7 Z H Z W a0: LLI Ul Q n L-A E22: m U 7 OO co 0 -0>N R m " O a)Lr) �L N 10 N'O 3pYi m 00 aE 333°' c Om �c -m y E:Sol C O E O C3 jR a < 0 U dame t m 0)R d) r a�O r� W.- cc v U U 2 T d c O) a� t m m 3 —v CD O] L v�Y Q O�cc �O�n 'o m a-m m 0 U CN n NCO C N"3E OC m S3 lq- N T a) O co co y R a) R co O m N O U_ O L R C CD C T U� N O s R y R CD R U) O m N m U 7L O > L 7 R cCD >1 O y U T 0 Z N n u O m N O cn U_ 7 L T O > L C R T U '2 ch m Z, Y 0 Cl O N L m= �w 0 >_o �(�2 r�0a) m r ,= N CD Cl) )m-o y �dmm >O ad 3� 3 0 Om m R @Qm m ¢D NIo C E @ O E p R m 7 m U Cl) >.Q m T d -0 m Un�m`o M.- =,a jv0Co O m N O cn U_ 7 L T O > L C R T U '2 ch O m N N U 7 L N �ca cR = T 072 CO � a m C d01 Cl O N L m= �w 0 Hw C1 r�0a) m m > Q 0 o >n >O cc n -0 y3 YfL�L O R U m 7 co av �� L m E co o�3Em U) i m t/1 CO a) (D O m N N U 7 L N �ca cR = T 072 CO l 1 ■I ®I 1 Cl O N = O N �w 0 Hw C1 r�0a) v0L l 1 ■I ®I 1 •) TO: Mayor and Members of the City Council FROM: Timothy Riley, Fire and Marine Chief SUBJECT: Proposed Lifeguard Vehicle Sponsorship RECOMMENDATION: 9 May 11, 1998 Item No. 47 Y THE MAY I I ' Accept the recommendation of the City Council Harbor, Beaches, and Parks Committee to enter into an Orange Coast Marketing Coalition agreement for sponsorship of lifeguard vehicles. BACKGROUND: In June of 1997, the City of Newport Beach joined the Orange Coast Marketing Coalition; a group implementation of a beach marketing program among the member cities to maximize marketing revenues and reduce costs. The County of Los Angeles marketing group, which has experience and expertise in the area of beach marketing, acts as a marketing representative for members of the coalition and brings legitimate offers to the coalition for their consideration. Each agency has an opportunity to accept or opt out of each offer presented without cost to the participating group. The County of Los Angeles has solicited the proposed Lifeguard Vehicle Sponsorship Agreement from the Chevrolet Motor Division of the General Motors Corporation. To summarize the agreement: • Term of the agreement shall be for one two -year period with an option to extend for one additional two -year period. • Chevrolet will provide the City with eight 5 -10 pick -ups and three 5 -10 Blazers during the term of the agreement. • Chevrolet will provide normal warranty services. City shall be responsible for normal vehicular maintenance. • Chevrolet shall be granted the exclusive rights to advertise, sponsor events, and promote itself as the Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches. • Chevrolet agrees to submit to the City for prior approval, all Sponsor identification, advertising, promotional T.V. or radio commercials, and other display materials to be used in conjunction with this agreement. • City shall pay 10% of the fair market lease value for each vehicle, established at $30 per month per S -10 truck and $40 per month for Blazer. This equates to a $22,000 per year savings in vehicle replacement costs. 0 0 The County of Los Angeles will receive a commission equivalent to 10% of the fair market value. This value has been established as $30 per month for trucks and $40 per month for Blazers. The Harbor, Beaches, and Parks Committee, at their February 18, 1998, meeting, voted 3 -0 to recommend the proposal to the City Council pending the receipt of a final contract. Attached is a copy of the pending agreement which incorporates the comments and concerns identified by the City Attorney's Office. 1 •> • COPY AGREEMENT NO. 002 ORANGE COAST MARKETING COALITION LIFEGUARD VEHICLE SPONSORSHIP AGREEMENT BY AND BETWEEN CHEVROLET MOTOR DIVISION, GENERAL MOTORS CORPORATION, a Delaware Corporation, hereinafter referred to as "SPONSOR" AND CITIES of Seal Beach, Newport Beach, Laguna Beach, and San Clemente, all municipal corporations or general law cities, hereinafter collectively referred to as "CITIES "; AND ORANGE COUNTY, specifically the Public Facility Resource Department, a political subdivision of the State of California, hereinafter referred to as "ORANGE COUNTY "; AND STATE OF CALIFORNIA, specifically through the Department of Parks and Recreation, Orange Coast District, hereinafter referred to as "STATE'; AND LOS ANGELES COUNTY, a body corporate and politic, hereinafter referred to as "LOS ANGELES COUNTY". RECITALS WHEREAS, CITIES, ORANGE COUNTY and STATE are responsible for the management of coastline within Orange County and the northerly portion of San Diego County; WHEREAS, CITIES, ORANGE COUNTY and STATE desire to obtain income or goods by selling rights on an exclusive basis within distinct categories of goods and services; PAGE 1 WHEREAS, CITIES, ORANGE COUNTY and STATE are members of the ORANGE COAST MARKETING COALITION ( "Coalition "), a coalition of public entities formed to jointly negotiate marketing agreements utilizing the expertise of LOS ANGELES COUNTY acting on behalf of the Coalition; WHEREAS, SPONSOR desires to obtain the exclusive rights to provide and display sponsorship identification on lifeguard vehicles being used in Orange County and the northerly portion of San Diego County beaches; WHEREAS, SPONSOR also desires the right to purchase the exclusive rights to advertise, sponsor events and promote itself as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches'; WHEREAS, STATE is authorized by the provisions of;the Public Resources Code Sections 5009.1, 5009.2 and 5009.3 to enter into donor and sponsorship agreements and license the use of its logo(s) on Orange Coast Beaches that are owned or operated by the State of California; WHEREAS, ORANGE COUNTY is authorized by the provisions of the Codified Ordinance of the County of Orange Division 5, Section 2 -5 -127 to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the County of Orange; WHEREAS, CITY of SEAL BEACH is authorized by the provisions of S 28 -2002 of the Seal Beach City Municipal Code to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of Seal Beach; WHEREAS, CITY of NEWPORT BEACH is authorized by the provisions of Article 2, Section 200 of the Newport Beach City Municipal Code to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of Newport Beach; WHEREAS, CITY of LAGUNA BEACH is authorized by the provisions of Article XI, Section 7 of the California Constitution and Government Code Sections 37350 and 37351 to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of Laguna Beach; WHEREAS, CITY of SAN CLEMENTE is authorized by the provisions of Article XI,, Section 7 of the California Constitution and Government Code Sections 37350 and 37351 to sell the right(s) to advertise on Orange Coast Beaches that are owned or operated by the City of San Clemente; and PAGE 2 •) • WHEREAS, LOS ANGELES COUNTY is authorized by the Orange Coast Marketing Coalition Agreement to solicit, negotiate and prepare sponsorship proposals and agreements on behalf of the Coalition for presentation to Coalition members and to receive a commission for such services. IT IS THEREFORE agreed by and between the parties as follows: Definitions As used herein, the terms set forth below shall be defined as follows: A. "Agreement Year" shall mean the 365 -day period beginning on the Commencement Date or any subsequent 365 -day period commencing on the expiration of a prior Agreement Year. B. "Commencement Date" shall mean the-date the Agreement is approved and fully executed by all of the parties hereto. C. "Lifeguard Vehicle(s)" shall mean the Chevrolet vehicles as to which the rights of possession and use are being granted hereunder to the Orange Coast Marketing Coalition and the individual Public Entity parties thereof. D. "Logo(s)" shall mean any Logo in existence belonging to any party hereto or to be developed by parties to this Agreement as mutually agreed upon. E. "Mark(s)" shall mean any word, name, trademark, service mark, copyright and other intellectual property owned by any of the parties hereto that has merchandising capability or goodwill associated with or symbolized by the Mark(s). F. "Orange Coast Beaches" shall mean those beaches within Orange County and the northerly portion of San Diego County over which the Public Entity Part ies have cumulative operational authority. G. . "Premium(s)" shall mean any promotional article used for the purpose of increasing the sales of particular products, including those of SPONSOR. H. "Promotional Events" shall mean events conducted on the beach by the SPONSOR. I. "Public Entity Party(ies)" shall mean that individual member or those members of the Orange Coast Marketing Coalition participating in this Lifeguard Vehicle Sponsorship Agreement. PAGE 3 0 g J. "Special Events" shall mean events that are sponsored or permitted by any of the Public Entity Parties on the Orange Coast Beaches and surrounding area typically patrolled by Lifeguard Vehicles. K. "Sponsor Identification" shall mean that display on the 12" X 15" space on the Lifeguard Vehicles mutually agreed to between the SPONSOR and the Public Entity Parties. 2. Grant of Rights Subject to the conditions set forth hereinbelow and upon execution of the Agreement by all the parties, the Public Entity Parties shall grant to SPONSOR the exclusive right within the category of "Motor Vehicles" to place Sponsor Identification on that property defined herein as the Lifeguard Vehicles, and the following rights: A. Donated Lifeguard Vehicles: 1. The SPONSOR is granted the exclusive right to be known as th 'Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches) and to be the SPONSOR of the Orange Coast Beaches within the "Motor V category. 2. The SPONSOR is granted the right to place "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" decals /stickers on the Lifeguard Vehicles provided by SPONSOR and the Public Enf Parties will obtain SPONSOR's prior written approval before placin other han Public Entity Partv identification on the Lifeguard Vehicles. The SPONSOR is granted the right to use the Public Entity Parties' Logo(s) and Mark(s) in connection solely with the advertising and promotion of the SPONSOR's "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" status. Impersonation of Public Entity Parties is absolutely prohibited. The SPONSOR understands that the rights granted herein with respect to the Logos and Marks are limited to use in connection with SPONSOR's Lifeguard Vehicles and do not extend to any other products, goods or services of SPONSOR. All such usage must first have written approval of the Public Entity Party or Parties owning such Logo or Mark, which approval shall not be unreasonably withheld. Any use of Logos or Marks developed during the Agreement shall be discontinued upon termination of Agreement. PAGE 4 •� � 4 4. The SPONSOR is granted the right to preclude any Public Entity Party's use of SPONSOR's Logo or Mark without prior approval, which approval shall not be unreasonably withheld. B. Special and Promotional Events: To the extent that any of the Public Entity Parties conducts Special Events as to which sponsorship opportunities are made available, the SPONSOR is granted the right to advertise its "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches" status in association with such Special Events. This right to be so designated with regard to Special Events not sponsored by the Public Entity Parties is contingent on the Special Event being open to the public and where SPONSOR advertisement does not conflict with Special Event sponsorship as reasonably determined by the Public Entity Party. 2. To the extent that the distribution /sale of Premiums is generally allowed at Special Events, the SPONSOR is granted the right to distribute and /or sell SPONSOR's Premiums in conjunction with Special Events. To the extent the following activities are allowed at Orange Coast Beaches through the permitting process of the Public Entity Party(ies) and do not conflict with Special Event sponsorship as reasonably determined by Public Entity Party: a) The SPONSOR is granted the right to display vehicles, merchandise, banners, cold air - filled balloons and signage at Special and Promotional Events. b) The SPONSOR is also granted the right to erect tents at Special and Promotional Events. c) The placement, size and locations of above - mentioned items will be mutually agreed upon by the SPONSOR and the Public Entity Parties and shall meet the standards and requirements of preexisting rules, regulations and ordinances. d) Insofar as available and within the Public Entity Parties' control, the SPONSOR will be provided 12 tickets and 6 VIP parking spots to all Special Events that require tickets. PAGE 5 4. The SPONSOR is granted the right to conduct Promotional Events on the Orange Coast Beaches on or around weekends and holidays (Memorial Day, Fourth of July and Labor Day), subject to the permitting procedures of the respective Public Entity Party(ies). 5. The SPONSOR is granted the right to 2 product display spaces (30'X 30') located in high traffic areas on each of the Orange Coast Beaches, or other mutually agreed -upon locations, in conjunction with Promotional Events, subject to the permitting procedures of the respective Public Entity Party(ies). During the term of this Agreement, the Public Entity Parties will not conduct or participate in, nor allow to be conducted, promotional activities with any other motor vehicle manufacturers or distributors which may conflict with SPONSOR's interest, without the prior written approval of SPONSOR. 3. Sponsor's Obligations A. The SPONSOR agrees to submit to the respective affected Public Entity Parties for their prior approval all Sponsor Identification, advertising, promotional T.V. and radio commercials or other display material to be used by SPONSOR in connection with the Coalition and the Public Entity Parties or in connection with SPONSOR's designation as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches ". Such material shall be submitted not less than ten (10) business days prior to its proposed release to the public. If the material is not disapproved in writing within five (5) days after receipt, it is deemed approved. B. The SPONSOR agrees that it will not cause or permit the Logo(s) and Mark(s) developed pursuant to this Agreement to be used or exploited in any manner contrary to public morals, which violates prevailing standards of good taste, or which reflects unfavorably upon the good names, goodwill, reputation and image, in whole or in part, of the Coalition or the Public Entity Parties. C. The SPONSOR agrees not to use any Premium in connection with the rights herein granted unless prior written approval of such Premium has been obtained from the Public Entity Parties, which approval shall not be unreasonably withheld. D. The manufacture of any Premium product using the Logo(s) or Mark(s) must be first approved by the respective affected Public Entity Parties, which approval shall not be unreasonably withheld. PAGE 6 E. If the SPONSOR desires to sell, or distribute for sale, any Premium bearing the Logo(s) and /or Mark(s) of any Public Entity Party or Parties, the pertinent parties shall negotiate a separate licensing agreement. F. No later than two weeks prior to the date of the Special or Promotional Event, the SPONSOR shall request through the Public Entity Party permit process display of signage, banners, cold air - filled balloons and installation of tents, indicating when, where, number, size, nature of material, proximity to other structures, and length of time, for each and every Special and Promotional Event. 4. Consideration A. For the rights and benefits granted to SPONSOR herein, SPONSOR agrees to deliver to the Public Entity Parties forty-two (42) new Chevrolet vehicles within 60 days from the Commencement Date of the Agreement for distribution as specified in Exhibit 1, for use by the Public Entity Parties' Lifeguard Divisions and to replace said Lifeguard Vehicles every two years for the term of the Agreement. Delivery of Lifeguard Vehicles shall be taken by the Public Entity Parties at an authorized Chevrolet dealer within 10 miles of the respective Public Entity Parties to be designated by SPONSOR. The SPONSOR is not liable for any reasonable and unavoidable delay in making the Lifeguard Vehicles available to the Public Entity Parties. Lifeguard Vehicles are as follows: 32 Chevrolet S10 Extended Cab Pickups 8 Chevrolet Blazers 4 door/ 4 wheel drive 2 Chevrolet Blazers 2 door/ 4 wheel drive The Lifeguard Vehicles will remain the property of the SPONSOR. The Public Entity Parties shall have the option to purchase Lifeguard Vehicles possessed and in use prior to the time of replacement or when a Lifeguard Vehicle is removed from service, at the lowest manufacturer -to- dealer price for an equivalent vehicle with the same mileage and in- service time. B. The replacement Lifeguard Vehicles shall be delivered within 60 days after the commencement of the third Agreement Year, if the SPONSOR chooses to extend this Agreement according to the provisions set forth in Section 5 below. In exchange, Public Entity Parties shall deliver to SPONSOR at the designated Chevrolet dealer locations after removal of safety equipment all Lifeguard Vehicles then currently in use during the previous two years and not purchased by Public Entity Parties. PAGE 7 4 C. All of the Vehicles delivered to the Public Entity Parties shall be subject to SPONSOR's new vehicle limited warranty, a printed copy of which is furnished with each of the Lifeguard Vehicles. SPONSOR authorizes the Public Entity Parties to obtain, on SPONSOR's behalf as owner of the vehicles, such warranty service as is necessary and provided for under the new vehicle limited warranty. Ordinary operating expenses such as gas, oil, grease, tire repair and other incidentals are the responsibility of the particular Public Entity Party with possession of the affected Lifeguard Vehicles. All repairs determined to be the result of abuse or failure to properly maintain the Lifeguard Vehicles are the responsibility of the Public Entity Party with possession of the affected Lifeguard Vehicle. SPONSOR will have the option, but not the obligation, to provide a loan vehicle. D. All accidents resulting in any damage to the Lifeguard Vehicle(s) must be reported to SPONSOR within 48 hours of their occurrence. Thereafter, a written accident report must be completed and copies sent to both the insurer and SPONSOR. The Public Entity Parties agree to cooperate with SPONSOR and the insurers in the defense of any claims. If any of the Lifeguard Vehicles are lost, stolen or declared a constructive total loss, the Public Entity Party shall notify SPONSOR thereof, hold any wreckage for disposal by SPONSOR, and pay SPONSOR according to the formula set forth in Section 4.A. E. The SPONSOR shall provide training to the Public Entity Parties for the on- going maintenance of the Lifeguard Vehicles. F. For all Lifeguard Vehicles purchased by the Public Entity Parties, the SPONSOR will offer to the Public Entity Parties the right to purchase "Extended Service Contracts" routinely available for such vehicles. G. At the end of the term of this Agreement, the Public Entity Parties will return the Lifeguard Vehicles in the same condition as delivered, reasonable wear and tear excepted, to the designated Chevrolet dealer locations. 5. Term and Extension of Rights This Agreement shall be deemed to begin on the Commencement Date and shall continue for two (2) Agreement Years with one (1) optional extension of two (2) additional Agreement Years subject to the provisions concerning termination set forth in Section 9, below. SPONSOR shall provide to the Public Entity Parties through LOS ANGELES COUNTY, at least One Hundred Eighty (180) days prior to the expiration of this Agreement, written notice as to whether SPONSOR will or will not exercise its one (1) optional extension. PAGE 8 4 If the Public Entity Parties or any of them continue to desire Lifeguard Vehicle sponsorship subsequent to termination of this Agreement, they shall give SPONSOR the opportunity to negotiate a new agreement. The Public Entity Parties through LOS ANGELES COUNTY shall provide to SPONSOR, at least One Hundred Eighty (180) days prior to the expiration of this Agreement, a written status report as to the intentions and needs of the Public Entity Parties vis -a -vis Lifeguard Vehicle sponsorship. SPONSOR shall advise the Public Entity Parties through LOS ANGELES COUNTY, at least One Hundred Twenty (120) days prior to the expiration of this Agreement, written notice as to whether or not SPONSOR desires to negotiate a new sponsorship agreement. 6. Rights and Obligations of LOS ANGELES COUNTY The parties hereto recognize that LOS ANGELES COUNTY has and continues to solicit and negotiate proposals and agreements on behalf of the Coalition pursuant to the Orange Coast Marketing Coalition Agreement. As a result thereof, the parties hereto recognize that LOS ANGELES COUNTY has the following rights and obligations. A. Distribution of Donated Product and Commission: 1. LOS ANGELES COUNTY will assist Public Entity Parties in identifying the number and model of the donated Lifeguard Vehicles for each Public Entity Party, as well as authorized Chevrolet dealers within 10 miles of each respective Public Entity Party for delivery of Lifeguard Vehicles and will, thereafter, assist in resolving distribution and promotion problems. 2. The Public Entity Parties shall pay a commission to LOS ANGELES COUNTY upon receipt of Lifeguard Vehicles and on the anniversary of the Commencement Date each year the Agreement is in force. The commission shall be equal to 10% of the annual lease value of the Lifeguard Vehicles delivered to the respective Public Entity Parties as specified in Exhibit 1. 7. Indemnification A. SPONSOR agrees to indemnify and hold harmless the Coalition, the Coalition's individual Public Entity Parties and LOS ANGELES COUNTY, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of, related to or resulting from SPONSOR's PAGE 9 • 4 marketing and promotion of its designation and /or status as the "Official Marine Safety Vehicle Sponsor of the Orange Coast Beaches ", including but not limited to SPONSOR's activities in connection with Special and Promotional Events, Premium distributions, use of Logo(s) and Mark(s), and all advertisement, promotional and display material, as well as SPONSOR's rights granted in Sections 2 and 3, above. SPONSOR's indemnification shall extend to any claim of false or deceptive advertising and to the failure of SPONSOR, or those acting under it, to comply with the terms and conditions of this Agreement. All new vehicle warranties shall remain in effect and SPONSOR shall indemnify Public Entity Parties for all damages arising from defect in the Lifeguard Vehicles as manufactured. SPONSOR shall hold harmless the Coalition, the Coalition's individual Public Entity Parties and LOS ANGELES COUNTY, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns against all liability for illegal competition or trade practices, common -law and /or statutory, which are based on the rights granted by the Public Entity Parties to SPONSOR pursuant to the terms of this Agreement. B. The Public Entity Parties agree to indemnify and hold harmless the SPONSOR, its divisions and subsidiaries and their respective officers, directors, agents and employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of the specific Public Entity Party's own use or possession of the Lifeguard Vehicles; the services performed or actions taken by the specific Public Entity Party, or those acting under it, in connection with this Agreement, including the Public Entity Parry's use of the Lifeguard Vehicles in connection with operation and management of any event or activity; the failure of a Public Entity Party, or those acting under it, to comply with the terms and conditions of this Agreement. C. The Public Entity Parties agree to indemnify and hold harmless LOS ANGELES COUNTY, as well as its Supervisors, Board of Supervisors, Department of Beaches and Harbors, officials, agents, employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising out of the specific Public Entity Party's own use or possession of the Lifeguard Vehicles; the services performed or actions taken by PAGE 10 r • 1 • the specific Public Entity Party, or those acting under it, in connection with this Agreement, including the Public Entity Parry's use of the Lifeguard Vehicles in connection with operation and management of any event or activity; the failure of a Public Entity Party, or those acting under it, to comply with the terms and conditions of this Agreement. Except for the provisions of Section 7.A. to the contrary, each Public Entity Party assumes all liability and risk for loss of'or damage to the Lifeguard Vehicles in its custody, possession or control, for the death of or injury to any person or property of another, and for other risks and liabilities arising from the use, operation, maintenance, possession or storage of the Lifeguard Vehicles. The parties agree that for purposes of determining liability, each Public Entity Party shall be treated separately. 8. Insurance The Public Entity Parties are self- insured and each will provide SPONSOR with a letter agreeing to provide full insurance coverage for all Lifeguard Vehicles described on Exhibit 1 or their replacements during the term of this Agreement in the amount listed below. 1. Comprehensive Automobile Liability (covering all owned, non -owned and hired vehicles) $5,000,000 per occurrence combined single limit for personal injury and property damage including all statutory coverage for all states of operation. 2. Automobile Collision and Comprehensive for Manufacturer's Suggested Retail Price less 10 %. 9. Default and /or Termination A. The parties agree that, without prejudice to any other rights available to them at law or pursuant to this Agreement, a party shall be deemed to be in default ("breaching party ") and another party ( "non- breaching party ") shall have the right to terminate this Agreement: 1. If breaching party shall fail to perform its obligations under this Agreement after thirty (30) days written notice, except if such failure to perform is due to fire, earthquake, or other events reasonably beyond the control of the breaching party, in which case the non - breaching parry shall extend the time in which the breaching party may meet its obligations, the length of time for such extensions to be determined by the non - breaching party; or PAGE 11 0 • 2. If a party shall become bankrupt or insolvent, or enter into liquidation, or have a receiver appointed and be prevented from fulfilling its obligations as a result thereof. B. The parties agree that for purposes of determining breach, termination and /or default, for its individual acts and omissions each Public Entity Party shall be treated as a separate and individual party. Therefore, a Public Entity Party can be terminated from this Agreement for its individual and such termination will not cause this Agreement to terminate. In addition, such termination will not change the rights and obligations of any other Public Entity Parry. C. The Public Entity Party shall have the option to purchase the Lifeguard Vehicles or return them to SPONSOR within ninety (90) days of the effective date of this Agreement's termination or expiration. , D. In the event of termination or expiration of this Agreement, all parties shall cease all use of the Logo(s) and Mark(s) of the other parties as soon as practicable, but in any event within thirty (30) days, unless the Logo(s) or Mark(s) have been placed in media requiring a longer lead time, and, in such instance, no longer than ninety (90) days. 10. Waiver Failure by any party at any time to require performance by another party of any provision hereof shall in no way affect the right to require full performance any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of same or any other provision, nor constitute a waiver of the provision itself. 11. Notices Any notice required or permitted to be given by any party under or in connection with this Agreement shall be in writing and shall be deemed duly given when personally delivered or sent by registered or certified mail return receipt requested, postage prepaid, expedited courier service, or by cable or facsimile, confirmed by letter. SPONSOR shall designate an agent and maintain an address within California as the address to which such notice shall be given. The addresses for notice are: Coalition: Department of Beaches and Harbors 13837 Fiji Way Marina del Rey, CA 90292 Attn: Dorothy Crane Head of Marketing PAGE 12 Sponsor: Chevrolet Motor Division General Motors Corporation 515 Marin St., Suite 101 Thousand Oaks, CA 91360 Attn: R.S. Hall Regional Truck Manager 12. Assignment No party shall transfer or assign its rights, nor delegate its obligations under this Agreement to a third party, without the prior written approval of the other parties. 13. Compliance with Law Each party will perform its obligations under this Agreement in compliance with all applicable laws, orders or regulations of all appropriate jurisdictions. 14. Severability of Provisions This Agreement is to be governed by and construed according to the laws of the State of California. Should any individual provision of this Agreement be declared void, the validity of the remainder of this Agreement will not be affected and will remain in full force and effect. 15. No Joint Venture Nothing herein contained shall be deemed to constitute this a joint venture, partnership or agency relationship between the parties and none of them shall be responsible for any obligations of the other, except as herein specifically provided. 16. Disputes Any and all disputes arising out of or in connection with the negotiation, execution, interpretation, performance or nonperformance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be settled by mutual agreement of the parties, and in the absence of such agreement, through submission to binding arbitration. The location for the arbitration shall be at a mutually agreeable location. 17. Execution in Counterparts This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 18. Entire Agreement This Agreement constitutes the entire Agreement between the parties relating to the subject matter covered herein and cancels and supersedes all previous PAGE 13 0 0 agreements between the parties relating to the subject matter covered herein. ' Any modification of this Agreement must be in writing and signed by the parties. PAGE 14 E 4 AGREEMENT No. 002, entered into this day of 199_ IN WITNESS WHEREOF, SPONSOR hereto has executed this Orange Coast Marketing Coalition Lifeguard Vehicle Sponsorship Agreement on the date set forth above. CHEVROLET MOTOR DIVISION, GENERAL MOTORS CORPORATION By: STATE OF CALIFORNIA) COUNTY OF VENTURA) On , 1998, before me the undersigned notary public, personally appeared the person(s) whose name is subscribed to this instrument, and acknowledged that he executed it. PAGE 15 • , y V ORANGE COAST MARKETING COALITION MEMBER AGREEMENT NO. 002, entered into this day of 199_ IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing Coalition Lifeguard Vehicle Sponsorship Agreement on the date set forth above. 0 Signature of Authorized Person Print the Name of Authorized Person Title of Authorized Person Name of Agency Address City Zip Code Signature of Legal Counsel Printed Name of Legal Counsel PAGE 16 I J U W LL O O H M= LL V/ T w J U_ 2 w 0 DALL 0 ° U � 0 z Z_ w C C p G w w Y w L a � a F, a a 0 y w Z U 0 Z d a U) 0 z d � L_ w o Y 0 2 a d V w W V O L V R d m d N m eta m MIS] oL Q V 3m .i .. � L C v O � 01m J m od C C 7 � G 10 mm w0 CC s N V 0 0 R w CL F- z w w w a c� a W } r� r� 4)1 L a LL a Z C F a 0 Ix a LL } a 4 O O O N N N O O V P') m CM" O (D ID (D N Vi N r W W O O O 0 O O P m r (0 m m m 0 O C. 0 0 N V O O rn N n N n to w N LO O O rr� n l00 n r (9 V7m m r- 0 cc� (O N O V N O O N O to O ED � fA Efl 0 cm 0 CD 0 0 O 0 N V m M M CN m i N m i O m 0 IT co (7 - O v O c r O O O O O o eA 0 (o 0 » en N d CO CO M UN M,U f0 NU 12 !E 7N O N =(n O N N o> r` N' co Q) >� L) E Q E 0 Q E N U) H O O CWL C >O C ()O M m d .co N `oo =N =N F5 Y U Uo ° N do c v O 0() ` @ O� O C O 761� m ,v d O C6 m % > N a) W N m > >O u, E L U t U O E LL ai O—p a } m } L U 41 NN C O L a LL a Z C F a 0 Ix a LL } a 4 CD r4 co co N O O m M M R r G n n NW W r W iA O O O O O P N r O O O O m 0 CC) N LO O O rr� n l00 n r (9 (A O co o V OD V M N co 1( ED Cl) �. 0 ED co co O CD N O 0 � r r N m 0 IT (7 - 1N IN C C M fA th fA EA eA 0 N N m 0 O N N r O (O r» » ra O Yj V O N V C O c-0 d .�..L 2 NL =N =N F5 O go O m> U U R 0> r N ` @ > N QE QE N >O u, E N t U O E $ O—p a } m } U� NN C O Y �� y N 7Iq _O C Wo j a T W 2 X W W J a Uz W OLL Q LL U 0 L O W /a cn W G w O C o L w N G N cc �m > m � L �U m c d (9 a m N C CD Cc O N J ns Fn c; 0 �> E� =U z w O C O 0) V (n p > _ a) dU C m d C y) t4 O J � Oy dd L t EU 3 z H z W d' a r a W W z z O O z z m O V) N �d m a) U r aL j L 3v aom -om =. � 3 w 0 V L >. 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