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HomeMy WebLinkAboutC-3147 - Orange Coast Marketing Coalition Agreement1-14 /08 /97 TUE 10:36 FAX 310 82 345 LACO BCHS & HBFS X002 �. 0 46 AGREEMENT NO. ORANGE COAST NtMMIM COALITION AGREMON'r i 1S AGREEMENT is made and entered into this ��• day of 1 1996, BY AND BETWEEN COUNTY OF LOS ANGELES, specifically through the Department of Beaches and Harbors, a body corporate and politic, hereinafter referred to as "LOS ANGELES COUNTY "; AND CITIES of Huntington Beach., Newport Beach, Laguna Beach, and San Clemente, all municipal corporations or general law cities, hereinafter collectively referred to as " C'ITIES" ; AND COUNTY OF ORANGE, specifically the Environmental. Management Agency through i::e harbors, Beaches and ?arks Function, a political subdivision of the State of California, hereinafter referred to as "ORIONGE COUNTY" ; AND STATE OF CALIFORNIA, specifically through the Department of Parks and Recreation, hereinafter referred to as ":STATE ". RECITALS Y3HMAS, CITIES, ORANGE COUNTY and STATE are responsible for the management of coastline within Orange County and the northerly portion of San Diego County; and WHEREAS, CITIES, ORANGE COUNTY and STATE are experiencing declining revenues and increasing costs in providing public safety services and beach maintenance; and 04/08/97 TLIE 10:37 FAX 310 8V345 UCO BCHS R HBRS WHEREAS, CITIES, ORANGE COUNTY and STATE are desirour= of increasing revenue to defray said costs through implementation of a marketing program; and WHEREAS, STATE legislation, including but not limited to California Government Code Sections 26109 and 26110, allows counties to market their assets through advertising, sponsorship, and licensing; and WHEREAS, STATE may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Public Resources Code Sections 5009.1 and 5009.2; and WHEREAS, ORANGE COUNTY may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Sections 26109 and 26110 of the California Government Code and Division 5, Section 2 -5 -127 of the Codified Ordinance of the County of Crange; and WHEREAS, the City of Newport Beach may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Article 2, Section 200 of the Newport Beach City Municipal Code; and WHMIEAS, the City of Huntington Beach may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Chapter 13.56 of the Huntington Beach City Municipal Code; and WHEREAS, the City of Laguna Beach may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Article Xr, Section 7 of the California Constitution and Government Code Sections 37350 and 37351; and WHEREAS, the City of San Clemente may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Article RI, Section 7 of the California Constitution and Government Code Sections 37350 and 37351; and WHEREAS, the parties hereto have determined that it would be in their best i-terest to enter into an Intergovernmental rarketing 26 003 .64,.'08/97 TUE 10:37 FAX 910 82 345 LA00 BCHS & HERS 4 • Agreement pursuant to the authority contained in Section 5502 of the California Government Code to form a regional marketing coalition, to be known as the Orange Coast Marketing Coalition (the "COALITION "), for the purpose of obtaining additional fiscal revenue from asset marketing, advertising, sponsorship, and licensing at beach and other publicly -owned venues which are owned by CITIES, ORANGE COUNTY and STATE; and WHEREAS, LOS ANGELES COUNTY has the experience, ability and resources to assist CITIES, ORANGE COUNTY and STATE in their marketing efforts; is willing to negotiate on behalf of the members of the COALITION as defined hereinbelow; and. will itself benefit by such marketing efforts either directly through its receipt of a percent of the cash revenue paid or a percent of the fair value of products provided to COALITION memberr., in marketing agreements and /or indirectly through the increased potential revenue that can be realized from coordinated marketing activities for the combined coastline area located in Orange.. County, northerly San Diego County and Los Angeles County; and WHEREAS, by entering into this Intergovernmental Marketing Agreement, the parties to this agreement expect to realize higher revenues from packaged marketing programs and to reduce associated costs through the elimination of duplicative marketing efforts on the part of the parties and elimination of the need for CITIES, ORANGE COUNTY and STATE to maintain specialized marketing personnel on staff; and WHEREAS, this agreement is authorized by law; and WHEREAS, CITIES, ORANGE COUNTY and STATE understand that LOS ANGELES COJNTY has an existing marketing plan pursuant to which it seeks sponsors for advertising, sponsorship and .Licensing activities on its property which are the same or similar to those contemplated herein and that this agreement in no way limits LCS ANGELES COUNTY or its personnel involved in providing services to the COALITION from speaking to potential sponsors of COALITION projects about marketing opportur_ities that are available in LOS ANGELES COUNTY or from entering into separate agreements with such sponsor(s). NOW, THEREFORE, LOS ANGELES COUNTY, CITIES, ORANGE COUNTY, and STATE, in consideration of the conditions and terms herein and the mutual benefits to be realized by the parties hereto, agree as follows: N _ ;'01_!06 %9i TLT 10:38 FAX 310 621 6335 • LACO 6CHS & HBRS AGREEMENT • I. Definitions: The following definitions shall apply to the terms used in the agreement: A. COALITION SPONSOR: shall mean a business enterprise (including corporation, partnership, sole proprietorship and any other entity used 'or the conduct of business) which has commenced negotiations to enter into a particular class of advertising, sponsorship or licensing agreement with the COALITION, and in which it is contemplated that the business enterprise shall provide compensation in the form of money and /or products (including advertising and intangible property rights) to a member or members or the COALITION for value, B. MARKETING AGREEMENT: shall mean a written advertising, licensing or sponsorship agreement involving the use, on a temporary or permanent basis, of tanvible or intangible property of one or more of the COALITION members with a COALITION SPONSOR. C. INDIVIDUAL MARKETING PROGRAM., shall meaner plan agreed to by one or more COALITION members with the intention of entering into a particular MARKETING AGREEMENT, including all efforts from initiating a search For and identifying a COALITION SPONSOR to negotiating and finalizing contract terms, directed at culminating in a MARKETING AGREEMENT. D. COALITION AREA: shall mean all of the territory included within the jurisdictional boundaries of CITIES, ORANGE COUNTY, and the portion of STATE which lies with Orange County and a northerly portion of San Diego County, and to the extent that additional cities, counties and STATE subsequently join the COALITION, the territory within the jurisdictional boundaries of said city(ies), county(ies) and STATE. II. By entering into this agreement, the parties form the COALITION, comprised initially of CITIES, ORANGE COUNTY, STATE and LOS ANGELES COUNTY. III. Each entity which has executed this agreement shall be a member of the COALITION. Each member of the COALITION shah designate staff representative(s) to act on its behalf in 001).5 b4108/07 WE 10 :38 FAX 310 86345 LACO BCBS & 36RS 0006 conducting COALITION business, including, without limitation, developing a marketing strategy, reviewing marketing proposals, presenting such proposals to the members' respective governing bodies which possess the authority to approve all MARKETING AGREEMENTS, i.e., City Council, Board of Supervisors or District Superintendent, and performing other administrative duties. IV. Participation by a COALITION member in INDIVIDUAL MARKETING PROGRAMS is voluntary. A member may decline to participate in any COALITION program without affecting its participation in future programs. However, a COALITION member who has not assented in writing to the services of LOS ANGELES COUNTY in relation to a specific INDIVIDUAL MARKETING PROGRAM, shall not enter into any MARKETING AGREEMENTS with any COALITION SPONSOR within the confines of the COALITION AREA with respect tc that particular INDIVIDUAL MARKETING PROGRAM. V. The COALITION shall develop a marketing strategy that identifies types of sponsorship, advertising and asset marketing licenses it wishes to pursue which are in accordance: with any applicable laws and that meet the primary criteria oft- A. Directly supporting the public service mission of each COALITION member; and B_ Not interfering with the public's enj_yment or use of any beach, harbor or other public facilit'Les within the COALITION AREA; and C. Representing the COALITION SPONSOR and each COALITION member in a positive manner; and D. Providing revenue and/or reducing operational costs associated with public services. vI. LOS ANGELES COUNTY, due to its experience and marketing expertise, shall act on behalf of the COALITION and its' individual members in soliciting and negotiating proposals for MARKETING AGREEMENTS within the limits of this agreement. The parties agree that LOS ANGELES COUNTY shall: A. Solicit proposals based upon the CO ?LITIC'N marketing strategy and negotiate terms and conditions for potential MARKETING AGREEMENTS for presentation to COAL i I I ON members; and 114/08/ 97 WE 10:39 FAX 310 LACO OCHS & HORS 56345 • B_ Prepare all proposals and MARKETING AGREEMENTS for approval by COALITION members' representative governing bodies, including City Councils, Board of Supervisors or District Superintendent. Notwithstanding the above, LOS ANGELES COUNTY shall not provide legal services to other COALITION members in connection with the preparation of any such documents. COALITION members are responsible for obtaining the review and approval of all such documents by their own respective legal counsel,; and C. Make presentations to COALITION members' executive management and /or governing bodies as regt:.ired; and D. Collect and disburse the monetary compensfl,tion and /or products to which any COALITION member is entitled under any MARKETING AGREEMENT covered by this Agreement. Compensation and /or product disbursement shall be based on criteria established and agreed upon by COALITION members as part of the review and approval process for each individual MARKETING AGR_ZMENT. All disbursements shall be subject to audit by COALITION members if requested; and E. Prepare and distribute to each COALITION nember a biannual report of all receipts and disbursements handled by LOS ANGELES COUNTY as a result of COALITION MARKETING AGREEMENT activity during the ye>.ar in question; and F. Monitor and administer the approved MARKETING AGREEMENTS on behalf of COALITION members, including, but not limited to: serving as the liaiso:a between COALITION members and COALITION SPONSORS; serving as the contact for the media; problem - solving; and negotiating options, renewals and rebids. V11. Compensation to LOS ANGELES COUNTY under this agreement shall be limited to a percentage of the compensation paid and the fair value of products provided by a COALITION SPONSOR under any approved MARKETING AGREEMENT. Such compensation shall be Calculated as foilowe; 15% of gross rarketing revenue received :f paid ip cash; and 6 •i14/11S-97 WE 1(.1:79 FAX 310 52345 LACO BCHS R HBRS � 1 S. 10% of the fair value, as mutually determined by the applicable COALITION members, of any produ.ts provided. VIII. New members may be added to the COALITION by a vote of the parties to this agreement. New members shall agree to abide by the terms and conditions of this agreement. New members shall be entitled to all benefits afforded COALITION members under this agreement. Once approved by a majority vote of COALITION members, addition of new COALITION mefabers shall be accomplished through the use of a standardized form, executed on behalf of the COALITION by its authorized representative, who shall be the Director of the LOS ANGELES COUNTY Department of Beaches and Harbors, in substantially the same form as is attached hereto as Exhibit A. 1X. CITIES, ORANGE COUNTY and STATE shall, to the fullest extent allowed by law, indemnify, defend and hold harmless LOS ANGELES COUNTY, its agents, officers and employees from. and against any and all liability of any sort arising from, or in any way connected with, the performance by LOS ANGELES COUNTY of any of its various tasks under the terms of this agreement, except for its negligent acts or omissions or willful misconduct. X. LOS ANGELES COUNTY shall, to the fullest extent allowed by law, indemnify, defend and hold harmless CITIES: ORANGE COUNTY, and STATE, its agents, officers and employees from and against any and all liability of any sort arising from, or in any way connected with, the performance by LOS ANGELES COUNTY of any of its various tasks under the terms of this agreement, except for its negligent acts or omissions or willful misconduct. XI. The term of this agreement shall be three (3) years commencing from the date that the last party hereto has fully executed the agreement. xil. Any party to this agreement may terminate its participation in the COALITION upon giving 30 -days written notice to each of the other COALITION members. however, such termina.tior shall not apply to any existing MARKETIrvG AGREEMENT to which the terminating party is a signatory. Rather, any such MARKETING AGREEMENT shall terminate in accordance with its specific terms. Notice of intent to terminate shall be deiivexed to each COALITION member's authorized representative at the address identified on the signature page. Authorized representative and address changes shall be made iz writing and sent to each other COALITION member. i Z(!OS (14'081"97 TUE 10:40 FAX 310 821 6345 L9C0 BCHS g HBRS 16 00q XIII. Except for the application of paragraph IX, above, P.3 party herein shall be held responsible for the actions of other members of the COALITION which may be actionable under law. XIV. LOS ANGELES COUNTY makes no representations or warranties, express or otherwise, that a particular level of revenue will be achieved for the COALITION or any member thereof by or through its performance hereunder. XV. The parties agree to waive any requirement that might otherwise exist for LOS ANGELES COUNTY to obtain an official bond due to its anticipated receipt and disbursement of *revenue or products for COALITION members as contemplated by paragraph VI.D cf this agreement. XVI. This agreement contains the entire understanding among the parties to this agreement relating to the subject matter herein contained. Any amendment to this agreement must be agreed to in writing by each of the parties. XVII. Each of the undersigned signatories warrants and guarantees that she or he has the power and authority to execute this agreement upon the terms and conditions stated herein, and that the public entity that she or he represents has the requisite power and authority to enter into this agreement and the MARKETING AGREEMENTS which are contemplated herein. Each party participating in this agreement and the MARKETING AGREEMENTS contemplated herein agrees to indemnify and hold harmless each other party from any and all damages, costs, and expenses which result from a failure of the signatory for such party to have possessed the requisite authority to have executed this agreement or from a failure of such party to have possessed the power and authority to enter into this agreement and the MARKETING AGREEMENTS contemplated herein. [Q 04 ^08!97 ME 10:61 FAX 310 821 6845 LACO BCHS & HBRS • IN WITNESS WHEREOF, the County of Los Angeles, by order of its Board of Supervisors, has caused this agreement to be executed on its behalf by the Chair of said Board and attested by the Clerk thereof on the day and year above first written, and each of the other parties will execute this agreement on a separate signature page on the day and year set forth following the signature of their officers who have been duly authorized to sign this agreement. COUNTY OF LOS ANGELES Chair, Boa of Supervis t ATTEST: SOANNE STURGES Executive Officer ClArk of the oard of Superviscri C jtyt -✓ Deli-utly APPROVED AS TO FORM: DEWITT W. CLINTON Cou y counsel Deputy W ADOPIFED BUM 41T Sty` "7 VIn 6 Y Ur-C 17199 ; JOANNE STUSG$S EXECUTIVE C FACER 0(flo Vol lV�ao aV1 V /:Va ru J1U OLl VJ4J LAW BCHS & HbKN !'a "I Olift flKtdill'IF1R 1Vt OMMOR Coals B9UMTn= Cos TI=N MMM aGRE MST No. , entered into this 9th day of J=6 199?. �; 002 PARE na IN WITNESS WHEREOF, each party hereto has executed this orange Coast marketing Coalition Agreement on the date set forth above. By: Jan Deba9 Print the Name of Authorized Paxson Mayor Title of Authorized Person City of Newport Beach Dame of Agency 3300 Newport Haalewwd Address VewrArt Beach, CA 92663 City zip Code. 10 .4`08!Ai IVE 10 :41 FAi 310 821 6345 _ 1.AC0 BCHS B: HBRS EXHIBIT A AGREEMENT NO. , entered into this _ day of 199_ WHEREAS, there is currently in operation an intergovernmental marketing coalition known as the Orange Coast Marketing Coalition; and WMMERS, (new member) is desirous of inclusion in the Orange Coast Marketing Coalition and is authorized to engage in advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to ;set forth authority). IT 1S HEREBY AGREED to as follows: By signing this agreement, (new member) agrees to become subject to and abide by all the terms and conditions of the Orange Coast Marketing Coalition Agreement, which is incorporated herein by reference in its entirety. By signing this agreement, the Orange Coast Marketing Coalition agrees to make the sauce marketing opportunities available to (new member) as are available to other members of the Coalition. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date set forth above. By: Signature of Authorized Person Print the Name of Authorized Person. Title of Authorized Person ACTHCRIZED REPRESENTATIVE OF THE ORANGE COAST MARKETING COALITION Name ci Agency Addresa City Zip Code Director of Los Angeles County Department of Beaches and Harbor= .i l ..7 9 • (3S) June 9, 1997 City Council Agenda Item No. 9 TO: Mayor and Members of the City Council sr r: = cn coWeciL FROM: Tim Riley, Fire and Marine Chief �1/ oF�''_'�?oii a� ^•c SUBJECT: Orange Coast Marketing Coalition Agreement Z _ c „, RECOMMENDATION: APPROVED C -31q _ If desired, approve in concept the City of Newport Beach joining the Orange Coast Marketing Coalition. The Marketing Coalition concept was reviewed and endorsed by the City's Harbors and Beaches Committee in April of 1995 and by the Finance Committee on May 16, 1997. (Finance Committee vote 2 -1; Debay and Edwards supported, Glover opposed.) BACKGROUND: For the past two years the City of Newport Beach has been in conversations with the County of Los Angeles Department of Beaches and Harbors, the State of California, the County of Orange, and the cities of Huntington Beach, Laguna Beach, and San Clemente. The purpose of these discussions was to pursue the implementation of a beach marketing program to maximize marketing revenues and reduce costs. This would be achieved if these jurisdictions pool and marketed their locations as a unit. Over the course of this two -year period, the concept has been studied and negotiated by all of the parties and the attached agreement is the result of that process. The proposed agreement recognizes the bargaining strength and leverage position possible through the creation of a coalition. It also takes advantage of the marketing expertise and experience of the County of Los Angeles Department of Harbors and Beaches. As an example, last year the County of Los Angeles brought in approximately $750,000 in marketing cash revenues and about $600,000 in in -kind donations (see attached examples of past marketing programs). The City of Newport has 20% of the beach area of Los Angeles County, therefore, all things being equal we could expect approximately $270,000 (750,000 + 600,000 x.20 = $270,000), annually for marketing our beaches. It is presumed that the coalition would have the same success as it represents a similar area to market. SUMMARY OF THE PROPOSED AGREEMENT: 1. It sets forth the purpose of the coalition and establishes membership as the County of Los Angeles, the State Department of Parks and Recreations, the County of 0 0 0 Orange, and the cities of Huntington Beach, Newport Beach, Laguna Beach, and San Clemente. 2. It defines the marketing services Los Angeles County shall provide in exchange for: A) 15% of all marketing program cash revenue generated and; B) 10% of all in -kind product donations or cash equivalent based on fair market value. 3. It provides for indemnification of all the members of the coalition. 4. It provides for participating entities to opt out of any particular coalition and marketing program. However, if an entity does not participate in a coalition and marketing program it cannot reach a separate market agreement with a coalition sponsor. (Council will be able to review and approve each offer and decline to participate in any individual marketing program that is felt to be inappropriate or unsuitable for Newport Beach.) 5. The proposed agreement allows for other agencies to be added by a majority vote of the members of the coalition. The agreement is for a three -year term with the understanding that any entity can cancel its coalition membership by giving 30 days notice. (Seal Beach and Long Beach have expressed interest in joining the coalition in the near future.) On December 16, 1996, the Board of Supervisors of the County of Los Angeles approved the Marketing Coalition Agreement. It was then available for submittal to the other coalition members and their respective governing bodies. CITY ATTORNEY'S COMMENTS: The Finance Committee at their February 18, 1997, meeting requested further legal review by the City Attorney's Office relative to the following areas: 1. Handling and disbursing of money and products received from the advertisers and allocation of audit cost should discrepancies be found. 2. The indemnification provisions in paragraphs 9 and 10. 3. Paragraph 15 which waives any requirement for the County of Los Angeles to obtain a bond for the activities relative to collecting and disbursing of funds. Fire and Marine Department staff has discussed these issues with the County of Los Angeles representative, Dusty Brogan. The County of Los Angeles position is that the agreement requires them to solicit proposals and present the proposals to coalition members. Each proposal would constitute a new agreement and the City Attorney's concerns can be addressed at that time. As a result, it would be inconvenient for the coalition agreement to address those issues now. 0 0 u • AGREEMENT NO. � I ORANGE COAST MARKETING COALITION AGREEMENT THIS AGREEMENT is made and entered into this day of 1996, BY AND BETWEEN COUNTY OF LOS ANGELES, specifically through the Department of Beaches and Harbors, a body corporate and politic, hereinafter referred to as "LOS ANGELES COUNTY "; AND CITIES of Huntington Beach, Newport Beach, Laguna Beach, and San Clemente, all municipal corporations or general law cities, hereinafter collectively referred to as "CITIES "; AND COUNTY OF ORANGE, specifically the Environmental Management Agency through its Harbors, Beaches and Parke Function, 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, hereinafter referred to as "STATE ". 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; and WHEREAS, CITIES, ORANGE COUNTY and STATE are experiencing declining revenues and increasing costs in providing public safety services and beach maintenance; and v � U J • 0 WHEREAS, CITIES, ORANGE COUNTY and STATE are desirous of . increasing revenue to defray said costs through implementation of a marketing program; and WHEREAS, STATE legislation, including but not limited to California Government Code Sections 26109 and 26110, allows counties to market their assets through advertising, sponsorship, and licensing; and WHEREAS, STATE may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Public Resources Code Sections 5009.1 and 5009.2; and WHEREAS, ORANGE COUNTY may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Sections 26109 and 26110 of the California Government Code and Division 5, Section 2 -5 -127 of the Codified Ordinance of the County of Orange; and WHEREAS, the City of Newport Beach may authorize advertising, • sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Article 2, Section 200 of the Newport Beach City Municipal Code; and WHEREAS, the City of Huntington Beach may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Chapter 13.56 of the Huntington Beach City Municipal Code; and WHEREAS, the City of Laguna Beach may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Article XI, Section 7 of the California Constitution and Government Code Sections 37350 and 37351; and WHEREAS, the City of San Clemente may authorize advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to Article XI, section 7 of the California Constitution and Government Code Sections 37350 and 37351; and WHEREAS, the parties hereto have determined that it would be in • their best interest to enter into an Intergovernmental Marketing 2 0 0 • Agreement pursuant to the authority contained in Section 6502 of the California Government Code to form a regional marketing coalition, to be known as the Orange Coast Marketing Coalition (the "COALITION "), for the purpose of obtaining additional fiscal revenue from asset marketing, advertising, sponsorship, and licensing at beach and other publicly -owned venues which are owned by CITIES, ORANGE COUNTY and STATE; and WHEREAS, LOS ANGELES COUNTY has the experience, ability and resources to assist CITIES, ORANGE COUNTY and STATE in their marketing efforts; is willing to negotiate on behalf of the members of the COALITION as defined hereinbelow; and will itself benefit by such marketing efforts either directly through its receipt of a percent of the cash revenue paid or a percent of the fair value of products provided to COALITION members in marketing agreements and /or indirectly through the increased potential revenue that can be realized from coordinated marketing activities for the combined coastline area located in Orange County, northerly San Diego County and Los Angeles County; and WHEREAS, by entering into this Intergovernmental Marketing Agreement, the parties to this agreement expect to realize higher revenues from packaged marketing programs and to reduce associated costs through the elimination of duplicative marketing • efforts on the part of the parties and elimination of the need for CITIES, ORANGE COUNTY and STATE to maintain specialized marketing personnel on staff; and • WHEREAS, this agreement is authorized by law; and WHEREAS, CITIES, ORANGE COUNTY and STATE understand that LOS ANGELES COUNTY has an existing marketing plan pursuant to which it seeks sponsors for advertising, sponsorship and licensing activities on its property which are the same or similar to 'those contemplated herein and that this agreement in no way limits LOS ANGELES COUNTY or its personnel involved in providing services to the COALITION from speaking to potential sponsors of COALITION projects about marketing opportunities that are available in LOS ANGELES COUNTY or from entering into separate agreements with such sponsor(s). NOW, THEREFORE, LOS ANGELES COUNTY, CITIES, ORANGE COUNTY, and STATE, in consideration of the conditions and terms herein and the mutual benefits to be realized by the parties hereto, agree as follows: U 3 AGREEMENT • I. Definitions: The following definitions shall apply to the terms used in the agreement: A. COALITION SPONSOR: shall mean a business enterprise (including corporation, partnership, sole proprietorship and any other entity used for the conduct of business) which has commenced negotiations to enter into a particular class of advertising, sponsorship or licensing agreement with the COALITION, and in which it is contemplated that the business enterprise shall provide compensation in the form of money and /or products (including advertising and intangible property rights) to a member or members or the COALITION for value. B. MARKETING AGREEMENT: shall mean a written advertising, licensing or sponsorship agreement involving the use, on a temporary or permanent basis, of tangible or intangible property of one or more of the COALITION members with a COALITION SPONSOR. C. INDIVIDUAL MARKETING PROGRAM: shall mean a plan agreed • to by one or more COALITION members with the intention of entering into a particular MARKETING AGREEMENT, including all efforts from initiating a search for and identifying a COALITION SPONSOR to negotiating and finalizing contract terms, directed at culminating in a MARKETING AGREEMENT. D. COALITION AREA: shall mean all of the territory included within the jurisdictional boundaries of CITIES, ORANGE COUNTY, and the portion of STATE which lies with Orange County and a northerly portion of San Diego County, and to the extent that additional cities, counties and STATE subsequently join the COALITION, the territory within the jurisdictional boundaries of said city(ies), county(ies) and STATE. II. By entering into this agreement, the parties form the COALITION, comprised initially of CITIES, ORANGE COUNTY, STATE and LOS ANGELES COUNTY. III. Each entity which has executed this agreement shall be • a member of the COALITION. Each member of the COALITION shall designate staff representative(s) to.act on its behalf in 4 0 0 . conducting COALITION business, including, without limitation, developing a marketing strategy, reviewing marketing proposals, presenting such proposals to the members' respective governing bodies which possess the authority to approve all MARKETING AGREEMENTS, i.e., City Council, Board of Supervisors or District Superintendent, and performing other administrative duties. IV. Participation by a COALITION member in INDIVIDUAL MARKETING PROGRAMS is voluntary. A member may decline to participate in any COALITION program without affecting its participation in future programs. However, a COALITION member who has not assented in writing to the services of LOS ANGELES COUNTY in relation to a specific INDIVIDUAL MARKETING PROGRAM, shall not enter into any MARKETING AGREEMENTS with any COALITION SPONSOR within the confines of the COALITION AREA with respect to that particular INDIVIDUAL MARKETING PROGRAM. V. The COALITION shall develop a marketing strategy that identifies types of sponsorship, advertising and asset marketing licenses it wishes to pursue which are in accordance with any applicable laws and that meet the primary criteria of: 0 A. Directly supporting the public service mission of each COALITION member; and B. Not interfering with the public's enjoyment or use of any beach, harbor or other public facilities within the COALITION AREA; and C. Representing the COALITION SPONSOR and each COALITION member in a positive manner; and D. Providing revenue and /or reducing operational costs associated with public services. VI. LOS ANGELES COUNTY, due to its experience and marketing expertise, shall act on behalf of the COALITION and its individual members in soliciting and negotiating proposals for MARKETING AGREEMENTS within the limits of this agreement. The parties agree that LOS ANGELES COUNTY shall! A. Solicit proposals based upon the COALITION marketing strategy and negotiate terms and conditions for potential MARKETING AGREEMENTS for presentation to COALITION members; and �' S � 0 0 B. Prepare all proposals and MARKETING AGREEMENTS for . approval by COALITION members' representative governing bodies, including City Councils, Board of Supervisors or District Superintendent. Notwithstanding the above, LOS ANGELES COUNTY shall not provide legal services to other COALITION members in connection with the preparation of any such documents. COALITION members are responsible for obtaining the review and approval of all such documents by their own respective legal counsel; and C. Make presentations to COALITION members' executive management and /or governing bodies as required; and D. Collect and disburse the monetary compensation and /or products to which any COALITION member is entitled under any MARKETING AGREEMENT covered by this agreement. Compensation and /or product disbursement shall be based on criteria established and agreed upon by COALITION members as part of the review and approval process for each individual MARKETING AGREEMENT. All disbursements shall be subject to audit by COALITION members if requested; and E. Prepare and distribute to each COALITION member a • biannual report of all receipts and disbursements handled by LOS ANGELES COUNTY as a result of COALITION MARKETING AGREEMENT activity during the year in question; and F. Monitor and administer the approved MARKETING AGREEMENTS on behalf of COALITION members, including, but not limited to: serving as the liaison between COALITION members and COALITION SPONSORS; serving as the contact for the media; problem - solving; and negotiating options, renewals and rebids. VII. Compensation to LOS ANGELES COUNTY under this agreement shall be limited to a percentage of the compensation paid and the fair value of products provided by a COALITION SPONSOR under any approved MARKETING AGREEMENT. Such compensation shall be calculated as follows: A. 15% of gross marketing revenue received if paid in cash; and • v 6 µ • B. 10% of the fair value, as mutually determined by the applicable COALITION members, of any products provided. VIII. New member& may be added to the COALITION by a vote of the parties to this agreement. New members shall agree to abide by the terms and conditions of this agreement. New members shall be entitled to all benefits afforded COALITION members under this agreement. once approved by a majority vote of COALITION members, addition of new COALITION members shall be accomplished through the use of a standardized form executed on behalf of the COALITION by its authorized representative, who shall be the Director of the LOS ANGELES COUNTY Department of Beaches and Harbors, in substantially the same form as is attached hereto as Exhibit A. IX. CITIES, ORANGE COUNTY and STATE shall, to the fullest extent allowed by law, indemnify, defend and hold harmless LOS ANGELES COUNTY, its agents, officers and employees from and against any and all liability of any sort arising from, or in any way connected with, the performance by LOS ANGELES COUNTY of any of its various tasks under the terms of this agreement, except for its negligent acts or omissions or willful misconduct. . X. LOS ANGELES COUNTY shall, to the fullest extent allowed by law, indemnify, defend and hold harmless CITIES, ORANGE COUNTY, and STATE, its agents, officers and employees from and against any and all liability of any sort arising from, or in any way connected with, the performance by LOS ANGELES COUNTY of any of its various tasks under the terms of this agreement, except for its negligent acts or omissions or willful misconduct. XI. The term of this agreement shall be three (3) years commencing from the date that the last party hereto has fully executed the agreement. XII. Any party to this agreement may terminate its participation in the COALITION upon giving 30 -days written notice to each of the other COALITION members. However, such termination shall not apply to any existing MARKETING AGREEMENT to which the terminating party is a signatory. Rather, any such MARKETING AGREEMENT shall terminate in accordance with its specific terms. Notice of intent to terminate shall be delivered to each COALITION members authorized representative at the address identified on the signature page. Authorized representative and address changes shall be made in writing and . sent to each other COALITION member. 7 n Y V V1Y • • XIII. Except for the application of paragraph IX, above, no party herein shall be held responsible for the actions of other members of the COALITION which may be actionable under law. XIV. LOS ANGELES COUNTY makes no representations or warranties, express or otherwise, that a particular level of revenue will be achieved for the COALITION or any member thereof by or through its performance hereunder. XV. The parties agree to waive any requirement that might otherwise exist for LOS ANGELES COUNTY to obtain an official bond due to its anticipated receipt and disbursement of revenue or products for COALITION members as contemplated by paragraph VI.D of this agreement. XVI. This agreement contains the entire understanding among the parties to this agreement relating to the subject matter herein contained. Any amendment to this agreement must be agreed to in writing by each of the parties. XVII. Each of the undersigned signatories warrants and guarantees that she or he has the power and authority to execute . this agreement upon the terms and conditions stated herein, and that the public entity that she or he represents has the requisite power and authority to enter into this agreement and the MARKETING AGREEMENTS which are contemplated. herein. Each party participating in this agreement and the MARKETING AGREEMENTS contemplated herein agrees to indemnify and hold harmless each other party from any and all damages, costs, and expenses which result from a failure of the signatory for such party to have possessed the requisite authority to have executed this agreement or from a failure of such party to have possessed the power and authority to enter into this agreement and the MARKETING AGREEMENTS contemplated herein. 0 0 IN WITNESS WHEREOF, the County of Los Angeles, by order of its Board of Supervisors, has caused this agreement to be executed on its behalf by the Chair of said Board and attested by the Clerk thereof on the day and year above first written, and each of the other parties will execute this agreement on a separate signature page on the day and year set forth following the signature of their officers who have been duly authorized to sign this agreement. COUNTY OF LOS ANGELES Chair, Board of Supervisors ATTEST: JOANNE STURGES Executive Officer Clerk of the Board of Supervisors Deputy APPROVED AS TO FORM: DEWITT W. CLINTON County Counsel Deputy 0 9 t ORANGE COAST MARKETING COALITION MEMBER 0 AGREEMENT NO. entered into this day of 199 IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing Coalition Agreement on the date set forth above. By: Signature of Authorized Person Print the Name of Authorized Person Title of Authorized Person Ali Name of Agency Address City p Code \J 10 11 ♦ `y MK.,f �.b , �� 01 LOS w ?� COUNTY OF LOS ANGELES •G' DEPARTMENT OF BEACHES AND HARBORS EXHIBIT A • 4lrro��1 AGREEMENT NO. entered into this da y Qff STAN WISNIEWSKI 199 KERRY GOTTLIES DIRECTeft — DEPUTY DIRECTOR WHEREAS, there is currently in operation an intergovernmental}HKENDALL marketing coalition known as the Orange Coast Marketing DEPUTY DIRECTOR Coalition; and 11 WHEREAS, (new member) is desirous of inclusion in the Orange Coast Marketing Coalition and is authorized to engage in advertising, sponsorship and licensing activities on its real and personal property and may enter into agreements relating thereto pursuant to (set forth authority). IT IS HEREBY AGREED to as follows: By signing this agreement, (new member) agrees to become subject to and abide by all the terms and conditions of the Orange Coast Marketing Coalition Agreement, which is incorporated herein by reference in its entirety. By signing this agreement, the Orange Coast Marketing Coalition agrees to make the same marketing opportunities available to (new member) as are available to other members of the Coalition. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date set forth above. By: Signature of Authorized Person Name of Agency Print the Name of Authorized Person Address Title of Authorized Person City Zip Code AUTHORIZED REPRESENTATIVE OF THE ORANGE COAST MARKETING COALITION Director of Los Angeles County Department of Beaches and Harbors FAX: (310) 82116845 � I1137 FIJI WA" MARINA OF? RFC' CA iIFORNIA 90292 1