HomeMy WebLinkAboutC-3147 - Orange Coast Marketing Coalition Agreement1-14 /08 /97 TUE 10:36 FAX 310 82 345 LACO BCHS & HBFS X002
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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
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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
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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:
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AGREEMENT
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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
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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
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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
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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.
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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.
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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
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OMMOR Coals B9UMTn= Cos TI=N MMM
aGRE MST No. , entered into this 9th day of
J=6 199?.
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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.
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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
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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.
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AGREEMENT NO.
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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
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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
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• 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
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. 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
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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 •
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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.
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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.
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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
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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
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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