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HomeMy WebLinkAbout*AGMT - Los Angeles, Orange Counties of Ca puhecoc AGREEMENT NO. ORANGE COAST MARKETING COALITION AGREEMENT TES AGREEMENT is made and entered into this ( day of L/C r. 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 Parks 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 • 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 1 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 } 411 i 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 provi[ded 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: 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 J.. . • • 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: 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 5 J • 3. 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 f 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 6 S _ 411 • B. 10% of the fair value, as mutually determined by the applicable COALITION members, of any products 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 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. 1 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 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 member's 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 III III 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. f 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. • 8 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 J� �t OF LOS qH o I ATTEST: 4Iii "4"- '4.- • • - JOANNE STURGES . • Executive Officer • .` ' • • C rk of the oard of Supervisors e C _� P '�UFORN�P L --- Depu y ( :. • :: APPROVED AS TO FORM: AD O PTE D DEW I TT W. CLINTON O0 " " y • Co y Counsel x 1 NO DEC 1 71996 - L Deputy v JOANNE STURGES EXECUTIVE OFFICER • 9 • • EXHIBIT A AG!EEEMENT NO. , entered into this 12 day of August 1997. WHEREAS, there is currently in operation an intergovernmental marketing coalition known as the Orange Coast Marketing Coalition; and WHEREAS, the City of Seal Beach 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 S 28 -2002 Code of the City of Seal Beach. IT IS HEREBY AGREED to as follows: By signing this agreement, the City of Seal Beach 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 the City of Seal Beach as are available to other members of the Coalition. IN WHITNESS WHEREOF, the parties hereto have executed this agreement on the date set forth above. By h. _ � / CITY OF SEAL BEACH Signature of Authorized Person Name of Agency Keith R. Till 211 Eighth Street :;eal Beach, Ca. 90740 Print Name of Authorized Person Address City Manager 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