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HomeMy WebLinkAbout04 - Beaches of Southern California Coalition Agreement 001ITEM TO: Members of the Newport Beach City Council FROM: Tim Riley, Fire Chief SUBJECT: Enter into the BEACHES OF SOUTHERN CALIFORNIA COALITION AGREEMENT #001 RECOMMENDATION: Enter into the Beaches of Southern California Coalition Agreement #001. This agreement will be the vehicle through which the City may entertain a new lifeguard vehicle licensing agreement or other similar arrangement whereby the City would receive money, goods or services in exchange for marketing opportunities in the beach environment. BACKGROUND: In June of 1997, the City of Newport Beach joined the Orange Coast Marketing Coalition; a group implementation of a beach marketing program among the member cities to maximize marketing revenues and reduce costs. Through this agreement, the County of Los Angeles solicited our current Lifeguard Vehicle Sponsorship Agreement from the Chevrolet Motor Division of the General Motors Corporation. The benefits to the City are: Chevrolet provided the City with eight S-10 pick =vps and three S-10 Blazers for the past five years. The City paid 10% of the fair market lease value for each vehicle, established at $30 per month for an S-10 truck and $40 per month for a Blazer. This is a total savings of about $150,000.00 over the past four years. Each vehicle has a small (125 sq. in.) sign that reads "Chevrolet -Official Vehicle of Orange Coast Beaches." The Lifeguard Vehicle Sponsorship agreement was the only program we entered into during the tenure of our participation in the Orange Coast Marketing Coalition. Other opportunities, such as bus stop signage and trashcan liners were explored by the Coalition but Newport Beach stayed away from these high visibility ad campaigns. The Orange Coast Marketing Coalition Agreement expired three years ago. Since that time, we have been enjoying the benefits of our current vehicle agreement without being part of a marketing coalition. We have been working through the State of California to establish this new marketing coalition. The terms are relatively the same: By joining the coalition, the City will be able to take advantage of individual marketing agreements that would only be available to large market -share agencies. The City may terminate their participation in this agreement upon thirty days notice without penalty. The City may elect not to participate in any marketing concept brought forward by the coalition provided the City does not attempt to negotiate a separate agreement with the same vendor. Staff would not recommend any concept that involves a higher level of marketing than on our current vehicles. Our vehicle agreement is set to expire on December 10, 2002. We are working on a new agreement with Chevrolet to replace our current fleet of lifeguard vehicles. It is similar in concept to the existing agreement and will be presented to the City Council if you enter into this Coalition Agreement. If we do not enter into a new agreement with Chevrolet, we will need to purchase replacement vehicles this January. Attachment: BEACHES OF SOUTHERN CALIFORNIA COALITION AGREEMENT #001 THIS AGREEMENT is made and entered into BY AND BETWEEN AND AND day of 2002, STATE OF CALIFORNIA, specifically through the Department of Parks and Recreation, hereinafter referred to as "STATE' CITIES of Huntington Beach, Newport Beach, Laguna Beach, San Clemente, Seal Beach, Solana Beach, Del Mar, Encinitas, Oceanside, and Imperial Beach, all municipal corporations or general law cities, hereinafter collectively referred to as "CITIES "; COUNTY OF ORANGE, specifically the Public Facilities and Resources Department through its Harbors, Beaches and Parks Function, a political subdivision of the State of California, hereinafter referred to as "ORANGE COUNTY ". RECITALS WHEREAS, CITIES, ORANGE COUNTY and STATE are responsible for the management of coastline within Orange County, Los Angeles County, and portions 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, 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, 5009.2 and 5009.3; 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 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 Beaches of Southern California 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, STATE has the experience, ability and resources to assist CITIES and ORANGE COUNTY 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 (i) the cash revenue paid, or (ii) the fair value of products provided by a COALITION SPONSOR to a COALITION members pursuant to a MARKETING AGREEMENT, both of which the STATE may use for the funding of insurance policies, 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 and ORANGE COUNTY to maintain specialized marketing personnel on staff; and WHEREAS, this agreement is authorized by law; and WHEREAS, CITIES and ORANGE COUNTY understand that STATE has an existing marketing plan pursuant to which it seeks sponsors for advertising, sponsorship and licensing activities within its jurisdiction which are the same or similar to those contemplated herein and that this agreement in no way limits STATE or its personnel involved in providing services to the COALITION from speaking to potential sponsors of COALITION projects about marketing opportunities that are available to STATE or from entering into separate agreements with such sponsor(s). NOW,-THEREFORE, 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: AGREEMENT 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 3 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 within 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 and STATE. 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 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 STATE 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. STATE, 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. Subject to Section IV, nothing herein is intended to restrict or impede the ability of any COALITION member from entering into a written advertising, licensing, or sponsorship agreement Involving the use, on a temporary or permanent basis, of tangible or intangible property of said member independently from this agreement, provided any such advertising, licensing, or sponsorship agreement does not involve or conflict with the marketing activities included in an INDIVIDUAL MARKETING PROGRAM within which the COALITION member has indicated an intention to participate. In the event that said advertising, licensing, or sponsorship agreement does involve the marketing activities included in an INDIVIDUAL MARKETING PROGRAM within which the member has indicated an intention to participate, the COALITION member agrees to obtain the consent of any affected COALITION SPONSOR and shall require its independent advertiser, licensor, or sponsor to coordinate any marketing activities with any affected COALITION SPONSOR. The parties agree that STATE 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 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, STATE 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 STATE 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. 5 VII. Compensation to STATE under this agreement shall be limited to a percentage of the compensation paid and the fair value of products provided by a COALITION SPONSOR to a COALITION member under any approved MARKETING AGREEMENT. Such compensation may be used by the STATE to fund insurance policies and shall be calculated as follows: A. 12 % of gross marketing revenue received if paid in cash; and B. 8 % of the fair value, as mutually determined by the applicable COALITION members, of any products provided. VIII. New members maybe 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 STATE Department of Parks and Recreation, in substantially the same form as is attached hereto as Exhibit A. IX. CITIES and ORANGE COUNTY shall, to the fullest extent allowed by law, indemnify, defend and hold harmless 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 CITIES and ORANGE COUNTY of any of its various tasks under the terms of this agreement, except for its negligent acts or omissions or willful misconduct. X. STATE shall, to the fullest extent allowed by law, indemnify, defend and hold harmless CITIES and ORANGE 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 STATE of any of its various tasks under the terms of this agreement, except for its negligent acts or omissions or willful misconduct. XI. The terms of this agreement may only be amended by mutual written consent of all COALITION members. Should the STATE at any time (i) believe it will be unable to fulfill, or (ii) determine to relinquish, its role as the leader of the COALITION, it will immediately provide written notice to each COALITION member as to potential changes in its leadership status. Upon receipt of such notification, the COALITION may appoint a new lead agency, to be effective as of the date the STATE ceases to be the leader of the COALITION. 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 COALITION member. XIII. Except for the application of paragraphs IX and X, above, no party herein shall be held responsible for the actions of other members of the COALITION which may be actionable under law. XIV. STATE 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 STATE 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. IN WITNESS WHEREOF, the STATE has caused this agreement to be executed on its behalf 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. STATE OF CALIFORNIA Department of Parks and Recreation Director BEACHES OF SOUTHERN CALIFORNIA COALITION MEMBER AGREEMENT NO. 001, entered into this day of 2002. IN WITNESS WHEREOF, each party hereto has executed this Beaches of Southern California Coalition Agreement on the date set forth above. Signature of Authorized Person Print the Name of Authorized Person Title of Authorized Person Name of Agency Address Zip Code U AGREEMENT NO. 001, entered into this day of 200_. WHEREAS, there is currently in operation an intergovern mental marketing coalition known as the Beaches of Southern California Coalition; and WHEREAS, (new member) is desirous of inclusion in the Beaches of Southern California 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 Beaches of Southern California Coalition Agreement, which is incorporated herein by reference in its entirety. By signing this agreement, the Beaches of Southern California 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 Print the Name of Authorized Person Title of Authorized Person AUTHORIZED REPRESENTATIVE OF THE BEACHES OF SOUTHERN CALIFORNIA COALITION Name of Agency Address City Director of California Department of Parks and Recreation Zip Code