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HomeMy WebLinkAboutYoder's Mobile Marketing, LLC - 2012-06-18City ®f Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk June 21, 2012 Yoder's Mobile Marketing Attn: Darvin Yoder 500 E. National Highway Washington IN 47501 Dear Mr. Yoder: Enclosed for your records is a copy of the "Non -Exclusive Agreement and License By and Between the City of Huntington Beach and Yoder's Mobile Marketing, LLC to Establish a Wi Fi Hotspot and Proximity Marketing and Advertising Network in Strategic Locations Within the City of Huntington Beach." Sincerely, ian"L. Flynn, CIVIC City Clerk JF:pe Enclosure G:fo11o"p:agrmt1tr Sister Cities: Anjo, Japan ® Waitakere, New Zealand Council/Agency Meeting Held: Defer, /Continued to: AfJ' ppr ed� ❑ Conditionally Approved El Denied _ City Clerk's Signature Council Meeting Date: June 18, 2012 Department ID Number: ED 12-23 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Bob Hall, Deputy City Manager/Economic Development Director SUBJECT: Approve and authorize execution of a Non -Exclusive Agreement and License between the City and Yoder's Mobile Marketing, LLC to establish a Wi Fi Hotspot and Proximity Marketing and Advertising Network in strategic locations within the City Statement of Issue: The City Council is requested to approve a Non -Exclusive Agreement and License by and between the City of Huntington Beach and Yoder's Mobile Marketing, LLC to establish a Wi-Fi service along the beach and downtown. Financial Impact: All costs associated with the installation, maintenance and operation of the equipment and network in total will be fully funded by Yoder's Mobile Marketing, LLC. Yoder's Mobile Marketing, LLC will pay quarterly commissions to the City ranging from 15- 20% of the gross proceeds generated by advertising sales to support the network for a period of five years, with an option to renew for an additional five years. The City will pay 15% commission of all revenues from this program to Active Network, the City's municipal marketing consultant, as compensation for their efforts to secure this program as approved by the City Council on March 7, 2011. Recommended Action: Motion to: A) Approve and authorize the Mayor and City Clerk to execute the "Non -Exclusive Agreement and License By and Between the City of Huntington Beach and Yoder's Mobile Marketing, LLC to Establish a Wi Fi Hotspot and Proximity Marketing and Advertising Network in Strategic Locations Within the City of Huntington Beach;" and, B) Authorize the City Manager to execute all documents in furtherance of this Agreement. Alternative Action(s): Do not approve the Agreement and License and provide further direction to staff. HB -155- Item 11. - 1 REQUEST FOR COUNCIL ACTION MEETING DATE: 6/18/2012 DEPARTMENT ID NUMBER: ED 12-23 Analysis: In March 2011, the City Council approved an agreement with Active Network ("Active") to assist Huntington Beach in locating sponsorship opportunities for various City facilities and programs to generate additional General Fund revenue. Thus . far, two such opportunities — public recycling and beverage and snack vending - have been approved and will generate revenue for the City when implementation is complete. A further revenue opportunity has come available to provide free Wi Fi Hotspot service to the public via a sponsored network, from which the city will receive a portion of the advertising revenue. The program will enable businesses in the area to advertise on the network to attract customers in the area using the free Wi Fi service. A Request for Qualifications was released in November 2011 seeking firms interested in providing professional services related to media services, advertising, and sponsorship sales on a non-exclusive basis. The RFQ was provided to 17 firms and was publicly available on the city's Planet Bids page for a period of six weeks. Three responses were submitted, offering different types of media services. Yoder's Mobile Marketing, LLC ("Yoder's"), submitted a response offering to provide free public Wi Fi equipment, maintenance, and access in the downtown and beach area, supported by sponsored advertising from which the City would receive 15-20% of gross revenue from network ad sales. Staff has reviewed Yoder's proposal and it is recommended that the City approve a non-exclusive agreement and license with Yoder's to implement and operate this program for a five (5) year period with an option to continue for an additional five (5) years. Wi Fi will allow an electronic device to exchange data wirelessly over a computer network, including high-speed Internet connections. A device that can use Wi Fi (such as a personal computer, smartphone, tablet, or digital audio player) can connect to a network resource such as the Internet via a wireless network access point. In this case, the access points, which consist of an 18 inch roof -mounted antennae connected to and a small box containing the wireless access device, are proposed for placement at public restroom buildings along the City beach, the Main -Promenade Parking Garage, and the International Surfing Museum, with further expansion in a second phase along the coast, north of the pier to Golden West Street. The equipment will be owned, operated, and maintained by Yoder's throughout the term of the Agreement. Any person utilizing a Wi Fi equipped device may access the network free of charge to check email and browse the internet from their device, regardless of cellular/mobile carrier. When operating using the proposed Wi Fi network, their web browser will automatically open to a custom Huntington Beach "landing page" sponsored by businesses that pay a fee to Yoder's to have their business featured on the network. Yoder's will provide $45,000-$60,000 per year in ad design services to the City for purposes of featuring other content on the network, including events, and important public service information. It has become common for many municipalities and businesses — coffee shops, restaurants, malls and shopping centers, for example - to provide hotspot access as a way of attracting additional customers who wish to utilize their mobile device to access information. The proliferation of social media and mobile communication in general has created a dependency upon access to Wi Fi of this type, even at the beach. The proposed program would enable the City to expand the available amenities in the downtown while also generating revenue and providing a further opportunity for the business community to reach out to new and existing customers. Item 11. - 2 HB -156- REQUEST FOR COUNCIL ACTION MEETING DATE: 6/18/2012 DEPARTMENT ID NUMBER: ED 12-23 Initial installation locations are attached as Exhibit A to the agreement, and additional access point locations will be determined at the discretion of the City Manager. An application for a wireless permit to install the access points pursuant to the City's Wireless Ordinance is pending with the Planning and Building Department. Environmental Status: N/A Strategic Plan Goal: Enhance economic development Attachment(s): HB -157- Item 11. - 3 iATTACHMENT #1 Item 11. - 4 HB -158- NON-EXCLUSIVE AGREEMENT AND LICENSE BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND YODER'S MOBILE MARKETING, LLC TO ESTABLISH A WI FI IIOTSPOT AND PROXIMITY MARKETING AND ADVERTISING NETWORK IN STRATEGIC LOCATIONS WITHIN THE CITY OF HUNTINGTON BEACH This Non -Exclusive Agreement and License (License or Agreement), is made and entered into this 18 day of June , 20 12 by and between Yoder's Mobile Marketing LLC, an Indiana limited liability company (hereinafter "Licensee"), and the City of Huntington Beach, a charter city and municipal corporation of the State of California (hereinafter "City"). Y21fi'.C1TA1,C A. City desires to establish a Wi Fi Hot Spot proximity marketing and advertising network in strategic locations within the City (hereinafter referred to as the "Project"), for which internet access may be offered free of charge. B. City desires to hire Licensee to operate the Project, and install and maintain the equipment for the Project, in various locations in City as provided herein. C. Licensee represents that Licensee is able and willing to provide such services and to comply with the applicable regulations pertaining to such services, including but not limited to the Huntington Beach Municipal Code. D. In undertaking the performance of this License, Licensee represents that it is capable and that any services performed by Licensee under this License will be performed in compliance with such standards as may reasonably be expected from a professional in the field. In addition, Licensee has the financial, legal and technical ability to provide the services, facilities and equipment as set forth in this Agreement granting this License. E. The terms and conditions of this License are reasonable to meet the future public service advertising related needs and interests of the community taking into account the cost of meeting such needs and interests. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: This License shall commence on the date first written above and terminate on June 18, , 2017 unless terminated earlier in accordance with Section 14 below. The term may be extended for one additional five (5) year term upon mutual, written agreement of the parties. 2. GRANT OF AUTHORITY, LIMITS AND RESERVATIONS. (a) Grant of Authority. City hereby grants to Licensee, subject to the terms and conditions of this License and all applicable laws and regulations pertinent thereto, the non- exclusive right, privilege, and authority to install, operate and maintain the equipment for the 11-2806.004/79133.docx I Project within the City as further defined herein. A sketch of the specific area in which services may be provided and available during the term of this Agreement, and locations of the initially - proposed Wi-Fi Hot Spot installations subject to this License ("License Area") is attached hereto as Exhibit A and incorporated by this reference. Licensee may request the opportunity to install Wi-Fi Hot Spots in other specific locations within the area shown on Exhibit A if such installation meets all permitting, licensing and regulatory requirements. Any modification to the License Area described in this paragraph must be approved in writing by the City Manager or his/her designee. (b) Scope of License. The License is intended to convey limited rights and interests only as to those Rights -of -Way or public property in which City has an actual interest. It is not a warranty of title or interest in any Right -of -Way or public property; it does not provide Licensee any interest in any particular location within the Right -of -Way or public property; and it does not confer rights other than as expressly provided in the grant. (c) Exercise of Authority under License. This License only authorizes Licensee to provide Project related equipment and services as described herein. Neither this License nor the grant of the license shall be interpreted to prevent the City from imposing additional conditions consistent with applicable law; including additional compensation conditions for use of the Rights - of -Way or property should Licensee provide services other than those contemplated herein. (d) License Not Exclusive. The right to use and occupy the Rights -of -Way is not exclusive and does not explicitly or implicitly preclude the issuance of other licenses to provide wireless internet access, advertising or similar services within City; or affect City's right to use or authorize the use of any of its Rights -of -Way or other property by other persons as City determines appropriate; or affect the City's right to authorize itself or to permit any other business to provide other similar services. (e) Licensee Bears Its Own Costs. Unless otherwise expressly provided by applicable law or in this License, all acts that Licensee is required to perform must be performed at Licensee's own expense. (f) Advertising. City and Licensee will meet and create a schedule whereby Licensee will operate the specific services described in Exhibits A and B attached hereto and incorporated herein by reference. In addition to the services and guidelines established in Exhibit A and B, the following applies: 1. City must pre -approve all advertising at its sole and absolute discretion. All advertising shall conform to the requirements of Huntington Beach Municipal Code. Any proposed advertising shall not: a. Promote material which the City in its sole discretion determines is offensive to community standards of good taste; b. Promote companies whose business is substantially derived from the sale or manufacture of tobacco products or alcoholic beverages; sexually -oriented businesses; is in violation of any State and/or Federal law; any other industry, business or product which the city determines, in its sole discretion, is not in the best interest of the city and/or not consistent with the 11-2806.004/79133.docx 2 goals of the Program. Any exceptions to the foregoing must be approved by a majority of the City Council; (g) Land Use Permits. Licensee acknowledges and is aware that certain land use permits or entitlements may be required in order for Licensee to proceed with the Project. These permits or entitlements potentially include, but may not be limited to, a Conditional Use Permit under the Huntington Beach Zoning and Subdivision Ordinance, approved environmental documentation pursuant to the California Environmental Quality Act ("CEQA"), and others. Licensee shall obtain, at Licensee's sole cost and expense, all necessary land use permits or entitlements that may be required to proceed with the Project. 3. COMPENSATION TO CITY. Licensee agrees to pay to City a share of gross network advertising sales revenues generated by Licensee for proximity marketing advertising utilized on the Wi-Fi network. In addition, Licensee will provide the City with $5,000 per month of design and network advertisement placement across the network. City Revenue Share Percentage Gratis Network Ad Design/Placement Year 1 20% $45,000 Year 2 17.5% $60,000 Year 3 15% $60,000 Year 4 15% $60,000 Year 5 15% $60,000 Licensee shall issue payment quarterly, on the first day of February, May, August and November of each year of the Agreement. Payment shall be accompanied by statements showing all advertisers during the quarter for which payment is being issued. Payments shall be made to the City Treasurer, P.O. Box 711, Huntington Beach, CA 92648. If the payment required by this section is not received by the Finance Department within ten (10) calendar days after the end of the month for which the payment is paid, or the next business day if the tenth day falls on a weekend or holiday, Licensee shall pay the following late charge and penalty: 1) a late charge of ten percent (10%) shall be applied to any outstanding balance after any payment hereunder is due but unpaid; and 2) one and one-half percent (1-1/2%) penalty per month shall be added for each month such payment hereunder is due but unpaid. Within sixty (60) days of the end of each contract year Licensee shall deliver to City a Statement of Accounts for the preceding contract year, showing all advertisers during the preceding contract year, the gross advertising revenues received from each advertiser, and the applicable net advertising revenue for that year. The Statement of Accounts shall be prepared or approved by a certified public accountant according to customary accounting practices and shall be accompanied by a certificate of an authorized officer of licensee attesting to the truth and accuracy of the information relied upon by the accountant, according to the certifying officer's best knowledge. Further, within 60 days of the end of each contract year, in the event that the percentage revenue 11-2806.004/79133.docx 3 received by the City is less than that owed as shown in the Statement of Accounts, Licensee shall pay the difference to the City at the time of filing the Statement of Accounts. The City and its authorized agents shall be granted reasonable access during Licensee's normal business hours to all of Licensee's books, documents, papers, and records that relate to this Agreement. 4. DESIGN STANDARDS. (a). All equipment shall meet the minimum design requirements as defined by City. (b). All work performed in relation to this agreement within the City boundary shall conform to City standards including the latest edition of Standard Specifications for Public Works Construction (Green Book). (c). Each site design shall be compatible with the landscaping in its vicinity, in a manner satisfactory to City. 5. MAINTENANCE AND REPAIR. Licensee shall, at its sole expense maintain all equipment, in a neat, attractive, safe, and sanitary manner in accordance with City guidelines and to the satisfaction of the City Manager or his/ her designee. This includes, but is not limited to, cleaning of all visible surfaces. Licensee shall report all maintenance activities in the City each quarter. In the event Licensee fails to correct, repair, replace, or remove equipment as required by this Agreement, City may, at its sole discretion, cause the correction, repair, replace, or removal of the equipment. Any costs incurred by City shall be paid directly to City by Licensee within ten (10) days following receipt by Licensee of City's invoice. If payment is not received by the due date a late charge of 1.5% per month, compounded monthly, will be added. If payment is not received within 30 days of the invoice date the Licensee will be in default and the Agreement may be terminated immediately. 6. RESERVED. 7. SITE RELOCATION. The City will have the right to require the Licensee to relocate the equipment at its sole expense, for the City's convenience. The Licensee shall not relocate or remove the equipment without the City's permission. The City may require, or permit equipment to be removed or relocated if it has been demonstrated to be incapable of proper maintenance due to excessive vandalism or any other reasonable cause, including weathering or related damage due to environmental or weather conditions. "Excessive vandalism" is defined as damage inflicted to an individual equipment unit during any consecutive six (6) month period, which requires cumulative expenditures for replacement and repair that exceed the original cost of construction and installation of the unit. 11-2806.004/79133.docx 4 8. INDEPENDENT CONTRACTOR. Licensee shall, during the entire term of this License, be construed to be an independent contractor and not an employee of the City. This License is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Licensee performs the services which are the subject matter of this License; however, the services to be provided by Licensee shall be provided in a manner consistent with any applicable standards and regulations governing such services. Licensee shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 9. CONFLICT OF INTEREST CLAUSE. Licensee covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this License. 10. WAIVER. The failure of City or Licensee on one or more occasions to exercise a right or to require compliance or performance under this License, or any other applicable law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance, unless such right has been specifically waived in writing. Any waiver of a breach is not a waiver of any other breach, whether similar to or different from that waived. 11. NOTICE. Any notice, tender, demand, delivery, or other communication pursuant to this License shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Bob Hall Deputy City Manager / Director of Economic Development City of Huntington Beach 2000 Main Street Huntington Beach, CA 92647 To Licensee: Yoder's Mobile Marketing 500 E. National Highway Washington, Indiana, 47501 attn: President/CEO A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall 11-2806.004/79133 be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. ENTIRE AGREEMENT; AMENDMENT. This License represents the complete and exclusive statement between the City and Licensee, and supersedes any and all other licenses, oral or written, between the parties for the same purpose. In the event of a conflict between the terms of this License and any attachments hereto, the terms of this License shall prevail. This License may not be modified except by written instrument signed by the City and by an authorized representative of Licensee. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Licensee nor the City. Each party to this License acknowledges that no representations, inducements, promises or Licenses, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT. Inasmuch as this License is intended to secure the specialized services of Licensee, Licensee may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City at the City's sole and absolute discretion, and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this License shall be construed to limit the City's ability to have any of the services which are the subject to this License performed by City personnel or by other Licensees retained by City. 14. TERMINATION. Either party may terminate this Agreement upon sixty (60) days advance written notice to the other party. Licensee shall, at its sole cost and expense, remove all equipment prior to any termination of this Agreement. In the event that a notice of termination is delivered by either party, Licensee shall continue to comply with the payment terms of this Agreement, and shall continue to issue payment to City as scheduled for any advertising revenues earned prior to the termination date. Within thirty (30) days following the termination date, Licensee shall deliver a final Statement of Accounts to City as otherwise set forth in Section 3 of this Agreement. 15. DISCRIMINATION. Licensee shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Licensee affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11-2806.004/79133.docx 6 16. JURISDICTION - VENUE. This License and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This License has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this License shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this License. 17. PROFESSIONAL LICENSES. Licensee shall, throughout the term of this License, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Licensee shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this License. 18. INDEMNIFICATION, DEFENSE, HOLD HARMLESS. Licensee hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Licensee's employees and damage to Licensee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Licensee, caused in whole or in part by any negligent act or omission of the Licensee, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. 19. INSURANCE. (a) General Public Liability Insurance. In addition to workers' compensation and employer's liability insurance as required herein and Licensee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and furnish to City, a policy of general public liability insurance covering the Project/Service. This policy shall indemnify Licensee, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, 11-2806.004/79133.docx 7 employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or a "deductible" or any other similar form of limitation on the required coverage. (b) Workers' Compensation and Employer's Liability Insurance. Pursuant to California Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Licensee shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Licensee shall similarly require all subcontractors to waive subrogation. (c) Certificates of Insurance; Additional Insured Endorsements. Prior to commencing performance of the work hereunder, Licensee shall furnish to City certificates of insurance subject to approval of the City's Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force; and 3. promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of City. Licensee shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by City. The requirement for carrying the foregoing insurance coverages shall not derogate from the Licensee's defense, hold harmless and indemnification obligations as set forth under this Agreement. City or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. Licensee shall provide a separate copy of the additional insured endorsement to each of Licensee's insurance policies, naming City, its officers, elected and appointed officials, employees, agents and volunteers as Additional Insureds, to the City Attorney for approval prior to any payment hereunder. 11-2806.004/79133.docx 8 20. COMPLIANCE WITH LAW. Licensee shall comply with all statutes, ordinances, regulations, and requirements of all governmental entities, federal, state, county and municipal, relating to this License whether such statutes, ordinances, regulations, and requirements are now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between City and Licensee and shall be ground for termination of this License by City. 21. MISCELLANEOUS PROVISIONS. (a) Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this License, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this License. In the event that an inconsistency, conflict or ambiguity exists between the provisions of this License and the provisions of the Exhibits referenced herein, the provisions set forth in this License shall take precedence. IN WITNESS WHEREOF, the parties hereto have executed this License the date and year first above written. YODER'S MOBILE MARKETING, LLC, an CITY OF HUNTINGTON BEACH, a Indiana Limited Liability Company municipal corporation of the State of Cal' ornia Mayor to e ITS: (circle on�e)C ha reside tNice President ity Clerk AND By: P INITIA IEWED AND APPROVED: I-b-6 print name ITS: (circle one Secretary hief Financial City anager Officer/Asst. Secretary - Treasurer 61 .APPROVED AS TOO FORM: � 1.7 /U/Z-- 11-2806.004/79133.docx 9 MAR-15-2012 13:35 From:DONALDSON AGENCY 8122544676 To:17143755087 P.2/3 DATE (MMIDD(YY) A- R . 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IT S.•--•--•• 7 1• D141 ADC POLICY LIMIT f , IT s O1'NCR DaBGRIPTION OP OPCRATIONCOLOCATIONBIVOHICLO61d1ICLLOlONO ADOGD OV ENDOROMMENTIGPOCIAL PROVIGIONO Mobile marketing Additional i.onal Snew,reds: City of i-w4i.ngton Beach, Cral.i..fo niLl CERTIFICATE HOLDER ADDITIONAL INOUROD, INOUROI City O.f, Huntington Beach., CalifOXn.iFA ;AIVGCLLA I OUN OHOULD ANY OF THU ADOVC OOOCIVOGO POLICIOO qa CANCULL0 DCPORE THU UXPIRATION DATA THOROOP, THE IBOUINO IN8UR4R WILT. 11NI)OAVOR TO MAIL 0 _ DAYS WRITTEN NOTICd TO THU CORTIPICATd HOLDER NAMOD TO THG LEPT, bUT PAILURr, TO 00 SO DHALL IMPOOO NO ODIJOATION OR LIADILITY OF ANY KIND UPON THU INeunon, 1T6 AORNTS OR RGPREfl NTATIVbA• awmanlitoREPRESBNTATIV A o ACORD CORPORATION 19BO MAR-19-2012 09:31 From:DONALD50N AGENCY 8122544676 ,i Y, I, ♦Y.w ,.u• .1,1 \,Y ,./vw JJv sv J. �Y. uu.w,I,u.1 u.r Y,. I.Yn To:17143755087 P.2/5 LIGHTNING ROD MUTUAL INSURANCE CHANGE OF DECLARATIONS ENDORSEMENT . COMMERCIAL GENERAL LIABILITY Policy Number PACKLI-S 112B3772.> _ Named Insurrd YODER'S t=E-Mi1RKEYING INC l3 Address 600 E NATIONAL HIGHWAY A HINGTON __ IN 47SO1.4116 Pollcy Period: Covers From 07/29/2011 TO �071281201212'O1 A..M. Standard Timo .ffective Date ofThIs EndorGemont 03/94/2012 12:01 A.M. Slundurd Time Agent DONALDSON AGENCY INC 13 31830 Address PO, BOX 420 WASHINGTON IN 13 47601.0428 This pollLy In changed as follows: PREMIUMS OTHER P xxxxllxxrNNNNNNNxatNxNxrxNN ENDORSEMENT CHANGES ilxNxilNNxxxNBlNxNxN14NNNxNxN ITEM CGZ010 0704 HAS BEEN ADDED « 23.00 08/14/ZO12 TO 07/29/2012 A NEW COPY OF THIS FORM NA$ BEEN PRINTED ADD TERRITORY OF 006 ADD CLASS CODE OF 49950 ADD OTHER COMMISSION OF .2000 INNNNNNNxxiNMiFiiNiNxltNi1NNNNNNNIiN TOTAL NNND7MNNxNiINNxiINNMMNNNMiNIINIfNi[MIIN ADDITIONAL PREMIUM DUE S THIS IS NOT A SILL . SEE YOUR DIL1.1N0 STATEMENT 29.00 GL AM EN (00•94) DIRECT BILL CM7 12070 AOENT COPY PACK LLS 1311283772 601204412 13 00006 MAR-19-2012 09:31 From:DONALDSON AGENCY 8122544676 u]i1.714u4a MUM IVIUV VM Jju[b.1140a t;OmlTlorclai, rdx 7o:17143755Oe7 P.3/5 Cuu:aiuua POLICY NUMBER' PACKLL 391283172 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE BEAD IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the IollowingI COMMERCIAL. GENERAL l IABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Porson(s) AV AMn&.1s 4inn/n1. OFFICIALS, AOCNTS, OFFICER9,2MI)LOYCE9 9 VOLUNTURS 200 MAIN ST HUNTINOTON OUCH CA 02049 Of Covered MACH CA 020, In requlrrad to complote this Schedule, It not shown above, will be shown In the Doclaratlorls. A. Section II — Who Is An Insured Is amended to include as an uddhional Insured the porson(s) or or- gnnfztulon(s) shown In the Schedule, but only with rospecl to Ilabllify for "bodily Injury", 'property dam- age" or "personal and advertising injury' causotl. In whore or In part, by: 1. Your acts or ornlsslons; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the addltlonal insured(s) at the locHtlon(s) deslg. natal above. B. Willi respect to the Insurance afforded 10 Ihaso addfllonal Insureds, the following a ddlllonal exclu� slons apply. This insurance does not apply to "bodily Injury" or "property darnago" occurring after: 1. All work, Including maledats, pouts or oqulpmont lurnished In connection with such work, on Ilia project (other than service, maintenance or re pairs) to be pe0ormod by or on behalf of the ad- ditional insurod(s) al the locallon of the covered operations has been completed; of 2. That portion of "your work" oul of which tho Injury or damage arises has boon put to its intended iise by any person or organization other than an- other contractor or suhcunimctor engagod In por- forming operations for a principal ds a part of the same project. CO 2010 07 04 0 ISO PrOperllus. Inc,. 2004 Pago 1 of 1 0 MAR-19-2012 09:31 From:DONALDSON AGENCY 8122544676 .rr -r• w,•-w ,-.rr• �.•. .••..M• �.u�u/r eu- 4v•.u/-baVh 'YA To:17143755087 P.4/5 Wwu`r uvj LIGHTNING ROD MUTUAL INSURANCE CHANGE OF DECLARATIONS ENDORSEMENT - COMMERCIAL GENERAL LIABILITY Policy Number PACXLLS 1311283772 Named Insured YODER'S MOBILE MARKETING INC B Address BOO E NATIONAL HIGHWAY WASHINGTON 47601.4116 Paltry Period: Covors Frorn: 07/2912011TO 07/20/201212:01 A,M• Standard Time •Ifective Dale of This Endorsement 03114/2012 12.01 A M, 5landard Time Agent DONALDSON AGENCY INC 1331030 Address PO BOX 428 WASHINGTON IN 13 4YSOI.0428 This policy Is changed 89 follows; PREMIUMS OTHER PRO Rasprap�Wrawrapap�I�epllelzt�e��a� ENDORSEMENT CHANGES MpillJtlpgMpDlgldM)4pptt�peg�sa�p� ITEM CU2010 0704 HAS SEEN ADDED ® 25.00 03/14/2012 TO 07/29/201Z A NEW COPY OF THIS FORA WAS SEEN PRINTED ADD TERRITORY OF 006 ADD CLASS CODE Of 49960 >��nwm+�am�etat�wp�ae�daaeae[��sp���xwea� TOTAL t��arp�pptpt�pape�aapesa�spNppella��aetata ACCITIONAL PREMIUM DUE THIS IS NOY A BILL - SEE YOUR BILLING STATEMENT 25.00 GL AAA EN (OG-94) OIROCT BILL CM7 12070 INSURE& COPY PACK L43 1311203172 501204412 13 00003 MAR-19-2012 09:32 From:DONALDSON AGENCY 9122544676 W Ji LJ/4V 14 nvfl J U 1 ui CAA JJULO]lYON l;L1111O1VXG101 l'aX To:17143755oe7 P.5/5 ICluuai v o 2 POLICY NUMBER: PACKLLS 1311283772 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANCES T4E POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This ondoroomenl modiflns Insurnnco providod ender the folfowing COMMNACIAI_ GFNFNAI_ I..IADIL.ITY COVE RAGE PART SCHEDULE Name Of Additional Incurod Porson(s) Or Oronnizatlon(st): CITY OF HUNTINGTON BEACH IT'S LUCTED OR APPOINTLD OFFICIALS, AOEM'18, OFFICEROXMPLOVEC-8 A VOLUNTUNS 200 MAIN ST HUNTINOTON BEACH CA 92049 Information requliod to completa this Schodula, it not shown aWvej will bo shown in the Declarations,, A. Section II Who Is An Insured is amended to Include as an additional insured the person(s) or or- gantaatfon(a) shown In the Schedule, but only with rospocl to liability for "bodily Injury", "propeny dam- age" of "personal and advenising Injury" caused, In whole or in part, by. 1. Yrx,Ir acts or olnisslons, or 2. The arts or omissions of ihoso acting on your behall In tho pertormanco of your ongoing oporattons for Iho addilional insurnd(s) at the location(s) desig. nNed above,. B. With respect to the insurvloo ottoi ded to these addilional Insureds, the following additlonal exclu• lions apply:: This insurance does not apply to "bodily Injury" or "proporty dainago" occurring attar 1. All work, including materials, parts or equipment turnlshW In connection with sucn work, on the project (other than sorvico, maintenance or re- pairs) to be poiformod by or on behalf of the ad,. dlllonol Insurod(s) at file location of the covered operWlons has boon completed, or 2. That portion of "your work" out of which the Injury or damage arlsos has boon put to its intended use by any person or organization other than an. other contractor or suIxonhaotor engagod In per- forming oi)ortatlons for a principal as a part of the same project, CG 2010 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 0 MRR-15-2012 13:35 From:DONALDSDN AGENCY 8122544676 To:17143755087 P.3/3 Su f ity CITY OF H7CJI®iTI1®TG°] ON BEACH 2000 Main Street, Huntington Beach, CA 92646 hlwd.in;i n fcnch� Declaration of Non -Employer Status In order to comply with the City Council Resolution No,­6- -W you are required to provide proof of Workers' Compensation Insurance. If you have no employees, this form must be signed and returned to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 I certify that in the performance of the activity or work for which this permit is issued, l shall not employ any person In any manner so as to become subject to California Workers' Compensation Insurance requirements. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under this declaration If I hire any employee(s) or become subject to the provision of the laws requiring Workers' Compensation Insurance. Applicant/Company Name: Address: Applicant's Signature: Title: Location Signed: Date Signed: — Telephone Number: .�..^.:'4,+v,.. �,.-�.n, ,,,.,,r.,•,,,;r.,�. ,,�,,,re�„n;.,vti�,���,;,y,.^.,•`.:„�,,,,,:..,p,�..,�..,,:....,^✓. v,,,.n�...�rti,.:,,�,.`,•..✓�.•^.�`.�,•W�n .r•',•"...r,�,%le, EXHIBIT A Initially proposed installations: -Beach restrooms 1, 41 5, and 7 -Main Promenade Parking Garage -Pier Plaza -International Surf Museum EXHIBIT B Yoder's Mobile Marketing 500 E National Hwy. Washington, IN 47501 (T) 888.963.3770 (F) 812.254.8981 b December 19, 2011 Prepared for: Don Schulte — Active Network Jim Slobojan - City of Huntington Beach s�� . �Y,.,�3�-' �!s;i� t �x���"_ a"�;�.,�t:��e-:°a'E%'7P3.`�`i�ipsn".�":'�: s���;`�'iD��r=_.s.?i3�'�si�.�.,� �. _ -��x''� a� ..,; •r Cover Letter Yoder's Mobile Marketing is pleased to submit our qualifications to the City of Huntington Beach for consideration as a qualified Media Services Company for public work throughout the municipality. Specifically, Proximity Marketing services and WiFi Network access. A Proximity Marketing network is the next level by which the City of Huntington Beach can promote and profit from Mobile Advertising sales, Brand Awareness campaigns, local merchant Special Offers, promotions and other relevant content broadcasted directly to Bluetooth/WiFi-enabled devices, mainly mobile phones, within proximity of the network. To execute a successful Proximity Marketing network, you need a mobile marketing and technology partner that understands the power of the "Third Screen", your objectives, customers and how to successfully interact with them. Our Solution Our solution represents a combination of Bluetooth and WiFi Proximity Marketing devices configured for network operation. Providing a dual layer content delivery system designed to reach the largest number of wireless devices within the proposed coverage areas. Our patent pending Pro X Media Proximity Marketing System is designed to deliver results while maintaining the lowest cost of operation over large network deployments. Yoder's Mobile Marketing is uniquely qualified to provide these strategic services. We offer global network reach and local presence, combining depth of experience with responsive, flexible service. We're also the leading manufacturer of Proximity Marketing systems. But our recommendations are always based on engineering analysis, so we can guarantee the best solutions for your actual needs. Your Results By deploying a Proximity Marketing System, the City of Huntington Beach will see the following benefits: ® Free WiFi Access (hotspots) o Delivery of City and Advertiser Content to Mobile Devices. A Drive Customers to local Merchant stores and Event locations. ® Access to Affordable Advertising for local merchants. ® Improve Communication at the Beach to the 16 million + beach visitors each year. ® Provide Emergency Management/Public Announcement messages across the entire network (Weather/Surf reports, AMBER alerts, Distribute Law Enforcement Most Wanted posters, City Collateral materials, etc...). e Generate Advertising Revenue via proposed Proximity Marketing System on a Revenue Share basis. ® No Cost to the City. MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) 4i'F5''*�±i8s Official Contact and Correspondence Matt Longo 13568 Ottawa Ave., I San Diego CA 92117 (714)805-6646 "The Proposer agrees to be bound by and will comply with the terms and conditions of MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 during any awarded contract". "The Proposer has not discriminated and will not discriminate against minority, women or emerging .small business enterprises in obtaining any required subcontracts". "The Proposer acknowledges receipt of all amendments and/or addenda pertaining to MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106" Sincerely, Matt Lg go SVP Yoder's Mobile Marketing 714-805-6646 MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: F-� NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Contact Person for Agreement: Matt Longo Yoder's Mobile Marketing, LLC Corporate Mailing Address: 500 E. National Hwy City, State and Zip Code: Washington, IN 47501 E-Mail Address: matt.longo@pro-x-media.com Phone: 714-805-6646 Fax: 812-254-8981 Contact Person for Proposals: Matt Longo Title: SVP Business Telephone: 888-963-3770 Is your business: (check one) ❑ NONPROFIT CORPORATION Is your business: (check one) E-Mail Address: matt.longo@pro-x-media.com Business Fax: 812-254-8981 F-_1 FOR PROFIT CORPORATION 0 CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of Names & Titles of Corporate Board Members (Also list Names & Titles of persons with written authorizationlresolution to sign contracts) Names Title Phone Darvin Yoder CEO 812-486-8134 Matt Longo (authorized signatory) SVP 714-805-6646 Federal Tax Identification Number: 26-0777334 City of Huntington Beach Business License Number: none (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 2 of 2 Table of Contents Background Company ................................. 7 Project Approach ................................. 8 Experience ................................. 10 Clients Served ................................. 10 References ........... I ..................... 10 Staffing ................................. 11 Project Timeline ................................. 12 Maintenance Plan ................................. 13 Advertiser Advertiser Content ................................. 14 Privacy Concerns ................................. 14 Samples Sample Network Template ................................. 15 Infrastructure Network Hardware ................................. 17 Network Locations Coverage Maps ................................. 18 Appendices Appendix A Fee Proposal ................................ 20 Appendix B Cert. of Insurance ........... I ..................... 23 Appendix C Signatory ...... I .......................... 25 Appendix D Bank Reference ................................. 27 Appendix E Sole Source Letter ................................. 29 Appendix F Staff Biography ...I ............................. 31 Company Background Yoder's Mobile Marketing is a leading developer of.location-based, hyper -local advertising products and solutions that deliver rich media, and permission based messages, free of charge to cell phones and wireless devices using Bluetooth® and WiFi® connectivity. The company's patent -pending Pro X Media® Proximity Marketing hardware and web -based advertising platform combines the precision of direct marketing with a comprehensive analytic engine to deliver more cost effective and ROI-driven advertising than is possible via print, radio and television. Yoder's Mobile Marketing began in the summer 2007 as a Bluetooth® Marketing company offering location -based proximity marketing content from its broadcast hardware to handheld mobile devices. The company Quickly evolved into a manufacturer, which consists of proprietary, feature -rich, flexible and scalable hardware and software. Service areas/applications include: Shopping Malls, Stadiums and Arenas, Convention Centers, Municipalities, Educational Campuses, Entertainment Corridors, HoteUCasino and Resort Properties, Political Campaigns, Live Events and more. Project Approach What makes Yoder's unique among Media Services contractors is our project approach. We believe that the clients who have chosen us genuinely want to do something extraordinary -- and so do we. Our charge is to discover our clients' needs and desires for the project and then foster the environment that will help develop the vision, plan, and designs to make it a reality. Communication is critical to every aspect of the project. It is critical to understanding our client's needs. It is critical to developing the designs for complex network systems. It is critical to maintaining meaningful project schedules. It is critical to the commissioning process. We begin by developing a communication protocol and plan. By communication protocol, we mean an agreement by all parties in the form and manner in which important project information will be conveyed to the affected parties. For example, in most cases we have an agreement that important information is communicated in writing. We also generally ask for each organization to appoint a point -person, or project lead. In Yoder's case, all important project information is communicated to the SVP (Matt Longo), Yoder's lead, who then distributes the information to the affected parties in his organization. When the project moves into the installation phase, Yoder's Project Manager (David Sparks) will become the communication lead. Secondly, we develop a communication plan. The communication plan discusses what information needs to be shared by whom, to whom, when, and in what manner. For example, some clients want to have the project manager publish a project schedule on a weekly basis. This would go into the plan so that everyone knows the expectation. The second important thing about our approach after our obsession with communication is our holistic view of the client's facilities. We start at the 10,000 foot level, getting an understanding of the entire network footprint, and then we drill down into the individual locations, structures, and systems. By gathering the clients' managers and community stakeholders together we build a creative environment in which all contribute to shape the outcome. This approach will lead to the development of a Master Plan which greatly benefit our clients by defining a vision and setting direction for the work to follow. The development of a Master Plan is one outcome of the holistic, encompassing approach. Yoder's scope for this project will include managing all aspects of the project from design and installation to advertising sales and network operation. The primary purpose for this network environment is to promote Huntington Beach's local businesses and events, while improving communications to the 16 million + annual beach visitors, thus generating a previously unrealized revenue stream. The network footprint encompasses the City -owned 8.5 mile stretch of beaches, downtown shopping district as well as the Bella Terra shopping center. Each designated zone of coverage will offer FREE MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) WiFi hotspots for consumers to logon to and consume advertiser content as well as gain limited access to the internet. Yoder's will utilize city -owned property and structures to base the network infrastructure. Yoder's will request that a city engineer and/or maintenance staff assist in site preparation. Phase I The first phase of the project will consist of o Site preparation o Hardware provisioning o Software licensing Phase II The second phase of the project will consist of o Network installation o Testing o Commissioning Phase III The final phase of the project will consist of: o Advertising Sales o Deployment Network advertisers are subscribed to monthly advertising agreements. These agreements are 6 month and 12 month contracts. Special Event advertisers are billed at Special Event pricing. All revenues due to the City of Huntington Beach are disbursed on a quarterly basis and deposited in the account specified by the City (see Appendix A - Fee Proposal). MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) ,��"�; +".4 ab frt _N i,4 k. Experience Yoder's Mobile Marketing is the U.S. largest manufacturer of proximity marketing equipment. With proximity marketing networks around the globe, Yoder's Mobile Marketing holds a leading position in technology -driven, marketing industry, products and services. Client History Aloha Network Downtown Raleigh I Bahamas Network Alliance AdCast Blue I AdCast Blue I Broadcast Services Tourism/Shopping I Municipal I Tourism/Ent Hawaii I North Carolina I Bahamas 02/ 10/2011 1 06/07/2011 1 04/25/2011 Ongoing 1 09/25/2011 1 Ongoing 20 units 1 100 units 1 100 units Network Network Network Architecture/Installation/Administration/ Architecture/Installation/ Architecture/Installation/ Advertisement Sales/ Design Design Design Services/Consulting Services Services/Consulting Services/Consulting Services Services References 1. Tony Kittrell — (301) 370-5962 CEO I AdCast Blue 2. Cheri Lynn Martin — (615) 327-4487 Director of Brand Marketing and Strategic Partnerships Country Radio Seminar 3. Samantha Bobbitt - (812) 254-5262 Executive Director Daviess County Chamber of Commerce and Visitor's Bureau MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) RFQ Response Staffing Wd aW Matt SVP Manages the 20+ years sales Longo overall business and senior relationship, the operational communication experience process and advertising sales department. David Chief Manages the R&D 20+ years Sparks Technology and maintains the experience Officer technical aspects encompassing of Pro X Media's Information systems. Technology, Network Design; Network Development and Management Todd Chief Responsible for 20+ years Hammer Engineering Software and experience in Officer Product advanced network Engineering. engineering and product/software development Nicole Chief Manages 10 years Fish Brand marketing, experience in Officer advertising, design digital media and brand design and brand relations. management Darvin Chief Manages the 10+ years Yoder Executive operations and experience in Officer oversees the business and finances. management , experience MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yodelr's Mobile Marketing (Vendor ID: 148433) -�s�s'T.k�F.?��M#�;.?�ea��c •t-. ,..t,�:.:➢=�"���. �e �, q�_^e?.�`�",t�S%�_�. ,£ x?�-..._a�,..a:���i3e��:�'�,:c��':'Y._'��E���1i,_'.i: �,�.eP�`. Timeline Key project dates are outlined below. Dates are "best guess" estimates and are subject to change before being locked in by a binding contract. e Project Start Jan. 2 nd Mar 30 3 Months 2012 2012 Milestone 1 Jan. 2 Jan 13 2012 10 days 2012 Milestone 2 Jan 17 Jan 31" 2012 11 days 2012 Phase 1 Complete Jan 2 nd Jan 31" 2012 21 days 2012 Milestone 3 Feb Is'2012 Feb 10th 8 days 2012 Milestone 4 Feb 13 Feb 24 10 days 2012 2012 Phase 2 Complete Feb Is'2012 Feb 24 18 days 2012 Milestone 5 Feb 27 Mar 9 2012 10 days 2012 Milestone 6 Mar 12 Mar 30 15 days 2012 2012 Proj ect End Feb 27` Mar 30th 25 days 2012 2012 MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 149433) ResponseRFQ Maintenance Plan Scheduled Maintenance procedures are primarily done remotely. However, a physical on -site inspection may be periodically necessary to inspect each unit. This on -site inspection will occur on a quarterly basis. MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) --'+'t'?tfF*.L:;.J:?;,^' Advertising Content The Proximity Marketing network is primarily designed to provide Affordable Advertising to the local Huntington Beach merchants and offer visitors the ability to engage and interact with these local merchants and their content. Prohibited Content Companies whose business is substantially derived from the sale or manufacture of tobacco products or alcoholic beverages; sexually -oriented businesses, is in violation of state and/or federal law, and/or any other business, industry or product which the City determines, in its sole discretion, is not in the best interest of the City and/or not consistent with the goals of the program will be excluded from advertising materials. As such, individual advertisers must first qualify and obtain permission to advertise and the burden is on the Proposer to make sure advertisements comply with City policy and guidelines. All advertisers will be pre-screened by the Proposer. Prohibited content includes, but is not limited to; • Alcohol products • Tobacco products a Pornographic or sexually -oriented material ® Racially Offensive material o Content that discriminates any person or group of persons Privacy Concerns Privacy is an important part of our daily lives, online as well as offline, and we take this very seriously. The proposed Proximity Marketing Network requires the end user to initiate the connection to the network. In short, the end user must opt -in. Once connected, the end user can freely consume the content provided by content providers and publishers. No personal information is harvested, acquired or scrapped from the end user. Form field submissions are encrypted and securely logged in a database file that is only accessible to Yoder's Mobile Marketing staff and the advertising client, through his/her Pro X Media platform account. There is no direct connection, by the end user's device, to the infrastructure's backbone. MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) �ar�d` � `"y`. m Infrastructure Yoder's Mobile Marketing will be making a significant investment into the infrastructure of Huntington Beach. This investment consists of a hardware package valued at $125,000 and software licenses totaling $594,000 over a 60 month term. The total installation constitutes an infrastructure value of $719,000. The following represents the standard Pro X Media network hardware configuration. In effort to maintain a uniform look, the enclosures and mounting hardware can be painted to match the exterior building color. - 2.4Ghz Antenna 5.8Ghz Antenna - - LMR-195 Coax Outdoor Rated Cats Cable - Universal Mount - `V Fig 2. The secured box will contain the PXM device, the POE for the 5.8Ghz System and the power supply for the PXM. PXM riG. o will have LMR-195 Coax,going out to the omni directional antenna. It will also have a Cat 5 cable going from PXM to the -LAN" side of the POE. The POE will also have outdoor rated Cat5 cable going out to the Radio Frg. a which will be attached to the Universal Mount in Fig 2. via the POE Port. The Radio for the 5.8Ghz back haul connects directly to the antenna. MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) ,bki rihi W- rkethri'a Appendix A Fee Proposal Outline in d etail all fees to b e p aid to th e City (preference given for front 1 oaded, upfront revenue guarantees). Fees should be broken down by sub -category within the Advertising.M edia cl assification. T hese s ubcategories i nclude: O utdoor f urniture, bus shelters, bench backs, kiosks, banners, posters, vehicles, websites, sponsorships, naming rights and fixed digital displays. The undersigned hereby certifies his or her compliance with the following: "NON -COLLUSIVE PROPOSAL CERTIFICATION" By submission of this Proposal, each Proposer and each person signing on behalf of any other Proposer certifies, and in the case of a j oint Proposal, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his or her knowledge and belief: A. The prices of this Proposal have been arrived at independently without collusion, consultation, c ommunication, or a greement f or t he pu rpose o f r estricting competition, as to any matter relating to such prices with any other Proposer or with any competitor; and B. U nless of herwise r equired b y 1 aw, t he pr ices w hich have be en quot ed i n t his Proposal have not been knowingly disclosed by the Proposer and will not knowingly be di sclosed b y t he P roposer pr for t o ope ning, directly or i ndirectly, t o a ny of her Proposer or to any competitor; and C. No attempt has been made or will be made by the Proposer to induce any other person, partnership or c orporation t o s ubmit or not t o s ubmit a P roposal f or t he purpose of restricting competition. D. The undersigned has carefully examined the Proposal and License Documents and agrees to perform this 1 icense and t o provide all s ervices, 1 abor, in aterial and equipment necessary for this license' SUBMITTED BY: ( gnature) PRINT NAME Matt Longo DATE:_11/11/2011_ 10 Fee Proposal The following chart represents the Revenue Sharing proposal to the City of Huntington Beach for the initial five years of the contract. IievenueShare/o„ 'N"" Yam"' E7' _:n4 "+..t19 ",- '�5'F Network.Adverts**7- r rjG.ratis �r N ° 20% of Gross Network Ad $45 000 Sales �d 17.5% of Gross Network Ad $60,000 i'.�._•�,,'`:' Sales . k f .r 3W 15% of Gross Network Ad $60,000 Sales 'N V"-1W= 15% of Gross Network Ad $60,000 Sales ' r k 15% of Gross Network Ad $60,000 ,. Sales *The Revenue Share percentages are based on network advertising sales revenue. This revenue is mainly derived from monthly network advertising agreements. Discount programs will be offered to advertisers that are within the Huntington Beach city limits. **The Gratis Network Adverts allows for $5,000 per month of design and network advertisement placement across the network, to the City of Huntington Beach. MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ# 2011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) Pro forma Sales Summary The following table outlines the City of Huntington Beach's projected Revenue Sharing income for 2012 and the four subsequent years thereafter. Revenues illustrated in this Pro forma are derived from proximity marketing network advertising sales. Revenue Share disbursements shall be payable quarterly on the first day of February, May, August and November of each year of the Agreement. Revenue Share (HB) $81,000 $178,500 $337,500 $360,000 $360,000 Gratis Advertisements (HB) $45,000 $60,000 $60,000 $60,000 $60,000 Total Value (cashtgratis'adveris)', $126;000 ': $238,500 $397,500 $420,000` $420,000 5 Year Pro forma Deal Value: $ 1,602,000 Disclaimer: For Illustration Purposes Only. Does not constitute actual revenue. Expected Results Our analysis of the City of Huntington Beach's needs combined with our proposed solutions is expected to have the following end results: Financial Benefits The Proximity Marketing Network As illustrated in the "Pro forma Sales Summary table above, the following results are expected. Monthly Benefit (HBl 60 Month Outlook Average Cash Flow Potential $21,000+/month 60 Month Revenue Share Potential $1,317,000 Gratis Advertisements $5,000/month 60 Month Gratis Advertisements $285,000 Deal Value $26,000+/month 60 Month Deal Value $1,602,000 Disclaimer: For Illustration Purposes Only. Does not constitute actual revenue. MEDIA SERVICES, ADVERTISING AND SPONSORSHIP SALES RFQ#12011-1106 Yoder's Mobile Marketing (Vendor ID: 148433) Appendix B City of Huntington Beach Insurance Requirements 12 A OR.N CERTIFICATE OPLIABILI1'� INSURANCE DATE(MWODNY) 19-6-11 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Donaldson Insurance Agency HOLDER: THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 10 E Nat'l Hwy ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Washington, IN 47501 INSURERS AFFORDING COVERAGE INSURED INSURER A'. Western Reserve - Yoder's Mobile Marketing, Inc INSURERB: 500 E National Hwy INSURER C: Washington, IN.47501 INSURERD: INSURER E: finVFRAr.FR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT'WITH:RESPECT:.TO:WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I TYPE OF INSURANCE POLICY -NUMBER POLICY EFFECTIVE DATE MM/DD/Y POLICY EXPIRATION DATE MM/ DN LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR - - Paeklls1301283773 - 7--29--11 7-29-12 EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED EXP (Any one person) $ PERSONAL & ADV INJURY S 00 GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS •COMP/OP AGG $ 7 nnn nnn POLICY PE O LOC CT AUTOMOBILE LIABILITY ANY AUTO - COMBINED SINGLE LIMIT (Ea accident) _ $ I ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ HIRED AUTOS NON -OWNED; AUTOS. - BODILY INJURY (Per accident) $ PROPERTY DAMAGE--._:.....$ (Per accident) - ...:. GARAGE LIABILITY AUTO ONLY • EA ACCIDENT $ OTHER THAN EA ACC __ $ - - ANY AUTO $ " AUTO ONLY: AGG EXCESS LIABILITY EACH OCCURRENCE $ OCCUR l] CLAIMS MADE AGGREGATE $ $ - _ S DEDUCTIBLE - $. -RETENTION - $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY I I WC STATU- O7H- TORY LIMITS Eft E.L. EACH ACCIDENT $ u E.L. DISEASE - EA EMPLOYEq $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY, ENDORSEMENT/SPECIAL PROVISIONS- Mobile Marketing Additional Insureds*­City'of Huntington Beach, California CERTIFICATE HOLDER I ADDITIONAL INSUREM INSURER 1 ETTER' CANCELLATION City of Huntington 'Beach, California SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 20 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. A - I ED REPRES NTATIV ACORN 25-5 (7/97) 0 ACORD CORPORATION 1988 Appendix C Authorized Signatory From: Darvin Yoder I CEO Yoder's Mobile Marketing, LLC To: City of Huntington Beach Huntington Beach, CA Date: 11/06/11 RE: Authorized Signatory Letter The person named below is designated as the authorized signatory to represent Yoder's Mobile Marketing in all written communications pertaining to Yoder's Mobile Marketing's applications, proposals, contracts, agreements and memorandums relating to or arising from the City of Huntington Beach Media Services, Advertising and Sponsorship Sales RFQ # 2011-106, Matt Longo SVP Tel: (714) 805-6646 Fax: (812) 254-8981 matt. longo6i)Pro-x-media.com A tuA � rize 'g atory signature Darvin Yoder CEO 500 E National Hwy., Washington, IN 47501 (t) 888-963-3770 (1) 812-254-8981 www.pro-x-media.com Appendix D Bank Reference D NATION] December 16, 2011 RE: Darvin Yoder Lori Yoder To Whom It May Concern: Darvin Yoder, who is the CEO of Yoder's Mobile Marketing and his wife Lori Yoder have been valued customers of Old National Bank for many years. Their checking and loan accounts have been kept in a satisfactory manner. If we can be of any further assistance, please let us know. Sincerely, Kathy L. Havill Asst. Vice President KLH/rks Main Banking Center East Side Banking Center Depot Banking Center 204 E. Main St. 311 Southeast 21st St. 115 E. South St. Washington, IN 47501 -Washington, IN 47501 Washington. IN 47501 812-254-1760 81 -254-1760 812-254 I760 Shoals Banking Center Loogootee Banking Center Main St. Hwys- 231 & 50 Shoals, IN 4-581 Loogootee, IN 47553 812-247-2050 812-295-2044 Appendix E Sole Source Letter kig December 19, 2011 Re: Sole Source Letter To Whom It May Concern: This letter serves as a sole source document for products manufactured by Yoder's Mobile Marketing (YMM). The Proximity Marketing equipment is manufactured solely by YMM. YMM's equipment is protected by U.S. patent pending. To the best of our knowledge, no other vendor manufactures and distributes these or similar items. Please let me know should you need further details. Sincerely, Yoder'f Mobile Marketing I Pro X Media Yoder's Mobile Marketing 1 500 E National Hwy., Washington, IN 47501 1 Tel: 888-963-3770 1 www.pro-x-media.com Appendix F Key Staff Biography Key Staff Biography DAVID SPARKS I Chief Technology Officer Technical & Installations Mr. Sparks is the Chief Technology Officer with nearly 20 years of significant experience encompassing Information Technology, Network Design; Network Development and Management. Most recently, Mr. Sparks served as CEO of Sparks Integrated Technologies, an Information Technology based company in Washington, IN. There, he managed the day-to-day operations. This included, but was not limited to, install, setup, and monitor local area network (LAN). Perform a variety of maintenance, evaluation, installation, and training tasks to ensure LAN performance meets companies and users requirements. Mr. Sparks also had worked for the region's largest I.T. Company. Here he designed and maintained one of Southern Indiana's largest wireless internet networks. In addition, he provided technical support and management for the companies thousands of end users. Mr. Sparks was educated at the Community College of the Air Force while he served on Active Duty at Chanute AFB and also attended Parkland College in Illinois Where he received his A.A.S. degree in EET. Mr. Sparks also has acquired CompTIA: A+ Certification, CompTIA: Network+, 3M Fiber Optical Terminating, 3M BICSI Certified and Alvarion Certified Wireless Technician. In addition he also has a valid License as an Electrician. TODD HAMMER I Chief Engineering Officer Technical & Network Administration Mr. Hammer is the Chief Engineering Officer of Yoder's Mobile Marketing with over 20 years of experience in advanced network engineering and product/software development. Mr. Hammer most recently served as Senior Network Engineer for 15 years at RTC Communications, a telecommunications company, where he was responsible for engineering and deploying a wide range of Internet Service Provider products and supporting technologies, including Wireless Broadband internet, DSL internet, Fiber -To -The -Home networks and IP Television. His accomplishments at RTC include developing a complete network monitoring application, wireless radio provisioning and management infrastructure as well as many other in-house software applications. Prior to that, Mr. Hammer served in the United States Navy for 6 years as a Data Systems Technician aboard the recently decommissioned USS Kitty Hawk aircraft carrier. Mr. Hammer's technical expertise lies in Linux-based systems and all of the tools and applications inherent to the Free Software ecosystem. Mr. Hammer has acquired his Red Hat Certification. ATTACHMENT e HB —207— Item 11. - 53 WE RE City of Huntington Beach Media Serives RFQ - Vendor Dis ition List 1 .e%h,< Atomic Outdoor Media Inc John Kubota 877-923-2668 14252 Culver Drive, Suite A 28T JohnK(a),atomicoutdoor.com Irvine, CA 92604-0317 Avant Outdoor Advertising Jacko Luong 800-560-4282 12865 Brookhurst Street info(a)avantoutdoor.com Garden Grove, CA 92840 Billboard Connection Brian Alexander 310-429-3900 1015 Gayley Ave., Suite 500 balexander(s�)BillboardConnection.com Los Angeles, CA 90024 Ultimate Outdoor Advertising Attn: Corporate Sales 949-723-9311 503 32nd #100 robert(a)californiaoutdoor.com Newport Beach, CA 92663 CBS Outdoor Bryan Canley 323-222-7171 1731 Workman Street bryan.canley(o)cbsoutdoor.com Los Angeles, CA 90031 Clear Channel Outdoor Lynn Palmer 858-292-2000 9660 Granite Ridge Drive lynnpaimer(a)clearchannel.com San Diego, CA 92123 Lamar Outdoor Advertising Ray Baker 877-655-2627 5670 Wilshire Blvd. Suite 1690 rbaker(c)lamar.com Los Angeles, CA 90036 Linder Advertising: Out -of -Home Jeff Linder 714-685-2821 1382 Valencia Ave, #H jlinder(a)absoluteexhibits.com Tustin, CA 92780 ON Media Group Attn: Corporate Sales 866-821-8684 5850 W. 3rd Street, #349 info(a7)deadonmarketing. corn Los Angeles, CA 90036 Orange County Billboards.com Jeff Harvey 714-318-1209 P O Box 1024 jeffharvey(a)ocbiIIboards.corn Orange, CA 92865 Radiant Outdoor Tim Kennedy 516-429-0990 5514 Caruth Blvd tim(r)radiantoutdoor.com Dallas, TX 75209 Radiant Outdoor Brad Berkley 214-675-1007 5514 Caruth Blvd bberkleyaa)silvertipvgntures.com Dallas, TX 75209 U.S. Outdoor David Bryman 310-482-6845 1201 Alta Loma Road dbryman a-)usintimedia.com Los Angeles, CA 90069 JC Decaux Franciois Nion 213-608-0900 318 E 5th Street francois.nion(a�icdecauxna.com Los Angeles, CA 90013 Western Outdoor Chris Macchio 714-376-0175 10152 Bonser Avenue westoutdoor(cbaol.com Garden Grove, CA 92840 Elite Media Chad McCullough 702-492-0654 chad.mccullouah(Delitemediainc.corn o2O Corporation Ray Mario 949-371-5558 PO Box 5757 ray.mario a o2ocorp.rom Newport Beach, CA 92662 o2O Corporation Robert Curtis 949-322-0282 PO Box 5757 robe rLcurtis(a)o2ocorp.corn Newport Beach, CA 92662 TextWeb Marketing Marc Hanna 720-309-9148 3809 Winona Ct, Suite 1 textweb marketing a-)gmail. corn Denver, CO 80212 12012