HomeMy WebLinkAboutECOMEDIA, LLC - FORMERLY ADOPT-A-WATERWAY - 2007-05-21Council/Agency Meeting Held:
Deferred/Continued to:
gAppr ved ❑ Conditionally Approved ❑ Denied it ler Sig ure
Council Meeting Date: 5/21/2007 Department ID Number: PW-07 020
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONOABLE MAYOR A D CIT G UNCIL MEMBERS
SUBMITTED BY: PENELOPE C LBRETH-GRA?DRECTOR
ITY ADMMIINa I�ST TOR
PREPARED BY: ROBERT F. BEARDSLEY, PEPUBLIC W KS
SUBJECT: Approve an Agreement Between the City of Huntington Beach and the
EcoMedia Organization
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: The EcoMedia (formerly Adopt -A -Waterway) Program will provide the
City funding to support water quality programs and projects throughout the City, including
those required by the City's municipal stormwater National Pollutant Discharge Elimination
System Permit (NPDES) and other discretionary urban runoff and stormwater pollution
prevention and improvement projects.
Funding Source: No funds are required at this time. The program is a minor source of
water quality revenue, anticipated to generate approximately $25,000 per year.
Recommended Action: Motion to:
Approve and authorize the Mayor and City Clerk to execute an Agreement for an
Environmental Protection, Watershed Restoration, Air Quality Improvement, and Greenspace
Preservation Funding Program with EcoMedia.
Alternative Action(s): Do not approve the agreement and direct staff to take a different
course of action.
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 5/21/2007 DEPARTMENT ID NUMBER: PW-07 020
Analysis: Through the agreement, the EcoMedia organization will continue to manage the
program currently ongoing under the Adopt -A -Waterway program. Since May 2002, the City
has been participating in the Adopt -A -Waterway program. The City's program started as a
pilot program and has generated over $33,000 in funds for water quality projects and
programs. The organization's name was recently changed to EcoMedia to capture the
expansion of the program from solely having a water quality focus into a more inclusive
program also addressing energy, air and green space.
The new program will run in the same manner as the existing program with potential for
additional types of outreach and education. EcoMedia has indicated they anticipate a more
successful program for future years, generating more revenue from sponsorships than in the
past. Although the funds generated can be used for energy, air and greenspace related
projects, staff's intent is to continue to use the funds for water quality related projects and
programs due to the number of unfunded high priority projects and the opportunity to
leverage this funding with other funding sources for the continued improvement and success
in this important area.
As in the past, EcoMedia will solicit private firms for funds to be used by the City to conduct
environmental activities, specifically, stormwater pollution prevention activities. In exchange,
the firms will be recognized for their contributions through visible displays of their corporate
logo, along with a brief environmental awareness public service message. These displays of
high quality signs and banners will appear throughout the City in locations on major streets
and highways.
EcoMedia seeks funds from private corporations to pay for efforts to reduce the amount of
polluted urban runoff. The private corporations, in turn, receive advertising, signage and
promotional recognition within the City. Displays of a corporation's logo are placed on signs
and banners. Through the EcoMedia Program, 50% of the advertising revenue raised would
be committed to the City and 50% would be retained by EcoMedia to cover the costs of
operating the program. Through EcoMedia, the private corporations would pay for the
design, production and installation of the signs. The City would have no direct costs
associated with the implementation of the EcoMedia program. Use of the funds is very
flexible, with the only requirement being that the funds be used for urban runoff or storm
water pollution prevention and mitigation. Funds raised through the EcoMedia program can
be directed in various ways, including but not limited to:
• The installation of water quality structural devices along with their associated
maintenance costs.
• The development and implementation of several pollution -prevention, educational
outreach programs (restaurant outreach, an educational video, brochures and
pamphlets).
• Hiring environmental consulting firms to advise the City on structural and non-structural
solutions to storm water problems.
-2- 5/7/2007 10:54 AM
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 5/21/2007 DEPARTMENT ID NUMBER: PW-07 020
Funding expenses associated with "dry weather urban runoff diversion" projects.
Funding expenses associated with stormwater infrastructure maintenance and
operation activities.
Staff is recommending that an approximate revenue target of $50,000 per year be the goal of
the EcoMedia program. Of this total revenue, the City would receive $25,000 for stormwater
pollution prevention activities, and the EcoMedia organization would receive $25,000 for
administrative and overhead costs. The proposed five-year agreement calls for the
placement of signs and banners within the City. The City has complete authority to approve
the private corporation -advertising sponsors. The City also has complete authority over all
aspects of the design, size, wording, and placement of signage.
EcoMedia is responsible for working with the private corporations to design, produce and
install acceptable signage. EcoMedia is also responsible for removing signs in the event of a
sponsor change or program termination. The attached proposed agreement between
EcoMedia and the City provides the complete terms of the agreement.
The program is unique because it benefits municipalities, corporations and, most importantly,
the environment. EcoMedia is currently implementing programs in the cities of Redondo
Beach, Long Beach, and Hermosa Beach.
Strategic Plan Goal:
This project meets several of the City's Strategic Plan goals; including, improving the City's
plan for funding and completing infrastructure needs, preserving the quality of our
neighborhoods, creating an environment that promotes tourism and also provides quality
public service with the highest professional standards to meet community needs.
Public Works Commission Action:
Environmental Status: Not Applicable
Attachment(s):
1. Agreement for an Environmental Protection, Watershed
Restoration, Air Quality Improvement, and Greenspace
Preservation Fundinq Proaram
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ATTACHMENT #1
AGREEMENT FOR AN ENVIRONMENTAL PROTECTION, WATERSHED
RESTORATION, AIR QUALITY IMPROVEMENT, AND GREENSPACE
PRESERVATION FUNDING PROGRAM
This agreement for an environmental protection, watershed
restoration, air quality improvement, and ree space preservation funding
program (this "Agreement") is dated 05 A00 for reference purposes
only and is entered into by and between: The City of Huntington Beach, a
municipal corporation of the State of California, acting by and through its
Department(s) of Public Works and having a principal place of business at
2000 Main Street, Huntington Beach, CA 92648 ("Cit and EcoMedia, LLC,
a California limited liability company having an office and principal place of
business at 9.19 Manhattan Avenue, Suite 100, Manhattan Beach, California
90266 ("EcoMedia"), with reference to the following facts:
RECITALS
A. City wants funding from sources other than its tax revenues to
mitigate the existence and effects of storm water runoff quality, air quality
problems, and green space reduction within City's geographical boundaries,
and to promote public awareness of local water, air and green space quality
issues through education.
B. EcoMedia has developed the ECOZONE® program (the
"Program") to fund Citys' environmental programs. Environmental partners
consisting of private business entities interested in sponsoring and otherwise
being associated with environmental progress ("Environmental Partners" or
"EPs") pay for (i) signs to be installed on City -owned property, with a portion
of the sign sponsorship fees being paid to City for its storm water, air quality
and greenspace improvement projects, and (ii) other types of media, the
distribution of which may help City to meet certain aspects of its public
education requirements under the Clean Water Act, Clean Air Act, other and
any other applicable statutes and regulations governing City's obligations to
provide environmental clean-up or education relating to clean water, air,
and/or green space.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1.1 Purposes. The parties acknowledge and agree that they are entering
into this Agreement for the purposes of (i) raising funds to mitigate the
existence and effects of urban pollution including storm water runoff, air
emissions, and the reduction of green space within City's geographical
boundaries and to mitigate these effects on the local environment, and (ii)
promoting public awareness of storm water quality, clean air quality,
greening projects and other environmental issues through education.
1.2 The Program. The goals and objectives of this Agreement will be
pursued through the implementation of the Program in City. The Program is
described as follows:
The Program consists of a series of actions and methods that
are designed to generate funds from private sponsors (i) to promote
the reduction of urban environmental pollution, including storm water
runoff, air emissions, and the reduction of green space, all generated
or otherwise existing within City's geographical boundaries, and (ii) to
educate the public concerning these environmental problems. This is
achieved by giving these sponsors recognition without out of pocket
cost to City through the posting of attractive pro -environmental signs
and messages on City property. As owner and operator of the
program, EcoMedia will gather and analyze the street layout of City
and will review traffic counts on City streets to determine the most
appropriate locations for signs. Based on this information, EcoMedia
will develop a list of sites located on City -owned property at which
signs bearing EcoZone's pollution messages can be displayed and seen
by many people. The signs may include one of EcoZone's
trademarked slogans, such as "EcoZone" and will include an approved
environmental action message, EcoZone's name and logo, the sign
sponsor's name and logo, and City's logo.
Not later than ten (10) days after the effective date of this
Agreement, EcoMedia shall commence to solicit Environmental
Partners to sponsor the program within City's boundaries, and shall,
with all due diligence, attempt to finalize agreements with such
Environmental Partners for the payment of sign sponsorship fees on an
agreed number of signs or view. All signs will be located at "Approved
Locations" (as hereinafter defined). In exchange for allowing the
placement of these signs in the agreed identified locations, City shall
receive fifty percent (50%) of all "Sign Sponsorship Fees," as defined
in Section 3.1 of this Agreement, for use solely as provided herein.
EcoMedia will also offer to Environmental Partners that agree to
sponsor signs in City the opportunity to underwrite the cost of
publishing environmental messages within City's boundaries in other
media.These other forms of media may include, without limitation,
cable television and radio public service commercials and other
educational media (collectively, "Other Media"). If any Other Media is
distributed within City's boundaries, City may, at EcoMedia's election,
receive certain payments with respect thereto.
EcoMedia shall be solely responsible to'install, maintain, repair
and remove all media used in the Program through its agents,
employees, and/or subcontractors.
EcoMedia's business methods and the EcoZone° Program are
protected by patents and trademarks, copyrights, confidentiality
agreements, trade secret rights, and other legal protections. EcoMedia
is the sole owner of all sponsorship media and content utilized in the
Program (except content provided by City or any. EP) including,
without limit, all signs, public service commercials, broadcast media,
Internet microsites and URLs, and all print media.
1.3. Term. This Agreement shall be effective on the date it has been
signed by both parties and City has passed any needed resolution or other
authorization required by applicable law. This Agreement shall continue for
an initial term of five (5) years from the commencement date or, if later,
from the day that City has approved at least 35 sign locations. Unless either
party provides written notice to the other party of its election to terminate
this Agreement at the end of the initial term (which notice must be given at
least 180 days before the end of the initial term), this Agreement shall, upon
the fifth anniversary of its effective date, automatically renew for one
additional term of five (5) years commencing immediately upon the
expiration of the initial term. For purposes of this Agreement, the word
"term" shall refer to the initial term plus any extension term.
1.4 Termination Clause. This Agreement may be terminated at any time by
mutual consent of the parties, or by either party upon sixty (60) days notice
to the other party.
2. Implementation of the Program
2.1 Agreement to Implement the Program. EcoMedia agrees to
implement and administer the EcoZone° Program within City's boundaries in
accordance with the terms and conditions of this Agreement. EcoMedia
acknowledges and agrees that, throughout the term of this Agreement,
including any extension term, it will diligently and continuously pursue the
successful implementation and operation of the Program within City.
2.2 Environmental Partners
(a) Sponsorship Agreement. Attached hereto and
incorporated herein as Exhibit A is the current version of EcoMedia's standard
Sponsorship Agreement for execution by and between EcoMedia and
Environmental Partners for the sponsorship of signs and Other Media to be
used in City ("Sponsorship Agreement").
(b) EcoMedia to Seek Environmental Partners. Throughout
the term of this Agreement, EcoMedia will diligently seek sponsors to
underwrite the cost of preparing and distributing in City, at no cost to City,
signs and Other Media that can be used to meet aspects of the City's
environmental education goals..
(c) City Approval of Environmental Partners. Before
EcoMedia enters into a Sponsorship Agreement with a proposed EP, EcoMedia
will deliver to City a request for approval of the proposed EP. City may
approve or reject any proposed EP in its sole discretion, provided, that City
shall not unreasonably reject a proposed EP and shall deliver its decision to
EcoMedia within fifteen (15) calendar days of its receipt of EcoMedia's written
request. If City has not delivered its decision within such 15-day period, the
proposed EP shall be deemed to be approved for all purposes under this
Agreement. City will not be obligated to disclose its reasons for approving or
rejecting any proposed EP.
(d) Subsequent Disapproval of Environmental Partners.
Notwithstanding the provisions of 2.2(c), above, City may, at any time after
the execution of a Sponsorship Agreement, require that EcoMedia terminate
such Sponsorship Agreement with respect to City and, in such case, City shall
not be obliged to disclose its reasons for requesting such termination. To
implement any such requested termination City shall provide EcoMedia with
written notice specifying the EP whose Sponsorship Agreement is to be
terminated with respect to City. EcoMedia shall terminate its Sponsorship
Agreement with the EP with respect to City within thirty five (35) calendar
days of EcoMedia's actual receipt of notice from City. Within sixty calendar
(60) calendar days from the date of EcoMedia's actual receipt of City's notice
that such EP's Sponsorship Agreement shall be terminated with respect to
City, EcoMedia will (i) remove all signs in City bearing the terminated EP's
logo, and (ii) terminate the further publication and/or distribution of all Other
Media bearing the terminated EP's logo within City's geographical boundaries.
2.3 Media Specifications and Approval
(a) Sign Specifications and Approval. All signs installed
within City pursuant to Sponsorship Agreements shall substantially and
substantively comply with the design, size, specifications, and messages set
forth in Exhibit B. Material deviations from those provisions must be
approved in advance by City, which approval shall not unreasonably be
withheld, and which approval shall be granted or refused within thirty (30)
calendar days following the submission of same to City. If City does not
grant or refuse its approval within such 30-day period, the deviation shall be
deemed to be immaterial.
(b) Sian Locations. EcoMedia has submitted to City a list of
proposed sign locations in City. City hereby approves the sign locations
described in Exhibit B. EcoMedia may subsequently deliver to City additional
lists containing additional proposed sign locations. City will not unreasonably
withhold its approval of any additional proposed sign location and will deliver
its decision on additional proposed sign locations to EcoMedia within thirty
(30) calendar days of its receipt of EcoMedia's proposed list. If City does not
grant or refuse its approval on any additional proposed sign locations ("'Open
Locations") within that 30-day period, the Open Locations will be deemed to
be approved. Any express approval by City under this Section will also be
deemed to include a representation by City that it has full authority to grant
EcoMedia the right to use each expressly approved location for the term of
this Agreement, not subject to further licensing, permitting, or other
compliance with otherwise applicable or potentially applicable City rules or
regulations. If an agency other than the city itself (ie: Caltrans) is engaged
by the City in order to secure appropriate approval of proposed locations, the
City shall have sixty (60) calendar days to grant or refuse approval of these
locations. All sign locations proposed by EcoMedia and approved by City, as
provided herein, are referred to herein as "'Approved Locations." In return
for "Sign Sponsorship Fees" (as defined in Section 3.1, below) paid to
EcoMedia, Environmental Partners will be shown as sponsors on signs
installed by EcoMedia at the Approved Locations selected by EcoMedia.
Communication between the City and EcoMedia regarding potential locations,
including official approval of any and all sign locations at any time, may be
by email.
In its discretion, EcoMedia may select and use up to _5_ of the
Approved Locations to display signs promoting the EcoZone program itself.
These signs will generate no Sign Sponsorship Fees ("Promotional Signs") but
are expected to expedite and maximize the Program's public education
benefits to City and to promote the Program and the participation of
Environmental Partners, all to the benefit of City.
(c) Other Media Specifications and Approval. The substantive content of
all Other Media shall be first approved by the City. For all Other Media that
EcoMedia desires to distribute in City or bearing City's endorsement,
EcoMedia will first submit outlines of the proposed Other Media to City for
City's conceptual review and input. City shall provide its approval or
disapproval as soon as reasonably possible and not later than thirty (30)
calendar days following the submission of same to City.
2.4 Media Production and Maintenance. EcoMedia will be
responsible for the design, fabrication, and installation of all signs used -in the
Program. EcoMedia will promptly repair or replace signs that are damaged or
destroyed at no cost to City. EcoMedia will promptly 'repair and restore
public property and/or public improvements that are damaged or destroyed
during the installation and/or maintenance of all signs used in the Program,
at no cost to City. EcoMedia will be responsible for the design, production
and deployment of all Other Media used in the Program.
2.5 Removal of Media upon Termination. Within sixty (60) calendar
days of the termination of this Agreement, EcoMedia will remove all of each
EP's signs from City and terminate the use of each EP's Other Media in City.
Upon the termination of this Agreement and the associated removal of signs,
and to the extent the installation of signs has materially altered public
improvements (e.g., where the installation of a sign post or pole in a
concrete sidewalk), EcoMedia will restore and repair all public improvements
(e.g., remove sign posts and repair the sidewalk) to their former condition to
the reasonable satisfaction of the City and at EcoMedia's sole cost. If
EcoMedia fails to perform such restoration work within 60 days of termination
of this Agreement then the City may do so itself and EcoMedia shall
reimburse the City for all reasonable costs so incurred. Notwithstanding the
foregoing, the City understands that to the extent signs need only be
removed from City posts or poles to which they have been strapped or
otherwise affixed, EcoMedia may simply neatly un-strap or otherwise remove
the signs in full discharge of its duties under this paragraph 2.5.
3. Payment; City's Use of its Revenues
3.1 Sign Sponsorship Fees. All Sponsorship Agreements entered into
by EcoMedia and EPs will include a signage component, and this signage
component will be the primary focus of the program in the City in order to
maximize funds raised for environmental projects in the City. EcoMedia will
charge Environmental Partners "Sign Sponsorship Fees" for signs displayed in
City. These Sign Sponsorship Fees will be not less than Two Hundred Fifty
Dollars ($250) per month per sign unless City gives its advance, written
consent to a lesser amount. EcoMedia will seek to determine the value of
these signs and to charge higher prices where advisable. For each month
that EcoMedia displays an EP's logo on a sign in City, EcoMedia shall pay City
50% of the total Sign Sponsorship Fees that EcoMedia receives from the EP
with respect to that month's display of that sign. Other than Promotional
Signs, all EcoMedia signs installed in the City will have EP logos, and Sign
Sponsorship Fee payments from these EPs shall be due to the City. The term
"Sign Sponsorship Fees" includes all payments, but only all payments,
received by EcoMedia from an EP for the right to sponsor a sign in City.
"Sign Sponsorship Fees" does not include any amounts received by EcoMedia
from an EP that EcoMedia is required to pay to third parties on behalf of the
EP including, without limit (i) any taxes collected from an EP with respect to
or as a part of such payments, and (ii) any. brokerage or agency fees payable
to a media brokerage firm or advertising agency. Sign Sponsorship Fees also
do not include amounts paid to EcoMedia for related services, such as the
design, installation, and maintenance of signs, as provided in greater detail
below. The remaining 50% of the Sign Sponsorship Fees received by
EcoMedia from an EP for signs displayed in City shall be retained by EcoMedia
as compensation for implementing and administering the Ecozone° Program
within City.
City understands, acknowledges, and agrees that as part of an EP's
participation in the Program in City and to insure that the Program is
operated in a consistent and professional manner, EcoMedia will perform
certain services for the Environmental Partners, for which EcoMedia will
receive revenue from the Environmental Partners other than Sign
Sponsorship Fees. These additional services will include, without limitation,
fees for (i) designing, manufacturing and installing the signs sponsored by
the EP and implementing the Environmental Partners' participation in the
Program in City, and (ii) inspecting, repairing and, when necessary, replacing
signs. In addition, EcoMedia may perform other services for Environmental
Partners related to the Environmental Partners' participation in the Program,
as requested by an EP. The fees received by EcoMedia for these services to
Environmental Partners are referred to as "Additional Service Revenue."
EcoMedia's receipt of Additional Service Revenue shall not reduce the Sign
Sponsorship Fees EcoMedia charges to Environmental Partners or City's 50%
share of the Sign Sponsorship Fees EcoMedia collects, and EcoMedia's receipt
of Additional Service Revenue shall not increase the revenues to which City is
entitled hereunder.
3.2 Collection of Sign Sponsorship Fees. EcoMedia shall diligently
attempt to collect all Sign Sponsorship Fees due from Environmental Partners
according to the payment terms provided in the signed Sponsorship
Agreements. If such fees are not received when due, EcoMedia will seek
payment and may exercise its rights upon default by the sponsor under the
sponsorship agreement, including its right to remove any or all signs bearing
the EP's name and corporate logo. City has and shall have no right to
enforce the Sponsorship Agreements, or any of them, as a third party
beneficiary or otherwise, and shall not seek to exercise any such right.
3.3 Payments to City. EcoMedia shall pay to City the City's share of
all Sign Sponsorship Fee collections within thirty (30) days of the end of each
calendar quarter, i.e., payments shall be due by April 30, July 31, October 31
and January 31 of each year during the term of this Agreement.
When it makes each quarterly payment EcoMedia will deliver to City a
Municipal Payment Letter, in substantially the form attached hereto in Exhibit
C, showing: (i) the names of all Environmental Partners that sponsored signs
displayed in City during the reporting quarter; (ii) the term of all such
Environmental Partners' Sponsorship Agreements; (iii) all amounts received
from each such EP during the quarter for that quarter's sign displays within
City; and (iv) all amounts being paid to City with respect to signs displayed
during that quarter. Along with the Municipal Payment Letter, EcoMedia will
provide to City a Quarterly Activity Summary in substantially the form
attached hereto in Exhibit C. The City will complete and return the Quarterly
Activity Summary to EcoMedia by the indicated due date.
3.4 Payments to City for Other Media. City and EcoMedia
understand and agree that the City may share in potential revenue from
Other Media, at EcoMedia's election exercised in its sole discretion, but that
City is not promised, guaranteed, or legally or equitably entitled to any
revenue from Other Media.
3.5 City's Use of its Revenues. City agrees to dedicate and use all
of its revenues that are distributed to it by EcoMedia under this Agreement
solely to comply with its obligations under environmental laws and
regulations, and for environmental projects and education programs relating
to air quality, water quality, emissions control, and green space preservation.
City remains fully responsible for its own compliance with applicable laws, for
strictly complying with this and all related limitations on its use of Program
funds, and for determining for itself the extent of any credit or credits, or
other benefit or benefits, it may be entitled to receive under various
environmental laws for actions undertaken in connection with, or funded by,
the Program. EcoMedia makes no, and disclaims all, representations and/or
warranties concerning the foregoing, or any of it.
3.6 Termination Costs. Upon the termination of this Agreement,
City recognizes that EcoMedia will incur certain costs to remove all of its
signs in City. EcoMedia estimates that these costs will be approximately
$100 per sign (collectively, for all signs displayed in City at the time this
Agreement is terminated, the "Termination Costs"). EcoMedia is authorized
to deduct one-half of the Termination Costs from the final payment owing to
City. Upon the termination of this Agreement, EcoMedia and the
Environmental Partners will bear all costs of terminating use of the Other
Media in City.
4. License to Enter Property. City hereby grants EcoMedia and its
employees, agents and contractors a license, for the entire term of this
Agreement and for sixty (60) days thereafter, to enter into and occupy all
Approved Locations for the sole and limited purpose of performing
EcoMedia's obligations under this Agreement including, without limit, its
obligation to install, maintain, and remove signs. Notwithstanding the above,
City shall be entitled to impose reasonable limitations on EcoMedia as to
time, duration, and mode of entry to minimize any potential disruption of
traffic or services and/or noise in the vicinity of such Approved Locations, in
the event these issues are of legitimate concern. City will execute and
deliver a short confirming letter and any other documents (written further
assurances) that EcoMedia reasonably requests from time to time to confirm
this grant.
5. Audit and Inspection Riahts
5.1 City's Audit Right. During the term of this Agreement and for
one (1) year thereafter City shall have the right, once annually, on a date
reasonably agreed to by the parties and within thirty (30) calendar days of
City's written request to EcoMedia, to audit and inspect all contracts between
EcoMedia and Environmental Partners for signs installed in City, and all books
and records reflecting payments made by EP's thereunder.
5.2 EcoMedia's Inspection Right. During the term of this Agreement
and for one (1) year thereafter EcoMedia shall have the right, on a date
reasonably agreed to by the parties and within thirty (30) calendar days of
EcoMedia's written request to City, to inspect and copy City's books and
records to the extent reasonably necessary to confirm City's use of its share
of Sponsorship Fees has complied with the limitations required by this
Agreement. EcoMedia may exercise this right once in each calendar year.
City will make available to EcoMedia any and all information that EcoMedia
reasonably requests to enable it to perform any such inspection and copying
within the limits specified above.
6. Breach of Aareement
6.1 Right to Terminate Agreement. In the event of a material
breach of this Agreement, the non -breaching party may give written notice of
the breach to the other party, which party shall then have sixty (60) calendar
days (or such longer period as the breaching party, proceeding with
reasonable diligence, may require) from receipt of the written notice to cure
the material breach ("Cure Period"). If the material breach is not cured
within such Cure Period, the non -breaching party may, at anytime thereafter,
terminate this Agreement, effective as of the day the non -breaching party
gives written notice of termination to the breaching party, provided that
EcoMedia shall then have 60 days to remove signs as provided hereinabove.
6.2 Limitation of Liability. Notwithstanding anything contained in
this Agreement to the contrary, EcoMedia shall not be liable to City with
respect to any breach of this Agreement under any contract, negligence,
strict liability, or other legal or equitable theory for (i) loss of profits; (ii)
exemplary, special, incidental, or consequential damages; or (iii) cost of
procurement of substitute programs or services, regardless of whether
caused by intentional or negligent acts or omissions of EcoMedia or a third
party. This limitation will apply notwithstanding any failure of essential
purpose of any limited remedy provided herein.
6.3 Damages for EcoMedia's Breach. Because the Program has
been structured to generate revenues for City without out-of-pocket cost to
City, City agrees that the liability of EcoMedia to City for any breach of this
Agreement shall be limited to the third party costs incurred by City as a
direct result of EcoMedia's breach. In no event will EcoMedia be liable to City
for any claim of lost revenues or lost profits except to the extent that
EcoMedia has collected Sign Sponsorship Fees and failed to deliver City's
share to City.
7. Exclusivity. During the term of this Agreement (including any renewal
term) City agrees that it will not implement or contract with any person or
entity other than EcoMedia to implement or provide to City a program or
service substantially similar to the Ecotone° Program that relates to the
acceptance of sponsorship funds from private sources for the reduction of
urban environmental pollution. Notwithstanding the above, however,
EcoMedia acknowledges and agrees that City will, during the term of this
Agreement, continue its efforts to secure funding from sources other than
local tax revenues to fund environmental programs, including those
mitigating urban environmental pollution, including storm water runoff, air
emissions and the reduction of greenspace, which sources may include, but
shall not be limited to, grants, gifts and donations. Currently existing
corporate sponsorship and/or partnership programs within the City of
Huntington Beach including Simply Green (Beach Clean Ups) Nissan
(lifeguard trucks) Coca-Cola (vending machines) are exempt from this
exclusivity requirement.
8. Insurance Requirements
8.1 EcoMedia agrees to procure and maintain insurance naming City
as an additional insured, as provided and described in Exhibit D hereto. City
shall impose no other insurance requirement on EcoMedia during the initial
term of this Agreement.
8.2 City shall notify EcoMedia in writing if, following the initial term
of this Agreement, it wishes to impose any insurance requirements more
stringent than those provided in Exhibit D. Any more stringent insurance
requirements shall be applicable to EcoMedia only if they are generally
applicable to all contractors providing services to City. If the more stringent
insurance requirements are applicable to EcoMedia and if EcoMedia does not
deposit with City revised certificates of insurance incorporating the more
stringent requirements within sixty (60) calendar days of EcoMedia's receipt
of notice from City (or such longer period as EcoMedia, proceeding with
reasonable diligence, shall require), City may terminate this Agreement on
thirty (30) calendar days' written notice to EcoMedia but said termination
shall be City's sole remedy — EcoMedia shall not be deemed in breach
hereunder as a result of not complying with the more stringent insurance
requirements, and shall not be liable for damages of any kind relating to its
failure to obtain such additional insurance.
9. Non -Liability of City Officials and Employees. No official or employee
of City shall be personally liable to EcoMedia for any default or liability of City
under this Agreement.
10. Independent Contractor. EcoMedia and City agree that EcoMedia and
its officers, employees, agents, subcontractors and/or consultants are
independent contractors and not employees of City or any department,
agency or unit thereof. In accordance with their status as independent
contractors, EcoMedia covenants and agrees that neither EcoMedia nor any of
its officers, employees, agents, contractors, subcontractors and/or
consultants will hold themselves out as, or claim to be, officers or employees
of City or any department, agency or unit thereof.
11. Compliance with Law. EcoMedia shall comply with all applicable laws,
ordinances, codes, and regulations of federal, state, and local governments
in the performance of its obligations under this Agreement including, but not
limited to, those applicable to EcoMedia as an employer of labor.
12. Ownership of Work Product and Intellectual Property.
12.1 EcoMedia understands and agrees that any information,
document, report or any other material whatsoever which is given by City to
EcoMedia is and shall at all times remain the property of City. EcoMedia
agrees that, without the written consent of City, which may be withheld or
conditioned by City in its sole discretion, it will not use, display or otherwise
disseminate to third parties any such information, document, report or
material for any purpose other than in connection with the performance of its
obligations under this Agreement.
12.2 City understands and agrees that the Program and all signs,
displays and Other Media that are a part of the Program or are otherwise
created or developed by or at the direction of EcoMedia (including, without
limit, the EcoZone° Program logo or trademark) and all information
contained in such signs, displays and Other Media, shall for all purposes be
deemed the sole property of EcoMedia. City agrees that, without the written
consent of EcoMedia, which may be withheld or conditioned by the EcoMedia
in its sole discretion, it will not use or have any rights in any such information
or any such sign, display or Other Media (including without limit, the
EcoZone° Program logo or trademark, and the Program itself).
Notwithstanding the foregoing, and with the prior written consent of
EcoMedia, City may continue to use and disseminate any print media
provided by EcoMedia after the termination of this Agreement unless this
Agreement is terminated by EcoMedia because of City's material breach.
12.3 Further Assurances. Each party will execute and deliver any
document reasonably requested by the other to confirm the intention or
implementation of this Section 12.
14. Notices. All notices shall be in writing and shall be both (i) faxed and
(ii) personally delivered or sent by nationally -recognized express delivery
courier (such as Federal Express) to the below listed addresses.
If to EcoMedia, LLC
EcoMedia
919 Manhattan Avenue, Suite 100
Manhattan Beach, CA 90266
Attn: Chief Operating Officer
Fax:310-374-2213
With a copy, not itself constituting notice to
Chris Kelly
Loeb&Loeb, LLP
10100 Santa Monica Blvd., Suite 2200
Los Angeles, CA 90067-4120
Fax 310-919-3857
If to City City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Robert F. Beardsley, PE
With a copy, not itself constituting notice, to
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Jennifer McGrath
Notice shall be effective on receipt of the latest of the four copies required
above (fax and mail to each of the party and its attorney).
15. Licenses, Permits and Fees. City waives all Licenses and Permits
otherwise required for EcoMedia to perform under this agreement. City shall
facilitate and manage EcoMedia obtaining any licenses and permits that are
required for EcoMedia to operate within City notwithstanding the foregoing
waiver. All fees and costs of obtaining all such licenses and permits, if not
waived by this paragraph, shall be offset by EcoMedia against the first funds
otherwise owed and payable to City hereunder, which funds and payment(s)
shall be diminished in that amount.
16. Time of Essence. Time is of the essence in the performance of this
Agreement.
17. Assignment, Delegation and Subcontracting
17.1 Assignment of Agreement. EcoMedia shall not assign this
Agreement or any rights under it without prior written consent of City, which
shall not be unreasonably withheld or delayed, provided that, if any such
consent is denied or delayed more than 30 days then EcoMedia shall have
the right to terminate this Agreement on thirty (30) calendar days' notice to
City. Notwithstanding the foregoing, EcoMedia shall have the unrestricted
right to assign this agreement to any successor entity.
17.2 Delegation of Duties. Except as provided in Section 17.3,
below, EcoMedia shall not delegate any of its duties under this Agreement
without the prior written consent of City, which shall not unreasonably be
delayed or withheld. No delegation of duties will relieve EcoMedia from its
obligation to perform the delegated duties. Any assignment of rights or
delegation of duties under this Agreement without the prior written consent
of City (except as permitted by this Section 17) is void.
17.3 Subcontractors. City understands that EcoMedia will work with
various contractors to perform its duties with respect to the Program
including but not limited to local contractors who will work within City's
boundaries to install, maintain, and remove signs. EcoMedia understands
and agrees that for the purposes of this Agreement, all work performed by a
subcontractor shall be deemed work performed by EcoMedia and EcoMedia
shall insure that such subcontracted work is subject to the relevant and
material terms and conditions of this Agreement. City agrees to accept
performance by these subcontractors as performance by EcoMedia.
18. Representations and Warranties. Each party represents and warrants
to the other as follows, effective on the effective date hereof:
() Such party has full legal authority to execute and deliver
this Agreement, to perform its obligations hereunder, and to consummate
the transactions contemplated hereby.
O The execution and delivery by such party of this
Agreement, and the performance by it of its obligations hereunder, have
been duly and validly authorized by such party, no other legal action by such
party being n cessary.
(
) This Agreement has been duly and validly executed and
delivered by such
party and constitutes the legal, valid and binding obligation
of the such pa
y enforceable against it in accordance with its terms, except
as such enforcement
may be limited or otherwise affected by (i) general
principles of e
uity, whether applied by a court of law or equity; and (ii)
applicable ban
ruptcy, insolvency, reorganization, receivership, fraudulent
conveyance, rT
oratorium and other similar laws affecting the rights and
remedies of cr
ditors generally.
19. Indemnification for Third Partv Claims
19.1 E
oMedia's Basic Indemnity Obligation. In addition to, and not
in limitation of
the insurance provisions contained in Exhibit D, EcoMedia
agrees that except
for the amount, if any, of damage contributed to, caused
by, or resulting
from the actions or failures to act of City, its officers,
employees or
igents, EcoMedia shall indemnify, defend and hold harmless
City, its officer
, elected officials, employees and agents, all at EcoMedia's
sole cost and Expense,
from and against any and all liability to third parties
(including, without
limit, all related damage, claims, demands, costs,
judgments, fees,
attorney's fees or loss), arising directly or indirectly out of
the negligent
r intentionally wrongful performance or the negligent or
intentionally w
ongful failure to perform hereunder by EcoMedia, its
employees, su
contractors or other third parties under the direction or
control of Eco
iledia.
19.2 Additional Indemnity regarding_ Intellectual Property Rights.
EcoMedia also agrees to indemnify, defend and hold harmless City for any
and all damages, liabilities, losses and expenses arising out of any third party
claim that EcoMedia's intellectual property infringes upon an intellectual
property right of the third party. If such a claim is made, EcoMedia agrees to,
use its reasonable efforts to continue to use its intellectual property in City,
or to modify or replace it. If City determines that none of these alternatives
is reasonably available, City may require EcoMedia to cease using the
challenged intellectual property in City. In that event, City and EcoMedia
each may terminate this agreement immediately without any payment,
liability, or penalty.
19.3 City's Indemnity Obligation. City agrees that except for the
amount, if any, of damage contributed to, caused by, or resulting from the
actions or failures to act of EcoMedia, its officers, employees, contractors, or
agents, City shall indemnify, defend and hold harmless EcoMedia, its officers,
managers, employees and agents, all at City's sole cost and expense, from
and against any and all liability to third parties (including, without limit, all
related damage, claims, demands, costs, judgments, fees, attorney's fees or
loss), arising directly or indirectly out of the negligent or intentionally
wrongful performance or the negligent or intentional wrongful failure to
perform hereunder by City, its employees, subcontractors, or other third
parties under the direction or control of City.
20. Modification. This Agreement may be modified only by a written
agreement executed by City and by EcoMedia.
21. Governing Law. This Agreement shall be construed in accordance with
the laws of the State in which City is located.
22. Interpretation. This Agreement has been negotiated between the
parties and their legal counsel and shall be read and construed reasonably
and plainly, as though jointly drafted, and not against either party to it.
23. Preservation of Agreement. Should any provision of this Agreement be
found invalid or unenforceable as written, that provision shall be reduced,
limited, or severed only to the minimum extent necessary to make it valid
and enforceable, and that provision shall be enforced as so reduced or
limited. In addition, any such reduction, limitation, or severance shall affect
only the provision in question, and all remaining provisions shall remain
enforceable on the terms provided in this Agreement.
24. Entire Agreement. This Agreement (including its Exhibits) contains the
parties' entire agreement regarding the subject matter hereof, and
supersedes all prior or contemporaneous agreements, discussions,
representations, and understandings, oral and written, between the parties,
with respect to the subject matter hereof. Each party to this Agreement
acknowledges that representations by any party not embodied herein, and
any other agreements, statements, or promises concerning the subject
matter of this Agreement not contained in this Agreement, are superseded
and shall have no force or effect. In the event of any conflict between the
terms of this Agreement and the terms of any Exhibit or attachment hereto,
it is understood that the terms of this Agreement shall control with respect to
any interpretation of the meaning and intent of the parties.
25. Attorneys' Fees. In the event of litigation between the parties to this
Agreement, arising out of or in connection with this Agreement each party
shall bears its own fees and costs, such that the prevailing party shall not be
entitled to recover its attorney's fees and costs from the non -prevailing
party.
26. Waiver. Failure of either party to insist, in any one or more instances,
upon strict performance of any term or condition herein contained shall not
be deemed a waiver or relinquishment of such term or condition, but the
same shall remain in full force and effect. Acceptance by either party of any
work or the payment of any fee or reimbursement due hereunder with
knowledge of a breach of any term or condition hereof, shall not be deemed
a waiver of any such breach and no waiver by the accepting party of any
provision hereof shall be implied.
27. Third Parties. Nothing herein is intended or shall be construed to
confer upon or give to any third party or its successors and assigns any
rights, remedies or basis for reliance upon, under or by reason of this
Agreement.
[Signature page follows]
28. Multiple Copies, Faxed Signatures. This Agreement may be executed
in two or more counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument. Faxed signatures
shall have the effect of original signatures.
EcoMedia,
A Cali is iu,m
.Lia ility Co ai
ByCc U.
Its: C ry
CITY OF HUNTINGTON BEACH
A California municipal corporation
!APPROVED AS TO FORM: ITIAT D AND APP ED:
7 Q. o /
y Attorney L 4birector of Public Works
REVIEWED AND ,APPROVED:
ity Administrator
16
LIST OF EXHIBITS
Exhibit Description
A Form of Sponsorship Agreement
B Approved sign specifications, size, design,
messages and locations
C Municipal Payment Letter and Quarterly Activity
Summary
D Insurance Provisions
EXHIBIT A
Form of Sponsorship Agreement
(Eco�zone'
ECOZONE SPONSORSHIP AGREEMENT
919 Manhattan Avenue, Suite 100
Manhattan Beach, CA 90266
(800)890-1185 Fax (310) 374-2213
-e a.
Sponsor:
Agency:
First Name Last Name Phone IFax lEmall
Sponsor Contact:
Agency Contact:
Billing Contact:
Billing Address (Street):
Billing Address (City, ST):
Billing Address (ZIP):
Artwork Contact:
Proofing Contact:
Combined Sponsorship & Production Fees Reference #:
Market, State
Si nage Type
BMP
Messa a
Scheduled
Start Date
End Date
Total
Sponsorship
Fees
Total
Production
Fees
Total Sponsorship
and
Production Fees
Total Sponsorship and Production Fees I
EO
$0
$0
Contribution to Municipalities - - $0
Note: All Sponsorship and Production Fees are Net to fie Buyer
Terms of Payment
Due
Date(s)Payments
Initial
Additional
Pa menu
Total
Payments
Production Fees
Production Fees (Maintenance)
Sponsorship Fees (Deposits)
Sponsorship Fees (Banners)
Sponsorship Fees (Traffic Signs)
Total Sponsorship and Production Payments so] EO
$0
EcoMedia ('EC") will provide confirmation of the actual start date. Sponsor/Agency must cleaver to EC all artwork, formatted to conform to EC's production requirements, by the Artwork Due Date. Any delay by the
Sponsor/Agency in delivering arNrork or ap
Sponsor/Agency has read and accepts this Agreement including Me Terma and Conditions attached to this Agreement. The person signing fw Sponsor cerbnas Mat he or she is authorized to enter info Mis
Agreement on behalf of Me Sponsor: This Agreement
Sponsor Agency
Signature Title
Agreement Page i of 4
EcoMedia, LLC
Signature / Account Executive Contract Date: 6/6120M
TERMS AND CONDITIONS — GENERAL
Submission of a signed agreement (AareemenC) for sponsorship of any EcoMedia.('°) media constitutes acceptance of the following terms and conditions. No terns or conditions in any insertion
orders, instructions or documents other than the Agreement will be binding on EC unless EC agrees to such terms and conditions in writing.
1. SPONSOR'S TRADEMARKS: INDEMNITY. Sponsor represents and warrants to EC that (I) Sponsor has right to use, title and interest in and to the trademarks, logos, service marks or other -
identifying material of Sponsor to be used by EC under the Agreement (collectively, the "Trademarks"); (ii) neither the Trademarks nor the use to be made of the Trademarks under the Agreement will
conflict with any right of any other person or entity; and (iii) Sponsor has the right and authority to license EC to use the Trademarks as contemplated in the Agreement and to enter into and perform
the Agreement. Sponsor's Trademarks are and shall remain Sponsor's property and Sponsor shall take all steps reasonably necessary to protect Sponsor's Trademarks as it deems desirable and
through reasonable prosecution of infringements. Sponsor will indemnify, defend and hold harmless EC and its officers, managers, members, agents and employees, from and against any and all
liability, loss, claims and/or actions (including, without limit, all judgments, costs, expenses and reasonable attorneys' fees) arising out of (i) EC's use of the Trademarks or any materials supplied by or
licensed by Sponsor or its agency, or (ii) Sponsors breach of the Agreement.
2. TERM AND RENEWAL. The Agreement will continue for an initial term commencing on the date it is binding on EC and, unless earlier terminated by EC, it will continue through the End Date of
the last media utilizing Sponsors Trademarks. By their mutual execution of a Renewal Agreement, the parties may renew the Agreement for an additional term of whatever length is specified in the
Renewal Agreement. EC will give Sponsor reasonable advance notice of any increase in Sponsorship Fees for the renewal term.
3. APPROVALS. EC will send Sponsor a digital confirmation verifying each media. Sponsor will inspect the digital confirmation within three (3) days of receiving ft. Unless within that period
Sponsor gives written notice to EC specifying any objection, that media shall be conclusively presumed to have been inspected and approved by Sponsor for all purposes, including, without limit,
appearance, content and use.
The design and content of the Sponsors artwork, the entire content of EC's media containing Sponsor's Trademarks, and Sponsor, are all subject to approval by EC and by each government in
which the Sponsors Trademarks are to be utilized ("GovemmenY). Each Government's decisions on the acceptability of Sponsor and of each and every aspect of EC's media containing Sponsor's
Trademarks are final and without any liability to Sponsor, its agency, or any other party. If any artwork or content is rejected, Sponsor will be solely responsible for providing acceptable replacements.
Sponsor may not make changes in sponsorship artwork or content after EC has received from Sponsor a signed production approval.
4. PAYMENT. Sponsor agrees to pay all amounts required under the Agreement, including reasonable legal fees and expenses of collection. Monthly Sponsorship Fees for each media will be bille.
commencing with the Scheduled Start Date. However, if the first use of a media containing Sponsor's Trademarks is delayed through no fault of either party, monthly Sponsorship Fees for that media
will be billed commencing with its first use. Payments are due within thirty (30) days of the billing date. EC will quote and invoice in net terms. No agency commission is payable, and EC will not
grant any discounts on, media Sponsorship Fees or Production Fees. Late payment will be subject to a $25 service charge plus interest at twelve percent (12%) per annum (or such lower rate as is
the maximum allowed under the laws of the state in which the Sponsor is based) until paid in full. Sponsor acknowledges that Production Fees are not refundable, in whole or inpart, .in any
circumstance. "Production Fees" include EC's charge to design, produce, install, ship, insure and terminate the use of Sponsors Trademarks in EC's media. Production Fees also include any
additional charges assessed by EC to repair, modify or replace EC's media containing Sponsors Trademarks. Sponsor understands that only its monthly signSponsorship Fees will be shared with
Governments and that Production Fees will not be shared with Governments.
5. BREACH OF AGREEMENT. Upon any breach by Sponsor, EC shall be relieved from its obligation to continue to utilize any of Sponsors Trademarks in EC's media. In addition to any other
amounts or remedies to which it may be entitled, upon Sponsors breach, EC shall be entitled to recover from Sponsor all damages and all costs, expenses and legal fees EC reasonably incurs in
connection with such breach. -
6. EARLY TERMINATION OF AGREEMENT. In the event that Government terminates its contract with EC, EC reserves the right to cancel or terminate someorall of the Agreement at any time,
without cause and without liability, even if EC has previously acknowledged, accepted and performed the Agreement. This may include, without limit, cancellation or termination at the request of, and
only with respect to, one or more Governments in which Sponsors Trademarks are used. It may also include complete or partial termination of the use of any or all media containing Sponsors
Trademarks in one or more Governments. In the event of a partial termination of sponsorship opportunity, and in the event EC, Sponsor and any affectetl Govemment, each acting in its sole
discretion, agree to replacement sponsorship opportunities within thirty (30) days of the termination, the Agreement shall be deemed amended as necessary to implement the agreed replacement
sponsorship opportunities. If such an agreement is not reached in that 30-day period, the following shall apply: charges for services completed hereunder with respect to the terminated portion of the
Agreement shall become immediately due and payable; quoted rates will apply; Sponsors payments will be pro -rated, refunded or credited as necessary; and Sponsor shall have the benefit of the
same rates it would have been charged had the Agreement been completed as originally contracted.
EC also reserves the right to cancel or terminate the Agreement at any time, without liability, upon default by Sponsor in the payment of invoices or upon any other breach of the Agreement. If EC
cancels or terminates the Agreement by reason of Sponsor's breach then, in EC's sole discretion (i) all Sponsorship Fees for the remainder of the term shall be immediately due and payable, and (ii)
EC may pursue any remedy legally available to it.
In the event of a material breach by EC in performing the Agreement, Sponsor may cancel or terminate the Agreement by giving written notice to EC but only tt EC has failed to cure the material
breach within thirty (30) days of receiving a written notice detailing the alleged breach. The liability of EC for any act, error or omission for which it may be held legally responsible shall not exceed the
Sponsorship Fees paid by Sponsor for the media affected by the act, error or omission. In no event shall EC be liable for any indirect, consequential, special or incidental damages, including, but not
limited to, lost income or profits.
7. EC'S PROPRIETARY RIGHTS. Sponsor acknowledges that EC's business methods and the Adopt -A -Waterway program are protected by numerous patents and trademarks, as well as by
confidentiality agreements, trade secret rights and other legal protections. Sponsor acknowledges that EC is the sole owner of all sponsorship media and content utilized under the Agreement
(except that content provided by Sponsor) including, without limit, all signs, public service commercials, broadcast media, Internet microsites and URLs, and all print media. Sponsor also
acknowledges that EC has exclusive control of all media and content utilized under the Agreement induding, without limit, all signs, public service commercials, broadcast media, Internet microsites
and URLs, and all print media. Sponsor will not do or assist others in doing anything that may infringe upon EC's rights. Sponsor will not use EC's name, logo or media without EC's prior written
permission for each such use. -
B. NO ENDORSEMENT. EC's acceptance of Sponsor's sponsorship message and/or Sponsors Trademarks for use in EC's media does not constitute an endorsement of Sponsor, or of the
message, product or service featured.
9. EC'S USE OF CONTRACTORS. Sponsor consents that EC may have third parties assist it with any and all aspects of EC's duties under the Agreement including, without limit, the design,
production, distribution, installation, repair, replacement, maintenance and disposition of EC's media incorporating Sponsor's Trademarks.
10. CHANGE IN AGENCY. Sponsor shall promptly notify EC of any change in Sponsors advertising agency
11. INCIDENTAL USE OF SPONSOR'STRADEMARKS. During the term of the Agreement (including theterm of any Renewal Agreement), and for a period of five (5) years following the
termination of the Agreement, Sponsor grants EC permission to use Sponsor's Trademarks and the materials EC develops on behalf of Sponsor in EC's marketing, promotional and developmental
efforts.
12. AMENDMENT: ENTIRE AGREEMENT. No amendment or modification to the Agreement shall be binding upon the parties unless made in a writing and signed by both parties. The Agreement
contains the entire understanding of the parties with respect to the subject matter thereof and supersedes all prior or contemporaneous communications, representations or understandings, either ora
or written, relating to the subject matter thereof.
13. BINDING EFFECT. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, Sponsor may not
assign the Agreement or any of its rights or obligations thereunder.
14, NOTICES. All notices required or permitted to be given under the Agreement shall be in writing and shall be valid and sufficient if addressed to the parties at the addresses provided on the front
of the Agreement and (i) sent by registered or certified mail, postage prepaid, (ii) deposited with a nationally -recognized overnight delivery service (such as Federal. Express), or (iii) sent by confirmed
facsimile transmission. Any party may change its address by a notice given to the other parties in the manner set forth above. Notice given as herein provided shall be effective three (3) days after
mailing, one (1) business day after deposit with an overnight delivery service, or upon completion of a confirmed facsimile transmission.
15. FORCE MAJEURE. The Agreement and the obligations of the parties shall be subject to war, acts of public enemies, strikes or other labor disturbances, fires, floods, acts of God.. and any other
causes of like or different kind beyond the control of the parties, and the parties shall be excused from any failure to perform any obligation to the extent such failure is caused by any such
contingency.
16. NO WAIVER. No failure or delay on the part of either party in the exercise of any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such
right or privilege preclude other or further exercise thereof or of any other right or privilege.
17. GOVERNING LAW. The Agreement shall be governed by the laws of the state of California. If any provision of the Agreement is held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Contract Date: 6/6/2006
Sponsor/Agency Initials:
Agreement Page 2 of 4
�Eco�ZonO
ECOZONE SPONSORSHIP AGREEMENT
EcoMedia
1,
919 Manhattan Avenue, Suite.100
Manhattan Beach, CA 90266
a ratr-
Sponsor:
Agency:
Sponsorship Fees (see Order Detail for sign location specs) Reference fi:
TRAFFIC SIGNS
Market, State
BMP
Message
Scheduled
Start Date
End Date
Total
Months
Unit
Quantity
Monthly
Sponsorship
Fees Per Unit
Total
Sponsorship
Fees
BANNERS
Market, State
BMP
Message
Scheduled
Start Date
End Data
Total
Weeks
Unit
Quantity
Weekly
Sponsorship
Fees Per Unit
Total
Sponsorship
Fees
Total Sponsorship Fees
$0
Contribution to Municipalities $0
Production Fees (see Order Detail for sin production specifics) Reference p:
Market, State
BM
Messa a
Signage
Type
Sponsor
Artwork
Due Date
Unit
Quanti
Production
Fees
Per Unit
Maintenance
Fees
Per Unit
Total
Production
Fees
Total Production
$0
Total Outdoor Sponsorship and Production Fees
$0
Note: All Sponsorship and Production Fees are Net to the Buyer
ADDITIONAL TERMS AND CONDITIONS — SIGNS
1. SIGN MAINTENANCE. EC will provide annual inspection and cleaning for each sign bearing Sponsor's Trademarks. In addition, if any sign bearing Sponsors Trademarks is damaged or lost,
EC will repair andlor replace the sign, as determined by £C In its sole discretion. If any sign bearing Sponsors Trademarks is damaged or lost for any reason, it shall not be deemed a breach of the
Agreement and shall not give Sponsor the right to terminate the Agreement.
2. UNAVAILABLE LOCATIONS. If EC is unable to implement an agreed location, or if an agreed location is withdrawn by Government or if an agreed location otherwise becomes unavailable, it
shall not be deemed a breach of the Agreement and shall not give Sponsor the right to terminate the Agreement.
3. ADJUSTMENTS UPON LOSS OF SPONSORSHIP. If any loss of sponsorship occurs, whether caused by damage to or loss of a sign, an unavailable location, or any other reason (whether or
not caused by EC). EC shall not be in default and Sponsor shall not be relieved from its obligation to pay the amounts owing hereunder. In such event, EC shall make an appropriate equitable
adjustment in the sponsorship terms which, in its sole discretion, may include any one or more of the following: (i) replace non -implemented, withdrawn or unavailable locations with equivalent or
better locations in Government in accordance with EC's prices and classifications, (ii) extend the term of the Agreement to provide an equivalent amount of sponsorship at the agreed locations($) or
replacement Vocations(s) designated by EC of equal or greater value in Government in accordance with £C's prices and classifications, (iii) terminate some or all of the Agreement, andlor (iv) refund a
proportionate amount of any prepaid Sponsorship Fees. -
Contract Date: 6/6/2006
Sponsor/Agency Initials:
Agreement Page 3 of 4 -
OeOzdne
ECOZONE SPONSORSHIP AGREEMENT
EcofVietha
919 Manhattan Avenue, Suite 100
Manhattan Beach, CA 90266
Sponsorship Fees Reference #:
Market, State
Creative
Execution
Scheduled Stag
Date
End Date
Total Weeks
On -Air
Unit
Quantf
Average Sponsorship Fees
Per Unit
Total
Sponsorship Fees
Total Sponsorship Fees $0
*Estimated per current market conditions and avallabilib". Final number of units may vary (+1-10%) and will be based on actual flight timing and channel selection.
Recommended schedule to be presented by EC and approved by Sponsor a minimum of three (3) weeks prior to scheduled start date.
A minimum of two (2) weeks' lead-time is required to aaommodate flight date shift requests from the Sponsor.
Note: All Sponsorship and Production Fees are Net to the Sponsor
Production Fees Reference #:
Creative Execution
Artwork /Content
Due Date
Proofing Due
Date
PSC Usage fees
Per Unit
Tag Unit
Quanti
Tagging Fees Pe
Unit
Sales Tax (/
applicable)
Total
Production Fees
Total Production Fees $0
Total Television Sponsorship and Production Fees SO
Note: All Sponsorship and Production Fees are Net to the Sponsor
ADDITIONAL TERMS AND CONDITIONS — TV, CABLE, AND RADIO
1. SCHEDULE. VERIFICATION AND RECONCILIATION. Affidavits from each broadcast provider ("System") are expected to be received by EC within ten (10) days of the Gose of each broadcast
month. System affidavtls are expected to identify the System, the date and exact time of Sponsors public service commercial broadcasts ("PSCs"), the length of each of Sponsor's PSCs, the cost of
each of Sponsorsro . PSCs and (if a commercial de identifying any PSC was supplied), the commercial code for each of Sponsors PSCs. System affidavits are expected to state that the reported
dates and times for all broadcasts were taken from System's official log, as maintained by System. These affidavits, or any substantially similar statements, when swom by System shall be the
affidavits of performance and be proof of performance.
Based on those affidavits, EC will periodically deliver to Sponsor reports summarizing and reconciling, for each System, ordered broadcast time and actual broadcast time. These reports will state (i)
all delivered broadcast media for the period covered by the report, (ii) a cumulative balance of scheduled versus delivered broadcast media, (iii) the broadcast media Sponsorship Fees paid under the
Agreement for the period covered by the report, and (iv) a reconciliation of the paid Sponsorship Fees versus the delivered broadcast media for the period covered by the report.
2. BROADCAST CANCELLATION OR RESCHEDULING. Sponsor understands and agrees that System and any Government in which a broadcast is to occur will each have the right to cancel or
require the cancellation of the proposed broadcast of any PSCs featuring Sponsors Trademarks,. in their sole discretion and without liability to EC, Sponsor or its agency. In the event of any
cancellation Sponsor shall be charged at the same rates which would have been charged if there had been no cancellation. EC shall not be liable to Sponsor or its agency for any failure to broadcast
regardless of the reason.
Sponsor understands that each System shall also have right to cancel and reschedule any broadcast or portion thereof covered by the Agreement in order to broadcast any program that, in System's
absolute discretion, it deems to be of public significance. In any such case, System will notify EC and EC will promptly inform Sponsor and/or its agency of the cancellation and proposed
rescheduling.
3. PUBLIC SERVICE COMMERCIAL CONTENT. All PSCs used under the Agreement shall be prepared and owned by EC. All expenses connected with the delivery of PSCs to System and with
return there from shall be paid by EC. Sponsor will be solely liable for any damages resulting forth any delay or inability to broadcast caused by EC's failure to receive such materials from Sponsor or
its agency in a timely fashion.
Sponsor acknowledges that System and each Government may accept or reject any proposed PSC, in their sole discretion. If proposed PSC is rejected, EC, Sponsor and Sponsor's agency will work
together to develop acceptable material as quickly as possible. If revised materials are not accepted by the System all relevantGovemments within ninety (90) days of the initial rejection, the
proposed broadcasts of the rejected material shall be cancelled.
Note: All Sponsorship and Production Fees are Net to the Sponsor
Contract Date: 6/6/2006
Sponsor/Agency Initials:
Agreement Page 4 of 4
EXHIBIT B
Approved Sign Specifications, Size, Designs, Messages and Locations
EcoZone"
LIGHT POLE/UTILITY POLE SIGN SPECIFICATIONS AND SCHEMATIC
SUB: .080 AI
FACE/GRAPHICS: • 3M S
RE}I
• UV II
• 3M F
MOUNTING: MOUN
BANDI
STEEL
BUCKI
BRACF.
LEG B]
EcoMediiY
►IV-1 Wil
99
SIGN SAMPLES
n 4y
GREEN SPACE
ENERGY
SIGN SAMPLE IN CONTEXT
TWO
EcoMedia'
EcoZone`�
A MARKETING PARTNERSHIP FOR THE ENVIRONMENT
Environmental Action Message (EAM) by Zone
ENGLISH SPANISH
o Gleaner Air Ahead ': Air Mas Limpio fths Adelante
❑ Share a ride
❑ Properly maintain your vehicle
❑ Use public transportation
❑ Ride your bike
❑ Combine car trips
❑ Walk when you can
❑ Use energy efficient products
❑ Turn off lights
❑ Unplug appliances
❑ Insulate your home
❑ Set your thermostat properly
0 Greener Spaces Ahead
❑ Respect parks and open space
❑ Use pesticides carefully (sparingly)
❑ Use natural herbicides
❑ Plant native trees and flowers
❑ Don't litter
624
Cleaner water Ahead
❑ Sweep sidewalks
❑ Don't dump into storm drains
❑ Conserve water
❑ Pick up after your pet
❑ Don't over -water your lawn or garden
❑ Reduce, Reuse, & Recycle
Compartir un viaje
❑ Mantener su vehiculo correctarnente
❑ Usar el transporle publico
❑ Montar su bicicleta
❑ Combinar excursions de auto
❑ Caminar cuando pueda
..,M ifs 'w..< u..'M-`•. o- a n":';. a, Energia,aria Rdelaarlt w.,
❑ Usar productos •eficientes•en-energia
❑ Apagar las lutes
❑. Desenchufar los aparados
❑ Aislar su casa
❑ Poner su termostato correctamente
❑ Respetar los parques y.zonas abiertas
❑ Usar los pesticides -con cuidado
❑ Usar herbicidas naturales
0 Sernbrar arboles y fiores nativos
❑ No ensucie
029
Adelante
$arrer las aceras
❑ No tire basura en los drenajes
❑ Conservar el agua
❑ Recoger los deschos de su mascota
❑ No riegue-demasiada zu cesped ni jardin
I. I
❑ Reduzca, reuse �& reticle
EcoZone Js the fiagsnip program of EcoMed is
Eco V
Market
Item ID
Calrans"
Basic Location Description
DEC
Availability
Sponsor
BMP Message
Huntington Beach
CA1803-001-TS
X
PCH near Huntington St. East
49,462
Available
Huntington Beach.
CA1803-002-TS
X
PCH near Huntington St West
49,462
Available
Huntington Beach
CA1803-003-TS
X
PCH near 8th St East
49,462
Available
Huntington Beach
CA1803-004-TS
X
PCH near 8th St West
49,462
Available
Huntington Beach
CA1803-005-TS
X
PCH near 19th St East
49,462
Available
Huntington Beach
CA1803-006-TS
X
PCH near 19th St West
49,462
Available
Huntington Beach
CA1803-007-TS
lBrookhurst St near Hamilton Ave East
18,040
Available
Huntinaton Beach
CA1803-008-TS
Brookhurst St near Hamilton Ave West
18,302
Available
Huntington Beach
CA1803-009-TS
Brookhurst St near Adams Ave East
14,694
Available
Huntington Beach
CA1 803-01 0-TS
Brookhurst St near Adams Ave West
29,159
Available
Huntington Beach
CA1803-011-TS
Brookhurst St near Yorktown East
29,159
Available
Huntington Beach
CA1803-012-TS
Brookhurst St near Yorktown West
26,076
Available
Huntington Beach
CA1803-013-TS
X
Beach BI near Indianapolis East
14,038
Available
Huntington Beach
CA1803-014-TS
X
Beach BI near Indianapolis West
19,680
Available
Huntington Beach
CA1803-015-TS
X
Beach BI near Adams East
19,680
Available
Huntington Beach
CA1803-016-TS
X
Beach BI near Yorktown Ave West
30,504
Available
Huntington Beach
CA1803-017-TS
X
113each BI near Garfield Ave East
30,504
Available
Huntington Beach
CA1803-018-TS
X
Beach BI near Ellis Ave West
37,425
Available
Huntington Beach
CA1803-019-TS
X
Beach BI near Slater Ave East
40,016
Available
Huntington Beach
CA1803-020-TS
X
Beach BI near Talbert Ave West
40,016
Available
Huntington Beach
CA1803-021-TS
X
Beach BI near Heil Ave East
40,672
Available
Huntington Beach
CA1803-022-TS
Beach BI near Warner Ave West
40,672
Available
Huntington Beach
CA1803-023-TS
lGoldenwest St near Ellis Ave East
14,924
Available
Huntington Beach
CA1803-024-TS
lGoldenwest St near Ellis Ave West
14,235
Available
Huntington Beach
CA1803-025-TS
lGoldenwest St near Slater Ave East
16,039
Available
Huntington Beach
CA1803-026-TS
Goldenwest St near Slater Ave West
20,336
Available
Huntington Beach
CA1803-027-TS
lGoldenwest St near Heil Ave East
23,058
Available
Huntington Beach
CA1803-028-TS
lGoldenwest St near Heil Ave West
23,747
Available
Huntington Beach
CA1803-029-TS
lGoldenwest St near McFadden Ave East
30,078
Available
Huntington Beach
CA1803-030-TS
lGoldenwest St near McFadden Ave West
30,505
Available
Huntington Beach
CA1803-031-TS
Boise Chica St near Edinger Ave East
21,386
Available
Huntinaton Beach
CA1803-032-TS
Boise Chica St near Edinger Ave (West)
27,814
Available
Huntington Beach
CA1803-033-TS
113olsa Chica St near Argosy Ave East
27,814
Available
Huntington Beach
CA1803-034-TS
I Boise Chica St near Argosy Ave West
29,389
Available
Huntington Beach
CA1803-035-TS
jAdarns Ave near Magnolia North
20,074
Available
Huntington Beach
CA1803-036-TS
Adams Ave near Ma nolis, South
19,680
Available
Huntington Beach
CA1803-037-TS
Adams Ave near Brookhurst St North
28,733
Available
Huntington Beach
CA1803-038-TS
Adams Ave near Brookhurst St South
23,058
Available
Huntin ton Beach
CA1803-039-TS
Warner Av near Newland North
26,437
Available
Huntington Beach
CA1803-040-TS
Warner Av near Beach BI South
25,781
Sold
Sort Chalet
Please reduce, reuse & recvcle.
Huntington Beach
CA1803-041-TS
Warner Av near Gothard North
25,781
Available
Huntington Beach
CA1803-042-TS
Warner Av near Goldenwest St South
28,077
Available
Huntington Beach
CA1803-043-TS
Warner Av near Edwards North
28,077
Available
Huntington Beach
CA1803-044-TS
lWarner Av near Graham South -
23,747
Available
Huntington Beach
CA1803-045-TS
Edinger Ave & Beach BI North
13,382
Available
Huntington Beach
CA1803-046-TS
Edinger Ave & Beach BI South
23,058
Available
Huntington Beach
CA1803-047-TS
X
Beach Blvd. near PCH West
14,038
Available
Huntinaton Beach
CA1803-048-TS
Goldenwest St near PCH West
14,235
Available
Huntington Beach
CA1803-049-TS
Warner Av near Springdale North
25,781
Available
Huntington Beach
CA1803-050-TS
Warner Av near Springdale South
25,781
Sold
Jennifer Thomas
Please reduce, reuse & recM
Huntington Beach
CA1803-051-TS
Warner Ave. near Newland St. South
26,437
Sold
Sort Chalet
Please reduce, reuse & rec
Ci otHuntin on Beach
.'Total
50%'- 50 tocationSt"I
so
. , %:
"Indicates Cattrans approval required (all PCH and Beach Blvd locations - 16 total)
Exhibit C
Municipal Payment Letter and Quarterly Activity Summary
City of Huntington Beach
Department of Public Works
2000 Main Street
Huntington Beach, CA 92648
Attn: Geraldine Lucas, PE
RE: Quarterly Municipal Payment, Period Ending
Dear Geraldine:
Enclosed please find a quarterly check in the amount of $XXXX provided by the.
EcoZone (EZ) program. We appreciate this opportunity to partner with your community
and provide funding that benefits the local environment and improves the quality of life
in the City of Huntington Beach.
The following Environmental Partner(s) are currently working with the EcoZone
program to provide this funding, which is being contributed for the purposes of
compliance with applicable environmental laws and regulations, and for environmental
education and environmental enhancement programs relating to air quality, water
quality, energy conservation and emissions control, and green space preservation.
Environmental
Partner
Start
Date
End
Date
EP
Payment
City's
50% Share
Company Name
Start Date
End Date
$XXX
$XXX
Company Name
Start Date
End Date
$XXX
$XXX
Company Name
Start Date
End Date
$XXX
$XXX
Totals $XXXX $XXXX
Attached, please find an Activity Summary sheet. We would appreciate your.prompt
return of this sheet within fifteen business days so that we may better serve both
your community and EZ program environmental partners. Thank you again for your
participation in EcoZone. Should you have any questions, please don't hesitate to
contact myself or Heather George, Communications Manager, at (310)374-8212.
Sincerely,
94
Janice Sakamoto
SVP, Business Development
EcoZone®Activity Summary for the City of Huntington Beach, CA
Prepared By:
For Period: Calendar Quarter Ending:
Amount of the last EZ contribution received?
$
Date: 2006
Balance of funds currently in the City of Huntington Beach's Ecotone account?
$
Please indicate below any expenditure over $1,000 that was made from the Ecotone account
during the period indicated above:
DATE
AMOUNT
DESCRIPTION Please be as thorough aspossible)
In the interest of serving all EZ program partners better, please let us know about any related
new and upcoming related environmental projects and/or activities in your community. This
would include items that fund from the EcoZone program maybe applied to, as well as other
general activities that we can share with current and potential environmental partners as we
communicate with them about the program.
Thank you for sharing this information with us. We look forward to our continued service as a
vital environmental partner in the City of Huntington Beach. Please return this form in the
enclosed envelope to:
Heather George
Communications Manager
EcoMedia, LLC
919 Manhattan Avenue, Suite 100
Manhattan Beach, CA 90266
EXHIBIT D
Insurance Provisions
1. Prior to commencing work, EcoMedia shall obtain at its own cost
and expense the required insurance from insurance companies licensed in
the state in which City is located, carrying a Best's financial rating of A or
better, and shall provide evidence of such insurance to City, as may be
required and approved by the Director of Risk Management of City. The
policies or certificates thereof shall provide that thirty days prior to
cancellation or material change in the policy, notices of same shall be given
to the Director of Risk Management of City by registered mail, return receipt
requested, for all of the following insurance policies. All notices shall name
EcoMedia and identify the Agreement.
Failure of EcoMedia to take out, maintain, or the taking out or
maintenance of any required insurance, shall not relieve EcoMedia from any
liability under the Agreement, nor shall the insurance requirements be
construed to conflict with or otherwise limit the contractual obligations of
EcoMedia concerning indemnification. All property losses shall be made
payable to and adjusted with City.
2. EcoMedia shall provide proof of the following coverage:
(a) Workers' Compensation. Location of operation shall be
"All locations in City."
(b) Employer's Liability Insurance with minimum limit of
$100,000.
(c) Commercial General Liability Insurance with a minimum
limit of liability per occurrence of $1,000,000 for bodily injury and $100,000
for property damage or a combined single limit of $1,000,000, naming City
as an additional insured. This insurance shall include the following
coverages:
(i) Premises - Operations
(ii) Broad Form Contractual
(iii) Independent Contractor and Sub -Contractor
(iv) Products and Completed Operations
(d) Automobile Liability Insurance with a minimum Limit of
liability per occurrence of $1,000,000 for bodily injury and a minimum limit
of $100,000 per occurrence for property damage or.a combined single limit
of $1,000,000. This insurance shall include for bodily injury and property
damage the following coverages:
(i) Owned automobiles
(ii) Hired automobiles
(iii) Non -owned automobiles
3. All policies shall be endorsed to contain the following clauses:
(a) Insurers shall have no right to recovery or subrogation
against City (including its employees and other agents and agencies), it
being the intention of the parties that the insurance policies so effected shall
protect both parties and be primary coverage for any and all losses covered
by the above -described insurance.
(b) The clause "other insurance provisions" in a policy in
which City is named as an insured, shall not apply to City.
(c) The insurance companies issuing the policy or policies
shall have no recourse against City (including its agents and agencies as
aforesaid) for payment of any premiums or for assessments under any form
of policy.
(d) Any and all deductibles in the above described insurance policies shall
be assumed by and b
su 'i
INSURANCE AND INDEMNIFICATION WAIVER
P"Bean MODIFICATION REQUEST
Hunnn
�
1.
Requested by: Geraldine Lucas/Public Works MAY 0 7 200-1
2.
Date: May 7, 2007 city of Huntington Beach
GityAt*®rney'softica
3.
Name of contractor/permittee: EcoMedia, LLC
4.
Description of work to be performed: They solicit corporate sponsorships to generate
funding for urban run-off projects and programs
5.
Value and length of contract:-$10,000 annually; Ongoing basis
6.
Waiver/modification request: $5,000 deductible/Professional Liability
7.
Reason for request and why it should be granted: Unable to comply with the city's zero
deductible/SIR insurance requirement
8.
Identify the risks to the City in approving this waiver/modification: None
7
Department Head Signature Date:
APPROVALS
Approvals must be obtained in the order listed on this form. Two approvals are required
for a request to be granted. Approval,fro the City Administrator's Office is only required if
Risk Management,and t4 City Attorney's Office disagree.
1.
Risk Management'
Approved ❑ Denied ' F° c.c t C%i ? :. -5171 �>
Signature Date
2.
,ity Attorney's Officeza3`-
pproved ❑ Denit)�
Signature Date
3.
City Administrator's Office
❑ Approved ❑ Denied
Signature Date
If approved, the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval. Once the contract has been approved,
this form is to be filed with the Risk Management Division of Administrative Services
ACORa CERTIFICATE OF LIABILITY INSURANCE OE
ME-1
ECO-1
MID
DATE(5/ YY
O03/07
/
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
PACIFIC UNIFIED INSURANCE
15901 Hawthorne Blvd. Ste. 200
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Lawndale CA 90260
Phone: 310-370-5000 Fax: 310-370-5454
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
INSURER A' Hartford Insurance Company
22357
INSURERB: RLI Ins. Company
INSURER C:
EcoMedia, LLC
INSURERD:
919 Manhattan Ave. #100
Manahattan Beach CA 90266
INSURER E'.
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANYBE UIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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.
INSR
DD'L
POLICY EFFECTIVE
POLICY EXPIRATION
LTR
NSRD
TYPE OF INSURANCE
POLICY NUM BER
DATE IMMIOD/YY)
D.ATE(MMIDOM')
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1000000
A
X
X COMMERCIAL GENERAL LIABILITY
72SBAAH6289
12/05/06
12/05/07
DAMAGETORENTED
PREMISES(E. o«ur—)
S 300000
MED EXP(A,y one person)
$ 10000
CLAIMBMADE a OCCUR
PERSONAL B ADV INJURY
$ 1000000
GENERAL AGGREGATE
$ 2000000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGO
$ 2000000
v�-fD ��
O®R1Vl.
PRO-
POLICV JELT L.
AUTOMOBILE
LIABILITY
J FER Mc
L1A
COMBINED SING LE LIMIT
$ 1000000
X
ANY AUTO
TTO
(E.—d-)
ALL OWNED AUT OB
BODILY INJURY
$
SCHEDULED AUTOS
(Par Person)
BODILY INJURY
A
X
HIRED AUTOS
72SBAAH6289
12/05/06
12/05/07
A
X
NON -OWNED AUT 08
72SBAAH6289
12/05/06
12/05/07
Pera«Me l)
PROPERTY DAMAGE
$
(Para—d-)
GARAGE LIABILITY
AUTO ONLY - EAACCIDENT
$
EA ACC
OTHER THAN
$
ANVAUTO
$
AUTO ONLY: AGO
EXCESS/U MBRE LLA LIABILIT Y
EACH OCCURRENCE
8
OCCUR ❑ CLAIMS MADE
AGGREGATE
$
S
$
DEDUCTIBLE
$
RETENTION S
N/C STATU- OTH-
X TORV LIMITS ER
WORKERS COMPENSATION AND
E.L. EACH ACCIDENT
$ 1,000,000
C
EMPLOYERS' LIABILITY
2210018793071
02/28/07
02/28/08
ANY PROPRIETOR/PARTNERVEXECUTIVE
E.L. DISEASE EA EMPLOYEE
$ 1,000,000
OFFICERIM EMBER EXCLUDED?
If yas, describe I. —
SPECIAL PROVISIONS below
1
E.L. DISEASE -POLICY LIMIT
I $ 1 , 000 , 000
OTHER
B
PROFESSIONAL
EPG0003530
02/27/07
02/27/08
CLAIM/AGG 1,000,000
LIABILITY
DEDUCT 5000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
City of Huntington Beach, its agents,officers, and employees are included as
additional insureds as respects to the General Liability and Hired/Non-Owned
Auto Liability as per form #SS12110893 attached. Blanket WC Waiver of
Subrogation included per attached form. See attached "Notepad" for
additional info. *10 DAYS NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM.
VCR I Iri%,m 1 a n vuuCR
CITYOFH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSUR ER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAM ED TO THE LEFT, BUT FAILURE TO DO $0 SHALL
City of Huntington Beach, ETAL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Director of Risk Management
2000 Main Street REPRESENTATIVES.
Huntington Beach CA 92648 Ap�rHo"aEDT �E vE
n nnon OC 19 4Ol O\
n
ON 1988
Additional insureds are automatically covered under Business Liability
Coverage Form #SS00080405 (refer to pages 16-20_of 24) attached.
Waiver of Subrogation for the General Liability policy is automatically
included, as per attached Business Liability Coverage Form #SS00080405.
Primary/Non-Contributory wording is automatically included, as per
attached Business Liability Coverage Form #SS00080405.
PLEASE NOTE THAT THE INSURED HAS NO OWNED/SCHEDULED AUTOS, AND THEREFORE
THERE IS NOT A SEPARATE POLICY FOR AUTO LIABILITY. HIRED/NON-OWNED AUTO
LIABILITY IS COVERED AND INCLUDED UNDER THE SAME POLICY AS THE GENERAL
LIABILITY, POLICY #72SBAAH6289. ADDITIONAL INSURED APPLIES TO BOTH
GENERAL LIABILITY AND HIRED/NON-OWNED AUTO LIABILITY FOR THE SAME POLICY!
(See also attached form #SS04380300 showing that Hired/Non-Owned Auto
Liability coverage is included and covered under policy #72SBAAH6289.)
AL
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
POLICY CHANGE
This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated
below:
Policy Number: 72 SBA AH6289 ,
Named Insured and Mailing Address; ECOMEDIA LLC
919 MANHATTAN AVE #100
MANHATTAN BEACH, CA 90266
Policy Change Effective Date:
Policy Change Number:
Agent Name: PACIFIC UNIFIED INS AGCY INC/PHS
Code: 251188
Effective hour is the same as stated in the
Declarations Page of the Policy.
POLICY CHANGES:
It is agreed additional insured Person -organization is added:
City of Huntington Beach,
its agents, officers, and employees
c/oDirector of Risk Management
2000 Main Street
Huntington Beach, CA 92648
installment Payment Premiums Total Additional or Return Premium
$
Dates of Subsequent installments I payable in three
installments:
Previous
Installments
Additional
Premium
Return
Premium
Revised
Installments
2.
$
$
$
$
3.
$
$
$
$
PREMIUM DUE AT EFFECTIVE DATE OF ENDORSEMENT
$
$
Total for remainder of policy term:
$
$
Agency At
Agent and Code No.
Form SS 12 11 08 93 Printed in U.S.A. Page 1
Process Date: 04/25/2007 Policy Expiration Date: 12/05/2007
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 0410 (Ed 01.07)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA
BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right
against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work
under a written contract that requires you to obtain this agreement from us.)
The additional premium for this endorsement shall be 2.00 % of the California workers' compensation premium otherwise
due on such remuneration.
The minimum premium for this endorsement is S 350.00
Schedule
Person or Organization Job Description
ALL ORGANIZATIONS FOR WHOM THE WAIVER OF SUBROGATION IS ALL CALIFORNIA OPERATIONS
ISSUED
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below Is required only when this endorsement is Issued subsequent to preparation of the policy.)
Endorsement Effective Policy No. 2 210 018 7 9 3 0 71 Endorsement No.
Insured EcoMedia, LLC Premium S
Insurance Company Oak River Ins. Co. Countersigned by
WC 99 04 10
(Ed 0 1 -07)
Fax:3103705454
May 3 2007 12:25 P.09
Policy Number:
72SBAAft6239
4
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
HIRED AUTO AND NON -OWNED AUTO
This endorsement modifies insurance provided under the following:
BUSINESS LIABILITY COVERAGE FORM
A. Under S., EXCLUSIONS, 1. Applicable to
Business Liability Coverage, exclusion g. does
not apply to any "auto" that is a "non -owned auto".
A "non -owned auto" is an "auto" you do not own
including but not limited to:
1- An "auto" that you lease, hire, rent or borrow;
2. A customer's "auto' that is in your care, custody
or control for service; and
3. An "employee's" "auto" while used in your
business or personal affairs.
This does not include a long-term leased "auto" that
you insure as an owned "auto' under any other auto
liability insurance policy or a temporary substitute for
an "auto- you own that Is out of service because of
its breakdown, repair, servicing or destruction.
This includes "autos" owned by your "employees" or
partners or members of their nouseholds put only
while used in your business or your personal affairs.
8. With respect to the operation of a "non -owned auto",
WHO IS AN INSURED is replaced by the following:
The following are'"insureds":
a. You
b_ Your "employee" while using with your
permission:
(1) An "auto" you hire or borrow; or
(2) An "auto" you don't own, hire or borrow in
your business or personal affairs; or
(3) An "auto" hired or rented by your "employee"
on your behalf and at your direction.
c. Anyone else while using with your permission a
"non -owned auto" eXCept:
(1) The owner or anyone else from whom you
hire or borrow a "non -owned auto".
roan SS 04 38 03 00
(2) Someone using a "non -owned auto" while
he or she is working in a business of selling.
servicing, repairing, parking or storing
"autos" unless that business is yours.
(3) Anyone other than your "employees",
partners, a lessee or borrower or any of
their "employees", while moving property to
or from a "non -owned auto
(4) A partner of yours for a "non -owned auto"
owned by him or her or a member of his or
her household.
d. Anyone liable for the conduct of an "insured"
described above but only to the extent of that
liability.
C. With respect to the operation of a "non -owned auto":
1. B. EXCLUSIONS, i.e. does not apply to "bodily
injury' to domestic "employees" not entitled to
workers' compensation benefits or to liability
assumed by the "insured" under an "insured
contract".
2. R. EXCLUSIONS, 11. is replaced by the
following:
"Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal. seepage, migration, release or
escape of "pollutants':
a. That are, or that are contained in any
property that is:
(1) Boxing transported or towed by, handled.
or handled for movement into_ onto or
from, the covered "auto";
(2) Otherwise in the course of transit by or
on behalf of the "+nsured"; or
(3) Being stirred, disposed of. treated or
processed in or upon the covered
"auto",
G 2000, The Hartford
Page 1 of 2
Fax:3103705454
Policy Number: 72SBAAH6289
May 3 2007 12:26 P.10
b. ldefore the "pollutants" or any property in
which the "pollutants" are contained are
moved from the place where they are
accepted by the "insured" for movement into
or onto the covered "auto'; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the place
where they are finally delivered, disposed of
or abandoned by the "insured".
Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other
similar "pollutants" that are needed for or
result from the normal electrical, hydraulic or
mechanical functioning of the covered
"auto" or its parts; if:
(1) The "pollutants" escape, seep, migrate,
or are discharged or released directly
from an "auto" part Clesigned by its
manufacturer to hold, store, receive, or
dispose of such "pollutants": and
(2) The "bodily injury" and "property
damage" does not arise out of the
operation of any equipment listed in
paragraphs 13,b, and 13,c. of the
definition of "mobile equipment".
Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with
respect to "pollutants" not in or upon a
covered "auto" if:
(1) The "pollutants" or any property in which
the "pollutants" are contained are upset,
overturned or damaged as a result of
the maintenance or use of a covered
"auto"; and
(2) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is Caused directly by such
upset, overturn or damage.
"Pollutants" means any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkaiis, chemicals and
waste. Waste includes material to be recycled,
reconditioned or reclaimed.
3_ Coverage does not apply to "bodily injury" to any
fellow "employee" of the "insured" arising out of
the operation of an "auto" owned by the
"Insured" in the course of the fellow
"empiayee's" employment.
4- Coverage does not apply to "property damage"
involving property owned or transported by the
"insured" or in the "insured's" care, custody or
control,
D. With respect to the operation of a "non -owned auto".
the following additional conditions apply:
1. OTHER INSURANCE
a. Except for any liability assumed under an
"insured contract" the insurance provided by
this Coverage Form is excess over any
other collectible insurance.
b. When this Coverage Form and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share is the
proportion that the Limit of Insurance of our
Coverage Form bears to the total of the
limits of all the Coverage Forms and policies
covering on the same basis.
2. TWO OR MORE COVERAGE FORMS OR
POLICIES ISSLIEQ BY U5
If the Coverage Form and any other Coverage
Form or policy issued to you by us or any
company affiliated with us apply to the same
"accident", the aggregate maximum Limit of
Insurance under all the Coverage Forms or
policies shall not exceed the highest applicable
Limit of Insurance under any one Coverage
Form or policy. This condition does not apply to
any Coverage Form or policy issued by us or an
affiliated company specifically to- apply as
excess insurance over this Coverage Form.
Page 2 of 2 Form SS 04 38 03 00
May 4, 2007
Ms. Christi Mendoza
City of Huntington Beach
Community Services Department
2000 Main Street
Huntington Beach, CA 92648
Ref: Insurance Certificate Issued on May 3, 2007
Dear Ms. Mendoza:
/ii�//III � � � • I � 11 NI i� •
i- iill/�/�h I • • I 1 . �
EcoMedia"
I would like to request a waiver on the $ 5,000 deductible clause attached to our Professional
Liability Policy with RLI Insurance Company, policy # EPG0003530.
I have attached the following documents per your request.
1) General Liability Insurance and Automobile Liability are both with Hartford Insurance
Company, under policy number 72 SBA AH6289.
2) Certificate of Liability Insurance dated May 3, 2007 that includes additional insured
endorsement page, naming "The City of Huntington Beach, its agents, officers and
employees" with our policy number on the endorsement page.
3) Waiver of our Right to Recover from others Endorsement -California Blanket Basis on
our Workers Compensation and Employers Liability Insurance Policy.
4) Copy of your Insurance Certificate Revision request dated April 25, 2007.
5) Description of our company, per your written request on 4/4/07.
6) Dollar value and timeframe of proposed project.
Company & Project Description
EcoMedia, a national media company, is not a vendor and does not provide any services in your
municipality. Since our partnership was established in 2002, EcoMedia has installed and
maintained outdoor educational signage on high traffic commercial streets in Huntington Beach
that feature environmental messages such as "Do Not Litter." These signs and their locations
within your city limits have been pre -approved by your municipality. Safety, zoning, trees &
traffic patterns are taken into consideration during the location review and approval process. We
manage the production, installation, maintenance and removal of educational signage during the
terms of the agreement.
41 East llth Street, Eleventh Floor 919 Manhattan Avenue, Suite 100
NewYork, NewYork 10003 Manhattan Beach, California 90266
Tel:212.699,6419 Fax:212.699.6415 Tel:310.374.8212 Fax:310.374.2213 www.ecomedia.us
Under the EcoZone program, educational signage, featuring environmental messages, are posted
throughout communities across the country. The signage includes EcoZone's public education
messages reminding consumers to recycle, ride -share, turn lights off when not in use and avoid
littering, among other eco-friendly tips.
Half of the revenues from the EcoZone corporate sponsorships of educational outdoor signage
fund environmental projects selected by local partnering municipalities. EcoMedia provides
municipalities with quarterly payments. This helps cities, counties and states comply with
federal environmental regulations, and/or fund new local environmental programs that otherwise
would not happen. Cleanup projects can include:
■ Storm drain catch basin insert filters that mitigate storm water runoff,
■ Hybrid and alternative fuel vehicles for municipal fleets that improve both air quality and
energy efficiency,
■ Solar paneling on city facilities to provide alternative, cleaner energy,
■ Greening projects to convert industrial lots into green space.
EcoZone leverages program sponsorships to fund, produce and administer comprehensive public
education and environmental outreach programs, including local cable television and radio
public service commercials, grassroots education campaigns, branded merchandise, local
community events and online media.
Summary
➢ EcoMedia will install signs in the City of Huntington Beach, on high traffic commercial
streets, which are pre -approved by your municipality.
➢ EcoMedia delivers revenue in the form of quarterly checks to the city of Huntington
Beach, to be used for new and ongoing environmental initiatives or projects. Average
estimated income for Huntington Beach from the EcoZone program is at least $ 8,000 to
$10,000 per year.
➢ Money paid to your municipality helps the city to meet federal and state environmental
requirements at no additional cost to the taxpayers.
➢ The new agreement terms are for 5 years with a renewal of five years, beginning on the
date the contract is signed.
41 East llth Street, Eleventh Floor 919 Manhattan Avenue, Suite 100 Eco M e d i a-
NewYork, NewYork 10003 Manhattan Beach, California 90266 2
Tel:212.699.6419 Fax:212.699,6415 Tel:310.374.8212 Fax:310.374.2213 www.ecomedia.us
Our previous contract with the City of Huntington Beach, dated May 23, 2002, operated under
our former name, "Adopt-A-Stormdrain," for three years. We changed our corporate name to
EcoMedia, LLC and our program name to EcoZone® on May 5, 2006.
Please call me if you have any questions.
Sincerely,
Joyce A. Curtis
Executive Assistant
CC: Cheryl Robinson
Attachments: Certificate of Liability Insurance dated May 3, 2007
Notepad dated may 3, 2007
Policy change Form SS 12 1108 93 dated April 25, 2007
Waiver of our Right to Recover from Others Endorsement -California
Blanket Basis, WC 99 04 10 on our Workers Compensation Policy
Hired Auto and Non -Owned Auto Endorsement, Form SS 04 38 03 00
Insurance Certificate Revision dated April 25, 2007
Business Liability Coverage Form — Form SS 00 08 04 05
41 East llth Street, Eleventh Floor 919 Manhattan Avenue, Suite 100 Eco M ed i a"
New York, NewYork 10003 Manhattan Beach, California 90266 3
Tel: 212.699.6419 Fax: 212.699.6415 Tel: 310 374.8212 Fax: 310.374.2213 www.ecomedia.us
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Public Works
SUBJECT:
APPROVE AN AGREEMENT WITH THE ECOMEDIA
ORGANIZATION
COUNCIL MEETING DATE:
May 21, 2007
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Attached
❑
Not A plicable
Resolution (w/exhibits & legislative draft if applicable)
Attached
❑
Not Applicable
Tract Map, Location Map and/or other Exhibits
Attached
❑
Not Applicable
Contract/Agreement (w/exhibits if applicable)
Attached
(Signed in full by the City Attorney)
Not Applicable
❑
Subleases, Third Party Agreements, etc.
Attached
❑
(Approved as to form by City Attorney)
Not Applicable
Certificates of Insurance (Approved by the City Attorney)
Attached
Not Applicable
❑
Fiscal Impact Statement (Unbudgeted, over $5,000)
Attached
❑
Not Applicable
Bonds (If applicable)
Attached
❑
Not Applicable
Staff Report (If applicable)
Attached
Not Applicable
❑
Commission, Board or Committee Report (If applicable)
Attached
❑
Not Applicable
Findings/Conditions for Approval and/or Denial
Attached
❑
Not Applicable
Administrative Staff
Deputy City Administrator (Initial
City Administrator (Initial)
Citv Clerk
RCA Author: G. Lucas
CITY OF HUNTINGTON BEACH
2000 MAIN STREET
OFFICE OF THE CITY CLERK
JOAN L. FLYNN
CITY CLERK
May 23, 2007
EcoMedia
919 Manhattan Avenue, Suite 100
Manhattan Beach, CA 90266
Attn: Chief Operating Officer
To Whom It May Concern:
CALIFORNIA 92648
Enclosed for your records is a copy of the Agreement for an Environmental Protection,
Watershed Restoration, Air Quality Improvement and Greenspace Preservation
Funding Program between the City of Huntington Beach and EcoMedia, LLC.
Sincerely,
an L. Flynn
City Clerk
JF:pe
Enclosure: Agreement
G:foI1owup:agrmt1tr
(Telephone: 714-536-5227 )