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HomeMy WebLinkAboutORANGE COAST MARKETING COALITION - 1998-07-13� iv crrrra,r✓ rrvGJ rr✓rvl�r�Yr✓ cffGl.rrvG GrrrGr l,(tirbres Jer/lcf.e w O 'Beaches & °Harbors June 18, 2003 Mr. Daniel Day, President Adopt -A -Highway Maintenance Corporation 3151 Airway Avenue, Suite F-110 Costa Mesa, CA 92626 Dear Mr. Day: NOTICE OF FIVE-YEAR EXTENSION ORANGE COAST MARKETING COALITION TRASH RECEPTACLE SPONSORSHIP AGREEMENT #001 This is to inform you that pursuant to Adopt -A -Highway Maintenance Corporation's (dba Adopt - A -Beach) recent request, the individual agencies participating in Agreement #001 (Agreement) have all agreed to extend this Agreement for another five years. The agencies who currently participate in this Agreement and have agreed to extend it for another five years are as follows: the County of Orange, the County of Los Angeles and the Cities of Huntington Beach, Seal Beach and San Clemente. This extension is to commence with the anniversary date of June 21, 2003 and will continue until June 21, 2008 according to the same terms and conditions as set forth in the Agreement. We look forward to continuing our successful partnership with Adopt -A -Beach. SW:wp c: Jim Engle, City of Huntington Beach Patti Schooley, County of Orange Steve Cushman, City of Seal Beach Dennis Reed, City of San Clemente Very truly yours, Stan Wisniewski, Director St"'Smewski Director 9 Kerry Gottlieb chief De- j, fe !CITY OF HUNTINGTON BEACH C-p 2000 MAIN STREET CALIFORNIA 92648 June 23, 2003 OFFICE OF THE CITY CLERK CONNIE BROCKWAY JS 7�C CITY CLERK (0 (V Walter Popoff l0%s — 5�S03 Marketing Analyst Los Angeles County Beaches & Harbors Department 4701 Admiralty Way Marina del Rey, CA 90292 Dear Mr. Popoff: . The City Council of the City of Huntington Beach at its regular meeting held Monday, June 16, 2003 approved the "Agreement To Extend The Orange Coast Marketing Coalition's (OCAfC) Trash Receptacle Sponsorship Agreement" for a five-year period from June 23, 2003 until rune 23, 2008. Enclosed is said original agreement. Upon execution by your agency, we would appreciate a fully executed copy for the City Clerk's records. Sincerely, Connie BrockwayCM� City Clerk Enc. Original agreement CC: Jim Engle, Community Services Director (Telephone: 714-S36-5227) Council/Agency Meeting Held: ` Z Deferred/Continued to: pproved ❑ Conditionally Approved ❑ Denied - City Clerk's Sign ure Council Meeting Date: June 16, 2003 Department ID Number: C.S*016 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION ~° SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrators rCLE PREPARED BY: JIM B. ENGLE, Director, Community ServicSUBJECT: APPROVE EXTENSION OF TRASH RECEP SPONSORSHIP AGREEMENT WITH ADOPT -A -HIGHWAY MAINTENANCE CORPORATION Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should the city extend its agreement with Adopt -A -Highway Maintenance Corporation to provide trash receptacles and money for beach maintenance to the city in exchange for sponsor identification on the trash receptacles on the city beach? Funding Source: N/A Recommended Action: Motion to: Authorize the Mayor and City Clerk to sign the Agreement to Extend the Orange Coast Marketing Coalition's Trash Receptacle Sponsorship Agreement. Alternative Action(s): Do not execute an extension to the Orange Coast Marketing Coalition for provision of free trash receptacles. Analysis: In 1997, the city became a member of the Orange Coast Marketing Coalition (Coalition) and entered into an agreement with the Marketing Division of the Los Angeles County (LAC) Department of Beaches and Harbors. The purpose of the agreement was to allow LAC to act "as the city's agent in seeking sponsorships on the beach. Under the terms of the agreement, LAC received 15 percent of any funding and 10 percent of the value of any merchandise for any sponsorships that it brought to the Coalition. Other members of the Coalition include Newport Beach, Seal Beach, Laguna Beach, County of Orange and the State of California Parks and Recreation Department. In 1998, the Coalition received an offer from Adopt -A -Highway Corporation for the provision of free trash receptacles. The city, as part of the Coalition, accepted the offer, iWi REQUEST FOR COUNCIL ACTION MEETING DATE: June 16, 2003 DEPARTMENT ID NUMBER: CS03-016 and City Council entered into a five-year agreement on July 13, 1998. During these five years, the City of Huntington Beach has received an average of 350 trash receptacles and $9,300 each year in exchange for allowing city -approved advertisements to be displayed on the trash receptacles. The city has been notified that the Coalition wishes to accept the five-year extension (Attachment 1) provided for in the original agreement. All other terms remain the same. Staff recommends Council approval of the extension. Environmental Status: N/A. Attachment(s): 1 1 Trash Receptacle Sponsorship Agreement Extension, including Agreement No. 1, Orange Coast Marketing Coalition Trash Receptacle Sponsorship Agreement RCA Author: JBE:cr G:\RCA\2003\03-016 Trash Receptacles on Beach.doc -2- 5/29/2003 10:47 AM AGREEMENT TO EXTEND THE ORANGE COAST MARKETING COALITION'S (OCMC) TRASH RECEPTA CLE SPONSORSHIP AGREEMENT The City of Huntington Beach agrees to the one (I) five-year extension allowed by Agreement #001, Orange Coast Marketing Coalition Trash Receptacle Sponsorship Agreement (attached). This additional five-year period will extend the Agreement from June 23, 2003 until June 23, 2008. The Los Angeles County Department of Beaches and Harbors will notify Adopt A Highway Maintenance Corporation of the extension of this Agreement for another five years after receipt of this signed approval from the City of Huntington Beach. CITY OF HUNTINGTON BEACH, a municipal corporation'of the State of Mayor COWI E BOARDMAN Printed Name, Authorized Representative W-U-0 IF Plea,.som�lthis comple� ed form to: Walter Popoff L.A. County Dept of Beaches and Harbors 13837 Fiji Way, Marina del Rey, CA 90292 APPROVED AS TO FORM: City Attorns7,; 2'/o3 REVIEWED AND APPROVED: City dministrator INITIATED AND APPROVED: C mmunity Services Vrector AGREEMENT NO.001 ORANGE COAST MARKETING COALITION TRASH RECEPTACLE SPONSORSHIP AGREEMENT BY AND BETWEEN ADOPT A HIGHWAY MAINTENANCE CORPORATION, a California Corporation, doing business as ADOPT - A -BEACH, hereinafter referred to as "CONTRACTOR" AND CITIES of Seal Beach, Huntington Beach, Newport Beach, and San Clemente, all municipal corporations or general law cities, hereinafter collectively referred to as "CITIES'; AND COUNTY OF ORANGE, specifically the Public Facility Resource Department, a political subdivision of the State of California, hereinafter referred to as "ORANGE COUNTY"; AND STATE OF CALIFORNIA, specifically through the Department of Parks and Recreation, hereinafter referred to as "STATE"; AND COUNTY OF LOS ANGELES, a body corporate and politic, hereinafter referred to as "LOS ANGELES COUNTY". RECITALS WHEREAS, CITIES, ORANGE COUNTY and STATE are responsible for the management of coastline within Orange County and the northerly portion of San Diego. County; WHEREAS, CITIES, ORANGE COUNTY and STATE are members of the ORANGE COAST MARKETING COALITION ("Coalition"), a coalition of public entities formed to jointly negotiate marketing agreements utilizing the expertise of LOS ANGELES COUNTY acting on behalf of the Coalition; WHEREAS, CONTRACTOR desires to obtain the exclusive rights to provide and display sponsorship materials on Trash Receptacles located within Orange County and the northerly portion of San Diego County; PAGE 1 WHEREAS, CONTRACTOR desires to support and preserve the beautiful beaches within Orange County and the northerly portion of San Diego County by supporting a portion of the public safety services and beach maintenance costs in exchange for the exclusive right to donate Trash Receptacles for placement on the Orange Coast . Beaches and to sell sponsorship space on such barrels; WHEREAS, STATE is authorized by the provisions of the Public Resources Code Sections 5009.1, 5009.2 and 5009.3 to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the State of California; WHEREAS, ORANGE COUNTY is authorized by the provisions of the Codified Ordinance of the County of Orange Division 5, Section 2-5-127 to sell sponsorship rights on Orange Coast Bea^.hes that are owned or operated by the County of Orange; WHEREAS, CITY of SEAL BEACH is authorized by the provisions of S 28-2002 of the Seal Beach City Municipal Code to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of Seal Beach; WHEREAS, CITY of HUNTINGTON BEACH is authorized by the provisions of Chapter 13.56 of the Huntington Beach City Municipal Code to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of Huntington Beach; WHEREAS, CITY of NEWPORT BEACH is authorized by the provisions of Article 2, _ Section 200 of the Newport Beach City Municipal Code to sell sponsorship eights on Orange Coast Beaches that are owned or operated by the City of Newport Beach; WHEREAS, CITY of SAN CLEMENTE is authorized by the provisions of Article Xi, Section 7 of the California Constitution and Government Code Sections 37350 and 37351 to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of San Clemente; and WHEREAS, LOS ANGELES COUNTY is authorized to solicit, negotiate and prepare sponsorship proposals and agreements on behalf of the Coalition for presentation to Coalition members and to receive a commission for such services. IT IS THEREFORE agreed by and between the parties as follows: 1. Definitions As used herein, the terms'set forth below shall be defined as follows: A. "Agreement Year" shall mean the 365-day period commencing 60 days after the CONTRACTOR executes this Agreement or any subsequent 365-day period commencing upon the expiration of a prior Agreement Year. B. "Client' shall mean any group, organization, or entity which contracts with CONTRACTOR for the sponsorship of Trash Receptacles on Orange Coast Beaches, allowing for the display of its name, image and/or products on the sponsored Trash Receptacles. C. "Client Records" shall mean all transactions and contracts including all accounting regarding remittances to the CONTRACTOR from the Client with PAGE 2 respect to the sponsorship of the Trash Receptacles on the Public Entity Parties' beaches. D. "Commen--ement Date" shall mean the date this Agreement is executed by the CONTRACTOR. E. "Gross Revenue" shall mean all revenue collected by CONTRACTOR for an Agreement Year from its Clients for the sponsorship of the Trash Receptacles, minus the commission(s) paid to recognized and credible advertising agencies and the Surfrider Foundation and other nonprofit organizations which assist with CONTRACTOR's marketing efforts, which commissions shall not exceed 20 percent of all revenue collected. F. "Orange CoastBeaches" shall mean those beaches within Orange County and the northerly portion of San Diego County over which the Public Entity Parties have operational authority. G. "Public Entity Party(ies)" shall mean that individual member or those members of the Orange Coast Marketing Coalition participating in this Trash Receptacle Sponsorship Agreement. H. "Sponsorship Identification" shall mean the displayon no more than 66% of the surface space on the Trash Receptacle of a sponsors name, image andlor products. Areas reserved for public service messages shall not be included as part of the Sponsorship Identification space. 1. "Trash R-2ceptacle(s)" shall mean a trash container of the size used by the Public Entity Party in the jurisdiction in which the container is to be located and supplied by CONTRACTOR pursuant to this Agreement and placed on the beaches operated by'the Public Entity Parties. J. "Trash Receptacle Value" shall mean the assigned annual value for providing the Trash Receptacles to the Public Entity Party. 2. Rights Granted to CONTRACTOR A. Subject to the conditions set forth hereinbelow and upon execution of the Agreement by the Public Entity Parties, the Orange Coast Marketing Coalition through LOS ANGELES COUNTY and the individual Public Entity.Parties shall grant to CONTRACTOR the exclusive right to provide Trash Receptacles on . Orange Coast Beaches during the term of this Agreement and to sell to Clients sponsorship of the Trash Receptacles in consideration of the display of Client Sponsorship Identification on the Trash Receptacles. B. Public Entity Parties agree to place Trash Receptacles on appropriate beaches within approximately ten (10) business days of receipt of the Trash Receptacles at delivery sites agreed upon by Public Entity Parties and CONTRACTOR, but in no case later than 30 days after receipt of the Trash Receptacles. PAGE 3 C.' The number of Trash Receptacles to be placed on the respective beaches shall be as set forth on Exhibit 1. The exact number of Trash Receptacles may fluctuate throughout the term of this Agreement due to redevelopment projects and the like, but shall be no less than the minimums set forth in Exhibit 'I; unless the Public Entity Parties temporarily remove Trash Receptacles from the beaches to avoid damage to or loss of the Trash Receptacles_ This fluctuation will not affect the terms of this Agreement. D. Public Entity Parties agree to reasonably place, maintain and empty the Trash Receptacles placed on their beaches. E. Each Public Entity Party has been allocated a total Trash Receptacle Value for the 5-year and 10-year terms of the Agreement as identified for each Public Entity Party on Exhibit 1. The total allocation for each Public Entity Party can be spent by that respective Public Entity Party when and as needed during the term of the Agreement. However, if a Public Entity Party exceeds its total Trash Receptacle Value allocation by requesting either Trash Receptacles of greater value or related accessories (i.e., lids), that Public Entity Party shall be required to bear all costs exceeding its Trash Receptacle Value allocation. 3. Obligationsof CONTRACTOR A. Fees and Costs: For the exclusive right to place Sponsorship Identification on the Trash Receptacles, CONTRACTOR agrees: 1. The first Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $65,000, divided into 2 equal payments of S32,500 in cash on the first day of the Agreement Year and $32,500 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles in amounts as identified on Exhibit 1 with an assigned Trash Receptacles Value of $50,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 2. The second Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $70.000, divided into 2 equal payments of $35,000 in cash on May and $35,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of S51,500 for such year. Additionally. CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 3. The third Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $75,000, divided into 2 equal payments of $37,500 in cash on May 1 and $37,500 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $53,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties PAGE 4 15% of Grass Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 4. The fourth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of 580,000, divided into 2 equal payments of $40,000 in cash on May 1 and $40,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of S54,500 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 5. The fifth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $90.000, divided into 2 equal payments of S45,000 in cash on May 1 and $45,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of S57,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 6. The sixth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of S95,000, divided into 2 equal payments of $47.500 in cash on May 1 and $47,500 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, warn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $58,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 7. The seventh Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $100,000, divided into 2 equal payments of $50,000 in cash on May 1 and $50,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash .Receptacle Value of $60,000 for such year. -Additionally, CONTRACTOR - will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. The eighth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $110,000, divided into 2 equal payments of $55.000 in cash on May 1 and $55,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $61,500 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the PAGE 5 , . sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 9. The ninth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $120.000, divided into 2 equal payments of $60,000 in cash on May 1 and S60,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $63,500 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 10. The tenth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $130,000, divided into 2 equal payments of S65,000 in cash on May 1 and $65.000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $65,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. B. . CONTRACTOR will provide to LOS ANGELES COUNTY an accounting of . its Gross Revenue within 45 days after the termination of each Agreement Year. that the Agreement is in effect. In addition, to the extent that percentage -based Gross Revenues are due to the Public Entity Parties in excess of the payments previously made plus the Trash Receptacle Value for such year, CONTRACTOR shall transmit the balance due in cash together with the accounting no later than 45 days after termination of the Agreement Year. C. CONTRACTOR shall maintain accurate and complete Client Records, kept in accordance with generally accepted accounting principles. CONTRACTOR shall retain the Client Records for a period of not less than three (3) years from the termination date of this Agreement. CONTRACTOR shall make all of its Client Records available to the Public Entity Parties for inspection and copying within twenty (20) days of a request through LOS ANGELES COUNTY. D. At the beginning of each Agreement Year, CONTRACTOR agrees to . provide the Trash Receptacles that are identified on Exhibit 1 according to a. schedule to be agreed upon between the Public Entity Parties and the CONTRACTOR. CONTRACTOR shall deliver the first shipment of Trash Receptacles within sixty (60) days of the commencement of the Agreement. CONTRACTOR further agrees to assume all design, manufacturing, and delivery costs associated with the production and delivery of the Trash Receptacles to designated sites. CONTRACTOR shall have the continuing obligation to replace or repair damaged, defaced, worn or stolen Trash Receptacles. E. The design and material specifications of the said Trash Receptacles shall be approved by the Public Entity Party for its jurisdiction, which approval shall not be unreasonably withheld. If any changes are proposed to be made by PAGE 6 CONTRACTOR to the design of the Trash Receptacles, prior approval must be obtained from the respective Public Entity Party, which approval shall not be unreasonably withheld. CONTRACTOR shall also, at its sole expense, install and replace Sponsor Identification covered by this Agreement. F. CONTRACTOR represents that all Sponsorship identification shall be appropriate and in good taste. Sponsorship Identification shall not include political advertising, materials critical of government agencies, signage for indecent, obscene, pornographic or sexually explicit materials, materials advocating the use of illegal substances, tobacco or alcohol products, or for any automobile manufacturer in direct competition with the automobile manufacturer that is the exclusive Lifeguard Vehicle provider for tie Coalition. G. CONTRACTOR agrees that all Sponsorship Identification will be two dimensional printed material, and shall be reviewed in advance by the Public Entity Parties as provided in subparagraph H below. Sponsorship Identification shall not contain moving parts and shall not provide an audio message or a scent. Sponsorship Identification shall not provide for distribution of any samples, fliers, brochures, coupons or other similar material. H. CONTRACTOR must submit to each Public Entity Party for review a copy of all Sponsorship Identification for evaluation and approval prior to the application of any such Sponsorship Identification to the Trash Receptacles in that Public Entity Party's jurisdiction. At its sole and reasonable discretion, each Public Entity Party may reject any and all Sponsorship Identification'which it reasonably 'deems' fails to comport with the requisites of this Agreement, or is injurious or harmful to its business, its reputation or public image or prone to impair the confidence of patrons of Orange Coast Beaches. The Public Entity Party for the jurisdiction in which the Sponsorship Identification is to be placed will notify CONTRACTOR of approval or disapproval of all Sponsorship Identification within 72 hours, not including Saturdays. Sundays or Holidays. Silence by the Public Entity Party representing the jurisdiction in which the Sponsorship Identification is to be placed, or failure to approve or disapprove Sponsorship Identification within the 72-hour period, shall not be considered as approval or concurrence. However, silence by the Public Entity Party or its failure to approve or disapprove within 10 days of receipt of Sponsorship Identification shall be deemed to constitute approval of such Sponsorship Identification. CONTRACTOR shall not place on a Trash Receptacle any Sponsorship Identification which has been disapproved by a Public Entity Party representing that jurisdiction in which the CONTRACTOR is seeking approval. if the Public Entity Party disapproves of Sponsorship Identification and CONTRACTOR so requests, that Public Entity Party shall meet with CONTRACTOR and make a good faith attempt to resolve any disagreement. I. CONTRACTOR agrees to submit to each Public Entity Party for its prior approval, which approval will not be unreasonably withheld, all proposed CONTRACTOR/Client signage, promo►ions, commercials or other CONTRACTOR/Client display material which in any way represents the CONTRACTOR/Client in relation to the Coalition or the Public Entity Party. PAGE 7 4. The parties hereto recognize that LOS ANGELES COUNTY has and continues to solicit and negotiate proposals and agreements on behalf of the Coalition pursuant to the Orange Coast Marketing Coalition Agreement. As a result thereof, the parties hereto recognize.that LOS ANGELES COUNTY has the following rights and obligations: A. Distribution of Fees and Commissions: 1. LOS ANGELES COUNTY will receive from CONTRACTOR and distribute to the Public Entity Parties the cash fees set forth in Section 3.A according to their participation percentages as set forth in Exhibit 1 after deduction of any commission then due to LOS ANGELES COUNTY as set forth in subparagraph 2 immediately hereinbelow. 2. The Public Entity Parties' commission to LOS ANGELES COUNTY will be deducted upon receipt of the cash•fee during each Agreement Year. The commission shall be equal to 15% of the amount that is received by LOS ANGELES COUNTY from the CONTRACTOR on behalf of the Public Entity Parties as set forth in Exhibit 1, B. Distribution of Donated Product and Commissions: 1: LOS ANGELES COUNTY will assist Public Entity Parties in determining sites for and amounts of donated Trash Receptacles for each Public Entity Party and will, thereafter, assist in resolving distribution problems. 2. Each Public Entity Party shall owe a commission equal to 10% of the annual Trash Receptacle Value as set forth in Exhibit 1 to LOS ANGELES COUNTY upon receipt of Trash Receptacles. This commission will be deducted upon receipt of the cash fee during each Agreement Year as specified in Exhibit 1. Each Public Entity Part acknowledges and agrees that CONTRACTOR is only responsible for paying tees to LOS ANGELES COUNTY. and that CONTRACTOR shall have no liability to any Public Entity Party for its portion of any fee payable hereunder. 5. Jerrn This Agreement shall be deemed to begin on the Commencement Date subject to the provisions of Section 8, Paragraph B. below. However, in the sole discretion of the CONTRACTOR, this Agreement shall be of no force or effect unless executed by at least 50% of the Public Entity Parties named herein. This Agreement shall continue for five (5) Agreement Years with an optional extension for five (5) additional Agreement Years subject to Section 9 concerning termination set forth below. A. Each potential Public Entity Party will have 60 days to approve this Agreement following its execution by CONTRACTOR. At the end of the 60 days, PAGE 8 only the members of the Coalition named in the Agreement that have executed the Agreement shall be included as a Public Entity Party on the Commencement Date. The Public Entity Party that signs after the sixtieth day will have its cash fee prorated to reflect the time period of its participation for that Agreement Year.. Any other members of the Coalition not specifically named may become a Public Entity Party at any time if/when they execute this Agreement. The cash fee and Trash Receptacle Value allocated to any Coalition member not specifically named herein will be negotiated between CONTRACTOR and LOS ANGELES COUNTY. B. The CONTRACTOR can request and shall be granted an extension for the second five-year term if it has complied with all provisions of this Agreement, which include but are not limited to: 1. The CONTRACTOR has paid its cash fees according to the terms set forth in Section 3, Paragraph A, Subparagraphs i thru 5; 2. The CONTRACTOR has provided new Trash Receptacles to replace those which have been damaged, defazed, worn or stolen; and 3. The CONTRACTOR has not acted in any way that would be injurious or harmful to the reputation, public image, or confidence of the Public Entity Parties. CONTRACTOR will be required to notify the Public Entity Parties through LOS ANGELES COUNTY of CONTRACTOR's desire to extend the Agreement One Hundred and Eighty (180) days before the end of the first five-year period. 6. O p e ra tions x pa s' u i CONTRACTOR and the Public Entity Parties agree that in the event that the Coalition's jurisdictional or operational authority of the Orange Coast Beaches is expanded or reduced, the following provisions apply: A. In the event the Coalition's jurisdictional or o erational control is expanded to include beaches not under its control as of the e9ective date of this Agreement, and CONTRACTOR desires to increase its sponsorship, Public Entity Parties and CONTRACTOR shall negotiate an increase in the fees commensurate with the increase in the number of Trash Receptacles needed. B. In the event the Coalition's jurisdictional and/or operational control is reduced to exclude beaches under its control as of the effective date 'of this Agreement, the Public Entity Parties and CONTRACTOR shall negotiate a reduction in the fees commensurate with the decrease in Trash Receptacles. If the reduction of operational control exceeds thirty (30) percent of the area of the beaches under the Orange Coast Marketing Coalition's control as of the effective date of this Agreement, the CONTRACTOR may terminate this Agreement without liability upon giving thirty (30) days written notice to the Public Entity Parties and upon pro rata distribution of cash fees required to be paid in Section 3.15, above. The CONTRACTOR shall not be entitled to a refund of any payments made in the event of a voluntary termination based on a reduction of the Orange Coast Marketing Coalition's operational control. PAGE 9 7. IndeMnificatiorn CONTRACTOR agrees to indemnify, hold harmless, and defend the Coalition, the Public Entity Parties and COUNTY OF LOS ANGELES, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns from and against any claim of damage to property or of death or injury to persons, including damages, expenses, reasonable litigation costs, and reasonable attorney's fees, resulting directly from any items produced, distributed or warranted by CONTRACTOR or its Client(s), and not involving any negligence by the Coalition, the Public Entity Parties, or COUNTY OF LOS ANGELES, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns and further including any claim of false or deceptive advertising, illegal competition or trade practices, common-law and/or statutory, arising as a result of this Agreement. 8. insurance Without limiting CONTRACTOR's indemnification obligations provided in Section 7 above, CONTRACTOR shall provide and maintain, at its own expense during the term of this Agreement, the following program(s) of insurance covering its services and operations as defined in this Agreement. Such insurance shall be provided by insurer(s) satisfactory to each of the Public Entity Parties. Satisfactory proof of such insurance shall be delivered to LOS ANGELES COUNTY on or before the Commencement Date of this Agreement. Such evidence shall specifically identify this Agreement and shall contain express conditions that the Public Entity Parties through LOS ANGELES COUNTY are to be given written notice at least thirty (30) days in advance of any modification or termination of any program of insurance: General Liability: A program including Broad Form Commercial Comprehensive General Liability Insurance to cover those exposures set forth in Section 7 regarding CONTRACTOR's indemnification obligations with a combined single limit of not less than Three Hundred Thousand Dollars ($300,000) per occurrence. Such insurance shall be primary to and not contributing with any other insurance maintained by the Public Entity Parties and shall name each Public Entity Party as an additional insured. Comprehensive Auto Liability: Endorsed for all owned, non -owned, and hired vehicles with a combined single limit of not less than Three Hundred Thousand Dollars ($300,000) per occurrence and shall name each Public Entity Party as an additional insured. Workers' Compensation: Insurance in amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with a $1,000,000 limit, covering all persons the CONTRACTOR is legally required to cover. A. Failure on the part of CONTRACTOR to procure or maintain required insurance shall constitute a material breach of contract upon which the Public Entity Parties through LOS ANGELES COUNTY may immediately terminate or suspend this Agreement. PAGE 10 U. B.. This Agreement shall not commence until CONTRACTOR has complied with the aforementioned insurance requirements. 9. Default and/or Termination A. - The parties agree that, without prejudice to any other rights available to them at law or pursuant to this Agreement, a party shall be deemed to be in default ("breaching party") and another party ("non -breaching party") shalt have the right to terminate this Agreement: 1. If breaching party shall fail to perform its obligations under this Agreement after thirty (30) days written notice, except if such failure to perform is due to fire, earthquake, labor dispute, or other events reasonably beyond the control of the breaching party, in which case the non -breaching party shall extend the time in which the breaching party may meet its obligations. the length of time for such extensions to be determined by the non -breaching party; or 2. if a party shall become bankrupt or insolvent, or enter into liquidation, or have a receiver appointed and be prevented from fulfilling its obligations as a result thereof. B. The parties agree that for purposes of determining breach, termination and default,'each Public Entity Party shall be treated as a separate and individual party. Therefore, a' Public Entity Party can be terminated from this Agreement and such termination will not cause this Agreement to terminate. In addition, such • termination will not change the rights and obligations of any other Public Entity Party. However, CONTRACTOR may terminate, without liability pursuant to Section 6.B above, in the event that any breach, default, termination of one or more Public Entity Parties results in a reduction in excess of 30% of the beach area covered by this Agreement as of the Commencement Date. C. In the event of termination by either party, the Public Entity Parties shall retain all rights to possession and use of the Trash Receptacles. Any adjudication of rights arising as a result of a breach of contract by any party shall be limited to determination of monetary damages due. 10. Wa_. iver: Failure or inability of any party to enforce any right hereunder shall not waive any right to enforce said right in the future. 11. o ices: All notices and statements to be given Hereunder shalt be given at the respective addresses of the parties as set forth below, unless notification of a change of address is given in writing. Any notice may be either hand delivered, sent by reputable overnight delivery service or by registered or certified mail and shall be effective upon receipt. CONTRACTOR shall maintain an address within California as the address to which such notice shall be given. CONTRACTOR shall designate an agent with a California address to accept service of process. The addresses for notice are: PAGE 11 U Coalition: Department of Beaches and Harbors 13837 Fiji Way Marina del Rey. CA 90292 Attn: Dorothy Crane - Head of Marketing Sponsor: Adopt A Highway Maintenance Corporation 3151 Airway Avenue, Suite F-110 Costa Mesa, CA 92626 Attn: Daniel Day President 12. Assignment: CONTRACTOR shall not have the right to assign any of its rights or obligations hereunder without the prior written consent of the Public Entity Parties. 13. CoMpliance with Law: CONTRACTOR shall conform to and abide by all municipal and county ordinances and all state and federal laws insofar as the same or any of them are applicable; provided, however, that if the adoption or enactment of any law after the date hereof results in it becoming not feasible for economic reasons for the CONTRACTOR to fulfill its obligations under this Agreement, CONTRACTOR shall have the right to terminate this Agreement upon ninety (90) days written notice. Notwithstanding anything else set forth herein,'no Public Entity Party shall have . the right to impose any tax, user fee or similar levy (except State income taxes) upon CONTRACTOR in connection with the services provided hereunder. 14. COMIDliance with Rules and a i : CONTRACTOR shall conform to and abide by all policies, rules and regulations of the STATE, ORANGE COUNTY, and CITIES insofar as the same or any of them are applicable; provided, however, that if the adoption or enactment of any rule or regulation after the date hereof results in it becoming not feasible for economic reasons for the CONTRACTOR to fulfill its obligations under this Agreement, CONTRACTOR shall have the right to terminate this Agreement upon ninety (90) days written notice. 15. Severability of Provisions: Should any individual provision of this Agreement be declared void, the validity of the remainder of this Agreement will not be affected and will remain in full force and effect. 16. Disputes: Any and all disputes arising out of or in connection"with the negotiation, execution, interpretation, performance or nonperformance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be settled by mutual agreement of the parties and, in the absence of such agreement, through binding arbitration by submission to arbitration and/or mediation. The location for the arbitration/mediation shall be within the County of Orange or a mutually agreeable Iocation. 17. No Joint Venture: Nothing herein contained shall be deemed to constitute this a joint venture or partnership between the parties and none of them shall be responsible for any obligations of the other, except as herein specifically provided. PAGE 12 18. xecutionb_Counterpa=: This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 19. tire Agregrrient: This Agreement contains the entire understanding between the parties relating to the subject matter herein contained. Any amendment of this Agreement must be in writing. PAGE 13 Client#: 7291 ADOPTAHI - ACORN,. CERTIFIG,,,..2 OF LIABILITY INSL,,,,ANCE DATE (MM-I 03121103D ' PRODUC �1 USI of uthern California �� LIc# 0351 2 "* 949-790-920 .r�� PO Sox 533 �� 4;; CSp Irvine, CA 92 9-3310 GG - THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC INSURED �It Adopt A Highway Maintenance Corp. 3151 Airway Avenue, Suite F-110 Costa Mesa, CA 92626 INSURERA: Lexington Insurance Company INsuRER B. National Liability8 Fire INSURERG American Int'l Specialty Lines Ins. INSURER D: INSURER E: 10 Day Notice for Non -Pay COVERAGES THE POJCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY RE 71.1IREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCU161ENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PE STAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTA ti5R TYPE OF INSURANCE POLICY NUMBER AT:Y yFE ryVDDN P A IµIRA N LIMA A GENERAL IJAMLITY 0453089 02108/03 05/01/04 EACH OCCURRENCE $1 000 000 X COMMIERCIALGENERAL LIA83LITY CLAIMS MADE Fx-j OCCUR DAMAGETORENTED :50 aa0 AHED EXP [Any ant person) $ PERSONAL a ADV INJURY $1 000 000 X Bi1PD Ded:10000 GENERAL AGGREGATE s2.000.000 GENLAGC,REGATEUMITAPPLIESPER: PRODUCTS -COMPIOPAGG $1 000 000 POLICY PRO -CT LOC B AUTOMOBILE LIABILITY X ANYAUTO 73APN194650 05/01/02 05101103 (Es amdWD SINGLE UMrr $1,000,000 BODILY INJURY (Per persm) S ALL OWNED AUTOS SCHEDULED AUTOS X HIREDAUTOS X NON-0WNEDAUTOS &OVE NNIFER AS TO FARM: cGRATH, City oir BODILY INJURY [Per seckINO S I(perec IDAMAGE s GARAGELIASILITY / e ✓`co AUTO ONLY -EA ACCIDENT S OTHER THAN EA ACC AUTO ONLY: AGG 3 ANY AUTO S C EXCESS'UMBRELLA LIABILITY BE7232171 02108103 05101/04 EACH OCCURRENCE 15,000,000 X OCCUR CLAIMS MADE AGGREGATE 35,0001000 1 S IDEDUCTIBLE X RETENTION $10000 WOR iERS COMPENSATION AND WC STA IT OTR EMPLOYERS' LIABILITY ANY uROPRIETOPWARTNEWEXECUTNE OFFICERMEMIBER EXCLUDED? Iyes Aesrnbe un(W SPf ( JAL PROVISIONS "Ow JENNIFER W0 TH, City Atton LeV E L-EACH ACCIDENT s E L. DISEASE -EA EMPLOYE $ E L DISEASE -POLICY LIMIT I S OTHI R DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS "Supplemental Name" Adopt A Highway Maintenance Corp. Adopt A Highway Maintenance Corp. of New York Sponscr-A-Highway, Inc., A Massachusetts Corporation (See Attached Descriptions) City of Huntington Beach Community Svcs Dept; Attn: Jim Engle PO Box 190 Huntington Beach, CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL EKY" TO MAIL *na DAYS WRITrEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. �xTb�9ciRk '"A'RS��t�k°R4t9�l3t�tA�1�l >t¢xnl�t�mLx�ac�x AUTHORIIEDREPRE3ENT THE off. /c ACORD 25 (2001108) 1 of 3 #M180233 GL3 W ..--V^L %.%j^r-%jI"'a1V" I°°° l IMPORTANT If the certificate holder is an ADDITIONAL. INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the Issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD;5-S(2001108) 2 of #M180233 D' UPTIONS (Continued fron 1) Adopt -A -Highway Maintenance Corp. of Arizona Adopt -A -Highway Maintenance Corp., DBA: Adopt -A -Beach Adopt A Highway Maintenance Corp., dba: Outdoor Displays Adopt A Highway Maintenance Corp. 401(k) Plan The City of Huntington Beach, its Agents, Officers and Employees are included as Additional Insured but only with respect to written contract. AMS 25.3 (2001108) 3 of 3 #M180233 State Compensation Insure To:, 1...i 02 Jun 03, 15:24 Page:001 CERTIFICATE HOLDER COPY STATE P.O. Box 42MM. SAN FRANCISCO, CA 94142-0807 COMPENSATION IN FUND M A% e% FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE J;.'Nn 2. 2003 GROUP: POLICY NUMBER 1222272-2002 CERTIFICATE ID: 77 CERTIFICATE EXPIRES: 10-01-2003 ... ::. .: ... :... ..•.. .. �....,: .-. ...10-Q1-2002110-02-ZJ03 CITY OF 't.U..NTING ON BEACH CCMtN. ITY-SERVICES DEFT PO BOX 190 ...- HL'NTINGTCN BECH CA 92648 This is to certify that we have issued a valid Worker's Compeisation Insurance policy in a form approved by the California Insurance Commiasionor to the employer named below for the pokey period indicated." This policy is not subject to cance Nation by the Fund except Upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be canceled prior to its wmal expiration. This certificate of insurance is not an insurance policy and does not amend, extond or ahcr the coverago afforded by tho policies listed herein. Notwithstanding any requirement, tome or condition of any contract or other document with respect to which this certificate of insurance may be Issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions, and conditens, of such policies. e. AUTHORMRlPRFSEfiTATIVE rpnceHT - .. EMPLOYER'S LIABILITY LIMIT INCLUDING WJ'ENSE COSTS: $1,000.000 PER OCCURRENCE VMRSINF.YT 12065 OnITLED CET.r1r1CATE UOLDERS'.NOTICE EFFECTIVE 10-01-2002 IS ATTACFED TO.&ND FORMS A PART OF THIS POLICY.- : ". . EM'le11A ADOPT A tilcuWAY .M4I.TT NxicE CORPORATIOY 3151 AIRttiAY AVE STE F110 COSITA MM CA 92626 SCIF 10292E TEPF-Ln: AA I State Compensation Insura To:, 02 Jun 03, 15:24 Page:001 CERTIFICATE HOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE JUNE 2, 2003 GROUP: POLICY NUMBER: 1222272-2002 CERTIFICATE 10: 77 CERTIFICATE EXPIRES: 10-01-2003 _. .10-01-2002/10-01-2003 CITY OF HUNTINGTON 13EACH COMMUNITY SERVICES DEPT PO BOX 190 HUNTINGTON BECH CA 92648 This is to certify that we have issued a valid Worker's Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy. period indicated. This policy is not subject to can by the Fund except upon 30 days advance written notice to the employer. We will also give you. 30 days advance notice should this poficy.be cancelled prior to its normal expiration This certificate of insurance is not an insurance policyand does not amend, extend or after the coverage afforded by the policies listed herein. Notwithstanding any requirement, term or condition of any Contract or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions, and conditions, of such policies. AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000.000 PER OCCURRENCE ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS` NOTICE EFFECTIVE 10-01-2002 IS ATTACHED TO.AND' FORMS A PART OF. THIS POLICY.. EMPLOYER ADOPT A.HIGHWAY,MAINT]NANCE CORPORATION 3151 AIRWAY AVE STE F110 COSTA MESA CA 92626 SCIF 10262E FEPF-Ul: AA 1 05/30/2003 15:09 USI SOCAL 4 17143741706 NO.264 001 CERTIFICATE OF INSURANCE itt cOrlificale of M—ce is NOT an "wane mkv and does not amend. extend or after the coverage afforded try the policies listed herein. NoW thstarnting any towWomant. torm or condition of any contract or other document with MUMCI 10 which WS certificate may be issuer or may pertain; vie insurance afforded by the policies described hemin Is subjed to all the terms. exclusions and condittons of such policies which may substantially lima Coverage. Where reference is made to an Aggregme limb thane limits ere Company's maximum IieblNty under the policy for the entire policy paned regardless of the number aF insumas, claimants or aecurrenoas. Certificate is issuep by Insureds Reprawitalive. Additiostal inured and other endarsemento may only be added by Company or its appointed General Agent. Data 05/23/2001 NAME OF INSURED Adopt -A -highway Maintenance Corporal on I Adopt-A- P.O. ADDRESS 3151 Xcrway We, IF 7 - sae a NFeark, CA 92626 Insurance Company Name. National Liability and Fire Insurance Company Insurance Company Address' 3024 Hamey Street ► Omaha, Nebraska - 68131-3580 POLICY NUMBER tUNOS OF INSURANCE LIMITS EFFECTWE EXPIRES COMMERCIAL GENtzW L LITY ® OM(rence Fonn 0 Claims -Made Form Coverages 0 Premisse-Operations O Protivws Comptatad operattone E3 other (spacily) N/A General Aggregate Lfmft Produtta-Cantptated $ aKA Oparation6 Aggregate Limit -_.. Peroonsl & Adverttsing Injury limb $ Each Occowsoos L161 ; B71 �P17A Fire Osmage Limit (Any One Fwa) a Medical E.xpenee Limit (Any One Person) ; 1 Aggregate Limit on Claims Expenses a X Hanueerint eadoraemente applicable ? 3APN2 371h B AUTOMONLE LIABILITY N/A Bodily injury Cecilpenfon a 0sjt)ij2003 05j41120 Each Accident $ w �,�F' 12 : t) A.M. i 2 : 01 A. Property Damage Each Accident $ Bodily Injury and Property Damage Combined single Lwm i M50,005 GARAGE UA@II.ITY Sodtiy Injury wW Property Damage Auto Mar then Auto Combined Single Limit 3 /A a h/A NIA _... r as Goveliamepers Insurance ❑ Legate Liabim 0 Direct Excess I 0 Direct F4imary S EX E S LIABIL 0 Aulomogse O Gwt+erai t.iaomly APP OVED AS TO FO) Name of Prirttary insurer: Primary Llmas S N A N/A ExcessLinilts a N/A E IFER MaGRATH, f Genaral Aggregate Limit $ , N/A Q A99MEM Limit inclusive of Claims Expenses N/A N/A Employers Llsot(ftp 3 X/A NIA Other N/A DESCRIPTION OF OPERATt *S&OCATIONVIVENICLES in the event Of any malarial change in or cancellation of &aid policies. the Ir oured's Representative )awing this CertIfteie:1itends to. but is not ob%*%d to. notfty ftte party to whom this CerOcate is eddreased of such change or tancapetion. The COMPAW undsrtakes no responsibility by reason of any failure of the insurad'a Representative to provide such notification. THS Ceftfffcate, issued to: City of Huntington Beach Cotten SvcDep PO Box 190 Hunt ri►jtr9tl $eac r CA 926 B M-St 44b (OW2002) This COdificate jssued by. 8y x INSURANCE SERVICTS Name of Insured's Repireser tetive D4 N-, kdo� ity Attome},' 0i(3H013 INSURANCE AHD INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Jim S. Engle 2. Date: June 2. 2003 3. Name of contra ctorlpermittee: Adopt -A -Highway Maintenance Corp. 4. Description of work to be performed: Provision of Trash Receptacles on, Beach 5. Value and length of contract: 5 years. $9,300 fi. Waiverlmodification request: Zero deduction re uirement 7. Reason for request and why it should be granted: _Deductible will not adversely affect the ci 8. Identify the risks to the City in approving this waive rlmodification: none. • f 612103 apartment Head Tgnature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and the City Attorneys Office disagree. 'S. Risk Management r, -,qApproved ❑ Denied �c Z O ignature Date 2. City Attorney's Office Approved ❑ Denied IL -A- Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiverlmodification 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 nnriimnnt7 W212=14-1A PM AGREEMENT No. 001, entered into this day of 199� IN WITNESS WHEREOF, CONTRACTOR hereto has executed this Orange Coast Marketing Coalition Trash Receptacle Sponsorship Agreement on the date set forth above. ADOPT A HIGHWAY MAINTENANCE CORPORATION By: Daniel Day, President STATE OF CALIFORNIA) COUNTY OF ORANGE} _ On 1998, before me the undersigned notary public, personally appeared . the person(s) whose name is subscribed to this instrument, and acknowledged that he executer! it. PAGE 14 ORANGE COAST MARKETING COALITION NIEMBER CITY OF HUNTINGTON BEACH AGREEMENT NO.001, entered into this day of Z - , .1998 CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California mayor ATTEST: City Clerk 7 ,7,e) APPROVED AS TO FORM: City Attorneyu�� APPROVED: Diro#dr &qq mmunity Services REVIEWED AND APPROVED: sty Administrator PAGE 14-A Client#: 77'4 ADOPTAHI PA.P.!!-,o,T' ACORD. CERTIFICkc OF LIABILITY INSLW XNCE 0312; 03 vaoouc LiSi of uthern Califomla� �� ��� p +�- LIc# 0351 2'*` 949.790.920 �I ��k�l"— PO Box 533 r,.. 'g. 4 Csv Irvine, CA 92 9-3310 O �' THIS CERTIFICATE IS ISSUED AS A 161ATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER 714E COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIL N INSURED I•r � Adopt A Highway Maintenance Corp. 3151 Airway Avenue, Suite F 110 Costa Mesa, CA 92626 INSURERA: Lexington Insurance Company INSURER& National Liability & Fire WSURER c; American lnt'l Specialty Lines Ins. wsoR D: o.SJRERE-. 10 Day Notice for Non -Pay COVERA3ES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REtWIREMENT. TER A OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE: INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIE 3. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSK LTR N R TYPE OF INSURANCE POLICY NUMBER A Y �FE TiYE P A Y X4Pl N UMW A GENERAL LIABILITY 0453089 02/08/03 05/01/04 EACH OCCURRENCE :1 00.000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $50,000 CLAIMS MADE Q OCCUR MED EXP (Arty one person) $ PERSONAL a AOV INJURY $1 000 000 X BI1PD Ded:10000 GENERAL AGGREGATE $2 00O 000 GEWL AGGREGATE LIMIT APPLIES PEP, PROOUMaCOMPIOPAGG $1 00O 000 MO.JECT LOC POLICY M B AUTOMOBILE LIABILITY X ANY AUTO 73APN194650 0 5/0 1102 05101/03 (ECOAIBrNED mwd) rIvrLE LIMB $1,000,000 BODILY INJURY (Per person) : ALL OWNED AUTO$ SCHEDULED AUTOS X HIRED AUTOS X NON-0AUTOS AP ROVE � - � 3} NNIFER A$ io fiClRMt � WRATH, City � BODILY INJURY (Per ecwdw)WNED . S I*W& nIDAMAGE s GARAGE LABILITY lfC 4I AUTO ONLY -EA ACCIDENT S OTHER THAN EA ACC S F I AW AUTO i I AUTO ONLY; AGG C tXCESSAMBRELLALIABILM BE723217i 02JOSJ03 05101I04 EACH OCCURRENCE $5000000 X] OCCUR ❑ CLAIMS MADE AGGREGATE s5,000.000 $ DEDUCTIBLE s X RETENTION $10000 WORK1_R3 COMPENSATION AND EMPLCYERS' LIABILITY ANY PI'OPRIET R PARTNER'EXECl1TIVE OFFICE 3 MEMBER EXCLUDED? Ey eseenbe user SpkV L PROVISIONS Wow JENNIFER McGF ATH, City Attor Lev WC STATU OF R E.L. EACH ACCIDENT S E L DISEASE -EA EMPLOYEE S E L DISEASE -POLICY LIArR f OTHER ' CESCRIPRON OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS " Supplemental Name e' Adopt A Highway Maintenance Corp. Adopt A Highway Maintenance Corp. of New York Sponsor -A -Highway, Inc., A Massachusetts Corporation (See Atta_hed Descriptions) TE HOLDER City of Huntington Beach Community Svcs Dept; Attn: Jim Engle PO Box 190 Huntington Beach, CA 92648 SHOULD ANY OF THE ABOVE DE$CRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 0ATL? THEREOF. THE ISSUING INSURER WILL EaWX* TO MAJL ­% DAYS WRITTEN NOT.CE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, iIW;QQ t *z3&ft* AUTHORIZED REPRESENT TIYE a-t-A /c, ACORD 25 (2001108) 1 of 3 #M180233 CL3 O AL;UKU L;UKYUKAI Icon 11100 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in Geu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the Issuing Insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001108) 2 of 3 #VII80233 D� AIPTIONS (Continued fronW—je 1) Adopt -A -Highway Maintenance Corp. of Arizona Adopt -A -Highway Maintenance Corp., DBA: Adopt -A -Beach Adopt A Highway Maintenance Corp., dba: Outdoor Displays Adopt A Highway Maintenance Corp. 401(k) Plan The Clay of Huntington Beach, its Agents, Officers and Employees are Included as Additional Insured but only with respect to written contract. AMS 25.3 (2001108) 3 of 3 #M180233 State Compensation InsL a To:, 0a Jun 03, 15:24 Page:001 CERTIFICATE HOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE JUNE 2, 2003 GROUP: POLICY NUMBER 1222272-2002 CERTIFICATE ID: 77 CERTIFICATE EXPIRES: i.C-01-2003 _10-01-200211.0-01-2003 CITY OF HUNTINGTON BEACH COMMUNITY SERVICES DEPT PO BOX 190 HUNTINGTON BECH CA 92648 This is to certify that we have issued a valid Worker's Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy.period indicated_ This policy Is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also. give.you 30. days advance notice should this policy.te cancelled prior to its. normal expiration. This certificate of insurance is not an insurance policy. and does. not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term or condition ofanycontract or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions, and conditions, of such policies. SCIF 10262E fEPF•Ul: AA C5 /30/2003 15 : 09 US I SOCAL. 3 171 a37.t 1709 H0.264 Vol 1 CERTIFICATE OF INSURANCE i ; OMM Of i'b61W%C0 M NOT an MBUM e y Ond Was net errand. WON 0f &W 00 C010 Is OffOrded by the PahOee NEW ham. NoWt-stefdnp any n www"ht tare+ OcCondi tpn Of afy We vct of 04`ae 0acumant writ respea w •Kart+ 9" csnM to may be booed w"pwMir; 910 Usurance of med"ttee POW= daeC*f'JOd hmi t Is S1l0410 an Ira Wrms. exaUsieni and Wmo" Of N051 PtM[[ies 014d moy v-fttwr♦raet km CCrert7O. YYbera rstanrCe is trade to an AQgnpaia Lknk rise t)ms We Campaeya maw"WM talb" yeaer C1e Po+•cy tW fha entire pdiq ParoC nQHdteas Of 00 nw+bar of+*woos. detetanb of OMWree"S. Cer%MO is im% Nu Dy V4WW8 Re9fasanr605. Additional insured &M other eadaraewenta way Only be added by Casgany Or its appointed Ceneral Agent. Date 05/23/2003 NAME OF INSURED Adopt -A -Highway }taintenance Carpora on op - - P.O. ADDRESS 315 irwxy Xve.. 9 F - 6 Coasta eea. CA 92626 InaurartasCompany Name: National Liability and Fire Ineurance Companv Insurance Company Addresa' 3024 Harney Street *Omaha, Nebraska a 68131-3580 POLICY NUMBER IONDS OF 1iA ANCE LIIMITS EFFECTIVE EXPMS COMMERCIAL GENERkLL RY 0 Caurtanoe Fern O Cltims•Msdo Fwm n Pran+teee-0psratbna O Produ�C�mpietad ODa"eDona Cl cow [sDeci<r! N/A t'oww Apt Wata L" : Produda{O"IeW OWadc% AQgrapntN Link J 3 POW. i Ad.ertia4 krjvy lMntt Each otxww" Um s Fir" Damapa 1*4 (Mir One nrol i I4aftat a Lha (Any One Paton) s JIM QMate Link an Cts rft Eq"n s .nuaersrt endorsewmco applicable AUTOteOBlLE Lu9:tItY I1/A eoftMrir7 Ea.-hPantoe S 05/0!/2003 05/0I/20 731+?:i2371t8 faaA94Wf-et PnOG�irGama4e Each Aconv 22.00 A.M. 1201 A. S 80d'iy4myand ProperV DW pe ComGnad Sr9te Lrnt 3 1,660,060 GARAGE L1At} MY Godly k+jury and Property Damage Ouw eten AUW ranmatedsing%Lkra 9—"'WA s x/>t N/A iw"reVWARa L" � Excess 8'4'% 0 OL-04 Mimei MESS LIA81L(TY 0 Autonl904 0 GNraatLnvv APP OVEDASTOFOF Named Prrnery trraVra' � tr ! —61c AFER Nix xlA MRAM C Gw*W Awropb Unld _ , JJ/A 0 Ag oWa Wd ktoisive of Cams Evenass N/A N/A E^rpuWsLMWV S JIIA N/A Omar N/A OESCJitPitON OF 0PERATKX&I.00AT10N514K1Ct.E3 k1 the own: of dry MUNI r duxeee to or Cant� of w POFdes. rid *wire la RapreSaf w w %ours see Garftm Mtt M to. twi is M obspaled Ia. tw*ft Park fo rMtorl 1h12 Corttkalo is U&Mad al euCh Charge Of WCOSAW. The COWAW w bftsaee no responsWty by reason of any fadun of V* fnsweda PAPrOWiatira to provide SUM nOtlksron. This Cen*ote Issued to: City of Jf=tin0,on Beach Cons* SveDep PO Box 190 Jaunt ngton Beach, _CA 92648 M-3044b (0&2002) This I;qr-Rate IssaeJd by By `ram ./ INSURANCE SERVICES Herrin of insured's Represerubve M: kZ/03 .ity Attom C� INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Jim B. Engle 2. Date: June 2, 2003 3. Name of contra ctor/permittee: Adopt -A -Highway Maintenance Corr). d. Description of work to be performed: Provision of Trash Receptacles on Beach 5. Value and length of contract: 5 years, $9,300 6. Waive rlmodification request: Zero deduction requirement 7. Reason for request and why it should be granted: Deductible will not adversely affect the c1tv 8. Identify the risks to the City in approving this waiver/modification: none. vent Head a fi12103 Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office Is only required if Risk Management and the City Attorney's Office disagree. 1. Risk Management Approved ❑ Denied Z O ignature Date 2. City Attorney's Office pp 'l Approved ❑ Denied 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 Attorneys 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 0 nrv-3inant7 R17f7nn'i A-IR PA.t DATE: ' 0� FROM: Connie Brockway, City Clerk SU13JECT: COMPLETION BY YOUR DEPARTMENT OF CITY COUNCfIL A PPRO VED A GENDA ITEM STEM: {yt {; Date Approved: SF The above item can be officially filed if the following requirements are met: W 61y(ture aft DWI Adco V �1 ,- :�i In order for the City Clerk's Office to proceed, pease check as applicable: ( ) The necessary requirements will be provided by Date OR V) Completion of this item is no longer necessary. M. Q�Y' -014:' -� ��-41 D partment Head Sig t re City Atto y s-64s Deputy City Attorney cc: City Attorney City Administrator 1..J CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CrTY CLERK �l �7 #9 e -- P/" , July 14, 1998 �o� aF 6he, Fully CALIFORNIA 92648 "tedfzd"I Q-?) IneAt 05 tatl-t //:5t OF Daniel T. Day, President Adopt -A -Beach Go Adopt A Highway Maintenance Corporation 3151 Airway Avenue, Suite F-110 Costa Mesa, CA 92626 Dear Mr. Day: E4 &J,*70 CC1so 4,S t%,e--, The City Council of the City of Huntington Beach at its 7113/98 adjourned regular meeting approved Agreement No. 001 Orange Coast Marketing Coalition Trash Receptacle Sponsorship Agreement between the city and Adopt A Highway Maintenance Corporation and four other public entities. The Mayor and City Clerk have executed the offal agreement (enclosed). Please return the enclosed copy of this letter and provide information as to whom the city may expect to receive a copy of this agreement when fully executed. Sincerely, Connie Brockway City Clerk cc: Department of Beaches and Harbors Attn: Dorothy Crane, Head of Marketing 13837 Fiji Way Marina del Rey. CA 90292 Enclosure: Original Agreement Copy of Letter To Be Returned to City Clerk 9M0110W UP/a9rmts/adopt (Tale phone: 714-5353227 ) 09 k..; -P,. , j --11. S S - Council/Agency Meeting Held: 7-13-g9 �Lk�cu 10� DeferredlContinued to: Approved ❑ Conditionally Approved 0 Denied City Clerk's Signature Council Meeting Date: 07/13/98 Department ID Number. CS 98-025 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrato PREPARED BY: RON HAGAN, Director, Community Services SUBJECT: BEACH TRASH RECEPTACLE SPONSORSHIP Statement of Issue. Funding Source, Recommended Action, Altemallve Action(s), Analysis, Envirorunental Status. Attachments) Statement of issue: Should the city enter into an agreement with Adopt A Highway Maintenance Corporation to provide trash receptacles and money for beach maintenance to the City of Huntington Beach in exchange for sponsor identification on the trash receptacles on the city beach? Funding Source: Not applicable. City will receive revenue and merchandise. REVENUE SUMMARY Total Contract Value for ten years: Cash $132,733 Merchandise (trash receptacles) $103,320 TOTAL VALUE $236,053 Annual Revenue to the city: Cash $13,272 Merchandise (trash receptacles) $10,332 TOTAL ANNUAL VALUE $23,604 Recommended Action: 1. Motion to: Authorize the Mayor to sign the agreement with Adopt A Highway Maintenance Corporation for a five year term with an optional five year extension to provide free trash receptacles and cash to the City of Huntington Beach with a total ten year net value of $236,053 in exchange for sponsorship identification on the trash receptacles. 0/ REQUEST FOR COUNCIL ACTION MEETING DATE: 07/13198 DEPARTMENT ID NUMBER: CS 98-025 2. Motion to: Authorize the Director of Community Services to act as the city's agent in reviewing and approving all advertisements as to appropriateness to be placed on the trash receptacles. Altemative Action s): Do not enter into this agreement at this time. Analysis: On May 5, 1997, City Council approved becoming a member of the Orange Coast Marketing Coalition and entered into an agreement with the Marketing Division of Los Angeles County (LAC). The purpose of the agreement was to allow LAC to act as an agent for the city to seek sponsorships on the beach. The agreement called for LAC to receive 15 percent of any funding and 10 percent of the value of any merchandise for any sponsorships that it brought to the Orange Coast Marketing Coalition of which the city is a member. Other members of the coalition include Newport Beach, Seal Beach, Laguna Beach, County of Orange, and State of California Parks and Recreation Department. The sponsorships are similar in nature to those the city currently has with Simple Green and Chevrolet. In the city's Adopt A Beach Program, Simple Green provides $20,000 for local civic organizations to receive stipends for cleaning the beach. Simple Green receives name identification on the beach with signs on the lifeguard towers as well as at special events. Chevrolet provides Huntington Beach with $220,000 worth of new lifeguard vehicles per year in exchange for name identification on the vehicles, a presence at special events, and filming opportunities on the beach. The Orange Coast Marketing Coalition, through LAC as its agent, has received an offer from Adopt A Highway Maintenance Corporation. Over a ten year period, the city will receive 5,000 trash receptacles valued at $103,320 and $132,723 in cash for a total value of $236,043. See Attachment 1. The city's average share each year is 500 trash receptacles valued at $10,332 and $13,272 in cash. The formula was created proportionally based on the number of trash receptacles that would be on the beach during the peak season for each of the member agencies within the coalition. Adopt A Highway Maintenance Corporation provides the trash receptacles and maintains and replaces them when damaged. Adopt A Highway Maintenance Corporation sells advertisements that are placed on trash receptacles. See Attachment 3. From this revenue, the city is provided with 500 free trash receptacles annually and cash. As noted above, LAC receives 10 percent of the value of merchandise. The trash receptacles are valued at $103,320 over the ten year period; 10 percent is $10,332. Sponsor fee to the city is $168,300 over the ten year period; fifteen percent is $25,245. The total agent fee to LAC for the ten year program is $35,577. See progressive fee schedule in Attachment 1. Since this agent fee ($35,577) is taken out of the sponsor fee ($168,300), there Is no cash payment made by the city to LAC. The net value to the city is $132,733 in cash plus the $103,320 value of trash receptacles for a total ten year net value of $236,053 for the entire program. 0032164.01 -2- 0710719812:58 PM QUEST FOR COUNCIL ACTION MEETING DATE: 07/13198 DEPARTMENT ID NUMBER: CS 98.025 The trash receptacles, maintenance, and revenue are provided in exchange for displaying client sponsorship identification on the receptacles. The sponsorship identification on the receptacles must be appropriate and in good taste. Sponsorship identification that will not be permitted includes political advertising, signs that are indecent, obscene, pornographic or sexually explicit, or materials advocating the use of illegal substances, tobacco or alcohol products. Sponsorship identification must be two dimensional printed material reviewed by the city (Director of Community Services) prior to placing on the trash receptacles. Each receptacle will have two ads, each 24" x 36' in size, plus the words 'Keep our beaches clean" with the Surf Rider logo on the bottom and 'Adopt A Beach' on the top. Sponsorship identification cannot contain moving parts, an audio message or scent. It cannot provide for distribution of samplers, fliers, brochures, coupons or other similar material. The state, county, Huntington Beach, and other beach cities created this coalition and entered into the contract in May, 1997 with LAC because these agencies lack the staff, time or expertise to properly market their beaches. In addition, continued budgetary reductions have necessitated the need to create the coalition and seek the assistance of the Marketing Division of Los Angeles County in order to provide additional resources. LAC is approaching the coalition with this trash receptacle sponsorship. Staff had some concern regarding how the sponsorship program would affect the city's Pier Plaza naming rightslcorporate partnering program. However, the Adopt A Highway Corporation will cooperate and not conflict with any future sponsors that the city may have for Pier Plaza_ See Attachment 4. Staff recommends approval of this agreement. Environmental Status: Trash receptacles have to be at the beach and the more trash receptacles on site, the cleaner the beach. Attachment(s): RCA Author. JBE1as 0032184.01 -3- OTIOT198 12:58 PM �./ e4TTACHMENT #1' ATTACHMENT #2 AGREEMENT NO.001 ORANGE COAST MARKETING COALITION TRASH RECEPTACLE SPONSORSHIP AGREEMENT BY AND BETWEEN ADOPT A HIGHWAY MAINTENANCE CORPORATION, a California Corporation, doing business as ADOPT- A.BEACH, hereinafter referred to as "CONTRACTOR" AND CITIES of Seal Beach, Huntington Beach, Newport Beach, and San Clemente, all municipal corporations or general law cities, hereinafter collectively referred to as "CITIES"; AND COUNTY OF ORANGE, specifically the Public Facility Resource Department, a political subdivision of the State of California. hereinafter referred to as "ORANGE COUNTY"; AND STATE OF CALIFORNIA, specifically through the Department of Parks and Recreation, hereinafter referred to as "STATE"; AND COUNTY OF LOS ANGELES, a body corporate and politic, hereinafter referred to as "LOS ANGELES COUNTY". RECITALS WHEREAS, CITIES, ORANGE COUNTY and STATE are responsible for the management of coastline within Orange County and the northerly portion of San Diego County; WHEREAS, CITIES, ORANGE COUNTY and STATE are members of the ORANGE COAST MARKETING COALITION ("Coalition"), a coalition of public entities formed to jointly negotiate marketing agreements utilizing the expertise of LOS ANGELES COUNTY acting on behalf of the Coalition; WHEREAS, CONTRACTOR desires to obtain the exclusive rights to provide and display sponsorship materials on Trash Receptacles located within Orange County and the northerly portion of San Diego County; PAGE 1 WHEREAS, CONTRACTOR desires to support and preserve the beautiful beaches within Orange County and the northerly portion of San Diego County by supporting a portion of the public safety services and beach maintenance costs in exchange for the exclusive right to donate Trash Receptacles for placement on the Orange Coast Beaches and to sell sponsorship space on such barrels; WHEREAS, STATE is authorized by the provisions of the Public Resources Code Sections 5009.1, 5009.2 and 5009.3 to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the State of California; WHEREAS, ORANGE COUNTY is authorized by the provisions of the Codified Ordinance of the County of Orange Division 5, Section 2-5-127 to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the County of Orange; WHEREAS, CITY of SEAL BEACH is authorized by the provisions of S 28-2002 of the Sea) Beach City Municipal Code to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of Seal Beach; WHEREAS, CITY of HUNTINGTON BEACH is authorized by the provisions of Chapter 13.56 of the Huntington Beach City Municipal Code to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of Huntington Beach; WHEREAS, CITY of NEWPORT BEACH is authorized by the provisions of Article 2, Section 200 of the Newport Beach City Municipal Code to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of Newport Beach; WHEREAS, CITY of SAN CLEMENTE is authorized by the provisions of Article XI, Section 7 of the California Constitution and Government Code Sections 37350 and 37351 to sell sponsorship rights on Orange Coast Beaches that are owned or operated by the City of San Clemente; and WHEREAS, LOS ANGELES COUNTY is authorized to solicit, negotiate and prepare sponsorship proposals and agreements on behalf of the Coalition for presentation to Coalition members and to receive a commission for such services. IT IS THEREFORE agreed by and between the parties as follows: 1. pgfinitions As used herein, the terms set forth below shall be defined as follows: A. "Agreement Year" shall mean the 355-day period commencing 60 days after the CONTRACTOR executes this Agreement or any subsequent 365-day period commencing upon the expiration of a prior Agreement Year. B. "Client" shall mean any group, organization, or entity which contracts with CONTRACTOR for the sponsorship of Trash Receptacles on Orange Coast Beaches, allowing for the display of its name, image and/or products on the sponsored Trash Receptacles. C. "Client Records" shall mean all transactions and contracts including all accounting regarding remittances to the CONTRACTOR from the Client with PAGE 2 respect to the sponsorship of the Trash Receptacles on the Public Entity Parties' beaches. D. "Commencement Date" shall mean the date this Agreement is executed by the CONTRACTOR. E. "Gross Revenue" shall mean all revenue collected by CONTRACTOR for an Agreement Year from its Clients for the sponsorship of the Trash Receptacles, minus the commission(s) paid to recognized and credible advertising agencies and the Surfrider Foundation and other nonprofit organizations which assist with CONTRACTOR's marketing efforts, which commissions shall not exceed 20 percent of all revenue collected. F. "Orange Coast Beaches" shall mean those beaches within Orange County and the northerly portion of San Diego County over which the Public Entity Parties have operational authority. G. "Public Entity Party(ies)" shall mean that individual member or those members of the Orange Coast Marketing Coalition participating in this Trash Receptacle Sponsorship Agreement. H. "Sponsorship Identification" shall mean the display on no more than 66% of the surface space on the Trash Receptacle of a sponsor's name, image and/or products. Areas reserved for public service messages shall not be included as part of the Sponsorship Identification space. I. "Trash Receptacle(s)" shall mean a trash container of the size used by the Public Entity Party in the jurisdiction in which the container is to be located and supplied by CONTRACTOR pursuant to this Agreement and placed on the beaches operated by the Public Entity Parties. J. "Trash Receptacle Value" shall mean the assigned annual value for providing the Trash Receptacles to the Public Entity Party. A. Subject to the conditions set forth hereinbelow and upon execution of the Agreement by the Public Entity Parties, the Orange Coast Marketing Coalition through LOS ANGELES COUNTY and the individual Public Entity Parties shall grant to CONTRACTOR the exclusive right to provide Trash Receptacles on Orange Coast Beaches during the term of this Agreement and to sell to Clients sponsorship of the Trash Receptacles in consideration of the display of Client Sponsorship Identification on the Trash Receptacles. B. Public Entity Parties agree to place Trash Receptacles on appropriate beaches within approximately ten (10) business days of receipt of the Trash Receptacles at delivery sites agreed upon by Public Entity Parties and CONTRACTOR, but in no case later than 30 days after receipt of the Trash Receptacles. PAGE 3 C. The number of Trash Receptacles to be placed on the respective beaches shall be as set forth on Exhibit 1. The exact number of Trash Receptacles may fluctuate throughout the term of this Agreement due to redevelopment projects and the like, but shall be no less than the minimums set forth in Exhibit 1, unless the Public Entity Parties temporarily remove Trash Receptacles from the beaches to avoid damage to or loss of the Trash Receptacles. This fluctuation will not affect the terms of this Agreement. D. Public Entity Parties agree to reasonably place, maintain and empty the Trash Receptacles placed on their beaches. E. Each Public Entity Party has been allocated a total Trash Receptacle Value for the 5-year and 10-year terms of the Agreement as identified for each Public Entity Party on Exhibit 1. The total allocation for each Public Entity Party can be spent by that respective Public Entity Party when and as needed during the term of the Agreement. However, if a Public Entity Party exceeds its total Trash Receptacle Value allocation by requesting either Trash Receptacles of greater value or related accessories (i.e., lids), that Public Entity Party shall be required to bear all costs exceeding its Trash Receptacle Value allocation. A. Fees and Costs: For the exclusive right to place Sponsorship Identification on the Trash Receptacles, CONTRACTOR agrees: 1. The first Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $65,000, divided into 2 equal payments of $32,500 in cash on the first day of the Agreement Year and $32,500 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles in amounts as identified on Exhibit 1 with an assigned Trash Receptacles Value of $50,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 2. The second Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $70.000, divided into 2 equal payments of $35,000 in cash on May 1 and $35,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $51,500 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 3. The third Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $75,000, divided into 2 equal payments of $37,500 in cash on May 1 and $37,500 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $53,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties PAGE 4 �.J 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 4. The fourth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $80,000, divided into 2 equal payments of $40,000 in cash on May 1 and $40,000 in cash on November 1. The CONTRACTOR Will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $54,500 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 5. The fifth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $90,000, divided into 2 equal payments of $45,000 in cash on May 1 and $45,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $57,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 15% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 6. The sixth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $95,000, divided into 2 equal payments of $47,500 in cash on May 1 and $47,500 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $58,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 7. The seventh Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $100,000, divided into 2 equal payments of $50,000 in cash on May 1 and $50,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $60,000 for such year. Additionally. CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 8. The eighth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $110,000, divided into 2 equal payments of $55,000 in cash on May 1 and $55,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $61,500 for such year. Additionally: CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the PAGE 5 i.� sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 9. The ninth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $120.000, divided into 2 equal payments of $60,000 in cash on May 1 and $60,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $63,500 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. 10. The tenth Agreement Year, CONTRACTOR will pay the Public Entity Parties a payment of $130,000, divided into 2 equal payments of $65,000 in cash on May 1 and $65,000 in cash on November 1. The CONTRACTOR will also provide new Trash Receptacles for any damaged, defaced, worn or stolen Trash Receptacles with an assigned Trash Receptacle Value of $65,000 for such year. Additionally, CONTRACTOR will pay the Public Entity Parties 20% of Gross Revenue in excess of the sum of the cash payments and Trash Receptacle Value for such year, no later than 45 days after such Agreement Year has ended. B. - CONTRACTOR will provide to LOS ANGELES COUNTY an accounting of its Gross Revenue within 45 days after the termination of each Agreement Year that the Agreement is in effect. In addition, to the extent that percentage -based Gross Revenues are due to the Public Entity Parties in excess of the payments previously made plus the Trash Receptacle Value for such yeaf. CONTRACTOR shall transmit the balance due in cash together with the accounting no later than 45 days after termination of the Agreement Year. C. CONTRACTOR shall maintain accurate and complete Client Records, kept in accordance with generally accepted accounting principles. CONTRACTOR shall retain the Client Records for a period of not less than three (3) years from the termination date of this Agreement. CONTRACTOR shall make all of its Client Records available to the Public Entity Parties for inspection and copying within twenty (20) days of a request through LOS ANGELES COUNTY. D. At the beginning of each Agreement Year, CONTRACTOR agrees to provide the Trash Receptacles that are identified on Exhibit 1 according to a schedule to be agreed upon between the Public Entity Parties and the CONTRACTOR. CONTRACTOR shall deliver the first shipment of Trash Receptacles within sixty (60) days of the commencement of the Agreement. CONTRACTOR further agrees to assume all design, manufacturing, and delivery costs associated with the production and delivery of the Trash Receptacles to designated sites. CONTRACTOR shall have the continuing obligation to replace or repair damaged, defaced, worn or stolen Trash Receptacles. E. The design and material specifications of the said Trash Receptacles shall be approved by the Public Entity Party for its jurisdiction, which approval shall not be unreasonably withheld. if any changes are proposed to be made by PAGE 6 CONTRACTOR to the design of the Trash Receptacles, prior approval must be obtained from the respective Public Entity Party, which approval shall not be unreasonably withheld. CONTRACTOR shall also, at its sole expense, install and replace Sponsor Identification covered by this Agreement. F. CONTRACTOR represents that all Sponsorship Identification shall be appropriate and in good taste. Sponsorship Identification shall not include political advertising, materials critical of government agencies, signage for indecent, obscene, pornographic or sexually explicit materials, materials advocating the use of illegal substances, tobacco or alcohol products, or for any automobile manufacturer in direct competition with the automobile manufacturer that is the exclusive Lifeguard Vehicle provider for the Coalition. G. CONTRACTOR agrees that all Sponsorship Identification will be two dimensional printed material, and shall be reviewed in advance by the Public Entity Parties as provided in subparagraph H below. Sponsorship Identification shall not contain moving parts and shall not provide an audio message or a scent. Sponsorship Identification shall not provide for distribution of any samples, fliers, brochures, coupons or other similar material. H. CONTRACTOR must submit to each Public Entity Party for review a copy of all Sponsorship Identification for evaluation and approval prior to the application of any such Sponsorship Identification to the Trash Receptacles in that Public Entity Party's jurisdiction. At its sole and reasonable discretion, each Public Entity Party may reject any and all Sponsorship Identification which it reasonably deems fails to comport with the requisites of this Agreement, or is injurious or harmful to its business, its reputation or public image or prone to impair the confidence of patrons of Orange Coast Beaches. The Public Entity Party for the jurisdiction in which the Sponsorship Identification is to be placed will notify CONTRACTOR of approval or disapproval of all Sponsorship Identification within 72 hours, not including Saturdays. Sundays or Holidays. Silence by the Public Entity Party representing the jurisdiction in which the Sponsorship Identification is to be placed, or failure to approve or disapprove Sponsorship Identification within the 72-hour period, shall not be considered as approval or concurrence. However, silence by the Public Entity Party or its failure to approve or disapprove within 10 days of receipt of Sponsorship Identification shall be deemed to constitute approval of such Sponsorship Identification. CONTRACTOR shall not place on a Trash Receptacle any Sponsorship Identification which has been disapproved by a Public Entity Party representing that jurisdiction in which the CONTRACTOR is seeking approval. If the Public Entity Party disapproves of Sponsorship Identification and CONTRACTOR so requests, that Public Entity Party shall meet with CONTRACTOR and make a good faith attempt to resolve any disagreement. I. CONTRACTOR agrees to submit to each Public Entity Party for its prior approval, which approval will not be unreasonably withheld, all proposed CONTRACTOR/Client signage, promotions, commercials or other CONTRACTOR/Client display material which in any way represents the CONTRACTOR/Client in relation to the Coalition or the Public Entity Party. PAGE 7 4. Rights and Obligations of LOS ANGELES COUNTY The parties hereto recognize that LOS ANGELES COUNTY has and continues to solicit and negotiate proposals and agreements on behalf of the Coalition pursuant to the Orange Coast Marketing Coalition Agreement. As a result thereof, the parties hereto recognize that LOS ANGELES COUNTY has the following rights and obligations: A. Distribution of Fees and Commissions: 1. LOS ANGELES COUNTY will receive from CONTRACTOR and distribute to the Public Entity Parties the cash fees set forth in Section IA according to their participation percentages as set forth in Exhibit 1 after deduction of any commission then due to LOS ANGELES COUNTY as set forth in subparagraph 2 immediately hereinbelow. 2. The Public Entity Parties' commission to LOS ANGELES COUNTY will be deducted upon receipt of the cash -fee during each Agreement Year. The commission shall be equal to 15% of the amount that is received by LOS ANGELES COUNTY from the CONTRACTOR on behalf of the Public Entity Parties as set forth in Exhibit 1. B. Distribution of Donated Product and Commissions: 1. LOS ANGELES COUNTY will assist Public Entity Parties in determining sites for and amounts of donated Trash Receptacles for each Public Entity Party and will, thereafter, assist in resolving distribution problems. 2. Each Public Entity Party shall owe a commission equal to 10% of the annual Trash Receptacle Value as set forth in Exhibit 1 to LOS ANGELES COUNTY upon receipt of Trash Receptacles. This commission will be deducted upon receipt of the cash fee during each Agreement Year as specified in Exhibit 1. Each Public Entity Party acknowledges and agrees that CONTRACTOR is only responsible for paying fees to LOS ANGELES COUNTY, and that CONTRACTOR shall have no liability to any Public Entity Party for its portion of any fee payable hereunder. 5. Ierm This Agreement shall be deemed to begin on the Commencement Date subject to the provisions of Section 8, Paragraph B, below. However, in the sole discretion of the CONTRACTOR, this Agreement shall be of no force or effect unless executed by at least 50% of the Public Entity Parties named herein. This Agreement shall continue for five (5) Agreement Years with an optional extension for five (5) additional Agreement Years subject to Section 9 concerning termination set forth below. A. Each potential Public Entity Party will have 60 days to approve this Agreement following its execution by CONTRACTOR. At the end of the 60 days, PAGE 8 only the members of the Coalition named in the Agreement that have executed the Agreement shall be included as a Public Entity Party on the Commencement Date. The Public Entity Party that signs after the sixtieth day will have its cash fee prorated to reflect the time period of its participation for that Agreement Year. Any other members of the Coalition not specifically named may become a Public Entity Party at any time if/when they execute this Agreement. The cash fee and Trash Receptacle Value allocated to any Coalition member not specifically named herein will be negotiated between CONTRACTOR and LOS ANGELES COUNTY. B. The CONTRACTOR can request and shall be granted an extension for the second five-year term if it has complied with all provisions of this Agreement, which include but are not limited to: 1. The CONTRACTOR has paid its cash fees according to the terms set forth in Section 3, Paragraph A, Subparagraphs 1 thru 5; 2. The CONTRACTOR has provided new Trash Receptacles to replace those which have been damaged, defaced, worn or stolen; and 3. The CONTRACTOR has not acted in any way that would be injurious or harmful to the reputation, public image, or confidence of the Public Entity Parties. CONTRACTOR will be required to notify the Public Entity Parties through LOS ANGELES COUNTY of CONTRACTOR's desire to extend the Agreement One Hundred and Eighty (180) days before the end of the first five-year period. fi. Operational Expansion_ or Reduction CONTRACTOR and the Public Entity Parties agree that in the event that the Coalition's jurisdictional or operational authority of the Orange Coast Beaches is expanded or reduced, the following provisions apply: A. In the event the Coalition's jurisdictional or operational control is expanded to include beaches not under its control as of the effective date of this Agreement, and CONTRACTOR desires to increase its sponsorship, Public Entity Parties and CONTRACTOR shall negotiate an increase in the fees commensurate with the increase in the number of Trash Receptacles needed. B. In the even; the Coalition's jurisdictional and/or operational control is reduced to exclude beaches under its control as of the effective date of this Agreement, the Public Entity Parties and CONTRACTOR shall negotiate a reduction in the fees commensurate with the decrease in Trash Receptacles. If the reduction of operational control exceeds thirty (30) percent of the area of the beaches under the Orange Coast Marketing Coalition's control as of the effective date of this Agreement, the CONTRACTOR may terminate this Agreement without liability upon giving thirty (30) days written notice to the Public Entity Parties and upon pro rata distribution of cash fees required to be paid in Section 3.B, above. The CONTRACTOR shall not be entitled to a refund of any payments made in the event of a voluntary termination based on a reduction of the Orange Coast Marketing Coalition's operational control. PAGE 9 7. lndgmnifi�atio0 CONTRACTOR agrees to indemnify, hold harmless, and defend the Coalition, the Public Entity Parties and COUNTY OF LOS ANGELES, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns from and against any claim of damage to property or of death or injury to persons, including damages, expenses, reasonable litigation costs, and reasonable attorney's fees, resulting directly from any items produced, distributed or warranted by CONTRACTOR or its Client(s), and not involving any negligence by the Coalition, the Public Entity Parties, or COUNTY OF LOS ANGELES, as well as their respective Supervisors, Board of Supervisors, councils and council members, departments, officials, agents, employees, successors, and assigns and further including any claim of false or deceptive advertising, illegal competition or trade practices, common-law and/or statutory, arising as a result of this Agreement. 8. 1nsuranrrg. Without limiting CONTRACTOR's indemnification obligations provided in Section 7 above, CONTRACTOR shall provide and maintain, at its own expense during the term of this Agreement, the following programs) of insurance covering its services and operations as defined in this Agreement. Such insurance shall be provided by insurer(s) satisfactory to each of the Public Entity Parties. Satisfactory proof of such insurance shall be delivered to LOS ANGELES COUNTY on or before the Commencement Date of this Agreement. Such evidence shall specifically identify this Agreement and shall contain express conditions that the Public Entity Parties through LOS ANGELES COUNTY are to be given written notice at least thirty (30) days in advance of any modification or termination of any program of insurance: General Liability: A program including Broad Form Commercial Comprehensive General Liability Insurance to cover those exposures set forth in Section 7 regarding CONTRACTOR's indemnification obligations with a combined single limit of not less than Three Hundred Thousand Dollars ($300,000) per occurrence. Such insurance shall be primary to and not contributing with any other insurance maintained by the Public Entity Parties and shall name each Public Entity Party as an additional insured. Comprehensive Auto Liability: Endorsed for all owned, non -owned, and hired vehicles with a combined single limit of not less than Three Hundred Thousand Dollars ($300,000) per occurrence and shall name each Public Entity Party as an additional insured. Workers' Compensation: Insurance in amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with a $1,000,000 limit, covering all persons the CONTRACTOR is legally required to cover. A. Failure on the part of CONTRACTOR to procure or maintain required insurance shall constitute a material breach of contract upon which the Public Entity Parties through LOS ANGELES COUNTY may immediately terminate or suspend this Agreement. PAGE10 B. This Agreement shall not commence until CONTRACTOR has complied with the aforementioned insurance requirements. 9. Default_andfor Tertnination A. The parties agree that, without prejudice to any other rights available to them at law or pursuant to this Agreement, a party shall be deemed to be in default ("breaching party") and another parry ("non -breaching party") shall have the right to terminate this Agreement: 1. If breaching party shall fail to perform its obligations under this Agreement after thirty (30) days written notice, except if such failure to perform is due to fire, earthquake, labor dispute, or other events reasonably beyond the control of the breaching party, in which case the non -breaching party shall extend the time in which the breaching party may meet its obligations, the length of time for such extensions to be determined by the non -breaching party; or 2. If a pasty shall become bankrupt or insolvent, or enter into liquidation, or have a receiver appointed and be prevented from fulfilling its obligations as a result thereof. B. The parties agree that for purposes of determining breach, termination and default, each Public Entity Party shall be treated as a separate and individual party. Therefore, a Public Entity Party can be terminated from this Agreement and such termination will not cause this Agreement to terminate. In addition, such termination will not change the rights and obligations of any other Public Entity Party. However, CONTRACTOR may terminate, without liability pursuant to Section 6.13 above, in the event that any breach, default, termination of one or more Public Entity Parties results in a reduction in excess of 30% of the beach area covered by this Agreement as of the Commencement Date. C. In the event of termination by either party, the Public Entity Parties shall retain all rights to possession and use of the Trash Receptacles. Any adjudication of rights arising as a result of a breach of contract by any party shall be limited to determination of monetary damages due. 10. aW_ fiver: Failure or inability of any party to enforce any right hereunder shall not waive any right to enforce said right in the future. 11. Notices: All notices and statements to be given hereunder shall be given at the respective addresses of the parties as set forth below, unless notification of a change of address is given in writing. Any notice may be either hand delivered, sent by reputable overnight delivery service or by registered or certified mail and shall be effective upon receipt. CONTRACTOR shall maintain an address within California as the address to which such notice shall be given. CONTRACTOR shall designate an agent with a California address to accept service of process. The addresses for notice are: PAGE 11 Coalition: Department of Beaches and Harbors 13837 Fiji Way Marina del Rey. CA 90292 Attn: Dorothy Crane Head of Marketing Sponsor: Adopt A Highway Maintenance Corporation 3151 Airway Avenue, Suite F-110 Costa Mesa, CA 92626 Attn: Daniel Day President 12. Assignme�: CONTRACTOR shall not have the right to assign any of its rights or obligations hereunder without the prior written consent of the Public Entity Parties. 13. Compliance with Law: CONTRACTOR shall conform to and abide by all municipal and county ordinances and all state and federal laws insofar as the same or any of them are applicable; provided, however, that if the adoption or enactment of any law after the date hereof results in it becoming not feasible for economic reasons for the CONTRACTOR to fulfil its obligations under this Agreement, CONTRACTOR shall have the right to terminate this Agreement upon ninety (90) days written notice. Notwithstanding anything else set forth herein, no Public Entity Party shall have the right to impose any tax, user fee or similar levy (except State income taxes) upon CONTRACTOR in connection with the services provided hereunder. 14. Compliance 1 a ' : CONTRACTOR shall conform to and abide by all policies, rules and regulations of the STATE, ORANGE COUNTY, and CITIES insofar as the same or any of them are applicable; provided, however, that if the adoption or enactment of any rule or regulation after the date hereof results in it becoming not feasible for economic reasons for the CONTRACTOR to fulfill its obligations under this Agreement, CONTRACTOR shall have the right to terminate this Agreement upon ninety (90) days written notice. 15. 5eyerability ofRroy'sJ loos: Should any individual provision of this Agreement be declared void, the validity of the remainder of this Agreement will not be affected and will remain in full force and effect. 16. Mutes: Any and all disputes arising out of or in connection with the negotiation, execution, interpretation, performance or nonperformance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be settled by mutual agreement of the parties and, in the absence of such agreement, through binding arbitration by submission to arbitration and/or mediation. The location for the arbitration/mediation shall be within the County of Orange or a mutually agreeable location. 17. NolointYenture: Nothing herein contained shall be deemed to constitute this a joint venture or partnership between the parties and none of them shall be responsible for any obligations of the other, except as herein specifically provided. PAGE 12 VIJ 18. i Counterparts: This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 19. Entire AcIrgement: This Agreement contains the entire understanding between the parties relating to the subject matter herein contained. Any amendment of this Agreement must be in writing. PAGE 13 �r AGREEMENT No. 001, entered into this day of 199_. IN WITNESS WHEREOF, CONTRACTOR hereto has executed this Orange Coast Marketing Coalition Trash Receptacle Sponsorship Agreement on the date set forth above. ADOPT A HIGHWAY MAINTENANCE CORPORATION By: Daniel Day. President STATE OF CALIFORNIA) COUNTY OF ORANGE} On , 1998. before me the undersigned notary public, personally appeared . the person(s) whose name is subscribed to this instrument, and acknowledged that he executed it. PAGE 14 �+? ORANGE COAST MARKETING COALITION MEMBER CITY OF HUNTINGTON BEACH AGREEMENT NO.001, entered into this ,20 day of 199'1998 CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California mayor ATTEST: C•�✓^MCI City Clerk 7_,ia _ r APPROVED AS TO FORM: r City Attorney l�10 6 - 44 SPA u INITIATED AND APPROVED: DirfAfdr df¢pmmunity Services REVIEWED AND APPROVED: ,amity Administrator PAGE 14-A ORANGE COAST MARKETING COALITION MEMBER AGREEMENT NO.001, entered into this day of 199_ IN WITNESS WHEREOF, each party hereto has executed this Orange Coast Marketing Coalition Trash Receptacle Sponsorship Agreement on the date set forth above. By: Signature of Authorized Person Print the dame of Authorized Person Title of Authorized Person Name of Agency Address City Zip Code Signature of Legal Counsel Printed Name of Legal Counsel PAGE 15 DISTRIBUTION OF BENEFITS to the CITY OF HUNTINGTON BEACH ALL 10 YEARS OF THE AGREEMENT Total Cash L.A. Co. L.A. County Huntington Annual # of Percentage of from AHMC to Commission Commission ]-sayings Beach Total AGREEMENT Trash Receptacles of Purchase for Donated Sponsor from Sponsor Cash and YEAR 1 ReceptaclesReceptaclesi OCMC 1 Receptacles Product I Fee I Fee 1ST 2ND 3RD 4TH 5TH 1 ST FIVE YEAR TOTAL 6TH 7TH 8TH 9TH 10TH 2ND FIVE YEAR I TOTALS 500 18 500 Is 500 18 500 18 500 18 2,500 18% 500 500 500 500 500 2,500 18 18 18 18 18 18% 10 YEAR GRAND 59000 " 18% TOTALS $9,000 $900 $11,700 9,270 927 12,600 9,540 954 13,500 9,810 981 14,400 10,260 1,026 16,200 $47,880 $4,788 $68,400 $10.440 10,800 11,070 11,430 11,700 $55,440 $1,044 1,080 1,107 1,143 1,170 $5,544 $103,320 $10,332 EXHIBIT I $17,100 18,000 19,800 21,600 23,400 $1,755 1.890 2,025 2,160 2,430 $10,260 $2,565 2,700 2,970 •, •3,240 3,510 $14,985 $168,300 $251245 $18,045 19.053 20.061 21,069 23,004 $101,232 $23,931 25,020 26,793 28,647 30,420 $134,811 $236,043 (I DISTRIBUTION OF BENEFITS to the ORANGE COAST MARKETING COALITION (OCMC) for the MARKETING SPONSORSHIP AGREEMENT FOR TRASH RECEPTACLES ALL 10 YEARS OF THE AGREEMENT 1) L.A. County Public Entity Annual # of Percentage of Commission Total Cash from L.A. County Party Total Trash OCMC Trash Sponsor Fee** from Sponsor AHMC to Obtain Commission for Cash and blic. Entity_ Party Receptacles RecePtacles _(guarantee)__ Fee_ _ Receptacles** Donated Product _Sav_ings_ C ate of California 975 34 $317.900 $47,685 $195,160 $19,516 $445,859 aunty of Orange 649 _ 23 215,050 _ 32,258 132,020 13.202 301,611 lntington Beach 500 18 _ — 168.300 — 25,245 103,320 10,332 236,043_ .w ort Beach 400 14 130.900 19,635 80,360 8,036 183,589 in Clemente 200 7 65.450 9.818 40,180 4,018 91,795 .al Beach __. _ 125 4 � 37,400 5,610 — 22,960 _ 2.296______52,454 YEAR TOTALS 2,849 100% $935,000 $140,250 $574,000 r $57,400 $1,311,350 Figures are calculated by multiplying either the total Trash Receptacle value or total Sponsor Fee in each Agreement Year by the Public E articipation stated in the 3rd column {from the left) above. ,EX141B/r Z Mw ME ATTACHMENT #3 JUN 24 '98 02:47PM ADOPT -A -HIGHWAY P.2 ATTACHMENT #4 July 2, 1998 Mr. Ron Hagan Director of Community Services Community Services Department 2000 Main Street P.O. Box 190 Huntington Beach, CA 92648 Dear Ron: This letter is to confirm that Adopt A Highway Maintenance Corporation, d.b.a. Adopt -A - Beach, understands that the City of Huntington Beach is in the midst of finding "Naming Sponsors" for the Pier Plaza Project and surrounding community. We understand the exclusivity of these potential sponsors within their categories, and we agree to withdraw any conflicting Adopt -A -Beach sponsors. Sincerely Daniel T. Day _ - President - RECYCLED PAPER S,l(..)NS-IO-RS.Fl.1-P PROG. RA -M,, AGREEMENT NET NFT,0OV%'O r(AT, 1 V VTi Wa Ruall, YEAR Is — 5'["--' YEAR O"'l-1 Y FAR RECEPTICLE VAUE $8,100 $43,092 $92,9818 k 1] 1 Hilo, RCA ROUTING SHEET INITIATING DEPARTMENT: COMMUNITY SERVICES SUBJECT: BEACH TRASH RECEPTACLE SPONSORSHIP 1 COUNCIL MEETING DATE: July 13,1998 R Ok-:T' :WNP , STA TU S' Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (if applicable) Not Applicable Staff Report (if applicable) Not Applicable Commission, Board or Committee Report (if applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable .. .. .... .. . ... . ... ... . . ...... .... . . . .... �.--'--EXPLANATION FOR ACH ....... RVISSING'ATT -1WEN - ............ . ........... EXPLANATION FOR RETURN 'OF, ITEM ... .... .... ...