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HomeMy WebLinkAboutNORTH COUNTY CITIES; 2014-06-10;Document No. 15-D0669-l EXHIBIT A 11/04/15 (16) ADDENDUM NO.2 TO THE MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR FUNDING OF A NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL This Addendum No. 2 is made and entered into on December 1 , 2015 adding to the Memorandum of Understanding ( "MOU") dated June 10, 2014 and amended with Addendum No. 1 to the agreement dated February 18, 2015, made and entered among the cites of Carlsbad, Escondido, Oceanside, San Marcos and Vista. (individually "City" and collectively, "North County Cities" or "Cities"). RECITALS A. The North County Cities have determined that a change in the Scope of Work to the agreement dated June 24, 2014 and amended June 10, 2014, by and between the City of Carlsbad and San Diego Regional Economic Development Corporation ("EDC Services Agreement") to provide the North County Economic Development Collaborative Model Services is necessary to effectively implement the collaborative model; and B. Pursuant to Section 3(8) of the MOU, the City of Carlsbad has notified the North County Cities of the additional services which are available ("Additional Services") which include: website services, videography, multi-market promotions, program hard costs, economic research funding collateral development and event sponsorships; and C. The City of Carlsbad and San Diego Regional Economic Development Corporation (EDC) have negotiated and agreed to the Additional Services for the cost of Sixty Five Thousand Dollars ($65,000) ("Supplemental Cost"); and D. The City of Carlsbad and EDC have executed an amendment to the EDC Services Agreement ("Amendment to EDC Services Agreement"), which is attached hereto as Exhibit 1 and incorporated herein by reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the five Cities agree as follows: 1. The Cities acknowledge that EDC and the City of Carlsbad have executed the Amendment to EDC Services Agreement on behalf of the North County Cities, dated as of July 15, 2015, which will become effective upon the complete execution of this MOU Addendum by each of the North County Cities. For the Additional Services as outlined in Exhibit "A" of the Amendment to EDC Services Agreement, EDC will receive ADDENDUM NO. 1 TO THE MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SA-N MARCOS AND VISTA FOR FUNDING OF A NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL This Addendum No. 1 is made and entered into on Ma.vch d.5 , 2015 adding to the Memorandum of Understanding ( "MOU") dated June 10, 2014, made and entered among the cites of Carlsbad, Escondido, Oceanside, San Marcos and Vista. (individually "City" and collectively, "North County Cities" or "Cities"). RECITALS A. The North County Cities have determined that a change in the Scope of Work to the agreement dated June 24, 2014, by and between the City of Carlsbad and San Diego Regional Economic Development Corporation ("EDC Services Agreement") to provide the North County Economic Development Collaborative Model Services is necessary to effectively implement the collaborative model; and B. Pursuant to Section 3(8) of the MOU, the City of Carlsbad has notified the North County Cities of the additional services which are available ("Additional Services") which include: social media integration, search engine optimization, print materials and · videography as well as additional public relations services; and C. The City of Carlsbad and San Diego Regional Economic Development EXHIBIT A Corporation (EDC) have negotiated and agreed to the Additional Services for the cost of Sixty Thousand Dollars ($60,000) ("Supplemental Cost"); and D. The City of Carlsbad and EDC have executed an amendment to the EDC Services Agreement ("Amendment to EDC Services Agreement"), which i~ attached hereto as Exhibit 1 and incorporated herein by reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained ~erein, the five Cities agree as follows: 1. The Cities acknowledge that EDC and the City of Carlsbad have executed the Amendment to EDC Services Agreement on behalf of the North County Cities, dated as of February 18, 2015, which will become effective upon the complete execution of this MOU Addendum by each of the North County Cities. For the Additional Services as outlined in Exhibit "A" of the Amendment to EDC Services Agreement, EDC will receive Sixty Thousand Dollars ($60,000.00) over the term of the Amendment to EDC Services Agreement. 1 MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR FUNDING OF A NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL This Memorandum of Understanding ("MOU") is made and entered into on June _.l_Q_, 2014 by and among the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (individually "City" and collectively, "North County Cities" or "Cities"). RECITALS A. The North County Cities are interested in collectively developing a economic development collaborative that can be used by the North County Cities in promoting economic development opportunities within the north county region ("North County Economic Development Collaborative Model"). To facilitate that goal, the North County Cities selected the San Diego Regional Economic Development Corporation ("EDC") as the organization best suited to provide the required services. B. To commission the North County Economic Development Collaborative Model, the North County Cities want the City of Carlsbad to contract with EDC for the required services. In turn, each City will contribute an equal financial share to compensate EDC based on the terms set forth in this MOU. C. The City of Carlsbad has engaged EDC for the North County Economic Development Collaborative Model pursuant to a services agreement ("EDC Services Agreement"), which is attached hereto as Exhibit 1 and incorporated herein by this reference. The work to be provided by EDC is set forth in a Scope of Work which is attached as Exhibit A to the EDC Services Agreement ("Scope of Work"). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the five Cities agree as follows: 1. EDC Services Agreement (A) The Cities acknowledge that EDC and the City of Carlsbad have executed the EDC Services Agreement on behalf of the North County Cities, dated as of June ____!_Q_, 2014, which will become effective upon the complete execution of this MOU by each of the five Cities. Performance of the EDC Services Agreement is intended to result in the production of a North County Economic Development Collaborative Model as more particularly described in the EDC Services Agreement and its attachments. For that work, EDC will receive Two Hundred Thirty Thousand ($230,000.00) over the two 1 year contract length or One Hundred Fifteen Thousand ($115,000) annually, assuming the full expense allotment is used ("Contract Price"). (B) The City of Carlsbad makes no representation regarding the completeness, or quality of the work that EDC will produce under the EDC Services Agreement. In directing EDC pursuant to the EDC Services Agreement, the City of Carlsbad will, when reasonably possible, provide direction based on the consensus of all Cities. If consensus is not obtained after a consultation period with all North County Cities of Thirty Days (30) days has elapsed, and if the Cities have not acted collectively to amend or terminate this MOU or the EDC Services Agreement, the City of Carlsbad reserves the right to provide direction to EDC to assure that its efforts are not stopped, stalled or otherwise delayed. 2. Cooperative Efforts For EDC to successfully complete the North County Economic Development Collaborative Model, each North County City must: (1) provide EDC with information about the city, its community, its businesses, and its other attributes; (2) make available to EDC representatives from city government, civic groups, business groups and others comprising the city; (3) identify venues within the city for meetings, (4) participate in meetings with EDC and other North County Cities for the development and refinement of elements of the North County Economic Development Collaborative Moder; and (5) otherwise participate in the development of the North County Economic Development Collaborative Model in the manner described in the Scope of Work. 3. Payments for Funding the EDC Services Agreement (A) To fund the EDC Services Agreement, each City will allocate and pay on July 1 to the City of Carlsbad a sum of Twenty-Three Thousand ($23,000), representing one-fifth of the Contract Price ("City Contract Share") each year over the two year contract length. The City of Carlsbad will hold the City Contribution for each City, including the City of Carlsbad, and collectively use those City Contributions to make payments due to EDC under the EDC Services Agreement. (B) Should it be determined that a change in the Scope of Work is advisable which will require additional funds beyond the Contract Price or that additional funds be needed to complete the Scope of Work to the standards originally envisioned, the City of Carlsbad shall notify the North County Cities of the additional services which are available ("Additional Services") and the price for those services ("Supplemental Cost"). With that notice, the City of Carlsbad will provide the North County Cities with a 2 proposed Addendum to the EDC Services Agreement ("Services Agreement Addendum") describing the Additional Services to be provided at the Supplemental Cost. Based on those materials, each North County City will be asked to execute an addendum to this MOU ("MOU Addendum") to enable the City of Carlsbad to fund the Additional Services. Should each North County City execute the MOU Addendum, then within ten (10) days thereafter: (1) each North County City shall transfer to the City of Carlsbad a sum equal to one-fifth of the Supplemental Cost; and (2) the City of Carlsbad will execute the Services Agreement Addendum. (C) Following the completion or termination of the EDC Services Agreement, the City of Carlsbad shall determine if any amount is left unexpended from the collective City Contributions and shall return to each North County City a sum equal to one-fifth of that amount. 4. TRADEMARK AND COPYRIGHT OF WORKS The North County Cities recognize that EDC will generate graphics, taglines and other materials ("Works") which may require a trademark, copyright, or similar registry to be protected under Federal or State law, which shall be obtained by EDC, or its subcontractor, for the benefit of Carlsbad and the North County Cities. The North County Cities acknowledge that each, as an owner of a trademark, will responsible to police infringing uses of its trademark. If the North County Cities do not enforce its trademark rights or otherwise fail to maintain quality control over the trademark (i.e. a naked license), trademark rights may be lost. This is also true regarding the responsibility to police infringing uses of their copyrights. The North County Cities agree that they will reasonably police their intellectual property rights and promptly take reasonable steps to prevent infringing and unauthorized use of their trademarks and copyrights. Upon learning of a potential infringement or unauthorized use, the North County Cities shall meet, discuss and select an appropriate course of action to reasonably prevent infringement or unauthorized use of their intellectual property rights. 5. MISCELLANEOUS (A) The terms of this MOU are intended by the parties as a final expression of their agreement with respect to such terms as are included in this MOU and may not be contradicted by evidence of any prior or contemporaneous agreement. This MOU specifically supersedes any prior written or oral agreement between the parties. 3 CITY OF OCEANSIDE CITY OF SAN MARCOS By: s;Jiik..- STEVE JEPSEN, City Manager ATTEST: ATTEST: pe-ach Beck, City Clerk By:\_~1',. Phillip Scollick, City Clerk By:~ APPROVED AS TO FORM: APPROVED AS TO FORM: John Mullen, City Attorney Helen Holmes Peak, City Attorney By:~ I CITY OF CARLSBAD ATTEST: Barbara Engleson, City Clerk APPROVED AS TO FORM: 5