Loading...
HomeMy WebLinkAboutSan Diego Regional Economic Development Corp; 2014-06-24;AMENDMENT NO. 2 TO AGREEMENT FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL SERVICES SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION endr;nent No. 2 is entered into and effective as of the ~ day of -----~~~..£¥----' 2015, amending the agreement dated June 24, 2014 (the een the City of Carlsbad, a municipal corporation, ("City"), and San Diego Reg· nal E one ic Development Corporation, ("Contractor") (collectively, the "Parties") for North ou Economic Development Collaborative Model Services for the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista ("North County Cities"). RECITALS A. On February 18, 2015, the Parties executed Amendment No.1 to the Agreement for additional services including website, print materials, PowerPoint videography, events and public relations tools for the 78 Corridor; and B. The Parties desire to alter the Agreement's scope of work to include year 2 work consisting of website services, videography, multi-market promotions, program hard costs, economic research, collateral development and event sponsorships; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed sixty-five thousand dollars ($65,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by June 24, 2016. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1/30/13 1 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: ~ /~e) tAAI2..K C!AEFe:-L.,...'(', j?g.~t0£1JT f Ct:.O (print name/title) · By: . (sign he/ Jat1 tu._ 'Brt>wh ~ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 @cORRIDOR EXHIBIT "A" SCOPE OF SERVICES AND FEE lnnovate78 Year 2 (FY16) Amendment2 Other Services Proposal Website Services Phase 2 Development includes increased functionality like blog functionality, Press section, 78 corridor news section, industry profiles, fast facts, etc. Site maintenance and incremental updates Videography Production of two company videos and one regional promotion Multi-market Promotions Events or promotions to take place in other cities or on college campuses to draw attention to the 78 Corridor. As an example, funding a promotion on the campus of MIT, directing students to lnnovate78.com Program Hard Costs Funding for costs associated with events or programs, such as catering, printing collateral, signage, etc. Economic Research Funding Economic research on a targeted study of a 78 Corridor industry. A proposed example was the impact of craft beer on the innovation economy Collateral Development Further promotional material and/or updates to hard creative or signage to maintain a fresh and up-to-date materials Event Sponsorships Sponsorships for particular regional or external events that will afford the opportunity to promote the initiative with a broad and targeted audience Total: Carlsbad • Escondido • Oceanside • San Marcos • Vista 15,000 8,750 6,000 10,000 15,000 2,500 10,000 2,500 $65,000 AMENDMENT NO. 1 TO AGREEMENT FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL SERVICES SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION This Amendment No. 1 is entered into and effective as of the 1<"6--fh day of Fe:-t>ruCA.JI'£1" , 2015, amending the agreement dated June 24, 2014 ("Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and San Diego Regional Economic Development Corporation, a non-profit, ("Contractor'') (collectively, "Parties") for North County Economic Development Collaborative Model Services for the cities of Carlsbad, Escondido, Oceanside, San Marcos, and Vista ("North County Cities"). RECITALS A. The Parties desire to alter the Agreement as provided for its Section 2(b), to add additional services as set forth in Exhibit A attached hereto "Additional Services"; and B. The Parties have negotiated and agreed to additional fees for the Additional Services, as set forth in the attached Exhibit B, "Fees for Additional Services". NOW THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The above recitals are true and correct. 2. City will pay Contractor for all work associated with the Additional Services described in Exhibit A to this Agreement in an amount not to exceed a total of sixty thousand dollars {$60,000), as further described in Exhibit B. Contractor will invoice City for all Additional Services and City will divide the total amount on a pro rata basis for each ofthe North County Cities and invoice each City for its share. 3. All other provisions of the Agreement will remain in full force and effect. (Remainder of Page Intentionally Left Blank-Signature Page Follows) 4. The individuals executing this Amendment on behalf of San Diego Regional Economic Development Corporation each represent and warrant that they have the legal power, right and actual authority to bind San Diego Regional Economic Development Corporation to the terms and conditions of this Amendment. City of Carlsbad, California , a chartered municipal corporation By~ Date: ;}!J ;xi /J ~-City Manager Kathryn B. Dodson ATIEST: APPROVED AS TO FORM: City Attorney By:~ Date: 2---t/--IS ?/;;" q #Tu:t' San Diego Regional Economic Development Corporation, a non-profit from San Diego, CA / By:,..-1~ Date: Sig""ture Title [.· ( ( By~·~ Date: / ~ Zf" "'/ 5 Signature .~ Title EXHIBIT "A" ADDITIONAL SERVICES Additional services: EDC will create a website with full integration of social media and search engine optimization (SEO), print materials including a brochure and power point template, as well as videography for use on the website. In addition to these communication hard costs, EDC will produce events that are industry related for business participation and engagement, as well as additional public relations tools to share the brand and success of the 78 Corridor. EXHIBIT "B" FEES FOR ADDITIONAL SERVICES 1. Website construction and design 2. Social media integration 3. SEO 4. PPT template and letterhead creation 5. Brochure/handouts 6. Videography for web promotion 7. Program hard cost (roundtables, venues, etc.) 8. Communications and Public Relations Total $30,000 $2,500 $2,500 $2,500 $5,000 $10,000 $2,500 $5,000 $60,000 AGREEMENT BETWEEN CITY OF CARLSBAD AND SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL THIS AGREEMENT is made and entered into on (p.-;Jf, 2014 by and between the City of Carlsbad, California, a chartered municipal corporation ("City of Carlsbad"), and San Diego Regional Economic Development Corporation, a non-profit from San Diego, CA ("EDC"). RECITALS (A) The cities of Carlsbad, Escondido, Oceanside, San Marcos, and Vista (individually, "City" and collectively "North County Cities") are interested in developing, and executing a collaborative economic development model that can be used by the North County Cities in promoting economic development opportunities within the north county region ("North County Branding Program"). (B) To commission the North County Economic Development Collaborative, the North County Cities want the City of Carlsbad to contract with EDC for the required services ("Services") pursuant to this Agreement which are set forth in the Scope of Work ("Scope of Work"), which is attached hereto as Exhibit A and incorporated herein by this reference. The total compensation payable to EDC under this Agreement for the Required Services is One Hundred Fifteen Thousand Dollars ($115,000.00) each year for a total of Two Hundred Thirty Thousand Dollars ($230,000) for two years. (C) In turn, pursuant to a Memorandum of Understanding, dated as of _, 2014, among the North County Cities: (1) the City of Carlsbad has agreed to engage EDC to provide the services required for a North County Economic Development Collaborative Model pursuant to this Agreement; and (2) each City will pay 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 term. (E) The City of Carlsbad requires the services of EDC to develop and execute a North County Economic Development Collaborative Model for the City of Carlsbad and the other North County Cities. (F) EDC represents that it is specially trained and possesses special skills, education, experience, and competency to perform the services and provide the advice needed to execute the scope of services. 1 NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City of Carlsbad and EDC agree as follows: 1. SERVICES TO BE PROVIDED BY EDC; TIMELINE EDC shall act in a professional capacity to provide the City of Carlsbad with the services described in the Scope of Work. All services described in the Scope of Work shall be provided in substantial compliance with the Proposed Time line included within the Scope of Work, except to the extent that a delay is caused by a material failure of the City of Carlsbad or another City to take timely actions described in the Scope of Work which are predicates to EDC's performance. EDC's work shall conform to all applicable statutes, laws, regulations, and professional standards for such work. 2. COMPENSATION (a) Compensation for Services: The City of Carlsbad shall pay EDC a fixed fee not to exceed One Hundred Fifteen Thousand Dollars ($115,000) annually for a total of Two Hundred Thirty Thousand Dollars ($230,000) for performing all of the Services in the manner set forth in Payment for Services, attached hereto as Exhibit B and incorporated herein by this reference. (b) Additional Services: In procuring this contract, EDC has made a good faith estimate, based on extensive experience in performing similar services for other entities, that EDC can complete the Services as outlined in Exhibit A. If in the course of the services EDC determines that additional services are necessary it shall notify the City of Carlsbad and upon receiving that notice, the City of Carlsbad will consult with the remaining North County Cities to determine if the Cities unanimously wish to have the City of Carlsbad engage EDC to perform that additional work, or other supplemental work ("Additional Work"). If the North County Cities determine that the City of Carlsbad should engage EDC to perform the Additional Work, the City of Carlsbad and EDC will prepare an amendment to this Agreement for the Additional Work describing the scope of the Additional Work and the compensation therefore to EDC, which additional cost shall be prorated among the North County Cities. (c) Designated Employees: Designated Employees of EDC for purposes of naming the positions working on services as outlined in Exhibit A shall consist of: 1. President & Chief Executive Officer 2. Chief Operating Officer 3. Vice President, Economic Development 2 4. Manager, Economic Development 5. Manager, Economic Development 6. Coordinator, Economic Development (d) Billing; Expenses: EDC shall bill the City of Carlsbad for services rendered under this Agreement. (e) Ceiling: In no event shall the City of Carlsbad be liable for more than the amounts set forth in paragraphs (a). Any Additional Work or greater expenses must be authorized in a written Amendment to this Agreement, executed by the City of Carlsbad City Manager and an authorized representative of EDC. 3. TERM OF AGREEMENT (a) This Agreement shall take effect on the date when the agreement is fully executed and shall be in force for the amount of time necessary to complete the Services, not to exceed two years unless terminated as described in subparagraph (b) below. (b) The City of Carlsbad may terminate this Agreement by tendering written notice to EDC no less than thirty (30) days prior to the termination date as clearly identified in the written notice. In such event, or upon request of the City of Carlsbad, EDC shall assemble all City documents in EDC's possession and put them in order for proper filing and closing, and deliver said documents to the City of Carlsbad by the termination date. In the event of termination, EDC shall be paid for completed work performed prior to the termination date. The City of Carlsbad shall make the final determination as to the portion of tasks completed and the proportionate compensation to be made. 4. ASSIGNMENT AND SUBCONSUL TING (a) EDC shall not assign this contract, any part thereof, or any compensation due thereunder without the prior written consent of the City of Carlsbad. (b) EDC shall be fully responsible to the City of Carlsbad for any acts and omissions of EDC's sub-consultants, including persons either directly or indirectly employed by sub-consultants, in the event EDC subcontracts any of the work to be performed under this contract. EDC's responsibility under this paragraph shall be identical to EDC's liability for acts and omissions of EDC and employees of EDC. Nothing contained in this Agreement shall create any 3 contractual relationship between the City of Carlsbad and any sub- consultant of EDC, but EDC shall bind every sub-consultant and every sub-consultant of a sub-consultant by the terms of this contract applicable to EDC's work, unless such change, omission, or addition is approved in advance in writing by the City of Carlsbad. All sub-consultants are subject to the prior written review and approval of the City of Carlsbad. (c) All terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 5. COOPERATION OF CITY With respect to the City of Carlsbad and its territory, the City of Carlsbad agrees to cooperate with EDC so it can satisfactorily perform the Services. Such cooperation shall include meeting with EDC, assisting in arranging meetings with others, and providing EDC with such non-confidential information that the City may have that may be relevant and helpful to EDC's performance of the Services ("Individual City Support"). For each North County City other than the City of Carlsbad, the City of Carlsbad shall provide EDC with a contact person at that other North County City which EDC can contact to receive Individual City Support from that City. After that contact person is identified to EDC, the City of Carlsbad shall have no further responsibility in providing Individual City Support for that North County City. It may be necessary for the City of Carlsbad or a North County City to share certain confidential and/or proprietary information or matter with EDC. The parties agree that such information and the results and developments therefrom are confidential and/or proprietary information belonging to the respective city. EDC agrees not to disclose to any third party any confidential or proprietary information. EDC will be responsible for its employees or agents complying with the provisions of this Agreement. 6. OWNERSHIP OF DOCUMENTS AND PRODUCTS, INDEMNIFICATION (a) In accordance with subsection (b) below, Works developed for the City of Carlsbad and North County Cities in connection with this Agreement are the exclusive and joint property of the City of Carlsbad and North County Cities. EDC agrees to deliver all Works to the City of Carlsbad upon completion of the Agreement. "Works" include but are not limited to editorial drafts, original copy, photographs, proofs, corrected proofs, camera-ready boards and similar editorial materials and all negatives, flats, engravings, photostats, drawings and other production materials. For procurements that are digital or information technology based, "Works" also include but are not limited to executable code, source 4 code, fixes, patches, updates, upgrades, documentation embedded or otherwise, original copy, and other production materials. EDC shall be responsible for delivering all Works to the City of Carlsbad no later than fifteen (15) working days from the date of final Agreement deliverables. (b) Work for Hire. EDC understands and agrees that any and all materials and deliverables that are subject to copyright protection that are developed in connection with the performance of this Agreement (Works) shall constitute a work for hire as that term is defined in the Copyright Act of 1976 (Act), as amended. As a result, all right, title and interest in and to all such Works shall belong exclusively, jointly and equally to the City of Carlsbad and North County Cities, including without limitation all copyrights and other intellectual property rights therein. If for any reason a Work is not deemed to be a work for hire, EDC hereby grants, transfers, sells and assigns, free of charge, exclusively to the City of Carlsbad and North County Cities, all title, rights and interest in and to said Work, including all copyrights and other intellectual property rights. EDC further agrees to execute and deliver to the City of Carlsbad and all North County Cities a confirmatory grant and assignment of all rights in and to Works and to execute any other proper document the City of Carlsbad and North County Cities deems necessary to ensure the complete and effective transfer of all rights in Works to the City of Carlsbad. EDC shall register all copyrightable Works (including Logo(s) developed) with the United States Copyright Office. The Certificate of Registration shall vest equally in the names of all North County Cities. 7. INDEMNIFICATION AND INSURANCE (a) During all phases of this Agreement, EDC agrees to defend, indemnify and save harmless City of Carlsbad, each North County City, and each of their officials, employees (collectively, "lndemnitees") from and against any and all claims, demands, losses, defense costs (including attorneys' fees), or liability of any kind or nature which the lndemnitees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with EDC's performance of this Agreement, excepting only claims resulting from the sole negligence, gross negligence, or willful misconduct of City of Carlsbad or a North County City. (b) Without limiting, EDC's indemnification, it is agreed that EDC shall maintain in force at all times during the performance of this 5 Agreement the following policy or policies of insurance covering its operations: (i) Comprehensive General Liability, including contractual liability, business automobile liability, and products and completed operations, all of which shall include coverage for both bodily injury and property damage, with a combined single limit of one million dollars ($1 ,000,000). (ii) Workers' Compensation coverage at statutory limits. (iii) Professional Liability in the amount of one million dollars ($1 ,000,000). (c) EDC's liability insurance policy shall contain the following clauses: (i) "City of Carlsbad, City of Escondido, City of Oceanside, City of San Marcos, and City of Vista are named as an additional insureds as respects the operations of the named insured performed under contract with the City of Carlsbad". (ii) "It is agreed that any insurance maintained by the City of Carlsbad (or any North County City) shall apply in excess of, and not contribute with insurance provided by this policy". All insurance policies required by this Section shall contain the following clause: "This insurance shall not be canceled, limited or non-renewed until after thirty days written notice has been given to the City of Carlsbad". (d) Certificates of insurance evidencing the coverage's required by the clauses set forth above shall be filed with the City of Carlsbad prior to the effective date of this Agreement. This is a condition precedent to the formation of any obligation by the City of Carlsbad to compensate EDC under this Agreement. 8. CONFLICT OF INTEREST REQUIREMENT EDC agrees that it shall comply with and be bound by all laws and regulations deriving from the relationship of EDC to the City of Carlsbad, and in particular with the Conflict of Interest laws, being Chapter 7 of Title 9 of the California Government Code, otherwise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, EDC warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political Reform Act and that to the 6 best of EDC's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Reform Act) that would disqualify EDC from participation in influencing any decisions arising out of the performance of this Agreement. Prior to commencement of any work in the performance of this Agreement, EDC shall comply with the Conflict of Interest Code requirements of the City of Carlsbad. 9. NOTICES Any notice, which either party may desire to give to the other party, must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party set forth below or such address as the parties may hereinafter designate by giving notice in the manner provided for herein. Any notice given by mail will be deemed given forty-eight (48) hours after such notice is deposited in the United States mail, addressed as provided, with postage fully prepaid. To EDC: To City: 10. MISCELLANEOUS Lauree Sahba Chief Operating Officer San Diego Regional Development Corporation 530 B Street, th Floor San Diego, CA Christina Vincent Economic Economic Development Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 (a) The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement specifically supersedes any prior written or oral agreement between the parties. (b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7 (c) EDC shall comply with all laws, ordinances, regulations, and policies of the federal, state, and local governments applicable to this Agreement. The laws of the State of California shall govern and control the terms and conditions of this Agreement. (d) The venue for any suit or proceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shall be in the County of San Diego, State of California. (e) No failure of either the City or EDC to insist upon the strict performance by the other of any covenant, term or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach or of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect to any existing or subsequent breach. (f) EDC and any Subcontractor(s) employed by EDC shall be independent contractors and not agents of City. Any provisions of this Agreement that may appear to give City any right to direct EDC concerning the details of performing the Scope of Work services, or to exercise any control over such performance, shall mean only that EDC shall follow the direction of City concerning the end results of the performance. (g) The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of Carlsbad, California, a chartered municipal corporation By:~ \=""&_steve Sarkozy, City Manager ATTEST: Barbara Engleson, City Clerk APPROVED AS TO FORM: Celia Brewer, City Attorney By: C2.t.&.a~ . .. RISK MANAGEMENT REVIEW: £ ~ 6, A-R tJ c , Risk Manager By: _!:::.~...tZ........~JL..!C..~).L..-____ _ 9 San Diego Regional Economic Development Corporation, a non-profit from San Diego, CA By: /L.....==-- Signa}Cre c_£.6 ,. EXHIBIT A SCOPE OF WORK The five North County cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista have requested input from the San Diego Regional Economic Development Corporation (EDC) relative to the execution, coordination and implementation of the "North County Economic Development Collaborative". Looking to gain greater economies of scale and better leverage existing resources, the North County collaborative would have access to the full resources of the 18 person staff of the EDC. To oversee delivery of the program the five North County Cities would be provided with the leadership of EDC's Executive Management Team, including the President & CEO, Chief Operating Officer and Vice President of Economic Development. In addition, the five North County cities would have the full engagement of the core economic development team of EDC to execute the program. To further support coordination and implementation of the program, EDC will commit a full-time employee and dedicated economic development professional to carry out the day to day activities of the North County Economic Development Collaborative. EDC will also provide two representatives from the North County Cities to serve on the EDC Board. To help facilitate this work, the dedicated economic development professional, EDC Executive Management Team and EDC Economic Development Team will focus on these functions: 1. Plan, Develop, Coordinate & Execute the North County 78 Corridor Economic Development Strategy and Programs. a. Coordinate the North County Cities economic development staff in the development and execution of the region wide economic development plan; known as an "Annual Program of Work". Annual Program of Work will address issues of significant concern and opportunity to North County businesses. b. EDC will complete a regional assessment of North County's economic drivers, needs of businesses, the region's talent retention and attraction issues, global competitiveness priorities, base realignment and/or closure concerns, and desired outcomes from each of the North County cities so as to develop the Annual Program of Work. The EDC will present its Annual Program of Work and past year's successes to each City Council annually. c. Quarterly communication by a representative of the EDC Executive Management Team with the five North County Mayors and respective city economic development staff. d. Approximately three (3) months after the signing of the agreement, EDC will present a proposed Annual Program of Work for approval and implementation. 10 e. After the approach for implementation is established, EDC will provide report on their performance related to the Annual Program of Work metrics to the North County partners on a monthly basis and/or as requested. 2. EDC will make recommendations associated with implementation of the new North County economic development brand, material development, target audience selection and advertising placement. a. The economic development brand product created by Northstar Destination Strategies will provide recommendations and tactics which EDC will prioritize by short, medium, long term actions and no action. EDC will advise highest and best value to execute worthwhile recommendations provided by the economic development brand's product. b. Any costs related to the creation of printed materials, websites and other necessary materials recommended by Northstar Destination Strategies will be outside of the scope of the contract and it is expected that each city will contribute to costs in an equal share once reviewed and approved and become an amendment to this agreement (reference Section 2(b): Additional Work). 3. EDC will lead and assist in business retention and recruitment in the North County area. a. EDC's full economic development team will work to identify qualified businesses for recruitment to the North County area in coordination with the North County Cities. b. The dedicated position will work to maintain collaborative relationships with local trade associations, sub-regional economic development agencies and municipal departments across San Diego County to garner sector-specific information and support. c. EDC will target delivery of comprehensive services to retain companies in the North County who may be threatening to leave the region, or expand in the region. The dedicated position and EDC economic development team will identify key corporate decision makers and steward delivery of timely, comprehensive proposals to companies at risk of leaving the region, relocating or expanding locally. The EDC will organize "red teams" with the North County Cities, industry associations, sub-regional economic development organizations and other service providers to leverage resources where necessary to retain, expand or attract the company. d. EDC will provide monthly updates of companies threatening to leave, looking to expand and I or looking to relocate into the region for elected officials and community leaders to better understand the perspective and decision making process of corporate interests. e. EDC will provide a quarterly economic snapshot electronically of the region's strengths to elected officials, community leaders and media as requested by the North County Cities. 11 EXHIBIT B PAYMENT FOR SERVICES EDC will invoice the City of Carlsbad on a monthly basis for $9,583.33 per month for a total of 24 months and a maximum total amount not to exceed $230,000. Payments will be made within 30 days of receipt. 12 State of California County of .SAp..J P/~0 on IJ vt./e q, 2-011{- ACKNOWLEDGMENT before me, ZOLA F-~12f'l.uJ 1 J .. J'c/1-;.f!-Y PVSLI(. (insert name and title of the officer) • personally appeared MNZJ<:. CAFr=E~iY who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. p..t;: ~1<EEME1/T £!£1WEE,._f C-lry OF Ct4-RL-sBA{) /W.b SAtJ b/~t> ~toi.IAL El:tJJ.tomtc 4:3tr;:;u;PMiaJ1 C£J!Z!'rJI!AtJoN Fo!< Noft:rft Cvli/.l'f\j Eb MOb WITNESS my hand and official seal. C-El-. (Seal) ACKNOWLEDGMENT State of California County of lS~N /)IEG:aU before me, :ZOL.-A F-CAf!..f/.7-0, N-o7!tf<-y !>Vf>L.rc (insert name and title of the officer) personally appeared UltNtce 'P-~()} /J who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. #: ~I:Nr 13E1WaN c.rry OF tA!<J.S!¥rb AIJD i.5:AA/ l>t~E=t:.D !R-ct:,tof.i.4-L t:=c.oiJDMic.. OffV'Ff..-or~ Co!Cf>ti<A'TION FoR. N~ avNTy ~l>C !Vlot:JEL WITNESS my hand and official seal. (Seal) ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY) "---"'' 06/05/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER ~~~~~CT Marsh & McLennan Agency-SBS, ll)gN,io Exti:B 8 8-'i 'l1-19 S 4 I FAX iAtC No]: 210-737-3'i84 a service of Seabury and Smith, Inc. E-MAIL 9830 Colonnade Boulevard, Suite 400 ADDRESS: PO Box 659520 INSURER(S] AFFORDING COVERAGE NAIC# San Antonio, TX 78265-9520 INSURER A: SENTINEL INSURANCE CO 11000 ~~~~~mic Development Corporation of San INSURER B: HARTFORD CASUALTY INS CO Diego County dba San Diego Regional INSURER C: HARTFORD FIRE INSURANCE co Economic Development Corporation INSURERD: FEDERAL INSURANCE CO 530 B Street, Suite 700 San Diego, CA 92101 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITJONS OF SUCH POLIOES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR lr~WvWYI f~,..J-rfJv'W'YI LIMITS LTR TYPE OF INSURANCE IINSR WVD POLICY NUMBER A GENERAL LIABILITY 54UUNUQ9694 05/01/2014 05/01/2015 EACH OCCURRENCE $1 000 000 r--~~~~~~~?E~~~,;;,ncel rX COMMERCIAL GENERAL LIABILITY $300 000 r--0 CLAIMS-MADE w OCCUR MED EXP (Any one person) $10 000 r--X EBL-I;;J.aims Made PERSONAL & ADV INJURY $1 000 000 r--GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2, 000, 000 rx-1· POLICY ~~ ~~T n LOG Employee Benefits $1,000,000 A AUTOMOBILE LIABILITY 54UUNUQ9694 05/01/2014 05/01/2015 ~~~:~~~!)SINGLE LIMIT $1,000,000 r-- ANY AUTO BODILY INJURY (Per person] $ -ALLOI,II,NED ,.-SCHEDULED BODILY INJURY (Per accident) $ ---x AUTOS rx-AUTOS NON-01,/\,NED fp~?~.;c~~t?AMAGE $ HIRED AUTOS AUTOS -r--$ B X UMBRELLA LIAB MOCCUR 54RHUUQ9750 05/01/2014 p5/01/2015 EACH OCCURRENCE $1 000 000 --- EXCESSLIAB CLAIMS-MADE AGGREGATE $1,000,000 OED I X I RETENTION$ 10, 000 $ c WORKERS COMPENSATION 54WEIS3381 05/01/2014 05/01/2015 x I T~~tJ1¥s I I OJ~-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERJEXECUTIVE ~ NIA EL. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH] EL. DISEASE-EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 D Director's & Officers/ 81643621 05/01/2014 05/01/2015 Combined Limit: 1,000,000 Employment Practices Liab Claims Made Policy D&O Retention: 1,000 RetroActive Date 09/23/1993 EPLI Retention: 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks SChedule, If more space is required] The City of Carlsbad, Community and Economic Development Department its officials, employees and volunteers are listed as Additional Insureds on General Liability and Automobile Liability as required by written contract. Coverage is Primary and Non-Contributory and Waiver of Subrogation applies as their interest may appear as required by written contract. CERTIFICATE HOLDER City of Carlsbad Community and Economic Development Department 1635 Faraday Avenue Carlsbad, CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (201 0/05) DS#47562789 The ACORD name and logo are registered marks of ACORD WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: c,vw-\shVla V\V\~r I t~ CfCOYlOVVli (/ umelo~t) (of t;}/1 + (N arne and Department) (Date) ~bt~ f\oftvl ~u~tvj ~covtoVVl\v 1)evttopm.mt Proposed modification(s) to the L.i<Lbili~ requirement(s) for C,otl(.l.\?OrtvD\fe.-t'\loJel (Type of insur ce) (N arne of contract) 0 Reduce coverage to the amount of: =--------- Hwaive coverage Oother: ------------------------------------------------------------- F ACTOR(S) IN SUPPORT OF MODIFICATION(S) (checkthosethatapply) Approved by Risk Manager for this contract only: (Signature) H:\ WORD\Insurance\Admin Order #68.doc 06/15/2006 6--;c,-/y (Date) 27