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HomeMy WebLinkAbout2013-05-14; City Council; 21230; Approve Fund North County Branding Program MOUCITY OF CARLSBAO - AGENOA BILL 8 AUTHORIZATION TO APPROVE AND FUND THE NORTH COUNTY BRANDING PROGRAM AND DIRECT STAFF TO APPROPRIATE SAID FUNDS DEPT. DIRECTOR fr^^ CITY ATTORNEY CITY MANAGER RECOMMENDED AaiON; 2013 11fi ADOPT City Council Resolution No. __ approving the North County Branding Program Memorandum of Understanding and authorizing the funding for the City of Carlsbad's share of the project contract in an amount not to exceed $21,100, directing the City Manager to execute the Memorandum of Understanding and authorizing the Administrative Services Director to appropriate and distribute said funds. ITEM EXPLANATION: The cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista are collaborating to bring prosperity to our region through economic development. Part of that process is to develop branding, images, messaging and planning necessary to enact an economic development program for business recruitment. This North County campaign will highlight the region's strengths and differentiate it within the LA-San Diego-Imperial mega-region. To achieve this goal, the city's community and economic development director, Kathy Dodson, City Manager John Coates and Mayor Matt Hall have been collaborating with their counterparts in the North County cities on the North County Branding Program. An RFP process was conducted in late 2012 to solicit the necessary marketing services and the five cities have selected North Star Destination Strategies, Inc. as the consultant to lead the branding effort. The consultant team will meet with staff and mayors of the five cities as well as businesses and other stakeholder groups to research the area and develop an understanding of the region. Once their research and understanding are presented, the consultants will develop messaging and branding in line with their findings. This effort will convey our region's economic strengths, quality of life and other assets such as higher education opportunities to create an identity anchored in our strongest business. The five cities have prepared a Memorandum of Understanding (Exhibit 2) related to the North County Branding Program, its administration, and the roles and responsibilities of each signing city. The City of Vista will contract with North Star Destination Strategies, Inc. (Exhibit 3) and serve as the liaison between the contractor and the five cities. FISCAL IMPACT: Each of the five cities will provide one-fifth (1/5) of the total cost of the contract, $105,500. The City of Carlsbad's share of the cost is $21,100. According to the program MOU, the city's share is due to the City of Vista within ten days of the full execution of the MOU. Since the project aims to fulfill two of the City Council's strategic goals of strengthening regional partnerships and business retention and DEPARTMENT CONTACT: Kathy Dodson, 760-602-2744, kathv.dodson(5)carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED • WITHDRAWN • AMENDED • CONTINUED TO DATE SPECIFIC • CONTINUED TO DATE UNKNOWN • RETURNED TO STAFF • OTHER - SEE MINUTES • Page 2 expanison, staff requests that the funding for this project come from the City Council Contingency fund. If the City Council chooses to fund Carlsbad's share of this project, approval of the attached resolution will appropriate $21,100 from the City Council's contingency account and will be distributed to the City of Vista in accordance with the terms of the MOU. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: 1. Resolution 2013-116 2. Memorandum of Understanding for Funding of a North County Branding Program 3. North Star Services Agreement 2- EXHIBIT 1 1 RESOLUTION NO. 2013-116 14 15 16 17 20 21 22 23 24 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE NORTH COUNTY BRANDING PROGRAM MEMORANDUM OF UNDERSTANDING, AUTHORIZING 4 THE FUNDING FOR THE CITY OF CARLSBAD'S SHARE OF THE NORTH STAR SERVICES AGREEMENT, DIRECTING THE CITY 5 MANAGER TO EXECUTE THE MEMORANDUM OF UNDERSTANDING AND AUTHORIZING THE ADMINISTRATIVE ^ SERVICES DIRECTOR TO APPROPRIATE AND DISTRIBUTE SAID y FUNDS. 8 WHEREAS, the City Council has established strategic goals of strengthening regional 9 partnerships and business retention and expansion to further economic development; and 11 WHEREAS, the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista 12 (collectively "North County Cities") have undertaken the North County Branding Program to develop a branding, images, and messages that are unique to North County and highlight the region's assets and industries as the best place to do business; and WHEREAS, the North County Cities have undergone an RFP process to solicit proposals for marketing services to develop the North County brand and have selected North Star 18 Destination Strategies, Inc. as the preferred consultant to lead the branding effort; and 19 WHEREAS, the North County Cities have developed and agreed to execute a Memorandum of Understanding, outlining the roles and responsibilities of each member city with regards to the North County Branding Program; and WHEREAS, the City of Vista will execute a contract with North Star Destination Strategies, Inc. ("North Star Services Agreement") to perform the marketing services for the 25 North County Branding Program; and 26 // II 28 " 1 WHEREAS, the total contract cost for the North Star Services Agreement is $105,500, 2 of which the City of Carlsbad is expected to contribute one-fifth, for an amount not to exceed 3 $21,100; and 4 WHEREAS, funding for the requested services is not in the current budget and since 5 the services requested are to further a strategic goal of council, that funding be appropriated 6 from City Council contingencies and distributed to the City of Vista in accordance with terms of 7 the Memorandum of Understanding; 8 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 9 California, as follows that: IQ 1. The above recitations are true and correct. 11 2. The City Manager is hereby authorized to sign the Memorandum of 12 Understanding for Funding of a North County Branding Program on behalf of the City of 13 Carlsbad when the underlying agreement between the City of Vista and North Star Destination 14 Strategies, Inc. has been fully executed. 15 3. That the Administrative Services Director is hereby authorized to appropriate $21, 16 100 from Council Contingencies and distribute said funds directly to the City of Vista in 17 accordance with the terms of the Memorandum of Understanding and for the sole purpose of 18 payment for the North Star Services Agreement. 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28 f PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 14^^ day of May, 2013, by the following vote to wit: AYES: NOES: ABSENT: Council Members Hall, Packard, Wood, Blackburn and Douglas. None. None. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MATT HALL, Mayor ATTEST: 'S(5N,€ity Clerk o = Ml receive One Hundred Five Thousand Five Hundred Dollars ($105,500.00), assuming the full expense allotment is used ("Contract Price"). (B) The City of Vista makes no representation regarding the completeness, or quality of the work that North Star will produce under the North Star Services Agreement. In directing North Star pursuant to the North Star Services Agreement, the City of Vista will, when reasonably possible, provide direction based on the consensus of all Cities. If consensus is not present after a consultation period of Thirty Days (30) days has elapsed, and the Cities have not acted collectively to amend or terminate this MOU or the North Star Services Agreement, the City of Vista reserves the right to provide direction to North Star to assure that its efforts are not stopped, stalled or otherwise delayed. 2. Cooperative Efforts (A) For North Star to successfully complete the North County Branding Program, each North County City must: (1) provide North Star with information about the city, its community, its businesses, and its other attributes; (2) make available to North Star 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 North Star and other North County Cities for the development and refinement of elements of the North County Branding Program; and (5) othenA/ise participate in the development of the North County Branding Program in the manner described in the Scope of Work ("City Participation Obligations"). (B) Each City agrees that it will take all actions required to fulfill its City Participation Obligations in order to facilitate the North County Branding Program. To this end, each City will identify to the City of Vista at least one employee of that City to work with North Star to facilitate satisfaction of the City Participation Obligations. If a City fails to timely satisfy a City Participation Obligation and that failure will delay the ability of North Star to timely satisfy its obligations under the North Star Services Agreement, North Star may proceed without receipt of that component of the City Participation Obligations. 3. Payments for Funding the North Star Services Agreement (A) To fund the North Star Services Agreement, each City will provide to the City of Vista one-fifth of the Contract Price within ten (10) days of the full execution of this MOU ("City Contribution"), which equals Twenty-One Thousand One Hundred Dollars ($21,100.00). The City of Vista will hold the City Contribution for each City, including the City of Vista, and collectively use those City Contributions to make payments due to North Star under the North Star 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 Vista shall notify the North County Cities of the additional services vvhich are available ("Additional Services") and the price for those services ("Supplemental Cost"). With that notice, the City of Vista will provide the North County Cities with a proposed Addendum to the North Star 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 Vista 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 Vista a sum equal to one-fifth of the Supplemental Cost; and (2) the City of Vista will execute the Services Agreement Addendum, or cause the Addendum to become effective. The share of the Supplemental Cost contributed by each North County City shall be treated as an augmentation of the each City's City Contribution. (C) Following the completion or termination of the North Star Services Agreement, the City of Vista shall determine what amount, if any, 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 North Star 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 North Star, or its subcontractor, for the benefit of Vista 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 EXHIBIT 3 AGREEMENT BETWEEN THE CITY OF VISTA AND NORTH STAR DESTINATION STRATEGIES, INC. FOR A NORTH COUNTY BRANDING PROGRAM THIS AGREEMENT is made and entered into on , 2013 by and between the CITY OF VISTA, a chartered municipal corporation ("City of Vista"), and NORTH STAR DESTINATION STRATEGIES, INC., a C Corporation from Tennessee ("North Star"). RECITALS (A) The cities of Carlsbad, Escondido, Oceanside, San Marcos, and Vista (individually, "City" and collectively "North County Cities") are interested in developing a branding program that can be used by the North County Cities in promoting economic development opportunities within the north county region ("North County Branding Program"). To facilitate that goal, the North County Cities: (1) developed a Request for Proposals for Branding, (2) reviewed the responses to those proposals, and (3), selected North Star Destination Strategies, Inc., ("North Star") as the company best suited to provide the required services. (B) To commission the North County Branding Program, the North County Cities want the City of Vista to contract with North Star 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 North Star under this Agreement for the Required Services is Eighty Seven Thousand Five Hundred Dollars ($87,500.00), with a maximum expense reimbursement of Eight Thousand Dollars ($8,000.00) for third party expenses other than payment of Tassan & Hardison, and a maximum expense reimbursement of Ten Thousand Dollars ($10,000.00) for payments to Tassan & Hardison to secure intellectual property rights with respect to the Works (as defined below), resulting in maximum payments to North Star of up to One Hundred Five Thousand Five Hundred Dollars ($105,500.00) ("Contract Price"). (C) In turn, pursuant to a Memorandum of Agreement, dated as of Mayl ^ , 2013, among the North County Cities: (1) the City of Vista has agreed to engage North Star to provide the services required for a North County Branding Program pursuant to this Agreement; and (2) each City will allocate to the City of Vista a sum of Twenty-One Thousand One Hundred Dollars ($21,100), representing one-fifth of the Contract Price ("City Contract Share"). (D) Vista Municipal Code (VMC) Section 3.08.060 authorizes the City of Vista to engage the services of attorneys, accountants, architects, engineers or specialized consultants or professionals. (E) The City of Vista requires the services of North Star to develop a community "brand" for the City of Vista and the other North County Cities. (F) North Star represents that it is specially trained and possesses special skills, education, experience, and competency to perform the services and provide the advice needed. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City of Vista and North Star agree as follows: 1. SERVICES TO BE PROVIDED BY NORTH STAR: TIMELINE North Star shall act in a professional capacity to provide City of Vista 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 Timeline included within the Scope of Work, except to the extent that a delay is caused by a material failure of the City of Vista or another City to take timely actions described in the Scope of Work which are predicates to North Star's performance. North Star's work shall conform to all applicable statutes, laws, regulations, and professional standards for such work. 2. COMPENSATION (a) Compensation for Services: City shall pay North Star a fixed fee, not to exceed Eighty Seven Thousand Five Hundred Dollars ($87,500), 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. North Star has made a good faith estimate, based on extensive experience in performing similar services for other entities, that North Star can complete the Services to its customary standards in not more than five hundred eighty (580) hours of work performed by "Designated Employees." (For purposes of this calculation, hours spent In travel are not considered to be hours worked). If North Star determines that performing the Services to its customary standards will require more than five hundred eighty (580) hours of work by its Designated Employees, North Star shall promptly advise the City of Vista of that fact in writing and provide the City of Vista with a written estimate of the number of additional work hours which would be required by North Star's Designated Employees to perform the Services to its customary standards, along with an explanation why its original estimate was not adequate. Upon receiving that notice, the City of Vista will consult with the remaining North County Cities to determine if the Cities unanimously wish to have the City of Vista engage North Star to perform that additional work, or other supplemental work ("Additional Work"). If the North County Cities determine that the City of Vista shpuld engage North Star to perform the Additional Work, the City of Vista and North Star will prepare an addendum to this Agreement for the Additional Work which will compensate North Star at a rate of One Hundred Fifty Dollars ($150.00) per hour for the work of its Designated Employees. (c) For purposes of this section, "Designated Employees" consist of: 1. Don McEachern - North Star 2. Ed Barlow - North Star 3. Adam Winstead - North Star 4. Erin Sephel - North Star 5. Kelley Brackett - North Star 6. S.A. Habib - North Star 7. Christi McEachern - North Star 8. Anthony Domine - North Star 9. Jeanne Petersen - North Star 10. Janet Ady - AdyVoltedge 11. Paul Hampton - AdyVoltedge 12. Tassan & Hardison (d) Billing: Expenses: (i) North Star shall bill City of Vista c/o Kevin Ham, Director of Economic Development, at 200 Civic Center Drive, Vista, CA 92084, for services rendered under this Agreement. (ii) In addition to the amounts payable under paragraph (a), the City of Vista shall pay expenses due under this Agreement, not to exceed an aggregate of Eighteen Thousand Dollars ($18,000.00) with no more than an aggregate of Eight Thousand Dollars ($8,000.00) being for eligible expenses other than payments to Tassan & Hardison, and no more than an aggregate of Ten Thousand Dollars ($10,000.00) being for payments to Tassan & Hardison for procuring intellectual property rights with respect to the Works. Such expenses shall be paid within 45 days of receiving and processing such bills from North Star. Expenses eligible for reimbursement shall include expenses incurred by North Star at its cost, consisting only of travel expenses, mileage at a rate of 55 cents per mile, data entry expenses paid to third parties, or other reasonable out-of-pocket expenses incurred in performing the services described in the Scope of Work. The costs of couriers, copying, and faxes shall not be counted as expense. Payment of any fee or reimbursement shall not constitute a waiver by City of Vista of any breach of any part of this Agreement. (e) Ceiling: In no event shall City of Vista be liable for paying more than the amounts set forth in paragraphs (a) or (b) for services or expenses, respectively. No Additional Work or greater expenses shall be permitted or authorized under this Agreement unless a written Addendum to the Agreement, executed by the Vista City Manager and an authorized representative of North Star, is first prepared and fully executed. TERM OF AGREEMENT (a) This Agreement shall: (1) take effect on the later of the date first written above, or the date on which the MOU is fully executed (i.e., the last of the cities has signed); and (2) shall be in force for the amount of time necessary to complete the Services, unless terminated as described in subparagraph (b) below. (b) The City of Vista may terminate this Agreement by tendering written notice to North Star ten (10) days before the effective date of termination. In such event, or upon request of the City of Vista, North Star shall assemble all City documents in North Star's possession and put them in order for proper filing and closing, and deliver said documents to the City of Vista. In the event of termination. North Star shall be paid for work performed to the termination date. The City of Vista shall make the final determination as to the portion of tasks completed and the compensation to be made. ASSIGNMENT AND SUBCONSULTING (a) North Star shall not assign this contract, any part thereof, or any compensation due thereunder without the prior written consent of the City of Vista. (b) North Star shall be fully responsible to City of Vista for any acts and omissions of North Star's sub-consultants, including persons either directly or indirectly employed by sub-consultants, in the event North Star subcontracts any of the work to be performed under this contract. North Star's responsibility under this paragraph shall be identical to North Star's liability for acts and omissions of North Star and employees of North Star. Nothing contained in this Agreement shall create any contractual relationship between the City of Vista and any sub-consultant of North Star, but North Star shall bind every sub-consultant and every sub-consultant of a sub-consultant by the terms of this contract applicable to North Star's work, unless such change, omission, or addition is approved in advance in writing by City of Vista. All sub-consultants are subject to the prior written review and approval of City of Vista. (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. 6. COOPERATION OF CITY With respect to the City of Vista and its territory, the City of Vista agrees to cooperate with North Star so it can satisfactorily perform the Services. Such cooperation shall include meeting with North Star, assisting in arranging meetings with others, and providing North Star with such non- confidential information that the City may have that may be relevant and helpful to North Star's performance of the Services ("Individual City Support"). For each North County City other than the City of Vista, the City of Vista shall provide North Star with a contract person at that other North County City which North Star can contact to receive Individual City Support from that City. After that contract person is identified to North Star, the City of Vista shall have no further responsibility in providing Individual City Support for that North County City. It may be necessary for the City of Vista or a North County City to share certain confidential and/or proprietary information or matter with North Star. The parties agree that such information and the materials referenced in the contract, the results and developments there from are confidential and/or proprietary information belonging to the City. North Star agrees not to disclose to any third party any confidential or proprietary information for its own separate benefit. North Star will be responsible for its employees or agents complying with the provisions of this Agreement. 7. OWNERSHIP OF DOCUMENTS AND PRODUCTS. INDEMNIFICATION (a) In accordance with subsection (b) below. Works developed for the City of Vista and North County Cities in connection with this Agreement are the exclusive and joint property of the City of Vista and North County Cities. North Star agrees to deliver all Works to the City of Vista and North County Cities 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 code, fixes, patches, updates, upgrades, documentation embedded or otherwise, original copy, and other production materials. North Star shall be responsible for delivering all Works to the City of Vista and North County Cities no later than fifteen (15) working days from the date of final Agreement deliverables. In the event the North Star fails to return all such materials by this deadline and the City of Vista and North County Cities desire to use Works again, North Star shall provide the City of Vista and North County Cities with equivalent materials, at its own expense, or reimburse the City, in full, for the cost of developing equivalent materials. (b) Work for Hire. North Star 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 Vista 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. North Star hereby grants, transfers, sells and assigns, free of charge, exclusively to the City of Vista and North County Cities, all title, rights and interest in and to said Work, including all copyrights and other intellectual property rights. North Star further agrees to execute and deliver to the City of Vista 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 Vista and North County Cities deems necessary to ensure the complete and effective transfer of all rights in Works to the City of Vista and North County Cities. North Star 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. (c) In the event that North Star utilizes a sub-contractor(s) for any portion of the Work that is in whole or in part of the specified deliverable(s) to the City of Vista and North County Cities benefit. North Star shall include a statement in the North Star-subcontractor agreement (Subcontractor Agreement) that identifies that the deliverable/Work product to the City of Vista and North County Cities is a work-for hire as defined in the Act and that all Intellectual property rights In the deliverable/Work product, whether arising in copyright, trademark, service mark or other belongs to and shall vest jointly and equally in the City of Vista and North County Cities. Further, the Subcontractor Agreement shall require that the subcontractor grants, transfers, sells and assigns, free of charge, exclusively, jointly and equally to the City of Vista and North County Cities, all titles, rights and interests in and to said deliverable/Work, including all copyrights and other intellectual property rights. (c) stock photography used for the demonstration of creative concepts is not to be reproduced or published in any way without first negotiating usage rights with the appropriate stock image provider. Concepts not selected by the City of Vista for itself or for the North County Cities remain the intellectual property of North Star. (d) To ensure that the any recommended straplines (taglines) are available for use and capable of being trademarked. North Star will conduct a trademark registration search with the United States Patent and Trademark Office (U.S.P.T.O.) via their web site: http://www.uspto.gov/main/trademarks.htm. North Star will report any records found relating to the strapline. The pursuit of an official, legally-binding trademark is the responsibility of North Star and all trademark registrations shall be procured in and shall vest in the names of the City of Vista and all North County Cities jointly and equally. City of Vista and North County Cities shall review all logos and thereafter, approve the logo(s) for U.S.P.T.O. trademark registration. The unique logo shall constitute an original work of art and inspired by North County Cities. Strapline suggestions not chosen remain the intellectual property of North Star. (e) North Star represents that it has or will secure all necessary licenses, consents or approvals to use the components of any intellectual property, in the rendering of Services and the production of the materials for the Scope of Work and that City of Vista and North County Cities will have full legal title to and the right to reproduce such materials. f) North Star further represents and warrants that any materials or deliverables, including all Works, provided under this Agreement are either original, not encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If deliverables, materials or Works provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement. City of Vista and North County Cities shall have the right. In its sole discretion, to require North Star to produce, at North Star's own expense, new non-infringing materials, deliverables or Works as a means of remedying any claim of infringement in addition to any other remedy available to the City of Vista and North County Cities under law or equity. North Star further agrees to indemnify and hold harmless the City of Vista and all North County Cities, its/their officers, employees and agents from and against any and all claims, actions, costs, judgments, or damages of any type alleging or threatening that any materials, deliverables, supplies, equipment, services or Works provided under this Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before North Star receives payment under this Agreement, City of Vista and North County Cities shall be entitled, upon written notice to North Star, to withhold some or all of such payment. (g) City agrees that the Community BrandPrint™ created by North Star is intended solely for the use and benefit of the City of Vista, the North County Cities, and those groups associated with the North County Cities as set forth in the Scope of Work ("North County Interests"). North Star hereby agrees that all property, materials, taglines, and other materials prepared and delivered to the City may be licensed or othen/vise used by the North County Cities and the North County Interests. Except as othen/vise provided in this Agreement, any other use of the use of the products is not authorized. 8. INDEMNIFICATION AND INSURANCE (a) During all phases of this Agreement, North Star ggrees to defend, indemnify and save harmless City of Vista, each North County City, and each of their officers, agents, and employees (collectively, "Indemnitees") from and against any and all claims, demands, losses, defense costs, or liability of any kind or nature which the Indemnitees 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 North Star's performance of this Agreement, excepting only claims resulting from the sole negligence, gross negligence, or willful misconduct of City of Vista or a North County City. (b) Notwithstanding the foregoing, should an Idemnitee and North Star, or its partners or employees, be jointly named as defendants in any litigation resulting from the Services or this Agreement, North Star agrees to defend such claims, demands, suits, actions or proceedings, which may be brought against them related to the work performed by North Star for the City of Vista under this Agreement. (c) Without limiting, North Star's indemnification, it is agreed that North Star shall maintain in force at all times during the performance of this 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. (ii) Workers' Compensation coverage at statutory limits. (iii) Professional Liability in the amount of one million dollars. North Star'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 Vista". (ii) "It is agreed that any insurance maintained by the City of Vista (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 City of Vista". (d) Certificates of insurance evidencing the coverage's required by the clauses set forth above shall be filed with City of Vista prior to the effective date of this Agreement. This is a condition precedent to the formation of any obligation by City of Vista to compensate North Star under this Agreement. 9. CONFLICT OF INTEREST REQUIREMENT North Star agrees that it shall comply with and be bound by all laws and regulations deriving from the relationship of North Star to City of Vista, and in particular with the Conflict of Interest laws, being Chapter 7 of Title 9 of the California Government Code, othen/vise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, North Star warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political Reform Act and that to the best of North Star's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Reform Act) that would disqualify North Star from participation in any decisions arising out of the performance of this Agreement. Prior to commencement of any work in the performance of this Agreement, North Star shall comply with the requirements of Chapter 2.32 of the Vista Municipal Code, including the requirement to file a financial disclosure statement with City Clerk. 10. 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 North Star: Don R. McEachern President/CEO North Star Destination Strategies, Inc. 209 Danyacrest Drive Nashville TN 37214 To City: Kevin Ham Director of Economic Development City of Vista 200 Civic Center Drive Vista, CA 92084 11. MISCELLANEOUS (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. (c) North Star 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 North Star 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) The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. (g) North Star and any Subcontractor(s) employed by North Star shall be independent contractors and not agents of City. Any provisions of this Agreement that may appear to give City any right to direct North Star concerning the details of performing the Scope of Work services, or to exercise any control over such performance, shall mean only that North Star shall follow the direction of City concerning the end results of the performance. [SIGNATURE PAGE FOLLOWS THIS PAGE] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF VISTA, a chartered municipal NORTH STAR DESTINGATION corporation STRATEGIES, INC., a C Corporation from Tennessee By: Patrick Johnson, City Manager By: Signature ATTEST: Marci Killian, City Clerk Title By: By: Signature APPROVED AS TO FORM: Darold Pieper, City Attomey RISK MANAGEMENT REVIEW: Dolores Gascon, Risk Manager By: Title EXHIBIT A SCOPE OF WORK Helping stakeholders understand branding One of the most valuable skills North Star brings to the branding table is an understanding of how best to navigate the political waters that surround such a project. This "intangible" benefit is strictly a result of experience. We know when projects can derail how to maneuver difficult political situations and who to include in the process. And vie have developed strategies for sidestepping potential problems and keeping your branding initiative on course. North Star also provides tactics for the use of a brand as a pivotal rallying point to help forge win-win partnerships between the public and private sector. Such partnerships can help fund the brand initially and fund its integration into the community eventually. In addition, working toward the common goal of the brand inspires non-siloed teamwork within the public sector that results in more effective use of limited resources. Early understanding is also critical to the smooth implementation of a community brand. Educating your citizens, businesses and stakeholders on the purpose, process and possibility of a brand early is the first step in achieving buy-in from these important- audiences North Star has created an array of educational tools designed to elicit understanding of and support for the North County Region branding initiative. • Educational Presentation: Live PowerPoint presentation (during the in-market trip) to private and public sector stakeholder groups (determined and assembled by client) for purposes of educating and furthering buy-in of community branding • Press Release: General discussion on what a brand is and does. Highlight need for the public's help during the process • Educational PowerPoint: Community branding PowerPoint presentation given to client for use in making additional presentations, for distribution to interested parties or for placement on community websites • Educational Brochure: For distribution to general public if needed: • North Star will work with North County to write and lay out the brochure to the point of a print-ready file . • ^ r A • North County is responsible for providing information for customized writing and printing 2. RESEARCH AND PLAUUmB What are cun-ent brand perceptions? This stage addresses the current positioning of the community; in other words, how North County is perceived by stakeholders, residents, site selectors, businesses, visitors and prospective consumers. We evaluate the environment, the competitive situation, community attitudes, current communications, and perceptions of target audiences and their influencers. Research methodologies include focus groups, online, paper and telephone surveys, undercover interviews, in-person and telephone perception interviews, extensive data analysis and reporting, communication audits, benchmarking and more. Situation Analysis: Questionnaire and meeting with stakeholder groups to understand primary objectives, general history, political landscape, resources, competitors, etc. Research and Planning Audit: Comprehensive review of research and planning documents. To include but not limited to the North County Comprehensive Economic Development Strategy Communication and Media Audit: Review of existing marketing materials and media plans Familiarization Tour/Site Visit: Tour of commercial sites, business parks, housing developments, work force training facilities, entrepreneur incubator, institutions of higher education, quality of life influencers, etc. An abbreviated red carpet tour and sales pitch will take place. Site Selector Tour and On-Site Qualitative Research: A site selector will visit each city in North County for a mock familiarization tour. Site selector can privately interview large employers representing the key target industries from each city. (Interviews will focus on private companies, not school districts, hospitals, etc.) Brand Driver Interviews: Inspiration starts with the wisdom of those in the trenches. We interview key economic development leaders from Carlsbad, Escondido, Oceanside, San Marcos and Vista. Economic Development Stakeholder Focus Group: An in-depth group discussion with economic development representatives for all involved municipalities. Discussions designed to gather each entity's growth strategy, strengths and weaknesses and a common set of competitive strengths and potential weaknesses from the perspective of private sector investors. C-Level Perception Study: One-on-one qualitative interviews with 25 leaders in the region representative of small, medium and large companies; higher education institutions; and top industry sectors to interview on attitudes and advocacy for the North Courity as a place to do business (They will then be asked to recommend C- level executives outside the region [domestic and international] to participate in an outside Perception Study). • Vision Survey: An open-ended questionnaire distributed to a comprehensive list of stakeholders ftiroughout the region as identified by the brand dnvers • Tapestry® Resident vs. Region Profile: A detailed market segmentation report created with ESRI's Arcview and Business Analyst software - including U.S. Census Bureau data and consumer buying behavior data from Mediamark Research Intelligence (MRI) This piece is specifically relevant for the purposes of economic development and talent recruitment by comparing the differences and similarities in workforce between North County and the surrounding areas to hone in on target segments for growth opportunities. • Who Report: Resident socio-economic classifications • What Report: Profile of resident lifestyle habits such as media usage, travel behavior, household buying preferences, recreational interests, civic involvement, dining choices, retail preferences, lodging tendencies. COMSmERS • Top Business Prospects: A proprietary program that identifies the most likely business prospects for the Region using a combination of secondary data sources and select customized criteria. • Online Brand Monitoring: Review of your online reputation that measures quantity and quality of the North County Region's online "mentions" plus the current topics of discussion and keywords surrounding the North County Region. Will be used to guide brand action for purposes of online marketing strategy suggestion and product development. • Social Media Outreach to Talent: Use of social media outlets to query young talent regarding the strengths of the North County as a place to live and work. • Positioning of the Region to Site Selectors: An evaluation of the five-city region on the 40-50 locational criteria that site selectors themselves use for decision making This would include a review of all existing economic development plans and target industry studies. The end result is a 2 X 2 matrix providing a roadmap of the Region's relative strengths and weaknesses. • Business Perceptions Study: A quantitative survey conducted to assess the perception and reputation of the economic development potential of the community from outside businesses and high-income professionals. Specifically, the survey measures' • Overall awareness and perceptions of the North County Region's business climate • Overall awareness and perceptions of the competition • Attitudes regarding the North County Region's strengths and weaknesses as a place to conduct business • Consumer opinions regarding what needs to added to or taken away from the North County Region's business climate • Changes in consumer perceptions of the North County Region over time • Measurements of the North County Region's delivery of quality-of-life indicators. IMPETITION Competitive Positioning and Best Practices Review: A brand message assessment to evaluate the North County's position relative to other regions with a high concentration of finance and insurance, information solutions, health and wellness, agribusiness, advance manufacturing and logistics. Competitive Opportunity Analysis: An in-depth analysis of the North County Region's top five economic development competitors; uncovering strengths and weaknesses in the current business landscape according to national standard industry classifications. , ^^.^ , , * ^ Perception Studies: Understanding of perceptions and attitudes regarding selected competitors Where is the heart of your brand? The goals for this initiative may involve a number of elements: identify core economic development industries and/or themes, cohesive regional identity and consistent marketing efforts, collective community conscience, highest use of available resources, business and resident recruitment/retention and increased fiscal vitality. Branding influences these goals by influencing expectations and affecting attitudes, thus affecting behavior and usage. The most successful brands establish an emotional - not simply an intellectual ~ connection. Our insights come from asking a number of thought- provoking questions. What brand "story" does the research tell? What emotional attachments can the brand hold? How does the brand fit into various audience lifestyles? How can the brand best be used to elicit the North County Region's desired emotional/behavioral responses? It is from these insights that we determine the overall positioning of the brand. These insight questions are compiled in a succinct storyline that leads directly to the North County Region's strategic brand platform. This platform is the critical touch point for all branded activity moving foHA/ard. For maximum brand impact, all efforts, thoughts, communications and actions should literally and symbolically support its essence. Situation Brief: Review of all research findings Blue Sky Meeting: Internal session for developing insights based on significant research patterns and findings ^ .. . "Understanding and Insights" Presentation: Comprehensive review of all relevant research and recommended strategic direction Brand Platform Statement Development: The guiding statement for the management and development of your brand including: Target audience Frame of reference Point of difference Benefit NOTE: Here, we conduct a meeting to present all of the research findings as well as our recommended brand positioning based on those findings. Brand Platfonri approval is required before proceeding. How should your brand look, feel and sound? In this stage, all the data and high-level strategies are transformed into tangible creative products that embody your brand. Straplines and logos (with graphic standards) are created. Foundation creative recommendations and looks are created including targeted marketing messages and advertising, digital design and content recommendations (web portal, social media), collateral materials, stationery and a color palette. Additional deliverables may also be developed including environmental applications, signage, promotional items, economic development prospecting packages and more. • Written Creative Concepts (3): Three different written concepts for communicating your brand will be developed • Naming Recommendations (5): Based on the research and approved Strategic Brand Platform, North Star will create new names for the North County including rationale and support for each if needed. • Logos (5) & Graphic identity Looks (2): This collaborative process results in a unique and memorable visual identity for your brand. In a word, how will your community's brand look? • Note: There is critical collaboration that takes place at this point with a select group of stakeholders to address the written creative concepts and the development of the foundational graphic identity. North Star then provides solutions for the remainder of the creative work based on that agreed-upon direction. • Brand Narrative: Takes the foundation of the written concept and breathes life into it through an artistic interpretation of language. Its purpose is to help audiences - site selectors, CEOs, media, influencers, North County Committee staff and board, etc. - connect the emotional story of the brand to their own lives. Inspiring language describes the North County's assets as they relate to the new brand and garners excitement among constituents. • Brand Identity Guide: North Star will assist the client in identifying a list of custom deliverables that target your specific goals. Typically those ideas might include: Logo option Sample integrated Graphic standards guide Strapline development Color palette Stationery design PowerPoint slide design E-newsletter template Collateral design Sample advertisements logos Brand vocabulary Infrastructure design Website design application Mobile website and app design Social media design application Signage design Wayflnding design How should your brand be integrated? In this stage, North Star develops a must-do strategic action plan for the first 6 to 36 months following your brand's development. This plan comprises 15 fundamental actions steps that ensure the brand gains traction and maintains momentum. Many of these tasks involve setting up the organization and cooperation that will propel your brand forward. Our goal - and yours - is to make sure that the North County regional brand is the guiding principle for your economic development future. Not just a logo and line on your letterhead. These action ideas will include a selection of high-impact custom ideas designed to raise the profile of your brand and put it to work in every corner of your community. Custom ideas generally fall into the following categories: • Po//cy (laws or measures that support the brand strategy) • Public Relations (events, red carpet tours) • Environmental Applications (look at your community as if it were a canvas) • Purpose Initiatives (charities, sponsorships, etc.) • Arts (public art campaigns, partnerships with art organizations, art contests with visitors, residents, students, artists in residence programs) • Private Sector (ideas and tools to engage businesses and other private sector organizations) • Exports (goods that are manufactured, grown or packaged in your community for export; even a famous person or idea from your community can be considered an export) • Awards (civic awards, organizational awards, etc.) • Education (programs in schools, small business/entrepreneur mentoring, education for front-line hospitality staff, etc.) • Sustainability (residential green initiatives, tax incentives for green industries, etc.) • Health (community health programs, school-based health initiatives, business-based health initiatives, hospital and health care agency partnerships) • Economic Development (marketing, communications, training, outreach, resources, etc... all specifically related to economic development) • Incentives (tax incentives for businesses, entrepreneurs, art organizations, etc. that are in line with the brand strategy) • Master Planning (design and development of infrastructure and support systems that correlate with the brand strategy) 18 How the brand is performing Evaluation yields new information, which may lead to the beginning of a new planning cycle. Information can be gathered from concept pre-testing, campaign impact in the marketplace and tracking studies to measure a brand's performance over time. Ideally, two basic questions will be answered: have responses to the brand among target audiences changed in the way the BrandPrint intended? And have these changes resulted in action that will achieve the desired objectives of the brand? No single measure of success works for something as complicated as an economic development brand. As such, every research study in this plan - from the online brand monitoring to stakeholder interviews to the external qualitative perceptions study - is designed to produce benchmarks . . . results that can be used for comparison with future studies in areas of advocacy, perceptions of the existing North County Region brand and attitudes regarding how well the North County Region performs as a place to do business and to attract a talented workforce. Additionally, our 12 years of branding experience has shown that true success can be seen in the spread of excitement, inspiration and innovation among your stakeholders around the brand. This is a "soft measurement", but it is vitally important. Finally, North Star builds hours into our BrandPrint process for official follow-up with our clients. North Star provides a 6- and 12-month follow up. However, we do not limit communication to these two instances. Your success is our success. And everyone at North Star - from the president and CEO to the office manager to our research assistants - takes the success of our clients personally. Toward that end, we are always available to answer questions and help with problems. In short, we have maintained an ongoing personal and business relationship with most of our clients, some for more than a decade. 6 Month Check Up 12 Month Check Up Recommended Measures of Accountability: Quantitative Perception Study Online Brand Performance NOTE: Here, we conduct a final presentation that delivers the creative product, the brand action ideas and recommended measures of accountability. A final report is produced that delivers these items as well as the research findings, insights and strategic brand platform. 19 7. TIMELINE Getting started call Education & buy-in Research & Planning Phase Research and planning audit Communication and media audit Site visit (fam tour, focus groups, interviews) Site selector tour and on-site review Brand driver interviews Vision Survey sent, received and entered Tapestry® Resident vs. Region Profile Competitive message analysis Competitive economic opportunity analysis Competitive perception study Top business prospects Online brand monitoring Social media outreach Site selector positioning Business perception study Insights Understanding and Insights development Blue Sky - strategy meeting *Understanding and Insights presentation Weekl Week 2 Weeks 1 -2 Weeks 1-2 TBD TBD Weeks 4-8 Weeks 4-8 Weeks 4-8 Weeks 4-8 Weeks 4-8 Weeks 4-8 Weeks 6-10 Weeks 6-10 Weeks 6-10 Weeks 8-12 Weeks 13-16 Weeks 17-21 Week 21 Week 22 Creativity Creative brief development (Internal) Creative concept development Approval of creative concept *Brand identity guide development Action •Action idea development Final report development Week 23 Weeks 24-26 Week 27 Weeks 28-34 Weeks 30-34 Weeks 34-36 PROPOSED TIMELINE Weeks 34-36 = Dependent upon how quickly approval from client is received 20 EXHIBIT B PAYMENT FOR SERVICES Within ten days of the effective date of the Agreement: $29,166.00 Upon completion of the Understanding & Insights Presentation: $29,167.00 Upon completion of the remainder of Services, not to exceed: $29.167.00 $87,500.00 21 North County Branding Program Kathy Dodson May 14, 2013 North County Economic Development The North County cities have collaborated on increasing economic development in our region. •Carlsbad •Oceanside •Vista •San Marcos •Escondido Developing a Regional Identity •North County is stronger as a region –Wide range of housing opportunities –Wide range of skilled labor –Large number of colleges and universities –Headquarters, suppliers, warehouses clustered in different areas of North County Developing a Regional Identity This initiative will •Develop an identity and images that will define North County to our economic development targets •Distinguish what is different and special about North County Branding Process 1.Research & planning – identify the current brand perceptions for the: –Community –Consumers –Competition Involve stakeholders in this process Branding Process 2.Brand development – guiding statement addressing the target audience, frame of reference, distinguishing characteristics and benefit 3.Creative product – development of written and graphic materials Branding Process 4.Action – development of a strategic action plan for brand implementation and marketing –Identify recruitment targets –Response materials for state inquiries 5.Evaluation – measurement of brand’s impact and performance over time Recommendation •Enter into a memorandum of understanding between the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista •Authorize the funding for the City of Carlsbad’s share of the NorthStar services agreement ($21,100 to be funded from the City Council Contingency Fund)