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
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EXHIBIT 1
1 RESOLUTION NO. 2013-116
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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.
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WHEREAS, the City Council has established strategic goals of strengthening regional
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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
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II
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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.
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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.
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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)