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HomeMy WebLinkAbout2013-05-28; City Council; 21246; Approval Agreement Backus Higher EducationCITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 21.246 5/28/13 CED APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH K. BACKUS & ASSOCIATES FOR HIGHER EDUCATION CONSULTING SERVICES DEPT. DIRECTOR CITY ATTORNE CITY MANAGE 13 RECOMMENDED ACTION: 2013-127 ADOPT City Council Resolution No. " to approve the professional services agreement with K. Backus and Associates for higher education consulting services in an amount not to exceed $110,000 and authorizing the Administrative Services Director to appropriate and distribute said funds. ITEM EXPLANATION: On March 12, 2013, City Council approved the release of a Request for Proposals (RFP) for higher education consulting services. The RFP solicited in-depth, technical expertise to further the Council's strategic goal to create world class educational opportunities in Carlsbad. Five proposals were received and ranked by a selection committee composed of city staff members on the higher education goal team. Proposals were evaluated based on proposed services and methodology, overall response to request, best value, related experience of the firm and project team and client reference information. Based on these criteria the selection committee has chosen K. Backus & Associates as the consultant to lead this effort. Their team has extensive experience in helping both municipalities and higher education institutions meet their strategic goals, including assisting the Cornell-Technion partnership with their successful bid for New York City's applied sciences campus. The city has negotiated a professional services agreement with K. Backus & Associates and is recommending approval ofthe attached agreement to initiate the higher education consulting services. The scope of work set forth by K. Backus & Associates includes: • Develop local & regional academic profiles • Identify local industry needs • Potential partner identification • Strategy development • Implementation plan development This agreement includes project deliverables, timelines and milestones including periodic reporting and presentations to the project team and City Council. It provides for a one year term that is renewable for an additional one year period. DEPARTMENT CONTACT: Kathy Dodson, 760-602-2744, kathv.dodson^carlsbadca.gov FOR C/ry CLERKS USE O/VLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED • • • • CONTINUED TO DATE SPECIFIC • CONTINUED TO DATE UNKNOWN • RETURNED TO STAFF • OTHER - SEE MINUTES • Page 2 FISCAL IMPACT: K. Backus & Associates and the city have negotiated a budget not to exceed $110,000 to perform the consulting services outlined in the Professional Services Agreement. This amount includes $100,000 for consulting services and $10,000 for reimbursable expenses (travel, etc.). Since the project aims to fulfill one ofthe City Council's strategic goals, staff requests that the funding for this project come from the City Council Contingency fund and be appropriated to community and economic development. Economic development staff would manage the project on behalf of the city. 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 2013-127 2. Professional Services Agreement with K. Backus & Associates 3. Benefits of a Higher Education Institution Summary EXHIBIT 1 1 RESOLUTION NO. 2013-127 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CAUFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT ^ WITH K. BACKUS AND ASSOCIATES AND AUTHORIZING THE 4 ADMINISTRATIVE SERVICES DIRECTOR TO APPROPRIATE AND DISTRIBUTE SAID FUNDS. 5 " ^ WHEREAS, the City Council has established strategic goals of attracting world class 7 educational opportunities and attracting talent to the city; and WHEREAS, the city requires technical and in-depth expertise in academic profiling, market analysis, strategy and implementation plan development to successfully recruit a world 11 class institution to Carlsbad; and 12 WHEREAS, a request for proposals for professional services was issued on March 22, 2013 and a total of five (5) proposals were received; and WHEREAS, the city's goal team to attract higher educational opportunities rated K. Backus and Associates as the top professional services provider for the consulting services 9 10 13 14 15 16 because they were considered most experienced, had the greatest analytical capacity to 18 complete the work and presented an approach that best addressed city's goals and objectives; 19 and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. 20 21 22 23 24 2. That the professional services agreement with K. Backus & Associates is hereby 2^ approved. 26 27 28 3. That subcontractor Appleseed, Inc. is an approved subcontractor. 3 1 2 3 4 5 6 7 Q O 9 // 10 // 11 12 // 13 // 14 // 15 // 16 // 17 // 18 19 // 20 // 21 // 22 // 23 // 24 25 // 26 // 27 // 28 4. That the City Manager is hereby authorized and directed to execute the professional services agreement with K. Backus & Associates for said higher education consulting services. 5. That the Administrative Services Director is hereby authorized to appropriate $110,000 from council contingency and distribute said funds to community and economic development, for payment to vendor and contract administration as set forth within the professional services agreement. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 28th day of May 2013, by the following vote to wit: AYES: NOES: ABSENT: Council Members Hall, Packard, Wood, Blackburn, Douglas. None. None. MATT HALL, Mayor ATTEST: BA^^BlSiffit^tdESON, Clerk 1 ' 1 • 1 II h II 1 II11 JUL- 1 K. BACKUS 8c ASSOCIATES, INC. REAL ESTATE CONSULTANTS May 21, 2013 Kathryn Dodson Director City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Re: K. Backus and Associates Agreement for Higher Education Consulting Services Dear Ms. Dodson: This letter is to confirm that, in reference to the professional services agreement referenced above; Appleseed will serve as a subconsultant to K. Backus & Associates. As outlined in our proposed scope of services response to the City of Carlsbad's Request for Proposals that we submitted to the City of Carlsbad on April 12, 2013, the primary tasks to be undertaken by Appleseed are as follows: • Participate in meetings with local business leaders in Carlsbad's cluster industries to identify principal challenges and needs related to workforce development. • Assess gaps and deficiencies in local academic institutions' science, technology, and engineering teaching and research programs relative to the needs identified by local industry leaders • Assist K. Backus & Associates in the evaluation of academic programs and institutions that may be appropriate for partnerships with City of Carlsbad • Identify and assess menu of alternative strategies for meeting identified economic development needs • Work with City of Carlsbad leadership to evaluate and determine feasibility of identified strategies • Assist K. Backus & Associates on development of implementation plan and potential phasing • Assist in drafting of final report and presentation of findings A breakdown of each of these tasks and associated hours is included in the attached detailed fee estimate. Sincerely, Karen Backus President K. Backus & Associates and Appleseed Carlsbad Higher Education Consultant Services Fee Estimate (04/12/13)) K. Backus $375/hour S.Jacobs S250/hour KBA Jr Associate $100/hour H. O'Neill S250/hour Deborah Morris S140/hour Anna Chelius $100/hour Total Hours Fee Hours Fee Hours Fl ee Hours Fee Hours Fee Hours Fee Hours Fee Task 1: Develop Detailed Local and Regional Academic Assessments • Meet with project leadership to confirm project goals and timeline, tour Carlsbad sites *(TRtP 1) • Research comparable projects involving innovation-related development, academic institutions • Review existing programs at regional colleges and universities Develop profiles and data analysis of regional colleges and universities 10 hrs $ $ 2 hrs $ 3,750 750 10 hrs 8 hrs 4 hrs 6 hrs $ $ S $ 2,500 2,000 1,000 1,500 16 hrs $ 16 hrs S 16 hrs $ 1,600 1,500 1,500 10 hrs $ 2,500 30 hrs 24 hrs 20 hrs 24 hrs S $ $ $ 8,750 3,600 2,600 3,850 Task 1 Si Task 2: Identify Local Business Needs and Potential Partnerships ibtotal 12 hrs $ 4,500 28 firs $ 7,000 48 hrs $ 4,800 10 hrs $ 2,500 0 hrs $ 0 hrs $ 98 hrs $ 18,800 • Work with City leadership to set up meetings with local business leaders in Carlsbad's principal industry sectors • Attend meetings with business leaders "(TRIP 1) • Synthesize learnings from meetings, assess gaps and deficiencies, identify follow up items $ 10 hrs $ 4 hrs $ 3,750 1,500 8 hrs 10 hrs 8 hrs S $ $ 2,000 2,500 2,000 10 hrs $ 4 hrs $ 2,500 1,000 8 hrs $ 16 hrs $ 1,120 2,240 16 hrs 30 hrs 32 hrs $ $ $ 3,120 8,750 6,740 Task 2 Si Task 3: Program Identification and Strategy jbtotal 14 hrs $ 5,250 26 hrs $ 5,500 Ohrs $ 14 hrs S 3,500 24 hrs $ 3,360 Ohrs i 78 hrs $ 18,610 • Based on Task 2, identify programs and institutions that may meet local needs • In-depth evaluation of academic institutions with appropriate research programs to meet needs Advise City leadership how potential partnerships may be structured; identify optimal partners to engage 2 hrs S 2 hrs $ 4 hrs $ 750 750 1,500 8 hrs 8 hrs 8 hrs $ $ $ 2,000 2,000 2.000 15 hrs S 1,600 4 hrs $ 4 hrs $ 1,000 1,000 S 30 hrs 10 hrs 16 hrs $ $ $ 5,350 2,750 4,500 Task 3 Si Task 4: Strategy and Implementation Plan ibtotal 8 hrs $ 3,000 24 hrs s 5,000 16 hrs $ 1,600 8 hrs $ 2,000 Ohrs $ Ohrs i 56 hrs s 12,600 • Identify and assess menu of alternative strategies for meeting identified economic development needs • Work with City leadership to evaluate and determine feasibility/efficacy of identified strategies • Engage client re implementation and potential phasing - including potential process for any solicitation • Draft final report and presentation materials • Trip to Carlsbad to present final report and meet with stakeholders *{TRIP 2) 4 hrs $ 4 hrs $ 2 hrs $ 2 hrs $ 15 hrs $ 1,500 1,500 750 750 6,000 12 hrs 12 hrs 8 hrs 8 hrs 16 hrs s s $ s s 3,000 3.000 2.000 2,000 4,000 16 hrs $ 1,500 8 hrs $ 8 hrs $ 4 hrs $ 4 hrs $ 16 hrs $ 2,000 2,000 1,000 1,000 4,000 8 hrs $ 8 hrs $ 8 hrs $ 8 hrs $ 1,120 1,120 1,120 1,120 12 hrs S 1,200 32 hrs 32 hrs 22 hrs 50 hrs 48 hrs $ s $ $ $ 7,620 7,620 4,870 7,670 14.000 Task 4 Subtotal 28 hrs $ 10,500 56 hrs s 14,000 )6 hrs $ 1,600 40 hrs $ 10,000 32 hrs $ 4,480 12 hrs $ 1,200 184 hrs $ 41,780 SUBTOTAL $ 91,790 CONTINGENCY (10%) $ 9,179 iTotal 62 lirs $ 23,250 134 hrs $ 33.500 80 hrs $ t 3.000 72 hrs $ 18.000 56 hrs $ 7.840 12 hrs $ 1.200 416 hrs $ 100,969 •Assumes KBA-Appleseed travel to San Diego/Carlsbad; tasks and travel may be combined, as possible EXHIBIT 3 CARLSBAD Why Attract a Higher Education Institution ? "But even for these 'global' universities, the economic impact of their activities is skewed toward their local communities."^ A Higher Education Institution (HEI) brings in outside resources to the local community • Human Capital: Highly educated faculty and students represent an influx of knowledge and talent • Financial resources: HEIs bring in money (often out-of-state) in the form of grants, federal aid, and private funding that then gets spent within the local economy. • Business: Companies will choose to locateclose to an HEI, especially when the focus ofthe institution complements their work • Visitors: HEIs attract visitors regularly for events such as graduations and conferences who will invest in the local economy during their stay HEIs become economic generators of demand in the local economy Demand for housing: Students and faculty will look for housing in the local market Demand for goods and services: Business is generated to support the needs ofthe institution's population (e.g.- retail, grocery, restaurants, dry cleaners, etc.) Employment demand: The HEI creates new direct jobs and produces new jobs for the local community (e.g.- construction jobs, maintenance and supply, goods and services) Based on 2006 figures, of the approximately $4.5 billion received by Stanford, about $621 million was directly spent in Palo AltO, the city of its main campus. Of the money spent in the county almost half (46.5%) was spent in Palo Alto, Connections with the business community create a more robust & prosperous economy Technology transfer: Innovative outputs (e.g.- licenses and patents) by the institution are sold commercially, usually to businesses in the immediate vicinity of the HEI HEI-Business connections: Faculty and students will often work as consultants and/or collaborators will local businesses to provide industry skills and expertise. Public forum: HEIs provide the space to create a continuing dialogue between the research within the institution and its application to business and society. This space often produces the greatest benefit to the local economy.^ ^ Richard K. Lester. "Universities, Innovation, and the Competitiveness of Local Economies." Local Innovation Svstems Proiect. 13 Dec 2005. Massachusetts Institute of Technology. 18 Sep 2012 <http://web.mit.edu/lis/papers/LIS05-010.pdf>. ^ Lester 25. iTABILIZER: HEIs are pillars to a local community that help ensure long-term economic prosperity • Adaptation: The knowledge and talent of an HEI can help the local business community stay relevant and adaptive to changing times, helping to contextualize outside ideas to the local market.^ • Retention: Students don't have to move when an HEI is in their community and graduates tend to stay and work locally after completing their studies Stanford at a Glance (based on 2006figuresf Summary of Impact to Palo Alto: Description Amount (in Milliions) Local Spending by Stanford Employees $184 Direct Purchases of Goods and Services $258 Construction & Capital $129 Visitor and Student Spending $87 Property Tax from Stanford Lands $2 Sales Tax Generated $7 Utility Users Tax and Purchases by Stanford Research Park 8i Stanford Shopping Center $48 Transient Occupancy Tax Paid by Hotels $2 Total $717 Total in County $1,541 Percent of County Total Spent in Palo Alto 46.5% UCSan Diego Highlights (based on FY2006-7)^ Nearly one-third of UCSD alumni currently reside in San Diego County. The impact of spending by UC San Diego in the City of San Diego was $2,275 billion in total spending, 20,790 jobs, and $1,228 billion in personal income. UC San Diego Extension offers 2,000 continuing education courses to working professionals and other adult residents in the region. UC San Diego faculty and alumni have started hundreds of successful companies in San Diego, California, and around the world. An estimated $1,710 billion in salaries and wages, goods and services, and construction were spent by UC San Diego in the County of San Diego. The 1.431 million visitors to UC San Diego spent $6,266 million in San Diego County in FY 2006-07. Lester 3. ^ Frederick Biedenweg and Catherine Gardner. "Stanford University: Economic Impact Study 2008." Stanford University Office of Public Affairs. Summer 2008. Stanford University. 18 Sep 2012 <http://www.stanford.edu/dept/govcr/documents/economic-impact-study.pdf>. ^ Amy L Herman, Courtney Rash and Justin Bain. "A Study ofthe Economic Impact and Benefits of UC San Diego." CBRE Consulting, Inc. 7 Jul 2008. .University of California San Diego. 18 Sep 2012 <http://ucsdnews.ucsd.edu/economicimpact/>. AGREEIVIENT FOR HIGHER EDUCATION CONSULTING SERVICES K. Backus & Associates, Inc. THIS AGREEMENT is made and entered into as of the <A^'^ day of May, 2013, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and K. Backus & Associates, Inc., ("Contractor"). RECITALS A. City requires the professional services of a Research Consultant that is experienced in conducting in-depth, comprehensive educational and regional analyses of higher education institutions and recruitment. B. Contractor has the necessary experience in providing professional services and advice related to higher education research and impact analyses and recruitment plan development and implementation. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1- SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2- STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for an additional one-year period or parts thereof in an amount not to exceed one hundred ($100,000) and up to an additional ten thousand dollars ($10,000) for expense reimbursement, (travel, etc.) for a total maximum of ($110,000) per year, or as prorated for a lesser Agreement period. Extension will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5 COMPENSATION The total maximum fee payable for the Services to be performed during the initial Agreement term will be one hundred ten thousand dollars ($110,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 2/17/12 Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". 6- STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9- INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an City Attorney Approved Version 2/17/12 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VM". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion ofthe work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endprsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 2/17/12 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. Citv reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Kathy Qodson Name Karen Backus Title Economic Development Mgr. Title President Department CED Address 230 W. 41'* Street, Suite 1102 City of Carlsbad New York, NY 10036 Address 1635 Faraday Avenue Phone No. 212-460-8601 Carlsbad, CA 92008 Email kbackus@kbackusre.com Phone No. 760-602-2744 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 2/17/12 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othen/vise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action ofthe City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee City Attorney Approved Version 2/17/12 payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR K. Backus &. Associates, Inc. fn here) Karen Backus, President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Mayor. ATTEST: BARBARA ENGLESON City Clerk (print nanrte/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney ssistant City Attorney City Attorney Approved Version 2/17/12 EXHIBIT "A" SCOPE OF SERVICES The City agrees to engage, and Consultant agrees to perform the services described below: Task 1. Development of Detailed Local and Regional Academic Assessments • Meet with project leadership in the City of Carlsbad to confirm project goals and interim milestones, and establish structure and schedule for meeting and workshops with project leadership, City agencies, elected officials, business leaders and other entities. • Review all background and technical information already compiled by the City of Carlsbad and develop a profile of Carlsbad's population and workforce, the local economy, its strengths and weaknesses and the City's place within the broader San Diego County economy. • Review existing programs at local 4-year and 2-year academic institutions in San Diego County and Orange County to develop a profile of research strengths and priorities, research funding sources and grant activity, existing industry partnerships and relationships and projected program development and planned capital projects. Analysis will also identify education, training and employment gaps in Carlsbad and the greater San Diego region. • Develop geographic profiles for incoming students as well as postDgraduate information at local institutions. • Identify data on application, acceptance, and enrollment for relevant programs. Task 2. Identify Local Business Needs and Potential Partnerships • Work with City leadership to set up meetings with local business leaders in Carlsbad's cluster industries (life sciences, information and communications technology, action sports manufacturing, and clean technology) to identify principal challenges and needs related to workforce development. Meetings should be held with principals at companies both in Carlsbad and elsewhere in San Diego County in order to more clearly define regional needs and shortcomings. • Based on findings from Task 1, assess gaps and deficiencies in local academic institutions' science, technology and engineering teaching and research programs relative to the needs identified by local industry leaders. Task 3. Program Identification and Strategy • Based on the research & development, workforce training and other needs identified by local industry, identify the academic disciplines and programs that support these needs and the leading institutions - academic, corporate, nonDprofit, other - in these fields that may be attracted to Carlsbad. City Attorney Approved Version 2/17/12 • Research academic institutions and other entities - both in the United States and abroad •with the appropriate research programs, reputation and institutional objectives to potentially serve as suitable partners for existing entities in Carlsbad or San Diego County and for which a Carlsbad location may be appropriate. • Research and advise City leadership how potential partnerships may be structured and work with City leadership to engage selected academic and other nonDprofit institutions to better understand their needs and objectives. Task 4. Strategy and Implementation Plan • Identify and assess a menu of alternative strategies for meeting the identified economic development needs of the City of Carlsbad and its leading businesses. These strategies could include, but should not necessarily be limited to: o Working with the major academic institutions in San Diego County - and potentially Orange County and the Inland Empire (ie, UC Irvine and the Claremont Colleges) - to explore how they might expand or modify their programs to meet the needs of Carlsbad employers and residents more effectively. o Ascertain the potential interest of these institutions (and institutions outside the region) in establishing a satellite campus or center in Carlsbad. In addition to professional and technical education programs, these centers could potentially include research and entrepreneurial development programs. o Determine whether education and training providers other than academic institutions can meet the workforce development needs of the City's leading and growing industries in addition to local residents. o Explore the feasibility of establishing a center in Carlsbad where a consortium of institutions and other providers could offer professional and technical training programs. o Assessment of applicable local, state and federal incentives for higher education and research institutions o Work with City leadership, elected officials and local industry leaders to investigate the practicability of developing programs aimed at attracting and retaining graduates of local academic institutions in Carlsbad in addition to attracting graduates in targeted STEM disciplines from outside the region. • The Appleseed• KBA team would work closely with the City of Carlsbad to determine the efficacy and viability of each of these alternative strategies and the municipal resources that might be available to support them. Resources may include sale or longDterm lease of CityDowned properties, including the former Farmers Insurance property. City investments in infrastructure improvements, incentive programs and other means. • Based on our evaluation of each of the strategies outlined above, the AppleseedDKBA team would engage the City of Carlsbad in developing an implementation strategy and phasing plan for those strategies that are determined to be most impactful, effective and feasible. Should it be determined, for example, that a solicitation effort to attract academic institutions to Carlsbad is a viable action, we would develop an implementation plan that address key components of this effort, including: o The target audience for the solicitation o Number of rounds in the selection process (ie, a Request for Expressions of Interest followed by a formal and detailed Request for Proposals) City Attorney Approved Version 2/17/12 o The potential role of local academic institutions and, potentially, a consortium of academic institutions and businesses o Required City investment of resources and property that would be committed to this effort and potential transaction and conveyance structures o Project timeline Based on client comments and feedback, the findings of all six tasks outlined above, including the implementation plan, would be compiled into a draft final report and presentation materials for selected audiences. The AppleseedDKBA team would work with appropriate stakeholders to finalize the report as required. City Attorney Approved Version 2/17/12 10 EXHIBIT "B" INCREMENTAL PAYMENT SCHEDULE The Contractor will be paid a maximum of one hundred thousand dollars ($100,000) for all work necessary to carry out the requirements of this agreement. The Contractor shall be paid within 30 days for work accomplished, in response to invoice, and invoices are expected to be received monthly. The final 10% percent will be paid, not to exceed the maximum amount provided in this agreement, upon acceptance of the work and services to be provided in Exhibit A, and within 30 days after receipt of invoice. In addition. Contractor may receive up to a maximum of ten thousand dollars ($10,000) for reimbursable travel expenses which shall include transportation, lodging, meals and incidental expenses such as tips. The City will not reimburse the cost of alcoholic beverages. Reimbursement for tips will not be made in excess of 20%. All reimbursable expenses shall be documented with detailed receipts accompanying the invoice. City Attorney Approved Version 2/17/12 11 K. BACKUS & ASSOCIATES, INC. REAL ESTATE CONSULTANTS May 29, 2013 ICathryn B. Dodson, Ph.D. Economic Development Manager City of Carlsbad Community & Economic Development 1635 Faraday Ave. Carlsbad, CA 92008 Dear Kathryn: As requested, please accept this letter as certification of the following: • Karen Backus, President of K. Backus & Associates, Inc. (ICBA), incorporated under the laws of the State of New York, is the sole owner and officer of KBA. • As the sole owner and officer of KBA, Karen is fully authorized to bind the company to any contract with her signature alone. If you have any questions, feel free to contact me at (212) 460-8601 or kbackus@kbackusre.com. Sincerely, Kairen Backus President 230 WEST 41ST ST. SUITE no2 NEW YORK. NY 10036 T 212 460 8601 F 212 533 0789 kbackusre.com Approval of Professional Services Agreement for Higher Education Consultant Services Kathy Dodson May 28, 2013 1 Higher Education Institution Benefits to the Local Community •Creates world class educational opportunities •Supports hiring, training and research needs of local businesses 2 •Builds on Carlsbad’s reputation and identity as a leader in innovation and discovery Benefits to the Local Community •Higher education institutions act as catalysts for economic growth •Highly educated faculty and students bring knowledge and talent to the community •Demand is created for local goods and services •New jobs are created •Research drives new technology, products and services 3 Prior Action •On March 12, city council approved issuing an RFP for a higher education consultant to –Develop regional academic profile –Determine local industry needs –Identify potential partners –Develop strategy & implementation plan 4 Higher Education Institution •Five proposals were received and evaluated •Best value was K. Backus & Associates –Worked with Cornell University on winning bid for New York City applied sciences campus competition –Worked with NYU to plan a college in the UAE –Working with Washington DC to find academic anchor for St. Elizabeth’s East Innovation Hub 5 Scope of Work The consultant will: –Develop a detailed local and regional academic assessment –Identify local needs and potential partnerships –Identify the academic disciplines and programs that support local need and the leading institutions –Develop a strategy and implementation plan for attracting a higher education or research institution 6 Recommendation Approve the professional services agreement with K. Backus and Associates for higher education and consulting services in an amount not to exceed $110,000 and authorize the administrative services director to appropriate and distribute said funds. 8