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HomeMy WebLinkAbout2013-07-23; City Council; 21310; Agreement Implement Kiosk Sign ProgramCITY OF CARLSBAD - AGENDA BILL AB# 21,310 AGREEMENT TO IMPLEMENT CARLSBAD'S SUBDIVISION KIOSK SIGN PROGRAM DEPT. DIRECTOR MTG. 7/23/13 AGREEMENT TO IMPLEMENT CARLSBAD'S SUBDIVISION KIOSK SIGN PROGRAM CITY ATTORNEY <r DEPT. CED AGREEMENT TO IMPLEMENT CARLSBAD'S SUBDIVISION KIOSK SIGN PROGRAM CITY MANAGER < RECOMMENDED ACTION; That the City Council ADOPT Resolution No. 2013-186 AUTHORIZING the City Manager to execute an agreement between the City of Carlsbad and Motivational Systems, Inc. to update the design, installation, maintenance and lease space on the city's Subdivision Kiosk Signs. ITEM EXPLANATION: Pursuant to City Council Policy No. 65 (Signs on Public Property) the City of Carlsbad currently allows the posting of kiosk signs for new tract housing developments (subdivisions) located within the city. Specifically, the wooden subdivision kiosk signs are currently located at 29 major intersections throughout the city. The existing kiosk signs are freestanding structures, not exceeding 10 feet in height and 7 feet in width, which are constructed of blue and white colored wood with black reflective lettering. Each kiosk sign has the city's logo and the words "City of Carlsbad" displayed on the header (top panel) of the sign. Located below the header are blue and white colored wooden panels (maximum of 7 per sign) with similar black reflective lettering identifying the name of major subdivisions within the city with directional arrows pointing towards their location. This kiosk sign design was approved in 2003 and the city's Subdivision Kiosk Sign Program has been in effect since 1985. The kiosk sign program has been an effective medium for providing off-site identification for and directions to a variety of new residential subdivisions. This sign program has also functioned to reduce the existence of illegal off-site subdivision signs within Carlsbad. Motivational Systems, Inc. (MSI), the sign consultant currently under contract with the city to administer (design, install, maintain and lease space on) the city's Subdivision Kiosk Signs has satisfactorily implemented the Subdivision Kiosk Sign Program since July 24, 2003. The contractual agreement with Motivational Systems, Inc. is however due to expire on July 24, 2013. Accordingly, Request for Proposals (RFP) to update the kiosk sign design and administer the city's Subdivision Kiosk Sign Program were mailed to five (5) consulting firms. Motivational Systems, Inc. submitted the only formal proposal to the Planning Division. After conducting a thorough review ofthe proposal including: 1) kiosk sign design; 2) costs and revenue sharing arrangement; 3) responsiveness to specifications; 4) references, applicable experience and DEPARTMENT CONTACT: Chris DeCerbo 760-602-4611 chris.decerboOcarlsbadca.gov FOR CITY CLERKS USE ONLY. M COUNCIL ACTION: APPROVED M CONTINUED TO DATE SPECIFIC • DENIED • CONTINUEDTO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • Page 2 reputation; 5) implementation schedule; and 6) ability to provide service, staff recommends that Motivational Systems, Inc. be hired to update the design, install, maintain and lease space on the city's Subdivision Kiosk Signs. The proposed contractual agreement will be for a period of five (5) years with five (5) one year extensions. Compared to the existing Subdivision Kiosk Sign contract agreement, the new MSI proposal and agreement increases the current city subdivision kiosk sign revenue by in excess of 15 percent in the first year (from S40/panel/month to $48.30/panel/month) and 5 percent thereafter for a total increase of 35 percent over five (5) years. Furthermore, rather than completely updating the design of the existing subdivision kiosk signs, the MSI proposal instead commits to replacing the header on all of the existing kiosk signs to include the new City of Carlsbad logo once the City of Carlsbad logo is approved by the City Council. This kiosk sign update alternative will have the benefit of reducing the kiosk sign panel cost to the developers who contract with MSI to place subdivision signs on the kiosks because there will be no new panel production charge. FISCAL IMPACT: There will be no direct costs to the city for entering into this contract agreement with MSI. MSI's revenues for implementing this program will be derived from the number of Kiosk Sign panels that they lease to residential developers each year. MSI's annual gross revenues for years 1-5 ofthe contract are projected to increase each year and to range between $44,037 and $63,433. During the past 10 years (2003 - 2013), the city received an average annual revenue of $30,368 while under contract with MSI. Kiosk panel fees with MSI were $40/single face or double face panel/month. As per the agreed upon fee schedule with MSI, the city will receive an annual projected revenue ranging between $26,082 and $37,339 over the next five years. Kiosk panel fees with MSI will range from $48.30/single or double face panel/month to $58.71/ single or double face panel/month over the next five years. Pursuant to the attached contract agreement, MSI will update and maintain, at their cost, all existing subdivision kiosk signs with the new header design. All costs associated with staff time involved in administering the Subdivision Kiosk Sign Program are recovered by monthly fees (ranging from $48.30/panel/month to $58.71/panel/month) collected from MSI. ENVIRONMENTAL IMPACT: The project is exempt from CEQA pursuant to Section 15302 (Replacement or Reconstruction of Existing Structures) and 15303 (New Construction or Conversion of Small Structures). A Notice of Exemption will be filed by the City Planner upon project approval. EXHIBITS: 1. City Council Resolution No. 2013-186 (Agreement for Subdivision Kiosk Sign Program Services) 2. Professional Services Agreement with Motivational Systems, Inc. 2^ 1 RESOLUTION NO. 2013-186 3 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH MOTIVATIONAL SYSTEMS, INC. TO UPDATE 4 THE DESIGN, INSTALLATION, MAINTENANCE AND LEASE SPACE ON THE SUBDIVISION KIOSK SIGNS 5 " 6 7 19 20 21 22 The City Council of the City of Carlsbad, California, does hereby resolve as follows: WHEREAS, pursuant to Chapter 3.28 of the Carlsbad Municipal Code, the city ^ „ solicited competitive bids to update the City's Subdivision Kiosk Sign design and administer the city's Subdivision Kiosk Sign Program; and 11 WHEREAS, one bid was received and evaluated based on 1) kiosk sign design; 2) costs and revenue sharing arrangement; 3) responsiveness to specifications; 4) references, applicable experience and reputation; 5) implementation schedule; and 6) ability to provide service; and WHEREAS, based on the above criteria, city staff recommends acceptance ofthe 13 14 15 16 17 bid from Motivational Systems, Inc. as the best value for the city. 18 NOW, THEREFORE, the City Council of the City of Carlsbad, California, does hereby resolve as follows: 1. The above recitations are true. 2. The bid of Motivational Systems, Inc. is accepted. 23 3. That the Professional Services Agreement with Motivational Systems, Inc. to design, install, maintain and lease space on the City's Subdivision Kiosk Signs, attached hereto 2^ and made a part hereof, is approved and the City Manager is authorized to execute said 2^ agreement. 26 4. Following the City Manager's execution of said agreement, the City Clerk is directed to forward a copy of this resolution and said agreement to Motivational Systems, Inc., 27 Attn: Andrew Cabrera, 2200 Cleveland Avenue, National City, CA 91950-6412, and the Planning Division. 3 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 23'^^ day of July, 2013, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Blackburn and Douglas. None. ABSENT: None. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ATTEST: (SEAU.un,,; AGREEMENT FOR KIOSK SIGN PROGRAM SERVICES MOTIVATIONAL SYSTEMS, INC. THIS AGREEMENT is made and entered into as of the day of Jc^/c/ , 20/3. by and between the CITY OF CARLSBAD, a chartered municipal ^rporation, ("City"), and Motivational Systems Inc., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a Sign Consultant/Contractor that is experienced in implementing subdivision kiosk sign programs. B. Contractor has the necessary experience in providing professional services and advice related to implementing subdivision kiosk sign programs. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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" for the compensation described in Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. APPROVED LOCATIONS A total of 29 kiosk signs are permitted on public property at the specific locations shown on attached Exhibit "B". Additional kiosk sign locations may be approved by the City Council at a later date. 3. ADMINISTRATIVE PROVISIONS The Contractor shall be subject to the following administrative provisions: • One kiosk design, as shown on Exhibit "C" will be utilized throughout the city. • Individual tract housing development directional signs shall be approved by the City Planner prior to mounting on a kiosk to ensure compliance with this section. In no case shall a sign be mounted on a kiosk before building permits have been issued for the model homes. There shall be no additions, tag signs, streamers, devices, display boards, or appurtenances added to the sign as originally approved. Further, no other directional signing may be used such as posters, trailer signs or temporary subdivision directional signs. OA Special Kiosk Agreement 02/21/2013 • Any sign placed contrary to the provisions of this section may be removed by the city without prior notice. • Each approved tract housing development may have up to a maximum of 8 modular sign plaques. Upon approval by the City Planner, directional signs shall be permitted until the homes within the housing development are sold or for a period of one year, whichever comes first. Extensions not exceeding one year may be granted by the City Planner. • The Contractor shall administer the kiosk sign program in accordance with the provisions of this agreement. • In June 2014 and each successive June during the term of this agreement, the fee schedule shall be updated to reflect the changes in the "ENR US20 cities" average construction cost index. This index is published in the June issue of Engineering News Record, McGraw Hill Publishing Company. The adjustment shall be agreed to by the CONTRACTOR and City Planner and shall take effect on July 1 of each year. • It shall be the sole responsibility and liability of the Contractor to maintain, repair, replace and repaint each kiosk and sign plaque as necessary so that they remain in good condition and repair. Additionally, at such time as the City notifies Contractor that repairs are needed to a particular kiosk or sign plaque. Contractor agrees that it shall promptly undertake everything necessary to repair or replace said kiosk or sign plaque within five business days of its receipt of the Notice. • In the event that it reasonably becomes necessary for whatever reason to physically remove one or more of the kiosk structures, then upon the request of the City, Contractor agrees to promptly remove said kiosk at its sole cost and expense, that any lease(s) between the Contractor and developer(s) be terminated and that the kiosk signs be immediately removed without any liability or damage to the City or as to any other claims or offsets. • In the event this Agreement is terminated, all kiosk signs and sign plaques produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be removed within six weeks. The City shall have a 30-day right to purchase from Contractor some or all of the kiosk structures and sign plaques for their original cost less depreciation. 4. 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. 5. TERM The term of this Agreement will be effective for a period of five years from the date first above written. The City Manager may amend the Agreement to extend it for five additional one year periods or parts thereof. Extensions 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. CA Special Kiosk Agreement 02/21/2013 6. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 7. 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. 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. 8. 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. 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 attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission 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 as well as for any claims or losses suffered by City arising out of the leases. 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 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-:VII." 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". OA Special Kiosk Agreement 02/21/2013 1 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 $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance 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 follpwing the date of completion of the work. If box is checked. Professional Liability 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 General Liability. 10.2.1.1 Contractor will obtain occurrence 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 Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 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. OA Special Kiosk Agreement 02/21/2013 10.5 Submission of Insurance Policies. City 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 any contracts and leases, lease income and 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 kiosk signs and sign plaques produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement are the property of the Contractor. 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: Name Chris DeCerbo For Contractor: Name Andrew P. Cabera Title Principal Planner Title V.P. Division Manager Division Planning City of Carlsbad Address 1635 Faradav Avenue Carlsbad CA 92008 Phone No. (760) 602-4601 Address 2200 Cleveland Avenue National Citv CA 91950 Phone No. (619) 474-8247 CA Special Kiosk Agreement 02/21/2013 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. 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 infonned 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 that the services 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 otherwise 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 of the 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 for any reason including but not limited to First Amendment challenges, 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 along with any fees owing to City. OA Special Kiosk Agreement 02/21/2013 ^0 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event. Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. 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 otherwise 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, which includes failure to pay all fees due 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. 25. 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 OA Special Kiosk Agreement 02/21/2013 this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 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 Motivational Systems Inc. CITY OF CARLSBAD, a municipal corporation of the State of California By: (print name/title)^y City Manager ATTEST: BARBARA ENGLES"^ City Clerk (print name/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^SfB^B/VER, City Attorney By: J^^^^^-^ Uc^di- ssistant-Gtiy Attorfley OA Special Kiosk Agreement 02/21/2013 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ^)dLrd)i^b State of California County of On V-p/17/t^ Date personally appeared before me. } Here Insert Name and Title of the Officer ajr-\A Name{s) of Signer(s) \ • who proved to me on the basis of satisfactory evidence to be the person^ whose name^^^jgre^ubscribed to the within instrument and acknowledged to me that be/sho^ffS^xecuted the same inHiis/he^^J authorized capacitj^^i^nd that byhje^^er/^fiiiJ^signSure^spon the instrument the pepssri^^or the entity upon behalf of which the persor^[s^cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my hand and official seal. Signature_CWjc2-^ .a I Signature of ^ Notary Public OPTIONAL Thougii ttie information beiow is not required by law, it may prove valuable to persons relying on ttie document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Ar^r^fw^n^J^j-^^^^iT^^ tOo^VaAiDnaV SypKrvYVS^Jnc- Document Date: Signer(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: ©2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorcler: Call Toll-Free 1 -800-876-6827 1^ MINUTES OF THE BOARD OF DIRECTORS METIIMG OF 10/26/2010 MOTIVATIONAL SYSTEMS, INC. The Board of Directors Meeting of Motivotional Systems^ Inc., wos held at the office of the Corporation, 2200 Cleveland Avenue, National City, CA 91 950, at 3:00pm., October 26, 2010: The meeting was attended by all ol the following directors: Robert D. Young Joseph J. Jordan Anthony F. Young Robert Young opened the meeting by welcoming all Board members to the Corporate Resolution Meeting of October 26, 2010. Robert Young motioned to authorize Himself and Anthony F. Young to execute contract and bids submittals on behalf of Motivational Systems, inc. Joseph J. Jordan seconded the motion and all in favor. The meeting adjourned at 3:10pm, October 26, 2010. Respectfully Submitted, Anthony F.noungf Sptretary Approved' ^Y}^! Robert D. Young, President / ^ -. ..^>..„ Xl'-. Joseph -J. J(ii»rd(Vi, Ireasurei /) LA Anthony F./Young, 5«cre|dry Corpoi ate Resolution Octobei 26, 2010 The undersigned members of the Motivational Systems Inc. Board of Directors do hereby authorize Robert D. Young and Anthony F. Young to execute contracts or bid submittals on beholf of Motivational System, Inc. / ) r/1 ' I Robert D. Yoy.ng, Charfirian of the Board Ddte Anthony F. Yc>cmg, Secteta Date / I "T—^ Joseph J. JoVdan, Board Member '7 Dqie 16 Proposed Altemative Solution As both the Gity of Garlsbad and Motivational Systems Inc. (MSI) are aware, economic conditions during ttie past seven years liave severely limited the amount of new single family and multifamily neighborhoods in this region. An examination of the proposed building within the Gity of Garlsbad for the near future continues to show a limited infusion of new housing units. Additionally, several communities have cancelled service as their communities have completed their selling cycle. However, the Gity of Garlsbad has a new updated city seal that it wants to show as the new symbol of the city's character and lifestyle. The city and its citizens also wish to have public architectural features (including signage) in good working order and condition. The city requests funds to administer the kiosk program from a city perspective. As an interim measure, while economic conditions improve and the potential need for any signage or new signage is evaluated, MSI proposes a fresh new look for the Carlsbad kiosk signs, additional revenue for the city, and builder cost savings. We propose the following: 1. Enter into a five (5) year contract with five (5) one-year extensions, between the Gity of Garlsbad and Motivational Systems Inc. for the existing kiosk program and structures. 2. Upon Gity approval of new Gity of Garlsbad logo, MSI will amend header design and replace the header on all the existing city kiosks to include the fresh new city seal creating a fresh new look for the kiosks. Additionally a paint touchup will take place on each structures as the new header is installed. 3. MSI will increase the current city revenue by 15% in the first year and 5% each year thereafter for a total increase of 35% over 5 years. 4. MSI will continue to refurbish the existing kiosk structures, giving highest priority to structures showing the most wear during the term of this contract. 5. Builders receive cost benefits. First there will be no "New Panel" production charge as the structure stays the same, just the header changes. Secondly, MSI will only increase rental revenue by 5% from what they are currently paying and 5% each year thereafter. Thereafter, it will be updated to reflect the changes in the "ENR US20 cities" average construction cost index. This index is published in the June issue of Engineering News Record, McGraw Hill Publising Gompany. The adjustment shall take effect in July 1 of each year. Note per our records we show there has not been an increase in panel rental rate since 2009. 6. MSI will remove structures as the panel rent dictates. ml f—i A 6 COLV^GE PACIFIC OCEAN 15. i14i MnoMrosuoooM I Miles <S7 lE Exhibit "2" Kiosk Locations 8 J2 1^ ,9021. .13 L18 L19 <6^ .16 ALGA RD_ 4.L 1/ 0J I 261 Or/ •^/ To J :\Req uests2010PI us\ComEcon Dev\Econ Dev\5017122_12 City of Carlsbad Directional Kiosk Program A3. Alternate Proposal Rate Card and Estimated Revenue Streams Page 1 MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel MSI Gross Monthly Panel Rate City Net Monthly Revenue per Panel Total Monthly Rental Rate per Panel Kiosk Rental Breakdown YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEARS Single Face Rent $ 77.70 $ 81.58 $ 85.67 $ 89.95 $ 94.44 $ 48.30 $ 50.72 $ 53.25 $ 55.91 $ 58.71 $ 126.00 $ 132.30 1 $ 138.92 $ 145.86 $ 153.15 Double Face Rent $ 106.58 $ 111.90 $ 117.50 $ 48.30 $ 50.72 $ 53.25 $ 154.88 $ 162.62 $ 170.75 $ 123.38 $ 129.54 $ 55.91 $ 58.71 $ 179.29 $ 188.25 One Time Charges Single Face Double Face * revenue to vendor Panel production and installation, new only $210 $421 New Panels Only Current Occupied Structure and Panel Inventory Number of structures, and panels or faces per structurre are Structures Faces based on City of Carlsbad's Current Kiosk Sign Plan Total number of Structures 29 329 TOTAL Current panels Rented: Total Available Faces all structures 287 0 S/F: 39 D/F: 6 TOTAL: 45 YEAR 1: Projected Revenue with Current Occupancy Numbers # of panels S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monttily Income s/f panels 39 $ 3,030.30 $ 3,669.78 MSI Gross monttily Income d/f panels 6 $ 639.48 $ 3,669.78 MSI Annual Gross Revenue $ 36,363.60 $ 7,673.76 $ 44,037.36 City Monthly net revenue S/F $ 1,883.70 $ 2,173.50 City Monthly net revenue D/F $ 289.80 $ 2,173.50 City Annual Cash net Revenue $ 22,604.40 $ 3,477.60 $ 26,082.00 TOTAL ANNUAL PROGRAM $ 70,119.36 YEAR 2: Projected Revenue with Current # of panels Occupancy Numbers S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels 39 MSI Gross monthly Income d/f panels 6 MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue TOTAL ANNUAL PROGRAM ^ $ 3.853.02 $ 671.40 $ 38,179.44 $ 8,056.80 $ 46,236.24 5 $ 2,282.40 $ 304.32 $ 23,736.96 $ 3,651.84 $ 27,388.80 $ 73,625.04 YEAR 3 Projected Revenue with 5% Increase in Usage S/F Income Streams D/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels MSI Gross monthly Income d/f panels MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue 41 6 3,512.47 $ 42,149.64 $ 2,183.25 $ 26,199.00 $ 705.00 8,460.00 $ $ 319.50 3,834.00 $ 4,217.47 50,609.64 2,502.75 30,033.00 TOTAL ANNUAL PROGRAM 80,642.64 1^ City of Carlsbad Directional Kiosk Program A3. Alternate Proposal Rate Card and Estimated Revenue Streams Page 2 YEAR 4: Projected Revenue with 5% Increase in Usage S/F Income Streams D/F Income Streams Combined income Streams MSI Gross monthly Income s/f panels MSI Gross monthly Income d/f panels MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue 43 7 3,867.85 S 46,414.20 $ 2,404.13 $ 28,849.56 $ S 629.65 7,555.80 $ $ 391.37 4,696.44 $ 4,497.50 53,970.00 2,795.50 33,546.00 TOTAL ANNUAL PROGRAM -CASH ONLY 87,516.00 YEAR 5: Projected Revenue with 5% Increase in Usage S/F Income Streams O/F Income Streams Combined Income Streams MSI Gross monthly Income s/f panels MSI Gross monthly Income d/f panels MSI Annual Gross Revenue City Monthly net revenue S/F City Monthly net revenue D/F City Annual Cash net Revenue 45 8 4,249.80 S 50,997.60 $ 2,641.95 $ 31,703.40 $ $ 1,036.32 12,435.84 $ $ 469.68 5,636.16 $ 5,286.12 63,433.44 3,111.63 37,339.56 TOTAL ANNUAL PROGRAM -CASH ONLY 100,773.00 Total Anticipated Costs by Vendor Ffrst Program Year New Header on Existing structure Initial number of structures 29 Cost for Header Replacement $7,000 Administration Costs * $45 (per structure per month) Yearly Admin Costs $15,660 *Monthly vendor cost to administer program which includes: All marketing, and accounting functions including but not limited to billing clients and preparing reports and payments to city. All inspections of program in the field and ordering of maintenance.