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HomeMy WebLinkAbout2015-03-24; City Council; 21900; Addendum 1 Memorandum of Understanding Five North County Cities Economic ModelCITY OF CARLSBAD - AGENDA BILL AB# 21.900 AUTHORIZE THE CITY MANAGER TO ENTER INTO ADDENDUM NO. ITO THE MEMORANDUM OF UNDERSTANDING AMONG THE FIVE NORTH COUNTY CITIES FOR THE PURPOSES OF DEVELOPING AND IMPLEMENTING THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL DEPT. DIREaOR MTG. 03/24/15 AUTHORIZE THE CITY MANAGER TO ENTER INTO ADDENDUM NO. ITO THE MEMORANDUM OF UNDERSTANDING AMONG THE FIVE NORTH COUNTY CITIES FOR THE PURPOSES OF DEVELOPING AND IMPLEMENTING THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL CITY ATTORNEY '.pl DEPT. CED AUTHORIZE THE CITY MANAGER TO ENTER INTO ADDENDUM NO. ITO THE MEMORANDUM OF UNDERSTANDING AMONG THE FIVE NORTH COUNTY CITIES FOR THE PURPOSES OF DEVELOPING AND IMPLEMENTING THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL CITY MANAGER RECOMMENDED ACTION: Adopt Resolution No. 2015-070 authorizing the City Manager to enter into Addendum No. 1 to the Memorandum of Understanding (MOU) among the City of CaHsbad and the cities of Escondido, Oceanside, San Marcos and Vista for the purposes of developing and implementing the North County Economic Development Collaborative Model (Collaborative Model). ITEM EXPLANATION: On June 10,2014, the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (North County Cities) entered into a MOU to collectively develop and implement a Collaborative Model that can be used by the North County Cities in promoting economic development opportunities within the north county region. To facilitate that goal, the North County Cities selected the San Diego Regional Economic Development Corporation (EDC) to provide those services. Pursuant to the existing MOU (Exhibit 2), the City of Carlsbad entered into an agreement with EDC on June 24,2014 (Exhibit 3) to develop and execute the Collaborative Model for the City of Carlsbad and the other North County Cities. The City of Carlsbad currently manages and administers EDC's work on behalf of the North County Cities. Each ofthe North County Cities have already committed to funding one-fifth ofthe $230,000 contract with EDC. In order to effectively implement the Collaborative Model, a change in the Scope of Work to include additional services is necessary. Those additional services include: development of a website with full integration of social media and search engine optimization; creation of print materials and videography; and public relations tools to share the brand and success ofthe 78 Corridor. Approval ofthe City Council Resolution authorizes the City Manager to enter into Addendum No. 1 to the MOU among the North County Cities to fund inclusion ofthe additional services. Pursuant to an amendment to the agreement with EDC (Exhibit 4), the City of Carisbad will continue to manage and administer EDC's work, which includes the aforementioned additional services. DEPARTMENT CONTACT: Christina Vincent 760-602-2712 christina.vincent@carlsbadca.Rov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • Amendment to Five Cities MOU IVIarch 24, 2015 Page 2 FISCAL IMPACT: The supplemental cost for the additional services is $60,000. In accordance with Addendum No. 1 to the MOU among the North County Cities (Exhibit 2), each of the North County Cities will pay one-fifth of the supplemental cost ($12,000). Funding in the amount of $12,000 for Carisbad's- portion of the supplemental cost has been budgeted for FY 2014-15. Fees are collected from the North County Cities and distributed by the City of Carlsbad which will administer the contract. 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. City Council Resolution No. 2015-070 with Exhibit A 2. Existing MOU Among the North County Cities for the Purposes of Developing and Implementing the Collaborative Model 3. Amendment No. 1 to the Agreement Between the City of Carisbad and EDC For Development of the Collaborative Model 4. Agreement Between the City of Carisbad and EDC For Development of the Collaborative Model 1 EXHIBIT 1 RESOLUTION NO. 2015-070 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER INTO 3 ADDENDUM NO. 1 TO THE MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF CARLSBAD AND THE CITIES OF ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR THE PURPOSES OF IMPLEMENTING THE NORTH COUNTY ECONOMIC COLLABORATIVE MODEL . WHEREAS, on June 10, 2014 the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (North County Cities) entered into a Memorandum of Understanding (MOU) to g collectively develop the North County Economic Development Collaborative Model 10 (Collaborative Model) that can be used in promoting economic development opportunities 11 within the north county region; and WHEREAS, to facilitate that goal, the North County Cities selected the San Diego Regional Economic Development Corporation (EDC) as the organization best suited to provide the required services; and WHEREAS, to commission the Collaborative Model, the North County Cities 12 13 14 15 16 YJ designated the City of Carisbad to contract with EDC for the required services; and 18 WHEREAS, on June 24, 2014 the City of Carisbad entered into an agreement with 19 EDC forthe required services; and WHEREAS, in order to effectively implement the Collaborative Model, a change in the Scope of Work to include additional services was necessary; and WHEREAS, on February 18, 2015 the City of Carisbad amended the agreement with EDC to provide the additional services; and 20 21 22 23 24 25 WHEREAS, the City Council desires at this time and deems it to be in the best public 26 interest and pursuant to Section 3(B) ofthe MOU to authorize the City Manager to enter into an 27 28 2. 1 2 3 4 5 9 10 11 12 13 15 16 17 18 19 20 21 23 24 25 26 27 28 addendum to the MOU among the North County Cities to support and collectively fund the supplemental cost for the additional services. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 6 1. The above recitations are true and correct. 1 2. The City Council hereby authorizes the City Manager to enter into g Addendum No. 1 to the MOU among the North County Cities for the purposes of implementing the Collaborative Model as shown in Exhibit A attached hereto and incorporated by reference. /// /// /// 14 /// /// /// /// /// /// /// 22 /// /// /// /// /// 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 Carisbad on the 24*'' day of March, 2015, by the following vote to wit: AYES: NOES: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. ABSENT: None. MATT HALL, Mayor ATTEST: BARBARA ENGLESOI^City Clerk (SEAL) o " o/o ^ .\N EXHIBITA ADDENDUM NO. 1 TO THE MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAJ^ MARCOS AND VISTA FOR FUNDING OF A NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL This Addendum No. 1 Is made and entered into on (Mirch AS , 2015 adding to the Memorandum of Understanding ("MOU") dated June 10, 2014, made and entered among the cites of Carisbad, Escondido, Oceanside, San Marcos and Vista, (individually "City" and collectively, "North County Cities" or "Cities"). RECITALS A. The North County Cities have determined that a change in the Scope of Work to the agreement dated June 24, 2014, by and between the City of Carisbad and San Diego Regional Economic Development Corporation ("EDC Services Agreement") to provide the North County Economic Development Collaborative Model Services is necessary to effectively implement the collaborative model; and B. Pursuant to Section 3(B) of the MOU, the City of Carisbad has notified the North County Cities of the additional services which are available ("Additional Services") which include: social media integration, search engine optimization, print materials and videography as well as additional public relations services; and C. The City of Carisbad and San Diego Regional Economic Development Corporation (EDC) have negotiated and agreed to the Additional Services for the cost of Sixty Thousand Dollars ($60,000) ("Supplemental Cost"); and D. The City of Carisbad and EDC have executed an amendment to the EDC Services Agreement ("Amendment to EDC Services Agreement"), which is attached hereto as Exhibit 1 and incorporated herein by reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the five Cities agree as follows: 1. The Cities acknowledge that EDC and the City of Carisbad have executed the Amendment to EDC Services Agreement on behalf ofthe North County Cities, dated as of February 18, 2015, which will become effective upon the complete execution of this MOU Addendum by each ofthe North County Cities. For the Additional Services as outlined in Exhibit "A" of the Amendment to EDC Services Agreement, EDC will receive Sixty Thousand Dollars ($60,000.00) over the term ofthe Amendment to EDC Services Agreement. 2. Upon execution of this MOU Addendum by each North County City, within ten (10) days thereafter, each North County City shall transfer to the City of Carisbad a sum equal to Twelve Thousand Dollars ($12,000), representing one-fifth ofthe Supplemental Cost and in accordance with the provisions ofthe MOU. 3. All other provisions of the MOU will remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date first above written. CITY OF CARLSBAD CITY OF ESCONDIDO STEVE SARKOZY, Ofty ^/laHager By: CLAY PHILLIPS, City Manager ATTEST: Barbara Engleson, City Clerk ATTEST: Diane Halverson, City Clerk By:. By:. APPROVED AS TO FORM: Celia A. Brewer, City Attorney APPROVED AS TO FORM: Jeffrey R. Epp, City Attorney 7V/V5^ By:_ (Signatures continued on next page.) n CITY OF OCEANSIDE CITY OF SAN MARCOS By: MICHELLE SKAGGS LAWRENCE, Interim City Manager By: JACK GRIFFIN, City Manager ATTEST: Zack Beck, City Clerk ATTEST: Phillip Scollick, City Clerk By:. By:. APPROVED AS TO FORM: John Mullen, City Attorney APPROVED AS TO FORM: Helen Holmes Peak, City Attorney By:. By: CITY OF VISTA, By:. PATRICK JOHNSON, City Manager ATTEST: Marci Killian, City Clerk By:. APPROVED AS TO FORM: Darold Pieper, City Attorney By:. EXHIBIT 2 MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR FUNDING OF A NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL This Memorandum of Understanding ("MOU") is made and entered into on June 10 , 2014 by and among the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (individually "City" and collectively, "North County Cities" or "Cities"). RECITALS A. The North County Cities are interested in collectively developing a economic development collaborative that can be used by the Nortti County Cities in promoting economic development opportunities within the north county region ("North County Economic Development Collaborative Model"). To facilitate that goal, the North County Cities selected the San Diego Regional Economic Development Corporation ("EDC") as the organization best suited to provide the required services. B. To commission the North County Economic Development Collaborative Model, the North County Cities want the City of Carlsbad to contract with EDC for the required services. In turn, each City wii! contribute an equal financial share to compensate EDC based on the terms set forth in this MOU. C. The City of Carisbad has engaged EDC for the North County Economic Development Collaborative Model pursuant to a services agreement ("EDC Services Agreement"), which is attached hereto as Exhibit 1 and incorporated herein by this reference. The work to be provided by EDC is set forth in a Scope of Work which is attached as Exhibit A to the EDC Services Agreement ("Scope of Work"). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the five Cities agree as follows: 1. EDC Services Agreement (A) The Cities acknowledge that EDC and the City of Carisbad have executed the EDC Services Agreement on behalf of the North County Cities, dated as of June 10, 2014, which will become effective upon the complete execution of this MOU by each ofthe five Cities. Performance ofthe EDC Services Agreement is intended to result in the production of a North County Economic Development Collaborative Model as more particulariy described in the EDC Services Agreement and its attachments. For that work, EDC will receive Two Hundred Thirty Thousand ($230,000.00) over the two 1 year contract length or One Hundred Fifteen Thousand ($115,000) annually, assuming the full expense allotment is used ("Contract Price"). (B) The City of Carisbad makes no representation regarding the completeness, or quality ofthe work that EDC will produce underthe EDC Services Agreement. In directing EDC pursuant to the EDC Services Agreement, the City of Carlsbad will, when reasonably possible, provide direction based on the consensus of all Cities. If consensus is not obtained after a consultation period with all North County Cities of Thirty Days (30) days has elapsed, and ifthe Cities have not acted collectively to amend or terminate this MOU or the EDC Services Agreement, the City of Carlsbad reserves the right to provide direction to EDC to assure that its efforts are not stopped, stalled or otherwise delayed. 2. Cooperative Efforts For EDC to successfully complete the North County Economic Development Collaborative Model, each North County City must: (1) provide EDC with information about the city, its community, its businesses, and its other attributes; (2) make available to EDC representatives from city govemment, civic groups, business groups and others comprising the city; (3) identify venues within the city for meetings, (4) participate in meetings with EDC and other North County Cities for the development and refinement of elements of the North County Economic Development Collaborative Model; and (5) otherwise participate in the deveiopment ofthe North County Economic Development Collaborative Model in the manner described in the Scope of Work. 3. Payments for Funding the EDC Services Agreement (A) To fund the EDC Sen/ices Agreement, each City will allocate and pay on July 1 to the City of Carisbad a sum of Twenty-Three Thousand ($23,000), representing one-fifth of the Contract Price ("City Contract Share") each year over the two year contract length. The City of Carlsbad will hold the City Contribution for each City, including the City of Carisbad, and collectively use those City Contributions to make payments due to EDC under the EDC Sen/ices 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 Carisbad shall notify the North County Cities ofthe additional services which are available ("Additional Services") and the price for those services ("Supplemental Cost"). With that notice, the City of Carisbad will provide the North County Cities with a Id proposed Addendum to the EDC Services Agreement ("Services Agreement Addendum") describing the Additional Services to be provided at the Supplemental Cost. Based on those materials, each Horth County City will be asked to execute an addendum to this MOU ("MOU Addendum") to enable the City of Carlsbad 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 Carisbad a sum equal to one-fifth ofthe Supplemental Cost; and (2) the City of Carisbad wil! execute the Services Agreement Addendum. (C) Following the completion or termination of the EDC Services Agreement, the City of Carisbad shall determine if any amount 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 EDC 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 EDC, or its subcontractor, for the benefit of Carisbad and the North County Cities. The North County Cities acknowledge that each, as an owner of a trademaric, will responsible to police infringing uses of its trademark. If the North County Cities do not enforce its trademark rights or othenwise fai! 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 leaming of a potential infringement or unauthorized use, the North County Cities shall meet, discuss and select an appropriate course of action to reasonably prevent infringement or unauthorized use of their intellectual property rights. 5. MISCELLANEOUS (A) The temns of this MOU are intended by the parties as a final expression of their agreement with respect to such terms as are included in this MOU and may not be contradicted by evidence of any prior or contemporaneous agreement. This MOU specifically supersedes any prior written or oral agreement between the parties. l( (B) This MOU 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. IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date first above written. CITY OF VISTA CITY OF ESCONDIDO PATRICK JOHNSON, City Manager By:. CLAY PHILLIPS, City Manager ATTEST: Marci Kilian, City Clerk /VTTEST: Diane Halverson, City Clerk APPROVED AS TO FORM; Darold Pieper, City Attorney By: S^LJ^r-^^j ^^^^^<'^,^WVT— APPROVED AS TO FORM: Jeffrey R. Epp, City Attorney By:. By:. (Signatures continued on next page.) 1^ CITY OF OCEANSIDE STEVE JEPSEN, City Manager ATTEST: Zach Beck, City Clerk By:. CITY OF SAN MARCOS AClOSRIFF N, City Manager ATTEST: Phillip Scollick, City Cleri< By:. APPROVED AS TO FORM: John Mullen, City Attomey CITY OF CARLSBAD By:. STEVE SARKOZY, City Manager Kathryn B. Dodson ATTEST: Barbara Engleson, City Clerk APPROVED AS TO FORM: Helen Holmes Peak, City Attorney By: APPROVED AS TO FORM: Celia A. Brewer, prt^Aflprney By: 13 EXHIBITS AlVIENDIVIENT NO. 1 TO AGREEMENT FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL SERVICES SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION This Amendment No. 1 is entered into and effective as of the day of fia^fruCXjrc^ , 2015, amending the agreement dated June 24, 2014 ("Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and San Diego Regional Economic Development Corporation, a non-profit, ("Contractor") (collectively, "Parties") for North County Economic Development Collaborative Model Services for the cities of Carlsbad, Escondido, Oceanside, San Marcos, and Vista ("North County Cities"). RECITALS A. The Parties desire to alter the Agreement as provided for its Section 2(b), to add additional services as set forth in Exhibit A attached hereto "Additional Services"; and B. The Parties have negotiated and agreed to additional fees for the Additional Services, as set forth in the attached Exhibit B, "Fees for Additional Services". NOW THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The above recitals are true and correct. 2. City will pay Contractor for all work associated with the Additional Services described in Exhibit A to this Agreement in an amount not to exceed a total of sixty thousand dollars ($60,000), as further described in Exhibit B. Contractor will invoice City for all Additional Services and City will divide the total amount ona pro rata basis for each ofthe North County Cities and invoice each City for its share. 3. All other provisions of the Agreement will remain in full force and effect. (Remainder of Page Intentionally Left Blank-Signature Page Follows) 1^ 4. The individuals executing this Amendment on behalf of San Diego Regional Economic Development Corporation each represent and warrant that they have the legal power, right and actual authority to bind San Diego Regional Economic Development Corporation to the terms and conditions of this Amendment. City of Carlsbad, California, a chartered San Diego Regional Economic Development municipal corporation Corporation, a non-profit from San Diego, CA Bv: —' Date P^^^ City Manager Sigr>4ture Kathryn B. Dodson : Bv: //c^ Date: //;^7y//5 APPROVED AS TO FORM: City Attorney Title ^vJ/^Jy/zL Date:^-//-/^ EXHIBn "A" ADDITIONAL SERVICES Additional services: EDC will create a website with full integration of social media and search engine optimization (SEO), print materials including a brochure and power point template, as well as videography for use on the website. In addition to these communication hard costs, EDC will produce events that are Industry related for business participation and engagement, as well as additional public relations tools to share the brand and success ofthe 78 Corridor. EXHIBIT "B" FEES FOR ADDITIONAL SERVICES 1. Website construction and design $30,000 2. Social media integration $2,500 3. SEO $2,500 4. PPTtemplate and letterhead creation $2,500 5. Brochure/handouts $5,000 6. Videography for web promotion $10,000 7. Program hard cost (roundtables, venues, etc.) $2,500 8. Communications and Public Relations $5,000 Total $60,000 17 EXHIBIT 4 AGREEMENT BETWEEN CITY OF CARLSBAD AND SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL THIS AGREEMENT is made and entered into on /^-^^. 2014 by and between the City of Carlsbad, California, a chartered municipal corporation ("City of Carlsbad"), and San Diego Regional Economic Development Corporation, a non-profit from San Diego, CA ("EDC"). RECITALS (A) The cities of Carlsbad, Escondido, Oceanside, San Marcos, and Vista (individually, "City" and collectively "North County Cities") are interested in developing, and executing a collaborative economic development model that can be used by the North County Cities in promoting economic development opportunities within the north county region ("North County Branding Program"). (B) To commission the North County Economic Development Collaborative, the North County Cities want the City of Carlsbad to contract with EDC for the required services ("Services") pursuant to this Agreement which are set forth in the Scope of Work ("Scope of Work"), which is attached hereto as Exhibit A and incorporated herein by this reference. The total compensation payable to EDC under this Agreement for the Required Services is One Hundred Fifteen Thousand Dollars ($115,000.00) each year for a total of Two Hundred Thirty Thousand Dollars ($230,000) for two years. (C) In turn, pursuant to a Memorandum of Understanding, dated as of , 2014, among the North County Cities: (1) the City of Carlsbad has agreed to engage EDC to provide the services required for a North County Economic Development Collaborative Model pursuant to this Agreement; and (2) each City will pay to the City of Carlsbad a sum of Twenty-Three Thousand ($23,000), representing one-fifth of the Contract Price ("City Contract Share") each year over the two year contract term. (E) The City of CaHsbad requires the services of EDC to develop and execute a North County Economic Development Collaborative Model for the City of Carlsbad and the other North County Cities. (F) EDC represents that it is specially trained and possesses special skills, education, experience, and competency to perform the services and provide the advice needed to execute the scope of services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City of Carisbad and EDC agree as follows: 1. SERVICES TO BE PROVIDED BY EDC: TIMELINE EDC shal! act in a professional capacity to provide the City of Carisbad 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 CaHsbad or another City to take timely actions described in the Scope of \Noik which are predicates to EDC's performance. EDC's work shall conform to all applicable statutes, laws, regulations, and professional standards for such wori<. 2. COMPENSATION (a) Compensation for Services: The City of Carlsbad shall pay EDC a fixed fee not to exceed One Hundred Fifteen Thousand Dollars ($115,000) annually for a total of Two Hundred Thirty Thousand Dollars ($230,000) for perfonning all of the Services in the manner set forth in Payment for Services, attached hereto as Exhibit B and incorporated herein by this reference. (b) Additional Services: In procuring this contract, EDC has made a good faith estimate, based on extensive experience in performing similar services for other entities, that EDC can complete the Services as outlined in Exhibit A. If in the course of the services EDC determines that additional services are necessary it shall notify the City of CaHsbad and upon receiving that notice, the City of CaHsbad will consult with the remaining North County Cities to determine if the Cities unanimously wish to have the City of CaHsbad engage EDC to perform that additional work, or other supplemental \Nork ("Additional Work"). If the North County Cities determine that the City of Carisbad should engage EDC to perfonn the Additional Wori^, the City of CaHsbad and EDC will prepare an amendment to this Agreement for the Additional Work describing the scope of the Additional Work and the compensation therefore to EDC, which additional cost shall be prorated among the North County Cities. (c) Designated Employees: Designated Employees of EDC for purposes of naming the positions working on services as outlined in Exhibit A shall consist of: 1. President & Chief Executive Officer 2. Chief Operating Officer 3. Vice President, Economic Development 2 4. Manager, Economic Development 5. Manager, Economic Development 6. Coordinator, Economic Development (d) Billing: Expenses: EDC shall bill the City of Carisbad for services rendered under this Agreement. (e) Ceiling: In no event shall the City of CaHsbad be liable for more than the amounts set forth in paragraphs (a). Any Additional Work or greater expenses must be authorized in a written Amendment to this Agreement, executed by the City of Carlsbad City Manager and an authorized representative of EDC. TERM OF AGREEMENT (a) This Agreement shall take effect on the date when the agreement is fully executed and shall be in force for the amount of time necessary to complete the Services, not to exceed two years unless terminated as described in subparagraph (b) below. (b) The City of CaHsbad may terminate this Agreement by tendering written notice to EDC no less than thirty (30) days prior to the termination date as clearly identified in the written notice. In such event, or upon request of the City of Carisbad, EDC shall assemble all City documents in EDC's possession and put them in order for proper filing and closing, and deliver said documents to the City of Carlsbad by the tennination date. In the event of tennination, EDC shall be paid for completed woH< performed prior to the tennination date. The City of Carlsbad shall make the final determination as to the portion of tasks completed and the proportionate compensation to be made. ASSIGNMENT AND SUBCONSULTING (a) EDC shal! not assign this contract, any part thereof, or any compensation due thereunder without the prior written consent of the City of Carisbad. (b) EDC shall be fully responsible to the City of Carisbad for any acts and omissions of EDC's sub-consultants, including persons either directly or indirectly employed by sub-consultants, in the event EDC subcontracts any of the wori< to be perfonned under this contract. EDC's responsibility under this paragraph shall be identical to EDC's liability for acts and omissions of EDC and employees of EDC. Nothing contained in this Agreement shall create any 3 26 contractual relationship between the City of CaHsbad and any sub- consultant of EDC, but EDC shall bind every sub-consultant and every sub-consultant of a sub-consultant by the terms of this contract applicable to EDC's work, unless such change, omission, or addition is approved in advance in writing by the City of Carlsbad. All sub-consultants are subject to the prior written review and approval of the City of CaHsbad. (c) Al! terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 5. COOPERATION OF CITY With respect to the City of Carlsbad and its territory, the City of CaHsbad agrees to cooperate with EDC so it can satisfactorily perform the Services. Such cooperation shall inciude meeting with EDC, assisting in arranging meetings with others, and providing EDC with such non-confidential information that the City may have that may be relevant and helpful to EDC's perfonnance of the Services ("Individual City Support"). For each North County City other than the City of Carlsbad, the City of Carlsbad shall provide EDC with a contact person at that other North County City which EDC can contact to receive Individual City Support from that City. After that contact person is identified to EDC, the City of Carisbad shall have no further responsibility in providing Individual City Support for that North County City. It may be necessary for the City of CaHsbad or a North County City to share certain confidential and/or proprietary information or matter with EDC. The parties agree that such information and the results and developments therefrom are confidential and/or proprietary information belonging to the respective city. EDC agrees not to disclose to any third party any confidential or proprietary information. EDC will be responsible for its employees or agents complying with the provisions of this Agreement. 6. OWNERSHIP OF DOCUMENTS AND PRODUCTS. INDEMNIFICATION (a) In accordance with subsection (b) below, Worths developed for the City of Carisbad and North County Cities in connection with this Agreement are the exclusive and joint property of the City of Carlsbad and North County Cities. EDC agrees to deliver all Works to the City of Carisbad 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 71 code, fixes, patches, updates, upgrades, documentation embedded or othenwise, original copy, and other production materials. EDC shall be responsible for delivering all Works to the City of Carlsbad no later than fifteen (15) woricing days from the date of final Agreement deliverables. (b) Wori< for Hire. EDC understands and agrees that any and all materials and deliverables that are subject to copyright protection that are developed in connection with the performance of this Agreement (WoHcs) shall constitute a work for hire as that tenn 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 shal! belong exclusively, jointly and equally to the City of Carisbad and North County Cities, including without limitation all copyrights and other intellectual property rights therein. If for any reason a Work is not deemed to be a work for hire, EDC hereby grants, transfers, sells and assigns, free of charge, exclusively to the City of CaHsbad and North County Cities, all title, rights and interest in and to said \Nofk, including all copyrights and other intellectual property rights. EDC further agrees to execute and deliver to the City of CaHsbad and all North County Cities a confirmatory grant and assignment of all rights in and to Worics and to execute any other proper document the City of CaHsbad and North County Cities deems necessary to ensure the complete and effective transfer of all rights in Works to the City of CaHsbad. EDC shall register all copyrightable WoHcs (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. INDEMNIFICATION AND INSURANCE (a) During all phases of this Agreement, EDC agrees to defend, indemnify and save hannless City of Carisbad, each North County City, and each of their officials, employees (collectively, "Indemnitees") from and against any and all claims, demands, losses, defense costs (including attorneys' fees), 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 EDC's perfonnance of this Agreement, excepting only claims resulting from the sole negligence, gross negligence, or willful misconduct of City of Carlsbad or a North County City. (b) Without limiting, EDC's indemnification, it is agreed that EDC shall maintain in force at all times during the performance of this 5 2^ Agreement the following policy or policies of insurance covering its operations: (i) Comprehensive General Liability, including contractual liability, business automobile liability, and products and completed operations, all of which shall include coverage for both bodily injury and property damage, with a combined single limit of one million dollars ($1,000,000). (ii) Woriters' Compensation coverage at statutory limits. (iii) Professional Liability in the amount of one million dollars ($1,000,000). (c) EDC's liability insurance policy shall contain the following clauses: (i) "City of Carlsbad, City of Escondido, City of Oceanside, City of San Marcos, and City of Vista are named as an additional insureds as respects the operations of the named insured performed under contract with the City of CaHsbad". (ii) "It is agreed that any insurance maintained by the City of Carlsbad (or any North County City) shall apply in excess of, and not contribute with insurance provided by this policy". All insurance policies required by this Section shall contain the following clause: "This insurance shall not be canceled, limited or non-renewed until after thirty days written notice has been given to the City of Carisbad". (d) Certificates of insurance evidencing the coverage's required by the clauses set forth above shall be filed with the City of Carlsbad prior to the effective date of this Agreement. This is a condition precedent to the fonnation of any obligation by the City of Carlsbad to compensate EDC under this Agreement. 8. CONFLICT OF INTEREST REQUIREMENT EDC agrees that it shall comply with and be bound by all laws and regulations deriving from the relationship of EDC to the City of Carlsbad, and in particular with the Conflict of Interest laws, being Chapter 7 of Title 9 of the California Government Code, othenwise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, EDC warrants and covenants that it is adequately infonned regarding the obligations and duties imposed by the Political Refonn Act and that to the 6 25 best of EDC's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Refonn Act) that would disqualify EDC from participation in influencing any decisions arising out of the performance of this Agreement. Prior to commencement of any work in the performance of this Agreement, EDC shall comply with the Conflict of Interest Code requirements of the City of CaHsbad. NOTICES Any notice, which either party may desire to give to the other party, must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party set forth below or such address as the parties may hereinafter designate by giving notice in the manner provided for herein. Any notice given by mail will be deemed given forty-eight (48) hours after such notice is deposited in the United States mail, addressed as provided, with postage fully prepaid. To EDC: Lauree Sahba Chief Operating Officer San Diego Regional Economic Development Corporation 530 B Street, 7*'' Floor San Diego, CA To City: Christina Vincent Economic Development Manager City of Carisbad 1635 Faraday Avenue CaHsbad, CA 92008 10. 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. 2'i (c) EDC shall comply with all laws, ordinances, regulations, and policies of the federal, state, and local governments applicable to this Agreement. The laws of the State of California shall govern and control the terms and conditions of this Agreement. (d) The venue for any suit or proceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shall be in the County of San Diego, State of California. (e) No failure of either the City or EDC to insist upon the strict performance by the other of any covenant, tenn 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 temn hereof shall continue in full force and effect to any existing or subsequent breach. (f) EDC and any Subcontractor(s) employed by EDC shall be independent contractors and not agents of City. Any provisions of this Agreement that may appear to give City any right to direct EDC concerning the details of performing the Scope of Work services, or to exercise any control over such performance, shall mean only that EDC shall follow the direction of City concerning the end results of the performance. (g) The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. 9. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of CaHsbad, California , a chartered San Diego Regional Economic municipal corporation Development Corporation, a non-profit By: ^^^^^-Steve Saricozy, City Manager ATTEST: Barbara Engleson, City Clerk By :^lfe:X^-x^ By: (2c/'^^^^^<§rt^^ RISK MANAGEMENT REVIEW: 6TA-g.&o, Risk Manager By: from San Diego, CA Signdtu APPROVED AS TO FORM: ^^C^^^hijy^i^ Celia Brewer, City Attorney Title EXHIBIT A SCOPE OF WORK The five North County cities of Carisbad, Escondido, Oceanside, San Marcos and Vista have requested input from the San Diego Regional Economic Development Corporation (EDC) relative to the execution, coordination and implementation of the "North County Economic Development Collaborative". Looking to gain greater economies of scale and better leverage existing resources, the North County collaborative would have access to the full resources of the 18 person staff of the EDC. To oversee delivery of the program the five North County Cities would be provided with the leadership of EDC's Executive Management Team, including the President & CEO, Chief Operating Officer and Vice President of Economic Development. In addition, the five North County cities would have the full engagement of the core economic development team of EDC to execute the program. To further support coordination and implementation of the program, EDC will commit a full-time employee and dedicated economic development professional to carry out the day to day activities of the North County Economic Development Collaborative. EDC will also provide two representatives from the North County Cities to serve on the EDC Board. To help facilitate this work, the dedicated economic development professional, EDC Executive Management Team and EDC Economic Development Team will focus on these functions: 1. Plan, Develop, Coordinate & Execute the North County 78 Corridor Economic Development Strategy and Programs. a. Coordinate the North County Cities economic development staff in the development and execution of the region wide economic development plan; known as an "Annual Program of Woric". Annual Program of Work will address issues of significant concern and opportunity to North County businesses. b. EDC will complete a regional assessment of North County's economic drivers, needs of businesses, the region's talent retention and attraction issues, global competitiveness priorities, base realignment and/or closure concerns, and desired outcomes from each of the North County cities so as to develop the Annual Program of Work. The EDC will present its Annual Program of Work and past year's successes to each City Council annually. c. Quarterly communication by a representative of the EDC Executive Management Team with the five North County Mayors and respective city economic development staff. d. Approximately three (3) months after the signing of the agreement, EDC will present a proposed Annual Program of Work for approval and implementation. 10 ?1 e. After the approach for implementation is established, EDC will provide report on their performance related to the Annual Program of VVork metrics to the North County partners on a monthly basis and/or as requested. 2. EDC will make recommendations associated with implementation of the new North County economic development brand, material development, target audience selection and advertising placement. a. The economic development brand product created by Northstar Destination Strategies will provide recommendations and tactics which EDC will prioritize by short, medium, long term actions and no action. EDC will advise highest and best value to execute worthwhile recommendations provided by the economic development brand's product. b. Any costs related to the creation of printed materials, websites and other necessary materials recommended by Northstar Destination Strategies will be outside of the scope of the contract and it is expected that each city will contribute to costs in an equal share once reviewed and approved and become an amendment to this agreement (reference Section 2(b): Additional Work). EDC will lead and assist in business retention and recruitment in the North County area. a. EDC's full economic development team will woric to identify qualified businesses for recruitment to the North County area in coordination with the North County Cities. b. The dedicated position will work to maintain collaborative relationships with local trade associations, sub-regional economic development agencies and municipal departments across San Diego County to garner sector-specific information and support. c. EDC will target delivery of comprehensive services to retain companies in the North County who may be threatening to leave the region, or expand in the region. The dedicated position and EDC economic development team will identify key corporate decision makers and steward delivery of timely, comprehensive proposals to companies at risk of leaving the region, relocating or expanding locally. The EDC will organize "red teams" with the North County Cities, industry associations, sub-regional economic development organizations and other service providers to leverage resources where necessary to retain, expand or attract the company. d. EDC will provide monthly updates of companies threatening to leave, looking to expand and / or looking to relocate into the region for elected officials and community leaders to better understand the perspective and decision making process of corporate interests. e. EDC will provide a quarterly economic snapshot electronically of the region's strengths to elected officials, community leaders and media as requested by the North County Cities. 11 EXHIBIT B PAYMENT FOR SERVICES EDC will invoice the City of CaHsbad on a monthly basis for $9,583.33 per month for a total of 24 months and a maximum total amount not to exceed $230,000. Payments will be made within 30 days of receipt. 12 ACKNOWLEDGMENT State of California County of -SAM -pl^O ) On V/t/A/e 9.^0li- before me, ZOLA F- Q^r\Z^, fVgUc (insert name and title of the officer)' personally appeared MARK CAfFepty who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Ac; ^fiBEMBUT e£7VU^hJ c/TV OF 04^Mi> MU> SAH 2>/iK>0 ^ieCtcfjAL WITNESS my hand and official seal. / -—^(^ ,v^yj^c:i-. COMM. #1937612 z Notary Public • Califomia g Signature /'^vk!^. ' ^"T/^^^^ (Seal) 1 ^i^^MyComm"Ex^e5i^"^ij20i5[ ACKNOWLEDGMENT State of California County of SAN ^)E£»^^ On <J(/^/fc ^, before me. ^OM r> CA^f'tT^, /VTftWy /V^t-ZC (insert name and title ofthe officer) personally appeared ^AA//C£^ p- ^^^(/JfJ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and correct. fi^: A^fi^\iBhtr ^£TWmi4C-iry C9^Mfi4^fiAb /*JJ> cS«/<2>/fe60 ^iG^iofSArL &t>tJOMic WITNESS my hand and official seal.