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HomeMy WebLinkAbout2015-08-25; City Council; 22065; Addendum 2 Memorandum of Understanding Five North County Cities Economic Development Collaborative ModelCITY OF CARLSBAD - AGENDA BILL AB# 22,065 AUTHORIZE THE CITY MANAGER TO ENTER INTO ADDENDUM NO. 2 TO THE MEMORANDUM OF UNDERSTANDING AMONG THE FIVE NORTH COUNTY CITIES FOR THE PURPOSES OF IMPLEMENTING THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL DEPT. DIRECTOR MTG. 8/25/15 AUTHORIZE THE CITY MANAGER TO ENTER INTO ADDENDUM NO. 2 TO THE MEMORANDUM OF UNDERSTANDING AMONG THE FIVE NORTH COUNTY CITIES FOR THE PURPOSES OF IMPLEMENTING THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL CITY ATTORNEY DEPT. CED AUTHORIZE THE CITY MANAGER TO ENTER INTO ADDENDUM NO. 2 TO THE MEMORANDUM OF UNDERSTANDING AMONG THE FIVE NORTH COUNTY CITIES FOR THE PURPOSES OF IMPLEMENTING THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL CITY MANAGER RECOMMENDED ACTION: Adopt Resolution No. 2015-217 authorizing the City Manager to enter into Addendum No. 2 to the Memorandum of Understanding (MOU) among the City of Carlsbad and the cities of Escondido, Oceanside, San Marcos and Vista for the purposes of 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 (Exhibit 2). To facilitate that goal, the North County Cities selected the San Diego Regional Economic Development Corporation (EDC) to provide those services. Pursuant to the MOU, the City of Carlsbad entered into an agreement with EDC on June 24, 2014 to develop and execute the Collaborative Model for the North County Cities. The City of Carlsbad currently manages and administers EDC's work on behalf ofthe North County Cities. Pursuantto the MOU, each ofthe North County Cities committed to funding one-fifth ofthe $230,000 contract with EDC. On March 25, 2015, the North County Cities entered into Addendum No. 1 to the MOU (Exhibit 3) to implement and fund additional services with the EDC to provide social media integration, search engine optimization, print materials, videography and public relations tools to share the brand and success of the 78 Corridor. Addendum No. 1 collectively funds these efforts by North County Cities in the amount of $60,000. In order to effectively implement the Collaborative Model, a second addendum in the Scope of Work to implement the Second Year of Work on the Collaborative Model (Year 2 Services) is necessary. Year 2 Services include: additional development of the www.lnnovate78.com website: additional videography; multi-market promotions; program hard costs; economic research funding; collateral development; and event sponsorships. The city has negotiated with EDC to provide Year 2 Services at a cost of $65,000. DEPARTMENT CONTACT: Christina Vincent 760-602-2712 christina.vincentOcarlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED • CONTINUED • WITHDRAWN • AMENDED • CONTINUED TO DATE SPECIFIC • CONTINUED TO DATE UNKNOWN • RETURNED TO STAFF • OTHER - SEE MINUTES • Amendment to Five Cities MOU August 25, 2015 Page 2 Approval of the City Council Resolution authorizes the City Manager to enter into Addendum No. 2 to the MOU among the North County Cities to fund inclusion of Year 2 Services. Pursuant to the agreement with EDC (Exhibit 4), as it has been amended on February 18 2015 (Exhibit 5) and July 15, 2015 (Exhibit 6), the City of Carlsbad will continue to manage and administer EDC's work, which includes the aforementioned Year 2 Services. FISCAL IMPACT: The supplemental cost for Year 2 Services is $65,000. In accordance with Addendum No. 2 to the MOU among the North County Cities, each ofthe North County Cities will pay one-fifth ofthe supplemental cost ($13,000). Funding in the amount of $13,000 for Carlsbad's portion ofthe supplemental cost has been budgeted for FY 2015-16. Fees are collected from the North County Cities and distributed by the City of Carlsbad which will administer the contract with EDC. 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. 2015-217 with Exhibit A 2. MOU Among the North County Cities for the Purposes of Developing and Implementing the Collaborative Model 3. Addendum No. 1 to the MOU Among the North County Cities 4. Agreement Between the City of Carlsbad and EDC For Development of the Collaborative Model 5. Amendment No. 1 to Agreement Between the City of Carlsbad and EDC For Development of the Collaborative Model 6. Amendment No. 2 to Agreement Between the City of Carlsbad and EDC For Development of the Collaborative Model EXHIBIT 1 RESOLUTION NO. 2015-217 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER INTO ADDENDUM NO. 2 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 DEVELOPMENT 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 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 27 designated the City of Carlsbad to contract with EDC for the required services; and 18 WHEREAS, on June 24, 2014 the City of Carlsbad entered into an agreement with 1^ EDC for the required services; and WHEREAS, on March 25, 2015, the North County Cities agreed to an addendum to the MOU to approve and fund additional services to share and brand the success of the Collaborative Model; and WHEREAS, on July 15, 2015 the City amended its contract with EDC to commission 20 21 22 23 24 25 the provide said additional services; and 26 27 28 -1- 15 16 17 18 19 20 21 23 24 25 26 27 28 WHEREAS, a second addendum to the MOU is necessary to implement the Second Year of Work on the Collaborative Model (Year 2 Services) on the Collaborative Model; and 1 2 3 ^ WHEREAS, on July 15,2015 the City of Carlsbad amended the agreement with EDC 5 to provide Year 2 Services; and 6 WHEREAS, the City Council desires at this time and deems it to be in the best public interest and pursuant to Section 3(B) of the MOU to authorize the City Manager to enter into Addendum No. 2 to the MOU among the North County Cities to support and collectively fund the supplemental cost for the Year 2 Services. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 7 8 9 10 11 12 13 1. The above recitations are true and correct. 14 2. The City Council hereby authorizes the City Manager to enter into Addendum No. 2 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. /// /// /// /// 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 Carlsbad on the 25**^ day of August, 2015, by the following vote to wit: AYES: NOES: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. ABSENT: None. MATT HALL, Mayor ATTEST: BARBARA ENGLESON, CW^ Clerk (SEAL) Document No. 15-D0669-l EXHIBIT A 11/04/15 (16) ADDENDUM NO.2 TO THE 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 Addendum No. 2 is made and entered into on December 1 , 2015 adding to the Memorandum of Understanding ( "MOU") dated June 10, 2014 and amended with Addendum No. 1 to the agreement dated February 18, 2015, made and entered among the cites of Carlsbad, 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 and amended June 10, 2014, by and between the City of Carlsbad 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(8) of the MOU, the City of Carlsbad has notified the North County Cities of the additional services which are available ("Additional Services") which include: website services, videography, multi-market promotions, program hard costs, economic research funding collateral development and event sponsorships; and C. The City of Carlsbad and San Diego Regional Economic Development Corporation (EDC) have negotiated and agreed to the Additional Services for the cost of Sixty Five Thousand Dollars ($65,000) ("Supplemental Cost"); and D. The City of Carlsbad 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 Carlsbad have executed the Amendment to EDC Services Agreement on behalf of the North County Cities, dated as of July 15, 2015, which will become effective upon the complete execution of this MOU Addendum by each of the North County Cities. For the Additional Services as outlined in Exhibit "A" of the Amendment to EDC Services Agreement, EDC will receive 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 North 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 will contribute an equal financial share to compensate EDC based on the tenns set forth in this MOU. C. The City of Carlsbad 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 Carlsbad 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 ofthis 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 particularly 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 year contract length or One Hundred Fifteen Thousand ($115,000) annually, assuming the full expense allotment is used ("Contract Price"). (B) The City of Carlsbad makes no representation regarding the completeness, or quality of the work that EDC will produce under the EDC Services Agreement. In directing EDC pursuant to the EDC Sen/ices 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 tenninate this MOU or the EDC Sen/ices Agreement, the City of Carlsbad resen/es the right to provide direction to EDC to assure that its efforts are not stopped, stalled or othenA/ise 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 infonnation 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 forthe deveiopment and refinement of elements of the North County Economic Development Collaborative Model; and (5) othenwise participate in the development 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 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 length. The City of Carlsbad will hold the City Contribution for each City, Including the City of Carlsbad, and collectively use those City Contributions to make payments due to EDC under the EDC Sen/ices Agreement. (B) Should it be detennined 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 Carlsbad shall notify the North County Cities of the additional sen/ices which are available ("Additional Sen/ices") and the price for those services ("Supplemental Cost"). With that notice, the City of Carlsbad will provide the North County Cities with a iO proposed Addendum to the EDC Sen/ices Agreement ("Sen/ices Agreement Addendum") describing the Additional Sen/ices to be provided at the Supplemental Cost. Based on those materials, each North County City will be asked to execute an addendum to this MOU ("MOU Addendum") to enable the City of 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 Carlsbad a sum equal to one-fifth ofthe Supplemental Cost; and (2) the City of Carlsbad will execute the Sen/ices Agreement Addendum. (C) Following the completion or tennination of the EDC Sen/ices Agreement, the City of Carlsbad shall detennine 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 trademaric, 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 Carlsbad 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 fail to maintain quality control over the trademark (i.e. a naked license), trademark rights may be lost. This is also true regarding the responsibility to police infringing uses of their copyrights. The North County Cities agree that they will reasonably police their intellectual property rights and promptly take reasonable steps to prevent infringing and unauthorized use of their trademarks and copyrights. Upon 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 tenns of this MOU are intended by the parties as a final expression of their agreement with respect to such tenns 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. (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. CITYOF VISTA PATRICK JOHNSON, City Manager CITY OF ESCONDIDO CLAY PHILLIPS, City Manager ATTEST: Marci Kilian, City Cleric ATTEST: Diane Halverson, City Clerk APPROVED AS TO FORM: Darold Pieper, City Attorney By:. By: APPROVED AS TO FORM: Jeffrey R. Epp, City Attorney By:. (Signatures continued on next page.) CITY OF OCEANSIDE STEVE JEPSEN, City Manager ATTEST: Zach Beck, City Clerk By: ^^^^.v^^..c<^ APPROVED AS TO FORM: John Mullen, City Attomey CITY OF CARLSBAD By:. t^^K. STEVE SARKOZY, City Manager Kathryn B. Dodson ATTEST: Barbara Engleson, City Cleric By: ^'^^^iiuJriU.a^ r../(^ APPROVED AS TO FORM: Celia A. Brewer, pitj^^ttprney CITY OF SAN MARCOS ATTEST: Phillip Scollick, City Cleric By:. APPROVED AS TO FORM: Helen Holmes Peak, City Attomey By: EXHIBIT 3 Document No. 15-DO165-4 EXHIBIT A ADDENDUM NO. 1 TO THE 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 Addendum No. 1 is made and entered into on t^rch 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 Woric to the agreement dated June 24,2014, by and between the City of Carisbad and San Diego Regional Economic Development Corporation ("EDC Services Agreemenf) to provide the North County Economic Development Collaborative Model Sen/ices 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 sen/ices which are available ("Additional Sen/ices") which include: social media integration, search engine optimization, print materials and videography as well as additional public relations sen/ices; and C. The City of Carisbad and San Diego Regional Economic Development Corporation (EDC) have negotiated and agreed to the Additional Sen/ices 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 Sen/ices Agreement ("Amendment to EDC Sen/ices 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 Sen/ices 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 of the North County Cities. For the Additional Semces as outlined in Exhibit "A" ofthe Amendment to EDC Sen/ices Agreement, EDC will receive Sixty Thousand Dollars ($60,000.00) over the temi ofthe Amendment to EDC Sen/ices 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 CLAY PHILLIPS, City Manager ATTEST: Barbara Engleson, City Clerk ATTEST: Diane Halverson, City Clerk By:^J Bv:QHi»--vt-A-J APPROVED AS TO FORM: Celia A. Brewer, City Attorney By: APPROVED AS TO FORM: Jeffrey R. Epp, City Attorney (Signatures continued on next page.) 6 CITY OF OCEANSIDE MICHELLE SWK?QfS LAWRENCE, Interim City Manager CITY OF SAN MARCO JAlSK GRIffFIN/Cij^ Manager ATTEST: Zack Beck, City Cleric APPROVED AS TO FORM: John Mullen, City Ajtfbmey CITYOF VISTA, Bv: {^GulllJs^^ PATRICK JOHNSbN. City Manager ATTEST: Marci Killian, City Clerk APPROVED AS TO FORM: Darold Pieper, City Attomey ATTEST: Phillip Scollick, City Cleric APPROVED AS TO FORM: Helen Holmes Peak, City Attomey 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 (f»^3*f. 2014 by and between the City of Carisbad, Califbrnia, a chartered municipal corporation ("City of Carisbad"), and San Diego Regional Economic Development Corporation, a non-profit from San Diego. CA ("EDC"). RECITALS (A) The cities of Carisbad, 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 Carisbad to contract with EDC for the required services ("Services") pursuant to this Agreement which are set forth in the Scope of Woric ("Scope of Woric"), 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 tum, pursuant to a Memorandum of Understanding, dated as of , 2014, among the North County Cities: (1) the City of Carisbad 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 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 terni. (E) The City of Carisbad requires the sen/ices of EDC to develop and execute a North County Economic Development Collaborative Model for the City of Carisbad and the other North County Cities. (F) EDC represents that it is specially trained and possesses special skills, education, experience, and competency to peri'onn the sen/ices and provkie the advice needed to execute the scope of sen/ices. NOW, THEREFORE, in conskieration 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 shall act in a professional capacity to provide the City of Carisbad with the sen/ices described in the Scope of Woric. All sen/ices described in the Scope of Woric shall be provided in substantial compliance with the Proposed Timeline included within the Scope of Woric, except to the extent that a delay is caused by a material feilure of the City of Carisbad or another City to take timely actions described in the Scope of Woric which are predicates to EDC's perfonnance. EDC's woric shall confonn to all applicable statutes, laws, regulations, and professional standards for such woric. 2. COMPENSATION (a) Compensation for Sen/ices: 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 Sendees in the manner set forth in Payment for Sen/ices, attached hereto as Exhibit B and incorporated herein by this reference. (b) Additional Services: In procuring this contract, EDC has made a good feith estimate, based on extensive experience in performing similar sen/ices for other entities, that EDC can complete the Sen/ices as outlined in Exhibit A. If in the course of the sen/ices EDC detennines that additional sen/ices are necessary it shall notify the City of Carisbad and upon receiving that notice, the City of Carisbad will consult with the remaining North County Cities to detennine if the Cities unanimously wish to have the City of Carisbad engage EDC to perform that additional woric, or other supplemental woric ("Additional Woric"). If the North County Cities detennine that the City of Carisbad should engage EDC to perform the Additional Woric, the City of Carisbad and EDC will prepare an amendment to this Agreement for the Additional Woric describing the scope of the Additionai 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 sen/ices as outlined in Exhibit A shall consist of: 1. President & Chief Executive Officer 2. Chief Operating Officer 3. Vice President, Economic Development 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 Carlsbad be liable for more than the amounts set forth in paragraphs (a). Any Additional Woric or greater expenses must be authorized in a written Amendment to this Agreement, executed by the City of Carisbad City Manager and an authorized representative of EDC. 3. 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 temninated as described in subparagraph (b) below. (b) The City of Carisbad may tenninate this Agreement by tendering written notice to EDC no less than thirty (30) days prior to the termination date as cleariy 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 Carisbad by the tennination date. In the event of tennination, EDC shall be paid for compieted woric performed prior to the termination date. The City of Carlsbad shall make the final detennination as to the portion of tasks completed and the proportionate compensation to be made. 4. ASSIGNMENT AND SUBCONSULTING (a) EDC shall 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 woric to be perfomied 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 1^ contractual relationship between the City of Carisbad and any sub- consultant of EDC, but EDC shall bind every sub-consultant and every sub-consultant of a sub-consultant by the temns of this contract applicabie to EDC's work, unless such change, omission, or addition is approved in advance in writing by the City of Carisbad. All sub-consultants are subject to the prior written review and approval of the City of Carisbad. (c) All temns, 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 Carisbad and Ks territory, the City of Carisbad agrees to cooperate with EDC so it can satisfactorily perfonn the Sen/ices. Such cooperation shall include meeting with EDC, assisting in arranging meetings with others, and providing EDC with such non-confidential infonnation that the City may have that may be relevant and helpful to EDC's performance of the Services ("Individual City Support"). For each North County City other than the City of Carisbad, the City of Carisbad 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 Carisbad or a North County City to share certain confidential and/or proprietary information or matter with EDC. The parties agree that such infonnation and the results and developments therefrom are confidential and/or proprietary infonnation 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, Works 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 Carisbad and North County Cities. EDC agrees to deliver all Worics to the City of Carisbad upon completion of the Agreement. "Worics" include but are not limited to editorial drafts, original copy, photographs, proofs, corrected proofe, camera-ready boards and similar editorial materials and all negatives, flats, engravings, photostats, drawings and other prcxiuction materials. For procurements that are digital or infonnation technology based, "Worics" also include but are not limited to executable code, source ^0 code, fixes, patches, updates, upgrades, documentation embedded or othenvise, original copy, and other production materials. EDC shall be responsible for delivering all Worics to the City of Carisbad no later than fifteen (15) woricing days from the date of final Agreement deliverables. (b) Woric for Hire. EDC understands and agrees that any and all materials and deliverables that are subject to copyright protection that are developed in connecrtion with the periformance of this Agreement (Worics) shall constitute a woric 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 Worics shall 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 Wortc is not deemed to be a woric for hire, EDC hereby grants, transfers, sells and assigns, free of charge, exclusively to the City of Carisbad and North County Cities, all title, rights and interest in and to said Woric, including all copyrights and other intellectual property rights. EDC further agrees to execute and deliver to the City of Carisbad and all North County Cities a confimnatory grant and assignment of all rights in and to Worics and to execute any other proper document the City of Carisbad and North County Cities deems necessary to ensure the complete and effective transfer of all rights in Worics to the City of Carisbad. EDC shall register all copyrightable Worics (including Logo(s) devefoped) 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 pert'omnance of this Agreement, excepting only claims resulting from the sole negligence, gross negligence, or willful misconduct of City of Carisbad 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 ^1 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) Woricers' 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 Carisbad, 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 perfonned under contract with the City of Carisbad". (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 Carisbad prior to the effective date of this Agreement. This is a condition precedent to the fonnation of any obligation by the City of Carisbad 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 Carisbad, and in particular with the Conflict of Interest laws, being Chapter 7 of Title 9 of the Califomia Government Code, othenwise known as the Political Refonn Act. As a condition precedent to the fomnation of this Agreement, EDC warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political Refonn Act and that to the 6 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 woric in the perfonnance of this Agreement, EDC shall comply with the Conflict of Interest Code requirements of the City of Carisbad. 9. 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 provkJed 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 provkied, with postage fuliy 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 Carisbad, CA 92008 10. MISCELi-ANEOUS (a) The temns of this Agreement are intended by the parties as a final expression of their agreement with respect to such temns as are included in this Agreennent and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement speciflcally supersedes any prior written or oral agreement between the parties. (b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) EDC shall comply with all laws, ordinances, regulations, and policies of the federal, state, and local govemments applicable to this Agreement. The iaws of the State of Califomia shall govem and control the temns and conditions of this Agreement. (d) The venue for any suit or proceeding conceming this Agreement, the interpretation or application of any of its temns, or any related disputes shall be in the County of San Diego, State of Califomia. (e) No failure of either the City or EDC to insist upon the strict performance by the other of any covenant, temn or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, temn, 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 foroe 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 perfomning the Scope of Woric services, or to exercise any control over such performance, shall mean only that EDC shall follow the direction of City conceming 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of Carisbad, Califomia, a chartered San Diego Regional Economic municipal corporation Development Corporation, a non-profit from San Diego, CA By: ^^^^-^teve Saricozy, City Manager ATTEST: Barbara Engleson, City Cleric By: APPROVED AS TO FORM: Celia Brewer, City Attorney RISK MANAGEMENT REVIEW: Eft ^tA^^^o. Risk Manager By: 76 EXHIBIT A SCOPE OFWORK The five North County cities of Carisbad, Escondido, Oceanskle, San Marcos and Vista have requested input from the San Diego Regional Economic Development Corporation (EDC) relative to the execution, coordination and implementatfon 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 witii the leadership of EDC's Executive Management Team, including the Presklent & CEO, Chief Operating Officer and Vice President of Economic Developnnent. 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 cany out the day to day activities ofthe North County Economic Development Collaborative. EDC will also provide two representatives from the North County Cities to sen/e on tiie EDC Board. To help facilitate ttiis woric, the dedicated economic deveiopment professional, EDC Executive Management Team and EDC Economic Development Team will focus on these functions: 1. Plan, Develop, Coordinate & Execute the North County 78 Conidor Economic Development Strategy and Programs. a. Coordinate the North County Cities economic development staff in the deveiopment and execution of the region wide economic development plan; known as an "Annual Program of Woric". Annual Program of Woric will address issues of significant concem 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 competKiveness 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 Woric. The EDC will present its Annual Program of Woric and past year's successes to each City Council annually. c. Quarteriy communication by a representative of the EDC Executive Management Team witii 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 Woric for approval and implementation. 10 QU) e. After the approach for implementation is established, EDC will provide report on their perfonnance related to the Annual Program of VVoric metrics to the North County partners on a monthly basis and/or as requested. 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 prcxiuct created by Northstar Destination Strategies will provide recommendations and tactics which EDC will prioritize by short, medium, long temn actions and no action. EDC will advise highest and best value to execute worthwhile recommendations provided by the economic development brand's prcxiuct. b. Any costs related to the creation of printed materials, websites and other necessary materials recommended by Nortiistar Destination Strategies will be outside of the scope of the contract and it is expected that eac;h city will contiibute to costs in an equal share once reviewed and approved and become an amendment to this agreement (reference Sectfon 2(b): Additional Woric). EDC will lead and assist in business retention and recmitment in the Nortii 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 woric to maintain collaborative relationships with loc^l trade associations, sub-regional economic development agencies and municipal departments across San Diego County to gamer 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, relcx^ating 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 quarteriy 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 Carisbad on a monthly basis for $9,583.33 per montfi 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 EXHIBITS AMENDMENT 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 fieStoruOjrc^ , 2015, amending the agreement dated June 24, 2014 ("Agreement") by and between the Qty 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 Sen/Ices for the cities of Carlsbad, Escondldo, Oceanside, San Marcos, and Vlsta ("North County Cities"). RECrtALS 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 Sen/ices". NOW THEREFORE, In consideration ofthese 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 Sen/ices 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 on a 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) 2^^ 4. The individuals executing this Amendment on behalf of San Diego Regional Economic Development Corporation each represent and wanrant that they have the legal power, right and actual authority to bind San Diego Regional Economic Development Corporation to the terms and conditions ofthis Amendment. City of Carlsbad, Califomia, a chartered municipal corporation yUgt/ City Manager Kathryn B. Dodson Date: cDl i ^ /3 ATTEST: APPROVED AS TO FORM: City Attorney By: Date: ^-//^/^ San Dlego Regional Economic Deveiopment Corporation, a non-profit from San Diego, CA Date: / Bv: /C^ Sigi^ture ntie By; Date Signature ntle 3^ EXHISn^'A" ADDmONAL SERVICES Additional services: EDC wili 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 wiil 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. 51 EXHIBIT "B" FEES FOR ADDHIONAL SERViCES 1. Website construction and design $30,000 2. Social media Integration $2,500 3. SEO $2,500 4. PPT template 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 Totai $60,000 32 EXHIBITS AMENDMENT NO. 2 TO AGREEMENT FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABOIRATIVE MODEL SERViCES SAN DiEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION lendment No. 2 is entered into and effective as of the day of JAAAA XJ , 2015, amending the agreement dated June 24, 2014 (the "AgreemenfJ/by^nd befd^en the City of Carisbad, a municipal corporation, fCity"), and San Diego Regional Eponorhjg Development Corporation, ("Contractor") (collectively, the "Partjes") for North K^yjA^ Economic Development Collaborative Model Services for the cities of Carisbad, Escondido, Oceanside, San Marcos and Vista ("North County Cities'). RECITALS A. On Febmary 18, 2015, the Parties executed Amendment No.l to the Agreement for additional sen/ices including website, print materials, PowerPoint videography, events and public relations tools for the 78 Corridor; and B. The Parties desire to alter the Agreement's scope of woric to include year 2 woric consisting of website services, videography, multi-market promotions, program hard costs, economic research, collateral development and event sponsorships; and C. The Parties have negotiated and agreed to a suppiemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. In addition to those sen/ices contained in the Agreement, as may have been amended from time to time, Contractor will provide those sen/ices described in Exhibit "A". 2. City will pay Contractor for all woric associated with those sen/ices described in Exhibit "A" on a time and materials basis not-to-exceed sixty-five thousand dollars ($65,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all woric described in Exhibit "A" by June 24,2016. 4. All other provisions of the Agreement, as may have Iseen amended from time to time, wiil remain in full force and effect. City Attomey Approved Version 1/30/13 3^ 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instmments 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 temis and conditions of this Amendment. CONTRACTOR By: (sign here) /*Ag.iC CAFPtegtT , pe^tQgMT f CEO (print name/title) CITY OF CARLSBAD, a municipal corporation ofthe State of Califomia CitTr^anager or Mi Mayor or Director ATTEST: By: (sign here) BARBARA EflGQESON (print name/title) J If required by City, proper notarial acknowledgment of execution by Contractor must be attactied. If a corooration. 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 Othenwise, 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 Attomey BY: Assistant City Attomey m»y City Attorney Approved Version 1/30/13 3H <^CORRIDOR EXHIBIT "A" SCOPE OF SERViCES AND FEE lnnovate78 Year2(FY16) Amendment 2 Other Services Proposal Website Services 15,000 Phase 2 Development includes Increased functionality lilce blog functionality. Press section, 78 corridor news section, industry profiles, fast facts, etc 8,750 Site maintenance and Incremental updates 6,000 Videography 10,000 Production of two company videos and one regional promotion Multi-market Promotions 15,000 Events or promotions to taice place in other cities or on college campuses to draw attention to the 78 Corridor. As an example, funding a promotion on the campus ofMfT, directing students to lnnovate78.com Program Hard Costs 2,500 Funding for costs associated with events or programs, such as catering, printing collateral, signage, etc. Economic Research Funding 10,000 Economic research on a targeted study of a 78 Corridor industry. A proposed example was the impact of craft beer on the innovation economy Collateral Development 2,500 Further promotional material and/or updates to hard creative or signage to maintain a fresh and up-to-date materials Event Sponsorships io.ooo Sponsorships for particular regional or external events that will afford the opportunity to promote the initiative with a broad and targeted audience Total: $65,000 Carlsbad • Escondido • Oceanside • San Marcos • Vista