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HomeMy WebLinkAbout2016-05-17; City Council; 22300; Authorize entering into MOU to implement the Innovate 78 Economic Development InitiativeCITY OF CARLSBAD-AGENDA BILL AB# 22,300 AUTHORIZE THE CITY MANAGER TO ENTER DEPT. DIRECTOR fAi1 MTG. 5/17/16 INTO A MEMORANDUM OF CITY ATTORNEY p, DEPT. CEO UNDERSTANDING TO IMPLEMENT THE CITY MANAGER INNOVATE 78 ECONOMIC DEVELOPMENT 'I/~/ INITIATIVE RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to enter into a Memorandum of Understanding (MOU) among the City of Carlsbad and the cities of Escondido, Oceanside, San Marcos and Vista for the purposes of continuing to implement the Innovate 78 Economic Development Initiative. ITEM EXPLANATION: On March 11, 2014, the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (78 Corridor Cities) entered into a five-year cooperative Memorandum of Understanding (MOU) that created guidelines for the 78 Corridor Cities to retain and attract businesses. These guidelines help the cities support and create local and regional economic development. Notable achievements accomplished during the first two years include: • Hiring a dedicated program manager for the 78 Corridor. • Creating corporate information packets and branded print materials. • Creating a website with data dashboard, job portal and company testimonials. • Creating a social media presence through linkedln, Facebook and Twitter. • Implementing several business expansion, retention projects and retaining hundreds of jobs in the region. • Receiving a regional collaboration award from CALED. In order to achieve continued success and build upon the Innovate 78 brand, the City of Carlsbad entered into a two year agreement with the San Diego Regional Economic Development Corporation (EDC) on behalf of the 78 Corridor Cities to promote prosperity for the region. This contract was amended twice over the past two years. The contract with the EDC is close to completion with expiration set for June 24, 2016. The contract amendments have allowed EDC to provide additional services such as developing print materials, enhancing the lnnovate78.com website, videography, public relations and hosting industry roundtables. The 78 Corridor Cities agreed to two MOU addendums (Exhibit 2) to fund the contract amendments that Carlsbad executed with EDC. Based on the overwhelming success of the collaborative model, the 78 Corridor Cities want to continue with an additional two year contract with the EDC. The DEPARTMENT CONTACT: Kevin Pointer 760-602-4620 kevin.pointer@carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED 0 0 0 0 0 CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER-SEE MINUTES o ____ _ 0 0 0 Item 12; page 1 Economic Development Collaborative Model May 17,2016 Page 2 of4 City of Escondido has offered to be the administrator of the new contract over the next two years on behalf of the other cities. The current contract as amended was funded at $355,000 or $71,000 per city. That $355,000 includes one amendment the first year at $60,000, or $12,000 per city. The second amendment, of $65,000, or $13,000 per city took place during the second year of the contract term as shown on the following chart: YEAR CONTRACT AMOUNT PER CITY 2014-2015 Original Contract (year 1) $23,000 2014-2015 Additional Services Addendum #1 $12,000 Year 1 Total $35,000 2015-2016 Original Contact (year 2} $23,000 2015-2016 Additional Services Addendum #2 $13,000 Year 2 Total $36,000 To continue implementing the regional branding effort and promote economic development opportunities within the region, it is recommended that the City Council authorize the City Manager to enter into a new MOU with the 78 Corridor Cities (Attached to the City Council Resolution) to carry out the Innovate 78 Economic Development Initiative. This MOU will allow for execution of a second two- year contract between the City of Escondido and the EDC beginning June 30, 2016. Topics and tactics that will be accomplished through this new two year MOU are included the contract scope that Escondido will execute with EDC once all cities agree to the MOU. Funding of the contract between the City of Escondido and the EDC totals $190,000 annually or $380,000 for the full duration of the two-year contract term. As stated in the MOU, each of the 78 Corridor Cities will commit to funding one-fifth of the cost of the contract with Carlsbad's portion totaling $38,000 annually for two years at a total of $76,000. This is a modest $2,000 per city increase above the amended contract amount to accommodate administrative costs related to mileage, copies, and other minor unforeseen expenses. YEAR CONTRACT AMOUNT PER CITY 2016-2017 Contract including additional year 1 services $38,000 2017-2018 Contract including additional year 2 services $38,000 Total $76,000 FISCAL IMPACT: The cost to fund the contract between the City of Escondido and EDC totals $190,000 annually or $380,000 for the two-year contract term. In accordance with the MOU among the 78 Corridor Cities, each city will pay one-fifth of the annual cost ($38,000). Funding in the amount of $40,000 for Carlsbad's portion has been budgeted for FY 2016-17. Funds will be collected from the 78 Corridor Cities and distributed by the City of Escondido which will administer the contract with EDC. Item 12; page 2 Economic Development Collaborative Model May 17,2016 Page 3 of4 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. EXHIBIT: 1. Resolution authorizing the City Manager to enter into a Memorandum of Understanding among the North County Cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista for the purpose of implementing the Innovate 78 Economic Development Initiative. 2. MOU and subsequent addendums among the North County Cities for the North County Economic Development Collaborative Model. Item 12; page 3 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 RESOLUTION NO. ---=2=0=16=---=-0=98=---- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A MEMORANDUM OF UNDERSTANDING AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR THE PURPOSES OF IMPLEMENTING THE INNOVATE 78 ECONOMIC DEVELOPMENT INITIATIVE. EXHIBIT 1 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 collectively develop the North County Economic Development Collaborative Model (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 designated the City of Carlsbad to contract with EDC for the required services; and WHEREAS, on June 24, 2014 the City of Carlsbad entered into an agreement with EDC for the required services; and WHEREAS, on March 25, 2015, the North County Cities agreed to Addendum No. 1 to the MOU to approve and fund the additional services to share and brand the success of the Collaborative Model; and WHEREAS, on July 15, 2015 the City of Carlsbad amended its agreement with EDC to commission and provide said additional services; and -1-Item 12; page 4 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 EXHIBIT 1 WHEREAS, on August 25, 2015 the North County cities agreed to Addendum No. 2 to the MOU to approve and fund the additional services to share and brand the success of the Collaborative Model; and WHEREAS, on June 24, 2015, the term of the agreement with EDC expires; and WHEREAS, the City of Carlsbad desires to further the Innovate 78 Economic Development Initiative as described in EDC Services Agreement; and WHEREAS, to facilitate that goal, the North County Cities have selected the San Diego Regional Economic Development Corporation (EDC) as the organization best suited to provide the required services; and WHEREAS, to commission the Innovate 78 Economic Development Initiative, the North County Cities have designated the City of Escondido to contract with EDC for the required services as set forth in the Proposal for Amendments for EDC/Innovate 78 Contract attached as Exhibit 2; and WHEREAS, in turn, each city will contribute an equal financial share for the EDC work effort, based on the terms outlined in the memorandum of understanding (MOU), which is as Exhibit 1; and WHEREAS, this City Council desires at this time and deems it to be in the best public interest to approve said memorandum of understanding. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. -2-Item 12; page 5 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 EXHIBIT 1 2. The City Council authorizes the City Manager to execute the Memorandum of Understanding, on behalf ofthe city, a copy ofthe agreement is attached as Attachment 1 and incorporated herein by reference. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill -3-Item 12; page 6 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 of the City Council of the City of Carlsbad on the 17th day of _ ___!..!M;.!.!:a~y __ , 2016, by the following vote to wit: AYES: Halt Schumacher, Blackburn. NOES: None. ABSENT: Wood, Packard. MATI HALL, Mayor ATIEST: Item 12; page 7 MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR FUNDING OF THE INNOVATE 78 ECONOMIC DEVELOPMENT INITIATIVE This Memorandum of Understanding ("MOU") is made and entered into on 0tAM UQ_, 2016 by and among the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (individually "City" and collectively, "78 Corridor Cities" or "Cities"). RECITALS A The 78 Corridor Cities contracted with the San Diego Regional Economic Development Corporation ("EDC") in July of 2014 to provide the required services to roll-out the regional branding effort, lnnovate78, and to promote economic development opportunities within the 78 Corridor region. B. To continue the Innovate 78 Economic Development Initiative, the 78 Corridor Cities want the City of Escondido to contract with EDC for the required services. In turn, each City will contribute an equal financial share to compensate EDC based on the terms set forth in this MOU. C. The City of Escondido has engaged the EDC for the Innovate 78 Economic Development Initiative 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 effectively executed the first two-year EDC Services Agreement on behalf of the 78 Corridor Cities. The 78 Corridor Cities want to execute a second two-year agreement dated as of June 30, 2016, which will become effective upon the complete execution of this MOU by each of the five Cities. The second Two Year Services Agreement with EDC will be managed by the City of Escondido. Performance of the EDC Services Agreement is intended to result in furthering the Innovate 78 Economic Development Initiative as described in the EDC Services Agreement and its attachments. For that 1 Item 12; page 8 work, EDC will receive an annual total base contract amount of One Hundred and Twenty Five Thousand ($125,000) plus an additional armual services amount of Sixty Five Thousand Dollars ($65,000) to provide deiiverables, 'for a total two year contract amount of Three Hundred Eighty Thousand ($380,000.00) over the two year contract length or One Hundred Ninety Thousand ($190,000) annually. assuming the full expense allotment is used ("Contract Price"). (B) The City of Escondido 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 Services Agreement, the City of Escondido will, when reasonably possible, provide direction based on the consensus of all Cities. If consensus is not obtained after a consultation period with all 78 Corridor Cities of Thirty Days (30) days has elapsed, and if the Cities have not acted collectively to amend or terminate this MOU or the EDC Services Agreement, the City of Escondido 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 carry out the scope of work for the Innovate 78 Economic Development Initiative, each 78 Corridor City must: (1) provide EDC with information:about the city, its community, its businesses, and its other attributes; (2) rnake available to EDC representatives from city government, civic groups, business groups and others comprising the city; (3) identify venues within the city for meetings, (4) participate in meetings with EDC and other 78 Corridor Cities for the development and refinement of elements of the Innovate 78 Economic Development Initiative; and (5) otherwise participate in the development of the Innovate 78 Economic Development Initiative in the manner described in the Scope of Work. 3. Payments for Funding the EDC Services Agreement (.A.) To fund the EDC Services Agreement, each City will allocate and pay on .July 1 to the Cityof Escondido a sum of Thirty-eight Thousand ($38,000), representing one-fifth of the Contraet·Price ("City Contract Share") each year over the two year contract length. The City of Escondido will hold the City Contribution for each City, including the City of Escondido, and collectively use those City Contributions to make payments due to EDC under the EDC Services Agreement. · · :(8) Should it be determined that a change in the Scope of Work is advisable which wm require additional funds beyond the base Contract Price or the Additional 2 Item 12; page 9 Services price as detailed in the Scope of Work, the City of Escondido shall notify the 78 Corridor Cities of the additional services ("Additional Services") and the price for those services ("Supplemental Cost"). With that notice, the City of Escondido will provide tbe 78 Corridor Cities with a proposed Addendum to the EDC Services Agreement ("Ser-Vices Agreement Addendum") describing the Additional Services to be provided at the Supplemental Cost. Based on those materials, each 18 Corridor City will be asked to execute ·an addendum to this MOU ("MOU Addendum") to enable the City of Escondido to fund the Additional Services. Should each 78 Corridor City execute the MOU Addendum, then within ten (1 0) days thereafter: (1) each 78 Corridor City shall transferto the City of Escondido a sum equal to one-fifth of the Supplemental Cost; and (2) the City of Escondido will execute the Services ·Agreement Addendum. (C) Following the completion or termination of the EDC Services Agreement, the City of Escondido shall determine if any amount is left unexpended from the collective City Contributions and shall return to each 78 Corridor City a sum equal to one-fifth of that amount. 4. TRADEMARK AND COPYRIGHT OF WORKS · The 78 Corridor 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 the 78 Corridor Cities. The 78 Corridor Cities acknOwledge that each, as an owner of a trademark, wi!! responsible to police infringing uses: of its trademark. If the 78 Corridor Cities do not ehforce-its trademark rights or otherwise fail to maintain quality control over the trademark (i.e. a naked license), trademark rights may be lost This is also true regarding the responsibility to police infringing uses of their copyrights. The 78 Corridor Cities agree that they will reason'ably police their intellectual property rights and promptly take reasonable steps to prevent infringing and unauthorized use of their trademarks and copyrights. Upon learning of a potential infringement or unauthorized use, the 78 Corridor Cities shall meet, discus·s and select an appropriate course of action to reasonably prevent infringement or unauthorized-use of their intellectual property rights. 5. MISCELLANEOUS (A) The terms 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. 3 Item 12; page 10 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. CITY OF VISTA By .QtA~ Patrick Johnson, C1ty Manager ATIEST: Kathy Valdez, City Clerk By:J.{~ J ( J~ < APPROVED AS T~ F~RM: 6 Darold Pieper, City Attorney ~-By: __ ~..P,..L--~"'---~'1'------ (Signatures continue on next page). CITY OF ESCONDIDO By ~ll1d6 Graham Mitchell, City Manager ATIEST: Diane Halverson, City Clerk APPROVED AS TO FORM: f} Jeffrey R. Epp, City Attorney By:g~ 4 Item 12; page 11 CITY OF OCEANSIDE CITY OF SAN M RCOS By ~ Michelle Skaggs Lawrence , C1ty Manager ATIEST: ATIEST: Zach Beck, City Clerk Phillip Scollick, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: John Mullen, City Attorney Helen Holmes Peak, City Attorney Byj2hfl By J/4~(};_ I I ATIEST: Barbara Engleson, City Clerk By ~~~ APPROVED AS TO FORM: Celia A. Brewer, City Attorney By ilQ{S±f: 5 Item 12; page 12 CITY OF ESCONDIDO CONSULTING AGREEMENT This Agreement is made this ____ day of ______ _ Between: And: CITY OF ESCONDIDO a Municipal Corporation 201 N. Broadway Escondido, California 92025 Attn: Michelle Geller (760) 839-4587 ("CITY") San Diego Regional Economic Development Corporation 530 B Street, Suite 700 San Diego, California 92101 Attn: Mark Cafferty (619) 234-8484 ("CONSULTANT") Witness that whereas: Exhibit&-.. A. it has been determined to be in the CITY's best interest to retain the professional services of a consultant to continue the "Innovate 78" economic development initiative in collaboration with the cities of Carlsbad, Oceanside, San Marcos and Vista for the next two years; and B. The CONSULTANT is considered competent to perform the necessary professional services for CITY; NOW, THEREFORE, it is mutually agreed by and between CITY and CONSULTANT as follows: 1. Services. The CONSULT ANT will furnish all of the services as described in "Attachment A" and additional services as described in "Attachment B", which are attached and incorporated by this reference. 2. Compensation. The CITY will pay the CONSULTANT in accordance with the conditions specified in "Attachment A -Scope of Work" an annual sum $125,000, plus an additional annual services amount of $65,000 as specified in "Attachment B-Additional Services and Tactics", for a total two-year contract amount of $380,000 over the two- year contract length or $190,000 annually, assuming the full expense allotment is used. Any breach of· this Agreement will relieve CITY from the obligation to pay CONSULTANT, if CONSULTANT has not corrected the breach after CITY provides notice and a reasonable time to correct it. If this'Agreement is amended at any time, City Attorney -1 -01/03/2012 Item 12; page 13 additional compensation of CONSULTANT contained in subsequent amendment(s) shall not exceed a cumulative total of twenty-five percent (25%) of the maximum payment provided for in this Section 2. 3. Scope of Compensation. The CONSULTANT will be compensated for performance of tasks specified in "Attachment A" and "Attachment B" only. No compensation will be provided for any other tasks without specific prior written consent from the CITY. 4. Duties. CONSULTANT will be responsible for the professional quality, technical accuracy, timely completion, and coordination of all reports and other services furnished by the' CONSULTANT under this Agreement, except that the CONSULTANT will not be responsible for the accuracy ofinforma.tion supplied by the CITY. 5. Personnel. The performance of services under this Agreement by certain professionals is significant to the CITY. CONSULTANT will assign the persons listed on "Attachment C," which is attached and incorporated by this reference, to perform the Services described in Paragraph 1, and will not add or remove persons from the list without the prior written consent of the CITY. If no designation is made, then CONSULTANT may not assign services without obtaining the advance written consent of the CITY. CONSULTANT will not subcontract any tasks under this Agreement without obtaining the advance written consent of the CITY. 6. Termination. Either CONSULTANT or the CITY may terminate this Agreement with thirty (30) days advance written notice. 7. City Property. All original documents, drawings, electronic media, and other material prepared by CONSULTANT under this Agreement immediately becomes the exclusive property of the CITY, and may not be used by CONSULTANT for any other purpose without prior written consent of the CITY. 8. Insurance. a. The CONSULTANT shall secure and maintain at its own cost, for all operations, the following insurance coverage, unless reduced by the City Attorney: (1) General liability insurance. Occurrence basis with minimum limits of $1 ,000,000 each occurrence, $2,000,000 General Aggregate, and $1 ,000,000 Products/Completed Operations Aggregate; and (2) Automobile liability insurance of $1 ;000,000 combined single~limit per accident for bodily injury and property damage, uriless waived as provided in 8(b) below; an~ · · · · (3) Workers' compensation and employer's liability insurance as required by the California Labor Code, as amended, or certificate of sole proprietorship; and (4) Errors and Omissions professional liability insurance with minimum coverage of $1 ,000,000. . . b. It . is the parties' understanding that the use of a motor vehicle is not a primary subject of this Agreement. CONSULTANT acknowledges that operating a motor vehicle is outside the scope of this Agreement and occurs only at the convenience of the CONSULTANT. A waiver of automobile liability insurance is only effective if both sets of initials appear below, otherwise such insurance is required. City Attorney -2-01/03/2012 Item 12; page 14 Acknowledged by CONSULT ANT ___ _ Waiver appropriate by CITY c. Each Insurance policy required above must be ac?eptable to the City Attorney. (1) Each policy must provide for written notice within no more than thirty (30) days if .cancellation or termination of the policy occurs.· Insurance coverage must be provided by an A.M. Best's A-rated, class V carrier or better, admitted in California, or if non-admitted, a company that is not on the Department of Insurance list of unacceptable carriers. '(2) All non-admitted carriers will be required to provide a service of suit endorsement in addition to the additional insured endorsement. (3) Both the General Liability and the Automobile Liability policies must name the CITY specifically as an additional insured under the policy on a separate endorsement page. The CITY includes its officials, employees, and volunteers. The endorsement must be ISO Form CG 20 10 11 85 edition or its equivalent for General Liability endorsements and CA 20 01 for Automobile Liability endorsements. (4) The General Liability policy must include coverage for bodily injury and property damage arising from CONSULTANT's work, including its on-going operations and products-completed operations hazard, (5) The General Liability policy must be primary and noncontributory and any insurance maintained by CITY is excess. c. In executing this Agreement, CONSULTANT agrees to have completed insurance documents on file with the CITY within f6Urieen (14) days after the date of execution. Failure to comply with insurance requirements under this Agreement will be a material breach of this Agreement, resulting in immediate termination at CITY's option. 9. Indemnification. CONSULTANT (which in this paragraph 9 includes its agents, employees and subcontractors, if any) agrees toindemnify, defend, and hold harmless the CITY from all claims, lawsuits, damages, judgments, loss, liability, or expenses, including attorneys' fees, for any of the following: a. Any claim of liability arising out of the negligence or any acts or omissions of CONSULTANT in the performance of this Agreement; b. Any personal injuries, property damage or death that CONSULTANT may sustain while using CITY-controlled property or equipment, while participating in any activity sponsored by the CITY, or from any dangerous condition of property; or c. Any injury or, death which results or increases by any action taken to medically treat CONSULTANT. . . . 10. Anti-Assignment Clause. The CONSULTANT may not assign, delegate or transfer any interest or duty under this Agreement without advance written approval of the CID', and any attempt to do so will immediately render this entire ~~greement null and void. Unless CONSULTANT assigns this entire Agreement, including all rights and duties herein, to a 'third party with 'the CITY'S · written consent, CONSULTANT shall be the sole payee under this Agreement. Any ar1d all payments made pursuant to the terms of this Agree merit are otherwise not assignable.·· · City Attorney -3-01/03/2012 Item 12; page 15 11. Costs and Attorney's Fees. In the event that legal action is required to enforce the terms and conditions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs. 12. Independent Contractor. CONSULTANT is an independent contractor and no.agency or employment relationship, either express or implied, is created by the execution of this Agreement. 13. Merger Clause. This Agreement and its Attachments are the entire understanding of the parties, and there are no other terms or conditions,. written or oral, controlling this matter. In the event of any conflict between the provisions ofthis Agreement and any of its Attachments, the provisions of this Agreement must prevail. 14. Anti-Waiver Glaus~. None of the provisions in this Agreement will be waived by CITY because of previous failure to insist upon strict pe1iormance, nor will any provision be waived by CITY because any other provision has been waived, in whole or in part. 15. §ever.§bility. The invalidity in whole or in part of any provision of this Agreement will not void or affect the validity of any other provisions of this Agreement. 16. g11oipe of Law. This Agreement is governed by the laws of the State of California. Venue for all actions arising from this Agreement must be exclusively in the state or federal courts located in San Diego County, California. 17. Multiple Copies of AgreemenUCounterparts. Multiple copies and/or counterparts of this Agreement may be executed, including duplication by photocopy or by computerized scanning device. Each duplicate will be deemed an original with the same effect as if all the signatures were on the same instrument. However, the parties agree that the 1!\greement on file in the office of the Escondido City Clerk is the copy of the Agreement that shall take precedence should any differences exist among copies or counterparts of the document. 18. Prqvisions Cumulative. The foregoing provisions are cumulative and in addition to and not in limitation (lfanyother rights or remedies available to the CiTY. · 19. Notices to Parties. Any statements, communications or notices to be provided pursuant to this Agreement must be sent to the attention of the persons indicated below. Each party agrees to promptly send notice of any changes of this information to the other party; at the address first above written. · · · 20. fjusiness License. The CONSULTANT is required to obtain a City of Escondido Business License prior to execution of this Agreement . 21. ComRiiance wifu Applicable Laws, Permits and Lic"lnses. CONSULTANT shall keep itself informed of and comply with all applicable federaL state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the term of this Agreement. CONSULTANT shall obtain any and all licenses, permits, and authorizations necessary to perform services set forth in this Agreement. Neither CITY, nor any elected nor appointed boards, officers, officials, employees, or agents of CITY shall be liable, at law or in equity, as a result of any failure of CONSULTANT to comply with this section. City Attorney . -4-01/03/2012 Item 12; page 16 22. Immigration Reform and Control Act of 1986. CONSULTANT shall keep itself informed of'and comply with the Immigration Reform and Control Act of 1986. CONSULTANT affirms that as an employer in the State of California, all new employees must produce pr-oof of eligibilitY. to work in the United States within the first three days of employment and that only employees legally eligible to work in the United States will be employed on this public project CONSULTANT agrees to comply with such provisions before commencing and continuously throughout the performance of this Agrr?ement ' ' ·, ., ' IN '~J\/ITNESS WHEREOF, the parties below are authorized to act on behalf of their organizatiqns, and have executed this Agreement as of the date set forth below. Date: Date: _____ ~-,--- APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY JEFFREY R. EPP, City Attorney By:---·--- CITY OF ESCONDIDO ------Graham Mitchell City Manager SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION Mark Cafferty President & CEO (Consultant signature) THE CiTY OF ESCONDIDO DOES NOT DISCRIMINATE AGAINST QUALIFIED PERSONS W!TH,DISABILITIES. City Attorney -5-01/03/2012 Item 12; page 17 ATTACHMENT A SCOPE OF WORK The tiv~ North County cities of Carlsbad, 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 Nortr1 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 '!he core economic development team of EDC to execute the program. To further support coordination and implementation of the program, EDC will commit a fuil-tirne 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 Programof Vv'ork". Annual Program of Work will address issues of significant concern and opportunity to North County busin$sses. 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 reaiignment and/or closure concerns, and desired outcomes from each of the North County cities so as td 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 deveiopment staff. · · d. EDC will provide report on their performance related to the Annual Program of Work metrics io the North County partners on a monthly basis andto'r ~s requested. · · · · · · · · · · 2. EDC will make recommendations associated vvith implementation of the new North County economic development brand "!nnovate78", material development, Item 12; page 18 target audience selection and advertising placement. a. EDC will work with the North County Cities to execute key strategies, which increase the "Innovate 78" brand visibility and adoption. by businesses and stakeholders within and outside of the region. b. Any costs related to the creation of .printed materials; websites and other necessary materials 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):•Additionai.Work). 3. EDC will lead and assist in business retention and recruitment in the North County area, a. 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 wili 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, industrt associations, sub-regional economic development · organizations and other service providers to leverage resources where necessary to retain, expand or attract the company. b. EDC's full eco'nomic development tearr:i will work to identify qualified businesses for recruitment to the North County area in coordination with the North County Cities_ c. The dedicated position will work to maintain collaborative relationships with loca.l trade associations, sub-regional economic development agencies and municipal departments across San Diego County to garner sector-specific information and support. d. EDC vviH provide monthly updates of. companies threatening to leave, looking to expand and I 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. , Item 12; page 19 Tactics Attachment B Additional Services and Tactics To provide a sense of the strategies and tactics that would be deployed in executing the scope of work (Exhibit A), EDC, after consulting with the economic development managers and directors of the five cities proposes the following tactics. All tactics are subject to change with the approval of the City of Escondido based on current and future needs of cities and North County Economic Development Collaborative. Economic Development Expand business outreach/project work-EDC will increase the number of companies that receive economic development services. With city coordination and new reporting mechanisms put in place over tl1e past year, EDC will increase engagement with company specific projects. EDC will also increase focus on companies with a presence or interest in multiple cities along the corridor. Expand partner engagement -Along with the five cities, EDC will increase engagement of other corridor business/economic development organizations. Training-EDC wi!l help facilitate/coordinate tn.1inings for relevant ~taft within the · five citiesto further drive synergies in how support is provided to companies. · These courses rnay be administered through organizations like CALED or other providers. (Additional costs may apply.) Examples may include customer service training, etc. Policy support-:-Where applicable, EDC will provide support on policy initiatives, such as water, power and infrastructure. Talent development-· EDC will increase engagement with the 78 Corridor on regional talent development/alignment strategies. This could be manifested in . prcigrarns such as Link2, which c.reates greater direct connectivity between key industry companies and university students Marquee city initiatives -EDC willwork to elevate specific city strategies/projects to a 78 Corridor wide level to increase collaboration and support between cities for projects that would provide benefit/impact across the corridor. *Specific research -EDC will recommend and execute specific research studies that would elevate the five cities ability to support key industries through quantifying industry size, identifying issues, and recommending actionable rneans of support. . · *Economic gardening -EDC would identify strategies and execute tactics to create an ecosystem conducive to entrepreneurial grovvth that lev~rages assets across the corridor. · , · Brand EXIlQ.SUr~ · . . . Expand brand exposure, like social media, newsletter output, etc. -EDC il.as already committed staff resources to these activities.and will continue to · develop/enhance the online presence of the lnnbvate78 brand. · *Additional brand exposure in other US Metros -EDC .will strateg.ically develop targeted exposure opportunities to increase brandvisibility in other major US metros. These metros will have synergies with the 78 Corridor that create an opportunity for attraction of companies and/or talent. Item 12; page 20 *Signage-With focuses shifting to brand visibility and adoption, EDC would pursue the creation of lnnovate78 signage along the corridor. *Protocol' items -EDC will work to develop strategic protocol gifts and giveaway items that would provide a long term, effective representation of lnnovate78. ;;Marquee event -In partnership with the five cities and 78 Corridor . business/economic development organizations, EDC will execute a branded marquee event. . '. (Note: ·• indicates items outlined in Additional Services section of this document.) Additional Services Some tactics listed above and notated with an asterisk are outside the contract scope of work and may require funding through an additional services agreement. EDC proposes funding for additional services. which amounts to of $65,000/year ($13,000 per city, per year). The additional services breakdown model forecast (subject to change) may be: Website Maintenance and Hosting $5,000 Site maintenance and incremental updates Videography $10,000 Continued production of company videos and for regional promotion Promotion(s) in other US Metros $10,000 Events or promotions to take place in other cities or college campuses to draw attention to the 78 Corridor that could lead to.attraction of companies and/or talent Can be co-sponsored by 78 corridor companies to increase impact, without increasing cost Economic Research Funding · $10,000 A1~nual economic:: impact study of a key 78 Corridor industry, such as ICT Collateral/Item Development $5,000 Further prornotional material and/or updates to hard creative, protocol Items, or sigh age to increase. visibility and exposure to the brand Event Sponsorships/Costs · $10,000 Sponsorships or hosting of particular regional or external events that will afford tile opportunity to promote the initiative with a targeted audience Economic Gardening · · . $5,000 Costs related to implementation ofentrepreneur support strategies, . such as sponsoring the formation of an lnnovate78 entrepreneur network Contracted Services** $10,000 , Based on the expertise and demonstrated busine!3s connectedness of other orgariizations along the 78 Corridor, EDC may sub~contract certain measurable tactics that would greatly increase brand exposure in the business community and engage the other organization in such a way that promotes greater synergy and positive impact on 78 Corridor key industries. '*Payments to a subcontracted organization based on measurable performance, such as hosting 4 industry roundtables, co-hosting marquee event, conducting outlook surveys of 100 businesses in key industries: Any sub-contractor agreement would be agreed upon by the North County Economic Development Co/laborativeprior to entering any contract. Total: $65,000 Item 12; page 21 Attachment C San Diego E~onomic Development Corporation Personnel • Matthew Sanford I Director, Economic Development • Bree Burris 1 Communications Coordinator • Sean Barr 1 Senior Vice President, Economic Development • Sarah Lubeck 1 Manager, Communications • Kirby Brady 1 Director, Research • ,!esse Gipe j Manager, Economic Development Item 12; page 22 AMENDMENT NO. 2 TO AGREEMENT FOR NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE MODEL SERVICES SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION endr;nent No. 2 is entered into and effective as of the ~ day of ~---::--:--:3'""""'..w.a."¥-----' 2015, amending the agreement dated June 24, 2014 (the een the City of Carlsbad, a municipal corporation, ("City"), and San Diego Reg· nal E ono ic Development Corporation, ("Contractor") (collectively, the "Parties") for North ou Economic Development Collaborative Model Services for the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista ("North County Cities"). RECITALS A. On February 18, 2015, the Parties executed Amendment No.1 to the Agreement for additional services 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 work to include year 2 work 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 supplemental 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 services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services 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 work described in Exhibit "A" by June 24, 2016. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1/30/13 1 Item 12; page 23 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 instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR tAA.I2..1<. ~EFe-L"t"\"', pg_es,oaJT f Ct:. 0 (print name/title) · By: (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney City Attorney Approved Version 1/30/13 2 Item 12; page 24 @cORRIDOR EXHIBIT "A" SCOPE OF SERVICES AND FEE lnnovate78 Year 2 (FY16) Amendment2 Other Services Proposal Website Services Phase 2 Development includes increased functionality like blog functionality, Press section, 78 corridor news section, industry profiles, fast facts, etc. Site maintenance and incremental updates Videography Production of two company videos and one regional promotion Multi-market Promotions Events or promotions to take place in other cities or on college campuses to draw attention to the 78 Corridor. As an example, funding a promotion on the campus of MIT, directing students to fnnovate78.com Program Hard Costs Funding for costs associated with events or programs, such as catering, printing collateral, signage, etc. Economic Research Funding 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 Further promotional material and/or updates to hard creative or signage to maintain a fresh and up-to-date materials Event Sponsorships Sponsorships for particular regional or external events that will afford the opportunity to promote the initiative with a broad and targeted audience Total: Carlsbad • Escondido • Oceanside • San Marcos • Vista 15,000 8,750 6,000 10,000 15,000 2,500 10,000 2,500 $65,000 Item 12; page 25 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 1'6--fh day of f~Y'VCA.JI"',Y , 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 on a pro rata basis for each of the 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) Item 12; page 26 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 municipal corporation By~ Dateo ~~~ ¥/ /5 ~ City Manager · Kathryn B. Dodson ATTEST: APPROVED AS TO FORM: City Attorney By: ~ Date: 2--t/--IS ~/zffr~ San Diego Regional Economic Development Corporation, a non-profit from San Diego, CA By:~ Date: Sigry£ture Title cr ( By~~Jlk Date: Signature Title Item 12; page 27 EXHIBIT "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. Item 12; page 28 EXHIBIT "B" FEES FOR ADDITIONAL SERVICES 1. Website construction and design 2. Social media integration 3. SEO 4. PPT template and letterhead creation 5. Brochure/handouts 6. Videography for web promotion 7. Program hard cost (roundtables, venues, etc.) 8. Communications and Public Relations Total $30,000 $2,500 $2,500 $2,500 $5,000 $10,000 $2,500 $5,000 $60,000 Item 12; page 29 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.J,--;)4, 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 Carlsbad 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. Item 12; page 30 NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City of Carlsbad 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 Carlsbad 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 Carlsbad or another City to take timely actions described in the Scope of Work which are predicates to EDC's performance. EDC's work shall conform to all applicable statutes, laws, regulations, and professional standards for such work. 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 performing all of the Services in the manner set forth in Payment for Services, attached hereto as Exhibit B and incorporated herein by this reference. (b) Additional Services: In procuring this contract, 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 Carlsbad and upon receiving that notice, the City of Carlsbad will consult with the remaining North County Cities to determine if the Cities unanimously wish to have the City of Carlsbad engage EDC to perform that additional work, or other supplemental work ("Additional Work"). If the North County Cities determine that the City of Carlsbad should engage EDC to perform the Additional Work, the City of Carlsbad 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 Item 12; page 31 4. Manager, Economic Development 5. Manager, Economic Development 6. Coordinator, Economic Development (d) Billing; Expenses: EDC shall bill the City of Carlsbad 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 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. 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 terminated as described in subparagraph (b) below. (b) The City of Carlsbad 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 Carlsbad, 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 termination date. In the event of termination, EDC shall be paid for completed work performed prior to the termination date. The City of Carlsbad shall make the final determination as to the portion of tasks completed and the proportionate compensation to be made. 4. ASSIGNMENT AND SUBCONSUL TING (a) EDC shall not assign this contract, any part thereof, or any compensation due thereunder without the prior written consent of the City of Carlsbad. (b) EDC shall be fully responsible to the City of Carlsbad 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 work to be performed 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 Item 12; page 32 contractual relationship between the City of Carlsbad 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 Carlsbad. (c) All terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 5. COOPERATION OF CITY With respect to the City of Carlsbad and its territory, the City of Carlsbad agrees to cooperate with EDC so it can satisfactorily perform the Services. Such cooperation shall include 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 performance 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 Carlsbad shall have no further responsibility in providing Individual City Support for that North County City. It may be necessary for the City of Carlsbad 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, Works developed for the City of Carlsbad 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 Carlsbad 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 4 Item 12; page 33 code, fixes, patches, updates, upgrades, documentation embedded or otherwise, original copy, and other production materials. EDC shall be responsible for delivering all Works to the City of Carlsbad no later than fifteen (15) working days from the date of final Agreement deliverables. (b) Work 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 (Works) shall constitute a work for hire as that term is defined in the Copyright Act of 1976 (Act), as amended. As a result, all right, title and interest in and to all such Works shall belong exclusively, jointly and equally to the City of Carlsbad 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 Carlsbad and North County Cities, all title, rights and interest in and to said Work, including all copyrights and other intellectual property rights. EDC further agrees to execute and deliver to the City of Carlsbad and all North County Cities a confirmatory grant and assignment of all rights in and to Works and to execute any other proper document the City of Carlsbad and North County Cities deems necessary to ensure the complete and effective transfer of all rights in Works to the City of Carlsbad. EDC shall register all copyrightable Works (including Logo(s) developed) with the United States Copyright Office. The Certificate of Registration shall vest equally in the names of all North County Cities. 7. INDEMNIFICATION AND INSURANCE (a) During all phases of this Agreement, EDC agrees to defend, indemnify and save harmless City of Carlsbad, each North County City, and each of their officials, employees (collectively, "lndemnitees") from and against any and all claims, demands, losses, defense costs (including attorneys' fees), or liability of any kind or nature which the lndemnitees 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 performance 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 Item 12; page 34 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) Workers' 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 Carlsbad". (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 Carlsbad". (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 formation 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, otherwise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, EDC warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political Reform Act and that to the 6 Item 12; page 35 best of EDC's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Reform 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 Carlsbad. 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 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: To City: 10. MISCELLANEOUS Lauree Sahba Chief Operating Officer San Diego Regional Economic Development Corporation 530 8 Street, ih Floor San Diego, CA Christina Vincent Economic Development Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 (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. 7 Item 12; page 36 (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, term or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach or of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect to any existing or subsequent breach. (f) 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. 8 Item 12; page 37 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of Carlsbad, California, a chartered munjcipal corporation By:~ ~~teve Sarkozy, City Manager ATIEST: Barbara Engleson, City Clerk APPROVED AS TO FORM: Celia Brewer, City Attorney By: (2t&-a~ .. RISK MANAGEMENT REVIEW: £ 0 6, A-R .& c , Risk Manager 9 San Diego Regional Economic Development Corporation, a non-profit from San Diego, CA By:~~ Signa re ,. Item 12; page 38 EXHIBIT A SCOPE OF WORK The five North County cities of Carlsbad, 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 Work". 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 Item 12; page 39 e. After the approach for implementation is established, EDC will provide report on their performance related to the Annual Program of Work 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). 3. EDC will lead and assist in business retention and recruitment in the North County area. a. EDC's full economic development team will work 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 I 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 Item 12; page 40 EXHIBIT B PAYMENT FOR SERVICES EDC will invoice the City of Carlsbad 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 Item 12; page 41 State of California County of SAtJ Pft=£..0 on v vtle ?. 2-0I'f- ACKNOWLEDGMENT before me, ZOL..A F-~f'IUJ; 'J-./'0#1-;f!-Y f'VBLlC. (insert name and title of the officer) ' personally appeared M~ ~~iY 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. p.t;: /IGP-EEME"JVT f!£1WEEJ..J cny OF CARL~J3A-'() ,4Nl> SAtJ /)j~() ~totJAL t/:.bffotntc ~M&aJT" CcP-f'V/!A-17oN Fo!< No,k:rft Ccrlf..ITY Eb M b WITNESS my hand and official seal. C 0 El... (Seal) Item 12; page 42 ACKNOWLEDGMENT State of California County of l3 A-N Dl Eb u before me, Zot...A F-CAg.f/:70, Nb7ftf<-y !Vf>l-rc (insert name and title of the officer) personally appeared UltNtGe 'P· ~vi IJ 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. ~-· ~l:N1 13E7Wa:N crry OF tAI<I-S.BAb Af.J]) i.5:,W <btt=t:.D Jilt:C,toliA-L g.oiJDMfc. Ot::VFf...of'~ Co~i/ON FoR. ;v: a;vNTy q;,c }VIot:JEL WITNESS my hand and official seal. (Seal) Item 12; page 43 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE(MMIOONYYY} ~-06/05/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER I ~~~~~CT Marsh & McLennan Agency-SBS, i rugN~o Exti:RRR -sq1 -1 qs4 IF~ Not ?1 l"l .7-:>7-">SR4 a service of Seabury and Smith, Inc. E·MAIL 9830 Colonnade Boulevard, Suite 400 ADDRESS: PO Box 659520 INSURERJ§J_ AFFORDING COVERAGE NAIC# San Antonio, TX 78265-9520 INSURER A: SENTINEL INSURANCE CO 11000 ~~~~~mic Development Corporation of San INSURER B: HARTFORD CASUALTY INS CO Diego County dba San Diego Regional INSURER C: HARTFORD FIRE INSURANCE co Economic Development Corporation INSURER D: FEDERAL INSURANCE CO 530 B Street, Suite 700 San Diego, CA 92101 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT INITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLIOES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SUBR INSR TYPE OF INSURANCE ~~~i lr~WvWYl ll~lfoYvWYl LIMITS LTR WVD POLICY NUMBER A GENERAL LIABILITY 54UUNUQ9694 05/01/2014 5/01/2015 EACH OCCURRENCE $1 000 000 f--~~~~~~~E~~~~ncel ~ DMERCIAL GENERAL LIABILITY $300 000 1----CLAIMS-MADE W OCCUR MED EXP (Any one person) $10 000 f-X EBL ~laims Made PERSONAL & ADV INJURY $1 000 000 1----GENERAL AGGREGATE $2,000,000 ~'L AGG~EnE ~~~An PER: PRODUCTS-COMP/OP AGG $2,000,000 X POLICY JECT LOG Employee Benefits $1,000,000 A AUTOMOBILE LIABILITY 54UUNUQ9694 05/01/2014 ~5/01/2015 I ~~~~~~~SINGLE LIMIT $1,000,000 1---- ANY AUTO BOOIL Y INJURY (Per person) $ 1----ALLO\MIIED .-SCHEDULED BODILY INJURY (Per accident) $ f--x AUTOS 'x AUTOS NON-0\MIIEO I ff..~~~~~~AMAGE $ 1----HIRED AUTOS r-AUTOS $ B ~-~ UMBRELLA LIAB HOCCUR 54RHUUQ9750 05/01/2014 p5!01/2015 EACH OCCURRENCE $1 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 OED I X IRETENTION$10,000 $ c WORKERS COMPENSATION 54WEIS3381 05/01/2014 05/01/2015 x I T~~:U~¥s I I OJ~-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORJPARTNERJEXECUTIVE ~ E. L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) EL. DISEASE-EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below D Director's & Officers/ 81643621 05/01/2014 05/01/2015 Combined Limit: 1,000,000 Employment Practices Liab Claims Made Policy D&O Retention: 1,000 RetroActive Date 09/23/1993 EPLI Retention: 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addnlonal Remarks Schedule, If more space Is required) The City of Carlsbad, Community and Economic Oevelobment Department its officials, employees and volunteers are listed as Additional Insureds on General Liability and Automo ile Liability as required by written contract. Coverage is Primary and Non-Contributory and Waiver of Subrogation applies as their interest may appear as required by written contract. CERTIFICATE HOLDER City of Carlsbad Community and Economic 1635 Farada~ Avenue Carlsbad, C 92008 I ACORD 25 (2010/05) DS#4 7 56278 9 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Development Department AUTHOR~ ~.:;~TATIVI; 1/}f<~ ..,.-rv-· @ 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Item 12; page 44 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: C,\tw\StVla \J\Vl~± I t0) (§CmlOMi v DR.Nelo~f) (ojt&/tf (Name and Department) (Date) ~W7tt~. f\of-\-Vl Ci>ul'\+vj t:CoVID~ic-Devtl.opm.mr Proposed modi:fication(S) to the UoJ?ilit1 requirement(s) for C.OLla.,bonvfive.-rnoJel (Type ofinsur ce) (Name of contract) D Reduce coverage to the amount of: =------ Hwaive coverage Oother: ----------------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Approved by Risk Manager for this contract only: (Signature) H:\ WORD\Insunmce\Admin Order #68.doc 06/15/2006 6--~~-ly' (Date) 27 Item 12; page 45 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 Exhibit 2 Corporation (EDC) have negotiated arid 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 Item 12; page 46 Sixty-Five Thousand Dollars ($65,000.00) over the term of the 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 Carlsbad a sum equal to ThirteenThousand Dollars ($13,000), representing one-fifth of the Supplemental Cost and in accordance with the provisions of the 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. ATTEST: ATTEST: Barbara Engleson, City Clerk Diane Halverson, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Celia A. Brewer, City Attorney Jeffrey R. Epp, City Attorney (Signatures continued on next page.) 2 Item 12; page 47 CITY OF OCEANSIDE CITY OF SAN MARCOS ~.,.;ity Manager ATTEST: ATTEST: Zack Beck·, City Clerk Phillip Scollick, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: John Mullen, City Attorney /'\ #;,./)"'\ , I j l } By· J-L~ 1 !···~~··~'"····" ·~-~-------------------{ ./ '--? V ~ Helen Holmes Peak, City Attorney CITY OF VISTA, By: PATRICK JOHN 3 Item 12; page 48 Document No. l5-D0165-4 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 ('!}grch Ql.S , 2015 adding to the Memorandum of Understanding ( "MOU") dated June 10, 2014, 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, 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: social media integration, search engine optimization, print materials and videography as well as additional public relations services; 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 Thousand Dollars ($60,000) ("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 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 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 of the Amendment to EDC Services Agreement 1 Item 12; page 49 2. Upon execution of this MOU Addendum by each North County City, within ten (1 0) days thereafter, each North County City shall transfer to the City of Carlsbad a sum equal to Twelve Thousand Dollars ($12,000), representing one-fifth of the Supplemental Cost and in accordance with the provisions of the MOU. 3. All other provisions of the MOU will remain in full force and effect. IN WITNESS WHERE:OF, the parties hereto have executed this Assignment on the date first above written. CITY OF CARLSBAD ATTEST: Barbara Engleson, City Clerk APPROVED AS TO FORM: Celia A Brewer, City Attorney (Signatures continued on next page.) 2 CITY OF ESCONDIDO By:.~~~-----------------­ CL Y P LLIPS, City Manager ATTEST: Diane Halverson, City Clerk APPROVED AS TO FORM: Jeffrey R Epp, City Attorney /,./-} . ( llfil_~ By'Yf~'~ Item 12; page 50 CITY OF OCEANSIDE // . /;)''{f· :: ·' r · By: A. 'l/ tf /./>,/ t/ MICHEL{E sf<AtdS LAWRENCE, Interim City Manager ATTEST: Zack Beck, City Clerk APPROVED AS TO FORM: John Mullen, City Att'9rney / CITY OF VISTA, By:f?~ PATRICK JOHN N, City Manager ATTEST: Marci Killian, City Clerk APPROVED AS TO FORM: Darold Pieper, City Attorney By: CITY OF SAN MARCO~ ATTEST: Phillip ScoiJick, City Clerk APPROVED AS TO FORM: Helen Holmes Peak, City Attorney 3 Item 12; page 51 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 _lQ_, 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 econom1c 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 terms 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 __!_Q_, 2014, which will become effective upon the complete execution of this MOU by each of the five Cities. Performance of the EDC Services Agreement is intended to result in the production of a North County Economic Development Collaborative Model as mare 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 1 Item 12; page 52 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 Services Agreement, the City of Carlsbad wilf, 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 if the 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 successfuHy compiete the North County Economic DevelopmentColiaborative 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 government, 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 development of the North County Economic Development Collaborative Model 1n the manner described in the Scope of Work. 3. Payments for Funding the EDC Services Agreement (A) To fund the EDC Services 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 Services Agreement. (B) Should it be determined that a change in the Scope of Work is advisable which will requrre 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 services which are available ("Additional Services") and the price for those services ("Supplemental Cost"). With that notice, the City of Carlsbad will provide the North County Cities with a 2 Item 12; page 53 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 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 of the Supplemental Cost; and (2) the City of Carlsbad will execute the Services Agreement Addendum. (C) Following the completion or termination of the EDC Services Agreement, the City of Carlsbad 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 Carlsbad and the North County Cities. The North County Cities acknowledge that each, as an owner of a trademark, will responsible to poiice infringing uses of its trademark. If the North County Cities do not enforce its trademark rights or otherwise fail to maintain quality control over the trademark (i.e. a naked license), trademark rights may be lost. This is also true regarding the responsibility to police infringing uses of their copyrights. The North County Cities agree that they will reasonably police their intellectual property rights and promptly take reasonable steps to prevent infringing and unauthorized use of their trademarks and copyrights. Upon learning of a potential infringement or unauthorized use, the North County Cities shall meet, discuss and select an appropriate course of action to reasonably prevent infringement or unauthorized use of their intellectual property rights. 5. MISCELLANEOUS (A) The terms 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. 3 Item 12; page 54 (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 By PatvJ~ PATRICK J NSON, C1ty Manager ATTEST: Marci Kilian, City Clerk By:Lrvr'Fv\~ti£~ifu---) APPROVED AS TO FORM: Darold Pieper, City Attorney By:_~----"""""'---- (Signatures continued on next page.) 4 CITY OF ESCONDIDO ?~ By:C6 e~~- CLA Y PHILLIPS, City Manager ATIEST: Diane Halverson, City Clerk APPROVED AS TO FORM: Jeffrey R. Epp, City Attorney By:_--4/--- Item 12; page 55 CITY OF OCEANSIDE ATTEST: {1ach Beck, City Clerk APPROVED AS TO FORM: John Mullen, City Attorney CITY OF CARLSBAD ~~ By: ----- f<:R__ STEVE SARKOZY, City Manager Kathryn B. Dodson ATTEST: Barbara Engleson, City Clerk APPROVED AS TO FORM: CITY OF SAN MARCOS ATTEST: Phillip Scollick, City Clerk By~ APPROVED AS TO FORM: Helen Holmes Peak, City Attorney By~~ J 5 Item 12; page 56 Kevin Pointer May 12, 2015 Innovate 78 Economic Development Initiative Item 12; page 57 Background •Carlsbad manages the five cities effort •Contract in place with San Diego Regional EDC •Term ends June 24, 2016 Item 12; page 58 Innovate 78 Initiative •Recommended new two year MOU •2016-2017—$38,000 per city •2017-2018—$38,000 per city •Carlsbad’s two year commitment: $76,000 Item 12; page 59 Questions? Item 12; page 60 Background •Five cities Memorandum of Understanding •Year 1—$35,000 per city –$23,000 + $12,000 (added services) •Year 2—$36,000 per city –$23,000 + $13,000 (added services) Item 12; page 61 UPDATE May 2016 THE COLLABORATIVE CULTURE OF THE 78 CORRIDOR - Item 12; page 62 Innovate78 is the collaborative outcome of five cities coming together with a shared vision to boost economic prosperity along the 78 Corridor. From tech startups to life sciences and communications, North County is the place where innovation and lifestyle collide. Here, in the five forward-thinking communities that comprise the 78 Corridor, creative leaders are gathering to continue this momentum of innovation and success. Together, we represent Innovate78, a hub of innovation that is driving talent and creative capital to the 78 Corridor. Item 12; page 63 BUSINESS RETENTION, EXPANSION, ATTRACTION TALENT ATTRACTION UN IVERSITY/1 N DUSTRY ALIGNMENT Item 12; page 64 WHAT WE’VE DONE THE COLLABORATIVE CULTURE OF THE 78 CORRIDOR Item 12; page 65 BRANDING INNOVATE78.COM SOCIAL MEDIA HARD COLLATERAL ONE VOICE VIDEO CONTENT Item 12; page 66 BRANDING INNOVATE78.COM 24.5k views SOCIAL MEDIA 17k twitter impressions 3k facebook impressions HARD COLLATERAL marketing 78 Corridor as 1 region ONE VOICE 15+ local media impressions VIDEO CONTENT local businesses telling their story Item 12; page 67 ECONOMIC DEVELOPMENT KEY INDUSTRY ROUNDTABLES DIRECT COMPANY SUPPORT RFI RESPONSE PACKET COMMON TOOLS PARTNER ENGAGEMENT Item 12; page 68 ECONOMIC DEVELOPMENT KEY INDUSTRY ROUNDTABLES 3 key industry roundtables DIRECT COMPANY SUPPORT 145+ companies, 11,250+ employees RFI RESPONSE PACKET 6 attraction projects COMMON TOOLS streamlined permitting, data dashboard PARTNER ENGAGEMENT chambers of commerce trade organizations north edc Item 12; page 69 WHAT’S NEXT? THE COLLABORATIVE CULTURE OF THE 78 CORRIDOR Item 12; page 70