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
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CONTINUED TO DATE SPECIFIC
CONTINUED TO DATE UNKNOWN
RETURNED TO STAFF
OTHER-SEE MINUTES
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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
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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
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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.
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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.
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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
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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
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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.
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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~
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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