Loading...
HomeMy WebLinkAbout2019-05-21; City Council; ; AN MOU to Continue Implementation of the Innovate 78 Economic Development Initiative and an Agreement with the San Diego Regional Economic Development Corporation for ImpMeeting Date: To: From: Staff Contact: Subject: May 21, 2019 Mayor and City Council Scott Chadwick, City Manager Christie Marcella, Economic Development Manager Christie.Marcella@carlsbadca.gov or 760-602-2732 CA Review tJJV A Memorandum of Understanding to Continue Implementation of the Innovate 78 Economic Development Initiative and an Agreement with the San Diego Regional Economic Development Corporation for Implementation Services for the lnnovate78 Initiative Recommended Action Adopt a Resolution approving a Memorandum of Understanding (MOU) among the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (78 Corridor Cities) for the purposes of continuing implementation of the Innovate 78 economic development initiative and authorizing the Mayor to execute an Agreement with the San Diego Regional Economic Development Corporation (EDC) for implementation services for the lnnovate78 Initiative on behalf of the 78 Corridor Cities. Executive Summary The lnnovate78 economic development initiative was launched in 2014 as a collaborative model among the 78 Corridor Cities to work cooperatively in support of a robust north county regional economy. Through Innovate 78, the city's Economic Development Division staff have worked with the 78 Corridor partner cities to implement comprehensive economic development strategies focused on business retention and expansion, talent pipeline development, strategic marketing of the lnnovate78 brand, and expanding the region's entrepreneurial ecosystem. The 78 Corridor Cities recognize that the region can better position itself to attract talent, investment, and companies by working together instead of competing with one another. Since the collaborative's inception in 2014, the EDC has executed the lnnovate78 initiative on behalf of the 78 Corridor Cities. In accordance with municipal management best practices, after five years with the same consultant executing the lnnovate78 initiative, economic development staff at all five of the 78 Corridor Cities felt it was time to go back out to the market to ensure the cities were receiving the best value in procuring implementation services for an initiative that has moved from its infancy to a more mature and robust program. After careful evaluation, interviews and analysis, the 78 Corridor Cities wish to continue to contract with the EDC to execute services in support of the lnnovate78 initiative. The initial agreement will be for a term of two years. The scope of services outlined will be for resource support and reimbursable expenses in an amount not to exceed $190,000 annually, to be shared equally among all five cities for an individual city contribution of $38,000 each year. The 78 Corridor Cities may, based May 21, 2019 Item #3 Page 1 of 26 on satisfactory performance, approve an additional two-year extension with a supplemental scope of work at the end of the two-year agreement currently under consideration. The 78 Corridor Cities continue to belie,ve this strategy to contract with a partner economic development organization is the most effective means of executing a regional economic development platform that takes into account needs across the 78 Corridor. Discussion The Economic Development Division focuses on three key areas to support the city's business community: business retention and expansion (BRE), talent attraction through our Life in Action® brand and leveraging partnerships that will help our companies grow and find value as part of Carlsbad's community. An important partnership of the city's economic development work is the lnnovate78 initiative. Through Innovate 78, the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista work together to ensure that companies see value in locating their business along the 78 Corridor. Through this initiative, businesses can access the following resources: • Data and information about the 78 Corridor Cities through the lnnovate78 branded website and social media • Connections to higher education through efforts like manufacturing roundtables and events with higher education institutions • Assistance in applying for state funding and incentive programs like the Cal Competes tax credit • Economic development staff at any of the five 78 Corridor Cities when contemplating moving based on expansion or contraction needs • Access to regional programs like MetroConnect and DivX run by the EDC • Growth in the startup community in north county thanks in part to the California Association for Local Economic Development (CALED) award winning Startup78 program, bringing together the startup community along the 78 Corridor multiple times a year The Carlsbad community has achieved many successes through this initiative. As part of the lnnovate78 initiative, EDC holds workshops in north county with assistance from the state's office of economic development (GO-Biz) and helps companies apply for the program with one- on-one assistance from EDC staff. Through lnnovate78, in April 2019 alone, two Carlsbad companies were respectively awarded $4 million and $1.75 million tax credit agreements with the state that will help them generate 192 new jobs and grow their locations in Carlsbad. Companies like Fluidra, who outgrew their space in Vista, were able to find new homes in some of Carlsbad's newer commercial and industrial developments in business parks like Carlsbad Oaks North and Bressi Ranch. Moving from Vista to Carlsbad offers minimal impact to those employees, suppliers and vendors, since our business parks are adjacent to one another. Lastly, through efforts on inclusive growth being led by the EDC, economic development staff are partnering with the San Diego Workforce Partnership, Vista Unified School District and local tech leaders in Carlsbad to test a pilot program to provide an entrepreneurial six-week bootcamp to youth as an internship for low and moderate-income groups or underrepresented groups in entrepreneurship. May 21, 2019 Item #3 Page 2 of 26 After five years with EDC executing the lnnovate78 initiative, the economic development staff of all the 78 Corridor Cities felt it would be in alignment with best practices to release a Request for Proposals to solicit any new interest in providing implementation services for the initiative. The 78 Corridor Cities also felt that since the initiative had moved from infancy to a more mature program, it would be an opportune time to solicit any other creative strategies in pursuing the goals of Innovate 78. In November 2018, the City of Carlsbad released a Request for Proposals (RFP) and received seven responses. Of the seven responses, economic development staff from all five 78 Corridor Cities interviewed the top four respondents. Based on those interviews, the 78 Corridor Cities wish to continue working with the EDC to execute the lnnovate78 economic development initiative. The EDC brings a unique combination of marketing and tactical work that no other respondent could provide. The organization also has strong relationships with businesses in the entire San Diego region, including along the 78 Corridor, and support the execution of strategies based on a strong foundation of research and data. Having gone through a competitive solicitation process, the 78 Corridor Cities desire to execute a two-year agreement (Attachment B to Exhibit 1) to ensure appropriate time to execute the goals of expanding recognition of the lnnovate78 brand, business retention, attraction and expansion efforts, and continued support of our Startup78 program, which was recently recognized with an Award of Merit at the 2019 CALED Conference of California Economic Developers. There is an option to extend the agreement for an additional two-year period should the EDC perform in a manner satisfactory to the 78 Corridor Cities. Each of the 78 Corridor Cities will pay one-fifth of the agreement's cost ($38,000 per city per year) with the total contract amounting to $190,000 annually. This amount is the same amount as the City of Carlsbad and each of the 78 Corridor Cities has paid for the contract agreement for the past three years. Fiscal Analysis Funding for this agreement will be appropriated from the Community and Economic Development Department operating budget. Because City of Carlsbad staff is administering the agreement, the full contract amount for $190,000 will be budgeted within the city's budget with reimbursement from the other 78 Corridor Cities for their fair share. The department has sufficient funds in the current operating year to appropriate the contract amount for the first year. While the agreement term is for two years, the Economic Development Division budgets funds for the city's portion of the contract annually for this initiative. An al location request for the second year of the contract in an amount of $190,000 will be requested as part of the FY 2020- 21 budget process. The City of Carlsbad will bill each of the 78 Corridor Cities for their portion of the contract amount annually on July 1 while the agreement is in effect. Next Steps The remaining four 78 Corridor Cities will forward the MOU to their respective City Councils, authorizing the City of Carlsbad to execute and administer the agreement with EDC on behalf of all the 78 Corridor Cities. May 21, 2019 Item #3 Page 3 of 26 When the agreement is fully executed, the EDC in coordination with the 78 Corridor Cities will work to execute the scope of work detailed in the agreement (Attachment B to Exhibit 1) to include the following on behalf of the Innovate 78 initiative: • Elevating the lnnovate78 Brand • Supporting Business Expansion, Attraction, and Retention • Expanding the Entrepreneurial Ecosystem (Startup78) • Providing Clear Data and Research Environmental Evaluation {CEQA) 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. Public Notification This item was noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least 72 hours prior to the scheduled meeting date. Exhibits 1. City Council Resolution May 21, 2019 Item #3 Page 4 of 26 RESOLUTION NO. 2019-068 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A MEMORANDUM OF UNDERSTANDING AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR THE PURPOSES OF CONTINUING TO IMPLEMENT THE INNOVATE 78 ECONOMIC DEVELOPMENT INITIATIVE AND APPROVING AN AGREEMENT WITH THE SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION IN AN AMOUNT NOT TO EXCEED $190,000 PER AGREEMENT YEAR EXHIBIT 1 WHEREAS, collaboration with the cities of 78 Corridor is recognized as a strong strategy to promote business expansion, attraction, and retention and workforce development in the region, and is in line with the economic development goals of the City of Carlsbad; and WHEREAS, since June 2014 the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (78 Corridor Cities) have agreed to participate in an economic development collaborative model called Innovate 78 to promote economic development opportunities along the 78 Corridor through a Memorandum of Understanding (MOU); and WHEREAS, the Innovate 78 economic collaborative model has achieved great success in supporting hundreds of companies, impacting thousands of jobs, and promoting partnerships and providing resources for the North County business community; and WHEREAS, in November 2018, to continue the work of the Innovate 78 economic development initiative and in accordance with best municipal procurement practices, the 78 Corridor Cities released a Request for Proposals for professional services to implement the lnnovate78 initiative, to which there were seven respondents; and WHEREAS, after evaluation and interviews, the 78 Corridor Cities wish to have the San Diego Regional Economic Development Corporation (EDC) continue their work implementing lnnovate78 on their behalf given the EDC's unique skills in marketing, research and tactical business capabilities; and WHEREAS the 78 Corridor Cities have designated the City of Carlsbad as contract administrator for the contract with the EDC for the required services as set forth in a MOU and contract and incorporated by this reference; and WHEREAS, in turn, each City will contribute an equal financial share of $38,000 per city per year for the EDC work effort, with the City of Carlsbad funds being appropriated from the Community and Economic Development Department operating budget with no additional appropriation required; and May 21, 2019 Item #3 Page 5 of 26 EXHIBIT 1 WHEREAS, the City Council desires at this time and deems it to be in the best public interest to approve said MOU and contract. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the City Council authorizes the Mayor to execute the Memorandum of Understanding (Attachment A to this Resolution) on behalf of the city for the purposes of continuing to implement the Innovate 78 Economic Development Initiative. 3. That the City Council authorizes the City Manager to execute the Agreement (Attachment B to this Resolution) with the San Diego Regional Economic Development Corporation for the lnnovate78 economic development collaborative model in an amount not to exceed $190,000 annually. 4. That each of the four other 78 Corridor Cities that are party to the MOU will contribute $38,000 per city per agreement year to the City of Carlsbad and that the City of Carlsbad's share shall also be $38,000 per agreement year. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 21st day of May 2019, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Schumacher. None. Hamilton. (SEAL) May 21, 2019 Item #3 Page 6 of 26 Document no. 19-D0310-l 05/22/2019 (22) Page 1 of 5 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 May 22nd , 2019 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 released Request for Proposals ("RFP") in November of 2018 to provide implementation and support services for the lnnovate78 economic development initiative on behalf of the five cities. Seven companies responded to the RFP and after careful evaluation and interviews, the Cities wish for San Diego Regional Economic Development Corporation ("EDC") to continue the work for the lnnovate78 initiative. B. The 78 Corridor 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 the EDC for the Innovate 78 Economic Development Initiative pursuant to a services agreement ("EDC Services Agreement"), which is 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 ("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, City of Escondido and City of San Marcos have effectively executed the first five years of the EDC Services Agreement on behalf of the 78 Corridor Cities. The 78 Corridor Cities want to execute a two-year agreement with an option to renew for an additional two- years or parts thereof as of June 30, 2019, which will become effective upon the complete execution of this MOU by each of the five Cities. The Two-Year Service Agreement with EDC will be managed by the City of Carlsbad. Performance of the EDC 1 May 21, 2019 Item #3 Page 7 of 26 Page 2 of 5 Services Agreement is intended to result in furthering the Innovate 78 Economic Development Initiative as described in Exhibit A. For that work, EDC will receive an annual total base contract amount of one hundred and ninety thousand dollars ($190,000), 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 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 within thirty days (30) days, 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 successfully carry out the scope of work for the Innovate 78 Economic Development Initiative, each 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 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. Term This MOU shall be effective as of the first date written above and shall continue in full force and effect unless sooner terminated as provided in Section 4 of this MOU, below. 4. Termination Should any City wish to terminate this MOU, the City desiring to terminate this MOU shall provide written notice of such intention of termination to the 78 Corridor Cities at least fifteen (15) days in advance of the termination date. Upon the expiration of the fifteen (15)-day notice period, each City's rights and obligations to the other City as set forth shall cease and be of no further force or effect. 2 May 21, 2019 Item #3 Page 8 of 26 Page 3 of 5 3. Payments for Funding the EDC Services Agreement (A) To fund the EDC Services Agreement, each City will allocate and pay to the City of Carlsbad on or before July 1 of each calendar year in which the agreement between EDC and the City of Carlsbad is in effect the sum of thirty-eight thousand ($38,000), representing one-fifth of the Contract Price ("City Contract Share"). The City of Carlsbad will hold the City Contribution for each City, including the City of San Marcos, 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 require additional funds beyond the base Contract Price as detailed in the Scope of Work, the City of Carlsbad 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 Carlsbad will provide the 78 Corridor Cities with a 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 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 City execute the MOU Addendum, then within ten (10) days thereafter: (1) each 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 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, will responsible to police infringing uses of its trademark. If the 78 Corridor 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 78 Corridor Cities agree that they will 3 May 21, 2019 Item #3 Page 9 of 26 Page 4 of 5 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 78 Corridor 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 and/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:™~ Patric!< Johnson, ~nager ATTEST: Kathy Valdez, City Clerk By: •/4~ l \r, M\,,'\:, \ c..- APPROVED AS. TO FORM: Darold Pieper, City Attorney (Signatures continue on next page). CITY OF ESCONDIDO = ATTEST: Zack Beck, City Clerk Michael R. McGuinness, City Attorney Q--+--....:_ By: __ ~----rc---------- 4 May 21, 2019 Item #3 Page 10 of 26 Page 5 of 5 CITY OF OCEANSIDE CITY OF SAN MARCOS ATTEST: ATTEST: Zeb Navarro, City Clerk Phillip Scollick, City Clerk By:012~ APPROVED AS TO FORM: APPROVED AS TO FORM: John Mullen, City Attorney Helen Holmes Peak, City Attorney ........ By:~~(}M_ I Cl By: _ __,,.___.£__ __ / ______ _ Scott Chadwick, City Manager ATTEST: Barbara Engleson, City Clerk ~ By:_--------+~~-----&!\< APPROVED AS TO FORM: Celia A. Brewer, City Attorney By: dulrl, 5 May 21, 2019 Item #3 Page 11 of 26 ATTACHMENT B AGREEMENT BETWEEN CITY OF CARLSBAD AND SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT CORPORATION FOR INNOVATE78 ECONOMIC DEVELOPMENT COLLABORATIVE MODEL THIS AGREEMENT is made and entered into on ~2019 by and between the City of Carlsbad, California, a chartered municipal c~n ("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 "78 Corridor Cities") are engaged in a collaborative economic development model that can be used by the 78 Corridor Cities in promoting economic development opportunities within the 78 Corridor region ("lnnovate78"). (B) The 78 Corridor 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 ninety thousand dollars ($190,000.00) each year for a total of three hundred eighty thousand dollars ($380,000) for two years. (C) In turn, pursuant to a Memorandum of Understanding, dated as of _, 2019, among the 78 Corridor Cities: (1) the City of Carlsbad has agreed to engage EDC to provide the services required for lnnovate78 pursuant to this Agreement; and (2) each City will pay to the City of Carlsbad a sum of thirty-eight thousand dollars ($38,000), 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 manage lnnovate78 on behalf of the 78 Corridor Cities. (F) EDC was selected through a competitive process because it is specially trained and possesses special skills, experience, and competency to perform the services and provide the advice needed to execute the scope of services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City of Carlsbad and EDC agree as follows: 1. SERVICES TO BE PROVIDED BY EDC; TIMELINE May 21, 2019 Item #3 Page 12 of 26 ATTACHMENT B 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 a timely manner, 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 ninety thousand dollars ($190,000) annually for a total of three hundred eighty thousand dollars ($380,000) over the two-year contract term 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 providing 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 78 Corridor 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 78 Corridor Cities unanimously 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 in which the scope of the Additional Work and the additional compensation to EDC shall be described and agreed upon, the additional cost shall be prorated equally among the 78 Corridor 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. Director, Economic Development 2. Manager, Economic Development 3. Director, Communications 4. Manager, Communications 5. Director, Research 2 May 21, 2019 Item #3 Page 13 of 26 (d) (e) ATTACHMENT B Billing; Expenses: EDC shall bill the City of Carlsbad for services on a time and materials basis rendered under this Agreement. Ceiling: In no event shall the City of Carlsbad be liable for more than the amounts set forth in Section 2(a), above. Any Additional Work or expenses greater than those expressed in Section 2(a), above, must be authorized in a written amendment to this Agreement and the amendment must be 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 a period of two (2) years with the option to renew the contract for an additional two-year period or parts thereof, 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) In the event EDC subcontracts any of the work to be performed under this contract, 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. EDC's responsibility for the work and actions of its sub-consultants shall be identical to EDC's own liability for acts and omissions of EDC and employees of EDC. Nothing contained in this Agreement shall create any contractual relationship between the City of Carlsbad and any sub-consultant of EDC, but EDC shall bind every sub-consultant, and every subsequent sub-consultant of a sub-consultant, by the 3 May 21, 2019 Item #3 Page 14 of 26 ATTACHMENT B terms of this Agreement 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 prior review and written 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 78 Corridor City other than the City of Carlsbad, the City of Carlsbad shall provide EDC with a contact person at that other 78 Corridor City which EDC can contact to receive the same support as the Individual City Support from that 78 Corridor City ("78 Corridor City Individual Support"). After that contact person is identified to EDC, the City of Carlsbad shall have no further responsibility in providing 78 Corridor City Individual Support for that 78 Corridor City. It may be necessary for the City of Carlsbad or a 78 Corridor 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 Section 6(b), below, Works, defined below, developed for the City of Carlsbad and 78 Corridor Cities in connection with this Agreement are the exclusive and joint property of the City of Carlsbad and the 78 Corridor 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 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 4 May 21, 2019 Item #3 Page 15 of 26 ATTACHMENT B 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 78 Corridor 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 78 Corridor 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 78 Corridor 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 78 Corridor 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 78 Corridor Cities. 7. INDEMNIFICATION AND INSURANCE (a) During all phases of this Agreement, EDC agrees to defend, indemnify and save harmless City of Carlsbad, each 78 Corridor City, and each of their officials, employees and/or agents (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 the City of Carlsbad or a 78 Corridor City. (b) Without limiting, EDC's indemnification, it is agreed that EDC shall maintain in force at all times during the performance of this Agreement the following policy or policies of insurance covering its operations: 5 May 21, 2019 Item #3 Page 16 of 26 ATTACHMENT B (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 78 Corridor 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 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 6 May 21, 2019 Item #3 Page 17 of 26 ATTACHMENT B 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. During the pendency of this Agreement, EDC shall have a continuing duty to monitor and report to the City of Carlsbad and changed circumstances which may result in a conflict of interest under the Political Reform Act. 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 Development Corporation 530 B Street, 7th Floor San Diego, CA Christie Marcella Economic 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 and/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 May 21, 2019 Item #3 Page 18 of 26 ATTACHMENT B (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 or any 78 Corridor 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 May 21, 2019 Item #3 Page 19 of 26 ATTACHMENT B IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of Carlsbad, California, a chartered municipal corporation ATTEST: Barbara Engleson, City Clerk By~r APPROVED AS TO FORM: ::liaX>JI(711~ RISK MANAGEMENT REVIEW: _____ , Risk Manager By:------------- 9 San Diego Regional Economic Development Corporatio'"n, a non-profit from San Dieg~, CA t' rlr " By: ___ __._/_v_"_V_ ~------ Signature Title By: 1.--~ Sign~ Title May 21, 2019 Item #3 Page 20 of 26 EXHIBIT A SCOPE OF WORK ATTACHMENT B In executing the scope of work proposed below, EDC commits to working progressively with city staff to ensure continuing relevance and flexibility to current and future economic conditions. In doing so, and with the approval of city staff, EDC may pivot or adjust tactics proposed below to ensure alignment with the overall lnnovate78 Strategy. GOAL lnnovate78 will establish the 78 Corridor as an ideal place to grow a business or career. EDC's initial deliverable will be to conduct a facilitated strategy setting process at the onset of the contract to evaluate the value of current programs, develop an overarching strategy for the future of lnnovate78, and establish/prioritize tactics that align with that strategy and goal. To ensure the north county "voice" is captured, EDC will solicit a third party facilitator approved by the 78 Corridor Cities with a detailed knowledge and expertise of north county. ELEVATING THE INNOVATE78 BRAND EDC will continue to market and promote the region as a competitive place for firms and talent, with a particular focus on promoting the 78 Corridor as a hub for startup activity. To ensure that EDC further elevates the 78 Corridor as the right place for business, through its marketing channels, EDC will: a. Develop a Strategic Messaging Document b. Manage lnnovate78's social media presence c. Host, maintain, and update lnnovate78.com and its blog d. Send a monthly e-newsletter e. Recommend strategic sponsorship opportunities SUPPORTING BUSINESS EXPANSION, ATTRACTION, AND RETENTION The mission of EDC is to maximize the region's economic prosperity. Along the 78 Corridor, EDC will maintain a focus on supporting innovation and manufacturing firms due to their clear economic and employment impact. Because the most prominent challenge for many businesses is often finding quality talent, EDC will always approach business support with a goal to bolster an appropriate talent pipeline. In this area, EDC will: a. Identify and develop a strategic attraction campaign targeting external markets based on research conducted of relevant markets b. Host a series of manufacturing workshops to drive solutions to operating challenges c. Organize an lnnovate78 Business Council EXPANDING THE ENTREPRENEURIAL ECOSYSTEM (STARTUP78) Through lnnovate78, EDC has galvanized a growing community of entrepreneurs, investors, and support services along the 78 Corridor to create sustainable 10 May 21, 2019 Item #3 Page 21 of 26 ATTACHMENT B entrepreneurship support infrastructure for North County. The Startup78 initiative will help foster entrepreneurship and the greater startup ecosystem along the 78 Corridor. To ensure a successful outcome, EDC will: a. Host calls every other week with north county startup stakeholders b. Host Quarterly Startup78 meetups c. Host Startup Day in North County. d. Facilitate curated dinner discussions e. Create a network between the co-working spaces PROVIDING CLEAR DATA AND RESEARCH EDC takes a data-driven approach to its work. Research informs trends, highlights challenges, and quantifies regional industry growth. EDC will conduct specific research on the 78 Corridor to understand key trends affecting North County. To further the research agenda along the 78 Corridor, EDC will: a. Maintain an Economic Dashboard for the 78 Corridor b. Work with the 78 Corridor Cities to identify at least one subject for an in- depth research study c. Engage the 78 Corridor Cities and companies in ongoing and future research on Inclusive Growth CONTRACT SUPPORT EDC understands that to be successful it needs to engage other organizations with relevant domain expertise. Therefore, EDC will pursue strategic partnerships with organizations that can bolster the mission of lnnovate78 and develop strategic relationships with organizations that can implement core strategies. EDC will evaluate potential partnerships with the following organizations a. San Diego North EDC b. ULI c. NAIOP d. Startup San Diego e. EvoNexus f. San Diego Coworking Alliance g. San Diego Venture Group h. Tech Coast Angels i. CSU San Marcos, Palomar College, and MiraCosta College j. Small Business Development Council k. Chambers of Commerce I. SANDAG m. Other identified city resource EDC recognizes that reporting is an important way to maintain transparency and communication with 78 Corridor stakeholders. EDC will ensure the five cities will stay up- to-date on lnnovate78 progress at appropriate intervals. To do so, EDC will maintain: 11 May 21, 2019 Item #3 Page 22 of 26 ATTACHMENT B a. Monthly city staff updates b. Quarterly updates to Mayors, City Managers, and city staff c. Annual updates to each City Council, as requested by lnnovate78 city staff 12 May 21, 2019 Item #3 Page 23 of 26 ATTACHMENT B EXHIBIT B PAYMENT FOR SERVICES & PROPOSED BUDGET EDC will invoice the City of Carlsbad on a bi-monthly basis for time and materials spent during the invoice period. For this contract, EDC will bill the contract at a rate of $60/hour for staffing and track project funds/expenditures for reimbursement. A breakdown of anticipated hours for key staff are below as well as expected direct expenses related to each of the elements in the scope. NAME Kierstin Rielly Nickie Pena Sarah Lubeck Matthew Sanford Kirby Brady Tl:T:LE Manager, Economic Development Manager, Communicattons Director, Communications Director, Economic Development Director, Research YEAR1 75% 15% 10% 10% PROJECTED BUDGET OF EXPENDITURES BY STRATEGY YEAR 1 Total: $77,500 Develop a strategic messaging document Manage lnnovate78 social media presence $300 Host, maintarn and update lnnovate78.com and blog $l0,000 Send a monthly e-newstetter $200 Recommend & fund strat ·cs onsorsh" Develop and execute a strategic attractlon campaign $20,000 YEAR2 75% 15% 5% 10% 10% YEAR2 $72,500 $300 Host manufacturing rnundtab:le Series $1,000 $1,000 Organize an l'nnovate78 business council . . . . $1,000 $'1,000 ~ttr~.·· ·~.'~"'o •'ci!:Zt"~r'i'i&~~''tKz~'m'€.11'.~1i'~-';l~'%-~~~s· o "fii!1;~,"!fffli!:ol i!fl', ~'~II EIEli~J!IIM'.cf 'l:11\;f ~D~eur~alf¼~~~~~~Jl}R&&lr'?'-G~t?ttf~im~~t<;c, ·. -_,,;:~o-:. -. _=-''-:,<· .\'.: :~~?.~-W t~"i\t:<H~t-'. -Y,?,\k;_ / --~~:;.;,j Host bi-weekly calls with north county startup stakeholders Host quarterly Startup78 meetups Host Startup Day :in north county fadutate curated dinner discussions Maintain an economic dashboard for the 78 Corridor Conduct an in-depth economic impact research study E the frve dtles ln re ianal: inclusive mwth lnitiatives Monthly city staff updates Quarterly updates to Mayors, City Managers, and city staff Annual updates to each City Coundl, as requested by city staff 13 $10,000 $5,000 $10,000 $10,000 $5,000 $10,000 $25,000 May 21, 2019 Item #3 Page 24 of 26 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. StateofCalifornia~ V\~D County of ____________ ) On P\~\L 24 2D \~ before me, ~M'-\ l. \\,,\uoo Nffi1\\2.__'-\ \1.)\:sUC... (insert name and title of the officer) personally appeared M~~ C-· c_, J.\~~E:'<2-I'::::\ 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) May 21, 2019 Item #3 Page 25 of 26 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGEMENT STATE OF CALIFORNIA } COUNTY OF SAN DIEGO } ss. On April 26, 2019, before me, C. HERZOG, a Notary Public, personally appeared Philip C. Blair, who proved to me on the basis of satisfactory evidence to be the person(,) whose name is/are. subscribed to the within instrument and acknowledged to me that he/s~y executed the same in his/~r authorized capacity~, and that by his/he-.i:/4thcir signature(~ on the instrument, the person~S.1" or the entity(~) upon behalf of which the person(~) acted, executed the instrument. I certify under PENALY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature This Notary Page is attached to: C. Hl;RZOG . . ""~ Commiuipo No. 2154149 ► · NOTARY PU&t1c -CALiFORNIA ~ SAN:QI.EGO .COUNTY···· ~ Conlmiaaion ~ J~ 18, 2020 i ' . ' "''"""" (Seal) Name of Document: Agreement Between City of Carlsbad and San Diego Regional Economic Development Date .Philip C. Blair signed: April 26, 2019 Number of Pages including this Notary Page: 14 May 21, 2019 Item #3 Page 26 of 26