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HomeMy WebLinkAbout2014-06-17; City Council; Resolution 2014-139EXHIBIT 1 1 RESOLUTION NO. 2014-139 ^ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, 3 CALIFORNIA, APPROVING A MEMORANDUM OF UNDERSTANDING AMONG THE CITY OF CARLSBAD AND THE CITIES OF ESCONDIDO, 4 OCEANSIDE, SAN MARCOS AND VISTA AND APPROVING AND AUTHORIZING FUNDING FOR CARLSBAD'S SHARE OF THE ^ PROFESSIONAL SERVICES AGREEMENT WITH THE SAN DIEGO REGIONAL ECONOMIC DEVELOPMENT COUNCIL TO IMPLEMENT THE NORTH COUNTY ECONOMIC DEVELOPMENT COLLABORATIVE 7 MODEL 6 10 11 12 13 14 8 WHEREAS, the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista ^ (North County Cities) are interested in developing and executing an economic development 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 have selected the San Diego Regional Economic Development Corporation (EDC) as the organization best suited to 15 provide the required services; and 16 WHEREAS, to commission the North County Economic Development Collaborative Model, the North County Cities have designated the City of Carlsbad to contract with EDC for the 18 19 20 21 22 23 WHEREAS, this City Council desires at this time and deems it to be in the best 24 public interest to approve said memorandum of understanding 25 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 26 California, as follows that: 27 The above recitations are true and correct 28 " required services as set forth in the Scope of Work in Exhibit 3; and WHEREAS, in turn, each City will contribute an equal financial share for the EDC work effort, based on the terms outlined in the attached memorandum of understanding (MOU), which is attached as Exhibit 2; and 2. The Professional Services Agreement with San Diego Regional Economic Development Corporation for the North County Economic Development Collaborative is approved and not-to-exceed amount twenty three thousand dollars ($23,000) per agreement year for the City of Carlsbad's portion and one hundred and fifteen thousand dollars ($115,000) 6 per agreement year for all portions collected among the five cities. 7 3. That the City Manager and City Clerk are authorized to execute the Memorandum of Understanding, on behalf of the City, a copy ofthe agreement is attached as Exhibit 2 and incorporated by this reference. /// /// /// 8 9 10 11 12 13 14 /// 15 16 17 18 19 20 21 23 24 25 26 27 28 /// /// /// /// /// /// 22 /// /// /// /// /// -2- Li 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 17*'' day of June, 2014, by the following vote to wit: AYES: NOES: Council Members Hall, Packard, Wood, Schumacher and Blackburn. None. ABSENT: None. MATT HALI ATTEST: ALC Mayor .vv^''BARBARA ENGLESON, City Clerk 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 , 2014 by and among the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (individually "City" and collectively, "North County Cities" or "Cities"). RECITALS A. The North County Cities are interested In collectively developing a economic development collaborative that can be used by the North County Cities In promoting economic development opportunities within the north county region ("North County Economic Development Collaborative Model"). To facilitate that goal, the North County Cities selected the San Diego Regional Economic Development Corporation ("EDC") as the organization best suited to provide the required services. B. To commission the North County Economic Development Collaborative Model, the North County Cities want the City of Carlsbad to contract with EDC for the required services. In turn, each City will contribute an equal financial share to compensate EDC based on the 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 , 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 more particularly described in the EDC Services Agreement and its attachments. For that work, EDC will receive Two Hundred Thirty Thousand ($230,000.00) over the two year contract length or One Hundred Fifteen Thousand ($115,000) annually, assuming the full expense allotment is used ("Contract Price"). (B) The City of Carlsbad makes no representation regarding the completeness, or quality of the work that EDC will produce under the EDC Services Agreement. In directing EDC pursuant to the EDC Services Agreement, the City of Carlsbad will, when reasonably possible, provide direction based on the consensus of all Cities. If consensus is not obtained after a consultation period with all North County Cities of Thirty Days (30) days has elapsed, and 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 complete the North County Economic Development Collaborative Model, each North County City must: (1) provide EDC with information about the city, its community, its businesses, and Its other attributes; (2) make available to EDC representatives from city 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 ofthe North County Economic Development Collaborative Model in the manner described in the Scope of Work. 3. Payments for Funding the EDC Services Agreement (A) To fund the EDC 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 require additional funds beyond the Contract Price or that additional funds be needed to complete the Scope of Work to the standards originally envisioned, the City of Carlsbad shall notify the North County Cities of the additional 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 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 police infringing uses of its trademark. If the North County Cities do not enforce its trademark rights or othenwise fail to maintain quality control over the trademark (i.e. a naked license), trademark rights may be lost. This is also true regarding the responsibility to police infringing uses of their copyrights. The North County Cities agree that they will reasonably police their intellectual property rights and promptly take reasonable steps to prevent infringing and unauthorized use of their trademarks and copyrights. Upon 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. (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 CARLSBAD CITY OF ESCONDIDO J^<^ STEVE SARKOZY, City Manager By: CLAY PHILLIPS, City Manager ATTEST: Barbara Engleson, City Clerk Bv: y^\)<a^\A2Uy>^^^ ATTEST: Diane Halverson, City Clerk By: APPROVED AS TO FORM: Celia A. Brewer, City Attorney APPROVED AS TO FORM: Jeffrey R. Epp, City Attorney By: By:. (Signatures continued on next page.) CITY OF OCEANSIDE CITY OF SAN MARCOS By:. STEVE JEPSEN, City Manager By: JACK GRIFFIN, City Manager ATTEST: Zach Beck, City Clerk ATTEST: Phillip Scollick, City Clerk By:. By: APPROVED AS TO FORM: John Mullen, City Attorney APPROVED AS TO FORM: Helen Holmes Peak, City Attorney By: By: CITY OF VISTA, By:. PATRICK JOHNSON, City Manager ATTEST: Marci Killian, City Clerk By:. APPROVED AS TO FORM: Darold Pieper, City Attorney By: 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 lp^34, 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. 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 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 SUBCONSULTING (a) EDC shall not assign this contract, any part thereof, or any compensation due thereunder without the prior written consent of the City of 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 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. 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. 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 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. 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, "Indemnitees") from and against any and all claims, demands, losses, defense costs (including attorneys' fees), or liability of any kind or nature which the Indemnitees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with EDC's 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 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 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 ofthe City of Carlsbad. NOTICES Any notice, which either party may desire to give to the other party, must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the party to whom the notice is directed at the address of such party set forth below or such address as the parties may hereinafter designate by giving notice in the manner provided for herein. Any notice given by mail will be deemed given forty-eight (48) hours after such notice is deposited in the United States mail, addressed as provided, with postage fully prepaid. To EDC: Lauree Sahba Chief Operating Officer San Diego Regional Economic Development Corporation 530 B Street, t"^ Floor San Diego, CA To City: Christina Vincent Economic Development Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 10. MISCELLANEOUS (a) The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement specifically supersedes any prior written or oral agreement between the parties. (b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of Carlsbad, California , a chartered San Diego Regional Economic municipal corporation Development Corporation, a non-profit By: '^^^^^-Steve Sarkozy, City Manager ATTEST: Barbara Engleson, City Clerk By APPROVED AS TO FORM: Celia Brewer, City Attorney By: (2t<^^rr^^;^<^/C^ ^ RISK MANAGEMENT REVIEW: Bft OjAc^^o , Risk Manager By: from San Diego, CA 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 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 / or looking to relocate into the region for elected officials and community leaders to better understand the perspective and decision making process of corporate interests. e. EDC will provide a quarterly economic snapshot electronically of the region's strengths to elected officials, community leaders and media as requested by the North County Cities. 11 EXHIBIT B PAYMENT FOR SERVICES EDC will invoice the City of 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 ACKNOWLEDGMENT State of California County of •SAtJ J>1^0 On ^.^O/j- before me, ZQLA F- Q^Pf|^. M07^?-y Pv/BUc (insert name and title of the officer)' personally appeared MA>RK CAppE^ty _, 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. ecbhio/rnc Cmr&M'nr^i^ Cofi-Fv^r/ot^ Po/^ Nop:rH Covury Et>c /Vio/>EL, WITNESS my hand and official seal. T - jjij^ - - r ..a - ,.j • ZOLA>. CARPIZO 1 COMM. #1937612 z Notary Public • California g San Diego County -j My Comm. Expinis May^21,2015 f ACKNOWLEDGMENT State of California County of LSAM On gWfe ^, before me, (Insert name and title ofthe officer) personally appeared ^MCe P- gj^^u//^ 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 Califomia that the foregoing paragraph is true and correct. 0mi&S)fii/mrt co/if>tfi/rnohJ ^ Kcot/fJry MO^^ WITNESS my hand and official seal. ^ - --.„,.,. ZOLAV. CARPIZO ' 1 COMM. #1937612 i Notary Public - California » San Diego County 2 My Comm. Expires May 21 ^ 2015 [ (Seal) ACORDT CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDfmV) 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 POUCIES 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 tiolder is an ADDITIONAL INSURED, ttie policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions ofthe policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER Marsh S McLennan Agency-SBS, a service of Seabury and Smith, Inc. 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 NAME; PRODUCER Marsh S McLennan Agency-SBS, a service of Seabury and Smith, Inc. 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 PHONE FA'^ (A/C.No.Ext):RHR-591-l 9S4 (ATC. No): 91 n-7-^7-3SR4 PRODUCER Marsh S McLennan Agency-SBS, a service of Seabury and Smith, Inc. 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 E-MAIL AnnRFSS- PRODUCER Marsh S McLennan Agency-SBS, a service of Seabury and Smith, Inc. 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 INSURER(S) AFFORDING COVERAGE NAIC« PRODUCER Marsh S McLennan Agency-SBS, a service of Seabury and Smith, Inc. 9830 Colonnade Boulevard, Suite 400 PO Box 659520 San Antonio, TX 78265-9520 INSURER A- SENTINEL INSURANCE CO 11000 'Scon^mic Development Corporation of San Diego County dba San Diego Regional Economic Development Corporation 530 B Street, Suite 700 San Diego, CA 92101 INSURERS: HARTFORD CASUALTY INS CO 'Scon^mic Development Corporation of San Diego County dba San Diego Regional Economic Development Corporation 530 B Street, Suite 700 San Diego, CA 92101 INSURERC - HARTFORD FIRE INSURANCE CO 'Scon^mic Development Corporation of San Diego County dba San Diego Regional Economic Development Corporation 530 B Street, Suite 700 San Diego, CA 92101 INSURER D: FEDERAL INSURANCE CO 'Scon^mic Development Corporation of San Diego County dba San Diego Regional Economic Development Corporation 530 B Street, Suite 700 San Diego, CA 92101 INSURER E : 'Scon^mic Development Corporation of San Diego County dba San Diego Regional Economic Development Corporation 530 B Street, Suite 700 San Diego, CA 92101 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSR LTR THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTVWTHSTANaNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH 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 POUQES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE ADDL JUSB. GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY I X I OCCUR CLAIMS-MADE EBL-Claims Made GEN'L AGGREGATE LIMIT APPLIES PER: Tl POLICY I I g^f I I LOC |SU6R| WVD POLICY NUMBER 54UUNUQ9694 05/01/2014 POLICY EFF (MM/DD/YYYYI 05/01/2015 POLICY EXP (MM/DD(YYYY) EACH OCCURRENCE DAMAGE TO RENTED PREMISES fEa oceurrencel MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMPOP AGG Employee Benefits LIMIT $1.000,000 S300,000 ilO, 000 $1.000,000 $2, 000, 000 $2,000,000 $1,000,000 AUTOMOBILE LIABILITY 54UUNUQ9694 05/01/2014 05/01/2015 COMBINED SINGLE fEa accident) $1,000,000 ANY AUTO ALL OWNED AUTOS HIRED AUTOS BODILY INJURY (Per person) SCHEDULED AUTOS NON.OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE 54RHUUQ9750 05/01/2014 05/01/2015 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED X RETENTIONS 10, 000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y ( N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below 54WEIS3381 35/01/2014 35/01/2015 X WC STATU- I OTH-TORY LIMITS I l_ER E.L. EACH ACCIDENT $1,000,000 E.L DISEASE - EA EMPLOYEE $1, 000, 000 E.L. DISEASE - POLICY LIMIT | $1, 000, 000 1,000,000 Director's & Officers/ Employment Practices Liab RetroActive Date 09/23/1993 81643621 Claims Made Policy 35/01/2014 05/01/2015 Combined Limit: DSO Retention: EPLI Retention: 1, 000 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Carlsbad Community and Economic Development Department 1635 Faraday Avenue Carlsbad, CA 92008 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad Community and Economic Development Department 1635 Faraday Avenue Carlsbad, CA 92008 1 AUTHORSfe^ REPgESENTATIVe - jA* © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) DS#47562789 The ACORD name and logo are registered marks of ACORD 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). (Name and Department) ^ ' ,, ^ , (Date) / , 4- Proposed modification(s) to the [Aa^oilthA. requirement(s) for (U)i[a)oort^\\IQ, f>^oM (Type ofinsurkiice) (Name of contract) I I Reduce coverage to the amount of | • "STWaive coverage • other: ^ . ^ FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) [Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality ofthe work-product, [explain] SAM\ pi^t) \<Jll^[i>^ i7fn\A^w^tr. J)ii}lt\anvnPM\' rnrO • r^DRKDC^ kftS hMA a. ^{rom pflrf^er of W CMM ^m^tC-- ^:RlSignificance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain: include number ofcandidatesRFP sent to and number responded if applicable] \ 0 n -JU. SP(^^DO f.rn\/ito biufneii r-p-lMi^ivv a (^^pa/viirM seJfvixnJ, doMi. QMJ u'tDtPW^ SContract Amount/Term of Contract: $ 3g>0,05O Work will be completed over a penod of ^L^fa^B (>5V Ti J2AJJ2V\IL, sput ouvKCTA^ 5" north covjni^ cx-W^S . ^^gfrofessional Liability coverage is not available tb this contractor or would mcrease the cost ofthe contract by ^3,x>Q^Mr^[explain]. ceminapUr \A/II.% [^A)0^l^ k XlOther (e.g. explain whv exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and anv other information pertinent to your request): ^-\\SL (>4Yt»rtf>r Un'K /'-Or u «^>ir^;^^w^iu, a/ytiA ^fTM<;frucK(iv( rj'[nUJ IT. ^4IA^5 rm^-ract C^AA^ most control mecnanisms. ana anv omer miumiauun ^JCil.^lc^^ vwm ^v-vv'-^.s-^fa'i—^ 1— \^ '^nu^FA^d ^nK)f-^rrL? {^\tlr(^•\^ Cyagf^U/iY^/ig /- Approved bv Risk Manager for this contract only: (Signature) (Date) H:\WORD\Insurance\Adinin Order #68.doc 06/15/2006 27