HomeMy WebLinkAbout2019-05-21; City Council; Resolution 2019-068RESOLUTION 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
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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.
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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
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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
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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
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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:
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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
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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.
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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.
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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
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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