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HomeMy WebLinkAbout2022-01-18; City Council; Resolution 2022-023RESOLUTION NO. 2022-023 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A MEMORANDUM OF UNDERSTANDING BY AND AMONG THE 78 CORRIDOR CITIES FOR COST-SHARING OF INNOVATE78 MARKETING SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE MEMORANDUM OF UNDERSTANDING EXHIBIT 1 WHEREAS, in 2012, the mayors of the cities of Carlsbad, Escondido, Oceanside, San Marcos, and Vista, California, known as the 78 Corridor cities, began to collaborate on economic; and WHEREAS, the goal of this collaboration has been to elevate the 78 Corridor cities' competitiveness in marketing the 78 Corridor as a destination for innovative businesses and to assist in the expansion, attraction, and retention of innovative companies; and WHEREAS, the 78 Corridor cities, including the City ofCarlsbad, have found mutual benefit from the collaboration; and WHEREAS, in 2014, the 78 Corridor cities adopted a memorandum of understanding to jointly fund collaborative economic development efforts, calling the partnership lnnovate78; and WHEREAS, since 2014, the 78 Corridor cities have maintained a memorandum of understanding for cost-sharing of lnnovate78 services provided by San Diego Regional Economic Development Corporation; and WHEREAS, in 2021, staff from each of the 78 Corridor cities evaluated the current and future economic development needs of the cities, which led to the development of options for consideration by their respective elected bodies; and WHEREAS the 78 Corridor cities have found the lnnovate78 partnership to be valuable and the staff analysis identified advantages to evolving the existing model into a hybrid approach; and WHEREAS, a hybrid approach has been recommended, with economic development support services being provided by the San Diego North Economic Development Council, and the marketing services being provided by a professional marketing and communications firm collectively managed by the partner cities; and WHEREAS, the City of Oceanside released a request for proposals for lnnovate78 marketing services, received 19 qualified responses and, through rigorous evaluation, the 78 Corridor cities selected a marketing firm to execute lnnovate78 marketing services, and Jan. 18, 2022 Item #5 Page 6 of 26 WHERAS, the City of Oceanside drafted an updated memorandum of understanding (Attachment A) for cost-sharing of lnnovate78 marketing services for a two-year period ending in 2023, and WHEREAS, it is in the interest of the City of Carlsbad to continue the collaboration with the 78 Corridor cities; and WHEREAS, on January 10, 2022, the City Council Economic Development Subcommittee recommended that the City Council approve the memorandum of understanding. 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 of the City of Carlsbad approves the memorandum of understanding by and among the 78 Corridor cities for cost-sharing of lnnovate78 marketing services (Attachment A). 3. That the City Council authorizes the City Manager to execute the memorandum of understanding. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 18th day of January 2022, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Acosta, Norby. None. None. MATT HALL, Mayor rk Services Manager Jan. 18, 2022 Item #5 Page 7 of 26 Attachment A MEMORANDUM OF UNDERSTANDING BY AND AMONG THE CITIES OF CARLSBAD, ESCONDIDO, OCEANSIDE, SAN MARCOS AND VISTA FOR FUNDING OF MARKETING FOR THE INNOVATE78 ECONOMIC DEVELOPMENT INITIATIVE ,( This Memorandum of Understanding ("MOU") is made and entered into on fVlare,n,.11:_, 2022 by and among the cities of Carlsbad, Escondido, Oceanside, San Marcos and Vista (individually "City" and collectively, "78 Corridor Cities" or "Cities"). RECITALS A.Beginning in January 2022, the 78 Corridor Cities will adopt a new model for execution of Innovate78 economic development strategies through enhanced memberships with the San Diego North Economic Development Council (SDNEDC) in the amount of $20,000 per City per year. Prior to this, the Cities had contracted with the San Diego Regional EDC for all activities related to Innovate78. B.In September 2021, the 78 Conidor Cities released a Request for Proposals ("RFP") for marketing and communications services to support the Innovate78 work to be perfo1med by the SDNEDC. Seventeen marketing firms responded to the RFP, and after careful evaluation and interviews, the Cities wish for JPW Communications to provide marketing services to support the Innovate78 initiative. C.The 78 Corridor Cities have been managing contracts related to Innovate78 on a rotating basis. The City of Oceanside will manage the contract with JPW Communications for the required services. Each City will contribute an equal financial share to compensate JPW Communications based on the terms set forth in this MOU. D.The City of Oceanside has engaged JPW Communications for marketing and communications services for Innovate78 pursuant to the attached Professional Services Agreement ("PSA"), which is incorporated herein by this reference. The work to be provided by JPW Communications is set forth in the Scope of Work included with the PSA. NOW, THEREFORE, in consideration of these recitals and the mutual covenantscontained herein, the five Cities agree as follows: A.JPW Communications Professional Services Agreement 1 Jan. 18, 2022 Item #5 Page 8 of 16 The 78 Corridor Cities want to execute a two-year agreement as of January 1, 2022 which will become effective upon the complete execution of this MOU by each of the five Cities. The two-year Professional Services Agreement with JPW Communications will be managed by the City of Oceanside. Performance of the JPW PSA is intended to result in furthering the Innovate78 Economic Development Initiative as described in the PSA. For that work, JPW Communications will receive an annual total base contract amount of one hundred thousand dollars ($100,000), assuming the full expense allotment is used (“Contract Price”). The City of Oceanside makes no representation regarding the completeness, or quality of the work that JPW Communications will produce under the PSA. In directing JPW Communications pursuant to the PSA, the City of Oceanside 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 PSA, the City of Oceanside reserves the right to provide direction to JPW Communications to assure that its efforts are not stopped, stalled or otherwise delayed. B. Cooperative Efforts For JPW Communications to successfully carry out the scope of work for marketing for the Innovate78 Economic Development Initiative, each City must: (1) provide JPW Communications with information about the city, its community, its businesses, and its other attributes; (2) make available to JPW Communications 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 JPW Communications and other 78 Corridor Cities for the development and refinement of elements of the Innovate78 Economic Development Initiative; and (5) otherwise participate in the development of the Innovate78 Economic Development Initiative in the manner described in the Scope of Work. C. 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. D. 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 Jan. 18, 2022 Item #5 Page 9 of 26 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. E. Payments for Funding the JPW Communications PSA To fund the JPW PSA, each City will allocate and pay to the City of Oceanside on or before July 1 of each calendar year in which the agreement between JPW Communications and the City of Oceanside is in effect the sum of twenty thousand ($20,000), representing one-fifth of the Contract Price (“City Contract Share”). The City of Oceanside will hold the City Contribution for each City, and collectively use those City Contributions to make payments due to JPW Communications under the Professional Services Agreement. Should it be determined that a change in the Scope of Work is advisable which will require a change in funding in the base Contract Price as detailed in the Scope of Work, the City of Oceanside shall notify the 78 Corridor Cities of the service changes (“Services”) and the price for those services (“Cost”). With that notice, the City of Oceanside will provide the 78 Corridor Cities with a proposed Addendum to the Professional 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 Oceanside to fund the Services. Should each City execute the MOU Addendum, then within ten (10) days thereafter: each City shall transfer to the City of Oceanside a sum equal to one-fifth of the Supplemental Cost; and the City of Oceanside will execute the Services Agreement Addendum. Following the completion or termination of the Professional Services Agreement, the City of Oceanside 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. F. Trademark and Copyright of Works The 78 Corridor Cities recognize that JPW Communications 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 JPW Communications, 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 reasonably police their intellectual property rights and promptly take reasonable steps to prevent infringing and unauthorized use of their trademarks Jan. 18, 2022 Item #5 Page 10 of 26 Document no. 21-D0789-1 12/15/2021 (15) CITY OF OCEANSIDE PROFESSIONAL SERVICES AGREEMENT PROJECT: INNOVATE78 MARKETING THIS AGREEMENT, dated December 15 , 20_2.1for identification purposes, is made and entered into by and between the CITY OF OCEANSIDE, a municipal corporation, hereinafter designated as II CITY11, and JPW Communications, LLC, hereinafter. designated as "CONSUL TANT. 11 ' NOW THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. SCOPE OF WORK. The project is more particularly descri~ed as follows: Marketing and communications activities to support the Innovate78 regional economic development initiative (Attachment A). 2. INDEPENDENT CONTRACTOR. CONSULT ANT'S relationship to the CITY shall be that of an independent contractor. CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY as an agent, or to bind the CITY to any obligation whatsoever, unless specifically authorized in writing by the City Engineer. The CONSUL TANT shall not be authorized to communicate directly with, nor in any way direct the actions of, any bidder or the construction contractor ·for .this project without the prior written authorization by the City Engineer. CONSUL TANT shall be solely responsible for the performance of its employees, agents, and subcontractors under this Agreement, including the training of each employee regarding the rights and responsibilities of an employer and employee for any potential discrimination or harassment claim under state or federal law. CONSULT ANT shall report to the CITY any and all employees, agents, and consultants performing work in connection with this project, and all shall be subject to the approval of the CITY. 3. WORKERS' COMPENSATION. Pursuant to Labor Code section 1861, the CONSUL TANT hereby certifies that the CONSULT ANT is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and the CONSULT ANT will comply with such provisions, and provide certification of such compliance as a part of this Agreement. 4. LIABILITY INSURANCE. Jan. 18, 2022 Item #5 Page 14 of 26 Innovate78 Marketing 4.1. CONSULTANT shall, throughout the duration of this Agreement maintain comprehensive general liability and property damage insurance, or commercial _ general liability insurance, covering all operations of CONSULTANT, its agents and employees, performed in connection with this Agreement including but not limited to premises and automobile. 4.2 CONSULTANT shall maintain liability insurance in the following minimum limits: Comprehensive General Liability Insurance (bodily injury and property damage) Combined Single Limit Per Occurrence General Aggregate Commercial General Liability Insurance (bodily injury and property damage) General limit per occurrence General limit project specific aggregate Automobile Liability Insurance $2,000,000 $ 4,000,000* $2,000,000 $4,000,000 $ 2,000,000 *General aggregate per year, or part thereof, with respect to losses or other acts or omissions of CONSUL TANT under this Agreement. 4.3 If coverage is provided through a Commercial General Liability Insurance policy, a minimum of 50% of each of the aggregate limits shall remain available at all times. If over 50% of any aggregate limit has been paid or reserved, the CITY may require additional coverage to be purchased by the CONSULTANT to restore the required limits. The CONSUL TANT shall also notify the CITY'S Project Manager promptly of all losses or claims over $25,000 resulting from work performed under this contract, or any loss or claim against the CONSULTANT resulting from any of the CONSULTANT'S work. 4.4 All insurance companies affording coverage to the CONSULT ANT for the purposes of this Section shall add the City of Oceanside as "additional insured" under the designated insurance policy for all work performed under this agreement. Insurance coverage provided to the City as additional insured shall be primary insurance and , other insurance maintained by the City of Oceanside, its officers, agents, and employees shall be excess only and not contributing with insurance provided pursuant to this Section. 2 Jan. 18, 2022 Item #5 Page 15 of 26 Innovate78 Marketing 4.5 All insurance companies affording coverage to the CONSULT ANT pursuant to this agreement shall be insurance organizations admitted by the Insurance Commissioner of the State of California to transact business of insurance in the state or be rated as A-X or higher by A.M. Best. 4.6 CONSULTANT shall provide thirty (30) days written notice to the CITY should . any policy required by this Agreement be cancelled before the expiration date. For the purposes of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. 4. 7 CONSULT ANT shall provide evidence of compliance with the insurance requirements listed above by providing, at minimum, a Certificate oflnsurance and applicable endorsements, in a form satisfactory to the City Attorney, concurrently with the submittal of this Agreement. 4.8 CONSULT ANT shall provide a substitute Certificate of Insurance no later than thirty (30) days prior to the policy expiration date. Failure by the CONSUL TANT to provide such a substitution and extend the policy expiration date shall be considered a default by CONSUL TANT and may subject the CONSUL TANT to a suspension or termination of work under the Agreement. 4.9 Maintenance of insurance by the CONSUL TANT as specified in this Agreement shall in no way be interpreted as relieving the CONSULT ANT of any responsibility whatsoever and the CONSULT ANT may carry, at its own expense, such additional insurance as it deems necessary. 5. PROFESSIONAL ERRORS AND OMISSIONS INSURANCE. Throughout the duration of this Agreement and four (4) years thereafter, the CONSULTANT shall maintain professional errors and omissions insurance for work performed in connection with this Agreement in the minimum amount of Two Million Dollars ($2,000,000.00). CONSULT ANT shall provide evidence of compliance with these insurance requirements by providing a Certificate of Insurance. 6. CONSULTANT'S INDEMNIFICATION OF CITY. To the greatest extent allowed by law (including, without limitation, California Civil Code section 2782.8), CONSULT ANT shall indemnify and hold harmless the CITY and its officers, agents and employees against all claims for damages to persons or property arising out of CONSULTANT'S work, including the negligent acts, errors or omissions or wrongful acts or conduct of the CONSULTANT, or its employees, agents, subcontractors, or others in connection with the execution of the work covered by 3 Jan. 18, 2022 Item #5 Page 16 of 26 lnnovate78 Marketing this Agreement, except for those claims arising from the willful misconduct, sole negligence or active negligence of the CITY, its officers, agents, or employees. CONSULTANT'S indemnification shall include any and all costs, expenses, attorneys' fees, expert fees and liability assessed against or incurred by the CITY, its officers, agents, or .employees in defending against such claims or lawsuits, whether the same proceed to judgment or not. Further, CONSULTANT at its own expense shall, upon written request by the CITY, defend any such suit or action brought against the CITY, its officers, agents, or employees founded upon, resulting or arising from the conduct, tortious acts or omissions of the CONSULTANT. CONSULTANT'S indemnification of CITY shall not be limited by any prior or subsequent declaration by the CONSULTANT. 7. OWNERSHIP OF DOCUMENTS. All plans and specifications, including details, computations and other documents, prepared or provided by the CONSULT ANT under this Agreement shall be the property of the CITY. CONSUL TANT shall provide all such documents in electronic, editable fonnat upon request by the CITY. The CITY agrees to hold the CONSULTANT free and harmless from any claim arising from any use, other than the purpose intended, of the plans and specifications and all preliminary sketches, schematics, preliminary plans, architectural perspective renderings, working drawings, including details, computation and other documents, prepared or provided by the CONSULTANT. CON~UL TANT may retain a copy of all material produced under this Agreement for the purpose of documenting CONSUL TANT' s participation in this project. 8. COMPENSATION. CONSULTANT'S compensation for all work perfonned in accordance with this Agreement, shall not exceed $100,000 per contract year. No work shall be perfonned by CONSULTANT in excess of the total contract price without prior written approval of the CITY. CONSUL TANT shall obtain approval by CITY prior to performing any work that results in incidental expenses to CITY. The five Innovate78 cities (Carlsbad, Escondido, Oceanside, San Marcos and Vista) will contribute an equal financial share of $20,000 per city to c01npensate JPW Communications, with the City of Oceanside serving as contract manager, based on the terms set forth in the attached MOU. 9. TIMING REQUIREMENTS. Time is of the essence in the perfonnance of work under this Agreement and the timing requirements shall be strictly adhered to unless otherwise modified in writing. All work shall be completed in every detail to the satisfaction of the Innovate78 cities within two years. 10. ENTIRE AGREEMENT. This Agreement comprises the entire integrated under- standing between CITY and CONSUL TANT concerning the work to be performed 4 Jan. 18, 2022 Item #5 Page 17 of 26 Innovate78 Marketing · for this project and supersedes all prior negotiations, representations, or agreements. 11. INTERPRETATION OF THE AGREEMENT. The interpretation, validity and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. The Agreement does not limit any other rights or remedies available to CITY. The CONSUL TANT shall be responsible for complying with all local, state, and federal laws whether or not said laws are expressly stated or referred to herein. Should any provision herein•be found or deemed to be invalid, the Agreement shall be construed a$ not containing such provision, and all other provisions, which are otherwise lawful, shall remain in full force and effect, and to this end the provisions of this Agreement are severable. 12. AGREEMENT MODIFICATION. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto. 13. TERMINATION OF AGREEMENT. Either party may terminate this Agreement by providing thirty (30) days written notice to the other party. If any portion of the work is terminated or abandoned by the CITY, then the CITY shall pay CONSULTANT for any work completed up to and including the date of termination or abandonment of this Agreement. The CITY shall be required to compensate CONSULT ANT only for work perfonned in accordance with the Agreement up to and including the date of termination. 14. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. IN WI1NESS WHEREOF, the parties hereto for themselves, their heirs, executors, administrators, succes~ors, and assigns do hereby agree to the full performance of the covenants herein contained and have caused this Professional Services Agreement to be executed by setting hereunto their signatures on the dates set forth below. CITY OF OCEANSIDE By: -,d;-1-~~-=----=---::-----By: Ut/W~~ am~ itle Jlvt\/'-1·w \;vi'vt,dle, City"Manager ~vt de,,-t ?vzridwt-/ Date:_ll_/_l.____,1,,__/_UJ_Z,(...______ Date:_\~~-) ......... a~a.~u-~-~----- Jan. 18, 2022 Item #5 Page 18 of 26 Innovate78 Marketing APPROVED AS TO FORM: By:~ U'~ NOTARY ACKNOWLEDGMENTS OF CONSULTANT MUST BE ATTACHED. !:\City Attorney\Professional Services Agreement Short Form (Design Professionals).doc 6 Jan. 18, 2022 Item #5 Page 19 of 26 CALIFORNIA ACKNOW!..i:DGM!ENT CIVIL CODE § 1189 I A notary public or other officer completing this certificate veri1ies 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. who proved to me on the bas,s of satisfactory evidence to be the person(s) wrose name(s) is/are subscribed to the within instrument and acknowledged to me tnat 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 oerson(s) acted. executed the instrument.. IVONNE MARTINEZ Notary Pubt!c • California z 7 San Diego County §; Ccmmission:; 2.325776 My Cornm. Ex:>fres A'Jr 2 6, 202.<! Place Notary Seal andior Stamp Above 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 offici OPTION Completing this information can deter alteration of the d u fraudulent reattachment of this form to an unintende 'd ument. Description of Attached Do:::~ ~-)°',<if"lr---11 ~ nv·, ~ d. . Title or Type of Document: IrJJ:.1_0~ I U u...-i, _ '-.)ti ' \ ( -es ~r t:=en\"-{\,\ Document Date: ______________________ Number of Pag : _____ I Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ □ Corporate Officer -Title(s}: ______ _ o Corporate Officer -Title(s): ______ _ □ yartner -□ Limited o General -ef Individual o Attorney in Fact o Partner -o Limited □ General □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator o Trustee o Guardian or Conservator □ Other: □ Other: Signer is Representing: _________ _ Signer is Representing: _________ _ ~2019 National Notary Association i ! Jan. 18, 2022 Item #5 Page 20 of 26 Attachment A Innovate78 Marketing Activities JPW Communications Scope of Work The five cities along the 78 Corridor (Carlsbad, Escondido, Oceanside, San Marcos and Vista) wish to retain JPW Communications for marketing activities to support the Innovate78 regional economic development initiative. This work includes the following activities: Research & Audit Conduct audit of current key messages, outreach materials and target audiences; review survey results and other provided data in support of economic development opportunities. Leverage previous research to provide insights and recommendations. (Estimated 80 hours @ blended rate of $150/hr): $12,000 Strategic Planning Update overarching marketing strategy to tactical level, defining operational objectives and marketing campaign objectives separately; define segmented target audiences; determine best strategies for reaching targets and recommend methods of campaign delivery with impression projections based on separate media budget. NOTE: Leveraging strategic plan previously developed by JPW. (Estimated 60 hours @blended rate of $150/hr): $9,000 Program of Work Develop three creative concepts for a long-term marketing effort, based on strategic framework and refine one selected concept. Concepts will include positioning statement, headlines and initial copywriting of a single outreach piece. Deliver complete media and marketing plan workflow for how creative will be delivered, what mediums win be used, projected placement performance with total impressions and cost per mille (thousand impressions). (NOTE: any approved media buys to be purchased directly. Media placed through JPW is subject to 20% placement fee.) (Estimated 120 hours@ blended rate of $150/hr): $18,000 Implementation Toolkit Once concept is finalized, JPW will create an implementation toolkit with all needed collateral pieces which may include folder, one-sheets, brochure or pitchbook, presentation deck, digital ads, print ads, social media graphics and posts with all imagery and copywriting. Content development will include blogs, photography, video concept, scripting, scouting, storyboarding, on-site production, post-production, motion graphics, sound and final story packages for active distribution. Complete execution of marketing and media plan, placement of all media, posting of all social media content per content calendar, and administration of any direct digital campaigns including Google ads, Facebook ads and Y ouTube promotions. (Estimated 326 hours @ blended rate of $150/hr): $48,900 Jan. 18, 2022 Item #5 Page 21 of 26 Evaluation Attachment A Innovate78 Marketing Activities JPW Communications Scope of Work Provide recommended goals for measurement and key performance indicator standards for ongoing implementation. Set up analytics dashboard, provide monthly performance reports with insights and recommendations for ongoing optimization. (Estimated 80 hours@ blended rate of $150/hr): $12,000 Total $99,900 2 Jan. 18, 2022 Item #5 Page 22 of 26