HomeMy WebLinkAboutR25-Economic Development
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
ORIGINAL
FROM:
Emil A. Marzullo
Interim Executive Director
SUBJECT:
Marketing and Pnblic Relations Consultant
Agreement -- June Durr
DATE:
January 29, 2009
SvnoDsis of Previous Commission/Council/Committee Action(s):
On January 8, 2009, the Redevelopment Committee Members Johnson, Baxter and Brinker recommended approval of a
marketing and public relations consulting agreement with June DUTr.
Recommended Motion!s):
Community Develooment Commission
Resolution of the Community Development Commission of the City of San Bernardino, California, approving an
Agreement with June DUTr, Marketing and Public Relations Consultant, and authorizing execution thereof, providing
for professional marketing and public relations consultant services
Contact Person(s):
Project Area(s):
Emil A. Marzullo
Phone:
(909) 663-1044
All
All
Ward(s):
Supporting Data Attached:
o Staff Report 0 Resolution(s) [;'I Agreement(s) OContract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS:
Amount: $ 45.00 per hour
Source:
All
Budget Authority:
Fiscal Year 2008-2009 Budget
Signature: ~ k (hI
Emil A. Marzullo, Interim Execu ve Director
Fiscal Review: 60-<.-~ "-'--fA.. ~j s.<.7f:
Barbara Lindseth, Administrative Services Director
Commission/Council Notes:
;fEiio-----;1~r;?;;fi0q::7---------------------------------
P:\Agendas\Comm Dev Commission\CDC 2009\02-02-09 June Durr - Professional Services Consultant Agreement SKdoc
COMMISSION MEETING AGENDA
Meeting Date: 02/02/2009
Agenda Item: jl :J.. 17
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
____________________ _____________________________ ______________________________ ________________________________ ______u___________________________ ___________________________________________________
MARKETING AND PUBLIC RELATIONS CONSULTANT AGREEMENT -JUNE DURR
BACKGROUND:
In June 2008, June Durr was temporarily retained under the Redevelopment Agency of the City of San
Bernardino's ("Agency") purchase order authority by the Agency as a part-time marketing and public
relations consultant to continue the Agency's established marketing and public relations efforts under the
new Interim Executive Director, Emil A. Marzullo until a more established city-wide marketing program
was established. Previous administration programs such as the Santa Fe Depot Patron Commemorative
Brick Program were completed. During this time, many new business, trade and marketing brochures and
collaterals for business development were updated to reflect the Agency's increased business, homeowner
and community outreach for Agency programs and services. In addition, local businesses were featured
on "Business Beat" on the City's Cable Channel 3 media which Mrs. Durr produced and hosted on behalf
of the Agency. Through additional media relationships and expanded efforts, City and regional business
resources and Agency services and programs were also publicized on radio, cable and other webcast
features. The Agency's first web site sophisticated upgrade in over ten years was launched, as well as the
mediation of many inaugural Agency niche marketing programs. Additional activities consists of
addressing the other growing public relations and community outreach needs for new Agency projects
such as EDA W' s downtown study, California Theatre and Sturges Center destination marketing, Garner
Holt Productions expansion and Enterprise Zone publicity and support.
CURRENT ISSUE:
With many exclusive Agency marketing programs and projects currently in progress in various stages,
and the current negative business economic climate, the need for additional services for marketing
continuity arises for extending Mrs. Durr's marketing and public relations services with a formal
professional marketing consulting services agreement. At this time, the Agency has determined that
extending Mrs. Durr's current Agency marketing efforts will allow the finalization of current marketing
projects under development and assist the Agency in determining long-term marketing goals and services,
and establish multi-media marketing partnership opportunities exclusive to Agency leadership.
June Durr, Marketing and Public Relations Consultant ("Consultant") has over 35 years of experience in
marketing and public relations and expertise in the public/private sectors in the Los Angeles, Orange
County and Inland Empire areas. This includes serving as the City's first Marketing and Public Affairs
Director for eight years under Mayor Judith Valles, and two years at the Agency as their first Marketing
and Public Relations Manager, as outlined in the attached summary Biography - June Durr (Exhibit "B").
In addition, the Consultant has various marketing education credentials and honors/awards in specialized
fields for niche marketing, including recent EDA recognitions: 2008 National Development Council
"Economic Development Professional of the Month", 2007 Cal State Honoree "Spirit of the
Entrepreneur" Finalist and 2006 Los Angeles Business Journal's "Women Making a Difference" honoree.
P:\Agendas\Comm Dev Commission\CDC 2009\02-02-09 June Durr - Professional Services Consultant Agreement SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 02/02/2009
Agenda Item:
Economic Development Agency Staff Report
Marketing and Public Relations Consultant Agreement - June DUff
Page 2
ENVIRONMENTAL IMPACT:
None.
FISCAL IMPACT:
Compensation shall be equal to $45 per hour with a maximum not to exceed the figure of $43,200 in any
one fiscal year. Plus $6,800 in reimbursable expenses for a total amount of $50,000.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
P:\AgendasIComm Dev Commission\CDC 2009\02-02-09 June Durr - Professional Services Consultant Agreement SR,doc
COMMISSION MEETING AGENDA
Meeting Date: 02/02/2009
Agenda Item:
Exhibit "B"
BIOGRAPHY - TUNE DURR
June Durr has over 35 years of marketing & public
relations experience in the public/private sectors in the
Los Angeles, Orange County and Inland Empire areas.
Her expertise and interest has included a wide range of
fields from business owner, motor sports marketing to
corporate marketing in the fashion & shopping center
industries, public administration as the City of San
Bernardino's first marketing & public affairs director
under former Mayor Judith Valles, and currently serves
as marketing & public relations manager for Maggie
Pacheco, executive director for the City's Economic
Development Agency, under current Mayor Pat Morris.
June's career highlights include creating professional dress & career workshops for
women, establishing Southern California's first mall teen board in the Inland Empire
with Teen Magazine, where she was the first to train physically challenged teens and
young adults for fashion shows & advertising; she created the first mall children's
theater for the performing arts and established public/private programs for children's
manners & etiquette classes.
June sits on many boards but her favorites include the SB Symphony Board of
Directors where she is founder & advisor of the 20-year Symphony Debs & Red Tie
Guys regional high schools music appreciation program, and the SB Convention &
Visitors Bureau on the marketing committees for the Board and new California
Welcome Center. She has received many honors over the years, including two recent
Polaris awards for marketing excellence from the Public Relations Society of
America, Town & Gown honoree in 2003, and most recently National Association for
Female ExecutivesfRegional For You Network's first Trailblazer Award recipient.
Her education credentials include a scholarship to Weber CollegefUtah where she
majored in Business Administration; Fashion Institute of Design &
MerchandisinWLos Angeles "Marketing Communications," Cum Laude; Marketing
Certification - International Council of Shopping Centers (ICSe).
June is a former fashion model and current speaker/author and certified member of
CLASS Professional Services, and is working on a series of children's books that
address social issues under "The Adventures of Malia Mouse" storyline, after her
granddaughter, Malia June. A cancer survivor, her next personal focus is creating
awareness for prosthetic advancement for people with special needs under a
campaign she calls "Out on a Limb."
Her life-long motto is: "Don't follow where the path leads, instead find a new path &
blaze new trails!"
1
2
3
4
5
6
7
RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN
AGREEMENT WITH JUNE DURR, MARKETING AND PUBLIC
RELATIONS CONSULTANT, AND AUTHORIZING EXECUTION
THEREOF, PROVIDING FOR PROFESSIONAL MARKETING AND
PUBLIC RELATIONS CONSULT ANT SERVICES
WHEREAS, the Conununity Development Conunission of the City of San Bernardino
8 ("Conunission") desires to enter into a marketing and public relations consultant agreement
9 ("Agreement") with June DUIT, which will provide professional marketing and public relations
10
consulting services to the Redevelopment Agency of the City of San Bernardino ("Agency").
11
12
13
14
15
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
Section 1.
The Conunission hereby approves and authorizes the Interim Executive
Director of the Agency to execute an Agreement with June DUIT, Marketing and Public Relations
16
Consultant on behalf of the Agency together with such technical and conforming changes as may be
17
reconunended by the Interim Executive Director of the Agency and approved by the Agency
18
Counsel.
19
Section 2.
20
Commission.
21
III
22
III
23
III
24
III
25
III
26
III
27
III
28
III
This Resolution shall take effect from and after its date of adoption by this
1
P:\AgendasIResolutionsIResolutions\2009\OZ-02-09 Professional Services Agreement - Coosultant 1. Durr CDC Resodoc
1
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN
AGREEMENT WITH JUNE DURR, MARKETING AND PUBLIC
RELATIONS CONSULTANT, AND AUTHORIZING EXECUTION
THEREOF, PROVIDING FOR PROFESSIONAL MARKETING AND
PUBLIC RELATIONS CONSULTANT SERVICES
2
3
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
6 Development Commission of the City of San Bernardino at a
,2009, by the following vote to wit:
Navs
Abstain
Absent
Secretary
18
The foregoing Resolution is hereby approved this
day of
19
20
21
22
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
23 Approved as to Form:
24
y.15JJ}
By:
25
26
27
28
I P.\Agrn"'\R""'oti~\R~"'"tioo"1009~2m'()9 Pwf~,i""'" Sovi,~ Ag'=rn'. c~w=~ """ CDC R= doc
meeting
,2009.
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for Professional Services ("Agreement ") is made and entered into on this 17ili
day of December 2008, by and between the Redevelopment Agency of the City of San Bernardino, a
public body, corporate and politic (hereinafter referred to as "Agency") and June Durr, Marketing
Consultant (hereinafter referred to as "Consultant").
WITNESSETH
WHEREAS, the Consultant has over thirty-five (35) years of experience in marketing and
public relations and expertise in the public/private sectors in the Los Angeles, Orange County and
Inland Empire areas, including serving as the City's first Marketing and Public Affairs Director for
eight (8) years under Mayor Judith Valles, and two (2) years at the Agency as their first Marketing and
Public Relations Manager, as outlined in the attached summary Biography - June Durr (Exhibit "B").
In addition, the Consultant has various marketing education credentials and honors/awards in
specialized fields for niche marketing, including recent Agency recognitions: 2008 National
Development Council "Economic Development Professional of the Month", 2007 Cal State Honoree
"Spirit of the Entrepreneur" Finalist and 2006 Los Angeles Business Journal's "Women Making a
Difference" honoree; and
WHEREAS, the Agency and the Consultant desire to enter into this Agreement to utilize the
Consultant's services for marketing and public relations services as described in Exhibit "A" (the
"Scope of Services") attached hereto and incorporated herein by reference and the Consultant accepts
responsibilities as described herein.
NOW, THEREFORE, in consideration of mutual covenants herein set forth and the mutual
benefits to be derived there from, the parties agree to enter into this Agreement as follows:
1. TERMS.
(a) This Agreement shall commence as of the day and year first above written and shall remain in
full force and effect until such time as either party provides a written thirty (30) day termination
notice, and shall be subject to appropriate funding within the Agency's annual budget.
(b) The Consultant shall perform work as requested and as needed by the Agency and promptly
provide the [mished product to the Agency.
2. CONSULTANT RESPONSIBILITIES.
Upon the request of the Agency, the Consultant shall perform each element as needed of the
work described in the Scope of Services, Exhibit "A." The Consultant commits the principal
personnel listed below to the Scope of Services for the duration of this Agreement:
Consultant: June Durr
P\AgendaslAgenda AltlIchmentslAgenda AttachmenulAgenda Attachmalts\Agrmts-Amend 2009\02-02-09 Professional Services Agreement - Consultant J_ Durrdoc
3. AGENCY RESPONSIBILITIES.
The Agency shall provide all supplies and materials necessary to accomplish the work in the
Scope of Services, Exhibit "A". The Agency shall provide, in a reasonable timely fashion, the
Consultant with any documentation, records, reports, statistics or other data or information
pertinent to the Scope of Services, which are reasonably available to the Agency, and necessary
to complete assignments.
4. CONFIDENTIALITY OF REPORTS.
The Consultant shall keep confidential all reports, information and data received, prepared or
assembled pursuant to performance hereunder. Such information shall not be made available to
any person, news release, firm, corporation, or entity without prior v,Titten consent of the
Agency's Interim Executive Director or designee.
S. COMPENSATION.
The maximum compensation for the Consultant's services, including Consultant's costs and
expenses, compensation shall be equal to Forty-Five Dollars ($45) per hour with a maximum
not to exceed the figure of $50,000 in anyone fiscal year. Reimbursement for travel, including
travel mileage at the current Internal Revenue Service rate, and reimbursements for business
luncheon meetings shall be pre-approved by the Interim Executive Director, in writing on a
case-by-case basis, and shall be submitted for reimbursement with the Consultant's monthly
invoice as supported by documentation in accordance with the Agency's policies and
procedures. During the term of this Agreement, the Agency shall pay the Consultant on a bi-
monthly basis (every two weeks) upon receipt of an itemized invoice from the Consultant,
normally within two (2) weeks of receipt of said invoice. Said compensation shall be
considered full and complete reimbursement for all of the Consultant's costs associated with
the services provided hereunder.
OTHER: The Consultant will retain keys to the interior and exterior of the Agency's building
for after-hours office access and assignments and will also retain use and assignment of the
Agency issued cell phone, (909) 520-6899 as previously authorized by the Interim Executive
Director for the duration of this agreement.
6. USE OF FUNDS.
The funds paid to the Consultant shall be used solely for the purpose as set forth in this
Agreement and in accordance with the Scope of Services. The Consultant shall remain in
compliance with all state, federal and local laws prior to the receipt of any reimbursement
hereunder.
7. NONDISCRIMINATION:
PERFORMANCE.
MONITORING
AND
REPORTING
WORK
The Consultant shall not discriminate because of race, color, national origin, creed, religion,
sex, marital status or physical handicap. At the request of the Interim Executive Director, or
designee, the Consultant shall provide reports or other work products as required, no later than
on agreed upon dates of completion. Failure to provide such work products may prevent
2
PlAgendas\Agenda Atb.dunenls\Agenda Attachments\Agenda Anadunenu\Agrmts-Amend 2009\02-02-09 PrQfessiooal Services Agreement - Consult.allt J_ Durr.doc
payment of the Consultant's requests for compensation, and may justify the temporary
withholding as provided herein. The Agency reserves the right to waive such breach, without
prejudice to any other of its rights hereunder, upon a finding by the Interim Executive Director
or designee that such failure was due to extraordinary circumstances and that such breach has
been timely cured without prejudice to the Agency.
8. CONFLICT OF INTEREST.
The Consultant shall maintain a code or standard of conduct. The Consultant shall neither
solicit nor accept gratuities, favors, or anything of monetary value for work completed under
the Scope of Services. To the extent permissible by state laws, rules and regulations, the
standards adopted by the Consultant shall provide for penalties, sanctions, or other disciplinary
actions to be applied for violations of such standards by the Consultant.
9. INDEPENDENT CONTRACTOR.
The Consultant shall perform each element of the work set forth in the Scope of Services as an
independent contractor and shall not be considered an employee of the Agency. This
Agreement is by and between the Consultant and the Agency, and is not intended, and shall not
be construed, to create the relationship of agent, servant, employee, partnership, joint venture,
or association, between the Agency and the Consultant.
10. SUCCESSOR AND ASSIGNMENT.
The services as contained herein are to be rendered by the Consultant whose name is as appears
first above written and said Consultant shall not assign nor transfer any interest in this
Agreement without the prior written consent of the Agency.
11. INDEMNIFICATION.
The Consultant agrees to indemnify, defend and hold harmless the Agency and the City of San
Bernardino ("City"), its agents, officers and employees from and against all liability, expense,
including defense costs and legal fees, and claims for damages of any nature whatsoever,
including, but not limited to, bodily injury, death, personal injury or property damage arising
out of this contract from Consultant's negligence, errors or omissions connected with the
services performed by or on behalf of the Consultant pursuant to this Agreement. The costs,
salary, and expenses of the Agency's legal counsel in enforcing this Agreement on behalf of the
Agency shall be considered as "legal fees" for the purpose of this Section.
12. COMPLIANCE WITH LAWS.
The parties agree to be bound by applicable federal, state, and local laws, regulations and
directives as they pertain to the performance of this Agreement.
13. SEVERABILITY.
In the event that any provision herein contained is held to be invalid, void or illegal by any
court of competent jurisdiction, the same shall be deemed severable from the remainder of this
Agreement and shall in no way affect, impair, or invalidate any other provision contained
3
P:\Agendas\Agenda Attachments\Agmda AttachmentslAgenda Attachments\Agrmts-Amend 2009\02..02-09 Professiooal Services Agreement - COllsultanl J. Durr,doc
herein. If any such provision shall be deemed invalid due to its scope of breadth, such
provision shall be deemed valid to the extent of the scope or breadth permitted by law.
14. INTERPRETATION.
No provision of this Agreement is to be interpreted for or against either party because that party
or that party's legal representative drafted such provision, but this Agreement is to be construed
as if it were drafted by both parties hereto.
15. ENTIRE AGREEMENT.
This Agreement supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to the retention of the Consultant by the Agency and contains all the
covenants and agreements between the parties with respect to such retention.
16. WAIVER.
No breach of any provision hereof can be waived unless in writing. Waiver of anyone breach
of any provision shall not be deemed to be a waiver of any other breach of the same of any
other provision hereof.
17. CONTRACT EVALUATION AND REVIEW.
The ongoing assessment and monitoring of this Agreement is the responsibility of the Interim
Executive Director or designee.
18. TERMINATION.
This Agreement may be terminated for the convenience of either party by giving written notice
of at least thirty (30) days.
19. NOTICE.
Notices herein shall be presented in person or by certified or registered United States mail, as
follows:
To the Consultant:
June Durr, Marketing Consultant
Post Office Box 3463
San Bernardino, California 92413
(909) 882-7431
To the Agency:
Emil A. Marzullo, Interim Executive Director
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
(909) 663-1044
Nothing in this paragraph shall be construed to prevent the giving of notice by personal service.
4
P:\Agendas\Agenda Attachments\Agenda Attachments\Agenda Attachmcnts\Agrmb-Amend 2009\O2~2-09 Prof~sional Service! Agreement _ Consultant J. OurT.doc
20. ENTIRE AGREEMENT.
This Agreement with Exhibit "A" constitutes the entire understanding and agreement of the
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first written above.
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
Dated:
By:
Emil A. Marzullo, Interim Executive Director
Approved as to Form and Legal Content:
BY~
Agency oun I
CONSULTANT
Dated:
By:
June DUff, Marketing Consultant
5
P:\AgendulAgenda Attachmentsl.Agend4 AttachmentslAgc:nda AnachmentslAgrmts-Amend 2009\02...02-09 Professiooal Services Agreement. Cmsu1tant J Ourr.doc
Exhibit" A"
June Durr
Scope of Services
. Follow on existing Agency Marketing projects
. Website completion and public relations launch
. Gamer Holt "YETI" Project party & media launch
. Marketing/advertising outreach - EDA W Downtown Core Project
. IE Tourism Guide reserved Ad - design and editorial
. Continued Advertising and promotion/publicity of Agency programs, services, projects,
venues to be determined for 2009
. Enterprise Zone Marketing support
. California Theatre/Sturges/Arts support
. New niche marketing projects/services, including, but not limited to:
. International trade relations and cultural marketing support
. 2009 1 st quarter - Power of 24 Multi-media concept project currently under finalization for
Interim Executive Director evaluation, launch and interim implementation; Coordination
and management of the Agency's marketing components for the Power of24 publication on-
line/web, TV3/IEMG and Radio partnership with EDA and San Bernardino County, The
Business Press, KTIE 590 AM Radio, Pirih Productions; (the Agency's conceived business
information niche product extended to San Bernardino County's 24 cities)
. Finalize Agency's Santa Fe Depot and California Theatre's segment on Huell Howser's
"Californias Communities" in association with the California Redevelopment Association
. Other assignments as per the Agency's Interim Executive Director
P\AgendaslAgmda Anachments\Agenda Attachments\Agenda Attadunents\Agrmts-Amend 2009\02.oHl9 Professional Services Agreoneot - Consultant J. OulT_doc
Exhibit "8"
BIOGRAPHY - TUNE DURR
June Durr has over 35 years of marketing & public
relations experience in the public/private sectors in the
Los Angeles, Orange County and Inland Empire areas.
Her expertise and interest has included a wide range of
fields from business owner, motor sports marketing to
corporate marketing in the fashion & shopping center
industries, public administration as the City of San
Bernardino's first marketing & public affairs director
under former Mayor Judith Valles, and currently serves
as marketing & public relations manager for Maggie
Pacheco, executive director for the City's Economic
Development Agency, under current Mayor Pat Morris.
June's career highlights include creating professional dress & career workshops for
women, establishing Southern California's first mall teen board in the Inland Empire
with Teen Magazine, where she was the first to train physically challenged teens and
young adults for fashion shows & advertising; she created the first mall children's
theater for the performing arts and established public/private programs for children's
manners & etiquette classes.
June sits on many boards but her favorites include the SB Symphony Board of
Directors where she is founder & advisor of the 20-year Symphony Debs & Red Tie
Guys regional high schools music appreciation program, and the SB Convention &
Visitors Bureau on the marketing committees for the Board and new California
Welcome Center. She has received many honors over the years, including two recent
Polaris awards for marketing excellence from the Public Relations Society of
America, Town & Gown honoree in 2003, and most recently National Association for
Female ExecutivesfRegional For You Network's first Trailblazer Award recipient.
Her education credentials include a scholarship to Weber CollegefUtah where she
majored in Business Administration; Fashion Institute of Design &
MerchandisingfLos Angeles "Marketing Communications/, Cum Laude; Marketing
Certification - International Council of Shopping Centers (ICSC).
June is a former fashion model and current speaker/author and certified member of
CLASS Professional Services, and is working on a series of children's books that
address social issues under "The Adventures of Malia Mouse" story line, after her
granddaughter, Malia June. A cancer survivor, her next personal focus is creating
awareness for prosthetic advancement for people with special needs under a
campaign she calls "Out on a Limb."
Her life-long motto is: "Don't follow where the path leads, instead find a new path &
blaze new trails!"
Exhibit "8"
Management Development Participants,
You're invited to
explore
The four
P's of
PROFESSIONALISM
Packaging, Poise, Product and Presentation
To move up the ladder of success we all need a reality check and this class
does just that! You will learn tips on how to enhance your personal
management style. beef up your personal demeanor/image, learn why
marketing/public relations and effective communication to your boss, co-
workers and the public is critical, as well as and take control of your future.
By June Durr, Marketing & Public Relations
Manager, Economic Development Agency
Date: Wednesday, April 18, 2007
Time: 2:00 p.m.
Location: Basement, Multipurpose Room
City Hall
If you are interested in attending, please RSVP with Helen Nguyen,
x5161 no later than Friday, April 13, 2007.
FILl No.
2$<fJO-OOS
Entered Into Rec. at MCC/CDC Mtg: :;)7-./0 I
by: ~ ~~,{~
Agend~ If;). 5"
by: . .l ~~
City Clerk/CDC Secretory .
City ot San Bernardino
LEWIS BRISBOIS BISGAARD & SMITH LLP
ATTORNEYS AT LAW.
6S0 EAST HOSPITALITY LANE, SUITE 600, SAN BERNARD/NO, CA 92408
PHONE: 909.317.113.0 I FAX: 909.387.1131 I WEBSIT!!: :www.lbbala....eolll
GAIL r. MoN'rOOMUY
DIUcT DIAL: 90UII.7\4\
E-MAIL:~.""",
1anuary 30, 2009
Chairman and Membas of the
Community Dcve10pmeat Commission of
the City of SanBcm.ardino
. ,.
Dear Chairman and Members:
This finn has been lBked to render an opinion regarding the attached UllSiped independent
cootraetor ..-ent with Ms.1une Durr as scheduled to be entered into with the Redevelopment
Agency of'the City ofSan Bc::niJaTdlno (the "Agenc:y") as of'Mooday, February 2, 2009.
We are aware of the lepl definition of employer-mnployee relalionships and the distinctions
betwem the regular employees of'the Agency and Independent contraetors such as Ms. Durr under
her proposed ~t with the Agency; .
The Internal Revenue Service ("IRS") has published SUide1lnes to descn'be various situations that
could be ohamcterized as either employer-employee or independent contnletor in the document
entitled "IRS PublicationNo. 1 S-A, 2. Employee or Independent Contractor?" It is aoceptcd practice
. that an employer must withhold fedei:'al income taxes, withhold and pay social security and Medicare
taxes and pay unemployment taxes on the wages paid to an employee. An employer is notlenerally
required to mske similar withholdillgs and payments with respect to independentcontractor:s. The
Agency intends to provide Ms. Durrwith a Form .1099 at the end of each. calendar year for the dollar
amount of the indcpaIdent contractor compensation peld to Ms. Durr cIurina each. calendar year.
'TIl.e common law rule provides three (3) factors that are oonsidered in any deten:nlnaUon as to
wMthcrananpJoyer-employeere1atiooshlpexistsorwhetha-an~eoatnctor~t
has been estabHfhed A boaa fide ID4qlendent _tractor etams is aenerally evidenced by the
.follOwiIlg factors: (i) the 'incIepmdcot CODtnIotor' retaias the right to control anddiseretion IS to the
- ofperfomumce of the contract for ..-rices in that the result of the wort and not the__
by Wbidl it is ~ is the primary l'aetorberpiaod for, (if) ""'~1 cootml, and (ii) the
type of~ bdw_ the parties.
TIl.e finsl dccermlnstioa. ofwhethcr an employcr-cmployee or independent _tractor l1TIIIiement
exists is a fiIctuaI matter bssod upon neb factors as the text and intent esreem-t, if any, the woridiIg
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0IWIall000lm' I I'Hol!Iax IlAaumno I lWl__ , lWlOllao I SANI'lANasco I YAWl. , TucION
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LI'!WIS BRISBOIS BISGAARl> &; SMrm UP
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Chairman and Members of the CoDUlllltlity
Development Commission of the City of San Bernardino
January 30, 2009
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conditiOllS and IICN""modatioas as provided by the employer, control over the time and place the
work is performed, providiaa other Support services, reimbursements ofbuRIN'$S ~penses and other
facton unique to eaoh situation. . .
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Ms. Durr has obtained a Business Registration License from the City of San Bernardino to conduct
her business as a DIII1'Iteting consultant to the Agency and to other entities and orsanizatiOllS. The
Apncy has not established any minimum or maximum hours for Mr. Durr to conduct her
professional marketing services to the A,ency, the Agency will not llOntrol the manner or times of
the day when Ms. Durr provides professional services, and the financiaI lll1'a1'lgement is based solely
on lUl hourly fee for hours worked with li1ili1ed reimbursements that must be approved by IppI'Opriate
Agency staft: Ms. Durr will be provided office space at f!le A,ency offices, if lUld to the ~tent such
is available, but it is assumed that Ms. Durr will utilize her home or other commercial office space
to conduct the primary scope of services for the Apncy. The fact that Ms. Durr retired ftoom the
Agency as an employee in 2008, doesnotDecessarilyprecludeherrmidering ofprofessional services
to the .Agency DOf does It prevent such arra.ngement ftoom being cbaraeterized as that of lUl
. independent llODtractor.
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Based lIpon all the facts andrevicw of the attached WlSigned agreement as proposed with Ms. Durr,
. we llODelude that Ms. Durr should be considered to be lUl independent coDtractor of the Agency lUld
should not be considered as lUl Agency employee provided that the llODtract terms are performed in
accordance with the proposed agreement.
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LEWIS BRI8BOIS BISGAARD &; SM1TII UP
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AGREEMENT FOR PROFESSIONAL SERVICES
This Agrcanent fOr Profcsaional Serviees (this "Agrcanent ") is l1IlIde and entcnd iBto on
this I"'" day of December 2008, by and betweeo the Redovelopment Agmcy of the City of 8811
Bernardino, a public body, C01JlOl8te and politic (hcnimrl\cr ""'..4 to as the "Apacy") and June
Dutr, MarlcetiBg Consult8l1t (hereinafter ref<<rcd to as the "Consutt8l1t").
WITNES8ETH
WHEREAS, the CoDSult8l1t has over thirty-five (35) yean of experience in marlceting and
public relations II1ld c:Jq>ertise in the pllbliclprivate sectors in the Los Angeles, Orange County and
Inland Empire areas; and
WHEREAS, the Agency and the Consu11ant desire to enter into this Agreement to utilize the
CoosuIt8I1t's services fOr marlcding and'public relations servlees as dcsaibcd in Exb1'bit "A" (the
"Scope of Services") attached hereto and incorporated herein by reference and the Consult8l1t
accepts responslDilities as descn1>ed herein.
NOW, 1HEREFORE, in consideration ofmutuat covenants herein set forth and the mll1llal
benefits to be derived there fi'om, the parties asree to enter iBto this Agrcanent as follows:
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1. TERMS.
(a) This Aareement shaIl commllllce as of the day and year first above written
II1ld shall remain in full force and effect until such time as either party provides a written
thirty (30) day termination notice, and shall be subject to appropriate fimding within the
Alency's annual budget; provided, however, that the term of this Agreemllllt shall not
exceed a d1lllltion through and Including June 30, 2009, unless otherwise amended In writing
by the parties.
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(b) The Coosult8l1t shall pcrfonn wori:: as requested and as needed by the Ageooy
and promptly provide the finished product to the Alency.
CONSULTANT RESPONSIBlJ .lTIES.
Upon the request of the Alency, tho CoosuItant shall pcrfonn each element as nocdcd of the
work described In the Scope ofServiees, Exhibit "A." The Consu1tant a>mmiq the principsl
pellK)nnel1istcd below to the Scope of Serviees fOr the d1IIlItion at this Agreement:.
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Consultant: June Durr
3. AGENCY RESPONSIBII .lTllI's.
The Consult8l1t shall provide all SIIpplies and materials necossay to accomplish the wori:: In
the Scope of Services, Exhibit "A". The Agmcy shall provide, In a reasonable timely
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fashion, the Consultant with any documentation, records, reports, statisties or othc:c data or
information pertinent to the Scope ofScnices, which _ reasonably available to the Agency,
and n~sary to complete assigmncats.
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4.
CONFIDENTIAI.lTV OF REPORTS.
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The Consultant shall keep confidential aU rcports,lntOnmtion and datafllCCived, I'ftlPIRd or
assernbIcd JIIIfS1iIllDl to pcrfbrmenec hcrcund<<. Such inf'om!atlon IlbaD mot be m..sc avaiIablc
to uy pcrsoo, __ reI-. firm, CllIpOI'&tion, or entity without prior written eonscnt of the
Agency's Interim Executive Director or designee.
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S. COMPENSATION.
The maximum compensation for the Cooaultant', scrviccs,lneluding Consultant's costs and
expcnscs, compensation shall be cqusI to Forty-Five DolJars ($45) pcr bourwith a maximum
not to exceed the fiaurc of S50,OOO in uy one fiIeaI year. Rcimb1lr8allalt for travel,
includingtrave1 mileage at the CU1'I'eDt Inteme1 Revenue Service rate, and reimbursameo.ts for
business luncheon meetings ,1W1 be ~vecl by the Interim Executive Director, in
writing on a ~by-csse basis, and shall be submitted for reimbursement with the
Consultsnt's monthly invoice as supported by documentation in accordance with the
Agency's policies and procedures. Durlngthe term of this Agrecn1cm, the Agcncysbal1 pay
the Consultant 00 a bi-monthly-. (IlVa)'two wccb) 1Iponrcceipt ofan itllm~ Invoice
from the Consultant, normally within two (2) weeks of receipt of said invoice. Said
compensation shall be oonsidered fu1l ud complete reimbursement for all of the
Consultut's costs associated with the services provided hereunder.
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6. USE OF FUNDS.
The funds paid to the Consultsnt shall be used solely for the purpose as set forth in this
Agreement and in accordance with the Scope of Services. The Consultant shall remain in .
compliance with all state, federal and local laws prior to the receipt of any reimbursement
hereunder.
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NONDISCRIMINATION: MONITORING AND REPORTING WORK
PERFORMANCE.
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The Cooaultant nall not discriminate because of race, color, national orl&ln. creed, relicion,
sex, marital status or physica1llandialp. At the request of the Interim Executive Director, or
designee, tbc Consultsnt shalt provide reports or other work produet& as ~ no later
tlJan on asrccd upon dates of completion. F8ihrrc to provide such work products may
prevent payment of the Consultant's nqucsts for compensation, and may jlIstify the
temporary withholding as provided herein. The Agcncy __ tbc rfeht to waive such
broach, without prqudice to any other of its rlJbts lMmmder, upon a findina by the Interim
Executive Director or designee that such failure was due to extrlordilwy circum.ttsnecs and
that such breIch has been timely cured without prejudice to the Af,ency.
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CONFLICT OF INTEREST.
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The Coosultant shall maintain a code or standard of conduel The Consultlmt shall noilher
solicit nor aocept sramities, favors, or IlIytbing of moBdary value for work OC>lnplCltcd UDder
the SClOpll of Serriees. To the ex_t permissible by state law.,- Mea aa4 rcp1atioas, the
standards edopted by the ConnIt&nt shall provide for pcoa1ties, 1tIDCItloos. or other
diseiplinaJy dOllS to be epplied for violations of such slmdards by the Consultlmt
INDEPENDENT CONTRACTOR..
The Partics intend that the rcIatiODSbip betwem them crested UDder the ~t is that of
an independent contractor only. The Consultant shall perform each c1llmClDt of the work set
forth in the Scope of Servlocs as lUlindependlll1t contractor and shall not be considcnd an
employee of the Agency. This ~t is by and between the Consultant and the~,
and is not intended, and shall not be construed, to ereate the rcIatioMhip of ssmt. servant,
employee, partnership, Joint Vlll1t11rc, or association, between the Apacy and the Consultant
The Agency is intcrcstod only in1he rcsmts obtaiRod under the Aarccment; unless othlll'Wise
indicated and under unusus1 ein:umstanoes, the IlUIIIIla' III1d Il1ClIlIS of }'<'Ifb.inin& the services
8Jll subject to the Consultant's sole COIltroL The Consultant shall have no right or authority
to bind or commit the Ap1cy, unless specifically authorized m writin& by the Interim
Executive Director in each specifio instanee. The Consultant shall not be llDtitled to any
benefits, including. without limitation, wodccr's oompeIlSlItioo, disability iDsuranoc, vacation
or sick pay. The Consultant shall be rcspoosible for providing at her CKpenso, lIlld In her
name, disability, worker's compensation or other imunnce.
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The Consultant assumcs full and sole l'llSpOnsibllity for, lIl1d shall therefore pay, any lIl1d all
federallll1d statlllnoome taxes, Social Security, estimated taxes, Wll!l1l;p10)'ll1Cl'lt taxes, lIl1d
any other taxcs inourrod as a result of the OOInpCI1S8tion set forth herein. The Consultant
agrees further to provide the Agency with proof ofpaymlll1t upoIl reasonable demand. The
Consultant holds the Agency lwmlcss from and against IIIlY and all claims, demands,losses.
costs, fees, liabilities, taxcs, pcna1ties, damages or injuries suffcnd by the Aglll1cy
(including, but not limited to, attorney fees lIl1d court costs, whether or not litigation is
commcooed) arising out of the failure of the ConsuItIIIlt to comply with this provision.
Furthc:c, this right of mdcmnlfioation shall apply to lIllY lIlld all claims, demlll1ds, losses,
costs, fees, liabilities, taxes, pcnaItics, damages lIl1d injuries suffm:d by the Ap1cy as a
result of the classification of the Consultant as imdependent oontmctor under this Aar-nml
10. RECORDS.
The Consultant shaI1 keep fulllll1d lICCIIrllte I'llOOl'ds of all oonsulting work pafo..-i under
this Agreemeot. All rccoros, OOD_t, 8lcetches, drawlnp, prints, computations, charts,
raports and other documentation made in the co_ of the OOILI'ldting work l'Caftamed
hereImdc:c, or m anticipation of the OOImlIting work to be paformed m l'IlpId to this
Apement, shsIl at all times be and remain the sole property of the Ageacy IIIld the
ConsuItIIIlt shall turn over to the Agency all copies of the Work Records withln sevm (7)
calendar days after a writtm request by Agency.
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11. BUSINESS LlCENSJ!:SIJ'IN.
Consultant shal1 obtaiD . S_ Bernardino bl.-_ li_ and provide the ~cy with
evidence that her liecDsc his ~ obtained on or before February 2. 2009. The Consultant
agNG to keep said license C8I'Rnt and valid tbroqhout the term of this ~.
The Consultant shal1 obtain. state and federal taxpayer identification Dumber and shall
provide evidence to the },pcy that this number has been obtained.
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12. RIGHT TO OBTAIN OTHER CONTRACTUAL ARRANGEMENTS.
The Consultant at MY time has the right to: <a} acecpt emplO)'lllent or other association with
my person, redevelopment agency. city or company in the Uniled Slates of America or my
Territory therco( orlhrough media reasOnably lICOaSible Dypct'lOl1S in the UnitedStatcs of
America or my Territory thereof, or (b) in the United Slales of America or my Territory
thCf'llO( or through media re&SO!lhbly accessible by Persons in the United States of America
or my Territory thercot engage in activities, projects or servIces similar in nature or
competitive with those of the Agency,limited onlyby the oonfidcntial information desonDed
in Section 4. or (e)beoome employed by.lSSOeialc with or otherwise engage my tlI1tily
myw'herc in the world. The Agency aeknowleclgcs that the provi3ioos of this Seetion12 arc
reasonable in light of the legitimate business needs of the },pcy.
13. SJICY'Il'SSOR AND ASSIGNMENT.
The services as contained herein arc to be rendered by the Consultant whose name is as
appears first above written and said Consultant shall not assign nor transfer any interest in
this Agreement without the prior written consent of the Agency.
14. INDEMNIFICATION.
The Consullant agrees to Indemnify, defend and hold harmless the Agency and the City of
San BCll'IllIrdino ("City"). its agents, oflicers and employees from and qainst all liability.
expense, includini defense oosts and legal fees, and claims fur dan:1qcs of my nature
whatsoova". ineluding. but IlOt limited to. bodily hyury, death, personal hyury or propa:ty
~ arising out of this Asreement from the Consultant's or the Consultant's emplo;yccs
or agents negli&cncc. mws or omissions connected with the services patOrmed by or on
behalf of the Consultant pul'lIUUt to this Agreement. The oosts,sa1ary. and expenses of the
Agency's I. counsel in ~ this Agreement on behalf of the Agency shal1 be
considered as .... fees" for the purpose of this Section The Con&ultant agNG to obtain a
policy ofiDsuraace in the minimum amount oCSSOQ.OOO.OO (five lauDdn4thousmd dol1ers)
to cover any and all Jud:1 elaims. The Consultant shall provide the Agency with evidenoe
that 1he D<<:esSary tiabl:tity iDaurance has been obtslMd, and that the Agency bas been_ed
as an additional insured on said policy by FebrulIry 2. 2009.
15. MODIFICATION.
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This Agreemrmt may be supplemented, amended, or modified oolyby the mutual agreemrmt
of the parties. No supplCll1ent, amendment, or modification of this Agreement sball be
binding unless it is ia writing and signed by both parties.
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16. CHOICE OF LAW.
This Agreemmt, and any dispute arising from the relationship between the parties to this
Agreement, shall bc governed by Califomia law, excluding any laws that direct the
Ipp!ication of another jurisdiction's laws.
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The partiesagrec to be bOund by applicable federal, state, and locsllaws, regulations and
directives as they pertain to the perf'onnance of this Agreement.
18. SEVERABU.JTY.
In the evmt that any provision herein contained is held to be iavalid, void or illegal by any
court of oompetellt Jurisdiction, thc same shall be deemed severeble from the remaiD6er of
this Agreement and shall ia no way affect, impair, or invalidate any other provision
contaiaed herein. If any sud:1 provision shall be deemed iavalid due to its soope ofbRadth,
such provision shall be deemed valid to the extrmt of the soope or breadth permitted by law.
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11. COMPLIANCE WITH LAWS.
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19. INTERPRETATION.
No provision oftbis Agreement is to bc iaterpreted for or against either party because that
party or that party's legal representativc drafted such provision, but this Agreement is to be
construed lIS if it were drafted by both parties hereto.
20. CONTRACT EVALUATION AND REVIEW.
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The ongoing lISSCllSInent and monitoring of this Agreement is the rcsponaibility of the
Interim Executive Director or desisnee.
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21. ENTIRE AGREEMENT.
This Agreement supersedes any and all other agreemmts, either oral or in wrilin& between
fhe parties hereto with respect to the retention of the Consultant by the Agency and oontaina
all the oovenants and ~ts between the parties with respect to such retention.
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22. WAIVER.
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No waiver of a breacl1, failure of illY ClOIldition, or illY right or remedy contained in
or snmted by the provisions of this AaRanent shall be effective unless it is in writing and
siped by tho pmy waiving tho breacb, failure, riskt, or remedy. No waiver of any brcact1,
failure, right, or remedy, abdl be dcc:med a waiver of any other breach, failure, risbt. or
remedy, whcth<< or not similar, nor shall any waiver comstitute a continuina waiver unless
tho writing so specifics.
23. ARBITRATION.
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With the exception of matters in whioh equitable or injunctive relief is sought or reqllired,
tho parties hereto shall submit all disputes relating to this AaRancnt. wheth<< soundins in
contract, tort, or both, to bindimg arbitration, in accordance with California COOe of Civil
Procedure Sections 1280 tbrouP 1294.2. Either party lIllIY enforce the award of the
aIbitrator und<< SeoIion 1285 of the COOe of Civil Procedure. The parties understand that
they are waiving their rishts to a jury trial. For mattcn in which equi1able orlJVunctive relief
is sought or required, a court of competent jurisdiction shall be tho appropriate forum.
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The party demanding mbitration sbaI1 submit a written claim to the oth<< party, setting out
the basis of the claim and proposing tho name of l1li ntrator. The respondina party shall
have ten (10) business days in which to respond to !his demand in a written answer. If this
respomse is not timely made, or if the responding pmy I&fCCS with the person proposed as
the mbitrator, than tho person named by the cIemandi:ng pmy shall_as the aIbitrator. If
the responding pmy submits a wri1tcn _<< rejectiug the propoaed aIbitrator and the
parties cannot oth<<wise acree on l1li mbitrator, on the request of either party the AmeriCIIII
Arbitration Association shall select an mbitrator. Except fur discovery (as detailed below),
the mechanics of the eMtration shall be established by the arbitrator.
Umited discovery shall be available. No more then thirty (30) days bctbre the mbitration
hearing, a party lIllIY serve a document request calling for any c:tocmnent that would be
discoverable in civil litigation. The party served with this request shall dcl1vcr the requested
documents and any objections within five (5) business days. The arbitrator may resolve any
dispute over the exchange of documents. Thenlafter, each party may take no more than two
(2) depositions, each ofwhlch .halllast no more than four (4) hours each. The arbitrator
lIllIY resolve any dispute over the dqlositions as they would be resolved in civil litigation.
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The parties agree that the arbitrator shall be authorized to award attorney fees and costs to
the prevailing party.
24. NOTICE.
Notices herein sbaI1 be presented in person or by certified or registered United States mail, as
followa:
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To the Consultant: 1_ Durr, Matketing Consultant
Post omce Box 3463
San Benwdlno, California 92413
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(909) 882-7431
To the Agency:
Emil A. Marzullo, Interim Executive Director
RedevelopmcDt AfPICY of the City ofSen Bernardino
201 North "B" Street, Suite 301
San Bernardino, Calif'omia 92401
(909) 663-1044
Nothing in this parajll"Bph shall be oonslI:Ued to prevent the giving of notiee by personal
service.
25. ENTIRE AGREEMENT.
This Agreement, with Exhibit "A," OOI1sUtutcI the final, eompIele and excl\lSive statemeat
of the terms of the a~t between the parties pertaining to the cnppnent of the
Consultant by the Agency and the entire undcntanding of the parties and supenedes all prior
and contemporaneous undcrstaJidin&s or qreements of the parties. No party has been
indlJced to enter into this Agreement by, llOl'is any party relying on, any representation or
warranty outside those expressly set forth in this Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and
year first written above.
AGENCY
Redevelopment Agencyofthe City of San Bernardino,
a public body, corporate and politic
Dated:
By:
Emil A. Marmllo, Interim Executive Director
Approved as to Form and Legal Content:
By:
AfPICY Counsel
CONSULTANT
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Dated:
By:
1une Durr, Marlcetin& Consultant
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Scope of Servkes
. Follow on existing ~cy Madeeting projects
. Wcbsite completion 8Ild public relations launch
. Gamer Holt "YETI" Project party &; media launch
· MarlcctinWadvertising outreach - EDA W Downtown Core Project
. m Tourism Ouide reserved Ad - design and editorilli
· Continued Advertisintl and promotionlpublicity of Agency programs, services, projects,
venues to be determined for 2009
. Enterprise Zone Marlceting support
. California TheatrelSturgesl Arts BIlppOrt
· New niche madecting projects/services, including, but not limited to:
· International trade relations and cultural marlceting support
. 2009 III quarter - Power of24 Multi-media eoncc:pt project currently under finalization for
Interim Executive Director lMIiuation, launch and interim Implementation; Coordination and
lll8IIlIgCment of the Agency's marlceting componeBts for the Power of 24 publication on-
Iinc'wcb, TV31lEMG and Radio partnership with EDA and San Bernardino County, The
Business Press, K.TIE S90 AM Radio, Pirih Productions; (the ~cy's conceived business
information niche product extended to San Bernardino County's 24 cities)
· Finalize Agency's Santa Fe Depot and California Theatre's segment on Hucll Howser's
"California's Communities" in lISSOCiation with the California Redevelopment Association
. . Other assigmnents as per the Agency's Interim Executive Director
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