HomeMy WebLinkAboutR34-Economic Development Agency � CITY OF SAN BERNARDINO
ORIGINAL
ECONOMIC DEVELOPMENT AGENCY
FROM: Emil A.Marzullo SUBJECT: Westbound Communications - Agreement for
Interim Executive Director Professional Services for the Preparation of an
Economic Development and Branding Campaign
for the Downtown Core Vision and Action Plan
DATE: March 31,2010 Area and the Economic Development Agency
revitalization efforts
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--------------- -- ----------
Svnoysis of Previous Commission/Council/Committee Action(s):
On February 18, 2010, Redevelopment Committ ee Members Johnson, Baxter and Brinker unanimously voted to recommend
that the Community Development Commission consider this action for approval.
----------- ------ -- - ---
Recommended Motion(s):
(Community Development Commission)
Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing
the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino("Agency")to execute
an Agreement for Professional Services by and between the Agency and Westbound Communications, for the
preparation of an Economic Development and Branding Campaign for the Downtown Core Vision and Action Plan
Area in furtherance of the Economic Development Agency revitalization efforts
i -- ------------— --- --------
Contact Person(s): Jeffrey Smith Phone: (909)663-1044
Project Area(s): Citywide Ward(s): All
Supporting Data Attached: Q Staff Report 21 Resolution(s)IZ Agreement(s)/Contract(s)❑Map(s)❑Letter(s)
i
not to exceed Southeast Industrial Project transfer to Budget
2 FUNDING REQUIREMENTS: Amount: $ $150,000 Source: Line Item 6600-Consulting Services
Budget Authority: Fiscal Year 2009-2010 Agency Budget
Signature: Fiscal Review:
Emil A.Mar In Brim Executive Director Lori Pan o- ry,Iy Administrative Services
QDirector
Commission/Council Notes: �LSp �•��[�,l /O-
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�Agenda Item Number: °3 7
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
WESTBOUND COMMUNICATIONS -AGREEMENT FOR PROFESSIONAL SERVICES
FOR THE PREPARATION OF AN ECONOMIC DEVELOPMENT AND BRANDING
CAMPAIGN FOR THE DOWNTOWN CORE VISION AND ACTION PLAN AREA AND
THE ECONOMIC DEVELOPMENT AGENCY REVITALIZATION EFFORTS
BACKGROUND:
Since 1996, Westbound Communications (the "Consultant")has provided public relations and strategic
marketing services to cities, government agencies, business districts and private corporations. The
Consultant have assisted the following cities with their revitalization efforts: Los Angeles, Anaheim,
Irvine, Corona, West Hollywood and Buena Park, by assessing complex downtown issues, identifying
opportunities and creating strategies and action plans. The Consultant has also assisted in the
implementation of these plans and strategies.
In March 2009, the Consultant was retained under the Redevelopment Agency of the City of San
Bernardino's ("Agency") purchase order authority to provide public relations consultation and
marketing services and to supplement the efforts of the Agency's Marketing Manager June Durr, for
the purpose of marketing, outreach and informing the public of the development of the City of San
Bernardino ("City") Downtown Core Vision and Action Plan ("Vision Plan") and related downtown
revitalization efforts. With the assistance of the Consultant, a public outreach and marketing strategy
and approach have been implemented to continue implementation of the downtown revitalization
efforts.
In July 2009, the Consultant was selected as the public affairs and marketing firm by
SANBAG/Caltrans for Phases 3 and 4 of the $173 million I-215 Freeway Widening Project, increasing
and expanding their scope and coverage of the Inland Empire with their services. Additionally, their
local experience and expertise in marketing and public relations campaigns, along with their first-hand
knowledge and personal history of the City and Southern California is helping them with their current
and on-going work with Omnitrans, sbX Bus Rapid Transit Project, OCTA and the South Coast Air
Quality Management District(AQMD).
CURRENT ISSUE•
As the Vision Plan was being prepared, and has since been endorsed by the Mayor and Common
Council of the City of San Bernardino ("Council"), continued interest has been positive and promising
from the community. The Agency, along with the continued assistance from the Consultant, has
prepared and provided additional outreach material, made presentations and facilitated meetings with
media outlets and community groups, other public agencies, interested parties and individuals in
promoting dialogue and furthering the Vision Plan towards implementation.
In light of this effort, the Agency seeks to seize upon a greater opportunity to change a number of
misperceptions about Downtown San Bernardino and the City; the lack of awareness of the many
P\AgeMas\Comm Dev Commission\CDC2010\04-05-IOWeOmb dCom manic.tion s-Agxmentf.,P fessionalSmim SKd. COMMISSION MEETING AGENDA
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Agenda Item Number: Rl"o
Economic Development Agency Staff Report
Westbound Communications -PSA
Page 2
quality features of the City that contributes to a higher standard of living, and the lack of understanding
of the potential commercial, industrial and residential development opportunities in the City. The
success of Downtown San Bernardino's revitalization efforts hinges largely on the public perception of
the City and its offerings, and henceforth is the reasoning for retaining a local and well versed public
affairs firm to initiate a public relations/branding campaign on behalf of the Agency in its promotion of
the City. They have also built a strong industry network across Southern California and 12 western
states. They have an in-depth understanding of major media markets, business climate, particular
consumer behaviors and overall geography. This privileged information helps the Consultant
influence and shape local community opinions for their public affairs clients and deliver targeted
marketing expertise to their consumer clients.
Hence, it is proposed that the Agency continue its relationship with the Consultant for the above stated
reasons and to partially replace the activities of June Durr, who has retired. Agency Staff recommends
that the Agency enter into an Agreement for Professional Services ("Agreement") for an amount not to
exceed $150,000 for an approximately 12-month work program. The requirements for payments are
noted in the Agreement. The Agreement also contains the Scope of Work to be undertaken by the
Consultant and will be attached to the Community Development Commission of the City of San
Bernardino ("Commission") agenda report.
ENVIRONMENTAL IMPACT:
This item does not meet the definition of a "project" under Section 15378 of the California
Environmental Quality Act("CEQA").
FISCAL IMPACT:
Account Budgeted Amount: Not to exceed $150,000 to be transferred from Southeast Industrial Park
surplus tax increment to Budget Line Item 6600. Balance as of. March 31, 2010 (surplus tax
increment is presently indeterminable)
Balance after approval of this item: N/A
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
Z �,&
Emil A. Mamullo,Interim Executive Director
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Meeting Date: 04/055/2010
Agenda Item Number: P—uU
1
RESOLUTION NO. copy
2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
3 INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY
4 OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN
AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE
5 AGENCY AND WESTBOUND COMMUNICATIONS, FOR THE
PREPARATION OF AN ECONOMIC DEVELOPMENT AND BRANDING
6 CAMPAIGN FOR THE DOWNTOWN CORE VISION AND ACTION PLAN
AREA IN FURTHERANCE OF THE ECONOMIC DEVELOPMENT
7 AGENCY REVITALIZATION EFFORTS
8
9 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a
10 public body, corporate and politic existing under the laws of the State of California, California
11 Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (the "CRL"), and
12 is charged with the mission of redeveloping blighted and underutilized land; and
13 WHEREAS, the Community Development Commission of the City of San Bernardino (the
14 "Commission") is the governing body for the Agency; and
15 WHEREAS, since 1996, Westbound Communications (the "Consultant"), has provided
16 public relations and strategic marketing services to cities, government agencies, business districts
17 and private corporations, by identifying issues affecting downtowns, creating plans and strategies
18 for implementation purposes; and
19 WHEREAS, the Consultant was retained by the Agency to provide public relations
20 consultation and marketing services and to supplement the efforts of the Agency, for the purpose of
21 marketing, outreach and informing the public of the development of the City of San Bernardino
22 ("City") Downtown Core Vision and Action Plan (the "Vision Plan") and related downtown
23 revitalization efforts; and
24 WHEREAS, since the endorsement of the Vision Plan, the Consultant has continually
25 assisted the Agency with outreach efforts, promoting dialogue, prepared information for
26 publications and presentations, facilitated and participated in meetings with interested individuals,
27 community groups, public agencies and media outlets to further the Vision Plan towards
28 implementation; and
t
1 WHEREAS, the Agency desires to establish a positive influence upon the perceptions of
2 Downtown San Bernardino and the City; and
3 WHEREAS, the success of downtown's revitalization efforts rests largely on the public
4 perception of the City and its offerings; and
5 WHEREAS, the Agency desires to initiate a public relations and branding campaign to
6 promote the City; and
7 WHEREAS, on February 18, 2010, the Redevelopment Committee of the Economic
8 Development Agency of the City of San Bernardino (the "Committee") recommended to the
9 Commission approval of an Agreement for Professional Services (the "Agreement"), attached hereto
10 as Exhibit "A" and incorporated herein by this reference, by and between the Agency and the
11 Consultant, to accomplish any and all tasks necessary to prepare a economic development and
12 branding campaign for the Vision Plan area and Agency revitalization efforts; and
13 WHEREAS, the Committee recommended that the Commission approve the Agreement and
14 authorize the Interim Executive Director of the Agency to execute said Agreement with the
15 Consultant for an amount not to exceed $150,000.
16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
17 OF SAN BERNARDINO DOES HEREBY RESOLVE,DETERMINE AND ORDER,AS FOLLOWS:
18 Section 1. The Commission hereby approves the Agreement by and between the Agency
19 and the Consultant in the form as attached hereto as Exhibit "A", and the Commission hereby
20 authorizes the Interim Executive Director to execute the Agreement with the Consultant on behalf of
21 the Agency together with such technical and conforming changes as may be recommended by the
22 Interim Executive Director and approved by the Agency Counsel. The Commission further
23 approves and authorizes the transfer of$150,000 of Southeast Industrial Park surplus tax increment
24 revenues to Budget Line Item 6600—Consulting Services.
® 25 Section 2. This Resolution shall take effect from and after its date of adoption ')y this
26 Commission.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
1
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
2 INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN
3 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE
AGENCY AND WESTBOUND COMMUNICATIONS, FOR THE
4 PREPARATION OF AN ECONOMIC DEVELOPMENT AND BRANDING
5 CAMPAIGN FOR THE DOWNTOWN CORE VISION AND ACTION PLAN
AREA IN FURTHERANCE OF THE ECONOMIC DEVELOPMENT
6 AGENCY REVITALIZATION EFFORTS
7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
8 Development Commission of the City of San Bernardino at a meeting
9 thereof, held on the day of 2010,by the following vote to wit:
10 Commission Members: Aves Nays Abstain Absent
11 MARQUEZ —
12 DESJARDINS
13 BRINKER —
14 SHORETT
15 KELLEY
16 JOHNSON
17 MC CAMMACK
18
19 Secretary
20
21 The foregoing Resolution is hereby approved this day of 2010.
22
23 Patrick J. Morris, Chairperson
Community Development Commission
24 of the City of San Bernardino
Approved as to Form:
25
26 By.
27 Agency Co sel
28
z
EXHIBIT "A"
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2 Agreement for Professional Services
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4
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AGREEMENT FOR PROFESSIONAL SERVICES
WESTBOUND COMMUNICATIONS
This Agreement for Professional Services (the "Agreement') is made and entered into as of
April 5, 2010, by and between the Redevelopment Agency of the City of San Bernardino (the
"Agency"), a public body, corporate and politic, and Westbound Communications (the"Consultant').
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND MUTUAL
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. Supervision of Consultant. The Agency Staff designated in Exhibit "A" shall be
responsible for the direction of any work to be performed by the Consultant and any other consultants
or subconsultants to the Agency under this Agreement. The Consultant shall not undertake any work
under the terms of this Agreement, unless instructed to do so by one of the designated staff members.
(� No other staff member is authorized by the Agency to request services from the Consultant.
2. Term of Agreement. The term of this Agreement shall commence on the date first
appearing in this Agreement and will terminate upon the completion of the services described in the
Scope of Services as referenced in Section 3, unless earlier terminated as provided in this Agreement.
The Agency reserves the right through the actions of the Interim Executive Director to terminate this
Agreement at anytime either with or without cause and at the sole convenience of the Agency upon
delivery of notice of termination to the Consultant; provided, however, that upon the effective date of
any such termination, the Agency shall be responsible to pay and/or reimburse the Consultant for all
services, materials and supplies as may have been furnished to the Agency in accordance with the
Scope of Services as referenced in Section 3.
3. Scope of Consultant Services. The Agency hereby retains the Consultant to provide
the professional consulting services set forth in the Scope of Services attached hereto as Exhibit `B"
and incorporated herein by this reference. The Consultant hereby agrees to perform the work set forth
in the Scope of Services, in accordance with the terms of this Agreement. The Consultant shall
perform the services as set forth on said Scope of Services within the time periods to be identified by
the appropriate Agency representative.
4. Payment by the Agency for Work Performed by the Consultant.
A. The Agency shall compensate the Consultant in an aggregate amount not to exceed One
Hundred Fifty Thousand Dollar-, ($150,000) for completion of the services described in the Scope of
f^ Services set forth in Exhibit "B' filled to the Agency on a monthly basis for the hours worked by each
`�. individual listed on Exhibit`B" .:: I at the hourly rates set forth for each such individual.
1
B. The compensation designated in subsection 4.A. shall be the Total Fee for the
performance of the work and the delivery of the final work product materials, as set forth in the Scope
of Services, billable to the Agency at the hourly rates as set forth in Exhibit `B" based upon the hours
actually worked by the designated individuals. The Total Fee shall include, but not be limited to, the
compensation to all subcontractors retained by the Consultant and all employees of the Consultant to
perform work pursuant to this Agreement in accordance with the hourly rates set forth on Exhibit `B"
and shall be inclusive of all costs and expenses incurred for mileage, travel, graphics, telephone,
printing, fax transmission, postage, copies and such other expenses related to the completion of the
work set forth in the Scope of Services.
C. The Consultant shall invoice the Agency for work performed by the Consultant under
this Agreement each calendar month during the term of this Agreement for the actual number of hours
worked by each designated individual at the hourly rates set forth in Exhibit`B".
D. The Consultant shall submit invoices under this Agreement to:
Redevelopment Agency of the City of San Bernardino
Attention: Jeffrey Smith, AICP, Senior Urban Planner
201 North"E" Street, Suite 301
San Bernardino, California 92401
E. Each invoice of the Consultant shall set forth the time and expenses of each individual
�✓ on behalf of the Consultant incurred in performance of the Scope of Services, during the period of time
for which the invoice is issued. Each invoice of the Consultant shall clearly set forth the names of the
individual personnel of the Consultant performing the work task and any individual subconsultants
utilized by the Consultant, during the time period covered by the invoice, a description of the
professional services rendered on a daily basis by each named individual during such time period, the
respective hourly rates of each named individual and the actual time expended by each named
individual. Each invoice of the Consultant shall be accompanied by copies of all third party invoices
for other direct costs incurred and paid by the Consultant during such time period. The Agency shall
pay all amounts set forth on the invoices of the Consultant and approved by the authorized Agency
Staff personnel who requested the services, within thirty(30) days after such approval.
5. Records Retention. Records, maps, field notes and supporting documents and all other
records pertaining to the use of funds paid to the Consultant hereunder shall be retained by the
Consultant and available to the Agency for examination and for purposes of performing an audit for a
period of five (5) years from the date of expiration or termination of this Agreement or for a longer
period, as required by law. Such records shall be available to the Agency and to appropriate county,
state or federal agencies and officials for inspection during the regular business hours of the
Consultant. If the Consultant does not maintain regular business hours, then such records shall be
available for inspection between the hours of 9 a.m. and 4 p.m. Monday through Friday, excludin&
federal and state government holidays. In the event of litigation or an audit relating to this Agreement
or funds paid to the Consultant by the Agency under this Agreement, such records shall be retained by
Othe Consultant until all such litigation or audit has been resolved.
6. Indemnification. The Consultant shall defend, indemnify and hold harmless the
Agency, its officers, employees, representatives, and agents from and against any and all actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys fees, for
2
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injury or damage of any type claimed as a result of the negligent acts or omissions of the Consultant,
its officers, employees, subcontractors and agents, to the extent arising from or related to negligent
performance by the Consultant of the work required under this Agreement.
7. Insurance. The Consultant shall maintain insurance, as set forth in Exhibit "C" to this
Agreement, throughout the term of this Agreement. The Consultant shall remain liable to the Agency
pursuant to Section 6. above to the extent the Consultant is not covered by applicable insurance for all
losses and damages incurred by the Agency that are caused directly or indirectly through the actions or
inactions, willful misconduct or negligence of the Consultant in the performance of the duties incurred
by the Consultant pursuant to this Agreement.
8. Ownership and Reuse of Documents and Other Materials and Information. All
maps, photographs, data, information, reports, drawings, specifications, computations, notes,
renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or
other documents generated by or on behalf of the Consultant for performance of the work(collectively,
the "Work Products") set forth in the Scope of Services shall upon payment for those services
embodying the particular element of the Work Products, become the sole property of the Agency, and
the Work Products shall thereafter be delivered to the Agency upon written request from the Agency to
the Consultant. The Consultant shall not make use of any maps, photographs, data, information,
reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs,
modifications, adoptions, utilizations, correspondence or other documents and other materials whether
for marketing purposes or for use with other clients when such have become the property of the
�r Agency without the prior express written consent of the Agency except to the extent that such maps,
photographs, data, information, reports, drawings, specifications, computations, notes, renderings,
designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other
documents are readily available to the general public as public records pursuant to State law; provided,
however,that the Consultant may retain copies of any such items for their business records.
The Consultant shall execute, acknowledge and perform any and all acts which shall reasonably be
required in order for the Agency to establish unequivocal ownership of the maps, photographs, data,
information, reports, drawings, specifications, computations, notes, renderings, designs, inventions,
photographs, modifications, adoptions, utilizations, correspondence or other documents and record,
register and procure an issuance in or to the Agency's rights, title and/or interest. Any reuse without
written verification or adaptation by the Consultant for the specific purpose intended will be at the
Agency's sole risk and without liability or legal exposure to the Consultant.
9. Press Releases. Press or news releases, including photographs or public
announcements, or confirmation of the same related to the work to be performed by the Consultant
under this Agreement shall only be made by the Consultant with the prior written consent of the
Agency.
10. Confidentiality of Materials and Information. The Consultant shall keep
confidential all reports, survey notes and observations, information, and data acquired or generated in
performance of the work set forth in the Scope of Services, which the Agency designates confidential.
None of such designated confidential materials or information may be made available to any person or
entity, public or private, without the prior written consent of the Agency.
3
dr.. 11. Default and Remedies.
A. Failure or delay by any party to this Agreement to perform any material term or
provision of this Agreement shall constitute a default under this Agreement; provided, however, that if
the party who is otherwise claimed to be in default by the other party commences to cure, correct or
remedy the alleged default within seven (7) calendar days after receipt of written notice specifying
such default and shall diligently complete such cure, correction or remedy, such party shall not be
deemed to be in default hereunder.
B. The party which may claim that a default has occurred shall give written notice of
default to the party in default, specifying the alleged default. Delay in giving such notice shall not
constitute a waiver of any default nor shall it change the time of default; provided, however, the
injured party shall have no right to exercise any remedy for a default hereunder without delivering the
written default notice, as specified herein.
C. Any failure or delay by a party in asserting any of its rights or remedies as to any
default shall not operate as a waiver of any default or of any rights or remedies associated with a
default. Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties under this Agreement are cumulative and the
exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at
the same or different times, of any other rights or remedies for the same default or any other default by
the other party.
D. In the event that a default of any party to this Agreement may remain uncured for more
than seven (7) calendar days following written notice, as provided above, a "breach" shall be deemed
to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate
remedy or damages by initiating legal proceedings.
12. Termination.
A. This Agreement may be terminated by either party for any reason by giving the other
party fifteen(15) calendar days' prior written notice. The Agency shall pay the Consultant for all work
authorized by the Agency and completed,prior to the effective termination date.
B. In the event of a termination of this Agreement under this Section 12, the Consultant
shall provide all documents, notes, maps, reports, data or other work product developed in performance
of the Scope of Services of this Agreement to the Agency within ten (10) calendar days of such
termination and without additional charge to the Agency.
13. Notice. All notices given hereunder shall be in writing. Notices shall be presented in
person or by certified or registered United States Mail, return receipt requested, postage prepaid or by
overnight delivery by a nationally recognized delivery service to the addresses set forth below. Notice
presented by United States Mail shall be deemed effective on the third business day following the
deposit of such Notice with the United States Postal Service. This Section 13 shall not prevent the
parties hereto from giving notice by personal service or telephonically verified fax transmission, which
shall be deemed effective upon actual receipt of such personal service or telephonic verification.
Either party may change their address for receipt of written notice by notifying the other party in
writing of a new address for delivering notice to such party.
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CONSULTANT: Westbound Communications
Attention: Came Gilbreth
4155 North Golden Avenue
San Bernardino, California 92404
Phone: (909) 886-8188
AGENCY: Redevelopment Agency of the City of San Bernardino
Attention: Emil A. Marzullo, Interim Executive Director
201 North"E" Street, Suite 301
San Bernardino, California 92401
Phone: (909) 663-1044
Fax: (909) 888-9413
14. Compliance with the Law. The Consultant shall comply with all local, state, and
federal laws, including, but not limited to, environmental acts, rules and regulations applicable to the
work to be performed by the Consultant under this Agreement. The Consultant shall maintain all
necessary licenses, including a City of San Bernardino Business License, and registrations for the
lawful performance of the work required of the Consultant under this Agreement.
15. Nondiscrimination. The Consultant shall not discriminate against any person on the
basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in
the performance of the Scope of Services of this Agreement. Without limitation, the Consultant
hereby certifies that it will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, marital status or national origin. Further, the Consultant shall promote
affirmative action in its hiring practices and employee policies for minorities and other designated
classes in accordance with federal, state and local laws. Such action shall include, but not be limited
to, the following: recruitment and recruitment advertising, employment, upgrading and promotion. In
addition, the Consultant shall not exclude from participation under this Agreement any employee or
applicant for employment on the basis of age, handicap or religion in compliance with State and
Federal laws.
16. Consultant and Each Subcontractor are Independent Contractors. The Consultant
shall, at all times during the performance of any work described in the Scope of Services be deemed to
be an independent contractor. Neither the Consultant nor any of its subcontractors shall, at any time or
in any manner represent that it or any of its employees are employees of the Agency or any member of
the Agency. The Agency shall not be requested or ordered to assume any liability or expense for the
direct payment of any salary, wage or benefit to any person employed by the Consultant or its
subcontractors to perform any item of work described in the Scope of Services. The Consultant is
entirely responsible for the immediate payment of all subcontractor liens.
17. Severability. Each and every section of this Agreement shall be construed as a separate
and independent covenant and agreement. If any term or provision of this Agreement or the
application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to circumstances other than those to
which it is declared invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
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18. Entire Agreement. This Agreement constitutes the entire agreement between the
parties. This Agreement supersedes all prior negotiations, discussions and agreements between the
parties concerning the subject matters covered herein. The parties intend this Agreement to be the
final expression of their agreement with respect to the subjects covered herein and a complete and
exclusive statement of such terms.
19. Amendment or Modification. This Agreement may only be modified or amended by
written instrument duly approved and executed by each of the parties hereto. Any such modification
or amendment shall be valid, binding and legally enforceable only if in written form and executed by
each of the parties hereto, following all necessary approvals and authorizations for such execution.
20. Governing Law. This Agreement shall be governed by the laws of the State of
California. Any legal action arising from or related to this Agreement shall be brought in to the
Superior Court of the State of California in and for the County of San Bernardino.
21. Non-Waiver. Failure of either party to enforce any provision of this Agreement shall
not constitute a waiver of the right to compel enforcement of the same provision or any remaining
provisions of this Agreement.
22. Assignment. This Agreement may not be assigned by the Consultant without the prior
written consent of the Agency.
23. Representations of Persons Executing Agreement. The persons executing this
Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the
parties each purports to represent.
24. Execution in Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which will constitute an original.
25. Effectiveness of Agreement as to the Agency. This Agreement shall not be binding
on the Agency until signed by an authorized representative of the Consultant, approved by the Agency
and executed by the Interim Executive Director or his designee.
26. Conflicts of Interest. The Consultant hereby represents that it has no interests adverse
to the Agency or the City at the time of execution of this Agreement except as previously disclosed to
the Agency Staff and in particular with respect to other work being performed by the Consultant for
the (i) City of San Bernardino — WQMP & Plan Checking Services— On Call Contract—2 Years, and
(ii) City of San Bernardino — Verdemont Water — Construction Management Services for a) Palm
Avenue Pump Station, b) Magnolia Pump Station, c) Palm Connector Transmission Main Extension
and d) Palm Reservoir. The Consultant hereby agrees that, during the term of this Agreement, the
Consultant shall not enter into any agreement or acquire any interests detrimental or adverse to the
Agency or the City. Additionally, the Consultant hereby represents and warrants to the Agency that
the Consultant and any partnerships, individual persons or any other party or parties comprising the
Consultant, together with each subcontractor who may hereafter be designated to perform services
pursuant to this Agreement, do not have and, during the term of this Agreement, shall not acquire any
property ownership interest, business interests, professional employment relationships, contractual
relationships of any nature or any other financial arrangements relating to the Agency, property over
which the Agency has jurisdiction or any members or staff of the Agency that have not been
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previously disclosed in writing to the Agency, and that any such property ownership interests, business
interests, professional employment relationships, contractual relationships of any nature or any other
financial arrangements will not adversely affect the ability of the Consultant to perform the services to
the Agency, as set forth in this Agreement.
27. Non-Exclusivity. This Agreement shall not create an exclusive relationship between
the Agency and the Consultant for the services set forth in Exhibit `B" or any similar or related
services. The Agency may, during the term of this Agreement, contract with other consultants for the
performance of the same, similar or related services as those that may be performed by the Consultant
under this Agreement. The Agency reserves the discretion and the right to determine the amount of
services to be performed by the Consultant for the Agency under this Agreement, including not
requesting any services at all. This Agreement only sets forth the terms upon which any such services
will be provided to the Agency by the Consultant, if such services are requested by the Agency, as set
forth in this Agreement.
28. Consequential Damaees and Limitation of Liability. The Agency and the Consultant
agree that except as otherwise provided in this Section 28, in no event will either be liable to the other
under this Agreement for any damages including, but not limited to, special damages, loss of revenue,
loss of profit, operating costs or business interruption losses, regardless of cause, including breach of
contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in
this Section 28 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the
Consultant and the Agency, their employees or subconsultants.
29. Business Reeistration Certificate. The Consultant warrants that it possesses, or shall
obtain immediately after the execution and delivery of this Agreement, and maintain during the period
of time that this Agreement is in effect, a business registration certificate pursuant to Title 5 of the City
of San Bernardino Municipal Code, together with any and all other licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to be maintained by the
Consultant to conduct its business activities within the City.
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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of
the date indicated next to the authorized signatures of the officers of each of them as appear below.
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 Uouusel
CONSULTANT
Westbound Communications
Dated: By:
Carrie Gilbreth
R
EXHIBIT "A"
SUPERVISORY STAFF PERSONNEL
Agency Staff:
Emil A. Marzullo, Interim Executive Director
Don Gee, Deputy Director
Jeffrey Smith, AICP, Project Manager
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EXHIBIT "B"
SCOPE OF SERVICES
Westbound Communications ("Consultant") will prepare a Public Relations and Branding Campaign to
assist in the redevelopment and revitalization of Downtown San Bernardino ("Downtown"). The objective
of this effort is to have a unifying message and theme that will enhance Downtown's reputation and be
reflective of its revitalization efforts, in turn producing tangible increases in commercial and retail activity,
homebuying and tourism in Downtown and the City of San Bernardino ("City"). The center of this Public
Relation and Branding Campaign effort will be on Downtown's revitalization and will subsequently filter
through the City.
The process to accomplish this effort includes the following:
1. Research
In addition to pulling research from past Charettes, Open Houses and other community insights, the
Consultant will develop a plan of action with specific details regarding timeline and approach to
gathering information about Downtown's unique qualities. Our research process will build on the
research already conducted by the Redevelopment Agency of the City of San Bernardino ("Agency")
and will engage citizens, the business community, lodging business, historical society, potential
investors and representatives with other governments having significant stakes in the City
(specifically the County of San Bernardino and the San Manuel Band of Mission Indians), and
reaching consensus on their views on marketing San Bernardino.
• The Consultant will create and personally conduct surveys with 100 key business and opinion
leaders in the City (the ideal goal is to work with the marketing arms of businesses), soliciting
their marketing views of the City. This feedback will be incorporated into the overall strategy of
the marketing plan.
• The Consultant will create an Economic Development Marketing Advisory Committee that is
comprised of stakeholder organizations that will regularly meet during the rebranding effort. The
Committee will serve as an advisory body for the City and the Consultant to provide feedback on
all phases of the marketing program.
2. Branding
Through analyzing the research data:
• The Consultant will develop a "brand strategy" that identifies and promotes the advantages of
living, doing business, investing in and visiting San Bernardino. The brand strategy will be
relevant to San Bernardino's present and future situation, differentiate the community from
competitors, and appeal to a broad audience of both the community and those interested in doing
business in the Downtown and the City.
• The Consultant will create/develop a brand image and messaging platform, including tagline(s),
logos, key messaging and suggestions for conveying our overall message and/or the San
Bernardino experience through marketing and public relations efforts.
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3. Implementation:
Once the brand image and messaging platform have been developed, Westbound will work in unison
with the Agency to develop and implement an on-going public relations and marketing campaign that
incorporates a central marketing/branding theme and allows flexibility for the targeted audiences of
the Agency and potentially the City and the Convention and Visitors Bureau ("CVB").
Specific attention will focus on Downtown's revitalization during the first steps of the
implementation process. With the end goal to create a business improvement district similar to that
of Downtown Los Angeles (and understanding the resistance the City has already received for
PBIDs), the Agency must "show" the benefits of a PBID to make businesses understand its value.
Marketing is key to demonstrating that value. Immediate implementation tactics will include:
Web site design for Downtown: The Consultant will work directly with the City Communications
Manager and CVB Marketing Manager to ensure successful integration of appropriate logos and
messaging into applicable City Web sites. More important, Westbound will create a unique Web
site featuring "Downtown San Bernardino" to showcase the advantages of doing business,
investing in, patronizing (shopping, dining and enjoying the arts), and living in Downtown. The
Downtown Core Vision & Action Plan will serve as a focal point to the Web site and the
Consultant will work directly with businesses to promote their individual offerings.
Social Marketing: Working collaboratively with the Agency, the Consultant will create a
Facebook page, Twitter and YouTube accounts for Downtown San Bernardino promoting all its
offerings. This will provide the most interactive means to promote Downtown within the
community and beyond (California Theatre, American Sports University, Omnitrans and more
already have Facebook pages that can be linked). In addition, the Facebook and Twitter pages
will serve as the host to contests, videos, photo exhibits and more. In addition, the Consultant
will work closely with Inland Empire Media Group and TV-Channel 3 to cross promote all
Downtown offerings.
Collateral Materials: Investors, businesses and the media will be lured to San Bernardino
opportunities via trade shows, personal meetings, investor tours, economic roundtables, and press
conferences. Presentation and leave-behind materials are critical to make an impact. Westbound
will develop PowerPoint presentations, signage and a marketing packet (to include brochure and
fact sheets on background, economic vitality, Vision overview, etc.) to assist the City in its
marketing efforts.
• Newsletter. City/Agency/County Publications: Self-promotion of Downtown's revitalization will
continue to be highlighted in a monthly/bi-monthly newsletter produced by the Agency and
supported by the Consultant. In addition, as Downtown begins implementation of its vision with
the I-215 Freeway widening, Courthouse, Transit Center, sbX line,Metrolink expansion,and now
a potential County Government Center, messaging and imagery regarding San Bernardino's
revitalization must be incorporated into all publications promoting any and all of these projects.
Sa Bernardino's Channel 3 will also play a key role to promoting these items. On an on-going
ba the Consultant will work personally with each agency to, ensure every opportunity is
M x sized. A timeline of all publication opportunities will be developed with Agency input.
• Ac.`_ !t inr: As the City moves forward with its efforts, appropriate advertising will be created
and placed to highlight the advantages of doing business, investing, living in and patronizing
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Downtown and the City as a whole. A strategic, targeted advertising plan will be created to
attract investors on a local, regional, and national level, and attract retail chains that will spur
local support and perception change.
• Public Relations: A comprehensive, national and local public relations campaign will be
developed in conjunction with the advertising campaign. The campaign to be launched with San
Bernardino's revitalization and image change will be key to changing perception as third-party
testimonials carry far greater weight than advertisements.
• Si-ens, uniforms. the City fleet, waEfndinQ signs, and buildings: If budgets allow, the new brand
image should be incorporated into all signage for the City. The Agency will work directly with
the City Communication Manager regarding opportunities. Regardless of budget, signage
through Downtown is a must.
4. Evaluation
The Consultant will work side-by-side with the City, the Agency and CVB to ensure all goals and
objectives are met and collectively we will determine evaluation factors for marketing components.
Ultimately, our evaluation will be determined by the movement and growth goals set forth by the
City and the Agency.
5. Work Products:
Based on the work efforts above,the following work products below will be delivered to the Agency:
• Project Schedule
• Business Survey Instrument
• Economic Development Marketing and Advisory Committee
• Branding Strategy
• Brand Image and Messaging Platform
• Downtown Website and Integration
• Social Media Sites
• Collateral Materials
• Publications, Schedule and Opportunities
• Advertising Plan, and
• Public Relations Plan
• Evaluation Report
Timetable/Schedule:
Start: March 2010
Complete: March 2011
Fees:
$150,000 professional fee for services,billed monthly @ an hourly rate for:
• Carrie Gilbreth (Project Manager): $149.00
• Rick Miltenberger(Project Manager): $149.00
• Scott Smith (Senior Strategist): $149.00
\�.. • Robert Chevez(Account Supervisor): $136.00
• Angela Meluski (Account Executive): $110.00
• Kelly Koehler(Account Coordinator): $ 93.00
• Clerical: $ 60.00
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EXHIBIT"C"
INSURANCE REQUIREMENTS
The Consultant shall maintain insurance policies issued by an insurance company or companies
authorized to do business in the State of California and that maintain during the term of the policy a
"General Policyholders Rating" of at least A(v), as set forth in the then most current edition of"Bests
Insurance Guide," as follows:
(1) Comprehensive General Liability Insurance. The Consultant shall maintain
comprehensive general liability insurance of not less than Two Million Dollars
($2,000,000.00) combined single limit, per occurrence.
(2) Automobile Insurance. The Consultant and each of its subcontractors shall maintain
comprehensive automobile liability insurance of not less than One Million Dollars
($1,000,000.00) combined single limit per occurrence for each vehicle leased or owned
by the Consultant or its subcontractors and used in performing work under this
Agreement.
(3) Worker's Compensation Insurance. The Consultant and each of its subcontractors shall
maintain worker's compensation coverage in accordance with California workers'
compensation laws for all workers under the Consultant's and/or subcontractor's
employment performing work under this Agreement.
(4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy
covering liability for errors and omissions of the Consultant in performing the Scope of
Services of this Agreement in an amount of not less than One. Million Dollars
($1,000,000.00).
Concurrent with the execution of this Agreement and prior to the commencement of any work
by the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates
evidencing the existence of the insurance coverage required herein, which coverage shall remain in full
force and effect continuously throughout the term of this Agreement. Each policy of insurance that the
Consultant purchases in satisfaction of the insurance requirements of this Agreement shall name the
Agency as an additional insured and shall provide that the policy may not be cancelled, terminated or
modified, except upon thirty (30) days prior written notice to the Agency.
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