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Meeting Date: September 10, 2002 
Subject/Title: Authorize the Executive Director to Execute a Contract for the Professional Economic Consulting Services with Gruen Gruen + Associates, and approve Resolution No. RA___ to increase 2002-2003 Budget 
Submitted by: Howard Sword, Economic Development Director Gina Rozenski, Redevelopment Analyst 
Approved by: John Stevenson, Executive Director 
Authorize the Executive Director to execute a contract for the professional economic consulting services with Gruen Gruen + Associates; approve Resolution No. RA ____ to increase in the Agency’s 2002/03 budget; and authorize the Agency Treasurer to use a portion of Agency’s 2001 Tax Allocation Bond Proceeds to pay for these services. 
BACKGROUNDGruen Gruen + Associates is an economic consulting firm providing strategic real estate, marketing and economic advisory services, and is highly specialized to provide market assessment, research and analysis. Gruen Gruen + Associates prepared the City of Brentwood’s Comprehensive Economic Development Strategic Action Plan and is familiar with the City, its staff and its economic development strategies and goals. 
Advisory services such as those provided by Gruen Gruen + Associates are necessary as the Agency embarks on activities to achieve the goals and objectives of the Redevelopment Plans, and to implement and administer programs and policies. Specific Plans for the Brentwood Boulevard corridor area in the North Brentwood Redevelopment Project Area and the Downtown Target Area in the Brentwood Redevelopment Project Area are anticipated to be prepared in the near future. The identification of the type, character and scale of uses in these two target areas, and the assessment of long-term sustainability of land uses and opportunities will provide the economic planning studies necessary for the Specific Plans. Furthermore, these studies will lead to the Agency’s adoption of marketing and strategic action planning to achieve our goal to successfully revitalize and redevelop the two target areas. 
The proposed fee for economic planning studies for the Downtown Target Area is $50,000, and the proposed fee for the North Brentwood Target Area Phase I is $35,000. A Phase II for the North Brentwood Target Area’s economic plan is anticipated, but staff is not requesting approval of Phase II scope and services at this time. Staff recommends approval of an $85,000 contract for development of an economic and strategic action plan to accomplish the Agency’s goals and objectives for the two target areas.  
FISCAL IMPACTThis will increase the 2002-2003 Agency budget by $85,000. Funding for these services shall be shared between Downtown Administration Fund 301 in the amount of $50,000 and North Brentwood Administration Fund 321 in the amount of $35,000, and funded by the Agency’s 2001 Tax Allocation Bond Proceeds.  
Attachments: Professional Services Agreement Exhibit A Exhibit B Resolution No. ____ 
This Agreement, made and entered into this 11th day of September 2002, by and between the BRENTWOOD REDEVELOPMENT AGENCY a municipal corporation existing under the laws of the State of California, hereinafter referred to as “AGENCY”, and Gruen Gruen & Associates, 564 Howard Street, San Francisco, CA 94105-3002 hereinafter referred to as CONSULTANT”. 
A. AGENCY desires certain professional consultant services hereinafter described. 
B. AGENCY desires to engage CONSULTANT to provide these services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein. 
The scope of services to be performed by CONSULTANT under this Agreement is for preparation of Economic Plans for Redevelopment Target Areas (North Brentwood and Downtown) and as described in Exhibit “A” and Exhibit “B” Scope of Services. 
CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its work. 
CONSULTANT represents that it is qualified to furnish the services described under this Agreement. 
CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. 
It is understood that Nina Gruen and Claude Gruen will be the designated Project Managers providing services to the AGENCY and this designated representative shall not be replaced without the AGENCY’s approval. 
AGENCY shall provide pertinent information regarding its requirements for the project. 
AGENCY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT’S work. 
The services to be performed under this Agreement shall commence on September, 25, 2002 and to be completed approximately 16 weeks after commencement of start date, unless extended by agreement of parties. 
Payment shall be made by AGENCY only for services rendered and upon submission of a payment request and AGENCY approval of the work performed. The AGENCY shall pay the CONSULTANT at the rates, shown in both Exhibit “A” and Exhibit “B”, and for the hours actually performed by the CONSULTANT in an amount not to exceed $85,000.00. 
Without limitation to such rights or remedies as AGENCY shall otherwise have by law, AGENCY shall have the right to terminate this Agreement or suspend work on the Project for any reason upon ten (10) days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement upon receipt of said written notice. 
Upon termination and upon AGENCY’S payment of the amount required to be paid, documents become the property of AGENCY, and CONSULTANT shall transfer them to AGENCY upon request without additional compensation. Upon termination or expiration of this Agreement, the obligations of the parties shall cease, save and except from those provided under Sections 7, 8, 10, 11, 12, 14, 15, and 16. 
All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of AGENCY, whether the project for which they are made is executed or not. Use of the instruments of professional service by AGENCY for other than the project, is at AGENCY’S sole risk without legal liability or exposure to CONSULTANT. 
All reports and documents prepared by CONSULTANT in connection with the performance of this Agreement are confidential until released by AGENCY to the public. CONSULTANT shall not make any such documents or information available to any individual or organization not employed by CONSULTANT or AGENCY without the written consent of AGENCY before any such release. 
CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement. 
It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the AGENCY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of AGENCY while providing services under this Agreement. 
CONSULTANT, in the performance of professional services, under this Agreement shall indemnify, defend, and hold harmless AGENCY, its directors, officers, employees and agents from any claim, loss, injury, damage, and expense and liability to the extent arising out of the negligence, errors, omissions, or wrongful acts of CONSULTANT, its employees, subcontractors, or agents. For liability for other liability arising out of professional services, CONSULTANT shall indemnify, defend, and hold harmless, AGENCY, its directors, officers, employees, and agents from any loss, injury, damage, and expense and liability resulting from injury to or death of any person and loss of or damage to property, or claim of such injury, death, loss or damage, caused by an act or omission in the performance under this Agreement by CONSULTANT, its employees, subcontractors, or agents, except for any loss, injury, or damage caused by the active negligence or willful misconduct of personnel employed by AGENCY.  
The CONSULTANT shall provide and maintain:A. Commercial General Liability Insurance, occurrence form, with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit.B. Automobile Liability Insurance, occurrence form, with a limit of not less than $500,000.00 each occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles.C. Errors and omissions insurance in the minimum amount of $1,000,000.00 aggregate.D. Workers Compensation in at least the minimum statutory limits.E. General Provisions for all insurance. All insurance shall:1. Include the BRENTWOOD REDEVELOPMENT AGENCY, its elected and appointed officers, employees, and volunteers as additional insureds with respect to this Agreement and the performance of services in this Agreement. The coverage shall contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and errors and omissions insurance.2. Be primary with respect to any insurance or self-insurance programs of AGENCY, its officers, employees, and volunteers.3. Be evidenced, prior to commencement of services, by properly executed policy endorsements in addition to a certificate of insurance.4. No changes in insurance may be made without the written approval of the AGENCY Attorney's Office. 

  Both parities hereto recognize that this Agreement is for the professional services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of AGENCY. 
It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled, knowledgeable and experienced in the profession necessary to perform the work and will perform the work agreed to be done under this Agreement utilizing a specialist standard of care and that AGENCY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT'S work by AGENCY does not operate as a release of consultant from said obligation. 
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deeded to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement of any applicable law or ordinance. 
Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of the Agreement. The above $5000 limit is the total of attorneys’ fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5000 for attorneys’ fees arising out of an action, or actions to enforce the provisions of this Agreement. 
CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. 
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a "blindfolded" process. 
The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties. 
After mediation above, and upon agreement of the parties, any dispute or claim arising out of or relating to this Agreement may be settled by arbitration in accordance with the Construction Industry Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The costs of arbitration shall be borne equally by the parties. 
CONSULTANT shall testify at AGENCY'S request if litigation is brought against AGENCY in connection with CONSULTANT'S services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT'S wrongdoing, AGENCY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT'S standard hourly rates at the time of actual testimony. 
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows: 
To CONSULTANT: Gruen Gruen & Associates 564 Howard StreetSan Francisco, CA 94105-3002 
This document represents the entire and integrated Agreement between AGENCY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral. 
This document may be amended only by written instrument, signed by both AGENCY and CONSULTANT 
This Agreement shall be governed by the laws of the State of California. 
IN WITNESS WHEREOF, AGENCY and CONSULTANT have executed this Agreement the day and year first above written. 
___________________________ ___________________________JOHN STEVENSON CLAUDE GRUEN EXECUTIVE DIRECTOR PRINCIPAL  
___________________________Dennis Beougher, Agency Attorney
August 9, 2002 
Howard SwordEconomic Development Coordinator
City of Brentwood
708 Third St.
Brentwood, CA 94513
RE: Economic Plan for Redevelopment Target Area (North Brentwood) 
Dear Mr. Sword: 
In line with our discussions with you and Gina Rozenski on July 18, we’ve reviewed below our understanding of the purpose and scope of a Phase I re-zoning target and implement strategy analysis for the North Brentwood Redevelopment Area. 
While Brentwood Boulevard, in the area between Sand Creek Road and Oakley, currently provides locations for Brentwood businesses that have been in operation for many years, the area does not function well either as a gateway to the City or as a location that offers comparative advantage and growth for its business activities. Although many of these enterprises are economically viable, a large number of existing structures are obsolete. In both economic and physical terms, the area is blighted, as it is unlikely to achieve its highest potential without Redevelopment Agency assistance. 
The Agency will soon be considering an implementation program of assisting businesses in the area to relocate to an industrial park where they can operate more profitably, achieve greater growth potential and build modern facilities. These actions will open up their current locations for value-enhancing redevelopment. If the results of these tactics bear fruit, the Agency wishes to take the next step of identifying uses that can respond to present and future demands so as to generate healthy economic and job growth in the region, and at the same time have the fiscal and social characteristics that will make them acceptable and desirable to the City. The identification of those uses, along with an approximation of the space such uses are likely to occupy ten or fifteen years from now, will also serve as programmatic inputs into the Economic Plan for the Target Area. The implementation of that plan will require the use of tools, such as those the Agency has already been applying, and possibly others. 
Gruen Gruen + Associates (GG+A) will undertake the tasks described below under Scope of Services in order to work with you to accomplish the following objectives: 
1. Identify candidate uses that appear to meet the criteria of profitably responding to future demand, be mutually supportive of other uses in the area, and facilitate the creation of a desirable gateway to Brentwood in the area. 
2. Identify strategy and tactics for the relocation of existing non-conforming and inappropriate uses and their replacement by uses that fit the criteria identified above.  
In an iterative process of research/analysis and then checking back with you and other stakeholders, GG+A will conduct the following tasks: 
1. Review available data on the sales tax history to be provided by HDL, as well as data on space use and employment pattern of uses that are now in the area and have been in the area in the recent past. 
2. Meet with targeted business and property owners in order to gain a sense of their customer base, the advantages and disadvantages of the location for their business activities, and the likelihood that those activities are capable of profitable and growing operation in the future. 
3. Consider the real estate economics that apply to the area now and are likely to in the future. This will include the land value expected by the current stakeholders and information about the rationale for those expectations. We will also estimate the land value supported by candidate re-uses, and information as to the rents and prices being paid now for the various existing and possible new uses. 
4. Draw upon available data to estimate the demands that can be expected to pertain to the data.  
5. Analyze the information concerning the comparative advantages, real estate economics, business economics, and likely demands that can be expected to apply to the area, in order to make an initial list of likely future uses. Then consider the kind of policies, capital expenditures, and other actions that would facilitate the evolution of the area toward the desired target businesses. 
In referring to the above tasks as being conducted in an iterative manner, we have in mind that we will initially conduct a reconnaissance that will include interviews with knowledgeable stakeholders, review existing data and reports, and then reaching initial tentative conclusions which we will present and discuss with you. After getting feedback on these conclusions, we will conduct further research in order to reach initial conclusions concerning uses and implementation procedure. Based on what has been learned, we will also recommend likely timing and the next step in the process for finding estimates and characterizations of the area’s future. 
Claude Gruen will be in charge of this project for GG+A. Associated with me will be other staff members with backgrounds particularly appropriate for the study. Biographies of the staff GG+A presently plans to assign to this project are attached hereto.  
Our charges for professional services are based on the actual time devoted by our personnel to your project and billed to you at standard rates. The standard rates for individuals listed above are as follows: 
(through December 31, 2002)
Dr. Claude Gruen, Principal Economist 
245.00*Nina Gruen, Principal Sociologist
Aaron Gruen, Managing Director
Sharon Hoff, Research Associate
Research Assistants
45 – 60.00
Judy Lofton, Administrative Assistant85.00

*The firm’s two principals – Nina Gruen and Dr. Claude Gruen – discount their standard rate of $275 by $30 to $245 per hour for public sector or nonprofit clients. 
Expenses such as for travel, communication and report reproduction will be billed to you at their cost to us.  Invoices for professional charges and expenses will be invoiced monthly and are payable upon receipt. For the work outlined above, we ask you allocated a budget not to exceed $35,000 without prior authorization in writing.  
We are prepared to start work on this project within ten (10) days after you give us authorization to proceed. We believe this phase of the work will take approximately 14 weeks. 
In the past, we have carried out a considerable amount of economic and marketing research in the fields covered by this proposal. This experience helps to qualify us to undertake the assignment defined above and we expect to continue such work in the future. 
We agree that any confidential information we may develop or has been furnished to us by you will be safeguarded in accordance with our established professional standards. Reports resulting from this assignment become your property; however, our authorization in writing is required if our reports are produced in whole after more than five (5) years have elapsed. We do this only to be allowed to review the reports, and make comments, in the event that the situation has changed by that time. Authorization in writing is required if our report is produced in part for use outside your organization at any time. 
In the event of litigation to enforce this agreement, California law will apply and jurisdiction and venue will be in the appropriate San Francisco County Court. The prevailing party in any litigation or arbitration between us will be entitled to reasonable attorneys' fees and costs. 
We look forward to working with you again, and appreciate the opportunity to present this proposal. If this proposal is acceptable, will you please sign and return the enclosed copy as authorization for us to proceed. 

Very truly yours, 
GRUEN GRUEN + ASSOCIATESA California Corporation
by _________________________________Claude Gruen
Principal Economist

Accepted by 
by _______________________________Howard Sword
Economic Development Coordinator
Date _____________________ 

August 9, 2002 
Howard SwordEconomic Development Coordinator
City of Brentwood
708 Third St.
Brentwood, CA 94513
RE: Economic Plan for Redevelopment Target Area (Downtown) 
Dear Mr. Sword: 
Gruen Gruen + Associates looks forward to assisting you and your staff on a study that will provide a road map to the ongoing revitalization and enchantment of the Downtown. 
The Mission 
The citizens of Brentwood have told us that they want a vibrant downtown to reflect and enhance the quality of life of Brentwood. At the same time, employers have complained that there are insufficient upscale restaurants where they can meet to take clients. Attracting good jobs to the community for Brentwood residents is also a priority goal of the City. In the post-September 11th downturn, Brentwood has not suffered high office vacancies like most Bay Area communities. A major factor for not experiencing a decrease in office and industrial or R&D demand can be attributed to the fact that Brentwood continues to attract start up and young firms headed by local entrepreneurs who are attracted by the community’s quality of life and relatively affordable housing stock. Over time, some of these entrepreneurial efforts can be expected to fail, but others will grow and thrive so as to expand Brentwood’s economic base. 
An attractive, accessible, properly tenanted downtown will not only serve as a cohesive force for residents, but also as an important attraction to employers considering moving to or expanding in Brentwood. 
While improving and enhancing the downtown, it is important to build on the downtown’s current strengths and to be cognizant that there is a strong consensus for the downtown to maintain its small town character. The model we will follow is downtown Pleasanton, not downtown Walnut Creek. 
Study Tasks 
1. Review recent studies, including the recently completed parking study. We understand that the parking study is likely to call for the addition of 20,000 to 31,000 square feet of retail space connected to new parking facilities. In our previous report, Comprehensive Economic Development Strategic Action Plan (July, 2001), we estimated the demand for about 40,000 square feet of space in the present decade. An important consideration in this study will be the identification of tenant types that can best enhance the character and attractiveness of the downtown. 
2. If developers have already stated an interest in the potential development of the proposed 20,000 to 31,000 square feet of space, we will speak with two or three to ascertain their most likely tenanting program. If no developers as yet have contacted or been contacted by the City, we will contact several to 1) identify their degree of interest, and 2) to ascertain their tenanting profile for this space. 
3. We will rely on the City’s retail sales tax auditors, HDL, to provide us with a breakdown of retail sales tax by major use category for Downtown Brentwood, North Brentwood and the city as a whole for 1990, 1995 and 2000. If data are available for 2001 or a portion of that year, we would appreciate receiving that also. 
4. Identify the relationship of rents to development and operating real estate costs for different downtown uses in order to identify the real estate effect of rents likely to be obtainable from uses that can be supported over the longer term. It is important to differentiate between those uses that are viable in the current downtown environment, and those that will be viable in the longer term as both economic and physical improvements are implemented. It may well be that some of these less viable uses now located in the downtown would improve their feasibility over the long term if they were to move to a commercial center in an industrial park located in North Brentwood. 
5. Identify type, character and scale of uses for the downtown between now and 2020. 
6. Specify an implementation plan that describes and recommends policy changes (i.e. zoning, joint facility use), and capital investments for both physical improvements and new public sector development.  
7. Prepare a programmatic report that presents a road map on how to most cost-effectively meeting the City’s goal of achieving a more vibrant and viable downtown.  
Staff Responsibility 
Nina J. Gruen will be in overall charge of the Downtown Brentwood Study. Working closely with her will be Dr. Claude Gruen and Ms. Sharon Hoff. Resumes are attached to this proposal. For additional information on the firm, including past work assignments, please visit our web site at 
Duration and Cost 
Gruen Gruen + Associates is prepared to begin work within ten (10) working days of receipt of written authorization to proceed. We estimate this study will take approximately 16 weeks to complete. 
Our charges for professional services, other than testimony, are based upon the actual time devoted to your project by our personnel, billed at standard billing rates. A billing rate sheet is attached. Expenses, such as for travel, communication and report reproduction, will be invoiced to you at their cost to us. Computer time will be charged at standard rates. Invoices for professional services and expenses will be submitted monthly and are payable upon receipt. Any invoice not paid in full within 30 days shall accrue interest at the rate of 1% per month (or prorata share thereof). Based on past experiences, we ask that you set aside a budget not to exceed $50,000 without prior approval in writing. 
General Provisions 
Our work for a client is conducted on a confidential basis, and we will treat information developed hereunder in accordance with professional standards. Our agreement may be terminated on thirty (30) days' written notice by either party, or in such lesser time as we may find necessary to conclude the work currently under way and summarize our findings to you. 
We look forward to working with you on this project and will devote our best efforts to accomplishing the work outlined above. If this proposal is acceptable will you please sign and return the enclosed copy as authorization for us to proceed immediately. 

Very truly yours, 
GRUEN GRUEN + ASSOCIATESA California Corporation
by ________________________________Nina Gruen
Principal Sociologist 

Accepted by 
by _________________________________Howard Sword
Economic Development Coordinator
Date ________________

WHEREAS, the Redevelopment Agency of the City of Brentwood (“Agency”) adopted its 2002-2003 Budget on June 25, 2002, by Resolution No. RA-55; and 
WHEREAS, the Agency desires to increase the 2002-2003 Budget by $85,000 for economic and strategic planning services by Gruen Gruen & Associates for two redevelopment target areas; and  
WHEREAS; the Agency desires to memorialize its expenditure approvals for redevelopment programs and activities that will facilitate commercial, retail and industrial development programs, public improvements and facilities programs. 
NOW, THEREFORE BE IT RESOLVED that the Redevelopment Agency of the City of Brentwood hereby increases its 2002-2003 Budget by $85,000. 
PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Brentwood at a regular meeting held on the 10th day of September 2002 by the following vote: 
_____________________________ Michael A. McPoland, Sr. Agency Chairman 
__________________________________Karen Diaz, CMC
Agency Secretary                  
City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441