City of Brentwood
Home PageContact Us!Back

City Administration

2010 Council Goals and Strategic Plan | City Council Members | Calendar of Events | Elections
eNotification | Sub-Committees| Pledge of Allegiance Sign Ups | Invocation Sign Up
Live Streaming Council Meeting | Streaming PC Help |
Streaming Mac Help |

Current Council Agenda and Past Meeting Information

 

CITY COUNCIL AGENDA ITEM NO. 9

Meeting Date: January 24, 2006

Subject/Title: Adopt a Resolution approving, and authorizing the City Manager or her designee to execute, a Professional Services Agreement between the City of Brentwood and Safeway Corporate Produce to subsidize the Safeway’s 2005 professional marketing campaign costs for the Brentwood Grown Program and confirming the appropriation of $100,000 from the Agricultural Trust – Land Conservation Administrative Fund.

Prepared by: Gina Rozenski, Redevelopment Manager

Submitted by: Howard Sword, Community Development Director

RECOMMENDATION
Adopt a Resolution approving, and authorizing the City Manager or her designee to execute, a Professional Services Agreement between the City of Brentwood and Safeway Corporate Produce to subsidize the Safeway’s 2005 professional marketing campaign costs for the Brentwood Grown Program and confirming the appropriation of $100,000 from the Agricultural Trust – Land Conservation Administrative Fund.

PREVIOUS ACTION
In January 2004, the Brentwood Agricultural Land Trust (BALT) created the Agricultural Enterprise Committee, a group that consists of Brentwood agricultural producers. Developing a regional identity or brand was one of the three specific purposes for the formation of this group.

On March 17, 2005, the BALT Board of Directors considered the Brentwood Grown marketing proposal dated April 2005 (the “Safeway Proposal”) presented by Erick Stonebarger on behalf of G&S Farms, Dwelley Farms, Ron Nunn Farms, Maggiore Ranches and Simoni Farms (Brentwood Growers). The proposal to market and develop Brentwood Grown as a regionally recognized brand through a partnership with Safeway is intended to create a market link to Brentwood and develop a long-term relationship for future marketing efforts.

On April 26, 2005, the BALT Board of Directors recommended the City Council approve the Safeway Proposal, with the condition that funding the Safeway Proposal be paid solely from the agricultural mitigation fees on deposit with the City in the Agricultural Trust – Land Conservation Administrative Fund. The City’s interim City Attorney Tom Curry opined that agricultural mitigation fees collected and held by the City can be used to fund the Safeway Proposal.

On April 26, 2005, by Resolution No. 2005-98, the City Council approved the Brentwood Grown Safeway Proposal and appropriated $100,000 from the Agricultural Trust – Land Conservation Administrative Funds to support the 2005 marketing campaign with Safeway.

BACKGROUND
Resolution No. 2005-98 approved the appropriation of $100,000 from the Agricultural Trust – Land Conservation Administrative Funds to subsidize and offset the costs borne by Safeway Corporate Produce for its 2005 advertising and marketing activities associated with the Brentwood Grown Program. Unfortunately, Resolution No. 2005-98 does not include a provision that authorizes the City Manager to execute agreements or documents necessary to carry out the intended transaction.

The City of Brentwood, Safeway Corporate Produce and the Brentwood Growers have finalized an agreement identifying the types of professional marketing campaign activities to be performed by Safeway. The Brentwood Growers have provided written notification to the City of their satisfaction of marketing activities and approval of work performed by Safeway during its 2005 marketing campaign on behalf of Brentwood Grown.
As a housekeeping item, City staff recommends the Council approve a resolution authorizing the City Manager to execute the Agreement for Professional Marketing Campaign Activities for Brentwood Grown Program or other documents necessary to carry out the intended transaction.

FISCAL IMPACT
$100,000 from the Agricultural Trust – Land Conservation Administrative Fund budgeted in the 2004/2005 fiscal year. Payment will be made after the Professional Services Agreement is executed and professional marketing campaign activities have been performed by Safeway.

Attachments:
Resolution
Professional Services Agreement
Brentwood Grower’s Letter

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD APPROVING, AND AUTHORIZING THE CITY MANAGER OR HER DESIGNEE TO EXECUTE, A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF BRENTWOOD AND SAFEWAY CORPORATE PRODUCE TO SUBSIDIZE THE SAFEWAY’S 2005 PROFESSIONAL MARKETING CAMPAIGN COSTS FOR THE BRENTWOOD GROWN PROGRAM AND CONFIRMING THE APPROPRIATION OF $100,000 FROM THE AGRICULTURAL TRUST – LAND CONSERVATION ADMINISTRATIVE FUND

WHEREAS, in January 2004, the Brentwood Agricultural Land Trust (“BALT”) created the Agricultural Enterprise Committee, a group that consists of Brentwood agricultural producers. Developing a regional identity or brand was one of the three specific purposes for the formation of this group; and

WHEREAS, on March 17, 2005, the Agricultural Enterprise Committee and BALT Board of Directors considered the Brentwood Grown marketing proposal dated April 2005 (the “Safeway Proposal”) presented by Erick Stonebarger on behalf of G&S Farms, Dwelley Farms, Ron Nunn Farms, Maggiore Ranches and Simoni Farms (“Brentwood Growers”). The proposal to market and develop Brentwood Grown as a regionally recognized brand through a partnership with Safeway is intended to create a market link to Brentwood and develop a long-term relationship for future marketing efforts; and.

WHEREAS, On April 26, 2005, the BALT Board of Directors recommended the City Council approve the Safeway Proposal, with the condition that funding the Safeway Proposal be paid solely from the agricultural mitigation fees on deposit with the City in the Agricultural Trust – Land Conservation Administrative Fund; and

WHEREAS, on April 26, 2005, by Resolution No. 2005-98, the City Council approved the Brentwood Grown Safeway Proposal and appropriated $100,000 from the Agricultural Trust – Land Conservation Administrative Funds to support the 2005 marketing campaign with Safeway.

WHEREAS, Resolution No. 2005-98 does not include a provision that authorizes the City Manager to execute agreements or documents necessary to carry out the intended transaction.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood hereby approves, and authorizes the City Manager or her designee to execute an Agreement for Professional Marketing Campaign Activities for Brentwood Grown Program between the City of Brentwood and Safeway Corporate Produce or other documents necessary to carry out the intended transaction and confirms the approval of appropriating $100,000 from the Agricultural Trust – Land Conservation Administrative Funds for this purpose.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 24th day of January 2006 by the following vote:

AGREEMENT FOR PROFESSIONAL MARKETING CAMPAIGN ACTIVITIES FOR BRENTWOOD GROWN PROGRAM
This Agreement, made and entered into this _____th day of ________, 200__, by and between the CITY OF BRENTWOOD municipal corporation existing under the laws of the State of California, hereinafter referred to as "CITY", and SAFEWAY CORPORATE PRODUCE, located at 5918 Stoneridge Mall Road, Pleasanton, California, 94588, herein referred to as "SAFEWAY".
RECITALS
A. SAFEWAY desires to advertise and market the Brentwood Grown Program, a regionally recognized identity and brand for the premier agricultural and produce region of Brentwood, California, by adding verbiage and artwork to SAFEWAY'S western region advertising campaign during the calendar year 2005.
B. CITY desires to financially subsidize the SAFEWAY's professional marketing campaign costs for the Brentwood Grown Program.
NOW, THEREFORE, IT IS AGREED as follows:
SECTION 1 – SCOPE OF SERVICES
The scope of activities to be performed by SAFEWAY under this Agreement is for professional marketing campaign activities associated with the Brentwood Grown Program, as set forth in Exhibit A.
SECTION 2 – DUTIES OF SAFEWAY
SAFEWAY shall be responsible for the professional quality, technical accuracy and coordination of all advertising and marketing assignments by SAFEWAY under this Agreement. SAFEWAY shall, without additional compensation, correct or revise any errors or deficiencies in its work.
SAFEWAY represents that it is qualified to furnish the activities described under this Agreement.
SAFEWAY shall be responsible for employing or engaging all persons necessary to perform the advertising and marketing campaign activities for the Brentwood Grown Program.
SECTION 3 – DUTIES OF CITY
CITY designates Glenn Stonebarger and/or Erick Stonebarger, of G&S Farms (acting as representatives for a group of Brentwood farming enterprises consisting of G&S Farms, Dwelley Farms, Ron Nunn Farms, Maggiore Ranches and Simoni Farms), to provide pertinent information to SAFEWAY regarding marketing requirements for the Brentwood Grown Program.
CITY designates Glenn Stonebarger and/or Erick Stonebarger, of G&S Farms, to examine documents submitted by SAFEWAY and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of SAFEWAY'S work.
SECTION 4 – TERM
The marketing efforts and activities to be performed under this Agreement shall commence on in June 2005 and will be completed during the calendar year 2005.
SECTION 5 – PAYMENT
Payment shall be made by CITY upon written notification from Glenn Stonebarger and/or Erick Stonebarger, of G&S Farms, of satisfaction of marketing activities and approval of work performed by SAFEWAY as set forth in the Scope of Services, Exhibit “A”, and upon written submission of a payment request from SAFEWAY to CITY. CITY shall pay SAFEWAY the amount set forth in Exhibit "A", not to exceed one hundred thousand dollars and no cents ($100,000.00).
SECTION 6 – TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement for valid reasons upon ten (10) days' written notice to SAFEWAY provided that no such termination shall extinguish or otherwise affect CITY’s obligation to make any payment to SAFEWAY earned prior to such termination.
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, 12, 14, 15, and 16.
SECTION 7 – OWNERSHIP OF DOCUMENTS
All documents prepared by SAFEWAY in the performance of this Agreement are and shall be the property of SAFEWAY. Notwithstanding this section, all trademark and certification rights lawfully obtained by City shall remain the property of City, with use of such property subject to City discretion.
SECTION 8 - CONFIDENTIALITY
All reports, marketing efforts, artwork and documents prepared by SAFEWAY in connection with the performance of this Agreement are and shall remain confidential until mutually released by SAFEWAY and CITY to the public. Each party agrees not to use such materials and information except as contemplated by this Agreement, or to disclose such materials and information to any third person other than, to the extent necessary or appropriate to perform this Agreement, its principals, officers, directors, agents, consultants, representative and employees, unless it has the written authorization of the other party to such use or disclosure; however, that disclosure of such information shall be permitted hereunder to the extent that such disclosure is required pursuant to a court order; or, in the case of the City, is required pursuant to a valid public records request, and provided further that, in the event of such court order (or records request), the party receiving such order (or request) shall advise the other party, as promptly as practicable, of such order (or request) and the information that is subject thereto. CITY does hereby authorize release of documents and information associated with this Agreement from SAFEWAY to Glenn Stonebarger and/or Erick Stonebarger of G&S Farms.

SECTION 9 – SAFEWAY'S STATUS
It is expressly agreed that during the term of this Agreement, neither party shall be, or shall be construed as an agent or employee of the other.
SECTION 10 – INDEMNITY
SAFEWAY, in the performance of advertising and marketing activities associated with the Brentwood Grown Program, shall indemnify, defend, and hold harmless CITY, 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 SAFEWAY, its employees, subcontractors, or agents. SAFEWAY shall indemnify, defend, and hold harmless CITY, its directors, officers, and employees from any loss, injury, damage, expense and liability arising out of professional marketing activities and services resulting in 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 SAFEWAY, its employees, subcontractors, or agents, except for any loss, injury, or damage caused by the negligence or willful misconduct of CITY or personnel employed by CITY.
SECTION 11 - NONASSIGNABILITY
Both parities hereto recognize that this Agreement is for the financial aid on the part of the CITY to offset the total costs borne by SAFEWAY in its advertising and marketing efforts and activities for the Brentwood Grown Program and cannot be transferred or assigned by SAFEWAY without the prior written consent of CITY.
SECTION 12 - RELIANCE UPON PROFESSIONAL SKILL OF SAFEWAY
It is mutually understood and agreed by and between the parties hereto that SAFEWAY is skilled in the performance of the marketing work and will perform the marketing campaign work utilizing a specialist standard of care, and that CITY relies upon the skill of SAFEWAY to do and perform the work in the most skillful manner.
SECTION 13 - WAIVERS
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.
SECTION 14 - NON-DISCRIMINATION
SAFEWAY warrants that is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither SAFEWAY 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.
SECTION 15 - MEDIATION
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 thirty (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 (unless required to avoid limitation of actions or other time bar to such 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 sixty (60) days, unless the maximum time is extended by the parties.
SECTION 16 - ARBITRATION
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 by a single arbitrator in accordance with the Commercial Dispute Resolution 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.

SECTION 17 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To CITY: City of Brentwood
Attn: Gina Rozenski, Redevelopment Manager
150 City Park Way
Brentwood, CA 94513
To SAFEWAY: Safeway Corporate Produce
Attn: Jack Cupp
5918 Stoneridge Mall Road
Pleasanton, CA 94588

SECTION 18 – AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated Agreement between CITY and SAFEWAY and supersedes all prior negotiations, representations, and agreements, either written or oral.
This document may be amended only by written instrument, signed by both CITY and SAFEWAY.
SECTION 19 – GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of the State of California, notwithstanding any choice of laws provisions thereof.
IN WITNESS WHEREOF, CITY and SAFEWAY have executed this Agreement the day and year first above written.
CITY OF BRENTWOOD SAFEWAY CORPORATE PRODUCE
___________________________ ________________________________
Donna Landeros, City Manager Name: __________________________
Title: ___________________________
APPROVED AS TO FORM:
__________________________
Damien B. Brower, City Attorney

ATTEST:
___________________________
Margaret Wimberly, City Clerk

EXHIBIT "A"
SCOPE OF ADVERTISING AND MARKETING ACTIVITIES FOR
THE BRENTWOOD GROWN PROGRAM
The City of Brentwood, by Resolution No. 2005-98, adopted on April 26, 2005, commits $100,000 to subsidize and offset the total costs borne by Safeway Corporate Produce for its advertising and marketing activities associated with the Brentwood Grown Program during the calendar year 2005.
The Brentwood Grown Program was established to create stable market links to the premier agricultural and produce region of Brentwood, California. Through a partnership with Safeway Corporate Produce, the City desires to begin the development of a regionally recognized brand for Brentwood Grown produce and to promote the economic viability of agriculture in Brentwood.
Safeway Corporate Produce agrees to incorporate the Brentwood Grown Program, through Safeway’s creation of logo, phrases and artwork materials, in its western region advertising and marketing efforts in the following locations for the calendar year 2005, commencing June 2005:

Metropolitan Area to be Covered Population Store Count
Los Angeles-Riverside-Orange County 16,373,645 323
San Francisco-Oakland-San Jose 7,039,362 246
Dallas-Fort Worth 5,221,801 71
Houston-Galveston-Brazoria 4,669,571 131
Seattle-Tacoma-Bremerton 3,554,760 194
Phoenix-Mesa 3,251,876 106
San Diego 2,813,833 Included in LA
Portland-Salem 2,265,223 114
Sacramento-Yolo 1,796,857 Included in SF
Austin 1,249,763 Included in DFW
TOTAL 48,236,691 1185

Safeway Corporate Produce agrees to use the Brentwood Grown Program in its advertising and marketing modes and channels including, but not limited to, newspaper inserts, radio ads, T.V. ads and in-store banners.
Safeway Corporate Produce agrees to provide Glenn Stonebarger and/or Erick Stonebarger, of G&S Farms (acting as representatives for a group of Brentwood farming enterprises consisting of G&S Farms, Dwelley Farms, Ron Nunn Farms, Maggiore Ranches and Simoni Farms), all Safeway-created marketing, logo, artwork and advertising materials, in written, electronic, and artwork forms, associated with Brentwood Grown Program, for review and approval prior to first print or usage.

Example of exposure: There are a total 246 stores in the Northern California region. Within a 15-week advertising period, this equates to 79,354,710 customers seeing the Brentwood Grown artwork/brand, as outlined below. Northern California represents only 21% of potential exposure (based on store count).
246 stores = 12,627,555 population
12,627,555 population = 28.5% marketshare
28.5% marketshare = 3,598,853 consumers
3,598,853 consumers = 1.47 store visits per week
1.47 store visits per week = 5,290,314 customers per week
5,290,314 customers per week x 15 weeks (June-September) = 79,354,710 customers

 

City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov