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 CITY COUNCIL AGENDA ITEM NO. 6


Meeting Date: December 10, 2002

Subject/Title: Authorize the City Manager to execute Amendment No. 1 to the Sand Creek Crossing Shopping Center Reimbursement and Fee Payment Agreement.

Submitted by: Engineering: B. Grewal, B. Bornstein

Approved by: John Stevenson, City Manager

RECOMMENDATION
Authorize the City Manager to execute Amendment No. 1 to the Sand Creek Crossing Shopping 
Center Reimbursement and Fee Payment Agreement.

PREVIOUS ACTION
On May 8, 2001, the City Council approved a reimbursement and fee payment agreement with AIG Baker Real Estate, L.L.C. for costs, construction, and fees associated with Master Plan Public Infrastructure Facility Improvements related to the Sand Creek Crossing Shopping Center located south of Sand Creek Road, north of San Jose Avenue and east of the Highway 4 Bypass. 

On May 24, 2001, the Planning Commission approved Design Review 01-05 to allow for the construction of a 259,902 sq. ft. regional shopping center.

BACKGROUND
Previously, the City Council approved the Sand Creek Crossing Shopping Center Reimbursement and Fee Payment Agreement on May 8, 2001. This agreement outlined Master Plan Public Infrastructure Facility Improvements that needed to be built along with the new shopping center. This infrastructure included widening the south side of Sand Creek Road from Highland Way to the Bypass to the ultimate configuration, widening the north side of Sand Creek Road from Highland Way to the Bypass with one travel lane (the remainder to be completed when future development occurs on the Andrade property to the north), modifying the existing traffic signal at the intersection of the State Highway 4 Bypass and Sand Creek Road, installation of a traffic signal at the entrance to the new shopping center, widening San Jose Avenue on the north side from the shopping center to the bypass to the ultimate configuration, extending the Zone 2 Waterline from the intersection of San Jose Avenue and Regis Avenue to and through the Sand Creek Shopping Center to Sand Creek Road to create an integral connection at a pressure reducing station between the Zone 2 and Zone 1 Water Systems at Sand Creek Road, and off-site sub-regional drainage area improvements connecting the Sand Creek Road drainage area to the Lower Sand Creek Detention Basin. 

All of these improvements are specified in the Sand Creek Crossing Shopping Center Off-site Improvement Plans (DR 01-05) that were approved by the City on February 15, 2002. When the agreement was executed on May 8, 2001, the City used its best efforts to estimate what the construction costs would be, as outlined in exhibit “F” of the agreement. This estimate was derived before the improvement plans were approved and many design parameters had to be modified through the review process with the Contra Costa County Flood Control District, Contra Costa Water District, East Contra Costa Irrigation District, State Route 4 Bypass Authority, Caltrans, Brentwood Union School District, as well as the City. Unfortunately, many unforeseen costs associated with this project were not included in the Preliminary Engineer’s Estimate that was part of the original reimbursement agreement with AIG Baker. Many of these costs are due to revisions in quantities during review by different agencies and also unit price change in costs from actual contracts.

Over the last few months, staff has extensively reviewed the actual unit cost items that AIG Baker submitted to the City. Through numerous meetings with AIG Baker, and revisions to the actual costs, staff has reviewed and agrees to AIG Baker’s backup costs, invoices, contracts, quantities, etc. for the items of work mentioned above. A detailed cost breakdown of actual costs versus the estimated costs from the original agreement is included with this staff report. One important item to note is that in reviewing AIG Baker’s unit costs for the project, staff noticed that the contractor’s (Granite Construction) unit costs were much higher for this project than for the City’s adjacent Sand Creek Road Central Project. The City negotiated with AIG Baker to utilize the same unit costs that Granite used for the City’s Sand Creek Road Project as for this project. This item reduced the reimbursement amount to AIG Baker by $176,898.99. Further, the City diligently worked toward granting AIG Baker a partial approval to install the Zone 2 Waterline along San Jose Avenue prior to Shea Homes paving the final lift of asphalt from their subdivision to the project site, as well as prior to winter. Unfortunately, AIG Baker could not finalize all the contracts for both on and off-site work and the Zone 2 Waterline was relocated and installed in the winter and cost an additional $52,219.21. These additional costs are AIG Baker’s responsibility. The original request from AIG Baker for Amendment No. 1 was for $782,234.44. Staff requests approval of Amendment No. 1 for $318,779.74. This will revise the maximum cash reimbursement outlined in Exhibit “D” of the original agreement from $212,025.97 to the new maximum amount of $530,805.71.

FISCAL IMPACT
Roadway Facility Fees will pay the additional cost of $318,779.74 for Master Plan Public Infrastructure Roadway Improvements.

Attachments
Resolution
Site Map
Agreement
Modified Exhibit “D”
Modified Exhibit “F”

RESOLUTION NO. 

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE SAND CREEK SHOPPING CENTER REIMBURSEMENT AND FEE PAYMENT AGREEMENT BETWEEN THE CITY OF BRENTWOOD AND AIG BAKER REAL ESTATE, L.L.C.

WHEREAS, on May 8, 2001, the City Council approved a Reimbursement and Fee Payment Agreement with AIG Baker Real Estate, L.L.C. for costs, construction, and fees associated with Master Plan Public Infrastructure Facility Improvements related to the Sand Creek Crossing Shopping Center located south of Sand Creek Road, north of San Jose Avenue and east of the Highway 4 Bypass; and

WHEREAS, on May 24, 2001, the Planning Commission approved Design Review 01-05 to allow for the construction of a 259,902 sq. ft. Regional Shopping Center; and

WHEREAS, this agreement outlined the Master Plan Public Infrastructure Facility Improvements that needed to be built together with the new shopping center. This infrastructure included widening the south side of Sand Creek Road from Highland Way to the Bypass to the ultimate configuration, widening the north side of Sand Creek Road from Highland Way to the Bypass with one travel lane (the remainder to be completed when future development occurs on the Andrade property to the north), modifying the existing traffic signal at the intersection of the State Highway 4 Bypass and Sand Creek Road, installation of a traffic signal at the entrance to the new shopping center, widening San Jose Avenue from the shopping center to the bypass to the ultimate configuration, extending the Zone 2 Waterline from the intersection of San Jose Avenue and Regis Avenue to and through the Sand Creek Shopping Center to Sand Creek Road to create an integral connection at a pressure reducing station between the Zone 2 and Zone 1 Water Systems at Sand Creek Road, and off-site sub-regional drainage area improvements connecting the Sand Creek Road drainage area to the Lower Sand Creek Detention Basin; and

WHEREAS, all of these public improvements are specified in the Sand Creek Crossing Center Off-site Improvement Plans that were approved by the City on February 15, 2002 and outlined in Exhibit “F” (attached); and

WHEREAS, over the last few months staff has extensively reviewed all the actual costs that AIG Baker submitted to the City; and

WHEREAS, through numerous meetings with AIG Baker and various negotiations concerning the submitted costs, staff has finalized its reimbursements to AIG Baker after reviewing submitted costs, invoices, contracts, quantities, etc. for all items of work mentioned above; and

WHEREAS, staff requests approval of Amendment No. 1 for an additional $318,779.74. This will revise the maximum cash reimbursement outlined in Exhibit “D” of the original agreement from $212,025.97 to the new total amount of $530,805.71; and

WHEREAS, a detailed cost breakdown of actual costs versus the estimated costs from the original agreement is included as a part of this resolution as Exhibit “F” (attached).

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood does hereby approve the execution of Amendment No. 1 to the Sand Creek Shopping Center Reimbursement and Fee Payment Agreement between the City of Brentwood and AIG Baker Real Estate L.L.C.

BE IT FURTHER RESOLVED that Exhibit “D” and Exhibit “F” of the original agreement are hereby amended by substituting the new Amendments “D” and “F”, attached hereto as a part of this resolution.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting on the 10th Day of December 2002 by the following vote.

AMENDMENT NO. 1
TO
SAND CREEK CROSSING SHOPPING CENTER AND
FEE PAYMENT AGREEMENT


THIS AMENDMENT NO. 1 is entered into on December 10, 2002 between CITY OF BRENTWOOD (“City”) and AIG BAKER REAL ESTATE, L.L.C. (“Developer”).

WHEREAS, on May 8, 2001 the City and Developer executed an agreement to construct, install and complete certain Master Plan Infrastructure Facilities as part of the Developer’s responsibility related to City’s approval of Sand Creek Crossing Shopping Center; and

WHEREAS, the City has determined that certain Master Plan Infrastructure Facilities need to be constructed in order to mitigate impacts from the Sand Creek Crossing Shopping Center; and

WHEREAS, the City has determined that certain improvements, as per Exhibit “D”, hereby referenced and made a part of this agreement; and

WHEREAS, the City agrees to pay Developer for the construction of these Master Plan Infrastructure Facilities from City of Brentwood’s Roadway Facility Fee.

NOW, THEREFORE, IT IS AGREED as follows:

1. Exhibit “D” of the original agreement entitled Cash Reimbursement to Developer from City Infrastructure Account shall be amended as follows:

A. Add to the cash reimbursement to Developer from City Infrastructure Account for roads an additional $318,779.74 as per Exhibit “D” (attached).

B. Revise the total Cash Reimbursement to Developer from City Infrastructure Account from $212,025.07 to $530,805.71 as per Exhibit “D” (attached).

2. Exhibit “F” (attached) of the original agreement has been revised and modified to incorporate all final construction items, quantities and actual cost cots.

IN WITNESS WHEREOF, CITY and DEVELOPER have executed this amendment the day and year first above written.


CITY OF BRENTWOOD AIG BAKER REAL ESTATE, L.L.C.


_______________________________ 
Brian Swisher, Mayor

ATTEST:

___________________________
Karen Diaz, CMC, City Clerk

Approved as to form:

_______________________________
Dennis Beougher, City Attorney
City Administration
City of Brentwood City Council
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Brentwood, CA 94513
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E-mail allcouncil@brentwoodca.gov