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CITY COUNCIL AGENDA ITEM NO. 5


Meeting Date: July 22, 2003

Subject/Title: Approve Resolution authorizing the City Manager to execute the First Amendment to Reimbursement Agreement between the Brentwood Redevelopment Agency, City of Brentwood, and CL Land Investments.

Submitted by: Howard Sword, Economic Development Director
Gina Rozenski, Redevelopment Analyst

Approved by: John Stevenson, City Manager


RECOMMENDATION
Approve Resolution authorizing the City Manager to execute the First Amendment to Reimbursement Agreement between the Brentwood Redevelopment Agency, City of Brentwood, and CL Land Investments.

PREVIOUS ACTION
The Redevelopment Agency and the City of Brentwood approved a Reimbursement Agreement with CL Land Investments on March 26, 2002. The Reimbursement Agreement provides for a reimbursement from the Agency of $1.5M to CL Land Investments towards the total cost to install public improvements associated with the development of Sand Creek Business Center and Gregory Ranch. (See map attached “Public Improvements”)

BACKGROUND
The Agency’s single reimbursement of $1.5M was conditioned upon four performance standards to be met by the Developer:

1. Satisfactory completion of all Public Improvements, offer of dedication to the City and acceptance by the City of a 10% maintenance bond.
2. Recordation of a final subdivision map for the residential portion.
3. Issuance of building permits for 3 commercial buildings and installation of foundations for the 3 buildings.
4. Execution by the Developer of a Regulatory Agreement restricting 15% of the residential units.

As part of the City’s CIP Sand Creek Road (East) improvements that cross over the railroad and forms an intersection with O’Hara Avenue at Marsh Creek, the City installed a temporary easement and right-of-way (“shoofly”) on the Developer’s property. The existence of this shoofly will delay the Developer’s satisfactory completion of all Public Improvements, specifically those improvements on Sand Creek Road fronting the Developer’s residential development (Parcel CL1 on the map).

Given this delay, Staff and the Developer have agreed to a two-part reimbursement, rather than a single reimbursement from the Agency to the Developer. Staff apportioned the $1.5M reimbursement towards the incremental cost of the improvements. As a result, a first reimbursement of $1,242,400 shall be paid when the Developer completes all of the above conditions except the completion of the improvements fronting the residential portion (Parcel CL1). A reimbursement of $257,600 shall be paid after the shoofly is removed by the City and the Developer completes the improvements fronting the residential portion of the development.

An optional two-part reimbursement is also included should the Developer’s construction of the intersection improvements at Sand Creek Road and “A” Street be delayed due to the existence of the City’s shoofly easement after October 1, 2003. The Agency’s reimbursement for the partial cost of the intersection improvements will, in this case, be held until the second and final reimbursement payment.

FISCAL IMPACT
There is no financial impact on the City. There is no additional financial impact on the Agency. The First Amendment merely provides for two reimbursements by the Agency rather than a single reimbursement of $1.5M.

Attachments: Map of Public Improvements
Resolution No. ____
First Amendment to Reimbursement Agreement




RESOLUTION NO.


RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD APPROVING A FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT AMONG THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, THE CITY OF BRENTWOOD AND CL LAND INVESTMENTS, LP.


WHEREAS, the City Council of the City of Brentwood ("City") approved and adopted the Redevelopment Plan for the North Brentwood Redevelopment Project ("Project") on July 9, 1991, by Ordinance No. 496, as amended; and

WHEREAS, the Redevelopment Agency of the City of Brentwood ("Agency") is carrying out the Redevelopment Plan and in connection therewith adopted an Implementation Plan for the Project on March 28, 2000, by Resolution No. RA15 in accordance with Health and Safety Code Section 33490; and

WHEREAS, on March 26, 2002, by Resolution No. 2505, the City approved a Reimbursement Agreement among the City, the Agency and CL Land Investments, LP, a California limited partnership ("Developer"), pursuant to which the Agency proposes to reimburse the Developer, in a single payment of One Million Five Hundred Thousand Dollars ($1,500,000) for a portion of the cost of designing, constructing and installing certain public improvements ("Public Improvements") within the Project upon acceptance by and dedication to the City.

WHEREAS, the City and CL Land Investments desire to amend the Reimbursement Agreement to provide for two reimbursement payments by the Agency rather than a single reimbursement payment, all as set forth in the First Amendment to Reimbursement Agreement.

NOW, THEREFORE, be it resolved by the City Council of the City of Brentwood as follows:

2. The City Council hereby consents to the Agency reimbursing the Developer in two payments rather than a single payment for a portion of the cost of the Public Improvements pursuant to the First Amendment to Reimbursement Agreement.

3. The City Council hereby approves the First Amendment to Reimbursement Agreement in the form attached hereto as Exhibit A, together with such minor technical and clarifying revisions as shall be approved by the City Manager and the City Attorney. The City Council hereby authorizes the City Manager to execute the First Amendment to Reimbursement Agreement on behalf of the City and to take all further actions reasonably necessary to carry out the provisions of the First Amendment to Reimbursement Agreement.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 22nd day of July 2003 by the following vote:


AYES: Members
NOES:
ABSENT:


_____________________________
Brian Swisher,
Mayor


ATTEST:



__________________________________
Karen Diaz, CMC
City Clerk


EXHIBIT A


FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT




[attached]




FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT

This First Amendment to Reimbursement Agreement is made this ______ day of ________, 2003, by and among REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, CALIFORNIA, a public body, corporate and politic, organized and operating under the Community Redevelopment Law of the State of California (Health & Safety Code Section 33000 et seq.) (the "Agency"), the CITY OF BRENTWOOD, a municipal corporation ("City"), and CL LAND INVESTMENTS, L.P., a California limited partnership (the "Developer").

The Agreement entitled “Reimbursement Agreement” dated March 26, 2002, between the Agency, City and Developer is hereby amended as follows.

1. Section 3.01 is amended in its entirety to read as follows:

“3.01 Design and Construction of Public Improvements. Developer shall design, finance, construct, install and provide for the inspection and bonding of the Public Improvements. City shall approve the plans and specifications for the work prior to construction and installation of the Public Improvements.

2. Section 3.03 is amended in its entirety to read as follows:

“3.03 Conditions of Reimbursement. The Agency shall pay the Developer a prorated share of the Reimbursement in the amount of ONE MILLION TWO HUNDRED FORTY TWO THOUSAND FOUR HUNDRED DOLLARS ($1,242,400) within the time set forth herein upon satisfaction of the following four conditions:

A. Satisfactory completion of the Public Improvements specifically identified as A. and B. in Exhibit B (“Public Improvements A. and B.”) as evidenced by: (i) a certificate of the City Engineer stating that the Public Improvements A. and B. have been inspected and found to be constructed in substantial compliance with the approved plans and specifications; (ii) Developer's irrevocable offer of dedication of the Public Improvements A. and B. to the City; and (iii) City's receipt of a maintenance bond from the Developer for the Public Improvements A. and B. in accordance with the requirements of Section 3.12.

B. Recordation of a final subdivision map for the residential development on the portion of the Developer’s Property described as Parcel CL1 on Exhibit "A".

C. Issuance by the City of building permits for construction of at least three (3) industrial and/or commercial buildings, for a total of approximately forty thousand (40,000) square feet, on the portion of the Developer’s Property described as Parcel SC1 on Exhibit "A," and commence construction of the three (3) permitted buildings, construction defined as poured foundations. The parties acknowledge that this condition has been satisfied.

D. Delivery by the Developer to the Agency of the executed and acknowledged Regulatory Agreement in the form attached hereto as Exhibit "C".

The Agency shall pay the Developer a prorated share of the Reimbursement in the amount of TWO HUNDRED FIFTY SEVEN THOUSAND SIX HUNDRED DOLLARS ($257,600) within the time set forth herein upon satisfaction of conditions A., B., C., and D., of this Section 3.03 and the following condition:

E. Satisfactory completion of the Public Improvements specifically identified as C. in Exhibit B (“Public Improvements C.”) as evidenced by: (i) a certificate of the City Engineer stating that the Public Improvements C. have been inspected and found to be constructed in substantial compliance with the approved plans and specifications; (ii) Developer's irrevocable offer of dedication of the Public Improvements C. to the City; and (iii) City's receipt of a maintenance bond from the Developer for the Public Improvements C. in accordance with the requirements of Section 3.12.

Should completion of the intersection improvements identified as only that portion of Public Improvements A. situated west of the center line of the new “A” Street, including, without limitation, grading, storm drain, water, sewer, paving and concrete, street lights, street name signs, traffic signals and landscaped striping and median, be delayed as a direct result of the City of Brentwood not removing its temporary shoofly easement by October 1, 2003, as provided in Temporary Easement and Agreement dated July 14, 2003, by and between the City of Brentwood and Jack and Linda Gregory, the Agency shall not pay the Developer the amount as provided in this Section 3.03 for satisfactory completion of Public Improvements A. and B., but rather shall pay the Developer a reduced share of the Reimbursement in the amount of ONE MILLION ONE HUNDRED TWENTY SIX THOUSAND FOUR HUNDRED DOLLARS ($1,126,400) within the time set forth herein upon satisfaction of the conditions 3.03A less the satisfactory completion of the intersection improvements identified as only that portion of Public Improvement A. situated west of the center line of the new “A” Street, 3.03B, 3.03C and 3.03D above. The Agency shall pay the Developer the remaining share of the Reimbursement in the amount of THREE HUNDRED SEVENTY THREE THOUSAND SIX HUNDRED DOLLARS ($373,600) within the time set forth herein upon the full satisfaction of conditions 3.03A, 3.03B, 3.03C, 3.03D and 3.03E.

When each of the foregoing conditions has been satisfied with respect to a partial Reimbursement, the Developer shall submit to the Agency a written request for payment of the partial Reimbursement together with documentary evidence that each applicable condition has been satisfied. Within ten (10) business days of receipt of such written request, the Agency shall either pay the partial Reimbursement to the Developer or respond in writing, describing which of the conditions has not been satisfied. When the conditions have been satisfied, the Agency shall pay the Developer the partial Reimbursement applied for.



3. The first sentence of Section 3.10 is amended to read as follows:

Section 3.10 Acceptance of Work. Upon completion of the Public Improvements to the reasonable satisfaction of the City Engineer, the City Engineer shall certify to the City and the Agency that the applicable Public Improvements have been inspected and found to be constructed in substantial compliance with the approved and plans and specifications as provided by Section 3.03A(i) and 3.03(E)(i) above.

4. Exhibit B, Public Improvements is amended in its entirety as follows:

EXHIBIT B
PUBLIC IMPROVEMENTS

"Public Improvements" shall include the design, construction and installation of the following in accordance with City approved plans and specifications:

A. Widening of Sand Creek Road as indicated more-or-less in the areas marked "Parcel SC1 Frontage" and “Parcel SC2 Frontage" on Exhibit "A", including, without limitation, grading, storm drain, water, sewer, paving and concrete, street lights, street name signs, traffic signals and landscaped striping and median.

B. Installation and construction of a new "A" Street in the general area marked "A" Street on Exhibit "A" from Brentwood Boulevard to Sand Creek Road, including, without limitation, grading, storm drain, water, sewer, paving and concrete, street lights, street name signs, and landscaped striping and median.

C. Widening of Sand Creek Road as indicated more-or-less in the area marked "Parcel CL1 Frontage" on Exhibit "A", including, without limitation, grading, storm drain, water, sewer, paving and concrete, street lights, street name signs and landscaped striping and median.

Except as amended by this First Amendment to the Reimbursement Agreement, the Reimbursement Agreement shall remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective representatives thereunto duly authorized.

, 2003 REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD

By:
Executive Director
"AGENCY"


, 2003

CITY OF BRENTWOOD

By:
City Manager
"CITY"


, 2003

CL LAND INVESTMENTS, L.P., a California limited partnership

By:
General Partner
"DEVELOPER"

 

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