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REDEVELOPMENT AGENCY AGENDA ITEM NO. 3

Meeting Date: July 27, 2004

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

Prepared by: Gina Rozenski, Redevelopment Manager

Submitted by: Howard Sword, Economic Development Director

RECOMMENDATION
Approve Resolution authorizing the Executive Director to execute the Second 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 provided for a reimbursement from the Agency of $1.5M to CL Land Investments towards the total cost to install public improvements (“Public Improvements”) associated with the development of Sand Creek Business Center and Gregory Ranch. (See Exhibit A map)

On July 22, 2003, the Redevelopment Agency and the City of Brentwood approved a First Amendment to the Reimbursement Agreement that provided reimbursement of the $1.5M in two payments, rather than one. The first payment of $1,242,000 would be made upon completion of the Public Improvements, as defined in the agreement, fronting Parcel SC1, Parcel SC2 and “A” Street (now known as Business Center Drive and Technology Way). The second payment of $257,600 would be made upon completion of the Public Improvements, as defined in the agreement, fronting Parcel CL1.

The First Amendment’s two-part reimbursement was approved due to the City’s installation of a temporary easement and right-of-way (“shoofly”) on the Developer’s property 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. It was believed at the time that the existence of this shoofly would 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).

BACKGROUND
In addition to completion of the Public Improvements necessary for the Agency’s first reimbursement, three other performance standards are to be met by the Developer:

1. Recordation of a final subdivision map for the residential portion.
2. Issuance of building permits for 3 commercial buildings and installation of foundations for the 3 buildings.
3. Execution by the Developer of a Regulatory Agreement restricting 15% of the residential units.

The Developer has met all three of the above conditions.

Furthermore, the Developer has completed all the Public Improvements necessary for the Agency’s first reimbursement payment of $1,242,000, except for the completion of Condition #43 of Tentative Parcel Map No. 352-01. Condition #43 requires landscaping and irrigation systems along all roads within the subdivision. While the landscaping has been installed along Sand Creek Road and is in substantial conformance with the plans and specifications, landscaping and irrigation have not been installed on “A” Street (Business Center Drive and Technology Way).

The proportionate value of the $1,242,000 reimbursement towards the “A” Street landscaping value is approximately $100,000.

Staff and Developer have agreed to a Second Amendment to the Reimbursement Agreement wherein a three-part payment, rather than a two-part payment, will be made from the Agency to the Developer, as follows:

1. The first reimbursement of $1,142,000 for the Public Improvements fronting Parcels SC1 and SC2 and for Public Improvements along A Street except landscaping on A Street;
2. A second reimbursement of $100,000 upon the satisfactory completion of the landscaping and irrigation system along “A” Street;
3. A third reimbursement of $257,600 upon satisfactory completion of the Public Improvements fronting Parcel CL1.

FISCAL IMPACT
There is no additional financial impact on the Agency. The Second Amendment merely provides for three reimbursement payments in the total amount of $1.5M rather than two reimbursement payments.

Attachments: Resolution
Second Amendment to Reimbursement Agreement

RESOLUTION NO. RA

RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD APPROVING A SECOND AMENDMENT TO THE 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. RA-42, the Agency approved a Reimbursement Agreement among the City, the Agency and CL Land Investments, LP, a California limited partnership ("Developer"), pursuant to which the Agency proposed to reimburse the Developer, in a single payment of One Million Five Hundred Dollars Thousand ($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; and

WHEREAS, on July 22, 2003, by Resolution No. RA-73, the Agency approved a First Amendment to the Reimbursement Agreement among the City, the Agency and the Developer, pursuant to which the Agency proposed to reimburse the Developer an amount of One Million Five Hundred Dollars ($1,500,000) in two payments of One Million Two Hundred Forty Two Thousand Four Hundred Dollars ($1,242,400) and Two Hundred Fifty Seven Thousand Six Hundred Dollars ($257,600), 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; and

WHEREAS, the Agency and CL Land Investments desire to amend the Reimbursement Agreement to provide for three reimbursement payments rather than two reimbursement payments, all as set forth in the Second Amendment to Reimbursement Agreement.

NOW, THEREFORE, be it resolved that the Redevelopment Agency of the City of Brentwood hereby approves the Second 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 Executive Director and Agency Counsel. The Agency hereby authorizes the Executive Director to execute the Second Amendment to Reimbursement Agreement on behalf of the Agency and to take all further actions reasonably necessary to carry out the provisions of the Second Amendment to Reimbursement Agreement. The Agency hereby reaffirms its authorization for the Agency Treasurer to reserve a portion of the Agency’s 2001 Tax Allocation Bond Proceeds to fund the Reimbursement Agreement, staff time, and consultant and legal fees.

PASSED, ADOPTED AND APPROVED by the Redevelopment Agency of the City of Brentwood at its regular meeting on the 27th of July 2004 by the following vote:

AYES: Members
NOES:
ABSENT:

_____________________________
Brian Swisher,
Agency Chairman

ATTEST:

__________________________________
Karen Diaz, CMC
Agency Secretary

EXHIBIT A

SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT

[attached]

SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT

This Second Amendment to Reimbursement Agreement is made this ______ day of ________, 2004, 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.) ("Agency"), the CITY OF BRENTWOOD, a municipal corporation ("City"), and CL LAND INVESTMENTS, L.P., a California limited partnership (the "Developer").

The First Amendment to Reimbursement Agreement, dated July 22, 2003 is null and void. 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.

I. The Agency shall pay the Developer a prorated share of the Reimbursement in the amount of ONE MILLION ONE HUNDRED FORTY TWO THOUSAND FOUR HUNDRED DOLLARS ($1,142,400) within the time set forth herein upon satisfaction of the following four conditions:

A. Satisfactory completion of the Public Improvements specifically identified as A1. and A2. in Exhibit B (“Public Improvements A1 and A2.”) as evidenced by: (i) a certificate of the City Engineer stating that the Public Improvements A1. and A2. 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 A1. and A2. to the City; and (iii) City's receipt of a maintenance bond from the Developer for the Public Improvements A1 and A2. 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".

II. The Agency shall pay the Developer a prorated share of the Reimbursement in the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000) within the time set forth herein upon satisfaction of conditions IA., IB., IC., and ID., of this Section 3.03 and the following condition:

A. Satisfactory completion of the Public Improvements specifically identified as B. in Exhibit B (“Public Improvements B.”) as evidenced by: (i) a certificate of the City Engineer stating that the Public Improvements 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 B. to the City; and (iii) City's receipt of a maintenance bond from the Developer for the Public Improvements B. in accordance with the requirements of Section 3.12.

III. 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 IA., IB., IC., ID. and IIA, of this Section 3.03 and the following condition:

A. 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.

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 3.03.I.A(i), 303.II.A(i) and 3.03.III.A(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:

A1. 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.

A2. 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, and street name signs.

B. Installation of water meters, irrigation systems with automatic controls and landscaping on new “A” Street in the general area marked “A” Street on Exhibit “A” from Brentwood Boulevard to Sand Creek Road.

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 Second Amendment to the Reimbursement Agreement, the Reimbursement Agreement shall remain unmodified and in full force and effect.

SIGNATURE PAGE FOLLOWS


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

, 2004 REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD

By:
Executive Director, "AGENCY"

, 2004

CITY OF BRENTWOOD

By:
City Manager, "CITY"

, 2004

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

By:
General Partner
"DEVELOPER"

City Administration
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