HomeMy WebLinkAboutMINUTES - 03191991 - 2.5 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Order on March 19, 1991, by the following vote:
AYES: Supervisors Schroeder, McPeak, Torlakson and Powers
NOES: Supervisor Fanden
ABSENT: None
ABSTAIN: None
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SUBJECT: ESCLUSIVE RIGRT TO NEGOTIATE WITH REYNOLDS AND BROWN FOR
DEVELOPMENT OF AIRPORT PROPERTY AT BUCHANAN FIELD AIRPORT
On March 5, 1991, the Board ordered County staff to Negotiate
with Reynolds and Brown in an attempt to develop an exclusive right
to negotiate a ground lease for the development of a major retail
project on the 13 . 3 acre site (formerly known as the Airport Center
site) at Buchanan Field Airport.
On March 19, 1991, Mr. Jon Reynolds and County Administrator,
Phil Batchelor, appeared before the Board and indicated that the
Exclusive Right to Negotiate (ERN) on file with the Board's Clerk
is the result of those negotiations .
Mr. Batchelor stated that the ERN establishes the conditions
under which negotiations for the execution of a Ground Lease may
proceed for a one year period. The ERN requires Reynolds and Brown
to pay periodic negotiating fees to the County (in a maximum amount
of $475, 000 if it takes the entire year to negotiate the Lease)
during the term of the ERN. It also requires Reynolds and Brown
to pay the County a $650, 000 lease consideration fee at the time
the Ground Lease is executed. Finally, the ERN provides for a
settlement of all former claims between Reynolds and Brown and the
County regarding the property and requires Reynolds and Brown to
provide the County with a quitclaim deed releasing any interest it
may have in the 13 . 3 acre site.
Board members commented on the report, asked various questions
concerning the terms of the ERN and made the following order:
IT IS BY THE BOARD ORDERED AS FOLLOWS:
APPROVE the terms and conditions contained in the filed Exclusive
Right to Negotiate (ERN) with Reynolds and Brown, Inc. , effective
March 19 , 1991 . AUTHORIZE the County Administrator and County
Counsel to finalize the ERN and AUTHORIZE the County Administrator
to execute the said ERN. FIND that execution of the ERN is exempt
from CEQA under Section 15061 of the State CEQA Guidelines on the
grounds that it can be seen with certainty that there is no
possibility that execution of the ERN may have a significant effect
on the environment.
I hereby certify that this Is a true and correct COPY of
CC . County Administrator an action taken and entered on the minutes of the
County Counsel Board of Supervisors on the date shown.
Public Works Director ATTESTED: `z -''tri 1,2 9
Manager of Airports PHIL BATCHELOR,clerk of the Board
Director of General Services of Supervisors and County AdMInWn0f
Lease Manager , 7�� ft"Director of Community Development 9 '
Deputy Director - Redevelopment
a:\bdorder.r&b
EXCLUSIVE RIGHT TO NEGOTIATE
BETWEEN
CONTRA COSTA COUNTY AND REYNOLDS & BROWN INC.
REGARDING THE DEVELOPMENT OF AIRPORT PROPERTY
BUCHANAN FIELD, CALIFORNIA
Effective March 19, 1991, (referred to herein as "the effective
date" or the date of "execution"of the ERN) the County of Contra
Costa (County) and Reynolds & Brown, Inc. ( "R&B" or "the
Developer" ) agree to enter into exclusive negotiations for the
long-term Ground Lease of a 13 . 3-acre site known commonly as -the
Airport Center site (Property) for the development of a major
retail project thereon. This Exclusive Right to Negotiate (ERN)
has been prepared to facilitate the negotiation process , resolve
prior misunderstandings and assure that both parties proceed with
negotiations from the same premise. The parties hereby agree to
the following basic terms and conditions under which they will
negotiate a Ground Lease, and to deal with one another in utmost
good faith and fair dealing.
1. Exclusive Negotiating Rights
1.1 Term and General Purpose of Exclusive Right to Negotiate
The ERN shall have an initial term of 45 days, with the right of
the Developer to extend it four times: ( 1 ) a first extension of
45 days , ( 2 ) a second extension of 90 days, ( 3 ) a third extension
of 90 days and (4 ) a final extension of 90 days , in accordance
with provisions set forth below as to the conditions and payment
for such extensions . The purpose of the ERN is to satisfy all
conditions precedent to the actual execution of the Ground Lease
and the concurrent commencement of construction of the approved
project on the Property.
1 .2 Relation of Exclusive Right to Negotiate to Option Claims
Execution of this ERN, by the County and R&B, shall be considered
a settlement of disputes between R&B and County, including but not
limited to, any and all disputes concerning whatever rights R&B
believes it has under certain prior option and development
agreements negotiated with respect to the same property in 1985 .
There will also be a settlement of any claims the County may have
against R&B. Execution of the ERN by both parties shall constitute
their agreement that all prior agreements ( including but not
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limited to the option agreement recorded on or about March 5 , 1986
the associated Development Agreement, and all related exhibits or
attachments ) are null and void and there exists no other
outstanding- claims between the parties with respect to any rights
to develop the Property or receive revenue therefrom.
Simultaneously with the execution- of this ERN, R&B shall provide
County with a quitclaim deed releasing any interest it may have in
the property. The obligations contained in this section shall
survive termination of this agreement for whatever reason.
2. Negotiating Fee
2.1 Basic Negotiating Fee
Upon execution of the ERN, R&B will pay the County the sum of
$50,000 as a non-refundable negotiating fee. This sum is payment
in consideration of (a) settlement of all prior outstanding claims
between the parties; (b) the County's withholding the Property from
alternative uses (other than by Budget Car Rental) for the initial
45-day period of the ERN; and (c) the granting to R&B of this ERN.
If a first extension of negotiations is not requested in the manner
specified below, this ERN shall terminate 45 days after the
effective date without further action by either party.
2.2 First Extension of Negotiations
R&B shall have the right to request a 45-day First Extension of
Negotiations, by delivering to the County a written request for
said extension and by paying to the County a non-refundable
negotiating fee in the sum of $25,000, no later than 45 days after
the effective date of the ERN. This sum is payment in
consideration of the County's withholding the property from
alternative uses (other than by Budget Car Rental ) and extending
this ERN to R&B for the additional 45 day period. If a First
Extension of Negotiations is requested in the manner specified
herein, but a second extension is not requested in the manner
specified below, this ERN shall terminate upon execution of a
Ground Lease by both parties or 90 days after the effective date
of the ERN, whichever shall first occur.
2.3 Second Extension of Negotiations
If R&B is unable to satisfy all of the conditions specified for the
execution of the Ground Lease set forth below, within 90 days of
the effective date of the ERN, but R&B is in compliance with the
negotiating schedule, set forth in Section 7 of this agreement,
R&B may request a 90 day Second Extension of Negotiations by
delivering to County a written request for said extension and by
paying to the County a non-refundable negotiating fee in the sum
of $150,000 no later than 90 days after the effective date of the
ERN . This sum is payment in consideration of the County' s
withholding the property from alternative uses (other than by
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Budget Car Rental ) and extending this ERN to R&B for the
additional 90-day period. If a Second Extension of Negotiations
is requested in the manner specified herein, but a third extension
is not requested in the manner specified below, this ERN shall
terminate upon execution of a Ground Lease by both parties or 180
days after the effective date of the ERN, without further action
by either party, whichever shall first occur.
2.4 Third Extension of Negotiations
If R&B is unable to satisfy all of the conditions specified for
execution of the Ground Lease set forth below, within 180 days
after the effective date of the ERN, but R&B is in compliance with
the negotiating schedule set forth in Section 7 of this agreement,
R&B may request a 90-day Third Extension of Negotiations by
delivering to County a written request for said extension and by
paying to the County a non-refundable negotiating fee of $125,000
no later than 180 days after the effective date of the ERN. This
sum is payment in consideration of the County' s withholding the
property from alternative uses (other than by Budget Car Rental)
and extending this ERN to R&B for the additional 90-day period.
If a Third Extension of Negotiations is requested in the manner
specified herein, but a Fourth and Final Extension is not requested
in the manner specified below, this ERN shall terminate upon the
execution of a Ground Lease by both parties or 270 days after the
effective date of the ERN, without further action by either party,
whichever shall first occur.
2 .5 Fourth and Final Extension of Negotiations
If R&B is unable to satisfy the all of conditions specified for
execution of the Ground Lease set forth below, within 270 days
after the effective date of the ERN, but R&B is in all other
respects in compliance with the negotiating schedule, R&B may
request a 90-day Final Extension of Negotiations by delivering to
the County a written request for said extension and paying to the
County a non-refundable negotiating fee in the sum of $125,000, no
later than 270 days after the effective date of the ERN. This sum
is payment in consideration of the County' s withholding of the
property from alternative uses (other than by Budget Car Rental )
and extending this ERN to R&B for the additional 90 day period .
If a Final Extension of Negotiations is requested, this ERN shall
terminate upon execution of a Ground Lease or 360 days after the
effective date without further action by either party, whichever
shall first occur.
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2.6 Forfeiture of Negotiating Fee
2.6(a) Forfeiture Upon Termination of Negotiations
Except as otherwise specifically provided by the terms of this
agreement, in the event that negotiations are terminated due to
expiration of the initial or any extended term of this agreement,
during which time the parties, acting in the utmost good faith,
have been unable to reach agreement or because R&B cannot fulfill
the conditions precedent to either the execution of the Ground
Lease, or the extensions to the ERN, the ERN will automatically
terminate and the full amount of the fees paid will be forfeited
with no refund or credit against any future sums or agreements .
2.6(b) Legal Impediment to Execution of Ground Lease
2.6(b) (1) Election by Developer Upon Completion of
Penultimate Condition Precedent
If R&B has fulfilled all of the conditions precedent to the
execution of the Ground Lease, that it reasonably can be expected
to fulfill, other than securing the issuance of a building permit,
but is unable to obtain the issuance of a. building permit due to
a legal impediment imposed by a party other than R&B, its agents
or employees, R&B shall have the right to make the following
election: ( 1) R&B may elect to terminate this ERN and have all
negotiating fees, in excess of $75,000, returned to them; or ( 2 )
R&B may elect to extend the term of this ERN, at no cost to R&B,
for a three periods, not to exceed one year each, from the date the
legal impediment was imposed or the date the "penultimate condition
precedent" (i.e. , the last condition precedent to the execution of
the Ground Lease other than the issuance of a building permit) was
fulfilled, whichever shall last occur. If the legal impediment is
removed earlier than one year from the applicable date, the
extension provided by this Section shall terminate immediately and
R&B shall be required to secure the issuance of a building permit
within 30 days.
R&B must communicate its intention to elect one of the remedies
provided by this section, to County in, writing, no later than 90
days after the date the impediment was imposed or the date the
penultimate condition was completed, whichever shall last occur.
A failure to communicate an election to the County, in writing,
within the time required will result in automatic election under
this Section to extend the term for the initial one year period.
If the legal impediment lasts for more than one year, R&B must give
the County of its notice to renew the election each year.
2.4(b) (2) Election by County
If the Developer elects to extend the term of this ERN for a
maximum of three one year periods , as provided by this section, and
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the Ground Lease has not been executed, the ERN shall terminate
immediately upon expiration of the third one-year period,
regardless of whether or not the legal impediment has been removed,
, without further action by either party, unless the County, in its
sole discretion, elects to extend the term of the ERN for an
additional period.
3. Description of Proposed Project
3.1 Scale and Types of Land Uses
The initial project, as originally developed, will consist of a
membership warehouse retailer with ancillary support retailers or
a discount retail center with multiple anchor tenants and ancillary
support retailers . The project shall not exceed 220, 000 square
feet of gross leasable area. The County will consider project
alternatives so long as County objectives with respect to aggregate
economic benefits are achieved.
3.2 Quality and Compliance with All Government Standards
The project shall be built in a first-quality manner for a project
of its type, and shall comply with all County building, planning,
and zoning regulations incorporated in the most recent applicable
general plan amendment adopted by the County. Except as
specifically provided herein, nothing in this agreement shall in
any way restrict the County, functioning as a landlord, from
exerting its judgment with respect to the acceptability of the
design, layout, landscaping and other building design and site
planning issues of the project. The County is in no way
restricting its rights to object, control or otherwise modify this
project in its capacity as planning regulator.
4 . Designated Initial Project Description
The County is entering into this ERN with Reynolds & Brown based
explicitly on this representation with respect to types of anchor
tenant(s ) . The anchor tenant(s) to be initially included in the
project, together with the project, together with the categories,
range of size and typical lease terms shall be substantially as
follows :
4 . 1 Single Anchor Project Alternative
A single aggregate area not less than 135, 000 and not more than
220 ,000 square feet GLA:
4. 1(a) Warehouse Retail Use
Merchandising Category: Discount membership or non-
membership warehouse such as
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PACE, Price Club Home Depot,
Cost Co . , or PharMar.
Premises : Minimum rental area of 80, 000
square feet GLA.
Rental Term: Minimum lease term of 20 years,
with provisions concerning
recapture.
4.1(b) Balance of Proposed Tenancy
R & B has specified the following general allocations of
proposed tenancy subject to final approval of a site plan
and revisions acceptable to the County:
4.1(b) (1) One additional junior anchor of
approximately 15, 000 to 20 , 000
square feet of GLA such as
BizMart, Walgreens, Soft
Warehouse, Drug Barn and Sport
Mart; or pad shops totalling
28, 000 square feet of GLA in 2
to 3 separate pad areas .
4 .1(b) (2) Fast food operation with drive
through in a separate pad area .
4 .1(b) (3) Interim auto uses to fill the
area comprising 4 . 1 (b) ( 1 ) and
( 2) to maximize County' s lease
and percentage income with lease
term not to exceed 5 years .
4.2 Multi-Anchor Project Alternative
Off Price Discount Retail Center: A single aggregate area not less
than 150 , 000 and not more than 220, 000 square feet GLA:
4 .2(a) Major Anchor - Off Price/Discount Retail
Product Sales
Merchandising Category: Off price/Discount retail sale
of office products , machine,
furniture, business supplies,
sporting goods , apparel , linen
and bedding and auto parts ,
grocery and related items which
may include pharmacy ,
delicatessen and bakery, such
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as Soft Warehouse, BizMart,
Strouds, Bed Bath & Beyond, Auto
Giant and Pep Boys, Pak N Save,
Food 4 Less, Better Buy, Cost
Less Foods .
Premises: Minimum rental area of 50, 000
square feet of GLA.
Rental Term: 20 year minimum with provisions
concerning recapture.
4.2(b) Secondary Anchors - Off Price/Discount
p0tail
PmdrIt
Sales
Merchandising Category: Off price/Discount retail sale
of office products, machine,
furniture, business supplies ,
sporting goods, apparel, linen
and bedding and auto parts,
grocery and related items which
may include pharmacy ,
delicatessen and bakery, such
as Soft Warehouse, BizMart,
Strouds, Bed Bath & Beyond, Auto
Giant and Pep Boys, Pak N Save,
Food 4 Less, Better Buy, Cost
Less Foods .
Premises : Minimum rental area of 15, 000
square feet of GLA.
Rental Term: 10 years minimum -term with
recapture .
4.2(c) Additional Allocations of Property
R & B has specified the following general allocations of
proposed tenancy subject to final approval of its site
plan and possible revisions acceptable to the County.
4 .2(c) (1) Additional Junior Anchors :
One or more Junior anchors or
In Line Shops: total not to
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exceed 36, 000 square feet of
GLA.
4.2(c) (2) Pad Shops : Total of at least
13,000 square feet of GLA in
two separate pad areas .
4.2(c) (3) Fast Food with drive through
window, located on one of the
pad area listed in 4 . 2 (c) 2 .
4.2(c) (4) Interim Auto Uses to cover areas
4 . 2(c) 2 & 3 should it benefit
County's rental income and
percentage rent with lease term
not to exceed 5 years .
5. Ground Lease Terms
5.1 Unsubordinated Ground Lease
The underlying fee title of the County in the demised lands shall
not be subordinated to any Leasehold Mortgage, deed of trust or
other 'encumbrance placed upon the demised lands by the Developer.
Portions of the rentals to be received by County will be
subordinated as provided in this agreement . The County will have
recourse to the lessee for performance under the lease only until
the project is substantially completed and substantially
operational .
5.2 Term of Ground Lease
This Ground Lease shall have an initial term of 50 years commencing
upon the date of execution of the Ground Lease. At such time as
the County is legally able to do, County will grant one option to
extend the term for a period of 5 years . The fee for extension
will be 50% of the total rent paid in the year immediately
preceding the year of exercise of option. The option cannot be
exercised until one year after the commencement of Minimum Base
Rent.
R&B shall save, protect, indemnify and hold harmless the' County
from and against any claim, cost, loss or liability resulting or
arising from the invalidation of any portion of the lease term in
excess of 50 years .
5.3 Minimum Base Rent
Upon completion of the project, Minimum Base Rent shall be the sum
of $45, 000 per month, payable monthly. The County will agree to
subordinate one-third of the Minimum Base Rent to such amounts as
may be necessary to provide debt service payments to any permitted
initial construction and initial permanent mortgage; provided,
however, that any unpaid rents shall not be waived but, rather,
shall be a claim, together with interest thereon at the County' s
cost of funds, on net proceeds from any subsequent sale or
refinancing. In addition, at the time of any refinancing the
unsubordinated portion of Minimum Base Rent shall be increased to
two-thirds of the total Minimum Base Rent, as revised per Section
5 . 5, then in effect at the time of any refinancing.
5.4 Construction Period Rent
Until construction is completed, but in no event for a period
longer than 24 months dating from the date of execution of the
Ground Lease, or occupancy of 75% of the project (or occupancy of
the warehouse retail use described in Section 4 . 1 above) , whichever
shall first occur, minimum rent shall be 25% of Minimum Base Rent.
All rent during this period shall be unsubordinated.
5.5 Reduced Rent During Initial Operations
For a period of 60 months from the date Construction Rent is
terminated, minimum rent shall be 50% of Minimum Base Rent. All
rent during this period shall be unsubordinated.
5.6 Adjustment of Minimum Base Rent
On the tenth anniversary following the termination of Construction
Period Rent, and each ten years thereafter, the minimum rent shall
be adjusted to equal the higher of : ( 1) the prior minimum rent;
or (2) an amount equal to seventy-five percent (75% ) of the average
of all rent in all forms paid by the Developer to the County during
each of the preceding five years. If the effect of the adjustment
as calculated would be to cause the new adjusted Minimum Base Rent
for the current year to exceed the total rent (Minimum Base Rent
and Percentage Rent) paid in the calendar year immediately prior
to adjustment, then the adjustment shall be postponed until such
time as the new adjusted Minimum Base Rent is less than the total
rent paid during the preceding year. This delay in adjustment
shall not, however, delay future adjustments which shall occur at
their initially scheduled dates .
5.7 Percentage Rent
Percentage rent will be paid, in addition to minimum rent, in an
amount equal to 25% of the increase in gross rents received by the
Developer over those rents during the specified Base Year. The Base
Year shall be the third full calendar year of operations of the
Center, for which an audited statement of rents shall be provided .
When minimum rent is adjusted, the base to which percentage rent
is computed shall also be adjusted so that there is no "double
dipping. " The specific formula will be one in which the base for
the calculation of percentage rent is adjusted to a number such
that the total rent under the prior formula will equal the total
rent under the new formula. For the purpose of computing
Percentage Rents , gross rents shall be reduced by an amount
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necessary to amortize, over its normal useful life, any major
capital cost associated with refurbishment, rehabilitation, and
redevelopment provided, however, that such capital expenditures
shall be: (a) limited to costs required for replacement of capital
items only after the expiration of its normal useful life; and ( 2 )
that no capital costs incurred within ten years of the opening of
the center shall eligible for such treatment.
5. 8 Lease Consideration Fee
Upon execution of the Ground Lease R&B shall pay to the County a
lease consideration fee of $650,000. This fee is in addition to
other fees that will be required by the lease, and shall not be
offset- against or credited to any other fee or monies owed under
the lease (such as the traffic mitigation fee, which the parties
agree will not exceed 2 . 05 per square foot GLA) .
5.9 Other Provisions
Nothing in this document should be construed as acceptance by the
County of any terms of the previously negotiated Ground Lease or
Development Agreement. The County believes that both the passage
of time and the change in project scope require the drafting of an
entirely new document in part to reflect new language and
provisions in public/private ground leases that protect the
interests of the public entity. County will deliver a copy of the
draft ground lease prepared by Todd Anson to the outside Counsel
selected by County and will instruct outside Counsel to consult
with Mr. Anson weekly and to explain to Mr. Anson, at his request,
any change in specified material terms .
6 . Formal Scope of Development
6 . 1 Submission Requirements
R&B will provide to the County, acting in its governmental
capacity, documents relating to the Formal Scope of Development
( sufficient for inclusion in a Lease Development Agreement (LDA)
in accordance with the schedule to be set forth in a Schedule of
Performance. Said documents shall be sufficient to allow the
County to perform a FAR Part 77 Study and TERPS analysis, and shall
include, but are not necessarily limited to, the following:
6 .1(a) A precise site plan showing the footprint of
the structures, their dimensions , and distances
from property lines . The site plan must also
provide the following documentation and
calculations prepared by a civil engineer:
( 1 ) The location of the ALUC structural height
limit imaginary planes (transitional ,
horizontal , Runway 32L approach) ;
( 2 ) Finished ground elevation( s ) ;
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( 3 ) The height (or preferably altitude of
highest point) of all structures including
any flagpoles or street lamps ;
(4 ) A profile of site plan showing ground
elevation and structure heights . The
profile should also identify the smallest
clearance between the structure and
imaginary surface (structural height
limit) based on Federal Aviation
Administration (FAA) standards as follows :
- Transitional ( 7 : 1 gradient)
- Horizontal ( 173 feet MSL)
- Approach for Runway 32L ( 20 : 1
gradient) ;
( 5) The location of the (minor) portion of
the property within the safety zone.
6.1(b) Outline Building specifications .
6.1(c) Schematic Elevations .
6 .1(d) Circulation plan details .
6.1(e) Lighting and landscaping plan (review for
aesthetic and potential effect on airport
operations .
6 .1(f) Signage plan.
6 .1(g) The maximum population count (employees,
customers, etc. ) that would be present on the
site on a regular basis .
6.1(h) Other considerations :
The following conditions are generic airport
compatibility concerns that will be attached
to any project approval for this site.
At least 30 days prior to the approval of any
construction plans and issuance of building
permits, the applicant shall submit the
following documents for the review and approval
of the Zoning Administrator and any other
entities whose approval is necessary (e .g. ,
City, FAA, etc) . A separate set of documents
shall be concurrently delivered to the Manager
of Airports to provide him the opportunity to
comment on the plans :
( 1 ) A site plan( s ) showing County (ALUC)
structural height limit planes and the
Runway 32R Safety Zone .
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( 2 ) Description of any temporary structures
(e.g. , construction cranes , antennae)
which might penetrate any adopted height
limit surface. Use of such a temporary
structure shall be restricted by the
Zoning Administrator to avoid significant
hazard to aviation traffic (e.g. ,
lighting, time limits) .
( 3 ) Proposed exterior lighting plan. The plan
shall be reviewed for lighting that might
interfere with airport operations .
(4 ) Landscape plan. The purpose of the review
of the landscape plan is to assure that
tree selection will not result in eventual
penetration of the structural height
limits.
6 .2 Compliance with Environmental Regulation
Developer will prepare, in the time set forth in the Schedule of
Performance, a Preliminary Scope of Development sufficient for the
County, acting in its governmental capacity, to establish its CEQA
and project review criteria. Developer will comply, as specified
in both the Schedule of Performance and subsequent environmental
documentation, with all submission requirements associated with any
additional environmental documentation. Environmental
issues/mitigations have been catalogued and included as Exhibit A.
The listing in Exhibit A is not necessarily exhaustive of issues
and mitigations, however, to the best knowledge of County staff ' as
of the date the ERN is executed, Exhibit A contains the primary
mitigation measures known to staff to date.
6 .3 Relation to Lease Documentation and Commencement
The Formal Scope of Development, together with the associated
exhibits, will become an exhibit to the Lease Development Agreement
(LDA) . Following approval of the LDA by the Board of Supervisors,
the County' s rights, as landlord, pursuant to Section 3.2 of this
agreement, shall be limited to enforcing consistency with the
design and the Formal Scope of Development, contained in the LDA.
Any material change in the Formal Scope of Development by R&B,
once the LDA has been approved by R&B and the County pursuant to
Section 7 . 1 ( 1) of this agreement, will constitute grounds for
termination of negotiations by County. If the County (acting in
its regulatory capacity) requires a material change in the Formal
Scope of Development after the LDA has been approved by R&B and the
Board of Supervisors , pursuant to Section 7 . 1 (1) of this agreement,
R&B shall have the option of making the changes requested and
continuing negotiations or terminating negotiations and obtaining
a refund of all negotiating fees , in excess of the first $75, 000 .
R&B must make its election to terminate or continue negotiations
no later than 30 days after it receives written notice from the
County of the material change.
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7 . Schedule of Performance
7 . 1 Critical Dates
The parties agree to the following critical dates in the Schedule
of Performance:
7 . 1(a) No later than 30 days after the effective date
of the ERN, the major business terms of the
Ground Lease shall be negotiated by both by R&B
and County staff . There will be periodic
consultations between counsel for County and
R&B during the drafting period.
7 .1(b) No later than 30 days after the effective date
of the ERN, Developer shall prepare and submit
to County staff (acting in its governmental
capacity) , in writing, a Preliminary Scope of
Development acceptable to County (acting as
Landlord) and sufficient for County staff to
establish CEQA review criteria . County will
identify the information required as part of
the Preliminary Scope of Development no later
than 15 days following execution of the ERN.
7 .1(c) No later than 30 days after the effective date
of the ERN County will update the TJKM traffic
study done for the Master Plan EIR. The
traffic mitigation measures required of R & B
may exceed but shall not be less than those
shown on Exhibit B.
7 . 1(d) County staff (acting in its governmental
capacity) will commence CEQA review upon
receipt of the Preliminary Scope of Development
from Developer. The Preliminary Scope of
Development may include alternative
developments, but shall state with certainty
the maximum limits of development. Developer
shall prepare any necessary CEQA findings under
the direction of County staff and shall pay all
fees associated with CEQA review and approval
(the parties do not estimate that fees
associated with CEQA review and approval will
exceed $5, 000 ) .
7 .1(e) No later than 45 days after the effective date
of the ERN, County staff shall complete the
initial draft Ground Lease and deliver it to
Developer.
' 7 .1(f) Upon completion of CEQA review and the
preparation of all required CEQA findings , the
initial draft lease (which will include as an
attachment the Preliminary Scope of Development
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prepared by R&B pursuant to Section 7 . 1 (c )
hereof ) shall be presented to the Board of
Supervisors for approval, directions to
continue negotiations and for the purposes of
making any required CEQA findings . A Notice
of Determination shall be filed immediately
thereafter.
7 .1(g) No later than 60 days after the effective date
of the ERN, County staff will define all off-
site requirements (including traffic mitigation
measures) that will be imposed on the Developer
by the County. County and R & .B will use its
best efforts to obtain a list of the offsite
requirements to be imposed by the City of
Concord during this 60-day period.
7 .1(h) No later than 90 days after the effective date
of the ERN, or 45 days after Developer receives
the initial draft Ground Lease from County,
whichever is later, Developer shall prepare and
submit to County staff (acting in its
governmental capacity) , in writing, a Formal
Scope of Development, and all related
submission requirements, including those
specified in Section 6 of this agreement .
County will provide Developer with a complete
list of submission requirements no later than
60 days following execution of the ERN The
Formal Scope of Development and submission
requirements ( "Developer Submittals" ) must be
acceptable to County staff (acting in its
capacity as landlord) in writing. The Formal
Scope of Development must contain sufficient
detail for insertion into a Leasehold
Development Agreement (LDA) and must be
sufficient to secure any necessary regulatory
approvals . The Formal Scope of Development may
include alternative developments, provided
those alternatives do not exceed the maximum
limits of development contained in the
Preliminary Scope of Development .
7 . 1(i) No later than 90 days after the effective date
of the ERN, or 45 days after the Developer
receives the initial draft Ground Lease from
County, whichever is later, Developer shall
prepare and submit to County staff , an approved
Schedule of Performance acceptable to County
staff in writing (if there are any changes from
or additions to the Schedule of Performance
contained in this document) .
7 .1( j ) No later than 90 days after the effective date
of the ERN, or 45 days after the Developer
14
receives the initial draft Ground Lease from
County, whichever is later, Developer shall
provide County staff with written evidence of
preliminary written lease commitments or
expressions of interest from anchor tenants .
7..1(k) No later than 90 days after the effective date
of the ERN, or 45 days after the Developer
receives the initial draft Ground Lease from
County, whichever is later, Developer shall
approve a draft Ground Lease, acceptable to
County staff in writing.
7 .1(1) No later than 30 days after the County receives
written approval of the draft Ground Lease from
Developer, or 30 days after the County receives
all Developer Submittals required by Section
7 . 1 (h) hereof, whichever is later, the County
(acting as Landlord) will review and approve
said Developer Submittals and the Formal Scope
of Development, and the parties will prepare
a Lease Development Agreement (LDA) , in
accordance with the terms of this ERN, to
further outline the terms of these
negotiations. At the earliest possible date
thereafter, the LDA shall be submitted to the
Board of Supervisors for approval . The LDA
will attach as exhibits a copy of the draft
Ground Lease, and an enumeration of
discretionary approvals required by the County.
7 .1(m) No later than 200 days after the of fective date
of the ERN, or 155 days after the Developer
receives the initial draft Ground Lease from
County, whichever is later, Developer shall
provide County staff with written evidence of
preliminary financing commitment or expression
of interest from qualified lenders .
7 . 1(n) No later than 200 days after the effective date
of the ERN, County will complete a phase 2
environmental audit of the Property.
7 . 1(o) No later than 270 days after the effective date
of the ERN, or 225 days after the Developer
receives the initial draft Ground Lease from
County, whichever is later, Developer shall
provide County staff with written evidence of
final financing commitment from qualified
lenders .
7 . 1(p) No later than 270 days after the effective date
of the ERN, or 225 days after the Developer
receives the initial draft Ground Lease from
County, whichever is later, Developer shall
15
provide County staff with approval of the
Ground Lease by designated lenders .
7 . 1(q) No later than 270 days after the effective date
of the ERN, or 225 days after the Developer
receives the initial draft Ground Lease from
the County, whichever is later, Developer shall
provide County staff with a Final Scope of
Development (from which all alternative
developments have been eliminated) , plan check,
and approval of design development drawings .
County shall identify the requirements for
Final Scope of Development, plan check and
approval of design development drawings 60 days
prior to the date the Developer is required to
provide these items .
7.1(r) No later than 270 days after the effective date
of the ERN, Developer shall execute Ground
Lease.
7 .2 Additional Critical Requirements -Developer
In addition to the foregoing requirements, there exists another set
of requirements that must be satisfied prior to the County' s
execution (as opposed to the negotiation) of the Ground Lease,
these requirements include, but are not limited to:
7 .2(a) Issuance or qualifications for issuance of a
building permit.
7 .2(b) Satisfaction of all environmental processing
requirements .
7.2(c) Administrative approval of Zoning Administrator
and Airport Manager.
7 .2(d) Executed Leases for not less than 70% of the
GLA of the proposed center including all three
designated anchor tenants .
7 .3 Additional Critical Requirements - County
Provided that R&B has satisfied the obligations required of
the Developer in Section 7 . 1(a) through 7 . 1 (m) , within the time
specified for each, is diligently pursuing the satisfaction of all
other conditions precedent and is not otherwise in default under
this agreement, the County shall satisfy the following obligations
no later than 270 days following execution of the ERN:
7 .3(a) County will arrange for termination of the
Budget Car Rental Lease and restoration of the
County' s right to possess the Property, no
later than 270 days after execution of the ERN,
or no later than 60 days after the County
16
receives notice from R & B to remove the
tenant, whichever shall last occur.
7 .3(b) County will complete all required discretionary
governmental approvals (to be enumerated in the
Development Proposal) .
7.3(c) County will provide for a signalized 4-way
intersection, as described in paragraph 3 of
Exhibit B to this agreement.
If , due to no fault or delay on the part of the Developer, the
County is not able to perform the obligations set forth in this
Section 7 . 3, by day 270, (or with regard to 7 . 3(a) , within 60 days
after the County receives notice from R & B) R&B shall have the
right to request a suspension of the term of this agreement as
specified in Section 7 . 5(b) hereof.
7 .4 First Extension of ERN Term (Beyond Day 90)
7.4(a) Extension Requested by Developer
R&B' s right to extend the term of the ERN beyond 90 days is set
forth in Section 2 of this agreement and is conditioned on the
requirement that R&B is in compliance with the negotiating schedule
set forth in this Section at the time each extension is requested.
7 .4(b) Suspension Necessitated by County Delay in
Defining Offsite Improvements
If the Developer has satisfied all of the obligations required of
Developer in Sections 7 . 1 (a) through 7 . 1 (g) of this agreement no
later than 60 days after execution of the ERN, and the County fails
to provide the Developer with a list of offsite requirements prior
to day 60, the initial term of the ERN shall be suspended, at no
cost to the Developer, until the day the offsite requirements are
delivered to the Developer. Under these circumstances,the day the
offsite requirements are delivered to the Developer shall be
considered to be day 60 for the purposes of this agreement .
7 .5 Final Extension of ERN Term (Beyond Day 270)
It is contemplated by the parties that the Developer shall fulfill
all of the conditions precedent to the execution of the Ground
Lease prior to day 270 following execution of the ERN. It is
further contemplated by the parties that the County shall complete
all required discretionary approvals prior to day 270 following
execution of the ERN.
7 .5(a) Extension Requested By Developer
If County has completed all required discretionary approvals prior
to day 270, and Developer has satisfied all of the requirements of
17
Developer in Sections 7 . 1 (a ) through 7 . 1 (m) within the time
specified for each, but encounters difficulties in satisfying the
remaining obligations, Developer may request a final 90 day
extension of the ERN, by providing the County with written notice
of its desire to extend the ERN period and paying the negotiating
fee set forth in Section 2 hereof . Said extension shall be for the
express purpose of satisfying the remaining obligations of Section
7 . 1 and 7 . 2 .
7.5(b) Suspension Necessitated By County Delay
If, due to no delay and no fault on the part of the Developer, the
County has not performed the obligations required of it by Section
7 . 3 of this agreement prior to day 270 and the Developer has met
all of the time limits specified above and has satisfied all of the
conditions precedent to the execution of a building permit and the
Ground Lease, which can reasonably be satisfied without the
County' s performance of said obligations, the term of the ERN will
be suspended without cost to the Developer until such time as said
obligations have been completed. The day the last required
discretionary approval is obtained shall be considered day 269 for
purposes of this agreement.
7 . 6 Execution of Ground Lease By County
If, during the initial or any extended term of this ERN, the
Developer completely fulfills all of the conditions precedent to
the execution of the Ground Lease by the County (including the
Developer' s execution of the Ground Lease) the Ground Lease will
be executed by the County. The County's obligation to execute the
Ground Lease will not arise until the Developer has satisfactorily
completed all of the requirements specified herein.
8 . Acceptance
It is specifically understood that this ERN constitutes an
enumeration of the points which will guide the negotiations of the
parties and that no binding agreement as to the Ground Lease, or
the terms thereof , shall arise between the parties until execution
of the Ground Lease by the Board of Supervisors .
9 . Remedies
Nothing in this agreement is intended to give R & B an option or
any other present interest in the Property. The Property is not
security for this agreement. The parties sole remedy for breach
of this agreement is limited to damages .
If the County, through no fault of the Developer, and not as the
result of an act by a third party or as the result of the change
of a material term of this agreement, arbitrarily, unreasonably and
in bad faith refuses to execute the Ground Lease, and the Developer
has satisfied all conditions precedent to the execution of the
Ground Lease that can reasonably be satisfied at the time of the
County' s arbitrary, unreasonable and bad faith refusal , Developer
18
shall have the limited right to rescind this agreement . However,
under no circumstances shall rescission result in rescission of the
quitclaim deed delivered concurrently with the execution of the ERN
or otherwise vest in R&B any right or interest in the Property
which is the subject of this agreement. Developer' s only relief
against the County shall be in the form of damages . The County' s
arbitrary, unreasonable and bad faith refusal to execute the Ground
Lease is the only action on the part of County that shall entitle
the Developer to the remedy of rescission.
10. Lender Concerns
County agrees to provide in the draft lease and subsequently
negotiate in good faith with a qualified lender, reasonable,
standard provisions often described as "lender" or "mortgage"
protection clauses including, but not limited to, notice, new
lease, attornment, rights to cure and limitations of liability.
The County and R&B agree to further discuss the issue of the option
term with a qualified lender, as well as additional consideration
for any additional option term, at the time of lease negotiations .
11 . Sign
The Developer wants County approval to place a sign on the property
leased by Buchanan Field Golf Course Inc. County will permit a
sign to be installed on the property provided that:
a . Developer, by executing this agreement, agrees to save,
protect, defend, indemnify and hold harmless County, its officers,
agents and employees, and Buchanan Field Golf Courses Inc . , its
agents , officers and employees, from and against any and all
claims , costs and liability for any damage, injury or death,
including without limitation consequential damages , of or to any
persons or the property of any person, including attorneys fees ,
arising or resulting directly or indirectly from or connected with
the installation, removal, placement or presence of the sign on the
property, save and except claims or litigation arising through the
sole negligence or sole willful misconduct of the County, its
officers or employees, and if requested by County will defend any
such actions at the sole cost and expense of Developer (and will
require similar indemnification to the County and Buchanan Field
Golf Courses Inc. from Developer' s subtenant(s ) ) .
b. The sign shall be installed at no cost to County and,
under no circumstances, including but not limited to the arbitrary,
unreasonable and bad faith refusal of the County to execute the
Ground Lease, shall Developer be able to recover any costs
connected with the sign (including but not limited to its
construction, installation, placement on or removal from the
Property) .
C . The sign must be acceptable to the County, acting in its
governmental capacity, and Buchanan Field Golf Courses Inc . ,
concerning the issues of height, location, mass , lighting and
safety.
19
d. The consent of Buchanan Field Golf Courses Inc . must be
obtained before a sign can be placed on the property leased by
Buchanan Field Golf Courses Inc. County and Developer will use
their best efforts to obtain said consent.
12. County's Project Agent
The County's Project Agent for the purposes of supervising this
agreement is:
Dick Awenius
Contra Costa County
General Services Dept.
Lease Management Division
1220 Morello Ave, Suite 100
Martinez, CA 94553
(415 ) 313-7250
Developer will provide Mr. Awenius with prompt, written notice of
each act performed by Developer pursuant to this agreement and
the date of performance.
"COUNTY" "DEVELOPER"
COUNTY OF CONTRA COSTA REYNOLDS & BROWN,
a political subdivision a California Corporation
of the State of California
By:
County Administrator By:
Its
RECOMMENDED FOR APPROVAL:
By: By:
Scott Tandy Its
Chief Assistant County
Administrator
By:
James Kennedy
Deputy Director .of
Community Development -
Redevelopment
By:
J. Michael Walford
Public Works Director
APPROVED AS TO FORM:
APPROVED AS TO TECHNICAL
CONTENT: Victor J Westman
County Counsel
By:
Dick Awenius
Property Management Agent By:
General Services Dept. Deputy County Counsel ac\ccmou6
Lease Management Division
20
A. hydrology and Water Quality (p. I11-12)
Mitigation. The following mitigation measures are set forth to reduce the potential
impacts of the development of Parcels A and B on local water quality to a level of insignificance:
1. Prior to the start of construction,the developer will provide, and the County will review
a hydrologic survey of each site to assess the adequacy of drainage facilities and
determine future requirements. The survey will evaluate the hydraulic impacts of
stormwater runoff and assess the potential for water quality hazards as a result of surface
contaminants being carried into the local drainage systems. The survey will include an
assessment of the need for waste treatment of surface runoff and provide for any special
drainage system features such as catchment basins, or oil and sand separators.
2. After construction, accumulated pollutants in local catch basins should be removed
through periodic cleaning and maintenance.
3. To protect water quality,parking lots and access roads should be periodically swept with
vacuum sweepers.
The following mitigation measures are set forth to reduce the potential impacts of construction
on Parcels A and B to a level of insignificance:
1. Pollutants such as fuels, oil, bitumens, sewage, and other toxic or hazardous chemicals
and materials will not be discharged into storm drains or drainage channels, nor will they
be stored or dumped in any location where they might enter the groundwater or surface
drainage systems.
2. Construction related fuel spills, and related surface contamination will be monitored and
cleaned up as quickly as possible.
3. Grading activities will be limited to periods of dry weather.
4. Water from washing aggregate or other operations containing sediments will be treated
by filtration or settlement, or other appropriate means.
5. A comprehensive construction erosion control plan will be required, including the use of
temporary silt fences or baled hay to prevent silt intrusion into existing drainage channels
and water courses.
6. Construction impact mitigation requirements will be made a part of all construction
contracts and enforced by inspectors.
13. GLy►logy and Soils (p. 111-20)
Mitigation. The following mitigation measures are set firth to reduce the potential
impacts of" expansive soils and soil compression on buildings and paving associated with the
proposed General Plan amendment to a level of insignificance:
EXHIBIT A
1. To minimize the damage potential to buildings resulting from the swelling and shrinkage
of on-site soils, proposed structures may have to be supported on deepened footings.
Slabs on grade and pavement areas may have to be supported on a layer of imported non-
expansive fill; this is to be determined at the time of project design.
2. To avoid post-construction differential settlement damage, site grades should be designed
to avoid placement of additional fill. In those circumstances where till would be required
(e.g., flood prone areas), individual building pad areas could be surcharged to obtain
anticipated settlements prior to building construction.
3. An structural fill or wall backfill less than five feet thick should be compacted to at least
90 percent relative compaction as determined by ASTM test standards. Any structural
fill deeper than five feet should be compacted to at least 95 percent.
4. For any structure sensitive to differential settlement, special design features must be
considered, including (a)pile foundations extending through the compressible soil layer
and gaining support from friction between the piling and surrounding soil, (b) a grid
foundation consisting of inter-connected footings, or (c) a mat foundation.
S. A detailed foundation investigation should be performed for each of the proposed
development sites to further evaluate the properties of the subsurface soils. This would
result in specific engineering proposals for each development.
The following mitigation measure is set forth to reduce the exposure of people and property to
moderate earthquake hazard to a level of insignificance:
1. All proposed improvements constructed as a result of the proposed General Plan
amendment will be designed and constructed in conformance with applicable seismic
safety standards and guidelines, including the Uniform Building Code.
C. Plants and Animals (p. III-28)
?Mitigation. No reasonable or feasible mitigation measures are available for the reduction
of plant or animal habitat that would occur as a result of implementation of the proposed General
Plan amendment for the development of Parcels A and B. This must he considered an
unavoidable effect of project implementation.
However, the potential adverse impacts of proposed construction activities on resident small
animals can be mitigated by the following means:
1. To mitigate the potential for dislocating small animals and rodents into nearby residential
and business areas, construction phasing should he taken advantage of to provide esc.ipe
routes to direct any remaining animals away from residential areas and into tlnde�el �l�.d
arexs of the airport.
2
The threat of surface water pollution from parking lot stormwater runoff and any resultant
adverse impacts on water plants and fish can be mitigated to a level of insignificance by the
following means:
1. The airport hydrologic survey set forth as a mitigation measure under the Hydrology and
Water Quality section (above) is to assess the possibility of water quality hazards from
the chemical contamination of runoff. To this end, the hydraulic design analysis will
include an evaluation of the need for waste treatment of surface runoff and provide for
special drainage system features such as settlement ponds and oil and sand separators for
Parcels A and B.
2. After construction,.accumulated pollutants in local catch basins should be removed
through periodic cleaning and maintenance.
3. To protect local water quality, site access roads and parking lots should be periodically
swept with vacuum sweepers.
D. Light and Glare (P. II1-31)
Mitigation. The potential adverse impacts of light and glare from the development of
Parcels A and B on aviation safety can be mitigated to a level of insignificance by the following
means:
1. All new lighting for commercial and industrial uses, including parking lots is to be of the
high pressure.sodium vapor type, and is to be designed and installed so as to create no
glare or interference with aircraft operations. The lighting will be arrayed in such a
manner that it cannot be mistaken for airport approach lights or runways by pilots making-
an approach to the airport in adverse weather conditions.
Potential glare from new commercial lighting that could adversely impact nearby residents and
hillside dwellers can be mitigated to a level of insignificance by the following means:
1. All new lighting for commercial uses and related parking lots is to be of the high
pressure sodium vapor type, and is to be designed and installed so as not to create any
unnecessary glare.
E. Risk or Upset and Safety (p. 111-43)
Mitigation. The emergency fuel spill and hazardous substances releases response
measures of the Contra Costa Consolidated Fire Department are sufficient to reduce this potential
impact to a level of insignificance.
1:. Energy (p. 111-49)
Mitigation. No reasonable or feasible mitigation measures are available to avoid potential
energy consumption that would occur as a result of the General Plan amendment and related
development. This must be considered an unavoidable effect of project implementation.
I-lowever, the magnitude of potential impacts can he somewhat reduced by the following means:
3
1. The design and construction of new buildings associated with the development of Parcels
A and B will incorporate energy saving features as required by the County's building
codes. Such features may include building insulation, weatherstripping around exterior
doors, and double-pane or thermal windows.
2. Parking lot.ligliting will be of an energy efficient type of high-pressure sodium light.
G. Utilities (p. III-51)
Mitigation. Not required. Although such conservation techniques and measures as water
conserving plumbing fixtures, use of drought resistant landscaping materials, use of insulation
in buildings, and use of low energy lighting will be made a part of project design and
construction.
H. Aesthetics (p. 1II-54)
Mitigation. Potential adverse project impacts can be mitigated to a level of insignificance
by the following means:
1. Project buildings are to be attractively designed and painted, and are to be landscaped
(including street frontages and parking lots).
2. A landscape plan prepared by a licensed landscape architect will be prepared and
approved prior to the start of construction.
I. Cultural Resources (p. III-56)
Mitigation. If any such artifacts or similar evidence of archaeological significance is
uncovered, all construction in the immediate vicinity should be stopped until a qualified
archaeologist can be consulted concerning the appropriate treatment of the find. Such action
would be sufficient to reduce potential adverse impacts to a level of insignificance.
J. Noise (p. 1II-78)
Mitigation. There are no reasonable or feasible means to mitigate construction noise.
This would be an unavoidable impact of project implementation. Noise from commercial
activities can be reduced to a level of insignificance through proper site planning and the
reduction of noise at its source through dampening or suppression. Vehicular noise cannot be
reduced to a level of insignificance, but can be reduced somewhat during the critical late night
and early morning hours by restrictions on delivery vehicles.
K. I raffic (p. Il[-84)
11iti�;ati��n. The analyses presented above represent a worst-case scenario I'ur individual
project impacts (cumulative project impacts are analyzed in a separate; section of this ch;:- -_r),
and the development of Parcels A and B, taken individually, would not require mitigation for
projected traffic impacts. However, some mitigation for Parcel A impacts is alrr:+dy huilt int;
the; project description and some additional mitigation has heen recomme;ndcd by the tratti,;
4
consultant. Mitigation built into the project for Parcel A traffic impacts (but not modelled)
includes a proposed signalized intersection on Concord Avenue between John Glenn Drive and
the Walnut Creek channel (see Figure 1-19). The proposed signal would allow for left-turns into
Parcel A from Concord Avenue.
TJKM also recommends that a two-lane left turn be created on eastbound Concord Avenue at
John Glen Drive to facilitate access to Parcel A. Either of these mitigation measures would
restore the Concord Avenue/John Glenn Drive intersection to LOS D during the p.m. peak hour.
Both measures would serve to retain tolerable levels of service (LOS D or better) at the
intersection even with projected cumulative project impacts. The County will require a two-lane
left turn from eastbound Concord Avenue to John Glenn Drive as additional mitigation, subject
to the concurrence of the City of Concord.
The following is a response to a City of Concord comment in the Final EIR:
Comment 7, November 27, 1989 letter:
The EIR should address site access for Parcel A. included in this analysis should
be the proposed location of a new traffic signal on Concord Avenue between
John Glenn Drive and Stanwell Drive. A new traffic signal may have potential
impacts to the existing traffic signal system on Concord Avenue and a detailed
traffic analysis is needed to measure potential impacts to traffic flow.
Response to Comment 7:
Access to Parcel A is discussed on pp. 1-32 through 1-35 of the DEIR, and in
Figure 1-19. Included in this section is the proposed location of a new traffic
signal on Concord Avenue between John Glen Drive and the Walnut Creek
Channel. This is part of an earlier proposal by the County for the development
of Parcel A by Reynolds and Brown. A detailed traffic signal analysis has not
been included as this is beyond the scope of the DEIR.
The following is a response to a People Over Planes comment in the Final EIR.
Comment 9, November 27, 1989 letter:
At page 1-39 of the DEIR, it is stated that developers will pay the total cost of
infrastructure improvements to support development of Parcels A and B. Unless
all of the public burdens necessitating these improvements will be caused by the
developers of the two parcels, the total cost cannot be levied against them unless
they dei not object. Nollan vs. California Coastal Commission, 107 S. Ct. 3141
(1987). The County's proposed policy regarding development of these tuts
parcels suggests that the various road improvements are not related i{t airport
activities, but solely to development of Parcels A and 11. Is this correct"
5
• 11. p.
Response to Comment 9:
The DEIR is clear on this subject. The County proposes to negotiate the costs
of any off-airport infrastructure improvements with the developers of Parcels A
and B.
L. Air Quality (p. 111-94)
Mitigation. All construction contracts will require contractors to reduce dust generation.
Construction dust impacts will be reduced by the following measures:
O providing equipment and manpower for watering of all exposed or disturbed soil
surfaces, including weekends and holidays.
o covering stockpiles of debris, soil, sand or other materials that can be blown by
the wind.
o trucks carrying dirt, sand or soil to or from the project site will be covered.
o sweeping construction area and adjacent streets of all mud and dust daily.
Mitigation opportunities for commercial developments are limited. Traditional air quality
mitigation measures such as Transportation Systems Management (TSM) would not be expected to
significantly reduce traffic generation from the proposed land uses. TSM measures are primarily aimed
at home-to-work trips of employees, and the overwhelming majority of trips to commercial facilities are
customer trips. Nevertheless, both Parcels A and B have some potential for trip reduction due to transit.
Both sites will provide for transit bus pull-guts and waiting areas.
6
M) 'I'rail Requirements
N) Noise Impact of Airport
O) TSM
The following is a response to a Bay Area Air Quality Management District comment in the Final
EIR:
Comment 3, November 22, 1989 letter-
Ile DEIRIEA estimates that commercial development of Parcel A will add
12,445 gross daily vehicle trips and Parcel B will add 10,888 gross daily vehicle
trips. These levels are considered large enough to have a significant impact on
CO levels and traffic flow. Although circulation improvements are offered as
mitigation, we feel that the FEIR should include a discussion of a TSM program
designed to reduce single occupancy vehicle trips to and from the offices
proposed for Parcels A and B. We recommend that the FEIR discuss the
applicability of TSM program measures outlined in the 1987 Contra Costa
County TSM Ordinance.
Response to Comment 3:
The DEIR predicts carbon monoxide levels at three worst-case intersections for
existing conditions, for 1991 conditions with approved development, for 1991
with approved development and the proposed project, and in the year 2444 with
cumulative traffic increases. The traffic generated by both Parcel A and Parcel
B has been included in the carbon monoxide analysis. The circulation
improvements described in the DEIR are not mitigation measures for air quality,
but are part of the proposed project.
As described in the Project Description chapter of the DEIR, the proposed
project includes commercial development of Parcels A and B, not office
development. The applicability of TSM strategies to the proposed development
of Parcels A and B is discussed on page III-94 of the DEIR.
The Contra Costa County TSM Ordinance is employment based, in that its
requirements depend on the number of employees at a business or complex. The
Ordinance requires small employers to conduct commuting surveys, and larger
employers to provide TSM information programs. The largest employers would
he required to submit a TS%l program to the; designated TSM coordinator.
TSM requirements for development of Parcels A and B would only he
determined after a specific development is proposed. As discuss We on page 111-94
of the DEIR, the commercial development envisioned for these parcels would
generate a relatively small proportion of peak-hour commute trips that would he
amendable to TSM.
7
v , r
i') Comply with the County Child Care Ordinance
Q) Visual
R) Design
S) Vehicular entrance/exit
T) Confirmation of Trak Study Conclusions
U) Transit Access
The following is a response to a Bay Area Air Quality Management District comment in the Final
EIR.
Comment 4, November 22, 1989 letter:
In addition to TSM programs, the FEIR should discuss transit opportunities to
service the project area. The DEIR/EA briefly discusses transit options for the
development proposed for Parcel B, but neglects to discuss transit opportunities
for the development proposed for Parcel A. We recommend that the Final EIR
discuss which transit alternatives are available for Parcel A, as well as transit and
rideshare incentives.
Response to Comment 4:
Parcel A would have transit access provided by an existing bus route along
Concord Avenue. As air quality mitigation for this site, transit incentives such
as bus pull-out lanes, bus shelters and transit information programs should be
included in the design of any development on Parcel A. This transit access may
be a major factor in the development of any TSM programs developed for the
Parcel A development.
V) Comply with Public Works requirements including, but not limited to:
(1) Payment of applicable Area of Benefit fees;
(2) Tbose requirements set forth in a Public Works memorandum dated
`.RA t J.nhv,nitdp ua
x
The traffic study done for the Buchanan Field General Plan shall be updated based
on the specific development proposed. The following improvements and fees shall
be considered the minimum which will be required of the developer. The updated
traffic study may show further improvements are needed to mitigate the proposed
development.
1. Lessee shall be responsible for all frontage improvements which include:
- widening the north side of Concord Avenue, between the Walnut Creek
bridge and John Glenn Drive, by a total of twelve feet
constructing new curbing and sidewalk
installing or modifying existing street lighting, landscaping, and drainage.
This widening will provide a fourth lane exclusively for turns into the entrance
to the development and into John Glenn Drive.
2. On John Glenn Drive, lessee shall widen the east side to provide thirty-two
feet of pavement between Concord Avenue and the entrance to lessee's
development. This will require the reconstruction of curbs, sidewalk, lighting,
and landscaping. This widening will provide an exclusive lane for right turns
into lessee's development. Lessee shall also widen the southbound direction
of John Glenn Drive from his westerly entrance to Concord Avenue, and
construct a 200 foot long left turn lane at Concord Avenue. All of this
widening can be accomplished by reconstructing the median island.
3. The lessee shall (1) modify the existing median islands on Concord Avenue to
provide a new intersection opposite the driveway to the Reynolds & Brown
development on the south side of Concord Avenue, (2) install signals at this
same site, and (3) modify the signals at Concord Avenue and John Glenn
Drive.
4. Lessee shall pay traffic mitigation fees as required by all development within
the unincorporated area of the County. This development is within the
Pacheco Area of Benefit, where the fees are currently $2.05 per square foot
for retail business.
JNIW:dj11
1,ra-;p.13
3.1+-J1
EXHIBIT B