Lathrop City Council
February 12, 2024

CITY MANAGER' SREPORT ITEM 5. 3
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING
ITEM: PUBLIC HEARING ( PUBLISHED NOTICE) TO AMEND
AND

PARTICIPATION

RESTATE
IN
THE

THE STATEWIDE

CITY OF

COMMUNITY

LATHROP' S

INFRASTRUCTURE PROGRAM
RECOMMENDATION: Council to Consider the Following:

1. Hold a Public Hearing; and

2. Adopt a Resolution Amending and Restating the
City of Lathrop' sParticipation in the Statewide
Community Infrastructure Program; Authorizing
the California Statewide Communities
Development Authority to Accept Applications
From Property Owners, Conduct Special
Assessment Proceedings and Levy Assessments
and Special Taxes and to Form Assessment
Districts and Community Facilities Districts
Within the Territory of the City of Lathrop;
Embodying a Joint Community Facilities
Agreement Setting Forth the Terms and
Conditions of Community Facilities District
Financings; Approving Form of Acquisition
Agreement for Use When Applicable; and
Authorizing Related Actions
SUMMARY:

The California Statewide Communities Development Authority ( CSCDA) is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. Currently, 530 cities, counties and special districts throughout California are members of CSCDA, including the City of Lathrop.

In 2002, CSCDA instituted a Statewide Community Infrastructure Program ( SCIP) to allow owners of property in participating cities and counties to finance development impact fees that are payable by property owners upon receiving development entitlements or building permits through pooled special assessment district programs.

The City of Lathrop joined SCIP in 2012, and participated in the SCIP 2018B bond series for the 17100 Murphy Park project, funding approximately $ 1. 7 million of development impact fees through a SCIP assessment district.

Since the City joined, SCIP has expanded the program to include financing of public capital improvements directly in addition to just fees, and has further expanded to include community facilities districts ( CFDs). In order for the City' s developers to take advantage of the expanded financing the City Council will need to amend and restate the City' s current participation resolution ( Resolution No. 12- 3313).

CITY MANAGER' S REPORT
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING

SCIP PROGRAM PARTICIPATION
BACKGROUND:

PAGE 2
The California Statewide Communities Development Authority ( CSCDA) is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. Currently, 530 cities, counties and special districts throughout California are members of CSCDA, including the City of Lathrop.

In 2002, CSCDA instituted a Statewide Community Infrastructure Program ( SCIP) to allow owners of property in participating cities and counties to finance the development impact fees that would be payable by property owners upon receiving development entitlements or building permits through pooled special assessment district programs. Since its inception, SCIP has issued over $ 1 billion in land secured special assessment and CFD bonds for development projects in California.

The City of Lathrop joined SCIP in 2012, and participated in the SCIP 2018B bond series for the 17100 Murphy Park project, funding approximately $ 1. 7 million of development impact fees through a SCIP assessment district.

Since the City joined, SCIP has expanded the program to include financing of public capital improvements directly in addition to just fees, and has now further expanded to include CFDs. By adding CFDs, developers can finance a broader range of City fees, such as police, fire, library, general city fees and housing in -lieu fees. It also allows the developer more flexibility in adjusting tax rates by specific product type, assist in forming separate improvement areas when projects need to be phased, and provides for more facilities to be financed similar in type to the fees.

With a City approved applications, Property owners may select public capital improvements, facilities and/ or development impact fees owed to the City to be financed by the issuance of tax- exempt CSCDA bonds. CSCDA will form the district and impose an assessment or special tax, as applicable, on the owner' s property to
repay the portion of the bonds issued to finance the fees paid with respect to the property ( no one developer within the SCIP pool is responsible for the payment related to any other project).

With respect to impact fees, the property owner will either pay the impact fees at the time of permit issuance, and will be reimbursed from the SCIP bond proceeds when the SCIP bonds are issued, or the fees will be funded directly from the proceeds of the SCIP bonds. In both cases, the fees are subject to requisition by the City at any time to make authorized fee expenditures, and the City is never at risk for payment of its fees. If improvements or facilities are contemplated, the proposed Amended and Restated SCIP Resolution includes a form of acquisition agreement, which outlines how a developer will be reimbursed for improvements as they are certified complete by the City.

CITY MANAGER' SREPORT
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING

SCIP PROGRAM PARTICIPATION
PAGE 3
The benefits to the property owner include:

Only property owners who choose to participate in the program will have assessments or special taxes imposed on their property.

Instead of paying cash for public capital improvements and/ or development impact fees, the property owner receives low- cost, long- term tax- exempt financing of those fees, freeing up capital for other purposes.

The property owner can choose to pay off the assessments or special taxes at any time.

For home buyers, paying for the costs of public infrastructure through an assessment or special tax is superior to having those costs " rolled" into the cost of the home. Although the tax bill is higher, the amount of the mortgage is smaller, making it easier to qualify. Moreover, because the assessment/ special tax financing is at tax- exempt rates, it typically comes at lower cost than mortgage rates.

Owners of smaller projects, both residential and commercial, can have access to tax- exempt financing of infrastructure. Before the inception of SCIP, only projects large enough to justify the formation of an assessment or community facilities district had access to tax- exempt financing. SCIP can finance projects as low as $ 500, 00, which would not be economical on a stand- alone basis.

The benefits to the City include:

As in conventional assessment district and CFD financing, the City is not liable to repay the bonds issued by CSCDA or the assessments or special taxes, as applicable, imposed on the participating properties.

CSCDA handles all district formation, district administration, bond issuance and bond administration functions. A participating city, county or special district can provide tax- exempt financing to property owners through SCIP while committing virtually no staff time to administer the program.

Providing tax- exempt financing helps participating cities and counties cushion the impact of rising public capital improvements costs and development impact fees on new development. Many developers rely on assessment district or CFD financing through SCIP in making the decision to purchase land thereby improving a City' scompetitive advantage in attracting new development.

The availability of financing will encourage developers to pull permits and pay fees in larger blocks, giving the participating city, county or special district immediate access to revenues for public infrastructure, rather than receiving a trickle of revenues stretched out over time. As part of the entitlement negotiation process, the possibility of tax- exempt financing of fees can be used to encourage a developer to pay fees up front.

CITY MANAGER' S REPORT
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING

SCIP PROGRAM PARTICIPATION
PAGE 4
In some cases, the assessments or special taxes on successful projects can be refinanced through refunding bonds. Savings achieved through a refinancing may be directed to lower property taxes subject to applicable federal tax limitations.

The proposed Amended and Restated Resolution authorizes CSCDA to accept applications from owners of property within the City' s planning jurisdiction to apply for tax- exempt financing of public capital improvements and development impact fees through SCIP. It also authorizes CSCDA to form assessment districts and community facilities districts within the City' s boundaries, conduct assessment and special tax proceedings and levy assessments and special taxes against the property of participating owners. The authorization of CSCDA to form assessment districts within the City' s boundaries, conduct assessment proceedings, and levy assessments against the property of participating owners previously approved by this City Council will remain in effect.

This action will approve the form of an acquisition agreement, attached to the Amended and Restated Resolution as Exhibit B, to be entered into between the City and the participating property owner/ developer, if applicable, to provide the terms and conditions under which financing for public capital improvements will be provided and to establish the procedure for disbursement of bond proceeds to pay for completed facilities. It also authorizes miscellaneous related actions and makes certain findings and determinations required by law.

REASON FOR RECOMMENDATION:

Amending and restating the City' scurrent SCIP Resolution allows for the financing of fees and facilities through the formation of CFDs in addition to the current assessment district program. Developers can finance a broader range of City fees, such as police, fire, library, general city fees and housing in -lieu fees. In addition, developers will have more flexibility in adjusting tax rates by specific product type, assist in forming separate improvement areas when projects need to be phased, and provide for more facilities to be financed similar in type to the fees.

FISCAL IMPACT:

The only fiscal impact will be the staff time to administer the reimbursements to developers.

ATTACHMENTS:

A. Resolution

CITY MANAGER' SREPORT
FEBRUARY 12, 2024 CITY COUNCIL REGULAR MEETING

SCIP PROGRAM PARTICIPATION
APPROVALS:

Cari Jam
Director /• f Finance
1/ 2. 42
PAGE 5
Date
i
f/ 7 / Zazt/
Thomas Hedegard Date
Deputy City Manager
Salvador Navarrete Date
City Attorney
1zsl4
Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 24 -

AMENDED AND RESTATED RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LATHROP AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM; AUTHORIZING THE

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO

ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL

ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS AND SPECIAL TAXES

AND TO FORM ASSESSMENT DISTRICTS AND COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF LATHROP;

EMBODYING A JOINT COMMUNITY FACILITIES AGREEMENT SETTING

FORTH THE TERMS AND CONDITIONS OF COMMUNITY FACILITIES
DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Statewide Communities Development Authority the " Authority") is a joint exercise of powers authority, lawfully formed and operating within the State pursuant to an agreement ( the " Joint Powers Agreement") entered into as of June 1, 1988 under the authority of Title 1, Division 7, Chapter 5 ( commencing with Section 6500) of the California Government Code the " JPA Law"), the members of which include numerous cities, counties and local agencies in the State of California, including the City of Lathrop ( the " City"); and WHEREAS, the Joint Powers Agreement authorizes the Authority to undertake financing programs under any applicable provisions of State law to promote economic development, the stimulation of economic activity, and the increase of the tax base within the jurisdictional boundaries of its members ( such members, the " Program Participants"); and
WHEREAS, as one of the Programs under the Joint Powers Agreement, the Authority has established the Statewide Community Infrastructure Program SCIP") to allow the financing of certain public capital improvements to be constructed by or on behalf of property owners for acquisition by the City or another public agency ( the " Improvements") and improvements eligible for funding from certain development impact fees ( the " Fees") levied in accordance with the Mitigation Fee Act ( California Government Code Sections 66000 and following) and other authority providing for the levy of fees on new development to pay for public capital improvements ( collectively, the " Fee Act") through the levy of special assessments pursuant to the Municipal Improvement Act of 1913 ( Streets and Highways Code Sections 10000 and following) (the " 1913 Act") and the issuance of improvement bonds ( the " Local Obligations") under the Improvement Bond Act of 1915 ( Streets and Highways Code Sections 8500 and following) (the " 1915 Act") upon the security of the unpaid special assessments; and WHEREAS, the " Mello - Roos Community Facilities Act of 1982," being Chapter 2.5, Part 1, Division 2, Title 5 ( beginning with Section 53311) of the Government Code of the State ( the " Mello - Roos Act") is an applicable provision of State law available to, among other things, finance public improvements necessary Resolution No. 24- Page 1 of 10
to meet increased demands placed upon local agencies as a result of development; and
WHEREAS, the Authority also uses SCIP to allow the financing of Fees and Improvements through the levy of special taxes and the issuance of Local Obligations under the Mello - Roos Act upon the security of the special taxes; and WHEREAS, the City desires to allow the owners of property being developed within its jurisdiction (" Participating Developers") to participate in SCIP and to allow the Authority to conduct proceedings and to form community facilities districts CFDs") and to issue Local Obligations under the Mello -Roos Act, as well as to conduct assessment proceedings to form assessment districts (" Assessment Districts") under the 1913 Act and to issue Local Obligations under the 1915 Act, to finance Fees levied on such properties and Improvements, provided that such Participating Developers voluntarily agree to participate and consent to the levy of such assessments or special taxes, as applicable; and
WHEREAS, from time to time when eligible property owners within the jurisdiction of the City elect to be Participating Developers, the Authority will conduct proceedings under the 1913 Act and the Mello - Roos Act and issue Local Obligations under the 1915 Act and the Mello - Roos Act to finance Fees payable by such property owners and Improvements and, at the conclusion of such proceedings, will levy assessments or special taxes, as applicable on such property within the territory of the City; and
WHEREAS, both the Authority and the City are " local agencies" under the Mello - Roos Act; and
WHEREAS, the Mello - Roos Act permits two or more local agencies to enter into a joint community facilities agreement to exercise any power authorized by the Mello -Roos Act; and
WHEREAS, the City desires to enter into such an agreement with the Authority to authorize the Authority to form CFDs from time to time within the territorial limits of the City to finance Fees payable by such property owners and Improvements; and
WHEREAS, the City has previously presented Resolution No. 12- 3313 of the City Council of the City of Lathrop, authorizing the City to join the Statewide Community Infrastructure Program; authorizing the California Statewide Communities Development Authority to accept applications from property owners, conduct special assessment proceedings and levy assessments within the territory of the City of Lathrop; approving a form of acquisition agreement; and authorizing related actions ( the ` Original Resolution"), and such Original Resolution was adopted on January 9, 2012; and
WHEREAS, the City now wishes to amend and restate the Original Resolution; and
Resolution No. 24- Page 2 of 10
WHEREAS, there has been presented to this meeting a proposed form of Resolution of Intention to be adopted by the Authority in connection with assessment proceedings ( the " ROI"), a copy of which is attached hereto as Exhibit A, and the territory within which assessments may be levied for SCIP ( provided that each Participating Developer consents to such assessment) shall be coterminous with the City' s official boundaries of record at the time of adoption of such ROI ( the Proposed Boundaries"), and reference is hereby made to such boundaries for the plat or map required to be included in this Amended and Restated Resolution pursuant to Section 10104 of the Streets and Highways Code; and WHEREAS, there has also been presented to this meeting a proposed form of Acquisition Agreement ( the " Acquisition Agreement"), a copy of which is attached hereto as Exhibit B, to be approved as to form for use with respect to any Improvements to be constructed and installed by a Participating Developer and for which the Participating Developer requests acquisition financing as part of its SCIP application; and
WHEREAS, the City will not be responsible for the conduct of any proceedings; the levy or collection of assessments or special taxes or any required remedial action in the case of delinquencies in such assessment or special tax payments; or the issuance, sale or administration of the Local Obligations or any other bonds issued in connection with SCIP; and
WHEREAS, pursuant to SCIP, the Authority periodically issues Local Obligations on behalf of the local agency participants in SCIP to provide financing for the Fees and Improvements and then concurrently issues its revenue bonds pursuant to the Marks - Roos Local Bond Pooling Act of 1985, consisting of Article 4 commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code ( the " Marks - Roos Act"), the proceeds of which are used to purchase the Local Obligations; and
WHEREAS, pursuant to Government Code Section 6586. 5, notice was published at least five days prior to the adoption of this Amended and Restated Resolution at a public hearing, which was duly conducted by this City Council concerning the significant public benefits of SCIP and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lathrop as follows:

Section 1. This Amended and Restated Resolution shall constitute full " local approval," under Section 9 of the Joint Powers Agreement, and under the Authority' sLocal Goals and Policies ( defined below), for the Authority to undertake and conduct proceedings in accordance herewith and under the Mello Roos Act to form CFDs with boundaries that shall be coterminous with the City' s official boundaries of record at the time of such proceedings or any portion thereof ( the Proposed Boundaries"), and to authorize a special tax and to issue bonds with respect thereto; provided that the Participating Developers, who shall be the legal Resolution No. 24- Page 3 of 10
owners of such property at the time of formation of the CFD, execute a written consent to the levy of special tax in connection with SCIP by the Authority and execute a ballot in favor of the formation of such CFD and the Mello - Roos Act.

Section 2. The City hereby consents to the conduct of special assessment proceedings by the Authority in connection with SCIP pursuant to the 1913 Act and the issuance of Local Obligations under the 1915 Act on any property within the Proposed Boundaries; provided, that:
1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; and
2) The Participating Developers, who shall be the legal owners of such property at the time of the formation of the Assessment District, execute a written consent to the levy of assessments in connection with SCIP by the Authority and execute an assessment ballot in favor of such assessment in compliance with the requirements of Section 4 of Article XIIID of the State Constitution.

Section 3. The Joint Powers Agreement, together with the terms and provisions of this Amended and Restated Resolution, shall together constitute a separate joint community facilities agreement between the City and the Authority under the Mello -Roos Act for each CFD formed. As, without this Amended and Restated Resolution, the Authority has no power to finance City Fees and/ or City Improvements ( as such terms are defined herein) in proceedings under the Mello - Roos Act to form the CFD, adoption by the Commission of the Authority of each Resolution of Intention to form a CFD under the Mello - Roos Act to finance City Fees and/ or City Improvements shall constitute acceptance of the terms hereof by the Authority with respect to such CFD.

Section 4. This Amended and Restated Resolution and the agreement it embodies are determined to be beneficial to the residents/ customers of the City and are in the best interests of the residents of the City, and of the future residents of the area within the proposed CFDs and Assessment Districts. The City hereby finds and declares that the issuance of revenue bonds by the Authority to purchase Local Obligations in connection with SCIP will provide significant public benefits, including without limitation, savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs, and the more efficient delivery of local agency services to residential and commercial development within the City.

Section 5. The Authority has adopted Local Goals and Policies as required by Section 53312. 7of the Mello -Roos Act. The City approves the use of those Local Goals and Policies in connection with the formation of CFDs. The City hereby agrees that the Authority may act in lieu of the City under those Local Goals and Policies in forming and administering the CFDs.

Section 6. The Authority has prepared and will update from time to time the SCIP Manual of Procedures" (the " Manual"), and the City will handle Fee revenues and funds for Improvements for properties participating in SCIP in accordance with the procedures set forth in the Manual.

Resolution No. 24- Page 4 of 10
Section 7. Pursuant to the Mello - Roos Act and this Amended and Restated Resolution, the Authority may conduct proceedings under the Mello - Roos Act to form the CFDs and to have such CFDs authorize the financing of any or all of the facilities and Fees set forth on Exhibit C, attached hereto. All of the facilities, whether to be financed directly or through Fees, shall be facilities that have an expected useful life of five years or longer and are facilities that the City or other local public agencies, as the case may be, are authorized by law to construct, own or operate, or to which they may contribute revenue. Exhibit C may be modified from time to time by written agreement between an authorized representative of the Authority and of the City. The facilities are referred to herein as the Improvements," and the Improvements to be owned by the City are referred to as the " City Improvements." The Fees paid or to be paid to the City are referred to as the " City Fees."
Section 8. For Fees paid or to be paid to another agency by any particular CFD ( an " Other Local Agency"), the Authority will obtain the written consent of that Other Local Agency before issuing Local Obligations to fund such Fees, as required by the Mello - Roos Act. For the Improvements to be owned by an Other Local Agency, the Authority will separately identify them in its proceedings, and will enter into a joint community facilities agreement with such Other Local Agency prior to issuing Local Obligations to finance such Improvements, as required by the Mello - Roos Act. Each joint community facilities agreement with each Other Local Agency will contain a provision that the Other Local Agency will provide indemnification to the City to the same extent that the City provides indemnification to the Other Local Agency under the terms of this Amended and Restated Resolution.

Section 9. At the time of formation of each CFD, the City will certify to the Commission of the Authority that all of the City Improvements including the improvements to be constructed or acquired with the proceeds of City Fees to be funded by such CFD are necessary to meet increased demands placed upon the City as a result of development occurring or expected to occur within the proposed CFDs in the form attached hereto as Exhibit D. Any appropriate officer or staff of the City is authorized to execute and deliver such certificate in substantially the form attached hereto as Exhibit D, with such changes as such signatory shall approve.

Joint community facilities agreements with other local agencies will each contain a requirement that each Other Local Agency will make identical certification in connection with respect to the Improvements to be owned by, and Fees paid or to be paid to, such Other Local Agency equivalent to that made by the City in this paragraph.

Section 10. The Authority will apply the special tax collections initially as required by the documents under which any Local Obligations are issued; and thereafter, to the extent not provided in the Local Obligations documents, may pay its own reasonable administrative costs incurred in the administration of the CFDs.

The Authority will remit any special tax revenues from any particular CFD remaining after the final retirement of all related Local Obligations to the City and to the other local agencies in the proportions specified in the Authority' sproceedings. The City will apply any such special tax revenues it receives for authorized City Resolution No. 24- Page 5 of 10
Improvements or City Fees and its own administrative costs only as permitted by the Mello - Roos Act. The joint community facilities agreements with each Other Local Agency must require the Other Local Agency to apply the special tax revenues they receive for their authorized Improvements and Fees under the CFDs and for their own related administrative costs only as permitted by the Mello -Roos Act.

Section 11. The Authority will administer the CFDs, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering the Local Obligations, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The City will cooperate fully with the Authority in respect of the requirements of the Internal Revenue Code and to the extent information is required of the City to enable the Authority to perform its disclosure and continuing disclosure obligations with respect to the Local Obligations and any revenue bonds, although the City will not participate in nor be considered to be a participant in the proceedings respecting the CFDs ( other than as a party to the agreement embodied by this Amended and Restated Resolution) nor will the City be or be considered to be an issuer of the Local Obligations nor any revenue bonds. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency.

Section 12. In the event the Authority completes issuance and sale of Local Obligations, and Local Obligation proceeds become available to finance the Improvements, the Authority shall establish and maintain a special fund for each development project ( the " Acquisition and Construction Fund"). The portion of Local Obligation proceeds which is intended to be utilized to finance the Improvements and Fees shall be deposited in the Acquisition and Construction Fund. The Acquisition and Construction Fund will be available both for City Improvements and City Fees and for the Improvements and Fees pertaining to each Other Local Agency. Subaccounts shall be created as necessary.

Section 13. As respects the Authority and each Other Local Agency, the City agrees to fully administer, and to take full governmental responsibility for, the construction or acquisition of the City Improvements and for the administration and expenditure of the City Fees including but not limited to environmental review, approval of plans and specifications, bid requirements, performance and payment bond requirements, insurance requirements, contract and construction administration, staking, inspection, acquisition of necessary property interests in real or personal property, the holding back and administration of retention payments, punch list administration, and the Authority and each Other Local Agency shall have no responsibility in that regard. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain provisions equivalent to this paragraph in the joint community facilities agreement with each Other Local Agency.

Resolution No. 24- Page 6 of 10
Section 14. The City agrees to indemnify and to hold the Authority, its other members, and its other members' officers, agents and employees, and each Other Local Agency and their officers, agents and employees ( collectively, the Indemnified Parties") harmless from any and all claims, suits and damages including costs and reasonable attorneys' fees) arising out of the design, engineering, construction and installation of the City Improvements and the improvements to be financed or acquired with the City Fees. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to assume by contract with the City any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency naming the City and its officers, agents and employees as Indemnified Parties with respect to each Other Local Agency' s respective Improvements and the improvements to be constructed or acquired with each Other Local Agency' s Fees.

Section 15. As respects the Authority and each Other Local Agency, the City agrees - once the City Improvements are constructed according to the approved plans and specifications, and the City and the Participating Developer have put in place their agreed arrangements for the funding of maintenance of the City Improvements - to accept ownership of the City Improvements, to take maintenance responsibility for the City Improvements, and to indemnify and hold harmless the Indemnified Parties to the extent provided in the preceding paragraph from any and all claims, etc., arising out of the use and maintenance of the City Improvements. The City reserves the right, as respects the Participating Developer, to require the Participating Developer by contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Other Local Agency naming the City and its officers, agents and employees as Indemnified Parties.

Section 16. The City acknowledges the requirement of the Mello - Roos Act that if the City Improvements are not completed prior to the adoption by the Commission of the Authority of the Resolution of Formation of the CFD for each respective development project, the City Improvements must be constructed as if they had been constructed under the direction and supervision, or under the authority of, the City. The City acknowledges that this means all City Improvements must be constructed under contracts that require the payment of prevailing wages as required by Section 1720 and following of the Labor Code of the State of California. The Authority makes no representation that this requirement is the only applicable legal requirement in this regard. The City reserves the right, as respects the Participating Developer, to assign appropriate responsibility for compliance with this paragraph to the Participating Developer.

Section 17. The form of the Acquisition Agreement attached hereto as Exhibit B is hereby approved, and the City Manager or such officer' s designee each, an " Authorized Officer") is authorized to execute, and deliver to the Participating Developer, the Acquisition Agreement on behalf of the City in substantially that form, with such changes as shall be approved by the Authorized Resolution No. 24- Page 7 of 10
Officer after consultation with the City Attorney and the Authority' s bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 18. After completion of the City Improvements and appropriate arrangements for the maintenance of the City Improvements, or any discrete portion thereof as provided in Section 53313.1 of the Mello - Roos Act and in the Acquisition Agreement, to the satisfaction of the City, and in conjunction with the City' s acceptance thereof, acquisition of the City Improvements shall be undertaken as provided in the Acquisition Agreement.

Section 19. The City hereby consents to the formation of the CFDs in accordance with this Amended and Restated Resolution and consents to the assumption of jurisdiction by the Authority for the proceedings respecting the CFDs with the understanding that the Authority will hereafter take each and every step required for or suitable for consummation of the proceedings, the levy, collection and enforcement of the special tax, and the issuance, sale, delivery and administration of the Local Obligations, all at no cost to the City and without binding or obligating the City' s general fund or taxing authority.

Section 20. The terms of the Agreement embodied by this Amended and Restated Resolution may be amended by a writing duly authorized, executed and delivered by the City and the Authority, except that no amendment may be made after the issuance of the Local Obligations by the Authority that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Local Obligations.

Section 21. Except to the extent of the indemnifications extended to each Other Local Agency in the Agreement embodied by this Amended and Restated Resolution, and the City' s agreement to take responsibility for and ownership of the City Improvements, no person or entity, including the Participating Developer, shall be deemed to be a third party beneficiary of this Amended and Restated Resolution, and nothing in this Amended and Restated Resolution ( either express or implied) is intended to confer upon any person or entity other than the Authority and the City and their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Amended and Restated Resolution.

Section 22. The City shall be identified as a third -party beneficiary of all joint community facilities agreements between the Authority and each Other Local Agency to the extent of the indemnification provisions and the provisions whereby each Other Local Agency agrees to take responsibility for and ownership of their Improvements.

Section 23. The appropriate officials and staff of the City are hereby authorized and directed to make SCIP applications available to all property owners who are subject to Fees for new development within the City and/ or who are conditioned to install Improvements and to inform such owners of their option to participate in SCIP; provided, that the Authority shall be responsible for providing Resolution No. 24- Page 8 of 10
such applications and related materials at its own expense. The staff persons listed on the attached Exhibit E, together with any other staff persons chosen by the Authorized Officer, from time to time, are hereby designated as the contact persons for the Authority in connection with SCIP.

Section 24. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such closing certificates, requisitions, agreements and related documents, including but not limited to such documents as may be required by bond counsel in connection with the participation in SCIP of any districts, authorities or other third -party entities entitled to own Improvements and/ orto levy and collect fees on new development to pay for public capital improvements within the jurisdiction of the City, as are reasonably required by the Authority in accordance with the Manual to implement SCIP and to evidence compliance with the requirements of federal and state law in connection with the issuance by the Authority of the Local Obligations and any other bonds for SCIP. To that end, and pursuant to Treasury Regulations Section 1.50- 2, the staff persons listed on Exhibit E, or other staff person acting in the same capacity for the City with respect to SCIP, are hereby authorized and designated to declare the official intent of the City with respect to the public capital improvements to be paid or reimbursed through participation in SCIP.

Section 25. This Amended and Restated Resolution shall take effect immediately upon its adoption. The City Clerk of the City of Lathrop is hereby authorized and directed to transmit a certified copy of this Amended and Restated Resolution to the Secretary of the Authority. This Amended and Restated Resolution shall remain in force with respect to any Assessment District and CFD formed until all Local Obligations have been retired and the authority to levy the special tax conferred by any CFD proceedings and to levy the assessment conferred by any assessment proceedings has ended or is otherwise terminated. The Original Resolution shall remain in force with respect to any SCIP application approved by the City and any Assessment District formed pursuant to its authority until all Local Obligations have been retired and the authority to levy the assessment conferred by any assessment proceedings carried out pursuant to the Original Resolution has ended or is otherwise terminated.

Resolution No. 24- Page 9 of 10
The foregoing resolution was passed and adopted this 12th day of February, 2024, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Resolution No. 24- Page 10 of 10

EXHIBIT A TO THE RESOLUTION

FORM OF RESOLUTION OF INTENTION

TO BE ADOPTED BY CSCDA
RESOLUTION NO. _ SCIPRESOLUTION OF INTENTION OF THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO FINANCE CAPITAL

IMPROVEMENTS AND/ OR THE PAYMENT OF DEVELOPMENT IMPACT

FEES FOR PUBLIC CAPITAL IMPROVEMENTS IN THE PROPOSED

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ASSESSMENT
DISTRICT NO. _ ([ NAME OF PROJECT]) [ CITY OF ], [ COUNTY OF ], APPROVING A PROPOSED BOUNDARY MAP, MAKING

CERTAIN DECLARATIONS, FINDINGS AND DETERMINATIONS

CONCERNING RELATED MATTERS, AND AUTHORIZING RELATED

ACTIONS IN CONNECTION THEREWITH
WHEREAS, under the authority of the Municipal Improvement Act of 1913 ( the " 1913 Act"), being Division 12 ( commencing with Sections 10000 and following) ofthe California Streets and Highways Code ( the " Code"), the Commission ( the " Commission") of the California Statewide Communities Development Authority ( the " Authority") intends to finance, through its Statewide Community Infrastructure Program, the payment of certain development impact fees for public improvements ( the Improvement Fees") and/ or to finance certain public capital improvements to be constructed by or on behalf of the property owner( s) and to be acquired by the [ City/ounty] of [ 1 or another local agency ( the " Improvements") as described in Exhibit A attached hereto and by this reference incorporated herein, all of which are of benefit to the property within the proposed Statewide Community Infrastructure Program Assessment District No. ([ name ofproject]) [City of ], [ County of ] the " Assessment District");
WHEREAS, the Commission finds that the land specially benefited by the Improvements and/ or the Improvement Fees is shown within the boundaries of the map entitled " Proposed Boundaries of California Statewide Communities Development Authority Statewide Community Infrastructure Program Assessment District No. ([ name ofproject]) [City of ], [ County of ], State of California," a
copy of which map is on file with the Secretary and presented to this Commission meeting, and determines that the land within the exterior boundaries shown on the map shall be designated Statewide Community Infrastructure Program Assessment District No. ([ name ofproject]) [ City of County of ], State of California";
WHEREAS, the [ City/ounty] of [ 1 is a member of the Authority and has approved the adoption on its behalf of this Resolution of Intention and has consented to the levy of the assessments in the Assessment District;
NOW, THEREFORE, BE IT RESOLVED that the Commission of the California Statewide Communities Development Authority hereby finds, determines and resolves as follows:

Section 1. The above recitals are true and correct.

Section 2. Pursuant to Section 2961 of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 ( the " 1931 Act"), being Division 4 ( commencing with Section 2800) of the A- 1
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Code, the Commission hereby declares its intent to comply with the requirements of the 1931 Act by complying with Part 7. 5 thereof.

Section 3. The Commission has designated a
registered, professional engineer as Engineer of
Work for this project, and hereby directs said firm to prepare the report containing the matters required by Sections 2961( b) and 10204 of the Code, as supplemented by Section 4 of Article XIIID of the California Constitution.

Section 4. The proposed boundary map of the Assessment District is hereby approved and adopted. Pursuant to Section 3111 of the Code, the Secretary of the Authority is directed to file a copy of
the map in the office of the County Recorder of the [ County of 1 within fifteen ( 15) days of the adoption of this resolution.

Section 5. The Commission determines that the cost of financing the Improvements and/ or the payment of the Improvement Fees shall be specially assessed against the lots, pieces or parcels of land within the Assessment District benefiting from the financing of the Improvements and/ orthe payment of the Improvement Fees. The Commission intends to levy a special assessment upon such lots, pieces or parcels in accordance with the special benefit to be received by each such lot, piece or parcel of land, respectively, from the financing of the Improvements and/ orthe payment of the Improvement Fees.

Section 6. The Commission intends, pursuant to subparagraph (f) of Section 10204 of the Code, to provide for an annual assessment upon each of the parcels of land in the proposed Assessment District to pay various costs and expenses incurred from time to time by the Authority and not otherwise reimbursed to the Authority which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto.

Section 7. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent ( 12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 ( Division 10 of the Code), and the last installment of the bonds shall mature not to exceed twentynine ( 29) years from the second day of September next succeeding twelve ( 12) months from their date.

Section 8. The procedure for the collection of assessments and advance retirement of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11. thereof.

Section 9. Neither the Authority nor any member agency thereof will obligate itself to advance available funds from its or their own funds or otherwise to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall not prevent the Authority or any such member agency from, in its sole discretion, so advancing funds.

Section 10. The amount of any surplus remaining in the improvement fund after acquisition of the Improvements and/ or payment of Improvement Fees and all other claims shall be distributed in accordance with the provisions of Section 10427. of the Code.

Section 11. To the extent any Improvement Fees are paid to the Authority in cash with respect to property within the proposed Assessment District prior to the date of issuance of the bonds, the amounts so paid shall be reimbursed from the proceeds of the bonds to the property owner or developer that made the payment.

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PASSED AND ADOPTED by the California Statewide Communities Development Authority this day of , 20_.

I, the undersigned, an Authorized Signatory of the California Statewide Communities Development Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Commission of the Authority at a duly called meeting of the Commission of the Authority held in accordance with law on 20 By
Authorized Signatory
California Statewide Communities
Development Authority
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EXHIBIT A TO THE RESOLUTION OF INTENTION

DESCRIPTION OF WORK
The payment of development impact fees levied within the Assessment District and/ or public capital improvements to be acquired and owned by the [ City/ounty] of [ ] or another local agency upon or for the benefit of parcels within the Assessment District, for the project known as [ Project Name], which are authorized to be financed pursuant to the Municipal Improvement Act of 1913 and as to which the owners of the applicable parcels within the Assessment District have applied for participation in SCIP, as more particularly described below.

PAYMENT OF IMPACT FEES
CAPITAL IMPROVEMENTS*
Capital improvements includesfundingfor incidental costs associated with the capital improvements, including but not limited to, contingency, design, engineering, and construction management End ofForm ofResolution ofIntention]
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EXHIBIT B TO THE RESOLUTION

FORM OF ACQUISITION AGREEMENT

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM

ACQUISITION AGREEMENT

BY AND BETWEEN

CITY OF LATHROP
AND
DEVELOPER]
Dated as of , 20
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ACQUISITION AGREEMENT
Recitals
A. The parties to this Acquisition Agreement ( the " Agreement") are the CITY OF LATHROP ( the " Local Agency") and [ DEVELOPER], a [ indicate type of legal entity] the " Developer").

B. The effective date of this Agreement is , 20_.

C. The Developer has applied for the financing of, among other things, certain public capital improvements to be owned by the Local Agency ( collectively, the " Acquisition Improvements"), through the California Statewide Communities Development Authority the " Authority") and its Statewide Community Infrastructure Program (" SCIP"). [ For CFDS:][ The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through a community facilities district which will be administered by the Authority under and pursuant to the Mello -Roos Community Facilities Act of 1982 — California Government Code Sections 53311 and following (the " Act"). On [ ], 20[], the Local Agency entered into a Joint Community Facilities Agreement authorizing the Authority to form a community facilities district ( the " District") within the territorial limits of the Local Agency to finance, among other things, the Acquisition Improvements. On [ ], 20[ J, the Authority formed the District and, on the same date, a landowner election was conducted in which all of the votes were cast unanimously in favor of conferring the District authority on the Authority Commission.] [ For Assessment Districts:][ The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through an assessment district ( the " District") which will be administered by the Authority under and pursuant to Municipal Improvement Act of 1913 ( Streets and Highways Code Sections 10000 and following) (the " 1913 Act") and the issuance of improvement bonds ( the " Local Obligations") under the Improvement Bond Act of 1915 ( Streets and Highways Code Sections 8500 and following) (the " 1915 Act" and, together with the " 1913 Act" the " Act").] D. The administration, payment and reimbursement of the capital facilities fees is agreed to be governed by the provisions of the SCIP Manual of Procedures as it may be amended from time to time. The administration, payment and reimbursement of the Acquisition Improvements shall be as provided herein.

E. Under SCIP, the Authority intends to levy [ assessments] [ special taxes] and issue bonds, in one or more series, to fund, among other things, all or a portion of the costs of the Acquisition Improvements. The portion of the proceeds of the [ special taxes and] bonds allocable to the cost of the Acquisition Improvements, together with interest earned thereon, is referred to herein as the " Available Amount".

F. The Authority will provide financing for the acquisition by the Local Agency of the Acquisition Improvements and the payment of the Acquisition Price ( as defined herein) of the Acquisition Improvements from the Available Amount. Attached hereto as Exhibit A is a description of the Acquisition Improvements, which includes authorized discrete and usable portions, if any, of the public capital improvements, [pursuant to Section 53313. of the Act,] to B- 2
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be acquired from the Developer.

G. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the Local Agency will acquire such completed Acquisition Improvements with the Available Amount.

H. Any and all monetary obligations ofthe Local Agency arising out of this Agreement are the special and limited obligations of the Local Agency payable only from the Available Amount, and no other funds whatsoever of the Local Agency shall be obligated therefor.

I. Attached to this Agreement are Exhibit A (Acquisition Improvements and the Eligible Portions thereof) and Exhibit B ( Form ofRequisition), which are incorporated into this Agreement for all purposes.

In consideration ofRecitals A through I, inclusive, and the mutual covenants, undertakings and obligations set forth below, the Local Agency and the Developer agree as stated below.

Agreement

ARTICLE I
DEFINITIONS; DISTRICT FORMATION AND

FINANCING PLAN
Section 1. 01. Definitions. As used herein, the following capitalized terms shall have the meanings ascribed to them below:

Acceptable Title" means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the Local Agency Engineer not to interfere with the intended use and therefore are not required to be cleared from the title.

Acquisition and Construction Fund" means the " City of Lathrop Acquisition and Construction Fund" established by the Authority pursuant to Section 1. 03 hereof for the purpose ofpaying the Acquisition Price ofthe Acquisition Improvements and which fund may be held as a subaccount within a fund established under the Authority Trust Agreement and may be commingled with acquisition and construction fund monies available for other public capital improvements.

Acquisition Improvement" shall have the meaning assigned to such term in the recitals and are further described in Exhibit A.

Acquisition Price" means the total amount eligible to be paid to the Developer upon acquisition of an Acquisition Improvement as provided in Section 2. 03 not to exceed the Actual Cost ofthe Acquisition Improvement.

Act" has the meaning ascribed thereto in Recital C.

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Actual Cost" means the total cost of an Acquisition Improvement, as documented by the Developer to the satisfaction of the Local Agency and as certified by the Local Agency Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer' scost of constructing such Acquisition Improvement including grading, labor, material and equipment costs, (b) the Developer' scost of designing and engineering the Acquisition Improvement, preparing the plans and specifications and bid documents for such Acquisition Improvement, and the costs of inspection, materials testing and construction staking for such Acquisition Improvement, ( c) the Developer' scost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for such Acquisition Improvement, ( d) the Developer' scost of any real property or interest therein that is either necessary for the construction of such Acquisition Improvement ( e.g., temporary construction easements, haul roads, etc.), or is required to be conveyed with such Acquisition Improvement in order to convey Acceptable Title thereto to the Local Agency or its designee, (e) the Developer' scost of environmental evaluation or mitigation required for such Acquisition Improvement, ( f) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Acquisition Improvement, ( g) the Developer' scost for construction and project management, administration and supervision services for such Acquisition Improvement, ( h) the Developer' scost for professional services related to such Acquisition Improvement, including engineering, accounting, legal, financial, appraisal and similar professional services, and (i) the costs of construction financing incurred by the Developer with respect to such Acquisition Improvement.

Actual Cost Certificate" means a certificate prepared by the Developer detailing the Actual Cost of an Acquisition Improvement, or an Eligible Portion thereof, to be acquired hereunder, as may be revised by the Local Agency Engineer pursuant to Section 2. 03.

Agreement" means this Acquisition Agreement, dated as of [ ], 20[].

Authority" means the California Statewide Communities Development Authority.

Authority Trust Agreement" means a Trust Agreement entered into by the Authority and an Authority Trustee in connection with the issuance of bonds.

Authority Trustee" means the financial institution identified as trustee in an Authority Trust Agreement.

Available Amount" shall have the meaning assigned to the term in Recital E.

Bonds" means bonds or other indebtedness issued by the Authority as tax- exempt or taxable bonds or other indebtedness, in one or more series, that is to be repaid by the District.

Code" means the Streets and Highways Code or the Government Code of the State of California, as applicable.

Developer" means [Developer], its successors and assigns.

Disbursement Request Form" means a
requisition for payment of funds from the
Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion thereof B- 4
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in substantially the form contained in Exhibit B hereto.

District" shall have the meaning assigned to the term in Recital C.

Eligible Portion" shall have the meaning ascribed to it in Section 2. 03 below.

Installment Payment" means an amount equal to ninety percent ( 90%) of the Actual Cost of an Eligible Portion.

Local Agency" means the City of Lathrop.

Local Agency Engineer" means the Engineer of the Local Agency or his/er designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder.

Project" means the Developer' sdevelopment of the property in the District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the District.

Special Taxes" means annual special taxes, and prepayments thereof, authorized by the District to be levied by the Commission of the Authority.] Title Documents" means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein including easements), or an irrevocable offer of dedication of such real property with interests therein necessary to the operation, maintenance, rehabilitation and improvement by the Local Agency ofthe Acquisition Improvement ( including, ifnecessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvement other than said real property interests) to the Local Agency, where applicable.

Section 1. 02. Participation in SCIP. [ For CFDs:][ TheLocal Agency has entered into a Joint Community Facilities Agreement with the Authority for the purpose of accepting applications from time to time of developers within the Local Agency' sjurisdictional boundaries.] Developer has applied for financing through SCIP of the Acquisition Improvements, and such application has been approved by the Local Agency. Developer and Local Agency agree that until and unless such financing is completed by the Authority and the Available Amount is deposited in the Acquisition Account ( as defined in Section 1. 03 below), neither the Developer nor the Local Agency shall have any obligations under this agreement. Developer agrees to cooperate with the Local Agency and the Authority in the completion of SCIP financing for the Acquisition Improvements.

Section 1. 03. Deposit and Use ofAvailable Amount.
a) Upon completion of the SCIP financing, the Available Amount will be deposited by the Authority in the Acquisition Account.
b) The Authority will cause the SCIP Trustee to establish and maintain an account ( the " Acquisition Account") for the purpose of holding all funds for the Acquisition B- 5
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Improvements. All earnings on amounts in the Acquisition and Construction Fund shall remain in the Acquisition and Construction Fund for use as provided herein and pursuant to the Authority Trust Agreement. Money in the Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to, the Developer or its designee to pay the Acquisition Price of the Acquisition Improvements, as specified in Article II hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the Acquisition and Construction Fund ( less any amount determined by the Local Agency as necessary to reserve for claims against the account) (i) shall be applied to pay the costs of any additional Acquisition Improvements eligible for acquisition with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority [to call Bonds or to reduce Special Taxes as the Authority shall determine] [as provided in Section 10427. of the Code to pay a portion of the assessments levied on the Project property in the District].

Section 1. 04. No Local Agency Liability; Local Agency Discretion; No Effect on Other Agreements. In no event shall any actual or alleged act by the Local Agency or any actual or alleged omission or failure to act by the Local Agency with respect to SCIP subject the Local Agency to monetary liability therefor. Further, nothing in this Agreement shall be construed as affecting the Developer' s or the Local Agency' sduty to perform their respective obligations under any other agreements, public improvement standards, land use regulations or subdivision requirements related to the Project, which obligations are and shall remain independent of the Developer' s and the Local Agency' srights and obligations under this Agreement.

ARTICLE II

DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2. 01. Letting and Administering Design Contracts. The parties presently anticipate that the Developer has awarded and administered or will award and administer engineering design contracts for the Acquisition Improvements to be acquired from Developer.

All eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements ( whether as an advance to the Local Agency or directly to the design consultant) shall be reimbursed at the time of acquisition of such Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2. 03 and shall not be entitled to any payment for design costs independent of or prior to the acquisition of Acquisition Improvements.

Section 2. 02. Letting and Administration of Construction Contracts; Indemnification. State law requires that all Acquisition Improvements not completed prior to the formation of the District shall be constructed as if they were constructed under the direction and supervision, or under the authority, of the Local Agency. In order to assure compliance with those provisions, except for any contracts entered into prior to the date hereof, Developer agrees to comply with the requirements set forth in Exhibit C hereto with respect to the bidding and contracting for the construction of the Acquisition Improvements. The Developer agrees that all the contracts shall call for payment of prevailing wages as required by the Labor Code of the State of California. The Developer' sindemnification obligation set forth in Section 3. 01 of this B- 6
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Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/ or applicable State laws regarding public contracting and prevailing wages.

Section 2. 03. Sale of Acquisition Improvements. The Developer agrees to sell to the Local Agency each Acquisition Improvement to be constructed by Developer (including any rights -of -way or other easements necessary for the Acquisition Improvements, to the extent not already publicly owned), when the Acquisition Improvement is has been constructed and is complete to the satisfaction of the Local Agency for an amount not to exceed the lesser of (i) the Available Amount or (ii) the Actual Cost of the Acquisition Improvement. Exhibit A, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of an Acquisition Improvement eligible for Installment Payments prior to completion of the entire Acquisition Improvement are described as eligible, discrete and usable portions in Exhibit A (each, an " Eligible Portion"). At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the Local Agency Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by executed Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the Local Agency Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the Local Agency Engineer shall advise the Developer that the determination of the Actual Cost ( or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer.

If the further documentation is still not adequate, the Local Agency Engineer may revise the Actual Cost Certificate to delete any disallowed items and the determination shall be final and conclusive.

Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project. In those instances, the total costs under such contracts will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent ( 100%) of the costs under the contract will be allocated to that Acquisition Improvement. Amounts allocated to an Acquisition Improvement will be further allocated among the Eligible Portions ofthat Acquisition Improvement, if any, in the same proportion as the amount to be reimbursed for hard costs for each Eligible Portion bears to the amount to be reimbursed for hard costs for the entire Acquisition Improvement. Costs will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. The costs of certain environmental mitigation required to mitigate impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer.

In the event that the Actual Cost is in excess of the Available Amount, the Local Agency shall withdraw the Available Amount from the Acquisition Account and transfer said amount to the Developer. In the event that the Actual Cost is less than the Available Amount, the Local Agency shall withdraw an amount from the Acquisition Account equal to the Actual Cost, and shall transfer said amount to the Developer. Any amounts then remaining in the Acquisition Account shall be applied as provided in Section 1. 03.

In no event shall the Local Agency be required to pay the Developer more than the amount on deposit in the Acquisition Account at the time such payment is requested.

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Section 2. 04. Conditions Precedent to Payment of Acquisition Price. Payment to the Developer or its designee of the Acquisition Price for an Acquisition Improvement from the Acquisition and Construction Fund shall in every case be conditioned first upon the determination of the Local Agency Engineer, pursuant to Section 2. 03, that the Acquisition Improvement satisfies all Local Agency regulations and ordinances and is otherwise complete and ready for acceptance by the Local Agency, and shall be further conditioned upon satisfaction of the following additional conditions precedent:
a) The Developer shall have provided the Local Agency with lien releases or other similar documentation satisfactory to the Local Agency Engineer as evidence that none of the property ( including any rights -of -way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already publicly owned) comprising the Acquisition Improvement, and the property which is subject to the assessments/ Special Taxes] of the District, is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements.
b) All due and payable property taxes, and installments of assessments/ Special Taxes] shall be current on property owned by the Developer or under option to the Developer that is subject to the lien of the District. c) The Developer shall certify that it is not in default with respect to any loan secured by any interest in the Project.
d) The Developer shall have provided the Local Agency with Title Documents needed to provide the Local Agency with title to the site, right- of- way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents shall be in a form acceptable to the Local Agency ( or applicable governmental agency) and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the Local Agency Engineer insuring the Local Agency as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the Local Agency and the Developer. Each title insurance policy required hereunder shall be in the amount equal to or greater than the Acquisition Price.

Section 2. 05. SCIP Requisition. Upon a determination by the Local Agency Engineer to pay the Acquisition Price of the Acquisition Improvements pursuant to Section 2. 04, the Local Agency Engineer shall cause a SCIP Requisition to be submitted to the Program Administrator. The Program Administrator will review the SCIP Requisition and forward it with instructions to the SCIP Trustee and the SCIP Trustee shall make payment directly to the Developer of such amount pursuant to the SCIP Trust Agreement. The Local Agency and the Developer acknowledge and agree that the SCIP Trustee shall make payment strictly in accordance with the SCIP Requisition and shall not be required to determine whether or not the Acquisition Improvements have been completed or what the Actual Costs may be with respect to such Acquisition Improvements. The SCIP Trustee shall be entitled to rely on the SCIP Requisition on its face without any further duty of investigation.

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ARTICLE III

MISCELLANEOUS
Section 3. 01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the Local Agency, the Authority, and each of its respective officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its agents and employees in the performance of this Agreement, or arising out of any contract for the design, engineering and construction of the Acquisition Improvements or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the Authority' sunderwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the SCIP financing (provided that the Developer shall have been furnished a copy of such official statement and shall not have objected thereto); and provided, further, that nothing in this Section 3. 01 shall limit in any manner the Local Agency' srights against any of the Developer' sarchitects, engineers, contractors or other consultants. Except as set forth in this Section 3. 01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment ofdamages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3. 01 shall be understood or construed to mean that the Developer agrees to indemnify the Local Agency, the Authority or any of its respective officers, directors, employees or agents, for any negligent or wrongful acts or omissions to act of the Local Agency, Authority, its officers, employees, agents or any consultants or contractors.

Section 3. 02. Audit. The Local Agency shall have the right, during normal business hours and upon the giving of ten days' written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement) in constructing the Acquisition Improvements.

Section 3. 03. Cooperation. The Local Agency and the Developer agree to cooperate with respect to the completion of the SCIP financing for the Acquisition Improvements.

The Local Agency and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement.

Section 3. 04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section 3. 05. Third Party Beneficiaries. The Authority and its officers, employees, agents or any consultants or contractors are expressly deemed third party beneficiaries of this Agreement with respect to the provisions of Section 3. 01. It is expressly agreed that, except for the Authority with respect to the provisions of Section 3. 01, there are no third party B- 9
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beneficiaries of this Agreement, including without limitation any owners of bonds, any of the Local Agency' sor the Developer' scontractors for the Acquisition Improvements and any of the Local Agency' s, the Authority' s or the Developer' s agents and employees.

Section 3. 06. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the Local Agency from any condition of development or requirement imposed by any other agreement between the Local Agency and the Developer, and, in the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by the Local Agency and the Developer.

Section 3. 07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be delivered ( via mail or electronic mail) to:

If to the Local Agency:

City of Lathrop
Address to come]
Email to come]
If to the Developer:

Developer]
Address to come]
Email to come]
Either party may change its address by giving notice in writing to the other party.

Section 3. 08. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 3. 09. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

Section 3. 10. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party' sright to insist and demand strict compliance by the other party with the terms of this Agreement.

Section 3. 11. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 3. 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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Section 3. 13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors -in -interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors -in -interest to the property within the District, without the prior written consent of the Local Agency.

Section 3. 14. Remedies in General. It is acknowledged by the parties that the Local Agency would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any ( i) moneys owing to the Developer hereunder, or ( ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the Local Agency.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that the Local Agency shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer other than for the payments to the Developer specified in the preceding paragraph. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

CITY OF LATHROP
Mayor
ATTEST: APPROVED AS TO FORM:

City Clerk City Attorney
DEVELOPER],
a [ here indicate type of legal entity]
By:

Signature
Print Name
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Exhibit A to the Acquisition Agreement

DESCRIPTION OF ACQUISITION IMPROVEMENTS AND BUDGETED AMOUNTS To be completed based on Final Engineer' sReport/ developer' sbudget and cash flows] Funding includes amounts for incidental costs associated with the capital improvements, including, but not limited to, contingency, design, engineering, and construction management.

ACQUISITION IMPROVEMENTS TOTAL AMOUNT*
1 $ []
L]
Estimated. Acquisition Price will be determined based on Actual Cost as further described in this Acquisition Agreement.
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Exhibit B to the Acquisition Agreement

FORM OF SCIP REQUISITION
To: BLX Group LLC
SCIP Program Administrator
355 South Grand Avenue, Suite 2700
Los Angeles, California 90071
Attention: Vo Nguyen
Fax: 213- 612- 2499
Re: Statewide Community Infrastructure Program
The undersigned, a duly authorized officer of the CITY OF LATHROP hereby requests a withdrawal from the [ DEVELOPER] ACQUISITION ACCOUNT, as follows:

Request Date: [ Insert Date of Request]
Name ofDeveloper: [ Developer]
Withdrawal Amount: [ Insert Acquisition Price]
Acquisition Improvements: [ Insert Description ofAcquisition Improvement( s) from Ex. A] Payment Instructions: [ Insert Wire Instructions or Payment Address for Developer] The undersigned hereby certifies as follows:

1. The Withdrawal is being made in accordance with a permitted use of such monies pursuant to the Acquisition Agreement, and the Withdrawal is not being made for the purpose of reinvestment.

2. None of the items for which payment is requested have been reimbursed previously from other sources of funds.

3. If the Withdrawal Amount is greater than the funds held in the Acquisition Account, the SCIP Program Administrator is authorized to amend the amount requested to be equal to the amount of such funds.

CITY OF LATHROP
By:

Title:
4152- 0821- 517. 1 B- 14

EXHIBIT C TO THE RESOLUTION

ELIGIBLE FACILITIES AND FEES
Eligible facilities and fees that may be financed by a CFD formed by CSCDA through SCIP include all improvements and fees authorized under the Mello -Roos Act, including but not limited to the following:

Transportation Improvements
Eligible roadway improvements include, but are not limited to: acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil import/ export, paving (including slurry seal), and decorative/ enhanced pavement concrete and/ or pavers; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails ( including onsite and off -site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bus shelters, bus and transit improvements including transfer stations and regional public transit improvements; masonry walls; traffic control and agency fees; and other improvements related thereto. Eligible improvements for the roads listed herein also include any and all necessary underground potable and recycled water, sanitary sewer, and storm drainage system improvements.

Water System Improvements
Authorized facilities include any and all water facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: water storage, treatment and distribution facilities including waterlines and appurtenances, gate valves, pressure reducing stations, flow meters, fire hydrants, and other improvements related thereto such as site clearing, grading and paving; curbs and gutters; booster pump stations & power; stand- by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage.

Recycled Water System Improvements
Authorized facilities include any and all recycled water system facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: treatment and distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump pressurization system, and other improvements related thereto - such as site clearing, grading and paving; curbs and gutters; booster pump stations; stand- by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage.

Drainage System Improvements
Authorized facilities include any and all drainage and storm drain improvements designed to meet the needs of development within the CFD. These facilities include, but may not be limited to:
excavation and grading, pipelines and appurtenances, outfalls and water quality measures, detention/ retetion basins, drainage pretreatment facilities, drainage ways/ channels, pump stations, landscaping and irrigation; access roads, gates, and fencing; and striping and signage and 4152- 0821- 517. 1 C- 1
other improvements related thereto.

Wastewater System Improvements
Authorized facilities include any and all wastewater facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to, pipelines and all appurtenances thereto; manholes; tie- in to existing main lines; force mains; lift stations; upgrades to existing lift stations; odor -control facilities; and permitting related thereto; and related sewer system improvements.

Park, Parkway and Open Space Improvements
Authorized facilities include any and all improvements to parks, parkways and open space required for development within the CFD. These facilities include, but may not be limited to: grading, turf, shrubs and trees, landscaping irrigation, site lighting, drainage, sanitary sewer and water service, pedestrian and bicycle trails, protective fencing ( including soundwalls), pedestrian/ bicycle bridges, storm drain crossings, wetland mitigation, hawk mitigation for authorized facilities herein, access gates and fencing and related open space improvements. Authorized facilities include acquisition of any and all parkland as well as open space/ bike trail/ public access easements required for development within the CFD.

Electrical System Improvements
Authorized facilities include any and all electrical supply and distribution facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: design, distribution lines, vaults, conduit, trenching, transformers and installation of cabling.

School and Educational Facilities
Authorized facilities include classroom renovation, updates to school safety and security systems, technology improvements, energy efficiency improvements, school modernization and retrofitting, and new classroom and school construction as required for development within the CFD.

Development Impact Fees
Authorized facilities include the direct funding of any of the above referenced facility types for which the Local Agency collects a development impact fee.

Other Incidental Expenses and Bond Issuance Costs
In addition to the above facilities, other incidental expenses as authorized by the Mello -Roos Community Facilities Act of 1982, including, but not limited to, the cost of planning and designing the facilities ( including the cost of environmental evaluation, remediation and mitigation); engineering and surveying; construction staking; utility relocation and demolition costs incidental to the construction of the public facilities; costs of project/ construction management; costs including the costs of legal services) associated with the formation of the CFD; issuance ofbonds if any); determination of the amount of taxes; collection of taxes; payment of taxes; costs of calculating and providing reimbursements from one- time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other expenses 4152- 0821- 517. 1 C- 2
incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities. 4152- 0821- 517. 1 C- 3

EXHIBIT D TO THE RESOLUTION

FORM OF INCREASED DEMANDS CERTIFICATE
To: California Statewide Communities Development Authority Re: Statewide Community Infrastructure Program — Community Facilities District for Project]
The undersigned, a duly authorized officer of the CITY OF LATHROP ( the " Local Agency") hereby certifies that the public capital improvements and development impact fees identified below are necessary to meet increased demands placed upon the Local Agency as a result of development within the proposed community facilities district for the [ Project]:

List improvements/ fee here]

CITY OF LATHROP
By:

Title:

D- 1

EXHIBIT E TO THE RESOLUTION

CITY OF LATHROP CONTACTS FOR SCIP PROGRAM
Primary Contact
Name: Cari James
Title: Finance Director
Mailing Address: 390 Towne Centre Dr., Lathrop, CA 95330 Delivery Address (if different):

E- mail:

Telephone: (
cjames@ci. lathrop. ca. us
209) 941- 7327
Fax: ( 209) 941- 7339
Secondary Contact
Name: Thomas Hedegard
Title: Deputy City Manager
Mailing Address: 390 Towne Centre Dr., Lathrop, CA 95330 Delivery Address (if different):

E- mail:

Telephone: (
tedegard@ci. lathrop. ca. us
209) 941- 7329
Fax: ( 209) 941- 7339
Add additional contacts as needed]