ITEM 4. 10
CITY MANAGER' SREPORT
APRIL 14, 2025 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE AMENDMENT NO. 2 TO THE PUBLIC
INFRASTRUCTURE CREDIT AND REIMBURSEMENT
AGREEMENT RELATING TO THE CENTRAL LATHROP
SPECIFIC PLAN AREA
RECOMMENDATION: Adopt Resolution to Approve Amendment No. 2 to the Public Infrastructure Credit and Reimbursement
Agreement with Saybrook CLSP, LLC and Lathrop
Land Acquisition, LLC relating to the Central Lathrop
Specific Plan Area
SUMMARY:
The City of Lathrop adopted the Central Lathrop Specific Plan ( CLSP) in 2004. Since then, the City has worked with Saybrook CLSP, LLC and Lathrop Land Acquisition, LLC ( collectively referred to as " Saybrook") to complete infrastructure improvements eligible for credit or reimbursement.
On March 9, 2020, the City of Lathrop and Saybrook entered into a Public Infrastructure Credit and Reimbursement Agreement ( Agreement) to manage credits and reimbursements for infrastructure improvements. The Agreement outlines mechanisms for applying credits and paying reimbursements to Saybrook as the CLSP development progresses. On September 12, 2022, Amendment No. 1 to the Agreement ( Amendment No. 1) was approved to include completed and accepted facilities.
Amendment No. 2 to the Agreement is needed to add facilities that have been completed by Saybrook and accepted by the City since Amendment No. 1 was approved. In addition, Amendment No. 2 includes the transfer of unused credits to eligible reimbursements subject to the limits of LMC 3. 22. 070 (B) as requested by Saybrook. Staff recommend City Council approve Amendment No. 2 to the Public Infrastructure Credit and Reimbursement Agreement with Saybrook CLSP, LLC, and Lathrop Land Acquisition, LLC.
BACKGROUND:
The City of Lathrop adopted the CLSP in 2004. The City prepared and certified an Environmental Impact Report ( EIR) for the project and adopted a Mitigation Monitoring Program. In the same year, the City approved a Development Agreement DA) with Richland Planned Communities ( Richland), which established development rights and governed the relationship between the City and Richland. In 2011, Richland relinquished its rights under the DA pursuant to a settlement agreement, and in 2016, the City approved the assignment of the DA to Saybrook, along with an amendment.
CITY MANAGER' SREPORT PAGE 2
APRIL 14, 2025 CITY COUNCIL REGULAR MEETING
APPROVE AMENDMENT NO. 2 TO THE PUBLIC INFRASTRUCTURE CREDIT
AND REIMBURSEMENT AGREEMENT RELATING TO THE CLSP AREA
On March 9, 2020, the City of Lathrop and Saybrook entered into the Agreement.
The Agreement provides a clear framework for managing credits and reimbursements related to infrastructure improvements constructed by Saybrook. It also details mechanisms for applying credits against impact fees and reimbursing eligible costs incurred by Saybrook during construction.
On July 11, 2022, City Council adopted the West/ Central Transportation and Central Lathrop Specific Plan Capital Facility Fee Update Studies to incorporate infrastructure constructed by Saybrook, including traffic signals, parks, storm drain improvements, and a water tank.
On September 12, 2022, City Council approved Amendment No. 1 to include the facilities that have been completed by Saybrook and accepted by the City since the Agreement was executed.
On November 14, 2022, City Council approved the adjusted GASB 34 Reports related to the previously accepted public improvements in the CLSP, which now include soft costs such as engineering design, change orders, and permitting.
On October 14, 2024, City Council adopted the 2024 CFF Study, which updated several fees in the CLSP area to better reflect the costs of the improvements and comply with new state laws governing fee calculations.
The City imposes impact fees upon new development in the CLSP area that benefit from the infrastructure improvements constructed by Saybrook. The proposed Amendment No. 2 will help ensure the collection and payment of reimbursements to Saybrook prior to the issuance of a building permit as detailed in LMC 3. 22. 070 (B).
In addition, Amendment No. 2 includes the transfer of unused credits to eligible reimbursements subject to the limit of LMC 3. 22. 070 (B) as requested by Saybrook.
Staff recommend that Council adopt a resolution approving Amendment No. 2 to the Agreement with Saybrook.
REASON FOR RECOMMENDATION:
Amendment No. 2 to the Public Infrastructure Credit and Reimbursement Agreement provides an updated accounting of the improvements constructed and transfer Saybrook' s unused credits to reimbursements eligible for reimbursement pursuant to LMC 3. 22. 070 (B). Fees are collected and reimbursed to Saybrook.
FISCAL IMPACT:
There is no fiscal impact to the City. Any reimbursement to Saybrook would be from the collection of impact fees and all staff time associated with the preparation of the agreement has been paid by Saybrook.
CITY MANAGER' S REPORT PAGE 3
APRIL 14, 2025 CITY COUNCIL REGULAR MEETING
APPROVE AMENDMENT NO. 2 TO THE PUBLIC INFRASTRUCTURE CREDIT
AND REIMBURSEMENT AGREEMENT RELATING TO THE CLSP AREA
ATTACHMENTS:
A. Resolution to Approve Amendment No. 2 to the Public Infrastructure Credit and Reimbursement Agreement with Saybrook CLSP, LLC and Lathrop Land Acquisition, LLC relating to the Central Lathrop Specific Plan Area B. Amendment No. 2 - Public Infrastructure Credit and Reimbursement Agreement Saybrook CLSP, LLC and Lathrop Land Acquisition, LLC CITY MANAGER' S REPORT PAGE 4
APRIL 14, 2025 CITY COUNCIL REGULAR MEETING
APPROVE AMENDMENT NO. 2 TO THE PUBLIC INFRASTRUCTURE CREDIT
AND REIMBURSEMENT AGREEMENT RELATING TO THE CLSP AREA
APPROVALS:
A/ O1/- 2.
Bellal Nabiza14ah Date
Assistant Engineer
Bra f Taylor
City Engineer
Cari Ja - s
Financ- Director
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Date
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Date
Mich I King Date
Assistant City Manager
Salvador Navarrete Date
City Attorney
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4.1•/ V• Zr
Stephen J. Salvatore Date
City Manager
RESOLUTION NO. 25 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO APPROVE AMENDMENT NO. 2 TO THE PUBLIC INFRASTRUCTURE CREDIT AND
REIMBURSEMENT AGREEMENT WITH SAYBROOK CLSP, LLC AND LATHROP LAND
ACQUISITION, LLC RELATING TO THE CENTRAL LATHROP SPECIFIC PLAN AREA WHEREAS, the City of Lathrop adopted the Central Lathrop Specific Plan CLSP) in 2004; and
WHEREAS, in 2004, the City approved a Development Agreement ( DA) with Richland Planned Communities ( Richland), which established development rights and governed the relationship between the City and Richland; and WHEREAS, in 2011 Richland relinquished its rights under the DA pursuant to a settlement agreement; and
WHEREAS, in 2016 the City approved the assignment of the DA to Saybrook CLSP, LLC and Lathrop Land Acquisition LLC ( Saybrook) along with an amendment; and
WHEREAS, on March 9, 2020, the City of Lathrop and Saybrook entered into the Agreement, which provides a clear framework for managing credits and reimbursements related to infrastructure improvements constructed by Saybrook and details mechanisms for applying credits against impact fees and reimbursing eligible costs incurred during construction; and
WHEREAS, on July 11, 2022, City Council adopted the West/ Central Transportation and Central Lathrop Specific Plan Capital Facility Fee Update Studies to incorporate infrastructure constructed by Saybrook, including traffic signals, parks, storm drain improvements, and a water tank; and
WHEREAS, on September 12, 2022, City Council approved Amendment No. 1 to include the facilities that have been completed by Saybrook and accepted by the City since the Agreement was executed; and
WHEREAS, on November 14, 2022, City Council approved the adjusted GASB 34 Reports related to the previously accepted public improvements in the CLSP, which now include soft costs such as engineering design, change orders, and permitting; and
WHEREAS, on October 14, 2024, City Council adopted the 2024 CFF Study, which updated several fees in the CLSP area to better reflect the costs of the improvements and comply with new state laws governing fee calculations; and WHEREAS, Amendment No. 2 to the Public Infrastructure Credit and Reimbursement Agreement provides a simple and current statement of credits and eligible reimbursements and details the mechanisms for the application of credits and payment of reimbursements to Saybrook as the project moves forward; and WHEREAS, the City imposes impact fees upon new development in the CLSP area that benefit from the infrastructure improvements constructed by Saybrook; and
WHEREAS, the proposed Amendment No. 2 is intended to ensure the timely collection and payment of eligible reimbursements prior to the issuance of a building permit and includes the transfer of credits to eligible reimbursements subject to the limits of LMC 3. 22. 070 (B) as requested by Saybrook. Staff recommends that Council adopt a resolution to approve Amendment No. 2 to the Agreement with Saybrook; and
WHEREAS, there is no fiscal impact to the City because all reimbursable sums are from the collection of impact fees and all staff time associated with the preparation of the agreement has been paid by Saybrook; and WHEREAS, staff recommends that Council approve Amendment No. 2 to the Public Infrastructure Credit and Reimbursement Agreement with Saybrook CLSP, LLC and Lathrop Land Acquisition, LLC relating to the CLSP area.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the proposed Amendment No. 2 to the Public Infrastructure Credit and Reimbursement Agreement with Saybrook CLSP, LLC and Lathrop Land Acquisition, LLC relating to the Central Lathrop Specific Plan Area.
PASSED AND ADOPTED by the City Council of the City of Lathrop this 14th day of April 2025 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas
City Clerk
Salvador Navarrete
City Attorney
SECOND AMENDMENT TO PUBLIC INFRASTRUCTURE CREDIT AND
REIMBURSEMENT AGREEMENT RELATING TO THE CENTRAL LATHROP
SPECIFIC PLAN AREA
This Second Amendment to Public Infrastructure Credit and Reimbursement Agreement Relating to the Central Lathrop Specific Plan Area (" Second Amendment") is made and entered into this 14th day of April 2025 (" Effective Date") by and between the City of Lathrop, a municipal corporation of the State of California (" City"); Saybrook CLSP, LLC, a Delaware limited liability company (" Saybrook CLSP"); and Lathrop Land Acquisition, LLC, a Delaware limited liability company (" Lathrop Land") (Saybrook CLSP and Lathrop Land are collectively referenced herein as " Developer"). City and Developer may be collectively referred to herein as the " Parties" or individually as a " Party."
RECITALS
A. Parties entered into the Public Infrastructure Credit and Reimbursement Agreement Relating to the Central Lathrop Specific Plan Area (" Agreement") on March 9, 2020.
B. On September 12, 2022, the City approved and executed Amendment No. 1 to the Agreement (" First Amendment") to include facilities completed by Developer and accepted by the City since execution of the original Agreement.
C. City accepted improvements for the Traffic Signal at Golden Valley Parkway and Faber Drive through the adoption of Resolution 22-184 on November 14, 2022. Developer paid 586, 055.0for construction of these improvements.
D. City accepted improvements for the Landscaping along a portion of Golden Valley Parkway through the adoption of Resolution 22-184 on November 14, 2022. Developer paid 339, 665. 48for construction of these improvements.
E. City accepted improvements for Phase 1C Neighborhood Park through the adoption of Resolution 23- 5206 on January 9, 2023. Developer paid $1, 803, 961. 00for construction of these improvements.
F. City accepted improvements for Phase 1C Linear Park through the adoption of Resolution 23- 5234 on March 13, 2023. Developer paid $ 2, 742, 819. 0for construction of these improvements.
G. City accepted improvements for Phase 1D Neighborhood Park through the adoption of Resolution 23- 5391 on October 9, 2023. Developer paid $2, 352, 779. 50for construction ofthese improvements.
H. City accepted improvements for the Central Pacific and Spartan Way Intersection through the adoption of Resolution 23- 5391 on October 9, 2023. Developer paid $506, 329.1for construction ofthese improvements.
I. Parties wish to amend Exhibit F of the Agreement to reflect the remaining future facilities.
J. Parties wish to amend the Agreement to include Exhibit H for purposes ofreflecting that unused credits previously identified in Exhibit C- 1 are transferred by this Amendment to sums eligible for reimbursement subject to the limits of the Agreement and Lathrop Municipal Code 1 3. 22. 070 (B). Upon execution of this Second Amendment, no credits shall remain under Exhibit C- 1 of the Agreement.
THEREFORE, City and Developer agree to amend the Agreement as follows:
AMENDMENT
1. Replace Exhibit F. The attached Exhibit F shall replace prior versions of Exhibit F.
2. Transfer of Unused Credits to Eligible Reimbursements. Parties agree to recategorize all unused and therefore remaining credits from Exhibit C- 1 of the Agreement into the category of eligible Reimbursement, as defined in the Agreement. The Reimbursement shall be subject to the terms and limitations set forth in the Agreement and Lathrop Municipal Code Section 3. 22. 070 (B). The amounts eligible for reimbursement after the recategorization of credits are depicted in Exhibit H and Exhibit H is hereby added to the Agreement to memorialize such recategorization. Upon execution of this Second Amendment, no credits shall remain outstanding under Exhibit C- 1.
3. No other changes. All other terms, conditions, covenants, obligations and agreements in the Agreement shall remain in full force and effect and without any change due to this Second Amendment. Except as specifically set forth herein, the Agreement shall remain in full force and effect in accordance with its terms. To the extent this Second Amendment is inconsistent with the Agreement, this Second Amendment shall govern and control 2 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the last date shown opposite their signatures.
CITY: DEVELOPER:
CITY OF LATHROP, a California Saybrook CLSP, LLC, a Delaware limited municipal corporation liability company
By: Saybrook Fund Investors, LLC
its Managing Member
By:
Stephen J. Salvatore
City Manager
ATTEST:
City Clerk of and for the City of Lathrop,
State of California
By:
Teresa Vargas
City Clerk
APPROVED AS TO FORM:
By:
Salvador Navarrete
City Attorney
By:
Jeffrey M. Wilson, Officer
Lathrop Land Acquisition, LLC, a
Delaware limited liability company
By: Saybrook Fund Investors, LLC
its Managing Member
By:
Jeffrey M. Wilson, Officer
3 Exhibit - F (AsREVISED)
of:
April
14,
2025
F
Creditsut ure and
Reimbursements
Traffic
Signals: Golden
V
alley
Parkway
nda
Locomotive
Street
Phase
II -
SSJID
O
versizing
Notes:
1.)
D
ollar
amou
listed nts are
estimates
nly; o
Actual
dollar
amount
will
be
calculated
once
improvement
is
completed.
Exhibit -
H (
New)
As
of
April
14,
2025
Central
Lathrop
Specific
Plan:
Credits
Transferred
Reimbursement
to
Fee
Type Initial
Dwellin
Credit (
g
U
nits*)
Remaining
Balance**
Cost
per
Dwelling
Unit
pursuant
to
the
2024
CFF
Study
Equivalent
Cost
Source/ Authority
Culture &
Leisure -
Facilities
InLieu Comm unity
Parks
Dedicatio n
Surface
Water
Supply
Sewer/
Recycled
Water
System
441. 35
1771. 94
938. 00
2225 .
03 23. 35
Dwelling
Units*
2, 709 63, 255
1353. 94
Dwelling
Unit' s*
2, 916
3, 948 089
520 .
00 Dwelling
Unit' s*
6, 099
3, 171, 480
1807 .
03 Dwelling
Unit' s*
590, 298 10,01
Goodwin
CFF
9/ 17/ 24 Goo dwin
CFF
9/ 17 24
Goodwin
CFF
9/ 17 24
Goodwin
CFF
9/ 17 24
onverted
to
Single
Family
Units (
SFU) **
Beginning
Balance
Per
Fee
Credit
Assignment "
Saybrook
20- 14"