Title
Department of Transportation recommending the Board:
1) Approve and authorize the Chair to sign Assignment, Assumption, & Consent Agreement 25-55107 between the County, Silver Springs 181 Venture, LLC, Silver Springs, LLC, and TTLC El Dorado - Silver Springs, LLC;
2) Approve and authorize the Chair to sign the First Amendment to the Agreement to Make Subdivision Improvements for Class 1 Subdivision Between County, Owner And Subdivider for Silver Springs Unit 3, TM 97-1330 (Agmt 24-55066) between the County, the Owner, Silver Springs, LLC, and the Developer, TTLC El Dorado - Silver Springs, LLC, reflecting the change in ownership, with no change to amount or term; and
3) Approve and authorize the Chair to sign the First Amendment to the Offsite Road Improvement Agreement for Offsite Pioneer Place Lift Station Force Main Extension, TM 97-1330, Between County and the Developers, Silver Springs, LLC and TTLC El Dorado - Silver Springs, LLC (Agmt 24-55068), reflecting the change in ownership, with no change to amount or term.
(District 2)
FUNDING: Developer Funded.
Body
DISCUSSION / BACKGROUND
In March 2025, the Department of Transportation (Transportation) was notified that effective January 13, 2025, the owner Silver Springs, LLC (“Assignor Owner”) and developer TTLC El Dorado - Silver Springs, LLC (“Assignor Subdivider”) had formed a new joint Delaware limited liability company, Silver Springs 181 Venture LLC (“Assignee”), which will act as both owner and developer on the projects related to the Silver Springs Unit 3 project. After consultation with County Counsel, it was determined that an Assignment, Assumption, & Consent Agreement (AA&C Agreement) would be required to acknowledge and consent to the change in ownership, and to transfer the assumption of responsibility for the Assignor Owner’s and Assignor Subdivider’s ongoing projects to the new joint limited liability company.
The County, Assignor Owner, and Assignor Subdivider have entered into a Subdivision Improvement Agreement (SIA), Agmt #24-55066, for the Silver Springs Unit 3, TM 97-1330, project. All three parties have also entered into a Road Improvement Agreement, Agmt #24-55068, for the Offsite Pioneer Place Lift Station Force Main Extension, TM 97-1330, which includes installation of new infrastructure under Bass Lake Road.
Section 26 of the SIA reads as follows: “Neither this Agreement, nor any part thereof may be assigned by Owner without the express written approval of County.” This proposed AA&C Agreement satisfies this requirement for the project, by affirming the County’s approval of the transfer from the Assignor Owner and Assignor Subdivider to the Assignee. Further, the two active agreements have been amended to acknowledge the change, and reiterating that the Assignee shall assume all duties, rights, and obligations of both the Assignor Owner and Assignor Subdivider under each agreement.
ALTERNATIVES
This AA&C Agreement and amended SIA and RIA are necessary for the Developer to continue construction of improvements under the improvement agreements. If the AA&C Agreement and improvement agreement amendments are not approved, the Developer would be required to enter into new agreements and provide new security under the name Silver Springs 181 Venture, LLC for each project.
PRIOR BOARD ACTION
On February 27, 2024 (Legistar file 24-0368), the Board approved the SIA, Agmt #24-55066, and the RIA, Agmt #24-55068, for the Silver Springs Unit 3, TM 97-1330, project.
OTHER DEPARTMENT / AGENCY INVOLVEMENT
County Counsel
CAO RECOMMENDATION / COMMENTS
Approve as recommended.
FINANCIAL IMPACT
The requested Board action has no associated fiscal impact or change to Net County Cost. The Developer will bear the cost of constructing the improvements required by the associated Subdivision Improvement Agreement and Road Improvement Agreement.
CLERK OF THE BOARD FOLLOW UP ACTIONS
1) The Clerk of the Board will obtain the Chair’s signature on one (1) original of the Assignment, Assumption & Consent Agreement.
2) The Clerk of the Board will obtain the Chair’s signature on one (1) original of the First Amendment to Subdivision Improvement Agreement #24-55066.
3) The Clerk of the Board will obtain the Chair’s signature on one (1) original of the First Amendment to Road Improvement Agreement #24-55068.
STRATEGIC PLAN COMPONENT
Infrastructure
CONTACT
Rafael Martinez, Director
Department of Transportation