The URL can be used to link to this page

Home My Public Portal AboutProfessional Services Contracts 1l111'9 T(i YN' Y 16--5 Co,O-'1 AGENDA'��sITEM TOWN OF MEETING DATE: September 2, 2010 TO: Honorable Chair and Board Members FROM: Agency Counsel SUBJECT: Legal and Professional Services Agreements APPROVED BY Tony Lashbrook, Executive Director RECOMMENDATION: Approve agreements. DISCUSSION: The Agency has existing contracts for outside legal and financial services. The law firm that previously provided these services has disbanded. The attorneys providing those services to the Town Redevelopment Agency have moved to another firm. The,firm is large and has extensive redevelopment experience and the same attorneys as before will retain their relationship with the Town. Fraser & Associates is also currently under contract with the Agency for financial services. The scope of those services has changed as a result of increased Agency activity. These contracts are slightly different than the standard professional services agreements. They have a general scope of work,which is then detailed in the task orders approved by the Executive Director of the Agency. The amount expended cannot,without further Board approval,exceed the budgeted amount. This approach is being taken because of uncertainties over exactly what services may be needed in the future. The first task order involves an amendment to the current redevelopment plan to correct an action taken at the time the plan was adopted. The law requires a cap on the amount of bonded indebtedness which the Agency can have outstanding at any one time. That number was set at $45,000,000 but was deleted from the adopted plan for reasons not entirely clear in retrospect. Having a cap on this amount is also required by the bond covenants upon which the recent bond issuance was based. It is also desirable to provide assurance to the other taxing entities of future Agency action(s) in financing projects. The two contracts provide for preparation of documents necessary to the amendment at a total cost not to exceed $10,000. Agency staff will provide all of the clerical and administrative support to the amendment as well as preparing a negative declaration for CEQA purposes. There will be multiple public hearings before the Council, Planning Commission,and Agency Board Truckee Redevelopment Agency Staff Report Page 1 of 2 AGENDA ITEM prior to adoption, after written notice to the taxing agencies and the public. If there are any questions please let me know. FISCAL IMPACT: Budgeted fiscal year 2010/2011. PUBLIC COMMUNICATIONS: Regular agenda posting ATTACHMENTS: 1. Professional Services Agreement with Fraser& Associates 2. Task Order No. 1 —Fraser&Associates 3. Professional Services Agreement with Best Best& Krieger 4. Task Order No. 1 —Best Best& Krieger Truckee Redevelopment Agency Staff Report Page 2 of 2 TOWN OF TRUCKEE • TASK ORDER NO. 1 FRASER &ASSOCIATES REDEVELOPMENT PLAN AMENDMENT 1. Prepare preliminary report to Agency regarding plan amendment and submit to outside counsel and Agency staff for review. 2. Revise preliminary report based upon comments received and prepare transmittal memo to Agency. 3. Attend,if requested,joint Council/Agency public hearing on adoption of amendment if there is budget remaining after completion of Preliminary Report. Hourly Rate: $200.00 Total not to exceed cost for all services (including expenses): $5,000 1 DRAFT 8-16-10 TOWN OF TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on September 2, 2010 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter "RDA") and Fraser & Associates (hereinafter"CONSULTANT"). RECITALS WHEREAS,the principal member of CONSULTANT is Donald Fraser and is experienced in providing fiscal consulting services; and WHEREAS, RDA desires to engage CONSULTANT to render fiscal consulting services as set forth herein for the purpose of performing such fiscal consulting services (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SCOPE OF SERVICES; TERM 1.1 General Scope of Services. CONSULTANT shall, upon request from RDA, provide consulting services on various issues involving the analysis of tax increment revenues to be generated in the RDA Project Area, the financial analysis of projects seeking RDA assistance, preparation of redevelopment plan documents, and other related services (hereinafter "Services"). The specific services to be provided shall be authorized by the Executive Director on task orders,with a not to exceed figure for each task. 1.2 Term. The term of this Agreement shall be from September 2,2010 until September 30,2012 or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF CONSULTANT 2.1 Control and Payment of Subordinates. RDA retains CONSULTANT on an independent contractor basis and CONSULTANT is not an employee of RDA.The personnel performing the Services under this Agreement on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. CONSULTANT shall pay all wages,salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. CONSULTANT shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by CONSULTANT shall be subject to the approval of RDA. 2.3 Standard of Care; Licenses. CONSULTANT shall perform the Services under this Agreement in a skillful and competent manner. CONSULTANT shall be responsible to RDA for any errors or omissions in its execution of this Agreement. 1 DRAFT 8-16-10 CONSULTANT represents and warrants to RDA that it has all licenses, permits, qualifications, and approvals of whatever nature which are legally required to practice its profession. CONSULTANT further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Project Representatives. , CONSULTANT assigns Donald Fraser as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. CONSULTANT may appoint another person as Project Representative upon written notice to RDA.Tony Lashbrook shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. CONSULTANT shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. CONSULTANT shall allow an authorized representative of RDA, during normal business hours,to examine,audit,and make transcripts of copies of such records. CONSULTANT shall allow inspection by RDA of all work, date, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section,CONSULTANT shall receive compensation for all Services based on task order(s). 3.2 Reimbursement for Expenses. CONSULTANT shall not be reimbursed for any expenses unless authorized in writing by RDA. ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. CONSULTANT shall defend, indemnify and hold RDA, its officials,officers,employees and agents free and harmless from any and all liability from loss, damage or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of CONSULTANT arising out of or in connection with CONSULTANT's performance of this AGREEMENT, including without limitation the payment of attorneys' fees. Further, CONSULTANT shall defend at its own expense, including attorneys' fees, RDA, its officials, officer, employees, and agents in any legal action based upon such acts, omissions or willful misconduct. 4.2 Insurance. CONSULTANT shall obtain and shall require its sub-consultants to obtain insurance of the types and in the amounts described below and satisfactory to RDA. 4.2.1 Commercial General Liability Insurance. , CONSULTANT shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence. If such insurance contains 2 DRAFT 8-16-10 a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.2.2 Business Automobile Liability Insurance. CONSULTANT shall maintain business automobile liability insurance or equivalent form with a combined single,limit of not less than$600,000 per occurrence.Such insurance shall include coverage for owned, hired and non-owned automobiles. 4.2.3 Professional Liability Insurance. CONSULTANT shall maintain errors and omissions liability insurance with a limit of not less than $1,000,000 each claim.Such insurance shall be maintained for a minimum of five years following completion of the Services. 4.3 Additional lnsureds. Such insurance shall name RDA, its officials, officers, employees, agents and consultants, as insureds with respect of performance of Services. Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds.All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials, officers,employees, agents, and consultants and shall contain standard separation of insureds provisions. 4.4 Certificates of Insurance. CONSULTANT shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. CONSULTANT shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 4.5 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract. 4.6 Term of Coverage. CONSULTANT shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. CONSULTANT shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4.7 Licensed Insurer. CONSULTANT shall place all insurance with insurers having an A.M. Best Company rating of no less than A:VIII and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. RDA may, by written notice to CONSULTANT,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. CONSULTANT shall discontinue all Services affected within seven(7)days of receipt of such notice, unless otherwise instructed by RDA in writing. CONSULTANT may not terminate this Agreement except for cause. 3 DRAFT 8-16-10 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA,CONSULTANT shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro- rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to CONSULTANT's failure to fulfill its obligations under this Agreement, CONSULTANT shall be compensated for Services that have been completed and accepted by RDA. CONSULTANT shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from CONSULTANT,which at RDA's discretion must be revised, in part or in whole,to complete the Project. 5.2 Procurement of Similar Services. • In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that CONSULTANT completes the work required under this Agreement, RDA may require CONSULTANT to provide all finished or unfinished documents, date,studies, drawings, reports, etc., prepared by CONSULTANT in connection with the performance of Services under this Agreement. ARTICLE VI GENERAL PROVISIONS 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations,understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2, Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by CONSULTANT without the prior written consent of RDA. 6.3 Subcontracts. CONSULTANT shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. CONSULTANT represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with CONSULTANT on the basis of race, color, religion, national origin, ancestry, sex or age. 4 DRAFT 8-16-10 6.5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. , This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 6.9 Delivery of Notices. All notices permitted,or required under this Agreement,shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: RDA: CONSULTANT: Town of Truckee Redevelopment Agency Fraser&Associates 10183 Truckee Airport Road 225 Holmfirth Court Truckee, CA 96161-3306 Roseville, CA 95661 Attn: Tony Lashbrook Attn: Donald Fraser Executive Director 5 ' Ct DRAFT 8-16-10 Such notice shall be deemed made when personally delivered or when mailed,forty-eight(48) hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. IN WITNESS WHEREOF,,the parties hereto have executed the Agreement on the date first hereinabove written. TOWN OF TRUCKEE REDEVELOPMENT AGENCY: DATED: Tony Lashbrook, Executive Director APPROVED AS TO FORM: DATED: J. Dennis Crabb, Town Attorney Town of Truckee CONSULTANT: Fraser&Associates DATED: Signature Print name and title: 6 TOWN OF TRUCKEE TASK ORDER NO. 1 BEST BEST& KRIEGER REDEVELOPMENT PLAN AMENDMENT 1. Prepare time schedule with all required steps for adoption of Redevelopment Plan Amendment to make certain fiscal changes. 2. Prepare all required Council,Redevelopment Agency and Planning Commission resolutions, ordinance and public notices in connection with Redevelopment Plan Amendment 3. Review and comment on preliminary report and Final Report to Council. 4. Review and comment on negative declaration prepared by Agency staff. 5. Review and comment on all staff reports in connection with Redevelopment Plan Amendment. Hourly Rate for Iris Yang: $295.00 Hourly Rate for Associate Attorney: $205.00-$255.00 Hourly Rate for Paralegal: $195.00 Total not to exceed cost for all services (including expenses): $5,000 1 i TOWN OF TRUCKEE REDEVELOPMENT AGENCY - AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on September 2, 2010 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter"RDA") and Best Best & Krieger LLP (hereinafter"ATTORNEY"). - ' RECITALS WHEREAS, Iris Yang and various associate attorneys are experienced in providing redevelopment legal services; ("ATTORNEY") WHEREAS, RDA desires to engage ATTORNEY to render special counsel redevelopment legal services to the RDA (hereinafter"Project"); NOW, THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE SCOPE OF SERVICES; TERM 1.1 General Scope of Services. ATTORNEY shall, upon request from RDA, provide special counsel legal services to the Town of Truckee Redevelopment Agency (hereinafter "Services") as authorized by the RDA Executive Director or his designees, in consultation with RDA General Counsel. The authorization shall be provided in the form of a task order or orders with the not to exceed cost of each task contained therein. 1.2 Term. l • . The term of this Agreement shall be from September 2,2010 until September 30,2012 or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF ATTORNEY 2.1 Control and Payment of Subordinates. RDA retains ATTORNEY on an independent contractor basis and ATTORNEY is not an employee of RDA. The personnel performing the Services under this Agreement on behalf of ATTORNEY shall at all times be underATTORNEY's exclusive direction and control.ATTORNEY shall pay all wages,salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. ATTORNEY shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by ATTORNEY shall be subject to the approval of the RDA Executive Director or his designee. 1 r 2.3 Standard of Care; Licenses. ATTORNEY shall perform the Services under this Agreement in a skillful and competent manner. ATTORNEY shall be responsible to RDA for any errors or omissions in its execution of this Agreement.ATTORNEY represents and warrants to RDA that it has all licenses, permits, qualifications, and approvals of whatever nature which are legally required to practice its profession.ATTORNEY further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Project Representatives. ATTORNEY assigns Iris Yang as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. ATTORNEY may appoint another person as Project Representative upon written notice to RDA.Tony Lashbrook, Executive Director shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. ATTORNEY shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. ATTORNEY shall allow an authorized representative of RDA, during normal business hours, to examine, audit, and make transcripts of copies of such records.ATTORNEY shall allow inspection by RDA of all work,date,documents, proceedings,and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section, ATTORNEY shall receive compensation for all Services rendered under this Agreement at the rates set forth in the form of a retainer at the hourly rates in effect from time to time. Current rates are as follows: Iris Yang $295.00 Associate Attorneys $205-$255 Paralegals $195.00 ATTORNEY'S hourly rates are reviewed and adjusted periodically, typically January 1 of each year. If ATTORNEY revises its rates while this Agreement is in effect, the revised rates will be applied to the services rendered thereafter and the applicable rates will be reflected in each subsequent bill that RDA receives. Miscellaneous expenses are covered by ATTORNEY's standard administrative charge,currently set at four percent (4%), which compensates the cost of normal photocopying, long distance telephone calls, regular mail postage, telecopy charges and other expenses as to which individual itemization is impractical. Costs specific to RDA such as investigation and filing fees, process server fees, required costs of travel, out-of-town lodging and meals, courier and express delivery and mail services, deposition and court reporter fees, computerized legal research, major photocopying, conference calls and staff overtime, as needed, are itemized and will appear on ATTORNEY's monthly statement as separate items. 3.2 Payment of Compensation. ATTORNEY shall provide to RDA a monthly statement that indicates work completed, hours of service rendered and units of supply provided to the Project by ATTORNEY from the first of the first of the month, or the start of the subsequent billing periods, as appropriate,through the date of the statement. RDA shall,within 30 days of receiving such statement from ATTORNEY, review the statement and pay all approved charges thereon. 2 3.3 Reimbursement for Expenses. ATTORNEY shall not be reimbursed for any expenses unless authorized in writing by the RDA Executive Director. ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. ATTORNEY shall defend, indemnify and hold RDA, its officials, officers, employees and agents free and harmless from any and all liability from loss,damage or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of ATTORNEY arising out of or in connection with ATTORNEY's performance of this AGREEMENT, including without limitation the payment of attorneys'fees. Further,ATTORNEY shall defend at its own expense, including attorneys'fees, RDA, its officials, officer, employees, and agents in any legal action based upon such acts, omissions or willful misconduct. 4.2 Commercial General Liability Insurance. ATTORNEY shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.3 Business Automobile Liability Insurance. ATTORNEY shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$1,000,000 per occurrence.Such insurance shall include coverage for owned, hired and non-owned automobiles. 4.4 Professional Liability Insurance. ATTORNEY shall maintain errors and omissions liability insurance with a limit of not less than $1,000,000 each claim. Such insurance shall be maintained for a minimum of five(5)years following completion of the Services. 4.5 Workers' Compensation Insurance. ATTORNEY shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 per accident. 4.6 Additional Insureds. Such insurance shall name RDA, its officials, officers, employees, agents and ATTORNEYs, as insureds with respect of performance of Services. Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds.All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials, officers, employees, agents, and ATTORNEYs and shall contain standard separation of insureds provisions. 4.7 Certificates of Insurance. ATTORNEY shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. ATTORNEY shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 3 4.8 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract. 4.9 Term of Coverage. ATTORNEY shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. ATTORNEY shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4.10 Licensed Insurer. ATTORNEY shall place all insurance with insurers having an A.M. Best Company rating of no less than A:VIIl and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. RDA may, by written notice to ATTORNEY,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to ATTORNEY of such termination,and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. ATTORNEY shall discontinue all Services affected within seven (7) days of receipt of such notice, unless otherwise instructed by RDA in writing. ATTORNEY may not terminate this Agreement except for cause. 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA,ATTORNEY shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro- rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to ATTORNEY's failure to fulfill its obligations under this Agreement, ATTORNEY shall be compensated for Services that have been completed and accepted by RDA.ATTORNEY shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from ATTORNEY, which at RDA's discretion must be revised, in part or in whole, to complete the Project. 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that ATTORNEY completes the work required under this Agreement, RDA may require ATTORNEY to provide all finished or unfinished documents, date,studies,drawings,reports,etc., prepared by ATTORNEY in connection with the performance of Services under this Agreement. 4 ARTICLE VI GENERAL PROVISIONS 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by ATTORNEY without the prior written consent of RDA. 6.3 Subcontracts. ATTORNEY shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. ATTORNEY represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with ATTORNEY on the basis of race, color, religion, national origin, ancestry, sex or age. 6.5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 6.9 Delivery of Notices. All notices permitted,or required under this Agreement,shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 5 • 1 1 RDA: ATTORNEY: Town of Truckee Redevelopment Agency Best Best& Krieger LLP 10183 Truckee Airport Road 400 Capitol Mall, Suite 1650 Truckee, CA 96161-3306 Sacramento, CA 95814 Attn: Tony Lashbrook - Attn: Iris Yang Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight(48) hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. , 6.10 Conflicts Waivers In a large firm with multiple offices representing public and private clients,actual or possible conflicts sometimes arise between existing or potential clients. ATTORNEY may be required to ask for a conflict waiver in that event. ATTORNEY asks for RDA's understanding and cooperation if ATTORNEY requests a conflict waiver in order to undertake or continue representation of another client in a manner that will not be specifically detrimental or adverse to RDA in any matter in which ATTORNEY represents RDA. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. TOWN OF TRUCKEE REDEVELOPMENT AGENCY: DATED: Tony Lashbrook, Executive Director APPROVED AS TO FORM: DATED: J. Dennis Crabb, Town Attorney Town of Truckee ATTORNEY: Best Best& Krieger DATED: Signature Print name and title: z 6 '4® t ©IF' am ity� MEETING NOTES— Redevelopment Plan Amendment l_ �J 41011111 - Conference Call -°res, " ' `� � 16 ' tbe1999 August 12, 2010, 10:00-10:31 a.m. •�Q�j883 �, '� .in�Orpota Town Hall -Administrative Center 10183 Truckee Airport Road, Truckee, CA Attending: Town of Truckee: Dennis Crabb, Alex Terrazas, Kim Szczurek, John McLaughlin, Jenna Endres, David Griffith, and Bonnie Thompson McDonough Holland &Allen PC: Iris Yang Fraser&Associates: Don Fraser Discussion: Negative Declaration: The Town's planning department will prepare a negative declaration. Iris will forward an example to Bonnie to distribute. Timeline: Dennis inquired when we would have the preliminary report. Don anticipates having a draft by the end of September. The dates for the timeline will be adjusted so they begin the first week of October. Don will prepare the preliminary report and the Town will create any additional documents that are needed to prepare it for the final report to Council. Iris will prepare the resolution to present to Council. Iris will send a sample resolution and staff report to Bonnie to distribute. Consultation with Taxing Agencies: Iris will provide Kim a form letter to notify other taxing agencies that we are contemplating a redevelopment plan amendment and soliciting their feedback. Kim already has a mailing list and will begin contacting the agencies after the preliminary report is received. Condemnation Authority: Although the condemnation authority will expire in September or October,the parties agree that at this time they do not want to revisit the issue. It will be delayed until later. , New Redevelopment Projects: There are currently two redevelopment projects pending. The procedure for proceeding with these projects is to submit the Performa documents to Anastasia so that Don and Iris can review them and consult with Kim. The Town would create a term sheet regarding the Redevelopment Agency's participation in the project. The term sheet would need to be reviewed by Don and Iris before any presentation is made'to the Council. Town of Truckee Page 1 Next Steps: • Iris will provide to Bonnie a sample negative declaration, resolution,staff report,final report, and a form letter to send to the taxing agencies. Bonnie will distribute within the Town. • Bonnie will send Don and Iris a copy of the Town's standard professional services agreement as well as their existing contracts for their review. • Jenna and John will prepare a negative declaration. • Don and Iris will prepare a preliminary report for the Town by the end of September. • Bonnie and Dennis will provide professional services agreements for Iris and Don to review to be placed on the September 2, 2010 RDA Agenda. Dennis Crabb Town of Truckee Page 2 • ILLUSTRATIVE TIME SCHEDULE AND PROCEDURAL GUIDE FOR ADOPTION OF AN AMENDMENT TO TRUCKEE REDEVELOPMENT PLAN* (Formatted:Space After: 0 pt Financial Changes With a Negative Declaration) Scheduled Action Date September 2, 1. AGENCY approves Preliminary Report and refers it to each 20-10October 21,2010 affected taxing entity. [H&SC§33344.5] Action or document required: Agency Resolution No. ;Preliminary Report;Transmittal - Letter. September 2, 2. AGENCY staff and consultants commence preparation of an 2010Ongoine Amendment to the Redevelopment Plan("Amendment"),a Negative Declaration(based on an Initial Study)and applicable amendments to the H&SC Section 33352 Report. Action or document required: The Amendment;Negative Declaration;Amendments to Section 33352 Report. September-2 3. AGENCY provides notice of the availability of Negative 2040October 22,2010 Declaration. (Notice may be by mail,posting or publication.) A copy of the notice and negative declaration shall be sent to every"Responsible Agency"and"Trustee Agency,"and any other public agency with jurisdiction by law over resources affected by the Amendment. If any of these agencies are state agencies,a copy must be sent to the State Clearinghouse[CEQA Guidelines§§15072 and 15073],and to all affected taxing entities[H&SC§33333.3]. The Notice must be posted with the County Clerk for 20 days[Public Resources Code§21092.3]. [Notice must state whether any portion of the Project Area is on the hazardous waste lists compiled under Government Code§65962.5 (Public Resources Code§21092.6).] Action or document required: Notice of Preparation. *For the purposes of this illustration,the following assumptions have been made: (1)Agency and Council meet on first and third Thursdays of each month;(2)the Planning Commission holds its regular meetings on the third Wednesday of each month. **All references are to the Health and Safety Code unless otherwise noted. 601392v1 00009/0002 99999 91556\5352915 2 • SeOctober 25, 4. Affected taxing entities receive Preliminary Report. 2010 After 5. AGENCY staff begins consultation with each taxing agency that I September 3October 25, receives taxes from property in the Project Area and prepares a summary 2010 of the consultation. [H&SC§§33328 and 33352] NOTES- , • This must occur prior to publication of the notice of public hearing on adoption of the Amendment to the Redevelopment Plan. The , summary of this consultation must be included as part of the Agency's Section 33352 Report to the City Council. I Octeber 7November 4, 6. AGENCY refers proposed Amendment to Planning Commission. 2010 [H&SC§§33385.5 and 33453] Action or document required: Agency Resolution No. October39November 7. PLANNING COMMISSION reviews proposed Amendment and 17,2010 Negative Declaration and submits report and recommendations concerning Amendment to Agency within 30 days of referral. [H&SC - §33347] Action or document required: Planning Commission Resolution No. . I November-4December 2, 8. AGENCY adopts its Report to the Council on the Amendment, 2010 submits Report,proposed Amendment and Negative Declaration to Council,and requests-holding joint public hearing on Amendment and Negative Declaration. [H&SC§33458] . Action or document required: Agency Resolution No. . I *November IDecember 2, 9. CITY COUNCIL receives documents from Agency and calls joint 2010 public hearing on Amendment and Negative Declaration. [H&SC §33458] Action or document required: Council Resolution No. November 5December 10. AGENCY staff sends to newspaper notice of joint public hearing 16,2010 on Amendment and Negative Declaration. The notice must contain: 2 601392v1 00009/0002 99999 91556\5352915 2 (a) a legal description of the boundaries of the Project Area by reference to the recorded description;and (b) a general statement of the purpose of the Amendment. Newspaper publishes notice once a week for four(4)successive weeks on Novembor 8, 15,22 and 29December 23 and 30,2010 and January 6 and 13,2011. [H&SC§33452] Action or document required: Notice of Joint Public Hearing. December 11. AGENCY staff mails copies of notices of joint public hearing to 20,2010 all property owners within the Project Area by first-class mail. Notice is mailed to last known assessee of each parcel of land at his last known address as shown on the last equalized assessment roll of the county,or to the owner of each parcel of land as shown on the records of the County Recorder 30 days prior to the date the notice is published. [H&SC§33452] Action or document required: Notice;Affidavit of mailing. Neve ,berl5December 12. AGENCY staff mails,certified mail,return receipt requested, 20,2010 copies of the notice of joint public hearing to the governing body of each of the taxing agencies which receives taxes from property in the Project Area. [H&SC§33452] Action or document required: Notice;Affidavit of mailing. No later than 13. AGENCY staff mails,by first class mail,copies of notice of joint November December public hearing to all residents and businesses in the Project Area at least 20,2010 thirty(30)days prior to hearing(if cost is reasonable). [H&SC §33349(c)] Action or document required: Notice. NOTES: • Notice may be addressed to "occupant" December-83 14. AGENCY obtains court reporter for public hearing transcript. 2018January 6,2011 3 601392v1 00009/0002 99999 91556\5352915 2 D83 15. AGENCY staff prepares Procedural Outline and attaches certified 2010January 6,2011 copies of exhibits for the joint public hearing,including Affidavit of Publication,Affidavit of Mailing Notice to Property Owners,Affidavit of Mailing Notice to Taxing Agencies,Affidavit of Mailing Notice to Residents and Businesses(if applicable),Certification of Certain Official Actions,Report of the Agency,Negative Declaration, Amendment,and Written Comments Received. Action or document required: Procedural Outline with exhibits listed above. December-83 16. AGENCY staff reminds all scheduled speakers of hearing and 2A-I0January 6,2011 sends them copies of the Procedural Outline. December 8, 17. AGENCY staff prepares Agenda and form for speakers at hearing. 20-10January 6,2011 Action or document required: Agenda;Speaker Form. Action or document required: Project Area Committee report and recommendations,if any. December-163 18. COUNCIL and AGENCY hold joint public hearing on 20-10January 20,2011 Amendment and Negative Declaration and hear all evidence and testimony for and against adoption of Amendment and approval of Negative Declaration. [NOTE: ALTERNATE DATES ARE GIVEN FOR ACTIONS 20-28;IF WRITTEN OBJECTIONS TO THE PROPOSED AMENDMENT ARE RECEIVED AT OR PRIOR TO THE JOINT PUBLIC HEARING,THE ALTERNATE DATES APPLY.] December, 20,0 20. AGENCY acts on adoption of Amendment and approval of Of Negative Declaration. January 6,2010January 20,2011 • or February 3,2011 (a) AGENCY adopts resolution approving the Negative Declaration. [CEQA Guidelines 15085(g)] Action or document required: Agency Resolution No. . 4 601392v1 00009/0002 99999 9155645352915 2 Deee.,� 6; 21. CITY COUNCIL acts on adoption of Amendment and Negative 2010January 20 Declaration. or January 6February 3, 2011 (a) COUNCIL considers Report of Agency,Negative Declaration, report and recommendations of Planning Commission,report and recommendations of Project Area Committee,if any,and all evidence for and against the proposed Amendment and adopts written findings in response to each written objection of affected taxing entities and property owners. [H&SC§33363] Action or document required: Written Findings;Council Resolution No. . (b) COUNCIL adopts resolution approving the Negative Declaration. Action or document required: Council Resolution No. (c) After consideration of all objections and adoption of written findings in response to the objections,then COUNCIL introduces Ordinance adopting the proposed Amendment for first reading. [H&SC §33364] Action or document required: Ordinance No. January 6February 3, 22. COUNCIL has second reading and adopts Ordinance adopting 2011 Amendment. [H&SC§33365] or January 20February 17, Action or document required: 2011 Ordinance No. Jam-7Febriaru 4, 23. AGENCY Secretary/City Clerk files Notice of Determination re 2011 Negative Declaration with County Clerk and,if necessary,the Office of (No later than January Planning and Research within 5 working days[Public Resources Code 43February 10,2011) §21152;CEQA Guidelines§§15094 and 15096(i)],with payment of or Department of Fish and Game fees required,if any. [Public Resources January 21February 18, Code§21089] 2011 (No later than January Action or document required: February 24,2011) Notice of Determination;payment of fee(if applicable). 5 601392v1 00009/0002 99999 91556\5352915 2 NOTES • Make sure Notice of Determination is filed on behalf of both the Agency(as the lead agency)and the City(as a responsible agency). • Make sure the County Clerk posts this Notice(Public Resources Code§21152), as the 30-day statute of limitations doesn't run unless and until it is posted in the County Clerk's office January 7February 4, 24. CITY CLERK sends Ordinance to newspaper for publication. 2011 or January 21February 18, 2011 Januefy-7February 4, 25. CITY CLERK sends copy of Ordinance adopting Amendment to 2011 the Agency. [H&SC§33372] or January 21February 18, Action or document required: 2011 Letter from Clerk transmitting Ordinance. January 7February 4, 26. CITY CLERK records notice of Amendment with County 2011 Recorder. [H&SC§33456] or January 21February 18, Action or document required: 2011 Letter from Clerk filing documents;Notice. By 27. Ordinance is published. [Government Code§36933] I January 20February 18, 2011 or FebrMarch 4, 2011 I February SMarch 6, 28. Ordinance adopting Amendment becomes effective 30 days after 2011 adoption. or I March 215,2011 6 601392v1 00009/0002 99999 91556\5352915 2 • Bonnie Thompson From: Iris Yang [Iris.Yang@bbklaw.com] Sent: Monday, September 20, 2010 5:49 PM To: 'Don Fraser; Dennis Crabb Cc: Bonnie Thompson; Lynn Sleeper Subject: RE Draft Pre Report Truckee.doc Yes, changes look very good--and we will have the schedule out shortly. I am going to the other end of the world - Paris- next week,and will be back just a couple of days before Dennis. Happy Birthday Dennis!!! Iris P.Yang Best Best&Krieger LLP 400 Capitol Mall,Suite 1650 Sacramento,CA 95814 email: iris.yang@bbklaw.com (Office) 916.551.2826 (Mobile) 916.496.0578 From: Don Fraser [mailto:dfraser@surewest.net] Sent: Monday, September 20, 2010 5:48 PM To: Dennis Crabb Cc: Iris Yang; Bonnie Thompson Subject: Re: Draft Pre Report Truckee.doc I scanned them quickly and they look good, especially the updates on projects. We will get the report finalized and sent out before you return. Have a good trip. Original Message _ _ From: Dennis Crabbau _, - �.�..• : ��;, _� �� n .P_ - To: Don Fraser Cc: Iris Yang; Bonnie Thompson Sent: Monday, September 20, 2010 4:19 PM Subject: FW: Draft Pre Report Truckee.doc Hera are some suggested edits from the RDA coordinator.Any reason they should not be included? I will be back from China on the 14th and will prepare the version to send to the Agency on the 21St along With a staff report. We will also need the schedule from Iris for that agenda, so it would be good to have that by the 14th as well. Dennis From: David Griffith Sent: Monday, September 20, 2010 4:10 PM To: Dennis Crabb Cc: Alex Terrazas Subject: Draft Pre Report Truckee.doc Dennis, 1 • Bonnie Thompson From: Dennis Crabb Sent: Thursday,'September 09, 2010 4:46 PM To: Tony Lashbrook;Alex Terrazas; Kim Szczurek; Jenna Endres; David Griffith; John McLaughlin Cc: Bonnie Thompson Subject: FW:August Billing Attachments: Draft Pre Report Truckee.doc; Tables 1 and 2.pdf Here is the first draft of the preliminary report on the redevelopment plan amendment. It has been reviewed by Iris and her comments incorporated in this version. Please take a look at it and get Bonnie or I any-comments you have. If I have missed anybody on,the distribution forward it to them as well. Once the comments are in and any revisions made Kim can send it out with her letter to the taxing agencies and Jenna can prepare the negative declaration. Iris-should have the revised schedule out next week for everyone to review and set meeting dates for the Planning Commission, Council, and Agency. Dennis From: Don Fraser [mailto:dfraser@surewest.net] Sent: Thursday, September 09, 2010 4:07 PM To: Dennis Crabb Subject: Re: August Billing Dennis Yes, I signed the contract yesterday and we sent it back. In terms of the draft report, I received Iris comments yesterday and we have incorporated those into the draft. So here it is. The tables can be put into one overall pdf after I receive your comments. Will you circulate the draft to staff? Don Original Message From: Dennis`Crabb'`` '> To: Don Fraser Sent: Thursday, September 09, 2010 12:47 PM Subject: RE: August Billing Hi Don I assume the new signed agreement has been sent to Bonnie. If not, let's get it in so the invoice can be processed. I believe Iris is looking at the draft preliminary report now. Is next week a reasonable assumption for when it might hit here? Dennis From: Don Fraser [mailto:dfraser@surewest.net] Sent: Wednesday, September 08, 2010 1:39 PM To: Dennis Crabb Subject: August Billing Attached is our invoice for August, 2010. 1 • FA FRASER & ASSOCIATES Redevelopment and Financial Consulting 225 Holmfirth Court Phone: (916) 791-8958 Roseville CA 95661 FAX: (916) 791-9234 Preliminary Report Proposed Amendment to Redevelopment Plan Truckee Redevelopment Project Area Prepared for: Truckee Redevelopment Agency September 2010 , FA FRASER & ASSOCIATES INTRODUCTION • This Preliminary Report deals with the proposed first amendment (Amendment) to the Redevelopment Plan for the Truckee Redevelopment Project (Project Area or Project). The Report has been prepared for the Truckee Redevelopment Agency pursuant to Section 33344.5 and other applicable provisions in Chapter 4 of Part 1 of the California Community Redevelopment Law (CRL), Health and Safety Code Sections 33000 et seq. Project Area History The Project Area was adopted on October 15, 1998 by the Town of Truckee City Council by Ordinance No. 98-06. There have been no amendments to the Redevelopment Plan. The Project Area includes approximately 1,000 acres of land, including the downtown area, pockets of residential uses, and other commercial and mixed use development. A map of the Project Area is shown on the following page. Some of the major uses are described below: • The Union Pacific Railroad properties to the east of the downtown area including the balloon track area. This area was the former site of a lumber mill and storage area for lumber products as well as a storage area for railroad equipment. This site is essentially vacant now with some storage of materials at the site. • The older residential properties in the center of the Town north of Donner Pass Road. This includes all of the properties starting from the extension of Jibboom Street and Church Street on the east to the intersection of High Street and the Interstate 80 underpass on the west. • The residential and industrial properties on East and West River Street north of the Truckee River and the properties on South River Street and East South River Street. • The residential area adjacent to the Hilltop ski area, specifically the properties near Palisades Drive and Hill Top Lodge. • • The commercial properties in the center of the Town on Donner Pass Road from Trout Creek Road on the east to the intersection of Donner Pass Road and the Interstate 80 underpass on the west. • The commercial and mixed use areas fronting Donner Pass Road from the Interstate 80 intersection on the west to Cold Stream Road on the east. At the time of adoption of the Project Area, a number of conditions of blight were found in the Project Area. These included: dilapidation and deterioration; inadequate parcel size; lack of parking; incompatible uses; substandard lots; high business vacancies; and inadequate public improvements. As a means to address these problems, the Project Area was formed. Truckee Redevelopment Project Page 1 Preliminary Report FA FRASER & ASSOCIATES 14F�"' i-' '.11, �':.`: '�."�+?+;''�,: `Y`:^ck`y,F�ii.'.,-,-;/:`,,,-..›,:�-:.s>'».�`-}.; "«�,�'` =";1 I „---14 ...._,--,-Le,� r -� ` '-''`e:,+` `-'re'i • E - ' . ._A-4_,-, i ic-zi „,,,,,,„,-,,:,/,...,-` o ,., p.w, ~.i#F'';7 }"z'^•,i "vxi-„, 1.„_, „_- .:fN E 1,,..„.„,.......,_ •- h , ' *'�`,� ,�; ,,, -.`moi„•-'c:” t',.,, ,r",;.".�" '” _, t ' ".�- .a+� M `, .,. i' . ;.� „::,-s t r,?'j,'t,1:,,, ; I :.I '—..., i ,, y Y ' . 0a ii Truckee Redevelopment Project AreaV' i ,v;,...:4,72,...----.---.;::, w.3"r-..'y. .....!; -y! tf: f.»., '}Ny ” . '. ��,1 i k'(—` S j. a dEM - /",",. '---' s'i t" , .£'S-'€.. {. `� 1 r-,^', -- -- ,2-.'-:"Ji."4 t f yy��yy ;:1\`--_-_,.... _ Tlv"-�§.. }�„r Ry. %z. i--.----Ni--h:--A . YX .. ',t`"sii'^rs„-.=. f {Zy11 st I -rf..'',✓ ! +._,„, 'iiC` rr'”, .' .'`.r"y, - ft. �'``�s'`-- t• (rS 3 . ��`r `fit ,.r XrC jg'q(1� �C�3• .lz`t��,.c%>,,i. i.c* +~i"r'i,�" r �'� `re "{tit '�. rt ;,4. "�y�'��: w..� („;.,;.--,,,..,-,-..."----if„,, s ;,,,.,s�..�:t;"=,',R 3 -1 t'''rays r )' ;£y ,p 4 " �,', �r 'kw�`G I :{^'' t S :',"�• `Y''�'Y�.� g,,. �* 1 ;1..;‘,.4'''' .21.,4..14.t.,..„Y .�%I' „,,, "Ti I�„ "ask;rr;.a, .:.Y+ =, _' ,( ,5 4` �%j -,.J-•1„! w _ �'_ _...-i�: y� .^s.;' . n7; r'.. t4;,]:7-LLV x ' ' "�.1 112 s.-.F;-1.-,r" , 1 1 ^ �” f ;1 3K„-_ -, �L.M..r%F1...1i." a ,&,;,,,,-N--,-,,,-. 1`- •� ��. r 1 „,--,?z--4.-,,,,,--` a„,„ur '” '�, �,3p ;..E i S .,�"t;r, :4,^7 7 i'i-,Ye'� ,s,;..r.,'1, ',' ..£ I1 i ,.�.¢°.°,,_ _Mir. ('`.) ,,%''7.'(=Ls 1-.%,---1' `rd's ft!(1'm='v,t,, ,r`$ ; -i , _ :_,.-., rL ._,*0-,..9a,= „rw,; ,=, ,<��" °»•,' ,' .<-( :` –r»N.,'!1w.1.i f 1'�' ' i j i - BetT r. » .,.,--�* fq4 V: II- LJ 1 'i j .,.is„..-w AC,Y tom, ,° -:(2.-,,,,2= , `: _ - Drive• --.• q , _, N > '-. tPer,,, ens • � o" I 1 a ' , M{ll Site , t ., _.i ^'i- rr X'� j uM s'Z.,�5'.}g- .re., Of' S ' 3' _.- ( t"a TIw "r~-»:; 'Gateway 1 I_ -a =,` -,,..."4" :';f.. .. . .'; _ �;"' .,...3.i b" rw., �/- , r ../-,-,..7,..;,',',,,,t 4r 7-5.... : ` S.Shopping' —'- .` „,� `S '*- i.. .,w L. { 1`�« . ? f - t "c .,,a:_i?'Center' --"t_ ;11?',4%,,r-" ',;, ', cam `,- *- __ ...__( ,i -2.` .m. '-_,11 --'13 m .M im S3 _ a IDonner;,Pass Road0- $ :.,;,: ..,.----r--.2.,,-,-,...-----)2.2:7-1:1' _ 1. r, ;.irai i,,m,t«._.-,E'(_,.,.:, „, „vi.,_,,,,,,, 71,.; ... " �'„C'< `,p,,i",� �€ `,' .e;,,<, .� . ,s h`Rf'„d :.. - i. _,', £-Y<"`'.;,;.`;,;,,''1'f^I`1 .(ii ii c ir}I4;7:14--.------'"--,,,,,,,3,_,--- '` - _ �,"I" it , E:aI�t:./IIII;.a -''' ."`7»' f; - - -, - fi "11;r',y�.=,};,',-'y. ",` �'` °'�' =�� a�=,�� - »� ,.','�w-•4, ; �', + t i: ` �� _ - ; �..,-:e_-__��,`-,-� • - `-,�'�4` "�,.; _ ''''''''''Ii.s,;.,,Y.��„�,w-"`.n.7'r �,,rt � ' c" " _,1 Tnickee Schools¢„ `. ,,',11,7',-,,f, `' .- , :as ,ef _4�" -- Hillto => ' -, ., '"c-':-$4.-'-,-1-4 ,,,:, - iiy' `».', „, ='--v'_" "'AV..' "-. ... ,;: .-',�.: " ..:� ,'.,-.%"�- .^„-' `\-1,,--,:,- Y'. ` A '-„,;,`,r,,,,,,,„,„'? ,.«-,, ;— ,4 ,...,$- it -...v,,,,,,-,,,,„,,,,,,,,,,—„,-----------,–,2;.: A'. Tt,t„.;7L�,t iU,,, .„,--4,-. °.t- .r. »a' _gyp I.ffi. ” , ....--4 ¢.. - ti'. - 141.i:' -9 Ad, -- ri' - –�, 1i ", �s'° 't-',... ,� ri., '�q�yam w - --f-------4,--c---�, 4.3'',„A„r - - =. ,',1,._4,1,:44,:%'°4-J-441, '4 ` �ce�'� s, „je`""--•= ,4 jy�°c i":�7+'f+* '.. -°,,,a ery.';,,`,'a Creek - ,.•-•,r-5`•s rr `7- '- , _, .} < l ".' '_,–;:– _' ::��.s '� .:e/d ”:'.,. 't f.•,""""".a= 's= s'- i' -r",I C i-,}14,-`Y ..\.',."1'3-="`t, -'-. IL p"-_,:,44 :` 'XPG1 -;:,- V'. pr/Le __ , : ?; i i is ". ,i i.%'^"tee',' ,€_, =: >; ,,,.::.9`.' l..•.. „, ` �^ - ..„ ;,' 3 ,`'"t-cr.-,,,,� -, i=,_-_1_,I,,,Et'.,',,_ >, �" ."" %sem w ' D , ;;y.,4'''' ',,,-- ;r`, 1 i<'_53.t...t'= " t , "'-1'y ; 7 .-cL''Y':`r-,.t} _ i - --� - ;ti 3; ';s .'C .T.- ,``r.. ,--=',..."--/-�:.,,,.t. . :„ r rrF" 9",=�, .._.._-1__1 `-` cf'--1 i' ,'a f"Ta:.{::.' X, i, - ,` I10 zii L , " _ ,"" rx - - fir:�u�ruI E.. . .P , ,.=,, . _ ,, Ji }'T�f��l �r I I Legend 1 =fE.,.[...,,...„..........k....[...,.,„„„,s,� LII 1 I J.� RedevelopnnentArea 6 7- 1� rl� �j %' t - .� r 'Frif < t I ,1 Mile li ...._— I ,1 - 1 0 0.25 0.5 1 n 3 ' Br lustb P.Anderson 21=006 CAGSDAWWAPSLT,utlseReievebpmeernxO gWdc Qbp enlmrd -{ 1 I Truckee Redevelopment Project Page 2 Preliminary Report _ FA FRASER & ASSOCIATES Purpose of Amendment The sole purpose for the proposed amendment is to establish a maximum dollar , limit on the principal amount of bonds that can be outstanding at one time. The reason for the proposed amendment is further described in Part I of this Report. Purpose of Preliminary Report In accordance with CRL Section 33344.5, the Agency is required to prepare and distribute a Preliminary Report to the governmental agencies that levy ad valorem property taxes in the Project Area. The requirements for a Preliminary Report for a new redevelopment project are: a) The reasons for the selection of the proposed Project Area. b) A description of the proposed Project Area, which is sufficiently detailed for a determination as to whether the proposed Project Area is predominantly urbanized. c) A description of the existing physical and economic conditions in the proposed Project Area. d) A description of the specific project or projects then proposed by the Agency. e) A preliminary assessment of the proposed method of financing the redevelopment of the Project Area, including an assessment of the economic feasibility of the project and the reasons for including the provision for the division of taxes pursuant to CRL Section 33670 in the Redevelopment Plan for the Project Area. f) A description of how the project or projects to be pursued by the Agency in the proposed Project Area will improve or alleviate the conditions • described above. CRL Section 33457.1 provides that"To the extent warranted by a proposed amendment to a redevelopment plan... the reports and information required by Section 33352 shall be prepared and made available." Since a Preliminary Report is an early version of the Section 33352 report, the same requirement would apply., Because of the narrow scope of the Amendment, some of the analysis required,to be in a Preliminary Report for a new project area have not been included in this Report. For example, the Project Area was found to be urbanized at the time of adoption, and the Amendment does not make any changes to the Redevelopment Plan that would call this finding into question. The reasons for including tax increment were documented at the time of adoption and have not changed, so this is not addressed. The focus of this Preliminary Report is to show how the Agency has established the proposed bond limit and how this limit will affect the existing conditions, projects and programs, and economic feasibility of the Project Area. Truckee Redevelopment Project Page 3 Preliminary Report FA FRASER & ASSOCIATES PART I — REASONS FOR AMENDING THE REDEVELOPMENT PLAN 'As stated in the introduction to this Report, the sole purpose for amending the Redevelopment Plan is to establish a maximum dollar limit on the principal amount of bonds that can be outstanding at one time. The Redevelopment Plan • currently authorizes the Agency to issue bonds, but places no limit on the principal amount of bonded indebtedness to be repaid with tax increment that can be outstanding at one time. Section 33334.1 of the CRL requires that a Redevelopment Plan include such a limitation. The Redevelopment Plan was inadvertently adopted without such a limit, and so the Agency is proposing to add a bond limit of$75 million to the Plan. Truckee Redevelopment Project Page 4 Preliminary Report FA FRASER & ASSOCIATES PART II- EFFECT OF AMENDMENT ON PHYSICAL AND ECONOMIC . CONDITIONS EXISITING IN THE PROJECT AREA Blighting Conditions at the Time of Project Adoption When the Redevelopment Plan was adopted in 1998, the Project Area was found to be conclusively blighted as defined by Health and Safety Code Sections 33031 and 33032. According to the Report to the City Council prepared in 1998 as part of the process for adopting the Plan, numerous conditions of physical and economic blighting conditions were found to exist in the Project Area. The extent of these blighting conditions represented a physical and economic burden on the City which could not be reversed or alleviated by the City and/or the private sector acting alone or in concert. Except for the projects which the Agency has completed to date (that are described in the following section), the blighting conditions found in 1998 continue to exist. These conditions are briefly summarized below and are based on the Report to City Council prepared by the Agency at the time the Project Area was adopted. Physical Conditions of Blight Buildings that are Unsafe or Unhealthy in which to Live and Work: These conditions can be caused by serious building code violations, dilapidation and deterioration, defective design or physical construction, or faulty or inadequate utilities. The field survey conducted at the time of adoption showed that numerous buildings did not meet building code requirements. In addition, dilapidation and deterioration were apparent in buildings interspersed in the Project Area with the "blighting" effect extending to properties throughout the Project Area. The results of the field survey demonstrated that buildings in the Project Area required some degree of maintenance or improvement. This was especially the case with both commercial and residential structures in the Downtown area and the properties adjacent to the Truckee River along East River Street, West River Street and along Donner Pass Road, where numerous buildings were considered in need of substantial rehabilitation or repair. These conditions also were found in the Hilltop area. Generally, blighting conditions included the following: • Broken and boarded windows Truckee Redevelopment Project Page 5 Preliminary Report FA FRASER & ASSOCIATES • Unreinforced masonry walls • Brdken concrete driveways or deteriorated gravel driveways • Broken or cracked sidewalks • Absence of surface drainage facilities • Rotting or sagging roofs • Additions or garage conversions not meeting building code requirements • Junk or abandoned vehicles stored on property • Buildings appearing to be abandoned • Buildings and fences needing repainting • Large vacant areas previously in industrial use • General blighting adjacent to the railroad right-of-way Factors which Hinder Economic Viability: This condition can, be caused by' substandard design, inadequate size given present standards and market conditions, lack of parking, or similar factors. In the commercially zoned area facing Donner Pass Road, most parcels were found to be either too narrow or too shallow to meet current market requirements for new development. Some of the parcels were as small as 6,500 square feet with frontage of approximately 50 feet. These same conditions existed along Jibboom Street in the Downtown Area. While many of the buildings are historically significant and are being protected, other buildings are not and can be improved with redevelopment assistance. This condition severely hindered or eliminated the ability of the properties to meet current lender requirements for new commercial development. The insufficiency of parking was observable in the shallow depth, which does not allow parking on site. Particularly along Donner Pass Road, the shallow setback and limited lot depth created significant parking deficiencies. There was also an inadequate pedestrian circulation system in the commercial portions of the Project Area, which further hindered business activity. Incompatible Uses: This condition involves adjacent or nearby uses that are incompatible with each other and prevent the economic development of those parcels or other portions of the area. While Town policy encourages mixed land use patterns, specific incompatible uses were noted in the Project Area. Existing site design patterns did not accommodate the mix of uses. These uses included commercial uses in residential areas, single family homes in commercial areas, and storage of vehicles and equipment in residential areas. Scattered throughout the Project Area were inadequate storage facilities for heavy construction equipment, trucks and other construction equipment. Truckee Redevelopment Project Page 6 Preliminary Report • FA FRASER &ASSOCIATES Lots of Irregular Shape and Inadequate Size: This condition reflects the existence of subdivided lots of irregular form and shape and inadequate size for proper usefulness and development that are in multiple ownership. Parcels of irregular shape and inadequate size existed throughout the Project Area at the time of adoption. There were 382 parcels totaling 159 acres that were irregular in shape and in multiple ownership. These irregular parcels existed in the area north of PC-1 along Deerfield Drive, on the north side of Donner Pass Road adjacent to Northwoods Boulevard, west of the Gateway Shopping Center, the Downtown Area, the properties along East River Street and West River Street, and in the Millsite Area. Economic Conditions of Blight: The primary indicators of economic blight included depreciated or stagnant property values, impaired investments, abnormally high business vacancies, abnormally low lease rates, high turnover rates, and abandoned buildings or excessive vacant lots within an area developed for urban use. In addition, the level of private redevelopment activity in the Project Area had slowed as the number of viable opportunities available to . private developers was further limited. This was largely attributable to the problems associated with the assembly of sites that are economically efficient based on current market standards. Principal impediments to site assemblage included multiple ownerships of numerous irregular parcels. Redevelopment Activities from Project Adoption to Present Up until the past few years, the tax increment revenues of the Project Area were limited and placed a financial constraint on the Agency's ability to implement its program of redevelopment. Due to this, there has only been limited project activities. The projects completed included: • Railyard Mill Site Master Plan: The Agency has managed the sale of the mill site to a private developer, and the Agency has participated in the preparation of a master planning effort. • Nevada County West River Street Former Corporation Yard Cleanup: The Agency acquired the site from Nevada County in May 2004. The Agency intends to facilitate the site's redevelopment through environmental clean up and business attraction. (Note to staff:Please Add to the above list) In 2009, the Agency sold its first bond issue in the amount of$12.7million. The proceeds of the bond issue will be used to fund a number of projects and improvements, as described in the next section of this report. Truckee Redevelopment Project Page 7 Preliminary Report FA FRASER & ASSOCIATES Remaining Blight Conditions and Effect of the Amendment on Such Conditions With the exception of the projects mentioned above, the blighting conditions found in 1998 continue to persist. Such conditions are so prevalent and substantial that they continue to constitute a serious physical and economic burden on the community. The Amendment to the Redevelopment Plan would have no impact on the Agency's ability to alleviate blighting conditions in the Project Area. It will simply bring the Redevelopment Plan into conformance with the requirements of state law. The bond limit has been established to take into account potential future growth in tax increment revenues and the potential to issue new bonds, and should not impede the Agency's ability to implement the Redevelopment Plan. Truckee Redevelopment Project Page 8 Preliminary Report FA FRASER & ASSOCIATES PART III — EFFECT OF AMENDMENT ON PROJECT AREA PROGRAMS The Agency recently completed its Five Year Implementation Plan for the period through 2013-14. It provides the most recent statement of the projects and programs the Agency intends to undertake. Those projects and programs are described briefly below. Summary of Agency Projects and Programs Economic Development Program The purpose of this program is to foster and implement projects and programs that will enhance the local economy. Activities may include: job creation and retention efforts; marketing, promotion and implementation of projects, events, or activities; enforcing or modifying zoning and land use policies; designing and constructing public improvement projects; establishing loan and grant programs; and developing and implementing other strategies to advance economic development efforts through both the public and private sectors. Examples of the types of activities the Agency may undertake under this program include: implementation/expansion of general economic development program activities; local economic development assessments/analyses; property acquisition or improvements to enhance the public right-of-way or to expand public parking opportunities; property acquisition or assembly for development purposes in accordance with the Redevelopment Plan; site planning and pre- development activities for development purposes; public signage and street furniture improvements; loan and/or grant programs targeting downtown historic building preservation, streetscape improvement, housing and possibly building facade improvements; and general pedestrian and vehicular public infrastructure improvements related to economic development activities. The historic downtown area is a high priority for activities, but some activities may also occur in other parts of the Project Area. Potential redevelopment opportunities under this program may include, but are not limited to: the Railyard Master Plan area, the Hilltop Master Plan area, the Agency-owned West River Site, the Hotel Avery site, and other developable areas or infill sites within the • Project Area. Public Improvement and Infrastructure Program The purpose of this program is to provide those public improvement and infrastructure projects and activities necessary to provide safe pedestrian and vehicular access/circulation, adequate utilities, open space, and park and recreational facilities, and adequate parking. Agency activities under this program may include: streetscape improvements (sidewalks, landscaping, lighting, parking, utility undergrounding and drainage improvements), Truckee Redevelopment Project Page 9 Preliminary Report FA FRASER & ASSOCIATES new/renovated park and recreation facilities, or hazardous waste remediation activities. Specific projects may include, but are not limited to: • Streetscape improvements in the downtown area. • Truckee River and Trout Creek restoration projects; • Trout Creek Pocket Park improvements; • general historic downtown and other commercial area streetscape improvements; • hazardous waste remediation and monitoring at various,sites; • pre-development/development activities at the Agency-owned West River Site (former Nevada County corporation yard property). Site Acquisition and Assembly Program The purpose of this program is to acquire land, sites or other property rights such as leases or easements, for redevelopment purposes in order to reduce blight and encourage Project Area revitalization. Potential project sites under this program may include, but are not limited to: various infill sites located throughout the Project Area; and several Union Pacific Railroad right-of-way property sites in the historic downtown area, including the Truckee Diner parking lot site and other parking lot areas for the purpose of providing adequate public parking opportunities for economic development purposes. . Housing Program The purpose of this program is to assist in providing decent, safe and sanitary housing within the Project Area and, in particular,,to assist in increasing, improving and preserving affordable housing for low and moderate income , persons throughout the community. This program may include the provision of incentives to property owners, developers or investors to develop new low and moderate income housing within the community and, if needed, to provide incentives to property owners of existing housing to participate in this program by agreeing to restrict their rents to an "affordable rent," as well as to improve and preserve existing affordable housing. Examples of the types of activities the Agency may undertake under this program include: acquisition of property to assemble adequate-sized parcels for development in accordance with the Redevelopment Plan; site clearance and preparation costs; the provision of certain public improvements; the provision of grants, loans or subsidies as may be required and as permitted under the CRL; the purchase of affordability covenants to restrict the price or rental of dwelling units; and the purchase of existing housing for conversion to affordable rental or sale units. In addition, this program specifically includes the Agency's newly developed First-Time Homebuyer Down Payment Assistance Program and participation in the Town's Inclusionary Housing Ordinance, which mandates affordable housing for certain Truckee Redevelopment Project Page 10 Preliminary Report FA FRASER & ASSOCIATES residential project types, and the Town's Workforce Housing Ordinance, which mandates affordable housing for certain commercial project types. Impact of Amendment on Projects and Programs Adoption of the proposed Amendment will not affect the ability of the Agency to continue to implement its redevelopment efforts. As stated previously, the bond limit has been set at a level to insure that the Agency can take advantage of the- future growth of tax increment revenues. • Truckee Redevelopment Project Page 11 Preliminary Report 1 . . FA FRASER & ASSOCIATES PART IV-- EFFECT OF AMENDMENT ON METHOD OF FINANCING AND CONTINUED FEASIBILITY OF PROJECT This section of the Report deals with the impact of the proposed Amendment on the method of financing the Project Area. Two major areas are analyzed: the methodology used to establish the maximum principal amount of bonds that can be outstanding at one time; and the impact of the Amendment on economic feasibility. Tax Increment Revenues, Bonds and Limitations Table 1 provides an estimate of the tax increment revenues that could be generated for the Project Area between now and 2020-21. The tax increment revenue projections are based on the following assumptions: • The Proposition 13 allowable inflationary adjustment of up to 2 percent annually; • An additional 2 percent adjustment to taxable values to reflect changes of ownership; and • New development activity shown below that is assumed to occur based on Agency activities, as contained in the Downtown Specific Plan: Square Footage Units Single Family Residential 148 Multi Family Residential 516 Commercial 206,000 Office 44,000 Lodging 552 Table 1 shows that total tax increment could equal $9.3 million in 2020-21. After reductions for property tax administrative fees, the housing set-aside, and mandatory tax sharing payments, net tax increment is estimated at$4.0 million. Housing set-aside funds are estimated at $1.9 million. The projected net tax increment and housing tax increment in 2020-21 have been used to set the limit on the principal amount of bonds that can be outstanding at one time. The current Agency time limit on the incurring of new debt is October 15, 2018 (2018-19 fiscal year). We have assumed that the Agency would issue a final bond issue during that fiscal year. We have further assumed that the Agency would issue bonds that would include an escrow component"that would be sized in accordance with the amount of net tax Truckee Redevelopment Project ,Page 12 Preliminary Report FA FRASER & ASSOCIATES • increment and housing set-aside revenues in 2020-21. Under an escrow structure, a portion of the bonds are held in a fund and cannot be released until tax increment has grown sufficiently to provide coverage. Table 2 shows our calculation of the bond limit. Using an assumption of a 5.5 percent interest rate and a 30 year term, we have estimated that the Agency could issue $40 million of tax increment bonds and $22 million of housing bonds. When combined with the currently outstanding bonds from 2010 of$12.7 million, the total bond amount, when rounded, would total $75 million. This is the principal amount of bonds that can be outstanding that will be included in the Redevelopment Plan. Impact of Amendment on Economic Feasibility The Amendment will have no impact on the economic feasibility of the Project Area. The bond limit has been set in a manner to take into account future growth in the Project Area. The bond limit should therefore have no impact on the ability of the Agency to finance projects and programs in the Project Area and continue to eliminate blight. Truckee Redevelopment Project Page 13 Preliminary Report s Table 1 Truckee Redevelopment Agency Truckee Project Area TAX INCREMENT PROJECTION (000's Omitted) (4) (5) Net (1) (2) (3) Value Total Property (6) (7) Sub.Tax Sharing(8) Tax Fiscal Real New Other Total Over Base Of Tax Tax Admin. Housing Senior Tax To To Increment Year Property Development Property Value 110,918 Increment Fees Set-Aside Tax Shanng Revenues City Others Revenue 2010 - 2011 $287,434 N/A $32,416 $319,850 $208,933 $2,089 $43 $418 $43 $1,585 $57 $361 $1,167 2011 - 2012 290,309 0 32,416 322,725 211,807 2,118 44 424 44 1,606 58 371 1,178 2012 - 2013 296,115 0 32,416 328,531 217,613 2,176 45 435 45 1,651 59 391 1,201 2013 - 2014 307,959 59,039 32,416 399,415 288,497 2,885 60 577 59 2,189 78 632 1,478 2014 - 2015 381,678 60,810 32,416 474,905 363,987 3,640 76 728 74 2,762 99 889 _ 1,774 2015 - 2016 460,188 62,635 32,416 555,239 444,321 4,443 92 889 90 3,372 121 1,163 2,088 • 2016 - 2017 543,736 64,514 32,416 640,665 529,747 5,297 110 1,059 107 4,021 144 1,454 2,422 2017 - 2018 632,579 66,449 32,416 731,444 620,526 6,205 129 1,241 125 4,710 169 1,764 2,777 2018 - 2019 726,989 68,442 32,416 827,648 716,930 7,169 149 1,434 144 5,442 195 2,092 3,155 2019 - 2020 827,249 70,496 32,416 930,161 819,243 8,192 170 1,638 165 6,219 223 2,441 3,555 2020 - 2021 933,655 72,611 32,416 1,038,681 927,764 9,278 193 1,856 186 ` 7,043 252 2,811 3,980 Footnotes (1) Prior Year Real Property increased by 2 percent in 2011-12;and then by 4%per year. (2) New Development based on Specific Plan buildout figures. (3) Includes the value of secured and unsecured personal property,and state-assessed railroad and non-unitary property. (4) Based on the application of the 1 percent tax rate to incremental value. (5) Estimated based on 2.08 percent of tax increment. (6) Calculated at 20 percent of tax increment (7) Payments per the provisions of CRL Section 33676. (8) Payments per the provisions of CRL Section 33607.5 • Fraser Associates Truckee Tiproj 11 for Plan Amd tiproj(2) 8/31/2010 Table 2 Truckee Redevelopment Agency Truckee Project Area Bonded Debt Limit (000's Omitted) Tax Revenues(1) 7,043 Less: Subordinate Obligations 3,063 Net Tax Revenues 3,980 Less: Current MADS 1,217 Tax Revenues for Parity 2,763 Assumptions: Interest Rate 5.5% Term 30 Gross Bond Proceeds 40,000 Housing Revenue(1) 1,856 Less Coverage 1.25 371 Net Tax Revenues 1,484 Less: Current MADS 0 Tax Revenues for Parity 1,484 Assumptions: Interest Rate 5.5% Term 30 Gross Bond Proceeds 22,000 Total Gross Bond Procees 62,000 Plus: 2010 Bonds 12,740 Total Bond Limit(Rounded) 75,000 • (1) Based on Tax Revenues in 2020-21, assuming Agency sells bonds in 2018-19 that include an escrow feature. Fraser Associate s 8/31/2010 cashl Page 2 Truckee Tiproj 11 for Plan Amd Bonnie Thompson From: Iris Yang [iyang@mhalaw.com] Sent: Thursday,August 26, 2010 3:13 PM To: Dennis Crabb; Fraser, Donald J. (dfraser@surewest.net); Bonnie Thompson Cc: Lynn Sleeper Subject: Letter to taxing agencies Attachments: DMDOCSI-#1358207-v1-LT Taxing_Agencies_Preliminary_Report.DOC All: Enclosed please find a draft letter to send to taxing agencies transmitting the preliminary report and requesting their feedback. We'll be sending you the revised time schedule next week--we'11 be moving our offices and settling in at Best Best&Krieger--our first official day is Wednesday Sept. 1 --wish us luck! The new email address is iris.yang@bbklaw.com Official announcements will be forthcoming. Iris Iris P. yang, Esq. McDonough Holland&Allen PC 500 Capitol Mall,18th Floor Sacramento,CA 95814 Tel• 916 444-3900 Fax:916 444-3826 Mobile. 916 496-0578 ivangna mhalaw.com Confidentiality Notice: This communication and any accompanying document(s)are confidential and pnvileged. They are intended for the sole use of the addressee. If you receive this transmission in error,you are advised that any disclosure,copying,distribution,or the taking of any action in reliance upon the communication is strictly prohibited. Moreover,any such inadvertent disclosure shall not compromise or waive the attorney-client privilege as to this communication. If you have received this communication m error, please contact our IT Department by email at helpdesk@mhalaw.com or by telephone at(916)444-3900 Thank you. 1 • [FORM OF LETTER TRANSMITTING PRELIMINARY REPORT TO AFFECTED TAXING ENTITIES] [Date] Ladies and Gentlemen: The Town of Truckee Redevelopment Agency (the "Agency") is in the process of preparing an amendment ("Proposed Amendment") to the Redevelopment Plan for the Town of Truckee Redevelopment Project Area to establish a limit on the amount of bonded indebtedness which the Agency can have outstanding at any one time, to be adopted pursuant to the provisions of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.). Pursuant to the provisions of Section 33344.5 of the California Community Redevelopment Law, the Agency has prepared and approved a Preliminary Report on the Proposed Amendment. A copy of the approved Preliminary Report is enclosed. After you have had a chance to the review the enclosed Preliminary Report, please contact at with any questions or comments you may have. Transmitted by order of the Town of Truckee Redevelopment Agency. Dated: , 2010. Executive Director 1358207v1 80167/0002 0 L‘b ceAj C;1<,, 0 ILI it:4 1,: MEETING NOTES—Redevelopment Plan Amendment '� Conference Call ab :_ y',j �a° August 12,2010, 10:00-10:31 a.m. `t•�ad z", G�-- wor?°_AA; t. Town Hall-Administrative Center 10183 Truckee Airport Road,Truckee, CA Attending: Town of Truckee: Dennis Crabb, Alex Terrazas, Kim Szczurek, John McLaughlin, Jenna Endres, David Griffith, and Bonnie Thompson McDonough Holland &Allen PC: Iris Yang Fraser&Associates: Don Fraser Discussion: Negative Declaration: The Town's planning departmentwill prepare a negative declaration. Ids will forward an example to Bonnie to distribute. Timeline: Dennis inquired when we would have the preliminary report. Don anticipates having a draft by the end of September. The dates for the timeline will be adjusted so they begin the first week of October. Don will prepare the preliminary report and the Town will create any additional documents that are needed to prepare it for the final report to Council. Iris will prepare the resolution to present to Council. Iris will send a sample resolution and staff report to Bonnie to distribute. Consultation with Taxing Agencies; Iris will provide Kim a form letter to notify other taxing agencies that we are contemplating a redevelopment plan amendment and soliciting their feedback. Kim already has a mailing list and will begin contacting the agencies after the preliminary report is received. Condemnation Authority: Although the condemnation authority will expire in September or October,the parties agree that at this time they do not want to revisit the issue. It will be delayed until later. New Redevelopment Projects: There are currently two redevelopment projects pending. The procedure for proceeding with these projects is to submit the Performa documents to Anastasia so that Don and Iris can review them and consult with Kim. The Town would create a term sheet regarding the Redevelopment Agency's participation in the project. The term sheet would need to be reviewed by Don and Iris before any presentation is made to the Council. Town of Truckee Page 1 Next Steps: • Iris will provide to Bonnie a sample negative declaration, resolution, staff report, a sample final report,and a form letter to send to the taxing agencies. Bonnie will distribute within the Town. • Bonnie will send Don and Iris a copy of the Town's standard professional services agreement as well as their existing contracts for their review. • Jenna and John will prepare a negative declaration. • Don and Iris will prepare a preliminary report for the Town by the end of September. ‘1• .3v ww.e. /1.v k,o D-. 91eA4-9--e-> Dennis Crabb • Town of Truckee Page 2 Bonnie Thompson From: Bonnie Thompson Sent: Thursday, August 19, 2010 10:19 AM To: Tony Lashbrook;Alex Terrazas Cc: Dennis Crabb Subject: Contracts for RDA Plan Amendment Attachments: Fraser&Associates - RDA Professional Consultant Agreement.doc; Best Best& Krieger- RDA Professional Consultant Agreement.doc Dear Tony and Alex, Attached are the contracts that Dennis has drafted for Don Fraser, of Fraser and Associates,and Iris Yang, now of Best Best& Krieger,for their help with the RDA Plan Amendment. Please review and comment. Thank you, Bonnie Thompson . Administrative Secretary Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 (530) 582-2464 bthompson(atownoftruckee.com 1 TOWN OF e.aTc � . ,. p °troy- r,��A "teas ✓"i g.carPa Date: August 24, 2010 To: Iris Yang, Best Best & Krieger Don Fraser, Fraser&Associates Cc: Tony Lashbrook, Kim Szczurek, and Alex Terrazas From: Dennis Crabb Subject: Services Agreements Update Please find attached draft professional services agreements and first task orders. They are scheduled for the September 2, 2010 redevelopment meeting; therefore, your prompt attention to them is requested, particularly to the tasks. If there are any questions, please let me know. Also enclosed is the draft staff report for any comments you might have. , e DRAFT 8-16-10 TOWN OF TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on September 2, 2010 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter "RDA") and Fraser & Associates (hereinafter"CONSULTANT"). RECITALS WHEREAS,the principal member of CONSULTANT is Donald Fraser and is experienced in providing fiscal consulting services; and WHEREAS, RDA desires to engage CONSULTANT to render fiscal consulting services as set forth herein for the purpose of performing such fiscal consulting services (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SCOPE OF SERVICES; TERM 1.1 General Scope of Services. CONSULTANT shall, upon request from RDA, provide consulting services on various issues involving the analysis of tax increment revenues to be generated in the RDA Project Area, the financial analysis of projects seeking RDA assistance, preparation of redevelopment plan documents, and other related services (hereinafter "Services"). The specific services to be provided shall be authorized by the Executive Director on task orders,with a not to exceed figure for each task. 1.2 Term. The term of this Agreement shall be from September 2,2010 until September 30,2012 or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF CONSULTANT • 2.1 Control and Payment of Subordinates. RDA retains CONSULTANT on an independent contractor basis and CONSULTANT is not an employee of RDA.The personnel performing the Services under this Agreement on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. CONSULTANT shall pay all wages,salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. CONSULTANT shall be responsible for all reports and obligations with respect to such personnel, including,but not limited to social security taxes, income tax withholding,unemployment insurance,and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. 1 All work prepared by CONSULTANT shall be subject to the approval of RDA. I 2.3 Standard of Care; Licenses. CONSULTANT shall perform the Services under this Agreement in a skillful and competent manner. CONSULTANT shall be responsible to RDA for any errors or omissions in its execution of this Agreement. 1 , 1 , DRAFT 8-16-10 CONSULTANT represents and warrants to RDA that it has all licenses, permits, qualifications, and approvals of whatever nature which are legally required to practice its profession. CONSULTANT further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Proiect Representatives. CONSULTANT assigns Donald Fraser as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. CONSULTANT may appoint another person as Project Representative upon written notice to RDA.Tony Lashbrook shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. CONSULTANT shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. CONSULTANT shall allow an authorized representative of RDA,during normal business hours,to examine,audit,and make transcripts of copies of such records. CONSULTANT shall allow inspection by RDA of all work, date, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section,CONSULTANT shall receive compensation for all Services based on task order(s). , 3.2 Reimbursement for Expenses. CONSULTANT shall not be reimbursed for any expenses unless authorized in writing by RDA. ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. CONSULTANT shall defend, indemnify and hold RDA,its officials,officers,employees and agents free and harmless from any and all liability from loss,damage or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts,omissions or willful misconduct of CONSULTANT arising out of or in connection with CONSULTANT's performance of this AGREEMENT, including without limitation the payment of attorneys' fees. Further, CONSULTANT shall defend at its own expense, including attorneys' fees, RDA, its officials,officer,employees,and agents in any legal action based upon such acts,omissions or willful misconduct. 4.2 Insurance. , CONSULTANT shall obtain and shall require its sub-consultants to obtain insurance of the types and in the amounts described below and satisfactory to RDA. 4.2.1 Commercial General Liability Insurance. CONSULTANT shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence. If such insurance contains 2 DRAFT 8-16-10 a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.2.2 Business Automobile Liability Insurance. CONSULTANT shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$600,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 4.2.3 Professional Liability Insurance. CONSULTANT shall maintain errors and omissions liability insurance with a limit of not less than $1,000,000 each claim. Such insurance shall,be maintained fora minimum of five years following completion of the Services. 4.3 Additional Insureds. Such insurance shall name RDA, its officials, officers, employees, agents and consultants, as insureds with respect of performance of Services. Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds.All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials,officers,employees, agents,and consultants and shall contain standard separation of insureds provisions. 4.4 Certificates of Insurance. CONSULTANT shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. CONSULTANT shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 4.5 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract. 4.6 Term of Coverage. CONSULTANT shall maintain all insurance required by this Agreement from the time Services commence until Services are completed,except as may be otherwise required by this Article. CONSULTANT shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4.7 Licensed Insurer. CONSULTANT shall place all insurance with insurers having an A.M. Best Company rating of no less than A:Vlll and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. RDA may, by written notice to CONSULTANT,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. CONSULTANT shall discontinue all Services affected within seven (7)days of receipt of such notice,unless otherwise instructed by RDA in writing. CONSULTANT may not terminate this Agreement except for cause. 3 DRAFT 8-16-10 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA,CONSULTANT shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro- rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to CONSULTANT's failure to fulfill its obligations under this Agreement, CONSULTANT shall be compensated for Services that have been completed and accepted by RDA. CONSULTANT shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from CONSULTANT,which at RDA's discretion must be revised,in part or in whole,to complete the Project. 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. , If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that CONSULTANT completes the work required under this Agreement, RDA may require CONSULTANT to provide all finished or unfinished documents, date, studies, drawings, reports, etc , prepared by CONSULTANT in connection with the performance of Services under this Agreement. ARTICLE VI GENERAL PROVISIONS 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof,and supersedes all prior negotiations,understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by CONSULTANT without the prior written consent of RDA. 6.3 Subcontracts. CONSULTANT shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. CONSULTANT represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with CONSULTANT on the basis of race, color, religion, national origin, ancestry, sex or age. 4 DRAFT 8-16-10 6.5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 6.9 Delivery of Notices. All notices permitted,or required under this Agreement,shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address,or at such other address as the respective parties may provide in writing for this purpose: RDA: CONSULTANT: Town of Truckee Redevelopment Agency Fraser& Associates 10183 Truckee Airport Road 225 Holmfirth Court Truckee, CA 96161-3306 Roseville, CA 95661 Attn: Tony Lashbrook Attn: Donald Fraser Executive Director 5 4 c DRAFT 8-16-10 Such notice shall be deemed made when personally delivered or when mailed,forty-eight(48)hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. TOWN OF TRUCKEE REDEVELOPMENT AGENCY: DATED: Tony Lashbrook, Executive Director APPROVED AS TO FORM: DATED: J. Dennis Crabb, Town Attorney Town of Truckee CONSULTANT: Fraser&Associates DATED: Signature Print name and title: • 6 TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on October 5, 2009 by and between the Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter "RDA") and Fraser & Associates (hereinafter"CONSULTANT"). RECITALS WHEREAS, the principal members of CONSULTANT are Donald Fraser, and are experienced in providing fiscal consulting services; and WHEREAS, RDA desires to engage CONSULTANT to render fiscal consulting services as set forth herein for the purpose of performing such fiscal consulting services (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I � � ',, SCOPE OF SERVICES; TERM - - CutA ,' �; c ' -h i 1.1 General Scope of Services. ' cam, �� 517 CONSULTANT shall, upon request from RDA, provide consulting services on variousissues involving the analysis of tax increment revenues to be generated in the RDA Project Are -(hereinafter ( "Services"). Slade;but-nof-be lirrfitedroTthe-technical-arid-pfefessionajservieep set fs.,. • '• -- • • -tta i-• a - - : st-e- J 6 Y4J 0 ro uc4f2e_J-�S LL (r-P ) 0--f-00/6,1t'7 4.. .' � 3`✓� m.(2-71-1-5k) 1.2 Term.l'—�cge)ii t v iC., C� v' i Qe �L,J L . 1 1' t c) k-0-. 31/201 2- The The term of this Agreement shall be from Oia , 5,26&9 until J , :a o •r until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF CONSULTANT 2.1 Control and Payment of Subordinates. RDA retains CONSULTANT on an independent contractor basis and CONSULTANT is not an employee of RDA. The personnel performing the Services under this Agreement on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control.CONSULTANT shall pay all wages,salaries,and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. CONSULTANT shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes,income tax withholding, unemployment insurance, and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by CONSULTANT shall be subject to the approval of RDA. 1 of 6 2.3 Standard of Care; Licenses. CONSULTANT shall perform the Services under this Agreement in a skillful and competent manner. CONSULTANT shall be responsible to RDA for any errors or omissions in its execution of this Agreement.CONSULTANT represents and warrants to RDA that it has all licenses, permits,qualifications, and approvals of whatever nature which are legally required to practice its profession. CONSULTANT further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Project Representatives. CONSULTANT assigns Donald Fraser as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. CONSULTANT may appoint another person as Project Representative upon written notice to'RDA. Kim Szczurek shall act as RDA's Project Representative for purposes of carrying out this Agreement. . 2.5 Accounting Records. CONSULTANT shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement.All such records shall be clearly identifiable.CONSULTANT shall allow an authorized representative of RDA, during normal business hours, to examine, audit, and make transcripts of copies of such records. CONSULTANT shall allow inspection by RDA of all work, date, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section, CONSULTANT shall receive compensation based on the fix . .•• - • e -. - ••-- , -I er ee—s-rendered-ander--this ent al og. •.7 ed- 5-O YY motif-wri- C e -C 0 - . • ► . ' - ' - - - . - 0 4 t Extr work-rnay-b- . . -. : :- .- - = - =e, -•aIIern-be-cp d m_ . . _ - - - - . -► . -- ---- , -t4 -7 ( C- 3.2 Pa ment of C.m.ensation. CONS . ANT shall vide to RDA an invoic t the time of t ale of the bon or payment. Shoul• he bond issue le not occur, the Tow all still be re ' d to pay the in ' e. RDA shall, within 2 days of receiv' g such statement from ONSULTANT, eview the state t and pay all approved arges thereon. 3.3 Extra Work. • At any time during the = of this Agree veRDA may request a1 CONSULTANT p orm Extra Work.As used herein, " ra Work"mean y work that is deter ' ed by RDA to be ne sary for the proper completion of •- -roject, but whi a parties did not reg ably anticipate wo a neces at the execution of tr. Agreement. C ULTANT shall not p orm Extra Work d receiving ritten authorization fro -DA'S Project presentative. 2 of 6 3g.-Reimbursement for Expenses. CONSULTANT shall not be reimbursed for any expenses unless authorized in writing by RDA. • ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. CONSULTANT shall indemnify, defend, and hold harmless the Town, and its officers, employees, and agents ("Town indemnitees"), from and against any and all causes of action, claims, liabilities, obligations,judgments, or damages, including reasonable attorneys'fees and costs of litigation ("claims"), arising out of the CONSULTANT's performance of its obligations under this agreement or out of the operations conducted by CONSULTANT, including the Town's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the Town. In the event the Town indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT's performance of this agreement the CONSULTANT shall provide a defense to the Town indemnitees or at the Town's option reimburse the Town indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. 4.2 Insurance. CONSULTANT shall obtain and shall require its sub-consultants to obtain insurance of the types and in the amounts described below and satisfactory to RDA. 4.2.1 Commercial General Liability Insurance. CONSULTANT shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.2.2 Business Automobile Liability Insurance. CONSULTANT shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$1-0007000 per occurrence.Such insurance shall include coverage for owned, hired and non-owned automobiles.9 (000,ob l-C..- i n -I seel 4.2.3 Professional Liability Insurance. v CONSULTANT shall maintain errors and omissions liability insurance with a limit of not less than $1,000,000 each claim. Such insurance shall be maintained for a minimum of five years following completion of the Services. •1.2.1 Workers' Compenoation l., ..ance j 6-1 S- GWASirf +stain werkefs'cempens- - - - • ._ . ' • . . • _ .. empleyn�! �}.i innuc. oeTith limits of not lents ttha emFsrv7� s7�"" e i 4.3 Additional Insureds. Such insurance shall name RDA,its officials,officers,employees,agents and consultants,as insureds with respect of performance of Services.Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds. All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials, officers, employees, agents, and consultants and shall contain standard separation of insureds provisions. 3 of 6 4.4 Certificates of Insurance. CONSULTANT shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. CONSULTANT shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 4.5 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract. 4.6 Term of Coverage. CONSULTANT shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. CONSULTANT shall replace any policies,certificates and endorsements for any insurance expiring prior to completion of the Services. 4.7 Licensed Insurer. CONSULTANT shall place all insurance with insurers having an A.M. Best Company rating of no less than A:Vlll and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. RDA may, by written notice to CONSULTANT, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. CONSULTANT shall discontinue all Services affected within seven (7)days of receipt of such notice, unless otherwise instructed by RDA in writing. CONSULTANT may not terminate this Agreement except for cause. 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA, CONSULTANT shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro-rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to CONSULTANT's failure to fulfill its obligations under this Agreement, CONSULTANT shall be compensated for Services that have been completed and accepted by RDA. CONSULTANT shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from CONSULTANT,which at RDA's discretion must be revised, in part or in whole, to complete the Project. 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate, services similar to 4 of 6 I . < • those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that CONSULTANT completes the work required under this Agreement,RDA may require CONSULTANT to provide all finished or unfinished documents, date, studies, drawings, reports, etc., prepared by CONSULTANT in connection with the performance of Services under this Agreement. ARTICLE VI GENERAL PROVISIONS 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by CONSULTANT without the prior written consent of RDA. 6.3 Subcontracts. • CONSULTANT shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA.All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. CONSULTANT represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with CONSULTANT on the basis of race,color, religion, national origin, ancestry, sex or age. 6.5 Attorney's Fees. • If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 5 of 6 6.9 Delivery of Notices. All notices permitted, or required under this Agreement, shall be deemed made when delivered to the applicable party's representative as provided in this Agreement.Additionally, such notices may be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: RDA: CONSULTANT: Truckee Redevelopment Agency Fraser&Associates 10183 Truckee Airport Road 225 Holmfirth Court Truckee, CA 96161-3306 Roseville, CA 95661 Attn: Tony Lashbrook Attn: Donald Fraser Executive Director Such notice shall be deemed made when personally delivered or when mailed,forty-eight(48)hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. IN WITNESS WHEREOF, the p. ies hereto have executed the Agreement on the date first hereinabove written. TR C REDEVELOPMENT AGENCY: DATED403 A Ton 141+rook, Executive Director APPROVED AS TO FORM: DATED: l D d J. nis Crabb, Town Attorney To of Truckee CONSULTANT: 'F 8 -- Prs Firm Name \NI-‘)10 2->"1"( Signature Print name and title: 6 of 6 TOWN OF TRUCKEE TASK ORDER NO. 1 FRASER &ASSOCIATES REDEVELOPMENT PLAN AMENDMENT 1. Prepare preliminary report to Agency regarding plan amendment and submit to outside counsel and Agency staff for review. 2. Revise preliminary report based upon comments received and prepare transmittal memo to Agency. 3. Attend, if requested,joint Council/Agency public hearing on adoption of amendment if there is budget remaining after completion of Preliminary Report. Hourly Rate: $200.00 Total not to exceed cost for all services (including expenses): $5,000 • 1 b t' Bonnie Thompson From: Bonnie Thompson Sent: Thursday,August 26, 2010 12:57 PM To: 'Don Fraser' Cc: Dennis Crabb Subject: RE: Professional Consulting Agreement Hi Don, Dennis has looked over the changes you made and is comfortable with them. The agreement and revised Task Order No. 1 will be going to Council on September 2nd for approval. Thanks for your help. Bonnie Thompson Administrative Secretary 'Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 (530)582-2464 bthompsonatownoftruckee.com From: Don Fraser [mailto:dfraser@surewest.net] Sent: Wednesday, August 25, 2010 8:46 AM To: Bonnie Thompson Cc: Dennis Crabb Subject: Re: Professional Consulting Agreement Bonnie The agreement looks fine. I have amended the task list. Iris is doing the schedule. Given budget constraints, I am preparing the Pre Report. Staff is going to take that report and prepare the final Report to Council. I will attend the JPH if there is sufficient budget left to do so. Don Original Message From: Bonnie Thompson - v __-___ �_ _-•---,___ _ ,_ __ __._,.-- To:dfrasergsurewest.netCc: Dennis Crabb Sent: Tuesday, August 24, 2010 4:50 PM Subject: Professional Consulting Agreement `TOWN OF 1 .66 44 . ._) ,tri' lw� Date: August 24, 2010 To: Iris Yang, Best Best & Krieger _ 1 Don Fraser, Fraser&Associates cc: Tony Lashbrook, Kim Szczurek, and Alex Terrazas From: Dennis Crabb Subject: Services Agreements Update Please find attached draft professional services agreements and first task orders. They are scheduled for the September 2, 2010 redevelopment meeting; therefore, your prompt attention to them is requested, particularly to the tasks. If there are any questions, please let me know. Also attached is the draft staff report for any,comments you might have. Thanks, Bonnie Thompson Administrative Secretary Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 (530)582-2464 bthom pson(c�townoftruckee.com 2 TOWN OF TRUCKEE TASK ORDER NO.1 FRASER&ASSOCIATES REDEVELOPMENT PLAN AMENDMENT 4 Prepare-schedt+le and assigned tasks for--redeuelepmentplan-amendment te-rei s'r�tate bend 2-1. Prepare preliminary report to Agency regarding plan amendment and submit to outside- {Formatted:Bullets and Numbering 1 counsel and Agency staff for review. 3 2 Revise preliminary report based upon comments received and prepare transmittal memo to Agency. 4-Prcpace-li•- -- _. _..en°.._. - - - - a -- -• entation. &3. Attend,if requested,joint Council/Agency public hearing on adoption of amendment if there is budget remaining after completion of Preliminary Report. Hourly Rate:$200.00 Total not to exceed cost for all services(including expenses):$5,000 1 TOWN OF TRUCKEE TASK ORDER NO. 1 FRASER&ASSOCIATES REDEVELOPMENT PLAN AMENDMENT 1. Prepare schedule and assigned tasks for redevelopment plan amendment to reinstate bond cap. 2. Prepare preliminary report to Agency regarding plan amendment and submit to outside counsel and Agency staff for review. 3. Revise preliminary report based upon comments received and prepare transmittal memo to Agency. 4. Prepare final report to Council on amendment and related documentation. 5. Attend, if requested,joint Council/Agency public hearing on adoption of amendment. Hourly Rate: $200.00 Total not to exceed cost for all services (including expenses): $5,000 1 v ! DRAFT 8-16-10 TOWN OF TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on September 2, 2010 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter "RDA") and Fraser & Associates (hereinafter"CONSULTANT"). RECITALS . WHEREAS,the principal member of CONSULTANT is Donald Fraser and is experienced in providing fiscal consulting services; and , WHEREAS, RDA desires to engage CONSULTANT to render fiscal consulting services as set forth herein for the purpose of performing such fiscal consulting services (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SCOPE OF SERVICES; TERM 1.1 General Scope of Services. CONSULTANT shall, upon request from RDA, provide consulting services on various issues involving the analysis of tax increment revenues to be generated in the RDA Project Area, the financial analysis of projects seeking RDA assistance, preparation of redevelopment plan documents, and other related services (hereinafter "Services"). The specific services to be provided shall be authorized by the Executive Director on task orders,with a not to exceed figure for each task. 1.2 Term. The term of this Agreement shall be from September 2,2010 until September 30,2012 or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF CONSULTANT 2.1 Control and Payment of Subordinates. RDA retains CONSULTANT on an independent contractor basis and CONSULTANT is not an employee of RDA.The personnel performing the Services under this Agreement on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. CONSULTANT shall pay all wages,salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. CONSULTANT shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance,and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by CONSULTANT shall be subject to the approval of RDA. 2.3 Standard of Care; Licenses. CONSULTANT shall perform the Services under this Agreement in a skillful and competent manner. CONSULTANT shall be responsible to RDA for any errors or omissions in its execution of this Agreement. 1 DRAFT 8-146-10 CONSULTANT represents and warrants to RDA that it has all licenses, permits, qualifications, and approvals of whatever nature which are legally required to practice its profession. CONSULTANT further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Project Representatives. CONSULTANT assigns Donald Fraser as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. CONSULTANT may appoint another person as Project Representative upon written notice to RDA.Tony Lashbrook shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. CONSULTANT shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. CONSULTANT shall allow an authorized representative of RDA, during normal business hours,to examine,audit,and make transcripts of copies of such records. CONSULTANT shall allow inspection by RDA of all work, date, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section,CONSULTANT shall receive compensation for all Services based on task order(s). 3.2 Reimbursement for Expenses. CONSULTANT shall not be reimbursed for any expenses unless authorized in writing by RDA. ARTICLE IV INDEMNIFICATION AND INSURANCE J 4.1 Indemnification. CONSULTANT shall defend, indemnify and hold RDA, its officials,officers,employees and agents free and harmless from any and all liability from loss,damage or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of CONSULTANT arising out of or in connection with CONSULTANT's performance of this AGREEMENT, including without limitation the payment of attorneys' fees. Further, CONSULTANT shall defend at its own expense, including attorneys' fees, RDA, its officials, officer, employees, and agents in any legal action based upon such acts, omissions or willful misconduct. 4.2 Insurance. CONSULTANT shall obtain and shall require its sub-consultants to obtain insurance of the types and in the amounts described below and satisfactory to RDA. 4.2.1 Commercial General Liability Insurance. CONSULTANT shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence. If such insurance contains 2 - DRAFT 8-16-10 a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.2.2 Business Automobile Liability Insurance. CONSULTANT shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$600,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. 4.2.3 Professional Liability Insurance: CONSULTANT shall maintainerrors and omissions liability insurance with a limit of not less than $1,000,000 each claim.Such insurance shall be maintained for a minimum of five years following completion of the Services. 4.3 Additional Insureds. Such insurance shall name RDA, its officials, officers, employees, agents and consultants, as insureds with respect ofpperformance of Services. Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds.All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials, officers, employees, agents, and consultants and shall contain standard separation of insureds provisions. 4.4 Certificates of Insurance. CONSULTANT shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. CONSULTANT shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 4.5 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with.reference to the contract. 4.6 Term of Coverage. CONSULTANT shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. CONSULTANT shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4.7 Licensed Insurer. CONSULTANT shall place all insurance with insurers having an A.M.Best Company rating of no less than A:Vlll and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. ' RDA may, by written notice to CONSULTANT,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. CONSULTANT shall discontinue all Services affected within seven (7)days of receipt of such notice, unless otherwise instructed by RDA in writing. CONSULTANT may not terminate this Agreement except for cause. 3 DRAFT 8-116-10 ' 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA,CONSULTANT shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro- rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to CONSULTANT's failure to fulfill its obligations under this Agreement, CONSULTANT shall be compensated for Services that have been completed and accepted by RDA. CONSULTANT shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from CONSULTANT,which at RDA's discretion must be revised, in part or in whole,to complete the Project. 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that CONSULTANT completes the work required under this Agreement, RDA may require CONSULTANT to provide all finished or unfinished documents, date,studies,drawings, reports,etc., prepared by CONSULTANT in connection with the performance of Services under this Agreement. ARTICLE VI GENERAL PROVISIONS 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by CONSULTANT without the prior written consent of RDA. 6.3 Subcontracts. CONSULTANT shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. CONSULTANT represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with CONSULTANT on the basis of race, color, religion, national origin, ancestry, sex or age. 4 DRAFT 8-16-10 6.5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 6.9 Delivery of Notices. All notices permitted,or required under this Agreement,shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: RDA: CONSULTANT: Town of Truckee Redevelopment Agency Fraser&Associates 10183 Truckee Airport Road 225 Holmfirth Court Truckee, CA 96161-3306 Roseville, CA 95661 Attn: Tony Lashbrook Attn: Donald Fraser Executive Director 5 DRAFT 8-1b=`10 Such notice shall be deemed made when personally delivered or when mailed, forty-eight(48) hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. TOWN OF TRUCKEE REDEVELOPMENT AGENCY: DATED: Tony Lashbrook, Executive Director APPROVED AS TO FORM: DATED: J. Dennis Crabb, Town Attorney Town of Truckee CONSULTANT: Fraser&Associates DATED: Signature Print name and title: 6 AGENDA ITEM TOWN OF ..„ rm'I Rc arporp MEETING DATE: September 2, 2010 TO: Honorable Chair and Board Members FROM: Agency Counsel SUBJECT: Legal and Professional Services Agreements APPROVED BY Tony Lashbrook, Executive Director RECOMMENDATION: Approve agreements. DISCUSSION: The Agency has existing contracts for outside legal and financial services. The law firm that previously provided these services has disbanded. The attorneys providing those services to the Town Redevelopment Agency have moved to another firm. The firm is large and has . extensive redevelopment experience and the same attorneys as before will retain their relationship with the Town. Fraser & Associates is also currently under contract with the Agency for financial services. The scope of those services has changed as a result of increased Agency activity. These contracts are slightly different than the standard professional services agreements. They have a general scope of work, which is then detailed in the task orders approved by the Executive Director of the Agency. The amount expended cannot,without further Board approval, exceed the budgeted amount. This approach is being taken because of uncertainties over exactly what services may be needed in the future. The first task order involves an amendment to the current redevelopment plan to correct an action taken at the time the plan was adopted. The law requires a cap on the amount of bonded indebtedness which the Agency can 'scuehave outstanding at any one time. That number was set at $45,000,000 but was deleted from the adopted plan for reasons not entirely clear in retrospect. Having a cap on this amount is also required by the bond covenants upon which the recent bond issuance was based. It is also desirable to provide assurance to the other taxing entities of future Agency action(s) in financing projects. The two contracts provide for preparation of documents necessary to the amendment at a total cost not to exceed $10,000. Agency staff will provide all of the clerical and administrative support to the amendment as well as preparing a negative declaration for CEQA purposes. Truckee Redevelopment Agency Staff Report Page 1 of 3 AGENDA ITEM There will be multiple public hearings before the Council, Planning Commission,and Agency Board prior to adoption, after written notice to the taxing agencies and the public. If there are any questions please let me know. FISCAL IMPACT: Budgeted fiscal year 2010/2011. PUBLIC COMMUNICATIONS: Regular agenda posting ATTACHMENTS: 1 . Professional Services Agreement with Fraser& Associates 2 . Task Order No. 1 — Fraser&Associates 3 . Professional Services Agreement with Best Best & Krieger 4 . Task Order No. 1 — Best Best & Krieger Truckee Redevelopment Agency Staff Report, Page 2 of 3 DRAFT 8 16 10 TOWN OF TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on September 2, 2010 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter "RDA") and Best Best & Krieger LLP (hereinafter"ATTORNEY"). RECITALS WHEREAS, Iris Yang and various associate attorneys are experienced in providing redevelopment legal services; ("ATTORNEY") WHEREAS, RDA desires to engage ATTORNEY to render special counsel redevelopment legal services to the RDA (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SCOPE OF SERVICES; TERM 1.1 General Scope of Services. ATTORNEY shall, upon request from RDA, provide special counsel legal services to the Town of Truckee Redevelopment Agency (hereinafter "Services") as authorized by the RDA Executive Director or his designees, in consultation with RDA General Counsel. The authorization shall be provided in the form of a task order or orders with the not to exceed cost of each task contained therein. 1.2 Term. The term of this Agreement shall be from September 2,2010 until September 30,2012 or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF ATTORNEY 2.1 Control and Payment of Subordinates. RDA retains ATTORNEY on an independent contractor basis and ATTORNEY is not an employee of RDA. The personnel performing the Services under this Agreement on behalf of ATTORNEY shall at all times be under ATTORNEY's exclusive direction and control.ATTORNEY shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. ATTORNEY shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by ATTORNEY shall be subject to the approval of the RDAExecutive Director or his designee. 1 DRAFT 8 16 10 2.3 Standard of Care; Licenses. ATTORNEY shall perform the Services under this Agreement in a skillful and competent manner. ATTORNEY shall be responsible to RDA for any errors or omissions in its execution of this Agreement.ATTORNEY represents and warrants to RDA that it has all licenses, permits, qualifications, and approvals of whatever nature which are legally required to practice its profession.ATTORNEY further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Protect Representatives. ATTORNEY assigns Iris Yang as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. ATTORNEY may appoint another person as Project Representative upon written notice to RDA.Tony Lashbrook, Executive Director shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. ATTORNEY shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. ATTORNEY shall allow an authorized representative of RDA, during normal business hours, to examine, audit, and make transcripts of copies of such records.ATTORNEY shall allow inspection by RDA of all work,date,documents, proceedings,and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section,ATTORNEY shall receive compensation for all Services rendered under this Agreement at the rates set forth in the form of a retainer at the hourly rates in effect from time to time. Current rates are as follows: Iris Yang $295.00 Associate Attorneys/Paralegals $195.00 ATTORNEY'S hourly rates are reviewed and adjusted periodically, typically January 1 of each year. If ATTORNEY revises its rates while this Agreement is in effect, the revised rates will be applied to the services rendered thereafter and the applicable rates will be reflected in each subsequent bill that RDA receives. Miscellaneous expenses are covered by ATTORNEY's standard administrative charge,currently set at four percent (4%), which compensates the cost of normal photocopying, long distance telephone calls, regular mail postage, telecopy charges and other expenses as to which individual itemization is impractical. Costs specific to RDA such as investigation and filing fees, process server fees, required costs of travel, out-of-town lodging and meals, courier and express delivery and mail services, deposition and court reporter fees, computerized legal research, major photocopying, conference calls and staff overtime, as needed, are itemized and will appear on ATTORNEY's monthly statement as separate items. 3.2 Payment of Compensation. ATTORNEY shall provide to RDA a monthly statement that indicates work completed, hours of service rendered and units of supply provided to the Project by ATTORNEY from the first of the first of the month, or the start of the subsequent billing periods, as appropriate,through the-date of the statement. RDAshall,within 30 days of receiving such statement from ATTORNEY, review the statement and pay all approved charges thereon. 2 DRAFT 8 16 10 3.3 Reimbursement for Expenses. ATTORNEY shall not be reimbursed for any expenses unless authorized in writing by the RDA Executive Director. ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. ATTORNEY shall defend, indemnify and hold RDA, its officials, officers, employees and agents free and harmless from any and all liability from loss, damage or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of ATTORNEY arising out of or in connection with ATTORNEY's performance of this AGREEMENT, including without limitation the payment of attorneys'fees. Further,ATTORNEY shall defend at its own expense, including attorneys'fees, RDA, its officials, officer, employees, and agents in any legal action based upon such acts, omissions or willful misconduct. 4.2 Commercial General Liability Insurance. ATTORNEY shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.3 Business Automobile Liability Insurance. - ATTORNEY shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$1,000,000 per occurrence.Such insurance shall include coverage for owned, hired and non-owned automobiles. 4.4 Professional Liability Insurance. ATTORNEY shall maintain errors and omissions liability insurance with a limit of not less than $1,000,000 each claim. Such insurance shall be maintained for a minimum of five(5)years following completion of the Services. 4.5 Workers' Compensation Insurance. ATTORNEY shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 per accident. 4.6 Additional Insureds. Such insurance shall name RDA, its officials, officers, employees, agents and ATTORNEYs, as insureds with respect of performance of Services. Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds.All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials, officers, employees, agents, and ATTORNEYs and shall contain standard separation of insureds provisions. 4.7 Certificates of Insurance. ATTORNEY shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. ATTORNEY shall not allow such,insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 3 DRAFT 8 16 10 4.8 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract. 4.9 Term of Coverage. ATTORNEY shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. ATTORNEY shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4.10 Licensed Insurer. ATTORNEY shall place all insurance with insurers having an A.M. Best Company rating of no less than A:Vlll and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. RDA may, by written notice to ATTORNEY,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to ATTORNEY of such termination,and specifying the effective date- thereof, at least seven (7) days before the effective date of such termination. ATTORNEY shall discontinue all Services affected within seven (7) days of receipt of such notice,-unless otherwise instructed by RDA in writing. ATTORNEY may not terminate this Agreement except for cause. 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA,ATTORNEY shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro- rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to ATTORNEY's failure to fulfill its obligations under this Agreement, ATTORNEY shall be compensated for Services that have been completed and accepted by RDA.ATTORNEY shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from ATTORNEY, which at RDA's discretion must be revised, in part or in whole, to complete the Project. 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that ATTORNEY completes the work required under this Agreement, RDA may require ATTORNEY to provide all finished or unfinished documents,date,studies;drawings, reports,etc., prepared by ATTORNEY in connection with the performance of Services under this Agreement. 4 . DRAFT 8 16 10 ARTICLE VI GENERAL PROVISIONS 6.1 Entire Aqreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding, on the successors and assigns of the parties, and shall not be assigned by ATTORNEY without the prior written consent of RDA. 6.3 Subcontracts. ATTORNEY shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. ATTORNEY represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with ATTORNEY on the basis of race, color, religion, national origin, ancestry, sex or age. 6.5 Attorney's Fees. - If either party commences an action against the other party arising out of or in connection with this • Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Riqht to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project.' 6.9 Delivery of Notices. All notices permitted,or required under this Agreement,shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 5 y DRAFT 8 16 10 RDA: ATTORNEY: Town of Truckee Redevelopment Agency Best Best & Krieger LLP 10183 Truckee Airport Road 400 Capitol Mall, Suite 1650 Truckee, CA 96161-3306 Sacramento, CA 95814 Attn: Tony Lashbrook Attn: Iris Yang Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. 6.10 Conflicts Waivers In a large firm with multiple offices representing public and private clients,actual or possible conflicts sometimes arise between existing or potential clients. ATTORNEY may be required to ask for a conflict waiver in that event. ATTORNEY asks for RDA's understanding and cooperation if ATTORNEY requests a conflict waiver in order to undertake or continue representation of another client in a manner that will not be specifically detrimental or adverse to RDA in any matter in which ATTORNEY represents RDA. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. TOWN OF TRUCKEE REDEVELOPMENT AGENCY: DATED: Tony Lashbrook, Executive Director APPROVED AS TO FORM: DATED: J. Dennis Crabb, Town Attorney Town of Truckee ATTORNEY: Best Best & Krieger DATED: Signature Print name and title: 6 5 TOWN OF.TRUCKEE TASK ORDER NO. 1 BEST BEST & KRIEGER REDEVELOPMENT PLAN AMENDMENT 1. Prepare time schedule with all required steps for adoption•of Redevelopment Plan Amendment to make certain fiscal changes. 2. Prepare all required Council,Redevelopment Agency and Planning Commission resolutions, ordinance and public notices in connection with Redevelopment Plan Amendment - 3. Review and comment on preliminary report and Final Report to Counci —Fr-ase-F-&Assesi 4. Review and comment on negative declaration prepared by Agency staff. 5. Review and comment on all staff reports in connection with Redevelopment Plan Amendment. Hourly Rate for Iris Yang: $295.00 Hourly Rate for Associate Attorney/Paralegal: $195.00 Total not to exceed cost for all services (including expenses): $5,000 • • 1 TOWN OF TRUCKEE TASK ORDER NO. 1 BEST BEST& KRIEGER REDEVELOPMENT PLAN AMENDMENT 1. Review and comment on preliminary report as prepared by Fraser&Associates and Agency approval resolution. 2. Provide form letter for use by RDA in contacting other taxing agencies. 3. Prepare Agency resolution transmitting proposed amendment and negative declaration to Planning Commission. 4. Review and comment on Agency Report to Council on amendment prepared by Fraser& Associates. 5. Prepare Agency resolution requesting joint Council/Agency public hearing on amendment and negative declaration. 6. Prepare Council resolution calling a joint public hearing. 7. Prepare Council resolution approving negative declaration and ordinance approving plan amendment. Hourly Rate for Iris Yang: $295.00 Hourly Rate for Associate Attorney: $195.00 Total not to exceed cost for all services (including expenses): $5,000 1 TOWN OF TRUCKEE TASK ORDER NO. 1 BEST BEST & KRIEGER REDEVELOPMENT PLAN AMENDMENT 1. Review nd comment on preliminary report as prepared by Fraser&Associates and Agency approvertPresolution. 2. Provide form letter for use by RDA in contacting other taxing agencies. 3. Prepare Agency resolution transmitting proposed amendment and negative declaration to Planning Commission. 4. Review and comment on Agency Report to Council on amendment prepared by Fraser& Associates. 5. Prepare Agency resolution requesting joint Council/Agency public hearing on amendment and negative declaration. 6. Prepare Council resolution calling a joint public hearing. 7. Prepare Council resolution approving negative declaration and ordinance approving plan amendment. Hourly Rate for Iris Yang: $295.00 Hourly Rate for Associate Attorney: $195.00 Total not to exceed cost for all services (including expenses): $5,000 1 TOWN OF TRUCKEE TASK ORDER NO. 1 FRASER&ASSOCIATES REDEVELOPMENT PLAN AMENDMENT gsSitusecX- 1. Prepare schedule and tasks for redevelopment plan amendment to reinstate bond cap. 2. Prepare preliminary report to Agency regarding plan amendment and submit to outside counsel and Agency staff for review. 3. Revise preliminary report based upon comments received and prepare transmitted memo to Agency for-crigatAalisamto.taxincyagevreies. 4. Prepare final report to Council on amendment.cr.+k .- vette c20 Katy 5. Attend, if requested,joint Council/Agency public hearing on adoption of amendment. Hourly Rate: $200.00 T Co5k- r(A Self J`erg (wcQuA7 se-F )4'S^)19-e) Trost not to exceed: $QE) 1 Bonnie Thompson From: Dennis Crabb Sent: Friday,August 20, 2010 9:22 AM To: Tony Lashbrook; Bonnie Thompson;Alex Terrazas Subject: RE: Contracts for RDA Plan Amendment Hello All These contracts are intentionally a little different that the norm.They are based on task orders approved by Tony with a not to exceed figure, rather than having a defined scope of work. In my view,what, if anything, Iris and Don will be called upon to do after the plan amendments makes this the preferred approach. I am working on the first tasks now and will send them around for review. Dennis From: Tony Lashbrook Sent: Friday,August 20, 2010 8:00 AM To: Bonnie Thompson; Alex Terrazas Cc: Dennis Crabb Subject: RE: Contracts for RDA Plan Amendment Bonnie- in the Fraser contract, I didn't see hourly rates documented and I didn't note a contract amount or not to exceed figure in either contract- its early, maybe I missed it. Generally, at least a rough work scope is attached to the contract. It looks like this was purposefully not included in these- I want to make sure that was intended. Tony From: Bonnie Thompson Sent: Thursday,August 19, 2010 10:19 AM To: Tony Lashbrook; Alex Terrazas Cc: Dennis Crabb Subject: Contracts for RDA Plan Amendment Dear Tony and Alex, Attached are the contracts that Dennis has drafted for Don Fraser,of Fraser and Associates,and Iris Yang, now of Best Best& Krieger,for their help with the RDA Plan Amendment. Please review and comment. Thank you, Bonnie Thompson Administrative Secretary Town of Truckee 10183 Truckee Airport Road Truckee, CA 96161 (530)582-2464 bthompson@townoftruckee.com • 1 TOWN OF TRVC-IcE . 99 gar 9 Date: August 24, 2010 To: Iris Yang Don Fraser --� From: Dennis Crabb CC_. ' (c i ci. ;l,( Subject: Services Agreements Update roQ Lac Please find attached draft eer-soriall services agreements and first task orders. They are scheduled for the September 2, 2010 redevelopment meeting; therefore, your prompt attention to them is requested, particularly to the tasks. If there are any questions, please let me know. Also enclosed is the draft staff report for any comments you might have. AGENDA ITEM TOWN OF TRVC-IcE • •�. rlees J,: apert MEETING DATE: September 2, 2010 TO: Honorable Chair and Board Members FROM: Agency Council SUBJECT: Legal and Professional Services Agreements APPROVED BY Tony Lashbrook, Executive Director RECOMMENDATION: Approve agreements. DISCUSSION: The Agency has existing contracts for outside legal and financial services. The law firm that previously provided these services has disbanded. The attorneys providing those services to the Town Redevelopment Agency have moved to another firm. The firm is large and has " extensive redevelopment experience and the same attorneys as before will retain their relationship with the Town. Fraser & Associates is also current) under contract with the Agency for financial services. The scope of those services has changes a result of increased Agency activity. These contracts are slightly different than the standard profession. services agreements. They have a general scope of work,which is then detailed in the task er s approved by the Executive Director of the Agency. The amount expended cannot,without further Board approval,exceed the budgeted amount. This approach is being taken because of uncertainties over exactly what services may be needed in the future. The first task order involves an amendment to the current redevelopment plan to correct an action at the time the plan was adopted. The law requires a cap on the amount of bonded indebtedness which the Agency can issue. That number was set at $45,000,000 but was deleted from the adopted plan for reasons not�entirely clear in retrospect. Wuxi Having a cap on this amount is required by the bond covenants upon which the recendissuance was based. It is also to provide assurance to the other taxing entities of future Agency action0 jy.r \v_i Pvarc6S The two contracts provide for preparation of documents necessary to the amendment at a cost not to exceed $10,000. Agency staff will provide all of the clerical and aStum,kkatiacsupport to the amendment as well as preparing a negative declaration for CEQA purposes. There will be multiple hearings before the Council, Planning Commission,and Agency Board prior to adoption, after written notice to the taxing agencies and the public. Truckee Redevelopment Agency Staff Report Page 1 of 2 AGENDA ITEM If there are any questions please let me know. FISCAL IMPACT: Budgeted fiscal year 10/11 $10,000 PUBLIC COMMUNICATIONS: Regular agenda posting ATTACHMENTS: (Dennis, is this correct?) 1. Professional Services Agreement with Fraser& Associates 2. Task Order No. 1 — Fraser&Associates 3. Professional Services Agreement with Best Best& Krieger 4. Task Order No. 1 — Best Best& Krieger Truckee Redevelopment Agency Staff Report Page 2 of 2 DRAFT 8-16-10 TOWN OF TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on September 2, 2010 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter"RDA") and Best Best & Kreiger(hereinafter"ATTORNEY"). RECITALS WHEREAS, Iris Yang and various associate attorneys are experienced in providing redevelopment legal services; ("ATTORNEY") WHEREAS, RDA desires to engage ATTORNEY to render special counsel redevelopment legal services to the RDA (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: • ARTICLE I SCOPE OF SERVICES; TERM 1.1 General Scope of Services. ATTORNEY shall, upon request from RDA, provide special counsel legal services to the Town of Truckee Redevelopment Agency (hereinafter "Services") as authorized by the RDA Executive Director or his designees, in consultation with RDA Counsel. The authorization shall be provided in the form of a task order or order with the not to exceed cost of each task contained therein. 1.2 Term. The term of this Agreement shall be from September 2,2010 until September 30,2012 or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF ATTORNEY 2.1 Control and Payment of Subordinates. RDA retains ATTORNEY on an independent contractor basis and ATTORNEY is not an employee of RDA. The personnel performing the Services under this Agreement on behalf of ATTORNEY shall at all times be underATTORNEY's exclusive direction and control.ATTORNEY shall pay all wages,salaries,and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. ATTORNEY shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by ATTORNEY shall be subject to the approval of the RDA Executive Director or his designee. 1 DRAFT 8-16-10 2.3 Standard of Care; Licenses. ATTORNEY shall perform the Services under this Agreement in a skillful and competent manner. ATTORNEY shall be responsible to RDA for any errors or omissions in its execution of this Agreement.ATTORNEY represents and warrants to RDA that it has all licenses, permits, qualifications, and approvals of whatever nature which are legally required to practice its profession.ATTORNEY further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Project Representatives. ATTORNEY assigns Iris Yang as its Project Representative who shall coordinate all phases of the project. The Project Representative shall be available to RDA at all reasonable times. ATTORNEY may appoint another person as Project Representative upon written notice to RDA.Tony Lashbrook,Executive Director shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. ATTORNEY shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. ATTORNEY shall allow an authorized representative of RDA, during normal business hours, to examine, audit, and make transcripts of copies of such • records.ATTORNEY shall allow inspection by RDA of all work,date,documents,proceedings,and activities related to the Agreement for a period of three (3)years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. Except as provided in this section,ATTORNEY shall receive compensation for all Services rendered under this Agreement at the rates set forth in the form of a retainer at the hourly rates in effect from time to time. Current rates are as follows: Iris Yang $295.00 Associate Attorneys $195.00 ATTORNEY'S hourly rates are reviewed and adjusted periodically, typically January 1 of each year. If ATTORNEY revises its rates while this Agreement is in effect, the revised rates will be applied to the services rendered thereafter and the applicable rates will be reflected in each subsequent bill that RDA receives. Miscellaneous expenses are covered by ATTORNEY's standard administrative charge,currently set at four percent (4%), which compensates the cost of normal photocopying, long distance telephone calls, regular mail postage, telecopy charges and other expenses as to which individual itemization is impractical. Costs specific to RDA such as investigation and filing fees, process server fees, required costs of travel, out-of-town lodging and meals, courier and express delivery and mail services, deposition and court reporter fees, computerized legal research, major photocopying, conference calls and staff overtime, as needed, are itemized and will appear on ATTORNEY's monthly statement as separate items. 3.2 Payment of Compensation. ATTORNEY shall provide to RDA a monthly statement that indicates work completed,hours of service rendered and units of supply provided to the Project by ATTORNEY from the first of the first of the month, or the start of the subsequent billing periods,as appropriate,through the date of the statement. RDA shall,within 30 days of receiving such statement from ATTORNEY, review the statement and pay all approved charges thereon. 2 DRAFT 8-16-10 3.3 Reimbursement for Expenses. ATTORNEY shall not be reimbursed for any expenses unless authorized in writing by the RDA Executive Director. ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. ATTORNEY shall defend, indemnify and hold RDA, its officials, officers, employees and agents free and harmless from any and all liability from loss,damage or injury to property or persons,including wrongful death, in any manner arising out of or incident to any acts,omissions or willful misconduct of ATTORNEY arising out of or in connection with ATTORNEY's performance of this AGREEMENT, including without limitation the payment of attorneys'fees. Further,ATTORNEY shall defend at its own expense, including attorneys'fees, RDA, its officials, officer, employees, and agents in any legal action based upon such acts, omissions or willful misconduct. 4.2 Commercial General Liability Insurance. ATTORNEY shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of hot less than $1,000,000 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.3 Business Automobile Liability Insurance. ATTORNEY shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$1,000,000 per occurrence.Such insurance shall include coverage for owned, hired and non-owned automobiles. 4.4 Professional Liability Insurance. ATTORNEY shall maintain errors and omissions liability insurance with a limit of not less than $1,000,000 each claim.Such insurance shall be maintained for a minimum of five(5)years following completion of the Services. 4.5 Workers' Compensation Insurance. ATTORNEY shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 per accident. 4.6 Additional Insureds. Such insurance shall name RDA, its officials, officers, employees, agents and ATTORNEYs, as insureds with respect of performance of Services. Such insured status shall contain no special limitations in the scope of its protection to the above-listed insureds.All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA, its officials, officers, employees, agents, and ATTORNEYs and shall contain standard separation of insureds provisions. 4.7 Certificates of Insurance. • ATTORNEY shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance, and certified copies of endorsements and policies, which shall clearly evidence all insurance required in this,Section. ATTORNEY shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on 30 days prior to written notice to RDA. 3 DRAFT 8-16-10 4.8 Policy Endorsement. The certificate of Insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract. 4.9 Term of Coverage. ATTORNEY shall maintain all insurance required by this Agreement from the time Services commence until Services are completed, except as may be otherwise required by this Article. ATTORNEY shall replace any policies, certificates and endorsements for any insurance expiring prior to completion of the Services. 4.10 Licensed Insurer. ATTORNEY shall place all insurance with insurers having an A.M. Best Company rating of no less than A:Vlll and licensed to do business in California. ARTICLE V TERMINATION 5.1 Notice of Termination. RDA may, by written notice to ATTORNEY,terminate the whole or any part of this Agreement at any time and without cause by giving written notice to ATTORNEY of such termination,and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. ATTORNEY shall discontinue all Services affected within seven (7) days of receipt of such notice, unless otherwise instructed by RDA in writing. ATTORNEY may not terminate this Agreement except for cause. 5.1.1 Termination For Convenience. If termination is for the convenience of the RDA,ATTORNEY shall be paid for Services performed through the date of termination, upon receipt of written documentation by RDA. Such payment shall include a pro- rated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.2.2 Termination for Cause. If termination is due to ATTORNEY's failure to fulfill its obligations under this Agreement, ATTORNEY shall be compensated for Services that have been completed and accepted by RDA.ATTORNEY shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from ATTORNEY, which at RDA's discretion must be revised, in part or in whole, to complete the Project. 5.2 Procurement of Similar Services. In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure, upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1 of this Agreement, or at the time that ATTORNEY completes the work required under this Agreement, RDA may require ATTORNEY to provide all finished or unfinished documents,date,studies,drawings,reports,etc.,prepared by ATTORNEY in connection with the performance of Services under this Agreement. 4 DRAFT 8-16-10 ARTICLE VI . GENERAL PROVISIONS 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof,and supersedes all prior negotiations,understandings or agreements.This Agreement may be modified only by a writing signed by both parties. 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by ATTORNEY without the prior written consent of RDA. 6.3 Subcontracts. ATTORNEY shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 6.4 Equal Opportunity Employment. ATTORNEY represents that it is an equal opportunity employer and shall not discriminate against an employee or applicant for employment with ATTORNEY on the basis of race, color, religion, national origin, ancestry, sex or age. 6.5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have,and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement. 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 6.9 Delivery of Notices. All notices permitted,or required under this Agreement,shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following address,or at such other address as the respective parties may provide in writing for this purpose: RDA: ATTORNEY: Town of Truckee Redevelopment Agency Best Best& Kreiger 10183 Truckee Airport Road Truckee, CA 96161-3306 , 5 DRAFT 8-16-10 Attn: Tony Lashbrook Attn: Iris Yang Executive Director Such notice shall be deemed made when personally delivered or when mailed,forty-eight(48)hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. 6.10 Conflicts Waivers In a large firm with multiple offices representing public and private clients,actual or possible conflicts sometimes arise between existing or potential clients. ATTORNEY may be required to ask for a conflict waiver in that event. ATTORNEY asks for RDA's understanding and cooperation if ATTORNEY requests a conflict waiver in order to undertake or continue representation of another client in a manner that will not be specifically detrimental or adverse to RDA in any matter in which ATTORNEY represents RDA. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. TOWN OF TRUCKEE REDEVELOPMENT AGENCY: DATED: Tony Lashbrook, Executive Director • APPROVED AS TO FORM: DATED: J. Dennis Crabb, Town Attorney Town of Truckee ATTORNEY: Best Best& Krieger DATED: Signature Print name and title: 6 TOWN OF TRUCKEE REDEVELOPMENT AGENCY AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement is made and entered into on October 1, 2009 by and between the Town of Truckee Redevelopment Agency, a municipal corporation of the State of California (hereinafter "RDA"), and - • - " ' (hereinafter"ATTORNEY"). RECITALS kkGrco WHEREAS, sharehelde eraId Ram anil -Iris Yang, and associate attorneys, • • - - - •, . - : , • != _ :•• - -i . - -- - k ■ s : ,- Y, are experienced in providing redevelopment legal services; ander- 6` -v4 .f), WHEREAS, RDA desires to engage ATTORNEY to render special counsel redevelopment legal services to the RDA (hereinafter"Project"); NOW,THEREFORE, in consideration for the promises set forth herein,the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SCOPE OF SERVICES; TERM 1.1 General Scope of Services. �0` � ATTORNEY shall, upon request from RDA, provide special counsel legal services to-4 -- N-Truckee Redevelopment Agency. - - '- - .-:, - _ - • - •••• - =, - -- - egal advice, reg+fl and deve cam;dispute-reselutieRrlitigatien-arrd-related legal-services, as authorized by the RDA Executive Director or his designee, in consultation with RDA Counsel. S-- '-_- - - •- .- e . . -: - ' • - -e-pravided-feFP w f f• 1 —2013/ -mp emen a + _ . , - •- - -this- eemen . � `"� QyYo u ar",1 �/ &- S( o-.low-'r 0%1 aV o�.a. ' t 1-N, fL� ,E-�o 1.2 Term. `�'t� —�& C c, �- e 3. vIA �-- t e , ti I7t,Oi The term of this Agreement shall be from : = bar 1,2699 until September 30,201t or until such time as it is terminated pursuant to the provisions in Article V of this Agreement. ARTICLE II RESPONSIBILITIES OF ATTORNEY 2.1 Control and Payment of Subordinates. RDA retains ATTORNEY on an independent contractor basis and ATTORNEY is not an employee of RDA.The personnel performing the Services under this Agreement on behalf of ATTORNEY shall at all times be under ATTORNEY's exclusive direction and control. ATTORNEY shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. ATTORNEY shall be responsible for all reports and obligations with respect to such personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, and workers'compensation insurance. 2.2 Conformance to Applicable Requirements. All work prepared by ATTORNEY shall be subject to the approval of RDA.- si 2.3 Standard of Care; Licenses. ATTORNEY shall perform the Services under this Agreement in a skillful and competent manner. ATTORNEY shall be responsible to RDA for any errors or omissions in its execution of this Agreement. ATTORNEY represents and warrants to RDA that it has all licenses,permits,qualifications, and approvals of whatever nature which are legally required to practice its profession. ATTORNEY further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. 2.4 Project Representatives. t ATTORNEY assigns Gerald R i a as its Project Representative who shall coordinate all • aspects of the special counsel legal services. The Project Representative shall be available to RDA at all reasonable times. ATTORNEY may appoint another person as Project Representative upon written notice to RDA. Tony Lashbrook, Executive Director, shall act as RDA's Project Representative for purposes of carrying out this Agreement. 2.5 Accounting Records. ATTORNEY shall maintain complete and accurate records with respect to costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. ATTORNEY shall allow an authorized representative of RDA,during normal business hours,to examine, audit, and make transcripts of copies of such records. ATTORNEY shall allow inspection by RDA of all work, data, documents, proceedings, and activities related to the Agreement for a period of three(3)years from the date of final payment under this Agreement. ARTICLE III FEES AND PAYMENTS 3.1 Compensation. • Except as provided in this section,ATTORNEY shall receive compensation for all Services rendered under this Agreement in the form of a retainer at the hourly rates in effect from time to time. Current rates are as follows: 0 Iris Yang $295.00 $imanne-Brown®$255:00 yeronica-Ramirez—$21070D Jg 55eCuter As —$1905 ATTORNEY's hourly rates are reviewed and adjusted periodically,typically January 1 of each year. If ATTORNEY revises its rates while this Agreement is in effect, the revised rates will be applied to the services rendered thereafter and the applicable rates will be reflected in each subsequent bill that RDA receives. Miscellaneous expenses are covered by ATTORNEY's standard administrative charge, currently set at four percent (4%), which compensates the cost of normal photocopying, long distance telephone calls, regular mail postage, telecopy charges and other expenses as to which individual itemization is impractical. Costs specific to RDA such as investigation and filing fees,process server fees, required costs of travel, out-of-town lodging and meals, courier and express delivery and mail services, deposition and court reporter•fees,computerized legal research,major photocopying,conference calls and staff overtime, as needed, are itemized and will appear on ATTORNEY's monthly statement as separate items. 2 1281124v2A 80167/0001 • 3.2 Payment of Compensation. • ATTORNEY shall provide to RDA a monthly statement that indicates work completed, hours of service rendered and units of supply provided to the Project by ATTORNEY from the first of the month, or the start of the subsequent billing periods, as appropriate,through the date of the statement. RDA shall,within forty-five(45)days of receiving such statement from ATTORNEY,review the statement and pay all approved charges thereon. 3.3 Extra Work. At any tim during the term of this A Bement,RDA ay request that ATT•"N EY perfor Extra Work. As used rein,"Extra Work"mea any work that determined by RDA o •e necessa or the proper comple n of the Project, but ich the parti did not reasonabl, anticipate w d be necessary at the ecution of this Agree nt. ATTORN shall not perform ra Work until receiving written autho ' tion from RDA's Proje Representativ . 3 r Reimbursement for Expenses. • ATTORNEY shall not be reimbursed for any expenses unless authorized in writing by RDA.� ec-k • ARTICLE IV INDEMNIFICATION AND INSURANCE 4.1 Indemnification. ATTORNEY shall defend, indemnify and hold RDA, its officials, officers, employees and agents free and harmless from any and all liability from loss, damage or injury to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of ATTORNEY arising out of or in connection with ATTORNEY's performance of this AGREEMENT, including without limitation the payment of attorneys' fees. Further, ATTORNEY shall defend at its own expense,including attorneys'fees,RDA,its officials,officers,employees,and agents in any legal action based upon such acts, omissions or willful misconduct. The foregoing indemnity and defense obligations shall not apply to any liability, loss, damage or injury which results from the active negligence or willful misconduct of RDA or its officials, officers, employees and agents. • 4.2 Insurance. ATTO EY shall obtai nd shall require its sub- sultants to obtainin ca of the types and in the a aunts describe Blow and satisfactory to A. 4.2.1 Commercial General Liability Insurance. ATTORNEY shall maintain occurrence version commercial general liability insurance of equivalent form with a combined single limit of not less than$1,000,000 per occurrence.If such insurance contains a general aggregate limit,it shall apply separately to this Agreement or be no less than two times the occurrence limit. 4.2.2 Business Automobile Liability Insurance. • ATTORNEY shall maintain business automobile liability insurance or equivalent form with a combined single limit of not less than$1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. •3 1281124v2A 80167/0001 4.2.3 Professional Liability Insurance. ATTORNEY shall maintain errors and omissions liability insurance with a limit of not less than$1,000,000 each claim. Such insurance shall be maintained for a minimum of five(5)years following completion of the Services. 4.2.4 Workers'Compensation Insurance. ATTORNEY shall maintain workers' compensation insurance with statutory limits,and employers' liability insurance with limits of not less than $1,000,000 per accident. 4.3 Additional insureds. ' Such insurance shall name RDA,its officials,officers,employees and agents as insureds with respect of performance of Services. Such insured status shall contain no special limitatidns in the scope of its protection to the above-listed insureds. All insurance shall be primary with respect to any insurance or self-insurance programs covering RDA,its officials,officers,employees and agents,and shall contain standard separation of insureds provisions. • 4.4 Certificates of Insurance. ATTORNEY shall, prior to commencement of the Services, furnish to RDA properly executed certificates of insurance,and certified copies of endorsements and policies,which shall clearly evidence all insurance required in this Section.ATTORNEY shall not allow such insurance to be canceled, expire or be materially reduced in coverage except on thirty(30)days prior written notice to RDA. • 4.5 Policy Endorsement. . The certificate of insurance must be accompanied by a Policy Endorsement verifying a change to the policy has occurred to additionally insure the RDA with reference to the contract: 4.6 Term of Coverage. • ATTORNEY shall maintain all insurance required by this Agreement from the time Services commence until Services are completed,except as may be otherwise required by this Article. ATTORNEY shall replace arty policies,certificates and endorsements for any insurance expiring prior to completion of the Services. . ' 4.7 Licensed Insurer. • ATTORNEY shall place all insurance with insurers having an A.M. Best Company rating of no less than A:ViEI and licensed to do business in California. ARTICLE V . • TERMINATION 5.1 Notice of Termination. Either party may, by written notice to the other,terminate this Agreement at any time and without cause by giving written notice of such termination to the other, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In the event of such termination by RDA,ATTORNEY shall discontinue all Services affected within seven(7)days of receipt of such notice, unless otherwise instructed by RDA in writing. 4 1281124v2A 80I67/0001 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first hereinabove written. C� TOWN OF TR.A CKEE REDEVELOPMENT AGENCY: �l DATED: • (0 A Tony La i1n;k, Executive Director APPR. E AS TO FORM DATED: 0? () &,(M J. i nis Crabb, Town Attorney - To of Truckee ATTORNEY: L DATED:J A•-• Z /v �—�. E - J� Ma er • • 7 1281124v2A 80167/0001 5.1.1 Termination For Convenience. • If termination is for the convenience of the RDA, ATTORNEY shall be paid for Services performed through the date of termination,upon receipt of written documentation by RDA. Such payment shall include a pro-rated amount of profit,if applicable, but no amount shall be paid for anticipated profit on unperformed services. 5.1.2 Termination for Cause. If termination is due to ATTORNEY's failure to fulfill its obligations under this Agreement, ATTORNEY shall be compensated for Services that have been completed and accepted by RDA. ATTORNEY shall be liable to RDA for any reasonable additional costs incurred in the revision of unsatisfactory work received from ATTORNEY, which at RDA's discretion must be revised, in part or in whole,to complete the Project. 5.2 Procurement of Similar Services. • In the event this Agreement is terminated in whole or in part as provided by this Article, RDA may procure,upon such terms and in such manner as it may determine appropriate,services similar to those terminated. 5.3 Work Product. If this agreement is terminated as provided in Section 5.1'of this Agreement,or at the time that ATTORNEY completes the work required under this Agreement, RDA may require ATTORNEY to provide all finished or unfinished documents, data, studies, drawings, reports, etc., prepared by ATTORNEY in connection with the performance of Services under this Agreement. • ARTICLE VI • GENERAL PROVISIONS . 6.1 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof,and supersedes all prior negotiations,understandings or agreements. This Agreement may • be modified only by a writing signed by both parties. . 6.2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties,and shall not be assigned by ATTORNEY without the prior written consent of RDA. 6.3 , Subcontracts. ATTORNEY shall not subcontract any portion of the work required by this Agreement without prior written approval of RDA. All approved subcontracts, if any, shall be accomplished by a written instrument. Such instrument shall contain an express assumption by the subcontractor of all conditions and terms and covenants contained in this Agreement. 5 1281124v2A 80167/0001 . 6.4 Equal Opportunity Employment. ATTORNEY represents that it is an equal opportunity employer and shall not discriminate • against an employee or applicant for employment with ATTORNEY on the basis of race, color, religion, national origin, ancestry, sex or age. 6.5 Attorney's Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suits. 6.6 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 6.7 Time of Essence. Time is of the essence for each and every provision of this Agreement 6.8 Right to Employ Other Consultants. RDA reserves the right to employ other consultants in connection with this Project. 6.9 Delivery of Notices. All notices permitted, or required under this Agreement, shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally,such notices may be given to the respective parties at the following address,or at such other address as the respective parties may provide in writing for this purpose: RDA: ATTORNEY: Town of Truckee Redevelopment Agency Affen-PC�� iCv 10183 Truckee Airport Road t, 9th Floor 7^'' :Truckee, CA 96161-3306 • Attn: Tony Lashbrook Attn• Brand o Ramiza,Esq. Executive Director • Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid, return receipt requested and addressed to the party at its applicable address. 6.10 Conflicts Waivers. in a large firm with multiple offices representing public and private clients,actual or possible conflicts sometimes arise between existing or potential clients. ATTORNEY may be required to ask for a conflict waiver in that event. ATTORNEY asks for RDA's understanding and cooperation if ATTORNEY requests a conflict waiver in order to undertake or continue representation of another client in a manner that will not be specifically detrimental or adverse to RDA in any matter in which ATTORNEY represents RDA. 6 1281124v2A 80167/0001 • Q10/7 "129-',114345 'r'�p� 9''?"7771 ("1'.0 IAstc p as E-tats ale_, a- /lcDsOccAiE-s Lia ass /. �lSr._Gtc�-�� 3 c,f,r.¢.�G�..PA_ ��- Pi) A - azevdc)7,_ i).61,,, teeedeet". 14) tri Quo 3 if2e-ti va..) ,t704--6.44e, gi2thro: fr-tea.4-e_> 4 PardeL-.e, Avev-cf- c‘ ,2„J cs: 4i/eAa4,. y 6"c,44 4-f6f0 AizQx/iir ao-tili/ -644) ttczov 8c/44-'(-4€40-u--e-tb- t.‘ tr iaz) 'Thitiatvytt ir4i- delce2eaz, <7-S art) TA-B\ 0fz. oA r R�occ2X44- Pz) ellb1"44*- r-e. U 4''7 veto _ Rro 0-L,ke er„�.� 12-D4 4-J 3- (_-Pf , • 7/)/c24.44t46 _ - cLeGe►,r-g J RCW a-4-1Z./ (,,)/tybf _ 4,'",tof 6-(4 LAj 64)7 ' a- _ ( • c ) 74D(A( ( 2e4c. — .fi( �a Z-'s e-0 Miro o _. — /l s--. c) i) 7-0-i-c--( x..4 74- .e,ra?__0_,(,) C-e5-2 7'-vil/ . c.e.e_. c=am L,e,,, 1-S0 0 o 1 IAR. ee.,4,,:o_Q._ Q--,y_Q4, I Tot pea-14.v : 4fr_i v 0° 4cc CIA/et,t Ain 71\ o u. i e4e--it)c-e-4-0 71% -rat-t3 /- • Twr✓ � ! ce-ifot-t-e!4) i CtLC9+' 4!,2S'-r erLi GI;# C wL �.. v7 .5eia 7)ta ae(iKcie- a ) er.) ic-671-t &twee4.4.€-,e ,e/1.7 417,1 r4 s , , � � 7Z/.‘46 eeeA4 yb-7AW/A A,tged4t1W_ce_ 114ee*r✓ q Dpi ! eZIA& m.a> • 04 ,e �v�u�- ,�,.�7T-✓' �i �P , C�oid ,`(2‘.g..2 G[71/1/1 - L60 6.0 /-et) &0-,,t/Le/)</ ' r ,L(›Ca 6) 6t).e,GC414, y -'— f . ) Cvu)4z.0.- `Kic,1412. 0 d-� �cn../�-�I�✓ e? 6 d, 66 &a"- (-0. de-c,9kAtL-cco.14,—'74(- C�Q�-✓ v,J (L-e)+S'a s bpi- ilete9C'.o2cP t.kiz u 7 Gcl‘c,) .• LvL Go _&c1 qy gvr! 0-4) CiUd ct,✓cu.�.J7 ^� ) -744 Di(�t�lc�� o-J 41'94)44.Q-- �- � , v6v cL WSIcArL., -91/1d- ZAQ--da,71z-t).& d-ce9-Oveir-74 A- . 4// 2 �/ �a G ti / ta-egi9 �4 Bonnie Thompson From: Bonnie Thompson Sent: Monday, July 26, 2010 4:28 PM To: 'dfraser@surewest.net; 'jwang@orrick.com; 'iyang@mhalaw.com; 'dennis.J.McGuire@pjc.com' Cc: Kim Szczurek;Alex Terrazas; Dennis Crabb Subject: Redevelopment Plan Amendment Dennis Crabb would like to set up a conference call on Friday August 6th to discuss the redevelopment plan amendment. Morning or early afternoon would work best on our end, and I would like to tentatively suggest 10:00 am if that works with everyone's schedules. Please advise me of your availability. Thank you, Bonnie Thompson Administrative Secretary Town of Truckee (530)582-2464 bthompsontownoftruckee.com 1 Bonnie Thompson From: Bonnie Thompson Sent: Monday, July 26, 2010 10:44 AM To: 'dfraser@surewest.net' Cc: Dennis Crabb Subject: RE: Plan Amendment Attachments: FINAL RDA Impl Plan-July15,2010.doc; Land Use Buildout.pdf Mr. Fraser, Per your request, a word version of the 5 year Implementation Plan that was approved by Council on July 15, 2010 is attached. After consulting with one of our planners I have also attached a chart for the land use buildout from the Downtown Specific Plan. If this is not what you are looking for, or you need all of volume 2, please let me know. Thank you, Bonnie Thompson Administrative Secretary Town of Truckee (530) 582-2464 bthompsontownoftruckee.com From: Dennis Crabb Sent: Tuesday,July 20, 2010 4:51 PM To: Bonnie Thompson Subject: FW: Plan Amendment Hi Bonnie When you get back can you dig this up for Don and send it to him? Dennis From: Don Fraser [mailto:dfraser@surewest.net] Sent:Tuesday,July 20, 2010 3:54 PM To: Dennis Crabb; Alex Terrazas Cc: Iris Yang Subject: Re: Plan Amendment One last item. I wanted to get a copy of the land use buildout contained in the Downtown Specific Plan (mentioned as Volume 2 in the EIR). I plan to set the bond cap in part based on capacity from future tax increment generation, and need build out numbers to do this. Original Message FFrom: Dennis=Crabb _ ' � e. °.7 ir, , .K, w.'"�, F . . - . - 1 To: Don Fraser; Alex Terrazas Cc: Iris Yang Sent: Tuesday, July 20, 2010 11:29 AM Subject: RE: Plan Amendment Hi Don When Bonnie gets back next week she will coordinate a conference call. In the meantime Iris needs to give the RDA a proposal with cost to do the work with you as a sub to MHA so budget adjustments can be made. I don't think anyone here has talked about extending condemnation authority, which is likely to be a big deal with the legislative body given 1 r i the upcoming local elections. I assume the community development department staff can and will do a negative declaration. Dennis From: Don Fraser [mailto:dfraser@surewest.net] Sent: Tuesday, July 20, 2010 11:11 AM To: Dennis Crabb; Alex Terrazas Cc: Iris Yang Subject: Plan Amendment Dennis/Alex Iris and I have started on the Plan Amendment to fix,the bond cap. It would be helpful to me if one of you could send me the latest Imp Plan draft in word format so that I can utilize parts of it in the Preliminary Report. The Report is scheduled to be approved by the Board on Sept 2. When do you need a draft by? Depending on when you need the draft, I may need to push the Sept 2 date back a few weeks. Other issues that have come up which we need to discuss: 1. We need a Neg Dec done. Who at the Town can prepare this? 2. Eminent domain authority expires in Sept 2010. Do you want to extend as part of this process? Perhaps we need a touch base conference call soon to coordinate. Don 2 Bonnie Thompson From: Dennis Crabb Sent: Tuesday, July 20, 2010 4:51 PM To: Bonnie Thompson Subject: FW: Plan Amendment Follow Up Flag: Follow up Flag Status: Flagged Hi Bonnie When you get back can you dig this up for Don and send it to him? Dennis From: Don Fraser [mailto:dfraser@surewest.net] Sent: Tuesday, July 20, 2010 3:54 PM To: Dennis Crabb; Alex Terrazas Cc: Iris Yang Subject: Re: Plan Amendment One last item. I wanted to get a copy of the land use buildout contained in the Downtown Specific Plan (mentioned as Volume 2 in the EIR). I plan to set the bond cap in part based on capacity from future tax increment generation, and need build out numbers to do this. Original Message Frorn;wDennis Crabb; "°„ . v_ To: Don Fraser;Alex Terrazas Cc: Iris Yang Sent: Tuesday, July 20, 2010 11:29 AM Subject: RE: Plan Amendment Hi Don When Bonnie gets back next week she will coordinate a conference call. In the meantime Iris needs to give the RDA a proposal with cost to do the work with you as a sub to MHA so budget adjustments can be made. I don't think anyone here has talked about extending condemnation authority, which is likely to be a big deal with the legislative body given the upcoming local elections. I assume the community development department staff can and will do a negative declaration. Dennis From: Don Fraser [mailto:dfraser©surewest.net] Sent: Tuesday,July 20, 2010 11:11 AM To: Dennis Crabb; Alex Terrazas Cc: Iris Yang Subject: Plan Amendment Dennis/Alex Iris and I have started on the Plan Amendment to fix the bond cap. It would be helpful to me if one of you could send me the latest Imp Plan draft in word format so that I can utilize parts of it in the Preliminary Report. The Report is scheduled to be approved by the Board on Sept 2. When do you need a draft by? Depending on when you need the draft, I may need to push the Sept 2 date back a few weeks. 1 Other issues that have come up which we need to discuss: 1. We need a Neg Dec done. Who at the Town can prepare this? 2. Eminent domain authority expires in Sept 2010. Do you want to extend as part of this process? Perhaps we need a touch base conference call soon to coordinate. Don r 2 • • , Bonnie Thompson From: Dennis Crabb Sent: Friday, July 02, 2010 10:55 AM To: Bonnie Thompson; Judy Price Subject: FW: Server project justification FYI Dennis From: Dennis Crabb Sent: Friday,July 02, 2010 10:54 AM To: Corey Bibolet Cc: Kim Szczurek Subject: RE: Server project justification Cory After looking at this more closely a sole source designation would not be my first choice as a way to proceed. As I understand it, the necessary"hardware"can be purchased from a variety of sources at a standard government price. The contract,which is about$70,000 is really for consulting or professional services necessary to installation. The better approach, in my view, is to the arrangement as a professional or consulting services contract which is exempt from the purchasing process under Section 3.12.290 of the Town Code. Additional justification is that there was a previous proposal process and J4 was the least expensive by$9,000 and would be the least cost again since any new vendor would have to learn and validate the work already done before it could proceed with installation. If that could be verified by contacting the other vendor that proposed that would be helpful. This logic, or some version there of will need to be included in the staff report to the Council and a consulting services contract will need to be prepared for the Council packet. Let me know if you need anything else. • Dennis From: Corey Bibolet Sent: Tuesday,June 29, 2010 4:02 PM To: Dennis Crabb Subject: Server project justification Dennis, Attached is my rough "memo" about the justification to go with J4 Systems for the server project.This is an approximately$65,000 server refresh project. Corey Bibolet Information Technology Coordinator Town of Truckee Phone: 530-582-2912 Cell: 530-277-1126 cbiboletPtownoftruckee.com 1 Bonnie Thompson From: Bonnie Thompson Sent: Thursday, July 08, 2010 3:59 PM To: 'dfraser@surewest.net; 'iyang@mhalaw.com' Cc: Dennis Crabb Subject: Truckee Redevelopment Documents Dear Mr. Fraser and Ms. Yang, Dennis Crabb has asked me to send you the Town of Truckee's documents regarding the Redevelopment Plan. Because the documents are too large to email, I have created an FTP site for easier document transmission. If you unfamiliar with using an FTP site, you must access the FTP site using Windows Explorer and NOT Internet Explorer. Thus, on your computer you would click on My Documents and type the follow address into the address bar at the top. Address: ftp://totruckee.info/legal User Name: town/ftp1 Password: ftp123 You will not be able to open the documents directly from the FTP site. For each document, you need to right click on the document then left click on copy then paste on your machine. Please let me know if there is anything else I can help you with or if you are unable to access any of the documents. Thank you, Bonnie Thompson Administrative Secretary Town of Truckee (530)582-2464 bthompson(a townoftruckee.com 1 , Dennis.).McGuire@pjc.com �%l l �(` „ — (, 11 GI ,� 36 Q ` � )r C v---- ' \4-- r6C) Fraser&Associates 0 225 Holmfirth Court 1 0 Roseville, CA 95661 110 0C 1 0 Phone: (916) 791-8958 Email: dfraser©surewest.net 0( C-Ct John Y.Wang (7`D-- ,e Partner ' Orrick, Herrington &Sutcliffe LLP q) ‘. O 6 405 Howard Street ' DCS San Francisco, CA 94105 - `�b Ph: (415) 773-5993 \ ��}} '__ _ Email: iwanq(a�orrick.com le G c D `'l - J Fax: (415)773-5759 ) Iris P. Yang, Esq. McDonough Holland&Allen PC 500 Capitol Mall,18th Floor ocA (46 � Sacramento,CA 95814 ` Tel: 91 44 0 6 !�L -3900 / Fax:916 444-3826 ` Mobile: 916 496-0578 qt(0--'3D ^ L -7 CP Ivan iimhalaw corn Bonnie Thompson From: Dennis Crabb , Sent: Wednesday, June 23, 2010 10:36 AM To: Alex Terrazas; Kim Szczurek Cc: Bonnie Thompson Subject: FW: Categories: Monthly Not exactly what I wanted to hear, but Iris is probably correct. I will do a little more research between now and Monday and then we need to put together a conference call with all of the folks to get a plan. How about Thursday the 1st in the morning sometime? Dennis - • From: Iris Yang [mailto:iyang@mhalaw.com] Sent:Tue 6/22/2010 10:39 AM To: Dennis Crabb Subject: Hi Dennis: Per our conversation last week about the Redevelopment Plan-- Since the Redevelopment Plan was adopted post AB 1290 , it was not required to contain a limit on the total tax increment the agency could receive. However, that being said, I think it is risky to characterize the tax increment cap in the plan as a clerical error, and that the plan should be amended to eliminate this provision. If the Town wanted to issue bonds, bond counsel would"probably require a legal opinion that the inclusion of that provision was simply a clerical error, and I don't think anyone would feel comfortable providing that opinion. However, I do think the amendment process can be significantly shortened and would not require hiring any outside consultants if that were the only change. You would not need an EIR, the reports could be pretty short, and hopefully it would be under the radar screen of the taxing agencies. Please let me know if you want to discuss this further. Iris Iris P. yang, Esq. McDonough Holland&Allen PC 500 Capitol Mall,18th Floor Sacramento,CA 95814 Tel: 916 444-3900 Fax.916 444-3826 Mobile: 916 496-0578 iyanq a(�.mhalaw coal Confidentiality Notice: This communication and any accompanying document(s)are confidential and pnvileged. They are intended for the sole use of the addressee. If you receive this transmission in error,you are advised that any disclosure,copying,distnbution,or the taking of any action in reliance upon the communication is strictly prohibited. Moreover,any such inadvertent disclosure shall not compromise or waive the attomey-client pnvilege as to this communication. If you have received this communication in error,please contact our IT Department by email at helpdeskAmhalaw.com,or by telephone at(916) 444-3900. Thank you. 1