City Council
Cody Bass, Mayor
Scott Robbins, Councilmember
David Jinkens, Councilmember
Keith Roberts, Councilmember
Heather Horgan, Councilmember
Mission of the City Council
We provide responsive and effective local
government by maintaining a safe, livable, and
well-managed city through smart investment,
reliable services, and thoughtful planning.
City of South Lake Tahoe
City Council
Meeting Agenda
Tuesday, January 13, 2026 at 9:00 am
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe Public Participation
City Council meetings are held in person at the time and location listed on this agenda. Meetings are live-streamed on Channel 21, City website at www.cityofslt.us, YouTube at https://www.youtube.com/channel/UC3LYne8Ih-kTPLnnuyJW9SQ/live and via ZOOM at this link: https://us02web.zoom.us/j/81095368650
A public agenda packet is available for review at City Hall, 1901 Lisa Maloff Way, on the City’s Website at www.cityofslt.us, or by contacting the City Clerk's Office, (530) 542-6005 or [email protected] Providing Public Comment:
In Person: Every agenda for regular meetings provides an opportunity for members of the public to directly address the legislative body (City Council), on any item of public interest which is within the jurisdiction of the City Council during Public Communications. For items on the agenda or in connection with any item which the City Council will consider, the public is given the opportunity to comment before or during the City Council's consideration of the item [Government Code Section 54954.3(a)].
Remote Participation: If you are joining the meeting via ZOOM and would like to make a comment, press the "raise a hand" button. If you are joining the meeting via Channel 21 or live stream and would like to make a comment, please call (530) 542-6500. The meeting ID is: 810 9536 8650. Press *9 to indicate a desire to make a comment. Press *6 to unmute your phone. The Clerk will call you by the last three digits of your phone number when it is your turn to speak. Note: The Mayor reserves the right to conduct the meeting with in-person public participation only, if there is a technology malfunction that precludes the use of remote public participation.
In Writing: Written comments received by 3 p.m. the day before the meeting will be distributed to City Council prior to the meeting. Written public comment regarding any item on this agenda may be sent to 1 1. 2026 Mayor and Mayor Pro Tem Selection
[email protected]. When emailing comments, identify the agenda item number in the subject line to which your comments relate. Any such comment that is a public record and is emailed to [email protected] or otherwise provided to a majority of the City Council before the meeting will be made available for public inspection during normal business hours at the City Clerk's Office located at City Hall, 1901 Lisa Maloff Way, South Lake Tahoe [Government Code Section 54957.5(b)]. Written comments will not be read out loud during the meeting.
The City Council Chambers meeting facility is accessible to people with disabilities. Every reasonable effort will be made to accommodate any person needing special assistance to attend this meeting.
Contact the City Clerk at (530) 542-6005 at least 48 hours in advance of the meeting for assistance [28 CFR 35.102.35.104 ADA Title II and Brown Act Government Code Sections 54953.2, 54954.1, 54954.2, and 54957.5].
Spanish Interpretations: The public may access Spanish interpretation using the ZOOM link listed on the front of the agenda from an internet device (smartphone, laptop, tablet, home computer) with audio capabilities and selecting the Spanish language option. Persons without an internet device may attend the meeting in-person and a device will be provided while supplies last. Requests for interpreter services to offer public comment may be made by contacting the City Clerk.
Land Acknowledgement
Land Acknowledgement - The City of South Lake Tahoe acknowledges the lands we occupy today are the lands and home of the Wašíšiw, the people from here known today as the Washoe Tribe of Nevada and California, a sovereign nation. Since the beginning of time and for thousands of years before the arrival of any other people, the Washoe lived here and cared for this place, with values and intention that we can all learn from. On behalf of the City Council, I would like to acknowledge, thank, and honor the Indigenous Washoe Tribal Communities that are the past, present, and future stewards of the Lake Tahoe Basin.
Call to Order/Pledge of Allegiance
Roll Call
Closed Session Report
Public Communications
This is the public's opportunity to speak on any topic NOT LISTED on this agenda. Comments shall be limited to four (4) minutes. In accordance with the Brown Act, the City Council cannot deliberate or vote on any matter raised under public communications, but may briefly respond to statements made or questions posed. (Government Code Sections 54954.2)
City Commission Reports
Reorganization of the City Council
Requested Action / Suggested Motions: Pass a Motion selecting a Mayor and Mayor Pro Tem for the year 2026.
Responsible Staff Member(s): Susan Blankenship, City Clerk Item 1- Executive Summary.pdf
01-Staff Report - Mayor and Mayor Pro Tem Selection
Consent Agenda
Public Comment - This is the public's opportunity to speak on any topic listed on the Consent Agenda.
Comments shall be limited to three (3) minutes per item and six (6) minutes total per speaker.
The consent agenda consists of items of a repeating or routine nature considered under a single action.
Any Councilmember may have an item on the consent agenda removed and considered separately upon 2 2. City Council Meeting Minutes
3. Agreement with the Tahoe Resource Conservation District for General Forestry Services for Fuels Reduction Projects
4. Data Sharing Agreement with Xylo Risk, Inc. (XyloPlan) for Tahoe Fund Smart Community Pilot Project
5. Right of Entry Agreement with El Dorado County and Lake Valley Fire Protection District for Fuels Reduction work on County-Owned Properties
6. Self Contained Breathing Apparatus (SCBA) Purchase
7. Fire Department Purchase of Three Light Duty Vehicles request.
Pass a Motion to adopt the Consent Agenda in one motion except as indicated at each item.
Requested Action / Suggested Motions: Pass a Motion approving the minutes from the December 9, 2025, City Council meeting.
Responsible Staff Member(s): Michelle Davis, Assistant City Clerk and Susan Blankenship, City Clerk
Item 2- Executive Summary.pdf
12 09 2025 City Council Meeting Minutes.pdf
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute an agreement with the Tahoe Resource Conservation District for General Forestry Services for fuels reduction projects within the South Shore of Lake Tahoe.
Responsible Staff Member(s): Jay Manning, Division Chief Item 3- Executive Summary.pdf
01-Staff Report- Agreement with TRCD for Fuels Reduction 02-Agreement with TRCD for Fuels Reduction
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute Data Sharing Agreement with XyloPlan for Tahoe Fund Fire Smart Community Pilot Project.
Responsible Staff Member(s): Jay Manning, Division Chief Item 4- Executive Summary.pdf
01-Staff Report - Xylo Plan Data Agreement.docx
02-Agreement with Xylo Risk
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute a Right of Entry Agreement between El Dorado County, the City of South Lake Tahoe, and Lake Valley Fire Protection District for Fuels Reduction work on County-owned properties.
CEQA Determination: This action is categorically exempt under CEQA Guidelines section 15304(i) (minor alterations to land).
Responsible Staff Member(s): Jay Manning, Division Chief Item 5- Executive Summary.pdf
01-Staff Report - Right of Entry Agreement with EDC and LVFPD.docx 02-Right of Entry Agreement.pdf
Requested Action / Suggested Motions: Pass a Motion authorizing the City Manager to execute a Purchase Order for the purchase of new SCBA inventory from ALL STAR Fire Equipment for an amount not to exceed $361,799.51.
Responsible Staff Member(s): Jim Drennan, Fire Chief
Item 6- Executive Summary.pdf
01-Staff_Report_SCBA Purchase_final.docx
02-SCBA Purchase Quote.pdf
03-State_Contract_Language.pdf
3 8. Authorization to Purchase Two Community Service Officers Vehicles from Champion Chevrolet
9. Grant Application to California Office of Traffic Safety for Special Enforcement of Traffic and Alcohol-Related Crimes
10. Funding Transfer for Upper Truckee River Bridge Pier Protection Design Services
11. Reimbursement Agreement with Southwest Gas
Requested Action / Suggested Motions: Pass a Motion authorizing the City Manager to execute a Purchase Order for three (3) Chevrolet Silverado 1500 PPV pickup trucks from Champion Chevrolet, for an amount not to exceed $162,255.84.
Responsible Staff Member(s): Jim Drennan, Fire Chief
Item 7- Executive Summary.pdf
01-Staff Report - Light Duty Trucks.docx
02-Bid Summary Fire Department.pdf
Requested Action / Suggested Motions: Pass a Motion authorizing the purchase of two 2026 Chevy Silverado 4WD pickups from Champion Chevrolet, using existing budget up to $101,766.60 and authorize the City Manager to execute the Purchase Order to Champion Chevrolet.
Responsible Staff Member(s): LT. Scott Crivelli
Item 8- Executive Summary.pdf
01-Staff Report-CSO Vehicle Purchase
02 - CSO Silverado Spec Sheet.pdf
03 - CSO SIlverado Planet Bid.pdf
04 - Silverado Invoice #1.pdf
05 - Silverado Invoice #2.pdf
Requested Action / Suggested Motions: Pass a Resolution authorizing the Chief of Police to submit a grant application to the California Office of Traffic Safety for special enforcement of traffic and alcohol-related crimes, running of DUI checkpoints, and press releases, up to $100,000.00. Grant funds will be used to carry out enforcement related to a host of traffic and criminal violations in our community including, but not limited to, DUI enforcement, seatbelt violations, motorcycle, bicycle, and pedestrian details. It will also be used for in-state travel for related trainings, and to purchase supplies and equipment.
Responsible Staff Member(s): Lt. Doug Sentell
Item 9- Executive Summary.pdf
01-Staff Report-Office of Traffic Safety Grant Application 02-Resolution - Office of Traffic Safety Grant Application Requested Action / Suggested Motions: Pass a Resolution authorizing the Transfer of $58,500 from General Fund Engineering Account to the new Upper Truckee River Bridge Pier Protection Capital Project Account
CEQA Determination: This action is categorically exempt under CEQA Guidelines section 15301(c)- (d) (existing facilities).
Responsible Staff Member(s): Cameron Grant, Engineer Technician Item 10- Executive Summary.pdf
01-Staff_Report_Upper_Truckee_Bridge_Pier_Protection .docx 02-Resolution_Upper_Truckee_Bridge_Pier_Protection.docx Requested Action / Suggested Motions: Pass a Resolution authorizing and directing the Mayor to execute a reimbursement agreement with Southwest Gas for their 2025 construction project in the Tahoe Keys neighborhood and amending the Street Overlay Program account (301-50005) by appropriating $321,964.10 in paving funds from Southwest Gas into revenue code 34415 and expense code 48030 for the purpose of funding the Road Rehabilitation Projects.
Responsible Staff Member(s): Stephen Anderjack, Project Manager Item 11- Executive Summary.pdf
01-Staff Report - Southwest Gas Reimbursement Agreement.docx 02-SWG Reimbursement Agreement (Exh. A to Reso)
4 12. Amended and Restated Purchase and Sale Agreement with NDC Lake Tahoe, LP for Affordable Housing Project at 3900-3908 Lake Tahoe Boulevard
13. Shelter Pass Program
14. Reimbursement Agreement with South Tahoe Transit Joint Powers Authority 03-Resolution Approving Reimbursement Agreement with Southwest Gas Regular-Unfinished Business
Requested Action / Suggested Motions: City Council is asked to either: (1)(a) Pass a Resolution authorizing the Finance Director to appropriate $1,000,000 from the General Fund Undesignated Excess Reserves into the expense budget line item for the donation to NDC Lake Tahoe, LP for the purchase of the property at 3900-3908 Lake Tahoe Boulevard; and (b) Pass a Motion authorizing and directing the Mayor to execute the Amended and Restated Purchase and Sale Agreement Amendment with NDC Lake Tahoe, LP; or (2) Pass a Motion granting a one-year extension on the closing deadline under the current Purchase and Sale Agreement to January 18, 2027.
CEQA Determination: This project is statutorily exempt from CEQA under Senate Bill 35.
Responsible Staff Member(s): Jessica Wackenhut Lomeli, Housing Manager and Crystal Plotner, Assistant Housing Planner
Item 12- Executive Summary.pdf
01-Staff Report - Amended and Restated Agreement with Novin.docx 02-Novin Timeline Letter.pdf
03-Resolution - Budget Appropriation 3900 LTB.docx
04 - Amended and Restated Purchase and Sale Agreement.pdf 05- C-240-2023 Agreement of Purchase and Sale of 3900 and 3908 LTB.pdf 06 - Predevelopment Loan Agreement signed 5.7.24.pdf
07- First Amendment to Predevelopment Loan Agreement.pdf 08 - 3900 Lake Tahoe Blvd Renderings for Phase 1.pdf
Requested Action / Suggested Motions: 1) Pass a Resolution approving the Program Guidelines, directing staff to establish the Shelter Pass Program, and approving budget appropriation of $80,000 from El Dorado County Opportunity Knocks Continuum of Care and $15,000 from General Fund Undesignated Excess Reserves; 2) Pass a Resolution ratifying the grant application and authorizing the City Manager to enter into agreement with the California Department of Housing and Community Development, Homeless Housing, Assistance and Prevention (HHAP) for receipt of grant funding through El Dorado County; and 3) Pass a Motion authorizing and directing the Mayor to execute the Subrecipient Agreement with Tahoe Coalition for the Homeless.
Responsible Staff Member(s): Jeff Roberson, Chief of Police and Jessica Wackenhut Lomeli, Housing Manager
Item 13- Executive Summary.pdf
01-Staff Report - Shelter Pass Program.docx
02-Resolution - Shelter Pass Program.docx
03- Shelter Pass Program Guidelines (Exh. A to Reso)
04-Resolution Ratifying Grant Application.docx
05-Grant Agreement (Exh. 1 to Reso).docx
06 - 2025 Winter Shelter LOI.pdf
07-Subrecipient Agreement with TCH.docx
Requested Action / Suggested Motions: (1) Pass a Resolution authorizing budget appropriations in an amount of either $51,551 (for the City's share) or $77,326 (for the entire budget request including the City's and El Dorado County's share) from General Fund Undesignated Excess Reserves for the South Tahoe Transit JPA FY 2025/2026 budget; and (2) Pass a Resolution authorizing and directing the Mayor to execute the Reimbursement Agreement for Managing Agency Services with South Tahoe Transit Joint Powers Authority; or pass a motion directing City staff to issue a Notice of Termination of the Joint Exercise of Powers Agreement for the South Tahoe Transit Joint Powers Authority.
5 15. 2026 City Council Meeting Schedule
16. City Council Assignments to Boards and Commissions
17. Update to City Council Protocols
18. Roles and Expectations of City Commissions, Boards, and Committees Responsible Staff Member(s): Hilary Roverud, Assistant City Manager Item 14- Executive Summary.pdf
01-Staff Report-Transit JPA Funding
02-C-262-2024 South Tahoe Transit JPA.pdf
03-Resolution_2025-006_Transit_JPA_Budget.pdf
04-JPA FY25-26 CSLT Contribution
05-Resolution - City Budget Appropriation.docx
06-Resolution - Full Budget Appropriation
07-Resolution_2025-007_Reimbursement_Agreement.pdf
08-Resolution - Reimbursement Agreement.docx
09-Reimbursment Agreement
Requested Action / Suggested Motions: City Council may either: 1) Pass a Resolution adopting changes to the 2026 City Council regular meeting schedule; or 2) make no changes.
Responsible Staff Member(s): Susan Blankenship, City Clerk Item 15- Executive Summary.pdf
01-Staff Report - 2026 City Council Meeting Schedule
02-Res 2025-095 City Council 2026 Meeting Schedule.pdf
03-Resolution - 2026 City Council Meeting Schedule
04-Exhibit A 2026 City Council Meeting Calendar.pdf
Requested Action / Suggested Motions: Discuss and select City Council appointment(s) to various Boards, Commissions, and Subcommittees. Council may also establish new subcommittees, such as an ad hoc Regional Housing Policy Subcommittee and ad hoc Sign Ordinance Subcommittee.
City Council is asked to: 1) Pass a Motion establishing any new subcommittees desired by City Council; 2) Pass a Motion approving City Council appointments to Boards, Commissions, and Subcommittees; and 3) Pass a Motion appointing a City Council Representative to each of the following: El Dorado County Commission on Aging (one-year term), and the El Dorado County Community Action Council (one-year term).
Responsible Staff Member(s): Susan Blankenship, City Clerk Item 16- Executive Summary.pdf
01-Staff Report-Assignments to Commissions and Boards
02-Draft 2026 Assignment list.docx
03-Notice of Solicitation - Council Representative
04-Messina Application
05-EDC CAC Late Application Gonzales.pdf
Requested Action / Suggested Motions: Pass a Motion approving amendments to City Council Protocols to: (1) update the regular meeting calendar; and (2) add a provision allowing remote participation as a reasonable accommodation for a disability. City Council may request additional changes to the City Council Protocols be brought forward at a future meeting.
Responsible Staff Member(s): Susan Blankenship, City Clerk Item 17- Executive Summary.pdf
01-Staff Report-Protocols 2026.docx
02-2026 City Council Protocols (redline)
Regular-New Business
Requested Action / Suggested Motions: City Council is asked to either: 1) Pass a Motion providing direction to the City Clerk on potential changes to the existing resolution regarding City Commissions, Boards & Committees, for adoption at a future meeting; or, 2) take no action. 6 19. Citizen Appointments to City Boards and Commissions
20. Consideration of 2026 Paving Program Options – Johnson Boulevard with James & Eloise Neighborhood or Al Tahoe Neighborhood
21. Agreement with Stantec Consulting Services, Inc. for Design and Permitting Services for El Dorado Responsible Staff Member(s): Susan Blankenship, City Clerk Item 18- Executive Summary.pdf
01-Staff Report - City Commissions, Boards, and Committee Roles Strategic Priority Discussion.docx
02-Resolution 2024-016 City Commissions and Boards Structure.pdf Requested Action / Suggested Motions: Pass a Motion appointing: three (3) members to serve a two-year term on the Parks and Recreation Commission; two (2) members to serve a two-year term and one (1) member to serve a limited one-year term on the Planning Commission; two (2) at-large members to serve a two-year term, and one (1) non-voting representative (LTVA or Lodging Association) to serve a two-year term on the Arts, Culture, and Tourism Commission; two (2) members to serve two-year terms and one (1) member to serve a limited one-year term on the Police Advisory Commission; one (1) member to serve a limited one-year term on the Independent Citizens' Oversight Board (Measure P); and, directing the City Clerk to continue to solicit applications to fill vacancies.
Responsible Staff Member(s): Michelle Davis, Assistant City Clerk Item 19- Executive Summary.pdf
01- Staff Report-Citizen Appointments to City Boards and Commissions.docx 02- Commission Solicitation 2026.pdf
01 06 2026 Maddy Act List.pdf
Costigan- Parks and Rec Commission_Redacted.pdf
Gregorich- Parks and Rec Commission_Redacted.pdf
Bindel- Parks and Rec Commission_Redacted.pdf
Lucksinger- Planning Commission_Redacted.pdf
Gonzales- Planning Commission_Redacted.pdf
Gonzalez- Planning Commission_Redacted.pdf
Feiger- Planning Commission_Redacted.pdf
Manfredi- Planning Commission_Redacted.pdf
Morali- ACT Commission_Redacted.pdf
Muat- ACT Commission_Redacted.pdf
Gonzales- ACT Commission_Redacted.pdf
Kohl- ACT Commission_Redacted.pdf
Rebrovich- Arts, Culture, and Tourism Commission (Late Submission)_Redacted.pdf Messina- Police Advisory Commission_Redacted.pdf
Sheff- Police Advisory Commission_Redacted.pdf
Gonzales- Police Advisory Commission_Redacted.pdf
Manfredi- Police Advisory Commission_Redacted.pdf
Asbury- Police Advisory Commission_Redacted.pdf
Weiss- ICOC_Redacted.pdf
Manfredi- ICOC_Redacted.pdf
Requested Action / Suggested Motions: Pass a Motion selecting paving program: Option 1:
Johnson Blvd. and James & Eloise Neighborhood; or Option 2: Johnson Blvd. and Al Tahoe Neighborhood.
CEQA Determination: This action is categorically exempt under CEQA Guidelines section 15301 (existing facilities).
Responsible Staff Member(s): Stephen Anderjack, Project Manager Item 20- Executive Summary.pdf
01-Staff Report - Road Rehab Options.docx
02 - 2026 Presentation.pptx
7 Beach Revetment and Improvements Project
22. Agenda Planning Calendar
Requested Action / Suggested Motions: 1) Pass a Motion authorizing and directing the Mayor to execute a Professional Services Agreement with Stantec Consulting Services, Inc. for Phase 1 services for the El Dorado Beach Revetment and Improvements Project for a not-to-exceed amount of $149,971; and 2) Pass a Motion directing staff to pursue planning, design, and permitting for preferred interim and permanent priorities for El Dorado Beach (structural protection of Lakeview Commons only or structural protection of Lakeview Commons and preservation of the beach).
CEQA Determination: This action is statutorily exempt under CEQA Guidelines 15262 (Feasibility and Planning Studies).
Responsible Staff Member(s): Brianna Greenlaw, Associate Civil Engineer Item 21- Executive Summary.pdf
01 - Staff Report - El Dorado Beach PSA.docx
02 - Presentation.pptx
03 - PSA Stantec Phase 1.pdf
Agenda Planning Calendar
Requested Action / Suggested Motions: Identify, with consent of at least two Council Members, any desired future agenda items, and/or modify the Agenda Planning Calendar as desired.
Responsible Staff Member(s): Susan Blankenship, City Clerk, and Joseph Irvin, City Manager Item 22- Executive Summary.pdf
APC 01 08 2026.pdf
Updates and Announcements (City Attorney, City Clerk, City Manager) Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions
Adjournment
I, Susan Blankenship, City Clerk for the City of South Lake Tahoe, declare that the foregoing agenda for the Tuesday January 13, 2026, City Council meeting was posted and available for review on Thursday, January 8, 2026, at City Hall, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150. The agenda was also available on the City website at https://www.cityofslt.us.
Signed January 8, 2026
\\sb\\ Susan Blankenship, Elected City Clerk
8 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:1
Agenda Item: 2026 Mayor and Mayor Pro Tem Selection
Executive Summary: At the meeting on December 9, 2025, City Council passed a motion by a vote of 5-0 to continue this item to January 13 and have Mayor Bass continue as mayor until that time. The Mayor and Mayor Pro Tem shall serve a (1) one-year term of office. Pursuant to City Code section
2.05.050(A) and City Council Protocols VII (1) the City Council shall, at its first meeting, select a mayor and mayor pro tempore. The newly selected Mayor and Mayor Pro Tem will commence their terms of office immediately.
Requested Action / Suggested Motions: Pass a Motion selecting a Mayor and Mayor Pro Tem for the year 2026.
Responsible Staff Member: Susan Blankenship, City Clerk Reviewed and Approved By: Heather Stroud, City Attorney Attachments:
01-Staff Report - Mayor and Mayor Pro Tem Selection
9 Council Agenda Report January 13, 2026 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: 2026 Mayor and Mayor Pro Tem
Selection Location: Citywide
Responsible Staff Member: Susan Blankenship, City Clerk Background: This Item was postponed from the December 9, 2025, meeting.
In accordance with South Lake Tahoe City Code section 2.05.050(A) and City Council Protocol VII(1) Mayor and Mayor Pro Tem Term of Office, at its first meeting the City Council shall select a Mayor and Mayor Pro Tem. The Mayor’s duties under the South Lake Tahoe City Code and City Council Protocols include presiding over and facilitating discussion at City Council meetings, signing written contracts and instruments, and acting as the City Council’s ceremonial representative at public events and functions. The Mayor Pro Tem assumes the Mayor’s responsibilities in the Mayor’s absence.
Issue and Discussion: The City Council is asked to deliberate and pass a Motion selecting a Mayor and Mayor Pro Tem for 2026.
Financial Implications: There are no financial obligations associated with this action.
Environmental Considerations: The selection of Mayor and Mayor Pro Tem is not a project requiring environmental review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(5) (organizational or administrative activities that will not result in direct or indirect physical changes to the environment).
Policy Implications: The selection of a Mayor and Mayor Pro Tem conforms to City Code and Protocols.
The newly selected Mayor and Mayor Pro Tem will commence their terms of office immediately. 10 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:2
Agenda Item: City Council Meeting Minutes
Executive Summary: City Council are asked to formally approve the December 9, 2025 meeting minutes.
Requested Action / Suggested Motions: Pass a Motion approving the minutes from the December 9, 2025, City Council meeting.
Responsible Staff Member: Michelle Davis, Assistant City Clerk and Susan Blankenship, City Clerk Reviewed and Approved By: Heather Stroud, City Attorney Attachments:
12 09 2025 City Council Meeting Minutes.pdf
11 City of South Lake Tahoe City Council and South Tahoe Redevelopment Successor Agency
Meeting Minutes
December 9, 2025 at 5:30 pm
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council member discussions on Regular Session meeting items can be viewed in archived video recordings on the City’s website at http://www.cityofslt.us Public submittals on items are retained in the administrative record and can be viewed in the City Clerk’s repository at http://www.cityofslt.us
Land Acknowledgement
Mayor Bass read the Washoe Trible Land Acknowledgement.
Call to Order/Pledge of Allegiance
Mayor Bass called the meeting to order at 5:31 p.m. and then led the pledge of allegiance.
Roll Call
Present were Mayor Bass, and Councilmembers Robbins, Jinkens, and Roberts Also present were City Manager Irvin, City Attorney Stroud, and City Clerk Blankenship.
Closed Session Report
Update from December 9, 2025, Closed Session Meeting
1. Conference with Legal Counsel – Anticipated Litigation, Significant Exposure to Litigation Government Code section 54956.9(d)(2) Regarding Liability Claim from Chris Fanini Regarding Partial Refund of Inclusionary Housing Ordinance In-Lieu Fee Action: No reportable action.
2. Conference with Legal Counsel – Existing Litigation – Government Code section 54956.9(d)(1)
Case: Leslie Asbury v. City of South Lake Tahoe, Workers Compensation Appeals Board Case No. ADJ18872105.
Action: No reportable action.
Public Communications
1. Lou Perini- Need for Measure T to go back on the ballot, American Legion Sees Candy sales
2. Larry Pedigo- Councilmember Jinkens serving as City Manager during “hole in the ground” creation, pledge of allegiance importance
City Commission Reports
None.
12 Reorganization of City Council
1. City Council Vacancy
Action: Moved/Seconded: Roberts/Robbins
Action: Passed Motion 2025-117 appointing Heather Horgan to fill vacancy.
Yes: Robbins, Jinkens, Roberts
No: Bass Public Comment was heard from the following people:
1) Larry Pedigo
2) Heather Horgan, City Council Applicant
3) Erika Gonzalez, City Council Applicant
4) Melissa Soderston, City Council Applicant
5) Karen Steel
6) Coleen Bye
7) Bob Poet
8) Peter Fink, City Council Applicant
9) Ed Mosur
10) Bobby Gonzales, City Council Applicant
11) Hailey Mitchell
12) Aimi Xistra- Rich, City Council Applicant
13) Catherine
14) Judi Allen
15)John Messina
16) Erick Asbury
17) Allen Miller
Written Public Comment was heard from the following people:
1) Jarrad Andrews
2) Lauren Ashton
3) Owen Avila
4) Kristina Booska
5) Taylor Cole
6) Hailey Copp
7) Erin Donnelly
8) Miriam Dorsett
9) Kimberly Elsaesser
10) Josh Emilson
11) Lily Erwin
12) Tanya Fairclough
13) Michelle Flores
14) Jayme Forman
15) John Garcia
16) Rob Giustina
17) Leo Grover
18) Liz Hallen
19) Kevin Hubbert
20) Kristiana Livas
21) Maria Louvier
22) Alexandrea Maselli
23) Kayla Mays
24) Megham McFarlin
25) Sarah Metzler
26) Andrea Meyer
27) Patricia Paulin
28) Deon Pearson
29) Carl Ribaudo
30) Mils Rich
31) Daniel Rich
32) Saul Rodriguez
33) Martin Rubio 13
34) Martha Schoenfeld
35) Marcia Schultz
36) Iain Sievwright
37) Caitlin Thomson
38) Scott Threlkeld
39) Samantha Turle
40) Ayden Williamson
Note: Heather Horgan was sworn into office by City Clerk Blankenship and assumed office.
2. 2026 Mayor and Mayor Pro Tem Selection
Action: Moved/Seconded: Horgan/Bass
Yes: Bass, Horgan
No: Robbins, Jinkens, Roberts
Action: Motion to appoint Mayor Bass as Mayor for 2026 failed.
Action: Moved/Seconded: Jinkens/Roberts
Yes: Bass, Robbins, Jinkens, Roberts, Horgan
Action: Passed Motion 2025-118 to continue this item to the January 13, 2026, City Council meeting and to appoint Mayor Bass to continue to serve as Mayor until that time.
Presentations
3. Black Bear Management in South Lake Tahoe
Action: Moved/Seconded: Jinkens/Bass
Yes: Bass, Robbins, Jinkens, Roberts, Horgan
Action: Passed Motion 2025-119 directing staff to establish a collaborative response protocol group including the City Police Department, bear groups, Department of Fish and Wildlife, South Tahoe Refuse, and homeowners’ associations, and other interested parties; and to report back to Council on findings and/or a draft of protocols.
Public Comment was heard from the following people:
1) Diane Lipovsky
2) Erika Gonzalez
3) Melissa Soderston
4) Anne Bryant, Bear League
5) Ed Mosur
6) Coleen Bye
7) Hailey Mitchell
8) Erick Asbury
9) John Messina *submitted written comments
Written Public Comment was received from the following people:
1) Kathi Zollinger, Bear League
Consent Agenda
Action: Moved/Seconded: Jinkens/Robbins
Yes: Bass, Robbins, Jinkens, Roberts
Abstain: Horgan
Note: Item 13 was pulled from the consent agenda by Councilmember Jinkens Action: Passed the consent agenda, excluding Item 13.
4. City Council Meeting Minutes
Action: Passed Motion 2025-120 approving the minutes from the November 18, 2025, City Council meeting. Receive and file amendment to Item 20 on November 4, 2025, meeting minutes, removing "...to continue to pursue the Heavenly area annexation" from the motion.
14 5. Fiscal Year 2024-25 Quarterly Financial Status Report - Quarter Ending September 2025 Action: Received and filed.
6. Transfer of Unclaimed Check Funds
Action: Passed Resolution 2025-096 authorizing the transfer of unclaimed check funds from their respective fund(s) to the General Fund pursuant to California Government Code sections 50050 through 50057
7. Investment Portfolio Report - September 30, 2025
Action: Received and filed.
Public Comment was heard from the following person:
1. Melissa Soderston
8. Approval of City Salary Table and California Minimum Wage Increase Action: Passed Resolution 2025-097 raising the minimum wage for City employees to $16.90, effective January 1, 2026, as required by State law.
9. Agreement with AARP Tax-Aid for Senior Tax Assistance at the Recreation Center.
Action: Passed Resolution 2025-098 authorizing and directing the Mayor to execute a fee waiver and Agreement with AARP Tax-Aid for Senior Tax Assistance (C-297-2025) at the Recreation Center.
10. Agreement with the Public Health Institute for Fellowship Donation for the CivicSpark Program
Action: Passed Motion 2025-121 authorizing and directing the Mayor to execute an Agreement with the Public Health Institute for the donation of an 8-month fellowship for the CivicSpark Program (C-298-2025) for a total amount of $17,500.
11. Boat Safety and Enforcement Equipment Purchase
Action: Passed Motion 2025-122 authorizing the purchase and installation of two Mercury Verado 350 HP Outboard motors for the Police Department patrol boat from North Tahoe Marina (C-303-025), Inc. using existing budget appropriations up to $106,926.01.
Written Public Comment was received from the following person:
1) Lou Perini
12. Ratification of Amendment to Professional Services Agreement with Walker Telecom to extend the Term to December 31, 2026.
Action: Passed Motion 2025-123 authorizing and directing the Mayor to execute Ratification of Amendment No. 3 (C-300-2025) to Professional Services Agreement C-167-2020 to extend the term to December 31, 2026.
13. Three-Party Professional Services Contract with the Tahoe Regional Planning Agency and Ascent Environmental Inc. for Environmental Analysis of the Mid-Town Area Plan Note: Mayor Bass recused himself on this item due to real property interest and left the meeting. Councilmember Roberts presided for this item.
Action: Moved/Seconded: Jinkens/Robbins
Yes: Roberts, Robbins, Jinkens, Horgan
Recused (Absent): Bass
Action: Passed Motion 2025-124 authorizing and directing Councilmember Roberts to execute a three-party professional services contract with the Tahoe Regional Planning Agency and Ascent Environmental Inc. (C-307-2025) for Environmental Analysis of the Mid-Town Area Plan.
Public Comment was heard from the following people:
1. Melissa Soderston
2. Steve Teshara, Tahoe Chamber
3. Allen Miller
15 14. Purchase of Chevrolet 2500HD 4WD Crew Cab for the Parks Department Requested Action / Suggested Motions: Passed Motion 2025-125 authorizing the City Manager to execute a Purchase Order for One (1) Chevrolet 2500 HD (C-308-2025) in the amount of $63,400.80.
15. Type I Fire Engine Purchase
Action: Passed Motion 2025-126 authorizing and directing the Mayor to execute a purchase agreement with Goldenstate Fire Apparatus and Pierce Manufacturing (C-301-2025) for the purchase of one Type I Fire Engine for a total cost of $1,193,098.73.
Consent Agenda (South Tahoe Redevelopment Successor Agency)
16. Recognized Obligation Payment Schedule (ROPS) Fiscal Year 2026-2027 Action: Moved/Seconded: Jinkens/Roberts
Yes: Bass, Robbins, Jinkens, Roberts, Horgan
Action: Acting as the South Tahoe Redevelopment Successor Agency Board, Passed STRSA Resolution 2025-003 approving the Recognized Obligation Schedule (ROPS) pursuant to Health and Safety Code section 34177 for the fiscal period commencing July 1, 2026, and ending June 30, 2027.
Public Hearing
17. South Tahoe Refuse 2026 Interim Year and Senate Bill 1383 Rate Increase Action: Moved/Seconded: Jinkens/Horgan
Yes: Bass, Robbins, Jinkens, Roberts, Horgan
Action: (1) Conducted a Majority Protest Public Hearing; and because less than a majority protest was received; (2) Passed Motion 2025-127 approving South Tahoe Refuse Interim Year Rate Increase of 5.10 percent and Senate Bill 1383 Increase of 5.08 Percent (totaling an increase of $4.38 per month for residential customers and $5.01 per cubic yard for commercial customers), effective January 1, 2026.
Written Public Comment was received from the following person:
1. Cathy Keesee
City Clerk Blankenship announced 39 protests were received.
Regular- Unfinished Business
18. Agreement with Heavenly Valley Limited Partnership for On-Street Parking and Amendments to Parking Restrictions in the Heavenly Valley Neighborhood Note: City Manager Irvin recused himself from participating on this item due to real property interest and left the meeting.
Action: Roberts/Jinkens
Yes: Bass, Jinkens, Roberts, Horgan
No: Robbins
Action: 1) Pass Motion 2025-128 authorizing and directing the Mayor to execute the Agreement with Heavenly Valley Limited Partnership for On-Street Parking (C-306-2025); and 2) Passed Resolution 2025-099 amending the seasonal parking restrictions on certain streets in the Heavenly Valley Neighborhood (replaces Resolution 2025-059).
The following person addressed the Council
1. Shaydar Eddleman, Heavenly Resort
Public Comment was heard from the following people:
1. Larry Pedigo
2. Melissa Soderston
3. John Messina
Written Public Comment was received from the following person:
1. Brian Bigley
Note: At 9:52 p.m. Councilmember Jinkens moved to extend the meeting past 10:00 p.m.
Councilmember Roberts seconded. Council passed the Motion 5-0.
Note: At this time, City Manager Irvin returned to the meeting. 16 Regular- New Business
19. City Council Assignments to Boards and Commissions
Note: Mayor Bass announced this item was pushed to the January 13, 2026, City Council Meeting.
20. Update to City Council Protocols
Note: Mayor Bass announced this item was pushed to the January 13, 2026, City Council Meeting.
21. Amended and Restated Purchase and Sale Agreement with NDC Lake Tahoe, LP for Affordable Housing Project at 3900-3908 Lake Tahoe Boulevard Note: Mayor Bass announced this item was pushed to the January 13, 2026, City Council Meeting.
Agenda Planning Calendar
22. Agenda Planning Calendar
Action: Received and filed.
Updates and Announcements (City Attorney, City Clerk, City Manager) City Manager Irvin
1. Upcoming Festival of Winter Lights and Gingerbread House competition.
Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions Councilmember Jinkens
1. Attended Presbyterian Church Fundraiser
2. Request for update on the status of the Chateau project, Senior Plaza, El Dorado Beach Erosion Timeline for Action, Bear/Human protocols, Margaritaville and Beach Retreat Conversions (no second received). City Manager Irvin stated he would provide a written update to Council.
Councilmember Robbins
1. Visited emergency repairs at Lakeview Commons with Councilmember Jinkens Mayor Bass
1. Request to bring back the 2026 City Council meeting schedule for reconsideration (Jinkens seconded).
Adjournment
Mayor Bass Adjourned the meeting at 10:32 p.m.
___________________________ Date:________________________ Cody Bass, Mayor
Attest:_________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
17 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:3
Agenda Item: Agreement with the Tahoe Resource Conservation District for General Forestry Services for Fuels Reduction Projects
Executive Summary: South Shore agencies have been working closely together for the past couple of years to build capacity for fuels reduction projects within the south shore division of the TFFT within the Tahoe Basin. The California Tahoe Conservancy and Lake Valley Fire Protection District entered into an agreement to provide capacity planning for fuels reduction work on the south shore as part of the Tahoe Fire and Fuels Team South Shore Division. Adding this agreement for Forestry Support for projects will increase implementation capacity to service additional acres, further helping to protect our community.
The Registered Forester’s provided by the TRCD provide Environmental compliance and permitting as well as vegetation management plans for each project that we manage adding additional capacity for implementation.
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute an agreement with the Tahoe Resource Conservation District for General Forestry Services for fuels reduction projects within the South Shore of Lake Tahoe.
Responsible Staff Member: Jay Manning, Division Chief
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report- Agreement with TRCD for Fuels Reduction 02-Agreement with TRCD for Fuels Reduction
18 Council Agenda Report January 13, 2026 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Agreement with the Tahoe Resource Conservation District (TRCD) for General Forestry Services for fuels reduction projects within the South Shore of Lake Tahoe.
Location: South Shore Division of the Tahoe Fire and Fuels Team (TFFT) Responsible Staff Members: Jay Manning, Division Chief
Background: South Shore agencies have been working closely together for the past couple of years to build capacity for fuels reduction projects within the south shore division of the TFFT within the Tahoe Basin. The California Tahoe Conservancy and Lake Valley Fire Protection District entered into an agreement to provide capacity planning for fuels reduction work on the south shore as part of the Tahoe Fire and Fuels Team South Shore Division. Adding this agreement for Forestry Support for projects will increase implementation capacity to service additional acres, further helping to protect our community. The Registered Forester’s provided by the TRCD provide Environmental compliance and permitting as well as vegetation management plans for each project that we manage adding additional capacity for implementation.
Issue and Discussion: The California Tahoe Conservancy has awarded the TRCD a $1,324,500 grant for Forestry Support for project work. These projects are located within the south shore directly helping to reduce fuels and planning future fuels reduction projects. As a recipient, the City Fire Department will utilize Forestry Support from the TRCD to include oversight of South Shore Fuels mitigation efforts and assist with Environmental documentation, permitting and Vegetation Management planning based on the Forest practice rules and best practices. The CTC agreement details the department’s deliverables to assist. The current agreement from CTC has been utilized to match Federal dollars for fuels mitigation projects providing management capabilities.
Financial Implications: Entering into the Coopaerative Agreement allows the City to calculate time spent on fuels mitigation projects planning, permitting and environmental compliance as grant match funds when utilizing on Federally funded projects and provides these services on local government owned property when implementing fuels reduction work.
The Funding/Reimbursement Agreement with the TRCD requires certain compliance with applicable law and grant requirements within the appendixes of the agreement.
Environmental Considerations: The California Environmental Quality Act (CEQA), the Tahoe Regional Planning Agency (TRPA) Code of Ordinances, and rules and regulations of the Lahontan Regional Water Quality Control Board (LRWQCB) will regulate all timber, brush, and slash treatments of this scope of work and are hereby made a part of the terms in the same manner as if said rules, ordinances, and regulations were set forth at length in this scope of work. The Contractor shall adhere to all rules, ordinances, or regulations, which are in effect during the term of this agreement, and any amendments, to the extent required by law. 19 Council Agenda Report January 13, 2026 2
Policy Implications: Adhere to the FINANCIAL MANAGEMENT GRANT FUNDING AND
COMPLIANCE POLICY
3.1 APPROVAL PROCESS
Upon Grant approval the Department will receive a grant award letter from the funding agency detailing the measures necessary to accept the award. The city should also receive a finalized grant award contract which will become a binding agreement. The grant contract and all compliance measures should be reviewed by the Grants Manager, Project Manager, and the Department Director. Grant Manager reviews the grant contract to ensure ability to maintain compliance, and the Director will ensure the department’s capability to comply with the contract and will make the appropriate recommendation to City Manager and City Council. 20 COOPERATIVE AGREEMENT
BETWEEN THE TAHOE RESOURCE CONSERVATION DISTRICT AND
THE CITY OF SOUTH LAKE TAHOE
This Cooperative Agreement (this “Agreement”) is entered into and made effective as of January 13, 2026, (the "Effective Date") by and between the Tahoe Resource Conservation District (the "District") and the City of South Lake Tahoe, (the “FPD”). FPD and the District are sometimes individually referred to as "Party" and collectively referred to as the "Parties."
RECITALS
A. The District works to promote the conservation, stewardship, and development of programs for the purposes of protecting the natural environment, providing public access, and preserving wildlife habitat areas.
B. The District, as the grantee, executed a Grant Agreement (the “Grant Agreement”) with the California Tahoe Conservancy, as the grantor, for One Million Three Hundred Twenty Four Thousand Five Hundred Dollars ($1,324,500.00), effective June 21, 2023 directed at building forestry services capacity, improving forest and ecosystem health, reducing the threat and risk of catastrophic and uncontrolled wildfire, and protecting life and property of the residents and visitors in the Lake Tahoe Basin.
C. The purpose of the Grant Agreement is for the funding of the Tahoe Resource Conservation District Forestry Support Project (the “Project”), in which the District will develop an annual forestry work program for priority projects identified in the Lake Tahoe Basin Community Wildfire Protection Plan on state, county, local government, and private lands in the Lake Tahoe Basin. Each year priority projects will be identified by partners and the Tahoe Fire and Fuels Team through their annual Incident Action Plan. Forestry projects are typically multi-year projects and will be carried over to the current priority project list until complete.
D. The FPD, as herein described, is an integral and necessary Project partner to the District on the implementation of anticipated Project work and the Parties desire to formalize and memorialize this partnership.
E. The District and the FPD hereby desire to enter into this Cooperative Agreement to specify the mutual understanding of the Parties and define a framework under which the Project and any anticipated and planned work generated from the implementation of the Project is to be managed and performed.
TERMS
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the District and the FPD do hereby agree as follows:
1. Grant Agreement. The Parties understand and agree to be bound by the grant requirements as detailed and described in the Grant Agreement, hereto attached and incorporated by reference as Exhibit “A”. Further, the FPD agrees to cooperatively assist with any reporting 21 requirements of the Grant Agreement for actions that the FPD directly assists with or independently performs.
2. Responsibilities of the District. As the recipient of the grant, the District shall be the lead entity for all professional forester services including, and as needed, project planning, acquiring permits, layout and design, and project oversight, all relating to work deriving from the Project and as further described in Exhibit “B”.
3. Responsibilities of the FPD. As a Project partner to the District on discrete actions taken as a result of Project planning, the FPD shall be responsible for cooperative participation in the planning, administration, execution, and any resulting work associated with Project as identified by the Parties and as further described in Exhibit “B”. The scope of work of the Parties, as described in Exhibit “B”, is herein referred to as the “Work.”
4. Funding. The FPD understand and agree that this Cooperative Agreement does not bind the District to any funding of any actions taken by the FPD either in relation to the responsibilities under this Agreement or otherwise. The District shall not be paying for any services provided by the FPD in furtherance of the Work or the Project. However, the benefit received by the FPD is directly associated with the oversight, management, and industry expert advice provided by the District and funded by the Grant Agreement.
5. Contractor Approval. In its capacity as the lead entity for all professional forestry services, as detailed and described in Exhibit B, the District may be responsible for the oversight, management, approval, or sign-off on work completed by other contractors hired by the FPD for associated work, including but not limited to tree or brush removal (“Third Party Contractors”).
If the FPD desires to contract for services with Third Party Contractors that fall under the oversight or management, as described above, of the District, the FPD shall obtain the approval from the District of the Third Party Contractors prior to any FPD binding hiring decision. No approvals, rejections, or reviews shall be unreasonably withheld or delayed.
6. District Liability to Other Contractors. The District shall not be liable for work performed by Third Party Contractors hired by the FPD to provide supplies or services related to the Work. The District’s oversight, management, or approval or inspection of work performed by Third Party Contractors shall not transfer any liability to the District. The FPD shall at all times be responsible for and liable for all work supplied or performed by Third Party Contractors. The FPD shall indemnify, defend, and waive all claims against the District from and against any and all liability, loss, damage, claims, expenses and costs of every nature arising out of or connected with any acts or omissions of any kind of the Third Party Contractors. This section shall survive the termination of this Agreement.
7. Performance. The Parties covenant to furnish their best skill, judgment and efforts, and to cooperate with the other Party and any other consultants or contractors engaged by the District in the furtherance of the Work. The Parties covenant to use their reasonable best efforts to perform their respective duties and obligations under this Agreement in an efficient, expeditious, and economical manner, consistent with the mutual best interests of Parties.
8. Time of Performance. The Work to be performed by the Parties under and pursuant to this Agreement shall be conducted in accordance with the timetables contained in Exhibit “A.” 22 9. Conformance to Applicable Requirements. All aspects of the performance of the Work by the Parties shall at all times conform to applicable city, county, state, and federal requirements and be subject to the reasonable approval by the District and the FPD.
10. Project Manager. The Parties shall designate and assign a project manager ("Project Manager"), who shall coordinate all phases of the Work. The Project Manager shall be available to the other Party at all reasonable times. Each Party reserves the right to appoint another person as Project Manager upon written notice to the other Party. The Project Managers agree to work closely and cooperate fully with each other in furtherance of this Agreement, the Work, and the Project.
11. Amendments. No amendment, alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties hereto and no oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto.
12. Notice. Any notices that may be required under this Agreement shall be in writing and shall be delivered by hand delivery or by certified or express mail, addressed to the other Party as follows:
To TAHOE RESOURCE
CONSERVATION DISTRICT:
Name: Tori Walton
Position: Director of Finance and
Administration
Address: 870 Emerald Bay Road, Suite 108
South Lake Tahoe, CA 96150
Phone: (530) 543-1501 ext. 117
Email: [email protected]
To: CITY OF SOUTH LAKE
TAHOE
Name: Jim Drennan
Position: Fire Chief
Address:_2101 Lake Tahoe Blvd.
South Lake Tahoe, CA 96150
Phone: (530) 542-6160
Email: [email protected]
Copy to:
City Attorney
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
Email: [email protected]
13. Execute Intent and Purpose. Each Party agrees to do all such things and take all such actions to make, execute and deliver such other documents, instruments and improvements as shall be reasonably requested to carry out the provisions, intent and purpose of this Agreement.
14. Indemnification. The FPD shall indemnify, defend, and hold harmless to the full extent permitted by law, the District, its governing body, officers, agents, employees, and volunteers from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or connected with any negligent acts or omissions or willful misconduct of the FPD in connection with the FPD’s performance of 23 its obligations under this Agreement, except such Liability caused by or arising from the sole negligence or willful misconduct of the District. The indemnity obligations under this Agreement shall survive termination or expiration of this Agreement.
The District shall indemnify, defend, and hold harmless to the full extent permitted by law, the FPD, its governing body, officers, agents, employees, and volunteers from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or connected with any negligent acts or omissions or willful misconduct of the District in connection with the District’s performance of its obligations under this Agreement, except such Liability caused by or arising from the sole negligence or willful misconduct of the FPD. The indemnity obligations under this Agreement shall survive termination or expiration of this Agreement.
15. Project Term and Termination. The FPD and the District’s responsibilities described in this Agreement are scheduled to be completed by November 30, 2027 (“Completion Date”). The term of this Agreement is valid from the Effective Date through the Completion Date. Either Party may terminate this Agreement upon thirty (30) days prior written notice.
16. Authority. The DISTRICT and the FPD warrant that they have all requisite power and authority to conduct their business and to execute and deliver, and to perform all of the obligations under this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to enter into this Agreement so as to bind each respective Party to perform the conditions contemplated herein.
17. Severability/Illegality. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. The illegality of any provision of this Agreement shall not affect the remainder of this Agreement.
18. Time is of the Essence. Time is of the essence in this Agreement, and all Parties agree to execute all documents and to proceed with due diligence to complete all covenants and conditions set forth herein.
19. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any lawsuit brought to enforce this Agreement shall be brought in the appropriate court in El Dorado County, California.
20. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be deemed a waiver and no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver, benefit, privilege, or service voluntarily given or performed by other Parties shall give the other Party any contractual right by custom, estoppel, or otherwise.
21. Days. Any time the term “days” is used in this Agreement it shall be deemed to mean calendar days and not business days.
24 22. Entire Agreement. This Agreement contains the entire Agreement of the FPD and the District and supersedes any prior or written statements or agreements between the FPD and the District. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both Parties.
23. Binding on Assigns. Each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the respective Parties.
24. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.
25. Captions. The captions of the various articles and paragraphs of this Agreement are for the convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement or of any part or parts of this Agreement.
26. Construction. In all cases, the language in all parts of this Agreement shall be construed simply, according to its fair meaning and not strictly for or against any Party, it being agreed that the Parties or their agents have all participated in the preparation of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
25 SIGNATURE PAGE TO THE COOPERATIVE AGREEMENT
BETWEEN
THE TAHOE RESOURCE CONSERVATION DISTRICT AND
THE CITY OF SOUTH LAKE TAHOE
IN WITNESS WHEREOF, the Parties hereto have accepted and made and executed this Agreement upon the terms, conditions, and provisions set forth above as of the Effective Date.
TAHOE RESOURCE CONSERVATION
DISTRICT
BY:
PRINTED NAME
ITS:
DATE:
CITY OF SOUTH LAKE TAHOE
BY:
PRINTED NAME
ITS: Mayor
DATE:
APPROVE AS TO FORM
BY:________________________
Heather Stroud
City Attorney
Date:_______________________
ATTEST
BY:_________________________
Susan Blankenship
City Clerk
Date:________________________
26 EXHIBIT “A”
GRANT AGREEMENT BETWEEN
THE TAHOE RESOURCE CONSERVATION DISTRICT AND
THE CALIFORNIA TAHOE CONSERVANCY
27 2. The term of this Agreement is:
6/16/2023
28 6/21/2023
29 GRANT AGREEMENT
1 CTA22049L
Forestry Support
Tahoe Resource Conservation District
THIS AGREEMENT (Agreement) is entered into between the California Tahoe Conservancy (Conservancy) and the Tahoe Resource Conservation District (Grantee) effective upon the date this Agreement has been fully executed by both parties (Effective Date).
1. Scope of Agreement
The Conservancy, pursuant to its Resolution no. 21-11-05 of November 8, 2021 and Section 21000 et seq. and Section 66907.7 of the Government Code, grants to the Grantee a sum not to exceed One Million, Three Hundred Twenty Four Thousand Five Hundred Dollars ($1,324,500), subject to the terms and conditions set forth below.
These funds shall be used for the Tahoe Resource Conservation District Forestry Support Project (Project) .
The Grantee hereby agrees to complete the Project in accordance with:
a. The terms and conditions of this Agreement;
b. The Scope of Work and Grant Schedule described in Exhibit A; and c. The Budget Detail as set forth in Exhibit B.
The Grantee shall at all times exercise responsibility over the Project.
2. Incorporation of Documents by Reference
The following exhibits and other documents are incorporated by reference into this Agreement and made a part hereof:
a. Exhibit A, Scope of Work and Grant Schedule;
b. Exhibit B, the Budget Detail;
c. Exhibit C, the Grantee's List of Assurances;
d. Exhibit D, Request for Disbursement Form;
e. Exhibit E, Eligible and Ineligible Costs;
f. Exhibit F, Reporting and Data Requirements; and
g. Exhibit G, Mandatory Insurance Provisions.
In the event of any inconsistency between or among the main body of this Agreement and the above documents, the inconsistency shall be resolved, except as otherwise provided herein, by giving precedence in the following order: (1) the body of the Agreement; (2) the Scope of Work; (3) the Budget Detail and Grant Schedule; (4) the List of Assurances; (5) the Eligible and Ineligible Costs; (6) the Mandatory Insurance Provisions; (7) the Reporting and Data Requirements; and (8) the Request for Disbursement Form.
30 GRANT AGREEMENT
2 CTA22049L
Forestry Support
Tahoe Resource Conservation District
3. Scope of Work
The Scope of Work and Grant Schedule, Exhibit A, describes the tasks, deliverables, and schedule funded by this grant. Exhibit A may be modified upon Grantee's submission of a modified Exhibit A and the Executive Director's (or designee’s) written approval. Any modifications to the Completion Dates in Exhibit A shall not extend past the term of the Agreement.
4. Other Contractors
Nothing in this Agreement shall create any contractual relationship between any thirdparty contractor and the Conservancy.
5. Publicity and Acknowledgment
Grantee agrees that it will acknowledge the Conservancy's support whenever work funded in whole or in part by this Agreement is publicized in any news media, brochures, articles, seminars, or other type of promotional material. In addition, Grantee will include on any such materials an acknowledgment substantially as follows: “The work upon which this publication is based was funded in whole or in part through a grant awarded by the California Department of Conservation and the California Tahoe Conservancy.”
6. Copies of Data, Plans and Specifications, Reports
Grantee shall provide the Conservancy with copies of all data, design plans, specifications, photographs, audio and video productions, films, recordings, reports, findings, and recommendations of every description or any part thereof, prepared under this Agreement in accordance with the Reporting and Data Requirements, Exhibit F.
All material, data, information, and written, graphic, or other work produced or developed, and formally or informally produced or delivered for or to the Conservancy under this Agreement is subject to the unqualified and unconditional right of the State of California to use, reproduce, publish, display, and make derivative use of all such work, or any part of it, for or on behalf of the State or to carry out State objectives, free of charge and to authorize others to do so. Upon issuance of a trademark, service mark, or patent claiming such work, the Conservancy shall be granted a perpetual, royalty-free, nonexclusive, and irrevocable license to use, reproduce, and publish the work or any part of it, and use the work or any part of it in the creation of derivative works for or on behalf of the State, or to carry out State objectives, and to grant to any third party a comparable and coextensive sublicense. If any such work is subject to copyright, Grantee will not assert its rights under copyright against the Conservancy, or against any third party, through the Conservancy, to use, reproduce, publish, create derivative 31 GRANT AGREEMENT
3 CTA22049L
Forestry Support
Tahoe Resource Conservation District
works, display, or perform the work or any part of it for or on behalf of the State or to carry out State objectives.
Grantee shall submit all electronic data collected and created under this Agreement to the Conservancy. A condition of final payment under this Agreement includes delivery of all related data in the format requested. The Conservancy reserves the right to conduct technical review of interim or final grant deliverables prior to making reimbursement or final payments.
7. Scope of Work Completion
Grantee shall complete the Scope of Work by the completion date provided in the Grant Schedule in Exhibit A. Upon completion of the Scope of Work, the Grantee shall supply the Conservancy with evidence of completion by submitting: (1) the work products specified in Exhibit A; (2) the Final Report specified in Exhibit F; and (3) a fully executed final Request for Disbursement form, Exhibit D. Within thirty (30) days of Grantee's compliance with this Section, the Conservancy shall determine whether the Scope of Work has been satisfactorily completed. If the Conservancy determines that the Scope of Work has been satisfactorily completed, the Conservancy shall issue to the Grantee a Letter of Acceptance of the Scope of Work. The Scope of Work shall be deemed complete as of the date of the Letter of Acceptance.
8. Progress Reports and Final Report
The Grantee shall submit progress reports and a Final Report consistent with Exhibit F and the Scope of Work (Exhibit A). Progress reports shall be submitted semi-annually (April and October). The Final Report shall be submitted on or before the completion date listed in the Grant Schedule as described in Exhibit A. A request for final payment should be submitted in conjunction with, but not as a portion of, the Final Report.
9. Expenditure of Funds and Allocation of Funding Among Budget Items Except as otherwise provided herein, the Grantee shall expend funds in the manner described in Exhibit B.
10.Term of Agreement; Termination
This Agreement shall take effect upon the Effective Date. The term of the Agreement shall run from the Effective Date through December 15, 2027 (the End Date) unless otherwise terminated or amended as provided herein.
Prior to completion of the grant, for any discrete component of the Scope of Work, either party may indicate its intent to terminate its obligations under this Agreement 32 GRANT AGREEMENT
4 CTA22049L
Forestry Support
Tahoe Resource Conservation District
with respect to that component, for any reason, by providing the other party with sixty (60) days’ notice in writing.
In the event of termination by the Conservancy, Grantee agrees to take all reasonable measures to prevent further costs to the Conservancy under this Agreement, and the Conservancy shall be responsible for any reasonable and non-cancellable (binding) obligations incurred by Grantee in the performance of this Agreement until the date of actual termination, but in any case, not to exceed the undisbursed balance of funding authorized in this Agreement.
If, other than for reasons beyond Grantee's control, Grantee fails to complete the work in accordance with this Agreement or fails to fulfill another material term or obligation of this Agreement, Grantee shall repay to the Conservancy all amounts disbursed by the Conservancy hereunder. The Conservancy may, in its discretion, waive such repayment, in whole or in part, on the basis of Grantee's written statement of reasons. If the Executive Director (or designee) does not approve such waiver, the matter shall be referred to the Conservancy's governing board for its decision.
Following notice of intent to terminate, the Conservancy and the Grantee shall enter into a written termination agreement establishing the effective date for termination of the Scope of Work, the basis for settlement of any outstanding obligations, and the amount and the date of payment of any sums due to either party.
This Section shall not be deemed to limit any legal or equitable remedies which either party may have for breach of this Agreement.
11.Liability
The Grantee shall indemnify, and save harmless the Conservancy and its members, Directors, members, agents and employees, from any and all liabilities, claims, demands, damages, or costs resulting from, growing out of, or in any way connected with or incident to this Agreement, or the design, construction, operation, repair, maintenance or existence of the Project, except to the extent of, and in direct proportion to the active negligence or the intentional wrongdoing of the Conservancy, or its member(s), Director(s), agent(s) or employee(s), which arises other than from (1) a failure by the Conservancy to warn of hazards, based upon its review or inspection of the Project plans, designs, specifications or site(s), and/or (2) the omission by Conservancy to review or inspect said plans, designs, specifications or site(s).
The parties expressly acknowledge that this Agreement is an agreement for the subvention of public funds from the Conservancy to the Grantee and is not an "agreement" as that term is defined in Government Code Section 895 or a "construction contract" under Civil Code Sections 2782 or 2783. Accordingly, it is acknowledged Grantee does not, in matters arising under this Agreement, have any right to 33 GRANT AGREEMENT
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contribution and indemnity from the Conservancy and/or the State of California arising under Government Code Sections 895.2 and 895.6.
Grantee waives any and all rights to any type of express or implied indemnity or right of contribution from the State, its Directors, agents or employees, for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement, except such liability as results from the Conservancy's active negligence or the intentional wrongdoing of Conservancy, its member(s), Director(s), agent(s), or employee(s), and, in the case of joint negligence, is in direct proportion to the Conservancy's share of fault.
Conservancy assumes no responsibility for assuring the safety of the Project improvements and the Project site(s). Conservancy's rights under this Agreement to review, inspect, or approve the Final Plans and Project improvements and/or its election to exercise or not to exercise those rights, shall not give rise to any warranty or representation that the Final Plans, Project improvements or the Project site(s) are free of defects and hazards.
12.Insurance
Grantee shall procure and maintain insurance, as specified in Exhibit G, against claims for injuries to persons and damage to property that may arise from or in connection with any activities of the Grantee or its agents, representatives, employees, or contractors associated with the Project undertaken pursuant to this Agreement.
Grantee shall be responsible for all deductibles in all Grantee’s insurance policies.
As an alternative, with the written approval of the Conservancy’s Executive Director (or their designee), the Grantee may satisfy the coverage requirements in whole or in part through: (a) its contractors’ procurement and maintenance of insurance for work under this Agreement, if the coverage otherwise fully satisfies the requirements of this section; or (b) the Grantee’s participation in a “risk management” plan, self insurance program or insurance pooling arrangement, or any combination of these, if consistent with the coverage required by this section.
In the event that Grantee enters into an agreement or agreements with independent contractors or other third parties other than agencies of the State of California and Nevada for implementation of the Project or a portion thereof, such agreement(s) shall include a mandatory insurance provision substantially in the form of Exhibit G attached hereto. In addition, Grantee shall make reasonable efforts to assure that the Conservancy, and its members, Directors and employees are included as additional insureds under the insurance required by said Exhibit G, and that a copy of the endorsements or certificate naming them as additional insureds is furnished to the Conservancy as soon as practical. In the event the contractor or third party is unable to name the Conservancy as an additional named insured, the Grantee shall so notify the Conservancy. Within five (5) working days thereafter the Conservancy should notify the 34 GRANT AGREEMENT
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Grantee whether the Grantee shall proceed with the Project or a portion thereof absent such provision in the insurance.
The company or companies providing such insurance shall have no recourse against the Conservancy and the State of California, and their members, Directors and employees, or any of them, for payment of any premiums or assessments under such insurance. The Conservancy shall also be provided with notice of any proposed cancellation of insurance.
In the event that the insurance coverage cannot be obtained, or is canceled or reduced below the minimums required herein, the Conservancy may in its sole discretion waive, in part or in whole, the insurance requirements set forth above; provided, however, that the Conservancy may reinstate such requirements if it determines there has been a change of circumstances.
13.Travel
Travel related expenses may not exceed the State travel reimbursement rate. For details, see the Department of Human Resources (CalHR) Travel Reimbursements website at http://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx.
Due to budget constraints and in the spirit of fiscal responsibility, all in-person meetings shall be located within a 100-mile radius of Lake Tahoe, California, unless approved in advance by the Conservancy. Any travel required by the Conservancy staff in relation to the production of work outside of the 100-mile radius shall be paid for by the Grantee unless specifically authorized. These travel costs shall include airfare, rental car, and overnight accommodations, if necessary.
14.Audits/Accounting/Records
The Grantee shall establish an official file for the grant. The file shall contain adequate documentation of all actions that have been taken with respect to the grant Scope of Work.
Grantee shall establish separate accounting records for receipt, deposit, and disbursement of all grant funds. All funds received by the Grantee shall be deposited into separate fund accounts that identify the funds and clearly show the manner of their disposition. The Grantee agrees that adequate supporting documentation shall be maintained in such detail so as to provide an audit trail which will permit tracing transactions from support documentation to the accounting records to the financial reports and billings. The Grantee shall promptly report to the Conservancy the application for or the receipt of any new funds from other funding sources. 35 GRANT AGREEMENT
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The Grantee shall maintain books, records, documents, and other evidence sufficient to reflect properly the amount, receipt, and disposition of all grant funds. The maintenance requirements extend to books of original entry, source documents supporting accounting transactions, the general ledger, subsidiary ledgers, personnel and payroll records, canceled checks, and related documents and records. Source documents include copies of all awards, applications, and required financial and narrative reports.
Personnel and payroll records shall include the time and attendance reports for all individuals reimbursed under the award, whether they are employed full-time or parttime. Time and effort reports are also required for consultants and contractors.
Adequate supporting documentation shall be maintained in such detail so as to provide an audit trail which will permit tracing transactions from the invoices to the financial statement, to the accounting records, and to the supporting documentation.
All Grantee records relevant to the Scope of Work must be preserved a minimum of three (3) years after the final payment of the contract or the final audit, whichever is later, and shall be subject at all reasonable times to inspection, examination, monitoring, copying, excerpting, transcribing, and audit by the State of California.
The State of California and the Conservancy reserve the right to call for a program audit or a financial audit at any time between the execution of this Agreement and the completion or termination of the Scope of Work. At any time, the Conservancy may disallow all or part of the cost of the activity or action determined to be not in compliance with the terms and conditions of this Agreement.
15.Independent Status of Grantee and Conservancy
The Grantee, its agent(s) and employee(s), and the Conservancy, its agent(s) and employee(s), in the performance of this Agreement, shall act in an independent capacity and not as Directors or employees or agents of the respective parties.
16.Nondiscrimination
During the performance of this Agreement, the Grantee and its contractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, national origin, religion, creed, age (over 40), mental disability, physical disability, sex, gender (including pregnancy, childbirth, breastfeeding, or related medical conditions), sexual orientation, gender identity, gender expression, medical condition, genetic information, marital status, and military and veteran status. The Grantee and its contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Grantee and its contractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, Section 7285.0 et seq). The applicable regulations of the Fair Employment and Housing 36 GRANT AGREEMENT
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Commission implementing Government Code Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. The Grantee and its contractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This nondiscrimination clause shall be included in all contracts entered into by the Grantee for the performance of work within the scope of this Agreement.
17.Assignability
Without the written consent of the Conservancy or its successors, the Grantee's interest in, and responsibilities under this Agreement shall not be assignable by the Grantee either in whole or in part.
18.Time of the Essence
Time is of the essence as to the date upon which Grantee has agreed to complete the Scope of Work. With respect to all other dates set forth herein, Grantee shall use best efforts to accomplish the tasks on the specified date.
19.Amendment
Except as otherwise provided herein, no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement to be incorporated herein shall be binding on any of the parties hereto.
Any request to extend the term of the Agreement beyond December 15, 2027, must be submitted to the Conservancy in writing no later than by September 15, 2027. Approval of any time extension (Completion Dates or term of Agreement) is at the sole discretion of the Conservancy.
20.Grant Coordinator(s)
Christine Aralia, (or such other person(s) as the Executive Director may designate from time to time), is designated the Conservancy's Grant Coordinator for this grant. The Grantee’s officer with responsibility for administering this Agreement is Mike Vollmer, Executive Director, or their designee.
21.Conservancy Approvals
All actions and approvals, required to be taken by the Conservancy under this Agreement, may be taken by the Executive Director or a designee. 37 GRANT AGREEMENT
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22.Grantee Approvals
All actions and approvals, required to be taken by the Grantee under this Agreement, may be taken by the Grantee’s Executive Director, Mike Vollmer,, or their designee.
23.Sections and Headings
The headings and captions of the various sections of this Agreement have been inserted only for the purpose of convenience and are not a part of this Agreement and shall not be deemed in any manner to modify, explain, or restrict any of the provisions of this Agreement.
24.Severability
The provisions of this Agreement are intended to be severable, separate, and distinct from each other. If any provision hereof is determined to be invalid or for any reason becomes unenforceable, no other shall be thereby affected or impaired.
25.Entire Agreement
This Agreement, and the attached exhibits, constitutes the entire contract between the parties hereto, relating to the Scope of Work and may not be modified except by an instrument in writing signed by all parties to the Agreement.
26.Russian Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the Conservancy determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The Conservancy shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the Conservancy.
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EXHIBIT A
Scope of Work and Grant Schedule
Project: Tahoe Resource Conservation District (TRCD) Forestry Support Location: Lake Tahoe Basin
Timeframe: May 2023 – December 2027
Amount: $1,324,500
Project Description
The TRCD (Grantee) will develop an annual forestry work program for priority projects identified in the Lake Tahoe Basin Community Wildfire Protection Plan (CWPP) on state, county, local government, and private lands in the Lake Tahoe Basin (Basin).
Each year priority projects will be identified by partners and the Tahoe Fire and Fuels Team (TFFT) through the annual TFFT Incident Action Plan and partner pre-project meetings. The forestry work program will include all anticipated project work and implementation schedules so that projects are shovel ready for implementation. Once implemented, these treatments and activities will improve forest health and reduce the threat of catastrophic wildfire, protecting life and property of the residents and visitors in the Basin.
Work Plan: Tasks, Deliverables, and Schedule
Task 1: Forestry Support Completion Date: Winter 2025
Subtasks
1. Create an annual list of selected projects, derived as a subset of the CWPP priority project list, and develop an annual schedule for completing the work, with sequencing, and critical dependencies for getting projects implementation ready.
2. Develop a program of work required for all environmental compliance, permitting, and preparation for subsequent implementation; and individual programs of work for selected projects, along with schedules for completing the work.
3. Provide planning, forestry oversight, and overall support as the Registered Professional Forester of Record for all acres that are proposed for treatment, including but not limited to environmental review, clearances, and/or permits; forest inventory; project layout; tree marking; project monitoring; and tree risk assessment.
4. Coordinate with the Conservancy, TFFT, Lake Valley Fire Protection District (LVFPD), and other Basin partners as part of regular check-ins and as required to discuss progress on projects.
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5. Mentor and supervise forestry interns from Lake Tahoe Community College (LTCC) on assisting with the subtasks outlined above.
Deliverables:
1. Annual list and schedule of the priority projects selected as a subset from the larger priority project lists.
2. Program of work for the overall forestry program and, as appropriate, for each selected project. Such programs of work shall address environmental compliance, permitting, and all other necessary site preparation activities for project implementation readiness.
3. Copies and summaries of site-specific project data, including copies of all forest inventories, project layouts, environmental review documents and clearances, permits, project monitoring reports, risk assessments, and documentation of work completed as Registered Professional Forester of Record for each project.
4. Summary reports as part of the quarterly reporting and regular check-in meetings.
5. Documentation of trainings and assistance provided to LTCC interns, including a description of the work performed by the interns and general performance measures as appropriate.
6. Copies of all schedules, cost estimates, and other information derived through field measurements.
Task 2: Forestry Support Completion Date: December 15, 2027 Subtasks
1. Create an annual list of selected projects, derived as a subset of the CWPP priority project list, and develop an annual schedule for completing the work, with sequencing, and critical dependencies for getting projects implementation ready.
2. Develop a program of work required for all environmental compliance, permitting, and preparation for subsequent implementation; and individual programs of work for selected projects, along with schedules for completing the work.
3. Provide planning, forestry oversight, and overall support as the Registered Professional Forester of Record for all acres proposed for treatment, including but not limited to environmental review, clearances, and/or permits; forest inventory; project layout; tree marking; project monitoring; and tree risk assessment.
4. Coordinate with the Conservancy, TFFT, LVFPD, and other Basin partners as part of regular check-ins and as required to discuss progress on projects.
5. Mentor and supervise forestry interns from LTCC on assisting with the tasks outlined above.
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Deliverables:
1. Annual list and schedule of the priority projects selected as a subset from the larger priority project lists.
2. Program of work for the overall forestry program and, as appropriate, for each selected project. Such programs of work shall address environmental compliance, permitting, and all other necessary site preparation activities for project implementation readiness;
3. Copies and summaries of site-specific project data, including copies of all forest inventories, project layouts, environmental review documents and clearances, permits, project monitoring reports, risk assessments, and documentation of work completed as Registered Professional Forester of Record for each project.
4. Summary reports as part of the quarterly reporting and regular check-in meetings.
5. Documentation of trainings and assistance provided to LTCC interns, including a description of the work performed by the interns and general performance measures as appropriate.
6. Copies of all schedules, cost estimates, and other information derived through field measurements.
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EXHIBIT B
Budget Detail and Payment Provisions
Project: Tahoe Resource Conservation District (TRCD) Forestry Support Grant Grant Budget
The budget has been authorized for a maximum of One Million, Three Hundred Twenty Four Thousand Dollars ($1,324,500). The grant tasks and budget are as follows:
TASK DESCRIPTION TOTAL
1 Forestry Support (Summer 2023 To Winter 2025) 534,618.00 Mileage 1,149.00
Materials & supplies 16,000.00
Administrative costs For Task 1 110,353.00
Subtotal 662,120.00
2 Forestry Support (Winter 2025 To December 15,
2027)
550,608
Mileage 1,375.00
Administrative Costs For Task 2 110,397.00
Subtotal 662,380.00
GRANT TOTAL $1,324,500.00
1. Expenditure of Funds and Allocation of Funding Among Budget Items Except as otherwise provided herein, the Grantee shall expend funds in the manner described in the Grant Budget above. If necessary, the Grantee shall submit a written request to revise the dollar amount of an item which may be increased by up to ten percent (10%) in the Grant Budget through a reallocation of funds from another item(s). The Grantee shall notify the Conservancy in writing at the time of requesting any such reallocation, and shall identify both the item(s) being increased and those being decreased. For any increase of more than ten percent (10%), the Grantee must include a reasonable justification for the reallocation of funds, and shall not proceed without written approval of the change by the 42 2
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Conservancy.
2. Invoicing and Payment
A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the Conservancy agrees to compensate the Grantee for eligible costs incurred for the Project.
B. The Grantee shall request disbursement by filing with the Conservancy a fully executed "Request for Disbursement" form, using the template attached as Exhibit D, which contains:
- The invoice number;
- Grantee's name and address;
- The number of the Agreement (i.e., CTA22009L);
- The date of the submittal;
- The amount of the invoice;
- The period of time for the services invoiced;
- Contact person and phone number;
- The expenditures broken down by task as shown in Exhibit B; - The itemized documentation of all work done for which disbursement is requested, including complete timesheets and receipts; and
- The signature of an official authorized by the Grantee to sign such invoices certifying that the invoiced work has been completed.
Additionally, each form shall be accompanied by:
- Any supporting invoices or other source documents from contractors hired by the Grantee to complete any portion of the Scope of Work funded under this Agreement; and
- Documentation of the completion of the portion of the Scope of Work for which disbursement of grant funds is requested.
C. Invoices shall be submitted not more frequently than monthly, but no less than quarterly, in arrears to [email protected].
D. Final invoice must be clearly marked as “FINAL”. Final invoice must be submitted no later than January 31, 2028.
E. Invoices must be received within 14 days of the date on the invoice. Invoices received more than 14 days from invoice date may be rejected and a new invoice required.
F. Invoices submitted without proper documentation or other deficiency will be disputed within 10 days of receipt of the invoice. Payment will be withheld until the deficiency is cured.
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3. Costs and Disbursements
Upon determination by the Conservancy that all conditions precedent to disbursement have been fully met, the Conservancy shall disburse to the Grantee, in accordance with the approved Grant Budget, a total amount not to exceed the amount of this grant, as follows:
Disbursements of grant funds shall be made incrementally as separate components of the Scope of Work are satisfactorily completed and shall be on the basis of costs incurred.
Any Request for Payment that is submitted without the required itemization and documentation will not be authorized for payment. If the payment request package is incomplete, inadequate, or inaccurate, the Conservancy will dispute the invoice for reasonable cause and hold all or a portion of the payment request until all required information is received or corrected. Any penalties imposed on the Grantee by a contractor, or other consequence because of delays in payment or other breach of the Agreement between the Grantee and the contractor, are the responsibility of the Grantee and are not reimbursable under this Agreement.
The Conservancy will make best efforts to forward each completed and approved Request for Disbursement form to the State Department of General Services or to the Office of the State Controller, as the case may be, within thirty (30) working days of receipt by the Conservancy.
4. Budget Contingency Clause
A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Grantee or to furnish any other considerations under this Agreement and Grantee shall not be obligated to perform any provisions of this Agreement.
B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to Grantee to reflect the reduced amount.
C. In the event of termination, the parties agree to take all reasonable measures to prevent further costs under this Agreement, and the Conservancy shall be responsible for any reasonable and non-cancellable (binding) obligations incurred by the Grantee in the performance of this Agreement until notice of termination.
5. Prompt Payment Clause
Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.
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EXHIBIT C
List of Assurances
By entering into the foregoing Agreement, the Grantee assures and certifies that it will comply with Conservancy regulations, policies, guidelines, conditions, and requirements as they relate to the acceptance and use of Conservancy funds for the Scope of Work.
Also, the Grantee gives assurance and certifies with respect to the grant that:
1. Grantee possesses legal authority to apply for and receive the grant funds and that where appropriate, a resolution, motion, or similar action has been duly adopted or passed as an official act of the applicant's governing body, authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required.
2. Grantee has sufficient funds or commitments for sufficient funds to complete the Scope of Work, over and above the portion to be borne by the Conservancy.
3. Except as otherwise provided by law, Grantee will give the Conservancy, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the grant.
4. Grantee ensures that any publications, studies, reports, or brochures which are made possible by or derived in whole or in part from the Project shall acknowledge the assistance of the Conservancy as follows: "Funding for this project has been provided in part by the California Tahoe Conservancy."
5. Grantee will cause work on the Scope of Work to be commenced within a reasonable time after receipt of notification from the Conservancy that funds have been approved, and will carry the work to completion with reasonable diligence.
6. Grantee agrees to use licensed professionals to perform services under this Agreement where such services are called for including legal, engineering, architectural and environmental sciences, qualified and licensed in the State of California.
7. Grantee shall comply with applicable State laws which may include (1) the Public Contract Code, including the State Contract Act; (2) the payment of workers compensation and where applicable the payment of prevailing wages; (3) building and health and safety code and disabled access law; and (4) the applicable requirements of the California Environmental Quality Act.
8. Grantee certifies that its employees and the officers of its governing body shall avoid any actual or potential conflicts of interest, and that no officer or employee who 45 2
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exercises any functions or responsibilities in connection with this Agreement shall have any personal financial interest or benefit which either directly or indirectly arises from this Agreement.
Grantee shall establish safeguards to prohibit its employees or its officers from using their positions for a purpose which could result in private gain or which gives the appearance of being motivated for private gain for themselves or others, particularly those with whom they have family, business, or other ties.
Any individual who has participated in planning or setting priorities for a project funding solicitation or who will participate in any part of the grant development and negotiation process on behalf of the public is ineligible to receive funds or personally benefit from funds awarded through that solicitiaton.
Failure to comply with conflict of interest laws, including business and financial disclosure provisions may result in the Agreement being declared void or other legal action.
9. Grantee maintains a drug-free workplace in accordance with Government Code Section 8355 et seq., by doing all of the following:
(a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the person's or organization's workplace and specifying the actions that will be taken against employees for violations of this prohibition; (b) Establishing a drug-free awareness program to inform employees about (1) the dangers of drug abuse in the workplace; (2) the person's or organization's policy of maintaining a drug-free workplace; (3) any available drug counseling, rehabilitation, and employee assistance programs; and (4) the penalties that may be imposed upon employees for drug abuse violations.
(c) Submitting a drug-free workplace certification California State Form STD-21; and (d) Requiring that each employee engaged in the performance of the agreement to comply with the certification.
10. Grantee will not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, color, ancestry, national origin, religion, creed, age (over 40), mental disability, physical disability, sex, gender (including pregnancy, childbirth, breastfeeding, or related medical conditions), sexual orientation, gender identity, gender expression, medical condition, genetic information, marital status, and military and veteran status. Grantee shall ensure that the evaluation and treatment of our/their employees and applicants for employment are free from such 46 3
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discrimination and harassment. Grantee shall comply with the provisions of the Fair Employment and Housing Act (Gov Code. § 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fire Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Grant Agreement by reference and made a part hereof as if set forth in full. 47 EXHIBIT D
Request for Disbursement
CTC Grant Agreement No: CTA22049L
Purchase Order No:
Grantee Request No.:
1061 Third Street Billing Period:
South Lake Tahoe, CA 96150
Submittal Date:
Line Items
Grant Allotment
(per line item of N/A)
Previous
Expenditures
to Date
(From previous invoice)
Current
Expenditures
Grant Funds Only
Total
Expenditures
to Date
+ =
% of Line Item Budget
Spent to Date
÷ Grant Allotment = %
If Applicable: Match For
This Reporting Period
Only
Forestry Support Task #1 $534,618 $0.00 $0.00 $0.00 0.00% $0.00 Mileage $1,149
Materials and Supplies $16,000
Administration 20% $110,353 $0.00 $0.00 $0.00 0.00% $0.00 Forestry Support Task #2 $550,608
Mileage $1,375
Administration 20% $110,397
TOTALS $1,324,500 $0.00 $0.00 $0.00 0.00% $0.00
FOR CTC STAFF
CTC Initials/Date
FOR DGS-CFS STAFF
Date Received from DWQ
Date to Accounting CTC Date Stamp DGS-CFS Date Stamp
GRANTEE SIGNATURE
Date
FOR STATE USE ONLY
Date Rev. 2-11-14
[email protected]
CALIFORNIA TAHOE CONSERVANCY
REQUEST FOR DISBURSEMENT TEMPLATE
(Reference Instructions on following page - Failure to follow instructions may result in non-payment)
THIS OFFICIAL REQUEST FORMAT MAY NOT BE MODIFIED
From: To:
Tahoe RCD Accounts Payable
870 Emerld Bay Road Suite 108
South Lake Tahoe, CA 96150-9400
California Tahoe Conservancy
I certify that this request for disbursement, to the best of my knowledge and belief, is accurate and complete and I approve payment.
GRANT FUNDS ONLY
Total Amount Due This
Request
Final Request for Disbursement
Grantee Project Director or Designated Representative
By signing this request for disbursement I certify, under penalty of law, that this document and any attachment was prepared by me or under my direction in accordance with the terms and conditions of each Grant Agreement Exhibit and, to the best of my knokwledge and belief, is accurate. I certify that any and all fees due to the California Tahoe Conservancy have been paid. I am aware that there are significant penalties for submitting false or misleading information.
Grant Manager
48 EXHIBIT D
Request for Disbursement
Current Expenditures (Grant Funds Only): Enter the current grant fund charges for this billing period.
Instructions for Grant Program Request for Disbursement Information pertaining to this Grant program request for disbursement template is located in Exhibit B of the executed Grant Agreement.
FOR STATE USE ONLY
Line Item: Line Item listed per Exhibit B - Line Item Budget Grant Allotment: Amounts allotted to Line Item Budget per Exhibit B of Grant Agreement. % of Line Item Budget spent to date: Calculation of total expenditures divided by Grant Allotment. Shouldn't exceed 100%
TO BE COMPLETED BY GRANTEE/PROJECT DIRECTOR
Grant Request Number: Assign a sequential grant request for disbursement number, for example: 1, 2, 3.
Billing Period: Enter Billing Period of work performed. Example for quarterly billing: Jan 1, 2015 to Mar 31, 2015. Example for monthly billing: Jan 1, 2015 to Jan 31, 2015.
Date: Enter the Date the request is submitted.
Previous Expenditures to Date: From the last request for disbursement, enter line item amounts from "Total Expenditures to Date." If first request, enter zero (0).
Total Expenditures to Date: This is calculated by adding the Previous Expenditures and Current Expenditures.
If Applicable: Match Amount For This Request: COMPLETE ONLY IF MATCH IS INCLUDED IN THE GRANT AGREEMENT BUDGET. Enter the match dollars applied to this billing period.
Total Amount Due This Request: The amount due is the Total Current Expenditures.
Final Request: Check this box for final request for disbursement only.
Grantee Program Director or Designated Representative: Original signature and date (in ink).
FOR STATE USE ONLY
Grant Manager: Original signature and date (in ink).
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EXHIBIT E
Eligible and Ineligible Costs
In general, only costs for items within the Scope of Work and the timeframe of the grant agreement are eligible for payment. Eligible expenses may be incurred by the grantee after the agreement is fully executed.
Eligible activities and expenses include, but are not limited to:
o review of existing data
o site analysis and base mapping
o preliminary project design necessary for environmental documentation o opportunities and constraints analysis
o environmental review and documentation (including surveys and other environmental assessments)
o project administration
o interagency and public coordination and consultation
o preliminary specifications and cost estimates
o pre-acquisition activities (such as obtaining title reports, appraisals, legal descriptions and initial coordination with the property owners to determine if they are willing sellers) o pre-construction monitoring related to the goals of the project o preparation of permit applications
o project management/administration
o preparation of contract documents, including final design plans o preparation of grant-required documents
o project specifications, engineering, and cost estimates o preparation and processing of permit applications, including SWPPPs o preparation of construction bid packages, project bidding, and award o other relevant costs approved by Conservancy staff
Ineligible activities and expenses include, but are not limited to:
o all costs incurred before Conservancy Board authorization of grant award o all costs related to the preparation and submittal of the grant application o staff time beyond administration of grant products and requirements o food, refreshments, and decorations
o marketing materials
o membership fees and associated costs for attendance at conferences o ongoing project site operations and maintenance
o travel not expressly identified in the grant budget
o disallowance of per diem and mileage expenditures or at levels above State-authorized per diem amounts. Current rates are available online in chapter 700 (Travel) of the California State Administrative Manual
o funding for a purchase price above the appraised fair market value o equipment that will be used for purposes that are unrelated to the project o costs that are not substantially related to the project 50 1
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EXHIBIT F
Reporting and Data Requirements
WEBSITE ACCESSIBILITY
In accordance with California’s Assembly Bill 434, documents prepared for publication on California State agency websites must comply with Level AA success criteria found in Web Content Accessibility Guidelines 2.0, or a subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium (Gov. Code, § 11546.7., 7405 and 11135). Visit the California Department of Rehabilitation website for more details:
https://www.dor.ca.gov/Home/AB434.
All deliverable documents must be submitted in Adobe PDF format, with a copy of a successful accessibility check report from Adobe Acrobat Pro CC. In addition, all original source documents (MS Office, Adobe Creative Cloud, etc.) must be delivered. For documents originating in Word, the original MS Word document in DOCX format must be provided, using the most recent version of MS Word, with a copy of a successful accessibility check report from Microsoft Word.
QUARTERLY REPORTING
· Project Name, CTA#
· Date Submitted; Reporting Period; Prepared by
· Invoice Number
· Summary of work completed during reporting period
· Discussion of any challenges or opportunities encountered · Schedule Assessment (describe extent to which project is on track with the submitted schedule)
· Financial Analysis (describe extent to which the project costs are consistent with the submitted budget)
· Draft products, reports, interim findings, or other relevant data or materials produced · Production Summary Table:
Product Scheduled
delivery date
Actual
delivery
date
Amount
expended
this period
Total amt.
expended
to date
% of total
budget
expended to
date
Percent of
task complete
Status
ANNUAL EIP REPORTING
· Grantees must submit their project to the Environmental Improvement Program (EIP) tracker (https://eip.laketahoeinfo.org/) within three months of grant agreement start date. · Consult with the Tahoe Regional Planning Agency (TRPA) on EIP reporting, tracking, and performance requirements and complete reporting requirements (as applicable).
FINAL REPORTING: ALL GRANTS
· Project Name, CTA#
· Date Submitted; Prepared by
· Brief summary of the objectives of the project and how these objectives were accomplished · Findings, conclusions, data or recommendations for follow-up or ongoing activities 51 2
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· Financial Analysis (Final project costs for all funding sources; e.g., identify cost overruns compared to the approved budget, any cost savings, unused funding to be returned, etc.) · Statement, if applicable, of future intent of public and/or private support to maintain or further develop the project, including proposed submittal dates for future funding · Media coverage, as well as all promotional and educational materials produced · Workplan work products and data, including public and agency meeting summaries (electronic)
FINAL REPORTING: IMPLEMENTATION GRANTS
· Project Name, CTA#
· Date Submitted; Prepared by
· Recorded Notice of Completion
· As-Built or Record drawings
· First year and second year post construction monitoring reports. These reports include photographs (prints and electronic data) of the completed project, with labels or annotations showing dates of photographs and briefly describing the subject of each picture. · If applicable, water quality monitoring data and an analysis of the significance of this data in regard to the effectiveness of the site improvements in improving water quality.
ANNUAL EIP REPORTING
· Grantees must submit their project to the Environmental Improvement Program (EIP) tracker (https://eip.laketahoeinfo.org/) within three months of grant agreement start date. · Consult with the Tahoe Regional Planning Agency (TRPA) on EIP reporting, tracking, and performance requirements and complete reporting requirements (as applicable).
METADATA STANDARD
The standard for GIS metadata in the State of California will adhere to the Federal Geographic Data Committee (FGDC) Standard. Organizations are free to develop, edit and enhance their organizational metadata based on the full FGDC standard, but as a minimum, the California Minimum Metadata Data Standard will provide organizations that ability to comply and document GIS data with the elements outlined below.
The FGDC Standard and the California Minimum Metadata Standard will apply to all authoritative and finalized GIS data products – to include both Raster and Vector data formats.
Abstract: Briefly describe what the dataset is about (who, what, where, when). Include any limitations of the dataset, assumptions made, and if there is anything special that the user of these data should be aware of.
Name: Uniquely identifies the dataset
Purpose: Briefly describe why the dataset was created.
Date: The date or range of dates when the data were gathered, or the date the photos, maps or other items at the core of the data set, were created.
Contact: Contact information for an individual or organization that is knowledgeable about the data set. Include:
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Organization’s Name: Program, administrative unit, and agency, company, or group name Telephone Number: Including Area Code
E-Mail address: (Generic email address)
Field Definitions: List and define each field,
Abbreviation Definitions: For any field that contains numeric or alphabetic codes (e.g., SAC = Sacramento County), list each code/abbreviation and provide an unabbreviated definition.
Access/Use Constraints: Is there a need to limit who has access to see or read this dataset? If so, specify. If not, put “None”. Also include how the data should be cited, if you want something specific.
Distribution: Define distribution constraints. Also designate the location of the data. If the data is distributed as a web service or end point, provide the url or link to the service Progress: Complete or Incomplete.
Update Frequency: Possible values are: Continually, Daily, Weekly, Monthly, Annually, Unknown, As Needed, Irregular, None Planned, or …..
Projection: What is the Projected Coordinate System name? Please define the complete projection information for your data here Datum Which Datum is the projection in?
NAD83 (GCS_North_American_1983) (preferred)
NAD27 (GCS_North_American_1927)
WGS84 (WGS_1984)
ISO Topic Category and Category Code:
Farming 001
Biota 002
Boundaries 003
Climatology/ Meteorology/ Atmosphere 004
Economy 005
Elevation 006
Environment 007
Geoscientific Information 008
Health 009
Imagery/BaseMaps/ EarthCover 010
Intelligence/Military 011
Inland Waters 012
Location 013
Oceans 014
Planning / Cadastre 015
Society 016
Structure 017
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Transportation 018
Utilities / Communication 019
Keywords: keyword tags that define the data. Example: Forest Cover – trees, canopy, woodland, coniferous, etc…
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EXHIBIT G
Mandatory Insurance Provisions
Does not apply to State of California and Nevada Departments – Applies to ALL Subcontractors INSURANCE. Throughout the time period of this agreement, the CONTRACTOR shall provide the following minimum insurance coverage as listed below. Contemporaneous with the signing of this agreement, the CONTRACTOR shall file with a Certificate of Insurance, with a Best's Rating of no less than A:VII for Professional Liability Insurance and A:V for all other insurance showing. Documentation of such rating shall be provided at the same time Insurance Certificates are submitted.
In the event any policy is canceled prior to the completion of the project and the CONTRACTOR does not furnish a new certificate of insurance prior to cancellation, the insurance shall be obtained on Contractor’s behalf and the cost of the premium(s) shall be deducted from contract monies due the CONTRACTOR.
Worker's Compensation and Employers Liability Insurance:
By their signature hereunder, as CONTRACTOR, each person signing this agreement on behalf of the CONTRACTOR certifies that he or she is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self insurance in accordance with the provisions of that Code, and he or she will comply with such provisions before commencing the performance of the work of this contract.
If such insurance is underwritten by any agency other than State Compensation Fund, such agency shall be a company authorized to do business in the State of California.
Worker's Compensation Insurance shall be provided as required by any applicable law or regulation. Employer's liability insurance shall be provided in amounts not less than ONE MILLION DOLLARS ($1,000,000) each accident for bodily injury by accident, ONE MILLION DOLLARS ($1,000,000) policy limit for bodily injury by disease, and ONE MILLION DOLLARS ($1,000,000) each employee for bodily injury by disease.
If there is an exposure of injury to CONTRACTOR’S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.
Each Worker's Compensation policy shall be endorsed with the following specific language:
Cancellation Notice - "This policy shall not be canceled or materially changed without first giving thirty (30) days' prior written notice to California Tahoe Conservancy" CONTRACTOR shall require all SUBCONTRACTOR to maintain adequate Workers’ Compensation insurance. Certificates of Workers' Compensation shall be submitted upon demand.
General Liability Insurance:
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CONTRACTOR shall maintain Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONTRACTOR, providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
(1) Contractual liability insuring the obligations assumed by CONTRACTOR in this Agreement.
One of the following forms is required:
(1) Comprehensive General Liability;
(2) Commercial General Liability (Occurrence); or
(3) Commercial General Liability (Claims Made).
If CONTRACTOR carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
♦ TWO MILLION DOLLARS ($2,000,000) each occurrence
♦ TWO MILLION DOLLARS ($2,000,000) aggregate
If CONTRACTOR carries a Commercial General Liability (Occurrence) policy:
(1) The limits of liability shall not be less than:
♦ TWO MILLION DOLLARS ($2,000,000) each occurrence (combined single limit for bodily injury and property damage)
♦ TWO MILLION DOLLARS ($2,000,000) Personal Injury Liability ♦ TWO MILLION DOLLARS ($2,000,000) for Products-Completed Operations ♦ TWO MILLION DOLLARS ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be THREE MILLION DOLLARS ($3,000,000).
Special Claims-Made Policy Form Provisions:
CONTRACTOR shall not provide a Commercial General Liability (Claims Made) policy without the express prior written approval which consent, if given, shall be subject to the following conditions:
(1) The limits of liability shall not be less than:
♦ TWO MILLION DOLLARS ($2,000,000) each occurrence (combined single limit for bodily injury and property damage)
♦ TWO MILLION DOLLARS ($2,000,000) aggregate for Products Completed Operations
♦ TWO MILLION DOLLARS ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONTRACTOR shall contain language providing coverage up to six (6) months following the completion of the contract in order to 56 3
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provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.
Conformity of Coverage:
If more than one policy is used to meet the required coverage, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all polices shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved as noted above. In no cases shall the types of policies be different.
Endorsements:
Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:
1) “_____________ and the State of California, California Tahoe Conservancy, its officers, agents, employees, and volunteers are to be covered as insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement."
2) "The insurance provided by the CONTRACTOR, including any excess liability or umbrella form coverage, is primary coverage with respect to any insurance or selfinsurance programs maintained by _________ and no insurance held or owned by the California Tahoe Conservancy shall be called upon to contribute to a CONTRACTOR loss. This policy shall not be canceled or materially changed without first giving thirty (30) days' prior written notice to California Tahoe Conservancy.
Additional Liability Insurance
CONTRACTOR . shall maintain automobile liability insurance covering bodily injury and property damage in an amount no less than two million dollars ($2,000,000) combined single limit for each occurrence.
Covered vehicles shall include owned, non-owned, and hired automobiles, trucks, and other vehicles.
Professional Liability Insurance (Errors & Omissions):
CONTRACTOR shall maintain Professional Liability Insurance for Errors and Omissions coverage in the amount of not less than ONE MILLION DOLLARS ($1,000,000). If the policy does not have an endorsement providing that defense costs are excluded in the aggregate limits, then the required aggregate limits shall be TWO MILLION DOLLARS ($2,000,000).
Additional Requirements
Premium Payments: The insurance companies shall have no recourse against the California Tahoe Conservancy and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.
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Policy Deductibles: The CONTRACTOR shall be responsible for all deductibles in all of CONTRACTOR’S insurance policies. The amount of deductibles for insurance coverage required herein should be reasonable and subject to Grantor approval.
CONTRACTOR’S Obligations: CONTRACTOR’S indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.
Material Breach: Failure of the CONTRACTOR to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.
58 EXHIBIT “B”
SCOPE OF WORK
Overview
This agreement outlines potential tasks, deliverables, and responsibilities for implementing fuels reduction and forest health treatments located in the City of South Lake Tahoe. All projects under this agreement are led by City of South Lake Tahoe Fire Rescue (“FPD”) in partnership with the Tahoe Resource Conservation District will apply the following methods to reduce hazardous fuels and improve forest health adjacent to communities and infrastructure as recommended by the 2025 Lake Tahoe Basin Community Wildfire Protection Plan (CWPP):
• hand thinning,
• pile burning,
• mechanical harvesting, including but not limited to cut-to-length, feller buncher, and cable yarding,
• mastication
• and innovative harvesting methods as approved by regulating agencies Regulatory compliance will be maintained as appropriate for the project through CEQA, the Forest Practice Rules, TRPA permitting, and/or the Lahontan Timber Waiver.
Scope of Work
This Scope of Work defines the roles, tasks, limitations, and deliverables of the District and the FPD under the Cooperative Agreement. It applies to all fuels reduction and forest health projects developed pursuant to the District’s Forestry Support Program and the CWPP.
District Responsibilities
1. Professional Forestry Services
• Provide technical forestry services where a California Registered Professional Forester (RPF) is required by law, regulation, or permitting authority. • Deliver professional oversight across the full project area/landscape, ensuring prescriptions, layout, and implementation meet forestry, regulatory, and ecological standards.
2. Project Planning & Layout
• Develop treatment prescriptions, GIS maps, and project descriptions. • Identify sensitive resources and integrate protections. • Coordinate with partners to confirm goals, objectives, and schedules.
3. Environmental Compliance & Permitting
59 • Prepare and/or coordinate CEQA, TRPA, Lahontan, and CalFire documentation.
• Coordinate with cultural and biological consultants as needed. • Maintain records of permits and approvals.
4. Forestry Oversight & Monitoring
• Provide RPF oversight for layout, tree marking, monitoring, and adaptive management.
• Conduct site inspections to ensure contractor compliance with prescriptions, BMPs, and permit terms.
• Document work with field notes, monitoring logs, and photo points.
5. Reporting & Data Management
• Provide project data, monitoring reports, and final evaluations for grant compliance and partner reporting.
• Participate in regular check-ins with the FPD and other partners.
6. Contractor Approval
• Review and approve proposed contractors for forestry-related work prior to FPD hiring decisions.
• Oversight does not transfer liability for contractor performance.
FPD Responsibilities
1. Administration, Implementation & Contractor Management • Lead implementation of fuels reduction treatments.
• Administer project agreement with project funder, including project billing and reporting.
• Hire, administer, and manage contractors, including contract compliance and enforcement; retain responsibility and liability for their work.
2. Landowner & Public Notifications
• Conduct required notifications to landowners, adjacent stakeholders, and the public.
• Coordinate with schools, neighborhoods, and recreation users as appropriate.
3. Operations & Safety
• Provide logistical support for staging, access, and traffic/public interface. • Ensure safe operations and compliance with applicable laws.
Shared Responsibilities
60 • Maintain regular communication and coordination.
• Jointly adapt to site-specific conditions or changing needs. • Exchange necessary data, reports, and documentation.
Project Acceptance and Capacity
• New projects or amendments to existing projects must be submitted in writing via email with a minimum of two (2) weeks advance notice.
• The District reserves the right to decline projects due to staffing, funding, or program capacity.
• Last-minute or poorly planned requests will not obligate the District to adjust schedules or staffing.
District Limitations
The following activities are outside the scope of the District’s role under this Agreement and are not allowed:
• Acting as the consultant/technical advisor for defensible space projects or work not requiring the expertise of a California Registered Professional Forester. • Providing direct training or supervision of contractors beyond the scope of professional forestry oversight.
• Serving as a substitute for contractor workforce capacity or tactical decision-making during project implementation.
• Assuming responsibility or liability for contractor performance or public communications that are the responsibility of the FPD.
• This section serves to outline common unallowed tasks and does not limit the District to only rejecting items listed.
Deliverables
• Project prescriptions, plans, and GIS maps.
• Environmental compliance, project permitting, and RPF oversight to ensure projects are implemented as approved.
• Monitoring logs, photo documentation, and interim reports. • Final evaluation report with project outcomes and recommendations. 61 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:4
Agenda Item: Data Sharing Agreement with Xylo Risk, Inc. (XyloPlan) for Tahoe Fund Smart Community Pilot Project
Executive Summary: Wildfire risk in the Tahoe Basin and across the West is escalating, which is threatening lives, property and the environment. Land managers and homeowners are facing more pressure than ever to mitigate that risk. While comprehensive models exist for identifying, prioritizing and implementing effective mitigations in the wildland (e.g., fuels reduction treatments in forests), it has been difficult to create similar models for doing so at the neighborhood and parcel levels. As a partner with this project the city will provide data on Defensible Space Inspections within the city to be utilized by XyloPlan to model the potential wildfire risk.
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute Data Sharing Agreement with XyloPlan for Tahoe Fund Fire Smart Community Pilot Project.
Responsible Staff Member: Jay Manning, Division Chief
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report - Xylo Plan Data Agreement.docx
02-Agreement with Xylo Risk
62 Council Agenda Report January 13, 2026 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Acceptance of grant funded fire smart community pilot project with the Tahoe Fund and Agreement with Xylo Risk, Inc. (XyloPlan) for data sharing.
Location: Citywide, South Shore Division of the Tahoe Fire and Fuels Team (TFFT) Responsible Staff Members: Jay Manning, Division Chief
Background: Lake Tahoe agencies have been working closely together for the past couple of years to build capacity for fuels reduction projects and wildfire resiliency within the Tahoe Basin. The Tahoe Fund Fire Smart Community Pilot Project was launched in spring 2025 to create more fire-ready communities in Tahoe. By bringing together new technologies, local fire districts, willing homeowners associations and wildfire researchers, these pilots are helping to identify, prioritize and implement the “mitigations that matter most” for reducing wildfire risk.
Spearheaded by a collective of organizations and tech companies working on wildfire resilience, the pilots not only are transforming neighborhoods in Tahoe, they are also demonstrating how comprehensive wildfire defense can be implemented and replicated across the West
Issue and Discussion: Wildfire risk in the Tahoe Basin and across the West is escalating, which is threatening lives, property and the environment. Land managers and homeowners are facing more pressure than ever to mitigate that risk. While comprehensive models exist for identifying, prioritizing and implementing effective mitigations in the wildland (e.g., fuels reduction treatments in forests), it has been difficult to create similar models for doing so at the neighborhood and parcel levels. As a partner with this project the city will provide data on Defensible Space Inspections within the city to be utilized by XyloPlan to model the potential wildfire risk.
Financial Implications: There are no service fees associated with this project as the work has been funded by a grant with the Tahoe Fund. First year service fees will be paid by the Moore Foundation Wildfire Resilience Grant.
Environmental Considerations: None
Policy Implications: Adhere to the FINANCIAL MANAGEMENT GRANT FUNDING AND
COMPLIANCE POLICY
63 Master Services Agreement
This Master Services Agreement (this “Agreement”), dated as of January 13th 2026 (the "Effective Date"), is by and between Xylo Risk, Inc., a Delaware corporation (“XyloPlan”), and City of South Lake Tahoe, a California municipality with an address of 2101 Lake Tahoe Blvd., South Lake Tahoe, CA 96150 (“Client”).
1. Services. Subject to and conditioned upon Client’s compliance with the terms and conditions of this Agreement, XyloPlan shall provide to Client those consulting services and deliverables more specifically set forth on Exhibit A hereto (the “Services”). XyloPlan shall use commercially reasonable efforts to perform the Services in a timely manner and, except as otherwise mutually agreed upon by the parties, XyloPlan will have exclusive control over the manner and means of performing the Services, including the choice of place and time. While on Client’s premises, XyloPlan agrees to comply with Client’s then-current access rules and procedures, including those related to safety, security and confidentiality, which Client provides to XyloPlan in advance and in writing.
2. Client Obligations. During the term hereof, Client shall (i) cooperate with XyloPlan in all matters relating to the Services; (ii) respond promptly to any XyloPlan request to provide information, approvals, direction, or authorization as may be reasonably necessary for XyloPlan’s performance of the Services; and (iii) provide in a timely manner such information, data, materials, and content requested by XyloPlan for its performance of the Services, and ensure that such information, data, materials, and content are complete and accurate in all material respects. If XyloPlan's performance hereunder is prevented or delayed by any act or omission of Client, including, without limitation, any breach of the foregoing obligations, XyloPlan shall not be deemed in breach of this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client arising directly or indirectly from such prevention or delay.
3. Client-Provided Data.
3.1 Client Content. Client agrees and acknowledges that XyloPlan’s performance of the Services, including, without limitation, the quality and accuracy of any Deliverables (as defined below), is dependent upon the quality, completeness and accuracy of all data, information, materials, and content provided or made available by or on behalf of Client hereunder (collectively, “Client Content”). Client shall ensure, and hereby represents and warrants to XyloPlan, that: (i) all Client Content is complete, accurate, up-to-date, and not deceptive or misleading; (ii) Client has all rights, licenses, and permissions (including, without limitation, from any data subjects) necessary to make the Client Content available to XyloPlan and to permit XyloPlan’s collection, use, processing, and storage of the same as contemplated hereunder; and (iii) the Client Content, and XyloPlan’s access and use of the same as contemplated hereunder, does not and shall not infringe, misappropriate, or violate the intellectual property rights or rights of privacy or publicity of any third party.
3.2 Personal Information. The parties acknowledge that, where required for the Services, certain of the Client Content may contain information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person (“Personal Information”). Notwithstanding the foregoing, Client shall not provide or make available to XyloPlan any Personal Information, except where the parties have first executed the Data Security and Privacy Addendum, attached hereto as Exhibit B (the “DPA”).
XyloPlan shall not be required to access, process, or store any Personal Information until the DPA is fully executed, and Client acknowledges and agrees that if it provides any Personal Information to 64 2
XyloPlan prior to the execution of the DPA, it does so at its own risk and shall remain solely responsible for any resulting liabilities, losses, or breaches arising from such disclosure.
3.3 License. As between the parties, Client is the sole and exclusive owner of all right, title, and interest in and to the Client Content, subject to the use rights and licenses granted herein. Client hereby grants to XyloPlan a limited, non-exclusive, worldwide, fully paid-up, sublicensable (to subcontractors only), royalty-free right and license during the term to access and use the Client Content to the extent needed for XyloPlan’s performance of the Services and creation of the Deliverables hereunder. Client represents and warrants to XyloPlan that it has all rights, licenses, and authorizations necessary to grant the foregoing license.
3.4 Data Use Rights. Client acknowledges that for XyloPlan to perform the Services (including the production and delivery of the Deliverables) to high levels of quality, XyloPlan requires the freedom to apply its algorithms, know-how and methodologies. Accordingly, in addition to the other uses of Client Content permitted under this Agreement and notwithstanding anything herein to the contrary, XyloPlan shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, solely on an aggregated and/or de-identified basis and within the scope of XyloPlan’s regular business operations, any Client Content or other information learned, acquired or obtained by XyloPlan in connection with this Agreement, including, without limitation, for purposes of: (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools; (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving XyloPlan’s products and services; and (iii) otherwise making XyloPlan’s services and deliverables available to its customers. For the avoidance of doubt, (x) XyloPlan shall not share Client Content with any third party, except with the written permission of Client or to the extent that such Client Content is aggregated and anonymized such that neither Client nor any individual can reasonably be identified, and (y) any provision of this Agreement requiring that XyloPlan return or delete Client Content obtained through its performance of this Agreement shall be deemed to apply only to such Client Content in its raw form as obtained from or through Client, and not to the product or result of the aggregation, manipulation, or other use of such Client Content by XyloPlan in connection with this Section 3.4.
4. Compensation. In consideration for XyloPlan’s performance of the Services, Client will pay XyloPlan the fees as described in, and in the manner set forth in, Exhibit A (the “Service Fees”). Client shall reimburse XyloPlan for any actual and documented out-of-pocket expenses that it incurs in providing the Services (including, without limitation, travel expenses), and which are approved of in advance by Client (the “Expenses”). Except as otherwise set forth in Exhibit A, XyloPlan shall invoice Client for Service Fees and any Expenses on a monthly basis and all Service Fees and Expenses payable to XyloPlan under this Agreement will be due within thirty (30) days from the date of invoice. Overdue payments will be subject to interest at the rate of one and one-half percent (1.5%) per month, or the highest interest rate permitted by applicable law, whichever is less.
5. Intellectual Property.
5.1 Deliverables. Except as otherwise set forth in Sections 5.2 or 5.3, as between XyloPlan and Client, Client is and shall be the sole and exclusive owner of all deliverables identified on Exhibit A hereto and provided to Client by XyloPlan in connection with its performance of the Services (the “Deliverables”). Subject to Sections 5.2 and 5.3 hereof, XyloPlan irrevocably assigns to Client all of its right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Upon the request and at the expense of Client, XyloPlan shall take such further actions, including execution and delivery of appropriate instruments of conveyance, as may 65 3
be reasonably necessary to assist Client to prosecute, register, perfect, or record its rights in or to any Deliverables.
5.2 XyloPlan IP. As between XyloPlan and Client, XyloPlan is and shall remain the sole and exclusive owner of all right, title and interest in and to (i) any technology, platforms, algorithms, materials, content, processes, software, or other intellectual property, in any form and in any media, created by, owned or licensed to XyloPlan prior to this Agreement or outside of the scope of its performance of the Services (collectively, “Background IP”), (ii) any improvements, additions, or modifications to, or derivatives of, such Background IP conceived, originating, or prepared after the Effective Date hereof, whether or not in connection with XyloPlan’s performance of the Services, and any developments not constituting Deliverables hereunder, and (iii) all intellectual property rights arising in or relating to any of the foregoing (collectively, the “XyloPlan IP”).
5.3 Generic Elements. Client acknowledges and agrees that, in the course of performing the Services and providing the Deliverables, XyloPlan may develop certain methodologies, tools, analytical methods and other knowledge or processes that are generic and that do not relate exclusively to the Confidential Information (as defined below) of Client (“Generic Elements”).
Notwithstanding anything to the contrary herein, the parties acknowledge and agree that XyloPlan, during and after the term hereof, shall have the continuing right to use, apply, and otherwise exploit such Generic Elements for any purpose whatsoever, including, without limitation, in connection with the operation of XyloPlan’s business.
6. Confidentiality. Each party shall retain in confidence the non-public information and know-how disclosed or made available by the other party pursuant to this Agreement and which is (i) designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure, or (ii) should reasonably be understood to be confidential by the recipient (“Confidential Information”). For the avoidance of doubt, XyloPlan’s Confidential Information shall include the XyloPlan IP, and Client’s Confidential Information shall include the Client Content. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information; (b) refrain from using the other party’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party, except to such employees, consultants, contractors, and representatives of the receiving party as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Notwithstanding the foregoing, the non-use and non-disclosure provisions of this Section shall not apply to any Confidential Information which is: (i) already publicly known without breach of this Agreement; (ii) discovered or created by the receiving party without use of, or reference to, the Confidential Information of the disclosing party, as shown in records of the receiving party; or (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party.
Notwithstanding the foregoing, a receiving party may disclose Confidential Information if and only to the extent required by law (including, but not limited to, the California Public Records Act) or court order; provided, however, that the receiving party shall, to the extent permitted by law, provide prompt notice thereof and reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
7. Term. The term of this Agreement begins on the Effective Date set forth above. The rights and obligations of the parties in this Agreement, which, by their express terms or nature and context is intended to survive termination or expiration of this Agreement (including, without limitation, Sections 2 through 15), will survive any such termination or expiration. 66 4
8. Limitations on Reliance. Client understands and agrees that the Services and any Deliverables are provided only as a limited wildfire assessment and modeling tool, and that XyloPlan makes no representations or warranties, whatsoever, that XyloPlan’s provision of the Services or any Deliverables generated in association therewith will be accurate or error-free. Client expressly acknowledges that the Services and Deliverables constitute, include, or are based on models or projections of possible winddriven fire impacts and potential fuel treatments that may interrupt such impacts, and that the Services and Deliverables are not designed to be, and should not be relied on as, a comprehensive fire mitigation program. XyloPlan shall have no obligation or liability to Client or any third party with respect to any matter arising out of or with respect to Client’s or any third party’s use of and reliance on the Services and Deliverables, including, without limitation, any legal, economic, or other consequences arising from any failure of the Services or Deliverables to accurately predict fire paths and mitigation measures. Client shall be solely responsible for any use of the Services and Deliverables and for any reliance on the same by it and any third parties. Client hereby agrees to, and hereby does, release XyloPlan and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, property damage, or economic loss or liability that either directly or indirectly arise from Client’s or any third party’s reliance on the Services or Deliverables. If Client is a California resident, Client hereby waives California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
9. Representations and Warranties. XyloPlan represents and warrants that (a) the Services will be performed in a professional manner and in accordance with generally accepted industry standards, (b) XyloPlan has the right and ability to assign the ownership of the Deliverables to Client pursuant to and in accordance with this Agreement, and (c) to XyloPlan’s knowledge, and except to the extent caused by or arising from any Client Content, neither the Deliverables nor any element thereof will infringe upon or misappropriate any copyright, trademark, or trade secret of any person. Client represents and warrants that (i) it has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein, and (ii) if the Services require access to, or analysis of, any Client Content or other data, information, technology, computer, computer network or communications network, or other system or equipment, Client has, or will obtain prior to commencement of such Services, all rights, licenses or consents required to authorize XyloPlan to perform such Services, including any required licenses or consents from third-party owners of licensed or shared resources.
10.Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY
KIND, AND XYLOPLAN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,
OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER XYLOPLAN
NOR ANY PERSON ASSOCIATED WITH XYLOPLAN MAKES ANY REPRESENTATION OR WARRANTY WITH
RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE
SERVICES OR DELIVERABLES, NOR DOES XYLOPLAN OR ANYONE ASSOCIATED WITH XYLOPLAN REPRESENT
OR WARRANT THAT THE SERVICES, DELIVERABLES, XYLOPLAN IP, GENERIC ELEMENTS, OR ANY OUTPUTS OR OTHER RESULTS GENERATED FROM THE USE OF THE SAME, WILL BE ACCURATE, RELIABLE, ERRORFREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES AND DELIVERABLES
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES AND DELIVERABLES WILL BE COMPATIBLE WITH CLIENT’S SOFTWARE, SYSTEMS, OR OWN SERVICES, OR THAT THE SERVICES AND DELIVERABLES WILL OTHERWISE MEET CLIENT’S OR ANY THIRD PARTY’S NEEDS OR EXPECTATIONS. AS 67 5
BETWEEN CLIENT AND XYLOPLAN, CLIENT ASSUMES ALL RISK IN CONNECTION WITH CLIENT’S AND ANY THIRD PARTY’S USE OF AND RELIANCE ON THE SERVICES OR DELIVERABLES, INCLUDING ALL RESULTS GENERATED THEREBY.
CLIENT FURTHER UNDERSTANDS THAT THE DELIVERABLES AND ANY OTHER OUTPUTS OR RESULTS GENERATED BY XYLOPLAN’S PERFORMANCE OF THE SERVICES ARE DEPENDENT ON, AND INFLUENCED BY,
CERTAIN INPUTS AND DATA PROVIDED OR MADE AVAILABLE BY CLIENT, INCLUDING, WITHOUT LIMITATION, THE CLIENT CONTENT. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL CLIENT
CONTENT AND OTHER INPUTS AND DATA ARE CORRECT, COMPLETE, AND ERROR FREE, AND XYLOPLAN
SHALL HAVE NO LIABILITY OR OBLIGATION TO OR WITH RESPECT TO SUCH CLIENT CONTENT OR OTHER INPUTS OR DATA.
WITHOUT LIMITING THE FOREGOING, CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT THE
SERVICES AND DELIVERABLES ARE INTENDED AS A SUPPORTING TOOL IN THE PREDICTION AND
MANAGEMENT OF FIRE, BUT SHOULD NOT BE RELIED ON AS AN EXCLUSIVE MEANS OF FIRE MITIGATION OR MANAGEMENT. THE SERVICES AND DELIVERABLES ARE NOT INTENDED TO REPLACE, AND SHOULD
NOT BE USED AS A REPLACEMENT FOR, ALL OTHER FIRE MONITORING, PREDICTION, DETECTION OR MANAGEMENT METHODS. CLIENT SHOULD TAKE ALL REASONABLE STEPS TO PREVENT, DETECT, AND
CONTAIN FIRES, AND XYLOPLAN SHALL HAVE NO OBLIGATION OR LIABILITY ARISING FROM ANY FAILURE BY ANY PERSON OR ENTITY TO DO SO. XYLOPLAN SHALL NOT BE RESPONSIBLE FOR, AND CLIENT HEREBY
AGREES TO, AND HEREBY DOES,ONITSOWNBEHALF ANDONBEHALFOF ANYOF ITS CUSTOMERS AND/OR
OTHER THIRD PARTIES ACCESSING OR RELYING ON THE SERVICES OR DELIVERABLES, RELEASE XYLOPLAN
AND ITS SUCCESSORS, ASSIGNS AND LICENSORS FROM ANY CLAIMS, DEMANDS, LOSSES, DAMAGES,
RIGHTS, AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR ECONOMIC LOSSOR LIABILITY THAT EITHERDIRECTLYOR INDIRECTLY ARISE FROM CLIENT’SOR ANYOTHER THIRD PARTY’S RELIANCE ON THE SERVICES OR DELIVERABLES OR ANY OUTPUTS OR OTHER RESULTS
GENERATED THEREBY, INCLUDING ANY FAILURE OF THE SERVICES OR DELIVERABLES TO ACCURATELY
MODELOR PREDICT FIRE PATHS AND APPROPRIATE VEGETATIONMANAGEMENT ANDOTHER MITIGATION MEASURES. IF CLIENT IS A CALIFORNIA RESIDENT, CLIENT HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWNBY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
11.Feedback. To the extent Client provides XyloPlan with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Services or Deliverables (collectively, “Feedback”), Client hereby assigns and agrees to assign to XyloPlan all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agrees that XyloPlan will be free to use such Feedback in any manner, including by implementing such Feedback in the Services, Deliverables, and/or Licensor’s other technologies, products and services, without compensation or other obligation to Client.
12.Publicity. All public statements shall require the mutual consent of both parties.
13.Miscellaneous. Neither party may assign this Agreement (in whole or in part) without the other party’s prior written consent; provided, that either party may assign this Agreement to an affiliate or in connection with an acquisition, including in connection with a merger or assignment of all or substantially all of the business or assets of such party related to this Agreement. Any attempted assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement will be for the benefit of, and shall be binding on, the parties’ successors and assigns. XyloPlan’s relationship with 68 6
Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of XyloPlan’s employees or agents. Except where otherwise expressly authorized in writing by Client, XyloPlan is not authorized to make any representation, contract or commitment on behalf of Client. This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Alameda County, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. The Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than any payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this Section, and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.
[SIGNATURE PAGE FOLLOWS]
69 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Xylo Risk, Inc.
By_____________________
Name: Scott Cheeseman
Title: CEO
City of South Lake Tahoe
By_____________________
Name:
Title: Mayor
Approve as to Form
By:_________________
Heather Sroud, City Attorney
ATTEST:
By:_____________________
Susan Blankenship, City Clerk
70 EXHIBIT A
SERVICE DESCRIPTION
Services
● Conduct an assessment of the wildfire risk to the Gardner Mountain Neighborhood in South Lake Tahoe, using speed-based Fire Pathways to identify areas of the community at risk for catastrophic fire. The Gardner Mountain Neighborhood is bounded by South Lake Tahoe High school to the South, Lake Tahoe Boulevard to the SE, Hwy 89 to the NE, and the City Limits to the West. Fire weather, topography, and vegetative fuel load will be considered to derive maps of areas likely to undergo rapid fire spread during a fast-moving, wind-driven fire event. ● Conduct and Urban fire spread baseline scenario as vegetative fire enters the neighborhood from the West.
● Simulate (2) urban fire spread mitigated scenarios with the existing fuel modifications and an additional recommended fuel modification zone.
Deliverables
● Maps, graphics, and visualizations highlighting speed-based Fire Pathways and the relative risk to areas of the built environment from modeled Fire Pathways ● Urban Fire Spread modeling
● Documentation describing the modeling techniques, risk analysis methodology, and findings.
Service Fees
First year service fees to be paid by the Moore Foundation Wildfire Resilience Initiative Grant.
Expenses
None
Start Date
This Master Services Agreement and all associated services shall commence as of the Effective Date of this Agreement.
Term
This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (the "Initial Term") unless terminated as provided herein. The Agreement shall not automatically renew and will have no successive one (1) year periods. 71 EXHIBIT B
DATA SECURITY AND PRIVACY ADDENDUM
This Data Security and Privacy Addendum (the “Addendum”) is entered into as of the date last signed below (the “Effective Date”), by and between Xylo Risk, Inc., a Delaware corporation (“XyloPlan”), and City of South Lake Tahoe, a California municipality with an address of 2101 Lake Tahoe Blvd., South Lake Tahoe, CA 96150 (the “Client”), and is an Exhibit to the Master Services Agreement entered into by the parties and dated effective as of January 13th 2026 (the “Agreement”). This Addendum governs the processing of Personal Information by XyloPlan on behalf of Client in connection with XyloPlan’s performance of the Services in connection with the Agreement.
1. Definitions
1.1. “Business Purpose,” “Sell,” “Share,” and “Consumer” shall have the meanings given to them in the CCPA.
1.2. “Applicable Law” means the CCPA and any other applicable U.S. privacy and data protection laws governing the use of Personal Information.
1.3. “CCPA” means the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) and its implementing regulations.
1.4. “Personal Information” has the meaning set forth in the CCPA and refers to information provided by or on behalf of Client that is processed by XyloPlan in connection with the Services.
1.5. “Services” means the services and related activities provided by XyloPlan to Client as described in the Agreement and any applicable statements of work, order forms, or similar documentation entered into thereunder.
2. Scope and Restrictions on Use
2.1. XyloPlan shall process the Personal Information solely on behalf of Client and only for the Business Purposes described in the Agreement. XyloPlan shall not:
● Sell or Share the Personal Information;
● Retain, use, or disclose the Personal Information for any purpose other than for the Business Purposes specified in the Agreement; or
● Retain, use or disclose the Personal Information, except in connection with the direct business relationship between XyloPlan and Client.
2.2. XyloPlan certifies that it understands and will comply with the restrictions and obligations set forth in this Addendum and the CCPA.
3. Consumer Requests and Assistance
3.1. XyloPlan shall promptly notify Client if it receives any request from a Consumer regarding their Personal Information, including requests to access, delete, correct, or opt out of the sale or sharing of their Personal Information.
72 10
3.2. XyloPlan shall not respond to such requests directly but will provide reasonable assistance to Client in fulfilling its obligations under the CCPA to respond to Consumer requests.
4. Security
XyloPlan shall implement and maintain reasonable and appropriate administrative, technical, and physical security measures to protect Personal Information against unauthorized access, destruction, use, modification, or disclosure, as required by the CCPA and other Applicable Laws.
5. Subprocessors
XyloPlan may engage subcontractors or subprocessors to assist in providing the Services, provided that:
● XyloPlan enters into a written agreement with each subprocessor that complies with the requirements of the CCPA, including limitations on use and disclosure of Personal Information; ● XyloPlan remains liable for the acts and omissions of its subprocessors with respect to Personal Information.
Upon request, XyloPlan shall provide Client with a list of approved subprocessors. To the extent any part of this paragraph conflicts with the City’s Professional Services Agreement, the City’s Professional Services Agreement shall control.
6. Data Retention and Deletion
Upon termination or expiration of the Agreement, or upon written request by Client, XyloPlan shall promptly return to Client or delete Personal Information in its possession, except to the extent retention is required by Applicable Law or by Client’s record retention schedule. Before XyloPlan deletes any of Client’s Personal Information in its possession, XyloPlan will obtain written approval from City the such deletion complies with Client’s record retention schedule. XyloPlan shall certify the deletion upon request.
7. Audits
Upon 30 days’ prior written request and subject to reasonable confidentiality and security controls, XyloPlan shall make available to Client information necessary to demonstrate its compliance with this Addendum and the CCPA. Any such audit or inspection shall be conducted no more than once annually and shall be at Client’s sole cost and expense.
8. Client Responsibilities
8.1. Client shall not provide Personal Information to XyloPlan unless:
(a) this Addendum is fully executed by both parties; and (b) the Personal Information is limited to that which is necessary for XyloPlan to perform the Services.
8.2. Client represents and warrants that all Personal Information it discloses or otherwise provides to XyloPlan has been collected and shared in compliance with all Applicable Laws, including providing all 73 11
necessary privacy notices and obtaining all required consents or authorizations from Consumers. Client shall be solely responsible for the accuracy, quality, and legality of such Personal Information.
9. Limitation of Liability
Nothing in this Addendum shall be deemed to modify the indemnification and limitation of liability provisions in the City’s Professional Services Agreement, which shall apply equally to this Addendum.
10. Miscellaneous
10.1. In the event of a conflict between this Addendum and any other agreement between the parties, this Addendum shall govern with respect to the handling of Personal Information under the CCPA.
10.2. This Addendum shall be governed by the same laws as the City’s Professional Services Agreement, including all Exhibits thereto.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the Effective Date.
Xylo Risk, Inc.
By_____________________
Name: Scott Cheeseman
Title: CEO
City of South Lake Tahoe
By_____________________
Name:
Title: Mayor
74 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:5
Agenda Item: Right of Entry Agreement with El Dorado County and Lake Valley Fire Protection District for Fuels Reduction work on County-Owned Properties
Executive Summary: Over the past two years, South Lake Tahoe Fire Department (SLTFD) and LVFPD staff have been coordinating a single wildfire prevention division from Stateline, NV to Echo Summit. As we all know and have witnessed, wildfire knows no boundaries. SLTFD and the LVFPD desire to cooperate to eliminate the mutual threat of a catastrophic wildfire. To accomplish this goal, the SLTFD and LVFPD desire to enter into a Right of Entry Agreement with El Dorado County to eliminate fire hazards and create defensible space on El Dorado County-owned properties. Furthermore, El Dorado County, SLTFD and LVFPD desire to work together to perform fuel reduction work on countyowned properties in South Lake Tahoe and Lake Valley Fire Protection District areas regardless of jurisdiction. This is a Right of Entry Agreement whereby El Dorado County, LVFPD and SLTFD have been discussing the options to work together planning and managing fuels reduction projects on Countyowned properties to help make the community more resilient to wildfire. All agencies agree that a partnership between the agencies is the best tool to try and increase the capacity of work to be completed within the South Shore Division of the Tahoe Fire and Fuels Team (TFFT). Current grantfunded projects are being implemented near County-owned properties and implementation funding is being finalized between LVFPD and CTC for work completion with the SLTFD South Shore Fuels Crew.
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute a Right of Entry Agreement between El Dorado County, the City of South Lake Tahoe, and Lake Valley Fire Protection District for Fuels Reduction work on County-owned properties.
Responsible Staff Member: Jay Manning, Division Chief
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report - Right of Entry Agreement with EDC and LVFPD.docx 02-Right of Entry Agreement.pdf
75 Council Agenda Report January 13, 2026 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Right of Entry Agreement with El Dorado County, the City of South Lake Tahoe and Lake Valley Fire Protection District for Fuels Reduction work on County owned properties.
Location: On County-owned properties within Lake Valley Fire Protection District Responsible Staff Members: Jay Manning, Division Chief
Background: Over the past two years, South Lake Tahoe Fire Department (SLTFD) and LVFPD staff have been coordinating a single wildfire prevention division from Stateline, NV to Echo Summit. As we all know and have witnessed, wildfire knows no boundaries. SLTFD and the LVFPD desire to cooperate to eliminate the mutual threat of a catastrophic wildfire. To accomplish this goal, the SLTFD and LVFPD desire to enter into a Right of Entry Agreement with El Dorado County to eliminate fire hazards and create defensible space on El Dorado County-owned properties. Furthermore, El Dorado County, SLTFD and LVFPD desire to work together to perform fuel reduction work on county-owned properties in South Lake Tahoe and Lake Valley Fire Protection District areas regardless of jurisdiction.
Issue and Discussion: This is a Right of Entry Agreement whereby El Dorado County, LVFPD and SLTFD have been discussing the options to work together planning and managing fuels reduction projects on 71 County-owned properties within LVFPD to help make the community more resilient to wildfire. All agencies agree that a partnership between the agencies is the best tool to try and increase the capacity of work to be completed within the South Shore Division of the Tahoe Fire and Fuels Team (TFFT). Current grant funded projects are being implemented near County-owned properties and implementation funding is being finalized between LVFPD and CTC for work completion with the SLTFD South Shore Fuels Crew.
Financial Implications: The agreement will allow for work to be completed on Countyowned properties and any financial implications will be through grant funding for implementation. There are no current financial implications with the Right of Entry Agreement.
Environmental Considerations: This Agreement is categorically exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15304(i) (minor alterations to land).
Policy Implications: The approval of this ROE Agreement supports Strategic Priority 3 Public Safety, Action Item 4) Continue to modernize wildfire preparedness and emergency evacuation plan in coordination with neighboring jurisdictions. 76 77
78 79
80 APN OWNERSHIP SITE ADDRESS GIS ACRES Treatable Acres Site Name 018-281-07 ELDORADO COUNTY 2063 CASCADE RD 0.65 0.65 Unincorporated Lots 025-342-13 ELDORADO COUNTY 1359 CHINQUAPIN DR 0.17 0.17 Unincorporated Lots 025-354-02 ELDORADO COUNTY 1401 CHINQUAPIN DR 0.17 0.17 Unincorporated Lots 025-271-10 ELDORADO COUNTY 1480 ORMSBY DR 0.28 0.28 Unincorporated Lots 025-342-07 ELDORADO COUNTY 1335CHINQUAPIN DR 0.25 0.25 Unincorporated Lots 025-354-03 ELDORADO COUNTY 1407 CHINQUAPIN DR 0.24 0.24 Unincorporated Lots 025-271-51 ELDORADO COUNTY 1462 ORMSBY DR 0.28 0.28 Unincorporated Lots 025-451-22 ELDORADO COUNTY NO SITE ADDRESS 0.05 0.05 Unincorporated Lots 025-451-23 ELDORADO COUNTY NO SITE ADDRESS 0.83 0.83 Unincorporated Lots 025-271-27 ELDORADO COUNTY 1612 BLACKBART CT 0.37 0.37 Unincorporated Lots 025-421-09 ELDORADO COUNTY 1685 BLACKBART CT 0.33 0.33 Unincorporated Lots 025-520-14 ELDORADO COUNTY NO SITE ADDRESS 0.19 0.19 Unincorporated Lots 025-442-21 ELDORADO COUNTY NO SITE ADDRESS 0.68 0.68 Unincorporated Lots 025-442-10 ELDORADO COUNTY NO SITE ADDRESS 0.64 0.64 Unincorporated Lots 025-601-02 ELDORADO COUNTY 2365 DEL NORTE ST 0.74 0.74 Unincorporated Lots 025-301-18 ELDORADO COUNTY NO SITE ADDRESS 0.16 0.16 Unincorporated Lots 025-443-15 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 025-442-04 ELDORADO COUNTY NO SITE ADDRESS 0.51 0.51 Unincorporated Lots 033-552-12 ELDORADO COUNTY NO SITE ADDRESS 0.32 0.32 Unincorporated Lots 033-552-13 ELDORADO COUNTY NO SITE ADDRESS 0.32 0.32 Unincorporated Lots 033-272-17 ELDORADO COUNTY NO SITE ADDRESS 0.23 0.23 Unincorporated Lots 033-251-13 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-272-01 ELDORADO COUNTY NO SITE ADDRESS 0.34 0.34 Unincorporated Lots 033-251-17 ELDORADO COUNTY NO SITE ADDRESS 0.34 0.34 Unincorporated Lots 033-251-21 ELDORADO COUNTY NO SITE ADDRESS 0.23 0.23 Unincorporated Lots 033-276-05 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 033-251-14 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-272-16 ELDORADO COUNTY NO SITE ADDRESS 0.23 0.23 Unincorporated Lots 033-251-23 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 033-252--01 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-272-12 ELDORADO COUNTY NO SITE ADDRESS 0.23 0.23 Unincorporated Lots 033-251-11 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 033-251-25 ELDORADO COUNTY NO SITE ADDRESS 0.34 0.34 Unincorporated Lots 033-253-04 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 033-253-02 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 033-253-05 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 033-253-03 ELDORADO COUNTY NO SITE ADDRESS 0.23 0.23 Unincorporated Lots 033-542-17 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-542-01 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-541-08 ELDORADO COUNTY NO SITE ADDRESS 0.29 0.29 Unincorporated Lots 033-542-16 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-542-02 ELDORADO COUNTY NO SITE ADDRESS 0.23 0.23 Unincorporated Lots 033-542-11 ELDORADO COUNTY NO SITE ADDRESS 0.87 0.87 Unincorporated Lots 033-542-10 ELDORADO COUNTY NO SITE ADDRESS 0.88 0.88 Unincorporated Lots 033-542-12 ELDORADO COUNTY NO SITE ADDRESS 1.01 1.01 Unincorporated Lots 033-524-02 ELDORADO COUNTY NO SITE ADDRESS 0.87 0.87 Unincorporated Lots CTC Implementation Grant APN List
EXHIBIT A
81 033-481-31 ELDORADO COUNTY NO SITE ADDRESS 0.28 0.28 Unincorporated Lots 033-251-20 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 033-253-01 ELDORADO COUNTY NO SITE ADDRESS 0.28 0.28 Unincorporated Lots 033-644-11 ELDORADO COUNTY NO SITE ADDRESS 0.14 0.14 Unincorporated Lots 033-644-10 ELDORADO COUNTY 1470 PIONEER TRL 0.48 0.48 Unincorporated Lots 033-191-06 ELDORADO COUNTY 1374 BOCA RATON DR 1.16 1.16 Unincorporated Lots 034-020-06 ELDORADO COUNTY NO SITE ADDRESS 0.9 0.9 Unincorporated Lots 034-452-08 ELDORADO COUNTY NO SITE ADDRESS 0.44 0.44 Unincorporated Lots 034-452-10 ELDORADO COUNTY NO SITE ADDRESS 0.25 0.25 Unincorporated Lots 034-452-11 ELDORADO COUNTY NO SITE ADDRESS 0.26 0.26 Unincorporated Lots 034-622-07 ELDORADO COUNTY 621 W SAN BERNARDINO AVE 1.04 1.04 Unincorporated Lots 034-623-03 ELDORADO COUNTY 630 W SAN BERNARDINO AVE 0.33 0.33 Unincorporated Lots 034-623-02 ELDORADO COUNTY 620 W SAN BERNARDINO AVE 0.33 0.33 Unincorporated Lots 034-623-06 ELDORADO COUNTY 660 W SAN BERNARDINO AVE 0.42 0.42 Unincorporated Lots 034-391-07 ELDORADO COUNTY NO SITE ADDRESS 1.12 1.12 Unincorporated Lots 034-081-04 ELDORADO COUNTY 1932 CELIO LN 0.26 0.26 Unincorporated Lots 034-084-11 ELDORADO COUNTY 1911 MOHICAN DR 0.4 0.4 Unincorporated Lots 034-132-07 ELDORADO COUNTY NO SITE ADDRESS 0.26 0.26 Unincorporated Lots 034-181-01 ELDORADO COUNTY NO SITE ADDRESS 0.24 0.24 Unincorporated Lots 035-286-11 ELDORADO COUNTY 786 NAHANE DR 0.15 0.15 Unincorporated Lots 036-582-13 ELDORADO COUNTY 3131 EGRETWA 3.83 3.83 Unincorporated Lots 033-691-05 ELDORADO COUNTY 975 WASHOAN BL VD 0.31 0.31 Unincorporated Lots 250-100-23 ELDORADO COUNTY 1360 JOHNSON BLVD 4.02 2 GOVT PLAZA 250-100-60 ELDORADO COUNTY 1041 AL TAHOE BLVD 1.96 1.5 GOVT PLAZA 250-100-61 ELDORADO COUNTY NO SITE ADDRESS 4 2 GOVT PLAZA 82 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:6
Agenda Item: Self Contained Breathing Apparatus (SCBA) Purchase Executive Summary: The Fire Department has identified the need to replace our fleet of Self-Contained Breathing Apparatus (SCBA). Our current inventory is 10 years old (purchased in 2015) and at the end of service life per NFPA standards. The manufacturer's warranty and the serviceability also expires at 10 years. We intend to replace our existing inventory with new Scott Airpaks which will ensure compatibility with our neighboring agencies and will also modernize our fleet of SCBA. Budget for this purchase is made possible through Prop 172 Safety Sales Tax funds. During our Fiscal Year 25/26 budgeting process this expenditure was preliminarily approved with funds transferred from account number 222 02210 50001 (Fire Safety Sales Tax) into account number 100 02220 44203 Fire Suppression/SCBA. No General Fund Monies are being requested at this time. Additionally, this purchase is made possible through a cooperative purchasing agreement with the State and CalFIRE and is in alignment with the City's Procurement Policy approved by Council on August 12, 2025.
Requested Action / Suggested Motions: Pass a Motion authorizing the City Manager to execute a Purchase Order for the purchase of new SCBA inventory from ALL STAR Fire Equipment for an amount not to exceed $361,799.51.
Responsible Staff Member: Jim Drennan, Fire Chief
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
02-SCBA Purchase Quote.pdf
01-Staff_Report_SCBA Purchase_final.docx
03-State_Contract_Language.pdf
83 Council Agenda Report January 13,
2026 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13th, 2026
Title: Self Contained Breathing Apparatus Purchase
Location: Fire Department
Responsible Staff Member: Jim Drennan, Fire Chief (530) 542-6152 Background: The Fire Department has identified the need to replace our fleet of SelfContained Breathing Apparatus (SCBA). The current inventory was purchased in 2015 and has reached end of life at 10 years of service. NFPA standards recommend replacement after ten years and in this case the manufacturer warranty and serviceability ends at 10 years. Our neighboring agencies have recently upgraded their fleet of SCBA and we will need to replace ours to maintain compatibility as well. Our decision to purchase Scott Airpaks is due to compatibility with our mutual aid partners in the basin including, Tahoe Douglas Fire, Lake Valley Fire, CalFIRE and most of the agencies in the Tahoe Region, as well as the availability of these Airpaks through the State of California Cooperative Contract with Allstar Fire Equipment, Contract # 1-22-42.04.
Issue and Discussion: We currently have an inventory of 36 SCBA pack assemblies and 62 bottles. These are kept on all of our front-line apparatus including 4 Engines, 1 Truck company, 3 Type III Brush Engines, and our Battalion Chief vehicles. We will be replacing that inventory with 40 full SCBA assemblies which includes the mask, pack, bottle and tracking devices. Additionally, we are ordering 40 spare bottles. Our current inventory of Scott Packs will be placed in surplus status and most likely sold at auction.
Financial Implications: The State’s contract with Allstar Fire Equipment, Inc. (Contractor) provides Scott Safety Brand Self-Contained Breathing Apparatus (SCBA at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of the Contract #1-22-42-04). The Contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting and distribution of SCBA to the State and local government agencies wishing to participate.
The full cost breakdown is as follows:
(40) X8813025305303 Scott SCBA assembly including harness, bottle, cylinder, facepiece, voice amplifier, PASS device and PakTracker
(40) Extra Carbon Cylinders
Subtotal $332,689.20
Sales Tax $29,110.31
Freight $0
Total: $361,799.51
During the budgeting process for fiscal year 25/26 the need to replace our SCBA inventory was identified. Budget was subsequently approved to move $400,000 from account 222 02210 50001 84 Council Agenda Report January 13,
2026
Fire Safety Sales Tax into account 100 02220 44203 Fire Suppression/SCBA. No General Fund monies are needed or requested at this time.
Environmental Considerations: This is not a ‘project’ subject to review under the California Environmental Quality Act (CEQA) under CEQA guidelines section 15378(b)(2) (continuing administrative or maintenance activities, such as purchases for supplies).
Policy Implications: This purchase complies with Financial Management – Procurement Policy approved by City Council on August 12th, 2025 section 1.8 Cooperative Purchasing, as noted in City Code section 3.45.090.
The purchase of a replacement fleet of SCBA supports the following strategic priority:
Priority 3: Ensure Public Safety
85 BUDGETARY
SALES QUOTE
12328 Lower Azusa Road 2613 Barrington Court SLTFD0608-REV2 Arcadia, CA 91006 Hayward, CA 94545 Written By
(626) 652-0900 (510) 887-6295 Mark Preisendorf
City of South Lake Tahoe Ship To:
1901 Airport Rd. Suite 210
South Lake Tahoe, CA 96150-7048
South Lake Tahoe, CA 96150
Phone: 650-823-6957 Email: [email protected]
Date Date Required Cust. Order # Tax Exempt # Terms F.O.B. Salesperson Ship Via 12/15/2025 QUOTE Net 30 Destination Bunker Drop Ship
Quantity U/M Price Amount
40 EA 7,136.00 285,440.00
40 EA 1,181.23 47,249.20
Subtotal $332,689.20
Sales Tax 8.750% $29,110.31
Freight $0.00
Total $361,799.51
X8814025305303 SCBA SYSTEM. 4500psi,
Sanp-Change Cylinder connection.
Standard Waist Belt, UEBSS, PASS w/Pak-Tracker
Includes: (1) Cylinder, Facepiece, Epic Voice Amp.
Mask Size: (2) Small, (36) Medium, (2) Large
Additional Core Items
804722-01 Carbon Cylinder, 45 Minute, 4500psi,
With CGA Valve.
Quote Valid untill
February 1, 2026
Core SCBA per State Cal Fire Contract 2025
Description
City of South Lake Tahoe FD
Attn: Tom Jones
2101 Lake Tahoe Blvd.
This budgetery Quote
Is to help plan
Future purchase
Bill To:
86 Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California
STATEWIDE CONTRACT
USER INSTRUCTIONS All changes to most recent Supplem ent are in bold red italic. Additi ons ar e enclosed in asterisks, *, and deleti ons are enclosed in br ackets, [].
MANDATORY
*Supplement 9*
*(Incorporates Supplements 1-9)*
ISSUE AND EFFECTIVE DATE: *02/10/2025*
CONTRACT NUMBER: 1-22-42-04
DESCRIPTION: Self-Contained Breathing Apparatus
(SCBA)
CONTRACTOR: Allstar Fire Equipment (Allstar)
CONTRACT TERM: 07/01/2022 through 06/30/2026
STATE CONTRACT ADMINISTRATOR: *Rudolph Jimenez
(279) 946-8312
[email protected]*
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:
Non-IT General Provisions (rev 11/19/2021)
Cal eProcure link: www.caleprocure.ca.gov
ORDER PLACEMENT INFORMATION
Mailing Address:
2552 Barrington Court
Hayward, CA 94545
152328 Lower Azusa Road
Arcadia, CA 91006
Fax: (510) 887-6298
Contact Information:
Allstar Fire Equipment, Inc.
Mark Preisendorf
Phone: (510) 363-5517
Email: [email protected]
Rene Reyes
Phone: (626) 652-0900
Email: [email protected]
Alex Bunker
Phone: (510) 714-5604
Email: [email protected]
87 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.
SUMMARY OF CHANGES
Supplement
Number Description/Articles Supplement
Date
*9* *Subject contract for SCBA is hereby modified to
reflect the following changes:
➢ Front page and Article 26: updated State
Contract Administrator information.
➢ Attachment A – Contract Pricing: updated
to include price increase for core items.
➢ Attachment A-1 – Non-Core Catalog
updated.
*02/10/2025*
8 Subject contract for SCBA is hereby modified to
reflect the following change:
➢ Front Page: Extended contract term through
June 30, 2026.
➢ Article 39: Revised language and included list
of vetted forms and certifications.
07/24/2024
7 Subject contract for SCBA is hereby modified to
reflect the following change:
➢ Article 2: Clarified use of the contract by other
State of California departments is optional.
03/21/2024
6 Subject contract for SCBA is hereby modified to
reflect the following change:
➢ Front page and Article 26 updated State
Contract Administrator name and email.
02/02/2024
5 Subject contract for SCBA is hereby modified to
reflect the following change:
➢ Article 7 and 40: Update to include Non-Core
Catalog as an attachment.
4/21/2023
4 Subject contract for SCBA is hereby modified to
reflect the following changes:
➢ Front Page and Article 26: Update State
Contract Administrator information.
4/12/2023
3 Subject contract for SCBA is hereby modified to
reflect the following changes:
➢ Section 39: Updated language.
3/02/2023
2 Subject contract for SCBA is hereby modified to
reflect the following changes:
11/17/2022
88 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
Supplement
Number Description/Articles Supplement
Date
➢ Front Page and Article 26: Update State
Contract Administrator information.
1 Subject contract for SCBA is hereby modified to
reflect the following changes:
➢ Article #1 – Corrected the number of extension
options from two (2) to three (3)
08/30/2022
N/A Original Contract Posted 07/01/2022
All other terms and conditions remain the same.
89 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
SCOPE
The State’s contract with Allstar Fire Equipment, Inc. (Contractor) provides Scott Safety Brand Self-Contained Breathing Apparatuses (SCBA) at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-22-42-04. The Contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of SCBA to the State.
The contract term is for three (3) years with an option to extend the contract for three (3) additional one year (1 year) period or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the Contractor and the State. If a mutual agreement cannot be met the contract will expire at the end of the current contract term.
CONTRACT USAGE/RULES
A. State Departments
• The use of this contract is mandatory for the State of California Department of Forestry and Fire Protection (CALFIRE). Use by other State of California departments is optional.
• State departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2, as applicable.
• Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the use of the State’s statewide contracts may contact DGS-PD’s Purchasing Authority Management Section by e-mail at [email protected].
• State departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department’s fiscal office to obtain this information.
B. Local Governmental Agencies
• Local governmental agency use of this contract is optional. • Local government agencies are defined in Public Contract Code Chapter 2, Section 10298 (a) (b) and 10299 (b); this includes the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds for the acquisition of products While the State makes this contract available to local governmental agencies, each local 92 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
governmental agency should determine whether this contract is consistent with its procurement policies and regulations.
• Local governmental agencies shall have the same rights and privileges as State departments under the terms of this contract. Any local governmental agencies desiring to participate shall be required to adhere to the same responsibilities as do State departments and have no authority to amend, modify or change any condition of the contract.
• A DGS issued billing code is not required for local governmental agencies to place orders against this contract.
Unless otherwise specified within this document, the term “ordering agencies” will refer to all State departments and/or local governmental agencies eligible to utilize this contract.
Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article.
DGS ADMINISTRATIVE FEES
A. State Departments
The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS.
Current fees are available online in the Price Book & Directory of Services (https://www.dgs.ca.gov/OFS/Price-Book) (go to Price Book Download and click on Purchasing under Procurement Division).
B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to
1.25 percent of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the local governmental agency’s purchase price, nor invoiced or charged to the local governmental agency. All prices quoted to local governmental agencies shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees.
SB/DVBE OFF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.
EXEMPT PURCHASES
There are no exempt purchases associated with this contract. 93 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
PROBLEM RESOLUTION/SUPPLIER PERFORMANCE
Ordering agencies and/or Contractor shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance, outstanding deliveries, etc. The ordering agency should include all relevant information and/or documentation (e.g., purchase documents).
CONTRACT ITEMS
The contract items are divided into two (2) different categories: Core Items, consisting of Systems, Components and Services; and Non-Core catalog. The Core Items are a fixed price and are listed in Attachment A, Contract Pricing. Non-Core Catalog items are discounted at 33 percent of the price listed in Attachment A-1, Non-Core Catalog.
Core Services include the following:
• Fit and Flow Testing
• Training
• Non-Warranty Maintenance
SPECIFICATIONS
All products listed on Attachment A, Contract Pricing, conform to Attachment B, CALFIRE SCBA Specification, dated 2-2022.
CUSTOMER SERVICE
Contractor will provide office and personnel resources for responding to requests, including telephone coverage weekdays during the hours of 8:00 AM through 5:00 PM (PT).
Contact Phone Email
Rene Reyes
Mark Preisendorf
(800) 425-5787 S. Cal
(800) 200-2334 N. Cal
[email protected]
[email protected]
PRODUCT SUBSTITUTIONS
Products and configurations meeting or exceeding the category requirements shall be available throughout the duration of the contract term. The contract provides for technology refresh as models are discontinued or cease production and must be approved by the State Contract Administrator. These changes will be made in the form of a contract supplement and will not be effective until the supplement’s release.
The Contractor shall not substitute products or configurations or modify catalog information without written approval from the State Contract Administrator. 94 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
The Contractor will maintain the contract discount as bid throughout the original term of the contract and any extensions, including upon approved substitution.
If no substitute product is available that meets or exceeds the specifications due to fundamental technology or market change, the State may alter the common configurations to meet the updated marketplace standards. Obsolescence of a configuration may be determined at the discretion of the State.
Items with the same model number or SKU available elsewhere on the contract shall be made available to the State at the highest discount.
PROMOTIONAL PRICING
Contractor shall immediately notify the State Contract Administrator of all manufacturer’s price declines and ordering agencies shall receive full benefit of such declines.
PURCHASE EXECUTION
A. State Departments
1) Std. 65 Purchase Documents
State departments not transacting in FI$CAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site (https://www.dgsapps.dgs.ca.gov/osp/StatewideFormsWeb/Forms.aspx) (select STD Forms).
All Purchasing Authority Purchase Orders (Std. 65) must contain the following:
• Agency Order Number (Purchase Order Number)
• Ordering Agency Name
• Agency Billing Code
• Purchasing Authority Number
• Leveraged Procurement Number (Contract Number)
• Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
• Line-Item number
• Quantity
• Unit of Measure
• Commodity Code Number
• Product Description
• Unit Price
• Extension Price
95 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
2) FI$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket purchase orders against this statewide contract is not allowed.
B. Local Governmental Agencies
Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number and Billing Code which are used by State departments only).
MINIMUM ORDER
There is no minimum order for this contract.
ORDERING PROCEDURE
Ordering agencies are to submit appropriate purchase documents directly to the Contractor via one of the following ordering methods:
• U.S. Mail
• Facsimile
• Email
The Contractor’s Order Placement Information is as follows:
ORDER PLACEMENT INFORMATION
U.S. Mail: Facsimile: Email:
Allstar Fire Equipment, Inc.
2552 Barrington Court
Hayward, CA 94545 (510) 887-6298 [email protected]
328 Lower Azusa Rd.
Arcadia, CA 91006 (626) 652-0920 [email protected]
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.
ORDER ACCEPTANCE
The Contractor shall accept orders from any ordering agency. The Contractor shall not accept purchase documents for this contract that:
96 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
• Are incomplete
• Contain non-contract items
• Contain non-contract terms and conditions
The Contractor must not refuse to accept orders from any ordering agency for any other reason without written authorization from the State Contract Administrator.
ORDER RECEIPT CONFIRMATION
The Contractor will provide ordering agencies with an email or facsimile order receipt confirmation within one (1) business day of receipt of purchase document. The Order Receipt Confirmation shall include the following information:
• Contractor’s order number
• Ordering Agency name
• Agency order number (purchase order number)
• Description of Goods
• Purchase order total cost
• Anticipated delivery date
• Identification of any out of stock/discontinued items
OUT OF STOCK REMEDY
Upon receipt of an order acknowledgment identifying out of stock items, the ordering agencies shall have the following options:
• Request a back order
• Cancel the item from the order with no penalty
The Contractor will provide notification to the ordering agencies regarding out-of-stock items which have been back ordered.
Under no circumstance is the Contractor permitted to make substitutions with non-contract items or unauthorized products.
DISCONTINUED ITEM REMEDY
Upon receipt of an order acknowledgment identifying discontinued items, the ordering agencies shall have the following options:
• Amend purchase document to reflect State-approved substitute item (per Article #10, Product Substitutions)
• Cancel the item from the order
Under no circumstance is the Contractor permitted to make substitutions with non-contract items or unauthorized products without approval from the State Contract Administrator. 97 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
DELIVERY SCHEDULES
Delivery for orders placed against this contract shall be in accordance with the following:
A. Locations
Deliveries are to be made (statewide) to the location specified on the individual purchase order, which may include, but not limited to inside buildings, high-rise office buildings, and receiving docks.
B. Schedule
Delivery of ordered product shall be completed in full within thirty (30) calendar days after receipt of an order (ARO). Since receiving hours for each ordering agency will vary by facility, it will be the Contractor’s responsibility to check with each ordering agency for their specific delivery hours before delivery occurs. The Contractor must notify the ordering agency within twelve (12) hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Receipt Confirmation.
The Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area, and San Diego Metropolitan Area during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM PT.
C. Security Requirements
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures for delivery drivers.
Security procedures may vary from facility to facility. The Contractor will be responsible for contacting the secure location for security procedures, hours of operation for deliveries and service, dress code, and other rules of delivery.
Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default.
FREE ON BOARD (F.O.B.) DESTINATION
All prices are F.O.B. destination, freight prepaid by the Contractor, to the ordering agency’s receiving point. Responsibility and liability for loss or damage for all orders will remain with the Contractor until final inspection and acceptance, when all responsibility will pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.
SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions, Article #12 entitled “Packing and Shipment”.
98 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
PACKING SLIP
Packing slip requirements shall be in accordance with the General Provisions, Article #12 entitled “Packing and Shipment”.
PACKING LABEL
A packing label will also be included with each order shipped and include the following items, visible on the outside of the box:
• Ordering agency name
• Delivery address, unit, and/or floor
• Department and floor
• Ordering agency’s contact name
• Ordering agency telephone number
SAFETY DATA SHEET
The Contractor shall provide a Safety Data Sheet for product(s) subject to Title 8 of the California Code of Regulations, Section 5194, Hazard Communication. The Safety Data Sheet is to be prepared and delivered in accordance with this Section.
INSPECTION AND ACCEPTANCE
In accordance with the General Provisions, rejection of deliverables must be processed within thirty (30) days of delivery, or it shall be deemed as accepted by the State.
CONTRACT ADMINISTRATION
Both the State and the Contractor have assigned contract administrators as the single points of contact for problem resolution and related contract issues.
Administrator
Information DGS-PD Contractor’s Name
Contact Name: *Rudolph Jimenez* Alex Bunker
Telephone: *(279) 946-8312* (510) 714-5604
Facsimile: N/A (510) 887-6298
Email: *[email protected]* [email protected] Address: DGS/Procurement Division
Attn: *Rudolph Jimenez*
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605
All Star Fire Equipment, Inc.
Attn: Alex Bunker
2552 Barrington Court
Hayward, CA 94545
RETURN POLICY
The Contractor will accept all products for return at no cost to the ordering agency within thiry (30) calendar days of delivery and refund the customer in full. 99 STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
Products returned should be in the packaging as delivered and include all documentation.
Lost or damaged packaging materials and/or documentation shall be supplied by the Contractor. The Contractor shall not charge for these materials in excess of the Contractor’s cost or the 10 percent restocking fee, whichever is lower. The Contractor shall provide the State Contract Administrator and/or ordering agency a copy of the Contractor’s material cost, if requested, within ten (10) days of request.
All returns shall be picked up within seven (7) working days of notification. Notification is defined as notice in writing, by facsimile, or e-mail.
CREDIT POLICY
The Contractor shall offer a credit/refund for the following items:
• Items shipped in error
• Items that are returned within thirty (30) calendar days of delivery • Defective or freight-damaged items
In all cases, the ordering agency shall have the option of taking an exchange or receiving a credit or receiving a refund.
The Contractor will be responsible for the credit or replacement of all products, including those covered by manufacturer warranties. The Contractor cannot require the ordering agency to deal directly with the manufacturer.
RESTOCKING FEES
The Contractor will not impose a restocking fee on the ordering agency for the following situations:
• Items returned that were damaged upon receipt
• Incorrect items shipped
• Items that are returned within thirty (30) calendar days of delivery • Items that are returned, but exchanged for other items within thirty (30) calendar days Re-stocking fees for all other reasons shall be 10 percent of the value of the items to be re-stocked.
The packaging and documentation provisions in accordance with Article #27, Return Policy, shall apply to re-stocked items.
The Contractor will not be required to accept returns more than sixty (60) days after delivery. The ordering agency will be responsible for return transportation costs to the Contractor if so, accepted after sixty (60) days after delivery. 100
STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
INVOICING
Ordering agencies may require separate invoicing, as specified by each ordering agency.
Invoices will contain the following information:
• Contractor’s name, address, and telephone number
• Leveraged Procurement Agreement Number (Contract Number) • Agency order number (purchase order number)
• Date ordered
• Date delivered
• Delivery address of the order
• Item and commodity code number
• Product(s) description
• Quantity purchased
• Contract price and extension
• State sales and/or use tax
• Prompt payment discounts/cash discounts, if applicable • Totals for each order
PAYMENT
A. Terms
Payment terms for this contract are net forty-five (45) days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than fortyfive (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.
B. CAL-Card Use
State departments may use the CAL-Card for the payment of invoices. Use of the CAL-Card requires the execution of a Purchasing Authority Purchase Order (Std. 65) in accordance with Article #12, Purchase Execution and must include all required documentation applicable to the purchase.
The CAL-Card is a payment mechanism, not a procurement approach and, therefore, does not relieve State departments from adhering to all procurement laws, regulations, policies, procedures, and best practices, including those discussed in the State Contracting Manual (SCM) Volume 2. This includes but is not limited to the application of all sales and use tax laws, rules, and policies as applicable to the purchase. 101
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DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
C. State Financial Marketplace
State departments reserve the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State department and the State department will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the Contractor on behalf of the State.
D. Payee Data Record
Each State department’s accounting office must have a copy of the Contractor’s Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting offices. Without the Std. 204, payment may be unnecessarily delayed. State departments should contact the Contractor for copies of the Payee Data Record.
CAL-CARD INVOICING
All CAL-Card invoices are to be processed separately from other payment methods and include the elements identified in Article #30, Invoicing. CAL-Card invoices shall be submitted to the CAL-Card account holder. The total invoice amount for each CAL-Card order must reflect a zero (0) balance due or credit, if applicable, and state “paid by CALCard”.
This website contains additional information regarding DGS-PD’s CAL-Card program (https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-Division-Services-ListFolder/Enroll-in-CAL-Card-Program-for-Government-Entities).
CALIFORNIA SELLER’S PERMIT
The California seller permit number for the Contractor is listed below. Ordering Agencies can verify that permits are currently valid at the following website: www.cdtfa.ca.gov.
State departments must adhere to the file documentation identified in the State Contracting Manual Volume 2.
Contractor Name Seller Permit #
Allstar Fire Equipment 17-806064
WARRANTY
The Contractor must honor all manufacturers’ warranties and guarantees for a period of fifteen (15) years (180 months) from the date of acceptance on all products offered as part of this contract. The Contractor shall bear all material and labor costs for repair of equipment defects and failure. The bid price cost shall include the manufacturer’s warranty cost.
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DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
During the warranty period, the Contractor must:
• Honor all manufacturers’ warranties and guarantees on all products offered through the contract.
• Continue to provide warranty service after contract termination until expiration of warranties for products that have been sold under the contract. • Provide all labor, parts, and travel necessary to keep the products in good operating condition and preserve its operating efficiency in accordance with its technical specifications.
• Pay any necessary shipment and insurance costs.
The warranty services listed shall include all products, maintenance costs and costs of labor, parts, travel, factory overhaul, rehabilitation, transportation, and substitute products, as necessary. If it is necessary to remove any products from an ordering agency’s location where on-site warranty is specified, the Contractor will provide substitute products at the time of removal.
Substitute products will be comparable to or better than the products removed. In instances where it is necessary for the Contractor to return the products to the factory, the Contractor will be responsible for all costs of the products from the time it leaves the ordering agency’s site until it is returned to the site in good operating condition. Only new standard parts or parts equal in performance to new parts will be used in effecting repairs. Parts that have been replaced will become the property of the Contractor except in instances where the ordering agency chooses to keep the hard drives. Replacement parts installed will become the property of the ordering agency.
Warranty services during the warranty period will not include electrical work external to the products, the furnishing of supplies, or adding or removing accessories, attachments, or other devices not provided under this contract. Warranty services also will not include repair of damage resulting from transportation by the ordering agency between State or local sites or from accident unless the accident is caused by negligent or intentional acts or omissions of the Contractor or its agents.
QUALITY ASSURANCE GUARANTEES
The Contractor shall represent and warrant that product provided shall be free from defects in material and workmanship, given normal use and care, over the period of the manufacturer warranty. The terms of this contract will supersede any language to the contrary on purchase orders, invoices, or other sources. Contractor must use new products, parts, and components for all new equipment purchased by the State. The Contractor may use parts that are equal in performance to new parts for warranty replacement repair parts only as long as it does not violate the manufacturer’s warranty.
EQUIPMENT REPLACEMENT DURING WARRANTY
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DEPARTMENT OF GENERAL SERVICES
PROCUREMENT DIVISION
Mandatory Contract Number 1-22-42-04
Contract User Instructions - *Supplement 9*
warranty response three (3) or more times during any ninety (90) day period, the Contractor will upon the ordering agency’s request, replace the product at no price. The replacement product(s) will be delivered no later than fifteen (15) working days after the ordering agency’s request is received by the Contractor. Replacement goods cannot be used, refurbished, or recycled, and must be of equal or greater value.
RECYCLED CONTENT
There is no recycled content associated with this contract.
SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.
VETTED FORMS/CERTIFICATIONS
The DGS-PD, as the awarding department, has assessed the Contractor and subcontractor forms, certifications, and compliance to performing a commercially useful function (CUF) during the solicitation evaluation process. Consequently, when executing purchase documents pursuant to this contract, it is not necessary for State departments operating under statewide contract purchasing authority to conduct a CUF evaluation or request the completion of the following required certifications and forms:
• GenAI Disclosure & Factsheet (STD 1000)
• Bidder Declaration Form (GSPD 05-105)
• DVBE Declaration Form (DGS-PD 843)
• Darfur Contracting Act Form
• California Civil Rights Certification Form
• Iran Contracting Act Certification
• Russian Sanctions Agreement
• Federal Debarment
State departments should make a notation of this within their procurement file.
ATTACHMENTS
Attachment A – Contract Pricing, *Supplement 9, dated 2/10/2025* Attachment A-1 - Non-Core Catalog, *Supplement 9, dated 2/10/2025* Attachment B – CALFIRE SCBA Spec. dated 2-2022
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Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:7
Agenda Item: Fire Department Purchase of Three Light Duty Vehicles Executive Summary: The Fire Department has identified the need to replace three aging staff vehicles.
The vehicles in question are two 2007 Chevrolet Tahoes and one 2011 Chevrolet Tahoe. We are proposing the purchase of three Chevrolet Silverado 1500 pickups with the public safety PPV package.
These are similar to vehicles purchased by the Police Department for use with both the community services division and patrol division. Motorpool has assisted with the specifications for these vehicles and recommends the PPV package as they come pre wired and prepped for code 3 upfit of lights, siren and radios. One of the three vehicles will be upfit by Motorpool for use by Fire Department command staff. The other two will be used for seasonal staff, administrative staff and suppression staff as needed.
Budget is already earmarked by utilizing Prop 172 funds that were transferred into the Fire Vehicle Budget during the Fiscal Year 25/26 budgeting process. No General Fund monies are being requested and the purchase and bid process has followed our procurement policy as referenced in the staff report.
The total amount requested for the vehicle purchase is $162,255.84. The Fire Department will also use a total of $37,744.16 to purchase radios and cover the cost incurred by Motorpool for upfit of radios, lights, siren and striping for a total amount of $200,000.
Requested Action / Suggested Motions: Pass a Motion authorizing the City Manager to execute a Purchase Order for three (3) Chevrolet Silverado 1500 PPV pickup trucks from Champion Chevrolet, for an amount not to exceed $162,255.84.
Responsible Staff Member: Jim Drennan, Fire Chief
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report - Light Duty Trucks.docx
02-Bid Summary Fire Department.pdf
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2026 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13th, 2026
Title: Fire Department Light Duty Vehicle Purchase
Location: Fire Department
Responsible Staff Member: Jim Drennan, Fire Chief (530) 542-6152 Background: The Fire Department has identified the need to replace three light duty vehicles. The vehicles in question are two Chevrolet Tahoes purchased in 2007 and one Chevrolet Tahoe purchased in 2011. Units 6107, 6207 and 6111. These vehicles were originally purchased for front line use as code 3 capable units which were originally assigned to the Fire Chief, Fire Marshal and the on-duty Battalion Chief. They were taken out of front-line service and converted to utility vehicles for our prevention staff—specifically for our seasonal defensible space inspectors and for our full time Fire Inspector II. At 19 and 14 years old respectively their maintenance costs now exceed their value and they are no longer reliable for use by the Fire Department. We will recommend that Motor Pool sell them at auction once they are replaced.
Issue and Discussion: During the budgeting process for Fiscal Year 25/26 the Fire Department requested monies be transferred from Fire Safety Sales Tax (Account #222 02210 5022) into the Fire-Vehicle budget (Account #213 02210 46130) in the amount of $200,000. We are requesting Council approval for the purchase of three Chevrolet 1500 PPV pickup trucks.
Motorpool assisted the Fire Department with the spec of the vehicles as well as putting the process out to bid through PlanetBids. Five separate dealerships submitted bids with the lowest bid coming from Champion Chevrolet in Reno, Nevada.
The proposed vehicles come pre-wired and prepped for code 3 upfit and are specifically designed for public safety purposes. One of the vehicles will be upfit with radios, a light/siren package and striping for Fire Department command staff use. Motorpool will handle the upfit and installation of the radios and the code 3 lights and siren package. The other two will be used as utility vehicles available for use by the prevention and operations division at times for seasonal staff or administrative staff.
Financial Implications: Through the Fiscal year 25/26 budgeting process the Fire Department has funds available in our Fire Vehicle account with $200,000 earmarked. Through the bidding process with PlanetBids the low bid came in from Champion Chevrolet at a total cost of $162,255.84. The Fire Department will utilize the remaining $37,744.16 for upfit costs including mobile radios, code 3 lights and siren, striping and equipment on one of the three trucks. No General Fund monies are being requested at this time.
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Cost breakdown is as follows:
Chevrolet Silverado 1500 PPV 4wd (Qty 3) $149,202.75
Sales Tax 8.75% $13,053,09
Upfit budget $37,744.16
Total: $200,000.00
Environmental Considerations: This is not a ‘project’ subject to review under the California Environmental Quality Act (CEQA) under CEQA guidelines section 15378(b)(2) (continuing administrative or maintenance activities, such as purchases for supplies).
Policy Implications: This purchase complies with Financial Management – Procurement Policy approved by City Council on August 12th, 2025 section 4.2.6 Formal Bidding Process and Invitation to Bid (BID), as noted in City Code section 3.45.090.
The purchase of three light duty pick-up trucks supports the following strategic priority:
Priority 3: Ensure Public Safety
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Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:8
Agenda Item: Authorization to Purchase Two Community Service Officers Vehicles from Champion Chevrolet
Executive Summary: This action item would authorize the purchase of two 2026 Chevrolet Silverado 4WD pickups from an alternate vendor, for a total purchase price not to exceed $101,766.60. The purchase of these two trucks was originally authorized by Council on 3/11/25, however, the PO with Winner Chevrolet has since been cancelled due to a non-responsive vendor. Staff submitted a new Request For Quote through Planet Bid. Champion Chevrolet was the only vendor who submitted a bid which met all the line-item requirements of the RFQ on Planet Bid.
Requested Action / Suggested Motions: Pass a Motion authorizing the purchase of two 2026 Chevy Silverado 4WD pickups from Champion Chevrolet, using existing budget up to $101,766.60 and authorize the City Manager to execute the Purchase Order to Champion Chevrolet.
Responsible Staff Member: LT. Scott Crivelli
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report-CSO Vehicle Purchase
02 - CSO Silverado Spec Sheet.pdf
03 - CSO SIlverado Planet Bid.pdf
04 - Silverado Invoice #1.pdf
05 - Silverado Invoice #2.pdf
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City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Authorization to Purchase Two Community Service Officers Vehicles from Alternate Vendor
Location: Citywide
Responsible Staff Member: Lieutenant Scott Crivelli
Background: Historically, funding for the purchase of emergency vehicles has come almost entirely from Proposition 172, a Safety Sales Tax. This is a restricted revenue source required to be used specifically for public safety services which includes sheriffs, police, fire protection, county district attorneys, county corrections and ocean lifeguards. These Community Service Officer vehicles will be purchased using funds from the funded police replacement vehicle account.
Issue and Discussion: On 3/11/2025, Council approved the purchase of two (2) 2025 Chevy Silverado 1500 pickups to be outfitted for CSO field response. After a competitive bid process on Planet Bids, Winner Chevrolet in Sacramento had the lowest bid. A purchase order (PO) was issued and submitted to the vendor. Over the course of several months, the vendor failed to fulfill the order. Fleet Management reached out to the vendor on numerous occasions to get updates for receiving the two trucks, per the PO.
Ultimately, the vendor became unresponsive with Fleet Management. Per City procurement policies, Fleet Management sent the vendor notice of cancelation of the PO on 10/27/25. Per the terms and conditions of the PO, the vendor had 10 days to fulfill the PO by delivering the two Silverado trucks. The vendor failed to deliver the vehicles; therefore, the PO was cancelled.
The Police Department seeks approval to re-purchase the two (2) Chevy Silverado trucks, to be outfitted for CSO field response, originally approved by Council on 3/11/25. Due to the lapse of time, the year model for the re-purchase will be 2026. Chevrolet offers this Silverado in a 4- wheel drive truck. The Police Department has found these specific vehicles to be effective, reliable, and comfortable for all seasons and the varying driving conditions in South Lake Tahoe. The City’s Fleet Division has endorsed the purchase of this vehicle type and brand for the police department to maintain consistency in the police fleet for efficiency in maintenance.
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Outfitting equipment such as yellow overhead lights, computers, and other internal components were already purchased when authorized by Council on 3/11/25. Therefore, this purchase only includes the trucks themselves.
On 11/14/25, a competitive bid process on was initiated on Planet Bids to re-purchase the two trucks originally approved by Council on 3/11/25. 28 vendors were notified. When the bidding process closed on 11/28/25, 3 vendors had submitted bids. Champion Chevrolet in Reno, NV was the only vendor who submitted a bid which met all line-item requirements outlined in the request for quote (RFQ) on Planet Bid.
Financial Implications: The expense of the vehicle purchase recommended in this staff report will have no impact on the City General Fund. The total purchase price, with tax, for two 2026 Chevrolet Silverado 4WD trucks will be $101,766.60 ($50,883.30 each) from the Police Department Vehicle Replacement account (21102110 46130). The encumbered funds from the original purchase authorized by Council on 3/11/25 have been un-encumbered into the same account (21102110 46130) and will be used for this purchase.
Environmental Considerations: This is not a ‘project’ subject to review under the California Environmental Quality Act (CEQA) under CEQA guidelines section 15378(b)(2) (continuing administrative or maintenance activities, such as purchases for supplies).
Policy Implications: This report considers Climate Action Plan Action Item EV-2 which directs city fleet vehicles toward electric vehicles. In conversations with the Sustainability Coordinator, we agree that emergency response EVs are not a viable option for emergency response police operations. Community Service Officers and their vehicles provide significant code enforcement, VHR enforcement, traffic control support, and support to patrol operations daily, but more significantly during emergency operations. These CSO vehicles fall under the emergency response vehicle exemption to the Advanced Clean Fleet Regulations The purchase of these vehicles supports the following strategic priorities:
- Priority 3: Ensure Public Safety
- Priority 5.7: Evaluation of city-wide parking management strategies including potential expansion of paid parking and reduction of parking requirements. 132
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Purchase of 2026 Chevrolet Silverado (11/14/2025), bidding on 11/28/2025 7:00 AM (PST)
Printed 12/01/2025
PlanetBids
149
City of South Lake Tahoe
Purchase of 2026 Chevrolet Silverado (11/14/2025), bidding on 11/28/2025 7:00 AM (PST)
Printed 12/01/2025
PlanetBids
150
151
152
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:9
Agenda Item: Grant Application to California Office of Traffic Safety for Special Enforcement of Traffic and Alcohol-Related Crimes
Executive Summary: City Council is asked to authorize the South Lake Tahoe Police Department to apply for a grant from the California Office of Traffic Safety for special enforcement of traffic and alcoholrelated crimes, running of DUI checkpoints, and press releases, up to the amount of $100,000.00. Grant funds will be used to carry out enforcement related to a host of traffic and criminal violations in our community including, but not limited to, DUI enforcement, seatbelt violations, motorcycle, bicycle, and pedestrian details. It will also be used for in-state travel for related trainings, and to purchase supplies and equipment. This will also grant permission to the Chief of Police to submit the application.
Requested Action / Suggested Motions: Pass a Resolution authorizing the Chief of Police to submit a grant application to the California Office of Traffic Safety for special enforcement of traffic and alcoholrelated crimes, running of DUI checkpoints, and press releases, up to $100,000.00. Grant funds will be used to carry out enforcement related to a host of traffic and criminal violations in our community including, but not limited to, DUI enforcement, seatbelt violations, motorcycle, bicycle, and pedestrian details. It will also be used for in-state travel for related trainings, and to purchase supplies and equipment.
Responsible Staff Member: Lt. Doug Sentell
Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff Report-Office of Traffic Safety Grant Application 02-Resolution - Office of Traffic Safety Grant Application 153
Council Agenda Report January 13, 2026 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Resolution granting permission to the South Lake Tahoe Police Department to Apply for a Grant From the California Office of Traffic Safety for the Federal Fiscal year 2026/2027 for an amount up to $100,000.00.
Location: Police Department
Responsible Staff Member: Lieutenant Doug Sentell
Background: The California Office of Traffic Safety (OTS) provides grant assistance to law enforcement agencies through the OTS Grant Program. This is a competitive grant process through OTS. The application process is now open and ends on January 30, 2026. City policy requires permission to apply for grants such as this one.
Issue and Discussion: The Office of Traffic Safety is a tool for the City of South Lake Tahoe in enforcement of traffic-related issues and criminal offenses. The South Lake Tahoe Police Department will utilize these grant funds to carry out enforcement efforts related to a host of criminal and traffic violations in our community including, but not limited to DUIs, seatbelt usage, distracted driving, motorcycle, bicycle, and pedestrian safety issues. Grant funds may also be used to conduct details including, but not limited to, DUI patrols, motorcycle safety details, and DUI checkpoints. It may also be used to purchase supplies related to conducting DUI checkpoints.
Finally, it may also be used to fund in-state travel for training. We ask for permission to apply for this grant.
Financial Implications: There will be no impact to the general fund. This is a reimbursement grant from California OTS. Expenditures for the program will be reimbursed quarterly. If approved by City Council, it would effective October 1, 2026 through September 30, 2027.
Environmental Considerations: The proposed action is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(4) (creation of government funding mechanisms or government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment).
Policy Implications: This grant supports strategic priority “3 Public Safety”. 154
Resolution 2026-XXX January 13, 2026 Page 1 of 1
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
January 13, 2026
Granting permission to apply for a grant from the California Office of Traffic Safety in amount up to $100,000.00 to facilitate extra enforcement for traffic and alcohol related offenses for Federal fiscal year 2026/2027 effective October 1, 2026.
BACKGROUND
A. California Office of Traffic Safety (OTS) provides grant assistance to law enforcement agencies through the OTS Grant Program.
B. City policy requires permission from the City Council to apply for grant funding.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:
1. Grants permission to the South Lake Tahoe Police Department to apply for a grant from the California Office of Traffic Safety in amount up to $100,000.00 to facilitate extra enforcement for traffic and alcohol related offenses for Federal fiscal year 2026/2027 effective October 1, 2026, and grants permission for the Chief of Police to submit the application.
Adopted by the City of South Lake Tahoe City Council on January 13, 2026 by the following vote:
Yes:
No:
Absent:
Abstain:
________________________ Date: _________
Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
155
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:10
Agenda Item: Funding Transfer for Upper Truckee River Bridge Pier Protection Design Services Executive Summary: Behind the former Motel 6 is the greenway which has a bridge that crosses the Upper Truckee River. The bank of the river is being scoured exposing the bridge pier’s footing and its piles. This scouring of the riverbank has been ongoing since 2019 and is only getting worse. Our consultant ESE stated that one singular flood or high flow event may cause the footing and portions of the piles to be exposed. Requesting to transfer the funding the newly created CIP account.
Requested Action / Suggested Motions: Pass a Resolution authorizing the Transfer of $58,500 from General Fund Engineering Account to the new Upper Truckee River Bridge Pier Protection Capital Project Account
Responsible Staff Member: Cameron Grant, Engineer Technician Reviewed and Approved By: Mohammad Qureshi, Public Works Director Susan Blankenship, City Clerk Olga Tikhomirova, Finance Director Heather Stroud, City Attorney Attachments:
01-Staff_Report_Upper_Truckee_Bridge_Pier_Protection .docx 02-Resolution_Upper_Truckee_Bridge_Pier_Protection.docx 156
Council Agenda Report January 13, 2026 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Funding Transfer for Upper Truckee Bridge Pier Protection Design Services Location: 940 Sunset Drive (APN 031-020-050)
Responsible Staff Member: Cameron Grant, Engineer Technician Background: Behind the former Motel 6 now owned by the California Tahoe Conservancy (“CTC”) is the greenway which has a bridge that crosses the Upper Truckee River. The City holds an easement for this bridge, which is part of the South Tahoe Bikeway. The bank of the river is being scoured exposing the bridge pier’s footing and its piles. This scouring of the riverbank has been ongoing since 2019 and is only getting worse. Our consultant ESE stated that one singular flood or high flow event may cause the footing and portions of the piles to be exposed. Staff recommends commencing this project before the end of this winter to keep the bridge open to the public. As part of the Memorandum of Understanding executed by the City and CTC in September 2024, the parties agreed to explore alternative routes for the South Tahoe Bikeway as part of the restoration and public access planning process CTC is leading. Therefore, the focus of the bridge repairs is to ensure the bridge’s viability until such time as an alternative route is constructed.
Issue and Discussion: On September 29, 2025 staff entered into a Professional Services Agreement with Eastern Sierra Engineering to design and engineer a solution that will negate the riverbank scouring until the bikeway is eventually relocated. This contract is in the amount not to exceed $58,500. Due to the dollar threshold, this agreement was negotiated through an informal bidding process and authorized by the City Manager. Staff has budget available in General Fund Engineering Contract Services to utilize for this contract. Once Engineering Design is complete and an Engineer’s Estimate for Construction is provided, staff will return to City Council to appropriate implementation funding for the Upper Truckee Bridge Pier Protection Project. To properly account for the full cost of this Capital Improvement Project (CIP), staff has requested the creation of a new CIP account for the Upper Truckee Bridge Pier Protection project and the transfer $58,500 from General Fund Engineering budget to the new CIP account.
Staff Recommendation: Pass a Resolution authorizing the Finance Director to transfer $58,500 from Account Number 100 03210 42025 to the newly created CIP account 301 60088 42020.
Financial Implications: There will be no additional impact to the general fund. Engineering Design will be funded as described above in the amount up to $58,500. The budget should be amended as follows:
Transfer from: 100 03210 42025 $58,500
Transfer to: 301 60088 42020 $58,500
Environmental Considerations: This action is categorically exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15301(c)-(d) (existing facilities consisting of bicycle and pedestrian trails and restoration or rehabilitation of deteriorated or damaged structures to meet current standards of public health and safety).
Policy Implications: Allowing the Upper Truckee Bridge Pier Protection project to continue will bolster four main strategic priorities. These four priorities are ensuring public safety, improving transportation, protecting the natural environment, and recreation and equitable access for all. These four priorities are heavily involved in this project because the public uses this bike trail and bridge every day. It is also a part of the active transit network. Protecting bridge footing and piles will keep the public out of harm’s way by being proactive instead of 157
Council Agenda Report January 13, 2026 Page 2 of 2
reactive.
158
Resolution 2026-XXX January 13, 2026 Page 1 of 1
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
January 13, 2026
Authorizing the Transfer of $58,500 from the General Fund Budget to the Upper Truckee River Bridge Pier Protection CIP Account for Design and Engineering
BACKGROUND
A. The City of South Lake Tahoe has found that the South Tahoe Bikeway bridge over the Upper Truckee River is experiencing river scouring at the footing.
B. Through an informal procurement process Eastern Sierra Engineering was awarded the design and engineering contract for the scour protection of the bridge footing.
C. The City has already started the design and engineering process with ESE.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:
1. Authorizes the Director of Finance to transfer $58,500 in existing FY 2025-2026 budget appropriations from the General Fund Engineering account 100-03210-42025 to the Upper Truckee Bridge Pier Protection Capital Improvement Project account 301-60088-42020.
Adopted by the City Council of the City of South Lake Tahoe on January 13, 2026, by the following vote:
Yes:
No:
Absent:
Abstain:
_______________________ Date: _______________
Mayor
Attest:
_______________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council
159
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:11
Agenda Item: Reimbursement Agreement with Southwest Gas Executive Summary: In 2025, Southwest Gas Corporation (SWG) engaged in a construction project in the City Right of Way (ROW). SWG is interested in continuing to enter into a reimbursement agreement as an alternative to repaving the required portions of roadway. These funds will accumulate in the City’s Paving Fund for the annual Pavement Rehabilitation Project to pave selected streets within the City.
Requested Action / Suggested Motions: Pass a Resolution authorizing and directing the Mayor to execute a reimbursement agreement with Southwest Gas for their 2025 construction project in the Tahoe Keys neighborhood and amending the Street Overlay Program account (301-50005) by appropriating $321,964.10 in paving funds from Southwest Gas into revenue code 34415 and expense code 48030 for the purpose of funding the Road Rehabilitation Projects.
Responsible Staff Member: Stephen Anderjack, Project Manager Reviewed and Approved By: John Dickinson, Interim Director of Public Works Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report - Southwest Gas Reimbursement Agreement.docx 02-SWG Reimbursement Agreement (Exh. A to Reso)
03-Resolution Approving Reimbursement Agreement with Southwest Gas 160
Council Agenda Report January 13, 2026 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Reimbursement Agreement with Southwest Gas
Location: Tahoe Keys
Responsible Staff Member: Stephen Anderjack, Project Manager Background: In 2025, Southwest Gas Corporation (SWG) engaged in a construction project in the City Right of Way (ROW). The project location covered multiple streets within Tahoe Keys neighbourhood.
This in turn has a significant impact on the city streets and will require repaving a majority of the streets.
The Public Works Department oversees Southwest Gas’s construction within the City's public streets rightof-way and requires them to meet the City’s Public Improvement and Engineering Standards (PIES) for all improvements. Standard Details 60 and 62 from the PIES require that any utility trench over 250 feet in length, or when 4 or more service lateral trenches are dug within a city block, the utility company is required to repave a full traffic lane through the affected area.
SW Gas is interested in continuing to enter into an annual reimbursement agreement as an alternative to repaving the required portions of roadway. These funds will accumulate in the City’s Paving Fund for the annual Pavement Rehabilitation Project to pave selected streets within the City.
The City implemented a similar agreement with SWG for 2019, 2020, 2021, 2022, 2023 and 2024 construction seasons.
Issue and Discussion: The Public Works Department proposes an agreement with SWG that would permit them to deposit funds into the City’s Paving Fund in exchange for not being required to meet certain paving requirements from Standard Details 60 and 62 of the City’s PIES. The Public Works Department sees the following advantages to approving such an agreement:
1. Economy of Scale – Large-scale paving projects administered by the City will likely result in a greater volume of paving for a more competitive price.
2. Selection of Streets to be Paved - The City will determine which roads are in the greatest need of repaving and develop the annual Pavement Rehabilitation Project accordingly.
3. Selection of Pavement Treatments - The City will decide which pavement treatment is best suited for each roadway (i.e. cape seal, micro-pave, crack seal, or grind and overlay).
4. Quality of Pavement Work - The roads reconstructed as a part of the City’s annual Pavement Rehabilitation Project will likely be of higher quality and last longer due to the materials the City specifies and construction oversite provided by the City. 161
Council Agenda Report January 13, 2026 Page 2 of 2
Southwest Gas is also interested in entering into the proposed agreement for the following reasons:
1. Allows SWG to concentrate on gas line replacements, rather than paving streets: paving is not their area of expertise.
2. Allows SWG to speed up construction while also causing less disturbance in the neighbourhoods they’re working in.
3. Greater efficiency results in cost savings for utility customers.
Financial Implications: This agreement stipulates that SWG will pay the City $5 per square foot for the roadway paving they are not required to place as a part of their VSP replacement program. During the 2025 construction season, 64,393 square feet of asphalt were not paved that would have otherwise been required to be paved. The proposed agreement will result in $321,964.10 that SWG will deposit into the City Paving Fund (301-50005-48030).
If this agreement is not approved, the Public Works Department will require SWG to repave the sections of the road they worked on during 2025 and there will be no financial implications to the City.
Environmental Considerations: Approving this reimbursement agreement is not a project subject to environmental review under California Environmental Quality Act (CEQA) Guidelines section 15378(b)(4) because it is the creation of a government funding mechanism that does not involve any commitment to any specific project which may result in a potentially significant impact on the environment.
Policy Implications: This agreement would require the City Council to waive the overlay paving requirements outlined in the City PIES Standard Drawings 60 and 62. This is a one-time waiver for SWG that only applies to the 2025 construction season.
A similar agreement is anticipated for each year SWG works on a construction project on the City Right of Way (ROW). If similar agreements are approved in future years, this approach will help provide a stream of revenue and help supplement the City Paving Program
162
CITY OF SOUTH LAKE TAHOE
AGREEMENT
FOR ROAD REPAIRS
This Agreement is made and entered into as of the XX/XX/XXXX by and between the City of South Lake Tahoe, a municipal corporation (“City”) and Southwest Gas Corporation, a California corporation (“SWG”).
RECITALS
A. In the 2025 construction season, SWG continued a project to replace vintage steel gaslines which are located under multiple streets within the City. The 2025 Vintage Steel Replacement project was located within the Tahoe Keys neighborhood in the City of South Lake Tahoe.
B. In accordance with a Franchise Agreement between the City and SWG dated August 30, 2017, SWG performs gas main and service line replacements and repairs that include cutting or grinding the pavement surface to allow trenching and subsurface excavations within the City’s public rights-ofway.
C. As provided in the Franchise Agreement, after making gas line repairs/replacements, SWG is required to repair the section of the road impacted by the gas line repairs/replacements in accordance with the City’s Public Improvements and Engineering Standards (PIES).
D. The City’s PIES requires full-width traffic lane pavement surface grinding and asphalt concrete overlay, two inches in depth where trenching work extends 250 linear feet or more. In addition, transverse pavement trenching in excess of four or more road cuts within 250 lineal feet of roadway also require fullwidth traffic lane(s) of pavement surface grinding and asphalt concrete overlay, two inches in depth.
E. For the purpose of the 2025 Tahoe Keys Project, SWG prefers to limit the extent of pavement repair work performed by SWG and SWG prefers to compensate the City in the amount provided in Exhibit A for the cost of pavement grinding and overlay of City streets required in accordance with the City’s PIES. 163
F. For the purpose of the 2025 Tahoe Keys Project, the City prefers receipt of payment from SWG in lieu of SWG performing the standard PIES required pavement grinding and overlay work.
G. The City has an annual pavement rehabilitation program that may involve grinding or pulverizing the full street width of existing pavement surfaces, paving streets with asphalt concrete pavement, or construction of minor storm drain and ancillary roadway improvements.
H. The City routinely enters into public works contracts to maintain City roads and may achieve economies of scale by including more road sections in future contracts.
I. The parties desire to enter into this Reimbursement Agreement to achieve efficiencies and better service for their respective customers.
AGREEMENT
1. SWG Obligations.
a. During 2025, SWG implemented its gas line replacement project in the Tahoe Keys neighborhood within the City of South Lake Tahoe in accordance the projects plans submitted to the Public Works Department.
b. Instead of repaving the City-maintained roads following the 2025 Tahoe Keys Project, SWG agrees to make permanent trench or pothole repairs and compensate the City $5/Square Foot, as calculated in Exhibit A, to repave the sections of City-maintained roads SWG would have repaved under the PIES (“Repavement Work”). For the purposes of this Agreement, the permanent trench repairs performed by SWG are defined as repairing the pavement the width of the trench (minimum of 4 ft) with 4” minimum compacted AC or match existing AC depth.
c. SWG shall pay City for Repavement Work in the amount provided in Exhibit A. SWG’s payment shall be made in a lump sum amount within 30 days of receiving a written payment request from the City.
2. City Obligations.
a. All Repavement work performed by the City shall be completed under a public works contract for road repair and be awarded 164
through a competitive bid process in accordance with California Public Contract Code, section 22030 et seq. City shall pay prevailing wage for the Repavement Work in accordance with California Labor Code section 1770 et seq. City will complete the paving of the Repavement Work at the appropriate time, in its sole discretion, based on the City’s annual paving needs and priorities.
b. City shall send to SWG a written reimbursement request. c. City shall use the funds received for the Repavement Work towards repaving roads within the City of South Lake Tahoe, including minor storm drain and ancillary roadway improvements.
3. Term/Time of Performance. This Agreement shall be effective as of the date written above, and shall terminate six months after the effective date, or sooner if full reimbursement has been made in accordance with the provisions of this Agreement or this Agreement is terminated in accordance with Section 4.
4. Termination. This Agreement may be terminated by City or SWG for cause or without cause upon thirty days (30) days written notice of termination. Upon termination, City shall be entitled to reimbursement for Repavement Work performed up to the effective date of termination.
Termination, revocation, or expiration of this Agreement shall not release either party from liability resulting from an event which occurred prior to such termination, revocation or expiration.
5. Indemnity. SWG shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless against and from any and all claims, suits, losses, damages, and liability for damages of every name, kind, and description, including attorney’s fees and costs incurred, brought for, on or account of, injuries or death to any person, including but not limited to workers, City employees, and the public, or damage to property, or any economic or consequential losses, which are claimed to or in any way arise out of SWG’s performance under this Agreement, except for the sole or active negligence of the City, its officers and employees, or as expressly prescribed by statute.
This duty of SWG to indemnify and save City harmless includes the duties to defend set forth in California Civil Code section 2778.
City shall defend, indemnify, and hold SWG, its officers, officials, employees, and volunteers harmless against and from any and all claims, suits, losses, damages, and liability for damages of every name, kind, and description, 165
including attorney’s fees and costs incurred, brought for, on or account of, injuries or death to any person, including but not limited to workers, SWG employees, and the public, or damage to property, or any economic or consequential losses, which are claimed to or in any way arise out of City’s performance under this Agreement, except for the sole or active negligence of SWG, its officers and employees, or as expressly prescribed by statute. This duty of City to indemnify and save SWG harmless includes the duties to defend set forth in California Civil Code section 2778.
6. Insurance Requirements. City and SWG attest to having adequate insurance for General Liability and Automobile Liability, and in accordance with California Labor Code section 3700 for Workers’ Compensation and shall provide evidence of insurance if requested to do so by the other party.
7. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below.
Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: Public Works Director
City of South Lake Tahoe
1740 D Street
South Lake Tahoe, CA 96150
Provide a copy to: City Attorney’s Office
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
If to SWG: Supervisor/Engineering
Southwest Gas Corporation
P.O. Box 1190
Carson City, NV 89701
8. Assignment. Neither party shall assign this Agreement or any part thereof of any monies due hereunder.
9. No Third Party Beneficiaries. This Agreement shall not be deemed to confer any rights upon any individual or entity which is not a party hereto, and the Parties hereto expressly disclaim any such third-party benefit. 166
10.Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.
11.Dispute Resolution. Any dispute concerning this Agreement will be first submitted to the City Manager or his designee for resolution. If no resolution is reached, such dispute shall be submitted to the City Council. The decision of the City Council shall be final and shall be appealable only to the El Dorado Superior Court pursuant to California Code of Civil Procedure §1094.5, and as provided by law.
12.Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in the Superior Courts in the County of El Dorado, South Lake Tahoe Division.
13.Amendments. This Agreement may be modified or amended only by a written document executed by both SWG and City and approved as to form by the City Attorney.
14.Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
15.Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between City and SWG. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.
16.Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the Parties when at least one copy hereof shall have been signed by both Parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
17.Authority to Enter Agreement. The Parties have all requisite power and authority to conduct their business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
167
CITY OF SOUTH LAKE TAHOE: SOUTHWEST GAS CORPORATION:
By By
Mayor Chris Anderson, VP/Northern Nevada Division
APPROVED AS TO FORM:
By
Heather Stroud, City Attorney
ATTEST:
By
Susan Blankenship, City Clerk
Attachments:
Exhibit A – Cost Estimate for Repavement Work
168
EXHIBIT A
COST ESTIMATE FOR REPAVEMENT WORK
Tahoe Keys Project (2025 Season)
Street Length
Widt
h Cul De Sac Radius Total SF Total Cost
Kokanee Way Both Sides (2 Cul De
Sacs) 1237 30 39 46661.88
$
233,309.40
Crystal Ct (Kokanee to Cul De Sac) 241 15 39 8390.94
$
41,954.70
Aloha Dr (305' Past Dagget to Venice) 460 18 8280
$
41,400.00
Venice (Aloha to Project Limit) 53 20 1060
$
5,300.00
TOTAL IN LIEU
FEE $ 321,964.10
Total In Lieu Fee Payment $321,964.10 for the work completed in 2025. 169
Resolution 2025 1/13/2026 Page 1 of 2
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
January 13, 2026
Amending the FY 26 Street Overlay Program Fund Budget
BACKGROUND
A. In the 2025 construction season, SWG continued a project to replace vintage steel gas lines which are located under multiple streets within the City. The 2025 Tahoe Keys project was located within the Tahoe Keys neighbourhood in the City of South Lake Tahoe.
B. As provided in the Franchise Agreement, after making gas line replacements/repairs, SWG is required to repair the section of the road impacted by the gas line replacements/repairs in accordance with the City’s Public Improvements and Engineering Standards (PIES).
C. The City’s PIES requires full-width traffic lane pavement surface grinding and asphalt concrete overlay, two inches in depth where trenching work extends 250 linear feet or more.
In addition, transverse pavement trenching for four or more road cuts within 250 lineal feet of roadway also requires full-width traffic lane(s) of pavement surface grinding and asphalt concrete overlay, two inches thick.
D. For the purpose of the 2025 Southwest Gas construction projects, SWG prefers to limit the extent of pavement repair work performed by SWG and SWG prefers to reimburse the City for the cost of pavement grinding and overlay of City streets required in accordance with the City’s PIES.
E. For the purpose of the 2025 Southwest Gas construction projects, the City prefers receipt of payment from SWG in lieu of SWG performing the standard PIES required pavement grinding and overlay work.
F. The City has an annual pavement rehabilitation program that may involve grinding or pulverizing the full street width of existing pavement surfaces and paving streets with asphalt concrete pavement.
G. The City routinely enters into public works contracts to maintain City roads and may achieve economies of scale by including more road sections in future contracts.
H. The City and SWG desire to enter into this Reimbursement Agreement to achieve efficiencies and better service for their respective customers.
170
Resolution 2025 1/13/2026 Page 2 of 2
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe hereby:
1. Authorizes and directs the Mayor to execute the agreement with Southwest Gas attached hereto as Exhibit A; and
2. Amends the Street Overlay Program account (301-50005) by appropriating $321,964.10 in fee in lieu of paving funds from Southwest Gas into revenue code 34415 and expense code 48030 for the purpose of funding the Road Rehabilitation Projects.
Adopted by the City of South Lake Tahoe City Council on January 13, 2026, by the following vote:
Yes:
No:
Absent:
Abstain:
__________________ Date:_____________
Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
171
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:12
Agenda Item: Amended and Restated Purchase and Sale Agreement with NDC Lake Tahoe, LP for Affordable Housing Project at 3900-3908 Lake Tahoe Boulevard Executive Summary: On November 7, 2023, the City, Redevelopment Successor Agency, and Novin Development Corp. entered into an Agreement for Purchase and Sale of the property at 3900-3908 Lake Tahoe Boulevard for development of an affordable housing project (Agreement). In April 2024, Novin was awarded a state funded Infill Infrastructure Grant (IIG) for a total of $4,428,768. On August 27, 2024, City Council passed Resolution 2024-090 directing staff to set aside $1,000,000 from the General Fund’s Undesignated Excess Reserves for this affordable housing project. Under the state grant agreement, IIG funds must begin to be expended before the deadline of April 2026. In order to meet performance deadlines, Novin is pursuing a two-phased development approach. Phase 1 will include the site’s horizontal and infrastructure improvements, which are funded through the IIG grant. Phase I includes site clearing, excavation, grading, utilities, off-site improvements, and asphalt paving. This work is expected to commence in May 2026 and conclude by October 2027, in accordance with HCD’s milestone requirements and TRPA’s requirements. Under the Agreement, the current deadline for Novin to close on the purchase of the property is January 18, 2026, with the ability for the City to grant two one-year extensions. Given the current status of the project, an extension to extend the closing deadline to January 18, 2027 is warranted, which can either be achieved through execution of the Amended and Restated Purchase and Sale Agreement or passing the motion to grant a one-year extension.
Requested Action / Suggested Motions: City Council is asked to either: (1)(a) Pass a Resolution authorizing the Finance Director to appropriate $1,000,000 from the General Fund Undesignated Excess Reserves into the expense budget line item for the donation to NDC Lake Tahoe, LP for the purchase of the property at 3900-3908 Lake Tahoe Boulevard; and (b) Pass a Motion authorizing and directing the Mayor to execute the Amended and Restated Purchase and Sale Agreement Amendment with NDC Lake Tahoe, LP; or (2) Pass a Motion granting a one-year extension on the closing deadline under the current Purchase and Sale Agreement to January 18, 2027.
Responsible Staff Member: Jessica Wackenhut Lomeli, Housing Manager and Crystal Plotner, Assistant Housing Planner
Reviewed and Approved By: Zach Thomas, Director of Development Services Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report - Amended and Restated Agreement with Novin.docx 02-Novin Timeline Letter.pdf
03-Resolution - Budget Appropriation 3900 LTB.docx
04 - Amended and Restated Purchase and Sale Agreement.pdf 05- C-240-2023 Agreement of Purchase and Sale of 3900 and 3908 LTB.pdf 06 - Predevelopment Loan Agreement signed 5.7.24.pdf
07- First Amendment to Predevelopment Loan Agreement.pdf 08 - 3900 Lake Tahoe Blvd Renderings for Phase 1.pdf
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Council Agenda Report January 13, 2026 Page 1 of 4
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Amended and Restated Purchase and Sale Agreement with NDC Lake Tahoe, LP for Affordable Housing Project at 3900-3908 Lake Tahoe Boulevard Location: 3900 and 3908 Lake Tahoe Boulevard
Responsible Staff Members: Jessica Wackenhut Lomeli, Housing Manager and Crystal Plotner, Assistant Housing Planner
Background: On June 3, 2022 the South Lake Tahoe Redevelopment Successor Agency released a Low- and Moderate-Income Housing Notice of Availability (NOA) to Sell/Lease Surplus Property located at 3900 and 3908 Lake Tahoe Blvd. (APNs: 029-170-01 and 029-170-02). Per the Surplus Land Act, the NOA provided 60 days for interested parties to notify the South Lake Tahoe Redevelopment Successor Agency regarding interest in acquiring the property.
Three offers were submitted from Novin Development and SMR Development, Saint Joseph Community Land Trust, and the City of South Lake Tahoe. Upon review of the proposals by staff, the proposal submitted by Novin Development and SMR Development was determined to be the most consistent with the criteria outlined in the NOA. At its August 23, 2022 meeting, the City Council approved a Letter of Intent outlining the timelines and commitments associated with negotiating a purchase agreement, conducting due diligence, and escrow.
As directed by Council, staff began negotiating terms of a purchase and sale agreement for Successor Agency and City Council approval that includes additional project details, financing details, and development timelines. The City was be a party to this agreement in addition to the Successor Agency because under the Dissolution Acts of 2011, the Successor Agency is not able to enter into any new obligations besides disposing of property.
On November 7, 2023, the Successor Agency, City, and Novin Development Corp. (the predecessor of NDC Lake Tahoe, LP) entered into an Agreement for Purchase and Sale and Initial Escrow Instructions for the Property, in which the Successor Agency would sell the Property to the City and then the City would sell the Property to Novin, which was filed in the City of South Lake Tahoe records as Contract No. C-240-2023 (Attachment 5).
On May 7, 2024, the City Council authorized the Mayor to enter into the Predevelopment Loan and Development Agreement (Agreement) with NDC Lake Tahoe, LP for $564,073 in awarded Permanent Local Housing Allocation (PLHA) Formula funds to be used for predevelopment costs associated with the affordable housing project at 3900/3908 Lake Tahoe Boulevard (Attachment 6).
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Council Agenda Report January 13, 2026 Page 2 of 4
On July 8, 2024, the City received the Prohousing Incentive Program (PIP) grant award letter for $620,000 with $500,000 allocated for the affordable housing project at 3900/3908 Lake Tahoe Boulevard and $120,000 allocated for the rehabilitation of Tahoe Coalition for the Homeless’ (TCH) three Homekey properties.
On August 27, 2024, City Council passed Resolution 2024-090 directing staff to set aside $1,000,000 from the General Fund’s Undesignated Excess Reserves to leverage state and federal funding opportunities to fully fund the affordable housing project at 3900/3908 Lake Tahoe Boulevard.
This project is proposed to consist of a minimum of 72 residential units which would be deedrestricted to low and/or moderate-income households for a period of no less than 55 years, as well as community amenities on the ground floor on about 1.16 acres of land. The project will also contain one manager’s unit and two live-work ancillary commercial units. On April 17, 2025, the Planning Commission approved the TRPA Multi-Family Dwelling Project Application for this project.
On May 20, 2025, City Council passed Motion 2025-047 authorizing the Mayor to execute Amendment Number 1 to the Predevelopment Loan and Development Agreement with NDC Lake Tahoe, LP (C-092-2025) to loan an additional $500,000 in PIP grant funds for a total of $1,064,073 in PLHA and PIP funds for 3900 and 3908 Lake Tahoe Blvd predevelopment and development costs. An Amended and Restated Predevelopment Loan Promissory Note for 3900 and 3908 Lake Tahoe Boulevard increasing the loan amount to $1,064,073, extending the Agreement deadline to June 30, 2026, and adding language for the incorporation of the local preference policy per Resolution 2025-006, subject to this development was executed.
Council also passed Resolution 2025-043 authorizing the Finance Director to appropriate the remaining $500,000 in PIP funds into the revenue and expense budget line items for the predevelopment loan.
On September 3, 2025, Novin requested that the Purchase and Sale Agreement be amended to allow for phased development due to grant conditions and deadlines (Attachment 2). City staff and Novin negotiated the Amended and Restated Purchase and Sale Agreement and recommends that City Council authorize its execution.
Issue and Discussion: The affordable housing finance system is particularly complex as more jurisdictions are building more affordable housing units, building costs continue to rise, and project complexity that requires alignment between varying project timelines and requirements. The layering of multiple funding sources from local, state, and federal financing increase the time and cost to each project1. While the State of California is working to centralize all affordable housing finance sources, there are still issues relating to the funding sources. Funding sources at the federal level are being either cut or greatly reduced, impacting the reduction of state sources. This increases the competition between projects across the
1 Reid, C., & Tran, T. (2025, April 21). Reducing the complexity in California’s Affordable Housing Finance System. Terner Center for Housing Innovation. https://ternercenter.berkeley.edu/blog/reducing-the-complexity-incalifornias-affordable-housing-finance-system/#_edn1 174
Council Agenda Report January 13, 2026 Page 3 of 4
state and extends the timeline as developers are jurisdictions must apply repeatedly until awarded funds.
Sugar Pine Village received about seven unique funding sources from local, state and federal resources. These funding sources were awarded quickly due to this project receiving special funding sources and bonus points for being a project under Governor Newsom’s Executive Order N-06-19 Affordable Housing Development. The timelines were all accelerated for this particular project due to this special designation in comparison to other affordable housing projects across the state of California.
In April 2024, Novin was awarded a state funded Infill Infrastructure Grant (IIG) for a total of $4,428,768 for 3900/3908 Lake Tahoe Boulevard affordable housing project. Under the Standard Agreement, IIG funds must begin to be expended before the deadline of April 16, 2026. In order to meet performance deadlines, Novin is pursuing a two-phased development approach. Phase 1 will include the site’s horizontal and infrastructure improvements, which are funded through the IIG Award. Phase 1 includes site clearing, excavation, grading, utilities, offsite improvements, and asphalt paving. This work is expected to commence in May 2026 and conclude by October 2027, in accordance with HCD’s milestone requirements and TRPA’s ground disturbance requirements.
Phase 2 will follow as a separately financed phase outside of the IIG funds, consisting of the vertical construction of approximately 72 affordable units, a property manager’s unit, and two unrestricted live-work units for a total of 75 units. This approach will allow the project to leverage committed IIG funds while the Novin development team continues to assemble the additional financing required to complete the required Phase 2 work.
The Amended and Restated Agreement achieves the following:
Removes the South Tahoe Redevelopment Successor Agency as a party since the City now owns the property and the Successor Agency no longer has an interest in the property or project.
Extends deadline for Novin to close on the purchase the property for one year, to January 18, 2027, with an additional one-year extension available with mutual consent. Uses the $1,000,000 set-aside funds towards Novin’s purchase of the property, which will be eligible as a local contribution in future grant and tax credit applications to make such applications more competitive.
Any value over $1,000,000 (to be determined by a forthcoming appraisal) will be handled through a residual receipts loan to Novin.
As conditions of closing, requires Novin to be ready to construct the Phase 1 Improvements to include: having entered into a construction contract, received building permits, and obtained performance and payment bond to cover the cost of the Phase 1 Improvements ($4,428,764).
Includes in the grant deed a provision that if Novin does not secure financing to complete construction of the entire project within 8 years, then the City may elect to terminate the Grant Deed such that the property would revert back to the City. 175
Council Agenda Report January 13, 2026 Page 4 of 4
Staff are recommending City Council: 1) Pass a Resolution authorizing the Finance Director to appropriate $1,000,000 from the General Fund Undesignated Excess Reserves to NDC Lake Tahoe, LP for purchase of the property; and 2) Pass a Motion authorizing and directing the Mayor to execute the Amended and Restated Purchase and Sale Agreement Amendment with NDC Lake Tahoe, LP; or 3) Pass a motion granting a one-year extension on the closing deadline under the current Purchase and Sale Agreement to January 18, 2027.
Financial Implications: The $1,064,073 Predevelopment Loan Agreement with NDC Lake Tahoe LP is currently funded through $564,073 in Permanent Local Housing Allocation (PLHA) funds and $500,000 in Prohousing Incentive Program (PIP) funds. As of December 22, 2025, $523,970.67 in PLHA funds have been disbursed as predevelopment loan funds to NDC Lake Tahoe LP. A total of $709,977.22 of predevelopment loan funds remain consisting of $40,102.41 in PLHA funds and $500,000 in PIP funds.
On August 27, 2024, the City Council set aside $1,000,000 in Undesignated Excess Reserve funds for Novin’s purchase of 3900/3908 Lake Tahoe Blvd. This local contribution can be used to leverage state and federal funding opportunities to fully fund the affordable housing project at 3900/3908 Lake Tahoe Boulevard.
Environmental Considerations: This project satisfies the criteria specified by SB 35 and the guidelines issued by HCD specify that the California Environmental Quality Act (CEQA) does not apply to actions taken by a local government to provide financial assistance to a development that receives streamlined approval and that is to be used for housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Safety Code.
Policy Implications: The recommended action is consistent with the City’s Strategic Plan 2024-2030, which identifies supporting the affordable and/or workforce housing project at 3900 Lake Tahoe Blvd. as Action Item 1.2.
The recommended action is also consistent with the following adopted policies and programs:
City’s Strategic Plan
City General Plan Housing Element
Policy 1-1 The City shall adopt programs, ordinances, incentives, land use plans and other regulatory mechanisms that provide opportunities for the private sector to address the housing needs of citizens of all economic levels.
Policy 2-2 The City shall enable opportunities for deed-restricted affordable ownership housing to ensure long-term affordability.
Policy 2-5 The City shall recognize that it will become difficult to attract employees if they cannot afford to purchase or rent housing in South Lake Tahoe. The City shall encourage and support programs and activities that create a robust local economy that provides residents with good paying employment and the means to purchase and/or rent housing in the city. 176
1 September 3, 2025
Zachary Thomas
Director of Development Services
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
Re: Request to Amend Purchase and Sale Agreement to Allow Phased Construction for Lake Tahoe Boulevard Apartments located at 3900 and 3908 Lake Tahoe Boulevard, South Lake Tahoe, CA 96150
Dear Mr. Thomas,
The Lake Tahoe Boulevard Apartments project was awarded an Infill Infrastructure Grant (IIG) of $4,428,768 in April 2024 under the IIG 2019 Program (Round 12, Small Jurisdiction Set-Aside, NOFA issued August 31, 2023). This round was one of the last Qualifying Infill Project (QIP) Small Jurisdiction Set-Aside opportunities and it was undersubscribed, which led Novin Development Corporation (NDC) and SMR Development, LLC (SMR) to apply early before the project was fully entitled to secure these limited IIG funds.
Entitlements with the City and TRPA were finalized in December 2024, several months after the award. As a result of this, the project lost valuable time to expend the IIG funds while the entitlement process was wrapping up. Under the program guidelines, all permanent financing must be secured, and IIG funds must begin to be expended before the deadline of April 2026. Given that no additional rural IIG funds are anticipated during the next few funding cycles and there are legislatively mandated expenditure deadlines, NDC and SMR are pursuing a two-phased development approach to make sure the project meets the performance deadline.
On behalf of NDC and SMR, we respectfully request approval to proceed with a two-phased development approach for the Lake Tahoe Boulevard Apartments. This amendment reflects our request to implement a phased construction approach that aligns with the commitments of the project’s Infill Infrastructure Grant (IIG) Award from the California Department of Housing and Community Development (HCD) for $4,428,764.
The proposed two-phased development approach will consist of Phase 1 - the site’s horizontal and infrastructure improvements, which are funded through the IIG Award. These improvements are described in detail as an attachment to the enclosed Draft Amendment. Generally, Phase I includes site clearing, excavation, grading, utilities, off-site improvements, and asphalt paving. Phase 1 is expected to commence in May 2026 and conclude by October 2027, in accordance with HCD’s milestone requirements and TRPA’s ground disturbance requirements. A more detailed Phase I schedule is included as Attachment #2 to the Draft Amendment. 177
2 Phase 2 will follow as a separately financed phase outside of the IIG funds, consisting of the vertical construction of approximately 72 affordable units, a property manager’s unit and two unrestricted live-work units for a total of 75 units. This approach will allow the Project to leverage committed IIG funds while the development team continues to assemble the additional financing required to complete the required Phase 2 work.
We believe this proposed two-phased approach represents a prudent and efficient way to advance the Project, maximize use of awarded public funds, and maintain progress toward delivering muchneeded affordable housing in the community. We understand the City will need additional provisions added to the Draft Amendment to ensure that the project is completed. We are open to the City’s suggestions for a performance bond or the City’s option to buy back the property (if the land is sold to NDC ahead of Phase 1) if certain timeframes are not met.
As your staff has previously pointed out, the PSA allows extensions to January 2028, which we would like memorialized in the amendment for simplicity, if you concur. More importantly, the IIG Grant does not require the recipient to purchase the land, however land acquisition is an eligible use of funds. Altogether, there are three (3) options for the City to evaluate with this PSA Amendment:
• Option 1. City Sells the Land to NDC
o Under Option 1, the City would sell the land to NDC prior to beginning Phase 1 – preferably in February 2026 – to allow NDC sufficient time to procure additional Predevelopment Financing to complete the Construction Development (CD) design phase. This is the preferred option as it is a clean transfer of fee simple ownership and removes any liability that the City would be exposed to if the City retained ownership of the land. In the event the Project does not proceed to Phase 2, the City would have a buyback option to regain ownership of the land; • Option 2. City Leases the Land to NDC to Perform the Phase 1 Scope o As part of Option 2, rather than proceed with a land sale, the City would lease the land to NDC to perform Phase 1. This would occur prior to beginning Phase 1 and preferably in February 2026. NDC will want this lease to convert into a PSA upon securing 100% financing for the Project’s Phase 2 if this option was ultimately selected. In the event the Project does not proceed to Phase 2, the lease would terminate and land ownership would remain with the City.
• Option 3. City Retains Land Ownership and Grants NDC Access to Perform Phase 1 o Under Option 3, the City retains land ownership and grants NDC access to Perform Phase 1. As part of NDC’s requirements, NDC would execute a Payment and Performance Bond to ensure the Phase 1 scope is fully completed. This option would increase the City’s liability exposure from a risk management standpoint. The City would need to maintain insurance, act as or hire a Property Manager to preserve the site and provide site access to NDC and its contractors to perform the Phase 1 work.
In the event the Project does not proceed to Phase 2, the City would be required to make NDC financially whole on all expenses and construction management fees associated with completing Phase 1.
We appreciate the City’s partnership and the realization that given the shifting state funding environment, it is taking longer to assemble our full capital stack, especially in high-cost rural 178
3 environments. Suffice it to say, the competition across the state for limited resources is challenging.
Many revisions to the tax code will affect the low-income housing tax credit market and we remain hopeful it will assist this project that has, to date, remained uncompetitive.
Please review our draft amendment and help provide additional provisions to protect the City’s interest with an automatic reversion of ownership or performance bond as previously mentioned.
Sincerely,
Iman Novin, President
Novin Development Corp.
Cc: Ryan Querubin, Josh Carrillo
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Resolution 2026-XXX January 13, 2026 Page 1 of 2
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
January 13, 2026
Budget Appropriation of $1,000,000 from the General Fund Undesignated Excess Reserves for donation to NDC Lake Tahoe, LP for the purchase of 3900/3908 Lake Tahoe Blvd undeveloped real property
BACKGROUND
A. The City of South Lake Tahoe’s Strategic Plan includes Action Item 1.2 which identifies supporting the affordable and/or workforce housing at 3900/3908 Lake Tahoe Blvd.
B. On May 7, 2024, the City Council authorized the Mayor to enter into a Predevelopment Loan and Development Agreement with NDC Lake Tahoe, LP for $564,073 in Formula Permanent Local Housing Allocation (PLHA) funds to be used for predevelopment costs associated with the affordable housing project at 3900/3908 Lake Tahoe Blvd.
C. On July 8, 2024, the City received the award letter from the California Department of Housing and Community Development for $620,000 in Prohousing Incentive Program (PIP) Funds that include $500,000 for the predevelopment costs of an affordable housing development by NDC Lake Tahoe LP at 3900/3908 Lake Tahoe Blvd.
D. The $500,000 in PIP Funds and $564,073 in PLHA funds brings the total funds awarded for the predevelopment of the 3900/3908 Lake Tahoe Blvd. affordable housing development to $1,064,073.
E. On August 27, 2024, City Council passed Resolution 2024-090 directing staff to set aside $1,000,000 from the General Fund Undesignated Excess Reserves to leverage state and federal funding opportunities to fully fund the affordable housing project at 3900/3908 Lake Tahoe Blvd.
F. On May 20, 2025, City Council approved Resolution 2025-043 authorizing the Finance Director to appropriate a total of $500,000 for the Prohousing Incentive Program (PIP) award for the loan to NDC Lake Tahoe LP.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:
1. Authorizes the Finance Director to amend Fiscal Year 2025-2026 budget appropriating $1,000,000 in General Fund Undesignated Excess Reserve funds into account number 100-01951-44032 Contributions/Sponsorships.
2. Authorizes the donation of One Million Dollars ($1,000,000) to NDC Lake Tahoe LP to be paid towards the purchase price of the 3900/3908 Lake Tahoe Boulevard property based 180
Resolution 2026-XXX January 13, 2026 Page 2 of 2
on the Amended and Restated Purchase and Sale Agreement approved by City Council on January 13, 2026.
Adopted by the City of South Tahoe City Council on January 13, 2026 by the following vote:
Yes:
No:
Absent:
Abstain:
________________________ Date:_________
, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
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1 AGREEMENT OF PURCHASE AND SALE
AND INITIAL ESCROW INSTRUCTIONS
3900 & 3908 Lake Tahoe Boulevard
South Lake Tahoe, California
[Amends and Restates Contract No. C-240-2023]
This AGREEMENT OF PURCHASE AND SALE AND INITIAL ESCROW
INSTRUCTIONS (“Agreement”), dated for reference purposes only December 9, 2025, is entered into by and among NDC Lake Tahoe LP, a California limited partnership (“Buyer”), and the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“City”).
Recitals
A. City is the owner of two infill parcels of undeveloped real property consisting approximately 1.16 acres in the City of South Lake Tahoe, County of El Dorado (“County”), State of California (“State”), also known as 3900 and 3908 Lake Tahoe Boulevard (Assessor’s Parcel No. 029-170-008), as more particularly described on Exhibit A attached hereto (“Property”). Buyer had a lot merge application completed on the property (MERG2025-0004), which merged the two infill parcels into one parcel and created a new APN.
B. Buyer desires to purchase the Property from City and City desires to sell the Property to Buyer, all upon the terms, conditions and provisions set forth in this Agreement.
C. The Property was previously owned by the former South Tahoe Redevelopment Agency and was transferred to the South Tahoe Redevelopment Successor Agency (“Successor Agency”) following dissolution of all redevelopment agencies by the State of California on February 1, 2012. Pursuant to the April 2014 Long Range Property Management Plan approved by the State Department of Finance (“LRMP”), the Property was designated for sale.
D. On November 7, 2023, the Successor Agency, City, and Buyer entered into an Agreement for Purchase and Sale and Initial Escrow Instructions for the Property, in which the Successor Agency would sell the Property to the City and then the City would sell the Property to the Buyer, which was filed in the City of South Lake Tahoe records as Contract No. C-240-2023.
E. On December 15, 2023, the El Dorado County Oversight Board passed Resolution No, 2023-02, which approved Contract No. C-240-2023.
F. on January 18, 2024, the California Department of Housing and Community Development issued a letter confirming that Contract No C-240-2023 complied with the requirements of the Surplus Lands Act as it pertains to Government Code sections 54221(f)(1)(F)(i) and 54222, and that the Successor Agency and City are permitted to proceed with the disposition of the Property based on the following facts:
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2 1. The Successor Agency complied with Gov’t. Code section 54222(a)(1) by providing written notice on June 3, 2022, of availability for the purpose of developing the Property to those required entities. Thereafter, three offers to develop the Property were submitted. The Buyer proposed developing the Property as a 100% mixed-income affordable housing development project, which is proposed to be a 75-unit multifamily housing project that includes 72 affordable residential units, two (2) live/work ancillary commercial units and one (1) manager’s unit. The 72 affordable residential units will be deed restricted to low and/or moderate-income households for a period of no less than 55 years, and include community amenities on the ground floor (“Project”). The Buyer offered to pay the City One Million Dollars ($1,000,000.00) for the Property, being the amount specified in that certain appraisal, dated April 13, 2022, by Johnson Valuation Group, Ltd. (“Appraisal”).
2. On August 23, 2022, the Successor Agency determined that of the three offers, the proposal from the Buyer to develop the Property was most aligned with the purpose and requirements of the Surplus Lands Act and directed staff to initiate negotiations with Buyer for a purchase and sale agreement for the Property.
G. On March 15, 2024, the Successor Agency sold the Property to the City for the sum of One Million Dollars ($1,000,000.00) and took title to the Property as shown in the Grant Deed dated March 15, 2024, and recorded in the El Dorado County official records as Document No. 2024-0007427. For this reason, the Successor Agency no longer has an interest in the Property and no longer needs to be a party to this Agreement, which amends and restates Contract No. C-240-2023 as between the City and Buyer.
H. Buyer advised the Successor Agency and City that it will need to access public financing from the State of California and other governmental agencies (whether taxexempt bonds, tax credits, or other public subsidies) for a successful Project. As such financing and subsidy opportunities are competitive in nature, Buyer has asked the City to be able to purchase the Property for an appraised value determined at the time of application submittal in accordance with applicable requirements and regulations, rather than the current appraised price.
I. On April 16, 2024, the California Department of Housing and Community Development awarded the Project an Infill Infrastructure Grant from the Round 12 Notice of Funding Availability dated August 31, 2023, in the amount of $4,428,764.00 to fund certain on-site and off-site improvements, including but not limited to: site clearing, tree removal, excavation, grading, wet and dry utilities, off-site improvements, site concrete (sidewalks, curbs, gutters), asphalt paving and concrete slab installation, which is further described in Exhibit E (Phase 1 Budget and Scope) (“Phase 1 Improvements”). The deadline to commence construction is April 16, 2026, and the deadline to expend these grant funds is June 30, 2029, which deadlines may be extended only with approval of the California Department of Housing and Community Development.
J. On May 7, 2024, Buyer and City entered into a Predevelopment Loan and Development Agreement (“PLDA”), in which the City provided an amount of up to $564,073.00 as a predevelopment loan to cover costs of consultants, contractors, 183
3 professionals, and suppliers performing predevelopment activities such as site investigation, feasibility analyses, architectural and engineering services, and preparation of applications for entitlements and construction and permanent financing. Subsequently, the Project received all discretionary land-use approvals required from the City and Tahoe Regional Planning Agency. On May 20, 2025, Buyer and the City entered into the First Amendment to the PDLA to increase the loan amount to $1,064,073, which additional loan amount was procured by the City from the State of California as Prohousing Incentive Program funds.
K. Buyer submitted the Project application to the City using the streamlined process provided by California Senate Bill 35, which is intended to expedite and facilitate the construction of affordable housing and which entitled the Project to ministerial approval and a statutory exemption from review under the California Environmental Quality Act. The City issued Major Design Review Permit Number 24-173 on May 13, 2025.
L. On April 17, 2025, the City Planning Commission, sitting as a hearing officer for the Tahoe Regional Planning Agency (“TRPA”) held a public hearing and approved the TRPA entitlements for the Project, including TRPA Permit #24-174 and a Finding of No Significant Environmental Impact.
M. Under Sections 16 and 27(b) of Contract No C-240-2023, the deadline for Buyer to close escrow on the Property (“Termination Date”) was January 18, 2026, subject to conditions precedent including having all debt and equity financing in place to fully fund development of the Project and having entered into a construction contract with a general contractor for the construction of the Project. The Termination Date was subject to two one-year extensions. Buyer is working in good faith to acquire debt and equity financing to fund development of the Project but desires to close escrow on the Property before all debt and equity financing is in place in order to begin construction of the Phase 1 Improvements so that the Infrastructure Infill Grant deadlines can be met. As part of this Agreement, a one-year extension is granted to close escrow, such that the new Termination Date is January 18, 2027, subject to a one-year extension.
N. On August 27, 2024, the City Council passed Resolution No. 2024-090, which set aside One Million Dollars ($1,000,000.00) towards the Project for leveraging state and federal funding opportunities. The City and Buyer wish to use these funds towards the Buyer’s purchase of the property, which will be eligible as a local contribution in future grant and tax credit applications to make such applications more competitive.
O. Consistent with applicable Surplus Land Act (“SLA”) requirements for this type of “exempt surplus land,” immediately following recording of the City Grant Deed (as defined below) for the Property, City recorded the Affordable Housing Covenant attached hereto as Exhibit C.
P. The parties desire to enter into the amended Agreement in order to allow Buyer to take title to the Property to begin construction of the Phase 1 Improvements in time to meet grant deadlines, with a condition subsequent in the grant deed where the City would 184
4 have the right to terminate the Grant Deed and the Property would revert to the City if financing to complete construction of the Project is not secured by Buyer within eight (8) years.
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.
Agreement
1. Purchase and Sale. City agrees to sell and convey to Buyer and Buyer agrees to purchase from City, the Property, on the applicable terms and subject to the applicable conditions set forth in this Agreement. For the purpose of this Agreement, the date on which the last party signs shall be hereinafter referred to as the “Effective Date.”
2. Purchase Price between City and Buyer.
(a) The purchase price to be paid by Buyer to City (“Buyer Purchase Price”) for the Property shall be the greater of (i) One Million Dollars ($1,000,000.00) and (ii) the value determined by an appraisal performed by a “Qualified Appraiser” (as defined below), in compliance with applicable financing and subsidy requirements and regulations. Buyer has the right to independently verify the square footage of the improvements and land and agrees that if the square footage varies from that recited in this Agreement or in any materials provided by City or any representative, such variation shall have no effect on the Buyer Purchase Price. City is donating One Million Dollars ($1,000,000.00) to Buyer to be paid towards the Purchase Price. (b) A “Qualified Appraiser” shall be an appraiser licensed in the State of California with at least 10 consecutive years’ experience in appraising properties in the South Lake Tahoe area, reasonably acceptable to both City and Buyer.
3. Payment of Buyer Purchase Price. The Buyer Purchase Price shall be payable by Buyer to City as follows:
(a) Deposit of Buyer Purchase Price. On or before Close of Escrow, Buyer shall deposit with Old Republic Title, Oakland (“Escrow Holder”) the appraised value in excess of One Million Dollars $1,000,000.00, in the form of an approximately 55 year (or longer) non-recourse subordinated secured promissory note, payable from a portion of residual receipts from the Project, in form and substance, and with such security, in form and substance reasonably satisfactory to City and Buyer. (b) Time of the Essence. Time shall be of the essence with respect to City and Buyer’s obligations to pay all funds and other closing consideration for the Buyer’s purchase of the Property under this Agreement.
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5 4. Escrow.
(a) Opening of Escrow. Within ten (10) calendar days after Buyer and City’s execution of this Agreement, Buyer shall open escrow (“Escrow”) with Escrow Holder. Buyer and City agree to execute and deliver to Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the Buyer’s Property purchase and City’s Property sale transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by Escrow Holder attached hereto, and distribute it to all parties listed in the “Notices” sections of the Agreement. (b) Close of Escrow. For the purpose of this Agreement, the “Close of Escrow” shall be defined as the date that Buyer Grant Deed (as defined in Section 5, below) are recorded in the Official Records of the County. The Close of Escrow shall occur at a date and time mutually approved by City and Buyer, but in no event later than the Termination Date (as defined in Section 18 below) and any extensions mutually agreed-upon thereof by City and Buyer.
5. Conditions of Buyer Title. The Property shall be conveyed to Buyer by City by a grant deed, substantially in the form attached hereto as Exhibit B (“Buyer Grant Deed”), subject only to (a) such title matters (other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of City and Buyer; (b) the recorded Affordable Housing Covenant; (c) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; (d) all matters which would be apparent from an inspection of the Property; (e) all matters which would be disclosed by a survey of the Property; and (f) exceptions which are approved and/or accepted by Buyer in accordance with Section 5(a) of this Agreement (collectively, “Buyer Approved Conditions of Title”). As the Property will be publicly owned before Close of Escrow, it is exempt from property taxes, although tenants may be subject to possessory interest taxes under Revenue and Taxation Code Section 107, etc.
6. Title Policy. Title in favor of Buyer shall be evidenced by Escrow Holder’s title insurance underwriter (“Escrow Title Company”) issuing its standard California Land Title Association (“CLTA”) Owner’s Policy of Title Insurance to Buyer in an amount equal to the Buyer Purchase Price, showing title to the Property vested in Buyer, subject only to the Buyer Approved Conditions of Title (“Title Policy”). Buyer shall pay all expense of issuing the Title Policy, including (if Buyer elects to have Escrow Title Company issue its American Land Title Association (“ALTA”) Extended Coverage Owner’s Policy of Title Insurance), the expense of such ALTA premium increment and any survey costs associated with such ALTA policy. In addition, Buyer shall pay for any endorsements to the Title Policy. Buyer’s ability to obtain an ALTA policy shall not be a condition to Close of Escrow.
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6 7. Conditions to Close of Escrow.
(a) Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate its purchase of the Property from City contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer’s waiver in writing thereof) for Buyer’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in the absence of a specified date:
(i) Title. Pursuant to the terms and conditions of this subsection, Buyer shall each have the right to approve any and all matters of and exceptions to title of the Property, disclosed by the following documents and instruments (collectively, “Buyer Title Documents”): (A) a Preliminary Report issued by Escrow Holder with respect to the Property; and (B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. City shall cause Escrow Holder to deliver the Buyer Title Documents to Buyer within five calendar days following the opening of Escrow. Buyer shall have until 5:00 PM (local time) on the date that is three (3) months prior to the Termination Date (“Buyer Contingency Period”) to give City and Escrow Holder written notice (“Buyer Title Notice”) of Buyer’s approval or disapproval of the Buyer Title Documents. The failure of Buyer to give Buyer Title Notice to City within the specified time period shall be deemed Buyer’s disapproval of the Buyer Title Documents.
In the event that Buyer Title Notice disapproves, or is deemed to have disapproved, of any matter of title shown in the Buyer Title Documents, City shall, within five calendar days after Buyer Title Notice is received by City, give Buyer written notice (“City Title Notice”) of those disapproved title matters, if any, which City is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of Escrow. City’s failure to provide City Title Notice within said five calendar day period shall be deemed City’s election not to remove any of the disapproved exceptions in Buyer Title Notice. Notwithstanding the foregoing, City agrees to remove on the Close of Escrow any deeds of trust, if any, whereby City is the trustor or borrower which are currently recorded against the Property. If City is unable or unwilling to remove all of the title matters objected to by Buyer in Buyer Title Notice, or fails to deliver City Title Notice, Buyer shall have five calendar days from receipt of City Title Notice, or expiration of the time period within which City is to respond, to notify City in writing that either (1) Buyer is willing to purchase the Property, subject to such disapproved exceptions, or (2) Buyer elects to terminate this transaction. Failure of Buyer to take either one of the actions described in clause (1) or (2) in the previous sentence shall be deemed to be Buyer’s election to take the action described in clause (2). If this Agreement is terminated pursuant to this Section 7(a)(i), Buyer will comply with Section 23(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement;
(ii) Inspections and Studies/Costs. During the Buyer
Contingency Period, Buyer shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural 187
7 inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as Buyer may elect to make or maintain. Buyer may also authorize its consultants to visit and inspect the site, as necessary. The cost of any such inspections, tests and/or studies shall be borne by Buyer.
Between the Effective Date and the Close of Escrow, Buyer and Buyer’s employees, agents, contractors, subcontractors and consultants (collectively, “Buyer’s Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary calendar hours upon notice to City at least one calendar day prior to entry, to perform such inspections, investigations, tests and studies. Buyer, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with City in advance to avoid any such interference. Following any such tests or inspections, Buyer agrees to promptly return any portions of the Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection.
Buyer shall indemnify, defend, and hold City and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by Buyer or Buyer’s Representatives or liens arising from Buyer’s due diligence review of the Property. Prior to any entry on to the Property by any of Buyer’s Representatives, Buyer shall deliver to City an endorsement to a commercial general liability insurance policy which evidences that such Buyer’s Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to City, covering the activities of such Buyer’s Representative on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and 00/100th Dollars ($1,000,000.00) and an aggregate limit of at least Three Million and 00/100th Dollars ($3,000,000.00), shall name City as an additional insured, and shall be primary and non-contributing with any other insurance, self-insurance or joint self-insurance available to City.
Prior to the expiration of the Buyer Contingency Period, Buyer shall deliver to City and Escrow Holder written notice (“Buyer Contingency Period Notice”) of its approval or disapproval of the Property and the Documents and Materials. (The Buyer Contingency Period Notice may, but need not, be combined with the Buyer Title Notice.) The Buyer Contingency Period Notice to the Escrow Holder shall be accompanied by the Natural Hazards Disclosure Statement (if not yet signed and returned to City). The failure of Buyer to timely deliver the Buyer Contingency Period Notice shall be deemed to constitute Buyer’s disapproval of the Property and the Documents and Materials. Buyer will comply with Section 23(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement.
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8 If this Agreement is terminated pursuant to this subsection, Buyer shall deliver to City (a) the Documents and Materials delivered to Buyer by City, and (b) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.
Buyer’s defense, indemnity and hold harmless obligations under this section shall survive expiration or termination of this Agreement for any reason; (iii) Other Development Matters. Prior to Close of Escrow, and as a condition thereof:
(I) the CEQA/NEPA process for the proposed Project has
been completed;
(II) Buyer shall have obtained all discretionary land-use approvals for the proposed Project, including without limitation final development approvals from the City and the TRPA;
(III) Buyer shall have financing in place sufficient to fully fund development of the Phase 1 Improvements; and
(IV) Buyer shall have entered into a construction contract with a general contractor for construction of the Phase 1 Improvements; and building permits required for the Phase 1 Improvements shall be ready to be issued subject to payment of applicable fees.
Notwithstanding anything to the contrary in this Agreement, the condition in Section 7(iii)(I) above is not waivable by Buyer.
(iv) Title Insurance. As of the Close of Escrow, Escrow Title Company shall have committed to issue the Buyer Title Policy to Buyer; (v) City’s Representations. All representations and warranties made by City to Buyer in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; (vi) Natural Hazards Disclosure Statement. No later than ten calendar days prior to the scheduled expiration of the Buyer Contingency Period, City shall deliver to Buyer a Natural Hazards Disclosure Statement for the Property. Buyer shall have approved the Natural Hazards Disclosure Statement and returned a signed copy thereof to City by the expiration of the Buyer Contingency Period; 189
9 (vii) City’s Obligations. As of the Close of Escrow, City shall have performed all of the obligations required to be performed by City under this Agreement with respect to City’s sale of the Property to Buyer; and (viii) Documents and Materials. Within ten calendar days after the Effective Date, City shall deliver to Buyer any additional Documents and Materials within the City’s possession or control. Upon delivery of the additional Documents and Materials, City shall deliver an acknowledgment letter to Buyer setting forth the date of compliance with this Section 7(a)(viii) and setting forth the list of additional Documents and Materials actually delivered to Buyer. City makes no representation or warranty as to the accuracy or completeness of any of the Documents and Materials which were not prepared by City
(b) Conditions to Buyer’s Obligations for Close of Escrow. The Close of Escrow and City’s obligation to consummate the sale of the Property to Buyer contemplated in this Agreement are subject to the satisfaction of the following conditions (or City’s waiver thereof) for City’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in absence of a specified date:
(i) Buyer’s Obligations. Buyer shall have timely performed all of the obligations required to be performed by Buyer under this Agreement; (ii) Buyer’s Representations. All representations and warranties made by Buyer to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; (iii) Buyer Purchase Price. Buyer shall have timely delivered the Buyer Purchase Price and other sums and consideration owing under this Agreement in good funds to Escrow Holder and fully, faithfully, and timely performed all of its other obligations under this Agreement;
(iv) Natural Hazards Disclosure Statement. Prior to the end of the Buyer Contingency Period, Buyer shall have returned a signed copy of the Natural Hazards Disclosure Statement to the City, which shall be mutually acceptable to both Buyer and City;
(v) Performance Under PLDA. Buyer shall have timely
performed all of the obligations required to be performed by Buyer under the PLDA; and (vi) Performance and Payment Bonds. Buyer shall have delivered to the City copies of performance bond(s) and payment bond(s) issued by a reputable insurance company licensed to do business in California, each in a penal sum of not less than one hundred percent (100%) of the scheduled cost of construction of the Project’s Phase 1 Improvements, which the total hard cost for the Project’s Phase 1 Improvements is estimated to be $4,428,764.
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10 (c) Failure of Condition to Close Escrow. If any of the conditions set forth in Section 7(a) or Section 7(b) are not timely satisfied or waived by the appropriate benefited party for a reason other than the default of Buyer or City, this Agreement shall terminate, Buyer will comply with Section 23(l) below, and except as otherwise provided herein, the parties shall have no further obligations hereunder.
8. Deposits By City. Prior to the Close of Escrow, City shall deposit with Escrow Holder the following documents:
(a) Buyer Grant Deed. The Buyer Grant Deed, duly executed and acknowledged in recordable form by City, conveying fee simple title to the Property to Buyer.
(b) FIRPTA Certificate. A certification, acceptable to Escrow Holder, duly executed by City under penalty of perjury, setting forth City’s address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.
(c) California Franchise Tax Withholding. A certification, acceptable to Escrow Holder, that City is exempt from the withholding provisions of the California Revenue and Taxation Code, as may be amended from time to time, and that neither Buyer nor Escrow Holder is required to withhold any amount from the Buyer Purchase Price pursuant to such provisions.
9. Deposits By Buyer. Prior to the Close of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder the following:
(a) Buyer Purchase Price. The Buyer Purchase Price (as adjusted by prorations provided for herein), in cash or immediately available funds, together with all documents required with respect to the non-cash portion thereof. (b) Performance Under PLDA. All documents reasonably required by City to demonstrate Buyer’s timely performance of all of the obligations required to be performed by Buyer under the PLDA.
10. Costs and Expenses. As the City is a political subdivision of the State of California, no documentary transfer taxes or recording fees are required to record either the Buyer Grant Deed under Revenue and Taxation Code Section 11922 and Government Code Section 27383, respectively. Except as otherwise specified in this Agreement, City and Buyer for Escrow, shall equally divide all escrow fees, and costs.
Buyer and City shall each pay all legal and professional fees and fees of other consultants incurred by each of them, respectively. Any costs incurred through Escrow relating to the Property that are not specifically allocated to Buyer or City under this Agreement shall be apportioned in the manner customary in the County.
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11 11. Prorations.
(a) Taxes/Assessments. [Not applicable, as the Property is publicly owned.]
(b) Other Expenses. All expenses for the Property (if any) shall be prorated between the City and Buyer as of 12:01 a.m. on the day of the Close of Escrow, based upon the latest available information.
12. Corrections. If any errors or omissions are made regarding adjustments and prorations as set forth herein, the parties shall make the appropriate corrections promptly upon discovery thereof. If any estimates are made at the Close of Escrow regarding adjustments or prorations, the applicable party shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.
13. Condition and Inspection of Property.
(a) Notwithstanding any other provision of this Agreement to the contrary, City does not make any representation or warranty (except as expressly set forth in Section 15 below) whatsoever regarding the Property including, without limitation:
(i) The size and dimensions of any portion of the Property; (ii) The suitability of the Property for the Buyer’s planned use, including availability and adequacy of water, sewage, fire protection, and any utilities serving the Property;
(iii) All matters relating to title including extent and conditions of title to the Property, taxes, assessments, and liens;
(iv) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Property including zoning, use permit requirements and building codes; (v) Natural hazards, including flood plain issues, currently or potentially concerning, or affecting the Property;
(vi) The physical, legal, economic, and environmental condition and aspects of the Property, and all other matters concerning the conditions, use or sale of the Property, including any permits, licenses, agreements, and liens, zoning reports, engineers’ reports and studies and similar information relating to the Property, and Hazardous Materials (as defined below). “Hazardous Materials” means any and all substances, contaminants, chemicals, wastes, sewage, materials or emissions which are now or hereafter regulated, controlled, prohibited or otherwise affected by any present or future local, state or federal statute, ordinance, code, rule, regulation, order, decree, 192
12 permit or other law now or hereafter in effect including (A) any substance defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” or “air pollutant” in (I) the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., (II) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq., (III) the Resource Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. §6901, et seq., (IV) the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq., (V) the Clean Air Act, as amended, 42 U.S.C. §7401, et seq., (VI) the Toxic Substances Control Act , as amended, 15 U.S.C. §2601, et seq., (VII) the Clean Water Act, as amended, 33 U.S. Code §1251, et seq., (VIII) the Oil Pollution Act, as amended, 33 U.S.C. §2701, et seq., (IX) California Health & Safety Code (“H&S Code”) §25100, et seq. (Hazardous Waste Control), (X) the Hazardous Substance Account Act, as amended, H&S Code §25300, et seq., (XI) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, H&S Code §25404, et seq., (XII) H&S Code §25531, et seq. (Hazardous Materials Management), (XIII) the California Safe Drinking Water and Toxic Enforcement Act, as amended, H&S Code §25249.5, et seq., (XIV) H&S Code §25280, et seq. (Underground Storage of Hazardous Substances), (XV) the California Hazardous Waste Management Act, as amended, H&S Code §25170.1, et seq., (XVI) H&S Code §25501, et seq. (Hazardous Materials Response Plans and Inventory), (XVII) H&S Code §18901, et seq. (California Building Standards), (XVIII) the Porter-Cologne Water Quality Control Act, as amended, California Water Code §13000, et seq., (XIX) California Fish and Game Code §5650-5656 and (XX) or any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety (collectively, “Environmental Laws”); (B) any substance the presence of which at the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of human beings; and (C) any substance the presence of which at the Property or at nearby or adjacent properties could constitute a trespass. In addition to the foregoing, to the extent not already included therein, the term “Hazardous Materials” also means (I) asbestos (including asbestoscontaining materials); (II) flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive materials; (III) petroleum or any substance containing or consisting of petroleum hydrocarbons (including gasoline, diesel fuel, motor oil, waste oil, grease or any other fraction of crude oil); (IV) paints and solvents; (V) lead; (VI) cyanide; (VII) DDT; (VIII) printing inks; (IV) acids; (X) pesticides; (XI) ammonium compounds; (XII) polychlorinated biphenyls; (XIII) radon and radon gas; and (XIV) electromagnetic or magnetic materials, substances or emissions;
(vii) Any easements and/or access rights affecting the Property; (viii) The financial condition of the Property;
(ix) Any contracts and other documents or agreements affecting the Property; and
(x) Any other matter of significance affecting the Property. 193
13 14. Property Condition Waiver. Following the Close of Escrow, Buyer waives its right to recover from City, and the trustees, members, managers, directors, officers, officials, partners, employees, agents and predecessors of City (collectively, “City Representatives”), and hereby releases City and City’s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever (including attorneys’ fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with (i) the physical condition of the Property, (ii) the failure of any improvements or components of the Property to comply with any law or regulation applicable thereto, and (iii) the environmental condition of the Property. The foregoing waivers and releases shall exclude only those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or attributable to (x) a material matter actually known to City (excluding constructive notice) and (1) not disclosed to Buyer and (2) not discovered by Buyer prior to the Close of Escrow, and (y) any breach by City, of City’s express representations or warranties under this Agreement. In connection with foregoing waiver and release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
_____________________ _____________________
City’s Initials Buyer’s Initials
15. City’s Representations and Warranties. In consideration of City and Buyer entering into this Agreement, City makes the representations and warranties set forth in this Section 15. For the purpose of this Agreement, without creating any personal liability on behalf of such individual, usage of to “City’s actual knowledge,” or words to such effect, shall mean the present, actual knowledge of Joseph Irvin, City Manager of City, excluding constructive knowledge or duty of inquiry, existing as of the Effective Date.
In the event that Buyer, prior to Close of Escrow, becomes aware, from City or otherwise, of any inaccuracy or omission in the disclosures, information, or representations previously provided to Buyer by City, or the City’s consultants or agents, which will have a material, adverse impact on Buyer, the Property or the intended use of the Property, Buyer, as its sole option and remedy, may either (i) terminate this transaction, thereby waiving any claims or actions that Buyer may have against City as a result of such inaccuracy or omission, or (ii) proceed with the Close of Escrow hereunder, thereby waiving any rights that Buyer may have against City as a result of such inaccuracy or omission. Buyer agrees that, under no circumstances, shall Buyer be entitled to purchase the Property hereunder and then bring any claim or action against City for damages as a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud or intentional misrepresentation by City.
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14 (a) City’s Authority.
(i) City is the sole owner of fee title to the Property and has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery, and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by City is required in order to make it a valid and binding contractual obligation of City. The individual(s) executing this Agreement on behalf of City are authorized to do so. (b) No Prior Transfers. City has not previously sold, transferred or conveyed the Property, or (except as provided in this Agreement) granted to any other person or entity any right or interest in all or any part of the Property and City has not entered into any executory contracts for the sale of all or any part of the Property (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement.
(c) Occupancy Agreements. To the City’s present actual knowledge, there are no leases or other agreements (whether oral or written) affecting or relating to the rights of any party with respect to the possession of the Property or any portion thereof which (other than this Agreement) will be in effect after Close of Escrow. (d) Hazardous Materials. Except as disclosed in the Documents and Materials, to the actual knowledge of City, the Property is not, as of the date of the Effective Date of this Agreement, in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials (as defined herein), industrial hygiene or the environmental conditions on, under or about the Property including, but not limited to, soil and ground water condition.
16. Buyer’s Representations and Warranties. In consideration of City entering into this Agreement and as an inducement to City to sell the Property to Buyer, Buyer makes the following representations and warranties, each of which is material and is being relied upon by City (the continued truth and accuracy of which constitutes a condition precedent to City’s obligations hereunder):
(a) Buyer’s Authority. Buyer has the legal right, power, and authority to enter into this Agreement and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid and binding execution, delivery, and performance of this Agreement. The individual(s) executing this Agreement on behalf of Buyer are authorized to do so.
195
15 (b) Enforceability. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms. (c) Conflicting Documents. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the materials breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party. (d) No Side Agreements or Representations. Buyer represents, warrants, and covenants to City that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the Property. Except as specifically provided in Section 15 of this Agreement, neither City nor City’s representatives makes any representation or warranty regarding the condition of the Property, its past use, or its suitability for Buyer’s intended use. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from City, including, without limitation, any and all matters concerning the condition, use, development, or suitability of the Property.
17. Damage or Condemnation Prior to Closings. City shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding considered or commenced prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any “material portion” (as defined herein) of the Property, City or Buyer may, each at its option, elect either to (i) terminate this Agreement, in which event Buyer will comply with Section 23(l) and except as otherwise provided herein no party shall have any further rights or obligations hereunder, or (ii) continue the Agreement in effect, in which event upon the Close of Escrow, Buyer, shall be entitled to any compensation, award, or other payments or relief resulting from such casualty or condemnation proceedings. The term “material portion” shall mean damages greater than One Hundred Fifty Thousand and 00/100th Dollars ($150,000.00).
18. Termination. Notwithstanding any other provision of this Agreement to the contrary, Buyer’s right to purchase the Property from City and City’s obligation to sell the Property to Buyer shall terminate, without notice or demand, on January 18, 2027(“Termination Date”). Buyer may extend this Agreement for up to one additional 12-month period ("Extension Period"), provided that Buyer submits a written notice to City of its intention to extend the Termination Date at least ten (10) days prior to the end of the then-current term. The Extension Period shall commence immediately following the Termination Date. Any further extension of the Termination Date will require written approval of both City and Buyer, each in its sole discretion. 196
16 19. Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, addressed to the parties in the manner set forth below, and be given only in accordance with the provisions of this Section 19. All such items shall be sent by:
personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service (or, if delivery is not during regular business hours on a business day, then on the next business day).
The addresses of the parties to receive notices are as follows:
To City: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: Joseph Irvin, City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To Buyer: NDC Lake Tahoe LP
1990 North California Blvd., Suite 1060
Walnut Creek, CA 94596
Attention: Iman Novin
Email: [email protected]
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: [email protected]
To Escrow Holder: As indicated in Receipt of Escrow Holder
20. Brokers. Each of City and Buyer represent that it has not engaged nor is it aware of any person entitled to any brokerage commission or finder’s fee in connection 197
17 with any transaction under this Agreement. Each party agrees to indemnify the other parties against any claim asserted against or adjudged against any other party, for any brokerage commission or finder’s fee or any like compensation occasioned by or as a result of any act or omission of each such party, including all attorney’s fees, costs, expenses and any other fees incurred by, charged against or adjudicated against, the other party, whether or not suit is filed, which are related to this indemnity agreement or enforcement thereof.
21. Assignment. Buyer shall not assign its right, title, or interest in this Agreement to any other party without the prior written consent of City, which determination may be withheld in City’s sole and absolute discretion. Buyer may, however, assign this Agreement and all of Buyer’s rights under it to an entity in which Buyer has a controlling ownership interest, subject to the terms of this Agreement, provided that (i) such assignee assumes in a writing reasonably acceptable to City, all of the obligations of Buyer, (ii) City receives prior written notice of such assignment, (iii) the original Buyer remains fully liable for all Buyer obligations under this Agreement, and (iv) the assignee agrees to execute all documents and perform all obligations of Buyer as if such assignee were the original Buyer under this Agreement.
22. CEQA. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the parties acknowledge that City has no obligation to approve and Buyer has no obligation to develop the Project unless and until the applicable parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by City’s governing body to (i) identify and impose mitigation measures to mitigate significant environmental impacts, if any; (ii) select other feasible alternatives to avoid significant environmental impacts, if any; (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.
23. Miscellaneous.
(a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for 198
18 performance of any other obligation or act except those of the waiving party, which shall be extended by a period of time equal to the period of the delay. (c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the grantees, transferees, successors and permitted assigns of the parties hereto.
(d) Entire Agreement. This Agreement (including all Recitals and Exhibits attached hereto), is the final expression of, and contains the entire agreement between and among, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit here under on any person, firm, or corporation other than the parties hereto.
(e) Time of Essence. City and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by any party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform.
(f) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of principal and agent, a partnership, joint venture, or any other association between or among Buyer and City. (g) Construction/Exhibits. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural, and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to paragraphs, Sections, subparagraphs, and subsections are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated herein by this reference.
(h) Governing Law/Venue. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The parties hereto agree that the exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the applicable Court of El Dorado County, California, or, in the alternative, in cases where Federal jurisdiction is available, in the United States District Court for the Eastern District of California. 199
19 (i) Days of Week. A “business day,” as used herein, shall mean any day other than a Saturday, Sunday, or holiday, as defined in Section 6700 of the California Government Code. If any date for performance herein falls on a day other than a business day, the time for such performance shall be extended to 5:00 p.m. on the next business day.
(j) Possession of Property. Subject to the Buyer Approved Conditions of Title, Buyer shall be entitled to the possession of the Property immediately following the Close of Escrow.
(k) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
(l) Termination Documents. If this Agreement is terminated prior to the Close of Escrow for any reason, Buyer shall deliver to City the following documents and materials (collectively hereinafter referred to as the “Termination Documents”): (i) the Documents and Materials delivered to Buyer by City, and (ii) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.
(m) City Payment Upon Reversion of Property. If Buyer fails to fulfil the condition subsequent to achieve funding for construction of the Project by the deadline in the Grant Deed and the City exercises its right to terminate the Grant Deed and reenter the Property, then the City shall pay Buyer an amount equal to the Buyer’s out-of-pocket costs paid to third parties for the Project, excluding any City contributions such as the PLDA, which costs shall be documented by invoices from the third parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
BUYER: CITY:
NDC Lake Tahoe LP CITY OF SOUTH LAKE TAHOE
By: By:
Name: Name:
Title: Title:
Date: Date:
200
20 ATTEST:
By:
Susan Blankenship,
City Clerk
APPROVED AS TO FORM:
By:
Heather Stroud, City
Attorney
201
21 Schedule of Exhibits
Exhibit A Legal Description of Property
Exhibit B Buyer Grant Deed
Schedule 1 Legal Description of Property
Exhibit C Affordable Housing Covenant
Exhibit D List of Documents and Materials
Exhibit E Phase 1 Improvements Description
202
1 RECEIPT BY ESCROW HOLDER
Escrow Holder hereby acknowledges receipt of a fully executed copy of the foregoing Agreement on this date and agrees to abide by the escrow instructions applicable to it contained therein.
Escrow Holder:
Old Republic Title, Oakland
By:
Name: _____________________________
Its: Escrow Officer
Contact Information:
______________________________
______________________________
______________________________
Attention: _________________
Email: ____________________
203
EXHIBIT A
Legal Description of Property
The land referred to in this Agreement is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:
All that portion of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., identified as Assessor’s Parcel Number 029-170-008, and more particularly described as follows:
PARCEL NO. 1:
Commencing at the intersection of the Northwest quarter of Section 34 and the State Highway known as the Lincoln Highway, Southerly right of way line; thence along the South side of said Highway right of way line, bearing North 60° 08' East, 1707.40 feet; thence South 45° 56' East to a point distance 150 feet at right angles from said right of way line, which said point is the point of beginning; thence South 45° 56' East to the Northwesterly line of the County Road, sometimes known as the Meyers Road or Pioneer Trail; thence South 17° 02' West along said last named road, 101.73 feet; thence North 62° 37' West, 18.56 feet; thence North 45° 56' West to a point distant 150 feet at right angles from said right of way line of the State Highway; thence North 60° 08' East to the point of beginning.
PARCEL NO. 2:
Commencing at the intersection of the dividing line between the Northwest quarter and the Southwest quarter of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., and the Southeasterly line of the Lincoln Highway; thence Northeasterly along the Southeasterly line of said Highway bearing North 60° 08' East 1707.40 feet to the point of beginning; thence North 60° 08' East along the Southerly Highway right of way line a distance of 76.67 feet; thence on a 2240 foot radius curve to the left along said Highway right of way line a distance of 23.33 feet; thence South 45° 56' East a distance of 219.08 feet to a point on the Northwesterly right of way line of the County Road (Meyers Road or Pioneer Trail); thence South 27° 23' West along the Northwesterly right of way line of Meyers Road, a distance of 100.02 feet; thence North 45° 56' West a distance of 275.20 feet to the point of beginning.
PARCEL NO. 3:
All that portion of Section 34, Township 13 North, Range 18 East, M.D.B.&M., more particularly described as follows: Beginning at a point on the Southeasterly right of way line of the California State Highway between Bijou and Lakeside, said point being North 60° 08' East, 1607.40 feet from the intersection of said right of way line with the East and West center lie of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M; thence South 45° 43' East 150 feet; thence North 60° 08' East 100 feet; thence North 45°56' West 150 feet to said line of the State Highway; thence South 60° 08' West 100 feet to the point of commencement.
204
Grant Deed - 1
EXHIBIT B
Buyer Grant Deed
RECORDING REQUESTED BY:
WHEN RECORDED MAIL
TO AND MAIL TAX STATEMENTS TO:
(Above Space for Recorder’s Use Only)
GRANT DEED
To be recorded without fee per Government Code Section 27383 The undersigned grantor declares:
Exempt from Documentary Transfer Tax pursuant
to Section 11922 of the Revenue and
Taxation Code, as amended
County of El Dorado
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“Grantor”), hereby grants to NDC Lake Tahoe LP, a California limited partnership (“Grantee”), all of that certain real property in the County of El Dorado, State of California, described on Schedule 1 attached hereto (“Property”), subject to all matters of title or of record or any matters that would be disclosed by an accurate survey, in fee simple on the condition subsequent that Grantee is required to secure financing to complete construction of the affordable housing project approved by City of South Lake Tahoe Major Design Review Permit Number 24-173 within eight (8) years of recordation of this Grant Deed. If such condition subsequent is not satisfied, then Grantor may elect, in its sole discretion, to terminate this Grant Deed such that the real property described on Schedule 1 shall revert to Grantor.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed as of the ___ day of ________________, 202__.
205
Grant Deed - 2
CITY OF SOUTH LAKE TAHOE
By:
Name:
Title:
206
Grant Deed - 3
ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before
me,___________________________________________,
(Name of Notary)
notary public, personally appeared
_________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
207
Grant Deed - 4
SCHEDULE 1
Legal Description of Property
The land referred to in this Deed is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:
All that portion of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., identified as Assessor’s Parcel Number 029-170-008, and more particularly described as follows:
PARCEL NO. 1:
Commencing at the intersection of the Northwest quarter of Section 34 and the State Highway known as the Lincoln Highway, Southerly right of way line; thence along the South side of said Highway right of way line, bearing North 60° 08' East, 1707.40 feet; thence South 45° 56' East to a point distance 150 feet at right angles from said right of way line, which said point is the point of beginning; thence South 45° 56' East to the Northwesterly line of the County Road, sometimes known as the Meyers Road or Pioneer Trail; thence South 17° 02' West along said last named road, 101.73 feet; thence North 62° 37' West, 18.56 feet; thence North 45° 56' West to a point distant 150 feet at right angles from said right of way line of the State Highway; thence North 60° 08' East to the point of beginning.
PARCEL NO. 2:
Commencing at the intersection of the dividing line between the Northwest quarter and the Southwest quarter of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M., and the Southeasterly line of the Lincoln Highway; thence Northeasterly along the Southeasterly line of said Highway bearing North 60° 08' East 1707.40 feet to the point of beginning; thence North 60° 08' East along the Southerly Highway right of way line a distance of 76.67 feet; thence on a 2240 foot radius curve to the left along said Highway right of way line a distance of 23.33 feet; thence South 45° 56' East a distance of 219.08 feet to a point on the Northwesterly right of way line of the County Road (Meyers Road or Pioneer Trail); thence South 27° 23' West along the Northwesterly right of way line of Meyers Road, a distance of 100.02 feet; thence North 45° 56' West a distance of 275.20 feet to the point of beginning.
PARCEL NO. 3:
All that portion of Section 34, Township 13 North, Range 18 East, M.D.B.&M., more particularly described as follows: Beginning at a point on the Southeasterly right of way line of the California State Highway between Bijou and Lakeside, said point being North 60° 08' East, 1607.40 feet from the intersection of said right of way line with the East and West center lie of the Northwest quarter of Section 34, Township 13 North, Range 18 East, M.D.B.&M; thence South 45° 43' East 150 feet; thence North 60° 08' East 100 feet; thence North 45°56' West 150 feet to said line of the State Highway; thence South 60° 08' West 100 feet to the point of commencement.
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EXHIBIT C
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D-010-2024
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D-010-2024
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D-010-2024
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D-010-2024
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D-010-2024
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EXHIBIT D
List of Documents and Materials
1. All reports, maps, and studies relating to Property in City’s possession to City’s actual knowledge (as defined in the Agreement)
2. Such additional documents as Buyer may reasonably request concerning the Property in City’s possession to City's actual knowledge (as defined in the Agreement).
Property as used herein, means the subject Property and not any surrounding Property.
Buyer may not rely on any reports or studies because they are not issued in Buyer’s name.
217
EXHIBIT E
Phase 1 Improvements Description
The Phase 1 Improvements shall include on-site and off-site improvements. This entails but is not limited to the following: site clearing, tree removal, excavation, grading, wet and dry utilities, off-site improvements, site concrete (sidewalks, curbs, gutters), asphalt paving and concrete slab installation.
The table on the following page is an estimate of the scope and cost to complete the Phase 1 Improvements scope. NDC Lake Tahoe LP reserves the right to revise the Phase 1 Improvements estimated budget following the execution of this PSA amendment. 218
Estimated Phase 1 Improvements Scope/Budget
219
1 AGREEMENT OF PURCHASE AND SALE
AND INITIAL ESCROW INSTRUCTIONS
3900 & 3908 Lake Tahoe Boulevard
South Lake Tahoe, California
This AGREEMENT OF PURCHASE AND SALE AND INITIAL ESCROW
INSTRUCTIONS (“ Agreement”), dated for reference purposes only November 7, 2023, is entered into by and among NOVIN DEVELOPMENT CORP., a California corporation Buyer”), SOUTH TAHOE REDEVELOPMENT SUCCESSOR AGENCY (“ Seller”), and the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ City”).
Recitals
A. Seller is the owner of two infill parcels of undeveloped real property consisting approximately 1.16 acres in the City of South Lake Tahoe, County of El Dorado County”), State of California (“ State”), also known as 3900 and 3908 Lake Tahoe Boulevard ( Assessor’ s Parcel Nos. 029-170-001 and 029-170-002), as more particularly described on Exhibit A attached hereto (“ Property”).
B. City desires to purchase the Property from Seller, Seller desires to sell the Property to City, and then Buyer desires to purchase the Property from City and City desires to sell the Property to Buyer, all upon the terms, conditions and provisions set forth in this Agreement.
C. The Property was previously owned by the former South Tahoe Redevelopment Agency, and was transferred to the Seller following dissolution of all redevelopment agencies by the State of California on February 1, 2012. Pursuant to Seller’ s April 2014 Long Range Property Management Plan approved by Seller’ s Oversight Board and the State Department of Finance (“ LRMP”), the Property was designated for sale.
D. Disposition of the Property under this Agreement is exempt from the Surplus Lands Act for the following reasons.
1. Pursuant to Government Code section 54221(f)(1)(F)(i), “exempt surplus land” includes land that is advertised to certain specified entities and who are then invited to participate in the competitive bid process for the purposes of developing a “housing development, which may have ancillary commercial ground floor uses, that restricts 100 percent of the residential units to persons and families of low or moderate income, with at least 75 percent of the residential units restricted to lower income households, as defined in Section 50079. 5 of the Health and Safety Code, with an affordable sales price or an affordable rent, as defined in Sections 50052. 5 or 50053 of the Health and Safety Code, for a minimum of 55 years for rental housing and 45 years for ownership housing, and in no event shall the maximum affordable sales price or rent level be higher than 20 percent below the median market rents or sales prices for the neighborhood in which the site is located.” ( See Gov’t. Code 54221( f)(1)(F)(i).) C-240-2023 220
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2. Pursuant to Gov’t Code section 54222( a)(1), written notice of availability for the purpose of developing housing developments referenced in recital D.1, above, shall be sent to any local public entity, as defined in Section 50079 of the Health and Safety Code, within whose jurisdiction the surplus land is located. Housing sponsors, as defined by Section 50074 of the Health and Safety Code, that have notified the Department of Housing and Community Development of their interest in surplus land shall be sent a notice of availability of surplus land for the purpose of developing low- and moderateincome housing.
3. Seller complied with Gov’t. Code section 54222( a)(1) by providing written notice on June 3, 2022 of availability for the purpose of developing the Property to those entities specified in recital D.2, above. Thereafter, three offers to develop the Property were submitted. The Buyer proposed developing the Property with a 100% mixed-income affordable housing development project which is proposed to consist of a minimum of 75 residential units which would be deed restricted to low and/or moderate income households for a period of no less than 55 years, as well as community amenities on the ground floor (“ Project”). Each of Buyer and City offered to pay One Million Dollars 1,000,000.00) for the Property, being the amount specified in that certain appraisal, dated April 13, 2022, by Johnson Valuation Group, Ltd. (“ Appraisal”).
4. On August 23, 2022, Seller determined that of the three offers, the proposal from the Buyer to develop the Property was most aligned with the purpose and requirements of the Surplus Lands Act and directed staff to initiate negotiations with Novin for a purchase and sale agreement for the Property.
E. Buyer has advised Seller and City that it will need to access public financing from the State of California and other governmental agencies ( whether tax-exempt bonds, tax credits, or other public subsidies) for a successful Project. As such financing and subsidy opportunities are competitive in nature, Buyer has asked the City to be able to purchase the Property for an appraised value determined at the time of application submittal in accordance with applicable requirements and regulations, rather than the current appraised price.
F. Buyer and City will, subsequent to execution of this Agreement, use reasonable efforts to enter into a mutually acceptable Predevelopment Loan and Development Agreement (“ PLDA”). While execution of such a PLDA is a not an initial condition to the effectiveness of this Agreement, failure of Buyer and City to do so may result in an early termination of this Agreement.
G. Consistent with applicable Surplus Land Act (“ SLA”) requirements for this type of “ exempt surplus land,” immediately following recording of the City Grant Deed ( as defined below) for the Property, City will record an Affordable Housing Covenant ( as defined below).
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.
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Agreement
1. Purchase and Sale. Seller agrees to sell and convey to City and City agrees to purchase from Seller, the Property, and thereafter City agrees to sell and convey to Buyer and Buyer agrees to purchase from City, the Property, in both cases on the applicable terms and subject to the applicable conditions set forth in this Agreement.
For the purpose of this Agreement, the date on which the last party signs shall ( subject to Section 2 below) be hereinafter referred to as the “ Effective Date.”
2. Conditional Effectiveness of Agreement; PLDA.
a) This Agreement shall become effective upon the satisfaction of each of the following conditions ( collectively, the “ Conditions Precedent to Effectiveness”) within the time period set forth herein:
i) The Oversight Board to the South Tahoe Redevelopment Successor Agency shall have approved this Agreement.
ii) The California Department of Housing and Community
Development (“ HCD”) has issued a written confirmation of the Property’ s exempt status under the SLA.
b) Seller and City shall use diligent good faith efforts to cause the Conditions Precedent to Effectiveness specified in (a) above to be satisfied on or before the Outside Date ( defined below); provided, however, if the Conditions Precedent to Effectiveness have not been satisfied on or before the date that is 120 days after the Effective Date, or any other mutually agreed date by the parties each in its sole discretion the “ Outside Date”), this Agreement shall automatically terminate at 5:00 pm on the Outside Date. If this Agreement is terminated pursuant to this Section 2, Buyer shall comply with Section 32(l) below, and, except as otherwise provided in this Agreement, Seller, City and Buyer will have no further obligations or rights to one another under this Agreement.
c) If the Conditions Precedent to Effectiveness are satisfied, the parties shall use reasonable efforts to memorialize the date thereof in a mutually executed writing.
3. Purchase Price between Seller and City.
a) The purchase price to be paid by City to Seller (“ City Purchase Price”) for the Property shall be the amount of One Million and 00/100th Dollars 1,000,000.00). City has the right to independently verify the square footage of the improvements and land, and agrees that if the square footage varies from that recited in this Agreement or in any materials provided by Seller or any representative, such variation shall have no effect on the City Purchase Price.
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4. Payment of City Purchase Price. The City Purchase Price shall be payable by City to Seller as follows:
a) Deposit of City Purchase Price. On or before the Close of City Escrow ( as defined below), City shall deposit with an escrow company mutually agreed by Seller and City (“ City Escrow Holder”) the City Purchase Price, in immediately available funds, which shall be paid to Seller at Close of City Escrow. b) Time of the Essence. Time shall be of the essence with respect to City and Buyer’ s obligations to pay all funds under this Agreement.
5. City Escrow.
a) Opening of City Escrow. Within ten (10) calendar days after City and Seller’s mutual agreement on City Escrow Holder, City shall open escrow (“ City Escrow”) with City Escrow Holder. City and Seller agree to execute and deliver to City Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the City’s Property purchase and Seller’ s Property sale transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. City Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by City Escrow Holder attached hereto, and distribute it to all parties listed in the Notices” sections of the Agreement.
b) Close of City Escrow. For the purpose of this Agreement, the “ Close of City Escrow” shall be defined as the date that the City Grant Deed and Affordable Housing Covenant ( each as defined in Section 6, below) are recorded in the Official Records of the County. The Close of City Escrow shall occur at a date and time mutually approved by City and Seller, but in no event later than six months after the date all Conditions Precedent to Effectiveness as provided in Section 2 have been satisfied and any extensions mutually agreed- upon by Seller and City.
6. Conditions of Title for City Escrow. The Property shall be conveyed to City by Seller by a grant deed, substantially in the form attached hereto as Exhibit B-1 City Grant Deed”), subject only to ( a) such title matters ( other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of City and Buyer; ( b) the Declaration of Affordable Housing Covenants, Conditions and Restrictions, substantially in the form attached hereto as Exhibit C (“ Affordable Housing Covenant”), to be recorded in the Official Records of the County immediately following the City Grant Deed; ( c) all applicable laws, ordinances, rules and governmental regulations ( including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; ( d) all matters which would be apparent from an inspection of the Property; ( e) all matters which would be disclosed by a survey of the C-240-2023 223
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Property; and (f) exceptions which are approved and/or accepted by City in accordance with Section 8(a)(i) of this Agreement ( collectively, “ City Approved Conditions of Title”). As the Property is publicly owned, it is exempt from property taxes, although tenants may be subject to possessory interest taxes under Revenue and Taxation Code Section 107, etc.
7. City Title Policy. Title in favor of City shall be evidenced by City Escrow Holder’ s title insurance underwriter (“ City Escrow Title Company”) issuing its standard California Land Title Association (“ CLTA”) Owner’ s Policy of Title Insurance to City in an amount equal to the City Purchase Price, showing title to the Property vested in City, subject only to the City Approved Conditions of Title (“ City Title Policy”). City shall pay all expense of issuing the City Title Policy, including ( if City elects to have City Escrow Title Company issue its American Land Title Association (“ ALTA”) Extended Coverage Owner’ s Policy of Title Insurance), the expense of such ALTA premium increment and any survey costs associated with such ALTA policy. In addition, City shall pay for any endorsements to the City Title Policy. City’s ability to obtain an ALTA policy shall not be a condition to the Close of City Escrow.
8. Conditions to Close of City Escrow.
a) Conditions to City’s Obligations. The Close of City Escrow and City’s obligation to consummate the City’s purchase of the Property contemplated by this Agreement are subject to the satisfaction of the following conditions ( or Buyer’s waiver in writing thereof) for City’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in the absence of a specified date:
i) Title. Pursuant to the terms and conditions of this subsection, City shall have the right to approve any and all matters of and exceptions to title of the Property, as disclosed by the following documents and instruments ( collectively, “ Title Documents”): ( A) a Preliminary Report issued by City Escrow Holder with respect to the Property; and ( B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. Seller shall cause City Escrow Holder to deliver the Title Documents to City and Buyer within five calendar days following the opening of City Escrow. City shall have until 5:00 PM (local time) on the date that is 30 days before the last possible date for “Close of City Escrow” ( as defined and provided in Section 5(b) City Contingency Period”) to give Seller and Escrow Holder written notice (“ City Title Notice”) of City’s approval or disapproval of the Title Documents. The failure of City to give City Title Notice to Seller within the specified time period shall be deemed City’s disapproval of the Title Documents. In the event that City Title Notice disapproves, or is deemed to have disapproved, of any matter of title shown in the City Title Documents, Seller shall, within five calendar days after City Title Notice is received by Seller, give City written notice (“ Seller’ s Title Notice”) of those disapproved title matters, if any, which City is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of City Escrow. Seller’s failure to provide Seller’s Title Notice within said five calendar day period shall be deemed Seller’ s election not to remove any of the disapproved exceptions in City Title Notice. Notwithstanding the foregoing, C-240-2023 224
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Seller agrees to remove on the close of City Escrow any deeds of trust, if any, whereby Seller is the trustor or borrower which are currently recorded against the Property. If Seller is unable or unwilling to remove all of the title matters objected to by City in City Title Notice, or fails to deliver Seller’s Title Notice, City shall have five calendar days from receipt of Seller’s Title Notice, or expiration of the time period within which Seller is to respond, to notify Seller in writing that either ( 1) City is willing to purchase the Property, subject to such disapproved exceptions, or (2) City elects to terminate this transaction.
Failure of City to take either one of the actions described in clause (1) or (2) in the previous sentence shall be deemed to be City’s election to take the action described in clause ( 2).
If this Agreement is terminated pursuant to this Section 8(a)(i), Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, Seller, City and Buyer will have no further obligations or rights to any another under this Agreement; ii) Inspections and Studies/ Costs. During the City Contingency Period, City shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies ( including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as City may elect to make or maintain.
Buyer may also authorize its consultants to visit and inspect the site as necessary. The cost of any such inspections, tests and/or studies shall be borne by City.
Between the Effective Date and the Close of City Escrow, City and City’s employees, agents, contractors, subcontractors and consultants ( collectively, City’ s Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary business hours upon notice to Seller at least one business day prior to entry, to perform such inspections, investigations, tests and studies. City, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with Seller in advance to avoid any such interference. Following any such tests or inspections, City agrees to promptly return any portions of the Property damaged or altered by City during such tests or inspections to substantially the same condition which existed prior to such test or inspection.
City shall indemnify, defend and hold Seller and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by City or City’s Representatives or liens arising from City’s due diligence review of the Property. Prior to any entry on to the Property by any of City’s Representatives, City shall deliver to Seller an endorsement to a commercial general liability insurance policy which evidences that such City’s Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to Seller, covering the activities of such City’s Representative on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and 00/100th Dollars ($ 1,000,000.00) and an aggregate limit of at least Three Million and 00/100th Dollars ($ 3,000,000.00), shall name Seller as an additional insured, and shall be primary C-240-2023 225
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and non-contributing with any other insurance, self-insurance or joint self-insurance available to Seller.
Prior to the expiration of the City Contingency Period, City shall deliver to Seller and City Escrow Holder written notice (“ City Contingency Period Notice”) of its approval or disapproval of the Property and the Documents and Materials as defined in Section 8(a)(viii), below). ( The City Contingency Period Notice may, but need not, be combined with the City Title Notice.) The City Contingency Period Notice to the City Escrow Holder shall be accompanied by the Natural Hazards Disclosure Statement ( if not yet signed and returned to Seller). The failure of City to timely deliver the City Contingency Period Notice shall be deemed to constitute City’s disapproval of the Property and the Documents and Materials. Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, Seller, City and Buyer will have no further obligations or rights to one another under this Agreement.
If this Agreement is terminated pursuant to this subsection, Buyer shall deliver to Seller (a) the Documents and Materials delivered to Buyer by City or Seller, and ( b) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans; iii) Other Development Matters. [ Intentionally omitted] iv) City Title Insurance. As of the Close of City Escrow, City Escrow Title Company shall have committed to issue the City Title Policy to City; v) City’s Representations. All representations and warranties made by Seller to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of City Escrow; vi) Natural Hazards Disclosure Statement. No later than ten calendar days prior to the scheduled expiration of the Contingency Period, Seller shall deliver to City a Natural Hazards Disclosure Statement for the Property. City shall have approved the Natural Hazards Disclosure Statement and returned a signed copy thereof to Seller by the expiration of the Contingency Period;
vii) City’s Obligations. As of the Close of City Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement; and
viii) Documents and Materials. Within ten calendar days after the Effective Date, Seller shall deliver to City and Buyer all of the documents and materials described on Exhibit D attached hereto, to the extent within Seller’ s, or the current property manager’ s, possession or control (“ Documents and Materials”). Upon delivery of the Documents and Materials, Seller shall deliver an acknowledgment letter to City and C-240-2023 226
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Buyer setting forth the date of compliance with this Section 8(a)(viii) and setting forth the list of Documents and Materials actually delivered to City and Buyer. Seller makes no representation or warranty as to the accuracy or completeness of any of the Documents and Materials which were not prepared by Seller.
b) Conditions to Seller’s Obligations for Close of City Escrow. The Close of City Escrow and Seller’s obligation to consummate the sale of the Property to City contemplated in this Agreement are subject to the satisfaction of the following conditions ( or Seller’ s waiver thereof) for Seller’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of City Escrow in absence of a specified date:
i) City’s Obligations. City shall have timely performed all of the obligations required to be performed by City to that date under this Agreement; ii) City’s Representations. All representations and warranties made by City to Seller in this Agreement applicable to City’s purchase of the Property from Seller shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of City Escrow;
iii) Affordable Housing Covenant. Prior to the Close of City Escrow, City shall have deposited with Escrow Holder a duly executed and acknowledged Affordable Housing Covenant, in recordable form;
iv) City Purchase Price. City shall have timely delivered the City Purchase Price and other sums owing under this Agreement in connection with City’s purchase of the Property in good funds to City Escrow Holder and fully, faithfully and timely performed all of its other obligations under this Agreement applicable to City’s purchase of the Property from Seller; and
v) Natural Hazards Disclosure Statement. Prior to the end of the City Contingency Period, City shall have returned a signed copy of the Natural Hazards Disclosure Statement to the Seller, which shall be mutually acceptable to both City and Seller.
c) Failure of Condition to Close of City Escrow. If any of the conditions set forth in Section 8(a) or Section 8(b) are not timely satisfied or waived by the appropriate benefited party for a reason other than the default of Buyer or City, this Agreement shall terminate, Buyer will comply with Section 32(l) below, and except as otherwise provided herein, the parties shall have no further obligations hereunder.
9. Deposits By Seller. Prior to the Close of City Escrow, Seller shall deposit with City Escrow Holder the following documents:
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a) City Grant Deed. The City Grant Deed, duly executed and acknowledged in recordable form by Seller, conveying fee simple title to the Property to City.
b) FIRPTA Certificate. A certification, acceptable to City Escrow Holder, duly executed by Seller under penalty of perjury, setting forth Seller’ s address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. c) California Franchise Tax Withholding. A certification, acceptable to City Escrow Holder, that Seller is exempt from the withholding provisions of the California Revenue and Taxation Code, as may be amended from time to time, and that neither City nor City Escrow Holder is required to withhold any amount from the City Purchase Price pursuant to such provisions.
10. Deposits By City. Prior to the Close of City Escrow, City shall deposit or cause to be deposited with City Escrow Holder the following:
a) City Purchase Price. The City Purchase Price ( as adjusted by prorations provided for herein), in cash or immediately available funds. b) Affordable Housing Covenant. Affordable Housing Covenant duly executed and acknowledged by City.
11. Purchase Price between City and Buyer.
a) The purchase price to be paid by Buyer to City (“ Buyer Purchase Price”) for the Property shall be the greater of (i) the City Purchase Price and ( ii) the value determined by an appraisal performed by a “ Qualified Appraiser” ( as defined below), in compliance with applicable financing and subsidy requirements and regulations. Buyer has the right to independently verify the square footage of the improvements and land, and agrees that if the square footage varies from that recited in this Agreement or in any materials provided by Seller, City or any representative, such variation shall have no effect on the Buyer Purchase Price. b) A “ Qualified Appraiser” shall be an appraiser licensed in the State of California with at least 10 consecutive years’ experience in appraising properties in the South Lake Tahoe area, reasonably acceptable to both City and Buyer.
12. Payment of Buyer Purchase Price. The Buyer Purchase Price shall be payable by Buyer to City as follows:
a) Deposit of Buyer Purchase Price. On or before Close of Buyer Escrow, Buyer shall deposit with an escrow company mutually agreed by City and Buyer which may or may not be City Escrow Holder, “ Buyer Escrow Holder”) ( i) One Million C-240-2023 228
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Dollars ($ 1,000,000) in immediately available funds, which shall be paid to City at Close of Buyer Escrow, and (ii) the remainder ( if any), in the form of an approximately 55 year or longer) non-recourse subordinated secured promissory note, payable from a portion of residual receipts from the Project, in form and substance, and with such security, in form and substance reasonably satisfactory to City and Buyer. b) Time of the Essence. Time shall be of the essence with respect to City and Buyer’s obligations to pay all funds and other closing consideration for the Buyer’s purchase of the Property under this Agreement.
13. Buyer Escrow.
a) Opening of Buyer Escrow. Within ten (10) calendar days after Buyer and City’s mutual agreement on Buyer Escrow Holder, Buyer shall open escrow (“ Buyer Escrow”) with Buyer Escrow Holder. Buyer and City agree to execute and deliver to Buyer Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the Buyer’ s Property purchase and City’s Property sale transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. Buyer Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by Buyer Escrow Holder attached hereto, and distribute it to all parties listed in the “Notices” sections of the Agreement. b) Close of Buyer Escrow. For the purpose of this Agreement, the Close of Buyer Escrow” shall be defined as the date that Buyer Grant Deed (as defined in Section 14, below) are recorded in the Official Records of the County. The Close of Buyer Escrow shall occur at a date and time mutually approved by City and Seller, but in no event later than the Termination Date ( as defined in Section 27 below) and any extensions mutually agreed- upon thereof by City and Buyer.
14. Conditions of Buyer Title. The Property shall be conveyed to Buyer by City by a grant deed, substantially in the form attached hereto as Exhibit B-2 (“ Buyer Grant Deed”), subject only to (a) such title matters ( other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of City and Buyer; ( b) the recorded Affordable Housing Covenant; ( c) all applicable laws, ordinances, rules and governmental regulations ( including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; ( d) all matters which would be apparent from an inspection of the Property; ( e) all matters which would be disclosed by a survey of the Property; and (f) exceptions which are approved and/or accepted by Buyer in accordance with Section 14(a)(i) of this Agreement ( collectively, Buyer Approved Conditions of Title”). As the Property will be publicly owned before Close of Buyer Escrow, it is exempt from property taxes, although tenants may be subject to possessory interest taxes under Revenue and Taxation Code Section 107, etc.
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15. Buyer Title Policy. Title in favor of Buyer shall be evidenced by Buyer Escrow Holder’ s title insurance underwriter (“ Buyer Escrow Title Company”) issuing its standard California Land Title Association (“ CLTA”) Owner’ s Policy of Title Insurance to Buyer in an amount equal to the Buyer Purchase Price, showing title to the Property vested in Buyer, subject only to the Buyer Approved Conditions of Title (“ Buyer Title Policy”). Buyer shall pay all expense of issuing the Buyer Title Policy, including ( if Buyer elects to have Buyer Escrow Title Company issue its American Land Title Association ALTA”) Extended Coverage Owner’ s Policy of Title Insurance), the expense of such ALTA premium increment and any survey costs associated with such ALTA policy. In addition, Buyer shall pay for any endorsements to the Buyer Title Policy. Buyer’s ability to obtain an ALTA policy shall not be a condition to Close of Buyer Escrow.
16. Conditions to Close of Buyer Escrow.
a) Conditions to Buyer’ s Obligations. The Close of Buyer Escrow and Buyer’s obligation to consummate its purchase of the Property from City contemplated by this Agreement are subject to the satisfaction of the following conditions ( or Buyer’ s waiver in writing thereof) for Buyer’ s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Buyer Escrow in the absence of a specified date:
i) Title. Pursuant to the terms and conditions of this subsection, Buyer shall each have the right to approve any and all matters of and exceptions to title of the Property, disclosed by the following documents and instruments ( collectively, Buyer Title Documents”): ( A) a Preliminary Report issued by Buyer Escrow Holder with respect to the Property; and (B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. City shall cause Buyer Escrow Holder to deliver the Buyer Title Documents to Buyer within five calendar days following the opening of Buyer Escrow. Buyer shall have until 5:00 PM (local time) on the date that is three (3) months prior to the Termination Date (“ Buyer Contingency Period”) to give City and Buyer Escrow Holder written notice (“ Buyer Title Notice”) of Buyer’s approval or disapproval of the Buyer Title Documents. The failure of Buyer to give Buyer Title Notice to City within the specified time period shall be deemed Buyer’ s disapproval of the Buyer Title Documents. In the event that Buyer Title Notice disapproves, or is deemed to have disapproved, of any matter of title shown in the Buyer Title Documents, City shall, within five calendar days after Buyer Title Notice is received by City, give Buyer written notice (“ City Title Notice”) of those disapproved title matters, if any, which City is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of Buyer Escrow. City’s failure to provide City Title Notice within said five calendar day period shall be deemed City’s election not to remove any of the disapproved exceptions in Buyer Title Notice. Notwithstanding the foregoing, City agrees to remove on the Close of Buyer Escrow any deeds of trust, if any, whereby City is the trustor or borrower which are currently recorded against the Property. If City is unable or unwilling to remove all of the title matters objected to by Buyer in Buyer Title Notice, or fails to deliver City Title Notice, Buyer shall have five calendar days from receipt of City Title Notice, or expiration of the time period within which City is to respond, to notify City C-240-2023 230
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in writing that either ( 1) Buyer is willing to purchase the Property, subject to such disapproved exceptions, or (2) Buyer elects to terminate this transaction. Failure of Buyer to take either one of the actions described in clause ( 1) or (2) in the previous sentence shall be deemed to be Buyer’ s election to take the action described in clause ( 2). If this Agreement is terminated pursuant to this Section 16(a)(i), Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement; ii) Inspections and Studies/ Costs. During the Buyer
Contingency Period, Buyer shall have the right to conduct any and all non-destructive inspections, investigations, tests and studies ( including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as Buyer may elect to make or maintain. Buyer may also authorize its consultants to visit and inspect the site as necessary. The cost of any such inspections, tests and/or studies shall be borne by Buyer.
Between the Effective Date and the Close of Buyer Escrow, Buyer and Buyer’ s employees, agents, contractors, subcontractors and consultants collectively, “ Buyer’ s Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary calendar hours upon notice to City ( and if prior to Close of City Escrow, Seller) at least one calendar day prior to entry, to perform such inspections, investigations, tests and studies. Buyer, in performing its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with City and Seller if prior to Close of City Escrow) in advance to avoid any such interference.
Following any such tests or inspections, Buyer agrees to promptly return any portions of the Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection.
Buyer shall indemnify, defend and hold Seller, City and the Property harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by Buyer or Buyer’s Representatives or liens arising from Buyer’ s due diligence review of the Property. Prior to any entry on to the Property by any of Buyer’ s Representatives, Buyer shall deliver to City and Seller an endorsement to a commercial general liability insurance policy which evidences that such Buyer’s Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to City and Seller, covering the activities of such Buyer’ s Representative on or upon the Property. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million and 00/100th Dollars ($ 1,000,000.00) and an aggregate limit of at least Three Million and 00/100th Dollars ($ 3,000,000.00), shall name City and Seller as an additional insured, and shall be primary and non-contributing with any other insurance, selfinsurance or joint self-insurance available to City or Seller.
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Prior to the expiration of the Buyer Contingency Period, Buyer shall deliver to City and Escrow Holder written notice (“ Buyer Contingency Period Notice”) of its approval or disapproval of the Property and the Documents and Materials. ( The Buyer Contingency Period Notice may, but need not, be combined with the Buyer Title Notice.) The Buyer Contingency Period Notice to the Escrow Holder shall be accompanied by the Natural Hazards Disclosure Statement ( if not yet signed and returned to City). The failure of Buyer to timely deliver the Buyer Contingency Period Notice shall be deemed to constitute Buyer’s disapproval of the Property and the Documents and Materials. Buyer will comply with Section 32(l) below, and, except as otherwise provided in this Agreement, City and Buyer will have no further obligations or rights to one another under this Agreement.
If this Agreement is terminated pursuant to this subsection, Buyer shall deliver to City (a) the Documents and Materials delivered to Buyer by City or Seller, and ( b) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.
Buyer’s defense, indemnity and hold harmless obligations under this section shall survive expiration or termination of this Agreement for any reason; iii) Other Development Matters. Prior to Close of Buyer Escrow, and as a condition thereof:
I) the CEQA/NEPA process for the proposed Project will
have been completed;
II) Buyer shall have obtained all discretionary land-use approvals for the proposed Project, including without limitation final development approvals from the City and the Tahoe Regional Planning Agency; III) Buyer shall have debt and equity financing in place sufficient to fully fund development of the Project; and IV) Buyer shall have entered into a construction contract with a general contractor for construction of the Project; and building permits ready to be issued subject to payment of applicable fees.
Notwithstanding anything to the contrary in this Agreement, the condition in Section 16(iii)(I) above is not waivable by Buyer.
iv) Title Insurance. As of the Close of Buyer Escrow, Buyer Escrow Title Company shall have committed to issue the Buyer Title Policy to Buyer; C-240-2023 232
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v) City’s Representations. All representations and warranties made by City to Buyer in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Buyer Escrow; vi) Natural Hazards Disclosure Statement. No later than ten calendar days prior to the scheduled expiration of the Buyer Contingency Period, Seller or City shall deliver to Buyer a Natural Hazards Disclosure Statement for the Property.
Buyer shall have approved the Natural Hazards Disclosure Statement and returned a signed copy thereof to City by the expiration of the Seller Contingency Period; vii) City’s Obligations. As of the Close of Buyer Escrow, City shall have performed all of the obligations required to be performed by City under this Agreement with respect to City’s sale of the Property to Buyer; and viii) Documents and Materials. Within ten calendar days after the Effective Date, City shall deliver to Buyer any additional Documents and Materials within the City’s possession or control that were not previously delivered by Seller. Upon delivery of the additional Documents and Materials, City shall deliver an acknowledgment letter to Buyer setting forth the date of compliance with this Section 14(a)(viii) and setting forth the list of additional Documents and Materials actually delivered to Buyer. City makes no representation or warranty as to the accuracy or completeness of any of the Documents and Materials which were not prepared by City b) Conditions to Buyer’ s Obligations for Close of Buyer Escrow. The Close of Buyer Escrow and City’s obligation to consummate the sale of the Property to Buyer contemplated in this Agreement are subject to the satisfaction of the following conditions ( or City’s waiver thereof) for City’s benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Close of Buyer Escrow in absence of a specified date:
i) Buyer’s Obligations. Buyer shall have timely performed all of the obligations required to be performed by Buyer under this Agreement; ii) Buyer’s Representations. All representations and warranties made by Buyer to City in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; iii) Buyer Purchase Price. Buyer shall have timely delivered the Buyer Purchase Price and other sums and consideration owing under this Agreement in good funds to Buyer Escrow Holder and fully, faithfully and timely performed all of its other obligations under this Agreement;
iv) Natural Hazards Disclosure Statement. Prior to the end of the Buyer Contingency Period, Buyer shall have returned a signed copy of the Natural Hazards Disclosure Statement to the City and Seller, which shall be mutually acceptable to both Buyer and Seller; and
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v) Performance Under PLDA. If Buyer and City have entered into a PLDA, Buyer shall have timely performed all of the obligations required to be performed by Buyer under the PLDA.
c) Failure of Condition to Close of Buyer Escrow. If any of the conditions set forth in Section 16(a) or Section 16(b) are not timely satisfied or waived by the appropriate benefited party for a reason other than the default of Buyer or City, this Agreement shall terminate, Buyer will comply with Section 32(l) below, and except as otherwise provided herein, the parties shall have no further obligations hereunder.
17. Deposits By City. Prior to the Close of Buyer Escrow, City shall deposit with Buyer Escrow Holder the following documents:
a) Buyer Grant Deed. The Buyer Grant Deed, duly executed and acknowledged in recordable form by City, conveying fee simple title to the Property to Buyer.
b) FIRPTA Certificate. A certification, acceptable to Buyer Escrow Holder, duly executed by City under penalty of perjury, setting forth City’s address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. c) California Franchise Tax Withholding. A certification, acceptable to Buyer Escrow Holder, that City is exempt from the withholding provisions of the California Revenue and Taxation Code, as may be amended from time to time, and that neither Buyer nor Buyer Escrow Holder is required to withhold any amount from the Buyer Purchase Price pursuant to such provisions.
18. Deposits By Buyer. Prior to the Close of Buyer Escrow, Buyer shall deposit or cause to be deposited with Buyer Escrow Holder the following:
a) Buyer Purchase Price. The Buyer Purchase Price ( as adjusted by prorations provided for herein), in cash or immediately available funds, together with all documents required with respect to the non-cash portion thereof. b) Performance Under PLDA. If Buyer and City have entered into a PLDA, all documents reasonably required by City to demonstrate Buyer’s timely performance of all of the obligations required to be performed by Buyer under the PLDA.
19. Costs and Expenses. As the Seller and City are political subdivisions of the State of California, no documentary transfer taxes or recording fees are required to record either the City Grant Deed or Buyer Grant Deed under Revenue and Taxation Code Section 11922 and Government Code Section 27383, respectively. Except as otherwise specified in this Agreement, City and Seller for City Escrow, and City and Buyer C-240-2023 234
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for Buyer Escrow, shall equally divide all escrow fees, and costs. Buyer, City and Seller shall each pay all legal and professional fees and fees of other consultants incurred by each of them, respectively. Any costs incurred through either City Escrow or Buyer Escrow relating to the Property that are not specifically allocated to Buyer, City or Seller under this Agreement shall be apportioned in the manner customary in the County.
20. Prorations.
a) Taxes/Assessments. [ Not applicable, as the Property is publicly owned.]
b) Other Expenses. All expenses for the Property ( if any) shall be prorated between Seller and City as of 12:01 a.m. on the day of the Close of City Escrow, and between the City and Buyer as of 12:01 a.m. on the day of the Close of Buyer Escrow, in both cases, based upon the latest available information.
21. Corrections. If any errors or omissions are made regarding adjustments and prorations as set forth herein, the parties shall make the appropriate corrections promptly upon discovery thereof. If any estimates are made at the Close of City Escrow or Close of Buyer Escrow regarding adjustments or prorations, the applicable party shall make the appropriate correction promptly when accurate information becomes available.
Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.
22. Condition and Inspection of Property.
a) Notwithstanding any other provision of this Agreement to the contrary, neither Seller nor City make any representation or warranty ( except as expressly set forth in Section 24 below) whatsoever regarding the Property including, without imitation:
i) The size and dimensions of any portion of the Property; ii) The suitability of the Property for the City or Buyer’s planned use, including availability and adequacy of water, sewage, fire protection, and any utilities serving the Property;
iii) All matters relating to title including extent and conditions of title to the Property, taxes, assessments, and liens;
iv) All legal and governmental laws, statutes, rules, regulations, ordinances, limitations on title, restrictions or requirements concerning the Property including zoning, use permit requirements and building codes; v) Natural hazards, including flood plain issues, currently or potentially concerning or affecting the Property;
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vi) The physical, legal, economic and environmental condition and aspects of the Property, and all other matters concerning the conditions, use or sale of the Property, including any permits, licenses, agreements, and liens, zoning reports, engineers’ reports and studies and similar information relating to the Property, and Hazardous Materials ( as defined below). “ Hazardous Materials” means any and all substances, contaminants, chemicals, wastes, sewage, materials or emissions which are now or hereafter regulated, controlled, prohibited or otherwise affected by any present or future local, state or federal statute, ordinance, code, rule, regulation, order, decree, permit or other law now or hereafter in effect including ( A) any substance defined as a hazardous substance,” “ hazardous material,” “ hazardous waste,” “ toxic substance,” or air pollutant” in ( I) the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“ CERCLA”), 42 U.S.C. § 9601, et seq., ( II) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq., ( III) the Resource Conservation and Recovery Act, as amended (“ RCRA”), 42 U.S.C. §6901, et seq., ( IV) the Federal Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq., ( V) the Clean Air Act, as amended, 42 U.S.C. §7401, et seq., (VI) the Toxic Substances Control Act , as amended, 15 U.S.C. §2601, et seq., (VII) the Clean Water Act, as amended, 33 U.S. Code § 1251, et seq., (VIII) the Oil Pollution Act, as amended, 33 U.S.C. §2701, et seq., ( IX) California Health & Safety Code (“ H&S Code”) § 25100, et seq. ( Hazardous Waste Control), ( X) the Hazardous Substance Account Act, as amended, H&S Code 25300, et seq., ( XI) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, H&S Code § 25404, et seq., ( XII) H&S Code § 25531, et seq. ( Hazardous Materials Management), ( XIII) the California Safe Drinking Water and Toxic Enforcement Act, as amended, H&S Code § 25249. 5, et seq., XIV) H&S Code §25280, et seq. (Underground Storage of Hazardous Substances), ( XV) the California Hazardous Waste Management Act, as amended, H&S Code § 25170.1, et seq., ( XVI) H&S Code § 25501, et seq. ( Hazardous Materials Response Plans and Inventory), ( XVII) H&S Code § 18901, et seq. (California Building Standards), ( XVIII) the Porter-Cologne Water Quality Control Act, as amended, California Water Code § 13000, et seq., (XIX) California Fish and Game Code § 5650-5656 and (XX) or any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety ( collectively, Environmental Laws”); ( B) any substance the presence of which at the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of human beings; and (C) any substance the presence of which at the Property or at nearby or adjacent properties could constitute a trespass. In addition to the foregoing, to the extent not already included therein, the term “ Hazardous Materials” also means ( I) asbestos ( including asbestoscontaining materials); ( II) flammable, explosive, infectious, carcinogenic, mutagenic, or radioactive materials; ( III) petroleum or any substance containing or consisting of petroleum hydrocarbons ( including gasoline, diesel fuel, motor oil, waste oil, grease or any other fraction of crude oil); (IV) paints and solvents; ( V) lead; (VI) cyanide; ( VII) DDT; VIII) printing inks; ( IV) acids; ( X) pesticides; ( XI) ammonium compounds; ( XII) polychlorinated biphenyls; ( XIII) radon and radon gas; and ( XIV) electromagnetic or magnetic materials, substances or emissions;
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vii) Any easements and/or access rights affecting the Property; viii) The financial condition of the Property;
ix) Any contracts and other documents or agreements affecting the Property; and
x) Any other matter of significance affecting the Property.
23. Property Condition Waiver. Following the Close of City Escrow, City waives its right to recover from Seller, and the trustees, members, managers, directors, officers, officials, partners, employees, agents and predecessors of Seller ( collectively, Seller’ s Representatives”), and hereby releases Seller and Seller’s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever ( including attorneys’ fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with ( i) the physical condition of the Property, ( ii) the failure of any improvements or components of the Property to comply with any law or regulation applicable thereto, and ( iii) the environmental condition of the Property. Following the Close of Buyer Escrow, Buyer waives its right to recover from City or Seller, and the trustees, members, managers, directors, officers, officials, partners, employees, agents and predecessors of City or Seller ( collectively, “ City/Seller’ s Representatives”), and hereby releases City, Seller and City/Seller’ s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever ( including attorneys’ fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with ( i) the physical condition of the Property, ( ii) the failure of any improvements or components of the Property to comply with any law or regulation applicable thereto, and ( iii) the environmental condition of the Property. The foregoing waivers and releases shall exclude only those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or attributable to ( x) a material matter actually known to Seller or City excluding constructive notice) and ( 1) not disclosed to City or Buyer and ( 2) not discovered by City prior to the Close of City Escrow or by Buyer prior to the Close of Buyer Escrow, respectively, and ( y) any breach by Seller or City, respectively of each of their express representations or warranties under this Agreement. In connection with foregoing waiver and release, each of City (with respect to Seller) and Buyer (with respect to City and Seller) expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
City’s Initials Buyer’s Initials
24. Seller and City’ s Representations and Warranties. In consideration of City and Buyer entering into this Agreement, Seller and City make the representations and warranties set forth in this Section 24. For the purpose of this Agreement, without creating any personal liability on behalf of such individual, usage of “to Seller’ s actual knowledge,” or words to such effect, shall mean the present, actual knowledge of Joseph Irvin, Executive Director of Seller, excluding constructive knowledge or duty of inquiry, existing as of the Effective Date, and to “City’s actual knowledge,” or words to such effect, shall mean the present, actual knowledge of Joseph Irvin, City Manager of City, excluding constructive knowledge or duty of inquiry, existing as of the Effective Date. In the event that City, prior to Close of City Escrow, becomes aware, from Seller or otherwise, of any inaccuracy or omission in the disclosures, information, or representations previously provided to Buyer by Seller or its consultants or agents, which will have a material, adverse impact on Buyer, the Property or the intended use of the Property, City, as its sole option and remedy, may either ( i) terminate this transaction, thereby waiving any claims or actions that City may have against Seller as a result of such inaccuracy or omission, or (ii) proceed with the Close of City Escrow hereunder, thereby waiving any rights that Buyer may have against Seller as a result of such inaccuracy or omission. City agrees that, under no circumstances, shall City be entitled to purchase the Property hereunder and then bring any claim or action against Seller for damages as a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud or intentional misrepresentation by Seller. Similarly, in the event that Buyer, prior to Close of Buyer Escrow, becomes aware, from City or otherwise, of any inaccuracy or omission in the disclosures, information, or representations previously provided to Buyer by City, Seller or either of their consultants or agents, which will have a material, adverse impact on Buyer, the Property or the intended use of the Property, Buyer, as its sole option and remedy, may either ( i) terminate this transaction, thereby waiving any claims or actions that Buyer may have against City or Seller as a result of such inaccuracy or omission, or ii) proceed with the Close of Buyer Escrow hereunder, thereby waiving any rights that Buyer may have against City or Seller as a result of such inaccuracy or omission. Buyer agrees that, under no circumstances, shall Buyer be entitled to purchase the Property hereunder and then bring any claim or action against City or Seller for damages as a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud or intentional misrepresentation by City or Seller.
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a) Seller and City’s Authority.
i) As of the Effective Date, Seller is the sole owner of fee title to the Property and has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by Seller is required in order to make it a valid and binding contractual obligation of Seller.
The individual( s) executing this Agreement on behalf of Seller are authorized to do so. ii) Following Close of Buyer Escrow, City will be the sole owner of fee title to the Property and will have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by City is required in order to make it a valid and binding contractual obligation of City. The individual( s) executing this Agreement on behalf of City are authorized to do so.
b) No Prior Transfers. Seller has not previously sold, transferred or conveyed the Property, or (except as provided in this Agreement) granted to any other person or entity any right or interest in all or any part of the Property and Seller has not entered into any executory contracts for the sale of all or any part of the Property ( other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement. Similarly, City has not previously sold, transferred or conveyed the Property, or (except as provided in this Agreement) granted to any other person or entity any right or interest in all or any part of the Property and City has not entered into any executory contracts for the sale of all or any part of the Property other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Property, other than this Agreement.
c) Occupancy Agreements. To the Seller’s present actual knowledge and City’s present actual knowledge, there are no leases or other agreements ( whether oral or written) affecting or relating to the rights of any party with respect to the possession of the Property or any portion thereof which ( other than this Agreement) will be in effect after Close of City Escrow or Close of Buyer Escrow.
d) Hazardous Materials. Except as disclosed in the Documents and Materials, to the actual knowledge of Seller and to the actual knowledge of City, the Property is not, as of the date of the Effective Date of this Agreement, in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials ( as defined herein), industrial hygiene or the environmental conditions on, under or about the Property including, but not limited to, soil and ground water condition.
25. Buyer’ s Representations and Warranties. In consideration of City entering into this Agreement and as an inducement to City to sell the Property to Buyer, C-240-2023 239
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Buyer makes the following representations and warranties, each of which is material and is being relied upon by City ( the continued truth and accuracy of which constitutes a condition precedent to City’s obligations hereunder):
a) Buyer’ s Authority. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement. The individual( s) executing this Agreement on behalf of Buyer are authorized to do so.
b) Enforceability. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms. c) Conflicting Documents. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the materials breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party. d) No Side Agreements or Representations. Buyer represents, warrants and covenants to City that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the Property. Except as specifically provided in Section 24 of this Agreement, neither City nor Seller makes any representation or warranty regarding the condition of the Property, its past use, or its suitability for Buyer’s intended use. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from City, including, without limitation, any and all matters concerning the condition, use, sale, development or suitability of the Property.
26. Damage or Condemnation Prior to Closings. Seller shall promptly notify City and Buyer of any casualty to the Property or any condemnation proceeding considered or commenced prior to the Close of City Escrow, and City shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding considered or commenced after the Close of City Escrow and prior to the Close of Buyer Escrow. If any such damage or proceeding relates to or may result in the loss of any “ material portion” as defined herein) of the Property, Seller or City (with respect to Close of City Escrow) or City or Buyer ( with respect to Close of Buyer Escrow) may, each at its option, elect either to (i) terminate this Agreement, in which event Buyer will comply with Section 32(l) and except as otherwise provided herein no party shall have any further rights or obligations hereunder, or (ii) continue the Agreement in effect, in which event upon the Close of City Escrow, City, and upon the Close of Buyer Escrow, Buyer, shall be entitled C-240-2023 240
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to any compensation, award, or other payments or relief resulting from such casualty or condemnation proceedings. The term “ material portion” shall mean damages greater than One Hundred Fifty Thousand and 00/100th Dollars ($ 150,000.00).
27. Termination. Notwithstanding any other provision of this Agreement to the contrary, following City’s purchase of the Property from Seller and Seller’ s sale of the Property to City:
a) Unless City and Buyer sign a mutually agreed PLDA, Buyer’ s right to purchase the Property from City and City’s obligation to sell the Property to Buyer shall terminate, without notice or demand, on the date that is the later of (i) 12 months following the later of date this Agreement is signed and the date all Conditions Precedent to Effectiveness as provided in Section 2 have been satisfied, and (ii) 30 days after City’s purchase of the Property from Seller and Seller’ s sale of the Property to City (“ Early Termination Date”). The Early Termination Date may be extended by mutual agreement by City and Buyer, each in its sole discretion.
b) Buyer’s right to purchase the Property from City and City’s obligation to sell the Property to Buyer shall terminate, without notice or demand, on the date that is 24 months following the later of date this Agreement is signed and the date all Conditions Precedent to Effectiveness as provided in Section 2 have been satisfied Termination Date”). Buyer may extend this Agreement for up to two additional 12- month periods ( each, an " Extension Period"), provided that Buyer submits a written notice to City of its intention to extend the Termination Date at least ten (10) days prior to the end of the then-current term, including the original term or any Extension Period. The first Extension Period shall commence immediately following the expiration of the initial 24 months period, and the second Extension Period shall commence immediately following the expiration of the first Extension Period. Any further extension of the Termination Date will require written approval of both City and Buyer, each in its sole discretion.
28. Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, addressed to the parties in the manner set forth below, and be given only in accordance with the provisions of this Section 28 All such items shall be sent by: personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’ s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service ( or, if delivery is not during regular business hours on a business day, then on the next business day).
The addresses of the parties to receive notices are as follows:
To Seller: South Tahoe Redevelopment Successor Agency
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
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Attention: Joseph Irvin, Executive Director
With a copy to: Agency Attorney
South Tahoe Redevelopment Successor Agency
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To City: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: Joseph Irvin, City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To Buyer: Novin Development Corp.
1990 North California Blvd., Suite 800
Walnut Creek, CA 94596
Attention: Iman Novin
Email: inovin@novindevelopment. com
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: shellan@smrdevelopment. com
To City Escrow Holder: As indicated in Receipt of City Escrow Holder To Buyer Escrow Holder: As indicated in Receipt of Buyer Escrow Holder
29. Brokers. Each of Seller, City and Buyer represent that it has not engaged nor is it aware of any person entitled to any brokerage commission or finder’ s fee in connection with any transaction under this Agreement. Each party agrees to indemnify the other parties against any claim asserted against or adjudged against any other party, for any brokerage commission or finder’ s fee or any like compensation occasioned by or as a result of any act or omission of each such party, including all attorney’ s fees, costs, expenses and any other fees incurred by, charged against or adjudicated against, the C-240-2023 242
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other party, whether or not suit is filed, which are related to this indemnity agreement or enforcement thereof.
30. Assignment. Buyer shall not assign its right, title or interest in this Agreement to any other party without the prior written consent of City, which determination may be withheld in Seller’s sole and absolute discretion. Buyer may, however, assign this Agreement and all of Buyer’ s rights under it to an entity in which Buyer has a controlling ownership interest, subject to the terms of this Agreement, provided that (i) such assignee assumes in a writing reasonably acceptable to City, all of the obligations of Buyer, ( ii) City receives prior written notice of such assignment, ( iii) the original Buyer remains fully liable for all Buyer obligations under this Agreement, and (iv) the assignee agrees to execute all documents and perform all obligations of Buyer as if such assignee were the original Buyer under this Agreement.
31. CEQA. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the parties acknowledge that neither Seller nor City has any obligation to approve and Buyer has no obligation to develop the Project unless and until the applicable parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all applicable governmental approvals.
Seller and City shall retain discretion in accordance with applicable law before action on the Project by each of Seller and City’s governing bodies to ( i) identify and impose mitigation measures to mitigate significant environmental impacts, if any; (ii) select other feasible alternatives to avoid significant environmental impacts, if any; ( iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.
32. Miscellaneous.
a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act except those of the waiving party, which shall be extended by a period of time equal to the period of the delay.
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c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the grantees, transferees, successors and permitted assigns of the parties hereto.
d) Entire Agreement. This Agreement ( including all Recitals and Exhibits attached hereto), is the final expression of, and contains the entire agreement between and among, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.
Following Close of City Escrow, modifications to this Agreement relating solely to the City’s sale of the Property to Buyer and the Buyer’ s purchase of the Property from City shall not require any consent, approval or signature by the Seller, but may be implemented solely by City and Buyer. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. e) Time of Essence. Seller, City and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by any party shall constitute a material breach of and a non-curable ( but waivable) default under this Agreement by the party so failing to perform.
f) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of principal and agent, a partnership, joint venture or any other association between or among Buyer, City and Seller.
g) Construction/ Exhibits. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to paragraphs, Sections, subparagraphs and subsections are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated herein by this reference.
h) Governing Law/Venue. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. The parties hereto agree that the exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the applicable Court of El Dorado County, C-240-2023 244
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California, or, in the alternative, in cases where Federal jurisdiction is available, in the United States District Court for the Eastern District of California. i) Days of Week. A “business day,” as used herein, shall mean any day other than a Saturday, Sunday or holiday, as defined in Section 6700 of the California Government Code. If any date for performance herein falls on a day other than a business day, the time for such performance shall be extended to 5:00 p.m. on the next business day.
j) Possession of Property. Subject to the City Approved Conditions of Title, City shall be entitled to the possession of the Property immediately following the Close of City Escrow, and subject to the Buyer Approved Conditions of Title, Buyer shall be entitled to the possession of the Property immediately following the Close of Buyer Escrow.
k) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
l) Termination Documents. If this Agreement is terminated prior to either the Close of City Escrow or the Close of Buyer Escrow for any reason, Buyer shall deliver to City the following documents and materials ( collectively hereinafter referred to as the “ Termination Documents”): ( i) the Documents and Materials delivered to Buyer by Seller or City, and (ii) at no cost and without warranty as to correctness, copies of all reports, studies, maps and engineering studies that were generated by third parties for Buyer with respect to the Property, including, but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports, lot studies and improvement plans.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
BUYER:
NOVIN DEVELOPMENT CORP.
By:
Name:
Title:
Date:
SELLER:
SOUTH TAHOE REDEVELOPMENT
SUCCESSOR AGENCY
By:
Name: Cristi Creegan
Title: Board Chair
Date:
ATTEST:
C-240-2023
Iman Novin
Cristi Creegan ( Nov 9, 2023 09: 50 PST)
Cristi Creegan
Nov 9, 2023
President
Nov 13, 2023
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By:
Susan Blankenship,
Agency Clerk
APPROVED AS TO FORM:
By:
Heather Stroud,
Agency Attorney
CITY:
CITY OF SOUTH LAKE TAHOE
By:
Name: Cristi Creegan
Title: Mayor
Date:
ATTEST:
By:
Susan Blankenship, City Clerk
APPROVED AS TO FORM:
By:
Heather Stroud,
Agency Attorney
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Sue Blankenship ( Nov 9, 2023 08:52 PST)
Heather Stroud ( Nov 9, 2023 08:54 PST)
Heather Stroud ( Nov 9, 2023 08:54 PST)
Cristi Creegan ( Nov 9, 2023 09: 50 PST)
Cristi Creegan
Nov 9, 2023
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Schedule of Exhibits
Exhibit A Legal Description of Property
Exhibit B-1 City Grant Deed
Schedule 1 Legal Description of Property
Exhibit B-1 Buyer Grant Deed
Schedule 1 Legal Description of Property
Exhibit C Affordable Housing Covenant
Exhibit D List of Documents and Materials
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1 RECEIPT BY CITY ESCROW HOLDER
City Escrow Holder hereby acknowledges receipt of a fully executed copy of the foregoing Agreement on this date and agrees to abide by the escrow instructions applicable to it contained therein.
City Escrow Holder:
Name]
By:
Name: _____________________________
Its: Escrow Officer
Contact Information:
Attention: ________________
Email: ____________________
C-240-2023
Cristi Creegan ( Nov 9, 2023 09: 50 PST)
Cristi Creegan
Cristi Creegan
Cristi Creegan
ccreegan@cityofslt. us
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RECEIPT BY BUYER ESCROW HOLDER
Buyer Escrow Holder hereby acknowledges receipt of a fully executed copy of the foregoing Agreement on this date and agrees to abide by the escrow instructions applicable to it contained therein.
Buyer Escrow Holder:
Name]
By:
Name: _____________________________
Its: Escrow Officer
Contact Information:
Attention: _________________
Email: ____________________
C-240-2023
Iman Novin
inovin@novindevelopment. com
Iman Novin
249
Legal Description - 1
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EXHIBIT A
Legal Description of Property
The land referred to in this Agreement is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:
To be inserted by City Escrow Holder]
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EXHIBIT B-1
City Grant Deed
RECORDING REQUESTED BY:
WHEN RECORDED MAIL
TO AND MAIL TAX STATEMENTS TO:
Above Space for Recorder’ s Use Only)
GRANT DEED
To be recorded without fee per Government Code Section 27383 The undersigned grantor declares:
Exempt from Documentary Transfer Tax pursuant
to Section 11922 of the Revenue and
Taxation Code, as amended
County of El Dorado
WHEREAS, the Property ( as defined below) was at one time owned by the South Tahoe Redevelopment Agency, a political subdivision of the State of California (“ STRA”); and
WHEREAS, as part of the 2011 Budget Act, including AB1X 26, as subsequently amended, the California Legislature dissolved all redevelopment agencies throughout the State of California, including STRA, as of February 1, 2012; and
WHEREAS, THE SOUTH TAHOE REDEVELOPMENT SUCCESSOR AGENCY, a public body (“ Grantor”) is now the fee owner of that certain real property in the County of El Dorado, State of California, described on Schedule 1 attached hereto (“ Property”); and
WHEREAS, the CITY OF SOUTH LAKE TAHOE, a municipal corporation Grantee”), has agreed to purchase from Grantor a fee simple interest in the Property; and
WHEREAS, the Property transfer contemplated by this Deed is consistent with Grantor’ s Long Range Property Management Plan, submitted to and approved by the Grantor’ s Oversight Board and the State of California Department of Finance[, and in compliance with the California Surplus Lands Act, [insert citations].
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NOW, THEREFORE,
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Grantor, hereby grants to Grantee, the Property, subject to all matters of title or of record or any matters that would be disclosed by an accurate survey, in fee simple.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed as of the ___ day of ________________, 2023.
SOUTH TAHOE REDEVELOPMENT SUCCESSOR AGENCY
By:
Name:
Title:
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ACKNOWLEDGMENT
State of California )
ss
County of ___________ )
On , before
me,___________________________________________,
Name of Notary)
notary public, personally appeared
who proved to me on the
basis of satisfactory evidence to be the person( s) whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity( ies), and that by his/her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
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SCHEDULE 1
Legal Description of Property
The land referred to in this Deed is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:
To be inserted by City Escrow Holder]
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EXHIBIT B-2
Buyer Grant Deed
RECORDING REQUESTED BY:
WHEN RECORDED MAIL
TO AND MAIL TAX STATEMENTS TO:
Above Space for Recorder’ s Use Only)
GRANT DEED
To be recorded without fee per Government Code Section 27383 The undersigned grantor declares:
Exempt from Documentary Transfer Tax pursuant
to Section 11922 of the Revenue and
Taxation Code, as amended
County of El Dorado
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Grantor”), hereby grants to NOVIN DEVELOPMENT CORP., a California corporation (“ Grantee”), all of that certain real property in the County of El Dorado, State of California, described on Schedule 1 attached hereto (“ Property”), subject to all matters of title or of record or any matters that would be disclosed by an accurate survey, in fee simple.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be executed as of the ___ day of ________________, 202__.
CITY OF SOUTH LAKE TAHOE
By:
Name:
Title:
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Grant Deed - 2
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ACKNOWLEDGMENT
State of California )
ss
County of ___________ )
On , before
me,___________________________________________,
Name of Notary)
notary public, personally appeared
who proved to me on the
basis of satisfactory evidence to be the person( s) whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity( ies), and that by his/her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
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Grant Deed - 3
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SCHEDULE 1
Legal Description of Property
The land referred to in this Deed is situated in the State of California, County of El Dorado, City of South Lake Tahoe, and is described as follows:
To be inserted by Buyer Escrow Holder]
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EXHIBIT C
FORM OF DECLARATION OF AFFORDABLE HOUSING COVENANTS, CONDITIONS
AND RESTRICTIONS
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use
DECLARATION OF AFFORDABLE HOUSING COVENANTS,
CONDITIONS AND RESTRICTIONS
This Declaration of Affordable Housing Covenants, Conditions and Restrictions this “ Declaration”) is entered into effective as of __________, 20__ (“ Effective Date”) by the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Declarant” and “ City”).
Recitals
A. Pursuant to that certain Purchase and Sale Agreement dated as of 2023 between Declarant, South Tahoe Redevelopment Successor Agency (“ Seller”) and Novin Development Corp. (“ Buyer”) ( the “ PSA”), City has acquired the real property located at 3900 and 3908 Lake Tahoe Boulevard in the City of South Lake Tahoe, California, Assessor’ s Parcel Nos. 029-170-001 and 029-170-002, and more particularly described in Attachment A attached hereto and incorporated herein (the Affordable Housing Site”).
B. Any project built on the Affordable Housing Site (“ Project”), whether by the initial Declarant or a successor, must, at a minimum, satisfy the requirements for a specific type of housing development pursuant to Gov’t. Code 54221( f)(1)(F)(i), as specified in this Declaration.
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant hereby agrees as follows.
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1. Incorporation of Recitals; Intent of Declaration. Declarant acknowledges the truth of the foregoing Recitals, which are incorporated into this Declaration by this reference. The purpose of this Declaration is to provide notice of the development, occupancy and affordability requirements that apply to the Affordable Housing Site and the Project to be developed thereon. Declarant intends the covenants set forth in this Declaration to run with the land and to be binding upon Declarant and Declarant’ s successors and assigns including without limitation if applicable, Buyer and Buyer’ s successors and assigns.
2. Development, Use and Affordability Restrictions. Declarant hereby covenants and agrees, for itself and its successors and assigns, that the Affordable Housing Site shall, as provided in Gov’t Code section 54221( f)(1)(F)(i), be used solely for the development and operation of a rental housing development, which may have ancillary commercial ground floor uses, that restricts 100 percent of the residential units to persons and families of low or moderate income, with at least 75 percent of the residential units restricted to lower income households, as defined in Health and Safety Code section 50079. 5, with an affordable rent, as defined in Health and Safety Code section 50052. 5, for a minimum of 55 years following completion of the Project, and in no event shall the maximum rent level be higher than 20 percent below the median market rents for the neighborhood in which the Affordable Housing Site is located. “ Completion of the project” shall mean the date upon which the last certificate of occupancy for the Project is issued by the City of South Lake Tahoe.
3. Remedies for Breach. Upon any default under this Declaration by Declarant or by Declarant’ s successors and assigns, City (notwithstanding any transfer of the initial Declarant’ s interest in the Property) may seek specific performance of the terms hereof, and may enjoin acts that may be in violation of this Declaration. Failure by City to enforce any provision contained herein shall not be deemed a waiver of the right to do so as to any continuing, subsequent, or other violation. This Section is not intended to limit City’s ability to exercise any applicable remedy available to City pursuant to any agreement or at law. All remedies available to City shall be cumulative and not exclusive.
4. Binding on Successors in Interest; Provisions Run With the Land. The Affordable Housing Site, and each and every portion thereof, shall be held, sold, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved subject to the limitations, covenants, conditions and restrictions set forth in this Declaration, all of which shall run with the land, shall constitute equitable servitudes, shall be binding on all parties having or acquiring any right, title or interest in such property or portion thereof, and their respective heirs, successors and assigns, and shall inure to the benefit of City and its successors and assigns. It is the intent of the Declarant that this Declaration shall satisfy the requirements of California Civil Code Section 1468.
Without limiting the foregoing, the Declarant hereby declares that it is its express intent that the covenants, restrictions and conditions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Declarant’ s successors in title to the Affordable Housing Site. Each and every contract, deed, ground lease or other instrument affecting or conveying the Affordable Housing Site or the Project C-240-2023 259
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or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. Declarant agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Affordable Housing Site and the Project in favor of City.
5. Recordation; Subordination. This Declaration shall be recorded in the Official Records of El Dorado County concurrently with the recordation of the grant deed conveying the Affordable Housing Site to Declarant. Declarant hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Declaration shall not be subordinated in priority to any lease, ground lease, security agreement, deed of trust, mortgage, lien, encumbrance, or other interest in the Affordable Housing Site or the Project.
6. Reconveyance. Upon the termination of this Declaration, the thenDeclarant parties and the City ( if different) agree to execute and record appropriate instruments to release and discharge this Declaration.
7. Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Project or the Affordable Housing Site, and the purchaser at any trustee’ s sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Declaration from and after such trustee’ s sale or foreclosure sale. Promptly upon determining that a violation of this Declaration has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Project or the Affordable Housing Site that such violation has occurred.
8. Estoppel Certificate. At any time during the term hereof, City, Declarant, or any party owning an interest in any parcel comprising the property that is the subject of the PSA may request an estoppel certificate from Declarant or City attesting to such party’s compliance with the terms and provisions of this Declaration. A party making a request for an estoppel certificate shall provide Declarant or City, as applicable, with all documentation reasonably necessary for Declarant or City to form an opinion as to compliance or non-compliance with the provisions hereof. After receiving such a request and the necessary supporting documentation, Declarant or City, as applicable, shall respond, in writing, within ten ( 10) calendar days following the date of receipt and shall either confirm compliance with the terms and provisions of this Declaration or shall state in reasonable detail any alleged failure to comply and the steps necessary to cure such lack of compliance.
9. Miscellaneous.
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a) Amendments. This Declaration may be amended or modified only by a written instrument signed by the Declarant and ( if different) City or their respective successors in interest.
b) No Waiver. Any waiver by City ( in its capacity of City, not as Declarant) of any term or provision of this Declaration must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Declaration or applicable law. No failure or delay by City at any time to require strict performance of any provision of this Declaration or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. c) Notices. All notices to be sent pursuant to this Declaration shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section 9(c). All such notices shall be sent by: personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’ s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service ( or, if delivery is not during regular business hours on a business day, then on the next business day).
City: City of South Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
Declarant: City of South Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
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d) Further Assurances. The City and Declarant ( if different) shall execute, acknowledge and deliver to the other such other documents and instruments, and shall take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Declaration.
e) Parties Not Co-Venturers; No Agency Relationship. Following the initial Declarant’ s transfer of the Property to a successor, nothing in this Declaration is intended to or shall establish the then-Declarant and City as partners, co-venturers, or principal and agent with one another. The relationship of such Declarant and City shall not be construed as a joint venture, equity venture, partnership or any other relationship.
City neither undertakes nor assumes any responsibility or duty to any successor Declarant or to any third party with respect to the Project.
f) Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Declaration are for convenience only and shall not be used to interpret this Declaration. The language of this Declaration shall be construed as a whole according to its fair meaning and not strictly for or against any party. All references in this Declaration to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of South Lake Tahoe shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.
g) Time is of the Essence. Time is of the essence in the performance of this Declaration.
h) Governing Law; Venue. This Declaration shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Declaration shall be filed and heard in the Superior Court of El Dorado County, California or in the Federal District Court for the Eastern District of California.
i) Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Declaration, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action. j) Severability. If any provision of this Declaration is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. k) Entire Agreement. This Declaration contains the entire agreement of the applicable parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between or among the parties with respect thereto. l) Counterparts. This Declaration may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the City and Declarant has executed this Declaration of Affordable Housing Covenants, Conditions and Restrictions as of the date first written above.
DECLARANT AND CITY:
CITY OF SOUTH LAKE TAHOE, a
California municipal corporation
By: ____ FORM – DO NOT SIGN____
Name:
Its:
ATTEST:
City
Clerk
APPROVED AS TO FORM:
City
Attorney
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ACKNOWLEDGEMENTS
STATE OF CALIFORNIA )
COUNTY OF ____________ )
On _______________, 20__, before me,
Notary Public, personally appeared
who proved to me on the
basis of satisfactory evidence to be the person( s) whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity( ies), and that by his/her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________________ ( Seal)
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ATTACHMENT A
AFFORDABLE HOUSING SITE
Legal description to be inserted.]
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Exhibit D - 1
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EXHIBIT D
List of Documents and Materials
1. All reports, maps, and studies relating to Property in Seller or City’s possession to Seller's actual knowledge ( as defined in the Agreement)
2. Such additional documents as Buyer may reasonably request concerning the Property in Seller or City’s possession to Seller's actual knowledge ( as defined in the Agreement).
Property as used herein, means the subject Property and not any surrounding Property.
Buyer may not rely on any reports or studies because they are not issued in Buyer’ s name.
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C-240-2023 Agreement of Purchase and Sale of
3900 and 3908 LTB
Final Audit Report 2023- 11-14
Created: 2023- 11-08
By: Michelle Davis ( medavis@cityofslt. us)
Status: Signed
Transaction ID: CBJCHBCAABAA9l89panwQBUhgHTlbFVB6W5YXPjnAw6h C-240-2023 Agreement of Purchase and Sale of 3900 and 390 8 LTB" History
Document created by Michelle Davis ([email protected]) 2023- 11- 08 - 11:54:53 PM GMT
Document emailed to Sue Blankenship ([email protected]) for signature 2023- 11- 08 - 11:59:55 PM GMT
Email viewed by Sue Blankenship ( sblankenship@cityofslt. us) 2023- 11- 09 - 4:51:22 PM GMT
Document e-signed by Sue Blankenship ([email protected]) Signature Date: 2023- 11-09 - 4:52:23 PM GMT - Time Source: server Document emailed to Heather Stroud ([email protected]) for signature 2023- 11- 09 - 4:52:25 PM GMT
Email viewed by Heather Stroud ([email protected])
2023- 11- 09 - 4:52:50 PM GMT
Document e-signed by Heather Stroud ([email protected]) Signature Date: 2023- 11-09 - 4:54:17 PM GMT - Time Source: server Document emailed to [email protected] for signature 2023- 11- 09 - 4:54:20 PM GMT
Email viewed by ccreegan@cityofslt. us
2023- 11- 09 - 5:49:43 PM GMT
Signer [email protected] entered name at signing as Cristi Creegan 2023- 11- 09 - 5:50:17 PM GMT
268
Document e-signed by Cristi Creegan ( ccreegan@cityofslt. us) Signature Date: 2023- 11-09 - 5:50:19 PM GMT - Time Source: server Document emailed to Iman Novin ([email protected]) for signature 2023- 11- 09 - 5:50:21 PM GMT
Email viewed by Iman Novin ([email protected]) 2023- 11- 14 - 2:40:15 AM GMT
Document e-signed by Iman Novin ([email protected]) Signature Date: 2023- 11-14 - 2:40:47 AM GMT - Time Source: server Agreement completed.
2023- 11- 14 - 2:40:47 AM GMT
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PREDEVELOPMENT LOAN AND DEVELOPMENT AGREEMENT
This PREDEVELOPMENT LOAN AND DEVELOPMENT AGREEMENT ("Agreement") is entered into effective as of May 7, 2024 ("Effective Date") by and between the CITY OF SOUTH LAKE TAHOE, a municipal corporation ("City" or "Lender") and NOC LAKE TAHOE, LP, a California limited partnership ("Borrower").
RECITALS
A Pursuant to that certain Agreement of Purchase and Sale, dated November 7, 2023 ("Purchase Agreement"), by and among the Borrower (or the Borrower's predecessor Nevin Development Corp.), City and South Tahoe Redevelopment Successor Agency ("Successor Agency") the City has acquired from the Successor Agency, and Borrower has the right to acquire from the City, approximately 1.16 acres in the City, known as 3900 and 3908 Lake Tahoe Boulevard (Assessor's Parcel Nos. 029-170-001 and 029-170-002), as more particularly described in the Purchase Agreement ("Property"). All conditions to effectiveness of the PSA were satisfied by, and the PSA became fully effective, on January 18, 2024.
B. Borrower is seeking to acquire the Property to develop thereon a 100% mixedincome affordable housing development project which is proposed to consist of a minimum of 75 residential units, as well as community amenities on the ground floor ("Project"). As provided in Gov't Code section 54221 (f)(1 )(F)(i) and the Declaration of Affordable Housing Covenants, Conditions and Restrictions, dated on or about April 18, 2024 and submitted for recording in the Official Records of El Dorado County ("Affordable Housing Covenant"), the Property may be used solely for the development and operation of a rental housing development, which may have ancillary commercial ground floor uses, that restricts 100 percent of the residential units to persons and families of low or moderate income, with at least 75 percent of the assisted residential units restricted to lower income households, as defined in Health and Safety Code section 50079.5, with an affordable rent, as defined in Health and Safety Code section 50052.5, for a minimum of 55 years following completion of the Project, and in no event shall the maximum rent level be higher than 20 percent below the median market rents for the neighborhood in which the Affordable Housing Site is located. "Completion of the project" shall mean the date upon which the last certificate of occupancy for the Project is issued by the City.
C. City has agreed to provide an up to $564,073.00 predevelopment loan (the "Predevelopment Loan") to Borrower, at a regular interest rate of Three Percent (3%) per annum {the "Interest Rate") pursuant to the terms and conditions set forth herein and the Predevelopment Note (as defined below) to pay a portion of the costs ("Predevelopment Costs") of certain Borrower consultants, contractors, professionals, or suppliers (including Borrower's architect, "Contractors") performing Project predevelopment activities including studies, site investigation, feasibility analyses, architectural and engineering services, and preparation of applications for entitlements and construction and permanent financing, as more specifically described in Exhibit A attached hereto (as amended from time to time with City approval, "Predevelopment Work"), as Predevelopment Costs for Predevelopment Work are incurred.
D. The parties intend the Predevelopment Work to be obtained generally in accordance with the schedule contained at Exhibit B attached hereto (as amended from time to time with City approval, "Predevelopment Schedule").
E. Concurrently herewith Borrower will execute (i) a promissory note in the maximum 1 C-092-2024 270
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amount of the Predevelopment Loan ( as further defined below, “ Predevelopment Note”), and ii) an Assignment of Predevelopment Work ( as further defined below, “ Assignment Agreement” and together with this Agreement and the Predevelopment Note, the “ Loan Documents”) which will provide City with a security interest in the Predevelopment Work, all as provided in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
1. Predevelopment Loan.
a) Predevelopment Loan and Note. Subject to the terms and conditions of this Agreement and the Predevelopment Note, and so long as no Event of Default exists and is continuing, the City shall make Predevelopment Loan advances to Borrower, provided that the aggregate principal amount of the advances after giving effect to any proposed borrowing shall not exceed $ 564,073.00 upon the terms and conditions and for the purposes set forth in this Agreement. The Predevelopment Loan shall be evidenced by the Predevelopment Note, which shall be dated as of the Effective Date and executed by Borrower, substantially in the form attached hereto as Exhibit C.
b) Term; Termination Date. Unless otherwise earlier terminated as provided herein, the term of this Agreement shall expire on the date that the right of Borrower or a Borrower assignee permitted by Purchase Agreement Section 30 (“ Permitted Assignee”) to purchase the Property from the City terminates under Purchase Agreement Section 27(b) (including permitted extensions, the “ Termination Date”). As of the Effective Date, the Termination Date ( without regard to potential extensions under the Purchase Agreement) is January 18, 2026. If Borrower exercises its rights to extend the Termination Date under the Purchase Agreement, the Termination Date under this Agreement shall be automatically extended. c) Rollover Upon Property Purchase. Upon purchase of the Property by Borrower or a Permitted Assignee, the entire outstanding principal balance of the Predevelopment Loan, together with interest accrued thereon, and all other sums due under the Predevelopment Note, shall be “ rolled over” into, and included as part of, the principal balance of any new permanent loan the City provides to Borrower or Permitted Assignee as may be reasonably approved by the City and Borrower ( or Permitted Assignee) ( the “City Permanent Loan”). If no City Permanent Loan is agreed upon, City shall convert the Predevelopment Loan into a new deferred payment loan (payable from Project residual receipts after operating expenses) with a 55-year term, an interest rate not exceeding the lower of (1) the then applicable federal rate for long term loans, (2) the Interest Rate, and such other terms (including security) as may reasonably approved by the City and Borrower ( or Permitted Assignee). Upon such a rollover, the Assignment Agreement will terminate.
d) Termination.
i) For Default. City shall have the right to terminate this Agreement upon Borrower’ s default under this Agreement and failure to cure within the applicable cure periods specified in Section 8(a).
ii) Mutual Agreement. This Agreement may be terminated with the written consent of both City and Borrower.
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iii) Inability to Develop Project. The parties acknowledge that as of the Effective Date, the intended Project, specifically a residential housing development with at least 75 units, would not be permitted under applicable land planning regulations (“ Planning Regulations”), including ( i) the Tahoe Regional Planning Agency (“ TRPA”)’ s Lake Tahoe Regional Plan Area (“ Regional Plan”) or (ii) the City’s Tourist Core Area Plan (“ TCAP”). ( See also Section 7(b).) The parties also acknowledge that as of the Effective Date, there are no assurances that Borrower will be able to obtain sufficient funding for the Project ( or any other project on the Property acceptable to the City) by the Termination Date. Therefore, the parties agree that if, on or after January 18, 2026 Borrower or the City reasonably determines that ( A) the applicable Planning Regulations are not likely to be amended to permit the proposed Project by the Termination Date (including any extensions thereof), ( B) sufficient funding for the Project is not likely to be obtained, or ( C) the assumptions and terms set forth in Section 7 cannot be satisfied or have materially changed, then either party shall have the right to terminate this Agreement with ten (10) days prior written notice to the other party. iv) Effect of Termination. If this Agreement is terminated pursuant to this Section 1(d), City shall be entitled to do either or both of the following: ( i) decline any further request for distribution of the Predevelopment Loan; and ( ii) exercise its rights under the Assignment Agreement, in which event Borrower shall promptly convey to City all Predevelopment Work in its then-current form, in full and complete satisfaction of any and all of Borrower’ s obligations and liabilities to the City under the Predevelopment Loan. e) Security for the Predevelopment Loan; Nonrecourse.
i) The Predevelopment Note shall be secured by the assignment to City of Borrower’ s interests in and rights to any and all Predevelopment Work financed in whole or in part with the Predevelopment Loan pursuant to an Agreement of Predevelopment Work that Borrower shall execute substantially in the form attached hereto as Exhibit D (“ Assignment Agreement”) and deliver to City concurrently with the execution of this Agreement. ii) The City agrees that it will not seek to obtain payment from or a personal judgment against Borrower or any member, officer, director or employee thereof for the payment of any amounts due under the Predevelopment Note or under this Agreement following an Event of Default ( as defined in Section 8(a)) or other termination of this Agreement, including without limitation Borrower’ s inability to develop the Project. The City’s sole recourse for payment of any amounts due under the Predevelopment Note or this Agreement will be limited to the exercise of the City’s rights under the Assignment Agreement; provided, however, that this Subsection ( ii) does not limit in any way the City’s right to recover losses incurred by the City as a result of Borrower’ s fraud, willful misrepresentation or misapplication of funds. f) Use of Predevelopment Loan. The Predevelopment Loan shall be used solely and exclusively for the payment or reimbursement of the eligible, City-approved Predevelopment Costs.
2. General Conditions Precedent to Disbursement of Funds. City’s obligation to disburse the Predevelopment Loan is conditioned upon satisfaction of all of the following conditions:
a) Borrower’ s execution and delivery to the City of this Agreement, the Predevelopment Note and the Assignment Agreement;
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b) Borrower’ s delivery to the City of an executed and completed Consent and Agreement of Contractor, substantially in form attached to the Assignment Agreement as Schedule 1 (“ Contractor Consents”), from the following project contractors for which a disbursement is requested: ( i) architects, ( ii) civil engineers, ( iii) surveyors, ( iv) landscapers, ( v) traffic consultants, and ( vi) and any other Project contractor with an expected contract amount exceeding $ 50,000 ( individually and collectively, “ Contractor” or “ Contractors”), and upon request by the City, Borrower delivery to City of a copy of any requested Contractor contracts and agreements (“ Contractor Contracts”);
c) Borrower’ s delivery to the City of evidence of insurance coverage in the form and in such amounts as set forth in the attached Exhibit E; and d) Borrower’ s delivery to the City of certified copies of Borrower’ s organizational documents, good standing certificate( s), and corporate resolution( s) approving the execution and delivery of the Loan Documents; and
e) Such other instruments and documents as Lender may reasonably request.
3. Disbursement of Predevelopment Loan.
a) Borrower Representations and Warranties with Each Disbursement. Each request by the Borrower for a disbursement under this Agreement: ( i) shall constitute the Borrower’ s affirmation that the representations and warranties contained in this Agreement remain true and correct in all material respects as of the date of such request; ( ii) shall constitute the Borrower’ s representation and warranty that the information set forth in each such request and any certification by the Borrower or any other Contractor supplied in connection therewith is true and correct in all material respects and omits no material fact necessary to make the same not misleading; ( iii) shall constitute Borrower’ s affirmation that the requested disbursement shall not cause Lender to disburse to Borrower in aggregate more than the agreed amount of the Predevelopment Loan; and ( iv) shall constitute the Borrower’ s affirmation of compliance in all material respects with the covenants contained in this Agreement. b) Requests for Disbursements. The Predevelopment Loan shall be disbursed as the work to be paid for by the Predevelopment Loan is performed or is completed, or to reimburse Borrower for completed or ongoing work for which Borrower has previously paid.
Borrower shall submit disbursement requests to Lender not more frequently than one time each calendar month. Lender will make a good faith effort to notify Borrower of any deficiencies in a disbursement request within ten ( 10) calendar days after such request, and to disburse the Predevelopment Loan under each disbursement request within twenty ( 20) calendar days after the request.
i) Each request for a disbursement shall be made to the Lender in writing, and disbursements shall not be requested more frequently than monthly. Each request for disbursement shall be funded within twenty (20) days after it has been properly submitted and when conditions on advances under Section 2 have been satisfied. Each request for a disbursement must contain the following:
I) a letter from Borrower requesting a disbursement, which should contain any special funding instructions and an executed Certification of Request for Payment of Predevelopment Costs in a form attached hereto as Exhibit F; 273
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II) Borrower’ s certification that it is in compliance with the latest approved Predevelopment Schedule or, if not, a certification that it is in compliance with the latest approved Predevelopment Schedule except for specifically identified items, together with a reasonable explanation of (x) the reasons for each excepted item and (y) for those items within Borrower’ s reasonable control, an explanation of how and when Borrower expects the item to be back on schedule or completed, as applicable.
III) as requested by Lender, invoices, cancelled checks, and any additional supporting documentation for Predevelopment Costs previously paid by Lender and invoices and supporting documentation for the current disbursement request; and IV) such other certificates, documents, information, or instruments the Lender shall reasonably require to substantiate the same. c) Disbursements Contingent on Lender’ s Satisfaction. Lender shall not be obligated to make any disbursements unless Lender is satisfied in its reasonable judgment that the conditions precedent to the making of such disbursements, have been satisfied by the Borrower, this disbursement shall not cause Lender to disburse more than the agreed amount of the Predevelopment Loan, and Borrower is in compliance with its obligations under the Loan Documents ( including without limitation the Development Schedule and all Predevelopment Schedule updates).
d) Lender’ s Right to Withhold Disbursements. Lender shall have the right to withhold disbursements, in whole or in part, if: (i) Predevelopment Work is in any material respect not in accordance with the Loan Documents; ( ii) any contractor’ s or mechanic’ s lien, laborer’ s lien, notice of contract or other like instrument or claim relating to the Predevelopment Work has been recorded or filed ( and/or Lender has received notice of the same), such lien or claim is not promptly discharged of record, and such lien or claim is not a result of Lender’ s failure to disburse the Predevelopment Loan in a timely manner; or (iii) Borrower is in default ( after any applicable notice and cure period) under any obligations to the Lender under the Loan Documents. e) No Obligation to Disburse Proceeds Upon Default or Termination.
Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse any portion of the Predevelopment Loan to Borrower following:
i) the failure of any of Borrower’ s representations and warranties set forth in this Agreement to be true and correct in all material respects; ii) termination of this Agreement by either mutual agreement of the parties, or by the City pursuant to Section 1(d)(iii); or iii) the occurrence and continuance of an Event of Default under this Agreement, the Predevelopment Note, or the Assignment Agreement. f) [ already in (d) above]
4. General Borrower Development and Reporting Obligations. a) General. Until the termination of this Agreement, Borrower shall use commercially reasonably diligent efforts, to obtain all required approvals and financing it deems necessary for the Project, at its sole cost and expense except as provided in this Agreement. 274
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b) Reporting Obligations. At least quarterly, or at such other times as City may reasonably request, Borrower shall provide Lender with a written report including the following:
i) Status of all obtaining all required Project approvals. ii) Status of obtaining all required Project financing. iii) Updated Predevelopment Schedule, identifying all then-completed tasks, and proposed amendments ( if any).
iv) Such other Project- related matters as City and Borrower may agree.
5. Equal Opportunity; Non-Discrimination.
a) Equal Opportunity. There shall be no discrimination on account of any basis listed in subdivision ( a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision ( m) and paragraph ( 1) of subdivision ( p) of Section 12955, and Section 12955.2 of the Government Code in the hiring, firing, promoting or demoting of any person engaged in predevelopment or construction work related to the Project, and Borrower shall direct its Contractors to refrain from discrimination on such basis.
6. Additional Covenants, Representations and Warranties of Borrower. a) Representations of Borrower. Borrower represents and warrants to the City as follows:
i) Organization of Borrower. Borrower is a duly limited partnership, validly existing and in good standing under the laws of the State of California. Borrower has all requisite power and authority to acquire the Property, to develop, own and operate the Project, to carry on its business as now conducted, and to execute, deliver and perform its obligations under this Agreement, the Predevelopment Note, and the Assignment Agreement. ii) Authorization of the Predevelopment Loan; No Violation. The execution, delivery and performance of this Agreement, the Predevelopment Note, and the Assignment Agreement have been duly authorized by Borrower, and this Agreement, the Predevelopment Note, and the Assignment Agreement, when duly executed and delivered, will constitute the valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower’ s execution of this Agreement, the Predevelopment Note, and the Assignment Agreement and performance thereunder will not result in a breach of or constitute a default under any agreement, indenture or other instrument to which Borrower is a party or by which Borrower may be bound. The persons executing the Predevelopment Note, this Agreement, and the Assignment Agreement on behalf of Borrower have been duly authorized to do so.
iii) Litigation; Bankruptcy. There are no pending or, to Borrower’ s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect the financial condition or operation of Borrower or any of its members or managers or Borrower’ s ability to carry out the obligations of Borrower under this Agreement.
Borrower is not the subject of any action under federal or state Bankruptcy Law. b) Indemnification. Borrower shall indemnify, defend ( with counsel approved by City), and hold the City, and its elected and appointed officers, officials, employees, agents, 275
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and representatives ( all of the foregoing, collectively, “ Indemnitees”) harmless from and against all losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses ( including without limitation reasonable attorneys’ fees and court costs) or liabilities of any kind (all of the foregoing, collectively “ Claims”) arising directly or indirectly in any manner in connection with or resulting from ( i) any and all predevelopment, development or construction activities conducted in connection with the Property or the Project, including without limitation, site investigations conducted by or for Borrower, ( ii) any failure of any of Borrower’ s representations or warranties set forth in this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of the Predevelopment Loan to be correct in all material respects, (iii) any Claim, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises in connection with the Predevelopment Loan, the Predevelopment Note, the Assignment Agreement, or any transaction contemplated thereby, or the relationship between Borrower and City. Borrower’ s obligations under this Section shall survive the making and repayment of the Predevelopment Loan and the expiration or termination of this Agreement. Borrower’ s indemnity obligations shall not apply to Claims ( 1) to the extent arising as a result of the willful misconduct or gross negligence of the Indemnitees, or ( 2) arising from events occurring on or after the Termination Date if City has exercised its rights under the Assignment Agreement and taken ownership and liability of any Contractor Contract.
c) Insurance. Borrower shall maintain and keep in force, at Borrower’ s expense, the insurance coverage set forth in Exhibit E. For each of Borrower’ s insurance policies, Borrower shall provide to City within ten days following execution of this Agreement, but in no event later than the initial disbursement of the Predevelopment Loan, a certificate of insurance and an endorsement which provides that no cancellation, major change in coverage or expiration will be effective during the term of this Agreement without 30 days written notice to the City prior to the effective date of such cancellation, change in coverage or expiration. Upon request by the City from time to time, Borrower shall deliver to the City originals or copies of all such insurance policies and certificates evidencing such policies.
d) Books and Records. The City shall have the right, during business hours and after reasonable notice to Borrower, to inspect and copy Borrower’ s books and records concerning the Property, the Project and the use of the Predevelopment Loan. e) Funder Obligations. The Borrower will comply with any commercially reasonable requirement of any provider of Predevelopment Loan funds to the City (such as, for example, the California Department of Housing and Community Development (“ HCD”)) that the City may provide to the Borrower.
f) Other Documents. Upon City’s reasonable request, Borrower shall deliver to the City copies of documents related to the Project, including without limitation, construction contracts, consulting agreements, architects’ agreements, loan and financing applications, studies, reports, loan documents, management plans, and property management agreements.
7. Other Development Matters.
a) The parties are entering into this Agreement based on, among others, the following Project assumptions:
i) Prevailing wages will likely be required.
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ii) Average income will be less than 60% AMI for assisted units. iii) A parking management plan will be required in order to provide a parking ratio of at or below 1:1 (parking to units)
iv) The development program assumes the primary funding sources are 4% or 9% LIHTC and bonds and that additional local, state and/or federal subsidies will be required.
v) The final Project design must be approved by the appropriate planning agencies ( City and TRPA).
b) Additionally, Borrower and City acknowledge the current zoning ( TSC-MU) per the Tourist Core Area Plan (“TCPA”) allows a maximum of 32 units to be developed on the Site, with a maximum allowable height of 56’ and up to 70% lot coverage. City and Borrower will work together with the TRPA in an effort to increase the allowable density and height through an amendment to the Area Plan or other permissible means, but City gives no assurances as to the type ( if any) commitments the City could or would make to achieve acceptable Project density and height, or whether any efforts to achieve those goals would succeed. c) Borrower and City agree that the precise affordability levels, the site plan, unit count, and any public improvements may be revised as agreed to by Borrower and City over time in order to meet the needs of the community and to create a successful and feasible Project. d) City makes no commitments on the amount of permanent financing City will be able to make, other than the Predevelopment Loan and any rollover of same set forth in Section 1(c). City acknowledges that Borrower has requested up to a maximum $ 100,000 per unit permanent gap financing at a 3% residual receipts interest rate and 55 year term, on terms to be negotiated in good faith.
8. Default and Remedies.
a) Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“ Event of Default”):
i) An Event of Default is declared under the Predevelopment Note, the Assignment Agreement, or the Purchase Agreement and remains uncured after 10 days of Borrower’ s receipt of notice of such Event of Default. ii) Any of Borrower’ s representations or warranties contained in the Purchase Agreement or this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of the Predevelopment Loan shall prove to have been incorrect when made in any material respect.
iii) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“ Bankruptcy Law”), Borrower: ( i) commences a voluntary case or proceeding; ( ii) consents to the entry of an order for relief against Borrower in an involuntary case; ( iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; ( iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. 277
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iv) A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that ( i) is for relief against Borrower in an involuntary case, ( ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of Borrower’ s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance.
v) Borrower fails to maintain insurance as required pursuant to this Agreement, and Borrower fails to cure such default within 10 days. vi) Borrower fails to use the Predevelopment Loan in accordance with this Agreement or fails to use the Predevelopment Loan in accordance with a Borrower disbursement request.
vii) Borrower defaults in the performance of any term, provision, covenant or agreement contained in the Purchase Agreement or this Agreement other than an obligation enumerated in this Section 4(a), and unless such a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty 30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower, provided that in the case of a nonmonetary default that is not susceptible of cure within thirty ( 30) days, an Event of Default shall not arise hereunder if Borrower commences to cure the default within thirty ( 30) days and thereafter prosecutes the curing of such default to completion with due diligence and in good faith, but in no event longer than 90 days from the receipt of notice of default.
b) Remedies. Upon the occurrence of an Event of Default, the City shall have the following rights, in addition to any other rights and remedies provided by law:
i) The City may declare the entire outstanding principal balance of the Predevelopment Loan and interest accrued at the default rate specified in the Predevelopment Note immediately due and payable;
ii) The City may exercise any and all rights and remedies granted to the City pursuant to the Assignment Agreement; and
iii) The City may terminate this Agreement.
Each of the remedies provided herein is cumulative and not exclusive of, and shall not prejudice any other remedy provided herein, in the Purchase Agreement, the Predevelopment Note, or the Assignment Agreement. The City may exercise any rights and remedies available under applicable law, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement.
9. CEQA Savings Clause. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Project, and to fully participate in the CEQA process, the Parties acknowledge that the City has no obligation to approve and Borrower has no obligation to develop the Project unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and any other public review and hearing processes, subject to all 278
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applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the Project by the City Council to (i) identify and impose mitigation measures to mitigate significant environmental impacts, if any; ( ii) select other feasible alternatives to avoid significant environmental impacts, if any; ( iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided; or (iv) determine not to proceed with the Project.
10. Miscellaneous.
a) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Notwithstanding the foregoing, City’s obligation to make the Predevelopment Loan is personal to Borrower, and this Agreement shall not be assignable by Borrower by operation of law or otherwise absent the express written consent of City, and any such assignment by operation of law or otherwise shall be void.
b) Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, addressed to the parties in the manner set forth below, and be given only in accordance with the provisions of this Section 5(b). All such items shall be sent by: personal delivery, in which case notice is effective upon delivery; certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or nationally recognized overnight courier, with charges prepaid or charged to the sender’ s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service ( or, if delivery is not during regular business hours on a business day, then on the next business day).
The addresses of the parties to receive notices are as follows:
To City: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: Joseph Irvin, City Manager
With a copy to: City Attorney
City of South Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
To Borrower: NDC Lake Tahoe LP
1990 North California Blvd., Suite 800
Walnut Creek, CA 94596
Attention: Iman Novin
Email: inovin@novindevelopment. com
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: shellan@smrdevelopment. com
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c) Waiver, Modification and Amendment. No failure or delay on the part of the City in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of this Agreement, nor any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by the parties.
d) Further Assurances. The parties shall execute, acknowledge and deliver to the other parties such other documents and instruments, and shall take such other actions, as may reasonably be necessary to carry out the intent of this Agreement. e) Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish Borrower and City as partners, co-venturers, or principal and agent with one another. f) Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City’s City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his discretion that such action requires such approval.
g) Non- Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to Borrower, or any successor in interest to either in the event of any default or breach by the City, or for any amount of money which may become due to Borrower or any successor to either, or for any obligation of City under this Agreement.
h) No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement.
i) Captions; Construction; Time is of the Essence. The headings of the sections and paragraphs of this Agreement have been inserted for convenience only and shall not be used to construe this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party. Time is of the essence in the performance of this Agreement.
j) Governing Law; Venue. This Agreement, the Predevelopment Note, and the Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California applicable to contracts executed and wholly performed in that State. Borrower agrees that any controversy arising under or in relation to this Agreement, the Predevelopment Note, or the Assignment Agreement shall be litigated exclusively in courts having jurisdiction in El Dorado County, California.
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k) Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties are materially altered or abridged by such invalidation, voiding or unenforceability. l) Entire Agreement; Exhibits. This Agreement, together with the Predevelopment Note, the Assignment Agreement, and the Purchase Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the parties with respect thereto. Exhibits A through E attached hereto are incorporated herein by this reference. m) City Status. Borrower recognizes and agrees that City is not a commercial lending institution, but a public agency exercising its authority to protect the public health, safety and welfare. Any duties or obligations which a commercial lending institution may have to Borrower shall not apply to this transaction except as set forth herein or in the Predevelopment Note or as otherwise required by law.
n) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Borrower: City:
NDC LAKE TAHOE LP
By: NDC Lake Tahoe LLC, a California
limited liability company
Its: General Partner
By: Novin Development Corp., a
California corporation
Its: Sole Member
CITY OF SOUTH LAKE TAHOE
By: Cody Bass ( May 17, 2024 14: 32 EDT)
Name: Cody Bass
Its: Mayor
Date: 05/17/2024
By: Iman Novin (May 23, 2024 12: 48 PDT)
Name: Iman Novin
Its: President
Date: 05/23/2024
ATTEST:
By: Susan Blankenship (May 17, 2024 08:22 PDT)
Susan Blankenship, City Clerk
APPROVED AS TO FORM:
By: Heather Stroud (May 17, 2024 08:52 PDT)
Heather Stroud, City Attorney
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Exhibits
A Predevelopment Costs
B Predevelopment Schedule
C Form of Predevelopment Note
D Form of Assignment Agreement
Schedule 1: Contactor Consent
E Insurance Requirements
F Form of Certification of Request for Payment of Predevelopment Costs 283
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Exhibit A
PREDEVELOPMENT COSTS
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South Lake Tahoe
Predevelopment Budget
Budget Version v1.0
as of date 4/24/ 2024
PREDEVELOPMENT COST AMOUNT
Acquisition Price 0.00
Acquisition Costs $ 0.00
Pedevelopment Financing Costs $ 25,000.00
Architectural, Survey & Engineering $ 354,073.00
Planning Fees $ 35,000.00
Third Party Reports $ 50,000.00
Legal $ 50,000.00
Accounting, Administration, Consulting $ 50,000.00
TOTAL PREDEVELOPMENT BUDGET $ 564,073.00
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Exhibit B
PREDEVELOPMENT SCHEDULE
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South Lake Tahoe
Project Timeline
Budget Version v1.0
as of date 4/24/ 2024
MILESTONE ESTIMATED DATE
Survey June 2024
City's TCAP Approval from TRPA July 2024
Schematic Design July 2024
Design Approval - TRPA & CSLT December 2024
Soft Funding Application( s) 2025-2026
Tax Credit Application( s) 2026
Construction Start 180 Days After Tax Credit Award
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Exhibit C
FORM OF PREDEVELOPMENT NOTE
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PREDEVELOPMENT LOAN PROMISSORY NOTE
FOR
3900/3908 LAKE TAHOE BLVD.
564,073.00 South Lake Tahoe, California
202
FOR VALUE RECEIVED, the undersigned NDC LAKE TAHOE LP, a California limited partnership (“ Maker”) promises to pay to the order of the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Holder,” or “ Lender”), or order, at City of South Lake Tahoe, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150 or at such other place as Lender may from time to time designate in writing, the principal sum of Five Hundred Sixty Four Thousand Seventy Three and 00/100 Dollars $ 564,073.00 or so much thereof as may be advanced and outstanding, in lawful money of the United States.
1. This Note evidences the “ Predevelopment Loan” as defined and described in that certain Predevelopment Loan and Development Agreement, dated of even date herewith, between Maker and Lender (the “ Loan Agreement”). Collectively this Note, the Loan Agreement and associated documents constitute the “ Loan Documents.” The principal amount of this Note will be disbursed as contemplated and controlled by the Loan Agreement.
All capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement, and the provisions of the Loan Agreement relating to the Predevelopment Loan are hereby incorporated herein by this reference.
2. Principal amount of this Note shall bear interest prior to maturity at the Interest Rate. The principal amount of this Note as stated above, or so much thereof as may be advanced and outstanding, shall be due and payable on the earlier of the following (“ Maturity Date”):
a) Termination of the Loan Agreement as provided therein, including without limitation on the Termination Date, for default, or otherwise; and b) Upon purchase of the Property by Borrower or a Permitted Assignee, as provided in the Loan Agreement.
c) Except as otherwise provided in the Loan Agreement, if the loan has not been repaid in full by the Maturity Date, then the Lender’ s sole recourse shall be limited to any assets assigned to Lender and any additional security granted to Lender under the Loan Documents, including without limitation Borrower’ s right, title and interest in and to the Predevelopment Work, and any other documents and work product relating to the Project that have been paid for in whole or in part by the Lender as assigned pursuant to the Assignment of Project Documents. The Lender, in its sole discretion, may accelerate repayment if an Event of Default occurs under any Loan Documents after the expiration of the applicable cure periods therein.
d) This Note may be prepaid in whole or in part at any time, and from time to time without premium or penalty.
3. It is expressly agreed that time is of the essence in this Note and in the event of:
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a) any default in the full and punctual payment of all or part of any installment of principal or interest hereunder as and when the same become due and payable; or b) upon the occurrence of any “ Event of Default” under the Loan Agreement and the expiration of any applicable period of grace within which the Maker may cure the same, there shall be an Event of Default under this Note;
then, in any such event, the Holder hereof, at its option, may declare the entire outstanding principal balance hereof, together with all costs, fees, expenses, charges for collection, including reasonable attorneys’ fees ( which shall include outside counsel fees and all allocated costs of Holder’s in-house counsel), and costs for declaratory relief, arbitration, prosecution or defense of any action related to this Note, to be immediately due and payable in full, without further demand or notice to Maker or to any other party.
4. Failure of the Holder to exercise any rights hereunder with respect to any default shall not excuse such default and shall not constitute the Holder’ s waiver of the right to the latter exercise thereof, in the absence of a written agreement to the contrary executed and delivered by the Holder hereof and subsequent to such default.
5. All payments hereunder shall be paid in lawful money of the United States, which, at the time of payment, shall be legal tender for the payment of all debts and dues, public and private.
6. All sums received hereunder shall be applied in the following order: first, upon an Event of Default to costs and expenses of the Lender incurred in connection with the Loan, including costs of collection and reasonable attorney’ s fees, second, to interest, and then to principal.
7. Maker, all endorsers and guarantors hereof, and all others who may become liable for all or any part of the indebtedness evidenced hereby: (i) agree to be jointly and severally bound hereby, as primary obligors; ( ii) jointly and severally waive and renounce any and all exception rights, including that of homestead, and the benefit of all valuation and appraisement privileges available to them or any of them pursuant to the Constitution or the laws of the United States or of any state, territory or jurisdiction, as against this debt or any renewal or extension thereof; and iii) jointly and severally waive presentment for payment, demand, notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof or in bringing suit for the collection hereof or in taking any other action hereunder. Maker and all others who may become liable for all or any part of the indebtedness evidenced hereby further agree with the Holder thereof that said Holder may, without notice, in such manner, on such terms and for such times( s) as the Holder may see fit, increase, extend, or renew this Note, and/or release any maker hereof, and/or substitute or add guarantors, and/or substitute or release all or any part of the collateral ( real, personal or mixed) securing this Note, all without any way affecting, impairing, limiting, releasing or foregoing the joint and several liability of Maker and all endorsers and guarantors hereof not so released. The foregoing shall in all events be subject to the limitations on recourse set forth in Section 8 hereof.
8. The recourse of the Lender shall be limited as set forth in this Note and the Loan Agreement. It is agreed that the agreements limiting the exercise of remedies against Borrower or any member of Borrower, shall not:
a) constitute a release, discharge or waiver of the indebtedness evidenced by 290
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the Note and the indebtedness evidenced by the Note shall continue until satisfied or paid in full; b) limit or be construed to limit the personal liability of the Borrower or any member, for the performance of the covenants and obligations under the Loan Documents, other than the covenant to personally pay the indebtedness evidenced by the Note; or c) affect any additional remedies or liens which the Lender has for the indebtedness evidenced by the Note and for the enforcement of any rights which the Lender has under the Loan Documents.
9. Maker hereby represents and warrants to, and covenants with, Lender that the entire proceeds hereof have been or will be used for the purpose of eligible Predevelopment Costs incurred by Maker for the Project pursuant to the Loan Agreement.
10. The rights and obligations created hereunder shall be construed and enforced according to, and shall be governed by, the laws of the State of California applicable to contracts executed and wholly performed in that State.
11. The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions hereof invalid or unenforceable.
WITNESS the following signatures.
NDC LAKE TAHOE LP
By: NDC Lake Tahoe LLC, a California limited liability company Its: General Partner
By: Novin Development Corp., a California corporation
Its: Sole Member
By: Iman Novin (May 23, 2024 12:48 PDT)
Name: Iman Novin
Its: President
Date: 05/23/2024
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Exhibit D
FORM OF ASSIGNMENT AGREEMENT
Attached)
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ASSIGNMENT OF PROJECT DOCUMENTS
3900/3908 LAKE TAHOE BLVD.
THIS ASSIGNMENT OF PROJECT DOCUMENTS ( the “ Assignment”) is made as of 202 by NDC LAKE TAHOE LP, a California limited partnership the “ Borrower”) in favor of the CITY OF SOUTH LAKE TAHOE, a municipal corporation ( the City” or “ Lender”).
WHEREAS, pursuant to terms more specifically described in a loan agreement between Lender and Borrower of even date herewith ( the “ Loan Agreement”), Lender intends to lend to Borrower up to and 00/100 Dollars ($ ) ( the
Predevelopment Loan”) to cover City-approved and budgeted predevelopment costs Predevelopment Costs”) to be paid to certain of Borrower’ s consultants, contractors, professionals, or suppliers ( including its architect, “ Contractors”) for studies, site investigation, feasibility analyses, architectural and engineering services, and preparation of applications for entitlements and construction and permanent financing ( the “Predevelopment Work”) related to a potential housing project development at 3900/3908 Lake Tahoe Blvd. in South Lake Tahoe, California ( as further described in the Loan Agreement, the “ Project”); and WHEREAS, the execution and delivery of this Assignment is a condition precedent to the performance by Lender of its obligations under the Loan Agreement.
NOW, THEREFORE, in consideration of the recitals set forth above and incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:
1. Unless expressly defined herein, all capitalized terms used herein shall have the meanings ascribed to such terms in the Loan Agreement.
2. As security for the Predevelopment Loan, Borrower hereby grants, transfers and assigns to Lender, all the right, title and interest of Borrower in (i) the Predevelopment Work.
3. This Assignment is given for the purpose of securing the payment of all sums, now or at any time due Lender under any of the Loan Documents and any extensions, modifications, amendments and renewals thereof, and the performance and discharge of the obligations, covenants, conditions and agreements of Borrower contained in any of the Loan Documents.
Borrower hereby consents to the Lender filing one ( or more) financing statements, from time to time, with the California Secretary of State to evidence the assignment of the Predevelopment Work. Lender does not assume any of Borrower obligations or duties under any Predevelopment Work, including, but not limited to, the obligation to pay for the preparation of any Predevelopment Work unless and until the Lender exercises its rights pursuant to this Assignment.
4. Borrower hereby irrevocably appoints Lender as its attorney- in-fact, which power is coupled with an interest, so that Lender shall have the right to demand, receive, and enforce any and all of Borrower' s rights with respect to the Predevelopment Work, and to perform any and all acts in the name of Borrower or in the name of Lender with the same force and effect as if performed by Borrower in the absence of this Assignment, upon the occurrence and during the continuance of an event which, with notice or the passage of time or both, would constitute an Event of Default under the Loan Documents, or following any termination thereunder. Until such occurrence and upon Borrower’ s cure of any Event of Default permitted by the Loan Documents, 293
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Borrower shall be entitled to exercise all rights pertaining to the Predevelopment Work.
5. Borrower agrees as follows:
a) Borrower will faithfully abide by, perform and discharge each and every obligation, covenant, condition and agreement of the Predevelopment Work and all agreements relating thereto to be performed by Borrower and in accordance with the exercise of prudent business judgment, to enforce performance by the other parties thereto of each and every obligation, covenant, condition and agreement to be performed by each such other party. b) During the continuance of an Event of Default under the Loan Documents, or following termination thereof, Lender may use Predevelopment Work for any lawful purpose without restriction except ( if any) as may be provided in the Loan Agreement. c) During the continuance of an Event of Default under the Loan Documents or following termination thereof, Lender may, at its option, without notice and without regard to the adequacy of security for the indebtedness hereby secured, either in person or by agent, with or without bringing any action or proceeding, or by a receiver to be appointed by a court at any time hereafter, enforce for its own benefit any one or all of the Predevelopment Work. The exercise of any rights under this Assignment shall not be deemed to cure or waive any default under any of the Loan Documents or waive, modify or affect any notice of default or Lender right to terminate under any of the Loan Documents or invalidate any act done by Lender pursuant to or following such notice.
d) Each of the parties to any of the Predevelopment Work or agreement relating thereto other than Borrower, upon written notice from Lender of the continuance of an Event of Default or termination under the Loan Documents, shall be and hereby is authorized by Borrower to perform their respective agreements for the benefit of Lender in accordance with the terms and conditions thereof without any obligation to determine whether or not such an Event of Default or termination under the Loan Documents has in fact occurred and continues. e) Before submitting to Lender a disbursement request to pay any Contractor, Borrower shall have provided Lender a Contractor Consent if required in the Loan Agreement.
6. Borrower hereby covenants and represents to Lender that: ( a) Borrower has not previously assigned, sold, pledged, transferred, mortgaged, hypothecated or otherwise encumbered the Predevelopment Work or any of them or its right, title and interest therein; ( b) Borrower shall not assign, sell, pledge, transfer, mortgage, hypothecate or otherwise encumber its interests in the Predevelopment Work or any of them except that Borrower may do so in connection with the financing of the Project; ( c) Borrower has not knowingly performed any act that might prevent Borrower from performing its undertakings hereunder or that might prevent Lender from operating under or enforcing any of the terms and conditions hereof or that would limit Lender in such operations or enforcement; ( d) Borrower is not in default under any of the Predevelopment Work or agreement relating thereto, and to the best knowledge of Borrower, no other party to the respective Predevelopment Work or agreement relating thereto is in default thereunder; ( e) except as provided in the Loan Agreement ( if any), no amendments to any material terms of the Predevelopment Work or agreement relating thereto will be made without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned; and (f) Borrower will deliver a copy of any Predevelopment Work ( or the original at Lender’ s request) paid for by the Predevelopment Loan as reasonably requested by Lender. 294
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7. All notices, demands or documents that are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement.
8. Any provision in the Loan Agreement that pertains to this Assignment shall be deemed to be incorporated herein as if such provision were fully set forth in this Assignment. In the event of any conflict between the terms of this Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. A provision in this Assignment shall not be deemed to be inconsistent with the Loan Agreement by reason of the fact that no provision in the Loan Agreement covers such provision in this Assignment.
9. This Assignment is made for collateral purposes only, and the duties and obligations of Borrower under this Assignment shall terminate when all sums due Lender under the Loan Documents are paid in full and all obligations, covenants, conditions and agreements of Borrower contained in the Loan Documents are performed and discharged.
10. This Assignment shall be governed by the laws of the State of California applicable to contracts executed and wholly performed in that state
11. It is expressly intended, understood and agreed that this Assignment and the other Loan Documents are made and entered into for the sole protection and benefit of Borrower and Lender and their respective successors and assigns ( but in the case of assigns of Borrower, only to a Permitted Assignee as permitted in the Loan Agreement); that no other person or persons shall have any right at any time to action hereon or rights to the proceeds of the loan evidenced and secured by the Loan Documents; that such loan proceeds do not constitute a trust fund for the benefit of any third party; that no third party shall under any circumstances be entitled to any equitable lien on any such undisbursed loan proceeds at any times and that Lender shall have a lien upon and right to direct application of any such undisbursed loan proceeds as provided in the Loan Documents.
12. The relationship between Lender and Borrower is solely that of a lender and borrower, and nothing contained herein or in any of the Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower.
13. Borrower and Lender intend and believe that each provision in this Assignment comports with all applicable local, state or federal laws and judicial decisions. However, if any provision or provisions or if any portion of any provision or provisions in this Assignment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this Assignment to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Borrower and Lender that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Assignment shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein and that the rights, obligations and interests of Borrower and Lender under the remainder of this Assignment shall continue in full force and effect.
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IN WITNESS WHEREOF, Borrower has duly executed this Assignment on the day and year first above written.
NDC LAKE TAHOE LP
By: NDC Lake Tahoe LLC, a California limited liability company Its: General Partner
By: Novin Development Corp., a California corporation
Its: Sole Member
By: Iman Novin (May 23, 2024 12:48 PDT)
Name: Iman Novin
Its: President
Date: 05/23/2024
296
1 C-092-2024
Schedule 1
Form of Contractor’ s Consent ( including Architect)
CONSENT AND AGREEMENT OF CONTRACTOR
The undersigned (“ Contractor”) hereby acknowledges
and consents to the assignment to the City of South Lake Tahoe, a municipal corporation City”) of its contract with NDC Lake Tahoe LP, a California limited partnership (“ Borrower”) titled “ ” dated , 202 ( the “ Contract”), pursuant
to that certain Assignment of Project Documents ( the “Assignment”) that serves as security for a loan from the City (“ Lender”) to Borrower. Contractor agrees to recognize, honor and be bound by the terms, provisions and conditions of the Assignment.
1. Contractor agrees:
a) to furnish Lender copies of all written notices of default given by Contractor to Borrower with respect to any failure of Borrower to perform under the Contract,; b) to accept any such performance by Lender as performance by the Borrower; and c) so long as Lender commences to cure or cause to be cured any such breach, and the cure is carried on with due diligence ( or in the case of a breach of Borrower’ s payment obligations to the Contractor, so long as Lender pays or causes to be paid any sums payable from time to time by Borrower to Contractor under the Contract within a reasonable time after the same become due), then Contractor will continue to meet its obligations fully under the Contract and will not terminate the Contract, suspend work thereunder or place a lien or encumbrance on the Project.
2. Contractor acknowledges and agrees that Lender shall have no obligation to commence or continue the cure of any such breach or to pay or perform any obligation of Borrower to the Contractor except to the extent provided in the foregoing Assignment.
3. Contractor waives all recourse against Lender for all claims, whether amounts are due or otherwise, which it may have against Borrower first accruing or arising prior to any Event of Default or termination under Borrower' s Loan Documents with Lender.
4. Contractor hereby expressly waives all Contract provisions that would impair, hinder or prevent the making of the Assignment by Borrower or the Lender’ s enforcement thereof.
5. Contractor hereby represents and warrants to Lender that the Contract is in full force and effect on the date hereof and has not been amended or modified and that there are no uncured breaches thereof by any party thereto.
6. Contractor further agrees that:
a) Without Lender’ s prior written approval, Contractor will not enter into any agreement terminating, amending or modifying the terms, provisions or conditions of the Contract in any material respect;
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2 C-092-2024
b) Without Lender’ s prior written approval, Contractor will not transfer or assign the Contract;
c) Contractor will deliver simultaneously to Lender copies of all change order requests delivered to Borrower;
d) Upon any Event of Default or Lender termination under any of the Loan Documents, Lender shall have an absolute right to use and copy all drawings, plans, work products, including all copyrights and other rights relating thereto, and/or specifications and other materials prepared by or for Contractor with respect to the Project; and
e) Upon Lender’ s request, Contractor will provide Lender a schedule showing all amounts earned by the Contractor under the Contract.
7. All notices, requests, demands, approvals, or other communications given hereunder or in connection with this Agreement shall be in writing and shall be deemed given when delivered by hand or sent by registered or certified mail, return receipt requested, addressed as follows:
If to Contractor: [ INSERT NAME AND ADDRESS]
If to Lender: City of South Lake Tahoe
1901 Lisa Maloff Way,
South Lake Tahoe, CA 96150
Attention: City Manager
With a copy to: City Attorney
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
A copy of all notices under this Agreement shall also be delivered to Borrower.
If to Borrower: NDC Lake Tahoe LP
1990 North California Blvd., Suite 800
Walnut Creek, CA 94596
Attention: Iman Novin
Email: inovin@novindevelopment. com
With a copy to: SMR Development LLC,
529 N. Hillview Drive
Boise, ID 83712
Attention: Shellan Rodriguez
Email: shellan@smrdevelopment. com
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8. This Consent and Agreement of Contractor shall bind the Contractor and its representatives, successors and assigns, and shall inure to the benefit of Lender and Lender’ s successors and assigns, including, without limitation, any subsequent holder of the Predevelopment Note.
9. All capitalized terms used herein shall have the meanings ascribed such terms in the Loan Agreement unless otherwise expressly defined herein.
CONTRACTOR NAME]
By:
Name:
Title:
Date:
3 299
C-092-2024
Exhibit E
INSURANCE REQUIREMENTS
Borrower and all contractors working on behalf of Borrower on the Project shall maintain a commercial general liability policy in the amount of One Million Dollars ($ 1,000,000) combined single limit per occurrence, or such other policy limit as City may require in its reasonable discretion, including coverage for bodily injury, property damage, products, completed operations and contractual liability coverage. Such policy or policies shall be written on an occurrence basis and shall name the City and its officers, officials, agents, employees, and representatives as additional insureds.
All contractors working on behalf of Borrower shall maintain a comprehensive automobile liability coverage in the amount of One Million Dollars ($ 1,000,000), combined single limit including coverage for vehicles owned by such contractor, if any, and shall furnish or cause to be furnished to City evidence satisfactory to City that contractor with whom Borrower has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. Automobile liability policies shall name the City and its officers, officials, agents, employees, and representatives as additional insureds.
Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best' s rating of no less than A: VII.
Prior to undertaking any activity to be paid or reimbursed using the Predevelopment Loan, Borrower shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty ( 30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. Coverage provided by Borrower shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City.
Borrower shall provide City with certified copies of the required insurance policies upon request of City.
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C-092-2024
Exhibit F
CERTIFICATION OF REQUEST FOR PAYMENT OF PREDEVELOPMENT COSTS Along with each request to City for funds relating to Predevelopment Costs under the Predevelopment Loan, Borrower shall furnish the following certification or the disbursement shall not be made. All terms used herein shall have the meaning given to them in the Predevelopment Loan and Development Agreement (“ Loan Agreement”).
The undersigned certifies that:
a) The amounts requested are only for Predevelopment Costs, or reimbursement of Predevelopment Costs paid, in accordance with the Loan Agreement, and are included in the items and amounts described in Loan Agreement Exhibit A. b) Certain payments to Contractors have been made by Borrower, and Borrower is requesting reimbursement for such costs in the amount of $ . Evidence of payment of such costs included with the request for disbursement accompanying this Certification.
c) If the Loan Agreement requires an executed Contractor Consent for any Contractor for which a disbursement is sought, such a Contractor Consent has been provided to the City. d) Borrower is in full compliance with each Contractor Contract, and none of the Contractors is in default under their Contractor Contract.
e) This request for funds does not include any amounts that Borrower intends to withhold or retain from a Contractor.
SIGNATURE PAGE FOLLOWS]
5 301
C-092-2024
NDC LAKE TAHOE LP
By: NDC Lake Tahoe LLC, a California limited liability company Its: General Partner
By: Novin Development Corp., a California corporation
Its: Sole Member
By: Iman Novin (May 23, 2024 12:48 PDT)
Name: Iman Novin
Its: President
Date: 05/23/2024
6 302
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT
NAME:
FAXPHONE
A/C, No, Ext): A/C, No):(
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER EXPTYPEPOLICY EFF POLICYOF INSURANCE MM/ LIMITS( DD/YYYY)( MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
RENTEDCLAIMS- DAMAGE TO MADE OCCUR $
PREMISES ( Ea occurrence)
MED EXP (Any one person)$
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO- POLICY AGGJECT LOC PRODUCTS - COMP/OP
OTHER:$
COMBINED SINGLE LIMIT
Ea accident)
ANY AUTO BODILY INJURY (Per person)$
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident)$
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY ( Per accident)
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
LIMITDESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
ACORD 25 ( 2016/ 03) 1988- 2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
The ACORD name and logo are registered marks of ACORD
5/31/2024
408) 350-5700
38920
Novin Development Corp.
1900 N. California Blvd, # 800
Walnut Creek, CA 94596
10200
A 1,000, 000
X X 01002758160 12/ 29/ 2023 12/ 29/ 2024 100, 000
0 1,000, 000
2,000, 000
0 000A2,000,
01002770750 1/5/2024 12/ 29/ 2024 2,000, 000
B Professional Liabili ANE4781849. 23 6/6/2023 Aggr & Each Claim 1,000, 000 City of South Lake Tahoe are additionally insured as required by contract/written agreement.
City of South Lake Tahoe
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
NOVIDEV- 01 MVARGAS
Acrisure Partners West Coast Insurance Services, LLC
1950 W Corporate Way # 1
Anaheim, CA 92801
Mayra Vargas
Kinsale Insurance Company
Hiscox Insurance Company Inc.
6/6/2024
X
X
X
X
X
303
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US-BLANKET Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100275816- 0 01/ 26/ 2024 12:01AM at the Named
Insured address shown on the Declarations
Novin Development Corp
Additional Premium: Return Premium:
0 $ 0
Policy Change Number: 2
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE
PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE
SECTION IV – CONDITIONS, 8. Transfer of Rights of Recovery against Others to Us is amended by the addition of the following:
We waive any right of recovery we may have against persons or organizations because of payments we make for injury or damage arising out of “your work” done under a written contract with that person or organization wherein you have agreed to provide this waiver.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 304
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100275816- 0 01/ 26/ 2024 12:01AM at the Named
Insured address shown on the Declarations
Novin Development Corp
Additional Premium: Return Premium:
0 $ 0
Policy Change Number: 2
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE
PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE
ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE
PRODUCTS POLLUTION LIABILITY COVERAGE
PREMISES ENVIRONMENTAL LIABILITY INSURANCE COVERAGE
ENVIRONMENTAL COMBINED LIABILITY POLICY - ALL COVERAGE PARTS The insurance provided to Additional Insureds shall be excess with respect to any other valid and collectible insurance available to the Additional Insured unless the written contract specifically requires that this insurance apply on a primary and non-contributory basis, in which case this insurance shall be primary and non-contributory.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 305
FIRST AMENDMENT TO
PREDEVELOPMENT LOAN AND DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO PREDEVELOPMENT LOAN AND
DEVELOPMENT AGREEMENT ( hereinafter referred to as the “Amendment”) is entered into as of May 20, 2025, by and between the CITY OF SOUTH LAKE TAHOE, a municipal corporation ( the “ City” or “ Lender”), and NDC LAKE TAHOE LP, a California limited partnership ( the “Borrower”).
Recitals
A. On May 7, 2024, the City and the Borrower entered into that certain Predevelopment Loan and Development Agreement ( the “Agreement”), which provided the terms and conditions of the City’s predevelopment loan to Borrower in an amount up to Five Hundred Sixty-Four Thousand Seventy- Three and No/100 ($ 564,073.00) ( the Predevelopment Loan”) to pay a portion of the Predevelopment Costs associated with the Predevelopment Work for the Project. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Agreement.
B. The City and the Borrower now desire to make certain amendments to the Agreement as specified in this Amendment.
Terms
Section 1. Every reference in the Agreement to the amount of the Predevelopment Loan is hereby amended to read “ One Million Sixty-Four Thousand Seventy- Three and No/100 Dollars ($ 1,064,073.00).”
Section 2. The document entitled “ Predevelopment Costs” attached to the Agreement as Exhibit A is hereby amended and replaced by that certain document entitled “ Predevelopment Costs” attached to this Amendment as Exhibit A.
Section 3. The Predevelopment Loan Promissory Note attached to the Agreement as Exhibit C is hereby amended and restated by that certain Amended and Restated Predevelopment Loan Promissory Note in the form attached to this Amendment as Exhibit B. The original Predevelopment Loan Promissory Note previously executed by the Borrower in connection with the initial execution of the Agreement is hereby deemed null and void and no longer binding.
Section 4. Every reference in the Agreement to the Termination Date is hereby amended to end on June 30, 2026.
Section 5. Section 7 of the Agreement is hereby amended to include: “ 7.(e):
Borrower will comply with Resolution 2025-006 for implementation of the Local Tenant Preference Policy for affordable housing developments.” Section 6. Following the execution and delivery of this Amendment, all references to the Loan Agreement shall thereafter mean and refer to the Loan Agreement 306
2 as amended by this Amendment and all references to the Predevelopment Loan Promissory Note shall thereafter mean and refer to the Amended and Restated Predevelopment Loan Promissory Note in the form attached to this Amendment as Exhibit B.
Section 7. Except as modified and amended by this Amendment, all other provisions of the Loan Agreement shall remain unchanged and in full force and effect.
Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first above written.
CITY:
CITY OF SOUTH LAKE TAHOE,
a municipal corporation
By:
Name: ____ Tamara Wallace___________
Title: __ Mayor____________________
Approved as to form:
By: ________________________________
Heather Stroud, City Attorney
Attest:
By: ________________________________
Susan Blanknship, City Clerk
signatures continued on following page]
Susan Blankenship ( May 21, 2025 11: 25 PDT)
Heather Stroud (May 21, 202513:12 PDT)
Tamara Wallace ( May 21, 2025 13: 16 PDT)
307
3 BORROWER:
NDC LAKE TAHOE LP,
a California limited partnership
By: NDC Lake Tahoe LLC,
a California limited liability company,
its General Partner
By: Novin Development Corp.,
a California corporation,
its Sole Member
By: _________________________
Iman Novin
President
Iman Novin ( May 28, 2025 21: 48 PDT)
308
EXHIBIT A
PREDEVELOPMENT COSTS
SEE ATTACHED]
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C-092-2024
Lake Tahoe Blvd. Apartments
Prohousing – Predevelopment Loan Funds
Budget Version
as of date
LAND COST/ACQUISITION
Original
Budget Updated Budget
Prohousing
Funds
Land $ 0.00 $ 0.00 $ 0.00
Subtotal Acquisition Price $ 0.00 $ 0.00 $ 0.00
Acquisition Legal $ 0.00 $ 0.00 $ 0.00
Acquisition Title $ 0.00 $ 0.00 $ 0.00
Subtotal Land Cost / Acquisition Cost $ 0.00 $ 0.00 $ 0.00
PREDEVELOPMENT FINANCING
Predevelopment Interest Reserve $ 25,000.00 $ 55,000.00 $ 30,000.00 Predevelopment Loan Fee $ 0.00 $ 0.00 $ 0.00
Predevelopment Lender Appraisal $ 0.00 $ 0.00 $ 0.00
Predevelopment Lender Processing Fees $ 0.00 $ 0.00 $ 0.00 Predevelopment Lender Legal $ 0.00 $ 0.00 $ 0.00
Predevelopment Financing Other (Specify) $ 0.00 $ 0.00 $ 0.00 Subtotal Predevelopment Financing Costs $ 25,000.00 $ 55,000.00 $ 30,000.00
ARCHITECTURAL SURVEY & ENGINEERING
Architecture $ 161,881.75 $ 483,881.75 $ 322,000.00
Design & Permit Manager $ 50,000.00 $ 50,000.00 $ 0.00
Civil Engineering $ 40,250.00 $ 86,250.00 $ 46,000.00
Structural Engineer ( if needed) $ 5,000.00 $ 5,000.00 $ 0.00 Landscape $ 40,000.00 $ 68,000.00 $ 28,000.00
Survey $ 30,000.00 $ 30,000.00 $ 0.00
Geotech $ 9,441.25 $ 9,441.25 $ 0.00
Environmental Phase I Report $ 7,500.00 $ 7,500.00 $ 0.00 Environmental Consultant( s) $ 10,000.00 $ 10,000.00 $ 0.00 Sustainability Consultant( s) $ 0.00 $ 50,000.00 $ 50,000.00 A&E Other ( Joint Trench) $ 0.00 $ 24,000.00 $ 24,000.00 Subtotal Architectural, Survey & Engineering $ 354,073.00 $ 824,073.00 $ 470,000.00
OTHER PROJECT COSTS
Owner Appraisal $ 25,000.00 $ 25,000.00 $ 0.00
Market Study $ 25,000.00 $ 25,000.00 $ 0.00
Planning Fees $ 35,000.00 $ 35,000.00 $ 0.00
Owner Legal $ 50,000.00 $ 50,000.00 $ 0.00
Financial Consultant $ 42,938.63 $ 42,938.63 $ 0.00
Accounting / Administration $ 7,061.37 $ 7,061.37 $ 0.00 Subtotal Other Project Costs $ 185,000.00 $ 185,000.00 $ 0.00 Total Project Predevelopment Costs $ 564,073.00 $ 1,064,073.00 $ 500,000.00 V2.0
5/14/ 2025
310
EXHIBIT B
AMENDED AND RESTATED
PREDEVELOPMENT LOAN PROMISSORY NOTE
SEE ATTACHED]
311
1 AMENDED AND RESTATED
PREDEVELOPMENT LOAN PROMISSORY NOTE
FOR
3900/ 3908 LAKE TAHOE BLVD.
1,064,073.00 South Lake Tahoe, California
2025
FOR VALUE RECEIVED, the undersigned NDC LAKE TAHOE LP, a California limited partnership (“ Maker”) promises to pay to the order of the CITY OF SOUTH LAKE TAHOE, a municipal corporation (“ Holder,” or “Lender”), or order, at City of South Lake Tahoe, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150 or at such other place as Lender may from time to time designate in writing, the principal sum of One Million Sixty Four Thousand Seventy Three and 00/100 Dollars $ 1,064,073.00 or so much thereof as may be advanced and outstanding, in lawful money of the United States.
1. This Note evidences the “Predevelopment Loan” as defined and described in that certain Predevelopment Loan and Development Agreement, dated as of May 7, 2024, as amended by that certain First Amendment to Predevelopment Loan and Development Agreement, of even date herewith, between Maker and Lender ( as amended, the “ Loan Agreement”). Collectively this Note, the Loan Agreement and associated documents constitute the “ Loan Documents.” The principal amount of this Note will be disbursed as contemplated and controlled by the Loan Agreement.
2. All capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement, and the provisions of the Loan Agreement relating to the Predevelopment Loan are hereby incorporated herein by this reference.
3. Principal amount of this Note shall bear interest prior to maturity at the Interest Rate. The principal amount of this Note as stated above, or so much thereof as may be advanced and outstanding, shall be due and payable on the earlier of the following Maturity Date”):
a) Termination of the Loan Agreement as provided therein, including without limitation on the Termination Date, for default, or otherwise; and b) Upon purchase of the Property by Borrower or a Permitted Assignee, as provided in the Loan Agreement.
c) Except as otherwise provided in the Loan Agreement, if the loan has not been repaid in full by the Maturity Date, then the Lender’ s sole recourse shall be limited to any assets assigned to Lender and any additional security granted to Lender under the Loan Documents, including without limitation Borrower’ s right, title and interest in and to the Predevelopment Work, and any other documents and work product relating May 20
312
2 to the Project that have been paid for in whole or in part by the Lender as assigned pursuant to the Assignment of Project Documents. The Lender, in its sole discretion, may accelerate repayment if an Event of Default occurs under any Loan Documents after the expiration of the applicable cure periods therein.
d) This Note may be prepaid in whole or in part at any time, and from time to time without premium or penalty.
4. It is expressly agreed that time is of the essence in this Note and in the event of:
a) any default in the full and punctual payment of all or part of any installment of principal or interest hereunder as and when the same become due and payable; or
b) upon the occurrence of any “ Event of Default” under the Loan Agreement and the expiration of any applicable period of grace within which the Maker may cure the same, there shall be an Event of Default under this Note; c) then, in any such event, the Holder hereof, at its option, may declare the entire outstanding principal balance hereof, together with all costs, fees, expenses, charges for collection, including reasonable attorneys’ fees ( which shall include outside counsel fees and all allocated costs of Holder’ s in-house counsel), and costs for declaratory relief, arbitration, prosecution or defense of any action related to this Note, to be immediately due and payable in full, without further demand or notice to Maker or to any other party.
5. Failure of the Holder to exercise any rights hereunder with respect to any default shall not excuse such default and shall not constitute the Holder ’s waiver of the right to the latter exercise thereof, in the absence of a written agreement to the contrary executed and delivered by the Holder hereof and subsequent to such default.
6. All payments hereunder shall be paid in lawful money of the United States, which, at the time of payment, shall be legal tender for the payment of all debts and dues, public and private.
7. All sums received hereunder shall be applied in the following order: first, upon an Event of Default to costs and expenses of the Lender incurred in connection with the Loan, including costs of collection and reasonable attorney’ s fees, second, to interest, and then to principal.
8. Maker, all endorsers and guarantors hereof, and all others who may become liable for all or any part of the indebtedness evidenced hereby: ( i) agree to be jointly and severally bound hereby, as primary obligors; ( ii) jointly and severally waive and renounce any and all exception rights, including that of homestead, and the benefit of all valuation and appraisement privileges available to them or any of them pursuant to the 313
3 Constitution or the laws of the United States or of any state, territory or jurisdiction, as against this debt or any renewal or extension thereof; and (iii) jointly and severally waive presentment for payment, demand, notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof or in bringing suit for the collection hereof or in taking any other action hereunder. Maker and all others who may become liable for all or any part of the indebtedness evidenced hereby further agree with the Holder thereof that said Holder may, without notice, in such manner, on such terms and for such times(s) as the Holder may see fit, increase, extend, or renew this Note, and/or release any maker hereof, and/or substitute or add guarantors, and/or substitute or release all or any part of the collateral ( real, personal or mixed) securing this Note, all without any way affecting, impairing, limiting, releasing or foregoing the joint and several liability of Maker and all endorsers and guarantors hereof not so released. The foregoing shall in all events be subject to the limitations on recourse set forth in Section 9 hereof.
9. The recourse of the Lender shall be limited as set forth in this Note and the Loan Agreement. It is agreed that the agreements limiting the exercise of remedies against Borrower or any member of Borrower, shall not:
a) constitute a release, discharge or waiver of the indebtedness evidenced by the Note and the indebtedness evidenced by the Note shall continue until satisfied or paid in full;
b) limit or be construed to limit the personal liability of the Borrower or any member, for the performance of the covenants and obligations under the Loan Documents, other than the covenant to personally pay the indebtedness evidenced by the Note; or
c) affect any additional remedies or liens which the Lender has for the indebtedness evidenced by the Note and for the enforcement of any rights which the Lender has under the Loan Documents.
10. Maker hereby represents and warrants to, and covenants with, Lender that the entire proceeds hereof have been or will be used for the purpose of eligible Predevelopment Costs incurred by Maker for the Project pursuant to the Loan Agreement.
11. The rights and obligations created hereunder shall be construed and enforced according to, and shall be governed by, the laws of the State of California applicable to contracts executed and wholly performed in that State.
12. The unenforceability or invalidity of any provision or provisions hereof shall not render any other provision or provisions hereof invalid or unenforceable.
SIGNATURE PAGE FOLLOWS]
314
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first above written.
CITY:
CITY OF SOUTH LAKE TAHOE,
a municipal corporation
By:
Name:__ Tamara Wallace__________________________
Title:____ Mayor__________________________
Approved as to form:
By: ________________________________
Heather Stroud, City Attorney
Attest:
By: ________________________________
Susan Blankenship, City Clerk
NDC LAKE TAHOE LP,
a California limited partnership
By: NDC Lake Tahoe LLC,
a California limited liability company,
its General Partner
By: Novin Development Corp.,
a California corporation,
its Sole Member
By:
Iman Novin
President
Date:
Susan Blankenship ( May 21, 2025 11: 25 PDT)
Heather Stroud (May21, 2025 13:12 PDT)
Tamara Wallace ( May 21, 2025 13: 16 PDT)
Iman Novin ( May 28, 2025 21: 48 PDT)
May 28, 2025
315
C-092-2025 NDC Lake Tahoe LP Amendment 1
Final Audit Report 2025- 05-29
Created: 2025- 05-21
By: Michelle Davis ( medavis@cityofslt. us)
Status: Signed
Transaction ID: CBJCHBCAABAAFUDdUbdmjSOF98a_ CEiMNwXnllNUOHQv C-092-2025 NDC Lake Tahoe LP Amendment 1" History
Document created by Michelle Davis ([email protected]) 2025- 05- 21 - 6:22:57 PM GMT
Document emailed to Susan Blankenship ([email protected]) for signature 2025- 05- 21 - 6:23:05 PM GMT
Email viewed by Susan Blankenship ( sblankenship@cityofslt. us) 2025- 05- 21 - 6:23:51 PM GMT
Document e-signed by Susan Blankenship ([email protected]) Signature Date: 2025- 05-21 - 6:25:03 PM GMT - Time Source: server Document emailed to Heather Stroud ([email protected]) for signature 2025- 05- 21 - 6:25:05 PM GMT
Email viewed by Heather Stroud ([email protected])
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Document e-signed by Heather Stroud ([email protected]) Signature Date: 2025- 05-21 - 8:12:23 PM GMT - Time Source: server Document emailed to [email protected] for signature 2025- 05- 21 - 8:12:25 PM GMT
Email viewed by twallace@cityofslt. us
2025- 05- 21 - 8:16:27 PM GMT
Signer [email protected] entered name at signing as Tamara Wallace 2025- 05- 21 - 8:16:50 PM GMT
Document e-signed by Tamara Wallace ([email protected]) Signature Date: 2025- 05-21 - 8:16:52 PM GMT - Time Source: server 316
Document emailed to inovin@novindevelopment. com for signature 2025- 05- 21 - 8:16:54 PM GMT
Email viewed by [email protected]
2025- 05- 21 - 8:20:49 PM GMT
Email viewed by [email protected]
2025- 05- 29 - 4:47:58 AM GMT
Signer [email protected] entered name at signing as Iman Novin 2025- 05- 29 - 4:48:47 AM GMT
Document e-signed by Iman Novin ([email protected]) Signature Date: 2025- 05-29 - 4:48:49 AM GMT - Time Source: server Agreement completed.
2025- 05- 29 - 4:48:49 AM GMT
317
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VIEW 1 FROM PIONEER TRAIL
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City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: January 13, 2026
Agenda Item #:13
Agenda Item: Shelter Pass Program
Executive Summary: At the February 25, 2025, City Council meeting, staff presented on the Pay for Success Contracts with Live Violence Free and Tahoe Coalition for the Homeless. During this item, City Council did not approve the contract with the Tahoe Coalition for the Homeless, but instead provided direction to reach out to Tahoe Coalition for the Homeless to investigate options and future funding needs to operate a long-term equivalent of a Warm Room. At the September 9, 2025 City Council meeting, staff presented on Emergency Shelter and Warm Room Discussion. At that meeting, City Council passed a motion (4-0, Jinkens absent) directing staff to pursue establishment of a motel voucher program in partnership with local and regional stakeholders. The Shelter Pass program will provide emergency motel vouchers in addition to four beds for shelter with Tahoe Coalition for the Homeless.
Requested Action / Suggested Motions: 1) Pass a Resolution approving the Program Guidelines, directing staff to establish the Shelter Pass Program, and approving budget appropriation of $80,000 from El Dorado County Opportunity Knocks Continuum of Care and $15,000 from General Fund Undesignated Excess Reserves; 2) Pass a Resolution ratifying the grant application and authorizing the City Manager to enter into agreement with the California Department of Housing and Community Development, Homeless Housing, Assistance and Prevention (HHAP) for receipt of grant funding through El Dorado County; and 3) Pass a Motion authorizing and directing the Mayor to execute the Subrecipient Agreement with Tahoe Coalition for the Homeless.
Responsible Staff Member: Jeff Roberson, Chief of Police and Jessica Wackenhut Lomeli, Housing Manager
Reviewed and Approved By: Zach Thomas, Director of Development Services Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney Attachments:
01-Staff Report - Shelter Pass Program.docx
02-Resolution - Shelter Pass Program.docx
03- Shelter Pass Program Guidelines (Exh. A to Reso)
04-Resolution Ratifying Grant Application.docx
05-Grant Agreement (Exh. 1 to Reso).docx
06 - 2025 Winter Shelter LOI.pdf
07-Subrecipient Agreement with TCH.docx
322
Council Agenda Report - January 13, 2026 Page 1 of 3
City of South Lake Tahoe
Report to City Council
Meeting Date: January 13, 2026
Title: Shelter Pass Program
Location: City-wide
Responsible Staff Member: Jeff Roberson, Police Chief and Jessica Wackenhut Lomeli, Housing Manager
Background: Homelessness is a nuanced issue, driven in large part by shortfalls in housing supply and affordable housing throughout the region and the state of California. This issue impacts communities without regard to geographic or political boundaries and for which there is no single answer or approach. In 2021, the Point in Time count for El Dorado County showed there was a total of 613 people experiencing homelessness with 78% of those being unsheltered. In 2024, there was a total of 511 people experiencing homelessness with 47% of those unsheltered. Since 202, the number of unsheltered individuals and families in El Dorado County has decreased by 69% while people utilizing emergency shelter and transitional housing increased. In the 2022 count, 79% of people experiencing homelessness had their permanent residence prior to homelessness in El Dorado County. This population includes veterans, women, children, persons with disabilities, seniors, and other vulnerable groups.
Individuals with certain vulnerabilities, those with a history of trauma, and/or those from racially minoritized groups, are at higher risk of experiencing homelessness. In addition, those who are experiencing homelessness have higher rates of substance abuse and mental health issues than the general population. Those experiencing homelessness are an aging population and most people experiencing homelessness in California are overwhelmingly from California1. In El Dorado County, this data trend is also similar.
The City of South Lake Tahoe works closely with El Dorado County and the El Dorado Opportunity Knocks (EDOK) Continuum of Care (CoC) to create a systematic approach to address homelessness. The City has made significant investments of resources to increase access to and availability of permanent housing, and through prevention and diversion programs such as the Rental Assistance Program and Housing Hotline. Staff also continue collaboration with Tahoe Coalition for the Homeless (TCH), Tahoe Youth and Family Services, Vista Rise Collective, and other partners.
At the February 25, 2025, City Council meeting, staff presented on the Pay for Success Contracts with Live Violence Free and Tahoe Coalition for the Homeless. During this item, City
1 Margot Kushel, MD and Tiana Moore, PhD, et. al. “Toward a New Understanding: The California Statewide Study of People Experiencing Homelessness.” Benioff Homelessness and Housing Initiative, University of California San Francisco (June 2023).
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Council Agenda Report - January 13, 2026 Page 2 of 3
Council did not approve the contract with the Tahoe Coaliton for the Homeless, but instead provided direction to reach out to Tahoe Coalition for the Homeless to investigate options and future funding needs to operate a long-term equivalent of a Warm Room.
At the September 9, 2025 City Council meeting, staff presented on Emergency Shelter and Warm Room Discussion. At that meeting, City Council passed a motion (4-0, Jinkens absent) directing staff to pursue establishment of a motel voucher program in partnership with local and regional stakeholders.
Issue and Discussion: On Monday, October 27, 2025, staff was notified that the El Dorado Opportunity Knocks (EDOK) Continuum of Care (CoC) were requesting Letters of Interest for Winter Shelter in South Lake Tahoe for the 2025-2026 winter season in an amount not to exceed $80,000. The Letters of Interest were due by October 31st at 5:00pm. Due to the short timeline, staff submitted a Letter of Interest for the funding available on October 31, 2025 (Attachment 6). An Emergency CoC Board Meeting was held on November 7th to vote on the recipient for a winter shelter in South Lake Tahoe, and the City was selected for an award of $80,000.
The funding provided through the EDOK CoC is allocated from the California Department of Housing and Community Development through the Homeless Housing, Assistance and Prevention (HHAP) Grant Program. El Dorado County serves as the administrative entity supporting EDOK CoC grants, contracts, and reporting to the state and federal government.
This program will be a joint effort between the City’s Housing Division, Police Department, and Tahoe Coalition for the Homeless. City staff will provide the initial intake and provide motel vouchers and will notify TCH staff to initiate contact for a full intake process, entry into the Homeless Management Information System (HMIS) and development of a housing plan. Part of the funding is also for TCH to provide four beds at one of their properties to high needs and more vulnerable clients. The Shelter Pass Program would be funded by $80,000 from EDOK CoC through the winter until April 30, 2026. The Program Guidelines for the Shelter Pass Program are included as Attachment 4. The Program Guidelines are not intended to provide the detailed process and provides flexibility as this program will be utilized on an emergency basis.
Staff recommends that the City Council: 1) Adopt a resolution approving the Program Guidelines, directing staff to establish the Shelter Pass Program, and approving the budget appropriation for $80,000 from El Dorado County Opportunity Knocks Continuum of Care and $15,000 from General Fund Undesignated Excess Reserves; 2) Pass a resolution ratifying the grant application for, and authorizing the City Manager to enter into agreement with the California Department of Housing and Community Development, Homeless Housing, Assistance and Prevention (HHAP) for receipt of grant funding through El Dorado County; and 3) Pass a motion authorizing and directing the Mayor to execute the Subrecipient Agreement with Tahoe Coalition for the Homeless.
Financial Implications: The Letter of Interest for the Winter Shelter in South Lake Tahoe is a competitive grant process available from the EDOK CoC, which the City is eligible to apply for. The total amount awarded to the City is $80,000 with $51,875 being sub-granted to Tahoe Coalition for the Homeless. The remaining $28,125 will be utilized for motel vouchers for eligible participants. The $15,000 from General Fund Undesignated Excess Reserves will be 324
Council Agenda Report - January 13, 2026 Page 3 of 3
used for security deposit at local motels and/or liability claims for up to $500 for the motel owners.
Environmental Considerations: The recommendation in this report is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Sections 15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).
Policy Implications: The recommended action is consistent with the following adopted policies and programs:
City General Plan Housing Element
Policy 1-1 The City shall adopt programs, ordinances, incentives, land use plans and other regulatory mechanisms that provide opportunities for the private sector to address the housing needs of citizens of all economic levels.
Policy 4-2 The City shall work with surrounding jurisdictions to address the causes of homelessness and the needs of transient homeless persons on a regional basis. The City shall support TCH and El Dorado County Community Services and in its countywide programs address the needs of homeless persons.
Policy 4-4 The City shall provide priority permit processing of projects that are targeted toward special-needs groups, such as seniors, the disabled (including the developmentally disabled), and the homeless, including priority for building plan check, subdivision map review, improvement plans for roadways and utilities, and environmental impact analysis. 325
Resolution 2026-XXX January 13, 2026 Page 1 of 2
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
January 13, 2026
Approving Program Guidelines and Budget Appropriation of El Dorado Opportunity Knocks Continuum of Care for the Shelter Pass Program
BACKGROUND
A. Homelessness is a nuanced issue, driven in large part by shortfalls in housing supply and affordable housing throughout the region and the state of California.
B. Responding to homelessness requires nuanced approaches making the coordination of a strategic approach challenging but facilitates better outcomes.
On September 10, 2024, City Council was presented with the first Annual Report on Homelessness.
C. At the February 25, 2025, City Council meeting, staff presented on the Pay for Success Contracts with Live Violence Free and Tahoe Coalition for the Homeless. During this item, City Council did not approve the contract with the Tahoe Coalition for the Homeless, but instead provided direction to reach out to Tahoe Coalition for the Homeless to investigate options and future funding needs to operate a long-term equivalent of a warm room.
D. At the September 9, 2025 City Council meeting, staff presented on Emergency Shelter and Warm Room Discussion. At that meeting, City Council passed a motion (4-0, Jinkens absent) directing staff to pursue establishment of a motel voucher program in partnership with local and regional stakeholders.
E. The City’s 2022 – 2027 Housing Element Policy 4-2 The City shall work with surrounding jurisdictions to address the causes of homelessness and the needs of transient homeless persons on a regional basis. The City shall support TCH and El Dorado County Community Services and in its countywide programs address the needs of homeless persons.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:
1. Approves the Shelter Pass Program Guidelines attached hereto as Exhibit “A.”
2. Directs staff to establish the Shelter Pass Program.
3. Authorize the Finance Director to amend the Fiscal Year 2025-2026 budget as follows:
a. Appropriate $15,000 from General Fund Undesignated Excess Reserves to the following accounts:
i. Transfer Out of General Fund 100-01956-50036
ii. Transfer In from General Fund 320-30005-36300
b. Appropriate $80,000 in funding from El Dorado County into account 320-30005 as follows:
i. Revenue 33320 – Other Local Grants
ii. Expense 42025 - Contract Services
326
Resolution 2026-XXX January 13, 2026 Page 2 of 2
Adopted by the City of South Lake Tahoe City Council on January 13, 2026 by the following vote:
Yes:
No:
Absent:
Abstain:
________________________ Date:_________
Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
327
Shelter Pass Program – Program Guidelines
I. Program Description
City of South Lake Tahoe Emergency Motel Voucher Program, Shelter Pass Program, provides temporary housing assistance to individuals and families experiencing homelessness or housing emergencies within city limits. The City has partnered with Tahoe Coalition for the Homeless to provide additional beds and will provide supportive services in accordance with US Department of Housing and Urban Development code 24 CFR § 578.53 Supportive Services to work toward obtaining and sustaining permanent housing to clients in the Shelter Pass program funded under the Continuum of Care program. This program offers short-term accommodation while participants work toward stable housing solutions.
The Shelter Pass program is administered by the City and funded via the Homeless Housing, Assistance and Prevention (HHAP) grant program. Funding is on a first-come, first-served basis and are subject to funding availability.
II. Eligibility Requirements
Shelter Pass is only granted after the Housing Program Manager, a Police Supervisor, or partner agency has evaluated the situation.
After an assessment is made by the Housing Program Manager or responding Police Watch Commander, City staff arranges directly with the Motel to pay for the motel rooms. No vouchers or money are given to program participants.
a. Residency
Current resident of South Lake Tahoe or documented connection to the community (employment, family, previous residence within past 6 months). b. Priority Population Categories
In most cases, Motel Stays are intended for a single individual. Minor children would also be housed if their parent, or authorized caretaker, is granted an emergency motel stay, through the Shelter Pass Program.
Priority given to (in order):
1. Families with minor children
2. Pregnant women
3. Veterans
4. Seniors (62+)
5. Individuals with disabilities or serious medical conditions
6. Victims of domestic violence
7. Youth (18-24)
8. Individuals experiencing literal street homelessness 328
Shelter Pass Program – Program Guidelines
Adult companions who are not experiencing an emergency and animals belonging to the individual are not housed.
c. Housing Status
Currently experiencing one of the following:
• Literal homelessness (staying in places not meant for human habitation) • Fleeing domestic violence with no safe alternative housing • Recently evicted with no shelter options
• Discharged from institution (hospital, jail) with nowhere to go • Displaced due to emergency (fire, flood, uninhabitable conditions) d. Income
Household income at or below 30% of Area Median Income (AMI) for El Dorado County, OR facing temporary financial crisis preventing housing payment and confirmed that it is unsafe for the individual to remain outside overnight due to medical conditions or a recent discharge from a hospital.
e. Identification
Valid photo ID or willingness to work with case manager to obtain identification. f. Shelter Pass Voucher Terms & Limitations
Motel Stays are intended to be short-term and provide 1 to 3 nights, depending on the situation, until medical or environmental conditions improve, or a more suitable longterm situation can be arranged.
Duration for Motel Vouchers
• Standard: Up to 3 consecutive nights
• Extension: May be extended up to 7 nights total with Program Manager approval and documented progress toward housing goals. This can also be extended with extreme weather events.
• Maximum lifetime usage: 30 nights per calendar year, except in extraordinary circumstances approved by Housing Manager or Watch Commander.
Individuals provided with shelter with Tahoe Coalition for the Homeless will not be subject to the duration requirements listed above.
Voucher does NOT cover:
• Meals or food
• Phone calls or internet charges
• Pet deposits or accommodations
• Damage fees
Guest charges for additional occupants
• Extended stay rates beyond approved nights
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Shelter Pass Program – Program Guidelines
• Mini-bar, room service, or incidental charges
III. Participant Code of Conduct
All participants are required to sign and date the Shelter Pass Program Participant Code of Conduct.
See Participant Code of Conduct for all program requirements. a. Check-In Requirements
Present voucher authorization to motel front desk within 4 hours of issuance Sign motel guest register and rules acknowledgment
Provide emergency contact information
b. During Stay
Comply with all motel rules and policies
Maintain room in reasonable condition
No illegal activity, violence, or threats
No unauthorized guests or visitors
Respect quiet hours and other guests
Meet with assigned case manager as scheduled (minimum daily or as set by Case Manager)
Include pre-check out visit with case manager to verify room condition Actively participate in housing plan activities
c. Check-Out
Vacate room by 11:00 AM on final authorized day
Return all keys and motel property
Remove all personal belongings
Leave room in reasonable condition
d. Case Management Participation
Attend all scheduled appointments
Work on housing-focused goals
Apply for housing assistance programs
Complete required documentation
Report income or housing status changes within 24 hours If the Shelter Pass participants do not abide by the rules listed under Participant Code of Conduct, they will be disqualified for future emergency shelter stays on an annual basis, pending reason for disqualification by authorized staff.
330
Shelter Pass Program – Program Guidelines
IV. Intake & Certification Process
a. Referral by City Staff or Partner Agency including but not limited to: Tahoe Coalition for the Homeless, Vista Rise Collective, Tahoe Youth & Family Services, South Lake Tahoe Family Resource Center, Barton Health, and Lake Tahoe Unified School District. Only TCH will manage the Homeless Management Information System (HMIS) and Coordinated Entry System (CES).
b. Submission of a Shelter Pass Program Certification that includes Participant Code of Conduct (completed, signed, & dated)
331
Resolution 2026-XXX January 13, 2026 Page 1 of 2
Resolution 2026-XXX
Adopted by the City of South Lake Tahoe
City Council
January 13, 2026
Ratifying Application for and receipt of El Dorado Opportunity Knocks Continuum of Care Homeless, Housing Assistance and Prevention Program Funds for the Shelter Pass Program
BACKGROUND
A. Homelessness is a nuanced issue, driven in large part by shortfalls in housing supply and affordable housing throughout the region and the state of California B. Responding to homelessness requires nuanced approaches making the coordination of a strategic approach challenging but facilitates better outcomes.
On September 10, 2024, City Council was presented with the first Annual Report on Homelessness.
C. At the February 25, 2025, City Council meeting, staff presented on the Pay for Success Contracts with Live Violence Free and Tahoe Coalition for the Homeless. During this item, City Council did not approve the contract with the Tahoe Coalition for the Homeless, but instead provided direction to reach out to Tahoe Coalition for the Homeless to investigate options and future funding needs to operate a long-term equivalent of a warm room.
D. At the September 9, 2025 City Council meeting, staff presented on Emergency Shelter and Warm Room Discussion. City Council passed a motion (4-0, Jinkens absent) directing staff to pursue establishment of a motel voucher program in partnership with local and regional stakeholders.
E. The City’s 2022 – 2027 Housing Element Policy 4-2 The City shall work with surrounding jurisdictions to address the causes of homelessness and the needs of transient homeless persons on a regional basis. The City shall support TCH and El Dorado County Community Services and in its countywide programs address the needs of homeless persons.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:
1. Ratifies the application for a grant in the amount of $80,000 from the California Department of Housing and Community Development, Homeless Housing, Assistance and Prevention (HHAP).
2. Authorizes the City Manager to enter into the agreement with the HHAP for receipt of $80,000 in grant funding through El Dorado County, which is attached hereto as Exhibit “1.” Adopted by the City of South Lake Tahoe City Council on January 13, 2026 by the following vote:
Yes:
No:
Absent:
332
Resolution 2026-XXX January 13, 2026 Page 2 of 2
Abstain:
________________________ Date:_________
Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
333
City of South Lake Tahoe 1 of 18 #9979
AGREEMENT FOR SERVICES #9979
Emergency Motel Voucher and Shelter Program
THIS AGREEMENT is made and entered into by and between the County of El Dorado, a political subdivision of the State of California (hereinafter referred to as "County"), and City of South Lake Tahoe, a municipal corporation (hereinafter referred to as "City");
R E CIT ALS
WHEREAS, the El Dorado Opportunity Knocks (EDOK) Continuum of Care (CoC), has determined that it is necessary to obtain a contractor to provide Inclement Weather/Winter Shelter (Shelter) and associated homeless prevention services in El Dorado County; WHEREAS, EDOK CoC is a local planning body of representative stakeholders in El Dorado County and a recipient of CoC designated state and federal funding for homelessness in El Dorado County, including the Homeless Housing, Assistance and Prevention (HHAP) Grant Program; WHEREAS, the Board of Supervisors authorized HHSA to serve as the Administrative Entity (AE) for EDOK CoC to coordinate the HHAP Grant Program pursuant to Resolution 023-2020 (Legistar file: 20-0161);
WHEREAS, EDOK CoC has identified needs that fall within the scope of the HHAP funding, and the EDOK CoC Executive Board has approved the use of the funds included herein be allocated for Shelter services;
WHEREAS, City has been approved by the EDOK CoC and County to provide a portion of the Shelter services outlined herein;
WHEREAS, EDOK CoC and County acknowledge that City intends to subcontract with Tahoe Coalition for the Homeless (hereinafter referred to as “Subrecipient”) to provide said Shelter services;
WHEREAS, the grant funding provided herein will provide a valuable public service that provides eligible residents in need with immediate access to temporary shelter, meet basic needs like food, clothing, and hygiene, and quickly connect individuals to housing and other mainstream services including health and behavioral health services and social services agencies; WHEREAS, County has determined that the provision ofsuch services provided byCity are in the public's best interest and that due to the limited timeframes, temporary or occasional nature, or schedule for the project or scope of work, the ongoing aggregate of work to be performed is not sufficient to warrant the addition of permanent staff in accordance with El Dorado County Ordinance Code, Chapter 3.13.030(c), El Dorado County Charter, Section 210(b)(6), and/or Government Code Section 31000;
WHEREAS, the parties agree the funding will be in conformity with all applicable federal, state, and local laws and use of the funding shall be in conformity with the applicant’s stated purpose; 334
City of South Lake Tahoe 2 of 18 #9979
WHEREAS, City has represented to County that it is specially trained, experienced, expert and competent to perform the special services required described in ARTICLE I, Scope of Services; that it is an independent and bona fide business which operates, advertises and holds itself as such, is in possession of a valid business license, and is customarily engaged in an independently established business that provides similar services to others; and County relies upon those representations; NOW, THEREFORE, County and City mutually agree as follows:
ARTICLE I
Scope of Services: City agrees to furnish all personnel, equipment, vehicles, tools, and materials necessary to provide Shelter services in the South Lake Tahoe Basin of El Dorado County, for individuals or families with children experiencing homelessness as defined under Section 578.3 of Title 24 of the Code of Federal Regulations (CFR).
EDOK CoC and County acknowledge that City intends to subcontract with Subrecipient to perform a portion of the Shelter services outlined in this Agreement, with the scope of work being performed by Subrecipient set forth in Exhibit A marked “Subrecipient Scope of Work,” incorporated herein and made by reference a part hereof. Prior to the provision of any Shelter services by Subrecipient, City shall execute an agreement with Subrecipient in conformance with the terms and conditions of this Agreement.
A. The operational period shall be effective upon final execution of this Agreement, for the period beginning January 14, 2026 through April 30, 2026. The operational period may be extended, to not exceed the Agreement’s term date set forth in Article II, Term, contingent upon written approval by EDOK CoC and County Contract Administrator, in accordance with the Article titled “Notice to Parties.”
B. City shall provide Shelter services to include immediate access to temporary shelter and meet the basic needs including food, clothing, and hygiene.
C. City shall operate Shelter with low or no barriers.
D. City shall provide Shelter services which may include, but not be limited to:
1. Provision of bed nights in a property owned or managed by City, which shall be staffed on a regularly scheduled basis, with staff available to respond twenty-four (24) hours per day, seven (7) days per week, to serve as location manager;
2. Provision of bed nights provided with motel vouchers;
3. Supportive services such as case management, transportation, landlord engagement and housing navigation;
4. Provision of basic needs such as food, clothing, and hygiene supplies;
5. Transportation to and from shelter for necessary appointments; and
6. Access to medical and mental health services.
E. City shall administer the entry of client data in a timely and accurate manner, including Shelter participant program entry and exits, and record any relevant case notes into the County’s Homeless Management Information System (HMIS). Data entry shall be entered in compliance with the EDOK CoC’s HMIS Policies and Procedures, located at https://6cb80729-440c-4afeb99d-5ce53610bec0.filesusr.com/ugd/f966a7_dcd6e880e9394975bacd2cd2904a7db5.pdf, or as updated by County or the EDOK CoC.
F. City shall conduct daily check-in on clients and perform visual checks of all occupied rooms for damage or other issues on a weekly basis, or more frequently if needed. 335
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ARTICLE II
Term: This Agreement shall become effective upon final execution by both parties hereto and shall cover the period beginning January 14, 2026 through June 30, 2026.
ARTICLE III
Compensation for Services: For services provided herein, including any deliverables that may be identified herein, City shall submit invoices for services thirty (30) days following the end of a “service month” for all months. For billing purposes, a “service month” shall be defined as a calendar month during which City provides services in accordance with ARTICLE I, Scope of Services. For all satisfactory services provided herein, County agrees to pay City monthly in arrears and within forty-five (45) days following the County’s receipt and approval of invoice(s) identifying services rendered.
A. Rates: For purposes of this Agreement, the billing rates shall be as defined below, marked “City of South Lake Tahoe Winter Shelter Budget 2025-26”. These rates are billable for the operational period as defined in ARTICLE I, Scope of Services. City may request to reallocate the expenses listed herein among the various operational and staffing costs, as needed, subject to County Contract Administrator written approval, to include electronic approval. In no event shall the total not to exceed amount of the Agreement exceed the amount shown in ARTICLE IV, Maximum Obligation.
City of South Lake Tahoe
Winter Shelter Budget 2025-26
Direct Operating
Costs Description
Not to Exceed
(NTE) Budget
Motel Vouchers
Nightly rate at local motels for
individuals or families with children $ 28,125.00
Subcontractor Shelter
Operating Costs Description
Not to Exceed
(NTE) Budget
Shelter Bed nights Costs of stay at shelter site $ 7,000.00 Equipment and
Supplies
Equipment and supplies to operate the
winter shelter $ 4,875.00
Case Management
Staffing TCH provided case manager(s) $ 40,000.00
Total Not to Exceed Amount $ 80,000.00
B. Invoices: It is a requirement of this Agreement that City shall submit an original invoice, similar in content and format with the HHSA invoice template linked online at https://ElDoradoCounty.ca.gov/HHSA-City-Resources, and shall reference this Agreement number on their faces.
Invoices shall be sent as follows, or as otherwise directed in writing by County:
Email (preferred method): U.S. Mail:
[email protected]
Please include in the subject line:
“Contract #, Service Month, Description
/ Program
County of El Dorado
Health and Human Services Agency
Attn: Finance Unit
3057 Briw Road, Suite B
336
City of South Lake Tahoe 4 of 18 #9979
Placerville, CA 95667-5321
or to such other location or email as County directs.
Invoices submitted by City shall include all expenses incurred by City for the service month. City expenses shall include invoices from motels and proof of payment. City shall include all billing received from Subrecipient, including proof of payment, for reimbursement.
Supplemental Invoices: For the purpose of this Agreement, supplemental invoices shall be defined as invoices submitted for additional services, previously disallowed services, or inadvertently not submitted services rendered during a month for which a prior invoice has already been submitted to County. Supplemental invoices should include the standard invoice format with description of services rendered. The County will not accept nor pay any supplemental invoices for services provided during the period July 1st through June 30th for each fiscal year of this Agreement that are received by County after July 31st of the subsequent fiscal year, unless Contractor requests an exception. Requests for exceptions to pay an invoice received after July 31st of the subsequent year, must be submitted in writing, to include electronic communication, and must be approved by HHSA’s Chief Fiscal Officer in his/her sole discretion.
Upon request from County’s Contract Administrator, City shall submit audited financial reports specific to this Agreement within forty-five (45) days of County request. The audit shall be conducted in accordance with generally accepted accounting principles and generally accepted auditing standards.
In the event that City fails to deliver, in the format specified, the deliverables and reports required by this Agreement, County at its sole option may delay the payment for the period of time of the delay, cease all payments until such time as the required deliverables or reports are received, or proceed as set forth below in the Article titled “Default, Termination, and Cancellation,” herein.
ARTICLE IV
Maximum Obligation: The maximum obligation for services and deliverables provided under this Agreement shall not exceed $80,000, inclusive of all costs, taxes, and expenses.
ARTICLE V
Audits, Compliance, and Monitoring:
A. City shall provide a copy of any Audit to County within thirty (30) days of completion of said audit.
B. Audits and compliance monitoring by any representative of the federal government, state government, or County may include the review of any and all terms related to this Agreement.
Audits or monitoring by the County may be performed by way of annual Contract Monitoring Surveys. City shall, within thirty (30) days of receipt of County Contract Monitoring Survey, complete and return the survey along with all documentation, details, and supporting materials required by the survey or otherwise necessary for the County to verify compliance with the terms and conditions of the Agreement. Failure to return the survey or requested follow up compliance documentation within sixty (60) days may result in the withholding of payment from the City until such time as compliance with the terms of the Agreement can be verified. Verifying compliance may necessitate additional on-site reviews should information submitted by the City be deemed insufficient or inaccurate.
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C. All files, records, documents, sites, and personnel are subject to review by representatives from County, state or federal government.
D. Upon notification of an exception or finding of non-compliance, City shall submit evidence of Corrective Action within thirty (30) days, or as otherwise specified in the notice of required corrective action provided by the County. Continued non-compliance beyond due date for submission of Corrective Action may lead to termination of this Agreement in accordance with the Article titled “Default, Termination, and Cancellation.” E. Failure by County to notify or require Corrective Action does not constitute acceptance of the practice of waiver of the County’s right to enforce.