Staff Reports For July 16 Meeting

CITY OF RENO
REDEVELOPMENT
RENO CITY COUNCIL CHAMBER
ONE EAST FIRST STREET
RENO, NV 89501
Wednesday, July 16, 2008
2:00 P.M.
A.0 *ROLL CALL
A.1 APPROVAL OF THE AGENDA - July 16, 2008.
A.2 APPROVAL OF MINUTES - June 25, 2008 and July 2, 2008.
A.3 *PUBLIC COMMENT - Limited to No More than three (3) Minutes. The public may
comment by submitting a Request to Speak form to the City Clerk.
B.0 STANDARD DEPARTMENT ITEMS
B.1 Staff Report: Presentation, discussion, and potential direction to staff regarding the
creation of Sales Tax Anticipation Revenue ("STAR") Bond Districts within the City of
Reno.
B.2 Staff Report: Discussion, direction and potential approval of a Memorandum of

Understanding by and between L3 Development Co., LLC, the Redevelopment Agency
of the City of Reno, and the City of Reno to explore the financial feasibility of assisting
in financing a portion of the costs of the project area bounded by Third Street, Second
Street, West Street, Center Street.

Understanding between Nevada Land II LLC, the Redevelopment Agency of the City of
Reno, and the City of Reno to facilitate the issuance of Sales Tax Anticipatory Revenue
("STAR") bonds and/or other forms of financing for projects located within the Ball Park
District, and/or within the general vicinity of the Grand Sierra Resort & Casino.
B.4 Staff Report: Discussion, direction and possible approval of amendments of certain
agreements between the City of Reno Redevelopment Agency, SK Baseball, LLC, and
Nevada Land, LLC, regarding the development of a AAA Baseball Stadium, to allow the
subdivision the Stadium site to support additional retail and commercial development
B.4.1 First Amendment to Stadium Lease Agreement

B.4.2 Amendment to Disposition and Development Agreement (Baseball Stadium)
B.4.3 First Amendment to Ground Lease Agreement
B.4.4 Memorandum of Amendment to Ground Lease
B.4.5 Memorandum of Amendment to Disposition and Development Agreement
(Baseball B Stadium)
B.5 Staff Report: Staff Report: Discussion and potential direction to staff regarding Priority
Projects for Redevelopment Area No. 2.

Understanding Between the Redevelopment Agency of the City of Reno and the
Fitzgerald Group to explore the feasibility of developing a project with the University of
Nevada, Reno.
B.7 Staff Report: Approval of the transfer of ReTRAC properties from City of Reno to
Redevelopment Agency and discussion and authorization of RDA to negotiate and enter
into agreements with Siena Communities / Freight House District, LLC and John Stanley
Shane, Jr. for the transfer and sale of ReTRAC parcels known as APN 008-370-03, 04,
05, 10, 12 and 008-381-13 and 31.
B.8 Staff Report: Discussion, direction, and possible approval of the financing plan to
acquire the RTC Site and/or construct the White Water Park Extension Project.
C.0 ADJOURNMENT.
STAFF REPORT
Agenda Item: B1
To: Chairman and Agency Board Members Date:7-16-2008
Thru: Charles McNeely, Executive Director
B.1
Subject : Staff Report: Presentation, discussion, and potential direction to staff regarding
the creation of Sales Tax Anticipation Revenue ("STAR") Bond Districts within the City of
Reno.
From: Mark Lewis, Redevelopment Administrator

Jessica Jones, Economic Development Manager
Summary: At the City Council/Redevelopment Agency Caucus meeting on June 23, 2008,
Council requested staff provide a report on the possible areas being considered for Sales Tax
Anticipation Revenues (STAR) bond districts.
The City of Reno Redevelopment Agency is currently analyzing five separate districts for the
possibility of using STAR bonds for financial assistance. Each of these possible districts is at a
different level of analysis which will be explained in depth in the background section. The five
possible districts include:
• Northern Nevada Urban Development Company, LLC;
• L3 Development, LLC;
• Nevada Land II, LLC (Baseball District);
• Nevada Land II, LLC (Grand Sierra Resort); and
• Fitzgerald Group, LLC (UNR Joint Facilities Area).
Staff recommends the Council/Agency accept the report and give direction as appropriate.
Background: The State of Nevada passed Star Bond legislation to bring catalyst retail tourism
to the region, and the Governor signed the legislation on June 17, 2005. Thus far, in the State of
Nevada, two STAR bond districts have been formed; one for Cabela’s near Boomtown in the
City of Reno and one for Scheel’s in the City of Sparks.
In the past one of the main tools to build economic growth for a Redevelopment Agency was
eminent domain. This tool was used to assemble large areas of land. During these times the
Agency would then work with a master developer who would bring the capital necessary for
infrastructure and construction of projects and the Agency would contribute the land to the
public private partnership. In recent legislative sessions the powers of eminent domain have
been reduced to only apply to public development and are restrictive. These changes have made
it extremely difficult for private developers due to the fact that capital that was available for
infrastructure is now needed for land assemblage. Land prices in the urban core are traditionally
higher, especially in the downtown. Downtown areas usually have properties being held by
many different property owners and assemblage can be cost prohibitive to redevelopment on a
large scale. STAR bonds are a way to still maintain development in redevelopment areas by
assisting in costs associated with infrastructure and building. STAR bonds remain one of the last
financial tools available to redevelop areas and the legislation to create STAR bonds provided an
enabling device for the Cities in Nevada to continue with redevelopment.
Proposed District List
• Northern Nevada Urban Development Company, LLC (NNUDC) has been working with
Redevelopment staff since January of this year on the possibility of their proposed project
using STAR bonds for financial assistance. NNUDC has invested more than
$26,000,000 in connection with land assemblage, development costs and feasibility
studies to initiate a redevelopment project on property generally located in the northeast
portion of downtown Reno, between the Reno Events Center/Ballroom, the University of
Nevada, North Virginia Street and Evans Avenue. On April 23, 2008 City Council and
the Agency Board in a joint meeting authorized staff to negotiate agreements with
NNUDC and other parties as necessary to develop the project. After approval, staff
worked closely with the developer to create a Memorandum of Understanding (MOU)
which will set into motion the process of studying the financial feasibility and
appropriateness of using STAR bonds for the project. All MOUs for STAR bond
districts require the developer to deposit funds into an account which the City then uses
to pay for the financial analysis. The MOU was adopted at the Joint meeting of the
Agency Board and City Council on June 25, 2008.
• L3 Development Co. (L3) has also been working with staff on the possibility of the
project using STAR bonds for financial assistance since October of 2007. L3 has
acquired more than 11 acres of real property in downtown Reno, encompassing more
than 75,000 square feet of commercial space. L3 is also seeking assistance to enhance
the development of the 380 residential unit project known as the Montage, which will
also include approximately 16,000 square feet of new retail in the same building. The
project area will also include the renovation and re-branding of the current Fitzgerald
Hotel and Casino and associated properties which have 351 hotel rooms. L3 also has the
opportunity to respond to the Request for Proposals (RFP) for the ReTRAC Train Trench
enhancements project which covers two full blocks and could have up to 30,000 square
feet of potential retail. Staff received direction from a joint meeting of the Agency Board
and City Council on July 2, 2008 to actively pursue a STAR bond district for the project.
An MOU to guide the process will be before the Agency Board and City Council on July
16, 2008.
• On September 21, 2007, the Agency requested and obtained authority from a joint
meeting of the Agency Board and City Council to engage in the negotiation of
memoranda and agreements to enable the development of a mixed-use project anchored
by an AAA Ballpark and commercial retail facilities with Nevada Land II, LLC (NLII).
NLII has also been working with staff on the possibility of their proposed project using
STAR bonds for financial assistance since coming to the area to build the baseball
stadium. NLII project will be anchored by the Stadium and commercial development
specializing in destination retail and entertainment venues.
NLII also have interest in pursuing opportunities at the Grand Sierra Resort which will be
anchored by a commercial development specializing in destination retail and
entertainment venues. Although the purchase is not complete, Nevada Land II LLC has
been working on the acquisition of the Grand Sierra site. The approval of this MOU will
assist in the acquisition and development of the site. Both MOUs for these projects are
before the Agency Board and Council at this meeting.
• The Fitzgerald Group has been in discussions with staff regarding the possibility of
developing a project utilizing various forms of financial assistance including the potential
of utilizing STAR bonds. On July 16, 2008 staff plans to seek direction from the joint
meeting of the Agency Board and City Council to further pursue negotiations with the
developer through a MOU.
Discussion:
State legislation does not limit the number of STAR bond districts a region can have. Yet each
district has to be analyzed independently. Each district has to be found financially viable on its
own merit. The legislation sets forth findings the City Council has to make in order to create the
district.
STAR Bond Process
Below are the steps to the STAR bond process City staff and Council would have to follow to
create the district:
1. Staff requests direction and authorization from City Council to begin negotiations on
possible financial and other assistance from the Agency for the project.
2. Staff drafts a MOU with developer to City Council, describing the payment of the deposit
for the financial analysis and outlines the time line for the developer to complete their pro
forma and prove financial backing for the project.
3. Council approves the MOU which authorizes the commencement of a financial analysis
conducted by a consultant selected by the City and paid for by the developer. This
includes:
a. Impacts of the project on local government services, including schools and
whether there is a positive fiscal impact for the local governments are analyzed in
study.
a. A preponderance (51%) of the sales tax must be shown in the study to be from out
of state visitors.
b. The study must also show impact on existing businesses offering the same
services known as “the displacement of customers.”
4. Once the above study is completed a report is made to City Council. A Definitive
Agreement is adopted. City Council then makes an official referral of the study to the
School District for their consideration and approval. Concurrently, the study is sent to
the County Commission for review only. If Council is satisfied with the results of the
study, a Definitive Agreement is executed.
5. Results from the School District and County reviews are presented to City Council.
Council must make the findings that retailers will locate their business in the Tourist
Improvement District (TID) and that there will be a sustainable increase in sales tax from
the project.
6. If City Council approves the previous step, a public hearing before the Nevada
Commission on Tourism is needed. The Commission will weigh all information from
previous steps and evaluate that the preponderance (51% of the sales tax is coming from
out of state visitors) has been meet.
7. After the Commission’s determination, the information is transmitted to the Governor’s
Office. The Governor is charged with making the determination that the project will
contribute significantly to economic development and tourism for the area. The
Governor will also review the School Districts comments.
8. If the Governor approves the matter, it will go back to City Council to create the TID
through ordinance. During this step there cannot be any retail of any kind in the
proposed boundary for at least 120 days prior to the final adoption of the ordinance.
9. After that the City enters into an agreement with the Department of Taxation specifying
the dates and procedures for distribution to the City of any money pledged. This
distribution cannot last more than 20 years.
Recommendation: Staff recommends the Agency Board and Council accept the report and give
direction as appropriate.
Motion: I move to approve the staff recommendation.

STAFF REPORT
Agenda Item: B2
B.2
Subject : Staff Report: Discussion, direction and potential approval of a Memorandum of
Understanding by and between L3 Development Co., LLC, the Redevelopment Agency of
the City of Reno, and the City of Reno to explore the financial feasibility of assisting in
financing a portion of the costs of the project area bounded by Third Street, Second Street,
West Street, Center Street.

Jessica Jones, Economic Development Manager
Summary: Staff proposes a Memorandum of Understanding (MOU) to allow the City and the
Agency an opportunity to assess the proposed project, determine the feasibility of the project,
and analyze the feasibility of the City and/or the Agency assisting the proposed project through
the potential use of financing tools such as STAR Bonds and/or the formation of special districts.
Staff requests direction and authorization from the Council/Agency Board to negotiate and
pursue the development of a public/private partnership on a mixed use development specializing
in residential, retail, and entertainment venues within the City of Reno Redevelopment boundary
generally located in the area bounded by Third Street, Second Street, West Street, and Center
Street. If deemed feasible, the City Council and Agency Board will be asked, at a later date, to
enter into a Definitive Agreement with the developer on the project. Staff recommends approval
of the proposed MOU among the City of Reno, the Redevelopment Agency of the City of Reno,
and L3.
Background: L3 Development Co., LLC (“L3”) has acquired more than 11 acres of real
property in downtown Reno, encompassing more than 75,000 square feet of commercial space.
L3 also has the opportunity to respond to the Request for Proposals (RFP) for the ReTRAC Train
Trench enhancements project which covers two full blocks and could have up to 30,000 square
feet of potential retail. Upon the Agency’s prior recommendation, on July 2, 2008, L3 requested
that the Agency seek and be granted authority from the Council/Agency Board to engage in the
negotiation of memoranda and agreements to enhance the development of a 380-unit residential,
for sale project known as the Montage, which will also include approximately 16,000 square feet
of new retail. The development will also consist of the renovation and re-branding of the current
Fitzgerald Hotel and Casino and associated properties which currently has 351 hotel rooms and
over 600 gaming positions. All of these are on properties that are owned or controlled by L3 or
its affiliates through long term leases.
Discussion: The proposed MOU does not legally obligate any party to undertake the
development of the project. The MOU will allow the City and the Agency to determine the
financial feasibility of the project and to assess which tools, if any, can be utilized by the City
and/or the Redevelopment Agency to aid in the development of the proposed project. It provides
one 150 days to determine the feasibility of the Project (which term may be extended by up to 90
additional days) and negotiate a Definitive Agreement. During the term of the MOU, the
following activities will take place:
• L3 will deposit $150,000 in cash with the Agency to pay for costs incurred by the City
and/or the Agency in connection with the Memorandum of Understanding;
• L3 will conduct various studies such as title investigation, relocation analyses, marketing,
feasibility, soils, seismic and environmental studies, financial feasibility analyses and
design studies;
• The City and/or Agency will retain feasibility and financial consultants to undertake the
feasibility study required to establish a tourism improvement district (NRS 271A.120 and
NRS 271A.080) and assess the feasibility of the proposed project; and
• L3 will obtain financial commitments from lenders for each component of the project and
provide the City/Agency with a pro forma for each phase of the project.
Financial Implications: All third-party costs and expenses of the City and/or the Agency
including and without limitation, all legal and/or consultant fees and related expenses shall be
paid from the deposit. The developer will pay the deposit to the Agency in three installments, in
the amount of $50,000 each.
If the Agreement is terminated, the remaining unspent portion of the deposit shall be returned to
the developer and the City/Agency has no further financial obligation to the developer.
Recommendation: Staff recommends approval of the proposed MOU among the City of Reno,
the Redevelopment Agency of the City of Reno, and L3.
For the City Council: Staff recommends Council approval of the Memorandum of
Understanding, and authorize the Mayor to execute the Agreement on behalf of the City.
For the Agency Board: Staff recommends Agency Board approval of the Memorandum of
Understanding and authorize the Chairman to execute the Agreement on behalf of the Agency.
Proposed Motion: I move to approve the staff recommendation.

MEMORANDUM OF UNDERSTANDING
by and among
L3 Development CO., LLC,

a Nevada limited liability company
the
REDEVELOPMENT AGENCY OF THE CITY OF RENO
and the
CITY OF RENO
THIS MEMORANDUM OF UNDERSTANDING (this “Agreement”) is entered into effective as of
June 11, 2008 (“Effective Date”) by and among the REDEVELOPMENT AGENCY OF THE CITY OF
RENO (the “Agency”), the CITY OF RENO (the “City”) and the L3 Development Co., LLC,, a Nevada
limited liability company (the “Developer”). The Agency, the City and the Developer are hereinafter
collectively referred to as the “Parties.”
WHEREAS, the Agency is a redevelopment agency formed, existing and exercising its powers
pursuant to the provisions of the Nevada Community Redevelopment Law, Nevada Revised Statutes
279.382 et. seq. (the “Agency Act”); and
WHEREAS, the Developer owns property in the City within the jurisdiction of the Agency, as more
particularly described on Exhibit A attached hereto (the “Property”); and
WHEREAS, the Developer has notified the Agency and the City of its desire and intention to
acquire, develop and construct on the Property, a mixed use development specializing in residential, retail,
and entertainment venues within the City of Reno Redevelopment boundary (as more particularly described
in Section 5, the “Project”); and
WHEREAS, the Developer has requested that the Agency and the City enter into this Agreement
to explore the feasibility of the Project and to explore the financial feasibility of issuance of debt obligations
by the City and/or the Agency and/or formation by the City of special assessment, tourism improvement
and other districts to finance a portion of the costs of the Project; and
WHEREAS, at its meeting on July 2, 2008, the City Council and Redevelopment Agency Board
directed staff to pursue negotiations with the Developer regarding the Project and authorized staff to
prepare this Agreement for the purpose of negotiating a definitive agreement (“Definitive Agreement”)
whose terms and conditions shall govern development, construction and financing of the Project; and
WHEREAS, the Developer anticipates expending funds to conduct certain studies that are needed
to assess the feasibility of the development and construction of the Project and requests that the City and
Agency enter into this Agreement prior to making such expenditures;
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows.
Section 1. Negotiation of Definitive Agreement. The Parties shall use reasonable efforts to
negotiate a Definitive Agreement which shall describe the terms and conditions governing development of
the Project on the Property. The Parties shall use reasonable efforts to obtain any third-party consent,
authorization, approval, or exemption required in connection with the transactions contemplated hereby.
This Agreement does not impose a binding obligation on the Agency or the City to approve a Definitive
Agreement or grant any approvals or authorizations required for the Project. In addition, this Agreement
does not obligate the Parties to agree to any specific terms or obligations.
Section 2. Term. The term of this Agreement (the “Term”) shall commence on the Effective
Date, and shall terminate one hundred fifty (150) days thereafter, unless extended or earlier terminated as
provided herein. The Term may be extended for up to a maximum of three (3) thirty (30) additional day
terms upon the mutual written agreement of the Developer, the Agency and the City acting through and in
the discretion of its Executive Director/City Manager.
Section 3. Relationship of the Parties. The Parties agree that nothing in this Agreement shall
be deemed or interpreted to create between them the relationship of lessor and lessee, of buyer and seller,
or of partners or joint venturers.
Section 4. Deposit. In consideration for this Agreement and the costs the Agency and/or City
have and will incur in furtherance of this Agreement and the negotiation of the Definitive Agreement, the
Developer shall, concurrently with the execution of this Agreement by Agency, submit to Agency a good
faith deposit (“Deposit”) in the amount of $150,000. The Deposit shall be in the form of cash and shall be
paid by the Developer to the Agency in three (3) equal installments in accordance with the time period set
forth in the Schedule, attached hereto as Exhibit B. If performance of this Agreement results in execution of
a Definitive Agreement, the disposition of the Deposit shall be as further set forth in the Definitive
Agreement. If this Agreement is terminated pursuant to Section 12, any remaining balance of the Deposit,
after payment of expenses incurred by the City and/or the Agency pursuant to Section 10 of this Agreement
and accrued prior to the notice of termination, shall be returned by the Agency to the Developer.
Section 5. The Project. The negotiations hereunder shall be based on a development

concept consistent with the following points:
(a) Retail Development. Development and construction of a tourism destination retail center
including one or more anchor stores, entertainment facilities and restaurants.
Section 6. Developer’s Studies. During the Term, the Developer shall use its best
reasonable efforts to prepare, at the Developer’s expense, any studies, surveys, plans, specifications and
reports (“Developer’s Studies”) the Developer deems necessary or desirable in Developer’s sole
discretion, to determine the suitability of the Property for the Project. Such studies may include, without
limitation, title investigation, relocation analyses, marketing, feasibility, soils, seismic and environmental
studies, financial feasibility analyses and design studies.
Section 7. Studies. The City and/or the Agency shall retain one or more feasibility
consultants to prepare the feasibility study required by the NRS 271A.120 and to assist the City gather
information necessary to make the findings required by NRS 271A.080. The Agency and the City may
expend the Deposit for costs incurred by the City and/or the Agency for the preparation of such studies and
findings.
Section 8. Developer’s Pro Forma and Evidence of Financing. Within the time period set
forth in the Schedule, attached hereto as Exhibit B, the Developer shall obtain financing commitments from
prospective lenders or financing partners for each component of the Project specified in Section 5, in form
and substance satisfactory to the City and the Agency, and shall provide evidence satisfactory to the City
and the Agency that the Developer has secured commitments, subject only to commercially reasonable
conditions, for all funding necessary for the successful completion of each phase of the Project. Neither the
City nor the Agency shall seek approval of the Definitive Agreement from their respective governing bodies
unless and until Developer has provided a pro forma for each phase of the Project that confirms the
financial feasibility of Developer’s proposed redevelopment of the Property.
Section 9. Full Disclosure. At or prior to the execution of the Definitive Agreement, the
Developer is required to make full disclosure to the City and the Agency of its principals, officers, major
stockholders, partners or members; joint venturers; negotiators; development managers; consultants and
directly involved managerial employees (collectively, “Developer Parties”); and all other material
information concerning the Developer. Any change in the identity of the Developer Parties shall be subject
to the approval of the City and the Agency, which shall not be unreasonably withheld. The Developer shall
make and maintain full disclosure to the City and the Agency of its methods of financing to be used in the
development of the Property.
Section 10. Expenses. All third-party costs and expenses of the City and/or the Agency
(including, without limitation, all legal and/or consultant fees and related expenses) incurred in connection
with this Agreement and the activities contemplated hereby shall be paid from the Deposit. To the extent
the costs of the City and/or Agency exceed the amount of funds available from the Deposit, the Developer
shall within five (5) days of receipt of notice and an accounting from the Agency provide additional funds to
the Agency in the amount of Fifty Thousand Dollars ($50,000), which amount shall be added to the Deposit,
to pay for any such additional costs or expenses. The City and/or Agency, as the case may be, shall
consult with the Developer with respect to third-party costs and expenses prior to incurring any cost or
expense and shall submit to the Developer for its review copies of all invoices for third-party costs and
expenses to be paid from the Deposit.
Section 11. Execution of Definitive Agreement. If the Parties successfully negotiate a

Definitive Agreement, staff shall recommend approval of the Definitive Agreement to their respective
governing bodies. Neither the City nor the Agency shall have any legal obligation to grant any approvals or
authorizations for the Project unless and until the Definitive Agreement has been approved by their
respective governing bodies. Neither the City Council nor the Agency Board shall have any legal obligation
to approve the Definitive Agreement.
Section 12. Termination. The City and/or Agency may terminate this Agreement with or
without cause at any time by giving written notice to the Developer. The Developer may terminate this
Agreement with or without cause at any time by giving written notice to the Agency. No Party shall have
the right to seek an award of damages as a result of the termination of this Agreement pursuant to this
Section.
Section 13. Effect of Termination. Upon termination as provided herein, or upon the expiration
of the Term and any extensions thereof without the Parties having successfully negotiated a Definitive
Agreement, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the
part of any of the Parties or their respective officers, employees, agents or other representatives; provided,
however, the provisions of Section 10 (Expenses), Section 15 (Indemnity) shall survive such termination.
Section 14. Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement 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. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) 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;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified
mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission
thereof. Any notice given by facsimile shall be considered to have been received on the next business day
if it is received after 5:00 p.m. recipient’s time or on a nonbusiness day.
Agency : Redevelopment Agency of the City of Reno

One East First Street, Suite 700
Reno, Nevada 89505
Attn: Redevelopment Administrator
Phone: 775-334-2077
Fax: 775-334-3124
City: City of Reno

One East First Street
Reno, Nevada 89505
Attn: City Manager
Phone: (775) 334-2020
Fax: (775) 334-2097
Developer: L3 Development Co., LLC

55 W. Monroe, Ste. 1700
Chicago, IL 60603
Attn: John Roberson
Phone: (312) 316-2984
Fax: (312) 558-1128
Section 15. Indemnification. The Developer hereby covenants, on behalf of itself and its
permitted successors and assigns, to indemnify, hold harmless and defend the Agency and the City and
their respective elected and appointed officials, officers, agents, representatives and employees
(“Indemnitees”) from and against all claims, costs (including without limitation reasonable attorneys’ fees
and litigation costs) and liability, arising out of or in connection with this Agreement provided however,
Developer shall have no indemnification obligation with respect to the gross negligence or willful
misconduct of any Indemnitee, or any actual breach of agreement or applicable law by any Indemnitee.
Section 16. Severability. If any term or provision of this Agreement or the application thereof
shall, to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining
terms and provisions of this Agreement or the application of such terms and provisions to circumstances
other than those as to which it is held invalid or unenforceable unless an essential purpose of this
Agreement would be defeated by loss of the invalid or unenforceable provision.
Section 17. Entire Agreement; Amendments In Writing; Counterparts. This Agreement

contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings, oral and written, between the Parties with
respect to such subject matter. This Agreement may be amended only by a written instrument executed by
the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each
of which shall be an original and all of which together shall constitute one agreement.
Section 18. Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided
however, that neither Party shall transfer or assign any of such Party’s rights hereunder by operation of law
or otherwise without the prior written consent of the other Party, and any such transfer or assignment
without such consent shall be void. Subject to the immediately preceding sentence, this Agreement is not
intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other
than the Parties and their permitted successors and assigns.
Section 19. Captions. The captions of the sections and articles of this Agreement are for
convenience only and are not intended to affect the interpretation or construction of the provisions hereof.
Section 20. Subject to Applicable Laws. The Parties shall comply with all applicable and
material statutes, ordinances, laws, rules, regulations and requirements under Federal, State, City and
other local authority applicable to the terms and conditions of this Agreement (collectively, “Law” or “Laws”).
All terms and conditions of this Agreement shall be subject to all applicable Laws and to the extent that any
term or condition is in violation of any applicable Law, such term or condition shall be void and
unenforceable. The Developer acknowledges that the City and Agency have certain obligations under the
Law including, but not limited to, the requirement that public notice and hearing be afforded for certain
actions and that findings and determinations of fact be made. Nothing in this Agreement is intended to
prejudge or prejudice those findings and determinations. Any conflict between the provisions of this
Agreement and any present or future lawful exercise of the City's legislative prerogative shall be resolved in
favor of the latter.
[Remainder of page intentionally blank]

Section 20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
REDEVELOPMENT AGENCY CITY OF RENO

OF THE CITY OF RENO
By: _______________________________ By: ______________________________

Robert A. Cashell, Sr. Robert A. Cashell, Sr.
Chairman Mayor
ATTEST: ATTEST:
By: ___________________________ By: ___________________________

Agency Secretary City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: _________________________________ By: _________________________________

Agency Counsel City Attorney
L3 Development Co., LLC, a Nevada limited liability

company
By: _______________________________
Its: _______________________________
EXHIBIT A
EXHIBIT B
SCHEDULE
ACTION DATE
1. Execution and Delivery of Agreement by July 16, 2008

Developer. The Developer shall execute and deliver
this Agreement to the Agency.
2. Execution of Agreement by City and July 16, 2008

Agency. The City and Agency shall each consider
authorizing execution of this Agreement, and if so
authorized, the City and Agency shall execute and
deliver this Agreement to the Developer.
3. Opening of Escrow; Deposit. The Effective date - $50,000 (1st installment)

Developer shall deposit $150,000 with the Agency. 60 days - $50,000 (2nd installment)
(Section 4) 60 days - $50,000 (3rd installment)
4. Submission – Pro Formas. The Developer No later than 90 days from the Effective
shall submit to the City and Agency in form and Date
substance satisfactory to the City and Agency, pro
formas for each component of the Project. (Section
8)
5. Submission – Evidence of Financing. The No later than 120 days from the
Developer shall submit to the City and Agency Effective Date
evidence of financing of each component of the
Project confirming the financial feasibility of the
Project. (Section 8)
5. Submission – Definitive Agreement for No later than 150 days from the
Approval. Submission of Definitive Agreement, Effective Date (unless extended
executed by the Developer, to Agency Board and pursuant to Section 2 of this
City Council for consideration and approval. (Section Agreement)
2)
STAFF REPORT
Agenda Item: B3
B.3
Understanding between Nevada Land II LLC, the Redevelopment Agency of the City of
Reno, and the City of Reno to facilitate the issuance of Sales Tax Anticipatory Revenue
("STAR") bonds and/or other forms of financing for projects located within the Ball Park
District, and/or within the general vicinity of the Grand Sierra Resort & Casino.
Summary: Staff proposes a Memorandum of Understanding (MOU) to allow the City and the
Agency an opportunity to assess the proposed projects, determine the feasibility of the projects
and analyze the feasibility of the City and/or the Agency assisting the proposed projects through
the potential use of financing tools such as STAR Bonds and/or the formation of special districts.
Staff requests direction and authorization from the Council/Agency Board to negotiate and
pursue the development of a public/private partnership on a mixed-use project anchored by a
tourism destination center specializing in retail and entertainment venues within the City of Reno
Redevelopment boundary located within the Baseball District (Project Area “A”) and Grand
Sierra Resort (Project Area “B”.) If deemed feasible, the City Council and Agency Board will be
asked, at a later date, to enter into a Definitive Agreement(s) with the developer on the project(s).
Staff recommends approval of the proposed Memorandum of Understanding among the City, the
Redevelopment Agency of the City of Reno and Nevada Land II LLC.
Previous Council Action:
Previous Council Action for Project Area “A”:
September 21, 2007 – City Council approved the Baseball Stadium and Retail DDA with Nevada
Land LLC for the development of the Baseball District.
Previous Council Action for Project Area “B”:
August 24, 2005 -City Council adopted City Ordinance No. 5726 approving the Redevelopment
Plan for Redevelopment Area 2.
April 11, 2007 – City Council approved a similar MOU with the Grand Sierra Operating Corp. to
allow the City and the Agency an opportunity to assess the proposed project, determine the
feasibility of the Project and analyze the feasibility of the City and/or the Redevelopment
Agency assisting the proposed Project through the potential use of financing tools such as Star
Bonds and/or formation of special districts.
Background: On September 21, 2007, the Agency requested and obtained authority from the
Council/Agency Board to engage in the negotiation of memoranda and agreements to enable the
development of a mixed-use project anchored by an AAA Ballpark and commercial retail
facilities. Nevada Land II LLC has issued a request for assistance on the proposed project
located in the Baseball District, which will be anchored by the Stadium and commercial
development specializing in destination retail and entertainment venues. Although the
consolidation of all parcels is not complete, Nevada Land LLC has been working on the
acquisition of necessary land. The approval of this MOU will assist in the acquisition and
development of the site.
Additionally, on April 11, 2007, The Grand Sierra Resort and Casino and Agency requested and
obtained authority from the Council/Agency Board to engage in the negotiation of memoranda
and agreements to enable the development of a mixed-use project anchored by an indoor water
park, water show, exotic auto museum, professional health spa, and commercial retail facilities.
Nevada Land II LLC has issued a similar request for assistance on the proposed project located
at the Grand Sierra Resort, which will be anchored by a commercial development specializing in
destination retail and entertainment venues. Although the purchase is not complete, Nevada
Land II LLC has been working on the acquisition of the Grand Sierra site. The approval of this
MOU will assist in the acquisition and development of the site.
Discussion: The proposed MOU does not legally obligate any party to undertake the
development of the Project(s.) The Memorandum of Understanding will allow the City and the
Agency to determine the financial feasibility of the project(s) and to assess which tools, if any,
can be utilized by the City and/or the Redevelopment Agency to aid in the development of the
proposed project(s.) The Memorandum provides 150 days to determine the feasibility of the
Project (which term may be extended by up to 90 additional days) and negotiate a definitive
agreement. During the term of the Memorandum of Understanding, the following activities will
take place:
• Nevada Land II will pay for all associated costs incurred by the City and/or the Agency in
connection with the Memorandum of Understanding;
• Nevada Land II LLC will conduct various studies such as title investigation, marketing,
feasibility, soils, seismic and environmental studies, financial feasibility analyses and
design studies for both project sites “A” and “B”;
• The City and/or Agency will retain feasibility and financial consultants to undertake the
feasibility study required to establish a tourism improvement district (NRS 271A.120 and
NRS 271A.080) and assess the feasibility of the proposed project; and
• Nevada Land II LLC will obtain financial commitments from lenders for each component
of the project(s) and provide the City/Agency with a pro forma for each phase of the
project(s).
Financial Implications: All third-party costs and expenses of the City and/or the Agency
including and without limitation, all legal and/or consultant fees and related expenses shall be
paid by Nevada Land II LLC. The developer has the option to pay a deposit to the Agency in
three installments, in the amount of $50,000 each, or provide reimbursement on a “pay as you
go” basis as outlined in the Memorandum of Understanding.
If the Agreement is terminated, any unspent portions of the deposit shall be returned to the
developer and the City/Agency has no further financial obligation to the developer.
Legal Implications: The Memorandum of Understanding does not impose a binding obligation
on the Agency or the City to grant any approvals or authorizations required for the project(s) nor
does it obligate the developer to agree to any specific terms or obligations. The Memorandum of
Understanding may be terminated at any time by mutual consent of the parties. Upon such
termination or expiration of the term without reaching a Definitive Agreement, the Memorandum
of Understanding becomes null and void without further liability or obligation of any party.
Recommendation: Staff recommends approval of the proposed Memorandum of Understanding

among the City, the Redevelopment Agency of the City of Reno and Nevada Land II LLC.
For the City Council: Staff recommends Council approval of the Memorandum of
Understanding, and authorize the Mayor to execute the Agreement on behalf of the City.
For the Agency Board: Staff recommends Agency Board approval of the Memorandum of
Understanding and authorize the Chairman to execute the Agreement on behalf of the Agency.
Attachment 1) Memorandum of Understanding

STAFF REPORT
Agenda Item: B4
B.4
Subject : Staff Report: Discussion, direction and possible approval of amendments of
certain agreements between the City of Reno Redevelopment Agency, SK Baseball, LLC,
and Nevada Land, LLC, regarding the development of a AAA Baseball Stadium, to allow
the subdivision the Stadium site to support additional retail and commercial development
B.4.1 First Amendment to Stadium Lease Agreement

B.4.2 Amendment to Disposition and Development Agreement (Baseball Stadium)
B.4.3 First Amendment to Ground Lease Agreement
B.4.4 Memorandum of Amendment to Ground Lease
B.4.5 Memorandum of Amendment to Disposition and Development Agreement (Baseball B
Stadium)
Summary: Staff recommends Agency Board approval of the Amendments to the September 21,
2007 Disposition and Development Agreements (DDA) by and between the Redevelopment
Agency of the City of Reno, the City of Reno, and Nevada Land, LLC. The attached
Amendments to the original Baseball DDA(s) allow Nevada Land LLC and Nevada Land II LLC
to subdivide the Stadium site for construction of supportive retail and commercial development.
The construction of additional retail and commercial development will be funded privately using
zero funding from the Washoe County’s Car Tax proceeds. The desire for additional retail was
directed by the Agency Board and is related to the approved Stadium DDA and Retail DDA.
Three separate Amendments with two Memoranda are docketed for Board consideration. The
Amendments / Memorandums include:
Item B.4.1 First Amendment to Stadium Lease Agreement

Item B.4.2 Amendment to Disposition and Development Agreement (Baseball Stadium)
Item B.4.3 First Amendment to Ground Lease Agreement
Item B.4.4 Memorandum of Amendment to Ground Lease
Item B.4.5 Memorandum of Amendment to Disposition and Development Agreement
(Baseball Stadium)
Staff recommends the Agency Board approve the attached Amendments.
Previous Council Action: On June 27, 2007, the City Council authorized and directed staff to
engage SK Baseball, LLC and Nevada Land, LLC (SK/NL), Washoe County, and other parties
as needed; Conduct any necessary analyses to determine the feasibility of a ballpark
development for Council review; If feasible, bring back for the City Council a draft of business
terms with SK/NL; and with Council approval, an agreement with SK/NL to develop an AAA
ball park within the City of Reno.
On July 11, 2007, the City Council directed staff to work with SK/NL to file all necessary
applications for potential development of a ball park for the Freight House/Fire Station location;
analyze the feasibility of relocating Fire Station No. 1; negotiate a financial agreement with
SK/NL for developing the ball park; and negotiate with private property owners to secure all
necessary parcels.
On August 29, 2007, the Agency Board approved a Memorandum of Understanding (MOU) by
and between Nevada Land, LLC, and the Redevelopment Agency of the City of Reno, and the
City of Reno; approved additional appropriation for consultant services in the amount of
$100,000; authorized staff to finalize a Disposition and Development Agreement with Nevada
Land and private property owners, as needed; and directed staff to bring back a DDA for Board
consideration to develop an AAA baseball stadium in the City of Reno.
On September 21, 2007 the Agency Board approved the Stadium and Retail DDAs for the
construction of an AAA Baseball Stadium and surrounding retail development.
Background: On May 15, 2007, the Washoe County Board of Commissioners approved the
Predevelopment and Finance Agreement between the County and SK/NL. In order to take this
action, the County also terminated a prior predevelopment agreement with Sierra Nevada
Baseball and Marina Properties II, LLC, which involved the City of Sparks and the Sparks
Redevelopment Agency. With the County’s action on both agreements, SK/NL began working
to identify an appropriate site for locating the baseball stadium in the region.
By letter received on June 14, 2007, SK/NL informed the City of Reno that the pending
development in the City of Sparks had been terminated. Furthermore, SK/NL expressed their
intent to work with the City Council and Reno Redevelopment Agency (Agency) staff to pursue
other possible locations for developing an AAA baseball stadium within the City of Reno.
With Council authorization and direction on June 27, 2007, Agency staff began working with
SK/NL and Washoe County to identify potential stadium sites within the City of Reno. Two
feasible sites were identified from a review of eight possible locations, with one being the
Freight House/Fire Station No. 1 area downtown (Freight House) and the second being the
Grand Sierra Resort property. With agreement from the property owners, SK/NL submitted
permit applications for the Grand Sierra Resort ball park location. SK/NL obtained agreement
from private property owners near the Freight House/Fire Station No. 1 location to submit permit
applications as well. However, since this location involves the acquisition of the Freight House
and Fire Station No. 1 parcels from the City of Reno, SK/NL did not submit permit applications
until the City Council had an opportunity to consider this stadium location.
Utilizing economic consulting services experienced with the baseball industry, Agency staff
completed preliminary due diligence concerning the potential economic impact and community
benefits associated with developing an AAA baseball stadium.
Estimated Economic Impacts
Presented to the City Council on July 11, 2007, the consulting firm of Economic Research
Associates (ERA) analyzed potential economic impacts of an AAA baseball stadium within the
City of Reno. The stadium considered would seat up to 10,000 people through a combination of
general admission stands, luxury boxes, party units, club seats, and family seating on grass
berms.
The following economic analysis will remain intact. The analysis completed by ERA
contemplates the potential impact of a stadium itself, with no consideration of additional office,
residential, and retail development that typically occurs around a stadium once constructed.
ERA’s estimates include:
382,200 annual baseball attendance, annually
11,466 new overnight visitors to Washoe County, annually
$3.684 million in new expenditures from local residents, annually
$1.095 million in new expenditures from visitors, annually
15,364 new lodging room nights generated by visitors, annually
1,239 “one-time” jobs created by the baseball stadium construction (413 direct impact
plus 826 induced impact)
$135.0 million in “one time” economic impacts by the baseball stadium ($45M
construction plus $90M induced impact)
283 “ongoing” jobs created by the baseball stadium
$19.4 million in “on-going” economic impacts by the baseball stadium
On August 29, 2007, the City Council/Agency Board approved a Memorandum of

Understanding by and between Nevada Land, LLC, the Redevelopment Agency of the City of
Reno, and the City of Reno, which approved the Freight House site for an AAA baseball
stadium. Approving the stadium in this location included the preliminary approval for relocating
Fire Station No. 1.
Discussion: As directed by the City Council/Agency Board on August 29, 2007, two Disposition
and Development Agreement (DDA) with Nevada Land were prepared and presented at the
September 12, 2007 agenda for consideration. These Agreements were signed on September 21,
2007 at the approval of the Agency Board. Combined, the agreements propose the terms for
developing an AAA baseball stadium as well as developing retail within a ball park district
surrounding the stadium site. The following Amendments are necessary to compete the intent
and direction of the September 21, 2007 DDAs. A short explanation follows each Amendment.
I. First Amendment to Stadium Lease Agreement
Removal of the “Ancillary Parcels” from the Stadium Lease Agreement for the development of
retail adjacent to the stadium. Also includes the addition of the “Motel Site” into the Stadium
Site description. The Developer will have five years to complete the additional retail, after
which the “Ancillary Parcels” will become part of the Stadium Site.
II. Amendment to Disposition and Development Agreement (Baseball Stadium)
Removal of the “Ancillary Parcels” from the Disposition and Development Agreement (Baseball
Stadium) for the development of retail adjacent to the stadium. This also includes the addition of
the “Motel Site” into the Stadium Site description. The Developer will have 5 years to complete
the additional retail, after which the “Ancillary Parcels” will become part of the Stadium Site.
Also outlined is the acknowledgement of the change in terms to Fire Relocation Loan amounts to
$6,000,000 and $4,000,000 respectively. This Amendment also acknowledges the Loan
Documents for the first installment of the loan were “mutually acceptable.”
III. First Amendment to Ground Lease Agreement
Removal of the “Ancillary Parcels” from the Ground Lease Agreement (Baseball Stadium) for
the development of retail adjacent to the stadium. Also includes the addition of the “Motel Site”
into the Stadium Site description. The Developer will have 5 years to complete the additional
retail, after which the “Ancillary Parcels” will become part of the Stadium Site.
IV. Memorandum of Amendment to Ground Lease
Memorandum of Amendment to Ground Lease to be filed with the Washoe County Recorder in
order to evidence the Ground Lease Amendment.
V. Memorandum of Amendment to Disposition and Development Agreement

(Baseball Stadium)
Memorandum of Amendment to Disposition and Development Agreement (Baseball Stadium) to

be filed with the Washoe County Recorder in order to evidence the First Amendment to the
Disposition and Development Agreement (Baseball Stadium).
General Terms:
The above Amendments do not constitute a material change to the original agreements and
follow the general understanding set forth by the Agency and Developer, outlined in the final,
comprehensive Disposition and Development Agreement. The unchanged fundamental terms
are as follows:
1. The Agency conveys certain property to the Developer for construction of a 10,000-seat
multi-use baseball stadium and related improvements. The properties include the Freight
House (subject to a Preservation Covenant), Fire Station No. 1, and the Siena
Communities vacant lot.
2. The Agency conveys certain adjacent properties to the Developer for constructing
additional retail, commercial and residential projects located within a Ball Park District to
be established by the Agency. The properties include an Agency-owned vacant lot, the
ground-floor retail area within the National Bowling Stadium (subject to RSCVA
approval), the abandonment of Evans Avenue (subject to conditions), and the existing
RTC facility, which must be acquired from RTC.
3. The Developer dedicates certain Developer-owned property and acquires certain

additional property for such purposes.
4. Using the proceeds of a loan from the Developer, the Agency will relocate Fire Station
No. 1 to accommodate development of the Baseball Stadium. The loan will be repaid via
a standard commercial loan, with principal and interest payments over 10 years funded
from RDA 1 tax increment.
5. Using tax increment revenue growth generated within the Ball Park District commencing
upon January 1 of the year in which construction of the Baseball Stadium begins, the
Agency will provide additional financial assistance to support the development of the
Baseball Stadium and related improvements and projects located within the Ball Park
District.
6. The City and the Agency will cooperate with the Developer to facilitate the dedication of
Washoe County “Car Tax” revenues for construction of the Baseball Stadium and the
issuance of STAR bonds or other forms of financing for the Baseball Stadium and related
improvements and projects within the Ball Park District. Although no commitment of
STAR bond funding is guaranteed.
7. The Agency will own the completed stadium and lease the facility to the Developer to
operate a AAA professional level baseball franchise as well as maintain the facility.
Financial Implications: None.
Recommendation: Staff recommends Agency Board approval of the attached Amendments.
Attachments:
First Amendment to Stadium Lease Agreement
Amendment to Disposition and Development Agreement (Baseball Stadium)
First Amendment to Ground Lease Agreement
Memorandum of Amendment to Ground Lease
Memorandum of Amendment to Disposition and Development Agreement (Baseball Stadium)
STAFF REPORT
Agenda Item: B5
B.5
Subject : Staff Report: Staff Report: Discussion and potential direction to staff regarding
Priority Projects for Redevelopment Area No. 2.
Summary: Redevelopment Area No. 2 (RDA 2) was established in 2005 and amended to
include additional lands in 2006 (Attachment A). Now that the potential exists to issue bonds
based on the anticipated property tax increment generated from the project area, the City
Council/Redevelopment Agency Board asked for a discussion of potential “Priority Projects” for
RDA 2. Staff seeks additional direction from the City Council and Redevelopment Agency and
recommends the City Council and Agency Board: 1) establish Priority Projects for RDA 2
and/or 2) direct Staff to develop a list of Priority Projects for RDA 2 for possible adoption.
Previous Council Action: RDA 2 was established on August 24, 2005 and amended on June 14,
2006.
Discussion: Since RDA 2 was established, a number of projects have been initiated by the
Redevelopment Agency in the project area. These projects include: Cabela’s retail store
development; the completion of the ReTRAC Corridor Study; strategic land acquisition (427
Evans and the Savoy Motel); the completion of Carriage Stone Apartments; entering into a
Memorandum of Understanding with Grand Sierra Resort; and completing a demonstration
lighting project on South Virginia Street. In addition Agency staff has worked with property
owners to attract new development to vacant and underutilized properties which include the Park
Lane Mall, as well as a number of locations in the Fourth Street area and along Virginia Street.
Current Agency activities include:

• RDA 2 loan Agreement to RDA 1 for the purposes of funding the RTC CitiCenter
acquisition
• Entering into a Memorandum of Understanding with Northern Nevada Urban
Development
• UNR Gateway development
• The development of a parking structure
• Lighting improvements on South Virginia Street from Plumb Lane to Liberty Street
• St Vincent's Residence Gould Street
• Autumn Village- 195 Gentry
Based upon the Council’s direction, these projects have the potential to be included as “Priority
Projects” for RDA 2. Additionally, when RDA 2 was formed, a provision was included in the
Redevelopment Plan to provide an eighteen percent (18 percent) set-aside of gross tax increment
collected in any year to fund affordable housing initiatives
Financial Implications: A potential financing mechanism identified by staff to fund projects in

RDA 2 involves the issuance of tax increment bonds for the RDA #2 project area. The basic
concept is as follows:
Issue approximately $12 million of tax increment bonds in the RDA #2 project area.
After deducting cost of issuance and reserve requirements, it is anticipated that
approximately $10 million of proceeds would be available for projects.
The first component of the conceptual financing plan consists of the issuance of tax increment
bonds for the RDA #2 project area. Currently, RDA #2 tax increment totals approximately $3
million, annually. Commitments against this amount include
Annual project area operations $ 550,000

Annual bond payment for Cabela's project $ 150,000
Annual loan payment for Fire Station #1 relocation $ 785,000
18% low/mod housing set aside $ 272,700
Total $1,757,700
This leaves approximately $1.3 million of tax increment available on an annual basis. However,
since RDA #2 is a relatively new project area with no previous market debt experience, it is
anticipated that the issuance of debt will require debt service coverage. Debt service coverage is
the amount over the annual debt service that bond purchasers require to provide them with a
cushion to ensure that the annual debt payments will be made. Staff anticipates a 1.5 times debt
service coverage for the RDA #2 bond issue. This means that revenue available to pay the
annual debt service must be at least 150 percent of the annual debt service. Consequently, with
approximately $1.3 million available, the maximum annual debt service amount would be
approximately $900,000. Under current market conditions and assuming a twenty year
repayment, this would equate to approximately $11.5 million of bond proceeds. After deducting
cost of issuance and reserve requirements, it is anticipated that approximately $10 million of
proceeds would be available for projects.
As with any bond issue, the final details, such as the interest rate, debt service coverage, and net
proceeds will not be known until the bonds are actually sold, which is anticipated to be in
November or December 2008. A fiscal consultant will have to be hired to provide the fiscal
analysis necessary to sell the bonds, in addition to the typical finance team members (financial
advisor and bond counsel, etc.)
It is important to note that this potential financing mechanism is being considered to fund 2
existing priority projects for RDA 1 at this time, the acquisition of the RTC CitiCenter site as
well as the construction of the White Water Course Extension project, which are also to be
considered at the City Council/Agency Board meeting of 7/16/08.
Finally, when reviewing what could be considered a priority project it is important to examine
the cost-benefits of projects. Staff has primarily focused on projects that will have the highest
return to the Agency through tax increment financing or in the case of affordable housing have
an impact on community well-being.
Legal Implications: None with this action.
Recommendation: Staff seeks additional direction from the City Council and Redevelopment
Agency and recommends the City Council and Agency Board: 1) establish Priority Projects for
RDA 2 and/or 2) direct Staff to develop a list of Priority Projects for RDA 2 for possible
adoption.
Proposed Motion: I move to:
1. Establish priority projects for RDA2 as follows: ____________
and/or
2. Direct staff to develop a list of priority projects for RDA 2 for

possible adoption.
Attachment A
STAFF REPORT
Agenda Item: B6
B.6
Understanding Between the Redevelopment Agency of the City of Reno and the Fitzgerald
Group to explore the feasibility of developing a project with the University of Nevada,
Reno.

James Graham, Economic Development Manager
Summary: A Memorandum of Understanding (MOU) between the Redevelopment Agency

and Fitzgerald Group is proposed for Board consideration to guide negotiations and to assess the
feasibility of developing a mixed used project that would encompass recreational facilities, retail,
housing, and offices. The 48 acres of property is currently owned by the Fitzgerald Group. If
deemed feasible, the Agency Board will be asked, at a later date, to enter into a Definitive
Agreement with the Fitzgerald Group to assist with various financial tools available to the
Redevelopment Agency. In addition, staff is asking for authorization to engage in further
discussions with the University of Nevada, Reno concerning the proposed project. Staff
recommends the approval the proposed MOU between the Redevelopment Agency of the City of
Reno and the Fitzgerald Group and authorization for staff to engage in further discussions with
the University of Nevada, Reno concerning the proposed project.
Discussion: The proposed MOU does not legally obligate either party in any manner except that
it is designed as a guide to determine the financial, managerial and operational feasibility of the
project and to assess which tools, if any, can be utilized by the Redevelopment Agency to aid in
the development of the proposed project. The Memorandum allows 120 days to determine if a
definitive agreement between the Redevelopment Agency and the Fitzgerald Group can be
reached. During the term of the Memorandum of Understanding the following activities will
take place:
1. The developer will conduct various studies such as marketing, soils,

seismic/environmental, financial feasibility, and design studies;
2. The Agency shall retain one or more consultants as well as utilize existing staff to
conduct financial, legal, operational, and managerial feasibility analysis;
3. The developer will deposit $200,000 in cash with the Redevelopment Agency to pay for
any costs, including staff expenses, incurred by the City and/or the Agency for the
preparation of studies and findings; and
4. The Fitzgerald Group has stated that it would contribute at least five acres of land to the
Agency and pay for construction of the development to further the Project after a
Definitive Agreement has been executed between all parties whose terms and conditions
shall govern development, construction and financing of the Project.
Financial Implications: All costs and expenses of the City and/or the Agency including and
without limitation, all legal, Agency and/or City staff, consultant fees and other related expenses
shall be paid for by the developer by utilizing a deposit. The developer will make four
installments in the amount of $50,000 each on or before July 16, 2008, August 1, 2008,
September 1, 2008 and October 1, 2008.
Legal Implications: The Memorandum of Understanding does not impose a binding obligation
on the Agency to grant any approvals or authorizations required for the project nor does it
obligate the developer to agree to any specific terms or obligations. This Agreement may be
terminated at any time by either party. Upon such termination or expiration of the 120 day term
without agreement of a Definitive Agreement, the Memorandum of Understanding shall become
null and void without further liability or obligation of either party.
Recommendation: Staff recommends approval of the proposed Memorandum of Understanding

between the Redevelopment Agency of the City of Reno and the Fitzgerald Group and
authorization for staff to engage in further discussions with the University of Nevada, Reno
concerning the proposed project.
Attachment: Memorandum of Understanding

ATTACHMENT
MEMORANDUM OF UNDERSTANDING
by and between
THE FITZGERALD GROUP
and the
REDEVELOPMENT AGENCY OF THE CITY OF RENO

This MEMORANDUM OF UNDERSTANDING (this “Agreement”) is entered into effective as of
______________ (“Effective Date”) by and among the REDEVELOPMENT AGENCY OF THE CITY OF
RENO (the “Agency”), and THE FITZGERALD GROUP, a Nevada corporation (the “Developer”). The
Agency and the Developer are hereinafter collectively referred to as the “Parties.”
WHEREAS, the Agency is a redevelopment agency formed, existing and exercising its powers
pursuant to the provisions of the Nevada Community Redevelopment Law, Nevada Revised Statutes
279.382 et. seq. (the “Agency Act”);
WHEREAS, the Developer owns property within the jurisdiction of the City of Reno (the
“Property”); andatporinbega
WHEREAS, the Developer anticipates expending funds to conduct certain studies that are needed
to assess the feasibility of the development and construction of the Project and requests that the Agency
enter into this Agreement prior to making such expenditures;
WHEREAS, at a meeting on June 16, 2008 between the Developer and the Agency, the Developer
stated that it would contribute at least five (5) acres of land to the Agency and pay for construction of the
development to further the Project after a Definitive Agreement (“Definitive Agreement”) has been
executed between all parties whose terms and conditions shall govern development, construction and
financing of the Project; and
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows.
Section 1. Negotiation of Definitive Agreement. The Parties shall use reasonable efforts to
negotiate a Definitive Agreement which shall describe the terms and conditions governing development of
the Project on the Property. The Parties shall use reasonable efforts to obtain any third-party consent,
authorization, approval, or exemption required in connection with the transactions contemplated hereby.
This Agreement does not impose a binding obligation on the Agency or the City to approve a Definitive
Agreement or grant any approvals or authorizations required for the Project. In addition, this Agreement
does not obligate the Parties to agree to any specific terms or obligations.
Section 2. Term The term of this Agreement (the “Term”) shall commence on the Effective
Date, and shall terminate one hundred eighty (180) days thereafter, unless extended or earlier terminated
as provided herein. The Term may be extended for up to a maximum of hundred eighty days (180)
additional day term upon the mutual written agreement of the Developer, the Agency acting through and in
the discretion of its Executive Director/City Manager.
Section 3. Relationship of the Parties. The Parties agree that nothing in this Agreement shall
be deemed or interpreted to create between them the relationship of lessor and lessee, of buyer and seller,
or of partners or joint venturers.
Section 4. Intentionally Left Blank.
Section 5. Deposit. In consideration for this Agreement and the costs the Agency will incur
including the cost of Agency and City of Reno staff in furtherance of this Agreement and the expense of
negotiating a Definitive Agreement, the Developer shall, with the execution of this Agreement by the
Agency and the City of Reno, submit to the Agency a good faith deposit (“Deposit”) in the amount of Two
Hundred Thousand Dollars ($200,000). The Deposit shall be in the form of cash and shall be paid by the
Developer to the Agency in four (4) equal installments each in accordance with the time period set forth in
the Schedule, attached hereto as Exhibit A. The Agency shall put the Deposit in an interest bearing account
and such interest, when received by the Agency, shall become part of the Deposit. If performance of this
Agreement results in execution of a Definitive Agreement, the disposition of the Deposit shall be as further
set forth in the Definitive Agreement. If this Agreement is terminated pursuant to Section 17, any remaining
balances of the Deposits, after payment of expenses incurred by the Agency and the City of Reno pursuant
to Section 11 of this Agreement, shall be returned by the Agency to the Developer.
Section 6. The Project. The negotiations hereunder this Agreement and in pursuit of a
Definitive Agreement shall be based on the development consistent with the following elements:
(a) Flat Field Facilities. Facilities that would enable the execution of such sports such as but
not limited to soccer, football, lacrosse, outdoor track/field and rugby; and
(b) In-Door Multi-Purpose Sports Facility. A facility or facilities that would accommodate the
execution of a variety of sporting events such as, but not limited to indoor track and field, indoor tennis,
gymnastics, hockey, figure skating, speed skating, curling basketball, volleyball, batting cages, wrestling,
and martial arts under one roof within a common structure or within a complex of adjoined or adjacent
buildings; and
(c) Aquatic Center. Facility(ies) that would house Pools co-located with multi-generation
recreation centers to increase usage and cost recovery. Multi-generation centers are recreation centers for
all ages with amenities such as pools, classrooms, fitness rooms, gymnasiums, suspended jogging tracks,
locker rooms, and kitchen space; and
(d) Student Housing. Development and construction of a variety of student housing options
from rental apartments to condo style to time share type facilities; and
(e) Retail Development. Development and construction of a variety of eateries and other retail
options catering to the concept of sporting outdoor and indoor for all ages with stores, entertainment
facilities, restaurants, and office space.
Section 7. Developer’s Studies. During the Term, the Developer shall use its best
reasonable efforts to prepare, at the Developer’s expense, any studies, surveys, plans, specifications and
reports (“Developer’s Studies”) the Developer deems necessary or desirable in Developer’s sole
discretion, to determine the suitability of the Property for the Project. Such studies may include, without
limitation, title investigation, relocation analyses, marketing, feasibility, soils, seismic and environmental
studies, financial feasibility analyses and design studies.
Section 8. Studies and Analysis. The Agency shall retain one or more consultants and legal
expertise to prepare feasibility studies and/or legal analysis that it deems, in its sole discretion, necessary
to assist it with any strategies to gather information or obtain approvals for endeavors to further the project.
The Agency may expend the Deposit for costs incurred for the preparation of any study, analysis and/or
findings legal and/or financial associated with the development of the project as well as the cost of Agency
and/or City of Reno Staff involved in furthering studies, reports, and/or analysis.
Section 9. Developer’s Financial Information, Pro Forma and Evidence of Financing. Within
the time period set forth in the Schedule, attached hereto as Exhibit A, the Developer shall provide financial
information satisfactory to the Agency through private consultants hired by the Agency to ascertain the
Developer’s financial wherewithal to be initially and substantially engaged in the development of the project
referred to in Section 6. Also, within the time period set forth in the Schedule, attached hereto as Exhibit B,
the Developer shall obtain financing commitments from prospective lenders or financing partners for each
component of the Project specified in Section 6, in form and substance satisfactory to the Agency, and shall
provide evidence satisfactory to the Agency through its private consultants that the Developer has secured
binding commitments, subject only to commercially reasonable conditions, for all funding necessary for the
successful completion of each phase of the Project. The Agency nor the City shall not seek approval of the
Definitive Agreement from their respective governing bodies unless and until Developer has provided both
financial information of his/her financial wherewithal and project pro forma for each phase of the Project
that confirms the financial feasibility of Developer’s proposed redevelopment of the Property.
Section 10. Full Disclosure. The Developer is required to make full disclosure to the Agency of
its principals, officers, major stockholders, partners or members; joint venturers; negotiators; development
managers; consultants and directly involved managerial employees (collectively, “Developer Parties”); and
all other material information concerning the Developer. Any change in the identity of the Developer shall
be subject to the approval of the Agency, which shall not be unreasonably withheld. The Developer shall
make and maintain full disclosure to the Agency of its methods of financing to be used in the development of
the Property.
Section 11. Expenses. All third-party costs and expenses of the Agency (including, without
limitation, all legal, Agency staffing and/or consultant fees and other related expenses) incurred in
connection with this Agreement and the activities contemplated hereby shall be paid from the Deposit. To
the extent the costs of the Agency exceed the amount of funds available from the Deposit, the Developer
shall within five (5) days of receipt of notice from the Agency provide additional funds to the Agency in the
amount of Fifty Thousand Dollars ($50,000), which amount shall be added to the Deposit, to pay for any
such additional costs or expenses. The Agency, as the case may be, shall consult with the Developer with
respect to third-party costs and expenses and shall submit to the Developer for its review copies of all
invoices for third-party costs and expenses to be paid from the Deposit.
Section 12. Execution of Definitive Agreement. If the Parties successfully negotiate a

Definitive Agreement, staff shall recommend approval of the Definitive Agreement to the governing bodies.
Neither the Agency nor the City shall have any legal obligation to grant any approvals or authorizations for
the Project until the Definitive Agreement has been approved by their respective governing bodies.
Section 13. Termination. The City and/or Agency may terminate this Agreement with or
without cause at any time by giving written notice to the Developer. The Developer may terminate this
Agreement with or without cause at any time by giving written notice to the Agency. No Party shall have
the right to seek an award of damages as a result of the termination of this Agreement pursuant to this
Section.
Section 14. Effect of Termination. Upon termination as provided herein, or upon the expiration
of the Term and any extensions thereof without the Parties having successfully negotiated a Definitive
Agreement, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the
part of either of the Parties or their respective officers, employees, agents or other representatives;
provided however, the provisions of Section 11 (Expenses), Section 20 (Indemnity) shall survive such
termination.
Section 15. Notices. Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement 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. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) 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;
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified
mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission
thereof. Any notice given by facsimile shall be considered to have been received on the next business day
if it is received after 5:00 p.m. recipient’s time or on a non-business day.
Agency : Redevelopment Agency of the City of Reno

One East First Street, Suite 700
Reno, Nevada 89505
Attn: Redevelopment Administrator
Phone: 775-334-2077
Fax: 775-334-3124
Developer: Rob Fitzgerald

1180 W. Peckham Lane
Reno, NV 89509
Phone: (707) 483-4016
Fax: (775) 825-9545
Section 16. Indemnification. The Developer hereby covenants, on behalf of itself and its
permitted successors and assigns, to indemnify, hold harmless and defend the Agency and its respective
elected and appointed officials, officers, agents, representatives and employees (“Indemnitees”) from and
against all claims, costs (including without limitation reasonable attorneys’ fees and litigation costs) and
liability, arising out of or in connection with this Agreement provided however, Developer shall have no
indemnification obligation with respect to the gross negligence or willful misconduct of any Indemnitee, or
any actual breach of agreement or applicable law by any Indemnitee.
Section 17. Severability. If any term or provision of this Agreement or the application thereof
shall, to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining
terms and provisions of this Agreement or the application of such terms and provisions to circumstances
other than those as to which it is held invalid or unenforceable unless an essential purpose of this
Agreement would be defeated by loss of the invalid or unenforceable provision.
Section 18. Entire Agreement; Amendments In Writing; Counterparts. This Agreement
contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements and understandings, oral and written, between the Parties with
respect to such subject matter. This Agreement may be amended only by a written instrument executed by
the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each
of which shall be an original and all of which together shall constitute one agreement.
Section 19. Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided
however, that neither Party shall transfer or assign any of such Party’s rights hereunder by operation of law
or otherwise without the prior written consent of the other Party, and any such transfer or assignment
without such consent shall be void. Subject to the immediately preceding sentence, this Agreement is not
intended to benefit, and shall not run to the benefit of or be enforceable by, any other person or entity other
than the Parties and their permitted successors and assigns.
Section 20. Captions. The captions of the sections and articles of this Agreement are for
convenience only and are not intended to affect the interpretation or construction of the provisions hereof.
Section 21. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
Section 20. Subject to Applicable Laws. The Parties shall comply with all applicable and
material statutes, ordinances, laws, rules, regulations and requirements under Federal, State, City
and other local authority applicable to the terms and conditions of this Agreement (collectively,
“Law” or “Laws”). All terms and conditions of this Agreement shall be subject to all applicable
Laws and to the extent that any term or condition is in violation of any applicable Law, such term or
condition shall be void and unenforceable. The Developer acknowledges that the City and Agency
have certain obligations under the Law including, but not limited to, the requirement that public
notice and hearing be afforded for certain actions and that findings and determinations of fact be
made. Nothing in this Agreement is intended to prejudge or prejudice those findings and
determinations. Any conflict between the provisions of this Agreement and any present or future
lawful exercise of the City's legislative prerogative shall be resolved in favor of the latter.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
REDEVELOPMENT AGENCY FITZGERALD GROUP

OF THE CITY OF RENO
By: _______________________________ By: ______________________________

Robert Cashell Rob Fitzgerald
Chairman President
ATTEST: ATTEST:
By: ___________________________ By: ___________________________

Agency Secretary Mark Bruce, Esq.
Attorney
APPROVED AS TO FORM:
By: _________________________________
City Attorney
EXHIBIT A
SCHEDULE
ACTION DATE
1. Execution and Delivery of Agreement July 15, 2008

by Developer. The Developer shall execute
and deliver this Agreement to the Agency.
2. Execution of Agreement by Agency July 17, 2008

The Agency shall each consider authorizing
execution of this Agreement, and if so
authorized, the Agency shall execute and
deliver this Agreement to the Developer.
3. Opening of Escrow; Deposit. The July 16, 2008 – deposit $50,000

Developer shall deposit $200,000 with the Aug. 1, 2008 – deposit $50,000
Agency. (Section 5) Sept. 1, 2000 – deposit $50,000
Oct. 1, 2008 deposit $50,000
4. Submission – Financial Information. No later than 30 days from the

The Developer shall submit to the Agency Effective Date of this Agreement
through its private consultants financial
documentation on the Developer’s financial
wherewithal as it relates to his/her ability to be
engaged in the development of this Project.
(Section 9)
5. Submission – Pro-Formas. . The No later than 100 days from the

Developer shall submit to the Agency through Effective Date of this Agreement
its private consultants project pro-formas in
form and substance satisfactory to the Agency
based on each component of the Project
(Section 9)
6. Submission – Evidence of Financing. The No later than 120 days from the
Developer shall submit to the Agency through Effective Date of this Agreement
its private consults evidence of financing of
each component of the Project confirming the
financial feasibility of the Project. (Section 9)
7. Submission – Definitive Agreement for No later than 180 days from the
Approval. Submission of Definitive Agreement, Effective Date (unless extended
executed by the Developer, to Agency Board pursuant to Section 2 of this
for consideration and approval. (Section 1) Agreement)
STAFF REPORT
Agenda Item: B7
To: Chairman and Agency Board Members Date: 7-16-2008
B.7
Subject : Staff Report: Approval of the transfer of ReTRAC properties from City of Reno
to Redevelopment Agency and discussion and authorization of RDA to negotiate and enter
into agreements with Siena Communities / Freight House District, LLC and John Stanley
Shane, Jr. for the transfer and sale of ReTRAC parcels known as APN 008-370-03, 04, 05,
10, 12 and 008-381-13 and 31.

Anne DeBolt, Property Program Manager
Summary: Council is asked to approve the transfer of seven ReTRAC parcels (APNs 008-370-
03, 04, 05, 10, 12, and APNs 008-381-13 and 31) from the City of Reno to the Redevelopment
Agency; and Council is asked to authorize Redevelopment staff to negotiate and enter into
agreements with Siena Communities / Freight House District LLC and John Stanley Shane, Jr.
for the transfer and sale of ReTRAC parcels known as APN 008-370-03, 04, 05, 10, 12 and 008-
381-13. Staff recommends the City Council and Redevelopment Agency Board approve the
transfer of the seven ReTRAC properties from the City of Reno to the Redevelopment Agency
and enter into agreements for the sale of these properties to Siena Communities / Freight House
District LLC and John Stanley Shane, Jr..
Background: As part of the DDA for the AAA Baseball Project, Siena Communities / Freight
House District LLC property exchange, there are two industrial parcels that are scheduled to be
transferred to Siena Communities/Freight House District LLC located on Commercial Row,
West of Sutro Street. Siena Communities / Freight House District LLC now wants to purchase a
portion of APN 008-370-12, the +/- 15,000 square feet of property between the Commercial Row
properties and Sutro Street to make a full block available for their development. This portion of
property is currently owned by the City and is one of seven ground leases held by John Stanley
Shane Jr. and Reno Salvage Company. Mr. Shane, the ground lessee of all seven of the above
properties, has agreed to allow the City to terminate all the leases if he can purchase the five
properties he leases from the City of Reno located on the North side of the tracks. This would
make APN 008-370-12 available to sell to Siena Communities / Freight House District LLC.
The remaining parcel, APN 008-381-31, would be available for potential sale or lease to Waste
Management, Inc, which owns property on the South side of Commercial Row.
Mr. Shane as Reno Salvage Company has had ground leases on the five North side properties for
approximately 50 years. Mr. Shane is the owner of all improvements on these City-owned
properties. These five properties show evidence of environmental contamination. Mr. Shane is
aware that he will be assuming this liability on the properties he is buying. Reno Salvage has
also had long term ground leases on the two properties on the South side of the tracks. These
two properties show no evidence of environmental contamination in reports prepared for the
transfer of the property from UPRR to the City.
Discussion: In order to close a final part of the AAA Baseball project, Siena Communities /
Freight House District LLC would like to buy the westerly portion of the City-owned ground
leased property known as APN 008-370-12. The approximately +/- 15,000 square feet portion
Siena Communities / Freight House District LLC wants to buy is directly adjacent to the two
industrial properties that are to be traded as part of the DDA and would allow Siena
Communities / Freight House District LLC to build on the full block. In addition, Siena
Communities / Freight House District LLC would like a ninety (90) day option to purchase the
remaining portion of APN 008-370-12 located on the East side of Sutro Street. The two parcels
on the South side of the tracks have been appraised at $7.00 per square foot because of their
location and access.
Mr. Shane has agreed to the termination of his two long-term leases on the South side of the
tracks if the Redevelopment Agency sells the North side ground leased properties to him at their
appraised value of $6.00 per square foot (150,000 square feet) for a total purchase price of
$900,000.
Financial Implications: All proceeds from the sale of these properties would be applied to the
ReTRAC revenue bond.
Recommendation: Staff recommends the City Council and Redevelopment Agency Board
approve the transfer of the seven ReTRAC properties from the City of Reno to the
Redevelopment Agency and enter into agreements for the sale of these properties to Siena
Communities / Freight House District LLC and John Stanley Shane, Jr.

STAFF REPORT
Agenda Item: B8
B.8
Subject : Staff Report: Discussion, direction, and possible approval of the financing plan
to acquire the RTC Site and/or construct the White Water Park Extension Project.
From: Andrew Green, Finance Director

Mark Lewis, Redevelopment Director
Summary: At the meeting of July 2, 2008, the City Council and Redevelopment Agency Board
approved the Purchase and Sale Agreement for the RTC CitiCenter site contingent upon the
approval of an acceptable financing plan. Two options are presented for City Council/Agency
Board consideration to move forward with the RTC CitiCenter purchase as well as to provide
funding for the White Water Park Extension Project. Staff recommends that Council and
Agency Board: (i) approve the financing plan for the acquisition of the RTC site and/or the
construction of the White Water Park Extension project; and (ii) authorize staff to hire a
financing team of consultants to complete the issuance of tax increment bonds for the RDA #2
project area.
Previous Council/Agency Board Action: July 2, 2008 – City Council/Agency Board approved
a Purchase and Sale Agreement to acquire the RTC Citicenter site and directed staff to complete
the analysis of the options acquire the RTC site and fund the White Water Park Extension project
for presentation at the July 16, 2008 meeting.
Background: Included in the Council’s priority projects is the acquisition of the RTC site
located to the west of the National Bowling Stadium site, and the White Water Park Extension
project. The original funding identified for acquisition of the RTC site was changed through a
combination of reallocations by the Council and negotiations with RTC. The White Water Park
Extension project is being considered as a result of a Council directed concept change from a
previous water quality river project. As a result, staff has researched alternative financing
methods to fund these projects.
Discussion: Given the current economic climate and its impact on overall city finances, it has
been difficult to identify funding alternatives. However, two options are presented for Council
consideration to move forward with these two Council priority projects. Both options involve
the use of RDA #2 bond proceeds. Staff has verified with bond counsel and the City Attorney’s
office that either option can be exercised legally, after the Council makes certain findings.
Under both options, RDA #2 would issue debt supported by available tax increment. Under one
option, bond proceeds would be loaned to RDA #1. Under the other option, bond proceeds
would be used to purchase the RTC site. This makes available the $2.5 million of funds
currently set aside to help acquire the RTC site to be used to help complete the White Water
Extension project. The remaining gap could be included in the funding which will be identified
for various recreation projects throughout the City.
One potential financing mechanism identified by staff to fund the RTC site acquisition and
construction of the White Water Park Extension project involves the issuance of tax increment
bonds for the RDA #2 project area and loaning approximately $8.1 million of the proceeds to
fund the amounts necessary for these two Council priority projects. The basic concept is as
follows:
Issue approximately $12 million of tax increment bonds in the RDA #2 project area.
After deducting cost of issuance and reserve requirements, it is anticipated that
approximately $10 million of proceeds would be available for projects.
Loan approximately $8.1 million of the proceeds to RDA #1 to fund the $4.1 million
gap in funding for the RTC site acquisition and $4 million for the White Water Park
Extension project.
The first component of the conceptual financing plan consists of the issuance of tax increment
bonds for the RDA #2 project area. Currently, RDA #2 tax increment totals approximately $3
million, annually. Commitments against this amount include
Annual project area operations $ 550,000

Annual bond payment for Cabela's project $ 150,000
Annual loan payment for Fire Station #1 relocation $ 785,000
18% low/mod housing set aside $ 272,700
Total $1,757,700
This leaves approximately $1.3 million of tax increment available on an annual basis. However,
since RDA #2 is a relatively new project area with no previous market debt experience, it is
anticipated that the issuance of debt will require debt service coverage. Debt service coverage is
the amount over the annual debt service that bond purchasers require to provide them with a
cushion to ensure that the annual debt payments will be made. Staff anticipates a 1.5 times debt
service coverage for the RDA #2 bond issue. This means that revenue available to pay the
annual debt service must be at least 150 percent of the annual debt service. Consequently, with
approximately $1.3 million available, the maximum annual debt service amount would be
approximately $900,000. Under current market conditions and assuming a twenty year
repayment, this would equate to approximately $11.5 million of bond proceeds. After deducting
cost of issuance and reserve requirements, it is anticipated that approximately $10 million of
proceeds would be available for projects. As with any bond issue, the final details, such as the
interest rate, debt service coverage, and net proceeds will not be known until the bonds are
actually sold, which is anticipated to be in November or December 2008. A fiscal consultant
will have to be hired to provide the fiscal analysis necessary to sell the bonds, in addition to the
typical finance team members (financial advisor and bond counsel, etc.)
The second component of the conceptual financing plan consists of a loan from RDA #2 to RDA
#1 of approximately $8.1 million to fund the $4.1 million gap in funding for the RTC site
acquisition and $4 million for the White Water Park Extension project. Completing these two
projects will provide some direct benefit to the RDA #2 project area. This direct benefit is
estimated at 20% with respect to the RTC site acquisition and 25% with respect to the White
Water Park extension project. These estimates were developed by RDA staff.
In addition, the White Water Park Extension project is anticipated to enhance water quality and
aquatic habitat within the Truckee River through the downtown area. As a result, it is estimated
that 30% of the value of the project will waste loading parameters of sewer treatment and help
meet project costs. This proportionate funding could be derived from grants that fund water
quality enhancement projects or the sewer enterprise fund. Each area would pay its share of the
loan based on the benefit received. The estimated annual payments would be as follows:
RDA #1 $ 35,000 (year 1); $350,000 (yr 2); $440,000 (yr 3) $497,000 (through
yr 20)
RDA #2 $ 460,000 (beginning in year 1)
Sewer Fund $ 302,000 (beginning in year 1)
RDA #1 would repay the loan from increased increment prior to 2028 which is the end of the
project area life. Since this loan would be an inter-agency loan it should not violate convents of
the outstanding RDA #1 bonds. Currently, in addition to the annual operation and outstanding
debt service costs of approximately $6.2 million, there is annual commitment resulting from the
AAA Baseball project DDA in RDA #1. Under the DDA, increases in revenues, within the
newly created baseball district, (excluding operations and debt service requirements existing at
the time the DDA was signed), up to $2 million annually, has to be paid to the AAA Baseball
project developers for 20 years. The baseball district generates approximately 20% of the tax
increment within RDA #1 and approximately 5% within RDA #2.
Based on these commitments and assuming a 4% annual growth of tax increment, RDA #1
would be able to make payments beginning in the first year. The first payment, however, would
only be in the amount of $35,000. RDA #1 could begin full payments by the 2012 and could
have the loan totally repaid by 2019. The interest rate on the loan would be 6%. Since the RTC
site would be given to the AAA baseball developer, it would not be available to secure the loan.
Consequently, the backup security would have to be the General Fund if RDA #1 is unable to
repay the loan. Loan agreements between RDA #1, RDA #2, and the City would be presented to
Council in early October along with the RDA #2 debt issuance authorization documents.
Another option for consideration is to have RDA #2 issue debt and purchase the site for the
entire $6.6 million. Under this option there would not be a loan from RDA #2 to RDA #1. The
site would be owned by RDA #2 and discussions concerning its disposition to the AAA baseball
developer would include RDA #2. This would make the $2.5 million currently allocated toward
the purchase of the RTC site available to help fund the White Water Park Extension project. The
remaining cost of approximately $1.5 million to complete the White Water Park Extension
project could be part of the recreation project funding program. It is estimated that funding
would be required by fall 2008 for the White Water Park Extension project to be completed by
the fall 2010. This will provide time to finalize the recreation project funding program while
proceeding with the acquisition of the RTC site, which is needed by September 2008.
In addition to the options presented, the City Council also has the option to use General Funds to
fund the projects identified.
Financial Implications: Under either option, RDA #2 would issue 20-year debt to be repaid
from available tax increment.
Recommendation: Staff recommends Council and Agency Board: (i) approval of the
[preferred option] to fund the acquisition of the RTC site and/or the construction of the White
Water Park Extension project; and (ii) authorization to staff to hire a financing team of
consultants to complete the issuance of tax increment bonds for the RDA #2 project area.
Proposed Motion: I move to approve the [preferred option] and the staff recommendation.

Staff Reports For July 16 Meeting

Enviado por

Dados do documento

Título original

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

Staff Reports For July 16 Meeting

Enviado por

Direitos autorais:

Formatos disponíveis

CITY OF RENO

A.0 *ROLL CALL

A.1 APPROVAL OF THE AGENDA - July 16, 2008.

A.2 APPROVAL OF MINUTES - June 25, 2008 and July 2, 2008.

B.0 STANDARD DEPARTMENT ITEMS

B.2 Staff Report: Discussion, direction and potential approval of a Memorandum of

B.3 Staff Report: Discussion, direction and potential approval of a Memorandum of

B.4.1 First Amendment to Stadium Lease Agreement

B.6 Staff Report: Discussion, direction and potential approval of a Memorandum of

Thru: Charles McNeely, Executive Director

From: Mark Lewis, Redevelopment Administrator

Proposed District List

STAR Bond Process

Motion: I move to approve the staff recommendation.

Thru: Charles McNeely, Executive Director

From: Mark Lewis, Redevelopment Administrator

Proposed Motion: I move to approve the staff recommendation.

L3 Development CO., LLC,

REDEVELOPMENT AGENCY OF THE CITY OF RENO

Section 5. The Project. The negotiations hereunder shall be based on a development

Section 11. Execution of Definitive Agreement. If the Parties successfully negotiate a

(i) personal delivery, in which case notice is effective upon delivery;

Agency : Redevelopment Agency of the City of Reno

City: City of Reno

Developer: L3 Development Co., LLC

Section 17. Entire Agreement; Amendments In Writing; Counterparts. This Agreement

[Remainder of page intentionally blank]

REDEVELOPMENT AGENCY CITY OF RENO

By: _______________________________ By: ______________________________

By: ___________________________ By: ___________________________

APPROVED AS TO FORM: APPROVED AS TO FORM:

By: _________________________________ By: _________________________________

L3 Development Co., LLC, a Nevada limited liability

1. Execution and Delivery of Agreement by July 16, 2008

2. Execution of Agreement by City and July 16, 2008

3. Opening of Escrow; Deposit. The Effective date - $50,000 (1st installment)

Thru: Charles McNeely, Executive Director

From: Mark Lewis, Redevelopment Administrator

Previous Council Action:

Previous Council Action for Project Area “A”:

Previous Council Action for Project Area “B”:

Recommendation: Staff recommends approval of the proposed Memorandum of Understanding

Proposed Motion: I move to approve the staff recommendation.

Attachment 1) Memorandum of Understanding

Thru: Charles McNeely, Executive Director

B.4.1 First Amendment to Stadium Lease Agreement

From: Mark Lewis, Redevelopment Administrator

Item B.4.1 First Amendment to Stadium Lease Agreement

Staff recommends the Agency Board approve the attached Amendments.

 382,200 annual baseball attendance, annually

 11,466 new overnight visitors to Washoe County, annually

 $3.684 million in new expenditures from local residents, annually

 $1.095 million in new expenditures from visitors, annually

 15,364 new lodging room nights generated by visitors, annually

 283 “ongoing” jobs created by the baseball stadium

 $19.4 million in “on-going” economic impacts by the baseball stadium

On August 29, 2007, the City Council/Agency Board approved a Memorandum of

I. First Amendment to Stadium Lease Agreement

II. Amendment to Disposition and Development Agreement (Baseball Stadium)

III. First Amendment to Ground Lease Agreement

IV. Memorandum of Amendment to Ground Lease

V. Memorandum of Amendment to Disposition and Development Agreement

Memorandum of Amendment to Disposition and Development Agreement (Baseball Stadium) to

By: _ By:

By: _ By: _

By: _ By: _

382,200 annual baseball attendance, annually

11,466 new overnight visitors to Washoe County, annually

$3.684 million in new expenditures from local residents, annually

$1.095 million in new expenditures from visitors, annually

15,364 new lodging room nights generated by visitors, annually

283 “ongoing” jobs created by the baseball stadium

$19.4 million in “on-going” economic impacts by the baseball stadium

Annual project area operations $ 550,000

By: _ By:

By: _ By: _

Annual project area operations $ 550,000