HomeMy WebLinkAbout2016/02/23 Item 11 ��� City of Chula Vista
CHU�LAVISfA Staff Report
File#: 16-0101, Item#: 11.
CONSIDERATION OF APPROVING A TRANSFER AND OPERATING AGREEMENT BETWEEN
THE UNITED STATES OLYMPIC COMMITTEE (USOC) AND THE CITY
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A
TRANSFER AND OPERATING AGREEMENT BETWEEN THE UNITED STATES OLYMPIC
COMMITTEE (USOC) AND THE CITY OF CHULA VISTA (CITY) PROVIDING FOR USOC
TRANSFER TO CITY OF THE CHULA VISTA OLYMPIC TRAINING CENTER PROPERTY AND
FACILITIES, AND CITY OPERATION OF THE FACILITY WITH THE USOC AS ITS PRIMARY
TENANT FOR A PERIOD OF FOUR YEARS (WITH EXTENSIONS)
RECOMMENDED ACTION
Council adopt the resolution.
SUMMARY
In 2014, the United States Olympic Committee ("USOC") approached the City to inquire if the City
would be interested in taking title to the Chula Vista Olympic Training Center ("CVOTC") land and
improvements and to continue operating the facility as a USOC Training Site. Negotiations
commenced and in June 2015, the City and the USOC entered into a memorandum of understanding
to establish exclusive negotiating terms and to establish preliminary terms and a framework for
creating final terms and conditions for transfer. The City's negotiating team has been working
diligently to develop the terms, conditions and framework for the proposed transfer. This action brings
forward for the Council's consideration and approval substantially final forms of the transfer and
operating agreements. The agreements presented are consistent with the terms approved by the
Council on February 9th. Staff is still working on the Operator Agreement and the Housing
Development Agreement for the Center. These are expected to come back to the Council for
consideration and approval prior to March 31 s'
ENVIRONMENTAL REVIEW
Environmental Notice
The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality
Act ("CEQA") State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no
environmental review is required.
Environmental Determination
The Director�of Development Services has reviewed the proposed for compliance with CEQA and
has determined that the activity is not a "Project° as defined under Section 15378 of the California
Environmental Qualiry Act State Guidelines because the activity consists of approval of proposed
business terms for transfer and operating agreements for the USOC site, and does not involve a
potentially significant physical impact on the environment. Therefore, pursuant to State Guidelines
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Section 15060(c)(3) no environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
The Chula Vista Olympic Training Center is the first USOC training center to be master-planned from
the ground up and is dedicated to the development and performance of America's future Olympic
Athletes. The Olympic Training Center was opened in 1995 and operates under a declaration of
Covenants, Conditions and Restrictions specific to operating an Olympic Training Center for training
in Olympic Sporting Events or other similar athletic or sporting events excluding professional-for-profit
sports teams as a primary use and other uses reasonably related to such athletic training, including
without limitation, educational or recreational uses; exhibits, touring, visitors center, gift shops, athlete
housing, dining hall, offices, concessions, restaurant and snack shops.
The Chula Vista Olympic Training Center rests on a 155-acre complex adjacent to the Lower Otay
Reservoir and has benefited thousands of Olympic hopefuls, local youth, numerous community
groups and countless visitors from around the globe. Thousands of student-athletes and coaches
also gain access to the Chula Vista Olympic Training Center for clinics and competitions when
venues are not being utilized by Olympic athletes-in-training. Current resident athletes include
Archery, Rugby, Track & Field and Paralympic Track & Field. Other frequent users include Beach
Volleyball, BMX, Canoe/Kayak, Cycling, Field Hockey, Rowing, Soccer, Tennis and Triathlon.
In 2014, the USOC approached the City to inquire if the City would be interested in taking title to the
CVOTC land and improvements and to continue operating the facility as a USOC Training Site.
Negotiations commenced and, in June 2015, the City and the USOC entered into a memorandum of
understanding (MOU) to establish exclusive negotiating terms and to establish preliminary terms and
a framework for creating final terms and conditions for transfer. The MOU was extended in
September 2015. During the initial period of negotiation, the City and USOC entered into an
agreement with JMI Sport to do a feasibility study for the potential transfer of the CVOTC. As a result
of the JMI study and with further analysis conducted by the City and USOC, an operating model has
been developed that will allow the City to continue operation of the CVOTC, (to be known as the,
"Chula Vista Elite Athlete Training Center°) as an Olympic and Paralympic Training Site with other
uses and events reasonably related to sports consistent with the CC&R's. The model includes the
construction of additional athlete dorms, creation of a non-profit oversight entity and selection of a
third-party operator to minimize risk to the City's general fund.
In July 2015, the City issued a Request for Expressions of Interest (RFEI) for an operator. Eleven
potential operators responded. Through a series of evaluations, the City and the USOC narrowed
the selection and ultimately selected the Point Loma Trust (PLT) as our preferred operator. PLT was
selected because of their experience with operating high quality spoRs facilities, buildings, residence
halls and dining facilities; understanding the need to market the Center for additional revenue
generation that complements the core business such as international relations, grass root camps,
hosting additional NGB's, spoR and teambuilding clinics; existing investment in Chula Vista with their
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relationship with South Western College; acceptance and desire to embrace and promote the vision
of the City and the USOC regarding the Olympic movement and support of the Elite Athletes training
at the Center; desire to exceed the expectations of USOC and City of Chula Vista; desire to maintain
or enhance service levels for Easton Archery Center of Excellence; willingness to bear risk of
operation deficits.
The key terms of the "Transfer" and "Core" operating agreements with USOC are summarized below.
A number of"Notes" are also provided to explain how these provisions are expected to be
implemented.
Transfer Aqreement:
1. Prooertv to be Transferred [Recitals and Section 1]
a. USOC will transfer to City the land, facilities, fields and equipment comprising the Chula
Vista Olympic Training Center ("CVOTC") (approximately 155 acres; 150 owned, 5 leased).
b. The transfer will include an assignment of all leases and contracts. Although final terms
are still being worked out, the assignment of contracts is expected to include all agreements
pertaining to the Easton Archery Center (approximately 11 acres), and the Otay Lakes
Boathouse (approximately 5 acres). The Easton agreements are discussed further in Section
5.d, below.
c. City will take fee title to the CVOTC in its "AS IS" condition, subject to City approval
after City completes its "due diligence" (See Section 3.a., below).
2. Purchase Price [Recitals and Section 2]
One Dollar.
3. Conditions to Close [Section 4]
As "conditions to close" for the Ciry's benefit, the foliowing items must be completed to the
City's satisfaction by on or before March 31, 2016. If any condition is not satisfied, City has
the option to terminate all agreements.
a. Due Diligence. City has the right to review and approve (or disapprove) the physical
and legal condition of the Property.
Note: City due diligence process will include: (i) a Phase I hazardous materials
assessment of the Property (plus a Phase II if required); (ii) an inspection and evaluation of
the condition of key facilities and equipment; (iii) review of all reports, contracts and other
written materials regarding the CVOTC provided by the USOC; and (iv) review of a
Preliminary Title Report. No material issues/concerns have been identified to date.
b. Operator Contract. City shall have entered into an agreement with Point Loma Trust
("PLT") on terms satisfactory to the City for the operations of the Facility.
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Note: City is currently negotiating the terms for this "Operator Agreement" with PLT. An
outline of key terms to be addressed in this agreement is provided in a separate Section to
this report, below.
c. Housing Agreement. Ciry shall have entered into a contract for the development of a
one hundred bed coach/athlete housing facility, with delivery by on or before July 1, 2017.
Note: City staff has agreed to terms with developer Baldwin 8 Sons ("Developer") for the
development of these units and is now preparing final agreements for City Council
consideration. Terms include: (i) construction by Developer at Developer's sole cost of a
100 bed athlete/coach dormitory style facility, and a stand-alone locker/shower day-use
facility, all configured and designed to City/USOC specifications ("Project"); (ii) a Project
delivery date for the housing component of July 1, 2017, with incentives for timely
performance; and (iii) in consideration for Developer's delivery of the Project, a
proportionate offset of Developer's affordable housing requirements in Otay Ranch Village
2. Such offset will be consistent with terms of the City's recently updated affordable
housing Balanced Communities Policy.
4. Transfer Date [Recitals and Section 3.2]
December 31, 2016.
5. Other Provisions
a. City Pays Escrow and Title Fees. The City shall bear all costs and expenses of Escrow
and Title Insurance. These expenses are estimated at $20,000 and shall be paid at Closing.
[Section 7]
b. USOC's Reps and Warranties. USOC makes various representations and warranties
regarding the CVOTC, including no knowledge of violations of laws, including hazardous
materials laws, or pending litigation. Otherwise, the City is taking the property `AS
IS.° [Sections 9 and 10�
c. Third Party Approvais. No third party approvals have been identified as required for the
transfer of the primary CVOTC property; however, the original property owner, Eastlake
Development Company, and the original projecYs development partner, the San Diego SpoRs
Foundation, are expected to be consulted with prior to the closing. [Section 4.1.1�
d. Easton Archery Center. The transfer of the Easton Archery Center lease and Housing
Agreement from USOC to City requires the approval of the Easton Archery Foundation
("EAF"). Given the changed circumstances, EAF has indicated its desire for some
modifications and clarifications of existing agreements as a condition to its approval. These
include: (i) retention by USOC of certain approval rights over archery athletes and coaches; (ii)
conversion of certain approval standards for EAF access to CVOTC facilities from "sole" to
"reasonable" discretion"; (iii) increased and/or clarified prioriry access to certain parking
spaces and adjacent fields; (iv) revised terms for triggering EAF's right to assume ownership
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of its facility; and (vi) clarifications/revisions to terms regarding EAF/City access to EAF and
campus housing. USOC and City staff are confident that these issues can be resolved. If not,
although this would not be ideal, the transaction could proceed without the transfer to the City
of the Easton contracts. [Section 5.1.4]
e. CC&Rs. The OTC Property will be transferred to the City subject to a set of covenants,
conditions and restrictions ("CCBR's") that were recorded against the Property at the time the
CVOTC was developed in 1995. These CCBRs provide for a number of things, most notably
a use restriction that limits uses on the site to "(i) training in Olympic Sporting Events or other
similar athletic events and sporting events, excluding professional-for-profit sports teams as a
primary use; [and) (ii) other uses reasonably related to such athletic training, including without
limitation, educational, exhibit or recreational uses; touring and a visitors center; gift shops;
athlete housing, athlete dining hall facilities' offices for the USOC . . ." etc. Notably, this use
restriction, expired on December 31, 2011. [CC&Rs Sections 4.1] A provision that imposed
an affirmative obligation to operate the site consistent with this use restriction, along with a
prohibition on "competitive" commercial activity, also expired on December 31, 2011. [CC&Rs
Sections 4.2 and 4.3]. One key remaining provision provides as follows: if prior to January
19, 2025, the use of the site is changed from that contemplated in Section 4.1, 100 acres of
the property must be irrevocably offered to the City for public park purposes. [CC&Rs Section
4.8]. After January 19, 2025, all restrictions on property uses contained in the CCBRs will
expire. [CC&Rs Section 6.1] Because the use restrictions expire in all respects in 2025 and
the City intends to operate the Facility consistent with these restrictions in any event, the
CCBR's do not impose any undue burden on the OTC Property.
Core Aqreement:
1. ResponsibiliN for FaciliN Operations
a. In General. After the Transfer Date (January 1, 2017) the City will assume
responsibility for operation of the Facility, subject to the terms and conditions specified below.
The City can assign this responsibility to a third party operator subject to USOC reasonable
approval. The Point Loma Trust ("PLT") is already designated as a "pre-approved" operator.
[Sections 2 and 4]
b. USOC Special Rights to Certain Facilities. The USOC will continue to operate and
control access to Sports Medicine Facilities, with priority access to the Weight Room, Track
and Field Office and High Altitude Dorm Rooms. [Section 3]
c. Transition Period. City/PLT will have full access to the Facility commencing
immediately, and all paRies will cooperate to facilitate the transition of operations from USOC
to City/PLT. Additionally, transition period implementation agreements are likely to be
required. [Section 2]
2. Term
The parties "Transition Period" obligations (described above) commence immediately. The
"Operations Period" obligations commence on January 1, 2017 for an initial term of four (4)
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years. The parties will meet and confer regarding possible terms for extension 18 months
prior to expiration of the initial term. [Sections 1 and 2]
3. USOC Minimum Commitment
As part of the agreement, the USOC has agreed to make a minimum annual payment to the
City of �3 million per year in consideration for guaranteed use of 60 beds, facilities access and
meals equal in value to �3 million (determined using pre-negotiated rates for these services).
[Sections 4.A, 5 and Exhibit F]
Note: USOC can pay for additional beds, facilities access and meals at negotiated rates, and
it is currently contemplated that it will. USOC's �3 million commitment is a "minimum."
4. Citv Dutv to Maintain and Ooerate Facilitv Consistent with Elite Athlete Standards
The City is obligated to maintain and operate the Facility consistent with Elite Athlete
Standards as necessary to support the USOC Minimum Commitment (described above).
Otherwise, the City is authorized to operate and use the Facility in City's discretion; provided,
however, City must meet and confer with USOC to address any adverse impacts to USOC
sponsored elite athletes caused by City operations. [Section 6 and Exhibit C]
Note: Under the current business model, the existing and to be constructed dorms would be
programmed and rented to USOC-sponsored National Governing Bodies (NGB's), non-USOC
sponsored NGBs, international athletes, and to college and high school teams/athletes for
training and sport clinics. An increased number of "Special Events" are also contemplated.
Non-USOC users (users other than USOC-sponsored NGB's) would be contracted with and
billed separately at negotiated "market" rates. Revenues generated from City's activities
would be over and above USOC's $3 million minimum payment.
5. Modifications to or Transfers of the Facilitv
City shall consult with USOC prior to any material modification to or transfer of all or any
portion of the Facility to ensure that no such action will have an adverse material impact on
Elite Athlete Standards. Any City transfer of Facility property/equipment prior to 2025 could
trigger a reduction in USOC's �3 million Minimum Commitment, and would require a sharing of
gross proceeds from such sale with USOC per an agreed upon formula. [Section 4.6]
Note: City has no immediate plans to modify the Facility beyond the additional housing units
and day use facility described in the Transfer Agreement summary, Section 3.c., above. Other
capital improvements could be desirable (for example, a pool complex), and partnerships for
the development of such facilities will be explored with PLT and others. City has no current or
future plans to transfer any portion of the Facility. The revenue sharing provisions are
included to protect the USOC in the unlikely event of such a transfer.
6. Facilitv Name. Olvmpic Marks and Sponsors [Section 28]
a. The initial name of the facility shall be the "Chula Vista Elite Athlete Training Center.°
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b. USOC agrees to designate the Facility as an official "U.S. Olympic and Paralympic
Training Site." City can use this designation on Center signage, banners and promotional
materials per standards established by USOC.
c. City can create and sell goods with the Olympic Training Site designation subject to
approved standards and provided that City uses USOC-licensed producers.
d. City agrees to work with USOC to give USOC sponsors priority opportunities for special
event and facility sponsorships. Subject to this, City can also contract with non-USOC
sponsors for special event and facility sponsorships; provided, however, City must take
actions to ensure non-USOC sponsors do not receive the benefits of association with any
Olympic marks.
Note: These provisions reflect a substantial effort by the USOC to protect the value of its
Olympic marks, while at the same time providing the City with the flexibility it needs to market
the Facility and to generate the revenues its needs for near and long terms sustainable
operations.
7. Operations Plan
USOC and City agree to coordinate reservations systems and facility resource allocation to
assure USOC effective use of its Minimum Commitment capacity, and City's ability to
effectively market its "Discretionary Capacity" to NGBs and other facility users. The Facility
can be programmed and used for special events and other non-Olympic training not materially
adverse to elite athlete training. The paRies will meet and confer to resolve any disputes
regarding operations, with binding arbitration if necessary. [Sections 6, 31 and Exhibit E]
8. Non-Discrimination and Athlete Safetv
City and USOC shall impose and enforce standards for non-discrimination and athlete
safety, at least per agreed minimum standards. [Sections 29 and 30]
9. Insurance and Indemnities ,
Each party to provide insurance per prescribed industry standards, and to indemnify the other
for negligence or misconduct. [Sections 12 and 13]
Operator Aqreement with PLT
The Operator Agreement with PLT will include the following terms, among others to be negotiated:
1. City will assign its primary rights and obligations under the Core Agreement to PLT, with
certain reservations of rights and responsibilities.
2. PLT will then become responsible for day to day operations of the Facility, subject to the
terms of the Core Agreement and a Business Plan pre-approved by City.
3. City will reserve access to the Facility for general oversight purposes, and for a certain number
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(or type) of City (or City sponsored) events.
4. PLT shall bear responsibility for Center operating deficits with an opportunity to recover costs
incurred by PLT not covered by Facility revenues out of future operations, within defined parameters.
5. Facility surplus revenues shall be reinvested in the Center, used for purposes consistent with
the advancement of athletics and athletic performance, and/or otherwise consistent with PLT defined
purposes.
6. Terms for discretionary capital improvements shall be negotiated on a case by case basis.
7. The term of the agreement shall run concurrent with the Core Agreement unless otherwise
agreed.
Next Steps
With City Council approval, staff will proceed to finalize the agreements presented for signature, and
then finalize and bring back for City Council consideration the Operator Agreement with PLT and the
Housing Agreement with Baldwin & Sons. This will occur prior to March 31�'. Staff will concurrently
be completing its "due diligence' with respect to the legal and physical condition of the OTC Property
and its Improvements, and seeking to finalize terms for Easton's approval of the transfer of the
Eastern Archery Center Agreements.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this action.
Consequently, this item does not present a disqualifying real property-related financial conflict of
interest under California Code of Regulations Title 2, section 18702.2(a)(11), for purposes of the
Political Reform Act (Cal. Gov't Code §87100,et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any
other fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City's Strategic Plan has five major goals: Operationa� Excellence, Economic Vitality, Healthy
Community, Strong and Secure Neighborhoods and a Connected Community. The operations of the
Olympic Training Center support the Economic Vitality goal as the City will be able to maximize the
use of this valuable asset as an economic driver.
CURRENT YEAR FISCAL IMPACT
Approving the terms of the agreement will have no fiscal impact in the current fiscal year.
ONGOING FISCAL IMPACT
The ongoing fiscal impacts will be determined once the negotiations with the operator have been
finafized. The agreement with the operator will be brought back for City Council consideration at
which time a fiscal analysis will be provided.
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ATTACHMENTS
- Agreement of Property Transfer and Joint Escrow Instructions [Chula Vista Training Center]
- Core Agreement
Staff Contact: Kelley Bacon, Deputy City Manager
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RESOLUTION NO.
RESOLUTION OF THE CITY COLTNCIL OF THE CITY OF
CHUL.A VISTA APPROVING A TRAI�'SFER AND
OPERATII�G AGREEMENT BETR'�EEt`T THE UI�TITED
STATES OLYMPIC COMMITTEE (USOC) AI��D THE CITY OF
CHULA VISTA (CITI� PROVIDING FOR USOC TRANSFER
TO CITY OF THE CHLTLA VISTA OLYn4PIC TRAII�iI?vG
CEI�'TER PROPERTI' AI�iD FACILITIES. AI�TD CITY
OPERATION OF THE FACILITY �1'ITH THE USOC AS ITS
PRIMARY TEI�'AI�'T FOR A PERIOD OF FOliR YEARS
(WITH EXTENSIOI�'S)
«%HEREAS, in 2014, the United States Oh�mpic Committee ("USOC") approached the
Citv to inquire if the Cit�� ��ould be interested in takin� title to the Chula Vista Olvmpic Trainine
Center ("CVOTC") land and impro��ements and to continue operatina the facility as a USOC
Trainins Site: and
WHEREAS, neeotiations commenced bet��een the Ciri and the USOC. and in June 201�.
the parties entered into a memorandum of understanding to establish eaclusive neeotiating terms
and to establish preliminar}� terms and a framework for creating final terms and conditions for
USOC transfer and operating agreements; and
�'HEREAS, the City`s negotiating team has been working diligently to develop the
terms, conditions and framework for the proposed land transfer and core operating agreements,
which terms �vere presented for Ciri� Council approval on Februar}� 9: 20]6; and
V�'HEREAS, based on the Cim Council's approval of those terms. Cit�� staff has
proceeded with preparine the final aereements. entitled "Aareement of Propem Transfer and
Joint Escrow Instructions (Chula Vista Trainine Facilit}�)" (the "Propert�� Transfer AgreemenT')
and `�Core Agreement." for the Cit�� Council's consideration and approval; and
WHEREAS, pursuant to the Property Transfer Agreement, the USOC ��ill transfer to
City the land. facilities and equipment comprising the Chula Vista Ol��mpic Trainine Center. and
�vill assion all leases and contracts, to the Ciri-_ for the purchase price of one dollaz. bv the
transfer date of December 31. 2016: and
WHEREAS, the Propem� Transfer Agreement also contains certain conditions to close to
be completed b}� March 31, 2016, including the follo���ing:
a. Due Diligence: the Citv H�ill revieN� and approve or disapprove the physical and leeal
condition of the Propert�;
b. Operator Contract: the Citv ���ill enter into an agreement ���ith Point Loma Trust on terms
satisfactor�� to the City for the operations of the Facilitv; and
c. Housing Aereement the Ciiv ��ill have entered into a contract for the de�elopment of a
one-hundred-bed coach/athlete housine facilitv: and
VJHEREAS, the Core Aereement has a four vear term. N�ith options to extend upon
mutual aereement and provides that the Cin� will assume responsibilit�� for operatine the Facilin�,
and can assign this responsibilit�� to a third part}� operator subject to USOC reasonable approvaL
��hile the USOC H�ill continue to operate and convol access to Sports Medicine Facilities, with
priority access to the Vleight Room. Track and Field Office and Hieh Altitude Dorm Rooms; and
Vl'HEREAS; the Core Agreement further pro��ides that the USOC H�ill mal:e a minimum
annual pa}�ment to the Cin- of�3 million per }�ear in consideration for euaranteed use of 60 beds,
facilities access and meals at agreed-upon rates and can pa}� for additional beds, access and meals
at neeotiated "marker' rates: and
WHEREAS_ the Core Agreement further provides that the initial name of the Facilirv shall
be the "Chula Vista Elite Athlete Trainina Center." which the USOC shall desienate as an
official "U.S. Olvmpic and Parah�mpic 7rainine Site' and permits the Cin� to use the desienation
on Facilit}� sianage: banners and, promotional materials per standards established bv USOC; and
WHEREAS, the Cit�� Council desires to approve such aereements, each in substantiall��
the forms presented.
NOV�'. THEREFORE. BE IT RESOLVED bv the Cit�� Council of the Cirv of Chula
Vista. that ir. (1) appro��es the "Aereement of Propem� Transfer and Joint Escro�v Instructions
(Chula Vista Training Facilih�)" and the "Core Agreement, ' in substantiall�� the forms presented;
. ���ith such minor modifications as ma�� be required or approved by the Citv Attomey to clarifi- or
add terms for the Cit��`s benefit, final copies of���hich shall be kept on file in the Office of the
City Clerk (collecti��elv, the "Agreements ') (2) authorizes and directs the Mavor to esecute
same: and (3) authorizes and directs the City n4anager to tal:e such additional actions as ma}� be
necessan� or appropriate to implement the Agreements in accordance ���ith their terms including,
if required. formal implementation aareements in forms approved b�� the Cit� Attorne.�.
Presented b}� Approved as to form bv
helley Bacon Glen R. Googins
Deputy City Manaeer Cit�- Attome��
AGREEMENT OF PROPERTY TRANSFER
AND JOINT ESCRO��' INSTRUCTIONS
I
SliNIA7ARl' A\�D DEFINITION OF BASIC TERn7S
This Agreement of Propem� Transfer and Joint Escro�� lnstructions (the "A�reement"),
dated as of the Effective Date set forth in Section 1 of the Summarv of Basic Terms. beloN�. is
made bv and between the CITY OF CHULA VISTA, a chartered municipal corporation ("Ciri")_
and the UI`'ITED STATES OLYD9PIC COMMITTEE. a federall}� chartered non-profit entit}
("USOC"). The terms set forth belo�= shall have the meanings set fonh below���hen used in the
Aereement.
TERI�4S OF AGREEMENT
(first reference in the Aereement) DESCRIPTION
1. Effective Date Februarv . 2016.
(Introductorv Paraaraph):
Z. Cih�'s Notice Address CITY OF CHULA �rISTA
(Section 11): 276 Fourth A��enue
Chula Vista. CA 91910
Attn: Kelley Bacon. Deputy Cit�� A4anaeer
Telephone: (619) 691-�144
With a copy to:
Glen R. Gooeins. Cirv Attorne��
276 Founh Avenue
Chula Vista. CA 91910
Telephone: (619) 691-�039
Facsimile: (619) �09-�823
And a copy to:
Thomas W. Tumer, Jr.; Esq.
Procopio, Cory, Hargreaves R Savitch LLP
�Z� B Street. Suite 2200
San Die�o. CA 92101
Telephone: (619) �1�-3276
USOC @ula\'iaa
10.6350.OIM
888SSb-00_13/?-19-16%dbsrdbs (Propmr Tans(er A�mmrniJ
DOC$230ii1i.12
3. Escro«� Holder Della DuCharme
and EscroN� Holder's Notice Commercial Escro�� Officer
Address Chicaeo Title Compan}�
(Section 3): 701 B Street. Suite 760
San Dieao. CA 92101
Telephone: (619) 230-6363
4. Purchase Price $1.00
(Section 3):
�. Trausfer Date December 31. 2016.
(Section 3.2):
6. Title Compau�� Chicaeo Tide Compam�
(Section 4.2): Attn: Chris E. Ghio
236� Northside Drive. Suite 600
San Dieeo. CA 92108
Telephone: (619) �21-3�24
II
RECITALS
A. USOC o��ns those certain parcels of land more particulazl�� described on
Exhibit "A" attached hereto (the "Land").
B. USOC desires to sell and conve}� to Ciri� and Cit.� desires to purchase and acquire
from USOC ali of USOC's risht. title and interest in and to the follo���ine:
i. The Land and all of USOC's interest in all rights. privileges. easements
and appurtenances benefitin� the Land and/or the Impro��ements; induding, ���ithout
limitation. USOCs interest, if am�, in ail mineral and ���ater riehts and all easements.
rights-of-wa�� and other appurtenances used or connected «�ith the beneficial use or
enjo}�ment of the Land and/or the Improvements (the Land, the Impro��ements and all
such rights, privileees; easements and appurtenances are sometimes collectivel��
hereinafrer referred to as the "Real Proaerh�"); provided. ho�ve��er. that if USOC
esercises the Closure Option, as defined in and pursuant to Section 4.1.1 belo��, then the
Real Propert}� shall consist of the entiret�� of the Real Property defined hereinabove
e�cept for (a) the parcel of land described on E�hibit "K" attached hereto (the "Easton
Land"), (b) all impro��ements on the Easton Land and (c) ail riahts: privile�es, easements
and appunenances benefiting the Easton Land (collectiveh�, the "Easton Real
Proaerh�");
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ii. The buildinos, facilities, athletic fields, associated pazking and landscaped
azeas and all other improvements located on the Land (the "Imaro��ements"): it beine
acl:nowledoed that from and after the Close of Escrow�, the Real Propem� and
Improvements shall be desianated as "The Chula Vista Elite Athlete Facilin� Training
Centei':
iii. All leases; licenses, occupanc�- agreements and similar agreements
covering the Land and Improvements, includin_. N�ithout limitation, those leases,
licenses. occupancy agreements and similar agreements set fonh on the list attached
hereto as E�hibit "I." and anv new leases, licenses or occupanc} agreements or eatensions
of existing leases. licenses or occupancy agreements N�hich ma��be entered into ��ith
Cih's prior �vritten appro��al subsequent to the Effective Date (said leases: licenses and
operating agreements; together «�ith an�� and all amendments. modifications or
suppiements thereto. aze hereinafter referred to collectivelv as the "Leases"); provided,
however, that if USOC exercises the Closure Option pursuant to Section 4.1.1 below,
then the Leases shall not include the Easton Lease (and all references to the assignment
of the Easton Lease in this Aereement shall be deemed remo��ed from this Aareement. as
more particularly set fonh in Section 4.1.1): �
i��. USOC's riahts and oblieations. as lessee. under that certain Lease
executed as of Ausust 17�1992 bv and betw�een the Cit�� of San Diego ("San DieQo") and
the San Dieeo Sports Foundation. that certain Memorandum of Lease b}� and between
San Dieso and the Foundation recorded on September l, 199� in the Official Records as
Instrument No. 199�-0389092. that certain Assignment and Assumption of Lease
beha�een the Foundation and the USOC recorded on September 1, 199� in the Official
Records as Instrument I�'o. 199�-038909�. and that certain First Amendment to Lease
Aereement dated as of December 6. 199� (collectivel��, the "Boathouse Lease");
v. All service contracts. equipment leases (including modulaz trailer leases).
and other similaz contracts coverine the Land and Impro��ements, a list of which is
attached hereto as Exhibit "J." and anv ne��-contracts ���hich ma�� be entered into ti�ith
Ciri's prior �vritten appro��al subsequent to the Effective Date (said sen�ice contracts.
equipment leases; and other similar contracts, to2ether�vith any and all amendments.
modifications or supplements thereto, are hereinafrer referred to collectivelv as the
"Contracts");
vi. All personal propert}�, equipment, supplies and fizrures (collectively, the
"Personal Pronerh�") oHmed bv USOC and used at the Real Propert��, except for those
items of personal propert��; equipment, supplies and fixtures listed on Exhibit "L"
attached hereto (the "Excluded Personal Pronert�"). and am� personal propem� acquired
subsequent to the Effective Date and used exclusivelv in connection ti�ith the operations
on the Real Propert��; provided that for the a��oidance of doubt. the Personal Propertv
shall not include anv Exduded Personal Property or anv personal propert��_ equipment,
supplies or other fistures that are o��med b}� an�� tenants, �ADDRESS INTENT OF THE
PARTIES THAT CERTAI\' ElCLUDED PERSONAL PROPERTY REIIAIN
O\'SITE THROUGHOUT THE TERA7 OF THE AGREEIIENT� licensees or
occupants of the Real Propem or Improvements; and
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�ii. To the estent assienable, an�� warranties, waranties, licenses, permits.
entitlements. �o��emmental approvals and certificates of occupanc}° which benefit the
Real Propem, the Improvements, and/or the Persona] Properz��, but excludine therefrom
anv trademarks, trade names and other intellecrual property oNned b}� USOC (the
"Intan�ible Personal Pro�erh�"). The Real Propem�. the Improvements. the Personal
Property, the Contracts; USOCs interest as lessor under the Leases, USOC's interest as
lessee under the Boathouse Lease, and the Intaneible Personal Propem� are sometimes
collectivelv hereinafrer referred to as the "Propert�."
III
AGREE�'IENT
NO�'. THEREFORE. in consideration of the co��enants contained herein and other eood
and valuable consideration; the receipt and sufficienc�� of H�hich are hereb�� ackno���ledged, Cin�
and USOC herebv aaree as follows. and herebv instruct Escro��� Holder as follows.
]. TransFer. USOC agrees to conve} to Cit��, and Citv aerees to acquire from
USOC: the Propem�upon the terms and conditions set forth in this Agreement.
2. Purchase Price. On or before one (1) business da�� prior to the Transfer Date, Citv
shall deposit N�ith Escro��= Holder cash b<< means of a confirmed wire transfer through the Federal
Resen�e S��stem in the amount of the balance of the Purchase Price, plus City's shaze of expenses
and prorations as described in this Aereement.
3. Escrow: Title and Due Dilieence.
3.1 O�enina of Escro���. Cin� and USOC shall promptl}� deliver a fully
e�ecuted copy of this Agreement to Escro�+� Holder, and the date of Escrow Holder's receipt
thereof. as evidenced b�� Escrow Holder's execution and deliven� of the Joinder bv Escro�+�
Holder attached hereto. is referred to as the "O�enina of EscroN�". USOC and Cirv shall
esecute and deliver to Escro��� Holder any additional or supplementarv instructions as ma�� be
necessary or con��enient to implement the terms of this Agreement and close the transactions
contemplated hereb}�. pro��ided such instructions are consistent �vith and merely supplement this
Agreement and shall not in an�� �va}� modif��, amend or supersede this Aareement. Such
supplementan� instructions; together���ith the escrow instructions set forth in this Aereement, as
thev ma�• be amended from time to time b}�the parties: shall collecti��el}� be referred to as the
"Escro��� Instructions." The Escro��� Instructions ma�� be amended and supplemented by such
standard terms and pro�isions as the Escro«� Holder may request the parties hereto to eaecute;
provided: ho�vever, that the parties hereto and Escro��� Holder ac4:noH�ledee and a_ree that in the
e��ent of a conflict behi�een anv pro��ision oF such standard terms and pro�isions supplied b}� the
Escro�v Holder and the Escro�+� Instructions included in this Aereement. the Escrow Instructions
included in this Agreement shall pre��aiL �
3.2 Close of Escro�v/Closine. For purposes of this Agreement, the "Close of
Escro��•" or the ClosinQ' shall mean the date on ���hich the Deed (as defined in Section �.1.1
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belo«�) is recorded in the Officia] Records of the Count�� Nfiere the Land is located (the "Official
Records"). The Close of Escro�• shall occur on the Transfer Date.
3.3 Title Insurance. At the Close of Escro���. and as a condition thereto. the
Title Company shall issue to Cin� an ALTA extended coveraQe O��mer's Policy of Title Insurance
(the "Title Polic��") with liabilit�� in the amount of not less than One Million Dollazs
(�L000,000.00), sho�+�ine title to the Property vested in Cit��, subject only to the preprinted
standazd exceptions in such Title Policv, exceptions approved or deemed appro��ed b}� Cih�
pursuant to Section 4.2. the Leases and non-delinquent real propert�� taxes and special
assessments, an�� exceptions arisine from City's actions and an}� matters �vhich �ti�ould be
disclosed b�� an accurate surve} or physical inspection of the Propert}� (collecti��el�. the
"Permitted Eaceptions"). City ma��, at its election, ha�e prepared and delivered to the Title
Compam� an ALTA surve�� of the Propert��, at Cin's eapense, pro��ided that if Cin� does not
deli�er an ALTA sun�ey of the Propert�� acceptable to the Title Compan}�; then the Title Polic��
shall be a CLTA standard coveraee O��mer's Policv of Titie Insurance. and the issuance of. nor
the commitment to issue. e�tended coverage shall not be a condition to City's obligations under
this Agreement. Cit}� shall pay the additional premium for extended co��erase in ea:cess of a
CLT.A standard co��eraee policti� and anv endorsements requested b�� Cin�. In no e�ent shall the
issuance of an�� endorsements requested by Cit�� be deemed a condition to the Closing.
3.4 Cirv's Revie���of Due Dilieence Items. Cin� acl;no���ledaes that prior to
the Effective Date, USOC delivered to City (or made a��ailable to Cit�-electronicallv �ia H�ebsite,
drop box or other similar account), and City has reviewed; e�amined; analyzed and approved;
documents, materials and other information in USOC's possession. �i�hich relate to the physical
and title condition, oHmership; operation and management of the Property (collectively, with any
other documents and records pre��iousl�� or hereafter made available to Ciri� in connection with
the Property the "Due Dilieence Items"). Nori��ithstanding the foreeoing to the contrary, USOC
shall have no obligation to make available to City, and Cit�� shall ha��e no rieht to inspect or
mal:e copies of, any of the Escluded Documents. As used herein. "Excluded Documents" shall
mean an�� of the followine documents: appraisals of the Propert}; USOCs entity documentation
(except as may be reasonabl}� required to be deli��ered to the Title Compan}� in order for the Title
Company to issue the "title Policy): anv documents subject to attome��/client privilege; attorne��
ti�ork producr confidential or privileged information; and an}� other intemal documents;
provided, ho�a�ever, that to the e�tent such items ���hich would othen��ise be Exduded Documents
aze actually delivered to City, such items shall be considered Due Dilieence ]tems hereunder.
3.� Phvsical Due Dili�ence. Bet�a�een the Effecti��e Date and March 31. 2016
(the "Due Diliaence Period"), Cit�� shall ha��e the rieht to revie��� and im�estieate the Due
Diligence Items; the ph}�sical and environmental condition of the Property, the character. qualit��_
value and eeneral utilit�� of the Propert}�_ the zoning. land use, em�ironmental and building
requirements and restrictions applicable to the Propem�, the state of title to the Propert}�; and an��
other factors or matters rele��ant to Cit�'s decision to acquire the Propert}�. Cit}, in City's
reasonable discretion, ma�� determine �vhether or not the Propem� is acceptable to Cit}� ���ithin the
Due Diligence Period. An}� such inspections or testine shall be conducted at a time and manner
that is intended to; and is likel�� to, minimize disruption or interference �ti�ith anv tenants. Cit��
shall pro��ide USOC with reasonable advanced �i�ritten or telephonic notice of its desire to enter
the Real Property for inspection and/or testin�, and USOC shall be �i��en the reasonable
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opportunity, and shall have the ri2ht. to be present at an� such inspections or testines. Prior to
conductins an}� inspections or testine, Cit�� and its consultants. shall deli��er to USOC a
certificate of insurance namine USOC as an additional named insured (on a primarv, non-
contributine basis) e��idencine commercial general liability and property damage insurance with
limits of not less than Two Million Dollars ($2.000.000.00) in the aegreeate for liabilit��
coveraQe and not less than One Million Dollars (�1:000,000.00) in the aggreQate for propem�
damage. Not�+�ithstandine the foreeoing, Cit}� shall not be permitted to undertal:e an�� air
sampling or any intrusive or destructive testine oFthe Property, includine, without limitation. a
"Phase II" environmental assessment (collectivelv. the "Iutrusive Tests"). nor N�ill Cin=be
entitled to directiv contact or communicate �-ith the RIVQCB; EPA or other local, State or
Federal agency regazding the en��ironmental condition of the propem� other than requests for
documentation or records relating to the Propem�. ���ithout in each instance first obtainine
USOC's prior Nritten consent thereto. which consent USOC mav gi��e or�+�ithhold in USOCs
sole and absolute discretion. lf USOC fails to advise Cin of its appro��al of anv proposed
Intrusi��e Tests ti�ithin such nvo (2) business day period, such failure shall be deemed USOC's
disappro��al thereo£ Cin� shall restore the Propem to its original condition immediatelv afrer
am� and all testing and inspections conducted b�� or on behalf of Cin�. Cit�� herebv indemnifies
and holds USOC; the USOC Group (as defined belo«�) and the Propertv harmless from an�� and
all costs. loss: damages or expenses of am� kind or nature arising out of or resultine from an��
entr�� and/or activities upon the Propem� by City and/or Cit�'s agents, emplo}�ees: contractors or
consultants; pro��ided, ho���e��er, such indemnification oblieation shall not be applicable to City's
mere discover�� of an}� pre-existin� ad��erse ph}�sical condition at the Propem�, except to the
extent Citv and/or Cit��'s aeents, employees, contractors or consultants asera��ate such pre-
esistine condition. Cin%s indemnification oblioations under this Section 35 shall sun�ive the
Close of Escrow or any termination of this Agreeme�t.
3.6 Termination. If City notifies USOC and Escrow Holder in ���ritina prior to
the expiration of the Due Diligence Period that Cih� has decided not to proceed w�ith the
acquisition of[he Property ("Termination l��otice"), then Cit�� shall be deemed to have
disapproved the Property and this Agreement shall thereupon automaticallv terminate, and
neither party shall ha��e an}� further obligations under this Aereement, except for those
obligations that eapressh• survive the termination of this Agreement If City fails to deliver the
Termination Notice prior to the e�piration of the Due Dilieence Period, then Cit�� shall be
deemed to have approved the Propem and ��-aived its rieht of termination pursuant to this
Section 3.6, and �ti�ai��ed its right of termination pursuant to Section �.2 N�ith respect to the
conditions precedent described in Sections 4.1.3. 4.1 S and 4.1.6 beloH�. In the event this
Agreement is terminated pursuant to this pro��ision, the Core Agreement (defined belo�e) shall be
automaticallv deemed to be terminated and of no further force or effect (eacept for those
pro��isions of the Core Aereement that expressl�- survive the termination of the Core Agreement),
���ithout further action of the parties.
3.7 Retum of Due Dili�ence nlaterials. ]n the e��ent Cit}� does not acquire the
Propem for an}� reason, ��°ithin fi��e (�) days afrer the date this Aereement is terminated Cit}�
shall retum to USOC all documents, information and other materials supplied b�� USOC to Cih�.
and; at USOC's ���ritten request, �aithout �+�arranm or representation of an�� kind, am� inspection
reports, smdies, surve��s; and other reports and/or test results relating to the Propert�� �vhich �+�ere
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developed b}� Cin� or prepared by consultants retained b� Cin� in contemplation of this
Aoreemen[.
3.8 Memorandum of Transfer Aereement. If Cin� does not deliver the
Termination Notice on or prior to the expiration of the Due Dilieence Period, then within five (�)
business days afrer the expiration of the Due Dilieence Period. Citti� and USOC shall eaecute,
acl:no���ledee and deli�•er to Escrow Holder (i) a Memorandum of Transfer Agreement in the
form attached hereto as Exhibit "O" (the "n7emorandum of Aereement"), and (ii) a
Termination of n4emorandum of Transfer Aereement in the form attached hereto as Exhibit "P"
(the "Termination of:l�emorandum of Aereement"). Upon receipt of a fullv executed and
acl:nowledaed orieinal of the A9emorandum of Aereement Escrow Holder shall immediateh�
cause the Memorandum of Aereement to be recorded in the Ofticial Records and pro��ide
conformed recorded copies to Cin� and USOC. Escro�� Holder is herebv irre��ocabl�� instructed
to record the Termination of Memorandum of Aereement on the a��entieth (20`�) dav (and in no
earlier than the hrentieth (20`�) da��) afrer USOC's deliverv to Cit}� and Escrow Holder of a
H�ritten notice statine that Cit}'s rieht to acquire the Propem�pursuant to this Aereement has
been terminated (the "Recordation Notice"). Upon receipt of the Recordation Notice, Escrow
Holder shall record the Termination of Memorandum of Aereement on such date. w�ithout anv
further instruction, ���ithout requiring the consent or acquiescence of City or any other pam, and
���ithout resard to an}� Cin� objection to such recordation. Havine had the opportunit}� to consult
���ith counseL City hereby ���aives an�� ri�ht to object to such recordation and authorizes the
Escrow� Holder to disreQard any and all objection to such recordation bv Ciq� or third parties,
re�ardless of the eapressed reasons for such objection. .Although Cit}� may not oppose
recordation of the Termination of Memorandum of Aareement under any circumstances, nothine
herein shall limit Citds other rishts and remedies under Section li.l below if it asserts a default
or breach b�� USOC. �
3.9 Core Aereement. Concurrentl�� with the esecution and deliverv of this
Agreement: the parties have executed that certain Core Asreement bet�;�een the parties hereto of
e��en date here��ith resardina the operations and maintenance of the Property from and afrer the
Transfer Date ("Core Aereement").
4. Conditions Precedent to the Close of Escro��-.
4.1 Conditions Precedent for the Benefit of Cit��. Cit��'s oblieations with
respect to consummate the vansactions contemplated bv this Agreement are conditioned upon
the timeh� satisfaction of the folloH�ing conditions precedent:
4.1.1 Third Pam� Appro��als: Closure Oation. On or before June 1�.
2016 (the "Third Part° Appro�•als Outside Date"). USOC shall ha��e delivered to Cit}� those
required approvals of the con��e��ance of the Propem� and the transactions contemplated by this
Agreement from the parties identified on Exhibit "M" attached hereto. Not�vithstanding
an�nhins in the foregoing to the contrar��, if the ��Titten approval of Easton Sports Development
Foundation and Easton Spons De��elopment Foundation II (collecti��elv, "Easton") under the
Easton Lease (as defined in Ezhibit "1" attached hereto) has not been received bv Cit�� on or
before the Third Pam Approvals Outside Date. then USOC [DISCUSS APPROPRIATE
n7ECHANISII FOR EXERCISING THIS OPTIO\] shall ha��e the option (the "Closure
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Option„). at an}�time prior to June 30, 2016, to deli��er to Easton a Closure Notice (as defined in
the Easton Lease). in N�hich event (i) the Easton Real Property and the Easton Lease shall be
eacluded from the Propem�being conve��ed to Cin� pursuant to this A�eement (ii) the condition
precedent under this Section 4.1.1 H�ith respect to the Easton Lease shall be deemed satisfied.
(iii) USOC shall conve�� the Easton Real Property to Easton or its nominee as and when required
under the Easton Lease, and (i��) USOC and Cit�� shall prompt]}� enter into an amendment to this
Aereement and an amendment to the Core Aereement as and to the extent reasonablv necessarv
in order to further clarif}� the panies' respecti��e riehts and oblieations under this Agreement and
the Core Agreement related to the Easton Real Propert�� and the Easton Lease. �CV ISSUES TO
BE ADDRESSED INCLUDE NO ONGOING CV LIABILITY Ui�TDER EASTON
DOCUA'IENTS �'D CITY INPUT ON EASEA9ENTS.]
4.1.2 Title Policv. On or before the Closine, Title Compan}� shall ha��e
irre��ocabh� committed to issue to Citv the Title Polic�� described in Section 33.
4.13 Operator Contract. On or before the espiration of the Due
Diligence Period: the final contract for the operator of the facilities on the Propert�� follo�;�ing the
Closine pursuant to the Core Agreement shall have been full�� executed and delivered on terms
consistent with the Core Aereement and «hich contains such non-discrimination pro��isions as
may be required by USOC (the "Operator Contract").
4.1.� USOC's Performance. USOC shall ha��e duh� performed its
obligations hereunder in all material respects.
4.1.5 Developer Contract. Cirv shall; on or before the expiration of the
Due Dilisence Period, have entered into a contract ��ith a developer for the provision of no less
than one hundred (100) beds for athlete/coach housing at the Propem- (the "Develoaer
Contract""), which (i) shall contain pro��isions intended to minimize interference from the
related construction project with the operations on the Property and (ii) shall include USOC
plans and specification for the project. it being expressh� ackno���ledged and agreed that City
shall not be permitted to enter into the Developer Contract without USOC's prior �eritten
approval thereof.
4.1.6 Interim Aereement. On or before the expiration of the Due
� Diligence Period, USOC and City shall ha��e executed an interim agreement in form and
substance satisfactory to Cin� and USOC (the '7nterim Aereement""); �i�hich Interim
.Agreement shall set forth: amon� other thines; Cin's riehts of access to the Propem� for purposes
of transitioning the operation and maintenance of the Propem� to Ciri� generall�- in accordance
H�ith the terms set forth in Section 2(B) of the Core Aereement.
4.2 Failure of Conditions Precedent to Cit��'s Oblieations. If Cin�terminates
this Aereement b�� notice to USOC because of the Failure of such condition precedent on or prior
to the date that such applicable condition precedent must be satisfied pursuant to the foregoing
provisions of Section 4.1 above, then Cit�� and USOC shall each pay one-half(1/2) of am�
Escro��� cancellation fees or charges: and e�cept for the parties' respecti��e indemnity and
confidentialitv oblioations under the Agreement ���hich e�pressl�- sun ive termination of the
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Aereement, the parties shall have no fiu-ther riehts or obligations to one another under this
Aereement.
4..i Conditions Precedent for the Benefit of USOC. The Close of Escrow and
USOC's oblieations H�th respect to the transactions contemplated b�� this Agreement aze
conditioned upon the timel�� satisfaction of the followin� conditions precedent:
43.1 Third Partv Aoprovals. On or prior to the Third Part�� Approvals
Date, USOC shal] have obtained those required approvals of the conve�-ance of the Propem and
the transactions contemplated b}� this Aereement from the parties identified on Ezhibit "A4"
attached hereto.
4.3.2 Operator Contract. On or prior to the e�:piration of the Due
Diligence Period, the Operator Convact shall have been fulh� eaecuted and delivered on terms
consistent ���ith the Core Agreement and ��hich contains such non-discrimination pro��isions as
ma�� be required b}� USOC.
4.3.3 Imerim Aereement. On or before the espiration of the Due
Diliaence Period. USOC and Citv shall have executed the Interim Aereement.
43.4 Citv's Performance. Citv shall ha��e dulv performed its oblieations
hereunder in all material respects.
4.4 Failure of Conditions Precedent to USOCs Oblieations. If USOC
terminates this Agreement b�� notice to Cih� because of the failure of such condition precedent.
then USOC and Citv shall each pay one-half(1/2) of any Escro��� cancellation fees or charges;
and except for the parties' respective indemnin� and confidentialitv obligations under the
Agreement �i�hich expressly sun�ive termination of the Agreement, the parties shall have no
further riehts or obliQations to one another under this Aereement.
�. Deli��eries to Escrow Holder.
�.l USOC's Deli�•eries. USOC hereb�� covenants and aarees to deliver or
cause to be delivered to Escro�;� Holder at least one (1) business day prior to the Transfer Date
(or other date specified) the fo1loH�ine funds; instruments and documents, the deli��en� of each of
which shall be a condition to the Close of Escro���:
�.l.1 Deed. A Grant Deed in the form of Ezhibit "B" attached hereto.
dul�� esecuted and acl:no��ledsed in recordable form bv USOC. conve��ins USOC's interest in
the Real Propert�� to Cin� (the "Deed");
�.1.2 Memorandum of Core Aereement Two (2) counterparts of the
n4emorandum of Core Aereement in the form of Eshibit "N" attached hereto. dul�� eaecuted and
ackno���ledaed in recordable form b}� USOC (the "�lemorandum of Core Agreement");
�.l.3 Boathouse Lease Assi�nment. T���o (2) counterparts of the
Assignment and Assumption of Boathouse Lease in the form of Exhibit "E" attached hereto (the
"Boathouse Lease Assianment");
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�.1.4 Easton Lease Assi�nment. Two (2) counterparts of the
Assi�nment of and Assumption of Easton Lease (the "Easton Lease Assianment") in the form
of Er.hibit "0" attached hereto pursuant to N�hich USOC shall assien to Ciri- all of USOCs right.
title and interest in, under and to the Easton Lease:
�.1.� Non-Foreian Certifications. Certificates in the forms of
E�hibit "G1" and "G2" attached hereto duly executed by USOC (the "Tas Certificates");
�.1.6 Assienment of Leases. T���o (2) counterparts of the Assi�unent of
Leases in the form of Exhibit "D" attached hereto pursuant to �vhich USOC shall assisn to Cit��
all of USOC's rieht. title and interest in. under and to the Leases (other than the Easton Lease)
(the "Lease Assi�nmenY');
�.1.7 Assienment oF Contracts and Assumption Aareement. Tti�o (2)
counterparts of the .Assienment of Contracts and Assumption Agreement in the form attached
hereto as Exhibit "F." duly executed b}� USOC pursuant to �vhich USOC shall assien to City all
of USOC's right, title and interest in, under and to the Contracts ("Assi�oment of Contracts");
�.1.8 Bill of Sale. Tti�o (2) counterparts of a Bil] of Sale in the form
attached hereto as E�hibit "G" dulv esecuted b�� USOC com�evine USOC's rieht. title and
interest in and to the Personal Propert�� ("Bill of Sale"); and �
�.I.9 General Assianment T���o (2) counterparts of a General
Assienment in the form of Exhibit "H" attached hereto duly executed b}� USOC (the "General
Assianment").
�.1.10 Tenant Letter. A letter siened b�� USOC addressed to the tenants
under the Leases ad��isine such tenants of the sale of the Propert}� to Cit��, the transfer of such
tenant's securit} deposit to Cin�_ and directine that all furure rent pa}�ments and other charges
under the Leases be fonvarded to Cin at an address to be supplied by Cit�� ("Tenant Notice
Letter"). Notwithstanding the foregoing, the Tenant Notice Letters shail not be delivered
throu�h Escrow but shall be sent directly bv USOC to the tenants on the Closin2, ���ith copies to
Cin-: and
�.1.1 1 Proof of Authorit��. Such proof of USOCs authorit�� and
authorization to enter into this Agreement and the transactions contemplated herebv, and such
proof of the po���er and authoriri� of the individual(s) esecutine and/or deli��erine an��
instruments: documents or certificates on behalf of USOC to act for and bind USOC, as may be
reasonabh� required b}� Title Company.
�.2 Cit�'s Deliveries. Cit�� hereb�� co��enants and aerees to deliver or cause to
be deli��ered to Escrow Holder at least one (1) business day prior to the Transfer Date the
followina funds. instruments and documents. the deli�erv of each of�i hich shall be a condition
to the Close of Escro���:
�.Z.l Citv's Funds. The Purchase Price, and such additional funds. if
am�, necessarv to compl�� N�ith Cit��'s obligations hereunder re_�ardin_ prorations, credits. costs
and e�penses;
USOC Chula\'ista
io:�+�o.oin.n
588885-00313R-19-16�dbs�db� -�Q- �Ropertr Tan..(er AercemenQ
DOCS?i0ii.1.1.1?
I
�.2.2 Core Asreement. TH�o (2) counterparts of the Core Agreement
duh executed bv Cin�:
�?.3 A4emorandum of Core AQreement T���o (2) counterparts of the
D4emorandum of Core Agreement dul�� executed and acknoN�ledged in recordable form b}� Cih;
�?.4 Lease Assisnment T�i-o (2) counterparts of the Lease Assignment
duh eaecuted bv Cin�:
�?.� Assierunent of Contracts. T���o (2) counterpans of the Assi�nment
of Contracts dulv e�ecuted b�� Cit��:
�?.6 Bill of Sale. Two (2) counterparts of the Bill of Sale duly executed
bv Cin�:
�.2J General Assisnment. T�ro (2) counterpans of the General
Assienment duh� executed bv Cih:
�.2.8 Boathouse Lease Assi�nment. TH-o (2) counterparts of the
Boathouse Lease Assienment dulv esecuted b�� Citv:
�.2.9 Easton Lease Assienment T�vo (2) counterparts of the Easton
Lease Assignment dul�� ezec�ted b}� City; and
�.2.10 Proof of Authoritv. Such proof of Cit�'s authority and
authorization to enter into this Agreement and the transactions contemplated hereb��, and such
proof of the poti�er and authorih� of the individual(s) e�ecuting andlor deliverine anv
instruments. documents or certificates on behalf of Cit�� to act for and bind Cit��as mav be
reasonabl}� required b}� Title Company.
6. Deli��eries Upon Close of Escroti�. Upon the Close of Escro���, Escrow Holder
shall promptly undertake all of the follo�i�ing:
6.1 Tat Filines. The Title Company shal] file the information retum for the
sale of the Propem� required b�� Section 6045 of the Intemal Revenue Code of 1986, as amended:
and the Income Taa Re�ulations thereunder.
6? Prorations. Prorate all matters referenced in Section 8 based upon the
statement deli��ered into EscroN siened b�� the parties;
6.3 Recordine. Cause the Deed. the Memorandum of Core Aereement and
anv other documents ���hich the parties hereto ma�� direct. to be recorded in the Official Records
in the order directed b��the panies;
6.4 Citv Funds. Disburse from funds deposited bv Cih� ���ith Escro��� Holder
to�i�ards payment of all items and costs chargeable to the account of Cit�� pursuant hereto in
pa}�mem of such items and costs and disburse the balance of such funds, if any, to Cih;
USOC Chula\'ista
10?Wi0.01/L1
888885-00313/'_-19-16/db9dbs -� �- (Propem'TransferAVeemrnQ
DOC$270i5ia.1?
6.� Documents to USOC. Deli��er to USOC counterpart originals of the Core
Aereement. Lease Assienment. the Assienment of Contracts. the Bill of Sale. the General
Assienment, the Boathouse Lease Assi�nment executed b�� Cin� and a conformed recorded copy
of the recorded Deed and the Memorandum of Core A�reement:
6.6 Documents to Cih�. Deliver to Cit�� an orieinal of the Ta� Certificates.
and counterpart originals of the Core Aereement, Lease Assignment; Assienment of Contracts,
Bill of Sale, General Assienment. Boathouse Lease Assienment appropriateh executed b��
USOC_ a conformed recorded cop}� of the Deed and the n9emorandum of Core Aareement;
6J Title Policv. Direct the Title Company to issue the Title Polic�� to City;
and
6.8 USOC Funds. Deduct all items chazeeable to the account of USOC
pursuant to Section 7. If, as the result of the net prorations and credits pursuant to Section 8,
amounts are to be charged to the account of USOC, deduct the total amount of such charges
(unless USOC elects to deposit additional funds for such items in Escro���); and if amounts aze to
be credited to the account of USOC. disburse such amounts to USOC. or in accordance ��ith
USOC's instructions. at Close of Escro�i�. Disburse the Purchase Price to USOC. or as otherN�ise
directed bv USOC, prompd}� upon the Close of Escro��� in accordance �aith USOC's wire transfer
instructions.
7. Costs and Expenses. Cin� shall pay through Escro���all document recordine
chaz2es, transfer ta�es; the premiums for the Title Polic�� and an}� title endorsements requested by
Citv; the Escro��•Holder's fee and all other chazses and fees of the Tide Compan}� and/or Escrow
Compan}�. Cih� shall pa�� outside of Escrow all costs and espenses related to Cin's due diliaence
investigations, and all leeal and professional fees and costs of attorne��s and other consultants
and aeents retained by Cit��. USOC shall pay outside of Escro��� all leQal and proFessional fees
and costs of attomevs and other consultants and aeents retained b�� USOC.
8. Prorations. The followino prorations betu�een USOC and City shall be made bv
Escrow Holder computed as of the Close of Escro���:
8.1 Ad Valorem Taxes. All real estate and personal propem ta�es attributable
to the Propem� N�ill be prorated at Closine. USOC shall be chareed ���ith all such ta�es up to, but
not including; the Transfer Date. If the applicable ta� rate and assessments for the Property have
not been established for the }�ear in �+�hich Closine occurs. the proration oFreal estate and/or
personal property taxes; as the case ma�� be; H=ill be based upon the rate and assessments for the
preceding year. All taxes imposed because of a chanee of use of the Propertv after Closing ��ill
be paid b�� Cit}�. Real propert}� tax refunds and credits recei��ed afier the Closin� �vhich are
attributable to a fiscal ta1 year prior to the Closine shall belong to USOC; and those �+-hich are
attributable to the fiscal ta� ��eaz in ���hich the Closin� occurs shall be prorated based upon the
date of Closine. \\'ithout limitine amKhine in the foresoine. Cit�� acl:no�ti�led�es that Cit�� shall
be solelv responsible for an}� taaes associated ���ith the convevance of the Propertq to Citv
(indudin� anv re-assessment of the Propert}� as a result thereo�.
USOC Chula�'iva
�o:va±o oin,a
SSS888-D0313/?-19-Ibldbs�dbs '��- �Propem'Trans(er A�eemenQ
DOC$?SOiia-1.12
8.2 Eacise. Transfer and Sales Taaes. Cit}� w�ill be responsible for the
pa��ment of all eacise: transfer and use ta�es imposed ���ith respect to the con��e��ance of an�•
personal propert}� contemplated by this Agreement and will indemnif}� and hold USOC harmless
from the payment of such ta�es.
83 Lease Rentals. All non-delinquent rents (includine all accrued tax and
operating eapense pass-throughs), charees and revenue of an�� l:ind recei��able from the Leases
N�ill be prorated at Closine. USOC �rill receive all rents (induding all accrued tax and operatine
eapense pass-throughs); chazses and other revenue of any kind receivable from the Leases up to.
but not includine, the TransFer Date. No proration ��=ill be made ��ith respect to am� delinquent
rents of any kind receivable from the Leases for anv period before Closine. All amounts
collected bv City subsequent to Closing relatine to delinquent rents will be promptl}� remitted to
USOC; provided, hoti�ever, all rents received b}� Citv after Closing will be applied first to the
rental period in which the Closin_ occurred. second to any current rental period folloH�ing the
Closing and third to satisfi-delinquent rental obligations for am�period before Closing not
prorated at Closine. USOC ���ill retain all o�mership ri_hts relatins to an�� such delinquent rents;
if Citv has not collected the same ���ithin thim (30) da��s from the Transfer Date, then USOC
ma}� take such action as it deems necessar}�to collect such delinquent rents, includins the
commencement of an action aeainst the tenants under the Leases or an�� other person liable for
such delinquent rents. but not indudino any action for unlaH�ful detainer or other action seekine
to•terminate such tenant's occupanc�� of its premises. Not�vithstandine the foreeoine; if any of
such operating e�penses and other charges and e�penses aze pa��able bv tenants under the Leases
(collecti��ely, the "Tenant Charees") on an estimated basis, then the Tenant Charoes shall be
reconciled aeainst actual charges and expenses as of and at the Closing, to the eatent then
possible, and USOC shall provide a proposed reconciliation for Cirv's approval. USOC shall
ha��e a period of nineh� (90) da��s follo��°ine the acmal Transfer Date to provide City ���ith a final
reconciliation of Tenant Charees. If the final reconciliation sho���s tha[USOC o���es Cih�
additional sums, USOC shall deli��er such amount to Cit}�; tooether��-ith the deliven� of the final
reconciliation of the Tenant Charges. If the final reconciliation sho�vs that City o�ves USOC
additional sums, Cin� shall pay such amount to USOC N�ithin ten (]0) days after Cit�'s receipt of
the final reconciliation. Other than as set forth abo��e, there shall not be any further
reconciliation of such Tenant Charges afrer the final reconciliation thereof the proration of such
Tenant Charges pursuant ro the final reconciliation beino conclusi��eh= presumed to be accurate.
Afrer the final reconciliation of Tenant Charees is made b}� and ben�een the parties: Citv shall be
solel�� liable and responsible to the tenants under the Leases for such reconciliation of Tenant
Charges under the Leases. The foregoing co��enants made b��the parties N�ith respect to the final
reconciliation of the Tenant Chazves shall sun�i��e the Closine.
8.4 Ooeratine Expenses. All utility service charges for electricit}�, heat and air
conditionine service. other utilities. elevator maintenance. common area maintenance, taa:es
other than real estate tases such as rental ta�es. other expenses incurred in operating the Propert}�
that USOC customaril�� pays and that are not paid by tenants directl��, and anv other costs
incurred in the ordinan� course of business or the management and operation of the Propert��not
so paid b�� tenants, shall be prorated on an accrual basis. USOC shall pa�� all such e�penses that
accrue prior to the Close of Escro�v and Cit�� shall pa�� all such e�penses accruin� on the Close of
Escrou=and thereafrer. USOC and Cih= shall obtain billines and meter readines as of the Close
of Escro�<< to aid in such prorations. In addition. an�� amounts pa��able b}� USOC under an�� of the
USOC Chula Visra
10�6350.01lI.A
888888-00313/2-19-16ldbs/dbs . '��- �PropenpTansferA�reemevQ
DOC$?a0ii3�l.I?
Leases (including an}� fixed maintenance reimbursement pavments made to tenanu under an� of
the Leases) will be prorated.
8.� Boathouse Lease Rent. All rents and other charses due from USOC under
the terms of the Boathouse Lease for the month in w=hich the Closine occurs shali be prorated as
of the Closine. At the Closing, USOC shall recei��e a credit in an amount equal to am� security
deposit held bv the San Dieeo under the Boathouse Lease or any advance payments of rent.
8.6 Contracts. Amounts payable under the Contracts shall be prorated on an
accrual basis. USOC shall pay all amounts due thereunder���hich accrue prior to the Close of
Escro���and Cit�• shall pa}� all amounts accruins on the Ciose of Escro��� and thereafrer.
At least t���o (2) business da��s prior to the Close of Escrow, the parties shall aeree
upon all of the prorations to be made and submit a statement to Escrow Holder setting forth the
same. In the event that any prorations, apportionments or computations made under this
Section 8 shall require final adjustment. then the parties shall mal:e the appropriate adjustments
promptl}� «�hen accurate information becomes a��ailable and either part�� hereto shall be entitled
to an adjustment to correct the same; but in no event shall such final adjustment occur later than
ninen� (90) davs follo�i�ine the Close of Escro���. An�� corrected adjustment or proration shall be
paid in cash to the part�� entitled thereto. The pro��isions of this Section 8 shall sur��ive the Close
of Escro�v.
9. USOC's Representations and VJarranties. USOC represents and «�arrants to Cit}�
as of the date of this Aereement as follows:
9.1 Formation: Authoritv. USOC is a federally chartered non-profit entit}�_
dulv oreanized. ��alidl�� existine and in aood standine under the la���s of the United States. The
eaecution; delivery and performance of this Agreement b}� USOC ha��e been duh� and validly
authorized by all necessary action on the part of USOC and all required consents and approvals
have been dul�- obtained.
9.2 Comoliance with LaN�s. Except as othen;�ise disclosed in the Due
Diligence Items or an}� other information made available to City; to USOC's l:no�iTledee, USOC
has not received any H�ritten notice from an}� �ovemmental aeency that the Propert�� or any
condition esisting thereon or anv present use thereof currentl�� violates am� la�r or reeulations
applicable to the Propem�.
93 Litiaation. To USOCs kno���ledse, and escept as othen�ise disdosed in
the Due Diligence Items or an}� other information deli��ered to Cit��; there is no litieation.
arbivation or other legal or administrative suit, action, proceeding or investigation of any kind
pending or threatened in �i�ritine aeainst or in��ol��ine USOC relating to the Propem or an�� part
thereof, includine, but not limited to; an�� condemnation action relating to the Property or an��
part thereof. .
9.4 Kno��m Hazardous Alaterials. To USOC's kno���led�e, and e�cept as
other�rise disclosed in the Due Diligence Items or am� other information delivered to Cit��;
USOC has not recei��ed am� �vritten notices that the Property is in ��iola[ion of am� Environmental
La�vs (as defined belo���).
USOCCTuIa Vista
10364i0.01/l.n
888888-00:1 i/2-19-Ib/dbs�d6s -��- [Propert.'Tansfer ApeemenQ
DOCS?SOii-i3.1?
9.� Subsequent Chanees. Upon Cirn becomine a��aze, bv anv means, of an�
fact or circumstance N�hich evidences a material breach b}� USOC of its representations or
�varranties contained herein or would otherH�ise constitute a material breach thereof b�� USOC.
�+�hich material breach is not cured bv the Transfer Date. Cirv. as its sole remed��. shall ha��e the
option of(i) wai��ine the breach of warrant�� or change, and proceeding with the Close of Escro�r.
or (ii) terminating this Agreement. in which e��ent the Deposit and anv other funds deposited b}�
Cin� into the EscroH� and all interest eamed thereon shall be returned to Cin. and Citv shall be
responsible to pa�� for certain costs in accordance «ith the terms of Section 4? of this
Agreement Any such election shall be made b}� Ciri- not later than five (�) business da��s from
Cit�•becoming aware of such fact. If Cin� does not so elect to terminate this Agreement pursuant
to this Section 9.�. then Cirv shall be deemed to ha�e elected to �vaive its riehts to terminate this
Aereement pursuant to this Section 9.�, elected to acquire the Propert}� on the terms set fonh in
this Agreement: and ���aived all remedies at IaH�or in equiri- �vith respect to an�• representations
or N�arranties resultins from the facts or circumstances l:no��m to Cit�. If the chaneed fact or
circumstance does not evidence a material breach by USOC of its representations or ti�arranties
contained herein H�hen made. USOC shall deli��er to Cit}� updated schedules; as applicable; prior
to Closing and the parties shall proceed to the Closina in accordance �i�ith the terms hereof.
9.6 USOCs Kno���ledae. l�'henever phrases such as "to USOC's kno�rledge"
or "USOC has no I:no�vledge" or similar phrases are used in the foreeoino representations and
H�arranties they ���ill be deemed to refer exclusiveh to matters «�ithin the current actual (as
opposed to constructive) I:nowledge of Madeline Pazker, Trac�� Lamb, Rick Adams and Dana
Schoemvetter (collectively; "USOC's Representati�°es"). No duty of inquiry or im�estigation on
the part of USOC or USOC's Representatives will be required or implied b}� the mal:ing of any
representation or�aarrantv ���hich is so limited to matters within USOC's actual l:now�ledge; and
in no e�ent shall USOC's Representatives have any personal liabilit}� therefor.
9.7 Survival. All of the foregoing representations and ��arranties of USOC
�vill sur�i��e Closing for a period of nine (9) months afrer the Transfer Date. I�'o claim for a
breach of an�� representation or warrant�- of USOC �vill be actionable or payable if(i) Cit�� does
not notifi USOC in ���ritine of such breach and commence a "leeal action" thereon within said
nine (9) months, or (ii) the breach in question results from or is based on a condition, state of
facts or other matter���hich �i�as actualh� l:no��m to Cin�prior to Closing.
]0. AS-IS Transfer. Cin� acl:no�+�ledees. b�� its initials as set forth belo���. that the
provisions of this Section 10 ha��e been required b}� USOC as a material inducement to enter into
the contemplated transactions, and the intent and effect of such provisions ha��e been explained
to Cin bv City's counsel and have been understood and agreed to b�- Cin.
10.1 Citds Ackno���ledament. As a material inducement to USOC to enter into
this Aereement and to com�ey the Propert}� to Ciq�, Cit}� hereby ackno��ledees and a_rees thar.
10.1.1 AS-IS. Escept as othern=ise expressl}� set forth in this Aereement.
and subject to USOC's representation and �aarranties set forth in this Aereement City is
purchasino the Propert}� in its esistino condition. "AS-IS, V�'HERE-IS, WITH ALL FAULTS,"
and has made or has waived all inspections and im estigations of the Propem� and its ��icinin�
usoc cnwa v:p,
i o:s+so.o�n_�
8S88S8-OOii3l3-19-Ibrdbs�dbs 'I�- _ �PropertyTmnsfaAmcment�
I DOCS?40ii�-f.12 .
which City belie��es are necessar}�to protect its oNm interest in, and its contemplated use of, the
Propert��.
Cit��'s Initials
10.1.2 I�TO Representations. Other than the express representations and
warranties of USOC contained in this Agreement, neither USOC, nor an��person or entit�� actin�
bv or on behalf of USOC, nor an�� direct or indirect member: partner, officer, director; or
employee of USOC. nor an}� agent, affiliate, successor or assign of USOC (collectiveh�; the
"USOC Groun") has made am� representation; �arrant��. inducement, promise, aereement,
assurance or statement. oral or�iritten, of any kind to Cim upon �tifiich Ciri is relving; or in
connection with which City has made or ���ill mal:e anv decisions concemine the Propert�� or its
��icinitv indudin�, without limitation. its use. condition. value: compliance with "Govemmental
Regulations." existence or absence of Hazardous Substances, or the permissibilit��, feasibilit}�, or
com�ertibilin- of all or any portion of the Propert}� for any paRiculaz use or purpose. includin2,
���ithout limitation; its present or future prospects for sale. lease: development, occupancy or
suitabilirv as securitv for financine. As used herein. the term "Go��emmental Re�ula[ions"
means ane laH�s (includine Environmental Laws), ordinances, rules; requirements, resolutions,
polic�� statements and regulations (including; ���ithout limitation. those relating to land use,
subdivision, zoning, Hazardous Substances, occupational health and safet��, handicapped access:
��ater, earthqual:e hazard reduction, and buildine and fire codes) of anv eovernmental or quasi-
eovemmental bod�� or aeenc�� claimine jurisdiction over the Propert}�. As used in this
Agreement; the follo«�ing definitions shall appl}�: "Environmental Laws" shall mean all
federal. state and local laws. ordinances. rules and reeulations now or hereafrer in force. H�hether
statutorv or common law, as amended from time to time. and all federal and state court
decisions, consent decrees and orders interpretine or enforcing an�� of the foregoing, in anv ���av
relatine to or reeulatina human health or safetv. or industrial hveiene or environmental
conditions, or protection of the em�ironment, or pollution or contamination of the air, soil;
surface «=ater or ground�i�ater. and includes. without limitation; the Comprehensi��e
En��ironmental Response, Compensation and Liability Act of 1980. 42 U.S.C. y 9601, et seq., the
Resource Consen�ation and Recoven� Act; 42 U.S.C. § 6901, et seq.; and the Clean Water Act,
33 U.S.C. § 12�1, et seq. "Hazardous Substances" shall mean an�- substance or material that is
described as a toxic or hazardous substance; ���aste or materia] or a pollutant or contaminant. or
words of similar import, in an}� of the Environmental La���s, and indudes asbestos; petroleum
(induding crude oil or anv fraction thereof. natural gas. natural gas liquids: liquefied natural gas.
or s��nthetic sas usable for fuel, or anv mizture thereo�, petroleum-based products and petroleum
additi��es and deri��ed substances. lead-based paint, mold, fungi or bacterial matter,
polychlorinated biphen}�Is; urea formaldeh��de, radon gas: radioacti�e matter, medical ti�aste, and
chemicals ���hich ma�� cause cancer or reproductive tosicit��.
Cirv's Initials
10.1.3 No Imqlied V�'arranties. Escepting an�� representation or���arrant��
set fonh herein, USOC hereby specificall�� disclaims: (a) all �varranties implied b�� la��� arisine
out of or�rith respect to the execution of this A_reement, an�� aspect or element of the Propem.
USOC Chula\'i�a
1036150.OIM
SS888S-003 7 32-7 9-16ldbs�dbs -�6- �ProprnyTtansRrAgreemevQ .
DOC$?�0ii17.1?
or the performance of USOCs oblieations hereunder includine. without limitation. all implied
warranties of inerchantabilit��; habitabilin� and/or fitness for a paniculaz purpose; and (b) am�
ti�arrann�. wazantv or representation, oral or«Titten, past, present or future, o£ as to; or
concerning (i) the nature and condition of the Propem= or other items con��eved hereunder;
includine. without limitation. the �vater, soil. and eeoloev. the suitabilin� thereof and of the
Propemyor other items conveyed hereunder for am� and all acti��ities and uses which Cit}� ma}
elect to conduct thereon. the existence of anv en��ironmental hazards or conditions thereon
(includine but not limited to the presence of asbestos or other Hazardous Substances) or
compliance N�th applicable En��ironmental La�+�s; (ii) the narure and extent of anv riaht-of-«�av,
lease. possession. lien, encumbrance, license, resen�ation; condition or othen��se; and (iii) the
compliance of the propem� or other items conve��ed hereunder or its operation �vith am�
governmental regulations.
Citds Initials
10.1.4 Information Supplied b�� USOC. Cit�� specificallv ackno��ledges
and aerees that USOC has made no representation or H�arranty of an�� nature concemine the
accuracv or completeness of any documents deli��ered or made available for inspection by USOC
to Cit�. includine, without limitation, the Due Dilieence Items. and that Cit�� has undertaken such
inspections of the Propem as Citv deems necessarv and appropriate and that Ciri� is rel}�ing
soleh upon such investieations and not on an�� of the Due Dilieence ]tems or anv other
information provided to Cin� by or on behalf of USOC. As to the Due Dilieence Items, Citv
specificall�� ackno�iledees that the�� have been prepazed by third parties with whom Ciq�has no
privin�and City acknowledees and agrees that no �+�arranh� or representation, express or implied.
has been made; nor shall anv be deemed to have been made, to Cit�� w�ith respect thereto; either
bv USOC or the USOC Group or b}� an��third parties that prepared the same.
Cit��'s [nitials
10.1 S Release. As of the Close of Escro���. Cit�� and the Citv Parties
hereb}� fully and irrevocabh� release USOC and the USOC Group from an} and all claims that
the Cit<< Parties ma�= ha��e or thereafrer acquire against USOC andlor the USOC Group for any
cost loss, liabilit}�. damaQe, expense; demand, action or cause of action ("Claims") arising from
or related to an�� matter of am� nature relatins to, the Propert}� includins. «�ithout limitation, the
ph}�sical condition of the Property, any latent or patent construction defects, errors or omissions.
compliance H�ith law matters, Hazardous Substances and other em�ironmental matters �+�ithin,
under or upon; or in the vicinih� of the Propert��_ including. N�ithout limitation. an��
Environmental La���s. The foresoine release bv Citv and the Citv Parties shall indude. �vithout
limitation, anv Claims City and/or the Citv Parties ma�� have pursuant to am� statutory or
common law right Cin may have to recei��e disclosures from USOC; including; �+�ithout
limitation, any disdosures as to the Property's location �vithin areas desienated as subject to
flooding. fire; seismic or earthquake risks b�- an�� federal, state or local entit.�, the presence of
Hazardous Substances on or beneath the Propert�-. the need to obtain flood insurance, the
cenification of���ater heater bracine and/or the ad��isabilitv of obtainine title insurance. or anv
other condition or circumstance affecting the Propem=, its financial ��iabilim. use or operation, or
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an��portion thereof. This release includes Claims of��hich Ciri- is presentl}� unaware or which
City does not presenth� suspect to eaist in its favor which, if l:no��n b�� Cim, �vould materiall}�
affect Cit��'s release of the USOC and/or the USOC Group. ln connection N�ith the eeneral
release set forth in this Section 10.1.�_ Cin� specificalh ��ai��es the provisions of California Civil
Code Section 1�42; which provides as follo���s:
"A general release does not eatend to claims ���hich the creditor
does not know or suspect to eaist in his or her favor at the time of
eaecutine the release. Hfiich if l:no���n bv him or her must ha��e
materiall�� affected his or her settlement with the debtor."
Cirv's lnitials
Nonvithstandine an�nhino to the convarv set forth in this Section ]0.1.�_ the Fore2oins
release is not intended to and does not cover anv claims (i) arisine from a breach of USOC's y
representations or �varranties set fonh in this Aereement (ii) an}� claims for personal injury or
other tort claims based on events occumng prior to the Transfer Date, and (iii) anv and all
emplo}�ment claims made b�� emplo��ees of USOC to the extent the same relate to the period prior
to the Transfer Date (such claims in clauses (ii) and (iii) beine referred to herein as "Pre-
Transfer Date Excluded Claims"). USOC hereb� aerees to indemnif}�, defend and hold Cit}�
harmless from and asainst anv and all Pre-Transfer Date Excluded Claims.
10.1.6 Natural Hazard Disclosure. Cin� and USOC acl:no�aledee that
USOC is required to disdose if anv of the Propem� lies ���ithin the follo��ine natural hazard areas
or zones: (i) a special flood hazazd azea designated by the Federal Emergencv Manaeement
Aeencv; (ii) an area of potential flooding; (iii) a verv high fire hazard severit�� zone; (iv) a ���ild
land azea that ma}� contain substantial forest fire risks and hazards; (v) an earthquake fault or
special studies zone; or (vi) a seismic hazard zone. City ackno��-ledges that USOC will emplo��
the services of Disdosure Source ("Natural Hazard Expert") to examine the maps and other
information specificalh� made a��ailable to the public b}� go��ernment aeencies and to report the
results of its examination to City in N�ritine. The «ritten report prepared by the 1�'atural Hazard
Eapen reearding the results of its examination full}� and completel�� discharees USOC from its
disclosure obligations referred to herein. and, for the purposes of this Aereement, the pro��isions
of Civil Code Section 1103.4 reaazdina the non-liabiliri- of USOC for errors and/or omissions
not �vithin its personal l:nowledae shall be deemed to apply; and the I�'atural Hazard Expert shall
be deemed to be an espert dealine "�ith matters �vithin the scope of its espertise with respect to
the examination and ���ritten report reQazdine the natural hazards referred to above.
10.1.7 Section 2�3�9.7. Cin� acl:now9edaes and aerees that the sole
inquirv and im�estieation USOC conducted in connection N�ith the environmental condition of
the Property is to obtain the environmental report(s) which are pan of the Due Dili�ence Items
and that; for purposes of Califomia Health and Safet�� Code Section 2�3�9.7; USOC has acted
reasonablv in rel��in� upon said inquin� and investigation and the deli��ery of this Agreement
constitutes «ritten notice to Cit� under such code section.
1 1. Casualt�� and Condemnation.
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11.1 Material Casualtv. In the event that prior to the Close of Escrow a
material portion of the Real Properh� is destro��ed or materiallv damaeed. Cit�� shall ha��e the
ri_ht; exercisable bv ei��ino ���ritten notice to USOC �vithin thim� (30) davs after receipt of
�i�ritten notice of such damase or destruction. either (i) to terminate this Aereement in w�hich
event the Deposit and all interest accrued thereon shall be immediatel}� rerumed to City. an��
other money or documents in Escrow shall be remmed to the party depositine the same, and the
provisions of Section 4.4 shall apply, or (ii) to accept the Rea] Propem� in iu then condition and
to proceed with the consummation of the transaction contemplated b�� this Aereement. with an
abatement or reduction in the Purchase Price in the amount of the deductible for the applicable
insurance coveraee, and to receive an assienment of all of USOC's riehts to anv insurance
proceeds payable b}� reason of such damage or destruction, other than rental abatemenUrent loss
insurance attributable to the period of time prior to the Closing N�hich shall be retained bv or paid
to USOC. If City elects to proceed under clause (ii) abo��e. USOC shall not compromise. settle
or adjust an}� claims to such proceeds ��'ithout City's prior �vritten consent.
11.2 Non-Material Casualtv. In the event that prior to the Close of Escro��� a
non-material portion of the Rea1 Propem� is damaged or destro��ed, USOC shall. subject to the
follo���ine sentence. repair or replace such damage prior to the Close of Escrow.
Non��ithstandine the precedine sentence, in the e��ent USOC elects not to or is unable to repair or
replace such damaQe: USOC shall notif.� Cin� in �+�ritine of such fact (the "Non-Repair Notice")
and City shall thereafrer accept the Real Propert}� in its then condition, and proceed «ith the
transaction contemplated b}� this Aereement and Cit}� shall receive an abatement or reduction in
the Purchase Price in the amount of the deductible for the applicable insurance coveraee; and
Cim shall be entitled to an assienment of all of USOCs rights to anv insurance proceeds payable
bv reason of such damaee or destruction. other than rental abatemenUrent loss insurance
attributable to the period of time prior to the Closin2 ti�hich shall be retained by or paid to
USOC. In the event USOC does not repair or replace such damaees. USOC shall not
compromise, settle or adjust any claims to such proceeds «-ithout Cin's prior written consent.
113 Material Condemnation. In the event that prior to the Close of Escrow; all
or am� material portion of the Real Propert}� is subject to a tal:ing b}� a public or govemmental
authoritv. Cit� shall ha��e the rieht. exercisable b�� ¢ivin� written notice to USOC «�ithin thim
(30) da��s afrer recei��ine ��ritten notice of such taking. either (i) to terminate this Aereement, in
���hich event the Deposit and all interest accrued thereon shall be immediatel�� retumed to Cit��;
any other mone�� or documents in Escro�v shall be retumed to the part}�depositins the same. and
(ii) to accept the Real Propert}� in its the� condition. �iithout a reduction in the Purchase Price,
and to recei��e an assignment of all of USOC's riehts to any condemnation aw�ard or proceeds
pa}�ab1e b}� reason of such tal;in_. If Cin� elects to proceed under clause (ii) abo��e, USOC shall
not compromise. settle or adjust an}� claims to such awazd ��ithout Cit��'s prior written consent.
11.4 Non-Ivlaterial Condemnation. In the event that prior to the Close of
Escrow, an}� non-material portion of the Real Propertv is subject to a takine by an�� public or
eovernmental authorit�•; Cin� shall accept the Real Property in its then condition and proceed
�rith the consummation of the transaction contemplated b}� this Agreement. in N�hich event Cit��
shall be entitled to an assianment of all of USOC's ri�hts to am� a��-ard or proceeds pa}�able in
connection ���ith such takine. In the e��ent of an�� such non-material takina. USOC shal] not
compromise. settle or adjust any claims to such award ���ithout Cit��s prior ���ritten consent.
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i L� 1�4aterialin� Standard. For purposes of this Section 10; damase to the Real
Propem� or a taking of a portion thereof shall be deemed to im�oh�e a material portion thereof if
the estimated cost of restoration or repair, as estimated b}� Cit}� and USOC in their reasonable
discretion. of such damaee or the amount of the condemnation award with respect to such taking
shallexceed �2.000.000.00.
11.6 \'otice of Casualtv and Condemnation. USOC aerees to eive City prompt
N�ritten notice of anv tal:ing of; proposed tal:ins of damage to or destruction of the Real
Propem�. �
12. Notices. All notices or other communications required or permitted hereunder
shall be in �vriting, and shall be personall}� deli��ered (indudine bv means of professional
messenoer service or reputable air express sen�ice utilizing receipts) or sent b}�telecop}�, receipt
confirmed; and shall be deemed recei��ed upon the date of receipt thereof if received prior to �:00
p.m. of the recipient's business da��, and if not so recei��ed, shall be deemed received upon the
follo�ti�ine business da��.
To USOC: Chief of Pazal��mpic Sport and NGB Organizational
De��elopment U.S. Paraltimpics United States Olvmpic
Committee
One Oh�mpic Pla�a
Colorado Springs, CO 80907
Fa� I�'o.:
With a copy to: General Counsel
United States Olympic Committee
One Oh�mpic Plaza
Colorado Sprinas, CO 80907
Fax No.:
With a copv to: Ailen Matkins Leck Gambie Mallory R Natsis LLP
�1� S. Fieueroa Street. 9`� Floor
Los Aneeles. Califomia 90071
Attn: David B. Stone
Fax No.: (2li) 620-8816
To Cit��: At Cit�'s I�'otice Address set fonh in the Summarv of
Business Terms.
To Escro��� Holder: At Escro��� Holder's Address set forth in the Summarv of
Business Terms.
Notice of change of address shall be given by ���itten notice in the manner detailed in this
Section 11. �
13. Default.
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13.1 Default bv USOC. In the event that USOC fails to perform an�� of the
material co��enants or aereements contained herein �vhich aze to be performed bv USOC, Cim
mav, at its option and as its exclusive remed��. either(i) terminate this Agreement b} eirine
�ritten notice of termination to USOC. and both Cirv and USOC ���ill be relie��ed of an�� further
oblieations or liabilities hereunder. except for those oblieations �vhich expressl}� sur�ive an��
termination hereo£ or(ii) seek specific performance of this Asreement. If Cin�elects the
remed�� in subsection (ii) above; Citv must commence and file such specific performance action
in the appropriate court not later than thim- (30) da��s follo���ine the Transfer Date. Escept as
specificall�� set forth in this Section 12.1. Cit}� does hereb}� specificall�� waive anv rieht to pursue
an�� other remedy at la��� or equity for such default of USOC, including; N�ithout limitation, an}�
right to seek, claim or obtain actual damaees, punitive damaees or consequential damages.
13.2 Default bv Cit��. II�' THE EVEIvT THE CLOSE OF ESCROW DOES
I`'OT OCCUR AS HEREII�' PRO\'IDED BY REASON OF ANY DEFAULT OF CITY A?��
PROVIDED USOC IS NOT OTHERII'ISE Ii�' DEFAULT. CITY AND USOC AGREE THAT
IT R'OULD BE IA4PRACTICAL A?�TD EXTREA4ELY DIFFICULT TO ESTIn4ATE THE
D,4NIAGES WHICH USOC MAY SUFFER. THEREFORE CITY A1�'D USOC DO HEREBY
AGREE THAT A REASOI�iABLE ESTIb�LSTE OF THE TOTAL NET DETRIn4E\iT TI LAT
USOC �4'OULD SUFFER II�' THE EVEI�TT THAT CITY DEFAULTS AI�'D FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY IS Ai\'D SHALL BE AI�' Ah40UI�TT
EQli.AL TO ��0,000.00; TOGETHER WITH THE ACCRUED II�'TEREST THEREOI�T; A\�,
AS USOCS SOLE AND EXCLUSIVE REMEDY (V�'HETHER AT LAW OR I1�' EQUITY).
SA1D A1�40UI�T SHALL BE DISBURSED TO USOC AS THE FULL. AGREED AI��D
LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMEh'T BY CITY VJHICH
RESULTS II�' THE CLOSE OF ESCROW NOT OCCURRING. ALL OTHER CLAIMS TO
DAMAGES OR OTHER REMEDIES IN RESPECT OF CITY'S BREACH OF THIS
AGREEMEI�TT BEII�'G HEREIt�' EXPRESSLY WAIVED BY USOC. SUCH PAPMENT OF
THE DEPOSIT IS NOT INTEI�'DED AS A PENALTY. BUT AS FULL L[QUIDATED
DAMAGES. NOTHII�'G CONTAII�'ED IN THIS SECTION SHALL LIMIT USOC'S RIGHT
TO RECEIVE REIA4BURSEMEI�'T FOR COSTS AND EXPEI�'SES PURSUAi\'T TO
SECTION 1�.� BEL0�4'. I�OR WAIVE OR AFFECT CITY'S II�'DEA�[I�iITY A\TD
CONFIDE\'TIALITY OBLIGATIONS.
USOCS II�'ITIALS CITY'S II�'ITIALS
133 Indemnities: Defaults afrer Closine or Termination. The limitations on the
parties' remedies set forth in Sections 13.1 and 13.2 ti�ill not be deemed to prohibit either part}
from (i) specificall}� seeking indemnification from che other for any matter H�ith respect to which
such other party has agreed hereunder to pro��ide indemnification or from seeking damages from
such other party in the e��ent it fails or refuses to provide such indemnification; (ii) subject to the
terms. conditions and limitations of this Aereement. seekin� dama�es incurred during the period
of time afrer Closing that a representation or���arrann� eiven as of the Transfer Date b�-the other
party hereunder sun�i��es Closine, for the other parh's breach of such representation or �varrant�
disco�ered afrer such Closing; or (iii) subject to the terms. conditions and limitations of this
Aereement seeking damaees or such equitable relief as ma�� be a��ailable for the o[her pam's
failure to perform afrer anv termination of this A�reement am� obli�ation hereunder ���hich
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expressly survives such termination; provided, hoti�e��er, that in no event �vhatsoever��ill either
part�� be entitled to reco��er from the other any punitive, consequential or speculative damages.
USOCS II�'ITIALS CITY'S II�'ITIALS
13.4 Limited Liabilim. I�'ot���ithstanding an�nhine to the contran� herein, Cit��
on its o�tim behalf and on behalf of its agents; members. partners, emplo}�ees; representati��es,
officers. directors, agents, related and affiliated entities. successors and assiens (collectivel��, the
"Cih� Parties") hereb�� asrees that in no event or circumstance shall anv of the USOC Group
(other than USOC), USOC's propem= mana�ement company or affiliated or related entities of
USOC ha�e am� personal liabilim under this Agreement. I��otw�ithstandine an�thine to the
contrar�� contained herein: (a) the ma�imum aggreQate liabilitv of USOC; and the ma�imum
aggregate amount ��fiich ma�� be awazded to and collected b}� Cit}� (includins. ���ithout limitation.
for an�� breach of am� representation, ��arrantv and/or co��enant of USOC) under this Aereement
or an��documents esecuted pursuant hereto or in connection herewith, includine, ti�ithout
limitation_ the Exhibits attached hereto (collecti��eh�; the "Other pocuments") sha1L under no
circumstances whatsoe��er: e�ceed $100,000.00 (the "CAP Amount"); and (b) no claim by Cit�°
alleeins a breach bv USOC of an}� representation, �i�arrant�� and/or co��enant of USOC contained
herein or an�� of the Other pocuments may be made, and USOC shall not be liable for any
judgment in an}� action based upon any such daim, unless and until such claim; either alone or
toeether���ith any other claims b}� Cin� allegino a breach by USOC of an�� such representation,
�aarranm andlor co��enant. is for an aggregate amount in excess of�20:000.00 (the "Floor
Amount"); in which event USOC's liability respecting any final judgment conceming such daim
or claims shall be for the entire amount thereof, subject to the CAP Amount set forth in clause
(a) above; provided, ho�vever. that if any such final judement is for an amount that is less than or
equal to tbe Floor Amount; then USOC shall have no liability ��ith respect thereto.
1�4. Assienment. Ciri ma<< not assien, transfer or conve�� its riehts and oblieations
under this Agreement or in the Propem� H�ithout the prior written consent of USOC (�;�hich
consent ma}� be �vithheld in USOCs sole and absolute discretion), and no such approved
assienment shall relieve Cit�� from its liability under this Agreement.
1�. Miscellaneous.
1�.l Go��emine La�a. The parties hereto espressl}� aaree that this Aereement
shall be eoverned b��; interpreted under, and construed and enforced in accordance ���ith the la���s
of the State of California.
1�.2 Partial Invaliditv. If anv term or pro��ision or portion thereof of this
Agreement or the application thereof to any person or circumstance shall; to am� e�tent, be
in��alid or unenforceable. the remainder of this Agreement, or the application of such term or
pro��ision or portion thereof to persons or circumstances other than those as to which it is held
im�alid or unenforceable. shall not be affected thereb��, and each such term and provision of this
A=reement shall be valid and be enforced to the fullest e�tent permitted b� la«�.
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1>3 V1'aivers. I�'o ���aiver of an}� breach of an�� covenant or pro��ision herein
contained shall be deemed a waiver of an�� preceding or succeedina breach thereof; or of an}�
other covenant or pro��ision herein contained. \�o eatension of time for performance of anv
obligation or act shall be deemed an extension of the time for performance of anv other
oblieation or act.
1�.4 Successors and Assians. Subject to the pro��isions of Section 13: this
Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of
the panies hereto.
]�.� Professional Fees. In the e<<ent of the brineine of am� action or suit b�� a
parn� hereto aeainst another partv hereunder b�� reason of an�� breach of an�- of the covenants,
agreements or provisions on the part of the other pam� arising out of this Agreement. then in that
eve�t the prevailine partv shall be entitied to have and recover of and from the other part�- all
costs and expenses of the action or suit and any appeals therefrom, and enforcement of any
judgment in connection there�i�ith, including actual attome}�s' fees, accountine and eneineering
fees; and an�� other professional fees resultine therefrom.
1�.6 Entire Aereement. This Aereement (including all Exhibits attached
hereto) is the final expression of; and contains the entire aereement between. the parties ���ith
respect to the subject matter hereof and supersedes all prior understandings �ith respect thereto.
This A�reement mav not be modified, chaneed, supplemented or terminated, nor ma�� any
obligations hereunder be �vaived: e�cept bv written instrument siened b��the party to be charged
or by its agent duly authorized in ��Titing or as otherwise expressl�� permitted herein. This
Aereement ma�� be executed in one or more counterparts, each of ti�hich shall be an original; and
all of���hich tosether shall constimte a single instrument. The parties do not intend to confer anv
benefit hereunder on am� person, firm or corporation other than the parties hereto.
1�.7 Time of EssenceBusiness Da��s. USOC and Cit�� herebv acl:no���led�e
and a�ree that time is strictl�� of the essence �vith respect to each and every term, condition,�
obligation and provision hereof and that failure to timel��perform an}� of the terms, conditions;
oblieations or pro��isions hereof b�� either pany shall constitute a material breach of and a non-
curable (but waivable) default under this Aereement b� the pam� so failin� to perform. Unless
the context otherti�ise requires, all periods terminatine on a given da}�, period of da}�s, or date
shall terminate at �:00 p.m. (Pacific time) on such date or dates. and references to "days" shall
refer to calendaz days except if such references are to "business days" �ahich shall refer to days
which aze not Saturday_ Sunda�� or a lega] holidav. Non�-ithstanding the foreooing. if any period
terminates on a Samrdav. Sunda�� or a lesal holidav. under the la�vs of the State of Califomia, the
termination of such period shall be on the neat succeedino business da��.
]�.8 Construction. Headines at the beeinnine of each paragraph and
subpazagraph aze solel�� for the convenience of the parties and are not a part of the Aereement.
��'hene��er required b}� the context of this Aereement, the singular shall indude the plural and the
masculine shall include the feminine and ��ice ��ersa. This Aereement shall not be construed as if
it had been prepared b}� one of the parties: but rather as if both parties had prepared the same.
Unless othen��ise indicated. all references to sections are to this Aareement. All exhibits referred
to in this Agreement are attached and incorporated b�� this reference. In the e��ent the date on
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which Cin� or USOC is required to tal:e am� action under the terms of this Agreement is not a
business dav. the action shall be tal;en on the next succeedine business dav.
16. Confidentialitv. The parties agree that this Agreement and all materials and
information exchaneed in connection therewith will be subject to the terms of the August 13:
2014 Confidentialitv Agreement between the parties, as if such terms ���ere recited herein.
[SIGNATURES APPEAR ON THE FOLLO�VING PAGE�
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II�' R'ITI�'ESS W7-IEREOF; the parties hereto have executed this Aereement as of the date
and veaz hereinabove «7itten.
"USOC" UI�'ITED STATES OLYMPIC COMMITTEE.
a federallv chartered non-profit entiri�
B��:
Name:
Title:
"CITl"' CITY OF CHIJLA \'ISTA.
a chartered municipal corporation
B��:
Name:
Title:
USOC @ula�'iza
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JOINDER BY ESCR0�1' HOLDER
Escrow Holder(as defined in Section 3 of Article I abo��e) hereb} ackno���led�es that it has
received this Agreement executed b�� the USOC and City and accepts the oblieations of and
insvuctions for the EscroH� Holder set forth herein. Escro« Holder aerees to disburse and/or
handle the Purchase Price and all closina documents in accordance �ti�ith this Aereement.
Dated: . �0
Bv:
I�'ame:
Title:
USOC Chula�'isa
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EXHIBIT "A"
LEGAL DESCRIPTION
[To be provided]
EXHIBIT "A" usoccn�ia�;�a
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EaHIBIT "B"
RECORDING REQUESTED BI'
AI�'D «'HEN RECORDED MAIL TO:
(Above Space For Recorder's Use Onl��)
GRANT DEED
THE Uri'DERSIGNED GRANTOR DECLARES:
Documentarv transfer ta�is S
(X) computed on full value of propem�conveyed, or
O computed on full value, less value of liens and encumbrances
remainine at time of sale.
THE PROPERTY IS LOCATED IN , CALIFORI�'IA.
FOR VALUABLE CONSIDERATIOI�', receipt of N�hich is hereby acl:no�vledeed;
LTt�'ITED STATES OLYMPIC COMMITTEE. a federally chartered non-profit entitv, herebv
GRANTS to CITY OF CHULA \'ISTA, a chartered municipal corporation, that certain real
propem� which is more particulazlv described on Exhibit "A" ��hich is attached hereto.
Subject to:
1. Nondelinquent ta�es and assessments;
2. All other covenants. conditions. and restrictions. resen�ations. riahts, ri�hts of
wa}�. easements, encumbrances. liens. and title matters of record or visible from an inspection of
the propeRy or�fiich an accurate surve�� of the property ���ould disclose.
Dated: . 20 UT'ITED STATES OLYA4PIC COMMITTEE.
a federall�� chartered non-profit entity
B}�:
Name:
7-itle:
io_�+>o.mn.n
EXHIBIT "B" usoccr�ia����
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ACKIVOWLEDGMEn`T
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy,
or validity of that document.
State of Califomia )
Counn� of )
On . before me,
(insert name of notan�)
Notar}� Public, personall�� appeared
���ho proved to me on the basis of satisfactory evidence to be the person(s) Hfiose name(s) is/are
subscribed to the ���ithin instrument and ackno���ledaed to me that he/she/the�� ezecuted the same
in his/her/their authorized capacit��(ies), and that b}� his/her/their si�nature(s) on the instrument
the person(s). or the entit}� upon behalf of which the person(s) acted, e�ecuted the instrument.
I certifi� under PEI�'ALTY OF PERJURY under the laH�s of the State of Califomia that
the foregoing paragraph is true and correct.
VJITNESS m�� hand and official seal.
Si�nature (Seal)
io?wso.mn.n
E?iHIBIT "B„ usoccnwaw�
888885-0031i/7-19-16/dbs/dbs -�- �Prapmp Transfer A�aremenQ
DOC$?�OiSli.l?
EXHIBIT "C-1"
TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
To inform . a
("Transferee"). that ���ithholding of tas under Section 144� of the Intemal Revenue Code of
1986. as amended ("Code") ���ill not be required upon the transfer of certain real property to the
Transferee bv , a (°Transferor"), the
undersiened hereb�� certifies the follo�ine on behalf of the Transferor:
l. Transferor is not a forei�n corporation, foreign pannership: foreign trust. or
foreign estate (as those terms aze defined in the Code and the Income Tas Regulations
promuleated thereunder);
2. Transferor's U.S. emplo}�er identification number is
3. Transferor's office address is United States Olympic Committee, One Olympic
Plaza. Colorado Springs, CO 80907;
4. Transferor is not a disreearded entit�� as defined in y 1.1445-2(b)(2)(iii).
Transferor understands that this Certification ma�� be disclosed to the Internal Revenue
Sen�ice bv Transferee and that an�� false statement contained herein could be punished by £me.
imprisonment, or both.
io:c�so.ouu EXH[BIT "G1" USOCChula\'i9a
888888-003132-19-16�dbs�db< -�- �Ropertr Transfn Acreemem)
DOCS?30ii1}.1?
Under penaln� of perjun� I declare that I ha��e examined this Certification and to the best
of m}� l:nowledee and belief it is true: correct and complete; and i further declare that ] have
authoritv to si�n this document on behalf of Transferor.
Date: . �0
"TRANSFEROR"
a
B��:
Name:
Title:
io:�so oin.n
EaHIB[T "C-1" usoccn�ia���,a
888&SS-0031 iP_-19-16�dbs/dbs -�- �Propertr Teans(er A_reemmQ
DOC$?SOi5�i1.1?
EXHIBIT "C-2"
[l�'OTE: CA 593-C TO BE UPDATED BASED UPON APPLICABLE YEAR]
EXHIBIT "C-2" USOCChulaVista
1036t5001/LA
S88S88-OOi I:R-19-16ldbs/dbs -�' �Ropeny Trans(er A�eemenQ
DOCS?40 i i;a.i Z -
EXH[BIT "D"
ASSIGNn4ENT OF LEASES
THIS ASSIGI�'MENT OF LEASES ("Assignment") is made this day of
, 20_("Assienment Date") b�� and bet�=een the U�'ITED STATES
OLYI�4PIC COMn41TTEE, a federall}� chartered non-profit entit}� ("Assi�nor"): and the CITY
OF CHIJLA VISTA, a chartered municipal corporation ("Assienee").
WITNESSETH:
A. Assignor and Assienee, entered into that certain Aereement of Propert}� Transfer
and Joint Escrow Instructions dated as of . 20_("Aareement"); respectine
the sale of the Propem�. Capitalized terms used herein and not sepazateh� defined have the
meanines ascribed to them in the Aereement.
B. Under the Aereement. Assianor is oblieated to assien to Assienee all of
Assianor's right, title and interest in and to the Leases and securiry deposits paid b}�tenants
("Tenants") under the Leases (as defined belo���) to Assignor ("Deaosits").
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiene�� of
���hich aze hereby ackno�vledged, the parties hereto hereb}� agree as follo��s:
1. Effecti��e as of the Assisnment Date, Assignor hereby assigns. sells. vansfers, sets
o��er and delivers unto Assienee all of Assienor's estate. rieht. title and interest in and to the
leases listed on Schedule 1 attached hereto (collecti��el��, the "Leases") and the Deposits and
Assignee hereb�� accepts such assignment. I�'otN�ithstanding the foregoine or an}Rhing to the
contrarv contained herein, Assignor shall retain all rights, title and interest in and to all rentals
and other amounts pa}�able by Tenants; and other riehts and claims against anv parties, under the
Leases for the period of time prior to the Assignment Date.
2. Assienor hereby co��enants that Assignor will, at any time and from time to time
upon ���ritten request therefor. execute and deliver to Assisnee; Assignee's successors. nominees
or assions, such documents as Assienee or they ma} reasonabh� request in order to fully assign
and transfer to and vest in Assignee or Assienee's successors. nominees and assigns the Leases
and the Deposits.
3. Assienee hereb�� assumes the performance of all of the terms; covenants and
conditions imposed upon Assienor as landlord under the Leases accruino or arising on or afrer
the Assi�nment Date. Assienee shall protect, defend, indemnif�� and hold harmless Assi�nor
with respect to an�� and all claims, costs. liabilit�� or damases arisins out of or relatins to an��
purported breaches b}� Assienee of the Leases which accrue on or afrer Assignment Date.
Assignor shall protect; defend, indemnify and hold harmless Assignee ��ith respect to am� and all
claims. costs; liabilitv or damages arisine out of or relating to any purported breaches by
Assignor of the Leases ���hich accrue prior to the Assignment Date.
�. In the e��ent of the brinaine of am� action or suit bv a pany hereto against another
part}� hereunder b�� reason of am� breach of an�� of the co��enants. conditions, a_reements or
io:wso.om.n
EaHIBIT "D" usoccn�iav��
SS888S-00?I3/?-19-16ldWdbs '�' �Ropeny Tmnc(e�AgeemrnQ
DOCS?�f0 i>ii.l?
pro��isions on the part of the other part}� arisine out of this Assignment, then in that e��ent the
prevailing parn� shall be entitled to ha��e and recover of and from the other pam� all costs and
expenses of the action or suit including reasonable attome��s' fees.
�. This Assienment ma}� be executed in counterparts; each of N�hich shall be deemed
an orieinal. but all of N�hich. to¢ether. shall constitute one and the same instrument.
6. This .Assionment shall be binding upon and inure to the benefit of the successors,
assienees, personal representati��es: heirs and leeatees of all the respective parties hereto.
7. This Assienment shall be govemed b��, interpreted undec and construed and
enforceable in accordance H�ith. the law-s of the State of California.
Ii�i V�'ITI�TESS ��'HEREOF. Assienor and .Assienee ha��e e�ecuted and delivered this
Assienment as of the dav and veaz first written abo��e�
".Assienor" U1�TITED STA7ES OLYMP[C COMI�4ITTEE.
� a federall}� chartered non-profit entity
B��:
Name:
Title:
"Assienee" CITY OF CHULA VISTA.
y a chartered municipal corporation
B��:
Name:
Title:
�o��sooin.n
EXHIBIT "D" usoccn�iav�:„
888888-OOiLP_-19-16/dbydbs -�- �Propem�Teansfn AgreemenQ
DOC$?30 i i-U.I?
EXHIBIT "E"
ASSIGNMENT AND ASSUMPTION OF BOATHOUSE LEASE
This ASSIGI�TMEI`'T AI�'D ASSUMPTIOI�' OF BOATHOUSE LEASE (this
"Assianment") is made this dav of , 20_. b�� and between UI�'ITED
STATES OLYMPIC COn4n4ITTEE, a federall} chartered non-profit entity ("Assianor"). and
the CITY OF CHtiLA VISTA, a chartered municipal corporation ("Assi�nee"), ���ith reference to
the follo���ine facts:
RECITALS :
A. Assienor is the lessee under that certain Lease e�:ecuted as of Aueust 17. 1992 b��
and bet���een the Cim of San Diego, as lessor ("Lessor") and the Foundation. that certain
Memorandum of Lease by and bet��=een San Diego and the Foundation recorded on September 1;
199� in the Official Records as Instrument No. 199�-O.i89092. that certain Assisnment and
Assumption of Lease bet��een the Foundation and the USOC recorded on September 1. 199� in
the Official Records as Instrument No. 199�-038909�. that certain First Amendment to Lease
Aereement dated as of December 6. 199�. and that certain Second Amendment to Lease
A�reement dated (collectivelv, the "Boathouse Lease")
B. Pursuant and subject to the terms of that certain Aereement of Property Transfer
and Joint Escro��� Instructions dated as of . 20 . entered into bv Assienor and
Assignee (the "AareemenY'). Assignor now desires to assien and transfer to Assienee its
leasehold interest underthe Boathouse Lease.
I�iOW THEREFORE. in consideration ofthe mutual co��enants and conditions herein
belo�e set forth. it is aereed:
l. Effective as of the Closing (as defined in the Agreement), Assignor assiens and
transfers to Assienee all of Assignor's interest as lessee under the Boathouse Lease (the
"Transferred Interest"); subject to the payments, terms, covenants and oblieations set forth in
the Boathouse Lease and the terms of the Agreement.
2. Effective as of the Closins; Assienee accepts the assianment of the Transferred
Interest and assumes all obligations of the holder of the Transferred Interest first arising from
and afrer the Closing (as such term is defined in the Aereement). Effecti��e as of the Closino,
Assienee shall be entitled to all riohts and benefits accruine to the holder of the Transferred
Interest from and afrer the Closine and Assignee agrees to be bound by the terms of the
Transferred ]nterest. Assienee shall protect; defend, indemnifi� and hold harmless Assignor�vith
respect to an�� and all claims, costs. liability or damases azisins out of or relatins to an}�
purported breaches by Assignee of the Boathouse Lease �vhich accrue on or afrer Assienment
Date. Assignor shall protect, defend, indemnif}�and hold harmless Assi�nee ���ith respect to am�
and all claims; costs; liabilitv or damaQes arisine out of or relating to any purported breaches b��
Assignor of the Boathouse Lease ���hich accrue prior to the Assienment Date.
�osw>o.ouu
E�H[B IT "E" usoc cnwa v�„a
888885-0031?2-19-16/dbs�dbs . -�- . �Propem�Trans(er Apeement]
DOC$?a07iSJ.l?
3. Assienee shall. and bv the exewtion of this Assisnment. hereb�� does. forever and
fulh�release Assignor. its officers; directors, managers, members: partners, affiliates, aeents and
emplo��ees. and its and their respecti��e successors and assi�ns; of and from anv and all losses,
liabilities, damages. daims. demands; cause of action; costs, eapenses and obligations arisine out
of, under. or in anv ���a�� connected ti�ith the Transferred Interest.
�. The pro��isions of this instrument shall be bindine upon and inure to the benefit of
Assignor and Assienee and their respective successors and assiens.
�. In the e��ent a dispute arises concemino this Assignment. the prevailing pam� in
such dispute shall be entitled to receive from the other party an�� and all costs and e�penses
incurred by the prevailins party in enforcine or establishine its rights hereunder: includine.
«�ithout limitation, eourt costs and reasonable attornevs' fees.
6. This Assisnment shall be eo��emed b��, interpreted under and construed and
enforced in accordance H�ith the lav��s of the State of California.
7. This Assignment may be executed in counterparts ���hich taken together shall
constitute one and the same instrument.
�SIGNATURES APPEAR ON THE FOLLO�'1'ING PAGE]
io?�+:o.mn.n
EaHIBIT "E" usoccn�iav+s„
888858-00?L•2-19-16ldbs/dy> '�' . �PropenyTmns(erACreemenQ
DOC$2-107i11.12
II�' V�'ITI�TESS VJHEREOF. Assienor and Assienee ha��e eaecuted this Assienment and
Assumption of Boathouse Lease as of the date set forth above.
"ASSIG\'OR"
UI�rITED STATES OLI'n4PIC COb�4ITTEE.
a federalh� chartered non-profit entin�
B��:
I�'ame:
Title:
"ASSIGNEE"
CIT1' OF CHULA VISTA.
a chartered municipal corporation
B�:
I�'ame: '
Title:
io:wso.ouu
EaHIBIT "E" USOC@ula\'i5ta
88SS8S-00313R-19-16Jdbs�dbs '�' . �PropenyTans(er.4grttmenQ
DOC$?i0i5i�1.1?
EXHIBIT "F"
ASSIGNMENT OF CONTRACTS AND ASSUMPTION AGREEn1ENT
This Assignment of Contracts and Assumption Agreement (the "Assi2nroenY') is made
and entered into as of this dav of . 20_ ("Assi�ument Date"), bv and bet�Teen
UI�'ITED STATES OLYMPIC COA4MITTEE; a federall�� chartered non-profit entit��
("Assi�nor"): and the CITY OF CHULA VISTA. a chartered municipal corporation
("AssiQnee"), with reference to the follo��ing facts.
RECITALS :
A. Assignor and Assignee, are parties to that certain Aereement of Propert�� Transfer
and Joint Escro��� Instructions, made and entered into as of . 20_(the
"Aareement"), pursuant to which Assisnor aereed to sell to Assienee. and Assienee agreed to
purchase from Assignor the Propem�. Capitalized terms used herein and not separate defined
ha��e the meaninss ascribed to them in the Aereement.
B. Assignee has acquired fee title to the Real Propert}� from Assignor on the
Assianment Date. Assienor no«�desires to assien and transfer to Assienee all of Assienor's
rishts and interests in. to and under the Contracts. as hereinafter defined. �
\rOR%, THEREFORE: for valuable consideration; the receipt and adequacy of which is
herebv acl:no���ledeed; the parties hereto a2ree as follows:
1. Assignment and Assumption. Effective as of the Assignment Date. Assienor
herebv Qrants. transfers. convevs. assiens and deleeates to Assienee all of its riehts and interests
of Assienor in, to and under the Contracts thai aze set forth in Schedule 1 attached hereto and
made a part hereof; pro��ided, ho«�ever, such assienment, vansfer and sale shall not include any
rights or claims azising prior to the Assignment Date ���hich Assi�nor may have aeainst any party
to the Contracts. Assianee herebv accepts such assianment and delegation b}� Assienor and
aerees to fully perform and assume all the obligations of Assignor under the Contracts first
arising from and afrer the Assignment Date. Assignee shall protect, defend; indemnify and hold
harmless Assignor �vith respect to an�� and all claims, costs; liabilitv or damaees arising out of or
relating to an�� purponed breaches b�� Assignee of the Contracts ���hich accrue on or afrer
Assignment Date. Assignor shall protect; defend, indemnif�� and hold harmless Assienee with
respect to am� and all claims, costs, liabilih� or damages arisins out of or relating to an��
purported breaches b�� Assignor of the Contracts ��°hich accrue prior to the Assienment Date.
2. I�'o �'arranties. Assienee does hereb�� co��enant ���ith Assi�nor, and represents
and ���arrants to Assignor. that Assi�nor is transferring each of the Contracts to Assignee (to the
eatent the terms of an}� of the Appro��ed Contracts do not limit or restrict such right) without anv
warrant��of an�� kind or nature. This Assienment shall not be construed as a representation or
�+-arrant�� bv .Assignor as to the vansferabilit�� or enforceabilitv of the Approved Contracts. and
Assignor shall ha��e no liabilit�� to Assienee in the e��ent that anv or all of the Appro��ed
Contracts (a) are not vansferable to Assienee or (b) are canceled or terminated b�� reason of this
Assienment or am� acts of Assienee.
ioav+so.o�n.n
EJ�HIBIT "F" usoccn�iav�s„
888888-003132-19-16/dbs�dbs -�- [PropenrTrans(erA�eemenQ .
DOCS?i0 i53�.12
3. Disoute Costs. In the event of am� dispute bet«�een Assignor and Assignee arising
out of the obligations of the parties under this Assignment or concemine the meanine or
interpretation of am� provision contained herein. the losing pam� shall pa�� the prevailing part�'s
costs and expenses of such dispute, including, N�thout limitation, reasonable attomeys' fees and
costs. .M}� such attorne��s' fees and other expenses incurred bv either party in enforcine a
judgment in its favor under this Assionment shall be recoverable separatel}� from and in addition
to an}� other amount included in such judgment. and such attomevs' fees oblisation is intended to
be severable from the other provisions of this Assianment and to sun�i��e and not be mereed into
anv such judmnent.
4. Counterparts. This Assignment ma� be executed in counterparts, each of which
shall be deemed an orieinal. and all of�+�hich shall tal:en to�ether be deemed one document.
�. Survival. This Assienment and the provisions hereof shall inure to the benefit of
and be bindine upon the parties to this Assignment and their respective successors. heirs and
permitted assigns.
6. No Third Pam� Beneficiaries. Escept as othenvise ezpressly set forth herein,
Assienor and Assienee do not intend. and this Assienment shall not be construed. to create a
third-part�� benefician� status or interest in, nor gi��e any third-pam� beneficiazy rights or
remedies to; am� other person or entit�� not a part�� to this Assienment.
7. Govemina La��. This Assienment shall be go��emed by; interpreted under, and
construed and enforceable in accordance with, the la���s of the State of Califomia.
II�' R'ITI�iESS WHEREOF, the parties hereto ha��e esecuted this Assienment as of the
Assianment Date.
ASSIGNOR:
UI�'ITED STATES OLYA4PIC COA4?�9ITTEE.
a federall�� chanered non-profit entiri�
B��:
Name:
Title:
ASSIGNEE:
CITY OF CHULA VISTA.
a chartered municipal corporation
B�-:
Name:
Tide:
io;soso o�n.n
EaHBIT "F" usoca,�iav+,,,
888888-110?I3R_ I9-Ib�dbs�dM -�- �RopenyTransferA�eemenQ
DOCS 2JOi5i3.IZ
E�}IIBIT "G"
BILL OF SALE
For eood and ��aluable consideration, the receipt and sufficienc�• of H�hich is herebv
acl:noH�ledeed. UI�TITED STATES OLYMPIC COMMITTEE, a federalh� chartered non-profit
entit�� ("liSOC"); does hereb}� GRAI�'T, SELL, CO?�T�'EY, TRAI�SFER AI`iD DELI\'ER to
CITY OF CHULA \'ISTA; a chartered municipal corporation ("Cih�"), �vithout anv H�arrann�of
anv kind (eacept as pro��ided hereinbelow), an�� and all of USOC's riehts. title and interests in
and to the personal propert�� o«med and utilized b�� USOC in connection ��ith the operation and
manaeement o£ and located at the real propert}� described in Ezhibit ".A" attached hereto and
made a part hereof(the "Personal Propert�"); pro��ided; howe��er, such transFer. assignment and
sale shall not include anv rights or claims arisine prior to the date hereof which liSOC may ha��e
aeainst anr person �vith respect to such Personal Propert�; provided further_ ho�+-ever_ that USOC
hereb�= represents and ���arrants to Cit�� that as of the date hereof USOC has not assigned all or
any portion of its right. title and interest to such Personal Property to anti� other party.
From and afrer the date of this Bill of Sale_ it is intended b��the parties that Citv and its
successors and assiens shall ha��e the rieht to use, ha��e, hold and o���n the Personal Propem
forever. This Bill of Sale mav be e�ecuted in counterparts. each of�vhich shali be deemed an
oriainal. and all of which shall taken toeether be deemed one document. USOC and Cit�� aaree
that the deliverv of an esecuted copy of this Bill of Sale b�� facsimile shall be lesal and bindine
and shall ha��e the same full force and effect as if an orieinal executed cop�� of this Bill of Sale
had been delivered. y
Cin�herebv acl:noH�ledges, covenants, represents and �varrants that USOC has made
absolutelv no �varranties or representations of an}� kind or nature reeardine title to the Personal
Propem� or the condition of the Personal Propert}�.
Cin�on behalf of itself and its officers; directors, employees; panners; aQents,
representatives: successors and assi�ns hereb�� agrees that in no event or circumstance shali
USOC or its partners, members, trusiees. emplo}�ees, representatives, officers, related or
affiliated entities, successors or assigns have any personal liabilitv under this Bill of Sale. or to
any of City's creditors. or to any other party in connection ���ith the Personal Propem� or the
Propert}�.
This Assignment shall be eovemed by_ interpreted under; and construed and enforceable
in accordance with, the la�ti�s of the State of Califomia.
EaHIBIT "G" usoccn�iav�„
103 W i0.01lLA
888885-0031?2-19-16/dbs/dbs -�- �Property Trans(er AereemenQ
DOC$2�O7i;;.1?
II�' R'ITI�'ESS WHEREOF, this Bill of Sale has been e�ecuted as of this da�� of
�0 — -
USOC:
UI�TITED STATES OL1'MPIC COMMITTEE.
a federallv chartered non-profit entitv
B��:
I�ame:
Title:
CITY:
CITY OF CHLJLA VISTA.
a chartered municipal corporation
Bv:
I�'ame:
Title:
iosw>o.oin.a
EaHIBIT "G" usoccn�ia����
. SSSSSS-00?13C�19-16/dbs/dbs '�' �PropertyTansferApeemrnQ
DOC$?i0 i ii�t.l?
E�IIBIT "H"
GENERAL ASSIGNMENT
This General Assienment is made as of the dav of . 20
("AssiQnment Date"), by UNITED STATES OLYI�4PIC COn4A4ITTEE; a federalh chartered
non-profit entih� (the "Assi�nor"). and CITY OF CHULA VISTA. a chartered municipal
corporation (the Assi�nee").
Pursuant to that certain Agreement of Propem� Transfer and Joint Escro«� Instructions
dated as of , 20_(the "ASreement"), Assienee has this da� acquired from
Assienor the Propert��. Capitalized terms used herein shall have the meanings ascribed to them
in the Aereement.
In consideration of the acquisition of the Propem by Assienee and other sood and
��aluable consideration, the mutual receipt and legal suffciencv of��-hich are hereby
acknowledged, the parties agree as follo�i�s:
l. Assiarunent. Assienor hereb�� assiens. transfers and sets o��er unto Assienee.
without representation or �ti�arranrv of am� kind, and Assignee hereb�� accepts from Assignor. an��
and all of Assienor's right. title and interest in and to (i) all freelv transferable ���arranties and
guaranties (the "�i'arranties and Guaranties"), if any; ��ith respect to the Property, (ii) all
freely transferable consents; authorizations; variances or���aivers, licenses; permits and appro��als
("Appro��als") from an�� go��emmental or quasi-governmental asencv. department, boazd,
commission, bureau or other entit�� or instrumentality of any nature relating solel�� to the
Propert}� and (iii) all intaneible property used in connection with the Property: provided:
ho���ever, such transfer, assienment and sale shall not include an�� riehts or claims arisine prior to
the Assignment Date w�hich Assianor ma}� have aeainst any person �vith respect to the Warranties
and Guaranties and the Appro��als.
2. Dispute Costs. In the event of an}�dispute bet�veen AssiRnor and Assignee arising
out of the oblieations of the panies under this Assisnment or concernina the meanine or
interpretation of am� provision contained herein, the losine pam� shall pay the prevailing party's
costs and expenses of such dispute, including, ���ithout limitation, reasonable attorne��s' fees and
costs. Any such attomeys' fees and other eapenses incurred b�� either party in enforcine a
judement in its favor under this Assi�nment shall be reco��erable separatel}� from and in addition
to an}� other amount included in such judgment, and such anomevs' fees obligation is intended to
be se��erable from the other provisions of this Assignment and to sur��i��e and not be merged into
an}� such judgment.
3. Counterparts. This Assignment ma�� be executed in counterparts: each of which
shall be deemed an orieinal. and all of���hich shall taken tosether be deemed one document.
�. SurvivaL This Assignment and the pro�isions hereof shall inure to [he benefit of
and be bindin_ upon the parties to this Assignment and their respecti��e successors, heirs and
perniitted assi�ns.
iaaso.mnn
EXHIBIT "H" usoccn�iav;s„
888SSS-OOi I3f?-19-16/dbs�dbs '�' �Propertr Tander AvmmrnQ
DOC$?�0 iili.l2
�. No Third Partv Beneficiaries. Except as otherwise expressly set forth herein.
Assienor and Assienee do not intend. and this Assienment shall not be construed. to create a
third-party benefician� status or interest in; nor eive am-third-pam beneficiary riehts or
remedies to, any other person or entih� not a party to this Assienment.
6. Govemine La�v. This Assienment shall be go��erned b��. interpreted under, and
construed and enforceable in accordance �»th. the la���s of the State of Califomia.
�r p,r�TTrESS WHEREOF. Assienor and Assienee have caused this instrument to be
esecuted as of the date abo��e-wTitten. �
"ASSIGNOR" UI�'ITED STATES OLYMPIC COMMITTEE.
a federall�� chartered non-profit entit��
B v:
I�'ame:
Title:
"ASSIGNEE" CITY OF CHULA VISTA.
a chanered municipal corporation
Bv:
Name:
7itle:
EXHIBIT "H" usoccn�iav;,,,
103H>0.01/LA
8888SS-0031iR-19-16/d6s�db> . '�' �Propem'TrvtifnA¢eememJ
DOC$?JO7ii1.1?
EXHIBIT "I"
LIST OF LEASES
1. ATRT V�'ireless PCS Lease Aereement - 08/30/2002
2. ATRT V�'ireless PCS/I�'e�v Cinwlar N'ireless Lease Aereement First Amendment—
O 1/20/2006
3. .ATRT Vdireless PCS/I�e��� Cineulaz Vdireless Lease Aereement Second.lmendment—
07/02/2008
4. Cineular A'ireless/Pacific Bell VJireless Lease Aereement—O1/29/2003
�. Cox PCS Assets Lease Aereement O1/O1/2001
6. Cox PCS - Sprint Communications Renewal Letter—0�/28/2004
7. Cox PCS - Sprint Communications Letter of Authorization 03/14/2013
8. Easton Spons Development Foundation License, Lease and Operations Aereement—
06/li/201 Z
9. Easton Sports Development Foundation First Amendment to License. Lease and
Operations Aereement— 11/09/2012
]0. Easton Sports Development Foundation Housing Development Asreement—06/13/2012
1 l. Easton Sports Development Foundation II Conuibution Aereement—0611 3/2 0 1 2 (the
documents referenced in 8 throuoh 11 are collectivel�� referred to as the "Easton Lease")
1 Z. Nextel of California. Inc. Lease Aareement—06/18/2002
13. SBA Properties (formerlv Co� PCS) n4aster Assignment and Assumption Agreement—
04/18/2013
14. T-Mobile West To��er extended term letter—09/29/2013
1�. To��erCo Asse[s (formerh� Cos/Sprint) Lease Aereement—04/0�/201 1
16. Verizon V�'ireless Lease Aereement— 03/O1/2001
17. Verizon A�ireless Lease Aereement estended term letter-08/26/201�
18. Verizon �4'ireless Conditional Use Permit— 11/16/2011
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88SSS8-00?13P_-19-16Idbs�dbs -�- _ [PropertyTeans(erA^_reemrnQ
DOC$?SOiiii.l?
EXHIBIT "J"
LIST OF CONTRACTS
1. A.O. Reed Master Ser��ices Asreement - O1/04/2014
2. .A-1 Golf Cars A4aster Sen�ices Agreement— 04/27/201�
3. AB Windo�v Cleanine Master Sen�ices Aareement— 0�/30/201�
4. Air Cleanine Technoloe�� Sen ices Aereement— Ol/01/201�
�. Alcantara R Pa��ine Compan}� Master Services Agreement —O1/26/201�
6. Alcantaza Earth���ork R Pa�ing Compan�� n4aster Sen�ices Agreement— 0�/O1/201>
7. Allied Rellabilit�� Group Master Sen�ices Agreement—O1/26/2016
8. .Andrades General Sen�ice n4aster Services Aereement — 07/21/201�
9. Andrus Audio. Inc. Master Sen�ices Aareement — O1/28/ZO1�
10. Best Vdasher Sales &: Service Master Sen�ices Aereement— 09/03/201�
1 L Chula Vista Elementan� School District A9emorandum of Understandine— 09/08/2004
12. Cla-Val Co. Master Sen�ices Aereement—O1/2�/2016
13. DeHart Backflo�v I�4aster Semices Aereement—09/Ol/201�
14. Diamond En��ironmental Sen ices Master Sen�ices Aareement— 06/01/2014
1�. EHMCKE Master Services Aareement —07/27/201�
16. FCC Radio Station License Authorization— 08/21/2012
17. Gate��a�� Eneineerine. Inc. Master Services Aereement—04/14/201�
18. Ha�nhome Machinen� Company Master Services Agreement—0�/30/201>
19. Hea��iland Enterprises Master Sen�ices Agreement — O1/Ol/2014
20. JRM Interior Specialties Master Sen�ices Aereement — O1/04/2016
21. Loss Pre��ention Svstems Master Sen�ices Aereement — 06/O1/201�
22. Lueders Equipment Ser��ices n4aster Sen�ices Aereement— 04/1�/201�
23. ?�4ammal LLC Master Sen�ices Aereement —02/12/201�
io:�so.oina
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888SBS-00313/?-19-I6�dbs/dbs -�- �Ropem�T`anzkr AgreemenQ
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24. Orr Builders 1�4aster Services Aereement— 12/07/201�
2�. Otis Elevator Master Sen�ices Aereement— 08/Ol/2014
26. Precision Racine Master Sen�ices Aereement — 12/O]/201�
27. Robnetts Upholsten� Master Services A�reement— Ol/2�/2016
28. Rochester I�4idland Corporation 1�9aster Sen�ices Agreement—OS/30/2015
29. San Diego Refrigeration Master Ser��ices Agreement —OZ/16/201�
30. Securitas Securit�� Services/Pinl:erton's Inc. — ]0/17/2002
31. Securitas Securitv Services Amendment rl — O1/O1/2008
32. Securitas Securitv Sen�ices - Amendment T2 —02/06/2011
33. Securitas Securitv Services - Amendment #3 —08/20/2012
3�. Sen�ice Electric Inc. Master Sen�ices Aareement— 02/16/201�
3�. Super Shuttle A�reement— 06/19/201�
36. Tennant Sales and Sen�ices Compan�� Master Sen�ices Aereement— 02/12/201�
37. Toro National Support Neni�ork Services Aereement— ]0/O1/2014
38. TraLu Com�evor Parts and Sen�ice Master Sen�ices Aereement —0�/30/2015
39. Vortex Maintenance. Inc. Sen�ices AQreement— 01/Ol/2014
40. Vorte� Maintenance. Inc. Sen�ices Aereement First Amendment —09/Ol/201�
41. Vdestern Exterminator Company Services Asreement — Ol/O1/2014
42. J{erox Sen�ice Aereement—N/A
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EXHIBIT "J" USOCChulal'ista
888588-0031?/?-19-16/dM�dbs -�- �Propert.'Tansfer Ataeemem�
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EXHIBIT "K"
LEGAL DESCRIPTION OF EASTON LAND[To be provided]
�oasa>o.oin.n
E}�HIBIT "K" usoccn�iav+�
88SS88-0031?/?-19-16/dbs�dbs -�- �Roperty Transfer AgreemenQ
DOC$2J07i3i.1?
EXHIBIT "L"
LIST OF EaCLUDED PERSONAL PROPERTY
- Spons A4edicine flatbed Qolf cart— EZGO n9odel 60T62; Serial \'umber: 27�7083
- The following Information Technoloev equipment and nehi�orks:
Device Brand Model Device Name Location
Network Switch HP 5412z1 cv-sw-mdf-Ol Network Room
Wan Optimizer Exinda 4061 cv-exinda-Ol Network Room
Firewall Mikrotik CCR103612G-4S cv-ccr-Ol Network Room
Firewall Mikrotik CCR103612G-45 cv-ccr-02 Network Room
Nehvork Switch HP 5406z1 cv-sw-sportsmed0l Sports Nled
Network Switch HP 5406z1 cv-sw-perfservannex0l Sport Performance
Neiwork Switch HP 5406z1 cv-admin-Ol Admin bld .
Ne[workSwitch HP 2910a-24G-PoE cv-sw-archery0l Archeryshed
Network5witch HP 5406z1 cv-sw-attconnx0l ATTCenter
Network5witch HP 2910a-24G-PoE cv-sw-boathouse0l Boathouse
Network Switch HP 5406zI cv-sw-20401 Dorm 200
Network Switch HP 25248-PoE cv-sw-ecp02 Guard Shack
NetworkSwitch HP 2910a-24G-PoE cv-sw-fieldhockey0l FieldhockeyShack
Network Switch HP 2910a-24G-PoE cv-sw-fmd01 FMD
Network Swi[ch HP 5406z1 cv-sw-shiperecv0l Shippin Receive
Network Swi[ch HP 5406z1 cv-sw-strcond0l Strength/Cond Gym
Network Switch HP 2910a-24G-PoE cv-sw-trackandfield0l Track
NetworkSwitch HP 261448-PWR cv-sw-triplewide TripWideTrailer
NetworkSwitch HP 5406z1 cv-sw-viscenter0l VisitorCenter
Vendor Model Speed Service Location
AT&T MPLS Cisco 4-Tls(6Mb/s) MPLS Network Room
Cox Cisco 150M/20M Internet Goldnet/Staff Internet Network Room
- The follo�+�ing items and memorabilia from the Ol}�mpic and Paral}�mpic Games. athletes.
and others:
Item No. Description Dimensions Location Count
LeROy Neiman signed artist proof dated Aug. 24,
1972,XXOlympiad, Munchen-Racewalkers:3
racewalkers in foreground on purple,lavender ��TC-Visitor
21 3/4" H z 25" Center
PA001-CV and grown strips of a track with 4 Treck& Field W Conference 1
athletes in background. water Color in silver
wood frame and dark blue matting. 1 of a series Room
of 12 -on loan from:
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LeRoy Neiman signed artist proof dated Aug. 25,
1972,XXOlympiad, Munchen-Olympic Village: CVOTC-Visitor
Four athletes from different couniries:USA,
PA002-N CCCP, Egypt pin[rading. Two more figures in zl 3/4" H x 25" Center
background in pencil and outline.Water Color in
W Conference 1
silver wood Frame and matted in dark blue with Room
silver trim. 2 of a series of 12 -on loan from:
LeRoy Neiman signed artist proof dated 1972,
XXOlympiad, Munchen-US Basketball 7eam 5 1
on 1 games Olympic Park Munchen. Players (.y07C-Visitor
identified by Neiman: left to right:(coach?) Bill
PA003-CV Russell, Kevin loyce, Bob lones, McMillan, Doug Zl 3/4" H x 25" Center 1
Collins, Davis, Henderson, Baniam, Ratliff, W Conference
Brewer, D.)ones. Water Color in silver wood Room
frame and dark blue matting. 3 of a series of 12-
on loan from:
LeRoy Neiman signed artist proof dated 1972,
XXOlympiad, Munchen-Boxing Hall: Duane
Bobick Heavyweight. Two images of Bobick from
end of lst round and end of 2nd round. Bobick in CVOTC-Visitor
PA004-N USA#35 Olympic uniform with pink background 21 3/4" H x 25" Center 1
and comer man seen through the ropes of the W Conference
boxing ring. "Corner man not allowed in ring" Room
written in pencil by Neiman. Water Color in
silver wood frame and dark blue mat[ing. 4 of a
series of 12-on loan from:
LeROy Neiman signed artist proof dated Aug. 26,
1972,XXOlympiad, Munchen-"WOOds" George
Woods(USA,silver)competing in Men's Shot Put. CVO7C-Visitor
Woods in blue USA Olympic Uniform in center of 21 3/4" H x 25" Center
PA005-CV shot put ring putting the shot with sketched W Conference 1
onlookers in background. Water Color in silver Room
wood frame and dark blue matting. 5 of a series
of 12-on loan from:
LeRoy Neiman signed artist proof dated Aug.31,
1972,XXOlympiad, Munchen-"Gymnastique-
Olga KorbuY' Practice at Sporthall Olympic Park. CVO7C-Visitor
PA006-CV Oiga Korgut in pink leotard at chalk stand with z13/4"H x 25" Center 1
steps leading up to pommel horse in background. W Conference
Water Color in silver wood frame and dark blue Room
matting. 6 of a series of 12-on loan from:
LeRoy Neiman signed artist proof dated Sept. 1,
1972,XXOlympiad, Munchen-Wassili Alekeyeiv
[Vasily Alekseyev] at Gewichtberhalle, NOTC-Visitor
Messegelande. Vasily is in red uniform 21 3/4" H x 25" Center
PA007-CV o�erlooking female weightlifter on floor in blue w Conference 1
with barbells raised. Water Color in silver wood Room
frame and dark blue matting. 7 of a series of 12-
on loan from:
io>�so.auu
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LeROy Neiman 5igned artist proof of Mark Spitz
with multiple dates:Aug. 28(4x100mFree&
200m Butterfly�,Aug. 29(200m Freej,Aug.31
(4x200m Free& 100m Butterfly),Sept.3(100m CVO7C-Visitor
Free)and Sept.4, 1972(4x100m Medley), 21 3/4" H x 25" Center
PA008-CV XXOlympiad, Munchen-Mark Spitz W Conference 1
"Schwimmhalle Olympiadpark. 7 poses of Mark Room
Spitz with gold medal in podium jacket: Water
Color in silver wood frame and dark blue matting.
8 of a series of 12-on loan from:
LeROy Neiman signed artist proof dated Sept.5,
1972,XXOlympiad, Munchen-"5 PM,Olympic
Village."German military/police in green(2)wi[h
abc cameraman in yellow and tan in center with CVO7C-Visitor
PA009-CV athletes and Olympic Vllage behind. Shown in z13/4" H x 25" Center 1
upper right hand corner is balcony with W Conference
athletes/terrorists. Water Color in silver wood Room
frame and dark blue matting. 9 of a series of 12-
on loan from:
LeROy Neiman signed artist proof dated Sept.5,
1972,XXOlympiad, Munchen-"Tuesday,Sept. 5,
1972, 11 AM,Olympic Village."German CVOTC-Visitor
Military/police in green(3)with abc cameraman 21 3/4" H x 25" Center
PA010-N behind one military/poli[eman in center with W Conference 1
athletes and Olympic Viltage behind. Water Room
Color in silver wood frame and dark blue matting.
10 of a series of 12-on loan from:
LeROy Neiman signed artist proof dated Sept.5,
1972,XXOlympiad, Munchen-"Princess Anne,
Riem 9,5,72" Princess Royal Anne in a casual CVO7C-Visitor
pose wearing blue with arm over sign printed in 21 3/4" H x 25" Center
PA011-CV green. Eques[rian stadium at Reim with horses W Conference 1
� and riders outline in background. Water Color in Room
silver wood frame and dark blue matting. 11 of a
series of 12-on loan from:
LeRoy Neiman signed artist proof dated Sept. 26,
1972,XX Olympische Sommerspiele, Munchen-
"USSR Boxing Team,Olympic Village." 10 Soviet CVOTC-Visitor
21 3/4" H x 25" Center
PA012-N Boxing athletes jogging across canvas in blue 1
W Conference
warmup/sweatsuits with "CCCP"in white across Room
chest. Water Color in silver wood frame and dark
blue matting. 12 of a series of 12-on loan from:
Salt Lake 2002 Olympic Winter Games Torch,
silver and bronze. Manufactured by Scott Given,
CVOTC-Visi[or
T0001-N Matt Manes,Axiom Design/Coleman, Georgia g3.5 cm long Center Display 1
Institute of 7echnology,Quickparts.com, Inc. Case
Made of silvered metal, copper and glass [no tag;
in display case]
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DOCS?30ii3a.1?
Atlanta 1996 Olympic Games Centennial Torch
on loan from Crewford Family U.S. Olympic
Archives. Designed by Malcolm Greer.On the
wooden handle is engraved the list of Summer
Games from 1896 to 1996, in reference to the
centenary of the Olympic Games.The torch was CVOTC-Visitor
MI5821 inspired by simple ancient torches of bound 82 cm Long Center Display 1
reeds and the lines of classical Greek Case
architecture. its 22 aluminum"reeds"were
representative of the total number of modern
Olympic Games editions. Manufacturer&
Designers: Peter Mastrogiannis, Malcolm Grear
Designers/Georgia lnstitute of Technology
Beijing 2008 Olympic Games O�cial Poster.
White with red &white Beijing logo"Beijing
2008"in black above mul[i-[olored Olympic z�3/4" H x 20" CVOTC-Visi[or
PO001-N Rings. Chinese characters at bottom above 1
Beijing Organizing Committee for the Games of W Center main hall
the XXIX Olympiad. Framed in black metal frame
with glass.
Beijing 2008 Paralympic Games Offlcial Poster.
. White with red, blue&white Beijing logo"Beijing
2008 Paralympic Games" in black above multi-
27 3/4" H x 20" CVOTC-Visitor
P0002-CV colored Agitos. Chinese characters at bottom 1
above Beijing Organizing Committee for the W Center main hall
Games of the XXIX Olympiad. Framed in black
metal frame wi[h glass.
Dept. of Veterans Affairs Summer Sports Clinic
2012 Poster and medal. Poster with Sail boat on
bay with San Diego in background and"5"with
Star above National Veterans Summer Sports
Clinic in white on right hand side. Medal:
National Veterans Summer Sports Clinic with
Mul[i-colored star in center on left hand side 27.5" H x 31.5" CVOTC-Visitor
P0003-N brass plaque states:The Department of Veterans W Center main hall 1
Affairs Recognizes Chula Vista Olympic 7raining
Center for your valuable contribution to the 2012
VA National Veterans Summer Sports Clinic. On
behalf of all Veteran participants and VA staff,we
honor you for your ongoing dedication toward
improving the lives of America's veterans.
United States Navy Parachute Team Poster-
leapfrogs signed by entire jump team and 25" H x 21.25" CVOTC-Visitor
P0004-CV includes image of Parachutejumper with U.S. 1
Flag over Chula Vista. framed in matte black W Center main hall
with white matting.
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2008 National Veterans Summer Sports Clinic
Poster with Medal. Navigating the Winds of
Change.Sept 28 to Oct. 3,2008. Pink, blue and
white poster with lst National Veterans Summer
Sports Clinic Medal near center of poster with VA
logo and multi-colored beach ball effect. Brass
31.25"H x CVOTC-Visitor
PO005-N plaque reads: In recognition and appreciation for 24.25"W Cenier main hall 1
your commitment to the First National Veterans
Summer Sports Clinit on behalf of all veteran
participants and VA staff,we honor you for
leading the expansion of VA's rehabilitation
events and for your dedication toward improving
the lives of America's veterans.
2014 National Veterans Summer Sports Clinic
Poster with Medal. Setting your course for the
Future..Sept.7-12, 2014. images of veterans
athletes competing with 7th National Veterans
Summer Sports Ciinic. Brass plaque reads:The
P0006-CV Department of Veteran Affairs Recognizes:Chula Z1.25" H x 33"W �O7C-Visitor 1
Vista Olympic Training Center for your valuable Center main hall
contribution as a Gold Sponsor to the 2013 VA
National Veterans Summer Sports Clinic. On
Behalf of all Veteran participants and VA staff,we
honor you for your ongoing dedica[ion toward
improving the lives of America's Veterans.
USA Flag Surfboard, 1996. Fiberglass surfboard
wi[h waving US Flag. In center is cream oval
rimmed in black with multi-colored "USA"and approx. 6'long x NOTC-Dining
MI001-CV Olympic Rings. One athlete signature on front in 2�Wide Hall rotunda 1
black ink-multiple athlete signatures on back of
surfboard in red,green,yellow, blue and black
ink.
USA Flag Surfboard, 2000. Fiberglass surfboard
with multiple USA flags with multi-colored
Olympic Rings in center in cream oval. Athlete
signatures around cream border and in center of
board in red, black, blue, pink and green ink.
approx.8.5'long CVOTC-Dining
MI002-CV Approximately 38 signatures. No athlete 1
signatures on back of surfboard.Sports x 2'wide Hall rotunda
represented include: softball,cycling,Track&
Field, kayak,weightlifting,marathon, rowing.
Signatures include: Lovie Jung, Natasha Watling,
Meb Keflezighi, Lauren Berg,Cat Osterman
USA Summit 2004 fiberglass surfboard with
Athlete signatures. Two-toned blue wave motif
at fron[with rectangular section in middle of
board-inside:light blue with "USA"and Olympic approx. 8.5'long CVOTC-Dining
MI003-CV Rings at top;white s[ar in center;"Summit 2004" 1
in white at base on red background. two-toned x 2'wide Hall rotunda
blue wave motif at base.Athlete signatures
include: Amber Nelen;Anna Kozlova, Dana
Pierce,Cherie Shull. Athletes signatures in red,
ioss+so o in.r
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blue and black ink. Approx 65 signatures. Sports
represented include: Synchronized Swimming,
Archery,Volleyball, Boxing, Cycling, Rowing. No
athlete signatures appear on back.
USA Beijing 2008 fiberglass Surfboard with
flames. Dark blue edge around board fading to
grey with red flames licking center of board all
[he way around board. In Center of board, USA
in red with multi-colored Olympic Rings and
"amazing awaits" [whole decal faded] left of
center and USA in red above blue Olympic Rings
MI004-CV and Beijing OS in red below with Beijing logo to approx.8.5' long CVOTC-Dining 1
left of logo-all right of center of board. Athlete x 2'wide HaII rotunda
signatures in center of board on cream
background. Approximately 43 athlete
signatures on board all in black ink. Sports
represented indude:7rack& field, Rowing, Para
Cycling, Field Hockey,Archery. Back of board is
dark blue:no athletes signatures on back of
surfboard.
London 2012 Chula Vista Olympic Training Center
Fiberglass Surfboard. Front of board has US flag
motif fading into cream center. US Olympic
Committee logo is near front of board wi[h
"London 2012"in rectangle in blue over a dark approx.8.5'long NOTC-Dining
MI005-N blue circle near end of board. Approximately 71 x 2'wide Hall rotunda 1
athlete signatures in black in on front of board.
Sports include: BMX,Track& Field,Archery and
Field Hockey. Athlete signatures include:Connor
Fields, No athlete signatures on back of
surfboard.
BMX Supercross 2009 Fiberglass Surfboard. Four
supercross riders drawn in black on front of
board with purple effect at top of board. 2nd
rider has text block:"Mental Visualization is the
Keyto Winning."3rd rider has text block: "Focus,
and Train 7hrough" Center of surfboard has uci
approx.8.5'long NOTC-Dining
MI006-CV BMX Supercross logo at top with ABA BMX- 1
" American Bicyde Association logo in center and x 2'wide Hall rotunda
USA with Olympic Rings,USA Cycling and San
Diego Sports Commission logos below.
"September i8th-19th, 2009 in below center in
black. End of board has yellow and pink colors
with drawing of bank of turn of course.
Gymnast 1/3 Lifesize Bronze Sculpture 1995 by
Richard MacDonald. Donated by Mr. & Mrs. Bob CVOTC-Dining
ST001-CV Gladys to[he ARCO/U.S. Olympic Training 35"x 29"x 13" Hall rotunda 1
Center. Male gymnas[on cirde representing
pommel horse on black[riple-[iered granite
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8S8%SS-003i32-19-161dbs/db> -�1- �PropertyTansfaA¢eemenQ _
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circular base.
Cliff Meidl Sydney 2000 Olympic Games Flag
Bearer. 1 of 44. Framed in black wood frame,
with cream background and brown matting. z5.25"H x CVOTC-Dining
P0007-CV Color Photograph of Meidl in front of Team USA zz z5"W Hali rotunda 1
leading team into Olympic Stadium in the Parode
of Athletes. Brass plaque: Cliff Meidl; Kayak;
2000 Olympics; Flag eearer.
Mike Dempsy Sydney 2000 Paralympic Games
Flag Bearer. 2 of 44. Framed in black wood
frame,with cream background and brown
25.25"H x NOTC-Dining
PO008-CV matting.Color Photograph of Dempsy in front of ZZ 25"W Hall rotunda 1
Team USA leading team into Paralympic Stadium
in the Parade of Athletes. Brass plaque: Mike
Dempsy; Flag Bearer; 2000 Paralympics.
Jeremy Campbell London 2012 Paralympic
Games.3 of 44. Framed in black wood frame,
with cream background and brown matting. 25.25"H x NOTC-Dining
P0009-CV Color Photograph of Campbell throwing discus at 1
London signed by Campbell "Thank you!" Brass z2'25"W Hall rotunda
plaque: Jeremy Campbell; Discus;Gold Medalist;
2012 Paralympic Games.
David Wagner London 2012 Paralympic Games.4
of 44. Framed in black wood frame,with cream
background and brown matting.Color
Photograph of David Wagner competing in 25.25"H x CVOTC-Dining
PO010-N y�heelchair Tennis.Signed by David Wagner"Go 22.25"W Hall rotunda 1
USA!!!" grass plaque: David Wagner; Doubles&
Singles Tennis;Gold &Silver Medalist; 2012
Paralympic Games.
Monique Henderson Beijing 2008 Olympic
Games.5 of 44. Framed in black wood frame,
with cream background and brown matting.
Color Photograph of Monique Henderson 25.25"H x CVO7C-Dining
P0011-CV running on track with baton in hand (4x400meter 22.25"W Hall rotunda 1
Relay,gold). Signed by Henderson. Brass plaque:
Monique Henderson;4x400 M Relay;Gold
Medalist:2008 Olympic Games.
Josiah lamison Beijing 2008 Paralympic Games.6
of 44. framed in biack wood frame,with cream
background and brown matting. Color
Photograph of Josiah Jamison running on track.
Signed by Jamison with quote by Marianee z5.25"H x CVOTC-Dining
P0012-CV Williamson "Our deepest fear is not that we are zz z5"W Hall rotunda 1
inadequate. Our deepest fear is that we are
powerful beyond measure. It is our light,not our
darkness that most frighiens us."and "Thank you
for the support, love,and all ihe good
. memories!" Brass plaque: Josiah Jamison; 100
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M;Gold Medalist:2008 Paralympic Games.
April Holmes London 2012 Paralympic Games.7
of 44. Framed in black wood frame,with cream
background and brown matting.Color
Photograph of April Holmes running on track. Z5.25"H x CVOTC-Dining
P0013-N Signed by Holmes with"CVOTC, None of my 1
Success would have been possible without[he Zz_ZS"W Hall rotunda
amazing family here!Thanks so much for all your
love&support!" Brass plaque: April Holmes; 100
M; Bronze Medalist;2012 Paralympic Games.
Marlon Shirley Athens 2004 Paralympic Games. 8
of 44. Framed in black wood frame,with cream
background and brown matting.Color
25.25"H x NOTC-Dining
P0014-CV Photograph of Marlon Shirley running on track. zz z5"W Hall rotunda 1
Signed by Shirley with"Dream Big!" Brass plaque:
Marlon Shirley; 100 M;Gold Medal; 2004
Paralympic Games.
Justin Huish A[lanta 1996 Olympic Games.9 of
44. Framed in black wood frame,wi[h cream
background and brown mat[ing.Color z5.25"H x CVOTC-Dining
PO015-CY Photograph of Justing Huish competing in zz z5"W Hall rotunda 1
Archery. Signed by Huish Brass plaque: Justin
Huish;Archery; Gold Medal; 1996 Olympic
Games
Men's Archery London 2012 Olympic Games. 10
of 44. Framed in black wood frame,with cream
background and brown matting.Color
Photograph of Men's Archery Team on podium z5.25"H x CVOTC-Dining
P0016-CV receiving Silver medal. Signed by Bradley E�lison 1
"Thanks for making my Dreams come to life"and ZZ'ZS"W Hall rotunda
Jake Kaminski "Keep pushing the limits!" Brass
plaque: Men's Archery;Team;Silver Medal;
2012 Olympic Games
Vic Wunderle Sydney 2000 Olympic Games. 11 of
44. Framed in black wood frame,with cream
background and brown matting. Color
25.25"H x CVOTC-Dining
P0017-N Photograph of Vic Wunderle competing in ZZ 25"W Hall rotunda 1
Archery. Signed by Wunderle. Brass plaque: Vic
Wunderle;Archery;Silver Medal;2000 Olympic
Games
Mike Day BMX Beijing 2008 Olympic Games. 12
of 44. Framed in black wood frame,with cream 25.25"H x NOTC-Dining
P0018-CY background and brown matting.Color 22.25"W Hall rotunda 1
Photograph of Mike Day competing in BMX.
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Signed by Day. Brass plaque: Mike Day; BMX;
Silver Medalist;2008 Olympic Games
Jeff Sika London 2012 Paralympic Games. 13 of
44. Framed in black wood frame,with cream
background and brown matting. Color CVOTC-Dining
P0019-N Photograph of Jeff Sika competing in Paralympic z5.25"H x Hall rotunda; 1
High Jump. Signed by Sika with "Still Going Big in zz'zs W outer wall
London." Brass plaque: 1eff Sika; High Jump;
Silver Medalist;2012 Paralympic Games.
Elexis Gillette Beijing 2008 Paralympic Games. 14
of 44. Framed in black wood frame,with cream
background and brown ma[ting. Color z5.25"H x �OTC-Dining
P0020.CV Photograph of Elexis Gillette on medal siand zz zs„W Hall rotunda; 1
(Long Jump)Signed by Gilleite. Brass plaque: outer wall
Elexis Giliette; Long Jump;Silver Medalist; 2008
Paralympic Games.
Women's Softball Team Beijing 2008 Olympic
Games. 15 of 44. Framed in black wood frame,
with cream background and brown matting. Z5.25"H x �OTC-Dining
P0021-CV Color Photograph of 2008 USA Women's Softball zz ZS„W Hall rotunda; 1
Team celebrating. Brass plaque: Women's outer wall
Softball Team;Silver Medalist;2008 Olympic
Games.
Michelle Guerette Beijing 2008 Olympic Games.
16 of 44. Framed in black wood frame,with
cream background and brown matting.Color CVOTC-Dining •
P0022-CV Photograph of Michelle Guerette in scull with z5.25"H x Hall rotunda; 1
Olympic prize medal. Brass plaque: Michelle zZ'ZS W outer wall
Guere[te; Rowing Singel Sculls(W1X);Silver
Medalist; 2008 Olympic Games.
Meb Keflezighi Athens 2004 Olympic Games. 17
of 44. Framed in btack wood freme,with cream
background and brown matting. Color 25.25"H x �OTC-Dining�
P0023-N Photograph of Meg Keflezighi in USA Olympic ZZ 25„W Hall rotunda; 1
uniform with arms raised. Signed by Keflezighi outer wall
with "Run to Win." Brass plaque: Meb Keflezighi;
Men's Marathon; Silver Medal.
Women's Softball Team Athens 2004 Olympic
Games. 18 of 44. Framed in black wood frame,
with cream background and brown matting.
Color Photograph of 2004 USA Women's Sohball
Team. Signed by 15 7eam members:Jenny Finch,
Lisa Fernandez,Jessica Mendoza, Crystl Bustos, 25.25"H x �OTC-Dining
P0024-CV Hall rotunda; 1
Cat Osterman, Stacey Nuveman, Kelly 22.25"W
Kretschman, Laura Berg, Lovie Jung,Tairia outer wall
Flowers, Natasha Watley, Brass plaque:
Women's Softball;Gold Medal;2004 Olympic
Games. Frame stuck to the wall. Unable to take
pho[o of back.
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. 888588-(q31Sf3-19-16/dbydbs -9- �Property Tansf r A�cemeotJ
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Women's Soccer Team Sydney 2000 Olympic
Games. 19 of 44. Framed in black wood frame,
with cream background and brown matting. 25.25"H x �OTC-Dining
P0025-N Color Photograph of 2000 USA Women's Soccer zz_ZS��y� Hall rotunda; 1
Team celebrating. Brass plaque: Women's outer wali
Soccer;Silver Medal; 2000 Olympic Games.
Jeremy Campbell Beijing 2008 Paralympic Games.
20 of 44. Framed in black wood frame,with
cream background and brown matting.Color
Photograph of Jeremy Campbell competing in 25.25"H x �OTC-Dining
P0026-N Long Jump. Signed by Campbell. Brass plaque: ZZ,ZS^yy Hall rotunda; 1
Jeremy Campbell;Long Jump; Pentathlon & outer wall
Discus;3X Gold Medalist;2008 Paralympic
Games.
Chris Huffins Sydney 2000 Olympic Games. 21 of
44. Framed in black wood frame,with cream
background and brown matting.Color
Photograph of Chris Huffins competing in 25.25"H x �OTC-Dining
P0027-CV Decathlon Hurdles. Signed by Huffins with Z2.25��yy Hall rotunda; 1
"Never Stop Chasing Your Dreams!" Brass outer wall
plaque: Chris Huffins; Decathlon; Bronze
Medalist; 2000 Olympic Games
Sheena Tosta Beijing 2008 Olympic Games. 22 of
44. Framed in black wood frame,with cream
background and brown matting.Color z5.25"H x CVOTC-Dining
P0028-N Photograph of Sheena Tosta competing in 1
Hurdles. Signed by Tosta with "Be the Dream" zz.z5"W Hall;outer wall
Brass plaque: Sheena Tosta; 100 M Hurdles;
Silver Medalis[; 2008 Olympic Games
Rebecca Giddens Athens 2004 Olympic Games.
23 of 44. Framed in black wood frame,with
cream background and brown matting. Color 25.25"H x NOTC-Dining
P0029-N photograph of Rebecca Giddens on podium. 22.25"W Hall;outer wall 1
Brass plaque: Rebecca Giddens;Slalom Kayak;
Silver Medal; 2004 Olympic Games
Toby Stevenson A[hens 2004 Olympic Games. 24
of 44. Framed in black wood frame,with cream
background and brown matting.Color
P0030-CV Photograph of Toby Sievenson on podium. z5.25"H x NOTC-Dining 1
Signed by Stevenson with"Go Big!!" Brass zZ-z5"W Hall;outer wall
plaque: Toby Stevenson; Pole Vault;Silver
Medal;2004 Olympic Games
April Holmes Beijing 2008 Paralympic Games. 25
of 44. Framed in black wood frame,with cream
background and brown matting.Color
P0031-N Photograph of April Holmes competing in 100 25.25"H x CVOTC-Dining 1
meters. Signed by Stevenson with "Thanks so 22.25"W Hall;outer wall
much for the love&support! What a dream!"
Brass plaque: April Holmes; 100 M;Gold
Medalist; 2008 Olympic Games
io?�so.mn.n
EXHIBIT "L" usoccn��aw:�a
SSSSS8-00313/1-19-16/dbs�db< . '��- �Ropm�Tre2ferA�reemrnQ
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Women's Rowing Athens 2004 Olympic Games.
26 of 44. Framed in black wood frame,with
cream background and brown matting. Color
P0032-CV �Photograph of Women's Rowing 8-Man Boat Z5.25"H x NOTC-Dining 1
sculling. Signed by 7 of the athletes. Brass zZ_z5"W Hall;outer wall
plaque: Women's Rowing;8-Man Boat;Silver
Medal; 2004 Olympic Games
Khatuna Lorig Beijing 2008 Olympic Games. 27 of
44. Framed in black wood frame,with cream
background and brown matting. Color Z525"H x CVOTC-Dining
P0033-CV Photograph of Khatuna Lorig,Flag Bearer in front ZZ ZS"W Hatl;outer wall 1
of Team USA coming into stadium. Signed by
Lorig with "Go USA!!!!" Brass plaque: Khatuna
Lorig;Flag Bearer; 2008 Olympic Games
' Elana Meyers Vancouver 2010 Olympic Winter
Games. 28 of 44. Framed in black wood frame,
with cream background and brown matting.
Color Photograph of Elana Meyers and Erin Pac. z5.25"H x CVO7C-Dining
P0034-CV Signed by Meyers with"7hanks for everything zZ z5"W Hall;outer wall 1
CVOTC-couldn't have done it without your
support!" Brass plaque: Elana Meyers;Two
Woman's Bobsleigh; Bronze Medalist; 2010
Olympic Games.
Jill Kintner Beijing 2008 Olympic Games. 29 of 44.
Framed in black wood frame,with cream
background and brown matting. Color 25.25"H x CVOTC-Dining
P0035-CV photograph of Jill Kintner competing in BMX. 22.25"W Hall;outer wall 1
Brass plaque: Jill Kintner; BMX; Bronze Medalist;
2008 Olympic Games
Deena Kastor A[hens 2004 Olympic Games. 30 of
44. Framed in black wood frame,with cream
background and brown matting. Color
Photograph of Deena Kastor competing in 25.25"H x CVOTC-Dining
P0036-N Marathon. Signed by Kastor with"Believe and 22.25"W Hali;outer wall 1
Achieve!" Brass plaque: Deena Kastor;Women's
Marathon; Bronze Medalist; 2004 Olympic
Games.
Women's Rowing Sydney 2000 Olympic Games.
31 of 44. Framed in black wood frame,with
cream background and brown matting. Color 25.25"H x CVOTC-Dining
P0037-CV photograph of Christine Collins and Sarah Garner. 22.25"W Hall;outer wall 1
Brass plaque: Women's Rowing; Lightweight
Doubles; Bronze Medal;2000 Olympic Games.
Women's Rowing London 2012 Olympic Games.
32 of 44. Framed in black wood frame,with
cream background and brown matting.Color
Photograph of Natalie Dell, Kara Kohler, Megan Z2 5" H x 25.25" CVOTC-Dining
P0038-CV Kalmoe,Adrienne Martelli on podium with prize L Hall;outer wall 1
medals. Signed by two athletes. Inside whi[e
framing is loose and has fallen in front of
matting. Brass plaque: Women's Rowing;
quadruple Sculls; Bronze Medal;2012 Olympic
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Games.
Donny Robinson Beijing 2008 Olympic Games. 33
of 44. Framed in black wood frame,with cream
background and brown matting. Color
P0039-CV Photograph of Donny Robinson competing in ZZ.S" H x 25.25" NOTC-Dining 1
BMX. Signed by Robinson with "USA BMX!" Brass � Hall;outer wall
plaque: Donny Robinson; BMX; Bronze Medalist;
2008 Olympic Games.
Men's Rowing London 2012 Olympic Games. 34
of 44. Framed in black wood frame,with cream
background and brown matting.Color
P0040-CV Photograph of Men's Coxless Fours-Glenn 22.5" H x 25.25" CVOTC-Dining 1
Ochal, Henrik Rummel, Charlie Cole,Scoit Gault. L Hall;outer wall
Signed by Scott Gault. Brass plaque: Men's
Rowing; Four; Bronze Medal; 2012 Olympic
Games.
Men's'8 Rowing Team Beijing 2008 Olympic
Games 35 of 44. Framed in black wood frame,
with cream background and brown matting. Zz 5" H x 25.25" CVOTC-Dining
P0041-CV Color Photograph of US Men's Coxed Eights 7eam � Hall;outer wall 1
competing. Signed by four of the 9 athletes.
Brass plaque: Men's 8 Rowing Team; Bronze
Medal;2008 Olympic Games.
Blake Leeper London 2012 Paralympic Games 36
of 44. Framed in black wood frame,with cream
background and brown matting. Color
Photograph of B�ake Leeper with US Flag draped 25.25"H x �OTC-Dining
P0042-N over shoulders.Signed by Leeper with "The only zZ.25^W Hall;outer wall 1
true Disabifity in Life is a bad attitude!" Brass of rotunda
plaque: Blake Leeper;400 M &200 M;Silver&
Bronze Medalist;2012 Paralympic Games.
Shaquille Vance London 2012 Paralympic Games
37 of 44. Framed in black wood frame,with
cream background and brown ma[ting.Color 25.25"H x �OTC-Dining
P0043-CV photograph of Shaquille Vance running on track. zz.z5^y� Hall;outer wall 1
Signed by Vance. Brass plaque:Shaquille Vance; of rotunda
200 M;Silver Medalist;2012 Paralympic Games.
Lex Gillette London 2012 Paralympic Games 38 of
44. Framed in black wood frame,with cream
background and brown matting.Color z5.25"H x �OTC-Dining
P0044-CV Photograph of Lex Gillette jumping[long jump). Zz zs„W Hall;ou[er wall 1
Signed by Gillette. Brass plaque: Lex Giilette; of rotunda
Long Jump;Siiver Medalist;2012 Paralympic
Games.
E�1HIBi'�' ��L�� USOCChula�'i��a
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Will Claye London 2012 Olympic Games 39 of 44.
Framed in black wood frame,with cream
background and brown matting.Color
Photograph of Will Clayejumping.Signed by 25.25"H x �OTC-Dining
P0045-CV Claye with "Thanks to everyone at the O7C for ZZ.zS^W Hall;outer wall 1
the love&support!!!" Brass plaque:Will Claye; of rotunda
Long Jump&Triple Jump;Silver& Bronze
Medalist;2012 Olympic Games.
Women's Rowing 8's London 2012 Olympic
Games 40 of 44. Framed in black wood frame,
with cream background and brown matting. Zz 5" H x 25.25" �OTC-Dining
P0046-CV Color Photograph of Women's Rowing 8 Team Hall;wall of 1
throwing coxswain in water.Signed by three � rotunda
athletes Brass plaque:Women's Rowing; Eight;
Gold Med; 2012 Olympic Games.
Women's Rowing 8's Beijing 2008 Olympic
Games 41 of 44. Framed in black wood frame,
with cream background and brown matting. CVOTGDining
22.5" H x 2525"
P0047-CV Color Photograph of Women's 8 Team after Hall;wall of 1
medal ceremony with gold medals.Signed by five � rotunda
athletes. Brass plaque:Women's 8 Rowing
7eam;Gold Medalist; 2008 Olympic Games.
Jeff Skiba Beijing 2008 Paralympic Games 42 of
44. Framed in black wood frame,with cream
background and brown matting.Color Zz.S" H x 25.25" �OTC-Dining
P0048-CV Photograph of Jeff Skiba clearing bar on High Hall;wall of 1
Jump.Signed by Skiba with "2008 Beijing High � rotunda
Jump Gold." Brass plaque: Jeff Skiba;High Jump;
Gold Medalist; 2008 Paralympic Games.
Men's Rowing 8 Athens 2004 Olympic Games 43
of 44. Framed in black wood frame,with cream
background and brown matting.Color 22.5" H x 25.25" �OTC-Dining
P0049-CV photograph of Men's Rowing 8 with coxswain in � Hall;wall of 1
boat. Brass plaque: Men's Rowing;8-Man Boat; rotunda
Gold Medai; 2004 Olympic Games.
Casey Tibbs Beijing 2008 Paralympic Games 44 of
44. Framed in black wood frame,with cream
background and brown matting. Color NOTC-Dining
PO050-N Photograph of Casey Tibbs jumping. Signed by ZZ.S" H x 25.25" Hall;wall of 1
Tibbs with"Never Give Up!" Brass plaque:Casey � rotunda
Tibbs;long Jump and 4x100; Bronze Medalist;
2008 Paralympic Games.
US Olympic Team Statue of Liberty Athens 2004
Olympic Games Poster. Red border with yellow
stars surrounding Statue of Liberty with USA in CVOTC- Dining
P0051-N red over multi-colored Olympic Rings. US Z4" H X18"W Hall-down hall 1
Olympic Team -A[hens 2004 in white a[bottom.
. Athens 2004 logo at bot[om on right-hand side.
EXHIBIT "L" usoccn��a���s�a
10?W i0 01/LA
88888S-OOi I3/?-19-I6ldbs�dbs -��- �Propem'T`anskr AyaeemenQ
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Steve R.Allen US Olympic Team Athens 2004
Olympic Games Poster. Dark blue border with
number athletes representing the various sports
contest the Games. In center is athlete carrying
P0052-CV Athens 2004 Olympic Torch with Track&Field zq��H X18"W �OTC- Dining 1
Uniform and laurel wreath. Behind athlete are Hall-down hall
multitolored Olympic Rings. Below in red with
white border: US Olympic Team-Athens 2004 at
bottom. Team USA logo in white on both sides of
bottom/
Greek Athletes US Olympic 7eam Athens 2004
Olympic Games Poster by Mina Papatheodorou-
P0053-N Valyraki. Blue border surrounding two athletes zq" H Xi8"W �OTC-Dining 1
in white with laurel wreaths running in front of Hall-down hall
Greek temples. U.5 Olympic Team-Athens 2004
at base in red with white border
Debbie Brooks Greece USA poster. Athens 2004
Olympic Games poster. White border with
painted image of Greek seaport in background
P0054-CV " with female diver diving into sea in a USA 24" H X18"W �O7C-Dining 1
swimsuit. GREECE in white letters at top. Water Hall-down hall
has USA&Olympic Rings where diver is hitting
water. Greek temple on a hill in the background.
Set of Beijing 2008 Olympic Games Plush Mascots
-original in box. Bei Bei,Jing Jing, Huan Huan,
Ying Ying and Ni Ni. Made by Fuwa and is Beijing CVOTC-Staff
2008 Official Licensed Product. Produced by Offices:to be
MI007-CV Zhongshan Coronet Toys, Ltd. Made in China. 6" 6" H= 1 mascot shipped to 1
Olympic Plush Mascots in Cardboard Window USOC Archives
. Box. Made of 2mm Velboa with polyester . .
stuffmg. - Donated to CVOTC
Salt Lake 2002 Olympic Winter Games Official
Plush Mascot- "Coal"Made by Tyco a subsidiary
of Mattel.Coal is a brown bear- 1 of three CVOTC-Staff
MI008-CV mascots for Salt Lake. Left back paw has"Official 10.5"sitting; 14" Offices:to be 1
Mascot;Salt Lake 2002"embroidered on it standing shipped[o
encircling Salt Lake Logo with Olympic Rings USOC Archives
below. Purple plastic Name tag encirdes neck on
burgundy cord.-Donated to CVO7C
Wenlock"Queen's Guard"Official Plush Mascot
of London 2012 Olympic Games-speciai edition. C/OTC-Staff
Wenlock is dressed as a Queen's Guard pffices:to be
MI010-CV (Beefeater)With Black fur-look hat and red, 12.5"tall 1
British military uniform. On right breast of shipped to
uniform is London 2012 logo. In original box. USOC Archives
O�cial licensed product-Donated to CVO7C
EXHIBIT "L" usoccn�iav,s�,
103H5001/LA
S%888-00�1�/'_-19-16�dbs/dbs '�'}' �Propert)'TransferA�rement�
DOCS?70 i5�7�i.1?
Hidy,Calgary 1988 Olympic Winter Games
Offlcial Plush Mascot made by Hasbro. Hidy&
Howdy were the Welcome Bears for the Games. �yOTC-Staff
White female bear dressed in cowgirl motif-biue
MI011-CV dress with yellow-gold trim and Calgary 1988 10" High Offices:to be 1
Official logo on right breast with a red bow in shipped to
front. White cowboy hat with red strip around it USOC Archives
and red Calgary pin attached to brim of hat.
Polyester filled.-Donated to CVOTC
Howdy,Calgary 1988 Olympic Winter Games
O�cial Plush Mastot made by Hasbro. Hidy&
Howdy were the Welcome Bears for the Games.
White male bear dressed in Cowboy motif-blue CVO7C-Staff
MI012-CV �est with white stitching and Calgary 1988 10"High Offices:to be 1
Official logo on left side wiih a red Calgary pin on shipped to
right. Red neckerchief[ied to the righ[around USOC Archives
neck. White cowboy hat with red s[rip around it
and red Calgary pin attached to brim of hat.
Polyester filled. - Donated to CVOTC
Salt Lake 2002 Olympic Winter Games Official
Plush Mascot-"Copper" Made by Tyco a
subsidiary of Mattel. Copper is a tan colored Fox-
1 of three mascots for Salt Lake. Left back paw C/OTC-Staff
MI009-CV has"O�cial Mascot;Sali Lake 2002" O�ces:to be 1
embroidered on it encircling Salt Lake Logo with shipped to
Olympic Rings below. Purple plastic Name tag USOC Archives
encircles neck on gold colored cord.-Donated to
CVOTC
Los Angeles Times front page Olympics'84,
August 5, 1984-headlines: The Packaging of King
Carl Can now Commence;Lewis Dashes Away Suite 211 & 212
NE001-CV With Gold and Then Old Glory in 100; U.S. Boxers 24"H x 16"W 1
Continue Triumphant March; Baumann Breaks sitting room
Another Record. Framed in Black wood. Part of
the Charles Schultz Collection
USA Today Life Section front page Destinations&
Diversions, May 16, 2008-headlines:Olympic Suite 211 & 212
NE002-N Spin: For BMX star and fans,[he road[o Beijing 24" H x 16"W sitting room 1
goes through San Diego; part of the Charles
Schultz Collection
CVOTC-Staff
Salt Lake 2002 Olympic Winter Games O�cial O�ces:to be
MI013-CV Plush Mascot-"Powder" made by Fisher-Price 10" High shipped to 1
USOC Archives
CVOTC-Staff
Sam the Olympic Eagle made by Wallace Berrie& O�ces:to be
MI014-CV Company#8255 12" High shipped to 1
USOC Archives
CVOTGStaff
MI015-CV Sam the Olympic Eagle made by Applause 8" High �ff�ces:to be 1
shipped to
USOC Archives
io?c�io.oian
E�HIBIT "L" usoccn�iav�s„
588888-003I3R-19-Ib/dbs�dbs -��- �Propenr Transfer AereemrnQ
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CVOTC-Staff
MI016-N Misha the Bear Stick Pin made by R. Dakin& 3.5" High O�ces:to be 1
Company, 1979 shipped to
USOC Archives
Chula Vista Olympic Training Center Explanatory
poster of the series of 44 athlete images in the
Dining Hall. The following Olympic and
Paralympic Medalists and flag bearers trained at
the Chula Vista Olympic Training Center for a 13.5" H x 15.5" CYOTC-Dining
P0007A-CV Signiflcant amount of time leading up to their W Hall Rotunda 1
respective Olympic and Paralympic Games.
[series is not finite-more athletes are
anticipated to be added. Some athletes are
represented twice for different Games]
Justin Huish signed Archery Compound Bow- .
made by Hoyt USA. Metallic Blue on center of approx 65.5" H x �yOTC-Siaff
MI017-N bow with whi[e to the tips of the compound 14.5"W from 1
bow.Justin Huish's signature on lower portion of middle O�ces
bow.
2013 USATF Thorpe Cup Wood Skate Board with
Red plastic wheels. Underside of skateboard is
red with dark blue lines radiating from center in a
sunburst pattern with"2013 USATF Thorpe Cup"
in bold white letters at center and "Chula Vista, approx.46" H x NOTC-Staff
MI018-N California USA"in white letters toward end of 1
board. Thorp Cup decal in between with German 9 W at center O�ces
&US Flags and Heptathlon-2013- Decathlon on
it. USATF logo in white at top of board. Ocean
motif at both ends of board. Front of board is
textured.
Panorama of Montreal 1976 Olympic Games
Opening Ceremony framed in silver metal.
image of all teams in Olympic Stadium infield NOTC-Staff
PO055-CV with Games of the XXI Olympiad Montreal 1976 17" H x 21"W 1
Panorama Opening Ceremony 17 July 1976 in O�ces
French&English on lower left hand side of
image. Matted in salmon and orange.
Squaw Valley 1960 Olympic Winter Games
Official Poster framed in black wood. Squaw approx 38.5"H x CVOTC-Staff
P0056-CV Valley California February 1960 at top in black ZS"W Offices 1
with Squaw Valley logo in center and The VIII
Olympic Winter Games outlined in black below.
Jacques Dubois French Travel Poster-Join the
Sun On a Ski-run in France: This poster depicts a
sun being happily lifted to the top of a French
snowy mountain with skis and pole in one hand
and a bright smile on its face. It is a stone 40.5" H x 25.25" NOTC-Staff
P0057-CV lithograph which was originally commissioned by W O�ces 1
the French 7ourism Board to advertise skiing in
Frence,especially the french Riviera or Cote
d'Azur. It is an excellent example of artist Jacques
Dubois's signature use of vivid colours and
io_c�so.oin.n
E)iHIBIT "L" usoccn�iav�s„
. SSS888-OOiL•2-19-16/dbs/dbs -)6- �RopenyTnnsfaAEaeemenQ
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striking central focal point to capture the
attention of passers-by. Circa 1950.
2014 UCI BMX Supercross Chula Vista California
Metal Art/Award. Commemorates the Sept. 26-
27, 2014,Supercross competition at Chula Vista
Olympic Training Center. Steel oval metal
art/award with metal palm trees on both sides.
Center has otd US Flag motif as background. USA
BMX cut out of top with BMX bikers in rectangle
at top in red,white&blue. BMX bikers riding �yOTC-Staff
trail/course from top to bottom of art/award in 33.5"H x 35"W Offices-to be
MI019-N black and white. Band across middle in red, at widest point shipped to 1
white&blue that has uci BMX Supercross Chula of palm trees USOC Archives
Vista California lettered across. Chula Vista
California in red, outlined in white below.
Ribbon-like 3 dimensional piece with gold"1"
medal in center protruding from lower half of art
work. On left side is USA Cycling logo and on
right side is US Olympic Committee Iogo. Made
by MJT Designs. Back is plain except for
manufacturer/designer sticker at top.
UCI BMX Supercross Washburn WI14 Electric
Guitar from 2011 approx. Prize Guitar. Burgundy
body with red pinstriping detail. Top has uci BMX
Supercross Chula Vista Ca�ifornia sticker with ABA 38"L x 13.5"W �yOTC-Staff
MI020-N BMX(American Bicyde Associa[ion)sticker at widest point Offices 1
below. To right of those is US Olympic of base.
Committee Logo sticker. Below strings is sticker
with Troy Lee Designs and USA Cycling Logo with
BMX below that.
Signed 1998 Women's USA Hockey Jersey framed
in plexiglas shadow box. Plaque at[op: lst Even
Olympic Women's Hockey Gold Medalist Nagano Size 48 Jersey-
1998. 24 Athlete signatures in red and CVO7C-Staff
CL001-CV black/grey ink surrounding USA in cirde. Made Shadow Box is Offices 1
by Nike,size 48. Signatures include:Angela 40.5" H x 30"W
Ruggerio, [no tag-attached to wall and tag
would be visible]
Moscow 1980 Olympic Games O�cial Plush
Mascot, Misha the Bear made by R. Dakin & CVOTC3taff
MI021-CV Company, 1979. Misha is a brown bear with 21"Tall Offices-to be 1
plastic gold-toned Olympic Rings on a multi- shipped to the
colored ribbon belt around cenier of body. USOC Archives
EXHIBIT ��t�� USOC @Wa\'isia
1036ii0.01/LA
888858-003G/3-19-76�dbsldbs '��' [Propertr Tansfer AcreemenQ
DOC$?i0 i i.�-i.l?
Salt Lake 2002 Olympic Winter Games Torch,
silver and bronze. Manufactured by Scott Given,
Matt Manes,Axiom Design/Coleman,Georgia �yOTC-athlete
T0002-CV Institute of Technology,Quickparts.com, Inc. 83.Scm long �enter lobby 1
Made of silvered metal,copper and glass. In
round,tylindrical plexiglass case. [no tag;
encased]
Atlanta 1996 Olympic Games Bronze Prize Medal
ME32 B on loan from Crawford Family U.S.Olympic
Archives.
Atianta 1996 Olympic Games Gold Prize Medal
ME30 P on loan from Crawford Family U.S.Olympit
Archives.
Atianta 1006 Olympic Games Silver Prize Medal
ME31 G on loan from Crewford Family U.S.Olympic
Archives.
Reflection bronze sculpture by Shalit/Ericson& 36" H x 43"
CVOTC-Visitor
5T002-CV Wallis, 1999. Female athlete sitting.Cast hollow long/wide from Center:outside
bronze. front to back near ring of
Flags
Anticipation bronze sculpture by Shalit/Ericson& 58"H x 54"
NOTGVisitor
ST003-CV Wallis, 1999. Male athlete sitting. Cast hollow long/wide from Center:outside
bronze. front to back. near ring of
flags
Red framed collection of Atlanta 1996 Olympic
Games Tickets on blue background-(19) event
TI001{V tickets with 1 Opening Ceremony ticket and n/OTC-Athlete
Centennial Olympic Park Brick Certificate in center lobby
center
black framed collection of Salt Lake 2002 Olympic
TI002-CV Winter Games Tickets matted in blue on black CVOTC-Athlete
background-(16)event tickets with 1 Opening center lobby
Ceremony ticket
EJ�HIBIT ��L�� usoccn�ia��;�
10361>001/LA
SSSSSS-0031i/?-19-16/dbs/dbs '�8' �Prapem'Trans(er A�,ammrnQ
IXJCS?i0 ii�t-i.L
EXHIBIT "M"
LIST OF THIRD PART1' APPROVALS
1. Easton's consent to the assi�nment to Cit�� of USOC's interest in the Easton Lease as
required b�� the Easton Lease.
2. San Dieeo's consent to the assisnment to Cit�� of USOC's interest in the Boathouse Lease
as required b�� the Easton Lease.
io:�aso om.n
EXHIBIT "A4" usoccnwa�-��
888888-00?li/?-19-16ldbs/dbs '�' . (PropenvTnntkrA^_memrnQ
DOC$?30i5aa.l?
EXIIIBIT "N"
FOR1�7 OF A'IEA70RANDUI�1 OF CORE AGREEMENT
RECORDING REQUESTED B1'
Al�� �VHEN RECORDED MAIL TO:
Attention:
(Above Space for Recorder's Use Onl}�)
A4EMORANDUM OF CORE AGREEI7ENT
THIS A4EMORAI�'DUM OF CORE AGREEMENT (this "A4emorandum") is made and
entered into as of this dav of . 2016. b�� and bet�+�een CITY OF CHULA
VISTA. a chartered municipal corporation ("CV"). and the iJNITED STATES OLI'b4PIC
COD4A4ITTEE; a federall�� chartered non-profit entity ("USOC"); .
1. Propert�,. CV is the o��mer of that certain real property located in the City of
Chula Vista, Count�� of San Diego, State of California, ���hich is more particularl�� described on
Exhibit "A" attached hereto (the "Propert}�").
2. Core Aereement. CV and USOC have entered into that certain unrecorded Core
Aereement (the "Core A�reement") dated as of Februar}� . 2016, pursuant to �rhich USOC
and CV have agreed upon, among other things, (i) the maintenance and operation of the Propem-
and the standards for the same consistent �i�ith what is necessary and appropriate for the
successful trainine and support of elite athletes, (ii) USOC's minimum usa�e commitment for the
Propem� during the term of the Core A�reement, and (iii) certain other agreements relatin� to the
operational and maintenance standazds and obligations for certain portions of the Propert}�.
3. Term. The initial term of the Core Agreement is for a period commencine on the
Transfer Date (as defined in the Core Agreement) and ending on December 31, 2020; provided.
ho�+�ever. that commencin� no later than eiehteen (18) months prior to the expiration of the initial
term of the Core Agreement; USOC and CV shall meet and confer [o negotiate on �i�hether and
on ��fiat terms the parties may estend such initial term.
�. Incorporation of Core Aereement. This Memorandum is a memorandum of the
Core Asreement. The purpose of this 1�4emorandum is to aive notice of the rights and
oblieations of the panies hereto under the Core Aareement and all of the terms and conditions of
the Core Agreement are incorporated herein b<< reFerence as if the�� ���ere fully set forth herein. In
EXHIBIT "I�i�� USOCChula\`ina
1036150.01lLA
8S88SS-0037i/?-19-16/dM�dbs -�- �Propenc Trzns(er Agreemrn�]
DOCS?30 i 513.12
the event of anv inconsistency bet��een the terms of this Memorandum and the terms of the Core
Agreement:the terms of the Core Aareement shall prevail.
�. Successors. Subject to the terms oFthe Core Aereement, this A4emorandum shall
be bindine upon and inure to the benefit of the respecti��e heirs, executors; administrators,
successors in interest and assigns of the parties hereto.
6. Counterparts. This Memorandum ma}� be ezecuted in multiple counterparts; each
of which shall be deemed an orieinal. but all of which. toeether. shall constitute one and the
same instrument. � �
IN V�'I7NESS V�'HEREOF; the parties hereto have executed this Memorandum as of the
dav and �ear first ���itten abo��e.
USOC:
UI�'ITED STATES OL1'MPIC COA4A11TTEE.
a federalh chartered non-profit entit��
Bv:
I�'ame:
Its:
CV:
CITY OF CHLTLA VISTA.
a chartered municipal corporation
Bv:
Name:
Its:
iwc�sooin,a
EaHIBIT "\," usoccT�iav+�,
888885-0031iP_-79-Ifi/dbs�dbs '�' �RopenyTans@rACrttmrnQ _
DOC$2�Oii�-i.i?
EaxisrT ��o��
FORM OF MEn10RANDUn7 OF AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Attention:
SPACE ABOVE THIS LINE FOR RECORDER'S USE
A'IEMORANDUn7 OF AGREEA4ENT OF PROPERTI' TRANSFER AND JOINT
ESCRO«' iNSTRUCTIONS
This Memorandum of A2reement of Property Transfer and Joint Escrow Instructions
(this "Memorandum ') is made this �� day of � �_ 2016 by and betti�een CITY
OF CHULA VISTA, a chartered municipal corporation ("City"), and the iJNITED STATES
OLYI�4PIC COMMITTEE, a federall�� chartered non-profit entin� ("USOC"); ���ith reference to
the follo��°ine Facts:
A. USOC is the o�mer of that certain real property described on Exhibit "1" attached
hereto (the "Propem�").
B. USOC and Cit�� ha��e entered into that certain unrecorded Aereement of Propeny
Transfer and EscroH� Instructions dated Februan� _; 2016 (the "Aereement") �vhich relates to
the transfer of USOCs interest in the Propert}�.
I�'O�V, THEREFORE. incorporating the foreeoing recitals and for other fair and valuabie
consideration, the receipt and adequac}� of Hfiich is hereby ad:no��ledeed; the parties herebv
aeree as that: �
1. Aereement Subject to the terms and conditions set fonh in the Aereement.
USOC has a�reed to transfer the Propert}� to Cit��_ and City has aereed to accept such transfer of
the Propert�� from USOC.
2. Purpose of nlemorandum. The purpose of this I�9emorandum is to provide notice
of the Agreement.
3. Transfer of Propem. Effecti��e upon the earlier of(i) transfer of the Propem� to
City. or (ii) nine (9) months after the recordation of this A4emorandum, this n9emorandum shall
io:wso om.n
E�HIBIT "O" usoccn�i,�-�,
8888SS-003 Ll2-19-161dy�/dys '�' �Propeny Tnnsfa ApttmrnQ
DOC$?SOii33.12
be of no further force or effect, and an�� title compan}� insurine the Propem� or an}� interest
therein is herebv authorized and instructed to remove am� reference to the effect of this
Memorandum from an�� title reports or policies related to the Propert}�.
4. No Amendment to Aereement. I�'othine contained in this Memorandum shall be
deemed to modifi- or amend the Agreement in am� respect. In the event of an�� inconsistenc��
bet��een the terms hereof and the Aereement. the Aareement shall control.
�. Counterparts. This A4emorandum mav be eaecuted in an�� number of counterparts
��hich. w�hen taken toeether, shall constitute a full�� e�ecuted orieinal.
[Remainder of Page Inrentionally Lefi Blank: Signature Pages lo Fo1Toi+J
io:wso.om�.
E};H I B I T "O" usoc cn�ia w�
858888-00313/2-19-16�dbt�dbs -�' (Propem'Tnns(er ApeemrnQ
DOC$?-l0ii-}7.1?
I?�' VdITI�TESS V�'HEREOF, the parties have executed this Memorandum as of the date
first wTitten above.
USOC:
UI�TITED ST.ATES OLYMPIC CO!�4MITTEE.
a federall}� chartered non-profit entity
Bv:
I�Tame:
. Its:
CITY:
CITY OF CHiTL.A VISTA.
a chartered municipal corporation
Bv:
I�'ame:
Its:
EXHIBIT "O" usoccn�ia�-��a
1076150 O7lLA
SS8888-00?IiR-79-16ldbs�dbs '�- �Property Taas(tt A_reemrnQ
DOCS 2107i13.1?
A Notary Public or other officer completing this certificate venfies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORI�'IA )
) ss.
COiTiVTY OF )
On before me.
notan� public; personally appeared who
pro��ed to me on the basis of satisfacton� evidence to be the person(s) ���hose name(s) is/are
subscribed to the ���thin instrument and acl:no«�led�ed to me that he/she/thev ezecuted the same
in his/herltheir authorized capacit��(ies). and that b}�his/her/their sienature(s) on the instrument
the person(s), or the entit�� upon behalf of�vhich the person(s) acted. executed the instrument.
1 certifi� under PENALTY OF PERJURY under the la�vs of the State of Califomia that the
foregoing paragraph is true and correct.
W'imess mv hand and official seal.
Sienature
A Notary Public or other o�cer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORI�'IA )
) ss.
COiINTY OF )
On before me.
notarv public; personally appeazed who
proved to me on the basis of satisfactory e��idence to be the person(s) whose name(s) is/are
subscribed to the ��ithin instrument and acl:nowledaed to me that he/she/theti- e�ecuted the same
in his/her/their authorized capacity(ies); and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of H�hich the person(s) acted, e�ecuted the instrument.
I certifv under PENALTY OF PERJURY under the la���s of the State of Califomia that the
fore_oin� paraeraph is true and correct.
\Vitness mv hand and official seal.
Sienature
70?615001/l.n
E7<HIB[T "O" usoccn�iaw�
88888S-11031i/_-19-16/db5�db5 . '�' �Pmperty Trans(er Ageemrot]
DOC$?i0ii3i.l?
EXHIBIT "1" TO
MEMORANDUM OF AGREEMENT
Legai Description of the Propem�
EXHIBIT "O" usoccn�ia�����a
1036750.01lLA
888885-00?13/3-19-16ldbs�dbs -�- . [ROpm.Trmufer AgreemenQ
DOC$?�07�11.1?
EaHIBIT "P"
FOR1�1 OF TERMINATION OF MEA70RANDUM OF AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAILTO:
Attention:
SPACE ABOVE THIS LINE FOR RECORDER`S USE
TERI�IINATIO\T OF �4En70RANDUA7 OF TRANSFER AGREEnZENT
This Termination of Memorandum of Transfer Agreement (this "Termination of
n4emorandum-') is made as of . 2016 (the "Execution Date `), b}� and ben��een
CITY OF CHiILA VISTA; a chartered municipal corporation ("Cit��"); and the UI�TITED STATES
OLYMPIC COMMITTEE. a federall}� chartered non-profit entitv ("USOC").
A. USOC and Cit}� are parties to that certain Memorandum of Agreement of Propem�
Transfer and Joint Escro�� Instructions (the "Memorandum") recorded on . 2016; in
the Official Records of San Diego Counn-, California as Document No.
B. The Memorandum was recorded to provide notice of that certain unrecorded
Agreement of Propem� Transfer and Escro�ti� Instructions dated Februan- 2016 (the
"Aereement"). Capitalized terms ��hich aze not defined herein shall have the meanine eiven to them
in the Memorandum. y
C. The parties now wish to record this termination to confirm that the A4emorandum is
of no further force or effect and that Bu��er has no further right. title or interest (or rieht to acquire)
the Propert��.
NO�' THEREFORE, incorporating the foregoing recitals and for other fair and valuable
consideration. the receipt and adequac�� of ���hich is hereby ackno���ledeed, Bu��er herebvi certifies
and confirms as follo�i-s:
l. Termination of Memorandum. The A4emorandum is hereb�� terminated and of no
further force or effect. Citv has no further right to acquire the Propert}�.
1036/t0 01lLA
EXHIBIT "P" usoccn��aw<„
888888-00?Ii/?-19-Ifi/dbs/dbs -�- . �ROpem'TrvuferA�reemenQ
DOCS ZSO75i;.1?
2. No Amendment to Aereement. \'othine contained in this Termination of
Memorandum shall be deemed to modifi� or amend the Agreement in am� respect.
I?�' WITI�TESS V�'HEREOF, the panies have executed this Termination of Memorandum as
of the date first«Titten above.
USOC:
UI�'ITED STATES OLYMPIC COA4MITTEE.
a federally chartered non-profit entit}�
B��:
I�'ame:
Its:
CITY:
CITY OF CHULA VISTA.
a chanered municipal corporation
Bv:
1�'ame:
Its:
io:�+so.mn.n
EJ�HIBIT „P" usocc�,wa�•�„
888588-003Ii/?-19-16/dbs/dbs -�- �Ropenr Tansfer A�ecmem�
DOC$?SOiSil.l?
A Notary Public or other officer completing this cerfificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORI��IA )
) ss.
COiJi�TTY OF )
On before me;
notarv public. personall}� appeared ��ho
proved to me on the basis of satisfacton� evidence to be the person(s) ���hose name(s) is/are
subscribed to the ���ithin instrument and acl:no���ledeed to me that he/she/thev e�ecuted the same
in his/herltheir authorized capacit��(ies); and that bv his/her/their sisnature(s) on the instrument
the person(s), or the entit�� upon behalf of N�hich the person(s) acted: ezecuted the instrument.
I certifi�under PENALTY OF PERJURY under the la�ti�s of the State of Califomia that the
foregoing paza�raph is true and correct.
Wimess mv hand and official seal.
Sienature
A Notary Public or other o�cer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORI�TIA )
) ss.
COUNTY OF )
On before me,
notan� public. personall�� appeared who
proved to me on the basis of satisfactory evidence to be the person(s) ���hose name(s) is/are
subscribed to the �rithin instrument and acl:noH�ledeed to me that he/sheltheti� esecuted the same
in his/hedtheir authorized capacit}�(ies); and that b��his/hedtheir signature(s) on the instrument
the person(s); or the entit�� upon behalf of„�hich the person(s) acted, executed the instrument.
I certifv under PE\'ALTI' OF PERJURl' under the la�vs of the State of Califomia that the
foregoing pazagraph is true and correct.
��'imess mv hand and official seal.
Sienature
io:bsso oin_n
EXHIBIT "P" usoccn�iav�r,
888885-(10:1:/?-19-161dbs/dbs -�- �Propmr Travs(er AneemenQ
DOC$?707i.i.1.1?
EXHIBIT "P" usoc cn�ia�s,�a
1036a>O.OI/l.4
88SS88-00313R-19-16/db>�dbs '�' [ROpertr Transfer Acreem:m)
DOC$?�Oiiii.l?
EalIIBIT "O"
FORM OF EASTON LEASE ASSIGNMENT
�NOTE TO DRAFT-IF THE CITY REQUIRES A DIFFERENT FORM OF LEASE
ASSIGNMENT FOR THE EASTON LEASE, PLEASE PROVIDE PROPOSED FOR1�7]
io:�+>o.oin.n
EXHIBIT "Q" usoccnwa�sua
, 888885-00313/?-19-16ldbs/dbs "�' l�Pm�'Trnrtt(erA�:em•nt]
DOC$?JOii-1-1.12
AGREEIIENT OF PROPERTP TRr1NSFER
AND JOINT ESCRO�V INSTRUCTIONS
BETI�'EEN
UNITED STATES OLYMPIC COMA4ITTEE;
a federalh� chartered non-profit entin�
and
CITY OF CHULA VISTA.
a chartered municipal corporation
USOC Chula\'iva
IO�bi500i/LA
888888-00?1?/?-19-Ib�dbs/dbs . �Prapert.Taas(er A��eemenQ
DOC$?30 i il�.l?
I SUMMARY .Ai\'D DEFII�'ITIOI�' OF BASIC TERMS ................................................... 1
IIRECITALS .......................................................................................................................2
IIIAGREEMENT..................................................................................................................4
1. Transfer.......................................................................................................................4
?. Purchase Price.............................................................................................................4
3. Escrow: Titie and Due Dilieence................................................................................4
3.1 Openine of Escro���.........................................................................................4
3.2 Close of Escrow�/Closina.................................................................................4
3.3 7itle Insurance ............. ..................................................................................�
3.4 Cit�'s Review of Due Diligence Items............................................................�
3.� Ph��sical Due Dilieence...................................................................................�
3.6 Termination.....................................................................................................6
3.7 Retum of Due Dilieence Materials.................................................................6
3.8 Memorandum of Transfer Agreement............................................................7
3.9 Core Agreement..............................................................................................7
4. Conditions Precedent to the Close of Escrow.............................................................7
4.1 Conditions Precedent for the Benefit of Cirv.................................................J
4.2 Failure of Conditions Precedent to Cih's Obligations....................................8
4.3 Conditions Precedent for the Benefit of USOC..............................................8
4.4 Failure of Conditions Precedent to USOC's Oblieations................................9
�. Deli��eries to Escro�i- Holder.......................................................................................9
�.] USOC'sDeliveries..........................................................................................9
�.2 Cin's Deliveries............................................................................................ 10
6. Deli��eries Upon Close of Escrow............................................................................. l l
6.1 Tar- Filines.................................................................................................... 11
6ZProrations...................................................................................................... 11
6.3 Recordine......................................................................................................11
6.4 Cit�� Funds..................................................................................................... l l
6.� Documents to USOC.....................................................................................11
6.6 Documents to Cit�. ........................................................................................ 12
6.7 7itle Policv....................................................................................................12
6.8 USOC Funds.................................................................................................12
7. Costs and E�penses...................................................................................................12
8. Prorations..................................................................................................................12
8.1 Ad Valorem Taaes........................................................................................12
8.2 E�cise. Transfer and Sales 7�axes..................................................................12
8.3 Lease Rentals................................................................................................13
USOC CAula\'ista
IOi6�i0.01M
S8S888-00?I:/?-I9-16ldbs/dbs . �Ropem�Tans(er AFreemeni�
DOCS 240ii;;.12
8.4 Operatina Expenses ......................................................................................13
8.� Boathouse Lease Rent...................................................................................14
8.6 Contracts.......................................................................................................14
9. USOC's Representations and �'arranties..................................................................14
9.1 Formation: .Authorin�....................................................................................14
9.2 Compliance ��ith La���s .................................................................................14
9.3 Litieation.......................................................................................................14
9.4 Kno�in Hazardous h4aterials.........................................................................14
9.� Subsequent Changes .....................................................................................14
9.6 USOC's Kno«ledae......................................................................................]�
9.7 Sur��ival..............�.........................................................................................1�
10. AS-IS Transfer.......................................................................................................... 1�
10.1 Citv's Ackno�ti�ledgment................................................................................ 1�
I 1. Casualt�� and Condemnation..................................................................................... 18
11.1 A4aterial Casualtv.......................................................................................... 19
11.2 \on-n4aterial Casualtv..................................................................................19
11.3 n4aterial Condemnation ................................................................................19
I 1.4 Non-1�4aterial Condemnation........................................................................19
1 l.� A4aterialit�� Standazd......................................................................................20
11.6 1�'otice of Casualt�� and Condemnation .........................................................ZO
12. Notices ......................................................................................................................20
13. Default.......................................................................................................................20
]3.1 Default bv USOC..........................................................................................21
13.2 Default bv Cit��..............................................................................................21
li.3 Indemnities: Defaults afrer Closine or Termination.....................................21
]3.4 Limited Liabilitv..........................�................................................................??
14. Assignment ...............................................................................................................?�
1�. Miscellaneous ...........................................................................................................??
1�.I Go�emine La�i� .............................................................................................??
1�.2 Partial In��aliditv............................................................................................��
1�.3 Wai��ers.........................................................................................................23
1�.4 Successors and Assians.................................................................................23
1�.� Professional Fees ...�.....................................................................................23
1�.6 EntireAereement..........................................................................................23
1�.7 Time of Essence/Business Da��s ...................................................................23
1�.8 Construction..................................................................................................23
16. Confidentialitv ..........................................................................................................24
USOC @ula�'ista
1036150.01/LA
888888-00313/?-19-16ldbsl� _ [RopertrTaas(crAnttm<nQ
DOC$?�0 i iii.l?
E�IIBITS
Ea:hibit "A" Legal Description
Ea:hibit "B" Grant Deed
Exhibit "C-1" Transferor's Certification of Non-Forei�n Status
Eahibit "C-2" V�'ithholdine Esemption Certificate for Real Estate Sales
Exhibit "D" Assienment of Lease
Eahibit "E" Boathouse Lease Assienment
Exhibit "F" Assi�nment of Contracts and Assumption Agreement
Exhibit "G" Bill of Sale
Exhibit "H" General Assienment
Eahibit "I" List of Leases
Ezhibit "J" List of Contracts
E�hibit "K" Legal Description of Easton Land
Exhibit "L" List of Personal Propert��
Exhibit "M" List of Third Part�� Approvals
Ezhibit "N" Form of Memorandum of Core Aereement
Eshibit "O" Form of A9emorandum of Transfer A�reement
Eshibit "P" Form of'Termination of Memorandum of Transfer Aereement
Exhibit "Q" Form of Easton Lease Assignment
usoc cn�ia v;s„
IO:61i0 01/LA
8SSS88-003Lf?-19-I6/dbs/dbs � (Propem'Trans(erA�reemenQ
DOC$2107513.1?
INDEX
Paee s
Agreement.....................................................................................................................................1
Assienment of Contracts...............................................................................................................9
Billof Sale ..................................................................................................................................10
Boathouse Lease Assienment.......................................................................................................9
CAPAmount...............................................................................................................................21
Cit��................................................................................................................................................l
Cin� Parties..................................................................................................................................21
usoc cn�ia v�,
-0031?/?-19-16/dbs�dbs1036150.01/LA
SS888S-00?I i/?-19-16ldbs/d6s ���'� �Proprnc Tansfer A�seemenQ
DOCS 230i533.1?
CORE AGREEMEn'T
THIS CORE AGREEMEI�TT (the "Core AsreemenP') is made effective as of this_
da}�of , 2016 (the "Effecti��e Date ') bet��een the UI�'ITED STATES
OLYA4PIC COMn4ITTEE, a federalh�chartered not-for-profit corporation (`USOC") and the
CITl' OF CHULA VISTA; a chanered municipal corporation ("CV").
Vl' ITNESSETH:
�VHEREAS, pursuant to the terms of that certain Agreement of Propem� Transfer and
Joint Escro��� Instructions entered into b�� the parties concurrentl}� here�ti�ith (the "Transfer
Aereemenr'); USOC has aereed to transfer to CV all of USOC`s rieht. title and interest in and:
(a) to that certain real propert}� located at 2800 Ol��mpic Avenue. Chula Vista, Califomia. as
more particularly described in the Transfer Agreement (the "Prooert�'); and (b) certain
improvements and facilities on the Property dedicated to the training of elite athletes, ���hich
includes all those facilities described on Exhibit B attached hereto (collectivelv, the
"Facilities-`). The Property and the Facilities ha��e been commonl}� kno«�n. and operated, as the
Chula Vista Olympic Training Center. Ho�vever, from and afrer the Transfer Date. Propert�� and
Facilities aze expected to be kno�vn and operated as the Chula Vista Elite Athlete Trainine
Center. Accordineh. the Propem� and the Facilities aze sometimes collectiveh� referred to
herein as the "CVTC":
�VHEREAS, as more specifically pro��ided in the Transfer Agreement, the transfer of the
Property and the Facilities comprising the CVTC from USOC to CV is scheduled to occur by on
or about December 31; 2016 (the date upon which such transfer of the Propert}� and the Facilities
actuall�� occurs beine referred to herein as "Transfer Date `);
ioz9?ss o_n.n
319061-OfI00J2-19-I bPobs/d6�
DOCS 241 H91_I2
�VHEREAS, the parties have determined it to be in their mutual best interests to enter
into an agreement relatine to operations of the CVTC from and afrer the Transfer Date including,
amone other things: (i) the maintenance and operations of the CVTC and the standards for same;
consistent with �afiat is necessan� and appropriate for the successful trainine and support of elite
athletes (the "Elite Athlete Standards"); as such Elite Athlete Standazds are set forth in
Ezhibit C attached hereto; (ii) USOC-s Minimum Usaee Commitment, as further defined and
described in Section 4 belo�+�_ and (iii) certain other agreements relating to the operational and
maintenance standazds and obligations for certain portions of the CVTC;
\ON, THEREFORE; in consideration of the mutual promises and the covenants herein
contained. and for other eood and valuable consideration, the parties a�ree as follo«�s:
1. Term of Aereement. The term of this Aereement shall commence as of the
Transfer Date and shall terminate on December 31; 2020 (the "Ioitial Term-`) unless sooner
terminated as provided in Section 14 hereof(it being expressi�� understood, ho���ever, that the
provisions of Section 2(A) beloN� shall be effective and appl�� prior to the commencement of the
Initial Term during the period from and afrer the Effective Date); provided; ho�i�e��er_ that
commencine no later than eighteen (18) months prior to the expiration of the Initial Term; USOC
and CV shall meet and confer to negotiate on ti�hether and on �ahat terms the parties may estend
the Initial Term. The Initial Term. as mav be ettended. shall sometimes be referred to herein as
the "Term" or the "Term of this Aereement -. Upon the expiration or earlier termination of this
Agreement, the parties shall promptly execute, acl:now�ledge and deli��er such documentation as
is necessan� to remove from the Official Records of San Dieeo Counm that certain Memorandum
of Core Aereement «�hich ���as recorded on or about the Transfer Date.
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2. Transfer A�reement, Interim Asreement and Responsibiliri= for CVTC
Operatious after the Transfer Date.
A. On or about the Effective Date hereof; the panies have entered into the
Transfer Aereement. In the event of the termination oFthe Transfer Aereement for an�� reason
(other than the occurrence of the Closine thereunder), this A2reement shall automaticall��
terminate and be of no further force or effect, without further action of the parties.
B. During the period from the Effective Date until the expiration of the Due
Diligence Period. USOC and CV shall negotiate in good faith a «�ritten agreement (the '7nterim
Aereement") on terms satisfactory to USOC and CV, and which shall pro��ide (and which shall
be more particularl�� negotiated and set forth in the Interim Aereement: that (i) folloHing the
execution of the Operator Contract (as defined in the Transfer Aareement), the Third Part��
Operator (as defined below) shall have reasonable access to the CVTC prior to the Transfer Date,
(ii) CV and the Third Party Operator shall develop an operational/business plan�i�ith respect to
the use and operation of the CVTC consistent with this Agreement. and shall reasonably consider
an}� recommendations made bv USOC in connection there���ith. (iii) USOC ���ill pro��ide
reasonable access to CV and the Third Part}= Operator to the reservation s��stem for the Facilities
to begin bookings for 2017, (i��) provide CV H�th reasonable access to CVTC emplo��ee records
as and to the extent deemed appropriate and law�ful by USOC (with the understanding that all
such emplo}�ee information disclosed bv USOC to CV shall be eoverned bv the Esisting
Confidentialit�� Agreement, as defined belo«). (v) subjec[ [o availabiliri� as detemuned by USOC,
provide reasonablr acceptable office space for CV's operations on the CVTC that aze permitted
under the Interim Agreemen[; a[ no cost to CV. (vi) discuss appropriate terms and conditions for
the assi�nment to CV of the interest of USOC under that certain Lease, License and Operation
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Agreement dated June 13. 2012 with Easton Sports De��elopment Foundation ("Easton"), as
amended. and related housing aareement or. in the altemative; prepaze a plan of implementation
for Easton's independent operation within the CVTC, and (vii) determine the appropriate course
of action if the Developer Contract (as defined in the Transfer Agreement) for the provision of no
less than one hundred (]00) beds for athlete/coach housing at the CVTC is entered into prior to
the Transfer Date; and whether. and in N�hat manner. construction ���ill be permitted to be
commenced on the C"I1�C prior to the Transfer Date.
C. From and afrer the Transfer Date, the CVTC shall be renamed and operated
bv CV as the "Chula Vista Elite Athlete Trainine Center` subject to the terms of this Agreement.
3. USOC's Continued Operation/Control of Certain Facilities.
A. �ort Performance Facilities. Pursuant to the follo��ine pro��isions of this
Section 3A, during the Term of this Agreement; CV hereby grants to USOC. at no chaz�e. the
exclusive right to occup�� and use; and USOC shall continue to provide staffine for and operate at
USOC's sole cost (under its existins contract ���ith the Uni��ersity of California San Diego or
otherH�ise), the follo�°ing Facilities: (i) the Sports Medicine Clinic (identified as "Building L" on
the site plan attached hereto as Echibit A-2); (ii) the Sport Physioloev Lab that is located ���ithin
the `Boathouse" (���hich Sport Ph��siolog}� Lab is identified as "Buildine J` on the site plan
attached hereto as Exhibit A-2); and (iii) the USOC Sport Performance office spaces (identified
as "Building M` and "Buildine D` on the site plan attached hereto as Eshibit A-2), it beina
expressh� ackno���ledsed that the buildin�s described in clauses (i) throueh (iii) hereinabove were.
immediatelv prior to the Effective Date, used and occupied by the Spons Technologist; Sports
Physiologist, Sports Dietitian. Sport Ps}�chophysioloeist, and USOC staf£ The buildings
described in clauses (i) throu�h (iv) hereinabo��e are sometimes collectivel�� referred to herein as �
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the "Saort Performance Facilities'. All furniture. fixtures. supplies and equipment �vithin the
Sports Performance Facilities (including all sports medicine equipment) (collecti�el��. the "S�ort
Performance Facilities EquipmenY') shall be and remain the sole propem� of USOC and CV
shall ha��e no rights or interest therein. Eacept as otherwise pro��ided hereinbeloN�. CV shall. at
CV's sole cost and expense (subject to reimbursement by USOC ��ith respect to clause (C)
hereinbelo«�), repair, maintain and replace (as and to the extent necessarv as reasonablv
determined b�� CV), (A) the structural components and the systems and equipment of the Sport
Performance Facilities, including the mechanical; electricaL heating and cooline s}�stems (but
eacluding the Sport Performance Facilities Equipment), (B) the exterior �+�alls. the roof. the
eutters, the foundations. the windo�vs, the do�imspouts of the Sport Performance Facilities, and
(C) the interior of the Sports Performance Facilities (indudine the interior paint, sienage and
directories; interior lighting, carpeting and floorine) and the surface azeas immediatel}�
surrounding the Sport Performance Facilities, and CV shall, at CV`s sole cost and expense. keep
such portions of the Spon Performance Facilities in good order and condition and otherH�ise in
accordance H�ith the standards in place at the CVTC as of the Effective Date; pro��ided, ho���ever,
that USOC shall reimburse CV for the reasonable; competiti��el�� priced costs actuallv incurred
and paid for b�� CV in connection «�ith the performance of its maintenance. repair and
replacement obligations under clause (C) hereinabo��e. CV's repair and maintenance obligations
shall include, ��ithout limitation. the oblieation to (1) maintain pre��entati��e maintenance contracts
on all such portions of the Sports Performance Facilities or an acceptable pre��entati��e
maintenance pro�ram consistent ��-ith current best practices, and (2) providejanitorial and other
cleanin� sen�ices necessacy to keep the Spon Performance Facilities in a clean and sightly
condition throu�hout the Term oFthis Aereement. In addition; CV shall provide, at C\'`s sole
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cosi and e�;pense (subject to reimbursement as pro��ided hereinbelow). all utilities required b��
USOC in connection ��ith USOC's use and occupancy of the Sport Performance Facilities;
includin�. without limitation; the pro��ision of water; gas. electricit��. heating, ��entilation and air-
conditioning and trash removal: pro�ided, however. that USOC shall reimburse CV for the
reasonable. competitivel�� priced costs actualh� incurred and paid for b�� CV in connection ���ith
the performance of such services. All ser��ices must be performed at a cost that is reasonable and
competitivel}� priced, and a condition to USOC's oblieation to so reimburse CV for any costs
under this Section 3(A) shall be USOC`s receipt of invoices. paid receipts or such other evidence
of such costs as USOC ma�� reasonabl�� require demonstrating the cost of such ser��ices as a
prorated portion of a lazger maintenance contract. The costs for �+�hich USOC is required to
reimburse CV under this Section 3(A1 shall be credited aeainst. and deducted from, the Minimum
Usage Commitment (as defined beloH), and USOC shall have no obligation to mal:e an�� out-of-
pocket reimbursements to CV under this Section 3(A) unless and until the Minimum Usage
Commitment for the �ear in question is exhausted. If CV fails to timeh� and/or properly perform
its obligations under this Section 3A. and such failure continues for a period of ten (10) business
da��s afrer deliven� b� USOC of���ritten notice of such failure (escept that no such notice shall be
required in case of emeraencv), then liSOC shall have the rieht to perform such obligation on
CV`s behalf and CV shall, ��ithin thim (30) da}�s afrer receipt of invoice therefor, reimburse
USOC for the costs incurred b}� USOC in connection �vith the performance of such oblisation,
together�ti°ith a ten percent (]0%) administrative fee. If CV fails to so reimburse USOC �+�ithin
such 30 dav period. then «�ithout limiting USOC`s riahts and remedies under this Aereement. at
lati� and/or in equit}�. USOC shall have the ri�ht to offset such amount aQainst the Minimum
Annual Pa��ment ne�t due and pa}�able under this A_reement. USOC shall be responsible, at
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USOC`s sole cost, for the maintenance, repairs and replacement (as deemed necessary b}� USOC)
of all Spon Performance Facilities Equipment. In addition. if USOC elects, in USOC-s
discretion, to cause to be performed an�� capital up�rades (as opposed to replacements) in or to the
Sports Performance Facilities, then such capital upgrades shall be performed b�� USOC at
USOC`s sole cost and etpense, and in connection therewith, CV hereb}� aerees that USOC shall
have the rieht_ with prior consultations with CV, but N�ithout CV's consent. to perform alterations.
additions and impro��ements in and to the Sport Performance Facilities that USOC deems
necessary or desirable and consistent �vith the Elite Athlete Standards. Ezcept as othen��ise set
forth in this Section 3.A. no pa��ments b� USOC under this Section 3A shall be offset aeainst the
Minimum Annual Pa��ment due and payable under this A�reement. The parties hereb�� agree that
USOC's access to the Sport Performance Facilities shall be eaclusive, for use onl�� b}� USOC and
USOC-approved NGB contractors and employees delivering sen�ices to USOC and USOC-
appro��ed NGB desienated athletes and proerams: provided, ho�ve�er. USOC ma��; to the eatent
there is a��ailabilitv of such facilities: mal;e the Spons Performance Facilities available to NGB
designated athletes and programs at no charge; and for non-NGB designated athletes and
programs a[ a reasonable expense and C\' shall reserve the right to pro��ide similar sen�ices
elsewhere within the CVTC.
B. Hieh Altitude Dorm Rooms. During the Term of this Agreement; USOC
shall ha��e priority access to dorm rooms 421, 422; 423, 424 in the Facilit}� identified on as
"Buildin� 400" on Exhibit A attached hereto (collecti��el��, the "Hiah Altitude Dorm Rooms '),
together ���ith priorit�� access to the corresponding altitude controls for the High Altitude Dorm
Rooms. For purposes of determining USOC's n9inimum UsaQe Commitment pursuant to
Section 4 belo�+�, the High Altitude Dorm Rooms ���ill be included as four (4) of the total USOC
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reserved beds; or the equiva]ent of one thousand fow hundred and si�ty (1,460) on-complea user
da}�s of USOC's Minimum Usage Commitment. USOC shall ha��e priorin� access to the
reservations of the Hieh Altitude Dorm Rooms in accordance N�ith the Operations Plan.
Consistent H�ith CV`s overall maintenance oblieations. CV H�ill be responsible, at its sole cost and
expense. For an}� damage caused as a result of anv such third part}� usaee of the Hieh Altimde
Dorm Rooms (and/or am� of the altitude settinas and controls).
C. �l'eieht Room and Track & Field Office. Durine the Term of this
Aereement, USOC shall ha��e priorit�� access to the Track K Field Office and the �b'eight Room
(identified as "Buildine C° on the site plan attached hereto as Eshibit A-2) pursuant to a svstem
to be pro��ided for in the Operations Plan. CV shall be responsible for maintainins the equipment
and contents in the �l'eieht Room. The parties shall meet and confer as necessan�to address any
requested replacement of and/or uperades to the equipment and contents in the �'�'eieht Room. To
the eztent such replacement and/or upgrades are mutualh� aereed; thev shall be purchased and
implemented by CV. �b'ith respect to such items that are not mumalh� agreed. USOC mav
purchase same at its ezpense, and CV shall implement same.
D. NGB Offices. CV shall utilize its good faith effort to pro��ide areas on
CVTC for I�GB offices. If trailers are deemed necessar��, the parties shall meet and confer«�ith
respect to mutualh� aereeable areas to locate such trailers.
4. USOC Use of CVTC; Modifications or Sale.
A. \4inimum Usase Commitment. Throuahout the Term of this Aareement
(as mav be estended). on the terms and conditions pro��ided for herein, CV shall mal:e a��ailable
to USOC, and USOC shall use commerciall�� reasonable effons to make use of(herein, the
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"Minimum Usa�e Commitment`) (either by directl}� arranging for such use or facilitating such
arrangements by USOC's recognized National Govemine Bodies (`NGBs")) b�� "qualified" elite
athletes, coaches and trainers (��fiich for pwposes hereof; shall mean anv athletes; coaches and/or
trainers that USOC selects or identifies from time to time as "elite ' in USOC's discretion), the
applicable amounts of`full access' described in Exhibit C attached hereto. the operations plan
attached hereto as Eahibit E (the "Oaerations Plan"), and Exhibit F attached hereto to (i) the
housine complex at the CVTC identified as "Athlete Housing" on the site plan attached hereto as
Eshibit A-2, (ii) the CVTC "Core' facilities and services listed on Exhibit B attached hereto.
and/or (iii) the correspondin� "specialized" facilities and sen�ices necessam to support related
sports disciplines listed on Exhibit B attached hereto. The follo�ving matters pertainine to
USOC's Minimum Usaee Commitment aze set forth. in and shall be govemed bp; in Ezhibit C
attached hereto. the Operations Plan and Eshibit F attached hereto: (A) the process for
reservation of beds; (B) the negotiated amount and definition of"full access to beds, Facilities
and sen�ices; (C) the definition of"qualified" elite athletes/trainers; (D) terms for USOC
assienment of such residenUaccess rights; (E) terms for USOC acquisition of Facilitv usage abo�e
. and beyond the Minimum Usage Commitment: and (F) a process for the reallocation bv CV of
unused facilities and sen�ices (�rhich mav include relief to USOC against the Minimum Usaee
Commitment). USOC shall, during the term. vack and calculate USOC's usage for purposes of
determinine as and �vhen the A4inimum Usase Commitment for each ��ear during the Term has
been eshausted and shall deliver to CV a quarterl} ���-itten report showing USOC s calculation of
usaee for the vear in question and the amount of the Minimum Usage Commitment remainine. if
am�, for the year in question.
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B. Modifications or Transfer of CVTC. CV shall consult �ith USOC prior to
an}� proposed material modifications to or disposition of all or an�� portion of the CVTC facilities
in order to ensure that no such modification(s) or disposition(s) ��ill have a material adverse
impact on CV`s obligation to maintain the CVTC in a manner consistent with Elite Athlete
Standards. and am= other material oblisation Cin�has under the A�reement. If CV mal:es anv
material modification to the CVTC during the Term of this Aereement (as ma}�be estended) that
reduces (i) the qualit�� of all or any portion of the CVTC belo�a Elite Athlete Standards and/or
(ii) USOC's access to the CVTC belo��� its Minimum Usaee Commitment. then in addition to any
other riehts and remedies available to USOC under this A�reement, at la��� and/or in equit��;
USOC shall ha��e the right to reduce its A4inimum Annual Pavment proportionatel}�. If and to the
extent such reduction is material. then in addition to anv other riehts and remedies available to
USOC under this Agreement. USOC shall also ha��e the right, at USOC's election, to terminate its
Minimum Annual Pa�znent and its Minimum Usage Commitment entirelti; pro��ided, however;
that if USOC so terminates its Minimum Annual Pavment and its Minimum lisaae Commitment
entirelv; (A) USOC shall continue to ha��e the rieht to use the CVTC for the remainder of the
Term in accordance «ith CV's then current standard fees and use schedules and protocols, but
without the obligation to pay the Minimum Annual Payment or complti� �vith the Minimum Usage
Commitment (and anv pre-paid Minimum Annual Pa��ment shall be applied towazds, and credited
aeainst. such standard fees), and (B) if and to the e�tent any special e��ents �vere scheduled by
USOC at the CVTC as oF such termination date. and such special e��ent is scheduled to occur on a
date that is afrer such termination date, USOC shall have the right to nonetheless hold such
special e��ent at the scheduled date and time in accordance «�ith CV's then current standard fees
and use schedules and protocols, but �+�ithout the obligation to pay the A4inimum Annual Pa��ment
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or compl}� ��ith the D4inimum Usage Commitment (and an}� pre-paid ?�4inimum Annual Pavment
shall be applied to���azds. and credited against, such standard fees). In addition. if CV sells,
convevs or otherHise transfers an�� portion of the CVTC to a third part}� prior to the end of
calendar vear 202� on terms that «�ould eliminate. or otherwise materialh� reduce. USOC access
to all or anv portion of the CVTC. then USOC shall similazly have the risht to proportionatel}�
reduce or terminate its I�4inimum Annual Pa��ment and its A4inimum Usage Commitment
oblieations under this Aereement. In addition. if an�� such sale. convevance or transfer occurs
prior to the end of calendaz }�ear 202�, then within thirt�� (30) days afrer the consummation of
such sale, conve}�ance or transfer, CV shall pa�� to USOC a percentage of the gross proceeds
received from an}� such sale. con��evance or transfer in accordance �vith the Follo���ing schedule:
USOC
1'ear of Sale Percentage
of Gross
Proceeds
2017 90%
2018 8�%
2019 80%
2020 7�%
2021 �0%
�p» �0%
202> j0%
2024 �0%
202> >0%
�. Consideration; Minimum Annual Pa��ment. In consideration of the grantine by
CV of the use of the CVTC bti� USOC hereunder; USOC shall pa�� to CV a minimum annual
pa��ment (the "Minimum Annual PavmenP') of�3.000;000.00 per year durine the Initial Term,
�i�hich 1�4inimum Annual Pa}�ment shall be applied as a credit aeainst the use bv USOC of the
CVTC at the rates and on the terms set forth on Ezhibit F attached hereto (it beine e�pressl}�
acl:no�vledged and a?reed ho�vever that if the use bv USOC of the CVTC pursuant to the rates
set forth on Eshibit F attached hereto results in an e�haustion of the entire amount of the
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Minimum Annual Pa«nent For the applicable ��ear in question. USOC shail be permitted to
continue to use the C\rTC at the rates and on the terms set forth on Ezhibit F attached hereto.
and shall pay such rates to CV). The Minimum Annual Payment shall be made in four(4) equal
pa��ments as folloN�s (���ith the Minimum Annual Pavment beina prorated for any partial ��ear):
(1) On Januarv 1 of each ��ear of the Initial Term - �7�0,000 (for the period Januarv 1 to Mazch
31); (2) On April 1 of each ��eaz oFthe Initial Term - �7�0,000 (for the period April 1 to June
30); (3) On Jul�� 1 of each }�ear of the [nitial Term - 57�0:000 (for the period Juh� 1 to September
30); and (4) On October 1 of each ��ear of the Initial Term - �7�0.000 (for the period of October
1 to December 31). The user rates and tvpes that the parties anticipate will malce up the
Minimum Annual Pa�7nents are described in Eshibit F attached hereto.
6. CV Use of CVTC: Maintenance and Oneratioo of CVTC.
A. CV Use oFC\'TC. Durina the Term of this Aereement. CV mav maintain.
operate and pro��ide to third pam� users portions of the CVTC and/or CVTC related semices
(espressly escluding those portions of the CVTC and/or CVTC sen ices (i) ��-hich are for the
exclusive use of USOC pursuant to this Agreement. and/or (ii) necessary to support elite athlete
use in a manner at least consistent with the Minimum Usage Commitment) on such terms and
conditions as CV deems appropriate, in CV's sole discretion (herein. the "C�'TC Discretionarv
Oaerations"); pro��ided: hoN�e��er; tha[ CV shall abide bv. and perform under, the terms and
pro��isions of the follo���ing key leases, licenses and occupanc}� agreements assumed b�� CV in
connection with the transfer of the Propem� to C�': (i) to the extent the same is assumed b}� CV
on the Transfer Date: that certain License, Lease and Operations A�reement and related housing
agreement as pre��iousl�� amended and as it ma�= be further amended prior to the Transfer Date,
���ith Easton; and (ii) that certain Lease e�ecuted as of Au�ust 17, 1992 b�� and bet���een the Cit��
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,
of San Diego and the San Dieeo Sports Federation_ as amended and assigned, commonl}� know�n
as The Boat House Lease. CV hereb�� aerees to timel}� and properl}� perform all of its oblioations
under such assumed leases. licenses and occupanc}� agreements. Nori��thsta�dine the foregoine,
if USOC notifies CV that CV`s CVTC Discretionar�� Operations aze causing adrerse impacts to
elite athlete use (as determined b}� USOC), CV shall meet and confer���ith USOC in order to
attempt to mitigate and/or eliminate such adverse impacts. USOC and CV herebv agree that it is
in USOC`s and CV's mutual interest that the CVTC continue to pro��ide ��-orld dass facilities.
sen�ices and support for elite athletes. and accordingh�, each pam� shall act dilieentl}� and in good
faith to attempt to mitieate and/or eliminate such adverse impacts. If, follo�ving such efforts: the
parties are unable to mitigate and/or eliminate such adverse impacts. then the matter shall be
subject to the dispute resolution procedures set forth in Section 31 below.
B. Maintenance and Operations of CVTC. E�cept as othen��ise e�pressl}�
pro��ided in this Aereement, during the Term of this Aereement, CV shall maintain and operate
the CVTC in accordance �vith the pro��isions oFEchibit C attached hereto; the Operations Plan
and Exhibit F attached hereto. and other���ise in accordance �+�ith the terms and pro�isions of this
Aereement.
7. Cih� Operation of Retail Stores. Durine the Term of this Agreement, CV mav:
at its sole e�:pense, operate (or arrange for a third part�� to operate) retail venues at the CVTC as
CV reasonaba determines. All retail sales of USOGbranded items shall be subject to the
reasonable conditions established b�� USOC reeardine sale of USOC-branded items.
8. Utilities. During the Term of this Aereement, CV shall pro��ide, ��ithout charee
to USOC. all utilin� sen�ices at the CVTC in connection ���ith the Elite Athlete Standards_
e�duding telephone, required for USOC`s ordinan� use hereunder to the extent no�i�being
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provided. In addition, CV shall pro��ide the information technolog�� services described in
Section 6 of Exhibit C hereof in accordance with the Elite Athlete Standards.
9. «'aste Disaosal. Durine the Term of this Aareement CV shall. at its sole cost
and expense (subject to Section 3A abo��e), be responsible for the collection and disposal, to the
extent reasonable and ordinan�, of all trash. earbaee and other �aaste material at the CVTC.
USOC shall be responsible For the cost of the appropriate collection and disposal of an�� medical
waste generated at the Sports Performance Facilities.
10. Admission to CVTC.
A. During the Term of this Aareement. CV shall be solel�� responsible for the
establishment and implementation of policies and regulations eovemine admission to ihe CVTC,
and for all ticket policies and price schedules during USOC and I�'GB training and events or PSO
(as defined below) trainins and events.
B. Official USOC, NGB and PSO personnel, includine athletes trainin2 or
participatino in competitions, shali be issued identification cards by USOC, and such persons.
when cam�ing such identification cards on their person, shall be admitted to the CVTC for the
purpose specified on the identification card onl�� and no other. CV shall use commercially
reasonable efforts to utilize the same identification cazd and participant managemenUresen�ation
svstem that USOC used for the CVTC immediatelv prior to the Effective Date.
C. I�'othine in this Section 10 shall preclude the use of such ide�tification
cazds b��the named holders thereof for admission as spectators to NGB or PSO events and
activities to the e�tent seats and space are a��ailable related to their sporting events.
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11. Annual Re��ie��� Reoardina NGBs and PSOs.
A. USOC ma��. each .�eaz durine the Term of this Aereement. conduct an
annual re�ieH�to determine �fiether or not the needs of those NGBs and PSOs �vho use the CVTC
and who are provided CVTC sen�ices are being met. In conducting this revie�v, USOC shall
obtain input from the NGBs and PSOs throueh the use of a survev. The sun�e}� shall not onlv
inquire as to the sufficienc�- of the CVTC and services. but shall also inquire as to possible
remedies to resoh e am issues that ma�� be raised. The sun�ey and am� responses to the sun�e��
shall be pro��ided to CV and CV shall meet and confer ���ith USOC regazdine same; provided,
ho���ever; that the parties acknowledae and agree that survey results shall not create a binding
obligation on CV to modif}� operations.
12. Indem�itication.
A. During the Term of this Agreement, USOC hereby a�rees to protect,
indemnifi�. defend and hold harmless CV, its sponsors, officers; emplo}�ees, agents and sen�ants
(collecti��ely; the "Indemnitees") from any and all claims, causes of action, demands; losses,
damaQes. costs or judaments and expenses (indudine reasonable attomeys` fees) of���hate��er
nature against them individually or b��reason of. based upon, relating to or arising out of(i) the
use and occupancy of the CVTC bv the USOC, its aeents, emplo��ees, im�itees and permitees (ii) a
breach or claimed breach in connection ���ith USOC`s oblieations under this Asreement. and/or
(iii) the negligence or willful misconduct of USOC, and including all claims or causes of action
seeking contribution andlor apportionment of responsibilit}� under the la���s of the State of
Califomia. unless such claims, causes of action, demands, costs or judgments arise in �vhole or in
part from [he ne�ligence or«�illful misconduct of the Indemnitees under this A�reement.
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B. During the Term oFthis Agreement. CV aerees to protect. indemnifi�,
defend and hold harmless USOC and its respective officers, ��olunteers, employees, agents,
servants, affiliates. sponsors, NGBs of��arious participating sports: representatives and assigns
(collecti��e1��_ the "USOC Indemnitees"), harmless of and from an�� and all claims, causes of
action, demands, losses, damages, costs or judgments and expenses (includine reasonable
attome��s' fees) of an}� l:ind or nature whatsoever, bv reason of, based upon, relating to or arisine
out of the use: operation. maintenance, repair andlor o��mership of the Propem� and/or the CVTC,
and unless such claims. causes of action, demands: losses, damages: costs or judements and
expenses arise in �vhole or in part from the negligence or �i�illful misconduct of USOC or the
USOC Indemnitees and/or indi��iduals operating under its auspices in connection with activities
under this Agreement or the breach or claimed breach of USOC`s obliQations under this
Aareement or the use or occupancy of the CVTC bv the USOC or the USOC Indemnitees and
their respective agents, emplo��ees, im�itees and permitees.
C. During the Term of this Aereement, each part�� agrees to provide notice to
the other as soon as is practicable: preferably ���ithin ten (10) workine davs, of any e��ent likel�� to
gi��e rise to or_ if unexpected, ��fiich has already gi��en rise to a claim or liabilih� under this
Section 12. The indemnifi�ing pam� shall possess the right to defend and/or settle such a claim
and shall be entitled to cooperation from the indemnified party in doing so. To the degree
practicable and reasonable. the indemnified pam shall be informed oFan} settlement prior to its
conclusion. Upon notice of am� claim, demand or action relating to CV's indemnitv. CV aerees
to adjust settle or defend the same at the sole cost of CV.
D. Each party hereb�� �vaives any and e��erv ri?h[ or cause of action for the
e�ents ��hich occur or accrue durine the Tertn of this Aereement For anv and all loss of. or
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damage to, any of its propem� (whether or not such loss or damaee is caused by the fault or
negliQence of the other pam� or am�one for �vhom said other part}� ma}� be responsible): which
loss or damaee is covered bv valid and collectible fire. e�tended co�eraee. "All Risk" or similaz
policies covering real property, personal propert�� or business interruption insurance policies. to
the extent that such loss or damaee is recovered under such insurance. The pro��isions of this
v��aiver shall be in addition to. and not in limitation or derosation of. anv other �vai�er or release
contained in this Agreement with respect to anv loss or damage to propert�� of the parties hereto.
Vdritten notice of the terms of the ���aiver provided herein shall be ei��en to the insurance carriers
that provide the co��eraQe required b�� this Aereement, and such insurance shall be properh�
endorsed, if necessan�, to prevent the invalidation of co��eraee b}� reason of such ���aivers.
E. The provisions of this Section 12 shall sun�ive the eapiration or earlier
termination of this Aereement.
13. Insurance.
A. Durine the Term of this Aereement, USOC shall be responsible for
providine, or shall cause to be provided for itself, its sponsors and agents, as ���arranted, at its sole
cost and expense, during the entire period of this Aereement policies of insurance for the purpose
of protecting its propert}� and interests in the CVTC as the�� mav exist. Such insurance shall
include. but not necessarilv be limited to:
(i) Commercial General Liabilitv Insurance ��ith minimum limits per
occurrence of T�ti�o Million Dollars (�2;000;000) and general aggregate limits of not less than
Five Million Dollars (5�;000,000). includine inter alia co��erage for bodilv injury; propert}�
dama�e, product liabilit}�/completed operations. and panicipant legal liability. The polic}(ies)
shall contain pro��isions designatin� C\' as Additional Insured parh as its interest ma}� appear.
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(ii) Propem� and Contents Insurance for the Sports Performance
Facilities Equipment and any Excluded Personal Propem (as defined in the Transfer
Agreement)(but onh to the extent the same remain at the CVTC after the Transfer Date)
co��erina all risks of loss or physical damase appropriate with the nature of such personal
propem for the replacement value of such propert}�. The polic��(ies) oF insurance shall be
maintained in a form and with deductibles as are consistent ��ith the operational and risk
management policies of USOC for its locations and operations.
(iii) Workers Compensation Insurance pro��iding coverage for all
USOC emplo��ees at CVTC �ti�hich shall provide minimum limits not less than required b}� statute
in the State of Califomia and minimum Emplo}�er Liability limits of One Hundred Thousand
Dollars (�100,000) Each Accident, Fi��e Hundred Thousand Dollazs ($�00.000) by Disease, and
One Hundred Thousand (�100;000) Dollars by Disease-Each Emplo��ee.
B. CV shall be responsible for providing, or shall cause to be provided by its
affiliates, sponsors and assigns, as ��arranted, durine the Term of this Agreement policies of
insurance for the purpose of protecting its property and interests in CVTC as the}� ma�� exist;
pro��ided, however. that CV may self-insure ti�ith respect to all such insurance. Such insurance
shall include. but not necessarilv be limited to:
(i) Commercial General Liabilit}�Insurance with minimum limits per
occurrence of Two D4illion Dollars (S2,000,000) and general aegreeate limits of not less than
Fi��e A4illion Dollars (5�,000.000): including inter alia coveraee for bodily injun�. propert}�
damage_ product liabilit��/completed operations_ and participant leQal liabiliri� provisions like
those in the insurance maintained b�� USOC. The policy(ies) shall contain a provision
desianatin� USOC, Sponsors and Participants (as those used in the insurance maintained b}� the
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USOC) as Additional lnsured as their interests ma}� appeaz. In the event CV carries a polic� of
self-insurance or self-insured retention. the CV aerees to indemnifi� liSOC to the extent that
USOC ��ould ha��e been covered bti� the insurance described abo��e �vithout the self-insured
element.
(ii) Propert}� and Contents Insurance for the Facilities and all personal
propem� on the CVTC other than the property described in Section 13(A)(ii) above coverine all
risks of loss or ph}�sical damaee appropriate ���ith the nature of the Facilities for not less than the
agreed upon ��alue of such property. The policy(ies) of insurance shall be maintained in a form
and ���ith deductibles as are consistent �+�ith the operational and risk management policies of CV.
(iii) R'orkers Compensation Insurance pro�iding co��erage for all CV
and contracted emplo��ees at the Facilit}�. if any; N�hich shall provide minimum limits not less
than required by statute in the State of California and minimum Employer Liabilit}� limits of One
Hundred Thousand Dollazs (�100,000) Each Accident, Five Hundred Thousand Dollars
(��00,000) B�� Disease, and One Hundred Thousand (�100,000) Dollars by Disease-Each
Emplo��ee.
C. Each pam� shall be designated as a Certificate Holder and additional
insured ���ith respect to all policies of insurance required under this Section �vith the esception of
V�'orker's Compensation ]nsurance. Certificates of Insurance, gi�ing e�idence that each of the
requirements of this anicle have been met, shall be pro��ided b}� the insurance company (ies) to
�the respective Certificate Holder. For the USOC_ certificates shall be directed to the USOC
General Counsel and to the USOC Controller. for CVi certificates shall be directed to CV's Risk
Manaeer. All such certificates shall be updated annuallv.
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D. Commercial General Liability and Propert�� Insurance policies shall contain
a provision requiring not less than thim� (30) days ���ritten notice to the respective CeRificate
Holder.
E. Except to the extent such matters aze self-insured, each insurance polic��
required by this Section 13 shall be secured from a compan}� authorized to �vrite insurance in the
State of Califomia. Such company(ies) shall possess a rating of A- VIII or better from A.M. Best
or a comparable rating from another recognized ratine sen�ice in the e��ent that the insurer is not
rated b<< Best. State-operated insurance pools for Workers Compensation shall be e�empt from
this pro��ision.
F. In the event that a buildina is dama�ed bv fire or other casualt�� such that
operations cannot be continued until rebuilt or repaired, both parties aaree that this Agreement
H�ill remain in force: as practicable, and that both panies ��ill �vork tosether to see that insurance
proceeds aze used fulh� to restore operations as quickly as possible.
G. USOC and C\' intend that their respective propert}� loss risks shall be bome
b�=reasonable insurance carriers to the extent above provided; and USOC and C\r hereby agree to
look solely to, and seek recovery only from, their respective insurance carriers in the event of a
propert}� loss to the estent that such co��eraee is agreed to be pro��ided hereundec The parties
each herebv wai��e all riehts and daims aeainst each other for such losses. and ���ai��e all rishts of
subrogation of their respecti��e insurers; provided such ���aiver of subrogation shall not affect the
rieht to the insured to reco�-er thereunder. The parties agree that their respective insurance
policies are no���, or shall be. endorsed such that the wai��er of subrogation shall not affect the
right of[he insured to reco��er thereunder, so long as no material additional premium is char�ed
therefor.
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14. Termination. This Aereement shall terminate on the expiration of the Term of
this Aereement (as ma}� be extended) unless eazlier terminated (a) in N�riting, on mutual
agreement of the parties and upon mutuall�� agreeable terms, or (b) as othenvise expressl��
pro��ided in this Aereement.
1�. USOC E��ents of Default. The occurrence of an�- of the follo���ine acts. events or
conditions. shall constitute an "E��ent of Default' bv USOC under this Agreement:
A. An�� Minimum .Annual Pa��ment or other sum of monev payable under this
Ageement is not paid ���hen due and such failwe shall continue ���ithin thirtv (30) da}�s after the
time periods provided for in this A2reement (or if no time period is e�pressl��pro��ided, then
USOC shall have a period of thim (30) days after USOC's receipt of H�ritten notice of the
required pa}ment):
B. The failure or refusal of USOC, at an}� time durin�the Term, to fulfill or
perform an�� other material covenant, aereement or obligation of USOC hereunder if such failure
or refusal shall continue without correction for a period of sixh� (60) consecuti��e calendar da��s
from and afrer USOC's receipt of written notice thereof, provided that if such co��enant,
agreement or obligation shall be of such nature that it can be fulfilled or performed and if USOC
in good faith commences to fulfill or perform same within said siztv (60) da��period, but due to
the nature of same it could not be reasonably fulfilled or performed within said sist}-(60) day
period e�ercising due dili�ence, an Event of Default shall not be deemed to have occurred if
USOC is then dilieently pursuine the fulfillment or performance of the covenant, asreement or
obligation and shall [hereafter continuousl�� and dili�entl�� proceed there���ith until completion.
16. Remedies for USOC Event of Default. Upon the occurrence of an Event of
Default b�� USOC, CV shall have the option to (i) immediateh terminate this A�reement, andlor
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(ii) pursue any and all remedies a��ailable at law or in equity, induding an action for monetar}�
dama�es. Each rieht and remed�- of C\' provided for in this Agreement shall be cumulati��e and
shall be in addition to every other right or remedv provided for in this Agreement eacept as
othen��ise limited b�� this Agreement, and the exercise or the be�innine of the ezercise bv CV of
an}� one or more of the rights or remedies pro�ided for in this A�reement shall not preclude the
simultaneous or later exercise b�� CV of am� or all other rights or remedies provided for in this
Asreement.
17. CV E�-ent of Default. The occurrence of anv of the followine acts. e��ents or
conditions shall constiture a "C�' E��ent of Defaulr' under this Aereement:
A. Am� sum of monev pa��able under ihis Agreement is not paid �vhen due and
such failure shall continue ��ithin thim� (30) da}�s afrer the time periods pro�ided for in this
A�reement (or if no time period is e�pressly pro��ided, then CV shall have a period of thirty (30)
da��s afrer CV's receipt of���ritten notice of the required pa}�ment);
B. In the event CV fails to perform an}� other material covenant, agreement or
oblieation under this Agreement, and such failure continues for si�t�� (60) da��s afrer H�ritten
notice from USOC (or if such oblieation cannot be cured n�ithin sixn� (60) da��s. then afrer such
period of time as reasonabl}� necessan� to cure so lone as CV has commenced such cure ��ithin
said 60-period and diligentl�� prosecutes the same to completion).
18. Remedies for CV E��ent of Default. Upon the occurrence of a CV E��ent of
Default; USOC shall have [he option to (i) immediatel�� terminate this A�reement, and/or(ii)
pursue any and all remedies available at laN�or in equit��, includin� an action for monetan�
damaees. Each rieht and remed�� of USOC pro��ided for in this Agreement shall be cumulative
and shall be in addition to ever�� other ri�ht or remedv pro��ided for in this Agreemen[ except as
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otherwise limited by this A�reement, and the exercise or the be�innine of the eaercise b}�USOC
of am� one or more of the rights or remedies provided for in this Agreement shall not preclude
the simultaneous or later exercise b�� USOC of an�� or all other riehts or remedies pro��ided for in
this Aereement.
19. Limitatiou on Cousequential Damaaes. I�'ot«ithstandins am�thine to the
contran� contained in this Agreement. nothing in this Aareement shall impose any oblieation on
USOC or CV to be responsible or liable for; and each hereby releases the other from all liabilitv
foc lost profits or other consequential damages.
20. Amendments. This Aereement mav be amended at an}� time upon mutual
consent and agreement of the parties in ���riting.
21. Entire Aareement. This Agreement constitutes the entire a�reement of the
parties, and replaces an�� and all prior agreements or understandines b}� either of them or between
them; ���hether H�ritten or oral, relatine in any ti�ay to the subject matter of this Aereement.
22. Assianments. This Aereement shall be final and binding upon and shall inure to
the benefit of the parties and their successors, representati��es: licensees and assiens. This
Avreement ma�� not, ho«-e��er, be assiened bp either party �ti-ithout the prior ���ritten approval of
the other pany w�hich consent ma�� be granted or�+ithheld in such party's sole and absolute
discretion. Not�vithstandine the foreeoine to the contran�. CV shall have the rieht to assien all or
a portion of its duties hereunder to a non-profit entitv formed b�� CV for such purpose; and/or to
a qualified Third Partv Operator(as defined belo�e), in all cases subject to USOC s prior �vritten
approval. ��hich shall not be unreasonabh �+�ithheld . conditioned or dela��ed. USOC hereby
appro��es Point Loma Trust as the initial Third Parq� Operator. As used herein, the term "Third
Parh• Onerator' shall mean an independent third pam� �i�hich shall, under the Operator
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A�reement, administer the da��-to-da}° maintenance and operations of the C\'TC. CV ma��
deleQate any and all of its ri2hts and obli�ations under this A�reement to such Third Part}�
Operator; provided, howe��er, that in no event shall CV be released from its priman liabilitv for
its obligations hereunder without the prior written consent of USOC.
23. Separabilih�. The invalidin� or illegalit�� of an�-part of this Aareement shall not
affect the validitti� or force of an} other part hereof.
24. Analicable Laws. This Aoreement is to be considered to ha��e been made in the
State of California, and is subject to the lan�s of the State of California.
2�. Contacts.
A. CV's Cit�� Manaser shall desisnate in writin� from time to time CV
personnel to serve as official contact representatives of CV and its affiliates for the purposes of
this Aereement.
B. The USOC Chief Esecuti��e Officer shall desienate in �vritine from time to
time USOC personnel to serve as the official contact representatives of the USOC and its
affiliates for the purposes of this Aereement.
26. Relationshi� of Parties. The parties are actin� herein as independent contractors
and independent emplo}�ers. I�rothing herein contained shall create or be construed as to creatine
a partnership;joint venture or aeencv relationship ben��een CV and USOC, and neither party
shall ha��e the authorit}� to bind the other in an�� respect.
27. Administration of A�reement. The parties agree [o meet annuall}�_ in the spring,
throughout the Term of this Agreement at a time and place to be mutuall}� agreed upon. to review
the administration of this Agreement. In preparation for such meetina, the parties shall solicit
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and meet and confer reearding anv and all input from NGBs and/or PSOs ��hich aze desi2nated
as primarv users ofthe CVTC.
. 28. Ol��mnic il7arl:s and Saonsors. The parties acl:no���ledee and aeree that during
the 7erm ofthis Aereement, CV intends to operate the CVTC as a USOC "Ol}�mpic and
Paral}�mpic Trainine Site ' and that the USOC supports that intention. The terms in this Section
28 (i) shall only appl}� during the Term of this Aereement; and (ii) describe the means b}� N�hich
the USOC ���ill arant to CV the necessan� rights and opportunities to use the "Training Site
Desienation ' as that term is defined belo�i�. No other transfer of rights to Ol}�mpic marks is
contemplated. As CV operates the CVTC; "Ol��mpic Trainine Site' status ti�ill be one element of
the CVTC, not its entiren�. As such, and subject to the terms hereof, CV �aill be free to pursue
sponsorship and event opportunities for the CVTC so long as it ah��a}�s ensures that no such
sponsorship or event suscests an�� relationship bet�veen the USOC and any entim that is not a
USOC sponsor. The parties will cooperate reasonabl�� throuehout the Term of this Agreement to
implement the follo�ti�ine terms in light of the foregoine principles.
A. USOC Sole O���uer of Ol��mpic �1arl:s. CV acl:no���ledees that USOC is
the sole o��rer of all Olvmpic and Pazal��mpiorelated marks, names, desiens. logos. s��mbols.
emblems; designations. indicia; and terminoloe}� (collecti��el��: "Oh�mn�c A'Iarls"), including but
not limited to the 7rainina Site Desienation. As used herein. "Trainina Site Desianation" shall
mean the designations as set forth in E�hibit H attached hereto. Except as specificall}� set fonh
in this Section 28. this Agreement does not Urant to CV an�� rieht to use anv Oh�mpic Marks.
B. Grants of Ri�hts to Trainin� Site Desianation. USOC herebv erants to
CV a non-e�clusive right and license to use the Trainino Site Desi�nation and to reFer to the fact
that the C\'TC is a "U.S. Ol��mpic and Paral��mpic Training Site` subject to the terms and
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conditions. as set forth in, this Agreement. VJltere USOC prior appro��al is required, USOC
aerees to exercise its discretion reasonabh� and asrees to use reasonable efforts to ensure that all
requests for appro��al aze processed promptl��. All riohts in and to Olympic A4azks (including but
not limited to the Training Site Designation) not specifically granted to CV herein are resen�ed
b�� USOC.
C. Use of Trainine Site Desianation with Name of the Faciliri�. All uses bv
CV of the Trainins Site Desienation must be as a standalone desienation. combined onlv «�ith
the name of the CVTC. and not combined N�ith am= other name or mazk. CV's initial name for
the CVTC shall be the "Chula Vista Elite Athlete Trainine Center." Citv shall ha��e the rieht to
chanee the name in its discretion provided that the name does not include reference to any
Ol��mpic mark, name, or other terminolosv, and the inclusion of an�� third-pam� mark or name
must be approved by the USOC. In all cases ���here the Trainine Site Designation is used in
proximirv to the name of the CVTC. such use must be secondarv. meanine that the use of the
Trainins Site Designation is less prominent than the CVTC name.
D. Standards for the TraininQ Site Desienation Use. USOC has deli��ered
to CV w�ritten standards for the use of the Trainine Site Desienation in that certain booklet
entitled "U.S. Ol��mpic and Pazal��mpic Training Sites Resource Booklet 201�" ("TSD Usaee
Standards") attached hereto with Exhibit H. CV hereb�� aerees that CV shall complv ��°ith. and
shall cause the Third Pam� Operator to compl�� ���ith. the TSD Usage Standards at all times
during the 7�erm of this Aereement. USOC ���ill ha��e [he rieht to supplement or chanee these
TSD Usaee Standazds from time to time ���ith �«itten notice to CV and consultations re�ardine a
reasonable transition period from the old to the revised standard(s). USOC agrees that such
changes ��ill not impose an undue burden on CV to modifi� or replace an}� esisting materials
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incorporatino the Training Site Designation. CV ma�� use the Training Site Desienation in
collateral print and electronic materials that identifi� or promote the CVTC pro��ided that CV first
obtains USOC`s prior appro��al of the appeazance of the same. Once USOC approval is
obtained. CV ma�� use appro��ed materials in other forms and contexts= pro��ided, ho�ti�e��er, in no
e��ent shall anv materials containine the Trainine Site Desienation be used in anv ���a�� in
connection H�ith or pro�imity to am� third part}� mark. CV must receive USOC`s prior written
appro��al prior to conducting am� fundraisine acti�•ities that reference association ���ith the Trainine
Site or that use the Trainine Site Desienation, or that otherH�ise impl}�a connection with USOC. the
U.S. Oh•mpic and/or Paral��mpic Team. and/or Olympic A9arks.
E. SiQnase. Prior to the Transfer Date. USOC shall remo��e. at USOC's cost.
the existina public-facine Ohmpic Training Center sienaee at the C\'TC (it being aereed that
CV shall have no ri�ht to do so). USOC and CV «-ill mutuallv a�ree on the appropriate locations
for the Training Site Desi�nation usage at the CVTC. CV will be solely responsible for the
fabrication of the elements and installation of the sianaee For the CVTC which contain the
Trainine Site Desienation and which are affiaed to the sisns. billboards and similaz structures at
the Trainin� Site (the "SiQn Faces"). The Sion Faces �ti�ill be fabricated to the specifications
reasonabl}� established bv USOC and CV at the sole cost and expense of CV. CV agrees to
repair: operate. and maintain the siens; billboards and other similar structures so that the Training
Site Desi�nation will alwa��s be displa��ed in accordance N�ith this Agreement. CV ma�� display
outside of the CVTC banners or flaes bearin� an Olvmpic Mark designated bv USOC ("Oh m�ic
A1ark Banners/Flaes"), provided that; (i) no such Ol��mpic Mark Banners/Flags mav be larser
than the United States or State fla�. and (ii) an�� Olvmpic A9ark Banners/Flags must be displa}�ed
�+�ithin reasonabl}� proximit�� of a CVTC or a Cit�� of Chula Vista fla� or flags, and in such e��ent
(a) such Oh�mpic �9ark Banners/Fla�s shall be no lar�er than such CVTC fla= or fla�s, and (b)
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such Ol��mpic Mazk Banners/Flags shall not be in �reater numbers than such CVTC flae or flaes.
The parties acknoH�ledge and agree that. as of the date of this Agreement, there esist certain
signs and other installations at the CVTC that depict one or more Olvmpic mazks not licensed to
CV hereunder (the "Residual Marl:s"). The parties ���Il cooperate reasonabh� to address each
such Residual Mark as appropriate under the terms hereo£ Consistent with the terms hereof, CV
will remove and/or co��er each such Residual Mark as instructed b�� USOC. In eeneral. it is the
intent of the parties to remove and/or cover Residual A4azks that appeaz in publicalh� ��ie���able
locations (e.e.; eaterior building features); and consider allo���ing them to remain ��-here the}�
appeaz in restricted azeas (e.e., within dorms or cafeterias); provided ah��a��s that no non-USOC
Sponsor third part}� mark or designation is e��er used in connection ti�ith: or in proximih�to; an�
such Residual Mark.
F. Third Pam� Use. CV H�ill have no right to permit use of the Trainina Site
Desianation or an} other Olympic Marks by an}� third part�� ���ithout USOC's prior��ritten
consent. On a case-bv-case basis. USOC ���ill re�iew requests for, and ma}� approve in its sole
discretion; the use of the Trainin� Site Designation b�� entities that sponsor USOC and secure
certain rights to, amone other thines; the Olympic and Paral��mpic A4arks (the "USOC
Snonsors"). CV ma�� submit to USOC requests for use of the Training Site Designation i❑
connection with on-site sponsor recognition or for use b}� third parties; which requests will be
revie�ved bv USOC on a case-bv-case basis and appro��ed or not approved by USOC in its sole
discretion. �'ithout limitine the foreeoin�. CV may authorize its o���n sen�ice providers for the
CVTC to e�ercise CV usaee riehts hereunder on CV`s behalf. solelv to the estem necessarv for
such third parties to pro��ide CVTC services to CV; in all such cases, CV ���ill be fullv
responsible and liable for such third parties' actions as though the� ���ere carried out b� CV itself.
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In all such cases, CV ���ill be fulh� responsible and liable for such third parties` actions as thouQh
they ���ere carried out by CV itsel£ �'ithout limitine the eeneraliri� of the foregoine. CV N�ill be
responsible for relevant submissions to the USOC, and for ensuring that in all cases it is cleaz
that it is CV and the C\rTC. not the third pam� sen�ice pro��ider. that has a relationship ���ith the
USOC.
G. \`aming and Sponsorship of Facilities or E��ents. CV mav offer namina
andlor sponsorship riehts for the CVTC and/or its facilities, includin� but not limited to sienage
related thereto; and special events held at the CVTC pro��ided that (1) CV agrees to consult ���ith
USOC in advance to give USOC Sponsors first opportunity for same, and (2) CV ensures that
no association of am-kind H�ill occur behti�een USOC, the U.S. Ol��mpic 7�eam: the Trainine Site
Desienation, or the Ol}�mpic Mazks. on the one hand, and such third party; on the other hand.
Such actions mati� include. N�ithout limitation substantial chan2es to the nature and location of
previouslv installed sianase or other materials. or the temporarv co��ering of same for special
events; and (ii) aoreements n�ith third party sponsors that specifi� prohibited conduct and active
Citv enforcement of same.
H. Sharina of S�onsorship loformation and C000eration. USOC ���ill
ensure that a current list of USOC Sponsors is kept on its N�ebsite, N����=.teamusa.com. CV ���ill
keep USOC informed ���ith respect to all sponsorship a�reements into ��hich CV intends to enter
in relation to the CVTC, irrespecti��e of the type or nature of those sponsorship agreements.
\4'ithout limiting the �eneralit�� of the foresoin�, C\' must notif�� USOC in ���riting prior to
entering into an}� sponsorship agreement for the CVTC with a third party that is not a USOC
Sponsor.
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I. C�' to EncouraQe Sale and Use of USOC Products and Sponsors. In
any merchandise retail sales outlet operated at the CVTC (indudine temporan� merchandise
kiosks), CV a�rees to encouraee the inclusion of the sale of USOC Products, should USOC. in
its sole discretion; request such sale of USOC Products. As used herein, "USOC Products' shall
mean goods offered for sale and authorized b}� USOC to bear the Ol��mpic Mazks. Further CV
�vill use reasonable efforts to use. and to encourase its concessionaires and other ��endors to use.
the appropriate Designated Products of USOC Sponsors in the operation of the CVTC, pro��ided
that the pricing and other terms upon �chich such Designated Products provided aze competitive
and other��-ise reasonably acceptable to CV (or the applicable concessionaire or vendor). As used
herein. "Desienated Products" shall mean products of USOC Sponsors that fall �+�ithin their
USOC sponsorship categories.
J. Sale of Goods and Traiuine Site Desi2nation. CV ma�� create Trainine
Site Designation-branded goods for sale or distribution free of charge pro��ided that am� use of
the Trainine Site Desienation is consistent ���ith TSD Usase Standazds. and CV uses a USOC
premium fulfillment and/or merchandise licensee. USOC will pro��ide a themcurrent list of its
premium fulfillment and merchandise licensees upon request.
K. Video Production. CV ���ill ensure that am� non-news related media or
��ideo production compan�� permitted to include am� Olvmpic Mark, inciuding �ti�ithout limitation
the Training Site Designation. in any content featuring the CVTC in an�� �a�ay; enters into a
siened USOC on-location aereement before eneaeine in anv filmine or other recordine.
L. Other Proposed Uses of i19ar{:s or non-USOC Sponsors. Anv proposed
use bv CV of the Training Center Desi�nation not covered by the pro��isions of this Section,
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above, shall be subject to USOC's prior���ritten appro��al, on a case b�� case basis,- in USOC's
sole discretion.
M. CV Violatioos a 17aterial Breach CV`s failure to strictl}� compl} N�ith its
obli2ations under this Section 28. shall constitute a material breach hereunder which, unless
cured as pro��ided in Section 17.B. shall constimte a C�' "E��ent of DefaulY' under Section 18,
entitlina USOC to all remedies therein specified. At liSOC's option an}� CV pattem of non-
compliance ma}� also be treated as a "dispute ' behveen the parties subject to the dispute
resolution pro��isions of Section 30.
I�'. Consideration of Saonsorshin Opportunities. USOC a�rees to (i)
reasonabl}� consider proposals b�� CV to bring in potential neti� sponsors for the CVTC; (ii)
introduce CV to USOC's existine sponsors as and to the extent USOC deems such introduction
appropriate in its sole and absolute discretion. and (iii) introduce CV to other parties for the
purposes of facilitatine business relationships bet��een CV and such third parties in connection
ti°ith the use of the Property, to the estent USOC deems such introduction is appropriate in its sole
and absolute discretion.
O. Additiooal Traiaine Site Desianations. If USOC contemplates adding
OI}�mpic trainine site desienated-facilities for other sports �vithin San Dieeo Countv. USOC will
pro�=ide CV with an opportunity to make a proposal to USOC conduct of such sports acti��ities at
the CVTC (it being e�pressl}� understood and agreed that the fore�oine shall not appl�� with
respect to an}� other facilities o��med or operated b� USOC that aze not designated as an Oh�mpic
trainin� site.
29. Athlete Saferi. CV �rill at all times during the Term publish, broadh�
communicate and include in applicable agreements ���ith third parties: including I�'GB's, the
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minimum standazds for athlete safety at U.S. Ol}�mpic and Pazahmpic Trainine Sites set forth in
Exhibit I hereto. as USOC ma�- update such Exhibit from time to time ���ith prior written notice
to the CV. 7he panies recoenize that the standazds set forth in Exhibit I aze minimum
standards. Each of liSOC and CV shall be responsible for the compliance of their o��m
emplo}�ees, contractors and agents with the athlete safet}� standards. USOC shall also comply
with ane SafeSport requirements appro��ed eeneralh� by the USOC for the US Ol��mpic Training
Center in Colorado Springs, Colorado.
30. Non-Discrimination Policv. CV will adopt and strictiv enforce as to all its
employees, contractors. agents. operators and vendors a non-discrimination policy which
go��ems all facets of CVTC operation. which polic}� �vill include terms arleast as stringent and
comprehensive as those set out in Exhibit J attached hereto, incorporated and made a part hereof
b�� reference. USOC shall be responsible for the adoption and application of such non-
discrimination polic�� with respect to their respective emplo}�ees, contractors and agents.
31. Disnute Resolution. The parties intend to pro��ide the hi�hest level of ser��ice to
the athletes and others encompassed �vithin the n4inimum Usage Commitment and Elite Athlete
Standazds. In that spirit. even� effort shall be made to a��oid conflicts and disputes. If a conflict
or dispute arises in relationship to CVTC operations, al] efforts �ti�ll be used to immediatelv
resolve such conflict or dispute on an amicable basis. If the parties cannot immediatel}� am��e at
a resolution of such conflict or dispute. the follo���ine dispute resolution procedure shall be
follo�red:
(i) USOC s designated proeram leader and the CV representative
responsible for the venue in question shall meet and use all best effons to resolve the issue in the
best interest of the applicable proeram and athletes im�oh�ed and all other applicable
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319061-0000'J2-19-16�dbs�d6s -��-
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considerations. and N�th the least amount of disruption possible to the applicable prosram. It is
the mutual hope of the parties that the indi��iduals im�oh�ed at this stage w�ill resol��e most
conflicts.
(ii) In the e��ent that the dispute or conflict cannot be resolved b��the
process previousl�� described, then such dispute or conflict shall be promptl�� submitted to a
representati��e designated b�� USOC (the "First USOC Resolution Representati��e`) and a
representative designated b�� CV (the "CV Resolution Represeutati��e'-) for resolution. The
foregoing shall be accomplished b}�the complainine pam submittine; in writing, a brief and
specific summar�� of the dispute: as �rell as the relief soueht. It is not the intent of the parties that
such document be technical in nature, but rather that such document be an aid in pro��iding
prompt, fair and impanial relief with the least deeree of disruption possible to the proeram. The
First USOC Resolution Representative and the CV Resolution Representative ���ill use their best
efforts to comply ���ith the spirit of the dispute resolution process set forth in this Section 29 in
pro�iding the fairest possible resolution.
(iii) In the e��ent that neither of the above-referenced steps results in the
resolution of such dispute: a designated USOC indi��idual (the "Second USOC Resolution
Renresentati��e') (different from the First USOC Resolution Representati��e) and the CV City
A4anaeer shall have such dispute or conflict prompth� submitted to them b�� the First USOC
Resolution Representati��e and the CV Resolution Representati��e ���ith the ���ritten complaint and
«�-itten revie�vs of the First USOC Resolution Representative�s and the CV Resolution
Representative`s attempts to resolve: as �vell as their reasons for not bein� able to resolve. the
issues. The Second USOC Resolution Representative and the President of the CV Cit�� Council
shall (A) confer, bv telephone if necessar��, or in person if possible, and (B) resol��e the issue. If
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necessan�. this fina] resolution process shall incorporate personal input b��the complainin� part}�
and the appropriate responding official. The parties understand that some such disputes or
conflicts ma�� not be of an immediate nature relating onh to one specific acti��itv, but rather to an
accumulation of conflicts or disputes or to a process or rule. In such e��ent, the Second USOC
Resolution Representative and the President of the CV City Council ��-i11 use all best efforts to
see that the issue is permanentl�� and amicably resoh�ed in the best interest of the athletes and the
proeram(s) invoh�ed.
(iv) IN THE EVEI�'T THAT THE STEPS SET FORTH IN
SECTION 29(iiil DOES NOT RESULT II�� THE RESOLUTION OF SUCH DISPUTE. USOC
,A_\'D CV AGREE THAT SUCH DISPUTE SHALL BE SETTLED BY FIt�'AL AND BINDIi�'G
ARBITRATION II�' ACCORDANCE WITH THE ARBITRATION PROCEDURES SET
FORTH O\' E�HiBIT G ATTACHED HERETO. BY EXECUT[I�'G THIS AGREEA4ENT.
USOC AND CV ARE AGREEiIvG TO HAVE ANY SUCH DISPUTE ARISII�'G OUT OF
THIS AGREEMENT THAT HAS \OT BEE?�' RESOLVED PURSUANT TO THE
FOREGOIi�'G PROVISIOt�'S OF THIS SECTIO\' 29(il THROUGH iii ABOVE DECIDED
BY I�TEUTRAL ARBITRATI01�' AS PRO�'IDED BY CALIFORi\'IA L.AVJ AI�iD USOC AI�iD
CV ARE GIVIt�'G UP ANY RIGHTS THEl' n41GHT POSSESS TO HAVE THE DISPUTE
LITIGATED II�' A COURT OR JURY TRIAL. BY EXECUTIi�'G THIS AGREEMENT. USOC
Ai\�D CV ARE GIVIi�'G UP THEIR JUDICIAL R]GHTS TO DISCOVERY AND APPEAL
WITH RESPECT TO DISPUTES ARISII�'G lI�' CO\�rECTION WITH THIS AGREEMENT.
EXCEPT TO THE E?{TENT SUCH RIGHTS ARE SPECIFICALLY II�'CLUDED I\' THE
ARBITRATION OF DISPUTES PROV[SION SET FORTH ON EXHIBIT G ATTACHED
HERETO. IF EITHER USOC OR CV REFUSES TO SUBA4IT TO ARBITRATIO\' AFTER
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AGREEII�'G TO SUCH PROVISIO?�S. SUCH PARTY A4AY BE COMPELLED TO
ARBITRATE UTTDER THE AUTHORITY OF THE CALIFORI�'IA CODE OF CIVIL
PROCEDURE. EACH OF USOC`S AI�'D CV'S AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLU?�'TARY. EACH OF USOC AND CV ACKI�'OV�'LEDGES AI�TD
AGREES THAT SUCH PARTY HAS READ AIvD UIvDERST.ANDS THE FOREG012�'G
AND AGREES TO SUBMIT DISPUTES ARISIi�'G OUT OF THIS AGREEMEI�iT TO
NEUTRAL ARBITRATIOI�'.
32. Notices. All notices or other communications required or permitted hereunder
shall be in N�ritine_ and shall be personalh� deli��ered (includino b}� means of professional
messeneer service or reputable air express sen�ice utilizing receipts). and shall be deemed
recei��ed upon the date of receipt thereof if recei��ed prior to �:00 p.m. of the recipient's business
day; and if not so received, shall be deemed recei��ed upon the follo���ine business da}�.
To USOC: Chief of Paralympic Sport and\iGB Organizational
De��elopment, United States Ol}�mpic Committee
One Olympic Pla�a
Colorado Sprines, CO 80909
�1'ith a copy to: General Counsel
United States Ol��mpic Committee
One Olympic Plaza
Colorado Sprinss, CO 80909
A'ith a copy to: Allen Matl:ins Leck Gamble Mallon� &Natsis LLP
�1� S. Fieueroa Street. 9`� Floor
Los Anseles. Califomia 90071
Attn: David B. Stone
To CV: Cit�� of Chula Vista
276 Fourth A��enue
Chula Vista. CA 91910
Attn: Deput�� City Mana=er
ioz9_sa.o�n.n
?19061-OOOOI/?-19-16Idbs�dbs -�J-
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��ith a cop�� to: Ciri� Attorne��
276 Fourth Avenue
Chula Vista CA 91910
R'ith a copy to: Thomas W'. Tumer; Jr., Esq.
Procopio. Con�, Hazerea�es R Savitch
525 B Streec. 3uite 2200
San Die�o, CA 92101
Notice of change of address shall be given by written notice in the manner detailed in this
Section 30.
33. �Vai��ers. I�'o w�aiver of an�� breach of am� covenant or pro��ision herein contained
shall be deemed a ���aiver of am� preceding or succeeding breach thereof, or of anv other
covenant or provision herein contained. I�'o eatension of time for performance of anv oblieation
or act shall be deemed an extension of the time for performance of an}� other obligation or act.
34. Professional Fees. In the e��ent of the bringine of an�� action or suit by a pam
hereto against another party hereunder b�� reason of an�� breach of anv of the covenants;
agreements or provisions on the part of the other pam arising out of this Agreement, then in that
e��ent the prevailine party shall be entitled to ha��e and reco��er oFand from the other party all
costs and espenses of the action or suit and an}� appeals therefrom. and enforcement of anv
judgment in connection there��ith, including acmal attorne��s fees. accounting and enoineering
fees; and am� other professional fees resultin� therefrom.
35. Time of Essence. Time is declared to be of the essence of this Aereement.
36. Confidentialih�. The parties aeree that all materials and information exchanged
in connection here�ti�ith, ti�ill be subject to the terms of ihe August 13. 2014 Confidentialitv
Agreement bet��een the parties (the "Esisting Confidentialih� AQreement"), as if such terms
«=ere recited herein.
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37. Authorin•. Each part��represents and N�arrants to the other that the ezecution;
deliven� and performance of this Agreement bv such part}� has been duly authorized b�� the
requisite action on the part of such part}� and no other authorization or consent is required
therefor.
�SIGNATURES APPEAR ON THE FOLLO�VING PAGE]
io>_vsss o�n.n
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IN �'1'ITNESS �i'HEREOF. the parties hereto have executed this Aareemeni as of the
date first above ��Titten.
CITY OF CHLJLA VISTA.
a chartered municipal corporation
Bv:
Gan� Halbert. Cit�� I�4anaeer
Appro��ed as to form:
Glen R. Gooeins. Citv Attome��
Ui�'ITED STATES OLYA4PIC COn4MITTEE.
a federally chartered non-profit corporation
' B��:
\'ame:
Its:
io�v:ss.osn n
i19061-0000?n_I9-16/dbs�dbs. "�8'
DOCS?311a91.12
EJIHIBIT A-1
LeQaI Description of Properh�
See attached.
EXH[BIT A-1
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EaHIBIT A-2
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ioz9_ss.o_n.,� EJ�HIBIT A-2
319061-OOO0113-19-16Idygldps -�-
DOC$2311i91.1? .
E�HIBIT B
Description of Certain CVTC Facilities
- Boathouse
- Lower Ota�� Lake access
- London supercross track
- Beijine supercross track
- Development BMX track
- Supercross trails
- Bn� dirt pazk
- Track and field comples: 400 meter track, eieht long-jump pits, and nvo pole ��ault
rum��avs
- Thro�vins field: eleven hammer and discus caQes. four shot put rinos: and t�+�o javelin
rum��avs�
- Field hocke�� complex: turf field hockey pitch and video to���er
- Beach volle�ball courts: includes sia beach ��ollevball couns and nets
- Tennis complex: nvo tennis courts and hittin� wall
- C�cling criterium: .9 mile c��cling asphalt loop
- ATRT Athlete Connections Center: athlete lounee azea. includes tele��isions. eamina
de�ices. fumiture. and all other items includine in facilin
- Field #2, Field #3; Field �4: natural grass multi-purpose fields
- Furure multi-purpose field: natural grass multi-purpose field
- South field: natural srass multi-purpose field
- Athlete check-in building
- Dinine hall
- Visitor Center
- Wei�ht Room
- Track and Field Office
iozss>s.o;n.n
E}�HIBIT B
319061-OOOOJl-19-161dbs/dM -�- .
DOCS 2311�91.1?
EXE-IIBIT C
The parties intend that the priman purpose for the CVTC is USOGsanctioned athletic trainin2
and competitive proerams intended to develop, vain, and qualify United States athletes for
participation in Ol��mpic, Pazalympic, Pan American Games. and Parapan American Games,
«�hether such trainine and competitive proarams are conducted under the auspices of the USOC_
its recognized NGBs, PSOs; or other partners (collectively the "USOC Trainine and
ComaeNtiou Needs `). With that intention in mind, the parties agree that the follo���ing
chazacteristics compose the minimum Elite Athlete Standards:
1. Alinimum Oaeratina Hours. C\' ���ill alwa}�s pro�ide USOC and its programs
the first ri�ht of access and use of the CVTC for USOC Trainine and Competition I�'eeds that are
reserved in accordance w�ith this Aereement. Subject to the terms and conditions of Exhibits E
and F, CVTC must be a��ailable���hen requested b}� and resen�ed for USOC athletes and
programs training at the CVTC; induding throueh the process described in Ezhibit F attached to
the Agreement. At a minimum: for USOC athletes and pro�rams. access to trainine areas and
facilities must be available e��en� dav from 6:00 am to 10:00 pm local time, and access to the
dining hall must be available from 7:00 am to 8:30 pm local time.
2. Canital Imnro��ements. E�cept as set forth in Section 3.A of the Core
Aereement, CV N�ill be responsible for capital impro�ements, if any, made to the Property and
the facilities, including as necessan� to ensure that the Propem� and facilities aze at al] times
confi�ured to effectivelv serve USOC training and competition Needs. CV «-ill consider in eood
faith an�� USOC vaining and competition needs-related impro��ements suegested b�� the USOC or
a related party that �vould enhance the capacity of the CVTC to pro��ide the hiehest qualin�
facilities and services to elite Ol��mpic and Paralvmpic athletes; but is not compelled to mal:e
them. CV w�ill mal:e best effons to keep the USOC apprised of all planned or intended
impro��ements in order to gi��e all parties an opportunit.� to revie���them.
3. Food Sen•ice. C\J aerees to operate the CVTC dinine hall and food service in a
manner that is at least equi��alent to the USOC practices, policies and procedures in place at the
time of ezecution of this Aareement. includine the followina:
3.1. Compliance ���ith all applicable federaL state, and local food, allergen; and
health safetv codes.
3?. Monthlv meetines ti�ith USOC sport dietitians to approve and discuss
menus and nutrition information.
33. Compliance �vith the USOC Performance-Based Menu and Guidelines, as
the�� mav be amended over time (`Guidelines"). A copy of the esistine Guidelines is attached to
the Asreement as E�hibit D.
3.�. Food labelins s��stem. ���hich includes nutrient anah�sis and nutritional
facts for all menu items, and labeling for kev food aller�ens (dairy, _luten, nuts; and eses).
3.�. Nutrition education ezhibits in the dinino hall (e._.. table tents and other
��isuals). and nutrition education for the dinin� hall staff.
ioz9_ss.o_n.n
E?{HIBIT C
?19061-OOOOJ7-19-Ib/dbs�dbs '�'
DOC$2�11391.12
3.6. Svstematic menu plannine that includes a 4-6 N�eek c��cle menu that ��aries
seasonall� and allo��s for dail�� and H�eeklv ��arietv. This should be built upon the Guidelines.
3.7. S��stematic re�ie�v of the dinins hall pro��isions, ���hich includes resident
athlete satisfaction survevs. user satisfaction sun�e}�s, and an annual re��ie��� b� the USOC sport
dietitians of the food ser��ices provided based on the Guidelines.
CV will also consider in eood faith all USOC recommendations for retention of ke�� food
services staff that best understand the athletes and CVTC food needs.
4. Condition of Facilities and Propem•. Throuehout the Term of the Aereement.
CV aerees ro maintain the Propertv and Facilities in the ph��sical condition that the Property and
Facilities were in as of the Effecti��e Date, reasonable ���ear and teaz e�cepted, in accordance ���ith
high industry standards. Such standazds shall include compliance ���ith: (i) all applicable federal;
state and local la���s and reeulations; (ii) all standards and regulations set b}� the Intemational
Sport Federations (IFs) that are recognized b�� the Intemational Oh�mpic Committee (IOC) for
sport venues includine, but ❑ot limited to, the soccer and rugb�� felds. athletic track, athletic
thro���ine fields. beach vollevball courts. archen� ranses. BA4X cvcline tracks. field hocke��
pitches, and tennis courts; (iii) all applicable codes includine the Intemational Fire Code (IFC)
and International Buildine Codes (IBC) for fire-life-safet�� policies and procedures: (iv) all
applicable la���s and codes set by the federal. state, cit��, and local govemments that relate to food
safen�, ADA compliance, health, general safet}�, buildine, machinerv, equipment, mechanical and
other structural and facilit�� matters; and (v) USOC standards and practices modeled after the
APPA: Leadership in Educational Facilities (APPA) and the Intemational Facilities A4anaeement
Association (IFMA) standards. The USOC Facilities Management Division ma}� revie�i�, in
person. the condition of the Propem� and Facilities one (1) or n��o (2) times per calendar vear
during the Term. If anv azeas or practices �vithin the Propem� or Facilities aze found not to meet
the standards in this Section 4, those areas or practices must be promptiv addressed by CV and
corrected at CV`s expense. USOC represents and �varrants to CV that, as ofthe Effecti��e Date,
the CVTC complies �vith all standazds set forth in this Section 4.
�. Securih•. CV shall provide securit}� at the C��TC on terms substantiall��
equivalent to or ereater than the level of sen�ice and performance set out in the esisting USOC-
Securitas contract in place as of the Effective Date. In addition. CV shall employ at least one
full-time securitv manager to oversee the CVTC Securiri- proeram, securin� equipment, and
securit}° vendor staff on-site. USOC represents that the current securin� s��stem includes the
folloti�in�:
�.1. Securit�� Stations. At least three (3) CVTC securit�� posts filled on a
24/7/36� basis. The positions ma�� be filled throueh the security vendor contract. The three (3)
security posts include:
(a) ECP (Entry Control Point) — Stationed at the ECP (buildin� G in
Eshibit A), responsible for monitoring traffic_ cameras: and alarm monitor:
(b) A4obile Patrol — Responsible for routineh roaming the properh�
and facilities, first responder to incidents. and lockouts; and
E�HIBIT C
10'_93i8 03/I.A
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DOC$?i 11391.1?
(c) \'isitor Center Kiosk — Stationed at the Visitor Center entrance
(identified as "Buildine B" on the site plan attached to the Agreement as Ezhibit A-2).
responsible for monitorine the public access point and the buildine and paz4:ing lot
securit��.
5.2. Securit}� Equipment. CV agrees to maintain and monitor the activities
procured through the following equipment:
(a) Compatible access control s��stem - pro��iding access control.
s��stem control and monitors ��°ho enters and e�its an area: the svstem obsen�es and
annunciates an�• unauthorized use. The s��stem provides enhanced access control so that
s��stem users can be easilv identified. entn- is allo��ed onlv at eiven times and a record of
s��stem activit}� is kept in an historical journal; �
(b) Sun�eillance Cameras - 23 dome and fixed cameras throughout
the site are monitored and controlled from ECP and Command center: and
(c) D6600 s�•stem Fire and ��'ater flo�v alanns.
The USOC Securih� Division mav review. in person. the securit�� of the Propert}� one (1) or
t���o (2) times per calendar vear durine the Term. If any practices are found not to meet the
minimum standazds set out in this Section �. those practices must be prompth� addressed bv CV
and corrected at CV's ezpense.
6. Information Technolo��. CV shall maintain. �i�ith at least the level of
performance and a��ailabilit7� in place as of the Effecti��e Date, information technolog�
infrastructure and s��stems throuehout the Facilities. indudins ���ithout limitation:
6.L Internet; Wi-Fi connection. phone sen�ices and TV sen�ices in the athlete
dorms identified as "Buildines 100, 200, 300, and 400" on the site plan attached to the
A�reement as Eshibit A-2:
6.2. Dedicated and secure intemet netti�ork connection at the sports medicine
clinic for the transmission of inedical files and other confidential files that fall under HIPAA
reeulations: and
63. Intemet capabilities For the USOC staff that will office and «=ork in the
Sport Performance Facilities and the other Facilities at CVTC.
6.4. USOC shall reimburse CV for the reasonable. competitivel}� priced costs
acmall�� incurred and paid for b�� CV in connection �ti�ith the performance and provision of the
services described in Sections 6.2 and 63 abo��e. All sen-ices must be performed and provided
at a cost that is reasonable and competiti��eh� priced: and a condition to liSOC`s obliQation to so
reimburse CV for am� costs under this Section 6.4 shall be USOC's receipt of im�oices. paid
receipts or such other evidence of such costs as USOC ma�� reasonabl}� require demonstratins the
cost of such sen�ices as a prorated portion of a lareer contract. The costs for ���hich USOC is
required to reimburse CV under this Section 6.4 shall be credited aeainst, and deducted from. the
A4inimum Usage Commitment; and USOC shall ha�e no obli_ation to make am� out-of-pocket
io�v:>s.o=n� EXHIBIT C
:ivai-0000��-is.ierans�an. -�-
oocs�ana9i.iz
reimbwsements to CV under this Section 6.4 unless and until the ?�4inimum Usaee Commitment
for the vear in question is e�hausted.
io�9sss.o_an E?iHIBIT C
31906L0000?/�-19.16/dbs�d65 '`1'
DOCS 231 IJ91.1?
EXHIBIT D
liSOC PERFOIL�'IANCE BASED n'IENU A\'D GUIDELINES
The follo�2ng are the menu requirements and nutrient widelines for performance-based menus,
and the USOC represents and ��arra�ts to CV that as of the Effective Date of this .Aereement,
these requirements and Quidelines are currendy complied �i�ith at the CVTC.
A'Ieuu Requirements
CV a2rees to use its best effort to ensure that the items listed belo��= "Breal:fasr` and
"Lunch/Dinner' are available and offered to USOC requested programs and users dail}� from
7:00 am to 8:00 pm:
BREAKFAST
Hot breakfast items should be available daily from 7:00 am to 10:30 am.
• Breads & Condiments
• Sliced, ��fiite option
• Sliced; tifiole-grainh�fiole-meal option (> Z erams of fiber per slice).
• English muffin options
• Baeel options
• Specialn� tea breads and muffins
• Gluten-free/friendl}� (upon request)
• Eses/Omelets
y Whole. ���hites, egg substitute (whole. scrambled, hard-boiled, omelet)
• Cheese (reeular; lo��� fat)
• Meat option (< 30%total fat, < 10% saturated fat)
• Vegetables (peppers; tomato; onions; mushrooms, spinach)
• Drv cereals
• 4-6 options
• hieh-fiber options (>4g fiber per serving)
• eluten-free/friendlv
• eranola/muesli
• lo��-fiber option (<1 e fiber per sen�ing)
• Hot cereals
• OatmeaL erits. �luten-free and/or cream of���heat
• Fruit fresh, and ideally seasonal
• Bemes; �rapes; kiwi, and/or melon
• Grab and Go �vhole fruits i.e. apples, bananas, oranees and seasonal items
• Condiments
• bro��=n suear, cinnamon. honev. dried fruit; nuts, maple s��rup
• butter; marearine; lo�v-fat cream cheese. peanut butter, 100% fruit jam
• A4ilk
• Skim or/and 1% milk
• 2% or/and �+�hole milk
• 1-2% chocolatemilk
EJ�HIBIT D
10?9?i803ILA
319061-OOOOSI?-19-16/dbs�dbs . -�'
DOCS?J I 1 a91.1?
• Sov milk
• Almond milk or/and rice milk (upon request)
• 1'oeuns (< �e of fat per sen�e)
• Plain or vanilla
• Fruit option
• Parfait (fruit, muesli and ��oeun)
LUNCH & DINNER
Hot lunch options should be available from 1 1:00 am to 2:00 pm. Hot dinner options should be
a��ailable from �:30 pm to 8:00 pm.
• Salad Bar:
o A variet�� of leafv greens such as lettuce_ kale and spinach
o Specialt}� salad/s
o Fresh, seasonal and colorful ��egetables (i.e. red, green. }�ellow)
o Fresh. seasonal fruits
o Dried fruit (raisins, cranbemes, apricots)
o Salad dressing options
- 2 regular, full fat options
- 1 lo���er fat option (< 30% total fat, < 10% saturated fat)
- 1 fat-free option
- Oli��e oil; ��ariet�� of rineQars: lemon juice, so}� sauce
o Nut and/or seed varieties (sunflo���er seeds, almonds, «�alnuts, crushed flax seeds,
etc.)
• Soup:
0 1-2 soup options: 1 heartier and 1 lo�+�sodium (less than 2�0 millierams of sodium
per serving) provided 3 times per week.
• Sand��ich Baz
o A ��ariety of sliced bread (1 whole arain; 1 white choice)
o Sliced lean meat options
• "lean options' (< l0e total fat, «.� g saturated fat; <9� mg cholesterol
per 100g sen�ine)
0 2 or more sliced cheese options
0 1 protein-salad options (e� salad. tuna salad, crab salad. chicken salad,
0 1 ��e�etarian protein option (hummus, 1% cottaee cheese, nut butters, tofu)
o Condiments (mavonnaise; mustard, ketchup,jam, honev, ouacamole)
o Sliced ve_etables (tomato. red onions. cucumbers. sun-dried tomatoes. pickles;
lettuce)
• Recovery Bar (30+aram of carbohti�drates, 20-2�g protein and <�-8g fat per seme)
o Fruit /��esetable smoothie
o Chocolate so�� milk or non-dairv smoothie option
0 1-2 dried or fresh anti-o�idant fruit options (fresh/dried berries, citrus fruit)
o Homemade reco��erv bars. muffins. breads
o Potential sponsored reco��er�� bar (upon request)
o Yo_urt parfait
o Trail mi�
io�v:sso_2n EXHIBIT D
3I906L0000?/?-19-Ifi/dbsldys -�- .
DOCS?a I 1 J91.12
• Hot Line
0 3 protein options (<30% fat < 10% saturated fat; grilled. seazed and baked)
0 1 red-meat option (beef or game meat)
0 1 «�hite-meat and/or fish option
0 1 meatless option (��egetarian)
o Cazboh}�drate options (half provided as ��fiole erains)
o Pasta option (gluten-friendl�� available upon request)
o Gluten-friendl�� option
o Other
o Veeetable options (colorful)
0 1 red, orange, yello��and green option
• Grill Station (to order)
o Bureers—beef, turkev. ��eeetables. eluten free
o Chicken breast �
o Roasted veeetables
o French fries and s���eet potato (bal:ed)
o Grilled sand�i�iches
o Specialn� Dinner Item
• Action/Fusion Station (Lunch)
o Specialt��; intemational food station
• Dessert
0 1 full-fat desert option
0 1 seasonal mized fruit option a��ailable seasonally
0 1 lo�v-fat frozen option (ice cream, ��oeurt, or sorbet) �eith toppin� choices
o Yoeurt �
o Variet}�of cookies, muffins; bars, puddings. Jell-O or pies.
• Be��era�es
o Water
o Skim milk and/or 1% mill;
0 2% andlor N�hole milk
0 1-2% chocolatemilk
o Flavored lactose altemative milk (choeolate or vanilla)
o Sports Beverage (7-�% carbohvdrate and electrohne)
0 100% fruit juices/mi�tures
o Coffee (no other ingredients added)
o Tea
o Carbonated beverages (2 regular/2 diet sponsor product)
Nutrient Guidelines
• Ensure foods prorided ure in nutrient-dense fonns.
\'utrient-dense foods provide ��itamins; minerals; and other nutrients that ha��e positi��e
health effects ���ith relativeh� fe«� calories. \'utrient-dense foods retain naturallv occumne
components such as fiber and minimize or exclude added salt; sugars, solid fats and
refined erains.
• L�dt�de lotir fut i�ems i�7 d�e men:i bi�proridrn�foods nataa-allv loiv in fat a�ad usii7g oils
und solid fu�s in reduced an7ow7ts dur•ua�food prepuration.
iozss>so:n.n ElHIB[T D
319061-0000212-19-16/dbs/dbs -�- _
DOC$?a 11 a91.12
Athletes aeed 19 vears and older should consume 20-30% of their dail�� diet in fats.
Cerrain H�eight class and aesthetic sports require a diet containing 30-�Oe of fat per da}.
This can be provided ��ia fat-free or low� fat (I%, 2%, part skim) dairy products; salad
dressings, sauces and lean meats (GO% fat; <]0% saturated fats).
• Increase monounsaturured und polyunsaluraled fats and decreuse salurated fals to 10%
of calories and trans fa�s ro as IoN as possible.
Fats are categorized as being saturated. monounsaturated or pohvnsaturated. Trans- fats
aze unsaturated fats that are natwall�� found in some foods but are eenerall�� formed
during food processinR; thev aze not essential to the diet. h4ost fats �ti�ith a hi�h percentaee
of saturated or trans-fats are solid at room temperature. Unsaturated fats are usually liquid
at room temperature. Oils that aze rich in monounsaturated fats include canola, olive, and
safflower oils. Pohvnsaturated fats include so�� bean, com and srape seed.
• Provide a menu tha� caters for sodium rntake less than ?,300nrg per day by purchasn�g
loir-sodiwn products, prepuring meals lolr in sodium und ulili=n�g fresh foods.
Sodium is found in a ���ide varietv of foods. Most sodium comes from salt added durine
food processing to help retain moisture, enhance flavor, cure meats and mask off-flavors.
Athletes ���ho aze heavy sodium sN�eaters; are un-acclimatized to high temperatures or are
e�tremel�� ph}�sicalh� active in the heat can obtain their higher requirements of sodium
throueh addine salt to their meals.
• Proride ur least haljof al(grains as x-hole grains.
Whole erains provide a source of nutrients such as iron, ma�nesium. B-��itamins and
dietary fiber. The refining of N�hole erains involves a process that results in the loss of
these ��itamins. minerals. and fiber. Theti� can also be hieh in solid fats and added sueazs.
Enriched refined grain products can however have a positive effect on providine
additional vitamin and minerals such as calcium and vitamin D.
• Provide a rarrery of colorful,fresh and seusonal vegetables and fruits.
Adults should consume at least � serves of��eeetables (1 serve = ] cup raw, % cup
cooked) and 2 fruits (1 serve = 1 cup, 1 medium size or 2 small fruits). These food items
are rich in folate. vitamin A, C and K. potassium. ma�nesium and fiber.
• Proi�ide a bulanced vurien�ofprotein foods�hat are loi+er i�v salurated furs.
Protein foods include seafood (fish and shellfish), meat, poultry, eggs, legumes, so}�
products, nuts and seeds. The fats in meat; poultrv and eses aze considered solid fats
���hile the fats in seafood. nuts and seeds are considered oils. Seafood contributes a ran�e
of nutrients; notabl}� the omeea-3 fatt�� acids; eicosapentaenoic acid (EPA) and y
docosahe�aenoic acid (DHA). Eight ounces of a vazietv of fish sources is recommended
per N�eek per person. V�'here possible ser��e �vild fish; and ra�ti� or roasted but salt-free nuts
and seeds. Reduce meat and poultn� raised ���ith rBGH and antibiotics and ���here possible
pro��ide free-range, local, and organic products; and pro��ide a variet�� of legumes (beans;
lentils and peas), ���ith oreanic soy products.
• �ldditio�lul athlete requiremen�s rnclude iron rich foods, culcium produc�s ricl� ir�
probiaics.food sottrces rrch n� T%itmnin D und sports producrs to aid performance.
The pro��ision of iron rich products (heme iron), a ��ariety of calcium rich foods including
those namrall}� rich in probiotics; natural sources or fortified products �vith vitamin D and
spon products that delay on the onset of fatieue durin� trainina such as sport drink and
aid the reco��erv process such as lo�� fat chocolate milk. smoothies and a recovery bar are
all required to help optimize the athletes performance.
ioze:sa.o_a.� EXH1617 D
319061-00002/?-19-16/dbsldbs �- .
DOCS?i 11�91.1?
• Coter for_Ath/etes irith Food.41Tergies and Intolerances. Ensure each main meal
includes food items that are eluten friendh�: ensure all food labels ha��e the 4-8 main
n�pes of allergies identified; and ensure lactose altemative milk products aze available all
dav for athletes.
EJ<HIBIT D
10'_9i?S 0?lI.A
i1906L0000?n_-19-16/dbs�dbs -�-
DOCS?31 I i91.12
EaHIBIT E
OPERATIONS PLAN
The folloti�ing Operations Plan applies to the 60 bed reservations and am� additional USOC
usase of the Facilities and beds abo��e the 60 bed resen�ations referenced in Exhibit F.
1. Definition of Full Access
a. A user that has full access is equivalent to an On-Comples User referenced in Exhibit F.
b. The 60 beds identified in Exhibit F under Annual Guaranteed User Da�s shall be
considered full access users.
c. Any additional USOC On-Comples User resen�ations that aze included in the Minimum
Usaee Commitment or are above the Minimum Usaae Commitment «�ill receive full
access.
2. Access to ��'eiaht Room
a. USOC ���ill include access to the «'eight Room in the resen�ation requests.
b. «'eight Room access ��ill be granted based on the User T��pes in the resen�ation and the
Rates set forth in Exhibit F.
3. Access to Track aod Field Office
a. Priorit�� access to Track and Field Office access ti�ill be determined b�� the USOC and
provided to desienated National Governine Bodies (I`'GBs) and their constituents.
b. The USOC ���ill provide to CV a list of the USOC designated NGBs on an annual basis,
and the USOC will notifi� CV if the list chanees at an�� time throuahout the veaz or the
term of the Aereement. �
c. Non-USOC desi�nated individuals ma�� access the Track and Field Office, pro��ided that
it is not resen�ed or fully occupied by the USOC desisnated NGBs.
4. Access to Hiah Altitude Dorm Rooms
a. If the hieh altitude dorm rooms are not resen�ed bv the USOC. CV ma�� reallocate these
rooms to third party users. As stated under Section 3B ofthe Agreement, CV will be
responsible, at its sole cost and e�pense; for an�� damage caused as a result of any such
third part��usaee of the Hieh Altimde Dorm Rooms (and/or an�� of the altitude senines
and controls).
5. Elite. The USOC ���ill determine �vhich Indi��iduals are elite athletes for its purposes. An
elite athlete is one that the USOC is ���illine to fund throueh its A4inimum Usaee
Commitment or fund above the A9inimum Usase Commitment. The elite athletes identified
bv the USOC �vill alisn ���ith the USOC Hieh Performance Plannine/Resource Allocation
Process. � y
6. Resen•ation Process. As to all Facilities. CV �vill provide the USOC �i�ith first priorit}� in
resen�ing the Facilities hereunder for its Minimum Usa�e Commitment. \�'ith respect to all
usa�e abo��e the b4inimum Usa�e Commitment: USOC and CV shall ha��e concurrent rights
to bookine.
E�HIBIT E
10293i8 OilLn
?19061-OIIOOI/2-19-16/dbs�dbs "�'
DOCS?311391.1?
a. The rates for all USOC usage, whether induded in the Minimum Usage Commitment or
above and bevond the Minimum Usage Commitment will be consistent Nith the User
Types and Rates set forth under Exhibit F.
b. Requests for all USOC usage during the first and second quarter of 2017 shall be
submitted by USOC to CV b� June 1; 2016, and bv September 16. 2016 for usage durine
the third and fourth quarters of 2017. Followine 2016, requests for all USOC usage
during the first and second quarter of each ��ear shall be submitted by USOC to CV b��
June 1 of the immediately preceding ��eaz; and bv Auwst 1 for usage durine the third and
fourth quarters of each }�ear. USOC �;�ill desienate which resources aze allocated to
��hich programs �+fien requests are submitted. The resen�ations N�ill include the start and
end dates of the pro�ram. program name, total number of Individuals, Indi��idual user
t��pes: number of ineals, venues, ��eieht room needs. meetine rooms and other resources
requested. For bookings applicable ro time periods afrer 2017, the parties �ill meet and
confer to determine appropriate earlier submission dates for usage by USOC.
c. CV �vill confirm all USOC resen�ations ���ith the desi�nated USOC ���ithin thim- (30)
da��s afrer the date of the request therefore. B�� confirming the reservation. the USOC
agrees to fund the reservation, and CV guarantees that the proeram �vill have the
necessarv facilities reserved for the specified number of users and on the specified dates.
d. CV is responsible for trackina the USOC's actual proaram usage against the A4inimum
Usaee Commitment. CV �vill provide to USOC a monthl�� report of actual usaee based on
the month and yeaz-to-date programine.
e. Prior to confirmine the reser��ation CV ���ill notif}� USOC of am� resemation or usaee that
��=ill be above and be��ond the �4inimum Usaee Commitment. CV �aill invoice the USOC
for such programs that go abo�e the Minimum Usage Commitment following the
conclusion of the program. Each invoice shall include the number of users. n�pe of user,
number of da��s for each user. facilities used. number of ineals. and am� other relevant
documentation to support the in��oiced amount. USOC shall make payment �vithin thirt��
(30) da}�s afrer the date of such in��oice.
7. ProQram Chanaes and Cancellations. As to each Facilities resen�ation hereunder. USOC
mav cancel the resen�ation andlor chanee the number of lndi��iduals in the resen�ation or the
duration of the reservation at an�� time up to 30 da��s prior to the first da�� of the subject
resen-ation. If a reservation is cancelled at least 90 da}�s prior to the scheduled start date, the
��alue of the resemed im�enton� �vill be fully credited back to the USOC for use during [he
same vear. If a reservation is cancelled bet���een 30 and 90 da��s prior to the scheduled start
date. one-half of the ��alue of the resen�ed im�enton� «�ill be credited back to the USOC for
use durina the same vear. If a reservation is cancelled less than 30 days prior to the
scheduled start date. the USOC shall receive no credit therefor. Credits obtained bv the
USOC pursuant to such cancellations, to the extent not used during the same calendar }�ear,
shall no longer apply.
8. Reallocation b�� CV of Unused Facilities. Subject to the pro��isions of Section 6 of this
Operations Plan; Afier the USOC's usa�e and resen�ation needs ha��e been fulfilled in
accordance ���ith the abo��e requirements, C\' has the ri�ht to book the unused Facilities to
third pam users.
io+_a;sa.o;an
EXHIBIT E
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DOCS?i 1 I�91.1?
EXHIBIT F
n1I17A4tiM tiSAGE COA4111T1�ENT— RATES .4i1'D \�ATURE OF I\�'ENTORI'
1. General. USOC's Minimum Annual Pa��ment will include CVTC pro�ramming for the
USOC Training and Competition Needs. Programming includes, but is not limited to, resident
and short-term programs; camps, e��ents; facilin�-use programs, coaching programs. dinino hall
access. and trainino specials. For USOC-requested users and proarams CV aerees that the
Propem� and Facilities, indudine ���ithout limitation the sport and trainine venues. will be made
a��ailable and accessible at the rates mentioned belo��� and at appropriate times. includine at least
the a��ailabilih� normallv accorded them bv USOC at the time of esecution of this A¢reement.
An�� sharine of USOGresen�ed Facilities (e.e., soccer fields; athletic track. thro«ing fields: etc.)
��ith a non-USOC program or user must be agreed upon b}� the USOC before being permitted by
CV.
2. User Tv�es and Rates. The rates and user t}�pes belo�+��iill appl}�to all USOC-
requested CVTC programming, and shall indude the Annual Guaranteed User Da}�s, as defined
and set forth in Section 3 belo��. For the purposes of this Ezhibit F, an "Individual" is an
athlete, coach: or other program participant, and a "Day` is a nvent��-four hour unit of time that
beeins and ends at 12:00 am.
A. On-Comples User - $90 per Da�� per Indi��idual
a. This includes housing (bed. restroom and shared living space) in the CVTC
dorms. unlimited access and meals in the dinine room. access to desienated
trainins facilitiesh�enues. and access to the �i%eieht Room facilities. Dorm rooms
can onlv be shared bv athletes of the same eender. ezcludina coaches. Coaches
and athletes may not be placed in the same room. y
B. Off-Complex �vith Meals User - �4� per Da�� per Indi�idual
a. This includes unlimited access and meals in the dinine room. access to trainine
facilities/venues. and access to the �1'eieht Room facilities.
C. Facility Use Onlv User - 51� per Day per Indi��idual
a. Indudes access to a specified trainino facilit}� or venue and access to �'�'eieht
Room facilities.
D. Meals - $10 per meal per Individual
a. This includes am� meal not included in 2A or 2B above.
To the extent that actual costs to CV materiall�� eaceed the rates set forth herein, the parties agree
to meet and confer to address the possibilitv of an equitable adjustment of such rates.
R'ith respect to all usage abo��e the Minimum Usaoe Commitment. USOC and C�' shal] have
concurrent rishts to bookine.
3. Annual Guaranteed User Davs. CV ���ill pro��ide at least the follo�vine inventory to the
USOC in eschange for all or a portion of the Minimum Annual Pa��ment (collectivelv_ the
"Annual Guaranteed User Davs`-):
A. 60 beds for 36� Davs, i.e., the equi��alent of 21.900 On-Comple� User Da��s.
io�9_>s.o:n n
E�HIBIT F
319061-000012-19.Ib�dbs�dbs -�-
DOCS?411391J? .
B. The remainder of the Minimum Annual Pavment ma�� consist of a ��ariation of the
Indi��idual user Da}�s and ri�pes at the rates described•abo��e, as notified to CV b}� the
USOC in its discretion; provided, ho���e��er; that CV shall ha��e prioritv access to book the
remainine On-Complex User Days above 60; pro��ided that to the extem CV does not
esercise such priority, said On-Comple� User Da��s ���ill be available to the USOC at the
�90 per Day rate until the Minimum Annual Pa��ment has been fulfilled. After the
A4inimum Annual Pa}�ment has been fulfilled b�� USOC throush CVTC proaramming. the
rates for said On-Complex User Davs N�ill be available to USOC at a preferred rate to be
negotiated b}� the parties.
�. Saort Performance Sen�ices. Sen�ices pro��ided b�� USOC usin� the Sport Performance
Facilities; including but not limited to medical coveraee. clinic access, and access to sports
ps��chologists; dietitians; and physioloQists, ���ill be for USOC Training and Competition Needs
programs onl��. Access to these sen�ices and the Sport Performance Facilities ��-i11 be onl�� for
USOC Trainine and Competition I�ieeds proerams. USOC mav grant ezceptions to this
restriction ��ia written notice, at its sole discretion pursuant to Section 3A of the Agreement.
EaH1BIT F
709358 0?M
?19061-0000?n_-19-16�dbs�dbs .'�'
DOCS 2i I 1391.1?
EXHIBiT G
ARBITRATION OF DISPUTES
��7Y DISPUTE OR COI�'TROVERSY THAT RELATES TO THE AGREEA4ENT
(REFERRED TO II�' THIS E�IIIBIT G AS THE "AGREEA'IE\'T") THAT HAS NOT BEEN
OTHER�T�'ISE RESOLVED PURSUAI�'T TO SECTIOI�'S 29(i) THROUGH (i��) OF THE
AGREEn4ENT SHALL BE SUBMITTED TO AND SETTLED BY ARBITRATIOI�' BEFORE
THE AA4ERICAI�' ARBITRATIO?�' ASSOCIATION OR ITS SUCCESSOR (THE
'�SER�'ICE") II�' ACCORDANCE \�rITH THE USUAL RULES, REGULATIONS .Si\'D
PROCEDURES OF THE SERVICE APPLICABLE TO ANY COA4MERCIAL DISPUTE OR
COI�'TROVERSY. SUBJECT TO THE FOLLO�I'Ii�'G PROVISIONS:
(A) THE PARTY SEEKIi�'G ARBITRr1TION SHALL DELIVER A R'RITTEN
NOTICE OF DEA4AND TO RESOLVE DISPUTE (THE "DE�4AND") TO THE OTHER
PARTY TO SUCH DISPUTE AND TO THE SERVICE. THE DEMP,i\'D SHALL Ii�'CLUDE
A BRIEF STATEMENT OF THE CONTROVERSY OR DISPUTE .AND THE NAME OF THE
SII�GLE PROPOSED RETIRED JUDGE OR ATTORNEY FROA4 THE SER\'ICE TO
DECIDE THE DISPUTE ("ARBITRr�TOR"). �i'ITHI\T TEN (10) DAYS AFTER THE
EFFECTIVE DATE OF THE DEMAND. THE OTHER PARTl' AGAII�'ST ��%HOM A
DEA4A1�'D IS MADE SHALL DELI\'ER A ��%RITTE\' RESPONSE TO THE DE�4AI�'DIT�'G
PARTY AI�'D THE SERVICE. SUCH RESPONSE SHALL II�'CLUDE A BRIEF
STATEMENT OF THE CONTROVERSY OR DISPUTE. AND SHALL ALSO STATE
�i'HETHER SUCH PARTY AGREES TO THE ARBITRATOR CHOSEI�' BI' THE
DEn4ANDI1�'G PARTY. II�r THE EVENT THE PARTIES CA1�Ti�'OT AGREE UPON AI�'
ARB[TRATOR. THEN THE SERVICE SHALL SELECT AND I�'AME A SII�'GLE
ARB[TRATOR TO CONDUCT THE HEARII�'G.
(B) THE LOCALE OF THE ARBITRATIOI�' SHALL BE II�' SAI�' D1EG0
COLTNTY. CALIFORI�TIA. UI�iLESS OTHERI�%]SE AGREED TO BY THE P.ARTIES II�'
R'RITIi�'G.
(C) II�' THE EVENT THE SERVICE IS \70 LONGER IN BUSI�'ESS A�\iD THERE
IS NO COMPARABLE SUCCESSOR. THEN THE PARTIES SHALL AGREE UPON
.Ai\'OTHER ARBITRATOR. IF THE PARTIES CA\�'OT AGREE UPON P,i\'OTFIER
ARBITRATOR. THE\' A S[I�'GLE NEUTRAL ARBITRATOR SHALL BE APPOI\'TED
PURSUAI�'T TO SECTIOI�' 1281.6 OF THE CALIFORI`'IA CODE OF CIVIL PROCEDURE.
(D) THERE SHALL BE NO RIGHT TO DISCOVERY EXCEPT BI'
STIPULATION OF THE PARTIES OR PURSUAN7 TO THE DISCRETIOt�' OF THE
SERVICE BUT IN NO EVENT SHALL SUCH D[SCOVERY E�CEED OT'E EXCHANGE
OF DOCUMEI�TT REQUESTS AND T\'�TO DEPOSITIOT�'S.
(E) 7HE ARBITRATOR'S POV�'ERS SHALL BE LII�9ITED AS FOLLOV�'S: (i)
THE ARB[TRATOR SHALL FOLLOV�' THE SUBSTANTIVE LAWS OF THE STATE OF
CALIFOIL\'IA. \OT INCLUDII�'G RULES OF EVIDENCE. AND THE ARBITRATOR'S
DECISIO\' SHALL BE SUBJECT TO REVIE�V THEREON AS \�rOULD THE DECISIO\i OF
10793580?!LA EXHIBIT G
319061-00002R-19-16/dbsld6s "�' .
DOC$?J 11 J91.1?
THE SUPERIOR COURT OF THE STATE OF CALIFORI�TIA SITTII�'G V�'ITHOUT A JUR�'.
(ii) THE .4RBITRATOR SHALL NOT COI�'SIDER AI�'YTHII�'G OUTSIDE THE RECORD
UI�'LESS NOTICE IS GIVEN TO ALL PARTIES �i'ITH THE OPPORTUNITY" TO RESPOl�'D
TO SUCH A4ATTERS, (iii) THE ARBITRATOR SHALL HAVE I�'O POW�R TO D40DIFY
AI�'Y OF THE PROVISIO?�'S OF THE AGREET4E\'T AND THE ARBITRATOR'S
NRISDICTION IS LIMITED ACCORDINGLY; (iv) THE ARBITRATOR SHALL PREPARE
AND SERVE A VdRITTET�' DECISION �i'HICH DETERMiI�jES THE DISPUTE.
CO\'TROVERSY. OR CLAIn4 ,A�\iD WHICH DESIGI�'ATES THE PARTY AGAINST
WHOSE POSITION THE DECISION ]S RENDERED, AND (�) JUDGMEI�'T UPON THE
AWARD RENDERED BI' THE ARBITRATOR n4A1' BE ENTERED IN AI�'Y COURT
H.AV'II�'G JURISDICTIO�' THEREOF.
(F) THE COSTS OF THE RESOLUTIOI�' SHALL BE DI\r1DED EQUALLY
BET�4'EEN ALL OF THE PARTIES TO SUCH ARBITRAT[ON PROCEEDIT�'G. PROVIDED.
HOWEVER. THAT SUCH COSTS. ALONG WITH ALL OTHER COSTS AND EXPENSES.
II�'CLUDIi�'G. N'ITHOUT LIMITATION. ATTORi\'EYS' FEES Ai\'D/OR EXPERT R'IT\TESS
FEES. SHALL BE SUBJECT TO .A�1'ARD. II�' FULL OR II�' PART. BY THE ARBITRATOR.
II�' THE ARBITRATOR`S DISCRETION. TO THE PREVA[LII�'G PARTY. iJi��LESS THE
ARBITRATOR SO AWARDS ATTORi\'EYS' FEES. EACH PARTY SHALL BE
RESPONSIBLE FOR SUCH PARTY`S O�'1�' ATTORi\'EYS' FEES.
(G) TO THE EXTENT POSSIBLE: THE ARBITRATION HEARI\'G SHALL BE
CONDUCTED O\' CO\'SECUTIVE DA7'S. E�CLUDII�'G SATLIRDAYS. SlJNDAYS AND
HOLIDAYS. UIrTTIL THE COMPLETION OF THE PROCEEDING.
(H) IN CO?�TI�'ECTIOI�' �'ITH At�'Y ARBITRATIOI�' PROCEEDIi�'GS
COMI�4EI�'CED HEREUI�'DER. THE ARBITRATOR AND/OR A1VY PARTY SHALL HAVE
THE RIGHT TO JOI\ ANY THIRD PARTIES [I�' SUCH PROCEEDII�'GS Ii�' ORDER TO
RESOL\'E AT'Y OTHER DISPUTES. THE FACTS OF N'HICH ARE RELATED TO THE
MATTERS SUBM[TTED FOR ARBITRATION HEREUI`'DER.
INITIALS OF USOC II�'ITIALS OF CV
10293>S.03ILA
EXHIBIT G
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DOCS 2J I 1591.1?
EaHIBIT H
Traioine Site Desianation
� � l.�.S. OLYMI,@C
A�D P��LYMPOC
�� �s�`� TRAINING SITE
E�HIBIT H
Trainin� Site
10'_93i8 Oi/LA Designation
?I9061-00002/2-19-16�dbs�dbs -�-
DOCS?i 11 J91.1?
E�IIIBIT I
n4inimum Standazds for Athlete Safet� at U.S. Ohmpic and Paralvmpic Trainina Sites
71�e United States Oh�npic Committee requires that the Local Operator for each U.S. Ol��mpic
and Paralvmpic Training Site adopt an athlete safetr program that includes, at a minimum; the
follo��ing components:
1. Prohibited Conduct
A polic�� ���hich prohibits and defines the follo���ing misconduct:
✓ Bull��ine
✓ Hazina
✓ Harassment (including se�ual harassment)
✓ Emotional Misconduct
✓ Ph�sical Misconduct
✓ Se�ual Misconduct (includine child sezual abuse)
The polic}� shall appl}� to (1) Trainine Site emplo}�ees; and (2) indi�iduals the Trainine Site
formally authorizes. appro��es or appoints (a) to a position of authorin� over, or (b) to ha��e
frequent contact ���ith, athletes.
Comment(s):
(a) Prohibited misconduct shall include, without limitation:
Romantic or sesual relationships, ��hich be�an durine the sport relationship, bet���een
athletes or other participants and those individuals (i) ��ith direct supen�isorv or
evaluati��e convol, or (ii) are in a position of po��er and trust over the athlete or other
participant. Escept in circumstances ��fiere no imbalance of power exists; coaches have
this direct supen�isorv or e��aluative convol and are in a position of power and trust o��er
those athletes or participants the�� coach.
The prohibition on romantic or seaual relationships does not include those relationships
where it can be demonstrated that there is no imbalance of po�ver. For example, this
prohibition does not appl}� to a pre-existing relationship bet«=een t���o spouses or life
partners. For factors that ma�� be relevant to determining �+�hether an imbalance of power
e�ists. consult the USOC's Athlete Protection Policv.
(b) Local Operators are not required to prohibit misconduct as specificallv cate�orized
above. For eaample, a Local Operator mav prohibit se�ual harassment as "harassment,"
"se�ual harassment." or under some other cateeon� or definition.
�b'e recommend that Local Operators define each particular t��pe of misconduct in their athlete
safeh= policies, ho���e��er; Local Operators are free to use the definitions set fonh in the USOC`s
�o�e_ss.o:ar
EXHIBIT I
319061-OOOOJ?-19-16/dbs/dbs -�'
DOC$?a 1 I a91.1?
Athlete Protection Polic��; found in the USOC's SafeSport Policies at
http:/h+�+1�T.teamusa.ore/About-the-U SOC/Orsanization/LegaUGovemance-Documents.aspa.
2. Criminal Bacl:ground Checl:s
Each Trainine Site shall require criminal backeround checks for those individuals it formally
authorizes, approves or appoints (a) to a position of authorit}� o��er, or (b) to have frequent
contact with, athletes. For purposes of clarification, a Trainins Site is considered to formally
authorize, approve or appoint an individual in instances where the Training Site has control o��er
the appointment process. .
3. Education R Traioing
Beginning Januar}� 1, 201� each Trainins Site shall require education and training concemine the
ke}� elements of their safety pro�ram for those indi��iduais it formally authorizes, approves or
appoints (a) to a position of authority over, or (b) to ha��e frequent contact ��ith, athletes. Before
Januan� 1. 2015 each Trainina Site shall offer and encourase the same.
d. Reporting
Each Trainine Site shall establish a procedure for reportin� misconduct.
5. Enforcement
a. Each Training Site shall have a grievance process: ��hich is materiail�� free of bias and
conflicts of interest, to address allegations of misconduct follo«�ine the report or
complaint of misconduct �rhich has not been adjudicated under a criminal backeround
check.
b. In cases �vhere the Ted Stevens Act applies, each Trainine Site shall comph� �rith the
Act's requirements.
c. The grie��ance process. H�hether b}� policy or operation of law, shall include the
opportunit}� for revie�+�by a disinterested individual or bodv.
6. Other
a. These minimum standards ma�� be amended from time to time b�� the USOC.
b. In implementing an athlete safety program. Training Sites shall be euided b��the principle
that supponine the health and safety of its athletes is a ke� element of its managerial
capabilities.
c. Failure to meet the minimum standards as set forth in this policy ma�� result in
disciplinan� action b�� the USOC includine. ���ithout limitation, the termination of the
Trainine Site Desienation.
ioz9:sso_n.,� E\HIBIT 1
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DOC$?111 J91.1?
d. Exceptions to these minimum standards based on the organizational structure of the
Trainine Site ma} be granted b�� the USOC on a case-b��-case basis H�here appropriate:
pro�•ided that such eaceptions do not materiall�� endanger athletes.
E7�HIBIT 1
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DOCS?111 i91.1?
EXHIBIT J
"The enjo��ment of the riehts and freedoms set fonh in the Olvmpic Chaner shall be secured
��ithout discrimination of an�� kind. such as race. color. sez. sexual orientation. laneua�e.
relieion_ political or other opinion, national or social oriein, propem�, birth or other status."
Olympre Churler. Fundamental Principles of Olympism 6. �
CV is dedicated to the principles of equal emplo�ment opportunity in anv and all rerms,
conditions or pmileees of emplo}�ment including hirins, promotions. termination, trainina and
compensation. This indudes the CVTC.
CV does not discriminates aeainst applicants or empioyees on the basis of aee, race, sex. color,
relieion. national oriein. disabilit��. �eteran status. sesual orientation. �ender identit�� or
espression, genetic information; or anv other stams protected b�� federal, state or local la��, and
e�pects that this «�ill continue once o��•nership is transferred. These protections appl�� equally at
the CVTC as to all applicants, employees, athletes. and other Quests.
CV stroneJv opposes harassment in the n�orkplace, ��fiether se�ual or on an�� other basis.
Harassment of employees; applicants; or third parties (includin_ athletes) b�� other emplovees or
third parties is prohibited. Additionally, emplo�ees are strictl�� prohibited from harassin�
athletes residing or trainin� at CV-pro�ided or sponsored premises. These protections apph at
the C\'TC.
CV �vill promptl}�, discreetly. and thoroughh investieate reports of discrimination or harassment,
as appropriate under the circumstances. CV ���ill share CVTGrelated investieation information
as appropriate ��ith the USOC and other affected sport organizations utilizin� the CVTC in a
timel�� and collaborati��e manner.
CV also tal:es appropriate action related to amr nonemplo�ee, such as a visiror: contractor or
customer, �aho subjects an emplo}�ee or athlete to discrimination in the workplace.
C�j does not tolerate retaliation against anyone ti�ho complains of discrimination or harassment,
���ho assists in an investieation of a complaint of discrimination; or ���ho pro��ides information in
connection «�ith any such complaint. Retaliaton� action or behaviors ma�- subject the offending
emplo��ee to disciplinary actions, up to and includine termination of emplo��ment.
�PLEASE E,l'PLAIN ELIMINATION OF USOC FROA9 THESE PROVISIONS.]
EaH[BIT J
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DOC$2-0I I-09I.L .