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Home My WebLink About2016-04-12 Agenda Packet I dalare under penalty of peryury thu I�m employed by the City of Chula Visu in the o�ce of the City Clerk and tbu 1 posted the document according to Brown Act roQuuements. Dnted: � �� 4� 5i�di � � C7iUlA VtSTA /� ��4��1%t�'✓ I �' � Mary Casillas Salas, Mayor Patricia Aguilar, Councilmember Gary Halbert, City Manager Pamela Bensoussan, Councilmember Glen R. Googins, City Attomey John McCann, Councilmember ponna R. Norris, City Clerk Steve Miesen, Councilmember Tuesday, April 12, 2016 5:00 PM Council Chambers 276 4th Avenue, Building A Chula Vista, CA 91910 SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY MEETING JOINTLY WITH THE CITY COUNCIL OF THE CITY OF CHULA VISTA Nofice is hereby given tAat the Mayor ol the Crty of Chula Vis1a has called antl wdl convene a Spec/al MeeOng of the Suacessa Agency to the Redevelopment Agency meefing jointly with the Ciry Coundl on Tuesday, Apnl 12, 2016, at S:OOp.m. in Counal Chambers, located at 276FouRh Avenue. Building A. Chula Vista. Califomia to consider the items on this agenda. CALLTO ORDER ROLL CALL: Councilmembers Aguilar, Bensoussan. McCann. Miesen and Mayor Casillas Salas PLEDGE OF ALLECaIANCE TO THE FLAG AND MOMENT OF SILENCE SPECIAL ORDERS OF THE DAY A. 16-0163 PRESENTATION OF A PROCLAMATION TO YUKIE NORTON PROCLAIMING APRIL 14, 2016 AS "YUKIE SAIDA NORTON DAY" IN THE CITY OF CHULA VISTA IN COMMEMORATION OF HER 100TH BIRTHDAY Ciry o1 Chul�Ysb Page 1 Pnnrod on 4M01! City Council Agenda Apri112,2016 B. 1�0131 PRESENTATION OF A PROCLAMATION TO KIDS 4 �UR WORLD AND GIRL SCOUT GROUP 5912 PROCLAIMING APRIL 29, 2016 AS ARBOR DAY IN THE CITY OF CHULA V I STA C. 1&0168 SPECIAL RECOGNITION HONORING NEW UNITED STATES ARMY RECRUITS FROM CHULA VISTA D. 16-0142 PRESENTATION OF A PROCLAMATION TO THE BOARD OF LIBRARY TRUSTEES, CHULA VISTA PUBLIC LIBRARY FOUNDATION AND THE FRIENDS OF CHULA VISTA LIBRARY PROCLAIMING APRIL 10 THROUGH APRIL 16, 2016 AS NATIONAL LIBRARY WEEK E. 1 171 PRESENTATION OF THE 2015 COMMUNITY HEALTH AND WELLNESS AWARD FOR SENIOR HEALTH AND NUTRITION SERVICES AT NORMAN PARK SENIOR CENTER, BY CALIFORNIA PARK RECREATION SOCIETY AGING SERVICES ACTIVITIES SECTION F. 1 1 PRESENTATION OF A PROCLAMATION TO CHULA VISTA POLICE DISPATCHER SUPERVISOR TINA JONES PROCLAIMING APRIL 10 THROUGH APRIL 16, 2016 AS NATIONAL PUBLIC SAFETY TELECOMMUNICATORS WEEK IN THE CITY OF CHULA VISTA CONSENT CALENDAR (Items 1 - 3) The Council will enact the Consent Calendar stafl recommendations by one motion, without discussion, unless a Councilmember, a member of the public, or stafl requests that an item be 2moved for discussion. N }rou wish to speak on one of these items, please fill out a "Request to Speak" /orm (avarlable in the lob6y) and submit if to the City Clerk prior to the meeting. Items pulJed /rom the Consent Calendar wi0 be discussed immediately following the Consent Calendar. 1. 16-0164 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROPRIATING $59,650 TO SUPPORT CONSTRUCTION OF A THINKABIT LAB AT THE CIVIC CENTER LIBRARY (4!5 VOTE REQUIRED) oeP,.m�e�c: Library Department Emiionmr�blNOMCS: ThB Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the Califomia Environmental Quality Act State Guidelines. sana.comm«a.aa�: Council adopt the resolution. City o/C�uA Yun Pspa 2 Pnrrted on M20f! Cky Council Agenda April 12.2018 2. 16-0145 A. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A PURCHASE AND SALE AGREEMENT WITH SILVERGATE CHURCH CV, LLC, TO SELL ASSESSOR PARCEL NOS. 568-a71-21 AND 568-071 -22 FOR 5455,000 B. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A PURCHASE AND SALE AGREEMENT WITH TIERRA DEL SOL INVESTMENTS TO SELL ASSESSOR PARCEL NO. 568-071-01 FOR $400,000 o.w.m�.�r Economic Development Department e��.�w�roa�.: Approval of the Purchase and Sale Agreement by the Successor Agency is not a Project within the meaning of sec6on 15378 of the CEQA Guidelines. The City, as Lead Agency within the meaning of section 15367 of the CEQA Guidelines, will conduct required CEQA analysis for the development of the properties, via its Planning Commission as part of the design review process pursuant to Public Resources Code section 21151. s�naa.��.co,�: Agency adopt the resolutions. 3. 1 177 A. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS TO THE CITY FOR BOND-ELIGIBLE PURPOSES, DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH C7ry o/Lhu4 Yu0 Pap�J 7n'rtfed on 1�M010 City Countil Agenda April 12,2016 B. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS BY THE SUCCESSOR AGENCY TO THE CITY FOR BOND-ELIGIBLE PURPOSES, ACCEPTING SUCH FUNDS FROM THE SUCCESSOR AGENCY, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH v.p.ro�e�e: Finance Department em�ionmaro�/+once: The activity is not a "Project" as defined under Section 15378 of the Califomia Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. sbna.�w�,m.no.no�: Agency adopt Resolution A and Council adopt resolution B. ITEMS REMOVE� FROM THE CONSENT CALENDAR PUBLIC COMMENTS Persons speaking dunng Public Comments may address the Council on any subject matter within the Counci!'s jurisdiction that is not listed as an dem on the agenda. State law generally prohibits the Council from discussing or taking action on any issue not induded on the agenda, but, if appropriate, fhe Council may schedule fhe topic for (uture discussion or 2fer the matter to stal/ Comments are limrfed to three minutes. ACTION ITEMS The ltem(s) listed in this section of the agenda will be considered individually by the Council and are expected to eficit discussion and deliberation. If you wish to speak on any item, please fill out a "Request to Speak" form (availa6le in the lobby) and submit it to the Ciry Clerk pnor to the meeting. 4. 1 7 DISCUSSION AND POSSIBLE ACTION REGARDING THE REAPPOINTMENT PROCESS FOR MEMBERS OF CHULA VISTA COMMISSIONS WHO ARE INTERVIEWED AND APPOINTED BY THE COUNCIL o.P..m�vn: City Clerk e,�,.i�m«ro�NOCr«: The adivity is not a "Project" as defined under Section 15378 of the Califomia Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. suna«�ma�msa�: Council discuss the reappointment process and provide direction to staff. cny or cnw.v� v.p.< vn�na o�wrto+e Cily Couneil Agenda April 72,2016 5. 16-0191 CONSIDERATION OF APPROVING FINAL TERMS FOR THE AGREEMENT WITH THE POINT LOMA TRUST FOR THE OPERATIONS OF THE CHULA VISTA ELITE ATHLETE TRAINING CENTER RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING FINAL TERMS FOR THE AGREEMENT WITH THE POINT LOMA TRUST FOR THE OPERATIONS OF THE CHULA VISTA ELITE ATHLETE TRAINING CENTER AND DIRECTING STAFF TO FINALIZE AGREEMENTS CONSISTENT THEREWITH This item further implements City Council action taken on March 15, 2016 where the Council approved general terms for City's engagement of The Point Loma Trust (PLT) to be City's third-party operator of the Chula Vista Olympic Training Center (CVOTC). Final terms have now been negotiated and are presented for City Council approval, with direction to staff to finalize agreements consistent with these tertns. This action is one of series that the City Council has taken to effect the transfer of fee title and operational control of the CVOTC from the United States Olympic Committee (USOC) to the City. City Council has already approved the Transfer Agreement and Core Agreement with the USOC that provides for this transfer to occur on December 31, 2016. Under the proposed agreement with PLT, working with City and the USOC, PLT would start transitioning its operations of the center immediately, with full responsibility for day to day operations occurring on January 1, 2017. wP.ro�Mr City Manager e,m�.��M��: The activity is not a "Project" as defined under Section 15378 of the Califomia Environmental Quality Act ("CEQA") State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. sdna.�om�m�: Council adopt the resolution. CITY MANAGER'S REPORTS crty or cnw.wo v.y.s r��r.a o�osreo+e City Council Agenda April 12,2016 MAYOR'S REPORTS 6. 2316-0188 RATIFICATION OF APPOINTMENTS OF THE FOLLOWING INDIVIDUALS TO THE HEALTHY CHULA VISTA ADVISORY COMMISSION: - Ricardo Jimenez - Mary Cruz - Mora de Murguia - Diana Milburn - Roman Partida-Lopez - Diana Velo - Lorena Quiroz - Lucia Martinez - Ana Melgoza COUNCILMEMBERS' COMMENTS 7. 1 1 7 COUNCILMEMBER AGUILAR: CONSIDERATION OF THE FORMATION OF AN AD-HOC SUBCOMMITTEE FOR THE 2016 STARLIGHT PARADE ADJOURNMENT to fhe Regular City Council Meeting on Apri! 2fi, 2016. at 5:00 p.m.. in the Council Chambers. Matenals provided to the Ciry Councif related to any open-session item on this agenda are availa6le Ioi public review at the City Clerk's ORice, located in City Hall at 276 FouRh Avenue, Building A, during normal business hours. !n compliance with the AMERICANS WITH DISASILlTIES ACT The City ol Chula Vista requests individuals who require specia!accomrradations to access, attend, arrd/or participate in a City meefing, actrvity, or service, contact the Ciry Clerk's O/fice at(619) 697-5041(CalNomia Relay Service is available lor the heanng impai�ed by diafing 71 iJ at least lorty-eight hours in advance ol the meeting. Mast Chula Vista City Counci!meetings, inGuding puWic comments, a�e video recorded and aired live on AT6T U-verse channe!99(thr�ughout the County), on Cox Cable channel 24(onty in Chula Vista), and online at www.chulavistaca.gov. Recorded meetings aie also aired on Wednesdays at 7 p.m. (both channels)and are archived on the City's website. Sign up at www.chulavistaca.gov to ieceive email noti/katbns wAen City Counci!agendas are published online. Cify o/Clrvb Ysla Pa9e 0 P��tetl on 4M01E .� Emma CITY OF CHULAVISTA File #: 16 -0163, Item #: A. City of Chula Vista Staff Report PRESENTATION OF A PROCLAMATION TO YUKIE NORTON PROCLAIMING APRIL 14, 2016 AS " YUKIE SAIDA NORTON DAY" IN THE CITY OF CHULA VISTA IN COMMEMORATION OF HER 100TH BIRTHDAY City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by Le satar 7 g .� Emma CITY OF CHULAVISTA File #: 16 -0131, Item #: B. City of Chula Vista Staff Report PRESENTATION OF A PROCLAMATION TO KIDS 4 OUR WORLD AND GIRL SCOUT GROUP 5912 PROCLAIMING APRIL 29, 2016 AS ARBOR DAY IN THE CITY OF CHULA VISTA City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by Le Vat ar ge 8 .� Emma CITY OF CHULAVISTA File #: 16 -0168, Item #: C. City of Chula Vista Staff Report SPECIAL RECOGNITION HONORING NEW UNITED STATES ARMY RECRUITS FROM CHULA VISTA City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by Le TM 9 g .� Emma CITY OF CHULAVISTA File #: 16 -0142, Item #: D. City of Chula Vista Staff Report PRESENTATION OF A PROCLAMATION TO THE BOARD OF LIBRARY TRUSTEES, CHULA VISTA PUBLIC LIBRARY FOUNDATION AND THE FRIENDS OF CHULA VISTA LIBRARY PROCLAIMING APRIL 10 THROUGH APRIL 16, 2016 AS NATIONAL LIBRARY WEEK City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by Le istarTM Page 10 .� Emma CITY OF CHULAVISTA File #: 16 -0171, Item #: E. City of Chula Vista Staff Report PRESENTATION OF THE 2015 COMMUNITY HEALTH AND WELLNESS AWARD FOR SENIOR HEALTH AND NUTRITION SERVICES AT NORMAN PARK SENIOR CENTER, BY CALIFORNIA PARK RECREATION SOCIETY AGING SERVICES ACTIVITIES SECTION City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by Le istarTM Page 11 .� Emma CITY OF CHULAVISTA File #: 16 -0185, Item #: F. City of Chula Vista Staff Report PRESENTATION OF A PROCLAMATION TO CHULA VISTA POLICE DISPATCHER SUPERVISOR TINA JONES PROCLAIMING APRIL 10 THROUGH APRIL 16, 2016 AS NATIONAL PUBLIC SAFETY TELECOMMUNICATORS WEEK IN THE CITY OF CHULA VISTA City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by Le istarTM Page 12 .� Emma CITY OF CHULAVISTA File #: 16 -0164, Item #: 1. City of Chula Vista Staff Report RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROPRIATING $59,650 TO SUPPORT CONSTRUCTION OF A THINKABIT LAB AT THE CIVIC CENTER LIBRARY (4/5 VOTE REQUIRED) RECOMMENDED ACTION Council adopt the resolution. SUMMARY In partnership with Qualcomm and the Chula Vista Elementary School District, a Thinkabit lab and program promoting STEM (Science, Technology, Engineering and Mathematics) is to be established in the lower level of the Civic Center Library. ENVIRONMENTAL REVIEW Environmental Notice The Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the California Environmental Quality Act State Guidelines. Environmental Determination The Director of Development Services has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 (Existing Facilities) of the State CEQA Guidelines. Thus, no further environmental review is required. BOARD /COMMISSION RECOMMENDATION n/a DISCUSSION As part of a long -term workforce investment initiative, Qualcomm developed a maker space, lab and accompanying program for middle schoolers called Thinkabit at their Sorrento Valley headquarters. Designed to inspire an interest and confidence is pursuing engineering and technology careers, it rapidly became extremely popular with long waiting lists. So Qualcomm reached out to create satellite Thinkabit labs in three county school districts, one of which was CVESD. Because of the success and popularity of CVESD's lab at Feaster Charter School, and the difficulty of South Bay classes to visit Sorrento Valley, Qualcomm was interested in a second South Bay site. CVESD and the Chula Vista Public Library have a very cooperative relationship and the school district was aware of the underused lower level of the Civic Center Library. When the question of a lab site developed, CVESD remembered the potential of the library space, introduced the space to Qualcomm, who were City of Chula Vista Page 1 of 3 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 13 File #: 16 -0164, Item #: 1. very enthusiastic about the possibility. This requested appropriation consists of $25,000 from one -time sales tax revenues and $34,650 from Federal Library Services and Technology Act funds received from the California State Library via an off -cycle grant. Additional financial support is being provided by the Friends of Chula Vista Library. Qualcomm is contributing curriculum, design, and branding, plus lab benches and other furnishings. The school district will staff the lab with certificated and specially trained engineering teachers and is also contributing custodial support. Siting the lab in the library gives it a unique community dimension that is a first. There will be continuous field trips for the school district during the school day. But then, in addition, during afterschool, evening and weekend hours, the lab will offer community access with qualified CVESD teachers on site. The lab experience will be available to other students, older teens, homeschoolers, family groups, veterans, career changers, and anyone who want to learn to code, experiment and tinker in a free friendly neighborhood setting. The Thinkabit lab is scheduled to open in July 2016, in time for the new school year. 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(x)(11), for purposes of the Political Reform Act (Cal. Gov't Code §871 00,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: Operational Excellence, Economic Vitality, Healthy Community, Strong and Secure Neighborhoods and a Connected Community. The Thinkabit Lab supports the Economic Vitality Goal by supporting school success and a career path to high - paying jobs for Chula Vista students and other residents. CURRENT YEAR FISCAL IMPACT Staff is requesting an appropriation of $59,650 to the Non CIP Project expenditure category of the Non - Departmental budget to the newly retitled Civic Center Library Remodel project. This appropriation will be offset by unanticipated one -time sales tax revenues resulting from the end of the triple flip and Federal Library Services and Technology Act funds received from the California State Library via an off-cycle grant. There is no net fiscal impact to the General Fund as a result of this action. ONGOING FISCAL IMPACT There is no ongoing fiscal impact to the General Fund. City of Chula Vista Page 2 of 3 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 14 File #: 16 -0164, Item #: 1. ATTACHMENT Resolution Staff Contact: Betty Waznis, Library Director City of Chula Vista 2016 -04 -12 Agenda Packet Page 3 of 3 Printed on 4/7/2016 powered by Le istarTM Page 15 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROPRIATING $59,650 TO SUPPORT CONSTRUCTION OF A THINKABIT LAB AT THE CIVIC CENTER LIBRARY WHEREAS, Qualcomm, the Chula Vista Elementary School District, and the City of Chula Vista have proposed a "Thinkabit" science lab at the Civic Center Library; and WHEREAS, careers in STEM (Science, Technology, Engineering and Mathematics) are the most in demand and highest paying jobs in the current and future economic landscape; and Whereas, the City of Chula Vista actively invests in and promotes workforce initiatives to grow high paying careers for Chula Vista residents; and Whereas, underused space necessary for past technology is now available in the lower level of the Civic Center Library; and Whereas, additional funding for space renovation is being provided by the Friends of Chula Vista Library and the Federal Library Services and Technology Act funds received from the California State Library via an off -cycle grant; and Whereas, community classes in STEM subjects will be provided as well as school field trips so that the entire community can improve science and technology knowledge and skills; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it appropriate $59,650 to support construction of a Thinkabit Lab at Civic Center Library Presented by Approved as to form by Betty Wazni s Library Director Glen R. Googins City Attorney 2016 -04 -12 Agenda Packet Page 16 .� Emma CITY OF CHULAVISTA File #: 16 -0145, Item #: 2. City of Chula Vista Staff Report A. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A PURCHASE AND SALE AGREEMENT WITH SILVERGATE CHURCH CV, LLC, TO SELL ASSESSOR PARCEL NOS. 568 - 071 -21 AND 568- 071 -22 FOR $4551000 B. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A PURCHASE AND SALE AGREEMENT WITH TIERRA DEL SOL INVESTMENTS TO SELL ASSESSOR PARCEL NO. 568 - 071 -01 FOR $400,000 RECOMMENDED ACTION Agency adopt the resolutions. SUMMARY Assembly Bills X1 26 and 1484 and Senate Bill 107 ( "Dissolution Laws ") include many requirements for the dissolution of redevelopment agency activities, including the disposition of real property, other than housing assets. The Dissolution Laws generally require the Successor Agency to dispose of assets and property of the former redevelopment agency for either 1) limited public uses or 2) disposition into the private market. Disposition is to occur expeditiously and with a view toward maximizing value, with the disposition proceeds distributed to the affected taxing entities. The former redevelopment agency -owned property referred to in Resolution A ( "Property A ") is recommended to be sold to Silvergate Church CV, LLC for the appraised value of $455,000 as indicated by an MAI appraisal prepared in August 28, 2015. The property referred to in Resolution B ( "Property B ") is recommended to be sold to Tierra del Sol Investments, for the appraised value of $400,000 as indicated by an MAI appraisal prepared November 24, 2015. SB 107 requires approval of the sale by the Oversight Board (which occurred on March 14, 2016) and the Successor Agency to the former Redevelopment Agency. ENVIRONMENTAL REVIEW Environmental Notice Approval of the Purchase and Sale Agreement by the Successor Agency is not a Project within the meaning of section 15378 of the CEQA Guidelines. The City, as Lead Agency within the meaning of section 15367 of the CEQA Guidelines, will conduct required CEQA analysis for the development of the properties, via its Planning Commission as part of the design review process pursuant to Public Resources Code section 21151. Environmental Determination The Successor Agency has determined that approval of the Purchase and Sale Agreements by the City of Chula Vista Page 1 of 4 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 17 File #: 16 -0145, Item #: 2. Successor Agency is not a Project within the meaning of section 15378 of the CEQA Guidelines. The City, as Lead Agency within the meaning of section 15367 of the CEQA Guidelines, will conduct required CEQA analysis for the development of the properties via its Planning Commission as part of the design review process pursuant to Public Resources Code section 21151. BOARD /COMMISSION RECOMMENDATION The Purchase and Sale Agreements for both properties were approved by the Oversight Board of the Successor Agency to the Redevelopment Agency for the City of Chula Vista at their March 14, 2016 meeting. DISCUSSION The Dissolution Laws include many requirements for the dissolution of redevelopment agency activities, including the disposition of real property, other than housing assets. The Dissolution Laws generally require the Successor Agency to dispose of assets and property of the former redevelopment agency for either 1) limited public uses or 2) disposition into the private market. Disposition is to occur expeditiously and with a view toward maximizing value, with the disposition proceeds distributed to the affected taxing entities. Health and Safety Code section 34191.5 requires Successor Agencies to prepare a Long -Range Property Management Plan ( "LRPMP ") within six months of receiving the Finding of Completion from the Department of Finance. The Successor Agency received its Finding of Completion on May 71 2013, and the LRPMP was approved by DOF on July 15, 2014. On September 22, 2015, the Governor signed SB 107, which gave Successor Agencies and Oversight Boards more discretion regarding the retention or disposition of parking facilities and lots dedicated solely to public parking. Under SB 107, the Successor Agency is allowed to amend its approved LRPMP once to allow for the retention of such parking facilities /lots. However, parking facilities and lots dedicated solely to public parking do not include properties that, as of the date of transfer pursuant to the amended long -range property management plan, generate revenues in excess of reasonable maintenance costs of the properties. Because the revenues for Property A exceed the maintenance costs, the property is not eligible to be retained per SB 107. Property B has been vacant for several years, and has not been used a public parking lot at any time. The LRPMP called for the sale of Property A and Property B, and staff recommends that those sales now proceed without any amendment to the LRPMP for these properties. In February 2015, the Successor Agency issued a request for proposal to select a realtor to assist in the sale of parcels identified in the LRPMP, including "Property A" and "Property B ". South Coast Commercial was selected as the most qualified respondent. In June 2015, South Coast Commercial commenced marketing the properties. This included listing the property on real estate websites and directly marketing the properties to over 20,000 local and national realtors and investors. Property A Property A is to be sold as fully described in a "REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" ( "Agreement" or "PSK) attached to this staff report as Attachment 1. Property A is a parking lot located at 230 Church Avenue. The property is located in the Urban Core Specific Plan area. Further, the property is within the Third Avenue business district as well as adjacent to existing single and multi - family residential development (see "Attachment 2 - Site Map "). City of Chula Vista Page 2 of 4 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 18 File #: 16 -0145, Item #: 2. For Property A, the Successor Agency received four offers to purchase. In reviewing the offers, staff looked at several factors, including the purchase price, buyer's in -fill development experience and the consistency of their project proposal with the Urban Core Specific Plan. Of the four offers, Silvergate Church CV, LLC ( "Silvergate ") was both the highest purchase price and the most qualified respondent. Silvergate retained Robert E. James and Associates ( "REX), a certified appraiser. In August 2015, REJ determined the value of the property to be $455,000. The purchase price of $455,000 equates to approximately $40 per square foot, which is comparable to recent sales activity in the area. Staff has reviewed the appraisal and concurs with the conclusions of the appraiser. Once the sale has been approved, escrow will be opened and the Buyer will begin the design review process. Once the Buyer has received design review approval, the purchase will be completed within 60 days. The Successor Agency plays no role in said design review approval. Instead, the City, via its Planning Commission, is responsible for said approval. Property B Property B is to be sold as fully described in a "REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" ( "Agreement" or "PSA ") attached to this staff report as Attachment 3. Property B is located at 201 Third Avenue, and has been vacant for several years. The previous use on the site was a gas station that ceased operations in in approximately 1988. The County of San Diego Department of Environment Health Land and Water Quality Division issued a Case Closure Summary for the site in 2002. Because the site has never been used as a parking lot, the property is not eligible to be retained per SB 107. For Property B the Successor Agency received one offer to purchase. The offer of $400,000 by Tierra del Sol Investments, California Corporation ( "Buyer B "), was deemed acceptable (subject to the appraisal). The purchase price of $400,000 equates to approximately $40 per square foot, which is comparable to recent sales activity in the area at the time of the appraisal. Once developed, the development of the subject property will return the property to the tax rolls and provide long term revenue to the taxing entities. As mentioned above, the Property B was previously used as a gas station. The buyer of the site will conduct a Phase 1 Environmental Site Assessment (ESA). The agreement for Property B, as modified by counsel for the Buyer, gives Tierra del Sol Investments certain rights not addressed in the other transactions. These may be summarized as follows: (i) despite the fact that the Property B's appraisal does not reflect any need for environmental remediation, Property B may have some level of environmental contamination, (ii) the Buyer will pay for a Phase I Environmental Site Assessment (ESA) and any additional environmental studies that the Buyer deems necessary and appropriate, (iii) the Buyer will remain financially responsible for its Phase I ESA in all events, (iv) if the Buyer decides to close, the Buyer will get a credit at closing for the costs of any additional environmental studies it performs, as well as Buyer's clean -up efforts, and the costs of regulatory approvals of Property B, (v) if the Buyer decides not to close based upon its investigation of the environmental condition of Property B, it will absorb the entire cost of that investigation as well as any other investigations, clean -up efforts, and regulatory approval process(es) undertaken, (vi) the Buyer has requested, and the Agency staff has agreed to allow the Buyer to assign its rights under the purchase and sale agreement to a third party, subject to review and approval by Agency staff, before closing. Buyer B retained Integra Realty Resources (IRR), an MAI certified appraiser. In November 2015, IRR determined the value of the property to be $400,000. Again, this appraised value does not account for any contamination of Property B. Staff has reviewed the appraisal and concurs with the conclusions of the appraisal. Once the sale has been approved, escrow will be opened and the Buyer will begin the design review process and other environmental studies, as set forth in the PSA. Once the Buyer has received design review approval, the purchase will be completed within 60 days. Again, the Successor Agency plays no role in said design review approval. Instead, the City, via its Planning Commission, is responsible for said approval. DECISION -MAKER CONFLICT For Property A, Staff has reviewed the property holdings of the City Council and has found that Mayor Salas has real property holdings within 500 feet of the boundaries of the properties which are the subject of this action. Consequently, pursuant to California Code of Regulations Title 2, sections 18700 and 18702.2(x)(11), this item presents a disqualifying real property - related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.) for the above - identified member. Staff has also found that a potential conflict of interest may exist for Councilmember Miesen because it may be City of Chula Vista Page 3 of 4 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 19 File #: 16 -0145, Item #: 2. reasonably foreseeable that a financial effect on a business entity in which Councilmember Miesen has a financial interest may be material For Property B, 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(x)(11), for purposes of the Political Reform Act (Cal. Gov't Code §87100,et seq.). However, Staff has found that a potential conflict of interest may exist for Councilmember Miesen because it may be reasonably foreseeable that a financial effect on a business entity in which Councilmember Miesen has a financial interest may be material Otherwise, 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: Operational Excellence, Economic Vitality, Healthy Community, Strong and Secure Neighborhoods and a Connected Community. The sale and ultimate development of the two sites supports the Economic Vitality goal as it seeks to foster opportunities for investment in Western Chula Vista. CURRENT YEAR FISCAL IMPACT Property A currently generates approximately $930 per month in revenue. The City will continue to receive revenue until the close of escrow, which is anticipated to be in the summer of 2016. Once the property is sold to Silvergate, the City will no longer collect the parking revenue for this site. Property B has been vacant for over fifteen years. Thus, there will be no loss of revenue due to the sale of this property in the current fiscal year. ONGOING FISCAL IMPACT Property A currently generates approximately $930 per month in parking revenue. The parking revenue will no longer be generated once this property is sold. Property B currently derives neither parking revenue nor property taxes. Property B will generate property tax revenue to the City once it is sold and added back to the tax roll. The City is projected to generate an ongoing positive fiscal impact from the sale of Property B from increased property tax revenues once this property is fully developed and reassessed at the higher value. ATTACHMENTS 1. Purchase and Sale Agreement - Silvergate 2. Vicinity Map - 230 Church Avenue 3. Purchase and Sale Agreement - Tierra del Sol 4. Vicinity Map - 201 Third Avenue Staff Contact: Craig Ruiz, Principal Economic Development Specialist City of Chula Vista Page 4 of 4 Printed on 4/7/2016 TM 2016 -04 -12 Agenda Packet powered by L aige 20 SUCCESSOR AGENCY RESOLUTION NO. 2016- RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A PURCHASE AND SALE AGREEMENT WITH SILVERGATE CHURCH CV, LLC, TO SELL ASSESSOR PARCEL NOS. 568- 071 -21 AND 568- 071-22 FOR $455,000 WHEREAS, the passage of AB 26X1, AB 1484, and SB 107, (collectively "Dissolution Laws ") were chaptered by the Secretary of State on June 29, 2011, June 27, 2012, and September 221 2015, respectively; and WHEREAS, the Dissolution Laws required that successor agencies "wind down" their affairs, including the disposal of their real property assets pursuant to a State Department of Finance ( "DOF ") approved "Long -Range Property Management Plan" ( "LRPMP "); and WHEREAS, the DOF approved the Successor Agency's LRPMP on July 15, 2014; and WHEREAS, the LRPMP identified various parcels for disposal by the Successor Agency via sale to a private party, including the parcels which are the subject of this Resolution; and WHEREAS, in February, 2015, the Successor Agency issued a request for proposal to select a realtor to assist in the sale of six properties identified in the LRPMP; and WHEREAS, the Successor Agency selected South Coast Commercial realtors to assist the Successor Agency in the sale of the properties; and WHEREAS in June, 2015, the South Coast Commercial advertised the properties for sale and directly marketed the property to over 20,000 individuals and companies nation -wide; and WHEREAS in June, 2015, the Mayor and Successor Agency staff hosted a walking tour of the six properties with potential buyers; and WHEREAS, in July, 2015, the Successor Agency received three bids for the purchase and development of two parcels, identified as Assessor's Parcel Nos. 568- 071 -21, and 568 -071- 22 (the "Parcels "), the Parcels having been approved for disposition by sale to a third party under the LRPMP and being the property addressed by this Resolution; and WHEREAS, the proposal submitted by Drs. Mark Willoughby and Erik Mofong (now Silvergate Church CV, LLC ( "Buyer ")), was determined to the best qualified offer to purchase and develop the Parcels; and WHEREAS, Buyer submitted an appraisal by Robert E. James and Associates, dated August 28, 2015, which determined the value of the Parcels to be $455,000.00; and 2016 -04 -12 Agenda Packet Page 21 Successor Agency Resolution No. 2016 - Page 2 WHEREAS, March 14, 2016, the Oversight Board, as required by the Dissolution Laws, approved the Purchase and Sales Agreement between Buyer and the Successor Agency, for the amount of $455,000.00; and WHEREAS, the Successor Agency's action to approve the Purchase and Sale Agreement is not a "project," within the meaning of CEQA Guidelines Section 15378, and that additional CEQA analysis for the development of said property will be conducted by the City, as the "Lead Agency," within the meaning of CEQA Guidelines Section 15367, via its Planning Commission pursuant to Public Resources Code section 21151; and WHEREAS, the Successor Agency desires to sell the Parcels to Buyer, via that certain "REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" between the Successor Agency and Buyer (the "Agreement "), for the amount of $455,000.00, determined by the Successor Agency to be a fair and reasonable price for the purchase of the Parcels that will affect the sale and development of the Parcels expeditiously in a manner aimed at maximizing value; and NOW, THEREFORE, THE SUCCESSOR AGENCY FOR THE CHULA VISTA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Recitals set forth above are true and correct, and are incorporated into this Resolution by this reference. Section 2. The Agreement between the Successor Agency and Silvergate Church CV, LLC, ( "Buyer ") to sell Assessor's Parcel Nos. 568- 071 -21 and 568- 071 -22 to the latter for the price of $455,000.00, plus any fees, charges and costs accrued during due diligence and /or escrow, in the form substantially presented to the Successor Agency and Oversight Board, a true and correct copy of which is maintained as a public record in the Office of the Chula Vista City Clerk, is hereby approved by the Successor Agency. Section 3. The City Manager, in his capacity as the Executive Officer for the Successor Agency, is authorized to execute all required documents to effectuate the sale of these Parcels to Buyer and to make changes in documents related to said sale as may be required or approved by the City Attorney, in his capacity as General Counsel to the Successor Agency. Presented by Approved as to form by Eric Crockett Glen R. Googins Director of Economic Development General Counsel 2016 -04 -12 Agenda Packet Page 22 SUCCESSOR AGENCY RESOLUTION NO. 2016- RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A PURCHASE AND SALE AGREEMENT WITH TIERRA DEL SOL INVESTMENTS TO SELL ASSESSOR PARCEL NO. 568-071-01 FOR $400,000 WHEREAS, the passage of AB26X, AB 1484 and SB 107, (collectively the "Dissolution Laws ") were chaptered with the Secretary of State on June 29, 2011, June 27, 2012, and September 22, 2015 respectively; and WHEREAS, the Dissolution Laws required that successor agencies "wind down" their affairs, including the disposal of their real property assets pursuant to a Department of Finance ( "DOF ") approved "Long -Range Property Management Plan" ( "LRPMP "); and WHEREAS, the DOF approved the Successor Agency's LRPMP on July 15, 2014; and WHEREAS, the LRPMP identified various parcels for disposal by the Successor Agency via sale to a private party, including the parcel which is the subject of this Resolution; and WHEREAS, the in February, 2015, the Successor Agency issued a request for proposal to select a realtor to assist in the sale of six properties identified in the LRPMP; and WHEREAS, the Successor Agency selected South Coast Commercial realtors to assist the Successor Agency in the sale of the properties; and WHEREAS in June, 2015, the South Coast Commercial advertised the properties for sale and directly marketed the property to over 20,000 individuals and companies nation -wide; and WHEREAS in June, 2015, the Mayor and the Successor Agency hosted a walking tour of the six properties for potential buyers; and WHEREAS, in July, 2015, the Successor Agency received one for the purchase and development of a parcel, identified as Assessor's Parcel No. 568- 071 -01 (the "Parcel "), the Parcel having been approved for disposition by sale to a third party under the LRPMP and being the property addressed by this Resolution; and WHEREAS, the proposal submitted by Tierra del Sol Investments, a California corporation ( "TDSI "), was determined to the best qualified offer to purchase and develop the Parcel; and WHEREAS, TDSI submitted an appraisal by Integra Realty Resources, dated November 241 2015, which determined the value of the Parcel to be $400,000.00; and 2016 -04 -12 Agenda Packet Page 23 Successor Agency Resolution No. 2016 - Page 2 WHEREAS, March 14, 2016, the Oversight Board, as required by the Dissolution Laws, approved the Purchase and Sales Agreement between the Tierra del Sol Investments and the Successor Agency for the amount of $400,000.00; and WHEREAS, the Successor Agency's action to approve the Purchase and Sale Agreement is not a "project," within the meaning of CEQA Guidelines Section 15378, and that additional CEQA analysis for the development of said property will be conducted by the City, as the "Lead Agency," within the meaning of CEQA Guidelines Section 15367, via its Planning Commission pursuant to Public Resources Code section 21151; and WHEREAS, the Successor Agency desires to sell the Parcel for the amount of $400,000.00, determined by the Successor Agency to be a fair and reasonable price for the purchase of the Parcel that will affect the sale and development of the Parcel expeditiously in a manner aimed at maximizing value; and NOW, THEREFORE, THE SUCCESSOR AGENCY FOR THE CHULA VISTA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Recitals set forth above are true and correct, and are incorporated into this Resolution by this reference. Section 2. The "REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" between the Successor Agency and TDSI (the "Agreement "), to sell Assessor's Parcel No. 568- 071 -01 to the latter for the price of $400,000.00, with adjustment per the Agreement as to certain fees, charges and costs accrued during due diligence and /or escrow, in the form substantially presented to the Successor Agency and Oversight Board, a true and correct copy of which is maintained as a public record in the Office of the City Clerk, is hereby approved by the Successor Agency. Section 3. The City Manager, in his capacity as the Executive Officer for the Successor Agency, is authorized to execute all required documents to effectuate the sale of the Parcel to TDSI, and to make changes in documents related to said sale as may be required or approved by the City Attorney, in his capacity as General Counsel to the Successor Agency. Presented by Approved as to form by Eric Crockett Glen R. Googins Director of Economic Development General Counsel 2016 -04 -12 Agenda Packet Page 24 REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Former Redevelopment Agency of the City of Chula Vista BUYER: Silvergate Church CV, LLC DATED: This Agreement is effective upon the later date of approval by both the Oversight Board and the Successor Agency and execution of said Agreement by both parties. 538/026779 -0001 898355.05 a04/05/16 DOCSOC/1494229v3/024212 -0005 -I- 2016-04-12 Agenda Packet Page 25 BASIC TERMS Effective Date: This Agreement is effective upon the later date of approval by both the Oversight Board and the Successor Agency and execution of the Agreement by the Parties. Property: Real property generally known as: Assessor Parcel Nos. 568- 071 -21 and 568 - 071 -22 Seller: Successor Agency to the Redevelopment Agency for the City of Chula Vista Seller's Address: 276 Fourth Avenue, Chula Vista CA 91910 Buyer: Silvergate Church CV, LLC Buyer's Address: To be provided Purchase Price: $ 455,000 Outside Closing Date (or Closing) May 31, 2016 Title Company Fidelity National Title 4370 La Jolla Village Dr. #860, San Diego, CA 92122 Title Officer — Tim Noonan DOCSOC/1494229v3/024212 -0005 2016 -04 -12 Agenda Packet Page 26 REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( "Agreement ") dated September 1St, 2015, for reference purposes only, is by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY For THE CITY OF CHULA VISTA, a state created entity pursuant to Assembly Bill ( "AB ") 26 -X1 (Health and Safety Code sections 34173(a) and (g))( "Agency" or "Seller "), and Silvergate Church CV, LLC, ( "Buyer ") for the acquisition by Buyer of all of Seller's interests, tangible and intangible, in that certain Property defined and described below. The Effective Date shall be the date on which both the Agency's governing body and the second government entity called the Oversight Board of the Successor Agency for the Chula Vista Redevelopment Agency ( "Oversight Board ") duly considered and taken action to approve this Agreement, and Agency's representative and Buyer's representative have executed this Agreement. RECITALS WHEREAS, Seller owns fee title to certain vacant and undeveloped real property located in the City of Chula Vista, California, commonly identified as San Diego County Assessor's Parcel Nos. 568 - 071 -21 and 568 - 071 -22 (in the aggregate, the "Property "). The Property is legally described in Exhibit A and depicted in Exhibit B, both attached hereto and incorporated herein by these references. WHEREAS, Buyer desires to purchase the Property and has made a bona fide offer to the Agency to purchase the Property, and; WHEREAS, subject to the terms and conditions herein, Agency desires to sell the Property to Buyer. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement. Seller shall convey to Buyer fee simple, marketable title with the condition of title for the Property meeting the requirements of Section 3 herein for which Seller is responsible. The term "Property" is defined inclusively and collectively for and under this Agreement as the following: (a) The fee interest in the Property; (b) All improvements, if any, to the Property; (c) All of Seller's rights, privileges, easements, licenses and interests, both tangible and intangible, appurtenant to the Property. "Property" shall be deemed to include, without limitation, all royalties, minerals, oil and gas rights and profits, water and water rights (whether or not appurtenant) derived from the Property that are owned by Seller; 2 2016 -04 -12 Agenda Packet Page 27 (d) All moveable and immovable personal property, equipment, supplies, furniture, and fixtures owned by Seller and located at the Property, if any, as of Closing, and (e) All licenses, permits, authorizations and approvals issued by governmental authorities with respect to the Property and the improvements thereon. 2. Purchase Price and Payment of Purchase Price. (a) All Inclusive Purchase Price. The Purchase Price for the Property shall be the sum of Four Hundred Fifty Five Thousand Dollars ($455,000). The purchase price to be paid by Buyer pursuant to this Section is hereinafter referred to as the "Purchase Price." Said Purchase Price shall be based on an approved mutually agreeable appraisal dated September 2, 2015, conducted by Robert E. James and Associates, the City's approved appraiser located in La Mesa, California (City /State). (b) Payment of Purchase Price. Buyer shall pay Purchase Price in accordance with the Escrow Instructions. 3. Escrow and Title Matters. (a) Escrow and Closing. (i) Opening of Escrow. For the purposes of this Agreement, the escrow ( "Escrow ") shall be deemed opened ( "Opening of Escrow ") on the date that the title company holding and managing the Escrow for Buyer and Seller ( "Escrow Holder ") receives a copy of this Agreement fully executed by Seller and executed and attested by Buyer. Further, Buyer shall deliver to Escrow a deposit of Five Thousand Dollars ($5,000.00) ( "Buyer's Deposit ") concurrently with the delivery of the signed Agreement. Should the Buyer not receive Design Review approval as described in Section 7(d)(ii), the Buyers Deposit shall be fully refundable. Buyer and Seller shall use reasonable efforts to cause the Opening of Escrow to occur on or before ten (10) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental Escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no instrument shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of an instrument and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no instrument shall extinguish any obligations imposed by this Agreement or any other contract between Seller and Buyer. (ii) Closiny, For purposes of this Agreement, the "Closing" or "Closing Date" shall be the date the Grant Deed (as defined below) is recorded pursuant to applicable law in the Official Records of San Diego County. Unless changed in writing by Buyer and Seller (via the City Manager acting in their capacity as Executive Director of Agency), the Closing shall occur within sixty (60) days of the end of the City's Design Review process described in Section 7(d)(ii). If the Closing has not, for any reason, occurred by May 31, 2016, the "Outside Closing Date" (as it may be extended pursuant to the immediately 3 2016 -04 -12 Agenda Packet Page 28 preceding sentence), then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the Outside Closing Date; provided, however, that if there is a Seller Default or a Buyer Default under this Agreement at the time of the termination, then the termination shall not affect the rights and remedies of the non - defaulting party against the defaulting party. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon thereafter as Buyer's and Seller's Conditions Precedent to Closing are satisfied pursuant to Sections 7(a) and 7(b) of this Agreement. (b) Title Matters. (i) Buyer's Title Policy. Concurrently with the Closing, the Escrow Holder in its capacity as an insurer of title (the "Title Company ") shall issue to Buyer a 2006 CLTA or ALTA, at the option of Buyer, owner's policy of title insurance (amended 6/17/06) without arbitration provisions in the amount of the Purchase Price, showing fee title to the Property vested solely in the Buyer, with all property taxes and assessments shown as paid, The premium for the Buyer's Title Policy and any endorsements required by Seller and Buyer shall be charged to Buyer as described in Section 11, subdivisions (a) and (b). Buyer may require, as a Buyer's Condition Precedent to the Closing, that Seller execute an estoppel agreement and /or a subordination agreement in a form acceptable to Buyer, confirming that, as of the Closing, (a) the Seller shall have no further interest in the Property or any portion thereof or any improvements thereon. (ii) No New Liens or Exceptions. Buyer hereby objects to any and all liens and exceptions to title not shown on the preliminary title report procured by the Agency and prepared in relation to this Agreement by Escrow Holder ( "Preliminary Title Report'). Further, during the period commencing on the Effective Date and continuing until the Closing, Seller agrees it shall not cause any new or modified lien or encumbrance to title to become of record against the Property, unless such lien or encumbrance is approved in writing by Buyer. Each and every new lien or encumbrance shall be subj ect to Buyer's prior written consent and unless and until approved by Buyer shall be deemed a disapproved exception to title that shall be removed by Seller at Seller's sole cost as a condition to Closing. 4. Seller's Delivery of Property Documents. (a) Seller's Delivery of Property Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer complete, true, and legible copies of the following items (collectively, "Property Documents "): (i) Copies of tax bills, including assessments, if any. (ii) Proof of Sellers' authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company. (iii)Each and every contract, agreement, license and lease relating to and /or affecting the Property, specifying which of such contracts, agreements, licenses, and /or leases are anticipated to bind Buyer or affect the Property following the Close of Escrow, if any, 4 2016 -04 -12 Agenda Packet Page 29 with the exception of the Preliminary Title Report which shall be handled as set forth in Section 3(b). (b) Property Documents delivered to Buyer. Within thirty (30) days of the Effective Date, unless extended by mutual agreement, Seller shall deliver to Buyer the following Property Documents: (i) The Preliminary Title Report 5. Buyer's Right of Entry and Tests of Property. From and after the Effective Date through the earlier to occur of the termination of this Agreement or the Closing Date, Seller shall permit Buyer and Buyer's employees, agents, Buyers and contractors to enter upon the Property during normal business hours, provided twenty four (24) hours prior notice has been given to Seller, for the purpose of conducting any physical and legal inspections, investigations, assessments, tests, and studies as Buyer in its sole discretion elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; surveying; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and /or investigations, including without limitation the presence, release, and /or absence of adverse soils conditions, adverse groundwater conditions, asbestos, lead based paint, and /or Hazardous Materials, as hereinafter more fully defined and described (collectively, "Tests "). (a) Conditions to Right of Entry for Tests. As a condition to conducting any Tests, Buyer shall (i) prior to entry, notify Seller not less than twenty four (24) hours in advance of the purpose of the intended entry and provide to Seller the names and affiliations of the entity or person(s) entering the Property; (ii) conduct all Tests in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Property; (iii) comply with applicable laws and governmental regulations in conducting such Tests; (iv) keep the Property free and clear of materialmen's liens, lis pendens and other liens arising out of entry onto the Property for such Tests performed by or on behalf of Buyer; (v) Buyer to maintain, or Buyer to cause to be maintained by Buyer's contractor(s), workers' compensation insurance on all persons entering the Property for such Tests in the amounts required by the State of California; (vi) Buyer to maintain, or Buyer to cause to be maintained by Buyer's contractor who will be entering the Property, commercial general liability insurance policy with a financially responsible insurance company (or as to Buyer its membership in a joint powers insurance authority with comparable coverage) covering any and all liability of Buyer and its agents, contractors, Buyers and employees, with respect to or arising out of the Tests conducted at the Property, written on a per occurrence and not claims made basis in a combined single limit of not less than One Million Dollars ($1,000,000); and (vii) promptly repair any and all damage to the Property from such Tests caused by Buyer, its agents, employees, contractors, or Buyers and return the Property to its original condition (subject to the Tests conducted) following Buyer's entry. Buyer shall indemnify, defend, and hold harmless Seller and its agents from and against any and all loss, cost, liability or expense (including reasonable attorneys' fees) arising from the entry(ies) of Buyer, its agents, contractors, Buyers, and employees upon the Property for and related to such entry and Tests or from Buyer's failure to comply with the conditions to Buyer's entry onto the Property for such Tests. Such indemnity shall survive the Close of Escrow or the termination of this 2016 -04 -12 Agenda Packet Page 30 Agreement for any reason, but shall be limited to actions and inactions arising from and related to such entry onto the Property and /or the Tests. 6. Due Diligence. (a) Buyer's Due Diligence Period. Buyer shall have a period of forty -five (45) calendar days from the Effective Date of this Agreement to conduct its due diligence with respect to the Property and determine whether it elects to terminate this Agreement pursuant to section 6(b)(i)]. (b) Buyer's Right to Terminate. The Buyer shall have the right to terminate this Agreement on or before ten (10) calendar days following the termination of the due diligence period by providing the Agency with a written notice of its exercise of this provision to terminate. (i) In the event that Buyer fails to deliver such notice, then such failure shall be deemed Buyer's election not to terminate this Agreement. 7. Conditions Precedent to Close of Escrow and Termination Rights. (a) Buyer's Conditions Precedent. The Closing and Buyer's obligation to buy the Property and to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, "Buyer's Conditions Precedent ") on or before the Closing Date or such earlier time as provided for herein, which are for Buyer's benefit only. (1) No Termination as a Result of Buyer's Due Dilivence Review. This Agreement shall not have terminated pursuant to Section 6(b) as a result of Buyer's review and inspection of the Preliminary Title Report, the Property Documents to, and /or the Tests on the Property. (2) Seller Title. Seller shall have fee title to the Property. (3) Buyer's Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to provide Buyer's Title Policy for the Property upon the Closing, in accordance with Section 3(b). (4) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing. (5) No Seller Default. As of the Closing, there shall be no Seller Default under this Agreement. (b) Seller's Conditions Precedent. The Closing and Seller's obligation to sell the Property and consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, "Seller's Conditions Precedent ") on or before the Closing Date or such earlier time as provided for herein, which are for Seller's benefit only: 0 2016 -04 -12 Agenda Packet Page 31 (1) No Buyer Default. As of Closing, there shall be no Buyer Default under this Agreement. (2) Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing. (3) Delivery of Funds and Documents. Buyer shall have delivered all funds and documents and other items described in Section 9. (c) Waiver. Buyer may at any time or times, at its election in its sole and absolute discretion, waive any of the Buyer's Conditions Precedent set forth in Section 7(a), but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller and Escrow Holder. Seller may at any time or times, at its election in its sole and absolute discretion, waive any of the Seller's Conditions Precedent set forth in Section 7(b) above, but any such waiver shall be effective only if contained in a writing signed by Seller and delivered to Buyer and Escrow Holder. (d) Termination. In the event that each of the Buyer's Conditions Precedent set forth in Section 7(a) is not fulfilled by the Outside Closing Date, or such earlier time period as provided for herein or waived by Buyer pursuant to Section 7(c), and provided there is no Buyer Default under this Agreement, Buyer may at its option terminate this Agreement and the Escrow opened hereunder. In the event each of the Seller's Conditions Precedent set forth in Section 7(b) is not fulfilled by the Outside Closing Date, or such earlier time period as provided for herein or waived by Seller pursuant to Section 7(c), and provided there is no Seller Default under this Agreement, Seller may at its option terminate this Agreement and the Escrow opened hereunder. Notwithstanding the foregoing, if Escrow is not in a position to close due to a party's failure to deposit into Escrow any documents or funds required for the Closing of Escrow, the non - defaulting party shall not have the right to terminate this Agreement without first having given the defaulting party notice of the default and five (5) days to cure the default, with the understanding that it is the parties' desire that this Agreement not terminate as a result of a technicality such as a party's inadvertent failure to timely make a deposit of a document or money into Escrow. No termination under this Agreement shall release either party then in default from liability for such default. In the event this Agreement is terminated, (i) all documents and funds delivered by Seller to Buyer or Escrow Holder shall be returned immediately to Seller, provided there is no Seller Default, and likewise (ii) all documents and funds delivered by Buyer to Seller or Escrow Holder shall be returned immediately to Buyer. (i) If Escrow fails to close due to a party's default or breach, the defaulting or breaching party shall pay all Escrow Cancellation Charges. If Escrow fails to close for any other reason, the Buyer shall pay all Escrow Cancellation Charges. The term "Escrow Cancellation Charges" shall mean all fees, charges and expenses actually charged by Escrow Holder and the Title Company to the parties in connection with the cancellation of the Escrow and the title order, if any. (ii) This sale of property shall be subject to review and approval by the Agency and the Oversight Board pursuant to redevelopment agency dissolution legislation including, but not limited to, AB 26, AB 1484, and SB 107. In addition, the real estate development project that Buyer plans to implement at the Property ( "Project ") is subject to approval 7 2016 -04 -12 Agenda Packet Page 32 via the Design Review Process by City staff and reviewed by the City's Planning Commission (in the aggregate, the "Design Reviewers "). City's Design Review process will end upon City's Planning Commission approving or denying Buyer's plans for the Project, subject only to the right of appeal to the City Council. The City, including, but not limited to, its staff, Planning Commission, and City Council, retains any and all discretion to approve or not approve the Project. Furthermore, this Agreement cannot and does not directly or indirectly limit the exercise of the City's discretion (including staff, Planning Commission, and City Council) with respect to the Project. If the Agency, or the Oversight Board does not approve the sale of Property, or if the Design Reviewers do not approve Buyer's Project, or City Council on appeal, the Agency may terminate this Agreement and sale, with each party bearing their own costs, but the Agency shall pay Escrow Cancellation charges. Buyer understands and agrees that it shall hold Agency, the Oversight Board, and the City, including their elected or appointed officials, directors, officers, employees, Board and Commission members (including Planning Commission), agents, contractors, and invitees (in the aggregate, "Related Parties ") harmless for such termination. Further, Buyer shall not pursue and waives any and all causes of action or claims against the Agency, Oversight Board and the City or any of their respective Related Parties. 8. Seller's Deliveries to Escrow Holder. At least two (2) business days prior to the Closing Date, except as to possession of the Property which shall be delivered as of Closing, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged: (a) Grant Deed. The Grant Deed in the form attached hereto as Exhibit B ( "Grant Deed "), duly executed by Seller and acknowledged. (b) Bill of Sale. If required by Buyer, the Bill of Sale, in the form attached hereto as Exhibit F, duly executed by Seller, with a list of all FF &E relating to the Property (c) Licenses, Certificates, and Permits. To the extent the same are within the actual or constructive knowledge of, or in the possession, custody or control of, Seller and are applicable and /or transferable to Buyer, all original licenses, certificates and permits pertaining to the Property and beneficial for, or necessary for, or affecting the use or occupancy thereof. (d) FIRPTA /Tax Exemption Forms. Transferor's Certification of Non Foreign Status in the form attached hereto as Exhibit C ( "FIRPTA Certificate ") (unless Seller is a "foreign person," as defined in Section 1445 in the Internal Revenue Code of 1986), together with any necessary tax withholding forms, and a duly executed California Form 593 -C, as applicable ( "California Exemption Certificate "). (e) Authority. Such proof of Seller's authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company. (f) Further Documents or Items. Any other documents or items reasonably required to cause the Closing of the transaction contemplated by this Agreement as determined by the Escrow Holder. 0 2016 -04 -12 Agenda Packet Page 33 9. Buyer's Deliveries to Escrow. At least two (2) business days prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate: (a) Purchase Price. The Purchase Price (as provided in Section 2), and any additional funds necessary to pay Buyer's Charges identified in Section 11. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one -third percent (3 1/3 %) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section ll (d) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 597 to Title Company at or immediately after Closing. (b) Final Escrow Instructions. Buyer's final written Escrow instructions to close Escrow in accordance with the terms of this Agreement. (c) Further Documents or Items. Any other documents or items reasonably required to cause the Closing of the transaction contemplated by this Agreement as determined by the Escrow Holder. 10. Tax Adjustment Procedure. Escrow Holder is authorized and is instructed to comply with the following tax adjustment procedure: (a) Delinquent Taxes. Pay and charge Seller for any unpaid delinquent property taxes and/or penalties and interest thereon, and for any delinquent assessments or bonds against the Property. (b) Proration. Escrow is not to be concerned with proration of Seller's taxes for the current fiscal year. Seller's pro rata portion of taxes due at close of Escrow, shall be cleared and paid by Seller, outside Escrow, pursuant to provisions of Section 5082 through 5090 of the Revenue and Taxation Code of the State of California. (c) Refund of Taxes. After the Closing of the Escrow, Seller shall have the right in Seller's sole discretion to apply to the San Diego County Tax Collector for refund of any excess property taxes paid by Seller with respect to the Property, so long as no proration or credit for such taxes was provided to Seller through the Escrow. This refund would apply to the period after the Closing Date and Buyer's acquisition of the Property pursuant to Revenue and Taxation Code Section 5096.7. 11. Escrow Holder Authorization. Escrow Holder is authorized to and shall pay, charge and perform the following: (a) Buyer Charges. Charge Buyer for all Escrow fees, charges and costs, including all charges for recording the Grant Deed, transfer taxes, if any, and any additional title coverage requested by Buyer, including the difference between a CLTA standard owner's policy (which CLTA policy and the endorsements described in Section 3(b)(i)) are and shall remain Seller's Charges) and an ALTA extended owner's policy (collectively, "Buyer's Charges "). 0 2016 -04 -12 Agenda Packet Page 34 (b) Tax Requirements. Escrow Holder shall prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099 S form, and be responsible for withholding taxes, if any such forms and /or withholding is provided for or required by law. (i) California Withholding. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code ( "Tax Code ") as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Escrow Holder shall withhold three and one -third percent (3 1/3 %) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed originals of California Form 597 to Escrow Holder at or immediately after Closing, (iii) two (2) executed originals of California Form 597 shall be delivered by Escrow Holder to Seller, and (iv) on or before the 20th day of the month following the month title to the Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Escrow Holder shall remit such funds withheld from the Purchase Price, together with one (1) executed original of California Form 597 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Escrow Holder as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 597), to the California Franchise Tax Board. (ii) FIRPTA Withholding. If Seller is a "foreign person" under the Foreign Investment in Real Property Transfer Act or an exemption applies, the Escrow Holder shall deduct and withhold from Seller's proceeds ten percent (10 %) of the gross sales price and shall otherwise comply with all applicable provisions of the Foreign Investment in Real Property Act and any similar state act. Seller agrees to execute and deliver Exhibit E, as directed by Escrow Holder, or any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of the Foreign Investment in Real Property Act and any similar state act and regulation promulgated thereunder. (c) Closing Statement. Escrow Holder is instructed to prepare and provide copies of a proposed closing statement and thereafter the final closing statement ( "Closing Statement ") to both Seller and Buyer. Escrow Holder shall deliver the estimated Closing Statement to Seller and Buyer no later than three (3) business days prior to the Closing Date. (d) Escrow Holder Responsibility. The responsibility of the Escrow Holder under this Agreement is limited to Sections 1 through 12, and 18(b) and (c), and to its liability under any policy of title insurance issued in regard to this transaction. 12. Closing Procedure. On the Closing Date, and provided all of the Buyer's Conditions Precedent and Seller's Conditions Precedent set forth in Sections 7(a) and 7(b), respectively, of this Agreement have been satisfied or waived in writing by the appropriate party (per Section 7(c)), Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Grant Deed to be recorded pursuant to applicable law in San Diego County and obtain conformed copies thereof for distribution to Seller and Buyer. 10 2016 -04 -12 Agenda Packet Page 35 (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all charges to Buyer and Seller and withhold funds pursuant to Section 11. The Purchase Price (less any amounts required to be withheld as provided in Section 11(d)) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). (c) Documents to Seller. Escrow Holder shall deliver to Seller, a conformed copy of the Grant Deed, and a copy of all other documents deposited into Escrow by Buyer pursuant to this Agreement. (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), a conformed copy of the Grant Deed, the Preliminary Title Report, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer's Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party in the form of the Closing Statement prepared pursuant to Section ll (e). (g) Informational Reports. Escrow Holder shall file any informational reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Property shall be delivered to Buyer at the Closing. 13. DISCLAIMERS, WAIVERS, AND RELEASES (a) BUYER ACKNOWLEDGES AND AGREES THAT AGENCY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES AND AGENCY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY OBLIGATIONS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, ECONOMIC FEASIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) ANY OTHER MATTER 11 2016 -04 -12 Agenda Packet Page 36 WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT AGENCY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTEES REGARDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY; COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OR REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS. (b) BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN SUFFICIENT TIME AND OPPORTUNITY TO INSPECT THE PROPERTY AND PERFORM ITS DUE DILIGENCE, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT AGENCY HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. AGENCY IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS ", "WHERE IS" AND, "WITH ALL FAULTS" CONDITION AND BASIS. BUYER's Initials: (c) Waiver and Release. Effective as of the close of escrow, Buyer shall, and by the execution of the Agreement, hereby does, forever release Agency, City, Oversight Board and any of their respective Related Parties of and from any and all losses, liabilities, damages, claims, demands, causes of action, costs and expenses, whether known or unknown, to the extent arising out of or in any way connected with the Property after the close of escrow, including, without limitation, the condition of title to the Property and the environmental and structural condition of the Property. Buyer agrees never to commence, aid in any way, or prosecute against Agency, City, Oversight Board, and any of their Related Parties, any action or other proceeding based upon any losses, liabilities, damages, claims, demands, causes of action, costs and expenses, covered in this paragraph. Notwithstanding any provision to the contrary contained herein, nothing in this Section 13 shall be deemed to constitute a waiver of any rights or remedies arising from Agency's intentional fraud or misrepresentation of any material fact with intent to mislead. Buyer hereby fully and forever releases and discharges Agency, City, Oversight Board, and all of their Related Parties from any and all claims, rights, actions, damages, and /or liabilities, of any nature whatsoever, fixed or contingent, existing now or arising in the future, known or unknown, in any way relating to the Property, excluding only claims arising under this Agreement. Buyer acknowledges Buyer may later learn of circumstances bearing upon the rights released in this Agreement. Buyer specifically waives the rights afforded by Section 1542 of the California Civil Code which provides: 12 2016 -04 -12 Agenda Packet Page 37 "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor." BUYER's Initials: 14. Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller, the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder, and all of which shall survive Closing: (a) Subject only to approval by Agency's governing body and the Oversight Board, Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (b) Subject to (a) above, as of the Effective Date, the individuals executing and attesting this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (c) Subsequent Changes to Buyer's Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the "Buyer's Representation Matter "), then the party who has learned, discovered or become aware of such Buyer's Representation Matter shall promptly give written notice thereof to the other party and Buyer's representations and warranties shall be automatically limited to account for the Buyer's Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change; provided, however Buyer shall first have the opportunity to cure the Buyer's Representation Matter. If Seller does not elect to terminate this Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. (d) Indemnity. To the extent permitted by law, Buyer hereby agrees to defend indemnify, protect and hold harmless the Agency, City, Oversight Board, and their respective Related Parties, from and against any and all (including those by third parties) claims, demands, causes of action, costs, expenses (including reasonable attorney's fees and actual costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to the condition of Property at the time of its sale, including the presence of any hazardous substances that may exist on, under, or across the Property, whether or not such condition was known or unknown, latent or patent, or caused by any acts, omissions, negligence, or willful misconduct of the Agency, City, Oversight Board, and any of their respective Related Parties. 13 2016 -04 -12 Agenda Packet Page 38 (i) Costs of Defense and Award. Included in the obligations in Section 14(d), above, is the Buyer's obligation to defend, at Buyer's own cost, expense and risk, any and all suits, actions or other legal proceedings, that may be brought or instituted against the Agency, City, Oversight Board and their respective Related Parties. Buyer shall pay and satisfy any judgment, award or decree that may be rendered against Agency, City, and Oversight Board, including their respective Related Parties, and pay any and all related legal expenses and costs incurred by each of them. (ii) Insurance Proceeds. Buyer's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Agency, City, or Oversight Board, including their respective Related Parties. (iii)Declarations. Buyer's obligations under Section 14(d) shall not be limited by any prior or subsequent declaration by or to the Buyer. (iv) Enforcement Costs. Buyer agrees to pay any and all costs Agency, City, and Oversight Board, including their respective Related Parties incurs enforcing the indemnity and defense provisions set forth in Section 14(d). (v) Survival. Buyer's obligations under Section 14(d) shall survive the termination of this Agreement. (vi)No Alteration of Other Obligations. This Section 14(d) shall in no way alter, affect or modify any of the Buyer's other obligations and duties under this Agreement. 15. Seller's Covenants during Escrow Period. (a) New Liens or Encumbrances. Seller shall not further encumber or place any further liens or encumbrances on the Property from the Effective Date and during the Escrow period to the Closing Date without the express, prior written authorization of Buyer in its sole and complete discretion. Further, if the Buyer does consent to a new lien or encumbrance, then such lien or encumbrance on the Property shall not survive the Closing Date, including, but not limited to, right of entry, covenants, conditions, restrictions, easements, liens, options to purchase, options to lease, leases, tenancies, or other possessory interests or rights of use or rights of entry relating to or affecting the Property without the prior written consent of Buyer which consent may be withheld by Buyer in its sole and complete discretion. (b) Hazardous Materials. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property; provided, however, the foregoing shall not apply to existing Hazardous Materials and those that migrate onto the Property from other property or from sources other than Seller or a party acting under the direction or control of Seller or Hazardous Materials present on the Effective Date of this Agreement. Seller shall comply with all applicable Environmental Laws in Seller's use, ownership and operation of the Property. (i) As used in this Agreement, the term "Hazardous Materials" or "Hazardous Material" shall mean any substance, material, or waste which is, or becomes, regulated by any local governmental authority, the State, or the United States Government, including, but not 14 2016 -04 -12 Agenda Packet Page 39 limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) lead based paint (viii) polychlorinated biphenyls, (ix) methyl tertiary butyl ether, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq. (42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § §9601, et seq. (ii) As used in this Agreement, the term "Environmental Laws" shall mean any state or local law, statute, ordinance or regulation pertaining to environmental regulation, contamination or cleanup of any Hazardous Materials, including, without limitation: (i) Sections 25115, 251171 25122.7 or 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley- Tanner Hazardous Substance Account Act), (iii) Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (vi) Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq. (42 U.S.C. Section 6903), (vii) Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., or (viii) any state or federal lien or "superlien" law, any environmental cleanup statute or regulation, or any permit, approval, authorization, license, variance or permission required by any governmental authority having jurisdiction. 16. Default and Remedies. (a) Seller Default. The term "Seller Default" shall mean Seller's failure to timely perform a material obligation of Seller under this Agreement prior to the earlier of five (5) business days following written notice from Buyer describing Seller's failure to perform or prior to Closing. In the event of a Seller Default, Buyer, as its sole and exclusive remedies: (i) may terminate this Agreement by delivery of written notice of termination to buyer and escrow holder, and this Agreement and the rights and obligations, other than those rights and obligations that expressly survive the termination of this Agreement, of the Buyer and Seller hereunder shall terminate or (ii) specifically enforce Seller's performance. 15 2016 -04 -12 Agenda Packet Page 40 Seller's Initials: Buyer's Initials: (b) Buyer Default. The term "Buyer Default" shall mean Buyer's failure to timely perform a material obligation of Buyer under this Agreement prior to the earlier of five (5) business days following written notice from Seller describing Buyer's failure to perform or prior to Closing. In the event of a Buyer Default, Seller, as its sole and exclusive remedy, may terminate this Agreement. Seller's Initials: Buyer's Initials: 17. General Provisions. (a) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices ") shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), or sent by certified mail, postage prepaid, return receipt requested, to the address listed below: If to Seller: City of Chula Vista 276 Fourth Avenue, Chula Vista CA 91910 Attention: Eric Crockett If to Buyer: To be submitted Attention: All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written Notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties' respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (b) Brokers. Buyer and Seller each represent to the other that no brokerage commission, finder's fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement. Each party agrees to and does hereby indemnify and hold the other free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in connection with this Agreement. Buyer shall pay any commissions due. (c) Waivers and Consents. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding 16 2016 -04 -12 Agenda Packet Page 41 breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. (d) Construction. The parties acknowledge and agree that (a) each party is of equal bargaining strength; (b) each party has actively participated in the drafting, preparation and negotiation of this Agreement; (c) each party has consulted with such party's own independent counsel and such other professional advisors, if at all, as each party has deemed appropriate, relating to any and all matters contemplated under this Agreement; (d) each party and such party's counsel and advisors, if so elected by the party, have reviewed this Agreement; (e) each party has agreed to enter into this Agreement following such review and the rendering of such advice, if so elected by the party; and (f) any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. (e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof. (f) Attorney's Fees. In the event any declaratory or other legal or equitable action is instituted between Seller, Buyer and /or Escrow Holder in connection with this Agreement, then as between Buyer and Seller the prevailing party shall be entitled to recover from the losing party all of its costs and expenses including court costs and reasonable attorney's fees, and all fees, costs and expenses incurred on any appeal or in collection of any judgment. (g) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature. (i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. 17 2016 -04 -12 Agenda Packet Page 42 (j) No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (k) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (1) Agency Designee Authority. The Agency may designate a representative and grant such representative the authority to sign closing documents, issue interpretations, waive provisions, and enter into amendments of or supplements to this Agreement on behalf of Agency, so long as such actions do not substantially or substantively change the terms and conditions of the purchase and sale of the Property as set forth herein and as agreed to by the Agency in its approval of this Agreement. All other waivers or amendments shall require the consideration and written consent of Agency's governing board. Agency Designee: (m)Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. Exhibit A Legal Description Exhibit B Grant Deed Exhibit C FIRPTA Certificate (o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement (along with the Interim Operating Agreement and the Exhibits hereto) is executed without reliance on any oral or written statements, representations or promises of any kind, which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (q) Assignment. Buyer warrants and covenants to Agency that Buyer will pursue and implement the Project at the Property. Buyer may only assign its rights under this Agreement, subject to Seller's prior written consent. IN 2016 -04 -12 Agenda Packet Page 43 (r) Like -Kind Exchange. If either party desires to enter into a like kind exchange pursuant to Internal Revenue Code Section 1031, the other party agrees to reasonably cooperate with same, provided that the party desiring such exchange bears all costs related thereto. [THE SIGNATURE PAGE FOLLOWS] 19 2016 -04 -12 Agenda Packet Page 44 SIGNATURE PAGE TO REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS IN WITNESS WHEREOF, the parties hereto have executed this Real Property Purchase Agreement and Joint Escrow Instructions as of the day and year first written above. "SELLER" Successor Agency to the Former Redevelopment Agency of the City of Chula Vista 0 Gary Halbert, City Manager, in his capacity as Executive Officer for the Successor Agency Attest: Donna Norris, City Clerk, in her capacity as Secretary for the Successor Agency Approved as to form: Glen R. Googins, City Attorney, in his capacity as General Counsel for the Successor Agency "BUYER" Silvergate Church CV By: [INSERT] 20 2016 -04 -12 Agenda Packet Page 45 Acceptance by Escrow Holder: I ], on behalf of Escrow Holder, hereby acknowledges that Escrow Holder has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between Successor Agency to the Former Redevelopment Agency of the City of Chula Vista, as Seller, and Silvergate Church CV, LLC, as Buyer, and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: 12016 Robert Shaw, Chicago Title Company Escrow Holder 2016 -04 -12 Agenda Packet Page 46 Exhibit A "Legal Description" 2016 -04 -12 Agenda Packet Page 47 Exhibit B "Grant Deed" 2016 -04 -12 Agenda Packet Page 48 Exhibit C "FIRPTA" (Not Applicable) 2016 -04 -12 Agenda Packet Page 49 �1 s �i !r • r ' ti r 4 .� Attachment 2 Vicinity Map 230 Church Avenue y ` 221 hiiii �24! q - 2016 -04 -12 Agenda Packet Page 50 REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Former Redevelopment Agency of the City of Chula Vista BUYER: Tierra Del Sol Investments, a California corporation, or its nominee or assignee DATED: This Agreement is effective upon the later date of approval by both the Oversight Board and the Successor Agency. 2016 -04 -12 Agenda Packet Page 51 BASIC TERMS Effective Date: This Agreement is effective upon the later date of approval by both the Oversight Board and the Successor Agency and execution of the Agreement by the Parties. Property: Real property generally known as: Assessor Parcel No. 568- 071 -01 Seller: Successor Agency to the Redevelopment Agency for the City of Chula Vista Seller's Address: 276 Fourth Avenue Chula Vista, CA 91910 Buyer: Tierra Del Sol Investments, a California corporation, or its nominee or assignee Buyer's Address: Tierra Del Sol Investments, a California corporation, Attn.: Daniel E. Johnson, President, 1410 Santa Barbara Street San Diego, CA 92107 Purchase Price: $4001000.00 Outside Closing Date (or Closing) December 2, 2016 Title Company Fidelity National Title 4370 La Jolla Village Dr., #860 San Diego CA 92122 Title Officer: Tim Noonan 1 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 52 1:& 1 REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( "Agreement ") dated , 2016, for reference purposes only, is by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY FOR THE CITY OF CHULA VISTA, a public body, corporate, and politic ( "Agency" or "Seller "), and TIERRA DEL SOL INVESTMENTS, a California corporation, or its assign or nominee, ( "Buyer "), for the acquisition by Buyer of all of Seller's rights, title, and interests, tangible and intangible, in that certain real property defined and described below. The Effective Date of this Agreement shall be the date upon which both the Agency's governing body and that second government entity called the Oversight Board of the Successor Agency for the Chula Vista Redevelopment Agency ( "Oversight Board ") have duly considered, and taken all actions as are necessary to grant binding approval of this Agreement, and Agency's representative and Buyer have executed this Agreement. RECITALS WHEREAS, Seller owns fee title to certain vacant and undeveloped real property located in the City of Chula Vista, California, located at the street address sometimes referred to as 201 Third Avenue, Chula Vista, CA, and also commonly identified as San Diego County Assessor's Parcel No. 568- 071 -01 (the "Property "). The Property is legally described in Exhibit A and depicted in Exhibit B (the Grant Deed), both attached hereto and incorporated herein by these references. WHEREAS, Buyer desires to purchase the Property and has made a bona fide offer to the Agency to purchase the Property, and; WHEREAS, subject to the terms and conditions herein, Agency desires to sell the Property to Buyer. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller on the terms and conditions set forth in this Agreement. Seller shall convey to title for the Property meeting th e responsible. The term "Property" Agreement as the following: (a) The fee interest in the Property; Buyer fee simple, marketable title with the condition of requirements of Section 3 herein for which Seller is is defined inclusively and collectively for and under this (b) All improvements, if any, to the Property; 2016 -04 -12 Agenda Packet Page 53 (c) All of Seller's rights, privileges, easements, licenses and interests, both tangible and intangible, appurtenant to the Property. "Property" shall be deemed to include, without limitation, all royalties, minerals, oil and gas rights and profits, water and water rights (whether or not appurtenant) derived from the Property that are owned by Seller; (d) All moveable and immovable personal property, equipment, supplies, furniture, and fixtures owned by Seller and located at the Property, if any, as of Closing, and (e) All licenses, permits, authorizations and approvals issued by governmental authorities with respect to the Property and the improvements thereon. 2. Purchase Price and Payment of Purchase Price. (a) All Inclusive Purchase Price. Except as otherwise provided herein, the Purchase Price for the Property shall be the sum of Four Hundred Thousand Dollars ($400,000.00). The purchase price to be paid by Buyer pursuant to this Section is hereinafter referred to as the "Purchase Price." Said Purchase Price is based on that mutually approved written Appraisal of Real Property report dated December 10, 2015 by Jeff A. Greenwald, MAI, Joseph Rizzo, and John A. Morgan, MAI, of Integra Realty Resources — San Diego (the "Appraisal ") . (b) Payment of Purchase Price. Buyer shall pay the Purchase Price in accordance with the Escrow Instructions included in and consistent with the provisions of this Agreement. The net amount of the Purchase Price which shall be due on the Closing Date is subject to adjustment as provided in Section 6(b)(2)(B)(ii) hereinbelow. 3. Escrow and Title Matters. (a) Escrow and Closing. (i) Opening of Escrow. For the purposes of this Agreement, the escrow ( "Escrow ") shall be deemed opened ( "Opening of Escrow ") on the date that the title company holding and managing the Escrow for Buyer and Seller ( "Escrow Holder ") receives a copy of this Agreement fully executed by Seller and executed and attested by Buyer. Further, Buyer shall deliver to Escrow a deposit of Five Thousand Dollars ($5,000.00) ( "Buyer's Deposit ") concurrently with the delivery of the signed Agreement. Should the Buyer not receive Design Review approval as described in Section 3(a)(ii) or as otherwise provided herein, the Buyers Deposit shall be fully refundable. Buyer and Seller shall use reasonable efforts to cause the Opening of Escrow to occur on or before the date ten (10) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental Escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no instrument shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of an instrument and the terms of this Agreement, then the terms of 2 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 54 this Agreement shall control. Without limiting the generality of the foregoing, no instrument shall extinguish any obligations imposed by this Agreement or any other contract between Seller and Buyer. (ii) Closin . For purposes of this Agreement, the "Closing" or "Closing Date" shall be the date the Grant Deed (as defined below) is recorded pursuant to applicable law in the Official Records of San Diego County. Unless changed in writing by Buyer and Seller, the Closing shall occur within 60 days of the end of the City's Design Review process described in Section 7(d)(ii). If the Closing has not, for any reason, occurred by December 2, 2016, the "Outside Closing Date" (as it may be extended pursuant to the immediately preceding sentence), then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the Outside Closing Date; provided, however, that if there is a Seller Default or a Buyer Default under this Agreement at the time of the termination, then the termination shall not affect the rights and remedies of the non - defaulting party against the defaulting party. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon thereafter as Buyer's and Seller's Conditions Precedent to Closing are satisfied pursuant to Sections 7(a) and 7(b) of this Agreement. (b) Title Matters. (i) Buyer's Title Policy. Concurrently with the Closing, Escrow Holder in its capacity as an insurer of title, or such other title insurance company as Buyer and Seller (the "Parties ") may hereafter mutually agree upon (the "Title Company "), shall issue to Buyer a 2006 CLTA or ALTA, at the option of Buyer, owner's policy of title insurance (amended 6/17/06) without arbitration provisions in the amount of the Purchase Price, showing fee title to the Property vested solely in the Buyer, with all property taxes and assessments shown as paid, and free and clear of any other title exceptions not approved by Buyer as provided in Section 3(b)(ii) below. The premium for this "Buyer's Title Policy" and any endorsements required by Buyer shall be charged to Buyer as described in Section 11, subdivisions (a) and (b). Buyer may require, as a Buyer's Condition Precedent to the Closing, that Seller execute an estoppel agreement and /or a subordination agreement in a form acceptable to Buyer, confirming that, as of the Closing, (a) the Seller shall have no further interest in the Property or any portion thereof or any improvements thereon. (ii) Conditions of Title. Buyer shall cause Escrow Holder to issue a current commitment for title insurance ( "Title Commitment') respecting the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ( "Underlying Documents "), and a scaled and dimensioned plot showing the location of any easements. Buyer has ten (10) business days from receipt of the Title Commitment and all Underlying Documents and said plot plan within which to satisfy itself with regard to the condition of title. Buyer also has forty -five (45) days from the later o£ (a) receipt of the Title Commitment and Underlying Documents, or (b) the Effective Date, to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ( "ALTA ") 3 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 55 standards for an owner's policy by a licensed surveyor showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within ten feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto. (iii)No New Liens or Exceptions. Buyer hereby objects to any and all liens and exceptions to title not shown on the preliminary title report procured by the Agency and prepared in relation to this Agreement by Escrow Holder ( "Preliminary Title Report "). Further, during the period commencing on the Effective Date and continuing until the Closing, Seller agrees it shall not cause any new or modified lien or encumbrance to title to become of record against the Property, unless such lien or encumbrance is approved in writing by Buyer. Each and every new lien or encumbrance shall be subject to Buyer's prior written consent and unless and until approved by Buyer shall be deemed a disapproved exception to title that shall be removed by Seller at Seller's sole cost as a condition to Closing. 4. Seller's Delivery of Property Documents. (a) Seller's Delivery of Property Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer complete, true, and legible copies of the following items (collectively, "Property Documents "): (i) Copies of tax bills, including assessments, if any. (ii) Proof of Sellers' authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company. (iii) Each and every contract, agreement, license and lease relating to and /or affecting the Property, specifying which of such contracts, agreements, licenses, and /or leases are anticipated to bind Buyer or affect the Property following the Close of Escrow, if any. (iv) Copies of all environmental and other reports respecting the Property in Seller's possession. 5. Buyer's Right of Entry and Tests of Property. From and after the Effective Date through the earlier to occur of the termination of this Agreement or the Closing Date, Seller shall permit Buyer and Buyer's employees, agents, Buyers and contractors to enter upon the Property during normal business hours, provided twenty four (24) hours prior notice has been given to Seller, for the purpose of conducting any physical and legal inspections, investigations, assessments, tests, and studies as Buyer in its sole discretion elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; surveying; soils, seismic and geologic F DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 56 reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and /or investigations, including without limitation the presence, release, and /or absence of adverse soils conditions, adverse groundwater conditions, asbestos, lead based paint, and /or Hazardous Materials, as hereinafter more fully defined and described (collectively, "Tests "). (a) Conditions to Right of Entry for Tests. As a condition to conducting any Tests, Buyer shall (i) prior to entry, notify Seller not less than twenty four (24) hours in advance of the purpose of the intended entry and provide to Seller the names and affiliations of the entity or person(s) entering the Property; (ii) conduct all Tests in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Property; (iii) comply with applicable laws and governmental regulations in conducting such Tests; (iv) keep the Property free and clear of materialmen's liens, lis pendens and other liens arising out of entry onto the Property for such Tests performed by or on behalf of Buyer; (v) Buyer to maintain, or Buyer to cause to be maintained by Buyer's contractor(s), workers' compensation insurance on all persons entering the Property for such Tests in the amounts required by the State of California; (vi) Buyer to maintain, or Buyer to cause to be maintained by Buyer's contractor who will be entering the Property, commercial general liability insurance policy with a financially responsible insurance company (or as to Buyer its membership in a joint powers insurance authority with comparable coverage) covering any and all liability of Buyer and its agents, contractors, Buyers and employees, with respect to or arising out of the Tests conducted at the Property, written on a per occurrence and not claims made basis in a combined single limit of not less than One Million Dollars ($1,000,000); and (vii) promptly repair any and all damage to the Property from such Tests caused by Buyer, its agents, employees, contractors, or Buyers and return the Property to its original condition (subject to the Tests conducted) following Buyer's entry. Buyer shall indemnify, defend, and hold harmless Seller and its agents from and against any and all loss, cost, liability or expense (including reasonable attorneys' fees) arising from the entry(ies) of Buyer, its agents, contractors, Buyers, and employees upon the Property for and related to such entry and Tests or from Buyer's failure to comply with the conditions to Buyer's entry onto the Property for such Tests, but not to any extent that such loss, cost, liability or expense was caused by the sole negligence or wrongful misconduct by Seller or any person or entity for which Seller is responsible. Such indemnity shall survive the Close of Escrow or the termination of this Agreement for any reason, but shall be limited to actions and inactions arising from and related to such entry onto the Property and /or the Tests. 6. Due Diligence. (a) Buyer's Due Diligence Period. Buyer shall have a period of ninety (90) calendar days from the Effective Date of this Agreement (the "Initial Due Diligence Period ") to conduct its due diligence with respect to the Property and determine whether it elects to terminate this Agreement pursuant to section 6(b). (i) Buyer's Right to Terminate. The Buyer shall have the right to terminate this Agreement on or before ten (10) calendar days following the termination of the Initial Due Diligence period by providing the Agency with a written notice of its exercise of DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 57 this provision to terminate. In the event that Buyer fails to deliver such notice, then such failure shall be deemed Buyer's election not to terminate this Agreement. (b) Environmental Review and Costs Allocation. 1. Environmental Review. (A) [Phase I ESA] Buyer will conduct a Phase I ESA. It shall do so during the diligence period set forth in Section 6 (ninety (90) calendar days from the Effective Date of this Agreement), also called "Initial Review Period." If Buyer is not satisfied with the results it may terminate this Agreement as set forth in Section 6(a)(i). (B) [Phase II ESA] If Buyer does not terminate the Agreement by written notice given pursuant to Section 6(a) above, and if Recognized Environmental Conditions, as defined by the American Society for Testing and Materials Standard ASTM E 1527 -05 (hereinafter called "REC "), are found to exist in, on, or under the Property, then Buyer shall have an additional one hundred twenty (120) calendar days from the date of expiration of the Initial Review Period (the "Environmental Review Period ") within which to complete, at Buyer's option and in Buyer's sole discretion, a Phase II ESA, development of a remedial action plan, and development of cost estimates, environmental insurance and a scope of work for remediation and related regulatory approvals respecting the Property (collectively, "Environmental Studies "); provided that Buyer's cost estimates and scope of work for remediation and related regulatory approvals shall be subject to reasonable review and approval by Seller provided to Buyer within ten (10) business days of Seller's receipt of Buyer's written notice of Buyer's proposals in such regard. If Seller exceeds the ten (10) business days to provide notice, the one hundred and twenty (120) calendar day period shall be extended by the additional time Seller spent reviewing said documents. If Seller does not approve the remediation costs, the Buyer may terminate this agreement and the remedies set forth in Section 6(b) (2) (A) shall apply. Seller agrees to promptly use Seller's reasonable best efforts to provide or arrange for Buyer and Buyer's consultants, contractors and representatives to be provided prompt access to the Property to make such inspections and to conduct such environmental investigation and testing as Buyer deems to be necessary or appropriate to evaluate conditions existing in, on, under and around the Property, all at no expense to Seller. If for any reason, Buyer is not satisfied with the results of the Environmental Studies, Buyer may send written notice to Seller of such disapproval (an "Environmental Disapproval Notice ") at any time prior to expiration of the Environmental Review Period, and Buyer will thereupon be entitled to terminate the Agreement. 2. Cost Allocations. 0 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 58 A. [Termination of Agreement.] Should Buyer terminate this Agreement, either because it is not satisfied with the results of the Environmental Studies, including Phase I ESA, or any other reason under this Agreement, Buyer shall receive a full refund of Buyer's Deposit. Buyer shall not receive (and hereby waives) any costs for, related to, or arising from its Phase I ESA and any Environmental Studies. Buyer, at its own expense, will repair any damages to the Property caused by its inspection and /or testing of the Property, and Buyer will indemnify Seller against any claims or liability for damage to the Property resulting from willful or negligent acts or omissions of Buyer or Buyer's contractors or agents occurring during such Environmental Studies. B. [Agreement not Terminated -Price Reduction for Remediation.] If REC are found to be present in, on or under the Property, and /or constituents of concern ("COU, e.g., petroleum hydrocarbons, solvents or other hazardous materials) are identified in soil vapor and /or groundwater, and any of such conditions result in Buyer terminating the purchase of the Property pursuant to this Agreement, then the Parties agree that Buyer and Seller will allocate and share certain costs of the Environmental Studies, as follows: i. Buyer will be solely responsible for payment of fees and costs of the Phase I ESA ii. Buyer understands that certain COCs have been released into the soil, soil vapor and groundwater at the Property; and that a "no further action" letter ( "NFA ") has been issued by the County of San Diego, Department of Environmental Health ( "DEH ") associated with such COCs. However, Buyer further understands that the NFA is specific to commercial land use only; therefore, Buyer understands that certain DEH plans and approvals will be necessary with respect to the COCs and changes in land use, and that is it possible that remediation of the Property may also be necessary. The appraised value of the Property according to the Appraisal is expressly conditioned on the Property being free from contamination, but the Property is not presently free from contamination. Therefore, with the foregoing exception of the Phase I ESA, Seller agrees that reasonable costs for remediation shall be applied solely as a credit against and adjustment of the Purchase Price at Closing, but shall not exceed the Purchase Price. 7. Conditions Precedent to Close of Escrow and Termination Rights. (a) Buyer's Conditions Precedent. The Closing and Buyer's obligation to buy the Property and to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, 7 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 59 "Buyer's Conditions Precedent ") on or before the Closing Date or such earlier time as provided for herein, which are for Buyer's benefit only. (1) No Termination as a Result of Buyer's Due Diligence Review. This Agreement shall not have terminated pursuant to Section 6 as a result of Buyer's review and inspection of the Preliminary Title Report, the Property Documents, the Tests and /or the Environmental Studies respecting the Property. (2) Seller Title. Seller shall have fee title to the Property free and clear of any exceptions disapproved under or otherwise contrary to the provisions of Section 3(b). (3) Buyer's Title Policy. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have agreed to provide Buyer's Title Policy for the Property upon the Closing, in accordance with Section 3(b). (4) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing. (5) No Seller Default. As of the Closing, there shall be no Seller Default under this Agreement. (6) Delivery of Funds and Documents. Seller shall have delivered all documents and other items described in Section 8. (7) Satisfaction of Entitlements Contingency. Buyer shall have received from all applicable governmental agencies all land use, zoning (including without limitation, variances and amendments to any applicable General Plan), permits, designations, and final Design Review approvals as may be necessary for Buyer's intended development and uses of the Project on the Property (collectively, the "Entitlements "). Buyer's proposed land use for the Property is a mixed -use commercial /residential project. Buyer's obligation to purchase the Property shall be conditioned upon Buyer obtaining confirmation on or before Closing that the Entitlements are final and nonappealable, each on terms and conditions acceptable to Buyer in Buyer's sole discretion (the "Entitlement Contingency "). This Entitlement Contingency is for the benefit of, and may be waived, solely by Buyer. Buyer understands and agrees that the Successor Agency, City, and Oversight Board make no warranties or representations that said entitlements shall be approved and Buyer agrees to hold harmless and waive any claims against the Successor Agency, City, and Oversight Board should they not be approved. (b) Seller's Conditions Precedent. The Closing and Seller's obligation to sell the Property and consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, "Seller's Conditions Precedent ") on or before the Closing Date or such earlier time as provided for herein, which are for Seller's benefit only: 0 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 60 (1) No Buyer Default. As of the Closing, there shall be no Buyer Default under this Agreement. (2) Buyer's Status. As of Buyer's signing /execution of this Agreement, Buyer represents and warrants that Tierra Del Sol Investments is a corporation with an "active status" in good standing under the laws of the State of California and that it may lawfully conduct business in the State of California, including, but not limited to, the purchase and development of the Property. (3) Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects as of the Effective Date and as of the Closing. (4) Delivery of Funds and Documents. Buyer shall have delivered all funds and documents and other items described in Section 9. (c) Waiver. Buyer may at any time or times, at its election in its sole and absolute discretion, waive any of the Buyer's Conditions Precedent set forth in Section 7(a), but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller and Escrow Holder. Seller may at any time or times, at its election in its sole and absolute discretion, waive any of the Seller's Conditions Precedent set forth in Section 7(b) above, but any such waiver shall be effective only if contained in a writing signed by Seller and delivered to Buyer and Escrow Holder. (d) Termination. In the event that each of the Buyer's Conditions Precedent set forth in Section 7(a) is not fulfilled by the Outside Closing Date, or such earlier time period as provided for herein or waived by Buyer pursuant to Section 7(c), and provided there is no Buyer Default under this Agreement, Buyer may at its option terminate this Agreement and the Escrow opened hereunder. In the event each of the Seller's Conditions Precedent set forth in Section 7(b) is not fulfilled by the Outside Closing Date, or such earlier time period as provided for herein or waived by Seller pursuant to Section 7(c), and provided there is no Seller Default under this Agreement, Seller may at its option terminate this Agreement and the Escrow opened hereunder. Notwithstanding the foregoing, if Escrow is not in a position to close due to a party's failure to deposit into Escrow any documents or funds required for the Closing of Escrow, the non - defaulting party shall not have the right to terminate this Agreement without first having given the defaulting party notice of the default and five (5) days to cure the default, with the understanding that it is the parties' desire that this Agreement not terminate as a result of a technicality such as a party's inadvertent failure to timely make a deposit of a document or money into Escrow. No termination under this Agreement shall release either party then in default from liability for such default. In the event this Agreement is terminated, (i) all documents and funds delivered by Seller to Buyer or Escrow Holder shall be returned immediately to Seller, provided there is no Seller Default, and likewise (ii) all documents and funds delivered by Buyer to Seller or Escrow Holder shall be returned immediately to Buyer. (i) If Escrow fails to close due to a party's default or breach, the defaulting or breaching party shall pay all Escrow Cancellation Charges. If Escrow fails to close for any 0 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 61 other reason, the Buyer shall pay all Escrow Cancellation Charges. The term "Escrow Cancellation Charges" shall mean all fees, charges and expenses actually charged by Escrow Holder and the Title Company to the parties in connection with the cancellation of the Escrow and the title order, if any, to the extent expressly authorized under a written agreement with Escrow Holder signed by the party to be charged. (ii) This sale of property shall be subject to review and approval by the Agency and the Oversight Board pursuant to redevelopment agency dissolution laws, including, but not limited to, AB 261 1484, and SB 107. In addition, the real estate development project that Buyer plans to implement at the Property ( "Project ") is subject to approval via the Design Review process administered by City staff, and reviewed by City's Planning Commission (in the aggregate, the "Design Reviewers "). City's Design Review process will end upon City's Planning Commission approving or denying Buyer's plans for the Project, subject only to the right of appeal as to any denial to the City Council. The City, including but not limited to its staff, Planning Commission, and City Council, retains any and all discretion to approve or not approve the Project. Furthermore, this Agreement cannot and does not directly or indirectly limit the exercise of the City's discretion with respect to the Project. If the Agency, or the Oversight Board does not approve the sale of Property, or if the Design Reviewers do not approve Buyer's Project, the Agency may terminate this Agreement and sale, with each party bearing their own costs, but the Successor Agency shall pay Escrow Cancellation charges. Buyer understands and agrees that it shall hold the Agency, the Oversight Board, and the City, including their elected and appointed officials, directors, officers, employees, Board and Commission members (including Planning Commission), agents, contractors, and invitees (in the aggregate, "Related Parties) harmless for such termination. Further, Buyer shall not pursue and waives any and all causes of action or claims against the Successor Agency, Oversight Board, and the City or any of their respective Related Parties. 8. Seller's Deliveries to Escrow Holder. At least two (2) business days prior to the Closing Date, except as to possession of the Property which shall be delivered as of Closing, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged: (a) Grant Deed. The Grant Deed in the form attached hereto as Exhibit B ( "Grant Deed "), duly executed by Seller and acknowledged. (b) [Reserved.] (c) Licenses, Certificates, and Permits. To the extent the same are within the actual or constructive knowledge of, or in the possession, custody or control of, Seller and are applicable and /or transferable to Buyer, all original licenses, certificates and permits pertaining to the Property and beneficial for, or necessary for, or affecting the use or occupancy thereof. 10 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 62 (d) FIRPTA /Tax Exemption Forms. Transferor's Certification of Non Foreign Status in the form attached hereto as Exhibit C ( "FIRPTA Certificate ") (unless Seller is a "foreign person," as defined in Section 1445 in the Internal Revenue Code of 1986), together with any necessary tax withholding forms, and a duly executed California Form 593 -C, as applicable ( "California Exemption Certificate "). (e) Authority. Such proof of Seller's authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company. (f) Further Documents or Items. Any other documents or items reasonably required to cause the Closing of the transaction contemplated by this Agreement as determined by the Escrow Holder. 9. Buyer's Deliveries to Escrow. At least two (2) business days prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate: (a) Purchase Price. The Purchase Price (as provided in Section 2), and any additional funds necessary to pay Buyer's Charges identified in Section 11. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one -third percent (3 1/3 %) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section ll (d) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 597 to Title Company at or immediately after Closing. (b) Final Escrow Instructions. Buyer's final written Escrow instructions to close Escrow in accordance with the terms of this Agreement. (c) Further Documents or Items. Any other documents or items reasonably required to cause the Closing of the transaction contemplated by this Agreement as determined by the Escrow Holder. 10. Tax Adjustment Procedure. Escrow Holder is authorized and is instructed to comply with the following tax adjustment procedure: (a) Delinquent Taxes. Pay and charge Seller for any unpaid delinquent property taxes and /or penalties and interest thereon, and for any delinquent assessments or bonds against the Property. (b) Proration. Escrow is not to be concerned with proration of Seller's taxes for the current fiscal year. Seller's pro rata portion of taxes due at close of Escrow, shall be cleared and paid by Seller, outside Escrow, pursuant to provisions of Section 5082 through 5090 of the Revenue and Taxation Code of the State of California. 11 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 63 (c) Refund of Taxes. After the Closing of the Escrow, Seller shall have the right in Seller's sole discretion to apply to the San Diego County Tax Collector for refund of any excess property taxes paid by Seller with respect to the Property, so long as no proration or credit for such taxes was provided to Seller through the Escrow. This refund would apply to the period after the Closing Date and Buyer's acquisition of the Property pursuant to Revenue and Taxation Code Section 5096.7. 11. Escrow Holder Authorization. Escrow Holder is authorized to and shall pay, charge and perform the following: (a) Buyer Charges. Charge Buyer for all Escrow fees, charges and costs, including all charges for recording the Grant Deed, transfer taxes, if any, and any additional title coverage requested by Buyer, including the difference between a CLTA standard owner's policy (which CLTA policy and the endorsements described in Section 3(b)(i)) are and shall remain Seller's Charges) and an ALTA extended owner's policy (collectively, "Buyer's Charges "). (b) Tax Requirements. Escrow Holder shall prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099 S form, and be responsible for withholding taxes, if any such forms and /or withholding is provided for or required by law. (i) California Withholding. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code ( "Tax Code ") as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Escrow Holder shall withhold three and one -third percent (3 1/3 %) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed originals of California Form 597 to Escrow Holder at or immediately after Closing, (iii) two (2) executed originals of California Form 597 shall be delivered by Escrow Holder to Seller, and (iv) on or before the 20th day of the month following the month title to the Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Escrow Holder shall remit such funds withheld from the Purchase Price, together with one (1) executed original of California Form 597 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Escrow Holder as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 597), to the California Franchise Tax Board. (ii) FIRPTA Withholding. If Seller is a "foreign person" under the Foreign Investment in Real Property Transfer Act or an exemption applies, the Escrow Holder shall deduct and withhold from Seller's proceeds ten percent (10 %) of the gross sales price and shall otherwise comply with all applicable provisions of the Foreign Investment in Real Property Act and any similar state act. Seller agrees to execute and deliver Exhibit C, as directed by Escrow Holder, or any instrument, affidavit, and statement, 12 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 64 and to perform any act reasonably necessary to comply with the provisions of the Foreign Investment in Real Property Act and any similar state act and regulation promulgated thereunder. (c) Closing Statement. Escrow Holder is instructed to prepare and provide copies of a proposed closing statement and thereafter the final closing statement ( "Closing Statement ") to both Seller and Buyer. Escrow Holder shall deliver the estimated Closing Statement to Seller and Buyer for their respective prior written approvals no later than three (3) business days prior to the Closing Date. (d) Escrow Holder Responsibility. The responsibility of the Escrow Holder under this Agreement is limited to Sections 1 through 12, and 18(b) and (c), and to its liability under any policy of title insurance issued in regard to this transaction. 12. Closing Procedure. On the Closing Date, and provided all of the Buyer's Conditions Precedent and Seller's Conditions Precedent set forth in Sections 7(a) and 7(b), respectively, of this Agreement have been satisfied or waived in writing by the appropriate party (per Section 7(c)), Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Grant Deed to be recorded pursuant to applicable law in San Diego County and obtain conformed copies thereof for distribution to Seller and Buyer. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all charges to Buyer and Seller and withhold funds pursuant to Section 11. The Purchase Price (less any amounts required to be withheld as provided in Section 11(d)) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). (c) Documents to Seller. Escrow Holder shall deliver to Seller, a conformed copy of the Grant Deed, and a copy of all other documents deposited into Escrow by Buyer pursuant to this Agreement. (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), a conformed copy of the Grant Deed, a "Title Report" consistent with Buyer's Title Policy, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer's Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party in the form of the Closing Statement prepared pursuant to Section 11(e). 13 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 65 (g) Informational Reports. Escrow Holder shall file any informational reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Property shall be delivered to Buyer at the Closing. 13. DISCLAIMERS, WAIVERS, AND RELEASES (a) BUYER ACKNOWLEDGES AND AGREES THATAGENCY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES AND AGENCY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY OBLIGATIONS OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, ECONOMIC FEASIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT AGENCY HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTEES REGARDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY; COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OR REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS. (b) BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN SUFFICIENT TIME AND OPPORTUNITY TO INSPECT THE PROPERTY AND PERFORM ITS DUE DILIGENCE, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT AGENCY HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. AGENCY IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, 14 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 66 AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS ", "WHERE IS" AND, "WITH ALL FAULTS" CONDITION AND BASIS. BUYER's Initials: (c) Waiver and Release. Effective as of the close of escrow, Buyer shall, and by the execution of the Agreement, hereby does, forever release Agency, City, Oversight Board, and any of their respective Related Parties of and from any and all losses, liabilities, damages, claims, demands, causes of action, costs and expenses, whether known or unknown, to the extent arising out of or in any way connected with the Property after the close of escrow, including, without limitation, the condition of title to the Property and the environmental and structural condition of the Property. Buyer agrees never to commence, aid in any way, or prosecute against Agency, any action or other proceeding based upon any losses, liabilities, damages, claims, demands, causes of action, costs and expenses, covered in this paragraph. Notwithstanding any provision to the contrary contained herein, nothing in this Section 13 shall be deemed to constitute a waiver of any rights or remedies arising from Agency's intentional fraud or misrepresentation of any material fact with an intent to mislead. Buyer hereby fully and forever releases and discharges Agency, City, Oversight Board, and all of their Related Parties from any and all claims, rights, actions, damages, and /or liabilities, of any nature whatsoever, fixed or contingent, existing now or arising in the future, known or unknown, in any way relating to the Property, excluding only claims arising under this Agreement. Buyer acknowledges Buyer may later learn of circumstances bearing upon the rights released in this Agreement. Buyer specifically waives the rights afforded by Section 1542 of the California Civil Code which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor." BUYER's Initials: 14. Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller, the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder, and all of which shall survive Closing: 15 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 67 (a) Subject only to approval by Agency's governing body and the Oversight Board, Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (b) Subject to (a) above, as of the Effective Date, the individuals executing and attesting this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (c) Subsequent Changes to Buyer's Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the "Buyer's Representation Matter "), then the party who has learned, discovered or become aware of such Buyer's Representation Matter shall promptly give written notice thereof to the other party and Buyer's representations and warranties shall be automatically limited to account for the Buyer's Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change; provided, however Buyer shall first have the opportunity to cure the Buyer's Representation Matter. If Seller does not elect to terminate this Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. (d) Indemnity. To the extent permitted by law, Buyer hereby agrees to defend, indemnify, protect, and hold harmless the Agency, Oversight Board, and City, including their elected and appointed officials, directors, officers, agents and employees (collectively the "Related Parties "), from and against any and all (including those by third parties) claims, demands, causes of action, costs, expenses (including reasonable attorney's fees and actual costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to the condition of Property at the time of its sale, including the presence of any hazardous substances that may exist on, under, or across the Property, whether or not such condition was known or unknown, latent or patent, or caused by any acts, omissions, or negligence of Agency, the City, the Oversight Board, and any of their respective Related Parties. (i) Costs of Defense and Award. Included in the obligations in Section 14(d), above, is the Buyer's obligation to defend, at Buyer's own cost, expense and risk, any and all suits, actions or other legal proceedings, that may be brought or instituted against the Agency the City, the Oversight Board or any of their respective Related Parties as a result of the conditions described in Section 14(d). Buyer shall pay and satisfy any judgment, award or decree that may be rendered against the Agency, the City, the Oversight Board or any of their respective Related Parties, and pay any and all related legal expenses and costs incurred by each of them as a result of the conditions described in Section 14(d). 16 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 68 (ii) Insurance Proceeds. Buyer's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Agency, City, Oversight Board, or any of their respective Related Parties. (iii)Declarations. Buyer's obligations under Section 14(d) shall not be limited by any prior or subsequent declaration by or to the Buyer. (iv)Enforcement Costs. Buyer agrees to pay any and all costs the Agency, City, Oversight Board, or any of their respective Related Parties incurs enforcing the indemnity and defense provisions set forth in Section 14(d). (v) Survival. Buyer's obligations under Section 14(d) shall survive the termination of this Agreement. (vi)No Alteration of Other Obligations. This Section 14(d) shall in no way alter, affect or modify any of the Buyer's other obligations and duties under this Agreement. 15. Seller's Covenants during Escrow Period. (a) New Liens or Encumbrances. Seller shall not further encumber or place any further liens or encumbrances on the Property from the Effective Date and during the Escrow period to the Closing Date without the express, prior written authorization of Buyer in its sole and complete discretion. Further, if the Buyer does consent to a new lien or encumbrance, then such lien or encumbrance on the Property shall not survive the Closing Date, including, but not limited to, right of entry, covenants, conditions, restrictions, easements, liens, options to purchase, options to lease, leases, tenancies, or other possessory interests or rights of use or rights of entry relating to or affecting the Property without the prior written consent of Buyer which consent may be withheld by Buyer in its sole and complete discretion. (b) Hazardous Materials. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property; provided, however, the foregoing shall not apply to existing Hazardous Materials and those that migrate onto the Property from other property or from sources other than Seller or a party acting under the direction or control of Seller or Hazardous Materials present on the Effective Date of this Agreement. Seller shall comply with all applicable Environmental Laws in Seller's use, ownership and operation of the Property. (i) As used in this Agreement, the term "Hazardous Materials" or "Hazardous Material" shall mean any substance, material, or waste which is, or becomes, regulated by any local governmental authority, the State, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Sections 251151 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health 17 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 69 and Safety Code, Division 20, Chapter 6.8 (Carpenter- Presley- Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) lead based paint (viii) polychlorinated biphenyls, (ix) methyl tertiary butyl ether, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq. (42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § §9601, et seq. (ii) As used in this Agreement, the term "Environmental Laws" shall mean any state or local law, statute, ordinance or regulation pertaining to environmental regulation, contamination or cleanup of any Hazardous Materials, including, without limitation: (i) Sections 25115, 25117, 25122.7 or 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous Substance Account Act), (iii) Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (vi) Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq. (42 U.S.C. Section 6903), (vii) Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., or (viii) any state or federal lien or "superlien" law, any environmental cleanup statute or regulation, or any permit, approval, authorization, license, variance or permission required by any governmental authority having jurisdiction. 16. Default and Remedies. (a) Seller Default. The term "Seller Default" shall mean Seller's failure to timely perform a material obligation of Seller under this Agreement prior to the earlier of five (5) business days following written notice from Buyer describing Seller's failure to perform or prior to Closing. In the event of a Seller Default, Buyer, as its sole and exclusive remedies: (i) may terminate this Agreement by delivery of written notice of termination to buyer and escrow holder, and this Agreement and the rights and obligations, other than those rights and obligations that expressly survive the termination of this Agreement, of the Buyer and Seller hereunder shall terminate or (ii) specifically enforce Seller's performance. Notwithstanding any provision to the contrary contained herein, nothing in this Section 16(a) shall be deemed to constitute a waiver of any rights or remedies arising from Agency's intentional fraud or misrepresentation of any material fact with an intent to mislead. IN DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 70 Seller's Initials: Buyer's Initials: (b) Buyer Default. The term "Buyer Default" shall mean Buyer's failure to timely perform a material obligation of Buyer under this Agreement prior to the earlier of five (5) business days following written notice from Seller describing Buyer's failure to perform or prior to Closing. In the event of a Buyer Default, Seller, as its sole and exclusive remedy, may terminate this Agreement. Seller's Initials: Buyer's Initials: 17. General Provisions. (a) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices ") shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), or sent by certified mail, postage prepaid, return receipt requested, to the address listed below: If to Seller: City of Chula Vista 276 Fourth Avenue, Chula Vista CA 91910 Attention: Eric Crockett If to Buyer: Tierra Del Sol Investments Attn.: Daniel E. Johnson, President c/o Timothy J. Truxaw, Esq. Slater & Truxaw, LLP 15373 Innovation Drive, Suite 210 San Diego, CA 92128 All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written Notice in the manner detailed in this Section. Rej ection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. (b) Brokers. Buyer and Seller each represent to the other that, except as otherwise expressly provided in this Section 17(b) to the contrary: (i) no brokerage commission, finder's fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement; and (ii) each party agrees to and does hereby indemnify and hold the other free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party 19 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 71 in connection with this Agreement. The sole exception to the foregoing provision is that: ((a)) Seller's sole and exclusive representative respecting the purchase and sale of the Property under this Agreement is South Coast Commercial, Inc. ( "Seller's Broker "); ((b)) subject to Closing of Escrow in accordance with the provisions of this Agreement, Buyer agrees to cause the payment at Closing of a commission to Seller's Broker in an amount equal to four (4 %) percent of the Purchase Price (the "Commission "); and ((c)) the parties agree that Buyer's payment of the Commission will be Buyer's sole liability for any brokerage commission, finder's fee or other compensation respecting Buyer's purchase of the Property. (c) Waivers and Consents. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. (d) Construction. The parties acknowledge and agree that (a) each party is of equal bargaining strength; (b) each party has actively participated in the drafting, preparation and negotiation of this Agreement; (c) each party has consulted with such party's own independent counsel and such other professional advisors, if at all, as each party has deemed appropriate, relating to any and all matters contemplated under this Agreement; (d) each party and such party's counsel and advisors, if so elected by the party, have reviewed this Agreement; (e) each party has agreed to enter into this Agreement following such review and the rendering of such advice, if so elected by the party; and (f) any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. (e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof. (f) Attorney's Fees. In the event any declaratory or other legal or equitable action is instituted between Seller, Buyer and /or Escrow Holder in connection with this Agreement, then as between Buyer and Seller the prevailing party shall be entitled to recover from the losing party all of its costs and expenses including court costs and 20 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 72 reasonable attorney's fees, and all fees, costs and expenses incurred on any appeal or in collection of any judgment. (g) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature. (i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. (j) No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (k) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (1) Agency Designee Authority. The Agency may designate a representative and grant such representative the authority to sign closing documents, issue interpretations, waive provisions, and enter into amendments of or supplements to this Agreement on behalf of Agency, so long as such actions do not substantially or substantively change the terms and conditions of the purchase and sale of the Property as set forth herein and as agreed to by the Agency in its approval of this Agreement. All other waivers or amendments shall require the consideration and written consent of Agency's governing board. Agency Designee: (m)Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. Exhibit A Legal Description 21 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 73 Exhibit B Grant Deed Exhibit C FIRPTA Certificate (o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement (along with the Exhibits hereto) is executed without reliance on any oral or written statements, representations or promises of any kind, which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (q) Assignment. Buyer warrants and covenants to the Agency that Buyer will take all reasonable efforts necessary to pursue and implement the Project at the Property. Subject to Seller's prior written consent (which consent shall not be unreasonably delayed, limited or withheld), Buyer may assign or otherwise transfer its rights under this Agreement to a nominee or assignee designated in writing not later than five (5) days before the Closing. (r) Like -Kind Exchange. If either party desires to enter into a like kind exchange pursuant to Internal Revenue Code Section 1031, the other party agrees to reasonably cooperate with same, provided that the party desiring such exchange bears all costs related thereto. [THE SIGNATURE PAGE FOLLOWS] 22 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 74 SIGNATURE PAGE TO REAL PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS IN WITNESS WHEREOF, the parties hereto have executed this Real Property Purchase Agreement and Joint Escrow Instructions as of the day and year first written above. "SELLER" Successor Agency to the Former Redevelopment Agency of the City of Chula Vista 0 Gary Halbert, City Manager, in his capacity as Executive Officer for the Successor Agency Attest: Donna Norris, City Clerk, in her capacity as Secretary for the Successor Agency Approved as to form: Glen R. Googins, City Attorney, in his capacity as General Counsel for the Successor Agency "BUYER" Tierra Del Sol Investments, a California corporation 23 DOCSOC /1494229v3/024212- 0005(v2) Daniel E. Johnson, President 2016 -04 -12 Agenda Packet Page 75 Acceptance by Escrow Holder: I, , on behalf of Escrow Holder, hereby acknowledges that Escrow Holder has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between Successor Agency to the Former Redevelopment Agency of the City of Chula Vista, as Seller, and, Tierra Del Sol Investments, a California corporation (or its nominee or assignee), as Buyer, and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: 12016 By: Fidelity National Title [Escrow Holder] 24 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 76 Exhibit A "Legal Description" 25 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 77 Exhibit B "Grant Deed" 26 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 78 Exhibit C "FIRPTA" 27 DOCSOC /1494229v3/024212- 0005(v2) 2016 -04 -12 Agenda Packet Page 79 4 r � 1 r _ - f � � w �r t ■ _ i too t' F-A Attachment 4 Vicinity Map 201 Third Avenue J 1 - IL W nip dd 203 r+ � rof# 0' ► 4 16 .•- r- . r At ' 4t - +L .1 T r 2016 -04 -12 Agenda Packet Page 80 City of Chula Vista M%W-- "OEM CHULAVISTA Staff Report File #: 16 -0177, Item #: 3. A. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS TO THE CITY FOR BOND - ELIGIBLE PURPOSES, DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH B. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS BY THE SUCCESSOR AGENCY TO THE CITY FOR BOND - ELIGIBLE PURPOSES, ACCEPTING SUCH FUNDS FROM THE SUCCESSOR AGENCY, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH RECOMMENDED ACTION Agency adopt Resolution A and Council adopt resolution B. SUMMARY The former Redevelopment Agency of the City of Chula Vista issued tax allocation bonds to fund a variety of projects. Approximately $1.3 million in bond proceeds were unexpended as of the date of dissolution. Under the Dissolution Act, the Successor Agency many spend such funds for the purpose for which the bonds were issued. The City and the former Agency intended those funds to be spent on the Third Avenue Streetscape Improvements Project - Phase 2. In order to draw down the remaining bond funds and allocate them to such expenditures, the City and the Successor Agency intend to enter into a Bond Proceeds Expenditure Agreement. ENVIRONMENTAL REVIEW City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 3 Printed on 4/7/2016 powered by Le istar r " Page 81 File #: 16 -0177, Item #: 3. Environmental Notice The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality Act 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 activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required. BOARD /COMMISSION RECOMMENDATION Not Applicable DISCUSSION The former Redevelopment Agency issued tax allocation bonds to fund a variety of projects. Approximately $1.3 million of such funds were unexpended as of the date of dissolution of the Redevelopment Agency. Pursuant to the Dissolution Act, the Successor Agency may spend such funds for the purpose for which the bonds were issued. This action approves the Successor Agency's approval to enter into an agreement with the City to administer the expenditure of the remaining 2000 Bond proceeds on Third Avenue Streetscape improvements. The Dissolution Act provides that after the Successor Agency has received a Finding of Completion from the state Department of Finance ( "DOF "), the Successor Agency may enter into an agreement to list obligations to expend excess bond proceeds, so long as the expenditures are consistent with the bond covenants and used within the boundaries of the former Redevelopment Agency Project Area. The Successor Agency received its Finding of Completion from DOF on May 7, 2013. The proposed Bond Proceeds Expenditure Agreement would authorize the Successor Agency to transfer excess bond proceeds to the City, to be used in accordance with the bond covenants. DOF has approved similar agreements transferring bond proceeds from a Successor Agency to its city. If the Agreement is approved by the Oversight Board and the DOF, the Successor Agency may list the Agreement as an enforceable obligation on its Recognized Obligation Payment Schedule. The proposed Bond Proceeds Expenditure Agreement with the City would permit all excess bond proceeds to be transferred from the Successor Agency to the City, which in turn must use the proceeds in accordance with the bond covenants. The current balance of the unexpended proceeds, including interest calculated through December 31, 2015, is $1,330,388. A transfer of this amount would occur (together with any additional accrued interest from December 31, 2015), with the funds then eligible to be used, pursuant to the original tax allocation bonds, to reimburse the City for the cost of the Third Avenue Streetscape Improvements Project - Phase 2 or other improvements consistent with the bond covenants. City of Chula Vista Page 2 of 3 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 82 File #: 16 -0177, Item #: 3. DECISION -MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site- specific and consequently, the 500 -foot rule found in California Code of Regulations Title 2, section 18702.2(x)(11), is not applicable to this decision for purposes of determining a disqualifying real property - related financial conflict of interest under 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 or Board Member of the Successor Agency to the Redevelopment Agency of the City of Chula Vista, 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: Operational Excellence, Economic Vitality, Healthy Community, Strong and Secure Neighborhoods and a Connected Community. Approval of this agreement provides funding to complete the Third Avenue Streetscape Improvements, which upon completion will promote Economic Vitality in the area that fronts the improvements. CURRENT YEAR FISCAL IMPACT There is no current year fiscal impact. All funds recommended to be transferred have been included previously in the City's Capital Improvement Plan Budget. All proceeds are expected to be expended within FY 2015 -16. ONGOING FISCAL IMPACT There is no ongoing fiscal impact as a result of the approval of this item. ATTACHMENTS Bond Proceeds Expenditure Agreement Staff Contact: Mike Sylvia, Finance & Purchasing Manager City of Chula Vista Page 3 of 3 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 83 BOND PROCEEDS EXPENDITURE AGREEMENT This BOND PROCEEDS EXPENDITURE AGREEMENT ( "Agreement ") is entered into as of April 11, 2016, by and between the CITY OF CHULA VISTA, a California municipal corporation and charter city ( "City "), and the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body corporate and politic pursuant to Parts 1.8 and 1.85 of Division 24 of the California Health & Safety Code ( "Successor Agency "). RFCITAU4� A. The City is a municipal corporation organized and operating under the laws of the State of California. B. The Successor Agency is a public body, corporate and politic, organized and operating under Part 1.85 of Division 24 of the Dissolution Law (as defined in Recital D below). C. The Redevelopment Agency of the City of Chula Vista ( "former Agency ") previously was a California public body, corporate and politic, duly formed by the City Council of the City ( "City Council ") and was organized, existed and exercised the powers of a community redevelopment agency under the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL "). D. Assembly Bill x 1 26 ( "AB x 1 26 "), effective on June 28, 2011, added Parts 1.8 and 1.85 to Division 24 of the California Health and Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association, et al. v. Ana Matosantos, et al., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies. Thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") that was effective on June 27, 2012, and thereafter further amended by subsequent legislation (together AB x 1 26, the Matosantos Decision, AB 1484, and subsequent amending legislation are referred to as the "Dissolution Law "). All statutory references herein are to the Dissolution Law unless otherwise stated. E. As of February 1, 2012, the former Agency became a dissolved community redevelopment agency pursuant to the Dissolution Law. F. As of and on and after February 1, 2012, the Successor Agency is performing its functions as the successor agency under the Dissolution Law to administer the enforceable obligations of the former Agency and is engaged in activities necessary and appropriate to wind down the affairs of the former Agency, all subject to the review and approval by a seven - member "Oversight Board" formed thereunder. G. Section 34191.4(c) of the Dissolution Law allows a successor agency that has received a Finding of Completion ( "Finding ") to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond 2016 -04 -12 Agenda Packet Page 84 proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule ( "ROPS "). H. The Successor Agency received the Finding from the State of California Department of Finance dated as of May 7, 2013. I. The CRL pre- dissolution provided for, and the Dissolution Law post- dissolution continues to provide for, a cooperative relationship between sponsoring cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies. Under CRL Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. CRL Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes. Section 34178(a) of the Dissolution Law allows a successor agency and its sponsoring city to enter into agreements, subject to Oversight Board approval under Section 34180(h) of the Dissolution Law. J. The Successor Agency has and will have proceeds of its Redevelopment Agency of the City of Chula Vista 2008 Tax Allocation Refunding Bonds (Merged Redevelopment Project) (the "2008 Bonds "; and, together with other funds described in Section 2.1 below, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation. The Successor Agency desires to transfer such Excess Bond Proceeds (defined below) to the City to enable the City to expend or allocate such Excess Bond Proceeds for expenditures consistent with all applicable covenants of the 2008 Bonds. K. The Successor Agency desires to transfer its Excess Bond Proceeds to the City to enable the City to use or allocate such Excess Bond Proceeds in a manner consistent with the covenants of the 2008 Bonds and to undertake projects and programs that were not previously funded and obligated by the former Agency pre- dissolution or by the Successor Agency post- dissolution, or by the City pre- or post- dissolution. The City previously took action to allocate such Excess Bond Proceeds to certain public improvement projects undertaken by the City. The City Council and former Successor Agency Board have found that the use of Excess Bond Proceeds to fund various capital improvements within and outside the Merged Chula Vista Redevelopment Pro ect Area complies with CRL Sections 33445, 33445. 1, and 33679 and other applicable law. On April 11, 2016, the Oversight Board determined that the expenditure of Excess Bond Proceeds in accordance with this Agreement will benefit the affected taxing entities, and approved the execution of this Agreement and the transfer of Excess Bond Proceeds to the City for the purposes described herein. L. In order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated this Agreement requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's agreement to use such proceeds consistent with all applicable covenants, conditions, restrictions and obligations under the 2008 Bonds. The parties intend that this Agreement shall constitute an excess bond proceeds obligation within the meaning of the Dissolution Law to be paid from Excess Bond Proceeds. With Oversight Board approval and a successful Meet and Confer process with the California Department of Finance, the Successor Agency will list this Agreement, and the requirement to transfer excess bond proceeds herein, on its ROPS 2016 -17 as an obligation to be funded with Excess Bond Proceeds, and as and if applicable on successive ROPS if required by the Dissolution Law. 2 2016 -04 -12 Agenda Packet Page 85 NOW, THEREFORE, the parties hereto do mutually agree as follows: 1. RECITALS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. 2. DEFINITIONS For purposes of this Agreement, the following terms shall have the indicated meaning: 2.1 "Dissolution Law" is defined in Recital D. 2.2 "Bond Proceeds" is defined in Recital J and also includes (1) proceeds from tax allocation bonds issued on or before December 31, 2010, (2) rents, sale proceeds and other revenues generated by properties acquired and /or improved with proceeds from tax allocation bonds issued on or before December 31, 2010, (3) interest and principal paid on loans funded by proceeds from tax allocation bonds issued on or before December 31, 2010, (4) moneys held by the trustee in connection with the issuance of the 2008 Bonds, and (5) other income or revenues generated from assets acquired or funded with proceeds from tax allocation bonds issued on or before December 31, 2010. 2.3 "Excess Bond Proceeds" means Bond Proceeds that are not needed to satisfy Enforceable Obligations listed on an approved ROPS. 2.4 "Enforceable Obligations" mean enforceable obligations, other than Excess Bond Proceeds obligations, as defined under the Dissolution Law. 3. SUCCESSOR AGENCY OBLIGATIONS The Successor Agency shall have the following obligations under this Agreement: 3.1 Current Excess Bond Proceeds. The Successor Agency shall transfer to the City, as soon as practicable and no later than January 1, 2017, Excess Bond Proceeds currently held by the Successor Agency in an amount not to exceed (i) $47,595 (the "Base Amount "), together with (ii) $1,282,793 as held by the trustee for the 2008 Bonds (the "Trustee Amount "), for a total of $113301388. 3.2 Future Excess Bond Proceeds. The Successor Agency shall transfer to the City all future Excess Bond Proceeds held or received by the Successor Agency. Such future Excess Bond Proceeds shall include, without limitation, (1) Bond Proceeds previously obligated to a project or other Enforceable Obligation that become unobligated for any reason, (2) Bond Proceeds that become available in the form of rents, sale proceeds, loan repayments, other income, or other revenues that are generated by properties or other assets acquired and /or improved with Bond Proceeds and that are not otherwise obligated to a project, program, or other Enforceable Obligation, and (3) any other funds held by the Successor Agency that qualify as Excess Bond Proceeds under this Agreement. The parties intend that payments of future Excess Bond Proceeds be made to the City as soon as possible after such Excess Bond Proceeds become available. The transfer of future Excess Bond 3 2016 -04 -12 Agenda Packet Page 86 Proceeds to the City shall be made pursuant to an approved ROPS within 30 days of the commencement of the relevant ROPS period. The Successor Agency shall be responsible for ensuring that payments of future Excess Bond Proceeds to the City, as such funds become available, are included on the next possible ROPS. 3.3 Projects Funded By Excess Bond Proceeds. The Successor Agency assigns to the City all responsibilities in relation to the administration and implementation of any projects or programs funded by Excess Bond Proceeds. The Successor Agency assigns to the City all contracts entered into by the Successor Agency post- dissolution or the former Agency pre- dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, including the bond documents for the 2008 Bonds, which shall be retained by the Successor Agency. The transfer of moneys held by the trustee for the 2008 Bonds shall remain subject to the terms of the indenture of trust prepared in connection with the issuance of the 2008 Bonds (the "2008 Indenture ") and the Tax Certificate executed by the former Agency in connection with the issuance of the 2008 Bonds (the "2008 Tax Certificate "). 4. CITY OBLIGATIONS The City shall have the following obligations under this Agreement: 4.1 Excess Bond Proceeds. The City shall accept, hold, disburse and administer Excess Bond Proceeds transferred to the City by the Successor Agency under this Agreement, including current Excess Bond Proceeds and future Excess Bond Proceeds. The City shall retain any Excess Bond Proceeds that it receives, such as revenue generated from properties acquired or improved with Excess Bond Proceeds or payments on loans funded from Excess Bond Proceeds, without any obligation to return such funds to the Successor Agency, and shall use or allocate such funds for uses consistent with applicable covenants of the 2008 Bonds. The City may spend or allocate Excess Bond Proceeds (including the Base Amount and the Trustee Amount) received or retained under this Agreement on any project, program, or activity authorized under the 2008 Indenture and the 2008 Tax Certificate. Notwithstanding anything to the contrary in this Agreement, the City shall spend or allocate Excess Bond Proceeds consistent with all covenants of the 2008 Bonds applicable to the particular Excess Bond Proceeds. The City shall be solely responsible for ensuring that Excess Bond Proceeds are maintained and spent (or allocated to expenditures) in accordance with all covenants of the 2008 Bonds and other applicable laws. The City may transfer funds between approved projects, programs and activities. The City hereby assumes all contracts entered into or assumed by the Successor Agency post dissolution or entered into by the former Agency pre- dissolution related to the expenditure of Excess Bond Proceeds and any activities to be funded by Excess Bond Proceeds, with the exception of those contracts relating to Enforceable Obligations, which shall be retained by the Successor Agency. The City shall perform its obligations hereunder, and under such assumed contracts, in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA and /or NEPA, and shall timely complete the work required for each project commenced by the City pursuant to this Agreement and the 2008 Indenture and the 2008 Tax Certificate. E 2016 -04 -12 Agenda Packet Page 87 5. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 5.1 This Agreement constitutes the entire understanding and agreement of the parties with respect to the transfer and use of Excess Bond Proceeds. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 5.2 This Agreement is intended solely for the benefit of the City and the Successor Agency. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Successor Agency, there shall be no third party beneficiaries under this Agreement. 5.3 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. 6. SEVERABILITY If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. In addition, the parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. 7. DEFAULT If either party fails to adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract or to seek specific performance. The rights and remedies of the non - defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non - defaulting party against the defaulting party. 8. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. 9. NON - LIABILITY OF MEMBERS, OFFICIALS, EMPLOYEES ANGE AGENTS; NON - RECOURSE OBLIGATION No member, officer, official, employee, agent or representative of the Successor Agency or the City shall be personally liable for performance by the Successor Agency or City hereunder, for breach or default by the City or Successor Agency hereunder, for any amounts which may be payable or become due hereunder, or for any judgment or execution thereon entered in any action. 5 2016 -04 -12 Agenda Packet Page 88 10. FURTHER ASSURANCES Each party agrees to execute, acknowledge and deliver all additional documents and instruments, and to take such other actions as may be reasonably necessary to carry out the intent of this Agreement. [SIGNATURES ON NEXT PAGE] T 2016 -04 -12 Agenda Packet Page 89 In witness whereof, the undersigned parties have executed this Bond Proceeds Expenditure Agreement as of the date first above written. ATTEST: Donna Norris, City Clerk ATTEST: Donna Norris, Successor Agency Secretary "CITY" CITY OF CHULA VISTA, a California municipal corporation and charter city MOD Mayor "SUCCESSOR AGENCY" SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public body corporate and politic MOD 7 Successor Agency Chair 2016 -04 -12 Agenda Packet Page 90 SUCCESSOR AGENCY RESOLUTION NO. RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS TO THE CITY FOR BOND - ELIGIBLE PURPOSES, DIRECTING THE TRANSFER OF SUCH FUNDS TO THE CITY, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the Successor Agency ( "Successor Agency ") to the Redevelopment Agency of the City of Chula Vista has been established to take certain actions to wind down the affairs of the Redevelopment Agency of the City of Chula Vista in accordance with the Health and Safety Code; and WHEREAS, Section 34191.4(c) of the Dissolution Act allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on May 7, 2013; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to approval of the Oversight Board to the Successor Agency pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Redevelopment Agency of the City of Chula Vista 2008 Tax Allocation Refunding Bonds (Merged 2016 -04 -12 Agenda Packet Page 91 Successor Agency Resolution No. Page 2 Redevelopment Project) (together with other funds described in the Agreement, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds (defined in the Agreement) to the City to enable the City to use such Excess Bond Proceeds for redevelopment purposes, including capital public improvement expenditures previously made by the City, and in a manner consistent with the original bond covenants; and WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ( "Agreement ") requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, the Successor Agency and City intend that the Agreement shall constitute an excess bond proceeds obligation within the meaning of Health and Safety Code Section 34191.4(c)(2)(A) to be paid from Excess Bond Proceeds; and WHEREAS, the Successor Agency desires to approve the Agreement in substantially the form submitted herewith, and direct the Executive Director to list the Agreement, and the requirement to transfer Excess Bond Proceeds set forth therein, on the Recognized Obligation Payment Schedule for July 1, 2016 through June 30, 2017 as an obligation to be funded with Excess Bond Proceeds; and NOW, THEREFORE, BE IT RESOLVED by the Successor Agency for the Successor Agency to the Redevelopment Agency for the City of Chula Vista as follows: Section 1. The foregoing Recitals are incorporated into this Resolution by this reference. Section 2. The Successor Agency hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds to fund City capital improvement projects including acquisition and /or construction of public buildings, facilities, structures, or other improvements is in accordance with Health and Safety Code Sections 33445, 33445. 1, and 33679 and other applicable law. Section 3. The Successor Agency has determined that the expenditure of Excess Bond Proceeds in accordance with the Agreement will benefit the affected taxing entities and hereby approves the execution of the Agreement and the transfer of Excess Bond Proceeds to the City for the purposes described in the Agreement. Section 4. The Successor Agency hereby approves the Bond Proceeds Expenditure Agreement in substantially the form submitted herewith. Section 5. The Successor Agency hereby authorizes and directs the Executive Director to the following actions: 2016 -04 -12 Agenda Packet Page 92 Successor Agency Resolution No. Page 3 a. Execute the Bond Proceeds Expenditure Agreement in the form presented herewith with such changes, insertions and omissions as may be approved by the Executive Director of the Successor Agency; b. List the Agreement, and the requirement to transfer Excess Bond Proceeds set forth therein, on the Successor Agency's Recognized Obligation Payment Schedule for July 1, 2016 through June 30, 2017 ( "ROPS 16 -17 ") as an obligation to be funded with Excess Bond Proceeds; and C. Upon receiving approval of the Bond Proceeds Expenditure Agreement and ROPS 16 -17 from the California Department of Finance, transfer all Excess Bond Proceeds to the City for use by the City in accordance with the Bond Proceeds Expenditure Agreement. Section 6. This Resolution shall take effect upon the date of adoption. Section 7. The Successor Agency Secretary shall certify to the adoption of this Resolution. Presented by David Bilby, MSBA, CPFO Treasurer Approved as to form by Glen R. Googins Agency General Counsel 2016 -04 -12 Agenda Packet Page 93 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A BOND PROCEEDS EXPENDITURE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA PROVIDING FOR THE TRANSFER OF EXCESS BOND PROCEEDS BY THE SUCCESSOR AGENCY TO THE CITY FOR BOND - ELIGIBLE PURPOSES, ACCEPTING SUCH FUNDS FROM THE SUCCESSOR AGENCY, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH WHEREAS, the Successor Agency ( "Successor Agency ") to the Redevelopment Agency of the City of Chula Vista has been established to take certain actions to wind down the affairs of the Redevelopment Agency of the City of Chula Vista in accordance with the Health and Safety Code; and WHEREAS, Section 34191.4(c) of the Dissolution Act allows a successor agency that has received a finding of completion to use bond proceeds from bonds issued prior to 2011 for the purposes for which the bonds were sold, provides that such proceeds in excess of amounts needed to satisfy approved enforceable obligations shall be expended in a manner consistent with the original bond covenants, and further provides that such expenditures shall constitute "excess bond proceeds obligations" that shall be listed separately on the successor agency's Recognized Obligation Payment Schedule; and WHEREAS, the Successor Agency received its Finding of Completion under Health and Safety Code Section 34179.7 from the California Department of Finance on May 7, 2013; and WHEREAS, the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) provides for a cooperative relationship between cities and their redevelopment agencies, as well as their successor agencies who have assumed the duties and obligations of the former redevelopment agencies; and WHEREAS, under Health and Safety Code Section 33220, a city may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects; and WHEREAS, Health and Safety Code Section 33220(e) specifically authorizes a city to enter into an agreement with its redevelopment agency or any other public entity to further redevelopment purposes; and WHEREAS, Health and Safety Code Section 34178(a) allows a successor agency and its sponsoring city to enter into agreements, subject to approval by the Oversight Board to the Successor Agency pursuant to Health and Safety Code Section 34180(h); and WHEREAS, the Successor Agency has and will have proceeds of its Redevelopment Agency of the City of Chula Vista 2008 Tax Allocation Refunding Bonds (Merged 2016 -04 -12 Agenda Packet Page 94 Resolution No. Page 2 Redevelopment Project) (together with other funds described in the Agreement, "Bond Proceeds ") that are not otherwise obligated for a project or other enforceable obligation; and WHEREAS, the Successor Agency desires to transfer its Excess Bond Proceeds (defined in the Agreement) to the City to enable the City to use such Excess Bond Proceeds for redevelopment purposes, including capital public improvement expenditures previously made by the City, and in a manner consistent with the original bond covenants; and WHEREAS, in order to facilitate the use of Excess Bond Proceeds consistent with all applicable bond covenants, the Successor Agency and the City have negotiated the terms of that certain Bond Proceeds Expenditure Agreement ( "Agreement ") requiring the transfer of current and future excess bond proceeds by the Successor Agency to the City, and the City's use of such proceeds consistent with all applicable bond covenants; and WHEREAS, the Successor Agency and City intend that the Agreement shall constitute an excess bond proceeds obligation within the meaning of Health and Safety Code Section 34191.4(c)(2)(A) to be paid from Excess Bond Proceeds; and WHEREAS, the City Council desires to approve the Agreement in substantially the form submitted herewith; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista as follows: Section 1. The foregoing Recitals are incorporated into this Resolution by this reference. Section 2. The City Council hereby finds and determines, based on all evidence and testimony contained in the record before it, that the use of Excess Bond Proceeds to fund City capital improvement projects including acquisition and /or construction of public buildings, facilities, structures, or other improvements is in accordance with Health and Safety Code Sections 33445, 33445. 1, and 33679 and other applicable law. Section 3. The City Council has determined that the expenditure of Excess Bond Proceeds in accordance with the Agreement will benefit the affected taxing entities and hereby approves the execution of the Agreement and accepts the transfer of Excess Bond Proceeds from the Successor Agency for the purposes described in the Agreement. Section 4. The City Council hereby approves the Bond Proceeds Expenditure Agreement in substantially the form submitted herewith. Section 5. The City Council hereby authorizes and directs the City Manager to take the following actions: a. Execute the Bond Proceeds Expenditure Agreement in the form presented herewith with such changes, insertions and omissions as may be approved by the City Manager; 2016 -04 -12 Agenda Packet Page 95 Resolution No. Page 3 b. Upon receiving Excess Bond Proceeds from the Successor Agency pursuant to the Agreement, allocate and /or expend such moneys in accordance with all applicable covenants relating to the use of such proceeds. Section 6. This Resolution shall take effect upon the date of adoption. Section 7. The City Clerk shall certify to the adoption of this Resolution. Presented by Approved as to form by David Bilby, MSBA, CPFO Director of Finance /Treasurer Glen R. Googins City Attorney 2016 -04 -12 Agenda Packet Page 96 .� Emma CITY OF CHULAVISTA File #: 16 -0107, Item #: 4. City of Chula Vista Staff Report DISCUSSION AND POSSIBLE ACTION REGARDING THE REAPPOINTMENT PROCESS FOR MEMBERS OF CHULA VISTA COMMISSIONS WHO ARE INTERVIEWED AND APPOINTED BY THE COUNCIL RECOMMENDED ACTION Council discuss the reappointment process and provide direction to staff. SUMMARY The Council made a referral to staff to provide information and possible alternative processes for the reappointment of members to commissions who are interviewed and appointed by the Council. This item presents some suggestions for processes for Council's consideration. ENVIRONMENTAL REVIEW Environmental Notice The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality Act 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 activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required. BOARD /COMMISSION RECOMMENDATION Not applicable DISCUSSION Background The Council made a referral to staff to provide information and possible alternative processes for the reappointment of members to commissions who are interviewed and appointed by the Council. There are 19 active boards and commission in the members to four of them. The commissions whose full Council are: - Growth Management Oversight Commission - Parks & Recreation Commission City. The full Council interviews and appoints members are interviewed and appointed by the City of Chula Vista Page 1 of 4 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 97 File #: 16 -0107, Item #: 4. - Planning Commission - Two seats on the Civil Service Commission The standard term for these commissions is four years, beginning July 1 and ending June 30 four years later. Members are limited to serving a maximum of two consecutive terms. Current Reappointment Process and Timeline Timeframe Activity Throughout the year Commission secretaries are responsible for providing the Councilmembers with copies of minutes within 10 days of approval (CVMC 2.25.230) By December 31 A list of commission members whose terms expire the following calendar year is posted at City Hall, the Civic Center Library, and online, in compliance with the Maddy Act. June The City Clerk's office contacts eligible Commissioners to determine their interest in being considered for reappointment. July 1 Councilmembers are provided an informational memorandum with the attendance records and activities for the previous fiscal year. (CVMC 2.25.120, 2.25.280) Early- to Mid -July An item is placed on the Council agenda for the Council to consider whether or not to reappoint those members who are eligible and interested. Reappointment Process Options 1. Continue the current process. Consider reappointments based on the member's attendance, and the commission's activity report, and minutes. A report indicating the member's compliance with required training can also be provided. A majority of the Council votes to either approve or disapprove the reappointment. If the reappointment is not approved, the seat would then be filled using the established appointment process. 2. Add an interview component to the existing process. The Council could interview incumbents as part of the reappointment process. In a survey of other cities (see tables below and Attachment 2), interview processes ranged from asking incumbents to make a brief statement regarding their interest and qualifications at a regular Council meeting, to scheduling a special meeting at which the Council asked a series of questions. 3. Appoint a subcommittee of the Council to make reappointment recommendations. The Council could appoint a subcommittee of two members who could make recommendations for reappointments to the full Council for consideration. 4. Require incumbents to reapply. Use the existing appointment process (see Attachment 1) to consider the incumbent as well as any qualified members of the public who wish to be considered to fill the seat. If the Council chooses a process that involves interviewing incumbents, the interview process could be waived for those members who have served less than two years. When a member is appointed to fill a mid -term vacancy, he or she serves for the remaining unexpired term. If the unexpired term has less than two years remaining, it is not considered a term for purposes of the two - consecutive -term City of Chula Vista Page 2 of 4 Printed on 4/7/2016 2016 -04 -12 Agenda Packet powered by L aige 98 File #: 16 -0107, Item #: 4. limit. Therefore, an individual appointed to fill an unexpired term of less than two years may subsequently be appointed to two full terms. For example, one of the terms expiring in June 2016 is for a member of the Parks and Recreation Commission who was just interviewed by the full Council and appointed in November 2015. The member filled a vacancy that had only seven months remaining in the unexpired term. The Council may decide not to re- interview incumbents in similar situations. Survey Results of Other Cities' Reappointment Processes Forty -five California cities responded to a survey regarding their reappointment processes. Results of the survey have been attached (Attachment 2). Highlights of the survey are presented below: Recommendation fo r Appointment Made By S1 �f Specific CoUrKiI Seat 5 a City of Chula Vista 2016 -04 -12 Agenda Packet C r;:[iI 14% Incumbents Interviewed for Reappointment Incumbents'_ k Discretion 4 No 36 r Interviews Conducted at Council Meeting No 26 Yes 74 Page 3 of 4 Yes 60% Printed on 4/7/2016 powered by Le istarTM Page 99 File #: 16 -0107, Item #: 4. DECISION -MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site- specific and consequently, the 500 -foot rule found in California Code of Regulations Title 2, section 18702.2(x)(11), is not applicable to this decision for purposes of determining a disqualifying real property - related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware, and has not been informed by any City Councilmember, 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: Operational Excellence, Economic Vitality, Healthy Community, Strong and Secure Neighborhoods and a Connected Community. Support for boards and commissions, including executing reappointment processes, is directly related to the Connected Community goal. Members of the City's boards and commissions play a vital role by participating in the City's processes and helping influence public policy with their diverse viewpoints. CURRENT YEAR FISCAL IMPACT The current fiscal year impact is anticipated to consist of staff time to coordinate reappointments using the Council's desired processes. Staff does not anticipate that additional funds will be required. ONGOING FISCAL IMPACT The ongoing fiscal year impact is anticipated to consist of staff time to process reappointments using the Council's desired processes. Staff does not anticipate that additional funds will be required. ATTACHMENTS 1. Interim Appointment Process for Members of the Growth Management Oversight, Parks and Recreation, Planning, and Civil Service Commissions 2. Survey results Staff Contact: Kerry Bigelow City of Chula Vista Page 4 of 4 Printed on 4/7/2016 powered by 2016 -04 -12 Agenda Packet P get100 ciTV of CHULAVISTA INTERIM APPOINTMENT PROCESS FOR MEMBERS OF THE GROWTH MANAGEMENT OVERSIGHT, PARKS & RECREATION, PLANNING, AND CIVIL SERVICE' COMMISSIONS The below process is intended to clarify and further describe the details of the interview and appointment processes as stated in CVMC §§ 2.25.050 (E) and 2.43.050, and City Charter Section 609. Effective June 16, 2015, the following process will be used to appoint members to the Growth Management Oversight, Parks & Recreation, Planning, and Civil Service 1 Commissions (the "Commissions "): • An individual desiring to serve on one of the Commissions shall complete an application, pursuant to CVMC section 2.25.050A. The application form shall be available through the City Clerk's office and will specify the required components for an application to be deemed complete. • Within ten business days of a Commission seat becoming vacant, the City Clerk will provide the Mayor and each Councilmember with all complete applications received for that Commission during the previous two years. • The Mayor and each Councilmember shall independently review forwarded applications for the vacant position. Should four or fewer applications be received for a vacant seat, the City Council will interview all applicants using the following process: 1. At an open meeting of the City Council, the Mayor and Council shall collectively set a date and time to hold an open meeting of the City Council for the purpose of interviewing each applicant. 2. At the meeting set for interviews, any member of the public shall be afforded the opportunity to speak to the item prior to the interviews. 3. The Mayor and Council will then conduct the interviews. 4. Public comment will be heard after the interviews. 5. Following the interviews and public comment, the Mayor and City Council shall publicly deliberate and select one individual for the available position. 2 The affirmative votes of at least three Council members are required for appointment. 1 The interim appointment process for the Civil Service Commission only applies to the seats of the two members appointed by the City Council directly 2 If multiple vacancies occur on a Commission simultaneously, the City shall conduct interviews pursuant to this Interim Appointment Process, and select from that process as many appointees as are necessary to fill the vacancies. 2016 -04 -12 Agenda Packet Page 101 Interim Appointment Process for Members of the Growth Management Oversight, Parks & Recreation, Planning, and Civil Service' Commissions Page 2 Should five or more applications be received for a vacant seat, the City Council will interview certain applicants using the following process: 1. An item will be placed on the agenda of an open City Council meeting indicating that nominations for interview will take place. The vacancy and the applicants' names will be listed. 2. At the meeting, any member of the public shall be afforded the opportunity to speak to the nomination item. 3. Following the public comment period, each Councilmember will complete a form indicating one or more applicants each wishes to nominate for an interview and provide it to the City Clerk. The forms submitted to the Clerk shall be public record and retained on file in the Office of the City Clerk. 4. The City Clerk shall then publicly announce each applicant receiving two or more nominations and indicate that each Councilmember's nomination form is available for public review. 5. The Mayor and Council shall then collectively set a time to hold an open meeting of the City Council for the purposes of interviewing each applicant that received two or more nominations. 6. At the meeting, prior to interviews taking place, any member of the public shall be afforded the opportunity to speak to the item. 7. The Mayor and Council will then conduct the interviews. 8. Public comment will be heard again after the interviews. 9. Following interviews and public comment, the Mayor and City Council shall deliberate and select one individual for the available position. 3 3 If multiple vacancies occur on a Commission simultaneously, the City shall conduct interviews pursuant to this Interim Appointment Process, and select from that process as many appointees as are necessary to fill the vacancies. 2016 -04 -12 Agenda Packet Page 102 Survey Results -Rea pointment Processes - 2/2016 Appointment Incumbents Interviews # Recommended Interviewed for Re- Conducted at Respondents' Notes By: appointment? Council Meeting? Councilmembers interview all applicants, including 1 Council Yes Yes incumbents, unless no one else applied for a — position other than an incumbent. — 2 Mayor Yes No Interviews are conducted by the Mayor and a staff member for the Board or Commission. Council conducts interviews at a special meeting. If 3 Council Yes Yes an incumbent is the only applicant, the council may elect not to re- interview. The interviews are done panel style. There is no 4 Council Yes Yes requirement that an applicant or incumbent be interviewed in order to be appointed or reappointed. 5 Council Yes Yes When a commission or board consists of 5 6 Specific Council Seat No N/A (members, each council member appoints one member. 7 Mayor No N/A Biennial recruitments are conducted in even- Specific Council numbered years, with individual appointment 8 Seat y y Yes Yes recommendation made b the newt elected Councilmembers who have corresponding terms of office; appointment is ratified by the full Council. 9 ( Council No N/A The Mayor makes appointments annually with 10 Mayor Yes Yes consensus of the Council. All applicants are interviewed in open session. 11 Council No N/A Each councilmember may nominate one or more persons to be members of a commission, with the 12 Council Yes Yes appointments /reappointments by majority vote of the council. Reappointments are subject to the same process as initial appointments. The applicants make a 2- minute opening statement 13 Council Yes Yes prior to questions from Council. Those seeking reappointment complete an application and are � ,interviewed. 14 lCouncil No N/A 15 JCouncil No N/A L16 Council Yes Yes 2016 -04 -12 Agenda Packet Page 103 Survey Results -Rea pointment Processes - 2/2016 Appointment Incumbents Interviews # Recommended Interviewed for Re- Conducted at Respondents' Notes By: appointment? Council Meeting? The Council interviews all applicants, including incumbents. Each Councilmember is given a paper 17 Council Yes Yes ballot and votes after the interviews. The top applicants are recommended for approval and the Council votes on the appointments. 18 Council No N/A The Mayor and Vice Mayor contact each incumbent, talk about their term and time on the 19 Subcommittee Yes No board or commission and ask the incumbent if they wish to be reappointed. The Council then votes to reappoint those who are interested. All applicants and incumbents are invited to the 20 Mayor If requested N/A council meeting at which appointments are lexpected to be made so that they can introduce themselves and provide background information. 21 Staff Yes Yes The Council liaisons (primary /secondary) do the interviews and make recommendation to Council. 22 Mayor Yes No Yes When there is a large number of applicants the 23 Council I Yes Council as a whole will conduct the interviews. If an 24 Mayor Yes No incumbent is the only applicant, they are reappointed. 25 Mayor No N/A A Committee presides over the selection process, which is done in private. The council adopts a 26 Subcommittee Yes No resolution of procedures governing the selection process of the committee. The Mayor makes the final appointments. 27 Council Yes Yes 28 Council Yes Yes If there are no new applicants for a given seat and 29 Council Yes Yes the incumbent wishes to be reappointed they do not have to interview. 30 Mayor No N/A For Planning Commission, formal interviews by the full Council are conducted at a special meeting. 31 Council Yes Yes N/A For Planning commission, formal interviews by the 32 Mayor No I mayor and two councilmembers are conducted. 2016 -04 -12 Agenda Packet Page 104 Survey Results -Rea pointment Processes - 2/2016 Appointment Incumbents Interviews � # Recommended Interviewed for Re- Conducted at Respondents Notes By: appointment? Council Meeting? 33 Council Yes Yes 34 Mayor Yes No Incumbents must reapply to be considered for .another term. 35 Subcommittee No N/A N/A Yes Incumbents re -apply and interview 36 Council No Yes Yes No No 37 Subcommittee 38 Council Yes 39 Council N/A N/A 40 Mayor 41 Council Yes Yes 42 Subcommittee No N/A It is up to each applicant to make an appointment 43 Council If requested N/A to interview with the Mayor and Council. Incumbents may be interviewed if they request it. 44 Subcommittee 45 Council Yes No No N/A 2016 -04 -12 Agenda Packet Page 105 .� Emma CITY OF CHULAVISTA File #: 16 -0191, Item #: 5. City of Chula Vista Staff Report CONSIDERATION OF APPROVING FINAL TERMS FOR THE AGREEMENT WITH THE POINT LOMA TRUST FOR THE OPERATIONS OF THE CHULA VISTA ELITE ATHLETE TRAINING CENTER RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING FINAL TERMS FOR THE AGREEMENT WITH THE POINT LOMA TRUST FOR THE OPERATIONS OF THE CHULA VISTA ELITE ATHLETE TRAINING CENTER AND DIRECTING STAFF TO FINALIZE AGREEMENTS CONSISTENT THEREWITH This item further implements City Council action taken on March 15, 2016 where the Council approved general terms for City's engagement of The Point Loma Trust (PLT) to be City's third -party operator of the Chula Vista Olympic Training Center ( CVOTC). Final terms have now been negotiated and are presented for City Council approval, with direction to staff to finalize agreements consistent with these terms. This action is one of series that the City Council has taken to effect the transfer of fee title and operational control of the CVOTC from the United States Olympic Committee (USOC) to the City. City Council has already approved the Transfer Agreement and Core Agreement with the USOC that provides for this transfer to occur on December 31, 2016. Under the proposed agreement with PLT, working with City and the USOC, PLT would start transitioning its operations of the center immediately, with full responsibility for day to day operations occurring on January 1, 2017. Council adopt the resolution. 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. City of Chula Vista Page 1 of 1 Printed on 4/7/2016 powered by 2016 -04 -12 Agenda Packet P get106 ITEM #5 Attachments to follow YOU WILL RECEIVE AN E -MAIL INDICATING WHEN THE ATTACHMENTS WILL BE AVAILABLE FOR THIS ITEM 2016 -04 -12 Agenda Packet Page 107 .� Emma CITY OF CHULAVISTA File #: 2316 -0188, Item #: 6. City of Chula Vista Staff Report RATIFICATION OF APPOINTMENTS OF CHULA VISTA ADVISORY COMMISSION: - Ricardo Jimenez - Mary Cruz - Mora de Murguia - Diana Milburn - Roman Partida -Lopez - Diana Velo - Lorena Quiroz - Lucia Martinez - Ana Melgoza City of Chula Vista 2016 -04 -12 Agenda Packet THE FOLLOWING INDIVIDUALS TO THE HEALTHY Page 1 of 1 Printed on 4/7/2016 powered by LegistarTM Page 108 OFFICE OF THE MAYOR Mary Casifflas Salas MEMO April 7, 2oi6 TO- Donna Norris, City Clerk CC. Derry Bigelow, Senior Deputy City Clerk IA: Adri nnar Hernandez, Con tituent Services Representative FROM: Mayor harry Casillas Salas E: Healthy Chula Vista Advisory Commission Appointments The Mayor would like to recommend Ricardo Jimenez, Mary Cruz, Mora de ll ur ui , Diana Milburn, Roman P mid - Lopez, Diana Velo, Lorena Quiroz, Lucia Martinez and Ana I l l o a for appointment to the Healthy Chula Vista Advisory Commission. Please plane these items on the April 12, 2016 Council agenda for ratification and schedule the oaths of offices for their first meeting on April 14, 2016. Thank you. Fourth Avenue • Chula Vista • California 91910 • (619) 651 -5044 # Fax ( 19 ) 476 -5379 2016 -04 -12 Agenda Packet Page 109 1 a@ h u 1 a�• ita ca.0 �R V1^14 nr&+umrr R ntlyd CakpSr Lea h La rra rte From: webmaster Sent: Tuesday, February 23, 2616 12:11 PM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 02/23/2016 12:11 PM Response #: 1 Submitter ID: 10035 P address: 199.164.160.4 Time to complete: 22 min. , 57 sec. Survey Details 2016 -04 -12 Agenda Packet Page 110 .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . g. �econda Phone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 -04 -12 Agenda Packet Page 111 Thank you, City of Chula Vista This is an automated message generated by the Vision Content Management System". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 112 Mary Cruz MANAGER COMMUNITY AND MULTICULTURAL RELATIONS Biographical Information NAME: MARY CRUZ TITLE: MANAGER COMMUNITY AND MULTICULTURAL RELATIONS SHARP CHULA VISTA MEDICAL CENTER EDUCATION INSTITUTION DEGREE YEAR FIELD OF (Indicate Location) CONFERRED STUDY SDSU Bachelors 1977 Public Relations, Sociology Professional Experience: 1997 to present Manager: Community and Sharp Chula Vista Medical Center Multicultural Relations Chula Vista, CA 1996 to 1997 Community Relations /Marketing Sharp Health Plan, San Diego, CA Coordinator 1991 to 1996 Trainer /intervention Coordinator University of California, San Diego, 1986 to 1991 Director — Vocational Training School Construction Industries Corporation and Job Placement Services San Diego, CA 1982 to 1986 Employment /Training Specialist Federally funded programs Volunteer, Certification, and Recognition opportunities Recipient of 5 Sharp Center of Recognized Excellence awards, and one system -wide Pillar Award Certification of Completion in Patient Navigation, Harold P. Freeman Institute for Patient Navigation, NY San Diego Human Dignity Foundation, board member /secretary, Chair of AIDS/HIV Coalition Kiwanis Club of Bonita, Board Member San Diego Immunization Coalition, Dept. of Health and Human Services, Past Co -Chair Planned Parenthood Federation of America, Past National Board member, Chair of Diversity Programs Planned Parenthood of San Diego and Riverside Counties, Past Chair Susan G. Komen Foundation Board, Past Susan G. Komen National Latina Advisory Board, Past MANA of San Diego County, Past President; initiated Hermanitas Program and Scholarship Awards A not - for - profit, national Latina organization. Recipient of "Certificate of Special Congressional Recognition" for community service, 1996 Recipient of Channel 10 "Leadership Award ", 1995 Recipient of McDonald's Corporation "Anonymous Hero Award ", 1994 Recipient of MANA's "Member of the Year ", 1992 Recipient of "The Hank Navarette Award" from San Diego Blood Bank for Latino Bone Marrow Drive and education efforts, 1998 Recipient of "Volunteer of the Year Award ", Sharp Federal Credit Union, 1998 Recipient of Certificate of Appreciation from the American Red Cross (volunteer Public Information Officer and Disaster Preparedness Instructor) Graduate of Dale Carnegie Course — Speaking and Human Relations 2016 -04 -12 Agenda Packet Page 113 Publications: Navarro, A.M., McNicholas, L.J., Cruz, M., McKennett, M., Sanchez, 0., Senn, K.L., Cafiez, B. (2007), Development and Implementation of a Curriculum on Cancer Screening for Small Groups of Latino Women. Journal of Cancer Education, 22:3, 180 -190. Senn, KL, McNicholas, LJ, Roppe, B, Campo, M, et al. Por La Vida: Darnos Cuenta: Meiorando el Bienestar de Nuestras Familias, San Diego: San Diego State Foundation, 1992 McNicholas LJ; Cruz, M; McKennet, M; Navarro, A; Senn, KL; et al. Por La Vida: Cuidandome: La Mujer y el Cancer, University of California, San Diego, 1995 Navarro, A; Senn KL; Kaplan, R.MJ.; McNicholas, LJ; Cruz, M; Roppe, B; Monographs, Journal of the National Cancer Institute, Cancer Research in Hispanic Populations in the United States, National Cancer Institute 2016 -04 -12 Agenda Packet Page 114 Lea h La rra rte From: webmaster Sent: Friday, March 18, 2616 16:57 AM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/18/2016 10:56 AM Response #: 14 Submitter ID: 10714 IP address: 72.220.12.165 Time to complete: S min. , 13 sec. Survey Details 2016 -04 -12 Agenda Packet Page 115 . .............................................................................................................. ............................... ...................................................... .............................................................. ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... 7. Pri r� Phan ........................................................................................................................................................................................ ................................................ ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... Member of many Boards and Committees including Heart Assoc, March of Dimes, Medical Society, Latino Health Council ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... 1. 1�IVhata YOU hope to accomplish in the role of a Healthy Chula Vista Advisory Cornmssian+er. 150 words or less ....................................................................................................................................................................................................... .................................................... ............................... Hope to encourage all population, especially Latinos, to exercise more, eat healthy and maintain a good weight ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ................. .................. .. ...................... .............................................................................. ............................... 2�. lfv.. may u load a resume i.. add�tivn tv our a Iication o wnal . y ...p....... y p p p . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... CV Ricardo -dnr: ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... 3 ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... (o) I am familiar with the responsibilities of the Healthy Chula Vista Advisory Commission. I attest that the information I have provided is accurate and true. Thank you, City of Chula Vista ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ...................................................................................................................................... ............................... This is an automated message generated by the Vision Content Management System ". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 117 CURRICULUM VITAE RICARDO A. JIMENEZ, MPH Chu a is a, W 10 BRIEF DESCRIPTION of QUALIFICATIONS: over thirty four years of experience in the health field including mid and top -level administrative positions, program management, strategic planning and direct client services. Successfully implemented community programs, managed over fifty staff, organized large conferences and training events, developed successful grant proposals, prepared and monitored large budgets, reports, statistics and presentations. Masters in Public Health degree, member of many Boards and Committees, actively involved in health professional groups, community advocacy and US- Mexico binational health programs. I. EMPLOYMENT HISTORY: January 2011 to present: Consultant: Work and volunteer on health related projects including conducting interviews, arranging meetings, translating technical documents and setting up a non - profit entity to assist needy children in Mexico and the U. S. July 2009 to December 2010: Technical officer, Pan American Health Organization/World Health organization, US- Mexico Border office (El Paso, TX). Develop partnerships and alliances with government agencies, NGOs and academic institutions on both sides of the border, prepared reports, budgets and grant proposals, organized events, implemented projects and monitored project expenditures. April 2007 to October 2008: DIRECTOR, Hospital Infantil de las Californias. Employed by the Foundation for the Children of the Californias in San Diego to oversee their Tijuana operation. Coordinated the medical, administrative and fundraising efforts and supervised 57 staff. Prepared reports and monthly presentations to U.S. and Mexican Boards, dealt with sponsors, government and community leaders, the media, medical providers, non - profits and the patient community. April 2006 to April 2007: PROGRAM MANAGER for the Council of Community Clinics of San Diego. Developed and implemented Project SMART, a CDC- funded program to provide social marketing training to health departments and community agencies throughout the U. S. and the County- funded Ryan White HIV Treatment program to process claims for HIV - services provided by community clinics. June 2002 to January 2006: ASSISTANT CHIEF, California office of Binational Border Health (part of the California Department of Health Services under a contract with the SDSU Foundation and the University of California at San Diego). Provided overall administrative oversight including personnel management, contract and budget development, reports, staff support to advisory board, liaison between the California Department of Health Services and U. S and Mexican Health officials as well as authorities from other border states. 2016 -04 -12 Agenda Packet Page 118 Curriculum vitae (R. Jimenez), Page 2 July 2001 to June 2002: CONTRACT ANALYST With Public Health Services a Administration, County of San Diego, Health & Human Services Agency (HHSA). Developed and monitored contracts, performed cost efficiency analysis, program planning and evaluation, staff training and Board Letter preparation. July 2000 to July 2001: HEALTH PLANNING & PROGRAM SPECIALIST With the a a Strategy and Planning Division, HHSA, County of San Diego. Developed and implemented an agency - specific and a countywide strategic plan, Worked With programs to identify and monitor performance measures, provided technical assistance, staff training, group presentations, compiled and analyzed data and prepared reports. June 1957 to June 2000: ADMINISTRATIVE ANALYST With various sections of the HHSA (County of San Diego) including Community Health Services (Healthy San Diego program), Mental Health Services (Technical and Administrative Support), Physical Health Services (Immigration Health Services and Primary Care Services) and the Maternal & Child Health Division. Positions Were progressively higher in responsibilities and compensation and involved all facets of administration support including budget, revenue projections, board letter Writing, statistical analysis, personnel supervision, claims preparation and processing, legislative analysis, data collection and processing, report preparation, graphic and Written presentations, contract development and monitoring. October 1951 -June 1957: PROGRAM MANAGERICOORDINAToR for the Special Supplemental Food Program for Women, Infants and Children. Duties consisted of overall program management including hiring of staff, supervision, budget preparation, program planning and outreach, preparation of letters to the Board of Supervisors, statistics, reports, advocacy, and coordination With other units of the Department and community agencies. December 1977- September 1951: PUBLIC HEALTH NUTRITIONIST for San Diego County's WIC program. Designed and implemented the program in nine sites throughout the county; prepared nutrition education plans and counseling protocols, developed an excellent referral system and rapport With community agencies, health clinics and private physicians in San Diego as Well as With colleagues from programs throughout California. II. SCHOLASTIC BACKGROUND: Degrees Obtained: - MASTERS IN PUBLIC HEALTH (1978), School of Health, Loma Linda University - BACHELORS OF SCIENCE in Public Health (1976), School of Public Health, University of California at Los Angeles. Other Courses Completed /Skills obtained: Program Evaluation , Leadership/Management Development Program, Health Executive Leadership Program; courses on Supervision, Performance Measurement, Communications skills, Contracting Principles, Project Management, computer software applications (Power - point, Access, Excel, specialized databases), Personnel Discipline and Motivation, Time /Stress Management, Counseling, Effective Management, Task organization, etc. 2016 -04 -12 Agenda Packet Page 119 Curriculum vitae (R. Jimenez), Page 3 III. OTHER EXPERIENCE: - Presentations to international audiences in the U.S., Mexico, Panama and Guatemala. - organized three "lessons learned" Workshops on the H1N1 flu (El Paso and McAllen, TX and El Centro, CA) - Provided training on benefits of a diverse Workforce (part of County -Wide group) to San Diego County employee groups. - Numerous public speaking and moderator assignments at events such as community health fairs, binational forums and professional Workshops. - Volunteer participation in health education programs and other community Work in urban and rural areas of the United States and Mexico. - Contributor to professional bulletins, community newsletters and Hispanic newspapers. - Translated (English to Spanish and vice- versa) medical and non - medical papers. IV. PROFESSIONAL MEMBERSHIPSICOMMUNITY INVOLVEMENT: American Heart Association, San Diego Chapter Board of Directors (1985 -87); Chairman, Community Outreach Committee (1984, 85) American Public Health Association, Member, Presenter at Annual Meeting (Denver, 2010), received Latino Caucus Excellence Award (November 1995) California/Baja California Binational Health Council Treasurer, Member of Executive Committee City of Chula Vista, Human Relations Commission County of San Diego, Strategic Planning Support Team El Paso- Juarez -Las Cruces Binational Health Council Member, HIV Committee Ethnic Diversity Resource Team County of San Diego, Mental Health Services Health Advisory Committee to Jim Bates, 44th Congressional District Healthier Children Foundation (San Diego), Vice Chair Hispanic Advisory Committee to Bob Filner, 50th Congressional District Latino Health Council of San Diego, Past President and Treasurer March of Dimes Birth Defects Foundation Professional Advisory Committee (1984 -88) 2016 -04 -12 Agenda Packet Page 120 Curriculum vitae (R. Jimenez), Page 4 San Diego County Employee Association, Board of Directors (1989 -90) San Diego County Medical Society Access to Health Care Commission San Diego Hypertension Council Hispanic Task Force (1983, 84), Editor, Hispanic Newsletter (1984) Scripps Hospital -Chula Vista Vice - chair, Community Advisory Board United States/Mexico Border Health Association Chair, Planning Committee for the LXI Annual Meeting (2003) Volunteer for political campaigns both locally and in Las Vegas, Nevada V. BIOGRAPHICAL INFORMATION Life -long resident of the San Diego/ 1, border region; married With three grown children, bilingual /bicultural (fluent in Spanish), able to travel in the U. S . and abroad. 2016 -04 -12 Agenda Packet Page 121 Lea h La rra rte From: webmaster Sent: Friday, March 18, 2616 16:52 PM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/18/2016 10:52 PM Response #: 16 Submitter ID: 10765 IP address: 104.176.75.164 Time to complete: 12 min. , 36 sec. Survey Details 2016 -04 -12 Agenda Packet Page 122 2016 -04 -12 Agenda Packet Page 123 ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... : .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . .............................................................................................................. ............................... . ........ ....... . y.............. ............. ............................... R ............................... ,..................... .... . 3;9. Are you, or have yOU been, tnvvlved in any focal, civic, service of community groups. ....................................................................................................................................................................................................... ................................................... ............................... (o) No . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... 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Not answered ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . . . . 1� what dv ou ho a tv accvm Iish to the role of a Health Chula Vista Adtsv Cvmmissivner? 254 words yr less Y p p Y ....... x"11 ...... � ...................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... I hope to to not only educate and promote healthy changes in our city, but also have Chula Vista be a leader in healthy lifestyles in our county and state. I find it so inspiring when people see how small changes in nutrition, fitness and preventive care can make a big impact in quality of life and the community as a whole can improve. . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... :... .................................................................................................................................................................................................. ........................................................................................................................................ ............................... . 2211 �. a ma u load a res me in addition to our a tica .ion op tional Y.p ... ... ... ... ... ... . 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(o) I am familiar with the responsibilities of the Healthy Chula Vista Advisory Commission. I attest that the information I have provided is accurate and true. Thank you, City of Chula Vista ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ...................................................................................................................................... ............................... This is an automated message generated by the Vision Content Management System ". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 124 Lea h La rra rte From: webmaster Sent: Sunday, April 63, 2616 7:19 PM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application Follow Up Flag: Follow up Flag Status: Flagged A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 04/03/2016 7:19 PM Response #: 19 Submitter ID: 11432 IP address: 76.219.251.34 Time to complete: 39 min. , 53 sec. Survey Details Page 1 ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 1 Prefix . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... (0) Ms. ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 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Ana Melgoza . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 3 Emril ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... 2016 -04 -12 Agenda Packet Page 125 2016 -04 -12 Agenda Packet Page 126 provided is accurate and true. Thank you, City of Chula Vista ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ........................................................................... ............................... . This is an automated message generated by the Vision Content Management System". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 127 ANA R. MELGOZA, MPA = Chula Vista, CA, 91911 SUMMARY OF QUALIFICATIONS: ➢ Over 20 years of public- sector experience in government, philanthropy, higher -ed and social services. ➢ Exceptional interpersonal skills and political acumen. ➢ Highly developed leadership, budgetary and analytical skills. ➢ Proficiently bilingual in English and Spanish. PROFESSIONAL EXPERIENCE: San Ysidro Health Center (SYHC), San Diego, CA Vice President of External Affairs: 07/13 — Present • Collaborate with governmental and community partners in providing SYHC's medical, dental and behavioral health services to vulnerable families while expanding service area. The past 10 years have resulted in 300% increase in growth of staff and a patient base of 45,000 to 90,000 patients. • Direct annual private fund development and special fundraising events including SYHC's Annual Gala and Golf Tournament. The past 2 years have resulted in a 53% increase in gala revenue. • Develop and approve outreach and corporate communications including website, social media, health education materials in various languages such as Spanish and Tagalog. • Manage media relations to bring awareness for services available in the community and daily impact of services. SYHC has been featured for its best practices nationally on Univision and locally in print, radio and television. • Led the Affordable Care Act Outreach and Enrollment team for the inaugural and second enrollment periods resulting in SYHC consistently ranking in the top 20 enrollment entities in California. San Ysidro Health Center (SYHC), San Diego, CA Director of Public Affairs and Government Relations: 05105 —6/13 • Initiated and maintained relationships with governmental agencies, elected offices, school districts, non- profits, hospitals and chambers of commerce to meet the healthcare needs of the community. • Oversaw SYHC's primary annual fundraising programs: Noche de Encanto Gala and Golf Tournament. • Produced positive local, national and international publicity in honor of SYHC's efforts via diverse media mediums (print, television, etc.) , special events and tours. • Advocated for policies and legislation benefitting families served by SYHC. The Medtronic Foundation, Minneapolis, MN Senior Health Program Officer and National Urban Fellow: 09/03 — 03105 • Effectively allocated $1.7 million in grants to over 50 community- driven organizations through the "Health in the Community Grantmaking" program. • Thoroughly evaluated quarterly reports submitted by grant recipients. • Conducted site visits for new and returning grant applicants. • Executed $1 million international, company wide Tsunami Relief Effort. • Managed and coordinated the content/ logistical development of Patient Link conference, "Making Links to the African - American Community: Strategies for Outreach" and received 85% high satisfaction rating by attendees comprised of national patient association leaders. Melgoza Resume 1 of 3 2016 -04 -12 Agenda Packet Page 128 The Don Bosco Center, Kansas City, MO Vice - President of Organizational Development: 08/02 — 05103 • Effectively supervised 4 program managers that oversaw Counseling Services, Nationalities Services, Senior and Youth Development Centers in the greater Kansas City area. • Designed and implemented a process of outcomes -based evaluation for all programming. • Created a 5 -year business plan for the organization by working with board members, clients and staff. • Secured funding through successful proposal development for government contracts and grantmanships. The Center for the City at the University of Missouri - Kansas City (UMKC), Kansas City, MO Manager of Communications and Connections: 01/02 — 07/02 • Established faculty /community relationships for student service - learning projects. • Managed the overhaul of the web site to reach out to a greater audience. • Developed the first newsletter by authoring stories and designing the layout. • Created a database to store information on students, projects and community members. • Executed press conferences and organized community events. FOCUS Kansas City (APA Award Winning Long -term Strategic Plan), Kansas City, MO Assistant Manager for Community Affairs: 04/99 —12/01 • Spearheaded the creation and development of four community FOCUS City Service Centers. • Effectively facilitated neighborhood workshops to engage community members to civic issues. • Met with elected offices to report the results of the community workshops. • Organized public educational events and coordinated city-wide parades to bridge ethnic communities. • Managed public and media relations for the award - winning city program. Social Security Administration, Kansas City, MO and Palestine, TX Bilingual Contact Representative: 08/97- 07/98 Outstanding Scholar Program Benefit Authorizer: 07/96 - 08/97 ■ Acted as a social service, healthcare and employment advocate for all applicants and facilitated appropriate referrals. Provided information over eligibility rights and benefits to the Spanish speaking public. Received "Quality Customer Service Award" CIVIC ACTIVITIES: ♦ Hispanas Organized for Political Equality (HOPE) Leadership Institute, Class of 2010 ♦ LEAD San Diego, Class of 2008 ♦ Ocean Discovery Institute, Vice -Chair of Board: 2007 ♦ South County Economic Development Council, Board Member, since 2012 ♦ Kiwanis Chula Vista Member AWARDS: ❖ 2015 Woman of the Year, Senator Ben Hueso, District 40 ❖ 2016 Woman of the Year, Assemblywoman Lorena Gonzalez, District 80 ❖ Emerging LEADer Award, LEAD San Diego and San Diego Union - Tribune: 2007 •'• National Urban Fellow: 2003 -2004 •'• National Latina Leadership Award, from the National Council of La Raza and the National Foundation for Women Legislators: 2003 •'• National Security Education Program Scholar: 1994 -1995 Melgoza Resume 2 of 3 2016 -04 -12 Agenda Packet Page 129 EDUCATION: City University of New York, Baruch College, School of Public Affairs, New York, NY Master of Public Administration, National Urban Fellow, Magna Cum Laude, 2004 Rockhurst Jesuit University, Kansas City, MO Bachelor of Arts Degree in Global Studies and Spanish, Cum Laude, 1996 Universidad de Buenos Aires, Argentina Study Abroad Fellowship, 1994 -1995 Melgoza Resume 3 of 3 2016 -04 -12 Agenda Packet Page 130 Lea h La rra rte From: webmaster Sent: Thursday, March 17, 2616 8:47 PM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/17/2016 5:47 PM Response #: 9 Submitter ID: 10703 IP address: 72.199.119.191 Time to complete: 45 min. , 17 sec. Survey Details 2016 -04 -12 Agenda Packet Page 131 ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . .............................................................................................................. ............................... �.• �. �t Y ............................... Chula Vista ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... 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Prima Phon e ....................................................................................................................................................................................... ........................................... .................................................................................................................. ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... g. 5econda Phone ............ r'�1 .. ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... .. . 13. occu at ro n .. � ................... ............................... 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Please indicate areas in which ou have ex ertise and ex erience or select None.. select as man as a licabI � ................. Y ............ 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[x] Physical Activity [x] None of the above (You may still be considered to represent the district in which you live.) .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ....................................................................................................................................................................................................... ................................................................................................................................................................. ............................... 15E� If ou selected one or more of the areas .f ex ertise and ex er�ence above lease describe our ex ertise and ex erfence ....... Y .............................. ..............................p .... P p Y P p ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... that vu nTauld nrin tQ the selected areas 5 u�rords yr less '� g I have always been physically active. As a youth, I participated in sports and worked -out regularly. As a senior citizen, I have become an avid walker (although I love swimming too!). I am currently a certified Peer Health Coach, with a basic certification in pediatric and adult first aid, for a group of roughly 30 seniors participating in an NIH- funded study aiming to improve the overall health and quality of life of older adults. As you may know, seniors are the least active population in the U.S. As a group, we seniors do not meet the National Physical Activity recommendations of 150 minutes of moderate exercise per week. Further, data show that less than 3% of older Americans meet these National Physical Activity guidelines despite the fact that research has shown that an increase in physical activity, even in the most frail, can have immediate and far reaching effects on older adults' health.* ( *UCSD Department of Family and Preventive Medicine) Because of the aforementioned statistics, I am working very hard to change the way seniors view physical activity in my role as a health coach. Whereas, some of the seniors I coach would not have dreamed of walking a half of a mile (roughly 1000 steps) at the onset of the study, they now report walking one, even two full miles a day. These seniors are measurably improved physically, mentally and socially. And, as the authors of the Healthy Chula Vista initiative clearly understand, healthy, more engaged seniors make for a stronger community: Among other improvements, seniors who get out and walk shop more at local establishments; they get to know their neighbors better, which helps in reducing crime and strengthening communities; etc. In short, seniors who walk in their communities become an integral part of an intergenerational microcosm instead of being warehoused and forgotten. I am passionate about making Chula Vista a better place to live and work. I am firmly convinced that by keeping seniors active, through the Healthy Chula Vista initiative, we will do just that. 2016 -04 -12 Agenda Packet Page 132 ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ..... ........................................................................................................... ............................... 5:. 1. . ............................................................................................................. ............................... . .............................................................................................................. ............................... (o) I understand if I am appointed to a seat that represents my district, I must maintain my residency and elector status throughout my terms to remain eligible. ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... u r i � 7. Have Qu reviousl served or dQ c u c rrentl se de on a Chula Vista Board Committee or Comm ssi n . Y p . ..Y . . Y .......... 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(o) No ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... a 18. If es which ore and fvr Vvhat eriQ +aft* rn ............................................................................. ............................... . 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Not answered provided is accurate and true. Thank you, City of Chula Vista This is an automated message generated by the Vision Content Management System ". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 133 Lea h La rra rte From: webmaster Sent: Saturday, March 19, 2616 12:14 AM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/19/2016 12:14 AM Response #: 17 Submitter ID: 10769 P address: 72.220.87.233 Time to complete: 16 min. , 10 sec. Survey Details 2016 -04 -12 Agenda Packet Page 134 .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . g. �econda Phone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 -04 -12 Agenda Packet Page 135 . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ....................................................................................................................................................................................................... .................................................................................. . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ................................................................................................................... .......................... ....................................................................................................................................................................................................... .................................................................................. 200 If a lease list fhem ................Y.... ...p...................... ............................................................................................................. ............................... President of Village of Montecito HOA Board, Chula Vista Charitable Foundation Board and Chair of Membership, Rotary, Committee member of Change Their Lives annual fundraiser, School Site Council for Heritage Elementary and Rancho Del Rey ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... . 21. .What da ou ho a to a.ccom Iish in the rovie of a Health Chula Vista Adviso Cammissianer. 250 words or less ......... .......................y....... ...p... p .. ............................... Y.................... ....... ............................... ... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... My goal is to make us healthier. What will compel us to make a change? It is not publicly or socially driven, it is personal. What reaches each one of us and inspires us to do better in our community? This is what I am excited to explore. Straight - forward and simple. ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... . .. .. 22. You may u load a resu me i n add it ion tv ou r a U ation o t iana l . ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 23 . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... (o) I am familiar with the responsibilities of the Healthy Chula Vista Advisory Commission. I attest that the information I have provided is accurate and true. Thank you, City of Chula Vista ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ........................................................................... ............................... . This is an automated message generated by the Vision Content Management System". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 136 Lea h La rra rte From: webmaster Sent: Thursday, March 17, 2016 5:20 PM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application Follow Up Flag: Flag Status: Follow up Completed A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/17/2016 5:20 PM Response #: 7 Submitter ID: 10700 IP address: 70.156.136.220 Time to complete: 26 min. , 3 sec. Survey Details Page 1 ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 1 Prefix . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... (o) Mr. ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... "r a st N m 2 Fi st nd La a e ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... Roman Partida -Lopez . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 3 Emril ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... 2016 -04 -12 Agenda Packet Page 137 ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . .............................................................................................................. ............................... A Res din d d r�ss AD ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... public and active transportation. In my current role, I work to ensure that clean transportation programs (statewide and regionally) are available to all, especially those highly impacted by air pollution. Those who live close to freeways are most likely to suffer of respiratory diseases, so we have to find a way to resolve this issue so that residents in our City are healthier. ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... 1 ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... . ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... 2016 -04 -12 Agenda Packet Page 138 ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... (o) I understand if I am appointed to a seat that represents my district, I must maintain my residency and elector status throughout my terms to remain eligible. . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ................... ............................... . . 17. Have ou reviousl .: served or do ou currentl serve on a Chu Ia Vista Board Cammrittee or Commission ............. ............................... ..................... ................... .............. ............................................ ............................... ........................... ............................... (o) No . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... 18 If a which yr e s and for what ... of tune. 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Not answered . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... 19, Are ou or have ou been involved i'n an loca civic service or commune rou s. .......... 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I hope to help our City become healthier, less fuel dependent and be more active. I want to be able to provide resources to residents so all can live a quality lifestyle. Having grown up in South Bay and low- income, I know first hand the struggle that low- income consumers go through, especially when it comes to health. The lack of resources is a barrier and my insight will be valuable as the City looks to improve the health of their residents. I hope to make our residents healthier by helping City Council search pass health policies and seek opportunities for health improvements. . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... u i d.. 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RPL - Resume.pdf ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... 23 . : ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... (o) I am familiar with the responsibilities of the Healthy Chula Vista Advisory Commission. I attest that the information I have provided is accurate and true. Thank you, City of Chula Vista This is an automated message generated by the Vision Content Management System . Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 139 Roman Partida -Lopez M'I Chula Vista, CA 91910 • J.D. Thomas Jefferson School of Law, San Diego, CA B.A. Urban Studies, Minor in International Relations, University of San Diego, San Diego, CA PROFESSIONAL EXPERIENCE Center for Sustainable Energy, San Diego, CA Equtiy Specialist, Clean Transportation Equity, August 2014 — Present • Increase awareness and participation of households located in disadvantaged communities in Clean Vehicle Rebate Project (CVRP). • Engage with a variety of electric vehicle (EV) market and clean transportation equity stakeholders, alternative - fuel industry, policy, planning, and other. The Greenlining Institute, Berkeley, CA Environmental Equity Legal Fellow, August 2013 — August 2014 • Advocated in legislative and administrative venues for environmental solutions to reduce poverty and pollution within low income communities and communities of color. • Helped in the development of Senate Bill (SB) 1275 to improve access of clean transportation by disadvantaged communities. Employee Rights Venter, San Diego, CA Law Clerk, October 2012 — April 2013 ■ Conducted research and analysis unemployment insurance claims. ■ Advocated on employees" behalf insurance. for employees having disputes involving wage and hour, overtime and before administrative law judges for reinstatement of unemployment San Diego Legal Aid Society, San Diego, CA Legal Intern, June 2012 — October 2012 ■ Assisted In Pro Per participants prepare necessary documents for Domestic Violence, Civil Restraining Order and Unlawful Detainer hearings. San Diego Coastkeeper, San Diego, CA Legal In tern, June 2011 — September 2011 • Drafted legal memoranda for complaints brought by Coastkeeper. • Obtained and reviewed public records regarding San Diego Stormwater Pollution Discharges. California Center for Sustainable Energy, Energy Resource Center, San Diego, CA Associate Program Manager, February 2008 — June 2010 • Researched, developed and coordinated logistics for Energy Resource Center workshops. • Monitored budget, expenses and reporting. • Helped manage energy information, resources and programs. 2016 -04 -12 Agenda Packet Page 140 City of Chula Vista, Department of Conservation and Environmental Services, Chula Vista, CA Conservation Specialist, October 2005 — February Zoos • Implemented community -based programs to enhance water conservation. • Performed energy audits of residential homes for the Residential Energy Program. • Researched and collected data for Greenhouse Gas Emissions Reduction Inventory Report. Institute of the Americas, La Jolla, CA Prograln Associate, October 2006 — June 2007 • organized and marketed Energy & ITC Conferences in the Americas. • Translated documents to /from Spanish and English. Environmental Protection Agency, Region 9, San Diego, CA Environmental Careers Organization Intern, February 2005- February good • Conducted research for the development and implementation of the U.S.-Mexico Border Plan. • Developed newsletters and fact sheets that illustrated the various projects helping mitigate environmental problems along the border region. LANGUAGE SKILLS • Native speaker and writer of Spanish. 2016 -04 -12 Agenda Packet Page 141 Lea h La rra rte From: webmaster Sent: Monday, March 14, 2616 11:19 AM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/14/2016 11:19 AM Response #: 4 Submitter ID: 10604 IP address: 165.157.59.73 Time to complete: 32 min. , 23 sec. Survey Details 2016 -04 -12 Agenda Packet Page 142 Thank you, City of Chula Vista This is an automated message generated by the Vision Content Management System". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 144 LORENA QUIROZ Chula Vista, CA 91913 OBJECTIVE Manager for Scripps Mercy Hospital Chula Vista Well -Being Center. SUMMARY OF QUALIFICATIONS • Bilingual professional with more than 25 years of counseling and project management experience working with a multicultural diverse population in all areas of academia, public health, social services and career /vocational programs. • Extensive experience in the areas of management encompassing operational supervision, project coordination, implementation of programming and curriculum, facilitation and teaching in child development, nutrition, career development and human services. • Develop interpersonal and communication skills with organizations and institutions to establish collaborating relationships that has proven efficiency at all levels of education and public service. • Global knowledge of computer database systems designed to increase productivity and exceed institutions' needs which include, but are not limited to, Microsoft office, San Diego County's Information Systems, FileMaker Pro, SARS database, Customer Information Servicing Reporting System (CISRS) and Internet. SELECTED ACCOMPLISHMENTS CAREER/EDUCATION COUNSELING • Directly worked and counseled a diverse population that included undergraduate and graduate students pursuing careers in healthcare and engineering, service members, youth in foster care and on probation, and foreign - trained professionals. • Counsel students and adults in career transition to explore employment options and career pathways including: reviewing career assessment test results to advice and counsel on particular career options, facilitation of orientations to large groups of students and develop follow up procedures on participant's career progress. • Educate individuals on academic and employment topics providing referrals to public and private educational institutions, community services and navigating online resources. • Successfully assisted over 500 international nurses, dentists, doctors and engineers over the course of 6 years to obtain their U.S. license in their profession and/or secure medical residency in the United States by providing educational guidance on licensing process, residency application assistance and one -on -one preparation on interviewing techniques. TRAINING AND DEVELOPMENT • Served as a key contributor for creation and delivery of management and service staff training resulting in higher productivity of customer service, recruitment, outreach and delivery of services in the education, employment and social service industries. • Developed curriculum and facilitated Spanish Workshops for UCSD Career Connection, Vocational English as a Second Language Classes (VESL) for international professionals and Job readiness workshops and Career Advancement classes for students, staff and the general public at various educational institutions and non - profit organizations. • Directed completion of quality education assessments, along with compilation and analysis of results, ensuring that program administration was consistent With organizations' strategic goals. 2016 -04 -12 Agenda Packet Page 145 PROJECT MANAGEMENT • Responsible for the oversight and leadership of all community activities and functions of the Scripps Mercy Hospital Chula Vista Well -Being Center. • Assist with program implementation and coordination to monitor participation and track outcome success working with families, internationally - trained participants, adults in transition and underrepresented minority groups. • Established recruitment strategies and developed relationships with community organizations, local business associations and academic institutions, ensuring implementation of suitable educational and social service programs leading to successful outcome -based results. • Coordinated four Community Health Fairs at affordable housing sites throughout San Diego, Imperial and Orange counties with a participation of over 30 community agencies at each event with the objective of educating families on healthcare options, safety and preventive services and employment resources. VOLUNTEER EXPERIENCE • Market and co- facilitate health fitness program for a business in the South Bay area. • Coordinate charity events for schools, faith -based programs and healthcare organizations. • Volunteer at UCSD Career Services Center, one Stop Career Centers and community colleges for Career Fairs, Resume Marathon and Mock Interview workshops. WORK EXPERIENCE Scripps Mercy Hospital Chula Vista well -being Center, Chula Vista, CA 2013- Present Manager Welcome Back Center hosted by Grossmont College, Bonita, CA 2006 -2012 Employment Coordinatorl Educational Case Manager San Diego Community College District- Continuing Ed., San Diego, CA 2007 -2009 Academic Counselor Arbor E & T, LCC, Chula Vista, CA 2006 -2007 Vocational/Career Specialist San Diego Workforce Partnership, San Diego, CA 2005 -2006 Business Services Coordinator The Art Institute of California, San Diego, CA 2005 Career Development Instructor EDUCATION Master's Degree in Counseling, with emphasis in Career DevelopmentlHuman Resources University of San Diego, San Diego, CA 2001 Bachelor of Arts Degree in Psychology San Diego State University, San Diego, CA 1996 Associate of Arts in Behavioral Sciences Imperial Valley College, Imperial, CA 1994 2016 -04 -12 Agenda Packet Page 146 Lea h La rra rte From: webmaster Sent: Friday, March 18, 2616 16:11 AM To: CityClerk; Stacey Kurz Subject: City of Chula Vista Health Advisory Commission Application A new entry to a form /survey has been submitted. Form Name: Healthy Chula Vista Advisory Commission Application Date & Time: 03/18/2016 10:11 AM Response #: 11 Submitter ID: 10705 P address: 209.115.100.50 Time to complete: 2 min. , 27 sec. Survey Details 2016 -04 -12 Agenda Packet Page 147 ................................................................................................................ ............................... ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... .............................................................................................................................................. ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... . .............................................................................................................. ............................... �.• �. �t Y ............................... Chula Vista ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... ZIP+ade ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... 91911 . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... 7. Pri rna Phon e ..................................................................................................................................................................................... ............................................. .................................................................................................................. ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... g. 9econda Phone ............ r'�1 .. ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... .. . 13. occu at ro n .. � ................... ............................... Associate Manager, Area Community Analyst ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... ................... .. ............... .. 1�4. Please i'ndicate areas in which ou have ex ertise and exnerience or select None. select as man as a IECak�le ......................... ..............................� �................. Y ......... 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[x] Nutrition [x] Health Care the Healthy Chula Vista Advisory Commission. ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... 15 ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... (o) I understand if I am appointed to a seat that represents my district, I must maintain my residency and elector status throughout my terms to remain eligible. ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... ............................................................................................................. ............................... ....................................................................................................................................................................................................... ................................................... ............................... .............................................................................................................. ............................... y ....... r R 7. . Have vu nnrevi'ousl served Or dv ou current serve vn a Chu a ista guard mmittee or c mmissiqn ..... .1". ..... ......�..... ....... .... ... �.... ........... 1 ... J (o) No . .............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... ....................................................................................................................................................................................................... .................................................... ............................... . .............................................................................................................. ............................... . . . . . ,.. ,. ... ...,.. ... ... 1�. tf es rnrh�ch one and for rnrhat er�od of time. i .............. p. ....................................................................................................................................................................................................... .................................................... ............................... ............................................................................................................... ............................... ....................................................................................................................................................................................................... .................................................... ............................... . ............................................................................................................. ............................... :................................................................................................................ ............................... 2016 -04 -12 Agenda Packet Page 148 Thank you, City of Chula Vista ....................................................................................................................................................................................................... ....................................................................................................................................................................................................... ...................................................................................................................................... ............................... This is an automated message generated by the Vision Content Management System". Please do not reply directly to this email. 2016 -04 -12 Agenda Packet Page 149 Diana Velo ♦ Chula Vista, CA 91911 Objective Healthy Chula Vista Advisory Commission position allowing for parlay of demonstrated organization, customer service, communication, and project management skills proven by 9 years of successful, profitable employment. Profile Motivated, personable business professional with an associates degrees and a successful track record of profitable business management. Talent for quickly mastering technology. Diplomatic and tactful with professionals and non - professionals at all levels. Accustomed to handling sensitive, confidential records. Demonstrated history of producing accurate, timely reports meeting customer service and guidelines. Flexible and versatile — able to maintain a sense of humor under pressure. Poised and competent with demonstrated ability to easily transcend cultural differences. Thrive in deadline - driven environments. Excellent team - building skills. Skills Summary *Project Management *Computer Savvy Accounting/ Bookkeeping *Report Preparation ♦ Customer Service ♦ Front - Office Operations *Written Correspondence *Event Planning *Professional Presentations ♦ General Office Skills ♦ Marketing & Sales ♦ Grant Writing Professional Experience COMMUNICATION: REPORTS /PRESENTATIONS /TECHNOLOGY *Prepare complex reports for managed care organizations, ensuring full compliance with store requirements and tight deadlines. *Design and deliver series of classes for local businesses and associations, providing counseling and education on proper eating habits and diabetes maintenance. ♦ Communicate medical concepts to patients using layman's terms to facilitate understanding. *Rapidly learn and master varied computer programs CUSTOMER SERVICE: ♦ Oversee front - office operations and provide impeccable customer service: ♦ Built a clientele *Develop and implement strategic marketing plan for business: ♦ Create special promotions, write /design print and outdoor advertising, and coordinate all media buying. Employment History AMERICAN DIABETES ASSOCIATION Associate Manager, Area Community Analyst, October 2014 to Present AMERICAN DIABETES ASSOCIATION Administrative Specialist, March 2013 - October 2014 AMERICAN DIABETES ASSOCIATION Health Promoter, September 2009 -March 2013 DR. JOSE PENA Referral Coordinator, April 2006- February 2007 Education SOUTHWESTERN COLLEGE — CHULA VISTA, CA Associates Degree, 2010 GPA: 2.95/3.0 2016f9ai igenda Packet Page 150 .� Emma CITY OF CHULAVISTA File #: 16 -0187, Item #: 7. City of Chula Vista Staff Report COUNCILMEMBER AGUILAR: CONSIDERATION OF THE FORMATION OF AN AD -HOC SUBCOMMITTEE FOR THE 2016 STARLIGHT PARADE City of Chula Vista 2016 -04 -12 Agenda Packet Page 1 of 1 Printed on 4/7/2016 powered by LegistarTM Page 151