HomeMy WebLinkAbout2019-08-13 Item 01
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August 13, 2019 File ID: 18-0351
TITLE
A. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA (1) APPROVING A
REIMBURSEMENT AGREEMENT BETWEEN THE CITY AND RIDA CHULA VISTA, LLC ("DEVELOPER") TO
CONSTRUCT SPECIFIED SEWER IMPROVEMENTS; (2) FINDING THE DEVELOPER'S PROPOSED SOLE
SOURCE AWARD TO ITS GENERAL CONTRACTOR TO CONSTRUCT SUCH IMPROVEMENTS TO BE IN THE
BEST INTEREST OF THE PUBLIC, PURSUANT TO CHULA VISTA MUNICIPAL CODE SUBSECTION
2.56.160(H), “DEVELOPER-PERFORMED PUBLIC WORKS”; (3) DELEGATING TO THE CITY MANAGER
AUTHORITY TO ASSURE COMPLIANCE WITH APPLICABLE PROCUREMENT REQUIREMENTS FOR
SUBCONTRACTORS; AND (4) APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED)
B. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A REIMBURSEMENT
AGREEMENT BETWEEN THE CITY AND RIDA CHULA VISTA, LLC TO DESIGN SPECIFIED BAYFRONT
INFRASTRUCTURE IMPROVEMENTS AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED)
C. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA FINDING RIDA CHULA VISTA, LLC'S
PROPOSED SOLE SOURCE AWARD TO ITS GENERAL CONTRACTOR TO CONSTRUCT BAYFRONT
DEVELOPMENT IMPACT FEE TRANSPORTATION FACILITIES TO BE IN THE BEST INTEREST OF THE
PUBLIC, PURSUANT TO CHULA VISTA MUNICIPAL CODE SUBSECTION 2.56.160(H), “DEVELOPER-
PERFORMED PUBLIC WORKS,” AND DELEGATING TO THE CITY MANAGER AUTHORITY TO ASSURE
COMPLIANCE WITH APPLICABLE PROCUREMENT REQUIREMENTS FOR SUBCONTRACTORS
RECOMMENDED ACTION
Council adopt the resolutions.
SUMMARY
On April 24, 2018, the City of Chula Vista and the San Diego Unified Port District (the “District”) approved a
Disposition and Development Agreement (DDA) with RIDA Chula Vista, LLC (“RIDA”) for the development of
a large-scale destination resort and convention center project on parcel H-3 of the Chula Vista Bayfront
Master Plan (also known as the “CVBMP”, “Chula Vista Bayfront”, or “CVB”). The DDA obligates RIDA to
design and construct certain public improvements (the “Developer’s Phase 1A Infrastructure
Improvements”), subject to a combination of reimbursements and Bayfront Development Impact Fee
(BFDIF) credits. The proposed reimbursement agreements and resolutions are recommended in order to
implement commitments made in the DDA and to facilitate related procurement and credit award processes.
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ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance with the California
Environmental Quality Act (CEQA) and has determined that the activity was covered in previously adopted
Environmental Impact Report UPD#83356-EIR-65B/SCH#2005081077. The Development Services Director
has also reviewed the proposed activity for additional compliance with CEQA and has determined that there
is no possibility that the activity may have a significant effect on the environment; therefore, pursuant to
Section 15061(b)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental
review is required.
BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not applicable.
DISCUSSION
In 2002, the City of Chula Vista and the District began a collaborative planning process to create a master
plan (CVBMP) for the approximately 535-acre Chula Vista Bayfront area. The master plan was designed to
transform Chula Vista’s underutilized industrial Bayfront landscape into a thriving residential and world-
class waterfront resort destination. The CVBMP represents the last significant waterfront development
opportunity in Southern California and is the result of a decade-long joint planning effort by a broad coalition
of stakeholders, the District, the City, and Pacifica Companies.
The CVBMP will create thousands of new jobs, create new public parks, protect natural coastal resources,
provide conference and visitor-serving amenities and build an important asset for the San Diego region, the
South Bay, Chula Vista residents, and coastal visitors. At buildout, more than 40% of the CVBMP project area
will be dedicated to parks, open space, and habitat restoration/preservation. Anticipated economic benefits
include the creation of more than 4,400 permanent jobs, nearly 7,000 temporary construction jobs, and
numerous indirect jobs in the regional economy.
The CVBMP will be implemented jointly by the City and the District in four major phases over a 24-year
period. Phase one of implementation includes the development of the previously described resort hotel and
convention center project, the creation of public parks and open space, the restoration of habitat areas, a
mixed-use residential development, and ancillary public infrastructure.
CVBMP Financing Agreement
In furtherance of developing the CVBMP, the City and the District entered into a Bayfront Master Plan
Financing Agreement (the “Financing Agreement”) on May 8, 2012. The Financing Agreement identified the
rights and obligations of each agency, with respect to the financing, development, and construction of public
improvements, infrastructure, and the planned convention center in the CVBMP. The Financing Agreement
was subsequently amended and restated to recognize additional rights and obligations of the respective
agencies, effective June 20, 2017 (the “Amended and Restated Financing Agreement”).
The Financing Agreement established that the City and the District would form a Joint Exercise of Powers
Authority (JEPA) to provide for or facilitate the financing of the convention center and other CVBMP public
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improvements. Pursuant to authority granted by Article 1 (commencing with §6500) of Chapter 5 of Division
7 of Title 1 of the Government Code of the State of California (the “JPA Act”), the City entered into a JEPA
Agreement with the District, effective May 1, 2014 (the “Original JEPA Agreement”). The Original JEPA
Agreement established the Chula Vista Bayfront Facilities Financing Authority (the “Authority”).
The Authority was formed for the sole purpose of assisting in the financing and refinancing of , and
procurement and contracting for capital improvement projects of the CVBMP, as contemplated by the
Financing Agreement. The anticipated sources of funds to secure debt issued by the Authority are addressed
in the Amended and Restated Financing Agreement, and include, but are not limited to : RIDA ground lease
payments to the District, lease payments payable from public funds, City sales taxes, City transient occupancy
taxes (TOT), and additional occupancy-based revenues. Pursuant to California law and the JEPA Agreement,
the Authority will be a public entity separate and apart from the City and District. The debts, liabilities, or
obligations of the Authority will not be the debts, liabilities, or obligations of the City, the District, or any
representative of the City or District serving on the Governing Board of the Authority.
An Amended and Restated Joint Exercise of Powers Agreement was drafted to further refine the proposed
jurisdiction, purpose, and structure of the Authority (the “Amended and Restated JEPA Agreement”). T he
Council and the District’s Board of Port Commissioners (the “District Board”) approved the Amended and
Restated JEPA Agreement on June 18, 2019, including all necessary appointments to the Governing Board of
the Authority.
The Authority held its first meeting on July 25, 2019. At that meeting, the Authority took the following
actions: adopted Bylaws; elected Mayor Casillas Salas Chair of the Board; elected Port Commissioner Moore
Vice-Chair of the Board; confirmed appointment of the Authority’s officers; established 3:00 pm on the last
Wednesday of each month, beginning August 28, 2019, as the regular time for meetings of the Board ;
established that the place for regular meetings of the Board will rotate between the Port and City offices;
adopted Conflict of Interest Codes of the members; and authorized and ratified the taking of other actions.
RIDA Development
On May 6, 2014, the District issued a Request for Qualifications (RFQ) for development of a hotel and
convention center project located on an approximately 36-acre site (CVBMP parcel H-3), with potential
development opportunities on the adjacent parcel H-23. RIDA Development Corporation’s highly-qualified
response was selected by the District Board in October of 2014 and initial negotiations with RIDA began soon
thereafter.
Following the 2014 RFQ, the District entered into an Exclusive Negotiating Agreement (ENA) with RIDA
Chula Vista, LLC, the entity formed by RIDA Development Corporation for this project. The ENA established
a timeline of deliverables during the term of the agreement, including programming the type and size of hotel
and convention center facilities. The ENA was subsequently extended via two amendments, dated August 9,
2016 and January 25, 2017. Beginning with initial approval of the ENA, the District and City worked
collaboratively in negotiating key deal terms with RIDA. These negotiations led to the approval of a non-
binding Letter of Intent (LOI) between the parties (approved June 20, 2017) and a Disposition and
Development Agreement (approved April 24, 2018).
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The DDA obligates RIDA to design and construct the following Phase 1A Infrastructure Improvements:
1. In-Road Sewer Improvements
a. E Street (from G Street to H Street)
b. The G Street Connection
c. H-3 Utility Corridor
2. Bayfront Development Impact Fee (BFDIF) Improvements
a. E Street (from G Street to H Street)
b. The G Street Connection
c. H Street (from Bay Boulevard to Street A)
d. H Street (from Marina Parkway to E Street)
e. Harbor Park Pedestrian Improvements
3. Other Improvements
a. E Street (from G Street to H Street)
b. The G Street Connection
c. H Street (from Bay Boulevard to Street A)
d. H Street (from Marina Parkway to E Street)
e. Harbor Park (Initial Phase of Park Improvements)
f. H-3 Site Preparation
g. H-3 Utility Corridor
In addition to obligating RIDA to construct the Phase 1A Infrastructure Improvements, the DDA also includes
related funding commitments of the public agencies. These include the City’s obligation to fund the in -road
sewer improvements listed above and the joint obligation of the City and the District to reimburse RIDA in
cash for all funds expended prior to the DDA close of escrow in connection with the design of the Phase 1A
Infrastructure Improvements. In order to meet these obligations, the City has negotiated two reimbursement
agreements with RIDA (see Attachments 1 and 2). The proposed resolutions approve the negotiated
reimbursement agreements and take certain procurement related actions, as requested by RIDA.
Council Action Summary
Resolution A applies to the design and construction of the facilities designated as (1) In-Road Sewer
Improvements above. Resolution B applies only to the design of the facilities designated as (2) BFDIF
Improvements and (3) Other Improvements, above. Resolution C applies only to the construction of the
facilities designated as (2) BFDIF Improvements above. The construction of the facilities designated as (3)
Other Improvements and the planned convention center fall under the purview of the Authority and do not
require additional action by the Council. The following matrix summarizes the actions currently before the
Council and the anticipated future actions of the Authority.
Resolution A Resolution B Resolution C
Future Action of
Authority
In-Road Sewer
Improvements
Design X
Construction X
BFDIF
Improvements
Design X
Construction X
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Resolution A Resolution B Resolution C
Future Action of
Authority
Other
Improvements
Design X
Construction X
Convention
Center
Design &
Construction X
RIDA’s proposed procurement process and the proposed agreements and resolutions are discussed in
further detail below.
RIDA’s Proposed Procurement Process
Chula Vista Municipal Code (CVMC) Section 2.56.160(H) establishes procurement rules for public works that
are constructed, or designed and constructed, by or at the direction of a developer or private property owner
and subsequently accepted by, dedicated to, or acquired by the City (“developer-performed public works”).
For those improvements that will be funded by the City, either in the form of cash reimbursement or
development impact fee credits, RIDA is subject to these procurement rules. For those improvements that
will be funded through the Authority (see (3) above, Other Improvements and the planned convention
center), RIDA will be subject to the procurement rules of the Authority. The Authority has not yet adopted
procurement rules; however, is anticipated that the Authority will adopt rules mirroring the provisions of
the City’s ordinance at its next meeting. In addition, the Authority will grant approvals and waivers pursuant
to its procurement rules, if appropriate, for the Other Improvements and the convention center.
City Council Findings and Waivers
As authorized by CVMC Section 2.56.160(H)(1)(b), RIDA intends to sole source the construction of the
convention center and the hotel to MMJV, a joint venture comprised of M.A. Mortenson Company
(“Mortenson”) and McCarthy Building Companies, Inc. (“McCarthy”). RIDA has selected MMJV for this work
because Mortenson is an industry leader with a wealth of experience in similar large-scale projects, including
the recent construction of the Gaylord Rockies Resort and Convention Center project developed with a RIDA
affiliate. McCarthy provides a strong local presence, a positive reputation, relationships with the local
subcontractor community, and a resume of large-scale development projects. As previously described, the
approval of sole sourcing the convention center will be subject to future consideration by the Authority.
RIDA is requesting to also sole source the Phase 1A Infrastructure Improvements (including in-road sewer
facilities) to the same general contractor, MMJV. RIDA believes that the award of this contract to the same
entity constructing the convention center and hotel will provide for a compatible, streamlined, and successful
approach that will result in time and cost efficiencies and avoid logistical coordination issues that would
impede the overall schedule for the construction of the project. Staff concurs that the MMJV is highly qualified
to build all aspects of the project and concurs with RIDA’s assessment that having one contractor build both
the public and private improvements will enhance project implementation quality and timeliness.
Accordingly, staff recommends that the City Council find that the sole source award of the general contract
to MMJV is in the “best interests” of the public.
For developer performed public improvements, CVMC Section 2.56.160(H)(2) also provides that all
subcontracts must be competitively bid and may be awarded to the lowest responsive and responsible bidder
or the bidder that is determined by the developer to be the “best qualified contractor”. The determination of
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“best qualified contractor” shall be based on the following: bidder’s demonstrated competence;
qualifications; ability to achieve timely completion; capacity; skill; compliance with bid documents; costs;
and other relevant criteria. Per the same section of the CVMC, if the subcontracts are awarded to a bidder
other than the lowest responsive and responsible bidder, then all payments, reimbursements, and credits
against development impact fees are limited to the amount of the lowest responsive and responsible bid for
that individual line item or unit of work. This not-to-exceed limitation can be waived, where: (1) the amount
of the bid does not exceed the approved estimate for the developer-performed work by more than 10%; and
(2) the City approves the waiver.
RIDA intends to award subcontracts to “best qualified contractors” and not to lowest responsive and
responsible bidders and may request a waiver of the not-to-exceed limitation previously described. Because
final bids are not in place for this work, it is recommended that the City Council delegate authority to the City
Manager, or designee, to make findings and approve the award of subcontracts to “best qualified contractors”
and to make findings and waive the above the above-described not-to-exceed limitation in accordance with
Chula Vista Municipal Code Section 2.56.160(H).
Sewer Reimbursement Agreement (Resolution A)
Per the DDA, in-road sewer improvements (the “Sewer Improvements”) to be constructed by RIDA will be
funded by the City’s Sewer Facility Contribution. RIDA’s Sewer Improvements are estimated to cost a total
of $1,195,000, including design. Actual costs will be determined during the bidding and construction process.
The City has identified sufficient funds to reimburse RIDA for these expenses in the City’s Sew er Income
Fund. Per Chula Vista Municipal Code (CVMC) Section 13.14.030, the Sewer Income Fund is a repository for
one-time fees collected from persons connecting, directly or indirectly, to the City’s sewer system. CVMC
Chapter 3.16 provides that these funds may be used, in the discretion of the City Council and pursuant to
written contract, to reimburse any person who constructs sewer facilities that benefit other properties. The
Sewer Improvements are qualifying facilities. An agreement to allow for the reimbursement of eligible Sewer
Improvement expenses has been negotiated with RIDA (the “Sewer Reimbursement Agreement”, see
Attachment 1). Adoption of Resolution A approves the proposed Sewer Reimbursement Agreement and
implements the City’s related commitments in the DDA. The resolution also approves the award of a sole
source prime contract and delegates authority to waive provisions of CVMC 2.56.160(H)(2)(d) to the City
Manager, or their designee. These actions are necessary in order for RIDA to move forward with their
preferred procurement process, ensuring efficient progression and timely completion of the project.
Sufficient safe guards are in place to protect the public interest.
Bayfront Public Infrastructure Improvements Design Reimbursement Agreement (Resolution B)
Section 4.7(c) of the DDA provides that the District and the City will reimburse the Developer in cash for any
and all funds expended prior to the DDA close of escrow in connection with design, architectural work, and
engineering work for the Developer’s Phase 1A Infrastructure Improvements. An agreement to allow for the
reimbursement of eligible pre-close professional services has been negotiated with RIDA (the “Design
Reimbursement Agreement”, see Attachment 2). As design costs associated with RIDA’s Sewer
Improvements will be reimbursed by the City pursuant to the Sewer Reimbursement Agreement discussed
above, they are excluded from the Design Reimbursement Agreement. Adoption of Resolution B approves
the Proposed Design Reimbursement Agreement and implements the City’s related commitments in the DDA.
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The City estimates that the total reimbursement amount will not exceed $715,000 and has identified and set
aside funds generated by the Bayfront project for this purpose. The City may be reimbursed from bond
proceeds and the BFDIF for this expense in the future.
Resolution Delegating Waiver Authority Relating to BFDIF Facilities (Resolution C)
The DDA also obligates RIDA to construct certain BFDIF eligible improvements, as lis ted above. Per the
BFDIF Ordinance, any developer that constructs a BFDIF facility is eligible for credits against the BFDIF fees
that would otherwise be due with their building permits. The BFDIF Ordinance requires that developers
follow the provisions of CVMC Section 2.56.160(H) (Developer-Performed Public Works).
As with the Developer’s Sewer Improvements, the Developer is requesting a waiver of the not-to-exceed
provision of CVMC 2.56.160(H)(2)(d). If approved, Resolution C delegates this waiver authority to the City
Manager, or their designee. These actions are necessary in order for RIDA to move forward with their
preferred procurement process, ensuring efficient progression and timely completion of the project.
Sufficient safe guards are in place to protect the public interest.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property holdings
within 1,000 feet of the boundaries of the property which is the subject of this action. Consequently, this
item does not present a disqualifying real property-related financial conflict of interest under California Code
of Regulations Title 2, section 18702.2(a)(7) or (8), for purposes of the Political Reform Act (Cal. Gov’t Code
§87100, et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any other fact
that may constitute a basis for a decision-maker conflict of interest in this matter.
CURRENT-YEAR FISCAL IMPACT
All costs associated with the preparation of this report and associated agreements are included in the
operating budget for the Development Services Fund. There is no current fiscal year impact to the General
Fund as a result of this action. Approval of Resolution A authorizes the City to enter into a Reimbursement
Agreement with RIDA for construction of specified sewer improvements in the CVBMP and appropriates
$1,195,000 from the Sewer Income Fund for this purpose. Approval of Resolution B authorizes the City to
enter into a Reimbursement Agreement with RIDA for design of CVBMP infrastructure improvements and
appropriates $715,000 from the Bayfront reserve set aside in the General Fund for this purpose, subject to
future reimbursement from the BFDIF Fund and bond proceeds. Approval of Resolution C has no fiscal
impact.
ONGOING FISCAL IMPACT
All funds are anticipated to be expended in the current fiscal year. There is no ongoing fiscal impact as a
result of this action.
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ATTACHMENTS
1. Reimbursement Agreement with RIDA Chula Vista, LLC to Construct Specified Bayfront Sewer
Improvements
2. Reimbursement Agreement with RIDA Chula Vista, LLC to Design Specified Bayfront Infrastructure
Improvements
Staff Contact: Tiffany Allen, Assistant Director of Development Services
C:\Users\shereek\Desktop\18-0351 Reso A 2019-08-09.docx
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (1) APPROVING A REIMBURSEMENT
AGREEMENT BETWEEN THE CITY AND RIDA CHULA
VISTA, LLC ("DEVELOPER") TO CONSTRUCT SPECIFIED
SEWER IMPROVEMENTS; (2) FINDING THE DEVELOPER'S
PROPOSED SOLE SOURCE AWARD TO ITS GENERAL
CONTRACTOR TO CONSTRUCT SUCH IMPROVEMENTS TO
BE IN THE BEST INTEREST OF THE PUBLIC, PURSUANT TO
CHULA VISTA MUNICIPAL CODE SUBSECTION 2.56.160(H),
“DEVELOPER-PERFORMED PUBLIC WORKS”; (3)
DELEGATING TO THE CITY MANAGER AUTHORITY TO
ASSURE COMPLIANCE WITH APPLICABLE
PROCUREMENT REQUIREMENTS FOR
SUBCONTRACTORS; AND (4) APPROPRIATING FUNDS
THEREFOR (4/5 VOTE REQUIRED)
WHEREAS, the City, RIDA Chula Vista, LLC (“Developer”), and the San Diego Unified
Port District (“District”) entered into a Disposition and Development Agreement for the Resort
Hotel Convention Center Project (Chula Vista Bayfront Master Plan Parcel H-3), effective May 7,
2018 (the DDA); and
WHEREAS, pursuant to the DDA, in addition to a resort hotel, consisting of no less than
1,570 rooms and no more than 1,600 rooms (the “Hotel”) and related resort-level amenities as
more fully described in the Scope of Development attached to the DDA (collectively, the
“Developer’s Private Improvements”) the Developer shall construct a portion of the substantial
public improvements required for development of the Chula Vista Bayfront Master Plan Area (the
“Developer’s Phase 1A Infrastructure Improvements”); and
WHEREAS, the Scope of Development attached to the DDA provides that the Developer
shall construct certain in-road sewer improvements included in the Developer’s Phase 1A
Infrastructure Improvements, consisting of: E Street (from G Street to H Street), the G Street
Connection, and the H-3 Utility Corridor (collectively, the “Developer’s Sewer Improvements” or
“Project”), to be funded by the City’s Sewer Facility Contribution, as defined in the DDA; and
WHEREAS, pursuant to Chula Vista Municipal Code (CVMC) Section 13.14.030(B)
(Connection to Public Sewer – Fee), any person desiring to connect, directly or indirectly, any
parcel or any building thereon to any public sewer which has been constructed at no cost to the
parcel to be connected shall pay the one-time required fee for sewer connection to the City, with
all revenue derived from such fees to be deposited into the Sewer Income Fund; and
WHEREAS, pursuant to CVMC Chapter 3.16 (Sewer Income Fund), all revenues collected
under CVMC Section 13.14.030(B) shall be deposited into the “Sewer Income Fund” and may be
used, in the discretion of the City Council and pursuant to a written contract, to reimburse any
Resolution No.
Page 2
person who has constructed sewer facilities, to the extent, as determined by the City Council, that
such sewer facilities have benefited other properties; and
WHEREAS, construction of the Developer’s Sewer Improvements will provide a public
benefit to other property owners within the Chula Vista Bayfront Master Plan area; and
WHEREAS, the Developer’s Sewer Improvements are estimated to total $1,195,000 and
are eligible for reimbursement from the Sewer Income Fund; and
WHEREAS, the City has sufficient funds in the Sewer Income Fund to reimburse
Developer for the design and construction of the Developer’s Sewer Improvements; and
WHEREAS, Developer desires to enter into a Reimbursement Agreement with the City in
the form presented in Exhibit 1 to this resolution, so that it may obtain reimbursement for the
eligible costs of designing and constructing Developer’s Sewer Improvements; and
WHEREAS, CVMC Section 2.56.160(H) (Developer-Performed Public Works) regulates
the procurement of developer-performed public works within the City; and
WHEREAS, CVMC Section 2.56.160(H)(1)(b) provides that a developer may award a
contract for a developer-performed public work on a sole source basis where, in addition to
compliance with all applicable requirements of CVMC Section 2.56.160(H), the City makes
findings that an award of a sole source contract is in the best interest of the public because of the
particular (A) performance capabilities of the proposed entity or contractor, (B) project
characteristics, (C) manufacturing processes, (D) compatibility requirements, and/or (E) market or
other conditions/circumstances that render the award of a sole source contract to be in the best
interest of the public and the entity or contractor awarded a sole source contract for a developer-
performed public work competitively bids all subcontracts for the developer-performed public
work; and
WHEREAS, Developer intends to combine into one bid solicitation the construction of the
Developer’s Phase 1A Infrastructure Improvements, including the Developer’s Sewer
Improvements (the “Phase 1A Project”); and
WHEREAS, Developer has selected MMJV, a joint venture comprised of M.A. Mortenson
Company (“Mortenson”) and McCarthy Building Companies, Inc. (“McCarthy”), (the “General
Contractor”) for construction of the Developer’s Private Improvements; and
WHEREAS, Developer has selected MMJV for the construction of the Developer’s Private
Improvements on the following basis: Mortenson is an industry leader with a wealth of experience
in similar large-scale projects, including the recent construction of the Gaylord Rockies Resort and
Convention Center project developed by a RIDA affiliate which makes it uniquely qualified to
develop the Developer’s Private Improvements; and McCarthy provides a strong local presence,
positive reputation, relationships with the local subcontractor community, and a resume of large-
scale development projects; and
Resolution No. _________
Page 3
WHEREAS, as authorized by CVMC Section 2.56.160(H)(1)(b), Developer is seeking
City acceptance of MMJV as the sole source General Contractor for the Phase 1A Project
improvements based on their belief that hiring MMJV as General Contractor for both the
Developer’s Private Improvements and the Phase 1A Project will provide for a compatible,
streamlined, and successful approach that will result in time and cost efficiencies, and avoid
logistical coordination issues that would otherwise and impede the overall schedule for the
construction of the Developer’s Private Improvements and the Phase 1A Project; and
WHEREAS, staff concurs that the MMJV is highly qualified to build all aspects of the
project and concurs with RIDA’s assessment that having one contractor build both the public and
private improvements will enhance project implementation quality and timeliness. Accordingly,
staff recommends that the City Council find that the sole source award of the general contract to
MMJV is in the “best interests” of the public; and
WHEREAS, CVMC Section 2.56.160(H)(2)(d) states that “Developer shall award
contracts (except for contracts awarded pursuant to subsection (H)(1)(b) of this section), and shall
award, or shall cause the applicable entity or contractor to award, subcontracts for developer-
performed public work to the lowest responsive and responsible bidder, or the bidder that is
determined by developer to be the “best qualified contractor,” subject to City approval. When
determining the “best qualified contractor,” developer shall consider, without limitation, a bidder’s
demonstrated competence, qualifications, ability to achieve timely completion, capacity, skill,
compliance with bid documents, costs, and other relevant criteria; and
WHEREAS, Developer intends to award subcontracts for the Project to “best qualified
contractors” to ensure that the Project is constructed in a timely manner by subcontracting teams
that are best qualified to perform the work; and
WHEREAS, Developer has presented City staff with an outline of their process for
selecting the “best qualified” subcontractor based upon a variety of factors including: past relevant
/ similar project experience, customer feedback from those projects, current backlog, available
trades personnel resources, proposed supervisory / management personnel, financial capability,
design capabilities (for design-build subcontracts), schedule management plan, quality
management plan, and pricing; and
WHEREAS, staff is satisfied that such process will result in the selection of the “best
qualified” subcontractors consistent with City interests in high quality and timely construction per
City standards and the agreements between the parties under the DDA; and
WHEREAS, final subcontractor bids for the Project will not be received or awarded until
after the approval of this resolution; and
WHEREAS, as subcontracts for the Project have not yet been awarded, staff recommends
delegating authority to the City Manager, or designee, to make findings and approve subcontract
awards for the Project to “best qualified” subcontractors; and
Resolution No.
Page 4
WHEREAS, CVMC Section 2.56.160(H)(2)(d) states that “[i]f a developer awards a prime
contract or subcontract to a bidder other than the lowest responsive and responsible bidder for an
item or unit of work, then all payments, reimbursements, and credits against developer impact fees
or other developer fees or obligations (“development credits”) shall not exceed the amount of the
lowest responsive bidder for that item or unit of work. This not-to-exceed limitation may be
waived where: (i) The amount of the bid does not exceed the engineer’s estimate or other approved
estimate for the developer-performed public work by more than 10 percent; and (ii) City approves
the waiver in accordance with subsection (H)(6) of this section.”; and
WHEREAS, CVMC Section 2.56.160(H)(6) provides that all or portions of the developer-
performed public work ordinance may be waived where “the waiver is in the best interest of the
public after consideration of factors including, without limitation, project costs, time for
completion, and other relevant criteria, and (ii) appropriate safeguards are in place to protect the
public interest”; and
WHEREAS, Developer may request a waiver of the not-to-exceed limitation pursuant to
2.56.160(H)(2)(d) prior to award of subcontracts; and
WHEREAS, appropriate safeguards are in place to protect the public interest, including the
previously described 10 percent not-to-exceed limit; and
WHEREAS, as subcontracts have not yet been awarded, staff recommends delegating
authority to the City Manager, or designee, to make findings and waive the not-to-exceed
limitation in accordance with CVMC Section 2.56.160(H)(2); and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that after consideration of CVMC 3.16.010 and the facts stated in the Recitals above, it has
determined that the construction of the Project will provide a public benefit to other properties
within the Chula Vista Bayfront Master Plan area.
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
approves the Reimbursement Agreement, between the City and RIDA Chula Vista, LLC to
Construct Specified Sewer Improvements, in the form presented, with such minor modifications
as may be required or approved by the City Attorney, a copy of which shall be kept on file in the
Office of the City Clerk, and authorizes and directs the City Manager to execute same.
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it finds,
after consideration of factors in CVMC 2.56.160(H)(1)(b)(i) and the facts stated in staff’s report
on this item and the Recitals above, that the award of a sole source contract to MMJV for the
design and construction of the Project is in the best interest of the public.
BE IT FUTHER RESOLVED by the City Council of the City of Chula Vista, that it
delegates authority, pursuant to CMVC 2.56.160(H)(2)(d), to the City Manager, or designee, to
make findings and approve the award of subcontracts for the Project to “best qualified contractors”.
Resolution No. _________
Page 5
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
delegates authority, pursuant to CVMC Section 2.56.160(H)(2)(d), to the City Manager, or
designee, to make findings and waive the not-to-exceed limitation for award of subcontract for the
Project.
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
appropriates funds from the Sewer Income Fund to reimburse Developer pursuant to the
Reimbursement Agreement between the City and RIDA Chula Vista, LLC to Construct Specified
Sewer Improvements.
Presented by
Kelly G. Broughton, FASLA
Director of Development Services
Approved as to form by
Glen R. Googins
City Attorney
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING A REIMBURSEMENT
AGREEMENT BETWEEN THE CITY AND RIDA CHULA
VISTA, LLC TO DESIGN SPECIFIED BAYFRONT
INFRASTRUCTURE IMPROVEMENTS AND
APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED)
WHEREAS, the City, RIDA Chula Vista, LLC (“Developer”), and the San Diego Unified
Port District (“District”) entered into a Disposition and Development Agreement for the Resort
Hotel Convention Center Project (Chula Vista Bayfront Master Plan Parcel H-3), effective May 7,
2018 (the DDA); and
WHEREAS, pursuant to the DDA, in addition to a resort hotel, consisting of no less than
1,570 rooms and no more than 1,600 rooms (the “Hotel”) and related resort-level amenities as
more fully described in the Scope of Development attached to the DDA (collectively, the
“Developer’s Private Improvements”) the Developer shall construct a portion of the substantial
public improvements required for development of the Chula Vista Bayfront Master Plan,
consisting of: E Street (from G Street to H Street), the G Street Connection, H Street (Bay
Boulevard to Street A), H Street (Marina Parkway to E Street), Harbor Park (Initial), H -3 Site
Prep, and the H-3 Utility Corridor (the “Developer’s Phase 1A Infrastructure Improvements”); and
WHEREAS, Section 4.7(c) of the DDA provides that the District and the City shall
reimburse the Developer in cash for any and all funds expended prior to the DDA close of escrow
by the Developer in connection with design, architectural work, and engineering work for the
Developer’s Phase 1A Infrastructure Improvements as set forth in the Scope of Development, other
than the amounts that have been paid to Developer pursuant to Section 4.8(e) of the DDA, from
the first disbursement of the public fund contribution pursuant to the construction loan account
instructions (the “Project”); and
WHEREAS, the City estimates a total Project cost of $715,000 and has identified and set
aside funds generated by the Bayfront project sufficient for this project; and
WHEREAS, Developer desires to enter into a Reimbursement Agreement with the City in
the form presented in Exhibit 1 to this resolution, so that it may obtain reimbursement for the
eligible costs of designing Developer’s Phase 1A Infrastructure Improvements incurred prior to
DDA close of escrow.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it approves the Reimbursement Agreement, between the City and RIDA Chula Vista, LLC to
Design Specified Bayfront Infrastructure Improvements, in the form presented, with such minor
modifications as may be required or approved by the City Attorney, a copy of which shall be kept
on file in the Office of the City Clerk, and authorizes and directs the City Manager to execute
same.
Resolution No.
Page 2
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
appropriates funds from the Bayfront reserve of the General Fund to reimburse Developer pursuant
to the Reimbursement Agreement between the City and RIDA Chula Vista, LLC to Design
Specified Bayfront Infrastructure Improvements.
Presented by
Kelly G. Broughton, FASLA
Director of Development Services
Approved as to form by
Glen R. Googins
City Attorney
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA FINDING RIDA CHULA VISTA, LLC'S
PROPOSED SOLE SOURCE AWARD TO ITS GENERAL
CONTRACTOR TO CONSTRUCT BAYFRONT
DEVELOPMENT IMPACT FEE TRANSPORTATION
FACILITIES TO BE IN THE BEST INTEREST OF THE PUBLIC,
PURSUANT TO CHULA VISTA MUNICIPAL CODE
SUBSECTION 2.56.160(H), “DEVELOPER-PERFORMED
PUBLIC WORKS,” AND DELEGATING TO THE CITY
MANAGER AUTHORITY TO ASSURE COMPLIANCE WITH
APPLICABLE PROCUREMENT REQUIREMENTS FOR
SUBCONTRACTORS
WHEREAS, the City of Chula Vista, RIDA Chula Vista, LLC (“Developer”), and the San
Diego Unified Port District (“District”) entered into a Disposition and Development Agreement
for the Resort Hotel Convention Center Project (Chula Vista Bayfront Master Plan Parcel H-3)
(the “Project”), effective May 7, 2018 (the “DDA”); and
WHEREAS, pursuant to the DDA, in addition to a resort hotel, consisting of no less than
1,570 rooms and no more than 1,600 rooms (the “Hotel”) and related resort-level amenities as
more fully described in the Scope of Development attached to the DDA (collectively, the
“Developer’s Private Improvements”) the Developer shall construct a portion of the substantial
public improvements required for development of the Chula Vista Bayfront Master Plan Area (the
“Developer’s Phase1A Infrastructure Improvements”); and
WHEREAS, the Scope of Development attached to the DDA provides that the Developer
shall construct certain Bayfront Development Impact Fee (BFDIF) transportation and pedestrian
improvements included in the Developer’s Phase 1A Infrastructure Improvements, consisting of:
E Street (from G Street to H Street), the G Street Connection, H Street (from Bay Boulevard to
Street A), H Street (from Marina Parkway to E Street), and the initial phase of Harbor Park
(collectively, the “Developer’s BFDIF Improvements”); and
WHEREAS, Chula Vista Municipal Code (CVMC) Chapter 3.54 establishes a series of
transportation development impact fee programs, including the BFDIF; and
WHEREAS, pursuant to CVMC Section 3.54.140, developers of development projects that
are required, or that propose, to construct BFDIF transportation facilities are eligible for credit
against their BFDIF fee obligation; and
WHEREAS, pursuant to CVMC Section 3.54.150(A), a developer constructing BFDIF
transportation facilities shall comply with the procedures set forth in CVMC 2.56.160(H), except
that City Council approval to proceed shall not be required for developer -constructed
transportation facilities to be constructed for fee credit; and
WHEREAS, CVMC Section 2.56.160(H)(1)(b) provides that a developer may award a
contract for a developer-performed public work on a sole source basis where, in addition to
compliance with all applicable requirements of CVMC Section 2.56.160(H), the City makes
findings that an award of a sole source contract is in the best interest of the public because of the
particular (A) performance capabilities of the proposed entity or contractor, (B) project
characteristics, (C) manufacturing processes, (D) compatibility requirements, and/or (E) market or
other conditions/circumstances that render the award of a sole source contract to be in the best
interest of the public and the entity or contractor awarded a sole source contract for a developer-
performed public work competitively bids all subcontracts for the developer-performed public
work; and
WHEREAS, Developer intends to combine into one bid solicitation the construction of the
Developer’s Phase 1A Infrastructure Improvements, including the Developer’s BFDIF
Improvements (the “Phase 1A Project”); and
WHEREAS, Developer has selected MMJV, a joint venture comprised of M.A. Mortenson
Company (“Mortenson”) and McCarthy Building Companies, Inc. (“McCarthy”), (the “General
Contractor”) for construction of the Developer’s Private Improvements; and
WHEREAS, Developer has selected MMJV for the construction of the Developer’s Private
Improvements on the following basis: Mortenson is an industry leader with a wealth of experience
in similar large-scale projects, including the recent construction of the Gaylord Rockies Resort and
Convention Center project developed by a RIDA affiliate which makes it uniquely qualified to
develop the Developer’s Private Improvements, and McCarthy provides a strong local presence,
positive reputation, relationships with the local subcontractor community, and a resume of large -
scale development projects; and
WHEREAS, as authorized by CVMC Section 2.56.160(H)(1)(b), Developer is seeking
City acceptance of MMJV as the General Contractor for the Phase 1A Project improvements based
on their belief that hiring MMJV as General Contractor for both the Developer’s Private
Improvements and the Phase 1A Project will provide for a compatible, streamlined, and successful
approach that will result in time and cost efficiencies, and avoid logistical coordination issues that
would otherwise impede the overall schedule for the construction of the Developer’s Private
Improvements and the Phase 1A Project; and
WHEREAS, staff concurs that the MMJV is highly qualified to build all aspects of the
project and concurs with RIDA’s assessment that having one contractor build both the public and
private improvements will enhance project implementation quality and timelines. Accordingly,
staff recommends that the City Council find that the sole source award of the general contract to
MMJV is in the “best interests” of the public; and
WHEREAS, CVMC Section 2.56.160(H)(2)(d) states that “Developer shall award
contracts (except for contracts awarded pursuant to subsection (H)(1)(b) of this section), and shall
award, or shall cause the applicable entity or contractor to award, subcontracts for developer -
performed public work to the lowest responsive and responsible bidder, or the bidder that is
determined by developer to be the “best qualified contractor,” subject to City approval. When
Resolution No.
Page 3
determining the “best qualified contractor,” developer shall consider, without limitation, a bidder’s
demonstrated competence, qualifications, ability to achieve timely completion, capacity, skill,
compliance with bid documents, costs, and other relevant criteria; and
WHEREAS, Developer intends to award subcontracts for the Project to “best qualified
contractors” to ensure that the Project is constructed in a timely manner by subcontracting teams
that are best qualified to perform the work; and
WHEREAS, Developer has presented City staff with an outline of their process for
selecting the “best qualified” subcontractor based upon a variety of factors including: past relevant
/ similar project experience, customer feedback from those projects, current backlog, available
trades personnel resources, proposed supervisory / management personnel, financial capability,
design capabilities (for design-build subcontracts), schedule management plan, quality
management plan, and pricing; and
WHEREAS, staff is satisfied that such process will result in the selection of the “best
qualified” subcontractors consistent with City interests in high quality and timely construction per
City standards and the agreements between the parties under the DDA; and
WHEREAS, final subcontractor bids for the Project will not be received or awarded until
after the approval of this resolution; and
WHEREAS, as subcontracts for the Project have not yet been awarded, staff recommends
delegating authority to the City Manager, or designee, to make findings and approve subcontract
awards for the Project to “best qualified” subcontractors; and
WHEREAS, CVMC Section 2.56.160(H)(2)(d) states that “[i]f a developer awards a prime
contract or subcontract to a bidder other than the lowest responsive and responsible bidder for an
item or unit of work, then all payments, reimbursements, and credits against developer impact fees
or other developer fees or obligations (“development credits”) shall not exceed the amount of the
lowest responsive bidder for that item or unit of work. This not-to-exceed limitation may be
waived where: (i) The amount of the bid does not exceed the engineer’s estimate or other approved
estimate for the developer-performed public work by more than 10 percent; and (ii) City approves
the waiver in accordance with subsection (H)(6) of this section.”; and
WHEREAS, CVMC Section 2.56.160(H)(6) provides that all or portions of the developer-
performed public work ordinance may be waived where “the waiver is in the best interest of the
public after consideration of factors including, without limitation, project costs, time for
completion, and other relevant criteria, and (ii) appropriate safeguards are i n place to protect the
public interest”; and
WHEREAS, Developer may request a waiver of the not-to-exceed limitation pursuant to
2.56.160(H)(2)(d) prior to award of subcontracts; and
WHEREAS, appropriate safeguards are in place to protect the public interest, including the
previously described 10 percent not-to-exceed limit; and
WHEREAS, as subcontracts have not yet been awarded, staff recommends delegating
authority to the City Manager, or designee, to make findings and waive the not-to-exceed
limitation in accordance with CVMC Section 2.56.160(H)(2).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it finds that, after consideration of factors in CVMC 2.56.160(H)(1)(b)(i) and the facts stated
in staff’s report on this item and the Recitals above, that the award of a sole source contract to
MMJV for Developer’s BFDIF Improvements is in the best interest of the public.
BE IT FUTHER RESOLVED by the City Council of the City of Chula Vista, that it
delegates authority, pursuant to CMVC 2.56.160(H)(2)(d), to the City Manager, or designee, to
make findings and approve the award of subcontracts for the Developer’s BFDIF Improvements
to “best qualified contractors”.
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
delegates authority, pursuant to CVMC Section 2.56.160(H)(2)(d), to the City Manager, or
designee, to waive the not-to-exceed limitation for award of subcontracts for the Developer’s
BFDIF Improvements.
Presented by Approved as to form by
Kelly G. Broughton, FASLA Glen R. Googins
Director of Development Services City Attorney