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HomeMy WebLinkAbout2019/11/19 - Item 7 CITY COUNCIL - AGENDA STATEMENT CITY OF CHULA VISTA November 19,2019 File ID: 19-0538 TITLE CONSOLIDATED PUBLIC HEARING TO CONSIDER FORMATION OF THE CHULA VISTA BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT AND TO INCUR A BONDED INDEBTEDNESS OF SUCH DISTRICT AND ASSOCIATED ACTIONS A. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AMENDED AND RESTATED REVENUE SHARING AGREEMENT BY AND BETWEEN THE CITY OF CHULA VISTA AND THE SAN DIEGO UNIFIED PORT DISTRICT (CHULA VISTA BAYFRONT RESORT HOTEL AND CONVENTION CENTER AND RELATED PUBLIC INFRASTRUCTURE) B. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A JOINT COMMUNITY FACILITIES AGREEMENT BY AND BETWEEN THE CITY OF CHULA VISTA AND THE SAN DIEGO UNIFIED PORT DISTRICT(CHULA VISTA BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT) C. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA FORMING AND ESTABLISHING THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT AND AUTHORIZING SUBMITTAL OF THE LEVY OF SPECIAL TAX WITHIN THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT TO THE QUALIFIED ELECTORS OF SUCH DISTRICT D. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, DEEMING IT NECESSARY TO INCUR A BONDED INDEBTEDNESS OF SUCH DISTRICT E. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, CALLING A SPECIAL MAIL BALLOT ELECTION AND SUBMITTING TO THE QUALIFIED ELECTORS OF SUCH DISTRICT SEPARATE PROPOSITIONS TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN, TO AUTHORIZE SUCH DISTRICT TO INCUR A BONDED INDEBTEDNESS SECURED BY THE LEVY OF SPECIAL TAXES THEREIN AND TO ESTABLISH AN APPROPRIATIONS LIMIT FOR SUCH DISTRICT RECOMMENDED ACTION Council conduct the public hearing and adopt the resolutions. V. 001 Page � 1 SUMMARY Pursuant to the Amended and Restated Chula Vista Bayfront Master Plan Financing Agreement, dated June 20, 2017, between the City of Chua Vista (the "City") and the San Diego Unified Port District (the "Port District") and the Disposition and Development Agreement entered into as of May 7, 2018, by and among the City,the Port District and RIDA Chula Vista, LLC ("RIDA"),the City has initiated proceedings to consider the formation of the Bayfront Project Special Tax Financing District (the "Bayfront District") for the purpose of financing the acquisition or construction of certain public and private improvements and the funding of certain public services within the Chula Vista Bayfront Master Plan (CVBMP) area. Formation proceedings were initiated on September 10, 2019,with the adoption of City Council Resolution Nos. 2019-167, 2019-168, and 2019-169, adopting a boundary map of the Bayfront District, declaring the intention of the City Council to establish the Bayfront District and to authorize the levy of a special tax therein, and declaring the necessity of the Bayfront District to incur a bonded indebtedness, respectively. Resolution No. 2019-169 was subsequently amended by the City Council on November 12, 2019, to increase the maximum bonded indebtedness for the Bayfront District from$125,000,000 to$175,000,000. Tonight's actions will continue the formal proceedings to establish the Bayfront District,including: (a) approving a Joint Community Facilities Agreement between the City and the Port District; (b) forming and establishing the Bayfront District and submitting the levy of special tax to the qualified electors; (c) deeming it necessary to incur a bonded indebtedness of the Bayfront District; and (d) calling a special mail ballot election and submitting propositions to the qualified electors to: (i) authorize the levy of special taxes in the Bayfront District; (ii) authorize the Bayfront District to incur a bonded indebtedness; and (iii) establish an appropriations limit for the Bayfront District. Prior to continuing the formation proceedings for the Bayfront District, staff recommends approving an Amended and Restated Revenue Sharing Agreement between the City and the Port District. ENVIRONMENTAL REVIEW 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 the proposed activity consists of the creation of a governmental fiscal/funding mechanism which does 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. Notwithstanding the foregoing, the Project was adequately covered in previously adopted Environmental Impact Report UPD#83356- EIR-658/SCH# 20005081077. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. Page 2 DISCUSSION In 2002, the City and the District began a collaborative planning process to create a master plan 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 Port 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. Key City Council actions taken to date supporting the development of the CVBMP are summarized in the following table (not an exhaustive list): Date Description City Council Resolution May 16, 2010 City and Port District approved the CVBMP Final Resolution No. 2010-113 Environmental Impact Report May 8, 2012 City and Port District approved the Bayfront Master Resolution No. 2012-078 Plan Financing Agreement for the CVBMP (the "Original Financing Agreement") May 1, 2014 City and Port approved the Joint Exercise of Powers Resolution No. 2014-070 Agreement (the "Original JEPA Agreement") establishing the Chula Vista Bayfront Facilities Financing Authority(the"Authority") November 15, 2016 City approved the Amended and Restated Financing Resolution No. 2016-241 Agreement for the CVBMP (the "Amended and Restated Financing Agreement") (Note - Port District approval followed on June 20, 2017) June 20, 2017 City and Port District approved entering into a non- Resolution No. 2017-104 binding Letter of Intent (1,01) with RIDA for a resort hotel and convention center within the Chula Vista Bayfront Page 13 Date Description City Council Resolution April 24, 2018 City and Port District approved entering into a Resolution No. 2018-057 Disposition and Development Agreement(DDA)with RIDA for a hotel-convention center project (Chula Vista Bayfront Master Plan Parcel H-3) April 24, 2018 City and Port District approved the Revenue Sharing Resolution No. 2018-058 Agreement for the Chula Vista Bayfront Resort Hotel and Convention Center and Related Infrastructure (the"Original RSA") June 18, 2019 City and Port District approved the Amended and Resolution No. 2019-129 Restated Joint Exercise of Powers Agreement (the "Amended and Restated JEPA Agreement") October 8, 2019 City approved entering into a Project Funding Resolution No. 2019-194 Agreement with the County of San Diego (the "County"), the Port District, and the Authority, securing a $25 million loan to the Chula Vista Bayfront Project (the "County Funding Agreement"), to be repaid through additional property tax revenues to be generated by the CVBMP (Note - Port District, Authority, and County each approved entering into the County Funding Agreement) Revenue Sharing Agreement The Amended and Restated Financing Agreement establishes the fiscal foundation for development of the Chula Vista Bayfront by addressing the financing, development, and construction of public improvements, infrastructure, and a convention center in the CVBMP area (the "Convention Center"). The capital projects and activities to be funded will promote public access to and engagement with the waterfront, while enhancing the quality and protection of key habitat areas. The Amended and Restated Financing Agreement anticipates the issuance of tax-exempt and/or taxable revenue bonds to finance the public investment toward the cost of constructing the Convention Center (the "RHCC Project Public Investment") and certain CVBMP public improvements (the "Revenue Bonds"). The Revenue Bonds will be secured by, and payable from, certain sources of funds as identified in the Amended and Restated Financing Agreement,subject in all respects to a future plan of finance to be entered into by the City and Port District. On April 24, 2018, the City Council and the Port District Board of Commissioners (the "Port Board") each approved the DDA for the resort hotel and convention center project within the CVBMP (the "RHCC Project"). The DDA addressed business terms and commitments by all parties through the close of escrow for the RHCC Project, including the construction of certain public infrastructure necessary to support the RHCC Project (the "Phase 1A Infrastructure"). The DDA established a maximum RHCC Project Public Investment of $240 million and acknowledged estimated Phase 1A Infrastructure construction costs of $60.6 million. The DDA included the Conceptual Outline of the Joint Exercise of Powers Agreement Plan of Finance (the "Conceptual Plan of Finance"),which documented the expected method of financing the RHCC Project Public Investment of $240 million and Phase 1A Infrastructure construction costs totaling $56 Page 14 million. The remaining$4.6 million in Phase 1A Infrastructure costs were assumed to be funded using cash on hand. Further,the DDA established the Port District's right to elect to fund the construction of a parking garage to serve the RHCC Project(the"Parking Garage"),in an amount not to exceed$40 million. At the April 24, 2018 meeting, the City Council and Port Board also each approved the Original RSA. The Original RSA addressed funding commitments of each agency; the application of residual revenues after payment of RHCC Project Public Investment and Phase 1A Infrastructure Revenue Bond debt including reimbursements to each agency (the "Residual Revenues"); operating and maintenance responsibility for the Phase 1A Infrastructure; and allocation of Net Operating Income above an eleven percent (11%) return on investment to be paid by RIDA to the Port District at a rate of twenty percent (20%) for Lease Year 1 through Lease Year 37 (the"Additional Rent"). In conjunction with the Bayfront District formation proceedings, modifications to the Original RSA have been negotiated by City and Port District staff and are presented for Council consideration and approval (the "Amended and Restated RSA"). The Port Board approved the Amended and Restated RSA on November 5, 2019. A redline comparing the Original RSA and the Amended and Restated RSA is provided as Attachment 1 to this report. Proposed modifications to the terms of the Original RSA are as follows: 1. Includes the Additional Rent in the revenue stream that will be used and distributed to the agencies pursuant to Section 3.3 of the agreement, while clarifying that the Additional Rent will not be pledged to the project Revenue Bonds. 2. Adds the following two new priority uses of the Residual Revenues: a. New priority number two (#2) use of the Residual Revenues is to reimburse the City and the Port District for any funds actually paid or contributed to the County pursuant to the County Funding Agreement, which secured a County loan of$25 million toward Phase 1A Infrastructure; and b. New priority number three (#3) use of the Residual Revenues is to reimburse the City an amount equivalent to the actual funds expended by the Bayfront District for the construction of the 1,600-space Parking Garage principally intended to serve the Convention Center,not otherwise reimbursed to the City by the Port District. 3. Adds a new Section 3.5 relating to parks, addressing the additional funds to be paid by the City to the Port District pursuant to the Amended and Restated Financing Agreement for purposes of maintaining CVBMP parks (the "Park Rent"). The new section provides that to the extent that the City provides the Park Rent to the Port District,the Port District will contribute the Park Rent to the Authority, to be used to reimburse both the City and the Port District for the operation and maintenance costs ("O&M Costs") actually paid by each agency. A future implementation agreement will further clarify the terms of this provision. 4. Establishes an anticipated annual limit on expenditures by both the City and the Port District in providing services pursuant to the Chula Vista Bayfront Master Plan Natural Resources Management Plan (the"NRMP") of$300,000,to be shared equally by the two agencies. Page 15 5. Clarifies that the Bayfront District may reimburse the City or the Port District for 0&M Costs actually paid, subject to a future agreement to be entered into by the agencies. Further, the Amended and Restated RSA clarifies that any 0&M Costs otherwise reimbursed to either party are not subject to reimbursement through either the Park Rent or from the Bayfront District. 6. Eliminates the Enhanced Infrastructure Financing District (EIFD) Formation provision, as the City and Port District have now entered into the County Funding Agreement and the formation of an EIFD with the County is no longer desired. 7. Adds a new Section 3.7 relating to the Parking Garage. With this modification, the Port District gains the ability to fund an elective $40 million contribution toward the construction of the Parking Garage using the proceeds of the Bayfront District special tax levy. To the extent that the operation of the Parking Garage generates revenues, those funds would be designated for the purpose of repaying the Bayfront District. The Port District and City acknowledge that the primary intended funding source for the Parking Garage is the rental car fees to be collected pursuant to Port District Resolution No. 2018-065 (the "Rental Car Revenues") and that litigation is currently pending concerning the collection of such fees. If the Port District is successful in the litigation, they are obligated to pay the City an amount equivalent to the Bayfront District funds contributed to the Parking Garage (less any offset for operating revenues, as previously described). The new priority number three (#3) use of Residual Revenues would only become effective if the Port is unsuccessful in the Rental Car Revenue litigation, or if insufficient funds are generated to meet the obligation to pay the City under this section. With the approval of the Amended and Restated RSA, the revenues to be contributed by each agency toward the payment of the Revenue Bond debt service are as follows: Port District Contributions 1. Ground lease revenues derived from: a. Other Ground Leases (as defined in the Amended and Restated Financing Agreement); b. the Tidelands Use and Occupancy Permit for the current RV Park(the"RV Park TUOP"); c. a replacement RV park on parcel S1 (the"Replacement RV Park"); and d. the RHCC Ground Lease,less e. the Additional Rent and a credit equal to the actual amount of the existing RV Park lease buyout, in an amount not to exceed$4,329,614,less any payment reductions negotiated by the Port District. 2. Port District Support Payments,in an amount not to exceed the following schedule: Lease Years 1 -4 $ 0 Lease Years 5 - 14 $5.0 million Lease Years 15 - 19 $6.0 million Lease Years 20-24 $3.0 million Lease Years 25 -38 $3.5 million 3. The Additional Rent. Page 6 Citv Contributions 1.. Transient Occupancy Taxes (TOT) generated by the RHCC Project, the RV Park TUOP, and the Replacement RV Park. 2. Sales tax to be generated by the RHCC Project,the RV Park TUOP, and the Replacement RV Park. 3. Incremental property tax (including property tax in-lieu of motor vehicle license fees) generated by the RHCC Project. 4. Port Municipal Services Agreement(PMSA) revenues. 5. Special tax proceeds of the Bayfront District, limited to the amount used to pay debt service on the Revenue Bonds. The Amended and Restated RSA reflects the following prioritization for use of the Residual Revenues: 1. To reimburse the Port District for the cumulative amount of District Support Payments actually contributed by the Port District and not previously reimbursed to the District by the Authority;then 2. To reimburse the City and the Port District pari passu for any amounts either Party actually paid or contributed to the County pursuant to the County Funding Agreement;then 3. To reimburse the City an amount equivalent to the actual funds expended by the Bayfront District for the construction of the Parking Garage, not otherwise reimbursed to the City by the Port District; then 4. To reimburse the City for 73.6% of the cumulative actual, direct costs incurred by the City to provide fire service within the CVBMP Project Area, which is the proportionate share of such costs attributable to the RHCC Project and not previously reimbursed to the City (provided that such 73.6%reflects amounts for which the City is entitled to reimbursement in addition to any payments the City receives under the PMSA for fire services, as the PMSA may be amended by the Parties; reimbursement to the City under this paragraph shall not be reduced by the amount of PMSA Revenues received by the City);then S. To reimburse the City and the Port District on a proportionate, pro-rata basis, for each Party's contribution of the Existing Revenues,as of Close of Escrow;then 6. To reimburse the City and the Port District on a proportionate, pro-rata basis, for each Party's contribution of Existing Revenues after the Close of Escrow, continuing to the COE Termination Date;then 7. To fund an additional reserve fund or reserve fund insurance policy in the amount of one year's debt service for the Revenue Bonds; and finally 8. Any Revenues remaining after the payments described in Items (1) through (7) above will be equally distributed between the City and the District. Approval of Resolution A, approving the Amended and Restated RSA prior to continuing formation proceedings for the Bayfront District is recommended. Page 7 Bayfront District Formation Proceedings This consolidated public hearing is to be held for the purposes of considering the formation of the Bayfront District,the authorization to levy special taxes, and the necessity of the Bayfront District to incur a bonded indebtedness secured by such special taxes. The Bayfront District will be formed in conformance with Chula Vista Municipal Code (CVMC) Chapter 3.60 (Community Facilities Districts - General), the Bayfront Project Special Tax Financing District Procedural Ordinance (CVMC Chapter 3.61). Chapter 3.61 provides a procedure for financing certain public improvements and maintenance and services to serve the CVBMP area, through the establishment of the Bayfront Project Special Tax Financing District. Chapter 3.61 incorporates certain provisions of the Mello-Roos Act and the California Streets and Highways Code, while identifying certain other provisions that will not apply or that will be modified. Modifications and exclusions of the Mello-Roos Act provisions largely relate to the formation and election process for the Bayfront District, which will require an election of landowners, not registered voters. The Bayfront District special tax will be levied on hotel and campsite operators who may charge the tax through to transient occupants (hotel and campsite visitors). The special tax will not be levied on traditional residential uses. As such, it is more appropriate for the Bayfront District electors to be the landowners, rather than the registered voters of the Bayfront District. There are no persons registered to vote within the boundaries of the Bayfront District. Staff recommends that Council conduct the public hearings, approve a joint community facilities agreement by and between the City and the Port District for the Bayfront District, form and establish the Bayfront District, authorize submittal of the levy of special tax for the Bayfront District to the qualified electors, deem it necessary to incur a bonded indebtedness of the Bayfront District, and call a special mail ballot election. The City has retained the services of Willdan Financial Services as special tax consultant (the "Special Tax Consultant"), Stradling Yocca Carlson&Rauth as bond counsel,and Best Best&Krieger LLP as legal counsel to provide assistance during the proceedings. All expenses incurred by the City in undertaking the proceedings to consider the formation of the Bayfront District will be reimbursed from future Bayfront District special tax revenues. All ongoing expenses related to the administration of the Bayfront District (including levying and collecting the special taxes and administering bonds of the Bayfront District) are to be funded from the special taxes of the Bayfront District. The ultimate security for any future bonds issued by the Bayfront District are the properties located within the Bayfront District that are subject to the levy of special taxes by the Bayfront District, not the City's General Fund or its ability to tax property within its jurisdiction outside of the Bayfront District. The Bayfront District will be formed in conformance with CVMC Chapter 3.61 (Bayfront Project Special Tax Financing District Procedural Ordinance). District Boundaries A reduced copy of the recorded boundary map of the Bayfront District prepared by the Special Tax Consultant is presented in Attachment 2. Page 18 The boundaries of the Bayfront District include approximately 270 acres of taxable property. The Port District owns approximately 212 acres (79%) of taxable property, the City owns approximately 6 acres (2%) of taxable property, the San Diego Metropolitan Transit System (MTS) owns approximately 4 acres (1.5%) of taxable property, and the remaining approximately 48 acres (17.5%) of taxable property are privately owned. Eligible Improvements Pursuant to the Amended & Restated Financing Agreement and CVMC Chapter 3.61, the Bayfront District will be authorized to finance the Convention Center portion of the RHCC Project, transportation and pedestrian facilities, public parks, storm drain facilities, sewer facilities, and other public and private improvements. Attachment 3 lists the types of improvements to be financed by the Bayfront District, including a current cost estimate. A final list and cost estimate of the improvements eligible for Bayfront District financing will be brought to Council in conjunction with a future agreement. Eligible Services In addition to authorizing the financing of certain public and private improvements, the Bayfront District will authorize the financing of certain public services within the CVBMP. Attachment 4 shows a proposed list of services,including,but not limited to, operations and maintenance of roadways (including sidewalks, parkways,and medians),parks,and storm drain facilities. Current cost estimates are provided. Joint Community Facilities Agreement Bayfront District eligible improvements may be owned by either the City or the Port District and both agencies will provide a portion of the eligible services. Pursuant to California Government Code Section 53316.2,a joint community facilities agreement or joint exercise of powers agreement must be entered into in order for a community facilities district to finance facilities to be owned or operated by a public agency other than the agency that created the district, or to finance services to be provided by a public agency other than the agency that created the district(or any combination thereof). A Joint Community Facilities Agreement (JCFA) has been negotiated by City and Port District staff and was approved by the Port Board on November 5, 2019 (see Attachment 5). The JCFA sets forth essential terms for the development, operation, maintenance, and servicing of various improvements (a) within the CVBMP, or (b) outside the CVBMP if required by mitigation measures specified within the CVBMP EIR and required to be performed by the City or Port District. The JCFA establishes the following priorities for allocation of special tax revenues generated by the Bayfront District: 1. Financing the construction of the Convention Center portion of the RHCC Project; 2. Financing the construction of the Phase 1A Infrastructure; 3. Funding the construction of the Parking Garage; 4. Funding the operation,maintenance,servicing and replacement of the Phase 1A Infrastructure; Page 19 5. Funding the construction of other public improvements, either(a)within the CVBMP, or (b) outside the CVBMP if required by mitigation measures specified in the CVBMP EIR, to be performed by the City or Port District(the"Other Improvements"); and 6. Funding the operation,maintenance,servicing,and replacement of the Other Improvements. Proposed Special Taxes The rate and method of apportionment of the Special Taxes is set forth in Exhibit A of Resolution C. A copy of the Bayfront Project Special Tax Financing District Report(the"District Report") for the Bayfront District prepared by the Special Tax Consultant is included as Attachment 6, and is on file and available for public review Property located in the Bayfront District would be subject to the levy of a special tax equivalent to 5% of occupancy-based room rate revenues generated from visitor-serving accommodations located on such property that are subject to the City's TOT. Property located in the Bayfront District anticipated to be subject to the special tax include hotels and campsites,as well as private residences operating as hotels (i.e. properties offered to the public for short-term rental purposes through Airbnb, Vrbo, etc.). For those properties which do not offer visitor-serving accommodations subject to the City's TOT, the Bayfront District would have no effect (i.e., private residences not offered to the public for short-term rental purposes,undeveloped land,other commercial uses,or non-operating hotels or campsites). Collection of Taxes The proposed special tax would be initially self-assessed and remitted to the City in the same time and manner as the City's TOT (monthly remittance per Chula Vista Municipal Code). However, should a property fail to self-assess and remit the Bayfront District special tax to the City for such owner's property, the Bayfront District would have the ability to place such special tax on the ad valorem property tax bill of such owner's (or leaseholder's) property. In this circumstance, the City's Finance Director would determine the amount of the special tax due,including penalties thereon. Term The proposed special tax would be assessed for a term not to exceed the longer of(a) forty (40) years from the first day of the month immediately following the effective date of the ordinance enacted by the City Council providing for the levy of the special tax or (b) the date on which all bonded indebtedness of the Bayfront District has been paid in full. Value-to-Lien Ratio Policv Although under Chapter 3.61, the provisions of Council Policy 505-04 (the "Goals and Policies") do not apply to the Bayfront District, it is nevertheless the intent of the Council, acting as the legislative body of the Bayfront District, that the indebtedness of the Bayfront District be issued in accordance with the applicable provisions of the Goals and Policies. The Goals and Policies require a minimum 4:1 value-to-lien ratio as a precondition to the issuance of bonds of a community facilities district (CFD). A ratio of less than 4:1 but equal to or greater than 3:1 may be approved, in the sole discretion of Council, when it is determined that a ratio of less than 4:1 is financially prudent under the circumstances of a particular CFD. A final appraisal and lien-to-value ratio analysis will be available for Council consideration prior to the sale Page 110 of bonds for the Bayfront District. The first bond sale is projected to occur in calendar year 2020. If the final analysis shows parcels that fail to meet the 4:1 or 3:1 ratio, one or more of the following actions would be required: • The principal amount of the bonds to be issued for the Bayfront District will be reduced to comply with applicable provisions of the Goals and Policies; or • Sufficient information must be provided to Council to substantiate the prudence of a lesser value- to-lien ratio. Resolutions There are five (5) resolutions on today's agenda that,if adopted,will accomplish the following: Resolution A: The RESOLUTION APPROVING AN AMENDED AND RESTATED REVENUE SHARING AGREEMENT approves modifications to the existing Revenue Sharing Agreement between the City and the Port District. Approval of this resolution prior to taking action on Resolutions B through E is recommended. Resolution B: The RESOLUTION APPROVING A JOINT COMMUNITY FACILITIES AGREEMENT is the formal action approving a joint community facilities agreement, as required in order to expend Bayfront District funds on Port District land or to reimburse the Port District for providing services to the Bayfront District. Approval of this resolution prior to taking action on Resolutions C through E is recommended. Resolution C: The RESOLUTION FORMING AND ESTABLISHING THE BAYFRONT SPECIAL TAX FINANCING DISTRICT is the formal action forming and establishing the Bayfront District and authorizing the submittal of the levy of special tax to the qualified electors of the Bayfront District,and performs the following: (a) sets the name of the District as the Bayfront Project Special Tax Financing District; (b) identifies the District Report prepared by Willdan Financial Services as the report to be used for all future proceedings; (c) describes the boundaries of the Bayfront District; (d) describes the improvements to be financed by the Bayfront District; (e) describes the services authorized to be financed by the Bayfront District; (f) establishes a Special Tax, as set forth in the Rate and Method of Apportionment, which will be approved by the adoption of this resolution; (g) implements the provisions of the Local Agency Special Tax and Bond Accountability Act which became effective on January 1, 2001,by specifying that: (i) each special tax shall be levied for the specific purposes set forth in the resolution; (ii) the proceeds of the levy of each such special tax shall be applied only to the specific applicable purposes set forth in the resolution; (iii) the Bayfront District shall establish a separate account into which the proceeds of such special tax shall be deposited; and (iv) the City Manager, or his or her designee, acting for and on behalf of the Bayfront District, shall annually file a report with the City Council as required pursuant to Government Code Section 50075.3. Page X11 (h) allows for substitution of improvements as long as facilities provide a service substantially similar to those set forth in the resolution; and (i) submits the levy of special tax to the qualified electors. Resolution D: The RESOLUTION DEEMING IT NECESSARY TO INCUR BONDED INDEBTEDNESS is the formal action of the City Council deeming it necessary to incur a bonded indebtedness of the Bayfront District,and performs the following: (a) declares that the public convenience and necessity requires that a bonded indebtedness be incurred by the Bayfront District; (b) declares that the purpose of the bonded indebtedness is the financing of improvements; (c) describes the territory that will be subject to a levy of a special tax to pay for the bonded indebtedness of the Bayfront District; (d) authorizes a maximum bonded indebtedness of$175,000,000; (e) limits the term of the bonds to forty (40) years and limits the interest rate on the bonds to twelve percent(12%),or the maximum rate permitted by law at the time of bond sale; (f) further implements the provisions of the Local Agency Special Tax and Bond Accountability Act by specifying that: (i) such bonded indebtedness shall be incurred for the applicable specific purposes set forth in the resolution; (ii) the proceeds of any such bonded indebtedness shall be applied only to the applicable specific purposes set forth in the resolution; (iii) the document or documents establishing the terms and conditions for the issuance of any such bonded indebtedness shall provide for the creation of an account into which the proceeds of such indebtedness shall be deposited; (iv) the City Manager, or his or her designee, acting for and on behalf of the Bayfront District, shall annually file a report with the City Council, acting in its capacity as the legislative body of the Bayfront District,as required by Government Code Section 53411. (g) submits a ballot proposition to the qualified electors to incur a bonded indebtedness; and (h) calls for a mail ballot special election to be held on February 18, 2020. Resolution E: The RESOLUTION CALLING AN ELECTION is a formal action submitting to the qualified electors of the Bayfront District three propositions related to the formation of the Bayfront District, and performs the following: (a) calls for a mail ballot special election to be held on February 18, 2020; (b) submits a proposition to the qualified electors of the Bayfront District to authorize the levy of special taxes; (c) submits a proposition to the qualified electors of the Bayfront District to incur a bonded indebtedness of$175,000,000 for specific purposes; (d) submits a proposition to the qualified electors of the Bayfront District to establish an appropriations limit for the Bayfront District; (e) authorizes arguments for and against the propositions, argument rebuttals, and directs the City Attorney to prepare an impartial analysis of the propositions; and (f) establishes election procedures. Page 112 Notice All qualified electors within the Bayfront District have been notified of the consolidated public hearing through the mail as well as published notice in the Star News. Future Actions Adoption of tonight's resolutions call for a mail ballot special election to be held on February 18, 2020. All ballots must be received by the City Clerk by 12:00 p.m. on this date. The qualified electors will be asked to vote on the authorization to levy special taxes, the authorization to incur a bonded indebtedness of the Bayfront District, and to establish an appropriations limit for the Bayfront District. Once the votes are cast, Council will be requested to certify the results of the election. Arguments in favor of or against the propositions and the City Attorney's impartial analysis must be submitted to the City Clerk no later than December 3, 2019. Rebuttal arguments must be filed with the City Clerk no later than December 13,2019. Pursuant to CVMC Chapter 3.61, the qualified electors of the Bayfront District will be landowners, i.e., the owners of land within the Bayfront District with each such owner receiving one (1) vote for each acre or a portion of an acre located within the boundaries of the Bayfront District. The Bayfront District will be authorized to levy such special taxes and incur such bonded indebtedness if 2/3rds of the votes actually cast in the election approve the authorization to levy such special tax and the authorization for the Bayfront District to incur a bonded indebtedness secured by such special taxes. The San Diego County Registrar of Voters has certified that there are no persons registered to vote within the proposed boundaries of the Bayfront District(see Attachment 7). Additional future actions include approval of an Acquisition/Financing Agreement with RIDA to establish the terms and conditions pursuant to which the Bayfront District will finance the acquisition of public improvements required by the Amended& Restated Finance Agreement and the DDA to be constructed by RIDA,the levy of special taxes,and actions associated with the issuance of bonds. 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 financing 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,etseq.). 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 Approving an Amended and Restated RSA and a JCFA has no current year fiscal impact. All expenses incurred by the City in undertaking the proceedings to consider the formation of the Bayfront District and subsequently authorizing, issuing, and selling bonds of the Bayfront District to finance the Page 113 acquisition and construction of eligible public or private facilities will be reimbursed from future Bayfront District bond proceeds or special tax revenues, resulting in no net impact to the General Fund or the Development Services Fund. ONGOING FISCAL IMPACT The proposed Amended and Restated RSA creates a framework of equal participation by the City and Port District in receiving Residual Revenues generated by the RHCC Project and in providing operations and maintenance services within the CVBMP area, while also ensuring equal participation in all contemplated funding sources for such expenses. Further, should the Port District elect to use Bayfront District funds to construct the Parking Garage, the Amended and Restated RSA creates two possible paths for the City to be made whole (through either Rental Car Revenues or the RHCC Project Residual Revenues). Lastly, the Amended and Restated RSA prioritizes reimbursing the City from the RHCC Project Residual Revenues for any funds paid to the County pursuant to the County Funding Agreement(priority#2). The cost to administer the Bayfront District, if established, and the issuance of bonds by the Bayfront District shall be paid from the proceeds of special taxes to be levied within the Bayfront District or the proceeds of bonds issued by the Bayfront District. There is,therefore, no ongoing fiscal impact to the City's General Fund or Development Services Fund as a result of this action. ATTACHMENTS 1. Amended and Restated Revenue Sharing Agreement Redline 2. Boundary Map 3. Authorized Improvements 4. Authorized Services 5. Joint Community Facilities Agreement 6. District Report 7. Certification of Registered Voters 8. Letter of Concurrence of Election Official Staff Contact. Tiffany Allen,Development Services Department Page 14 AMENDED AND RESTATED REVENUE SHARING AGREEMENT By and Between CITY OF CHULA VISTA AND SAN DIEGO UNIFIED PORT DISTRICT (Chula Vista Bayfront Resort Hotel and Convention Center and Related Public Infrastructure) DRAFT This Amended and Restated Revenue Sharing Agreement ("Agreement"), dated April 24, 2-01 g 2019, is entered into by and between the City of Chula Vista, a municipal corporation ("City") and the San Diego Unified Port District, a public corporation ("District"). The City and District may be individually referred to herein as,a"Party", and collectively as,the"Parties". RECITALS WHEREAS,the City and District are parties to that certain Amended and Restated Chula Vista Bayfront Master Plan Financing Agreement dated June 20, 2017, by and between the City and the District and filed in the Office of the District Clerk as Document No. 67068 (the "Financing Agreement"); and WHEREAS, all initially capitalized terms used herein without definition have the meanings set forth in the Financing Agreement; and WHEREAS, the Partie3City and District are enter-ing into-aparties to that certain Disposition and Development Agreement (the "DDA") of even date her-ev t dated May 7, 2018 and filed in the Office of the District Clerk as Document No. 68398 with RIDA Chula Vista,LLC, a Delaware limited liability company ("RIDA") which contemplates the development of a resort hotel and convention center(the"RHCC Project") and related public infrastructure improvements; and WHEREAS, it is expected that as part of the closing of the obligations contemplated under the DDA("Close of Escrow"),the City and the District,through a JEPA,will issue the Revenue Bonds to support the financing of the Convention Center and the P ase4-ARHCC Public Improvements; and WHEREAS, it is expected that the City and the District will be contributing the Financing Revenues pursuant to a Plan of Finance to support the Revenue Bonds; and WHEREAS, it is expected that the RHCC Project will generate certain revenues from the operation of the RHCC Project that the Developer will share with the Parties; and WHEREAS, this gr-eo,, e t-the City and the Finaneing Agreement assume the pat4ie patio of County bof c. Diego Enhaneed la f .. ast . e Financing-District " arties" are pto AwA peftion o that certain Revenue Bonds suppei4ing Phase 1A-.Sharing Agreement dated April 24, 2018 filed in the Office of the District Clerk as Document No. 68392 (the"Original RSA"); and 1 WHEREAS,the Parties desire to amend and restate in its totality the Original RSA as set forth herein. NOW THEREFORE, in consideration of One Dollar and the mutual promises set forth herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Recitals. The Recitals are incorporated herein by reference. 2. Term. The term of the Agreement shall eemmecommenced on the later- to oeett of(...) thedate-firSTset TfoY2YYabove or-(b)TtI..�TfG�T. the DDAis effeetive. ThisTgreLTIIenT ay 7, 2018 and shall terminate concurrent with the DDA if the DDA is terminated prior to Close of Escrow. If Close of Escrow occurs, this Agreement shall terminate on the later to occur of the following dates, which shall be referred to herein as the "COE Termination Date": (i) the expiration of the term of the Revenue Bonds, regardless of whether the Revenue Bonds are paid prior to the maturity date; or (ii) thirty-eight (38) years_from the date the Revenue Bonds are issued._Notwithstanding the foregoing, Section 3.4 shall remain in effect in accordance with its terms. 3. Agreements. This Agreement amends, restates, and supersedes in its entirety the Original RSA. The Parties hereby agree as follows: 3.1 Revenues and "Revenues"means,collectively,moneys in an amount equivalent to each of the Existing following sources of revenue actually received by the City or the District on a Revenues yearly basis: A. District (i) all Ground Lease Revenues derived from the Other Ground Leases, the Tidelands Use and Occupancy Permit for the current RV Park ("RV Park TUOP"), a replacement RV Park on parcel S 1 ("Replacement RV Park"), and the RHCC Ground Lease, less (a) the Additional Rent (defined in Section 3.4 below) and (b) a credit equal to: (1)the actual amount of the existing RV Park lease buyout payment to be paid solely by the District to Chula Vista Marina/RV Park,Ltd. (the existing RV Park lessee),in an amount not to exceed $4,-9329,614; less (2) any reduction in this payment negotiated by District in consideration for District's release of Chula Vista Marina/RV Park, Ltd. from its obligation to complete all or a portion of the demolition work at the existing RV Park site that would otherwise be required under the RV Park lease(District Clerk Document No. 14243, as amended) (the"Net RV Park Buyout Credit"); (ii) the annual payments to be made by the District(the"District Support Payments") for repayment of the Revenue Bonds according to the schedule set forth in Section 4 of the Conceptual Outline of Joint Exercise of Powers Authority Plan of Finance attached to the DDA as Attachment No. 9-4 (the "Conceptual Plan of Finance"). (iii) all Additional Rent pursuant to Section 3.4. i B. City (i) the TOT attributable to the RHCC Project, the RV Park TUOP,affid the existing RAI D.,,-k i the C—VBN4P Pr-jest re and the Replacement RV Park+^ e, +�; (ii) the Sales Tax; (iii) incremental property tax (including EIFD Reve uespMpgLty tax in- lieu of motor vehicle license fees) generated by the RHCC Project; (iv) PMSA Revenues; and (v) nemspecial tax proceeds L"Special Tax RevenuesD of the Bayfront Project Special Tax Financing District "Special Tax District"), pursuant to Section 4.2.2(d) of the Financing Agreement, equal to the annual amount used to repay the Revenue Bonds' .._d in a fit*u.:__ C'em_____ty Faei_:*=__ Dist_ri equal to a 0 room fevenue tax on the R14CC Prejee4. As used herein,"Existing Revenues"means,collectively,moneys in an amount equivalent to each of the following sources of revenue actually received by the City or the District: (i) all Ground Lease Revenues derived from the Other Ground Leases, the RV Park TUOP and the Replacement RV Park, less a ^,.edit equa *^ the Net RV Park Buyout Credit; (ii) the TOT attributable to the existing RAI Park i the rvuMp Pf6jec4 AreaRV Park TUOP and the Replacement RV Park*^ 'w^eewA ete ; and (iii) the PMSA Revenues. 3.2 Use of Existing Thirty(30) days before the Close of Escrow ("Contribution Date"), each of the Revenues at Parties shall contribute to the Close of Escrow an amount of money equal to the Close of Escrow Existing Revenues generated and actually received by each Party from and after July 1,2018 to the Contribution Date. Such Existing Revenues shall be applied at the Close of Escrow to finaneing ^~al^r eenstf'^+'^^ eonfingeneies of the Distfiet City, and the TED ipursuant to the Plan of Finance. 3.3 Use of Revenues After the Close of Escrow,the Parties will contribute the Revenues to the JEPA Post Close of until the COE Termination Date, pursuant to agreements to be en4er-ed =A Escrow between the Paffies-the Plan of Finance. For each bond year of the Revenue Bonds, after- the Reventies have been a plie the JEPA shall apply all of the Revenues except for the Additional Rent, to the payment of debt service that is due and payable on the Revenue Bonds and any required debt service reserve of the Revenue Bonds. After such debt service has been paid, any Revenues remaining(the"Residual Revenues") shall be applied in the following order of priority: 3 1. To reimburse the District for the cumulative amount of District Support Payments actually contributed by the District and not previously reimbursed to the District by the JEPA; then 2. To reimburse the City and the District pari passu for any amounts either Party actually paid or contributed to the County of San Diego ("County") pursuant to the Chula Vista Bayfront Project Funding Agreement by and among the County, the City, the District and the Chula Vista Bayfront Facilities Financing Authority("Funding Agreement"); then 3. To reimburse the City an amount equivalent to the actual funds expended by the Special Tax District for the construction of the Parking Garage (as defined in Section 3.7),not otherwise reimbursed to the City by the District as further described in Section 3.7 below; then 2-4. To reimburse the City for 73.6%of the cumulative actual,direct costs incurred by the City to provide fire service within the CVBMP Project Area, which is the proportionate share of such costs attributable to the RHCC Project and not previously reimbursed to the City (provided that such 73.6% reflects amounts for which the City is entitled to reimbursement in addition to any payments the City receives under the PMSA for fire services, as the PMSA may be amended by the Parties;reimbursement to the City under this paragraph shall not be reduced by the amount of PMSA Revenues received by the City); then 3.5. To reimburse the City and the District on a proportionate,pro- rata basis, for each Party's contribution of the Existing Revenues, as of Close of Escrow; then 46. To reimburse the City and the District on a proportionate,pro- rata basis, for each Party's contribution of Existing Revenues after the Close of Escrow, continuing to the COE Termination Date;then. -5-.7. To fund an additional reserve fund or reserve fund insurance policy in the amount of one year's debt service for the Revenue Bonds; and finally 6:8. Any Revenues remaining after the payments described in Items (1) through (47) above will be equally distributed between the City and the District. No interest will accrue with respect to unreimbursed Revenues contributed by the City or the District. 3.4 Additional Rent Pursuant to Section 5.5 of the form of RHCC Ground Lease attached to the DDA as Attachment No. 9,the Developer is required to pay to the District 20% of the amount by which the Net Operating Income for such Lease Year exceeds eleven percent(11%)of the Actual Capital Investment(the"Additional I 4 Rent") for Lease Year 1 through Lease Year 37 (as such terms are defined in the RHCC Ground Lease) (the"NOI Split Period"). The District will pay one half of all Additional Rent amounts actually received by the District from the Developer during the NOI Split Period to the JEPA as part of the Revenues to be contributed by the District pursuant to Section 3.1(A)Qty within thirty(30) days following the District's receipt of such Additional Rent amounts. This obligation shall continue for so long as the District receives the Additional Rent set forth in Section 5.5 of the Ground Lease; and shall survive the earlier termination of other provisions of this Agreement. 3.5 Parks Section 4.2.2(g,) of the Finance Agreement provides that the District and the City will cooperate in good faith and use their respective best efforts to negotiate an agreement ("Park Agreement") which grants the City a nonexclusive,joint-use right or other interest in the areas designated for public park use within the CVBMP Project Area (the "Park Areas"). The Park Agreement is anticipated to provide that as and when the City collects Parkland Acquisition and Development("PAD Fees"), or other such park related impact fees as may be adopted in the future, from developments in the CVBMP Project Area (collectively, the "PAD Fees"), the City will pay the acquisition component of such PAD Fees to the District, or an amount equivalent to the acquisition component of the PAD Fees, as rent under the Park Agreement(the "Park Rent").To the extent that the City pays the District Park Rent,the District shall contribute the Park Rent actually received to the JEPA and the JEPA shall use the Park Rent to reimburse the Parties for O&M Costs actually paid by each of the Parties,subject to the terms of an implementation agreement to be entered into by the Parties. 3.56 Operations The City and District agree to generally split the operation and maintenance &Maintenance costs ("O&M Costs") for the RHCC Public Improvements to be paid b-y`eael� Costs . The District will be responsible for the O&M Costs of the parks and all related public infrastructure located within the parks. The City will be responsible for the O&M Costs of the streets and sanitary sewers. The City and District will split the O&M Costs payable pursuant to that certain Chula Vista Bayfront Master Plan Natural Resources Management Plan by and betwee Disiriet and City d filed June 6, 2016 in the Office of the District Clerk as Document No. 65065 that are not the responsibility of a third party(the"NRMP Costs") tha4 aFe not the r sibility of^ third ^� . The NRMP Costs shall be shared equally by the District and the City and shall not exceed $300,000 a ,year for each year of the term of this Agreement ("NRMP Cap"); provided, however, the NRMP Cap shall not limit the obligations of the City or the District pursuant to any other agreement to which the City or the District is a party. The City will be responsible for funding the Transit Plan and operational costs of shuttle services as set forth in Section 7.2 of the Financing Agreement, subject to the terms of an implementation agreement to be entered into by the Parties. To the extent that the Special Tax District generates Special Tax Revenues in excess of the annual amount used to repay the Revenue Bonds,the Special Tax District shall reimburse the Parties for O&M Costs actually paid by each of the Parties, subiect to the terms of an implementation agreement to be entered into by the Parties. In no event shall either Party be reimbursed for any O&M Costs that have previously been reimbursed to such Party through Special Tax Revenues or Park Rent. agrees of San Diego in the planned EIFD. 3.7 Parking Garage In the event that the District elects to construct a Parking Garage on Parcel H- 3 that is intended principally to serve the convention center component of the RHCC (the "Parking Garage"), the District may elect to pay for the Parking Garage using some or all of the Special Tax Revenues in an amount not to exceed $40,000,000. If the District elects to fund the Parking Garage using Special Tax Revenues, the District shall use such Special Tax Revenues in accordance with a separate agreement to be entered into by the Parties. The District shall designate any funds generated by the operation of the Parking Garage for the purpose of paying for the construction of the Parking Garage or reimbursing the Special Tax District for such expense (the "Parking Garage Operating;Revenue Offset"). Notwithstanding the foregoing, the District and City acknowledge that the primary intended funding source for the construction of the Parking Garage is the rental car fees approved by the District pursuant to Resolution No. 2018- 065 (the "Rental Car Revenues"). Litigation is currently pending to validate the right of the District to collect such fees (the "Rental Car Fee Litigation" The District agrees to diligently pursue the Rental Car Fee Litigation in good faith, including any appeals that the District elects in its reasonable discretion to pursue, or that are pursued by the plaintiff. The District is collecting Rental Car Revenues for the purposes of funding the Parking Garage. Upon final resolution of the Rental Car Fee Litigation, and the availability of the Rental Car Revenues, such Rental Car Revenues shall be paid to the City in an amount equivalent to the Special Tax Revenues contributed to the District to finance the construction of the Parking Garage less any Parking Garage Operating Revenue Offset. To the extent that Rental Car Revenues are in excess of the Special Tax Revenues paid or reimbursed to the District for the construction of the Parking Garage, the District shall onlybe required to pay to the City the Rental Car Revenues equal to the Special Tax Revenues paid or reimbursed to the District for the construction of the Parking Garage. 4. Binding Agreement. The Parties agree that this Agreement is a binding agreement between the Parties. Notwithstanding the binding nature of this Agreement, the Parties contemplate that future implementing agreements may be needed to implement or clarify the terms of this Agreement. To that end,the Parties agree to meet and confer in good faith in response to a request by either pParty regarding the implementation or clarification of this Agreement. 6 5. Event of Default. An "Event of Default" will occur under this Agreement when: (a) there is a material breach of any material condition, covenant or promise set forth herein; (b) written notice thereof has been given to the pParty in breach; and (c) such breach has not been cured within ten (10) business days after such notice was given to the pParty in breach. In the event the breach cannot reasonably be cured within such ten (10) business day period, the pParty in breach must commence cure of the breach within such ten(10)business day period and thereafter diligently proceed to cure such breach. A waiver by either pParty of any such breach shall not be construed as a waiver of any succeeding breach of the same or other condition, covenant or promise. 6. Remedies. The occurrence of an Event of Default shall give the non-defaulting pParty the right to proceed with an action or proceeding for specific performance. 7. Notices. The notice addresses shall be the same as those set forth in the Financing Agreement and shall be sent by certified U.S. Mail (return receipt requested) and shall be deemed delivered three days after deposit in the U.S. Mail. 8. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties with regard to the collection and priority of the Revenue sharing between the City and the District, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to the priority of the collection and priority of Revenue sharing between the City and the District,but shall not supersede,modify or amend the Financing Agreement.. or the DDA. 9. Drafting Presumption; Review Standard. The Parties acknowledge that this Agreement has been agreed to by both the Parties, that both City and District have consulted with attorneys with respect to the terms of this Agreement and that no presumption shall be created against the drafting Party. Any deletion of language from this Agreement prior to its execution by City and District shall not be construed to raise any presumption, canon of construction or implication, including, without limitation, any implication that the Parties intended thereby to state the converse of the deleted language. 10. Governing Law. This Agreement and all of the rights and obligations of the Parties hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of California. [Signatures appear on following pagel] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and the year first set forth above. CITY: CITY OF CHULA VISTA By: Gary Halbert, City Manager ATTEST: Kerry K. Bigelow, City Clerk APPROVED AS TO FORM: Glen R. Googins, City Attorney DISTRICT: APPROVED AS TO FORM AND LEGALITY: SAN DIEGO UNIFIED PORT DISTRICT-, GENERAL COUNSEL a public corporation By: By: Assistant/Deputy Name: Its: v s z a 1 dDSOOoL -bror -A9 �o moo.`.$ * ,S Fig •<���� �b1z°� �� g Ila o O E �Fuoa go. 4°x;1 !!i_ IV U coo W 9JY cr z at �yp2Cy�ms uo ���� a g 'I t� HV a o O C Z A V M o 6=b 0�o gall M1 O 6 O W ' V OV � c egg G V oz0° Q W d co IL o� VUN 0 W a o / a 0 m I i f _ g �Q S m G u ca a 1%OOOL.-Moe bF w 4bh X18 N I � Zg 1 � .t•, Z�v, J� cr i ri1 i 14 V i O rd ' F V =o � f LL_ °Z �< i y� so iu =LL J <� W Z d �t ON V N 0 ICO W a ao W6W IL i cr i "a C rt Y z L � 00 J G E u U co 1+ i ZI E J� O LL cr O `S 1 r l £ j Z I O� O jg ox �_z d);c— Wu o J LL ioLL s Z IML W V pW W OR Ov ao LL.W OLL. d� 'Q S F Q a 00 i C G1 E u u cu I9102000L-bloe I 134a -At ZI �z+ Q O 1 i ; L a y� �o m LL.Z - 0 oZ o §Z p v, g 0 W Ja ir g �� zd Dm �� 0 WO V tpP WLU ad i OZ j ILLL o !_ o r r s : Y v E u U cut ltood-bAcr -Ch gd Q m J� 3m N LL ; � r j� I V OZ S /V� U. Z Q $z l W� i- p, a OZ �N mU cW W0 Q l IL ao LL it oU. ILm a I ' s I G v E s g Z8 <i w N U, m 08 O r cr 0 a yU � gy v Q Z 0) N N N M M M fn M M M T �' cf 4 Ln z N - !— - 0 � o o 0 0 0 o' M o. o 0 0 LL w � C9 o o g' �. 0 0 o g 0 0 g o o c�• o o Qua H .a i 1 O M N to, 01 00 r l0 t0 r d'' Oi u'1i "A• 0'i M M M M O, N M M M N N N O O M) M M; M O! W J Z0 Z O 00 ri . 1 v-4 r-4 . —11 .-i o0 Op Op O Xn O O O t�i u ri ri .1 ri r4 N N N M M � 8 g M M M M th g y O M cn 0 0 0 0 0 0 0 O; O• M N; M; M N a u LA LA' � nrrrnr� rp oared' .-+ ri .-� 0 W F m w w w w l0 l0 w OW t0 l0 l0 l0 w r w r Lrn' i z 4 a Ln Ln Ln Ln, Ln Ln Ln Ln Ln Ln r r r Ln r Ln u1 'Ln Na a '�" a--I N M C'f t!1 l0 r o0 Ql O �--i N M �' Ln w r o0 IL IL cr F- p. Z IL 0 da qpm 1'n T r� ATTACHMENT 3 DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS 1. Convention Center Facility(as defined in Chula Vista Municipal Code Chapter 3.61); 2. Street improvements, including grading, paving, curbs, gutters, sidewalks, street signalization, signage, street lights, furnishings, and parkway and median landscaping related thereto; 3. Gateway signage; 4. Pedestrian and bicycle paths; 5. Storm drains and other water quality devices to ensure regional permit compliance; 6. Public utilities (including but not limited to water, reclaimed water, sewer, electric, gas, and telephone); 7. Public parks,open space and recreation facilities; 8. Fire protection and emergency response facilities; 9. Parking improvements; 10. Museums and cultural facilities; 11. Ecological and sustainability educational improvements; 12. Energy efficiency,water conservation,and renewable energy improvements; 13. Land, rights-of-way and easements necessary for any facilities to be financed by the District; and 14. Equipment, apparatus, facilities or fixtures with an expected useful life of 5 years or longer necessary for any of the foregoing or necessary to provide any of the services described in Attachment 3. INITIAL AUTHORIZED IMPROVEMENT COST ESTIMATES Improvement Description Cost Estimate' Convention Center Facilities $ 240,000,000 Parking Garage $ 40,000,000 Street Improvements,Pedestrian and Bicycle Paths,and Storm Drains 1 E Street(G Street to H Street) $ 7,248,039 2 G Street Connection $ 822,313 3 H Street(Bay Blvd to Street A) $ 416,759 4 H Street(Marina Pkwy to E Street) $ 5,587,531 5 E Street(Bay Blvd to F Street) $ 4,086,510 6 E Street(Lagoon Drive to G Street) $ 58,414 7 F Street(Bay Blvd to E Street) $ 1,308,727 8 F Street(E Street to Gunpowder Pt Dr) $ 913,038 9 Gunpowder Point Drive Relocation $ 1,216,153 Subtotal $ 21,657,483 2019 dollars. ATTACHMENT 3 Parks,Open Space and Recreation Facilities 10 Harbor Park(Initial) $ 19,504,029 11 SP-1 Sweetwater Buffer(for S-1) $ 2,907,645 12 SP-1 Sweetwater Buffer(for S-2) $ 1,302,092 13 SP-2 Seasonal Wetlands $ 1,012,920 14 SP-4 SDG&E $ 62,253 15 S-2 Sweetwater Signature Park $ 7,602,067 Subtotal $ 32,391,006 Public Utilities 16 G Street Sewer Pump Station $ 2,785,833 17 H-3 Utility Corridor $ 1,911,266 Subtotal $ 4,697,099 Grand Total $ 338,745,588 ATTACHMENT 4 DESCRIPTION OF THE AUTHORIZED SERVICES Authorized Services shall include the operation, maintenance, servicing, and replacement of the authorized Improvements(see Attachment 2),together with the following additional Services: 1. Landscaping, including, but not limited to trees, shrubs, grass, other ornamental vegetation located in or on slopes,parkways and medians; 2. Facilities that are directly related to storm water conveyance, including,but not limited to pipes and drainage inlets,detention basins,linear bioretention,and parks; 3. Walls and fencing; 4. Parks,including landscaping,facilities,walls,fencing,lighting,and trails; 5. Streetscape improvements,including lighting,furnishings and appurtenances; 6. Parking improvements; 7. Transportation services; 8. Promotion of public events and tourism; 9. Security, sanitation, graffiti removal, street and sidewalk cleaning, and other municipal services supplemental to those normally provided by the City or other service provider; and 10. Repair of the authorized Improvements. For purposes of this description of the Services to be funded by the levy of Special Taxes within the District, "maintenance" includes, but is not limited to, the furnishing of services and materials for the ordinary and usual maintenance, operation, management and servicing of any of the authorized Improvements,including: 1. Repair,removal, or replacement of the authorized Improvements; 2. Providing for the life, growth, health, and beauty of habitat, including the cultivation, irrigation,trimming,spraying,fertilizing,or treating for disease or injury; 3. The removal of trimmings,rubbish,debris,silt,and other solid waste; 4. The cleaning, sandblasting, and painting of walls and other facilities to remove or cover graffiti; 5. The elimination,control,and removal of rodents and vermin; 6. The operation and management of open space and natural habitat, including biological monitoring and evaluation of collected data; 7. The conduct of biological activities necessary to sustain the species being protected; 8. The operation and maintenance of pedestrian bridges and community gardens within or appurtenant to such open space or habitat area(s); and 9. The maintenance and cleaning of drainage and other storm water control facilities required to provide storm water quality control. "Service" or"servicing"means the furnishing of: 10. Electric current or energy,gas, or other illuminating agent for any public lighting facilities or for the lighting or other operation of any other Improvements; and ATTACHMENT 4 11. Water for the irrigation of any landscaping or the operation or maintenance of any other Improvements. INITIAL AUTHORIZED SERVICE COST ESTIMATES Service Description Annual Cost Estimate' Streetscape&Landscaping Maintenancez 1 E Street $ 75,000 2 F Street $ 11,000 3 G Street $ 4,000 4 H Street $ 70,000 5 J Street $ 31,000 6 Marina Way $ 14,000 7 Associated Utilities $ 40,000 8 Annual Capital Repair $ 216,000 Subtotal $ 461,000 Parks,Open Space and Recreation Facilities2 9 Sweetwater Signature Park&Buffer $ 523,000 10 Seasonal Wetlands $ 16,000 11 Harbor Park $ 466,000 12 Associated Utilities $ 190,000 13 Annual Capital Repair $ 73,000 Subtotal $ 1,268,000 Transportation Services 13 Circulator Shuttle $ 400,000 Subtotal $ 400,000 Grand Total Services Budget $ 2,129,000 12015 dollars. 2 Includes storm water conveyance facility operations and maintenance. JOINT COMMUNITY FACILITIES AGREEMENT [Chula Vista Bayfront Project Special Tax Financing District] This JOINT COMMUNITY FACILITIES AGREEMENT ("Agreement") is entered into effective as of November , 2019 ("Effective Date") by and between the City of Chula Vista, a California chartered municipal corporation ("City') and the San Diego Unified Port District, a public corporation ("District"). The City and District may be individually referred to herein as, a "Party', and collectively as, the "Parties". RECITALS WHEREAS, the City and District are parties to that certain Amended and Restated Chula Vista Bayfront Master Plan Financing Agreement dated June 20, 2017, by and between the City and the District and filed in the Office of the District Clerk as Document No. 67068 (the "Financing Agreement"); and WHEREAS, the City and District are parties to that certain Disposition and Development Agreement (the "DDA") dated May 7, 2018 and filed in the Office of the District Clerk as Document No. 68398 with RIDA Chula Vista, LLC, a Delaware limited liability company ("RIDA") which contemplates the development of a resort hotel and convention center (the "RHCC Project") and related public infrastructure improvements (collectively, the "Project"); and WHEREAS, the Financing Agreement and DDA contemplate a public financing tax mechanism, such as the formation of a Community Facilities District by the City, to generate special tax revenue ("Special Tax Revenues") from the Chula Vista Bayfront Master Plan area ("CVBMP") to pay for the debt service on the convention center and related public infrastructure improvement components of the Project ("Special Tax Contribution"); and WHEREAS, a map showing the boundaries of the CVBMP is attached hereto as Exhibit A; and WHEREAS, the Special Tax Contribution is an essential component of the public financing for the Project, and is also available to fund the operations and maintenance of related public infrastructure improvements; and WHEREAS, the City has commenced the process to form a special tax financing district to be known as the Bayfront Project Special Tax Financing District ("Financing District") pursuant to Chapter 3.61 of the City Municipal Code; and WHEREAS, a map showing the proposed boundaries of the Financing District("Financing District Area") is attached hereto as Exhibit B; and WHEREAS, the Financing District includes areas outside the CVBMP to generate Special Tax Revenues to be used for improvements and services other than the Project for the benefit of the CVBMP and the Financing District Area generally; and WHEREAS, this Agreement sets forth some of the essential terms for the development, operation, maintenance, and servicing of various improvements within the CVBMP, and the allocation and use of Special Tax Revenues for same; and WHEREAS, this Agreement is being entered into prior to the City's adoption of the resolution forming the Financing District as a joint community facilities agreement pursuant to California Government Code Section 53316.2; and WHEREAS, each legislative body has determined that this Agreement will be beneficial to the residents, tenants and visitors of the Financing District Area; and WHEREAS, the Parties contemplate entering into a more detailed version of this Agreement, materially consistent with the terms hereof, ("Implementation Agreement") prior to the special mailed ballot election to be held within the Financing District to submit to the qualified electors of the Financing District of separate propositions to authorize the levy of special taxes within the Financing District, to authorize the Financing District to incur a bonded indebtedness and to establish an appropriations limit for the Financing District. NOW THEREFORE, in consideration of the mutual promises set forth herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Parties: The Parties to the Agreement are the District and the City. 2. Term: The term of the Agreement shall commence on the Effective Date and terminate upon the mutual execution of the Implementation Agreement. 3. Purpose: The purpose of this Agreement is to set forth the essential terms for the allocation and payment of Special Tax Revenues for the development, operation, maintenance, and servicing of various improvements (a)within the CVBMP, or(b) outside the CVBMP if required by mitigation measures specified within the Project EIR (defined below) and required to be performed by the District or City, all as more particularly set forth herein. 4. Financing District Formation Documents: The City has drafted and met and conferred with the District regarding the terms and conditions of the Financing District. A substantially final version of the Financing District documents that will be considered by the City Council at its regularly held Council meeting on November 5, 2019 is attached hereto as Exhibit C ("Financing District Formation Documents"). Once the Financing District is established, the District shall have the right to vote on any material changes to the Financing District Formation 2 Documents in accordance with applicable provisions of Chapter 3.61 or the Mello- Roos Community Facilities Act of 1982. 5. Allocation and Reimbursement of Special Tax Revenues: 5.1 Priorities for Allocation of Special Tax Revenues: To the extent available, Special Tax Revenues shall be used in the following priority (1) financing the construction of the convention center component of the RHCC Project ("Convention Center'); (2) financing the construction of certain public infrastructure improvements related to the RHCC Project, as more particularly described in Exhibit D attached hereto (the "Phase 1A Infrastructure"); (3) financing the construction of the 1,600-space Parking Structure intended principally to serve the convention center component of the RHCC Project ("Parking Garage"); and (4) the operation, maintenance, servicing and replacement of the Phase 1A Infrastructure ("Priority O&M"). Special Tax Revenues remaining after the funding of the above-described priority uses, if any, may be used to finance the construction of other public improvements, either within the CVBMP Area, or otherwise if required as mitigation measures in the Project EIR (defined below) to be performed by the City or the District (collectively, "Other Improvements"), or operations and maintenance services on the Other Improvements ("Other O&M"), provided that such Other Improvements or Other O&M are identified in the Financing District Formation Documents. The Convention Center, Phase 1A Infrastructure, and Parking Garage shall collectively be referred to as, the "Priority Improvements". Upon completion of any of the Priority Improvements, any expansions, replacements or other capital enhancements thereof shall be treated as "Other Improvements" under the terms of this Agreement. Notwithstanding the foregoing, District and City acknowledge that the primary intended funding source for the construction of the Parking Garage is the rental car fees approved by the District pursuant to Resolution No. 2018-065 ("Rental Car Revenues"). Litigation is currently pending to validate the right of the District to collect such fees ("Rental Car Fee Litigation"). District agrees to diligently pursue the Rental Car Fee Litigation in good faith, including any appeals that the District elects in its reasonable discretion to pursue or that are pursued by the plaintiff. District is collecting the Rental Car Revenues for purposes of funding the Parking Garage. Upon final resolution of the Rental Car Fee Litigation, and the availability of Rental Car Revenues, such revenues shall be used to offset the amount of any Special Tax Revenues contributed, or to be contributed, to the financing of the Parking Garage construction. The terms for such offset shall be set forth in the Amended and Restated Revenue Sharing Agreement between the Parties. To the extent the Rental Car Revenues are in excess of the Special Tax Revenues paid or reimbursed to the District for the construction of the Parking Garage, the District shall only be required to pay to the City 3 the Rental Car Revenues equal to the Special Tax Revenues paid or reimbursed to the District for the construction of the Parking Garage. 5.2 District and City Responsibilities for Priority O&M: Among other things, the Implementation Agreement shall set forth in greater detail what portion of the Priority O&M will be performed by the District or the City. In general, the District shall perform any Priority O&M forthe parks and all related public infrastructure located within the parks, the City shall perform any Priority O&M for the sanitary sewers and streets, and the District and the City shall share equally, in an amount not to exceed $300,000 per year, the cost of the Priority O&M related to that certain Chula Vista Bayfront Master Plan Natural Resources Management Plan filed June 6, 2016 in the Office of the District Clerk as Document No. 65065 that are not the responsibility of a third party. The City shall be responsible for the operation of shuttle services for the CVBMP. If there are not enough Special Tax Revenues to cover some or all of the Priority O&M, each of the District and City shall be responsible for only the cost of those portions allocated to each pursuant to the Implementation Agreement. 5.3 Mechanisms for Payment of Special Tax Revenues for Eligible Projects/Services: a. Convention Center and Other Developer Performed Public Works. Special Tax Revenues dedicated to the convention center portion of the RHCC Project, and to those portions of the Phase 1A Infrastructure to be constructed by RIDA or its contractors, shall be disbursed pursuant to agreements between the District, the City and/or the Chula Vista Bayfront Facilities Financing Authority (JEPA), on the one hand, and RIDA, Project lenders and/or RIDA's contractors, on the other hand. b. Parking Garage. If the District expends District general funds on the construction of the Parking Garage, the District shall be entitled to reimbursement out of available Special Tax Revenues upon providing the City's designated Financing District administrator with reasonable evidence that the District has completed, or has caused the completion of such construction. The District may elect to perform the work itself or contract with any third party at its election to perform the work. If Special Tax Revenues are not immediately available for reimbursement, the City shall cause the payment of Special District Revenues to the District in installment payments until such amounts are reimbursed in full. The District shall have up to three years from the time the Parking Garage is completed to request reimbursement from the City. As more particularly provided in the Implementation Agreement and/or the Amended and Restated Revenue Sharing Agreement between the Parties, to the extent Rental Car Fees or alternative (non-general fund) funding sources are available, the 4 District's right to reimbursement under this Section out of Special Tax Revenues shall be offset by such amounts. C. Phase 1A Infrastructure or Other Improvements. If the District or the City expends their respective general funds on the construction of any portion of the Phase 1A Infrastructure not constructed by RIDA, or on the construction of Other Improvements, such Party shall be entitled to reimbursement out of available Special Tax Revenues upon providing the City's designated Financing District administrator with reasonable evidence that such Party has completed, or has caused the completion of such construction. Such Party may elect to perform the work itself or contract with any third party at its election to perform the work. If Special Tax Revenues are not immediately available for reimbursement, the City shall cause the payment of Special District Revenues to such Party in installment payments until such amounts are reimbursed in full. The District and City shall have up to three years from the time either a Phase 1A Infrastructure component or Other Improvement is completed to request reimbursement from the City. The Parties shall set forth the priority in which the Phase 1A Infrastructure that is not constructed by RIDA, and the Other Improvements, are constructed and reimbursed pursuant to the terms of the Implementation Agreement. d. Priority O&M or Other O&M. If the District or the City expends their respective general funds on the performance of Priority O&M or Other O&M services, such Party shall be entitled to reimbursement out of available Special Tax Revenues upon providing the City's designated Financing District administrator with reasonable evidence that such Party has performed, or has caused the performance of such services. Such Party may elect to perform the work itself or contract with any third party at its election to perform the work. If Special Tax Revenues are not immediately available for reimbursement in the fiscal year in which the Priority O&M or Other O&M services are performed, the cost for such services will not be carried forward and the expending Party shall be solely responsible for the cost of such services. The Parties shall set forth the priority in which Priority O&M and Other O&M services shall be reimbursed to each of the Parties in the Implementation Agreement. e. Other Qualified Projects or Services. After the funding of the projects and services described in Sections 5.3.a-d, above, any and all other projects or services listed in the Financing District Formation Documents may be funded out of available Special Tax Revenues in accordance with the procedures set forth in Chapter 3.61, the Financing District Formation Documents, and applicable law. 5 5.4 Revenue Generating Improvements: Any revenues generated from improvements constructed in whole or in part with Special Tax Revenues shall (a) in the case of the Parking Garage, be applied by the District to pay for the cost of constructing the Parking Garage, or (b) otherwise, be disbursed to the Parties in accordance with the terms of the Amended and Restated Revenue Sharing Agreement and/or Implementation Agreement between the Parties. 6. Binding: The Parties agree that this Agreement is a binding agreement between the Parties that require that the Parties use commercially reasonable efforts to negotiate the remaining terms of the Implementation Agreement during the term of this Agreement. Moreover, each Party agrees that, to the extent it expends funds or devotes resources to discussions relative to this Agreement, it shall do so at its sole cost and expense, without expectation of reimbursement, upon its own initiative and not in reliance on this Agreement or any representations of the other Parties. If either Party to this Agreement shall fail to perform or fulfill any obligation required of it under this Agreement and shall not have cured or commenced to cure such failure within thirty (30) days following written notice thereof from the non-defaulting party (or has commenced to cure such failure, but is not diligently proceeding to cure such failure), then the Party shall be in default under this Agreement (each such event or occurrence, a "Event of Default"). In the event of an Event of Default, the non-defaulting Party may, in its sole and absolute discretion, elect to either: (a) extend the time for the defaulting Party to perform the applicable obligation(s) hereunder for a period of time acceptable to the non- defaulting Party beyond the cure period set forth in this Section 6, or (b) proceed with an action or proceeding for specific performance. 7. Discretionary Actions: The Parties anticipate that the Priority Improvements and Priority O&M (collectively "Special Tax Revenue Projects") have been analyzed in the Final Environmental Impact Report for the Chula Vista Bayfront Master Plan and Port Master Plan Amendment (UPD #83356-EIR-658, SCH #2005081077), dated June 18, 2010, on file in the Office of the District Clerk bearing Document No. 56562 ("Project EIR") in accordance with the California Environmental Quality Act ("CEQA"). However, to the extent that any future improvements, including without limitation the Other Improvements, have not been identified as of the date of this Agreement, such improvements may require further environmental review in accordance with CEQA. This Agreement shall not bind the District and/or City, as applicable, to approving any Special Tax Revenue Projects, or any necessary CEQA analysis for the same, including feasible mitigation measures, project alternatives (without limitation the a "no project alternative") or a statements of overriding considerations, if required. The Parties understand, acknowledge and agree that, notwithstanding the terms and conditions of this Agreement, the Special Tax Revenue Projects may require discretionary approvals, including without limitation, agreements related to real property or operation, maintenance, servicing or replacement of improvements, California Coastal Act approvals, conditional project approvals and other discretionary permits and entitlements (collectively, "Discretionary Actions"). Nothing in this Agreement shall commit the 6 respective Party to a definite course of action or in any way diminish the respective Party's exercise of its discretion for any Discretionary Action. Any and all Discretionary Actions may be exercised in the sole and absolute discretion of the respective Party exercising such direction. The Parties assume the risk that a Discretionary Action may not be taken or approved. 8. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 9. Governing Law. This Agreement and all of the rights and obligations of the Parties hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of California. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 7 [SIGNATURE PAGE TO JOINT COMMUNITY FACILITIES AGREEMENT] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. APPROVED AS TO FORM AND SAN DIEGO UNIFIED PORT DISTRICT, LEGALITY: a public corporation GENERAL COUNSEL By: By: [ 1 Assistant/Deputy CITY OF CHULA VISTA, a chartered municipal corporation By: APPROVED AS TO FORM: By: Glen R. Googins, City Attorney 8 EXHIBIT "A" Depiction of CVBMP 9 EXHIBIT "B" Depiction of the Bayfront Project Special Financing Tax District Boundaries (to be attached prior to execution) 10 EXHIBIT "C" Form of Formation Documents (to be attached prior to execution.) 11 EXHIBIT D Phase 1A Infrastructure "Phase 1A Infrastructure" is defined as: • Harbor Park(Initial Phase) • S-2 Sweetwater Signature Park(Initial Phase) • SP-1 Sweetwater Buffer(for S-1) • SP-1 Sweetwater Buffer(for S-2) • SP-2 Seasonal Wetlands • E Street(G Street to H Street) • G Street Connection • H Street(Bay Boulevard to Street A) • H Street(Marina Pkwy to E Street) • H-3 Site Preparation • H-3 Utility Corridor • E Street(Bay Boulevard to F Street) • E Street(Lagoon Drive to G Street) • F Street(Bay Boulevard to E Street) • F Street (E Street to Gunpowder Point Drive) • G Street Sewer Pump Station • Gunpowder Point Drive Relocation • SP-4 SDG&E 12 Chula Vista Bayfront Project Special Tax Financing District Report November 2019 s 1 r TABLE OF CONTENTS I. INTRODUCTION....................................................................................... 1 I. GENERAL DESCRIPTION & BOUNDARIES OF OF THE BAYFRONT PROJECT SPECIAL TAX FINANCINGDISTRICT.......................................................................................... 3 III. DESCRIPTION OF FACILITIES........................................................................ 4 IV. DESCRIPTION OF SERVICES......................................................................... 5 V. COST ESTIMATES..................................................................................... 6 VI. RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX................................ 7 EXHIBIT A (BOUNDARY MAP) .........................................................................A-1 EXHIBIT B (PRELIMINARY COST ESTIMATE-IMPROVEMENTS)...................................B-1 EXHIBIT C (PRELIMINARY BUDGET-SERVICES)...................................................... B-1 EXHIBIT D (RATE AND METHOD OF APPORTIONMENT)..........................................C-1 I. Introduction WHEREAS,the Bayfront Project Special Tax Financing District Procedural Ordinance,Chapter 3.61 of the Chula Vista Municipal Code ( "Chapter 3.61") was enacted for the purpose of establishing a procedure for financing certain public and private improvements and maintenance and services to serve the Chula Vista Bayfront Project through the establishment of the Bayfront Project Special Tax Financing District (the "District"), the levy and collection of special taxes within the District and the issuance of bonds of the District secured by such special taxes for the purpose of financing a Convention Center Facility (as defined in Chapter 3.61) and certain other public and/or private improvements. WHEREAS, the City Council of the City of Chula Vista (hereinafter referred to as the "City Council'), did, pursuant to the terms and provisions of Chapter 3.61 duly adopt its Resolution No. 2019-168 on September 10, 2019 (the "Resolution of Intention") wherein the City Council declared its intention and initiated proceedings to consider the establishment of the District, to set forth the proposed boundaries for the District, to indicate the Improvements (as identified herein below) and the Services (as identified herein below) proposed to be financed by the District, to indicate the proposed rate and apportionment of a special tax sufficient to finance the purchase, construction, expansion, improvement, rehabilitation, replacement and upgrade, including ongoing capital repairs of the Improvements and the Services, and the administration of the District and any indebtedness incurred by the District. WHEREAS, pursuant to the Resolution of Intention, the City Council also expressly directed that the officers of the City who will be responsible for providing one or more of the proposed types of the Improvements and Services to be provided within and financed by the District (the "City Officers"),to study the District, and, at or before the time of the public hearing on the Resolution of Intention,file a report with the City Council containing a brief description of the Improvements and Services by type which will in their opinion be required to adequately meet the needs of the District and their estimate of the cost of providing those Improvement and Services. The Resolution of Intention further provided that for those Improvements proposed to be acquired upon the completion thereof and those Incidental Expenses (as defined in the Resolution of Intention) proposed to be paid for,the Report shall contain an estimate of the fair and reasonable cost of such Improvements and such Incidental Expenses. WHEREAS, the City appointed and directed Willdan Financial Services to prepare the Report for and on behalf of the City Officers. WHEREAS,this Bayfront Project Special Tax Financing District Report("Report")is being provided to the City Council as directed by the Resolution of Intention and generally contains the following: 1. A brief description of the District; 2. A brief description of the Improvements and Services required at the time of formation to meet the needs of the District; 3. A brief description of the Boundaries of the District; and WILLDAN I Page 1 Financial Services 4. An estimate of the cost of financing the Improvements and Services, including all costs associated with formation of the District, issuance of bonds, determination of the amount of any special taxes, collection of any special taxes, or costs otherwise incurred in order to carry out the authorized purposes of the City with respect to the District, and any other incidental expenses to be paid through the proposed financing. For particulars, reference is made to the Resolution of Intention.All capitalized terms not defined herein are defined in the Rate and Method of Apportionment of Special Tax section (Exhibit C) of this Report. NOW THEREFORE Willdan Financial Services does hereby submit the following for and on behalf of the City Officers: WILLDAN ( Page 2 Financial Services II. General Description & Boundaries of the Bayfront Project Special Tax Financing District A description of the exterior boundaries of the territory proposed for inclusion in the Bayfront Project Special Tax Financing District, including properties and parcels of land proposed to be subject to the levy of a Special Tax by the District, is shown on the boundary map designated as "MAP OF PROPOSED BOUNDARIES OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT", which is on file in the office of the Clerk of the City Council of the City of Chula Vista and was recorded with the County Recorder of the County of San Diego on September 12, 2019 in Book 48 of Maps of Assessment and Community Facilities Districts at Page 38-43 and as Instrument Number 2019-7000361. A copy of the map is attached hereto as Exhibit A and hereby incorporated by reference. WILLDAN I Page 3 Financial Services III. Description of Improvements The types of Improvements eligible to be financed by the District are as follows: 1. Convention Center Facility (as defined in Chapter 3.61); 2. Street Improvements, including grading, paving, curbs, gutters, sidewalks, street signalization, signage, street lights, furnishings, and parkway and median landscaping related thereto, 3. Gateway signage; 4. Pedestrian and bicycle paths; 5. Storm drains and other water quality devices to ensure regional permit compliance; 6. Public utilities (including but not limited to water, reclaimed water, sewer, electric, gas, and telephone); 7. Public parks, open space and recreation facilities; 8. Fire protection and emergency response facilities; 9. Parking improvements; 10. Museums and cultural facilities; 11. Ecological and sustainability educational improvements; 12. Energy efficiency, water conservation and renewable energy improvements; 13. Land, rights-of-way and easements necessary for any of such facilities; and 14. Equipment,apparatus,facilities or fixtures with an expected useful life of 5 years or longer necessary for any of the foregoing or necessary to provide any of the Services described in Section IV below. This description of the Improvements is general in nature. The final nature and location of the Improvements will be determined upon the preparation of final plans and specifications for such Improvements. The final plans and specifications may show substitutes in lieu of, or modifications to, proposed work. Any such substitution shall not be a change or modification in the proceedings as long as the Improvements provide a service substantially similar to that as set forth in the Report. WILLDAN Page 4 Financial Services IV. Description of Services Authorized Services shall include the operation, maintenance, servicing, and replacement of the authorized Improvements (see III above),together with the following additional Services: 1. Landscaping, including, but not limited to trees, shrubs, grass, other ornamental vegetation located in or on slopes, parkways and medians; 2. Facilities that are directly related to storm water conveyance, including, but not limited to pipes and drainage inlets, detention basins, linear bioretention, and parks; 3. Walls and fencing; 4. Parks, including landscaping, facilities, walls, fencing, lighting, and trails; 5. Streetscape improvements, including lighting,furnishings and appurtenances; 6. Parking improvements; 7. Transportation services; 8. Promotion of public events and tourism; 9. Security, sanitation, graffiti removal, street and sidewalk cleaning, and other municipal services supplemental to those normally provided by the City or other service provider; and 10. Repair of the authorized Improvements. For purposes of this description of the Services to be funded by the levy of Special Taxes within the District, "maintenance" includes, but is not limited to,the furnishing of services and materials for the ordinary and usual maintenance, operation, and servicing of any of the authorized Improvements, including: 1. Repair, removal, or replacement of the authorized Improvements; and 2. Providing for the life, growth, health, and beauty of habitat, including the cultivation, irrigation, trimming, spraying, fertilizing, or treating for disease or injury; 3. The removal of trimmings, rubbish, debris, silt, and other solid waste; 4. The cleaning, sandblasting, and painting of walls and other facilities to remove or cover graffiti; 5. The elimination, control, and removal of rodents and vermin; 6. The operation and management of open space and natural habitat, including biological monitoring and evaluation of collected data; 7. The conduct of biological activities necessary to sustain the species being protected; 8. The operation and maintenance of pedestrian bridges and community gardens within or appurtenant to such open space or habitat area(s); and 9. The maintenance and cleaning of drainage and other storm water control facilities required to provide storm water quality control. "Service" or"servicing" means the furnishing of: 10. Electric current or energy, gas, or other illuminating agent for any public lighting facilities or for the lighting or other operation of any other Improvements; and 11. Water for the irrigation of any landscaping or the operation or maintenance of any other Improvements. WILLDAN I Page 5 Financial Services V. Cost Estimates The proposed maximum authorized bonded indebtedness for the District is$175,000,000. Such bonded indebtedness may be in the form of bonds,certificates of participation, long-term leases, loans from government agencies, or loans from banks, other financial institutions, private borrowing or individuals,or long-term contracts as permitted by Chapter 3.61.The actual amount of such indebtedness will depend upon a number of factors including interest rate on such indebtedness and compliance with any value-to-lien ratio criteria applicable to such indebtedness. Based on the special tax revenue expected to be generated from properties within the District, it is currently estimated to support a total bonded indebtedness of approximately $138 million (assuming a 5.4% interest rate and a 37-year bond term). An indebtedness of$138 million would yield approximately$134.6 million in net proceeds of such indebtedness for eligible Improvements. The balance would provide for initial administration expenses, district formation and bond issuance costs. The proceeds of the District may be used to fund any or all of the Improvements as described in Exhibit B of this report. The estimated cost of such Improvements is approximately$339 million, however, as noted above it is not currently anticipated that the District will generate sufficient funds to finance all of costs of the Improvements. Any Improvement costs not covered by the District bond proceeds and special taxes will remain the responsibility of the developer pursuant to the project conditions of approval, the project development agreement, or other applicable governing documents. Those Improvements that may be acquired upon completion thereof have not been definitively identified but may include all or any portion of any of the Improvements described in Exhibit B. The estimated costs of such Improvements based on 2019 dollars as set forth in Exhibit B constitute a fair and reasonable cost of such Improvements. An estimate of the fair and reasonable costs of Incidental Expenses in 2019 dollars is $2.8 million. The actual cost of such Incidental Expenses shall depend upon the form or forms of such indebtedness, the terms and conditions thereof, the market conditions at the time such indebtedness is incurred and other factors that cannot reasonably be predicted at the time of this Report. WILLDANPage 6 .._�. . Financia!Services VI. Rate and Method of Apportionment of Special Tax The Rate and Method of Apportionment of Special Tax (RMA) provides sufficient information to allow a property owner within the District to estimate the Maximum Special Tax for his or her property. For particulars on the rate and method of apportionment, reference is made to Exhibit C of this report. WLLDAN I Page 7 Financial Services EXHIBIT A Boundary Map ( I LLDAN I A-1 Financial Services N Q OSOOoL -b9W s I , fit 15 H1r igs ,11,1111 6 TIBET I 11' fill I sk- MINM-1111 4n s U .rte C 2 W lL of to v cz :ram a C* C* o woo s > ZI) PGOOL-blor %-n Q z o o•� LL s0 1 i E V V J'u c 22 m /lL TS �Z ot 'b O �z f a 0 D W 4Q)_ P6,u o�3tq-1M0 3+6l. cn z d cr 05 1 n c 1 LL F G yy ZU MIS a 2 JLL —. T�7 m� _z W 'OG V SA:,cn p.;W N tO Qd V a► w A s w N $.+ cr l ro � i to VI Val to to to 'to to to i to a 0 a► N Waw N W O � d A W iW W'W W 4f N N •N N i-+ N i.+ M.► �D Q t�i 0 in 4 r oil M F+ 'H is 'F+ O d t�t � w �� F vw;wtr�'w ;� �py �`$'►iv � a+ � � � �nniww � a � {� =sss8go s $ ssss i to A ':iaw 'W A -------- - ------- Q C Qi i ! rI Jj I Z i W-4t 43P EXHIBIT B Preliminary District Cost Estimate Improvements Improvement Description Cost Estimate' Convention Center Facilities $ 240,000,000 Parking Garage $ 40,000,000 Street Improvements, Pedestrian and Bicycle Paths,and Storm Drains 1 E Street(G Street to H Street) $ 7,248,039 2 G Street Connection $ 822,313 3 H Street(Bay Blvd to Street A) $ 416,759 4 H Street(Marina Pkwy to E Street) $ 5,587,531 5 E Street(Bay Blvd to F Street) $ 4,086,510 6 E Street(Lagoon Drive to G Street) $ 58,414 7 F Street(Bay Blvd to E Street) $ 1,308,727 8 F Street(E Street to Gunpowder Pt Dr) $ 913,038 9 Gunpowder Point Drive Relocation $ 1,216,153 Subtotal $ 21,657,483 Parks, Open Space and Recreation Facilities 10 Harbor Park(Initial) $ 19,504,029 11 SP-1 Sweetwater Buffer(for S-1) $ 2,907,645 12 SP-1 Sweetwater Buffer(for S-2) $ 1,302,092 13 SP-2 Seasonal Wetlands $ 1,012,920 14 SP-4 SDG&E $ 62,253 15 S-2 Sweetwater Signature Park $ 7,602,067 Subtotal $ 32,391,006 Public Utilities 16 G Street Sewer Pump Station $ 2,785,833 17 H-3 Utility Corridor $ 1,911,266 Subtotal $ 4,697,099 Grand Total $ 338,745,588 12019 dollars. WILLDAN I B-1 WA Financial Services EXHIBIT C Preliminary District Budget Services Annual Cost Service Description Estimate' Streetscape&Landscaping Maintenance 1 E Street $ 75,000 2 F Street $ 11,000 3 G Street $ 4,000 4 H Street $ 70,000 5 J Street $ 31,000 6 Marina Way $ 14,000 7 Associated Utilities $ 40,000 8 Annual Capital Repair $ 216,000 Subtotal $ 461,000 Parks, Open Space and Recreation Facilities2 9 Sweetwater Signature Park& Buffer $ 523,000 10 Seasonal Wetlands $ 16,000 11 Harbor Park $ 466,000 12 Associated Utilities $ 190,000 13 Annual Capital Repair $ 73,000 Subtotal $ 1,268,000 Transportation Services 14 Circulator Shuttle $ 400,000 Subtotal $ 400,000 Grand Total Services Budget $ 2,129,000 12015 dollars. 2Includes storm water conveyance facilities. �WI LLDAN D-1 Financial Services EXHIBIT D Rate and Method of Apportionment W��r WILLDAN I D-2 Financial Services RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT The Special Tax authorized by the Bayfront Project Special Tax Financing District (the "District") shall be levied on all Taxable Property and collected within the District as provided herein commencing in Fiscal Year 2020-2021, in an amount determined by the City Council of the City of Chula Vista, acting as the legislative body of the District, through the application of the rate and method of apportionment of the Special Tax set forth below.All of the real property within the District, unless exempted by law or by the provisions hereof, shall be taxed for the purposes,to the extent, and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Act" means the Mello-Roos Community Facilities Act of 1982, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Assessor's Parcel" means a lot or parcel designated on an Assessor's Parcel Map with an assigned Assessor's Parcel number within the boundaries of the District. "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel number. "Bond Documents" means any indenture of trust, bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument setting forth the terms of any Bonds, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Bonds" means any binding obligation to repay a sum of money, including obligations in the form of bonds, notes, certificates of participation, long-term leases, loans from government agencies, or loans from banks, other financial institutions, private businesses, or individuals, or long-term contracts, or any refunding thereof,to which the Special Tax has been pledged. "Boundary Map" means the "Map of Proposed Boundaries of the Bayfront Project Special Tax Financing District, City of Chula Vista, County of San Diego, State of California," filed September 12, 2019 in Book 48 of Maps of Assessments and Community Facilities Districts in the office of the County Recorder. "Calendar Year" means the period commencing January 1 of any year and ending the following December 31. "Campsite"shall have the meaning given such term in Chapter 3.61. "Campsite Property"means an Assessor's Parcel of Taxable Property which consists of any Campsite or Campsites. "Chapter 3.61" means Chapter 3.61 of the Chula Vista Municipal Code. "City" means the City of Chula Vista. "City Council" means the City Council of the City, acting as the legislative body of the District, or its designee. WILLDAN I D-3 Financial Services "City Manager" means the City Manager of the City. "County" means the County of San Diego. "Director of Finance" means the Director of Finance of the City. "District" means the Bayfront Project Special Tax Financing District established by the City pursuant to Chapter 3.61. "Exempt Property" means all Assessor's Parcels within the District which are exempt from the Special Tax pursuant to law or Section F herein. "Fiscal Year" means the period commencing on July 1 of any year and ending the following June 30. "Hotel"shall have the meaning given such term in Chapter 3.61. "Hotel Property" means an Assessor's Parcel of Taxable Property which consists of any Hotel or Hotels. "Landowner"shall have the meaning given such term in Chapter 3.61. "Maximum Annual Special Tax Rate" shall, for any Fiscal Year, not exceed five percent (5%) of all Rent charged during such Fiscal Year for the privilege of Occupancy by Transients of the Campsite(s) or Hotel(s), as applicable, located on each Assessor's Parcel of Campsite Property or Hotel Property. "Occupancy"shall have the meaning given such term in Chapter 3.61. "Operator"shall have the meaning given such term in Chapter 3.61. "Port District" means the San Diego Unified Port District. "Public Property" means any property within the boundaries of the District that is owned or held in trust by or irrevocably dedicated to the City, the federal government, the State of California, the County,the Port District, or any other public agency. "Rent" shall have the meaning given such term in Chapter 3.61. "Resolution of Formation" means the resolution adopted by the City Council pursuant to Chapter 3.61 establishing the District. "Special Tax" means the special tax authorized by the District to be levied by the City Council pursuant to Chapter 3.61. "Taxable Property" means all Assessor's Parcels that are not exempt from the Special Tax pursuant to law or this Rate and Method of Apportionment of Special Tax. "Transient"shall have the meaning given such term in Chapter 3.61. B. CLASSIFICATION OF ASSESSOR'S PARCELS Each Fiscal Year,beginning with Fiscal Year 2020-2021,each Assessor's Parcel shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Campsite Property or Hotel Property. Commencing with Fiscal Year 2020-2021, all Campsite Property and Hotel Property shall be subject to the levy of the Special Tax pursuant to Section C below. C. SPECIAL TAX For each Fiscal Year commencing Fiscal Year 2020-2021, the City Council shall, by resolution adopted on or before May 31st preceding such Fiscal Year, levy the Special Tax on each Assessor's Parcel classified as Campsite Property or Hotel Property at a rate not to exceed the Maximum Annual Special Tax Rate. For each succeeding Fiscal Year, the Special Tax shall be levied at the same rate as the rate levied in the WILLDAN I D-4 ,� Financial Services preceding Fiscal Year unless the City Council shall, by resolution adopted by May 31st of the preceding Fiscal Year, levy the Special Tax at a different rate than the rate levied in the preceding Fiscal Year not to exceed the Maximum Annual Special Tax Rate. The Special Tax associated with Rent that is charged for Occupancy by Transients shall be considered levied at the same time the Transient ceases such Occupancy. If a Public Property is classified as Campsite Property or Hotel Property due to the grant of a lease or other possessory interest in such Assessor's Parcel of Public Property to the Operator of a Campsite or Hotel thereon, the Special Tax shall only be levied during such time that such grant of lease or possessory interest is effective and shall cease upon the termination or expiration of such grant of lease or possessory interest. D. MANNER OF COLLECTION The Special Tax shall be due and remitted pursuant to the provisions of Section 3.61.120 of Chapter 3.61. E. PREPAYMENT OF THE SPECIAL TAXES The Special Tax may not be prepaid. F. EXEMPTIONS Assessor's Parcels not classified as Campsite Property or Hotel Property shall be exempt from the levy of the Special Tax. G. FAILURE TO SUBMIT SPECIAL TAX If the Operator of any Campsite or Hotel located on an Assessor's Parcel of Campsite Property or Hotel Property, or the Landowner of an Assessor's Parcel of Campsite Property or Hotel Property that is not Public Property, fails or refuses to pay the Special Tax levied on such Assessor's Parcel when due, the Director of Finance shall proceed in such manner as deemed best to obtain facts and information on which to base his/her estimate of such Special Tax. As soon as the Director of Finance has acquired such facts and information upon which to base such Special Tax for such Campsite Property or Hotel Property, the Director of Finance shall proceed to determine the amount of such Special Tax due plus any penalties thereon, as described below("Determination of Special Tax Due"). In the case that such determination is made,the Director of Finance shall give a Determination of Special Tax Due by serving it personally or by depositing it in the United States mail, postage prepaid, addressed to such Operator or such Landowner, as applicable, at its last known address. Such Operator or such Landowner, as applicable, may file an appeal as provided in Section J herein. The Special Tax on any Campsite Property or Hotel Property which is not paid within the time required shall be subject to the same penalties applicable to the transient occupancy tax in subsections A and B of Section 3.40.080 of the Chula Vista Municipal Code. For any Special Taxes and penalties that remain outstanding as of July 1 of each Fiscal Year, the City Council may direct the Director of Finance to cause the submission of any of the delinquent Special Taxes and penalties to the County for inclusion on the property tax bill for such Assessor's Parcel(s) in accordance with Section 3.61.130 of Chapter 3.61; provided, however,that any delinquent Special Taxes and penalties with respect to any Assessor's Parcel of Public Property that is classified as Campsite Property or Hotel Property due to the grant of a lease or other possessory interest in such Assessor's Parcel of Public Property to the Operator of a Campsite or Hotel thereon shall only be levied on and constitute a lien against the Operator's leasehold or possessory interest in such Assessor's Parcel of Public Property,all as contemplated by Section 53340.1 of the Act,as modified by Chapter 3.61,and shall not be an obligation for which the Landowner of such Assessor's Parcel of Public Property is billed or responsible. "(WILLDAN I D-5 Financial Services H. MAINTENANCE OF RECORDS; SPECIAL TAX AUDIT It shall be the duty of the Operator of any Campsite or Hotel located on any Assessor's Parcel classified as Campsite Property or Hotel Property that is subject to the Special Tax to keep and preserve,for a period of three years, all records as may be deemed necessary by the Director of Finance (and that will, at a minimum, include a record of all Rents collected) to determine the Special Taxes levied upon such Campsite Property or Hotel Property by the City Council. The Director of Finance shall have the right to inspect such records at all reasonable times. I. APPEAL Any Operator of a Campsite or Hotel located on any Campsite Property or Hotel Property or any Landowner of any Campsite Property or Hotel Property claiming that the amount or application of the Special Tax reflected in any Determination of Special Tax Due on such Campsite Property or Hotel Property is not correct, may appeal such Determination of Special Tax Due by filing a notice of appeal with the City Clerk within fifteen (15) calendar days of the serving or mailing of such Determination of Special Tax Due. If such appeal is made by an Operator that is not also the Landowner of such property,then the Operator shall also provide a copy of such notice of appeal to the Landowner at the same time the Operator files the notice of appeal with the City Clerk. Upon receipt of any such notice, the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of the District a special three-member Appeal Committee. The Appeal Committee may establish such procedures as it deems necessary to undertake the review of any such appeal. The Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any appeals by Landowners, or Operators,as herein specified. The decision of the Appeal Committee shall be final, conclusive, binding as to all persons and shall be served upon the Operator or Landowner in writing at the last known address of such Operator or Landowner. Any amount found due shall be immediately due and payable upon service of the Appeal Committee findings. If the Appeal Committee decision requires that the Special Tax for an Assessor's Parcel be modified or changed in favor of the Operator or Landowner, a cash refund shall not be made, but a credit shall be given against the future Special Taxes on that Assessor's Parcel. J. TERM OF THE SPECIAL TAXES The Special Tax shall be levied as long as necessary to pay for authorized expenditures as specified in Section 3.61.080 of Chapter 3.61 for a period not to exceed the longer of: (a)forty years from the first day of the month immediately following the effective date of the ordinance enacted by the City Council providing for the levy of the Special Tax; or (b) the date on which all indebtedness of the Chula Vista Bayfront Facilities Financing Authority, with respect to which District Special Tax revenues have been pledged, has been paid in full. WILLDAN I D-6 Financial Services Attachment 5 ANIL ffieffim ALL 1W9V MICHAEL VU REGISTRAR OF VOTERS CYNTHIA L.PAES Repiz&w d VOWS County Opomtons Center Campus A=Mw t R*QWu of Yoten 5800 Overland Avenue,Suite 100.San Diego,California 92123-1278 Telephone. (858)585-58W Toll-free: 1(600)896.9136 TDD: (858)694 3441 Fateinrle: (858)505-7294 Web Address: wwwadvoleoorn August 14, 2019 Willdan Financial Services Attn: Mike Medve 27368 Via Industria,Suite 200 Temecula, CA 92590 Subject: Bayfront Community Facilities District Dear Ms.O'Brien, Enclosed are the Certification of Registered voters within the Bayfront Community Facilities District (based on the parcel numbers our office received in the documentation you sent).Please let me know if you have any further inquiries.Thank you. Sincerely, Anthony C. stan GIS Analyst 5600 Overland Ave Suite 100 San Diego CA 92123 (858)505-7370 Attachment 5 ffmillillimm NqW Toulft Vf 'Som pi UP MICHAEL VU REGISTRAR OF VOTERS CYNTHIA L.PAES Registrar dvoWs County Operations Center Campus Assume Registrardvorart 5800 overland Avenue,Suite 100,San Diego.Calitomia 92123-1278 Telephone: (858)585-5800 Toll-free: 1(800)898-0138 TDD: (858)694-3441 Facsimile: (858)$05.7294 Web Address: www.sdvote.com State of Califon a ) )SS County of San Diego ) SUBJECT: Registered voter count within the boundaries of the area(s)described as: Bayfront Community Facilities District As an authorized deputy for the Registrar of Voters, in and for the County of San Diego, State of California, I do hereby certify that I have examined the Affidavits of Registration on file in my office, and from such examination, as nearly as can be determined, do hereby certify there are 0 registered voter(s) residing within the inquired area as of, [ ]the last date official registration totals were sent to the Secretary of State [ ]the date requested by requestor August 14,2019 [X]the date the deputy performed the research DEPUTY: Anthony C. Eastman &k 40 Registrar of Voters Department Dfputy Signature GIS/Cartographic Section CH CrrY OF STA Office of the City Clerk November 14, 2019 Honorable Mayor and Members of the City Council City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Re: Bayfront Project Special Tax Financing District—Concurrence of Election Official Honorable Mayor and Members of the City Council: Pursuant to Chapter 3.61 of the Chula Vista Municipal Code ("Chapter 3.61"), I will act as the election official (the "Election Official") and conduct the special election (the "Election") within and for the Bayfront Project Special Tax Financing District(the"District"). The resolution forming and establishing the District(the"Resolution of Formation") is scheduled to be adopted on November 19, 2019. Pursuant to Chapter 3.61, if the Election is to be held less than 125 days following the adoption of the Resolution of Formation, the concurrence of the Election Official is required. The Election is scheduled to be held on February 18, 2020 (the "Election Date"), which is less than 125 days following the adoption of the Resolution of Formation. As the Election Official, I hereby concur with the shortening of time for conducting the Election to the Election Date. Sincerely, t ti� U Kerry K.-Bigelow.MMC City Clerk City of Chula Vista Election Official for Bayfront 276 Fourth Avenue, Building A Chula Vista., CA 91910 1 (619)691-5011 1 dtyclerk(�,chulavistaca.gov j www.chulavistaca gov RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AMENDED AND RESTATED REVENUE SHARING AGREEMENT BY AND BETWEEN THE CITY OF CHULA VISTA AND THE SAN DIEGO UNIFIED PORT DISTRICT (CHULA VISTA BAYFRONT RESORT HOTEL AND CONVENTION CENTER AND RELATED INFRASTRUCTURE) WHEREAS, the City of Chula Vista (the "City") and the San Diego Unified Port District (the "District") began a collaborative planning process with the community to develop a comprehensive Chula Vista Bayfront Master Plan (CVBMP) in 2002; and WHEREAS, on May 18, 2010, the District and the City unanimously approved the Final Environmental Impact Report (UPD#83356-EIR-658; SCH No. 2005081077) for the CVBMP; and WHEREAS, the City and District are parties to that certain Amended and Restated Chula Vista Bayfront Master Plan Financing Agreement dated June 20, 2017, by and between the City and the District(the"Financing Agreement"); and WHEREAS, the City and District are parties to that certain Disposition and Development Agreement (the "DDA") dated May 7, 2018, with RIDA Chula Vista, LLC ("RIDA"), which contemplates the development of a resort hotel and convention center (the "RHCC Project") and related public infrastructure improvements; and WHEREAS, it is expected that as part of the closing of the obligations contemplated under the DDA ("Close of Escrow"), the City and the District, through a joint exercise of powers authority will issue revenue bonds to support the financing of the Convention Center and the RHCC Public Improvements (each as defined in the Financing Agreement); and WHEREAS, the City and District are parties to that certain Revenue Sharing Agreement dated April 24, 2018 (the "Original RSA"); and WHEREAS, the City and District mutually desire to amend and restate the Original RSA, in the form presented in Exhibit I to this resolution. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Amended and Restated Revenue Sharing Agreement By and Between the City of Chula Vista and the San Diego Unified Port District (Chula Vista Bayfront Resort Hotel and Convention Center and Related Infrastructure), 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 Mayor to execute same. Presented by Approved as to form by Gary Halbert Glen R. Googins City Manager City Attorney RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A JOINT COMMUNITY FACILITIES AGREEMENT BY AND BETWEEN THE CITY OF CHULA VISTA AND THE SAN DIEGO UNIFIED PORT DISTRICT (CHULA VISTA BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT) WHEREAS, the City of Chula Vista, California (the "City") is a municipal corporation and charter city duly organized and existing under a charter pursuant to which the City has the right and power to make and enforce all laws and regulations with respect to municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3, 5, and 7 of Article XI of the Constitution of the State of California and the Charter of the City; and WHEREAS, Chapter 3.61 of the Chula Vista Municipal Code ("Chapter 3.61") was enacted for the purpose of establishing a procedure for financing certain public and private improvements and maintenance and services to serve the Chula Vista Bayfront Project through the establishment of the Bayfront Project Special Tax Financing District (the"District'), the levy and collection of special taxes within the District and the issuance of bonds of the District secured by such special taxes for the purpose of financing a Convention Center Facility (as defined in Chapter 3.61) and certain other public and/or private improvements; and WHEREAS, the City Council of the City (the "City Council") duly adopted its Resolution No. 2019-168 on September 10, 2019 (the "Resolution of Intention") wherein the City Council declared its intention and initiated proceedings to consider the establishment of the District, to set forth the proposed boundaries for the District, to indicate the improvements and the services proposed to be financed by the District, to indicate the proposed rate and apportionment of a special tax sufficient to finance the purchase, construction, expansion, improvement, rehabilitation, replacement and upgrade, including ongoing capital repairs, of the improvements and the services, and the administration of the District and to repay any indebtedness incurred by the District, and to set a time and place for a public hearing relating to the establishment of the District(the"Establishment Public Hearing"); and WHEREAS, the City Council also adopted on September 10, 2019, its Resolution No. 2019-169, as amended by Resolution No. 2019-_ adopted on November 12, 2019 ("Resolution Declaring Necessity to Incur Bonded Indebtedness"), declaring that the public convenience and necessity requires that a bonded indebtedness be incurred by the District in an amount not to exceed $175,000,000 to contribute to the financing of the improvements; and WHEREAS, the Resolution Declaring Necessity to Incur Bonded Indebtedness fixed the time and place for a public hearing to be held on the intention of the City Council to incur a bonded indebtedness of the District to contribute to the financing of the improvements, such indebtedness to be secured by all or a portion of the levy of special taxes within the District (the "Indebtedness Public Hearing" and, together with the Establishment Public Hearing, the "Public Hearings"); and Resolution No. Page 2 WHEREAS, pursuant to the Resolution of Intention and the Resolution Declaring Necessity to Incur Bonded Indebtedness, the Public Hearings were set by the City Council for Tuesday, October 15, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, at the time and place specified for the Public Hearings, the City Council consolidated and opened the Public Hearings and approved a motion to continue the Public Hearings to November 5, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, on November 5, 2019 at the time and place specified for the continued Public Hearings, the City Council reopened the consolidated Public Hearings and approved a motion to continue the Public Hearings to November 19, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the City Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, pursuant to Government Code Section 533162.2, in order for the District to finance facilities to be owned or operated by the San Diego Unified Port District (the "Port District'), a joint community facilities agreement or joint exercise of powers agreement must be adopted prior to the adoption of the resolution of formation creating the District; and WHEREAS, the City and Port District have negotiated a Joint Community Facilities Agreement (the "JCFA") pursuant to Government Code Section 53316.2 to set forth the essential terms for the allocation and payment of the Special Tax Revenues (as such term is defined in the JCFA) for the development, operation, maintenance and servicing of various improvements (a) within the Chula Vista Bayfront Master Plan (the "CVBMP") and (b) outside the CVBMP but required by mitigation measures specified within the Project EIR (as such term is defined in the JCFA) and for which the District or City are responsible, in the form presented in Exhibit 1 to this resolution; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it declares that the JCFA would be beneficial to the residents and tenants of, and visitors to, the territory within the boundaries of the District. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it approves the Joint Community Facilities Agreement By and Between the City of Chula Vista and the San Diego Unified Port District for the Chula Vista (Chula Vista Bayfront Project Special Tax Financing District), 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 Mayor to execute same. Presented by Approved as to form by Gary Halbert Glen R. Googins City Manager City Attorney RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA FORMING AND ESTABLISHING THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT AND AUTHORIZING SUBMITTAL OF THE LEVY OF SPECIAL TAX WITHIN THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT TO THE QUALIFIED ELECTORS OF SUCH DISTRICT WHEREAS,the City of Chula Vista,California(the"City")is a municipal corporation and charter city duly organized and existing under a charter pursuant to which the City has the right and power to make and enforce all laws and regulations with respect to municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3,5,and 7 of Article XI of the Constitution of the State of California and the Charter of the City; and WHEREAS,Chapter 3.61 of the Chula Vista Municipal Code("Chapter 3.61")was enacted for the purpose of establishing a procedure for financing certain public and private improvements and maintenance and services to serve the Chula Vista Bayfront Project through the establishment of the Bayfront Project Special Tax Financing District(the"District"),the levy and collection of special taxes within the District and the issuance of bonds of the District secured by such special taxes for the purpose of financing a Convention Center Facility(as defined in Chapter 3.61)and certain other public and/or private improvements; and WHEREAS, the City Council of the City(the"City Council") duly adopted its Resolution No. 2019-168 on September 10, 2019 (the "Resolution of Intention") wherein the City Council declared its intention and initiated proceedings to consider the establishment of the District, to set forth the proposed boundaries for the District, to indicate the Improvements (as defined herein below)and the Services(as defined herein below)proposed to be financed by the District,to indicate the proposed rate and apportionment of a special tax sufficient to finance the purchase,construction, expansion,improvement,rehabilitation,replacement and upgrade,including ongoing capital repairs, of the Improvements and the Services, and the administration of the District and to repay any indebtedness incurred by the District, and to set a time and place for a public hearing relating to the establishment of the District (the"Establishment Public Hearing"); and WHEREAS,pursuant to the Resolution of Intention,the City Council directed that a report (the "Report") be filed, at or before the time of the Establishment Public Hearing, with the City Council containing a brief description of the Improvements and Services by type which will be required to adequately meet the needs of the District, an estimate of the cost of providing such Improvements and Services and,with regard to those Improvements proposed to be acquired upon the completion thereof and those Incidental Expenses(as such term is defined in Government Code Section 53317(e)) proposed to be paid for, an estimate of the fair and reasonable cost of such Improvements and Incidental Expenses; and WHEREAS, such Report was timely filed with the City Council; and WHEREAS, the City Council also adopted its Resolution No. 2019-169 ("Resolution Declaring Necessity to Incur Bonded Indebtedness") on September 10, 2019, declaring that the 1 60297.00057\32327221.8 60297.00057\32504808.2 public convenience and necessity requires that a bonded indebtedness be incurred by the District in an amount not to exceed $125,000,000 to contribute to the financing of the Improvements; and, WHEREAS,the Resolution Declaring Necessity to Incur Bonded Indebtedness fixed the time and place for a public hearing to be held on the intention of the City Council to incur a bonded indebtedness of the District to contribute to the financing of the Improvements,such indebtedness to be secured by all or a portion of the levy of special taxes within the District (the "Indebtedness Public Hearing"and, together with the Establishment Public Hearing, the"Public Hearings"); and WHEREAS,pursuant to the Resolution of Intention and the Resolution Declaring Necessity to Incur Bonded Indebtedness, the Public Hearings were set by the City Council for Tuesday, October 15,2019, at the hour of 5:00 p.m.,or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS,there are on file with the City Clerk,separate proofs of publication of the Notice of Public Hearing regarding the establishment of the District and the necessity to incur bonded indebtedness of the District (the"Notice of Public Hearing") in the Star News and a Certificate of Mailing of Notice of Public Hearings (the "Certificate of Mailing") showing mailed notice of the Public Hearings to each property owner within the District; and WHEREAS, at the time and place specified for the Public Hearings, the City Council consolidated and opened the Public Hearings and approved a motion to continue the Public Hearings to November 5,2019,at the hour of 5:00 p.m.,or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS,on November 5, 2019 at the time and place specified for the continued Public Hearings, the City Council reopened the consolidated Public Hearings and approved a motion to continue the Public Hearings to November 19,2019,at the hour of 5:00 p.m.,or as soon thereafter as the City Council might reach the matters, in the City Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, at the time and place specified for the continued Public Hearings, the City Council reopened and held the consolidated Public Hearings, and all persons interested,including, but not limited to,all taxpayers and property owners within the District were given an opportunity to appear and be heard, and to present any matters relating to the establishment of the District,the rate and method of apportionment of the special tax proposed to be levied within the District,the extent of the District,the financing of the Improvements and the Services and all other related matters,and the Report and such testimony was heard and considered by this City Council; and WHEREAS,there has been presented to the City Council the form of an agreement entitled Joint Community Facilities Agreement (Chula Vista Bayfront Project Special Tax Financing District)(the"JCFA")by and between the City and the San Diego Port District(the"Port District') pursuant to Government Code Section 53316.2 to set forth the essential terms for the allocation and payment of the Special Tax Revenues (as such term is defined in the JCFA) for the development, operation, maintenance and servicing of various improvements located only (a) within the Chula Vista Bayfront Master Plan (the "CVBMP") territory; or (b) outside the CVBMP territory but 2 60297.00057\32327221.8 60297.00057\32504808.2 required by mitigation measures specified within the Project EIR (as such term is defined in the JCFA) and for which the Port District or City are responsible; and WHEREAS,prior to the adoption of this Resolution,the City Council did,by the adoption of Resolution No. 2019- , approve the JCFA and determine that the JCFA will be beneficial to the residents and tenants of, and visitors to, the territory within boundaries of the District; and WHEREAS,the City Council desires to amend the Resolution of Intention to change the term of the Special Tax (as defined in Section 8 hereinbelow) to limit such term to read as set forth in paragraph"J.Term of the Special Tax"of the Rate and Method of Apportionment of Special Taxes in Exhibit C attached hereto (the"Rate and Method of Apportionment"); and WHEREAS,all communications relating to the establishment of the District,the financing of the Improvements and Services and the levy of the Special Tax pursuant to the Rate and Method of Apportionment have been presented, and it has further been determined by this City Council that a majority protest as specified by Chapter 3.61 has not been received against the establishment of the District, the furnishing of any of the Improvements or Services or the levy of the Special Tax pursuant to the Rate and Method of Apportionment. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, AS FOLLOWS: SECTION 1. Recitals. The above recitals are all true and correct. SECTION 2. Determinations. It is hereby determined by this City Council that: A. All prior proceedings pertaining to the formation of the District were valid and taken in conformity with the requirements of the law,and specifically the provisions of the Chapter 3.61, and that this finding and determination is made pursuant to the provisions of Chapter 3.61. B. The change in the term of the Special Tax to read as set forth in the Rate and Method of Apportionment shall not increase the maximum Special Tax or the probable Special Tax to be paid by any Operator (as such term is defined in the Rate and Method). B. The written protests received,if any,do not represent a majority protest as defined by the applicable provisions of Chapter 3.61 and as applied to the District, the Improvements or the Services or the levy of the Special Tax pursuant to the Rate and Method of Apportionment and, therefore, the establishment of the District, the furnishing of the Improvements and Services and the Special Tax proposed to be levied within the District have not been precluded by majority protest pursuant Chapter 3.61. C. The District, as proposed, conforms to the provisions of Chapter 3.61. 3 60297.00057\32327221.8 60297.00057\32504808.2 D. The Registrar of Voters of the County of San Diego has certified that no person is registered to vote within the territory proposed to be included in the District. E. Pursuant to Chapter 3.61 the qualified electors of the District shall be the Landowners of the District as such term is defined in Chapter 3.61 and each such Landowner who is the owner of record as of the close of the Establishment Public Hearing or any subsequent owner if the City Clerk is informed,by reliable evidence, of a change in ownership after that time and at least 24 hours before the deadline to submit ballots,or the authorized representative thereof, shall have one vote for each acre or portion of an acre of land that such Landowner owns within the District. F. The City Clerk, acting as the election official, has consented to conducting any required election on a date which is less than 125 days following the adoption of any resolution forming and establishing the District. SECTION 3. Report. The Report,as now submitted by Willdan Financial Services,special tax consultant, shall stand as the report as required pursuant to Chapter 3.61 for all future proceedings and all terms and contents are approved as set forth therein. The Report shall be made a part of the record of the Establishment Public Hearing. SECTION 4. Name of District. The City Council does hereby establish and declare the formation of the District known and designated as the "Bayfront Project Special Tax Financing District." SECTION 5. Boundaries of the District. The boundaries of the District are generally described as follows: All that property as shown on a map as previously approved by this City Council, such map entitled"Map of Proposed Boundaries of the Bayfront Project Special Tax Financing District,City of Chula Vista,County of San Diego,State of California,"a copy of which is on file in the Office of the City Clerk. The boundary map of the proposed District has been filed pursuant to Sections 3111 and 3113 of the Streets and Highways Code of the State of California in the Office of the County Recorder of the County of San Diego, at Page 38-44 of Book 48 of the Book of Maps of Assessment and Community Facilities Districts for such County. SECTION 6. Description of the Improvements. The District is authorized to finance the purchase,construction,expansion,improvement,rehabilitation,replacement and upgrade,including ongoing capital repairs, of certain public and private improvements pursuant to the provisions of Chapter 3.61 and any other method permitted by law. The improvements shall be located only(a) within the CVBMP territory; or (b) outside the CVBMP territory but required by mitigation measures specified within the Project EIR(as such term is defined in the JCFA) and for which the Port District or City are responsible. A general description of such improvements is set forth in Exhibit"A," attached hereto and incorporated herein by this reference(the"Improvements"). 4 60297.00057\32327221.8 60297.00057\32504808.2 All such Improvements shall have an estimated useful life of five years or longer. The Improvements are facilities that the City and/or the Port District are authorized by law to construct, own, or operate, or to which they may contribute revenue. The cost of the Improvements includes Incidental Expenses and may include, but not be limited to, the cost of planning, designing and engineering the Improvements; all costs associated with the establishment of the District,the issuance and administration of bonds to be issued by the District,including the payment of any rebate obligation due and owing to the federal government,the determination of the amount of any special taxes to be levied;the cost of collecting any special taxes; and costs otherwise incurred in order to carry out the authorized purposes of the District, together with any other expenses incidental to the purchase, construction, expansion, improvement, rehabilitation,replacement and upgrade,including ongoing capital repairs of the Improvements,as set forth in Section 3.61.080 of Chapter 3.61. SECTION 7. Description of Services. The District is authorized to finance maintenance and services authorized to be financed pursuant to the provisions of Chapter 3.61. A general description of the maintenance and services authorized to be financed is set forth in Exhibit`B,"attached hereto and incorporated herein by this reference(the"Services"). The Services shall be provided only in the territory located within the CVBMP. The Services shall include, but not be limited to, the provision of all labor, material, administration, personnel, equipment and utilities necessary to maintain such improvements. The City Council finds that the Services are necessary to meet increased demands placed upon the City and/or the Port District,as applicable,as a result of development occurring within the boundaries of the District and the Services will not supplant services already available within the boundaries of the District. SECTION 8. Special Tax. Except where funds are otherwise available, a special tax sufficient to pay for costs of the Improvements as specified in Section 6 above and the Services as specified in Section 7 above(the"Special Tax"or"Special Taxes"),will be levied pursuant to the provisions of Chapter 3.61 in the method described in the Rate and Method of Apportionment set forth in Exhibit"C",attached hereto and incorporated herein by this reference. The revenues derived from the levy of the Special Taxes shall be allocated and utilized pursuant to the priorities established in the JCFA and/or any Implementation Agreement(as defined in the JCFA). For further particulars as to the Rate and Method of Apportionment reference is made to the attached and incorporated Exhibit"C," which sets forth in sufficient detail the rate and method of apportionment to allow each Landowner or Operator (as such terms are defined in Chapter 3.61) within the District to estimate the maximum amount that such Landowner or Operator will have to pay. The Special Taxes will be due and remitted with the Operator's payment of transient occupancy taxes as set forth in Chapter 3.40 of the Chula Vista Municipal Code("Chapter 3.40"). If a Landowner is not an Operator,the Landowner shall cause the Operator to remit the Special Taxes imposed with the Operator's payment of transient occupancy tax and any Special Taxes shall onlybe levied on and constitute a lien against the Operator's leasehold or possessory interest in such 5 60297.00057\32327221.8 60297.00057\32504808.2 Assessor's Parcel of Public Property,all as contemplated in Section 53340.1 of the Act,as modified by Chapter 3.61 and shall not be an obligation for which the Landowner of such Assessor's Parcel of Public Property is billed or responsible. Such Landowner obligation may be met by including a requirement to remit the Special Taxes in a lease or other real property instrument for a Campsite Property or Hotel Property(each as defined in the Rate and Method of Apportionment)and enforcing such requirement, as provided for in the real property instrument. However,the Special Tax is not imposed.on the Transient(as defined in Chapter 3.40),but on the parcel or leasehold or possessory interest in a parcel containing a Hotel or Campsite(as such terms are defined in Chapter 3.61). The Operator may, but is not required to, pass the Special Tax through to the Transients and collect it with Rent (as defined in Chapter 3.40). Despite the method of collection and administration, the Special Tax is distinct from the City's transient occupancy tax and, subject to the Rate and Method of Apportionment, may be enforced, in the event of nonpayment, as provided in the Mello-Roos Community Facilities Act of 1982, including through a judicial foreclosure; however, the City Council reserves the right to utilize any other lawful means of billing, collecting, and enforcing the Special Taxes,including billing on the secured property tax roll,direct and supplemental billing,any other legal authority to collect delinquent Special Taxes,penalties and interest and when lawfully available,judicial foreclosure of the lien of the Special Taxes. Subject to the Rate and Method of Apportionment,any Special Taxes delinquent as of July 1 of any fiscal year,together with any penalties and interest accrued as of that date,may,at the option of the City Council, acting as the legislative body of the District,be placed on the secured property tax roll in that fiscal year and be levied on the parcel or leasehold or possessory interest in the parcel, as applicable, for which such Special Taxes are delinquent, where it shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem taxes. The Special Taxes are imposed by the District and not the City. The Special Tax shall be levied by the District,in any year,only on a parcel or a leasehold or a possessory interest in a parcel within the District for the use of such property during such year as Hotel Property or Campsite Property. SECTION 9. Special Taxes Accountability Measures. Pursuant to and in compliance with the provisions of Government Code Section 50075.1, this City Council hereby establishes the following accountability measures pertaining to the levy by the District of the Special Taxes described in Section 8 above: A. Each Special Tax shall be levied for the specific purposes set forth in Section 8 above. B. The proceeds of the levy of each such Special Tax shall be applied only to the specific applicable purposes set forth in Sections 6, 7 and 8 above. C. The District shall establish a separate account into which the proceeds of each such Special Tax shall be deposited. 6 60297.00057\32327221.8 60297.00057\32504808.2 D. The City Manager, or his or her designee, acting for and on behalf of the District, shall annually file a report with the City Council as required pursuant to Government Code Section 50075.3. SECTION 10. Preparation of Annual Tax Roll. If there is an annual tax roll prepared for the District,the name,address and telephone number of the office,department or bureau which will be responsible for preparing the annual current roll of Special Tax levy obligations for the District and which shall be responsible for estimating future Special Tax levies pursuant to Chapter 3.61,are as follows: Finance Department City of Chula Vista 276 Fourth Avenue Chula Vista, CA 92010 (619) 691-5250 SECTION 11. Substitution Improvements. The description of the Improvements,as set forth in Exhibit A hereto,is general in its nature. The final nature and location of the Improvements will be determined upon the preparation of final plans and specifications therefor. Such final plans may show substitutes in lieu of, or modification to, the above described types of facilities and any such substitution shall not be a change or modification in the proceedings as long as the facilities provide a service substantially similar to that as set forth in this Resolution. SECTION 12. Election. This City Council herewith submits the levy of the special tax to the qualified electors of the District as specified in Section 2E above, such electors being the Landowners in the District, with each Landowner having one (1) voter for each acre or portion thereof of land which he or she owns within the District. PREPARED BY: APPROVED AS TO FORM BY: Kelly G. Broughton FASLA Glen R. Googins Director of Developmental Services City Attorney 7 60297.00057\32327221.8 60297.00057\32504808.2 EXHIBIT A DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS 1. Convention Center Facility(as defined in Chula Vista Municipal Code Chapter 3.61); 2. Street improvements, including grading, paving, curbs, gutters, sidewalks, street signalization,signage,street lights,furnishings,and parkway and median landscaping related thereto; 3. Gateway signage; 4. Pedestrian and bicycle paths; 5. Storm drains and other water quality devices to ensure regional permit compliance; 6. Public utilities(including but not limited to water,reclaimed water,sewer,electric,gas,and telephone); 7. Public parks, open space and recreation facilities; 8. Fire protection and emergency response facilities; 9. Parking improvements; 10. Museums and cultural facilities; 11. Ecological and sustainability educational improvements; 12. Energy efficiency, water conservation, and renewable energy improvements; 13. Land,rights-of-way and easements necessary for any facilities to be financed by the District; and 14. Equipment, apparatus, facilities or fixtures with an expected useful life of 5 years or longer necessary for any of the foregoing or necessary to provide any of the services described in Exhibit B. 60297.0005732504808.2 A-1 EXHIBIT B DESCRIPTION OF THE AUTHORIZED SERVICES Authorized Services shall include the operation, maintenance, servicing, and replacement of the authorized Improvements (see Exhibit A), together with the following additional Services: 1. Landscaping,including,but not limited to trees, shrubs, grass, other ornamental vegetation located in or on slopes,parkways and medians; 2. Facilities that are directly related to storm water conveyance, including, but not limited to pipes and drainage inlets, detention basins, linear bioretention, and parks; 3. Walls and fencing; 4. Parks, including landscaping, facilities, walls, fencing, lighting, and trails; 5. Streetscape improvements, including lighting, furnishings and appurtenances; 6. Parking improvements; 7. Transportation services; 8. Promotion of public events and tourism; 9. Security, sanitation, graffiti removal, street and sidewalk cleaning, and other municipal services supplemental to those normally provided by the City or other service provider; and 10. Repair of the authorized Improvements. For purposes of this description of the Services to be funded by the levy of Special Taxes within the District,"maintenance"includes,but is not limited to,the furnishing of services and materials for the ordinary and usual maintenance, operation, management and servicing of any of the authorized Improvements, including: 1. Repair, removal, or replacement of the authorized Improvements; 2. Providing for the life, growth, health, and beauty of habitat, including the cultivation, irrigation, trimming, spraying, fertilizing, or treating for disease or injury; 3. The removal of trimmings, rubbish, debris, silt, and other solid waste; 4. The cleaning, sandblasting, and painting of walls and other facilities to remove or cover graffiti; 5. The elimination, control, and removal of rodents and vermin; 60297.00057\32504808.2 B-1 6. The operation and management of open space and natural habitat, including biological monitoring and evaluation of collected data; 7. The conduct of biological activities necessary to sustain the species being protected; 8. The operation and maintenance of pedestrian bridges and community gardens within or appurtenant to such open space or habitat area(s); and 9. The maintenance and cleaning of drainage and other storm water control facilities required to provide storm water quality control. "Service"or"servicing"means the furnishing o£ 1. Electric current or energy,gas,or other illuminating agent for any public lighting facilities or for the lighting or other operation of any other Improvements; and 2. Water for the irrigation of any landscaping or the operation or maintenance of any other Improvements. 60297.0005732504808.2 B-2 EXHIBIT C RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT The Special Tax authorized by the Bayfront Project Special Tax Financing District (the "District") shall be levied on all Taxable Property and collected within the District as provided herein commencing in Fiscal Year 2020-2021, in an amount determined by the City Council of the City of Chula Vista,acting as the legislative body of the District,through the application of the rate and method of apportionment of the Special Tax set forth below.All of the real property within the District,unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Act"means the Mello-Roos Community Facilities Act of 1982, being Chapter 2.5, Part 1, Division 2 of Title 5 of the Government Code of the State of California. "Assessor's Parcel" means a lot or parcel designated on an Assessor's Parcel Map with an assigned Assessor's Parcel number within the boundaries of the District. "Assessor's Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor's Parcel number. "Bond Documents" means any indenture of trust, bond indenture, fiscal agent agreement, trust agreement,resolution or other instrument setting forth the terms of any Bonds,as modified,amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Bonds" means any binding obligation to repay a sum of money, including obligations in the form of bonds,notes,certificates of participation,long-term leases,loans from government agencies,or loans from banks, other financial institutions, private businesses, or individuals, or long-term contracts, or any refunding thereof,to which the Special Tax has been pledged. "Boundary Map" means the "Map of Proposed Boundaries of the Bayfront Project Special Tax Financing District, City of Chula Vista, County of San Diego, State of California," filed September 12, 2019 in Book 48 of Maps of Assessments and Community Facilities Districts in the office of the County Recorder. "Calendar Year" means the period commencing January 1 of any year and ending the following December 31. "Campsite" shall have the meaning given such term in Chapter 3.61. "Campsite Property"means an Assessor's Parcel of Taxable Propertywhich consists of any Campsite or Campsites. "Chapter 3.61" means Chapter 3.61 of the Chula Vista Municipal Code. "City" means the City of Chula Vista. 60297.00057\32504808.2 C-1 "City Council" means the City Council of the City, acting as the legislative body of the District, or its designee. "City Manager" means the City Manager of the City. "County" means the County of San Diego. "Director of Finance" means the Director of Finance of the City. "District"means the Bayfront Project Special Tax Financing District established by the City pursuant to Chapter 3.61. "Exempt Property"means all Assessor's Parcels within the District which are exempt from the Special Tax pursuant to law or Section F herein. "Fiscal Year" means the period commencing on July 1 of any year and ending the following June 30. "Hotel" shall have the meaning given such term in Chapter 3.61. "Hotel Property"means an Assessor's Parcel of Taxable Property which consists of any Hotel or Hotels. "Landowner" shall have the meaning given such term in Chapter 3.61. "Maximum Annual Special Tax Rate"shall,for any Fiscal Year,not exceed five percent(5%)of all Rent charged during such Fiscal Year for the privilege of Occupancy by Transients of the Campsite(s) or Hotel(s), as applicable, located on each Assessor's Parcel of Campsite Property or Hotel Property. "Occupancy"shall have the meaning given such term in Chapter 3.61. "Operator"shall have the meaning given such term in Chapter 3.61. "Port District" means the San Diego Unified Port District. "Public Property" means any property within the boundaries of the District that is owned or held in trust by or irrevocably dedicated to the City, the federal government, the State of California, the County,the Port District, or any other public agency. "Rent"shall have the meaning given such term in Chapter 3.61. "Resolution of Formation"means the resolution adopted by the City Council pursuantto Chapter 3.61 establishing the District. "Special Tax"means the special tax authorized by the District to be levied by the City Council pursuant to Chapter 3.61. "Taxable Property"means all Assessor's Parcels that are not exempt from the Special Tax pursuant to law or this Rate and Method of Apportionment of Special Tax. "Transient"shall have the meaning given such term in Chapter 3.61. B. CLASSIFICATION OF ASSESSOR'S PARCELS Each Fiscal Year, beginning with Fiscal Year 2020-2021,each Assessor's Parcel shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Campsite Property or Hotel Property. Commencing with Fiscal Year 2020-2021, all Campsite Property and Hotel Property shall be subject to the levy of the Special Tax pursuant to Section C below. 60297.00057\32504808.2 C-2 C. SPECIAL TAX For each Fiscal Year commencing Fiscal Year 2020-2021,the City Council shall, by resolution adopted on or before May 31st preceding such Fiscal Year, levy the Special Tax on each Assessor's Parcel classified as Campsite Property or Hotel Property at a rate not to exceed the Maximum Annual Special Tax Rate. For each succeeding Fiscal Year, the Special Tax shall be levied at the same rate as the rate levied in the preceding Fiscal Year unless the City Council shall,by resolution adopted by May 31st of the preceding Fiscal Year,levy the Special Tax at a different rate than the rate levied in the preceding Fiscal Year not to exceed the Maximum Annual Special Tax Rate. The Special Tax associated with Rent that is charged for Occupancy by Transients shall be considered levied at the same time the Transient ceases such Occupancy. If a Public Property is classified as Campsite Property or Hotel Property due to the grant of a lease or other possessory interest in such Assessor's Parcel of Public Property to the Operator of a Campsite or Hotel thereon, the Special Tax shall only be levied during such time that such grant of lease or possessory interest is effective and shall cease upon the termination or expiration of such grant of lease or possessory interest. D. MANNER OF COLLECTION The Special Tax shall be due and remitted pursuant to the provisions of Section 3.61.120 of Chapter 3.61. E. PREPAYMENT OF THE SPECIAL TAXES The Special Tax may not be prepaid. F. EXEMPTIONS Assessor's Parcels not classified as Campsite Property or Hotel Property shall be exemptfrom the levy of the Special Tax. G. FAILURE TO SUBMIT SPECIAL TAX If the Operator of any Campsite or Hotel located on an Assessor's Parcel of Campsite Property or Hotel Property,or the Landowner of an Assessor's Parcel of Campsite Property or Hotel Property that is not Public Property,fails or refuses to pay the Special Tax levied on such Assessor's Parcel when due,the Director of Finance shall proceed in such manner as deemed best to obtain facts and information on which to base his/her estimate of such Special Tax. As soon as the Director of Finance has acquired such facts and information upon which to base such Special Tax for such Campsite Property or Hotel Property,the Director of Finance shall proceed to determine the amount of such Special Tax due plus any penalties thereon, as described below ("Determination of Special Tax Due"). In the case that such determination is made, the Director of Finance shall give a Determination of Special Tax Due by serving it personally or by depositing it in the United States mail,postage prepaid,addressed to such Operator or such Landowner,as applicable,at its last known address. Such Operator or such Landowner, as applicable, may file an appeal as provided in Section J herein. The Special Tax on any Campsite Property or Hotel Property which is not paid within the time required shall be subject to the same penalties applicable to the transient occupancy tax in subsections A and B of Section 3.40.080 of the Chula Vista Municipal Code. For any Special Taxes and penalties that remain outstanding as of July 1 of each Fiscal Year,the City Council may direct the Director of Finance to cause the submission of any of the delinquent Special Taxes and penalties to the County for inclusion on the property tax bill for such Assessor's Parcel(s) in accordance with Section 3.61.130 of Chapter 3.61; provided, however, that any delinquent Special Taxes and penalties with respect to any Assessor's Parcel of Public Property that is 60297.0005732504808.2 C-3 classified as Campsite Property or Hotel Property due to the grant of a lease or other possessory interest in such Assessor's Parcel of Public Property to the Operator of a Campsite or Hotel thereon shall only be levied on and constitute a lien against the Operator's leasehold or possessory interest in such Assessor's Parcel of Public Property,all as contemplated by Section 53340.1 of the Act,as modified by Chapter 3.61,and shall not be an obligation for which the Landowner of such Assessor's Parcel of Public Property is billed or responsible. H. MAINTENANCE OF RECORDS; SPECIAL TAX AUDIT It shall be the duty of the Operator of any Campsite or Hotel located on any Assessor's Parcel classified as Campsite Property or Hotel Property that is subject to the Special Tax to keep and preserve,for a period of three years,all records as may be deemed necessary by the Director of Finance(and that will,at a minimum, include a record of all Rents collected)to determine the Special Taxes levied upon such Campsite Property or Hotel Property by the City Council.The Director of Finance shall have the right to inspect such records at all reasonable times. I. APPEAL Any Operator of a Campsite or Hotel located on any Campsite Property or Hotel Property or any Landowner of any Campsite Property or Hotel Property claiming that the amount or application of the Special Tax reflected in any Determination of Special Tax Due on such Campsite Property or Hotel Property is not correct, may appeal such Determination of Special Tax Due by filing a notice of appeal with the City Clerk within fifteen (15)calendar days of the serving or mailing of such Determination of Special Tax Due. If such appeal is made by an Operator that is not also the Landowner of such property,then the Operator shall also provide a copy of such notice of appeal to the Landowner at the same time the Operator files the notice of appeal with the City Clerk. Upon receipt of any such notice,the City Clerk shall forward a copy of such notice to the City Manager who shall establish as part of the proceedings and administration of the District a special three- member Appeal Committee. The Appeal Committee may establish such procedures as it deems necessary to undertake the review of any such appeal. The Appeal Committee shall interpret this Rate and Method of Apportionment and make determinations relative to the annual administration of the Special Tax and any appeals by Landowners, or Operators, as herein specified. The decision of the Appeal Committee shall be final,conclusive,binding as to all persons and shall be served upon the Operator or Landowner in writing at the last known address of such Operator or Landowner.Any amount found due shall be immediately due and payable upon service of the Appeal Committee findings. If the Appeal Committee decision requires that the Special Tax for an Assessor's Parcel be modified or changed in favor of the Operator or Landowner, a cash refund shall not be made,but a credit shall be given against the future Special Taxes on that Assessor's Parcel. J. TERM OF THE SPECIAL TAXES The Special Tax shall be levied as long as necessary to pay for authorized expenditures as specified in Section 3.61.080 of Chapter 3.61 for a period not to exceed the longer of: (a)forty years from the first day of the month immediately following the effective date of the ordinance enacted by the City Council providing for the levy of the Special Tax; or (b)the date on which all indebtedness of the Chula Vista Bayfront Facilities Financing Authority,with respect to which District Special Tax revenues have been pledged,has been paid in full. 60297.00057\32504808.2 C-4 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, DEEMING IT NECESSARY TO INCUR A BONDED INDEBTEDNESS OF SUCH DISTRICT WHEREAS, the City Council (the "City Council") of the City of Chula Vista (the "City"), previously adopted its Resolution No. 2019-168 on September 10, 2019 (the "Resolution of Intention") and proposed to establish the Bayfront Project Special Tax Financing District (the"District")under and pursuant to the terms and provisions Chapter 3.61 of the Chula Vista Municipal Code ("Chapter 3.61") and to levy a special tax therein to finance the purchase, construction, expansion, improvement, rehabilitation, replacement and upgrade, including ongoing capital repairs of certain public and private improvements located only (a) within the Chula Vista Bayfront Master Plan (the "CVBMP"); or (b) outside the CVBMP territory but required by mitigation measures specified within the Project EIR (as such term is defined in the Joint Community Facilities Agreement [Chula Vista Bayfront Project Special Tax Financing District]) and for which the San Diego Unified Port District or the City are responsible, as described in Exhibit "A," attached hereto and incorporated herein by this reference (the "Improvements"); and WHEREAS, the Resolution of Intention fixed the time and place for a public hearing to be held where the City Council will consider the establishment of the District, the rate and method of apportionment of the Special Tax (as defined in the Resolution of Intention) proposed to be levied within the District, the extent of the District, the financing of certain types of public and private improvements, maintenance and services and all other related matters (the `Establishment Public Hearing"); and WHEREAS, the City Council also adopted its Resolution No. 2019-169 (the "Original Resolution Declaring Necessity to Incur Bonded Indebtedness") on September 10, 2019, declaring that the public convenience and necessity requires that a bonded indebtedness be incurred by the District in an amount not to exceed $125,000,000 to contribute to the financing of the Improvements; and WHEREAS, the Resolution Declaring Necessity to Incur Bonded Indebtedness fixed the time and place for a public hearing to be held on the intention of the City Council to incur a bonded indebtedness of the District to contribute to the financing of the Improvements, such indebtedness to be secured by all or a portion of the levy of special taxes within the District (the "Indebtedness Public Hearing" and, together with the Establishment Public Hearing, the "Public Hearings"); and WHEREAS, pursuant to the Resolution of Intention and the Original Resolution Declaring Necessity to Incur Bonded Indebtedness, the Public Hearings were set by the City Council for Tuesday, October 15, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and 60297.00057\32504816.1 1 WHEREAS, there are on file with the City Clerk, separate proofs of publication of the Notice of Public Hearing regarding the establishment of the District and the necessity to incur bonded indebtedness of the District (the "Notice of Public Hearing") in the Star News and a Certificate of Mailing of Notice of Public Hearings (the "Certificate of Mailing") showing mailed notice of the Public Hearings to each property owner within the District; and WHEREAS, at the time and place specified for the Public Hearings, the City Council consolidated and opened the Public Hearings and approved a motion to continue the Public Hearings to November 5, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, on November 5, 2019 at the time and place specified for the continued Public Hearings, the City Council reopened the consolidated Public Hearings and approved a motion to continue the Public Hearings to November 19, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the City Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, subsequent to the adoption of the Original Resolution Declaring Necessity to Incur Bonded Indebtedness, there was additional analysis of the reasonably foreseeable revenues to be generated by the District and on November 12, 2019, the City Council adopted Resolution No. 2019- (the "Amended Resolution Declaring Necessity to Incur Bonded Indebtedness" and, together with the Original Resolution Declaring Necessity to Incur Bonded Indebtedness, the "Resolution Declaring Necessity to Incur Bonded Indebtedness") to increase the amount of authorized bonded indebtedness of the District to $175,000,000 and notice of such proposed increase was published in the Star News on November 8, 2019 (the "Amended Notice of Public Hearing"); and WHEREAS, at the time and place specified for the continued Public Hearings, the City Council reopened and conducted the Public Hearings, all persons interested, including, but not limited to, all taxpayers and property owners within the District were given an opportunity to appear and be heard, and to present any matters relating to the necessity for incurring bonded indebtedness of the District to contribute to the financing of the Improvements; and the testimony of all interested persons and all taxpayers and property owners for or against the authorization to issue bonds of the District or any other matters in the Resolution Declaring Necessity to Incur Bonded Indebtedness was heard and considered by the City Council; and WHEREAS, the City Council has adopted on this date Resolution No. establishing the District (the "Resolution of Formation") which sets forth the Special Tax to be authorized to be levied within the District and the Improvements and Services that may be financed with the proceeds of such Special Tax; and WHEREAS, at this time the City Council, acting as the legislative body of the District, desires to proceed to make the determination of necessity to incur a bonded indebtedness for the District, to declare the purposes for such debt, and to authorize the submittal of a proposition to the qualified electors of the District, being the landowners of the District, all as authorized and required by Chapter 3.61. 60297.00057\32504816.1 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, AS FOLLOWS: SECTION 1. Recitals. The above recitals are all true and correct. SECTION 2. Authority. This Resolution is adopted pursuant to the provisions of Chapter 3.61. SECTION 3. Findings and Declarations. The City Council hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to municipal affairs of the City and that the statements, findings, and determinations of the City Council set forth above are true and correct. SECTION 4. Notice of the Indebtedness Public Hearing. The City Council accepts the proof of the Notice of Public Hearing, the Amended Notice of Public Hearing and the Certificate of Mailing and finds, based thereon, that the proper notice of the Indebtedness Public Hearing has been given in accordance with Chapter 3.61 and that the Indebtedness Public Hearing was conducted with proper and legal notice in all respects. SECTION 5. Necessity for Bonded Indebtedness. The City Council hereby expressly deems that the public convenience and necessity require that a bonded indebtedness of the District be incurred as authorized under the terms and provisions of Chapter 3.61 to contribute to the financing of the Improvements. SECTION 6. Purpose for Bonded Indebtedness. The specific purpose for the proposed bonded indebtedness is to contribute to the cost of financing of the Improvements. The cost of financing the Improvements may include, but not be limited to, all costs and estimated costs incidental to, or connected with, the accomplishment of the purpose for which the bonded indebtedness is proposed to be incurred, including but not limited to, the estimated costs of the purchase, construction, expansion, improvement, rehabilitation, including ongoing capital repairs, and inspection of the Improvements; satisfaction of contractual obligations relating to expenses or the advancement of funds for expenses existing at the time the bonds are issued pursuant to Chapter 3.61; architectural, engineering, inspection, legal, fiscal, and financial consultant fees; bond and other reserve funds; discount fees; interest on any bonds as authorized pursuant to Chapter 3.61; election costs; all costs associated with the establishment of the District; all costs associated with the issuance of the bonds, including, but not limited to, fees of bond counsel, costs of obtaining credit ratings, bond insurance premiums, fees for letters of credit, and other credit enhancement costs, and printing costs; costs of the administration of bonds to be issued for the District, including the payment of any rebate obligation due and owing to the federal government, the determination of the amount of any Special Taxes to be levied; the cost of collecting any Special Taxes; Incidental Expenses (as such term is defined in Government Code Section 53317(e)) and costs otherwise incurred in order to carry out the authorized purposes of the District. SECTION 7. Territory to Pay for Bonded Indebtedness. 60297.00057\32504816.1 3 This City Council determines that the property subject to the levy of the Special Tax within the District will pay for the bonded indebtedness of the District. A general description of the District is as follows: All that property as shown on a map as previously approved by this City Council, such map entitled "Map of Proposed Boundaries of the Bayfront Project Special Tax Financing District, City of Chula Vista, County of San Diego, State of California," a copy of which is on file in the Office of the City Clerk. The boundary map of the District has been filed pursuant to Sections 3111 and 3113 of the Streets and Highways Code of the State of California in the Office of the County Recorder of the County of San Diego, at Page 38-44 of Book 48 of the Book of Maps of Assessment and Community Facilities Districts for such County. SECTION 8. Bond Authorization. The amount of the bonded indebtedness of the District may include all costs and estimated costs incidental to, or connected with, the accomplishment of the purpose for which the indebtedness is proposed to be incurred as authorized pursuant to Chapter 3.61, including all costs described in Section 6 above. The amount of the indebtedness proposed to be authorized shall not exceed $175,000,000. SECTION 9. Bond Term and Interest Rate. This City Council hereby further determines that the maximum term of bonds and/or any series shall not exceed forty (40) years, and such bonds may be issued in differing series, at differing times. The maximum rate of interest to be paid on such bonds may not exceed the greater of either twelve percent (12%) per annum or the maximum rate permitted by law at the time of sale of any of such bonds. The bonds, except where other funds are made available, shall be paid exclusively from the annual levy of the Special Tax within the District, and are not secured by any other taxing power or funds of the District or the City. The bonded indebtedness may be in the form of bonds, certificates of participation, long-term leases, loans from government agencies, or loans from banks, other financial institutions, private borrowing or individuals, or long-term contracts as permitted by Chapter 3.61. SECTION 10. Accountability Measures. Pursuant to and in compliance with the provisions of Article 1.5 (commencing with Section 53410) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code, this City Council hereby establishes the following accountability measures pertaining to any bonded indebtedness incurred by or on behalf of the District: A. Such bonded indebtedness shall be incurred for the applicable specific purposes set forth in the Section 6. B. The proceeds of any such bonded indebtedness shall be applied only to the applicable specific purposes identified in Section 6. C. The document or documents establishing the terms and conditions for the issuance of any such bonded indebtedness shall provide for the creation of an account into which the proceeds of such indebtedness shall be deposited. 60297.00057\32504816.1 4 D. The City Manager or his or her designee, acting for and on behalf of the District, shall annually file a report with this City Council, as the legislative body of the District, as required by Government Code Section 53411. SECTION 11. Election. The proposition related to the incurring of the bonded indebtedness for the District (the "Bond Indebtedness Proposition") shall be submitted to the appropriate qualified voters of the District, together with ballot propositions to authorize the levy of Special Taxes within the District and to establish an appropriations limit for the District, at a special election to be held on February 18, 2020, and such election shall be a mail ballot special election to be conducted by the City Clerk(the "Election Official"). The mail ballots are required to be received in the office of the Election Official by the hour of 12:00 p.m. on February 18, 2020, at which time the election shall be closed. If the Bond Indebtedness Proposition receives the approval of two-thirds or more of the votes cast within the District, with votes allocated pursuant to Chapter 3.61, the bonds of the District may be issued and sold for the purposes authorized. PREPARED BY: APPROVED AS TO FORM BY: Kelly G. Broughton FASLA Glen R. Googins Director of Developmental Services City Attorney 60297.00057\32504816.1 5 EXHIBIT A DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS 1. Convention Center Facility(as defined in Chula Vista Municipal Code Chapter 3.61); 2. Street improvements, including grading, paving, curbs, gutters, sidewalks, street signalization, signage, street lights, furnishings, and parkway and median landscaping related thereto; 3. Gateway signage; 4. Pedestrian and bicycle paths; 5. Storm drains and other water quality devices to ensure regional permit compliance; 6. Public utilities (including but not limited to water, reclaimed water, sewer, electric, gas, and telephone); 7. Public parks, open space and recreation facilities; 8. Fire protection and emergency response facilities; 9. Parking improvements; 10. Museums and cultural facilities; 11. Ecological and sustainability educational improvements; 12. Energy efficiency, water conservation, and renewable energy improvements; 13. Land, rights-of-way and easements necessary for any facilities to be financed by the District; and 14. Equipment, apparatus, facilities or fixtures with an expected useful life of 5 years or longer necessary for any of the foregoing or necessary to provide any of the services described in authorized by the resolution forming the District. 60297.00057\32504816.1 A-1 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, CALLING A SPECIAL MAIL BALLOT ELECTION AND SUBMITTING TO THE QUALIFIED ELECTORS OF SUCH DISTRICT SEPARATE PROPOSITIONS TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN, TO AUTHORIZE SUCH DISTRICT TO INCUR A BONDED INDEBTEDNESS SECURED BY THE LEVY OF SPECIAL TAXES THEREIN AND TO ESTABLISH AN APPROPRIATIONS LIMIT FOR SUCH DISTRICT WHEREAS, the City Council ("City Council") of the City of Chula Vista(the"City"), on September 10, 2019, adopted its Resolution No. 2019-168 (the "Resolution of Intention") and its Resolution No. 2019-169, as amended by Resolution No. 2019- adopted on November 12, 2019 ("Resolution Declaring Necessity to Incur Bonded Indebtedness") thereby initiating proceedings to establish the Bayfront Project Special Tax Financing District (the "District") pursuant to Chapter 3.61 of the Chula Vista Municipal Code("Chapter 3.61"); and WHEREAS, both the Resolution of Intention and the Resolution Declaring Necessity to Incur Bonded Indebtedness set public hearings to be held concurrently on October 15, 2019 (collectively, the"Public Hearings"); and WHEREAS, at the time and place specified for the Public Hearings, the City Council consolidated and opened the Public Hearings and approved a motion to continue the Public Hearings to November 5, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, on November 5, 2019 at the time and place specified for the continued Public Hearings, the City Council reopened the consolidated Public Hearings and approved a motion to continue the Public Hearings to November 19, 2019, at the hour of 5:00 p.m., or as soon thereafter as the City Council might reach the matters, in the City Council Chambers, City Hall, 276 Fourth Avenue, Chula Vista, California; and WHEREAS, at the close of the continued Public Hearings, the City Council determined that there was no majority protest under the provisions of Chapter 3.61; and WHEREAS, at the conclusion of the continued Public Hearings, the City Council, acting pursuant to Chapter 3.61, adopted Resolution No. establishing the District (the "Resolution of Formation") and Resolution No. deeming it necessary that a bonded indebtedness be incurred by the District (the "Resolution Deeming It Necessary to Incur Bonded Indebtedness"); and WHEREAS, pursuant to Chapter 3.61 it is necessary that the City Council submit to the qualified electors of the District three separate propositions (collectively, the "Propositions" and 60297.00057\32504810.1 1 individually, a "Proposition") to: (i) authorize the levy of special taxes within the District as specified in the Resolution of Formation, (ii) authorize the District to incur a bonded indebtedness of such District as provided by the Resolution Deeming It Necessary to Incur Bonded Indebtedness and (iii) establish an appropriations limit for the District; and WHEREAS, Chapter 3.61 provides that the election called for the purpose of submitting the Propositions to the qualified electors of the District must be held at least 90 days, but not more than 180 days following the adoption of the Resolution of Formation; and WHEREAS, the City Council, acting as the legislative body of the District, desires to call a special mail ballot election (the "Election") to be held on February 18, 2020 (the "Election Date") for the purpose of submitting the Propositions to the qualified electors; WHEREAS, Chapter 3.61 provides that if the Election is to be held less than 125 days following the adoption of the Resolution of Formation, the concurrence of the official conducting the election shall be required; and WHEREAS, the City Clerk, as the official designated pursuant to Chapter 3.61 as the official to conduct the Election (the "Election Official"), has concurred with the shortening of time for conducting the Election to the Election Date. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, AS FOLLOWS: SECTION 1. Recitals. The above recitals are all true and correct. SECTION 2. Findings and Declaration. The City Council hereby specifically finds and declares that the vote in the Election called by this Resolution shall be by the Landowners (as such term is defined in Chapter 3.61) as the qualified electors of the District pursuant to Chapter 3.61 and the applicable provisions of the Elections Code of the State of California(the"Elections Code"). Each Landowner, or the authorized representative thereof, shall have one (1) vote for each acre or portion of an acre of land owned within the District. SECTION 3. Call of Election. The City Council hereby calls and schedules the Election for the Election Date on the Propositions. SECTION 4. Propositions. If the Proposition for the levy of the special tax and the Proposition for incurring the bonded indebtedness receives the approval of two-thirds (2/3) or more of the votes cast on each respective Proposition, bonds may be authorized, issued and sold for the applicable purposes set forth in the Resolution Deeming It Necessary to Incur Bonded Indebtedness and the applicable special tax may be levied as provided in the Resolution of Formation. If the Proposition to establish the appropriations limit for the District receives the approval of a majority of the votes cast on such Proposition, such appropriations limit shall be established. SECTION 5. The Propositions. The Propositions to be submitted to the qualified electors at the election shall generally be as follows: 60297.00057\32504810.1 2 PROPOSITION A Shall the measure to authorize the Bayfront Project Special Tax Financing District (the "District") to levy special taxes at rates not to exceed 5% of Rent charged on Hotel Property and Campsite Property (as such terms are defined in Resolution No. 2019- accompanying this ballot) within the District, until the end of the term set forth in such resolution, raising an estimated $30,000,000 annually to finance Improvements and Services described in such resolution,be approved? Yes No PROPOSITION B Shall the measure to authorize the Bayfront Project Special Tax Financing District (the "District") to incur a bonded indebtedness of the District in an amount not to exceed $175,000,000, to be secured by special taxes subject to the approval of Proposition A above,be approved? Yes No PROPOSITION C Shall the measure to establish an Article XIIIB appropriations limit equal to $125,000,000 for the Bayfront Project Special Tax Financing District be approved? Yes No SECTION 6. Vote. The appropriate mark placed on the line following the word "YES" shall be counted in favor of the adoption of the proposition, and the appropriate mark placed on the line following the word "NO" in the manner as authorized, shall be counted against the adoption of such proposition. SECTION 7. Election Procedure. The Election Official is hereby authorized to take any and all steps necessary for the holding the Election. The Election Official shall perform and render, or cause to be performed and rendered, all services and proceedings incidental to and connected with the conduct of the Election, which services shall include, but not be limited to, the following activities as are appropriate to the Election: 60297.00057\32504810.1 3 A. Prepare and furnish to the election officers necessary election supplies for the conduct of the Election. B. Print the requisite number of official ballots, tally sheets and other necessary forms. C. Furnish and address official ballots for the qualified electors. D. Deliver the official ballots to the qualified electors or their authorized representatives, as required by law. E. Receive the returns of the Election materials and supplies. F. Sort and assemble the Election materials and supplies in preparation for the canvassing of the returns. G. Canvass the returns of the Election. H. Furnish a tabulation of the number of votes given in the Election. I. Conduct and handle all other matters relating to the proceedings and conduct of the election in the manner and form as required by law. SECTION 8. Arguments and Impartial Analysis. A. The City Council authorizes (i) any member(s) of the City Council and (ii) any Landowner eligible to vote on the Propositions, and/or an organization or association meeting the requirements of Elections Code Section 9287(b), to file written arguments in favor of or against the Propositions set forth in Section 5 of this Resolution, and may change the argument until and including December 3, 2019, after which no arguments for or against the Propositions may be submitted to the Election Official. Arguments in favor of or against the Propositions shall each not exceed 300 words in length. Each argument shall be filed with the Election Official, signed, and include the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument. The author(s) of an argument may allow additional persons to sign the argument at the discretion of the author(s). The additional signers are not required to meet the qualifications specified in Elections Code Section 9282. B. The Election Official shall comply with all provisions of law establishing priority of arguments for printing and distribution to the voters, and shall take all necessary actions to cause the selected arguments to be printed and distributed to the voters. C. Pursuant to Section 9280 of the Elections Code, the City Council directs the Election Official to transmit a copy of the Propositions to the City Attorney. The 60297.00057\32504810.1 4 City Attorney shall prepare an impartial analysis of the Propositions, not to exceed 500 words in length, showing the effect of the Propositions on the existing law and the operation of the Propositions. The City Attorney shall transmit such impartial analysis to the Election Official, who shall cause the analysis to be published in the voter information guide along with the Propositions as provided by law. The impartial analysis shall be filed by the deadline set for filing of arguments as set forth in subsection (A) above. The impartial analysis shall include a statement indicating whether the Propositions were placed on the ballot by a petition signed by the requisite number of voters or by the City Council. D. The provisions of this Section 8 herein shall apply only to the Election and shall then be repealed. SECTION 9. Rebuttals. A. Pursuant to Section 9285 of the Elections Code, when the Election Official has selected the arguments for and against the Propositions which will be printed and distributed to the voters, the Election Official shall send copies of the argument in favor of the measures to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. The authors or persons designated by them may prepare and submit rebuttal arguments not exceeding 250 words. The rebuttal arguments shall be filed with the Election Official not later than December 13, 2019. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument which it seeks to rebut. B. The provisions of this Section 9 herein shall apply only to the Election and shall then be repealed. SECTION 10. Public Examination. Pursuant to Elections Code Section 9295, the Propositions, the impartial analysis, the arguments for and against and the rebuttal arguments, if any, will be available for public examination for no fewer than ten (10) calendar days immediately following the filing deadline for those materials. The Election Official shall post notice in the Election Official's office of the specific dates that the examination period will run. SECTION 11. Additional Election Provisions. The Election shall be subject to the following addition provisions: A. For each of the propositions set forth in Section 5, each Landowner who is the owner of record as of the close of the Public Hearings or any subsequent owner if the City Clerk is informed, by reliable evidence, of a change in ownership after that time and at least 24 hours before the deadline to submit ballots, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of land that such Landowner owns within the District. B. The Election shall be conducted by mailed ballot, there shall be no polling places for the Election, and 12:00 p.m. on the Election Date is set as the deadline for ballots to be received by the Election Official. 60297.00057\32504810.1 5 C. The Election Official is authorized and directed to publish the notice of the Election, as soon as possible following the adoption of this Resolution, in the Star News. D. All ballots shall be mailed by the Election Official to the Landowners no sooner than January 20, 2020 and all voted ballots are required to be received by the Election Official not later than 12:00 p.m. on the Election Date in order to be counted. E. The Election shall be held and conducted, and the votes canvassed and the returns made, and the results determined, as provided herein, and in all particulars not prescribed in this Resolution, the Election shall be held and conducted and the votes received and canvassed in the manner provided by law for holding special elections consistent with Chapter 3.61. F. The Election Official shall commence the canvass of the returns of the Election as soon as possible following the deadline for ballots to be received and shall report the returns to the City Council at its next regularly scheduled meeting following the conclusion of the canvass. G. Upon receipt of the report of the returns, the City Council may, by resolution, declare the results of the Election. PRESENTED BY APPROVED AS TO FORM BY Kelly G. Broughton, FASLA Glen R. Googins Director of Developmental Services City Attorney 60297.00057\32504810.1 6