HomeMy WebLinkAboutReso 2020-214RESOLUTION NO. 2020-214
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING A SECOND 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 are parties to that certain Amended and Restated
Revenue Sharing Agreement dated November 19, 2019 (the “Amended and Restated RSA”); and
WHEREAS, the City and District mutually desire to amend and restate the Amended and
Restated RSA, in the form presented in Exhibit 1 to this resolution.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it approves the Second 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.
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Resolution No. 2020-214
Page No. 2
Presented by Approved as to form by
Maria V. Kachadoorian Glen R. Googins
City Manager City Attorney
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 15th day of September 2020 by the following vote:
AYES: Councilmembers: Diaz, Galvez, McCann, Padilla, and Casillas Salas
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
Mary Casillas Salas, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry K. Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2020-214 was duly passed, approved, and adopted by the City Council at a regular
meeting of the Chula Vista City Council held on the 15th day of September 2020.
Executed this 15th day of September 2020.
Kerry K. Bigelow, MMC, City Clerk
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SECOND 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)
This Second Amended and Restated Revenue Sharing Agreement (“Agreement”), dated
, 2020 (“Effective Date”), 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 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; 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 the Chula Vista Bayfront Facilities
Financing Authority (the “Authority”), will issue the Revenue Bonds to support the financing of the
Convention Center and the RHCC Public Improvements; and
WHEREAS, it is expected that the City and the District will contribute certain amounts
pursuant to a future plan of finance (“Plan of Finance”) to support the Revenue Bonds, as contemplated
in the Financing Agreement and the Parties are currently negotiating such agreement; and
WHEREAS, Section 4.7(e) of the DDA provides that the District and the City shall reimburse
RIDA in cash for any and all funds expended prior to the Close of Escrow (as defined in the DDA) by
RIDA in connection with the design, architectural work, and engineering work for the Developer’s
Phase 1A Infrastructure Improvements (as defined in the DDA) as set forth in Scope of Development
(as defined in the DDA), prior to the Close of Escrow (as defined in the DDA) in accordance with, to
the extent applicable, Chula Vista Municipal Code 2.56.160.H, including the reimbursement procedure
set forth therein, and any applicable agreements implementing Chula Vista Municipal Code 2.56.160.H
(“Pre-Close Design Services”); and
WHEREAS, the City has agreed to a mechanism to reimburse RIDA for the Pre-Close Design
Services; and
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WHEREAS, the City has negotiated and anticipates entering into a Reimbursement Agreement
with RIDA that complies with Section 4.7(e) of the DDA and sets forth the mechanism to reimburse
RIDA for the Pre-Close Design Services (“Pre-Close Design Services Reimbursement Agreement”);
and
WHEREAS, it is expected that the RHCC Project will generate certain revenues from the
operation of the RHCC Project that RIDA will share with the Parties; and
WHEREAS, the City and the District entered into that certain Revenue Sharing Agreement
dated April 24, 2018 filed in the Office of the District Clerk as Document No. 68392 (the “Original
RSA”); and
WHEREAS, the City and District entered into that certain Amended and Restated Revenue
Sharing Agreement dated November 19, 2019 and filed in the Office of the District Clerk as Document
No. 70911 (the “Amended RSA”) that amended and restated in its totality the Original RSA; and
WHEREAS, the Parties desire to amend and restate in its totality the Amended 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 commenced on May 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 “Agreement Termination Date”: (i) the expiration of the original 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. In no event
shall the term of this Agreement exceed sixty-six (66) years.
3. Agreements. This Agreement amends, restates, and supersedes in its entirety the Amended
RSA. The Parties hereby agree as follows:
3.1 Revenues and Existing Revenues. “Revenues” means, collectively, moneys in an
amount equivalent to each of the following sources of revenue actually received by the
City or the District on a yearly basis commencing July 1, 2018:
A. District
(i) all Ground Lease Revenues derived from:
(a) the Other Ground Leases; provided, however, if one or more of
the Other Ground Leases are renewed, replaced or amended in
such a way as to change the size or configuration of the original
premises to include premises outside of the original premises
boundaries of all the Other Ground Leases (each a “Modified
Boundary Lease”), then, for purposes of this section, the
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Ground Lease Revenues derived from each Modified
Boundary Lease shall be calculated by multiplying the total
amount of Ground Lease Revenues generated by such
Modified Boundary Lease by a fraction, the numerator of
which shall be an amount equal to the Modified Boundary
Lease premises still within the original premises boundary, and
the denominator of which shall be the total premises area of the
Modified Boundary Lease as modified. For example, if the
original premises of an Other Ground Lease encompasses 5.0
acres, and the Modified Boundary Lease includes 4.0 acres of
the original premises, and adds 6.0 acres of premises outside
the original premises, then forty percent (40%) of the revenues
paid to the District under the Modified Boundary Lease shall
be included as Other Ground Leases revenues under this
section (collectively, the “Other Ground Leases Revenues”);
to the extent District enters into any revenue generating
agreement other than a Ground Lease with respect to operations
on all or any portion of the Other Ground Lease premises, such
revenue, net any related out-of-pocket operating costs paid by
District to third parties, shall also be included as Other Ground
Leases Revenues under this section;
(b) the Tidelands Use and Occupancy Permit for the current RV
Park (“RV Park TUOP”); and
(c) a replacement RV Park on parcel S1 (“Replacement RV Park”),
(d) less $3,283,970, which is the actual amount of the existing RV
Park buyout payment paid solely by the District to Chula Vista
Marina/RV Park, Ltd. (the existing RV Park lessee) (“Net RV
Park Buyout Credit”), such amount to be amortized over a
period of eight years commencing on July 1, 2018 pursuant to
the schedule of credits provided in Exhibit 1, attached hereto
and incorporated herein by reference (“Net RV Park Buyout
Credit Schedule”), as such Net RV Park Buyout Credit
Schedule and its contents may be administratively modified
from time to time with the mutual consent of the City Manager
of the City and the Executive Director of the District, without
further approval of the Board of Port Commissioners of the
District (“District Board”) or City Council of the City (“City
Council”);
(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. 4 (the “Conceptual Plan of Finance”); and
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(iii) any revenues committed by the District on or after the Effective Date
of this Agreement to the RHCC Project, the RHCC Public
Improvements, the RHCC Project Public Investment, the CVBMP
Project, or the CVBMP Public Improvements through a resolution or
ordinance of the District Board acknowledging that such revenues are
committed to the RHCC Project, the RHCC Public Improvements, the
RHCC Project Public Investment, the CVBMP Project, or the CVBMP
Public Improvements, to be applied as Revenues in accordance with
the terms of this Agreement.
B. City
(i) the TOT attributable to the RHCC Project, the RV Park TUOP, and the
Replacement RV Park;
(ii) the Sales Tax;
(iii) incremental property tax (including property tax in-lieu of motor
vehicle license fees) generated by the RHCC Project;
(iv) PMSA Revenues, excluding any increase in PMSA Revenues above
the amounts described in the PMSA as may be negotiated by the Parties
in future municipal service agreements until the Agreement
Termination Date;
(v) special tax proceeds (“Special Tax Revenues”) 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; and
(vi) any revenues committed by the City on or after the Effective Date of
this Agreement to the RHCC Project, the RHCC Public Improvements,
the RHCC Project Public Investment, the CVBMP Project, or the
CVBMP Public Improvements through a resolution o r ordinance of the
City Council acknowledging that such revenues are committed to the
RHCC Project, the RHCC Public Improvements, the RHCC Project
Public Investment, the CVBMP Project, or the CVBMP Public
Improvements, to be applied as Revenues in accordance with the terms
of this Agreement.
C. As used herein, “Existing Revenues” means, collectively, moneys in an amount
equivalent to each of the following sources of Revenue actually received by
each Party, from and after July 1, 2018:
(i) all Ground Lease Revenues derived from:
(a) the Other Ground Leases Revenues;
(b) the RV Park TUOP; and
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(c) the Replacement RV Park,
(d) less from the total of (a) through (c) above, the amount of the
Net RV Park Buyout Credit that shall be deducted in
accordance with the Net RV Park Buyout Credit Schedule;
(ii) the TOT attributable to the RV Park TUOP and the Replacement RV
Park; and
(iii) the PMSA Revenues.
Any Existing Revenues not already remitted to the Authority shall be remitted to
the Authority by no later than the date the Preliminary Official Statement for the
Revenue Bonds is posted on the Municipal Securities Rulemaking Board’s
Electronic Municipal Market Access website (the “Contribution Date”). No
interest will accrue with respect to the Existing Revenues contributed by the City
or the District prior to the Contribution Date. Should either Party elect to retain the
Existing Revenues for the period from and after July 1, 2018 to the Contribution
Date, such Existing Revenues shall be reported as restricted in the audited financial
statements included in each Party's Comprehensive Annual Financial Report
(“CAFR”), commencing with each Party's CAFR for the fiscal year ended June 30,
2020.
3.2 Use of Existing Revenues Prior to Close of Escrow. Existing Revenues may be
expended by the Parties prior to the Contribution Date pursuant to the following terms:
A. The City may deduct the Pre-Close Design Services paid by the City to RIDA
pursuant to the Pre-Close Design Services Reimbursement Agreement;
B. The City may deduct plan review, permitting, and inspection fees in the amount
that would have been incurred by RIDA to process the work for the
Developer’s Phase 1A Infrastructure Improvements (as defined in the DDA)
based on current schedules of fees adopted by the City for such plan review,
permitting, and inspection; and
C. The Parties may deduct such amounts necessary for the payment of existing or
future obligations of the Authority, including without limitation, administrative
fees, consultant and attorneys’ fees, and other staff reimbursements and fees
(collectively, the “Pre-Close Authority Expenses”), as such Pre-Close
Authority Expenses are memorialized in one or more operating memoranda of
the Parties executed by the City Manager of the City and the Executive Director
of the District, without further approval of the District Board or City Council.
D. Should Close of Escrow not occur within the timeframes provided in the DDA,
and such time frames are not extended or otherwise tolled by mutual agreement
of the Parties, the Parties shall each prepare an accounting of amounts deducted
from the Existing Revenues pursuant to Sections 3.2(A) through (C) above to
the extent that pre-closing expenses have been approved by both parties as set
forth in the agreed upon administrative procedures (the “Pre-Close Expenses”).
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Should the Pre-Close Expenses of one Party exceed the Pre-Close Expenses of
the other Party, then the Party with the lower Pre-Close Expenses shall make a
reimbursement sufficient to equalize the Pre-Close Expenses between the
Parties (e.g., if the City has expended $2.0 million and the District has
expended $1.0 million, then the combined Pre-Close Expenses total $3.0
million, with a fair-share expense of $1.5 million per Party, and a
reimbursement due from the District to the City in the amount of $0.5 million,
the “Pre-Close Expense Reimbursement”). The Pre-Close Expense
Reimbursement shall be made within thirty (30) days of the Parties’ mutual
agreement as to the amount of such payment.
3.3 Use of Existing Revenues at Close of Escrow. Any Existing Revenues that are not
expended or deducted as permitted by this Agreement shall be applied at the Close of
Escrow pursuant to the Plan of Finance.
3.4 Use of Revenues Post Close of Escrow. After the Close of Escrow, the Parties will
contribute the Revenues to the Authority until the Agreement Termination Date,
pursuant to the Plan of Finance. For each bond year of the Revenue Bonds, the
Authority shall apply all of the Revenues 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”), together with the RIDA Lease Payments (as defined below) received by
the Authority, shall be applied in the following order of priority:
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 Authority; 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 3.8), not otherwise reimbursed to the City by the District as further
described in Section 3.8 below; 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
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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
6. 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 Agreement 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.
No interest will accrue with respect to unreimbursed Revenues contributed by the City
or the District.
3.5 RIDA Lease Payments. Pursuant to the ground lease between the District and RIDA
for the RHCC to be executed at the Close of Escrow (as defined in the DDA) (the
“Ground Lease”), RIDA is expected to pay Minimum Annual Rent to the District
together with any and all amounts payable by RIDA to the District under the Ground
Lease, including but not limited to, Additional Rent (as defined in the Ground Lease)
and the Assignment Participation Fee (as defined in the Ground Lease), but excluding
any amounts paid for parking (“RIDA Lease Payments”). The District shall remit all
RIDA Lease Payments actually received from RIDA under the Ground Lease to the
Authority within thirty (30) days following the District’s receipt of such RIDA Lease
Payments. The District’s obligation to remit the RIDA Lease Payments to the Authority
shall cease on the Agreement Termination Date.
3.6 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 Authority and the Authority shall use
the Park Rent to reimburse the Parties for O&M Costs actually paid by each of the
Parties, subject to the Plan of Finance.
3.7 Operations & Maintenance Costs. The City and District agree to generally split the
operation and maintenance costs (“O&M Costs”) for the RHCC Public Improvements.
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
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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 (“NRMP Costs”). 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 in accordance with the Plan of Finance.
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 in accordance
with the Plan of Finance. In no event shall either Party be reimbursed for any O&M
Costs that have been previously reimbursed to such Party through Special Tax
Revenues or Park Rent.
3.8 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”).
4. Operating Memoranda. To the extent the Parties enter into any operating memoranda pursuant
to the terms of this Agreement that requires any action(s) be taken by the Authority, the Parties
shall (i) specify in the operating memoranda any instructions that the Authority shall follow
upon receipt of the operating memoranda; and (ii) promptly deliver the operating memoranda
to the Treasurer of the Authority after the execution of the operating memoranda by the City
Manager of the City and the Executive Director of the District. If the Authority is unable to
comply with the instructions set forth in the operating memoranda for any reason without the
adoption of administrative rules or procedures or an amendment to the Amended and Restated
Joint Exercise of Powers Agreement filed on August 7, 2019 as Document No. 70245
(“Authority Incorporation Agreement’) or the Bylaws of the Authority (“Bylaws”), the Parties,
as the sole members of the Authority, shall use good faith efforts to promptly adopt such
administrative rules or procedures or present any modifications to the Authority Bylaws or
Authority Incorporation Agreement to the Authority Board of Directors for their consideration,
as necessary.
5. 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 Party regarding the implementation or clarification of this Agreement.
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6. 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 Party in breach; and (c) such breach has not been cured
within ten (10) business days after such notice was given to the Party in breach. In the event
the breach cannot reasonably be cured within such ten (10) business day period, the Party 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 Party of any such breach
shall not be construed as a waiver of any succeeding breach of the same or other condition,
covenant or promise.
7. Remedies. The occurrence of an Event of Default shall give the non-defaulting Party the right
to proceed with an action or proceeding for specific performance.
8. 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.
9. 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.
10. 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.
11. 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.
12. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be the original and all of which shall constitute one and the same document.
13. Electronic Signatures. The words “execution”, “execute”, “signed”, “signature”, and words of
like import in or related to any document signed or to be signed in connection with this
Agreement and the transaction contemplated hereby shall be deemed to include electronic
signatures, contract formations on electronic platforms approved by the Parties, or the keeping
of such electronic signatures and electronic contracts in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National
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Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state
laws based on the Uniform Electronic Transactions Act.
[Signatures appear on following page.]
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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:__________________________________
Mary Casillas Salas, Mayor
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:__________________________________
Thomas A. Russell
Name:________________________________
Its:___________________________________
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Exhibit 1
Net RV Park Buyout Credit Schedule
Fiscal Year (FY) RV Park Buyout Credit Cumulative Credit
FY 19 $410,500 $410,500
FY 20 $410,500 $821,000
FY 21 $410,500 $1,231,500
FY 22 $410,500 $1,642,000
FY 23 $410,500 $2,052,500
FY 24 $410,500 $2,463,000
FY 25 $410,500 $2,873,500
FY 26 $410,470 $3,283,970
Note: The total rent credit was reduced from $4,329,614 to $3,283,970 based on a permitted rent credit
applied to the Chula Vista Marina lease as partial payment of the RV Park Buyout. This therefore will
reduce the Chula Vista Marina rent actually received by the District from the tenant by $1,045,644
until November 31, 2021.
DocuSign Envelope ID: 347774E6-0F73-4543-9FB4-68DA784FC58B