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HomeMy WebLinkAboutReso 2021-056RESOLUTION NO. 2021-056 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, MAKING CERTAIN DETERMINATIONS, CALLING A SPECIAL MAIL BALLOT ELECTION AND SUBMITTING TO THE QUALIFIED ELECTORS OF SUCH DISTRICT A PROPOSITION TO AUTHORIZE CHANGES TO THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES AUTHORIZED TO BE LEVIED THEREIN AND EXPAND TERRITORY WHEREIN IMPROVEMENTS MAY BE LOCATED AND SERVICES MAY BE PROVIDED WHEREAS, the City Council (“City Council”) of the City of Chula Vista (the “City”), has previously initiated proceedings, held a public hearing, formed the Bayfront Project Special Tax Financing District (the “District”) by the adoption of Resolution No. 2019-220 on November 19, 2019 (“Resolution No. 2019-220”), conducted an election and received a favorable vote from the qualified electors of the District, authorizing the levy of special taxes in the District, all as authorized pursuant to Chapter 3.61 of the Chula Vista Municipal Code (Chapter 3.61); and WHEREAS, City and the San Diego Unified Port District (the “Port District”) entered into that certain Joint Community Facilities Agreement (Chula Vista Bayfront Project Special Tax Financing District), as amended and restated by the Amended and Restated Joint Community Facilities Agreement as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amended and Restated JCFA”) to set forth the essential terms for the allocation and payment of special tax revenues generated from the District; and WHEREAS, the qualified electors of the District, voting in a special mail ballot election held on February 18, 2020, approved Proposition A which authorized the District to levy special taxes at rates not to exceed 5% of Rent annually charged on Hotel Property and Campsite Property (as such terms are defined Resolution No. 2019-220) within the District pursuant to a rate and method of apportionment of such special taxes (the rate and method of apportionment of special taxes approved shall be referred to as the “Existing RMA”); and WHEREAS, Resolution No. 2019-220 set forth a limitation on territory wherein the Improvements (as defined in Resolution No. 2019-220) could be located and wherein the Services (as defined in Resolution No. 2019-220) could be provided; and WHEREAS, on February 16, 2021, the City Council, acting as the legislative body of the District, adopted its Resolution No. 2021-030 (the “Resolution of Consideration”) declaring its intent to consider changes to the District (the “Change Proceedings”) to: (1) modify the Existing RMA, so that the rate and method of apportionment of special taxes authorized to be levied within the District shall read as set forth in Exhibit B attached hereto and incorporated herein by this reference (the “Amended RMA”) and (2) expand the territory wherein the Improvements may be located and the Services may be provided, so that the Improvements shall be located, and the Services shall be provided, within or outside of the CVBMP (as defined in the Amended and Restated JCFA) territory, subject to the priorities established in the Amended and Restated JCFA; and DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. 2021-056 Page No. 2 WHEREAS, the Resolution of Consideration set a public hearing to be held on April 13, 2021 (the “Public Hearing”) and notice of the Public Hearing has been given in the form and manner required by Chapter 3.61; and WHEREAS, pursuant to the Resolution of Consideration, the City Council directed that a report (the “Amended Report”) be filed, at or before the time of the Public Hearing to reflect the Amended RMA and the expansion of territory where the Improvements shall be located and the Services shall be provided and that the Amended Report shall be made a part of the record of the Public Hearing; and WHEREAS, the Amended Report was timely filed with the City Council; and WHEREAS, at the time and place for the Public Hearing, the City Council opened and held the Public Hearing 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 Amended RMA and the expansion of territory wherein the Improvements may be located and the Services shall be provided, in accordance with the current format of City Council meetings pursuant to the Governor of the State of California’s Executive Order N-29-20; and WHEREAS, all communications relating to the Amended RMA and the expansion of territory wherein the Improvements may be located and the Services shall be provided 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 Amended RMA or the expansion of territory wherein the Improvements may be located and the Services may be provided; and WHEREAS, pursuant to Chapter 3.61 it is necessary that the City Council submit to the qualified electors of the District a proposition (the “Proposition”) to authorize the Amended RMA and to expand territory wherein improvements may be located and services may be provided; and WHEREAS, Chapter 3.61 provides that the election called for the purpose of submitting the Proposition to the qualified electors of the District must be held at least 90 days, but not more than 180 days following the Public Hearing; 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 July 13, 2021 (the “Election Date”) for the purpose of submitting the Proposition to the qualified electors; and WHEREAS, Chapter 3.61 provides that if the Election is to be held less than 125 days following the Public Hearing, 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. 2021-056 Page No. 3 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. Determinations. It is hereby determined by the City Council that: A. All prior proceedings pertaining to the Change Proceedings were valid and taken in conformity with the requirements of the law, and specifically the provisions of Chapter 3.61, and that this finding and determination is made pursuant to the provisions of Chapter 3.61. 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 Amended RMA or the expansion of territory where in the Improvements may be located and the Services may be provided have not been precluded by majority protest pursuant to Chapter 3.61. C. The Change Proceedings conform to the provisions of Chapter 3.61. D. The Registrar of Voters of the County of San Diego has certified that no person is registered to vote within the territory of the District. E. The Amended Report, as submitted by Willdan Financial Services, special tax consultant, shall be made a part of the record of the Public Hearing. SECTION 3. 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 4. Call of Election. The City Council hereby calls and schedules the Election on the Proposition to be held on the Election Date. SECTION 5. Proposition. If the Proposition receives the approval of two-thirds (2/3) or more of the votes cast the changes shall be implemented by the City Council, acting as the legislative body of the District, in a resolution of change, determining that such changes are lawfully authorized, as provided by Chapter 3.61. SECTION 6. The Proposition. The Proposition to be submitted to the qualified electors at the election shall generally be as follows: DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. 2021-056 Page No. 4 PROPOSITION A Shall the measure to amend the Bayfront Project Special Tax Financing District to: (a) increase the maximum special tax levy rate to 5.5% until June 30, 2060, with downward adjustments thereafter, raising an estimated $33,000,000 annually; (b) extend the term of the authorization to levy the special tax until June 30, 2086; (c) expand the territory wherein improvements may be located and services provided; and (d) make minor procedural changes, all as set forth in Resolution No. ---- accompanying this ballot, be approved? Yes _____ No _____ SECTION 7. 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 the Proposition. SECTION 8. 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: 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. 2021-056 Page No. 5 SECTION 9. 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 Proposition, 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 Proposition set forth in Section 6 of this Resolution, and may change the argument until and including April 27, 2021, after which no arguments for or against the Proposition may be submitted to the Election Official. Arguments in favor of or against the Proposition 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 Proposition to the City Attorney. The City Attorney shall prepare an impartial analysis of the Proposition, not to exceed 500 words in length, showing the effect of the Proposition on the existing law and the operation of the Proposition. 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 Proposition 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 Proposition was 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 9 herein shall apply only to the Election and shall then be repealed. SECTION 10. Rebuttals. A. Pursuant to Section 9285 of the Elections Code, when the Election Official has selected the arguments for and against the Proposition 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 May 7, 2021. 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. 2021-056 Page No. 6 B. The provisions of this Section 10 herein shall apply only to the Election and shall then be repealed. SECTION 11. Public Examination. Pursuant to Elections Code Section 9295, the Proposition, 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 12. Additional Election Provisions. The Election shall be subject to the following additional provisions: A. For the Proposition set forth in Section 6, each Landowner who is the owner of record as of the close of the 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. 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. C. The Election Official is authorized and directed to publish the notice of the Election, 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 June 14, 2021 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. 2021-056 Page No. 7 Presented by Approved as to form by Tiffany Allen Glen R. Googins Director of Development Services City Attorney PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 13th day of April 2021 by the following vote: AYES: Councilmembers: Cardenas, 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. 2021-056 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 13th day of April 2021. Executed this 13th day of April 2021. Kerry K. Bigelow, MMC, City Clerk DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A AMENDED AND RESTATED JOINT COMMUNITY FACILITIES AGREEMENT [Chula Vista Bayfront Project Special Tax Financing District] This AMENDED AND RESTATED JOINT COMMUNITY FACILITIES AGREEMENT (“Agreement”) is entered into as of February ___, 2021 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 Joint Community Facilities Agreement dated February 24, 2020 filed in the office of the District Clerk as Document No. 72175 (the “Original JCFA”); and WHEREAS, the City has formed the Bayfront Project Special Tax Financing District (“Financing District”) pursuant to Chapter 3.61 of the City Municipal Code to levy special taxes (“Special Taxes”) to generate special tax revenue (“Special Tax Revenues”) from the Financing District Area (defined below) to pay for the financing or construction of certain public infrastructure improvements and the financing of the construction of a convention center to be located on parcel H-3 of the CVBMP Area (defined below) (“Convention Center”); and WHEREAS, RIDA Chula Vista, LLC (“RIDA”) will construct and finance a resort hotel on parcel H-3 of the CVBMP Area (“Hotel”); and WHEREAS, a map showing the boundaries of the Chula Vista Bayfront Master Plan (“CVBMP”) is attached hereto as Exhibit A (“CVBMP Area”); and WHEREAS, a map showing the boundaries of the Financing District is attached hereto as Exhibit B (“Financing District Area”); and WHEREAS, the Financing District Area includes areas outside the CVBMP Area; and WHEREAS, collection of Special Tax Revenues commenced on July 1, 2020 (“Collection Date”); and WHEREAS, the Parties desire to amend and restate in its totality the Original JCFA as set forth herein; and WHEREAS, the legislative body of each Party has determined that this Agreement will be beneficial to the residents and tenants of and visitors to the Financing District Area. Exhibit ADocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 2 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 commenced on February 24, 2020, the effective date of the Original JCFA, and terminates concurrent with the termination of the Financing District. 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 financing, development, operation, maintenance, and servicing of various improvements, in accordance with agreed upon priorities, all as more particularly set forth herein. 4. Financing District Formation Documents: On November 5, 2019, the City Council of the City of Chula Vista (“City Council”) adopted certain formation documents for the Financing District attached as Exhibit C to the Original JCFA (“Original Financing District Formation Documents”). In connection with this amendment and restatement of the Original JCFA, the City intends to propose certain revisions to the Original Financing District Formation Documents to the City Council at its regularly held Council meeting on February 16, 2021, such revised documents to be, in substantially the form attached hereto as Exhibit C (“Revised Financing District Formation Documents”). If approved by the City Council and the qualified electors in the Financing District, the Revised Financing District Formation Documents will result in a change in the “Maximum Annual Special Tax Rate” set forth in the Financing District Formation Documents from 5% to 5.5%, which change shall be effective following an adoption by the City Council of a revised ordinance levying the Special Taxes at the increased rate; provided that such increase shall not be retroactive to the Collection Date. The District shall have the right to vote in the special election to be called by the City Council with respect to the Revised Financing District Formation Documents and on any future material changes to the Financing District Formation 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) to pay for the financing of the construction of the Convention Center and certain public infrastructure improvements financed through Authority Bonds (defined below) (collectively, the “Priority Improvements”); DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 3 (2) to pay for the construction or the financing of public improvements that are either located within the CVBMP Area or outside the CVBMP Area, but located within the City of Chula Vista, if required as mitigation measures, project design features, or otherwise required in the Project Approvals (defined below) to be performed by the City or the District as required (including obtaining permits and certificate of occupancy) to allow for the Hotel and Convention Center to operate (“Other Improvements”); (3) to pay for the operation, maintenance, servicing and replacement costs of the public infrastructure described in Item Nos. 1 and 2 above, except for the Convention Center (“Priority O&M”); or (4) to pay for the construction or financing of other public improvements as described in Exhibit D that are located in or immediately adjacent to the Financing District Area and that are not Priority Improvements or Other Improvements (“Additional Improvements”), and the operation, maintenance, servicing and replacement costs of any Additional Improvements and other “Authorized Services” as described in Exhibit E (“Additional O&M”). The term “Project Approvals” shall mean the Project EIR (defined below), the Port Master Plan, any Coastal Development Permit, and any agreements related to the CVBMP Area. Upon completion of any of the Priority Improvements, any expansions, replacements, or other capital enhancements to the Priority Improvements shall be treated as “Other Improvements” under the terms of this Agreement. The Priority Improvements, Other Improvements, Additional Improvements, Priority O&M, and Additional O&M may be financed, performed, or constructed by the City, District, RIDA, or a third-party entity. 5.2 Mechanisms for Payment of Special Tax Revenues for Eligible Projects/Services: a. Priority Improvements. Special Tax Revenues dedicated to pay for the financing of the construction of the Priority Improvements shall be disbursed pursuant to agreements between one or more of the District, the City, the Financing District, the Chula Vista Bayfront Facilities Financing Authority (“Authority”) and RIDA. b. Other Improvements and Priority O&M. If the City or District expend their respective funds on the construction of any portion of the Other Improvements or in providing the Priority O&M, 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 Other Improvements or Priority O&M. Such Party may elect to perform the DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 4 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, as and to the extent that Special Tax Revenues become available in accordance with the priorities set forth in Section 5.1, the City shall cause the payment of Special Tax Revenues to such Party in installment payments until such amounts are reimbursed in full pursuant to a separate agreement between the Parties. Each Party shall be reimbursed pro rata based on the total annual amounts expended by each Party for the Other Improvements and Priority O&M, which shall include any amounts accrued and not reimbursed in prior years. c. Additional Improvements & Additional O&M: If the City expends its funds on the construction of any Additional Improvements or in providing the Additional O&M, the City 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 City has completed, or has caused the completion of such Additional Improvements or Additional O&M. The City 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, as and to the extent that Special Tax Revenues become available in accordance with the priorities set forth in Section 5.1, the City shall cause the payment of Special Tax Revenues to the City in installment payments until such amounts are reimbursed in full. 6. Binding: The Parties agree that this Agreement is a binding agreement between the Parties. 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 Priority Improvements, Other Improvements, and Priority O&M (collectively “Special Tax Revenue Projects”) have been analyzed DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 5 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 Additional Improvements and Additional O&M, 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 additional CEQA analysis, if any, necessary 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 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 the Original JCFA. 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 6 [SIGNATURE PAGE TO AMENDED AND RESTATED JOINT COMMUNITY FACILITIES AGREEMENT] IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. APPROVED AS TO FORM AND LEGALITY: GENERAL COUNSEL By: ______________________________ Assistant/Deputy SAN DIEGO UNIFIED PORT DISTRICT, a public corporation By: _____________________________ [________________] CITY OF CHULA VISTA, a chartered municipal corporation By: __________________________ ______________________________ APPROVED AS TO FORM: By: _______________________ Glen R. Googins, City Attorney DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 7 EXHIBIT “A” Depiction of CVBMP Area (to be attached prior to execution.) DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Nature Center parking Harbor and Marinas Chula Vista Bayfront Master Plan Illustrative Locally and State-Approved Land Use Plan by City of Chula Vista and Port of San Diego Park 24 ac Buffer: 25 ac RV Park Industrial Business Park Industrial Business Park North Buffer: 41.1 ac Signature Park: 21 ac Park Seasonal Wetland: 14.7 ac Office Mixed Use/ Commercial Resort Conference Center RV Park/ Campground Hotel/ Cultural Retail Retail (around harbor) Residential Hotel/Office Park Park E STREET F STREET H STREET J STREET v.01/02/13 Interstate 5 Wildlife Reserve Sweetwater Marsh South Bay Salt Ponds Chula Vista Nature Center Park Harbor Park: 25 ac Park Public/ Quasi-Public Mixed Use/ Commercial/ Parking Structure Existing Boat Yard •RV Park/ Campground •25 ft max height •120,000 SF • 44 ft max height •120,000 SF •45 ft max height •Portion of 2,850 hotel rooms allowed between H-3 + H-23 •415,000 SF max conference space •240 ft max hotel structure height •120 ft max conference center height •Portion of 2,850 hotel rooms allowed between H-3 + H-23 •300 ft max height •200,000 SF (cultural/retail) •65 ft max height •225,000 SF •25 ft max height •100,000 SF mixed use/commercial •3,000 space parking garage •155 ft max height •1,500 residential units •25 ft - 45 ft podium heights •70 ft – 200 ft tower heights •15,000 SF retail ground floor •420,000 SF office •250 rooms •130 ft max height •9,500 SF •30 ft max height •237 RV spaces •25 ft max height San Diego Bay L STREET I-5 DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 8 EXHIBIT “B” Depiction of Financing District Area (to be attached prior to execution.) DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Attachment 1DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Attachment 1DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Attachment 1DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Attachment 1DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Attachment 1DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Attachment 1DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 9 EXHIBIT “C” Revised Financing District Formation Documents (to be attached prior to execution.) DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 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 DECLARING ITS INTENTION TO CONSIDER CHANGES TO THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES AUTHORIZED TO BE LEVIED THEREIN AND EXPAND TERRITORY WHEREIN IMPROVEMENTS MAY BE LOCATED AND SERVICES MAY BE PROVIDED WHEREAS, the City Council (the “City Council”) of the City of Chula Vista (the “City”), has previously initiated proceedings, held a public hearing, formed the Bayfront Project Special Tax Financing District (the “District”) by the adoption of Resolution No. 2019-220 on November 19, 2019 (“Resolution No. 2019-220”), conducted an election and received a favorable vote from the qualified electors of the District, authorizing the levy of special taxes in the District, all as authorized pursuant to Chapter 3.61 of the Chula Vista Municipal Code (Chapter 3.61); and WHEREAS, City and the San Diego Unified Port District (the “Port District”) entered into that certain Joint Community Facilities Agreement (Chula Vista Bayfront Project Special Tax Financing District), which is proposed to be amended and restated by the Amended and Restated Joint Community Facilities Agreement on file with the City Clerk and to be approved concurrently with the adoption of this Resolution (the “JCFA”) to set forth the essential terms for the allocation and payment of special tax revenues generated from the District; and WHEREAS, the qualified electors of the District, voting in a special mail ballot election held on February 18, 2020, approved Proposition A which authorized the District to levy special taxes at rates not to exceed 5% of Rent annually charged on Hotel Property and Campsite Property (as such terms are defined Resolution No. 2019-220) within the District pursuant to a rate and method of apportionment of such special taxes (the rate and method of apportionment of special taxes approved shall be referred to as the “Existing RMA”); and WHEREAS, in order to generate additional funds for public improvements and services to be financed by the District, the City Council, acting as the legislative body of the District, has determined that the public convenience and necessity require the City Council to initiate proceedings to consider modifications to the Existing RMA to: (1) increase the maximum rate at which to levy the special tax to 5.5% of Rent annually charged on Hotel Property and Campsite Property and (2) extend the term of the special tax; and WHEREAS, Resolution No. 2019-220 set forth a limitation on territory wherein the Improvements (as defined in Resolution No. 2019-220) could be located and wherein the Services (as defined in Resolution No. 2019-220) could be provided; and WHEREAS, an expansion of the territory wherein the Improvements may be located and the Services may be provided would be beneficial to the residents and tenants of, and visitors to, the District; and WHEREAS, the City Council, acting as the legislative body of the District, has DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. Page 2 determined that the public convenience and necessity require the City Council to initiate proceedings to consider an expansion of the territory wherein the Improvements may be located and the Services may be provided; and WHEREAS, the City Council desires to initiate such proceedings and to set the time and place for a public hearing on this Resolution. 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. Determinations. It is hereby determined by this City Council that public convenience and necessity require modification of the Existing RMA and changes to the territory where the Improvements may be located and the Services may be provided. SECTION 3. Declaration of Intention to Consider the Modifications of the Existing RMA. This City Council hereby declares its intention to consider modification of the Existing RMA so that the rate and method of apportionment of special taxes authorized to be levied within the District reads as set forth in Exhibit A attached hereto and incorporated herein by this reference (the “Amended RMA”). SECTION 4. Declaration of Intention to Consider Expansion to Territory Wherein Improvements May be Located and Services May be Provided. This City Council hereby declares its intention consider an expansion to the territory where Improvements may be located and Services may be provided. The Improvements shall be located, and the Services shall be provided, within or outside the CVBMP (as defined in the JCFA) territory, subject to the priorities established in the JCFA. SECTION 5. Notice of Public Hearing. NOTICE IS GIVEN THAT on April 13, 2021, at the hour of 5:00 o’clock p.m., in the regular meeting place of the City Council being the Council Chambers, City Hall, located at 276 Fourth Avenue, Chula Vista, California, a public hearing will be held where this City Council will consider this Resolution and to consider the approval of the modification of the Existing RMA and the expansion of territory wherein the Improvements shall be located and the Services shall be provided, all as described herein. At the above-mentioned time and place for public hearing any persons interested, including taxpayers and property owners, may appear and be heard, in accordance with the current format of City Council meetings pursuant to the Governor of the State of California’s Executive Order N-29-20, should it still be in effect. The testimony of all interested persons for or against the modification of the Existing RMA or the expansion of territory wherein the Improvements shall be located and the Services shall be provided will be heard and considered. Any protests pertaining to the regularity or sufficiency of the proceedings shall be in writing and clearly set forth the irregularities and defects to which the objection is made. Any written protest not personally presented by the author of such protest at the public hearing shall be filed with the City Clerk of the City (the “City Clerk”) at or before the time fixed for the public hearing. Written protests may be withdrawn in writing at any time before the conclusion of the public hearing. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A If a written majority protest as determined pursuant to Chapter 3.61 is filed against the proposed modification of the Existing RMA, the proposed modification shall be eliminated from the resolution and the proceedings with respect to the modification of the Existing RMA shall be abandoned. If a written majority protest as determined pursuant to Chapter 3.61 is filed against the expansion of territory wherein the Improvements shall be located and the Services shall be provided, the expansion of territory shall be eliminated from the resolution and the proceedings with respect to the expansion of territory wherein the Improvements shall be located and the Services shall be provided shall be abandoned. Notwithstanding the abandonment of the proceedings with respect to the modification of the Existing RMA or the expansion of territory wherein the Improvements shall be located and the Services shall be provided, new proceedings to modify the Existing RMA and expand the territory wherein the Improvements shall be located and the Services shall be provided may be initiated at any time thereafter. The public hearing may be continued from time to time without further notice, but shall be completed within two years of the original hearing date. SECTION 6. Report. A report (the “Report”) was submitted by Willdan Financial Services (“Willdan”), as special tax consultant, at the Establishment Public Hearing (as defined in Resolution No. 2019-220) which contained a brief description of the Improvements and Services by type which would adequately meet the needs of the District and their estimate of the cost of providing those 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 Resolution 2019-220) proposed to be paid for, an estimate of the fair and reasonable cost of such Improvements and such Incidental Expenses. This City Council hereby directs Willdan to amend the Report to reflect the proposed modification of the Existing RMA and the expansion of territory where the Improvements shall be located and the Services shall be provided. Such report shall be made a part of the record of the public hearing to be held pursuant to Section 5 hereof. SECTION 7. Election. If, following the public hearing described in Section 5, the City Council determines to approve the Amended RMA and the expansion of territory wherein the Improvements shall be located and the Services shall be provided, the City Council shall then submit question of levying the special taxes pursuant to the Amended RMA and expanding the territory in which the Improvements shall be located and the Services shall be provided to 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 California 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 8. Publication of Notice. Notice of the time and place of the public hearing shall be given by the City Clerk by causing the publication of a notice of public hearing in the legally designated newspaper of general circulation, such publication pursuant to Section 6061 of the Government Code, with such publication to be completed at least seven (7) days prior to the date set for the public hearing. The City Clerk shall also cause notice to be given by first-class mail to each Landowner of property within the District. Such notice shall be mailed at least 15 days before the public DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Resolution No. Page 4 hearing and shall contain the same information as is required to be contained in the notice published pursuant to the preceding paragraph. Presented by: Approved as to form by: Tiffany Allen Director of Development Services Glen R. Googins City Attorney DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A EXHIBIT A AMENDED RATE AND METHOD OF APPORTIONMENT DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A AMENDED 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 amended rate and method of apportionment of the Special Tax set forth below (the “Amended RMA”). 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, loan 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A “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. “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. “Effective Date” means 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 pursuant to the Amended RMA. “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 Special Tax Rate” means the maximum rate of the Special Tax determined in accordance with Section C below, which may be levied 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 Beginning with Fiscal Year 2020-2021, each Assessor’s Parcel shall be classified as Taxable Property or DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 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 The Maximum Special Tax Rate of the Special Tax authorized to be levied on each Assessor’s Parcel classified as Campsite Property or Hotel Property shall be determined pursuant to Table 1 below. The City Council may, by resolution, levy the Special Tax at a rate less than the Maximum Special Tax Rate, such rate to become effective no sooner than the first day of the first month at least sixty (60) days following the effective date of such resolution. Should the City Council adopt a resolution levying the Special Tax at a rate less than the Maximum Special Tax Rate, such rate shall remain in effect until the City Council adopts a different Special Tax rate by resolution, subject always to the limitations of the Maximum Special Tax Rate. Table 1 Period Beginning Period Ending Maximum Special Tax Rate July 1, 2020 One day prior to Effective Date 5.0% of Rent Effective Date June 30, 2060 5.5% of Rent July 1, 2060 June 30, 2075 2.5% of Rent July 1, 2075 June 30, 2086 1.0% of Rent 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 DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 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 I 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. 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 DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 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 but to no later than June 30, 2086. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A 10 EXHIBIT “D” Description of Additional Improvements (to be attached prior to execution.) DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A Exhibit D 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 E. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A EXHIBIT “E” Description of Authorized Services (to be attached prior to execution.) DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A EXHIBIT E DESCRIPTION OF THE AUTHORIZED SERVICES Authorized Services shall include the operation, maintenance, servicing, and replacement of the authorized Improvements (see Exhibit D), 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 11. Water for the irrigation of any landscaping or the operation or maintenance of any other Improvements. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-1 AMENDED 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 amended rate and method of apportionment of the Special Tax set forth below. (the “Amended RMA”). 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, loan 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. Exhibit BDocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-2 “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. “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. “Effective Date” means 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 pursuant to the Amended RMA. “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%)means the maximum rate of all Rent charged during such Fiscal Yearthe Special Tax determined in accordance with Section C below, which may be levied 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-3 B. CLASSIFICATION OF ASSESSOR’S PARCELS Each Fiscal Year, beginningBeginning 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 The Maximum Special Tax Rate of the Special Tax authorized to be levied on each Assessor’s Parcel classified as Campsite Property or Hotel Property shall be determined pursuant to Table 1 below. The City Council may, by resolution, levy the Special Tax at a rate not to exceedless than the Maximum Annual Special Tax Rate. For each succeeding Fiscal Year,, such rate to become effective no sooner than the Special Tax shall be levied at first day of the same rate asfirst month at least sixty (60) days following the rate levied in the preceding Fiscal Year unlesseffective date of such resolution. Should the City Council shall, adopt a resolution levying the Special Tax at a rate less than the Maximum Special Tax Rate, such rate shall remain in effect until the City Council adopts a different Special Tax rate by resolution adopted by May 31st of the preceding Fiscal Year, levy the Special Tax at a different rate than the rate levied in, subject always to the limitations of the preceding Fiscal Year not to exceed the Maximum Annual Special Tax Rate. Table 1 Period Beginning Period Ending Maximum Special Tax Rate July 1, 2020 One day prior to Effective Date 5.0% of Rent Effective Date June 30, 2060 5.5% of Rent July 1, 2060 June 30, 2075 2.5% of Rent July 1, 2075 June 30, 2086 1.0% of Rent 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-4 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 H otel 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 JI 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. 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 DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-5 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 fullbut to no later than June 30, 2086. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-1 AMENDED 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 amended rate and method of apportionment of the Special Tax set forth below (the “Amended RMA”). 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, loan 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-2 “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. “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. “Effective Date” means 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 pursuant to the Amended RMA. “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 Special Tax Rate” means the maximum rate of the Special Tax determined in accordance with Section C below, which may be levied 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. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-3 B. CLASSIFICATION OF ASSESSOR’S PARCELS 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 The Maximum Special Tax Rate of the Special Tax authorized to be levied on each Assessor’s Parcel classified as Campsite Property or Hotel Property shall be determined pursuant to Table 1 below. The City Council may, by resolution, levy the Special Tax at a rate less than the Maximum Special Tax Rate, such rate to become effective no sooner than the first day of the first month at least sixty (60) days following the effective date of such resolution. Should the City Council adopt a resolution levying the Special Tax at a rate less than the Maximum Special Tax Rate, such rate shall remain in effect until the City Council adopts a different Special Tax rate by resolution, subject always to the limitations of the Maximum Special Tax Rate. Table 1 Period Beginning Period Ending Maximum Special Tax Rate July 1, 2020 One day prior to Effective Date 5.0% of Rent Effective Date June 30, 2060 5.5% of Rent July 1, 2060 June 30, 2075 2.5% of Rent July 1, 2075 June 30, 2086 1.0% of Rent 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 DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-4 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 I 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. 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 DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A C-5 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 but to no later than June 30, 2086. DocuSign Envelope ID: BB3D07D9-4B48-4313-8FF7-1BD61C82762A