Loading...
HomeMy WebLinkAboutReso 2021-028RESOLUTION NO. 2021-028 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A THIRD AMENDED AND RESTATED REVENUE SHARING AGREEMENT BY AND AMONG THE CITY OF CHULA VISTA, THE SAN DIEGO UNIFIED PORT DISTRICT, AND THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY 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 (the “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 are parties to that certain Second Amended and Restated Revenue Sharing Agreement dated September 15, 2020 (the “Second Amended and Restated RSA”); and WHEREAS, the City and District mutually desire to amend and restate the Second Amended and Restated RSA, in the form presented in Exhibit 1 to this resolution. DocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 Resolution No. 2021-028 Page No. 2 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it hereby approves the Third Amended and Restated Revenue Sharing Agreement By and Among the City of Chula Vista, the San Diego Unified Port District, and the Chula Vista Bayfront Facilities Financing Authority, 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 the same. [SIGNATURES ON THE FOLLOWING PAGE] DocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 Resolution No. 2021-028 Page No. 3 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 16th day of February 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. 2021-028 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 16th day of February 2021. Executed this 16th day of February 2021. Kerry K. Bigelow, MMC, City Clerk DocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 1 City of Chula Vista ACN 2021-012 THIRD AMENDED AND RESTATED REVENUE SHARING AGREEMENT By and Among CITY OF CHULA VISTA, SAN DIEGO UNIFIED PORT DISTRICT, and CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY (Chula Vista Resort Hotel, Convention Center and Public Infrastructure Improvements) This Third Amended and Restated Revenue Sharing Agreement (“Agreement”), dated June 28, 2021, is entered into by and among the City of Chula Vista, a chartered municipal corporation (“City”), the San Diego Unified Port District, a public corporation (“District”), and the Chula Vista Bayfront Facilities Financing Authority, a California joint exercise of powers authority (“Authority”). The City, Authority, and District may be individually referred to herein as, a “Party”, and collectively as, the “Parties”. RECITALS WHEREAS, to develop certain portions of the Chula Vista Bayfront (“CVB”) for the benefit of the residents, tenants, and visitors of the CVB, the City and the Dis trict formed the Authority to fund a portion of the costs of a convention center (“Convention Center”) to be located on the CVB and a portion of the costs of certain public infrastructure improvements in the CVB to be constructed during the initial phase of development of the CVB (such public infrastructure improvements being herein referred to as the “Phase 1A Infrastructure Improvements”); and WHEREAS, the Authority will fund such costs through issuance of the Chula Vista Bayfront Facilities Financing Authority Revenue Bonds (Chula Vista Bayfront Convention Center) Series 2021A (Federally Taxable) (the “2021A Bonds”) and Chula Vista Bayfront Facilities Financing Authority Revenue Bonds (Chula Vista Bayfront Convention Center) Series 2021B (Tax-Exempt) (the “2021B Bonds” and, together with the 2021A Bonds, the “Authority 2021 Bonds”); and WHEREAS, the Authority 2021 Bonds will be issued pursuant to the terms of an indenture of trust (“Indenture”) by and between the Authority and the corporate trustee identif ied therein (the “Trustee”); and WHEREAS, it expected that RIDA Chula Vista, LLC (“RIDA”) will finance the construction of a resort hotel (“Hotel”) to be located on the CVB; and WHEREAS, it is expected that RIDA will make payments to the District with respect to the Hotel; and WHEREAS, it is expected that RIDA will make payments to the City, or its assignee, with respect to the Convention Center; and WHEREAS, the District will contribute funds to the repayment of the Authority 2021 Bonds pursuant to a Support Agreement between the Authority and the District (the “Support Agreement”) and the City will contribute funds to repayment of the Authority 2021 Bonds pursuant to a Facility Lease between the Authority and the City; and DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 2 City of Chula Vista ACN 2021-012 WHEREAS, the Bayfront Project Special Tax Financing District (“Special Tax District”) will contribute funds to the repayment of the Authority 2021 Bonds pursuant to a loan agreement between the Special Tax District and the Authority (the “Loan Agreement”); and WHEREAS, the City and the District entered into that certain Revenue Sharing Agreement dated April 24, 2018 and 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 entirety the Original RSA; and WHEREAS, the City and District entered into that certain Second Amended and Restated Revenue Sharing Agreement dated September 15, 2020 and filed in the Office of the District Clerk as Document No. 71855 (the “Second Amended RSA”) that amended and restated in its entirety the Amended RSA; and WHEREAS, the City and the District desire to amend and restate in its entirety the Second Amended RSA as set forth herein to add the Authority as a Party to this Agreement and to describe the funds to be contributed and distributed pursuant to this Agreement. 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 this Agreement commenced on the effective date of the Original RSA, May 7, 2018. Amendment and restatement of the Second Amended RSA as set forth herein shall take effect on the date first set forth abo ve. If the Authority 2021 Bonds are issued, this Agreement shall terminate on the later to occur of the following two dates, which shall be referred to herein as the “Agreement Termination Date”: (i) the first date on which no Authority 2021 Bonds remain Outstanding (as such term is defined in the Indenture); or (ii) thirty-eight (38) years from the date the Authority 2021 Bonds are issued (the “Closing Date”), provided however that in no event shall the term of this Agreement exceed sixty-six (66) years. Prior to the Closing Date, the Parties may, by mutual agreement, terminate this Agreement at any time. If the Authority 2021 Bonds are not issued on or prior to June 30, 2025, then this Agreement shall terminate on July 1, 2025 unless extended or terminated by mutual agreement of the Parties prior thereto. 3. Agreements. This Agreement amends, restates, and supersedes in its entirety the Second Amended RSA. As their interests may appear, the City, the District and the Authority hereby agree as follows: 3.1 Funds and Existing Funds. “Funds” means, collectively, moneys in an amount equivalent to each of the following sources of funds actually received by the City or the District on a yearly basis commencing July 1, 2018: A. District DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 3 City of Chula Vista ACN 2021-012 (i) all funds derived from the following items (a) – (b) (collectively, “Ground Lease Revenues”): (a) those real estate agreements set forth in Exhibit 1 (collectively, 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 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. The City and the Port District acknowledge and agree that a Modified Boundary Lease shall not include the modification of the RV Park Lease (listed on and as defined in Exhibit 1) to include some or all of parcel S-3 or a replacement of the RV Park TUOP (listed on and as defined in Exhibit 1) where RIDA is the tenant. 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 lease payments paid to the District under the Modified Boundary Lease shall be included as Other Ground Leases lease payments 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 Leases 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) less $3,283,970, which is the actual amount of the buyout payment paid solely by the District to Chula Vista Marina, LP, dba Chula Vista Marina ( “RV Park Lessee”) to terminate the lease between the RV Park Lessee and the District (“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 2, 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 DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 4 City of Chula Vista ACN 2021-012 of the City (the “City Manager”) and the Executive Director of the District (the “Executive Director”), without further approval of the Board of Port Commissioners of the District (“District Board”) or City Council of the City (“City Council”); and (ii) the annual payments to be made by the District (the “District Support Payments”) pursuant to the Support Agreement; and (iii) any funds in addition to those specified in (i) and (ii) above committed by the District to the Convention Center or the Phase 1A Infrastructure Improvements (together, the “CVB Public Improvements”) to be applied as Funds in accordance with the terms of this Agreement with the approval of the City Manager and the Executive Director, without further approval of the District Board or the City Council. B. City (i) the transient occupancy taxes levied pursuant to Chula Vista Municipal Code Chapter 3.40, attributable to the Convention Center, the Hotel, the RV Park TUOP (listed on and as defined in Exhibit 1), and the RV Park Lease (listed on and as defined in Exhibit 1) (such transient occupancy taxes, the “TOT”); (ii) that portion of use and sales taxes levied pursuant to the Bradley-Burns Uniform Local Use and Sales Tax Law (California Revenue and Taxation Code Section 7000, et seq.) and allocated to the City pursuant to applicable law attributable to the RV Park Lease, the Convention Center and the Hotel, exclusive of any amount so levied and allocated to the City pursuant to voter approval by the electors of the City, which portion is currently one percent (1%) of taxable transactions (the “Sales Tax”); (iii) incremental ad valorem property tax (including property tax in-lieu of motor vehicle license fees) generated by the Convention Center and Hotel parcels, which is that amount in excess of any ad valorem property tax levied in the fiscal year in which the Authority 2021 Bonds are issued; (iv) an amount equal to $986,625.00, increasing 3% on July 1 of each year, commencing July 1, 2017, which amount is based on the payment made by the District to the City in fiscal year 2016 pursuan t to that certain Municipal Services Agreement No. 88-2012 between the District and the City for the provision of Police, Fire and Emergency Medical Services; (v) special tax proceeds (“Special Tax Revenues”) of the Special Tax District, equal to the annual amount used to repay the Authority under DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 5 City of Chula Vista ACN 2021-012 the Loan Agreement or any other indebtedness of the Special Tax District related to the Authority 2021 Bonds; and (vi) any funds in addition to those specified in (i) through (v) above committed by the City to the CVB Public Improvements to be applied as Funds in accordance with the terms of this Agreement, with the approval of the City Manager and the Executive Director, without further approval of the City Council or the District Board. C. As used herein, “Existing Funds” means, collectively, moneys in an amount equivalent to each of the following sources of funds actually received by the District or the City, as applicable, from and after July 1, 2018: (i) the Ground Lease Revenues; (ii) the TOT attributable to the RV Park TUOP and the RV Park Lease; and (iii) amounts described in Section 3.1(B)(iv). The City and the District shall remit any Existing Funds remaining after any expenditure permitted by Section 3.2 to the Authority by no later than the date the Preliminary Official Statement for the Authority 2021 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 Funds contributed by the City or the District prior to the Contribution Date. The Existing Funds to be contributed by the City and by the District shall not include interest earned by the City or the District on such funds prior to the Contribution Date. Should either the City or the District elect to retain Existing Funds for the period from and after July 1, 2018 to the Contribution Date, such Existing Funds shall be reported as restricted in the audited financial statements included in such Party's Comprehensive Annual Financial Report (“CAFR”), commencing with such Party's CAFR for the fiscal year ended June 30, 2020. Funds received by the Authority on the Contribution Date shall be transferred by the Authority to the Trustee on or prior to the Closing Date as provided in Section 3.3. 3.2 Use of Existing Funds Prior to the Contribution Date. Existing Funds may be expended by the City and the District prior to the Contribution Date pursuant to the following terms: A. The City may deduct amounts reimbursed to RIDA pursuant to that certain Pre- Close Design Reimbursement Agreement, dated September 15, 2020, entered into between the City and RIDA. 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 Phase 1A Infrastructure Improvements based on current schedules of fees adopted by the City for such plan review, permitting, and inspection; DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 6 City of Chula Vista ACN 2021-012 C. The City and the District may deduct design, plan review, permitting, project/construction management, and inspection costs incurred by the City and the District, respectively, for Phase 1A Infrastructure Improvements, memorialized in one or more operating memoranda of the City and the District executed by the City Manager and the Executive Director, without further approval of the City Council or the District Board; D. The District or the City may deduct the cost of any Phase 1A Infrastructure Improvements constructed by or at the direction of RIDA pursuant to that certain Chula Vista Bayfront Project Phase 1A Early Work Implementation and Right of Entry License Agreement, to be entered into among the City, the District, the Authority and RIDA, including without limitation, any cost increases and delay damages, up to the amount of the budget approved by such parties; E. The City and the District 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 City and the District executed by the City Manager and the Executive Director, without further approval of the City Council or the District Board; F. Prior to the deduction of any amounts by the City or by the District pursuant to Section 3.2(A) through Section 3.2(E), the Party desiring to deduct such amount shall submit an accounting of such amounts to the other Part ies and the other Parties shall review the accounting in good faith and approve or reject such accounting within thirty (30) days. If the accounting is approved, such amount shall be deducted from the Existing Funds to be delivered by such Party prior to the Contribution Date. Should the Closing Date for the Authority 2021 Bonds not occur as provided in Section 2, and such date is not extended by mutual agreement of the Parties in accordance with Section 2 of this Agreement, the City and the District shall each prepare an accounting of amounts deducted and approved by such Party from the Existing Funds pursuant to Section 3.2(A) through Section 3.2(E) above (the “Pre-Close Expenses”). Should the Pre-Close Expenses of the City exceed the Pre-Close Expenses of the District, or in the alternative, the Pre-Close Expenses of the District exceed the Pre-Close Expenses of the City, then the Party with the lower Pre-Close Expenses shall make a reimbursement sufficient to equalize the Pre-Close Expenses between the City and the District (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 District and City’s mutual agreement as to the amount of such payment; and G. This Section 3.2 shall survive the termination of this Agree ment. DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 7 City of Chula Vista ACN 2021-012 3.3 Use of Existing Funds Subsequent to the Contribution Date. Any Existing Funds collected by the City and the District subsequent to the transfer of funds on the Contribution Date shall be paid by such Parties to the Authority, for transfer by the Authority to the Trustee on or prior to the Closing Date for application in accordance with the provisions of the Indenture. 3.4 Distribution of Funds Post Closing Date. On and after the Closing Date until the Agreement Termination Date, amounts disbursed by the Trustee to the Authority pursuant to the provisions of the Indenture (the “Residual Revenues”), together with the RIDA Lease Payments (as such term is 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 (“Funding Agreement”) by and among the County, the City, the District and the Authority; then 3. To reimburse the City for 73.6% of the cumulative actual, direct costs incurred by the City to provide fire service within the CVB, which 73.6% reflects amounts for which the City is entitled to reimbursement in addition to any payments the City receives pursuant to any municipal services agreement between the City and the District in effect at the time such reimbursement is being made and which is the proportionate share of costs attributable to the Convention Center and the Hotel and not previously reimbursed to the City or paid through Special Tax Revenues; then 4. To reimburse the City and the District on a proportionate, pro -rata basis, for each Party’s contribution of the Existing Funds, as of the Closing Date; then 5. To reimburse the City and the District on a proportionate, pro -rata basis, for each Party’s contribution of Existing Funds after the Closing Date, continuing to the Agreement Termination Date; then 6. To fund an additional reserve fund or reserve fund insurance policy in the amount of one year’s debt service for the Authority 2021 Bonds; and finally 7. Any Funds remaining after the payments described in numbered items (1) through (6) above will be equally distributed between the City and the District. No interest will accrue with respect to unreimbursed Funds contributed by the City or the District. 3.5 RIDA Lease Payments. Pursuant to a ground lease between the District and RIDA for the Hotel (the “Hotel Ground Lease”) and a sublease between the City and RIDA for the Convention Center (the “Convention Center Sublease”), each to be executed at the Closing Date, RIDA will be obligated to pay to the District and to the City, DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 8 City of Chula Vista ACN 2021-012 respectively, certain payments, which payments, exclusive of the RIDA Parking Payments (as such term is defined in Section 3.8 of this Agreement) and any Advance Rent (as such term is defined in the Convention Center Sublease) are collectively referred to herein as the “RIDA Lease Payments.” Each of the District and City shall remit to the Authority any RIDA Lease Payments such Party actually receives from RIDA within thirty (30) days following the District ’s or City’s receipt of such RIDA Lease Payments. The District’s and City’s obligation to remit the RIDA Lease Payments to the Authority shall cease on the Agreement Termination Date. For purposes of this Agreement, the RIDA Lease Payments shall not be considered Funds. 3.6 Parks. The District and the City have agreed to 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 CVB (the “Park Areas”). The Park Agreement is anticipated to provide as follows: as and when the City collects Parkland Acquisition and Development fees, or other such park related impact fees as may be adopted in the future, from developments in the CVB (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 (such amount being referred to as the “Park Rent”). To the extent that the City pays Park Rent to the District, the District shall contribute the Park Rent actually received to the Authority and the Authority shall use the Park Rent to reimburse the City and the District for O&M Costs actually paid by each of the City and the District, subject to terms of any future implementing agreements entered into by the City, the District and/or the Authority. 3.7 Operations & Maintenance Costs and Transit Plan. A. The City and District agree to generally split the operation and maintenance costs (“O&M Costs”) for the CVB not otherwise maintained by a third party. 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. B. The City and District will split the O&M Costs payable pursuant to that certain Chula Vista Bayfront Master Plan Natural Resources Management Plan filed June 6, 2016 in the Office of the District Clerk as Document No. 65065 that are not the responsibility of a third party (“NRMP Costs”). The NRMP Costs shall be shared equally by the District and the City. C. The City will be responsible for funding a transit plan for the Chula Vista Bayfront Shuttle as defined in the Chula Vista Bayfront Master Plan Public Access Program, filed in the Office of the District Clerk as Document No. 59408, as such document may be amended from time to time (the “Shuttle Transit Plan”). The City will cooperate with the District in good faith to coordinate implementation of the Shuttle Transit Plan with any other transit plan needed for the CVB. The City will also be responsible for funding the implementation of the Shuttle Transit Plan, including capital costs and operational costs of the Chula Vista Bayfront Shuttle, until such time as such DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 9 City of Chula Vista ACN 2021-012 operational costs are borne by other applicable transportation providers or the City and District mutually agree that the Chula Vista Bayfront Shuttle is no longer required. 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 Lease Payments. RIDA is expected to pay to the District a percentage of the gross revenues it receives for the use of parking spaces on the Hotel site and in the parking garage (collectively, the “RIDA Parking Payments”). The District shall deliver to the City fifty percent (50%) of all RIDA Parking Payments the District actually receives from RIDA under the Hotel Ground Lease within thirty (30) days following the District’s receipt of such RIDA Parking Payments. The District’s obligation to remit the RIDA Parking Payments to the City shall cease on the Agreement Termination Date. For purposes of this Agreement, the RIDA Parking Payments shall not be considered Revenues as such term is defined in the Indenture and shall not be considered Funds for purposes of this Agreement. 4. Operating Memoranda. To the extent the City and the District enter into any operating memoranda pursuant to the terms of this Agreement that requires any action(s) be taken by the Authority, the City and the District shall (i) specify in the operating memoranda any instructions that the Authority shall follow upon receipt of the operating me moranda; 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 wi th the instructions set forth in the operating memoranda for any reason, the Authority shall inform the District and the City promptly and to the extent compliance with the instructions requires the adoption of certain administrative rules or procedures or an amendment to the Amended and Restated Joint Exercise of Powers Agreement filed on August 7, 2019 in the Office of the District Clerk as Document No. 70245 (“Authority Incorporation Agreement’) or the Bylaws of the Authority (“Authority Bylaws”), the City and the District, as the sole members of the Authority, shall use good faith efforts to promptly adopt such administrative rules or procedures administratively 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 among the Parties. Notwithstanding the binding nature of this Agreement, the Parties contemplate that future implementing agreements between the City and the District or the Authority, between the District and the Authority and/or among the City, the District and the Authority may be needed to implement or clarify the terms of this Agreement. To that en d, each of the Parties agree to meet and confer in good faith in response to a request by any other Party regarding the implementation or clarification of this Agreement. 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 any Party of any such breach DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 10 City of Chula Vista ACN 2021-012 shall not be construed as a waiver of any succeeding breach of the same or other condition, covenant or promise. In the event of an Event of Default, the non-defaulting Parties may, in their sole and absolute discretion, elect to either: (a) extend the time beyond the cure period set forth in this Section 6 for the defaulting Party to perform the applicable obligation(s) hereunder for a period of time acceptable to the non-defaulting Parties, or (b) proceed with an action or proceeding for specific performance. 7. Remedies. The occurrence of an Event of Default shall give the non -defaulting Parties 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 Authority Incorporation 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, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the City and the District with respect to the subject matter hereof. 10. Drafting Presumption; Review Standard. The Parties acknowledge that this Agreement has been agreed to by all the Parties, that each Party has 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 , District and Authority 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 Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 11 City of Chula Vista ACN 2021-012 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 Mary Casillas Salas Mayor ATTEST: Kerry K. Bigelow, MMC 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 Thomas A. Russell Joe Stuyvesant President/CEO DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 12 City of Chula Vista ACN 2021-012 AUTHORITY: APPROVED AS TO FORM AND LEGALITY: CHULA VISTA BAYFRONT FACILITIES CO-COUNSEL FINANCING AUTHORITY, a California joint exercise of powers authority Glen R. Googins Joe Stuyvesant City of Chula Vista City Attorney Executive Director Thomas A. Russell San Diego Unified Port District General Counsel DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 13 City of Chula Vista ACN 2021-012 Exhibit 1 Listing of Other Ground Leases 1. Amended, Restated and Combined Lease between the San Diego Unified Port District (the "District") and The Marine Group LLC for property at the North Side of G Street at the terminus of both Quay Avenues and Sandpiper Way in Chula Vista, which lease is on file in the Office of the District Clerk as Document No. 54509, as amended and may be amended from time to time . 2. Lease between the District and Chula Vista Marina, LP, dba Chula Vista Marina, for property located at 550 Marina Parkway in Chula Vista which lease is on file in the Office of the District Clerk as Document No. 14244, as amended and may be amended from time to time. 3. Lease between the District and California Yacht Marina-Chula Vista, LLC, for property located at 640 Marina Parkway in Chula Vista which lease is on file in the Office of the District Clerk as Document No. 23924, as amended and may be amended from time to time. 4. Lease between the District and Sun Chula Vista Bayfront RV LLC for property located at 825 E Street in Chula Vista (Costa Vista RV Park) which lease is on file in the Office of the District Clerk as Document No. 70407, as amended and may be amended from time to time (“RV Park Lease”). 5. Tideland Use and Occupancy Permit between the District and Sun Chula Vista Existing Park RV LLC for property located at 460 Sandpiper Way in Chula Vista which tideland use and occupancy permit is on file in the Office of the District Clerk as Docume nt No. 69412, as amended and may be amended from time to time (“RV Park TUOP”). DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073 14 City of Chula Vista ACN 2021-012 Exhibit 2 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 30, 2021. DocuSign Envelope ID: 9F595A0B-B509-4177-AF31-42927429C7FDDocuSign Envelope ID: C9E74E1D-9364-44B7-91E4-17EBE6BCE073