HomeMy WebLinkAbout2024/12/10 Post Agenda Packet 4:00 PM
Date:Tuesday, December 10, 2024, 4:00 p.m.
Location:Council Chambers, 276 Fourth Avenue, Chula Vista, CA
SPECIAL CITY COUNCIL MEETING
Notice is hereby given that the Mayor has called and will convene a special meeting of the City Council at the
time and location stated on this agenda.
Watch live in English and Spanish: chulavistaca.gov/councilmeetings or Cox Ch. 24 (English only). Free
Spanish interpretation is available on-site.
_______________________________________________________________________________________
In-Person Public Comments: Submit a request to speak to City Clerk staff before the close of the public
comment period on the item.
Electronic Public Comments: At chulavistaca.gov/councilmeetings, locate the meeting and click the comment
bubble icon. Select the item and click "Leave Comment." You may also email cityclerk@chulavistaca.gov.
eComments, emails, and other written comments must be received at least three hours before the special
meeting.
Watch Live or Recorded (English and Spanish): Visit chulavistaca.gov/councilmeetings. Click "ES: at the
bottom to switch to Spanish. Closed captioning is available in both languages.
Accessibility: In compliance with the Americans with Disabilities Act, if you need special assistance to
participate in this meeting, please contact the City Clerk’s Office at cityclerk@chulavistaca.gov or (619) 691-
5041. Providing at least 48 hours' notice will help ensure that reasonable arrangements can be made.
Gov. Code § 84308: Parties to any proceeding involving a license, permit, or other entitlement for use pending
before the City Council must disclose any campaign contribution over $250 (aggregated) within the preceding
12 months made by the party, their agent, and those required to be aggregated with their contributions under
Gov. Code § 82015.5. The disclosure must include the amount contributed and the name(s) of the
contributor(s). "G.C. § 84308: Yes" on this agenda indicates that the item is subject to these regulations.
Complete Agenda Packet: The complete agenda packet, including staff reports, draft resolutions and
ordinances, and other backup materials, is available at chulavistaca.gov/councilmeetings or the City Clerk's
Office.
Pages
1.CALL TO ORDER
2.ROLL CALL
3.PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE
4.CONSENT CALENDAR (Items 4.1 through 4.3)
RECOMMENDED ACTION:
City Council approve the recommended action on the below consent calendar items.
4.1 Approve Meeting Minutes 4
RECOMMENDED ACTION:
Approve the minutes dated: December 3, 2024.
4.2 Waive Reading of Text of Resolutions and Ordinances
RECOMMENDED ACTION:
Approve a motion to read only the title and waive the reading of the text of all
resolutions and ordinances at this meeting.
4.3 City Election: Reciting the Fact of the General Municipal Election Held on
November 5, 2024, Declaring the Results, and Other Matters as Provided by Law
14
Report Number: 24-0251
Location: No specific geographic location
Department: City Clerk
G.C. § 84308: No
Environmental Notice: The activity is not a "Project" as defined under Section
15378 of the California Environmental Quality Act State Guidelines; therefore,
pursuant to State Guidelines Section 15060(c)(3) no environmental review is
required.
RECOMMENDED ACTION:
Adopt the resolution reciting the fact of the General Municipal Election held on
November 5, 2024, declaring the results thereof, and other related matters.
5.ACTION ITEMS
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting Page 2 of 331
5.1 Millenia Library Building: Report on Project Construction and Budget, Approve
Non-Binding Letter of Intent with SDSU, Approve Non-Binding Letter of Intent with
Chula Vista Entertainment Complex, LLC, Appropriate Funds and Eliminate
Interfund Loan
62
Report Number: 24-0290
Location: 1775 Millenia Avenue and 1730 Millenia Avenue
Department: City Manager
G.C. § 84308: Yes
Environmental Notice: The Project was adequately covered in previously certified
Final Second Tier Environmental Impact Report (EIR 07-01) – SCH No.
2007041074 for Otay Ranch Eastern Urban Center (EUC) Sectional Planning
Area (SPA) Plan and Tentative Map.
RECOMMENDED ACTION:
Adopt resolutions: A) Approving a Non-Binding Letter of Intent with the Board of
Trustees of the California State University on behalf of San Diego State University
for an approximately 7,100 square foot tenancy in the Millenia Library Building to
support the School of Nursing and Global Campus; B) Approving a Non-Binding
Letter of Intent with Chula Vista Entertainment Complex, LLC for an
approximately 75,000 square foot tenancy in the Millenia Library Building and
exclusive option to purchase Millenia Lot 1; and C) Appropriating funds to
complete construction of the Millenia Library Building and eliminating an interfund
loan between the Trunk Sewer Capital Reserve Fund and the Developer
Contribution (Public Benefit) Fund. (4/5 Vote Required)
6.ADJOURNMENT
to the special City Council meeting on December 10, 2024, at 5:30 p.m. in the Council
Chambers.
Materials provided to the City Council related to an open-session item on this agenda are
available for public review. Please contact the City Clerk at cityclerk@chulavistaca.gov
or (619) 691-5041.
Sign up at www.chulavistaca.gov to receive email notifications when City Council
agendas are published online.
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting Page 3 of 331
City of Chula Vista
Regular City Council Meeting
MINUTES
Date:
Location:
December 3, 2024, 5:00 p.m.
Council Chambers, 276 Fourth Avenue, Chula Vista, CA
Present: Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, Mayor McCann
Also Present: City Manager Kachadoorian, City Attorney Verdugo, City Clerk Bigelow,
Deputy Director of City Clerk Services Turner
Minutes are prepared and ordered to correspond to the agenda.
_____________________________________________________________________
1. CALL TO ORDER
The meeting was called to order at 5:01 p.m.
Councilmember Preciado joined the meeting at 5:22 p.m.
2. ROLL CALL
City Clerk Bigelow called the roll.
3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE
Led by Councilmember Morineau.
4. SPECIAL ORDERS OF THE DAY
4.1 Presentation of a Proclamation Honoring the Chula Vista Hair Salon for
Outstanding Contributions to Sustainability, Innovation, and Community
Leadership
The proclamation was presented.
4.2 Presentation of a Proclamation Celebrating the Eastlake High School Girls
Volleyball Team Upon Winning the San Diego CIF Championship
The proclamation was presented.
4.3 Presentation by Mayor John McCann on the 2024 Starlight Parade Celebration
Mayor McCann and Communications Manager Clock gave a presentation on the
item.
5. CONSENT CALENDAR (Items 5.1 through 5.10)
Councilmember Morineau stated she would abstain from voting on Item 5.10 due to a
potential property-related conflict of interest.
Page 4 of 331
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2024-12-03 City Council Regular Meeting Minutes
Page 2
John Acosta, Chula Vista resident, spoke regarding various topics related to items on the
consent calendar
Jenne Fredrickson, Chula Vista resident, spoke expressing a neutral position on Item 5.3.
Moved by Mayor McCann
Seconded by Deputy Mayor Gonzalez
To approve the recommended actions appearing below consent calendar Items 5.1, 5.2,
and 5.4 through 5.9. The headings were read, text waived. The motion was carried by
the following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Morineau,
Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Moved by Mayor McCann
Seconded by Deputy Mayor Gonzalez
To approve the recommended action appearing below consent calendar Item 5.3. The
heading was read, text waived. The motion was carried by the following vote:
Yes (4): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Morineau,
and Councilmember Preciado
No (1): Mayor McCann
Result, Carried (4 to 1)
Moved by Mayor McCann
Seconded by Deputy Mayor Gonzalez
To approve the recommended action appearing below consent calendar Item 5.10. The
heading was read, text waived. The motion was carried by the following vote:
Yes (4): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember Preciado,
and Mayor McCann
Abstain (1): Councilmember Morineau
Result, Carried (4 to 0)
5.1 Approve Meeting Minutes
Approval of the minutes dated November 12, 2024.
5.2 Waive Reading of Text of Resolutions and Ordinances
Approval of a motion to read only the title and waive the reading of the text of all
resolutions and ordinances at this meeting.
Page 5 of 331
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December 10, 2024 Post Agenda - Special Meeting
2024-12-03 City Council Regular Meeting Minutes
Page 3
5.3 Otay Ranch:Adopt Ordinances to Approve Fourth Amendment to FEIR 02-04,
Amendments to City General Plan, Otay Ranch General Development Plan,
Otay Ranch Freeway Commercial Sectional Planning Area Plan, Zone Change,
Tentative Map, and Development Agreement
Adopt the following Ordinances:
A) Modifying the Otay Ranch Freeway Commercial Planned Community District
Regulations for the Southerly Portion (FC-1) of the Otay Ranch Freeway
Commercial SPA in accordance with the required findings and subject to the
conditions contained therein (Second Reading and Adoption);
B) Changing zoning from commercial to mixed-use residential (Second Reading
and Adoption); and
C) Approving a Development Agreement allowing for the Project to be constructed
in phases, the Community Purpose Facility obligation, Parkland obligation, and a
Public Benefit Contribution. (Second Reading and Adoption)
Item 5.3 headings:
A) ORDINANCE NO. 3583 OF THE CITY OF CHULA VISTA APPROVING
AMENDMENTS TO THE OTAY RANCH FREEWAY COMMERCIAL PLANNED
COMMUNITY DISTRICT REGULATIONS FOR THE SOUTHERLY (FC-1)
PORTION OF THE OTAY RANCH FREEWAY COMMERCIAL SECTIONAL
PLANNING AREA (SECOND READING AND ADOPTION)
B) ORDINANCE NO. 3584 OF THE CITY OF CHULA VISTA APPROVING A ZONE
CHANGE (ZC22-0001) FOR THE OTAY RANCH FREEWAY COMMERCIAL
SECTIONAL PLANNING AREA (SECOND READING AND ADOPTION)
C) ORDINANCE NO. 3585 OF THE CITY OF CHULA VISTA APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND
GENERAL GROWTH PROPERTIES-OTAY RANCH L.P. FOR THE FREEWAY
COMMERCIAL SOUTH PORTION (FC-1) OF THE OTAY RANCH FREEWAY
COMMERCIAL SECTIONAL PLANNING AREA (SECOND READING AND
ADOPTION)
5.4 Annual Report: Fiscal Year 2023/24 Development Impact Fees, the Parkland
Acquisition and Development Fee, Trunk Sewer Capital Reserve Fee, and
Parking In Lieu Fee
Receive the annual report regarding Development Impact Fees, the Parkland
Acquisition and Development Fee, Trunk Sewer Capital Reserve Fee, and Parking
In Lieu Fee for fiscal year 2023/24.
Item 5.4 heading:
Receive the report.
5.5 Board, Commission, and Committee Terms: Accept the Local Appointments
List of Terms Expiring in 2025
Adopt a resolution accepting the 2025 Local Appointments List for board,
commission, and committee terms expiring in calendar year 2025.
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2024-12-03 City Council Regular Meeting Minutes
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Item 5.5 heading:
RESOLUTION NO. 2024-221 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING THE 2025 LOCAL APPOINTMENTS LIST FOR BOARD,
COMMISSION, AND COMMITTEE TERMS EXPIRING IN CALENDAR YEAR 2025
5.6 Animal Sheltering Services: Approve an Agreement Between the City of Chula
Vista and City of National City for Animal Sheltering Services
Adopt a resolution approving an agreement between the City of Chula Vista and City
of National City to provide animal sheltering services for up to 5 years, beginning
July 1, 2024.
Item 5.6 heading:
RESOLUTION NO. 2024-222 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING THE NATIONAL CITY ANIMAL SERVICES AGREEMENT
BETWEEN THE CITY AND CITY OF NATIONAL CITY
5.7 Fee Update: Amend the City-Initiated Tow License Fee and City-Initiated Tow
and Storage Rate Schedule
Adopt resolutions: A) Amending the City-Initiated Tow License Fee and B) City-
Initiated Tow and Storage Rate Schedule.
Item 5.7 headings:
A) RESOLUTION NO. 2024-223 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AMENDING THE CITY-INITIATED TOW LICENSE FEE
B) RESOLUTION NO. 2024-224 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AMENDING THE CITY-INITIATED TOW AND STORAGE RATE SCHEDULE
5.8 Grant Award and Appropriation: Accept and Appropriate Grant Funds from
the California Department of Justice for the Tobacco Grant Program
Adopt a resolution accepting $113,225 in grant funds from the California Department
of Justice, appropriating said funds to the Police Grants Section of the State Grants
Fund for the Tobacco Grant Program and authorizing the City Manager and Chief of
Police to execute a Memorandum of Understanding with the California Department
of Justice. (4/5 Vote Required)
Item 5.8 heading:
RESOLUTION NO. 2024-225 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING FUNDS FROM THE CALIFORNIA DEPARTMENT OF
JUSTICE FOR THE TOBACCO GRANT PROGRAM AND APPROPRIATING
FUNDS THEREFOR (4/5 VOTE REQUIRED)
5.9 Agreements: Approve Amendments to the Legal Services Agreements with
Best Best & Krieger LLP to Provide On-Call and Public Records Act Legal
Services
Adopt a resolution approving amendments to the Legal Services Agreements with
Best Best & Krieger, LLP for on-call and Public Records Act legal services for not-
to-exceed amounts of $400,000 and $300,000, respectively.
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2024-12-03 City Council Regular Meeting Minutes
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Item 5.9 heading:
RESOLUTION NO. 2024-226 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING AMENDMENTS TO THE LEGAL SERVICES AGREEMENTS
FOR ON-CALL AND PUBLIC RECORDS ACT LEGAL SERVICES BETWEEN CITY
AND BEST BEST & KRIEGER LLP
5.10 Grant Award and Appropriation: Accept and Appropriate Grant Funds from the
California Community Foundation for the Kaiser Permanente Operation
Splash Program
Adopt a resolution accepting $93,500 in grant funds from the California Community
Foundation for elementary- aged children learn-to- swim programs with Chula Vista
Elementary School District schools and appropriating funds for that purpose (4/5
Vote Required).
Item 5.10 heading:
RESOLUTION NO. 2024-227 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING FUNDS FROM THE CALIFORNIA COMMUNITY
FOUNDATION FOR THE OPERATION SPLASH ELEMENTARY LEARN TO SWIM
PROGRAM, AMENDING THE FISCAL YEAR 2024-25 BUDGET AND
APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED)
6. PUBLIC COMMENTS
John Acosta, Chula Vista resident, spoke regarding various topics.
Joseph Raso, Chula Vista resident, spoke in opposition to the Tenant Protection
Ordinance.
7. PUBLIC HEARINGS
7.1 Nakano Project: General Plan Amendment, Specific Plan, Tentative Map, and
Reorganization of the Nakano Project, a Residential Project Containing up to
221 Dwelling Units South of Otay Valley River Park and Surrounded by Land
in City of San Diego
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Principal Planner Corley gave a presentation on the item.
Mayor McCann opened the public hearing.
Allen Kashani, representing TriPointe Homes, gave a presentation on the item.
John Acosta, Chula Vista resident, spoke in opposition to the item.
Jenne Fredrickson, Chula Vista resident, spoke regarding the impacts of
homelessness in the area.
There being no further members of the public who wished to speak, Mayor McCann
closed the public hearing.
Moved by Mayor McCann
Seconded by Councilmember Preciado
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2024-12-03 City Council Regular Meeting Minutes
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To adopt Resolution No. 2024-228, the heading was read, text waived. The motion
was carried by the following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 7.1 A headings:
RESOLUTION NO. 2024-228 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA MAKING CERTAIN FINDINGS OF FACT, ADOPTING A STATEMENT OF
OVERRIDING CONSIDERATIONS, AND CERTIFYING ENVIRONMENTAL
IMPACT REPORT EIR22-0001 FOR THE NAKANO PROJECT; APPROVING
AMENDMENTS TO THE CHULA VISTA GENERAL PLAN FOR THE NAKANO
PROJECT (MPA21-0016); ADOPTING THE NAKANO SPECIFIC PLAN (MPA21-
0017); APPROVING A TENTATIVE MAP FOR THE NAKANO PROJECT (PCS21-
0001); APPROVING A PROPERTY TAX EXCHANGE AGREEMENT AND
ANNEXATION AGREEMENT FOR THE NAKANO PROJECT; AND SUPPORTING
THE PROPOSED REORGANIZATION OF THE NAKANO PROJECT SITE FROM
THE CITY OF CHULA VISTA’S JURISDICTION INTO THE JURISDICTION OF THE
CITY OF SAN DIEGO AND AUTHORIZING CERTAIN ACTIONS RELATED
THERETO
Moved by Mayor McCann
Seconded by Councilmember Preciado
To place the below ordinance on first reading, the heading was read, text waived.
The motion was carried by the following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 7.1 B
ORDINANCE OF THE CITY OF CHULA VISTA CHANGING THE ZONING FOR THE
NAKANO PROPERTY (FIRST READING)
7.2 Grant Application and Appropriation: Authorize Submittal of a State of
California Permanent Local Housing Allocation (PLHA) Grant Application,
Approve an Amended Plan, and Appropriate Funds
Notice of the hearing was given in accordance with legal requirements, and the
hearing was held on the date and no earlier than the time specified in the notice.
Principal Management Analyst Gonzalez gave a presentation on the item.
Mayor McCann opened the public hearing.
John Acosta, Chula Vista resident, spoke in opposition to the item.
Jacki Stubbs submitted written comments in opposition to the item.
There being no further members of the public who wished to speak, Mayor McCann
closed the public hearing.
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2024-12-03 City Council Regular Meeting Minutes
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Moved by Mayor McCann
Seconded by Councilmember Chavez
To adopt Resolution Nos. 2024-229 and 2024-230, the headings were read, text
waived. The motion was carried by the following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 7.2 headings:
A) RESOLUTION NO. 2024-229 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AUTHORIZING THE APPLICATION AND AMENDING THE PLHA PLAN FOR
THE PERMANENT LOCAL HOUSING ALLOCATION PROGRAM
B) RESOLUTION NO. 2024-230 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ACCEPTING FUNDS FROM THE STATE OF CALIFORNIA DEPARTMENT
OF HOUSING AND COMMUNITY DEVELOPMENT, AMENDING THE FISCAL
YEAR 2024-25 BUDGET, AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE
REQUIRED)
The meeting was recessed at 6:48 p.m. and resumed at 7:00 p.m.
8. ACTION ITEMS
8.1 Consider Items Removed From the Consent Calendar, if Any
There were none.
8.2 City Employee Benefits: Adopt the 2025 Cafeteria Benefits Plan Reflecting
Health Insurance and Voluntary Insurance Benefits for Eligible City Employees
and a Fourth Amendment to the IAFF Memorandum of Understanding
Human Resources Director Tomlinson gave a presentation on the item.
Moved by Mayor McCann
Seconded by Councilmember Morineau
To adopt Resolution Nos. 2024-231 and 2024-232, the headings were read, text
waived. The motion was carried by the following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 8.2 headings:
A) RESOLUTION NO. 2024-231 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ADOPTING THE CITY OF CHULA VISTA CAFETERIA BENEFITS PLAN
FOR 2025
B) RESOLUTION NO. 2024-232 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA ADOPTING A FOURTH AMENDMENT TO THE 2022-2024 MEMORANDUM
OF UNDERSTANDING BETWEEN THE CITY OF CHULA VISTA AND LOCAL 2180,
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2024-12-03 City Council Regular Meeting Minutes
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INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS, AMENDING MEDICAL
BENEFITS PLANS FOR CALENDAR YEAR 2025
8.3 Financial Report and Appropriation: Accept the Quarterly Financial Report for
the Quarter Ending September 30, 2024 (First Quarter Report) and Appropriate
Funds to Implement Required Budget Adjustments
Finance Director Schoen and Budget and Analysis Manager Prendell gave a
presentation on the item.
Jenne Fredrickson, spoke regarding the budget process.
Moved by Mayor McCann
Seconded by Councilmember Chavez
To adopt Resolution No. 2024-233, the heading was read, text waived. The motion
was carried by the following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 8.3 heading:
RESOLUTION NO. 2024-233 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AMENDING THE FISCAL YEAR 2024-25 BUDGET TO ADJUST FOR
VARIANCES AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED)
8.4 Employee Compensation, Positions and Budget Amendment: Approve
Classification Plan and Compensation Schedule; Position Counts;
Employment Agreement; Revised Compensation Schedule; and Budget
Amendments
City Clerk Bigelow announced that this item involved her employment contract and
to avoid the appearance of impropriety she would leave the dais during discussion
and voting on the item.
Director of Human Resources Tanya Tomlinson gave a presentation of the item and
announced that approval of the item would affect executive compensation.
Jenne Fredrickson spoke in support of the City Clerk contract amendment.
Moved by Mayor McCann
Seconded by Councilmember Preciado
To adopt Resolution No. 2024-234 through 2024-237 and place the ordinance on
first reading, the headings were read, text waived. The motion was carried by the
following vote:
Yes (5): Councilmember Chavez, Deputy Mayor Gonzalez, Councilmember
Morineau, Councilmember Preciado, and Mayor McCann
Result, Carried (5 to 0)
Item 8.4 headings:
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2024-12-03 City Council Regular Meeting Minutes
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A) RESOLUTION NO. 2024-234 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AMENDING THE CLASSIFICATION PLAN AND COMPENSATION
SCHEDULE TO REFLECT (1) THE ADDITION AND DELETION OF POSITION
TITLES AND (2) SALARY ADJUSTMENTS FOR CERTAIN POSITIONS; AND
AMENDING THE AUTHORIZED POSITION COUNT IN VARIOUS DEPARTMENTS
B) RESOLUTION NO. 2024-235 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING THE AMENDED CITY CLERK EMPLOYMENT AGREEMENT
BETWEEN THE CITY AND KERRY BIGELOW
C) RESOLUTION NO. 2024-236 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING THE REVISED FISCAL YEAR 2024-25 COMPENSATION
SCHEDULE EFFECTIVE DECEMBER 13, 2024, AS REQUIRED BY CALIFORNIA
CODE OF REGULATIONS, TITLE 2, SECTION 570.5
D) RESOLUTION NO. 2024-237 OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA AMENDING THE FISCAL YEAR 2024-25 BUDGET AND APPROPRIATING
FUNDS THEREFOR
ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHULA VISTA
MUNICIPAL CODE SECTION 2.05.010 TO ADD THE UNCLASSIFIED POSITION
TITLES OF COMMUNICATIONS OFFICER AND SPECIAL EVENTS
COORDINATOR (FIRST READING) (4/5 VOTE REQUIRED)
9. PUBLIC COMMENTS (CONTINUED)
There were none.
10. CITY MANAGER’S REPORTS
There were none.
11 . MAYOR’S REPORTS
Mayor McCann provided farewell remarks to the outgoing Councilmembers.
12. COUNCILMEMBERS’ REPORTS
Councilmembers Preciado and Chavez provided farewell remarks to the outgoing
Councilmembers
Councilmember Chavez provided an Economic Development Ad Hoc Subcommittee
report.
At the request of Councilmembers Chavez and Gonzalez, there was a consensus of the
City Council to make a referral to the City Manager to return with the recommendations
contained in the memo as a discussion item at a future City Council workshop. The City
Manager responded that she would return to the City Council with the timing for the
workshop.
The following members of the public provided farewell marks to Councilmember Morineau:
Michelle Rodriguez and children
Jenne Fredrickson
Regina Moreno
Deputy Mayor Gonzalez and Councilmember Morineau reflected on their time in office.
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2024-12-03 City Council Regular Meeting Minutes
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13. CITY CLERK'S REPORTS
There were none.
14. CITY ATTORNEY'S REPORTS
There were none.
15. CLOSED SESSION
Pursuant to Resolution No. 13706 and City Council Policy No. 346-03, the City Attorney
maintains official minutes and records of action taken during closed session.
Assistant City Attorney McClurg announced that the City Council would convene in closed
session to discuss the items listed below.
Mayor McCann recessed the meeting at 8:04 p.m. The City Council convened in closed
session at 8:17 p.m., with all members present.
15.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to
Government Code Section 54956.9(d)(1)
Name of case: 1) Arturo Castanares v. City of Chula Vista, San Diego Superior Court,
Case No. 37-2021-00017713-CU-MC-CTL
Action: No Reportable Action
15.2 Conference With Labor Negotiators Pursuant to Government Code Section
54957.6
Agency designated representatives: Maria Kachadoorian, Courtney Chase, Megan
McClurg, Tanya Tomlinson and Sarah Schoen
Employee organization: IAFF, MM/PR, WCE
Action: No Reportable Action
16. ADJOURNMENT
The meeting was adjourned at 9:51 p.m.
Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services
_________________________
Kerry K. Bigelow, MMC, City Clerk
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December 10, 2024
ITEM TITLE
City Election: Reciting the Fact of the General Municipal Election Held on November 5, 2024, Declaring the
Results, and Other Matters as Provided by Law
Report Number: 24-0251
Location: No specific geographic location
Department: City Clerk
G.C. § 84308: No
Environmental Notice: The activity is not a "Project" as defined under Section 15378 of the California
Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no
environmental review is required.
Recommended Action
Adopt the resolution reciting the fact of the General Municipal Election held on November 5, 2024, declaring
the results thereof, and other related matters.
SUMMARY
The Registrar of Voters has transmitted the certified results of the General Municipal Election held on
November 5, 2024. Elections Code Section 10262(b) requires the City Clerk, as the City Elections Official, to
certify the election results to the City Council, which shall adopt a resolution reciting the fact of the election.
ENVIRONMENTAL REVIEW
The Director of Development Services has reviewed the proposed activity for compliance with the California
Environmental Quality Act (CEQA) and has determined that this activity is not a “Project” as defined under
Section 15378 of the State CEQA Guidelines because it will not result in a physical change to the environment;
therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA.
Thus, no environmental review is required
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BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not applicable.
DISCUSSION
The General Municipal Election was held on Tuesday, November 5, 2024, to elect two members of the City
Council to represent Districts 3 and 4, each for a full four-year term that will commence upon taking the oath
of office, and to submit one ballot measure, Measure P, regarding the continuation of half-cent transaction &
use tax, to the electorate.
Elections Code Section 10262(b) requires the City Clerk, as the City Elections Official, to certify the election
results to the City Council, which shall adopt a resolution reciting the fact of the election. The certified results
of the election are attached in Exhibit 1.
The total number of votes received by each candidate and for Measure P is listed below:
Candidate Number of Votes Percentage of Votes Cast
MEMBER OF THE CITY COUNCIL, DISTRICT 3
Michael Inzunza 18,508 68.58%
Leticia Munguia 8,478 31.42%
MEMBER OF THE CITY COUNCIL, DISTRICT 4
Cesar Fernandez 13,401 60.75%
Rudy Ramirez 8,659 39.25%
Measure For Against
MEASURE P (Continuation of half-cent transaction
& use tax)
81,009 (73.40%) 29,361 (26.60%)
DECISION-MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and
consequently, the real property holdings of the City Councilmembers do not create a disqualifying real
property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.).
Staff is not independently aware and has not been informed by any City Councilmember, of any other fact
that may constitute a basis for a decision-maker conflict of interest in this matter
CURRENT-YEAR FISCAL IMPACT
There is no current-year fiscal impact as a result of this action.
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact as a result of this action.
Page 15 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
P a g e | 3
ATTACHMENTS
1. Certified Results of the November 5, 2024 Election
Staff Contact: Audrey Malone, Deputy Director, City Clerk Services and
Kerry K. Bigelow, MMC, City Clerk
Page 16 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA RECITING THE FACT OF THE GENERAL
MUNICIPAL ELECTION HELD IN THIS CITY ON TUESDAY,
NOVEMBER 5, 2024, DECLARING THE RESULTS THEREOF,
AND OTHER MATTERS AS ARE PROVIDED BY LAW
WHEREAS, a General Municipal Election was held and conducted in the City of Chula
Vista, California, on Tuesday, November 5, 2024, as required by law, for the purpose of electing
two members of the City Council to represent Districts 3 and 4, each for a full term, commencing
in December 2024, and for submitting one ballot measure (Measure P) to the electorate; and
WHEREAS, the measure, as stated in the resolution placing it on the ballot, was:
Shall the measure to continue funding City of Chula Vista services
including fixing potholes; keeping streets, sidewalks,
infrastructure, parks, public facilities safe, clean, well-maintained;
repairing aging storm drains; managing traffic congestion; and
removing trash/graffiti from public spaces, by renewing City of
Chula Vista’s half-cent transactions and use tax at the current rate
(no increase), continuing an estimated $37,000,000 annually for
general government use for 10 years, with citizen oversight,
independent audits, and all money locally controlled, be adopted?
YES
NO
WHEREAS, notice of the election was given in time, form, and manner as provided by
law; that voting precincts were properly established; that election officers were appointed and that
in all respects the election was held and conducted and the votes were cast, received and canvassed
and the returns made and declared in time, form and manner as required by the provisions of the
Elections Code of the State of California for the holding of elections in charter cities; and
WHEREAS, pursuant to Resolution No. 2024-054, adopted on April 9, 2024, as amended
by Resolution No. 2024-134, adopted on June 25, 2024, the election was consolidated with the
statewide election, and the San Diego County Registrar of Voters canvassed the returns of the
election and has certified the results to this City Council, the results are received, attached and
made a part hereof as Exhibit 1.
NOW, THEREFORE, BE IT RESOLVED, DECLARED, DETERMINED, AND
ORDERED by the City Council of the City of Chula Vista, that:
1. The whole number of ballots cast in the vote centers except vote-by-mail voter ballots
was 21,097.
That the whole number of vote-by-mail voter ballots cast in the City was 96,832,
making a total of 117,929 votes cast in the City.
Page 17 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Resolution No.
Page 2
2. That the names of the persons voted for at the election for City Councilmember, District 3
are as follows: MICHAEL INZUNZA and LETICIA MUNGUIA.
That the names of the persons voted for at the election for City Councilmember, District 4
are as follows: CESAR FERNANDEZ and RUDY RAMIREZ.
That the measure voted upon at the election is as follows: MEASURE P.
3. That the number of votes given at each precinct and the number of votes given in the City
to each of the persons above named for the respective offices for which the persons were
candidates and for and against the measure were as listed in Exhibit 1, attached to this
Resolution, and incorporated by this reference.
4. The City Council does declare and determine that: MICHAEL INZUNZA was elected as
City Councilmember, District 3 for the full term of four years, to be sworn into office on
December 10, 2024; CESAR FERNANDEZ was elected as City Councilmember, District
4 for the full term of four years, to be sworn into office on December 10, 2024; and that as
a result of the election, a majority of the voters voting on Measure P relating to extending
a ½ cent transactions and use tax for 10 years did vote in favor of it, and that the measure
was carried, and shall be deemed adopted and ratified.
5. The City Clerk shall enter on the records of the City Council of the City a statement of the
results of the election, showing: (1) The whole number of ballots cast in the City; (2) The
names of the persons voted for; (3) The measure voted upon; (4) For what office each
person was voted for; (5) The number of votes at each vote center to each person and for
and against the measure; (6) The total number of votes given to each person, and for and
against the measure.
6. That the City Clerk shall immediately make and deliver to each of the persons so elected a
Certificate of Election signed by the City Clerk and authenticated; that the City Clerk shall
also administer to each person elected the Oath of Office prescribed in the Constitution of
the State of California and shall have them subscribe to it and file it in the office of the City
Clerk. Each and all of the persons so elected shall then be inducted into the respective
office to which they have been elected.
7. That the City Clerk shall certify to the passage and adoption of this resolution and enter it
into the book of the original resolutions.
Presented by Approved as to form by
Kerry K. Bigelow, MMC Marco A. Verdugo
City Clerk, Elections Official City Attorney
Page 18 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
REGISTRAR OF VOTERS
County Operations Center Campus
5600 Overland Avenue, Suite 100, San Diego, California 92123-1278
Telephone: (858) 565-5800 Toll-free: 1 (800) 696-0136 TTY / TDD: (800) 735-2929
Facsimile: (858) 505-7294 Web Address: www.sdvote.com
CYNTHIA L. PAES
Registrar of Voters
SHAWN K. BROM
Assistant Registrar of Voters
December 3, 2024
TO: Andrew Potter
Clerk of the Board of Supervisors
FROM: Cynthia L. Paes
Registrar of Voters
STATEWIDE GENERAL ELECTION NOVEMBER 5, 2024, CERTIFICATION
Enclosed are the certified results for the following election:
Jurisdiction: Statewide General Election
Election Date: November 5, 2024
Please contact my staff at (858) 505-7210 if you have any questions regarding this matter.
Enclosure: Election Results
c: Supervisor Nora Vargas, Chair
Supervisor Terra Lawson-Remer, Vice Chair
Supervisor Joel Anderson
Supervisor Monica Montgomery Steppe
Supervisor Jim Desmond
Ebony N. Shelton, Chief Administrative Officer
Caroline Smith, Assistant Chief Administrative Officer
Brian Albright, Deputy CAO, Finance & General Government Group
County Board of Education
LUEG, Community Groups
Page 19 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Continued:
Incorporated Cities:
Carlsbad
Chula Vista
Coronado
Del Mar
El Cajon
Encinitas
Escondido
Imperial Beach
La Mesa
Lemon Grove
National City
Oceanside
Poway
San Diego
San Marcos
Santee
Vista
Community College Districts:
Grossmont-Cuyamaca
MiraCosta
Palomar
San Diego
Southwestern
Unified School Districts:
Bonsall
Borrego Springs
Carlsbad
Coronado
Oceanside
Poway
Ramona
San Diego
San Marcos
Valley Center-Pauma
Vista
Warner
High School Districts:
Escondido
Fallbrook
Grossmont
Julian
San Dieguito
Sweetwater
Union/Elementary School Districts:
Alpine
Cajon Valley
Cardiff
Chula Vista
Del Mar
Dehesa
Encinitas
Escondido
Fallbrook
Lakeside
Lemon Grove
National
Rancho Santa Fe
San Ysidro
Santee
South Bay
Special Districts:
Borrego Water
Canebrake County Water
Fallbrook Community Planning Group
Grossmont Healthcare
Helix Water
Lakeside Fire Protection
Lakeside Water
Morro Hills Community Services
North County Fire Protection
Olivenhain Municipal Water
Otay Water
Padre Dam Municipal Water
Palomar Health
Pauma Valley Community Services
Rainbow Municipal Water
Rancho Santa Fe Fire Protection
South Bay Water
Sweetwater Community Planning Group
Tri-City Healthcare
Vallecitos Water
Valley Center Community Planning Group
Vista Fire Protection
Vista Irrigation
Page 20 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Page 21 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
PRESIDENT AND VICE PRESIDENT
DEM - KAMALA D. HARRIS / TIM WALZ 841,372 56.93%
REP - DONALD J. TRUMP / JD VANCE 593,270 40.14%
AI - ROBERT F. KENNEDY JR. / NICOLE
SHANAHAN
16,387 1.11%
GRN - JILL STEIN / RUDOLPH WARE 14,207 0.96%
LIB - CHASE OLIVER / MIKE TER MAAT 7,487 0.51%
PF - CLAUDIA DE LA CRUZ / KARINA
GARCIA
5,063 0.34%
Peter Sonski / Lauren Onak 242 0.02%
Total 1,478,028
UNITED STATES SENATOR (Full Term)
DEM - ADAM B. SCHIFF 817,805 56.68%
REP - STEVE GARVEY 625,129 43.32%
Total 1,442,934
UNITED STATES SENATOR (Partial/Unexpired Term)
DEM - ADAM B. SCHIFF 797,127 56.61%
REP - STEVE GARVEY 610,883 43.39%
Total 1,408,010
UNITED STATES REPRESENTATIVE 48TH DISTRICT
SAN DIEGO PORTION ONLY)
REP - DARRELL E. ISSA 142,476 59.09%
DEM - STEPHEN HOULAHAN 98,637 40.91%
Total 241,113
UNITED STATES REPRESENTATIVE 49TH DISTRICT
SAN DIEGO PORTION ONLY)
DEM - MIKE LEVIN 137,469 56.36%
REP - MATT GUNDERSON 106,438 43.64%
Total 243,907
UNITED STATES REPRESENTATIVE 50TH DISTRICT
DEM - SCOTT PETERS 231,836 64.27%
REP - PETER J. BONO 128,859 35.73%
Total 360,695
UNITED STATES REPRESENTATIVE 51ST DISTRICT
DEM - SARA JACOBS 198,835 60.70%
REP - BILL WELLS 128,749 39.30%
Total 327,584
Registered
Voters
Turnout
Total Registration and Turnout 1,983,767 1,503,018
Mail 1,275,304
Vote Centers 227,714
UNITED STATES REPRESENTATIVE 52ND DISTRICT
DEM - JUAN VARGAS 172,217 66.31%
REP - JUSTIN LEE 87,501 33.69%
Total 259,718
STATE SENATOR 39TH DISTRICT
DEM - AKILAH WEBER 266,830 63.01%
REP - BOB DIVINE 156,616 36.99%
Total 423,446
MEMBER OF THE STATE ASSEMBLY 74TH DISTRICT
SAN DIEGO PORTION ONLY)
DEM - CHRIS DUNCAN 65,972 54.78%
REP - LAURIE DAVIES 54,457 45.22%
Total 120,429
MEMBER OF THE STATE ASSEMBLY 75TH DISTRICT
REP - CARL DEMAIO 121,167 57.02%
REP - ANDREW HAYES 91,337 42.98%
Total 212,504
MEMBER OF THE STATE ASSEMBLY 76TH DISTRICT
DEM - DARSHANA PATEL 113,242 54.03%
REP - KRISTIE BRUCE-LANE 96,358 45.97%
Total 209,600
MEMBER OF THE STATE ASSEMBLY 77TH DISTRICT
DEM - TASHA BOERNER 154,202 60.43%
REP - JAMES BROWNE 100,954 39.57%
Total 255,156
MEMBER OF THE STATE ASSEMBLY 78TH DISTRICT
DEM - CHRIS WARD 175,178 100.00%
Total 175,178
MEMBER OF THE STATE ASSEMBLY 79TH DISTRICT
DEM - LASHAE SHARP-COLLINS 79,215 54.03%
DEM - COLIN PARENT 67,390 45.97%
Total 146,605
MEMBER OF THE STATE ASSEMBLY 80TH DISTRICT
DEM - DAVID A. ALVAREZ 113,768 60.97%
REP - MICHAEL W. WILLIAMS 72,836 39.03%
Total 186,604
COUNTY BOARD OF EDUCATION 1ST DISTRICT
GREGG ROBINSON 198,977 100.00%
Total 198,977
Printed: Tuesday, December 3, 2024 12:47 PM Page 1 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 22 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
COUNTY BOARD OF EDUCATION 2ND DISTRICT
GUADALUPE GONZÁLEZ 167,698 100.00%
Total 167,698
COUNTY BOARD OF EDUCATION 4TH DISTRICT
ERIN EVANS 174,253 68.29%
SARAH SONG 80,916 31.71%
Total 255,169
GROSSMONT-CUYAMACA COMMUNITY COLLEGE
DISTRICT GOVERNING BOARD MEMBER TRUSTEE
AREA 4
ELENA ADAMS 22,448 50.67%
LEE QUINN 21,851 49.33%
Total 44,299
MIRACOSTA COMMUNITY COLLEGE DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
5
ANN CROSBIE 16,353 66.34%
ALEXANDER THOMAS WELLS III 8,297 33.66%
Total 24,650
PALOMAR COMMUNITY COLLEGE DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
2
YVETTE MARIE ACOSTA 22,512 52.68%
EDWARD POHLERT 20,221 47.32%
Total 42,733
PALOMAR COMMUNITY COLLEGE DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
4
HOLLY M. HAMILTON-BLEAKLEY 40,092 57.88%
MICHELLE RAINS 19,798 28.58%
AMI ADMIRE 9,376 13.54%
Total 69,266
SAN DIEGO COMMUNITY COLLEGE DISTRICT
MEMBER, BOARD OF TRUSTEES DISTRICT D
MARIAH JAMESON 50,032 74.93%
ANDREW GOMEZ II 16,740 25.07%
Total 66,772
SOUTHWESTERN COMMUNITY COLLEGE DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
2
KRISTINE "KRIS" GALICIA BROWN 17,966 59.48%
ERIKA LOWERY 12,239 40.52%
Total 30,205
BONSALL UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA E
ERIC ORTEGA 798 54.88%
LINDSAY JONES 656 45.12%
Total 1,454
BORREGO SPRINGS UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER
Vote For 3
MARTHA DEICHLER 1,084 41.36%
STEVE DUNN 529 20.18%
STEVE RIEHLE 511 19.50%
PETER KELLNER 497 18.96%
Total 2,621
CARLSBAD UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
2
ALISON EMERY 4,780 62.80%
JEN BELNAP 2,832 37.20%
Total 7,612
CARLSBAD UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
3
LAURA SIAOSI 4,556 52.89%
EJEHAN TURKER 4,058 47.11%
Total 8,614
CORONADO UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER
Vote For 2
RENEE CAVANAUGH 4,339 30.97%
FITZHUGH "FITZ" LEE 4,137 29.53%
BILL SANDKE 3,096 22.10%
SHAWNEE BARTON MERRIMAN 2,438 17.40%
Total 14,010
OCEANSIDE UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
2
ELEANOR EVANS 6,178 51.51%
EMILY ORTIZ WICHMANN 5,815 48.49%
Total 11,993
OCEANSIDE UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
5
MIKE BLESSING 6,354 53.44%
ROSIE HIGUERA 5,536 46.56%
Total 11,890
Printed: Tuesday, December 3, 2024 12:47 PM Page 2 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 23 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
POWAY UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA A
TIM DOUGHERTY 10,063 55.09%
DEVESH VASHISHTHA 8,205 44.91%
Total 18,268
POWAY UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA E
DAVID CHENG 6,528 38.34%
CRAIG POND 6,386 37.51%
CINDY SYTSMA 4,111 24.15%
Total 17,025
RAMONA UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 3
DAWN PERFECT 2,141 60.89%
STEPHANIE COOTER 1,375 39.11%
Total 3,516
RAMONA UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 4
DARYN DRUM 2,423 63.53%
JOHN RAJCIC 1,391 36.47%
Total 3,814
SAN DIEGO UNIFIED SCHOOL DISTRICT MEMBER,
BOARD OF EDUCATION DISTRICT A
SABRINA BAZZO 40,289 50.93%
CRYSTAL TRULL 38,818 49.07%
Total 79,107
SAN DIEGO UNIFIED SCHOOL DISTRICT MEMBER,
BOARD OF EDUCATION DISTRICT D
RICHARD BARRERA 64,671 100.00%
Total 64,671
SAN DIEGO UNIFIED SCHOOL DISTRICT MEMBER,
BOARD OF EDUCATION DISTRICT E
SHARON D. WHITEHURST-PAYNE 49,166 100.00%
Total 49,166
SAN MARCOS UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA A
HEIDI HERRICK 7,047 56.04%
CARLOS ULLOA 5,527 43.96%
Total 12,574
SAN MARCOS UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA B
SARAH AHMAD 7,096 58.98%
BRITTANY BOWER 4,935 41.02%
Total 12,031
SAN MARCOS UNIFIED SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA D
LENA LAUER MEUM 5,949 58.77%
JAIME CHAMBERLIN 4,174 41.23%
Total 10,123
VISTA UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 1
MIKE MARKOV 6,728 51.91%
AMANDA "MANDY" REMMEN 6,234 48.09%
Total 12,962
VISTA UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 4
CIPRIANO VARGAS 3,371 39.06%
FRANK NUNEZ 3,075 35.63%
ZULEMA GOMEZ 2,184 25.31%
Total 8,630
VISTA UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 5
SUE MARTIN 9,540 60.39%
ANTHONY "TJ" CROSSMAN 6,258 39.61%
Total 15,798
WARNER UNIFIED SCHOOL DISTRICT GOVERNING
BOARD MEMBER
Vote For 3
MELISSA KROGH 603 27.41%
MELODY SEES 544 24.73%
GENE DOXEY 533 24.23%
DEBORAH CASTEEL 520 23.64%
Total 2,200
ESCONDIDO UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
3
CHRISTI KNIGHT 7,538 65.36%
CLAY BROWN 3,995 34.64%
Total 11,533
Printed: Tuesday, December 3, 2024 12:47 PM Page 3 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 24 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
ESCONDIDO UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
4
RYAN S. WILLIAMS 7,848 64.66%
DARA CZERWONKA 4,289 35.34%
Total 12,137
FALLBROOK UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
4
OSCAR CARALAMPIO 1,721 60.07%
JOSHUA TILLER 1,144 39.93%
Total 2,865
GROSSMONT UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
1
CHRIS FITE 13,923 43.30%
RANDALL DEAR 10,485 32.61%
DEBRA HARRINGTON 4,614 14.35%
AZURE CHRISAWN 3,132 9.74%
Total 32,154
GROSSMONT UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
2
SCOTT ECKERT 14,768 36.64%
JAY STEIGER 13,645 33.85%
JIM STIERINGER 7,980 19.80%
MARSHA J. CHRISTMAN 3,914 9.71%
Total 40,307
JULIAN UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER
Vote For 2
BRITNI A MUSHET 986 30.37%
MIKE CHARLONNE 738 22.73%
ERIK FLEET 612 18.85%
CAROL M. FRAUSTO 581 17.89%
ADRYENN CANTOR 330 10.16%
Total 3,247
SAN DIEGUITO UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
2
JODIE WILLIAMS 10,126 51.22%
KELLY FRIIS 9,643 48.78%
Total 19,769
SAN DIEGUITO UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
4
MICHAEL ALLMAN 8,990 51.12%
KEVIN SABELLICO 8,595 48.88%
Total 17,585
SWEETWATER UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA 2
ADRIAN E. ARANCIBIA 21,226 56.72%
ANGELICA S. MARTINEZ 16,195 43.28%
Total 37,421
SWEETWATER UNION HIGH SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA 4
RODOLFO "RUDY" LOPEZ 19,192 62.68%
OLGA ESPINOZA 11,426 37.32%
Total 30,618
ALPINE UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER
Vote For 2
ERIKA SIMMONS 5,814 38.34%
TRAVIS LYON 5,355 35.31%
CEE GOULD 2,313 15.25%
JOSEPH PERRICONE 1,682 11.09%
Total 15,164
CAJON VALLEY UNION SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
3 (Short Term)
EMILY "LILY" SCHWORM 3,895 59.66%
DINA POLUS 2,634 40.34%
Total 6,529
CAJON VALLEY UNION SCHOOL DISTRICT
GOVERNING BOARD MEMBER TRUSTEE AREA NO.
5
JIM MILLER 6,888 47.02%
ODAY YOUSIF 4,355 29.73%
ALEX WELLING 3,407 23.26%
Total 14,650
CARDIFF SCHOOL DISTRICT GOVERNING BOARD
MEMBER
Vote For 2
RHEA STEWART 2,997 33.69%
RICHARD BROCCHINI 2,958 33.25%
NANCY ORR 2,941 33.06%
Total 8,896
CHULA VISTA ELEMENTARY SCHOOL DISTRICT
GOVERNING BOARD MEMBER SEAT NO. 2
LUCY UGARTE 80,824 69.85%
SHARMANE ESTOLANO 34,885 30.15%
Total 115,709
Printed: Tuesday, December 3, 2024 12:47 PM Page 4 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 25 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
CHULA VISTA ELEMENTARY SCHOOL DISTRICT
GOVERNING BOARD MEMBER SEAT NO. 4
FRANCISCO TAMAYO 34,227 29.61%
KATE BISHOP 27,681 23.94%
TANYA WILLIAMS 26,232 22.69%
JESUS F. PARTIDA 15,977 13.82%
ZENITH KHAN 11,491 9.94%
Total 115,608
DEL MAR UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER
Vote For 2
GEE WAH MOK 10,885 33.88%
BILL PORTER 9,445 29.40%
DANIELLE ROYBAL 6,700 20.85%
HELEN DOYLE 5,101 15.88%
Total 32,131
DEL MAR UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER (Short Term)
ALAN SCOTT KHOLOS 12,805 66.98%
GENEVIEVE OKADA GOLDSTONE 6,312 33.02%
Total 19,117
ENCINITAS UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER
Vote For 2
MONICA LEE 19,951 35.22%
MARLON TAYLOR 18,466 32.60%
JILLIAN COCAYNE 18,232 32.18%
Total 56,649
ENCINITAS UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER (Short Term)
TOM MORTON 19,053 51.36%
AIMEE SPROUL 18,042 48.64%
Total 37,095
ESCONDIDO UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 3
MARK OLSON 6,563 53.16%
JUAN MANUEL VARGAS 5,783 46.84%
Total 12,346
FALLBROOK UNION ELEMENTARY SCHOOL
DISTRICT GOVERNING BOARD MEMBER TRUSTEE
AREA NO. 2
LIEF HANSEN 1,481 69.30%
LESLIE SOMMERS 656 30.70%
Total 2,137
FALLBROOK UNION ELEMENTARY SCHOOL
DISTRICT GOVERNING BOARD MEMBER TRUSTEE
AREA NO. 4 (Short Term)
MARIA G. MORAN 3,228 50.56%
CONSTANCE FISH 3,156 49.44%
Total 6,384
LAKESIDE UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 2
AUTUMN ELLENSON 2,957 75.24%
TWILA GODLEY 973 24.76%
Total 3,930
NATIONAL SCHOOL DISTRICT GOVERNING BOARD
MEMBER
Vote For 2
CINDY LOPEZ 6,400 30.46%
MICHELLE GATES 5,841 27.80%
MARIA MIRANDA 4,544 21.63%
ROCINA LIZARRAGA 4,223 20.10%
Total 21,008
RANCHO SANTA FE SCHOOL DISTRICT GOVERNING
BOARD MEMBER
Vote For 3
KAREN "KATE" BUTLER 1,511 21.62%
KERRY VINCI 1,395 19.96%
ANNETTE ROSS 1,230 17.60%
MARIA LUONI 742 10.62%
VICTORIA GAMBLE 737 10.55%
JANICE LEE HOLOWKA 720 10.30%
KAREN ESCHRICH 653 9.34%
Total 6,988
SAN YSIDRO SCHOOL DISTRICT GOVERNING
BOARD MEMBER
Vote For 2
ANTONIO MARTINEZ 6,444 37.95%
KENIA PERAZA 3,555 20.94%
JOSE MANUEL DIRCIO 2,319 13.66%
YVETTE OLEA 1,834 10.80%
MARTIN ARIAS 1,646 9.69%
ROSALEAH PALLASIGUE 1,183 6.97%
Total 16,981
SANTEE SCHOOL DISTRICT GOVERNING BOARD
MEMBER SEAT NO. 4
TRACIE THILL 16,446 59.94%
MONIQUE SILVER 10,992 40.06%
Total 27,438
Printed: Tuesday, December 3, 2024 12:47 PM Page 5 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 26 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
SOUTH BAY UNION SCHOOL DISTRICT GOVERNING
BOARD MEMBER TRUSTEE AREA NO. 4 (Short Term)
MANUEL "MANNY" ESPARZA 2,448 57.84%
LIZBETH BECERRA 1,784 42.16%
Total 4,232
MEMBER, BOARD OF SUPERVISORS DISTRICT NO.
1
NORA VARGAS 127,708 62.46%
ALEJANDRO GALICIA 76,761 37.54%
Total 204,469
MEMBER, BOARD OF SUPERVISORS DISTRICT NO.
2
JOEL ANDERSON 155,232 59.81%
GINA JACOBS 104,326 40.19%
Total 259,558
MEMBER, BOARD OF SUPERVISORS DISTRICT NO.
3
TERRA LAWSON-REMER 178,781 56.98%
KEVIN L. FAULCONER 134,991 43.02%
Total 313,772
CITY OF CARLSBAD MEMBER, CITY COUNCIL
DISTRICT NO. 2
KEVIN SHIN 8,414 58.14%
TYLER COLLINS 6,057 41.86%
Total 14,471
CITY OF CARLSBAD MEMBER, CITY COUNCIL
DISTRICT NO. 4
TERESA ACOSTA 9,380 55.53%
GREG DAY 7,511 44.47%
Total 16,891
CITY OF CARLSBAD TREASURER (Short Term)
CHRISTIAN PEACOX 14,877 28.16%
THOMAS KROUSE, JR.13,506 25.56%
GREGORIO KAHN 12,931 24.47%
MICHAEL J. WILLIAMS 11,521 21.81%
Total 52,835
CITY OF CHULA VISTA MEMBER, CITY COUNCIL
DISTRICT NO. 3
MICHAEL INZUNZA 18,508 68.58%
LETICIA MUNGUIA 8,478 31.42%
Total 26,986
CITY OF CHULA VISTA MEMBER, CITY COUNCIL
DISTRICT NO. 4
CESAR FERNANDEZ 13,401 60.75%
RUDY RAMIREZ 8,659 39.25%
Total 22,060
CITY OF CORONADO MAYOR
JOHN DUNCAN 4,124 45.50%
CASEY TANAKA 3,819 42.13%
MIKE DONOVAN 1,121 12.37%
Total 9,064
CITY OF CORONADO MEMBER, CITY COUNCIL
Vote For 2
MARK FLEMING 3,524 22.57%
AMY STEWARD 3,093 19.81%
LAURA WILKINSON SINTON 3,013 19.30%
MARK WARNER 2,555 16.37%
CHRISTINE MOTT 2,187 14.01%
ANDREW GADE 1,240 7.94%
Total 15,612
CITY OF DEL MAR MEMBER, CITY COUNCIL
Vote For 3
TRACY MARTINEZ 1,633 39.56%
JOHN W. SPELICH 1,380 33.43%
DANIEL QUIRK 1,115 27.01%
Total 4,128
CITY OF EL CAJON MEMBER, CITY COUNCIL
DISTRICT NO. 2
MICHELLE METSCHEL 4,636 100.00%
Total 4,636
CITY OF EL CAJON MEMBER, CITY COUNCIL
DISTRICT NO. 3
STEVE GOBLE 5,754 66.95%
COURTNEY HALL 2,840 33.05%
Total 8,594
CITY OF EL CAJON MEMBER, CITY COUNCIL
DISTRICT NO. 4
PHIL ORTIZ 4,823 100.00%
Total 4,823
CITY OF ENCINITAS MAYOR
BRUCE EHLERS 18,311 52.39%
TONY KRANZ 16,638 47.61%
Total 34,949
Printed: Tuesday, December 3, 2024 12:47 PM Page 6 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 27 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
CITY OF ENCINITAS MEMBER, CITY COUNCIL
DISTRICT NO. 1
LUKE SHAFFER 5,329 57.00%
ALLISON BLACKWELL 4,020 43.00%
Total 9,349
CITY OF ENCINITAS MEMBER, CITY COUNCIL
DISTRICT NO. 2
JIM O'HARA 4,109 55.47%
DESTINY PRESTON 3,298 44.53%
Total 7,407
CITY OF ESCONDIDO MEMBER, CITY COUNCIL
DISTRICT NO. 3
CHRISTIAN GARCIA 5,594 60.94%
VERONICA CIGARROA 2,513 27.37%
CHRISTINE SPENCER 1,073 11.69%
Total 9,180
CITY OF ESCONDIDO MEMBER, CITY COUNCIL
DISTRICT NO. 4
JUDY FITZGERALD 10,190 68.42%
RODERICK "ROD" HOWELL 4,704 31.58%
Total 14,894
CITY OF ESCONDIDO TREASURER
DOUGLAS W. SHULTZ 40,680 100.00%
Total 40,680
CITY OF IMPERIAL BEACH MEMBER, CITY COUNCIL
DISTRICT NO. 2
JOHN "JACK" FISHER 1,076 42.56%
MARTIN "MARTY" MATTES 799 31.61%
BEN SWEARINGEN 653 25.83%
Total 2,528
CITY OF IMPERIAL BEACH MEMBER, CITY COUNCIL
DISTRICT NO. 4
MATTHEW LEYBA-GONZALEZ 1,061 68.28%
LINDA KAYE 493 31.72%
Total 1,554
CITY OF LA MESA MEMBER, CITY COUNCIL
Vote For 2
LAUREN CAZARES 12,587 32.22%
GENEVIEVE SUZUKI 11,984 30.68%
KRISTINE C. ALESSIO 11,238 28.77%
SHAWN TOWNSEND 3,253 8.33%
Total 39,062
CITY OF LEMON GROVE MAYOR
ALYSSON SNOW 4,059 39.77%
LIANA LEBARON 3,087 30.25%
RACQUEL VASQUEZ 3,059 29.98%
Total 10,205
CITY OF LEMON GROVE MEMBER, CITY COUNCIL
Vote For 2
JESSYKA HEREDIA 4,494 29.13%
SITIVI "STEVE" FAIAI 4,051 26.26%
GEORGE GASTIL 3,757 24.35%
SETH SMITH 3,127 20.27%
Total 15,429
CITY OF NATIONAL CITY MEMBER, CITY COUNCIL
DISTRICT NO. 2
JOSE RODRIGUEZ 2,578 73.32%
RANDI CASTLE-SALGADO 938 26.68%
Total 3,516
CITY OF NATIONAL CITY MEMBER, CITY COUNCIL
DISTRICT NO. 4
MARCUS BUSH 1,736 43.77%
VICTOR M. ARREOLA 1,509 38.05%
DANIEL PEREZ 721 18.18%
Total 3,966
CITY OF OCEANSIDE MAYOR
ESTHER SANCHEZ 39,100 50.15%
RYAN KEIM 38,868 49.85%
Total 77,968
CITY OF OCEANSIDE MEMBER, CITY COUNCIL
DISTRICT NO. 3
JIMMY FIGUEROA 10,250 47.53%
LAURA BASSETT 8,804 40.82%
TOM DEMOOY 1,679 7.79%
AUSTIN SORENSEN 833 3.86%
Total 21,566
CITY OF OCEANSIDE MEMBER, CITY COUNCIL
DISTRICT NO. 4
PETER WEISS 8,995 45.15%
AMBER KAE NIUATOA 5,810 29.16%
OMAR HASHIMI 5,119 25.69%
Total 19,924
CITY OF OCEANSIDE CITY CLERK
ZEB NAVARRO 62,004 100.00%
Total 62,004
Printed: Tuesday, December 3, 2024 12:47 PM Page 7 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 28 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
CITY OF OCEANSIDE TREASURER
PHYLLIS DOMINGUEZ 24,843 35.32%
VICTOR ROY 23,849 33.90%
JACK FERNANDES 21,654 30.78%
Total 70,346
CITY OF POWAY MEMBER, CITY COUNCIL DISTRICT
NO. 2
TONY BLAIN 2,783 37.84%
VANESSA SPRINGETT 2,515 34.19%
JARED WILSON 2,057 27.97%
Total 7,355
CITY OF POWAY MEMBER, CITY COUNCIL DISTRICT
NO. 4
JENNY C. MAEDA 2,463 50.12%
CAYLIN FRANK 2,451 49.88%
Total 4,914
CITY OF SAN DIEGO MAYOR
TODD GLORIA 317,015 55.35%
LARRY TURNER 255,782 44.65%
Total 572,797
CITY OF SAN DIEGO MEMBER, CITY COUNCIL
DISTRICT NO. 3
STEPHEN WHITBURN 38,344 57.53%
COLEEN CUSACK 28,303 42.47%
Total 66,647
CITY OF SAN DIEGO MEMBER, CITY COUNCIL
DISTRICT NO. 9
SEAN ELO-RIVERA 28,106 60.71%
TERRY HOSKINS 18,189 39.29%
Total 46,295
CITY OF SAN DIEGO CITY ATTORNEY
HEATHER FERBERT 282,912 56.83%
BRIAN MAIENSCHEIN 214,872 43.17%
Total 497,784
CITY OF SAN MARCOS MEMBER, CITY COUNCIL
DISTRICT NO. 3
DANIELLE LEBLANG 5,552 57.09%
ALAN GERACI 4,173 42.91%
Total 9,725
CITY OF SAN MARCOS MEMBER, CITY COUNCIL
DISTRICT NO. 4
ED MUSGROVE 6,846 64.49%
NATASHA ZANDER HILMES 3,769 35.51%
Total 10,615
CITY OF SANTEE MAYOR
JOHN W. MINTO 20,733 77.80%
KELLI L. O'BRIEN 5,917 22.20%
Total 26,650
CITY OF SANTEE MEMBER, CITY COUNCIL
DISTRICT NO. 3
LAURA KOVAL 5,317 100.00%
Total 5,317
CITY OF SANTEE MEMBER, CITY COUNCIL
DISTRICT NO. 4
DUSTIN TROTTER 4,342 62.36%
AUGIE SCALZITTI 2,621 37.64%
Total 6,963
CITY OF VISTA MEMBER, CITY COUNCIL DISTRICT
NO. 2
JEFF FOX 6,047 62.35%
ANTHONY WHITE 3,651 37.65%
Total 9,698
CITY OF VISTA MEMBER, CITY COUNCIL DISTRICT
NO. 3
KATIE MELENDEZ 4,323 55.32%
DENISSE BARRAGAN 3,492 44.68%
Total 7,815
BORREGO WATER DISTRICT MEMBER, BOARD OF
DIRECTORS
Vote For 2
MARTHA DEICHLER 738 37.98%
TAMMY BAKER 505 25.99%
DIANE E. JOHNSON 418 21.51%
PETER KELLNER 282 14.51%
Total 1,943
CANEBRAKE COUNTY WATER DISTRICT MEMBER,
BOARD OF DIRECTORS
Vote For 2
CHRISTOPHER MACDONALD 14 43.75%
MARSHA CAMPBELL 12 37.50%
JERALD BUCHEIT 6 18.75%
Total 32
Printed: Tuesday, December 3, 2024 12:47 PM Page 8 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 29 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
FALLBROOK COMMUNITY PLANNING GROUP
MEMBER, PLANNING GROUP
Vote For 8
ALDO ALVIDRES 11,590 12.14%
ROSS PIKE 11,305 11.84%
THOMAS GERALD HARRINGTON IV 11,146 11.68%
ROY MOOSA 10,448 10.95%
STEPHANI BAXTER 9,922 10.40%
KATHLEEN "KATHIE" MORRIS 9,413 9.86%
LEE J. DE MEO 9,068 9.50%
JIM LOGE 8,786 9.21%
MARK MERVICH 7,946 8.33%
MARK HOYE 5,818 6.10%
Total 95,442
GROSSMONT HEALTHCARE DISTRICT MEMBER,
BOARD OF DIRECTORS ZONE NO. 3
NADIA FARJOOD 23,515 55.69%
BRENDA MILLER 18,711 44.31%
Total 42,226
HELIX WATER DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 3
MARK A. GRACYK 12,434 65.25%
JEANETTE ERICKSON 6,622 34.75%
Total 19,056
LAKESIDE FIRE PROTECTION DISTRICT MEMBER,
BOARD OF DIRECTORS DIVISION NO. 3
JAMES BINGHAM 5,217 83.82%
SANDRA DEAKINS 1,007 16.18%
Total 6,224
LAKESIDE WATER DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 4
STEVE ROBAK 1,609 67.98%
JEANNE SWARINGEN 758 32.02%
Total 2,367
MORRO HILLS COMMUNITY SERVICES DISTRICT
MEMBER, BOARD OF DIRECTORS
Vote For 3
JEFF WALKER 354 28.80%
THOMAS HARRINGTON III 278 22.62%
JEANINE ROSKOS 228 18.55%
BILL WEBER 189 15.38%
CHARLENE WEBER 180 14.65%
Total 1,229
NORTH COUNTY FIRE PROTECTION DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 1
ROSS PIKE 1,559 73.43%
JEANETTE BARRAGAN 564 26.57%
Total 2,123
NORTH COUNTY FIRE PROTECTION DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 4
JEFF EGKAN 4,801 74.03%
JOHN VAN DOORN 1,684 25.97%
Total 6,485
NORTH COUNTY FIRE PROTECTION DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 5
MARK BARTHOLOMEW 4,684 80.23%
SHEILA A. LANCASTER 1,154 19.77%
Total 5,838
OLIVENHAIN MUNICIPAL WATER DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 2
SCOTT MALONI 4,481 58.31%
ERIC K. ARMSTRONG 1,752 22.80%
GREG BARTH 865 11.26%
ERIC T. ANDERSON 587 7.64%
Total 7,685
OLIVENHAIN MUNICIPAL WATER DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 5
NEAL MEYERS 3,968 54.48%
CHRIS CIEPLEY 3,315 45.52%
Total 7,283
OTAY WATER DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 2
DELFINA GONZALEZ 9,537 58.08%
RYAN KEYES 6,883 41.92%
Total 16,420
OTAY WATER DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 5
MARK ROBAK 12,161 58.36%
GREGORY J MARTINEZ 8,676 41.64%
Total 20,837
PADRE DAM MUNICIPAL WATER DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 2
SUZANNE TILL 6,447 61.56%
ROBERT "BOB" T. LLOYD SR.4,026 38.44%
Total 10,473
Printed: Tuesday, December 3, 2024 12:47 PM Page 9 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 30 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
PADRE DAM MUNICIPAL WATER DISTRICT
MEMBER, BOARD OF DIRECTORS DIVISION NO. 4
KIM HALES 5,708 55.75%
IVAN ANDUJAR 4,530 44.25%
Total 10,238
PALOMAR HEALTH MEMBER, BOARD OF
DIRECTORS DIVISION NO. 4
ABBI L. JAHAASKI 10,051 65.31%
LAURA BARRY 5,339 34.69%
Total 15,390
PALOMAR HEALTH MEMBER, BOARD OF
DIRECTORS DIVISION NO. 6
JEFF GRIFFITH 17,683 61.65%
JOE MUGA 9,524 33.20%
GAURAV DHIMAN 1,477 5.15%
Total 28,684
PAUMA VALLEY COMMUNITY SERVICES DISTRICT
MEMBER, BOARD OF DIRECTORS (Short Term)
Vote For 2
LOLO LEVY 271 43.57%
MICHAEL ESPARZA 202 32.48%
BILL COLLIER 149 23.95%
Total 622
RAINBOW MUNICIPAL WATER DISTRICT MEMBER,
BOARD OF DIRECTORS DIVISION NO. 1
LISA HOFFMAN 1,136 52.40%
JULIE JOHNSON 1,032 47.60%
Total 2,168
RAINBOW MUNICIPAL WATER DISTRICT MEMBER,
BOARD OF DIRECTORS DIVISION NO. 3 (Short Term)
GREG IRVINE 1,585 57.24%
CARI DALE 1,184 42.76%
Total 2,769
RANCHO SANTA FE FIRE PROTECTION DISTRICT
MEMBER, BOARD OF DIRECTORS
Vote For 3
NANCY C. HILLGREN 8,089 21.23%
JAMES H. ASHCRAFT 6,826 17.91%
KEVIN BARNARD 6,617 17.36%
ANDREW KRYNEN 5,538 14.53%
RANDALL MALIN 5,528 14.51%
DOUGLAS DILL 5,511 14.46%
Total 38,109
SOUTH BAY WATER DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 5
ELIZABETH COX 5,105 52.95%
JOSIE CALDERON - SCOTT 4,537 47.05%
Total 9,642
SWEETWATER COMMUNITY PLANNING GROUP
MEMBER, PLANNING GROUP
Vote For 8
PATTY O'MARA 3,367 15.27%
JUDITH A. TIEBER 2,607 11.82%
MICHAEL GARROD 2,487 11.28%
FELIX M. FELIX 2,433 11.03%
ELIZABETH LEE STONEHOUSE 2,359 10.70%
PENNI WILSON-NEELY 2,308 10.46%
MARK KUKUCHEK 2,288 10.37%
UWE WERNER 2,178 9.88%
STEPHEN STONEHOUSE 2,028 9.20%
Total 22,055
TRI-CITY HEALTHCARE DISTRICT MEMBER, BOARD
OF DIRECTORS ZONE NO. 1
ADELA IRMA SANCHEZ 16,538 65.77%
ALLEN L NEWSOME 8,609 34.23%
Total 25,147
TRI-CITY HEALTHCARE DISTRICT MEMBER, BOARD
OF DIRECTORS ZONE NO. 5
SHEILA BROWN 15,263 62.12%
AARON J. BYZAK 9,307 37.88%
Total 24,570
TRI-CITY HEALTHCARE DISTRICT MEMBER, BOARD
OF DIRECTORS ZONE NO. 7
NINA CHAYA 16,840 62.63%
VALERIE MITCHELL 10,046 37.37%
Total 26,886
VALLECITOS WATER DISTRICT MEMBER, BOARD
OF DIRECTORS DIVISION NO. 4
JENNIFER KERSCHBAUM 6,354 58.53%
ERIK A. GROSET 4,502 41.47%
Total 10,856
VALLECITOS WATER DISTRICT MEMBER, BOARD
OF DIRECTORS DIVISION NO. 5
TIFFANY BOYD-HODGSON 6,065 61.19%
HENRY "WALLY" SIMPSON 3,846 38.81%
Total 9,911
Printed: Tuesday, December 3, 2024 12:47 PM Page 10 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 31 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
VALLEY CENTER COMMUNITY PLANNING GROUP
MEMBER, PLANNING GROUP
Vote For 8
DELORES CHAVEZ HARMES 5,495 11.35%
DORI RATTRAY 4,639 9.58%
KAREN A. LIEBER 4,514 9.32%
BOB LITTLEJOHN 4,494 9.28%
S. MICHELLE BOTHOF 4,430 9.15%
MARY HOPE L. HODSON 4,268 8.81%
CHRISTOPHER "CHRIS" BARBER 4,025 8.31%
TOM J. STINSON 4,012 8.29%
LISA ADAMS 3,568 7.37%
RANDY LIUAG 3,266 6.75%
PATRICK MALLOY 2,955 6.10%
ANDREW NOLL 2,752 5.68%
Total 48,418
VISTA FIRE PROTECTION DISTRICT MEMBER,
BOARD OF DIRECTORS DIVISION B
ROB FOUGNER 1,496 75.98%
RICHARD TILCH 473 24.02%
Total 1,969
VISTA IRRIGATION DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 2
BYRON L. OLSON 4,856 70.86%
KAREN M. WILCOX 1,997 29.14%
Total 6,853
VISTA IRRIGATION DISTRICT MEMBER, BOARD OF
DIRECTORS DIVISION NO. 5
JO MACKENZIE 5,983 65.98%
BILL HARD 3,085 34.02%
Total 9,068
PROP 2 - PUBLIC SCHOOL AND COMMUNITY
COLLEGE FACILITIES BONDS - Majority-Required to
pass
YES 783,150 55.63%
NO 624,625 44.37%
Total 1,407,775
PROP 3 - RIGHT TO MARRIAGE CONSTITUTIONAL
AMENDMENT - Majority-Required to pass
YES 929,477 65.57%
NO 488,011 34.43%
Total 1,417,488
PROP 4 - SAFE DRINKING WATER, WILDFIRE
PREVENTION AND CLIMATE RISK BONDS - Majority-
Required to pass
YES 811,585 57.27%
NO 605,458 42.73%
Total 1,417,043
PROP 5 - AFFORDABLE HOUSING AND PUBLIC
INFRASTRUCTURE BONDS - 55% Required to pass
NO 806,241 57.58%
YES 594,029 42.42%
Total 1,400,270
PROP 6 - ELIMINATES INVOLUNTARY SERVITUDE
FOR INCARCERATED PERSONS - Majority-Required to
pass
NO 756,244 54.64%
YES 627,728 45.36%
Total 1,383,972
PROP 32 - RAISES MINIMUM WAGE - Majority-
Required to pass
NO 761,603 53.51%
YES 661,731 46.49%
Total 1,423,334
PROP 33 - EXPANDS LOCAL AUTHORITY TO ENACT
RENT CONTROL - Majority-Required to pass
NO 835,944 59.98%
YES 557,730 40.02%
Total 1,393,674
PROP 34 - RESTRICTS SPENDING OF
PRESCRIPTION DRUG REVENUES BY CERTAIN
HEALTH CARE PROVIDERS - Majority-Required to
pass
YES 736,187 55.00%
NO 602,270 45.00%
Total 1,338,457
PROP 35 - PERMANENT FUNDING FOR MEDI-CAL
HEALTH CARE SERVICES - Majority-Required to pass
YES 908,009 65.77%
NO 472,535 34.23%
Total 1,380,544
PROP 36 - ALLOWS FELONY CHARGES AND
INCREASES SENTENCES FOR CERTAIN CRIMES -
Majority-Required to pass
YES 912,939 65.27%
NO 485,821 34.73%
Total 1,398,760
Printed: Tuesday, December 3, 2024 12:47 PM Page 11 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 32 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
COUNTY OF SAN DIEGO - MEASURE G - Majority-
Required to pass
NO 701,639 50.46%
YES 688,922 49.54%
Total 1,390,561
CITY OF CARLSBAD - MEASURE B - Majority-Required
to pass
YES 32,759 53.06%
NO 28,981 46.94%
Total 61,740
CITY OF CHULA VISTA - MEASURE P - Majority-
Required to pass
YES 81,009 73.40%
NO 29,361 26.60%
Total 110,370
CITY OF DEL MAR - MEASURE M - Majority-Required
to pass
YES 1,866 71.52%
NO 743 28.48%
Total 2,609
CITY OF DEL MAR - MEASURE A - Majority-Required to
pass
YES 1,652 66.24%
NO 842 33.76%
Total 2,494
CITY OF EL CAJON - MEASURE J - Majority-Required
to pass
YES 22,631 67.97%
NO 10,663 32.03%
Total 33,294
CITY OF ENCINITAS - MEASURE K - Majority-Required
to pass
NO 18,884 51.91%
YES 17,492 48.09%
Total 36,376
CITY OF ESCONDIDO - MEASURE I - Majority-
Required to pass
YES 32,802 61.12%
NO 20,863 38.88%
Total 53,665
CITY OF LA MESA - MEASURE L - Majority-Required to
pass
YES 23,073 81.37%
NO 5,284 18.63%
Total 28,357
CITY OF LEMON GROVE - MEASURE T - Majority-
Required to pass
YES 7,503 71.59%
NO 2,977 28.41%
Total 10,480
CITY OF NATIONAL CITY - MEASURE R - Majority-
Required to pass
NO 10,145 66.15%
YES 5,192 33.85%
Total 15,337
CITY OF OCEANSIDE - MEASURE X - Majority-
Required to pass
YES 55,360 69.67%
NO 24,104 30.33%
Total 79,464
CITY OF POWAY - MEASURE H - Majority-Required to
pass
NO 17,880 68.66%
YES 8,163 31.34%
Total 26,043
CITY OF SAN DIEGO - MEASURE C - Majority-
Required to pass
YES 264,086 67.47%
NO 127,314 32.53%
Total 391,400
CITY OF SAN DIEGO - MEASURE D - Majority-
Required to pass
YES 375,039 72.32%
NO 143,549 27.68%
Total 518,588
CITY OF SAN DIEGO - MEASURE E - Majority-Required
to pass
NO 288,446 50.31%
YES 284,940 49.69%
Total 573,386
Printed: Tuesday, December 3, 2024 12:47 PM Page 12 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 33 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
CITY OF SAN MARCOS - MEASURE Q - Majority-
Required to pass
YES 24,411 60.44%
NO 15,977 39.56%
Total 40,388
CITY OF SANTEE - MEASURE S - Majority-Required to
pass
NO 14,992 52.30%
YES 13,675 47.70%
Total 28,667
SAN DIEGO COMMUNITY COLLEGE DISTRICT -
MEASURE HH - 55% Required to pass
BONDS - YES 256,983 60.64%
BONDS - NO 166,782 39.36%
Total 423,765
SOUTHWESTERN COMMUNITY COLLEGE DISTRICT
MEASURE SW - 55% Required to pass
BONDS - YES 108,970 59.03%
BONDS - NO 75,636 40.97%
Total 184,606
BONSALL UNIFIED SCHOOL DISTRICT - MEASURE V
55% Required to pass
BONDS - NO 5,536 51.96%
BONDS - YES 5,119 48.04%
Total 10,655
RAMONA UNIFIED SCHOOL DISTRICT - MEASURE
GG - 55% Required to pass
BONDS - NO 10,139 54.51%
BONDS - YES 8,460 45.49%
Total 18,599
SAN MARCOS UNIFIED SCHOOL DISTRICT -
MEASURE JJ - 55% Required to pass
BONDS - YES 32,919 57.77%
BONDS - NO 24,064 42.23%
Total 56,983
VALLEY CENTER-PAUMA UNIFIED SCHOOL
DISTRICT - MEASURE SS - 55% Required to pass
BONDS - NO 7,243 53.00%
BONDS - YES 6,422 47.00%
Total 13,665
WARNER UNIFIED SCHOOL DISTRICT - MEASURE
TT - 55% Required to pass
BONDS - YES 716 63.36%
BONDS - NO 414 36.64%
Total 1,130
FALLBROOK UNION HIGH SCHOOL DISTRICT -
MEASURE BB - 55% Required to pass
BONDS - NO 10,870 50.25%
BONDS - YES 10,761 49.75%
Total 21,631
SWEETWATER UNION HIGH SCHOOL DISTRICT -
MEASURE RR - 55% Required to pass
BONDS - YES 107,629 61.14%
BONDS - NO 68,400 38.86%
Total 176,029
ALPINE UNION SCHOOL DISTRICT - MEASURE U -
55% Required to pass
BONDS - NO 6,356 60.63%
BONDS - YES 4,127 39.37%
Total 10,483
CAJON VALLEY UNION SCHOOL DISTRICT -
MEASURE W - 55% Required to pass
BONDS - YES 31,992 52.30%
BONDS - NO 29,182 47.70%
Total 61,174
CHULA VISTA ELEMENTARY SCHOOL DISTRICT -
MEASURE AA - 55% Required to pass
BONDS - YES 76,517 61.72%
BONDS - NO 47,459 38.28%
Total 123,976
DEHESA SCHOOL DISTRICT - MEASURE Y - 55%
Required to pass
BONDS - NO 774 60.28%
BONDS - YES 510 39.72%
Total 1,284
ENCINITAS UNION SCHOOL DISTRICT - MEASURE Z
55% Required to pass
BONDS - YES 24,167 56.84%
BONDS - NO 18,347 43.16%
Total 42,514
Printed: Tuesday, December 3, 2024 12:47 PM Page 13 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 34 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
LEMON GROVE SCHOOL DISTRICT - MEASURE CC -
55% Required to pass
BONDS - YES 8,445 62.54%
BONDS - NO 5,058 37.46%
Total 13,503
LEMON GROVE SCHOOL DISTRICT - MEASURE EE -
55% Required to pass
BONDS - YES 8,743 64.49%
BONDS - NO 4,814 35.51%
Total 13,557
SAN YSIDRO SCHOOL DISTRICT - MEASURE KK -
55% Required to pass
BONDS - YES 3,554 63.91%
BONDS - NO 2,007 36.09%
Total 5,561
SAN YSIDRO SCHOOL DISTRICT - MEASURE LL -
55% Required to pass
BONDS - YES 3,537 63.36%
BONDS - NO 2,045 36.64%
Total 5,582
SAN YSIDRO SCHOOL DISTRICT - MEASURE MM -
55% Required to pass
BONDS - YES 4,977 77.95%
BONDS - NO 1,408 22.05%
Total 6,385
SANTEE SCHOOL DISTRICT - MEASURE NN - 55%
Required to pass
BONDS - YES 15,580 52.38%
BONDS - NO 14,167 47.62%
Total 29,747
SOUTH BAY UNION SCHOOL DISTRICT - MEASURE
PP - 55% Required to pass
BONDS - YES 16,034 66.00%
BONDS - NO 8,259 34.00%
Total 24,293
SOUTH BAY UNION SCHOOL DISTRICT - MEASURE
QQ - 55% Required to pass
BONDS - YES 16,523 67.64%
BONDS - NO 7,906 32.36%
Total 24,429
Printed: Tuesday, December 3, 2024 12:47 PM Page 14 of 14
Presidential General Election
County of San Diego
November 5, 2024
Official Results
San Diego Portion Only)
Page 35 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA MEMBER,
CITY COUNCIL DISTRICT NO. 3
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1607-525000-CHULA VISTA Vote Centers 1317 180 13.67 %99 43
1607-525000-CHULA VISTA Mail 1317 776 58.92 %472 186
1607-525000-CHULA VISTA Total 1317 956 72.59 %571 229
1608-525010-CHULA VISTA Vote Centers 851 99 11.63 %63 22
1608-525010-CHULA VISTA Mail 851 472 55.46 %280 131
1608-525010-CHULA VISTA Total 851 571 67.10 %343 153
1609-525020-CHULA VISTA Vote Centers 1348 192 14.24 %113 54
1609-525020-CHULA VISTA Mail 1348 713 52.89 %436 194
1609-525020-CHULA VISTA Total 1348 905 67.14 %549 248
1610-525030-CHULA VISTA Vote Centers 1445 257 17.79 %139 52
1610-525030-CHULA VISTA Mail 1445 806 55.78 %482 215
1610-525030-CHULA VISTA Total 1445 1063 73.56 %621 267
1611-525040-CHULA VISTA Vote Centers 1339 277 20.69 %160 70
1611-525040-CHULA VISTA Mail 1339 650 48.54 %400 169
1611-525040-CHULA VISTA Total 1339 927 69.23 %560 239
1615-525220-CHULA VISTA Vote Centers 1608 252 15.67 %133 76
1615-525220-CHULA VISTA Mail 1608 876 54.48 %523 252
1615-525220-CHULA VISTA Total 1608 1128 70.15 %656 328
1616-525230-CHULA VISTA Vote Centers 1078 192 17.81 %97 57
1616-525230-CHULA VISTA Mail 1078 631 58.53 %392 154
1616-525230-CHULA VISTA Total 1078 823 76.35 %489 211
1617-525232-CHULA VISTA Vote Centers 1420 207 14.58 %110 59
1617-525232-CHULA VISTA Mail 1420 713 50.21 %369 223
1617-525232-CHULA VISTA Total 1420 920 64.79 %479 282
1666-531010-CHULA VISTA Vote Centers 1606 129 8.03 %63 49
1666-531010-CHULA VISTA Mail 1606 1038 64.63 %650 251
1666-531010-CHULA VISTA Total 1606 1167 72.67 %713 300
1667-531040-CHULA VISTA Vote Centers 1125 105 9.33 %61 31
1667-531040-CHULA VISTA Mail 1125 703 62.49 %451 166
1667-531040-CHULA VISTA Total 1125 808 71.82 %512 197
1668-531050-CHULA VISTA Vote Centers 1571 213 13.56 %117 55
1668-531050-CHULA VISTA Mail 1571 877 55.82 %475 242
1668-531050-CHULA VISTA Total 1571 1090 69.38 %592 297
1675-531720-CHULA VISTA Vote Centers 1349 211 15.64 %108 69
1675-531720-CHULA VISTA Mail 1349 704 52.19 %377 214
1675-531720-CHULA VISTA Total 1349 915 67.83 %485 283
1676-531730-CHULA VISTA Vote Centers 627 67 10.69 %34 17
1676-531730-CHULA VISTA Mail 627 379 60.45 %246 86
1676-531730-CHULA VISTA Total 627 446 71.13 %280 103
1677-531740-CHULA VISTA Vote Centers 1613 194 12.03 %106 43
1677-531740-CHULA VISTA Mail 1613 976 60.51 %624 246
1677-531740-CHULA VISTA Total 1613 1170 72.54 %730 289
1678-531870-CHULA VISTA Vote Centers 1345 112 8.33 %70 28
1678-531870-CHULA VISTA Mail 1345 829 61.64 %473 242
1678-531870-CHULA VISTA Total 1345 941 69.96 %543 270
1679-531890-CHULA VISTA Vote Centers 1327 189 14.24 %112 46
1679-531890-CHULA VISTA Mail 1327 745 56.14 %483 189
1679-531890-CHULA VISTA Total 1327 934 70.38 %595 235
1680-531940-CHULA VISTA Vote Centers 1602 170 10.61 %104 35
1680-531940-CHULA VISTA Mail 1602 1044 65.17 %637 238
Printed: Wednesday, December 4, 2024 3:28 PM Page 1 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 36 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA MEMBER,
CITY COUNCIL DISTRICT NO. 3
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1680-531940-CHULA VISTA Total 1602 1214 75.78 %741 273
1681-531960-CHULA VISTA Vote Centers 1508 216 14.32 %132 45
1681-531960-CHULA VISTA Mail 1508 908 60.21 %591 196
1681-531960-CHULA VISTA Total 1508 1124 74.54 %723 241
1685-532050-CHULA VISTA Vote Centers 1459 159 10.90 %88 47
1685-532050-CHULA VISTA Mail 1459 825 56.55 %511 207
1685-532050-CHULA VISTA Total 1459 984 67.44 %599 254
1687-532070-CHULA VISTA Vote Centers 1537 145 9.43 %84 42
1687-532070-CHULA VISTA Mail 1537 994 64.67 %593 254
1687-532070-CHULA VISTA Total 1537 1139 74.11 %677 296
1694-532220-CHULA VISTA Vote Centers 1089 128 11.75 %72 37
1694-532220-CHULA VISTA Mail 1089 624 57.30 %374 188
1694-532220-CHULA VISTA Total 1089 752 69.05 %446 225
1695-532230-CHULA VISTA Vote Centers 1099 135 12.28 %77 32
1695-532230-CHULA VISTA Mail 1099 603 54.87 %352 171
1695-532230-CHULA VISTA Total 1099 738 67.15 %429 203
1696-532270-CHULA VISTA Vote Centers 1740 355 20.40 %171 110
1696-532270-CHULA VISTA Mail 1740 910 52.30 %529 253
1696-532270-CHULA VISTA Total 1740 1265 72.70 %700 363
1702-532480-CHULA VISTA Vote Centers 1347 189 14.03 %99 48
1702-532480-CHULA VISTA Mail 1347 749 55.61 %434 206
1702-532480-CHULA VISTA Total 1347 938 69.64 %533 254
1718-533050-CHULA VISTA Vote Centers 1574 215 13.66 %124 62
1718-533050-CHULA VISTA Mail 1574 816 51.84 %502 210
1718-533050-CHULA VISTA Total 1574 1031 65.50 %626 272
1719-533070-CHULA VISTA Vote Centers 1697 228 13.44 %122 77
1719-533070-CHULA VISTA Mail 1697 999 58.87 %604 257
1719-533070-CHULA VISTA Total 1697 1227 72.30 %726 334
1720-533110-CHULA VISTA Vote Centers 1551 177 11.41 %101 48
1720-533110-CHULA VISTA Mail 1551 950 61.25 %587 239
1720-533110-CHULA VISTA Total 1551 1127 72.66 %688 287
1721-533120-CHULA VISTA Vote Centers 1307 221 16.91 %113 72
1721-533120-CHULA VISTA Mail 1307 743 56.85 %423 212
1721-533120-CHULA VISTA Total 1307 964 73.76 %536 284
1722-533130-CHULA VISTA Vote Centers 996 160 16.06 %82 51
1722-533130-CHULA VISTA Mail 996 567 56.93 %329 143
1722-533130-CHULA VISTA Total 996 727 72.99 %411 194
1724-533200-CHULA VISTA Vote Centers 1703 285 16.74 %155 74
1724-533200-CHULA VISTA Mail 1703 843 49.50 %433 284
1724-533200-CHULA VISTA Total 1703 1128 66.24 %588 358
1725-533220-CHULA VISTA Vote Centers 1379 192 13.92 %90 65
1725-533220-CHULA VISTA Mail 1379 749 54.31 %416 239
1725-533220-CHULA VISTA Total 1379 941 68.24 %506 304
1726-533240-CHULA VISTA Vote Centers 1034 132 12.77 %75 41
1726-533240-CHULA VISTA Mail 1034 619 59.86 %354 178
1726-533240-CHULA VISTA Total 1034 751 72.63 %429 219
1728-533430-CHULA VISTA Vote Centers 980 203 20.71 %108 52
1728-533430-CHULA VISTA Mail 980 524 53.47 %321 133
1728-533430-CHULA VISTA Total 980 727 74.18 %429 185
8714-999714-VBM-AV Vote Centers 1 0 0.00 %
Printed: Wednesday, December 4, 2024 3:28 PM Page 2 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 37 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA MEMBER,
CITY COUNCIL DISTRICT NO. 3
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8714-999714-VBM-AV Mail 1 1 100.00 %1
8714-999714-VBM-AV Total 1 1 100.00 %1
8715-999715-VBM-AV Vote Centers 0 0
8715-999715-VBM-AV Mail 0 0
8715-999715-VBM-AV Total 0 0
8716-999716-VBM-AV Vote Centers 0 0
8716-999716-VBM-AV Mail 0 0
8716-999716-VBM-AV Total 0 0
8717-999717-VBM-AV Vote Centers 0 0
8717-999717-VBM-AV Mail 0 0
8717-999717-VBM-AV Total 0 0
8718-999718-VBM-AV Vote Centers 3 0 0.00 %
8718-999718-VBM-AV Mail 3 2 66.67 %2
8718-999718-VBM-AV Total 3 2 66.67 %2
8719-999719-VBM-AV Vote Centers 1 0 0.00 %
8719-999719-VBM-AV Mail 1 1 100.00 %1
8719-999719-VBM-AV Total 1 1 100.00 %1
Total - Vote Centers 44576 6186 13.88 %3382 1709
Total - Mail 44576 25359 56.89 %15126 6769
Contest Total 44576 31545 70.77 %18508 8478
Printed: Wednesday, December 4, 2024 3:28 PM Page 3 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 38 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA MEMBER,
CITY COUNCIL DISTRICT NO. 4
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1613-525140-CHULA VISTA Vote Centers 1667 234 14.04 %125 76
1613-525140-CHULA VISTA Mail 1667 717 43.01 %426 219
1613-525140-CHULA VISTA Total 1667 951 57.05 %551 295
1652-529520-CHULA VISTA Vote Centers 1538 217 14.11 %119 70
1652-529520-CHULA VISTA Mail 1538 680 44.21 %399 215
1652-529520-CHULA VISTA Total 1538 897 58.32 %518 285
1655-529810-CHULA VISTA Vote Centers 1484 182 12.26 %107 41
1655-529810-CHULA VISTA Mail 1484 631 42.52 %381 184
1655-529810-CHULA VISTA Total 1484 813 54.78 %488 225
1656-529820-CHULA VISTA Vote Centers 1572 201 12.79 %109 62
1656-529820-CHULA VISTA Mail 1572 748 47.58 %394 275
1656-529820-CHULA VISTA Total 1572 949 60.37 %503 337
1657-530300-CHULA VISTA Vote Centers 1677 209 12.46 %104 67
1657-530300-CHULA VISTA Mail 1677 829 49.43 %384 349
1657-530300-CHULA VISTA Total 1677 1038 61.90 %488 416
1658-530400-CHULA VISTA Vote Centers 1205 139 11.54 %66 55
1658-530400-CHULA VISTA Mail 1205 702 58.26 %324 307
1658-530400-CHULA VISTA Total 1205 841 69.79 %390 362
1659-530500-CHULA VISTA Vote Centers 816 104 12.75 %47 37
1659-530500-CHULA VISTA Mail 816 409 50.12 %201 168
1659-530500-CHULA VISTA Total 816 513 62.87 %248 205
1660-530510-CHULA VISTA Vote Centers 1034 103 9.96 %46 37
1660-530510-CHULA VISTA Mail 1034 562 54.35 %312 186
1660-530510-CHULA VISTA Total 1034 665 64.31 %358 223
1661-530710-CHULA VISTA Vote Centers 1554 192 12.36 %88 72
1661-530710-CHULA VISTA Mail 1554 837 53.86 %414 308
1661-530710-CHULA VISTA Total 1554 1029 66.22 %502 380
1663-530900-CHULA VISTA Vote Centers 1528 190 12.43 %105 49
1663-530900-CHULA VISTA Mail 1528 749 49.02 %384 286
1663-530900-CHULA VISTA Total 1528 939 61.45 %489 335
1665-531000-CHULA VISTA Vote Centers 1700 176 10.35 %88 55
1665-531000-CHULA VISTA Mail 1700 862 50.71 %464 309
1665-531000-CHULA VISTA Total 1700 1038 61.06 %552 364
1669-531090-CHULA VISTA Vote Centers 1572 180 11.45 %93 66
1669-531090-CHULA VISTA Mail 1572 782 49.75 %407 289
1669-531090-CHULA VISTA Total 1572 962 61.20 %500 355
1670-531110-CHULA VISTA Vote Centers 1380 151 10.94 %61 67
1670-531110-CHULA VISTA Mail 1380 731 52.97 %417 250
1670-531110-CHULA VISTA Total 1380 882 63.91 %478 317
1672-531150-CHULA VISTA Vote Centers 1708 196 11.48 %113 54
1672-531150-CHULA VISTA Mail 1708 984 57.61 %530 344
1672-531150-CHULA VISTA Total 1708 1180 69.09 %643 398
1673-531390-CHULA VISTA Vote Centers 1687 202 11.97 %110 72
1673-531390-CHULA VISTA Mail 1687 829 49.14 %441 319
1673-531390-CHULA VISTA Total 1687 1031 61.11 %551 391
1674-531400-CHULA VISTA Vote Centers 1457 201 13.80 %114 56
1674-531400-CHULA VISTA Mail 1457 623 42.76 %388 191
1674-531400-CHULA VISTA Total 1457 824 56.55 %502 247
1688-532080-CHULA VISTA Vote Centers 1016 178 17.52 %96 57
1688-532080-CHULA VISTA Mail 1016 454 44.69 %219 185
Printed: Wednesday, December 4, 2024 3:28 PM Page 4 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 39 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA MEMBER,
CITY COUNCIL DISTRICT NO. 4
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1688-532080-CHULA VISTA Total 1016 632 62.20 %315 242
1690-532100-CHULA VISTA Vote Centers 1615 176 10.90 %88 66
1690-532100-CHULA VISTA Mail 1615 821 50.84 %387 359
1690-532100-CHULA VISTA Total 1615 997 61.73 %475 425
1691-532120-CHULA VISTA Vote Centers 1380 157 11.38 %89 45
1691-532120-CHULA VISTA Mail 1380 730 52.90 %376 272
1691-532120-CHULA VISTA Total 1380 887 64.28 %465 317
1693-532210-CHULA VISTA Vote Centers 1477 157 10.63 %75 56
1693-532210-CHULA VISTA Mail 1477 731 49.49 %427 243
1693-532210-CHULA VISTA Total 1477 888 60.12 %502 299
1697-532310-CHULA VISTA Vote Centers 1354 154 11.37 %78 53
1697-532310-CHULA VISTA Mail 1354 725 53.55 %395 239
1697-532310-CHULA VISTA Total 1354 879 64.92 %473 292
1729-537700-CHULA VISTA Vote Centers 1472 189 12.84 %110 56
1729-537700-CHULA VISTA Mail 1472 594 40.35 %369 166
1729-537700-CHULA VISTA Total 1472 783 53.19 %479 222
1730-538300-CHULA VISTA Vote Centers 1055 123 11.66 %74 32
1730-538300-CHULA VISTA Mail 1055 410 38.86 %245 124
1730-538300-CHULA VISTA Total 1055 533 50.52 %319 156
1731-538400-CHULA VISTA Vote Centers 1342 144 10.73 %89 42
1731-538400-CHULA VISTA Mail 1342 627 46.72 %357 199
1731-538400-CHULA VISTA Total 1342 771 57.45 %446 241
1732-538410-CHULA VISTA Vote Centers 1361 120 8.82 %65 34
1732-538410-CHULA VISTA Mail 1361 734 53.93 %410 260
1732-538410-CHULA VISTA Total 1361 854 62.75 %475 294
1733-538700-CHULA VISTA Vote Centers 1432 180 12.57 %94 64
1733-538700-CHULA VISTA Mail 1432 548 38.27 %331 172
1733-538700-CHULA VISTA Total 1432 728 50.84 %425 236
1734-538810-CHULA VISTA Vote Centers 1601 160 9.99 %81 56
1734-538810-CHULA VISTA Mail 1601 742 46.35 %406 277
1734-538810-CHULA VISTA Total 1601 902 56.34 %487 333
1735-539100-CHULA VISTA Vote Centers 1582 164 10.37 %80 51
1735-539100-CHULA VISTA Mail 1582 705 44.56 %386 240
1735-539100-CHULA VISTA Total 1582 869 54.93 %466 291
1736-539310-CHULA VISTA Vote Centers 1081 141 13.04 %76 45
1736-539310-CHULA VISTA Mail 1081 398 36.82 %237 131
1736-539310-CHULA VISTA Total 1081 539 49.86 %313 176
8720-999720-VBM-AV Vote Centers 0 0
8720-999720-VBM-AV Mail 0 0
8720-999720-VBM-AV Total 0 0
8721-999721-VBM-AV Vote Centers 0 0
8721-999721-VBM-AV Mail 0 0
8721-999721-VBM-AV Total 0 0
8722-999722-VBM-AV Vote Centers 0 0
8722-999722-VBM-AV Mail 0 0
8722-999722-VBM-AV Total 0 0
8723-999723-VBM-AV Vote Centers 0 0
8723-999723-VBM-AV Mail 0 0
8723-999723-VBM-AV Total 0 0
8724-999724-VBM-AV Vote Centers 1 0 0.00 %
Printed: Wednesday, December 4, 2024 3:28 PM Page 5 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 40 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA MEMBER,
CITY COUNCIL DISTRICT NO. 4
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8724-999724-VBM-AV Mail 1 0 0.00 %
8724-999724-VBM-AV Total 1 0 0.00 %
8725-999725-VBM-AV Vote Centers 0 0
8725-999725-VBM-AV Mail 0 0
8725-999725-VBM-AV Total 0 0
Total - Vote Centers 41348 4920 11.90 %2590 1593
Total - Mail 41348 19894 48.11 %10811 7066
Contest Total 41348 24814 60.01 %13401 8659
Printed: Wednesday, December 4, 2024 3:28 PM Page 6 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 41 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
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1607-525000-CHULA VISTA Vote Centers 1317 180 13.67 %120 39
1607-525000-CHULA VISTA Mail 1317 776 58.92 %541 183
1607-525000-CHULA VISTA Total 1317 956 72.59 %661 222
1608-525010-CHULA VISTA Vote Centers 851 99 11.63 %62 28
1608-525010-CHULA VISTA Mail 851 472 55.46 %355 84
1608-525010-CHULA VISTA Total 851 571 67.10 %417 112
1609-525020-CHULA VISTA Vote Centers 1348 192 14.24 %144 41
1609-525020-CHULA VISTA Mail 1348 713 52.89 %525 152
1609-525020-CHULA VISTA Total 1348 905 67.14 %669 193
1610-525030-CHULA VISTA Vote Centers 1445 257 17.79 %179 53
1610-525030-CHULA VISTA Mail 1445 806 55.78 %584 146
1610-525030-CHULA VISTA Total 1445 1063 73.56 %763 199
1611-525040-CHULA VISTA Vote Centers 1339 277 20.69 %209 42
1611-525040-CHULA VISTA Mail 1339 650 48.54 %484 131
1611-525040-CHULA VISTA Total 1339 927 69.23 %693 173
1612-525100-CHULA VISTA Vote Centers 853 99 11.61 %75 17
1612-525100-CHULA VISTA Mail 853 405 47.48 %321 69
1612-525100-CHULA VISTA Total 853 504 59.09 %396 86
1613-525140-CHULA VISTA Vote Centers 1667 234 14.04 %184 27
1613-525140-CHULA VISTA Mail 1667 717 43.01 %510 160
1613-525140-CHULA VISTA Total 1667 951 57.05 %694 187
1614-525200-CHULA VISTA Vote Centers 92 9 9.78 %8 1
1614-525200-CHULA VISTA Mail 92 59 64.13 %42 15
1614-525200-CHULA VISTA Total 92 68 73.91 %50 16
1615-525220-CHULA VISTA Vote Centers 1608 252 15.67 %192 41
1615-525220-CHULA VISTA Mail 1608 876 54.48 %600 222
1615-525220-CHULA VISTA Total 1608 1128 70.15 %792 263
1616-525230-CHULA VISTA Vote Centers 1078 192 17.81 %139 37
1616-525230-CHULA VISTA Mail 1078 631 58.53 %471 124
1616-525230-CHULA VISTA Total 1078 823 76.35 %610 161
1617-525232-CHULA VISTA Vote Centers 1420 207 14.58 %161 29
1617-525232-CHULA VISTA Mail 1420 713 50.21 %531 118
1617-525232-CHULA VISTA Total 1420 920 64.79 %692 147
1618-525240-CHULA VISTA Vote Centers 1148 131 11.41 %88 32
1618-525240-CHULA VISTA Mail 1148 766 66.72 %447 275
1618-525240-CHULA VISTA Total 1148 897 78.14 %535 307
1619-525242-CHULA VISTA Vote Centers 1681 198 11.78 %140 44
1619-525242-CHULA VISTA Mail 1681 974 57.94 %609 298
1619-525242-CHULA VISTA Total 1681 1172 69.72 %749 342
1620-525250-CHULA VISTA Vote Centers 1232 88 7.14 %61 19
1620-525250-CHULA VISTA Mail 1232 794 64.45 %524 212
1620-525250-CHULA VISTA Total 1232 882 71.59 %585 231
1621-525260-CHULA VISTA Vote Centers 1193 95 7.96 %62 26
1621-525260-CHULA VISTA Mail 1193 807 67.64 %522 215
1621-525260-CHULA VISTA Total 1193 902 75.61 %584 241
1622-525280-CHULA VISTA Vote Centers 1271 151 11.88 %95 42
1622-525280-CHULA VISTA Mail 1271 821 64.59 %502 268
1622-525280-CHULA VISTA Total 1271 972 76.48 %597 310
1623-525290-CHULA VISTA Vote Centers 1391 111 7.98 %65 40
1623-525290-CHULA VISTA Mail 1391 928 66.71 %563 299
Printed: Wednesday, December 4, 2024 3:28 PM Page 7 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 42 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
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1623-525290-CHULA VISTA Total 1391 1039 74.69 %628 339
1624-525300-CHULA VISTA Vote Centers 1140 143 12.54 %99 28
1624-525300-CHULA VISTA Mail 1140 527 46.23 %362 135
1624-525300-CHULA VISTA Total 1140 670 58.77 %461 163
1625-525400-CHULA VISTA Vote Centers 1575 131 8.32 %95 26
1625-525400-CHULA VISTA Mail 1575 1014 64.38 %718 218
1625-525400-CHULA VISTA Total 1575 1145 72.70 %813 244
1626-525500-CHULA VISTA Vote Centers 1277 175 13.70 %136 29
1626-525500-CHULA VISTA Mail 1277 759 59.44 %537 177
1626-525500-CHULA VISTA Total 1277 934 73.14 %673 206
1627-525620-CHULA VISTA Vote Centers 68 5 7.35 %4 1
1627-525620-CHULA VISTA Mail 68 52 76.47 %26 22
1627-525620-CHULA VISTA Total 68 57 83.82 %30 23
1628-525810-CHULA VISTA Vote Centers 1613 212 13.14 %150 40
1628-525810-CHULA VISTA Mail 1613 797 49.41 %564 180
1628-525810-CHULA VISTA Total 1613 1009 62.55 %714 220
1629-525900-CHULA VISTA Vote Centers 1459 143 9.80 %116 16
1629-525900-CHULA VISTA Mail 1459 667 45.72 %454 179
1629-525900-CHULA VISTA Total 1459 810 55.52 %570 195
1630-526000-CHULA VISTA Vote Centers 1301 175 13.45 %130 25
1630-526000-CHULA VISTA Mail 1301 520 39.97 %409 91
1630-526000-CHULA VISTA Total 1301 695 53.42 %539 116
1631-526400-CHULA VISTA Vote Centers 1579 216 13.68 %158 39
1631-526400-CHULA VISTA Mail 1579 867 54.91 %674 144
1631-526400-CHULA VISTA Total 1579 1083 68.59 %832 183
1632-526410-CHULA VISTA Vote Centers 1509 158 10.47 %108 38
1632-526410-CHULA VISTA Mail 1509 948 62.82 %662 235
1632-526410-CHULA VISTA Total 1509 1106 73.29 %770 273
1633-526600-CHULA VISTA Vote Centers 1689 206 12.20 %142 45
1633-526600-CHULA VISTA Mail 1689 1034 61.22 %683 284
1633-526600-CHULA VISTA Total 1689 1240 73.42 %825 329
1634-526900-CHULA VISTA Vote Centers 1305 219 16.78 %160 35
1634-526900-CHULA VISTA Mail 1305 612 46.90 %465 107
1634-526900-CHULA VISTA Total 1305 831 63.68 %625 142
1635-527000-CHULA VISTA Vote Centers 1682 198 11.77 %162 17
1635-527000-CHULA VISTA Mail 1682 716 42.57 %579 100
1635-527000-CHULA VISTA Total 1682 914 54.34 %741 117
1636-527210-CHULA VISTA Vote Centers 1550 185 11.94 %147 22
1636-527210-CHULA VISTA Mail 1550 716 46.19 %547 141
1636-527210-CHULA VISTA Total 1550 901 58.13 %694 163
1637-527500-CHULA VISTA Vote Centers 1247 171 13.71 %129 31
1637-527500-CHULA VISTA Mail 1247 595 47.71 %445 126
1637-527500-CHULA VISTA Total 1247 766 61.43 %574 157
1638-527700-CHULA VISTA Vote Centers 1588 155 9.76 %95 44
1638-527700-CHULA VISTA Mail 1588 1002 63.10 %691 259
1638-527700-CHULA VISTA Total 1588 1157 72.86 %786 303
1639-527800-CHULA VISTA Vote Centers 938 123 13.11 %87 28
1639-527800-CHULA VISTA Mail 938 587 62.58 %380 172
1639-527800-CHULA VISTA Total 938 710 75.69 %467 200
1640-528000-CHULA VISTA Vote Centers 1202 115 9.57 %76 26
Printed: Wednesday, December 4, 2024 3:28 PM Page 8 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 43 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
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1640-528000-CHULA VISTA Mail 1202 656 54.58 %426 185
1640-528000-CHULA VISTA Total 1202 771 64.14 %502 211
1641-528400-CHULA VISTA Vote Centers 1623 192 11.83 %139 30
1641-528400-CHULA VISTA Mail 1623 813 50.09 %584 174
1641-528400-CHULA VISTA Total 1623 1005 61.92 %723 204
1642-528500-CHULA VISTA Vote Centers 1428 174 12.18 %123 36
1642-528500-CHULA VISTA Mail 1428 855 59.87 %588 222
1642-528500-CHULA VISTA Total 1428 1029 72.06 %711 258
1643-528790-CHULA VISTA Vote Centers 929 133 14.32 %96 31
1643-528790-CHULA VISTA Mail 929 533 57.37 %356 139
1643-528790-CHULA VISTA Total 929 666 71.69 %452 170
1644-528900-CHULA VISTA Vote Centers 1413 180 12.74 %127 37
1644-528900-CHULA VISTA Mail 1413 831 58.81 %541 239
1644-528900-CHULA VISTA Total 1413 1011 71.55 %668 276
1645-528910-CHULA VISTA Vote Centers 1437 158 11.00 %115 35
1645-528910-CHULA VISTA Mail 1437 936 65.14 %617 265
1645-528910-CHULA VISTA Total 1437 1094 76.13 %732 300
1646-528920-CHULA VISTA Vote Centers 1254 145 11.56 %97 40
1646-528920-CHULA VISTA Mail 1254 765 61.00 %517 200
1646-528920-CHULA VISTA Total 1254 910 72.57 %614 240
1647-528942-CHULA VISTA Vote Centers 1022 90 8.81 %65 20
1647-528942-CHULA VISTA Mail 1022 653 63.89 %408 211
1647-528942-CHULA VISTA Total 1022 743 72.70 %473 231
1648-528950-CHULA VISTA Vote Centers 1487 153 10.29 %97 50
1648-528950-CHULA VISTA Mail 1487 977 65.70 %620 296
1648-528950-CHULA VISTA Total 1487 1130 75.99 %717 346
1649-529100-CHULA VISTA Vote Centers 927 90 9.71 %41 45
1649-529100-CHULA VISTA Mail 927 623 67.21 %383 208
1649-529100-CHULA VISTA Total 927 713 76.91 %424 253
1650-529110-CHULA VISTA Vote Centers 1252 132 10.54 %93 31
1650-529110-CHULA VISTA Mail 1252 803 64.14 %560 189
1650-529110-CHULA VISTA Total 1252 935 74.68 %653 220
1651-529300-CHULA VISTA Vote Centers 1058 123 11.63 %84 31
1651-529300-CHULA VISTA Mail 1058 681 64.37 %458 180
1651-529300-CHULA VISTA Total 1058 804 75.99 %542 211
1652-529520-CHULA VISTA Vote Centers 1538 217 14.11 %164 38
1652-529520-CHULA VISTA Mail 1538 680 44.21 %498 142
1652-529520-CHULA VISTA Total 1538 897 58.32 %662 180
1653-529600-CHULA VISTA Vote Centers 854 75 8.78 %52 21
1653-529600-CHULA VISTA Mail 854 477 55.85 %321 128
1653-529600-CHULA VISTA Total 854 552 64.64 %373 149
1654-529700-CHULA VISTA Vote Centers 1609 188 11.68 %143 36
1654-529700-CHULA VISTA Mail 1609 737 45.80 %535 153
1654-529700-CHULA VISTA Total 1609 925 57.49 %678 189
1655-529810-CHULA VISTA Vote Centers 1484 182 12.26 %144 25
1655-529810-CHULA VISTA Mail 1484 631 42.52 %483 109
1655-529810-CHULA VISTA Total 1484 813 54.78 %627 134
1656-529820-CHULA VISTA Vote Centers 1572 201 12.79 %140 46
1656-529820-CHULA VISTA Mail 1572 748 47.58 %524 183
1656-529820-CHULA VISTA Total 1572 949 60.37 %664 229
Printed: Wednesday, December 4, 2024 3:28 PM Page 9 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 44 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
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1657-530300-CHULA VISTA Vote Centers 1677 209 12.46 %142 43
1657-530300-CHULA VISTA Mail 1677 829 49.43 %555 229
1657-530300-CHULA VISTA Total 1677 1038 61.90 %697 272
1658-530400-CHULA VISTA Vote Centers 1205 139 11.54 %94 39
1658-530400-CHULA VISTA Mail 1205 702 58.26 %453 209
1658-530400-CHULA VISTA Total 1205 841 69.79 %547 248
1659-530500-CHULA VISTA Vote Centers 816 104 12.75 %68 27
1659-530500-CHULA VISTA Mail 816 409 50.12 %278 101
1659-530500-CHULA VISTA Total 816 513 62.87 %346 128
1660-530510-CHULA VISTA Vote Centers 1034 103 9.96 %69 21
1660-530510-CHULA VISTA Mail 1034 562 54.35 %385 141
1660-530510-CHULA VISTA Total 1034 665 64.31 %454 162
1661-530710-CHULA VISTA Vote Centers 1554 192 12.36 %130 47
1661-530710-CHULA VISTA Mail 1554 837 53.86 %543 227
1661-530710-CHULA VISTA Total 1554 1029 66.22 %673 274
1662-530720-CHULA VISTA Vote Centers 1411 201 14.25 %119 66
1662-530720-CHULA VISTA Mail 1411 845 59.89 %539 247
1662-530720-CHULA VISTA Total 1411 1046 74.13 %658 313
1663-530900-CHULA VISTA Vote Centers 1528 190 12.43 %129 43
1663-530900-CHULA VISTA Mail 1528 749 49.02 %514 188
1663-530900-CHULA VISTA Total 1528 939 61.45 %643 231
1664-530930-CHULA VISTA Vote Centers 1225 156 12.73 %103 37
1664-530930-CHULA VISTA Mail 1225 757 61.80 %505 185
1664-530930-CHULA VISTA Total 1225 913 74.53 %608 222
1665-531000-CHULA VISTA Vote Centers 1700 176 10.35 %115 46
1665-531000-CHULA VISTA Mail 1700 862 50.71 %609 197
1665-531000-CHULA VISTA Total 1700 1038 61.06 %724 243
1666-531010-CHULA VISTA Vote Centers 1606 129 8.03 %93 30
1666-531010-CHULA VISTA Mail 1606 1038 64.63 %653 327
1666-531010-CHULA VISTA Total 1606 1167 72.67 %746 357
1667-531040-CHULA VISTA Vote Centers 1125 105 9.33 %69 32
1667-531040-CHULA VISTA Mail 1125 703 62.49 %465 203
1667-531040-CHULA VISTA Total 1125 808 71.82 %534 235
1668-531050-CHULA VISTA Vote Centers 1571 213 13.56 %146 49
1668-531050-CHULA VISTA Mail 1571 877 55.82 %531 277
1668-531050-CHULA VISTA Total 1571 1090 69.38 %677 326
1669-531090-CHULA VISTA Vote Centers 1572 180 11.45 %132 37
1669-531090-CHULA VISTA Mail 1572 782 49.75 %555 177
1669-531090-CHULA VISTA Total 1572 962 61.20 %687 214
1670-531110-CHULA VISTA Vote Centers 1380 151 10.94 %116 21
1670-531110-CHULA VISTA Mail 1380 731 52.97 %525 164
1670-531110-CHULA VISTA Total 1380 882 63.91 %641 185
1671-531130-CHULA VISTA Vote Centers 1638 178 10.87 %118 45
1671-531130-CHULA VISTA Mail 1638 1028 62.76 %688 280
1671-531130-CHULA VISTA Total 1638 1206 73.63 %806 325
1672-531150-CHULA VISTA Vote Centers 1708 196 11.48 %139 43
1672-531150-CHULA VISTA Mail 1708 984 57.61 %671 247
1672-531150-CHULA VISTA Total 1708 1180 69.09 %810 290
1673-531390-CHULA VISTA Vote Centers 1687 202 11.97 %154 38
1673-531390-CHULA VISTA Mail 1687 829 49.14 %615 166
Printed: Wednesday, December 4, 2024 3:28 PM Page 10 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 45 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
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1673-531390-CHULA VISTA Total 1687 1031 61.11 %769 204
1674-531400-CHULA VISTA Vote Centers 1457 201 13.80 %161 25
1674-531400-CHULA VISTA Mail 1457 623 42.76 %504 90
1674-531400-CHULA VISTA Total 1457 824 56.55 %665 115
1675-531720-CHULA VISTA Vote Centers 1349 211 15.64 %153 43
1675-531720-CHULA VISTA Mail 1349 704 52.19 %523 111
1675-531720-CHULA VISTA Total 1349 915 67.83 %676 154
1676-531730-CHULA VISTA Vote Centers 627 67 10.69 %45 17
1676-531730-CHULA VISTA Mail 627 379 60.45 %245 118
1676-531730-CHULA VISTA Total 627 446 71.13 %290 135
1677-531740-CHULA VISTA Vote Centers 1613 194 12.03 %128 55
1677-531740-CHULA VISTA Mail 1613 976 60.51 %615 307
1677-531740-CHULA VISTA Total 1613 1170 72.54 %743 362
1678-531870-CHULA VISTA Vote Centers 1345 112 8.33 %74 30
1678-531870-CHULA VISTA Mail 1345 829 61.64 %514 254
1678-531870-CHULA VISTA Total 1345 941 69.96 %588 284
1679-531890-CHULA VISTA Vote Centers 1327 189 14.24 %132 41
1679-531890-CHULA VISTA Mail 1327 745 56.14 %521 179
1679-531890-CHULA VISTA Total 1327 934 70.38 %653 220
1680-531940-CHULA VISTA Vote Centers 1602 170 10.61 %110 41
1680-531940-CHULA VISTA Mail 1602 1044 65.17 %687 300
1680-531940-CHULA VISTA Total 1602 1214 75.78 %797 341
1681-531960-CHULA VISTA Vote Centers 1508 216 14.32 %142 57
1681-531960-CHULA VISTA Mail 1508 908 60.21 %588 263
1681-531960-CHULA VISTA Total 1508 1124 74.54 %730 320
1682-532000-CHULA VISTA Vote Centers 1189 177 14.89 %132 36
1682-532000-CHULA VISTA Mail 1189 712 59.88 %474 197
1682-532000-CHULA VISTA Total 1189 889 74.77 %606 233
1683-532020-CHULA VISTA Vote Centers 1364 136 9.97 %91 35
1683-532020-CHULA VISTA Mail 1364 881 64.59 %560 268
1683-532020-CHULA VISTA Total 1364 1017 74.56 %651 303
1684-532030-CHULA VISTA Vote Centers 1440 141 9.79 %104 30
1684-532030-CHULA VISTA Mail 1440 953 66.18 %608 300
1684-532030-CHULA VISTA Total 1440 1094 75.97 %712 330
1685-532050-CHULA VISTA Vote Centers 1459 159 10.90 %112 39
1685-532050-CHULA VISTA Mail 1459 825 56.55 %535 237
1685-532050-CHULA VISTA Total 1459 984 67.44 %647 276
1686-532060-CHULA VISTA Vote Centers 1470 114 7.76 %72 36
1686-532060-CHULA VISTA Mail 1470 986 67.07 %678 264
1686-532060-CHULA VISTA Total 1470 1100 74.83 %750 300
1687-532070-CHULA VISTA Vote Centers 1537 145 9.43 %95 42
1687-532070-CHULA VISTA Mail 1537 994 64.67 %568 365
1687-532070-CHULA VISTA Total 1537 1139 74.11 %663 407
1688-532080-CHULA VISTA Vote Centers 1016 178 17.52 %131 36
1688-532080-CHULA VISTA Mail 1016 454 44.69 %321 106
1688-532080-CHULA VISTA Total 1016 632 62.20 %452 142
1689-532090-CHULA VISTA Vote Centers 1471 212 14.41 %156 40
1689-532090-CHULA VISTA Mail 1471 786 53.43 %577 163
1689-532090-CHULA VISTA Total 1471 998 67.85 %733 203
1690-532100-CHULA VISTA Vote Centers 1615 176 10.90 %131 31
Printed: Wednesday, December 4, 2024 3:28 PM Page 11 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 46 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
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1690-532100-CHULA VISTA Mail 1615 821 50.84 %589 195
1690-532100-CHULA VISTA Total 1615 997 61.73 %720 226
1691-532120-CHULA VISTA Vote Centers 1380 157 11.38 %114 28
1691-532120-CHULA VISTA Mail 1380 730 52.90 %469 207
1691-532120-CHULA VISTA Total 1380 887 64.28 %583 235
1692-532180-CHULA VISTA Vote Centers 1535 239 15.57 %169 48
1692-532180-CHULA VISTA Mail 1535 839 54.66 %612 170
1692-532180-CHULA VISTA Total 1535 1078 70.23 %781 218
1693-532210-CHULA VISTA Vote Centers 1477 157 10.63 %122 25
1693-532210-CHULA VISTA Mail 1477 731 49.49 %563 141
1693-532210-CHULA VISTA Total 1477 888 60.12 %685 166
1694-532220-CHULA VISTA Vote Centers 1089 128 11.75 %92 26
1694-532220-CHULA VISTA Mail 1089 624 57.30 %453 129
1694-532220-CHULA VISTA Total 1089 752 69.05 %545 155
1695-532230-CHULA VISTA Vote Centers 1099 135 12.28 %82 42
1695-532230-CHULA VISTA Mail 1099 603 54.87 %427 127
1695-532230-CHULA VISTA Total 1099 738 67.15 %509 169
1696-532270-CHULA VISTA Vote Centers 1740 355 20.40 %261 59
1696-532270-CHULA VISTA Mail 1740 910 52.30 %684 157
1696-532270-CHULA VISTA Total 1740 1265 72.70 %945 216
1697-532310-CHULA VISTA Vote Centers 1354 154 11.37 %107 38
1697-532310-CHULA VISTA Mail 1354 725 53.55 %496 182
1697-532310-CHULA VISTA Total 1354 879 64.92 %603 220
1698-532330-CHULA VISTA Vote Centers 1479 213 14.40 %147 55
1698-532330-CHULA VISTA Mail 1479 846 57.20 %542 254
1698-532330-CHULA VISTA Total 1479 1059 71.60 %689 309
1699-532340-CHULA VISTA Vote Centers 1529 163 10.66 %103 52
1699-532340-CHULA VISTA Mail 1529 997 65.21 %630 314
1699-532340-CHULA VISTA Total 1529 1160 75.87 %733 366
1700-532352-CHULA VISTA Vote Centers 0 0
1700-532352-CHULA VISTA Mail 0 0
1700-532352-CHULA VISTA Total 0 0
1701-532430-CHULA VISTA Vote Centers 872 74 8.49 %54 14
1701-532430-CHULA VISTA Mail 872 552 63.30 %346 176
1701-532430-CHULA VISTA Total 872 626 71.79 %400 190
1702-532480-CHULA VISTA Vote Centers 1347 189 14.03 %145 35
1702-532480-CHULA VISTA Mail 1347 749 55.61 %502 203
1702-532480-CHULA VISTA Total 1347 938 69.64 %647 238
1703-532500-CHULA VISTA Vote Centers 1745 158 9.05 %108 39
1703-532500-CHULA VISTA Mail 1745 1206 69.11 %745 367
1703-532500-CHULA VISTA Total 1745 1364 78.17 %853 406
1704-532580-CHULA VISTA Vote Centers 1351 170 12.58 %122 38
1704-532580-CHULA VISTA Mail 1351 784 58.03 %540 207
1704-532580-CHULA VISTA Total 1351 954 70.61 %662 245
1705-532590-CHULA VISTA Vote Centers 895 85 9.50 %55 20
1705-532590-CHULA VISTA Mail 895 568 63.46 %385 148
1705-532590-CHULA VISTA Total 895 653 72.96 %440 168
1706-532600-CHULA VISTA Vote Centers 1312 143 10.90 %84 47
1706-532600-CHULA VISTA Mail 1312 895 68.22 %524 327
1706-532600-CHULA VISTA Total 1312 1038 79.12 %608 374
Printed: Wednesday, December 4, 2024 3:28 PM Page 12 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 47 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
Re
g
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t
e
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d
Vo
t
e
r
s
Vo
t
e
r
s
C
a
s
t
Tu
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n
o
u
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YE
S NO
1707-532610-CHULA VISTA Vote Centers 1455 187 12.85 %130 43
1707-532610-CHULA VISTA Mail 1455 915 62.89 %605 252
1707-532610-CHULA VISTA Total 1455 1102 75.74 %735 295
1708-532650-CHULA VISTA Vote Centers 1226 159 12.97 %110 31
1708-532650-CHULA VISTA Mail 1226 770 62.81 %502 221
1708-532650-CHULA VISTA Total 1226 929 75.77 %612 252
1709-532760-CHULA VISTA Vote Centers 1445 173 11.97 %113 55
1709-532760-CHULA VISTA Mail 1445 874 60.48 %542 290
1709-532760-CHULA VISTA Total 1445 1047 72.46 %655 345
1710-532780-CHULA VISTA Vote Centers 1504 153 10.17 %108 26
1710-532780-CHULA VISTA Mail 1504 936 62.23 %631 234
1710-532780-CHULA VISTA Total 1504 1089 72.41 %739 260
1711-532790-CHULA VISTA Vote Centers 1631 207 12.69 %151 44
1711-532790-CHULA VISTA Mail 1631 1064 65.24 %752 266
1711-532790-CHULA VISTA Total 1631 1271 77.93 %903 310
1712-532830-CHULA VISTA Vote Centers 1141 143 12.53 %92 45
1712-532830-CHULA VISTA Mail 1141 744 65.21 %479 223
1712-532830-CHULA VISTA Total 1141 887 77.74 %571 268
1713-532850-CHULA VISTA Vote Centers 1229 140 11.39 %88 43
1713-532850-CHULA VISTA Mail 1229 809 65.83 %454 297
1713-532850-CHULA VISTA Total 1229 949 77.22 %542 340
1714-532860-CHULA VISTA Vote Centers 1296 119 9.18 %86 30
1714-532860-CHULA VISTA Mail 1296 877 67.67 %591 227
1714-532860-CHULA VISTA Total 1296 996 76.85 %677 257
1715-532870-CHULA VISTA Vote Centers 1544 196 12.69 %131 45
1715-532870-CHULA VISTA Mail 1544 902 58.42 %573 260
1715-532870-CHULA VISTA Total 1544 1098 71.11 %704 305
1716-532900-CHULA VISTA Vote Centers 1560 184 11.79 %133 35
1716-532900-CHULA VISTA Mail 1560 1002 64.23 %650 288
1716-532900-CHULA VISTA Total 1560 1186 76.03 %783 323
1717-532922-CHULA VISTA Vote Centers 1004 131 13.05 %89 34
1717-532922-CHULA VISTA Mail 1004 614 61.16 %379 190
1717-532922-CHULA VISTA Total 1004 745 74.20 %468 224
1718-533050-CHULA VISTA Vote Centers 1574 215 13.66 %147 56
1718-533050-CHULA VISTA Mail 1574 816 51.84 %574 184
1718-533050-CHULA VISTA Total 1574 1031 65.50 %721 240
1719-533070-CHULA VISTA Vote Centers 1697 228 13.44 %169 41
1719-533070-CHULA VISTA Mail 1697 999 58.87 %658 284
1719-533070-CHULA VISTA Total 1697 1227 72.30 %827 325
1720-533110-CHULA VISTA Vote Centers 1551 177 11.41 %119 47
1720-533110-CHULA VISTA Mail 1551 950 61.25 %654 249
1720-533110-CHULA VISTA Total 1551 1127 72.66 %773 296
1721-533120-CHULA VISTA Vote Centers 1307 221 16.91 %168 41
1721-533120-CHULA VISTA Mail 1307 743 56.85 %523 178
1721-533120-CHULA VISTA Total 1307 964 73.76 %691 219
1722-533130-CHULA VISTA Vote Centers 996 160 16.06 %116 35
1722-533130-CHULA VISTA Mail 996 567 56.93 %392 120
1722-533130-CHULA VISTA Total 996 727 72.99 %508 155
1723-533140-CHULA VISTA Vote Centers 937 108 11.53 %69 31
1723-533140-CHULA VISTA Mail 937 603 64.35 %417 159
Printed: Wednesday, December 4, 2024 3:28 PM Page 13 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 48 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
Re
g
i
s
t
e
r
e
d
Vo
t
e
r
s
Vo
t
e
r
s
C
a
s
t
Tu
r
n
o
u
t
YE
S NO
1723-533140-CHULA VISTA Total 937 711 75.88 %486 190
1724-533200-CHULA VISTA Vote Centers 1703 285 16.74 %197 62
1724-533200-CHULA VISTA Mail 1703 843 49.50 %599 181
1724-533200-CHULA VISTA Total 1703 1128 66.24 %796 243
1725-533220-CHULA VISTA Vote Centers 1379 192 13.92 %148 26
1725-533220-CHULA VISTA Mail 1379 749 54.31 %516 178
1725-533220-CHULA VISTA Total 1379 941 68.24 %664 204
1726-533240-CHULA VISTA Vote Centers 1034 132 12.77 %91 34
1726-533240-CHULA VISTA Mail 1034 619 59.86 %399 186
1726-533240-CHULA VISTA Total 1034 751 72.63 %490 220
1727-533300-CHULA VISTA Vote Centers 765 86 11.24 %57 27
1727-533300-CHULA VISTA Mail 765 524 68.50 %335 170
1727-533300-CHULA VISTA Total 765 610 79.74 %392 197
1728-533430-CHULA VISTA Vote Centers 980 203 20.71 %152 37
1728-533430-CHULA VISTA Mail 980 524 53.47 %380 108
1728-533430-CHULA VISTA Total 980 727 74.18 %532 145
1729-537700-CHULA VISTA Vote Centers 1472 189 12.84 %154 22
1729-537700-CHULA VISTA Mail 1472 594 40.35 %449 121
1729-537700-CHULA VISTA Total 1472 783 53.19 %603 143
1730-538300-CHULA VISTA Vote Centers 1055 123 11.66 %100 14
1730-538300-CHULA VISTA Mail 1055 410 38.86 %323 64
1730-538300-CHULA VISTA Total 1055 533 50.52 %423 78
1731-538400-CHULA VISTA Vote Centers 1342 144 10.73 %122 16
1731-538400-CHULA VISTA Mail 1342 627 46.72 %473 113
1731-538400-CHULA VISTA Total 1342 771 57.45 %595 129
1732-538410-CHULA VISTA Vote Centers 1361 120 8.82 %92 23
1732-538410-CHULA VISTA Mail 1361 734 53.93 %536 156
1732-538410-CHULA VISTA Total 1361 854 62.75 %628 179
1733-538700-CHULA VISTA Vote Centers 1432 180 12.57 %146 23
1733-538700-CHULA VISTA Mail 1432 548 38.27 %422 104
1733-538700-CHULA VISTA Total 1432 728 50.84 %568 127
1734-538810-CHULA VISTA Vote Centers 1601 160 9.99 %128 22
1734-538810-CHULA VISTA Mail 1601 742 46.35 %563 135
1734-538810-CHULA VISTA Total 1601 902 56.34 %691 157
1735-539100-CHULA VISTA Vote Centers 1582 164 10.37 %118 34
1735-539100-CHULA VISTA Mail 1582 705 44.56 %514 144
1735-539100-CHULA VISTA Total 1582 869 54.93 %632 178
1736-539310-CHULA VISTA Vote Centers 1081 141 13.04 %96 34
1736-539310-CHULA VISTA Mail 1081 398 36.82 %276 102
1736-539310-CHULA VISTA Total 1081 539 49.86 %372 136
8702-999702-VBM-AV Vote Centers 0 0
8702-999702-VBM-AV Mail 0 0
8702-999702-VBM-AV Total 0 0
8703-999703-VBM-AV Vote Centers 0 0
8703-999703-VBM-AV Mail 0 0
8703-999703-VBM-AV Total 0 0
8704-999704-VBM-AV Vote Centers 1 0 0.00 %
8704-999704-VBM-AV Mail 1 1 100.00 %1
8704-999704-VBM-AV Total 1 1 100.00 %1
8705-999705-VBM-AV Vote Centers 0 0
Printed: Wednesday, December 4, 2024 3:28 PM Page 14 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 49 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
Re
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s
t
e
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e
d
Vo
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e
r
s
Vo
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e
r
s
C
a
s
t
Tu
r
n
o
u
t
YE
S NO
8705-999705-VBM-AV Mail 0 0
8705-999705-VBM-AV Total 0 0
8706-999706-VBM-AV Vote Centers 1 0 0.00 %
8706-999706-VBM-AV Mail 1 1 100.00 %1
8706-999706-VBM-AV Total 1 1 100.00 %1
8707-999707-VBM-AV Vote Centers 0 0
8707-999707-VBM-AV Mail 0 0
8707-999707-VBM-AV Total 0 0
8708-999708-VBM-AV Vote Centers 0 0
8708-999708-VBM-AV Mail 0 0
8708-999708-VBM-AV Total 0 0
8709-999709-VBM-AV Vote Centers 0 0
8709-999709-VBM-AV Mail 0 0
8709-999709-VBM-AV Total 0 0
8710-999710-VBM-AV Vote Centers 0 0
8710-999710-VBM-AV Mail 0 0
8710-999710-VBM-AV Total 0 0
8711-999711-VBM-AV Vote Centers 1 0 0.00 %
8711-999711-VBM-AV Mail 1 1 100.00 %1
8711-999711-VBM-AV Total 1 1 100.00 %1
8712-999712-VBM-AV Vote Centers 0 0
8712-999712-VBM-AV Mail 0 0
8712-999712-VBM-AV Total 0 0
8713-999713-VBM-AV Vote Centers 0 0
8713-999713-VBM-AV Mail 0 0
8713-999713-VBM-AV Total 0 0
8714-999714-VBM-AV Vote Centers 1 0 0.00 %
8714-999714-VBM-AV Mail 1 1 100.00 %1
8714-999714-VBM-AV Total 1 1 100.00 %1
8715-999715-VBM-AV Vote Centers 0 0
8715-999715-VBM-AV Mail 0 0
8715-999715-VBM-AV Total 0 0
8716-999716-VBM-AV Vote Centers 0 0
8716-999716-VBM-AV Mail 0 0
8716-999716-VBM-AV Total 0 0
8717-999717-VBM-AV Vote Centers 0 0
8717-999717-VBM-AV Mail 0 0
8717-999717-VBM-AV Total 0 0
8718-999718-VBM-AV Vote Centers 3 0 0.00 %
8718-999718-VBM-AV Mail 3 2 66.67 %2
8718-999718-VBM-AV Total 3 2 66.67 %2
8719-999719-VBM-AV Vote Centers 1 0 0.00 %
8719-999719-VBM-AV Mail 1 1 100.00 %1
8719-999719-VBM-AV Total 1 1 100.00 %1
8720-999720-VBM-AV Vote Centers 0 0
8720-999720-VBM-AV Mail 0 0
8720-999720-VBM-AV Total 0 0
8721-999721-VBM-AV Vote Centers 0 0
8721-999721-VBM-AV Mail 0 0
8721-999721-VBM-AV Total 0 0
Printed: Wednesday, December 4, 2024 3:28 PM Page 15 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 50 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
1 CITY OF CHULA VISTA -
MEASURE P - Majority-Required to
pass
Re
g
i
s
t
e
r
e
d
Vo
t
e
r
s
Vo
t
e
r
s
C
a
s
t
Tu
r
n
o
u
t
YE
S NO
8722-999722-VBM-AV Vote Centers 0 0
8722-999722-VBM-AV Mail 0 0
8722-999722-VBM-AV Total 0 0
8723-999723-VBM-AV Vote Centers 0 0
8723-999723-VBM-AV Mail 0 0
8723-999723-VBM-AV Total 0 0
8724-999724-VBM-AV Vote Centers 1 0 0.00 %
8724-999724-VBM-AV Mail 1 0 0.00 %
8724-999724-VBM-AV Total 1 0 0.00 %
8725-999725-VBM-AV Vote Centers 0 0
8725-999725-VBM-AV Mail 0 0
8725-999725-VBM-AV Total 0 0
Total - Vote Centers 172466 21097 12.23 %14988 4520
Total - Mail 172466 96832 56.15 %66021 24841
Contest Total 172466 117929 68.38 %81009 29361
Printed: Wednesday, December 4, 2024 3:28 PM Page 16 of16DataRefreshed: Wednesday, December 4, 2024 3:28 PM
County of San Diego
Presidential General Election
Precinct Canvass
November 5, 2024
Page 51 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Jose!
What have you done to improve the quality of life for the
community that you are getting paid to represent?
It should not be about your bank account.
it should not be about placing your friends.
in office or appointed.
Jose! are you getting Leticia
Appointed to a school board to replace.
Cesar or Nicolas?
if you were place in office by puppeteers
shame on you and step down resign and reclaim your
independence.
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 52 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Dictionary
• Definition
cartel
noun car·tel kär-ˈtel
Synonyms of cartel
1
: a written agreement between belligerent nations
2
: a combination of independent commercial or industrial enterprises
designed to limit competition or fix prices.
illegal drug cartels
3 : a combination of political groups for common action
A cartel is an organization of a few independent producers for the
purpose of improving the profitability of the firms involved.
Democrats have long benefited from alliances with teacher unions,
campus radicals, and the bureaucrats who run the college cartel. —
Frederick M. Hess and Michael McShane, TIME, 10 Apr. 2024
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 53 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Cesar are those are the Politicians
that got you the seat
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 54 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 55 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 56 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 57 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
CV Council Candidate Lied About Felony Drug
Charge
Author:La Prensa
Created:01 March, 2024
( Cesar Fernandez,)By Arturo Castañares
Editor-at-Large
A current elementary school board member running for City Council lied about a
previous felony drug charge that he falsely downplayed as a misdemeanor, now a
felon running for the same office in next election.
Cesar Fernandez, who was elected to the Chula Vista Elementary School District in 2022,
is currently running for Chula Vista City Council District 4 in the Southwest areas of the
City.Fernandez was convicted of felony possession of
marijuana for sale
but has repeatedly stated publicly that it was only a
misdemeanor charge.
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 58 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Unethical Business Practices of Democrats
in Chula Vista Exposed San Diego News Desk 4 weeks ago 03 mins
The recent revelation of the unethical business
practices of Democrats in Chula Vista has come to
light, and it’s not a good look for the party. And
City Councilmember Andrea Cardenas
showing that corruption is involved
with all the Council members .
The fact that Democrats in Chula Vista have been
engaging in such unethical business practices is
truly disappointing, and it raises questions about their commitment to
transparency and accountability. It’s crucial that these issues are addressed and
resolved promptly to restore the trust of the people of Chula Vista in their elected
officials.
Written Communications - Item 4.3
Acosta 1 - Received 12/6/24
Page 59 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
ALONZO
IN MY OPINION YOUR LEGACY SHOULD INCLUDE THAT YOU WERE NEVER ELECTED YOU WERE PICKED, PLACE AND CONTROL BY ANDREA
Newly appointed Chula Vista council member has suspended business licenses, tax lien.
•Alonso Gonzalez is sworn into the Chula Vista City Council on
Tuesday after being appointed to represent District 3.
•Adriana Heldiz/The San Diego Union-Tribune) Alonso
Gonzalez, a real estate broker, also had property repossessed,
DUI
•BY TAMMY MURGAREPORTER
•FEB. 5, 2023 5 AM PT
•Alonso Gonzalez, a newly appointed Chula Vista City Council
member, has had a string of business, personal and financial
hardships that were not disclosed when he applied for the
position.
•According to public records, Gonzales has an outstanding tax
debt, a conviction for driving under the influence and
foreclosed property. State records also indicate that the
licenses for two businesses in his name are suspended.
•The 46-year-old real estate broker took the oath of office this
week to fill the District 3 seat, but his background prevented him
from receiving a unanimous City Council vote for his
appointment.
Written Communications - Item 4.3
Acosta 2 - Received 12/6/24
Page 60 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
CHULA VISTA had controversial City
Council appointments in recent years. Is it time for a change
•
•The San Diego Union-Tribune) Alonso Gonzalez, a real estate broker,
•also had property repossessed,
• DUI
•BY TAMMY MURGAREPORTER FEB. 5, 2023 5 AM PT
•District 3 special election and for nominating candidates who, it was later discovered,
•ALONZO provided the city with misleading educational background information
•on their application and failed to disclose business and financial hardships when applying for the post
Written Communications - Item 4.3
Acosta 2 - Received 12/6/24
Page 61 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
v . 0 0 5 P a g e | 1
December 10, 2024
ITEM TITLE
Millenia Library Building: Report on Project Construction and Budget, Approve Non-Binding Letter of Intent
with SDSU, Approve Non-Binding Letter of Intent with Chula Vista Entertainment Complex, LLC, Appropriate
Funds and Eliminate Interfund Loan
Report Number: 24-0290
Location: 1775 Millenia Avenue and 1730 Millenia Avenue
Department: City Manager
G.C. § 84308: Yes
Environmental Notice: The Project was adequately covered in previously certified Final Second Tier
Environmental Impact Report (EIR 07-01) – SCH No. 2007041074 for Otay Ranch Eastern Urban Center
(EUC) Sectional Planning Area (SPA) Plan and Tentative Map.
Recommended Action
Adopt resolutions: A) Approving a Non-Binding Letter of Intent with the Board of Trustees of the California
State University on behalf of San Diego State University for an approximately 7,100 square foot tenancy in
the Millenia Library Building to support the School of Nursing and Global Campus; B) Approving a Non-
Binding Letter of Intent with Chula Vista Entertainment Complex, LLC for an approximately 75,000 square
foot tenancy in the Millenia Library Building and exclusive option to purchase Millenia Lot 1; and C)
Appropriating funds to complete construction of the Millenia Library Building and eliminating an interfund
loan between the Trunk Sewer Capital Reserve Fund and the Developer Contribution (Public Benefit) Fund
(4/5 Vote Required).
SUMMARY
In December of 2022, the City Council took action approving various agreements and appropriating $96.4
million to initiate construction of the Millenia Library Building, a 168,000 square foot Class “A” office
building, which will house a 60,000 square foot library and other tenants. Staff has negotiated non-binding
letters of intent with two potential tenants, which are recommended for Council approval with this action.
Appropriating additional funds necessary to complete buildout of the project to capital improvement project
GGV0267 (Millenia Library) and eliminating a previously approved interfund loan associated with the
project is also recommended.
Page 62 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
P a g e | 2
ENVIRONMENTAL REVIEW
The Director of Development Services has reviewed the Project for compliance with the California
Environmental Quality Act (CEQA) and has determined that the Project was adequately covered in previously
certified Final Second Tier Environmental Impact Report (EIR 07-01) – SCH No. 2007041074 for Otay Ranch
Eastern Urban Center (EUC) Sectional Planning Area (SPA) Plan and Tentative Map. Therefore, no further
CEQA review or documentation is necessary.
BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not applicable.
DISCUSSION
On December 6, 2022, the City Council adopted Resolution Nos. 2022-273 through 2022-275, approving a
Purchase and Sale Agreement with LMC-Millenia Investment Company (“Chesnut”) to acquire 7.06 acres of
undeveloped land on Lot 7 of Millenia located at 1775 Millenia Avenue (APN 643-060-57-00); approving a
Project Development Agreement with Chesnut to construct a 168,000 square foot class “A” library and office
building, a 6,100 square foot amenity building, a parking structure, related site work and improvements (the
“Project”); and making necessary budget amendments, authorizing interfund loans, and appropriating $96.4
million for the Project, respectively. The projected budget presented to City Council in December 2022
totaled $96.4 million, as summarized in Table 1 below.
Table 1 – December 2022 Project Budget
Description Amount
Land Acquisition $ 11,000,000
Pre-Development & Soft Costs $ 3,145,203
Core & Shell Construction $ 38,000,000
Site Work $ 3,878,547
Tenant Improvements $ 13,750,000
Parking Structure $ 14,000,000
Amenity Building $ 6,900,000
Developer & Supervision Fees $ 5,739,641
Grand Total $ 96,413,391
The December 2022 action appropriated Public Facilities Development Impact Fee (“PFDIF”) funds, certain
developer contributions, and state grant funds, as summarized in Table 2 below.
Table 2 – December 2022 Sources of Funds
Funding Sources Amount %
PFDIF $ 31,780,433 33%
Developer Contributions1 $ 34,632,958 36%
State Grants Fund $ 30,000,000 31%
Total $ 96,413,391
1 Developer Contributions include the following: 1) Otay Ranch Village 3 Economic Development Funds in the amount of $3,000,000;
2) Sunbow Job Enhancement Funds in the amount of $8,000,000; 3) Otay Ranch Village 2 Public Benefit Contribution Funds in the
amount of $7,810,000; 4) Otay Ranch Village 13 Public Benefit Contribution Funds in the amount of $10,659,000; and 5) Otay Ranch
Village 14 Public Benefit Contribution Funds in the amount of $5,163,958.
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As illustrated in Table 2, as of the December 2022 action, just under one-third (31%) of the Project’s funding
was provided by the state, with the City providing the remaining two-thirds (69%) of the funds.
Initial Budget Shortfall
The Project budget presented in December 2022 was incomplete and did not properly provide for
contingencies, nor did it include funding for Furniture, Fixtures and Equipment (“FF&E”) for the buildout of
the library space or other tenant spaces within the building. A standard contingency for a project of this size
would have been 10% to 15% of the future construction costs, or between $7.7 and $11.5 million. FF&E for
the library, including Audio/Visual (“A/V”) equipment, is currently estimated at approximately $4.2 million.
Ongoing soft costs, including professional services and permitting were also not included in the December
2022 budget. These errors represent an under budgeting of more than 30% ($34 million) when compared
with the December 2022 budget of $96.4 million.
Following the City Council’s December 2022 action, Chesnut let the project out to bid. McCarthy Building
Companies (“McCarthy”) was selected as the prime contractor in March of 2023, with an initial bid of $51.7
million for the core & shell construction alone, an overage of nearly $13.7 million compared to the December
2022 budget of $38 million. In order to keep the project in budget with the funds appropriated as of that
time, the amenity building was eliminated, and the parking structure was replaced with surface parking. A
traditional value engineering exercise was also undertaken, and McCarthy was ultimately contracted for a
guaranteed maximum price (“GMP”) of $60.5 million. Because the Project budget did not include an
appropriate contingency, any overages have the effect of reducing the tenant improvement (“TI”) budget.
With the original McCarthy GMP, the TI budget was reduced from the $13.75 million referenced above to
$12.1 million.
The inadequacy of the December 2022 budget was identified by City staff during a detailed project review
initiated in early 2024. Since that time, staff has worked with Chesnut to manage the construction process in
an effort to minimize additional budgetary impacts while still delivering on the Project as envisioned.
Construction Changes
Since undertaking construction, a number of unanticipated expenses have been incurred, including
modifications to the roof to comply with Cal/OSHA2 and FAA3 requirements, a significant expansion of the
onsite water quality treatment facility (bio-retention basin) to meet current storm water requirements,
changes to address significant planting and utility conflicts along Montage Avenue, and certain utility
modifications as directed by Otay Water District and SDG&E. These unanticipated costs have further reduced
the funds available for TIs to $10.3 million. All known and reasonably foreseeable expenses related to the
construction of the core and shell and site improvements have been calculated and are addressed in the
amended budget summarized in Table 3 below. This amount is well within what would typically be expected
to be funded through an appropriate contingency budget.
2 California Department of Industrial Relations, Division of Occupational Safety and Health.
3 Federal Aviation Administration. Modifications were required to avoid interference with the Very High Frequency
Omnidirectional Range Tactical Air Navigation (“VORTAC”) site located near the Project site.
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Table 3 – December 2024 Amended Project Budget, with Construction Changes
Description Amount
Land Acquisition $ 11,000,000
Pre-Development & Soft Costs $ 3,145,203
GMP – Site Work, Shell & Core $ 64,622,590
Tenant Improvements $ 10,305,888
Soft Costs and Other Reimbursable Expenses $ 3,652,374
Developer & Supervision Fees $ 5,765,731
Grand Total $ 98,491,786
Appropriations to Date $ 96,413,391
Budgetary Shortfall Due to Construction Changes $ (2,078,395)
Millenia Library Buildout
In order to move forward with contracting for TIs for the Library, it is necessary to appropriate additional
funds to the project. Assuming the entire remaining TI budget were to be applied to the library, that would
equate to a TI budget of $171.77 per square foot. Current estimates call for a minimum budget per square
foot of $300, including contingencies and soft costs. In addition, as previously discussed, the original budget
presented did not include an FF&E budget, nor did the budget properly account for A/V expenses for the
state-of-the-art library facility that had been envisioned.
In order to deliver on the library vision expressed, staff recommends increasing the library budget by $11.9
million as summarized in Table 4 below.
Table 4 – Library Buildout Funding Shortfall
Description Amount
Library TI Shortfall $ 7,694,112
FF&E $ 3,213,292
Audio Visual $ 1,000,000
Total $ 11,907,404
Preliminary conversations are underway with Chula Vista Elementary School District (“CVESD”) to site one
of their highly sought after innovation station experiences within the Millenia Library premises. Should these
talks progress and a station experience be located within the Millenia Library, the CVESD would be
responsible for all TI expenses incurred in the buildout of their space.
Tenant 1: San Diego State University
Since 2023, the City Manager has worked directly and diligently with our partners at San Diego State
University (“SDSU”) to understand their space needs and financial constraints. As a result of this extensive
dialogue, staff recommends entering into a Non-Binding Letter of Intent (“LOI”) with SDSU establishing a
framework and timeline for discussion and negotiation of a lease to occupy approximately 7,100 square feet
in the lower level of the Millenia Library Building (see Attachment 1) (the “SDSU Premises”). The SDSU
Premises include approximately 6,000 net square feet of interior space and an approximately 1,100 square
foot exterior patio area and are intended to be dedicated to classroom and related purposes in connection
with the SDSU School of Nursing and other educational uses, including programs associated with the SDSU
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Global Campus. As part of this negotiation, the City has agreed to improve the SDSU Premises per their
programming and operational needs. This commitment also necessitates the completion of TIs in the lower-
level common area and bringing the interior SDSU Premises to a warm shell condition, as the current budget
only brings the building to a cold shell condition (i.e., does not include all HVAC, lighting, etc.). A total budget
of $3.36 million for this purpose is recommended ($180,000 for the common areas, $770,000 to bring the
area to a warm shell condition, and $2.41 million for SDSU Premises TIs). This estimate includes
contingencies and soft costs. SDSU will be solely responsible for any FF&E or additional improvements made
to the exterior patio portion of the SDSU Premises.
Key Deal Terms
1. Initial term of the LOI is one year from the effective date. The LOI may be extended by mutual
agreement of the parties for two (2) additional ninety (90) day periods.
2. Initial term of the lease shall be ten (10) years and shall commence upon the date the City has
completed the TIs and delivered the space to SDSU, and SDSU has completed installation of all
systems and equipment necessary to use the SDSU Premises as intended, but no later than 120 days
after delivery of the space to SDSU.
3. The annual rent to be paid by SDSU to the City shall be one dollar ($1.00).
4. SDSU shall be responsible for certain insurance costs, janitorial and cleaning services, and utilities
serving the SDSU Premises. SDSU shall also be responsible for the cost of any improvements they
make to the SDSU Premises not required to be made by the City.
5. City shall construct and deliver TIs, consistent with TI plans and specifications to be provided by
SDSU, at City’s sole expense.
6. City shall operate and maintain all common areas at its sole cost and expense.
7. SDSU users will have a non-exclusive right to use the parking areas serving the site at no additional
cost.
8. SDSU reserves the right to install information and technology equipment and systems in the SDSU
Premises at their cost and subject to approval by the City.
9. SDSU reserves the right to terminate the LOI in the event that 1) they are unable to secure sufficient
funding for the use and operation of the SDSU Premises as intended; and/or 2) SDSU determines that
it no longer desires to lease the SDSU Premises. These rights are only apply if the termination is
initiated prior to the parties entering into a lease and the City beginning TI construction for SDSU.
Staff recommends entering into a non-binding LOI with SDSU in the form presented in Attachment 1.
Next Steps
With City Council’s approval of the proposed non-binding LOI with SDSU, staff will undertake negotiation of
a lease for the SDSU Premises and TI plans and specifications will be developed by SDSU.
Tenant 2: Chula Vista Entertainment Complex (CVEC)
Staff has also negotiated a non-binding LOI with Chula Vista Entertainment Complex, LLC (“CVEC LLC”) to
establish the framework, terms, and conditions upon which the Parties intend to negotiate future definitive
agreements for CVEC LLC to occupy the top 2 floors of the Millenia Library Building, as well as for the City to
assign our option to acquire the property across the street at 1775 Millenia Avenue (Lot 1) (see Attachment
2).
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The Chula Vista Entertainment Complex project (“CVEC Project”) represents a visionary project aimed at
creating a state-of-the-art entertainment facility that harmonizes creativity, sustainability, and technological
innovation, with a focus on the virtual production industry. Virtual production studios can be used to create
a wide range of content, including film television, video games, advertising, training videos, marketing
materials, product demos, virtual tours, and interactive simulations. The virtual production market is
growing rapidly, driven by the increasing adoption of virtual content creation methods, the ri sing demand
for visual effects in movies and TV shows, and the growing use of virtual production in live events.
The CVEC Project is planned to unfold over three key phases, each contributing to the realization of a
comprehensive symbiotic ecosystem between the film, creative, and small business sectors. Phase 1 consists
of approximately 75,000 square feet located on and being the entirety of floors 3 and 4 of the Millenia Library
Building and will include professional-standard video editing bays and sound effect facilities, audio post-
production studios, associated offices, and coworking space. Phases 2 and 3 are planned for Lot 1 directly
across Millenia Avenue. Phase 2 consists of the construction and development of an approximately 89,600
square foot virtual production studio campus on an approximately 4.96-acre portion of the 8.64-acre Lot 1.
Phase 3 consists of an approximately 25,000 square foot and an approximately 42,000 square foot portion
of the remainder of Lot 1 (see Attachment 3). Phase 3 is envisioned to consist of improvements and uses
supporting Phases 1 and 2, including any combination of film/arts/entertainment-themed commercial,
retail, hotel, and parking. In addition, if there is sufficient demand, additional virtual production studios could
be constructed in Phase 3.
CVEC LLC intends to directly and indirectly train and employ hundreds of filmmakers, content creators, and
technical staff. This workforce will inject skills and talent into the local economy, fostering a creative hub and
helping to close the national talent gap in virtual production. For context, the global virtual production
industry was valued at $2.97 billion in 2023 and is expected to grow to over $10 billion by 20324. Initial
projections provided by CVEC LLC indicate the generation of approximately $545 million in regional
economic impact over the first ten years of operation. In terms of job creation, CVEC LLC estimates that they
will generate 36,000 working days for cast and crew annually, as well as 150-200 permanent jobs. These
impacts will be further analyzed as negotiations progress.
Lot 1 Option Assignment
Pursuant to the terms of the Millenia Parcel Map 22000 Parcel 1 Option, Purchase Agreement and Escrow
Instructions between Millenia 2022, LLC (Seller) and City of Chula Vista (Buyer) (see Attachment 4), the City
has secured the option to acquire the 8.64-acre Lot 1 for the sum of one dollar ($1.00). The City also secured
the right to assign its option and rights to acquire Lot 1 to any individual or entity designated by City, subject
to certain conditions. The proposed LOI anticipates the City assigning its option to purchase Lot 1 to CVEC
LLC. The compensation to the City for the assignment of the option will be the subject of future negotiation
between the parties.
4 Fortune Business Insights (2024, November 4). Virtual Production Market Size, Share & Industry Analysis, By Component
(Technology/System, and Services), By Type (Pre-production, Production, and Post-production), By Application (TV series,
Commercial Ads, Movies, E-sports, and Others), and Regional Forecast, 2024-2032.
https://www.fortunebusinessinsights.com/virtual-production-market-107105
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Key Deal Terms
1. Phase 1: Lease of approximately 75,000 square feet located on and being the entirety of the third and
fourth floors of the Millenia Library Building (the “Phase 1 Premises”).
a. Lease option to be negotiated, with an exclusive twelve (12) month lease option and right.
b. Minimum lease term of ten (10) years following completion of CVEC LLC’s TIs and occupancy,
plus additional periods subject to future negotiation.
c. Base rent shall be below market value for the first three (3) years of the lease term and abated
during the initial nine (9) month construction period of the lease term. Remaining term of the
lease shall be at market rates.
d. CVEC LLC to pay their pro rata share of common area maintenance expenses and utilities and
be solely responsible for the cost of utilities delivered directly to the Phase 1 Premises.
e. CVEC LLC to be solely responsible for cost of constructing Phase 1 Premises TIs.
2. Phase 2: Assignment of option to acquire Lot 1, development of approximately 4.96-acre area.
a. Purchase option to be negotiated, with an exclusive eighteen (18) month purchase option and
right.
b. Purchase price for Lot 1 to be subject to future negotiation between the parties.
c. Subject to future negotiation, the parties agree that there shall be a period of time during
which CVEC LLC shall be restricted from reselling Lot 1, and during which time the City shall
retain the right to repurchase the property or to assign such a right to an entity or individual
designated by the City (the “Restricted Resale Period”). Further, should CVEC LLC sell Lot 1
after the Restricted Resale Period but prior to the end of calendar year 2040, then City shall
participate in the proceeds of such sale, the rate of such participation to be subject to future
negotiation by the parties.
d. CVEC LLC shall commence construction of Phase 2 within six (6) months of the Lot 1 option
close of escrow, subject to certain extension.
e. CVEC LLC shall complete construction of Phase 2 within thirty-six (36) months of start of
Phase 2 construction, subject to force majeure.
3. Phase 3: Construction of an approximately 25,000 square foot and approximately 42,000 square foot
portion of the remainder of Lot 1.
a. CVEC LLC shall commence construction of Phase 3 within sixty (60) months of completing
construction of Phase 2, subject to certain extension.
b. CVEC LLC shall complete construction of Phase 3 within thirty-six (36) months of start of
Phase 3 construction, subject to force majeure.
Staff recommends entering into a non-binding LOI with CVEC LLC in the form presented in Attachment 2.
Next Steps
With City Council’s approval of the proposed non-binding LOI with CVEC LLC, staff will undertake negotiation
of the Phase 1 Lease Option and the Lot 1 Purchase Option.
Rent to be paid by CVEC LLC for floors 3 and 4 of the Millenia Library Building will be subject to future
negotiation between the parties, and such monies will be available to offset operational costs of the building.
Remaining Space Program
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Preliminary conversations are underway with Sweetwater Union High School District (“SUHSD”) to occupy
the remaining space in the lower level (adjacent to SDSU’s Premises). The space would be used to support
the district’s successful Launch Virtual Academy, a flexible, engaging, and equitable online public school
experience serving students in grades 7 through 12 that reside in San Diego County. Staff will continue to
negotiate potential lease terms with SUHSD and, if successful, return to the Council with a letter of intent
early next year.
With SDSU and SUHSD occupying the lower level and CVEC occupying fl oors 3 and 4, the only remaining
leasable space in the building is an approximately 6,000 square foot space that has been reserved for a
café/coffee shop amenity. The City intends to issue a request for proposals to build out and operate the space
mid-2025.
Lot 7 Early Close
In conjunction with the December 2022 action approving construction of the Millenia Library Building, the
City Council authorized entering into a Purchase and Sale Agreement (“PSA”) with LMC-Millenia Investment
Company, L.P. (Seller) and the City of Chula Vista (Buyer) (see Attachment 5).
The PSA obligated the City to purchase a 7.06-acre parcel (Lot 7) and all associated plans and construction
drawings. Chesnut, the owner and developer of Lot 7, was obligated to complete improvements to the City’s
specifications and provide a turnkey building to the City upon close of escrow. In exchange, the City agreed
to reimburse Chesnut for certain pre-development and soft costs (approx. $3.1 million) and to pay Chesnut
$11 million to acquire Lot 7. In addition, the City committed to paying Chesnut a Developer Fee of 4% of
Reimbursable Costs, excluding Land Acquisition, and a Construction Supervision Fee of 3.5% of Hard
Construction Costs (capitalized terms are as defined in the PSA). To date, the City has paid Chesnut in excess
of $3 million in combined Developer and Construction Supervision Fees.
In light of the significant budgetary shortfalls discussed above and to reduce impacts to other projects, the
City will be exercising its option to close escrow on Lot 7 early, to coincide with the completion of the site
work, core and shell. This will generate project savings in Developer and Construction Supervision Fees that
would otherwise be payable to Chesnut for the construction of TIs.
Exercising the early close option is projected to generate net savings of just under $1.2 million.
The City has informed Chesnut of our intent to exercise the early close option in the PSA.
Otay Ranch Village 14 Developer Public Benefit Funds
The December 2022 City Council action authorized and relied upon a number of interfund loans based upon
a reasonable expectation of future dollars being available for this purpose. Included within the loan from the
Trunk Sewer Capital Reserve (Fund 413) was a Developer Contribution (Public Benefit) associated with the
future development of Otay Ranch Village 14 in the amount of $5,163,958. Subsequent to the City Council’s
approval of the interfund loan in 2022, the Otay Ranch Village 14 project was acquired from the developer
and converted into permanent conservation land (San Diego National Wildlife Refuge). As a result of this
transfer of ownership and change in planned use, the City will no longer be receiving the anticipated Public
Benefit funds from this project.
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Staff recommends eliminating the interfund loan authorized between the Trunk Sewer Capital Reserve Fund
and the Otay Ranch Village 14 Developer Contribution Fund and replacing project funds in an equivalent
amount with one-time monies from the Capital Improvement Project Fund. The Capital Improvement Project
Fund’s capacity to make this contribution is attributable to one-time fiscal year 2023-24 General Fund
revenues made available by reimbursements from other agencies as well as savings in other projects.
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property holdings
within 1,000 feet of the boundaries of the property which is the subject of this action. Consequently, this item
does not present a disqualifying real property-related financial conflict of interest under California Code of
Regulations Title 2, section 18702.2(a)(7) or (8), for purposes of the Political Reform Act (Cal. Gov’t Code
§87100, et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any other fact
that may constitute a basis for a decision-maker conflict of interest in this matter.
CURRENT-YEAR FISCAL IMPACT
Funds appropriated to date total $96,413,391. In order to complete the library space and complete the SDSU
TIs and lower-level common areas, a $22.5 million appropriation from the available fund balance and other
project savings within the Capital Projects Fund to capital improvement project GGV0267 is requested, as
summarized in Table 5 below.
Table 5 – Additional Funds Requested
Description Amount
Site Work, Core & Shell Shortfall $ 2,078,395
Library TI Shortfall $ 7,694,112
Library FF&E $ 3,213,292
Library A/V $ 1,000,000
SDSU TI $ 2,410,000
SDSU Warm Shell $ 770,000
Lower-Level Common Areas $ 180,000
Increased Developer & Supervision Fees5 $ 1,164,812
Early Close Net Savings $ (1,175,554)
Replace OR Village 14 Developer Contribution $ 5,163,958
Total Shortfall $ 22,499,015
With the addition of these funds, the estimated Project cost increases to $113.75 million, as summarized in
Table 6 below.
5 Additional Developer (4%) and Supervision (3.5%) Fees payable per the PSA for the additional funds being added for the Library
TI Shortfall, Library FF&E, Library AV, SDSU TI, SDSU Warm Shell, and Lower-Level Common Areas.
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Table 6 – December 2024 Updated Budget
Description Original Budget Change Amount
Land $ 11,000,000 $ 0 $ 11,000,000
Pre-Development & Soft Costs $ 3,145,203 $ 0 $ 3,145,203
McCarthy GMP $ 62,778,547 $ 1,844,043 $ 64,622,590
Library: TI, FF&E, A/V $ 13,750,000 $ 8,463,292 $ 22,213,294
SDSU: Warm Shell, Common Areas, TI $ 0 $ 3,360,000 $ 3,360,000
Soft Costs and Other Reimbursable Expenses $ 0 $ 3,652,374 $ 3,652,374
Developer & Supervision Fees $ 5,739,641 $ 15,347 $ 5,754,988
Grand Total $ 96,413,391 $ 17,335,057 $ 113,748,448
The Capital Improvement Project Fund’s capacity to make this contribution is attributable to one-time fiscal
year 2023-24 General Fund revenues made available by reimbursements from other agencies as well as
savings in other projects. An updated summary of the funding sources for the Project is provided in Table 7
below.
Table 7 – December 2024 Sources of Funds
Funding Sources Amount %
PFDIF $ 31,780,433 28%
Developer Contributions6 $ 29,469,000 26%
Capital Projects Fund (GF) $ 22,499,015 20%
State Grants Fund $ 30,000,000 26%
Total $ 113,748,448
As illustrated in Table 7, with this action, just over one-quarter (26%) of the Project’s funding is being
provided by the state with the City providing the remaining three-quarters (74%) of the funds.
Approving this appropriation allows staff to proceed with bidding out construction of the library space , the
SDSU Premises and the lower-level common areas.
ONGOING FISCAL IMPACT
Staff anticipates contracting for professional building management and maintenance services, the cost of
which will be determined through a future competitive procurement process.
Both non-binding LOIs presented for Council consideration this evening reflect tenant responsibility for
certain operations and maintenance expenses, reducing the ongoing costs to be funded by the City. Rent to
be paid by CVEC LLC for floors 3 and 4 of the Millenia Library Building will be subject to future negotiation
between the parties, and such monies will be available to offset operational costs of the building.
6 Developer Contributions include the following: 1) Otay Ranch Village 3 Economic Development Funds in the amount of
$3,000,000; 2) Sunbow Job Enhancement Funds in the amount of $8,000,000; 3) Otay Ranch Village 2 Publi c Benefit Contribution
Funds in the amount of $7,810,000; and 4) Otay Ranch Village 13 Public Benefit Contribution Funds in the amount of $10,659,000 .
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As we near completion of the Millenia Library Building, staff will return with operational staffing and
contractual services recommendations, along with associated costing for the Council’s consideration.
ATTACHMENTS
1. Non-Binding Letter of Intent with SDSU
2. Non-Binding Letter of Intent with CVEC LLC
3. CVEC Phase 2 and 3 Site Plan
4. Lot 1 Option, Purchase Agreement and Escrow Instructions
5. Lot 7 Purchase and Sale Agreement
Staff Contact: Tiffany Allen, Assistant City Manager
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City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING NON-BINDING LETTER OF
INTENT BETWEEN THE CITY AND THE BOARD OF
TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY ON
BEHALF OF SAN DIEGO STATE UNIVERSITY (SCHOOL OF
NURSING AND GLOBAL CAMPUS)
WHEREAS, the City is in the process of constructing a 168,000 square foot class “A”
office building at 1775 Millenia Avenue (the “Project”); and
WHEREAS, the Board of Trustees of the California State University, which is the State of
California acting in its higher education capacity, on behalf of San Diego State University, one of
twenty-three (23) universities in the California State University system (“CSU”) desires to lease
certain portions of the Project, consisting of approximately 7,100 square feet, consisting of
approximately 6,000 net square feet of interior space and approximately 1,100 net square feet of
exterior patio space (the “SDSU Premises”) for classroom and related purposes in connection with
the San Diego State University School of Nursing and for other education purposes, including
other programs associated with the San Diego State University Global Campus; and
WHEREAS, the City and CSU (the “Parties”) desire to enter into a non-binding letter of
intent to establish the framework, terms, and conditions upon which the Parties intend to negotiate
in good faith a lease for the SDSU Premises and any other definitive agreements that the Parties
might find necessary or advisable in connection with these matters, to be presented to their
respective governing boards for their consideration and approval.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it approves the Non-Binding Letter of Intent, between the City and the Board of Trustees of
the California State University on behalf of San Diego State University (School of Nursing and
Global Campus), in the form presented, with such minor modifications as may be required or
approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk,
and authorizes and directs the Mayor to execute same.
Presented by Approved as to form by
Tiffany Allen Marco A. Verdugo
Assistant City Manager City Attorney
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Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING NON-BINDING LETTER OF
INTENT BETWEEN THE CITY AND CHULA VISTA
ENTERTAINMENT COMPLEX, LLC
WHEREAS, the City is in the process of constructing a 168,000 square foot class “A”
office building at 1775 Millenia Avenue (the “Project”); and
WHEREAS, the City is party to that certain Millenia Parel Map 22000 Parcel 1 Option,
Purchase Agreement and Escrow Instructions between Millenia 2022, LLC, a Delaware limited
liability company as Seller and City as Buyer, dated as of March 30, 2023 (the “Lot 1 Agreement”);
and
WHEREAS, Chula Vista Entertainment Complex, LLC (“CVEC LLC”) desires to lease
certain portions of the Project, consisting of the third and fourth floors in their entirety (the “CVEC
Premises”) and to secure an option to purchase 1730 Millenia Avenue (“Lot 1”) as an assignee of
the City and pursuant to the terms of the Lot 1 Agreement to developer the Chula Vista
Entertainment Complex project (the “CVEC Project”); and
WHEREAS, the CVEC Project represents a visionary project aimed at creating a state -of-
the-art entertainment facility that harmonizes creativity, sustainability, and technological
innovation; and
WHEREAS, the CVEC Project is envisioned to unfold across three key phases, each
contributing to the realization of a comprehensive symbiotic ecosystem between the film, creative,
and small business sectors, allowing them to reach their full potential in the City and San Diego
County; and
WHEREAS, the City and CVEC LLC (the “Parties”) desire to enter into a non-binding
letter of intent to establish the framework, terms, and conditions upon which the Parties intend to
negotiate in good faith a lease for the CVEC Premises and an option to acquire Lot 1, along with
any other definitive agreements that the Parties might find necessary or advisable in connection
with these matters, to be presented to their respective governing boards for their consideration and
approval.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it approves the Non-Binding Letter of Intent, between the City and Chula Vista Entertainment
Complex, LLC, in the form presented, with such minor modifications as may be required or
approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk,
and authorizes and directs the Mayor to execute same.
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Resolution No.
Page 2
Presented by Approved as to form by
Tiffany Allen Marco A. Verdugo
Assistant City Manager City Attorney
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Form Rev 3/6/2023
RESOLUTION NO. __________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROPRIATING FUNDS TO COMPLETE
CONSTRUCTION OF THE MILLENIA LIBRARY AND OFFICE
BUILDING AND ELIMINATING AN ASSOCIATED
INTERFUND LOAN BETWEEN THE TRUNK SEWER
CAPITAL RESERVE FUND AND THE DEVELOPER
CONTRIBUTION (PUBLIC BENEFIT) FUND
WHEREAS, on December 6, 2022, the City Council adopted Resolution Nos. 2022-273
through 2022-275, approving a Purchase and Sale Agreement with LMC-Millenia Investment
Company (“Chesnut”) to acquire 7.06 acres of undeveloped land on Lot 7 of Millenia located at
1775 Millenia Avenue (APN 643-060-57-00); approving a Project Development Agreement with
LMC-Millenia Investment Company to construct a 168,000 square foot class “A” library and
office building, a 6,100 square foot amenity building, a parking structure, related site work and
improvements; and making necessary budget amendments, authorizing interfund loans, and
appropriating $96.4 million for the project, respectively; and
WHEREAS, following the December 6, 2022 action of the City Council let the project out
to bid and selected McCarthy Building Companies (“McCarthy”) as the prime contractor; and
WHEREAS, during the initial contract negotiations with McCarthy, it was necessary to
eliminate the amenity building and parking structure from the scope of development and make
other value engineering decisions to control costs and keep the project within the December 6,
2022 appropriation; and
WHEREAS, due to a combination of cost overruns on the construction of the building’s
core and shell and development of the site, it is necessary to appropriate an additional $17,335,057
to complete construction of the building, including furnishing the library and constructing certain
tenant improvements for San Diego State University pursuant to a non-binding letter of intent
being considered by the City Council in conjunction with this item; and
WHEREAS, the December 6, 2022 action included an interfund loan from the Trunk Sewer
Capital Reserve Fund that relied upon $5,163,958 anticipated to be received in conjunction with
the future development of Otay Ranch Village 14; and
WHEREAS, Otay Ranch Village 14 has been converted into permanent conservation land
that will not be developed and the City will not receive the public benefit contribution previously
anticipated; and
WHEREAS, it is therefore necessary to replace the Otay Ranch Village 14 developer
contribution fees and eliminate the associated interfund loan; and
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Resolution No.
Page 2
WHEREAS, there are sufficient monies in the Capital Improvement Fund to complete the
project due to one-time fiscal year 2023-24 General Fund revenues, including reimbursements
from other agencies as well as savings in other projects.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista,
that it amends the fiscal year 2024-25 CIP Program budget by appropriating $22,499,015 from the
available balance of the Capital Project Fund to CIP GGV0267 and eliminates the previously
approved interfund loan from the Trunk Sewer Fund (413) to the Developer Contribution (Public
Benefit) Fund (262) in the amount of $5,163,958.
Presented by Approved as to form by
Tiffany Allen Marco A. Verdugo
Assistant City Manager City Attorney
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LOI, Page 1
NON-BINDING LETTER OF INTENT
[SDSU School of Nursing - SDSU Global Campus]
This NON-BINDING LETTER OF INTENT (“LOI”) is entered into effective as of
December 10, 2024 (“Effective Date”) by and between The Board of Trustees of the California
State University, which is the State of California acting in its higher education capacity, on behalf
of San Diego State University, one of twenty-three (23) universities in the California State
University system (“CSU”), and the City of Chula Vista, a chartered municipal corporation
(“City”), with reference to the following facts:
A. City owns and operates a public library located at 1775 Millenia Ave., Chula Vista,
California 91915 (the “Library”), including that certain building containing approximately
168,000 square feet of space (the “Building”) and adjacent parking areas, driveways, sidewalks,
and other common areas (indoor and outdoor) available for the use of the general public and/or
users and occupants of the Library (collectively, “Common Areas”).
B. CSU desires, subject to the satisfaction of certain terms and conditions, to lease
certain portions of the Library (such portions, containing approximately 7,100 net square feet
consisting of approximately 6,000 square feet of interior space and 1,100 square feet of exterior
patio space (“Patio Space”), and as shown in Exhibit A attached hereto, collectively
the “Premises”) for classroom and related purposes in connection with the San Diego State
University School of Nursing (the “SDSU Nursing School”) and for other educational purposes,
including other programs associated with the San Diego State University Global Campus
(the “SDSU Global Campus”) (collectively, the “Permitted Uses”).
C. Both City and CSU recognize and acknowledge the benefit to each arising from the
use of the Premises by CSU for the SDSU Nursing School and SDSU Global Campus, and
accordingly, City staff and CSU desire to enter into this LOI to establish the framework, terms and
conditions upon which the parties intend to negotiate in good faith a lease for the Premises (the
“Lease”) and any other definitive agreements that the parties might find necessary or advisable in
connection with these matters, to be presented to their respective governing boards for their
consideration and approval.
1. Nature of the LOI.
1.1 General Purpose. The general purpose of this LOI is to establish a framework and
timeline for discussions between CSU and City for the negotiation of the terms and conditions of
the Lease, including without limitation the allocation of the parties’ respective rights and
obligations relating to the use and occupancy of the Premises by CSU and its students, faculty,
staff, and guests (collectively, “CSU Users”), and the conditions precedent to the parties execution
of the Lease.
1.2 Specific Objectives. During the “Term” (defined below) of this LOI the parties
agree to meet and confer in good faith to negotiate the terms upon which the parties may be willing
to enter into the Lease and any other definitive agreement(s) with respect to the use and occupancy
of the Premises and Common Areas by the CSU Users (each, including without limitation the
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LOI, Page 2
Lease, a “Definitive Agreement”). Any Definitive Agreement would be subject to approval by
each party’s respective governing board, each acting in its sole discretion. The preliminary terms
for such negotiations are set forth in Section 2 of this LOI, below.
1.3 Term. The initial term of this LOI (“Term”) shall commence on the Effective Date
and terminate one (1) year thereafter. CSU and the City by mutual consent may elect, to extend
the Term for two (2) periods of ninety (90) days each with written notice and confirmation at any
time prior to the expiration of the initial Term, or first extension period, as applicable.
1.4 Exclusivity. During the Term of this LOI, each party reserves its absolute right to
pursue or evaluate other projects and opportunities, subject to the limitations set forth herein. For
CSU, this includes, without limitation, any and all possible additions, or expansions to its existing
CSU campuses, and/or other locations for the SDSU School of Nursing and/or SDSU Global
Campus. For City, this includes, without limitation, any and all other potential tenants for space
in the Library, except that, notwithstanding anything in this LOI to the contrary, as a binding
obligation on City under this LOI, City will not negotiate with other entities regarding the Premises
during the Term, and City will not negotiate with other parties with respect to transactions that
would be reasonably expected to have a material adverse effect on CSU’s ability to lease the
Premises from the City as described herein or as otherwise intended, or have a material adverse
effect on the satisfaction of the conditions precedent to the effectiveness of any Definitive
Agreement.
1.5 No Pre-Commitment. The parties expect to cooperate in good faith regarding the
matters described in this LOI. Notwithstanding the foregoing, by execution of this LOI, neither
party is agreeing to undertake any activity requiring the subsequent approval and execution of any
Definitive Agreement. CSU and City reserve full and unfettered discretion to approve or
disapprove any subsequent action required by either respective party with respect to the matters
described in this LOI, subject to the limited binding obligations on City pursuant to Section 1.4
above.
2. Key Terms. Upon the execution of this LOI, City staff (“City Staff”) and CSU staff (“CSU
Staff”), and their respective representatives and consultants, if any, shall, in good faith, attempt to
negotiate the terms and conditions of the Lease and all other Definitive Agreements (if any). As
currently contemplated by the parties, the Lease and any other Definitive Agreement shall contain
terms and conditions substantially consistent with the following terms and conditions, and other
terms and conditions to be negotiated by the parties:
2.1 Key Lease Terms and Conditions.
(a) In General. The Lease shall grant CSU and the other CSU Users the right
to use and occupy the Premises, on an exclusive basis, and all Common Areas, on a non-exclusive
basis, during the term of the Lease (the “Lease Term”). The CSU Users shall have the right to
occupy and use the Premises for purposes relating to the SDSU Nursing School and/or SDSU
Global Campus, and for such other related uses as may be allowed pursuant to the Lease and any
other Definitive Agreement.
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(b) Lease Term. The Lease Term shall be for ten (10) years and shall
commence upon the date after City has completed the tenant improvements and delivered the space
to CSU, and CSU has completed the installation of all of its systems and equipment so that CSU
may commence using the Premises as intended, but no later than one hundred twenty (120) days
after initial delivery of space to SDSU. CSU shall have early entry rights to the Premises and
Common Areas so that it can perform such installation work.
(c) Rentals, Charges and Fees. There shall be no rents, charges and fees
payable by CSU under the Lease, other than annual rent of $1.00 to be paid by CSU to City on the
commencement of the Lease Term and annually thereafter, and except as set forth below in this
Section 2, CSU shall have no obligations or liabilities with respect to any costs, fees, expenses,
and charges relating to the operation, maintenance, management, and/or ownership of the
Premises, Building, Common Areas, and other parts of the Library, including without limitation
all costs relating to operation, maintenance, repair, taxes, insurance, cleaning, and security
(collectively, the “City’s O&M Costs”), and the City shall be solely responsible for all City’s
O&M Costs. Notwithstanding the foregoing and any contrary provision in this LOI, the City O&M
Costs shall NOT include, and CSU shall be solely responsible for, (i) liability insurance with
respect to the CSU use of the Premises and Common Areas, (ii) property insurance for any CSU
owned property, (iii) any improvements to the Premises, subject to approval by the City, not
required to be made by the City, (iv) janitorial services for the Premises, (v) any costs associated
with information technology for the Premises, (vi) any costs related to claims or liabilities arising
out of CSU use of the Premises or any CSU negligent act or omission (vii) cost for furniture, and
(viii) separately metered (or submetered) utilities for the Premises. Notwithstanding any contrary
provision in this LOI, CSU will agree to indemnify and hold the City harmless for any claims and
liabilities related to the CSU’s use of the Premises in accordance with the mutually agreed upon
terms of the Lease and any other applicable Definitive Agreements. Additionally, City hereby
agrees that with respect to janitorial services for the Premises, CSU shall have the right, at its
election, to contract with City’s janitorial service provider for the Library and/or reimburse the
City directly for the costs of janitorial services to the Premises.
(d) Tenant Improvements. CSU will provide City with the Tenant
Improvement plans and specifications for the buildout of tenant improvements within the Premises
exclusive of the Patio Space, and City will be responsible for constructing such tenant
improvements at City’s cost and in accordance with a construction schedule approved by CSU. If
CSU determines it needs a fence and egress gate in the Patio Space, it may request to install said
improvements in the Patio Space with design subject to approval by the City and all costs borne
by CSU.
(e) Maintenance and Repair. CSU shall be solely responsible for janitorial and
cleaning services for the Premises (subject to the last sentence of subclause (c) above), and for
repairing any material damage to the Library to the extent caused by negligent acts, omissions, or
willful misconduct of any CSU User, but otherwise all maintenance and repair of the Premises
shall be the City’s obligation at its sole cost and expense. The City shall also maintain all Common
Areas at its sole cost and expense, with no costs, fees, or charges being passed through to CSU.
(f) Parking. Notwithstanding any contrary provision in this LOI, the CSU
Users will have the right, at no additional cost, charge or fee to CSU, to use the parking areas
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serving the Library on a non-exclusive basis, and City will not impose any cost, charge, or fee for
parking during the Lease Term.
(g) Technology. CSU shall have the right, at its cost and subject to City
approval, to install its information technology equipment and systems in the Premises, and portions
of the Common Areas as may be reasonably required, including cabling, WiFi, and such other
equipment and systems as CSU desires, and to operate such equipment and systems during the
Lease Term. Neither City nor any other user of the Library shall be allowed to access or use such
equipment or systems, and without limiting CSU’s other rights to be set forth in the Lease, CSU
shall have the right to install security to prevent any unauthorized use. If required to share common
MDF/ID, CSU and City agree to use individual secured cabinets to ensure integrity of each
respective party’s equipment.
(h) Access; Security. Notwithstanding CSU’s exclusive rights with respect to
the Premises, the CSU Users shall have the right to access and use the Premises and Common
Areas at all times designated by CSU with written notice to City, and to the extent that the Library
is not open to the public at all such times the City shall allow CSU Users to still have the ability
to access and use Premises and Common Areas. CSU shall have the right, at their cost and subject
to approval by the City, to install a security system at the Premises which may include key card
access and other equipment, if the City’s access and security systems are unable to satisfy all legal
requirements that CSU is obligated to comply with under Federal and/or State and local laws, or
insufficient to comply with CSU access and security standards and protocols for its facilities. City
shall reasonably cooperate with CSU in connection with the design, installation, and operation of
any security system installed by CSU.
(i) Right of First Offer. If at any time during the Lease Term vacant space
becomes available for rent on the lower level of the Building, CSU shall have one right to offer to
lease such space from the City upon City’s notice that space is available, with costs and terms to
be negotiated between the City and CSU. If the parties do not agree, working in good faith, on
lease costs and terms of any additional space in the lower level of the Building within six (6)
months of City’s notice that space is available, then CSU’s right of first offer shall terminate and
City will have no obligation to offer CSU such additional space in the lower level of the Building.
(j) Vendors; Service Providers. City shall provide CSU with the names and
contact information for the vendors and service providers used by the City at the Library and CSU
shall have the right, but not obligations, to contract with such vendors and service providers, if
elected by CSU, for any services that CSU needs or desires at the Premises.
2.2 Termination of LOI.
(a) For Breach. In the event either party fails to fulfill its obligations under this
LOI, the non-defaulting party shall have the right to terminate the agreement for cause, after
providing notice and a reasonable opportunity to cure.
(b) Other Rights of Termination. CSU shall have the right to terminate its
obligations under this LOI in the event that (a) CSU is unable to secure sufficient funding for the
use and operation of the Premises as intended by CSU (including sufficient funding for all
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equipment needed for such use and operation), and/or (b) CSU determines, in its sole discretion,
that it no longer desires to lease the Premises. These LOI termination rights only apply if the
termination is initiated prior to the parties signing any Definitive Agreement and before City
begins Tenant Improvements for CSU.
3. General Provisions.
3.1 Integration. This LOI expresses the complete understanding of the parties with
respect to the subject matter herein and supersedes all prior proposals, agreements, representations
and understandings. This LOI may not be amended except in a writing signed by both parties.
3.2 Further Assurances. The parties agree to perform such further acts and to execute
and deliver such additional documents and instruments as may be reasonably required in order to
carry out the provisions of this LOI and the intentions of the parties.
3.3 Each Party to Bear its Own Costs. Unless otherwise expressly agreed in writing,
each party acknowledges and agrees that it shall bear its own costs incurred in connection with the
implementation of this LOI without expectation or right of reimbursement from the other party.
3.4 No Third-Party Beneficiaries. Except as specified in this Section 3.4, there are no
third-party beneficiaries with respect to any party’s obligations under the terms of this LOI, nor
any third party or agent entitled to any commission, finder’s fee or other compensation as a result
hereof. The City has an Exclusive Lease Listing Agreement with CBRE Group, Inc. for Millenia
Lots 1 and 7. CSU shall not be responsible for any brokerage fees under that listing agreement, to
the extent applicable.
3.5 Ongoing Evaluation of Legal Restrictions. Implementation of this LOI is subject
to all applicable laws and the parties will continue to evaluate the impact of applicable laws to the
transactions contemplated by this LOI and in the event such applicable laws limit, make
impractical or unlawful any of the provisions contemplated by this LOI the Parties will negotiate
in good faith alternate terms. The Lease and any other Definitive Agreement is intended to address
the terms of this LOI in light of applicable legal requirements and restrictions.
3.6 Counterparts. This LOI may be executed in any number of counterparts and each
counterpart shall be deemed to be an original document. All executed counterparts together shall
constitute one and the same document, and any counterpart signature pages may be detached and
assembled to form a single original document.
3.7 Incorporation. The Exhibits attached hereto are hereby incorporated by this
reference into this LOI.
3.8 Drafting. In the event of a dispute between any of the parties hereto over the
meaning of this LOI, both parties shall be deemed to have been the drafter hereof, and any
applicable law that states that contracts are construed against the drafter shall not apply.
3.9 Notices. Any notice that may or must be given by either party under this LOI shall
be in writing and shall be delivered (i) personally, or (ii) by a nationally recognized overnight
courier, addressed to the party to whom it is intended. A notice shall be deemed delivered on the
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date received or when delivery is refused. Any notice given to City or CSU shall be sent to the
respective address set forth below, or to such other address as that party may designate.
City
276 Fourth Ave.
Chula Vista, CA 91910
Attn: City Manager
with a copy to:
276 Fourth Ave.
Chula Vista, CA 91910
Attn: City Attorney
CSU
401 Golden Shore
Long Beach, CA 90802
Attn: Office of General Counsel
with a copy to:
SDSU
5500 Campanile Drive
San Diego, CA 92182
Attn: Vice President for Business & Financial
Affairs, CFO
3.10 Governing Law. This LOI will be governed by and in all respects construed in
accordance with the laws of the State of California.
[NEXT PAGE IS SIGNATURE PAGE]
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LOI, Signature Page
SIGNATURE PAGE TO
NON-BINDING LETTER OF INTENT
[SDSU School of Nursing - SDSU Global Campus]
IN WITNESS WHEREOF, by signing below the parties agree to enter into and abide by
the terms of this LOI as of the Effective Date.
THE BOARD OF TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY,
the State of California acting in its higher education capacity,
on behalf of San Diego State University
Approved by: ________________________________
Name: __________________________
Title: __________________________
Date: _________________, 2024
Recommended by: _______________________________
Name: _________________________
Title: _________________________
Date: _________________, 2024
CITY OF CHULA VISTA
By: ____________________________________
John McCann, Mayor
Approved as to Form:
By: __________________________
Marco A. Verdugo, City Attorney
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EXHIBIT A
Premises
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NON-BINDING LETTER OF INTENT
CHULA VISTA ENTERTAINMENT COMPLEX
This Non-Binding Letter of Intent ("LOI") is for the proposed development of the state-
of-the-art Chula Vista Entertainment Complex (the "Project" or "CVEC") to be developed at 1775
Millenia Avenue (APN 643-060-57-00) and 1730 Millenia Avenue (APN 643-066-15-00) in Chula
Vista, California (the “Primary Project Site”), and is dated for reference purposes only December
3, 2024 (the "Effective Date"), by and between Chula Vista Entertainment Complex, LLC, a
California limited liability company (the "Buyer") and the City of Chula Vista, a California charter
city and municipal corporation (the "Seller" or the “City”) (also collectively referred to herein
collectively as the “Parties”), with reference to the following facts:
A. City is party to that certain Millenia Parcel Map 22000 Parcel 1 Option, Purchase
Agreement and Escrow Instructions between Millenia 2022, LLC, a Delaware limited liability
company as Seller and City of Chula Vista as Buyer, dated as of March 30, 2023 (the “Lot 1
Agreement”).
B. City owns 383.8 acres located southeast of the intersection of Eastlake Parkway
and Hunte Parkway, Chula Vista, California (the “University Innovation District”).
C. The Project represents a visionary project aimed at creating a state-of-the-art
entertainment facility that harmonizes creativity, sustainability, and technological innovation. The
CVEC will unfold across three key phases, each contributing to the realization of a comprehensive
symbiotic ecosystem between the film, creative, and small business sectors, allowing them to reach
their full potential in the City and San Diego County.
D. The Project is anticipated to be developed in three (3) phases, generally described
as (i) the lease of space for, and the development of, coworking space, professional-standard video
editing bays and SFX facilities, audio post-production studios and associated office space at 1775
Millenia Avenue (referred to herein as “Phase 1”), (ii) construction and development of an
approximately 89,600 square foot virtual production studio campus at 1730 Millenia Avenue
referred to herein as “Phase 2”), and (iii) improvements and uses supporting Phase 1 and Phase
2, which may include film/arts/entertainment-themed commercial, retail and/or hotel space, and/or
parking facilities, or, if there is sufficient demand therefor, additional virtual production studios at
1730 Millenia Avenue (referred to herein as “Phase 3”), all as more specifically described in
Exhibit “A” attached hereto.
E. Both Buyer and Seller recognize and acknowledge the benefit to each arising from
the location, development, and operation of the Project within the City, and synergy with the City’s
University Innovation District.
F. Accordingly, Buyer and Seller desire to enter into this LOI to establish the
framework, terms and conditions upon which the Parties intend to negotiate in good faith the
Definitive Agreements (defined in Section 5.1 below), the purchase of the Phase 2 Property
defined in Section 2.1 below), and development of the Project upon the terms set forth in this
LOI.
ACN No. 2024-316
Docusign Envelope ID: B4878BD7-BD4B-4506-BAAA-B11EEAE25811
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G. Notwithstanding any other provision to the contrary in this LOI, this LOI is not
intended to constitute a binding agreement, but rather to serve as the basis for negotiating and
drafting definitive agreements between the parties containing the terms stated in this LOI as well
as other terms and conditions to be determined. Neither party will rely on this LOI as binding on
the other; any such reliance would be imprudent and unreasonable. Neither party will be bound
unless and until a definitive agreement has been executed and delivered by both parties and
approved by the Chula Vista City Attorney. It is understood that this LOI does not contain all the
essential terms that the parties expect will be part of an agreement. Further negotiations between
the parties are contemplated before a binding agreement will be prepared.
1. Phase 1 - Lease of Office Space.
1.1 Phase 1 Property. The leased premises for Phase 1 consists of approximately
75,000 rentable square feet located on and being the entirety of the third and fourth floors (the
Phase 1 Property") of the building located at 1775 Millenia Avenue, Chula Vista, California.
The Building is currently under construction by the City and is anticipated to be completed in the
Fall of 2025.
1.2 Lease Option Period. Seller, as landlord, and Buyer, as tenant, will negotiate an
exclusive twelve (12) month (“Lease Option Period”) option and right (the "Lease Option") to
lease the Phase 1 Property on the following terms and conditions provided herein. Buyer shall
have the right to exercise the Lease Option by delivering written notice thereof to Seller (the
Lease Option Exercise Notice") at any time during the Lease Option Period. In the event Buyer
fails to timely deliver the Lease Option Exercise Notice, then Buyer shall be deemed to have
waived the Lease Option, the Lease Option shall thereafter terminate and be of no further force or
effect, and Buyer shall execute and deliver such reasonable documentation as is necessary to
confirm such waiver. Notwithstanding anything herein to the contrary, the Lease Option shall
immediately terminate and be of no further force or effect the upon the expiration of the Lease
Option Period if (i) the Lease Option Exercise Notice is not delivered by Buyer prior thereto , or
ii) the Parties do not enter into the Lease (defined in Section 1.3 below) during the Lease Option
Period.
1.3 Lease Form and Terms. Buyer and Seller shall use reasonable efforts to agree in
writing upon the material terms and upon the actual form of a "Lease” during the Lease Option
Period. The Lease will address, without limitation, the following:
a. Term. The Lease Term shall be for a minimum of ten (10) years following
completion of Buyer’s tenant improvements or occupancy, plus additional option periods to be
negotiated in good faith between the Parties.
b. Base Rent. The Base Rent for the Phase 1 Property shall be below fair
market value for the first three (3) years of the Lease Term and shall be abated during the initial
nine (9) month construction period of the Lease Term.
c. Maintenance and Utility Expenses. Buyer shall pay Seller, as Additional
Rent, Buyer’s pro rata share of the common area maintenance expenses and utilities. Buyer shall
be solely responsible for cost of utilities delivered directly to and serving the Phase 1 Property.
Docusign Envelope ID: B4878BD7-BD4B-4506-BAAA-B11EEAE25811
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d. Tenant Improvements. Buyer shall perform tenant improvements, at
Buyer’s sole expense, to the Phase 1 Property for the uses described in Recital B above. Any
major changes to the uses generally described in Recital D above shall be approved by Seller, as
landlord, in writing.
2. Phase 2 - Approximately 4.96 Acre Parcel within Lot 1 at 1730 Millenia Avenue.
2.1 Phase 2 Property. Phase 2 is to be developed on an approximately 4.96 acre
portion of the approximately 8.64 acre parcel located at 1730 Millenia Avenue, Chula Vista,
California (such portion being referred to herein as the "Phase 2 Property"), and as described or
depicted on Exhibit "A" attached hereto. As of the date of this LOI, Seller has an option to
purchase Lot 1 pursuant to and as provided in that certain Option, Purchase Agreement and Escrow
Instructions dated as of March 30, 2023 (the “Millenia Option Agreement”), by and between
Seller, as buyer, and Millenia 2022 (“Millenia Owner”), as seller. If Seller grants Buyer the Lease
Option, Buyer and Seller will negotiate terms applicable during the Lot 1 Option Period, whereby
Seller will agree it (i) shall enforce all of its rights and remedies relative to Lot 1 under the Millenia
Option Agreement, and (ii) shall not (a) modify or terminate the Millenia Option Agreement
relative to Seller’s rights in and to Lot 1, (b) sell Lot 1 and/or any right, title or interest that Seller
has therein or thereto (including, without limitation, the right to acquire the same pursuant to the
Millenia Option Agreement) to a third party, or (c) acquire fee title to Lot 1 without prior written
notice to Buyer.
2.2 Grant of Exclusive Option to Purchase Lot 1. Seller and Buyer will negotiate an
exclusive eighteen (18) month ("Lot 1 Option Period") option and right to purchase all of Seller’s
right, title and interest in and to Lot 1 (which shall mean and include for all purposes of this Section
2 all of Seller’s rights, title and interest with respect to Lot 1 under and pursuant to the Millenia
Option Agreement) at a price to be agreed upon between the Parties during the Lot 1 Option Period
as more fully provided below, and on the following general terms and conditions provided herein
the "Lot 1 Purchase Option"). Buyer shall have the right to exercise the Lot 1 Purchase Option
by delivering written notice thereof to Seller (the "Lot 1 Purchase Option Exercise Notice") at
any time during the Lot 1 Option Period. In the event Buyer fails to timely deliver the Lot 1
Purchase Option Exercise Notice during the Lot 1 Option Period, then Buyer shall be deemed to
have waived the Lot 1 Purchase Option, the Lot 1 Purchase Option shall thereafter terminate and
be of no further force or effect, and Buyer shall execute and deliver such reasonable documentation
as is necessary to confirm such waiver. Notwithstanding anything herein to the contrary, the Lot
1 Purchase Option shall immediately terminate and be of no further force or effect upon the upon
the expiration of the Lot 1 Option Period if (i) the Lot 1 Purchase Option Exercise Notice is not
delivered by Buyer prior thereto, or (ii) the Parties do not agree upon the form of the Development
Agreement (defined in Section 2.4 below) and/or enter into the Lot 1 Purchase Agreement (defined
in Section 2.3 below) during the Lot 1 Option Period.
2.3 Lot 1 Purchase Agreement and Terms; Lot 1 Due Diligence. Buyer and Seller
shall use reasonable efforts to agree in writing upon the material terms and upon the actual form
of a disposition and development agreement for all of Seller’s right, title and interest in and to Lot
1, including therein, or as a stand-alone document, the assignment of Seller’s rights, title and
interest in and to the Millenia Option Agreement to Buyer as a “Permitted Assignee” under and in
form satisfying the requirements of the Millenia Option Agreement (collectively the "Lot 1
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Purchase Agreement”) during the Lot 1 Option Period. The Lot 1 Purchase Agreement will
address, without limitation, the following:
a. Purchase Price. Buyer shall be responsible for directly paying the purchase
price payable to Millenia Owner for Lot 1 under the Millenia Option Agreement. Buyer and Seller
shall negotiate any additional the purchase price payable by Buyer to Seller for Lot 1 in good faith
during the Lot 1 Option Period. Seller agrees to assign all of its right, title and interest in and to
Lot 1 to Buyer pursuant to section 3.4 of the Lot 1 Agreement below market value in consideration
for Buyer’s significant investment in the Project and the public benefits that the Project will
provide to the City and its residents (the “Lot 1 Purchase Price”).
b. Lot 1 Purchase Agreement and Escrow. The Parties agree to execute the
Lot 1 Purchase Agreement for the purchase of all of Seller’s right, title and interest in and to Lot
1 using First American Title Company, which also is the escrow agent under the Millenia Option
Agreement, or any other mutually acceptable licensed escrow company (the "Escrow Agent")
containing the following terms of sale: (i) the assignment to Buyer as a “Permitted Assignee”,
immediately effective upon the execution of the Lot 1 Purchase Agreement, of Seller’s rights under
the Millenia Option Agreement to acquire Lot 1, (ii) the Parties shall open escrow for the Lot 1
Purchase Agreement and Buyer shall exercise the option to purchase Lot 1 under the Millenia
Option Agreement at the earlier of: a) five (5) business days following Buyer’s delivery of the
Lot 1 Purchase Option Exercise Notice, or b) upon full execution of the Lot 1 Purchase Agreement;
iii) escrow shall be for a period of not less than seventy-five (75) days and not more than one
hundred five (105) days, as determined by Buyer pursuant to the terms of the Millenia Option
Agreement; (iv) the purchase price shall be paid by Buyer in cash or by wire-transfer upon the
close of escrow (the "Lot 1 Option Closing"); (v) concurrent with the Lot 1 Option Closing, the
Escrow Agent shall provide and deliver to Buyer, an owner’s title insurance policy in the amount
of the purchase price showing title in the condition approved by Buyer as the “Buyer” under and
pursuant to the Millenia Option Agreement (the "Title Insurance Policy"); (vi) Buyer shall pay
one-half of the escrow fee, recording fees, and notary fees payable under the Lot 1 Purchase
Agreement and any amounts payable by the “Buyer” under the Millenia Option Agreement; (vii)
Seller shall pay one-half of the escrow fee payable under the Lot 1 Purchase Agreement; (viii) all
other escrow costs and charges payable under or with respect to the Lot 1 Purchase Agreement
shall be borne one-half by Buyer and one-half by Seller; and (ix) the close of escrow under the Lot
1 Purchase Agreement shall be conditioned upon satisfaction of all of the conditions precedent to
closing under the Millenia Option Agreement for the benefit of the “Buyer” thereunder, receipt of
an estoppel certificate from Millenia Owner as to the then-current status and non-existence of a
breach of the obligations of the owner of Lot 1 under the Millenia Option Agreement, and the
occurrence of the closing thereunder. If Buyer timely elects the Lot 1 Purchase Option, then Seller
agrees to take such action as is necessary, if any, to assign the Millenia Option Agreement to Buyer
as a permitted assignee thereunder.
c. Repurchase and Assignment Option. Buyer and Seller shall agree, in the
Lot 1 Purchase Agreement, upon a period of time during which Buyer shall be restricted from
selling Lot 1 to a third party after the Lot 1 Option Closing (the “Restricted Resale Period”).
During this period, City shall retain the right to repurchase the property for an amount not to exceed
the Lot 1 Purchase Price, or to assign such right to any individual or entity designated by the City.
If any such sale, conveyance, or transfer occurs after the Restricted Resale Period but prior to the
end of calendar year 2040, then within thirty (30) days after the consummation of such sale,
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conveyance, or transfer, Buyer shall pay to City a percentage of the gross proceeds received from
such sale, conveyance, or transfer in accordance with a schedule, to be agreed to in the Lot 1
Purchase Agreement.
d. Due Diligence Period. Buyer shall have until 5:00 p.m. (Pacific Time) on
the date that is the last day of the Lot 1 Option Period (the "Due Diligence Period") to review and
approve or disapprove all matters relating to Lot 1. To the extent in Seller's possession, Seller
agrees to deliver to Buyer, within ten (10) business days following receipt of written request from
Buyer or promptly thereafter for new and additional information, all documents, written
information and materials provided by Millenia Owner to Seller pursuant to the Millenia Option
Agreement and all other material and relevant documents that would be binding upon Lot 1 after
the Lot 1 Option Closing. Buyer shall be solely responsible for the cost of any Buyer inspections,
investigations and studies.
e. Entry by Buyer. If requested by Buyer, Seller shall request approval of
Millenia Owner for Buyer and Buyer's representatives, prior to the execution of the Lot 1 Purchase
Agreement, to have a right of entry onto Lot 1 for the purpose of conducting inspections,
investigations and studies, including, but not limited to, a Phase I environmental study. Buyer
shall indemnify Seller and Millenia Owner from and against any and all liabilities arising out of
such entry by Buyer or its representatives onto Lot 1 (except such indemnification shall not apply
to Buyer's mere discovery of any pre-existing adverse physical condition at Lot 1 and Buyer shall
not be liable for consequential, punitive or special damages), and Buyer further agrees to promptly
restore Lot 1 substantially to its original condition at Buyer's sole cost and expense.
2.4 Development Agreement; Phase 2 Obligations. To the extent that these terms
and provisions are not addressed in the Lot 1 Purchase Agreement, Buyer and Seller shall use
reasonable efforts to agree in writing upon the material terms and upon the actual form of a
Development Agreement" during the Lot 1 Option Period and to be entered into by the Parties
at the Lot 1 Option Closing. The obligations contemplated in this Section 2.4 shall be a condition
precedent to the Lot 1 Purchase Agreement. The Development Agreement (and/or the Lot 1
Purchase Agreement) will address, without limitation, the following with respect to Phase 2:
a. Buyer’s obligation to construct all onsite improvements for Phase 2 on Lot
1 consistent with the "Phase 2 Project Description and Site Plan" attached hereto as Exhibit
A". Buyer will be obligated to complete all such improvements at Buyer's sole expense, using
materials and methods consistent with state-of-the-art production studios. Seller hereby approves
the Phase 2 Project Description and Site Plan. Buyer shall be allowed to make minor changes to
the Phase 2 Project Description and Site Plan without further consent. Any major changes to the
Phase 2 Project Description (including any use of Phase 2 that is not consistent with the approved
uses described therein) and Site Plan shall be approved by Seller in writing.
b. Buyer will be responsible for the preparation and processing of construction
plans and drawings and securing required permits for construction of Phase 2 required by the City
to commence construction of Phase 2, such that, subject to force majeure delays, Buyer shall have
such approvals as are required for Buyer to commence, and Buyer shall commence, construction
of Phase 2 within six (6) months of the Lot 1 Option Closing ("Phase 2 Construction
Commencement Date"), provided that Buyer shall have the right to extend the Phase 2
Construction Commencement Date for up to six (6) months provided the following requirements
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are met: (i) Buyer notifies Seller of the extension no less than one hundred twenty (120) days prior
to the originally-scheduled Phase 2 Construction Commencement Date of its desire to exercise the
extension and (ii) Buyer has completed its final construction plans and is in plan check with the
City prior to the originally-scheduled Phase 2 Construction Commencement Date. Buyer's
obligations within such six-month period will include, without limitation, the timely submission
of all necessary construction documents, securing all necessary approvals, permits, and clearances
for construction of Phase 2, and ensuring compliance with applicable local, state, and federal
regulations. Buyer and Seller will coordinate with each other to ensure that all construction plans
meet the requirements and specifications in accordance with the terms of this LOI and Phase 2
Project Description and Site Plan.
c. Subject to force majeure delays, Buyer shall be obligated to complete
construction of Phase 2 within thirty-six (36) months of the commencement of the Phase 2
construction work ("Phase 2 Construction Completion Date"). The Development Agreement
will include customary remedies in favor of Seller in the event that Buyer fails to commence
construction of Phase 2 on or before the Phase 2 Construction Commencement Date and/or to
complete construction of Phase 2 on or before the Phase 2 Construction Completion Date.
3. Phase 3 - Approximately 25,000 Square Foot and 42,000 Square Foot Parcels within
Lot 1 at 1730 Millenia Avenue
3.1 Phase 3 Property. Phase 3 is to be developed on approximately 25,000 square
foot and 42,000 square foot portions of the remainder of Lot 1, adjacent to the Phase 2 Property
Lot 1 exclusive of the Phase 2 Property being referred to herein as the "Phase 3 Property"), and
as described or depicted on Exhibit "A" attached hereto. The Phase 2 Property and the Phase 3
Property each may be referred to herein individually as a “Property” or collectively as the
Properties”.
3.2 Development Agreement Phase 3 Obligations. The obligations contemplated in
this Section 3.2 shall be a condition precedent to the Lot 1 Purchase Agreement. The Development
Agreement (and/or the Lot 1 Purchase Agreement) will address, without limitation, the following
with respect to Phase 3:
a. Buyer’s obligation to construct all onsite improvements for Phase 3 on the
Phase 3 Property consistent with the "Phase 3 Project Description and Site Plan" attached hereto
as Exhibit "A". Buyer will be obligated to complete all such improvements at Buyer's sole
expense, using materials and methods consistent with state-of-the-art production studios. Seller
hereby approves the Phase 3 Project Description and Site Plan. Buyer shall be allowed to make
minor non-structural changes to the Phase 3 Project Description and Site Plan without further
consent. Any other changes to the Phase 3 Project Description and Site Plan shall be approved by
Seller in writing.
b. Buyer will be responsible for the preparation and processing of construction
plans and drawings and securing required permits for construction of Phase 3 required by the City
to commence construction of Phase 3, such that, subject to force majeure delays, Buyer shall have
such approvals as are required for Buyer to commence, and Buyer shall commence, construction
of Phase 3 within sixty (60) months following completion of construction of Phase 2 ("Phase 3
Construction Commencement Date"), provided that Buyer shall have the right to extend the
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Phase 3 Construction Commencement Date for up to six (6) months provided the following
requirements are met: (i) Buyer notifies Seller of the extension no less than one hundred twenty
120) days prior to the originally-scheduled Phase 3 Construction Commencement Date of its
desire to exercise the extension and (ii) Buyer has completed its final construction plans and is in
plan check with the City prior to the originally-scheduled Phase 3 Construction Commencement
Date. Buyer's obligations within such sixty-month period will include, without limitation, the
timely submission of all necessary construction documents, securing all necessary approvals,
permits, and clearances for construction of Phase 3, and ensuring compliance with applicable local,
state, and federal regulations. Buyer and Seller will coordinate with each other to ensure that all
construction plans meet the requirements and specifications in accordance with the terms of this
LOI and Phase 3 Project Description and Site Plan.
c. Subject to force majeure delays, Buyer shall be obligated to complete
construction of Phase 3 within thirty-six (36) months of the commencement of the Phase 3
construction work ("Phase 3 Construction Completion Date"). The Development Agreement
will include customary remedies in favor of Seller in the event that Buyer fails to commence
construction of Phase 3 on or before the Phase 3 Construction Commencement Date and/or to
complete construction of Phase 3 on or before the Phase 3 Construction Completion Date.
4. Brokerage Commissions. Buyer represents and warrants to Seller and Seller represents
and warrants to Buyer, that no broker or finder has been engaged by it, respectively, in connection
with the transaction contemplated by the Purchase Agreement, or to its knowledge is in any way
connected with such transaction In the event of any claims for such other brokers' or finders' fees
or commissions in connection with the negotiation, execution or consummation of the Purchase
Agreement, then Buyer shall protect, indemnify, save harmless and defend Seller from and against
such claims if they shall be based upon any statement or representation or agreement by Buyer,
and Seller shall protect, indemnify, save harmless, and defend Buyer if such claims shall be based
upon any statement, representation or agreement made by Seller.
5. Definitive Agreements.
5.1 Preparation. Promptly following Seller’s execution of this LOI, or upon Buyer’s
exercise of any of the option rights discussed herein, Buyer shall cause its legal counsel to prepare
the initial draft of the Lot 1 Purchase Agreement, Development Agreement, and Lease ("Definitive
Agreements").
5.2 Other Terms. Buyer and Seller acknowledge that the terms and conditions
contained herein are not exhaustive but shall serve as the basis for the preparation of the Definitive
Agreements, which shall contain such additional customary and market terms and conditions as
agreed to between the Parties, including representations and warranties, closing documents and
conditions and default provisions.
6. Compliance with Laws. Compliance with all applicable federal, state, and local laws and
regulations will be Buyer's sole responsibility with respect to the Project. The Parties shall
negotiate indemnities as part of the negotiation of the Definitive Agreements.
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7. Tax Incentives. Buyer and Seller agree to use best efforts to jointly pursue and collaborate
on promoting and securing available tax incentives within San Diego County to support the Project
and film product within the region.
8. Confidentiality. Each Buyer and Seller acknowledge that this LOI, along with all other
communication and information related thereto (collectively, the "Confidential Information"),
shall be kept strictly confidential and shall not be disclosed to any other party; provided, however,
that each Buyer and Seller shall have the limited right to disclose Confidential Information
i) pursuant to any law, regulation or similar legal process, and (ii) as necessary, to its directors,
officers, employees, financial institutions, existing or potential partners, legal counsel, consultants
and advisors, provided such parties are obligated to maintain the confidentiality of such
Confidential Information.
9. Ongoing Evaluation of Legal Restrictions. Implementation of this LOI is subject to all
applicable laws and the Parties will continue to evaluate the impact of applicable laws to the
transactions contemplated by this LOI and in the event such applicable laws limit, make
impractical or unlawful any of the provisions contemplated by this LOI the Parties will negotiate
in good faith alternate terms. Any Definitive Agreement is intended to address the terms of this
LOI in light of applicable legal requirements and restrictions.
10. Notices. All notices or other communications required or permitted hereunder shall be in
writing, and shall be (i) personally delivered (including by means of professional messenger
service or reputable air express service utilizing receipts) or (ii) sent by email (provided that if sent
by email, a copy of such notice is sent pursuant to clause (i) above within one (1) Business Day
thereafter). Notices shall be deemed delivered upon the date of receipt thereof if received prior to
5:00 p.m. Pacific time, and if not so received, shall be deemed received upon the following
Business Day. Refusal of notice shall be deemed delivery.
To Buyer: Chula Vista Entertainment Complex, LLC
9936 Scripps Westview Way, #255
San Diego, California 92131
Attn: Aaron David Roberts, CEO
Email: aaron@chulavistaec.com
and: Crosbie Gliner Schiffman Southard & Swanson LLP
12750 High Bluff Drive, Suite 250
San Diego, California 92130
Attn: Tom Crosbie
Email: tcrosbie@cgs3.com
To Seller: City Manager
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Email: CityManager@chulavistaca.gov
and: City Attorney
City of Chula Vista
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276 Fourth Avenue
Chula Vista, California 91910
Email: attorney@chulavistaca.gov
Notice of change of address shall be given by written notice in the manner detailed in this Section
12.
11. Miscellaneous. This LOI:
11.1 Contains all of the terms agreed upon between the Parties hereto with respect to the
proposed Project, and all prior agreements, understandings, representations and statements, oral or
written, between the Parties hereto are merged into this LOI;
11.2 May not be modified, amended, or terminated, nor any of its provisions be waived,
except in writing and signed by each of the Parties hereto or their respective successors or assigns;
11.3 May be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same agreement, and may be executed by a party's
signature transmitted electronically, which shall have the same force and effect as copies hereof
executed and delivered with original wet signatures;
11.4 May be held to be invalid, or any provision thereof to be invalid, by any court of
competent jurisdiction, but the invalidity of such provision shall not affect the validity of any other
provisions hereof and all of such other provisions shall continue unimpaired in full force and effect;
11.5 Shall be governed by and construed in accordance with the laws of the State of
California without regard to its conflicts of laws provisions; and
11.6 In the event of any dispute hereunder, or of any action to interpret or enforce this
LOI, any provision hereof or any matter arising herefrom, the prevailing party shall be entitled to
recover its reasonable costs, fees and expenses, including, but not limited to, reasonable attorneys’
fees, witness fees, expert fees and other professional fees, costs and expenses, whether suit be
brought or not, and whether in settlement, in any declaratory action, in any bankruptcy action, at
trial or on appeal.
If the foregoing terms and conditions are state your understanding of the terms on which we will
proceed with negotiations for the preparation of the definitive agreements, please execute and
return a fully executed copy of this LOI to my attention. As noted above, this LOI is not intended
to be contractually binding on either party. It will act merely as a basis to proceed with further
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negotiations. This offer shall expire at 5:00 p.m. (Pacific Time) on January 31, 2025. We very
much appreciate the opportunity to work together on bringing this Project to life.
Very truly yours,
CHULA VISTA ENTERTAINMENT COMPLEX,
LLC, a California limited liability company
By:
Name: Aaron David Roberts
Title: Chief Executive Officer
AGREED AND ACCEPTED:
This 3rd day of December, 2024
SELLER"
CITY OF CHULA VISTA
By:
Name: John McCann
Title: Mayor
ATTEST
Name: Kerry K. Bigelow, MMC
Title: City Clerk
APPROVED AS TO FORM
By:
Name: Marco A. Verdugo
Title: City Attorney
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EXHIBIT "A"
Project Description and Site Plan
Phase 1 Project Description and Site Plan: 1775 Millenia Avenue, Floors 3 and 4. Creative
Co-Work & State of the Art Production Offices
Buyer to oversee tenant improvements to build out the coworking space, professional-standard
video editing bays and SFX facilities, audio post-production studios, and associated office spaces
on floors 3 and 4.
Phase 2 Project Description and Site Plan: 1730 Millenia Avenue (CVEC Studios 1-3)
The total footprint of Phase 2 is roughly 4.96 acres of the 8.64 acres on Lot B.
Construction of a standalone 89,600 square foot virtual production studio campus,
housing three virtual production studios and a warehouse, including soundproofing, and
installation of specialized video production technology. Intend to break ground between
Q2 2025 and Q1 2026.
Development of loading docks for commercial vehicles/tour buses/semi-trucks etc. with
a dedicated loading roll-up door for each studio and the warehouse.
Installation of fiber optic business line internet throughout the complex along with a
server room and any other communications equipment.
Implementation of sustainable technologies such as solar power generation, water
recycling systems, and energy management systems.
Parking Lot or Parking Garage construction for between 150 and 600 vehicles on
between 50,000-60,000 square feet, depending on site plans.
Phase 3 Project Description and Site Plan: Commercial Development at 1730 Millenia
Avenue (proposed)
Development of two different lots of ~25,000 square feet and ~42,000 square feet
respectively surrounding the initial CVEC building on the 8.64-acre Lot B.
The spaces could be used to build exclusive film/arts/entertainment-themed commercial,
retail, or hotel space or to build a multi-purpose space combining all three.
If a parking garage is not constructed in Phase 2 and more parking is needed, one of the
two lots could become additional parking.
Alternatively, depending on the demand of CVEC Studios 1-3, one of the two lots could
be used to construct more virtual production stages instead of multi-use commercial
space.
EXHIBIT “A”
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EXHIBIT “A”
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11581495.1
MILLENIA PARCEL MAP 22000 PARCEL 1
OPTION, PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
BETWEEN
MILLENIA 2022, LLC
a Delaware limited liability company
SELLER"
and
CITY OF CHULA VISTA
BUYER"
ACN# 2023-055
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OPTION, PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS OPTION, PURCHASE, AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement")
dated as of March 30, 2023 (“Effective Date”), is entered into by and between MILLENIA 2022,
a Delaware limited liability company, formerly known as SLF IV – Millenia, LLC, a Delaware
limited liability company ("Seller"), and CITY OF CHULA VISTA ("Buyer” or “City"). This
Agreement constitutes (i) an assignable option to purchase, (ii) upon exercise of the option, a
contract of purchase-and-sale agreement and (iii) escrow instructions to FIRST AMERICAN
TITLE INSURANCE COMPANY ("Escrow Holder"), whose consent appears at the end of this
Agreement. Seller and City/Buyer are sometimes individually referred to herein as a “Party” and
collectively as “Parties.”
ARTICLE 1
RECITALS
A. City and McMillin Otay Ranch, LLC (“Original Master Developer”) entered into
the Development Agreement By and Between the City of Chula Vista and McMillin Otay Ranch,
LLC that was recorded October 27, 2009 as Document No. 2009-0595116 Official Records of the
San Diego County Recorder (“Development Agreement”).
B. On or about February 22, 2011, Seller succeeded to Original Master Developer’s
rights under the Development Agreement, and subsequently entered into with City that certain
First Amendment to Development Agreement that was recorded July 27, 2018 as Document No.
2018-0306624 (“First Amendment”), and that certain Second Amendment to Development
Agreement approved by the City Council on February 7, 2023, and recorded February 21, 2023 as
Document No. 2023-0043553 (“Second Amendment”). As used herein, the “Development
Agreement” shall mean the original Development Agreement as amended by the First Amendment
and the Second Amendment.
C. Under the terms of the Second Amendment, in consideration for certain
acknowledgements and agreements by City regarding Seller’s rights under the terms of the
Development Agreement, City’s agreements to facilitate and expedite processing of a proposed
hotel project and residential project, and for other good and valuable consideration, Seller agreed
to grant City an option to acquire the Property (defined below), all on the terms more particularly
described therein (“City’s Option”).
D. The Parties now desire to enter into this Agreement for purposes of implementing
City’s Option.
NOW, THEREFORE, in consideration of the above Recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
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ARTICLE 2
DEFINITIONS
In addition to the definitions contained elsewhere in this Agreement, unless the context
otherwise indicates, the following terms shall have the meanings as set forth in this Article:
Business Day" means any day other than Saturday, Sunday or any legal state or national
holiday observed in the State of California.
Buyer's Feasibility Condition" means the Buyer's Feasibility Condition described in
Section 5.1(a) below.
Cash" means (i) currency, (ii) a check or checks currently dated, payable to Escrow
Holder or ordered and honored upon presentation for payment, or (iii) funds wire-transferred or
otherwise deposited into Escrow Holder's account at Escrow Holder's direction, in each event in
U.S. dollars.
CFDs" mean each Community Facility District which is established or becomes
established and covers the Property or any portion thereof.
Close of Escrow" means the date the Seller's Grant Deed (a copy of which is attached as
Exhibit "B" hereto) and any other documents to be recorded on the Closing Date pursuant to the
terms hereof are filed for record.
Closing Date" is defined in Section 11.2.
City" means the City of Chula Vista.
City Development Plans" refers to the City planning and zoning approvals and other
governmental regulations and requirements applicable to the Property and other land as the same
have been and may become changed and/or amended from time to time.
City Entry Permit” has the meaning set forth in Section 6.6.
City’s Option” has the meaning set forth in Recital C.
County" means the County of San Diego, State of California.
Design Review Application” means Seller’s (or its respective successors-in-interests’)
site plan and design review applications for the Hotel Project and the Residential Project, as
applicable.
Development Agreement” has the meaning set forth in Recital B.
Districts” shall mean the CFDs and/or other assessment districts currently or hereafter
affecting the Property.
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Escrow Holder" means First American Title Insurance Company, 4380 La Jolla Village
Drive, Suite 200, San Diego, CA 92122. Sheri Keene is expected to be the escrow officer for this
transaction.
Exercise Notice” has the meaning set forth in Section 3.3.
Final “A” Map” means the Parcel Map.
Force Majeure Events” means, as it relates to Buyer or Seller’s obligations hereunder
except for monetary obligations), delays caused by unusual, extreme and adverse weather
conditions, fire, flood, earthquake, or other acts of God, strikes, boycotts or general labor disputes
impacting the Property or Buyer’s development thereof and other property in general but not
specifically related to the Project, riots, insurrections or acts of terrorism, shortages of materials or
labor, moratorium, or other factors beyond the reasonable control of Buyer or Seller, as applicable.
General and Special Real Estate Taxes" means all charges evidenced by the secured
tax bill issued by the Tax Collector of the County, including, but not limited to, amounts allocated
to (i) County or City general governmental purposes, (ii) bonded indebtedness of the County or
City, (iii) bonded or other indebtedness and operating expenses of any school, college, sewer,
water, irrigation, hospital, library, utility, county service, community facilities district or other
district, and (iv) any other lawful purpose.
Governing Agency” means the State, City and/or other governmental or quasi-
governmental agency, entity, body or authority, as applicable.
Hold-Down Site” has the meaning set forth in Section 6.4.
Hotel Driveway Improvements” has the meaning in Section 6.13.
Hotel Lot” means Parcel 2 of Parcel Map No. 22000.
Hotel Project” means that certain four-story hotel to be constructed on the Hotel Lot,
including the Hotel Driveway Improvements and other access improvements necessary to provide
customary access to the existing signalized intersection with Millenia Avenue, and all related
improvements.
Lot” and “Lots” have the meanings set forth in Section 5.1(c).
Lot 19” means Lot 19 of Parcel Map 16081.
Jogging Trail” means a jogging trail, as depicted on the Parcel Map as Parcels A and B
or the Jogging Trail Lot, to be aligned and located on the Property along the portion thereof
adjacent to Millenia Avenue and constructed by Seller after Close of Escrow in compliance with
the conditions of Final Map 16081 of Official Records of the San Diego County Recorder and the
Project Entitlements.
Jogging Trail Improvements” means all improvements to be designed, permitted,
constructed, installed and completed by Seller on the Jogging Trail, at Seller’s cost and expense,
consistent with the City Development Plans.
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Jogging Trail Lot” means, collectively, Parcels A and B of Parcel Map No. 22000 on
which the Jogging Trail will be located.
Master Association” has the meaning set forth in Section 14.6(a).
Master Association Documents” has the meaning set forth in Section 14.6(a).
Master Declaration" means that certain First Amended and Restated Declaration of
Covenants, Covenants and Restrictions and Establishment of Easements of Millenia recorded
September 7, 2016 as document no. 2016-0468648 of Official Records of the San Diego County
Recorder, as the same may be further amended or supplemented from time to time. Buyer and
Seller intend that the Property will be covered by the Master Declaration at or prior to Close of
Escrow.
Millenia Project” means that approximately 206 acres planned for a mixed use, transit
oriented urban center in the City within the area identified as the Eastern Urban Center in the Otay
Ranch General Development Plan. The Millenia Project is generally bordered to the north by
Birch Road, to the south by future Hunte Parkway, to the west by State Route 125, and to the east
by Eastlake Parkway.
Opening of Escrow” means the date that Buyer delivers the Exercise Notice to Seller in
order to exercise City’s Option to purchase the Property hereunder and the Escrow Officer has
executed the Consent of Escrow Holder attached hereto as part of this Agreement.
Parcel Map” means Parcel Map No. 22000 filed February 22, 2023 as Document No.
2023-7000065 of the Official Records of San Diego County Recorder.
Parks Agreement” means that certain Agreement Regarding Construction of Parks in a
Portion of Otay Ranch Eastern Urban Center between McMillin Otay Ranch, LLC and the City of
Chula Vista recorded October 28, 2009 as document 2009-0599389 of Official Records of the San
Diego County Recorder, as such agreement has been or may be amended from time to time.
Parking Management Plan” means that certain City approved Millenia Parking
Management Plan prepared by Linscott, Law and Greenspan Engineers, dated November 28, 2016,
as amended by that certain Amendment #1 dated March 20, 2020 and approved by the City on
February 5, 2021, as both may be amended or updated from time to time.
Project Entitlements” means the terms and provisions of the Development Agreement,
the Sectional Planning Area (SPA) plan, Master Association Documents, Parking Management
Plan, and all other permits, maps, and entitlements affecting the Property, as they may be amended
from time to time, or that may be required to be obtained by Buyer for the Buyer’s development
of the Property.
Property” means that certain real property in the City of Chula Vista, County of San
Diego, State of California, zoned for hotel use, the legal description of which is set forth on Exhibit
A" hereto. The Property is generally described as Parcel 1 of Parcel Map No. 22000 filed in the
Office of the County Recorder of San Diego County. The Property consists of approximately 8.64
gross acres.
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Residential Project” means that certain residential project to be constructed on Lot 19,
consisting of not less than 220 nor more than 250 residential units and related improvements.
Seller Entry Permit” has the meaning in Section 6.4.
Seller’s Group” is defined in Section 4.2.
State” means the State of California.
Title Insurer" means First American Title Insurance Company, whose address is 4380
La Jolla Village Drive, Suite 200, San Diego, California 92122.
ARTICLE 3
OPTION AND PURCHASE TERMS
3.1 In General; Option Consideration. On the terms set forth herein, Seller agrees
to sell and Buyer, or its Permitted Assignee (defined below), upon the timely and proper exercise
of City’s Option, agrees to buy the Property for the sum of One Dollar ($1.00) (the “Purchase
Price”) payable in Cash at Closing. Within three (3) Business Days after the full execution of this
Agreement, Buyer will deliver to Escrow Holder the sum of One Hundred Dollars ($100.00) which
shall be immediately released to and retained by Seller as consideration for entering into this
Agreement (the “Option Consideration”). The Option Consideration will not be applied to the
Purchase Price at Closing. Any interest on the Option Consideration shall accrue for the benefit
of Seller.
3.2 Option Term. The term of City’s Option (the "Option Term") shall commence on
the date that the Parcel Map has been recorded and shall automatically expire on the date occurring
five (5) years thereafter (the "Option Termination Date"). The Option Term may be extended
by written mutual agreement of the Parties.
3.3 Exercise of City’s Option Rights. At any time during the Option Term, City, or
City’s Permitted Assignee as authorized under Section 3.4 below, may exercise the Option by
timely sending Seller a written notice of Optionee's intention to exercise the Option (the "Exercise
Notice") with a proposed closing date consistent with the provisions of Section 11.2 below.
3.4 Assignment. City may assign City’s Option and its rights to acquire the Property
under the terms of this Agreement to any individual or entity designated by City (“Permitted
Assignee”) without the prior consent of Seller, provided that: (a) City gives Seller written notice
of such assignment within thirty (30) days after such assignment; and (b) City’s Permitted
Assignee executes an instrument in a form reasonably satisfactory to Seller agreeing to be bound
by all the terms and conditions of the City’s Option and this Agreement, except as may otherwise
be mutually agreed between Permitted Assignee and Seller as provided in this Section. Following
any such assignment by City to its Permitted Assignee, subject to the foregoing requirements,
Seller agrees to meet and confer with City and/or City’s Permitted Assignee in order to identify
and make available to the Permitted Assignee any additional or updated “Property Information”
as defined in Section 4.4 below) that Seller may have developed in accordance with Section 4.4,
and to consider minor, non-material proposed amendments as may be proposed thereby. Any such
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amendments agreed to by Seller shall be in writing and executed by Seller and City’s and/or City’s
Permitted Assignee, as applicable. In the event of any such assignment by City to City’s Permitted
Assignee, the Permitted Assignee shall be and become (i) the “Buyer” hereunder, (ii) the grantee
of Seller's Grant Deed, (iii) the insured owner under the Title Policy, and (iv) the person or entity
having the right or obligation to (a) deliver statements, (b) deliver documents, (c) give approvals,
d) waive conditions, or (e) make demands, all as may be permitted or required by this Agreement
and not then already accomplished by City. From and after any such assignment by City to a
Permitted Assignee, the City shall be relieved and released from any further obligations under this
Agreement.
ARTICLE 4
RIGHT TO ENTER
4.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern
with, responsibility for, nor liability for this Article.
4.2 Right to Enter Upon the Property. Buyer (including any Permitted Assignee as
Buyer), its employees, agents, contractors, consultants and independent contractors
Representatives”) (collectively, “Entering Parties”), may, prior to Close of Escrow, enter upon
the Property to reasonably inspect, survey and test the conditions present on the Property and/or
for purposes of designing any planned improvements. Entering Parties shall only enter the
Property after giving five (5) Business Days advance written notice to Seller and shall afford Seller
the opportunity to accompany Entering Parties. Entering Parties shall not conduct any drilling,
boring or other invasive testing of the Property without the prior written consent of Seller, which
consent shall not be unreasonably withheld, conditioned or delayed. Buyer or its Assignee shall
fully protect, defend (with counsel of Seller's choice), hold harmless and indemnify Seller,
Millenia Real Estate Group, LLC, Meridian Communities, LLC, Meridian Development, LLC,
Meridian Building Services, Inc., and their respective members, managers, officers, employees,
agents, consultants, contractors, representatives, successors and assigns (“Seller’s Group”) and
the Property itself from any and all claims, suits, causes of action, liabilities, damages, losses,
costs, injuries, liens (including but not limited to mechanic's, materialman's, contractor's and
similar liens), actions or judgments of any kind or nature (including, without limitation, reasonable
attorneys' fees, expert fees, and litigation costs and expenses) (collectively, “Losses”) to the extent
arising from any entry onto the Property by Entering Parties or the negligent acts and omissions
or willful misconduct of Entering Parties on the Property, excluding any such Losses caused by
Seller’s or any Seller Group party’s gross negligence or willful misconduct. Before undertaking
any activity on the Property which requires a permit from the appropriate governmental agency,
Entering Parties will obtain such permits and pay any fees or expenses required to obtain or carry
out said permits. Termination of this Agreement will not terminate Entering Parties’ obligations
hereunder. Should Buyer's right to purchase the Property or any portion thereof terminate, Buyer
will, immediately after such termination, at Buyer's sole cost, return the Property to its physical
condition as it existed immediately before such damage caused by Entering Parties.
4.3 Insurance. Prior to any entry on the Property by Entering Parties, such parties
shall secure and maintain, at their sole cost, the following policies of insurance on which Seller
shall be an "Additional Insured" and which shall include coverage for Entering Parties, its
employees', agents', consultants', contractors', and subcontractors' activities on or in any way
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relating to the Property: (a) commercial general liability and property damage insurance, including
contractual liability, with limits of not less than $1,000,000 per occurrence for bodily injury,
personal injury and property damage, and with $2,000,000 general aggregate; (b) comprehensive
automobile liability insurance for all licensed vehicles operated or used, including owned, hired
and non-owned autos, with a minimum combined Single Limit for Bodily Injury and Property
Damage of $1,000,000 for each accident; (c) workers' compensation and employer's liability
insurance in accordance with the provisions of California law; (d) Employer's liability insurance
of not less than $1,000,000; (e) Umbrella/Excess Liability Insurance providing excess liability
coverage with respect to the commercial general liability, business automobile liability and
employers’ liability policies described above, on an occurrence basis with limits of at least
2,000,000 per occurrence and $2,000,000 general aggregate and products/completed operations
aggregate; and (f) unless waived in writing by Seller, or not available on commercially reasonably
terms in the insurance market as reasonably demonstrated by Buyer, Contractors Pollution
Liability Insurance, covering Buyer from claims brought by third parties for bodily injury and
property damage, including but not limited to cleanup costs, arising from pollution conditions,
including but not limited to release of hazardous substances, arising from operations conducted
under this Agreement by Buyer, or its agents or contractors, with limits in the amount of not less
than the equivalent of $1,000,000 each loss and $1,000,000 general aggregate. Such insurance
shall be written as follow form or with a form that provides coverage that is at least as broad as the
underlying insurance policies. Each of the policies required hereunder may be subject to a self-
insured retention not to exceed $250,000 (except for the Contractors Pollution Liability Insurance,
which, if not waived by Seller, may be subject to a self-insured retention not to exceed $500,000),
provided that Entering Parties shall be responsible for the payment of any claims within such
retention as if fully covered by such insurance. The policies of insurance described in clauses (a),
b) and (e) above shall each name Seller, Millenia Real Estate Group, LLC, Meridian
Communities, LLC, Meridian Development, LLC, and Meridian Building Services, Inc. and such
other entity(ies) as Seller may designate as "Additional Insured" parties pursuant to an Additional
Insured Endorsement (AIE) in the broadest and most inclusive form available to Entering Parties
from its insurer and shall contain a provision that all such policies shall not be canceled or
terminated without thirty (30) days' prior written notice to Seller of any intended or proposed
change or termination, except for non-payment which will be ten (10) days written notice to Seller.
Certificates of insurance evidencing the insurance policies and insurance coverages described in
this Section, along with the required Additional Insured endorsement, shall be delivered to Seller
prior to any entry by Entering Parties. Claims-made coverage is unacceptable. It is fully agreed
and understood between Buyer and Seller, and the commercial general liability policy shall
provide, that any and all insurance which is carried by Entering Parties or any other party, shall be
primary and non-contributing insurance on a non-contributory basis to any and all insurance held
or maintained by Seller or its agents, consultants and contractors. All required insurance shall be
issued by an insurer authorized in the State of California with an A.M. Best rating of not less than
A VII, and be otherwise acceptable to Seller. General liability, automobile liability and workers
compensation insurance shall include a waiver of subrogation in favor of Seller to the fullest extent
permitted by law. The general liability policy shall be maintained for at least three (3) years
following termination of this Agreement or Close of Escrow.
4.4 Property Information. Seller has delivered or made available to Buyer copies of
those items listed on Exhibit “C” attached hereto. Delivery of copies may be accomplished by
delivery of a CD or CD’s or providing access to a web site or sites containing such information.
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All items listed on Exhibit “C” and all other information delivered to or provided or made
available to Buyer by Seller or its consultants, contractors, or affiliates is referred to as the
Property Information”. Buyer expressly acknowledges and agrees that the Property Information
shall not include, and Seller shall have no obligation to deliver or make available to Buyer any
market analysis, appraisal, or broker’s opinions of value with respect to the Property, Seller’s
books, records and files records related to the financial affairs of Seller or the Property, or any
other proprietary, privileged or confidential information relating to the Property. Except as may
be expressly set forth in Section 13.5 below, Seller makes no representations or warranties that
any Property Information is complete or accurate, and any reliance by Buyer on such information
or data shall be at Buyer’s risk and subject to confirmation by Buyer. Seller may deliver further
Property Information to Buyer from time to time as such further Property Information is developed.
Additional or updated Property Information may also be delivered by Seller to a Permitted
Assignee as provided under Section 3.4 above.
4.5 Survival. The provisions of this Article 4 shall survive the Close of Escrow or the
termination of this Agreement.
ARTICLE 5
CONDITIONS TO CLOSING
5.1 Conditions to Close of Escrow and Seller’s Covenants in Favor of Buyer.
Buyer's obligation to purchase the Property is subject to the following conditions precedent:
a) Buyer’s Approval of the Physical Condition of the Property and the
Feasibility of its Development for Buyer’s Purposes. Buyer shall have through 5:00 p.m. Pacific
Time on the date that is sixty (60) calendar days after the Opening of Escrow date (the "Feasibility
Period") to conduct such investigations, testing and inspections of the Property as deemed
necessary or appropriate by Buyer in its good faith discretion, including but not limited to
investigating the costs and economic feasibility of building Buyer's proposed uses of the Property,
the status of title, the physical status of the Property, Buyer’s planned physical changes to the
Property, conditions of development, entitlements, tentative and final map conditions; use permits;
the City's requirements; the availability of water, sewer and other utilities; the environmental
condition of the Property and surrounding properties; federal, state, county and City fees,
governmental policies and regulations, current, pending and proposed CFDs and other Districts;
planning, zoning and other land use considerations and requirements; existing, potential and
necessary agreements affecting the Property; economic feasibility studies, marketing potential for
the Property, and all related or other matters that Buyer deems appropriate. Buyer's satisfaction
with the Property and its feasibility for Buyer's intended purposes is referred to as the "Feasibility
Condition." If Buyer is not satisfied, in Buyer’s sole discretion, with the Property, Buyer may
terminate this Agreement (but Seller retaining the Option Consideration) by notifying Seller and
Escrow Holder in writing (“Termination Notice”) at any time on or before 5:00 p.m. (Pacific
Time) on the last day of the Feasibility Period. Buyer’s failure to terminate this Agreement prior
to the expiration of the Feasibility Period shall be deemed Buyer’s approval of the Feasibility
Condition. TIME IS OF THE ESSENCE AND THE DATE SET FORTH FOR THE
FEASIBILITY PERIOD SHALL BE STRICTLY CONSTRUED
Buyer's Initials
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b) Seller’s Completion and Buyer’s Approval of the Semi-Finished Lot
Condition. Seller, at Seller's cost, shall cause the Property to be constructed to "Semi-Finished
Lot" status prior to the Close of Escrow. The definition of "Semi-Finished Lot" is attached as
Exhibit "D". The definition of Semi-Finished Lot relates to the physical status of the Property.
Except for the obligation of Seller to complete the Property to Semi-Finished Lot status as set forth
in this Section 5.1(b), Seller shall have no other obligation to pay for or complete any
improvements within the Property. From and after the Close of Escrow, Buyer, at its sole expense
shall assume any and all responsibility to comply with and perform all conditions and requirements
imposed by the applicable Governing Agencies with respect to the Property. Not less than five (5)
days before the scheduled Closing Date, Buyer, Seller, and Seller’s project engineer ("Engineer")
shall walk through and inspect the Property (the “Pre-Closing Inspection”) to reasonably
determine (i) if the Property has been completed to Semi-Finished Lot status and if not, what work
remains to be done to bring the Property to Semi-Finished Lot status (other than Seller’s work to
be undertaken after the Close of Escrow with respect to the Hold-Down Site as described in
Section 6.4 below) (“Remaining Work”), and (ii) the state of completion of the improvements
for which Seller’s Bonds have been posted (“Seller Bonded Improvements”). Seller shall use
commercially reasonable efforts to complete any mutually agreed upon Remaining Work prior to
the Close of Escrow.
c) Seller’s Recordation of the Parcel Map. Seller will process with reasonable
diligence and record as soon as reasonably practical after City approval of the Second Amendment
to the Development Agreement, at Seller’s sole cost and expense, the Parcel Map, which will,
among other things, create the lot for the Property, the Hotel Lot, the Jogging Trail Lot (sometimes
collectively referred to herein as the “Lots” and each as a “Lot”). Buyer shall reasonably
cooperate with Seller’s efforts in connection therewith. Buyer shall take all action that Seller or
its consultants may reasonably request, consistent with applicable law, to assist Seller with and
expedite its preparation, processing, request for City’s approval of, and recordation of the Parcel
Map. The parties acknowledge that the Parcel Map has been recorded, and that this condition has
been satisfied. To the extent any conditions or obligations are imposed with respect to the Parcel
Map, Seller shall be responsible for satisfying such conditions or obligations at Seller’s sole cost
and expense regardless of the timing or the occurrence of Close of Escrow under the terms of this
Agreement.
d) Seller’s Completion of the Jogging Improvements. Seller, at Seller’s cost,
shall cause the permitting, design, construction and completion of the Jogging Trail Improvements
on the Property prior to Close of Escrow consistent with this Agreement and the City Development
Plans as determined and approved by City in its sole discretion. Seller shall insure that the Jogging
Trail Improvements are aligned at the back of the sidewalk on Millenia Avenue, consistent and
connected with any jogging trail improvements (if any) on the property adjacent to the Property,
if applicable. Seller shall cause the Jogging Trail Improvements to be designed, bid, constructed
on the Jogging Trail Lot, and costs documented in compliance with all applicable City
requirements and the Millenia Parks Agreement. Seller shall commence the installation and
construction of the Jogging Trail Improvements as soon as reasonably practical after City’s
approval of the City Development Plans therefor as described above, with a target completion date
of no later than December 1, 2023.
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e) Title Policy. Title Insurer shall issue or be irrevocably committed to issue
at the Close of Escrow the Title Policy in accordance with Article 8.
f) Representations and Warranties. Seller's representations and warranties set
forth in this Agreement shall be true and correct in all material respects as of the Close of Escrow.
g) Material Default. Seller shall not be in material default of any term or
condition of this Agreement.
5.2 Conditions to Close of Escrow in Favor of Seller. Seller's obligation to sell the
Property is subject to the following conditions precedent:
a) Payment of Purchase Price. Buyer shall have delivered the Purchase Price
to Escrow Holder pursuant to the terms of Article 3.
b) Recorded Documents. The Supplemental Declaration (as defined below)
and the REA Assignment shall have been recorded in the order specified in Section 10.7.
c) Representations and Warranties. Buyer's representations and warranties set
forth in this Agreement shall be true and correct in all material respects as of the Close of Escrow.
d) Residential Project Approval. Seller (or its successor-in-interest) has
received final, unappealable City approval of Seller’s (or its successor’s) Design Review
Application (defined below) and all other Seller- (or its successor’s) required entitlements for the
development and construction by Seller (or its successor-in-interest) of the Residential Project on
Lot 19, all on terms and conditions reasonably acceptable to Seller.
e) Hotel Project Approval. Seller (or its successor-in-interest) has received
final, unappealable City approval of Seller’s (or its successor’s) Design Review Application and
all other Seller- (or its successor’s) required entitlements for the development and construction by
Seller (or its successor) of the Hotel Project on the Hotel Lot, all on terms and conditions
reasonably acceptable to Seller.
f) Material Default. Buyer shall not be in material default of any term or
condition of this Agreement.
5.3 Satisfaction or Waiver. The conditions set forth in Section 5.1 benefit Buyer and
may be waived solely by Buyer. The conditions set forth in Section 5.2 solely benefit Seller and
may be waived solely by Seller. Any waiver must be in writing except as specifically provided
herein to the contrary.
5.4 Effect of Failure of a Condition Precedent. In the event any condition precedent
set forth in this Article 5 is not satisfied or waived within the applicable time period, or the Close
of Escrow does not occur by the Closing Date, the party in whose favor the condition runs may
thereafter terminate this Agreement by giving written notice of termination to the other party
provided that the party giving notice is not in material Breach of its obligations under the
Agreement. Upon any such termination, each party shall return any documents, plans, studies, or
other items which were previously delivered by the other party, and neither party shall have any
further obligation to the other except for those provisions of this Agreement which by their terms
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expressly survive termination of this Agreement, such as the obligations of Buyer under
Section 4.2.
5.5 Performance by the Other Party. Each party's obligation to perform under this
Agreement is subject to material performance of any prior or concurrent obligation of the other
party. Seller shall not be in default for failure to tender the Property to Buyer if Buyer is in default
of its payment and deposit obligations herein.
ARTICLE 6
ADDITIONAL OBLIGATIONS AND AGREEMENTS
6.1 Limit on Escrow Holder's Responsibility. Escrow Holder will have no concern
with, nor liability nor responsibility for, this Article.
6.2 Public Plaza Fee Credits. Buyer acknowledges that the Buyer’s acquisition of the
Property will include a portion that is planned for the construction of an approximately 0.25 acre
public plaza element (“Public Plaza”) as more particularly described in the Parks Agreement.
Buyer further acknowledges that the Seller’s transfer of the Public Plaza portion of the Property to
Buyer (acquisitions component only) may qualify for park fee credits from the City consistent with
the Parks Agreement, and agrees that Seller shall be solely entitled to any and all such fee credits
associated therewith. Seller acknowledges that no park fee credits (development component only)
shall be earned by Seller for the Public Plaza. If requested by Seller, Buyer shall promptly and
reasonably cooperate with Seller's efforts to substantiate, collect and/or perfect Seller's right, title
and interest in any such park fee credits to which Seller is entitled, including but not limited to,
providing such information and documents, and taking such other action, as is reasonably
necessary for Seller to document, perfect and obtain such credits.
6.3 Maintenance of Property. Except as otherwise expressly provided in this
Agreement, including, without limitation, Seller’s rights and obligations under Sections 6.4 and
6.5 hereof, and Buyer’s rights and obligations under Section 6.6 hereof, Seller (i) shall not
construct any improvements on, and shall maintain and keep in a condition and repair consistent
with applicable laws, including all applicable City ordinances, all of the Property, except for any
improvements that are required or permitted to be made by Seller in accordance with this
Agreement or other agreements contemplated herein and any improvements that may otherwise
be approved by City, and (ii) shall not cause or permit any Hazardous Materials to be used,
generated, stored, transported, released, discharged or disposed of in, on, under or about any of the
Property by Buyer or any of its employees, officials, contractors, subcontractors or agents. Upon
Close of Escrow, except for any breach by Seller of any of its covenants in this Agreement or other
agreements contemplated herein, Seller shall have no further obligation with regard to maintenance
or the physical condition of, any of the Property.
6.4 Hold-Down and Spoils Site; Seller Entry Permit. Buyer will accept the Property
at Close of Escrow with an estimated maximum 21,000 cubic yard hold-down site (“Hold-Down
Site”) intended to accommodate spoils from other merchant builder projects within the Millenia
Project (“Other Builder Spoils”). The general location and sizing of the Hold-Down Site is shown
on Exhibit “K” attached hereto. Should the Hold-Down Site not be filled by the Close of Escrow,
Seller and its contractors, subcontractors and designees shall be granted a license and entry permit
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Seller Entry Permit”) in the form of Exhibit “F” attached hereto to access and use the Property,
after the Close of Escrow, for the purpose of, among other things, receiving and depositing Other
Builder Spoils within the Hold-Down Site on the Property. After the Closing of Escrow, Seller
will remain responsible to fill the Hold-Down Site and obtain rough grading pad certification
thereof by Seller’s geotechnical engineer on or before April 30, 2024 (which date may be mutually
extended by the Parties in writing from time to time) in accordance with terms and conditions of
the Seller Entry Permit. The Parties acknowledge that Seller’s obligations described in the
immediately preceding sentence are secured by Seller’s existing grading bond for Grading Permit
PG-874.
6.5 Jogging Trail Improvements. Following its completion of construction, Seller
shall maintain the Jogging Trail and Jogging Trail Improvements on the Jogging Trail Lot until
the Jogging Trail Lot is transferred to and such maintenance is assumed by the Master Association.
6.6 City Use of Property for Storage and Construction Staging in Connection with
Lot 7 Development; City Entry Permit. Upon City’s written request following the Parties’
execution and delivery of this Agreement, and prior to any use of the Property for any Lot 7
Construction Staging (defined below), Seller and City shall promptly execute and deliver a license
and entry permit (“City Entry Permit”) in the form of Exhibit “L” attached hereto to grant to
City and City’s authorized contractors access and use of the Property, prior to the Close of Escrow,
for purposes of storage and construction staging in connection with City’s acquisition and
development of the adjacent property in the Millenia Project generally described as Lot 7 of Parcel
Map 16081 (“Lot 7 Construction Staging”). Any such City Entry Permit and all of its rights of
City and its contractors thereunder shall automatically terminate, without notice, concurrently with
any termination of this Agreement for any reason. City will be and remain responsible to promptly
repair any damage to the Property or any Seller Bonded Improvements on or outside the Property
resulting from City’s or its contractors’ activities on or about the Property in connection with the
Lot 7 Construction Staging as described in the City Entry Permit. All activities by City and its
contractors associated with the Lot 7 Construction Staging shall be conducted, both before and
after Close of Escrow, in a manner so as not to interfere with Seller’s ownership, use or
development of the Property prior to the Close of Escrow or any of Seller’s rights under Sections
6.4, 6.5 and 6.13 or under the Seller Entry Permit after the Close of Escrow.
6.7 Seller’s Bonds. In connection with the processing and filing of the Parcel Map and
the entitling of and design and construction of infrastructure for the Property and other property
within the Millenia Project, Seller or other entities have entered into or provided, or will enter into
or provide certain subdivision improvement agreements and other agreements, guarantees and/or
indemnities required or requested by the City, County or other Governing Agency and posted
bonds in connection therewith (the “Bonded Obligations”). Buyer acknowledges that the Bonded
Obligations may include agreements or obligations that cover land in addition to the Property.
Seller has previously posted bonds required for the filing of the Parcel Map. All such bonds,
together with any other bonds that Seller has posted or may subsequently post with respect to
Bonded Obligations are referred to herein as “Seller’s Bonds” and the improvements for which
Seller’s Bonds have been or are posted are referred to herein as “Seller Bonded Improvements”.
Buyer shall cooperate with Seller (at no third party cost to Buyer except as otherwise set forth
herein) in Seller’s efforts to reduce or exonerate the Seller’s Bonds. A list of the expected Seller
Bonded Improvements is set forth on Exhibit “E” attached hereto.
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6.8 Buyer’s Indemnity for Bonded Improvements. On the Pre-Closing Inspection,
the condition of the Seller Bonded Improvements shall be noted, and Buyer and Seller shall agree
upon the reasonable costs for the repair of any existing damages to the Seller Bonded
Improvements. Two copies of the notes shall be made and retained by both Seller and Buyer as a
matter of record. Buyer shall indemnify, defend (with counsel Seller’s choice) and hold Seller,
Seller’s Group, and any other person or entity obligated under, or incurring liability with respect
to, any such Seller Bonded Obligations harmless from and against any and all loss, cost, expense
including, without limitation, reasonable attorneys’ fees and court costs), damage, liability and
claim arising from or relating to any damage to Seller Bonded Improvements occurring after Close
of Escrow within the Property or outside the Property, if caused by Buyer or its contractors or
subcontractors, excluding any such losses or damages to the extent caused by Seller or any Seller’s
Group member’s gross negligence or willful misconduct. All damages to the Seller Bonded
Improvements within the Property not noted in the walk-through shall be deemed to be the
responsibility of Buyer. On Buyer’s completion of construction of any improvements on the
Property, or at such other time or times as Seller reasonably believes any of Seller’s Bonds may
be exonerated or reduced, Seller may enter onto the Property to repair all damages to the Seller
Bonded Improvements or take such other action as the City or other Governing Agency may
require in order for Seller to exonerate its bonds. Buyer shall reimburse Seller within thirty (30)
days after presentation of invoices or other reasonably satisfactory evidence of the costs incurred
by Seller to make repairs to the Seller Bonded Improvements within the Property (less the agreed
upon cost to repair damages existing as of Close of Escrow as noted in the Pre-Closing Inspection)
and for the repair of (i) any other damages to the Seller Bonded Improvements, and (ii) any other
Millenia Project improvements accepted by the City or the Master Association located outside the
Property (“Other Seller Improvements”), if any, to the extent caused by Buyer or its contractors
or subcontractors (the “Lot Damage Payment”). Any dispute with respect to the Lot Damage
Payment that is not resolved between Buyer and Seller within thirty (30) days after such dispute
arises shall, at the request of either party, be resolved by the dispute resolution process set forth in
Article 21. Seller and its contractors and subcontractors shall have a license and entry permit on
the Property following the Close of Escrow pursuant to the Seller Entry Permit for completion of
any Bonded Obligations, repair to any Seller Bonded Improvements, and any other work required
to be performed by Seller.
6.9 Material Damage or Condemnation. If, prior to the Close of Escrow, the
Property is damaged by reason of earthquake, rain, flooding or other cause (other than by reason
of Seller’s gross negligence or willful misconduct, in which event such damage shall be repaired
by Seller at its expense), the cost of which to repair or restore exceeds $500,000 (“Material
Damage”), or more than 5% (by acreage) of the Property is condemned, or written notice of intent
to condemn is provided to Seller, by any legally constituted governmental authority (“Material
Condemnation”), then Seller shall promptly notify Buyer in writing of such Material Damage or
Material Condemnation, and unless Seller elects to repair such damage, Buyer, as its sole recourse,
shall have the right either to (i) accept the Property with the Material Damage or subject to the
Material Condemnation, as applicable, and proceed to Close of Escrow as described below, or (ii)
terminate this Agreement, in either case by delivery of written notice of Buyer’s election to Seller
within ten (10) days after Buyer’s receipt of Seller’s written notice regarding the occurrence of
any such Material Damage or Material Condemnation, and if this Agreement is so terminated,
then, provided Buyer is not in material default hereunder beyond any applicable notice and cure
period, this Agreement shall terminate, each party shall return any documents, plans, studies, or
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other items which were previously delivered by the other party, and neither party shall have any
further obligation to the other except for those provisions of this Agreement which by their terms
expressly survive termination of this Agreement. Buyer’s failure to timely deliver such notice to
Seller within such ten (10) day period shall be deemed to constitute Buyer’s election to proceed to
Close of Escrow as described below. If Buyer fails to so terminate (or is deemed to have failed to
terminate) this Agreement, or if any damage to the Property is not Material Damage, then Buyer
shall not be released from its obligation to purchase the Property and the Property shall be sold to
Buyer in its then “as is” condition with no reduction in the Purchase Price except that if Seller has
not caused the damage to be repaired prior to the Close of Escrow, Seller shall assign to Buyer any
insurance proceeds payable for such damage to the Property, and shall assign to Buyer all
condemnation proceeds payable for such condemnation of the Property at Close of Escrow for the
Property. Notwithstanding the foregoing, if any damage is caused by Buyer or its agents,
employees or contractors, then such damage shall be repaired by Buyer at Buyer’s expense, and
Buyer shall have no right to terminate this Agreement by reason of such damage.
6.10 Responsibility for the Property Post-Closing. Except as otherwise provided in
Sections 6.4, 6.5 and 6.13 of this Agreement, Buyer shall assume all risk of loss with respect to,
and all responsibility for, the Property upon the Close of Escrow, including assumption of
responsibility for maintenance of all temporary desiltation devices and erosion control features,
other than devices and features associated with the Hold-Down Site which shall be maintained by
Seller until such area is accepted by the City. Without limiting the generality of the foregoing and
except as otherwise provided in this Agreement, Buyer shall accept all responsibility for the
Property, slopes, irrigation, landscaping, erosion control, brush management, permanent
monument walls and signage, utilities, storm drain and desilting systems, streets, sidewalks and
all other improvements within the Property immediately upon the Close of Escrow. If requested
by Seller, Buyer shall provide written agreement to maintain improvements on the Property if
needed to formally transfer maintenance responsibility.
6.11 Bus Rapid Transit Disclosure. The Bus Rapid Transit (“BRT”) line is intended
to be used for an express bus service that is currently being planned by SANDAG and to be
operated by the Metropolitan Transit System. The currently planned South Bay BRT service is
planned to provide express bus service from downtown San Diego to the international border. One
segment of this bus line is designed to pass through the Millenia Project. The current alignment
for the BRT line through the Millenia Project is shown on Exhibit “G”. This alignment has been
approved by the City and SANDAG as part of the approval of the Millenia Project; however, an
alternative interim alignment will be implemented in the Millenia Project which utilizes the
guideway from Birch Road to Orion Avenue and then north back to Birch Road. A portion of the
BRT service through the site is planned to be via a dedicated guideway and managed lanes,
including a transit stop located north of and immediately adjacent to Tentative Map 09-03 Lot 13.
Transit service would likely generate noise, dust, glare, litter, odors and other potential impacts.
Seller has no control over these potential impacts or responsibility to mitigate them. Approved turn
movements through the BRT lanes is shown on Exhibit “G”. Bus service could be as frequent as
10-minute headways.
6.12 Property Obligations. In connection with the processing and filing of the Final
A” Map and the entitling of and design and construction of infrastructure for the Property, Seller,
its predecessors in title, or other entities have entered into or provided, or will enter into or provide
certain agreements, guarantees or indemnities required or requested by the City, County or other
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Governing Agency (collectively, “Property Obligations”). Exhibit “H” attached hereto contains
a general description of a portion of the Property Obligations to be performed by Buyer. Prior to
the expiration of the Feasibility Period, Seller may provide to Buyer a list of additional Property
Obligations to supplement Exhibit “H” attached hereto. Buyer shall assume and perform all
Property Obligations set forth in Exhibit “H” and required to be performed from and after the
Close of Escrow as the same relate to the Property. Buyer hereby agrees to indemnify, defend
with counsel of Seller’s choice) and hold Seller’s Group, and any other person or entity obligated
under, or incurring liability with respect to, any such Property Obligations harmless from and
against any and all loss, cost, expense (including, without limitation, reasonable attorneys’ fees
and court costs), damage, liability and claim arising from or relating to any of the Property
Obligations set forth in Exhibit “H” required to be performed by Buyer hereunder, excluding,
however, any loss, cost, expense (including without limitation, reasonable attorney’s fees and court
costs) damage, liability and claim arising from or relating to work performed by Seller or its
contractors or consultants under the Seller Entry Permit (“Property Obligations Claims”).
Buyer’s obligations under this Section 6.12 shall not include any duty to protect, defend, hold
harmless, or indemnify for Property Obligations Claims to the extent arising from or caused by
gross negligence or willful misconduct of Seller or any Seller Group party.
6.13 Hotel Driveway Improvements. Buyer acknowledges that Seller intends to
construct certain driveway and related improvements on the Property (and on the Hotel Lot) that
will serve and provide access from Millenia Avenue to the Property and the Hotel Lot (“Hotel
Driveway Improvements”), and that Seller will require access to portions of the Property in order
to construct and install the Hotel Driveway Improvements. Seller and its contractors and
subcontractors shall have a license and entry permit on the Property following the Close of Escrow
pursuant to the Seller Entry Permit for construction, installation and completion of the Hotel
Driveway Improvements and any other work required to be performed by Seller in connection
therewith. Seller shall be solely responsible, at its cost and expense, for the design, construction
and installation of the Hotel Driveway Improvements
6.14 REA Assignment. Buyer acknowledges that Seller has entered into (or will enter
to) with the purchaser of the Hotel Lot (“Hotel Lot Owner”) a certain Declaration of Restrictions,
Grant of Reciprocal Easements, Joint Use and Maintenance Agreement (Shared Driveway
Improvements) (“REA”), which has been or will be recorded in the Official Records of the San
Diego County Recorder. The REA provides for, among other things, the construction, installation,
use, maintenance and cost sharing rights and obligations of the owners (and their successors-in-
interest) of the Property and the Hotel Lot. The Parties agree to execute and deliver at Close of
Escrow an assignment and assumption of the REA (“REA Assignment”), in recordable form and
otherwise in form and content reasonably requested by Seller, whereby Seller assigns to Buyer,
and Buyer accepts and agrees to perform, all of Seller’s rights, title, and interests in and to, and all
obligations of Seller under, the REA arising or accruing from and after the Close of Escrow.
6.15 Utility Easement Agreements. Buyer acknowledges that Seller has entered into
or will enter to) with the Hotel Lot Owner a certain Utility Easement Agreement (“Hotel Lot
Utility Easement Agreement”), which has been or will be recorded in the Official Records of the
San Diego County Recorder. The Hotel Lot Utility Easement Agreement provides for, among
other things, the grant by Seller and Hotel Lot Owner to each of other certain utility easements for
portable and reclaimed water, sewer, and related purposes over, under and across their respective
properties, including Seller’s grant of such easements over, under and across portions of the
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Jogging Trail Lot for the benefit of the Hotel Lot, and the Hotel Lot Owner’s grant of such
easements over, under and across potions of the Hotel Lot for the benefit of the Property. Buyer
agrees to the recordation of the Hotel Lot Utility Easement Agreement against the Property. In
addition, Seller intends to enter into and record a utility easement agreement with the Master
Association (“Master Association Utility Easement Agreement”) concurrently with the
conveyance by Seller of the Jogging Trail Lot to the Master Association. The Master Association
Utility Easement Agreement will provide for the grant by the Master Asso ciation to Seller of
certain utility easements for portable and reclaimed water, sewer, and similar and related purposes
over, under and across portions of the Jogging Trail Lot for the benefit of the Property. If Seller
conveys the Jogging Trail Lot to the Master Association prior to the Close of Escrow, Buyer agrees
to the recordation of the Master Association Utility Easement Agreement against the Property. If
Seller has not conveyed the Jogging Trail Lot to the Master Association as of the Close of Escrow,
then the Parties agree to execute, deliver and record at the Close of Escrow the Master Association
Utility Easement Agreement.
6.16 Survival. The provisions of this Article 6 shall survive the Close of Escrow and
shall not be merged with Seller’s Grant Deed.
ARTICLE 7
DELIVERIES TO ESCROW HOLDER AND OTHER DELIVERIES
7.1 Buyer’s Deliveries for Closing. Buyer shall deliver the following monies and
documents to Escrow Holder at least one (1) Business Day before Close of Escrow, unless
otherwise specified below:
a) On or before 12:00 p.m. (noon) Pacific Time on the Closing Date, the
balance of the Purchase Price.
b) Sums payable by Buyer pursuant to Article 9.
c) Two originals of the Seller Entry Permit, in the form of Exhibit “F”, duly
executed by Buyer
d) Two originals of the REA Assignment, duly executed by Buyer in
recordable form.
7.2 Seller’s Deliveries for Closing. Seller shall deliver the following monies and
documents to Escrow Holder at least one (1) Business Day before Close of Escrow:
a) The Grant Deed in the form of Exhibit “B”, duly executed by Seller in
recordable form.
b) Two originals of the Seller Entry Permit, in the form of Exhibit “F”, duly
executed by Seller.
c) If not previously recorded, one original of the Supplemental Declaration,
duly executed by Seller in recordable form.
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d) Two originals of the REA Assignment, duly executed by Seller in
recordable form.
e) Appropriate certifications, including without limitation a Foreign
Investment in Real Property Tax Act (“FIRPTA”) Certificate and California Form 593-C or 593-
I as applicable, evidencing that neither Buyer nor Escrow Holder are required to withhold Seller's
closing funds pursuant to Internal Revenue Code Section 1445 or California Revenue and Taxation
Code Section 18662(e) or the amount thereof.
7.3 Other Information. Within two (2) Business Days of a request to produce, Buyer
and Seller shall each furnish such information as is reasonably requested by Escrow Holder or
Title Insurer
ARTICLE 8
TITLE POLICY
8.1 Title Report. Seller has delivered or within five (5) Business Days after the
Opening of Escrow, Seller shall cause the Title Company to deliver a preliminary title report for
the Property to Buyer and Seller (the "Title Report"). Buyer shall have thirty (30) days after the
Opening of Escrow to notify Seller and Title Company what exceptions to title shown thereon, if
any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer’s failure to deliver to Seller
written notice of any Disapproved Exceptions within such thirty (30) day period shall be deemed
approval by Buyer of all exceptions to title reported in the Title Report. In the event Buyer shall
give notice of any Disapproved Exception, Seller shall have five (5) Business Days after receipt
of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over
such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved
Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall
constitute an election not to cure or insure over such Disapproved Exception; provided, however,
that notwithstanding anything to the contrary in this Agreement, Seller shall be obligated to remove
and eliminate as exceptions to title to the Property as of the Close of Escrow all deeds of trust. In
the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception,
Buyer shall have the option at any time prior to the end of the Feasibility Period to terminate this
Agreement by notice to Seller and Escrow Holder to that effect, in which case Buyer shall receive
a refund of the First Deposit and accrued interest thereon (less one-half of any escrow cancellation
fees and less the Option Consideration), and no party shall have any further rights or obligations
under this Agreement except those which by their terms, survive the termination hereof.
8.2 Title Policy. Seller shall obtain at Close of Escrow, at Seller’s expense, an ALTA
Standard Owners Policy of Title Insurance (the "Title Policy") from the Title Insurer, with liability
in the amount of the Purchase Price, insuring that fee title to the Property vests in Buyer subject
only to:
a) All standard exceptions and exclusions from coverage set forth in the Title
Policy.
b) All of the scheduled exceptions to title set forth in the Title Report except
Disapproved Exceptions that Seller has agreed to remove or is obligated to remove under Section
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8.1 above.
c) General and special real estate taxes and assessments (including, but not
limited to, the Districts referred to in Article 15 below) which are, as of the Close of Escrow, not
delinquent and supplemental taxes, if any, assessed pursuant to California Revenue and Taxation
Code Section 75 and following.
d) Any easements, agreements or other matters imposed on title as a result of
the recording of the Final “A” Map(s).
e) Easements which are (i) reserved in the Grant Deed, or (ii) otherwise
required for any work which may be performed by Seller or its successors and assigns on or with
respect to the Property or the Millenia Project or otherwise required with respect to the
development of the Property or the Millenia Project and which will not adversely affect Buyer's
ability to develop the Property in any material way, subject to Buyer's review and written approval
prior to the Close of Escrow (which will not be unreasonably withheld).
f) The Master Declaration and Supplemental Declaration.
g) The REA.
h) The reservation of any applicable common maintenance area easements as
contemplated by the Master Declaration and/or the Supplemental Declaration, if any.
i) Any item which is appropriate for any work or maintenance obligations
which may be performed by Seller or its successors and assigns on or with respect to the Property
or the Millenia Project or otherwise required with respect to for the development or operation of
the Millenia Project (including the Property) and which would not adversely affect Buyer’s ability
to develop the Property in any material way, subject to Buyer's review and written approval prior
to the Close of Escrow (which will not be unreasonably withheld).
j) Any easement, right of way, or CC&Rs Seller imposes upon the Property
in connection with the entitlement, construction of infrastructure, or related activities with respect
to the Millenia Project and any other documents or instruments to be executed by Buyer or to
encumber the Property pursuant to this Agreement.
k) Any bond or other CFD or other District financing placed or imposed on
the Property prior to the Close of Escrow in accordance with the terms of this Agreement.
l) Any lien or other encumbrance voluntarily imposed by Buyer or consented
to or caused by Buyer.
m) Any other matters affecting title which may arise after execution of this
Agreement but which do not materially affect the value of the Property or Buyer's ability to
develop and use the Property, subject to Buyer's review and written approval prior to the Close of
Escrow (which will not be unreasonably withheld).
Notwithstanding the above, Seller shall obtain the release of any deeds of trust and
cause any mechanic's liens to be released, bonded around or insured over, except in each case any
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deed of trust or mechanic's lien caused by Buyer or its contractors or agents. If prior to the Close
of Escrow there arise any title exceptions not set forth or referred to in (a) through (m) above which
would materially and adversely impair Buyer's ability to develop the Property or materially
increase Buyer’s cost thereof (each, a "New Title Exception"), then Buyer shall be entitled, as its
sole remedy, to terminate this Agreement, provided Buyer delivers written notice of such
termination to Seller and Escrow Holder within five (5) Business Days of the date Buyer is in
receipt of written notice of such New Title Exception. Failure of Buyer to so deliver notice o f
termination within such five (5) Business Day period shall constitute Buyer's approval of such
New Title Exception and agreement to accept title subject to such New Title Exception. In the
event Buyer timely delivers written notice to Seller and Escrow Holder that Buyer has elected to
terminate this Agreement, Seller shall have the right to notify Buyer and Escrow Holder within
three (3) Business Days following the date of Buyer’s termination notice that Seller shall attempt,
at Seller’s sole cost and expense, to cause such New Title Exception(s) to be removed as exceptions
to the Title Policy (or cause the Title Insurer to provide a separate curative endorsement covering
such additional exception(s)) on or before the Close of Escrow. Upon timely receipt of Seller’s
written notice of such commitment, and Title Insurer’s written confirmation to Buyer of the
removal of the New Title Exception(s) or issuance of curative endorsement(s), as applicable,
Buyer’s termination notice shall be deemed revoked, and this Agreement shall proceed pursuant
to the terms and conditions set forth herein. In the event this Agreement is terminated as a result
of a New Title Exception as set forth herein, each party shall return any documents, plans, studies,
or other items which were previously delivered by the other party, Seller shall retain the Option
Consideration, and neither party shall have any further rights or obligations under this Agreement
except those which by their terms survive the termination hereof.
8.3 Extended Coverage or Endorsements. Buyer may, at Buyer's option, direct
Escrow Holder to procure an ALTA owner's extended coverage policy of title insurance from Title
Insurer or to include endorsements which expand coverage, provided Close of Escrow would not
be thereby prevented or delayed beyond the scheduled Closing Date. Buyer, and not Seller, shall
be responsible to pay any added premium or other costs of such additional coverage. Buyer, and
not Seller, shall be responsible to provide and pay the costs of any survey required for the ALTA
policy or such endorsements. Buyer shall have no right to condition its obligations under this
Agreement on its approval of a survey after the expiration of the Feasibility Period.
ARTICLE 9
PRORATIONS, FEES, COSTS AND REIMBURSEMENTS
9.1 Taxes. Escrow Holder shall prorate (that is, apportion) between the parties, in cash,
to Close of Escrow, on the basis of a thirty (30) day month, general and special real estate taxes
and assessments, based on the regular tax bill for the Current Tax Period. “Current Tax Period”
means the fiscal period of the applicable taxing authority during which the Closing occurs. If such
tax bill has not been issued as of the Closing Date, such proration shall be based on the regular tax
bill for the fiscal year preceding that in which the escrow closes, and Buyer and Seller shall re-
prorate the real estate taxes and assessments following the Closing as soon as the tax bill for the
Current Tax Period becomes available. Any amounts payable to the other party based on such re-
proration shall be paid within ten (10) days after the tax bill for the Current Tax Period becomes
available. The proration of taxes and assessments shall be without regard to any supplemental
assessments levied pursuant to California Revenue and Taxation Code Sections 75 and following
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unless such supplemental taxes have been levied and shown on a tax bill. In the event that a
separate tax bill has not been issued, Escrow Holder shall apportion general and special real estate
taxes and assessments based upon a written apportionment statement, based on land area, prepared
by Seller and reasonably approved by Buyer, which approval shall not be unreasonably withheld.
9.2 Supplemental Taxes. Escrow Holder shall have no responsibility for this Section.
Should any supplemental taxes be levied and billed after Close of Escrow pursuant to California
Revenue and Taxation Code Sections 75 and following, such taxes shall be the obligation of Buyer
except for supplemental taxes levied by reason of improvements or transfers which occurred before
Close of Escrow, which portion, if any, shall be the obligation of Seller. Seller shall pay
supplemental taxes, if any, for which Seller is responsible within thirty (30) days after Buyer
provides Seller with a demand for payment accompanied with reasonable documentation from the
County that such sum is payable by Seller pursuant to this Section.
9.3 Seller's Charges. Seller shall pay (i) the County and any City Documentary
Transfer Tax, (ii) the ALTA Standard title policy premium (but not the added premium for an
extended ALTA policy) and the cost of a mechanic’s lien endorsement as necessary to provide
affirmative mechanic’s lien coverage, (iii) one-half (½) of Escrow Holder's fee, and (iv) usual
seller's document-drafting and recording charges.
9.4 Buyer's Charges. Buyer shall pay (i) one-half (½) of Escrow Holder's fee, (ii) the
extra premium for an ALTA extended coverage title policy or any added Endorsements (ordered
by Buyer in the manner permitted by the terms of this Agreement) over and above that of the
premium of the ALTA Standard title policy, and (iii) usual buyer's document-drafting and
recording charges.
9.5 Property Tax Reassessment Relief. Buyer or Seller may apply for property tax
reassessment relief with the County Assessor, provided that if such relief is granted, and a refund
is forthcoming from the County, such refund shall be prorated (that is, apportioned) between the
parties, as of the Close of Escrow, on the basis of a thirty (30) day month. The parties recognize
that any such refund may come in the form of a check or in the form of an offset against future
taxes. Seller shall receive the benefit of any property tax relief for any period prior to the Close of
Escrow, and if Seller has paid, or been charged with in this Agreement, property taxes that are
subsequently relieved, credited or refunded in any portion or any way, Buyer shall pay Seller the
amount thereof within thirty (30) days of receipt of a reimbursement or notice of credit for
subsequent taxes received by Buyer.
9.6 Survival. The provisions of this Article 9 shall survive the Close of Escrow
ARTICLE 10
DISTRIBUTION OF FUNDS AND DEPOSITS
10.1 Retention of Cash. All Cash held by Escrow Holder shall be, until delivered to
Seller or Close of Escrow, or unless otherwise provided herein, kept on deposit with other escrow
funds in Escrow Holder's general escrow account(s), in any state or national bank, and may be
transferred to any other such general escrow account(s).
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10.2 Disbursements. All disbursements by Escrow Holder will be made by checks,
unless the party entitled to such disbursement unilaterally instructs Escrow Holder to wire transfer
the proceeds to which it is entitled to a bank account it designates, in which case, Escrow Holder
will disburse such proceeds from this escrow pursuant to such unilateral instruction.
10.3 Return After Recording. Escrow Holder will cause the County Recorder to mail
the Grant Deed to the Buyer, the Supplemental Declaration and the REA Assignment to Seller,
and each other instrument which is herein expressed to be, or by general usage is, recorded after
recordation, to the grantee, beneficiary or person (i) acquiring rights under said document, or (ii)
for whose benefit the instrument was acquired, and shall provide both Buyer and Seller with
conformed copies of such recorded documents immediately following the Close of Escrow.
10.4 Delivery of Instruments. Escrow Holder will cause the County Recorder to mail
the Grant Deed to Buyer, the Supplemental Declaration and REA Assignment to Seller, and each
other instrument which is herein expressed to be, or by general usage is, recorded after recordation,
to the grantee, beneficiary or person (i) acquiring rights under said document, or (ii) for whose
benefit the instrument was acquired, and shall provide both Buyer and Seller with conformed
copies of such recorded documents immediately following the Close of Escrow.
10.5 Delivery of Cash. Escrow Holder shall, at the close of this escrow, deliver by wire
transfer (or shall hold for personal pickup, if requested) (i) to Seller, or order, the balance of the
cash portion of the total Purchase Price at or prior to the Close of Escrow to which Seller shall be
entitled, and (ii) to Buyer, or order, any excess funds delivered to Escrow Holder by Buyer.
10.6 Order of Recording Documents. Escrow Holder is instructed to record the
following documents at Close of Escrow in the following order of recordation:
a) The Supplemental Declaration
b) The Grant Deed
c) The REA Assignment
Escrow Holder is instructed to record the REA Assignment after the Grant Deed
and prior to any deed of trust, financing document, option agreement, land banking document, or
any other documents that are recorded related to this transaction or the purchase or financing of
the Property by Buyer.
ARTICLE 11
CLOSE OF ESCROW OR TERMINATION OF AGREEMENT
11.1 Close of Escrow. Escrow Holder shall close escrow by recording the Grant Deed
at Close of Escrow. Escrow shall close no later than the Closing Date. Each party covenants that
it shall diligently use its commercially reasonable efforts to cause escrow to close no later than the
Closing Date. If Escrow Holder cannot close escrow on or before the Closing Date, it shall,
nevertheless close this escrow when all conditions have been satisfied or waived unless, after the
Closing Date and prior to the close of this escrow, Escrow Holder receives a written notice to
terminate this escrow from a party who, at the time the notice is delivered, is not in default under
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this Agreement. Nothing herein stated shall be deemed, however, to imply that time is not of the
essence of this Agreement.
11.2 Closing Date. Close of Escrow shall occur on or before the date occurring forty-
five (45) days after the last day of the Feasibility Period, but in no event later than the date
occurring five (5) years after the recordation date of the Parcel Map (“Closing Date”). Buyer shall
have the right to require that escrow close before the Closing Date, provided that each condition
precedent for the benefit of Seller has been satisfied. Should Buyer intend to close escrow early,
Buyer shall give the Seller and Escrow Holder at least fifteen (15) days prior written notice of the
earlier date of Close of Escrow.
11.3 Termination of Escrow. Escrow Holder will have no liability or responsibility for
determining whether or not a party giving a notice of termination is in default under this
Agreement. Within three (3) Business Days after receipt of a termination notice from one party,
Escrow Holder shall deliver one (1) copy of the notice to the other party. Unless written objection
to termination of this escrow is received by Escrow Holder within ten (10) Business Days after
Escrow Holder delivers the notice to the other party, Escrow Holder shall promptly terminate this
escrow and return all funds and documents held by it to the party depositing the same, except that
Escrow Holder may retain such funds and documents usually retained by escrow agents in
accordance with standard escrow termination procedures. Notwithstanding the foregoing, Escrow
Holder may immediately terminate this escrow with respect to a termination for failure of the
Feasibility Condition under Section 5.1(a) above. Escrow Holder may (i) retain any passbooks or
certificates of deposit with Escrow Holder until such time as its escrow fees are paid in full, or
ii) deduct from any funds held by Escrow Holder a sufficient amount to pay its escrow fees in
full. If written objection to the termination of this escrow is delivered to Escrow Holder within
the ten (10) Business Day period, Escrow Holder is authorized to hold all funds and documents
delivered to it in connection with this escrow and Escrow Holder may, in Escrow Holder's sole
discretion, take no further action until otherwise directed, either by the parties' mutual written
instructions or by a final order of judgment of a court of competent jurisdiction. Notwithstanding
anything herein to the contrary, if this Agreement is terminated by reason of the default of any
party, the defaulting party shall be responsible for the payment of all escrow and title termination
charges.
11.4 Legal Remedies of Parties Not Affected. The (i) exercise of the right of
termination, (ii) delay in the exercise of such right, or (iii) the return of funds and documents shall
not affect the right of the party giving the notice of termination to recover damages or pursue other
applicable legal remedies for the other party's breach of this Agreement. Nor shall (A) the delivery
of the notice, (B) any failure to object to termination of this escrow, or (C) the return of funds and
documents affect the right of the other party to recover damages for the Breach of the party who
gives the notice of termination. The procedure set forth in this Section 11.4 is intended to evidence
termination to Escrow Holder. It is not intended to condition any right a party may have to
terminate on the other party not objecting to such termination.
11.5 Breach. Time is expressly stated to be of the essence of each and every provision
of this Agreement wherein time for performance is set forth. In all other respects, the parties hereto
covenant to perform their obligations in an expeditious manner. Failure to comply with this
provision shall be a breach of this Agreement. If the Close of Escrow fails to occur due to a breach
by either Buyer or Seller, and such breach is not cured within ten (10) Business Days after notice
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of such breach, the non-defaulting party shall have the right to cancel this Agreement, to pursue
any legal right or remedy at law or equity, including without limitation, an action for specific
performance and/or damages in order to enforce its rights hereunder, or both. In no event shall
Buyer be entitled to recover consequential or punitive damages. The Close of Escrow shall be
deemed a waiver by Buyer of any breach by Seller occurring prior to the Close of Escrow and of
which Buyer has actual knowledge, except as otherwise described in Section 13.5.
11.6 Survival. The provisions of this Article 11 shall survive the Close of Escrow or
the termination of this Agreement.
ARTICLE 12
ESCROW HOLDER'S GENERAL PROVISIONS
Escrow Holder's General Provisions, attached hereto as Exhibit "I", are hereby made a
part of this Agreement. Within three (3) Business Days after the mutual execution of this
Agreement, Buyer and Seller shall deposit fully executed counterparts of this Agreement with
Escrow Holder. If requested by Escrow Holder, Buyer and Seller shall execute further escrow
instructions to Escrow Holder that are consistent with the terms of this Agreement and that
incorporate Escrow Holder’s general provisions. In the event of any conflict between such escrow
instructions and this Agreement the terms in the body of this Agreement shall prevail unless such
escrow instructions specifically provide that they modify this Agreement.
ARTICLE 13
REPRESENTATIONS, WARRANTIES AND FURTHER DISCLOSURES AND
AGREEMENTS
13.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern
with, nor liability nor responsibility for, this Article.
13.2 Basis of Purchase. Except as set forth in this Agreement, Buyer acknowledges
that it is purchasing the Property in reliance solely on (i) Buyer's inspection of the Property,
ii) Buyer's independent verification of the truth and accuracy of any documents delivered by
Seller to Buyer and statements made by Seller to Buyer concerning the Property and its
development, and (iii) the opinions and advice of consultants engaged by Buyer concerning the
Property and its development.
13.3 "As Is" Purchase. Except as otherwise set forth in this Agreement, Buyer shall
accept the Property in an "as is" condition with all faults. During the Feasibility Period, Buyer
satisfied itself as to all aspects of the Property and its feasibility for Buyer’s intended purposes,
including but not limited to the following matters:
a) Soils, Topography, Etc. Soils and geological condition; topography, area
and configuration; archeological, prehistoric and historic artifacts, remains and relics;
contamination by Hazardous Materials (as defined in below); existence of methane or other gases;
wetlands and endangered species.
b) Utilities, Etc. Availability of utilities, public access, and fire and police
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protection.
c) Districts. The status, special taxes and assessments of any and all CFDs and
other Districts.
d) Planning and Zoning. Applicable planning, zoning and subdivision statutes,
ordinances, agreements and related public requirements.
e) Development Fees. The character and amount of any fee or charge which
must be paid by Buyer to develop the Property.
f) Easements and Encroachments. Any easement, license or encroachment
which is not a matter of public record and has been disclosed to Buyer, whether or not visible upon
inspection of the Property.
g) Utility Lines. Any adverse effects resulting from any high tension power
lines or other utility lines and facilities now or hereafter located on or about the Property.
h) Entitlements. The terms and provisions of the Development Agreement
and any clarifications or amendments thereto), the Sectional Planning Area (SPA) plan, Master
Association Documents, Parks Agreement and other agreements, project Environmental Impact
Report, Parking Management Plan, and all other permits, maps and entitlements affecting the
Property or that may be required to be obtained by Buyer for the Property.
i) Effect of Laws. The effect of laws, ordinances, rules, regulations and court
decisions on the development of the Property, the cost thereof and any possible wage requirements.
j) Other Matters. Any other matter relating to the Property or to the
development of the Property, including, but not limited to, value, feasibility, cost, and
governmental permissions, except as otherwise expressly provided in this Agreement.
Buyer acknowledges and agrees that (i) Buyer is familiar with the Property and surrounding
properties, and has inspected the Property and all matters relating thereto; (ii) except as expressly
provided in Article 13 of this Agreement, neither Seller nor anyone on Seller’s behalf has made
any warranties or representations respecting the Property, the physical condition thereof; and (iii)
except for the representations and warranties of Seller expressly set forth in Article 13 of this
Agreement, Buyer is purchasing the Property “as is.”
Buyer agrees that it is the intent of the parties that, except for any representation or warranty
of Seller expressly set forth in Article 13 of this Agreement (i) upon the Close of Escrow, any and
all risks existing or hereafter arising in connection with Property or any part thereof at any time
shall shift to Buyer, and (ii) Seller shall have no obligation whatsoever in connection with the
physical condition of the Property at any time. Except for any representations and warranties of
Seller expressly set forth in this Article 13, and excluding any claims that Buyer may have against
Seller as a result of a breach by Seller of such representations and warranties or other covenants
or agreements set forth in this Agreement, effective as of the Close of Escrow, Buyer on behalf of
itself and for its agents, officials, employees, contractors, visitors, successors and assigns
collectively “Buyer’s Group”), hereby releases and discharges the Seller’s Group from any and
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all claims, liability, damages, losses, demands, costs, expenses (including but not limited to
attorneys’ and consultants’ fees), and causes of action of all kinds, whether known or unknown,
suspected or unsuspected, in any way arising out of or in connection with the Property, including
but not limited to the development and entitlement of the Property and the physical condition
thereof, or other laws or requirements. Without limiting the foregoing, Buyer agrees that this
release shall apply to all unknown or unanticipated loss, damage, or injury, and hereby waives any
and all rights under California Civil Code Section 1542, which reads as follows:
A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or her,
would have materially affected his or her settlement with the debtor
or released party.
BUYER’S INITIALS:_______________
13.4 No Brokerage Commission or Finder's Fee. Each party warrants to the other that
the warranting party has incurred no obligation, by reason of this Agreement or the transaction
contemplated hereby, for a real estate brokerage commission or finder's fee for which the other
party would be liable. Each party shall hold the other party free and harmless from and against
any damage or expense the other party may incur by reason of the untruth as to the warranting
party of the foregoing warranty, including expenses for attorney's fees and court costs. The
obligations of this Section shall survive the Close of Escrow and delivery of the Grant Deed.
13.5 Other Warranties and Representations. Buyer and Seller, each to the other,
hereby represent and warrant that the transaction contemplated by this Agreement has been duly
authorized by all necessary actions or approvals on the part of Buyer and Seller, respectively, and
no other authorizations or approvals are necessary to enable the warranting party to enter into and
perform this Agreement, except as set forth elsewhere in this Agreement. Seller warrants and
represents to Buyer as follows:
a) Seller's Authority. Seller has the full right, capacity, power and authority
to enter into and carry out the terms of this Agreement. Seller is a limited liability company duly
organized, validly existing and in good standing under the Laws of the State of Delaware, and is
qualified to do business in California. The execution and delivery by Seller of this Agreement and
each instrument or agreement referenced herein, which required Seller’s signature, and the
performance by Seller of its obligations hereunder and thereunder, will not (i) conflict with or
result in any breach of any provision of the formation documents of Seller or (ii) violate any
contract, document, understanding, agreement, or instrument to which Seller is a party or by which
it is bound, or (iii) violate any judgment or order applicable to Seller or the Property.
b) Litigation. Seller is not a party to any outstanding litigation or arbitration
against the Property in any court at law or in equity and Seller has not received written notice of
any pending or threatened litigation directly affecting the Property or any portion thereof,
including any condemnation or similar proceedings.
c) No Notice of Violations. To Seller’s knowledge, Seller has not received
written notice from any governmental authority of any current violations of the Property under any
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laws, statutes, or ordinances.
d) OFAC. Seller is not a person or entity with whom U.S. persons or entities
are restricted from doing business under regulations of the Office of Foreign Asset Control
OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially
Designated Nationals and Blocked Persons List) or under any statute or executive order (including
the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism).
e) Liens. To Seller’s actual knowledge, there are no mechanic’s or
materialman’s liens or similar claims or liens now asserted against the Property for work
performed or commenced prior to the date hereof other than as described in the Title Report; and
Seller shall timely satisfy and discharge any and all obligations relating t o work performed on or
conducted at or materials delivered to the Property by or on behalf of Seller from time to time in
order to prevent the filing of any claim or mechanic’s lien with respect thereto.
f) Property Information. To Seller’s actual knowledge, none of the Property
Information prepared by third parties is inaccurate or misleading in any material respects. Other
than what is disclosed in the Property Information: (i) Seller has not received any written notice
nor has any actual knowledge that any physical conditions existing with respect to the Property
are in violation of law which have not previously been cured in full; and (ii) to Seller’s actual
knowledge, Seller is not in possession of any written report, document or other written
communication that addresses in material respect the general developability of the Property;
provided, however, that nothing herein shall constitute any representation, warrant y or other
statement by Seller concerning in any respect the habitability, merchantability, marketability, or
fitness for a particular purpose of the Property, including without limitation, Buyer’s intended use
of the Property.
The term “to Seller’s actual knowledge” or “to Seller’s knowledge” as used herein
means the actual knowledge of Guy Asaro and Todd Galarneau only, without any duty of
investigation or inquiry. Seller further represents and warrants to Buyer that the foregoing
individuals are the representatives of Seller or its affiliates who are most knowledgeable about the
matters addressed in this Section. Such individuals are making such representations and warranties
on behalf of Seller and not in their individual capacities. As a result, Seller shall be liable (and not
such individuals) in the event any such representations or warranties are breached. If either Seller
or Buyer learns of the inaccuracy of any representation or warranty contained herein prior to the
Close of Escrow, such party shall promptly advise the other party of same in writing. If Buyer
learns of the inaccuracy of any representation or warranty contained herein prior to the Close of
Escrow, Buyer’s shall notify Seller of such inaccuracy by delivery of written notice thereof to
Seller within ten (10) Business Days of the date Buyer first learns of such inaccuracy, and Seller
shall use its best efforts to attempt to cure such inaccuracy prior to the scheduled Closing Date. If
Seller fails to cure such breach prior to the scheduled Closing Date, such failure shall constitute a
breach by Seller hereunder. In that event, Buyer may, by giving written notice to Seller on or
before the Closing Date, either: (i) terminate this Agreement, in which event each Party shall
return any funds, documents, plans, studies, or other items which were previously delivered by the
other Party, and neither Party shall have any further obligation to the other except for those
provisions of this Agreement which by their terms expressly survive termination of this
Agreement; or (ii) proceed with the Close of Escrow, in which event Buyer shall be deemed to
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have waived all claims against Seller with respect to all of the Property so acquired with respect
to such inaccuracy and Seller shall have no liability to Buyer or its successors or assigns therefor,
unless and except to the extent such inaccuracy constitutes a Material Inaccuracy. As used herein,
Material Inaccuracy” means an uncured inaccuracy in a Seller representation or warranty set
forth in this Agreement existing as of the Close of Escrow that would prevent, materially delay
and/or materially increase Buyer’s cost of development, construction, operation, sales, leasing or
ownership of the Property by Buyer. In the event of any such Material Inaccuracy, after Close of
Escrow Buyer may pursue any rights and remedies against Seller available at law or in equity for
any losses or damages suffered or incurred by Buyer that are proximately caused by the Material
Inaccuracy. All of Seller's representations and warranties contained in this Agreement shall
survive the Close of Escrow but automatically expire two (2) years after the Close of Escrow. Any
claim for any breach of any representation or warranty by Seller under this Agreement or otherwise
including any claim for any Material Inaccuracy) must be brought or asserted by Buyer to Seller
in writing within sixty (60) days after such two (2) year period expires, or is forever waived and
barred.
13.6 Acknowledgment of Receipt. Buyer acknowledges receiving copies of each of
the items described on Exhibit “C” attached hereto.
13.7 Buyer’s OFAC Representation. Buyer is not a person or entity with whom U.S.
persons or entities are restricted from doing business under regulations of OFAC (including those
named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any statute
or executive order (including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism).
ARTICLE 14
ADDITIONAL POST-CLOSING OBLIGATIONS
14.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern
with, nor liability nor responsibility for, this Article.
14.2 Scheduling Conflicts. In the event that scheduling conflicts arise with regard to
work to be done pursuant to this Agreement, Buyer and Seller shall work together to reasonably
coordinate such work. In addition, Buyer shall coordinate all of Buyer’s construction traffic with
Seller so as not to impede any other work in the Millenia Project.
14.3 Ongoing Maintenance. After Close of Escrow, Buyer shall maintain, in a good
and safe condition and repair, the Property and every portion thereof, consistent with the
community standards of the Millenia Project. Without limiting the foregoing, Buyer shall repair,
maintain and replace any and all slopes, fencing, walls, irrigation, landscaping, erosion control,
Project monumentation, signage, utilities, landscaping, irrigation, storm drain systems and all other
improvements that have been or will be installed within the Property. Buyer shall promptly repair
any damage caused by Buyer to any slope plantings, street trees or parkway plantings and
associated irrigation systems or other improvements have been installed in, on or adjacent to the
Property.
14.4 National Pollutant Discharge Elimination System (NPDES). Seller has filed a
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Notice of Intent ("NOI") indicating its intention to be regulated under the provisions of the General
Permit No. NPDES No. CAS000002, Water Quality Order 2009-0009-DWQ, and all
modifications thereto ("General Permit"), issued by the State Water Resources Control Board
SWRCB"). The SWRCB has issued Waste Discharge Identification Number 9 37C361454
WDID") in response to the NOI. Seller has developed and implemented a Storm Water Pollution
Prevention Plan ("SWPPP") in accordance with Section I.M, “ Storm Water Pollution Prevention
Plan Requirements”, and Section XIV, “SWPPP REQUIREMENTS” of the General
Permit. Seller has delivered copies of the General Permit, the NOI and the SWPPP to Buyer. Until
the Close of Escrow, Seller shall comply with the SWPPP developed by Seller, and if Seller
receives notice from SWRCB or other governmental authority of any violation by Seller of the
SWPPP prior to the Close of Escrow, Seller shall correct such violation at Seller’s expense.
In accordance with Section IV.S, “SPECIAL PROVISIONS: Transfers”, Seller
hereby informs Buyer that coverage under the General Permit is not transferable. A new owner of
an ongoing construction activity must submit an NOI in accordance with the requirements of the
General Permit to be authorized to discharge under the General Permit. An owner who sells
property covered by the General Permit shall inform, to the extent required by applicable law, the
new owner of the duty to file an NOI and shall provide the new owner with a copy of the General
Permit.
Seller intends to terminate coverage upon Close of Escrow by submitting to its
Regional Water Quality Control Board certification, in the form of a Change of Information Form
COI") or a Notice of Termination ("NOT"), that the ownership of such property has been
transferred. Buyer shall comply with the provisions of Section II, “CONDITIONS FOR PERMIT
COVERAGE”, including Section II.C: “Revising Permit Coverage for Change of Acreage or New
Ownership”, of the General Permit, which provisions require the Buyer to submit Permit
Registration Documents (“PRDs”) in accordance with the General Permit’s requirements. Buyer
shall file an NOI for the Property at the Close of Escrow. Buyer shall provide Seller with a copy
of the NOI and a copy of the SWRCB response letter with the new WDID number promptly after
receipt.
From and after the Close of Escrow, Buyer shall comply with all of the
requirements of Water Quality Order 2009-0009-DWQ with respect to the Property, including any
provisions which require dischargers to comply with the lawful requirements of municipalities,
counties, drainage districts, and other local agencies regarding discharges of storm water to
separate storm sewer systems or other watercourses under their jurisdiction, including applicable
requirements in municipal storm water management programs developed to comply with the
NPDES permits issued by the Regional Water Quality Control Boards to local agencies. From and
after the Close of Escrow, Buyer shall comply with all applicable laws, including, without
limitation, City and other applicable Governing Agencies ordinances and regulations, regulating
erosion, sediment and pollutant discharge, Low Impact Development (“LID”), desiltation and
basin maintenance and Hydromodification Management (“HM”), as such requirements may be
amended or updated from time to time, and shall implement all measures necessary to prevent the
discharge of sediment and other pollutants from the Property as required by law.
Buyer acknowledges that Seller may incur damages should Buyer fail to comply
with its obligations under this Section or otherwise allow discharge of sediment or pollutants from
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the Property after the Close of Escrow. Buyer shall protect, defend (with counsel of Seller’s
choice), hold harmless and indemnify Seller’s Group from any and all claims, liabilities, damages,
costs, injuries, actions or judgments of any kind or nature (including, without limitation, reasonable
attorneys' fees, expert fees, and litigation costs and expenses) (collectively, “NPDES Claims”) to
the extent caused by Buyer's failure to comply with its obligations under this Section or to prevent
the discharge of sediment or pollutants from the Property as required by law after the Close of
Escrow. Buyer’s obligations under this Section 14.4 shall not include any duty to protect, defend,
hold harmless, or indemnify for NPDES Claims to the extent arising from or caused by the gross
negligence or willful misconduct of Seller or any Seller Group party.
14.5 Clean Up of Debris. Buyer shall, during the period of ownership of any portion
of the Property by Buyer, keep such portion of the Property in a neat and clean condition, free and
clear of debris, trash and other unsightly materials, and in conformity with all applicable laws,
including without limitation, all applicable rules, regulations and ordinances of City, and all rules,
regulations and requirements of the Master Association.
14.6 Master Association.
a) Master Association. Buyer acknowledges and agrees that Seller has
incorporated the Millenia Community Association (“Master Association”) relating to the
Millenia Project to govern all of the real property subject to the Master Declaration including the
Property. Seller has provided all of the Master Association Documents, including the Master
Declaration and the Bylaws and Articles of Incorporation for the Master Association. In addition
to the foregoing, Seller has provided to Buyer the budget for the Master Association (“Budget”).
The Master Declaration, Articles of Incorporation, Bylaws and Budget, together with the Millenia
Community Handbook and the Supplemental Declaration referenced below are sometimes referred
to collectively as the “Master Association Documents”). Seller shall provide to Buyer any
updates to the Master Association Documents made by Seller during the Feasibility Period.
Buyer’s approval of its due diligence investigations during the Feasibility Period shall constitute
Buyer’s approval of the forms of the Master Association Documents provided by Seller to Buyer.
b) Modifications to Master Association Documents Prior to the Close of
Escrow. Buyer acknowledges that the Master Association Documents are subject to review and
approval by the DRE. Buyer further acknowledges that Seller may, prior to the Close of Escrow,
make modifications to the Master Association Documents as Seller deems necessary for the
development of the Master Association or to accommodate any changes required by other potential
builders. (The modifications to the Master Association Documents which are made by Seller after
the expiration of Buyer’s Feasibility Period are referred to as the “Master Association Documents
Modifications.”) Upon making such modifications, Seller will deliver copies of the modifications
to Buyer. Buyer shall only have the right to review and approve such Master Association
Document Modifications if (a) such modifications will increase the range of assessments or level
assessments set forth in the Budget by more than 20% per year or (b) if any such Master
Association Documents Modifications materially adversely affect Buyer’s proposed development
of the Property, materially increase Buyer’s cost of construction of Buyer’s development,
operation, leasing or ownership of the Property, or impose use restrictions on Buyer’s Property
which prevent Buyer’s development of the Property. If Buyer has a right of approval hereunder,
Buyer’s approval shall not be unreasonably withheld. The failure of Buyer to deliver notice of
disapproval within ten (10) Business Days after receipt of the Master Association Documents
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Modifications shall constitute its approval thereof.
c) Master Association Document Modifications after the Close of Escrow.
Buyer acknowledges that, after the Close of Escrow, changes to the Master Association Documents
may be made to accommodate any other changes required by the DRE, City or changes deemed
necessary by Seller, if applicable. Buyer, in accepting fee title to the Property, acknowledges that
it will be bound by any Master Association Documents Modifications which are made after the
Close of Escrow and further agrees that it will cooperate with Seller in connection with any Master
Association Documents Modifications and shall, if requested by Seller, execute any amendments
documenting such Master Association Document Modifications within five (5) Business Days
after request by Seller. Buyer irrevocably appoints Seller as its attorney-in-fact, with full power of
substitution, to execute in Buyer’s name, any amendments documenting such Master Association
Document Modifications that Buyer has not executed and delivered to Seller within ten (10)
Business Days of Seller’s written request. This power of attorney is coupled with an interest and
is irrevocable.
d) Supplemental Declaration. Prior to the Close of Escrow, Seller intends to
record a Supplemental Declaration of Covenants, Conditions and Restrictions and Establishment
of Easements of Millenia (“Supplemental Declaration”) annexing the Property into the Master
Declaration.
14.7 Deposits/Reimbursements. In the event Seller or its predecessors in title have
made any deposits with the City, any District, Governing Agency, owner’s association, utility or
any other person or entity (“Seller Deposits”), Seller shall be entitled to the return of all such
Seller Deposits. In addition, Seller shall be entitled to all reimbursements, credits, fee reductions,
payments, or other funds related to work performed or improvements constructed on or about the
Property or any portion thereof or on the Millenia Project by Seller or its predecessors in title to
the Property, with respect to the pedestrian corridor improvements or other improvements
constructed by Seller, including without limitation, all fee credits to which
Seller is entitled pursuant to Section 6.2, or to reimburse sums previously paid by Seller or its
predecessors in title or for any other reason from the City, any District, Governing Agency,
owner’s association, utility or any other person or entity (“Seller Credits and Reimbursements”).
If Buyer shall receive or be credited with any Seller Deposits or Seller Credits and
Reimbursements, Buyer shall reimburse and assign to Seller the same within no later than five (5)
Business Days following Buyer’s receipt thereof.
14.8 Development Agreement. From and after the Close of Escrow, Buyer shall
comply with the terms of the Development Agreement and perform the obligations of an Owner
thereunder; provided, however, Buyer’s sole obligations under the Development Agreement as it
relates to the Property shall be the Park Plaza public access easement and improvements
obligations described in Sections 4.3, 4.5 and Exhibit “D” of the Development Agreement.
Notwithstanding any provision in the Development Agreement to the contrary, so long as Seller,
Meridian, or any of their respective affiliates, successor or assigns (as Master Developer as defined
in the Development Agreement) have any direct or indirect ownership interest in any portion of
the Millenia Project, Buyer shall not amend or modify the Development Agreement in any respect
without the prior written consent of Seller, which consent may be granted, withheld or conditioned
by Seller in its sole discretion and for any or no reason. All reimbursements from the City related
to the Development Agreement (including but not limited to those matters described in Sections
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5.9 and 5.12 of the Development Agreement) shall belong to Seller and shall be subject to the
provisions of Section 14.7 of this Agreement. Whenever the consent of Seller, as Master Owner
under the Development Agreement, is required, such consent may be granted, withheld or
conditioned by Seller in its sole discretion and for any or no reason.
14.9 Indemnity. After the Close of Escrow, Buyer shall fully protect, defend (with legal
counsel reasonably acceptable to Seller), hold harmless and indemnify Seller and Seller’s Group
from any and all claims, suits, causes of action, liabilities, damages, losses, costs, injuries, actions
or judgments of any kind or nature (including, without limitation, reasonable attorneys' fees, expert
fees, and litigation costs and expenses) (collectively, “Claims”) to the extent arising out of or
relating in any way to construction of any improvements on the Property by or on behalf of Buyer
or its affiliates, including any defective workmanship, design or materials; or any failure by Buyer
or its affiliates to satisfy any requirements of any laws, regulations, ordinances, governmental
policies or standards, or agreements that apply or pertain to the Property or the sale of the Property
by Buyer or its affiliates; or breach of this Agreement or any other contract or representation or
warranty made or given by Buyer to any of the Seller’s Group or to any prospective or actual buyer
of all or any portion of the Property; or failure by Buyer or its affiliates to make any disclosures
required to be made by this Agreement or as a matter of law; or any Claim of any kind by any
party that Seller’s Group or any of them is liable for any act or omission of Buyer or its affiliates,
in connection with the ownership, sale, operation, development or improvement of the Property
after the Close of Escrow (collectively, “Post Transfer Claims”). Buyer’s obligations under this
Section 14.9 shall not include any duty to protect, defend, hold harmless, or indemnify for (i) any
Post Transfer Claims to the extent arising from or caused by the gross negligence or willful
misconduct of Seller or any Seller’s Group party, (ii) any Post Transfer Claims to the extent arising
from or caused by any uncured breach by Seller of any of its obligations under this Agreement or
other agreements contemplated herein, or (iii) any Claim, whether arising before, on or after Close
of Escrow, for personal injury to any individual (“Personal Injury Claim”) to the extent arising
from or caused by the gross negligence or willful misconduct of Seller or any Seller’s Group party.
Seller shall fully protect, defend (with legal counsel reasonably acceptable to Buyer), hold
harmless and indemnify Buyer and its members, managers, officers, employees, agents,
consultants, contractors, representatives, successors and assigns (“Buyer’s Group”) from any
Personal Injury Claim, whether arising before, on or after Close of Escrow, for personal injury to
any individual to the extent arising from or caused by the gross negligence or willful misconduct
of Seller or any Seller’s Group party, except that Seller’s obligations under this Section 14.9 shall
not include any duty to protect, defend, hold harmless, or indemnify for any Personal Injury Claim,
whether arising before, on or after Close of Escrow, to the extent arising from or caused by the
gross negligence or willful misconduct of Buyer or any Buyer’s Group party.
14.10 Injunctive Relief. Buyer and Seller hereby declare that, except for the portions of
Sections 14.5 and 14.7 that call for the payment of money, monetary damages for Buyer’s breach
of the provisions contained in Sections 14.2 through 14.9 after the Close of Escrow may be
inadequate and that Seller may seek to enjoin Buyer from commencing or proceeding with
construction or marketing which is not substantially in compliance with those Sections.
ARTICLE 15
DISTRICTS
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15.1 Limit on Escrow Holder's Responsibility. Escrow Holder will have no concern
with, nor liability nor responsibility for, this Article 15, except to prorate special taxes which have
been levied as stated in Article 9.
15.2 Disclosure of CFDs. Seller discloses to Buyer that the Property is or will be subject
to certain CFDs, which are described in general on Exhibit “J”. Buyer acknowledges that it will
conduct its own investigation of each existing CFD and other District and became familiar with
each of the same during the Feasibility Period.
15.3 Buyer to Sign Notice of Special Tax. Buyer shall execute and deliver to Seller
within five (5) Business Days after receipt an original of a Notice of Special Tax with respect to
each of CFDs.
15.4 Assumption of CFD No. 16 I, IA No. 1 Continuing Disclosure Obligation. In
conjunction with the issuance of bonds of the City’s Community Facilities District No. 16 I
Millenia) for Improvement Area No. 1, the Seller executed a Continuing Disclosure Certificate
dated June 27, 2018 (the “IA No. 1 Continuing Disclosure Certificate”) pursuant to which the
Seller is obligated to provide semi-annual reports with respect to the Property, among other things.
As a condition of the Closing, Buyer shall enter into an assumption agreement with respect to the
Property (the “Assumption Agreement”) whereby the Buyer shall assume all of the Seller’s
obligations under the IA No. 1 Continuing Disclosure Certificate. As provided in the IA No. 1
Continuing Disclosure Certificate, the form and substance of the Assumption Agreement shall be
reasonably satisfactory to CFD No. 16 I and the underwriter for the outstanding bonds of CFD No.
16 I.
ARTICLE 16
GOVERNING AGENCIES REQUIREMENTS
16.1 Limit on Escrow Holder's Responsibility. Escrow Holder will have no concern
with, nor liability nor responsibility for, this Article.
16.2 Disclosure. Buyer acknowledges that Seller disclosed to Buyer that, in addition to
all other governmental laws, regulations and policies, the Property is or may become subject to
City Development Plans. Among other requirements, these documents require compliance with
the Project Entitlements.
ARTICLE 17
17.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern
with, nor liability nor responsibility for, this Article.
17.2 Hazardous Materials. The term "Hazardous Materials" means any material or
substance which is (i) defined as a "hazardous waste", extremely hazardous waste", "restricted
hazardous waste', "hazardous material", "hazardous substance", or any similar formation under or
pursuant to any California statute or common law rule; (ii) petroleum and natural gas liquids as
those terms are used in §109(14) of the Comprehensive Environmental Response, Compensation
Liability Act, 42 U.S.C. § 6901, et seq. (41 U.S.C. §6903); (iii) asbestos; (iv) polychlorinated
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biphenyls; (v) designated as a "hazardous substance" pursuant to §311 of the Clean Water Act, 33
U.S.C., § 1251, et seq. (33 U.S.C. §1321) or listed pursuant to §307 of the Clean Water Act (33
U.S.C. §1317); (vi) defined as a "hazardous waste" pursuant to §1004 of the Resource
Conservation & Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (vii) defined as a
hazardous substance" pursuant to Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. §9601, a seq. (41 U.S.C. §9601).
17.3 Agricultural Use of Property; Pesticide Residuals in Soil. The Property and
other acreage in the Millenia Project historically were used for agricultural purposes, and
pesticides were commonly used in connection with the agricultural activities conducted on the
land. Soil sampling in areas of the Millenia Project conducted on behalf of Seller and by others
revealed elevated levels of various pesticides and naturally occurring arsenics in surface and near-
surface soils at various locations throughout the area. Pesticides detected in soil samples included
DDD, DDE, DDT, toxaphene, and BHC. These pesticides are Hazardous Materials.
a) Soils Assessment and Remediation. Seller has had an organochlorine
pesticide assessment performed on the Millenia Project by Geocon Consultants Inc. (“Geocon”),
the results of which are summarized in and resulted in that certain Organocholorine Pesticide
Assessment and Soil Reuse Plan, Eastern Urban Center, Chula Vista, CA " prepared by Geocon,
dated June 5, 2007 and revised October 4, 2007 (the "Mitigation Plan"). The soils in certain areas
in the Millenia Project that are reported as having concentrations of pesticides and naturally
occurring arsenics at concentrations above federally-established residential remedial guidelines
are referred to herein as the "Impacted Soils". The Mitigation Plan provides for the use of the
Impacted Soils as deep-seated fill material at various locations throughout portions of the Millenia
Project, including beneath street beds, open space and some development lots including portions
of the Property. Impacted Soils have been or will be placed a minimum of ten feet below the final
grade of specific lots in the Millenia Project, including without limitation, the Property. All work
has been or will be conducted in accordance with the Mitigation Plan by Seller's contractors. Buyer
may cause to be conducted such other environmental site assessment investigations as Buyer may
elect at its own cost and Buyer’s delivery of the Purchase Price and closing of escrow shall be
deemed Buyer’s satisfaction with all conditions of the Property.
b) Grading and Excavation by Buyer. In the event Buyer elects to modify
the grade within the Property in any areas where Impacted Soils exist such that the ultimate
separation between the final grade of the Property and the Impacted Soils is less than 10 feet, or
Buyer causes any excavation to occur in the Property for utility lines or otherwise in excess of 10
feet in depth (“Impacted Soils Work”), Buyer shall take all appropriate steps, including without
limitation, all required City and other Governing Agency permits and approvals for such Impacted
Soils Work, and if necessary develop and implement a mitigation or remediation plan to ensure
the proper handling and disposal of any Impacted Soils and to ensure that an adequate buffer is
maintained between the Impacted Soils and the final grade of the Property such that no threat to
health or the environment shall occur.
c) Notification. This notification constitutes notice pursuant to California
Health & Safety Code § 25359.7 that a release of hazardous substances has come to be located on
or beneath the real property which is the subject of this transaction.
d) Indemnity of Seller. As a material inducement to Seller, without which
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Seller would not have agreed to enter into this Agreement to sell the Property to Buyer on the
terms set forth herein, Buyer, for itself and its successors and assigns, hereby agrees to indemnify,
defend (with legal counsel reasonably acceptable to Seller), and hold harmless Seller and Seller’s
Group, from and against any and all present and future liability, losses, damages (excluding
foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, response costs
and expenses (including out-of-pocket litigation costs and reasonable attorneys' fees) directly or
indirectly arising out of any Impacted Soils within the Property or in the Property to the extent
caused by Buyer or its employees, contractors, subcontractors or agents, including, without
limitation, the cost of any required or necessary repair, cleanup or detoxification and the
preparation of any closure or other required plans (collectively, “Hazardous Materials Claims”).
Buyer’s obligations under this Section 17.3(d) shall not include any duty to protect, defend, hold
harmless, or indemnify for Hazardous Materials Claims to the extent arising from or caused by the
negligence or willful misconduct of Seller or any Seller Group party, unless and except to the
extent such Hazardous Materials Claims arise out of or relate to any Impacted Soils Work
performed by or for Buyer, in which event Buyer’s obligations under this Section 17.3(d) shall
not include any duty to protect, defend, hold harmless, or indemnify for Hazardous Materials
Claims arising out of or related to any such Impacted Soils Work unless caused solely by the gross
negligence or willful misconduct of Seller or any Seller Group party.
e) Disclosure of Hazardous Materials to Renters and Transferees. Buyer
shall make a written disclosure regarding the Impacted Soils and the limitations on disturbance
thereof to any transferees of the Property from Buyer.
ARTICLE 18
INTENTIONALLY DELETED
ARTICLE 19
MEDIATION AND JUDICIAL REFERENCE
The parties agree that in the event they are unable to resolve between themselves a dispute
arising from this Agreement, they will first, prior to filing any action (except for the filing of any
action for a temporary restraining order or other emergency or urgent equitable relief, or any action
that must be filed to meet any statute of limitations, or other action where time is of the essence
and immediate relief is sought or necessary) submit the matter for mediation before a mediator
employed by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), or such other mediation
service which is mutually agreeable to the parties, the cost of which shall be shared equally
between the parties. In the event the parties cannot mutually select a mediator within ten (10) days
after submission of the dispute to JAMS or other mediation service, then JAMS or the other
mediation service shall select the mediator. The mediation shall take place in the City of San
Diego on the first available date on the calendar of the mediator, or on such other date as the parties
may agree upon in writing. In the event a party institutes an action or reference proceedings without
complying with this mediation provision, or in the event a party refuses to participate in a
mediation, then, notwithstanding anything to the contrary in this Agreement, that party shall not
be entitled to attorneys’ fees and costs, even if that party is the prevailing party.
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In the event an action is filed in any court by either party to this Agreement involving a
dispute arising from this Agreement that is not resolved through the mediation process set forth
above, either party may, upon five (5) days' notice to the other party, apply ex parte to the Court
for a reference of the entire dispute to JAMS in accordance with Code Of Civil Procedure Section
638(1). The application shall be deemed a mutual request by both parties for the reference. For
either voluntary submission of a dispute to JAMS or reference by the Court in the event an action
has been filed, the parties shall mutually select a member from JAMS' panel to hear the dispute.
In the event the parties cannot mutually select a member from the panel within ten (10) days after
submission of the dispute to JAMS, then JAMS shall select the hearing officer. The hearing shall
take place on the first available date on the calendar of the hearing officer, or on such other date
as the parties may agree upon in writing. This agreement to seek voluntary reference to resolve
disputes shall not apply to any claim or action in which any of the causes of action includes either
disputes involving third parties other than the parties to this Agreement, or disputes involving
allegations of defective construction or defective development of the land which is the subject of
this sale Agreement. The decision of the hearing officer shall be binding on the Parties.
BUYER AND SELLER ACKNOWLEDGE THAT BY AGREEING TO RESOLVE
DISPUTES AS PROVIDED IN THIS ARTICLE THEY ARE GIVING UP THEIR RESPECTIVE
RIGHTS TO HAVE SUCH DISPUTES TRIED BEFORE A JURY.
Buyer's Initials Seller's Initials
ARTICLE 20
GENERAL PROVISIONS
20.1 Gender, Number. Whenever the context requires, the use herein of (i) the neuter
gender includes the masculine and the feminine, and (ii) the singular number includes the plural.
20.2 Business Days. If the (i) stated Closing Date, or (ii) last day for performance of an
act falls upon a day during which Escrow Holder is not open for business, the Closing Date or such
last day, as the case may be, will be the next following regular Business Day of Escrow Holder.
20.3 Survival of Provisions. Except as expressly set forth in this Agreement, the
representations, warranties, agreements and indemnities set forth in this Agreement shall remain
operative and shall survive the closing and the execution and delivery of Seller's Grant Deed and
shall not be merged in Seller's Grant Deed subject to any limitations on survivability expressly set
forth in this Agreement.
20.4 Authority of Signatories. Buyer and Seller each represent with respect to itself
that each individual signing this Agreement on its behalf (i) is duly authorized to sign and deliver
this Agreement on its behalf, and (ii) this Agreement is binding upon such party in accordance
with its terms.
20.5 Joint and Several Liability. If there is more than one Buyer or Seller under this
Agreement, the liability of each such Buyer or Seller shall be joint and several.
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20.6 Captions. Captions in this Agreement are inserted for convenience of reference
only and do not define, describe or limit the scope or the intent of this Agreement.
20.7 Exhibits. All exhibits referred to in this Agreement are attached to, and are a part
of, this Agreement.
20.8 Entire Agreement. This Agreement contains the entire agreement between the
parties relating to the transaction contemplated hereby and all prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are merged herein.
20.9 Modifications. No modification, waiver or discharge of this Agreement shall be
valid unless the same is in writing and signed by the party against which the enforcement of such
modification, waiver or discharge is or may be sought.
20.10 Attorney's Fees and Costs. If either party commences litigation for the judicial
interpretation, reformation, breach, enforcement (including, but not limited to, the enforcement of
any indemnity provisions set forth in this Agreement) or rescission hereof, the prevailing party
shall be entitled to a judgment against the other for an amount equal to reasonable attorneys' fees
and court and other costs incurred.
20.11 Successors. All terms of this Agreement shall be binding upon and inure to the
benefit of the parties and their respective administrators or executors, successors and assigns;
provided, however, nothing contained in this Section 20.11 shall affect the provisions of Section
3.4 or Article 18. Nothing in this Agreement, express or implied, is intended to confer on any other
person, other than the named parties hereto or their respective permitted successors and assigns,
any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
20.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one
instrument.
20.13 Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of California.
20.14 Time of Essence. TIME IS OF THE ESSENCE, AND TIME PERIODS SET
FORTH IN THIS AGREEMENT ARE TO BE STRICTLY CONSTRUED AS EXPIRING ON
THE DATE STATED.
20.15 Notices. Unless otherwise provided herein, all notices, demands or other
communications given hereunder shall be in writing and shall be deemed to have been duly
delivered upon personal delivery, or on receipt of a facsimile on a Business Day (provided it is
received before 5:00 p.m. local time at the place of delivery; and if received after 5:00 p.m. local
time at the place of delivery, or if it is received on a day that is not a Business Day, then it is
deemed received on the next Business Day), or on the first (1st) Business Day after deposit with
Federal Express or other overnight courier service, or as of the second (2nd) Business Day after
mailing by United States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
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If to Seller:
Millenia 2022, LLC
c/o Millenia Real Estate Group, LLC
9988 Hibert Street, Suite 210
San Diego, California 92131
Attn: Mr. Todd Galarneau
Telephone: (619) 794-1204
E-mail: tgalarneau@meridiandevelopment.com
With a copy to:
Higgs, Fletcher & Mack, LLP
401 West A Street, Suite 2600
San Diego, California 92101
Attn: Kenneth C. Jones, Esq.
Telephone: (619) 819-9663
E-mail: jonesk@higgslaw.com
If to Buyer:
Attn: City Manager
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, California 91910
Telephone: (619) 691-5031
E-mail: citymanager@chulavistaca.gov
With a copy to:
City Attorney
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, California 91910
Telephone: (619) 691-5031
E-mail: cityattorney@chulavistaca.gov
If to Escrow Holder:
First American Title Insurance Company
4380 La Jolla Village Drive, Suite 200
San Diego, California 92122
Attn: Sheri Keene, Escrow Officer
Telephone: (858) 410-1305
E-mail: skeene@firstam.com
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Any party (or Escrow Holder) may change its address for notices by giving
written notice thereof to all parties (and to Escrow Holder) delivered in the manner set forth
herein.
SIGNATURES FOLLOW ON NEXT PAGE]
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This Agreement has been executed at San Diego, California, as of the Effective
Date.
BUYER"
CITY OF CHULA VISTA
By:
Name:
Title:
Approved as to Form:
By:
Name:
Title: Acting City Attorney
Lounsbery Ferguson Altona & Peak
SELLER"
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:
Name: Guy Asaro
Its: Manager
Jill D.S. Maland
Maria V. Kachadoorian
City Manager
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CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i) accept the foregoing
Agreement, (ii) be escrow agent under said Agreement, (iii) comply with the requirements of
Section 6045 of the Internal Revenue Code with respect to the transaction contemplated by the
foregoing Agreement, and (iv) be bound by said Agreement in the performance of its duties as
escrow agent; provided, however, the undersigned shall have no obligations, liability or
responsibility under (a) this Consent or otherwise, unless and until said Agreement, fully signed
by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement
unless and until the same is accepted by the undersigned in writing.
Dated: _______________
FIRST AMERICAN TITLE INSURANCE
COMPANY
By: _________________________
Escrow Officer
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EXHIBITS
A Legal Description of Property (Article 2)
A-1 Depiction of Hotel Lot and Jogging Trail Lot
B Grant Deed (Article 2)
C List of Due Diligence Materials (4.4)
D Definition of Semi-Finished Lot (5.1(b))
E List of Seller Bonded Improvements (6.7)
F Seller Entry Permit (6.3)
G Depiction of Bus Rapid Transit Line Alignment (6.11)
H Buyer’s Property Obligations (6.12)
I Escrow Holder’s General Instructions (Article 12)
J Description of CFDs (15.2)
K Depiction of Hold-Down Site (6.4)
L City Entry Permit (6.6)
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EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the City of Chula Vista, County of San Diego, State of
California and more particularly described as follows:
PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03,
OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.
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EXHIBIT “B”
GRANT DEED
When Recorded Mail To and Mail Tax
Statements To:
SPACE ABOVE FOR RECORDER'S USE ONLY
GRANT DEED
The undersigned Grantor(s) declare(s) Documentary Transfer Tax is $_______________
Computed on full value of property conveyed, or
Computed on full value less liens and encumbrances
remaining at time of sale
Unincorporated area
XX City of Chula Vista
FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, MILLENIA 2022, LLC, a Delaware limited liability company, formerly known as
SLF IV – Millenia, LLC, a Delaware limited liability company, formerly known as SLF
IV/McMillin Millenia JV, LLC, a Delaware limited liability company ("Grantor"), hereby grants
to ______________________________________ ("Grantee") the real property in the City of
Chula Vista, County of San Diego, State of California described on Schedule 1 attached hereto
the “Property”).
MAIL TAX STATEMENTS AS DIRECTED ABOVE
This conveyance is made pursuant to that certain Option, Purchase Agreement and
Escrow Instructions dated as of March 30, 2023 (“Purchase Agreement”), between Grantor, as
Seller”, and City of Chula Vista, as “Buyer”, and is subject to (i) the provisions set forth on the
Addendum to Grant Deed attached hereto and incorporated herein by reference, and (ii) all matters
of record affecting title.
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IN WITNESS WHEREOF, this instrument has been executed as of this ____ day
of ___________, 20__.
Grantor:
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:
Name: Guy Asaro
Its: Manager
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
On __________________ before me, ______________________, personally
appeared ________________________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________________________ (Seal)
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ADDENDUM TO GRANT DEED
PROVISIONS PURSUANT TO
CALIFORNIA CIVIL CODE SECTION 1468
BY THE DELIVERY AND ACCEPTANCE OF THIS GRANT DEED, Grantor and
Grantee agree as follows:
1. Benefitted Land. Grantor is the owner of certain land ("Benefitted Land")
in the City of Chula Vista, County of San Diego, State of California, more particularly
described as follows:
TO BE ADDED BY SELLER BEFORE CLOSE OF ESCROW]
2. Grantee; Binding Effect. Grantee, for and on behalf of itself, and on behalf
of each successive owner, during its, his, her or their ownership of any portion of the
Property herein granted by Grantor to Grantee and each person or entity having any interest
in the Property derived through any such owner (which Grantee, owner and person or entity
are collectively referred to herein as "Grantee"), covenants and agrees as follows:
2.1 Definitions. Capitalized terms used in this Addendum and not otherwise
defined will have the meanings given to them in the Grant Deed and the Purchase Agreement, as
applicable. In addition, the following terms shall have the meanings as set forth in this Section:
2.1.1 “Prohibited Use” means the entitlement, development,
construction, marketing, sale, lease, operation or other use of all or any part of the Property for a
Residential Project.
2.1.2 “Residential Project” means any project and/or related buildings,
structures and/or other improvements that provide or will provide, in whole or in part, living
accommodations for one or more persons, families and/or housekeeping units, including without
limitation, any “dwelling” as such term is currently defined in Chula Vista Municipal Code
Subsection 19.04.074 or any successor law, statute, section or subsection, and any other single-
family home, condominium, townhome, apartment, mobile home, or other residential unit of any
kind or type, however described.
2.2 Prohibited Use; Other Permissible Uses. In no event shall all or any part of
the Property be used for the Prohibited Use. Notwithstanding the foregoing to the contrary,
however, the foregoing restriction shall not prohibit or otherwise limit the entitlement,
development, construction, marketing, sale, lease, operation and/or other use of the Property by
Grantee for any uses other than the Prohibited Use, subject to compliance at all times with all
federal, state and local laws, regulations, policies and entitlements applicable to Grantee, the
Property and/or the Millenia Project, including without limitation, the Development Agreement,
the Sectional Planning Area (SPA) plan, Master Association Documents, Parking Management
Plan, and all other permits, maps, and entitlements affecting the Property, as they may be amended
from time to time. All present and future development rights appurtenant to, allocated, implied,
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reserved or inherent in the Property that are or would be applicable to the Prohibited Use on the
Property are hereby terminated and extinguished and may not be used on or transferred to any
other property within the Millenia Project or to any other person or entity.
2.3 Grantee's Rights. To accomplish the purposes of this Addendum, Grantee
hereby grants and conveys the following rights to Grantor:
2.3.1 To enter the Property at reasonable times to monitor compliance
with and otherwise enforce the terms of this Addendum, provided that Grantor shall not
unreasonably interfere with Grantee’s authorized use of the Property.
2.3.2 To prevent any activity on or use of the Property that is inconsistent
with the provisions of this Addendum and to require the restoration of such areas or features of the
Property, including any areas or features that may be damaged by any act, failure to act, or any use
or activity, that is inconsistent with these provisions.
2.4 Grantee’s Duties. In no event shall Grantee take any action, directly or
indirectly, to cause, encourage or permit the Prohibited Use on the Property. Grantee shall
undertake all reasonable actions to prevent the Prohibited Use and any activities that are otherwise
inconsistent with these provisions. At Grantor’s request, Grantee shall cooperate with Grantor’s
efforts to oppose any third-party action to pursue the Prohibited Use on the Property.
2.4 Grantor’s Remedies.
2.4.1 If Grantor determines that a breach of these provisions has occurred
or is threatened, Grantor may give written notice to Grantee of such breach and demand in writing
the cure of such breach (“Notice of Breach”).
2.4.2 If Grantee fails to cure the breach within thirty (30) days after receipt
of a Notice of Breach, or if the cure reasonably requires more than thirty (30) days to complete
and Grantee fails to begin the cure within the thirty (30) day period or fails to continue diligently
to complete the cure, Grantor may bring an action at law or in equity in a court of competent
jurisdiction for any or all of the following: to recover any damages to which Grantor may be
entitled for Grantee’s breach of these provisions; to enjoin the breach, ex parte as necessary, by
temporary or permanent injunction, without the necessity of a bond or proving either actual
damages or the inadequacy of otherwise available legal remedies; to pursue any other legal or
equitable relief, including without limitation, the restoration of the Property to the condition in
which it existed prior to any such breach; or to otherwise enforce these provisions. Without limiting
the liability of Grantee, Grantor may apply any damages recovered to the cost of undertaking any
corrective action on the Property.
2.4.3 If Grantor, in its sole discretion, determines that circumstances
require immediate action to prevent or mitigate any breach of these provisions, Grantor may pursue
its any or all of its remedies under this Addendum and otherwise, without prior notice to Grantee
or without waiting for the period provided for cure to expire. Grantor’s rights hereunder apply
equally to actual or threatened breaches of these provisions.
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2.4.3 Grantee agrees that Grantor’s remedies at law for any breach of
these provisions are inadequate and that Grantor shall be entitled to, among other things, the
injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other
relief to which Grantor may be entitled, including without limitation, specific performance of these
provisions, without the necessity of a bond or proving either actual damages or the inadequacy of
otherwise available legal remedies. Grantor’s remedies described in this Section shall be
cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity.
2.5 Enforcement. Enforcement of the terms of this Addendum by Grantor shall
be at the sole and absolute discretion of Grantor, and Grantor may (but shall have no obligation
to) exercise any of its rights or remedies hereunder or otherwise. Any forbearance by Grantor to
exercise its rights under this Addendum in the event of any breach of any term of this Addendum
shall not be deemed or construed to be a waiver by Grantor of such term or of any subsequent
breach of the same or any other term of this Addendum or of any rights of Grantor under this
Addendum. No delay or omission by Grantor in the exercise of any right or remedy shall impair
such right or remedy or be construed as a waiver.
2.6 Third-Party Beneficiary. Grantor and Grantee acknowledge that the City of
Chula Vista (“City”) and its designees (collectively, “Third-Party Beneficiaries”) are express
third-party beneficiaries of the provisions of this Addendum with the right of access to the Property
and the right to enforce all of the provisions in this Addendum and all other rights and remedies
of the Grantor under this Addendum.
3. Successive Owners. Each successive owner, during its, his, her or their ownership
of any portion of the Property, and each person or entity having any interest in the Property
derived through any such owner, will be bound hereby for the benefit of Grantor and the
Benefitted Land; provided, however, the benefits of these provisions pursuant to California Civil
Code Section 1468 shall not accrue to subsequent owners of the Benefitted Land unless Grantor
expressly assigns such benefits by means of a recorded instrument.
4. Attorneys’ Fees. In the event any owner(s) of the Property or the Benefitted
Land commences litigation for the judicial interpretation, reformation, breach, enforcement, or
rescission hereof or otherwise in connection herewith, the prevailing party shall be entitled to a
judgment against the other for an amount equal to reasonable attorneys' fees and court and other
costs incurred.
5. Automatic Termination. These provisions will be and become automatically
extinguished upon the issuance by the City of a final certificate of occupancy (or equivalent) for
improvements constructed on the Property in compliance with the provisions of this Addendum
representing the complete development of the entire Property.
6. Early Termination. These provisions may be extinguished prior to the date
described in Section 5 above, at Grantor’s sole election and discretion, by an instrument in
writing signed, acknowledged, and recorded by Grantor.
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7. Severability. If any provision herein contained is held to be invalid, void or
otherwise unenforceable by any court of competent jurisdiction, the invalidity of any such
provision will in no way affect the validity of any other provision herein contained.
8. Successors. The covenants, terms, conditions, and restrictions of this Addendum
shall be binding upon, and inure to the benefit of, the parties and their respective personal
representatives, heirs, successors, and assigns, and shall constitute a servitude running in
perpetuity with the Property.
9. Entire Agreement. This Addendum contains the entire agreement between the
parties relating to the matters contemplated hereby and all prior or contemporaneous agreements,
understandings, representations and statements, oral or written, are merged herein.
10. Notices. Unless otherwise provided herein, all notices, demands or other
communications given hereunder shall be in writing and shall be deemed to have been duly
delivered upon personal delivery, or on the first (1st) Business Day after deposit with Federal
Express or other overnight courier service, or as of the third (3rd) Business Day after mailing by
United States registered or certified mail, return receipt requested, postage prepaid, or if given
by email upon the earlier of (i) the date the recipient actually received and read the notice as
evidenced by the recipient’s (non-automatic) reply to such notice or other competent evidence of
actual receipt, or (ii) the deemed given date of duplicate notice given by the sender by any mode
of transmission allowed above other than email, addressed as follows:
If to Grantor:
Millenia 2022, LLC
c/o Millenia Real Estate Group, LLC
9988 Hibert Street, Suite 210
San Diego, California 92131
Attn: Mr. Todd Galarneau
Telephone: (619) 794-1204
E-mail: tgalarneau@meridiandevelopment.com
If to Grantee:
Attn:
Telephone:
E-mail:
Any party may change its address for notices by giving written notice thereof to all parties
delivered in the manner set forth herein.
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11. Release; Survival. A party's rights and obligations under this Addendum terminate
upon transfer of the party's interest in the Property or Benefitted Land, as applicable, except that
liability for any acts, omissions or breaches occurring prior to such transfer shall survive transfer.
12. Modifications. The provisions in this Addendum may be modified only by an
instrument in writing signed, acknowledged, and recorded by Grantor and Grantee.
13. Covenants Running With The Land. The provisions herein contained are
covenants and are for the benefit of the Benefitted Land and have been made with the intent of
satisfying the requirements of Section 1468 of the California Civil Code.
Grantor:
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:
Name: Guy Asaro
Its: Manager
Grantee:
By:
Name:
Its:
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
On __________________ before me, ______________________, personally
appeared ________________________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________________________ (Seal)
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF )
On __________________ before me, ______________________, personally
appeared ________________________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________________________ (Seal)
DocuSign Envelope ID: EEC5EFA8-BF5C-4C27-8DA4-93744275E39F
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SCHEDULE 1
LEGAL DESCRIPTION OF REAL PROPERTY
That certain real property located in the City of Chula Vista, County of San Diego, State of
California and more particularly described as follows:
PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03,
OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.
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EXHIBIT “C”
LIST OF DUE DILIGENCE MATERIALS
1. Agreements and Exhibits
a) Excel and Lot 1 REA
I. Millenia Declaration REA Lot 1 22Nov 2022 Clean.pdf
b) Newly Added Information
2. CFDS
a) Amended Notice of Special Tax Lien (CFD 18 Chula Vista) - Recorded 11 21 13.pdf
b) CFD 14M-2
I. CFD 14M Notice of Cessation – recorded
II. Recorded Special Tax Lien CFD14M-2
c) CFD 16-I
I. CFD 16-1 special tax report.pdf
II. CFD 16-I Boundary Map – Imp. Area 1.pdf
III. Fully executed Acq and Financing Agrmt.pdf
IV. Recorded Notice of Special Tax for CFD 16-I.pdf
d) CVESD Notice of Special Tax 4-25-13.pdf
e) Newly added information
i. CFD 18 Implementation Agreement for Residential Projects- CVESD
executed.pdf
ii. Fully Executed Implementation Agreement with SUHSD
iii. Agrmt; SUHSD; CFD No. 18 Prepayment Implementation Agreement
execution version)
f) CVESD Notice of Special Tax 4-25-13.pdf
g) Millenia-Estimated Property Tax Calculator (FY2018-2019) 10-8-18 (locked).xlsx
h) Notice of Cessation of CFD 97-1 special tax.pdf
i) Notice of Special Tax Lien CFD97-2.pdf
j) STR CFD18 FINAL 2 18 2013.pdf
k) SUHSD Notice of Special Tax 3-22-13.pdf
3. City DIF Fees
a) 2022 notice of Updated Fees FINAL.pdf
b) Newly added information
4. Exhibits
a) Newly added information
5. HOA
a) 803532566v2 - Millenia - MCA Articles of Incorporation.doc
b) Final BRE Budgets for MCA
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Final BRE Budgets for MCA\Millenia CA Increment 1 BRE Budget 8-27-
15.pdf
Final BRE Budgets for MCA\Millenia CA Increment 2 BRE Budget 8-27-
15.pdf
Final BRE Budgets for MCA\Millenia CA Increment 3 Buildout BRE
Budget 8-27-15.pdf
c) Millenia - Community Handbook (adopted 11-17-16).pdf
d) Millenia – Deficit Subsidy Agreement – Increment One - signed
e) Millenia - Master Community Bylaws [v4].DOC
f) newly added information
g) Recorded Amended Master Declaration 9-2016.pdf
h) Recorded Millenia Master Declaration 12-18-13.pdf
6. Lot 1 Spoils documentation
a) 635 Robinson Import
I. RE 635 Robinson Avenue San Diego Soils Information – Geocon
confirmation email.msg
b) 2209 National Avenue, San Diego
I. 2209 National Avenue Phase 1
c) Friars Road Project
I. 184016-01 2019-02-01 The Heights Additional Field Investigation
II. 184016-01 FF Friars Road Updated Geotechnical Report- Draft
III. 184016-01_2018-11-14 The Heights Updated Geotechnical Report –
Final
IV. Phase 1 Environmental Report 10.4.17
d) Geotechnical Reports and Documentation
e) Morena Boulevard apartments
I. Geocon approval of Morena Blvd site import 4-16-20.msg
II. Geocon email re Morena Apartment project soils information.msg
III. Morena – 2020-03-06 Morena Apartment Homes As-Graded report of
Rough Grading. Pdf
IV. Morena Coastal Villas property – Phase 1 ESA
V. Morena – Prelim_Geotechnical_10.6.15
f) Protea Project
I. SCS Soils report - Protea Project 8th and B National City
II. Geocon email re Protea project Soils Information.pdf
g) Willert – SWC
I. ES9543_FJWillert_SouthwesternCollege_SoilCertification_August2021.p
df
II. Exhibit 4.B.2-Geotechnical Report.pdf
h) Soil Management Plan for Protea National City project
7. Other Information
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8. Plans and Drawings
a) Conduit Plans
i. Millenia 2B conduit plans 11-8-2016
ii. Millenia Avenue conduit drawings – Sheets 9&10
b) Dry Utility
i. Elec Design WO 3 Final
ii. Gas Design WO 3 Final
iii. Millenia P 2 WO 1 Elect 2451650
iv. Utility Composite Millenia Ph 2 WO #3
c) Electrical Plans
i. Millenia Phase 2B Electric Plans 11-8-2016
ii. 2014.04.07 Millenia Add 4
d) Grading Plans
i. Millenia Phase 2 Grading – CC-G 2019014 – Approved Full Set
ii. Millenia Mass Grading Completed.pdf
iii. Millenia-Phase 2 Grading Plan – CC “H”.pdf
e) Improvement Plans
i. PDC As Built Phase 2B Dwg 15014
ii. O’Day As-Built Phase 2 Dwg. 12050
iii. O’Day As-Built Phase 2 Dwg 12050
f) Landscape Plans
i. 2018-03-27 Millenia 2B L&I Construction Change 1 Approved set
ii. Millenia Phase 2B – Otay pink as-built 6-18-20
iii. Millenia Avenue Central LRWS# 2013-129
iv. Millenia Avenue Central
v. St. A Phase 2 mylar 100814
g) Lot Exhibits and CAD File
h) Soils
i. Addendum to Update Geotech Report 11-13-13
ii. L08a GrdgDone – Millenia Ph2-0716 Lots 12,13,15,16,18,19,22
iii. T08a GrdgFinal – Ph2 Millenia 06-13-2017
iv. Update report 2-7-2012
v. Final Grdg Millenia Phase 1 – 0514
vi. R08UpdtLtr – Millenia Phase 2 - 0615
9. Project Entitlements
a) Approved Tentative Map
I. 2009-0331_3366TM_Final_Approved_Submittal_Sheets 1.-9.pdf
II. Substantial conformance TM with lot areas 9-1-11.pdf
b) Environmental Documentation (EIR, MMRP, etc)
I. Cultural study.pdf
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II. Final EIR Docs
Final EIR.pdf
MMRP.pdf
Thumbs.db
Volume I.pdf
Volume II.pdf
III. Millenia MMRP.pdf
c) Final Map 16081 and agreements
I. Millenia Phase 2 Final Map 16081.pdf
II. Recorded Millenia Phase 2 Final Map SIA-2015 661775.pdf
III. Recorded Millenia Phase 2 Final Map SSIA-2015 661776.pdf
d) Finalized Resolutions
I. Ord 2009-3142 - SPA.pdf
II. Ord 2009-3143 - Development Agreement.pdf
III. Reso 2009-223 - EIR.pdf
IV. Reso 2009-224 - SPA.pdf
V. Reso 2009-225 - TM.pdf
VI. Reso 2009-226 - Parks Agreement.pdf
VII. Thumbs.db
e) Landscape Master Plan
I. Millenia-LMP-final_2014-0606.pdf
f) Newly Added Information
I. Agrmt; SUHSD; CFD No 18; Prepayment Implementation Agreement
Execution ....pdf
II. Fully Executed Implementation Agreement with CVESD 1-23-2019.pdf
g) Other Permits and agreements
I. 2015 Desiltation Agreement 2015-0640682.pdf
II. City of Chula Vista Fire Department Construction Policy agrmt.pdf
III. Construction Permits
Const Permit No. OR85112 (12-13 and 12C-13C).pdf
Const Permit No. OR85114 (14 and 14C).pdf
Const Permit No. OR8517 (7-11 and 7C-11C).pdf
Const Permit OR85210.pdf
Const Permit OR85212.pdf
Const Permit OR8527.pdf
Const Permit OR8528.pdf
Construction Permit (PC-2130).pdf
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construction permit.pdf
IV. Phase 1 Recorded GELMA.pdf
V. Phase 2 GELMA 2016-0004954.PDF
VI. Recorded document 1994-0084743.pdf
h) Other plans
I. 2015-0630 Comprehensive Sign Plan-6th Sub.pdf
II. Millenia-Final Regional Trail Master Plan 3 30 2016.pdf
i) Other Related Documents (Development Agreements, etc)
I. Development Agreement
2016 Partial Assignment of Development Agreement (Library
Obligation).pdf
Executed Development Agreement Clarification 10-13.pdf
Millenia Development Agreement - Recorded.pdf
Millenia Development Agreement 1st Amendment – recorded
Newly Added Information
o Attachment 3 – Draft PC resolution
o Attachment 4 – Draft CC Ordinance
o PC Attachment 2 – Second Amendment to Millenia
DA
o PC Staff Report – Lot 1 DA Amendment 12-14-222
II. Parks Agreements
1stAmendmentParksAgrRecorded12_08_2015 doc 2015-
0627423.pdf
Millenia Parks Agreement.pdf
Recorded Millenia Parks Agreement 2nd amend 2016-0473597.pdf
j) Parking Management Plan
I. Millenia Final PMP 11-28-2016.pdf
II. Millenia PMP Appendices Nov 2016_double-sided print version.pdf
III. Metro Park Woonerf and Parking Management Plan – City Approved
k) Specific & Master Plan
I. FBC
FBC-Chap-III_7-17-18r.pdf
FBC-Chap-II_7-17-18r.pdf
FBC_Chap IV 7-17-18.pdf
FBC_Chap-0_TofC_7-17-18.pdf
FBC_Chap-I-Intro_7-17-18.pdf
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FBC_Chap-V-Monitoring_7-17-18.pdf
II. Other
Affordable Housing Plan 7-7-18.pdf
EUC PFFP.pdf
Millenia Fiscal Analysis 7-18.pdf
Millenia Supp PFFP Final.pdf
Millenia_EIR Addendum (Adopted 7-10-18).pdf
Parks and Rec Master Plan Text_8-1-09.pdf
Sustainability-Element_10-6-09.pdf
III. SPA
SPA-0_Tof C_7-10-18r.pdf
SPA-1_Intro_7-10-18.pdf
SPA-2-DevConcept_7-10-18.pdf
SPA-3-Mobility_8-9-16.pdf
SPA-4-Grading_10-6-09.pdf
SPA-5-Parks_10-6-09.pdf
SPA 6 - Phasing_10-6-09.pdf
SPA-7-PubFac_7-10-18.pdf
10. Recorded Maps
b) Millenia Phase 2 Final Map 16081
c) Lot 1 TPM (Draft) 2023_0206_18153F_pm.pdf
d) SIA/SSIA/TPM Agreements
I. Recorded Millenia Phase 2 Final Map SIA-2015 661775.pdf
II. Recorded Millenia Phase 2 Final Map SSIA-2015 661776.pdf
III. Lot 1 TPM Agreement – Millenia 2022 executed.pdf
e) Newly Added Information
11. Technical Reports
a) Phase 1
i. Millenia Phase 1 ESA May, 2013
b) Soils
i. EIR Soils
EIR Technical Appendices Volume III
ii. Pesticide Soils Assessment
L08aOrganochlorine-MilleniaPh2-0716.pdf
Map of delineated areqas.pdf
Millenia Soil Reuse Plan.pdf
iii. Addendum to Update Geotech Report 11-13-13
iv. Final Grdg – Millenia Phase 1 – 0514
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v. L08a GrdgDone – Millenia Phase 2 – 0716 Lots 2,7,14,17,20,C, E & M
vi. L08a GrdgDone – Millenia Phase 2 – 0716 Lots 12,13,15,16,18,19,22,D
vii. Millenia 5519 Lots 1-9; TM Lots 6 & 10
viii. R08a UpdtLtr – Millenia Phase 2 0615
ix. T08a GrdgFinal Phase 2 Millenia 06-13-2017
x. T08a GrdgFinal Phase 2 Millenia 0617
xi. Update Report 2-7-12
xii. Newly Added Information
c) SWPPP
i. City Response Letter Regarding Storm Water Vesting for Millenia
Projects 2-2021
ii. Millenia SWPPP Risk Level 2 2172012 Complete
d) Water Quality
i. City Response Letter Regarding Storm Water Vesting for Millenia
Projects 2-2021
ii. Millenia Phase 2 WQTR-HMP
12. Technical Reports (2)
a) Drainage Report
I. 02_EUC_Addendum 1_Drainage Study preliminary 2008-05-14_15300
II. 06_EUC_Addendum 2_Drainage Study_2011-12-13_16427-A
III. 3366.40DR-Ph 1 approved
IV. 2266.70_Millenia Phase 2 DRN
V. 3366-70 DR-PH2-Addm_1(1)
VI. Drainage memo – CC “C”.pdf
VII. Millenia Phase 2 DRN signed coverpage
b) Newly Added information
c) Pesticide Remediation
I. Geocon memo re placement 8-20-13 G1319-42-03Axc_1
II. Geocon report organochlorine-MilleniaPh1-0614
III. L01-AdditionalOCPSAmplingLetter – Millenia Apartments – SKK-0813
IV. L08Organochlorine-Millenia Ph2-0716
V. Map of Delineated Areas
VI. Millenia Soil Reuse.pdf
d) Phase 1 ESA
I. 2006 Millenia Phase 1 Assessment
II. Millenia Phase 1 ESA May 2013
III. Stratford Land, Eastern Urban Center Phase 1 ESA
e) SAM (Otay WD)
I. Millenia SAMP December 2012_signed
II. SAMP Approved d0943-090229 12-7-15
f) Sewer
I. !2016.02.17 – EUC Addendum 1 (2)
II. 10-22831_Sewer Analysis_fig 1
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III. Millenia Sewer Calculations 8-20-15.xlsm
g) WQTR and HMP
I. 05_Millenia(EUC)HydromodicationManagementPlan_2011-01-07_16427
II. 08_Millenia(EUC_Phase1_waterQualityTechnicalREport_FinalEngineeri
ng_2012-10-17_16427-B
III. 09_Millenia(EUC)_Phase
1_HydromodificationManagementPlan_FinalEngineering_2012_10_17_1
7_16427-B
IV. Millenia Final HMP for Central Drainage Basin
V. Millenia HMP_CentralBasin_2015_0909
VI. MilleniaPhase2-WQTR-HMP_2015_10_09
13. Title Report
a) Newly Added Items
i. Preliminary Report SCAL Update 1
b) Lot 1 PTR 12-10-21
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EXHIBIT “D”
MILLENIA "SEMI-FINISHED LOT CONDITION" DEFINITION
Parcel 1 of Parcel Map No. 22000
The term "Semi-Finished Lot" means:
1. Entitlement. A legally subdivided lot for which all improvements, obligations, fees (not including any
vertical construction-related or development impact fees) and work required by the local agencies as a
condition to subdivision, development and construction of the lot including all Tentative Map
conditions and Subdivision Improvement Agreement requirements, have been completed, secured or
otherwise discharged in accordance with the terms and conditions of the Purchase Agreement and
Escrow Instructions.
Not included in a Semi-Finished Lot are those improvements, obligations and work required under a
building permit, fees, including building department plan check fees for the residential or commercial
buildings and any building permit fee(s) required by the building department, or other agency, for the
issuance of the building or construction permit.
2. Surety. A lot with all labor and materials, performance and monumentation bonding in accordance
with the Subdivision Improvement Agreement and other local agency and utility requirements, codes
and ordinances in place or already released.
3. Graded Condition. A lot graded in substantial conformance with the local agency approved grading
plans, grading ordinances, subdivision ordinances and all local agency approved codes and ordinances
and the project geotechnical reports. The exception is the designated Hold-Down Site and rough
grading pad certification which will be subject to the terms and conditions of the Purchase Agreement.
Over-excavation or undercutting of pad at cut/fill transitions is the responsibility of the Buyer.
4. Monumentation. A lot with the final monumentation shown on the Final Subdivision Map (Record
Map), including rear pins or pipes and front pins or tags, set in the field by the surveyor or
monumentation bonding in place. Building layout or control stakes are not included in a Semi-Finished
Lot.
5. Utilities. The lot has been provided with the utilities constructed to service point-of-connection in
accordance with the City-approved utility improvement plans. Any modifications to the utilities
provided, including relocations, resizing, additional points of connection, any utilities required to
service subterranean facilities, or abandonment of unused services if required, are at the Buyer’s sole
cost (including all design, bonding, construction, plan check and inspection and maintenance / warranty
costs). "House sweeps", trenching from the service point-of-connection to the building connection to
the service point-of-connection is not included in a Semi-Finished Lot. Sewer lateral property line
cleanouts, if required by the local agencies, are not included in a Semi-Finished Lot.
The electrical distribution system has been designed using the San Diego Gas & Electric design
standards and underground standards. Work necessary to modify the electrical distribution system,
including, but not limited to, larger service cable size and transformer replacement, resulting from
deviations from the electrical design criteria is not included in a Semi-Finished Lot.
6. Street Improvements. A lot having lot frontage street improvements completed or secured to serve the
lot in substantial conformance with the local agency approved improvement plans including sidewalks,
street trees and right of way irrigation and appurtenances as required and shown on the agency approved
improvement plans.
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Any modifications to the approved street improvement plans necessitated by the Buyer’s future
development of the lot (including such things as driveway cuts or street tree relocations, modifications
to bio-retention facilities or other Seller-constructed facilities, etc.) are the Buyer’s sole cost and
expense.
7. Landscaping. A lot with erosion control landscaping and irrigation installed in substantial conformance
with local agency approved codes and ordinances and with local agency approved grading plans and
erosion control landscaping plans. Ornamental landscaping or enhanced landscaping of slopes on the
Property or pads is not included in a Semi-Finished Lot. Street trees and parkway landscaping required
by the local agency and associated with the completion of the “pedestrian corridor improvements” are
included in a Semi-Finished Lot.
8. Drainage. Provisions for any on-site hydro modification and bio-retention treatment are not included
in a Semi-Finished Lot.
9. Fencing. Lot fencing, including lot line fencing, return fencing and corner lot fencing or walls is not
included in a Semi-Finished Lot.
10. Storm Water Pollution Prevention Measures and Best Management Practices. Coverage under
the State of California General Construction Permit as part of the National Pollutant Discharge
Elimination System (NPDES) is not transferable from Seller to Buyer, therefore coverage
under the permit is not included in a Semi-Finished Lot. Storm Water Pollution Prevention
Plans (SWPPPs), structural best management practices or permanent water quality protection
measures that may be required by the General Construction Permit are not included in a Semi-
Finished Lot. The preparation of any SQMPP, SWPPP or any maintenance of structural best
management practices or permanent water quality protection measures is not included in a
Semi-Finished Lot.
11. Hydromodification and water quality. Buyer is responsible to meet the on-site requirements
for hydromodification and water quality.
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EXHIBIT “E”
LIST OF BONDED IMPROVEMENTS
1. Grading Permit PG799
2. Millenia Phase 1 Slope and Erosion Control Plans
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EXHIBIT “F”
SELLER ENTRY PERMIT
ENTRY PERMIT
THIS ENTRY PERMIT ("Entry Permit") dated for reference purposes only as of
20__, in entered into by and between
Owner"), and MILLENIA 2022, LLC, a
Delaware limited liability company ("Permittee"), with reference to the following facts:
A. Owner is the owner of certain real property located in the City of Chula Vista,
California, and legally described in Exhibit A attached hereto ("Owner’s Property"). Owner (as
buyer) and Permittee (as seller) entered into that certain Option, Purchase Agreement and Escrow
Instructions dated as of March ___, 2023 (“Purchase Agreement”) pursuant to which Permittee
sold to Owner the Owner’s Property. Capitalized terms used herein and not otherwise defined
shall have the meanings given to them in the Purchase Agreement.
B. Pursuant to the terms of the Purchase Agreement, Permittee is obligated to or has
the right to complete the Hotel Driveway Improvements, the Jogging Trail Improvements, and the
Bonded Obligations, repair any Bonded Improvements, use and fill the Hold-Down Site and obtain
rough grading pad certification thereof by Permittee’s geotechnical engineer, and perform other
work permitted or required to be performed by Permittee pursuant thereto (collectively, “Work”).
C. This Entry Permit is being executed and delivered by the parties pursuant to the
Purchase Agreement, and is entered into to allow for access by workers, equipment and vehicles
in, onto and across a portion of the Owner’s Property, to be described on Exhibit B attached hereto
Authorized Entry Area”), for Permittee’s Work.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties do hereby covenant, declare and agree as set forth below.
1. Permit to Enter Upon Authorized Entry Area . Owner hereby grants Permittee
the non-exclusive permission to enter ("License") the Authorized Entry Area solely for the purpose
of performing the Work and for no other purpose and ingress and egress for construction vehicles,
equipment and workers in connection with the Work and performance of the Work. The location
and initial access routes of the Authorized Entry Area shall be establi shed by the parties and
confirmed by their attachment to this Agreement of a mutually agreed upon Exhibit B describing
the Authorized Entry Area prior to the parties’ execution and delivery of this Agreement.
Permittee shall deliver written notice to Owner at least two (2) business days prior to commencing
any Work on the Authorized Entry Area. Permittee's use of the Authorized Entry Area pursuant to
such permission shall be strictly governed by the terms of this Entry Permit. This permission to
enter upon the Authorized Entry Area is granted only to Permittee and Permittee shall not permit
any other party to enter the Authorized Entry Area during the term of this Entry Permit, except
Permittee's employees, contractors, subcontractors, agents, and consultants ("Permittee's
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Representatives"). The License is temporary and shall terminate automatically upon the
completion of the Work and release of all of Seller’s Bonds related to the Owner’s Property.
Except for the License expressly granted herein, and obligations related to the term thereof, Owner
shall have no obligation to Permittee hereunder; provided, however, that nothing herein shall be
deemed to abrogate or otherwise limit any rights or obligations of the parties under the Purchase
Agreement.
2. Government Regulations and Other Obligations of Permittee. Permittee shall
obtain, at its sole cost and expense, all governmental permits and authorizations of whatever nature
required by any and all governmental agencies for the Work or Permittee's use of the Authorized
Entry Area. While on the Authorized Entry Area, Permittee will comply, and will cause all of
Permittee's Representatives to comply, with all applicable governmental laws, ordinances, rules
and regulations. Permittee shall cause such persons to observe strict fire and smoking precautions.
Permittee shall further ensure that no fires are lighted on the Authorized Entry Area and that no
firearms or intoxicating liquor shall be carried onto the Authorized Entry Area by any persons
entering said Authorized Entry Area pursuant hereto. All persons entering the Authorized Entry
Area pursuant hereto shall comply with any and all instructions and directions of the authorized
agents of Owner not inconsistent with the provisions of this Entry Permit.
3. Access to Authorized Entry Area. During the term of this Entry Permit and
Permittee's Work, Permittee shall take any steps reasonably necessary to avoid damage to the
Authorized Entry Area and adjacent improvements. In no event shall Permittee bring, use or store
any hazardous, toxic or contaminated materials or substances on the Authorized Entry Area,
including, without limitation, any Hazardous Materials (as defined below). Notwithstanding the
foregoing, Permittee shall be solely responsible for the removal and remediation of any Hazardous
Materials stored, released, or disposed on the Authorized Entry Area by Permittee or any of
Permittee’s Representatives during the term of this Entry Permit. The condition of the Authorized
Entry Area and adjacent improvements as of the execution date of this Entry Permit shall be
documented by Owner and Permittee before any use of the Authorized Entry Area and adjacent
improvements by Permittee. To access the Authorized Entry Area, Permittee's Representatives
may have to drive over Owner's completed curb and sidewalk improvements adjacent to the
Authorized Entry Area. If the curb or sidewalk improvements adjacent to the Authorized Entry
Area are damaged during the term of this Entry Permit, Permittee's Representatives will be
presumed to have caused the damage. Permittee will be responsible for any damage done to the
Authorized Entry Area or adjacent improvements during the term of this Entry Permit, except to
the extent that Permittee establishes to Owner's satisfaction, in Owner's sole reasonable discretion,
that such damage was caused by acts of nature, third parties not under the control or supervision
of Permittee, or the gross negligence or willful misconduct of Owner or Owner's Indemnitees (as
defined below), and Permittee will pay the costs of repairing and restoring the remaining
Authorized Entry Area and adjacent improvements to a condition substantially similar to or better
than the condition of the Authorized Entry Area and adjacent improvements as of the execution
date of this Entry Permit. Prior to the expiration of this Entry Permit, Permittee shall also remove
any materials and equipment from the Authorized Entry Area and adjacent improvements placed
thereon by Permittee or any of Permittee’s Representatives. If Permittee fails to repair any damage
it has caused to the Authorized Entry Area or adjacent improvements or to remove any materials
or equipment to the reasonable satisfaction of Owner and such failure continues for five (5)
business days after written notice thereof from Owner, then Owner may perform such repair on
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behalf of Permittee without any liability to Permittee for any loss or damage by reason therefor,
and upon completion, Permittee shall pay Owner's costs for making such repairs within five (5)
days after written demand. Said bill shall include interest from the date of completion of Owner's
work at the rate of Prime (as defined below) plus two percent (2%), but if such interest rate exceeds
the maximum rate allowed by law, then such rate shall be reduced to the highest rate allowed by
law under the circumstances. For purposes of this Entry Permit, the term "Prime" shall mean the
rate announced from time to time by Bank of America, N.A. ("Bank of America") as its prime or
reference rate. If Bank of America ceases to announce a prime, the prime lending rate of an
equivalent lending institution selected by Owner shall be substituted therefor.
As used herein the term "Hazardous Materials" shall mean any toxic or hazardous
substance, material or waste or any pollutant or contaminant or infectious or radioactive material,
including but not limited to those substances, materials or waste, chemicals or mixture, which is
or which contains any substance, chemical, compound, or mixture, which is) regulated now or in
the future under any Environmental Laws. Hazardous Substances shall also include, without
limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated
solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated
biphenyls, (v) flammable explosives, (vi) urea formaldehyde and (vii) radioactive materials and
waste, (viii) any hydrocarbonic substance, fraction, distillate or by product and (ix) hazardous,
toxic, ignitable, radioactive, corrosive, or reactive substance or material and which is regulated by
any public entity or under any law, except for common office supplies. Hazardous Substances shall
also mean a chemical listed by the State of California as a chemical known by the State to cause
cancer or reproductive toxicity pursuant to Section 25249.8 of the California Health and Safety
Code, as may be amended or a material which, due to its characteristics or interaction with one or
more other substances, wastes, chemicals, compounds or mixtures, damages or threatens to
damage health, safety, or the environment or is required by any law or public entity to be
remediated, including remediation which such law or public agency requires in order for the
Authorized Entry Area to be put to any lawful purpose. The term "Environmental Laws" means
any federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules,
policies and orders, and other authority, existing now or in the future, which classify, regulate, list,
implement or define hazardous materials, wastes, contaminants, pollutants and/or the Hazardous
Substances.
4. Liens. Permittee shall not suffer or permit to be enforced against the Authorized
Entry Area, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens
arising from or any claim for damage arising from the Work or any other claim or demand against
the Authorized Entry Area or Owner arising from Permittee's entry upon or use of the Authorized
Entry Area; but Permittee shall pay or cause to be paid all of said liens, claims or demands before
any action is brought to enforce the same against the Authorized Entry Area, or post bond for the
same as permitted by law. Permittee agrees to indemnify, protect, defend (with legal counsel
reasonably acceptable to Owner) and hold free and harmless Owner, the City of Chula Vista, and
their respective officials, shareholders, directors, members, managers, officers, employees, agents,
consultants, contractors, representatives, affiliates, successors and assigns ("Owner's
Indemnitees") and the Owner’s Property itself from claims, suits, causes of action, liabilities,
damages, losses, costs, injuries, liens (including but not limited to mechanic's, materialman's,
contractor's and similar liens), actions or judgments of any kind or nature (including, without
limitation, reasonable attorneys' fees, expert fees, and litigation costs and expenses) (collectively,
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Losses”). Owner reserves the right at any time and from time to time to post and maintain on the
Authorized Entry Area such notices as may be necessary to protect Owner against liability for all
such liens and claims. The provisions of this Section shall survive the expiration or termination of
this Entry Permit.
5. Owner's Right to Pay Claims. In addition to and not in limitation of Owner's other
rights and remedies under this Entry Permit, should Permittee fail, within ten (10) days after receipt
of a written request from Owner, to pay and discharge, or post bond for, any lien or claim arising
out of Permittee's use of the Authorized Entry Area or fail to bond against such liens or claims as
provided by law in order to remove the effect of such liens from the Authorized Entry Area, or
should Permittee fail, within ten (10) days after receipt of a written request from Owner, to
indemnify, protect, defend (with legal counsel reasonably acceptable to Owner) and hold Owner
and Owner's Indemnitees free and harmless from any and all Losses arising out of Permittee's use
of the Authorized Entry Area or adjacent improvements as provided herein, then in any such case
Owner may, at its option, pay any such Losses, or settle or discharge any claim or action therefor
or satisfy any judgment thereon, and all costs, expenses and other sums incurred by Owner in
connection therewith shall be paid to Owner by Permittee within five (5) days after written
demand, together with interest thereon at the rate of Prime plus two percent (2%), but if such
interest rate exceeds the maximum rate allowed by law, then such rate shall be reduced to the
highest rate allowed by law under the circumstances, from the date incurred or paid until repaid,
and any default in such repayment shall constitute a breach under this Entry Permit. The provisions
of this Section shall survive the expiration or termination of this Entry Permit.
6. Owner Not Liable; Indemnity. All persons or entities who enter upon the
Authorized Entry Area pursuant to this Entry Permit do so at their own risk. Owner shall not be
liable for any loss, theft, damage or injury of any kind or character to any person or property while
on the Authorized Entry Area, including, but not limited to, any of Permittee’s Representatives, or
to the extent caused by or arising from any act or omission by Permittee, or any of Permittee's
Representatives, or any use of the Authorized Entry Area. Permittee, as a material part of the
consideration of this Entry Permit, waives on its behalf all claims and demands against Owner for
any such loss, damage or injury. Permittee shall indemnify, protect, defend (with legal counsel
reasonably acceptable to Owner) and hold Owner and Owner's Indemnitees entirely free and
harmless from any and all Losses (including attorneys' fees and costs and cost to enforce
Permittee's obligations under this Section) and other obligations arising from the use of the
Authorized Entry Area by Permittee or by Permittee's Representatives. However, Permittee shall
have no obligation to indemnify Owner to the extent of any Losses to the extent caused by the
gross negligence of Owner or the Owner's Indemnitees, or by the willful misconduct of Owner or
the Owner's Indemnitees. Permittee's covenants in this Section shall survive the termination of this
Entry Permit and shall be binding on Permittee until such time as an action against Owner is
absolutely barred by the applicable statute of limitations. Permittee's obligations to defend Owner
and Owner's Indemnitees will be triggered by the mere assertion of a claim against Owner and/or
Owner's Indemnitees, without regard to the merit of such claim and whether or not the claim arose
from the alleged negligence, gross negligence or other fault of Permittee.
7. Insurance. Permittee and its contractors, at their own expense, shall at all times
during their entry onto the Authorized Entry Area maintain the following insurance policies:
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7.1 Insurance Requirements. Permittee and/or its contractors shall secure and
maintain, at no cost to Owner, the following policies of insurance on which Permittee shall be a
Named Insured" and which shall include coverage for Permittee, its employees', agents',
consultants', contractors', and subcontractors' activities on or in any way relating to the Authorized
Entry Area: (a) commercial general liability and property damage insurance, including contractual
liability, with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury
and Authorized Entry Area damage, and with $2,000,000 general aggregate (or alternatively
1,000,000 on a per project per location basis); (b) comprehensive automobile liability insurance
with limits of not less than $500,000 for personal injury to, or death of, any one person, $1,000,000
for personal injury to, or death of, more than one person in any one accident, and $500,000 for
Authorized Entry Area damage in any one accident; (c) workers' compensation and employer's
liability insurance in accordance with the provisions of California law; and if applicable, (d)
employer's liability insurance of not less than $1,000,000. The policies of insurance described in
clauses (a) and (b) above shall each name Owner, as an "Additional Insured" party and shall
contain a provision that all such policies shall not be materially changed, canceled or terminated
without thirty (30) days' prior written notice to Owner of any intended or proposed change or
termination.
7.2 Certificates of Insurance. Certificates of insurance evidencing such
policies, and a certified copy of the endorsement described in Section 4.3 of the Purchase
Agreement naming Owner, the City of Chula Vista, and such other entity(ies) as Owner may
designate as “additional insured parties each as an additional insured for the policies described in
Section 7.1, shall be delivered by Permittee to Owner before and as a condition of entry onto the
Authorized Entry Area by Permittee or by any of Permittee’s Representatives.
8. Termination.
8.1 Breach. If Permittee breaches of any of its obligations under this Entry
Permit, and fails to cure such breach within five (5) days after written notice by Owner, in the
event of a failure involving the payment of money, or within ten (10) days after written no tice, in
the event of any such failure not involving the payment of money, then Owner shall have the right
at any time thereafter to terminate this Entry Permit by written notice to Permittee, except that no
notice shall be required if Owner reasonably determines that such breach involves the imminent
risk of injury to persons or damage to property. If the right of entry granted Permittee hereunder
is terminated for any reason, Permittee shall promptly vacate the Authorized Entry Area and
remove all of its materials, vehicles and equipment within the Authorized Entry Area or elsewhere
on the Owner’s Property.
8.2 Termination Events. Permittee acknowledges and agrees that this Entry
Permit constitutes a license which may be revoked by Owner by written notice at any time, with
or without cause, but shall not be revoked prior to the date set forth in Section 1 above, unless
Permittee shall have committed an uncured breach hereunder or under the Purchase Agreement,
in which event Owner may revoke the license by written notice at any time thereafter. Permittee
further acknowledges and understands that Permittee has no rights of occupancy or possession of
the Authorized Entry Area by virtue of this Entry Permit.
9. General Provisions.
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9.1 No Responsibility for Loss or Theft. Owner shall not be responsible for the
loss or theft of anything stored by Permittee or Permittee’s Representatives on or about the
Authorized Entry Area, unless such loss or theft is caused by the gross negligence or willful
misconduct of Owner.
9.2 Inspection. Owner and any agent authorized by Owner shall be entitled to
enter and inspect the Authorized Entry Area at any time while this Entry Permit is in effect,
provided that Owner and Owner's agent shall exercise reasonable efforts to minimize interference
with the Work and use of the Authorized Entry Area by Permittee and Permittee’s Representatives.
9.3 No Assignment. Except with the prior written consent of Owner, which
consent may be given or withheld in Owner’s sole discretion, this Entry Permit cannot be assigned,
voluntarily or by operation of law, and Permittee shall not sublet, sublicense or otherwise permit
the use of the Authorized Entry Area, or any part thereof, and any attempt to do so without Owner’s
prior written consent shall be null and void.
9.4 Entire Agreement. This Entry Permit constitutes the entire agreement
between the parties hereto pertaining to the license and entry permit for the Authorized Entry Area,
and all prior and contemporaneous agreements, representations and understandings of the parties
hereto, oral or written, are hereby superseded and merged herein. No supplement, modification or
amendment of this Entry Permit shall be binding unless in writing and executed by the parties
hereto. No waiver of any of the provisions of this Entry Permit shall be deemed or shall constitute
a waiver of any other provisions, whether or not similar, nor shall any waiver be a continuing
waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No
waiver of any default by Permittee hereunder shall be implied from any omission by Owner to take
any action on account of such default if such default persists or is repeated, and no express waiver
shall affect a default other than as specified in such waiver. The consent or approval by Owner to
or of any act by Permittee requiring Owner's consent or approval shall not be deemed to waive or
render unnecessary Owner's consent to or approval of any subsequent similar acts by Permittee.
9.5 Attorneys' Fees. In the event of any litigation, including, but not limited to,
arbitration, writ petitions, or an action for declaratory relief, between Owner and Permittee arising
from or related to this Entry Permit, the losing party shall pay to the prevailing party a reasonable
sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or
proceeding and/or enforcing any judgment granted therein. Any judgment or order entered in such
action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees
and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing party
shall be determined by the trier of fact based upon an assessment of which party's major arguments
or positions taken in the proceedings could fairly be said to have prevailed over the other party's
major arguments or positions on major disputed issues. For the purposes of this section, attorneys'
fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions;
2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; (5) any appeals; and (6) bankruptcy proceedings. This Section is intended to be
expressly severable from the other provisions of this Agreement, is intended to survive any
judgment and is not to be deemed merged into the judgment. The provisions of this Section shall
survive the expiration or termination of this Entry Permit.
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9.6 Governing Law. This Entry Permit shall be construed in accordance with,
and governed by, the internal laws of the State of California applicable to agreements made and to
be performed within the state. This Entry Permit shall be deemed made and entered into in San
Diego County.
9.7 Captions; Counterparts. The headings of this Entry Permit are for purposes
of reference only and shall not limit or define the meaning of the provisions of this Entry Permit.
This Entry Permit may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute one and the same instrument. This Entry Permit may be
executed in any number of counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument. Signatures sent in a pdf document via email may be used
in place of original signatures on this Entry Permit or any document delivered pursuant hereto.
Owner and Permittee intend to be bound by the signatures on the pdf document, are aware that the
other party will rely on such signatures, and hereby waive any defenses to the enforcement of the
terms of this Entry Permit based on the form of signature.
9.8 Successors and Assigns. Each and all of the covenants and conditions of
this Entry Permit shall inure to the benefit of and shall be binding upon the successors in interest
of Owner, and, subject to the restrictions on transfers herein provided, the successors, heirs,
representatives and permitted assigns of Permittee.
9.9 Cumulative Remedies. All rights, options and remedies of the parties
contained in this Entry Permit shall be construed and held to be cumulative, and no one of them
shall be exclusive of the other, and the parties shall have the right to pursue any one or all of such
remedies or to seek damages or specific performance in the event of any breach of the terms hereof
by the other party or to pursue any other remedy or relief which may be provided by law or equity,
whether or not stated in this Entry Permit.
9.10 Severability. If any phrase, clause, sentence, paragraph, section, article or
other portion of this Agreement shall become or is held to be illegal, null or void or against public
policy, the remaining portions of this Entry Permit shall not be affected thereby and shall remain
in force and effect to the fullest extent permissible by law.
9.11 No Partnership. Owner and Permittee shall not, by virtue of this Entry
Permit, in any way or for any purpose, be deemed to have become a partner of each other in the
conduct of their respective business or otherwise or joint venturer. In addition, by virtue of this
Entry Permit, there shall not be deemed to have occurred a merger of any joint enterprise between
Owner and Permittee,
9.12 Confidentiality. Permittee agrees to keep in strictest confidence all analyses,
compilations, data, studies, sales data, projections, reports, surveys, records, books, documents
and other information provided to, prepared by or obtained by Permittee or the Permittee's
Representatives regarding the Authorized Entry Area ("Confidential Information"). Permittee
shall not disclose, publish or reveal to any person any information contained in or relating to the
Confidential Information or any other facts with respect to Permittee's Work regarding the
Authorized Entry Area, except to the extent specifically required by law and then only with prior
written notice to Owner as provided below If Permittee becomes legally compelled to disclose any
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of the Confidential Information, Permittee shall use commercially reasonable efforts to provide
Owner with prompt written notice at least five (5) business days prior to disclosing any
Confidential Information so that Owner may seek a protective order or other appropriate remedy.
Permittee will furnish only that portion of the Confidential Information which is legally required
and will exercise its best efforts to obtain reliable assurance that confidential treatment will be
accorded the Confidential Information so furnished. Permittee agrees that Owner shall be entitled
to equitable relief, including injunction and specific performance, in the event of any breach of the
provisions of this Confidentiality Agreement. Such remedies shall not be deemed to be the
exclusive remedies for a breach of this Confidentiality Agreement but shall be in addition to all
other remedies available at law or in equity. Notwithstanding the foregoing, Permittee shall incur
no liability for the disclosure of Confidential Information (a) that is already known to Permittee,
b) that is, or hereafter becomes, part of the public domain other than through a breach by Permittee
of its obligations in this paragraph, (c) that Permittee receives from a third party who is not under
the confidentiality obligations contained in this paragraph, (d) in connection with litigation
including in response to subpoena in litigation, subject to the above obligation to notify Owner
above, or (g) as otherwise required by law. Each of the covenants and obligations of this Section
shall survive the termination of this Entry Permit for six (6) months.
9.13 Pre-Existing Conditions. Notwithstanding anything to the contrary herein,
nothing in this Agreement shall be deemed to impose liability on Permittee for merely discovering
the existence of a pre-existing condition that Permittee did not cause, contribute to or exacerbate.
SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Entry Permit as of the
date first above-written.
OWNER"
a
By:
Name:
Title:
PERMITEE"
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:
Name: Guy Asaro
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EXHIBIT A
Legal Description of Owner’s Property
That certain real property located in the City of Chula Vista, County of San Diego, State of
California and more particularly described as follows:
PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03,
OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.
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EXHIBIT B
Authorized Entry Area
TO BE AGREED UPON AND ATTACHED BY THE PARTIES
PRIOR TO EXECUTION AND DELIVERY OF THIS AGREEMENT]
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EXHIBIT “G”
DEPICTION OF BUS RAPID TRANSIT LINE ALIGNMENT
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EXHIBIT “H”
BUYER’S PROPERTY OBLIGATIONS
1. Design and construction of a 0.25 acre Public Plaza consistent with the Millenia Sectional
Planning Area Plan and Parks Agreement.
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EXHIBIT “I”
ESCROW HOLDER’S GENERAL INSTRUCTIONS
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Escrow General Provisions-REVISED NOVEMBER 24, 2014
These provisions must be executed below and returned to Escrow Holder promptly. Notwithstanding, use of
Escrow Holder's services after receipt of these provisions constitutes acceptance of the terms, please read for
general information about the escrow process. Please also carefully review paragraph entitled "Agreement to
Arbitrate" which requires the resolution of disputes by arbitration on an Individual basis,
1. SPECIAL DISCLOSURES:
A.DEPOSIT OF FUNDS & DISBURSEMENTS
Unless directed in writing to establish a separate, interest-bearing account together with all necessary taxpayer
reporting information, all funds shall be deposited in general escrow accounts in a federally insured financial
Institution including those affiliated with Escrow Holder ("depositories"), All disbursements shall be made by
Escrow Holder's check or by wire transfer unless otherwise instructed in writing, The Good Funds Law
California Insurance Code 12413,1) mandates that Escrow Holder may not disburse funds until the funds are,
in fact, available In Escrow Holder's account. Wire transfers are immediately disbursable upon confirmation of
receipt. Funds deposited by a cashier's or certified check are generally available on the next banking day
following deposit. Funds deposited by a personal check and other types of instruments may not be available
until confirmation from Escrow Holder's bank which can vary from 2 to 10 days.
B.DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER
As a result of Escrow Holder maintaining its escrow accounts with the depositories, Escrow Holder may
receive certain financial benefits such as bank services, accommodations, loans, credits or other business
transactions from the depositories which shall accrue to the sole benefit of Escrow Holder and Escrow
Holder shall have no obligation to account to the parties to this escrow for the value of any such benefits.
C.ADDITIONAL FEES FOR THIRD PARTY SERVICES
Escrow Holder may incur additional costs for services performed by third parties, The fees charged by Escrow
Holder for such services Including, but not limited to, wire transfers, overnight deliveries, messengers or
other third party services, may include a mark up over the direct cost to Escrow Holder of such services. .
D.METHOD TO DELIVER PAYOFF TO LENDERS/LIENHOLDERS
To minimize the amount of interest due on any existing loan or lien, Escrow Holder will deliver the payoff
funds to the lender/lienholder as soon as Escrow Holder is able after confirmation of recordation/close of
escrow and as demanded by the lender/lienholder using (a) personal delivery, (b) wire transfer, or (c)
overnight delivery service, unless otherwise directed in writing by the affected party. Certain payments such
as home equity line of credit payoffs ("HELOCS") may require additional time to process,
2. "CLOSE OF ESCROW"/PRORATIONS & ADJUSTMENTS
The term "close of escrow" means the date on which documents are recorded. All prorations and/or
adjustments shall be made to the close of escrow based on the number or actual days, unless otherwise
instructed in writing„
3. CONTINGENCY PERIODS (Applies only when property being
transferred)
Escrow Holder shall not be responsible for monitoring contingency time periods. between the parties. The
parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any
such periods,
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF
CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/or its affiliates.
All rights reserved, NYSE: FA
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4. REPORTS
a.Preliminary Report -Escrow Holder has neither responsibility nor liability for any title search that
may be performed in connection with the issuance of a preliminary report.
b.Other Reports-As an accommodation, Escrow Holder may agree to transmit orders for inspection,
termite, disclosure and other reports if requested, In writing or orally, by the parties or their agents. Escrow
Holder shall deliver copies of any such reports as directed. Escrow Holder Is not responsible for reviewing
such reports or advising the parties of the content of same.
5. INFORMATION FROM AFFILIATED COMPANIES
Escrow Holder may provide the parties' information to and from its affiliates in connection with the offering
of products and services from these affiliates.
6. RECORDATION OF DOCUMENTS
Escrow Holder is authorized to record documents delivered through escrow which are necessary or proper
for the issuance of the requested title insurance policy(ies). Buyer will provide a completed Preliminary
Change of Ownership Report form ("PCOR"). If Buyer fails to provide the PCOR, Escrow Holder shall close
escrow and charge Buyer any additional fee incurred for recording the documents without the PCOR,
Escrow Holder is released from any liability in connection with same.
7. PERSONAL PROPERTY TAXES
No examination, UCC search, insurance as to personal property and/or the payment of personal
property taxes is required unless otherwise instructed in writing.
8. REAL PROPERTY TAXES
Real property taxes are prorated based on the most current available tax statement from the tax collector's
office. Supplemental taxes may be assessed as a result of a change in ownership or completion of
construction. Adjustments due either party based on the actual new tax bill issued after close of escrow or a
supplemental tax bill will be made by the parties outside of escrow and Escrow Holder is released of any
liability in connection with such adjustments. The first installment of California real property taxes Is due
November 1st (delinquent December 10th) and the second Installment is due February 1st (delinquent April
10th), If a tax bill is not received from the County at least 30 days prior to the due date, buyer should contact
the County Tax Collector's office and request one Escrow Holder is not responsible for same,
9.CANCELLATION OF ESCROW (Applies only when property being transferred) a. Any party
desiring to cancel this escrow shall deliver written notice of cancellation to Escrow Holder. Within a
reasonable time after receipt of such notice, Escrow Holder shall send by regular mall to the address on
the escrow instructions, one copy of said notice to the other party(les). Unless written objection to
cancellation is delivered to Escrow Holder by a party within 10 days after date of mailing, Escrow Holder
Is authorized, at its option, to comply with the notice and terminate the escrow. If a written objection is
received by Escrow Holder, Escrow Holder is authorized, at its option, to hold all funds and documents in
escrow (subject to the Funds Held in Escrow fee) and to take no other action until otherwise directed by
either the parties' mutual written instructions or a final order of a court of competent jurisdiction, If no
action is taken on this escrow within 6 months after the closing date specified in the escrow
instructions, Escrow Holder's obligations shall, at its option, terminate. Upon termination of this escrow, the
parties shall pay all fees, charges and reimbursements due to Escrow Holder and all documents and
remaining funds held in escrow shall be returned to the parties depositing same.
Notwithstanding the foregoing, upon receipt of notice of cancellation by a seller in a transaction subject to
the Home Equity Sales Contract law (CC §1.695 et seq.), Escrow Holder shall have the right to unilaterally
cancel the escrow and may return all documents and funds without consent by or notice to the buyer.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF
CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/or its affiliates.
All rights reserved, NYSE: FA
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10.CONFLICTING INSTRUCTIONS & RELATED DISPUTES
If Escrow Holder becomes aware of any conflicting demands or instructions concerning this escrow, Escrow
Holder shall have the right to discontinue all further acts on Escrow Holder's part until the conflict is resolved
to Escrow Holder’s satisfaction. Escrow Holder has the right at its option to file an action in interpleader
requiring the parties to litigate their claims/rights. If such an action is filed, the parties jointly and severally
agree (a) to pay Escrow Holder's cancellation charges, costs (including the Funds Held In Escrow fee) and
reasonable attorneys' fees, and (b) that Escrow Holder is fully released and discharged from all further
obligations under the escrow.
11.FUNDS HELD IN ESCROW
When funds remain in escrow over 90 days after either close of escrow or estimated close of escrow, a
monthly holding fee of $25 shall be imposed by Escrow Holder that is to be charged against the funds held.
12.USURY
Escrow Holder Is not to be concerned with usury as to any loans or encumbrances in this escrow and is
hereby released of any responsibility and/or liability therefore.
13.AMENDMENTS TO ESCROW INSTRUCTIONS (Applies only when property being transferred)
Any amendment to the escrow Instructions must be in writing, executed by all parties and accepted by Escrow
Holder. Escrow Holder may, at its sole option, elect to accept and act upon oral instructions from the parties.
If requested by Escrow Holder the parties agree to confirm said instructions in writing as soon as practicable.
The escrow instructions as amended shall constitute the entire escrow agreement between the Escrow Holder
and the parties hereto with respect to the subject matter of the escrow.
14.FIRE, HAZARD OR LIABILITY INSURANCE POLICIES
In all matters relating to fire, hazard or liability insurance, Escrow Holder may assume that each policy is In
force and that the necessary premium has been paid. Escrow Holder is not responsible for obtaining fire,
hazard or liability insurance, unless Escrow Holder has received specific written instructions to obtain such
Insurance prior to close of escrow from the parties or their respective lenders.
15. COPIES OF DOCUMENTS; ELECTRONIC SIGNATURES; AUTHORIZATION TO RELEASE
Escrow Holder is authorized to rely upon copies of documents, which Include facsimile, electronic, NCR, or
photocopies as if they were an originally executed document. Escrow Holder may agree to accept
electronically signed documents from a platform or program approved by Escrow Holder. If requested by
Escrow Holder, the originals of such documents and/or original signatures shall be delivered to Escrow
Holder. Escrow Holder may withhold documents and/or funds due to the party until such originals are
delivered. Documents to be recorded MUST contain original signatures. Escrow Holder may furnish copies of
any and all documents to the lender(s), real estate broker(s), attorney(s) and/or accountant(s) involved in
this transaction upon their request. Delivery of documents by escrow to a real estate broker or agent who is
so designated in the purchase agreement shall be deemed delivery to the principal.
16. EXECUTION IN COUNTERPART
The escrow instructions and any amendments may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which taken together shall constitute the same
instruction.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF
CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/or its affiliates.
All rights reserved, NYSE: FA
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17. TAX REPORTING, WITHHOLDING & DISCLOSURE (Applies only when property being
transferred) The parties are advised to seek Independent advice concerning the tax consequences of this
transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Holder
does not-provide tax or legal advice and the parties agree to hold Escrow Holder harmless from any loss or
damage that the parties may incur as a result of their failure to comply with federal and/or state tax laws,
WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES, ESCROW
HOLDER IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS MESS ESCROW HOLDER
AGREES IN WRITING.
A. TAXPAYER IDENTIFICATION NUMBER REPORTING
Federal law requires Escrow Holder to report seller's social security number or tax identification number
both numbers are hereafter referred to as the "TIN"), forwarding address, and the gross sales price to
the Internal Revenue Service ("IRS"), To comply with the USA PATRIOT Act, certain taxpayer identification
Information (including, but not limited to, the TIN) may be required by Escrow Holder from certain
persons or entities Involved (directly or indirectly) in the
transaction prior to closing.
Escrow cannot be closed nor any documents recorded until the information Is provided and certified as to its
accuracy to Escrow Holder. The parties agree to promptly obtain and provide such information as requested
by Escrow Holder.
B. STATE WITHHOLDING & REPORTING
In accordance with Section 18662 of the Revenue and Taxation Code (R&TC), a buyer may be required
to withhold an amount equal to 3 1/3% (.0333) of the sale price, or an optional gain on sale
withholding amount certified by the seller in the case of a disposition of California real property interest
by either:
1.A seller who is an individual, trust, estate, or when the disbursement instructions authorize the proceeds
to be sent to
a financial Intermediary of the sellers.
2.A corporate seller that has no permanent place of business in California immediately after the transfer of
title to the
California property.
The buyer may become subject to penalty for failure to withhold an amount equal to the greater of
10 percent of the amount required to be withheld or five hundred dollars ($500).
However, notwithstanding any other provision included in the California statutes referenced above, no
buyer will be required to withhold any amount or be subject to penalty for failure to withhold if any of
the following applies:
1.The sale price of the California real property conveyed does not exceed one hundred thousand dollars
100,000).
1.The seller executes a written certificate under the penalty of perjury certifying that the seller is a
corporation with a
permanent place of business in California,
2.The seller, who is an individual, trust, estate, or a corporation without a permanent place of
business in California, executes a written certificate under the penalty of perjury of any of the
following:
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF
CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/or its affiliates.
All rights reserved, NYSE: FA
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a The California real property being conveyed is the seller's or decedent's principal residence (within
the meaning of Section 121 of the Internal Revenue Code (IRC)),
b. The last use of the property being conveyed was by the transferor as the transferor's principal residence
within the meaning of IRC Section 121),
c.The California real property being conveyed is, or will be, exchanged for property of 111,, kind (within
the meaning of IRC Section 1031), but only to the extent of the amount of gain not required to be
recognized for California income tax purposes under IRC Section 1031.
d.The California real property has been compulsorily or involuntarily converted (within the meaning of IRC
Section 1033) and the seller Intends to acquire property similar or related in service or use so as to be
eligible for nonrecognition of gain for California income tax purposes under IRC Section 1033.
e.The California real property transaction will result in a loss or net gain not required to be recognized
for California income tax purposes.
The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the
withholding requirement.
Contact FIB: For additional Information regarding California withholding or for the Alternative
Withholding, contact the Franchise Tax Board at (toll free) 888-792-4900), by email
WSCS.GEN@ftb.ca.gov; or visit their website at www.ftb.ca,gov.
C.FEDERAL WITHHOLDING & REPORTING
Certain federal reporting and withholding requirements exist for real estate transactions where the seller
transferor) is a non-resident alien, a non-domestic corporation, partnership, or limited liability company; or
a domestic corporation, partnership or limited liability company controlled by non-residents; or non-resident
corporations, partnerships or limited liability companies,
D.TAXPAYER IDENTIFICATION DISCLOSURE
Federal and state laws require that certain forms include a party's TIN and that such forms or copies of the
forms be provided to the other party and to the applicable governmental authorities. Parties to a real estate
transaction involving seller-provided financing are required to furnish, disclose, and include the other party's
TIN in their tax returns. Escrow Holder is authorized to release a party's TINs and copies of statutory forms
to the other party and to the applicable governmental authorities in the foregoing circumstances. The parties
agree to hold Escrow Holder harmless against any fees, costs, or judgments incurred and/or awarded
because of the release of their TIN as authorized herein,
18. AGREEMENT TO ARBITRATE
a)Except as indicated in Paragraph 10, above, all disputes and claims, arising out of or relating to this
Escrow must be resolved by arbitration, Notwithstanding the foregoing, any party may bring an individual
action in small claims court. Any dispute as to the arbitrability of claims or the scope or enforceability of this
arbitration provision, or as to the interpretation of paragraph (18)(c) below, is for the court to decide. This
Escrow evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the
interpretation and enforcement of this provision. This arbitration provision shall survive termination of the
Escrow.
b)Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The
arbitration will be governed by the Commercial Arbitration Rules and, where applicable, the Consumer
Arbitration Rules (collectively, "AM Rules") of the AAA, as modified by this arbitration provision. The AAA Rules
are available online at www.aciaorg or by calling the AM at 1-800-7787879. The AAA shall administer the
arbitration. If the MA is unavailable, the arbitration will be administered by another arbitration provider that
the parties agree to or that the court selects. Arbitrators may consider but shall not be bound by rulings in
prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations
involving the 'same customer to the extent required by applicable law.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF
CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/or its affiliates.
All rights reserved, NYSE: FA
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c)Prohibition of Class or Representative Actions and Non-Individualized Relief. UNDER THIS AGREEMENT,
ANY CLAIM MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NO PARTY MAY SERVE AS A PLAINTIFF,
CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY
GENERAL PROCEEDING. Further, unless all parties agree otherwise, the arbitrator may not consolidate more
than one person's claims, and may not otherwise preside over any form of a class, representative, or private
attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief
is individualized to the Claimant and would not affect other persons. No party may seek non-Individualized
relief that would affect persons other than the parties themselves. If a court decides that applicable law
precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim
and only that claim) must be severed from the arbitration and may be brought in court.
SEE GENERAL PROVISIONS ACKNOWLEDGEMENT PAGE WITH SIGNATURES ATTACHED
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF
CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title insurance Company and/or its affiliates.
All rights reserved, NYSE: FA
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EXHIBIT “J”
DESCRIPTION OF CFDS
Summary of Millenia Community Facilities Districts
Chula Vista Elementary School District CFD 18
The purpose of the Chula Vista Elementary School District CFD is to levy special taxes for the acquisition
and construction of school facilities for K-6th grade students generated by homes within the CFD
boundaries. The special taxes may service bonds sold by the District for school construction.
Sweetwater Union High School District CFD 18
The purpose of the Sweetwater Union High School CFD is to levy special taxes for the acquisition and
construction of school facilities for 7th through 12th grade students generated by homes within the CFD
boundaries. The special taxes may service bonds sold by the District for school construction.
City of Chula Vista CFD No. 97-2 – Preserve Maintenance District
The City of Chula Vista created CFD 97-2 for the purpose of levying special taxes to fund the maintenance
of permanent open space lands which have been conveyed to the Otay Ranch Preserve Owner Manager (a
public entity comprised of the City of Chula Vista and the County of San Diego). The preserve exists to
protect biological and other resources, maintain biological diversity, and promote the survival and recovery
of native species and habitat. Seller is conveying property to the Otay Ranch Preserve as a condition of
development.
City of Chula Vista Maintenance CFD 14M
CFD 14M levies special taxes to fund City maintenance of certain landscaping, park maintenance and
required storm water quality and retention facilities on public property within the Millenia Project. The
maintenance will be performed and/or contracted by the City of Chula Vista.
City of Chula Vista CFD No. 16-I (Millenia)
CFD 16-I levies special taxes and issues bonds to pay for public infrastructure within the Millenia Project.
Qualifying facilities include, but are not limited to, parks, streets, sewer facilities, traffic signals and
selected Development Impact Fees or fee program-funded facilities. The Property is within Improvement
Area No. 1 of this CFD and is subject to the special taxes authorized to be levied by the CFD.
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EXHIBIT “K”
DEPICTION OF HOLD-DOWN SITE
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EXHIBIT “L”
CITY ENTRY PERMIT
ENTRY PERMIT
THIS ENTRY PERMIT ("Entry Permit") dated for reference purposes only as of
20__, in entered into by and between MILLENIA 2022, LLC, a Delaware limited
liability company ("Owner"), and CITY OF CHULA VISTA ("Permittee"), with reference to the
following facts:
A. Owner is the owner of certain real property located in the City of Chula Vista,
California, and legally described in Exhibit A attached hereto ("Owner's Property").
B. Permittee is the owner of certain real property located in the City of Chula Vista,
California, and legally described in Exhibit B attached hereto ("Permittee's Property").
C. This Entry Permit is entered into to allow for access by workers, equipment and
vehicles onto and across a portion of the Owner's Property, to be described on Exhibit C attached
hereto ("Authorized Entry Area"), for the Permitted Purpose as defined and described below.
D. This Entry Permit is being executed and delivered by the parties pursuant to that
certain Purchase Agreement and Escrow Instructions dated as of March ___, 2023, between
Owner, as “Seller”, and Permittee, as “Buyer” (as the same may be amended, “Purchase
Agreement”). Capitalized terms used herein and not otherwise defined will have the meanings
given to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties do hereby covenant, declare and agree as set forth below.
1. Permit to Enter Upon Authorized Entry Area. Owner hereby grants Permittee
the non-exclusive permission to enter ("License") the Authorized Entry Area solely for the purpose
of staging and storage of construction equipment, vehicles and materials solely in connection with
Permittee’s development of Permittee’s Property (“Permitted Purpose”) and for no other purpose
Work") and ingress and egress for construction vehicles, equipment and workers in connection
with the Work and performance of the Work. The location and initial access routes of the
Authorized Entry Area shall be established by the parties and confirmed by their attachment to this
Agreement of a mutually agreed upon Exhibit C describing the Authorized Entry Area prior to
the parties’ execution and delivery of this Agreement. Additionally, Permittee (i) acknowledges
that Owner may have ongoing development and construction work and other activities in, on and
about the Owner’s Property (including without limitation, Owner’s work associated with the Hotel
Driveway Improvements, Jogging Trail Improvements, and filling of the Hold-Down Site pursuant
to the Purchase Agreement) (collectively, “Owner’s Work”) while this Entry Permit is in effect,
and (ii) agrees that Owner may require modifications to the access routes and location(s) of the
Authorized Entry Area from time to time as Owner may reasonably require to accommodate
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Owner’s Work in, on or about the Owner’s Property. If requested by Owner, Permittee shall
promptly execute and deliver a written amendment to this Entry Permit from time to time
substituting a revised Exhibit C to reflect any such changes to the access routes and/or location(s)
of the Authorized Entry Area. Permittee shall deliver written notice to Owner at least two (2)
business days prior to commencing any Work on the Authorized Entry Area. Permittee's use of the
Authorized Entry Area pursuant to such permission shall be strictly governed by the terms of this
Entry Permit. This permission to enter upon the Authorized Entry Area is granted only (i) to
Permittee and Permittee shall not permit any other party to enter the Authorized Entry Area during
the term of this Entry Permit, except Permittee's employees, contractors, subcontractors, agents,
and consultants ("Permittee's Representatives"), and (ii) with respect to the Authorized Entry
Area, Permittee and Permittee's Representatives shall not conduct any excavation, drilling, boring
or other invasive testing or physical alteration or improvement of Owner's Property and shall not
conduct any other activities, including without limitation, any biological studies, tests, surveys or
investigations, or enter any other property, including any adjacent property owned by Owner,
without the prior written consent of Owner, which consent may be withheld in Owner's sole
discretion, except that this provision shall not apply to Permittee's Property. The License is
temporary and shall terminate automatically upon the first to occur of: (a) completion of
Permittee’s Work; (b) _______________, 20__; or (c) the termination of the Purchase Agreement
for any reason. Except for the License expressly granted herein, and obligations related to the term
thereof, Owner shall have no obligation to Permittee hereunder; provided, however, that nothing
herein shall be deemed to abrogate or otherwise limit any rights or obligations of the parties under
the Purchase Agreement.
2. Government Regulations and Other Obligations of Permittee. Permittee shall
obtain, at its sole cost and expense, all governmental permits and authorizations of whatever nature
required by any and all governmental agencies for the Work or Permittee's use of the Authorized
Entry Area. While on the Authorized Entry Area, Permittee will comply, and will cause all of
Permittee's Representatives to comply, with all applicable governmental laws, ordinances, rules
and regulations. Permittee shall cause such persons to observe strict fire and smoking precautions.
Permittee shall further ensure that no fires are lighted on the Authorized Entry Area and that no
firearms or intoxicating liquor shall be carried onto the Authorized Entry Area by any persons
entering said Authorized Entry Area pursuant hereto. All persons entering the Authorized Entry
Area pursuant hereto shall comply with any and all instructions and directions of the authorized
agents of Owner not inconsistent with the provisions of this Entry Permit.
3. Access to Authorized Entry Area. During the term of this Entry Permit and
Permittee's Work, Permittee shall take any steps reasonably necessary to avoid damage to the
Authorized Entry Area and adjacent improvements. In no event shall Permittee bring, use or store
any hazardous, toxic or contaminated materials or substances on the Authorized Entry Area,
including, without limitation, any Hazardous Materials (as defined below). Notwithstanding the
foregoing, Permittee shall be solely responsible for the removal and remediation of any Hazardous
Materials stored, released, or disposed on the Authorized Entry Area by Permittee or any of
Permittee’s Representatives during the term of this Entry Permit. The condition of the Authorized
Entry Area and adjacent improvements as of the execution date of this Entry Permit shall be
documented by Owner and Permittee before any use of the Authorized Entry Area and adjacent
improvements by Permittee. To access the Authorized Entry Area, Permittee's Representatives
may have to drive over Owner's completed curb and sidewalk improvements adjacent to the
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Authorized Entry Area. If the curb or sidewalk improvements adjacent to the Authorized Entry
Area are damaged during the term of this Entry Permit, Permittee's Representatives will be
presumed to have caused the damage. Permittee will be responsible for any damage done to the
Authorized Entry Area or adjacent improvements during the term of this Entry Permit, except to
the extent that Permittee establishes to Owner's satisfaction, in Owner's sole reasonable discretion,
that such damage was caused by acts of nature, third parties not under the control or supervision
of Permittee, or the gross negligence or willful misconduct of Owner or Owner's Indemnitees (as
defined below), and Permittee will pay the costs of repairing and restoring the remaining
Authorized Entry Area and adjacent improvements to a condition substantially similar to or better
than the condition of the Authorized Entry Area and adjacent improvements as of the execution
date of this Entry Permit. Prior to the expiration of this Entry Permit, Permittee shall also remove
any materials and equipment from the Authorized Entry Area and adjacent improvements placed
thereon by Permittee or any of Permittee’s Representatives. If Permittee fails to repair any damage
it has caused to the Authorized Entry Area or adjacent improvements or to remove any materials
or equipment to the reasonable satisfaction of Owner and such failure continues for five (5)
business days after written notice thereof from Owner, then Owner may perform such repair on
behalf of Permittee without any liability to Permittee for any loss or damage by reason therefor,
and upon completion, Permittee shall pay Owner's costs for making such repairs within five (5)
days after written demand. Said bill shall include interest from the date of completion of Owner's
work at the rate of Prime (as defined below) plus two percent (2%), but if such interest rate exceeds
the maximum rate allowed by law, then such rate shall be reduced to the highest rate allowed by
law under the circumstances. For purposes of this Entry Permit, the term "Prime" shall mean the
rate announced from time to time by Bank of America, N.A. ("Bank of America") as its prime or
reference rate. If Bank of America ceases to announce a prime, the prime lending rate of an
equivalent lending institution selected by Owner shall be substituted therefor.
As used herein the term "Hazardous Materials" shall mean any toxic or hazardous
substance, material or waste or any pollutant or contaminant or infectious or radioactive material,
including but not limited to those substances, materials or waste, chemicals or mixture, which is
or which contains any substance, chemical, compound, or mixture, which is) regulated now or in
the future under any Environmental Laws. Hazardous Substances shall also include, without
limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated
solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated
biphenyls, (v) flammable explosives, (vi) urea formaldehyde and (vii) radioactive materials and
waste, (viii) any hydrocarbonic substance, fraction, distillate or by product and (ix) hazardous,
toxic, ignitable, radioactive, corrosive, or reactive substance or material and which is regulated by
any public entity or under any law, except for common office supplies. Hazardous Substances shall
also mean a chemical listed by the State of California as a chemical known by the State to cause
cancer or reproductive toxicity pursuant to Section 25249.8 of the California Health and Safety
Code, as may be amended or a material which, due to its characteristics or interaction with one or
more other substances, wastes, chemicals, compounds or mixtures, damages or threatens to
damage health, safety, or the environment or is required by any law or public entity to be
remediated, including remediation which such law or public agency requires in order for the
Authorized Entry Area to be put to any lawful purpose. The term "Environmental Laws" means
any federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules,
policies and orders, and other authority, existing now or in the future, which classify, regulate, list,
implement or define hazardous materials, wastes, contaminants, pollutants and/or the Hazardous
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Substances.
4. Liens. Permittee shall not suffer or permit to be enforced against the Authorized
Entry Area, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens
arising from or any claim for damage arising from the Work or any other claim or demand against
the Authorized Entry Area or Owner arising from Permittee's entry upon or use of the Authorized
Entry Area; but Permittee shall pay or cause to be paid all of said liens, claims or demands before
any action is brought to enforce the same against the Authorized Entry Area, or post bond for the
same as permitted by law. Permittee agrees to indemnify, protect, defend (with legal counsel
reasonably acceptable to Owner) and hold free and harmless Owner, Millenia Mitigation Land,
LLC, Meridian Communities, LLC, Meridian Building Services, Inc., Millenia Real Estate Group,
LLC, and their respective affiliates, members and managers and its and their employees, general
partners, members, managers, officers, directors, shareholders, agents, consultants, contractors,
representatives, successors and assigns ("Owner's Indemnitees") and Owner’s Property itself
from claims, suits, causes of action, liabilities, damages, losses, costs, injuries, liens (including but
not limited to mechanic's, materialman's, contractor's and similar liens), actions or judgments of
any kind or nature (including, without limitation, reasonable attorneys' fees, expert fees, and
litigation costs and expenses) (collectively, “Losses”). Owner reserves the right at any time and
from time to time to post and maintain on the Authorized Entry Area such notices as may be
necessary to protect Owner against liability for all such liens and claims. The provisions of this
Section shall survive the expiration or termination of this Entry Permit.
5. Owner's Right to Pay Claims. In addition to and not in limitation of Owner's other
rights and remedies under this Entry Permit, should Permittee fail, within ten (10) days after receipt
of a written request from Owner, to pay and discharge, or post bond for, any lien or claim arising
out of Permittee's use of the Authorized Entry Area or fail to bond against such liens or claims as
provided by law in order to remove the effect of such liens from the Authorized Entry Area, or
should Permittee fail, within ten (10) days after receipt of a written request from Owner, to
indemnify, protect, defend (with legal counsel reasonably acceptable to Owner) and hold Owner
and Owner's Indemnitees free and harmless from any and all Losses arising out of Permittee's use
of the Authorized Entry Area or adjacent improvements as provided herein, then in any such case
Owner may, at its option, pay any such Losses, or settle or discharge any claim or action therefor
or satisfy any judgment thereon, and all costs, expenses and other sums incurred by Owner in
connection therewith shall be paid to Owner by Permittee within five (5) days after written
demand, together with interest thereon at the rate of Prime plus two percent (2%), but if such
interest rate exceeds the maximum rate allowed by law, then such rate shall be reduced to the
highest rate allowed by law under the circumstances, from the date incurred or paid until repaid,
and any default in such repayment shall constitute a breach under this Entry Permit. The provisions
of this Section shall survive the expiration or termination of this Entry Permit.
6. Owner Not Liable; Indemnity. All persons or entities who enter upon the
Authorized Entry Area pursuant to this Entry Permit do so at their own risk. Owner shall not be
liable for any loss, theft, damage or injury of any kind or character to any person or property while
on the Authorized Entry Area, including, but not limited to, any of Permittee’s Representatives, or
to the extent caused by or arising from any act or omission by Permittee, or any of Permittee's
Representatives, or any use of the Authorized Entry Area. Permittee, as a material part of the
consideration of this Entry Permit, waives on its behalf all claims and demands against Owner for
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any such loss, damage or injury. Permittee shall indemnify, protect, defend (with legal counsel
reasonably acceptable to Owner) and hold Owner and Owner's Indemnitees entirely free and
harmless from any and all Losses (including attorneys' fees and costs and cost to enforce
Permittee's obligations under this Section) and other obligations arising from the use of the
Authorized Entry Area by Permittee or by Permittee's Representatives. However, Permittee shall
have no obligation to indemnify Owner to the extent of any Losses to the extent caused by the
gross negligence of Owner or the Owner's Indemnitees, or by the willful misconduct of Owner or
the Owner's Indemnitees. Permittee's covenants in this Section shall survive the termination of this
Entry Permit and shall be binding on Permittee until such time as an action against Owner is
absolutely barred by the applicable statute of limitations. Permittee's obligations to defend Owner
and Owner's Indemnitees will be triggered by the mere assertion of a claim against Owner and/or
Owner's Indemnitees, without regard to the merit of such claim and whether or not the claim arose
from the alleged negligence, gross negligence or other fault of Permittee.
7. Insurance. Permittee and its contractors, at their own expense, shall at all times
during their entry onto the Authorized Entry Area maintain the following insurance policies:
7.1 Purchase Agreement Insurance Requirements. Permittee shall comply (and
shall cause its contractors to comply) with all of the insurance requirements set forth in Section
4.3 of the Purchase Agreement.
7.2 Certificates of Insurance. Certificates of insurance evidencing such
policies, and a certified copy of the endorsement described in Section 4.3 of the Purchase
Agreement naming Owner, Millenia Real Estate Group, LLC, Meridian Communities, LLC,
Meridian Development, LLC, and Meridian Building Services, Inc. and such other entity(ies) as
Owner may designate as “additional insured parties each as an additional insured for the policies
described in Section 7.1, shall be delivered by Permittee to Owner before and as a condition of
entry onto the Authorized Entry Area by Permittee or by any of Permittee’s Representatives.
8. Termination.
8.1 Breach. If Permittee breaches of any of its obligations under this Entry
Permit, and fails to cure such breach within five (5) days after written notice by Owner, in the
event of a failure involving the payment of money, or within ten (10) days after written notice, in
the event of any such failure not involving the payment of money, then Owner shall have the right
at any time thereafter to terminate this Entry Permit by written notice to Permittee, except that no
notice shall be required if Owner reasonably determines that such breach involves the imminent
risk of injury to persons or damage to property. If the right of entry granted Permittee hereunder
is terminated for any reason, Permittee shall promptly vacate the Authorized Entry Area and
remove all of its materials, vehicles and equipment within the Authorized Entry Area or elsewhere
on the Owner’s Property.
8.2 Termination Events. Permittee acknowledges and agrees that this Entry
Permit constitutes a license which may be revoked by Owner by written notice at any time, with
or without cause, but shall not be revoked prior to the date set forth in Section 1 above, unless (i)
Permittee shall have committed an uncured breach hereunder or under the Purchase Agreement,
or (ii) Permittee assigns the Purchase Agreement to a Permitted Assignee or to any other party, in
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which event Owner may revoke the license by written notice at any time thereafter. Permittee
further acknowledges and understands that Permittee has no rights of occupancy or possession of
the Authorized Entry Area by virtue of this Entry Permit.
9. General Provisions.
9.1 No Responsibility for Loss or Theft. Owner shall not be responsible for the
loss or theft of anything stored by Permittee or Permittee’s Representatives on or about the
Authorized Entry Area, unless such loss or theft is caused by the gross negligence or willful
misconduct of Owner.
9.2 Inspection. Owner and any agent authorized by Owner shall be entitled to
enter and inspect the Authorized Entry Area at any time while this Entry Permit is in effect,
provided that Owner and Owner's agent shall exercise reasonable efforts to minimize interference
with the Work and use of the Authorized Entry Area by Permittee and Permittee’s Representatives.
9.3 No Assignment. Except with the prior written consent of Owner, which
consent may be given or withheld in Owner’s sole discretion, this Entry Permit cannot be assigned,
voluntarily or by operation of law, and Permittee shall not sublet, sublicense or otherwise permit
the use of the Authorized Entry Area, or any part thereof, and any attempt to do so without Owner’s
prior written consent shall be null and void.
9.4 Entire Agreement. This Entry Permit constitutes the entire agreement
between the parties hereto pertaining to the license and entry permit for the Authorized Entry Area,
and all prior and contemporaneous agreements, representations and understandings of the parties
hereto, oral or written, are hereby superseded and merged herein. No supplement, modification or
amendment of this Entry Permit shall be binding unless in writing and executed by the parties
hereto. No waiver of any of the provisions of this Entry Permit shall be deemed or shall constitute
a waiver of any other provisions, whether or not similar, nor shall any waiver be a continuing
waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No
waiver of any default by Permittee hereunder shall be implied from any omission by Owner to take
any action on account of such default if such default persists or is repeated, and no express waiver
shall affect a default other than as specified in such waiver. The consent or approval by Owner to
or of any act by Permittee requiring Owner's consent or approval shall not be deemed to waive or
render unnecessary Owner's consent to or approval of any subsequent similar acts by Permittee.
9.5 Attorneys' Fees. In the event of any litigation, including, but not limited to,
arbitration, writ petitions, or an action for declaratory relief, between Owner and Permittee arising
from or related to this Entry Permit, the losing party shall pay to the prevailing party a reasonable
sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or
proceeding and/or enforcing any judgment granted therein. Any judgment or order entered in such
action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees
and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing party
shall be determined by the trier of fact based upon an assessment of which party's major arguments
or positions taken in the proceedings could fairly be said to have prevailed over the other party's
major arguments or positions on major disputed issues. For the purposes of this section, attorneys'
fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions;
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2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4)
discovery; (5) any appeals; and (6) bankruptcy proceedings. This Section is intended to be
expressly severable from the other provisions of this Agreement, is intended to survive any
judgment and is not to be deemed merged into the judgment. The provisions of this Section shall
survive the expiration or termination of this Entry Permit.
9.6 Governing Law. This Entry Permit shall be construed in accordance with,
and governed by, the internal laws of the State of California applicable to agreements made and to
be performed within the state. This Entry Permit shall be deemed made and entered into in San
Diego County.
9.7 Captions; Counterparts. The headings of this Entry Permit are for purposes
of reference only and shall not limit or define the meaning of the provisions of this Entry Permit.
This Entry Permit may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute one and the same instrument. This Entry Permit may be
executed in any number of counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument. Signatures sent in a pdf document via email may be used
in place of original signatures on this Entry Permit or any document delivered pursuant hereto.
Owner and Permittee intend to be bound by the signatures on the pdf document, are aware that the
other party will rely on such signatures, and hereby waive any defenses to the enforcement of the
terms of this Entry Permit based on the form of signature.
9.8 Successors and Assigns. Each and all of the covenants and conditions of
this Entry Permit shall inure to the benefit of and shall be binding upon the successors in interest
of Owner, and, subject to the restrictions on transfers herein provided, the successors, heirs,
representatives and permitted assigns of Permittee.
9.9 Cumulative Remedies. All rights, options and remedies of the parties
contained in this Entry Permit shall be construed and held to be cumulative, and no one of them
shall be exclusive of the other, and the parties shall have the right to pursue any one or all of such
remedies or to seek damages or specific performance in the event of any breach of the terms hereof
by the other party or to pursue any other remedy or relief which may be provided by law or equity,
whether or not stated in this Entry Permit.
9.10 Severability. If any phrase, clause, sentence, paragraph, section, article or
other portion of this Agreement shall become or is held to be illegal, null or void or against public
policy, the remaining portions of this Entry Permit shall not be affected thereby and shall remain
in force and effect to the fullest extent permissible by law.
9.11 No Partnership. Owner and Permittee shall not, by virtue of this Entry
Permit, in any way or for any purpose, be deemed to have become a partner of each other in the
conduct of their respective business or otherwise or joint venturer. In addition, by virtue of this
Entry Permit, there shall not be deemed to have occurred a merger of any joint enterprise between
Owner and Permittee,
9.12 Confidentiality. Permittee agrees to keep in strictest confidence all analyses,
compilations, data, studies, sales data, projections, reports, surveys, records, books, documents
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and other information provided to, prepared by or obtained by Permittee or the Permittee's
Representatives regarding the Authorized Entry Area ("Confidential Information"). Permittee
shall not disclose, publish or reveal to any person any information contained in or relating to the
Confidential Information or any other facts with respect to Permittee's Work regarding the
Authorized Entry Area, except to the extent specifically required by law and then only with prior
written notice to Owner as provided below If Permittee becomes legally compelled to disclose any
of the Confidential Information, Permittee shall use commercially reasonable efforts to provide
Owner with prompt written notice at least five (5) business days prior to disclosing any
Confidential Information so that Owner may seek a protective order or other appropriate remedy.
Permittee will furnish only that portion of the Confidential Information which is legally required
and will exercise its best efforts to obtain reliable assurance that confidential treatment will be
accorded the Confidential Information so furnished. Permittee agrees that Owner shall be entitled
to equitable relief, including injunction and specific performance, in the event of any breach of the
provisions of this Confidentiality Agreement. Such remedies shall not be deemed to be the
exclusive remedies for a breach of this Confidentiality Agreement but shall be in addition to all
other remedies available at law or in equity. Notwithstanding the foregoing, Permittee shall incur
no liability for the disclosure of Confidential Information (a) that is already known to Permittee,
b) that is, or hereafter becomes, part of the public domain other than through a breach by Permittee
of its obligations in this paragraph, (c) that Permittee receives from a third party who is not under
the confidentiality obligations contained in this paragraph, (d) in connection with litigation
including in response to subpoena in litigation, subject to the above obligation to notify Owner
above, or (g) as otherwise required by law. Each of the covenants and obligations of this Section
shall survive the termination of this Entry Permit for six (6) months.
9.13 Pre-Existing Conditions. Notwithstanding anything to the contrary herein,
nothing in this Agreement shall be deemed to impose liability on Permittee for merely discovering
the existence of a pre-existing condition that Permittee did not cause, contribute to or exacerbate.
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IN WITNESS WHEREOF, the parties have executed this Entry Permit as of the
date first above-written.
OWNER"
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:
Name: Guy Asaro
PERMITEE"
CITY OF CHULA VISTA
By:
Name:
Title:
Approved as to Form:
By:
Name:
Title: City Attorney
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EXHIBIT A
Legal Description of Owner's Property
That certain real property located in the City of Chula Vista, County of San Diego, State of
California and more particularly described as follows:
PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03,
OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.
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EXHIBIT B
Legal Description of Permittee's Property
That certain real property located in the City of Chula Vista, County of San Diego, State of
California and more particularly described as follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2 (EASTERN
URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 28, 2015.
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EXHIBIT C
Authorized Entry Area
TO BE AGREED UPON AND ATTACHED BY THE PARTIES
PRIOR TO EXECUTION AND DELIVERY OF THIS AGREEMENT]
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement
PURCHASE AND SALE AGREEMENT
LMC-Millenia Investment Company, L.P.,
a California limited partnership
Seller)
and
City of Chula Vista
Buyer)
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement i
Table of Contents
Section 1—Definitions.................................................................................................................... 1
Section 2—Sale and Purchase of Property ..................................................................................... 5
Section 3—Payment of Purchase Price........................................................................................... 6
Section 4—Escrow.......................................................................................................................... 7
Section 5—Pre-Closing Conditions Precedent ............................................................................... 9
Section 6—The Closing ................................................................................................................ 12
Section 7—Closing Costs, Prorations ........................................................................................... 13
Section 8—Representations, Warranties, and Covenants ............................................................. 14
Section 9—Possession .................................................................................................................. 19
Section 10—Buyer’s Option re Early Closing.............................................................................. 19
Section 11—Breach and Remedies. .............................................................................................. 20
Section 12—Condemnation .......................................................................................................... 21
Section 13—Casualty.................................................................................................................... 21
Section 14—Miscellaneous Provisions......................................................................................... 22
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement 1
Purchase and Sale Agreement
This Purchase and Sale Agreement ("this Agreement"), dated December 6, 2022,
Effective Date"), is executed by LMC-Millenia Investment Company, L.P., a California
limited partnership ("Seller"), and City of Chula Vista ("Buyer").
Seller and Buyer hereby agree as follows:
Section 1—Definitions. The following terms shall have the following definitions in this
Agreement:
Acceptance. As defined in the Project Development Agreement.
Accrued Soft Costs. The costs incurred by Seller prior to the Effective Date for
design, engineering, entitlement, permit processing, and related costs pertaining to the
Improvements, the amount of which is $3,145,203.00. Seller and Buyer confirm the amount of
the Accrued Soft Costs is an agreed amount to be paid that is not subject to adjustment.
Amenity Building. The single-story building having a total area of approximately
5,850 square feet to be constructed on the Land, as more particularly described in the Buildings
Plans and Specifications.
Buildings. The Library Building and the Amenity Building. The Buildings shall
be delivered in “warm shell” condition, as provided in the Buildings Plans and Specifications.
Buildings Costs. The allowed costs incurred by Seller to construct the Buildings
pursuant to the terms of the Project Development Agreement.
Buildings Plans and Specifications. The plans and specifications for construction
of the Buildings prepared by Gensler pursuant to the Design Contract that have been submitted
to and approved by the City of Chula Vista under permit application numbers B-17-0654
Library Building) and B17-0656 (Amenity Building). The Buildings Plans and Specifications
do not include the plans and specifications for the Tenant Improvements or the Parking
Structure.
Building Permits. The permits to be issued by the City of Chula Vista to allow
lawful commencement, prosecution, and completion of construction of the Buildings and the Six
Level Structure (as defined in the Project Development Agreement).
Business Day(s). Any day other than a Saturday, Sunday, or legal holiday
recognized in California.
Closing. The time and date when the Deed conveying fee title to the Real
Property is recorded in the San Diego County Recorder's Office and the payments and deliveries
required by the terms of this Agreement are made.
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Closing Date. The date on which the Closing occurs.
Construction Schedule. The schedule for completion of the Improvements to be
developed pursuant to the Project Development Agreement, as such schedule may be amended
during the course of construction of the Improvements.
Completion. As defined in the Project Development Agreement.
Construction Supervision Fee. As defined in the Project Development
Agreement.
Contractor. The general contractor to be selected by Seller and approved by
Buyer pursuant to the Project Development Agreement to complete the Improvements.
Deed. The grant deed to be used to convey title to the Real Property to Buyer.
Such deed shall be in the form and content of Exhibit 3 attached hereto.
Design Contract. The contact dated December 13, 2016, between Seller, as
owner, and M. Arthur Gensler Jr. & Associates, Inc., a California corporation dba Gensler
Gensler”), as architect, pertaining to the preparation of plans and specifications for the
construction of the Buildings on the Real Property and all amendments to such contract.
Development Agreement. That certain Development Agreement between City of
Chula Vista and McMillin Otay Ranch, LLC recorded October 27, 2009 as Document No. 2009-
0595116 of Official Records of the San Diego County Recorder, as assigned from McMillin
Otay Ranch, LLC to SLF IV – Millenia, LLC, a Delaware limited liability company, pursuant to
that certain Assignment of Development Agreement; Memorandum of Assignment of Parks
Agreement; and Confirmations Regarding Parks Agreement recorded February 22, 2011 as
Document No. 2011-0098720 of Official Records of the San Diego County Recorder, as such
Development Agreement may have been or may be amended from time to time.
Developer Fee. As defined in the Project Development Agreement.
Due Diligence Documents. The documents listed in Exhibit 2 attached hereto.
Due Diligence Period. The period commencing on the Effective Date and
continuing through March 1, 2023.
Early Work. As defined in the Project Development Agreement.
Effective Date. The date specified above.
Escrow Holder. First American Title Insurance Company.
Improvements. Collectively the Buildings, the Tenant Improvements, the Parking
Structure, and the Site Work.
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Improvements Plans and Specifications. Collectively the Buildings Plans and
Specifications, the Tenant Improvements Plans and Specifications, the Parking Structure Plans
and Specifications, and the Site Work Plans and Specifications.
Intangible Property. All intangible property to the extent owned or held by Seller
in connection with the ownership and development of the Real Property, including, without
limitation, all plans, permits, entitlements, guaranties, and warranties.
Job Close Out Deliveries. The documents and tangible items required to be
delivered by Seller to Buyer as a condition of Acceptance.
Land. That certain fee simple parcel of land located in Chula Vista, California,
more particularly described in Exhibit 1 attached hereto.
Library Obligation. Seller’s obligation to construct a library, which obligation (1)
is described in Section 4.3.1 and Exhibit D of the Development Agreement and (2) was assumed
by Seller pursuant to that certain Agreement Regarding Consent to Partial Assignment and
Transfer of Development Agreement recorded February 16, 2016, as Document No. 2016-
0064898 of Official Records of San Diego County, California.
Library Building. The multi-story library building having a total area of
approximately 169,000 square feet to be constructed on the Land, as more particularly described
in the Buildings Plans and Specifications.
Option and Right of First Refusal. The option and right of first refusal in favor of
SLF IV – Millenia, LLC, a Delaware limited liability company (“SLF IV”), a memorandum of
which was recorded February 16, 2016, as Document No. 2016-0064897 of Official Records of
San Diego County, California (“the Memorandum of Option and Right of First Refusal”).
Parking Structure. As defined in the Project Development Agreement.
Parking Structure Costs. As defined in the Project Development Agreement.
Parking Structure Plans and Specifications. As defined in the Project
Development Agreement.
Personal Property. All equipment, appliances, tools, machinery, supplies,
building materials and other personal property of every kind and character owned by Seller and
attached to, appurtenant to, located in or used in connection with the operation of the
Improvements.
Prime Contract. As defined in the Project Development Agreement.
Project. As defined in the Project Development Agreement.
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Project Development Agreement. The Project Development Agreement between
Seller and Buyer for the development and construction of the Early Work and Improvements to
be entered into concurrently herewith in form and content as Exhibit 11 attached hereto.
Permitted Encumbrances. The encumbrances to title to the Real Property, as
approved by Buyer and as provided below; however, the Permitted Encumbrances shall not
include any deeds of trust, mortgages, judgment liens, mechanic's liens, income tax liens, or
other similar liens securing monetary obligations (excluding nondelinquent real property taxes
and assessments), all of which shall be paid and/or otherwise discharged by Seller prior to or
concurrently with the Closing.
Property. The Real Property, the Personal Property, and the Intangible Property.
Property Expenses. All costs and expenses of any nature incurred or payable, or
arising in connection with, the ownership, management, maintenance, construction, repair,
replacement, restoration, or operation of the Project site or the Project, including, without
limitation, any amounts paid for: (i) the cost of supplying any utilities, the cost of operating,
maintaining, repairing, renovating and managing any utility systems, mechanical systems,
communications systems, sanitary and storm drainage systems, and the cost of supplies and
equipment and maintenance and service contracts in connection therewith; (ii) the cost of
licenses, certificates, permits and inspections; (iii) the cost of any insurance carried or required to
be carried by Developer pursuant to this Agreement with respect to the Project site or the Project;
iv) the cost of landscaping, supplies, tools, equipment and materials, and all fees, charges and
other costs incurred in connection with the management, operation, repair and maintenance of
the Project site or the Project; (v) payments under any easement, license, permit, operating
agreement, declaration, or covenant or instrument pertaining to the Project site that exist as of the
Effective Date or that are created or consented to by Developer; (vi) the cost of any
improvements, capital repairs, capital alterations, or capital equipment, required by Laws or
otherwise required under this Agreement; and (vii) real property taxes and installments of
assessments payable prior to the Closing; however Property Expenses shall not include
1) Developer’s general overhead, (2) any Property Expenses incurred prior to January 1, 2023,
or (3) any costs or expenses that are otherwise paid by Buyer or to be reimbursed by Buyer under
any other provision of this Agreement or the Project Development Agreement.
Purchase Price. The sum of the following:
Reimbursable Project Costs $76,268,188
Developer Fee* $3,300,000
Construction Supervision Fee* $2,700,000
TOTAL ESTIMATED REIMBURSABLE PROJECT
COSTS*
82,268,188
Land Acquisition Costs $11,000,000
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Previously Incurred Soft Costs $3,145,203
Estimate Total $96,413,391
The amounts shown above for Reimbursable Project Costs, Developer Fee,
and Construction Supervision Fee are estimates and are subject to adjustment
pursuant to the Project Development Agreement.
Real Property. The Land, the Early Work and the Improvements.
Reimbursable Project Costs. As defined in the Project Development Agreement.
Site Work. As defined in the Project Development Agreement.
Site Work Costs. The allowed costs incurred by Seller to construct the Site Work,
as provided in the Project Development Agreement.
Site Work Plans and Specifications. As defined in the Project Development
Agreement.
Target Closing Date. Ten Business Days following the satisfaction of the
conditions to Acceptance, as provided in the Project Development Agreement.
Tenant Improvements. The improvements to the interior of the Buildings in
excess of the “warm shell” specifications for the Buildings described in the Buildings Plans and
Specifications.
Tenant Improvements Costs. The allowed costs incurred by Seller to construct
the Tenant Improvements, as provided in the Project Development Agreement.
Tenant Improvements Plans and Specifications. The plans and specifications for
the Tenant Improvements to be developed pursuant to the Project Development Agreement.
Title Company. First American Title Insurance Company.
Title Policy. The Title Policy shall be a California Land Title Association
CLTA") owner's standard coverage policy of title insurance; however, subject to Buyer's
1) payment of the additional premium and (2) compliance with all of Title Company's additional
requirements, including obtaining an ALTA survey at Buyer's cost, Buyer may elect that the
Title Policy shall be an ALTA owner's extended coverage policy of title insurance.
Section 2—Sale and Purchase of Property. Seller hereby agrees to sell the Property to
Buyer and Buyer hereby agrees to purchase the Property from Seller at the price and on the
terms, covenants, and conditions set forth in this Agreement.
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Section 3—Payment of Purchase Price. Buyer shall pay to Seller the Purchase Price as
follows:
3.1 Initial Deposit. As used herein, “the Initial Deposit” means the sum of
9,145,203.00, which shall be delivered by Buyer to Escrow Holder and released by Escrow
Holder to Seller, as follows:
3.1.1 First Release. Within two Business Days following satisfaction or
Buyer’s waiver of the pre-Closing condition precedent in Section 5.1.1 (Title Documents),
Buyer shall deposit with Escrow Holder $500,000.00 of the Initial Deposit (“the First Release”).
Within two Business Days following Escrow Holder’s receipt of (1) the First Release,
2) Seller’s wire transfer instructions, and (3) such escrow instructions signed by Seller and
Buyer as Escrow Holder may reasonably require to release the First Release, Escrow Holder
shall release to Seller First Release. The First Release shall (1) constitute independent
consideration for Seller’s execution of this Agreement and allowing Buyer to disapprove or
approve Buyer’s pre-Closing conditions in Section 5.1 in Buyer’s sole and unfettered discretion,
2) not be refundable to Buyer for any reason other than Seller’s breach of this Agreement, and
3) be applicable to the Purchase Price together with the balance of the Initial Deposit.
Notwithstanding the foregoing, if the Land is encumbered by a deed of trust as of the Effective
Date, then, as a further condition to Escrow Holder’s release to Seller of the First Release,
Escrow Holder must be in possession of (1) a demand for payment from the beneficiary of such
deed of trust, (2) a request for full reconveyance of such deed of trust from the beneficiary of
such deed of trust, (3) an instruction from Buyer that allows Escrow Holder to pay such
beneficiary’s demand for payment from the First Release, and (4) if the amount owed to such
beneficiary exceeds the amount of the First Release, immediately available funds from Seller in
an amount to pay the balance owed to such beneficiary in excess of the First Release and an
instruction from Seller to use such funds to pay the remaining balance of the demand.
3.1.2 Second Release. Within two Business Days following (1) Escrow
Holder’s confirmation of recording of the Memorandum of Agreement (defined below) and the
Performance Deed of Trust (defined below) and (2) satisfaction or Buyer’s waiver of the pre-
Closing conditions precedent for Buyer’s benefit in Section 5.1 below, Buyer shall deposit with
Escrow Holder $5,500,000.00 of the Initial Deposit (“the Second Release”). Within two
Business Days following Escrow Holder’s receipt of (1) the Second Release, (2) Seller’s wire
transfer instructions, and (3) such escrow instructions signed by Seller and Buyer as Escrow
Holder may reasonably require to release the Second Release, Escrow Holder shall release to
Seller the Second Release. The Second Release shall be (1) applicable to the Purchase Price
together with the First Release and balance of the Initial Deposit and (2) refundable if this
Agreement is terminated under Section 5.4 or because of Seller’s breach.
3.1.3 Third Release. Within two Business Days following the date (1) Buyer
has approved and Seller has executed the Prime Contract, as provided in the Project
Development Agreement, (2) Seller (and/or Prime Contractor) has obtained the insurance
policies, payment bond(s), and performance bond(s), all in forms satisfactory to Buyer, required
under the Project Development Agreement, and (3) Seller has delivered to Escrow Holder
conditional assignments of the Prime Contract in favor of the Buyer and all other assignment
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agreements required by this Agreement or the Project Development Agreement, all in forms
satisfactory to the Buyer, Buyer shall deposit with Escrow Holder the $3,145,203.00 balance of
the Initial Deposit (“the Third Release”). Within two Business Days following Escrow
Holder’s receipt of (1) the Third Release, (2) Seller’s wire transfer instructions, and (3) such
escrow instructions signed by Seller and Buyer as Escrow Holder may reasonably require to
release the Third Release, Escrow Holder shall release to Seller the balance the Third Release.
The Third Release shall be (1) applicable to the Purchase Price together with the First Release
and Second Release and (2) refundable if this Agreement is terminated under Section 5.4 or
because of Seller’s breach.
3.2 Project Development Agreement Payments. At such times that payments are due
under the Project Development Agreement to Seller or Contractor, subject to any retention
provisions, Buyer shall pay such amounts. The amounts paid by Buyer to Seller or Contractor
under this section shall be credited to the Purchase Price.
3.3 Balance of Purchase Price. The balance of the Purchase Price shall be paid in
immediately available certified funds at the Closing.
Section 4—Escrow. Escrow Holder shall act as escrow under this Agreement. An
executed copy of this Agreement shall be delivered to Escrow Holder by both parties promptly
following the date both parties sign this Agreement, and the parties hereby instruct Escrow
Holder to act in accordance with the terms of this Agreement. Buyer and Seller shall execute
such further escrow instructions as may be required by Escrow Holder to consummate the
transactions contemplated by this Agreement, but in the event of any conflict between the
provisions of such escrow instructions and this Agreement, the provisions of this Agreement
shall control.
4.1 Buyer's Deliveries. In addition to the Initial Deposit, Buyer shall make the
following deliveries to Escrow Holder:
4.1.1 Closing Payment and Costs. No later than 10:00 a.m. on the Target
Closing Date, Buyer shall deliver to Escrow Holder immediately available funds in an amount
equal to the sum of (1) the unpaid balance of the Purchase Price and (2) Buyer's costs, fees and
prorations.
4.1.2 Buyer’s Closing Documents. No later than 3:00 p.m. of the last regular
Business Day before the Target Closing Date, Buyer shall deliver to Escrow Holder (1) an
agreement (“the Library Assumption Agreement”) in form and content as Exhibit 8 attached
hereto by which Buyer assumes the Library Obligation signed by Buyer’s duly authorized
representative before a notary public and (2) such documents, if any, required by Title Company
to release the Memorandum of Agreement and the Performance Deed of Trust.
4.2 Seller's Deliveries. Seller shall make the following deliveries:
4.2.1 Closing Deliveries to Escrow. No later than 3:00 p.m. of the last regular
Business Day before the Target Closing Date, Seller shall deliver to Escrow Holder:
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4.2.1.1 The Seller's Grant Deed. The Deed conveying the Real Property
to Buyer, signed by Seller before a notary public, together with such additional documents as
Title Company requires to issue the Title Policy, including, if applicable an owner's affidavit and
a gap indemnity agreement.
4.2.1.2 General Assignment. A General Assignment in substantially the
form and of content as Exhibit 4 signed by Seller.
4.2.1.3 Bill of Sale. A Bill of Sale in form and of content as Exhibit 5
signed by Seller.
4.2.1.4 Discharge of Encumbrances, Seller's Charges. If the funds
deposited with Escrow Holder by Buyer are insufficient to (1) discharge all encumbrances other
than the Permitted Encumbrances and (2) pay the charges to Seller's prorations, fees and costs,
Seller shall deliver to Escrow Holder sufficient funds and instruments to discharge and pay such
encumbrances and charges.
4.2.1.5 Affidavit of Non-Foreign Status. Declarations bearing Seller's
signature pursuant to (1) Internal Revenue Code section 1445, confirming that Seller is not a
foreign person and (2) California Revenue and Taxation Code section 18662, confirming
whether this transaction is subject to California at-source withholding. The declaration under
Internal Revenue Code section 1445 shall be substantially in form and of content as Exhibit 6
attached hereto. If this transaction is subject to withholding under Internal Revenue Code
section 1445, California Revenue and Taxation Code section 18662, or other applicable law
requiring at-source withholding with respect to the Purchase Price payable to Seller, Seller
authorizes Escrow Holder to comply with such laws and withhold from Seller the portion of the
Purchase Price required to be withheld to comply with such laws. If the cash proceeds otherwise
payable to Seller at the Closing are insufficient to satisfy the amount required to be withheld,
then, on or before 3:00 p.m. on the Business Day preceding the Target Closing Date, Seller shall
deposit with Escrow Holder immediately available funds in an amount such that, with the other
cash funds payable to Seller at the Closing, Escrow Holder shall have sufficient funds to satisfy
the withholding requirement.
4.2.1.6 Reconfirmation of Representations. A written statement signed
by Seller that confirms that, during the period from the Effective Date to the Closing Date,
nothing has occurred (and Seller has not become aware of any facts) that, to Seller's actual
knowledge, causes any of the Seller's representations and warranties contained in this Agreement
to be materially untrue and that, to Seller's actual knowledge, all of the representations and
warranties contained in this Agreement remain true and are reconfirmed as of the Closing Date;
however, Seller's written statement may except any occurrences or facts as to which Seller has,
prior to the Closing, delivered to Buyer written notice and, as provided below, Buyer has,
nevertheless, elected to proceed with the Closing. The written statement shall be substantially in
form and content as Exhibit 7 attached hereto.
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4.2.1.7 Library Assumption Agreement. A counterpart of the Library
Assumption Agreement signed by Seller’s duly authorized representative.
4.2.2 Additional Deliveries.
4.2.2.1 Due Diligence Documents. Within two Business Days following
the Effective Date, Seller shall deliver to Buyer or Buyer's agent the Due Diligence Documents.
Such delivery may be accomplished by online access to one or more digital folders that contain
copies of the Due Diligence Documents. Buyer reserves the right to require production of
original versions of Due Diligence documents where reasonably available.
4.2.2.2 Memorandum of Agreement. Within three Business Days
following (1) satisfaction or Buyer’s waiver of the pre-Closing conditions precedent in
Section 5.1 below and (2) satisfaction of the pre-Closing condition precedent in Section 5.3
below, Seller shall deliver to Escrow Holder (i) a Memorandum of Agreement in form and
content as Exhibit 9 attached hereto (“the Memorandum of Agreement”) signed by Seller’s
duly authorized representative before a notary public and (ii) instructions to Escrow Holder to
record the Memorandum of Agreement.
4.2.2.3 Performance Deed of Trust. Within three Business Days
following (1) satisfaction or Buyer’s waiver of the pre-Closing conditions precedent in
Section 5.1 below and (2) satisfaction of the pre-Closing condition precedent in Section 5.3
below, Seller shall deliver to Escrow Holder (i) a Deed of Trust in form and content as
Exhibit 10 attached hereto (“the Performance Deed of Trust”) signed by Seller’s duly
authorized representative before a notary public and (ii) instructions to Escrow Holder to record
the Performance Deed of Trust.
Section 5—Pre-Closing Conditions Precedent.
5.1 Buyer’s Conditions Precedent. Buyer's obligations under this Agreement
including the obligation to deliver to Escrow Holder the Purchase Price) are subject to each of
the following conditions precedent for Buyer’s benefit:
5.1.1 Title Documents. On or before the Title Review Date, Buyer shall have
reviewed and approved a preliminary report issued by the Title Company pertaining to the Real
Property with a copy of all instruments described in the preliminary report evidencing exceptions
to title thereto (the preliminary report and copies of exceptions are referred to herein as the
Title Report"). As used herein, the term "Title Review Date" shall mean December 20,
2022. If, on or prior to the Title Review Date, Buyer delivers to Seller written notice of Buyer's
disapproval of any of the encumbrances disclosed by the Title Report, then, within five Business
Days following Seller's receipt of such notice, Seller shall provide to Buyer written notice of
whether Seller shall eliminate such disapproved encumbrance(s) prior to or concurrently with the
Closing. If Seller's responding notice states that all encumbrances disapproved by Buyer shall be
eliminated prior to or concurrently with the Closing, then (1) the condition under this paragraph
shall be deemed satisfied and waived and (2) Seller shall, as a condition to the Closing, cause the
disapproved encumbrance(s) to be eliminated. If Seller's responding notice states that one or
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more of the disapproved encumbrances shall not be eliminated prior to or concurrently with the
Closing, then, for a period of ten Business Days following Buyer's receipt of Seller's responding
notice, Buyer may elect to (1) waive the disapproval of the encumbrance(s) and accept the
encumbrance(s) as part of the Permitted Encumbrances or (2) terminate this Agreement as
provided in Section 5.4 below. The exceptions to the Title Report approved by Buyer shall
constitute "Permitted Encumbrances" for all purposes of this Agreement. If Title Company
subsequently issues a supplement to the Title Report, Buyer shall have until the later of the Title
Review Date or ten Business Days following Buyer's receipt of the supplement to review and
approve or disapprove the matter disclosed in the supplement. If the matter disclosed in the
supplement is not timely approved, then either party may terminate this Agreement, as provided
in Section 5.4 below. If the matter disclosed in the supplement is timely disapproved, then it
shall be subject to the same procedure described above for an item disclosed in the Title Report
as to which Buyer has delivered timely written notice of disapproval; however, Buyer shall not
be obligated to disapprove any matter disclosed in a supplement that is a lien or other monetary
encumbrance.
5.1.2 Buyer's Feasibility. On or before expiration of the Due Diligence Period,
Buyer shall have reviewed and approved Buyer's feasibility analysis of Buyer's proposed
purchase and development of the Property, including Buyer's review and approval of the Due
Diligence Documents, the physical condition of the Property, feasibility of Buyer's proposed
development, and existing permits and approvals. From and after the Effective Date, Buyer and
its agents, employees, and contractors shall be afforded reasonable access to the Property during
normal business hours upon reasonable notice to Seller for the purpose of making such
investigations as Buyer deems prudent with respect to the physical condition of the Property.
Buyer shall indemnify and hold harmless Seller and the Property from all claims, liens, losses,
damages, fines, and liabilities (including court costs and attorney's fees) arising from Buyer's
entry upon the Property; however, Buyer shall not be obligated to indemnify Seller for the
negligence or willful misconduct of Seller and/or Seller’s agents, employees, or contractors.
5.1.3 Waiver of Option. On or before expiration of the Due Diligence Period,
Escrow Holder shall have received (1) a written agreement signed by SLF IV’s duly authorized
representative before a notary public by which SLF IV agrees to rescind any and all rights SLF
IV may have to purchase the Real Property pursuant to the Option and Right of First Refusal and
2) such other documents as Title Company may require to issue the Title Policy without the
Memorandum of Option and Right of First Refusal as an exception to coverage.
5.1.4 Confirmation of State Funding Availability. On or before expiration of
the Due Diligence Period, Buyer shall have entered into contracts with the State of California on
terms acceptable to Buyer in its sole discretion, providing for no less than $30,000,000.00 in
funding that can used, in a timely manner, for Buyer’s acquisition and development of the
Library Building, or Buyer’s payments towards other cost components of the Purchase Price.
5.1.5 Lease Agreement with SDSU. On or before expiration of the Due
Diligence Period, Buyer shall have entered into a lease agreement with San Diego State
University (“SDSU”) for SDSU’s occupancy of at least 50,000 gross square feet of the Library
Building on substantially the terms set forth in that certain Memorandum of Understanding
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SDSU Film and TV Production Studios Project Chula Vista] between Buyer and SDSU, dated
effective September 2, 2022.
5.1.6 Early Work. Developer shall perform and complete the Early Work in a
manner that allows the City of Chula Vista, in its regulatory capacity (not as Buyer under this
Agreement), to have inspected and approved the Early Work on or before February 28, 2023.
5.2 Satisfaction/Waiver. Buyer may unilaterally disapprove or waive any pre-Closing
condition described in Section 5.1 above in Buyer's sole and unfettered discretion. Satisfaction
or waiver of a pre-Closing condition shall be effective only if the satisfaction or waiver is (1) in
writing and (2) delivered to Seller.
5.3 Seller’s Condition Precedent--Waiver of Option. Seller’s obligations under this
Agreement are subject to the condition precedent for Seller’s benefit that, on or before
January 31, 2023, Escrow Holder shall have received (1) a written agreement signed by SLF
IV’s duly authorized representative before a notary public by which SLF IV agrees to rescind
any and all rights SLF IV may have to purchase the Real Property pursuant to the Option and
Right of First Refusal and (2) such other documents as Title Company may require to issue the
Title Policy without the Memorandum of Option and Right of First Refusal as an exception to
coverage.
5.4 Termination of this Agreement. In the event any of the pre-Closing conditions
precedent described in Sections 5.1 and 5.3 above is not timely satisfied or waived within the
time periods provided above, either party may terminate this Agreement by delivering to the
other party a notice of termination; however, if Seller delivers to Buyer a notice of termination
with respect to one or more of the conditions precedent in Section 5.1 above, then Seller's notice
of termination shall not be effective if, within 20 Business Days following Seller's delivery to
Buyer of the notice of termination, Buyer delivers to Seller Buyer's written waiver of the
condition(s) that, as of the date of delivery of Seller's notice of termination, had not previously
been timely satisfied or waived. If this Agreement is terminated as provided in the preceding
sentence, then (1) all costs incurred by Escrow Holder shall be borne by the party responsible for
such costs as provided herein, (2) if the Memorandum of Agreement has been recorded, Buyer
shall cause to be recorded a release of the Memorandum of Agreement, (3) if the Performance
Deed of Trust has been recorded, Buyer shall cause to be recorded a release of the Performance
Deed of Trust, (4) Seller shall retain the First Release, (5) if Escrow Holder has delivered to
Seller the Second Release, then Seller shall refund to Buyer the Second Release, (6) Escrow
Holder shall refund to Buyer the remaining balance, if any, of the Initial Deposit held by Escrow
Holder (including the amount designated for the Second Release if Escrow Holder did not
deliver to Seller the Second Release), (7) Buyer shall reimburse Seller for the costs incurred by
Seller to perform the Early Work, and (8) thereafter, no party shall have any further rights or
obligations under this Agreement other than Buyer's indemnity obligation in Section 5.1.2
above.
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Section 6—The Closing. The parties further agree:
6.1 Conditions to Closing. Escrow Holder shall accomplish the Closing on the Target
Closing Date by (1) filing for record the Deed (and such other documents as may be necessary to
procure the Title Policy) and (2) delivering funds and documents to the parties when all of the
following conditions have been satisfied:
6.1.1 Deliveries. All funds and documents required to be delivered to Escrow
Holder have been delivered to Escrow Holder.
6.1.2 Pre-Closing Conditions. All of the conditions precedent set forth in
Section 5.1 and Section 5.3 have been, or upon Closing shall be, satisfied or waived in the
manner specified in said sections.
6.1.3 Owner’s Title Policy. Escrow Holder can procure from Title Company
the Title Policy with liability in the amount of the Purchase Price, insuring that fee title to the
Real Property vests in Buyer subject only to:
6.1.3.1 General and special real estate taxes and assessments that are, as
of the Closing, not delinquent.
6.1.3.2 Supplemental taxes, if any, pursuant to California Revenue and
Taxation Code section 75, et seq., that are assessed and pertain to the period of time after the
Closing.
6.1.3.3 The Permitted Encumbrances.
6.1.3.4 All encumbrances voluntarily imposed by Buyer, including the
Library Assumption Agreement.
6.1.4 Acceptance of Improvements. Provided Buyer has not delivered an Early
Closing Notice (defined below), Acceptance shall have occurred, as provided under the terms of
the Project Development Agreement.
6.1.5 Performance. Seller and Buyer shall have performed any and all other
material obligations to be performed prior to the Closing by Seller and Buyer, respectively, under
the terms of this Agreement.
6.2 Delayed Closing. If the Closing has not occurred prior to the Target Closing
Date, then a party not in breach may deliver to the other party written notice ("a Termination
Notice") to terminate this Agreement. If (1) a party delivers a Termination Notice and (2) the
Closing does not occur within ten Business Days following delivery of the Termination Notice,
then the following shall apply:
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6.2.1 If the Closing fails to occur as a consequence of a material breach by the
party receiving the Termination Notice, then this Agreement shall terminate, and the non-
breaching party shall have the remedies in Section 11 below.
6.2.2 If the Closing fails to occur as a consequence of a failure of a condition
precedent and neither party is in default, then this Agreement shall terminate; however, the party
receiving the Termination Notice may postpone termination of this Agreement for ten additional
Business Days if such receiving party delivers to the sending party a written notice (“a
Postponement Notice”) electing to postpone termination of this Agreement. A Postponement
Notice must be delivered by the receiving party to the sending party within ten Business Days
following the receiving party's receipt of the Termination Notice. If the conditions to Closing
are satisfied within such additional ten Business Days, then the Closing shall occur. If the
conditions to Closing are not satisfied within such additional ten Business Days, then this
Agreement shall terminate. If this Agreement terminated under this section, then (1) Buyer shall
deliver to Seller such documents as may be required to release the Memorandum of Agreement
and Performance Deed of Trust, (2) Buyer shall pay all Reimbursable Project Costs accrued
through the termination date, and (3) if amount of the Second Release exceeds the total
Reimbursable Project Costs incurred prior to the termination date, then Seller shall refund to
Buyer the amount of such excess.
6.2.3 Notwithstanding the foregoing, if (1) Seller delivers to Buyer a
Termination Notice or (2) Buyer could deliver to Seller a Termination Notice, but elects not to
do so, then (i) Buyer may waive any of Closing conditions in Section 6.1 and complete the
Closing and (ii) if a party is in breach of such party's obligations under this Agreement, then the
other party shall retain all remedies and the consequences of such breach shall be resolved after
the Closing.
Section 7—Closing Costs, Prorations. Expenses in connection with the transactions
contemplated by this Agreement shall be paid as follows:
7.1 Seller's Costs. Seller shall pay for the following:
7.1.1 Customary seller's recording and filing fees.
7.1.2 The documentary transfer tax, if any, due on the conveyance and sale of
the Property to Buyer.
7.1.3 The portion of the cost of the Title Policy attributable to a CLTA owner's
standard coverage policy of title insurance without endorsements.
7.1.4 The cost to obtain a natural hazards disclosure report (e.g., flood plain,
earthquake, etc.) from a reputable company selected by Seller.
7.1.5 One-half of Escrow Holder's fees.
7.2 Buyer's Costs. Buyer shall pay for the following:
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7.2.1 Customary buyer's recording and filing fees.
7.2.2 The portion of the cost of the Title Policy in excess of the cost to be paid
by Seller, as provided above.
7.2.3 One-half of Escrow Holder's fees.
7.3 Prorations. All non-delinquent real property taxes and other items of expense
pertaining to the Property shall be prorated between Seller and Buyer as of the Closing Date.
7.3.1 Time of Prorations. Prorations shall be made as of 12:01 a.m. on the
Closing Date, with Buyer to be charged for all expenses for such day. All prorations shall be
final, except as otherwise provided herein.
7.3.2 Unknown Amounts. If the amount of any prorated item is not known at
Closing, the parties agree that such item shall be (1) prorated at Closing upon the basis of the
best information available and (2) adjusted when the actual amount of such item is known, with
appropriate charges and credits to be made. If subsequent to the Closing any adjustment
pursuant to this section is required, then either party hereto entitled to payment shall invoice the
other party for such amount as may be owing, and such amount shall be paid within 10 days
following receipt of the invoice. The provisions of this section shall survive the Closing.
7.3.4 Dispute re Purchase Price. If as of the Target Closing Date the exact
amount of the Reimbursable Project Costs cannot be determined with certainty because of a
dispute or otherwise, then (1) the Closing shall not be delayed, (2) Buyer may withhold from the
Closing deposit of the balance of the Purchase Price an amount reasonably estimated to be the
uncertain or disputed amount, and (3) Seller and Buyer shall resolve the uncertainty or dispute
after the Closing.
7.3.5 Property Expenses. Pending the Closing Date, Seller shall pay Property
Expenses and Buyer shall reimburse Seller for Property Expenses within 30 days following
Buyer’s receipt from Seller of an invoice therefor along with such evidence reasonably required
by Buyer of the nature and amount of the Property Expenses for which Seller seeks to be
reimbursed. Buyer’s reimbursement of Property Expenses shall not be applicable to the
Purchase Price.
Section 8—Representations, Warranties, and Covenants. Buyer and Seller further agree
as follows:
8.1 Disclaimer of Warranties. Except as provided in this Agreement, or in the Project
Development Agreement, Buyer acknowledges and agrees that Seller has not made, does not
make, and specifically negates and disclaims any representations, warranties, promises,
covenants, agreements or guaranties of any kind or character whatsoever, whether express or
implied, oral or written, past, present, or future, of, as to, concerning, or with respect to the
Property.
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8.2 Seller's Representations and Warranties. Seller hereby represents and warrants to
Buyer as of the Effective Date:
8.2.1 Authority and Organization. Seller has all requisite power and authority to
execute this Agreement and consummate the transactions contemplated by this Agreement.
Seller is a limited partnership duly organized, validly existing, and in good standing under the
laws of California, is duly authorized to do business in and in good standing in California, and
has all requisite power and authority to own the property that Seller now owns.
8.2.2 Litigation. To the best of Seller's knowledge, after reasonable inquiry, no
actions, suits or proceedings are pending or threatened against or affecting Seller or the Property
in any court at law or in equity or before or by any governmental department, commission,
board, bureau, agency or instrumentality, an adverse decision in which might materially affect
the Property or Seller's ability to perform Seller's obligations under this Agreement.
8.2.3 No Violation of Restrictions. Seller has not received written notice of any
violation of any zoning or subdivision ordinances or regulations, building codes, regulations,
restrictive covenants or other restrictions to which the Property is subject.
8.2.4 Rights of Others. Other than the Option and Right of First Refusal, no
person or entity has any option or right of first refusal that is still effective to acquire all or any
portion of the Property.
8.2.5 Payment of Cost for Labor and Materials. All sums payable by Seller by
reason of any labor or materials heretofore furnished with respect to the Property have been, or,
subject to Buyer’s payment of the Purchase Price, prior to Closing shall be, paid; however, if a
dispute exists in connection with such sums so payable that results in a recorded lien against the
Property, Seller shall record a lien release bond under Civil Code section 8424 with respect to
any recorded claim of lien encumbering the Property and, upon recording such bond, Seller’s
representation in this section shall be deemed to be accurate.
8.2.6 Creditors. Seller has not (i) made a general assignment for the benefit of
creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary
petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all,
or substantially all, of Seller's assets, (iv) suffered attachment or other judicial seizure of all, or
substantially all, of Seller's assets, or (v) admitted in writing Seller's inability to pay Seller's
debts as they become due.
8.2.7 Seller Not a Foreign Person. Seller is not a foreign person within the
meaning of Section 1445(f)(3) of the Internal Revenue Code of 1954, as amended, and Seller
shall furnish to Buyer, prior to Closing, an affidavit confirming the same.
8.2.8 Due Diligence Documents. To the best of Seller's actual knowledge, the
Due Diligence Documents delivered by Seller to Buyer are complete copies of the originals of
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such documents. Further, such documents contain no material misstatements or omissions of
fact known by Seller with respect to the Property to the best of Seller’s actual knowledge.
8.2.9 Hazardous Materials. To the best of Seller's actual knowledge except as
disclosed in the Due Diligence Documents, there are and have not been any Hazardous Materials
on, under or about the Property in violation of any federal, state, or local law, ordinance or
regulation promulgated thereunder relating to Hazardous Materials, including soil and
groundwater conditions. As used herein, the term "Hazardous Materials" shall mean
a) "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste," as defined
in Chapter 6.5 of Division 20 (Section 25100, et seq.) of the California Health and Safety Code,
as amended, or any successor statute, (b) "hazardous substance," as defined in the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
section 9601, et seq.), as amended, or any successor statute, (c) "hazardous material," as defined
in the Hazardous Materials Transportation Act (49 U.S.C. section 1801, et seq.), as amended, or
any successor statute, (d) "hazardous waste," "solid waste," "sludge," "used oil," "recycled oil,"
lubricating oil," and "re-refined oil," as defined in the Resource Conservation and Recovery Act
of 1976 (42 U.S.C. section 6901, et seq.), as amended, or any successor statute, (e) "hazardous
substance," as defined in the Carpenter-Presley-Tanner Hazardous Substance Account Act,
Chapter 6.8 of Division 20 (Section 25300, et seq.) of the California Health and Safety Code, as
amended, or any successor statute, (f) "hazardous substance," as defined in Chapter 6.7 of
Division 20 (Section 25280, et seq.) of the California Health and Safety Code, as amended, or
any successor statute, (g) "hazardous material," "hazardous substance," or "hazardous waste," as
defined in Chapter 6.95 of Division 20 (Section 25501, et seq.) of the California Health and
Safety Code, as amended, or any successor statute, (h) "hazardous substance," as defined in
Clean Water Act (33 U.S.C. section 1251, et seq.), as amended, or any successor statute,
i) asbestos or products containing asbestos or (j) any substances, materials or wastes listed in
1) the United States Department of Transportation Hazardous Materials Table (49 C.F.R.
section 172.101), as amended, (2) the Environmental Protection Agency List (40 C.F.R.
Part 302), as amended, or (3) the list published in Title 26 of the California Administrative Code,
as amended.
8.2.10 Physical Condition of the Property. To the best of Seller's actual
knowledge, except as disclosed in the Due Diligence Documents, Seller represents that there are
no material defects in the physical condition of the Land that would prevent or inhibit the
development of the Land with the Early Work and/or the Improvements.
8.3 Survival of Covenants, Representations and Warranties; Seller's Knowledge.
8.3.1 Survival. All of the covenants, representations and warranties of Seller set
forth in Section 8.2 shall survive the Closing and the delivery of the Deed; however, if, after the
Closing, Buyer discovers a breach of any representation or warranty in Section 8.2, then any
action by Buyer for breach of such representation or warranty under Section 8.2 must be
commenced within two (2) years after the Closing.
8.3.2 Pre-Closing Remedies. If either party discovers (1) any material
misrepresentation of Seller or any material breach of Seller's representations or warranties
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hereunder or (2) a change in circumstances occurs that causes one or more of Seller's
representations above to be materially untrue, then, the party making such discovery shall
promptly provide to the other party notice of such discovery. If after the Effective Date and prior
to the Closing Buyer discovers (by notice from Seller or otherwise) (1) any material
misrepresentation of Seller or any material breach of Seller's representations or warranties
hereunder or (2) a change in circumstances occurs that causes one or more of Seller's
representations above to be materially untrue, then the following shall apply:
8.3.2.1 Termination for Misrepresentation. If Buyer discovers a
material misrepresentation or material breach of Seller's representations or warranties (i.e., not a
change of circumstances), by receipt of a notice from Seller, or otherwise, then for a period of
45 days following Buyer's discovery of the material misrepresentation, Buyer shall have the right
to terminate this Agreement by delivering to Seller written notice of Buyer's election to
terminate, and, if Buyer elects to terminate this Agreement, then, subject to the waiver of
consequential damages below, Buyer shall have all rights and remedies arising out of such
misrepresentation. Buyer's failure to deliver written notice to terminate or, in the alternative,
some other form of resolution while reserving Buyer’s right to terminate, prior to the expiration
of such 45-day period shall be deemed to be Buyer's election not to terminate this Agreement. If,
notwithstanding Buyer's discovery of a misrepresentation by Seller, Buyer elects to not to
terminate this Agreement, unless the parties otherwise agree in writing, such election shall, upon
the Closing, constitute a waiver by Buyer of any and all claims relating to such
misrepresentation.
8.3.2.2 Change of Circumstances. If (1) after the Effective Date a
change of circumstances occurs that causes one of Seller’s representation to become materially
untrue and (2) such change of circumstances does not arise out of Seller’s negligence, willful
misconduct, or breach of this Agreement, then this Agreement shall remain in full effect and the
parties’ obligations shall remain unchanged (i.e., Buyer shall not have a right to terminate this
Agreement or adjustment to the Purchase Price following such change of circumstances). If
1) after the Effective Date a change of circumstances occurs that causes one of Seller’s
representation to become materially untrue and (2) such change of circumstances arises out of
Seller’s negligence, willful misconduct, or breach of this Agreement, then Buyer shall have the
same rights under Section 8.3.2.1 as if such change of circumstances were a material
misrepresentation by Seller.
8.3.3 Seller's Knowledge. For purposes of this Agreement, the terms "to the
best of Seller's actual knowledge" and similar terms or phrases shall mean the actual, present
knowledge of Lee M. Chesnut, Susan Guerra, and Mary Kay Jordan (each a "Seller's
Knowledge Party") following investigation of files in Seller's possession or control, but shall
not include any duty of additional investigation. Seller represents and warrants that Seller's
Knowledge Parties are the representatives on behalf of Seller who have the best involvement and
responsibility for the Property so as to have such knowledge. Notwithstanding the foregoing, in
no event is any personal liability to be asserted against or in any manner assumed by a Seller's
Knowledge Party, who is acting solely as Seller's representative.
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8.4 Seller's Pre-Closing Covenants. Seller hereby covenants and agrees with Buyer
that, pending the Closing or termination of this Agreement:
8.4.1 No Granting of Interest in Property. Except as may be reasonably
required to complete the Early Work and/or the Improvements (e.g., utility easements) and
subject to Buyer’s prior written consent, which consent shall not be unreasonably withheld,
Seller shall not grant to or purport to create any interest in the Property to any third party or any
entity holding title to the Property. Notwithstanding the foregoing, without Buyer’s prior written
consent, which consent may be withheld in Buyer’s sole and unfettered discretion, Seller shall
not encumber the Property with any mortgage, deed of trust, or other lien to secure any loan(s)
made to Seller.
8.4.2 Notice of Assessment/Violation. Promptly after Seller becomes aware
thereof, Seller shall notify Buyer in writing of (1) any levy or threatened levy of any pre-Closing
governmental assessment affecting the Property and/or (2) any alleged violation of any law,
regulation, ordinance, order or other requirement of any governmental authority (including but
not limited to Buyer) affecting any of the Property.
8.4.3 Access to Books and Records. Upon reasonable notice, Buyer shall be
afforded access during normal business hours to all books and records in Seller's custody or
control that relate to the Property, including any and all documents related to construction of the
Improvements and Early Work. Notwithstanding the foregoing, Seller shall not be obligated to
give Buyer access to Seller's tax returns, Seller's internal appraisals of value of the Property, if
any, or documents that pertain to Seller's internal management of Seller's corporate, partnership
or limited liability company affairs.
8.4.4 Project Development Agreement; Completion of the Improvements.
Seller shall (1) perform Seller’s obligations under the Project Development Agreement and
2) following (i) issuance of the Building Permit and (ii) release to Seller of the Initial Deposit,
use commercially reasonable efforts to cause Contractor to complete the Improvements in
accordance with the Improvements Plans and Specifications and within the time periods
specified in the Construction Schedule.
8.4.5 Insurance and Bonds. Commencing on the date Contractor commences
construction of the Early Work and Improvements, Seller shall maintain in force (and cause
Contractor to maintain in force) the policies of insurance and bonds described in the Project
Development Agreement.
8.5 Buyer’s Pre-Closing Covenants. Buyer hereby covenants and agrees with Seller
that, pending the Closing or termination of this Agreement, Buyer shall (1) perform Buyer’s
obligations under the Project Development Agreement and (2) use commercially reasonable
efforts to timely respond to Seller’s and Contractor’s requests for information and approvals
related to the Early Work and/or the Improvements.
8.6 Mutual Indemnity.
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8.6.1 Seller’s Indemnity. Seller shall defend, indemnify and hold harmless
Buyer and Buyer’s Parties from and against any and all claims, losses, liabilities, fines, penalties
and damages (including reasonable attorney's fees and other costs of defense) arising out of or
relating to (1) Seller's ownership of the Property prior to the Closing Date or (2) Seller’s breach
of Seller’s obligations under this Agreement; however, nothing contained in this section shall be
construed to limit or otherwise affect (1) Seller’s warranty obligations under the Project
Development Agreement or (2) Seller’s express representations contained in this Agreement that
survive the Closing. As used herein, “Buyer’s Parties” means Buyer’s elected and appointed
officers and officials, agents, employees, and representatives.
8.6.2 Buyer’s Indemnity. Buyer shall defend, indemnify and hold harmless
Seller and Seller’s Parties from and against any and all claims, losses, liabilities, fines, penalties
and damages (including reasonable attorney's fees and other costs of defense) arising out of or
relating to (1) Buyer's ownership of the Property after the Closing Date or (2) Buyer’s breach of
Buyer’s obligations under this Agreement; however, nothing contained in this section shall be
construed to limit or otherwise affect (1) Seller’s warranty obligations under the Project
Development Agreement or (2) Seller’s express representations contained in this Agreement that
survive the Closing. As used herein, “Seller’s Parties” means Seller’s agents, employees,
partners, managers, and officers.
Section 9—Possession. Subject to the rights of parties having the benefit of any
Permitted Encumbrances that create possessory interests, if any, Seller shall deliver possession of
the Property as required under the Project Development Agreement; however, Buyer's authorized
representatives shall have reasonable access to the Property for the purposes of (1) satisfaction of
any conditions precedent to the Closing contained herein and (2) Buyer's becoming familiar with
the physical condition of the Property and inspecting the Improvements and Early Work during
construction thereof.
Section 10—Buyer’s Option re Early Closing. Buyer shall have the option, at any time
and without cause, to complete the Closing prior to the Target Closing Date. To exercise such
option, Buyer shall deliver to Seller a written notice (an “Early Closing Notice") that states
1) Buyer elects to complete the Closing prior to the Target Closing Date and (2) the date on
which Buyer wants to complete the Closing, which date shall be not less than three weeks
following the date Seller received the Early Closing Notice and not more than six weeks
following the date Seller received the Early Closing Notice. If Buyer delivers an Early Closing
Notice, then the following shall apply:
10.1 Target Closing Date. The Target Closing Date shall be the date specified
by Buyer in the Early Closing Notice.
10.2 Assignment of Contracts; Continued Performance. On the Closing Date,
Seller shall assign to Buyer and Buyer shall assume Seller’s rights and obligations under the
Prime Contract, the Design Contract, and all other contracts executed by Seller relating to the
Early Work and/or the Improvements to the extent that all obligations under such contracts have
not been fully performed as of the Closing Date (the Prime Contract, the Design Contract, and
such other contracts are herein collectively referred to as “the Executory Contracts”). Without
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limiting the generality of the foregoing, Buyer shall assume Seller’s rights and obligations under
the Executory Contracts to pay all amounts that (1) are accrued, but unpaid, as of the Closing
Date and (2) accrue on and after the Closing Date. Pending the Closing Date, Seller shall
continue to perform Seller’s obligations under the Executory Contracts and this Agreement.
Buyer shall indemnify and hold harmless Seller from all obligations that arise under the
Executory Contracts on and after the Closing Date and Seller shall defend, indemnify, and hold
harmless Buyer from all obligations that were required to be performed by Seller or liabilities
that arose as a result of Seller’s negligence or willful misconduct prior to the Closing Date. On
the Closing Date, Seller shall also (1) assign to Buyer all rights Seller may have under the
performance bond described in the Project Development Agreement and (2) deliver to Buyer a
written list and description of all claims, in any, that may then be pending or threatened in
connection with construction of the Early Work or Improvements.
10.3 Purchase Price. To calculate the Purchase Price, the amounts related to
the Buildings Cost, Tenant Improvements Cost (if any), Parking Structure Cost, and Site Work
Cost components shall be the amounts paid by Buyer under the terms of the Project
Development Agreement with respect to such components prior to the Closing Date.
10.4 Delivery of Documents. On the Closing Date (or as soon as practicable
thereafter), Seller shall deliver to Buyer all documents in Seller’s possession related to
construction of the Early Work and Improvements. To the extent practicable, Seller shall deliver
to Buyer the Job Close-Out Deliveries for Improvements completed up to the Closing Date;
however, Seller shall not be obligated to deliver any Job Close-Out Deliveries that are not due or
otherwise available as of the revised Target Closing Date (e.g., Seller shall not be obligated to
deliver to Buyer a lien release from Contractor for the final payment of Improvements not yet
constructed and paid for under the terms of the Project Development Agreement).
10.5 Developer/Construction Supervision Fees. On the Closing Date, Buyer
shall pay to Seller the amount, if any, of accrued, but unpaid, Construction Supervision Fee and
Developer Fee under the Project Development Agreement, however, if such amount cannot be
accurately calculated as of the Closing Date, then such amount shall be estimated as of the
Closing Date and a reconciliation shall be completed promptly following the Closing Date.
Seller shall not be entitled to any Construction Supervision Fee or Developer Fee with respect to
the cost to complete the Improvements that accrues after the Closing Date.
10.6 Effect of Exercise of Option on Buyer’s Remedies for Seller’s Breach. If
Seller breaches Seller's obligations under this Agreement, Buyer may exercise Buyer’s option
under this section without impairing Buyer’s remedies against Seller arising out of such breach.
Section 11—Breach and Remedies.
11.1 Breach. A party shall be in breach under this Agreement if (1) such party
is in breach of such party’s obligations under the Project Development Agreement or (2) such
party fails to perform such party's obligations under this Agreement and such failure continues
for ten Business Days following such party’s receipt from the other party of written notice of
such failure; however, if such failure cannot reasonably be cured within such ten Business Day
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period, such party shall not be in breach if such party commences to cure within such ten
Business Day period and thereafter diligently proceeds to cure such failure.
11.2 Seller’s Remedies. If Buyer is in breach of Buyer’s obligations under the
Project Development Agreement, then Seller shall have Seller’s remedies provided in the Project
Development Agreement. If Buyer is in breach of Buyer’s obligations under this Agreement,
then, subject to the waiver below, Seller shall have all rights and remedies allowed under
applicable law.
11.3 Buyer’s Remedies. If Seller is in breach of Seller’s obligations under the
Project Development Agreement, then Buyer shall have Buyer’s remedies provided in the
Project Development Agreement. If Seller is in breach of Seller’s obligations under this
Agreement, then, subject to the waiver below, Buyer shall have all rights and remedies allowed
under applicable law, including specific performance and/or foreclosure of the Performance
Deed of Trust.
11.4 Waiver. Notwithstanding anything in this Agreement to the contrary, in
no event shall either party be entitled to recover from the other party any punitive, consequential,
or speculative damages.
Section 12—Condemnation. In the event of commencement of a condemnation
proceeding relating to the Property, Buyer may terminate this Agreement if Buyer reasonably
determines that such condemnation will adversely affect Buyer's intended use of, or access to,
the Property. Buyer's option to terminate this Agreement as a consequence of such
condemnation must be exercised by Buyer's delivery to Seller of written notice within 120 days
following the date Buyer first receives notice of the condemnation. If Buyer timely terminates
this Agreement as a consequence of such condemnation, Buyer and Seller may each assert all
claims against the condemning authority arising out of such condemnation. If Buyer does not
terminate this Agreement, Buyer and Seller shall complete the Closing in accordance with this
Agreement, all rights to condemnation proceeds otherwise payable to Seller on account of such
condemnation shall be assigned to Buyer at Closing, and, pending Closing, Seller shall not settle
such matters with the condemnor without Buyer's consent; however, if such condemnation
impairs Seller’s performance of Seller’s obligations under the Project Development Agreement,
such condemnation shall be a Force Majeure Event (as defined in the Project Development
Agreement).
Section 13—Casualty.
If (1) prior to the Closing Date the Early Work and/or the Improvements are damaged by
fire or other casualty and (2) Buyer does not elect to deliver an Early Closing Notice, then (i) this
Agreement shall remain in effect (i.e., neither party shall have the right to terminate this
Agreement as a consequence of such casualty), (ii) an equitable adjustment shall be made to the
Reimbursable Project Costs and Construction Schedule, as provided in the Project Development
Agreement following a Force Majeure Event (as defined in the Project Development
Agreement), and (iii) all insurance proceeds payable as a consequence of the casualty shall be
applied to the cost to repair, restore, and complete the Early Work and/or the Improvements. If
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1) prior to the Closing Date the Early Work and/or the Improvements are damaged by fire or
other casualty and (2) Buyer elects to deliver an Early Closing Notice, then (i) the Closing shall
occur on the amended Target Closing Date specified in the Early Closing Notice and (ii) pending
the Closing Date, Buyer shall have the right to (a) direct continuation of the work to complete the
Early Work and/or the Improvements, including repair of the damage caused by the casualty,
b) direct that work to complete the Early Work and/or the Improvements be suspended,
c) negotiate with the insurance carrier(s) that issued the casualty insurance policy(ies), and
d) direct the use of all insurance proceeds payable with respect to the casualty.
Section 14—Miscellaneous Provisions.
14.1 Time Is of the Essence. Time is hereby expressly declared to be of the essence of
this Agreement.
14.2 No Waiver. Any failure to insist upon strict performance of any of the terms and
provisions of this Agreement shall not constitute or be deemed to be a waiver of any such term or
provision or constitute an amendment or waiver of any such term or provision by course of
performance, and each party, notwithstanding any failure to insist upon strict performance, shall
have the right thereafter to insist upon the strict performance of any and all of the terms and
provisions of this Agreement.
14.3 Survival of Terms. Except as provided herein, all of the agreements,
representations, warranties and obligations of the parties set forth in this Agreement shall survive
the Closing and the conveyance of the Property to Buyer and shall continue thereafter to be
binding upon and inure to the benefit of the parties hereto and their respective permitted
successors and permitted assigns.
14.4 Brokerage. Seller and Buyer represent that no brokers are involved in the
transaction described in this Agreement and that no brokerage commissions or finder's fees are
or shall be payable hereunder. If any claim is made by any third party for the payment of any
commission or fee, then the party whose acts gave rise (or are alleged to have given rise) to such
claim shall indemnify, defend and save harmless the other party for the full amount of such claim
and all other claims, demands, actions, losses, damages, liabilities, costs and expenses (including
reasonable attorney's fees) filed against or incurred by such other party as a result of such claim.
14.5 California Law/Venue. This Agreement shall be governed by and construed
under the laws of California. Any action commenced to enforce or interpret this Agreement shall
be filed in San Diego County only.
14.6 Attorneys' Fees. If an action is commenced by either party to enforce or interpret
this Agreement, then the prevailing party shall be entitled to recover from the other party
reasonable attorney's fees in addition to any other relief that may be awarded in such action.
14.7 Interpretation of Contract. The parties acknowledge that both parties have caused
this Agreement to be reviewed and approved by legal counsel of their own choice.
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement 23
14.8 No Other Agreements. This Agreement, along with the agreements referenced
herein and attached hereto, are the sole agreements between the parties related to the subject
matter hereof. Any and all prior oral or written representations, correspondence, letters of intent
and agreements are merged into and superseded by this Agreement and shall be of no force or
effect. Any modifications of this Agreement must be in writing and signed by the parties hereto.
14.9 Tax-Deferred Exchange. Seller may desire to effect a tax-deferred exchange
under Internal Revenue Code section 1031 in connection with the sale or purchase of the
Property. In connection therewith, Buyer agrees to execute such documents as are reasonably
necessary or appropriate and to otherwise cooperate with the other to effectuate such exchange,
provided Buyer and Buyer’s representatives shall have a reasonable opportunity to review such
documents prior to Closing and Seller shall bear any and all escrow or other costs arising directly
or indirectly from such exchange transaction. Seller hereby indemnifies and holds free and
harmless Buyer from any liability (including the tax ramification to the party effecting the
exchange) arising by reason of performing the acts required hereby to effectuate such exchange,
except insofar as any such liability is attributable to Buyer’s failure party to perform as required
hereunder. Buyer shall not be required to take title to or otherwise assume any liability with
respect to the property to be exchanged with the Property.
14.10 Partial Invalidity. If any provision hereof is held invalid or not enforceable to its
fullest extent, such provision shall be enforced to the extent permitted by law, and the validity of
the remaining provisions hereof shall not be affected thereby.
14.11 Nominee/Assignee of Buyer. Buyer shall have the right to assign all of Buyer's
right, title, and interest under this Agreement to any entity or entities, whereupon such assignee
or assignees shall succeed to all of Buyer's rights and obligations hereunder; however, Seller
shall not be required to bear any additional cost and expense or incur any additional liability or
obligation or otherwise suffer any adverse effect as a consequence of such assignment in excess
of the costs, expenses, liabilities, obligations and other effects that would have been applicable if
the Property were acquired by Buyer. Such assignment shall not relieve Buyer of any
obligations under this Agreement. To accommodate timely and efficient execution and
preparation of the documents to be delivered at the Closing, Buyer shall deliver to Seller and
Escrow Holder, at least five Business Days prior to the Target Closing Date, the name and
signature block for the assignee.
14.12 Exhibits. All exhibits, if any, to this Agreement are incorporated herein by
reference.
14.13 Notices. All notices, requests, demands or documents that are required or
permitted to be given or served hereunder shall be in writing and delivered by (1) personal
delivery, (2) Federal Express (or other similar overnight delivery service furnishing proof of
delivery), (3) registered or certified mail, postage prepaid, or (4) email, addressed as follows:
Page 222 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement 24
To Seller at: Lee M. Chesnut
1155 Camino Del Mar, PMB 525
Del Mar, California 92014
Telephone: 858-523-0694
Email: Lee@chesnutproperties.com
With Copy to: F. Sigmund Luther, Esq.
5333 Mission Center Road, Suite 360
San Diego, California 92108
Telephone: 619-239-0755
Email: sig.luther@gmail.com
To Buyer at: Attn: City Manager
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, CA 91910
Telephone: (619) 691-5031
Email: mkachadoorian@chulavistaca.gov
With Copy to: City Attorney
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, CA 91910
Emails:ggoogins@chulavistaca.gov
cityattorney@chulavistaca.gov
Such addresses may be changed from time to time by the addressee by serving notice as
heretofore provided. Service of such notice or demand shall be deemed complete on the date of
actual delivery as shown by the addressee's registry or certification receipt or at the expiration of
the third day after the date of mailing (whether or not actually received by the addressee),
whichever is earlier in time. Notices delivered by email shall be deemed to have been given at
the time of transmission; however, notices sent after 5:00 p.m., Pacific Time, shall be deemed
received on the next following Business Day.
14.14 Headings of Sections. The headings of sections and subsections herein are
inserted only for convenience and reference and shall in no way define, limit or describe the
scope or intent of any provision of this Agreement.
14.15 Date of Performance. If the date of performance of any obligation or the
expiration of any time period provided herein falls on a day other than a Business Day, then such
obligation shall be due and owing and such time period shall expire on the first Business Day
thereafter. Except as may otherwise be set forth herein, any performance provided for herein
shall be timely made if completed not later than 5:00 p.m. on the day of performance. If a
provision of this Agreement specifies a time of day by which an act shall be performed, such
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement 25
time of day shall be determined by reference to Pacific Standard Time or Pacific Daylight Time,
as may then be applicable.
14.16 Counterparts; Electronic Signatures. This Agreement may be executed in any
number of identical counterparts, any or all of which may contain the signatures of fewer than all
of the parties, and all of which shall be construed together as but a single instrument. Signatures
to this Agreement accomplished electronically (e.g., Docusign) and/or transmitted by electronic
transmission (e.g., fax or email) shall be valid and effective to bind the parties so signing and/or
transmitting.
14.17 Conflict. If a conflict exists between the terms of this Agreement and the terms of
the Project Development Agreement, then the terms of the Project Development Agreement shall
prevail.
Signature Page Follows
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement 27
Schedule of Exhibits
Exhibit 1 Legal Description
Exhibit 2 List of Due Diligence Documents
Exhibit 3 Grant Deed
Exhibit 4 General Assignment
Exhibit 5 Bill of Sale
Exhibit 6 Declaration under Internal Revenue Code section 1445
Exhibit 7 Reconfirmation of Representations
Exhibit 8 Library Assumption Agreement
Exhibit 9 Memorandum of Agreement
Exhibit 10 Performance Deed of Trust
Exhibit 11 Project Development Agreement
Page 226 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 1
Page 1 of 1
Exhibit 1
Legal Description
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED
IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER
28, 2015.
APN: 643-060-57-00
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 2
Page 1 of 1
Exhibit 2
List of Due Diligence Documents
The Due Diligence Documents consist of the documents that can be accessed by the following
link as of the Effective Date:
https://www.dropbox.com/sh/b95jrmxfion7f9a/AABETnSoZOH18MFmEvnft_HPa?dl=0
Page 228 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 3
Page 1 of 3
Exhibit 3
Grant Deed
RECORDING REQUESTED BY:
WHEN RECORDED RETURN AND
MAIL TAX STATEMENTS TO:
Assessor's Parcel No. 643-060-57-00
Title Order No. _____________
The undersigned declares:
Documentary Transfer Tax is $__________
Computed on full value of property conveyed, or
Computed on full value less value of liens or encumbrances remaining at time of sale.
Unincorporated area X City of Chula Vista
Grant Deed
For valuable consideration, the receipt of which is hereby acknowledged, LMC-Millenia
Investment Company, L.P., a California limited partnership, hereby grants to City of Chula Vista
all of that certain real property located in Chula Vista, San Diego County, California, and legally
described in Exhibit A, attached hereto and incorporated herein by this reference.
Dated: _________, 20__
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Page 229 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 3
Page 2 of 3
Exhibit A
Legal Description of the Property
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED
IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER
28, 2015.
APN: 643-060-57-00
Page 230 of 331
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notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of San Diego
On DeCember 202 before me, Usan M (auervh a notary
public, personally appeared Lee M. Chesnut, who proved to me on the basis of satisfactory
evidence to be the person whose name is subseribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify under PENAhTY OF PERJURY under the laws of the State of California that the
foregoing paragáph isfruf and corf@ct.
SUSAN M. GUERRA
lotary Public -California
an Diego County
Commission # 2269751
WITNESS mxhand and ftical _éal.
My Comm. Expires Dec 10, 2022
Signature M (Seal)
Chesnut Millenia Lot 7 Sale 2022 Purchase Agreement V10 Exhibit 3
Page 3 of 3
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 4
Page 1 of 1
Exhibit 4
General Assignment
This General Assignment ("Assignment") dated __________, 20__, is executed by
LMC-Millenia Investment Company, L.P., a California limited partnership ("Assignor"), in
favor of City of Chula Vista ("Assignee").
Assignor is the owner of that certain land legally described as:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
DECEMBER 28, 2015. (APN: 643-060-57-00)
Such land has been improved with buildings and other improvements (collectively “the Real
Property”). The Real Property is concurrently being conveyed by Assignor to Assignee
pursuant to a grant deed .
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby grants, assigns, transfers, conveys and delivers to Assignee,
without warranty, all of Assignor's right, title, interest, benefits and privileges, if any, in and to
the following:
1. All governmental entitlements, permissions, environmental clearances, rights,
licenses and permits that relate to all or any of the Real Property.
2. All general intangibles relating to the development or use of the Real Property,
including all guaranties and warranties related to improvements constructed on the Real
Property.
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Page 232 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 5
Page 1 of 1
Exhibit 5
Bill of Sale
This Bill of Sale dated __________, is executed by LMC-Millenia Investment Company,
L.P., a California limited partnership("Seller"), in favor of City of Chula Vista ("Buyer").
A. Seller and Buyer entered into that certain Purchase and Sale Agreement dated as
of __________ ("the Purchase Agreement"), respecting the sale of the real property that
includes the land legally described as follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
DECEMBER 28, 2015. (APN: 643-060-57-00)
B. Under the Purchase Agreement, Seller is obligated to transfer to Buyer any and all
of Seller's right, title and interest in and to all equipment, appliances, tools, machinery, supplies,
building materials and other personal property of every kind and character owned by Seller and
attached to, appurtenant to, located in or used in connection with the operation of the
Improvements (as defined in the Purchase Agreement), if any (collectively, "the Personal
Property").
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain, sell,
transfer, set over, assign, convey, release, confirm and deliver to Buyer, without warranty
express or implied, all of the Personal Property.
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Page 233 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 6
Page 1 of 1
Exhibit 6
Declaration under Internal Revenue Code Section 1445
The undersigned hereby declares:
1. LMC-Millenia Investment Company, L.P. is a limited partnership organized and
in good standing under the laws of California.
2. The taxpayer identification number for LMC-Millenia Investment Company, L.P.
is 81-0762246.
3. LMC-Millenia Investment Company, L.P. is not a foreign person, as defined in
Internal Revenue Code of the United States.
4. LMC-Millenia Investment Company, L.P. is not a disregarded entity as defined in
Section 1.1445-2(b)(2)(iii) of the Internal Revenue Code of the United States.
5. The office address of LMC-Millenia Investment Company, L.P. is 1155 Camino Del
Mar, PMB 525, Del Mar, California 92014.
I declare under penalty of perjury that the foregoing is true and correct and that this
declaration is executed ____________, 20__, at San Diego, California.
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 7
Page 1 of 1
Exhibit 7
Reconfirmation of Representations
This Reconfirmation, dated _____________, 20__, is executed by LMC-Millenia
Investment Company, L.P., a California limited partnership ("Seller"), for the benefit of City of
Chula Vista ("Buyer"). Pursuant to that certain Purchase and Sale Agreement ("the Purchase
Agreement") between Buyer and Seller dated _________, 2022, Seller hereby confirms that
during the period from the Effective Date to the Closing Date, nothing has occurred and Seller
has not become aware of any facts that, to Seller's actual knowledge, cause any of the Seller's
representations and warranties contained in the Purchase Agreement to be materially untrue, and,
to Seller's actual knowledge, all of the representations and warranties contained in the Purchase
Agreement remain true and are reconfirmed as of the Closing Date except __________. Defined
capitalized) terms used in this Reconfirmation shall have the same meanings as defined in the
Purchase Agreement.
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Page 235 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 8
Page 1 of 4
Exhibit 8
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
LMC-Millenia Investment Company, L.P.
1155 Camino Del Mar, PMB 525
Del Mar, California 92014
Order No.:
Agreement Regarding Assumption of Obligation to Construct Library
This Agreement, dated __________, 20__, is executed by City of Chula Vista ("City"),
and LMC-Millenia Investment Company, L.P., a California limited partnership ("LMC"), with
reference to the following facts:
A. McMILLIN OTAY RANCH, LLC, a Delaware limited liability company
McMillin”) and City entered into the “Development Agreement by and between the City of Chula
Vista and McMillin Otay Ranch LLC,” recorded October 27, 2009 as Document No. 2009-0595116
of Official Records of the San Diego County Recorder (the “Development Agreement”). The
Development Agreement relates to what was then called the “EUC” project and is now known as
Millenia.”
B. By an assignment, memorandum and confirmations recorded February 22, 2011 as
Document No. 2011-0098720 of Official Records of the San Diego County Recorder, McMillin
assigned its rights and transferred its obligations under the Development Agreement to SLF
IV/McMILLIN MILLENIA JV, LLC, a Delaware limited liability company (“SLFMM”). SLFMM
changed its name to SLF IV – Millenia, LLC (“SLF IV”) by amendments filed in Delaware on
March 4, 2015, and in California on March 9, 2015.
C. Section 4.3.1 and Exhibit D of the Development Agreement impose certain
obligations on Principal Master Developer relating to a library in EUC (the “Library
Obligations”).
D. By that certain Agreement Regarding Consent to Partial Assignment and Transfer of
Development Agreement recorded February 16, 2016, as Document No. 2016-0064898 of Official
Records of San Diego County, California, LMC assumed the Library Obligations.
E. LMC wishes to sell to a City the real property described in Exhibit A attached
hereto (“Lot 7”), which property is subject to the Library Obligations.
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 8
Page 2 of 4
F. Section 10.2.2 of the Development Agreement allows, on certain conditions, the
assignment of rights and interests and the transfer or delegation of “some or all” of the obligations
of “Master Developer” thereunder to another “Master Developer.” This Agreement is intended to
accomplish that assignment and transfer/delegation as to Lot 7 and the Library Obligations.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Assumption. City hereby accepts all of Principal Master Developer’s rights and
assumes all of SLF IV’s duties pursuant to the Development Agreement as (and only as) those
rights and duties relate to LMC’s obligations with respect to Lot 7 and the Library Obligations. City
shall fulfill the role of the “Master Developer” under the Development Agreement with regard to
Lot 7 and the Library Obligations.
2. Release. City hereby releases LMC from all of LMC’s duties pursuant to the
Development Agreement as (and only as) those duties relate to Lot 7 and the Library Obligations.
3. Status. Solely as to Lot 7, City is hereby designated the “Master Developer” under
the Development Agreement.
4. Interpretation. Except as separately defined herein, all defined terms used in this
Consent shall have the same meanings as in the Development Agreement. This Consent effectuates
the Development Agreement and thus does not constitute, and shall not be deemed to constitute, an
amendment thereto.
Signature Page Follows
Page 237 of 331
City of Chula Vista - City Council
December 10, 2024 Post Agenda - Special Meeting
Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 8
Page 3 of 4
Signature Page to Agreement Regarding Assumption of Obligation to Construct Library
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
City of Chula Vista
By
Print Name:
Title:
Schedule of Exhibits
Exhibit A—Legal Description
Page 238 of 331
City of Chula Vista - City Council
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 8
Page 4 of 4
Exhibit A
Legal Description of the Property
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED
IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER
28, 2015.
APN: 643-060-57-00
Page 239 of 331
City of Chula Vista - City Council
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 9
Exhibit 9
RECORDING REQUESTED BY:
Chicago Title Company
WHEN RECORDED RETURN TO:
City Attorney
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, CA 91910
Assessor's Parcel No. APN: 643-060-57-00
Title Order No.__________________
The undersigned declares:
Documentary Transfer Tax is $0.00—This document is recorded solely to impart
constructive notice; no transfer is made by the recording of this document.
X Computed on full value of property conveyed, or
Computed on full value less value of liens or encumbrances remaining at time of
sale.
Unincorporated area X City of Chula Vista
Memorandum of Agreement
By recording this Memorandum, LMC-Millenia Investment Company, L.P., a California
limited partnership (“Seller”), being the owner of the real property (“the Property”) in the City
of Chula Vista, County of San Diego, State of California, legally described in Exhibit A attached
hereto, provides constructive notice that Seller and City of Chula Vista (“Buyer”), have entered
into a written agreement pursuant to the terms and subject to the conditions thereof Seller agrees
to sell and Buyer agrees to buy the Property.
Dated: _____________, 2023
LMC-Millenia Investment Company, L.P.
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Page 240 of 331
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December 10, 2024 Post Agenda - Special Meeting
Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 9
Exhibit A
Legal Description of the Property
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY,
DECEMBER 28, 2015. (APN: 643-060-57-00)
Page 241 of 331
City of Chula Vista - City Council
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 9
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of San Diego
On , 20__, before me, , a notary public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
Page 242 of 331
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
Page 1 of 7
Exhibit 10
Performance Deed of Trust
RECORDING REQUESTED BY:
Chicago Title Company
WHEN RECORDED RETURN TO:
City Attorney
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, CA 91910
Assessor's Parcel No. APN: 643-060-57-00
Title Order No.__________________
Deed of Trust
This Deed of Trust is made __________, 2023, by LMC-Millenia Investment Company, L.P., a
California limited partnership, herein called TRUSTOR, whose address is 1155 Camino Del
Mar, PMB 525, Del Mar, California 92014, Chicago Title Company, herein called TRUSTEE,
and City of Chula Vista, herein called BENEFICIARY.
Witnesseth that Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO
TRUSTEE IN TRUST, WITH POWER OF SALE, that property ("the Property") in the City of
Chula Vista, County of San Diego, State of California, legally described in Exhibit A attached
hereto.
TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right,
power and authority given to and conferred upon Beneficiary by Paragraph (10) of the provisions
incorporated herein by reference to collect and apply such rents, issues and profits.
For the Purpose of Securing:
1. Performance of each agreement of Trustor herein contained.
2. Performance of Trustor’s obligations that certain Purchase and Sale Agreement
dated ________________, 2022 (“the Purchase Agreement”), between Trustor, as Seller, and
Beneficiary, as Buyer, by which, among other things, Seller agreed to sell and Buyer agreed to
buy the Property.
To Protect the Security of This Deed of Trust, Trustor Agrees:
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
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1) To keep the Property in good condition and repair, and to pay when due all claims
for labor performed and materials furnished therefor, to comply with all laws affecting the
Property or requiring any alterations or improvements to be made thereon, not to commit or
permit waste thereof, not to commit, suffer or permit any act upon the Property in violation of
law.
2) To provide maintain and deliver to Beneficiary the bonds and insurance policies
required to be delivered under the Purchase Agreement.
3) To appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary or Trustee and to pay all costs and expenses
including cost of evidence of title and attorney's fees in a reasonable sum in any such action or
proceeding in which Beneficiary or Trustee may appear and in any suit brought by Beneficiary to
foreclose this Deed.
4) To pay at least ten days before delinquency all taxes and assessments affecting the
Property, including assessments on appurtenant water stock, when due, all encumbrances,
charges and liens, with interest, on the Property or any part thereof, which appear to be prior or
superior hereto, all costs, fees and expenses of this Trust. If Trustor fails to make any payment
or do any act as herein provided, then Beneficiary, without the obligation to do so, without notice
to or demand upon Trustor, and without releasing Trustor from any obligation hereof, may make
such payment or do such act in such manner and to such extent as either may deem necessary to
protect the security hereof, Beneficiary is authorized to enter upon the Property for such
purposes, to appear in and defend any action or proceeding purporting to affect the security
hereof or the rights or powers of Beneficiary, to pay, purchase, contest or compromise any
encumbrance, charge or lien that in Beneficiary's judgment appears to be prior or superior hereto,
and, in exercising any such powers, to pay necessary expenses, employ counsel and pay
reasonable fees incurred by Beneficiary.
5) To pay immediately and without demand all sums so expended by Beneficiary or
Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date
hereof and to pay for any statement provided for by law in effect at the date hereof regarding the
obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum
allowed by law at the time when said statement is demanded.
6) That any proceeds of casualty insurance or award of damages in connection with
any condemnation for public use of or injury to the Property or any part thereof shall be used and
applied as provided in the Purchase Agreement.
7) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive Beneficiary's rights either to require prompt payment when due of all
other sums so secured or to declare default for failure so to pay.
8) That at any time or from time to time, without liability therefor and without
notice, upon written request of Beneficiary and presentation of this Deed for endorsement and
without affecting the personal liability of any person for payment of the indebtedness secured
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
Page 3 of 7
hereby, Trustee may reconvey any part of the Property, consent to the making of any map or plot
thereof, join in granting any easement thereon, or join in any extension agreement or any
agreement subordinating the lien or charge hereof.
9) That upon written request of Beneficiary stating that all obligations secured
hereby have been fully performed and upon surrender of this Deed to Trustee for cancellation
and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the
property then held hereunder. The recitals in such reconveyance of any matters or facts shall be
conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described
as "The person or persons legally entitled thereto."
10) That Trustor hereby gives to and confers upon Beneficiary the right, power and
authority, during the continuance of these Trusts, to collect the rents, issues and profits of the
Property, reserving unto Trustor the right, prior to any default by Trustor in payment of any
indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain
such rents, issues and profits as they become due and payable. Upon any such default,
Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be
appointed by a court, and without regard to the adequacy of any security for the indebtedness
hereby secured, enter upon and take possession of the Property or any part thereof, in
Beneficiary's own name sue for or otherwise collect such rents, issues and profits, including
those past due and unpaid, and apply the same, less costs and expenses of operation and
collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in
such order as Beneficiary may determine. The entering upon and taking possession of the
Property, the collection of such rents, issues and profits and the application thereof as aforesaid,
shall not cure or waive any default or notice of default hereunder or invalidate any act done
pursuant to such notice.
11) That upon default by Trustor in the performance of any obligation secured hereby,
Beneficiary may cause Trustee to exercise the power of sale contained herein by delivery to
Trustee of written declaration of default and demand for sale and of written notice of default and
of election to cause to be sold the Property, which notice Trustee shall cause to be filed for
record. Beneficiary also shall deposit with Trustee this Deed, and all documents evidencing
expenditures secured hereby. After the lapse of such time as may then be required by law
following the recordation of said notice of default and notice of sale having been given as then
required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place
fixed by it in said notice of sale, either as a whole or in separate parcels and in such order as it
may determine at public auction to the highest bidder for cash in lawful money of the United
States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property
by public announcement at such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement at the time fixed by the preceding postponement
Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any
covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall
be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or
Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and
expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale,
Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof,
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
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not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof,
all other sums then secured hereby, and the remainder, if any, to the person or persons legally
entitled thereto.
12) Beneficiary may from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder, which instrument,
executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of
the county or counties where the Property is situated, shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without conveyance from the
Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument
must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and
page where this Deed is recorded and the name and address of the new Trustee.
13) That this Deed applies to, inures to the benefit of, and binds all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors and assigns. Whenever the
context so requires, the masculine gender includes the feminine and/or neuter, and the singular
number includes the plural.
14) That Trustee accepts this Trust when this Deed, duly executed and acknowledged,
is made a public record as provided by law. Trustee is not obligated to notify any party hereto of
pending sale under any other Deed of Trust or of any action or proceeding in which Trustor,
Beneficiary or Trustee shall be a party unless brought by Trustee.
15) If at any time without Beneficiary's written consent, which consent may be withheld
in Beneficiary's sole discretion without a standard of reasonableness, (1) the Property, any part of
the Property, or any undivided interest in the Property (i) is sold, transferred or otherwise conveyed
by Trustor either voluntarily or by operation of law or (ii) becomes the subject of a contract or a
grant of option for the sale, transfer or conveyance thereof (other than the Purchase Agreement) or
2) the Property is or becomes the subject of a lease creating a leasehold interest in all of the
Property without the lessee under such lease taking physical possession of the Property, then
Beneficiary will have the option to declare, without giving notice or making a demand of any kind,
that the entire indebtedness secured by this Deed of Trust is immediately due.
16) The undersigned Trustor requests that a copy of any Notice of Default and of any
Notice of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth.
17) If a conflict exists between the provisions of this Deed of Trust and the
provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall
prevail.
Signature Page Follows
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
Page 5 of 7
Signature Page to Deed of Trust
LMC-Millenia Investment Company, L.P.,
a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Schedule of Exhibits
Exhibit A—Legal Description
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
Page 6 of 7
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of San Diego
On , 2023, before me, , a notary public, personally
appeared Lee M. Chesnut, who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 10
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Exhibit A—Legal Description
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2
EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED
IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER
28, 2015.
APN: 643-060-57-00
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Chesnut\Millenia Lot 7 Sale 2022\Purchase Agreement V10 Exhibit 11
Exhibit 11
Project Development Agreement
BEGINS NEXT PAGE
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City of Chula Vista - City Council
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PROJECT DEVELOPMENT AGREEMENT
by and between
THE CITY OF CHULA VISTA,
a California charter city and municipal corporation,
and
LMC-Millenia Investment Company, L.P.
a California limited partnership
Dated as of December 6, 2022
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TABLE OF CONTENTS
Page
i
ARTICLE I
DEFINITIONS
1.1. Definitions ................................................................................................................................. 1
ARTICLE II
TERM
2.1. Term of Agreement ................................................................................................................... 6
ARTICLE III
PROJECT
3.1. Scope of Project ......................................................................................................................... 6
3.2. Project Costs .............................................................................................................................. 6
3.3 Cost Increases ............................................................................................................................ 7
3.4 Cost Reporting .......................................................................................................................... 8
ARTICLE IV
CONSTRUCTION OF THE PROJECT
4.1. Commencement and Completion of the Project ........................................................................ 8
4.2. Project Schedule ........................................................................................................................ 9
4.3. Unavoidable Delay .................................................................................................................... 9
4.4. Liquidated Damages ............................................................................................................... 10
ARTICLE V
PROCUREMENT REQUIREMENTS
5.1. Award of Sole-Sole Source Prime Contract ............................................................................ 11
5.2. Subcontractor Bid and Award Process .................................................................................... 11
5.3. Bid Opening and Award .......................................................................................................... 11
ARTICLE VI
DESIGN AND CONSTRUCTION STANDARDS
6.1. Standard of Care ...................................................................................................................... 11
6.2. Compliance with Laws ............................................................................................................ 11
6.3. Compliance with Design and Construction Standards ............................................................ 13
6.4. City Approval Not a Waiver .................................................................................................... 13
6.5 Site Safety; Security ............................................................................................................... 13
6.6. Public Right-of-Way .............................................................................................................. 14
6.7 Traffic Control ........................................................................................................................ 14
6.8 Maintenance ........................................................................................................................... 14
6.9 Construction Cooperation ....................................................................................................... 14
ARTICLE VII
PAYMENT OF PROJECT COSTS
7.1. Progress Payments ................................................................................................................... 14
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7.3. Final Payment .......................................................................................................................... 16
ARTICLE VIII
ACCEPTANCE OF IMPROVEMENTS
8.1. Acceptance of Project Improvements ...................................................................................... 16
ARTICLE IX
WARRANTIES
9.1. Enforcement of Warranties ...................................................................................................... 17
9.2. Term of Warranties.................................................................................................................. 18
9.3. Additional Warranties ............................................................................................................. 18
ARTICLE X
DEFECTIVE WORK
10.1. Correction, Removal, or Replacement .................................................................................... 18
10.2. Extension of Warranty ............................................................................................................. 18
10.3. Right of City to Correct ........................................................................................................... 18
10.4. No Limitation on Other Remedies .......................................................................................... 18
10.5. Survival ................................................................................................................................... 19
ARTICLE XI
SECURITY FOR CONSTRUCTION
11.1. Bonds ....................................................................................................................................... 19
11.2. Insolvency or Bankruptcy ........................................................................................................ 19
11.3. Calling a Bond ......................................................................................................................... 19
11.4. Bond Reimbursement .............................................................................................................. 19
ARTICLE XII
INDEMNITY AND DUTY TO DEFEND
12.1. General Indemnity ................................................................................................................... 20
12.2. Damage to Other Properties .................................................................................................... 20
12.3. Hazardous Materials Indemnity .............................................................................................. 20
12.4. Illegal Discharge to Storm Drains ........................................................................................... 21
12.5. Costs of Defense and Award ................................................................................................... 21
12.6. Insurance Proceeds .................................................................................................................. 21
12.7. Declarations ............................................................................................................................. 21
12.8. Survival ................................................................................................................................... 22
ARTICLE XIII
INSURANCE REQUIREMENTS
13.1. Insurance Requirements .......................................................................................................... 22
13.2. Forms and Amounts of Coverage ............................................................................................ 22
13.3. General Requirements ............................................................................................................. 23
13.4. Waiver of Subrogation ............................................................................................................ 24
13.5. Survival ................................................................................................................................... 24
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TABLE OF CONTENTS
continued)
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ARTICLE XIV
RECORDS AND AUDITS
14.1. Retention of Project Records ................................................................................................... 24
14.2. Audit of Records...................................................................................................................... 24
15.3. Survival ................................................................................................................................... 24
ARTICLE XV
TITLE TO ALTERATIONS AND IMPROVEMENTS
15.1. Title to Project ......................................................................................................................... 25
15.2. Survival ................................................................................................................................... 25
ARTICLE XVI
LIENS
16.1. No Right to Bind City.............................................................................................................. 25
16.2. Notice of Non-Responsibility .................................................................................................. 25
16.3. Mechanics’ Liens..................................................................................................................... 25
16.4. City’s Right to Pay .................................................................................................................. 26
ARTICLE XVII
TAXES
17.1. Tax Claims .............................................................................................................................. 26
ARTICLE XVIII
EVENTS OF DEFAULT AND REMEDIES
18.1. Developer Events of Default ................................................................................................... 26
18.2. Remedies for Events of Developer Default ............................................................................. 27
18.3. City Events of Default ............................................................................................................. 27
18.4. Remedies for Events of City Default ....................................................................................... 28
ARTICLE XIX
MISCELLANEOUS PROVISIONS
19.1. Notices ..................................................................................................................................... 29
19.2. Captions ................................................................................................................................... 29
19.3. Time of Essence ...................................................................................................................... 29
19.4. Partial Invalidity ...................................................................................................................... 29
19.5. Entire Agreement..................................................................................................................... 30
19.6. Joint and Several...................................................................................................................... 30
19.7. Developer's Authority Attorneys’ Fees ................................................................................... 30
19.8. Dispute Resolution .................................................................................................................. 30
19.9. Governing Law ........................................................................................................................ 30
19.11. Modification ............................................................................................................................ 30
19.12. Counterparts ............................................................................................................................ 30
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19.13. Drafting Presumption; Review Standard ................................................................................. 30
19.14. Administrative Claims ............................................................................................................. 31
19.15. Non-liability of City Officials and Employees ........................................................................ 31
19.16. Further Assurances .................................................................................................................. 31
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TABLE OF CONTENTS
SCHEDULE OF EXHIBITS
i
EXHIBIT A LEGAL DESCRIPTION OF THE LAND
EXHIBIT B DEPICTION OF THE LAND
EXHIBIT C PRELIMINARY ESTIMATE OF REIMBURSABLE PROJECT COSTS
EXHIBIT D PROCEDURES TO COMPLETE TENANT IMPROVEMENT PLANS
AND SPECIFICATIONS, PARKING STRUCTURE PLANS AND
SPECIFICATIONS, AND SITE WORK PLANS AND
SPECIFICATIONS
EXHIBIT E CONSTRUCTION REQUIREMENTS
EXHIBIT F INTENTIONALLY OMITTED
EXHIBIT G APPROVED SUBCONTRACTOR BID AND AWARD PROCESS
EXHIBIT H FORM: PAYMENT REQUEST
EXHIBIT I FORM: BEST QUALIFIED CONTRACTOR SUBCONTRACT
AWARD APPROVAL
Page 256 of 331
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PROJECT DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA AND LMC-MILLENIA INVESTMENT COMPANY, L.P.
This PROJECT DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of
December 6, 2022 (“the Effective Date”) by and between the City of Chula Vista, a chartered
municipal corporation (“City”) and LMC-Millenia Investment Company, L.P., a California limited
partnership (the “Developer”) (collectively, the “Parties” and, individually, a “Party”), with reference
to the following Recitals:
RECITALS
A. Developer is the owner of the Land (defined below), which is presently undeveloped.
B. Developer has caused the preparation of certain Buildings Plans and Specifications
defined below) for the development of a multi-story Class A office building on the Land, and related
improvements (the “Project”), and obtained building permits from the City for development thereof.
C. Concurrently herewith, City and Developer are entering into that certain Purchase and
Sale Agreement, dated December 6, 2022, for City’s acquisition of the Land and the completed Project
from Developer on the terms set forth therein.
D. Developer has experience developing multi-story Class A office projects like the
Project and has identified four (4) experienced prime contractors that have expressed interest in
building the Project.
E. On the terms set forth herein, City desires to engage Developer to develop the Project
on the Land and possible additional related improvements (defined below, collectively, as the
Improvements”), with such development to occur in coordination with City’s acquisition of the Land
and the completed Improvements from Developer under the terms of the Purchase and Sale Agreement.
F. On the terms set forth herein, Developer (1) desires to cause the development and delivery
of the Improvements to the City; and (2) acknowledges and agrees to comply with City’s procurement
and project implementation requirements applicable to “Developer-Performed Public Works” as more
particularly described in Chula Vista Municipal Code Section 2.56.160(H) and herein.
AGREEMENT
NOW THEREFORE, in consideration of the above Recitals, the covenants , terms, and
conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of
which the Parties hereby acknowledge, the City and the Developer agree as follows:
ARTICLE I
DEFINITIONS
The following terms shall have the following definitions in this Agreement:
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1.1. Acceptance. Duly authorized written notice provided by City to Developer that City
has accepted an Improvement or the Improvements after Developer has performed and completed an
Improvement or the Improvements in strict accordance with this Agreement and applicable law.
1.2. Amenity Building. The single-story building having a total area of approximately
5,850 square feet to be constructed on the Land, as more particularly described in the Buildings Plans
and Specifications.
1.3. Architect. The entity of M. Arthur Gensler Jr.&. & Associates, Inc., a California
corporation dba Gensler (“Gensler”), as architect, that prepared the Buildings Plans and Specifications
under separate contract with the Developer.
1.4. Architect’s Certificate. A certification from Architect in the form of the Certificate of
Architect attached as Exhibit 1 to the Payment Request.
1.5. Buildings. The Library Building and the Amenity Building. The Buildings shall be
delivered in “warm shell” condition, as provided in the Buildings Plans and Specifications.
1.6. Buildings Costs. The City-approved costs incurred by Developer to construct the
Buildings.
1.7. Buildings Plans and Specifications. The plans and specifications for construction of
the Buildings prepared by Gensler pursuant to the Design Contract that have been submitted to and
approved by the City of Chula Vista under permit application numbers B17-0654 (Library
Building), B17-0656 (Amenity Building), and B17-0657 (Six Level Parking Structure), subject to
any modifications as may be required by City, at City’s cost, in connection with any agreement
reached with San Diego State University for modifications to the Library Building. The Buildings
Plans and Specifications (1) do not include the plans and specifications for the Tenant
Improvements and (2) each includes a portion of the existing design for the Site Work, which
design will be subject to revision, as provided in Exhibit D.
1.8. Business Day(s). Any day other than a Saturday, Sunday, or legal holiday recognized
in California.
1.9. City Delay. Any actual delay in achieving Substantial Completion of the
Improvements caused by (1) City’s failure to act within the time periods required herein, excluding
any delays caused by Developer’s failure to act or comply with its obligations hereunder and any Force
Majeure Delay; (2) gross negligence or intentional misconduct by City materially affecting the
performance of the work required to construct the Improvements, (3) changes requested by City to the
scope of work for the Improvements after the commencement of construction thereof, other than
change orders agreed upon by the Parties, or (4) City’s failure to timely pay when due all undisputed
amounts owed by City to Developer.
1.10. City Parties. The City and its elected and appointed officers, elected and appointed
officers, agents, employees, and representatives.
1.11. Closing. As defined in the Purchase and Sale Agreement.
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1.12. Construction Supervision Fee. An amount equal to 3.5 percent of Hard Construction
Costs payable by City to Developer under the terms hereof.
1.13. Commencement Date. The date, which shall be no later than November 1, 2023, in
which Developer commences construction activities for the Project. For the avoidance of doubt, the
Commencement Date shall not apply to the Early Work.
1.14. Complete and Completion. With respect to the Buildings, means that the Developer
has obtained and delivered to City a certificate of occupancy or other evidence of issuance of final
inspection approval for the Buildings from the City. With respect to the Site Work, means that the
Developer has obtained and delivered to City evidence of issuance of final inspection approval for the
Site Work from the City. With respect to the Tenant Improvements, that the Developer has obtained
and delivered to City a certificate of occupancy or other evidence of issuance of final inspection
approval for the Tenant Improvements. With respect to the Parking Structure, means that the
Developer has obtained and delivered to City evidence of issuance of final inspection approval for the
Parking Structure from the City.
1.15. Completion Date. The date, which shall be no later than July 1, 2025 in which
Developer is required to complete the Project, which date shall be subject to adjustment for City Delay,
Force Majeure Delay, and/or agreement of the Parties.
1.16. Cost Increase Event. An event, to the extent that such event is not caused by the active
or passive negligence or willful misconduct of Developer or a Developer Party, and to the extent such
event actually increases the budgeted costs for the development, design, construction, maintenance, or
permitting of the Improvements, or a portion thereof, including the following:
i. changes to the Project required by City or other governmental entity that are not the
results of actions or omission of Developer or a Developer Party;
ii. unforeseen Project site conditions; and
iii. changes requested by City.
1.17. Defective Work. Any work, material, or equipment that does not conform to the
Improvement Plans and Specifications or applicable Laws.
1.18. Design Contract. The contact dated December 13, 2016, between Developer, as owner,
and M. Arthur Gensler Jr.&. & Associates, Inc., a California corporation dba Gensler (“Gensler”), as
architect, pertaining to the preparation of the Buildings Plans and Specifications for the construction
of the Buildings and all amendments to such contract.
1.19. Design and Construction Standards. The edition of the Design and Construction
Standards adopted by the City for public works projects that is in effect when the Improvement Plans
and Specifications are approved by the City.
1.20. Developer Fee. An amount equal to four percent of the Reimbursable Project Costs,
excluding Property Expenses (as defined in the Purchase and Sale Agreement), payable by City to
Developer under the terms hereof.
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1.21. Developer Parties. Developer, and the agents, employees, representatives, contractors,
subcontractors, suppliers, materialmen, workmen, licensees, concessionaires, affiliates and successors
and assigns of Developer.
1.22. Early Work. The wet and/or dry utility work to be constructed on the Land as part of
the Improvements, the scope of work for which is described in Exhibit D.
1.23. Escrow. First American Title Insurance Company.
1.24. Green Book. The publication entitled "Standard Specifications for Public Works
Construction", 2021 edition, written and promulgated by Public Works Standards, Inc.
1.25. Guaranteed Maximum Price. The sum of the Library Building GMP, Amenity
Building GMP, Tenant Improvement GMP, Parking Structure GMP, and Site Work GMP.
1.26. Hard Construction Costs. The City-approved Reimbursable Project Costs actually
incurred by Developer for the construction of the Improvements pursuant to the Prime Contract and
the TI Improvement Contract, and the City-approved Reimbursable Project Costs actually incurred by
Developer for the construction of the Early Work.
1.27. Hazardous Material. Any pollutant, contaminant, or hazardous, dangerous, or toxic
chemical, material, or substance, including, without limitation, asbestos and oil and petroleum
products, which is a “Hazardous Material” or “Hazardous Substance” within the meaning of any
applicable Law (including, but not limited to, hazardous substances as defined by Cal. Health & Safety
Code § 25316 and anything that may result in contamination or pollution as defined by Cal. Water
Code § 13050), and at any concentration that is subject to regulation under any Law relating to such
Hazardous Material or Hazardous Substance. Notwithstanding any exclusion from the definition of
hazardous substance or hazardous material in any applicable Law, Hazardous Material as defined
herein includes any hydrocarbons, petroleum, petroleum products or waste and any other chemical,
substance or waste, that is regulated by, or may form the basis of liability under, any federal, state, or
local environmental laws.
1.28. Improvement. Individually the Library Building, the Amenity Building, the Tenant
Improvements, the Parking Structure, or the Site Work.
1.29. Improvement Plans and Specifications. Collectively the Buildings Plans and
Specifications, the Tenant Improvements Plans and Specifications, Parking Structure Plans and
Specifications, and the Site Work Plans and Specifications.
1.30. Land. That certain fee simple parcel of land located in Chula Vista, California, more
particularly described in Exhibit A and depicted in Exhibit B attached hereto.
1.31. Laws. All Federal, State, and local laws and regulations applicable to the
Improvements, the Project, or the Land.
1.32. Library Building. The multi-story, multi-use office building having a total area of
approximately 169,000 square feet to be constructed on the Land, as more particularly described in
the Buildings Plans and Specifications.
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1.33. Parking Structure. The parking structure, if any, to be constructed on the Land as part
of the Improvements, which the design of which parking structure is described in Exhibit D.
1.34. Parking Structure Costs. The City-approved costs incurred by Developer to (1) modify
the Six Level Structure Plans and (2) construct the Parking Structure.
1.35. Parking Structure Plans and Specifications. Either the Six Level Structure Plans (as
defined in Exhibit D or the Revised Parking Plans approved by City, as applicable.
1.36. Payment Request. A request from Developer to City requesting payment for
Reimbursable Project Costs, in the form of the Payment attached as Exhibit H.
1.37. Prime Contract. The contract between Developer and Prime Contractor approved by
City pertaining to construction of the Improvements other than the Tenant Improvements.
1.38. Prime Contractor. A party under contract with the Developer as approved by City to
perform the construction of the Project.
1.39. Project. Collectively the development, design, construction, maintenance, and
permitting of the Improvements.
1.40. Purchase and Sale Agreement. That certain Purchase and Sale Agreement, dated
December 6, 2022, between Developer, as Seller, and City, as Buyer, and by which Developer agrees
to sell to City and City agrees to buy the Land and Improvements.
1.41. Reimbursable Project Costs. The City-approved direct Hard Construction Costs
excluding Developer’s overhead costs) and Soft Costs (excluding Developer’s overhead costs)
incurred with respect to the development, design, construction, maintenance, and permitting of the
Improvements that are reimbursable pursuant to the terms of this Agreement . Reimbursable Project
Costs shall not include any Developer overhead costs, the Construction Supervision Fee, Developer
Fee, or any costs incurred prior to January 1, 2023. Reimbursable Project Costs shall include
1) reasonable fees charged by Architect in connection with certifying Payment Requests and (2) costs
for required insurance and bonds.
1.42. Site Work. The improvements to be constructed on the Land outside of the Buildings
and the Parking Structure, including driveways, sidewalks, and landscaping.
1.43. Site Work Costs. The City-approved costs incurred by Developer to (1) modify the
existing plans pertaining to the Site Work and (2) construct the Site Work.
1.44. Site Work Plans and Specifications. The plans and specifications for the Site Work
described in the Buildings Plans and Specifications and Six Level Structure Plans to be further
developed pursuant to Exhibit D.
1.45. Soft Costs. Costs for the development of the Improvements that do not constitute Hard
Construction Costs including engineering services (i.e., civil, dry utilities, Geotech/soils,
staking/survey, structural, traffic, wet utilities), architectural design services (i.e., building(s), land
planning/design, landscape architecture, payment request certificate) and entitlement and permitting
fees (i.e., utility deposits and reimbursables.)
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1.46. Substantial Completion. The phase of construction of the Improvements at which the
Improvements have been completed in accordance with the Improvement Plans and Specifications,
subject only to punch list items that do not materially impair City’s further improvement work or
intended use of the Improvements.
1.47. Subcontractors. A party or parties under any subcontract with the Prime Contractor to
perform work or provide supplies for the Improvements.
1.48. Tenant Improvements. The improvements to the interior of the Buildings in excess of
the “warm shell” specifications for the Buildings described in the Buildings Plans and Specifications.
1.49. Tenant Improvements Costs. The City-approved costs incurred by Developer to design
and construct the Tenant Improvements.
1.50. Tenant Improvements Plans and Specifications. The plans and specifications for the
Tenant Improvements to be developed pursuant to Exhibit D.
ARTICLE II
TERM
2.1. Term of Agreement. This Agreement shall become effective on the Effective Date,
and the term of this Agreement (the “Term”) shall extend until Acceptance of the Project by City. The
preceding sentence is not intended to and should not be interpreted to extinguish any of Developer’s
obligations under this Agreement that are intended to or expressly survive the expiration or termination
of this Agreement.
ARTICLE III
PROJECT
3.1. Scope of Project. Developer shall furnish, or cause to be furnished, all services,
equipment, tools, apparatus, facilities, incidentals, materials, labor, and skill necessary to develop,
design, construct, maintain, and permit the Improvements in strict accordance with the Improvement
Plans and Specifications, this Agreement, and applicable law.
3.2. Establishment of Guaranteed Maximum Prices (GMPs) for Project Improvements.
3.2.1. Preliminary Cost Estimate. Attached hereto as Exhibit C is a preliminary
estimate of the Reimbursable Project Costs. Such preliminary estimate (1) is intended only to provide
the Parties with a rough estimate of the Reimbursable Project Costs, (2) is not binding on either Party,
and (3) has no effect on the determination of the Guaranteed Maximum Price . The actual Guaranteed
Maximum Price for the Reimbursable Project Costs shall be established as provided herein.
3.2.2. Early Work. Promptly following the Effective Date, Developer shall solicit
informal bids from Subcontractors to perform and Complete the Early Work. Upon City’s approval of
bids and contract documents for the selected Subcontractor for construction of the Early Work,
Developer shall execute a contract with the selected Subcontractor and cause the Early Work to be
performed and Completed. The Early Work shall not be subject to the procurement requirements in
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Article V of this Agreement. Developer shall be compensated for performance of the Early Work in
the same manner as provided in Article VII of this Agreement.
3.2.3. Library and Amenity Buildings. Promptly following selection of the Prime
Contractor, Developer shall cause Prime Contractor to solicit bids from Subcontractors to perform the
work described in the Buildings Plans and Specifications. Upon City’s approval of the Subcontractors’
bids for construction of the Buildings, Developer and Prime Contractor shall establish a guaranteed
maximum price for the Buildings Cost (which for the Library Building is herein referred to as “the
Library Building GMP” and for the Amenity Building “the Amenity Building GMP”), which
guaranteed maximum price shall be subject to reasonable allowances for matters included in the scope
of the work that cannot be established with certainty at that time.
3.2.4. Parking Structure. Promptly following City’s approval of the Parking
Structure Plans and Specifications, Developer shall cause Prime Contractor to solicit bids from
Subcontractors to perform the work described in the Parking Structure Plans and Specifications. Upon
City’s approval of the Subcontractors’ bids for construction of the Parking Structure, Developer and
Prime Contractor shall establish a guaranteed maximum price for the Parking Structure Cost (“the
Parking Structure GMP”), which guaranteed maximum price shall be subject to reasonable
allowances for matters included in the scope of the work that cannot be established with certainty at
that time.
3.2.5. Tenant Improvements. Promptly following execution of the TI Improvement
Contract (as defined in Exhibit D), Developer shall cause Prime Contractor to solicit bids from
Subcontractors to perform the work described in the Tenant Improvement Plans and Specification s.
Upon City’s approval of the Subcontractors’ bids for construction of the Tenant Improvements,
Developer and Prime Contractor shall establish a guaranteed maximum price for the Tenant
Improvements Cost (“the Tenant Improvements GMP”) , which guaranteed maximum price shall be
subject to reasonable allowances for matters included in the scope of the work that cannot be
established with certainty at that time.
3.2.6. Site Work Cost. Promptly following City’s approval of the Site Work Plans
and Specifications, Developer shall cause Prime Contractor to solicit bids from Subcontractors to
perform the work described in the Site Work Plans and Specifications. Upon City’s approval of the
Subcontractors’ bids for construction of the Site Work, Developer and Prime Contractor shall establish
a guaranteed maximum price for the Site Work Cost (“the Site Work GMP”), which guaranteed
maximum price shall be subject to reasonable allowances for matters included in the scope of the work
that cannot be established with certainty at that time.
3.2.7. GMP. As used herein, “GMP” shall mean the portion of the Guaranteed
Maximum Price established for a portion of the Improvements, as such portion of the Guaranteed
Maximum Price may be adjusted under the terms of this Agreement during the course of the Project.
3.3. Provision for GMP Increases. After the GMP has been established for a portion of the
Improvements, the Reimbursable Project Costs for such Improvements shall not exceed such GMP
unless such GMP has been increased, as provided herein. If Developer determines that the amount to
be incurred or expended for the development, design, construction, maintenance, or permitting of an
Improvement will exceed any respective GMP amount, Developer shall promptly notify the City in
writing of the nature and amount of such increase (“Cost Increase Notice”). The Cost Increase Notice
shall include: (a) the facts and circumstances related to the cost increase; (b) an itemized estimate of
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the cost increase; (c) a list of recommended changes to the Improvement or Project (e.g., deductive
changes) which Developer believes could cause the cost to be at or below the current GMP, if any; (d)
whether such increase constitutes a Cost Increase Event; an d (e) a request that such additional costs be
added to the applicable GMP. Developer shall not request and shall not be entitled to costs increases
that result from Developer’s or Developer Parties’ negligence or willful misconduct. In response to a
Cost Increase Notice the City, in its reasonable discretion, with written notice to Developer may either:
i) approve a cost increase in the applicable GMP, or (ii) direct that, if reasonable, Developer further
value engineer, delete, or replace a component or subcomponents of an Improvement so that said
Improvement can be constructed for the then current GMP amount. If there is a Cost Increase Event
and City approves the cost increase as provided in this Section 3.3, the applicable GMP amount(s) shall
be increased accordingly. Any cost increase approved in accordance with this Section 3.3 shall include
a proportional increase in the penal sums of the payment bond for the Project. Developer shall be
solely responsible for all losses, costs, and liabilities of any kind incurred by Developer, the Prime
Contractor, and any Subcontractor engaged in the performance of the Project, and any party supplying
material or equipment for the Project, that result in the Project costs in excess of the applicable GMP
that are incurred without the prior written approval of the City as provided in this Section 3.3. City
shall bear the risk of increases to the Guaranteed Maximum Price to the extent caused solely by City
Delay, City Event of Default, or Force Majeure Events. Any approved Cost Increase Event for City
Delay shall not include any additional Developer overhead costs.
3.4. Cost Reporting. Developer shall, during the Term and, with respect to each record, for
a period of three (3) years after the date such record is created, maintain customary records of
Reimbursable Project Costs that are incurred by Developer in connection with the Project. Such
records shall include, but are not limited to, a general ledger, vendor invoices, cancelled checks,
agreements with third-party contractors, and contractor progress payment billings. Developer shall
furnish to City an itemized statement of the Reimbursable Project Costs incurred and paid by Developer
in connection with the Project, as applicable, within thirty (30) days after Developer receives City’s
request therefor. The statement shall be sworn to and signed by Developer as fairly representing the
Reimbursable Project Costs incurred and paid by Developer. Should Developer perform any
construction with its own personnel, Developer shall maintain the following records with respect to
the actual work performed by its own personnel: a payroll journal, copies of cancelled payroll checks,
and timecards or other payroll documents which show dates worked, hours worked, and pay rates.
Books and records herein required shall be maintained and made available either at the Project site or
at such other location in San Diego County, California as is reasonably acceptable to City. City shall
have the right with 48 hours’ advanced notice and at reasonable times to examine and audit said books
and records without restriction for the purpose of determining the accuracy thereof.
ARTICLE IV
PROJECT TIMELINES
4.1. Commencement and Completion of the Project.
4.1.1.1. Developer shall commence construction of the Project by no later
than the Commencement Date and diligently prosecute the construction of the Project to Completion
by the Completion Date. Developer acknowledges and agrees that, with the possible exception of
anticipated cessation after the first inspection of Early Work, the cessation of construction of the
Project for more than thirty (30) consecutive days, unless caused by a properly noticed and outstanding
City Delay, a City Event of Default, or a Force Majeure Event (defined below), shall be deemed a
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failure by Developer to diligently prosecute the construction of the Project to Completion and shall
constitute an Event of Default under this Agreement without further notice or cure right by Developer.
4.1.1.2. After the initial approval by the City, any changes to any of the
Improvement Plans and Specifications must be approved by the City, in writing, in City’s sole and
absolute discretion, and, once approved, shall be considered a part of the “Buildings Plans and
Specifications”, “Parking Structure Plans and Specifications”, “Tenant Improvement Plans and
Specifications”, and “Site Work Plans and Specifications”, respectively, for purposes of this
Agreement.
4.1.1.3. In constructing the Project, Developer shall comply with all
construction requirements set forth in Exhibit E attached hereto and all Laws.
4.2. Project Schedule and Schedule Updates.
4.2.1. Planned Completion Date. The Project schedule shall indicate an anticipated
completion date following the Commencement Date that is not later than the Completion Date (the
Planned Completion Date”). The Planned Completion Date may be extended in the event of a City
Delay, a City Event of Default causing a delay, or a Force Majeure Delay, or other excusable delay
expressly provided hereunder, provided that Developer duly requests a time extension for its
performance as result of such delay in accordance with this Agreement.
4.2.2. Critical Path Method Schedules. Developer shall require that its Prime
Contractor maintain a detailed, computer-generated, logic-driven, precedence style critical path
method (“CPM”) schedule that is prepared with Primavera or other software and that includes all work
related to the Project. Developer shall submit to City all schedules that Developer receives from its
Prime Contractor in a format acceptable to the City.
4.2.3. Schedule Updates. Developer shall provide City with regular schedule
updates, not less than monthly, which shall include: actual start dates; planned completion dates; and
remaining duration of activities in progress. Developer shall promptly notify the City of any changes
to the schedule.
4.3. Unavoidable Delay. Each of the Developer and City shall be entitled to an extension
of the date of the performance of any obligation required of such Party under this Agreement upon the
occurrence of a Force Majeure Event as and to the extent set forth in this section.
a) Definitions. The term “Force Majeure Event” means the occurrence of any
of the following events, individually or in any combination, to the extent that (x) such event is beyond
the reasonable control of the Developer or City, as applicable, that is asserting that a Force Majeure
Event has occurred (the “Force Majeure Party”) and (y) such event prevents or impairs such Force
Majeure Party from the timely performance of its obligations under this Agreement including acts of
terrorists, war (whether declared or not) or national conflicts; strikes, lockouts, labor disputes, boycotts
or work stoppages not caused by, or limited to work performed for, Developer; unusual and adverse
extreme weather conditions; governmental restrictions, regulations, or controls adopted after the date
of this Agreement that are applicable area-wide, not Project-specific (e.g. restrictions on construction
hours); delays by utility companies in bringing utility service to the Project due to no fault of Developer
or Prime Contractor; delays in obtaining or inability to obtain labor, materials or reasonable substitutes,
beyond time periods typical for the area (despite exercising commercially reasonable efforts to obtain);
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damage to the Building caused by fire or other casualty such as earthquakes. The term “Force
Majeure Delay” means delay in completion of the Improvements caused by a Force Majeure Event.
b) Calculation of Delay. Actual delays resulting from the occurrence of one or
more Force Majeure Events occurring concurrently shall be calculated concurrently and not
consecutively.
c) Exclusions. For purposes of this section, a Force Majeure Event shall not
include adverse general economic or market conditions not caused by any of the events described in
Section 4.3(a) above.
d) Notice and Acceptance Requirement. After the Force Majeure Party learns of
any Force Majeure Event, the Force Majeure Party shall notify the other party in writing within ten
10) calendar days after the Force Majeure Party learns of, and in no event later than thirty (30) days
after commencement of, a Force Majeure Event; however, a Force Majeure Party’s failure timely to
provide such notice shall reduce the period of Force Majeure Delay and shall not preclude the Force
Majeure Party from asserting whatever remedies may arise from the Force Majeure Event (e.g., if the
Force Majeure Party delivered such notice 15 days after the Force Majeure Party learned of the Force
Majeure Event, then the period of allowed delay attributable to the Force Majeure Event would be
reduced by five days). Such notice (the “Initial Force Majeure Notice”) must be made in good faith
and describe the Force Majeure Event creating delay, why such delay is occurring, the estimated
expected duration of such delay, and the commercially reasonable efforts that the Force Majeure Party
is taking to minimize the period of delay. Commencing on the date that is thirty (30) days after the
date of the Initial Force Majeure Notice and for so long as the Force Majeure Event continues, the
Force Majeure Party shall provide the other party with weekly written updates on the estimated
expected duration of such delay and the efforts that the Force Majeure Party is taking to minimize the
period of delay. Within thirty (30) days after the Force Majeure Event, the Force Majeure Party shall
notify the other party in writing that the Force Majeure Event has ceased to exist and of the number of
days by which Force Majeure Event has delayed the Project (the “Force Majeure Notice”). Within
thirty (30) days after receipt of a Force Majeure Notice, the other party shall provide notice to the Force
Majeure Party (the “Force Majeure Response”) that either (a) requires additional information to make
a determination regarding the Force Majeure Party’s assertion of the existence of a Force Majeure
Event or the duration of the delay caused by the Force Majeure Event, (b) approves the Force Majeure
Notice, or (c) denies some or all of the Force Majeure Notice. If the responding party denies some or
all of the Force Majeure Notice, the parties will meet and confer in good faith within ten (10) days
after the delivery of the Force Majeure Response to attempt to reach a mutually acceptable modification
to the Force Majeure Notice that will result in approval of the Force Majeure Notice (“Meet & Confer
Period”). If the Parties do not agree on a modification to the Force Majeure Notice during the Meet
Confer Period, the Force Majeure Party may elect to withdraw the Force Majeure Notice and if the
Force Majeure Party does not withdraw the Force Majeure Notice, then the dispute shall be resolved
by a court of competent jurisdiction.
4.4. Liquidated Damages. Developer’s failure to complete the Project by the Completion
Date will result in damages being sustained by City. Such damages are, and will continue to be,
impracticable and extremely difficult to determine. For each consecutive calendar day in excess of the
time specified for completion of the Project plus additional days duly authorized and approved in
writing by the City, Developer shall pay City, or have withheld monies due it, an amount of $5,000 per
day. Execution of this Agreement shall constitute agreement by City and Developer that the liquidated
damage amount specified in the table above is the minimum value of the costs an d actual damage
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caused by the failure of Developer to complete the Project within the allotted time. Such sum is
liquidated damages and shall not be construed as a penalty, and may be deducted from payments due
the Developer if such delay occurs.
ARTICLE V
PROCUREMENT REQUIREMENTS
5.1. Award of Prime Contract. Pursuant to the findings of the Chula Vista City Council
found in City Council Resolution No. 2022-274, the Developer may award the prime contract to Prime
Contractor for the construction of the Project on the terms and conditions of City Council Resolution
No. 2022-274, this Agreement, and applicable Laws.
5.2. Subcontractor Bid and Award Process for the Project. Developer shall award
subcontracts in strict compliance with the Chula Vista Municipal Code (CVMC) section
2.56.160(H),City Council Resolution No. No. 2022-274, as further delineated in the bid and award
process that is attached as Exhibit G, and in accordance with the terms of this Article V.
5.2.1. Best Qualified Contractor Subcontract Award. If applicable, Developer shall
provide notice of its intention to award a subcontract to a “best qualified contractor” to City for City’s
consideration. If approved by City, in City’s sole discretion, City shall evidence its approval of the
Developer’s proposed best qualified subcontract award by delivering a signed Best Qualified
Contractor Subcontract Award Approval substantially in the form set forth in Exhibit I.
5.3. Bid Opening and Award. Developer shall provide the City with a copy of the tabulation
of competitive bid results with respect to each contract and subcontract it intends to award for the
Project. Developer shall provide the City with copies of all executed contracts awarded for the Project
and Developer shall certify in writing to the City that such contracts were awarded in accordance with
the process described in CVMC 2.56.160(H) and this Agreement.
ARTICLE VI
DESIGN AND CONSTRUCTION STANDARDS
6.1. Standard of Care. Developer will furnish efficient business administration and
supervision and manage the implementation of the Project in an expeditious and economical manner
consistent with City’s interests. Developer shall cause the Prime Contractor and all Subcontractors to
construct the Improvements in a skillful and workmanlike manner and consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Developer shall cause all professional consultants to perform their services in a skillful and
competent manner, consistent with the standards generally recognized as being employed by
professionals qualified to perform the services in the same discipline in the State of California.
6.2. Compliance with Laws.
6.2.1. Developer’s Compliance with Laws. Developer and Developer Parties shall,
in all activities on or in connection with the Land, the Project, or the Improvements, and in all uses
thereof, including without limitation access to or presence on the Land, and construction of the
Improvements, abide by and comply with, and cause all Developer Parties to abide by and comply
with, all Laws. City shall not have any obligation or responsibilit y to cause Developer or Developer
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Parties to comply with Laws applicable to the Land, the Project, or the Improvements, or any use
thereby by Developer or the Developer Parties.
6.2.2. Prevailing Wage. Developer acknowledges and agrees that:
6.2.2.1. Any construction, alteration, demolition, installation, or repair
work, in each case for the Project, required or performed under this Agreement constitutes “public
work” under California Prevailing Wage Law, including Labor Code §§ 1720 through 1861, et seq.
PWL”), and obligates Developer to cause such work to be performed as “public work,” including,
but not limited to, the payment of applicable prevailing wages to all persons subject to the PWL.
6.2.2.2. Developer shall cause all persons performing “public work” for the
Project under this Agreement to comply with all applicable provisions of the PWL and other applicable
wage Laws.
6.2.2.3. Developer’s violations of the PWL shall constitute a breach under
this Agreement.
6.2.2.4. City hereby notifies Developer, and Developer hereby
acknowledges, that the PWL includes, without limitation, Labor Code § 1771.1(b) that provides that
the following requirements described in Labor Code § 1771.1(a) shall be included in all bid invitations
and “public work” contracts: “A contractor or subcontractor shall not be qualified to bid on, be listed
in a bid proposal, subject to the requirements of § 4104 of the Public Contract Code, or engage in the
performance of any contract for “public work,” as defined in this chapter, unless it is currently
registered and qualified to perform “public work” pursuant to Section 1725.5. It is not a violation of
this Section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the
Business and Professions Code or by Sections 10164 or 20103.5 of the Public Contract Code, provided
the contractor is registered to perform “public work” pursuant to Section 1725.5 at the time the contract
is awarded.”
6.2.2.5. Developer acknowledges that its obligations under the PWL with
respect to the Project include, without limitation, ensuring that:
a. pursuant to Labor Code § 1771.1(b), a bid shall not be
accepted nor any contract or subcontract entered into without proof of the contractor or subcontractor’s
current registration to perform “public work” pursuant to § 1725.5;
b. pursuant to Labor Code § 1771.4(a)(1), the call for bids and
contract documents shall specify that the project is subject to compliance monitoring and enforcement
by the California Department of Industrial Relations (“DIR”);
c. pursuant to Labor Code § 1771.4(a)(2), it posts or requires
the Prime Contractor to post job site notices, as prescribed by regulation; and
d. pursuant to Labor Code § 1773.3(a)(1), it provides notice
to the DIR of any “public works” contract subject to the requirements of the PWL, within thirty (30)
days of the award, but in no event later than the first day in which a contractor has workers employed
upon the public work. Pursuant to Labor Code § 1773.3(a)(2), the notice shall be transmitted
electronically in a format specified by the DIR and shall include the name and registration number
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issued by the DIR pursuant to §1725.5 of the contractor, the name and registration number issued by
the DIR pursuant to §1725.5 of any subcontractor listed on the successful bid, the bid and contract
award dates, the contract amount, the estimated start and completion dates, job site location, and any
additional information that the DIR specifies that aids in the administration and enforcement of the
PWL. PWC-100 is the name of the form currently used by the DIR for providing the notice, but
Developer shall determine and use whatever form the DIR requires.
6.2.2.6. The City shall not be responsible for Developer’s failure to comply
with any applicable provisions of the PWL.
6.3. Compliance with Design and Construction Standards; Chula Vista Building Code .
6.3.1. Developer shall comply, and require compliance by the Prime Contractor,
Subcontractors, its employees and agents, and other Developer Parties, with the applicable Design and
Construction Standards, in connection with the Project.
6.3.2. Developer shall comply, and require compliance by any of its Prime
Contractor, Subcontractors, its employees and agents, and other Developer Parties, with the applicable
provisions of the Chula Vista Building Code in connection with the Project.
6.4. City Approval Not a Waiver of Obligations. Where approval by the City is required
under this Agreement, it is understood to be general approval only and does not relieve Developer of
responsibility for complying with all applicable Laws or other requirements of this Agreement.
6.5. Site Safety and Security. Developer shall be responsible for safety and security of all
persons, materials, equipment, and property on, under and about the Land and any Improvements from
the Effective Date until Closing.
6.5.1. Environment. In the construction and development of the Improvements,
Developer shall comply with all environmental laws and regulations, inclu ding the Clean Air Act of
1970, the Clean Water Act, Executive Order number 11738, and the Stormwater Management and
Discharge Control Ordinance No. 0-17988 and any and all Best Management Practice (“BMP”)
guidelines and pollution elimination requirements as may be established by an enforcement official.
Developer shall prepare and incorporate into the drawings and specifications a Stormwater Pollution
Prevention Plan (“SWPPP”) to be implemented by Developer during Project construction and, until
Acceptance. Where applicable, the SWPPP shall comply with both the California Regional Water
Quality Control Board Statewide General Construction Storm Water permit and National Pollution
Discharge Elimination System permit requirements and shall be in conformance with the City of Chula
Vista BMP Design Manual and CVMC Chapter 14.20 (Storm Water Management and Discharge
Control).
6.5.2. Access to Project Site. During construction, the City shall have the right, but
not the obligation, to enter upon and inspect the portions of the Land where the construction of the
Improvements is ongoing, during normal business hours and upon a two (2) Business Days’ prior
notice to Developer (except for or in connection with inspections undertaken by City in its regulatory
capacity and except in the case of an emergency in which case no prior notice shall be required ).
Nothing herein shall limit the City’s right to enter the Land at any time to exercise its police powers.
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6.6. Public Right-of-Way. All work, including materials testing, special testing, and
surveying to be conducted in the public right-of-way shall be coordinated with the City. Developer
agrees to follow all Laws and regulations, and all written and publicly available standards and
regulations of the City, as applicable, while working in the public right-of-way, including, but not
limited to, utilizing proper traffic control and obtaining necessary permits.
6.7. Traffic Control. In connection with the Project, Developer shall be responsible for
traffic management, including traffic control implementation, maintenance, and preparing detailed
traffic control plans to be submitted to the City for consideration and approval.
6.8. Maintenance. Developer shall maintain and be responsible for each portion of the Land
and the Improvements from the Effective Date until Closing, including ongoing erosion prevention
measures. All costs incurred by Developer in maintaining the Land and Improvements are included in
allowed Reimbursable Project Costs and, if a GMP has been established for such costs, subject to such
GMP.
6.9. Construction Cooperation.
6.9.1. Within thirty (30) days after the selection of the Prime Contractor, the Parties
shall schedule a meeting regarding the construction and development of the Improvements. Developer
and City shall cause executive and project level personnel of Developer and City to attend such
meeting.
6.9.2. After execution of the Prime Contract, at 8:00 AM on the fifth (5th) Business
Day of each month at the site, (or such other time and place as the Parties may reasonably agree),
Developer and City shall cause appropriate representatives of Developer and City to attend a meeting
regarding the construction and development of the Improvements and other matters related thereto.
Other meetings relating to the Project shall be held at times and at such frequency as reasonably
requested by the Developer or City.
ARTICLE VII
PAYMENT OF PROJECT COSTS
7.1. Progress Payments. In consideration for Developer’s satisfactory performance under
this Agreement, and conditioned upon timely and properly submitted Payment Requests to City, the
City agrees to make progress payments to the Developer in accordance with the provisions of this
Section 7.1. The amount of each progress payment shall be computed as follows:
7.1.1. The amount of each progress payment shall include:
7.1.1.1. The Reimbursable Project Costs actually incurred by Developer
and for which Developer has made payment since the prior Payment Request (or since the
Commencement Date in the case of the first progress payment request);
7.1.1.2. the Developer’s Fee calculated based upon the Reimbursable
Project Costs then due to the Developer;
7.1.1.3. Developer’s Construction Management Fees calculated based upon
the Hard Construction Costs then due to the Developer.
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7.1.2. The amount of each progress payment shall then be reduced by, without
duplication:
a. Ten percent (10%) retention of the amount of
Reimbursable Project Costs submitted by Developer for reimbursement;
b. The amount by which the Architect, pursuant to the
Architect’s Certificate that is attached to such Payment Request, reduces the amount to be paid with
respect to such Payment Request. The Architect may reduce such amount to the extent the work
performed by Developer for which payment is requested has not been substantially performed in
accordance with Buildings Plans and Specifications, Tenant Improvement Plans and Specifications,
Parking Structure Plans and Specifications, and/or the Site Work Plans and Specifications.
7.2. Prerequisites to Progress Payment.
7.2.1.1. Payment Request. Prior to City’s making any payments to
Developer, Developer shall provide the City with a Payment Request. Each Payment Request shall be
on substantially the form attached hereto as Exhibit H, or other form as agreed to by the Parties. The
City shall not have an obligation to make payment to Developer unless and until Developer provides a
completed Payment Request, together with all of the items described therein (including the Architect’s
Certificate), and such Payment Request is approved by the City as provided in Section 7.1.3 below.
7.2.1.2. Inspection. In connection with any City review of a Payment
Request, or otherwise, City shall have the right to inspect the Improvements as provided in section 2-
11 of the Greenbook. Developer shall ensure that all persons and entities providing work or services
for the Project cooperate with City and comply with City’s inspection rights under this Section.
7.2.1.3. City Approval. The City will review each Payment Request and
the supporting documentation. If the City Manager or designee finds in his/her reasonable discretion
that any Payment Request is incomplete or contains material errors or misstatements, then the City
shall inform Developer in writing within fifteen (15) Business Days after Developer provides the
Payment Request to City of the reasons for City’s finding(s). Developer shall have the right to respond
to the finding(s) by submitting further documentation or information after receipt of the City’s
finding(s). The City shall review any further documentation or information received from Developer
in support of the Payment Request and inform Developer of City’s approval or denial of a Payment
Request, or portions thereof, within ten (10) Business Days after Developer provides such further
documentation or information to City. If the City determines that the Payment Request is still
incomplete or contains material errors or misstatements, but that sufficient and complete
documentation or information exists with respect to a portion of the Payment Request, then the City
shall approve Payment Request with respect to such portion of the Payment Request.
7.2.2. Time of Payment. If the City approves all or a portion of a Payment Request,
then the City shall cause payment to be made to Developer within thirty (30) days after such approval.
7.2.3. Additional Costs. Provided that City has timely and fully paid all
uncontested amounts owed under this Agreement, any costs that may accrue, such as interest on late
payments to the Prime Contractor, Subcontractors, suppliers, or consultants as a result of the
Developer’s failure to make a payment to such parties shall not be the obligation of the City and such
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additional costs shall be the obligation of the Developer and not eligible as a Reimbursable Project
Cost.
7.3. Final Payment. In consideration for Developer’s Completion of the Project, and
subject to City’s Acceptance of the Project in accordance with Article VIII, City agrees to make a final
payment to Escrow Holder which shall include all withheld retention amounts and any other balances
due to Developer for Reimbursable Project Costs by no later than thirty-five (35) days after
Acceptance; however, if City elects to exercise City’s option under the Purchase and Sale Agreement
to complete the Closing prior to the Target Closing Date (as such terms are defi ned in the Purchase
and Sale Agreement), such final payment shall be delivered through Escrow Holder on the date
specified by City in the Early Closing Notice (as such term is defined in the Purchase and Sale
Agreement).
ARTICLE VIII
ACCEPTANCE OF IMPROVEMENTS
8.1. Acceptance of Project Improvements. Subject to Developer’s Completion of the
Improvements in strict accordance with the Improvement Plans and Specifications, in compliance with
this Agreement and all Laws, and Developer’s satisfaction of all Conditions of Acceptance set forth in
Section 8.1.1, the City will agree to Accept the Improvements. Provided that City’s Acceptance of a
portion of the Improvements does not interfere with construction of the remainder of the
Improvements, then City may, in City’s sole discretion, Accept one or more portions of the
Improvements prior to Completion.
8.1.1. Conditions of Acceptance. Prior to Acceptance of the Improvements, or any
portion thereof, Developer shall:
8.1.1.1. Complete all punch-list items from the City’s inspection of the
Improvements.
8.1.1.2. Record a Notice of Completion (NOC) that is approved by the City
with the County Recorder of San Diego County at least thirty-five (35) days prior to Acceptance of
such portion of the Improvements.
8.1.1.3. Submit to the City the following with respect to such portion of
Improvements:
a. Record drawings or “as-builts” in the form of final as-built
CAD files; and
b. As-built drawings that show all differences between the
Improvement Plans and Specifications as drawn and the work as actually installed. The as -built
drawings will also show any work added to the Improvements that was not shown on the Improvement
Plans and Specifications. Mechanical and electrical as-built drawings shall indicate the routing of all
piping, duct work, and power and control wiring.
c. One set of final as-graded soils reports;
d. Completed City Form 5519 Certification;
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e. Completed City Form 5522 Statement of Substantial
Conformance;
f. Operations and maintenance manuals; and
g. All written guaranties and warranties furnished or required
to be furnished by Prime Contractor, Subcontractors, or materials suppliers related to the
Improvements.
8.1.1.4. Submit to City documentation and information reasonably
necessary for City to provide the following items to Developer with respect to the Improvements or a
portion thereof:
a. Approval from City’s Land Surveyor, as applicable,
confirming survey monuments are set and verified (as applicable); and
b. Written approval from City’s NPDES section, as
applicable, confirming stormwater requirements have been satisfied.
8.1.2. Acceptance Notice and Confirmation of Acceptance . When Developer
reasonably determines that the conditions for Acceptance of any portion of the Improvements have
been satisfied, Developer will provide written notice thereof to City (an “Acceptance Notice”). The
City shall either confirm its Acceptance of such component of the Improvements or set forth the
reasons for denying its Acceptance within ten (10) Business Days after City’s receipt of such
Acceptance Notice. If the City denies Acceptance, then Developer shall take such steps as may be
reasonably necessary to address the City’s reasons for denying its Acceptance and submit a new
Acceptance Notice to City and the foregoing process shall continue on an iterative basis (and City shall
have ten (10) Business Days to respond to each Acceptance Notice) until the City has confirmed that
Acceptance of such component has occurred. Acceptance of any Improvement or the Improvements
shall not limit any of Developer’s obligations under this Agreement, including those in Article XI
Defective Work), and Acceptance does create any obligation upon any City to repair or correct any
defects in any Improvement or the Improvements. For the avoidance of doubt, notwithstanding an
Acceptance of any Improvement by the City, Developer acknowledges and agrees that Developer is
responsible for the maintenance of all Improvements until Closing.
8.1.3. Effect of City’s Early Closing Option. If City delivers to Developer an Early
Closing Notice (as defined in the Purchase and Sale Agreement), the conditions of Acceptance
described above shall be modified to include only those conditions that can reasonably be satisfied as
of the revised Closing Date specified by City in the Early Closing Notice.
ARTICLE IX
WARRANTIES
9.1. Enforcement of Warranties. Upon Acceptance of each applicable component of the
Improvements, Developer shall assign any manufacturer’s warranties to the City accepting ownership
of such applicable component of the Improvements. Until such warranties are assigned to the City,
Developer shall enforce for the City’s benefit all warranties provided in any contract with respect to
such Improvements and any other explicit warranties with respect to such Improvements.
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9.1.1. Materials and Workmanship. In addition to all other warranties provided by
law or this Agreement, Developer shall require its Prime Contractor and Subcontractor(s) to warrant
all work on the Project against Defective Work for a period of three (3) years following the date of
Completion (the “Warranty Period”).
9.1.2. New Materials and Equipment. Developer shall require its Prime Contractor
and Subcontractor(s) to warrant and guarantee to City that all materials and equipment incorporated
into the Improvements are new unless otherwise specified and approved by City.
9.1.3. Documentation. Developer shall furnish, or cause its Prime Contractor to
furnish, City with all warranty and guarantee documents with respect to the Improvements prior to
Acceptance.
9.2. Additional Warranties. In addition to the warranties set forth in this Article, following
Acceptance, Developer or its Prime Contractor shall assign to City any and all other manufacturer’s or
installer’s warranties for equipment or materials not manufactured by the Prime Contractor provided
as part of the work related to the Project. Developer shall furnish, or cause its Prime Contractor to
furnish, the City with all warranty and guarantee documents with respect to the Improvements prior to
Acceptance.
ARTICLE X
DEFECTIVE WORK
10.1. Correction, Removal, or Replacement. If the City (1) determines any Improvement
contains Defective Work and (2) within the Warranty Period provides written notice thereof to the
Developer, the Developer’s Prime Contractor, or applicable Subcontractor, Developer shall promptly
correct, repair, or remove and replace, or cause the correction, repair, or removal and replacement of,
the Defective Work.
10.2. Extension of Warranty. When Defective Work, or damage therefrom, has been
corrected, repaired, removed and replaced, as applicable, during the initial Warranty Period, the
Warranty Period for such Defective Work will be extended for an additional time period equal to the
period commencing on the date City delivered to Developer notice of the Defective Work and endin g
on the date of the satisfactory completion of the correction, repair, or replacement and removal of the
Defective Work, as applicable.
10.3. Right of City to Correct. In the event of the Developer’s failure to comply with the
requirements of Section 10.1 within thirty (30) days after Developer receives notice of Defective Work
from the City, or in the event of an emergency or immediate threat to public safety, Developer shall as
promptly as practicable correct, repair, or remove and replace the Defective Work. If Developer does
not do so, the City may, in its sole and absolute discretion, correct, repair, or remove and replace the
Defective Work. In such circumstances, the costs payable to the Developer shall be reduced by the
actual costs incurred by the City to correct, remove, or replace the Defective Work, or, if all amounts
owed to Developer have been paid, Developer shall be liable to reimburse City for any and all costs
incurred to correct, repair, or remove and replace the Defective Work.
10.4. No Limitation on Other Remedies. Exercise of the remedies for Defective Work
pursuant to this Article X shall not limit the remedies the City may pursue under this Agreement or at
law or equity.
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10.5. Survival. This Article X shall survive the earlier termination or expiration of this
Agreement.
ARTICLE XI
SECURITY FOR CONSTRUCTION
11.1. Performance Bond. Developer shall provide a performance bond (or bonds) on a form
acceptable to the City for the construction of the Early Work and the Improvements. The aggregate
amount of such bond(s) will be no less than the amount payable from Developer to the contractor for
the construction of the Early Work or the Improvements, respectively. Developer shall cause the City
to be named as a co-obligee of all such performance bond(s).
11.2. Payment Bond. Developer shall provide a payment bond (or bonds) on a form
acceptable to City and the aggregate amount of such bond(s) will be no less than the amount payable
from Developer to a contractor for the Early Work of Improvements, respectively.
11.3. Admitted Sureties. All bonds required by this Agreement must be issued by a surety
authorized to transact such business in the State of California, listed as approved by the United States
Department of Treasury Circular 570, and maintaining an underwriting limitation sufficient to issue
bonds in the amount required by this Agreement.
11.4. Delivery and Maintenance. Prior to commencement of construction for the Early Work
or an Improvement, Developer shall deliver the payment bond(s) and performance bond(s) to the City.
With respect to the Early Work or any portion of the Improvements under contract, Developer shall
ensure that (a) the payment bond is maintained though the period of time required by California Civil
Code Section 9558 and (b) the performance bond is maintained for at least three (3) years following
Acceptance of the Early Work or such portion of the Improvements. The cost for such bonds are
included in the allowed Reimbursable Project Costs as Hard Construction Costs.
11.5. Increases to Penal Sums. If the estimated amount payable from Developer to the a
contractor for the construction of the Early Work or the Improvements is increased, the Developer shall
advise such contractor and the surety of the increased amount and the payment bond(s) and
performance bond(s) shall be increased accordingly.
11.6. Notice and Opportunity to Cure. The payment bond(s) and performance bond(s) shall
include provisions that the surety will not be released from liability to those for whose benefit such
bond has been given, by reason of any breach of contract between the Developer and contractor for the
Early Work or an Improvement, or on the part of any obligee named in such bond, without prior written
notice to the City and sufficient opportunity to cure.
11.7. Insolvency or Bankruptcy. If the surety on any of the above-mentioned bonds
pertaining to Project is declared bankrupt becomes insolvent (as defined in Insurance Code Section
985), or its right to do business is terminated in the State of California, Developer shall, within fifteen
15) Business Days after Developer’s actual knowledge or receipt of notice from the City, substitute
or require the substitution of another bond and surety, reasonably acceptable to the City, on the same
terms and conditions as provided above.
11.8. Calling a Bond. Developer acknowledges and agrees that if Developer’s construction
of the Project has not been performed in accordance with this Agreement or if the Developer has failed
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to cure any Defective Work as required by this Agreement, the City may use the performance bond
referenced herein to complete the Project. This remedy is not a limitation on remedies of the City, as
applicable and is in addition to any other remedy that the City may have at law or in equity.
11.9. Survival. Developer’s obligations under this Article shall survive the expiration and/or
termination of this Agreement.
ARTICLE XII
INDEMNITY AND DUTY TO DEFEND
12.1. General Indemnity. To the maximum extent allowed by law, Developer shall defend,
indemnify, protect, and hold harmless the City and the City Parties, at Developer’s sole cost and
expense and with counsel approved by City, from any and all claims (including claims under
negligence and strict liability), demands, liability, losses, causes of action s and suits of any kind,
administrative or judicial proceedings, orders, judgments, and all related costs arising directly or
indirectly out of (i) the performance, or lack of performance, by Developer of any of its obligations
under this Agreement, (ii) the construction of the Improvements or any portion or component thereof,
iii) any breach by Developer of its obligations under this Agreement, (iv) any accident, injury, or
damage whatsoever caused to any person or the property of any Person on or near the Land; (v) the
use, occupancy, possession, or operation of the Land or an Improvement, or (vi) any acts or omissions
of any Developer Party in any way related to this Agreement, except for claims or litigation arising
through (1) the sole negligence or willful misconduct of City, or (2) City’s breach of its obligations
under this Agreement or the Purchase and Sale Agreement . The foregoing indemnity obligations of
Developer are in addition to, and not in limitation of, any other indemnity obligations of De veloper
contained in this Agreement or any other agreement between City and Developer.
12.2. Damage to Other Properties. The indemnification and agreement to hold harmless set
forth in Section 12.1 shall extend to damages, including without limitation monetary claims based on
allegations of takings or inverse condemnation, resulting from diversion of waters, change in the
volume of flow, modification of the velocity of the water, erosion or siltation, or the modification of
the point of discharge as the result of, and to the extent of and proportion caused by, the negligence by
Developer, its officials, officers, the Prime Contractor, Subcontractor(s), agents, or employees in the
construction of the Improvements.
12.3. Hazardous Materials Indemnity.
12.3.1. Developer hereby assumes for itself and shall defend, indemnify, protect, and
hold harmless the City and the City Parties from any and all claims, demands, liability, losses, causes
of actions and suits of any kind, administrative or judicial proceedings, orders (judicial or
administrative), judgments, and all related costs (whether or not based upon personal injury,
negligence, strict liability, property damage, or contamination of, or adverse effects upon, the
environment, waters or natural resources, including any loss of or damage to any City’s real or personal
property), resulting from, any Hazardous Materials activity on, about or under the Land by Developer
or any Developer Party, or any breach by Developer of its obligations under this Section 12.3, at
Developer’s sole cost and expense and with counsel and experts selected by City. Developer’s
obligations under this section include, without limitation, any environmental cleanup, costs incurred
in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal,
or restoration work required by this Agreement or any federal, state or local government agency
because of Hazardous Materials present in the air, soil or ground water above, on, or under the Land.
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City shall have a direct right of action against Developer even if no third party has asserted a claim .
The indemnification and environmental cleanup requirements under this section include but are not
necessarily limited to:
12.3.1.1. Losses attributable to diminution in the value of the Land or the
Improvements;
12.3.1.2. Losses of rental or other income from the Land or the
Improvements;
12.3.1.3. Loss or restriction of use of rentable space(s) in the Land or the
Improvements;
12.3.1.4. Adverse effect on the marketing of any space(s) in the Land or
Improvements; and
12.3.1.5. All other liabilities, obligations, penalties, fines, claims, actions
including remedial or enforcement actions of any kind and administrative or judicial proceedings,
orders, or judgments), damages (including consequential and punitive damages), and costs (including
reasonable attorney, consultant, and expert fees and expenses).
Notwithstanding the foregoing, nothing in this Section 12.3 shall be construed to apply to any
Hazardous Materials that were (1) present on the Land prior the date Developer became the owner of
the Land and (2) disclosed to City in the Due Diligence Documents (as governed by the terms of the
Purchase and Sale Agreement).
12.4. Illegal Discharge to Storm Drains. Developer shall defend, indemnify, protect, and
hold harmless City and City Parties from and against all claims asserted, or liability established for
damages or injuries to any person or property resulting from a discharge to public storm drains in
violation of applicable laws to the extent arising out of the construction of the Improvements (an
Illegal Discharge”) caused by any action or failure of Developer or any Developer Party to take
reasonable measures to prevent an Illegal Discharge or any Illegal Discharge by any such persons or
entities. Developer shall also be responsible for payment of any fines or penalties assessed against the
City for an Illegal Discharge.
12.5. Costs of Defense and Award. Developer shall immediately accept all tenders and
defend, at Developer’s own cost, expense, and risk, any and all claims, demands, suits, actions, or other
legal or administrative proceedings that may be brought or instituted against the City or any City Party
that are covered by the defense obligation in this Article. Developer acknowledges and agrees that its
obligation to accept tender and defend City and all City Parties is absolute and not subject to any
limitations in this Agreement, or elsewhere. Developer shall pay and satisfy any judgement, award, or
decree that may be rendered against City or any City Party for any and all related legal expense and
costs incurred by any of them.
12.6. Insurance Proceeds. Developer’s obligation to defend, indemnify, protect, or hold
harmless shall not be restricted to insurance proceeds, if any, it receives.
12.7. Declarations. Developer’s obligations under this Article shall not be limited by any
prior or subsequent declaration by Developer.
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12.8. Survival. Developer’s obligations under this Article shall survive the expiration and/or
termination of this Agreement.
ARTICLE XIII
INSURANCE REQUIREMENTS
13.1. Insurance Requirements. Developer shall procure and maintain for the duration of the
Agreement, and for five (5) years post occupancy of each Improvement, insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the performance
of the Project by Developer or any Developer Party. All insurance required to be maintained by
Developer or Prime Contractor under this Article XIII and be included in Reimbursable Project Costs
as Hard Construction Costs.
13.2. Forms and Amounts of Coverage. The policies for said insurance shall, as a minimum,
provide the following:
13.2.1. Commercial General Liability. “Occurrence” form Commercial General
Liability covering the Project site or the Project, operations and contractual liability assumed by
Developer in this Agreement in the amount indicated in Section 13.2.1.1 below. Developer’s defense
and indemnification obligations under this Agreement shall in no event be limited by the terms or
qualifications to the contractual liability coverage under such insurance.
13.2.1.1. Commercial General Liability Policy Amount: Not less than Five
Million Dollars ($5,000,000) per occurrence limit for bodily injury and property damage. The general
aggregate limit shall be not less than Ten Million Dollars ($). All such limits may be satisfied by limits
set forth in primary policies and excess policies.
13.2.2. Builder’s Risk Property Coverage. Builder’s risk completed value form
insurance covering the perils insured under the ISO special causes of loss form, including collaps e,
water damage and transit, covering the total value of work performed and equipment, supplies and
materials furnished (with an appropriate limit for soft costs in the case of construction) and covering
the full insurable value (exclusive of the cost of n oninsurable items) of all equipment, supplies and
materials at any off-site storage location used with respect to the Project or in transit. Specific limits
of insurance for flood shall be determined at the joint discretion of Developer and City. Earthquake
limits shall, at a minimum, cover 250 year maximum probable loss or such other limits as are agreed
to by Developer and City. City shall be named as an additional insured under any builder’s risk policy
procured by the Developer pursuant to this Agreement.
13.2.3. Worker’s Compensation. Workers’ compensation insurance covering all
persons employed by Developer at the Project site and the Project and with respect to whom death or
bodily injury claims could be asserted against Developer, City, a City Party, the Project site, the Project,
with statutorily required limits, and employer’s liability insurance with minimum limits of not less than
the California State statutory minimum of One Million Dollars ($1,000,000) for each
accident/employee/disease. Workers’ compensation insurance shall include a waiver of subrogation
endorsement.
13.2.4. Automobile Liability. If Developer owns or leases vehicles, business
automobile liability insurance covering liability arising out of vehicles used on or about the Project site
or the Project by Developer or its employees insuring against liability for bodily injury, death , and
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property damage in an amount not less than One Million Dollars ($1,000,000) each accident limit and
Two Million Dollars ($2,000,000) combined single limit.
13.2.5. Contractor’s Pollution Liability Coverage. Developer shall obtain or cause
to be obtained Contractor’s Pollution Liability, Pollution Legal Liability and/or Asbestos Pollution
Liability and/or Errors & Omissions applicable to the work being performed or the potential release of
any Hazardous Material, with limits of Five Million Dollars ($5,000,000)per claim or occurrence and
Ten Million Dollars ($10,000,000) aggregate per policy period of one year or the limits maintained by
or available to the contractor, whichever is higher. The City shall also be named as additional insureds
on any such policy.
13.3. General Requirements.
13.3.1. Certificates and Other Requirements. Developer shall provide the City with
insurance certificates, in the form customary in the insurance industry, issued by the insurer evidencing
the existence of the necessary insurance policies and certified endorsements effecting coverage
required by this Article (“Certificates”). The Certificates and endorsements for each insurance policy
are to be signed by a person authorized by that insurer to bind insurance on its behalf. Notwithstanding
the foregoing, Developer shall request copies of each insurance policy required under this Article and
make available to the City for inspection at the Project site any insurance policy it receives.
13.3.2. Additional Insureds and Other Requirements. All liability insurance policies
shall name, or be endorsed to name the City and all City Parties as additional insureds and protect the
City and City Parties against any legal costs in defending claims. All liability policies shall provide
cross-liability coverage. If Developer receives notice of any cancellation, modification such that the
requirements of this Agreement are no longer satisfied, suspension or voiding of an insurance policy
required under this Article from the applicable insurance carrier, then Developer shall provide to the
City written notice thereof within five (5) Business Days after receipt of such notice. To the extent the
policy is blanket endorsed or is specifically endorsed to provide the same, all insurance policies shall
also provide that the subject policy shall not be cancelled without thirty (30) days’ prior written notice
to the City. All insurance policies shall be endorsed to state that Developer’s insurance is primary and
not excess or contributory to any insurance issued in the name of the City. Further, all insurance
companies must have an S&P or AM Best rating of not less than “A-”.
13.3.3. Deductibles. Any deductibles or self-insured retentions must be declared to
the Developer and the City and be consistent with customary deductibles and self -insured retentions,
as applicable; provided, however, if the deductible or self-insured retention is in excess of One Million
Dollars ($1,000,000), Developer shall provide the City with reasonably satisfactory evidence of its
ability to meet the deductible or self-insured retention.
13.3.4. No Limit on Liability. The procuring of such required policies of insurance
shall not be construed to limit Developer’s liability hereunder, nor to fulfill the indemnification
provisions and requirements of this Agreement.
13.3.5. Compliance with Insurance Requirements. Developer agrees not to keep on
the Project site or permit to be kept, used, or sold thereon, anything prohibited by any fire or other
insurance policy covering the Project site. Developer shall, at its sole expense, comply with all
reasonable requirements for maintaining fire and other insurance coverage on the Project site and
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represents to City that Developer will confirm that it is in compliance with such requirements at all
times.
13.4. Waiver of Subrogation. Developer hereby releases City from any and all liability or
responsibility to Developer or anyone claiming through or under Developer by way of subrogation or
otherwise for any loss or damage to the Project site or Project improvements, or any of Developer’s
personal property or business caused by or arising from a fire or any other event that is covered by the
insurance required to be carried pursuant to this Agreement or is actually carried, even if such fire or
other event shall have been caused by the fault or negligence of City.
13.5. Survival. Developer’s obligations under this Article shall survive the expiration and/or
termination of this Agreement.
ARTICLE XIV
RECORDS AND AUDITS
14.1. Retention of Project Records. Developer shall use commercially reasonable efforts to
maintain the Project Records (defined below) for a period of not less than three (3) years after the date
such record is created. Developer shall make available to the City any of the Project Records upon
request of City. “Project Records” means the following documents and materials, but only if such
documents and materials are related to the Project: contract documents, plans and specifications,
inspection reports, invoices related to Reimbursable Project Costs, and documents that evidence
payment of Reimbursable Project Costs or the basis for such payments. “Project Records” also means
such other documents that (a) are reasonably necessary to evaluate (i) whether the Project has been or
is being constructed in accordance with the requirements of this Agreement; (ii) whether the
certifications that have been made in any Payment Request are true and correct; (iii) the existence of
any Force Majeure Event that Developer asserts exists and the duration of any delay in connection
therewith; or (vi) the amount of Reimbursable Project Costs that have been incurred.
14.2. Audit of Records. At any time during normal business hours, with 48 hours’ advanced
notice and as often as the City reasonably deem necessary, Developer shall make available, or shall
cause its Prime Contractor or any Subcontractor to make available, to City for examination at the
Project site or at such other location in San Diego County, California as is reasonably acceptable to the
City all Project Records. Developer, the Prime Contractor, and Subcontractors will permit City to
make audits of the Project Records. If any Project Records are not made available at the Project site
or at such other location in San Diego County, California as is reasonably acceptable to City, then
Developer shall pay all the travel related costs of City to audit such Project Records at the location
where the records are maintained. Such costs will not be Reimbursable Project Costs.
14.2.1. Costs. Developer and Developer’s agents shall allow City to audit and
examine the Project Records and any and all accounting procedures and practices that City reasonably
determines are necessary to discover and verify all costs of whatever nature, which are claimed to have
been incurred, anticipated to be incurred, or for which a claim for additional compensation or for extra
work have been submitted under this Agreement.
14.3. Survival. Developer’s obligations under this Article shall survive the expiration and/or
termination of this Agreement.
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ARTICLE XV
TITLE TO ALTERATIONS AND IMPROVEMENTS
15.1. Title to Project. The improvements constituting the Improvements which may be
installed, constructed, or placed in, on, over, or under the Land, from time to time by Developer in
accordance with this Agreement shall remain Developer’s property until Closing. Upon Closing under
the Purchase and Sale Agreement, the Improvements shall be owned by City.
15.2. Survival. The terms of this Article XV shall survive the expiration or earlier
termination of this Agreement.
ARTICLE XVI
LIENS
16.1. No Right to Bind City. Neither Developer nor any Developer Party shall have any
power or authority to do any act or thing, or to make any contract or agreement which shall bind City.
City shall have no responsibility to Developer, Developer Party, or other person who performs, causes
to perform, engages in or participates in any construction of the Project, any portion of the Project, or
any other work on the Project site at the request of Developer, Developer Party, or other persons.
Subject to City’s timely and fully paying all uncontested amounts due under this Agreement, City shall
not be required to take any action to satisfy any such contract or agreement or to remove or satisfy any
lien resulting therefrom.
16.2. Notice of Non-Responsibility. Developer shall give written notice to all contractors,
subcontractors, and materialmen of City’s non-responsibility in connection with any construction of
the Project, any portion of the Project, or any other work on the Project site.
16.3. Mechanics’ Liens. Developer shall pay or cause to be paid all costs for work, labor,
services, or materials supplied to or performed on the Land that might result in any mechanics’ lien or
similar lien. If Developer receives notice that any mechanics’ lien or any similar lien is reco rded
against the Land and City has timely and fully paid all uncontested amounts owed under this
Agreement, then Developer shall cause such lien to be released and removed of record within thirty
30) days after Developer receives notice of the recordation of the mechanics’ lien or similar lien.
Developer shall indemnify, defend, release and save City free and harmless from and against any and
all claims of lien of laborers or materialmen or others for work performed or caused to be performed
or for materials or supplies furnished for the Improvements or at the Land.
16.4. Contest of Lien. If Developer in good faith wishes to contest the amount or validity of
any lien (other than any lien with respect to taxes), then Developer shall have the right to do so;
provided that (a) Developer shall first provide City with at least ten (10) Business Days’ written notice
prior to any such contest, (b) Developer shall first record a surety bond sufficient to release such lien;
and (c) Developer shall cause the following conditions to remain satisfied during such contest:
16.4.1. such contest shall not place the fee estate of the Land in material danger of
being forfeited or lost;
16.4.2. such contest shall be without cost, liability, or expense to City;
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16.4.3. Developer shall prosecute such contest with reasonable diligence and in good
faith; and
16.4.4. no Event of Default shall exist under this Agreement at the time of or during
such contest.
16.5. City’s Right to Pay. If (1) City has fully and timely paid all uncontested amounts owed
under this Agreement, (2) Developer shall be in default in paying any charge for which a lien claim
has been filed, and (3) Developer has not contested such lien in accordance with Section 1 6.4, then
City may, but shall not be so obliged to, pay said lien claim and any costs incurred in connection
therewith, and the amount so paid, together with reasonable attorneys’ fees incurred in connection
therewith, shall be immediately due and owing from Developer to City, and Developer shall pay the
same to City, together with interest on the full amount thereof at the default rate from the date of City’s
payments until paid.
ARTICLE XVII
TAXES
17.1. Tax Claims. Each Party agrees to (A) promptly notify the other Parties of any audit,
examination, or other proceeding with respect to any tax, tax return (including any schedule attached
thereto), or information reporting related to the Project (collectively, the “Tax Claims”, and
individually, a “Tax Claim”) and (B) reasonably cooperate with the other Parties in connection with
any Tax Claim. In the event that any Tax Claim is asserted against City, Developer agrees to indemnify
and defend City, at Developer’s sole cost and expense, and hold City harmless from any and all
expenses and related costs arising in connection with such Tax Claim.
ARTICLE XVIII
EVENTS OF DEFAULT AND REMEDIES
18.1. Events of Default. The occurrence of any one or more of the following events shall
constitute an event of default by Developer hereunder (each, an “Event of Default”):
18.1.1. Failure to Pay. Failure by Developer to pay, when due, any payment, or
charge that Developer is required to pay, where such failure continues for a period of ten (10) days
after written notice thereof from City.
18.1.2. Failure to Perform. Failure by Developer to perform any express or implied
covenants or conditions in this Agreement, where such failure continues for thirty (30) days after
written notice thereof from City; provided that, if the nature of such failure is such that the same cannot
reasonably be cured within such thirty (30) day period, and Developer diligently commences such cure
within such thirty (30) day period and thereafter diligently proceeds to rectify and cure such failure,
then such failure shall not constitute an Event of Default; and provided, further, that if such failure is
due to a Force Majeure Event, then such failure shall not constitute an Event of Default for so long as
the Force Majeure Event exists.
18.1.3. Bankruptcy Event. The occurrence of a bankruptcy event. For purposes of
this Agreement, a “bankruptcy event” shall mean any person liable for Developer’s obligations under
this Agreement of any of the following: (a) appointment of a receiver or custodian for any property of
such person, or the institution of a foreclosure or attachment action upon any property of such person;
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b) filing by such person of a voluntary petition under the provisions of the Bankruptcy Code; or (c)
an involuntary petition under the provisions of the Bankruptcy Code shall be filed and (i) Developer
shall have consented to such involuntary petition or failed to contest in a timely and appropriate manner
or (ii) such involuntary petition continues undismissed for a period of 60 days or an order for relief
shall have been entered; or (d) such person making or consenting to an assignment for the benef it of
creditors or a composition of creditors.
18.1.4. Breach of a Representation or Warranty.
18.1.4.1. Any representation or warranty by Developer under this Agreement
or the Exhibits attached hereto, including any representation or warranty made in any payment request
or certification provided or delivered by Developer pursuant to this Agreement, is not true, correct , or
complete in any material respect and Developer does not cure such deficiency within ten (10) Business
Days after it actually knows about such deficienc y, or within ten (10) Business Days after Developer
receives written notice thereof; provided that, if the nature of such breach is such that the same cannot
reasonably be cured within such ten (10) Business Day period, and Developer diligently commences
such cure within such ten (10) Business Day period and thereafter diligently proceeds to cure such
breach, then such failure shall not constitute an Event of Default .
18.1.4.2. Specified Defaults. The occurrence of any event expressly stated
to constitute an Event of Default under this Agreement.
18.2. Remedies for Events of Default. Upon any Event of Default, the City may, in addition
to all other rights and remedies afforded to City hereunder or by law or in equity, take any one or more
of the following actions:
18.2.1.1. Termination of Agreement. Terminate this Agreement by giving
Developer written notice. Failure by the City to enforce one or more of the remedies herein provided
upon an Event of Default shall not be deemed or construed to constitute a waiver of such Event of
Default.
18.2.2. Perform Acts on Behalf of Developer. Perform any act that Developer is
obligated to perform under this Agreement in Developer’s name and on Developer’s behalf, without
being liable for any claim for damages therefor, and Developer shall reimburse City on demand for
any expenses which City may incur in effecting compliance with Developer’s obligations under this
Agreement (including, but not limited to, collection costs and legal expenses), plus interest thereon at
the default rate.
18.2.3. Assignment of Plans and Other Matters. Require Developer to, in which case
Developer shall, (i) at Developer’s sole cost and expense, assign and transfer to City all of Developer’s
right, title and interest in and to all plans, drawings, specifications, permits, approvals, warranties,
entitlements, and other similar property and instruments relating to the development of the
Improvements on the Land, free and clear of liens and claims by third parties, in connection with and
ii) execute and deliver to City, within five (5) Business Days of the City’s request, in a form provided
by and acceptable to the City, an instrument confirming the assignment and transfer of such property
and interests to City and, within such five (5) Business Day period, to deliver the originals of such
plans, drawings, specifications, permits, approvals, warranties, entitlements, and other similar property
and instruments relating to the Improvements or the Land to City. Developer agrees to reasonably
cooperate with City at no cost or expense to City in seeking any consent from the prepar er of any plans,
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drawings, specifications, permits, approvals, warranties, entitlements, and other similar property and
instruments relating to the Land or the Improvements, which may be required for the City to rely on
such plans, drawings, specifications, permits, approvals, warranties, entitlements, and other similar
property and instruments relating to the Land or the Improvements.
18.2.4. Early Closing Option. If City elects to terminate this Agreement or exercise
any remedy following an Event of Default that materially impairs Developer’s ability to perform
Developer’s obligations under this Agreement, then City must concurrently deliver an Early Closing
Notice that specifies a revised Closing Date not later than 45 days after Developer’s receipt of the Early
Closing Notice.
18.3. City Events of Default. The occurrence of any one or more of the following events
shall constitute an event of default by City hereunder (each, an “City Event of Default”):
18.3.1. Failure to Pay. Failure by City to pay, when due, any payment, or charge that
City is required to pay hereunder, that is not subject to a good faith dispute where such failure continues
for a period of ten (10) days after written notice thereof from Developer.
18.3.2. Failure to Perform. Failure by City to perform any express or implied
covenants or conditions in this Agreement, where such failure continues for thirty (30) days after
written notice thereof from Developer; provided that, if the nature of such failure is such that the same
cannot reasonably be cured within such thirty (30) day period, and City diligently commences such
cure within such thirty (30) day period and thereafter diligently proceeds to rectify and cure such
failure, then such failure shall not constitute an Event of Defa ult.
18.4. City Events of Default. Upon any City Event of Default, the Developer may take any
one or more of the following actions:
18.4.1. Adjustment to Schedule. To the extent that a City Event of Default has
caused a delay in Developer’s ability to complete the Improvements by the Completion Date,
Developer may receive an extension of time to achieve Completion or achieve any milestone date
affected by the Event of Default.
18.4.2. Adjustment to GMP. To the extent that a City Event of Default has caused
an increase in the costs of the Improvements, Developer may receive a proportionate increase the GMP
amount for any component of the Improvements affected by the City Event of Default.
18.4.3. Compel Early Closing. If City has failed to cure a material City Event of
Default within the time periods provided hereunder for such cure, then, within 60 days following the
expiration of the applicable cure period (i) Developer may deliver to City written notice (a “Developer
Early Closing Notice”) that, if City does not cure the City Event of Default within ten days following
City’s receipt of such Developer Early Closing Notice, City will be deemed to have delivered an Early
Closing Notice (as such term is defined in the Purchase and Sale Agreement) and (ii) if City fails to
cure the City Event of Default within ten days following City’s receipt of Developer’s Early Closing
Notice, then (a) City shall be deemed to have delivered an Early Closing Notice and (b) date for
completing the early Closing shall be 90 days after City’s receipt of the Developer’s Early Closing
Notice.
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ARTICLE XIX
MISCELLANEOUS PROVISIONS
19.1. Notices. All notices and demands given pursuant to this Agreement shall be written.
They shall be deemed served (i) immediately, upon personal delivery; (ii) the next Business Day, if
sent prepaid by recognized overnight service such as FedEx for delivery the next Business Day; or
iii) three (3) Business Days after deposit in the United States mail, certified or registered mail, return
receipt requested, first-class postage prepaid.
Each Party to this Agreement shall be provided with a copy of each notice given to any other
Party under this Agreement.
Until notice of a change of address is properly given, notice shall be given at the following
addresses:
To the City: City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: City Manager
With a copy to: City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: City Attorney
To Developer: LMC-Millenia Investment Company, L.P.
Attn: Lee M. Chesnut
1155 Camino Del Mar, PMB 525
Del Mar, California 92014
With copy to: F. Sigmund Luther, Esq.
5333 Mission Center Road, Suite 360
San Diego, California 92108
The Parties may designate different addresses to which subsequent notices, certificates , or
other communications will be sent.
19.2. Captions. Captions in this Agreement are inserted for convenience of reference. They
do not define, describe, or limit any term of this Agreement.
19.3. Time of Essence. Time is of the essence with respect to this Agreement and each of
its provisions.
19.4. Partial Invalidity. If any term, provision, covenant or condition contained in this
Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision, covenant or condition to persons or circumstances other than those
with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every
other term, provision, covenant or condition of this Agreement shall be valid and enforceable to the
fullest extent possible permitted by Law.
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19.5. Entire Agreement. It is understood and acknowledged that there are no oral agreements
between the Parties affecting this Agreement and this Agreement supersedes and cancels any and all
previous negotiations, arrangements, agreements, and understandings, if any, between the Parties with
respect to the subject matter hereof, except for the Purchase and Sale Agreement.
19.6. Joint and Several. If there is more than one person constituting Developer (i) the
obligations imposed upon such persons or entities under this Agreement shall be joint and several and
ii) the act or signature of, or notice from or to, any one or more of them with respect to this Agreement
shall be binding upon each and all of such persons and entities with the same force and effect as if each
and all of them had so acted or signed, or given or received such notice.
19.7. Developer’s Authority. Developer hereby represents and warrants as of the Effective
Date that Developer is a duly formed and existing entity qualified to do business in the state in which
the Project site is located and that Developer has full right and authority to execute and deliver this
Agreement and that each person signing on behalf of Developer is authorized to do so.
19.8. Dispute Resolution.
19.8.1. Notice. Developer and City shall endeavor to reasonably inform the other
party of any disputes arising under or related to this Agreement (“Dispute”).
19.8.2. Initiation of Dispute Resolution. Developer or City may initiate the dispute
resolution process by providing notice and making a written demand to the other Party to initiate formal
dispute resolution (“Demand”). Upon noticing a Demand, Developer and City shall engage in good
faith in executive-level negotiations to attempt to resolve the Dispute. Developer and City may
mutually agree to mediation of the Demand in lieu of or in addition to negotiation of a Dispute. The
reasonable costs of mediation will be shared evenly between Developer and City.
19.9. Attorneys’ Fees. Should any suit or action be commenced to enforce, protect, or
establish any right or remedy of any of the terms and conditions hereof, the prevailing party shall be
entitled to have and recover from the non-prevailing party reasonable attorneys’ fees and costs of suit,
including, without limitation, any and all costs incurred in enforcing, perfecting and executing such
judgment.
19.10. Governing Law. Venue for any legal proceeding shall be in San Diego County,
California. This Agreement shall be construed and enforced in accordance with the Laws of the State
of California.
19.11. Modification. This Agreement may not be amended, modified, terminated, or
rescinded, in whole or in part, except by written instrument duly executed and acknowledged by the
Parties hereto, their successors or assigns.
19.12. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which taken together shall constitute one and the same
agreement.
19.13. Drafting Presumption; Review Standard. The parties acknowledge that this Agreement
has been agreed to by each of the Parties, that each of the Parties have consulted with attorneys with
respect to the terms of this Agreement and that no presumption shall be created against the drafting
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Party. Any deletion of language from this Agreement prior to its execution by the Parties shall not be
construed to raise any presumption, canon of construction or im plication, including, without limitation,
any implication that the parties intended thereby to state the converse of the deleted language. Unless
otherwise specified in this Agreement, any approval or consent to be given by City, or the City Council,
may be given or withheld in City’s, or the City Council’s, sole and absolute discretion.
19.14. Administrative Claims. If required by applicable Laws, no suit or arbitration shall be
brought arising out of this Agreement against City unless a claim has first been pre sented in writing
and filed with the City and acted upon by City in accordance with the procedures set forth in
Chapter 1.34 of the CVMC, as same may from time to time be amended (the provisions of which are
incorporated by this reference as if fully set forth herein), and such policies and procedures used by
the City in the implementation of same.
19.15. Non-liability of City Officials and Employees. No officer, director, member, official,
employee, consultant, or member of the governing board of City shall be personally liable to Developer
in the event of any default or breach by City, or for any amount which may become due to Developer,
or on any obligations under the terms of this Agreement.
19.16. Further Assurances. From time to time upon the request of a Party, the other Part y
shall, at the requesting Party’s expense, promptly execute, acknowledge and deliver such further
documentation and do such other acts and things as the requesting Party may reasonably request in
order to effect fully the purposes of this Agreement in such a manner that is consistent with and does
not contradict, modify, or amend this Agreement.
End of page. Signature page follows this page.]
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Exhibit A
Legal Description of the Land
Real property in the City of Chula Vista, County of San Diego, State of California, described as
follows:
LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2 (EASTERN
URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 28, 2015.
APN: 643-060-57-00
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Exhibit B
Depiction of the Land
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Exhibit C
Preliminary Estimate of Project Costs
Early Work Estimated Costs:
Payable as reimbursement of actual cost NTE $500,000
500,000
Library Building Estimated Costs: (warm shell) $38,000,000
Library Building Tenant Improvements Estimated Costs:
TIs on 110,000 sf
13,750,000
Site Work Estimated Costs:
Estimate of proportionate share of site work surrounding Library
and Amenity buildings
4,794,438
Parking Structure Estimated Costs $14,000,000
Amenity Building Estimated Costs: $6,000,000
Developer Fee and Construction Supervision Fee $5,223,750
TOTAL ESTIMATED REIMBURSABLE PROJECT
COSTS
82,252,297
Other Costs (land acquisition costs under PSA) $11,000,000
Previously incurred Soft Costs (payable under PSA) $3,145,203
Estimate Total $96,413,391
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Exhibit D
Procedures to Complete Tenant Improvement Plans and Specifications, Parking Structure Plans and
Specifications, and Site Work Plans and Specifications
1. Tenant Improvements.
1.1 Space Plan and Preliminary Specifications. After execution of the Prime
Contract, but no later than one (1) week following execution of the Prime Contract, the Developer shall
engage an architect approved by City (“TI Architect”) to prepare a schematic space plan ("the TI Space
Plan") pertaining to the design of the Tenant Improvements and preliminary specifications pertaining to
the Tenant Improvements ("the TI Preliminary Specifications"). City and Developer agree to cooperate
in the design of the TI Space Plan and TI Preliminary Specifications. When the initial draft of the TI
Space Plan and the TI Preliminary Specifications have been prepared, but no later than December 15,
2023, Developer shall submit the initial draft of the TI Space Plan and the TI Preliminary Specifications
to City for City’s review and approval, which approval may be given or withheld in City’s sole discretion.
If City disapproves the TI Space Plan and the TI Preliminary Specifications, then (1) City shall provide
written comments for proposed changes to The TI Space Plan and the TI Preliminary Specifications and
2) City and Developer shall cooperate to provide the required information to TI Architect to allow TI
Architect to revise the proposed The TI Space Plan and the TI Preliminary Specifications to incorporate
all changes requested by City; however, if City has not approved the TI Space Plan and the TI Preliminary
Specifications by January 15, 2024, then a City Delay shall exist. Notwithstanding the prior sentence, a
City delay shall not exist if the failure to timely approve the TI Preliminary Specifications is caused by
City’s reasonable disapproval of the TI Preliminary Specifications, or delays caused by Developer, a
Developer Party, or the TI Architect.
1.2 Working Drawings. After City has approved the TI Space Plan and the TI
Preliminary Specifications, Developer shall cause TI Architect to prepare working plans and specifications
collectively, "the Working Drawings") that (i) define the scope of work, hereinafter referred to as
Developer’s TI Work," (ii) shall be based upon the TI Space Plan and TI Preliminary Specifications,
and (iii) shall be sufficiently detailed to apply for a building permit and to solicit subcontractors and
material suppliers to prepare and submit fixed bids. Following preparation of the Working Drawings,
Developer shall (1) deliver to City a copy of the Working Drawings for City's approval by no later than
April 1, 2024 and (2) deliver to Prime Contractor a copy of the Working Drawings for Prime Contractor
to solicit bids from subcontractors. If City has an objection to the Working Drawings, then (1) City shall
specify the objection in a writing delivered to Developer and (2) Developer shall cause TI Architect to
revise and resubmit to City the Working Drawings until City approves the Working Drawings; however,
if City has not approved the Working Drawings by May 1, 2024 then a City Delay shall exist.
Notwithstanding the prior sentence, a City delay shall not exist if the failure to timely approve the Working
Drawings is caused by City’s reasonable disapproval of the Working Drawings, or delays caused by
Developer, a Developer Party, or the TI Architect.
1.3 TI Improvement Contract. After City approves the Working Drawings,
Developer shall, pursuant to a written contract ("the TI Improvement Contract"), engage the services
of Prime Contractor to construct and install Developer’s TI Work in an expeditious, diligent and
workmanlike manner. The general form of the TI Improvement Contract shall be substantially similar to
the American Institute of Architects form cost plus a fee contract with a guaranteed maximum price. The
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Subcontractors to perform the work under the TI Improvement Contract shall be selected as provided in
Exhibit G of this Agreement.
1.4 Change Orders. If during the course of performing the Developer’s TI Work any
changes are proposed to the scope of the work as described in the approved Working Drawings (excluding
change proposed by City), such changes shall be submitted to City for City’s approval, which shall not be
unreasonably withheld, conditioned or delayed if such changes are reasonably required for the good and
workmanlike completion of the Developer’s TI Work. City may, at any time(s) request changes to the
scope of the work described in the approved Working Drawings, provided that incorporation of such
change into the scope of Developer’s TI Work shall be conditioned upon City’s acknowledgement of (1) a
reasonably estimated period of City Delay related to such change, if any, and (2) an appropriate adjustment
to the Tenant Improvement GMP.
1.5 City’s Election Not to Proceed with Developer’s TI Work. Notwithstanding the
foregoing, City may, at any time in advance of Developer’s execution of the TI Improvement Contract
and in City’s sole and absolute discretion, elect not to proceed with the Developer’s TI Work, in which
case (1) City shall reimburse Developer for all costs incurred and substantiated by Developer in connection
with the preparation of the TI Space Plan, the TI Preliminary Specifications, and the Working Drawings
and (2) without Developer’s prior written approval, which approval shall not be unreasonably withheld or
delayed, City shall not cause any of the Developer’s TI Work to be commenced and performed until after
the Closing Date (as such term is defined in the Purchase and Sale Agreement).
2. Parking Structure.
2.1 Parking Design Alternatives. Parking for users of the Library Building is
contemplated take the form of one of the following:
2.1.1 Six level structure (three levels below grade, one level at grade, and two
levels above grade) having a capacity of approximately 1,300 spaces “the Six Level Structure”). The
plans for the Six Level Structure (“the Six Level Structure Plans”) are permit ready and do not require
any modification to the Six Level Structure Plans to construct the Parking Structure.
2.1.2 Four level structure (three levels below grade and one level at grade) having
a capacity of approximately 800 spaces (“the Four Level Structure”). No plans for the Four Level
Structure currently exist, but if City elects to proceed with the Four Level Structure, the Six Level Structure
Plans will be modified to eliminate the two levels of above grade parking.
2.1.3 Three level structure (two levels below grade and one level at grade) having
a capacity of approximately 600 spaces (“the Three Level Structure”). No plans for the Three Level
Structure currently exist, but if City elects to proceed with the Three Level Structure, the Six Level
Structure Plans will be modified to eliminate the two levels of above grade parking and one level of below
grade parking.
2.1.4 One level surface parking (no structure). No plans currently exist for
surface parking only. City acknowledges that if City elects to proceed with surface parking only and not
construct a parking structure, then the parking on the land will not be sufficient to comply with the
minimum parking requirements under applicable building codes and additional parking off site would be
required.
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2.2 Parking Design Selection. On or before the date that is 12 months following the
Effective Date, City shall advise Developer in writing of which of the four parking alternatives City wants
to be constructed. If City selects an alternative other than the Six Level Structure, then Developer shall
engage Architect to revise the Six Level Structure Plans to incorporate the changes required to construct
the alternative selected by City (such revised plans are herein referred to as “the Revised Parking Plans.”)
When the initial draft of the Revised Parking Plans have been prepared, Developer shall submit the initial
draft of the Revised Parking Plans to City for City’s review and approval no later than two (2) months
after City provides written notice of which of the four parking alternatives the City wants constructed,
which approval may be given or withheld in City’s reasonable discretion, If City reasonably disapproves
the Revised Parking Plans, then (1) City shall provide written comments for proposed changes to the
Revised Parking Plans and (2) City and Developer shall cooperate to provide the required information to
Architect to allow Architect to revise the proposed the Revised Parking Plans to incorporate all changes
reasonably requested by City; however, if City has not approved the Revised Parking Plans within two (2)
months of Developer providing the Revised Parking Plans, then a City Delay shall exist. Notwithstanding
the prior sentence, a City delay shall not exist if the failure to timely approve the Revised Parking Plans is
caused by City’s reasonable disapproval of the Revised Parking Plans, or delays caused by Developer, a
Developer Party, or the Architect.
2.3 Construction. As used herein, “the Parking Plans and Specifications” shall
mean either the Six Level Structure Plans or the Revised Parking Plans approved by City, as applicable.
After City selects the Six Level Structure Plans or approves the Revised Parking Plans, Developer shall,
pursuant to a written change order (“the Parking Change Order”) to the Prime Contract engage the
services of Prime Contractor to construct the improvements described in the Parking Plans and
Specifications in an expeditious, diligent and workmanlike manner. The Subcontractors to perform the
work under the Parking Change Order shall be selected as provided in Exhibit G of this Agreement.
3. Site Work.
3.1 Existing Site Work Plans and Specifications. At the time this Agreement is
executed, plans for the Site Work (“the Existing Site Work Plans and Specifications”) have been
prepared, but need to be modified in the following respects because the Existing Site Work Plans and
Specifications were prepared in contemplation of two multi-story office buildings being constructed on
the Land:
3.1.1 The bridge and exterior access stairs shown on the Existing Site Work
Plans and Specifications will not be constructed.
3.1.2 The existing building pad on which the additional office building was
proposed to be constructed on the Land shall improved with a sprinkler system and planted with hydro-
seed.
3.1.3 The landscaping and related amenities in area around the perimeter of the
existing building pad on which the additional office building was proposed to be constructed need to be
modified to be compatible with a project in which such additional building is not being built.
3.2 Revised Site Work Plans and Specifications. Developer shall engage Architect
to revise the Existing Site Work Plans and Specifications to incorporate the changes required to address
the changes described above (such revised plans are herein referred to as “the Revised Site Work Plans
and Specifications”). When the initial draft of the Revised Parking Plans have been prepared, but by no
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Exhbit D Page 4 of 4
later than December 15 ,2023, Developer shall submit the initial draft of the Revised Site Work Plans and
Specifications to City for City’s review and approval, which approval may be given or withheld in City’s
reasonable discretion. If City reasonably disapproves the Revised Site Work Plans and Specifications,
then (1) City shall provide written comments for proposed changes to the Revised Site Work Plans and
Specifications and (2) City and Developer shall cooperate to provide the required information to Architect
to allow Architect to revise the proposed the Revised Site Work Plans and Specifications to incorporate
all changes reasonably requested by City; however, if City has not approved the Revised Site Work Plans
and Specifications by January 15, 2024, then a City Delay shall exist. Notwithstanding the prior sentence,
a City delay shall not exist if the failure to timely approve the Revised Site Work Plans and Specifications
is caused by City’s reasonable disapproval of the Revised Site Work Plans and Specifications, or delays
caused by Developer, a Developer Party, or the TI Architect.
3.3 Construction. As used herein, “the Site Work Plans and Specifications” shall
mean the Revised Site Work Plans and Specifications approved by City. Developer shall, pursuant to a
written change order (“the Site Work Change Order”) to the Prime Contract engage the services of
Prime Contractor to construct the improvements described in the Site Work Plans and Specifications in
an expeditious, diligent and workmanlike manner. The Subcontractors to perform the work under the Site
Work Change Order shall be selected as provided in Exhibit G of this Agreement.
4. Early Work. The wet and/or dry utility work to be constructed on the Land as part of the
Improvements as more particularly in the Subcontract procured and executed in accordance with Section
3.2.2 of the Agreement, which is anticipated to include trenching and installation of a potable water line(s)
and/or communications infrastructure from the building pad(s) to the anticipated location of the water
meter(s) in a manner to allow inspection by the City’s building department for Building Permit Nos. (B17-
0654 (Library Building), B17-0656 (Amenity Building), and B17-0657 (Six Level Parking Structure) by
no later than February 28, 2023.
5. City’s Approvals. City’s approvals described above shall be made in City’s capacity as a
party to this Agreement and no approval by City under this Agreement shall be construed as City’s
approval of the Working Drawings in City’s regulatory capacity as a governmental agency that reviews
and approves applications for building permits and inspects works of improvement for compliance with
Laws.
6. Performance of Exhibit D Work. For the avoidance of doubt, Developer’s performance
of any work pursuant to this Exhibit D shall be subject to all terms, conditions, performance standards,
performance specifications, and other requirements of the Agreement.
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Exhibit E
Construction Requirements
1. Contractors. City shall have the right to approve the contractors and subcontractors for the
Project, in its reasonable discretion. All contractors and subcontractors performing any Project must
be licensed in the State of California.
2. Architects and Engineers. All architects and engineers must have an act ive license to practice
in the State of California.
3. Construction Barricades. Developer shall install a construction barricade around the area of
Project, and erect such other protective measures as may be reasonably required by City.
4. Dust and Trash Control. Developer shall take commercially reasonable steps to minimize dust
resulting from work in furtherance of the Project, and shall promptly dispose of all trash generated
from the work in furtherance of the Project.
5. Performance Bond and Payment Bond. Article XI of the Agreement shall govern requirements
relating to Performance and Payment Bonds for the Project.
6. Construction Schedule. The Agreement governs provisions relating to the schedule for the
Project.
7. Conflict. In the event of conflict between the terms of these Construction Requirements and
terms of the Agreement, the terms of the Agreement shall control.
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Exhibit F
INTENTIONALLY OMITTED
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Exhibit G
Approved Prime and Subcontractor Bid and Award Process
I. PRIME CONTRACTOR
Developer has selected as the following prime contractor for the construction of the Project
Prime Contractor”). The Prime
Contractor was selected by Developer from a pre-qualified list after a competitive solicitation process
to determine the “best qualified contractor” after considering, without limitation, each bidders
demonstrated competence, qualifications, ability to achieve timely completion, capacity, skill,
compliance with bid documents, costs, and other relevant criteria , ”. The process for solicitation and
award to the Prime Contractor was approved by the City of Chula Vista City Council on December 6,
2022 pursuant to City Council Resolution No. 2022-274
II. SUBCONTRACTORS
A brief description of the process to be followed for the selection of subcontractors follows:
Initial Invitation to Propose
Describe either: (i) targeted proposal process or (ii) open public bid process.
RFQ stage
Identified potential subcontractors (minimum of five for each package) are invited to submit
qualifications data. This includes information regarding past relevant / similar project
experience, customer feedback from those projects, current backlog, available trades personnel
resources, proposed supervisory / management personnel, financial capability, and design
capabilities (for design-build subcontracts).
RFP stage
Where practical, Prime Contractor will obtain a minimum of three bids/competitive proposals
from all subcontractors and from suppliers of materials or equipment directly to Prime
Contractor and Prime Contractor will deliver such bids to Developer.
Subcontractors deemed qualified are invited to submit detailed proposals including –
o Qualitative factors
Supervisory personnel commitments and organization chart
Schedule management plan
Quality management plan
Plan for providing adequate qualified trades personnel
Pre-construction / design phase services approach and staffing
o Quantitative factors
Pricing for the detailed subcontract package scope of work description as
provided by Prime Contractor. This includes further breakdown as directed by
Prime Contractor to allow for detailed pricing evaluation.
Estimated trades work-hours
Schedule detail and projected trades crew size graphs
Proposed rates for labor, equipment, insurance etc. (for use in future change
order negotiations, or for billing purposes in the case of cost-plus/GMP
subcontracts)
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o Contract terms – Subcontractors are required to identify any exceptions to the
subcontract documents and project manual provided by Prime Contractor, as well as
any clarifications or exceptions to the scope of work definition provided.
Proposals are evaluated jointly by Prime Contractor and Developer. In general, quantitative
factors are given the most weight, but significant differences in evaluation of qualitative factors
could overcome a difference in pricing. Prime Contractor and Developer may also consider
other factors such as the maintenance of labor peace.
The highest rated proposers (typically target three each) are invited for in-depth interviews.
Interview & BAFO stage
In-depth interviews are conducted with the short -listed subcontractors. The interviews are
focused on proposed supervisory personnel qualifications, the subcontractors’ project plan, and
insuring there is a complete understanding of the required scope and schedule for the subject
package as well as regulatory requirements (i.e. prevailing wage etc.).
Following interviews, subcontractors are provided with a list of Prime Contractor and
Developer comments or questions to be addressed, feedback on any proposed exceptions to the
contract documents, and are invited to provide a “best and final offer” price proposal.
Final selection & award process
Prime Contractor and Developer jointly review updated, final proposals, and make tentative
selection for award based on their determination of the overall value for the Project.
Selected subcontractor is informed of their status, and any additional conditions for award by
Prime Contractor, in consultation with Developer.
After confirmation of the selected subcontractor’s acceptance of any additional conditions,
unsuccessful subcontractors are notified and provided a debrief regarding eval uation of their
proposal.
No subcontract will be awarded if either Prime Contractor (in its reasonable determination) or
Developer objects thereto.
Prime Contractor will provide to Developer, prior to commencement of the work and updated
as changes may occur, a listing of all subcontractors and suppliers who Prime Contractor has
retained to complete the work.
From time to time after any subcontracts have been awarded, Developer will deliver a notice
to the City with a list of such subcontracts and a confirmation that the subcontractors have been
selected in accordance with the procedure set forth in this Exhibit.
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Exhibit H
Form of Developer’s Payment Request
202[_]
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: City Manager
Re: Payment Request No. [___] under Project Development Agreement (the “Agreement”), dated
as of December 6, 2022, by and between the City of Chula Vista, a chartered municipal
corporation (“City”) and LMC-Millenia Investment Company, L.P., a California limited
partnership (“Developer”).
Payment Request of $[_________]
Requested Payment Date: [_________], 20[__]
Dear City:
The Developer submits this Payment Request No. [___] (this “Payment Request”) pursuant
to Section 7.1 of the Agreement with respect to the Project. Capitalized terms used herein without
definition shall have the meanings assigned in the Agreement.
In connection with the requested payment, the Developer hereby represents, warrant s, and
certifies as of the date hereof as follows:
a) Schedule 1 accurately reflects for each line item in the (i) the current budget amount,
ii) amounts previously funded by City, (iii) the Requested Payment Amount, (iv) hard costs incurred,
including retainage, and (v) retainage withheld.
b) Schedule 2 accurately lists, for the Requested Payment Amount, each person or entity
to whom any Reimbursable Project Costs have been paid (or are entitled to payment) and for each line
item in such schedule and for each such person, the following: (i) the name of the payee paid, (ii) the
invoice date, invoice number, and amount that Developer has paid to such person or entity, (iii) a
description of the purpose of such payment, specifying the line item relating to each such payment.
Further, that the amounts listed in Schedule 2 do not include any non-Project Costs or excluded costs
under the Agreement. The information set forth in Schedule 2 as noted above is true, correct, and
complete in all material respects.
c) The Developer has delivered or caused to be delivered to City:
i) copies of true and complete invoices that have been tendered for all
Reimbursable Project Costs pursuant to this Payment Request; and
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ii) statutory lien/stop payment notice conditional waivers and releases associated
with all work performed, or supplies provided, for the Project; and
iii) copies of all approved increased costs executed prior to the date of this Payment
Request.
d) To Developer’s actual knowledge, the construction performed for the Project as of the
date hereof has been performed substantially in accordance in all material respects with the
Improvement Plans and Specifications with respect to the Project, or to the extent any such construction
has not been performed substantially in accordance in all material respects with the Improvement Plans
and Specifications, the amount to be disbursed under this payment request has been reduced by
pursuant to the Architect’s Certificate (as defined below) to reflect the reasonably estimated
cost of causing such construction to be performed substantially in accordance in all material respects
with the Improvement Plans and Specifications with respect to the Project.
e) To the actual knowledge of Developer (after enquiring with Developer’s Prime
Contractor), no work or component of work has been rejected or disapproved by an inspector or other
authorized representative of City.
f) The amount of the Payment Request reflects a reduction of $[_____], being the amount
for which the Developer does not intend to pay any Prime Contractor or any Subcontractor.
g) The Project Budget presently in effect is dated [__________] and has not been
amended and includes all amendments through Project Budget Amendment No. [___]]. Said budget
i) is based on reasonable assumptions as to all legal and factual matters material to the esti mates set
forth therein, (ii) has been prepared in good faith and with due care, (iii) accurately sets forth, for each
line item in the Project Budget, the total costs anticipated to be incurred to achieve Completion, and
iv) fairly represents in all material respects the Developer’s reasonable expectation as to the matters
covered thereby as of its date.
h) The Developer is informed and believes, and on that basis represents, that the remaining
Project Budget is sufficient to fully fund and Complete the Project.
i) As of the date hereof, no Event of Default exists.
Attached to this Payment Request as Exhibit 1 is a certificate from the Architect (the
Architect’s Certificate”).
SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Payment Request as of this [___]
day of [_________], 202[_].
DEVELOPER
LMC-Millenia Investment Company, L.P., a
California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
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Schedule 1 to Developer’s Payment Request
Schedule 2 to Developer’s Payment Request
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EXHIBIT 1
Certificate of Architect
20[__]
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attention: City Manager
LMC-Millenia Investment Company, L.P.,
Re: Payment Request No. [___] under Project Development Agreement (the “Agreement”), dated
as of _______________, 2022, by and between the City of Chula Vista, a chartered municipal
corporation (“City”) and LMC-Millenia Investment Company, L.P., a California limited
partnership (“Developer”)
Payment Request of $[_________]
Requested Payment Date: [_________], 20[__]
Dear City:
Capitalized terms used herein without definition shall have the meanings assigned to them in
the Agreement.
the “Architect”) hereby certifies as follows:
a) The Architect has reviewed the above referenced Payment Request No. [___] (the
Payment Request”) and the Agreement, to the extent necessary to understand the defined terms
contained herein and in the Payment Request that are incorporated by reference from the Agreement
and to provide the certification contained herein.
b) The Architect hereby certifies and confirms that, pursuant to the observation of the
work as required by the [describe Architect Agreement] and in accordance with applicable professional
standards, the construction performed for the Project as of the date hereof has been performed
substantially in accordance in all material respects with the Project, or to the extent any such
construction has not been performed substantially in accordance in all material respects with
Improvement Plans and Specifications, the amount to be disbursed under this payment request has
been reduced by $[_____] to reflect the reasonably estimated cost of causing such construction to be
performed substantially in accordance in all material respects with Improvement Plans and
Specifications. The foregoing certification is subject to an evaluation of the Project for conformance
with the Project upon Completion, to results of subsequent tests and inspections, and to correction of
minor deviations from the Improvement Plans and Specifications, prior to Completion. This certificate
is not a representation that the Architect has (1) made exhaustive or continuous on -site inspections to
check the quality or quantity of the work, (2) reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and
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material suppliers, or (4) made examination to ascertain how or for what purpose the Developer has
used money previously paid on account of the Project.
c) Any representations or certifications by the Architect herein shall mean an expression
of the Architect’s professional opinion to the best of its information, knowledge , and belief, and does
not constitute a warranty or guarantee by the Architect.
The City is entitled to rely on the foregoing representations, warranties, and certifications in
authorizing and making the disbursement requested in the Payment Request.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Architect as of this
day of [_________], 202[__].
By: _____________________________________
Name:
Title:
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Exhibit I
Best Qualified Contractor Subcontract Award Approval Request
Request No.
Reference is made to that certain Project Development Agreement (the “Agreement”), dated as of [
2022, by and between the City of Chula Vista, a chartered municipal corporation (“City”) and LMC-
Millenia Investment Company, L.P., a California limited partnership (“Developer”). Capitalized terms
used herein without definition shall have the meanings assigned in the Agreement.
The Developer hereby provides notice of intent to award a subcontract to [insert] as a “best qualified”
contractor (as described in Chula Vista Municipal Code section 2.56.160(H)). A draft of such
subcontract is attached as Exhibit 1 hereto. In connection with this Best Qualified Contractor
Subcontract Award Approval Request, the undersigned hereby certifies, represents , and warrants to
the City, in each case, solely in his or her capacity as [insert title] of Developer and not in his or her
individual capacity, as follows:
A. He (she) is a duly authorized representative or signatory of Developer, qualified to execute thi s
Subcontract Award Approval Request on behalf of Developer and is knowledgeable as to the matters
set forth herein.
B. The proposed subcontractor is as follows:
a. [Corporate Name]
b. [dba]
c. [Mailing Address]
d. [Contact Phone Number]
e. [Contact Email]
f. [California Contractor License Number]
g. [City of Chula Vista Business License Number]
C. The proposed subcontract includes the following scope of work: [insert scope]
D. The proposed subcontract is in the amount of $ .
E. The Developer or its Prime Contractor conducted a qualification process that considered,
among other things, any or all of the following: past relevant/similar project experience, construction
experience and capability, labor relations, customer feedback from those projects, current backlog,
available trades personnel resources, proposed supervisory/management personnel, financial
capability, and design capabilities (for design-build subcontracts).
F. The Developer or its Prime Contractor considered, among other things, any or all of the
following: qualitative factors (i.e. personnel, schedule management, construction experience and
capability, labor relations, experience, expertise and business practices and policies that increase the
likelihood that the Project will be completed without disruption, and quality management) and
quantitative factors (i.e. price, schedule details, and rate for labor, equipment, and insurance).
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G. The Developer conducted a pre-selection in-depth interview with potential “best qualified”
subcontractors.
H. The Developer determined that the proposed subcontractor provided the best value for the
Project.
I. The proposed subcontract has been awarded in accordance with the Agreement.
I hereby declare, solely in my capacity set forth below and not in my individual capacity, that the above
representations are true and correct.
DEVELOPER:
LMC-Millenia Investment Company, L.P., a California limited partnership
By LMC-Millenia GP, LLC
a Delaware limited liability company
By
Lee M. Chesnut, Manager
Dated:
By the City’s execution of this Best Qualified Contractor Subcontract Award Approval Request, and
in reliance upon the Developer’s representations and certifications set forth in the above request for
approval of Best Qualified Contractor Subcontract Award, the City hereby approves such award.
APPROVED:
CITY:
By:
Name], [Title]
Dated:
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Millenia Library Update
December 10, 2024
City Council Meeting
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2
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3
SR125
Millenia Library Building
Millenia Lot 1 FS10
Ayres Hotel
Otay Ranch
Town Center
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168,000 square feet
4 levels above grade, 1 level below grade
Class “A” Office
4
Millenia
Library
Building
City Council approved December 2022
Vertical January 2024
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5
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6
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7
Lower Level:
Ground Floor:
Second Floor:
Third Floor:
Fourth Floor:
18,000 SF
37,500 SF
37,500 SF
37,500 SF
37,500 SF
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Initial 1-year LOI term, 2 optional 90-day extensions
10-year lease term
$1 annual rent
SDSU LOI
Millenia Library Building
School of Nursing and Global Campus
Approx. 7,100 SF (6 KSF internal, 1,100 external patio) on lower level
SDSU to pay for maintenance, utilities, insurance, etc.
8
City to construct TIs at City expense
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1-year lease option
Initial 10-year lease term, at minimum
CVEC LOI: Phase 1
Millenia Library Building
Virtual Media Production,Corp Offices,&Coworking
Floors 3 and 4 (75,000 SF)
CVEC LLC to pay for maintenance, utilities, insurance, etc.
9
Rent abated first 9 months and below market for first 3 years, market rates thereafter
CVEC LLC to construct TIs at sole expense
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Assign option to purchase Lot 1, develop 4.96-acres
CVEC LOI: Phase 2
Lot 1
Virtual Production Studio Campus
Complete construction within 3 years of start of construction
10
Purchase price subject to future negotiation
Reversion and participation provisions
Commence construction within 6 months of close of escrow on Lot 1
CVEC LLC to develop site at sole expense
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Develop remainder of Lot 1 (3.77 acres)
Commence construction within 5 years of
completing Phase 2
CVEC LOI: Phase 3
Lot 1
Film/Arts/Entertainment-Themed Commercial
11
Complete construction within 3 years of start of
construction
CVEC LLC to develop site at sole expense
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Direct Expenditures
made by Productions
$545M in regional economic impact in first 10 years
36,000 working days for cast and crew, annually
CVEC LOI
Global virtual film production @ $2.97B in 2023, +$10B by 2032
Additional analysis and subsidy
report to be prepared
12
150-200 permanent jobs
Economic Impact
Indirect Economic Activity & Jobs
(Purchase of Goods and Services)
Induced Economic Activity & Jobs
(Employee Spending)
Economic
Impact
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60,000 SF
First new library in Chula Vista since 1995
Other Uses
Ground Floor & Second Floor
13
Dedicated Storytime SpaceCommunity Conference Rooms
Private Study Rooms
Maker Space & Podcast Studio150+ Seat Auditorium
Gallery Space
Millenia Library
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LOI to be negotiated
Other Uses
SUHSD:Launch Virtual Academy
Approx. 6,500 SF on lower level
14
RFP to be issued
Coffee Shop/Cafe
Approx. 6,000 SF on ground floor
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Description Amount
Land $11,000,000
Pre-Development & Soft Costs $3,145,203
Core & Shell Construction $38,000,000
Site Work $3,878,547
Tenant Improvements $13,750,000
Parking Structure $14,000,000
Amenity Building $6,900,000
Developer & Supervision Fees $5,739,641
Grand Total $96,413,391
City Council Approved Budget
December 2022
15
Description Amount
PFDIF $31,780,433 33%
Developer Contributions $34,632,958 36%
State Grants $30,000,000 31%
Grand Total $ 96,413,391
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Description Amount
Land $11,000,000
Pre-Development & Soft Costs $3,145,203
McCarthy GMP $64,622,590
Tenant Improvements $10,305,888
Soft Costs & Other Reimbursables $3,652,374
Developer & Supervision Fees $5,765,731
Grand Total $98,491,786
Appropriations to Date $ 96,413,391
Budgetary Shortfall $ (2,078,395)
Amended
Budget
December 2024
16
Construction Changes
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Description Amount
Library TI Shortfall $7,694,112
FF&E $3,213,292
Audio Visual $1,000,000
Total $11,907,404
Buildout
Funding
Required
December 2024
17
Library
Description Amount
SDSU TI $2,410,000
SDSU Warm Shell $770,000
Lower-Level Common Areas $180,000
Total $3,360,000
SDSU
Description Amount
Otay Ranch Village 14
Contribution $5,163,958
Funding Change
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Description Amount
Developer & Supervision Fees
for Increased Budget $1,164,812
Early Close Net Savings $(1,175,554)
Lot 7 Early
Close
Savings
December 2024
18
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December 10, 2024 Post Agenda - Special Meeting
Description Amount
Site Work, Core & Shell Shortfall $2,078,395
Library TI Shortfall $7,694,112
Library FF&E $3,213,292
Library Audio Visual $1,000,000
SDSU TI $2,410,000
SDSU Warm Shell $770,000
Lower-Level Common Areas $180,000
Developer & Supervision Fee Increase $ 1,164,812
Early Close Net Savings $(1,175,554)
Replace OR Village 14 Developer Funds $ 5,163,958
Grand Total $22,499,015
Additional
Funds
Requested
December 2024
19
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Description Original Budget Change Updated Budget
Land $ 11,000,000 $ 0 $ 11,000,000
Pre-Development & Softs Costs $ 3,145,203 $ 0 $ 3,145,203
McCarthy GMP $ 62,778,547 $ 1,844,043 $ 64,622,590
Library: TI, FF&E, A/V $ 13,750,000 $ 8,436,292 $ 22,213,294
SDSU: Warm Shell, Common Areas, TI $ 0 $ 3,360,000 $ 3,360,000
Soft Costs & Other Reimbursables $ 0 $ 3,652,374 $ 3,652,374
Developer & Supervision Fees $ 5,739,641 $ 15,347 $ 5,754,988
Grand Total $96,413,391 $ 17,335,057 $ 113,748,448
December 2024
Budget Comparison
20
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Description Amount
PFDIF $31,780,433
Developer Contributions $29,469,000
Capital Projects Fund (GF)$ 22,499,015
State Grants $30,000,000
Grand Total $ 113,748,448
Updated Funding Summary
December 2024
21
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Issue RFP for Coffee Shop/Cafe
Negotiate Lease with SDSU
Next Steps
Issue RFP for TI Construction
22
9-12 Months for TI Construction
Negotiate Lot 1 Option Assignment to CVEC
Complete Core, Shell & Site May 2025
Negotiate Lease with CVEC
Development of Lot 1 by CVEC
Negotiate LOI and Lease with SUHSD
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Recommended
Actions
Approve Non-Binding LOI
with SDSU for 7,100 SF
tenancy to support School
of Nursing & Global
Campus
Approve Non-Binding LOI
with CVEC for 75,000 SF
tenancy and option to
purchase Lot 1 for virtual
film production & co-work
Appropriate $22.5M
and
eliminate OR Village 14
interfund loan
Reso A Reso B Reso C
23
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24
Partner
Comments
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