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Home My WebLink About2026/06/02 Post Agenda Packet Date:Tuesday, June 2, 2026, 5:00 p.m. Location:Council Chambers, 276 Fourth Avenue, Chula Vista, CA REGULAR CITY COUNCIL AND SPECIAL HOUSING AUTHORITY MEETING Notice is hereby given that the mayor has called and will convene a special meeting of the Housing Authority meeting jointly with 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 an item or before the close of the general Public Comment period for non-agenda items. 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 by the day of the meeting at noon for a regular meeting or three hours before the start time for a 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 Regulations: To promote transparency and fairness in the governmental decision-making process, there are rules to prevent public officials from being unfairly influenced by contributors to their campaigns. The type of activity these laws were enacted to limit is often referred to as “pay-to-play,” and is governed in California by Government Code section 84308. Parties to any proceedings involving a “license, permit, or other entitlement for use,” as that term is defined in the Political Reform Act, pending before the City Council must disclose any campaign contribution over $500 (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 Regulations Apply: Yes" on this agenda indicates that the item is subject to these regulations. PUBLIC PARTICIPATION Complete Agenda Packet: The 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. Time Allotted for Speaking (subject to change by the presiding officer) - Consent Calendar (any or all items): 3 minutes - Agenda Items (not on Consent): 3 minutes - General Public Comment (not on agenda): 3 minutes Individuals who use a translator will be allotted twice the time. General Public Comments: Twenty-one (21) minutes are scheduled near the beginning of the meeting. The first seven (7) speakers will be heard during the first Public Comment period. If additional speakers are registered, they will be heard during the continued Public Comment period. If all registered speakers present at the time address the City Council during the first Public Comment period, there will be no continued period. Submitting Request to Speak: A request to speak must be submitted to the City Clerk before the close of the public comment period on an item or before the close of the general Public Comments for non-agenda items. GETTING TO KNOW YOUR AGENDA AGENDA SECTIONS Consent Calendar items are routine items that are not expected to prompt discussion. All items are considered for approval at the same time with one vote. Before the vote, there is no separate discussion of these items unless a member of the City Council or staff removes the item from the Consent Calendar. Public Comment provides an opportunity to address the City Council on any matter not listed on the agenda that is within the jurisdiction of the City Council. Under the Brown Act, the City Council cannot take action on matters not listed on the agenda. Public Hearings are held on matters specifically required by law. Action Items are items expected to cause discussion and/or action by the City Council but do not legally require a public hearing. Closed Session may only be attended by members of the City Council, support staff, legal counsel, and others specified on the agenda. Closed session may be held in very limited circumstances as authorized by law. CITY COUNCIL ACTIONS Resolutions are formal expressions of opinion or intention of the City Council and are usually effective immediately. Ordinances are laws adopted by the City Council. Ordinances usually amend, repeal, or supplement the Municipal Code; provide zoning specifications; or appropriate money for specific purposes. Most ordinances require two hearings and go into effect 30 days after the final approval. Proclamations are issued by the City to honor significant achievements by community members, highlight an event, promote awareness of community issues, and recognize City employees. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 2 of 761 Pages 1.CALL TO ORDER 2.ROLL CALL 3.PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE 4.SPECIAL ORDERS OF THE DAY 4.1 Presentation of a Proclamation Recognizing Sweetwater Union High School District Executive Director of Curriculum and Instruction, Maria Lizarraga, Upon Her Retirement 4.2 Presentation of a Proclamation Recognizing Sweetwater Union High School District Assistant Superintendent of System Improvement and Innovation, Dr. Daniel Winters, Upon His Retirement 5.CONSENT CALENDAR (Items 5.1 through 5.11) Consent calendar items are considered together and acted upon by one motion. There is no separate discussion of these items unless the Mayor or a City Councilmember removes the item from the consent calendar. Items removed from the consent calendar will be heard as action items. RECOMMENDED ACTION: City Council approve the recommended action on the below consent calendar items. 5.1 Approve Meeting Minutes 11 RECOMMENDED ACTION: Approve the minutes dated: May 5, 12, and 19, 2026 5.2 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. 5.3 CIP Creation and Appropriation of Funds: Establish a New CIP Project (GGV0238), Amend the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets and Appropriate Funds, and Amend the Measure P Expenditure Plan 38 Report Number: 26-0168 Location: 1800 Maxwell Road Department: Public Works G.C. § 84308 Regulations Apply: Yes Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to the California Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities). City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 3 of 761 RECOMMENDED ACTION: Adopt a resolution, 1) Establishing a new Capital Improvement Project entitled “Public Works Roof” (GGV0238), 2) Amending the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets and appropriating funds, and 3) Amending the Measure P Infrastructure, Facilities, and Equipment Expenditure Plan. (4/5 Vote Required) 5.4 Contract Award and CIP Budget Transfer: Accept Bids and Award a Public Works Contract to Nu Line Technologies for “CMP Rehab Outside Right-Of-Way Phase III Measure P” (DRN0219); and Amend the Fiscal Year 25-26 CIP Budget by Transferring Funds to DRN0219 44 Report Number: 26-0177 Location: No specific geographic location Department: Engineering and Capital Projects G.C. § 84308 Regulations Apply: No Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to State CEQA Guidelines Section 15301 (Existing Facilities) and 15302 (Replacement or Reconstruction). RECOMMENDED ACTION: Adopt a resolution 1) Accepting bids and awarding a Public Works contract to Nu Line Technologies, LLC for the "CMP Rehab Outside Right-Of-Way Phase III - Measure P” (DRN0219) project; and 2) Amending the Fiscal Year 2025-26 capital improvement program (CIP) budget by transferring $600,000 in Measure P funds from the available balance of “Erosion Repair Outside ROW Fresno/Main” (DRN0220) project to CIP Project DRN0219, for completion of the project. 5.5 City Boards and Commissions: Designation of Financial Oversight Training Requirements as Required by Senate Bill 827 (2025) 52 Report Number: 26-0149 Location: No specific geographical location Department: City Clerk G.C. § 84308 Regulations Apply: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 4 of 761 RECOMMENDED ACTION: Adopt a resolution designating members of the following Boards and Commissions, which are not otherwise designated as filing officials under the City’s Conflict of Interest Code, as subject to the financial oversight training requirements established under Senate Bill 827 (2025), and requiring completion of such training in accordance with applicable law: •Board of Library Trustees •Cultural Arts Commission •Health, Wellness, & Aging Commission •Measure A Citizens’ Oversight Committee •Measure P Citizens’ Oversight Committee •Parks and Recreation Commission 5.6 Agreement Amendments and Grant Funds: Approve Agreement Amendments and Authority to Apply for Grants for the Sustained Operations of the Chula Vista Community Shuttle Pilot Program 58 Report Number: 26-0186 Location: No specific geographic location Department: Housing and Homeless Services G.C. § 84308 Regulations Apply: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (CEQA) Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. Notwithstanding the foregoing, the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 5 of 761 RECOMMENDED ACTION: Adopt the following resolutions: A. Approving a third amendment to the agreement with Community Congregational Development Corporation (“CCDC”) to accept an additional $1,000,000 in grant funds for up to three (3) additional years of Chula Vista Community Shuttle Pilot program (the “CV Community Shuttle”) operations and appropriating funds for that purpose (4/5 Vote Required); B. Approving a fourth amendment to the agreement with Circuit Transit Inc. (“Circuit”) for the Chula Vista Community Shuttle Pilot program to update the service hours, service area, fleet configuration, and cost structure for operations up to June 2029, and amending the fiscal year 2025-26 budget by transferring $440,000 in available Chula Vista Housing Authority (“Housing Authority”) funds from the Bridge Shelter (Village at Otay) to CV Community Shuttle for year four (4) of operation (4/5 Vote Required); and C. Authorizing staff to submit an application for San Diego Association of Government’s (“SANDAG”) Flexible Fleets Pilot Grant Program. 5.7 Consultant Services Agreements: Approve a Consultant Services Agreement with Claims Management Associates, Inc. and Carl Warren & Company to Provide Claim Administrative Support Services 98 Report Number: 26-0130 Location: No specific geographic location Department: City Attorney G.C. § 84308 Regulations Apply: Yes Environmental Notice: The proposed action is not a "Project" as defined under Section 15378 of the California Environmental Quality Act (”CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. RECOMMENDED ACTION: Adopt the following resolutions: A. Awarding a consultant services agreement with Claims Management Associates, Inc. to provide claims administrative support services; and B. Awarding a consultant services agreement with Carl Warren & Company to provide claims administrative support services. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 6 of 761 5.8 Animal Care and Control Services: Approve an Agreement Between the City of Chula Vista and the City of Lemon Grove for Animal Care and Animal Control Services 140 Report Number: 26-0181 Location: No specific geographic location Department: Animal Services G.C. § 84308 Regulations Apply: No Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt a resolution approving an agreement between the City of Chula Vista and the City of Lemon Grove to provide animal care and animal control services. 5.9 Contract Award and CIP Budget Transfer: Accept Bids and Award a Contract to Pavement Coatings Co. for “Pavement Major Rehabilitation FY23/FY24/FY25” (STM0411/0414/0404) Project; and Amend the FY26 CIP Program Budget by Transferring Funds to STM0411 158 Report Number: 26-0135 Location: No specific geographic location Department: Engineering and Capital Projects G.C. § 84308 Regulations Apply: No Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to California Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities) and Section 15302 Class 2 (Replacement or Reconstruction). RECOMMENDED ACTION: Adopt a resolution: 1) Accepting bids and awarding a public works contract to Pavement Coatings Co. for the “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411, STM0414, and STM0404) project; and 2) Amending the Fiscal Year 2025-26 Capital Improvement Program (CIP) budget by transferring $980,850.00 from the available balance of “Pavement Major Rehabilitation FY26” (STM0416) project to CIP Project STM0411, for completion of the project. (4/5 Vote Required) City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 7 of 761 5.10 Gann Limit: Establish Appropriations Limit for Fiscal Year 2026-27 208 Report Number: 26-0059 Location: No specific geographic location Department: Finance G.C. § 84308 Regulations Apply: No Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt a resolution establishing the appropriations limit (“Gann Limit”) for the City of Chula Vista (“City”) for Fiscal Year 2026-27. 5.11 Contract Amendment: Approve the First Amendment of the Project Implementation Agreement Related to the Financing and Development of the Bayfront Resort and Convention Center 214 Report Number: 26-0204 Location: Parcel H-3 of the Chula Vista Bayfront Master Plan Area Department: City Manager G.C. § 84308 Regulations Apply: No Environmental Notice: The Project is adequately covered in a previously certified Final Environmental Impact Report (“FEIR”) for the Bayfront Master Plan and Port Mast Plan Amendment (UPD #83356-EIR-658; SCH No. 2005081077; certified by City Council Resolution No. 2010-113 on May 18, 2010). RECOMMENDED ACTION: Adopt the following resolutions: A. Approving the first amendment to the Project Implementation Agreement between the City of Chula Vista, the Bayfront Project Special Task Financing District, the San Diego Unified Port District, the Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, LLC., and B. Acting as the legislative body of the Bayfront Project Special Tax Financing District, approving the first amendment to the Project Implementation Agreement between the City of Chula Vista, the Bayfront Project Special Task Financing District, the San Diego Unified Port District, the Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, LLC.E 6.PUBLIC COMMENTS 700 Twenty-one minutes are scheduled for the public to address the City Council for three minutes each on any matter within the jurisdiction of the City Council that is not on the agenda. The remaining speakers, if any, will be heard during the continued Public Comment period. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 8 of 761 7.PUBLIC HEARINGS 7.1 Regional Transportation Improvement Program: Adopt the TransNet Local Street Improvement Program of Projects for Fiscal Years 2026-27 through 2030-31 716 Report Number: 26-0157 Location: No specific geographic location Department: Engineering G.C. § 84308 Regulations Apply: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. RECOMMENDED ACTION: Conduct the public hearing and adopt a resolution approving the proposed Transnet Local Street Improvement Program of Projects for Fiscal Years 2026-27 through 2030-31. 8.ACTION ITEMS 8.1 Consider Items Removed From the Consent Calendar, if Any Consider items removed from the consent calendar by the Mayor or a City Councilmember, if any. If no items were removed from the consent calendar, this item will be withdrawn. 8.2 Housing Authority & City Housing Funding: Approve a Funding Commitment of Up to $4,000,000 For the Park Hill UMC Development 729 Report Number: 26-0217 Location: 545 East Naples Street Department: Housing and Homeless Services G.C. § 84308 Regulations Apply: Yes Environmental Notice: The funding action has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3). The Project itself meets all requirements set forth in California Government Code Section 65913.16(c). No further review under CEQA is required. This item was continued from the May 19, 2026 meeting. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 9 of 761 RECOMMENDED ACTION: Adopt the following resolutions: A. Chula Vista Housing Authority resolution authorizing a commitment of up to $3,000,000 in Low- and Moderate-Income Housing Asset Fund funds for the construction of an affordable housing development to be located at 545 East Naples Street; and B. City of Chula Vista resolution authorizing a commitment of up to $1,000,000, less $25,000 for City staff administrative costs, in Local Housing Trust Fund funds for the construction of an affordable housing development to be located at 545 East Naples Street. (4/5 Vote Required) 9.PUBLIC COMMENTS (CONTINUED) There will be no continued Public Comment period if all speakers present at the first Public Comment period are heard. 10.CITY MANAGER’S REPORTS 11.MAYOR’S REPORTS 12.COUNCILMEMBERS’ REPORTS 13.CITY CLERK'S REPORTS 14.CITY ATTORNEY'S REPORTS 15.CLOSED SESSION Announcements of actions taken in closed session shall be made available by noon on the next business day following the City Council meeting at the City Attorney's office in accordance with the Ralph M. Brown Act (Government Code 54957.7) 15.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9(d)(1) Name of case: Element 7 Chula Vista One, LLC v City of Chula Vista, et al., San Diego Superior Court Case No. 25CU049457C 16.ADJOURNMENT to the regular City Council meeting on June 16, 2026, at 5:00 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 Office of the City Clerk at cityclerk@chulavistaca.gov or (619) 691-5041. We encourage community participation - sign up at www.chulavistaca.gov to receive email notifications when City Council agendas are published online. City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 10 of 761 City of Chula Vista Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting MINUTES Date: Location: May 5, 2026, 5:00 p.m. Council Chambers, 276 Fourth Avenue, Chula Vista, CA Present: Councilmember Chavez, Deputy Mayor Fernandez, Councilmember Inzunza, Councilmember Preciado, Mayor McCann Also Present: City Manager Allen, 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 5:00 p.m. Mayor McCann announced, pursuant to the California Brown Act, (Government Code Section 54952.3), that he and all Councilmembers would receive $50 for their attendance at that Housing Authority meeting, held simultaneously with the City Council meeting. 2. ROLL CALL City Clerk Bigelow called the roll. 3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE Led by City Clerk Bigelow 4. SPECIAL ORDERS OF THE DAY 4.1 Presentation of a Proclamation to Chula Vista Police Department and Sergeant David Martinez for National Peace Officers Memorial Day on May 14th, 2026 The proclamation was presented. 4.2 Port of San Diego Update by Commissioner Ann Moore Port Chair Moore gave a presentation. 4.3 Presentation of the 2026 Sustainability Champion Awards Environmental Sustainability Manager Wisniewski and Environmental Services Manager Medrano presented the awards. Page 11 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 2 4.4 Presentation of a Proclamation Proclaiming May 14, 2026, as Childhood Apraxia of Speech Awareness Day in the City of Chula Vista The proclamation was presented. 5. CONSENT CALENDAR (Items 5.1 through 5.7) The following members of the public spoke regarding various topics related to the consent calendar:  John Acosta, Chula Vista resident  Robert Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To approve the recommended actions appearing below consent calendar Items 5.1, 5.2 and 5.4 through 5.7. The headings were read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Moved by Mayor McCann Seconded by Deputy Mayor Fernandez 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: Result, Carried (3 to 2) 5.1 Waive Reading of Text of Resolutions and Ordinances Approve a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.2 Meeting Designation: Adopt an Ordinance Designating July 7, 2026, as a Non-Regular Meeting Day Pursuant to Chula Vista Municipal Code Section 2.04.020 Adopt an ordinance designating July 7, 2026, as a non-regular meeting day pursuant to Chula Vista Municipal Code Section 2.04.020. (Second Reading and Adoption) Item 5.2 heading: Page 12 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 3 ORDINANCE NO. 3621 OF THE CITY OF CHULA VISTA DESIGNATING JULY 7, 2026, AS A NON-REGULAR MEETING DAY PURSUANT TO CHULA VISTA MUNICIPAL CODE SECTION 2.04.020 (SECOND READING AND ADOPTION) 5.3 City Boards and Commissions: Adopt an Ordinance Amending the Municipal Code to Implement District-Based Nominations for Certain Boards and Commissions Adopt an ordinance amending the Chula Vista Municipal Code to redesignate four seats on the Board of Library Trustees, Charter Review Commission, Sustainability Commission, Traffic Safety Commission, and Veterans Advisory Commission to use a district-based nomination process, one seat per district; require appointees to the district-designated seats on the Traffic Safety Commission to reside in the corresponding district; provide that appointees to the district-designated seats on the other listed bodies are not required to reside in the corresponding district; and clarify that the existing Municipal Code process for the City Clerk to propose reassignment of seat designations for City Council consideration and approval applies when appointment processes are adjusted. (Second Reading and Adoption) Item 5.3 heading: ORDINANCE NO. 3622 OF THE CITY OF CHULA VISTA AMENDING VARIOUS SECTIONS OF THE CHULA VISTA MUNICIPAL CODE TO IMPLEMENT DISTRICT-BASED NOMINATIONS FOR CERTAIN BOARDS AND COMMISSIONS, AND CLARIFY THE PROCESS FOR REASSIGNMENT OF SEAT DESIGNATIONS WHEN APPOINTMENT PROCESSES ARE ADJUSTED (SECOND READING AND ADOPTION) 5.4 Agreement: Approve an Agreement with SC Commercial, LLC DBA SC Fuels to Provide Motor Vehicle Fuel Supply and Delivery Adopt the resolution approving an agreement with SC Commercial, LLC DBA SC Fuels (“SC Fuels”) to provide motor vehicle fuel supply and delivery. Item 5.4 heading: RESOLUTION NO. 2026-069 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A CONTRACTOR SERVICE AGREEMENT FOR MOTOR VEHICLE FUEL SUPPLY AND DELIVERY BETWEEN THE CITY OF CHULA VISTA AND SC COMMERCIAL, LLC DBA SC FUELS 5.5 Agreement: Approve a Contractor Service Agreement with Wittman Enterprises, LLC a Subsidiary of EMS Management & Consultants, Inc., a North Carolina Corporation, for Emergency Medical Services Billing Services Adopt a resolution approving a contractor service agreement with Wittman Enterprises, LLC (“Wittman”) a subsidiary of EMS Management & Consultants, Inc. a North Carolina corporation, for emergency medical services (“EMS”) billing services. Item 5.5 heading: Page 13 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 4 RESOLUTION NO. 2026-070 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING CONTRACTOR SERVICES AGREEMENT FOR EMS BILLING AND COLLECTIONS SERVICES WITH WITTMAN ENTERPRISES, LLC 5.6 Grant Acceptance and Appropriations: Accept Grant Funds from the San Diego Regional Fire Foundation for Chula Vista Fire Department Wildfire Mitigation Efforts Adopt a resolution accepting the San Diego Regional Fire Foundation grant of $45,000 and appropriating funds for that purpose. (4/5 Vote Required) Item 5.6 heading: RESOLUTION NO. 2026-071 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING THE SAN DIEGO REGIONAL FIRE FOUNDATION GRANT, APPROPRIATING GRANT FUNDS, AND AUTHORIZING THE CITY MANAGER TO EXECUTE ASSOCIATED DOCUMENTS (4/5 VOTE REQUIRED) 5.7 Grant Acceptance and Appropriation: Accept the Roy and Marian Holleman Foundation Grant Award and Appropriate Funds Adopt a resolution accepting a grant award from the Roy and Marian Holleman Foundation in the amount of $29,000 to fund repairs and improvements to the Animal Care Facility and deep drain cleaning in the dog kennels, amending the fiscal year 2025-26 budget, and appropriating funds for that purpose. (4/5 Vote Required) Item 5.7 heading: RESOLUTION NO. 2026-072 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING A GRANT AWARD FROM THE ROY AND MARIAN HOLLEMAN FOUNDATION, AMENDING THE FISCAL YEAR 2025-26 BUDGET, AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.1 Waive Reading of Text of Resolutions and Ordinances Approve a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.2 Meeting Designation: Adopt an Ordinance Designating July 7, 2026, as a Non-Regular Meeting Day Pursuant to Chula Vista Municipal Code Section 2.04.020 Adopt an ordinance designating July 7, 2026, as a non-regular meeting day pursuant to Chula Vista Municipal Code Section 2.04.020. (Second Reading and Adoption) Item 5.2 heading: ORDINANCE NO. 3621 OF THE CITY OF CHULA VISTA DESIGNATING JULY 7, 2026, AS A NON-REGULAR MEETING DAY PURSUANT TO CHULA VISTA MUNICIPAL CODE SECTION 2.04.020 (SECOND READING AND ADOPTION) Page 14 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 5 5.3 City Boards and Commissions: Adopt an Ordinance Amending the Municipal Code to Implement District-Based Nominations for Certain Boards and Commissions Adopt an ordinance amending the Chula Vista Municipal Code to redesignate four seats on the Board of Library Trustees, Charter Review Commission, Sustainability Commission, Traffic Safety Commission, and Veterans Advisory Commission to use a district-based nomination process, one seat per district; require appointees to the district-designated seats on the Traffic Safety Commission to reside in the corresponding district; provide that appointees to the district-designated seats on the other listed bodies are not required to reside in the corresponding district; and clarify that the existing Municipal Code process for the City Clerk to propose reassignment of seat designations for City Council consideration and approval applies when appointment processes are adjusted. (Second Reading and Adoption) Item 5.3 heading: ORDINANCE NO. 3622 OF THE CITY OF CHULA VISTA AMENDING VARIOUS SECTIONS OF THE CHULA VISTA MUNICIPAL CODE TO IMPLEMENT DISTRICT-BASED NOMINATIONS FOR CERTAIN BOARDS AND COMMISSIONS, AND CLARIFY THE PROCESS FOR REASSIGNMENT OF SEAT DESIGNATIONS WHEN APPOINTMENT PROCESSES ARE ADJUSTED (SECOND READING AND ADOPTION) 5.4 Agreement: Approve an Agreement with SC Commercial, LLC DBA SC Fuels to Provide Motor Vehicle Fuel Supply and Delivery Adopt the resolution approving an agreement with SC Commercial, LLC DBA SC Fuels (“SC Fuels”) to provide motor vehicle fuel supply and delivery. Item 5.4 heading: RESOLUTION NO. 2026-069 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A CONTRACTOR SERVICE AGREEMENT FOR MOTOR VEHICLE FUEL SUPPLY AND DELIVERY BETWEEN THE CITY OF CHULA VISTA AND SC COMMERCIAL, LLC DBA SC FUELS 5.5 Agreement: Approve a Contractor Service Agreement with Wittman Enterprises, LLC a Subsidiary of EMS Management & Consultants, Inc., a North Carolina Corporation, for Emergency Medical Services Billing Services Adopt a resolution approving a contractor service agreement with Wittman Enterprises, LLC (“Wittman”) a subsidiary of EMS Management & Consultants, Inc. a North Carolina corporation, for emergency medical services (“EMS”) billing services. Item 5.5 heading: RESOLUTION NO. 2026-070 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING CONTRACTOR SERVICES AGREEMENT FOR EMS BILLING AND COLLECTIONS SERVICES WITH WITTMAN ENTERPRISES, LLC Page 15 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 6 5.6 Grant Acceptance and Appropriations: Accept Grant Funds from the San Diego Regional Fire Foundation for Chula Vista Fire Department Wildfire Mitigation Efforts Adopt a resolution accepting the San Diego Regional Fire Foundation grant of $45,000 and appropriating funds for that purpose. (4/5 Vote Required) Item 5.6 heading: RESOLUTION NO. 2026-071 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING THE SAN DIEGO REGIONAL FIRE FOUNDATION GRANT, APPROPRIATING GRANT FUNDS, AND AUTHORIZING THE CITY MANAGER TO EXECUTE ASSOCIATED DOCUMENTS (4/5 VOTE REQUIRED) 5.7 Grant Acceptance and Appropriation: Accept the Roy and Marian Holleman Foundation Grant Award and Appropriate Funds Adopt a resolution accepting a grant award from the Roy and Marian Holleman Foundation in the amount of $29,000 to fund repairs and improvements to the Animal Care Facility and deep drain cleaning in the dog kennels, amending the fiscal year 2025-26 budget, and appropriating funds for that purpose. (4/5 Vote Required) Item 5.7 heading: RESOLUTION NO. 2026-072 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING A GRANT AWARD FROM THE ROY AND MARIAN HOLLEMAN FOUNDATION, AMENDING THE FISCAL YEAR 2025-26 BUDGET, AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 6. PUBLIC COMMENTS The following members of the public spoke in support of Police Chief Kennedy:  William Lopez  Cheryl Mitchell  Patty McKelvey  Roberto Quezeda Angelica Martinez, Chula Vista resident, spoke in support of reopening Hilltop Park. John Acosta, Chula Vista resident, spoke regarding various topics. At the request of Councilmember Inzunza, there was a consensus of a majority of the City Council to pause public comment to allow Councilmember Inzunza to briefly respond to public comment and request a City Council referral. The direction was supported by Councilmember Chavez, Deputy Mayor Fernandez, Councilmember Inzunza, and Councilmember Preciado, and opposed by Mayor McCann. Councilmember Inzunza expressed concern regarding statements made during public comment alleging that a member of the City Council was involved in a domestic violence incident and that they and/or another individual may have been injured or may be in danger. Page 16 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 7 At the request of Councilmember Inzunza, there was a consensus of a majority of the City Council to direct the City Attorney to coordinate with the Acting Police Chief regarding opening an investigation into the matter. The direction was supported by Councilmember Chavez, Deputy Mayor Fernandez, and Councilmember Inzunza, and opposed by Councilmember Preciado and Mayor McCann. Christine Brady, Chula Vista resident, spoke in support of dedicating Lauderbach Park to the performing arts. Melissa Linn expressed concerns regarding funding and transparency related to the recent State of the City. 7. PUBLIC HEARINGS 7.1 Comprehensive Code Update: Consideration of Amendments to the Chula Vista Municipal Code 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. Deputy City Manager/Director of Development Services Sapa'u, Code Enforcement Manager Catacutan, Senior Planner Mallec, and Principal Planner Medel gave a presentation on the item. Mayor McCann opened the public hearing. The following members of the public spoke regarding the item:  John Acosta, Chula Vista resident  Robert 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 To place the below ordinance on first reading, the heading was read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Item 7.1 heading: ORDINANCE OF THE CITY OF CHULA VISTA COMPREHENSIVELY AMENDING CHULA VISTA MUNICIPAL CODE TITLE 1 (GENERAL PROVISIONS), TITLE 3 (REVENUE AND FINANCE), TITLE 5 (BUSINESS LICENSES, TAXES AND REGULATIONS), TITLE 10 (VEHICLES AND TRAFFIC), TITLE 12 (STREETS AND SIDEWALKS), TITLE 15 (BUILDINGS AND CONSTRUCTION), TITLE 17 (ENVIRONMENTAL QUALITY), TITLE 18 (SUBDIVISIONS), TITLE 19 (PLANNING AND ZONING), AND TITLE 21 (HISTORIC PRESERVATION) (FIRST READING) 8. BOARD AND COMMISSION REPORTS Page 17 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 8 8.1 Measure A Citizens’ Oversight Committee: Presentation of Annual Report Covering Reporting Period July 1, 2024, through June 30, 2025 Measure A Citizens Oversight Committee Chair Stucky gave a presentation. Robert spoke in support of the item. The meeting was recessed at 6:39 p.m. and reconvened at 6:58 p.m. 9. ACTION ITEMS 9.1 Consider Items Removed From the Consent Calendar, if Any There were none. 9.2 Lease Agreement: Approve a Lease Agreement with the Sweetwater Union High School District for a Portion of the City-Owned Building Located at 1775 Millenia Avenue Real Property Manager Dickson gave a presentation on the item. The following members of the public spoke regarding the item:  Robert  Christine Brady, Chula Vista resident Deputy Mayor Fernandez disclosed that he and his spouse are employed by the Sweetwater Union High School District, and Councilmember Inzunza disclosed that his spouse is employed by the District. Both stated they did not have a financial interest in the matter, and the employment did not constitute conflicts of interest Moved by Mayor McCann Seconded by Councilmember Inzunza To adopt Resolution No. 2026-073, the heading was read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Item 9.2 heading: RESOLUTION NO. 2026-073 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A LEASE AGREEMENT BETWEEN THE CITY AND SWEETWATER UNION HIGH SCHOOL DISTRICT FOR A PORTION OF THE CITY-OWNED BUILDING LOCATED AT 1775 MILLENIA AVENUE 9.3 Annual Budget: Hear the Presentation of the City Manager’s Proposed Budget for Fiscal Year 2026-27, Consider Acceptance of the Proposed Budget, and Set a Public Hearing for Final Consideration and Adoption Director of Finance Del Rio, Budget and Analysis Manager Prendell, and Director of Engineering Schaar gave a presentation on the item. The meeting was recessed at 9:05 p.m. and reconvened at 9:07 p.m. Page 18 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 9 Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To adopt City Council Resolution No. 2026-074, Successor Agency to the Redevelopment Agency Resolution No. 2026-001, and Housing Authority Resolution No. 2026-002, the heading was read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Item 9.3 heading: RESOLUTION NOS. 2026-074 OF THE CITY COUNCIL/ 2026-001 OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY/ AND 2026-002 OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA ACCEPTING THE CITY MANAGER’S PROPOSED OPERATING AND CAPITAL IMPROVEMENT BUDGETS FOR FISCAL YEAR 2026-27 FOR EACH AGENCY AS THEIR PROPOSED BUDGETS, RESPECTIVELY, AND SETTING THE TIME AND PLACE FOR A PUBLIC HEARING FOR FINAL CONSIDERATION AND ADOPTION OF THE BUDGETS 9.4 State Legislation: Hear a Report on Assembly Bill 2484: San Diego Metropolitan Transit System: Transactions and Use Tax: Voter Initiatives (Alvarez) and Provide Direction to Staff on City Position Special Projects Manager Relph gave a presentation on the item. Sharon Cooney, representing the Metropolitan Transit System, and Ernesto Castanares, representing Assembly member Alvarez's Office, spoke regarding the item. Robert spoke in opposition to the item. Moved by Deputy Mayor Fernandez Seconded by Councilmember Chavez To support Assembly Bill 2484. The motion was carried by the following vote: Result, Carried (3 to 2) The meeting was recessed at 7:54 p.m. and reconvened at 8:00 p.m. 10. PUBLIC COMMENTS (CONTINUED) The following members of the public spoke regarding various topics:  Robert  Admiral Rivera Page 19 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 10 Denise Knoblock spoke regarding off-leash dogs in her neighborhood. Greg Martinez, Chula Vista resident, spoke regarding issues with e-bike groups in the community. 11. CITY MANAGER’S REPORTS There were none. 12. MAYOR’S REPORTS Mayor McCann reported on attendance at recent events and made community announcements. 13. COUNCILMEMBERS’ REPORTS Councilmembers reported on attendance at recent events and made community announcements. Councilmember Chavez provided a report regarding discussions from the recent SANDAG meeting. At the request of Councilmember Preciado, there was a consensus of a majority of the City Council, to request that the City Attorney conduct a legal analysis regarding the process and authority associated with determining the location of the State of the City event, including whether the City Charter provides discretion to the Mayor in selecting the venue, and to provide information regarding the costs associated with holding the event off-site, including public, private, and City-incurred costs. At the request of Councilmember Inzunza, there was a consensus of a majority of the City Council to direct the City Manager, in coordination with the City Attorney, to return within 60 days with a review and accounting of City-hosted or City-sponsored civic events from November 2020 to the present, including State of the City events, swearing- in ceremonies, and similar civic events. The review should include information on event costs, staff time, reimbursements, vendors, invoices, contracts, sponsorships, donations, in-kind contributions, funding sources, and related procurement or credit card expenditures associated with such events. 14. CITY CLERK'S REPORTS There were none. 15. CITY ATTORNEY'S REPORTS There were none. 16. 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. City Attorney Verdugo announced that the City Council would convene in closed session to discuss the items listed below. The meeting was recessed at 9:56 p.m. and reconvened in closed session at 10:04 p.m. with all members present. Page 20 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 11 16.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9(d)(1) Name of case: Eric Crockett v City of Chula Vista, et al., San Diego Superior Court Case No. 37-2024-00012828-CU-OE-CTL Action: No reportable action 16.2 Conference with Legal Counsel Regarding Initiation of Litigation Pursuant to Government Code Section 54956.9(d)(4) Moved by Councilmember Preciado Seconded by Deputy Mayor Fernandez To authorize the City to join as plaintiff in litigation. Result, Carried (5 to 0) MDL 3179: In Re: Fire Apparatus Antitrust Litigation (2:26-md-03179-WCG) 16.3 Conference with Legal Counsel -- Anticipated Litigation Significant Exposure to Litigation Pursuant to Government Code Section 54956.9(b) Bonita Valley Amateur Girls Softball Association, presented on August 15, 2024 Action: No reportable action 16.4 Conference with Labor Negotiators Pursuant to Government Code Section 54957.6 Agency-designated representatives: Tiffany Allen, Courtney Chase, Tanya Tomlinson, Marco Verdugo Employee organization: IAFF Action: No reportable action 16.5 Public Employee Appointments Pursuant to Government Code Section 54957(b) Title: Director of Information Technology Services Attorney Marco Verdugo announced that approval of the item would affect executive compensation. Moved by Councilmember Preciado Seconded by Councilmember Inzunza To ratify the appointment of Adnan Memon as Director of Information Technology Services. Page 21 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-05 Regular City Council and Successor Agency to the Redevelopment Agency, and Special Housing Authority Meeting Minutes Page 12 Yes (5): Councilmember Chavez, Deputy Mayor Fernandez, Councilmember Inzunza, Councilmember Preciado, and Mayor McCann Result, Carried (5 to 0) 17. ADJOURNMENT The meeting was adjourned at 11:08 p.m. Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services _________________________ Kerry K. Bigelow, MMC, City Clerk Page 22 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 City of Chula Vista Special City Council Workshop MINUTES Date: Location: May 12, 2026, 6:00 p.m. Council Chambers, 276 Fourth Avenue, Chula Vista, CA Present: Councilmember Chavez, Deputy Mayor Fernandez, Councilmember Inzunza, Councilmember Preciado, Mayor McCann Also Present: City Manager Allen, 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 6:00 p.m. 2. ROLL CALL City Clerk Bigelow called the roll. 3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE Led by Deputy Director Courtney Chase. 4. WORKSHOP 4.1 Strategic Plan: Continued Presentation and Discussion of the City's Draft 2026–2031 Strategic Plan Kymberly Garrett and Sommer Kehrli, representing the Center for Organizational Effectiveness, gave a presentation on the item, and the City Council provided feedback. The following members of the public spoke regarding the item:  Robert  Greg Martinez, Chula Vista resident  Evette Garcia  Stephan Gaspar 5. ADJOURNMENT The meeting was adjourned at 7:16 p.m. Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services _________________________ Kerry K. Bigelow, MMC, City Clerk Page 23 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting MINUTES Date: Location: May 19, 2026, 5:00 p.m. Council Chambers, 276 Fourth Avenue, Chula Vista, CA Present: Councilmember Chavez, Deputy Mayor Fernandez, Councilmember Inzunza, Councilmember Preciado, Mayor McCann Also Present: City Manager Allen, City Attorney Verdugo, 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 5:00 p.m. Councilmembers Chavez and Preciado joined the meeting at 5:01 p.m. Mayor McCann announced, pursuant to the California Brown Act, (Government Code Section 54952.3), that he and all Councilmembers would receive $50 for their attendance at that Housing Authority meeting, held simultaneously with the City Council meeting. 2. ROLL CALL Deputy Director, City Clerk Services Turner called the roll. 3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE Led by Councilmember Inzunza. Mayor McCann called for a moment of silence to acknowledge the tragic event at the Islamic Center of San Diego, honoring the victims, their families, and the affected community. 4. SPECIAL ORDERS OF THE DAY 4.1 Presentation of a Proclamation Honoring EMS Week in the City of Chula Vista The proclamation was presented. 4.2 Presentation of a Proclamation Proclaiming May 17 through May 23, 2026 as National Public Works Week in the City of Chula Vista The proclamation was presented. Page 24 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 2 4.3 Presentation of a Proclamation Recognizing Chula Vista Resident, Vien R. Zhivago, Upon Retirement from the Drug Enforcement Association The proclamation was presented. 5. CONSENT CALENDAR (Items 5.1 through 5.14) The following members of the public spoke regarding various topics related to the Consent Calendar:  John Acosta  Robert Mayor McCann stated he would abstain from voting on Items 5.8C, 5.8E, and 5.13, and Councilmember Chavez stated she would abstain from voting on Items 5.8C and 5.8D, both due to potential property-related conflicts of interest. City Attorney Verdugo announced that a revised resolution for Item 5.5 had been distributed and that action on the item would be on the revised document. Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To approve the recommended actions appearing below consent calendar Items 5.1 through 5.7, 5.9 through 5.12, and 5.14. The headings were read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To approve the recommended action appearing below consent calendar Item 5.8C. The heading was read, text waived. The motion was carried by the following vote: Result, Carried (3 to 0) Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To approve the recommended action appearing below consent calendar Item 5.8D. The heading was read, text waived. The motion was carried by the following vote: Page 25 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 3 Yes (4): Deputy Mayor Fernandez, Councilmember Inzunza, Councilmember Preciado, and Mayor McCann Abstain (1): Councilmember Chavez Result, Carried (4 to 0) Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To approve the recommended action appearing below consent calendar Item 5.8E, the heading was read, text waived. The motion was carried by the following vote: Result, Carried (4 to 0) 5.1 Approve Meeting Minutes Approve the minutes dated: April 21, and 28, 2026. 5.2 Waive Reading of Text of Resolutions and Ordinances Approve a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.3 Consider Requests for Excused Absences Approve an excused absence for Deputy Mayor Fernandez from the April 28, 2026, City Council meeting. 5.4 Comprehensive Code Update: Consideration of Amendments to the Chula Vista Municipal Code Adopt an ordinance amending Chula Vista Municipal Code (“CVMC”) Title 1 (General Provisions), Title 3 (Revenue and Finance), Title 5 (Business Licenses, Taxes, and Regulations), Title 10 (Vehicles and Traffic), Title 12 (Streets and Sidewalks), Title 15 (Buildings and Construction), Title 17 (Environmental Quality), Title 18 (Subdivisions), Title 19 (Planning and Zoning), and Title 21 (Historic Preservation). (Second Reading and Adoption) Item 5.4 heading: ORDINANCE NO. 3623 OF THE CITY OF CHULA VISTA COMPREHENSIVELY AMENDING CHULA VISTA MUNICIPAL CODE TITLE 1 (GENERAL PROVISIONS), TITLE 3 (REVENUE AND FINANCE), TITLE 5 (BUSINESS LICENSES, TAXES AND REGULATIONS), TITLE 10 (VEHICLES AND TRAFFIC), Page 26 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 4 TITLE 12 (STREETS AND SIDEWALKS), TITLE 15 (BUILDINGS AND CONSTRUCTION), TITLE 17 (ENVIRONMENTAL QUALITY), TITLE 18 (SUBDIVISIONS), TITLE 19 (PLANNING AND ZONING), AND TITLE 21 (HISTORIC PRESERVATION) (SECOND READING AND ADOPTION) 5.5 Community Facilities District Annexation: Initiate Annexation of Eastlake Self Storage Project into CFD No. 97-2 Adopt the following resolutions: A. Setting forth the boundaries of the proposed Annexation No. 14 into CFD No. 97-2, Improvement Area “C”; B. Setting forth the boundaries of the proposed Annexation No. 1 into CFD No. 97- 2, Improvement Area “D”; C. Declaring the intention of the City Council to authorize the proposed Annexation No. 14 into Improvement Area “C” of CFD No. 97-2, levy a Special Tax, and set a time and place for the public hearing; and D. Declaring the intention of the City Council to authorize the proposed Annexation No. 1 into Improvement Area “D” of CFD No. 97-2, levy a Special Tax, and set a time and place for the public hearing. Item 5.5 headings: A) RESOLUTION NO. 2026-075 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, ADOPTING AN ANNEXATION MAP SHOWING TERRITORY PROPOSED TO BE ANNEXED TO IMPROVEMENT AREA “C” OF COMMUNITY FACILITIES DISTRICT NO. 97-2 (PRESERVE MAINTENANCE DISTRICT) OF THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA B) RESOLUTION NO. 2026-076 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, ADOPTING A PROPOSED BOUNDARY MAP DESIGNATING IMPROVEMENT AREA “D” OF COMMUNITY FACILITIES DISTRICT NO. 97-2 (PRESERVE MAINTENANCE DISTRICT) OF THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AND SHOWING TERRITORY PROPOSED TO BE ANNEXED TO SUCH IMPROVEMENT AREA C) RESOLUTION NO. 2026-077 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, DECLARING ITS INTENTION TO AUTHORIZE THE ANNEXATION OF TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 97- 2 (PRESERVE MAINTENANCE DISTRICT) OF THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AND IMPROVEMENT AREA “C” THEREIN, AND TAKING OTHER ACTIONS RELATED THERETO D) RESOLUTION NO. 2026-078 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, DECLARING ITS INTENTION TO DESIGNATE IMPROVEMENT AREA “D” OF COMMUNITY FACILITIES DISTRICT N0. 97-2 (PRESERVE MAINTENANCE DISTRICT) OF THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ANNEX TERRITORY AS Page 27 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 5 ANNEXATION NO. 1 THERETO, AND TAKING OTHER ACTIONS RELATED THERETO 5.6 Road Maintenance: Adopt a List of Projects for Fiscal Year 2026-27 Funded by Senate Bill 1, the Road Repair and Accountability Act of 2017 Adopt a resolution approving the proposed list of projects for fiscal year 2026-27 funded by the Road Maintenance and Rehabilitation Account created by Senate Bill 1: The Road Repair and Accountability Act of 2017. Item 5.6 heading: RESOLUTION NO. 2026-079 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2026-27 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 5.7 Investment Report: Receive the Investment Report for Quarter Ending March 31, 2026 Receive the investment report for the quarter ending on March 31, 2026. 5.8 Open Space Districts: Initiate Proceedings, Approve the Engineer’s Report, Declare the Intention to Levy and Collect Assessments for the Open Space Districts for Fiscal Year 2026-27, and Set a Public Hearing Adopt the following resolutions: A. Initiating proceedings for the levy and collection of assessments for Fiscal Year 2026-27 for Open Space Districts 1 through 11, 14, 15, 17, 18, 20, 23, 24, 26, 31, 33, Eastlake Maintenance District No 1, Town Centre Maintenance District, and Bay Boulevard Maintenance District pursuant to the Landscaping and Lighting Act of 1972; B. Approving the Engineer’s Report, declaring the intention to levy and collect assessments; and setting a public hearing for July 14, 2026, regarding the Fiscal Year 2026-27 assessments for Open Space Districts 2 through 11, 14, 15, 17, 18, 20 (Zones 1 through 4, 6, 8, and 9), 23, 24, 26, 31, 33, Eastlake Maintenance District No 1, Town Centre Maintenance District, and Bay Boulevard Maintenance District; C. Approving the Engineer’s Report, declaring the intention to levy and collect assessments; and setting a public hearing for July 14, 2026, regarding the fiscal year 2026-27 assessments for Open Space District 1; D. Approving the Engineer’s Report, declaring the intention to levy and collect assessments; and setting a public hearing for July 14, 2026, regarding the fiscal year 2026-27 assessments for Open Space District 20 Zone 5; and E. Approving the Engineer’s Report, declaring the intention to levy and collect assessments; and setting a public hearing for July 14, 2026, regarding the fiscal year 2026-27 assessments for Open Space District 20 Zone 7. Item 5.8 headings: Page 28 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 6 A) RESOLUTION NO. 2026-080 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA INITIATING PROCEEDINGS FOR THE LEVY AND COLLECTION OF ASSESSMENTS FOR FISCAL YEAR 2026-27 FOR OPEN SPACE DISTRICTS 1 THROUGH 11, 14, 15, 17, 18, 20, 23, 24, 26, 31, 33, EASTLAKE MAINTENANCE DISTRICT NO. 1, TOWN CENTRE MAINTENANCE DISTRICT, AND BAY BOULEVARD MAINTENANCE DISTRICT PURSUANT TO THE LANDSCAPING AND LIGHTING ACT OF 1972 B) RESOLUTION NO. 2026-081 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ENGINEER’S REPORT, DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS; AND SETTING A PUBLIC HEARING REGARDING THE FISCAL YEAR 2026-27 ASSESSMENTS FOR OPEN SPACE DISTRICTS 2 THROUGH 11, 14, 15, 17, 18, 20 (ZONES 1 THROUGH 4, 6, 8, AND 9), 23, 24, 26, 31, 33, EASTLAKE MAINTENANCE DISTRICT NO 1, TOWN CENTRE MAINTENANCE DISTRICT, AND BAY BOULEVARD MAINTENANCE DISTRICT C) RESOLUTION NO. 2026-082 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ENGINEER’S REPORT, DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS; AND SETTING A PUBLIC HEARING REGARDING THE FISCAL YEAR 2026-27 ASSESSMENTS FOR OPEN SPACE DISTRICT 1 D) RESOLUTION NO. 2026-083 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ENGINEER’S REPORT, DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS; AND SETTING A PUBLIC HEARING REGARDING THE FISCAL YEAR 2026-27 ASSESSMENTS FOR OPEN SPACE DISTRICT 20 ZONE 5 E) RESOLUTION NO. 2026-084 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ENGINEER’S REPORT, DECLARING THE INTENTION TO LEVY AND COLLECT ASSESSMENTS; AND SETTING A PUBLIC HEARING REGARDING THE FISCAL YEAR 2026-27 ASSESSMENTS FOR OPEN SPACE DISTRICT 20 ZONE 7 5.9 Transfer Unclaimed Monies: Transfer Unclaimed Monies from the Deposits Fund to the General Fund Adopt a resolution transferring unclaimed monies in the amount of $18,583.24 from the Deposits Fund to the General Fund. Item 5.9 heading: RESOLUTION NO. 2026-085 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA TRANSFERRING UNCLAIMED MONIES IN THE AMOUNT OF $18,583.24 FROM THE DEPOSITS FUND TO THE GENERAL FUND 5.10 Transfer Unclaimed Monies: Transfer Unclaimed Monies from the Cash Bond Deposit Fund to the General Fund Adopt a resolution transferring unclaimed monies in the amount of $7,442.30 from the Cash Bond Deposit Fund to the General Fund. Item 5.10 heading: Page 29 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 7 RESOLUTION NO. 2026-086 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA TRANSFERRING UNCLAIMED MONIES IN THE AMOUNT OF $7,442.30 FROM THE CASH BOND DEPOSIT FUND TO THE GENERAL FUND 5.11 Waiver of Development Impact Fees: Approve a Waiver of Parkland Fees for a 96-Unit Affordable Rental Housing Project within Otay Ranch Village 2 Adopt a resolution waiving parkland fees and obligations for a 96-unit affordable rental housing project within Otay Ranch Village 2. Item 5.11 heading: RESOLUTION NO. 2026-087 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING PARKLAND DEDICATION AND IN-LIEU FEE REQUIREMENTS FOR A 96-UNIT AFFORDABLE RENTAL HOUSING PROJECT LOCATED WITHIN OTAY RANCH VILLAGE 2 5.12 Vacation of Easement: Vacate Portion of Storm Drain Easement within Parcel 8 of Parcel Map No. 19543 Adopt a resolution approving the vacation of a portion of Storm Drain Easement within Parcel 8 of Parcel Map No. 19543, which Easement is being abandoned in a portion of its current alignment and being relocated to another part of the property. Item 5.12 heading: RESOLUTION NO. 2026-088 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA TO VACATE PORTION OF A STORM DRAIN EASEMENT WITHIN PARCEL 8 OF PARCEL MAP NO. 19543 5.13 Housing Grant Funding: Approve the Fiscal Year 2026-27 U.S. Department of Housing and Urban Development Annual Action Plan Adopt the following resolutions: A. Approving the Fiscal Year 2026-27 U.S. Department of Housing and Urban Development annual spending plan for the Community Development Block Grant and HOME Investment Partnerships Program within the 2026/27 Annual Action Plan, authorizing the City Manager to execute subrecipient agreements, memorandum of agreement(s), and all documents related to the grants; and B. Approving the Fiscal Year 2026-27 annual spending plan for the Emergency Solutions Grant within the 2026/27 Annual Action Plan, authorizing the City Manager to execute subrecipient agreements and all documents related to the grant. Item 5.13 headings: A) RESOLUTION NO. 2026-089 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE FISCAL YEAR 2026-27 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) SPENDING PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT AND HOME INVESTMENT PARTNERSHIPS PROGRAM AND AUTHORIZING THE CITY MANAGER TO Page 30 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 8 EXECUTE SUBRECIPIENT AGREEMENTS AND ALL HUD DOCUMENTS RELATED TO THE GRANTS B) RESOLUTION NO. 2026-090 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE FISCAL YEAR 2026-27 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD) SPENDING PLAN FOR THE EMERGENCY SOLUTIONS GRANT AND AUTHORIZING THE CITY MANAGER TO EXECUTE SUBRECIPIENT AGREEMENTS AND ALL HUD DOCUMENTS RELATED TO THE GRANT 5.14 Property Management Agreement: Approve an Agreement with Ryan Companies US, Inc. to Provide Property Management Services for the City- Owned Building Located at 1775 Millenia Avenue Adopt a resolution approving an agreement between the City of Chula Vista (“City”) and Ryan Companies US, Inc. to provide property management services for the Millenia Library Building located at 1775 Millenia Avenue. Item 5.14 heading: RESOLUTION NO. 2026-091 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A PROPERTY MANAGEMENT AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND RYAN COMPANIES US, INC. FOR SERVICES AT THE CITY-OWNED BUILDING LOCATED AT 1775 MILLENIA AVENUE 6. PUBLIC COMMENTS Joseph Raso, Chula Vista resident, spoke regarding the City Council agenda-setting process. Angelica Martinez, Chula Vista resident, expressed concerns regarding potential tax proposals and sewer rate increases The following members of the public spoke regarding various topics:  John Acosta, Chula Vista resident  Robert Pastor Francisco Castillo, representing Revive Church, spoke regarding volunteer opportunities. Michael Feinstein spoke in support of changes to the state's election system. Craig Thomsen spoke regarding mobile home parking regulations. Rita Byers, Chula Vista resident, submitted written comments related to Hilltop Park irrigation system. 7. PUBLIC HEARINGS 7.1 TEFRA Hearing: Conduct Hearing to Approve the Issuance of Tax-Exempt Multifamily Housing Revenue Bonds for the Otay Ranch II Affordable Housing Project 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. Page 31 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 9 Housing Manager Warwick and Director of Housing and Homeless Services Kurz gave a presentation on the item. Mayor McCann opened the public hearing. Robert spoke in opposition to the item. There being no further members of the public who wished to speak, Mayor McCann closed the public hearing. Moved by Councilmember Preciado Seconded by Mayor McCann To adopt Resolution No. 2026-092, the heading was read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Item 7.1 heading: RESOLUTION NO. 2026-092 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY EXEMPT FACILITY BONDS FOR A QUALIFIED RESIDENTIAL RENTAL PROJECT IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $80,000,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT, AND EQUIPPING OF OTAY RANCH II AND CERTAIN OTHER MATTERS RELATING THERETO 7.2 Annual Budget: Consideration of Adopting the Fiscal Year 2026-27 Operating and Capital Improvement Budgets and Revised Fiscal Year 2026-27 Compensation Schedule 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. Mayor McCann stated he would abstain from voting on Items 7.2B and 7.2D, Councilmember Chavez stated she would abstain from voting on Items 7.2B and 7.2C, and Councilmember Inzunza stated he would abstain from voting on Item 7.2 E, all due to potential property-related conflicts of interest. They left the dais during voting on the respective items. Mayor McCann opened the public hearing. Robert spoke regarding the item. Public submitted written comments expressing concerns regarding the City’s administrative staffing levels, budget balance, and expenditures related to World Cup events. There being no further members of the public who wished to speak, Mayor McCann closed the public hearing. Page 32 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 10 Moved by Mayor McCann Seconded by Councilmember Preciado To adopt City Council Resolution Nos. 2026-093, and 2026-098 through 2026-100, Housing Authority Resolution No. 2026-005, and Successor Agency to the Redevelopment Agency Resolution No. 2026-002. The headings were read, text waived. The motion was carried by the following vote: Result, Carried (5 to 0) Item 7.2 A and F through J headings: A) RESOLUTION NO. 2026-093 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING AND CAPITAL IMPROVEMENT BUDGETS FOR THE CITY OF CHULA VISTA FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 EXCLUDING OPEN SPACE DISTRICTS: #01, #20 ZONE 5, #20 ZONE 7; COMMUNITY FACILITIES DISTRICTS: 07-M, 97-1, 97-2, 99-2; AND CAPITAL IMPROVEMENT PROJECT PRK0349 F) RESOLUTION NO. 2026-005 OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGET FOR THE HOUSING AUTHORITY FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 G) RESOLUTION NO. 2026-002 OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGETS FOR THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 H) RESOLUTION NO. 2026-098 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AMENDING THE COMPENSATION SCHEDULE AND CLASSIFICATION PLAN TO REFLECT THE ADDITION OF VARIOUS POSITION TITLES AND CHANGES IN SALARY AS REFLECTED IN THE FISCAL YEAR 2026-27 OPERATING BUDGET I) RESOLUTION NO. 2026-099 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE REVISED FISCAL YEAR 2026-27 COMPENSATION SCHEDULE EFFECTIVE JULY 10, 2026, AS REQUIRED BY CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5 J) RESOLUTION NO. 2026-100 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE AMENDED COMPENSATION SUMMARY FOR ALL UNREPRESENTED EMPLOYEES AND ELECTED OFFICIALS, INCLUDING AUTHORIZATION FOR THE MAYOR TO EXECUTE ANY NECESSARY CONTRACT AMENDMENTS TO IMPLEMENT SAID AMENDED COMPENSATION SUMMARY (4/5 VOTE REQUIRED) Moved by Councilmember Preciado Seconded by Deputy Mayor Fernandez Page 33 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 11 To adopt Resolution No. 2026-094 (Item 7.2B), the heading was read, text waived. The motion was carried by the following vote: Result, Carried (3 to 0) Item 7.2B heading: RESOLUTION NO. 2026-094 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGET FOR OPEN SPACE DISTRICT #01 FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To adopt Resolution No. 2026-095 (7.2C), the heading was read, text waived. The motion was carried by the following vote: Result, Carried (4 to 0) Item 7.2C heading: RESOLUTION NO. 2026-095 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGET FOR OPEN SPACE DISTRICT #20 ZONE 5 FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 Moved by Councilmember Inzunza Seconded by Deputy Mayor Fernandez To adopt Resolution No. 2026-096 (7.2D), the heading was read, text waived. The motion was carried by the following vote: Result, Carried (4 to 0) Item 7.2D heading: RESOLUTION NO. 2026-096 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGET FOR OPEN SPACE DISTRICT #20 ZONE 7, COMMUNITY FACILITIES DISTRICT 07-M, AND CAPITAL IMPROVEMENT BUDGET FOR PROJECT PRK0349 FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 Page 34 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 12 Moved by Mayor McCann Seconded by Deputy Mayor Fernandez To adopt Resolution No. 2026-097 (7.2E), the heading was read, text waived. The motion was carried by the following vote: Result, Carried (4 to 0) Item 7.2E heading: RESOLUTION NO. 2026-097 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE OPERATING BUDGET FOR COMMUNITY FACILITIES DISTRICTS 97-1, 97-2, 99-2 FOR FISCAL YEAR 2026-27 AND APPROPRIATING FUNDS FOR THE FISCAL YEAR ENDING JUNE 30, 2027 The meeting was recessed at 6:45 p.m. and reconvened at 7:01 p.m. 8. ACTION ITEMS 8.1 Consider Items Removed From the Consent Calendar, if Any There were none. 8.2 Housing Authority & City Housing Funding: Approve a Funding Commitment of up to $4,000,000 for the Park Hill UMC Development Housing Manager Warwick and Director of Housing and Homeless Services Kurz gave a presentation. The following members of the public spoke in support of the item:  Rev. Luis Garcia, Chula Vista resident  Joel Hortiales, Chula Vista resident The following members of the public spoke in opposition to the item:  Stephanie Rodriguez, Chula Vista resident  Carl Rodriguez, Chula Vista resident  Michael O'Steen, Chula Vista resident Robert spoke, expressing a neutral position on the item. William Klaser submitted written comments in opposition to the item. Moved by Deputy Mayor Fernandez Seconded by Councilmember Inzunza To continue the item to a June meeting and direct staff to incorporate City Council feedback into the agreement related to parking, drainage, and privacy considerations associated with the project. The motion was carried by the following vote: Page 35 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 13 Yes (4): Councilmember Chavez, Deputy Mayor Fernandez, Councilmember Inzunza, and Councilmember Preciado No (1): Mayor McCann Result, Carried (4 to 1) 9. PUBLIC COMMENTS (CONTINUED) The following members of the public spoke regarding concerns related to the proposed storage facility project near Ridgewater Drive:  Joana Moreira, Chula Vista resident  Margarita Garcia, Chula Vista resident 10. CITY MANAGER’S REPORTS 10.1 Request for Clarification of Special Events Referral from May 5 City Council Meeting Item was not heard. 11. MAYOR’S REPORTS Mayor McCann reported on attendance at recent events and made community announcements. 12. COUNCILMEMBERS’ REPORTS Councilmembers reported on attendance at recent events and made community announcements. Councilmember Chavez provided an update on the recent SANDAG board meeting. At the request of Councilmember Inzunza, there was a consensus of the City Council to revise the scope of his previous referral by reducing the audit period by two years and directing the behested payment audit for events to begin in November 2022. At the request of Deputy Mayor Fernandez, there was a consensus of the City Council to direct staff to prepare a draft ordinance and policy recommendations related to promoting workforce protection and economic continuity while balancing operational flexibility for businesses, that included reviewing worker retention, recall, and successor- employer ordinances adopted by other California municipalities; analyzing the City’s legal authority and any potential state or federal preemption issues related to local worker retention policies; evaluating policy options related to temporary business closures, substantial renovations and tenant improvements, redevelopment-related workforce displacement, and successor-employer obligations following changes in operational control; and to consult with business stakeholders, including the local Chamber of Commerce and South County EDC. 13. CITY CLERK'S REPORTS There were none. 14. CITY ATTORNEY'S REPORTS Page 36 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2026-05-19 Regular City Council, Special Housing Authority, and Special Successor Agency to the Redevelopment Agency Meeting Page 14 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. City Attorney Verdugo announced that the City Council would convene in closed session to discuss the items listed below. The meeting was recessed at 8:45 p.m. and reconvened in closed session at 8:53 p.m. with all members present. 15.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9(d)(1) Greg Martinez, Chula Vista resident, spoke regarding Roxana Kennedy v. City of Chula Vista, et al. Name of case: A) City of Chula Vista v. Slade Fischer, et al., San Diego Superior Court, Case No. 24CU006375C Action: No reportable action Name of case: B) Eric Crockett v. City of Chula Vista, et al., San Diego Superior Court, Case No. 37-2024-00012828-CU-OE-CTL Action: No reportable action Name of case: C) Roxana Kennedy v. City of Chula Vista, et al., San Diego Superior Court, Case No. 26CU026069C Action: No reportable action 16. ADJOURNMENT The meeting was adjourned at 9:22 p.m. Minutes prepared by: Tyshar Turner, Deputy Director, City Clerk Services _________________________ Kerry K. Bigelow, MMC, City Clerk Page 37 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE CIP Creation and Appropriation of Funds: Establish a New CIP Project (GGV0238), Amend the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets and Appropriate Funds, and Amend the Measure P Expenditure Plan Report Number: 26-0168 Location: 1800 Maxwell Road Department: Public Works G.C. § 84308 Regulations Apply: Yes Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to the California Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities). Recommended Action Adopt a resolution, A) establishing a new Capital Improvement Project entitled “Public Works Roof” (GGV0238), B) amending the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets and appropriating funds, and C) amending the Measure P Infrastructure, Facilities, and Equipment Expenditure Plan (4/5 Vote Required). SUMMARY The Public Works Department is primarily housed at 1800 Maxwell Road – the Public Works Corporation Yard. This property includes the main administrative building for the department as well as its Fleet facilities and storage yard. The administrative building is over twenty years old and in need of substantial repairs. The roof has reached end-of-life and requires replacement. The Public Works Departments recommends the replacement of the roof of the administrative building at the Public Works Corporation Yard. Adoption of this resolution authorizes the City to proceed with the project, appropriates and reallocates funds from the Measure P Fund for fiscal year 2025-26 to fund the project, and amends the Measure P Infrastructure, Facilities, and Equipment Expenditure Plan to allocate funds accordingly. Page 38 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 ENVIRONMENTAL REVIEW The proposed project has been reviewed for compliance with the California Environmental Quality Act (CEQA), and it has been determined that the project qualifies for a Categorical Exemption pursuant to State CEQA Guidelines Section 15301 Class 1 (Existing Facilities), because the proposed project would not result in a significant effect on the environment, create a cumulative impact, damage a scenic highway, or cause a substantial adverse change in the significance of a historical resource. Thus, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION On May 14, 2026, the Measure P Citizens’ Oversight Committee (COC) affirmed that the proposed amendments to the fiscal year 2025-26 budget for the Measure P Sales Tax Fund are in compliance with the City’s approved Infrastructure, Facilities, and Equipment Expenditure Plan. DISCUSSION The Public Works Department is responsible for providing and managing the City's infrastructure and open space through high quality operations, maintenance and construction to optimize mobility, public and environmental health and safety. The Public Works Department is primarily housed at 1800 Maxwell Road – a property which includes the main administrative building for the department as well as its Fleet facilities and storage yard. This facility is over twenty years old and in need of substantial repairs. In particular, the roof of the administrative building has reached its end-of-life and requires replacement. There are significant leaks during rain events throughout the building that can no longer be repaired. The City Council previously approved a contract with Garland DBS for roof replacement and maintenance; that contract will be used for this project. The Public Works Department solicited a service proposal from Garland DBS and on January 23, 2026 received one for $1,861,126. This proposal’s Scope of Work includes removing and disposing of all existing (obsolete) solar paneling, tearing off the existing roof system to its structural deck, repairing that decking, installing new base sheeting, installing new curb and wall base flashings, installing new roof penetration coverings and installing new sheet metal roofing. The project’s proposed budget is $2,014,367, which encompasses all anticipated costs and contingencies. Adoption of the resolution would 1) establish a new CIP Project “Public Works Roof” (GGV0238), 2) amend the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets to appropriate and reallocate funds accordingly, and 3) amend the Measure P Infrastructure, Facilities, and Equipment Expenditure Plan to include the following updates:  Allot $1,714,367 in unallocated Measure P funds for the replacement of the Public Works Corporation Yard Roof (GGV0238) in the Other Public Facilities Spending Category  Reallocation $300,000 from Asset Management (GGV0222) to the Public Works Corporation Yard Roof (GGV0238) project in the Other Public Facilities Spending Plan Category. Page 39 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 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 the purposes of the Political Reform Act (Cal. Gov’t Code §87100, et seq.). Staff is not independently aware, and has not been informed by Council members, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT Approval of this resolution amends the Fiscal Year 2025-26 Operating and Capital Improvement Projects Program Budget by the following:  Appropriating $1,714,367 from the available fund balance in the Measure P Fund to Project GGV0238 (Public Works Roof)  Reallocating $300,000 from the previously appropriated Asset Management project (GGV0222) to Project GGV0238 (Public Works Roof) The total funding available for the Public Works Roof project will be $2,014,367. ONGOING FISCAL IMPACT Ongoing costs of the project will primarily consist of routine maintenance and periodic minor repairs necessary to preserve the roof’s condition and extend its useful life. These expenses will be incorporated into future budgets as part of the regular budget development process. ATTACHMENTS 1. Updated Measure P Expenditure Plan for Fiscal Year 2025-26 as approved by the COC on May 14, 2026 Staff Contact: Angelica Aguilar, Director of Public Works Page 40 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA 1) ESTABLISHING A NEW CAPITAL IMPROVEMENT PROJECT ENTITLED “PUBLIC WORKS ROOF (GGV0238)”; 2) AMENDING THE FISCAL YEAR 2025- 26 OPERATING AND CAPITAL IMPROVEMENT PROGRAM BUDGETS AND APPROPRIATING FUNDS THEREFOR; AND 3) AMENDING THE MEASURE P INFRASTRUCTURE, FACILITIES, AND EQUIPMENT EXPENDITURE PLAN WHEREAS, the City has need for replacement of the roof of the Administration building at the Public Works Corporation Yard, which has reached the end of its service-life; and WHEREAS, the City previously entered into a Cooperative Purchasing Agreement with Garland DBA, Inc., to provide Roofing Replacement, Repair, and Maintenance to City facilities; and WHEREAS, Garland DBS provided a quote for the replacement of the Public Works roof of $1,861,126, resulting in a total project budget including contingency of $2,014,367; and WHEREAS, sufficient funds have been identified within the Measure P Fund to be appropriated and reallocated to fund this project; and WHEREAS, staff recommends establishing a new Capital Improvement Project entitled “Public Works Roof (GGV0238)”; and WHEREAS, staff also recommends appropriating $1,714,367 from the available fund balance of the Measure P Fund for the replacement of the Public Works Corporation Yard Roof to GGV0238 and reallocating $300,000 in Measure P funds from the Asset Management project (GGV0222) to GGV0238; and WHEREAS, staff further recommends amendment of the Measure P Infrastructure, Facilities, and Equipment Expenditure Plan to reflect the proposed changes. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that it approves the following:  Establishing a new Capital Improvement Project (CIP) “Public Works Roof CIP (GGV0238)”; and  Amending the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets and appropriating $1,714,367 in available Measure P Funds to the newly established CIP GGV0238 and transferring $300,000 in Measure P funds from the existing Asset Management (GGV0222) project to the newly established GGV0238 project; and Page 41 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda  Amending the Measure P Infrastructure, Facilities, and Equipment Expenditure Plan to reflect the allocated funds. Presented by Approved as to form by Angelica Aguilar Marco Verdugo Director of Public Works City Attorney Page 42 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda May-26 Infrastructure, Facilities and Equipment Spending Plan ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL CARRYFORWARD ESTIMATED PROPOSED AMENDED ESTIMATED One-half cent Sales Tax Revenues over 10 year period FROM CHANGES Original April 2026 Revision Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Total 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2024-25 2025-26 2025-26 2025-26 2026-27 10 Year Term (1 Qtr Only)(3 Qtrs Only) Estimated Revenues: A Estimated 1/2 cent Sales Tax Revenues 3,906,919$ 18,161,109$ 20,016,492$ 20,037,276$ 23,629,265$ 27,402,122$ 28,286,339$ 29,183,788$ 29,405,839$ -$ 30,464,372$ -$ 30,464,372$ 23,176,548$ 253,670,070$ ESTIMATED TOTAL REVENUES 3,906,919$ 18,161,109$ 20,016,492$ 20,037,276$ 23,629,265$ 27,402,122$ 28,286,339$ 29,183,788$ 29,405,839$ -$ 30,464,372$ -$ 30,464,372$ 23,176,548$ 253,670,070$ Proposed Expenditures B Fire Vehicles 113,625 2,194,778 2,664,797 479,970 199,567 1,839,574 93,976 224,793 1,925,843 4,389,924 118,700 - 118,700 810,050 15,055,598 C Police Vehicles 168,703 1,820,542 712,253 708,702 1,610,594 432,693 842,282 1,580,229 1,620,724 244,290 2,794,317 - 2,794,317 633,733 13,169,062 Total Public Safety Vehicles 282,328 4,015,321 3,377,049 1,188,672 1,810,161 2,272,267 936,258 1,805,022 3,546,567 4,634,215 2,913,017 - 2,913,017 1,443,783 28,224,660 D Non-Safety City Vehicles (i.e. Public Works Crews) - 1,167,612 1,850,083 1,475,709 483,410 2,182,186 2,381,972 1,876,175 518,290 449,663 - - - - 12,385,100 E Fleet Infrastructure - 56,070 - - - 67,980 21,503 822,816 23,822 103,879 - - - - 1,096,070 Total Non-Safety City Vehicles - 1,223,682 1,850,083 1,475,709 483,410 2,250,166 2,403,475 2,698,991 542,112 553,541 - - - - 13,481,170 F Fire Equipment (i.e. breathing apparatus, Radios etc) 175,064 180,745 108,045 200,738 114,933 161,044 9,588 15,999 416,549 632,868 1,435,251 - 1,435,251 1,747,090 5,197,914 G Police Equipment (i.e. body worn cameras, video camera equip etc)- - 160,012 13,154 2,188 5,217 5,724 40,294 - 247,251 32,739 - 32,739 37,739 544,318 H Police Communications & Dispatch System 17,660 - - 192,298 205,459 214,299 194,862 204,466 418,996 719,372 570,338 - 570,338 581,385 3,319,135 Total Public Safety Equipment 192,724 180,745 268,057 406,190 322,580 380,560 210,174 260,759 835,545 1,599,491 2,038,328 - 2,038,328 2,366,214 9,061,367 I Fire Station Repair/Replacements 10,911 96,146 540,536 6,741,560 13,905,904 922,282 208,316 4,915,041 2,828,542 769,197 - - - - 30,938,436 J Police Facility Repairs 8,760 252,117 398,400 62,780 107,797 319,509 104,474 51,157 75,609 21,319,813 - - - - 22,700,416 Total Public Safety Buildings 19,671 348,263 938,936 6,804,339 14,013,701 1,241,792 312,790 4,966,198 2,904,151 22,089,010 - - - - 53,638,852 K Homeless Encampment Cleanup - - - - - - - - - 1,000,000 - - - - 1,000,000 Total Other Public Safety - - - - - - - - - 1,000,000 - - - - 1,000,000 L Recreation Centers and Senior Center - 86,046 505,371 2,172,625 1,688,383 8,026,991 13,516,500 134,631 1,860,126 1,161,240 - - - - 29,151,914 M Civic Center and South Chula Vista Libraries - 276,021 954,361 375,889 110,420 293,830 677,135 20,774 64,833 2,014,014 - - - - 4,787,277 N Other Public Facilities (i.e. Animal Care Facility & Living Coast DC) 4 - 121,025 947,312 1,001,856 1,421,030 616,523 410,814 446,260 2,276,800 5,187,452 133,333 1,714,367 1,847,700 133,334 14,410,106 Total Other Public Facilities - 483,092 2,407,045 3,550,369 3,219,832 8,937,345 14,604,450 601,665 4,201,760 8,362,705 133,333 1,714,367 1,847,700 133,334 48,349,297 O Sports Courts and Fields 73,718 285,032 392,251 12,357 70,875 - 572,748 - 539,291 1,419,101 - - - 3,365,373 P Park Infrastructure 111,901 397,665 844,649 745,476 2,015,565 1,467,307 996,945 1,269,842 2,122,741 5,865,297 1,000,000 - 1,000,000 500,000 17,337,389 Street Pavement (Arterials/Collectors/Residential)340,555 2,352,546 5,088,793 12,187,144 673,131 712 13,162 2,354 - 2,247,912 - - - - 22,906,309 R Traffic Signal System (Fiber Network)- 99,100 161,435 113,651 273,909 1,841,639 2,745,416 221,168 - 1,518,683 25,000 - 25,000 - 7,000,000 S Other Public Infrastructure (Storm Drains, Sidewalks, Trees etc)- 680,147 4,024,021 5,650,017 1,150,128 1,510,083 735,538 254,832 852,507 10,703,366 2,226,813 - 2,226,813 - 27,787,453 T Citywide Network Replacement - 1,693,275 314,997 74,062 - - - - 13,594 674,783 129,986 - 129,986 2,900,697 U Citywide Telecommunications - 1,498,400 299,683 79,283 26,895 1,634,978 - - - - - - - - 3,539,239 Total Infrastructure 526,174 7,006,165 11,125,830 18,861,989 4,210,504 6,454,719 5,063,809 1,748,196 3,528,132 22,429,142 3,381,799 - 3,381,799 500,000 84,836,460 Projects to be Financed through Annual Capital Lease Payments V Police Communications & Dispatch System - 256,616 - 170,238 170,238 170,238 170,238 170,238 (34,228) 1 170,238 - 170,238 - 1,243,819 W Regional Communications System (RCS) 1,383,113 507,115 345,261 345,261 345,261 345,261 345,261 345,261 345,261 (294,550) - - - - 4,012,503 X Fire Response Vehicles - 382,121 382,121 382,121 382,122 759,824 759,824 759,824 759,824 40,353 780,000 - 780,000 137,950 5,526,083 Total Public Safety Capital Lease Pmts 1,383,113 1,145,851 727,382 897,620 897,621 1,275,323 1,275,323 1,275,323 1,070,857 (254,196) 950,238 - 950,238 137,950 10,782,406 TOTAL EXPENDITURES 2,404,011 14,403,119 20,694,382 33,184,889 24,957,809 22,812,172 24,806,279 13,356,154 16,629,124 60,413,909 9,416,715 1,714,367 11,131,082 4,581,281 249,374,212 Bond Proceeds: Y Bond Proceeds - 71,363,509 - - - - - - - - - - - - 71,363,509 Z Cost of Issuance (46,843) (554,723) (2,000) (2,000) (6,000) (4,000) (4,000) (4,200) (4,266) - - - - (628,032) TOTAL BOND PROCEEDS (46,843) 70,808,786 (2,000) (2,000) (6,000) (4,000) (4,000) (4,200) (4,266) - - - - - 70,735,477 Investment Earnings: A Investment Earnings - 936,155 1,711,589 1,648,047 (86,862) 496,830 531,941 799,940 1,184,961 - - - - 7,222,600 TOTAL INVESTMENT EARNINGS 2, 3 - 936,155 1,711,589 1,648,047 (86,862) 496,830 531,941 799,940 1,184,961 - - - - - 7,222,600 Misc. Revenues: AB Miscellaneous Revenues - 58 152,440 80,150 3,038 3,153 468 108,745 156,067 - - - - 504,118 TOTAL MISCELLANEOUS REVENUES - 58 152,440 80,150 3,038 3,153 468 108,745 156,067 - - - - - 504,118 Bond Debt Service: A Debt Service Principal - 5,550,000 5,330,000 5,605,000 5,885,000 7,159,621 6,999,403 6,837,433 6,994,686 - 6,810,000 6,810,000 7,150,000 64,321,143 A Debt Service Interest - 2,324,334 2,790,250 2,523,750 2,243,500 974,625 805,900 665,168 506,220 - 698,000 698,000 357,500 13,889,248 TOTAL DEBT SERVICE - 7,874,334 8,120,250 8,128,750 8,128,500 8,134,246 7,805,303 7,502,601 7,500,906 - 7,508,000 - 7,508,000 7,507,500 78,210,390 Administrative Expenses: A Audit/Admin - 5,000 5,150 - 16,364 14,318 42,226 14,854 159,839 350,925 25,000 25,000 25,750 659,425 A Bond Administration - 4,666 5,093 6,852 5,752 6,037 2,815 9,844 17,127 - 7,696 7,696 7,850 73,732 TOTAL ADMINISTRATIVE EXPENSES - 9,666 10,243 6,852 22,116 20,354 45,041 24,698 176,965 350,925 32,696 - 32,696 33,600 733,157 Annual Surplus/Deficit 1,456,065$ 67,618,990$ (6,946,354)$ (19,557,018)$ (9,568,985)$ (3,068,668)$ (3,841,876)$ 9,204,819$ 6,435,606$ (60,764,833)$ 13,506,960$ (1,714,367)$ 11,792,593$ 11,054,167$ 3,814,506$ 1 Audited Total 2 Investment Returns are posted in arrears 3 Does not include audited total for 4404 - Change in Value 4 Includes $300K in Carryforward appropriation transfered from Asset Management project and additional $1,714,367 for PW Corp Yard Roof Page 43 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Contract Award and CIP Budget Transfer: Accept Bids and Award a Public Works Contract to Nu Line Technologies for “CMP Rehab Outside Right-Of-Way Phase III Measure P” (DRN0219); Amend the Fiscal Year 25-26 CIP Budget by Transferring Funds to DRN0219 Report Number: 26-0177 Location: No specific geographic location Department: Engineering and Capital Projects G.C. § 84308 Regulations Apply: No Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to State CEQA Guidelines Section 15301 (Existing Facilities) and 15302 (Replacement or Reconstruction). Recommended Action Adopt a resolution (1) accepting bids and awarding a public works contract to Nu Line Technologies, LLC for the "CMP Rehab Outside Right-Of-Way Phase III - Measure P” (DRN0219) project; and (2) amending the fiscal year 2025-26 capital improvement program (CIP) budget by transferring $600,000 in Measure P funds from the available balance of “Erosion Repair Outside ROW Fresno/Main” (DRN0220) project to CIP Project DRN0219, for completion of the project. SUMMARY On April 15, 2026, the Director of Engineering and Capital Projects received two (2) sealed bids for the "CMP Rehab Outside Right-Of-Way Phase III - Measure P” (DRN0219) project. After reviewing the bids, staff recommends awarding a public works contract to the lowest responsive and responsible bidder, Nu Line Technologies, LLC. Adoption of the resolution would: (1) accept bids and award the public works contract to Nu Line Technologies, LLC in the amount of $2,579,852; and (2) amend the fiscal year 2025-26 CIP budget by transferring $600,000 in Measure P funds from the available balance of the “Erosion Repair Outside ROW Fresno/Main” (DRN0220) project to CIP Project DRN0219. ENVIRONMENTAL REVIEW The proposed project has been reviewed for compliance with the California Environmental Quality Act (CEQA), and it has been determined that the project qualifies for a Categorical Exemption pursuant to State Page 44 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 CEQA Guidelines Section 15301 (Existing Facilities), which consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use; 15302 (Replacement or Reconstruction), which consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced; and where the exceptions listed in State CEQA Guidelines Section 15300.2 would not apply in that no cumulative impacts were identified, no significant effects on the environment were identified, the project is not adjacent to a scenic highway, no historical resources would be affected by the action, and the project was not identified on a list of hazardous waste sites pursuant to Section 65962.5 of the Government Code. Thus, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION This action does not alter the Measure P Expenditure Plan, both projects are within the Other Public Infrastructure spending plan category; therefore, no update or presentation to the Measure P Citizens Oversight Committee is required. DISCUSSION The "CMP Rehab Outside Right-Of-Way Phase III - Measure P” (DRN0219) project will primarily consist of corrugated metal pipe (CMP) rehabilitation at various locations throughout the City. Bidding Process On March 20, 2026, the Engineering and Capital Projects Department advertised the project. Two (2) bids were received on April 15, 2026. The submitted base bid totals from the prime contractors were as follows: Ranking Contractor Submitted Base Bid Amount The low bid of $2,579,852, by Nu Line Technologies, LLC, is approximately 21.8% higher than the Engineer's estimate of $2,118,389. Nu Line Technologies, LLC is currently an active licensed contractor (License No. 997520) with the following classifications: A- General Engineering. Staff recommends accepting bids and awarding the public works contract for the "CMP Rehab Outside Right- Of-Way Phase III - Measure P” (DRN0219) project to the lowest responsive and responsible bidder, Nu Line Technologies, LLC. Staff also recommends transferring $600,000 in Measure P funds from the available balance of the completed “Erosion Repair Outside ROW Fresno/Main” DRN0220 project to CIP Project DRN0219 to supplement the project budget, as described in the current-year fiscal impact section. Project DRN0220 was completed under budget, and the remaining funds are now available for reallocation. Disclosure Statement Attachment 1 is a copy of the Contractor's Disclosure Statement. Page 45 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 Wage Statement The Contractor that is awarded the contract and its subcontractors are required to pay prevailing wage to persons employed by them for work under this contract. The prevailing wage scales are those determined by the Director of Industrial Relations, State of California (“DIR”). This project is also subject to the City’s Project Labor Agreement (“PLA”). The Contractor and all subcontractors shall comply with all applicable terms and conditions of the PLA. DECISION-MAKER CONFLICT Staff have reviewed the property holdings of the City Council members and have 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 are 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 Adoption of the resolution amends the fiscal year 2025-26 CIP budget by transferring $600,000 in Measure P funds from the available balance of the completed “Erosion Repair Outside ROW Fresno/Main” DRN0220 project to CIP Project DRN0219. A summary of expected project costs and available funding for DRN0219 is as follows: A. Contract Amount $2,579,852 B. Contract Contingency (Approx 16%) $412,957 C. Construction Support (Approx 16%) $412,957 D. Design (Approx 5%) $128,993 E. Survey (Approx 1%) $20,638 A. Measure P Fund (Acct: DRN0219-220) $2,955,397 B. Transfer Measure P Funds from DRN0220 $600,000 ONGOING FISCAL IMPACT The proposed award and budget transfer will have no ongoing fiscal impact. All costs associated with the completion of CIP Project DRN0219 will be covered within the project budget, with no additional funding Page 46 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 required. Upon completion of the project, the improvements will require routine storm drain maintenance, which will be incorporated as part of the annual budget development process in future years. ATTACHMENTS 1. Disclosure Statement Staff Contact: Luis Schaar, PE, City Engineer/Director of Engineering & Capital Projects Nolan Huelsman, PE, Principal Engineer Valeria Ceron, EIT, Associate Engineer Page 47 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA (1) ACCEPTING BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE “CMP REHAB OUTSIDE RIGHT OF WAY PHASE III - MEASURE P (DRN0219)” PROJECT TO NU LINE TECHNOLOGIES, LLC., AND (2) AMENDING THE FY 2025-26 CIP PROGRAM BUDGET BY TRANSFERING FUNDS FROM THE “EROSION REPAIR OUTSIDE ROW FRESNO/MAIN” (DRN0220) PROJECT TO CIP PROJECT DRN0219 WHEREAS, on March 20, 2026, the Department of Engineering and Capital Projects solicited bids for the “CMP Rehab Outside Right-Of-Way Phase III - Measure P (DRN0219)” project (“Project”) in accordance with Chula Vista Municipal Code section 2.56.160(A); and WHEREAS, on April 15, 2026, the Director of Engineering and Capital Projects received two (2) sealed bids for the Project; and WHEREAS, the low bid for the Project was submitted by Nu Line Technologies, LLC in the amount of $2,579,852, which is higher than the Engineer’s estimate of $2,118,389 by $461,463 (or approximately 21.8%); and WHEREAS, staff have determined that the bid submitted by Nu Line Technologies, LLC is responsive in all material respects to the bid specifications and requirements, and that Nu Line Technologies, LLC is the lowest responsive and responsible bidder; and WHEREAS, staff recommends awarding the public works contract for the Project to Nu Line Technologies, LLC in the amount of $2,579,852; and WHEREAS, in order to proceed with the construction phase of the project, staff recommends transferring 600,000 from CIP DRN0220 to CIP DRN0219 to cover the anticipated costs of the construction phase of the project; and WHEREAS, this action does not alter the Measure P Expenditure plan; therefore, approval from the Measure P Citizens Oversight Committee is not required. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it: 1. Accepts bids and awards the public works contract for “CMP Rehab Outside Right-Of- Way Phase III- Measure P (DRN0219)” project to Nu Line Technologies, 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 City Manager to execute same in the amount of $2,579,852 Page 48 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 2. Amends the FY 2025-26 CIP Program budget by transferring $600,000 from the “Erosion Repair outside ROW Fresno/Main” (DRN0220) project to the “CMP Rehab Outside Right-Of-Way Phase III- Measure P (DRN0219)” project. Presented by Approved as to form by Luis Schaar Marco A. Verdugo Director of Engineering and City Attorney Capital Projects/City Engineer Page 49 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CITY OF CHULA VISTA DISCLOSURE STATEMENT Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and all other official bodies of the City of Chula Vista (the "City"), a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City election must be filed. The following information must be disclosed: 1. List the names of all persons having a financial interest in the property that is the subject of the application or the contract, e.g., owner, applicant, contractor, subcontractor, material supplier. Dominic Burtech Frank Durazo Julie Burtech Salvador Aquino 2. If any person* identified pursuant to item one (1) above is a corporation or partnership, list the names of all individuals with a two thousand dollars ($2,000) investment in the business corporation/partnership) entity. Dominic Burtech Frank Durazo Julie Burtech Salvador Aquino 3. If any person* identified pursuant to item one (1) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trust. N/A 4. Please identify every person, including any agents, employees, consultants, or independent contractors you have assigned to represent you before the City in this matter. N/A 5. Has any person* associated with this contract had any financial dealings with an official** of the City as it relates to this contract within the past twelve (12) months? Yes No X N/A If Yes, briefly describe the nature of the financial interest the official** may have in this contract. Rev.11/07/2025 Page 50 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A 6. Have you made a contribution of more than two hundred fifty dollars ($250) within the past twelve 12) months to a current member of the Chula Vista City Council? No X Yes _ If yes, which Council member? N/A Have you provided more than three hundred forty dollars ($340), or an item of equivalent value, to an official** of the City in the past twelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes _ No X If Yes, which official** and what was the nature of item provided? N/A Date: 91612,(o Nu Line Technologies, LLC Name of Company, Firm or Entity Signature Dominic 6rtech Print or pe name of Contractor/Applicant Partner Title Person is defined as: any individual, firm, co -partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, or any other group or combination acting as a unit. Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of a board, commission, or committee of the City, employee, or staff members. Rev.11/07/2025 Page 51 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE City Boards and Commissions: Designation of Financial Oversight Training Requirements as Required by Senate Bill 827 (2025) Report Number: 26-0149 Location: No specific geographical location Department: City Clerk G.C. § 84308 Regulations Apply: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. Recommended Action Approve a resolution designating members of the following Boards and Commissions, which are not otherwise designated as filing officials under the City’s Conflict of Interest Code, as subject to the financial oversight training requirements established under Senate Bill 827 (2025), and requiring completion of such training in accordance with applicable law:  Board of Library Trustees  Cultural Arts Commission  Health, Wellness, & Aging Commission  Measure A Citizens’ Oversight Committee  Measure P Citizens’ Oversight Committee  Parks and Recreation Commission SUMMARY Senate Bill 827 (SB 827, 2025) requires certain local officials and members of boards and commissions with responsibilities related to the oversight or recommendation of public funds to complete financial oversight training. Members designated to file a Form 700 under the City’s Conflict of Interest Code are already subject to this requirement. Adoption of the proposed resolution will designate additional Boards and Commissions Page 52 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 that are not Form 700 filers, but provide financial advisory input, recommendations, or review related to fiscal matters, as subject to the SB 827 training requirement. ENVIRONMENTAL REVIEW The Development Services Director has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable DISCUSSION Senate Bill 827 (SB 827, 2025) requires members of local agency legislative bodies, including designated members of certain appointed Boards and Commissions, to complete mandated financial oversight training when those bodies have responsibilities related to the review, recommendation, or oversight of public funds. The legislation applies to bodies that, while not necessarily exercising direct fiscal authority, provide advisory input or policy recommendations that influence the allocation, management, or use of public resources. On April 14, 2026, the City Council approved updates to the City’s Conflict of Interest Code that expanded the list of designated positions required to file the Form 700 and also made those designated filers subject to the fiscal and financial oversight training requirements established under SB 827. Staff has reviewed the City’s existing Boards and Commissions and identi fied additional commissions that are required to file the Form 700, but that meet the criteria outlined in SB 827 based on their authority, responsibilities, and involvement in financial matters. Specifically, these bodies provide financial advisory input, recommendations, or review related to fiscal matters, which triggers the applicability of SB 827 training obligations notwithstanding their non-designated filer status. The proposed designations ensure compliance with State law and promote transparency and accountability in the City’s financial decision- making processes. Pursuant to Government Code Section 53238, the required financial oversight training must be at least two hours in duration for each completion. Members who assume office on or after January 1, 2026, are required to complete the training within six months of assuming their position. Members serving in a designated position prior to January 1, 2026, must complete the training by January 1, 2028. Thereafter, all covered members, including designated Form 700 filers and the boards and commissions identified in Attachment 1, are required to complete training again at least once every two years to remain in compliance. The City will use one of its existing training platforms, NetFile, to provide training and track completion. NetFile will be used to generate and send notifications to applicable members regarding training requirements, completion status, and upcoming renewal deadlines. Page 53 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 Additionally, an annual report will be provided to the City Council summarizing board and commission member compliance with SB 827 training requirements, including completion status and any outstanding deficiencies. 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 Council members 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 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 The increase of $800 for training materials and course access will be funded within current year budget appropriations. ONGOING FISCAL IMPACT The ongoing cost to implement and maintain compliance with SB 827 training requirements is estimated at approximately $3,500 annually. This includes expenses related to training materials, course access, and administrative coordination to track and report compliance. These costs will be considered as part of the City’s annual operating budget. This amount reflects not only the Boards and Commissions addressed in this report, but also additional individuals serving in designated filing positions identified in the City’s Conflict of Interest Code , who are subject to applicable state-mandated training requirements. ATTACHMENTS 1. Exhibit 1 to Resolution - List of Designated Boards and Commissions Subject to SB 827 Training Requirements Staff Contact: Audrey Malone, Deputy Director, City Clerk Services Kerry K. Bigelow, City Clerk Page 54 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 4/7/2026 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DESIGNATING CERTAIN BOARDS AND COMMISSIONS NOT IDENTIFIED IN THE CITY’S CONFLICT OF INTEREST CODE AS SUBJECT TO FINANCIAL OVERSIGHT TRAINING REQUIREMENTS PURSUANT TO SENATE BILL 827 (GOVERNMENT CODE SECTION 53238 ET SEQ.) WHEREAS, Senate Bill 827 (SB 827, 2025), codified in California Government Code Section 53238 et seq., requires members of local agency legislative bodies to complete financial oversight training when such bodies have authority over, or provide recommendations regarding, public funds; and WHEREAS, Government Code Section 54952 defines “legislative body” to include certain appointed boards, commissions, and committees of a local agency; and WHEREAS, the purpose of SB 827 is to promote transparency, accountability, and informed decision-making by ensuring that members of legislative bodies involved in financial oversight have a foundational understanding of public finance, budgeting, and fiscal responsibilities; and WHEREAS, the City Clerk and City Attorney have reviewed the roles and responsibilities of the City’s boards and commissions and have identified certain bodies that meet the criteria outlined in SB 827 based on their involvement in reviewing, advising on, or making recommendations related to public financial matters; and WHEREAS, on April 14, 2026, the City Council designated positions required to file Statements of Economic Interests (Form 700) under the City’s Conflict of Interest Code as subject to the financial oversight training requirements established by SB 827 with the adoption of Resolution No. 2026-[TBD]; and WHEREAS, additional City boards and commissions provide advisory input or recommendations related to the oversight or use of public funds and therefore meet the criteria for financial oversight training under SB 827, even though members of those bodies are not designated to file Form 700 under the City’s Conflict of Interest Code; and WHEREAS, the City Council wishes to designate the boards and commissions identified in Exhibit 1 to this resolution, which are not designated as filing officials under the City’s Conflict of Interest Code, as subject to the financial oversight training requirements of SB 827; and WHEREAS, Government Code Section 53238 requires that members of designated legislative bodies complete financial oversight training of at least two hours in duration within the applicable timeframe and complete refresher training at least once every two years thereafter; and Page 55 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 WHEREAS, the City will utilize its existing compliance tracking system, NetFile, to monitor training completion and provide notifications to applicable members regarding training requirements, deadlines, and compliance status. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that the boards and commissions identified in Exhibit 1 to this resolution, incorporated herein by reference, a copy of which shall be kept on file in the Office of the City Clerk , which are not designated filing officials under the City’s Conflict of Interest Code, are hereby designated as subject to the financial oversight training requirements set forth in Senate Bill 827 (Government Code Section 53238 et seq.), and that members of such boards and commissions shall complete the mandated training in accordance with the timelines and requirements established by State law. Presented by Approved as to form by Kerry K. Bigelow, MMC Marco A. Verdugo City Clerk City Attorney Page 56 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Exhibit 1 SB 827 Training Designated Boards and Commissions List Adopted by City Council on [DATE], Resolution No. 2026-XXX BOARDS AND COMMISSIONS DESIGNATED AS SUBJECT TO SENATE BILL 827 FINANCIAL OVERSIGHT TRAINING REQUIREMENTS Pursuant to Senate Bill 827 (2025) (Government Code Section 53238 et seq.), the following boards and commissions are subject to the financial oversight training requirements applicable to local agency officials whose duties include oversight of public financial matters. 1. Boards and Commissions Designated as Filers in the City’s Conflict of Interest Code All boards and commissions identified as designated filers in the City’s Conflict of Interest Code. 2. Additional Boards and Commissions Designated by the City Council The following boards and commissions are designated by the City Council as subject to the financial oversight training requirements due to their advisory role in reviewing, overseeing, or making recommendations related to public financial matters: • Board of Library Trustees • Cultural Arts Commission • Health, Wellness & Aging Commission • Measure A Citizens’ Oversight Committee • Measure P Citizens’ Oversight Committee • Parks and Recreation Commission Page 57 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Approve Agreement Amendments and Grant Funds: Approve Agreement Amendments and Authority to Apply for Grants for the Sustained Operations of the Chula Vista Community Shuttle Pilot Program Report Number: 26-0186 Location: No specific geographic location Department: Housing and Homeless Services G.C. § 84308 Regulations Apply: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (CEQA) Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. Notwithstanding the foregoing, the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. Recommended Action Adopt the following resolutions: (A) Approving a third amendment to the agreement with Community Congregational Development Corporation (“CCDC”) to accept an additional $1,000,000 in grant funds for up to three (3) additional years of Chula Vista Community Shuttle Pilot program (the “CV Community Shuttle”) operations and appropriating funds for that purpose (4/5 Vote Required); (B) Approving a fourth amendment to the agreement with Circuit Transit Inc. (“Circuit”) for the Chula Vista Community Shuttle Pilot program to update the service hours, service area, fleet configuration, and cost structure for operations up to June 2029, and amending the fiscal year 2025-26 budget by transferring $440,000 in available Chula Vista Housing Authority (“Housing Authority”) funds from the Bridge Shelter (Village at Otay) to CV Community Shuttle for year four (4) of operation (4/5 Vote Required); and (C) Authorizing staff to submit an application for San Diego Association of Government’s (“SANDAG”) Flexible Fleets Pilot Grant Program. SUMMARY Since June 13, 2022, CV Community Shuttle has provided valuable on-demand transportation services in western Chula Vista, completing over 108,062 completed shared rides, serving more than 124,317 passengers with an average occupancy of ~1.15 passengers per ride. This item would authorize the City Page 58 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 Manager to: (1) finalize negotiations and execute the amended agreement with CCDC to accept and appropriate an additional $1,000,000 in grant funding to support up to three (3) additional years of shuttle operations; (2) finalize negotiations and execute the amended agreement with Circuit for operations from June 13, 2026 to November 19, 2026, with options to extend through June 12, 2029; and (3) authorize staff to apply for the SANDAG Flexible Fleets Pilot Grant Program for the maximum amount of $500,000 to enhance the existing CV Community Shuttle. ENVIRONMENTAL REVIEW The proposed activity has been reviewed for compliance with CEQA, and it has been determined that the activity is not a “Project” as defined under Section 15378 of the 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. Notwithstanding the foregoing, it has also been determined that the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the CEQA Guidelines. Thus, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION Background Chula Vista Community Shuttle Pilot Program Funding To support City of Chula Vista’s efforts of reducing greenhouse gas emissions and meeting public transportation needs for all ages, the City of Chula Vista (the “City”) applied for the Clean Mobility Options (“CMO”) grant in October of 2020. In June 2021, the City was awarded $997,833 through the CMO program to launch CV Community Shuttle to provide clean transportation to seniors in northwest Chula Vista, within a targeted service area deemed eligible through CMO using four (4) sedans and one (1) Americans with Disabilities Act (ADA) accessible van. In addition, the City received a grant award of $1,000,000 as supplemental funding from CCDC to expand the original project service area to cover a larger area in western Chula Vista and add an additional sedan to the service. On October 12, 2021, the City Council accepted both grant awards, which fund the first three (3) years of operations. On June 11, 2024, the City accepted $502,167 in supplemental grant funding from the CMO program to enhance the program and add a new passenger van. On March 18, 2025, the City Council accepted additional supplemental grant funding from CMO of $300,000 and $100,000 from CCDC to fund Year 4 of operations and expand current services to the Southwest portion of Chula Vista extending services south along Third Avenue to Anita Street and west to the bayfront. The total funding required to support four (4) years of operations is $3.34 million, which includes $2.9 million in grant funding received to date and $440,000 in Housing Authority funds to be transferred from the Bridge Shelter (Village at Otay) to CV Community Shuttle through this item. The City has committed and/or anticipates adequate funding to cover the Village at Otay through other funding sources such as the Permanent Local Housing Allocation Program, Prohousing Incentive Program, and Housing Successor Funds Page 59 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 to ensure continued operations of the facility for the next four (4) years. The total funding by year and by funding source to support four (4) years of CV Community Shuttle operations is summarized in Table 1 below. Table 1: CV Community Shuttle Funding Years: Pre-Launch Year 0 and Operational Years 1-4 0 – Pre-Launch Year CMO $107,998 1 – June 12, 2022, through June 13, 2023 CMO CCDC $634,365 $155,232 2 - June 12, 2023, through June 13, 2024 CMO CCDC $755,470 $173,963 3 - June 12, 2024, through June 13, 2025 CCDC $670,805 4 - June 12, 2025, through June 13, 2026 CMO CCDC City $100,000 $300,000 $440,000 Non-Operational – Administrative Cost CMO $2,167 Operations Year 1 through Year 4 City first entered into its operating agreement with Circuit for CV Community Shuttle on October 12, 2021, pursuant to Resolution No. 2021-188. CV Community Shuttle officially launched in June 2022 and currently operates between the hours of 7 a.m. and 7 p.m. Monday through Friday as an on-demand service using a fleet of dedicated all-electric vehicles (EV). CV Community Shuttle is currently serviced by a total of five (5) sedans and two (2) passenger vans, one (1) of which is a Wheelchair Accessible Vehicle (“WAV”). Riders can request rides within a geo-fenced coverage zone through a mobile ride request app available on iOS and Android, by calling in, or by waving down a vehicle. The initial goal of CV Community Shuttle was to improve mobility options for the senior community, provide connections to public transit and key community services, improve social determinants of health related to transportation accessibility, reduce greenhouse gas emissions, improve air quality, and reduce congestion. Caregivers, senior living community staff, and others can also make requests on behalf of riders. The service includes one WAV van for riders requiring ADA assistance, which can be indicated in the ride request app or when requesting by phone. Upon initial application for funding, Circuit had identified a plan for offsetting operational costs and thereby reducing the long-term grant funds needed through a revenue-sharing model with the City for: 1) fare collection; and 2) advertising revenue. In Year 3 of operations (beginning August 2024), CV Community Shuttle expanded to include riders under the age of fifty-five (55) at a fare of $2.00 per ride. While the service remains free for riders ages fifty-five (55) and up, the revenue-sharing model remains in place with the current operator, whereby a portion of fare and advertising revenues are applied to Year 4 of the program costs. As of March 2026, fare collection has been limited, totaling approximately $10,590.27, and no advertising revenue has been generated. Page 60 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 In Year 4 of operations (beginning July 2025), CV Community Shuttle’s service area expanded to the southwest region of Chula Vista that connected all three (3) trolley stops, including the E Street Transit, H Street Transit, and Palomar Transit centers. This expansion provided additional connectivity to regional amenities, retail, and services along both Third Avenue and Broadway, including the South Branch Library and major shopping centers. Proposed Year Five Operations Current Challenges Several challenges have occurred over the years, with the largest being the ability to sustain operations without City funding and maintaining a high quality of service that has come to be expected by the community which CV Community Shuttle is serving, as detailed below.  Funding - Most grant programs will only fund enhanced or expanded transportation programs. As indicated above, Circuit presented a variety of ways that offsetting funds could be generated in order to assist in the operational expenses. However, this has not occurred and only $10,590.27 in fares has been collected to date, of which City under the current agreement with Circuit receives sixty percent (60%), or $6,354.16 in funds towards offsetting operations, while Circuit retains the other forty percent (40%) as profit. City was required to operate under the CMO Voucher Agreement for a minimum of four (4) years or was at risk of funding being recaptured. To support the fourth year, City used a combination of CMO, which required an expansion of the service area, and CCDC funds, which required the service remain free to seniors, and for the first time City had to dedicate $440,000 Housing Authority funds.  Quality of Service - The average passenger wait-time has increased over the course of CV Community Shuttle, with the July expansion of the service area being the clearest operational inflection point. Prior to the July 2025 expansion, the average wait-time had been increasing gradually due to steadily rising demand, moving from approximately eight (8) minutes at launch to a relatively stable ten (10) to eleven (11) minute range through mid-2025. Following the expansion, however, the existing fleet began serving a substantially larger geographic area, which accelerated wait-time growth and reduced overall service responsiveness from eleven (11) minutes to an average of sixteen (16) minutes. It should also be noted that administration of CV Community Shuttle is being provided by staff in the Housing and Homeless Services Department and reimbursed through the City’s General Fund as an in-kind match to the grant funds. Administration of the program includes grant management, client inquiries, and financial management. Since July 2025, the primary staffer has worked over 370 hours on the project, equating to approximately $46,000 or forty two percent (42%) of their time. CCDC Grant Funds (Year 5, Year 6, and Year 7) Since the inception of CV Community Shuttle, CCDC has been a key partner in supporting the program, consistent with its mission to serve older adults in Chula Vista. On April 23, 2026, the CCDC Board approved an additional $1,000,000 in grant funding to support Year 5, Year 6, and Year 7 of shuttle operations. This item appropriates the funds and authorizes the City Manager to finalize negotiations and execute a third amendment to the agreement with CCDC, as presented in Attachment 1, to accept the funding and incorporate minor administrative updates to the agreement. Page 61 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 5 Operational Updates To address service concerns and with reduced overall funding to continue operations, the proposed Year 5 (2026/2027) operational plan updates the service hours, service area, fleet configuration, and cost structure to support long-term sustainability of CV Community Shuttle. Under the proposed plan, CV Community Shuttle will operate between the hours of 8 a.m. and 5 p.m. on Monday through Friday as an on-demand service using a fleet of four (4) dedicated all-electric sedans and one (1) WAV van. The proposed service area modifications are based on cumulative ridership data, operational performance trends, including wait times and fleet utilization, service demand patterns, and strategic planning efforts to improve overall service reliability, operational efficiency, and long-term fiscal sustainability. The proposed adjustments to the current service area boundaries should improve operational efficiency and service reliability. The modifications include refining portions of the southwest service zone by redefining the southern boundary from Anita Street to Palomar Street and reducing western and eastern coverage areas that have experienced lower ridership demand and present operational inefficiencies. The proposal maintains connectivity to key transit corridors, community destinations, identified ridership hotspots, major commercial centers, and transit centers, as outlined in Figure 1. Figure 1 - Updated Service Area for Year Five Operations (beginning June 13, 2026) Page 62 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 6 In addition, in the first few months of the updated agreement, City and Circuit will explore the implementation of an up to $2.00 senior fare for riders ages fifty-five (55) and up and an increase for those under the age of fifty-five (55), as part of the broader strategy to support the long-term sustainability of the program while maintaining affordable and accessible transportation options for the older adults in Chula Vista. The proposed nominal fare is intended to support operational sustainability while also helping moderate marginal ridership demand. Operational experience with similar micro transit programs has shown that modest fares can reduce cancellations and no-shows by encouraging more intentional trip booking behavior, improve routing efficiency by decreasing unproductive vehicle time, and discourage discretionary or low-value trips that can disproportionately consume limited system capacity. The proposed senior fare is expected to preserve affordability and accessibility for older adults while improving operational sustainability and the overall rider experience. Should all parties agree to the fare implementation, the operator will lead community outreach and rider education prior to implementation to ensure the riders and stakeholders are informed of the program changes, with the support and coordination provided by staff. Attachment 2 provides the fourth amendment with Circuit. New Grant Opportunity While CV Community Shuttle was initially launched as a pilot program, the City recognizes the value it has provided and continues to pursue long-term funding strategies through grants and community partnerships to support program sustainability. This includes an anticipated June 2026 application to the Flexible Fleets Pilot Grant Program administered by SANDAG. If awarded, the grant would provide up to $500,000 in operating support to enhance CV Community Shuttle, with a performance period through December 2029. Staff anticipate a response in late 2026. In parallel, staff have expanded marketing efforts and strengthened partnerships over the past six (6) months to support ridership growth and long-term viability. Staff are seeking City Council approval to apply for the Flexible Fleets Pilot Grant Program in this item. Conclusion While CV Community Shuttle began as a pilot program, the City recognizes the valuable service it is providing to the senior community to fill a gap in transportation services and provide a reliable mobility option for western Chula Vista. While the proposed action would alter the operating times to Monday through Friday from 8 a.m. to 5 p.m. and adjust the service area as depicted in Figure 1, staff will continue to pursue opportunities to enhance CV Community Shuttle. DECISION-MAKER CONFLICT Staff have reviewed the decshision contemplated by this action and have determined that it is not site- specific and consequently, the real property holdings of the City Council members 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 are not independently aware and have 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 As discussed earlier in the staff report, the total funding required to support four (4) years of operations is $3.34 million, which includes $2.9 million in grant funding received to date and $440,000 in Housing Authority funds. Page 63 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 7 Staff recommend transferring $440,000 in available Housing Authority funds from the Bridge Shelter (Village at Otay) to CV Community Shuttle. The City has committed and/or anticipates adequate funding to cover the Village at Otay through other funding sources such as the Permanent Local Housing Allocation Program, Prohousing Incentive Program, and Housing Successor Funds to ensure continued operations of the facility for the next four (4) years. ONGOING FISCAL IMPACT The proposed third amendment with CCDC will accept an additional $1,000,000 for three (3) additional years of shuttle operations. The agreement with CCDC is contingent upon the City providing a local 1-for-1 match per fiscal year over the course of three (3) years, or $1,000,000 in total, in fiscal years 2026-27, 2027-28, and 2028-29. The City’s fiscal year 2026-27 local match in the amount of $350,000 was included in the budget that was adopted on May 19, 2026. Funds for future years have not yet been appropriated and would be subject to City Council approval and availability of funds as part of the annual budget development process. If the City does not contribute the required amount, the grant funds from CCDC will be cancelled. The proposed fourth amendment to the agreement with Circuit would commit the City to continue to use Circuit for Year 5 operations as the CV Community Shuttle operator through the end of the CMO Voucher period on November 19, 2026. For the remainder of Year 5 operations (November 20, 2026, through June 12, 2027), City will have the option to renew with Circuit to continue shuttle operations with a not-to-exceed amount of $680,000. Continued operations for Year 6 and Year 7 with Circuit beyond this date are subject to City Council appropriation of funds as part of the annual budget development process. Staff will continue to pursue other potential funding opportunities from the State and other agencies to help with future funding of CV Community Shuttle; however, should funding not be attained or other financial sustainability be determined, staff will determine the viability of continuing CV Community Shuttle. ATTACHMENTS 1. CCDC Third Amendment No. 2026-125 to Agreement No. 2021-1012 2. Circuit Fourth Amendment No. 2026-126 to Agreement No. 2021-96 Staff Contact: Stacey Kurz, Director of Housing & Homeless Services Chris Stanley, Senior Planner Emily Tran, Management Analyst II Page 64 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A THIRD AMENDMENT TO A GRANT AGREEMENT WITH COMMUNITY CONGREGATIONAL DEVELOPMENT CORPORATION, ACCEPT AND APPROPRIATE ADDITIONAL GRANT FUNDS FOR THE CHULA VISTA COMMUNITY SHUTTLE PILOT PROGRAM, AND AUTHORIZING THE CITY MANAGER TO FINALIZE THE NEGOTIATION AND EXECUTE THE AGREEMENT AND RELATE DOCUMENTS WHEREAS, the City of Chula Vista (“City”) funds the Chula Vista Community Shuttle Pilot program (“CV Community Shuttle”) provides valuable on-demand shuttle services for northwest Chula Vista; and WHEREAS, on November 11, 2021, City and Community Congregational Development Corp. (“CCDC”) entered into a Grant Agreement for Community Congregational Development Corp. Grant to the City of Chula Vista, No. 2021-101 in the amount not to exceed $1,000,000 (“Original Agreement”); and WHEREAS, on October 13, 2022, City and CCDC executed a First Amendment as Agreement No. 2022-165 to adjust the annual dollar amounts payable from CCDC to City; and WHEREAS, on September 30, 2024, CCDC Board of Director’s approved additional funding in an amount not to exceed $100,000 to the City to support City efforts to identify and pursue funding opportunities for future years of operation; and WHEREAS, on March 19, 2025, City and CCDC executed a Second Amendment as Agreement No. 2024-208 to adjust annual dollar amounts payable from CCDC to City, actual service period, and approve additional funding; and WHEREAS, on April 23, 2026, CCDC Board of Directors approved additional funding in an amount not to exceed $1,000,000 to the City for three (3) additional years of shuttle operations for Fiscal Years 2026/27, 2027/28, and 2028/29; and WHEREAS, City and CCDC desire to amend the Original Agreement to reflect the additional grant funding of $1,000,000 approved on April 23, 2026, to support the continued operation of CV Community Shuttle for Year 5 through Year 7. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Third Amendment with CCDC to accept an additional $1,000,000 in grant funds for CV Community Shuttle, 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 Page 65 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 the City Clerk, and authorizes and directs the City Manager to finalize the negotiation and execute same. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it hereby amends the fiscal year 2026-27 budget by appropriating $1,000,000 to the Supplies & Services category in the Grant Fund for three (3) additional years of shuttle operations. Presented by Approved as to form by Stacey Kurz Marco A. Verdugo Director of Housing and Homeless Services City Attorney Page 66 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 2/18/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A FOURTH AMENDMENT BETWEEN THE CITY AND CIRCUIT TRANSIT, INC. FOR THE CHULA VISTA COMMUNITY SHUTTLE PILOT PROGRAM AND AUTHORIZING THE CITY MANAGER TO FINALIZE THE NEGOTIATION AND EXECUTE THE AGREEMENT WHEREAS, the City of Chula Vista (“City”) funds the Chula Vista Community Shuttle program (“CV Community Shuttle”) to provide valuable on-demand shuttle services for Chula Vista residents in the western portion of Chula Vista; and WHEREAS, on October 12, 2021, under Resolution No. 2021-188, City accepted grant funds in the amount of $997,833 through the Clean Mobility Options (“CMO”) and $1,000,000 from Community Congregational Development Corp. (“CCDC”) to fund the CV Community Shuttle, and on June 11, 2024, under Resolution No. 2024-128, an additional $502,167 in CMO supplemental funds to total $2,500,000 toward the first three (3) years of operations in northwest Chula Vista; and WHEREAS, an additional $400,000 was approved by City Council on March 18, 2025, under Resolution No. 2025-038, including $300,000 in CMO and $100,000 in CCDC funds; and WHEREAS, an additional $440,000 in Chula Vista Housing Authority funds is required to support Year 4 of operations which also expanded services to the southwest portion of the City, for a total of $840,000 in Year 4 of operations; and WHEREAS, City desires to amend the fiscal year 2025-26 budget by transferring $440,000 in available Chula Vista Housing Authority funds from the Bridge Shelter (Village at Otay) to the CV Community Shuttle; and WHEREAS, City entered into a Contractor/Service Provider Services Agreement with Circuit Transit Inc. (“Circuit”) to Implement and Provide Services for the Community Shuttle Program (“Original Agreement”) on March 15, 2022, as Agreement No. 2021-96; and WHEREAS, City and Circuit executed a First Amendment to the Original Agreement on June 11, 2024, as Resolution No. 2024-128, a Second Amendment on June 12, 2025, as Agreement No. 2025-131, and a Third Amendment on July 15, 2025, as Agreement No. 2025-103; and WHEREAS, City and Circuit now desire to amend the Original Agreement to revise the service area, service hours, and other operational updates for Year 5 of operations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves a Fourth Amendment to the Original Agreement between City and Circuit in the Page 67 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 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 City Manager to finalize the negotiation and execute same. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it hereby amends the fiscal year 2025-26 budget by transferring $440,000 in available Chula Vista Housing Authority funds from the Bridge Shelter (Village at Otay) to CV Community Shuttle. Presented by Approved as to form by Stacey Kurz Marco A. Verdugo Director of Housing & Homeless Services City Attorney Page 68 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE FILING OF AN APPLICATION FOR GRANT FUNDS FROM THE SAN DIEGO ASSOCIATION OF GOVERNMENTS AND ACCEPTING THE TERMS OF THE GRANT AGREEMENT WHEREAS, the San Diego Association of Governments (“SANDAG”) has created a new Flexible Fleet Pilot Grant Program (“FFGP”); and WHEREAS, up to $4.5 million of Surface Transportation Block Grant (“STBG”) funding is available for FFGP projects; and WHEREAS, federal, state, local, and tribal governments, transit districts, and military institutions are eligible applicants; and WHEREAS, the City of Chula Vista (“City”) wishes to apply for FFGP grant funding from SANDAG by submitting a grant application to SANDAG for such grant funding. NOW, THEREFORE, BE IT RESOLVED by the City Council that the City is authorized to submit a grant application to SANDAG for FFGP funding; and BE IT FURTHER RESOLVED that, if a grant award is made by SANDAG to fund the application, City commits to providing the matching fund amounts listed in the grant application; and BE IT FURTHER RESOLVED that, if a grant award is made by SANDAG, City authorizes staff to accept the grant funds, execute the grant agreement with no exceptions in substantially the same form as provided with the FFGP Call for Projects, and complete the project as described in the application. Presented by Approved as to Form by Stacey Kurz Marco A. Verdugo Director of Housing and Homeless Services City Attorney Page 69 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 THIRD AMENDMENT to Grant Agreement between the City of Chula Vista and Community Congregational Development Corporation for Chula Vista Community Shuttle Program This THIRD AMENDMENT (“Amendment”) is entered into effective as of June 13, 2026 (“Effective Date”) by and between the City of Chula Vista (“City”) and Community Congregational Development Corporation (“CCDC”) (collectively, the “Parties” and each individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, on November 11, 2021, the Parties entered into a Grant Agreement for the Attachment 1 - CCDC Third Amendment No. 2026-125 to Agreement No. 2021-1012 .docx (“Original Agreement”) to provide funding for the Chula Vista Community Shuttle Program (“Program”); and WHEREAS, on October 13, 2022, the Parties executed a first amendment of the Original Agreement as Amendment to Agreement No. 2022-165 to adjust the annual dollar amounts payable from CCDC to City; and WHEREAS, on March 19, 2025, the Parties executed a second amendment of the Original Agreement as Amendment to Agreement No. 2024-208 to adjust annual dollar amounts payable from CCDC to City, actual service period, and approve additional funding; and WHEREAS, the CCDC Board of Directors has approved additional funding in an amount not to exceed $1,000,000 to the City for three (3) additional years of shuttle operations for the Program (“Additional Grant Funds”); and WHEREAS, services for the Program have been provided under an agreement between City and Circuit Transit Inc. (“Circuit”) and the scope of work for those services are to be modified in a new or amended agreement between City and Circuit or another City contractor (“Operator”); and WHEREAS, in consideration for CCDC providing the Additional Grant Funds, City will diligently pursue ways to facilitate the long-term sustainability and continued operation of the Program; and WHEREAS, the Parties desire to amend the Original Agreement to reflect the Additional Grant Funding of $1,000,000, to support the continued operation of the Chula Vista Community Shuttle Program (“Program”) for Years 5 through 7 and update the terms as more specifically set forth below. Page 70 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 NOW, THEREFORE, in consideration of the above recitals and the mutual obligations of the Parties set forth herein, City and CCDC agree as follows: 1. Article II, GENERAL TERMS, Section 1 is replaced in its entirety as follows: “The purpose of the Original Agreement and amendments thereto is to fund the Program. Exhibits A through D and amendments thereto are hereby incorporated into the Grant Agreement.” 2. Article II, GENERAL TERMS, Section 2 is deleted in its entirety and replaced with the following: “The Grant Agreement became effective on November 10, 2021, when it was fully executed by the Parties (“Grant Start Date”) and the City shall not request Grant Funds for Program costs “incurred prior to the Grant Start Date.” The Third Amendment shall become effective when it is fully executed by the Parties (“Additional Grant Start Date”) and the City shall not request a payment of the Additional Grant Funds for the Program costs incurred prior to the Additional Grant Start Date. The term of the Grant Agreement is hereby extended to June 13, 2029 (“Completion Date”).” 3. Article III, PROJECT EXECUTION AND SCOPE, Section 1 is deleted in its entirety and replaced with the following: “CCDC hereby grants to City a sum of money (“Grant Funds”) in an amount not-to- exceed $2,100,000.00, in consideration of and on condition that the sum be expended in carrying out the purposes as set forth in the description of Program in this Grant Agreement and its attachments and under the terms and conditions set forth in this Grant Agreement.” 4. Article III, PROJECT EXECUTION AND SCOPE is amended to add the following as Section 5: “5. The City shall provide a minimum of a 1-for-1 match in funds for the term of this Agreement (the “City Match”), subject to annual City Council appropriation and the availability of funds. The Parties acknowledge that the CCDC funding is contingent upon the City providing the City Match. In the event City successfully obtains grant funding from a public or private sector source for the Program after the Additional Grant Start Date, the City shall not supplant the City Match with those funds without consultation with CCDC. City shall make reasonable efforts to couple any such swap of funds with an enhancement and/or expansion of services, which shall be taken into consideration by CCDC as part of the consultation process.” 5. Article V, FINANCIAL RECORDS AND REPORTING, Section 3 is deleted in its entirety and replaced with the following: Page 71 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 “Every six (6) months beginning on or before December 1, 2026 until the Completion Date, and again within thirty (30) days of the Completion Date, the City will submit to CCDC an expenditure report evidencing the expenditure of Grant Funds and/or Additional Grant Funds, City Match funds, and any other Program funding used for the Program (“Expenditure Report”).” 6. Article V, FINANCIAL RECORDS AND REPORTING, is amended to add the following: “5. City shall provide a report to CCDC by March 31st of each year, beginning March 31, 2027, which identifies all funding used and sought for the Program by the City in the previous twelve (12) months, funding successfully obtained and its planned use for the Program, including fares or sponsorships, and the City’s plans for seeking funding for the future (“Funding Report”). The Funding Report shall include documentation of efforts made by the Operator and the results of those efforts.” 7. Article VI, PAYMENT, is deleted in its entirety and replaced with the following: “VI. PAYMENT 1. At the completion of Year 1 and Year 2 of operations, CCDC paid City $312,912.00. 2. During Year 3 of operations, CCDC shall pay the City $687,088.00 upon receipt of a request for Grant Funds and supporting documents. CCDC will make payment to City for approved Grant Funds by no later than thirty (30) days after receipt of City’s request, unless supporting Grant documents indicate that the Program may not be in conformity with the purpose of the Grant. Funds should be requested as follows: a. On or around March 6, 2025, in the amount of $362,941.20; and b. On or around April 13, 2025, in the amount of $324,146.80. 3. During Year 4 of operations, CCDC shall pay City $100,000.00 at the Commencement of Quarter 1 (July 1, 2025 – September 30, 2025). 4. During Year 5, Year 6, and Year 7 of operations, CCDC shall pay the City upon receipt of a request for Grant Funds and supporting documents. CCDC will make payment to City for approved Additional Grant Funds by no later than thirty (30) days after receipt of City’s request, unless one or more reports have not been provided by the City, and/or evidence indicates that the City or its Operator are not meeting the conditions for release of Grant Agreement or amendments thereto. Funds should be requested on or around July 1 and January 1 of each year in the amount of $166,666.66 for a total not to exceed amount of $333,333.32 per fiscal year, with a final request on or around January 1, 2029 of $166,666.70. Page 72 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 5. Should the entire amount of CCDC funds paid by CCDC for the Program’s operational services not be fully expended by the City for the Operator’s services performed prior to the Completion Date, the remainder of the CCDC funds may be carried forward to Year 8 for the Program with CCDC approval or returned to CCDC at CCDC’s discretion. 6. CCDC shall not unreasonably withhold funds, however, should the City not provide the reporting required herein or not comply with the conditions in the exhibits thereto, CCDC may withhold all or a portion of the next payment requested by the City until such time as the City provides sufficient documentation of performance. Should funds be withheld pursuant to this Section, the Parties acknowledge that Program operations, service levels, and related performance outcomes will be impacted commensurate with the level of funding withheld.” 8. Exhibit B (entitled Additional Grant Requirements) to the Grant Agreement is hereby deleted in its entirety and replaced with a revised Exhibit B attached hereto and incorporated herein by this reference. 9. Exhibit D (entitled Geographic Service Area Map) to the Grant Agreement is hereby deleted in its entirety and replaced with a revised Exhibit D attached hereto and incorporated herein by this reference. 10. Except as expressly provided herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 11. Each party represents that it has full right, power and authority to execute this THIRD Amendment and to perform its obligations hereunder, without the need for any further action under its governing instruments, and the parties executing this Amendment on the behalf of such party are duly authorized agents with authority to do so. Page 73 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 SIGNATURE PAGE TO THIRD AMENDMENT TO ATTACHMENT 1 - CCDC THIRD AMENDMENT NO. 2026-125 TO AGREEMENT NO. 2021-1012 .DOCX TO THE CITY OF CHULA VISTA, NO. 2021-101 APPROVED AS TO FORM BY:_______________________________ MARCO A. VERDUGO CITY ATTORNEY Page 74 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 EXHIBIT B ADDITIONAL GRANT REQUIREMENTS The City shall comply with the following additional terms and conditions to maintain eligibility to request and receive Grant Funds or Additional Grant Funds payments from CCDC, unless otherwise agreed to by the Parties in writing: 1. At a minimum, the Program is expected to provide the shuttle services to seniors at a cost or at a fare not exceeding $2.00 per ride during the duration that CCDC is funding the Program. Seniors shall be defined as those who are fifty-five (55) years of age or older. 2. At a minimum, the Program is expected to prioritize door-to-door transportation services for seniors, except where operational adjustments, or alternative service models may be identified in Revised Exhibit D, or otherwise mutually agreed upon by the parties in writing. 3. At minimum, the Program services are anticipated to operate from Monday through Friday, 8 AM to 5 PM, within the geographic area reflected in the Revised Exhibit D, recognizing that future operational adjustments may be necessary to improve service performance, respond to funding availability, pursue grant opportunities or address community needs. Revisions to Exhibit D shall be considered a material change requiring a written amendment. 4. The City agrees to keep CCDC informed of operational changes related to the Program, including modifications to the name of the service, service areas, fare structures, service hours, or operating models that may affect the Program objectives supported by CCDC funding or CCDC’s objectives in providing that funding. 5. Unless a change is needed as a matter of unpredictable urgency, City will provide, CCDC reasonable advance notice and supporting documentation at least thirty (30) calendar days prior to any operational changes. a. Should CCDC express concerns regarding a proposed operational change, CCDC may provide the City with written notice outlining the concerns and reasons therefore within thirty (30) calendar days, after which the parties will meet in good faith to reach a resolution. 6. The City intends to continue supporting reasonable reporting and information-sharing efforts related to the Program, including the following: a. Submission of Expenditure Reports and Funding Reports consistent with the Original Agreement and this Third Amendment. b. Providing available ridership data, operational information, as appropriate to show compliance with the grant’s terms, and Program operation costs by July 30 of each year. Such reports shall include those that City requires of Operator and described Page 75 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 as Dashboard Access and Reporting Requirements in Amendment 4 to City's contract with Circuit. 7. The City shall use reasonable, good-faith efforts to supplement funding for the Program from federal, state, regional, and local sources, including both from the public and private sector opportunities. Such efforts may include, but are not limited to, regional funding programs, (e.g. San Diego Association of Government’s Flexible Fleets Pilot Grant Program) and potential partnerships with private or institutional entities. 8. The City may coordinate with the Operator to support the identification and pursue additional funding sources and partnerships to promote the continuity and sustainability of the Program. Where appropriate, the City may also assist the Operator with the relationships and position to facilitate introductions and collaboration opportunities. 9. In the event the City issues a solicitation to seek new proposals for an Operator to carry out services on the Program, the City shall provide notice to CCDC. If requested by CCDC, the City may, subject to reasonable availability and, in its reasonable discretion, allow a CCDC representative to participate in the proposal evaluation panel. 10. At a minimum, the City is expected to incorporate applicable Program requirements into its agreement with the Operator, as appropriate. If such requirements are not met, the City may take reasonable and appropriate action consistent with its agreement with the Operator, which may include adjusting or withholding payment. a. Marketing and Outreach: The Operator shall be responsible for leading the marketing and outreach efforts related to the Program, including the development and distribution of public-facing materials regarding the service and any significant service changes (such as routes or fares), as appropriate. The Operator is expected to lead outreach efforts to inform potential riders about how to access shuttle services, including how to contact the call center and request rides. Such outreach may be conducted in coordination with the City and may include materials in English and Spanish, as appropriate. Such materials may be provided in English and Spanish, as feasible. The City will coordinate with the Operator and CCDC on outreach opportunities and will support dissemination through City communication channels, including the City’s website and social media platforms. Outreach efforts may include providing information on how to access the service, including call center contact information. b. Average Wait Time: The Operator shall track the amount of time between the moment a rider submits a trip request and the moment the driver arrives at the designated pick-up location and marks the rider as picked up. Wait time shall not include travel time between pick-up and drop-off, delays attributable to rider readiness, rider-initiated schedule changes, or cancellations. The Operator shall use commercially reasonable efforts to maintain an average rider wait time of sixteen (16) minutes or less, measured on a monthly basis; provided, however, that delays resulting from factors beyond the reasonable control of the Operator, pursuant to Section 10g below, may be excluded where the Operator documents the cause of Page 76 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 such delay and the City reasonably agrees such circumstances were outside the Operator’s control. c. Trip Denial Rate: The Operator shall track the number of trips, denials, and cancellations including reasons for such denials and/or cancellations. The City and the Operator may monitor trip denials rates and evaluate trends over time to inform the service planning, service conditions, and service adjustments. For purposes of performance monitoring, the trip denial rate shall be calculated as the number of denied trips divided by the total number of requested trips. Combined rider cancellation rates and Operator trip denial and cancellation rates shall not exceed thirty percent (30%) on a monthly basis; provided, however, that denials or cancellations resulting from factors beyond the reasonable control of the Operator, pursuant to Section 10g below, may be excluded where the Operator documents the cause of such denial or cancellation and the City reasonably agrees such circumstances were outside the Operator’s control. d. Call Center Language Assistance: The Operator shall comply with applicable federal and state requirements, including Title VI of the Civil Rights Act and Government Code Section 11135, to provide language assistance to individuals with limited English proficiency, as required. e. Driver Rating and Survey Outreach: The Operator shall collect customer feedback related to driver service and rider experience to support continuous service improvement. Operator shall make driver rating satisfaction surveys available to all riders and shall use commercially reasonable efforts to encourage participation in such survey. Operator shall maintain an average score of at least three (3) (“satisfactory”) on a scale of one (1) to five (5). f. Call Center and Customer Service Survey: The Operator shall collect customer feedback related to call center service to support continuous service improvement. Operator shall make call center rating survey opportunities available to riders who utilize call center services, including through an optional post-call survey process, and shall use commercially reasonable efforts to encourage participation in such surveys. Operator shall maintain an average call center service rating of at least three (3) (“satisfactory”) on a scale of one (1) to five (5). g. Operational Performance Qualification: The Operator shall monitor operational performance and notify the City if factors within or outside of the Operator’s reasonable control materially impact the Operator’s ability to achieve the performance metrics set forth herein. Page 77 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-125 CCDC Name: Community Congregational Development Corporation Rev. 10/08/2025 EXHIBIT D GEOGRAPHIC SERVICE AREA MAP Page 78 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 FOURTH AMENDMENT to Agreement between the City of Chula Vista and CIRCUIT TRANSIT, INC. For CHULA VISTA COMMUNITY SHUTTLE PROGRAM This FOURTH AMENDMENT (“Amendment”) is entered into effective as of June 13, 2026 (“Effective Date”) by and between the City of Chula Vista (“City”) and CIRCUIT TRANSIT, INC. (“Consultant”) (collectively the “Parties” and individually a “Party”) with reference to the following facts: RECITALS WHEREAS, on March 15, 2022, the Parties entered into a City of Chula Vista Contractor/Service Provider Services Agreement with Circuit Transit Inc., No. 2021-96 (“Original Agreement”); and WHEREAS, on June 11, 2024, the Parties executed a first amendment of the Original Agreement to amend the scope of work and payment terms; and WHEREAS, on June 12, 2025, the Parties executed a second amendment of the Original Agreement to increase the not-to-exceed amount to reflect one month of additional services and/or costs for continued operations of the shuttle; and WHEREAS, on July 15, 2025, the Parties executed a third amendment of the Original Agreement to amend the required services, term, and compensation from June 13, 2025, through June 12, 2026; and WHEREAS, City and Consultant desire to amend the Agreement to update required services, term, and compensation for services running from June 13, 2026, through June 12, 2029, and in compliance with Clean Mobility Options Project Voucher grant obligations through November 19, 2026, as more specifically set forth below; and WHEREAS, the City desires to refine the scope of shuttle services, adjust service levels including service area and fleet size, contract terms, and compensation to support Years 5 through 7 of shuttle operations, with the option to renew, subject to City Council appropriation and the availability of funding. NOW, THEREFORE, in consideration of the above recitals and the mutual obligations of the parties set forth herein, City and Consultant agree as follows: 1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Revised Exhibit A, which is attached hereto and incorporated herein by this reference. Page 79 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 2. Except as expressly provided herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 3. Each party represents that it has full right, power and authority to execute this FOURTH Amendment and to perform its obligations hereunder, without the need for any further action under its governing instruments, and the parties executing this Amendment on behalf of such party are duly authorized agents with authority to do so. Page 80 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 SIGNATURE PAGE TO FOURTH AMENDMENT TO CITY OF CHULA VISTA CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT WITH CIRCUIT TRANSIT INC. TO IMPLEMENT AND PROVIDE SERVICES FOR THE COMMUNITY SHUTTLE PROGRAM CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ JAMES MIRRAS CO-FOUNDER/COO APPROVED AS TO FORM BY:____________________________ MARCO A. VERDUGO CITY ATTORNEY Page 81 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 REVISED EXHIBIT A AMENDED AND RESTATED SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Stacey Kurz 276 Fourth Avenue, Chula Vista, CA 91910 619-691-5047 skurz@chulavistaca.gov For Legal Notice Copy to: City of Chula Vista City Attorney 276 Fourth Avenue, Chula Vista, CA 91910 619-691-5037 CityAttorney@chulavistaca.gov B. Contractor/Service Provider Contract Administration: CIRCUIT TRANSIT INC. 743 Ninth Avenue, San Diego, CA 92101 562-252-6680 daniel@ridecircuit.com For Legal Notice Copy to: CIRCUIT TRANSIT INC. / James Mirras 501 East Las Olas Boulevard, Fort Lauderdale, FL 33301 james@ridecircuit.com legal@ridecircuit.com 2. Required Services A. General Description: Contractor/Service Provider will provide shuttle transportation services in the western part of the Chula Vista community in accordance with the terms and conditions of this Agreement and as further depicted in Revised Exhibit D. B. Detailed Description: Based on the findings of the 2020 SANDAG Mobility HUB needs assessment survey as referenced for the Chula Vista Community Shuttle (the “Shuttle Program”), City desires to provide electric on-demand shuttle services catered to the needs of the community with a focus on the local senior community in the Northwest and Southwest part of Chula Vista as shown on Exhibit D. The Shuttle Program has been and will be designed with the community’s input and participation to provide safe, convenient, affordable, Page 82 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 and accessible first/last mile connections. The goals of the Shuttle Program will be to improve mobility options with an emphasis on the senior communities, provide connections to public transit and key community services, improve social determinants of health related to transportation accessibility, reduce greenhouse gas emissions, improve air quality, and reduce congestion. Phasing and Deliverables. Contractor/Service Provider will operate and implement the Shuttle Program in accordance with all terms and conditions of this Agreement and provide the following deliverables within the timelines provided below: ● Fares. o Seniors. Contractor/Service Provider will operate the Shuttle Program as a fare-free transportation service for seniors fifty-five (55) years of age and older. Notwithstanding, the City reserves the discretion, in coordination with the Contractor, to implement a fare up to $2.00 for senior riders as part of program modifications to support long-term sustainability, affordability, and service quality. ▪ In the event the City elects to implement a fare, the Contractor/Service Provider shall be responsible for leading community outreach and rider education efforts prior to implementation. Such efforts shall ensure that riders and relevant stakeholders are informed of the fare structure and any related program changes. The City shall provide support and coordination for such outreach and education activities, as reasonably requested. o General Public. Contractor/Service Provider will maintain the Shuttle Program available to the general public. The Shuttle Program will charge general public users a fare of $2.00 per passenger per ride (each a “Fare”; collectively the “Fares”). Contractor/Service Provider will implement and maintain a contactless fare program, one that will accept payment via credit card, debit card, or prepaid card. Contractor/Service Provider will be responsible for collecting any and all Fares and to account for any and all Fares collected. Contractor/Service Provider will provide City with a monthly accounting of any and all Fares collected from the Shuttle Program within thirty (30) days of the end of the month in which the Fares were collected. The City may audit or require an independent audit of the accounting submitted to verify the accuracy of the accounting and the appropriateness of the submittals. The responsibility of payment of the independent audit will be negotiated in good faith by the Parties. Contractor/Service Provider will apply sixty percent (60%) of the total revenue generated from any and all Fares towards future Required Services in the form of a credit to the City. This credit shall be applied in to offset costs of the Shuttle Program and provide for continuing support for the Shuttle Program, as follows: Page 83 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 o Contractor/Service Provider will apply sixty percent (60%) of the total revenue generated from any and all Fares on a monthly basis: ▫ Sixty percent (60%) of all Fares collected shall be issued to the City in the form of a credit memo. Unless otherwise directed by the City, such credit memo shall be applied to the billing statement for the month immediately following the month in which the Fares are accrued. The City may, at its discretion, apply the credit memo to a different billing period. ● Fare Adjustments. Notwithstanding the foregoing, the City reserves the right, in coordination with and subject to agreement by the Contractor/Service Provider, to modify the Fare amount, structure, or applicability, including but not limited to the implementation of discounted fares, promotional fares, or fare increases. Any such changes shall be mutually agreed upon in writing by the Parties prior to implementation. Contractor/Service Provider shall implement any approved fare modifications and update its fare collection system accordingly. ● Advertising on Vehicles. Contractor/Service Provider may lease space not utilized by City collateral (e.g. City and funder logos, fare information, shuttle logo) or materials to generate advertising revenue. Revenue is intended to support shuttle operations during the Contract. Contractor/Service Provider agrees to prepare, sell, and execute advertising campaigns in conjunction with the Shuttle Program. Contractor/Service Provider acknowledges and agrees that City’s written approval will be required to enter into any advertising contracts or receipt of any Advertising Revenue (defined below). Contractor/Service Provider further acknowledges and agrees that any advertising all City policies for advertising, and all other applicable rules, regulations, and laws related to advertising. Contractor/Service Provider will be responsible to collect any and all revenues derived from any advertising campaigns (“Advertising Revenue”) and to account for any and all Advertising Revenue. Advertising Revenue shall be shared with the City by a fifty-fifty (50/50) split. The City’s share of net advertising revenue shall be applied as a credit memo to offset the City’s subsidy. Within thirty (30) days of Agreement expiration or termination, Contractor/Service Provider shall pay the City any and all remaining amounts of the City’s share of Advertising Revenue owed to the City. Advertising Revenue means the gross advertising revenue received less all other costs and expenses, including, but not limited to advertisement design, production costs, installation and removal costs and customary commissions paid to media sales representatives, incurred by the Contractor in connection with providing the advertisement sales. Page 84 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 ● Marketing and Outreach. Contractor/Service Provider shall be responsible for leading marketing and outreach efforts related to the Shuttle Program, including the development and distribution of public-facing materials regarding the service and any significant service changes, such as service area modifications or fare adjustments, as appropriate. All activities must align with the City’s approved branding guidelines and communications protocols. Responsibilities include the following: o Social Media Engagement. Contractor/Service Provider shall post and/or reshare content across its social media platforms to promote the Chula Vista Community Shuttle. Social media activity shall occur no less than once per month and no more than three (3) times per month, unless otherwise directed by the City. Content must reflect approved Chula Vista branding materials. In addition, the Contractor/Service Provider shall design and lead a social media campaign specific to the Chula Vista service, with defined deliverables. Campaign activities may include, but are not limited to, proactive posts, features about the program, and outreach to potential advertisers through email, regional advertising RFPs, and other digital marketing channels. o Customer Outreach. Contractor/Service Provider is expected to lead outreach efforts to inform potential riders about how to access shuttle services, including how to request rides via the mobile application or call center. Such outreach may be conducted in coordination with the City and may include materials in English and Spanish, as appropriate. o Advertising Outreach. The Contractor/Service Provider shall actively pursue both national and regional advertising partners. The Contractor/Service Provider will, on a quarterly basis, send marketing materials to advertising partners outlining the benefits of advertising in Chula Vista, and send communications to riders outlining advertising opportunities. By the end of each quarter, the Contractor/Service Provider will share a competitive market analysis of the advertising landscape. o Organic Content Creation. Contractor/Service Provider shall create organic social media content that highlights advertisers wrapping the vehicles, features rider photos and testimonials, and promotes community events in which the service is participating. These efforts are intended to humanize the service, build local relevance, and increase ridership and advertiser interest. o Coordination and Approvals. Contractor/Service Provider shall coordinate all outreach and marketing activities with designated City staff to ensure alignment with the City's communication strategy. The City reserves the right request edits or additional content as needed. Page 85 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 o Reporting Requirements. All marketing and outreach efforts shall be documented in Contractor/Service Provider’s quarterly report to the City. Reports must detail the type, frequency, and outcomes of marketing activities, including analytics or performance metrics where applicable. ● Dashboard Access and Reporting Requirements. Contractor/Service Provider shall provide the City with a data dashboard that allows the City to monitor service levels via interactive, daily extracts available on the following day, and provide anonymized trip information in a downloadable format. Contractor /Service Provider shall anonymize and aggregate data, where needed, to prohibit sharing of personally identifiable information. The dashboard will provide various Key Performance Indicators (“KPI”) and data points including: o Operating data by hour, day, week and month ▪ Requests ▪ Passengers ▪ Rides ▪ Cancellations ▪ Denials o Operating data by day, week and month ▪ WAV completed rides ▪ No Show % ▪ Avg Pax / Trip ▪ AVG Wait Time ▪ AVG Trip Time ▪ AVG Response Time ▪ Total Trip Miles ▪ AVG User Rating ▪ Gallons of Gas Saved ▪ Passenger Miles Traveled o Additional Operating Data, various formats and timeframes ▪ Unique users ▪ AVG User Age ▪ Heat Maps Page 86 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 ▪ Pickup and Drop Off addresses ▪ Connection Rate % ▪ Unique Rider IDs or Unique identifier (UID) (Defined as distinct alphanumeric codes or numbers assigned to each individual riders) o Export Dashboards o Interactive Tools o Self-Serve Chart Building Functionality o Top pick up and drop off locations / Addresses / Connection Rate o Driver Rating Survey Outreach o Call Center and Customer Service Survey Outreach ● Access to Service. Contractor/Service Provider will allow riders to request rides for the Shuttle Program within a geo-fenced coverage zone through a mobile ride request app available on iOS and Android, and by call in. Caregivers, senior living community staff, and others can also make requests on behalf of riders. o The Shuttle Program will include a wheelchair accessible vehicle (WAV) that is an American with Disabilities Act (ADA) accessible vehicle on standby for riders requiring ADA assistance, which can be indicated in the ride request app, or when requesting by phone. o Language Access. Contractor/Service Provider shall comply with applicable federal and state requirements, including Title VI of the Civil Rights Act and California Government Code Section 11135, to provide language assistance services to individuals with limited English proficiency (LEP), as required. Such services may include multilingual call center support or access to interpretation services, as appropriate. ● Funding. The Parties acknowledge and agree that compensation for the Required Services will be paid by City in accordance with Revised Exhibit A, Section 4, below. The Parties acknowledge and agree that the Required Services will be funded solely with the funding sources identified below, during the time periods identified below: Period Funding Source ● ● ● ● Page 87 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 ● CMO will provide funding for all other Shuttle Program costs, including but not limited to four (4) electric sedan vehicles and one (1) WAV van. Operational Year 3 ● CCDC will provide funding for all Shuttle Program costs, including but not limited to five (5) electric sedan vehicles, one (1) WAV van, and one (1) non- ADA van. Operational Year 4 ● The City will provide funds towards the operations and ensure compliance of the CCDC and CMO funds, as well as any other funding sources. Funding covered operations for five (5) electric sedan vehicles, one (1) WAV van, and one (1) non-ADA van. Operational Year 5 ● The City and CCDC will provide funds towards the operations to ensure compliance with the end of CMO Voucher November 19, 2026, with the option to renew and continue services through the end of the operational year. Funding shall cover operations for four (4) electric sedan vehicles, and one (1) WAV van. Operational Year 6 and 7 ● The City and CCDC intend to provide funding towards the shuttle operations for Year 6 (Fiscal Year 2027-28) and Year 7 (Fiscal Year 2027-29), subject to City Council appropriation and availability of funds. The City’s contribution shall not exceed the required one-to-one (1:1) local match relative to CCDC funds for that fiscal year. Funding is anticipated to support continued operations consistent with prior service levels, including fleet composition and service delivery, as may be refined based on program performance and available funding. ● Operating Planning and Time. Contractor/Service Provider will operate a shuttle service, based upon the Shuttle Program nine (9) hours per day, five (5) days per week Monday through Friday from 8 am to 5 pm. The Shuttle Program schedule will be aligned with the needs of the community and Contractor/Service Provider shall adjust the schedule at City’s request based on feedback from the community/City as the data from the service becomes available. Any modifications or expansions to the Required Services shall be subject to mutual agreement by the Parties, availability of funding, and may be incorporated through an amended Scope of Work. ● Performance Monitoring. The Contractor/Service Provider shall track and report KPIs to support ongoing service evaluation and improvement. Such metrics shall include, but are not limited to: o Wait Times. The time between when a ride is requested and when the ride is completed. The City seeks to achieve wait times of twenty (20) minutes or less for more than ninety percent (90%) of rides provided during any calendar month. Within thirty (30) days of execution of this amendment the City and Contractor/Service Provider will meet to review the current operating plan and discuss options available to optimize wait times. Wait Page 88 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 time data will be reviewed on a regular basis, and if wait times goals are not met because of events and circumstances within the control of Contractor/Service Provider, the Parties will agree on an appropriate service credit. ▪ Average Wait Time: Contractor/Service Provider shall track the amount of time between the moment a rider submits a trip request and the moment the driver arrives at the designated pick-up location and marks the rider as picked up. Wait time shall not include travel time between pick-up and drop-off, delays attributable to rider readiness, rider-initiated schedule changes, or cancellations. Contractor/Service Provider shall use commercially reasonable efforts to maintain an average rider wait time of sixteen (16) minutes or less, measured on a monthly basis; provided, however, that delays resulting from factors beyond the reasonable control of the Contractor/Service Provider, pursuant to Operational Performance Qualification section below, may be excluded where the Contractor/Service Provider, documents the cause of such delay and the City reasonably agrees such circumstances were outside the Contractor/Service Provider’s control. o Trip Denial Rate: Contractor/Service Provider, shall track the number of trips, denials, and cancellations including reasons for such denials and/or cancellations. The City and Contractor/Service Provider may monitor trip denials rates and evaluate trends over time to inform the service planning, service conditions, and service adjustments. For purposes of performance monitoring, the trip denial rate shall be calculated as the number of denied trips divided by the total number of requested trips. Combined rider cancellation rates and driver trip denial and cancellation rates shall not exceed thirty percent (30%) on a monthly basis; provided, however, that denials or cancellations resulting from factors beyond the reasonable control of the Contractor/Service Provider, pursuant to Operational Performance Qualification section below, may be excluded where the Contractor/Service Provider, documents the cause of such denial or cancellation and the City reasonably agrees such circumstances were outside the Contractor/Service Provider’s control. o Driver Rating and Survey Outreach: Contractor/Service Provider shall collect customer feedback related to driver service and rider experience to support continuous service improvement. Contractor/Service Provider shall make driver rating satisfaction surveys available to all riders and shall use commercially reasonable efforts to encourage participation in such survey. Contractor/Service Provider shall maintain an average score of at least three (3) (“satisfactory”) on a scale of one (1) to five (5). o Call Center and Customer Service Survey: Contractor/Service Provider shall collect customer feedback related to call center service to support continuous service improvement. Contractor/Service Provider shall make call center rating survey opportunities available to riders who utilize call Page 89 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 center services, including through an optional post-call survey process, and shall use commercially reasonable efforts to encourage participation in such surveys. Contractor/Service Providers shall maintain an average call center service rating of at least three (3) (“satisfactory”) on a scale of one (1) to five (5). o Operational Performance Qualification: Contractor/Service Provider shall monitor operational performance and notify the City if factors within or outside of the Contractor/Service Provider’s reasonable control materially impact the ability to achieve these metrics. o End of Voucher Year Reporting: On November 1, 2026, the Contractor/Service Provider shall meet with City to discuss KPIs measured from June 13, 2026 through October 31, 2026. ● Shared Ride Definition, Service Delivery and Rider Experience. Shared ride is defined as a ride in which two or more ride requests are fulfilled during the same trip with coordinated pick-ups and/or drop-offs. Shared rides shall be automatically enabled through the Contractor/Service Provider’s routing algorithm based on ride proximity, timing, and vehicle capacity. o Maximum Occupancy Limits shall apply as follows: ▪ GEM vehicles (EC Sedans): maximum four (4) passengers per vehicle. ▪ ADA-accessible van: maximum one (1) passenger in mobility devices plus 6 seated passengers. o All shared ride trips must adhere to the following conditions: ▪ Shared rides shall not cause a delay of more than ten (10) minutes beyond the initial projected arrival window. ▪ Riders must be notified of an updated ETA if a shared stop is added after booking. o Shared rides shall be reported as completed trips and included in monthly performance reports. Contractor/Service Provider shall clearly inform riders in the app and through customer service channels that shared rides are the default mode of service. Passenger feedback regarding shared ride experiences, including concerns about timeliness or ride length, shall be tracked and included in the Contractor/Service Provider’s monthly report. Contractor/Service Provider shall work with the City to implement service adjustments if repeated issues are identified. Destinations. The focus of the service territory will be on key destinations for the senior population, including healthcare, grocery, senior living facilities, and senior centers, and other destinations as determined through community feedback in western Chula Vista, as detailed in Exhibit D. Page 90 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 ● CMO Grant. Contractor/Service Provider acknowledges and agrees that City has obtained a grant from the California Air Resource Board, Clean Mobility Options Voucher Pilot Program (the “CMO Grant”) as a source of funding for the Required Services. The grant application, grant agreement, and terms and conditions for the CMO Grant are attached hereto and incorporated herein as Exhibit E collectively, the “CMO Grant Materials”). Contractor/Service Provider agrees that it has read and understands the requirements in the CMO Grant Materials. Contractor/Service Provider agrees to comply, and cause the City to comply, with all requirements, terms, and conditions of the CMO Grant and the CMO Grant Materials, and all related requirements, terms, and conditions of the CMO Grant. Contractor/Service Provider agrees that its failure to comply, or its failure to cause the City to comply, with all requirements, terms, and conditions of the CMO Grant or the CMO Grant Materials, or any related requirements, terms, and conditions of the CMO Grant constitutes a material breach of this Agreement. ● CCDC Grant. Contractor/Service Provider acknowledges and agrees that City has obtained a grant from the Community Congregational Development Corporation (“CCDC”) as a source of funding for the Required Services (the “CCDC Grant”). The grant application, grant agreement, and terms and conditions for the CCDC grant are attached hereto as Exhibit F (collectively, the “CCDC Grant Materials”). Contractor/Service Provider agrees that it has read and understands the CCDC Grant Materials. Contractor/Service Provider agrees to comply, and cause City to comply, with all requirements, terms, and conditions of the CCDC Grant and the CCDC Grant Materials, and all related requirements, terms, and conditions of the CCDC Grant. Contractor/Service Provider agrees that its failure to comply, or its failure to cause the City to comply, with all requirements, terms, and conditions of the CCDC Grant or CCDC Grant Materials, or any related requirements, terms, and conditions of the CCDC Grant constitutes a material breach of this Agreement. ● Improvements. Contractor/Service Provider shall be responsible for the construction, maintenance, operation, repair, and replacement of any improvements necessary to operate the Shuttle Program. The Parties acknowledge and agree that it is their intent that necessary construction, maintenance, operation, repair, and replacement of improvements will be subject to reimbursement pursuant to Exhibit A, Section 4 of this Agreement. 2. Responsibilities of the City ● For the Term of this Agreement, City will provide Contractor/Service Provider with six (6) parking spaces for electric vehicle storage and eight (8) additional parking spaces at no cost to Contractor/Service Provider. The Parties acknowledge and agree that terms for use, including but not limited to location, of the parking spaces have not yet been finalized. Upon finalization of such terms of use, Contractor/Service Provider acknowledges and agrees that City may require Page 91 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 Contractor/Service Provider to enter to additional agreements with the City (i.e. right-of-entry agreements, license agreements) or obtain permits (i.e. construction permits) to memorialize such terms of use. ● City agrees to reasonably assist Contractor/Service Provider with access to Level 2 charging for the electric vehicles as appropriate. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin March 15, 2022, and end on November 19, 2026 for completion of all Required Services. Upon mutual written agreement of the Parties executed no later than ninety (90) days prior to expiration, the Agreement may be extended for up to three additional one-year terms, or portion thereof, through June 12, 2029. 4. Compensation: A. Form of Compensation ☒ Invoiced or agreed-upon amounts as follows: The Parties acknowledge and agree that any and all payments for Shuttle Program costs will be solely funded by CMO and CCDC, not the City, through the CMO Grant and the CCDC Grant, respectively, for Year 1 through Year 3 of the Shuttle Program. Contractor/Service Provider acknowledges and agrees that City is only obligated to pay Contractor/Service Provider for the performance of Required Services to the extent that grant funds are approved by the Granting Agencies and actually reimbursed to the City. Contractor/Service Provider acknowledges and agrees that City shall have no obligation to pay for the Required Services from any other funding source. The maximum amount to be paid to the Contractor/Service Provider for services performed during Term of the Agreement for Year 1 through Year 3 shall not exceed $2,497,833.00. During Year 4 of operations, the Parties acknowledge and agree that any and all Fare and Advertising Revenue credits generated will be applied during Year 4 of the Shuttle Program, in a manner agreed to by the Parties in Task 1 and 3. The maximum amount to be paid to the Contractor/Service Provider for services performed during the Term of the Agreement in Year 4 shall not exceed $840,000.00 based on the rates and terms below. During Year 5 of operations, the Parties acknowledge and agree that any and all Fare and Advertising Revenue credits generated during the Term will be applied during Year 5 of the Shuttle Program, in a manner agreed to by the Parties in Task 1 and Task 3. The maximum amount to be paid to the Contractor/Service Provider for services performed during the Term of the Agreement in Year 5 shall not exceed $680,000.00 based on the rates and terms below. Page 92 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 During Year 6, and Year 7 of operations, the Parties acknowledge and agree that continued operations beyond Year 5, are subject to City Council appropriation and the availability of alternative funding sources, that is subject to approval and annual appropriation. The below are based on level of effort from these classifications and labor rates: Circuit Labor Classifications Role Labor Rate The Driver Ambassador hours are necessary for all service / vehicle revenue hours for each program, but the other titles are allocated out over numerous vehicles and/or locations and contracts, so the entire cost of each employee is not the responsibility of the City to pay for. SERVICE DELIVERY: The Contractor/Service Provider shall be reimbursed for service based on the pricing established below, per vehicle revenue hour (VRH) totals. On a monthly basis the number of VRH’s provided by vehicle type will be multiplied by the pricing per VRH rates presented below, to arrive at the monthly service fee. Pricing per VRH Sedan WAV Van $77.04 $95.70 The turn-key Cost/Vehicle Revenue Hour includes driver, maintenance, fuel, registration, vehicle leases, insurance, washing/cleaning, storage, software licensing, and mobile app fees. ● Vehicle Revenue Hours (VRH): The hours that vehicles are actively in operation and providing service for the transport of passengers. o VRH includes the time when the vehicle is in service and available to accept passenger requests, whether passengers are onboard or not. VRH also includes layover defined below. The contractor’s drivers are in “Available” status in the software application, or the vehicle is in “Unavailable” status due to finishing out any rides routed to their queue before moving their status. Page 93 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 ▪ Layover / Recovery Time: The hours scheduled at the end of the route before the departure time of the next trip. This time is scheduled for two reasons: ▫ To provide time for the vehicle operator to take a break (layover); and ▫ To provide time to get back on schedule before the next trip departs if the trip arrives late at the end of the route (recovery). o VRH excludes non-revenue activities such as deadheading (travel to or from the service area without passengers), charging, maintenance, driver breaks exceeding ten (10) minutes, or any time when the vehicle is out of service. The contractor’s drivers go into "Unavailable" status throughout the day due to the reasons mentioned above. ● Service Delivery Requirements. The contractor and project management team shall work together in developing the service operations plan, including fleet schedule. The agreed upon plan must be approved in writing by the project manager. The contractor is required to adhere to the schedule. B. Invoicing Contractor/Service Provider shall submit invoices to the City on a monthly basis. City will make payment, via ACH/wire transfer, within thirty (30) days following receipt and approval of invoices by City. Invoices shall contain supporting documentation for revenue collected including total passenger fare and advertising revenue. This includes but is not limited to, VHRs per day, week, and month; net fare revenue and net incurred credit card processing fees, etc. If any invoices, following receipt and approval by the City, are more than sixty (60) calendar days past due, the Contractor will have the right, in addition to all other rights and remedies available to it, to suspend services or offset any balance or amounts owed on any credits due to the City from net fare revenue, or net advertising revenue. Contractor/Service Provider will provide City with a detailed invoice and breakdown by Granting Agency for Required Services performed each month, within thirty (30) days of the end of the month in which the Required Services were performed. Upon receipt of the invoice, City will review the invoice and pay Contractor/Service Provider for approved amounts within thirty (30) days, in an amount not-to-exceed $75,000.00 in Years 1 through Page 94 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 Year 3, with the exception of the initial invoice provided at the Effective Date for Planning & Pre-launch Deliverables, $73,500.00 in Year 4, and $60,000.00 in Year 5. In no event shall Contractor/Service Provider invoice amounts in excess of the not-to- exceed amount of $340,000.00 through November 19, 2026. Any costs incurred beyond the monthly not-to-exceed shall be the sole responsibility of the Contractor and shall not be invoiced to the City or carried forward as a credit, offset, or adjustment to future invoices. AND Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through November 19, 2026, shall not exceed $340,000.00. The Parties acknowledge that this Amendment commits the City to continue services with Contractor for Year 5 operations of the Shuttle Program through November 19, 2026. Continued operations beyond Year 5 as subject to City Council approval, annual appropriation of funds, and the availability of matching funds, including but not limited to a minimum one-to-one (1:1) match of funds provided by CCDC. If the City exercises its option to extend the Agreement, the amount to be paid to the Consultant for services provided during the term of that extension, through June 12, 2029, shall not exceed $4,067,690.00. 5. Special Provisions: ☒ Other: Assignment Neither Party may assign, transfer, delegate, or subcontract this Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld. Notwithstanding the foregoing, City consents to Contractor/Service Provider’s assignment of its rights to receive payments or accounts receivable due under this Agreement to Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), in connection with a revolving line of credit or other financing facility. Any such assignment shall be strictly limited to Contractor/Service Provider’s rights to payment and shall not modify any other rights or obligations under this Agreement but shall be subject to assignee assuming all obligations of Contractor/Service Provider under this Agreement related to the rights assigned. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any other purported assignment or delegation in violation of this Section shall be null and void. Page 95 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 Program Compliance and Performance Expectations At a minimum, the City shall incorporate applicable program requirements from funding partners, including but not limited to the CCDC, into its agreement with the Contractor/Service Provider, as appropriate. If such applicable program requirements are not met, the City may take reasonable and appropriate action consistent with this Agreement, which may include adjusting, withholding, or offsetting payment, in accordance with the terms set forth herein. Page 96 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda City of Chula Vista Amendment to Agreement No.: 2026-126 Consultant Name: CIRCUIT TRANSIT, INC. Rev. 10/08/2025 EXHIBIT D CHULA VISTA COMMUNITY SHUTTLE YEAR 5 SERVICE AREA Description: Redefining the western border just west of the I-5 Corridor, the eastern border along Third Avenue, and the southern border to Palomar Street. Page 97 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Consultant Services Agreements: Approve a Consultant Services Agreement with Claims Management Associates, Inc. and Carl Warren & Company to Provide Claim Administrative Support Services Report Number: 26-0130 Location: No specific geographic location Department: City Attorney G.C. § 84308 Regulations Apply: Yes Environmental Notice: The proposed action is not a "Project" as defined under Section 15378 of the California Environmental Quality Act (”CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. Recommended Action Adopt the following resolutions: A) Awarding a consultant services agreement with Claims Management Associates, Inc. to provide claims administrative support services; and B) Awarding a consultant services agreement with Carl Warren & Company to provide claims administrative support services. SUMMARY The City Attorney’s Office contracts claim administrative support services as part of the management of the City’s Liability and First Party Claims programs. The City recently solicited bids for professional claims administrative support services. Based on the evaluation process, staff recommends entering into two agreements, one to Claims Management Associates, Inc. and one to Carl Warren & Company to meet the City’s needs. Page 98 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 ENVIRONMENTAL REVIEW The proposed action was reviewed for compliance with the California Environmental Quality Act (CEQA), and it was determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The City Attorney’s Office manages the City’s Liability and First Party claims programs through third party claims administrative support service providers who act as the representative of the City in the investigation, adjustment, and resolution of claims. SELECTION PROCESS On October 24, 2025, the City of Chula Vista issued a Request for Proposal (“RFP”) P18-2026 for Claim Administrative Support Services. The RFP was advertised in The Star News and published on PlanetBids. Through PlanetBids, 1,306 potential bidders were notified with 15 prospective bidders downloading the bid documentation. Of the 15 prospective bidders the City received four responsive proposals. A selection committee completed a comprehensive evaluation of the proposals based on criteria that included the consultants’ experience, past performance, personnel, approach to work and proposed costs. Following the evaluation, the selection committee conducted interviews with the top two (2) ranked firms and is recommending awards to both bidders to ensure the effective delivery of the required services. A Notice of Intent to Award was issued to all firms that submitted proposals on January 28, 2026. The following consultants were selected:  Carl Warren & Company  Claims Management Associates, Inc. Carl Warren & Company and Claims Management Associates, Inc. will provide core claims administrative support. Carl Warren & Company has a dedicated and robust First Party Loss Recovery and Subrogation program and Claims Management Associates, Inc. primarily focuses on California Government Tort Liability claims expertise. Thus, this dual award is determined to be in the City’s best interest as the City requires the full range of services offered by both consultants. SCOPE OF WORK Under the proposed contracts, the consultants will handle California Government Tort Liability, Property and Recovery Claims including onsite inspections and in-person contact with claimants and witnesses material to investigations. The consultants will act as the representative of the City in the investigation, adjustment, and resolution of claims. Page 99 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 CONSULTANT AGREEMENTS Staff recommend that the City enter into separate agreements with the two (2) selected Consultants. The number and scope of projects and assignments for which the consultant services are required will vary from year-to-year and will be ordered on an “as-needed” basis. Each agreement for Claims Administrative Services with the Consultants will commence on July 1, 2026, for an initial term of one (1) year, expiring June 30, 2027, and may be extended for up to four (4) one-year options to extend for a total of five (5) years expiring June 30, 2031. The consultants will be compensated on a time and materials basis in accordance with the rates and amounts established in the agreement, with a total combined not-to-exceed amount of $500,000 per consultant over the five (5) year term. The agreements with the two (2) consultants are attached as Attachments 1 and 2. DECISION-MAKER CONFLICT Staff have reviewed the decision contemplated by this action and have determined that it is not site-specific and consequently, the real property holdings of the City Council members 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 are not independently aware and have 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 There is no current year fiscal impact as these services will begin on July 1, 2026. ONGOING FISCAL IMPACT The costs associated with this agreement are included in the fiscal year 2026-27 budget of the Public Liability Trust Fund. The table below outlines the not-to-exceed amount for the five (5) year term per consultant. Claims Management Associates, Inc. Initial Term Jul 26-Jun 27 Extension 1 FY 2027-28 Extension 2 FY 2028-29 Extension 3 FY 2029-30 Extension 4 FY 2030-31 TOTAL $100,000 $100,000 $100,000 $100,000 $100,000 $500,000 Carl Warren & Company Initial Term Jul 26-Jun 27 Extension 1 FY 2027-28 Extension 2 FY 2028-29 Extension 3 FY 2029-30 Extension 4 FY 2030-31 TOTAL $100,000 $100,000 $100,000 $100,000 $100,000 $500,000 Costs relating to services provided by Claims Management Associates, Inc. and Carl Warren & Company in subsequent fiscal years will be considered as part of the annual budget development process. Page 100 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 ATTACHMENTS 1. Two-Party Agreement – Carl Warren & Company 2. Two-Party Agreement – Claims Management Associates, Inc. Staff Contact: RoseMarie Horvath, Deputy City Attorney David Steward, Senior Risk Management Specialist Page 101 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING BIDS AND AWARDING A CONTRACT BETWEEN THE CITY AND CLAIMS MANAGEMENT ASSOCIATES, INC. FOR CLAIMS ADMINISTRATIVE SUPPORT SERVICES WHEREAS, the City of Chula Vista (“City”) requires claims administrative support services for City’s handling of California Government Tort Liability, Property and Recovery claims, and the City desires to procure qualified consultants to perform a variety of claims adminstrative services; and WHEREAS, on October 24, 2025, the City issued a Request for Proposal (RFP) for Claims Administrative Support Services; the City received four (4) proposals from conultants interested in providing these services; and WHEREAS, the City consultant selection committee completed its review of the proposals and determined Claims Management Associates, Inc. (“Consultant”) is one (1) of two (2) most responsive and responsible firms to provide such services; and WHEREAS, City staff is recommending awarding to both selected bidders because it is in the City’s best interest to ensure effective delivery of the claims administrative services; and WHEREAS, the City may procure work on several projects of varying size and complexity throughout the duration of the consultant agreement; and WHEREAS, the consultant agreement has a one-year initial term with four (4) one-year options to extend and the combined total of all assigned projects per the consultant agreement will not exceed $500,000 in the aggregate; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of the Consultant Services Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Consultant Service Agreement for claims administrative support services, between the City and Claims Management Associates, Inc., 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 City Manager to execute same. Page 102 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 Presented by Approved as to Form by David Steward Marco A. Verdugo Senior Risk Management Specialist City Attorney Page 103 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING BIDS AND AWARDING A CONTRACT BETWEEN THE CITY AND CARL WARREN & COMPANY FOR CLAIMS ADMINISTRATIVE SUPPORT SERVICES WHEREAS, the City of Chula Vista (“City”) requires claims administrative support services for City’s handling of California Government Tort Liability, Property and Recovery claims and the City desires to procure qualified consultants to perform a variety of claims adminstrative services; and WHEREAS, on October 24, 2025, the City issued a Request for Proposal (RFP) for Claims Administrative Support Services; the City received four (4) proposals from conultants interested in providing these services; and WHEREAS, the City consultant selection committee completed its review of the proposals and determined Carl Warren and Company (“Consultant”) as one (1) of two (2) most responsive and responsible firms to provide such services; and WHEREAS, City staff is recommending awarding to both responsive bidders because it is in the City’s best interest to ensure effective delivery of the claims administrative services; and WHEREAS, the City may procure work on several projects of varying size and complexity throughout the duration of the consultant agreement; and WHEREAS, the consultant agreement has a one-year initial term with four (4) one-year options to extend and the combined total compensation of all assigned projects per the consultant agreement will not exceed $500,000 in the aggregate; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of the Consultant Services Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Consultant Service Agreement for claims administrative support services, between the City and Carl Warren & Company, 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 City Manager to execute same. Page 104 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 Presented by Approved as to Form by David Steward Marco A. Verdugo Senior Risk Management Specialist City Attorney Page 105 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH CARL WARREN & COMPANY TO PROVIDE CLAIMS ADMINISTRATIVE SUPPORT SERVICES This Agreement is entered into effective as of July 1, 2026 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and Carl Warren & Company, (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, City requires claims management services in order to investigate, process, supervise and resolve liability claims and other potential claims asserted by third parties against the City; and WHEREAS, in order to procure these services City solicited proposals in accordance with Chula Vista Municipal Code Section 2.56.110 for “professional services”, received four (4) proposals, and selected Consultant as the most qualified; and WHEREAS, Consultant will provide quality claims mangement services at competitive rates using their significant claims experience; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page 106 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additi onal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and Page 107 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and Consultant that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of Page 108 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words Page 109 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply: a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement. b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity Page 110 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8. 4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. CONFLICTS OF INTEREST 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability. 5.3 Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific Page 111 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 contract. In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit D, incorporated into the Agreement by this reference. 6. REMEDIES 6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California. Consultant hereby waives any right to remove any action from San Diego County as may otherwise be permitted by California Code of Civil Procedure section 394. Page 112 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion. 8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranti es and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants. Page 113 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 8.7 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 carr y out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) Page 114 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date. APPROVED AS TO FORM BY: _______________________________ Marco A. Verdugo City Attorney Page 115 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: David Steward 276 Fourth Avenue Building A Chula Vista, CA 91910 619-476-5372 dasteward@chulavistaca.gov For Legal Notice Copy to: City of Chula Vista City Attorney 276 Fourth Avenue Chula Vista, CA 91910 619-691-5037 CityAttorney@chulavistaca.gov B. Consultant Contract Administration: CARL WARREN & COMPANY PO Box 2411 Tustin, CA 92781 909-436-4375 eanselm@venbrook.com For Legal Notice Copy to: CARL WARREN & COMPANY. PO BOX 2411 Tustin, CA 92781 909-436-4375 eanselm@venbrook.com 2. Required Services A. General Description: Consultant will provide handling of California Government Tort Liability, Property and Recovery Claims including onsite inspections and in person contact with claimants and witnesses material to investigations. Consultant will act as the representative of the City in the investigation, adjustment, and resolution of claims and will be required to provide Program Administration by providing professional/clerical claims service and technically proficient staff. B. Detailed Description: Claim Adjustment and Investigation Services Page 116 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 1. Within 30 days of receipt of claim, or sooner, Consultant will: a. Complete initial investigation of liability, property, and recovery claims to include recorded or written statements from involved participants, verification of damage or loss, obtain relevant documents, including but not limited to, medical releases, police reports, internal departmental reports and other records and documentation necessary to complete a proper and thorough investigation of the claim and place initial loss reserves. List detailed services to be provided by consultant. Best practice is to list tasks and outline expectations and target completion dates. b. Provide City an electronic preliminary report of findings addressing facts, liability, damages, work remaining and recommendations. 2. Consultant will provide electronic status reports every 30 days thereafter as may be appropriate; sooner if case developments warrant until case resolves. Thirty Day Reports shall include copies of correspondence in lieu direct copies of routine daily email communications with claimants/others. Closing Reports shall include a final invoice. Interim monthly invoices are welcome. 3. Consultant will provide any and all documentation to support liability/damages. 4. Consultant shall have the discretion to retain City's vehicle damage appraiser, LADCO, and arrange for LADCO to invoice the City directly. 5. Consultant shall issue Claim Insufficiency letters, and a) notify City when claim denials will be issued; b) inform claimants in advance why claim(s) will be denied; and 3) Issue Claim Rejection Letters including a signed, dated Proof of Service document. PDF copies are to be transmitted to City. 6. Discretionary claim loss settlement authority of up to $10,000 is extended by City to a specific representative of the Consultant. City will provide an authorization document to memorialize this authority. File documentation must include a brief statement of settlement rationale. 7. Where settlement value is believed to be in excess of $10,000, Consultant is to notify City’s Claim contact, via email, of recommended settlement amount and/or range including documentation of settlement rationale. Email subject line to include "Settlement Authority Requested" statement. 8. Positions & Transactions. Consultant will be available during the course of the engagement to answer City’s questions, provide relevant information, and render advice. 9. Consultant shall prepare and email to City a “claim payment request form” when matters are settled and include a PDF version of the fully executed release document. Consultant shall deliver or mail the original release document to City. 10. Consultant shall attend Small Claims Hearings upon request by City. Page 117 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 11. Consultant shall place third parties on notice of City recovery/subrogation rights where appropriate. 12. Consultant shall handle to conclusion City’s Open Transfer files on a case-by-case basis subject to all terms of the agreement as may be needed and requested by City. 13. Consultant will be required to set up new files, including claims data entry for electronic files, for import of documents. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 1, 2026 and end on June 30,2027 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated below: Annual Admin Services (Accounting, Carrier, Client Corp Page 118 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 Compliance & Quality Assurance) Subrogation Services Percentage of Net Recovery 21% 21% 21% 21% 21% Custom Loss Runs or Dashboards Development Data conversion Fees (for any takeover claims, upon request) Data Transfer Exit Fees Additional RMIS Users (over the first 3 users) Trust Set Up Monthly account management Monthly reconciliations Check Issuance 1099 Reporting, Including IRS File (if requested) B. Reimbursement of Costs ☒ None, the compensation includes all costs Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed including all extensions shall not exceed $500,000 . 5. Special Provisions: ☐ Permitted Sub-Consultants: None Page 119 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for Four (4) additional one-year terms. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to $0.00 for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document.. Page 120 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 16 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 EXHIBIT B INSURANCE REQUIREMENTS Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x). Type of Insurance Minimum Amount Form ☒ General Liability: Including products and completed operations, personal and advertising injury $2,000,000 per occurrence for bodily injury, personal injury (including death), and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this Agreement or the general aggregate limit must be twice the required occurrence limit Additional Insured Endorsement or Blanket AI Endorsement for City* Waiver of Recovery Endorsement Insurance Services Office Form CG 00 01 *Must be primary and must not exclude Products/Completed Operations ☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and property damage Insurance Services Office Form CA 00 01 Code 1-Any Auto Code 8-Hired Code 9-Non Owned ☒ Workers’ Compensation Employer’s Liability $1,000,000 each accident $1,000,000 disease policy limit $1,000,000 disease each employee Waiver of Recovery Endorsement ☒ Professional Liability (Errors & Omissions) $2,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE Page 121 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 17 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 EXHIBIT C CONSULTANT CONFLICT OF INTEREST DESIGNATION The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant will not exert influence over the official or contracting decisions of City and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant WILL exert influence over the official or contracting decisions of City and their disclosure designation is as follows: APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.) Name Email Address Applicable Designation Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individual have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant shall file): ☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7. Justification: ☒ C. Excluded from Disclosure 1. Required Filers Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700. 2. Required Filing Deadlines Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement. 3. Filing Designation The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2. Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Janet Fernandez 1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. Chula Vista Municipal Code §§2.02.010-2.02.040. Cal. Gov. Code §§53234, et seq. 4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company). Page 122 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 18 City of Chula Vista Agreement No.: 2026-132 Consultant Name: Carl Warren & Company Rev. 10/8/2025 EXHIBIT D CONSULTANT LEVINE ACT DISCLOSURE California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer5 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract . The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. The Levine Act does not apply to competitively bid, labor, or personal employment contracts; contracts valued at under $50,000; contracts where no party receives financial compensation; or contracts between two or more agencies. ☐ A. The Levine Act (Govt. Code §84308) DOES NOT apply to this Agreement. ☒ B. The Levine Act (Govt. Code §84308) does apply to this Agreement and the required disclosure is as follows: Current Officers can be located on the City of Chula Vista’s websites below:  Mayor & Council - https://www.chulavistaca.gov/departments/mayor-council  City Attorney - https://www.chulavistaca.gov/departments/city-attorney/about-us  Planning Commissioners – www.chulavistaca.gov/pc  Candidate for Elected Office – www.chulavistaca.gov/elections 1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $500 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement? YES: ☐ If yes, which Officer(s): Click or tap here to enter text. NO: ☒ 2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $500 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement? YES: ☐ If yes, which Officer(s): Click or tap here to enter text. NO: ☒ Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement. However, it may preclude the identified Officer(s) from participating in any actions related to the Agreement. 5 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308 Page 123 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH CLAIMS MANAGEMENT ASSOCIATES, INC. TO PROVIDE CLAIMS ADMINISTRATIVE SUPPORT SERVICES This Agreement is entered into effective as of July 1, 2026 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and Claims Management Associates, Inc., (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, City requires claims management services in order to investigate, process, supervise and resolve liability claims and other potential claims asserted by third parties against the City; and WHEREAS, in order to procure these services City solicited proposals in accordance with Chula Vista Municipal Code Section 2.56.110 for “professional services”, received four (4) proposals, and selected Consultant as the most qualified; and WHEREAS, Consultant will provide quality claims mangement services at competitive rates using their significant claims experience; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page 124 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and Page 125 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibiliti es as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of Page 126 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words Page 127 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply: a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement. b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Intentionally Omitted. 4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by Page 128 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. CONFLICTS OF INTEREST 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability. 5.3 Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit D, incorporated into the Agreement by this reference. 6. REMEDIES Page 129 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California. Consultant hereby waives any right to remove any action from San Diego County as may otherwise be permitted by California Code of Civil Procedure section 394. 6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. Page 130 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 7. OWNERSHIP AND USE OF WORK PRODUCT All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion. 8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranti es and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants. 8.7 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 carr y out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the Page 131 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) Page 132 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to be bound by same, and that they are freely entering into this Agreement as of the Effective Date. APPROVED AS TO FORM BY: _______________________________ Marco A. Verdugo City Attorney Page 133 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: David Steward 276 Fourth Avenue Building A Chula Vista, CA 91910 619-476-5372 dasteward@chulavistaca.gov For Legal Notice Copy to: City of Chula Vista City Attorney 276 Fourth Avenue Chula Vista, CA 91910 619-691-5037 CityAttorney@chulavistaca.gov B. Consultant Contract Administration: CLAIMS MANAGEMENT ASSOCIATES, INC. 10755 Scripps Poway Parkway, Suite 501 San Diego, CA 92131 858-592-6742 egarbo@cmaadjuster.com For Legal Notice Copy to: Claims Management Associates, Inc. 10755 Scripps Poway Parkway, Suite 501 San Diego, CA 92131 858-592-6742 egarbo@cmaadjuster.com 2. Required Services A. General Description: Consultant will provide handling of California Government Tort Liability, Property and Recovery Claims including onsite inspections and in person contact with claimants and witnesses material to investigations. The Consultant will act as the representative of the City in the investigation, adjustment, and resolution of claims and will be required to provide Program Administration by providing professional/clerical claims service and technically proficient staff. Page 134 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 B. Detailed Description: Claim Adjustment and Investigation Services 1. Within 30 days of receipt of claim, or sooner, Consultant will: a. Complete initial investigation of liability, property, and recovery claims to include recorded or written statements from involved participants, verification of damage or loss, obtain relevant documents, including but not limited to, medical releases, police reports, internal departmental reports and other records and documentation necessary to complete a proper and thorough investigation of the claim and place initial loss reserves. List detailed services to be provided by consultant. Best practice is to list tasks and outline expectations and target completion dates. b. Provide City an electronic preliminary report of findings addressing facts, liability, damages, work remaining and recommendations. 2. Consultant will provide electronic status reports every 30 days thereafter as may be appropriate; sooner if case developments warrant until case resolves. Thirty Day Reports shall include copies of correspondence in lieu direct copies of routine daily email communications with claimants/others. Closing Reports shall include a final invoice. Interim monthly invoices are welcome. 3. Consultant will provide any and all documentation to support liability/damages. 4. Consultant shall have the discretion to retain City's vehicle damage appraiser, LADCO, and arrange for LADCO to invoice the City directly. 5. Consultant shall issue Claim Insufficiency letters, and a) notify City when claim denials will be issued; b) inform claimants in advance why claim(s) will be denied; and c) Issue Claim Rejection Letters including a signed, dated Proof of Service document. PDF copies are to be transmitted to City. 6. Discretionary claim loss settlement authority of up to $10,000 is extended by City to a specific representative of the Consultant. City will provide an authorization document to memorialize this authority. File documentation must include a brief statement of settlement rationale. 7. Where settlement value is believed to be in excess of $10,000, Consultant will notify City’s Claim contact, via email, of the recommended settlement amount and/or range including documentation of settlement rationale. Email subject line to include "Settlement Authority Requested" statement. 8. Positions & Transactions. Consultant will be available during the course of the engagement to answer City’s questions, provide relevant information, and render advice. 9. Consultant shall prepare and email to City a “claim payment request form” when matters are settled and include a PDF version of the fully executed release document. Consultant shall deliver or mail the original release document to City. 10. Consultant shall attend Small Claims Hearings upon request by City. Page 135 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 11. Consultant shall place third parties on notice of City recovery/subrogation rights where appropriate. 12. Consultant shall handle to conclusion City’s Open Transfer files on a case-by-case basis subject to all terms of the agreement as may be needed and requested by City. 13. Consultant will be required to set up new files, including claims data entry for electronic files, for import of documents. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 1, 2026 and end on June 30, 2027 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates indicated below: B. Reimbursement of Costs ☒ Invoiced or agreed-upon amounts as follows: Cost such as non-ordinary investigative services, independent medical examinations, professional engineering services, laboratory tests, professional photography, statement transcriptions and special delivery charge - Consultant to obtain City Approval prior to engaging services. Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 30, 2031 provided that all extensions are executed, shall not exceed $500,000 . 5. Special Provisions: ☐ Permitted Sub-Consultants: None ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for Four (4) additional one-year terms. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to $0.00 for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. Page 136 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 EXHIBIT B INSURANCE REQUIREMENTS Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x). Type of Insurance Minimum Amount Form ☒ General Liability: Including products and completed operations, personal and advertising injury $2,000,000 per occurrence for bodily injury, personal injury (including death), and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this Agreement or the general aggregate limit must be twice the required occurrence limit Additional Insured Endorsement or Blanket AI Endorsement for City* Waiver of Recovery Endorsement Insurance Services Office Form CG 00 01 *Must be primary and must not exclude Products/Completed Operations ☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and property damage Insurance Services Office Form CA 00 01 Code 1-Any Auto Code 8-Hired Code 9-Non Owned ☒ Workers’ Compensation Employer’s Liability $1,000,000 each accident $1,000,000 disease policy limit $1,000,000 disease each employee Waiver of Recovery Endorsement ☒ Professional Liability (Errors & Omissions) $2,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE Page 137 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 EXHIBIT C CONSULTANT CONFLICT OF INTEREST DESIGNATION The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant will not exert influence over the official or contracting decisions of City and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant WILL exert influence over the official or contracting decisions of City and their disclosure designation is as follows: APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.) Name Email Address Applicable Designation Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individual have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant shall file): ☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7. Justification: ☐ C. Excluded from Disclosure 1. Required Filers Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700. 2. Required Filing Deadlines Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement. 3. Filing Designation The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2. Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: David Steward 1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. Chula Vista Municipal Code §§2.02.010-2.02.040. Cal. Gov. Code §§53234, et seq. 4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company). Page 138 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 16 City of Chula Vista Agreement No.: 2026-131 Consultant Name: Claims Management Associates, Inc. Rev. 10/8/2025 EXHIBIT D CONSULTANT LEVINE ACT DISCLOSURE California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer5 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract . The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. The Levine Act does not apply to competitively bid, labor, or personal employment contracts; contracts valued at under $50,000; contracts where no party receives financial compensation; or contracts between two or more agencies. ☐ A. The Levine Act (Govt. Code §84308) DOES NOT apply to this Agreement. ☒ B. The Levine Act (Govt. Code §84308) does apply to this Agreement and the required disclosure is as follows: Current Officers can be located on the City of Chula Vista’s websites below:  Mayor & Council - https://www.chulavistaca.gov/departments/mayor-council  City Attorney - https://www.chulavistaca.gov/departments/city-attorney/about-us  Planning Commissioners – www.chulavistaca.gov/pc  Candidate for Elected Office – www.chulavistaca.gov/elections 1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $500 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement? YES: ☐ If yes, which Officer(s): Click or tap here to enter text. NO: ☒ 2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $500 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement? YES: ☐ If yes, which Officer(s): Click or tap here to enter text. NO: ☒ Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement. However, it may preclude the identified Officer(s) from participating in any actions related to the Agreement. 5 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308 Page 139 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Animal Care and Control Services: Approve an Agreement Between the City of Chula Vista and the City of Lemon Grove for Animal Care and Animal Control Services Report Number: 26-0181 Location: No specific geographic location Department: Animal Services G.C. § 84308 Regulations Apply: No Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt a resolution approving an agreement between the City of Chula Vista and the City of Lemon Grove to provide animal care and animal control services. SUMMARY The City of Chula Vista has provided animal control and sheltering services for the City of Lemon Grove since 1995. The City of Lemon Grove desires to continue contracting for animal care and animal control services through City of Chula Vista Animal Services Department. ENVIRONMENTAL REVIEW The proposed activity has been reviewed for compliance with the California Environmental Quality Act (CEQA), and it has been determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not Applicable Page 140 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 DISCUSSION The City owns and operates an animal care facility located at 130 Beyer Way in the City of Chula Vista that provides a range of animal care and animal control services to the Chula Vista community and jurisdictions with whom the City contracts. Since 1995, the City of Lemon Grove has contracted with the City of Chula Vista’s Animal Services Department to provide animal control and shelter services to its residents. The City of Lemon Grove desires to continue to contract for these services with the City of Chula Vista. Through this agreement, the City will continue to provide animal care and animal control services, including but not limited to impounding, adoption, redemption, the care and disposition of dogs, cats, and other small animals, and related administrative services. The agreement with will be for a one-year term, with four one-year options to extend, for a total term of up to five years, beginning July 1, 2026. For these services, the City of Lemon Grove will pay the City of Chula Vista $28,740 per month for fiscal year 2026-27, for total annual amount of $344,880. The monthly compensation amount includes costs associated with the City’s provision and operation of an animal control vehicle utilized in connection with services performed within Lemon Grove. The pricing for each one‑year extension may be adjusted by the City based on operational costs, animal intake volume, staffing costs, and other relevant factors; provided, however, that any increase in the annual payment amount for a one‑year extension does not exceed five percent (5%) over the annual payment amount in effect during the immediately preceding year. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and have determined that it is not site-specific and consequently, the real property holdings of the City Council members do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act. (Gov. 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 There is no current-year fiscal impact as the services for this agreement will begin on July 1, 2026. ONGOING FISCAL IMPACT There is no new net ongoing fiscal impact to the General Fund as a result of approving this resolution, as the appropriation is fully offset by the revenue generated through this agreement. Future allocations for these costs will be considered as part of the annual budget process. ATTACHMENTS 1. Lemon Grove Animal Care and Animal Control Services Agreement Staff Contact: Ashley Milo, Director of Animal Services Page 141 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT BY AND BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF LEMON GROVE FOR ANIMAL CARE AND ANIMAL CONTROL SERVICES WHEREAS, the City of Chula Vista (“City”) owns and operates an animal care facility located at 130 Beyer Way, Chula Vista, California, that provides a range of animal care and control services to the Chula Vista community and jurisdictions with whom the City contracts; and WHEREAS, the City of Lemon Grove (“Lemon Grove”) has contracted with City for animal care and animal control services since 1995; and WHEREAS, Lemon Grove desires to enter into an agreement with the City whereby the City will continue to provide animal care and animal control services, including, but not limited to impounding, adoption, redemption, the care and disposition of dogs, cats, and other small animals, and related administrative services (“Services”); and WHEREAS, Lemon Grove desires to continue contracting for such Services for a one-year term, with four options to extend, for a total term of up to five years, commencing July 1, 2026. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the agreement between the City of Chula Vista and City of Lemon Grove for animal care and animal control services, in the form presented, with such 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 City Manager to execute the same. Presented by Approved as to form by Ashley Milo Marco A. Verdugo Director of Animal Services City Attorney Page 142 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 | P a g e ANIMAL CARE AND ANIMAL CONTROL SERVICES AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND CITY OF LEMON GROVE This agreement (“Agreement”) between the City of Chula Vista (“City”), a California charter city and municipal corporation, and the City of Lemon Grove (“Lemon Grove”), a municipal corporation, is effective on July 1, 2026 (“Effective Date”). The City and Lemon Grove may be referred to herein individually as a “Party” or collectively as the “Parties.” RECITALS WHEREAS, the City owns and operates an animal care facility located at 130 Beyer Way in the City of Chula Vista (“Facility”) that provides comprehensive animal care and animal control services to City residents and jurisdictions with whom it contracts; and WHEREAS, Lemon Grove desires to enter into an agreement with the City, whereby the City will provide animal care and animal control services, including but not limited to impounding, adoption, redemption, the care and disposition of dogs, cats, and other small animals , and related administrative services (“Services”); and WHEREAS, the City is authorized to enter contracts with other agencies to provide Services. NOW, THEREFORE, in consideration of mutual promises and other good and valuable consideration, the Parties agree as follows: AGREEMENT 1. TERM. This Agreement will commence on the Effective Date and will remain in effect for a period of one (1) year (“Initial Term”), unless sooner terminated pursuant to this Agreement. 1.1. Options to Extend. Following the Initial Term, the Parties may extend this Agreement up to four (4) additional one (1) year terms (each, an “Extension Term”) by mutual written agreement. The Initial Term and any Extension Term will collectively be referred to herein as the “Term.” 1.2. Extension Request. To extend the Agreement Term, Lemon Grove must submit a written request to the City at least sixty (60) calendar days prior to the expiration of the current Term. 1.2.1. City Discretion. The City will have sole discretion to approve or deny any request to extend the Agreement Term. 2. SCOPE OF SERVICES. The City will provide Services to the residents of Lemon Grove as described herein. 2.1. Field Services. The City will provide the following field services. Page 143 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 | P a g e 2.1.1. Officer. The City will provide animal control services to Lemon Grove through a uniformed Animal Control Officer (“Officer”). The City retains full authority over the direction, supervision, and delivery of such services, and the Officer will act at all times under the City’s control. Lemon Grove may request priority responses, and the City will make reasonable efforts to accommodate such requests. 2.1.1.1. Hours. The City schedules patrol services in Lemon Grove four (4) days per week, Monday through Thursday, from 9:00 a.m. to 5:30 p.m., for up to 32 hours per week. The City may modify this schedule at any time, in its discretion, based on staffing, operational needs, emergencies, or other priorities. This schedule does not establish a guaranteed level of service or minimum number of hours. 2.1.1.2. Extra Hours. If mutually agreed upon, Lemon Grove may extend the City’s patrol days to five (5) days per week, Monday through Friday, or Tuesday through Saturday, between the hours of 9:00 a.m. and 5:30 p.m., for no more than 40 hours per week. Lemon Grove will request extra hours by notifying the City in writing at least thirty (30) calendar days before the extended patrol schedule would take effect. The Parties will memorialize the extra hours in writing and Lemon Grove will reimburse the City for associated staffing costs. 2.1.1.3. Overtime Hours. The City will endeavor to respond to reported emergencies occurring before or after the patrol hours identified in Section 2.1.1.1 above. Lemon Grove will reimburse the City for all costs associated with emergency responses as set forth in Section 4. 2.1.2. Type of Services. Except as provided in Section 3, field services will include emergency transportation of injured or sick animals, issuing citations for violations of state and local laws and ordinances, impounding stray animals, investigating biting incidents, investigating complaints regarding vicious or dangerous animals, trapping animals, investigating abuse and animal noise complaints, removing dead animals, and educating the public regarding responsible pet ownership. 2.1.3. Responses to Requests for Service. The City will respond to requests for Services in accordance with the Priority Response Chart and Priority Response Guidelines below. 2.1.3.1. Priority Response Chart. Page 144 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 | P a g e 2.1.3.2. Priority Level and Response Guidelines. Level 1 Level 2 Level 3 Level 4 2.1.4. Additional Field Services. The City will provide the following additional field services as requested. 2.1.4.1. Special Enforcement. The City will conduct special enforcement animal control patrols as requested by Lemon Grove if there are no conflicts with the City's needs. This will include special animal control patrol hours, sweeps, and enforcement. Lemon Grove will pay all overtime costs for special enforcement patrols as set forth by Section 4.1.3 below. 2.1.4.2. Special Events. The City will provide Officers for scheduled special events as requested by Lemon Grove if there are no conflicts with the City's needs. Lemon Grove will reimburse the City as set forth by Section 4.1.3. 2.1.5. Livestock. The City will use a contractor of its choice to remove livestock and bill Lemon Grove for costs associated with the removal, including trailering, board, and other related fees. 2.2. Shelter Services. The City will provide shelter services to the residents of Lemon Grove as described below: 2.2.1. Shelter Location. Shelter services will be provided at the Facility. Page 145 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 | P a g e 2.2.2. Hours of Operation. 2.2.2.1. The Facility is open to the public between 10:00 a.m. and 5:00 p.m. Tuesday through Friday and 10:00 a.m. to 4:00 p.m. on Saturday. 2.2.2.2. The Facility is closed daily for lunch between 12:00 p.m. and 1:00 p.m. and on Sunday, Monday, and all major holidays. 2.2.2.3. Changes in Hours of Operation. The City will notify Lemon Grove of changes to Facility hours of operation in advance of such changes. 2.2.3. Types of Services. 2.2.3.1. Stray Animals. For purposes of this Agreement, “Stray Animal” means an animal that is “at large” as defined in Chula Vista Municipal Code section 6.01.010, as may be amended from time to time. The City will accept Stray Animals at no charge to Lemon Grove residents. (CVMC § 6.01.010.) 2.2.3.2. Relinquishing Animals. Lemon Grove residents may relinquish owned animals to the Facility for euthanasia if medically or behaviorally appropriate, or adoption, subject to available capacity and City policies. The City will charge a fee for these Services. 2.2.3.3. Redeeming Animals. Lemon Grove residents may redeem animals from the Facility. The City will charge a fee for these services. 2.2.3.4. Holding. 2.2.3.4.1. The City agrees to hold all dogs and cats for the minimum holding period required by the California Food and Agricultural Code and other applicable laws. Animals with communicable diseases or severe injury or illness may be euthanized prior to expiration of the holding period. 2.2.3.4.2. The City will provide veterinary care as needed during the holding period and will make reasonable efforts to notify owners of identified animals and advise them of the applicable holding period. 2.2.3.4.3. Any animal that is not redeemed or otherwise reclaimed during the holding period will be deemed relinquished to the City for disposition in accordance with applicable laws, policies, and procedures, as determined by the City. 2.2.3.4.4. Upon payment of all applicable fees, the City will release an impounded animal to its legal owner. The City may waive fees under special circumstances. Page 146 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 | P a g e 2.2.3.5. No Medical Research. The City will not sell or give any live animal to a medical research facility. 2.2.3.6. Spaying and Neutering. The City will ensure that all dogs, cats, and rabbits adopted from the Facility are spayed or neutered at the time of adoption. Additionally, the Facility will provide the public with low-cost spay/neuter information and assistance when grants and donations are available. 2.2.3.7. Administrative Hearings. The City will conduct all impound and administrative hearings as required by law, including Lemon Grove’s Municipal Code. Lemon Grove will provide a hearing officer if the City is unable to do so. The per-hearing fee is listed in Section 4.1.9. 2.2.3.8. Maintenance of Facility. The City will maintain a safe and sanitary Facility. The City will use humane methods in the care, euthanasia, and disposition of animals coming under its jurisdiction. 2.3. Administrative Services. The City will provide the following administrative services: 2.3.1. Meetings. The City will provide a representative to attend any Lemon Grove meetings that involve animal control issues upon request and with reasonable notice. 2.3.2. Meet and Confer. A City representative will meet and confer in good faith with Lemon Grove staff over operational issues associated with the administration of this Agreement. 2.3.3. Reports. The City will provide monthly reports to Lemon Grove describing the number of impounds, redemptions, euthanizations, service responses, and adoptions. 2.3.4. Notification. The City will work with Lemon Grove to establish an Officer notification policy that addresses the nature, circumstances, and status of the incident. The City will also provide, if requested, copies of all supporting documents and information involving the incident. Lemon Grove will designate staff for notification purposes. 2.3.5. Testimony. When requested by Lemon Grove, the City will make its employees and/or other percipient witnesses under its control, available to testify in a court of law, administrative hearing, or other proceeding, at no additional cost for any legal or administrative proceeding arising out of the Services. This duty will survive the termination of this Agreement. 3. EXCLUDED SERVICES. The following services are not considered Field Services and are not covered under this Agreement. 3.1. Indigenous Animals. The City will not trap skunks, opossums, or other indigenous small animals for the purpose of nuisance control. The City will only handle wildlife for purposes of public safety or for humane reasons. The City will provide and monitor cat traps. Page 147 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 | P a g e 3.2. Snakes. Only dangerous snakes will be removed from private property. 3.3. Dead Animals. Property owners are responsible for dead animals on private property. 3.4. Sick or Injured Animals. Sick or injured animals are the responsibility of the animal owner. 3.5. Licensing. 3.5.1. Lemon Grove acknowledges and agrees that the City may administer animal licensing services and related animal records through DocuPet, or any successor third-party licensing vendor designated by the City, in connection with the Services provided under this Agreement. 3.5.2. Lemon Grove shall cooperate with the City’s licensing program requirements and use of DocuPet in connection with the Services provided under this Agreement. The manner and method of providing field services shall remain within the City’s operational discretion. Lemon Grove shall provide information requested by the City, to the extent legally permissible, to support licensing activities related to animals originating within Lemon Grove. 3.5.3. The City shall retain responsibility for administration and oversight of its DocuPet licensing platform and vendor relationship, including management of vendor-related matters and or licensing services associated with the Services provided under this Agreement. 3.5.4. License fee revenue attributable to animals licensed within Lemon Grove shall be retained by Lemon Grove. Any license fee revenue actually received or collected by the City in connection with Services under this Agreement shall be remitted or credited to Lemon Grove in the manner established by the Parties. 4. LEMON GROVE OBLIGATIONS. 4.1. Payment. Lemon Grove will pay the City the following in the amount and manner set forth herein. 4.1.1. Monthly Payments. Commencing on the Effective Date, Lemon Grove will pay the City $28,740 per month for Fiscal Year 2026-27 (July 1, 2026 through June 30, 2027). 4.1.1.1. This amount includes an animal control truck rental charge of $20,455 annually, payable as part of the monthly payment in the amount of $1,704.58 per month. This truck rental charge was calculated to include estimated vehicle-related costs, including maintenance and fuel, and an estimated 4.9 percent inflation adjustment. 4.1.1.2. The City will retain ownership, possession, operation, control, maintenance responsibility, and scheduling authority over the truck, and the truck will be used by City personnel or authorized City contractors in connection with the Page 148 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 | P a g e Services. Nothing in this Agreement shall be construed to create a separate vehicle lease granting Lemon Grove any possessory or operational rights with respect to the truck. 4.1.1.3. Unless otherwise agreed in writing, Lemon Grove will not be separately invoiced for the truck rental charge during Fiscal Year 2026-27 because that charge is included in the monthly payment described in this Section. 4.1.1.4. This Agreement supersedes any prior letter agreement, lease, amendment, extension, or other arrangement between the Parties regarding Lemon Grove’s rental of a vehicle from the City for animal care or animal control services, including the Letter of Agreement - Lease entered into on or about May 13, 2022, except for any payment obligations that accrued before the Effective Date. 4.1.2. Invoices and Payment Date. The City will submit quarterly invoices to Lemon Grove on or before the 15th day of the month following the billing period. Payment is due within thirty (30) calendar days of the invoice date. 4.1.3. Overtime for Officers. The City will bill Lemon Grove for overtime costs incurred in responding to emergencies outside of regular patrol hours or for additional services described in Section 2.1.4. Overtime will be billed at the applicable overtime rate for a minimum of two (2) hours per response, plus a $60 call-back charge for each response. 4.1.4. Emergency Veterinary Services for Stray Animals. 4.1.4.1. Lemon Grove will be responsible for all costs incurred for necessary, reasonable, and non-elective veterinary care provided by third-party emergency veterinary hospitals or clinics for Stray Animals originating within Lemon Grove that are received by such facilities outside of the City’s normal operating hours and are subsequently transferred to the City’s custody, including services provided prior to transfer of custody to the City. 4.1.4.1.1. Covered costs may include, but are not limited to, examination, diagnostics, treatment, stabilization, boarding, and related veterinary services. 4.1.4.1.2. The City may, at its discretion, either (i) pay such costs directly and invoice Lemon Grove for reimbursement, or (ii) require Lemon Grove to pay the veterinary provider directly. Lemon Grove agrees to reimburse the City for any such costs within thirty (30) calendar days of invoice. 4.1.4.1.3. The City will make reasonable efforts to notify Lemon Grove of such incidents as soon as practicable; however, failure to provide such notice will not relieve Lemon Grove of its obligation to pay for such Services. Page 149 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 | P a g e 4.1.4.1.4. This subsection applies only to Stray Animals, as defined in this Agreement, and does not apply to owned animals unless otherwise agreed in writing by the Parties. 4.1.5. Redemption Fees. For purposes of this Agreement, the term “Redemption Fee” will mean any fee charged by the City for the return of an impounded animal to its legal owner, as set forth in the City Municipal Code and operating policies, as may be amended from time to time. Lemon Grove’s monthly payment obligations may be reduced by any Redemption Fees the City collects under this Agreement. 4.1.6. Late Payments. The City will assess a penalty of five percent (5%) on late payments. Additionally, a one and one half (1.5%) finance charge per month will be assessed on the original delinquent amount. 4.1.7. Pricing of Agreement Extensions. Pricing for each Extension Term following the Initial Term may be adjusted by the City based on operational costs, animal intake volume, staffing costs, and other relevant factors; provided, however, that any increase in the annual payment amount for an Extension Term will not exceed five percent (5%) over the annual payment amount in effect during the immediately preceding Term. 4.1.7.1. No later than April 30 of each year, the City will notify Lemon Grove of the proposed annual payment amount applicable to the upcoming Extension Term. 4.1.7.2. Any extension of the Agreement Term pursuant to Section 1 must be memorialized in writing and identify the annual payment amount applicable to the Extension Term. 4.1.8. Cat and Dog Spay/Neuter Clinics. The City will provide low cost spay/neuter clinics at no cost to Lemon Grove if the City receives grants/donations that cover the costs of these services. Lemon Grove will pay the City $1,500 per clinic for up to four clinics per year if grants/donations do not cover the expense. 4.1.9. Administrative Hearings. Lemon Grove will pay the City $500 per hearing if the City provides the hearing officer and $300 per hearing if Lemon Grove provides the hearing officer. 4.2. Support Services. 4.2.1. Provision of Data. Lemon Grove will provide the City with a current listing of all animal licenses issued, including permits or licenses for dogs, cats, dangerous dogs or animals, exotic animals, kennels, pet shops, ranches or farms, dog shows, obedience trials, and circuses. Page 150 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 | P a g e 4.2.2. Notice of Scheduled Meetings. Lemon Grove will notify the City at least 72 hours in advance of any legislative or administrative hearing where animal-related issues are agendized and City employees will be required to appear. 4.2.3. Police Services. Lemon Grove will provide all police services necessary to carry out its duties including police backup upon request of an Officer. 4.2.4. Weapons. Lemon Grove will permit Officers to carry and use tasers and tranquilizer guns within the Lemon Grove city limits while on duty and in uniform. 5. FEES AND COSTS. 5.1. Fees Charged Lemon Grove Residents. Lemon Grove residents will be required to pay fees for certain City-provided animal care and control services. 5.1.1. Relinquishment and Redemption. Unless otherwise agreed upon, the City will charge fees in accordance with its Master Fee Schedule. 5.2. Fee Updates. The City may update fees to account for increased costs. As new fees are adopted, such fees will replace those currently in effect. 6. INDEMNIFICATION. 6.1. Indemnity. Lemon Grove will defend, indemnify, protect, and hold harmless the City, its elected and appointed officials, officers, directors, employees, agents, and volunteers (“Indemnitee”), from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons in any manner arising out of, related to, or in connection this Agreement, including but not limited to, the destruction of any animal delivered to and accepted by the Facility. In addition, this indemnity provision covers all alleged acts, omissions, negligence, or willful misconduct of Lemon Grove, its officials, officers, directors, employees, agents, and volunteers (“Indemnitor”). This indemnity provision does not include any suits, damages, costs, or expenses (including without limitation, attorneys’ fees) arising from the sole negligence or willful misconduct of the Indemnitee. 6.2. Defense Obligations. Included in the obligations in this Section 6 is the Indemnitor’s obligation to defend (with counsel reasonably approved by Indemnitee), at Indemnitor’s sole cost, expense, and risk, all aforesaid claims, suits, actions, or other legal proceedings of every kind that may be brought or instituted against the Indemnitee. Indemnitor will pay and satisfy any judgment, award or decree that may be rendered against Indemnitee, for all legal expense and cost incurred by each of them in connection therewith. 6.3. Insurance Proceeds. Indemnitor’s obligation to indemnify will not be restricted to insurance proceeds, if any, received by the Indemnitee, its directors, officials, officers, employees, agents, or volunteers. 6.4. Enforcement Costs. Indemnitor will pay all costs Indemnitee incurs enforcing the indemnity and defense provisions set forth in this Section 6. Page 151 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 | P a g e 6.5. Survival. Indemnitor’s obligations under Section 6 will survive the termination of this Agreement. 7. FORCE MAJEURE. 7.1. Definition. An event of Force Majeure means an occurrence beyond the control and without the fault or negligence of a Party, including unusually severe weather, flood, earthquake, fire, lightning, and other natural catastrophes, acts of God or the public enemy, war, terrorist act, riot, insurrection, civil disturbance or disobedience, strike, labor dispute, road impediments, expropriation or confiscation of facilities, changes of applicable law, laws or orders related to pandemics, such as COVID-19, or sabotage of facilities, so long as such Party makes good faith and reasonable efforts to remedy the delays or failures in performance caused thereby. 7.2. Force Majeure. 7.2.1. The City will be excused from any delay or failure in performing its obligations under this Agreement to the extent such delay or failure is caused by an event of Force Majeure described in Section 7.1. Any delay or failure in performance resulting from an event of Force Majeure will be excused only for the duration of the event causing the delay or failure. 7.2.2. The City reserves the right, at its sole discretion, to temporarily suspend, change, and resume the type and frequency of services provided to comply with Federal, State, County and City laws or orders in response to an event of Force Majeure. Examples of changed or limited services include closing the Facility to the public or offering essential services by appointment only, such as identifying a lost pet, and suspending in-person services such as vaccinations, licensing, owner surrenders, microchipping, trap rental, and spay-neuter services. Resources and staffing allowing, the City will make reasonable efforts to inform the public of service changes through its webpage and social media platforms, and to provide services such as adoptions and licensing through its website or by email. 7.3. Notice. The City will give written notice to Lemon Grove as soon after becoming aware of the delay or failure in performance caused by an Event of Force Majeure as is reasonably possible, but in any event within five (5) working days after the City becomes aware of such delay or failure. 7.4. No Adjustments. No Event of Force Majeure will be a basis for monetary adjustment to amounts payable under this Agreement. 8. TERMINATION OF AGREEMENT. 8.1. Termination for Convenience. Either Party may terminate this Agreement at any time and for any reason by giving written notice of such termination and specifying the effective date thereof at least ninety (90) calendar days before the effective date of such termination. If Lemon Grove terminates the Agreement as provided herein, the City is entitled to receive Page 152 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 | P a g e just and equitable compensation for all services performed prior to the effective date of such termination. 8.2. Termination for Cause. If, through any cause, either party substantially fails to fulfill in a timely and proper manner any obligation under this Agreement, or violates any of its covenants, agreements, or conditions, the Party not in breach may terminate this Agreement by giving written notification of such termination and specifying the effective date thereof at least five (5) calendar days before termination. If the Agreement is terminated by Lemon Grove as provided for herein, the City is entitled to receive just and equitable compensation for all services performed prior to the effective date of such termination. 9. NOTICE. 9.1. Method of Notification. All notices and demands will be given in writing by email, personal delivery or first-class mail, postage prepaid, addressed to the Administrator, or his/her designee, designated below for the respective Party. 9.2. Designation and Contact Information. The following are hereby designated as Administrators for the purposes of this Agreement only: 9.2.1. City of Chula Vista Deputy City Manager or designee 276 Fourth Avenue Chula Vista, CA 91910 [Email Address] 9.2.2. City of Lemon Grove City Manager or designee 3232 Main Street Lemon Grove, CA 91945 [Email Address] 9.3. Changes. If the Administrator or address of either Party changes, notice of the change will be sent to the other Party. After the receipt of the notice of change, all future notices or demands will be sent as required by the notice of change. 10. MISCELLANEOUS PROVISIONS. 10.1. Headings. All section and paragraph headings are for convenience only and will not affect the interpretation of this Agreement. 10.2. Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number. 10.3. Reference to Paragraphs. Each reference in this Agreement to a section refers to a section in this Agreement unless otherwise stated. Page 153 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 | P a g e 10.4. Incorporation of Recitals and Exhibits. All recitals herein and exhibits attached hereto are incorporated into this Agreement and are made a part hereof. 10.5. Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the City or Lemon Grove will be deemed to be both covenants and conditions. 10.6. Integration. This Agreement and any exhibits or references incorporated into this Agreement fully express all understandings of the Parties concerning the matters covered in this Agreement. No amendment, alteration, or modification of the terms or conditions of this Agreement, and no verbal understanding of the Parties, their officers, agents, or employees will be valid unless agreed upon in writing by both Parties. All prior negotiations and agreements are merged into this Agreement. 10.7. Severability. In the event that any phrase, clause, paragraph, section or other portion of this Agreement will become illegal, null, or void, or against public policy, for any reason, or will be held by any court of competent jurisdiction to be illegal, null, or void, against public policy, or otherwise unenforceable, the remaining portions of this Agreement will not be affected and will remain in force and effect to the fullest extent permitted by law. 10.8. Drafting Ambiguities. The Parties are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision that is the sole responsibility of each Party. This Agreement will not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement. 10.9. Conflicts Between Terms. If an apparent conflict or inconsistency exists between the main body of this Agreement and any exhibits, the main body of this Agreement will control. If a conflict exists between an applicable federal, state, or local law, rule, regulation, order, or code and this Agreement, the law, rule, regulation, order, or code controls. Varying degrees of stringency among the main body of this Agreement, the exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement will control. Each Party will notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement. 10.10. Compliance With Law. The Parties will, at their sole cost and expense, comply with all the requirements of municipal, state, and federal authorities now in effect or which may hereafter be in effect related to this Agreement. 10.11. Reserved. 10.12. Administrative Claims Requirements and Procedures. No suit or arbitration will be brought arising out of this Agreement against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as may be amended from time to time, 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 Page 154 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 | P a g e same. Upon request by the City, Lemon Grove will meet and confer in good faith with the City for the purpose of resolving any dispute over the terms of this Agreement. 10.13. Attorneys’ Fees. In the event either Party institutes legal action arising out of or relating to this Agreement, in any forum, each Party will bear its own attorneys’ fees and costs, except as otherwise expressly provided in Section 6 regarding indemnification and defense obligations. 10.14. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement will be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. 10.15. Municipal Powers. Nothing contained in this Agreement will be construed as a limitation upon the powers of the City as a chartered municipality of the State of California. 10.16. Assignment. Lemon Grove will not assign this Agreement or any right or privilege hereunder to any Party without the express written consent of the City. Consent to an assignment by the City will not be deemed to be consent to any subsequent assignment. Any such assignment without such consent will be void. 10.17. No Waiver. No failure of either Party to insist upon the strict performance by the other Party of any covenant, term, or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, will constitute a waiver of any such breach of such covenant, term, or condition. No waiver of any default hereunder will be implied from any omission to take any action on account of such default. The consent or approval to or of any act requiring consent or approval will not be deemed to waive or render unnecessary future consent or approval for any subsequent similar acts. No waiver of any breach will affect or alter this Agreement, and each and every covenant, condition, and term hereof will continue in full force and effect to any existing or subsequent breach. 10.18. Additional Rights. No rights other than those specifically identified herein will be implied from this Agreement. 10.19. Cumulative Remedies. All rights, options, and remedies of the City contained in this Agreement will be construed and held to be cumulative, and no one of them will be exclusive of the other, and the City will 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 or to pursue any other remedy or relief which may be provided by law or equity, whether or not stated in this Agreement. 10.20. Independent Contractor. Unless otherwise stated in this Agreement, all persons employed in the performance of services and functions for Lemon Grove under this Agreement will be City employees, agents, or contractors thereof. No Lemon Grove employee will perform services or functions that the City is obligated to provide under this Agreement. All City employees who are employed by the City to perform the services pursuant to this Agreement will be entitled solely to the rights and privileges given to City employees and will not be Page 155 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 | P a g e entitled, as a result of providing services pursuant to this Agreement, to any additional rights and privileges given to Lemon Grove employees. Lemon Grove will not be liable for the direct payment of any salaries, wages, or the compensation to City personnel, agents, or contractors performing services pursuant to this Agreement, or any liability other than that provided for in this Agreement. Unless specified otherwise, Lemon Grove will not be liable for compensation or indemnity to any City employee, agent, or contractor for injury or sickness or any other claims arising out of his or her employment. The City is an independent contractor, and no agency relationship, either expressed or implied, is created by the execution of this Agreement. 10.21. Good Faith. The Parties promise to use their best efforts to satisfy all conditions to this Agreement and to take all further steps and execute all further documents reasonably necessary to put this Agreement into effect. Both Parties agree to meet and confer in good faith with the City's Animal Care Facility Administrator regarding operational matters upon request. 10.22. Signing Authority. The representative for each Party signing on behalf of a governmental entity hereby declares that authority has been obtained to sign on behalf of the entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. [Signature Page Follows] Page 156 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 | P a g e SIGNATURE PAGE TO ANIMAL CARE AND ANIMAL CONTROL SERVICES AGREEMENT CITY OF CHULA VISTA Date: Approved as to form: Marco A. Verdugo Tiffany Allen City of Chula Vista, City Attorney City of Chula Vista, City Manager CITY OF LEMON GROVE Date: Approved as to form: Kristen Steinke Tony Winney City of Lemon Grove, City Attorney City of Lemon Grove, Interim City Manager Attest: ________________________________ Joel Pablo City of Lemon Grove, City Clerk Page 157 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Contract Award and CIP Budget Transfer: Accept Bids and Award a Contract to Pavement Coatings Co. for “Pavement Major Rehabilitation FY23/FY24/FY25” (STM0411/0414/0404) Project; and Amend the FY26 CIP Program Budget by Transferring Funds to STM0411 Report Number: 26-0135 Location: No specific geographic location Department: Engineering and Capital Projects G.C. § 84308 Regulations Apply: No Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to California Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities) and Section 15302 Class 2 (Replacement or Reconstruction). Recommended Action Adopt a resolution: (1) accepting bids and awarding a public works contract to Pavement Coatings Co. for the “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411, STM0414, and STM0404) project; and (2) amending the fiscal year 2025-26 Capital Improvement Program (CIP) budget by transferring $980,850.00 from the available balance of “Pavement Major Rehabilitation FY26” (STM0416) project to CIP Project STM0411, for completion of the project. (4/5 Vote Required) SUMMARY On May 8, 2026, the Director of Engineering and Capital Projects received seven (7) sealed bids for the “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411, STM0414, and STM0404) project. After review of the bids, staff recommends awarding a public works contract to the lowest responsive and responsible bidder, Pavement Coatings Co. Adoption of the resolution would: (1) accept bids and award the public works contract to Pavement Coatings Co. in the amount of $9,899,577; (2) amend the fiscal year 2025-26 CIP Budget by transferring $980,850 from the available fund balance of “Pavement Major Rehabilitation FY26” (STM0416) project to CIP project STM0411. Page 158 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 ENVIRONMENTAL REVIEW The Project was reviewed for compliance with the California Environmental Quality Act (CEQA), and it was determined the Project qualifies for a Categorical Exemption pursuant to State CEQA Guidelines Section 15301 Class 1 (Existing Facilities), which consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use; Section 15302 Class 2 (Replacement or Reconstruction), which consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced; and where the exceptions listed in State CEQA Guidelines Section 15300.2 would not apply in that no cumulative impacts were identified, no significant effects on the environment were identified, the project is not adjacent to a scenic highway, no historical resources would be affected by the action, and the project was not identified on a list of hazardous waste sites pursuant to Section 65962.5 of the Government Code. Thus, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411, STM0414, and STM0404) project will primarily consist of the following improvements:  Roadway rehabilitation at various locations; and  Pavement striping and markings; and  Curb and gutter improvements at various locations; and  Curb ramp improvements at various locations. Bidding Process On April 17, 2026, Engineering and Capital Projects Department advertised and solicited bids for the project. Seven (7) sealed bids were received on May 8, 2026. The submitted base bid totals from the prime contractors were as follows: Ranking Contractor Submitted Base Bid The low bid of $9,899,577.00 by Pavement Coatings Co. is approximately 21% below the Engineer’s estimate of $12,623,500.00. Staff has included an Additional Street List to the contract to complete more street locations, at the City’s option, with this contract if there are remaining funds within the project budget. Page 159 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 Pavement Coatings Co. is currently an active licensed contractor (License No. 303609) with the following classification: A-General Engineering. Staff recommends accepting bids and awarding the public works contract for the “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411 / STM0414 / STM0404)” project to the lowest responsive and responsible bidder, Pavement Coatings Co., and transferring $980,850.00 in Transportation Sales Tax funds from the available fund balance of “Pavement Major Rehabilitation FY26” (STM0416) to CIP project STM0411 to cover the projected construction costs as shown in more detail in the Current-Year Fiscal Impact section below. Disclosure Statement Attachment 1 is a copy of the Contractor’s Disclosure Statement. Wage Statement The Contractor that is awarded the contract and its subcontractors are required to pay prevailing wages to persons employed by them for work under the proposed contract. The prevailing wage scales are those determined by the Director of Industrial Relations, State of California. This project is also subject to the City’s Project Labor Agreement (PLA). The Contractor and all subcontractors shall comply with all applicable terms and conditions of the PLA. DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City Council members and has found that Mayor John McCann has property holdings within 1,000 feet of the boundaries of the property which is the subject of this action. However, the decision solely concerns repairs, replacement or maintenance of existing streets, water, sewer, storm drainage or similar facilities, and the member’s property will not be affected disproportionately to other properties receiving the same services. Consequently, pursuant to California Code of Regulations Title 2, sections 18700 and 18702.2(d)(1)), this item does not present a real property-related conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.) CURRENT-YEAR FISCAL IMPACT Adoption of the resolution amends the fiscal year 2025-26 CIP budget by transferring $980,850.00 in Transportation Sales Tax funds from the available balance of the “Pavement Major Rehabilitation FY26” (STM0416) to CIP project STM0411 for the completion of the project. STM0416 remains within the planning and allocation phase of the pavement program, and there is currently no construction contract or activity that will be impacted as a result of this action. A summary of expected project costs and available funding for STM0411 is as follows. FUNDS REQUIRED FOR CONSTRUCTION Page 160 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 F. Survey $6,210 Total Funds Required to Complete Project $ FUNDS AVAILABLE FOR CONSTRUCTION – – – – TOTAL FUNDS AVAILABLE FOR CONSTRUCTION $15,361,860.00 ONGOING FISCAL IMPACT The proposed award and funds transfer will have no ongoing fiscal impact. All costs associated with the completion of CIP project STM0411 will be covered within the project budget, with no additional funding required. Upon completion of the project, the improvements will require routine roadway maintenance. These expenses will be considered as part of the annual budget development process in future years. ATTACHMENTS 1. Disclosure Statement 2. Bid Proposal Staff Contact: Luis Schaar, PE, City Engineer / Director of Engineering & Capital Projects Rosina Constanza, PE, Assistant Director of Engineering Nolan Huelsman, PE, Principal Civil Engineer José Serrato, PE, Senior Civil Engineer Kyra Wright, Associate Engineer Page 161 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA (1) ACCEPTING BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE “PAVEMENT MAJOR REHABILITATION FY22/23, FY23/24 AND FY24/25” (STM0411 / STM0414 / STM0404) PROJECT TO PAVEMENT COATINGS CO., AND (2) AMENDING THE FY 2025-26 CIP BUDGET BY TRANSFERRING FUNDS FROM THE “PAVEMENT MAJOR REHABILITATION FY26” PROJECT (STM0416) TO THE “PAVEMENT MAJOR REHABILITATION FY22/23” PROJECT (STM0411) WHEREAS, on April 17, 2026, the Department of Engineering and Capital Projects solicited bids for the “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411 / STM0414 / STM0404) project (“Project”) in accordance with Chula Vista Municipal Code section 2.56.160(A); and WHEREAS, on May 8, 2026, the Director of Engineering and Capital Projects received seven (7) sealed bids for the Project; and WHEREAS, the low bid for the Project was submitted by Pavement Coatings Co. in the amount of $9,899,577.00 which is lower than the Engineer’s estimate of $12,623,500.00 by $2,723,923.00 (or approximately 21%); and WHEREAS, staff have determined that the bid submitted by Pavement Coatings Co. is responsive in all material respects to the bid specifications and requirements, and that Pavement Coatings Co. is the lowest responsive and responsible bidder; and WHEREAS, staff recommends awarding the public works contract for the Project to Pavement Coatings Co. in the amount of $9,899,577.00. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it: 1. Accepts bids and awards the public works contract for “Pavement Major Rehabilitation FY22/23, FY23/24 and FY24/25” (STM0411 / STM0414 / STM0404) project to Pavement Coatings Co. 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 City Manager to execute same in the amount of $9,899,577.00. 2. Amends the FY 2025-26 CIP Program Budget by transferring $980,850.00 from the available Transportation Sales Tax Fund (Fund 227) balance from CIP STM0416 to CIP STM0411. Page 162 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 Presented by Approved as to form by Luis Schaar Marco A. Verdugo Director of Engineering and City Attorney Capital Projects/City Engineer Page 163 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CITY OF CHULA VISTA DISCLOSURE STATEMENT Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and all other official bodies of the City of Chula Vista (the "City"), a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City election must be filed. The following information must be disclosed: List the names of all persons having a financial interest in the property that is the subject of the application or the contract, e.g., owner, applicant, contractor, subcontractor, material supplier. Tim Schmid - President James Wu - Vice President Secretary Rick Yauney - Treasurer/CFO 2. If any person* identified pursuant to item one (1) above is a corporation or partnership, list the names of all individuals with a two thousand dollars ($2,000) investment in the business corporation/partnership) entity. N/A N/A 3. If any person* identified pursuant to item one (1) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trust. N/A N/A 4. Please identify every person, including any agents, employees, consultants, or independent contractors you have assigned to represent you before the City in this matter. Tim Schmid - President James Wu - Vice President/Secretary Rick Yauney - Treasurer/CFO 5. Has any person* associated with this contract had any financial dealings with an official** of the City as it relates to this contract within the past twelve (12) months? Yes No X N/A N/A If Yes, briefly describe the nature of the financial interest the official** may have in this contract. Re'. 1110712025 Page 164 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Have you made a contribution of more than two hundred fifty dollars ($250) within the past twelve 12) months to a current member of the Chula Vista City Council? No _ Yes — If yes, which Council member? NIA 7. Have you provided more than three hundred forty dollars ($340), or an item of equivalent value, to an official** of the City in the past twelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes _ No If Yes, which official** and what was the nature of item provided? h!A Date: Is[g12 i Applicant Pavement Coatings Co. Jtaf t Wu rNameofCompany. Firm or Entity Priptr type name of Contractor/Applicant Vice President/Secretary Title Person is defined as: any individual, firm, co -partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, or any other group or combination acting as a unit. Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of a board, commission, or committee of the City, employee, or staff members. Rev.1110712025 Page 165 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 166 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 167 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 168 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 169 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 170 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 171 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 172 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 173 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 174 of 761 City of Chula Vista - 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City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 204 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 205 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 206 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 207 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Gann Limit: Establish Appropriations Limit for Fiscal Year 2026-27 Report Number: 26-0059 Location: No specific geographic location Department: Finance G.C. § 84308 Regulations Apply: No Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt a resolution establishing the appropriations limit (“Gann Limit”) for the City of Chula Vista (“City”) for Fiscal Year 2026-27. SUMMARY Article XIIIB of the California Constitution requires each local government to establish a Gann Limit for the General Fund by resolution each year at a regularly scheduled meeting or noticed special meeting. The purpose of the Gann Limit is to restrict spending of certain types of revenues to a level predicated on a base year amount increased annually by an inflation factor. ENVIRONMENTAL REVIEW The proposed activity has been reviewed for compliance with CEQA, and it has been determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because the proposed activity consists of a governmental fiscal/administrative activity which does not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. Page 208 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 DISCUSSION Article XIIIB of the California Constitution imposes the concept of spending limits on local governments. This Constitutional provision and related implementing legislation specifies that annual increases in general fund appropriations financed from Proceeds of Taxes are limited to a base year amount increased annually by an inflation factor. By definition, “Proceeds of Taxes” includes such revenues as property taxes, sales and use taxes, utility user taxes, transient occupancy taxes, and state subventions. Revenues from other sources like fees, charges, and federal grants are considered “Non-Proceeds of Taxes” and are not subject to the annual spending limit. The proceeds of taxes for City have historically been less than the statutory Gann Limit. Under current guidelines, local jurisdictions may choose among measures of population growth and inflation to compute the annual inflation factor. These measures of growth are provided by the State Department of Finance and the San Diego Assessor’s Office. According to these sources, the City’s population increased 0.41 percent. California per capita personal income increased by 4.95 percent and the City’s local assessment roll increased by 6.00 percent from the addition of local, nonresidential new construction. The City of Chula Vista’s annual population growth (0.41%) and the annual change in new non-residential construction (6.00%) were selected to calculate the fiscal year 2026-27 Gann Limit. The fiscal year 2026-27 Gann Limit has been calculated as follows: The Proceeds of Taxes included in the fiscal year 2026-27 budget that are subject to the Gann Limit are estimated to be $240,503,192 (see Attachment 1). The City has what is referred to as an appropriation “gap” of $1,305,752,403 ($1,546,255,595 - $240,503,192). As a result, the City may collect and spend up to $1,305,752,403 more in taxes during fiscal year 2026-27 without exceeding the Constitutional limit. DECISION-MAKER CONFLICT Staff have reviewed the decision contemplated by this action and have determined that it is not site-specific and consequently, the real property holdings of the City Council members 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 are not independently aware, and have 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 There is no current-year fiscal impact as a result of this action. Page 209 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 ONGOING FISCAL IMPACT This action will enable the City to appropriate and spend tax revenues estimated at $240,503,192 included in the fiscal year 2026-27 budget. ATTACHMENTS 1. Fiscal Year 2026-27 Gann Limit Staff Contact: Adrian Del Rio, Director of Finance/Treasurer Page 210 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ESTABLISHING THE APPROPRIATIONS LIMIT (GANN LIMIT) FOR THE CITY OF CHULA VISTA FOR FISCAL YEAR 2026-27 WHEREAS, Article XIIIB of the California Constitution, approved by the voters in 1979, imposed the concept of spending limits on local governments; and WHEREAS, this Constitutional provision and related implementing legislation specifies that annual increases in appropriations financed from "Proceeds of Taxes" are limited to a base year (1978-79) amount increased annually by an inflation factor comprised of the change in population of the City combined with the greater of the change in new non-residential construction or the change in the California per capita personal income; and WHEREAS, by definition, "Proceeds of Taxes" includes such revenues as property taxes, sales and use taxes, utility users taxes, transient occupancy taxes, and state subventions; and WHEREAS, revenues from other sources like fees/charges and federal grants are considered "Non-Proceeds of Taxes" and are not subject to the annual spending limit; and WHEREAS, this calculation has always been perfunctory for the City of Chula Vista (“City”), since the proceeds of taxes for City are far less than the statutory appropriation limit; and WHEREAS, the State Department of Finance and the San Diego County Assessor's Office are charged with providing the data necessary for local jurisdictions to establish their Gann Limit; and WHEREAS, according to these sources, for purposes of the fiscal year 2026-27 calculation, the population increased 0.41 percent; and WHEREAS, California per capita personal income increased by 4.95 percent and new non- residential construction increased by 6.00 percent. Consequently, new non-residential construction change was used in the formula to compute the Gann Limit as this increase is the greater of the two amounts; and WHEREAS, the fiscal year 2026-27 Gann Limit has been calculated to be $1,546,255,595; and WHEREAS, the "Proceeds of Taxes" as included in the fiscal year 2026-27 Proposed Budget that are subject to the appropriations limit are estimated to be $240,503,192; and Page 211 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 WHEREAS, the City has what is referred to as an appropriation “gap” of $1,305,752,403 ($1,546,255,595 - $240,503,192) (“Appropriation Gap”); and WHEREAS, as a result of this Appropriation Gap the City may collect and spend up to $1,305,752,403 more in taxes during fiscal year 2026-27 without exceeding the Constitutional limit. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby establish a Gann Limit of $1,546,255,595 for fiscal year 2026-27 pursuant to the requirements of Article XIIIB of the California Constitution and California Government Code section 7910. Presented by Approved as to form by Adrian Del Rio Marco A. Verdugo Director of Finance/Treasurer City Attorney Page 212 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Attachment 1 FY 2026-27 Proceeds of Taxes Proposed Budget Property Taxes 58,653,484 Property Tax in Lieu of VLF 36,098,746 Sales and Use Taxes 116,040,762 Transient Ocupancy Taxes 19,188,252 Utility Taxes 3,712,619 Other Local Taxes Real Property Transfer Tax 1,475,278 Cannabis Excise Tax 2,771,800 Business License 1,244,862 Cardroom Fees/Business License 1,091,214 State Homeowners Property Taxes 226,175 Total Proceeds of Taxes 240,503,192 Appropriation Limit 1,546,255,595 GAP (Under Limit) (1,305,752,403) Appropriation (Gann) Limit Gap Calculation For Fiscal Year 2026-27 0 200,000,000 400,000,000 600,000,000 800,000,000 1,000,000,000 1,200,000,000 1,400,000,000 1,600,000,000 1,800,000,000 FY 22-23 FY 23-24 FY24-25 FY25-26 FY26-27 Mi l l i o n s Proceeds of Taxes Compared to Legal Spending Limit Proceeds of Taxes Appropriation Limit Page 213 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Contract Amendment: Approve the First Amendment of the Project Implementation Agreement Related to the Financing and Development of the Bayfront Resort and Convention Center Report Number: 26-0204 Location: Parcel H-3 of the Chula Vista Bayfront Master Plan Area Department: City Manager G.C. § 84308 Regulations Apply: No Environmental Notice: The Project is adequately covered in a previously certified Final Environmental Impact Report (“FEIR”) for the Bayfront Master Plan and Port Mast Plan Amendment (UPD #83356-EIR-658; SCH No. 2005081077; certified by City Council Resolution No. 2010-113 on May 18, 2010). Recommended Action Adopt resolutions A) Approving the first amendment to the Project Implementation Agreement between the City of Chula Vista, the Bayfront Project Special Task Financing District, the San Diego Unified Port District, the Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, LLC., and B) Acting as the legislative body of the Bayfront Project Special Tax Financing District, approving the first amendment to the Project Implementation Agreement between the City of Chula Vista, the Bayfront Project Special Task Financing District, the San Diego Unified Port District, the Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, LLC. SUMMARY In June of 2021, the City Council approved the principal financing and implementation documents for the Gaylord Pacific Resort and Convention Center project (“RHCC Project”). This approval included the Project Implementation Agreement (PIA), which obligated RIDA Chula Vista, LLC (“RIDA”) to cause the development and construction of the Convention Center and extensive public infrastructure improvements. Staff is recommending a first amendment to the PIA. This amendment would update the timing of releasing Chula Vista Bayfront Facilities Financing Authority (“Authority”) trustee funds to the Authority for application in accordance with the Fourth Amended and Restated Revenue Sharing Agreement (“Revenue Sharing Agreement”) between the City and the San Diego Unified Port District. Page 214 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 The proposed revisions maintain sufficient reserves for any remaining Developer-related obligations while providing flexibility for the City and Port District to access reimbursements that were incorporated into each agency’s financial planning and budgets. ENVIRONMENTAL REVIEW The Project has been reviewed for compliance with the California Environmental Quality Act (CEQA), and it has been determined that the Project was adequately covered in the previously certified Final Environmental Impact Report (“FEIR”) for the Bayfront Master Plan and Port Mast Plan Amendment (UPD #83356-EIR-658; SCH No. 2005081077; certified by City Council Resolution No. 2010-113 on May 18, 2010). Therefore, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION This amendment to the Project Implementation Agreement will be presented to the Chula Vista Bayfront Facilities Financing Authority on June 17, 2026. DISCUSSION The Chula Vista Bayfront Master Plan (CVBMP) represents a long-term collaborative effort between the City of Chula Vista (“City”) and the San Diego Unified Port District (“Port District”) to transform approximately 535 acres of underutilized bayfront property into a regional waterfront destination featuring visitor-serving uses, parks, habitat restoration, infrastructure improvements, and economic development opportunities. Phase 1 implementation of the CVBMP includes the development of the Gaylord Pacific Resort and Convention Center project (“RHCC Project”), associated public infrastructure improvements, parks, and related amenities. In 2018, the City and Port District approved a Disposition and Development Agreement and an initial Revenue Sharing Agreement establishing the framework for public participation in the financing and implementation of the RHCC Project. Subsequent actions refined the financing structure, public agency contributions, and implementation responsibilities associated with the project. On June 15, 2021, the City Council approved the principal financing and implementation documents necessary to advance the RHCC Project including the Project Implementation Agreement (“PIA”). On May 10, 2022, the City Council approved additional financing-related actions associated with increased project construction costs and modifications to the financing structure resulting from market volatility, inflationary pressures, and construction cost escalation. These actions included approval of additional public contributions, amendments to financing agreements, and revisions to the Revenue Sharing Agreement intended to preserve the financial feasibility of the RHCC Project while maintaining the overall financing framework previously approved by the City and Port District. Under the approved financing structure, the City and Port District committed to financing a public contribution toward construction of the convention center and certain Phase 1A infrastructure improvements through Authority-issued debt and other pledged revenue sources. RIDA Chula Vista, LLC (“RIDA”) was obligated to construct the resort hotel, convention center, parking structure, and developer- related infrastructure improvements. The PIA is between the City, the Bayfront Project Special Tax Financing District, the Port District, The Chula Vista Bayfront Facilities Financing Authority (“Authority”), and RIDA. The PIA obligated RIDA to develop and Page 215 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 construct the Convention Center and certain Phase 1A Infrastructure Improvements. The Gaylord Pacific Resort and Convention Center opened on May 15, 2025 and the City, Port District and RIDA have been working together to finalize the remaining details. As part of the financing structure, for Bonds issued by the Authority on May 26, 2022, an Authority Surplus Fund was established to hold certain residual project revenues. Staff recommend amending two sections of the PIA to clarify how the Authority Surplus Fund may be used. Both the City and the Port District anticipated the availability of these reimbursements for Bayfront-related expenditures and incorporated the projected reimbursements into their respective budgets. Proposed Amendment to the PIA The proposed amendment to the PIA revises Section 9.2.1.5(c) and Section 9.5.1 to allow the Authority to transfer a portion of the funds held in the Authority Surplus Fund for use in accordance with the Revenue Sharing Agreement, as long as the balance remaining in the Authority Surplus Fund is at least $3,000,000 (or a lesser amount with the consent of the Developer). This amendment preserves the original intent of maintaining sufficient funds to satisfy any remaining Developer-related obligations, while establishing a minimum balance requirement that is consistent with other reserve provisions within the PIA. It also clarifies that, so long as the minimum reserve balance is maintained, the Authority may direct transfers from the Authority Surplus Fund for any lawful purpose permitted under the Indenture and Revenue Sharing Agreement. 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 Approval of this resolution will allow the Authority to reimburse the City’s General Fund per the Revenue Sharing Agreement for 73.6% of the Bayfront Fire Station operating costs. This reimbursement was included in the fiscal year 2025-26 budget. ONGOING FISCAL IMPACT This amendment will allow the Authority to make annual distributions to reimburse the City’s General Fund consistent with the Revenue Sharing Agreement for 73.6% of the Bayfront Fire Station operating costs. The revenue is estimated to be $3,099,702 in the fiscal year 2026-27 budget and will continue to be incorporated into the annual budget process. Page 216 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 ATTACHMENTS 1. First Amendment to Project Implementation Agreement 2. Project Implementation Agreement Staff Contact: Sarah Schoen, Deputy City Manager Page 217 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING FIRST AMENDMENT TO THE PROJECT IMPLEMENTATION AGREEMENT BETWEEN THE CITY, BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, THE SAN DIEGO UNIFIED PORT DISTRICT, THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, AND RIDA CHULA VISTA, LLC WHEREAS, the Chula Vista Bayfront Master Plan represents a long-term collaborative effort between the City and the San Diego Unified Port District (the “Port District”) to transform approximately 535 acres of underutilized bayfront property into a regional waterfront destination featuring visitor-serving uses, parks, habitat restoration, infrastructure improvements, and economic development opportunities; and WHEREAS, Phase 1 implementation of the Chula Vista Bayfront Master Plan includes the development of the Gaylord Pacific Resort and Convention Center project (the “RHCC Project”), associated public infrastructure improvements, parks, and related amenities; and WHEREAS, in 2018, the City and Port District approved a Disposition and Development Agreement and an initial Revenue Sharing Agreement establishing the framework for public participation in the financing and implementation of the RHCC Project; and WHEREAS, on June 15, 2021, the City Council approved the principal financing and implementation documents necessary to advance the RHCC Project, including the Project Implementation Agreement (the “PIA”); and WHEREAS, on May 10, 2022, the City Council approved additional financing-related actions associated with increased project construction costs and modifications to the financing structure, including approval of additional public contributions, amendments to financing agreements, and revisions to the Fourth Amended and Restated Revenue Sharing Agreement (the “Revenue Sharing Agreement”); and WHEREAS, the PIA executed by the City, the Bayfront Project Special Tax Financing District, the Port District, the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), and RIDA Chula Vista, LLC (“RIDA”), and obligated RIDA to cause the development and construction of the convention center and certain Phase 1A infrastructure improvements; and WHEREAS, the Gaylord Pacific Resort and Convention Center opened on May 15, 2025, and the City, Port District, and RIDA continue to collaborate to finalize post-completion administrative and financial close-out items; and Page 218 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 WHEREAS, as part of the financing framework for the bonds issued by the Authority on May 26, 2022, the Authority Indenture of Trust established an Authority Surplus Fund to hold certain residual project revenues; and WHEREAS, the Authority Indenture of Trust provisions restrict the Authority’s ability to access surplus funds for reimbursement purposes contemplated under the Revenue Sharing Agreement between the City and the Port District; and WHEREAS, the City and Port District anticipated the availability of these reimbursements for Bayfront-related expenditures and incorporated the projected reimbursements into their respective financial planning and budgets; and WHEREAS, the proposed First Amendment to the PIA revises Sections 9.2.1.5(c) and 9.5.1 to allow the Authority to transfer a portion of the funds held in the Authority Surplus Fund for use in accordance with the Revenue Sharing Agreement, provided that the balance remaining in the Authority Surplus Fund is at least $3,000,000, or a lesser amount with the consent of the Developer; and WHEREAS, the proposed First Amendment preserves the original intent of maintaining sufficient funds to satisfy any remaining Developer-related obligations while allowing transfers from the Authority Surplus Fund for lawful purposes permitted under the Authority Indenture of Trust and Fourth Amended and Restated Revenue Sharing Agreement; and WHEREAS, approval of the First Amendment will allow distributions from the Authority Surplus Fund that may reimburse the City’s General Fund consistent with the Revenue Sharing Agreement, including reimbursement for an amount equivalent to 73.6% of the cost of Bayfront Fire Station operations; and WHEREAS, the Project has been reviewed for compliance with the California Environmental Quality Act (“CEQA”), and it has been determined that the Project was adequately covered in the previously certified Final Environmental Impact Report (“FEIR”) for the Bayfront Master Plan and Port Mast Plan Amendment (UPD #83356-EIR-658; SCH No. 2005081077; certified by City Council Resolution No. 2010-113 on May 18, 2010). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the First Amendment to Project Implementation Agreement, between the City, Bayfront Project Special Tax Financing District, The San Diego Unified Port District, The Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, 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 City Manager to execute same. Page 219 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 3 Presented by Approved as to form by Sarah Schoen Marco A. Verdugo Deputy City Manager City Attorney Page 220 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, ACTING AS THE LEGISLATIVE BODY OF THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT APPROVING FIRST AMENDMENT TO THE PROJECT IMPLEMENTATION AGREEMENT BETWEEN THE CITY, BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, THE SAN DIEGO UNIFIED PORT DISTRICT, THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, AND RIDA CHULA VISTA, LLC WHEREAS, the City of Chula Vista (the “City”) is a municipal corporation and charter city duly organized and existing under a charter pursuant to which the City has the right and power to make and enforce all laws and regulations with respect to municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3, 5, and 7 of Article XI of the Constitution of the State of California and the Charter of the City; and WHEREAS, the City and the San Diego Unified Port District (the “Port District”), are undertaking a collaborative planning process with the community to develop a comprehensive Chula Vista Bayfront Master Plan (the “CVBMP”) for the Chula Vista Bayfront Project; and WHEREAS, Chapter 3.61 of the Chula Vista Municipal Code (“Chapter 3.61”) was enacted for the purpose of establishing a procedure for financing certain public and private improvements and maintenance and services to serve the Chula Vista Bayfront Project through the establishment of a financing district, the levy and collection of special taxes within such district and the issuance of bonds of such district secured by such special taxes for the purpose of financing a Convention Center Facility (as defined in Chapter 3.61), and certain other public and/or private improvements; and WHEREAS, the City Council of the City, has previously initiated proceedings, held a public hearing, formed the Bayfront Project Special Tax Financing District (the “District”), conducted an election and received a favorable vote from the qualified electors of the District, authorizing the levy of special taxes in the District, a bonded indebtedness of the District in an amount not to exceed $175,000,000 and an appropriations limit for the District, all as authorized pursuant to Chapter 3.61; and WHEREAS, the Chula Vista Bayfront Master Plan represents a long-term collaborative effort between the City and the San Diego Unified Port District (the “Port District”) to transform approximately 535 acres of underutilized bayfront property into a regional waterfront destination featuring visitor-serving uses, parks, habitat restoration, infrastructure improvements, and economic development opportunities; and Page 221 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 WHEREAS, Phase 1 implementation of the Chula Vista Bayfront Master Plan includes the development of the Gaylord Pacific Resort and Convention Center project (the “RHCC Project”), associated public infrastructure improvements, parks, and related amenities; and WHEREAS, in 2018, the City and Port District approved a Disposition and Development Agreement and an initial Revenue Sharing Agreement establishing the framework for public participation in the financing and implementation of the RHCC Project; and WHEREAS, on June 15, 2021, the City Council, acting as the legislative body of the District approved the principal financing and implementation documents necessary to advance the RHCC Project, including the Project Implementation Agreement (the “PIA”); and WHEREAS, on May 10, 2022, the City Council approved additional financing-related actions associated with increased project construction costs and modifications to the financing structure, including approval of additional public contributions, amendments to financing agreements, and revisions to the Fourth Amended and Restated Revenue Sharing Agreement (the “Revenue Sharing Agreement”); and WHEREAS, the PIA was entered into by the City, the Bayfront Project Special Tax Financing District, the Port District, the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), and RIDA Chula Vista, LLC (“RIDA”), and obligated RIDA to cause the development and construction of the convention center and certain Phase 1A infrastructure improvements; and WHEREAS, the Gaylord Pacific Resort and Convention Center opened on May 15, 2025, and the City, Port District, and RIDA continue to collaborate to finalize post-completion administrative and financial close-out items; and WHEREAS, as part of the financing framework for the bonds issued by the Authority on May 26, 2022, the Authority Indenture of Trust established an Authority Surplus Fund to hold certain residual project revenues; and WHEREAS, the Authority Indenture of Trust provisions restrict the Authority’s ability to access surplus funds for reimbursement purposes contemplated under the Revenue Sharing Agreement between the City and the Port District; and WHEREAS, the City and Port District anticipated the availability of these reimbursements for Bayfront-related expenditures and incorporated the projected reimbursements into their respective financial planning and budgets; and WHEREAS, the proposed First Amendment to the PIA revises Sections 9.2.1.5(c) and 9.5.1 to allow the Authority to transfer a portion of the funds held in the Authority Surplus Fund for use in accordance with the Revenue Sharing Agreement, provided that the balance remaining in the Authority Surplus Fund is at least $3,000,000, or a lesser amount with the consent of the Developer; and Page 222 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 3 WHEREAS, the proposed First Amendment preserves the original intent of maintaining sufficient funds to satisfy any remaining Developer-related obligations while allowing transfers from the Authority Surplus Fund for lawful purposes permitted under the Authority Indenture of Trust and Fourth Amended and Restated Revenue Sharing Agreement; and WHEREAS, approval of the First Amendment will allow distributions from the Authority Surplus Fund that may reimburse the City’s General Fund consistent with the Revenue Sharing Agreement, including reimbursement for an amount equivalent to 73.6% of the cost of Bayfront Fire Station operations; and WHEREAS, the Project has been reviewed for compliance with the California Environmental Quality Act (“CEQA”), and it has been determined that the Project was adequately covered in the previously certified Final Environmental Impact Report (“FEIR”) for the Bayfront Master Plan and Port Mast Plan Amendment (UPD #83356-EIR-658; SCH No. 2005081077; certified by City Council Resolution No. 2010-113 on May 18, 2010). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, acting as the legislative body of the Bayfront Project Special Tax Financing District, that it approves the First Amendment to Project Implementation Agreement, between the City, Bayfront Project Special Tax Financing District, The San Diego Unified Port District, The Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, 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 Authorized Officers and other officers, employees and agents of the City, acting for and in the name and on behalf of the District to execute same. Presented by Approved as to form by Sarah Schoen Marco A. Verdugo Deputy City Manager City Attorney Page 223 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4934-9930-6630/024036-0079 US-DOCS\170582605.1 FIRST AMENDMENT TO PROJECT IMPLEMENTATION AGREEMENT by and among THE CITY OF CHULA VISTA, a California charter city and municipal corporation, THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, a financing district, THE SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, a joint exercise of powers entity, and RIDA CHULA VISTA, LLC, a Delaware limited liability company dated as of ___________, 2026 Page 224 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4934-9930-6630/024036-0079 US-DOCS\170582605.1 THIS FIRST AMENDMENT TO PROJECT IMPLEMENTATION AGREEMENT (“Amendment No. 1”), is entered into as of ___________, 2026 (the “Date of Agreement”) by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the “Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority, a joint exercise of powers entity created by the City and the Port District pursuant to the Joint Exercise of Powers Act (the “Authority”), and RIDA Chula Vista, LLC, a Delaware limited liability company (the “Developer”) (collectively, the “Parties” and, individually, a “Party”). This Amendment No. 1 amends that certain Project Implementation Agreement, dated as of May 26, 2022 (the “Project Implementation Agreement”), by and among the City, the Financing District, the Port District, the Authority, and the Developer. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings given such terms in the Project Implementation Agreement, including the Definitions Addendum thereto. RECITALS: WHEREAS, the Parties entered into the Project Implementation Agreement in order to provide for the development of certain public capital improvements referred to therein as the Convention Center, the Developer’s Phase 1A Infrastructure Improvements, and the Remaining Phase 1A Infrastructure Improvements. WHEREAS, on May 26, 2022, the Authority issued its Authority Taxable Bonds and its Authority Tax-Exempt Bonds pursuant to the Authority Indenture. WHEREAS, pursuant to the Authority Indenture, certain moneys are on deposit, and additional moneys are to be deposited from time to time, in funds and accounts maintained under the Authority Indenture, including the Authority Existing Revenues Account and the Authority Surplus Fund (as such terms are defined in the Authority Indenture). WHEREAS, Sections 9.5 and 9.5.1 of the Project Implementation Agreement provide that, prior to Full Payment, the Authority shall not direct the Trustee to transfer moneys out of the Authority Surplus Fund. WHEREAS, on or about March 4, 2026, RIDA provided notice to the Port District, the City, the Financing District and the Authority (collectively, the “Public Entities”) stating that RIDA had determined that the conditions for Acceptance of Developer’s Phase 1A Infrastructure Improvements have been satisfied (other than the condition set forth in Section 10.1.2 of the Project Implementation Agreement, which the City, the Port District and the Authority confirmed was satisfied in a letter dated March 18, 2026) and requesting confirmation of the foregoing from the applicable Public Entities. WHEREAS, in a letter dated March 18, 2026, the Authority confirmed that the Convention Center is Complete and acknowledged its Acceptance of the Convention Center in accordance with Section 10.2 of the Project Implementation Agreement. WHEREAS, the Parties now desire to amend the Project Implementation Agreement to permit the Authority to withdraw moneys from the Authority Surplus Fund, subject to certain limitations Page 225 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 4934-9930-6630/024036-0079 US-DOCS\170582605.1 described herein, and the Parties further wish to confirm the City and the Port District’s Acceptance of Developer’s Phase 1A Infrastructure Improvements in accordance with Section 10.1.2 of the Project Implementation Agreement. AGREEMENT: In consideration of the mutual promises and covenants set forth herein, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the foregoing recitals are true and correct and further make the agreements set forth below. Section 1. Amendment to Section 9.2.1.5(c) of the Project Implementation Agreement to allow transfers from Authority Surplus Fund prior to Full Payment. The Project Implementation Agreement is hereby amended by amending, replacing, and superseding subsection (c) of Section 9.2.1.5 in its entirety with the following: “c. Until Full Payment or, with respect to the Authority Surplus Fund, except as provided in Section 9.5.1, the Authority shall (a) neither direct nor authorize the Trustee to transfer amounts out of the 2022A Construction Account or the Authority Surplus Fund for any purpose other than to Developer for payment of the Convention Center Contract Sum pursuant to Section 9.2 of this Agreement, interest due to Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) of this Agreement, and amounts to be paid to Developer pursuant to Section 5.1.3, and (b) direct or authorize the Trustee to transfer amounts out of the 2022A Construction Account or the Authority Surplus Fund only to the account or accounts designated by Developer in writing.” Section 2. Amendment to Section 9.5.1 of the Project Implementation Agreement to allow transfers from Authority Surplus Fund prior to Full Payment . The Project Implementation Agreement is hereby amended by amending, replacing, and superseding Section 9.5.1 in its entirety with the following: “9.5.1. The Authority shall not deliver a Request described in the last sentence of Section 4.4 of the Indenture for transfers out of the Authority Surplus Fund for purposes other than payments to Developer pursuant to Sections 5.1.3 and 9.2 unless immediately following such transfer the balance in the Authority Surplus Fund is at least $3,000,000 (or a lesser amount with the consent of the Developer). For the avoidance of doubt, so long as at least $3,000,000 will be on deposit in the Authority Surplus Fund immediately following a transfer, the Authority may deliver a Request to the Trustee directing the Trustee to transfer moneys out of the Authority Surplus Fund at any time and from time to time, to any fund or account directed by the Authority, and for any purpose.” Section 3. Acceptance of Developer’s Phase 1A Infrastructure. The City and the Port District hereby confirm Acceptance of Developer’s Phase 1A Infrastructure Improvements in accordance with Section 10.1.2 of the Project Implementation Agreement. Section 4. Administrative Agent Consent. The prior written consent of the Administrative Agent to this Amendment No. 1 has been obtained and is attached hereto as required by Sections 5.14 and 6.06 of the Bond Purchase Agreement. Page 226 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 4934-9930-6630/024036-0079 US-DOCS\170582605.1 Section 5. Counterparts. This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original. Section 6. Interpretation of Agreement. Captions used in this Amendment No. 1 are for convenience of reference only and shall not affect the interpretation or meaning of this Amendment No. 1 or the Acquisition Agreement. Page 227 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda (Signatures to First Amendment to Project Implementation Agreement) 4934-9930-6630/024036-0079 US-DOCS\170582605.1 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the day and year first-above written. CITY OF CHULA VISTA, a California charter city and municipal corporation By: Tiffany Allen, City Manager APPROVED AS TO FORM: By: Marco A. Verdugo, City Attorney SAN DIEGO UNIFIED PORT DISTRICT, a public corporation By: Scott Chadwick, President & Chief Executive Officer APPROVED AS TO FORM AND LEGALITY: By: Thomas A. Russell, General Counsel [Signatures continue on following page] Page 228 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda (Signatures to First Amendment to Project Implementation Agreement) 4934-9930-6630/024036-0079 US-DOCS\170582605.1 [Signatures continued from previous page] BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT By: Tiffany Allen, City Manager APPROVED AS TO FORM: By: Marco A. Verdugo, City Attorney CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, a joint exercise of powers authority By: Scott Chadwick, Executive Director APPROVED AS TO FORM AND LEGALITY: By: Co-Counsel, Thomas A. Russell, General Counsel of the San Diego Unified Port District By: Co-Counsel, Marco A. Verdugo, City Attorney of the City of Chula Vista [Signatures continue on following page] Page 229 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda (Signatures to First Amendment to Project Implementation Agreement) 4934-9930-6630/024036-0079 US-DOCS\170582605.1 [Signatures continue from previous page] DEVELOPER RIDA CHULA VISTA, LLC, a Delaware limited liability company By:* Ira Mitzner President California Contractor License Number: 1039979 * Signatories to provide signature authority for signatory Page 230 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4934-9930-6630/024036-0079 US-DOCS\170582605.1 ADMINISTRATIVE AGENT CONSENT TO FIRST AMENDMENT TO PROJECT IMPLEMENTATION AGREEMENT Pursuant to Sections 5.14 and 6.06 of that certain Bond Purchase and Continuing Covenant Agreement dated May 26, 2022 (the “BPCCA”), by and among the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), the Purchasers (defined therein), a nd JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), the prior written consent of the Administrative Agent is required for material amendments to the Project Implementation Agreement (defined in the BPCCA). The Authority has requested the Administrative Agent to consent to the foregoing First Amendment to Project Implementation Agreement dated as of _________, 2026. In connection with such request, the undersigned hereby represents and warrants to the Authority, the City, the Financing District, the Port District, and the Developer as follows: 1. He(she) is a duly authorized officer of the Administrative Agent, qualified to execute this Administrative Agent Consent to First Amendment to Project Implementation Agreement (this “Consent”) on behalf of the Administrative Agent and is knowledgeable as to the matters set forth herein. 2. The Administrative Agent hereby consents to the execution and delivery of the First Amendment to Project Implementation Agreement in substantially the form to which this Consent is attached. JPMORGAN CHASE BANK, National Association, as Administrative Agent, By: ____________________________________ Name: ______________________________ Title: _______________________________ Page 231 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4825-3218-1203/024036-0079 PROJECT IMPLEMENTATION AGREEMENT by and among THE CITY OF CHULA VISTA, a California charter city and municipal corporation, THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, a financing district, THE SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY a joint exercise of powers entity, and RIDA CHULA VISTA, LLC a Delaware limited liability company Dated as of May 26, 2022 Relating to 372,562,201 CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY REVENUE BONDS CHULA VISTA BAYFRONT CONVENTION CENTER) SERIES 2022A (FEDERALLY TAXABLE) 10,000,000 CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY REVENUE BONDS CHULA VISTA BAYFRONT PHASE 1A INFRASTRUCTURE IMPROVEMENTS) SERIES 2022B (TAX-EXEMPT) Page 232 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda LIST OF EXHIBITS Page i 4825-3218-1203/024036-0079 ARTICLE I DEFINITIONS 1.1. Definitions Addendum .............................................................................................................. 5 ARTICLE II SUBJECT OF THE AGREEMENT GENERALLY 2.1. Developer’s Phase 1A Infrastructure Improvements................................................................. 5 2.2. Convention Center ..................................................................................................................... 9 2.3. Sweetwater Park ........................................................................................................................ 9 ARTICLE III DURATION OF AGREEMENT 3.1. Term of Agreement ................................................................................................................. 14 ARTICLE IV PROJECT COSTS 4.1. Phase 1A Infrastructure Improvements ................................................................................... 14 4.2. Convention Center ................................................................................................................... 15 4.3. Cost Reporting ......................................................................................................................... 15 ARTICLE V CONSTRUCTION OF THE PROJECT AND THE REMAINING PHASE 1A INFRASTRUCTURE IMPROVEMENTS 5.1. Construction of the Project ...................................................................................................... 16 5.2. Reserved .................................................................................................................................. 22 5.3. Reserved .................................................................................................................................. 22 5.4. Project Schedule and Schedule Updates .................................................................................. 22 5.5. Unavoidable Delay .................................................................................................................. 22 5.6. Completion Guaranty .............................................................................................................. 25 5.7. Entitlements ............................................................................................................................. 25 5.8. Energy Requirements .............................................................................................................. 27 ARTICLE VI PROCUREMENT REQUIREMENTS AND EQUAL OPPORTUNITY 6.1. Award of Sole Source Prime Contract .................................................................................... 27 6.2. Subcontractor Bid and Award Process for the Developer’s Phase 1A Infrastructure Improvements .......................................................................................................................... 27 6.3. Bid and Award Process for the Remaining Phase 1A Infrastructure Improvements .............. 28 6.4. The Convention Center as a Special Purpose Project.............................................................. 28 6.5. Procurement of Alterations ...................................................................................................... 28 6.6. Bid Opening and Award .......................................................................................................... 29 6.7. Authority Procurement Policy Acknowledgement .................................................................. 29 Page 233 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda TABLE OF CONTENTS continued) Page ii 4825-3218-1203/024036-0079 ARTICLE VII DESIGN AND CONSTRUCTION STANDARDS 7.1. Standard of Care ...................................................................................................................... 29 7.2. Compliance with Laws ............................................................................................................ 30 7.3. Compliance with Design and Construction Standards; Chula Vista Building Code ............... 32 7.4. Construction Period ................................................................................................................. 34 7.5. Authority Approval Not a Waiver of Obligations ................................................................... 34 ARTICLE VIII CONSTRUCTION 8.1. Site Safety, Security ................................................................................................................ 34 8.2. Public Right-of-Way ............................................................................................................... 35 8.3. Traffic Control ......................................................................................................................... 35 8.4. Maintenance ............................................................................................................................ 35 8.5. Construction Cooperation ........................................................................................................ 36 ARTICLE IX PAYMENT OF PROJECT COSTS 9.1. Developer’s Phase 1A Infrastructure Improvements Costs ..................................................... 36 9.2. Convention Center Costs ......................................................................................................... 44 9.3. Investment of Amounts in the Construction Fund .................................................................. 53 9.4. Calculation of Specified Default Rate ..................................................................................... 53 9.5. Redemption of Authority Bonds and Certain Amendments Prior to Full Payment ................ 53 9.6. Survival ................................................................................................................................... 55 ARTICLE X ACCEPTANCE OF IMPROVEMENTS 10.1. Developer’s Phase 1A Infrastructure Improvements............................................................... 55 10.2. Convention Center ................................................................................................................... 56 10.3. Sweetwater Park ...................................................................................................................... 56 ARTICLE XI WARRANTIES 11.1. Enforcement of Warranties ...................................................................................................... 57 11.2. Term of Warranties.................................................................................................................. 57 11.3. Additional Warranties ............................................................................................................. 58 ARTICLE XII DEFECTIVE WORK 12.1. Correction, Removal, or Replacement .................................................................................... 58 12.2. Extension of Warranty ............................................................................................................. 58 12.3. Right of Authority to Correct .................................................................................................. 58 12.4. No Limitation on Other Remedies .......................................................................................... 58 12.5. Disputes ................................................................................................................................... 59 12.6. Applicability ............................................................................................................................ 59 Page 234 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda TABLE OF CONTENTS continued) Page iii 4825-3218-1203/024036-0079 ARTICLE XIII SECURITY FOR CONSTRUCTION 13.1. Bonds ....................................................................................................................................... 59 13.2. Insolvency or Bankruptcy ........................................................................................................ 60 13.3. Calling a Bond ......................................................................................................................... 60 ARTICLE XIV INDEMNITY AND DUTY TO DEFEND 14.1. General Indemnity ................................................................................................................... 61 14.2. Damage to Other Properties .................................................................................................... 62 14.3. Hazardous Materials Indemnity .............................................................................................. 62 14.4. Illegal Discharge to Storm Drains ........................................................................................... 64 14.5. Implementation of Authority Resolution 2020-002 ................................................................ 64 14.6. Costs of Defense and Award ................................................................................................... 64 14.7. Insurance Proceeds .................................................................................................................. 65 14.8. Declarations ............................................................................................................................. 65 14.9. Survival ................................................................................................................................... 65 ARTICLE XV INSURANCE REQUIREMENTS 15.1. Insurance Requirements .......................................................................................................... 65 15.2. Forms and Amounts of Coverage ............................................................................................ 66 15.3. General Requirements ............................................................................................................. 68 15.4. Waiver of Subrogation ............................................................................................................ 69 15.5. Authority Obligation to Maintain Insurance ........................................................................... 69 ARTICLE XVI RECORDS AND AUDITS 16.1. Retention of Project Records ................................................................................................... 70 16.2. Audit of Records...................................................................................................................... 70 ARTICLE XVII TITLE TO ALTERATIONS AND IMPROVEMENTS 17.1. Title to Project ......................................................................................................................... 71 17.2. Survival ................................................................................................................................... 71 ARTICLE XVIII LIENS 18.1. No Right to Bind Port District ................................................................................................. 71 18.2. Notice of Non-Responsibility .................................................................................................. 71 18.3. Mechanics’ Liens..................................................................................................................... 72 18.4. Contest of Lien ........................................................................................................................ 72 18.5. Port District’s Right to Pay...................................................................................................... 72 18.6. Notice of Liens ........................................................................................................................ 72 18.7. Right of Entry .......................................................................................................................... 73 Page 235 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda TABLE OF CONTENTS continued) Page iv 4825-3218-1203/024036-0079 ARTICLE XIX TAXES 19.1. Reporting ................................................................................................................................. 73 19.2. Tax Claims .............................................................................................................................. 74 19.3. Property Expenses ................................................................................................................... 75 19.4. Property Tax Contest Cooperation .......................................................................................... 76 ARTICLE XX EQUAL EMPLOYMENT OPPORTUNITY/NONDISCRIMINATION AND OFAC 20.1. Nondiscrimination ................................................................................................................... 77 20.2. Compliance with Employment and Labor Requirements........................................................ 77 20.3. OFAC Compliance .................................................................................................................. 77 ARTICLE XXI EVENTS OF DEFAULT AND REMEDIES 21.1. Events of Default ..................................................................................................................... 78 21.2. Remedies for Events of Default .............................................................................................. 79 21.3. Sweetwater Park ...................................................................................................................... 81 21.4. Reserved .................................................................................................................................. 81 21.5. Authority Events of Default .................................................................................................... 81 21.6. Remedies for Authority Events of Default (Rent Offset) ........................................................ 82 21.7. Payment Sources for Convention Center ................................................................................ 82 ARTICLE XXII ASSIGNMENT PARTICIPATION FEE 22.1. Assignment Participation Fee .................................................................................................. 83 22.2. Assignment and Collateral Assignment .................................................................................. 84 22.3. Non-Disturbance Agreement ................................................................................................... 85 ARTICLE XXIII NONDISTURBANCE 23.1. Port District Nondisturbance of Lessee and Sublessee Rights under the Convention Center Leases........................................................................................................................... 86 23.2. Authority Nondisturbance of Lessee and Sublessee Rights under the Convention Center Leases ...................................................................................................................................... 86 ARTICLE XXIV Operation of the Site and the Convention Center 24.1. Approved Agreements ............................................................................................................. 87 24.2. Reservations ............................................................................................................................ 87 24.3. Cooperation in connection with Condemnation ...................................................................... 89 ARTICLE XXV AS-IS” LEASE AND WAIVERS 25.1. Developer’s Acknowledgment ................................................................................................ 89 Page 236 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda TABLE OF CONTENTS continued) Page v 4825-3218-1203/024036-0079 25.2. Only Express Written Agreements Binding ............................................................................ 90 25.3. As-Is ........................................................................................................................................ 90 25.4. Waivers, Disclaimers and Indemnity ...................................................................................... 90 25.5. Survival ................................................................................................................................... 92 ARTICLE XXVI MISCELLANEOUS PROVISIONS 26.1. Notices ..................................................................................................................................... 92 26.2. Captions ................................................................................................................................... 94 26.3. No Merger ............................................................................................................................... 94 26.4. Recording ................................................................................................................................ 94 26.5. Port District Transfer ............................................................................................................... 94 26.6. Time of Essence ...................................................................................................................... 95 26.7. Partial Invalidity ...................................................................................................................... 95 26.8. Entire Agreement..................................................................................................................... 95 26.9. Joint and Several...................................................................................................................... 95 26.10. Developer’s Authority ............................................................................................................. 95 26.11. Interaction with Sewer Agreement .......................................................................................... 95 26.12. Resolution of Specified Disputes ............................................................................................ 96 26.13. Attorneys’ Fees ........................................................................................................................ 99 26.14. Transaction Costs .................................................................................................................... 99 26.15. Provisions Regarding Authority Operations ......................................................................... 100 26.16. Replacement Trustees ............................................................................................................ 100 26.17. Effect of Section 365(h)(1) Election ..................................................................................... 100 26.18. Financial Information Regarding Continuous Operations..................................................... 100 26.19. Governing Law ...................................................................................................................... 101 26.20. Modification .......................................................................................................................... 101 26.21. Counterparts; Electronic Signatures ...................................................................................... 102 26.22. Drafting Presumption; Review Standard ............................................................................... 102 26.23. Administrative Claims ........................................................................................................... 102 26.24. Non-liability of Public Entity Officials and Employees ........................................................ 102 26.25. Authority Executive Director; Authority Approvals and Actions ......................................... 103 26.26. Further Assurances ................................................................................................................ 103 Page 237 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda LIST OF EXHIBITS Page vi 4825-3218-1203/024036-0079 EXHIBIT A-1 LEGAL DESCRIPTION OF THE SITE ........................................................ A-1-1 EXHIBIT A-2 LEGAL DESCRIPTION OF THE GROUND LEASE PROPERTY ............ A-2-1 EXHIBIT A-3 LEGAL DESCRIPTION OF THE DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS SITE ........................................... A-3-1 EXHIBIT B-1 DEPICTION OF THE SITE ............................................................................ B-1-1 EXHIBIT B-2 DEPICTION OF THE GROUND LEASE PROPERTY ................................ B-2-1 EXHIBIT B-3 DEPICTION OF THE DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS SITE ............................................ B-3-1 EXHIBIT C-1 DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS ......... C-1 EXHIBIT C-2 SOURCES FOR DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS COST.................................................................................. C-2 EXHIBIT C-3 DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS BUDGET ............................................................................................................ C-3 EXHIBIT D-1-A REMAINING PHASE 1A INFRASTRUCTURE IMPROVEMENTS SWEETWATER PARK) .............................................................................. D-1-A EXHIBIT D-1-B SOURCES FOR REMAINING PHASE 1A INFRASTRUCTURE IMPROVEMENTS (SWEETWATER PARK) .............................................. D-1-B EXHIBIT D-1-C ENGINEERING BUDGET FOR SWEETWATER PARK ........................... D-1-C EXHIBIT E CONSTRUCTION REQUIREMENTS .............................................................. E-1 EXHIBIT F CONVENTION CENTER PLANS .................................................................... F-1 EXHIBIT G-1 APPROVED SUBCONTRACTOR BID AND AWARD PROCESS ........... G-1-1 EXHIBIT G-2 SUBCONTRACTOR BIDS AWARDED PRIOR TO EFFECTIVE DATE .............................................................................................................. G-2-1 EXHIBIT G-3 APPROVED CONSTRUCTION CONTRACTS ............................................... G-3 EXHIBIT H FORM OF COMPLETION GUARANTY ......................................................... H-1 EXHIBIT I REAL ESTATE AGREEMENTS ....................................................................... I-1 EXHIBIT J TOTAL CONVENTION CENTER DEVELOPMENT FEE .............................. J-1 EXHIBIT K-1 DEVELOPER’S PHASE 1A PAYMENT REQUEST ................................... K-1-1 Page 238 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda LIST OF EXHIBITS continued) Page vii 4825-3218-1203/024036-0079 EXHIBIT K-2 FORM OF CONVENTION CENTER PAYMENT REQUEST .................... K-2-1 EXHIBIT L SOLE SOURCE SUBCONTRACT AWARD APPROVAL DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS) ...... L-1 EXHIBIT M BEST QUALIFIED CONTRACTOR SUBCONTRACT AWARD APPROVAL (DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS) .......................................................................................... M-1 EXHIBIT N-1 LIST OF APPROVED ARBITRATORS ....................................................... N-1-1 EXHIBIT N-2 LIST OF APPROVED MEDIATORS ........................................................... N-2-1 EXHIBIT O ENERGY REQUIREMENTS ............................................................................ O-1 EXHIBIT P FORM OF DEVELOPER’S CONVENTION CENTER BUDGET .................. P-1 EXHIBIT Q PORT DISTRICT TRANSFER DOCUMENTS ................................................ Q-1 EXHIBIT R FORM OF MEMORANDUM OF AGREEMENT ............................................ R-1 EXHIBIT S APPROVED AGREEMENTS ........................................................................... S-1 EXHIBIT T DISTRICT DOCUMENTS ................................................................................ T-1 EXHIBIT U PRIOR AGREEMENTS ..................................................................................... U-1 EXHIBIT V-1 APPROVED DRAWINGS AND SPECIFICATIONS FOR DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS ..... V-1-1 EXHIBIT V-2 APPROVED DRAWINGS AND SPECIFICATIONS FOR REMAINING PHASE 1A INFRASTRUCTURE IMPROVEMENTS ................................. V-2-1 EXHIBIT W FORM OF EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION ............................................................................................. W-1 EXHIBIT X-1 FORM OF EARLY WORK AGREEMENT ................................................. X-1-1 EXHIBIT X-2 REIMBURSEMENT AGREEMENT ............................................................ X-2-1 EXHIBIT X-3 SEWER AGREEMENT ................................................................................ X-3-1 EXHIBIT Y HOTEL OPERATOR NON-DISTURBANCE AGREEMENT ......................... Y-1 EXHIBIT Z CONSTRUCTION STANDARDS FLYER ....................................................... Z-1 EXHIBIT AA IN-BALANCE CERTIFICATE ...................................................................... AA-1 Page 239 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4825-3218-1203/024036-0079 PROJECT IMPLEMENTATION AGREEMENT BY AND AMONG THE CITY OF CHULA VISTA, THE BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT, THE SAN DIEGO UNIFIED PORT DISTRICT, THE CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, AND RIDA CHULA VISTA, LLC This PROJECT IMPLEMENTATION AGREEMENT (“Agreement”) is entered into as of May 26, 2022 (the “Date of Agreement”) by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the “Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”; and, collectively with the City, the Financing District, and the Port District, the “Public Entities” or each separately, a “Public Entity”), a joint exercise of powers entity created by the City and the Port District pursuant to the Joint Exercise of Powers Act (defined herein below), and RIDA Chula Vista, LLC, a Delaware limited liability company (together with its permitted successors and assigns, including without limitation any Foreclosure Purchaser, the “Developer”) (collectively, the “Parties” and, individually, a “Party”), with reference to the following Recitals: RECITALS A. The City and the Port District are parties to that certain Amended and Restated Joint Exercise of Powers Agreement, dated and effective July 25, 2019 (the “JEPA Agreement”), which amended and restated that certain Joint Exercise of Powers Agreement, dated as of May 1, 2014, by and between the City and the Port District. The JEPA Agreement forms the Authority for the purpose of assisting in the financing and refinancing of capital improvement projects of the City and the Port District as permitted under the Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Joint Exercise of Powers Act”) relating to the Chula Vista Bayfront. B. Pursuant to a “Site Lease” dated as of the Date of Agreement (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Site Lease”), the Port District has leased to the Authority and the Authority has leased from Port District certain real property described in Exhibit A-1 and depicted in Exhibit B-1 attached hereto (the “Site”), upon which an approximately 275,000 net usable square foot convention center (the “Convention Center” and, together with the Site, the “Facility”) will be constructed by Developer pursuant to this Agreement and operated by Developer pursuant to the Sublease, as described in more detail below. C. Pursuant to a “Facility Lease” dated as of the Date of Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Facility Lease”), the Authority has in turn subleased the Site and leased the Convention Center to the City. D. Pursuant to a “Sublease Agreement” dated as of the Date of Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, together with any New Sublease (as defined in the Sublease), the “Sublease”), the City has in turn subleased the Facility to Developer. The Site Lease, Facility Lease, and Sublease are referred to collectively herein as the “Convention Center Leases.” Page 240 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 4825-3218-1203/024036-0079 E. Port District and Developer have entered into a ground lease dated as of the Date of Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Ground Lease”), pursuant to which the Port District has leased to Developer approximately 19.281 acres of land located in the City of Chula Vista, California, described in Exhibit A-2 and depicted in Exhibit B-2 attached hereto (the “Ground Lease Property”), together with all improvements currently located on the Ground Lease Property. Pursuant to the Ground Lease, the Developer is obligated to construct, operate and maintain (or cause to be constructed, operated and maintained) the Resort Hotel (defined herein) and Parking Improvements (defined herein) on the Ground Lease Property. F. The City, the Port District, the Authority and the County of San Diego (the County”) entered into that certain Chula Vista Bayfront Project Funding Agreement dated as of December 13, 2019, (the “County Funding Agreement”) pursuant to which the County will assist the City, the Port District and the Authority in financing the construction of the Phase 1A Infrastructure Improvements by contributing the County Funds (defined in the Definitions Addendum) as provided for in the County Funding Agreement. G. To create a vehicle to generate special tax revenues initially equal to 5.5% of the transient occupancy revenues collected within the CVBMP (defined below), to pay or reimburse the cost of the Phase 1A Infrastructure Improvements (defined below) and/or to support payments with respect to the Revenue Bonds (defined below), the City Council of the City (the “City Council”), took certain actions under and pursuant to the powers reserved to the City under Sections 3, 5, and 7 of the Constitution and the Charter of the City, and enacted Chapter 3.61 of the Chula Vista Municipal Code (“Chapter 3.61”) for the purpose of establishing a procedure for financing certain public and private improvements and maintenance and services to serve development within the boundaries of the Financing District through the establishment of the Financing District, the levy and collection of special taxes (the “Special Tax Revenues”) therein by the Financing District and the issuance of bonds or other indebtedness of such Financing District secured by such special taxes for the purpose of financing the Convention Center and certain other public improvements, including the Phase 1A Infrastructure Improvements, as described below. H. On September 10, 2019, the City Council initiated proceedings pursuant to Chapter 3.61 to establish the Financing District, to authorize the Financing District to finance the purchase, construction, expansion, improvement, and rehabilitation of the Convention Center and certain other public improvements and certain maintenance and services, to authorize the levy of a special tax pursuant to the amended and restated rate and method of apportionment thereof to pay for such improvements and services and to declare the necessity of the Financing District to incur an indebtedness to contribute to the financing of such improvements. I. On February 16, 2021, the City Council adopted a resolution declaring its intention and initiating proceedings to make changes to the rate and method of apportionment of the Financing District to increase the special tax rates to be levied initially on taxable property in the Financing District, to extend the term of the special tax to June 30, 2086 and to give the City Council the ability to lower the special tax rates in future fiscal years. J. The City and the Port District entered into an Amended and Restated Joint Community Facilities Agreement (Chula Vista Bayfront Project Special Tax Financing District) effective as of February 24, 2020 (as amended, the “JCFA”) to set forth some of the essential terms for the development, operation, maintenance, and servicing of various improvements within the Page 241 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 4825-3218-1203/024036-0079 Chula Vista Bayfront Master Plan Area (the “CVBMP”) or outside the CVBMP as further described in the JCFA. Such essential terms included the priorities for the allocation of the Special Tax Revenues, as such term is defined in the JCFA, and to provide that the Special Tax Revenues dedicated to the Convention Center and the Developer’s Phase 1A Infrastructure Improvements shall be disbursed pursuant to an agreement between the Port District, the City and/or the Authority, on the one hand, and the Developer, the Project lenders and/or the Developer’s contractors, on the other hand. K. On May 20, 2020, the Authority Board adopted its Resolution 2020-007 ratifying the final form of a procurement policy for developer-performed public improvements for the Authority attached as Exhibit A to such resolution (the “Authority Procurement Policy”) and ratifying the final form of Authority Resolution 2020-002 in the form presented and attached as Exhibit B to Resolution 2020-007 (the “Authority Resolution 2020-002”) applying the Authority Procurement Policy to the construction of developer-performed public works for the Project. L. Pursuant to Authority Resolution 2020-002 and in accordance with Procurement Policy Section 2.a., the Authority Board authorized the Developer to proceed with the development and construction of the Developer’s Phase 1A Infrastructure Improvements and the Convention Center subject to the terms, conditions, and obligations of the Authority Procurement Policy, Authority Resolution 2020-002, all applicable Project agreements, including this Agreement, and all applicable federal, state, and local laws and regulations. M. The Authority, the Port District and the City have determined it to be beneficial to have the Financing District finance certain of the Phase 1A Infrastructure Improvements in connection with the construction of the Resort Hotel, Parking Improvements and the Convention Center. To assist in the financing of the Convention Center and the Phase 1A Infrastructure Improvements, the Authority has determined to issue its “Authority Taxable Bonds” and its Authority Tax-Exempt Bonds” (together with bond or other indebtedness incurred to refinance the Authority Taxable Bonds and/or the Authority Tax-Exempt Bonds, collectively referred to herein as the “Authority Bonds”) pursuant to the terms of the “Authority Indenture,” as defined herein. The Authority Bonds will be secured in part and be repaid from loan payments made by the Financing District on the “Loan,” as defined herein, and any loan payable on a parity with the Loan, made under the “Loan Agreement,” as defined herein, “Lease Payments,” as defined herein, payable by the City pursuant to the Facility Lease and payments to be made by the Port District pursuant to the Port Support Agreement. JPMorgan Chase Bank, National Association, a banking association organized and existing under the laws of the United States, will serve as administrative agent (in such capacity referred to herein as the “Administrative Agent”) for the purchasers of the first series of Authority Bonds, which will be issued on the Effective Date under the Bond Purchase Agreement defined herein). N. Pursuant to the Sublease and this Agreement, the Developer is required to cause the development and construction of the “Project” which consists of the Developer’s Phase 1A Infrastructure Improvements and the Convention Center (as such terms are defined herein). O. Certain Laws may require that certain of the Phase 1A Infrastructure Improvements as defined herein) be constructed in connection with the construction of the Convention Center, the Resort Hotel, and the Parking Improvements. Page 242 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 4825-3218-1203/024036-0079 P. Developer and the Public Entities desire that Developer construct the Convention Center, and in connection with the construction of the Convention Center, the Resort Hotel, and the Parking Improvements, construct the Developer’s Phase 1A Infrastructure Improvements on certain real property described in Exhibit A-3 and depicted in Exhibit B-3 attached hereto (the “Developer’s Phase 1A Infrastructure Improvements Site”, together with the Site, the “Project Site”), as set forth in this Agreement. Q. City, Authority and Developer have entered into that certain Chula Vista Bayfront Project Phase 1A Early Work Implementation and Right of Entry License Agreement, dated as of September 1, 2021 and filed in the Office of the District Clerk as Document No. 73207 (the “Early Work Agreement”), a copy of which is attached hereto as Exhibit X-1. The Early Work Agreement provides for the reimbursement of certain costs described therein by the Authority to the Developer. However, City, Authority and Developer intend that such costs be reimbursed as part of the Developer’s Phase 1A Infrastructure Improvements Costs payable hereunder to the extent such amounts are not reimbursed under the Early Work Agreement. R. City and Developer have entered into (i) that certain City of Chula Vista Reimbursement Agreement to Design Specified Bayfront Infrastructure Improvements, dated as of September 15, 2020 (the “Reimbursement Agreement”), a copy of which is attached hereto as Exhibit X-2, and (ii) that certain City of Chula Vista Reimbursement Agreement to Construct Specified Bayfront Sewer Improvements, dated as of September 15, 2020 (the “Sewer Agreement”), a copy of which is attached hereto as Exhibit X-3. Each of the Reimbursement Agreement and the Sewer Agreement provide for the reimbursement of certain costs described therein by City to Developer, and therefore such costs are excluded from the Developer’s Phase 1A Infrastructure Improvements Costs payable hereunder to avoid double counting. S. The Parties desire to enter into, and Authority has required that Developer enter into, this Agreement to establish the terms and conditions in compliance with the applicable provisions of the Authority Procurement Policy and Authority Resolution 2020-002 pursuant to which the Developer may develop and construct the Project and obtain payment for all of the eligible costs of developing and constructing the Developer’s Phase 1A Infrastructure Improvements from proceeds of the Authority Tax-Exempt Bonds and the County Funds, reimbursements pursuant to the Sewer Agreement, and credits to the Developer pursuant to the BFDIF Program, which is on file in the office of the City Clerk, and a portion of the overall costs of developing and constructing the Convention Center from the proceeds of the Authority Taxable Bonds and certain amounts to be provided by the City and Port District, all as further described herein. T. The Parties desire to provide for the development and construction of the Remaining Phase 1A Infrastructure Improvements” (as defined herein) by the Port District, pursuant to the procurement rules of the Port District. U. The Parties further desire to set forth certain provisions relating to nondisturbance, indemnification, and other continuing covenants of the Parties relating to the Resort Hotel, Parking Improvements, and Convention Center Project and the Phase IA Infrastructure Improvements which shall remain in effect for the Term hereof. Page 243 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 4825-3218-1203/024036-0079 AGREEMENT NOW THEREFORE, in consideration of the above Recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Authority, the Port District, the City, the Financing District and the Developer agree as follows: ARTICLE I DEFINITIONS 1.1. Definitions Addendum. Defined terms used in this Agreement and not specifically defined herein shall have the meanings set forth in the Definitions Addendum attached hereto, which is incorporated herein by this reference. Any reference in this Agreement to this Agreement or any other agreement is a reference to such agreement as the same may be amended or amended and restated from time to time. ARTICLE II SUBJECT OF THE AGREEMENT GENERALLY All Exhibits attached to this Agreement are incorporated into this Agreement by this reference. 2.1. Developer’s Phase 1A Infrastructure Improvements. 2.1.1. Access to the Developer’s Phase 1A Infrastructure Improvements Site. The Developer Parties shall have the non-exclusive right to enter upon the Developer’s Phase 1A Infrastructure Improvements Site in connection with the construction and development of the Developer’s Phase 1A Infrastructure Improvements commencing on the Commencement Date and ending on the earlier of the following dates: (x) as to each portion of the Developer’s Phase 1A Infrastructure Improvements Site, the date on which the Developer’s Phase 1A Infrastructure Improvements corresponding to such portion of the Developer’s Phase 1A Infrastructure Improvements Site is Accepted, (y) the date on which this Agreement is terminated, and (z) the date on which this Agreement expires. 2.1.2. Construction of Developer’s Phase 1A Infrastructure Improvements. Except as expressly provided in this Agreement, Developer shall cause the development of the Developer’s Phase 1A Infrastructure Improvements on the Developer’s Phase 1A Infrastructure Improvements Site substantially in accordance in all material respects with the Approved Drawings and Specifications for the development of the Developer’s Phase 1A Infrastructure Improvements within the timeframe described in Section 5.1, in each case, in accordance with all the terms and conditions of this Agreement. For the avoidance of doubt, Harbor Park is not included as part of the Developer’s Phase 1A Infrastructure Improvements. 2.1.3. Complete and Functional Improvements. Developer shall provide complete and functional Developer’s Phase 1A Infrastructure Improvements substantially in accordance in all material respects with the Approved Drawings and Specifications. Neither recommendation of any progress payment, nor any payment by the Authority to Developer under this Agreement, nor any use or occupancy of the Project or any part thereof by the Authority, the City, or the Port District, nor any failure to act, nor any review of a shop drawing or sample submittal, will constitute an approval Page 244 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 4825-3218-1203/024036-0079 by any of the Public Entities of work which is not completed by Developer substantially in accordance with the Approved Drawings and Specifications. The foregoing shall not limit claims pursuant to Articles XI or XII. 2.1.4. Payment of Developer’s Phase 1A Contract Sum, Reimbursements under Sewer Agreement, Credits under BFDIF Program, and Developer’s Phase 1A Project Administration Fee. In consideration for the Developer’s development and delivery of the Developer’s Phase 1A Infrastructure Improvements as required by this Agreement, (a) the Authority shall pay the Developer’s Phase 1A Contract Sum to Developer, (b) the City shall provide to Developer a credit towards the amount payable by Developer pursuant to the BFDIF Program, as a condition of developing the Resort Hotel, Parking Improvements, and Convention Center (as applicable), (c) the City shall pay to Developer amounts required to be reimbursed to Developer pursuant to the Sewer Agreement, and (d) the City shall provide payment to or credit for Developer, as applicable, in the amount of the Developer’s Phase 1A Project Administration Fee. The Authority acknowledges and agrees that, without limitation, all of the Public Entity’s Estimated Developer’s Phase 1A Infrastructure Improvements Costs identified in Exhibit C-3 are Developer’s Phase 1A Infrastructure Improvements Costs, except as noted in Exhibit C-3. The Parties acknowledge that concurrent with requesting payment of Developer’s Phase 1A Contract Sum, Developer will identify amounts to be paid pursuant to the Sewer Agreement and City will issue payment for same consistent with the terms of the Sewer Reimbursement Agreement. Further, Developer will identify BFDIF credit amounts requested with each payment request. City shall incrementally accrue BFDIF credits toward Developer’s ultimate BFDIF obligation, subject to true-up and final calculation of credits earned and BFDIF amounts to be paid to City. City shall pay (pursuant to the Sewer Agreement) or credit pursuant to the BFDIF Program), as applicable, to Developer a fee (the “Developer’s Phase 1A Project Administration Fee”) in the amount of $737,109, which shall accrue in three equal installments of $245,703 as of the sixth, eighteenth and thirtieth months following the Commencement Date, and shall be reflected on the Developer’s Phase 1A Payment Requests submitted during or after the month in which such amounts have accrued; provided, that if all Developer’s Phase 1A Infrastructure Improvements Costs have been paid to Developer prior to the thirtieth month, then the final installment of the Developer’s Phase 1A Project Administration Fee shall accrue on the date on which Developer submits to the Authority the final Developer’s Phase 1A Payment Request. Each installment of the Developer’s Phase 1A Project Administration Fee shall be paid to Developer as follows: 78% of each installment of the Developer’s Phase 1A Project Administration Fee shall be applied as an additional credit to the Developer under the BFDIF program and 22% of each installment of the Developer’s Phase 1A Project Administration Fee shall be paid as an additional reimbursement to Developer under the Sewer Reimbursement Agreement. 2.1.5. Sources of Funding for Developer’s Phase 1A Infrastructure Improvements Cost. The Parties anticipate that the sources of funding for the payment of the Developer’s Phase 1A Infrastructure Improvements Cost are as set forth on Exhibit C-2. 2.1.6. Changes to Developer’s Phase 1A Infrastructure Improvements. 2.1.6.1. Changes Requested by Developer. a. In accordance with the Authority Procurement Policy, any change to the Contract Documents or the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements shall be subject to Authority’s prior written approval, except for changes or change orders that result in none of the following (as determined in Page 245 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 4825-3218-1203/024036-0079 Authority’s reasonable discretion): (i) any additional payment by Authority in excess of the contingency set forth in the Developer’s Phase 1A Infrastructure Improvements Budget; (ii) any additional maintenance or overhead costs to the Authority; (iii) any material delay to the date on which Completion of the Developer’s Phase 1A Infrastructure Improvements occurs; (iv) any material modifications to the design or construction of the Developer’s Phase 1A Infrastructure Improvements nor (v) any adverse effect with respect to the Developer’s Phase 1A Infrastructure Improvements’ compliance with Law. Authority shall provide written approval or a reasonable basis for denial of such changes (a “Change Order Response”) within ten (10) Business Days after Authority receives written notice thereof from Developer. If Authority does not provide a Change Order Response within such ten (10) Business Day period, then Developer may provide written notice thereof to Authority. If Authority does not provide a Change Order Response within two (2) additional Business Days after receipt of such notice from Developer, then Developer shall be entitled to an Expedited Review Process as described below. Without limitation of the foregoing, Authority shall consider reasonably and in good faith any change to the Contract Documents or the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements that is proposed by Developer to address conditions affecting the Project Site that are unknown to Developer as of the Effective Date. b. Developer shall also be entitled to an Expedited Review Process for any change to the Contract Documents or the Approved Drawings and Specifications whether such change results in a change order that is subject to approval by the Authority or not) if Developer determines in good faith that such changes or change orders may be required to Complete the Resort Hotel, Parking Improvements, and Convention Center on or before the completion date set forth in the then-current CPM schedule for the Resort Hotel, Parking Improvements, and Project, a copy of which shall be provided by the Developer to the Authority. c. Each “Expedited Review Process” shall proceed as follows: Developer shall initiate each Expedited Review Process by sending notice to the Authority by electronic mail to the Authority Email Addresses. Such email shall have the subject line “RHCC Project Expedited Review Process Request” notice shall include all information necessary to enable the Authority to make a determination of whether to approve or deny the change, change order, or other request that is the subject of the Expedited Review Process. Within 24 Business Hours of receipt of such emailed notice, the applicable Expedited Review Individual shall provide either an approval, a denial, or a request for clarification and/or documentation. The response from the Expedited Review Individual shall be provided to the Developer via email. Should the Expedited Review Individual fail to respond within 24 Business Hours from the time the email initiating the Expedited Review Process is sent by the Developer, the change shall be deemed disapproved. d. In the event of a deemed disapproval under Section 2.1.6.1c, Developer may proceed in accordance with the Contract Documents and Approved Drawings and Specifications then in existence, without the requested change, or may request approval of an alternative change through an Expedited Review Process as described in this Section. e. If Authority disapproves a requested change or change order and Authority’s Change Order Response indicates that the sole reason for such disapproval is the increased cost of the proposed change pursuant to Section 2.1.6.1(a)(i), then Developer may elect to require Authority to approve the change; provided that the increased cost of such change will not constitute a Developer’s Phase 1A Infrastructure Improvements Cost and Authority shall have no obligation to pay or reimburse Developer for the cost of such change; provided, however, that if upon Page 246 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 4825-3218-1203/024036-0079 Acceptance of the Developer’s Phase 1A Infrastructure Improvements and payment of all Developer’s Phase 1A Infrastructure Improvements Cost, the total Developer’s Phase 1A Infrastructure Improvements Cost was less than the total original Developer’s Phase 1A Infrastructure Improvements Budget (as revised from time to time to reflect any change order requested by a Public Entity), the Authority shall reimburse Developer for the increased costs associated with such change orders actually paid by Developer pursuant to this Section, without interest, up to the amount by which the original Developer’s Phase 1A Infrastructure Improvements Budget (as revised from time to time to reflect any change order requested by a Public Entity) exceeds the actual final amount of the Developer’s Phase 1A Infrastructure Improvements Cost paid to Developer. Developer shall provide written notice to Authority of its election to proceed with a change without Authority approval pursuant to this Section 2.1.6.1e. f. All changes and change orders requested pursuant to this Section 2.1.6.1 shall be requested by Developer by email delivered to the Authority Email Addresses with a subject line indicating a “Developer’s Phase 1A Infrastructure Improvements Change” is being requested. 2.1.6.2. Changes Requested by Authority. Developer shall meet and confer in good faith with Authority regarding, and will reasonably consider in good faith, any changes that Authority desires to make to the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements, and Developer shall use commercially reasonable efforts to implement any such changes, to the extent Developer reasonably determines that such changes result in none of the following: (i) any delay to the date on which Completion of the Developer’s Phase 1A Infrastructure Improvements occurs; (ii) any adverse effect with respect to the Developer’s Phase 1A Infrastructure Improvements’ compliance with Law nor (iii) any adverse effect on the development, maintenance or operation of (including any adverse effect on the compliance with Law by) the Convention Center or the Private Improvements (as defined in the Ground Lease). Subject only to the following sentence, if and to the extent changes requested by the Authority and approved by the Developer under this Section result in a net increase in the Developer’s Phase 1A Infrastructure Improvements Costs, then the net increase in Developer’s Phase 1A Infrastructure Improvements Costs resulting from such change shall be paid as follows: (A) by the City, if the City requested the change; (B) by the Port District, if the Port District requested the change; and (C) by the City and Port District, equally, or in such other proportion as may be agreed to by the City and Port District; provided that the Developer shall not be required to implement the requested change until the Authority has confirmed to the Developer in writing which Public Entity will be responsible for payment of such increased cost and such amounts are deposited into the appropriate subaccounts under the Indenture pursuant to Section 2.1.6.3 below. Changes required to comply with this Agreement, Contemporaneous Agreements, permits, the CDP, or Laws shall not be considered requested by the Authority, the Port District, or the City under this Section 2.1.6.2. 2.1.6.3. If the City is required to contribute money to pay all or a portion of the increased Developer’s Phase 1A Infrastructure Improvements Costs relating to a change approved pursuant to Section 2.1.6.2, then the City shall deposit the required amount into the Phase 1A Infrastructure Improvements Subaccount of the 2022B Construction Account. If the Port District is required to contribute money to pay all or a portion of the increased Developer’s Phase 1A Infrastructure Improvements Costs relating to a change pursuant to Section 2.1.6.2, then the Port District shall deposit the required amount into the Phase 1A Infrastructure Improvements Subaccount of the 2022B Construction Account. Page 247 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 4825-3218-1203/024036-0079 2.1.6.4. Nothing in this Agreement amends or waives the regulatory process for amending permits or plans approved by the City or the Port District, which shall be governed by the City’s and Port District’s established entitlement and permitting processes and applicable Laws. 2.2. Convention Center. Developer shall cause the development of the Convention Center substantially in accordance in all material respects with the Convention Center Plans, within the timeframe described in Section 5.1 and in accordance with all the terms and conditions of this Agreement. 2.2.1. Complete and Functional Improvements. Developer shall provide a complete and functional Convention Center substantially in accordance in all material respects with the Convention Center Plans and the Convention Center Costs incurred shall not be less than the Project Public Investment Amount. 2.2.2. Payment of Convention Center Costs. In consideration for the work performed or caused to be performed by Developer pursuant to this Section 2.2, the Authority shall pay the Convention Center Contract Sum to Developer pursuant to the procedures set forth in Section 9.2. 2.3. Sweetwater Park. Port District shall Sufficiently Complete development of Sweetwater Park. “Sufficient Completion” or “Sufficiently Complete” means that the Port District, in its sole and good faith discretion, determines that Sweetwater Park, as developed, satisfies the following criteria: (1) the Sweetwater Park on parcel S2 shall be open to the public and include improvements such as landscaping, public parking lots and restrooms, which may be temporary in nature and (2) the development within the Transition Buffer Areas and Limited Use zones of parcel SP-1 and the fencing of the No Touch Buffer Area of parcel SP-1 shall be completed. The Transition Buffer Areas and Limited Use zones of parcel SP-1 and the No Touch Buffer Area of parcel SP-1 are described in the certified PMP. Port District may, in its sole and absolute discretion, further develop Sweetwater Park following achievement of Sufficient Completion, including but not limited to the development of additional features, elements and/or landscaping, without any obligation to the Developer and without requiring Developer’s approval or consent. 2.3.1. Sweetwater Park Updates. Until such time as Developer exercises a Sweetwater Park Option, Port District shall provide, not less frequently than monthly, written updates to the Developer of the progress of the development of Sweetwater Park and shall provide written notice to Developer when Port District determines that Sweetwater Park is Sufficiently Complete. 2.3.2. First Sweetwater Park Option. Port District shall provide written notice to Developer at least thirty (30) days before Port District advertises for bids for the construction of Sweetwater Park and shall provide Developer with all Sweetwater Park Materials to the extent available at such time. On or before 5:00 p.m. (Pacific Time) on the last day of such thirty (30) day period (such date, the “First Sweetwater Park End Date”), Developer may, but shall not be obligated to, exercise the option to Sufficiently Complete Sweetwater Park (the “First Sweetwater Park Option”). If Developer exercises the First Sweetwater Park Option, then: (a) Sweetwater Park shall thereafter be considered part of Developer’s Phase 1A Infrastructure Improvements for purposes of this Agreement (except as otherwise set forth herein), and Developer shall expeditiously Sufficiently Complete Sweetwater Park, and (b) subject to section 2.3.2.1, Developer’s costs to Page 248 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 4825-3218-1203/024036-0079 Sufficiently Complete Sweetwater Park shall be considered Developer’s Phase 1A Infrastructure Improvements Costs and shall thereafter be payable in the same manner as other Developer’s Phase 1A Infrastructure Improvements Costs. 2.3.2.1. Developer may exercise the First Sweetwater Park Option only by giving written notice to the Port District and the Authority (which notice must be acknowledged by the Permitted Lenders), with a copy to the Administrative Agent (“First Developer Completion Notice”) prior to the First Sweetwater Park End Date. If Developer does not deliver the First Developer Completion Notice prior to the First Sweetwater Park End Date, then (a) the First Sweetwater Park Option shall terminate, and (b) the Port District shall expeditiously continue development of the Sweetwater Park until Sufficiently Complete. Notwithstanding delivery of the First Developer Completion Notice, Developer shall not commence any development work for Sweetwater Park at the Remaining Phase 1A Infrastructure Improvements Site until the Developer has the right to enter upon the Remaining Phase 1A Infrastructure Improvements Site in accordance with Section 2.3.2.4 below. Notwithstanding the foregoing, Developer may commence any other work for the performance of the Sweetwater Park that does not require access to the Remaining Phase 1A Infrastructure Improvements commencing on the first calendar day after Developer exercises the First Sweetwater Park Option. The Authority will not issue payment to Developer for work performed on Sweetwater Park if Developer does not exercise any of the First Sweetwater Park Option or the Second Sweetwater Park Option (as defined below). If Developer exercises the First Sweetwater Park Option, then with respect to Sweetwater Park, Developer shall be entitled to reimbursement only of costs incurred by Developer from and after the date the First Developer Completion Notice is delivered to Port District. 2.3.2.2. If Developer timely delivers the First Developer Completion Notice, then (a) Developer shall Sufficiently Complete Sweetwater Park in accordance with Sweetwater Park Materials on or before the Outside Construction Completion Date, and (b)within five (5) Business Days after Port District’s timely receipt of the First Developer Completion Notice, Port District shall deliver to Developer the Sweetwater Park Materials that have not previously been delivered to Developer. After Developer has delivered the First Developer Completion Notice, the Port District shall reasonably cooperate with Developer, at no cost or expense to Developer, in seeking any consent to Developer’s use of such Sweetwater Park Materials reasonably requested by Developer from the preparer or issuer of any Sweetwater Park Materials. 2.3.2.3. [Reserved]. 2.3.2.4. If Developer exercises the First Sweetwater Park Option, the Developer Parties shall have the non-exclusive right to enter upon the Remaining Phase 1A Infrastructure Improvements Site in connection with the construction and development of Sweetwater Park commencing on the First Sweetwater Park End Date and ending on the earlier of the following dates: (x) the date on which Sweetwater Park is Accepted; and (y) the date on which this Agreement is terminated. 2.3.2.5. If Developer exercises the First Sweetwater Park Option, Developer’s failure to Sufficiently Complete Sweetwater Park by the Original Outside Construction Completion Date shall in no event relieve Developer of the obligation to pay Construction Late Charges. Page 249 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 4825-3218-1203/024036-0079 2.3.3. Second Sweetwater Park Option. If Developer does not exercise the First Sweetwater Park Option and the development of Sweetwater Park is not Sufficiently Complete on or before the Second Sweetwater Park End Date, then Developer may, but shall not be obligated to, exercise the option to Sufficiently Complete Sweetwater Park (the “Second Sweetwater Park Option”; and, together with the First Sweetwater Park Option, the “Sweetwater Park Option”). If Developer exercises the Second Sweetwater Park Option, then: (a) Sweetwater Park shall thereafter be considered part of Developer’s Phase 1A Infrastructure Improvements for purposes of this Agreement (except as otherwise set forth herein), and Developer shall expeditiously Sufficiently Complete Sweetwater Park and (b) subject to Section 2.3.3.1, Developer’s costs to Sufficiently Complete Sweetwater Park shall be considered Developer’s Phase 1A Infrastructure Improvements Costs and shall thereafter be payable in the same manner as other Developer’s Phase 1A Infrastructure Improvements Costs. The Second Sweetwater Park Option shall terminate upon Port District irrevocably notifying Developer that Sweetwater Park is Sufficiently Complete. 2.3.3.1. Developer may exercise the Second Sweetwater Park Option only by giving written notice to the Port District and the Authority (which notice must be acknowledged by the Permitted Lenders), with a copy to the Administrative Agent (“Second Developer Completion Notice”) within ten (10) Business Days after the Second Sweetwater Park End Date, but not sooner than ten (10) days prior to the Second Sweetwater Park End Date. If Developer does not deliver the Second Developer Completion Notice within the time stated in this Section 2.3.3.1, then a) the Second Sweetwater Park Option shall terminate at 5:00 p.m. (Pacific Time) on the date that is ten (10) Business Days after the Second Sweetwater Park End Date and Developer shall have no further remedy against Port District with respect to the development of Sweetwater Park, and (b) the Port District shall expeditiously continue development of Sweetwater Park until Sufficiently Complete. Notwithstanding delivery of the Second Developer Completion Notice, Developer shall not commence any development work for Sweetwater Park at the Remaining Phase 1A Infrastructure Improvements Site until the Developer has the right to enter upon the Remaining Phase 1A Infrastructure Improvements Site in accordance with Section 2.3.3.4 below. Notwithstanding the foregoing, Developer may commence any work for the performance of the Sweetwater Park that does not require access to the Remaining Phase 1A Infrastructure Improvements commencing on the first calendar day after the Second Sweetwater Park End Date. The Authority will not issue payment to Developer for work performed on Sweetwater Park if the Port District Sufficiently Completes Sweetwater Park by the Second Sweetwater Park End Date or if Developer does not exercise any of the Second Sweetwater Park Option or the First Sweetwater Park Option. If Developer exercises the Second Sweetwater Park Option, then with respect to Sweetwater Park, Developer shall be entitled to reimbursement only of costs incurred by Developer from and after Developer’s exercise of the Second Sweetwater Park Option. Developer shall not request reimbursement for such costs until after the Second Sweetwater Park End Date. 2.3.3.2. If Developer timely delivers the Second Developer Completion Notice, then (a) Developer shall Sufficiently Complete Sweetwater Park in accordance with the Sweetwater Park Materials on or before the Outside Construction Completion Date, and (b) within five (5) Business Days after Port District’s timely receipt of the Second Developer Completion Notice, Port District shall (i) issue a notice of termination under any outstanding Sweetwater Park Construction Contracts and (ii) deliver to Developer the Sweetwater Park Materials that have not previously been delivered to Developer. After the Developer has delivered the Second Developer Completion Notice, the Port District shall reasonably cooperate with Developer, at no cost or expense to the Developer, in seeking any consent from the preparer or issuer of any Sweetwater Park Materials. If Port District fails to issue a notice of termination under any outstanding Sweetwater Page 250 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 4825-3218-1203/024036-0079 Park Construction Contract within five (5) Business Days after Port District’s timely receipt of the Second Developer Completion Notice as set forth above, then Developer shall have the right to issue such notice of termination on behalf of Port District and on Developer’s own behalf pursuant to Section 2.3.4.2. 2.3.3.3. Prior to delivery of the Second Developer Completion Notice, but not sooner than six (6) months prior to the Second Sweetwater Park End Date, Developer may request, and Port District shall from time-to-time provide, within ten (10) Business Days after Developer’s request therefor, (i) copies of the Sweetwater Park Materials, all outstanding construction, development and design documents related to Sweetwater Park (including, without limitation, construction contracts, pay applications and architect certifications), at Developer’s sole cost and expense, and (ii)a written description of the work that remains uncompleted in order to cause Sweetwater Park to be Sufficiently Complete. 2.3.3.4. If Developer exercises the Second Sweetwater Park Option, the Developer Parties shall have the non-exclusive right to enter upon the Remaining Phase 1A Infrastructure Improvements Site in connection with the construction and development of Sweetwater Park commencing on the date that is the later of (a) ten (10) days after Developer exercises the Second Sweetwater Park Option or (b) the day after the Second Sweetwater Park End Date and ending on the earlier of the following dates: (x) the date on which Sweetwater Park is Accepted; and (y) the date on which this Agreement is terminated. 2.3.3.5. If Developer exercises the Sweetwater Park Option, Developer’s failure to Sufficiently Complete Sweetwater Park by the Original Outside Construction Completion Date shall in no event relieve Developer of the obligation to pay Construction Late Charges. 2.3.3.6. Each Sweetwater Park Design Contract is hereby assigned by Port District to Developer; provided, that such assignment shall be effective only upon Developer’s exercise of the Second Sweetwater Park Option and only for those Sweetwater Park Contracts that Developer accepts by notifying Port District and the counterparty to such Sweetwater Park Contract in writing. When the Developer accepts the assignment of a Sweetwater Park Design Contract, Developer assumes Port District’s rights and obligations under such Sweetwater Park Design Contract, but in the case of obligations, only to the extent such obligations are to be performed after the date Developer accepts the assignment. Port District shall not assign any Sweetwater Park Design Contract to, or grant a security interest in any Sweetwater Park Design Contract in favor of, any person or entity other than Developer. Port District hereby grants to Developer a security interest in the Sweetwater Park Design Contracts to secure Port District’s obligations under the preceding sentence of this Section 2.3.3.6, and Port District shall take such steps as may be reasonably requested by Developer to evidence and perfect such security interest (including, without limitation, by authorizing Developer to file a UCC-1 financing statement with respect to the Sweetwater Park Design Contracts). Developer shall not assign its security interest in any Sweetwater Park Design Contract, except that it may assign or collaterally assign such security interest to a permitted assignee, or permitted collateral assignee, of this Agreement. 2.3.4. Sweetwater Park Contracts. 2.3.4.1. Port District shall include in each Sweetwater Park Design Contract (or, to the extent that any Sweetwater Park Design Contract exists as of the Effective Date, amend such Sweetwater Park Design Contract to include): (a) a provision that permits Port District Page 251 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 4825-3218-1203/024036-0079 or its successors or assignees) or Developer to terminate such Sweetwater Park Design Contract for convenience upon not more than ten (10) days’ prior written notice, (b) to the extent applicable, a provision that Developer is entitled to use any drawings, plans or specifications prepared under such Sweetwater Park Design Contract in connection the construction or development of Sweetwater Park, and (c) the following provision with appropriate conforming modifications: “[Contractor] consents to the assignment of [Port District’s] rights and obligations in this [Sweetwater Park Design Contract] by [Port District] to RIDA Chula Vista, LLC, its assigns and/or its lenders and their respective assigns (“Developer Parties”), and agrees that the warranties and obligations hereunder shall inure to the benefit of Developer Parties, all as if Developer Parties were a party of this Sweetwater Park Design Contract]. Such assignment will be effective when a Developer Party delivers to [Contractor] and [Port District] a notice accepting such assignment and assuming Port District’s obligations under this [Sweetwater Park Design Contract] from and after the date of such notice. From and after Contractor’s receipt of such notice, [Contractor] will treat such Developer Party as the [Port District] under this [Sweetwater Park Design Contract].” To the extent that Developer assumes Port District’s obligations under any Sweetwater Park Design Contract, Developer may pay any amounts that are owing to the counterparty under such Sweetwater Park Design Contract which result from a breach by Port District under such Sweetwater Park Design Contract, and such payments shall constitute Developer’s Phase 1A Infrastructure Improvements Costs. Unless Developer does not exercise the First Sweetwater Park Option prior to the First Sweetwater Park End Date and does not exercise the Second Sweetwater Park Option prior to the Second Sweetwater Park End Date, Port District shall neither assign nor terminate any Sweetwater Park Design Contract without Developer’s prior written consent, which shall not be unreasonably withheld or delayed. 2.3.4.2. Port District shall include in each Sweetwater Park Construction Contract (or, to the extent that any Sweetwater Park Construction Contract exists as of the Effective Date, amend such Sweetwater Park Construction Contract to include): (a) a provision that permits Port District (or its successors or assignees) or Developer to terminate such Sweetwater Park Construction Contract for convenience upon not more than ten (10) days’ prior written notice, and b) the following provision with appropriate conforming modifications: “[Contractor] agrees that RIDA Chula Vista, LLC, its assigns and/or its lenders and their respective assigns (“Developer Parties”) shall have the right to terminate this [Sweetwater Park Construction Contract] pursuant to cross-reference termination for convenience provision] of this Sweetwater Park Construction Contract as if Developer Parties were a party of this [Sweetwater Park Construction Contract]. Such termination will be effective when a Developer Party delivers to [Contractor] and [Port District] a notice of termination pursuant to such Section. Notwithstanding anything to the contrary in this Sweetwater Park Construction Contract], no Developer Party shall have any obligations under this Sweetwater Park Construction Contract].” 2.3.4.3. Developer shall have no right to accept assignment of a Sweetwater Park Design Contract or to terminate for convenience a Sweetwater Park Design Contract or Sweetwater Park Construction Contract, unless and until Developer exercises the First Sweetwater Park Option or the Second Sweetwater Park Option, as applicable. Developer shall provide any notice of its acceptance of assignment or notice of termination for convenience excluding any notice of termination for convenience after Developer’s acceptance of assignment of the applicable contract) to the Port District and the counterparty of the respective contract within thirty (30) days following delivery of the First Developer Completion Notice or the Second Developer Completion Notice, as applicable. Page 252 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 4825-3218-1203/024036-0079 2.3.5. Sweetwater Park Materials. Port District shall use commercially reasonable efforts to deliver the Sweetwater Park Materials to Developer pursuant to Section 2.3.3.3 or as soon as practicable after Developer exercises the First Sweetwater Park Option or the Second Sweetwater Park Option. After Developer exercise the First Sweetwater Park Option or the Second Sweetwater Park Option, Developer shall have the right to use any and all plans, drawings and specifications that constitute Sweetwater Park Materials for construction and development of Sweetwater Park. The Sweetwater Park Materials (other than the Sweetwater Park Design Contracts that are assumed by Developer) shall remain the property of the Port District, and Developer shall return or deliver all such Sweetwater Park Materials to the Port District upon Acceptance of Sweetwater Park. 2.3.6. The Port and the Authority represent that based on a 60% Cost Estimate prepared by KTU+A dated January 25, 2022 for the Remaining Phase 1A Improvements, which includes a scope of work adequate for Sufficient Completion, attached hereto as Exhibit D-1-C Engineering Budget”), as of the Date of Agreement, the Authority has identified funds as shown on Exhibit D-1-B that cover the cost of the Engineering Budget provided as Exhibit D-1-C. ARTICLE III DURATION OF AGREEMENT 3.1. Term of Agreement. This Agreement shall become effective on the Effective Date, and the term of this Agreement (the “Term”) shall extend until the earlier of (a) the termination of this Agreement by the Public Entities according to the termination provisions herein, (b) the termination of the Sublease according to Sections 5.1 or 5.2 of the Sublease (unless Authority provides written notice to Developer within ten (10) Business Days after the termination of this Agreement directing Developer to complete the Developer’s Phase 1A Infrastructure Improvements, in which case (i) except with respect to obligations that expressly survive the termination of this Agreement, Developer shall have no further obligations hereunder with respect to the Convention Center and (ii) the Term shall end upon Acceptance of all Developer’s Phase 1A Infrastructure Improvements and (if Developer has exercised a Sweetwater Park Option) the Acceptance of Sweetwater Park, or (c) the later of (i) the termination or expiration of the Sublease and (ii) the occurrence of the Expansion Date under and as defined in the Ground Lease. Notwithstanding the foregoing, but subject to the next sentence of this Section 3.1, if the Sublease terminates according to Sections 5.1 or 5.2 of the Sublease, but the Ground Lease remains in effect, then (x) Developer shall have no further obligations hereunder with respect to the Convention Center, but this Agreement shall otherwise remain in effect (including with respect to Developer’s Phase 1A Infrastructure Improvements and Sweetwater Park (including with respect to the payment for each of the foregoing)) and (y) the Term shall end upon Acceptance of all Developer’s Phase 1A Infrastructure Improvements and (if Developer has exercised a Sweetwater Park Option) the Acceptance of Sweetwater Park. Notwithstanding anything to the contrary herein, the Term shall not extend beyond sixty-six (66) years from the Effective Date. ARTICLE IV PROJECT COSTS 4.1. Phase 1A Infrastructure Improvements. The provisions of Section 4.1.1 and each subsection thereof shall apply only to the Developer’s Phase 1A Infrastructure Improvements. Page 253 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 4825-3218-1203/024036-0079 4.1.1. Public Entity’s Estimated Developer’s Phase 1A Infrastructure Improvements Cost. 4.1.1.1. The aggregate Public Entity’s Estimated Developer’s Phase 1A Infrastructure Improvements Cost is $42,301,555.00 (including contingency), as shown in Exhibit C-3 attached hereto. Developer’s Phase 1A Infrastructure Improvements Budget as of the Effective Date is attached as Exhibit C-3 hereto. Developer may modify from time to time the Developer’s Phase 1A Infrastructure Improvements Budget reasonably and in good faith and shall provide written notice of any such modification to the Public Entities. The Developer’s Phase 1A Infrastructure Improvements Budget shall indicate the Guaranteed Maximum Price for the General Contractor’s services, which shall not be increased unless (a) the General Contractor is entitled to an increase under the General Contract or (b) as otherwise expressly agreed by the Authority in writing, in the Authority’s sole and absolute discretion. 4.1.1.2. If, at any time, Developer definitively establishes that the amount expended on the Developer’s Phase 1A Infrastructure Improvements will exceed the amount set forth in the Developer’s Phase 1A Infrastructure Improvements Budget (including contingency amounts), Developer shall promptly, and in any case not more than ten (10) Business Days after the Developer definitively establishes the amount of the increase, notify the Executive Director thereof in writing. This written notification shall include an itemized cost estimate and, to the extent feasible, a list of recommended revisions (e.g., deductive changes) which Developer believes will bring the cost to within the amount set forth in the Developer’s Phase 1A Infrastructure Improvements Budget. The Authority may either: (i) approve an increase in the Developer’s Phase 1A Infrastructure Improvements Budget (which approval shall not be unreasonably withheld, conditioned, or delayed) or (ii) reasonably value engineer, delete or replace subcomponents of a component of the Developer’s Phase 1A Infrastructure Improvements so that the Developer’s Phase 1A Infrastructure Improvements can be constructed for the amount set forth in the Developer’s Phase 1A Infrastructure Improvements Budget, but only if such modification neither has a material and adverse effect on the design, development, or construction of the Resort Hotel, the Parking Improvements, or the Project nor delays the Completion of the Resort Hotel, the Parking Improvements or the Project. 4.1.2. Approved Drawings and Specifications for the Developer’s Phase 1A Infrastructure Improvements. As of the Effective Date, each of the Port District and the City has reviewed and approved the Approved Drawings and Specifications for the Developer’s Phase 1A Infrastructure Improvements. 4.2. Convention Center. The provisions of Section 4.2 and each subsection thereof shall apply only to the Convention Center. 4.2.1. Estimated Convention Center Cost. The aggregate Estimated Convention Center Cost is $366,155,925.00. The Convention Center Budget as of the Effective Date is attached as Exhibit P hereto. Developer may modify from time to time the Convention Center Budget reasonably and in good faith and shall provide written notice of any such modification to the Public Entities. 4.3. Cost Reporting. Developer shall, during the Term and, with respect to each record, for a period of seven (7) years after the date such record is created (or such longer period as Developer may decide in its sole discretion), use commercially reasonable efforts to maintain customary records of construction costs incurred by Developer in connection with the Project. Such Page 254 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 16 4825-3218-1203/024036-0079 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. Such records may be in electronic format. Developer shall furnish to Authority an itemized statement of the construction costs incurred and paid by Developer in connection with the Improvements, as applicable, within thirty (30) days after Developer receives Authority’s request therefor (which request shall not be provided to Developer until the respective Improvements have been Completed). The statement shall be sworn to and signed, under penalty of perjury, by Developer as fairly representing, to the best of Developer’s knowledge, the construction costs incurred and paid by Developer. Should Developer perform any construction with its own personnel, Developer shall during the Term and, with respect to each record, for a period of seven (7) years after the date of such record (or such longer period as Developer may decide in its sole discretion), 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, the Convention Center, or at such other location in San Diego County, California as is reasonably acceptable to Authority. Authority 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, and the accuracy of the aforesaid statement. In the event Developer does not make available the original books and records at the Project Site, the Convention Center, or at such other location in San Diego County, California, then Developer agrees to pay all expenses incurred by the Authority Parties, as applicable, in conducting an audit at the location where said books and records are maintained. After the seven (7) year period has expired for any record subject to this Section 4.3, Developer shall deliver the original or an electronic copy of such record to Authority at the address set forth in Section 26.1 or such other location designated by Authority in writing, which may include the main offices of the City; provided, however, that Developer may elect to deliver all of the records subject to this Section 4.3 that expire in a given year at one time, in one delivery, within twelve (12) months after the end of the applicable year. ARTICLE V CONSTRUCTION OF THE PROJECT AND THE REMAINING PHASE 1A INFRASTRUCTURE IMPROVEMENTS 5.1. Construction of the Project. 5.1.1. Commencement and Completion of the Project. 5.1.1.1. Following the Commencement Date, but not later than the Outside Construction Commencement Date, Developer shall commence the construction of the Project. Developer shall be deemed to have commenced the construction of the Project when Developer delivers a notice to proceed with respect to the construction of the Project to Developer’s contractor. Thereafter, Developer shall, subject to the terms of Section 5.5, diligently proceed with the construction of the Project to Completion, and Complete the Project by the Outside Construction Completion Date. Without limiting the generality of the foregoing, Developer acknowledges and agrees that the cessation of construction of the Project for more than thirty (30) consecutive days shall, unless caused by a Force Majeure Event, be deemed a failure by Developer to diligently proceed with 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 if Developer does not resume construction of the Project within ten (10) days after Developer receives notice thereof from Page 255 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 17 4825-3218-1203/024036-0079 Authority which notice shall include the following language: “FAILURE BY DEVELOPER TO RESUME CONSTRUCTION OF THE PROJECT (AS SUCH TERM IS DEFINED IN THE PROJECT IMPLEMENTATION AGREEMENT) WITHIN TEN (10) DAYS AFTER THE DATE DEVELOPER RECEIVES, OR IS DEEMED TO HAVE RECEIVED, THIS NOTICE SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE PROJECT IMPLEMENTATION AGREEMENT”. 5.1.1.2. The Convention Center Plans have been previously approved in writing by Port District, Authority and City. Changes to the Convention Center Plans must be approved by the Authority in writing, in Authority’s sole and absolute discretion, and, once approved, shall be considered a part of the “Convention Center Plans”; provided, however, Authority’s approval of any change in the Convention Center Plans shall not be required if: (a) such change does not result in a use that is not a Permitted Use, (b) such change does not require modifications to the Convention Center Plans for the structural portions of the Convention Center, c) such change does not change the design principles of the exterior appearance of the Convention Center (if any), as set forth in the CDP, (d) such change is in compliance with the Chula Vista Building Code, (e) such change is in compliance with, and does not violate the provisions of, the PMP, CDP, the EIR, CVBMP Documents and any other Laws, (f) such change does not trigger any storm water construction BMP permit or permanent structural BMP permit or alterations to existing permanent structural BMPs, and (g) such change does not pave any area greater than twenty-five (25) square feet unless Developer has previously secured the approval to perform such work from all applicable Governmental Authorities, including the Authority. Within thirty (30) days of the Authority’s notice to Developer, Developer shall provide to Authority a reasonably detailed explanation of all changes that Developer has made to the Convention Center Plans without the Authority’s approval pursuant to this Section 5.1.1, including, without limitation, an explanation of why such change did not require approval from the Authority, and copies of the revised Convention Center Plans showing the changes, and Authority shall have thirty (30) days from the receipt of such information to object to the changes to the Convention Center Plans as requiring the Authority’s approval as provided in this Section 5.1.1.2. The Convention Center Plans are by this reference made a part hereof. In the event of any inconsistency between the Convention Center Plans and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. 5.1.1.3. In constructing the Project, Developer shall comply with all Construction Requirements set forth in Exhibit E attached hereto and all Laws, including, without limitation, the PMP requirements, mitigation measures or conditions of approval under the terms of any of the approvals by any Governmental Authority for the Project, including any CDPs applicable to the Project Site or the use or development thereof and any conditions of approval or mitigation measures or Project changes pursuant to any environmental review under CEQA. 5.1.2. Initial Public Financing Payments; Construction Late Charge. Developer hereby acknowledges that if the Resort Hotel, Parking Improvements, and Convention Center are not Complete by the Original Outside Construction Completion Date, Authority Parties, Port District Parties, Financing District Parties, and City Parties will incur costs not contemplated by this Agreement, the Ground Lease and the Convention Center Leases. Accordingly, in the event Developer does not Complete the Resort Hotel, Parking Improvements, and Convention Center by the Original Outside Construction Completion Date, then, beginning with the first month following the Original Outside Construction Completion Date, and monthly thereafter until the Resort Hotel, Parking Improvements, and Convention Center are Complete, the Developer shall, on or before the first day of each such month, pay to the Trustee, as assignee of Authority under the Authority Page 256 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 18 4825-3218-1203/024036-0079 Indenture, the payments (collectively referred to as the “DPFP”) based on the formula set forth below (collectively, “Construction Late Charges”). The Parties further agree that the Construction Late Charges apply whether or not Developer receives notice of its failure to Complete the Convention Center, Resort Hotel, or Parking Improvements, and that said Construction Late Charges are appropriate to compensate the City, Port District, Financing District, and Authority, and are the sole compensation and remedy of the Public Entities, for the Developer’s failure to construct the Resort Hotel, Convention Center, Developer’s Phase 1A Infrastructure Improvements, or the Parking Improvements by the Original Outside Construction Completion Date, including any loss resulting from the loss of revenues that the Authority Parties, the Port District Parties, the Financing District Parties and the City Parties would have received if the Resort Hotel, Convention Center, Parking Improvements, and Developer’s Phase 1A Infrastructure Improvements had been Completed by the Original Outside Construction Completion Date. Notwithstanding the preceding sentence, Developer acknowledges and agrees that, as and to the extent provided in the next sentence, there will be an Event of Default for the failure to Complete the Convention Center if (a) Developer fails to Complete the Convention Center by the date that is three hundred sixty-five (365) days after the Outside Construction Completion Date (the “Extended Construction Period Deadline”) (as extended as a result of a Force Majeure Event or Municipal Breach) (“Late Completion”) and (b) either (i) without limiting Section 21.1.1, Developer does not pay the Construction Late Charges each month until Completion of the Convention Center (a “Construction Late Charge Failure”) or (ii) if Developer can reasonably Complete the Convention Center within thirty (30) days of the Extended Construction Period Deadline, Developer does not Complete the Convention Center within such thirty (30) days, and if the nature of the Completion of the Convention Center is such that Developer cannot reasonably Complete the Convention Center within such thirty (30) days, Developer does not diligently commence such cure within such thirty (30) days or thereafter fails to diligently proceed to rectify and cure such failure (a “Completion Cure Failure”, and any Completion Cure Failure or any Construction Late Charge Failure, a “Post-Late Completion Failure”). Developer acknowledges and agrees that if Late Completion occurs and any Post-Late Completion Failure occurs, then the Public Entities may declare an Event of Default for failure to Complete the Convention Center, and such Event of Default shall constitute a cross-default under the Ground Lease and the Sublease, if Developer does not cure its Post-Late Completion Failure within thirty 30) days of receipt of notice from the Authority, and Developer shall not be entitled to any additional cure periods under Article XXI herein. Developer acknowledges and agrees that the payment of Construction Late Charges does not constitute an exclusive remedy for any Event of Default under this Agreement for failure to construct the Convention Center or the Developer’s Phase 1A Infrastructure Improvements, Event of Default under the Sublease for failure to Complete the Convention Center, or Event of Default under the Ground Lease for failure to Complete the Resort Hotel and Parking Improvements. Each of the Public Entities acknowledges and agrees that if Developer fails to Complete the Convention Center, the Resort Hotel and Parking Improvements, Developer shall only be required to pay one set of Construction Late Charges monthly and such Construction Late Charges shall not be doubled. Without limiting the generality of the foregoing, Developer acknowledges and agrees that the cessation of construction of the Convention Center for more than thirty (30) consecutive days shall, unless caused by a Force Majeure Event or Municipal Breach, be deemed a failure by Developer to diligently proceed with the construction of the Convention Center to Completion and shall constitute an Event of Default under this Agreement without further notice or cure right by Developer if Developer does not resume construction of the Convention Center within ten (10) days after Developer receives notice thereof from the Public Entities which notice shall include the following language: “FAILURE BY DEVELOPER TO RESUME CONSTRUCTION OF THE CONVENTION CENTER (AS SUCH TERM IS DEFINED IN THE PROJECT IMPLEMENTATION AGREEMENT) WITHIN TEN (10) Page 257 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 19 4825-3218-1203/024036-0079 DAYS AFTER THE DATE DEVELOPER RECEIVES, OR IS DEEMED TO HAVE RECEIVED, THIS NOTICE SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE PROJECT IMPLEMENTATION AGREEMENT”. Calculation of DPFP Formula: DPFP = Example of Calculation of DPFP: Assuming the following annual amounts: Annual PDSO: $18,000,000 Annual EF: $4,000,000 Annual DSP: $4,000,000 DPFP = DPFP = DPFP = $833,333.33 For purposes of this Section 5.1.2: District Support Payment” or “DSP” means, with respect to any Fiscal Year, the Annual Support Payments under and as defined in the Port Support Agreement as of the Effective Date that are due and payable during such Fiscal Year. Existing Funds” or “EF” means, collectively, with respect to any Fiscal Year, moneys in an amount equivalent to each of the following sources of funds described in (i), (ii), and (iii), actually received by the Port District or the City, during such Fiscal Year: i) the Real Estate Revenues (defined below) received by the Port District during the preceding Fiscal Year, which Real Estate Revenues shall be subject to adjustment pursuant to Section 5.1.3 below; ii) the TOT attributable to the RV Park Lease; and iii) an amount equal to $986,625.00, increasing 3% on July 1 of each year, commencing July 1, 2017, which amount is based on the payment made by the Port District to the City in Fiscal Year 2016 pursuant to that certain Municipal Services Agreement No. 88-2012 between the Port District and the City for the provision of Police, Fire and Emergency Medical Services. Page 258 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 20 4825-3218-1203/024036-0079 Real Estate Revenues” means all funds actually received by the Port District from the following items on a yearly basis: a) the funds actually received by the Port District from the premises that are the subject of the real estate agreements as of the date hereof (each, the “Original Premises”) set forth in Exhibit I (each, a “Real Estate Agreement” and collectively, the “Real Estate Agreements”); provided, however, if any of the Real Estate Agreements are renewed, replaced, assigned, or amended after the Effective Date but before the date on which the Support Agreement terminates in accordance with its terms, then on and after such renewal, replacement, assignment, or amendment, as applicable, the following shall apply: 1) if the Original Premises for such Real Estate Agreement remains the same, then the contribution of the Port District shall be the funds actually received by the Port District from such Real Estate Agreement regardless of whether such amounts are the same as, less, or more than previously contributed by the Port District under such Real Estate Agreement; 2) if the Original Premises for such Real Estate Agreement are decreased either in size or configuration, then the contribution of the Port District shall be the funds actually received by the Port District from such Real Estate Agreement regardless of whether such amounts are the same as, less, or more than previously contributed by the Port District under such Real Estate Agreement; provided, that if the portion of the Original Premises excluded from the aforementioned agreement (“Remainder Parcel”) becomes the subject of a future Real Estate Agreement, then the contribution of the Port District shall be the funds actually received by the Port District and allocable to such Remainder Parcel pursuant to the Support Agreement; 3) if the Original Premises for such Real Estate Agreement are increased either in size or configuration to include additional premises outside of the Original Premises boundaries of such Real Estate Agreement and such additional premises are immediately adjoining the original premises or are located in the City of Chula Vista (each a “Modified Boundary Agreement”), then the contribution of the Port District shall be the funds actually received by the Port District and allocable to the Original Premises for such Real Estate Agreement based on a formula calculated by multiplying the total amount of the funds actually received from the Port District for such Real Estate Agreement in the immediately prior year by a fraction, the numerator of which shall be an amount equal to the Modified Boundary Agreement premises still within the original premises boundary, and the denominator of which shall be the total premises area of the Modified Boundary Agreement as modified. For example, if the Original Premises of a Real Estate Agreement encompasses 5.0 acres, and the Modified Boundary Agreement includes 4.0 acres of the Original Premises, and adds 6.0 acres of premises outside the original premises, then forty percent 40%) of the funds actually received by the Port District under the Modified Boundary Agreement shall be contributed by the Port District for purposes of this Section; the City and the Port District acknowledge and agree that any modification of the RV Park Lease (listed on and as defined in Exhibit I) to include some or all of parcel S-3 shall not constitute a “Modified Boundary Agreement” for purposes of this Section; and for any of the scenarios (1)-(3) above, if the new Real Estate Agreement is a revenue generating agreement then the Port District may deduct from its contribution under scenarios (1)-(3) any related out-pocket operating costs paid by the Port District to the third parties to operate the premises. 4) Subject to paragraph (a)(3), above, and paragraph (b), below, of this definition of “Real Estate Revenues,” for the avoidance of doubt, it is the intent of the Port District to Page 259 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 21 4825-3218-1203/024036-0079 contribute funds from the Original Premises derived from a Real Estate Agreement that the Port District actually receives under such Real Estate Agreement from such Original Premises during the term of the Support Agreement. b) less $3,283,970, which is the actual amount of the buyout payment paid solely by the Port District to Chula Vista Marina, LP, dba Chula Vista Marina (“RV Park Lessee”) to terminate the lease between the RV Park Lessee and the Port District (“Net RV Park Buyout Credit”), such amount to be amortized over a period of eight years commencing on July 1, 2018 pursuant to the Net RV Park Buyout Credit Schedule (defined below), as such Net RV Park Buyout Credit Schedule and its contents may be administratively modified from time to time with the mutual consent of the City Manager of the City and the Executive Director of the Port District, without further approval of the BPC or City Council. Net RV Park Buyout Credit Schedule” means the following schedule: Fiscal Year (FY) RV Park Buyout Credit Cumulative Credit Public Debt Service Obligation” or “PDSO” means, for any year, the actual amount payable by the Authority during such year for principal and interest (including default interest, if applicable) on the Authority Bonds; provided that the principal component of the PDSO for any one year shall not include more than one thirty-fifth (1/35) of the total original principal amount of the Authority Bonds issued on the Effective Date. TOT” means the transient occupancy taxes levied pursuant to Chula Vista Municipal Code Chapter 3.40, attributable to the RV Park Lease. The amount of the DPFP will be reduced to the extent the DPFP would otherwise be increased solely because Port District or the City fails to use commercially reasonable efforts to ensure the receipt of amounts that, if received by the City or the Port District, would be Existing Revenues and are due and payable to the City or the Port District. 5.1.3. True-Up Payments. Because the actual amounts of the DPFP may not be known when Developer is required to pay Construction Late Charges (since some of the amounts used in the calculation of DPFP will not be known), the Authority shall promptly, after any request by Developer, notify Developer of the reasonably expected amount of the applicable DPFP and Developer shall initially pay Construction Late Charges based on such estimated amounts. Within sixty (60) days after the end of each Fiscal Year with respect to which Developer was required to pay Construction Late Charges pursuant to this Section 5.1, the Port District shall reasonably determine the actual Real Estate Revenues it received during such Fiscal Year and present such amount, together with reasonable supporting documentation, to Developer for Developer’s review and approval. If the amount of such actual Real Estate Revenues received by the Port District exceeds Page 260 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 22 4825-3218-1203/024036-0079 the Real Estate Revenues as calculated based on the preceding Fiscal Year, then the Authority shall make a true-up payment to Developer for the difference within twenty (20) Business Days from the Revenue Fund maintained under the Authority Indenture. If the amount of such Real Estate Revenues calculated by the Port District based on the preceding Fiscal Year exceeds the amount of such actual Real Estate Revenues received by the Port District, then Developer shall make a true-up payment to the Trustee as assignee of the Authority for deposit into the Revenue Fund under the Authority Indenture for the difference within twenty (20) Business Days of a notice of deficiency. 5.2. Reserved. 5.3. Reserved. 5.4. Project Schedule and Schedule Updates. 5.4.1. Planned Completion Date. For the Developer’s Phase 1A Infrastructure Improvements, the Project schedule shall indicate a planned completion date following the Commencement Date that is not later than the Outside Construction Completion Date (the “Planned Completion Date”). The Planned Completion Date may be extended in the event of a delay, provided that Developer duly requests a time extension in accordance with this Section 5.4 and such extension is authorized under this Article V. Any such schedule is for information purposes only. 5.4.2. Critical Path Method Schedules. Developer shall require that MMJV maintain a detailed, computer-generated, logic-driven, precedence style critical path method CPM”) schedule that is prepared with Primavera or other software used by MMJV and that includes all of MMJV’s work related to the Project. Developer shall submit to the Authority a courtesy copy of all schedules and schedule updates that Developer receives from MMJV. If requested by the Authority, Developer shall deliver digital copies of any schedules in native computer file format. 5.4.3. Schedule Updates. Developer shall provide to Authority regular schedule updates not less than monthly, which shall include: actual start dates; actual completion dates; and remaining duration of activities in progress. Developer shall promptly notify the Authority of any changes to the schedule. 5.5. Unavoidable Delay. Each of the Developer and the Port District 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 5.5. For the avoidance of doubt, the Hotel Ground Lease shall control as to a Force Majeure Event with respect to the Resort Hotel and Parking Improvements. a) Definition. The term “Force Majeure Event” means the occurrence of any of the following events (and the actual collateral effects of such event), individually or in any combination, to the extent that (x) such event is beyond the reasonable control of the Developer, the Port District, the City, the Financing District, or the Authority, as applicable, that is asserting that a Force Majeure Event has occurred (the “Force Majeure Party”) and (y) such event and/or such actual collateral effect prevents such Force Majeure Party from the performance of its obligations under this Agreement and is approved by the Authority pursuant to Section 5.5(e) below: Page 261 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 23 4825-3218-1203/024036-0079 i) A strike, or similar labor disturbances causing a work stoppage, excluding any such strike or work stoppage that could have been avoided had the Force Majeure Party (or Hotel Operator or a Developer Party, in the case of the Project), complied with Laws or labor agreements with respect to the Project, if any. ii) Hurricanes, typhoons, tornadoes, cyclones, other severe storms, lightning or floods. iii) Days of precipitation or high winds in any month in excess of ten (10) year average for the area within City’s jurisdiction. iv) An earthquake, volcanic eruptions, explosions, disease, epidemics or other natural disaster. v) Fires (including wildfires). vi) Inability to procure labor, utilities, equipment, materials, or supplies in the open market due to lack of availability (but, in each case, not attributable to a mere increase in price or the Force Majeure Party’s (or Hotel Operator or a Developer Party, in the case of the Project) acts or failure to act). vii) Acts of war or armed conflict, insurrections, riots, and acts of terrorism (including hijacking, chemical or biological events, nuclear events, disease related events, arson or bombing) or, with respect to any of the foregoing, any threat thereof. viii) Extraordinary delays in the issuance of any approvals or authorizations from any Governmental Authority (excluding any non-regulatory approvals provided under the terms of this Agreement by the Port District, the Authority or the City) that is necessary to proceed with development or operation of the Convention Center, Developer’s Phase 1A Infrastructure Improvements or the Remaining Phase 1A Infrastructure Improvements, as applicable provided that Developer has timely and properly filed all applications, submitted all required documents and fees and taken all other reasonable actions that are necessary to obtain such approvals or authorizations and that the Force Majeure Party (or Hotel Operator or a Developer Party) is not responsible for the delay in the issuance of such approvals or authorizations by such party’s own actions or inactions). For purposes of this paragraph, (A) “extraordinary delays” with respect to City regulatory approvals or authorizations that are subject to the Staffing and Processing Agreement shall mean delays in City processing actions or approvals that exceed 150% of the time periods for City actions under the terms of the Staffing and Processing Agreement, excluding any such delays caused by Developer’s own actions or inactions thereunder, and (B) “extraordinary delays” with respect to any other approval or authorization from any Governmental Authority shall mean delays beyond the reasonably expected time period for such approval or authorization which reasonably expected time period shall include customary or reasonably foreseeable delays in obtaining such approvals. ix) An act of God. x) Embargoes or blockades. xi) Pre-Existing Hazardous Material (that is not the result of Material Exacerbation). Page 262 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 24 4825-3218-1203/024036-0079 xii) Closures or work stoppages ordered by any Governmental Authority that do not arise from a breach of this Agreement or the Sublease or misconduct by Force Majeure Party (or Hotel Operator or a Developer Party, in the case of the Project). 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 5.5, a Force Majeure Event shall not include adverse general economic or market conditions not caused by any of the events described in 5.5(a)(i) through (xii) above. d) Payment Obligations. In no event will a Force Majeure Event excuse the payment of Project Costs due under this Agreement. e) Notice and Acceptance Requirement. After the Force Majeure Party learns of any Force Majeure Event, such Force Majeure Party shall endeavor to provide prompt (under the circumstances) informal written notice to the Executive Director and Authority staff working in the field that a Force Majeure Event has commenced, with a formal written notice to follow as described below. The Force Majeure Party shall notify the Authority, the Administrative Agent, and the other Parties in writing within ten (10) Business Days after the Force Majeure Party learns of, and in no event later than thirty (30) days after commencement of a Force Majeure Event. 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 or the actual collateral effects of such Force Majeure Event exist (whichever is later), the Force Majeure Party shall provide to the Authority, the Administrative Agent, and the other Parties monthly written updates on 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. Within thirty (30) days after the Force Majeure Event or the actual collateral effects of such Force Majeure Event cease to exist (whichever is later), the Force Majeure Party shall notify the Authority, the Administrative Agent, and the other Parties in writing that the Force Majeure Event and the actual collateral effects of such Force Majeure Event, as applicable, have ceased to exist and of the number of days by which Force Majeure Event (including the actual collateral effects of such Force Majeure Event) has delayed the Force Majeure Party’s construction of the Project (or, with respect to the Port District, the Remaining Phase 1A Infrastructure Improvements) or Completion (the “Force Majeure Notice”). Within thirty (30) days after Authority’s receipt of the Force Majeure Notice, the Authority shall provide notice to the Force Majeure Party and the other Parties (“Force Majeure Response”) that either the Authority 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 or the actual collateral effects of such Force Majeure Event, (b) approves the Force Majeure Notice, or (c) denies some or all of the Force Majeure Notice. The Authority’s approval or denial of the Force Majeure Notice shall be in the Authority’s reasonable discretion. If the Authority denies some or all of the Force Majeure Notice, the Authority and the Force Majeure Party will meet and confer in good faith within ten (10) days after the Authority’s delivery of the Force Majeure Response to attempt to reach a mutually acceptable modification to the Force Majeure Notice that will result in the Authority approving the Force Majeure Notice as modified (“Meet & Confer Page 263 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 25 4825-3218-1203/024036-0079 Period”). If the Authority and the Force Majeure Party 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, the Authority shall present the Force Majeure Notice to the Authority Board for its consideration to either approve or deny the Force Majeure Notice at a regularly scheduled meeting that shall take place within sixty (60) days after the expiration of the Meet & Confer Period. If the Authority Board denies the Force Majeure Notice, then the dispute shall be resolved by a court of competent jurisdiction. If a court of competent jurisdiction determines in a final and non-appealable decision that the putative Force Majeure Event that was described in such Force Majeure Notice did not constitute a Force Majeure Event, the duration of such delay in the construction of the Project (or, with respect to the Port District, the Remaining Phase 1A Infrastructure Improvements) or Completion specified therein was not reasonable, or the efforts that the Force Majeure Party took to minimize the period of delay were not commercially reasonable, then, at the Authority’s sole and exclusive remedy for the Force Majeure Party’s failure to perform any obligation under this Agreement from which the Force Majeure Party claimed to be excused as a result of such Force Majeure Event, but was not excused, the Force Majeure Party shall make the Authority whole for any loss that the Authority suffered as a result of such failure. 5.6. Completion Guaranty. On or before the Effective Date, Developer shall cause each Completion Guarantor (as defined in each Completion Guaranty) to execute and deliver to Authority, and maintain in effect in accordance with its terms, a Completion Guaranty substantially in the form attached hereto as Exhibit H and incorporated herein by reference (“Completion Guaranty”), with any deviations from such form being reasonably acceptable to Authority, City, Port District, the Administrative Agent, and Developer. 5.7. Entitlements. 5.7.1. Entitlement Costs. If any discretionary approval, permit or entitlement, including, without limitation, environmental analysis under CEQA or the National Environmental Policy Act, the PMP, a Port Master Plan Amendment (“PMPA”), stormwater permits, a CDP and/or a Coastal Act exclusion (collectively, “Discretionary Entitlement”), are necessary, in Port District’s sole and absolute determination, in connection with any Improvements or Alterations, demolition work, remediation work or other projects undertaken by Developer on or at the Project Site or the Improvements (each of the foregoing for which a Discretionary Entitlement is required, the Discretionary Project”), then Developer shall enter into agreements, consistent with the Port District’s applicable standard practices at that time (if any), with third-party experts, professionals and consultants to prepare reports and other materials (“Consultant Services”) that are required to process the Discretionary Project and for the Port District or any other relevant Governmental Authority to consider the Discretionary Entitlement or Discretionary Project. Developer shall be directly responsible for the costs of the Consultant Services. Developer shall reimburse Port District pursuant to the Reimbursement Procedure for all reasonable costs and expenses incurred by Port District in connection with preparing, processing, considering and approving any Discretionary Project, any Discretionary Entitlement or any appeal of any CDP or Coastal Act exclusion to the CCC. If Developer fails to reimburse Port District for such costs or expenses pursuant to the Reimbursement Procedure, then, in addition to any other remedies that Port District may have, following three (3) Business Days’ prior written notice to Developer, Port District may, at its reasonable discretion, discontinue the preparing, processing, considering or approving of such Discretionary Project, Discretionary Entitlement or such appeal of a CDP or Coastal Act exclusion to the CCC, as applicable, until Developer reimburses Port District, and Developer shall be responsible Page 264 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 26 4825-3218-1203/024036-0079 for any costs and expenses incurred by Port District related to such discontinuance and if such failure continues for seven (7) additional Business Days after written notice from Port District to Developer, then such failure shall be an Event of Default. Nothing herein shall obligate Port District to seek, process or obtain any Discretionary Entitlement or any other third-party Governmental Authority approval for a Discretionary Project for the benefit of Developer, and Port District makes no warranty or representation to Developer that Developer will obtain any Discretionary Entitlement or ministerial approval. Port District shall not be required to pay any Governmental Authority fees or costs and expenses for any Consultant Services associated with any Discretionary Entitlement or any other third-party Governmental Authority approval for a Discretionary Project. If Developer requests Port District’s assistance in obtaining from any third-party Governmental Authority any licenses, approvals, notifications, registrations or permits in connection with development, use and operation of the Project Site and the Improvements, including the construction of the Initial Project Improvements, Port District will consider Developer’s request and inform Developer within thirty 30) days whether it will agree to reasonably assist Developer. 5.7.2. Entitlements Indemnity. Without limitation of Developer’s other obligations under this Agreement, Developer agrees, at its sole cost and expense, and with counsel reasonably selected by the Public Entities and reasonably acceptable to Developer, to indemnify, defend and hold harmless the Port District Parties, Authority Parties, Financing District Parties, and the City Parties from any third-party claims, demands, actions, causes of action, suits and Related Costs, arising out of Port District’s approval of any Discretionary Project, Discretionary Entitlement or appeal of a CDP or Coastal Act exclusion to the CCC. Port District may, in its sole and absolute discretion, participate in the defense of any claims, demands, actions and causes of action and suits, and Developer shall reimburse Port District for all reasonable costs that are incurred by Port District in connection therewith, including, without limitation, reimbursement for attorneys’ fees, experts’ fees and other costs. Port District’s participation in such defense shall not relieve Developer of any of its obligations under this Section 5.7.2. The foregoing indemnity obligations of Developer are in addition to, and not in limitation of, any other indemnity obligations of Developer contained in this Agreement, the Ground Lease, and the Sublease, and this Section 5.7.2 shall survive the expiration or earlier termination of this Agreement and the Sublease. 5.7.3. Reservation of Discretion. Developer acknowledges and agrees that, notwithstanding the terms and conditions of this Agreement, and the Sublease, Port District reserves its discretion to condition, approve or disapprove any Discretionary Entitlements or Discretionary Project, including, without limitation, adoption of any and all feasible mitigation measures, alternatives to a Discretionary Project, including a no project alternative, and a statement of overriding consideration, if applicable, and that nothing in this Agreement or the Sublease will be construed as circumventing or limiting Port District’s discretion with respect to any Discretionary Entitlement, or any Discretionary Project, including, without limitation, the exercise of eminent domain, code enforcement and the making of findings and determinations required by Laws. Developer acknowledges and agrees that any and all Discretionary Entitlements may be conditioned, approved or denied by Port District, in its sole and absolute determination, and Developer accepts the risk that Port District may deny any and all Discretionary Entitlements, and hereby waives any claims, demands, actions, causes of action, suits against Port District for such conditions or denial. 5.7.4. Ministerial Action by Authority. At Developer’s request, the Authority will take any reasonable and lawful ministerial action that is reasonably necessary in connection with Discretionary Entitlement or any other third-party Governmental Authority approval for a Discretionary Project (including, without limitation, signing any application for a Discretionary Page 265 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 27 4825-3218-1203/024036-0079 Entitlement in its capacity as the owner of the Convention Center, tenant under the Site Lease or sublandlord under the Facility Lease). 5.8. Energy Requirements. Notwithstanding any other provision of this Agreement to the contrary, the only obligations of Developer with respect to Section 15 and Exhibit 3 of the Settlement Agreement and any indemnification obligations with respect thereto are set forth in Exhibit O attached hereto and incorporated herein by reference and in the Ground Lease. ARTICLE VI PROCUREMENT REQUIREMENTS AND EQUAL OPPORTUNITY 6.1. Award of Sole Source Prime Contract. Pursuant to the findings of the Authority Board found in Authority Resolution 2020-002, the Developer may award one or more single sole source prime contracts to MMJV for the partial design and construction of the Project subject to the terms and conditions of Authority Resolution 2020-002 and this Article VI of this Agreement. The Authority has approved the final, executable construction contracts for the Convention Center and the Developer’s Phase 1A Infrastructure Improvements listed on Exhibit G-3. 6.2. Subcontractor Bid and Award Process for the Developer’s Phase 1A Infrastructure Improvements. The provisions of this Section 6.2 shall apply only to the Phase 1A Infrastructure Improvements that Developer performs. Developer shall award subcontracts in compliance with the Authority Procurement Policy and Authority Resolution 2020-002 and as implemented (with modifications) and further delineated in the bid and award process that is attached as Exhibit G-1 hereto and as further set out in this Section 6.2. Developer represents and warrants that the subcontracts listed in Exhibit G-2 hereto were awarded in accordance with the bid and award process set forth in Exhibit G-1 hereto, subject to such waivers as have been approved by the Authority under the Authority Procurement Policy and Authority Resolution 2020-002. Developer may utilize subcontracts awarded prior to the Effective Date of this Agreement, provided such subcontracts were procured in accordance with this Section 6.2. Nothing herein is intended to limit the Executive Director’s authority to implement the Authority Procurement Policy and Authority Resolution 2020- 002 and approve waivers as set forth therein. 6.2.1. Sole Source Subcontract Award. If so intended by Developer, Developer shall provide notice of its intention to award a sole source contract to Authority and Authority shall evidence its approval of the Developer’s proposed sole source subcontract award (which approval shall not be unreasonably withheld) by delivering a signed Sole Source Subcontract Award Approval in the form set forth in Exhibit L (with respect to Developer’s Phase 1A Infrastructure Improvements) and Authority shall evidence its approval of such sole source subcontract award by counter-signing such Sole Source Subcontract Award Approval. Authority shall counter-sign a Sole Source Subcontract Award Approval or provide written notice of Authority’s reasons for withholding approval within five (5) Business Days after receiving written notice from the Developer. If Authority fails to respond to a written request for Sole Source Subcontract Award Approval within five (5) Business Days, Developer shall notify Authority that such deadline has passed and Authority shall respond in writing within two (2) Business Days after receiving written notice from the Developer. If Authority fails to respond within such additional two (2) Business Day period, then Authority shall be deemed to have approved such Sole Source Subcontract Award Approval. 6.2.2. Best Qualified Contractor Subcontract Award. If so intended by Developer, Developer shall provide notice of its intention to award a subcontract on the best qualified contractor Page 266 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 28 4825-3218-1203/024036-0079 who is not the lowest bidder) to Authority and Authority shall evidence its approval of the Developer’s proposed best qualified subcontract award (which approval shall not be unreasonably withheld) by delivering a signed Best Qualified Contractor Subcontract Award Approval in the form set forth in Exhibit M (with respect to Developer’s Phase 1A Infrastructure Improvements) and Authority shall evidence its approval of such best qualified contractor award by counter-signing such Best Qualified Contractor Subcontract Award Approval. Authority shall counter-sign a Best Qualified Contractor Subcontract Award Approval or provide written notice of Authority’s reasons for withholding approval within five (5) Business Days after receiving written notice from the Developer. If Authority fails to respond to a written request for Best Qualified Contractor Subcontract Award Approval within five (5) Business Days, Developer shall notify Authority that such deadline has passed and Authority shall respond in writing within two (2) Business Days after receiving written notice from the Developer. If Authority fails to respond within such additional two 2) Business Day period, then Authority shall be deemed to have approved such Best Qualified Contractor Subcontract Award Approval. 6.2.3. Applicability of Authority Procurement Policy. Notwithstanding anything to the contrary set forth in the Authority Procurement Policy or Authority Resolution 2020-002, to the extent that Developer procures work to construct all or a portion of the Remaining Phase 1A Infrastructure Improvements pursuant to Section 2.3 and to the extent Developer procures work with respect to Remaining Phase 1A Infrastructure Improvements (or, with the reasonable approval of the Executive Director, Developer’s Phase 1A Infrastructure Improvements) as a result of a casualty or condemnation event, Developer may procure such work without regard to the bidding requirements set forth in Sections 1 and 2 of the Authority Procurement Policy. Except with respect to Sections 1 and 2 of the Authority Procurement Policy, the requirements of the Authority Procurement Policy and Authority Resolution 2020-002, as modified by this Agreement, shall remain in effect and apply to the Remaining Phase 1A Infrastructure Improvements constructed by Developer and any work with respect to Remaining Phase 1A Infrastructure Improvements (or, with the reasonable approval of the Executive Director, Developer’s Phase 1A Infrastructure Improvements) procured by Developer as a result of a casualty or condemnation event. The modifications described above are intended to be modifications by agreement approved by the Authority Board, as expressly authorized in the Authority Procurement Policy. 6.3. Bid and Award Process for the Remaining Phase 1A Infrastructure Improvements. If the Port District constructs or causes the construction of the Remaining Phase 1A Infrastructure Improvements, the Port District shall use its procurement policies, then in effect. 6.4. The Convention Center as a Special Purpose Project. Pursuant to Authority Resolution 2020-002, the Convention Center constitutes a “special purpose project” as defined in Section 6 of the Authority Procurement Policy, and the requirements of Sections 1.b.ii, 1.b.iii, 2 and 3(b) of the Authority Procurement Policy shall not apply to the provisions of this Agreement pertaining to development and construction of the Convention Center or work for the Convention Center procured by Developer as a result of a casualty or condemnation event pursuant to Article V of the Sublease. 6.5. Procurement of Alterations. Procurement of work for Alterations is governed by the Sublease and not this Agreement, and the requirements of the Authority Procurement Policy shall not apply to Alterations. The modifications described above are intended to be modifications by agreement approved by the Authority Board, as expressly authorized in the Authority Procurement Policy. Page 267 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 29 4825-3218-1203/024036-0079 6.6. Bid Opening and Award. In the case of any Competitive Bid or Solicitation Process for the Developer’s Phase 1A Infrastructure Improvements, Developer shall provide the Authority with a copy of the tabulation of competitive bid results with respect to each contract and subcontract, as applicable. Developer shall provide the Authority with copies of all executed contracts awarded in accordance with this Section 6.6 and Developer shall certify in writing to the Authority that such contracts were awarded in accordance with the process described in Exhibit G-1 hereto, subject to such waivers as have been approved by the Authority in accordance with the Authority Procurement Policy and Authority Resolution 2020-002. A list of the subcontracts awarded for the Developer’s Phase 1A Infrastructure Improvements prior to the Effective Date is set forth in Exhibit G-2. Developer hereby certifies to the Public Entities that the subcontracts listed in Exhibit G-2 were bid and awarded in accordance with the process described in Exhibit G-1 hereto, subject to such waivers as have been approved by the Authority under the Authority Procurement Policy and Authority Resolution 2020-002. 6.7. Authority Procurement Policy Acknowledgement. In the event Developer exercises the Second Sweetwater Park Option and only for purposes of Developer’s procurement of General Contracts for Sweetwater Park, Authority waives the bidding requirement of the Authority Procurement Policy (including, without limitation, set forth in Sections 1 and 2 of the Authority Procurement Policy). All other requirements of the Authority Procurement Policy and Authority Resolution 2020-002, as modified by this Agreement, shall apply to Developer’s procurement of contracts for Sweetwater Park. Authority acknowledges that in compliance with the applicable provisions of the Authority Procurement Policy and Authority Resolution 2020-002, Authority has required Developer to enter into this Agreement to establish the terms and conditions pursuant to which the Developer may develop and construct the Project and obtain payment for a portion of the eligible costs of developing and constructing the Developer’s Phase 1A Infrastructure Improvements and the Convention Center from the proceeds of the Authority Bonds and the County Funds, and that to the extent requirements set forth in this Agreement differ from the requirements set forth in Authority Procurement Policy and Authority Resolution 2020-002, the requirements set forth in this Agreement will govern the procurement, development and funding of the Project, including the Remaining Phase 1A Infrastructure Improvements if Developer has exercised the Second Sweetwater Park Option (to the extent permitted by Authority Procurement Policy and Authority Resolution 2020-002). Notwithstanding anything to the contrary in this Agreement, Sections 6.2 through 6.2.2 shall not apply to the Remaining Phase 1A Infrastructure Improvements. ARTICLE VII DESIGN AND CONSTRUCTION STANDARDS 7.1. Standard of Care. Developer will use commercially reasonable efforts to furnish efficient business administration and supervision and manage the performance of the work with respect to the Project in an expeditious and economical manner consistent with Authority’s interests. Developer shall endeavor to cause the General Contractor and all Subcontractors to construct the Project in a workmanlike manner. Developer’s professional consultants shall be skilled in the profession necessary to perform their respective services and Developer shall cause them to perform their services related to the Project 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. Page 268 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 30 4825-3218-1203/024036-0079 7.2. Compliance with Laws. 7.2.1. Port District Compliance with Laws. Port District shall in its construction of the Remaining Phase 1A Infrastructure Improvements abide by and comply with, and cause any of its General Contractor, Subcontractors, employees, and agents, to abide by and comply with all Laws. 7.2.2. Developer’s Compliance with Laws. Developer shall in all activities on or in connection with the Project Site and the Project, and in all uses thereof, including without limitation the Permitted Use and any construction of the Project, abide by and comply with, and cause the Developer Parties (other than Developer) and Hotel Operator to abide by and comply with, all Laws at Developer’s sole cost and expense, and Authority shall not have any obligations or responsibilities to comply with any Laws as to the Project Site and the Improvements or any use thereby by Developer Parties or Hotel Operator. In particular and without limitation, Developer shall have the sole and exclusive obligation and responsibility, at Developer’s sole cost and expense, to comply with the requirements of the following, to the extent applicable: (i) the San Diego Unified Port District Code, including without limitation, Article 10 (Stormwater Management and Discharge Control), (ii) the ADA, including but not limited to regulations promulgated thereunder, iii) applicable federal, state and local laws and regulations regarding employment and labor practices, including, without limitation, the provisions of Section 7.2.3 and Article XX of this Agreement, (iv) any Coastal Development Permit (“CDP”) (including any conditions of approval or mitigation measures or project changes pursuant to the environmental review under the California Environmental Quality Act (“CEQA”)) or any other California Coastal Commission (“CCC”) regulations or local, state or federal requirements now or hereafter affecting the Project Site or the Improvements, including the use or development thereof, (v) the Port Master Plan (“PMP”), (vi) the Chula Vista Municipal Code, (vii) any other development permits or approvals accepted by Developer, and (viii) the policies adopted by the BPC. Until the earlier of such time as all components of the Developer’s Phase 1A Infrastructure Improvements are Accepted or the Term of this Agreement terminates or expires, neither the BPC nor the City Council shall adopt any Law that only applies to the Developer’s Phase 1A Infrastructure Improvements, unless the Law is determined by the BPC, in its sole and absolute discretion, or the City Council, in its sole and absolute discretion as applicable), but in either case, in a manner that is neither arbitrary nor capricious, to be necessary for health and safety reasons, to protect the welfare of the people, or to exercise the Port District’s police powers under the Port Act or the City Council’s police powers under applicable Laws, including the CVMC. The foregoing limitation shall not apply to the adoption of any ordinance or resolution that authorizes an amendment to this Agreement or any Contemporaneous Agreement, or is adopted to authorize the enforcement of Port District’s or City’s rights or the performance of Port District’s or City’s obligations under this Agreement or any Contemporaneous Agreement, including without limitation, any ordinances or resolutions adopted by the BPC or City Council as part of any discretionary approval. In the event of any conflict between the terms of a policy adopted by the BPC or City Council and this Agreement, Developer shall deliver notice to Port District or City, as applicable, of such a conflict and the Parties shall meet and confer within ten (10) days of Port District’s or City’s, as applicable, receipt of the notice to discuss the conflict and attempt to resolve the conflict in good faith prior to commencing mediation pursuant to Section 26.12.10. If the conflict is not resolved pursuant to Section 26.12.10, then the terms of this Agreement shall control and Developer shall be excused from complying with the terms of such policy adopted by the BPC or City Council, to the extent of such conflict only. Page 269 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 31 4825-3218-1203/024036-0079 7.2.3. Prevailing Wage. 7.2.3.1. This Section 7.2.3.1 applies only to the Project and does not apply to the Remaining Phase 1A Infrastructure Improvements unless and until Developer exercises a Sweetwater Park Option. Developer acknowledges and agrees that: a. 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. b. 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. c. Developer’s violations of the PWL shall constitute a breach (subject to cure pursuant to Section 21.1.2) under this Agreement. d. Authority 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.” e. Developer acknowledges that its obligations under the PWL with respect to the Project include, without limitation, ensuring that: i. 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; ii. 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”); iii. 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 iv. 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 Page 270 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 32 4825-3218-1203/024036-0079 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 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. f. None of the Authority, Port District, City, or Financing District shall be responsible for Developer’s failure to comply with any applicable provisions of the PWL. g. Notwithstanding anything in this Agreement to the contrary, Developer shall not be responsible for any Person’s failure to comply with any applicable provisions of the PWL with respect to any work performed by, or on behalf of, any Public Entity Party (other than by a Developer Party or Hotel Operator, or on behalf of a Developer Party or Hotel Operator, or by any Person acting directly or indirectly under a contract with a Developer Party or Hotel Operator). 7.3. Compliance with Design and Construction Standards; Chula Vista Building Code. 7.3.1. Design and Construction Standards. 7.3.1.1. Developer shall comply, and require compliance by any of its General Contractor, Subcontractors, employees, and agents, or other Developer Parties, with the applicable Design and Construction Standards in connection with the design and construction of Developer’s Phase 1A Infrastructure Improvements. Developer shall not be required to exceed the Design and Construction Standards or to comply with any other City of Chula Vista design and construction standards in connection with the design and construction of Developer’s Phase 1A Infrastructure Improvements except to the extent set forth in the approved Contract Documents or the Approved Drawings and Specifications. 7.3.1.2. Developer shall be entitled to an Expedited Review Process in the event that a Public Entity Development Party requests, requires, instructs or demands (for purposes of this Section 7.3.1, a “Phase 1A Requirement”) that any Developer Party satisfy or implement any design or construction standard in connection with Developer’s Phase 1A Infrastructure Improvements that Developer reasonably and in good faith determines to be in excess of the requirements of the Design and Construction Standards; provided that prior to initiating the Expedited Review Process, Developer shall have submitted a written request (which shall be by email to the Authority Email Addresses) to the applicable Public Entity Development Party that the Phase 1A Requirement be rescinded, including the reasons for Developer’s objection to the Phase 1A Requirement. Should the Expedited Review Individual fail to respond within 24 Business Hours from the time the email initiating the Expedited Review Process is sent by the Developer, the Developer’s request to rescind the Phase 1A Requirement shall be deemed disapproved. 7.3.1.3. In the event that any requirement set forth in the Design and Construction Standards may be satisfied in more than one manner consistent with the Design and Page 271 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 33 4825-3218-1203/024036-0079 Construction Standards, Developer may elect to satisfy such requirement in the manner consistent with such requirements selected by Developer. 7.3.2. Chula Vista Building Code. 7.3.2.1. Developer shall comply, and require compliance by any of its General Contractor, Subcontractors, employees, and agents, or other Developer Parties, with the applicable provisions of the Chula Vista Building Code, in connection with the design and construction of Convention Center, Resort Hotel, and Parking Improvements. Developer shall not be required to exceed the requirements of the Chula Vista Building Code or to comply with any other City of Chula Vista design and construction standards in connection with the design and construction of the Convention Center, Resort Hotel, and Parking Improvements except to the extent set forth in the approved Convention Center Plans, Resort Hotel Plans (defined in the Ground Lease), Preliminary Parking Improvement Plans (defined in the Ground Lease), and Parking Improvement Plans (defined in the Ground Lease). 7.3.2.2. Developer shall be entitled to an Expedited Review Process in the event that any Public Entity Development Party requests, requires, instructs or demands (for purposes of this Section 7.3.2, a “Requirement”) that any Developer Party satisfy or implement any design or construction standard in connection with the Convention Center that Developer reasonably and in good faith determines to exceed the requirements of the Chula Vista Building Code; provided that prior to initiating the Expedited Review Process, Developer shall have submitted a written request to the applicable Public Entity Development Party that the Requirement be rescinded, including the reasons for Developer’s objection to the Requirement. Should the Expedited Review Individual fail to respond within 24 Business Hours from the time the email initiating the Expedited Review Process is sent by the Developer, the Developer’s request to rescind the Requirement shall be deemed disapproved. 7.3.2.3. In the event that any standard or requirement set forth in the Chula Vista Building Code may be satisfied in more than one manner consistent with the Chula Vista Building Code, Developer may elect to satisfy such standard or requirement in the manner consistent with the Chula Vista Building Code selected by Developer. 7.3.3. Standard Specifications. In connection with any modification of the Approved Drawings and Specifications for the Developer’s Phase 1A Infrastructure Improvements, Developer shall comply, and require compliance by any of its General Contractor, Subcontractors, employees, and agents, with the editions of the following reference specifications that were in effect on the Plan Submission Date: the Standard Specifications and the Chula Vista Standard Special Provisions. 7.3.4. Summary of Construction Standards. In order to clarify the design and construction standards applicable Developer’s Phase 1A Infrastructure Improvements and the Convention Center, Developer may, in Developer’s discretion, provide a flier substantially in the form attached hereto as Exhibit Z to any Person entering the Project Site. 7.3.5. Expedited Review Process Inapplicable to Other Public Agencies. The provisions of Sections 7.3.1 and 7.3.2 permitting an Expedited Review Process with respect to Design and Construction Standards and the Chula Vista Building Code apply only to Requirements imposed by the City or Port District and are inapplicable to any requirements that may be imposed by Page 272 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 34 4825-3218-1203/024036-0079 other public agencies. At the request of the Developer, the City and Port District will use reasonable efforts to meet with other public agencies and the Developer to address requests, requirements, instructions, or demands imposed by such other public agencies that the Developer reasonably and in good faith determines to exceed applicable legal requirements. 7.4. Construction Period. With respect to Convention Center and any portion of the Developer’s Phase 1A Infrastructure Improvements, the provisions of Sections 7.1, 7.2 and 7.3 shall apply until Acceptance of the Convention Center or such portion of Developer’s Phase 1A Infrastructure Improvement, as applicable. 7.5. Authority Approval Not a Waiver of Obligations. Where approval by the Authority, the Executive Director, or other representatives of the Authority is required, 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, except in the case of the Authority’s express waiver of the requirement to comply with (a) any Authority requirement, to the extent such requirement is waivable, or (b) any other requirement of this Agreement waivable by the Authority. For purposes of this Agreement, in the event of Authority’s express waiver provided pursuant to clauses (a) or (b) above, Developer shall be deemed in compliance with such Authority requirements or other requirement of this Agreement as a result of such waiver, in each case, only to the extent of such waiver. No such waiver shall constitute an assumption of liability by the Authority, nor shall the Authority, through approval, become an insurer or surety of work associated with the approvals. ARTICLE VIII CONSTRUCTION 8.1. Site Safety, Security. Developer shall be responsible for Project Site safety and security, with respect to Developer’s construction of the Project. 8.1.1. Persons. As between the Developer, on one hand, and the City, Port District, and the Authority, on the other hand, and without expanding the Developer’s contractual obligations or duties to any Person other than the City, Port District, and Authority, the Developer shall be solely responsible for the safety and security of its officers, agents, and employees authorized by Developer to access the Project Site. 8.1.2. Other. Developer is responsible for each portion of the Developer’s Phase 1A Infrastructure Improvements Site and all other materials, equipment, and other incidentals on such portion of the Developer’s Phase 1A Infrastructure Improvements Site until such portion of the completed Developer’s Phase 1A Infrastructure Improvements have been Accepted by the City or Port District, as applicable. Developer is responsible for the Site, materials, equipment, and all other incidentals on the Site until the completed Convention Center has been Accepted by the Authority. From and after Acceptance, any responsibility of the Developer for the Convention Center shall be pursuant to the Sublease. 8.1.3. Environment. In the construction and development of the Project, Developer shall comply with all environmental laws and regulations, including 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. Furthermore, Developer shall prepare and incorporate into the drawings and specifications a Page 273 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 35 4825-3218-1203/024036-0079 Stormwater Pollution Prevention Plan (“SWPPP”) to be implemented by Developer during Project construction and, until Acceptance of the Convention Center or the applicable Developer’s Phase 1A Infrastructure Improvements. 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). 8.1.4. Access to Project Site. During the Construction Period, the Public Entity Parties shall have the right, but not the obligation, to enter upon and inspect the portions of the Project Site where the construction of the Project 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 any Public Entity in its regulatory capacity and except in the case of an emergency in which case no prior notice shall be required but each of such Public Entity Parties that enter the Project Site shall notify Developer and Developer’s Risk Construction Manager thereof by phone prior to entering the Project Site), and each Public Entity that enters the Project Site shall, and shall cause each of its respective Public Entity Parties that enter the Project Site, as applicable, to: a) comply with all applicable security and safety procedures of Developer of which Developer informs such Public Entity in writing and with which such Public Entity Party can reasonably comply, and (b) not interfere with Developer’s construction of the Project. Notwithstanding the foregoing, nothing herein shall limit the Port District’s or City’s right to enter the Project Site at any time to exercise their respective police powers. 8.2. 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 Authority. Developer agrees to follow all Laws and regulations, and all written and publicly available standards and regulations of the Authority, as applicable, while working in the public right-of-way, including, but not limited to, utilizing proper traffic control and obtaining necessary permits. 8.3. 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 jurisdiction for approval. 8.4. Maintenance. Developer shall maintain and be responsible for each portion of the Developer’s Phase 1A Infrastructure Improvements until Acceptance of such portion, including ongoing erosion prevention measures. Upon Acceptance, the City, the Port District and/or the Authority, as applicable, shall be responsible for maintenance of such portion of the Developer’s Phase 1A Infrastructure Improvements, as determined through one or more separate agreements among two or more of the City, the Port District, and the Authority. All costs incurred by Developer in maintaining the Developer’s Phase 1A Infrastructure Improvements shall be Developer’s Phase 1A Infrastructure Improvements Costs. To the extent such costs are incurred after Completion but before Acceptance of the Developer’s Phase 1A Infrastructure Improvements and are not paid to Developer pursuant to Section 9.1 (including pursuant to the Final Accounting under Section 9.1.6), Authority shall reimburse Developer for such costs within thirty (30) days after Developer provides Authority with a request for reimbursement, together with supporting documentation evidencing such costs. For the avoidance of doubt, Developer shall have no further obligations pursuant to this Section 8.4 with respect to any portion of the Developer’s Phase 1A Infrastructure Improvements after Acceptance of such portion of the Developer’s Phase 1A Infrastructure Improvements. Page 274 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 36 4825-3218-1203/024036-0079 8.5. Construction Cooperation. 8.5.1. Within thirty (30) calendar days after the Effective Date, the Parties shall schedule a meeting at the Site regarding the construction and development of the Project, the Resort Hotel and the Parking Improvements and other matters related thereto. Developer and the Public Entities, as applicable, shall cause executive and project level personnel of Developer and the Public Entities (including such Public Entity Development Parties whose presence may be reasonably requested by Developer) to attend such meeting. 8.5.2. On the last Wednesday of each month, at the Site, or such other time and place as the Parties may reasonably agree, Developer and the Public Entities, as applicable, shall cause appropriate personnel of Developer and the Public Entities (including such Public Entity Development Parties whose presence may be reasonably requested by Developer) to attend a meeting regarding the construction and development of the Project, the Resort Hotel and the Parking Improvements and other matters related thereto. Other meetings relating to the Project or the Work shall be held (in person, by telephone, or by virtual meeting room, as agreed by the Parties) at times and at such frequency as reasonably requested by the Developer or any Public Entity. Such additional meetings shall occur within seventy-two Business Hours of a written request submitted by email to the other Parties. Such meetings shall be attended by appropriate representatives of Developer and the Public Entities, including such Public Entity Development Parties whose presence may be reasonably requested by Developer and such representatives of the Developer whose presence may be reasonably requested by a Public Entity. Any request for attendance of specified individuals or representatives of Developer or any Public Entity Development Parties shall be made by written notice to the applicable Party by email not fewer than 24 Business Hours prior to the applicable meeting and upon receipt of such written request, the applicable Party shall take all reasonably available actions to ensure the attendance of the requested individual or representative or another individual authorized to make determinations on the requested Person’s behalf. All notices and requests to the Public Entities under this Section shall be submitted to the Authority Email Addresses. ARTICLE IX PAYMENT OF PROJECT COSTS 9.1. Developer’s Phase 1A Infrastructure Improvements Costs. The provisions of this Section 9.1 and each subsection of this Section 9.1 shall apply solely to the Developer’s Phase 1A Infrastructure Improvements. 9.1.1. Payment of Costs Associated with the Developer’s Phase 1A Infrastructure Improvements. Based upon Developer’s Phase 1A Payment Requests submitted to the Authority by the Developer, the Authority shall make progress payments on account of the Developer’s Phase 1A Contract Sum to the Developer in accordance with the provisions of this Section 9.1. The amount of each progress payment shall be computed as follows: 9.1.1.1. The amount of each progress payment shall first include: a. The Developer’s Phase 1A Infrastructure Improvements Costs incurred or to be incurred by Developer and for which Developer has made or intends to make actual payment prior to the next Developer’s Phase 1A Payment Request; and Page 275 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 37 4825-3218-1203/024036-0079 b. The Stipulated Developer’s Phase 1A Infrastructure Improvements Overhead Amount that has accrued as of the date of such Developer’s Phase 1A Payment Request. 9.1.1.2. The amount of each progress payment shall then be reduced by, without duplication: a. The aggregate of any amounts previously paid by the Authority in respect of the Developer’s Phase 1A Contract Sum; b. The amount by which the Architect, pursuant to the Architect’s Certificate that is attached to such Developer’s Phase 1A Payment Request, reduces the amount to be paid with respect to such Developer’s Phase 1A Payment Request. The Architect may reduce such amount to the extent the work performed by Developer for which payment is requested has not been performed substantially in accordance in all material respects with the Approved Drawings and Specifications for the Developer’s Phase 1A Infrastructure Improvements, in which case the amount to be disbursed under the applicable Developer’s Phase 1A Payment Request shall be reduced to reflect the cost of causing such construction to be performed substantially in accordance in all material respects with such Approved Drawings and Specifications (without duplication of any similar reduction that is made by Developer). In the event of any such reduction, Developer may seek payment for the amounts so reduced in any subsequent Developer’s Phase 1A Payment Request; and c. Any amount for which the Developer does not intend to pay General Contractor or any Subcontractor, unless the work has been performed by others the Developer intends to pay. 9.1.1.3. Funds for Payment of Costs/Expenses. a. On the Effective Date, Authority shall cause the Trustee to deposit, from the proceeds of the Authority Tax-Exempt Bonds, (i) an amount equal to 6,700,292.00 into the 2022B Bond Proceeds Subaccount and (ii) an amount equal to $3,299,708.00 into the 2022B Bayfront Infrastructure Improvements Account of the Construction Fund. The Parties acknowledge that the County Funding Agreement provides for the County to pay County Funds to the Authority in multiple payments, from time to time as described in the County Funding Agreement, and that such payments are expected to occur after the Effective Date. Within five (5) Business Days of the Authority’s receipt of any County Funds, the Authority shall transfer such County Funds as follows: (x) the Authority shall transfer the first $6,900,292.00 of the County Funds that the Authority receives (the “County Sweetwater Park Funds”) to the Port District; (y) the Authority shall transfer the next $14,800,000.00 of the County Funds that the Authority receives to the Trustee for deposit into the County Funded Developer’s Phase 1A Subaccount; and (z) the Authority shall transfer the remainder of the County Funds that the Authority receives (expected to cumulatively equal $3,299,708.00) to the County Funded Bayfront Infrastructure Improvements Account of the Construction Fund. The Authority shall cause the Trustee to make the deposits described in clauses (y) and (z), above. b. The Authority shall take all actions necessary to cause the Trustee to disburse moneys from: (i) first, the 2022B Bond Proceeds Subaccount, (ii) second, the County Funded Developer’s Phase 1A Subaccount, (iii) third, the Phase 1A Infrastructure Page 276 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 38 4825-3218-1203/024036-0079 Improvements Subaccount; and (iv) fourth, the Authority Existing Revenues Account (in that order) for payments required to be made to the Developer for Developer’s Phase 1A Infrastructure Improvements Costs, as and when required under this Section 9.1. Each Public Entity shall not interfere with any lawfully made disbursement request delivered to the Trustee. c. Until the County Funds Release Date, (A) Authority shall not permit any funds in the 2022B Bond Proceeds Subaccount, the County Funded Developer’s Phase 1A Subaccount or the Phase 1A Infrastructure Improvements Subaccount of the 2022B Construction Account to be used for any purpose other than making payments to Developer in accordance with this Section 9.1 without the prior written consent of the Developer, which consent shall be granted or withheld in Developer’s sole discretion, and (B) Authority shall direct or authorize the Trustee to transfer funds out of the 2022B Bond Proceeds Subaccount, the County Funded Developer’s Phase 1A Subaccount and the Phase 1A Infrastructure Improvements Subaccount of the 2022B Construction Account only to the account or accounts designated by Developer in writing (or as otherwise consented to in Developer’s sole discretion). Until the County Funds Release Date, amounts in the 2022B Bond Proceeds Subaccount shall not be applied to any redemption of the Authority Bonds, except for the mandatory redemption of the Authority Bonds on or after June 1, 2027 if and to the extent required by the Authority Indenture. d. Until the County Funds Release Date, (A) Authority shall not permit any funds in the Authority Existing Revenues Account of the Revenue Fund to be used for any purpose other than (i) making payments to Developer in accordance with this Section 9.1 without the prior written consent of the Developer, which consent shall be granted or withheld in Developer’s sole discretion, or (ii) transfers to any fund or account established under the Authority Indenture or disbursements to the Authority, the City or the Port District to pay any cost incurred by the Authority, the City or the Port District with respect to the Resort Hotel, Convention Center, Parking Improvements, or Developer’s Phase 1A Infrastructure Improvements or otherwise relating to the transactions contemplated by the Convention Center Leases, the Authority Indenture, and this Agreement (collectively, the “Additional Authority Uses”), which during the first eighteen (18) months following the Commencement Date shall not to exceed $1,000,000 in the aggregate (the Additional Authority Uses Cap”), and (B) Authority shall direct or authorize the Trustee to transfer funds out of the Authority Existing Revenues Account of the Revenue Fund only to the account or accounts designated by Developer in writing (or as otherwise consented to in Developer’s sole discretion) or, subject to the Additional Authority Uses Cap, to any other account or payee for the payment of Additional Authority Uses. After the date that is eighteen (18) months after the Commencement Date, the Authority may permit funds in the Authority Existing Revenues Account of the Revenue Fund to be used to pay Additional Authority Uses in excess of the Additional Authority Uses Cap so long as, immediately after giving effect to such payment, the remaining balance in in the Authority Existing Revenues Account of the Revenue Fund is at least $3,000,000 or a lesser amount with the reasonable consent of Developer). e. Until the County Funds Release Date, the Port District shall use the County Sweetwater Park Funds only for Remaining Phase 1A Infrastructure Improvements Costs. Notwithstanding the foregoing, not later than five (5) Business Days after the Developer exercises a Sweetwater Park Option, the Port District shall promptly transfer all remaining County Sweetwater Park Funds to the Trustee for deposit into the County Funded Developer’s Phase 1A Subaccount. Page 277 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 39 4825-3218-1203/024036-0079 f. Until Acceptance of the Developer’s Phase 1A Infrastructure Improvements and payment of all Developer’s Phase 1A Infrastructure Improvements Costs: (1) the City, Financing District, and Port District shall use commercially reasonable efforts to ensure the receipt of amounts that, if received by the City, the Financing District, or the Port District, would be Pre-Completion Lease Payments (as defined in the Facility Lease), Special Taxes (as defined in the Loan Agreement), or Real Estate Revenues (as defined in the Support Agreement), respectively, and are due and payable to the City, the Financing District, or the Port District, as applicable; (2) pursuant to and subject to the terms of the Support Agreement, the Port District shall transfer or cause all Real Estate Revenues that constitute Existing Revenues (as defined in the Indenture) to be transferred to the Trustee for deposit into the Authority Existing Revenues Account in accordance with the Authority Indenture; (3) pursuant to and subject to Section 4.12 of the Facility Lease, the City shall transfer or cause to be transferred to the Trustee the Pre-Completion Lease Payments for deposit into the Authority Existing Revenues Account in accordance with the Authority Indenture; (4) pursuant to and subject to the terms of the Loan Agreement, the Financing District shall transfer or cause all Special Taxes that constitute Existing Revenues (as defined in the Indenture) to be transferred to the Trustee for deposit into the Authority Existing Revenues Account in accordance with the Authority Indenture. g. Not later than five (5) Business Days after the Sufficient Completion Date, and provided that the Developer has not previously exercised a Sweetwater Park Option, the Port District shall transfer any remaining County Sweetwater Park Funds held by the Port District directly to the Trustee for deposit in the County Funded Developer’s Phase 1A Subaccount. h. Until the Sufficient Completion Date, the Authority shall direct the Trustee to disburse amounts on deposit in the 2022B Bayfront Infrastructure Improvements Account of the Construction Fund only for Remaining Phase 1A Infrastructure Improvements Costs. If the Developer exercises a Sweetwater Park Option, the Authority shall cause the Trustee to disburse moneys from the 2022B Bayfront Infrastructure Improvements Account for Remaining Phase 1A Infrastructure Improvements Costs incurred by Developer pursuant to approved Developer’s Phase 1A Infrastructure Improvements Payment Requests in accordance with this Section 9.1. Upon and after the Sufficient Completion Date the Authority shall have the right and authority under the Indenture to requisition amounts from the 2022B Bayfront Infrastructure Improvements Account for any purpose permitted under the Authority Indenture from time to time, without the Developer’s approval or consent. i. On and after the County Funds Release Date, all amounts in the County Funded Developer’s Phase 1A Subaccount shall be available for withdrawal and use by the Authority for any purpose as may be agreed to by the City and the Port District from time to time without any obligation to confer with or obtain consent from the Developer. j. At all times, all amounts in the County Funded Bayfront Infrastructure Improvements Account shall be available for withdrawal and use by the Authority for CVBMP Infrastructure Improvements Costs as agreed to by the City and the Port District from time to time without any obligation to confer with or obtain consent from the Developer. 9.1.2. Prerequisites to Payment. 9.1.2.1. Developer’s Phase 1A Payment Request. Prior to the disbursement of any amounts to pay the Developer’s Phase 1A Contract Sum, Developer shall Page 278 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 40 4825-3218-1203/024036-0079 provide the Executive Director with a Developer’s Phase 1A Payment Request, together with all of the items described therein. Each Developer’s Phase 1A Payment Request shall show (i) the Developer’s Phase 1A Infrastructure Improvements Costs incurred or to be incurred by Developer and for which Developer has made or intends to make actual payment prior to the next Developer’s Phase 1A Payment Request and (ii) the Stipulated Developer’s Phase 1A Infrastructure Improvements Overhead Amount with respect to such Developer’s Phase 1A Infrastructure Improvements. The form of Developer’s Phase 1A Payment Request attached hereto as Exhibit K-1 may be modified or replaced by Developer, subject to the consent of Authority provided or withheld in Authority’s sole discretion. Each Developer’s Phase 1A Payment Request shall be delivered in the following manner (or by such other means as is reasonably agreed to by the Developer and the Authority): Developer shall send by electronic mail to the Authority Email Addresses a notice that the Developer’s Phase 1A Payment Request and supporting documentation have been uploaded to an internet website, the link to which shall be included in such email notice. Authority shall send confirmation to the Developer by electronic mail once Authority has successfully accessed the Developer’s Phase 1A Payment Request. The Authority shall not have an obligation to make payment to Developer unless and until Developer provides the Executive Director with a Developer’s Phase 1A Payment Request, together with all of the items described therein (including the Architect’s Certificate), and such Developer’s Phase 1A Payment Request is approved by the Executive Director as provided below. 9.1.2.2. Inspection. The Developer’s Phase 1A Infrastructure Improvements shall be subject to City inspection, as applicable, as provided in section 2-11 of the Greenbook. Developer shall ensure that all persons and entities providing work or services for the Developer’s Phase 1A Infrastructure Improvements comply with the inspection requirements provided in section 2-11 of the Greenbook. 9.1.2.3. Prevailing Wage Compliance. Developer shall ensure that all persons and entities providing work or services for the Developer’s Phase 1A Infrastructure Improvements comply with prevailing wage requirements, as and to the extent described in Section 7.2.3.1. 9.1.2.4. Public Entity Approval. The Executive Director shall review each Developer’s Phase 1A Payment Request and the supporting documentation. If the Executive Director finds in his/her reasonable discretion that any such Developer’s Phase 1A Payment Request is incomplete (except to a de minimis extent) or contains material errors or misstatements on its face, then the Executive Director shall so inform Developer in writing within ten (10) Business Days after Developer provides such Developer’s Phase 1A Payment Request to Authority of the reasons for his/her finding. Developer shall have the right to respond to such finding by submitting further documentation requested in such finding after receipt of said finding. The Executive Director shall review any further documentation received from Developer in support of the Developer’s Phase 1A Payment Request and inform Developer of his/her approval or denial of the Developer’s Phase 1A Payment Request within five (5) Business Days after Developer provides such further documentation to Authority. If the Executive Director does not find that any such Developer’s Phase 1A Payment Request is incomplete (except to a de minimis extent) or contains material errors or misstatements on its face, then the Executive Director shall so inform Developer in writing within ten (10) Business Page 279 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 41 4825-3218-1203/024036-0079 Days after Developer provides such Developer’s Phase 1A Payment Request to Authority and within that time period approve the Developer’s Phase 1A Payment Request. If the Executive Director determines that the Developer’s Phase 1A Payment Request is incomplete (except to a de minimis extent) or contains material errors or misstatements on its face, but that sufficient and complete information exists with respect to a portion of the Phase 1A Payment Request, then the Executive Director shall approve the Developer’s Phase 1A Payment Request with respect to such portion of the Developer’s Phase 1A Payment Request and so notify Developer within ten (10) Business Days after Developer provides such Developer’s Phase 1A Payment Request to Authority. The Authority shall cause the Executive Director to carry out his or her duties under this Section 9.1.2.4 in a reasonable and good faith manner. Notwithstanding anything to the contrary set forth in this Agreement, (a) the Authority may make payment to Developer under protest and commence dispute resolution proceedings pursuant to Section 26.12 and (b) if Authority has made a payment to Developer and later determines that the payment was made in error, whether due to an incomplete or inaccurate payment request or due to missing documentation or otherwise, Authority may commence dispute resolution proceedings pursuant to Section 26.12 to challenge such previous payment. A certificate or request that Developer delivers under this Agreement will be deemed to contain material errors or misstatements on its face if such material error or omission is apparent from the four corners of such certificate or request without the use of extrinsic evidence. 9.1.3. Time of Payment. If the Executive Director provides approval pursuant to Section 9.1.2 with respect to all or any portion of any Developer’s Phase 1A Payment Request, then the Authority shall cause payment to be made to Developer for the approved costs/expenses associated with such Developer’s Phase 1A Payment Request by the Payment Date (excluding any Developer’s Phase 1A Contested Charges). If the Payment Date falls on a weekend or holiday, the Payment Date shall be extended to the next Business Day. Except for Developer Phase 1A Contested Charges, all costs/expenses associated with each Developer Phase 1A Payment Request shall accrue interest at the Specified Default Rate from the Payment Date until paid. At the request of the Authority, the Developer will waive the interest accrued during the first ten (10) Business Days following the applicable Payment Date up to a total of four (4) times in each calendar year for payments made after the required Payment Date under this Section 9.1.3 and Sections 9.1.4.3(b), 9.2.3 and 9.2.4.2(b). Any payment or portion thereof made to Developer in accordance with a Developer’s Phase 1A Payment Request and later determined by the Authority and Developer or by an arbitrator after dispute resolution pursuant to Section 26.12 to have been incorrectly made shall accrue interest at the Specified Default Rate from the date the Authority made the incorrect payment until the date the Developer returns such amount to the Authority with interest. Developer shall pay the amount of the incorrect payment or portion thereof plus such accrued interest to Authority within ten (10) Business Days following the determination that such payment was incorrectly made to Developer, or, with the written approval of the Executive Director, such amounts shall be deducted from the following Developer’s Phase 1A Payment Request(s) submitted by the Developer. Subject to Section 21.7 and Section 21.8, additional Developer’s Phase 1A Infrastructure Improvements Costs incurred by the Developer that result from the failure to make payments when required by this Agreement will be the obligation of the Authority. 9.1.3.1. Additional Costs. Any costs that may accrue, such as interest on late payments to the General 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 Authority if the Authority has timely made all required payments to Developer or Developer has failed to provide the corresponding complete Developer’s Phase 1A Payment Request to Authority. Such additional costs shall be the obligation of the Developer and not eligible for reimbursement. Page 280 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 42 4825-3218-1203/024036-0079 9.1.4. Withholding and Contested Charges. 9.1.4.1. Withholding. Except to the extent required by law, Developer shall comply with and enforce the provisions relating to retainage and withholding set forth in the General Contract. Any deviations from such provisions of the General Contract shall be subject to the Authority’s approval, which shall be provided in the sole and absolute discretion of the Authority. Without limiting the foregoing, Developer may release retainage or withholding amounts to a General Contractor, subject to Authority’s reasonable approval, if it would reduce the overall cost of the applicable General Contract. Amounts required to be withheld or retained pursuant to this Agreement shall be excluded from amounts requested for payment pursuant to Developer Phase 1A Payment Requests until such amounts will be actually paid to the applicable General Contractor. 9.1.4.2. Payment and Invoicing for Withholding. Where a stop payment notice or mechanic’s lien has been filed following the recordation of the Notice of Completion, Developer shall, to the extent in compliance with Law, withhold the amount in controversy until a fully executed release of stop payment notice or mechanic’s lien or a bond releasing the stop payment notice or mechanic’s lien has been filed and a conformed copy delivered to the Authority, as applicable. Notwithstanding anything in this Agreement to the contrary, Developer shall not be required to withhold any funds from the General Contractor or any Subcontractor to the extent doing so would violate any applicable law. 9.1.4.3. Developer’s Phase 1A Contested Charges. In the event the Authority contests whether any amount that is included in any Developer’s Phase 1A Payment Request is properly included in the Developer’s Phase 1A Contract Sum (“Developer’s Phase 1A Contested Charges”), the Authority shall provide Developer a written statement of the Developer’s Phase 1A Contested Charges, the reason why the costs/expenses are contested, and a proposed resolution. a. Appeal to the Executive Director. Developer may appeal the determination by the Authority of any Developer’s Phase 1A Contested Charges. The appeal must be received within thirty (30) days after the Authority notifies the Developer of such Developer’s Phase 1A Contested Charge. During the appeal period, and as long as any Developer’s Phase 1A Contested Charge remains disputed, Developer shall proceed with the development of the Project, and the Authority shall compensate Developer for all amounts requested under Developer’s Phase 1A Payment Request at issue other than the Developer’s Phase 1A Contested Charges. If, following the appeal, the Executive Director determines that any Developer’s Phase 1A Contested Charges are eligible for reimbursement or payment to Developer, such amounts shall be included in the next payment to Developer. If the Parties involved in the dispute regarding Developer’s Phase 1A Contested Charges are unable to agree and settle such dispute within ten (10) Business Days after the commencement of the appeal period, then the Parties shall resolve the conflict pursuant to Section 26.12. b. Interest. All Developer’s Phase 1A Contested Charges shall accrue interest at the Specified Default Rate from the Payment Date that would have been applicable to such Developer’s Phase 1A Contested Charges if such Developer’s Phase 1A Contested Charges were approved for payment until the date on which such Developer’s Phase 1A Contested Charges are paid to Developer; provided, that no interest shall be paid to Developer with respect to any Developer’s Phase 1A Contested Charges that are finally determined to be ineligible for reimbursement or payment to Developer. At the request of the Authority, the Developer will waive Page 281 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 43 4825-3218-1203/024036-0079 the interest accrued during the first ten (10) Business Days following the applicable Payment Date up to a total of four (4) times in each calendar year for payments made after the required Payment Date under this Section 9.1.4.3(b) and Sections 9.1.3, 9.2.3 and 9.2.4.2(b). 9.1.5. Cutoff for Submission of Invoices. Developer shall submit its final Developer’s Phase 1A Payment Request not later than the Cutoff Date. Any Developer’s Phase 1A Payment Requests submitted after the Cutoff Date shall not be reviewed or included as a Developer’s Phase 1A Infrastructure Improvements Cost or Stipulated Developer’s Phase 1A Infrastructure Improvements Overhead Amount. The final payment by the Authority for the Developer’s Phase 1A Infrastructure Improvements will be made only after Developer has submitted all documentation reasonably necessary to substantiate the cost of construction and completing the Developer’s Phase 1A Infrastructure Improvements associated with that phase, mechanic’s lien free, stop payment notice free, substantially in accordance with the Approved Drawings and Specifications for the Developer’s Phase 1A Infrastructure Improvements in all material respects. Final inspection and sign-off by the inspectors of the Authority with associated mechanic’s lien and stop payment notice releases (or bonds releasing contested mechanic’s liens or stop payment notices) shall be sufficient evidence of the mechanic’s lien or stop payment notice free completion of the Developer’s Phase 1A Infrastructure Improvements. 9.1.6. Final Accounting. Following Completion of the Developer’s Phase 1A Infrastructure Improvements, Developer shall submit a Final Accounting to the Authority in order to determine the actual amount of the Developer’s Phase 1A Infrastructure Improvements Costs, the Stipulated Developer’s Phase 1A Infrastructure Improvements Overhead Amount and Developer’s Phase 1A Contract Sum. Developer shall also submit all supporting information reasonably necessary (to the extent not otherwise previously submitted in conjunction with a Developer’s Phase 1A Payment Request) to document the Developer’s Phase 1A Infrastructure Improvements Costs, including specific details on the costs and work attributable to the Developer’s Phase 1A Infrastructure Improvements, including, as applicable, third-party invoices, billings, and receipts for construction surveying, soil testing, blue printing, actual construction costs, and similar expenses. Developer shall also submit final lien releases and stop payment notice waivers and releases for all Developer’s Phase 1A Infrastructure Improvements. Any dispute regarding the Final Accounting shall be resolved in accordance with Section 26.12. 9.1.6.1. True-up Payments. Within thirty (30) Business Days following a Final Accounting, the Authority shall determine whether the actual payments made with respect to the Developer’s Phase 1A Infrastructure Improvements equal the audited approved costs and expenses and provide the Authority’s report thereon (the “Authority’s Phase 1A Final Review”) to Developer for Developer’s review and approval. Any dispute regarding the Authority’s Final Review shall be resolved in accordance with Section 26.12. In the event that the amount of the Developer’s Phase 1A Contract Sum as determined in the approved Authority’s Final Review (the Developer’s Phase 1A Final Amount”) exceeds the amount of the actual payments, then the Authority shall make a true-up payment to Developer for the difference within twenty (20) Business Days. If the amount of actual payments to Developer exceeds the Developer’s Phase 1A Final Amount, then Developer shall remit or cause the remittance of the difference to the Authority within twenty (20) Business Days of a notice of deficiency. Page 282 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 44 4825-3218-1203/024036-0079 9.2. Convention Center Costs. The provisions of this Section 9.2 and each subsection of this Section 9.2 shall apply solely to the Convention Center. 9.2.1. Payment of Costs Associated with the Convention Center. On the Effective Date, Authority shall pay the Initial Development Fee Payment to Developer. Based upon the Convention Center Payment Requests submitted to the Authority by the Developer, the Authority shall make progress payments on account of the Convention Center Contract Sum to the Developer in accordance with the provisions of this Section 9.2. The amount of each progress payment shall be computed as follows: 9.2.1.1. The amount of each progress payment shall first include: a. The Convention Center Costs incurred or to be incurred by Developer and for which Developer has made or intends to make actual payment prior to the next Convention Center Payment Request; b. The Total Convention Center Development Fee that has accrued as of the date of such Convention Center Payment Request; and c. The Stipulated Convention Center Overhead Amount that has accrued as of the date of such Convention Center Payment Request. 9.2.1.2. The amount of each progress payment shall then be reduced by, without duplication: a. The aggregate of any amounts previously paid by the Authority in respect of the Convention Center Contract Sum; b. The amount by which the Architect, pursuant to the Architect’s Certificate that is attached to such Convention Center Payment Request, reduces the amount to be paid with respect to such Convention Center Payment Request. The Architect may reduce such amount to the extent the work performed by Developer for which payment is requested has not been performed substantially in accordance in all material respects with the Convention Center Plans, in which case the amount to be disbursed under the applicable Convention Center Payment Request shall be reduced to reflect the cost of causing such construction to be performed substantially in accordance in all material respects with the Convention Center Plans (without duplication of any similar reduction that is made by Developer). In the event of any such reduction, Developer may seek payment for the amounts so reduced in any subsequent Convention Center Payment Request; and c. Any amount for which the Developer does not intend to pay General Contractor or any Subcontractor, unless the work has been performed by others the Developer intends to pay. 9.2.1.3. Maximum Convention Center Amount. The maximum amount disbursed hereunder for the Convention Center Contract Sum shall not exceed the Maximum Convention Center Amount. Neither Developer nor its General Contractor nor any Subcontractor, nor any combination thereof, shall be entitled to payment in respect of the Convention Center Contract Sum in excess of the Maximum Convention Center Amount. For the avoidance of doubt, Page 283 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 45 4825-3218-1203/024036-0079 Repair/Restoration Costs are not included in the Convention Center Contract Sum and shall not be limited to the Maximum Convention Center Amount, rather such amounts will also be funded from Net Proceeds transferred to the 2022A Construction Account and other amounts available to the Developer for Repair/Restoration Costs pursuant to the terms of the Sublease, Facility Lease and Authority Indenture. Once transferred to the 2022A Construction Account pursuant to the terms of the Authority Indenture, such Net Proceeds will be disbursed pursuant to the procedures set forth in Section 9.2.1. 9.2.1.4. Allocation of Common Costs. Common costs shall be reasonably and equitably allocated between the Developer’s Phase 1A Infrastructure Improvements and the Convention Center, generally consistently with the allocation of such common costs set forth in the Form of Convention Center Budget attached hereto as Exhibit P, and such allocations shall be subject to review and approval by the Port District and City (in their reasonable discretion). All such common costs shall be tracked and allocated so as to properly distinguish common cost allocations between the Developer’s Phase 1A Infrastructure Improvements and the Convention Center for purposes of complying with provisions applicable to the Authority Tax-Exempt Bonds. 9.2.1.5. Funds for Payment of Costs/Expenses. a. Subject to Section 9.2.1.5(b) and Section 21.7, (i) the source of funds for the payment of costs and expenses for the Convention Center shall be limited to A) eligible proceeds of the Taxable Authority Bonds actually on deposit in the 2022A Bond Proceeds Subaccount, (B) amounts deposited in the Public Entity Contribution Subaccount, and C) any Net Proceeds authorized to be used for such payments (in an amount not to exceed the Project Public Investment Amount plus any Net Proceeds or other amounts available therefor pursuant to the Authority Indenture, the Facility Lease and the Sublease), (D) Advance Rent (to the extent received by any Public Entity and not paid to Developer pursuant to this Agreement), E) amounts on deposit or that are required to be on deposit in the Authority Surplus Fund (solely to the extent provided in Section 21.7), (F) other amounts to the extent provided in Section 21.7, and G) other amounts deposited by the Developer with the Authority to pay Convention Center Costs and (ii) no other funds of the City, the Financing District, the Port District, the Authority, or the County, or monies held by, owed to, or in trust for, the City, the Financing District, the Port District, the Authority or the County, shall be used by the Authority or sought to be collected by any Developer Party for the payment of costs and expenses for the Convention Center other than those identified in this Section. Notwithstanding anything to the contrary set forth in this Agreement, the failure of the Authority to make payments with respect to the Convention Center Contract Sum in accordance with the provisions of this Section 9.2 shall not constitute a default or Event of Default of any Public Entity under this Agreement (or require the payment of default interest by the Authority to the Developer under this Agreement), only if, and for so long as, such default or Event of Default occurs because the Authority is unable to disburse such funds, or is unable to cause such funds to be disbursed, solely because insufficient funds are available in the 2022A Bond Proceeds Subaccount because (i) a Defaulting Purchaser (as defined in the Bond Purchase Agreement) failed to make any Advance that (A) is with respect to the 2022A Bonds and (B) the Bond Purchase Agreement required any Defaulting Purchaser to make, or (ii) Purchasers (as defined in the Bond Purchase Agreement) are not then required to make additional Advances because the aggregate amount of all Advances (as defined in the Bond Purchase Agreement) then made is equal to or greater than the corresponding cumulative amount set forth for the appropriate time period on the Advance Funding Schedule (as defined in the Bond Purchase Agreement), or (iii) Purchasers are not then required to make additional Advances because a condition precedent to such Advance is not satisfied pursuant to Page 284 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 46 4825-3218-1203/024036-0079 x) Section 4.02(b)(ii) of the Bond Purchase Agreement as a result of an Event of Default described in any of the following clauses of Section 7.01 of the Bond Purchase Agreement; (e), (f) (but only with respect to a default or event of default by a Developer Party or the Completion Guarantor), (h), j) (other than as a result of an Authority Event of Default or a default of any Public Entity under a Related Document” (as defined in the Bond Purchase Agreement)), (k) (but only if the void, voidable, unenforceable or illegal provision relates to an obligation of a Developer Party or the Completion Guarantor and such provision is not rendered void, voidable, unenforceable or illegal because of any act, circumstance or condition caused by any of the Public Entities), (l) (but only terminations by Developer or the Completion Guarantor), (n) (but only with respect to insurance required to be maintained by a Developer Party or the Completion Guarantor), or (o) (but only with respect to material Governmental Approvals (defined in the Bond Purchase Agreement) required to be obtained by a Developer Party or the Completion Guarantor pursuant to this Agreement, Ground Lease, or Sublease, in each case, unless arising from any failure of a Public Entity to perform its obligations under any Related Document) or (y) Section 4.02(b)(v) of the Bond Purchase Agreement but only if and to the extent the Authority is unable to make the certification described in Section 4.02(b)(v) of the Bond Purchase Agreement with respect to Governmental Approvals required to be obtained by a Developer Party or the Completion Guarantor pursuant to this Agreement, the Ground Lease, or the Sublease, in each case, unless arising from any failure of a Public Entity to perform its obligations under any Related Document). For the avoidance of doubt: a) the absence of sufficient funds in any subaccount of the 2022B Construction Account or the Authority Existing Revenues Subaccount shall not waive the Authority’s obligation to make payments to the Developer that are due and payable in accordance with Section 9.1 hereunder, and b) except as set forth in the preceding sentence and unless and until the full Project Public Investment Amount (including any interest to the extent payable under Section 9.2) has been disbursed to Developer pursuant to Section 9.2 (excluding amounts with respect to Advance Rent), the absence of sufficient funds in any subaccount of the 2022A Construction Account or the Public Entity Contribution Subaccount shall not waive the Authority’s obligation to make payments to the Developer that are due and payable in accordance with Section 9.2 hereunder. The Authority shall not consent to or permit any modification to the Advance Funding Schedule (defined in the Bond Purchase Agreement) without the consent of the Developer, which shall not be unreasonably withheld, conditioned, or delayed. This Section 9.2.1.5(a) shall not limit the Developer’s application of proceeds of Advance Rent to pay for the costs and expenses of the Convention Center. b. On the Effective Date, Authority shall cause the Trustee to deposit a portion of the Project Public Investment Amount into the 2022A Construction Account, as follows: (i) the Authority shall deposit the Initial Advance (as defined in the Indenture) of Taxable Authority Bonds into the 2022A Bond Proceeds Subaccount, (ii) the City shall transfer to the Trustee and instruct the Trustee to deposit $9,500,000 into the Public Entity Contribution Subaccount, and (iii) the Port District shall transfer to the Trustee and instruct the Trustee to deposit 9,500,000 into the Public Entity Contribution Subaccount. Pursuant to the terms of the Authority Indenture, the Authority shall cause the Trustee to transfer (x) any proceeds of an Advance received under the Bond Purchase Agreement into such accounts as provided in the Authority Indenture and y) any Net Proceeds deposited into the Insurance and Condemnation Fund that are available to be used for repair, rebuilding, restoration or reconstruction of the Convention Center to the 2022A Construction Account if required pursuant to the terms of the Authority Indenture, the Sublease and the Facility Lease. The Authority shall take all actions necessary to cause the Trustee to disburse moneys from the 2022A Construction Account (except as provided in Section 9.2.1.7 below, first from the 2022A Bond Proceeds Subaccount, until the 2022A Bond Proceeds Subaccount is depleted, and then from the Public Entity Contribution Subaccount) (a) for payments required to be made to Page 285 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 47 4825-3218-1203/024036-0079 the Developer as and when required under this Agreement, the Sublease, the Facility Lease and the Authority Indenture, including for any repair, rebuilding, restoration or reconstruction of the Convention Center and (b) until Full Payment, only to Developer. No Public Entity shall interfere with any lawfully made disbursement request delivered to the Trustee. Amounts in the 2022A Bond Proceeds Subaccount shall not be applied to redemption of the Authority Bonds, except for the mandatory redemption of the Authority Bonds on or after June 1, 2027 if and to the extent required by the Authority Indenture. c. Until Full Payment, the Authority shall (a) neither direct nor authorize the Trustee to transfer amounts out of the 2022A Construction Account or the Authority Surplus Fund for any purpose other than to Developer for payment of the Convention Center Contract Sum pursuant to Section 9.2 of this Agreement, interest due to Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) of this Agreement, and amounts to be paid to Developer pursuant to Section 5.1.3, and (b) direct or authorize the Trustee to transfer amounts out of the 2022A Construction Account or the Authority Surplus Fund only to the account or accounts designated by Developer in writing. d. Until Full Payment, the Authority shall use reasonable efforts to cause the Trustee to deliver to the Developer and the Authority on a monthly basis statements for the 2022A Account and the 2022B Account (but not the 2022B Bayfront Infrastructure Improvements Account or the County Funded Bayfront Infrastructure Improvements Account) of the Construction Fund showing the account balance and deposits and withdrawals for the month covered by the statement. If Developer exercises a Sweetwater Park Option, Authority shall also cause the Trustee to deliver monthly statements for the 2022B Bayfront Infrastructure Improvements Account of the Construction Fund to Developer showing the account balance and deposits and withdrawals for the month covered by the statement. 9.2.1.6. Application of Funds. Payments to the Developer made pursuant to this Section 9.2 shall be made: a. First, from eligible proceeds of the Taxable Authority Bonds authorized to be used for such payments, subject to availability of amounts in the 2022A Bond Proceeds Subaccount; and b. Second, except as otherwise provided in Section 9.2.1.7 below, upon the exhaustion of the proceeds described in clause a. or if, for any reason, under the Indenture or the Bond Purchase Agreement, such proceeds are not available to be disbursed, or are not to be disbursed, at such time, from amounts transferred to the Trustee by the City and Port District for deposit in the Public Entity Contribution Subaccount (which shall be equal to 19,000,000) and any amounts transferred to replenish the Public Entity Contribution Subaccount; and c. Third, upon the exhaustion of the proceeds described in clause a. and clause b., or sooner if and to the extent elected by the Developer in its sole discretion in a written notice delivered to the Authority, from the proceeds of Advance Rent received by the Authority pursuant to the Facility Lease; d. Solely to the extent provided in Section 21.7, from amounts on deposit in the Authority Surplus Fund; and Page 286 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 48 4825-3218-1203/024036-0079 e. If and as needed in accordance with the terms of the Sublease, Facility Lease and Authority Indenture, from the Net Proceeds available for use for Repair/Restoration Costs. 9.2.1.7. Use of Amounts in Public Entity Contribution Subaccount. Notwithstanding Section 9.2.1.6, Developer may submit a Convention Center Payment Request which requests disbursement of moneys from the Public Entity Contribution Subaccount prior to depletion of all proceeds of the Taxable Authority Bonds if insufficient Taxable Authority Bond proceeds are available in the 2022A Bond Proceeds Subaccount to make a payment of the Convention Center Contract Sum as required under this Section 9.2. Notwithstanding the provisions of Section 9.2.2.1 to the contrary, disbursements of moneys from the Public Entity Contribution Subaccount shall not be conditioned on delivery of an In-Balance Certificate by the Administrative Agent. Further, if the Executive Director does not respond to a Convention Center Payment Request which requests disbursement of moneys from the Public Entity Contribution Subaccount prior to depletion of all proceeds of the Taxable Authority Bonds within ten (10) Business Days after Developer provides such Convention Center Payment Request to Authority, then such Convention Center Payment Request shall be deemed to have been approved under protest by the Executive Director. Concurrently with the delivery of a Convention Center Payment Request which requests disbursement of moneys from the Public Entity Contribution Subaccount, Developer shall deliver a RIDA Requisition in the form attached as Exhibit F to the Authority Indenture to the Trustee and the Authority stating the amount of such Convention Center Payment Request that the Developer is requesting be paid from the Public Entity Contribution Subaccount. Authority shall provide the Trustee with a copy of any approval, denial, or request for additional documentation provided to Developer pursuant to Section 9.2.2.3 in response to such Convention Center Payment Request. Authority and Developer acknowledge that the Trustee is instructed in the Authority Indenture to provide written notice to Authority if the Trustee has not received an approval or denial within seven 7) Business Days of receipt of the Developer’s Public Entity Contribution Subaccount Requisition and to disburse the requested payment to Developer on the tenth (10th) Business Day following receipt of the RIDA Requisition if Trustee has not received a written denial of the Convention Center Payment Request on or before the ninth (9th) Business Day following the Trustee’s receipt of the RIDA Requisition. In the event the amount on deposit in the Public Entity Contribution Subaccount is less than $19,000,000, future advances of Taxable Authority Bond proceeds made pursuant to the Bond Purchase Agreement shall be deposited into the Public Entity Contribution Subaccount until the balance therein equals $19,000,000 and thereafter into the 2022A Bond Proceeds Subaccount. All other provisions of this Section 9.2 shall apply to all disbursements of moneys from the Public Entity Contribution Subaccount. All notices provided to Authority under this Section shall be submitted by email to the Authority Email Addresses with the subject line “Developer Requisition for Convention Center Costs – Response Deadline [insert response date]” (and Developer shall insert the date on which the ninth (9th) Business Day following the submittal of the Convention Center Payment Request in the subject line of the email). 9.2.2. Prerequisites to Payment. 9.2.2.1. Convention Center Payment Request. Prior to the disbursement or reimbursement of any amounts to pay the Convention Center Contract Sum or Repair/Restoration Costs, Developer shall provide the Executive Director and the Administrative Agent with a Convention Center Payment Request, together with all of the items described therein. Each Convention Center Payment Request shall show (i) the Convention Center Costs or Repair/Restoration Costs, as applicable, incurred or to be incurred by Developer and for which Page 287 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 49 4825-3218-1203/024036-0079 Developer has made or intends to make actual payment prior to the next Convention Center Payment Request, (ii) the Remaining Convention Center Development Fee computed upon such Convention Center Costs and (iii) the Stipulated Convention Center Overhead Costs with respect to such Convention Center Costs and as applicable. The form of Convention Center Payment Request attached hereto as Exhibit K-2 may be modified or replaced by Developer, subject to the consent of Authority and Administrative Agent, provided or withheld in the sole discretion of each of the Authority and the Administrative Agent. Each Convention Center Payment Request shall be delivered in the following manner (or by such other means as is reasonably agreed to by the Developer and the Authority): Developer shall send by electronic mail to the Authority Email Addresses and the Administrative Agent Email Address a notice that the Convention Center Payment Request and supporting documentation has been uploaded to an internet website, the link to which shall be included in the email notice. Authority shall send confirmation to the Developer by electronic mail once Authority has successfully accessed the Convention Center Payment Request. The Authority shall not have an obligation to make payment to Developer unless and until (a) Developer provides the Executive Director with a Convention Center Payment Request, together with all of the items described therein (including the Architect’s Certificate), and such Convention Center Payment Request is approved by the Executive Director as provided below and (b) Administrative Agent delivers to Authority an In-Balance Certificate in the form attached as Exhibit AA; provided that the Administrative Agent shall be deemed to have submitted such In- Balance Certificate if the Administrative Agent has not delivered notice to the Authority and Developer stating that the Project (as defined in the Bond Purchase Agreement) is not In-Balance (as defined in the Bond Purchase Agreement) on or before six (6) Business Days following the later to occur of the date on which the Developer delivers (i) the Convention Center Payment Request to the Authority with a copy to the Administrative Agent and (ii) the Other Requisite Information (defined in the Bond Purchase Agreement) with respect to such Convention Center Payment Request to the Administrative Agent. 9.2.2.2. Prevailing Wage Compliance. Developer shall ensure that all persons and entities providing work or services for the Improvements comply with Prevailing Wage requirements, as and to the extent described in Section 7.2.3.1. 9.2.2.3. Public Entity Approval. The Executive Director shall review each Convention Center Payment Request and the supporting documentation. If the Executive Director finds in his/her reasonable discretion that any such Convention Center Payment Request is incomplete (except to a de minimis extent) or contains material errors or misstatements on its face, then the Executive Director shall so inform Developer in writing within ten (10) Business Days after Developer provides such Convention Center Payment Request to Authority, of the reasons for his/her finding. Developer shall have the right to respond to such finding by submitting further documentation requested in such finding after receipt of said finding. The Executive Director shall review any further documentation received from Developer in support of the Convention Center Payment Request and inform Developer of his/her approval or denial of the Convention Center Payment Request within five (5) Business Days after Developer provides such further documentation to Authority. If the Executive Director does not find that any such Convention Center Payment Request is incomplete (except to a de minimis extent) or contains material errors or misstatements on its face, then the Executive Director shall so inform Developer in writing within ten (10) Business Days after Developer provides such Convention Center Payment Request to Authority and within Page 288 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 50 4825-3218-1203/024036-0079 that time period approve the Convention Center Payment Request. If the Executive Director determines that the Convention Center Payment Request is incomplete (except to a de minimis extent) or contains material errors or misstatements on its face, but that sufficient and complete information exists with respect to a portion of the Construction Costs Payment Request, then the Executive Director shall approve the Convention Center Payment Request with respect to such portion of the Convention Center Payment Request and so notify Developer within ten (10) Business Days after Developer provides such Convention Center Payment Request to Authority. The Authority shall cause the Executive Director to carry out his or her duties under this Section 9.2.2.3 in a reasonable and good faith manner. Notwithstanding anything to the contrary set forth in this Agreement, (a) the Authority may make payment to Developer under protest and commence dispute resolution proceedings pursuant to Section 26.12 and (b) if Authority has made a payment to Developer and later determines that the payment was made in error, whether due to an incomplete or inaccurate payment request or due to missing documentation or otherwise, Authority may commence dispute resolution proceedings pursuant to Section 26.12 to challenge such previous payment. A certificate or request that Developer delivers under this Agreement will be deemed to contain material errors or misstatements on its face if such material error or omission is apparent from the four corners of such certificate or request without the use of extrinsic evidence. 9.2.3. Time of Payment. If the Executive Director provides approval pursuant to Section 9.2.2 with respect to all or any portion of any Convention Center Payment Request, then the Authority shall cause payment to be made to Developer for the approved costs/expenses associated with such Convention Center Payment Request to be paid by the Payment Date (excluding any Convention Center Contested Charges). If the Payment Date falls on a weekend or holiday, the Payment Date shall be extended to the next Business Day. Except for Convention Center Contested Charges, all costs/expenses associated with each Convention Center Payment Request shall accrue interest at the Specified Default Rate from the Payment Date until paid. At the request of the Authority, the Developer will waive the interest accrued during the first ten (10) Business Days following the applicable Payment Date up to a total of four (4) times in each calendar year for payments made after the required Payment Date under this Section 9.2.3 and Sections 9.1.3, 9.1.4.3(b) and 9.2.4.2(b). Any payment or portion thereof made to Developer in accordance with a Convention Center Payment Request and later determined by the Authority and Developer or by an arbitrator after dispute resolution pursuant to Section 26.12 to have been incorrectly made shall accrue interest at the Specified Default Rate from the date the Authority made the payment until the date the Developer returns such payment together with such interest thereon to the Authority. Developer shall pay the amount of the incorrect payment or portion thereof plus such accrued interest to Authority within ten (10) Business Days following the determination that such payment was incorrectly made to Developer, or, with the written approval of the Executive Director, such amounts shall be deducted from the following Convention Center Payment Request(s) submitted by the Developer. Subject to Section 21.7, additional costs incurred by the Developer in excess of the amount of interest paid to Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) (calculated as if interest at the Specified Default Rate had accrued during the ten (10) Business Day cure periods described in such Sections 9.2.3 and 9.2.4.2(b) and was not waived by Developer) that, in each case, result from the failure to make payments when required by this Agreement will be the obligation of the Authority. 9.2.3.1. Advance Rent Notices. In the event that the payment required pursuant to Section 9.2.3 will be made, in whole or in part, from the proceeds of Advance Rent received by the Authority under the Facility Lease, then the Authority shall, no later than two (2) days after submitting the applicable approval described in Section 9.2.2, provide a Facility Lease Page 289 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 51 4825-3218-1203/024036-0079 Advance Rent Notice to the City for the amount of Advance Rent required to make such payment. Except as set forth in this Section 9.2.3.1 or in Section 9.2.6.1, (a) the Authority shall not, without the Developer’s prior written consent, provide a Facility Lease Advance Rent Notice to the City and b) the City shall not, without the Developer’s prior written consent, provide a Sublease Advance Rent Notice to the Developer unless the City shall have received a corresponding Facility Lease Advance Rent Notice from the Authority. As provided in the Sublease, if Developer receives a notice from the City confirming that the City assigned to the Authority its right to receive the payment of Advance Rent under the Sublease, then, from and after the date of the receipt of such notice, Developer shall pay Advance Rent to the Authority as the City’s assignee. The Parties acknowledge that additional procedures regarding the payment of Advance Rent are set forth in the Payment Direction Agreement. 9.2.3.2. Additional Costs. Any costs that may accrue, such as interest on late payments to the General 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 Authority if the Authority has timely made all required payments to Developer or Developer has failed to provide the corresponding complete Convention Center Payment Request to Authority. Such additional costs shall be the obligation of the Developer and not eligible for reimbursement. 9.2.4. Withholding and Contested Charges. 9.2.4.1. Payment and Invoicing for Withholding. Where a stop payment notice or mechanic’s lien has been filed following the recordation of the Notice of Completion, Developer shall, to the extent in compliance with Law, withhold the amount in controversy until a fully executed release of stop payment notice or mechanic’s lien or a bond releasing the stop payment notice or mechanic’s lien has been filed and a conformed copy delivered to the Authority, as applicable. Notwithstanding anything in this Agreement to the contrary, Developer shall not be required to withhold any funds from the General Contractor or any Subcontractor to the extent doing so would violate any applicable law. 9.2.4.2. Convention Center Contested Charges. In the event the Authority contests whether any amount that is included in any Convention Center Payment Request is properly included in the Convention Center Contract Sum or as a Repair/Restoration Cost (“Convention Center Contested Charges”), the Authority shall provide Developer a written statement of the Convention Center Contested Charges, the reason why the costs/expenses are contested, and a proposed resolution. a. Appeal to the Executive Director. Developer may appeal the determination by the Authority of any Convention Center Contested Charges. The appeal must be received within thirty (30) days after the Authority notifies the Developer of such Convention Center Contested Charge. During the appeal period, and as long as any Convention Center Contested Charge remains disputed, Developer shall proceed with the development of the Project (or repair and restoration of the Convention Center, as applicable), and the Authority shall compensate Developer for all amounts requested under the Convention Center Payment Request at issue other than the Convention Center Contested Charges. If, following the appeal, the Executive Director determines that any Convention Center Contested Charges are eligible for reimbursement, such amounts shall be included in the next payment to Developer. If the Parties involved in the dispute regarding Convention Center Contested Charges are unable to agree and settle such dispute within ten (10) Page 290 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 52 4825-3218-1203/024036-0079 Business Days after the commencement of the appeal period, then the Parties shall resolve the conflict pursuant to Section 26.12. b. Interest. All Convention Center Contested Charges shall accrue interest at the Specified Default Rate from the Payment Date that would have been applicable to such Convention Center Contested Charges if such Convention Center Contested Charges were approved for payment until the date on which such Convention Center Contested Charges are paid to Developer; provided, that no interest shall be paid to Developer with respect to any Convention Center Contested Charges that are finally determined to be ineligible for reimbursement or payment to Developer. At the request of the Authority, the Developer will waive the interest accrued during the first ten (10) Business Days following the applicable Payment Date up to a total of four (4) times in each calendar year for payments made after the required Payment Date under this Section 9.2.4.2(b) and Sections 9.1.3, 9.1.4.3(b) and 9.2.3. 9.2.5. Cutoff for Submission of Invoices. Except with respect to any Convention Center Payment Request for Repair/Restoration Costs, Developer shall submit its final Construction Costs Payment Request not later than the Cutoff Date. Any Construction Costs Payment Requests other than those for Repair/Restoration Costs) submitted after the Cutoff Date shall not be reviewed or included in the Project Costs for the Convention Center. The final payment by the Authority, for the Project or for Repair/Restoration Costs, as applicable, will be made only after Developer has submitted all documentation reasonably necessary to substantiate the cost of construction and completing or restoring/repairing, as applicable, the Convention Center associated with that phase, mechanic’s lien free, stop payment notice free, substantially in accordance with the Convention Center Plans in all material respects. Final inspection and sign-off by the inspectors of the Authority with associated mechanic’s lien and stop payment notice releases (or bonds releasing contested mechanic’s liens or stop payment notices) shall be sufficient evidence of the mechanic’s lien or stop payment notice free completion of the Convention Center. 9.2.6. Final Accounting. Following Completion of the Convention Center, Developer shall submit a Final Accounting to the Authority in order to determine the actual amount of the Convention Center Costs and Convention Center Contract Sum. Developer shall also submit all supporting information reasonably necessary (to the extent not otherwise previously submitted in conjunction with a Convention Center Payment Request) to document the Convention Center Costs, including specific details on the costs and work attributable to the Convention Center, including, as applicable, third-party invoices, billings, and receipts for construction surveying, soil testing, blue printing, actual construction costs, and similar expenses. Developer shall also submit final lien releases and stop payment notice waivers and releases for the Convention Center. Any dispute regarding the Final Accounting shall be resolved in accordance with Section 26.12. 9.2.6.1. True-up Payments. Within thirty (30) Business Days following a Final Accounting, the Authority shall determine whether the actual payments made with respect to the Convention Center equal the audited approved costs and expenses and provide the Authority’s report thereon (the “Authority’s Convention Center Final Review”) to Developer for Developer’s review and approval. Any dispute regarding the Authority’s Convention Center Final Review shall be resolved in accordance with Section 26.12. In the event that the amount of the Convention Center Contract Sum as determined in the Authority’s Final Review (the “Convention Center Final Amount”) exceeds the amount of the actual payments, then: (a) the Authority shall make a true-up payment to Developer for the difference within twenty (20) Business Days and (b) in the event that the payment required pursuant to clause (a) will be made, in whole or in part, from the proceeds of Page 291 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 53 4825-3218-1203/024036-0079 Advance Rent received by the Authority under the Facility Lease, then the Authority shall, no later than two (2) Business Days after the final determination of the Convention Center Final Amount, provide an Advance Rent Notice to the City under the Facility Lease for the amount of Advance Rent required to make such payment. If the amount of actual payments to Developer exceeds the Convention Center Final Amount, then Developer shall remit or cause the remittance of the difference to the Trustee as assignee of the Authority for deposit in the Revenue Fund under the Authority Indenture within twenty (20) Business Days of a notice of deficiency. 9.2.6.2. Final Accounting and True-up for Repair/Replacement Costs. If requested by either the Authority or Developer not later than one (1) year following payment to Developer of the final Repair/Replacement Costs incurred as a result of any Condemnation as provided in Section 5.1 of the Sublease, the Developer shall submit a Final Accounting which shall be processed to resolution in a similar manner to the Final Accounting described in Sections 9.2.6 and 9.2.6.1 for Convention Center Costs. There will be no Final Accounting with respect to a casualty event pursuant to Section 5.2 of the Sublease. 9.2.7. Casualty and Condemnation. While the disbursement provisions of this Section 9.2 have been drafted primarily to address the disbursement of funds for the development of the Convention Center, the Parties intend that the provisions of this Section 9.2 (with the exception of Subsections 9.2.5 which will not be applicable in such context) will also govern the disbursement of funds for the reconstruction or modification of the Convention Center following any event of damage to or destruction of, or condemnation or eminent domain with respect to, any portion of the Convention Center. As such, when the provisions of this Section 9.2 (with the exception of Subsections 9.2.5) are given effect in connection with such reconstruction or modification, such provision will be construed with the intent that Developer be able to access funds for such purposes, and the provisions of this Section 9.2 (with the exception of Subsections 9.2.5) will be deemed modified as reasonably necessary to give effect to such intent. Net Proceeds not disbursed pursuant to this Section 9.2 shall be disbursed pursuant to Article V of the Sublease and Section 6.1(a) of the Facility Lease. 9.3. Investment of Amounts in the Construction Fund. The Parties acknowledge that proceeds of the Authority Bonds and Net Proceeds on deposit from time to time in the Construction Fund and the Insurance and Condemnation Fund will be invested in Permitted Investments pursuant to, and as defined in, the Authority Indenture. The Authority agrees to provide the Developer an opportunity to provide recommendations regarding the Permitted Investments in which amounts on deposit in the Construction Fund and the Insurance and Condemnation Fund will be invested by providing the Developer with ten (10) days’ notice prior to directing the Trustee to change the investment of such funds. 9.4. Calculation of Specified Default Rate. All interest at the Specified Default Rate shall compound on a monthly basis on the first day of each full calendar month in which such interest is payable. 9.5. Redemption of Authority Bonds and Certain Amendments Prior to Full Payment. Prior to Full Payment, and provided that no Event of Default by Developer has occurred and is continuing: Page 292 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 54 4825-3218-1203/024036-0079 9.5.1. The Authority shall not deliver a Request described in the last sentence of Section 4.4 of the Indenture for transfers out of the Authority Surplus Fund for purposes other than payments to Developer pursuant to Sections 5.1.3 and 9.2 hereof. 9.5.2. The Authority shall not redeem the Authority Bonds in whole or in part, unless: 9.5.2.1. Except for the mandatory redemption of the 2022 Bonds pursuant to Section 2.2(c) of the Authority Indenture, no Advances remain to be disbursed to Authority under the Bond Purchase Agreement; and 9.5.2.2. Except for the mandatory redemption of the 2022 Bonds pursuant to Section 2.2(c) of the Authority Indenture, immediately following such redemption, all amounts on deposit in the 2022A Account and 2022B Account of the Construction Fund and the Authority Existing Revenues Account (in the case of the Authority Existing Revenues Account, in an amount up to $3,000,000) immediately prior to such redemption shall remain on deposit in the 2022A Account and 2022B Account of the Construction Fund and the Authority Existing Revenues Account, respectively, under the Authority Indenture, or shall be held in an escrow with an escrow holder that meets the financial standards for a replacement trustee under the Authority Indenture and pursuant to a commercially reasonable escrow agreement providing substantially the same requirements for disbursement of, such moneys; and 9.5.2.3. the interest rate on any Additional Bonds issued to redeem Authority Bonds shall not exceed the Default Rate (as such term is defined in the Bond Purchase Agreement) and the principal payments on such Additional Bonds shall not exceed, in any one fiscal year, one thirty-fifth (1/35) of the total original principal amount of the Authority Bonds issued on the Effective Date; provided that the restriction set forth in this Section 9.5.2.3 shall not apply if the Resort Hotel, Parking Improvements, and Convention Center are Complete. 9.5.3. The Authority shall not, without Developer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, terminate the Bond Purchase Agreement, Indenture, Support Agreement or Loan Agreement or amend or modify the Bond Purchase Agreement, Indenture, Support Agreement or Loan Agreement in any manner that results in a material adverse effect on the Developer (“Material Adverse Effect”). For purposes of this Section 9.5.3, a Material Adverse Effect shall only include (a) unless and until the Resort Hotel, Parking Improvements, and Convention Center are Complete, amendments to the Bond Purchase Agreement or Indenture that impose an interest rate or default rate on the Authority Bonds or Additional Bonds that exceeds the Default Rate (as such term is defined in the Bond Purchase Agreement) or that provide for principal payments on the Authority Bonds or Additional Bonds that exceed, in any fiscal year, one thirty-fifth (1/35) of the total original principal amount of the Authority Bonds issued on the Effective Date; and (b) amendments to the Bond Purchase Agreement, Indenture, Support Agreement or Loan Agreement that reasonably could be expected to (i) reduce the amount of Revenues or bond proceeds then on deposit or that will be deposited into any of the funds and accounts maintained under the Indenture from which Developer is to receive payment of Developer’s Phase 1A Infrastructure Improvements Costs pursuant to Section 9.1 hereof or Convention Center Costs pursuant to Section 9.2 hereof or (ii) directly or indirectly place any additional or more onerous restrictions on the disbursement of moneys, or materially increase the risk that moneys will not be disbursed in a timely manner, to the Developer from the funds and accounts maintained under the Indenture. Page 293 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 55 4825-3218-1203/024036-0079 9.6. Survival. With respect to any amounts that constitute part of Developer’s Phase 1A Contract Sum or the Convention Center Contract Sum that have been incurred by Developer but have not been paid or reimbursed to Developer pursuant to this Article IX, this Article IX and Section 21.7 shall survive the prior expiration and/or termination of this Agreement. ARTICLE X ACCEPTANCE OF IMPROVEMENTS 10.1. Developer’s Phase 1A Infrastructure Improvements. If Developer’s Phase 1A Infrastructure Improvements are Completed by Developer substantially in accordance in all material respects with the Approved Drawings and Specifications, if they comply with all Laws and Construction Requirements, and if Developer has satisfied all conditions of Acceptance set forth in Section 10.1.1, the City and the Port District shall Accept their respective Developer’s Phase 1A Infrastructure Improvements. Section 10.3, not this Section 10.1, governs Acceptance of the Remaining Phase 1A Infrastructure Improvements. 10.1.1. Conditions of Acceptance. Prior to Acceptance of any portion of Developer’s Phase 1A Infrastructure Improvements, Developer shall, as applicable: 10.1.1.1. Complete all punch-list items from the City’s inspection of Developer’s Phase 1A Infrastructure Improvements. 10.1.1.2. Record a Notice of Completion (NOC) with the County Recorder of San Diego County at least thirty-five (35) days prior to Acceptance of such portion of Developer’s Phase 1A Infrastructure Improvements. 10.1.1.3. Submit to Port District and to the City, as applicable, the following with respect to such portion of Developer’s Phase 1A Infrastructure Improvements, as applicable: a. Record drawings or “as-builts” in the form of final as- built CAD files; and b. Copies of the signed as-built mylars that are submitted to the City (a copy of which shall be provided to the Port District). c. With respect to City, evidence that adequate funds are available in City’s deposit account to cover City’s project close out costs with respect to permitting; d. With respect to City, record drawings or “as-builts” in the form of signed as-built mylars, and with respect to Port District, copies of such signed “as-builts”; e. One set of final soils reports (“as-graded” Geotech report); f. Completed City Form 5519 Certification; g. Completed City Form 5522 Statement of Substantial Conformance; Page 294 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 56 4825-3218-1203/024036-0079 h. Operations and maintenance manuals; and i. Warranty documentation. 10.1.1.4. Submit to Port District or City, as applicable, documentation and information reasonably necessary for Port District or City, as applicable, to provide the following items to Developer with respect to such portion of Developer’s Phase 1A Infrastructure Improvements, as applicable: a. Approval from Port District’s or City’s Land Surveyor, as applicable, confirming survey monuments are set and verified (as applicable); b. Confirmation that street lights are fully functional; and c. Written approval from Port District’s or City’s NPDES section, as applicable, confirming stormwater requirements have been satisfied. Subject to Section 2.1.6.4, upon receipt of the documentation and information set forth in this Section 10.1.1.4, City and Port District, as applicable, shall take all actions reasonably required to provide the foregoing items to Developer. 10.1.2. Acceptance Notice and Confirmation of Acceptance. When Developer reasonably determines that the conditions for Acceptance of any component of Developer’s Phase 1A Infrastructure Improvements have been satisfied, Developer will provide written notice thereof to Authority, with a copy to the Administrative Agent (an “Acceptance Notice”). Each of the City and the Port District, as applicable, shall either confirm its Acceptance (in its reasonable discretion) of such component of Developer’s Phase 1A Infrastructure Improvements or set forth the reasons for denying its Acceptance within ten (10) Business Days after Authority’s receipt of such Acceptance Notice. If the City or the Port deny Acceptance, then Developer shall take such steps as may be reasonably necessary to address the City’s reasons or the Port District’s reasons (as applicable) for denying its Acceptance and submit a new Acceptance Notice to Authority and the foregoing process shall continue on an iterative basis (and City and the Port District, as applicable, shall have ten (10) Business Days to respond to each Acceptance Notice) until the City or the Port District, as applicable, have confirmed that Acceptance of such component has occurred. 10.2. Convention Center. When Developer determines that the Convention Center is Complete, Developer will provide a copy of its certificate of occupancy or temporary certificate of occupancy to Authority, with a copy to the Administrative Agent, and the Authority shall confirm its Acceptance of the Convention Center within five (5) Business Days after Authority’s receipt of such copy of such certificate of occupancy or temporary certificate of occupancy. 10.3. Sweetwater Park. This Section applies only if Developer exercises a Sweetwater Park Option. 10.3.1. When Developer reasonably determines that the conditions for Sweetwater Park to be Sufficiently Complete have been satisfied, Developer will provide written notice thereof to Port District (a “Sufficient Completion Notice”). Port District shall either confirm Sufficient Completion (in its sole and good faith discretion) of Sweetwater Park or set forth the reasons for denying that Sweetwater Park is Sufficiently Complete within ten (10) Business Days after Port Page 295 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 57 4825-3218-1203/024036-0079 District’s receipt of such Sufficient Completion Notice. If Port District denies that Sweetwater Park is Sufficiently Complete, then Developer shall take such steps as may be reasonably necessary to address the Port District’s reasons for such denial and submit a new Sufficient Completion Notice to Port District and the foregoing process shall continue on an iterative basis (and Port District shall have ten (10) Business Days to respond to each Sufficient Completion Notice) until the Port District has confirmed that Sufficient Completion of Sweetwater Park has occurred. 10.3.2. Following Sufficient Completion and prior to Acceptance, Developer shall complete any remaining punch-list items, record a notice of completion with the County Recorder of San Diego County, and deliver to the Port District (i) “as-built” or record drawings, (ii) final soils report (“as-graded” Geotech report), (iii) operations and maintenance manuals (if applicable), and iv) all applicable warranty documentation. When Developer reasonably determines that Sweetwater Park has been Sufficiently Completed and the conditions to Acceptance described above in this Section have been satisfied, Developer will provide written notice thereof to the Port District (an Acceptance Notice”). Port District shall either confirm its Acceptance (in its reasonable discretion) of Sweetwater Park or set forth the reasons for denying its Acceptance within ten (10) Business Days after Port District’s receipt of such Acceptance Notice. If Port District denies Acceptance, then Developer shall take such steps as may be reasonably necessary to address the Port District’s reasons for denying its Acceptance and submit a new Acceptance Notice to Port District and the foregoing process shall continue on an iterative basis (and Port District shall have ten (10) Business Days to respond to each Acceptance Notice) until the Port District has confirmed that Acceptance of such component has occurred. Developer may provide an Acceptance Notice in addition or in lieu of providing a Sufficient Completion Notice pursuant to Section 10.3.1. ARTICLE XI WARRANTIES 11.1. Enforcement of Warranties. Upon Acceptance of each applicable Developer’s Phase 1A Infrastructure Improvement, Developer shall assign any manufacturer’s warranties to the Public Entity accepting ownership of such applicable Developer’s Phase 1A Infrastructure Improvements. Until such improvements are assigned to the applicable Public Entity, Developer shall enforce for the Authority’s benefit all warranties provided in the Contract Documents with respect to such improvements and any other explicit warranties with respect to such improvements. 11.1.1. Materials and Workmanship. Developer shall require its General Contractor and Subcontractor(s) to warrant all work on the Project against Defective Work for a period of one (1) year following the date of Completion. 11.1.2. New Materials and Equipment. Developer shall require its General Contractor and Subcontractor(s) to warrant and guarantee to Authority that all materials and equipment incorporated into the Project are new unless otherwise specified. 11.1.3. Documentation. Developer shall furnish, or cause its General Contractor to furnish, the Public Entities with all warranty and guarantee documents prior to Acceptance. 11.2. Term of Warranties. Unless otherwise specified or provided by Law, warranties shall extend for a term of one (1) year following the date of Completion, except that, with respect to the Convention Center, the warranties shall extend for one year after the Convention Center is substantially complete in accordance with the Contract Documents (excluding, for the avoidance of Page 296 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 58 4825-3218-1203/024036-0079 doubt, punch list items, so that the Convention Center can be occupied or utilized for its intended use the “Warranty Period”). 11.3. Additional Warranties. In addition to the warranties set forth in this Article, following Acceptance, Developer or its General Contractor shall assign to the Public Entities any and all other manufacturer’s or installer’s warranties for equipment or materials not manufactured by the General Contractor provided as part of the work related to the Developer’s Phase 1A Infrastructure Improvements, to the extent that such third-party warranties are assignable and extend beyond the Warranty Period. Developer shall furnish, or cause its General Contractor to furnish, the Public Entities with all warranty and guarantee documents with respect to Developer’s Phase 1A Infrastructure Improvements prior to Acceptance. ARTICLE XII DEFECTIVE WORK 12.1. Correction, Removal, or Replacement. The Developer shall require that if, within the Warranty Period, the Authority determines the Developer’s Phase 1A Infrastructure Improvements contain Defective Work and provides written notice thereof to the Developer, the Developer’s General Contractor or applicable Subcontractor, as applicable, shall promptly correct, repair, or both remove and replace the Defective Work as determined by Developer in its sole discretion. 12.2. Extension of Warranty. With respect to the Developer’s Phase 1A Infrastructure Improvements (excluding plant materials), when Defective Work, or damage therefrom, has been corrected, repaired, replaced or removed, as applicable, during the initial Warranty Period, the Warranty Period for such Defective Work will be extended for an additional time period equal to that of the initial Warranty Period, after the date of the satisfactory completion of the correction, repair, replacement or removal, as applicable, but, in no event, beyond the earlier to occur of (a) one (1) year after the date of the expiration of the initial Warranty Period or (b) two (2) years after Acceptance of the applicable Improvement. 12.3. Right of Authority to Correct. In the event of the Developer’s failure, its General Contractor’s failure, or such Subcontractor’s failure, as applicable, to adhere to Section 12.1 within thirty (30) days after Developer receives notice of such Defective Work from the Authority (provided that, if the nature of such Defective Work is such that the same cannot reasonably be corrected, repaired or replaced within such thirty (30) day period, and Developer diligently commences to perform such work within such thirty (30) day period and thereafter diligently proceeds with such work, then such thirty (30) day period shall be extended for as long as reasonably necessary to complete such work) or in the event of an emergency or immediate threat to public safety, Developer shall as promptly as practicable correct, remove, or replace the Defective Work or, if Developer does not do so, the Authority may, in its sole and absolute discretion, notify Developer in writing and then the Authority may correct, remove, or replace the Defective Work. In such circumstances, the costs payable to the Developer shall be reduced by the actual cost incurred by the Authority to correct, remove or replace the Defective Work. 12.4. No Limitation on Other Remedies. Exercise of the remedies for Defective Work pursuant to this Article XII shall not limit the remedies the Authority may pursue under this Agreement or at law or equity. Page 297 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 59 4825-3218-1203/024036-0079 12.5. Disputes. If Developer and Authority are unable to reach agreement on disputed work, the Authority may direct Developer to proceed with the work and compensate Developer for undisputed amounts. Payment of disputed amounts shall be as later determined in accordance with Section 26.12. Developer shall maintain and keep all records relating to disputed work for a period of three (3) years in accordance with Article XVI. 12.6. Applicability. This Article XII shall not apply with respect to the Convention Center. ARTICLE XIII SECURITY FOR CONSTRUCTION 13.1. Bonds. The Contract Documents for the Developer’s Phase 1A Infrastructure Improvements shall require each General Contractor to provide a performance bond on a form reasonably acceptable to the Authority for the construction of the Developer’s Phase 1A Infrastructure Improvements and the aggregate amount of such bond will be no less than the amount payable pursuant to the General Contracts with respect to Developer’s Phase 1A Infrastructure Improvements. Developer shall cause each of the Authority, the Trustee, the Senior Permitted Mortgage Lender, and the Senior Permitted Mezzanine Lender to be named as a co-obligees of such performance bond. Developer shall provide a payment bond on a form reasonably acceptable to Authority for the construction of the Developer’s Phase 1A Infrastructure Improvements in the total amount set forth on the Developer’s Phase 1A Infrastructure Improvements Budget. Developer shall deliver copies of the payment bond and performance bond to the Authority and each other co-obligee prior to commencement of construction for the Developer’s Phase 1A Infrastructure Improvements. With respect to any portion of the Developer’s Phase 1A Infrastructure Improvements, 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 one (1) year following Acceptance of such portion of the Developer’s Phase 1A Infrastructure Improvements, provided however that Developer may replace a performance bond with a warranty bond which shall remain in effect for the initial Warranty Period, subject to reasonable approval of the form of such warranty bond by the Public Entity accepting such Developer Phase 1A Infrastructure Improvements. The Contract Documents for the Convention Center shall require each General Contractor to provide a performance bond on a form reasonably acceptable to the Authority for the construction of the Convention Center and the aggregate amount of such bonds will be no less than the amount payable pursuant to the General Contracts with respect to the Convention Center. Developer shall cause each of the Authority, the Trustee, the Senior Permitted Mortgage Lender, and the Senior Permitted Mezzanine Lender to be named as a co-obligees of such performance bond. Developer shall provide a payment bond on a form reasonably acceptable to Authority for the construction of the Convention Center in the total amount set forth on the Convention Center Budget. Developer shall deliver copies of the payment bond and performance bond to the Authority and each other co- obligee prior to commencement of construction for the Convention Center. Developer shall ensure the payment bond is maintained though the period of time required by California Civil Code Section 9558. Developer shall ensure the performance bond is maintained until such time as the Convention Center is Complete. If the estimated amount payable to a General Contractor pursuant to its General Contract is increased, the Developer shall advise such General Contractor and the surety of the increased amount and the payment bond shall be increased accordingly. Under no circumstances shall the payment bond surety be released from liability to those for whose benefit such bond has been given, by reason Page 298 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 60 4825-3218-1203/024036-0079 of any breach of contract between the Developer and such General Contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of such person’s claim. 13.2. Insolvency or Bankruptcy. If the surety on any of the above-mentioned bonds pertaining to Developer’s Phase 1A Infrastructure Improvements 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 Authority, substitute or require the substitution of another bond and surety, reasonably acceptable to the Authority, to the extent a replacement bond is commercially available. If the surety on any of the above-mentioned bonds pertaining to the Convention Center 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 Authority substitute or require the substitution of another bond and surety, reasonably acceptable to the Authority, to the extent (i) a replacement bond is commercially available and (ii) the cost of such replacement bond does not exceed one hundred ten percent (110%) of the portion of the cost of the original bond that is fairly allocable to the portion of the Convention Center that has not then been completed. The Parties acknowledge that the bonds required by Section 13.1 must be in place throughout the period of time required by Section 13.1 and, to that end, in the event replacement bonds are needed for the reasons described in the immediately preceding sentence but the thresholds set forth in clauses (i) and (ii) of the immediately preceding sentence are not met, the Parties shall meet and confer to determine how the Parties can replace the subject bonds or potentially obtain an alternative form of security; provided that Developer shall not be required to obtain any such replacement bond or alternative security unless the Parties mutually agree, and in no event shall the cost to the Developer of any replacement bond or alternative security exceed the cost threshold set forth in clause (ii) of the immediately preceding sentence. 13.3. Calling a Bond. 13.3.1. Developer acknowledges and agrees that if Developer’s construction of Developer’s Phase 1A Infrastructure Improvements has not been performed in accordance with Section 5.1 or if the Developer has failed to cure any Defective Work within a commercially reasonable time after Developer’s receipt of notice pursuant to Section 12.1 (subject to the notice and cure periods set forth in Section 12.3), and, in each case, such failure constitutes a breach by the General Contractor under the applicable Contract Documents, the Authority may use the performance bond referenced in Section 13.1 above to complete Developer’s Phase 1A Infrastructure Improvements. This remedy is not a limitation on remedies of the Authority, as applicable. and is in addition to any other remedy that the Authority may have at law or in equity. 13.3.2. Developer acknowledges and agrees that if Developer’s construction of the Convention Center has not been completed in accordance with Section 5.1 or if the Developer has failed to cure any Defective Work within a commercially reasonable time after Developer’s receipt of notice pursuant to Section 12.1 (subject to the notice and cure periods set forth in Section 12.3), and, in each case, such failure constitutes a breach by the General Contractor under the applicable Contract Documents, the Authority may use the performance bond referenced in Section 13.1 above Page 299 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 61 4825-3218-1203/024036-0079 to complete the Convention Center. This remedy is not a limitation on remedies of the Authority and is in addition to any other remedy that the Authority may have at law or in equity. ARTICLE XIV INDEMNITY AND DUTY TO DEFEND 14.1. General Indemnity. To the maximum extent allowed by law, Developer hereby indemnifies and shall defend the Authority, the Port District Parties and the City Parties, at Developer’s sole cost and expense and with counsel reasonably selected by the Public Entities and reasonably approved by Developer, and hold the Authority, the Port District Parties, and the City Parties harmless from any and all claims (including claims under negligence and strict liability), demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, judgments, and all Related Costs arising directly or indirectly out of (i) the performance by Developer of its obligations under this Agreement, (ii) the construction of any Improvements and (until Acceptance) the Developer’s Phase 1A Infrastructure Improvements, 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 about the Project Site or at the Improvements or (until Acceptance) the Developer’s Phase 1A Infrastructure Improvements; or (v) the use, occupancy, possession or operation of the Project Site and the Improvements and (until Acceptance) the Developer’s Phase 1A Infrastructure Improvements by any Developer Party or Hotel Operator, or any acts or omissions of any Developer Party or Hotel Operator, in each case, except for claims or litigation arising through the sole gross negligence or willful misconduct of the Authority, any Authority Party, any Port District Party (including, without limitation, with respect to the Remaining Phase 1A Infrastructure Improvements) or City Party (but subject to Section 15.4); provided, that the sole gross negligence or willful misconduct of one Public Entity Party with respect to any Public Entity shall not be attributed to or affect the rights of any Public Entity Party with respect to any other Public Entity under this Section 14.1. The foregoing indemnity, defense and hold harmless obligations of Developer shall not include any claims including claims under negligence and strict liability), demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, judgments, and all Related Costs arising directly or indirectly out of (w) the Project’s failure or alleged failure to comply with Section 15 and Exhibit 3 of the Settlement Agreement or any other document implementing or duplicating Section 15 and Exhibit 3 of the Settlement Agreement, provided that Developer has satisfied its obligations under Section 5.8, Exhibit O, and any other agreement entered into between the Port District and/or City with Developer regarding the subject of this subsection (w), (x) any Person’s failure to comply with any applicable provisions of the PWL with respect to any work performed by, or on behalf of, any Port District Party (other than by a Developer Party or Hotel Operator, or on behalf of a Developer Party or Hotel Operator, or by any Person acting directly or indirectly under a contract with a Developer Party or Hotel Operator), (y) the Remaining Phase 1A Infrastructure Improvements or any development, construction or use thereof or activity thereon other than by Developer or a Developer Party or (z) any use, development or construction of any portion of the Developer’s Phase 1A Infrastructure Improvements after Acceptance thereof, excluding (1) claims pursuant to Articles XI and XII and (2) claims that arise directly or indirectly out of any act or omission of a Developer Party or Hotel Operator. If a Public Entity determines in its reasonable discretion that there is a conflict of interest with Developer’s counsel representing such Public Entity and Developer, or that there is a conflict of interest with counsel representing such Public Entity and the other Public Entities, then such Public Entity, at its election, may conduct its own defense with its own counsel that is reasonably selected by the Public Entity, reasonably approved by Developer, and independent from Developer’s counsel (and in that event Developer will Page 300 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 62 4825-3218-1203/024036-0079 select its own counsel) and the reasonable costs incurred by the applicable Public Entity in such defense shall be covered by the foregoing indemnification, hold harmless and defense obligations and be subject to reimbursement pursuant to the Reimbursement Procedure. The terms of this Section 14.1 shall survive the expiration or earlier termination of this Agreement. The foregoing indemnity obligations of Developer are in addition to, and not in limitation of, any other indemnity obligations of Developer contained in this Agreement or any other agreement between any of the Public Entities and Developer. Notwithstanding the foregoing, Section 19.2.3, and not this Section 14.1, shall apply to the reimbursement of any fees or expenses incurred by Public Entities in connection with a Tax Claim. Notwithstanding anything to the contrary in this Section, Developer shall have no obligation to pay or reimburse any Public Entity for costs incurred by such Public Entity that such Public Entity would have been obligated to pay without any express right to reimbursement by Developer, or for which such Public Entity would have been obligated to reimburse Developer, pursuant to this Agreement or the Sublease. 14.2. Damage to Other Properties. The indemnification and agreement to hold harmless set forth in Section 14.1 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 General Contractor, Subcontractor(s), agents, or employees in the construction of the Project. The foregoing indemnification obligations of Developer shall not include any claims (including claims under negligence and strict liability), demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, judgments, and all Related Costs arising directly or indirectly out of (x) the sole gross negligence or willful misconduct of any Public Entity Party (except that the sole gross negligence or willful misconduct of one Public Entity Party with respect to any Public Entity shall not be attributed to or affect the rights of any Public Entity Party with respect to any other Public Entity under this Section 14.2), (y) Public Entity conduct in connection with construction, maintenance, or operation of the Remaining Phase 1A Infrastructure Improvements or any development, construction or use thereof or activity thereon other than by Developer or a Developer Party, or (z) any use of the Developer’s Phase 1A Infrastructure Improvements after Acceptance thereof, excluding any claims pursuant to Articles XI or XII. 14.3. Hazardous Materials Indemnity. 14.3.1. Developer hereby assumes for itself and shall indemnify, defend the Authority, the Port District Parties, and the City Parties, and hold the Authority, the Port District Parties, and the City Parties harmless 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 Public Entity’s real or personal property), which occur or arise during or after the Term relating to, or resulting from, any Hazardous Materials Activity, any Tenant Hazardous Material, any Material Exacerbation of Pre- Existing Hazardous Material by a Developer Party or Hotel Operator, or any breach by Developer of its obligations under this Section 14.3, at Developer’s sole cost and expense and with counsel and experts selected by the Public Entities in their reasonable discretion, and reasonably approved by Developer, and who act according to the Public Entities’ reasonable direction, with reasonable input and cooperation from Developer. Developer’s obligations under Section 6.20 of the Sublease (and Page 301 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 63 4825-3218-1203/024036-0079 the indemnification of the Authority, the Port District Parties, and the City Parties by Developer under this Section 14.2) include, without limitation, any Environmental Cleanup required by this Agreement, 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 Site or Improvements or (until Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements) the Developer’s Phase 1A Infrastructure Improvements and the Developer’s Phase 1A Infrastructure Improvements Site. The Public Entities shall have a direct right of action against Developer even if no third party has asserted a claim. If a Public Entity determine in its reasonable discretion that there is a conflict of interest with Developer’s counsel representing such Public Entity and Developer, or that there is a conflict of interest with counsel representing such Public Entity and the other Public Entities, then such Public Entity, at its election, may conduct its own defense with its own counsel that is reasonably selected by the Public Entities, reasonably approved by Developer and independent from Developer’s counsel (and in that event Developer will select its own counsel) and the reasonable costs incurred by the applicable Public Entity in such defense shall be covered by the foregoing indemnification, hold harmless and defense obligations and be subject to reimbursement pursuant to the Reimbursement Procedure. The indemnification and Environmental Cleanup requirements under Section 6.20 of the Sublease and this Section 14.3 include, but, are not necessarily limited to: 14.3.1.1. Losses attributable to diminution in the value of the Site, Improvements or (with respect to occurrences or conditions existing prior to Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements) the Developer’s Phase 1A Infrastructure Improvements Site; 14.3.1.2. Losses of rental or other income from the Site, Improvements or with respect to occurrences or conditions existing prior to Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements) the Developer’s Phase 1A Infrastructure Improvements Site; 14.3.1.3. Loss of or damage to natural resources regarding which Port District is the lawfully designated trustee; 14.3.1.4. Loss or restriction of use of rentable space(s) in the Site, Improvements or (with respect to occurrences or conditions existing prior to Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements) the Developer’s Phase 1A Infrastructure Improvements Site; 14.3.1.5. Adverse effect on the marketing of any space(s) in the Site, Improvements or (with respect to occurrences or conditions existing prior to Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements) the Developer’s Phase 1A Infrastructure Improvements Site; and 14.3.1.6. 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 anything to the contrary in this Section, Developer shall have no obligation to pay or reimburse any Public Entity for costs incurred by such Public Entity that such Public Entity would Page 302 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 64 4825-3218-1203/024036-0079 have been obligated to pay without express right to reimbursement by Developer, or for which such Public Entity would have been obligated to reimburse Developer, pursuant to this Agreement. Further, notwithstanding anything to the contrary in this Section, Developer shall have no indemnity obligation to the Authority, the Port District Parties, and the City Parties resulting from Pre-Existing Hazardous Material other than a Material Exacerbation of Pre-Existing Hazardous Material by a Developer Party or Hotel Operator. 14.4. Illegal Discharge to Storm Drains. Developer shall defend, indemnify, protect, and hold harmless each of the Public Entity 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 Project an “Illegal Discharge”) caused by any action or failure of Developer, its officials, officers, the General Contractor, Subcontractor(s), agents, or employees 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 any Public Entity for an Illegal Discharge. Developer’s duty to indemnify and hold harmless shall not include any claims (including claims under negligence and strict liability), demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, judgments, and all Related Costs arising directly or indirectly out of (x) the sole negligence or willful misconduct of any Public Entity Party, y) Public Entity conduct in connection with construction, maintenance or operation of the Remaining Phase 1A Infrastructure Improvements or any development, construction or use thereof or activity thereon other than by the Developer or a Developer Party, or (z) any use of the Developer’s Phase 1A Infrastructure Improvements after Acceptance thereof, excluding any claims pursuant to Articles XI or XII. 14.5. Implementation of Authority Resolution 2020-002. Without limitation of the Developer’s other obligations under this Agreement, the Developer agrees, at its sole cost and expense, and with counsel reasonably selected by the Public Entity Parties, each in its reasonable discretion, and reasonably approved by Developer, to indemnify, defend and hold harmless each of the Public Entity Parties, and their officers, directors, employees, partners, affiliates, agents, contractors, successors and assigns from any Claims, Related Costs, and amounts paid in settlement of any claims or actions brought by any third party and related to the subject matter of the Related Costs (as determined by the Developer and the Public Entity Parties), arising out of any action taken by the Authority, the Port District, or the City, as applicable, in implementation of Authority Resolution 2020-002; provided, however, such indemnity, defense and hold harmless obligations of the Developer under this Section 14.5 shall not include any Claims and Related Costs arising solely out of (a) the sole or collective negligence, or willful misconduct of the Authority, the Port District and/or the City, as applicable, (b) the failure of the Authority Board to follow the procedures of the Authority in adopting Authority Resolution 2020-002, or (c) the lack of authority of the Authority Board to adopt Authority Resolution 2020-002, but shall include Claims and Related Costs arising from the Developer’s delivery of incorrect, misleading, or inaccurate information to the City, the Port District, or Authority, officers of the City, the Port District or the Authority, or the Authority Board, which any of the aforementioned parties relied upon to adopt, or recommend the adoption of, Authority Resolution 2020-002. The indemnification, defense, and hold harmless obligations of the Developer under this Section 14.5 shall exist so long as a challenge or claim can be made against the Authority, the Port District of the City. 14.6. 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 Page 303 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 65 4825-3218-1203/024036-0079 other legal or administrative proceedings that may be brought or instituted against each Public Entity, its officials, officers, employees and/or agents and that appear to be covered by the defense obligation defined in Sections 14.1, 14.2, 14.3, 14.4 and 14.5. Developer acknowledges and agrees that its obligation to accept tender and defend each Public Entity, its officials, officers, employees, and/or agents as provided in this Section 14.6 is absolute and not subject to any limitations in Sections 14.1, 14.2, 14.3, 14.4, and 14.5 of this Agreement, or elsewhere. Developer shall pay and satisfy any judgement, award, or decree that may be rendered against any Public Entity or its officials, officers, employees and/or agents, for any and all related legal expense and costs incurred by each of them subject to the limitations in Sections 14.1 through 14.5 and only to the extent Section 14.1 through 14.5 requires Developer to do so. If a court of competent jurisdiction determines by a final judgment that any Public Entity was not entitled to indemnification or defense by Developer pursuant to this Article XIV, then such Public Entity shall pay to Developer the cost incurred by Developer in providing such indemnification or defense (including, without limitation, the reasonable costs of Developer’s internal legal counsel). Where outside counsel has been retained, reasonable costs of Developer’s internal legal counsel shall be limited to (x) supervising such outside counsel and (y) such other customary work performed by in-house counsel in connection with proceedings of this type where outside counsel is engaged; provided that Developer shall use reasonable efforts to avoid duplicating work performed by its outside counsel and its internal legal team. For the avoidance of doubt, “supervising such outside counsel” shall include, without limitation, review and revision of any documents prepared by outside counsel, preparation of memoranda or other similar correspondence to be provided to Developer, correspondence with regarding status of matter, review of billing matters, negotiation of contracts with outside counsel, and any other activities that would be reasonably performed by in house counsel in connection with such supervision. 14.7. Insurance Proceeds. Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, it receives. 14.8. Declarations. Developer’s obligations under Article XIV shall not be limited by any prior or subsequent declaration by Developer. 14.9. Survival. Developer’s obligations under Article XIV shall survive the expiration and/or termination of this Agreement. ARTICLE XV INSURANCE REQUIREMENTS 15.1. Insurance Requirements. During the Construction Period, and with respect to any portion of the Developer’s Phase 1A Infrastructure Improvements (including Sweetwater Park if the Developer exercises the Sweetwater Park Option), until Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements, Developer shall maintain the policies of insurance described in Sections 15.2 and 15.3 in full force and effect. Insurance requirements applicable to Alterations are set forth in the Sublease; however, if any Alterations are constructed during the Construction Period, the Developer shall comply with the insurance requirements set forth in this Article XV with respect to such Alterations. Page 304 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 66 4825-3218-1203/024036-0079 15.2. Forms and Amounts of Coverage. The policies for said insurance shall, as a minimum, provide the following: 15.2.1. Commercial General Liability. “Occurrence” form Commercial General Liability covering the Project Site, the Improvements, and Developer’s Phase 1A Infrastructure Improvements, operations and contractual liability assumed by Developer in this Agreement and the Sublease in the amount of not less than as set forth in Section 15.2.1.1. Developer’s indemnification obligations under this Agreement and the Sublease shall in no event be limited by the terms or qualifications to the contractual liability coverage under such insurance. 15.2.1.1. Commercial General Liability Policy Amount: Not less than Twenty Million Dollars ($20,000,000) per occurrence limit for bodily injury and property damage. The general aggregate limit shall be not less than Forty Million Dollars ($40,000,000) unless a Twenty Million Dollars ($20,000,000) per location aggregate limit is provided by separate endorsement. All such limits may, at Developer’s option, be satisfied by limits set forth in primary policies and excess policies. 15.2.2. Builder’s Risk Property Coverage. 15.2.2.1. During the Construction Period, builder’s risk completed value form insurance covering the perils insured under the ISO special causes of loss form, including collapse, 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 noninsurable 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 Authority. Earthquake limits shall, at a minimum, cover 250 year maximum probable loss or such other limits as are agreed to by Developer and the Authority. The damage coverage shall be endorsed with a Loss Payee endorsement in favor of the Trustee. Notwithstanding anything to the contrary herein, the builder’s risk insurance required by this Agreement may not be terminated until property insurance policies required by the Sublease are in effect. Net Proceeds shall be assigned by the Authority to the Trustee pursuant to the Indenture. Developer shall if commercially available cause its builder’s risk policy to define “soft costs” to include the costs of issuance of the Authority Bonds and capitalized interest on the Authority Bonds and interest expense related thereto (“Expanded Soft Cost Coverage”). The Developer shall request proposals for builder’s risk policies including Expanded Soft Cost Coverage, and shall present such proposals to the Public Entities for their consideration. If and as needed, Developer and the Public Entities shall meet and confer regarding such proposals. Notwithstanding the foregoing provisions of this paragraph, if the Public Entities, in their reasonable discretion, select a proposal for the procurement of such builder’s risk policy, and Developer (A) determines that procuring such Expanded Soft Cost Coverage will neither adversely affect Developer’s procurement of builders’ risk insurance nor adversely affect the coverage of such builder’s risk insurance or B) determines in its reasonable discretion to procure such Expanded Soft Cost Coverage, then Developer shall procure such builder’s risk policy for the applicable policy period with Expanded Soft Cost Coverage (assuming that such builder’s risk policy remains commercially available to Developer, and provided, that if there is more than one proposal and Developer determines that the proposal selected by the Public Entities would adversely affect Developer’s procurement of builder’s risk insurance or the coverage of such builder’s risk insurance, then Developer may, in Developer’s Page 305 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 67 4825-3218-1203/024036-0079 sole discretion, select any proposal that would not adversely affect, or would have lesser adverse effect on, Developer’s procurement of builder’s risk insurance or the coverage of such builder’s risk insurance), and the Authority shall promptly reimburse Developer for the amount by which (x) the aggregate amount expended by Developer in connection with obtaining and maintaining the builder’s risk policy with Expanded Soft Cost Coverage exceeds (y) the amount that Developer would have expended in connection with maintaining a builder’s risk policy without Expanded Soft Cost Coverage. Promptly after any Public Entity so requests, Developer shall provide documentation to the Public Entities that reasonably evidences the amount of such excess. The Public Entities shall be named as additional insureds under any builder’s risk policy procured by the Developer pursuant to this Agreement. 15.2.2.2. Any Casualty Proceeds shall be paid to the Trustee as “loss payee” under the property insurance policies that are required to be maintained pursuant to this Agreement or the Sublease and shall be deposited into the Insurance and Condemnation Fund pursuant to Section 4.5 of the Authority Indenture and Section 6.1(a) of the Facility Lease. Such Casualty Proceeds shall be held in trust by the Trustee in the Insurance and Condemnation Fund pursuant to the terms of the Indenture and shall be paid and be applied as provided in Section 9.2 hereof, Section 5.2 of the Sublease, and Section 6.1(a) of the Facility Lease. If there is no Trustee or if there is but the Trustee declines to act as a trustee for the disbursement of funds as provided in Section 5.2 of the Sublease, then any Casualty Proceeds shall be paid and disbursed as provided in Section 5.2 of the Sublease and Section 6.1(a) of the Facility Lease. 15.2.3. Worker’s Compensation. Workers’ compensation insurance covering all persons employed by Developer at the Project Site, Improvements and Developer’s Phase 1A Infrastructure Improvements and with respect to whom death or bodily injury claims could be asserted against Developer, any Public Entity, the Project Site, the Improvements, or the Developer’s Phase 1A Infrastructure Improvements, with statutorily required limits, and employer’s liability insurance with minimum limits of not less than One Million Dollars ($1,000,000) for each accident/employee/disease. Workers’ compensation insurance shall include a waiver of subrogation in favor of Public Entity Parties. 15.2.4. 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, Improvements and Developer’s Phase 1A Infrastructure Improvements by Developer or its employees insuring against liability for bodily injury, death and property damage in an amount not less than One Million Dollars ($1,000,000) each accident limit. 15.2.5. Contractor’s Pollution Liability Coverage. If either the City or the Port District determines, in its sole and absolute discretion, that Developer performs or contracts for any work which involves a Hazardous Materials Activity or which has the potential to disturb or result in the release of any Hazardous Material, for which there is potential exposure to pollution or Hazardous Materials to Persons or the environment, Developer shall obtain or cause its contractor to obtain 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 $5,000,000 per claim or occurrence and $10,000,000 aggregate per policy period of one year or the limits maintained by or available to the contractor, whichever is higher. The Public Entities shall also be named as additional insureds on any such policy. During the Construction Period, immediately upon learning of or reasonably suspecting that a release of Page 306 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 68 4825-3218-1203/024036-0079 Hazardous Materials has occurred on, in, under or about the Project Site, Developer shall provide notice of the same to each of the Public Entities. 15.2.6. UST Coverage. To the extent the foregoing coverages do not cover any underground storage tanks (USTs) located on the Site during the Construction Period, Developer shall procure such insurance in amounts and with limits reasonably acceptable to Developer and the Public Entities. 15.3. General Requirements. 15.3.1. Certificates and Other Requirements. The cost of all required insurance shall be borne by Developer. During the Construction Period, Developer shall provide the Public Entities 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 XV (“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 XV and make available to the Public Entities for inspection at the Project Site or the Improvements any insurance policy it receives. 15.3.2. Additional Insureds and Other Requirements. All liability insurance policies shall name, or be endorsed to name the Public Entities as additional insureds and protect the Public Entities 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 XV from the applicable insurance carrier, then Developer shall provide to the Public Entities 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 Public Entities. 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 Public Entities. Further, all insurance companies must have an S&P or AM Best rating of not less than “A-”. 15.3.3. Deductibles. Any deductibles or self-insured retentions must be declared to each of the Developer and the Public Entities and be consistent with customary deductibles and self- insured retentions, as applicable, for a convention center or conference center operating in the United States of America that is comparable with the Convention Center; provided, however, if the deductible or self-insured retention is in excess of Two Hundred Fifty Thousand Dollars ($250,000), Developer shall provide the Public Entities with reasonably satisfactory evidence of its ability to meet the deductible or self-insured retention. The evidence to be provided to the Public Entities must include separate, unconsolidated, audited financial statements to be provided annually or upon any Public Entities’ written request to Developer. If Developer does not provide reasonably satisfactory evidence of its ability to meet the deductible or self-insured retention, then Developer shall have the option to either: (i) reduce or eliminate such deductible or self-insured retention as respects the Public Entity Parties; (ii) procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses; or (iii) agree to self-insure the risk with form of collateral or written agreement acceptable to the Public Entities. Page 307 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 69 4825-3218-1203/024036-0079 15.3.4. Updates. If any Public Entity reasonably determines that the insurance provisions in this Agreement do not constitute Adequate Insurance, then such Public Entity shall notify Developer thereof and of the changes to the insurance requirements of this Agreement that any Public Entity reasonably believes are necessary to cause such requirements to constitute Adequate Insurance. The Parties agree that the insurance provisions will be modified to increase Developer’s insurance obligations to the smallest extent that is consistent with such modified insurance provisions providing for Adequate Insurance. The Parties shall, in the first instance, attempt to agree on any revisions to such insurance provisions so that they provide for Adequate Insurance by entering into good faith negotiations and, if, within seven (7) days from the commencement of such negotiations, the Parties do not reach agreement, then, until the dispute is finally resolved by a final judgment rendered by a court of competent jurisdiction, the then-existing insurance requirements of this Agreement shall continue to govern Developer’s obligations. After the Parties agree on a new insurance program that constitutes Adequate Insurance or such final judgment of a court of competent jurisdiction establishes a new insurance program, such new insurance program shall bind the Parties. Developer shall deposit new Certificates incorporating such changes within thirty (30) days of the Parties agreeing on such new insurance program. Failure by Developer to maintain insurance or deposit insurance Certificates as required in this Article XV, where such failure is not cured by Developer within ten (10) days following written notice thereof to Developer, shall constitute an Event of Default. Without limitation of the foregoing, Developer agrees that if Developer does not take out and maintain such insurance or furnish the Public Entities with Certificates in a timely manner, the Public Entities may, but shall not be required to, procure said insurance on Developer’s behalf and charge Developer the cost thereof, which amount shall be payable by Developer to the Public Entities pursuant to the Reimbursement Procedure. 15.3.5. 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. 15.3.6. 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 represents to the Public Entities that Developer will confirm that it is in compliance with such requirements at all times. 15.4. Waiver of Subrogation. Developer hereby releases the Public Entities 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, any Improvements, and Developer’s Phase 1A Infrastructure 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 any of the Public Entities. 15.5. Authority Obligation to Maintain Insurance. Until the earlier of (a) Full Payment or b) the earlier termination of the Sublease and this Agreement, the Authority shall maintain crime insurance, or its equivalent, with respect to conduct by officers and staff of the Authority and employees of the City and Port District relating to the transfer and requisition of Authority Bond proceeds and County Funds and processing of Developer’s Phase 1A Payment Requests and Convention Center Payment Requests, in the minimum coverage amount of $5 million (“Crime Page 308 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 70 4825-3218-1203/024036-0079 Insurance”). In the event of the occurrence of any insurable event under such Crime Insurance, Authority shall pursue recovery under such Crime Insurance. The Crime Insurance shall name, or be endorsed to name the Developer as an additional insured or loss payee, as reasonably and commercially appropriate and available. If Authority receives notice of any cancellation, modification such that the requirements of this Section 15.5 are no longer satisfied or suspension or voiding of an insurance policy required under this Section 15.5 from the applicable insurance carrier, then Authority shall provide to the Developer written notice thereof within five (5) Business Days after receipt of such notice. ARTICLE XVI RECORDS AND AUDITS 16.1. Retention of Project Records. Developer shall use commercially reasonable efforts to maintain the Project Records (defined below) for a period of not less than seven (7) years after the date such record is created (or such longer period as Developer may decide in its sole discretion). Developer shall make available to the Public Entities any of the Project Records upon request of any of the Public Entities. “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 Project Costs, and documents that evidence payment of 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 Developer Phase 1A Payment Request or Convention Center Payment Request are true and correct; (iii) whether Developer is in compliance with Article XIII; (iv) 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 Project Costs that have been or will be incurred; and b) are reasonably requested by the Public Entities; provided, however, that “Project Records” with respect only to such other documents under clauses (a) and (b) above shall not include any of the following: proprietary documents and information, documents and information that are subject to confidentiality agreements which do not permit their disclosure to the Public Entities, documents and information that are subject to the attorney client privilege, tax advisor privilege, internal communications among Developer, its Affiliates or any of their respective officers, employees or agents (including, without limitation, attorneys and tax advisors and consultants), communications among Developer, Marriott, any lender, any direct or indirect owner of Developer or any of their respective officers, employees or agents. Developer may redact from documents provided under clauses (a) and (b) above any information that is not reasonably necessary for the purposes of such clauses. 16.2. Audit of Records. At any time during normal business hours, with 48 hours’ advanced notice and as often as the Public Entities reasonably deem necessary, Developer shall make available, or shall cause its General Contractor or any Subcontractor to make available, to the Public Entities for examination at the Project Site, the Convention Center, or at such other location in San Diego County, California as is reasonably acceptable to the Public Entities all of the Project Records. Developer, the General Contractor and Subcontractors will permit the Public Entities to make audits of the Project Records. If any Project Records are not made available at the Project Site, the Convention Center, or at such other location in San Diego County, California as is reasonably acceptable to Authority, then Developer shall pay all the travel related costs of the Authority to audit such Project Records at the location where the records are maintained. Such costs will not be Project Costs. Page 309 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 71 4825-3218-1203/024036-0079 16.2.1. Costs. Developer and Developer’s agents shall allow the Public Entities to audit and examine the Project Records and any and all accounting procedures and practices that the Public Entities reasonably determine 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. ARTICLE XVII TITLE TO ALTERATIONS AND IMPROVEMENTS 17.1. Title to Project. The Improvements constituting the Project which may be installed, constructed or placed in, on, over or under the Project Site, from time to time by Developer in accordance with this Agreement, the Sublease, and other agreements, (a) shall, subject to Developer’s obligations under Section 6.6 of the Sublease or such other agreements, as applicable, be so installed, constructed or placed at the Authority’s, the City’s or Port District’s, as applicable, sole cost and expense, and (b) shall remain the Authority’s, the City’s or Port District’s, as applicable, property during the Term; provided that Developer’s trade fixtures (that is fixtures relating uniquely to Developer and which are removable without non-repairable damage to the other Improvements), furnishings, moveable equipment and other personal property of Developer shall remain the property of Developer. Notwithstanding the foregoing, at least ninety (90) days before the last day of the Sublease Term or, in the case of earlier termination of the Sublease, within ten (10) days after such termination, unless the City expressly elects within the same time periods to require Developer to remove the same, any artworks that constitute personal property and that were provided to comply with Developer Art Investment but which are not governed by a separate agreement between Developer and the artist relating to the removal of such artworks at the end of the Sublease Term, shall not be removed and shall remain located on the Site or the Convention Center, as applicable. Prior to the Expansion Date, any and all expenditures made by Developer with respect to the Project shall be treated as supplemental Rent for all purposes under the Sublease; provided that, for the avoidance of doubt, such expenditures shall not modify, reduce, substitute or credit any of Developer’s other Rent obligations under the Sublease. 17.2. Survival. The terms of this Article XVII shall survive the expiration or earlier termination of this Agreement and the Sublease. ARTICLE XVIII LIENS 18.1. No Right to Bind Port District. Neither Developer, any Developer Party, nor the Hotel Operator shall have any power or authority to do any act or thing, or to make any contract or agreement which shall bind Port District in any way whatsoever, and Port District shall have no responsibility to Developer, Developer Party, the Hotel Operator, or other Person who performs, causes to perform, engages in or participates in any construction of any Developer’s Phase 1A Infrastructure Improvements, Improvements, Alterations or any other work on the Project Site at the request of Developer, Developer Party, Hotel Operator, or other Persons. Port District shall not be required to take any action to satisfy any such contract or agreement or to remove or satisfy any lien resulting therefrom. 18.2. Notice of Non-Responsibility. Developer shall give written notice to all contractors, subcontractors and materialmen of Port District’s non-responsibility in connection with any construction of the Developer’s Phase 1A Infrastructure Improvements, Convention Center, Page 310 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 72 4825-3218-1203/024036-0079 Alterations or any other construction work on the Project Site, and shall immediately provide Port District with true copies of such notices not less than ten (10) days prior to the commencement of any work on the Project Site. The Port District Parties shall have the right to post and keep posted thereon notices of non-responsibility, or such other notices which Port District may deem to be proper for the protection of Port District’s interest in the Project Site. Developer shall provide Port District with any information required by Port District to complete the notice of non-responsibility. 18.3. Mechanics’ Liens. Developer shall pay or cause to be paid all costs for work, labor, services or materials supplied to or performed on the Project Site that might result in any mechanics’ lien or similar lien as and when Developer is required to do so under Developer’s agreement with the respective provider thereof. If Developer receives notice that any mechanics’ lien or any similar lien is recorded against the Project Site and Developer is not contesting such lien in accordance herewith, 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 Port District 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 or at the Project Site, the Improvements or the Developer’s Phase 1A Infrastructure Improvements by or for any Developer Party and the Hotel Operator and all Related Costs. 18.4. 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 Port District 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: 18.4.1. such contest shall not place the fee estate of the Project Site in material danger of being forfeited or lost; 18.4.2. such contest shall be without cost, liability, or expense to Port District; 18.4.3. Developer shall prosecute such contest with reasonable diligence and in good faith; and 18.4.4. no Event of Default shall exist under this Agreement at the time of or during such contest. 18.5. Port District’s Right to Pay. If Developer shall be in default in paying any charge for which a lien claim has been filed, and if Developer has not contested such lien in accordance with Section 18.4, then Port District 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 Port District, and Developer shall pay the same to Port District pursuant to the Reimbursement Procedure, together with interest on the full amount thereof at the Default Rate from the date of Port District’s payments until paid. 18.6. Notice of Liens. Should any claims of lien be filed against the Project Site or any Improvement or any action affecting the title to the Project Site, the Improvements or the Page 311 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 73 4825-3218-1203/024036-0079 Developer’s Phase 1A Infrastructure Improvements be commenced, the Party receiving notice of such lien or action shall give the other Party written notice thereof within five (5) Business Days of receipt. 18.7. Right of Entry. Nothing herein shall imply any consent on the part of Port District to subject Port District’s estate to liability under any mechanics’ lien or other lien. Without limiting Developer’s obligations under Section 18.2 above, the Port District Parties shall have the right, but not the obligation, to enter upon and inspect the portions of the Developer’s Phase 1A Infrastructure Improvements, Alterations, and Convention Center that are generally accessible to the general public or the portions of the Project Site where the operation of the Developer’s Phase 1A Infrastructure Improvements, Alterations, and Convention Center is ongoing, during normal business hours and upon a three (3) Business Days’ prior notice to Developer (except in the case of an emergency in which case no prior notice shall be required but each of such Port District Parties shall notify Developer and, prior to the Completion of the Resort Hotel and the Parking Improvements, Developer’s Risk Construction Manager thereof by phone prior to entering the Project Site) and Port District shall, and shall cause each of such Port District Parties to: (a) comply with all applicable security and safety procedures of Developer of which Developer informs Port District in writing and with which such Port District Party can reasonably comply, and (b) use commercially reasonable efforts to minimize any interference with Developer’s operation and use of the Project Site, the Improvements, the Ground Lease Property, the Resort Hotel and the Parking Improvements, while on the Project Site and at the Improvements. Notwithstanding the foregoing, nothing herein shall limit the Port District’s right to enter the Project Site, the Improvements or the Developer’s Phase 1A Infrastructure Improvements at any time to exercise its police powers. ARTICLE XIX TAXES 19.1. Reporting. 19.1.1. The Public Entities and Developer acknowledge and agree that they have delivered the Ground Lease and the Convention Center Leases with the understanding that (i) during the Ground Lease Term, the Resort Hotel and Parking Improvements are owned by Developer, (ii) during the Term, the Convention Center is owned by the Authority, (iii) from and after the Expansion Date, the Convention Center is owned by Port District, (iv) Developer has only the right to the possession and use of the Convention Center during the Term upon the terms and conditions of the Sublease, and from and after the Expansion Date upon the terms and conditions of the Ground Lease, v) each of the Ground Lease and the Sublease is a “true lease” for all applicable legal and federal state and local tax purposes and is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of the Ground Lease and the Sublease are those of a true lease, (vi) all amounts paid by Developer pursuant to Article 5 of the Ground Lease, and with respect to the Convention Center pursuant to Article 7 and Article 15 of the Ground Lease, are Rent (as defined in the Ground Lease) for all applicable tax purposes, subject to Section 5.9 of the Ground Lease, (vii) all amounts paid by Developer pursuant to Article III of the Sublease and with respect to the Facility, are Rent for all applicable tax purposes, subject to Section 3.6 of the Sublease, (viii) the Ground Lease and the Convention Center Leases have been entered into by each of Port District, City, Authority, and Developer in reliance upon the mutual covenants, conditions and agreements contained therein; and ix) none of the covenants, conditions or agreements contained herein or therein is intended, nor shall the same be deemed or construed, to create a partnership between or among the Port District, City, Page 312 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 74 4825-3218-1203/024036-0079 Authority, and Developer, to make them joint venturers, or to make Developer an agent, legal representative, partner, subsidiary or employee of Port District, the City, or the Authority. 19.1.2. The Public Entities and Developer agree not to (i) file or submit any tax return or other document with any Governmental Authority; (ii) enter into any contract with any Person; or (iii) release any financial statements, in each case, that takes a position other than that x) both the Ground Lease and the Sublease are “true leases” for federal, state and local tax purposes, y) the Authority is the owner of the Convention Center during the Sublease Term, and (z) Port District is the owner of the Convention Center from and after the Expansion Date, in each case, unless otherwise required by a final “determination” within the meaning of Section 1313 of the Code. The Parties agree that the foregoing includes their agreement that (x) Developer will not claim depreciation deductions under Sections 167 or 168 of the Code with respect to the Convention Center and (y) Developer will report all payments described in Sections 19.1.1(vi) and (vii) as rent expense under Section 162 of the Code, subject to Section 5.9 of the Ground Lease or Section 3.6 of the Sublease, as applicable. 19.1.3. The terms of this Section 19.1 shall survive the expiration or earlier termination of this Agreement. 19.2. 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 Ground Lease or the Sublease, the Improvements, the Resort Hotel, the Parking Improvements, or the Project, including without limitation, the agreed positions described in Sections 19.1.1 and 19.1.2 (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 a Public Entity Party, Developer agrees to indemnify and defend such Public Entity Party, at Developer’s sole cost and expense, and hold such Public Entity Party harmless from any and all Tax Expenses and documented Related Costs arising in connection with such Tax Claim; provided, that the Related Costs with respect to such Tax Claim shall be determined in accordance with the following principles: 19.2.1. Related Costs arising from the work of an employee of a Public Entity during a particular calendar year shall not exceed the product of (x) the salary of such employee and y) the percentage of such employee’s time in such year which such employee was solely engaged on the Tax Claim (to be substantiated by time records in form and substance reasonably acceptable to Developer), plus, for the avoidance of doubt, any reasonable, out-of-pocket expenses incurred by such employee with respect to the Tax Claim in such calendar year. For example, if an employee of City earns $160,000, spends 25% of her time in the calendar year on the Tax Claim and incurs $100 of reasonable, out-of-pocket expenses, City would be entitled to no more than $40,100 of Related Costs with respect to the work of such employee during such calendar year. 19.2.2. A Public Entity shall not engage any outside counsel with respect to the Tax Claim without the prior written consent of Developer (not to be unreasonably withheld, conditioned or delayed; provided, that Port District, Authority and Developer acknowledge and agree that consent from Developer shall not be required if the counsel selected by Port District or the Authority is Orrick Herrington & Sutcliffe LLP; provided, further, that the City and Developer acknowledge and agree that consent from Developer shall not be required if the counsel selected by the City is Stradling Yocca Carlson & Rauth, P.C.). For the avoidance of doubt, there shall be no cap on the Page 313 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 75 4825-3218-1203/024036-0079 Related Costs incurred by outside counsel approved or deemed approved by Developer and such Related Costs shall include all legal fees and out of pocket expenses; and 19.2.3. in the event that a Public Entity engages outside counsel, then, notwithstanding Section 19.2.1 above, such Public Entity shall not be entitled to recovery of Related Costs with respect to the work performed by employees of the Public Entity except to the extent such work is limited to (x) supervising such outside counsel and (y) such other customary work performed by in-house counsel in connection with audits, examinations or other proceedings of this type where outside counsel is engaged; provided that such Public Entity shall use reasonable efforts to avoid duplicating work performed by its outside counsel. For the avoidance of doubt, “supervising such outside counsel” shall include without limitation, review and revision of any documents prepared by outside counsel, preparation of memoranda or other similar correspondence to be provided to the governing board or other executives of the relevant Public Entity, correspondence with the general counsel or other executive members of the relevant Public Entity regarding status of matter, review of billing matters, negotiation of contract with outside counsel, and any other activities that would be reasonably performed by the office of the general counsel in fulfillment of its fiduciary duties to the relevant Public Entity. This Section 19.2 shall survive the early termination or expiration of this Agreement. Notwithstanding anything to the contrary herein, (i) this Section 19.2 shall not apply to, and Developer shall have no responsibility with respect to, any taxes payable based on income or profits of the Public Entity Parties (for the avoidance of doubt, such exclusion shall not apply to the extent such Tax Claim relates to withholding or information reporting with respect to the taxable income of the Developer), and (ii) Section 19.4 and either Section 4.6 of the Ground Lease or Section 6.19(b) of the Sublease, as applicable, and not this Section 19.2, shall govern all Tax Claims with respect to Property Tax Expenses. 19.3. Property Expenses. Without limitation of Developer’s other obligations under this Agreement and the Sublease, Developer agrees to pay, on or before the date due, all Property Expenses. As used herein, “Property Expenses” shall include, without limitation, 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 Site and/or the Improvements, 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, the Sublease, the Ground Lease, and the Hotel Management Agreement with respect to the Site and/or the Improvements including without limitation any premiums and deductibles except the cost of any Facility Lease Lost Rental Insurance (as defined in the Sublease) and the incremental cost of any Expanded Soft Cost Coverage; (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 Site and/or the Improvements; (v) payments under any easement, license, permit, operating agreement, declaration, or covenant or instrument pertaining to the Site that exist as of the Commencement Date or that are created or consented to by Developer; and (vi) the cost of any Improvements, capital repairs, capital alterations, or capital equipment, required by Laws, the Hotel Management Agreement or otherwise required under this Agreement, the Sublease, or the Ground Lease. Notwithstanding anything to the contrary in this Agreement or the Sublease, Property Page 314 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 76 4825-3218-1203/024036-0079 Expenses shall not include (a) Property Tax Expenses, (b) any amounts that constitute Advance Rent, or (c) any other amount that a Public Entity has expressly agreed to pay without reimbursement from Developer under this Agreement or any Contemporaneous Agreement or that this Agreement or any Contemporaneous Agreement expressly provides that the Developer is not required to pay. 19.4. Property Tax Contest Cooperation. Subject to its consent under the Ground Lease or Sublease, as applicable, and subject to any conditions which it has imposed thereunder, a Public Entity shall join in a Property Tax Contest if such Property Tax Contest is legally required to be initiated or prosecuted in such Public Entity’s name. In such case, such Public Entity shall cooperate, as Developer reasonably requests, and at Developer’s sole cost and expense, to permit the Property Tax Contest to be prosecuted in such Public Entity name. The Public Entities shall give Developer any publicly available documents requested by Developer in writing that are in their control and Developer determines are reasonably necessary for Developer to prosecute its Property Tax Contest except where (i) the document is subject to an exemption or exception under the California Public Records Act (California Government Code Sections 6250 et seq.); (ii) the document is confidential pursuant to another agreement between the relevant Public Entity and another Person; (iii) the document is protected by the attorney-client privilege or work-product protections; (iv) the disclosure or release of such document would result in a breach of an agreement to which the relevant Public Entity is a party; or (v) the disclosure or release of the document would result in a violation of Laws. Developer shall pay all costs and expenses, including any legal costs, of any Property Tax Contest, including, without limitation, any costs and expenses resulting from the withdrawal of a Property Tax Contest. If Developer requests that a Public Entity assist Developer with any Property Tax Contest in accordance with the Ground Lease or the Sublease, and such assistance is consistent with the requirements of Section 4.6 of the Ground Lease or Section 6.19 of the Sublease, as applicable, and this Section 19.4, then the Public Entity shall, within fifteen (15) days after receipt of such request, notify Developer of the total amount of Anticipated Assistance Costs. Developer may, but shall have no obligation to, fund the Anticipated Assistance Costs (“Developer Funding”). If Developer does not notify the Public Entity that Developer will provide Developer Funding to the Public Entity, then the Public Entity shall have no obligation to assist Developer with such Property Tax Contest. If Developer notifies the Public Entity that Developer will provide Developer Funding to the Public Entity and Developer pays to the Public Entity an amount that is equal to or greater than the Anticipated Assistance Costs, then the Public Entity shall reasonably assist Developer with such Property Tax Contest as Developer reasonably requires. If the actual amount of Assistance Costs in connection with such assistance is at any time greater than the Developer Funding provided before and at such time, then the Public Entity shall promptly notify Developer thereof and the Parties shall follow the process set forth in the preceding three sentences. Port District shall have no obligation to reimburse Developer for Developer Funding up to the amount of Assistance Costs. A Public Entity shall have no liability to Developer if the Public Entity does not assist, or continue to assist, with any Property Tax Contest if Developer refuses to provide Developer Funding or the amount Developer has advanced is not sufficient to cover the Assistance Costs or the Property Tax Contest is not in compliance with this Section 19.5.2 and Section 4.6 of the Ground Lease or Section 6.19 of the Sublease, as applicable. A Public Entity shall return to Developer any portion of Developer Funding that the Public Entity receives from Developer and does not use for the Property Tax Contest within thirty (30) days after the Public Entity receives notice from Developer that the Property Tax Contest is concluded or Developer is withdrawing the Property Tax Contest. Page 315 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 77 4825-3218-1203/024036-0079 ARTICLE XX EQUAL EMPLOYMENT OPPORTUNITY/NONDISCRIMINATION AND OFAC 20.1. Nondiscrimination. Developer shall comply with Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the California Constitution; the California Fair Employment and Housing Act; the ADA; and any other applicable Laws now existing or hereinafter enacted, requiring equal employment opportunities or prohibiting discrimination. This shall include, without limitation, Laws prohibiting discrimination because of race, color, religion, sex, national origin, ancestry, physical or mental disability, veteran status, medical condition, marital status, age, sexual orientation, pregnancy, or other non-job related criteria. In complying with all such Laws, including, without limitation the ADA, Developer shall be solely responsible for such compliance and required programs, and there shall be no allocation of any such responsibility between Port District and Developer. Developer shall contractually require the General Contractor, all Subcontractors, and Developer’s consultants, subconsultants, and contractors to comply with the requirements of this Article XX. 20.1.1. Equal Employment Opportunity Certification. Developer shall require all bidders to submit signed equal employment opportunity certifications, in substantially the form attached as Exhibit W, with their bid packages. 20.1.2. Equal Opportunity Contracting Nondiscrimination. Developer shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring, or treatment of bidders, the General Contractor, Subcontractors, vendors, or suppliers. Developer shall provide equal opportunity for bidders, contractors, the General Contractor, and Subcontractors to participate in contracting and subcontracting opportunities. Developer understands and agrees that violation of this Section 20.1.2 shall be considered a material breach of this Agreement and may result in termination of this Agreement or other sanctions. The language in this Section 20.1.2 shall be inserted in contracts between Developer, the General Contractor, any Subcontractors, vendors, and suppliers awarded in accordance with Section 6.6. 20.2. Compliance with Employment and Labor Requirements. Developer shall comply with the Federal Fair Labor Standards Act of 1938; the Federal Labor-Management Reporting and Disclosure Act of 1959; the Occupational Safety and Health Act of 1970; the California Constitution; and any other Laws now existing or hereinafter enacted, regarding employment and labor practices. Developer shall also comply with the National Labor Relations Act, including the provisions with respect to the rights of employees to organize. 20.3. OFAC Compliance. Developer represents and warrants as of the Effective Date that i) Developer and, to the best of Developer’s knowledge, the Persons that directly or indirectly hold an interest in Developer (collectively, “Developer’s Members”, each a “Developer Member”) other than any such Person that owns an interest in Developer through publicly traded securities) is not now a Person with whom Port District or any citizen of the United States is restricted from doing business with under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 commonly known as the “USA Patriot Act”) and regulations promulgated pursuant thereto, or under any successor statutes or regulations, including, without limitation, persons and entities Prohibited Persons”) named on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) or a Page 316 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 78 4825-3218-1203/024036-0079 Person (also, a “Prohibited Person”) with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (ii) to the best of Developer’s knowledge, none of the funds or other assets of Developer constitute property of, or are beneficially owned, directly or indirectly, by any Prohibited Persons (iii) to the best of Developer’s knowledge, no Prohibited Person directly or indirectly Controls Developer, or any of Developer’s Members, either individually or in the aggregate and (iv) to the best of Developer’s knowledge, none of the funds of Developer have been derived from any unlawful activity with the result that the investment in Developer is prohibited by Laws or that the Agreement is in violation of Laws. Developer covenants and agrees that at no time during the Term shall a Developer Member with a twenty percent (20%) or more direct or indirect interest in Developer be a Prohibited Person. Developer shall reimburse Port District for all reasonable costs, including, without limitation, attorneys’ fees, resulting from Developer’s failure to comply with this Section 20.3. If Developer receives written notice that any of Developer’s Members (other than any such Person that holds an interest in Developer through publicly traded securities) is a Prohibited Person, then Developer shall promptly use Developer’s best and commercially reasonable efforts to cause such Person to divest such Person’s interests in Developer. Notwithstanding any limits set forth in this Section 20.3, any Person who is blocked under the USA Patriot Act shall be blocked to the full extent required under the USA Patriot Act and any regulations promulgated thereunder. ARTICLE XXI EVENTS OF DEFAULT AND REMEDIES 21.1. Events of Default. The occurrence of any one (1) or more of the following events shall constitute an event of default by Developer hereunder (each, an “Event of Default”): 21.1.1. Failure to Pay. Failure by Developer to pay, when due, any payment, and/or charge that Developer is required to pay hereunder, where such failure continues for a period of five (5) days after written notice thereof from another Party to this Agreement. 21.1.2. Failure to Perform. Failure by Developer to perform any express or implied covenants or conditions in this Agreement (other than as provided in the other subsections of this Section 21.1), where such failure continues for thirty (30) days after written notice thereof from another Party to this Agreement; 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 in accordance with Section 5.5, then such failure shall not constitute an Event of Default for so long as the Force Majeure Event or the actual collateral effects of such Force Majeure Event exists. 21.1.3. Bankruptcy Event. The occurrence of a Bankruptcy Event. 21.1.4. Cross-Defaults During the Term. The occurrence or existence of an Event of Default as defined in and in accordance with the Sublease or an Event of Default as defined in and in accordance with the Ground Lease, in each case, at any time during the Term; provided that in the event an Event of Default under the Sublease is cured pursuant to the terms of the Sublease, such Event of Default shall be deemed cured hereunder and in the event an Event of Default under the Page 317 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 79 4825-3218-1203/024036-0079 Ground Lease is cured pursuant to the terms of the Ground Lease, such Event of Default shall be deemed cured hereunder. 21.1.5. Breach of a Representation or Warranty. 21.1.5.1. 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 deficiency, 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 rectify and cure such breach, then such failure shall not constitute an Event of Default. 21.1.5.2. Any representation or warranty by the Completion Guarantor under the Completion Guaranty is not true, correct or complete in any material respect and Developer does not, or does not cause the Completion Guarantor to (as the case may be), cure such deficiency within ten (10) Business Days after it actually knows about such deficiency, 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 Completion Guarantor diligently commences such cure within such ten (10) Business Day period and thereafter diligently proceeds to rectify and cure such failure, then such breach shall not constitute an Event of Default; provided that without limiting the Public Entities’ rights and remedies with respect to the original undersigned Developer under this Agreement or the Completion Guarantor, during the effectiveness of any New Agreement or the while any Foreclosure Purchaser has assumed and is holding Developer’s interest under this Agreement or is holding the controlling interest in Developer, no failure or breach by the Completion Guarantor under the Completion Guaranty shall constitute a breach, default or Event of Default under this Agreement. 21.1.6. Specified Defaults. The occurrence of any event expressly stated to constitute an Event of Default under this Agreement. 21.2. Remedies for Events of Default. Upon any Event of Default but subject to Section 21.2.4, the Public Entities may, in addition to all other rights and remedies afforded to the Public Entities hereunder or by law or in equity, take any one or more of the following actions: 21.2.1. Termination of Agreement. Terminate this Agreement by giving Developer written notice thereof. Failure by the Public Entities 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. 21.2.2. Perform Acts on Behalf of Developer. Perform any act that Developer is obligated to perform under this Agreement (and enter upon the Site (and, until Acceptance of the applicable Developer’s Phase 1A Infrastructure Improvements, the Developer’s Phase 1A Infrastructure Improvements Site) in connection therewith if necessary) in Developer’s name and on Developer’s behalf, without being liable for any claim for damages therefor, and Developer shall reimburse each Public Entity on demand for any expenses which such Public Entity may incur in Page 318 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 80 4825-3218-1203/024036-0079 thus 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. 21.2.3. 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 the Authority 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 Site, free and clear of liens and claims by third parties, in connection with and (ii) execute and deliver to the Authority, within five (5) Business Days of the Authority’s request, in a form provided by and acceptable to the Authority, an instrument confirming the Assignment and transfer of such property and interests to the Authority 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 Site to the Authority. Developer agrees to reasonably cooperate with the Authority at no cost or expense to the Authority in seeking any consent from the preparer of any plans, drawings, specifications, permits, approvals, warranties, entitlements, and other similar property and instruments relating to the Site, which may be required for the Authority to rely on such plans, drawings, specifications, permits, approvals, warranties, entitlements, and other similar property and instruments relating to the Site. 21.2.4. Certain Limitations. The Public Entities shall not have the right to terminate this Agreement as a result of any Event of Default arising solely under Section 21.1.2 or Section 21.1.4 of the Agreement that is susceptible to cure (but will retain all other remedies) if the following conditions apply: (i) (A) the Developer has, in good faith, by written notice served on the Public Entities within thirty (30) days of receipt of any notice from any Public Entity of such Event of Default, contested that (x) Developer has failed to perform any covenant or condition required to be performed by it under this Agreement or (y) an Event of Default as defined in the Sublease or an Event of Default as defined in the Ground Lease has occurred or is continuing, as applicable, and (B) there has been no final determination by a court with jurisdiction that (x) the Developer has in fact failed to perform any covenant or condition required to be performed by it under this Agreement and that such failure has had a material adverse effect on one or more of the Public Entities or the Project or (y) an Event of Default as defined in the Sublease or an Event of Default as defined in the Ground Lease has occurred or is continuing, and that such Event of Default has had a material adverse effect on one or more of the Public Entities or the Project, as applicable; or (ii) after any final determination by a court with jurisdiction that (x) the Developer has in fact failed to perform any covenant or condition required to be performed by it under this Agreement and that such failure has had a material adverse effect on one or more of the Public Entities or the Project or (y) an Event of Default as defined in the Sublease or an Event of Default as defined in the Ground Lease has occurred or is continuing, and that such Event of Default has had a material adverse effect on one or more of the Public Entities or the Project, as applicable, Developer promptly (and in all events, within thirty (30) days of such final determination), cures such failure, such Event of Default as defined in the Sublease or such Event of Default as defined in the Ground Lease, as applicable. Without limiting the foregoing, the Public Entities shall not have the right to terminate this Agreement as a result of any Event of Default arising solely under Section 21.1.4 unless the Sublease or the Ground Lease, as applicable, has been terminated in accordance with its terms. For purposes of this Section 21.2.4, a final determination by a court with jurisdiction” shall mean the entry of a final judgment by the trial court or equivalent tribunal in any such proceeding. For clarification, the thirty day cure period following such “final determination” within which Developer’s failure to perform must be cured in order to avoid the Public Entities’ right to terminate pursuant to this Section shall commence immediately upon entry of such judgment by the trial court and shall not be stayed, delayed or Page 319 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 81 4825-3218-1203/024036-0079 otherwise postponed during any appeal periods or other post-judgment proceedings (e.g., Motion for New Trial or JNOV) that Developer might pursue following entry of such judgment. For purpose of this Section 21.2.4, “material adverse effect on one or more of the Public Entities or the Project” shall mean, but shall expressly not be limited to, (i) a failure to comply with any provision of the Port Act, including but not limited to Port Act provisions limiting use of the Project Site or the Improvements, (ii) a material failure to comply with any CDP (as may be amended from time to time) applicable to the Project Site and Improvements, (iii) a material failure to comply with the Port Master Plan, or any amendment thereto, (iv) a material failure to comply with any provision of this Agreement related to Hazardous Materials, (v) [reserved], (vi) a failure to comply with any provision of this Agreement relating to PWL requirements, (vii) a failure to comply with any provision of this Agreement that results or could reasonably be expected to result in a public health or safety issue, (viii) a failure to comply with any provision of this Agreement the effect of which may be that any Public Entity Party has incurred or could reasonably be expected to incur criminal liability, (ix) a failure by Developer to comply with any provision of this Agreement that could reasonably be expected to result in a default by the Authority with respect to payment of debt service on the Authority Bonds or under the Indenture, a default by the City under the Facility Lease, a default by the Port District under the Support Agreement, or a default by the Financing District under the Loan Agreement, or (x) a failure to comply with any provision of this Agreement that could reasonably be expected to result in significant irreparable harm or injury to any Public Entity. Nothing in this Section 21.2.4 shall prejudice Developer’s ability to appeal any decision of any court, provided, that, Developer’s appeal shall not limit the Public Entities’ ability to pursue any remedies available to the Public Entities under this Agreement. 21.3. Sweetwater Park. Port District shall not be deemed in default or breach for failure to Sufficiently Complete Sweetwater Park on or prior to the Sweetwater Park End Date. Developer’s exercise of either the First Sweetwater Park Option or the Second Sweetwater Park Option shall be Developer’s sole and exclusive remedy for any failure of Port District or Developer to Sufficiently Complete Sweetwater Park. Developer, Authority, Special Tax District, and City acknowledge and agree that the Port District shall not be liable to Developer, Authority, Special Tax District, or City or any other Person for monetary damages (including but not limited to contract damages, consequential, incidental or punitive damages, lost profits, lost business opportunity, or any other type of monetary damage regardless of form) for Port District’s failure to Sufficiently Complete Sweetwater Park. This Section 21.3 is not intended to limit (i) Developer’s ability to recover its costs from Authority that are Developer’s Phase 1A Infrastructure Improvements Costs (including, for the avoidance of doubt, costs incurred by Developer to Sufficiently Complete Sweetwater Park or otherwise construct Sweetwater Park in accordance with the Sweetwater Park Materials) or ii) Developer’s right to the remedy of specific performance of the Port District’s obligations under Section 2.3.2.2 and 2.3.3.2. 21.4. Reserved. 21.5. Authority Events of Default. The occurrence of any one (1) or more of the following events shall constitute an event of default by Authority hereunder (each, an “Authority Event of Default”): 21.5.1. Failure to Pay. Failure by Authority to pay, when due, any payment, and/or charge that Authority is required to pay hereunder, where such failure continues for a period of five 5) days after written notice thereof from Developer. Page 320 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 82 4825-3218-1203/024036-0079 21.5.2. Failure to Perform. Failure by Authority to perform any express or implied covenants or conditions in this Agreement (other than as provided in the other subsections of this Section 21.5), 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 Authority 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. 21.6. Remedies for Authority Events of Default (Rent Offset). Upon any Authority Event of Default, Developer may, in addition to all other rights and remedies afforded to Developer hereunder or by law or in equity, offset against Rent (excluding Advance Rent under the Sublease) under the Sublease any amount that Authority has failed to pay when due hereunder and that has not been paid by the Port District or the City under Section 21.7. 21.7. Payment Sources for Convention Center. In the event Authority fails to pay any Convention Center Contract Sum to Developer pursuant to Section 9.2 of this Agreement or any interest due to Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) of this Agreement (collectively, the “Specified Obligations”), then such Convention Center Contract Sum or interest, as applicable, will be payable (a) from any amounts remaining on deposit in the 2022A Construction Account, including the 2022A Bond Proceeds Subaccount and the Public Entity Contribution Subaccount maintained therein (collectively, the “Indenture Funds”); (b) in the event such failure to pay is a result of the misappropriation of Indenture Funds that are in the possession or control of the City or that have been directed for City purposes by affirmative action of the City Council, then to the extent of such misappropriated Indenture Funds, from any source of funds legally available to the City, including general fund monies, to make such payments; (c) in the event such failure to pay is a result of the misappropriation of Indenture Funds that are in the possession or control of the Port District or that have been directed for Port District purposes by affirmative action of the BPC, then to the extent of such misappropriated Indenture Funds, from any source of funds legally available to the Port District to make such payments; (d) with respect to the Authority, the City or the Port District, respectively from amounts received thereby or otherwise available to the applicable Public Entity, if any, from the proceeds of a fidelity bond or crime insurance policy covering acts by their respective officers or employees that cause a misappropriation from the 2022A Construction Account or subaccounts therein, or amounts recovered from the Person that misappropriated such moneys; and e) from amounts on deposit in the Authority Surplus Fund, if and when available from time to time. The City shall promptly pay to the Developer the amounts set forth in the foregoing clauses (b) and d), if any, to the extent such amounts relate to the City. The Port District shall promptly pay to the Developer the amounts set forth in the foregoing clauses (c) and (d) if any, to the extent such amounts relate to the Port District. The Authority shall promptly pay to the Developer the amounts set forth in the foregoing clause (d), if any, to the extent such amounts relate to the Authority. The Parties intend that the Port District and the City be deemed principal obligors (and not guarantor) with respect to any payment obligations they may have pursuant to the terms of this Section and without limiting the express obligations of the Port District and the City under this Agreement) the Parties agree not to assert that the Port District or City are guarantors or sureties of the Authority’s obligation hereunder under applicable law; provided, however, in an abundance of caution, in case, contrary to such intention, it is determined that the Port District and City are guarantors with respect to the foregoing payment obligations, each of Port District and City hereby waive (i) until Full Payment, any rights of subrogation, reimbursement, indemnification, and contribution with respect to the Authority and (ii) any other rights and defenses that are or may become available to Port District or City, as applicable, by reason of California Civil Code §§ 2808, 2809, 2810, 2819, 2832, 2839 Page 321 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 83 4825-3218-1203/024036-0079 but only to the extent of a mere offer of performance in full by Authority without the capacity to perform or actual tender of performance, or where Developer has rejected an Authority offer to perform as inadequate), 2845 and 2855 (but only with respect to Specified Disputes). Port District and City expressly reserve the right to assert, each on their own behalf, any defense(s) Authority may have under the terms of this Agreement to excuse or reduce any Authority obligation to pay Indenture Funds to Developer. The Authority shall use commercially reasonable efforts to pursue recovery from (a) individuals responsible for misappropriation of Indenture Funds and (b) any crime insurance maintained by the Authority in connection with misappropriation of Indenture Funds. Port District shall use commercially reasonable efforts to pursue recovery from (a) individuals employed by the Port District who are responsible for misappropriation of Indenture Funds and (b) any crime insurance maintained by the Port District in connection with misappropriation of Indenture Funds. City shall use commercially reasonable efforts to pursue recovery from (a) individuals employed by the City who are responsible for misappropriation of Indenture Funds and (b) any crime insurance maintained by the City in connection with misappropriation of Indenture Funds. The City and the Port District’s only obligation to pay the Specified Obligations is set forth in this Section 21.7. ARTICLE XXII ASSIGNMENT PARTICIPATION FEE 22.1. Assignment Participation Fee. Upon each (a) Assignment of the Sublease pursuant to Section 10.7 of the Sublease, (b) a change in the composition of the direct or indirect ownership of Developer, and (c) a sublease under the Sublease of all or Substantially All of the Facility (defined in the Sublease), Developer shall pay to the Port District, as the owner of the Site, a fee (the Assignment Participation Fee”) in an amount equal to one percent (1%) of the Assignment Proceeds of such transaction; provided, however, that Developer shall not pay the Assignment Participation Fee (i) if one or more of the members of Developer (as of the date of Completion of the Convention Center and the City’s issuance of the final certificate of occupancy for the Convention Center) which shall include, as applicable (A) each sibling of such Person, the spouse of such Person, and each parent, child, grandchild or great-grandchild of such Person (including relatives by marriage); (B) any trust for the benefit of such Person or any of the foregoing members of his or her family; (C) where such Person is a trust, any beneficiary of the trust of any of the foregoing family members of a beneficiary of the trust, or any other trust established for the benefit of any of the foregoing; and (D) each Person that Controls, is Controlled by, or in under common Control of, such Person or any of the foregoing Persons (each, an “Original Member”), collectively, directly or indirectly, owns at least a ten percent (10%) ownership interest in the Initial Project Improvements including through direct or indirect ownership in Developer), (ii) in the case of any Transfer in connection with any foreclosure on the Permitted Encumbrance or any action in lieu of foreclosure by a Permitted Lender or to a Foreclosure Purchaser, which is a Permitted Lender or an SPE Lender Affiliate or the immediately subsequent Transfer by such Foreclosure Purchaser that is a Permitted Lender or an SPE Lender Affiliate to any other Person permitted by the terms of Article IX of the Sublease and this Agreement, (iii) in the case of a change in the composition of the direct or indirect ownership of Developer as a result of an Equity Collateral Enforcement Action by a Permitted Mezzanine Lender or (iv) in the case of a change in the composition of the direct or indirect ownership of Developer resulting from a transfer of ownership interests traded on a recognized public exchange. Prior to any Public Entity’s consent to any transaction subject to an Assignment Participation Fee, Developer shall deliver to the Port District a written statement showing the calculation of the Assignment Participation Fee owed to the Port District from Developer based on the terms of the transaction and an organizational chart showing all Persons holding at least a twenty percent (20%) direct or indirect ownership interest in the Initial Project Improvements prior to such Page 322 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 84 4825-3218-1203/024036-0079 transaction and after such transaction. The statement of the calculation of the Assignment Participation Fee shall contain such detail as may be reasonably requested by the Port District to verify the calculation of the Assignment Participation Fee. Developer shall pay in full to the Port District the Assignment Participation Fee that is due to the Port District concurrent with the completion of the transaction. The obligation to pay the Assignment Participation Fee shall be a joint and several obligation of the transferee and transferor. For the purposes of this Section 22.1, the term “Assignment Proceeds” shall mean the purchase price or other consideration that is: (a) paid (either in cash or by an assumption of debt or other consideration and, if paid over time, the present value of the total consideration using the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent 1%)) to the Developer and/or holders of direct or indirect interests in Developer and (b) fairly attributable to Developer’s interest in the Sublease and the Initial Project Improvements in connection with the subject transaction less the sum of (x) any reasonable prorations, closing costs or other customary deductions to the purchase price for which the seller is responsible, (y) the certified cost of designing, developing and constructing the Initial Project Improvements as of the time of the Completion of the Initial Project Improvements and (z) one hundred (100) times the amount of any Assignment Proceeds that have been previously paid to the Port District, which sum shall be prorated in the case of an assignment of a portion of the Initial Project Improvements, which sum shall be prorated in the case of an assignment of a portion of the Initial Project Improvements. Notwithstanding the foregoing, if at any time an Assignment Participation Fee is payable pursuant to this Agreement and an Assignment Participation Fee (as defined in the Ground Lease) is payable pursuant to the Ground Lease, then Developer shall, in its reasonable discretion, determine the allocation of the assignment proceeds between the Assignment Proceeds with respect to this Agreement and the Assignment Proceeds (as defined in the Ground Lease) with respect to the Ground Lease. Upon the request of the Port District from time to time (which request shall not be made more frequently than once per year), except in the case of Completion of the Convention Center, in which case Developer shall deliver to the Port District such schedule, and such evidence, without request from the Port District, within five (5) days of Completion of the Convention Center, Developer shall provide the Port District with a schedule listing the name and mailing address of each Person holding at least twenty percent (20%) of the direct or indirect ownership interests in Developer or the Initial Project Improvements and, if then true, evidence that one or more Original Members collectively holds at least ten percent (10%) of the direct or indirect ownership interest in Developer or the Initial Project Improvements. In the event that such Person is a trust, Developer shall include in such schedule the name and mailing address of each trustee of said trust, together with the name and mailing address of each beneficiary of said trust. 22.2. Assignment and Collateral Assignment. No Party shall assign its interest in this Agreement except to a permitted assignee to which such Party has assigned all of its interests in the Convention Center Leases entered into by such Party. No Party shall assign its interest in any of the Convention Center Leases unless the assignee assumes all of such Party’s obligations under this Agreement arising from and after the date of such assignment pursuant to an assignment and assumption agreement reasonably acceptable to the other Parties. Notwithstanding anything to the contrary in this Section 22.2, the Developer may assign all or a part of its entire rights, interests and obligations hereunder, or create a security interest over its rights and interests hereunder, to the Permitted Lenders to whom Developer has assigned or collaterally assigned, or granted a lien or leasehold deed of trust in, the Sublease and the Ground Lease for the purpose of securing financing Page 323 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 85 4825-3218-1203/024036-0079 for the Convention Center, Parking Improvements, and the Resort Hotel. The Public Entities hereby consent to the granting by the Developer to such Permitted Lenders of security interests in this Agreement. Each Public Entity acknowledges that a Permitted Lender may require that each Public Entity execute a consent to collateral assignment of this Agreement in connection with the Public Entity’s consent or deemed consent to a Permitted Financing Encumbrance. As part of such collateral assignment, each Public Entity shall agree, in a manner materially and substantially consistent with the rights afforded to Permitted Lenders under Article IX of the Sublease and Article X of the Ground Lease, (i) to provide such Permitted Lenders notice of and opportunity to cure the Developer’s defaults hereunder, (ii) to allow such Foreclosure Purchaser, including a Permitted Lenders or SPE Lender Affiliates or any successful bidder that is not a Permitted Lenders or SPE Lender, to assign and reassign all of the Developer’s rights hereunder, (iii) to provide for the Public Entities and the Foreclosure Purchaser to enter into a new agreement on the terms and conditions set forth in this Agreement in connection with a New Lease pursuant to Section 10.3.2 of the Ground Lease or a New Sublease pursuant to Section 9.3(b) of the Sublease; and (iv) to provide for other customary lender protection provisions that are not in violation of applicable laws or regulations. Each Public Entity shall, upon reasonable request of the Developer, shall execute such consents to or acknowledgements of such assignments by the Developer and other customary documents as Developer or its Permitted Lenders reasonably require in connection with this Agreement and the financing of the Convention Center, Parking Improvements, and the Resort Hotel provided they are materially and substantially consistent with the provisions of Article X of the Ground Lease and Article IX of the Sublease and do not conflict with, modify, or amend any of the terms of this Agreement, the Sublease, or the Ground Lease. As a condition to acquiring title in connection with a foreclosure proceeding (or assignment in lieu thereof) or any assignment following a foreclosure of the tenant’s interest under the Ground Lease, sub-sublessee’s interest in the Sublease, or Developer’s interest in the Project Implementation Agreement, Permitted Lender, SPE Lender Affiliate or Foreclosure Purchaser, as and if applicable, shall assume in writing the Ground Lease, Sublease, and this Agreement, and such Ground Lease, Sublease, and this Agreement, shall continue in full force and effect, in each case, subject to the terms thereof (including, without limitation, Section 10.6.2 of the Ground Lease). Without limiting the forgoing provisions of this Section 22, a foreclosure (or assignment in lieu thereof) of the tenant’s interest in the Ground Lease, sub-subtenant’s interest in the Sublease, or Developer’s interest in this Agreement by the Permitted Lender must be accompanied by a foreclosure (or assignment in lieu thereof) of all such interests, and following such foreclosure (or assignment in lieu thereof), tenant’s interest in the Ground Lease, sub-subtenant’s interest in the Sublease, or Developer’s interest in this Agreement may only be assigned to the same Person. Following a foreclosure of Developer’s interest in the Site, Developer’s interest in this Agreement may only be assigned to a permitted assignee that has acquired Developer’s interest in the Sublease and who expressly assumes the Developer’s obligations under the Sublease and this Agreement in an assumption agreement reasonable acceptable to the City and the Port District. 22.3. Non-Disturbance Agreement. With regard to the Hotel Management Agreement with Marriott International, Inc., a Delaware corporation, that has been consented to by the Port District and consented to or deemed to be consented to by the City, on the Commencement Date, and prior to or concurrently with the execution of any other Hotel Management Agreement consented to by the Port District and consented to or deemed to be consented to by the City, the Port District, the City and the Authority shall enter into a non-disturbance agreement with the Hotel Operator substantially in the form attached hereto as Exhibit Y and, if the Hotel Operator is not Marriott, based on terms reasonably acceptable to the Port District, the City, the Authority and Hotel Operator at that time. Page 324 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 86 4825-3218-1203/024036-0079 ARTICLE XXIII NONDISTURBANCE 23.1. Port District Nondisturbance of Lessee and Sublessee Rights under the Convention Center Leases. In the event the Site Lease terminates, is rejected in any Bankruptcy Case or otherwise ceases to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), the Port District shall recognize the Facility Lease as, and the Facility Lease shall be deemed to be, a direct lease between the Port District, as lessor, and the City, as lessee, and the Port District shall not disturb the City’s leasehold interest or possession of the Site (as defined in the Facility Lease) or the Convention Center under, and on the terms and conditions set forth in, the Facility Lease, and the Port District shall continue to recognize and treat the Sublease as a sublease between the City, as sublessor, and the Developer, as sublessee, and the City shall attorn to and recognize the Port District as the City’s lessor under, and on the terms and conditions set forth in, the Facility Lease. In the event the Facility Lease terminates, is rejected in any Bankruptcy Case or otherwise ceases to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), the Port District shall recognize the Sublease as, and the Sublease shall be deemed to be, a direct lease between the Authority, as lessor, and the Developer, as lessee, and the Developer shall attorn to and recognize the Authority as the Developer’s lessor under, and on the terms and conditions set forth in, the Sublease. In the event both the Site Lease and the Facility Lease terminate, are rejected in any Bankruptcy Case and/or otherwise cease to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), (i) the Port District shall recognize the Sublease as, and the Sublease shall be deemed to be, a direct lease between the Port District, as lessor, and the Developer, as lessee, and the Port District shall not disturb the Developer’s leasehold interest or possession of the Site (as defined in the Sublease) or the Convention Center under, and on the terms and conditions set forth in, the Sublease, and the Developer shall attorn to and recognize the Port District as the Developer’s lessor under, and on the terms and conditions set forth in, the Sublease. Each Permitted Lender is an express third party beneficiary of this Section 23.1 and is entitled to enforce this Section 23.1. 23.2. Authority Nondisturbance of Lessee and Sublessee Rights under the Convention Center Leases. In the event the Facility Lease terminates, is rejected in any Bankruptcy Case or otherwise ceases to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), the Authority shall recognize the Sublease as, and the Sublease shall be deemed to be, a direct lease between the Authority, as lessor, and the Developer, as lessee, and the Authority shall not disturb the Developer’s leasehold interest or possession of the Site (as defined in the Sublease) or the Convention Center under, and on the terms and conditions set forth in, the Sublease, and the Developer shall attorn to and recognize the Authority as the Developer’s lessor under, and on the terms and conditions set forth in, the Sublease. Each Permitted Lender is an express third party beneficiary of this Section 23.2 and is entitled to enforce this Section 23.2. Page 325 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 87 4825-3218-1203/024036-0079 ARTICLE XXIV OPERATION OF THE SITE AND THE CONVENTION CENTER 24.1. Approved Agreements. Pursuant to the Sublease, Developer shall take possession of the Site subject to the agreements, licenses, right of entry agreements, and other documents set forth in Exhibit S attached hereto and incorporated herein by reference (“Approved Agreements”). 24.2. Reservations. The Port District Parties and any third party requested by Port District shall have the right to enter the Site and the Improvements for the purpose of constructing, installing, maintaining, repairing, replacing or removing monitoring wells during normal business hours and upon a three (3) Business Days’ prior notice to Developer (except in the case of an emergency in which case no prior notice shall be required but each of such Port District Parties and each of such third parties shall notify Developer and, prior to the Completion of the Resort Hotel and Parking Improvements, Developer’s Risk Construction Manager thereof by phone prior to entering the Site) and Port District shall, and shall cause each of such Port District Parties and each of such third parties to: (a) comply with all applicable security and safety procedures of Developer of which Developer informs Port District in writing and with which such Port District Party and such third party can reasonably comply, and (b) use commercially reasonable efforts to minimize any interference with Developer’s operation and use of the Site, the Improvements, the Resort Hotel, the Parking Improvements, and the Ground Lease Property, while on the Site and at the Improvements, and, so long as such Port District Parties and such third parties comply with such requirements and do not cause damage to the Site or any Improvements, separate and apart from the construction, installation, maintenance, repairing, replacing, and removal of the monitoring well in or from the Site, Developer shall not be entitled to any monetary payment or other remuneration for incidental costs imposed on Developer resulting from, any such access to the Site or the Improvements by such Port District Parties or such third parties. The Port District Parties shall not cause any damage to the Site or any Improvements in connection with the construction, installation, maintenance, repairing, replacing and removal of any monitoring wells in or from the Site that adversely affects the use, operation or appearance of the Site or any of the Improvements. Port District shall reasonably cooperate with Developer in determining the location of any new monitoring well that is required by an order of the SDRWQCB. Except in the case of an emergency, Port District shall consult with Developer to ensure that the interference with Developer’s operation and use of the Site, the Improvements, the Resort Hotel, the Parking Improvements, and the Ground Lease Property is minimized to the extent commercially reasonable efforts permit. Port District and Developer shall independently have the right to grant on reasonable terms and notice to the other, a license or easement or other access agreement to Rohr, Inc., a United Technologies Aerospace Systems Company (together with its successors and assigns, “Rohr”) for Rohr and its authorized contractors and agents to access the Site upon reasonable prior notice to Developer for sampling, operation, maintenance, relocation, replacement, removal and closure of groundwater monitoring, soil vapor or extraction wells or other Remediation Facilities (as defined in the Relocation Agreement); provided, however, that if Port District grants a license or easement or other access agreement to Rohr, it shall first consult with Developer to attempt reasonably and in good faith, and shall use reasonable efforts, to avoid interference with Developer’s day-to-day operations on the Site which interference is (a) unreasonable or (b) both material and reasonably avoidable. Developer shall have the right to coordinate with Rohr to install, relocate, and/or remove any Remediation Facilities (as defined in the Relocation Agreement), subject to (a) Rohr securing any necessary approvals from the SDRWQCB and (b) Developer providing advance notice to Port District that describes the proposed installation, relocation and/or removal of the Remediation Page 326 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 88 4825-3218-1203/024036-0079 Facilities and requests Port District’s approval thereof (“Remediation Facilities Notice”) and receiving Port District’s written approval thereof (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that, within twenty (20) days after Developer provides any Remediation Facilities Notice to Port District, Port District shall provide notice to Developer (“Remediation Facilities Response”) that (i) approves the activities described in such Remediation Facilities Notice or (ii) denies Port District’s approval of some or all of the activities described in such Remediation Facilities Notice and describes in reasonable detail the reasonable basis for such denial; and provided, further, that if Port District fails to provide a Remediation Facilities Response to Developer within such twenty- (20-) day period, then Developer may re- deliver its Remediation Facilities Notice to Port District and, if Port District fails to provide a Remediation Facilities Response thereto within ten (10) days after Developer provides such re- delivered Remediation Facilities Notice to Port District, then Port District’s approval of such Remediation Facilities Notice shall be deemed granted. Developer and Port District acknowledge and agree that neither Developer nor Port District shall be responsible to the other for any incidental costs or expenses (e.g., security, overtime, inspection, or management-related expenses) incurred by the other Party arising from or related to providing Site access to Rohr and its authorized contractors and agents for the sampling, operation, maintenance, relocation, replacement, removal and closure of the groundwater monitoring, soil vapor or extraction wells or other Remediation Facilities (as defined in the Relocation Agreement). Port District shall present to the BPC for its reasonable consideration any reasonable request by Developer in writing for an easement on, over, under or across the Site to others, including, without limitation, any Governmental Authority, for the purpose of constructing, installing, maintaining, repairing, replacing and removing utility systems in connection with the development, construction, use or operation of the Site and the Improvements; provided, however, that, in each case, (A) the term of such easement shall not exceed the Term; (B) Port District shall not be responsible for any cost or expense relating to such easement, including without limitation, maintenance thereof; (C) Port District shall have the right to terminate such easement at no cost or expense to Port District in the event of an early termination of this Agreement; (D) Port District shall have the right to relocate such easement, at any time, in Port District’s sole and absolute discretion, at the grantee’s sole cost and expense with respect to the first relocation of such easement and at Port District’s sole cost and expense with respect to any subsequent relocation of such easement, unless agreed to otherwise by Port District and the grantee (provided that Port District shall not consider whether the prospective grantee has agreed to bear such costs for any relocation of such easement after the first relocation in determining whether to grant such an easement); (E) Port District shall have the right to approve the location and dimensions of the easement in Port District’s reasonable discretion; and (F) at Port District’s election, the grantee shall (at the grantee’s own cost and expense) remove any utility system constructed or installed pursuant to such easement at the expiration or earlier termination of the Ground Lease. The City and the Authority hereby consent to any such easement granted by the Port District. No Public Entity shall, without the prior written consent of Developer and, while any Permitted Financing Encumbrance remains outstanding or during any New Lease Period, each Permitted Lender, which consent shall not be unreasonably withheld, conditioned or delayed, encumber the Site or the Improvements during the Term or during any New Lease Period, except for i) any documents effectuating public financing by the Port District, the City, and the Authority, including any refinancing thereof, of the Site or the Developer’s Phase 1A Infrastructure Improvements that Developer has agreed to prior to the Commencement Date, or the Convention Center that Developer has agreed to prior to the Expansion Date, or that Developer agrees to, in Page 327 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 89 4825-3218-1203/024036-0079 Developer’s reasonable discretion, during the Term, except for any such document that may impose any new obligation, limitation or prohibition on Developer, the Site, the Improvements, the Convention Center prior to the Expansion Date, the Developer’s Phase 1A Infrastructure Improvements, this Agreement or any Contemporaneous Agreement, in which case Developer’s consent shall be in Developer’s sole discretion, (ii) the Special Tax District and any modifications thereto that Developer agrees to, in Developer’s reasonable discretion, (iii) as permitted under this Section 24.2, or (iv) with respect to Port District only, as required by Laws (provided, that, any such encumbrance under this subsection (iv) shall not result in an encumbrance that is senior in right of priority to that of any Convention Center Lease). The Port District and Developer agree to use commercially reasonable efforts to finalize and record that certain “Easement for Utility Purposes” between the San Diego Gas & Electric Company, a California corporation (“SDG&E”) and the Port District (“SDG&E Easement”) consistent with the direction given to Port District staff by the Board of Port Commissioners (Board) at the May 10, 2022 meeting of the BPC. The Port District, the City, the Developer, and the Authority hereby consent to the SDG&E Easement and agree to subordinate their leasehold interests in this Agreement and the Convention Center Leases to the SDG&E Easement. 24.3. Cooperation in connection with Condemnation. Each Party shall cooperate in good faith to ensure an award of fair market value is obtained in the event of any taking by eminent domain or condemnation with respect to the Convention Center. Each Party shall use commercially reasonable efforts to perform its respective obligations under the Convention Center Leases related to condemnation and casualty proceeds. ARTICLE XXV AS-IS” LEASE AND WAIVERS 25.1. Developer’s Acknowledgment. Developer acknowledges that prior to entering into this Agreement and the Sublease, Port District has given Developer sufficient opportunity to consider, inspect and review, to Developer’s complete satisfaction: (1) any and all rights, appurtenances, entitlements, obligations, and liabilities concerning the Site, including without limitation any Existing Improvements; (2) the physical condition of the Site, including, without limitation, the condition and value of any Existing Improvements and the soils, subsoil media, and ground waters at or under the Site; (3) the risk of climate change and the possible adverse consequences thereof, including, without limitation, rises in sea level and possible damage to and destruction of the Site; (4) the development potential of the Site including, without limitation, as may be affected by the preceding clause (3); (5) the effect of all Laws, including, without limitation, those concerning land use, environmental quality and maintenance, endangered species, and traffic regulation; (6) the financial prospects of the Site and local market conditions; (7) Developer’s determination of the feasibility of Developer’s intended use and enjoyment of the Site; (8) the presence of any Pre-Existing Hazardous Material and any other contamination of the Site, including any Existing Improvements, soils, groundwater, water adjacent to San Diego Bay and sediment adjacent to San Diego Bay; and (9) all other facts, circumstances, and conditions affecting, concerning or relating to the Site. The land use; the environmental, biological, physical and legal condition of the Site; the risks associated with possible climate change; the feasibility of Developer’s intended use and enjoyment of the Site; and such other facts, circumstances and conditions being collectively referred to herein as the “Condition of the Site”; and, without limitation on any other provision of this Agreement or the Sublease, Developer expressly assumes the risk that adverse conditions affecting the Site have not been revealed by Developer’s investigations. Page 328 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 90 4825-3218-1203/024036-0079 25.2. Only Express Written Agreements Binding. Each Party acknowledges and agrees that no Person acting on behalf of a Party is authorized to make, and that except as expressly set forth in this Agreement and the Contemporaneous Agreements to which such Party is a party, none of the Public Entity Parties, the Developer Parties nor anyone acting for or on behalf of a Party has made, any representation, warranty, agreement, statement, guaranty or promise to any other Party, or to anyone acting for or on behalf of any other Party, concerning the Condition of the Site or any other aspect of the Site. Each Party further acknowledges and agrees that no representation, warranty, agreement, statement, guaranty or promise, if any, made by any Person for or acting on behalf of a Party which is not expressly set forth in this Agreement and the Contemporaneous Agreements as of the Commencement Date will be valid or binding on such Party. 25.3. As-Is. Developer further acknowledges and agrees that Developer’s execution of this Agreement shall constitute Developer’s representation, warranty and agreement that as of the Commencement Date the Condition of the Site has been independently verified by Developer to its full satisfaction, and that, except to the extent of the express covenants of the City set forth in the Sublease, Developer will be developing the Site and subleasing the Site based solely upon and in reliance on its own inspections, evaluations, analyses and conclusions, or those of Developer’s representatives; and that DEVELOPER IS DEVELOPING THE SITE AND SUBLEASING THE SITE IN ITS “AS-IS, WITH ALL FAULTS” CONDITION AND STATE OF REPAIR INCLUSIVE OF ALL FAULTS AND DEFECTS, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE DEVELOPER’S EXECUTION OF THIS AGREEMENT AND THE SUBLEASE, INCLUDING ANY EXISTING IMPROVEMENTS. Without limiting the scope or generality of the foregoing, Developer expressly assumes the risk that the Site does not or will not comply with any Laws now or hereafter in effect. 25.4. Waivers, Disclaimers and Indemnity. 25.4.1. Waiver and Disclaimer. Developer hereby fully and forever waives, and Port District hereby fully and forever disclaims, all warranties of whatever type or kind with respect to the Site, whether expressed, implied or otherwise including, without limitation, those of fitness for a particular purpose, tenantability, habitability or use. 25.4.2. Port District’s Materials. Developer acknowledges that any information and reports, including, without limitation, any engineering reports, architectural reports, feasibility reports, marketing reports, soils reports, environmental reports, analyses or data, or other similar reports, analyses, data or information of whatever type or kind which Developer has received or may hereafter receive from Port District Parties (collectively, the “Port District’s Materials”) have been furnished without warranty of any kind (other than that Port District has delivered true and correct copies of each of the items set forth on Exhibit T attached hereto as filed in the Office of the Port District Clerk (“District Documents”)) and on the express condition that Developer will make its own independent verification of the accuracy, reliability and completeness of such Port District’s Materials and that Developer will not rely thereon. Accordingly, subject to terms of Section 25.4.3 below, Developer agrees that under no circumstances will it make any claim against, bring any action, cause of action or proceeding against, or assert any liability upon, Port District Parties or any of the Persons that prepared or furnished any of the Port District’s Materials as a result of the inaccuracy, unreliability or incompleteness of, or any defect or mistake in, any such Port District’s Materials, and Developer hereby fully and forever releases, acquits and discharges Port District Parties and each Person furnishing such Port District’s Materials of and from, any such claims, actions, causes of action, proceedings or liability, whether known or unknown (other than in Page 329 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 91 4825-3218-1203/024036-0079 connection with Port District’s breach of its representation and warranty set forth in this Section 25.4.2 that Port District has delivered to Developer true and correct copies of each of the District Documents. 25.4.3. Release and Waiver. 25.4.3.1. Release. Except to the extent of Claims (as defined below) against Port District arising from any breach by Port District of its covenants and obligations expressly provided in this Agreement or the Site Lease, or Port District’s representation and warranty set forth in Section 22.4.2 of the Ground Lease or Section 18(d)(ii) of the Site Lease, Developer, on behalf of Developer, its successors and assigns, hereby fully and forever releases, acquits and discharges Port District of and from, and hereby fully, and forever waives and agrees not to assert any and all claims, actions, causes of action, suits, proceedings, demands, rights, damages, Related Costs, losses, judgments, provisional relief, fines, penalties, and fees, including, without limitation, any and all claims for compensation, reimbursement, or contribution whatsoever (individually and collectively, “Claims”), whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, that any Developer Party, Hotel Operator or any of Developer’s successors or assigns now has or may have or which may arise or be asserted in the future arising out of, directly or indirectly, or in any way connected with: (i) any act or omission of Port District (or any Person acting for or on behalf of Port District or for whose conduct Port District may be liable), whether or not such act be the active, passive or sole negligence of Port District (or any Person acting for or on behalf of Port District or for whose conduct Port District may be liable), in connection with prior ownership, maintenance, operation or use of the Site; (ii) any condition of environmental contamination or pollution at the Site (including, without limitation, any Pre-Existing Hazardous Material or other contamination or pollution of any soils, subsoil media, surface waters or ground waters at the Site and any clean-up or abatement order effecting the Site); (iii) to the extent not already included in clause (ii) above, the prior, present or future existence, release or discharge, or threatened release, of any Hazardous Materials at the Site (including, without limitation, the release or discharge, or threatened release, of any Hazardous Materials into the air at the Site or into any soils, subsoils, surface waters or ground waters at the Site); (iv) the violation of, or noncompliance with, any Environmental Law or other applicable Law now or hereafter in effect, however and whenever occurring; (v) the condition of the soil and groundwater at the Site; (vi) the Condition of the Site, including, without limitation, the condition of any improvements located on the Site including, without limitation, the structural integrity and seismic compliance of such improvements; vii) any matters which would be shown on an accurate ALTA land survey of the Site (including, without limitation, all existing easements and encroachments, if any); (viii) all applicable Laws now or hereafter in effect; (ix) matters which would be apparent from a visual inspection of the Site; or x) to the extent not already covered by any of the foregoing clauses (i) through (ix) above, the use, maintenance, development, construction, ownership or operation of the Site by Port District (or any Person acting for or on behalf of Port District or for whose conduct Port District may be liable) or any predecessor(s)-in-interest in the Site of Port District. 25.4.3.2. Waiver of Civil Code Section 1542. With respect to all releases made by Developer under or pursuant to Section 6.12 of the Sublease and this Article XXV, Developer hereby waives the application and benefits of California Civil Code § 1542 and hereby verifies that it has read and understands the following provision of California Civil Code § 1542: Page 330 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 331 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 93 4825-3218-1203/024036-0079 To the Trustee: Wilmington Trust, National Association 650 Town Center Drive, Suite 800, Costa Mesa, California 92626 Attention: Corporate Trust Services Fax No.: (714) 384-4151 To the Administrative Agent: JPMorgan Chase Bank, National Association Attention: James G. Millard 383 Madison Avenue, 3rd Floor (NY1-M165) New York, NY 10179 Telephone: 212-270-2198 E-mail: james.g.millard@jpmorgan.com With a copy to: James Millard at james.g.millard@jpmchase.com and Shawn Laljit at shawn.laljit@jpmchase.com To the Port District: Executive Director San Diego Unified Port District Post Office Box 120488 San Diego, CA 92112-0488 With a copy to: Director, Real Estate Department San Diego Unified Port District Post Office Box 120488 San Diego, CA 92112-0488 Port Attorney San Diego Unified Port District Post Office Box 120488 San Diego, CA 92112-0488 To the Financing District: City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Attention: City Manager To Developer: RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Ira Mitzner Page 332 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 94 4825-3218-1203/024036-0079 With copy to: RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Luke Charlton and Latham & Watkins 12670 High Bluff Drive San Diego, CA 92130 Attention: Steven Levine Notices to the Trustee shall be given initially either telephonically or by written telecommunication or electronic mail and shall then be confirmed in writing delivered by first class mail, postage prepaid. The Authority, the City, the Port District, the Financing District, the Developer, and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. 26.2. Captions. Captions in this Agreement are inserted for convenience of reference. They do not define, describe or limit any term of this Agreement. 26.3. No Merger. At any time during the Term, if any of Port District’s, Authority’s, City’s, or Developer’s estates in the Site become vested in the same owner, none of the Site Lease, the Facility Lease, or the Sublease shall be terminated by application of the doctrine of merger except at the express consent of all remaining parties to the Convention Center Leases and with the consent of any Permitted Mortgage Lender. 26.4. Recording. Unless the Parties agree otherwise in writing in advance, on or before the Commencement Date, the Parties shall execute a Memorandum of Agreement substantially in the form of Exhibit R attached hereto (the “Memorandum of Agreement”). Any Party may cause the Memorandum of Agreement to be recorded at such Party’s sole cost and such Party shall be solely responsible for any transfer taxes or fees required to be paid in connection with the recording of the Memorandum of Agreement. 26.5. Port District Transfer. The Authority, the City, and the Developer each acknowledges that, subject to the Port Act and the oversight of the California State Lands Commission, Port District may be required by applicable law to transfer all or any portion of its interest in the Site and in the Site Lease, and the Authority, the City, and the Developer each agrees that in the event of any such transfer and the express assumption of Port District’s obligations hereunder and under each of the documents set forth on Exhibit Q attached hereto (a “Port District Transfer”) by the transferee, Port District shall automatically be released from all liability under the Site Lease and this Agreement for periods after the date of such Port District Transfer, and the Authority, the City, and the Developer each agrees to look solely to such transferee for the performance of Port District’s obligations hereunder that arise after the date of such Port District Transfer. Each Person constituting the Lessor under the Site Lease or the Port District under this Agreement shall be liable only for those obligations arising during its period of ownership of the Site and shall be released from further obligations after it completes a Port District Transfer. Page 333 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 95 4825-3218-1203/024036-0079 26.6. Time of Essence. Time is of the essence with respect to this Agreement and each of its provisions. 26.7. 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. 26.8. 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 Prior Agreements, the Contemporaneous Agreements and the Approved Agreements. This Agreement contains all of the terms, covenants, conditions, warranties and agreements of the Parties relating in any manner to the construction of the Convention Center, the Developer’s Phase 1A Infrastructure Improvements, and as between the Port District and the Developer) the Remaining Phase 1A Infrastructure Improvements and shall be considered to be the only agreement between the Parties and their representatives and agents, except for the applicable Prior Agreements, the applicable Contemporaneous Agreements and the applicable Approved Agreements; and none of the terms, covenants, conditions or provisions of this Agreement can be modified, deleted or added to except in writing signed by the Parties. All negotiations and oral agreements acceptable to the Parties have been merged into and are included herein. There are no other representations or warranties between the Parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Agreement. However, Developer acknowledges and agrees that other documents may restrict Developer’s use of the Project Site and the Improvements or impose other obligations not specifically referenced in this Agreement, including, but not limited to, conditions of approval of a CDP or mitigation measures under CEQA. 26.9. 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. 26.10. 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. 26.11. Interaction with Sewer Agreement. The Parties agree that with respect to the sewer improvements specifically described in the Sewer Agreement (“City Sewer Improvements”) only, because such City Sewer Improvements are being paid for solely out of City funds, they will be constructed by Developer within City rights of way, and will be accepted, owned, and maintained by the City, the Sewer Agreement shall govern the terms for the construction and reimbursement of such City Sewer Improvements. Notwithstanding the foregoing, Developer acknowledges and agrees that a) Developer’s obligations under Section 3.1 (Term – as it relates to the Developer’s Phase 1A Infrastructure Improvements Site), Section 5.1.1.1 (Construction of Project), Section 5.7 Page 334 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 96 4825-3218-1203/024036-0079 Entitlements), Section 7.2 (Compliance with Laws (except Section 7.2.1)), Section 8.1.2 (Other), Section 8.1.3 (Environment), Section 8.1.4 (Access to Project Site), Section 8.2 (Public Right-of- Way), Article XIV (as to Port District and Authority only), Article XV (as to Port District and Authority only), Article XVIII (as to the Port District and Authority only), Article XX (as to Port District and Authority only), and Article XXI (as to Port District and Authority only), shall govern and control as to the Port District and Authority with respect to the City Sewer Improvements and any portion of the Project Site upon which the City Sewer Improvements shall be constructed and the Port District and Authority shall have all of its rights to enforce such rights herein; (2) the Completion of the City Sewer Improvements shall not be considered in the definition of Developer’s Phase 1A Infrastructure Improvements for purposes of determining the Outside Construction Completion Date for purposes of assessing Construction Late Charges; (3) with respect to the City Sewer Improvements only, Developer shall comply with the applicable requirements of the Sewer Agreement to provide payment bonds, performance bonds, and/or warranty bonds; and (4) this provision shall not restrict, modify, or amend, any rights of the Port District pursuant to any easement with the City for any public right of way in which any of the City Sewer Improvements shall be constructed. 26.12. Resolution of Specified Disputes. 26.12.1. Specified Disputes. This Section (other than Section 26.12.10) shall apply only to, and shall be the Parties’ exclusive method of dispute resolution for, the following specified disputes (“Specified Disputes”), defined as: 26.12.1.1. (a) Disputes over amounts that Developer included in a Developer’s Phase 1A Payment Request pursuant to Section 9.1.2.1 that Authority (i) did not approve per Section 9.1.2.4, (ii) contested pursuant to Section 9.1.4.3 to the extent the Developer or Authority are unable to agree or settle such dispute within the time period set forth in Section 9.1.4.3(a) or (iii) did not pay within the time set forth in Section 9.1.3, or (b) disputes regarding the Final Accounting or the Authority’s Phase 1A Final Review pursuant to Section 9.1.6 and 9.1.6.1. 26.12.1.2. Disputes over the amount of any reduction in the costs payable to Developer as a result of Authority’s correction, removal or replacement of Defective Work pursuant to Section 12.2.1 or Section 12.2.2. 26.12.1.3. (a) Disputes over amounts that Developer included in a Convention Center Payment Request pursuant to Section 9.2.1 that Authority (a) did not approve per Section 9.2.2.3, (b) contested pursuant to Section 9.2.4.2 to the extent the Developer or Authority are unable to agree or settle such dispute within the time period set forth in Section 9.2.4.2(a) or (c) did not pay within the time set forth in Section 9.2.3 or (b) disputes regarding the Final Accounting or the Authority’s Convention Center Final Review pursuant to Section 9.2.6 and 9.2.6.1. 26.12.1.4. Disputes over any amounts that Authority has paid to Developer that Authority alleges were not properly paid to Developer, except that this Section does not preclude Authority or any other Public Entity from bringing an action in court under the False Claims Act, or for fraud, or for similar actions. 26.12.1.5. Disputes pursuant to Section 26.12.4 as to whether a Demand is subject to arbitration. Page 335 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 97 4825-3218-1203/024036-0079 26.12.2. Notice. Developer and Authority shall endeavor to reasonably inform the other Party of any Specified Disputes that they respectively believe may be the subject of formal dispute resolution proceedings. 26.12.3. Initiation of Dispute Resolution. Developer or Authority may initiate the dispute resolution process by providing notice and making a written demand to the other Party to initiate formal dispute resolution (“Demand”). The Demand shall include documentation supporting the claimed right to payment, or if the documentation has already been provided, a specific reference to the documents and their location. Upon the filing of a Demand, Developer and Authority shall engage in good faith in executive-level negotiations to attempt to resolve the Specified Dispute. Negotiation shall commence within (a) with respect to disputes under Sections 26.12.1.1(b) or 26.12.1.3(b), five (5) Business Days from Developer’s or Authority’s Demand, and (b) otherwise three (3) Business Days from Developer’s or Authority’s Demand. Developer and Authority may mutually agree to mediation of the Demand in lieu of or in addition to negotiation of a Specified Dispute. The reasonable costs of mediation will be shared evenly between Developer and Authority. 26.12.4. Binding Arbitration. Specified Disputes that remain unresolved within six 6) Business Days after the Demand (the “Negotiation Deadline”) shall be submitted to binding arbitration. The arbitration shall be inclusive of all Specified Disputes that have been initiated pursuant to Section 26.12.3 at the time Developer or Authority initiates arbitration, unless the Developer and Authority stipulate otherwise. The complaint in arbitration shall identify all Specified Disputes that are part of the arbitration as well as the amount in controversy. To the extent that the Developer and Authority do not agree in good faith whether a Demand is a Specified Dispute subject to arbitration, the question of whether a Demand is subject to arbitration shall be resolved by the arbitrator. Developer or Authority shall initiate arbitration of a Demand no later than six (6) months after the Cutoff Date. 26.12.5. Selection of Arbitrator. The Parties have approved each of the arbitrators the “Approved Arbitrators”) listed on Exhibit N-1 (the “Approved Arbitrator List”). After the Negotiation Deadline, Developer or Authority may contact the Approved Arbitrator that is highest on the Approved Arbitrator List to determine whether he/she is available to serve as the arbitrator. If such Approved Arbitrator responds that he/she is unavailable or does not indicate that he/she is available to serve as the arbitrator within three (3) Business Days after the date on which contacted, then such Approved Arbitrator shall be deemed unavailable. Developer or Authority may then contact the Approved Arbitrator that is next on the Approved Arbitrator List, and such process shall continue on an iterative basis until an Approved Arbitrator has confirmed their availability or until all of Approved Arbitrators on the Approved Arbitrator List are deemed unavailable. If none of the Approved Arbitrators is available, then Developer and Authority shall, within two (2) Business Days after Developer or Authority determines that none of the Approved Arbitrators is available, exchange a list of five preferred arbitrators, each of whom must be experienced in construction law and resolving construction claims, and each of whom shall be a retired judge or an attorney, located in Southern California. The Developer and Authority shall mutually agree on an arbitrator. In the event that an agreement cannot be reached within two (2) Business Days after receipt of such lists, each side shall strike one of the other parties’ arbitrators until only four names remain. Any of the remaining four who are unable to take on the Specified Dispute shall be stricken. If an agreement still cannot be reached, the arbitrator shall be selected by lot from the remaining names. 26.12.6. Selection of Arbitration Rules. The arbitration shall proceed in accordance with the JAMS Expedited Construction Arbitration Rules (the “JAMS Rules”). The JAMS Rules Page 336 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 98 4825-3218-1203/024036-0079 shall apply except to the extent inconsistent with this Section 26.12, and even though the amount of the dispute may be greater than $100,000. Any arbitration pursuant to this Section 26.12 shall be completed (whether by settlement or the issuance of an award by the arbitrator) within twenty (20) Business Days after the arbitrator is selected. 26.12.7. Arbitrator’s Jurisdiction. The arbitrator’s jurisdiction shall be limited to determining whether a Demand is subject to arbitration as well as the amount due from one Party to other under this Agreement and ordering the payment of such amounts due from one Party to the other Party by a date certain. 26.12.7.1. For a Specified Dispute arising from a Demand involving a Developer’s Phase 1A Payment Request, the arbitrator shall only have jurisdiction to determine whether any amount is owed to Developer in accordance with this Agreement and to order payment to Developer of the amount owed. 26.12.7.2. For a Specified Dispute arising from a Demand involving Defective Work, the arbitrator shall only have jurisdiction to determine the amount of the reduction, if any, in costs payable to Developer and to order payment to allocate such costs. 26.12.7.3. For a Specified Dispute arising from a Demand involving a Convention Center Payment Request, (a) the arbitrator shall only have jurisdiction to determine whether any amount is owed to Developer in accordance with this Agreement and to order payment to Developer of the amount owed, and (b) the arbitrator shall have no power to order the Authority or any other Public Entity to pay any amount to Developer in excess of the sum of the Project Public Investment Amount (not paid to Developer pursuant to this Agreement (other than default interest in accordance with this Agreement)) and the proceeds of Advance Rent (to the extent received by any Public Entity and not paid to Developer pursuant to this Agreement), to order any adjustment to the Project Public Investment Amount, or to order any payment of the Project Public Investment Amount before it is due and payable under this Agreement. 26.12.7.4. For a Specified Dispute arising from a Demand involving an overpayment by Authority, the arbitrator shall only have jurisdiction to determine whether any amount is owed to Authority in accordance with this Agreement and to order payment to Authority of the amount owed. 26.12.7.5. For all Specified Disputes, the costs necessary to retain and commence arbitration shall be shared evenly between Developer and Authority, but the arbitrator may order the non-prevailing party to pay the reasonable attorney’s fees and costs of the prevailing party as part of an award. 26.12.7.6. For all Specified Disputes, the arbitrator shall have no authority or power to do any of the following: (i) award payment of any amount that is not consistent with this Agreement or expressly authorized within the terms of this Agreement; (ii) award any consequential, incidental or punitive damages or any amounts relating to lost profits, lost business opportunity or similar damages; (iii) commit errors of law; (iv) decide any matter related to this Agreement that is not specifically identified as a Specified Dispute arising from a Demand; (v) except with respect to disputes under Section 26.12.1.5, order injunctive relief or (vi) order any Public Entity to perform any discretionary act. Page 337 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 99 4825-3218-1203/024036-0079 26.12.7.7. For the resolution of Demands arising under all Specified Disputes, the arbitrator shall issue a written determination containing the arbitrator’s findings and the basis of the award. 26.12.8. Judgment. Judgment on any award rendered by an arbitrator may be entered in any court having jurisdiction thereof. 26.12.9. Interpretation. This procedure for resolution of Specified Disputes shall not limit the rights of the Public Entities to initiate a claim against Developer or any other person: a) arising from latent and/or patent deficiencies in workmanship, equipment or materials; (b) arising from guarantees to repair or warranty obligations; (c) for defense and indemnity pursuant to Article XIV of this Agreement (d) under any security for Developer’s performance, including calling a bond per Article XIII of this Agreement or enforcing the Completion Guaranty per Section 5.6; or e) for any remedy under any other agreement between Developer and any of the Public Entities. 26.12.10. Resolution of Other Disputes. Any dispute, controversy or claim arising out of or relating to this Agreement or any Convention Center Lease, or the breach hereof or thereof, shall be subject to a non-binding mandatory mediation, other than (i) a Specified Dispute; (ii) any action of a Party to seek emergency, immediate, or preliminary relief; (iii) any action of a Public Entity in its governmental or regulatory capacity; or (iv) any action involving fraud, false claims or similar actions. The mediator shall be a qualified mediator mutually acceptable to the Parties involved in the dispute. The Parties have approved each of the mediators (the “Approved Mediators”) listed on Exhibit N-2 (the “Approved Mediator List”). The Port District and Developer may elect to use the Approved Mediator List for any non-binding mediation elected or required under the Ground Lease. The Parties involved in the dispute shall each pay an equal share of the cost of the mediation and each such Party shall pay its own costs and expenses, including any attorneys’ fees, related to the mediation. 26.13. 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 or under the Convention Center Subleases to which a Party hereto is a party or a third party beneficiary, including without limitation a summary action commenced by the Parties under the laws of the state of California relating to the unlawful detention of property, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit, including, without limitation, any and all costs incurred in enforcing, perfecting and executing such judgment. 26.14. Transaction Costs. To the extent Developer requests any approval, consent or other action by Port District, Authority, or the City under this Agreement, or Port District, Authority, or City, need to approve, consent, or perform another action for any of the Port District, Authority, or City, to process an approval, consent, or other action for Developer, Developer shall pay or reimburse Port District, Authority, or City, as applicable, upon written demand therefor, all of Port District’s, Authority’s, or City’s, as applicable, reasonable attorneys’ fees and other third party costs incurred by Port District, Authority, or City in connection therewith, together with Port District’s, Authority’s, and City’s, then current processing or cost recovery fee for, Port, Authority, or City similar transactions consistent with any schedule of such fees then utilized by Port District, Authority, or City. Port District, Authority, or City, as applicable, shall provide Developer with a copy of any such fee schedule following written request therefor from Developer. Such costs and fees shall be payable to Port District, Authority, or City, as applicable, whether or not Port District, Authority, or City, as applicable, grants such approval or consent, or undertakes the action requested Page 338 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 100 4825-3218-1203/024036-0079 by Developer or performed by Port District, Authority, or City, to approve, consent, or perform another action for any of the Port District, Authority, or City, to process such approval, consent, or action for Developer. Notwithstanding anything to the contrary in this Section, (i) Section 19.2 and not this Section 26.14 shall apply to any Tax Claim, (ii) Developer shall have the right to seek reimbursement of any amount paid under this Section 26.14 that qualifies as a Developer’s Phase 1A Infrastructure Improvements Costs and the Authority shall process such request in the same manner as any other payment request under Section 9.1, and (iii) Developer shall have no obligation to pay Port District, Authority, or City for any cost that the Port District, Authority, or City has expressly agreed to pay in this Agreement or Contemporaneous Agreement. 26.15. Provisions Regarding Authority Operations. Until the earlier of (a) Full Payment or b) the earlier termination of the Sublease and this Agreement, the Authority agrees to comply with the following: 26.15.1. The Authority will not engage in any transactions or operations other than i) issuing the Authority Bonds, and (ii) engaging in the transactions described in this Agreement, the Convention Center Leases and the Indenture. 26.15.2. The Authority will neither incur nor guaranty any indebtedness other than the Authority Bonds (including additional Authority Bonds issued to refinance outstanding Authority Bonds). 26.15.3. The Authority will have a mailing address separate from the Public Entities. 26.15.4. The Authority will maintain financial books and records separate from those of any other Person. 26.16. Replacement Trustees. Until Full Payment or the earlier termination of this Agreement, Authority shall not approve or effect the replacement of the Trustee under the Authority Indenture unless the Developer first provides its written consent, which consent shall not unreasonably withheld, conditioned or delayed, and such approval shall not be required if US Bank National Association or The Bank of New York Mellon Trust Company, N.A., will be the replacement Trustee. Authority will provide Developer with written notice of any proposed replacement of the Trustee under the Authority Indenture promptly after Authority learns of such proposed replacement. 26.17. Effect of Section 365(h)(1) Election. If Port District becomes a debtor in a Bankruptcy Case and rejects the Site Lease under Section 365 of the Bankruptcy Code, then the Authority shall exercise its right under Section 365(h)(1) of the Bankruptcy Code to remain in possession of the Site under and as defined in the Site Lease. If the Authority becomes a debtor in a Bankruptcy Case and rejects the Facility Lease under Section 365 of the Bankruptcy Code, then the Port or the City, as then applicable, shall exercise its right under Section 365(h)(1) of the Bankruptcy Code to remain in possession of the Site and the Improvements, in each case under and as defined in the Facility Lease. 26.18. Financial Information Regarding Continuous Operations. To assist Developer in making any determination described in 6.1(c)of the Sublease, the Authority, the other Public Entities and the Financing District shall deliver to Developer, within fifteen (15) Business Days after Developer’s reasonable request therefor, (i) a written and reasonably detailed forecast of the sources Page 339 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 101 4825-3218-1203/024036-0079 and amounts of Revenues (as defined in the Indenture) that will accrue during the next twelve (12) month period, (ii) a description of all funds and accounts established pursuant to the Indenture including the amounts deposited therein) and (iii) such other financial information as Developer shall reasonably request regarding revenues held, paid or to be paid by any Public Entity or the Financing District to the Authority or the Trustee pursuant to the terms of this Agreement, the Convention Center Leases and the Indenture, as applicable. If the Public Entities or Financing District do not provide information reasonably requested by Developer within such fifteen (15) Business Day period, the Developer will provide written notice to the Public Entity or Financing District, as applicable, describing the information that was not provided and the applicable Public Entity or Financing District shall provide such information to Developer within five (5) Business Days from the date such notice was received (or, with respect to information reasonably requested by Developer under clause (iii) in the immediately preceding sentence, such additional time as may reasonably be required by the Public Entities or Financing District to compile and provide such information). 26.19. 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. 26.20. 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. Neither the Facility Lease nor the Site Lease shall be terminated or rescinded, or amended or otherwise modified in any manner that could reasonably be expected to have an adverse effect on Developer or any Permitted Lender, without Developer’s prior written consent and the consent of each Senior Permitted Lender. Each of the Developer, the Senior Permitted Mortgage Lender, and the Senior Permitted Mezzanine Lender (each an “Amendment Consent Party”) shall not withhold its consent to any amendment of the Facility Lease or the Site Lease that (a) is necessary to refinance bonds that have been issued by the Authority and (b) could not reasonably be expected to have an adverse effect on Developer or any Permitted Lender (such an amendment, a “Proposed Amendment”). If the Authority desires that the Amendment Consent Parties consent to a Proposed Amendment, then the Authority shall provide written notice to each Amendment Consent Party that attaches the final draft of such Proposed Amendment to such notice, requests that such Amendment Consent Party consent to such Proposed Amendment within ten (10) Business Days after such Amendment Consent Party receives such notice and states in 14 point type UNDER SECTION 26.20 OF THE PROJECT IMPLEMENTATION AGREEMENT DATED MAY 26, 2022, FAILURE TO RESPOND TO THIS NOTICE WITHIN 10 BUSINESS DAYS MAY RESULT IN DEEMED CONSENT.” If any Amendment Consent Party does not respond in writing to such written notice within ten (10) Business Days after such Amendment Consent Party receives such notice, either (i) consenting to the Proposed Amendment or (ii) briefly describing the nature of the adverse effect that the Developer or Senior Permitted Lender anticipates that the Proposed Amendment reasonably could be expected to have on the Developer or a Permitted Lender provided that the content of such brief descriptions shall not impair any Amendment Consent Party’s right to withhold its consent under this Section), then the Authority may provide a second written notice to such Amendment Consent Party stating in 14 point type that “[SUCH AMENDMENT CONSENT PARTY] HAS FAILED TO RESPOND TO A REQUEST FOR CONSENT TO AN AMENDMENT OF THE FACILITY LEASE OR THE SITE LEASE UNDER SECTION 26.20 OF THE PROJECT IMPLEMENTATION AGREEMENT DATED MAY 26, 2022, WITHIN TEN (10) BUSINESS DAYS, AND SUCH CONSENT WILL BE DEEMED GIVEN UNDER SECTION 26.20 OF THE PROJECT IMPLEMENTATION AGREEMENT Page 340 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 102 4825-3218-1203/024036-0079 DATED MAY 26, 2022, UNLESS [SUCH AMENDMENT CONSENT PARTY] RESPONDS TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS” and to which second notice will be attached a copy of the first notice, including a copy of the Proposed Amendment. If such Amendment Consent Party fails to object to such Proposed Amendment by written notice to the Authority as described above within five (5) Business Days after receiving such additional notice, then such Amendment Consent Party shall be deemed to have approved the Proposed Amendment. 26.21. Counterparts; Electronic Signatures. 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. The words “execution”, “execute”, “signed”, signature”, and words of like import in or related to any document signed or to be signed in connection with this Agreement and the transaction contemplated hereby shall be deemed to include electronic signatures, contract formations on electronic platforms approved by the Parties, or the keeping of such electronic signatures and electronic contracts in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 26.22. 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 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 implication, 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 Port District, BPC, City, or the City Council, may be given or withheld in Port District’s, BPC’s, City’s, or the City Council’s, sole and absolute discretion. 26.23. Administrative Claims. No suit or arbitration (other than arbitration pursuant to Section 26.12) shall be brought arising out of this Agreement against the Authority or the Port District unless a claim has first been presented in writing and filed with the Authority or the Port District, as applicable, and acted upon by the Authority or the Port District, as applicable, in accordance with the procedures set forth in Section 910, et seq., of the California Government Code, 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 Authority or the Port District, as applicable, in the implementation of same. No suit or arbitration (other than arbitration pursuant to Section 26.12) shall be brought arising out of this Agreement against the City unless a claim has first been presented in writing and filed with the City and acted upon by the 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. For the avoidance of doubt, this Section 26.22 shall not apply to prevent or delay the initiation of mediation or arbitration as permitted by Section 26.12. 26.24. Non-liability of Public Entity Officials and Employees. No officer, director, member, official, employee, consultant, or member of the governing board of any Public Entity shall be personally liable to Developer in the event of any default or breach by such Public Entity, or for any Page 341 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 103 4825-3218-1203/024036-0079 amount which may become due to Developer, or on any obligations under the terms of this Agreement. 26.25. Authority Executive Director; Authority Approvals and Actions. Authority shall maintain authority of this Agreement and the authority to implement this Agreement on behalf of Authority through Authority’s Executive Director (or his/her duly authorized representative). The Executive Director and his/her duly authorized representative(s) shall have the authority to make approvals, issue interpretations, waive provisions, request issuance of warrants and make payments authorized hereunder, make and execute further agreements and/or enter into amendments of this Agreement on behalf of Authority so long as such actions do not materially or substantially change or modify the uses or development permitted on the Project Site, or materially or substantially add to the costs, responsibilities, or liabilities incurred or to be incurred by Authority as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform. All material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the Authority Board. Further, the Executive Director shall maintain the right to submit to the Authority Board for consideration and action any non-material or non- substantive interpretation, waiver or amendment, if in his/her reasonable judgment he/she desires to do so. 26.26. Further Assurances. From time to time upon the request of a Party, the other Parties 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. CONTRACTOR’S LICENSE NOTICE. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS STATE LICENSE BOARD, WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN 4 YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CA 95826. End of page. Signature pages follow this page.] Page 342 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 343 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 344 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 345 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 4845-4814-1790/024036-0079 Definitions Addendum This Definitions Addendum constitutes a part of that certain Project Implementation Agreement (the “Agreement”) entered into as of the Date of Agreement by and among the City, acting on its behalf and for and on behalf the Financing District, the Port District, the Authority, and Developer and by reference to the same in the Agreement, the following definitions are incorporated into and constitute a part of the Agreement. DEFINITIONS ADDENDUM California Code of Regulations in effect as of May 4, 2010. SUBACCOUNT: Authority Indenture. ACCOUNT: pursuant to the Authority Indenture. SUBACCOUNT: Authority Indenture. ACCOUNT: pursuant to the Authority Indenture. STANDARD: Settlement Agreement) area achieve, in the aggregate, a fifty percent 50%) reduction in annual energy compared to that allowed under 2010 Title 24. ACCEPTED: or any component thereof, acceptance of the Developer’s Phase 1A Infrastructure Improvements or such component by the City and the Port District, as applicable, which shall occur pursuant to Section 10.1 of the Agreement. With respect to the Convention Center, acceptance of the Convention Center by the Authority, which shall occur pursuant to Section 10.2 of the Agreement and shall be evidenced by a certificate of the Authority confirming the Authority’s Acceptance of the Convention Center. With respect to Sweetwater Park, acceptance of Sweetwater Park by the Port District shall occur pursuant to Section 10.3 of the Agreement. Page 346 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 4845-4814-1790/024036-0079 regulations promulgated thereunder, as the same may be amended from time to time. SAVINGS MEASURES: 50% Energy Standard. Such Additional Energy Savings Measures may include, without limitation, Developer’s participation in renewable or time of use” identified in Section 15.2 of the Settlement Agreement. INSURANCE: provides adequate protection for the Site and Improvements (other than Existing Improvement operation or occupancy of the Site and Improvements (other than the Existing Improvements) by Developer Parties and Hotel Operator. AGENT: administrative agent for the Purchasers under and as defined in the Bond Purchase Agreement. AGENT EMAIL ADDRESS: james.g.millard@jpmchase.com shawn.laljit@jpmchase.com substituted by Administrative Agent from time to time by written notice to Developer and Authority. to the extent the right to such payment has been assigned by the City to the Authority under the Facility Lease. with, such Person. City, the Financing District, the Port District and the Developer. The term “Agreement” properly approved and executed pursuant to the terms of the Agreement. Page 347 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 4845-4814-1790/024036-0079 Improvements following the Completion of the Convention Center, including the addition, installation or removal of any fixtures (other replacement or refreshing of any furniture, trade fixtures or equipment. ASSISTANCE COSTS: provide to assistance. AGREEMENTS: AND SPECIFICATIONS: means the drawings and specifications for the Developer’s Phase 1A Infrastructure Improvements attached as Exhibit X- otherwise modified from time to time in accordance with Section 2.1.6 of the Agreement; and (b) with respect to the Remaining Phase 1A Infrastructure Improvements means the drawings and specifications for the Remaining Phase 1A Infrastructure Improvements Exhibit X-2, as revised by the Port District from time to time before Developer exercises a Sweetwater Park Option. to be unreasonably withheld, conditioned or delayed). CERTIFICATE: attached as Exhibit 1 to the Developer Phase 1A Payment Request or the Convention Center Payment Request, as applicable. transfer of all or any portion of Developer’s interest in the Sublease created thereby, the Site or the Improvements, whether by operation of law or otherwise, but, for the avoidance of doubt, excluding any Sub- sublease (as defined in the Sublease). PARTICIPATION FEE: PROCEEDS: Page 348 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 4845-4814-1790/024036-0079 incurred or to be incurred by Port District in providing such assistance. Authority. adopted by the Authority Board on July 25, 2019. counsel to the Authority. ADDRESSES: addresses as shall be provided or substituted by Authority from time to time by written notice to Developer. payments@cvbayfront.org – to be used for payment requests construction@cvbayfront.org – to be used for change orders, requests for information, and other communications relating to issues arising in the field notices@cvbayfront.org – to be used for legal notices required by the Agreements DEFAULT: REVENUES ACCOUNT Revenue Fund and maintained by the Trustee pursuant to the Authority Indenture. INDENTURE: between the Authority and Wilmington Trust, National Association, as trustee. Board and assigns of the Authority, City employees an District employees and agents, in each case, when acting only in the capacity of an Authority Party. Page 349 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 4845-4814-1790/024036-0079 PROCUREMENT POLICY: Policy for Developer-Performed Public Works” Authority Board by the adoption of Authority Resolution 2020-002. RESOLUTION 2020-002: 2020-007. FUND: BONDS: 2022A (Federally Taxable) issued to finance a portion of the Project Costs. EXEMPT BONDS: Revenue Bonds (Phase 1A Infrastructure Improvements) Series 2022B Tax-Exempt) issued to finance a portion of the Developer’s Phase 1A Infra Phase 1A Infrastructure Improvements. CONVENTION CENTER FINAL REVIEW: PHASE 1A FINAL REVIEW: amended, and any successor statute. or any other Person liable for Developer’ including without limitation any member or manager of Developer) 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; (b) filing by such Person of a 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 composition of creditors. Page 350 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 4845-4814-1790/024036-0079 INFRASTRUCTURE IMPROVEMENTS ACCOUNT: Construction Fund maintained by the Trustee pursuant to the Authority Indenture. PROGRAM: authorized by Chula Vista Municipal Code Chapter 3.54. AGREEMENT: as of the Date of Agreement, District, the City and the Administrative Agent. County, California are open for ordinary banking business. BUILDING CODE: Municipal Code), as amended, and any successor statute. STANDARD SPECIAL PROVISIONS Vista Standard Special Provisions. Unless specifically provided otherwise, whenever the Agreement requires an action or approval by City, that action or approval shall be performed by the City representative designated by the Agreement. set forth in Schedule 1 of the Authority Bylaws. Page 351 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 4845-4814-1790/024036-0079 assigns of the City, in each case, when acting only in the capacity of a City Party. DATE: COMPLETION: temporary certificate of occupancy for the Convention Center from the City, b) with respect to the Developer’s Phase Improvements, means that the Developer’s Phase Improvements Contract Documents (excluding, for the avoidance of doubt, punch list items) so that the Developer’s Phase 1A Infrastructure Improvements can be utilized for their intended use, c) with respect to the Remaining Phase Improvements, means that the Remaining Phase Improvements Contract Documents (excluding, for the avoidance of doubt, punch list items) so that the Remaining Phase 1A Infrastructure Improvements can be utilized for their intended use; and d) with respect to the Resort Hotel, as defined in the Ground Lease. GUARANTOR(S): GUARANTY: CONDEMNED: SITE: CHARGES: Page 352 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 4845-4814-1790/024036-0079 PERIOD: Project is Complete. REQUIREMENTS: Improvements (except the Existing Improvements) and Alterations as described in Exhibit “E” attached to the Agreement. SERVICES: AGREEMENTS: Date by the Parties with respect to the Development, including, but not limited to the Agreement, the Convention Center Leases, the Ground Lease, the Completion Guaranty Easements Protection Agreements, the Hotel Operator Non-Disturbance Agreements, the Payment Direction Agreement, and the Fee Deferral Agreement. DOCUMENTS: exhibits and addenda, subcontrac addenda, and any of the following: notice inviting bids, instructions to bidders, bid (including documentation accompanying bid and any post- bid documentation submitted prior to notice of award), the bonds, the general co plans, standard plans, standard specifications and reference specifications that are incorporated into such prime contract(s subcontract(s) modifications issued after the execution of the subcontract(s), in each case, in connection with the Project or the Remaining Phase 1A Infrastructure Improvements, as applicable. CONTROLLED AND CONTROLLING: ownership of more than fifty percent (50%) of the stock, membership interests beneficial interests in such Person, or (ii) Person, whether through voting interests or by way of agreement. BUDGET: contingency reserve, broken down by line item, as amended from time to time. Page 353 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 4845-4814-1790/024036-0079 CONTESTED CHARGES: CONTRACT SUM: Convention Center Development Fee, plus (iii) Convention Center Overhead Amount. COSTS: respect to the development, design, construction, maintenance and permitting of the Convention Center; provided, that Convention Center Costs shall not include Non-Project Costs. FINAL AMOUNT: LEASES: PAYMENT REQUEST: Exhibit K-2. PLANS: accordance with Section 5.1 of the Agreement. DEVELOPER’S PHASE 1A SUBACCOUNT: within the 2022B Construction Account and maintained by the Trustee pursuant to the Authority Indenture. BAYFRONT IMPROVEMENTS ACCOUNT: within the Construction Fund and maintained by the Trustee pursuant to the Authority Indenture. AGREEMENT: County Funding Agreement. RELEASE DATE: with respect to Developer’s Phase Costs have been finally resolved; and (iii) the date on which all amounts that are owing to Developer in respect of the Developer’s Phase 1A Infrastructure Improvements Costs have been paid to Developer. Page 354 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 4845-4814-1790/024036-0079 PARK FUNDS: Improvements, two (2) years from the date of Completion, and with respect to the Convention Center, two (2) years Completion. Vista Bayfront Development Policies (District Clerk No. 59407); iii) Chula Vista Bayfront Master Plan Natural Resources Management Plan (District Clerk No. 65065), approved by the BPC on May 10, 2016, by Resolution No. 2016-79, and the City Council on June 14, 2016, by Resolution No. 2016-119; (iv) Chula Vista Bayfront Master Plan Public Access Program (District Clerk No. 59408); (v) Chula Vista Bayfront Design Guidelines (District Clerk No. 67959); vi) Integrated Planning Vision (District Clerk No. 63989); (vii) Chula Vista Bayfront Master Plan & Port Master Plan Amendment (District Clerk Nos. 59406); (viii) Mitigation Monitoring and Reporting No. 56555) and (ix) Center and the Parking Improvements. INFRASTRUCTURE IMPROVEMENTS COSTS: in the CVBMP, which may include but is not limited Developer’s Phase Infrastructure Improvements. Office of the District Clerk as Document No. 74083. RECIPROCAL EASEMENTS: Commencement Date, by and among the Port District, the Authority, the City and the Developer. rate cited in the Federal Reserv District and Developer shall reasonably agree upon if such rate ceases to be published), plus four (4) percentage points, and (ii) the highest rate permitted by applicable Law. Page 355 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 4845-4814-1790/024036-0079 the Contract Documents. CONSTRUCTION STANDARDS: City for Drawings and Specifications are approved by the City for purposes of the bids and which is available in the City’s Department of Engineering and Capital Projects, acting on behalf of the Authority, City’s website. INVESTMENT: DEVELOPER MEMBERS: concessionaires, Affiliates and successors and assigns of Developer, and Subtenants, and the agents, employees, representatives, each of such Subtenants, in each case, when acting only in the capacity of a Developer Party. 1A CONTESTED CHARGES: PHASE 1A CONTRACT SUM: Costs, plus (ii) Developer’s Phase 1A Project Administration Fee, plus iii) the Stipulated Developer’s Phase 1A Infrastructure Improvements under the Sewer Agreement or credited to Developer under the BFDIF Program are excluded from the Developer’s Phase 1A Contract Sum. PHASE 1A FINAL AMOUNT 1A INFRASTRUCTURE IMPROVEMENTS: Page 356 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 4845-4814-1790/024036-0079 1A INFRASTRUCTURE IMPROVEMENTS BUDGET: Improvements Costs, including a contingency reserve, broken down by line item, as amended or otherwise modified from time to time. 1A INFRASTRUCTURE IMPROVEMENTS COSTS: with respect to the development, design, construction, maintenance and permitting of Developer’s Phase 1A Infrastructure Improvements and b) the Early Work Costs; provided, that Developer’s Phase 1A Infrastructure Improvements Costs shall include neither Non-Project Costs nor Excluded Costs. 1A INFRASTRUCTURE IMPROVEMENTS SITE: for purposes of pre-construction services and construction. 1A PAYMENT REQUEST: Exhibit K-1. PHASE 1A PROJECT ADMINISTRATION FEE: the Resort Hotel, the Convention Center and Developer’s Phase 1A Infrastructure Improvements. ENTITLEMENT: PROJECT: PAYMENT / DSP: AGREEMENT: Agreement). Page 357 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 4845-4814-1790/024036-0079 and Port Master Plan Amendment Final Report,” (UPD# #83356-EIR- 56562), including, but not limited to, the “Mitigation Monitoring and Reporting Program” Environmental Impact Report, Resolution No. 2010-79, adopted by the BPC on May 18, 2010. CLEANUP: with all Environmental Laws and in a manner and to the satisfaction of applicable regulatory authority. LAWS: Hazardous Materials or otherwise relate to public health and safety or the protection of the environment. ENFORCEMENT ACTION: CONVENTION CENTER COSTS: construction of the Convention Center, as shown in Section 4.2.1. architectural work, and engineering work for the Developer’s Phase 1A reimbursed by the City pursuant to the Reimbursement Agreement and b) costs incurred by the Developer in connection with the construction of specified sewer improvements included in the Developer’s Phase 1A reimbursed, or is eligible to be reimbursed, by the City pursuant to the Sewer Agreement. Page 358 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 4845-4814-1790/024036-0079 LIEN WAIVERS: are or would be from any contractor, mechanic, subcontractor, materialman or other Person if: (a) if the expected aggregate amount to be paid to such Person in connection with the Project is less than 200,000 individually; (b) security that is reasonably satisfactory to the Authority with respect to c) because of the nature of work, services, materials or supplies to be provided by such Person in connection with the Project, such Person is not, under California law, entitled to record a mechanics lien or deliver a stop payment notice in connection with the Project. Executive Director, or his or her designees, may delegate the authority granted in Authority Resolution 2020-002 to two or more members of the staff of the Authority, provided that such delegation is made to a contingent comprised of an equal number of City and Port District staff Director or his or her designees, shall provide notice of such delegation to the Parties hereto pursuant to Section 26.1 hereto. IMPROVEMENTS: located upon the land (and water, if applicable) that are in existence and located on, in, over or under the Site as of the Commencement Date, whether constructed by Port District party. COVERAGE: Page 359 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 4845-4814-1790/024036-0079 INDIVIDUAL: the Expedited Review Individual indivi approvals and denials under this Agreement including any Deputy City Manager, and (b) when the Public Entity pr Review Authority shall be the Port District Executive Director, or an individual expressly authorized by the Port District Executive Director to provide approvals and denials under this Agreement, who shall be a senior person with knowledge and authority with respect to the Project, including the Vice President of Business Operations. The Expedited Review Individual for all matters relating to stormwater regulation compliance shall be a representative of the Port District. The Expedited Review Individual Improvements (except stormwater regulations) construction of the Convention Center shall be a representative of the City. PROCESS: described in Section 2.1.6.1 of the Agreement. CONSTRUCTION PERIOD DEADLINE: amended from time to time. ADVANCE RENT NOTICE: AGREEMENT: Capacity Fees [Bayfront Resort and Convention Center] dated as of the Date of Agreement, by and between the City and the Developer. Improvements, with Section 9.1.6, and (b) with respect to the Convention Center the final accounting of costs prepared in accordance with Section 9.2.6. Page 360 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 16 4845-4814-1790/024036-0079 TRANSACTION: COMPLETION NOTICE: PARK END DATE: PARK OPTION: EVENT: NOTICE: PARTY: RESPONSE: PURCHASER: satisfied: (a) confirmed in writing to Developer that the Completion Guaranty has terminated and (b) Developer shall have confirmed Authority that Developer has received payment of (i) the Project Public Investment Amount, (ii) the Developer’s Phase 1A Contract Sum, and iii) and all interest due to Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) of the Agreement occurrence of “Full Payment” does not require completion of the Final Accounting with respect to the Convention Center or the Developer’s Phase 1A Infrastructure Improvements. General Contractor for the Developer’s Phase Improvements and the construction contract between the Developer and the General Contractor for the Convention Center. CONTRACTOR: Developer to perform the work or provide supplies for the Developer’s Phase 1A Infrastructure Improvements and/or the Convention Center. Page 361 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 17 4845-4814-1790/024036-0079 AUTHORITY: quasi- claiming jurisdiction over the Site (or any activity the Sublease allows), including without limitation, the Port and the City, United States federal government, the State and County governments and their subdivisions governmental authorities, and subdivisions thereof. Construction. PROPERTY: MAXIMUM PRICE: MATERIAL: and petroleum products, which is a “Hazardous Material” or Hazardous Substance” including, but not limited to, hazardous substances as defined by Cal. Health & Safety Code § contamination or pollution as defined by Cal. Water Code § 13050), subst waste, that is regulated by, or may form the basis of liability under, any Environmental Laws. MATERIALS ACTIVITY: hazardous substance as a component by any Developer Party. holidays. If the holiday should fall on a Sunday, then the Sunday and the following Monday are both legal holidays): Page 362 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 18 4845-4814-1790/024036-0079 New Year’s Day January 1 Martin Luther King, Jr. Day Third Monday in January Caesar Chavez Day March 31 Independence Day July 4 Labor Day First Monday in September Veteran’s Day November 11 Thanksgiving Day Fourth Thursday in November Thanksgiving Day Friday Friday after Thanksgiving Christmas Day December 25 AGREEMENT: the Parking Improvements between Developer and the Hotel Operator. Ground Lease. DISTURBANCE AGREEMENTS: Delaware corporation, dated as of the Date of Agreement certain Convention Center Agreement, by and among the Developer, Inc., a Delaware corporation, dated as of the Date of Agreement. utilities and other underground improvements) now or hereafter located on, in, over or under the Site. FEE PAYMENT: MAJEURE NOTICE: IMPROVEMENTS: developed by Developer and described by the Convention Center Plans referred to in Exhibit F to the Agreement. CONDEMNATION PROCEEDS FUND: Page 363 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 19 4845-4814-1790/024036-0079 Phase 1A Infrastructure Improvements, the Convention Center, or any activity under the Agreement, (ii) iii) Authority: present and future state of California, federal and local laws, executive orders, including, without limitation, the ADA, and any law respect thereto, including without lim relating to Hazardous Materials, environmental matters (including, but Compensation and Liability Act (“CERCLA” Conservation and Recovery Act (“RCRA”), the Cl Clean Water Act, Oil Pollution Act, the Toxic Substances Control Act Coastal Act, CEQA, the Public Trust Doctrine, public health and safety matters and landmarks protection, as any of the same now exist or may hereafter be adopted or amended. Said Laws shall include, but are not limited to, the Laws enacted by the San Diego Unified Port District Act, such as Article PMP; the policies of the BPC; the Chula Vista Municipal Code and any applicable ordinances of the City, including the building code thereof, and any permits and approvals by any Governmental Authority and the Port District, including, without limitation, any Calif Park or the use or development thereof. Lease. terms of the Loan Agreement. entered into by the Financing District and the Authority, as amended from time to time. Affiliates. EXACERBATION: remediation action required. CONVENTION CENTER AMOUNT: Advance Rent paid or deemed to be paid, plus Developer pursuant to Sections 9.2.3 and 9.2.4.2(b) of the Agreement. Page 364 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 20 4845-4814-1790/024036-0079 PERIOD: PROTECTION AGREEMENTS: Estoppel Certificate (Ground Lease), by and among the Developer, the corporation, and Marriott International, Inc., a Delaware corporation, dated as of the Date of Agreement, that certain Mezzanine Protection Delaware corporation, and Marriott Inter corporation, dated as of the Date of Agreement District, the City, the Authority, Marriott International, Inc., a Delaware corporation, dated as of the Date of Agreement. EFFICIENCY DESIGN STANDARD: standards: (i) fifteen percent (15%) less than the amount of energy that each building would otherwise be permitted t Title 24; or (ii) the minimum energy efficiency performance standard submitted for each building. of M.A. Mortenson Company and McCarthy Building Companies, Inc. PROTECTION AGREEMENT: Certificate (Ground Lease), by and among the Developer, Port District and Wells Fargo Bank, National Association, as administrative agent, dated as of the Date of Agreement, that certain Mortgagee Protection administrative agent, dated as of the Date of Agreement Project Implementation Agreement), by and among the Developer, the Port District, the City, the Authority, the Financing District, and Wells Fargo Bank, National Association, as administrative agent, dated as of the Date of Agreement. Page 365 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 21 4845-4814-1790/024036-0079 the Agreement (except for a breach of the Port District’s obligations that are set forth in Section 2.3, which is governed by Section 21.3), a breach by City under the Sublease, a breach by the City or the Authority under the Site Lease, or a brea Lease. DEADLINE: District, the Port District, and the Administrative Agent, dated as of the Date of Agreement, relating to the Agreement. payment as part of the Project Costs under this Agreement: (i) salaries and other compensation of the Developer’s personnel; (ii) bonuses, payments, paid to General Contractor or any Subcontractor or vendor, unless the Authority has provided prior approval; (iii) general expenses; (iv) Developer’s cost of capital, including interest on the Developer’s capital employed for the Project (provided, that for the avoidance of doubt, this clause (iv) shall not restrict payment of interest to the Developer at the Specified Default Rate as and when required by the Agreement); (v) misconduct by, the Developer, its General Cont Subcontractors, suppliers, equipment providers, employees, or agents and (vi) any costs incurred by Developer, the General Contractor, Subcontractors or their respective agents to remedy Defective Work, unless the Contract Documents require the Developer to reimburse for such costs (except to the extent such costs have been recovered from an alternate source e.g. insurance or bond)). COMPLETION: practices of the City as adopted by the Authority. Page 366 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 22 4845-4814-1790/024036-0079 CONSTRUCTION COMPLETION DATE: Commencement Date, as such date may be extended by one day for each day that (x) a Force Majeure Event delays (i) Completion of the Project pursuant to the terms of the Agreement or (ii) Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Developer exercises a Sweetwater Park Option) or (y) a Municipal Breach delays Completion of the Project pursuant to the terms of the Agreement, (b) the Sufficient Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Developer does not exercise a Sweetwater Park Option) only if Developer has already Completed t and Developer’s Phase 1A Infrastructure Improvements, or (c) the Completion Date (as defined in the Ground Lease) as such date may be extended by one day for each day that a Force Majeure Event or Municipal Breach (as defined in the Ground Lease) delays Completion as defined in the Ground Lease) of the Resort Hotel and/or the Parking Improvements. LEASES: CONSTRUCTION COMMENCEMENT DATE: CONSTRUCTION COMPLETION DATE: Commencement Date, as such date may be extended by one day for each day that (x) a Force Majeure Event delays (i) Completion of the Project pursuant to the terms of the Agreement or (ii) Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Developer exercises a Sweetwater Park Option) or (y) a Municipal Breach delays Completion of the Project pursuant to the terms of the Agreement, (b) the Sufficient Completion of the Remaining Phase 1A Infrastructure Improvements pursuant to the terms of the Agreement (if Developer does not exercise a Sweetwater Park Option) only if Developer has already Completed and Developer’s Phase 1A Infrastructure Improvements, (c) Section 9.3 of the Sublease, the New Outside Completion Date (as such date is defined in the Ground Lease), if any, extended by one day for each day that a Force Majeure Event or Municipal Breach (each as defined in the Sublease) delays Completion as defined in the Sublease) of the Project, (d) Page 367 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 23 4845-4814-1790/024036-0079 each as defined in the Ground Lease) delays Completion (as defined Improvements, or (e) if a Foreclosure Purchaser acquires the leasehold interest under Section 10.3.2 of the Ground Lease, the New Outside Completion Date (as defined in the Ground Lease), if any, as such date may be extended by one day for each day that a Force Majeure Event or Municipal Breach (each Completion (as defined in the Ground Lease) of the Resort Hotel and/or the Parking Improvements. IMPROVEMENTS: on which Developer submits a Developer’s Phase 1A Payment Request or a Construction Costs Payment Request to the Authority; provided, that if the Executive Director accordance with Section applicable, within ten (10) Business Days after Developer submits such Payment Request, then the Payment Date shall be the later of (a) fifteen 15) Business Days following the date the applicable Payment Request was delivered to the Authority or (b) ten (10) Business Days following the date the Developer submitted such additional documentation. AGREEMENT: by and among the Developer, the City, and the Authority. ENCUMBRANCE: ENCUMBRANCE: MEZZANINE LENDER: Section agreement or similar instrument or agreement that creates any security interest in the Mezzanine Interests securing Developer’s payment and b) from and after the date that is the later of (i) the date when the Resort Hotel is Complete and (ii) the date when the Parking Improvements are Complete, any Person that holds an interest in a loan that is secured by any security interest in the Mezzanine Interests in circumstances where a permitted syndication has occurred and such security interest is held by, and the administration of such loan is done by, an agent that is approved by Port District. Page 368 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 24 4845-4814-1790/024036-0079 LENDER: corporation, limited liability company, government agency or any other form of business entity. INFRASTRUCTURE IMPROVEMENTS: Remaining Phase 1A Infrastructure Improvements. INFRASTRUCTURE IMPROVEMENTS SUBACCOUNT: within the 2022B Construction Account and maintained by the Trustee pursuant to the Authority Indenture. DATE: DATE: California Harbors and Navigation Code APPENDIX I, Section 1 et otherwise, whenever the Agreement requires an action or approval by the Port District, that action or approval shall be performed by the Port District representative designated by the Agreement. GENERAL COUNSEL: authorized deputy set forth in Schedule 1 of the Authority Bylaws. PARTIES: employees, partners, affiliates, agents, contractors, architects, successors and assigns of Port District, in each case, when acting only in the capacity of a Port District Party. TRANSFER: Page 369 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 25 4845-4814-1790/024036-0079 MATERIALS: HAZARDOUS MATERIAL: Effective Date, whether known or unknown, or any Hazardous Material located outside the Project Site (including any premises owned by the City and/or the Port District) prior to the Effective Date that migrates to the Project Site thereafter. AGREEMENT: dated as of the Date of Agreement, as amended from time to time. PROHIBITED PERSONS: Convention Center. Infrastructure Improvements Costs. INVESTMENT AMOUNT: construction. CONTEST: EXPENSES: Project Improvements (including, without limitation, real estate taxes, possessory interest taxes, general and special taxes and assessments, leasehold taxes or taxes based upon Developer’ excluding all taxes imposed upon net income or gain). ENTITIES: Authority, the City and the Port District. CONTRIBUTION SUBACCOUNT: 2022A Construction Account and maintained by the Trustee pursuant to the Authority Indenture. DEVELOPMENT PARTY: (including any inspector retained by a Public Entity). Page 370 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 26 4845-4814-1790/024036-0079 PARTIES: Parties ESTIMATED DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS COST: Phase 1A Infrastructure Improvements, as shown in Exhibit C-3 attached to the Agreement. OBLIGATION / PDSO: AGREEMENT: PROCEDURE: Lease. in value and loss reasonable attorneys’, consultants’ and experts’ penalties and court costs related to the subject matter of the Related Costs and amounts paid in settlement of any claims or actions related to the subject matter of the Related Costs. For the avoidance of doubt, Related Costs shall not include any Tax Expenses or items expressly excluded from the definition of Tax Expenses. AGREEMENT: among the City, Redevelopment Agency of the City of Chula Vista, Port District, and Rohr, as amended by the Amendment to Relocation Agreement, dated as of November 1, 1999, the Second Amendment to Relocation Agreement, dated as of February Amendment to Relocation Agreement, dated as of September 10, 2013. INFRASTRUCTURE IMPROVEMENTS: INFRASTRUCTURE IMPROVEMENTS COSTS: respect to the development, design, construction and permitting of the Remaining Phase 1A Infrastructure Improvements. INFRASTRUCTURE IMPROVEMENTS SITE: for purposes of pre-construction services and construction. Page 371 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 27 4845-4814-1790/024036-0079 COSTS: restoration, reconstruction or redevelopment of the Convention Center or any portion thereof in connection with a casualty or condemnation event pursuant to Article V of the Sublease. Exhibit “B-1” attached hereto, with an Acceptable Brand. to the Authority Indenture. COMPLETION NOTICE: PARK END DATE: Commencement Date Outside Construction Completion Date. PARK OPTION: AGREEMENT: 2010, among the Bayfront Coalition Member Organizations identified therein, Port, the City of Chula Vista and the Redevelopment Agency of the City of Chula Vista (District Clerk No. 56523). Page 372 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 28 4845-4814-1790/024036-0079 RATE: Center and Developer’s Phase 1A Infrastructure Improvements, an annual rate equal to ten percent (10%) per annum and (b) commencing upon Completion (defined in the Ground Lease) of the Resort Hotel and Parking Improvements and Completion of the Convention Center and Developer’s Phase equal to fifteen percent (15%) per annum. PROCESSING AGREEMENT: Agreement between City and Developer dated effective June 3, 2020. SPECIFICATIONS: the Approved Drawings and Specifications, in each case, as in effect on the Plan Submission Date approved by the Developer, the City, the District and the Authority. CONVENTION CENTER OVERHEAD AMOUNT: accrue on the last day of each month beginning with the month in which month until $3,500,000 has accrued. STIPULATED DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS OVERHEAD AMOUNT: Improvements Overhead Amount will accrue on the last day of each month beginning with the month in which the Commencement Date accrued perform the work or provide supplies for the Developer’s Phase 1A applicable. RENT NOTICE: Page 373 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 29 4845-4814-1790/024036-0079 franchisee, licensee, or concessionaire under any Sub-Sublease; provided, however, that “Subtenant” shall exclude the Hotel Operator. COMPLETION / SUFFICIENTLY COMPLETE: COMPLETION DATE: 1A Infrastructure Improvemen Phase 1A Infrastructure Improvements Costs to Sufficiently Complete the Remaining Phase 1A Infrastructure Improvements (or such earlier determines tha District to Sufficiently Complete Sweetwater Park). Agreement. CONTRACTS: Park Construction Contracts. CONSTRUCTION CONTRACT: Port District is a party, as amended, restated, supplemented, modified or replaced from time to time. DESIGN CONTRACT: modified or replaced from time to time; provided, however, Sweetwater Park Design Contract” shall apply to each such design services agreement if more than one but shall exclude the Sweetwater Park Construction Contract. MATERIALS: Remaining Phase 1A Infrastructure Improvements that are reasonably necessary for the Developer to Sufficiently Complete Sweetwater Park. OPTION: Option. Page 374 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 30 4845-4814-1790/024036-0079 municipal taxes, fees, possessory interest taxes, use taxes, general and special assessments, leasehold taxe including gross receipts or sales taxes applicable to Developer’s receipt of rent, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used by Developer in connection with the connection with the Project Site and the Improvements. Tax Expenses also shall include, without limitation: i) Any tax on a Public Entity’s receipt of Rent (as defined herein or under the Ground Lease), right to Rent (as defined herein or under the Ground Lease) or other revenue from the Project Improvements other than any tax on the income of a Public Entity; ii) charge previously included within the definition of real property tax, assessments, taxes, fees, levies and charges that may be imposed by a sidewalk and roa owners or occupants. It is the intention of the Parties that all such new similar assessments, taxes, fees, levies and charges be included within the definition of Tax Expenses; and iii) assessed based upon the area of the Project Site or the Improvements or the Rent p Developer of the Project Site, the Improvements, or any portion thereof. Agencies, the direct or indirect owners of Developer, Hotel Operator or the Affiliates of Hotel Operator, whether bas income generated by Developer, the Public Agencies, Hotel Operator or otherwise. Page 375 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 31 4845-4814-1790/024036-0079 MATERIAL: Improvements during the Term by any Person or (ii) brought onto the Site, Improvements or any other property by Developer, Developer Party, or Hotel Operator or generated by any of the same. CENTER DEVELOPMENT FEE: as and when set forth on Exhibit J. Page 376 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-1-1 4825-3218-1203/024036-0079 Exhibit A-1 Legal Description of the Site THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHULA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN PORTION OF LAND CONVEYED TO THE SAN DIEGO UNIFIED PORT DISTRICT BY THAT CERTAIN ACT OF LEGISLATURE OF THE STATE OF CALIFORNIA PURSUANT TO CHAPTER 67, STATUTES OF 1962, 1ST EXTRAORDINARY SESSION, AS AMENDED AND DELINEATED ON THAT CERTAIN MISCELLANEOUS MAP NO. 564, FILED IN THE OFFICE OF THE SAN DIEGO COUNTY RECORDER ON MAY 28, 1976, FILE NO. 76-164686, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO AND THAT PORTION OF “G” STREET, AS SAID “G” STREET WAS DEDICATED AND ESTABLISHED AS AND FOR A PUBLIC STREET BY THE CITY OF CHULA VISTA COUNSEL RESOLUTION NO. 4205, DATED 4TH OF OCTOBER 1966, (SAN DIEGO UNIFIED PORT DISTRICT DOCUMENT NO. 2249, DATED 14TH OF OCTOBER 1966) AND THAT PORTION OF TIDELANDS AVENUE, SUBSEQUENTLY RENAMED MARINA PARKWAY BY THE CITY OF CHULA VISTA COUNCIL RESOLUTION NO. 12338, WAS ALSO ESTABLISHED AS AND FOR A PUBLIC STREET BY THE SAID DOCUMENTS OF CONVEYANCE, TOGETHER WITH THAT PORTION OF PROPERTY DESCRIBED IN THE FINAL ORDER OF CONDEMNATION RECORDED JUNE 26, 2018 AS INSTRUMENT NO. 2018-0259561, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT STATION NO. 107 ON THE MEAN HIGH TIDE LINE OF THE BAY OF SAN DIEGO, AS SAID MEAN HIGH TIDE LINE IS SHOWN ON MISCELLANEOUS MAP NO. 217, FILED IN THE RECORDER'S OFFICE OF THE COUNTY OF SAN DIEGO; THENCE ALONG SAID MEAN HIGH TIDE LINE SOUTH 58°27'22" EAST (RECORD SOUTH 58°28'01" EAST), 105.95 FEET TO THE INTERSECTION WITH THE RIGHT-OF-WAY OF MARINA PARKWAY, FORMERLY TIDELANDS AVENUE AS DEDICATED PER DOCUMENT RECORDED OCTOBER 10,1966 AS FILE NO. 163052 AND THE BEGINNING OF A NON TANGENT 20.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID CURVE BEARS NORTH 33°15'14" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 49° 04' 34" A DISTANCE OF 17.13 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING SOUTHERLY ALONG SAID CURVE AND RIGHT-OF- WAY OF MARINA PARKWAY THROUGH A CENTRAL ANGLE OF 22°02'58" A DISTANCE OF 7.70 FEET; THENCE CONTINUING ALONG SAID RIGHT OF WAY THE FOLLOWING THREE COURSES: 1) SOUTH 14°22'45" EAST, 269.73 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 4,740.00 FEET; 2) THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 03°32'06" A DISTANCE OF 292.44 FEET; 3) THENCE SOUTH 17°54'50" EAST, 705.69 FEET; THENCE LEAVING SAID RIGHT-OF-WAY SOUTH 72°12'12" WEST, 14.67 FEET; THENCE SOUTH 67°45'00" WEST, 64.39 FEET; THENCE SOUTH 72°12'12" WEST, 72.20 FEET; THENCE NORTH 88°19'10" WEST, 23.16 FEET; THENCE NORTH 78°16'38" WEST, 13.37 FEET; Page 377 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-1-2 4825-3218-1203/024036-0079 THENCE NORTH 74°05'34" WEST, 21.14 FEET; THENCE NORTH 79°25'36" WEST, 27.73 FEET; THENCE NORTH 87°11'55" WEST, 23.86 FEET; THENCE NORTH 03°28'36" EAST, 8.00 FEET; THENCE NORTH 87°00'15" WEST, 23.79 FEET; THENCE NORTH 88O14'32" WEST, 31.74 FEET; THENCE NORTH 89°22'43" WEST, 32.40 FEET; THENCE SOUTH 89°25'59" WEST, 24.07 FEET; THENCE SOUTH 88°15'34" WEST, 32.25 FEET; THENCE NORTH 37°33'31" WEST, 5.60 FEET; THENCE NORTH 56°17'05" WEST, 8.85 FEET; THENCE NORTH 76°31'40" WEST, 12.98 FEET; THENCE NORTH 86°10'39" WEST, 16.09 FEET; THENCE NORTH 86°35'34" WEST, 18.27 FEET; THENCE NORTH 80°35'22" WEST, 17.55 FEET; THENCE NORTH 72°42'50" WEST, 19.41 FEET; THENCE NORTH 62°34'06" WEST, 24.53 FEET; THENCE NORTH 63°24'30" WEST, 68.58 FEET; THENCE NORTH 70°4r58" WEST, 17.06 FEET; THENCE NORTH 84O56'52" WEST, 14.79 FEET; THENCE SOUTH 85°45'23" WEST, 11.10 FEET; THENCE SOUTH 74°10'06" WEST, 9.39 FEET; THENCE NORTH 17°34'06" WEST, 22.65 FEET; THENCE NORTH 72°52'32" EAST, 14.25 FEET; THENCE NORTH 17°34'06" WEST, 346.24 FEET; THENCE SOUTH 72°45'10" WEST, 45.60 FEET; THENCE NORTH 62°34'06" WEST, 33.81 FEET; THENCE NORTH 17°47'38" WEST, 193.43 FEET; THENCE SOUTH 72°26'06" WEST, 121.66 FEET; THENCE NORTH 17°34'06" WEST, 1.81 FEET; THENCE SOUTH 72°25'54" WEST, 118.07 FEET; THENCE NORTH 17°34'06" WEST, 100.27 FEET; THENCE NORTH 72°25'54" EAST, 84.95 FEET; THENCE NORTH 17°47'46" WEST, 372.75 FEET; THENCE NORTH 63°11'58" EAST, 366.02 FEET; THENCE SOUTH 26°48'02" EAST, 11.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 83.00 FEET, A RADIAL LINE TO SAID CURVE BEARS NORTH 26°48'02" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 39°43'43" A DISTANCE OF 57.55 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 77.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 12°55'41" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°46'25" A DISTANCE OF 34.64 FEET; THENCE SOUTH 17°34'06" EAST, 279.27 FEET; THENCE NORTH 72°25'54" EAST, 305.50 FEET; THENCE NORTH 17°34'06" WEST, 237.50 FEET; THENCE NORTH 72°19'26" EAST, 54.89 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM ALL DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, IN SAID LAND, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS FROM SAID LANDS, AS RESERVED BY THE STATE OF CALIFORNIA IN Page 378 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-1-3 4825-3218-1203/024036-0079 STATUTES 1962 FIRST EXTRAORDINARY SESSION, CHAPTER 67, SECTION 87; STATUTES OF 1963 REGULAR SESSION, CHAPTER 673, SECTION 40. ALSO EXCEPTING THEREFROM TO THE STATE OF CALIFORNIA, IN ALL THE LAND DESCRIBED HEREIN, ALL MINERAL AND MINERAL DEPOSITS, INCLUDING BUT NOT LIMITED TO, OIL AND GAS, OTHER GASES, INCLUDING, BUT NOT LIMITED TO NONHYDROCARBON AND GEOTHERMAL GASES, OIL SHALE, COAL, PHOSPHATE, ALUMINA, SILICA, FOSSILS OF ALL GEOLOGICAL AGES, SODIUM, GOLD, SILVER, METALS AND THEIR COMPOUNDS, ALKALI, ALKALI EARTH, SAND, CLAY, GRAVEL, SALTS AND MINERAL WATERS, URANIUM, TRONA, AND GEOTHERMAL RESOURCES, TOGETHER WITH THE RIGHT OF THE STATE OR PERSONS AUTHORIZED BY THE STATE TO PROSPECT FOR, DRILL FOR, EXTRACT, MINE AND REMOVE SUCH DEPOSITS OR RESOURCES, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF THE LANDS AS MAY BE NECESSARY THEREFORE AS RESERVED IN THAT CERTAIN GRANT DEED RECORDED DECEMBER 30, 1999 AS INSTRUMENT NO. 1999-0845740 OF OFFICIAL RECORDS. Page 379 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-2-1 4825-3218-1203/024036-0079 Exhibit A-2 Legal Description of the Ground Lease Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHULA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN PORTION OF LAND CONVEYED TO THE SAN DIEGO UNIFIED PORT DISTRICT BY THAT CERTAIN ACT OF LEGISLATURE OF THE STATE OF CALIFORNIA PURSUANT TO CHAPTER 67, STATUTES OF 1962, 1ST EXTRAORDINARY SESSION, AS AMENDED AND DELINEATED ON THAT CERTAIN MISCELLANEOUS MAP NO. 564, FILED IN THE OFFICE OF THE SAN DIEGO COUNTY RECORDER ON MAY 28, 1976, FILE NO. 76-164686, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO AND THAT PORTION OF “G” STREET, AS SAID “G” STREET WAS DEDICATED AND ESTABLISHED AS AND FOR A PUBLIC STREET BY THE CITY OF CHULA VISTA COUNSEL RESOLUTION NO. 4205, DATED 4TH OF OCTOBER 1966, (SAN DIEGO UNIFIED PORT DISTRICT DOCUMENT NO. 2249, DATED 14TH OF OCTOBER 1966) AND THAT PORTION OF TIDELANDS AVENUE, SUBSEQUENTLY RENAMED MARINA PARKWAY BY THE CITY OF CHULA VISTA COUNCIL RESOLUTION NO. 12338, WAS ALSO ESTABLISHED AS AND FOR A PUBLIC STREET BY THE SAID DOCUMENTS OF CONVEYANCE, TOGETHER WITH THAT PORTION OF PROPERTY DESCRIBED IN THE FINAL ORDER OF CONDEMNATION RECORDED JUNE 26, 2018 AS INSTRUMENT NO. 2018-0259561, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 'A' BEGINNING AT STATION NO. 107 ON THE MEAN HIGH TIDE LINE OF THE BAY OF SAN DIEGO, AS SAID MEAN HIGH TIDE LINE IS SHOWN ON MISCELLANEOUS MAP NO. 217, FILED IN THE RECORDER'S OFFICE OF THE COUNTY OF SAN DIEGO; THENCE ALONG SAID MEAN HIGH TIDE LINE SOUTH 58°27'22" EAST (RECORD SOUTH 58°28'01" EAST), 105.95 FEET TO THE INTERSECTION WITH THE RIGHT-OF-WAY OF MARINA PARKWAY, FORMERLY TIDELANDS AVENUE AS DEDICATED PER DOCUMENT RECORDED OCTOBER 10, 1966 AS FILE NO. 163052 AND THE BEGINNING OF A NON TANGENT 20.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID CURVE BEARS NORTH 33°15'14" WEST; THENCE ALONG SAID RIGHT OF WAY AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 49° 04' 33" A DISTANCE OF 17.13 FEET TO A POINT HEREINAFTER KNOWN AS POINT 'A'; THENCE CONTINUING ALONG SAID RIGHT OF WAY AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 22° 02' 58" A DISTANCE OF 7.70 FEET; THENCE CONTINUING ALONG SAID RIGHT OF WAY THE FOLLOWING THREE COURSES: 1) SOUTH 14°22'45" EAST, 269.73 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 4,740.00 FEET; 2) THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 03°32'06" A DISTANCE OF 292.44 FEET; 3) THENCE SOUTH 17°54'50" EAST, 705.69 FEET; Page 380 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-2-2 4825-3218-1203/024036-0079 THENCE LEAVING SAID RIGHT-OF-WAY SOUTH 72°12'12" WEST, 14.67 FEET; THENCE SOUTH 67°45'00" WEST, 64.39 FEET; THENCE SOUTH 72°12'12" WEST, 72.20 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 72°12'12" WEST, 76.74 FEET; THENCE SOUTH 65°55'34" WEST, 100.60 FEET; THENCE SOUTH 72°12'12" WEST, 421.30 FEET; THENCE SOUTH 68°48'31" WEST, 50.66 FEET; THENCE SOUTH 72°12'12" WEST, 353.50 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 69.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 71°44'52" A DISTANCE OF 86.40 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 94.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 53°57'04" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18°00'01" A DISTANCE OF 29.53 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 506.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 04°20'39" A DISTANCE OF 38.36 FEET; THENCE NORTH 22°23'34" WEST, 59.77 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 494.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 04°35'46" A DISTANCE OF 39.63 FEET; THENCE NORTH 17°47'48" WEST, 460.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 4,994.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02°25'18" A DISTANCE OF 211.08 FEET; THENCE NORTH 15°22'30" WEST, 136.86 FEET TO THE BEGINNING OF TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 272.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 78°34'28" A DISTANCE OF 373.02 FEET; THENCE NORTH 63°11'58" EAST, 207.99 FEET; THENCE SOUTH 17°47'46" EAST, 372.75 FEET; THENCE SOUTH 72°25'54" WEST, 84.95 FEET; THENCE SOUTH 17°34'06" EAST, 100.27 FEET; THENCE NORTH 72°25'54" EAST, 118.07 FEET; THENCE SOUTH 17°34'06" EAST, 1.81 FEET; THENCE NORTH 72°26'06" EAST, 121.66 FEET; THENCE SOUTH 17°47'38" EAST, 193.43 FEET; THENCE SOUTH 62°34'06" EAST, 33.81 FEET; THENCE NORTH 72°45'10" EAST, 45.60 FEET; THENCE SOUTH 17°34'06" EAST, 346.24 FEET; THENCE SOUTH 72°52'32" WEST, 14.25 FEET; THENCE SOUTH 17°34'06" EAST, 22.65 FEET; THENCE NORTH 74°10'06" EAST, 9.39 FEET; THENCE NORTH 85°45'23" EAST, 11.10 FEET; THENCE SOUTH 84°56'52" EAST, 14.79 FEET; THENCE SOUTH 70°41'58" EAST, 17.06 FEET; THENCE SOUTH 63°24'30" EAST, 68.58 FEET; THENCE SOUTH 62°34'06" EAST, 24.53 FEET; Page 381 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-2-3 4825-3218-1203/024036-0079 THENCE SOUTH 72°42'50" EAST, 19.41 FEET; THENCE SOUTH 80°35'22" EAST, 17.55 FEET; THENCE SOUTH 86°35'34" EAST, 18.27 FEET; THENCE SOUTH 86°10'39" EAST, 16.09 FEET; THENCE SOUTH 76°31'40" EAST, 12.98 FEET; THENCE SOUTH 56°17'05" EAST, 8.85 FEET; THENCE SOUTH 37°33'31" EAST, 5.60 FEET; THENCE NORTH 88°15'34" EAST, 32.25 FEET; THENCE NORTH 89°25'59" EAST, 24.07 FEET; THENCE SOUTH 89°22'43" EAST, 32.40 FEET; THENCE SOUTH 88°14'32" EAST, 31.74 FEET; THENCE SOUTH 87°00'15" EAST, 23.79 FEET; THENCE SOUTH 03°28'36" WEST, 8.00 FEET; THENCE SOUTH 87°11'55" EAST, 23.86 FEET; THENCE SOUTH 79°25'36" EAST, 27.73 FEET; THENCE SOUTH 74°05'34" EAST, 21.14 FEET; THENCE SOUTH 78°16'38" EAST, 13.37 FEET; THENCE SOUTH 88°19'10" EAST, 23.16 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM ALL DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, IN SAID LAND, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS FROM SAID LANDS, AS RESERVED BY THE STATE OF CALIFORNIA IN STATUTES 1962 FIRST EXTRAORDINARY SESSION, CHAPTER 67, SECTION 87; STATUTES OF 1963 REGULAR SESSION, CHAPTER 673, SECTION 40. ALSO EXCEPTING THEREFROM TO THE STATE OF CALIFORNIA, IN ALL THE LAND DESCRIBED HEREIN, ALL MINERAL AND MINERAL DEPOSITS, INCLUDING BUT NOT LIMITED TO, OIL AND GAS, OTHER GASES, INCLUDING, BUT NOT LIMITED TO NONHYDROCARBON AND GEOTHERMAL GASES, OIL SHALE, COAL, PHOSPHATE, ALUMINA, SILICA, FOSSILS OF ALL GEOLOGICAL AGES, SODIUM, GOLD, SILVER, METALS AND THEIR COMPOUNDS, ALKALI, ALKALI EARTH, SAND, CLAY, GRAVEL, SALTS AND MINERAL WATERS, URANIUM, TRONA, AND GEOTHERMAL RESOURCES, TOGETHER WITH THE RIGHT OF THE STATE OR PERSONS AUTHORIZED BY THE STATE TO PROSPECT FOR, DRILL FOR, EXTRACT, MINE AND REMOVE SUCH DEPOSITS OR RESOURCES, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF THE LANDS AS MAY BE NECESSARY THEREFORE AS RESERVED IN THAT CERTAIN GRANT DEED RECORDED DECEMBER 30, 1999 AS INSTRUMENT NO. 1999-0845740 OF OFFICIAL RECORDS. TOGETHER WITH PARCEL 'B' BEGINNING AT THE AFOREMENTIONED POINT 'A'; THENCE SOUTH 72°19'26"WEST, 54.89 FEET TO THE TRUE POINT OF BEGINNING OF PARCEL 'B'; THENCE SOUTH 17°34'06" EAST, 237.50 FEET; THENCE SOUTH 72°25'54" WEST, 305.50 FEET; THENCE NORTH 17°34'06" WEST, 279.27 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 77.00 FEET, A RADIAL LINE TO SAID CURVE BEARS SOUTH 12°50'44" EAST; THENCE ALONG THE ARC OF SAID CURVE Page 382 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-2-4 4825-3218-1203/024036-0079 THROUGH A CENTRAL ANGLE OF 20°30'53" A DISTANCE OF 27.57 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 130.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38°58'15" A DISTANCE OF 88.42 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 481.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23°17'12" A DISTANCE OF 195.49 FEET; THENCE NORTH 72°19'26" EAST, 1.43 FEET TO THE TRUE POINT OF BEGINNING OF PARCEL 'B'. EXCEPTING THEREFROM ALL DEPOSITS OF MINERALS, INCLUDING OIL AND GAS, IN SAID LAND, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS FROM SAID LANDS, AS RESERVED BY THE STATE OF CALIFORNIA IN STATUTES 1962 FIRST EXTRAORDINARY SESSION, CHAPTER 67, SECTION 87; STATUTES OF 1963 REGULAR SESSION, CHAPTER 673, SECTION 40. ALSO EXCEPTING THEREFROM TO THE STATE OF CALIFORNIA, IN ALL THE LAND DESCRIBED HEREIN, ALL MINERAL AND MINERAL DEPOSITS, INCLUDING BUT NOT LIMITED TO, OIL AND GAS, OTHER GASES, INCLUDING, BUT NOT LIMITED TO NONHYDROCARBON AND GEOTHERMAL GASES, OIL SHALE, COAL, PHOSPHATE, ALUMINA, SILICA, FOSSILS OF ALL GEOLOGICAL AGES, SODIUM, GOLD, SILVER, METALS AND THEIR COMPOUNDS, ALKALI, ALKALI EARTH, SAND, CLAY, GRAVEL, SALTS AND MINERAL WATERS, URANIUM, TRONA, AND GEOTHERMAL RESOURCES, TOGETHER WITH THE RIGHT OF THE STATE OR PERSONS AUTHORIZED BY THE STATE TO PROSPECT FOR, DRILL FOR, EXTRACT, MINE AND REMOVE SUCH DEPOSITS OR RESOURCES, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF THE LANDS AS MAY BE NECESSARY THEREFORE AS RESERVED IN THAT CERTAIN GRANT DEED RECORDED DECEMBER 30, 1999 AS INSTRUMENT NO. 1999-0845740 OF OFFICIAL RECORDS. Page 383 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-3-1 4825-3218-1203/024036-0079 Exhibit A-3 Legal Description of Developer’s Phase 1A Site STREET DEDICATION BEGINNING AT STATION NO. 107 ON THE MEAN HIGH TIDE LINE OF THE BAY OF SAN DIEGO, AS SAID MEAN HIGH TIDE LINE IS SHOWN ON MISCELLANEOUS MAP NO. 217, FILED IN THE RECORDER'S OFFICE OF THE COUNTY OF SAN DIEGO SEPTEMBER 25, 1950 AS FILE NO. 110422; THENCE ALONG SAID MEAN HIGH TIDE LINE SOUTH 58°27'22" EAST (RECORD PER M.M. 217 SOUTH 58°28'01" EAST), 105.95 FEET TO THE INTERSECTION WITH THE NORTHERLY RIGHT OF WAY LINE OF MARINA PARKWAY FORMERLY TIDELANDS AVENUE) AS DEDICATED PER DOCUMENT RECORDED OCTOBER 10, 1966 AS FILE NO. 163052 O.R. AND SHOWN ON SAN DIEGO UNIFIED PORT DISTRICT DRAWING NO. 484-MB, ALSO BEING A POINT ON A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 20.00 FEET, A RADIAL TO WHICH BEARS NORTH 33°15'14" WEST, BEING THE TRUE POINT OF BEGINNING; THENCE SOUTHERLY ALONG SAID RIGHT OF WAY AND SAID 20.00 FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 49° 04' 33" A DISTANCE OF 17.13 FEET; THENCE LEAVING SAID RIGHT OF WAY SOUTH 72°19'26" WEST, 56.32 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 481.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23° 17' 12", A DISTANCE OF 195.49 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 130.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 38° 58' 15" A DISTANCE OF 88.42 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 77.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 33°21'37" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 46°17'18" A DISTANCE OF 62.21 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 83.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 12°55'41" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 39°43'43" A DISTANCE OF 57.55 FEET; THENCE NORTH 26°48'02" WEST, 11.00 FEET; THENCE SOUTH 63°11'58" WEST, 574.01 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 272.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 78°34'28" A DISTANCE OF 373.02 FEET; THENCE SOUTH 15°22'30" EAST, 136.86 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 4,994.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02°25'18" A DISTANCE OF 211.08 FEET; THENCE SOUTH 17°47'48" EAST, 460.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 494.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 04°35'46" A DISTANCE OF 39.63 FEET; THENCE SOUTH 22°23'34" EAST, 59.77 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 506.00 FEET; THENCE ALONG THE ARC Page 384 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-3-2 4825-3218-1203/024036-0079 OF SAID CURVE THROUGH A CENTRAL ANGLE OF 04°20'39" A DISTANCE OF 38.36 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 94.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 71°57'05" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18'00'01" A DISTANCE OF 29.53 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 69.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 53°57'04" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 71°44'52" A DISTANCE OF 86.40 FEET; THENCE NORTH 72°12'12" EAST, 353.50 FEET; THENCE NORTH 68°48'31" EAST, 50.66 FEET; THENCE NORTH 72°12'12" EAST, 421.30 FEET; THENCE NORTH 65°55'34" EAST, 100.60 FEET; THENCE NORTH 72°12'12" EAST, 107.82 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SAID MARINA PARKWAY (FORMERLY TIDELANDS AVENUE); THENCE ALONG SAID RIGHT OF WAY SOUTH 17°54'50" EAST, 84.00 FEET; THENCE LEAVING SAID RIGHT OF WAY SOUTH 72°12'12" WEST, 72.38 FEET; THENCE SOUTH 48°21'08" WEST, 27.20 FEET; THENCE SOUTH 72°12'12" WEST, 497.74 FEET; THENCE NORTH 17°47'48" WEST, 3.00 FEET; THENCE SOUTH 72°12'12" WEST, 468.85 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 41°37'40" A DISTANCE OF 18.16 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 74.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 59°25'28" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 177°46'16" A DISTANCE OF 229.60 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 66.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 61°39'12" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44°48'44" A DISTANCE OF 51.62 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 5.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 73°32'04" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 82°11'46" A DISTANCE OF 7.17 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 14.09 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 08°24'24" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 77°42'50" A DISTANCE OF 19.12 FEET; THENCE NORTH 17°47'48" WEST, 901.20 FEET; THENCE NORTH 27°12'12" EAST, 38.28 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 320.03 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 73°24'20" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 79°47'38" A DISTANCE OF 445.69 FEET; THENCE NORTH 63°11'58" EAST, 527.07 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 194.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33°43'27" A DISTANCE OF 114.19 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE Page 385 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-3-3 4825-3218-1203/024036-0079 WESTERLY HAVING A RADIUS OF 84.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 60°31'29" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 37°26'04" A DISTANCE OF 54.88 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 175.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 82°02'27" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 43°17'27" A DISTANCE OF 132.22 FEET; THENCE NORTH 38°45'00" EAST, 50.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 225.00 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 38°45'00" EAST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33°21'13" A DISTANCE OF 130.98 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 143.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 72°06'13" WEST; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 28°50'01" A DISTANCE OF 71.96 FEET; THENCE SOUTH 46°43'48" EAST, 29.05 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 90.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 37°42'36" A DISTANCE OF 59.23 FEET; THENCE SOUTH 84°26'24" EAST, 30.34 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 419.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14°01'34" A DISTANCE OF 102.57 FEET TO SAID NORTHERLY RIGHT OF WAY LINE OF MARINA PARKWAY AND THE BEGINNING OF A NON-TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 20.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 60°30'13" EAST; THENCE ALONG SAID RIGHT OF WAY THE FOLLOWING FIVE COURSES: NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 43°53'06" A DISTANCE OF 15.32 FEET; THENCE NORTH 75°36'41" EAST, 60.00 FEET; THENCE SOUTH 14°23'19" EAST, 1.46 FEET; THENCE NORTH 75°36'41" EAST, 14.28 FEET TO SAID MEAN HIGH TIDE LINE; THENCE ALONG SAID MEAN HIGH TIDE LINE SOUTH 58°27'22" WEST, 85.18 FEET TO THE TRUE POINT OF BEGINNING. AREA = 264,248 S.F. OR 6.066 ACRES, MORE OR LESS. Page 386 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1-1 4825-3218-1203/024036-0079 Exhibit B-1 Depiction of the Site Page 387 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1-2 4825-3218-1203/024036-0079 Page 388 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1-3 4825-3218-1203/024036-0079 Page 389 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1-4 4825-3218-1203/024036-0079 Page 390 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1-5 4825-3218-1203/024036-0079 Page 391 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1-6 4825-3218-1203/024036-0079 Page 392 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2-1 4825-3218-1203/024036-0079 Exhibit B-2 Depiction of the Ground Lease Property Page 393 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2-2 4825-3218-1203/024036-0079 Page 394 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2-3 4825-3218-1203/024036-0079 Page 395 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2-4 4825-3218-1203/024036-0079 Page 396 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2-5 4825-3218-1203/024036-0079 Page 397 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2-6 4825-3218-1203/024036-0079 Page 398 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-3-1 4825-3218-1203/024036-0079 Exhibit B-3 Depiction of the Developer’s Phase 1A Infrastructure Improvements Site Page 399 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-3-2 4825-3218-1203/024036-0079 Page 400 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-3-3 4825-3218-1203/024036-0079 Page 401 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-3-4 4825-3218-1203/024036-0079 Page 402 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-3-5 4825-3218-1203/024036-0079 Page 403 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda C-1-1 4825-3218-1203/024036-0079 Exhibit C-1 Developer’s Phase 1A Infrastructure Improvements Developer’s Phase 1A infrastructure Improvements include the following improvements, as described in Attachment D to the DCPA: E Street (G Street to H Street) G Street Connection H Street (Bay Blvd to Street A) H Street (Marina Pkwy to E Street ) H-3 Utility Corridor H-3 Site Prep Page 404 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda C-2-1 4825-3218-1203/024036-0079 Exhibit C-2 Sources for Developer’s Phase 1A Infrastructure Improvements Cost Source Amount Agreement Total NOTE: Harbor Park is not included in Developer’s Phase 1A Infrastructure Improvements. NOTE: Amounts available to be reimbursed to Developer under the Sewer Agreement or credited to Developer under the BFDIF Program are excluded from the Developer’s Phase 1A Contract Sum. Page 405 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda C-3-1 4825-3218-1203/024036-0079 Exhibit C-3 Developer’s Phase 1A Infrastructure Improvements Budget Gaylord Pacific - RIDA Chula Vista, LLC - Phase 1A Infrastructure - 05.12.2022 / Final Item Description Project Goal A B C GENERAL ADMINISTRATION AND SUPERVISION E BUILDERS RISK, GL AND WC INSURANCE F Sweetwater Authority costs, Stormwater Outfall - Waterboard Fee, Army Corps of Engineers, etc. G IMPACT FEES $0 / CONNECTION FEES $0 H CONTINGENCY I PAYMENT BONDS J LEGAL & OTHER PROFESSIONAL FEES K PROPOSED GATEWAY SIGN L EARLY WORK - revised as of 3/28/2022 M PROJECT ADMINISTRATION FEE 5% TOTAL PHASE 1A PROJECT COST EXCLUDING HARBOR NOTE: Harbor Park is not included in Developer’s Phase 1A Infrastructure Improvements. NOTE: Amounts available to be reimbursed to Developer under the Sewer Agreement or credited to Developer under the BFDIF Program are excluded from the Developer’s Phase 1A Contract Sum. Page 406 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda D-1-A 4825-3218-1203/024036-0079 Exhibit D-1-A Remaining Phase 1A Infrastructure Improvements Sweetwater Park) Sweetwater Park A 21-acre signature park on Parcel S-2 (defined in the PMP) with passive use, meadow-type open space with amenities such as: landscaping, lighting, restrooms, drinking fountains, bicycle racks, children play areas, picnic areas, benches, trash receptacles, interpretive signage, landscaped berms, public art, decomposed granite paving, and parking. The park is to be passive in nature, be low- impact and contain minimal structures. Allowed structures include restrooms, equipment shed, picnic tables, shade structures and overlooks, and are limited to single-story heights. No athletic field amenities or unattended food vending will be allowed. The park will utilize low water-use ground cover alternatives where possible and trails will not be paved. Due to the immediate adjacency to sensitive habitat areas, amplified sound equipment and issuance of park use permits for group events will be prohibited. Development of the park also includes the development within the Transition Buffer Areas and Limited Use zones of parcel SP-1 and the fencing of the No Touch Buffer Area of parcel SP-1, all as described in the certified PMP. Page 407 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda D-1-B 4825-3218-1203/024036-0079 Exhibit D-1-B Sources for Remaining Phase 1A Infrastructure Improvements Cost Source Amount Total A portion of the Other Port District Funds has been spent for costs of the Remaining Phase 1A Infrastructure Improvements incurred prior to the Date of Agreement. Page 408 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda D-1-C 4825-3218-1203/024036-0079 Exhibit D-1-C Engineering Budget for Sweetwater Park Attached on following pages.) Page 409 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Port of San Diego CVB Sweetwater Park Chula Vista, CA KTU+A 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 25 January 2022 Page 410 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 S1.01 thru S6.09 (23 sheets ) P1-001 thru P1-501 (05 sheets) EC1.0 thru E5.2 (27 sheets) Specifications and Reports COST ESTIMATE INTRODUCTORY NOTES This estimate is based on verbal direction from KTU+A and the following items, received through 08 November 2021: General Civil Landscape Architectural Structural Plumbing Electrical TS-1.0 thru TS-4.0 (04 sheets) G-1 thru C-31 (36 sheet) LC-1.0 thru LP-32.0 (142 sheets) A0-100 thru AD 800 (20 sheets) Construction start date of September 2022 The following items are excluded from this estimate: Inspections and tests. Construction change order contingency. The midpoint of construction of March 2023 is based on: Under the direction of the Port, the escalation reflected is to Start of Construction based on: We strongly advise the client to review this estimate in detail. If any interpretations in this estimate appear to differ from those intended by the design documents, they should be addressed immediately. Estimated construction duration of 12 months This estimate is based on a Design-Bid-Build delivery method. This estimate is based on prevailing wage labor rates. This estimate is based on a detailed measurement of quantities. We have made allowances for items that were not clearly defined in the drawings. The client should verify these allowances. This estimate is based on a minimum of four competitive bids and a stable bidding market. This estimate should be updated if more definitive information becomes available, or if there is any change in scope. Page 411 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01. GENERAL REQUIREMENTS TOTAL $184,970 Direct construction cost $140,450 Markups $44,520 02. SITE PREPARATION / DEMOLITION TOTAL $383,102 Direct construction cost $290,894 Markups $92,208 03. GRADING TOTAL $1,191,868 Direct construction cost $905,000 Markups $286,868 04. UTILITIES TOTAL $475,487 Direct construction cost $361,043 Markups $114,444 05. ELECTRICAL / LIGHTING TOTAL $211,548 Direct construction cost $160,631 Markups $50,917 06. RESTROOM TOTAL $445,871 Direct construction cost $338,555 Markups $107,316 07. GROWING GROUND MAINTENANCE SHED TOTAL $255,621 Direct construction cost $194,096 Markups $61,525 08. PARKING LOT IMPROVEMENTS TOTAL $1,204,839 Direct construction cost $914,849 Markups $289,990 09. HARDSCAPE / PAVING/ PATHS TOTAL $1,899,812 Direct construction cost $1,442,550 Markups $457,262 10. INTERPRETIVE / SIGNS / SITE FURNISHINGS TOTAL $1,404,592 Direct construction cost $1,066,524 Markups $338,068 11. PLAYGROUND AREAS TOTAL $779,635 Direct construction cost $591,986 Markups $187,649 DETAILED PROJECT SUMMARY Prepared by: OCMI Sheet 1 of 76 Page 412 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12. LANDSCAPE IRRIGATION TOTAL $1,682,364 Direct construction cost $1,277,439 Markups $404,925 13. LANDSCAPE PLANTING TOTAL $3,145,027 Direct construction cost $2,388,057 Markups $756,970 14. DESIGN AND PERMIT FEES TOTAL $1,093,403 Design Fees $955,000 Permit Fees $10,000 Water Capacity Fees Domestic water service $34,008 Irrigation water service $677,138 TOTAL PARK CONSTRUCTION COST $14,358,139 ELEMENT BREAKOUTS TOTAL COST 01. MAIN PARKING LOT ($838,268) Cost with markups ($1,103,984) 02. DG LOTS ($268,851) Cost with markups ($354,072) 03. KUMEYAAY TOOL MAKING PLAZA ($24,759) Cost with markups ($32,607) 04. GROWING GROUNDS ($237,859) Cost with markups ($313,256) 05. GROUP EDUCATION RING ($12,546) Cost with markups ($16,523) 06. MEADOW ARRIVAL ENTRY PLAZA ($221,986) Cost with markups ($292,351) 07. TIMELINE PLAZA ($205,743) Cost with markups ($270,960) 08. SOLAR CALENDAR PLAZA ($77,904) Cost with markups ($102,598) 09. MAP PLAZA AND OVERLOOK ($43,302) Cost with markups ($57,028) 10. NATURE PLAYGROUND ($782,475) Cost with markups ($1,030,505) 11. ADVENTURE PLAYGROUND ($249,519) Cost with markups ($328,612) Prepared by: OCMI Sheet 2 of 76 Page 413 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12. WILDLIFE BLINDS ($81,807) Cost with markups ($107,738) 13. BOARDWALK ($119,336) Cost with markups ($157,163) 14. SPECIALTY GARDENS ($92,419) Cost with markups ($121,714) 15. CHANNEL OVERLOOK ($48,162) Cost with markups ($63,428) ELEMENT BREAKOUTS SUBTOTAL ($4,352,540) ADJUSTED TOTAL PARK CONSTRUCTION COST $10,005,599 Prepared by: OCMI Sheet 3 of 76 Page 414 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GENERAL REQUIREMENTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS $140,450 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT SITE COST $140,450 DESIGN CONTINGENCY 2.50%$3,511 SUBTOTAL $143,961 ESCALATION TO START 09/2022 4.31%$6,205 SUBTOTAL $150,166 GENERAL CONDITIONS/REQUIREMENTS 5.00%$7,508 SUBTOTAL $157,674 CONTRACTOR OVERHEAD AND PROFIT 15.00%$23,651 SUBTOTAL $181,325 INSURANCE 1.00%$1,813 SUBTOTAL $183,139 BONDS: CONTRACTOR 1.00%$1,831 TOTAL SITE COST $184,970 SITE SUMMARY Prepared by: OCMI Sheet 4 of 76 Page 415 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GENERAL REQUIREMENTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 01 GENERAL REQUIREMENTS Mobilization 1 LS 10,000.00 $10,000 Traffic Control 1 LS 5,000.00 $5,000 Construction BMPs / Erosion Control 1 LS 30,000.00 $30,000 BMP Monitoring & Reporting 1 LS 15,000.00 $15,000 Construction Fencing 12,990 LF 5.00 $64,950 Surveying For Construction Staking 1 LS 15,500.00 $15,500 TOTAL - 01 GENERAL REQUIREMENTS $140,450 Prepared by: OCMI Sheet 5 of 76 Page 416 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park SITE PREPARATION / DEMOLITION Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS $50,370 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK $240,524 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT SITE COST $290,894 DESIGN CONTINGENCY 2.50%$7,272 SUBTOTAL $298,166 ESCALATION TO START 09/2022 4.31%$12,851 SUBTOTAL $311,017 GENERAL CONDITIONS/REQUIREMENTS 5.00%$15,551 SUBTOTAL $326,568 CONTRACTOR OVERHEAD AND PROFIT 15.00%$48,985 SUBTOTAL $375,553 INSURANCE 1.00%$3,756 SUBTOTAL $379,309 BONDS: CONTRACTOR 1.00%$3,793 TOTAL SITE COST $383,102 SITE SUMMARY Prepared by: OCMI Sheet 6 of 76 Page 417 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park SITE PREPARATION / DEMOLITION Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 02 EXISTING CONDITIONS Demolition Existing Signs 30 EA 100.00 $3,000 Permeable concrete 900 SF 1.15 $1,035 Existing Asphalt Driveway & Concrete Apron 4,740 SF 1.15 $5,451 Existing Road (Asphalt & Hardened Earth)5,185 SF 1.15 $5,963 Existing DG Areas with 0" curb 1,700 SF 1.00 $1,700 K rail 170 LF 5.00 $850 Existing Chainlink Fencing 1,850 LF 6.12 $11,329 Promenade Chainlink Fencing 2,010 LF 6.12 $12,309 Recycle and Re-use chainlink fence fabric) Wood fence 75 LF 3.03 $227 Existing Bollard 3 EA 125.00 $375 Existing Water Main Removal 330 LF 14.01 $4,624 Existing Water Main Abandonment 220 LF 8.00 $1,760 slurry fill pipe under improvements) Existing fire hydrant removal 2 EA 500.00 $1,000 Concrete curb and gutter removal 75 LF 5.68 $426 Existing Asphalt Curb removal 70 LF 4.59 $321 TOTAL - 02 EXISTING CONDITIONS $50,370 31 EARTHWORK Clearing and grubbing Clearing and grubbing 1,116,690 SF 0.20 $223,338 Clearing and grubbing in disturbed habitat areas 39,500 SF 0.20 $7,900 Protect in place native vegetation & mitigation 98,000 SF 0.05 $4,900 Remove tree, medium 6 EA 731.02 $4,386 TOTAL - 31 EARTHWORK $240,524 Prepared by: OCMI Sheet 7 of 76 Page 418 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GRADING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK $905,000 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT SITE COST $905,000 DESIGN CONTINGENCY 2.50%$22,625 SUBTOTAL $927,625 ESCALATION TO START 09/2022 4.31%$39,981 SUBTOTAL $967,606 GENERAL CONDITIONS/REQUIREMENTS 5.00%$48,380 SUBTOTAL $1,015,986 CONTRACTOR OVERHEAD AND PROFIT 15.00%$152,398 SUBTOTAL $1,168,384 INSURANCE 1.00%$11,684 SUBTOTAL $1,180,068 BONDS: CONTRACTOR 1.00%$11,801 TOTAL SITE COST $1,191,868 SITE SUMMARY Prepared by: OCMI Sheet 8 of 76 Page 419 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GRADING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 31 EARTHWORK Earth work Site cut 16,500 CY 20.00 $330,000 Import 25,000 CY 15.00 $375,000 Grading Fine grading 200,000 SF 1.00 $200,000 TOTAL - 31 EARTHWORK $905,000 Prepared by: OCMI Sheet 9 of 76 Page 420 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park UTILITIES Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS 33 UTILITIES $361,043 NET DIRECT SITE COST $361,043 DESIGN CONTINGENCY 2.50%$9,026 SUBTOTAL $370,069 ESCALATION TO START 09/2022 4.31%$15,950 SUBTOTAL $386,019 GENERAL CONDITIONS/REQUIREMENTS 5.00%$19,301 SUBTOTAL $405,320 CONTRACTOR OVERHEAD AND PROFIT 15.00%$60,798 SUBTOTAL $466,118 INSURANCE 1.00%$4,661 SUBTOTAL $470,779 BONDS: CONTRACTOR 1.00%$4,708 TOTAL SITE COST $475,487 SITE SUMMARY Prepared by: OCMI Sheet 10 of 76 Page 421 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park UTILITIES Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 33 UTILITIES Electrical service Conduit and conductor from meter to restroom Ductbank Conduits, PVC 1) 1-1/4"486 LF 28.68 $13,938 Conductors 1 1,458 LF 3.25 $4,739 8 486 LF 1.17 $569 Conduit and conductor for sewer lift station Ductbank Conduits, PVC 3/4"150 LF 20.87 $3,131 Conductors , # 12 600 LF 0.83 $498 Additional circuit breaker to meter pedestal 1 EA 500.00 $500 Storm Drain Infrastructure 12" PVC Storm Drain 1,220 LF 80.07 $97,685 Catch basin with grate 18"x18"15 EA 1,820.00 $27,300 Biofiltration Media 318 CY 80.00 $25,440 Drainage Rock 318 CY 100.00 $31,800 Impermeable Liner 5,730 SF 3.00 $17,190 Tybe B Curb Inlet 1 EA 3,230.00 $3,230 Swale 24,270 SF 1.50 $36,405 Perforated drain, bedding and filter fabric 380 LF 34.64 $13,162 Culvert, 8" PVC 50 LF 38.84 $1,942 Culvert, 12" RCP 28 LF 43.94 $1,230 Culvert, 24" RCP 26 LF 96.53 $2,510 Domestic water service Connect To Existing Water 1 LS 1,000.00 $1,000 Reduced Pressure Backflow Preventer 1 EA 950.00 $950 Water Meter 1 EA 490.00 $490 Pipe and fittings, PVC C900, including trench and backfill, 2"470 LF 37.81 $17,771 Thrust blocks 2 EA 170.22 $340 Valves 2 EA 561.67 $1,123 Water meter - water capacity fee, 1.5", refer to design and NIC permit fees on summary sheet Sanitary Waste Service Pump Station - ReliaSource 6x6 Above ground Station 1 LS 6,470.00 $6,470 Wet Well - 4' diameter, t-lock lined 1 LS 1,000.00 $1,000 Connect To Existing Sewer 1 LS 1,000.00 $1,000 Manhole 4 EA 5,620.00 $22,480 Pipe and fittings, PVC SDR-35, including trench and backfill 4" 480 LF 27.77 $13,330 Sewer Cleanout 5 EA 2,400.00 $12,000 Prepared by: OCMI Sheet 11 of 76 Page 422 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park UTILITIES Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Irrigation Water Service Connect To Existing Stubouts 2"1 EA 650.00 $650 Water Meter, 2"1 EA 1,170.00 $1,170 Water meter - water capacity fee, 2", refer to design and NIC permit fees on summary sheet TOTAL - 33 UTILITIES $361,043 Prepared by: OCMI Sheet 12 of 76 Page 423 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park ELECTRICAL / LIGHTING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL $160,631 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT SITE COST $160,631 DESIGN CONTINGENCY 2.50%$4,016 SUBTOTAL $164,647 ESCALATION TO START 09/2022 4.31%$7,096 SUBTOTAL $171,743 GENERAL CONDITIONS/REQUIREMENTS 5.00%$8,587 SUBTOTAL $180,330 CONTRACTOR OVERHEAD AND PROFIT 15.00%$27,050 SUBTOTAL $207,380 INSURANCE 1.00%$2,074 SUBTOTAL $209,454 BONDS: CONTRACTOR 1.00%$2,095 TOTAL SITE COST $211,548 SITE SUMMARY Prepared by: OCMI Sheet 13 of 76 Page 424 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park ELECTRICAL / LIGHTING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 26 ELECTRICAL Lighting Lighting Fixtures, exterior LED, pole mounted Ouro Arm Mount (Double)3 EA 2,850.00 $8,550 Ouro Arm Mount (Single)6 EA 2,660.00 $15,960 Ouro Post Top 3 EA 2,996.00 $8,988 Conduit & Wire 3,585 LF 16.00 $57,360 Pull Boxes 4 EA 1,663.20 $6,653 Future EV charging station Equipment, by others NIC Electrical utility trench, including excavation,550 LF 75.00 $41,250 backfill and patch back Ductbank Conduits, PVC 1"1,000 LF 21.87 $21,870 TOTAL - 26 ELECTRICAL $160,631 Prepared by: OCMI Sheet 14 of 76 Page 425 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park RESTROOM Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST $/SF AREA 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE $86,872 $286.71 04 MASONRY 05 METALS $119,300 $393.73 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION $13,675 $45.13 08 OPENINGS $13,982 $46.15 09 FINISHES $11,942 $39.41 10 SPECIALTIES $10,255 $33.84 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING $58,637 $193.52 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL $23,892 $78.85 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT BUILDING COST $338,555 $1,117.34 DESIGN CONTINGENCY 2.50%$8,464 $27.93 SUBTOTAL $347,019 $1,145.28 ESCALATION TO START 09/2022 4.31%$14,957 $49.36 SUBTOTAL $361,975 $1,194.64 GENERAL CONDITIONS/REQUIREMENTS 5.00%$18,099 $59.73 SUBTOTAL $380,074 $1,254.37 CONTRACTOR OVERHEAD AND PROFIT 15.00%$57,011 $188.16 SUBTOTAL $437,085 $1,442.53 INSURANCE 1.00%$4,371 $14.43 SUBTOTAL $441,456 $1,456.95 BONDS: CONTRACTOR 1.00%$4,415 $14.57 TOTAL BUILDING COST $445,871 $1,471.52 GROSS FLOOR AREA:303 SF BUILDING SUMMARY Prepared by: OCMI Sheet 15 of 76 Page 426 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park RESTROOM Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 03 CONCRETE Pier footing, assembly 7 CY 629.96 $4,410 Matt footing, assembly 28 CY 638.55 $17,879 Slab on grade NIC Cast in place concrete wall 8" Concrete retaining wall, reinforced 1,233 SF 50.90 $62,759 CIP Concrete bench 6 LF 303.92 $1,824 Miscellaneous Sealer, see divion 09 NIC TOTAL - 03 CONCRETE $86,872 05 METALS Structural steel 9 TON 5,148.04 $46,332 Galvanized premium, Allowance 9 TON 868.66 $7,818 Roof Metal deck Verco, shallow vercor deck 945 SF 3.26 $3,077 Exterior rated steel, premium 945 SF 2.49 $2,356 Parasoleil 4x8 screen panel system 12 EA 4,500.00 $54,000 Metal perforated screen 155 SF 36.89 $5,717 TOTAL - 05 METALS $119,300 07 THERMAL AND MOISTURE PROTECTION Roofing Solid membrane roof 945 SF 7.78 $7,352 Rigid insulation 945 SF 4.89 $4,622 Flashing and sheet metal accessories 945 SF 1.80 $1,701 TOTAL - 07 THERMAL AND MOISTURE PROTECTION $13,675 08 OPENINGS Exterior doors Hollow metal including frame and hardware Single , FRP 2 EA 1,593.15 $3,186 Single stall door 4"undercut , FRP 4 EA 1,493.15 $5,973 Miscellaneous Prepared by: OCMI Sheet 16 of 76 Page 427 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park RESTROOM Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Closer 6 EA 389.95 $2,340 Interior doors Hollow metal including frame and hardware Single 1 EA 2,093.15 $2,093 Miscellaneous Closer 1 EA 389.95 $390 TOTAL - 08 OPENINGS $13,982 09 FINISHES Wall Concrete, sealer 4,988 SF 1.58 $7,894 Floor Concrete, sealer 2,558 SF 1.58 $4,048 TOTAL - 09 FINISHES $11,942 10 SPECIALTIES Restroom accessories Grab bar set 1 EA 251.68 $252 Paper towel dispenser and waste receptacle 1 EA 911.66 $912 Soap dispenser 1 EA 105.09 $105 Feminine napkin dispenser, 1 coin 1 EA 993.59 $994 Feminine napkin disposal 3 EA 174.78 $524 Toilet seat cover dispenser 5 EA 138.34 $692 Single 5 EA 67.05 $335 Robe hook 5 EA 30.49 $152 Mirror, metal frame 1 EA 91.01 $91 Diaper changing station 1 EA 380.45 $380 Hand dryer, electric sensor 1 EA 959.79 $960 Mop and broom rack 1 EA 258.18 $258 Miscellaneous Signage 1 LS 600.00 $600 Interpretative element at oculus, Allowance 1 LS 4,000.00 $4,000 TOTAL - 10 SPECIALTIES $10,255 22 PLUMBING Equipment NIC Fixtures including rough-in Water closet 4 EA 2,558.00 $10,232 Prepared by: OCMI Sheet 17 of 76 Page 428 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park RESTROOM Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Water closet (ADA) 1 EA 2,905.00 $2,905 Lavatory, vanity mounted 2 EA 2,526.00 $5,052 Service sink 1 EA 2,086.00 $2,086 Drinking fountain, high-low 1 EA 3,968.00 $3,968 Floor drain with P- trap and strainer 6 EA 369.00 $2,214 Hose bibb 2 EA 215.80 $432 EEW 1 EA 350.00 $350 Domestic water system Building entrance 2" Main shut-off valve 1 EA 292.29 $292 Backflow preventer 1 EA 2,375.41 $2,375 Pressure regulator 1 EA 620.00 $620 Trap primer with access panel 2 EA 154.00 $308 Water hammer arrester with access panel 2 EA 208.86 $418 Pipe with fittings and supports Below grade (type "K" copper) 1/2"28 LF 19.51 $546 2"6 LF 57.70 $346 Trench, backfill, and remove excess spoil 2 CY 96.38 $193 Above grade, cold water (type "L" copper) 1/2"100 LF 16.98 $1,698 3/4"34 LF 18.57 $631 1"58 LF 20.20 $1,172 1-1/4"13 LF 32.32 $420 1-1/2"15 LF 28.07 $421 2"32 LF 39.06 $1,250 Hot water piping NIC Valves 1 LS 1,000.00 $1,000 Sanitary waste system Pipe with fittings, below grade, Cast iron 2"55 LF 38.70 $2,129 3"5 LF 43.47 $217 4"74 LF 50.66 $3,749 Trench, backfill, and remove excess spoil 13 CY 96.38 $1,253 Floor clean-out 1 EA 503.00 $503 Two way clean-out 1 EA 1,156.00 $1,156 Sanitary vent system, includes vent through roofs Pipe with fittings and supports, above grade, Cast iron 1-1/2" 59 LF 40.25 $2,375 2" 171 LF 43.47 $7,433 4" 11 LF 55.67 $612 Vent through roof 3"- 4"1 EA 199.00 $199 Miscellaneous including seismic control, system test, Prepared by: OCMI Sheet 18 of 76 Page 429 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park RESTROOM Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST flush and chlorinate, identification and fire stop 215 SF 0.38 $82 TOTAL - 22 PLUMBING $58,637 23 HEATING, VENTILATING, AND AIR CONDITIONING Assume building is naturally ventilated NIC TOTAL - 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL Service and distribution Normal power Main switch gear, assumed in site NIC Meter Pedestal 2 EA 250.00 $500 Panel board 1 EA 3,400.00 $3,400 Building feeder 1 LS 500.00 $500 Building grounding system 1 LS 650.00 $650 Equipment connection including disconnect switch 1 LS 600.00 $600 and junction box Lighting system Lighting control 1 LS 500.00 $500 Fixtures L04 - 6'long led tape light 6 EA 550.00 $3,300 L01- Surface mounted half round led 3 EA 650.00 $1,950 L02- Surface mounted vandal resistant led 5 EA 550.00 $2,750 L03- Surface mounted industrial strip 4' long 3 EA 450.00 $1,350 L05 Recessed direct view led 15 LF 100.00 $1,500 Junction box 2 EA 46.17 $92 Light switch, Toggle, 1-3 gang 1 EA 79.37 $79 Occupancy sensor 10 EA 197.22 $1,972 Conduit and wire 333 LF 9.61 $3,200 Convenience power Receptacles Duplex 3 EA 103.87 $312 Junction box 1 EA 46.17 $46 Conduit and wire 105 LF 9.61 $1,009 Miscellaneous including seismic bracing, identification and fire stop 303 SF 0.60 $182 TOTAL - 26 ELECTRICAL $23,892 Prepared by: OCMI Sheet 19 of 76 Page 430 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUND MAINTENANCE SHED Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST $/SF AREA 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE $68,121 $108.13 04 MASONRY 05 METALS $64,465 $102.33 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION $27,725 $44.01 08 OPENINGS $12,840 $20.38 09 FINISHES $4,210 $6.68 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL $16,735 $26.56 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT BUILDING COST $194,096 $308.09 DESIGN CONTINGENCY 2.50%$4,852 $7.70 SUBTOTAL $198,948 $315.79 ESCALATION TO START 09/2022 4.31%$8,575 $13.61 SUBTOTAL $207,523 $329.40 GENERAL CONDITIONS/REQUIREMENTS 5.00%$10,376 $16.47 SUBTOTAL $217,899 $345.87 CONTRACTOR OVERHEAD AND PROFIT 15.00%$32,685 $51.88 SUBTOTAL $250,584 $397.75 INSURANCE 1.00%$2,506 $3.98 SUBTOTAL $253,090 $401.73 BONDS: CONTRACTOR 1.00%$2,531 $4.02 TOTAL BUILDING COST $255,621 $405.75 GROSS FLOOR AREA:630 SF BUILDING SUMMARY Prepared by: OCMI Sheet 20 of 76 Page 431 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUND MAINTENANCE SHED Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 03 CONCRETE Steel post pier footing 4 CY 629.96 $2,520 Matt footing, assembly 26 CY 638.55 $16,602 Slab on grade Reinforced concrete slab, 4" thick 534 SF 10.43 $5,571 Sand base course 3 CY 63.65 $191 Concrete retaining wall, reinforced 853 SF 50.69 $43,237 TOTAL - 03 CONCRETE $68,121 05 METALS Structural steel 2 TON 5,206.18 $10,412 Galvanized premium, Allowance 1 TON 895.58 $896 Exposed steel finish, premium 1 TON 488.77 $489 Roof Metal deck 1-1/2"630 SF 3.33 $2,097 Woven wiremesh panels 228 SF 68.29 $15,571 Parasoleil screen panel system 250 SF 140.00 $35,000 TOTAL - 05 METALS $64,465 07 THERMAL AND MOISTURE PROTECTION Roofing Corrugated metal steel 630 SF 11.10 $6,991 Fascia 150 LF 14.33 $2,149 Growing Grounds Shade Shelter 413 SF 45.00 $18,585 TOTAL - 07 THERMAL AND MOISTURE PROTECTION $27,725 08 OPENINGS Exterior doors Hollow metal including frame and hardware Single 2 EA 2,091.13 $4,182 Roll-up door 10' 0" x 8' 0" high 2 EA 3,061.32 $6,123 Miscellaneous Prepared by: OCMI Sheet 21 of 76 Page 432 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUND MAINTENANCE SHED Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Closer 2 EA 389.20 $778 Panic hardware 2 EA 878.68 $1,757 TOTAL - 08 OPENINGS $12,840 09 FINISHES Wall Concrete, sealer 1,706 SF 1.58 $2,700 Floor Concrete, sealer 540 SF 1.58 $855 Ceiling Paint 540 SF 1.21 $655 TOTAL - 09 FINISHES $4,210 26 ELECTRICAL Service and distribution, Growing Ground Maintenance Equipment shade Normal power Panel board 1 EA 3,400.00 $3,400 Building feeder 1 LS 500.00 $500 Building grounding system 1 LS 500.00 $500 Lighting system Lighting control 1 LS 500.00 $500 Fixtures, LED Industrial strip 3 EA 550.00 $1,650 Junction box 1 EA 46.17 $46 Light switch, Three way 2 EA 92.61 $185 Occupancy sensor 1 EA 197.22 $197 Conduit and wire 315 LF 9.61 $3,027 Convenience power Receptacles Duplex 3 EA 103.87 $312 Special receptacle 5 EA 337.39 $1,687 Junction box 1 EA 46.17 $46 Conduit and wire 450 LF 9.61 $4,325 Miscellaneous including seismic bracing, identification and fire stop 600 SF 0.60 $360 TOTAL - 26 ELECTRICAL $16,735 Prepared by: OCMI Sheet 22 of 76 Page 433 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park PARKING LOT IMPROVEMENTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS $914,849 33 UTILITIES NET DIRECT SITE COST $914,849 DESIGN CONTINGENCY 2.50%$22,871 SUBTOTAL $937,720 ESCALATION TO START 09/2022 4.31%$40,416 SUBTOTAL $978,136 GENERAL CONDITIONS/REQUIREMENTS 5.00%$48,907 SUBTOTAL $1,027,043 CONTRACTOR OVERHEAD AND PROFIT 15.00%$154,056 SUBTOTAL $1,181,099 INSURANCE 1.00%$11,811 SUBTOTAL $1,192,910 BONDS: CONTRACTOR 1.00%$11,929 TOTAL SITE COST $1,204,839 SITE SUMMARY Prepared by: OCMI Sheet 23 of 76 Page 434 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park PARKING LOT IMPROVEMENTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Sweetwater Park Parking Lot Hardscape Pedestrian Concrete paving, 4" nat gray 979 SF 6.10 $5,972 Scarify & Compact Top 6"979 SF 0.73 $715 Vehicular Concrete paving, 7.5" nat gray 775 SF 9.03 $7,000 Scarify & Compact Top 6"775 SF 0.73 $566 Dune Concrete paving, 7.5" vehicular, int. color 131 SF 22.03 $2,886 Scarify & Compact Top 6"131 SF 0.73 $96 Construction joints 398 LF 1.04 $414 Expansion joints 130 LF 0.81 $105 Asphaltic concrete paving, 3"20,258 SF 2.22 $44,973 Base, 8.5"20,258 SF 3.66 $74,144 Scarify & Compact Top 6"20,258 SF 0.73 $14,788 Asphaltic concrete paving, 4" heavy duty 18,259 SF 5.00 $91,295 Recycled base 13.5"18,259 SF 5.02 $91,660 Scarify & Compact Top 6"18,259 SF 0.73 $13,329 Curb 2,956 LF 16.36 $48,366 Curb ramp concrete 390 SF 12.25 $4,779 Cross gutter 75 LF 29.47 $2,210 Curb, 12"132 LF 16.36 $2,160 Driveway Apron 180 SF 8.10 $1,458 Paving specialties Striped parking stall 76 EA 18.73 $1,424 ADA symbol, painted 8 EA 100.48 $804 Pole mounted sign 8 EA 312.74 $2,502 Cross hatching 373 SF 1.21 $451 Truncated dome, plastic 176 SF 29.49 $5,190 Wheel Stops, concrete 8 EA 85.65 $685 Miscellaneous Stabilized Decomposed Granite, 6"32,151 SF 5.42 $174,387 over aggregate base, 9-1/2" Scarify & compact soil base top 12", 95% compacted 32,151 SF 0.73 $23,470 Trash enclosure Concrete paving slab top cast finish 7.5"thick 562 SF 12.94 $7,270 Sub-base course 4"2 CY 85.84 $184 Scarify & Compact Top 6"562 SF 0.73 $410 Concrete curb 25 LF 17.87 $447 Thickened edge 1 CY 279.50 $280 Structural steel 1 TON 5,206.18 $5,206 Metal gate, double 18'wide 1 PR 3,003.52 $3,004 CMU, split faced filled and reinforced 8"249 SF 74.61 $18,579 Continuous footings 5 CY 778.90 $3,895 Spread footing, assembly 1 CY 638.55 $639 Corrugated metal roof 183 SF 17.07 $3,124 Concrete filled, steel bollard 2 EA 785.18 $1,570 Prepared by: OCMI Sheet 24 of 76 Page 435 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park PARKING LOT IMPROVEMENTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Ancillary Decomposed Granite Parking Lots (2) Hardscape Pedestrian Concrete paving, 4" nat gray 1,760 SF 6.10 $10,737 Scarify & Compact Top 6"1,760 SF 0.73 $1,285 Vehicular Concrete paving, 7.5" nat gray 843 SF 9.03 $7,614 Scarify & Compact Top 6"843 SF 0.73 $615 Construction joints 306 LF 1.04 $318 Expansion joints 97 LF 0.81 $79 Asphaltic concrete paving, 4" heavy duty 555 SF 5.00 $2,775 Recycled base 13.5"555 SF 5.02 $2,786 Scarify & Compact Top 12"555 SF 0.73 $405 Curb 967 LF 16.36 $15,822 Concrete mow strip 72 LF 9.20 $662 Ramp, premium 450 SF 12.25 $5,514 Paving specialties Stop/Yield Sign 1 EA 322.74 $323 Striped parking stall 4 EA 18.73 $75 ADA symbol, painted 4 EA 100.48 $402 Pole mounted sign, ADA parking 4 EA 312.74 $1,251 Cross hatching 178 SF 1.21 $215 Truncated dome, plastic 54 SF 29.49 $1,592 Miscellaneous Stabilized Decomposed Granite, 6"28,059 SF 5.42 $152,080 over aggregate base, 9-1/2" Scarify & compact soil base top 12", 95% compacted 28,059 SF 0.73 $20,483 Stabilized Decomposed Granite, 4"5,596 SF 4.52 $25,294 Scarify & compact soil base top 12", 5,596 SF 0.73 $4,085 moisture-conditioned 90% TOTAL - 32 EXTERIOR IMPROVEMENTS $914,849 Prepared by: OCMI Sheet 25 of 76 Page 436 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park HARDSCAPE / PAVING/ PATHS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS $1,442,550 33 UTILITIES NET DIRECT SITE COST $1,442,550 DESIGN CONTINGENCY 2.50%$36,064 SUBTOTAL $1,478,614 ESCALATION TO START 09/2022 4.31%$63,728 SUBTOTAL $1,542,342 GENERAL CONDITIONS/REQUIREMENTS 5.00%$77,117 SUBTOTAL $1,619,459 CONTRACTOR OVERHEAD AND PROFIT 15.00%$242,919 SUBTOTAL $1,862,378 INSURANCE 1.00%$18,624 SUBTOTAL $1,881,002 BONDS: CONTRACTOR 1.00%$18,810 TOTAL SITE COST $1,899,812 SITE SUMMARY Prepared by: OCMI Sheet 26 of 76 Page 437 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park HARDSCAPE / PAVING/ PATHS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Pedestrian Concrete paving, 4" nat gray 14,944 SF 6.10 $91,167 Scarify & Compact Top 6"14,944 SF 0.73 $10,909 Vehicular Concrete paving, 7.5" nat gray 3,129 SF 9.03 $28,261 Scarify & Compact Top 6"3,129 SF 0.73 $2,284 Pedestrian concrete paving, 4" pedestrian, integral color 5,021 SF 10.10 $50,721 Scarify & Compact Top 6"5,021 SF 0.73 $3,665 Pedestrian concrete paving, 4",pedes., int. color, Dune as 2,091 SF 20.10 $42,030 lithocrete Scarify & Compact Top 6"2,091 SF 0.73 $1,526 Vehicular concrete paving, 7.5" integral color, Dune 1,903 SF 22.03 $41,927 Scarify & Compact Top 6"1,903 SF 0.73 $1,389 Pedestrian concrete paving, 4", integral color Kailua 1,505 SF 18.10 $27,241 Scarify & Compact Top 6"1,505 SF 0.73 $1,099 Pedestrian concrete paving, 4", integral color Kailua as 484 SF 18.10 $8,761 lithocrete Scarify & Compact Top 6"484 SF 0.73 $353 Pedestrian concrete paving, 4", seeded aggregate 980 SF 9.62 $9,426 Scarify & Compact Top 6"980 SF 0.73 $715 Construction joints 4,228 LF 1.04 $4,397 Expansion joints 2,277 LF 0.81 $1,844 Truncated dome, plastic 251 SF 29.49 $7,401 Ramp, premium 924 SF 12.25 $11,322 Curb 6"5,133 LF 16.36 $83,985 Mow Curb 12"449 LF 19.20 $8,621 Concrete Curb at Playground 12"641 LF 30.87 $19,788 Porous Concrete Path Shoulder 337 SF 25.00 $8,425 Base, 8.5" washed crushed rock 337 SF 3.66 $1,233 Scarify & Compact Top 12"337 SF 0.73 $246 Concrete thickened edge at Playground 4 CY 279.50 $1,118 Asphaltic concrete paving, 3"2,085 SF 2.22 $4,629 Base, 8.5"2,085 SF 3.66 $7,631 Scarify & Compact Top 12"2,085 SF 0.73 $1,522 Miscellaneous Metal banding in concrete at Restroom 263 LF 9.76 $2,567 4" tall etched lettering in concrete 208 EA 50.00 $10,400 Map plaza lithochrome chemstain graphic 300 SF 6.00 $1,800 Map Plaza - bronze lettering 97 EA 75.00 $7,275 Medaliion etched logo 10.6 SF 125.00 $1,325 Stabilized Decomposed Granite, 4"65,164 SF 4.52 $294,541 Scarify & compact soil base top 12", 65,164 SF 0.73 $47,570 moisture-conditioned 90% Sand Surfacing (playground) 4" depth 12.8 CY 136.53 $1,748 Sand Surfacing (playground) 12" depth 137.2 CY 136.53 $18,732 95% Compacted subgrade 12"4,745 SF 0.73 $3,464 Filter fabric 4,745 SF 1.00 $4,745 Prepared by: OCMI Sheet 27 of 76 Page 438 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park HARDSCAPE / PAVING/ PATHS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Perforated drain, bedding and filter fabric 126 LF 34.64 $4,364 Dune Sand (on dunes) 12" depth 686.3 CY 136.53 $93,701 PIP Rubberized Surfacing with aliphatic binder 13,348 SF 13.02 $173,791 Over pedestrian thickness natural gray concrete 13,348 SF 6.18 $82,523 Scarify & Compact Top 6"13,348 SF 0.73 $9,744 Area Drains beneath PIP, slope PIP concrete 1 LS 6,000.00 $6,000 PIP Rubberized Surfacing Taper 144 LF 10.00 $1,440 Boardwalk 1,631 SF 70.00 $114,170 Footing, assembly 8.2 CY 629.96 $5,166 Overlook Platform Overlook Platform - Guardrail 46 LF 297.65 $13,692 CIP concrete seat wall 27 LF 225.00 $6,075 Continuous footings, Allowance 2.19 CY 759.84 $1,664 CIP Concrete wall 8"305 SF 52.23 $15,931 Continuous footings, Allowance 7 CY 759.84 $5,319 Pedestrian Bridge Pedestrain bridge - Guardrail 48 LF 297.65 $14,287 CIP Concrete wall 8"296 SF 52.23 $15,461 Turn down edge 1.76 CY 278.33 $490 Concrete pan 59 SF 13.37 $782 Aggregate for turn down edge 59 SF 2.51 $147 TOTAL - 32 EXTERIOR IMPROVEMENTS $1,442,550 Prepared by: OCMI Sheet 28 of 76 Page 439 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park INTERPRETIVE / SIGNS / SITE FURNISHINGS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS $1,066,524 33 UTILITIES NET DIRECT SITE COST $1,066,524 DESIGN CONTINGENCY 2.50%$26,663 SUBTOTAL $1,093,187 ESCALATION TO START 09/2022 4.31%$47,116 SUBTOTAL $1,140,303 GENERAL CONDITIONS/REQUIREMENTS 5.00%$57,015 SUBTOTAL $1,197,319 CONTRACTOR OVERHEAD AND PROFIT 15.00%$179,598 SUBTOTAL $1,376,916 INSURANCE 1.00%$13,769 SUBTOTAL $1,390,686 BONDS: CONTRACTOR 1.00%$13,907 TOTAL SITE COST $1,404,592 SITE SUMMARY Prepared by: OCMI Sheet 29 of 76 Page 440 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park INTERPRETIVE / SIGNS / SITE FURNISHINGS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Interpretive Signs & Elements 13 EA 4,020.00 $52,260 Sign Footing, assembly 5.6 CY 639.96 $3,584 Entry Monument Sign 1 Dry stack rubble stone masonary wall 362 SF 18.00 $6,516 Concrete wall 10"114 SF 67.23 $7,664 Continuous footings 6.9 CY 778.90 $5,374 Compacted subgrade 265 SF 0.73 $193 2'4"Steel lettering 3/8"thk.4 EA 2,250.00 $9,000 2'0"Steel lettering 3/8"thk.24 EA 2,000.00 $48,000 Lettering tube pipe support, Allowance 1 LS 2,000.00 $2,000 Entry Monument Sign 2 Dry stack rubble stone masonary wall 124 SF 18.00 $2,223 Concrete wall 12"20 SF 77.23 $1,545 Continuous footings 1.7 CY 778.90 $1,324 Column Footing, assembly 0.6 CY 629.96 $378 Compacted subgrade 110 SF 0.73 $80 14"Steel lettering 3/8"thk.2 EA 1,250.00 $2,500 12"Steel lettering 3/8"thk.12 EA 1,000.00 $12,000 Lettering tube pipe support, Allowance 1 LS 3,000.00 $3,000 Fragment wall at Timeline plaza Dry stack rubble stone masonary wall 584 SF 18.00 $10,512 Column Footing, assembly 4 CY 629.96 $2,457 Compacted subgrade 219 SF 0.73 $160 12"Steel lettering 3/8"thk.70 EA 1,000.00 $70,000 Lettering tube pipe support, Allowance 1 LS 10,000.00 $10,000 Park Safety, Regulatory & Directional Signs 45 EA 680.00 $30,600 Bench (With Back & Center Armrest)2 EA 1,500.00 $3,000 Composite Bench 4 EA 2,500.00 $10,000 Swing Bench (At Shuttle Stop Overlook Mound)1 EA 3,000.00 $3,000 Swing Bench footing, assembly 0.14 CY 629.96 $88 Picnic Tables including ADA 10 EA 2,800.00 $28,000 Litter Receptacles 14 EA 2,000.00 $28,000 Bike Racks 11 EA 500.00 $5,500 Dog Waste Bag Stations 3 EA 750.00 $2,250 Seatwalls & Freestanding Walls Seat wall 18" special 27 LF 200.00 $5,400 Continuous footings 2.70 CY 778.90 $2,103 Seat wall 18" with one side graphic standard 134 LF 210.00 $28,140 Continuous footings 16 CY 778.90 $12,462 Seat wall 24" with one side graphic 73 LF 250.00 $18,250 Continuous footings 9 CY 778.90 $7,010 Boulder seating 32 LF 250.00 $8,000 Wildlife Blind 408 SF 65.00 $26,520 Approximately 6'x35' laser cut galvanized steel screen) Continuous footings 9 CY 778.90 $7,010 Prepared by: OCMI Sheet 30 of 76 Page 441 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park INTERPRETIVE / SIGNS / SITE FURNISHINGS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Fences and gates Growing ground fencing, with windscreen 195 LF 85.00 $16,575 Fence Footing, assembly 2.1 CY 629.96 $1,323 Growing ground gate, double 6'wide 1 EA 1,221.28 $1,221 Environmental Buffer fencing 2,318 LF 87.40 $202,593 Fence Footing, assembly 20 CY 629.96 $12,599 Environmental Fence 3' Gate with vinyl coating 3 EA 937.50 $2,812 Mitigation Area fencing, 4x4 square pressure treated posts 5,895 LF 15.41 $90,842 Wood Posts At 6' O.C. With Stainless Steel Cable) Playground planting fencing, 4x4 squ. Press. treated posts 1,056 LF 15.00 $15,840 rope and post ) Meadow Arrival Plaza Shade Shelters 775 SF 160.00 $124,000 Footing, assembly 17 CY 629.96 $10,709 Picnic Shade Shelters 2 EA 40,000.00 $80,000 Footing, assembly 11.6 CY 629.96 $7,308 Safety Bollard 3 EA 685.56 $2,057 Interpretive Sign Bollard - 6x6 wood post with 5"x5" colored signage on (4) sides 10 EA 785.18 $7,852 Solar plinth 4 EA 3,200.00 $12,800 Solar plinth footings 3 CY 629.96 $1,890 TOTAL - 32 EXTERIOR IMPROVEMENTS $1,066,524 Prepared by: OCMI Sheet 31 of 76 Page 442 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park PLAYGROUND AREAS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT $591,986 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS 33 UTILITIES NET DIRECT SITE COST $591,986 DESIGN CONTINGENCY 2.50%$14,800 SUBTOTAL $606,786 ESCALATION TO START 09/2022 4.31%$26,152 SUBTOTAL $632,938 GENERAL CONDITIONS/REQUIREMENTS 5.00%$31,647 SUBTOTAL $664,585 CONTRACTOR OVERHEAD AND PROFIT 15.00%$99,688 SUBTOTAL $764,273 INSURANCE 1.00%$7,643 SUBTOTAL $771,915 BONDS: CONTRACTOR 1.00%$7,719 TOTAL SITE COST $779,635 SITE SUMMARY Prepared by: OCMI Sheet 32 of 76 Page 443 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park PLAYGROUND AREAS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 11 EQUIPMENT Nature Playground Playbooster 2-5 yrs Ramp Deck Extension DB, 16"Dk 2 EA 805.00 $1,610 Mushroom Stepper 40"Deck 1 EA 5,490.00 $5,490 w/2 Recycled Wood-Grain Handholds Kick Plate 8"Rise 1 EA 130.00 $130 Square Deck Extension 1 EA 1,085.00 $1,085 Square Tenderdeck 1 EA 1,135.00 $1,135 Tree Stump Transfer Module, 2-5yrs 48"Dk (DB Only)1 EA 8,115.00 $8,115 Triangular Tenderdeck 1 EA 875.00 $875 DigiFuse Barrier Panel, Above Dec 1 EA 1,435.00 $1,435 Marble Panel Above Deck 1 EA 2,590.00 $2,590 Recycled Wood-Grain Lumber Panel 1 EA 1,365.00 $1,365 Storefront Panel 1 EA 690.00 $690 116"Alum Post DB 3 EA 340.00 $1,020 124"Alum Post DB 3 EA 395.00 $1,185 233"Steel Post,For CoolTopper Single Post Pyramid Roof 1 EA 1,015.00 $1,015 84"Alum Post DB 4 EA 300.00 $1,200 CoolToppers Single Post Pyramid Roof DB Only 1 EA 3,650.00 $3,650 Double Slide 40"Dk DB 2 EA 2,280.00 $4,560 Rollerslide 56"Dk DB 1 EA 10,495.00 $10,495 Single Slide 48"Dk DB 1 EA 1,730.00 $1,730 Freestanding play 2-5 yrs Set of 30 TRI-HANDHOLD HANDGRIPS 1 EA 1,900.00 $1,900 Upcharge CUSTOM DIGIFUSE® PANEL 1 EA 615.00 $615 OmniSpin Spinner Surface Mount1 1 EA 9,040.00 $9,040 We-saw DB Only1 1 EA 11,730.00 $11,730 Cozy Dome DB 1 EA 4,895.00 $4,895 Log Crawl Tunnel DB Only1 1 EA 7,020.00 $7,020 Welcome Sign (LSI Provided) Ages 2-5 years Direct Bury NIC Playbooster 5-12 yrs Clatterbridge 123 w/Barriers 1 EA 7,450.00 $7,450 SwiggleKnots Bridge, w/o Deck Connections DB Only 1 EA 6,775.00 $6,775 The Ascent Rock1 1 EA 6,740.00 $6,740 The Bend Rock1 1 EA 8,840.00 $8,840 The Den Rock1 1 EA 8,840.00 $8,840 GeoPlex Climber 72"Dk 1 EA 1,795.00 $1,795 GeoPlex Ground-To-Deck Double Climber 72"Dk Alum DB 1 EA 4,435.00 $4,435 Deck Link w/Barriers Steel end panels 2 Steps 2 EA 4,530.00 $9,060 DTR PB 7-Post Netplex w/RPL Wood-Grain Accent Panels 1 EA 15,125.00 $15,125 Hexagon Tenderdeck 1 EA 3,245.00 $3,245 Square Tenderdeck 2 EA 1,135.00 $2,270 Tree Stump Transfer Module 48"Dk (DB Only)1 EA 8,115.00 $8,115 Triangular Tenderdeck 1 EA 875.00 $875 DigiFuse Barrier Panel w/Medallions Above Deck 1 EA 2,115.00 $2,115 Animal Tracks Medallion Set Prepared by: OCMI Sheet 33 of 76 Page 444 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park PLAYGROUND AREAS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST DigiFuse Barrier Panel Above Deck 1 EA 1,435.00 $1,435 Custom Artwork/Requires CP Disc Net Climber for 7-Post Mainstructure 1 EA 24,800.00 $24,800 Blender Spinner DB1 1 EA 2,760.00 $2,760 E-Pod Seat 1 EA 340.00 $340 132"Alum Post DB 5 EA 410.00 $2,050 148"Alum Post DB 4 EA 435.00 $1,740 148"Steel Post DB 7 EA 395.00 $2,765 265"Steel Post ,For CoolTopper Single Post Pyramid Roof 2 EA 1,090.00 $2,180 CoolToppers Single Post Pyramid Roof DB Only1 2 EA 3,650.00 $7,300 Alpine Slide 72" Deck DB1 1 EA 4,260.00 $4,260 Freestanding play 5-12 yrs Log Stepper 8"Height DB Only 1 EA 785.00 $785 DTR IND Recycled Board Oak Leaf Wobble Pod DB 1 EA 3,685.00 $3,685 Upcharge CUSTOM DIGIFUSE® PANEL ART 1 EA 615.00 $615 Welcome Sign (LSI Provided) Ages 5-12 years Direct Bury NIC Oodle Swing DB Only1 1 EA 6,055.00 $6,055 Boulders Playground Boulder 1'9 EA 85.00 $765 Playground Boulder 2'9 EA 100.00 $900 Adventure Playground (Logs, boulders, ropes and nets) Log pile 4.1 1 EA 20,150.00 $20,150 Log pile 3.2 1 EA 22,100.00 $22,100 Fossil dig 3 EA 3,369.00 $10,107 Robinia sand desk 1 EA 5,170.00 $5,170 Log stepper 150 - 6" tall 10 EA 1,400.00 $14,000 300 - 12" tall 14 EA 1,550.00 $21,700 450 - 18" tall 13 EA 1,700.00 $22,100 600 - 24" tall 3 EA 1,900.00 $5,700 Boulders Playground Boulder 4'1 EA 325.00 $325 Playground Boulder 3'6 EA 200.00 $1,200 Playground Boulder 2'8 EA 100.00 $800 Standard swing set 1 EA 7,750.00 $7,750 Shell seat swing 1 EA 6,340.00 $6,340 Supernova 1 EA 7,827.82 $7,828 Zip line (sloped)1 EA 16,696.68 $16,697 Shipping 1 LS 59,198.55 $59,199 Installation 1 LS 138,129.95 $138,130 TOTAL - 11 EQUIPMENT $591,986 Prepared by: OCMI Sheet 34 of 76 Page 445 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park LANDSCAPE IRRIGATION Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS $1,277,439 33 UTILITIES NET DIRECT SITE COST $1,277,439 DESIGN CONTINGENCY 2.50%$31,936 SUBTOTAL $1,309,375 ESCALATION TO START 09/2022 4.31%$56,434 SUBTOTAL $1,365,809 GENERAL CONDITIONS/REQUIREMENTS 5.00%$68,290 SUBTOTAL $1,434,099 CONTRACTOR OVERHEAD AND PROFIT 15.00%$215,115 SUBTOTAL $1,649,214 INSURANCE 1.00%$16,492 SUBTOTAL $1,665,707 BONDS: CONTRACTOR 1.00%$16,657 TOTAL SITE COST $1,682,364 SITE SUMMARY Prepared by: OCMI Sheet 35 of 76 Page 446 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park LANDSCAPE IRRIGATION Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Irrigation Mainline Pipe and fittings, PVC C900, including 3"2,917 LF 31.42 $91,642 2-1/2"3,321 LF 28.27 $93,897 2"935 LF 20.62 $19,279 1-1/2"1,026 LF 18.83 $19,320 Irrigation Wiring 12,000 LF 0.80 $9,600 Irrigation Sleeving 381 LF 2.00 $762 Irrigation Conduit 12,000 LF 9.35 $112,200 Remote Control Valves 185 EA 30.00 $5,550 Drip Remote Control Valves 6 EA 30.00 $180 Quick Couplers 59 EA 35.00 $2,065 POC Equipment 2" Reduced Pressure Backflow Preventer 1 EA 2,040.00 $2,040 2" Master Valve 1 EA 561.67 $562 2" Flow Meter 1 EA 920.00 $920 Isolation Valves At Manifolds 65 EA 85.00 $5,525 Isolation Valves At Mainline Branches 21 EA 195.00 $4,095 Relocate existing controller & pedestal assembly 1 EA 11,000.00 $11,000 add Controller within the pedestal New Controller 1 EA 12,000.00 $12,000 Permanent Irrigation 208,505 SF 1.00 $208,505 Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream Head) Permanent Irrigation 176,970 SF 0.85 $150,425 Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream pop up) Landscape Mitigation Area Irrigation 323,165 SF 0.75 $242,374 Above Grade UV Resistant Pipe & Gear Driven Rotor Heads) Landscape Mitigation Area Irrigation 35,688 SF 0.75 $26,766 Above Grade UV Resistant Pipe & Rotar pop Heads) Landscape Mitigation Area Irrigation 76,800 SF 0.60 $46,080 Above Grade UV Resistant Pipe & Rotory stream Heads on fix riser) Landscape Mitigation Area Irrigation 19,645 SF 0.75 $14,734 Above Grade UV Resistant Pipe & Rotory stream Heads ) Sub-Surface Drip Irrigation 17,306 SF 3.00 $51,918 Sub-Surface In-Line Drip Emitter Tubing) Tree Irrigation (2 Bubblers Per Tree)584 EA 250.00 $146,000 TOTAL - 32 EXTERIOR IMPROVEMENTS $1,277,439 Prepared by: OCMI Sheet 36 of 76 Page 447 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park LANDSCAPE PLANTING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS $2,388,057 33 UTILITIES NET DIRECT SITE COST $2,388,057 DESIGN CONTINGENCY 2.50%$59,701 SUBTOTAL $2,447,758 ESCALATION TO START 09/2022 4.31%$105,498 SUBTOTAL $2,553,257 GENERAL CONDITIONS/REQUIREMENTS 5.00%$127,663 SUBTOTAL $2,680,920 CONTRACTOR OVERHEAD AND PROFIT 15.00%$402,138 SUBTOTAL $3,083,058 INSURANCE 1.00%$30,831 SUBTOTAL $3,113,888 BONDS: CONTRACTOR 1.00%$31,139 TOTAL SITE COST $3,145,027 SITE SUMMARY Prepared by: OCMI Sheet 37 of 76 Page 448 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park LANDSCAPE PLANTING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Softscape Trees 15 Gal 106 EA 160.00 $16,960 24" box 186 EA 600.00 $111,600 Shrubs Diegan Coastal Sage Scrub - Non-Compensatory, 1 Gal 9,136 EA 12.00 $109,632 Diegan Coastal Sage Scrub - Non-Compensatory, 5 Gal 158 EA 29.00 $4,582 Diegan Coastal Sage Scrub - Mitigation Area, 1 Gal 11,015 EA 12.00 $132,180 Diegan Coastal Sage Scrub - Mitigation Area, 5 Gal 190 EA 29.00 $5,510 Disturbed Diegan Coastal Sage Scrub, 1 Gal 4,578 EA 12.00 $54,936 Disturbed Diegan Coastal Sage Scrub, 5 Gal 79 EA 29.00 $2,291 Dune Landscape, 4"pot 108 EA 7.00 $756 Dune Landscape, 1 Gal 1,479 EA 12.00 $17,748 Maritime Succulent Scrub, 1 Gal 47,825 EA 12.00 $573,900 Maritime Succulent Scrub - Non-Compensatory, 1 Gal 13,628 EA 10.00 $136,280 Native Meadow, 6" Pot 9,141 EA 10.00 $91,410 Native Meadow, 1 Gal 4,039 EA 12.00 $48,468 Native Grassland, 6" Pot 9,055 EA 10.00 $90,550 Native Grassland, 1 Gal 1,974 EA 12.00 $23,688 Basin & Swale Landscape, 6" Pot 589 EA 10.00 $5,890 Basin & Swale Landscape, 1 Gal 1,937 EA 12.00 $23,244 Riparian Landscape, 6"Pot 1,660 EA 10.00 $16,600 Riparian Landscape, 1 Gal 4,364 EA 12.00 $52,368 Riperian Landscape, 15 Gal 10 EA 160.00 $1,600 Mule Fat Scrub, 1 Gal 2,340 EA 12.00 $28,080 Specialty Gardens & Ornamental Park Landscape, 6" Pot 2,186 EA 10.00 $21,860 Specialty Gardens & Ornamental Park Landscape, 1 Gal 17,291 EA 12.00 $207,492 Specialty Gardens & Ornamental Park Landscape, 5 Gal 92 EA 29.00 $2,668 Mulches Gravel bed, 3" pea gravel over weed blocking fabric 164 CY 102.26 $16,770 Bark Mulch 3" depth 571 CY 85.50 $48,821 Cobble 3" depth, 1"-3" Mexican Beach Pebble,at solar calender plaza over weed blocking fabric 0.50 CY 95.00 $48 Decorative Cobble 3" depth, 6"-9" Mexican Beach Pebble, over weed blocking fabric 8.80 CY 105.00 $924 Landscape Cobble 3" depth, mix: 20% 6"-9",40% 1"-3", 40% 3/4"-1" Mexican Beach Pebble over weed blocking fabric 6-9" Cobble 35 CY 105.00 $3,675 1-3" Cobble 69 CY 95.00 $6,555 3/4"-1" Cobble 69 CY 75.00 $5,175 Boulders 4'x4'x4' Landscape Boulder 15 EA 325.00 $4,875 3'x3'x3' Landscape Boulder 196 EA 200.00 $39,200 2'x2'x2' Landscape Boulder 172 EA 100.00 $17,200 1'x1'x1' Landscape Boulder 28 EA 85.00 $2,380 Prepared by: OCMI Sheet 38 of 76 Page 449 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park LANDSCAPE PLANTING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Miscellaneous Root Barrier - 24" UB 24-2 by DeepRoot 2,573 LF 6.00 $15,438 Maintenance of landscape 180 days Specialty and ornamental Landscape 103,366 SF 0.15 $15,505 Non-Mitigation Park Landscape 416,520 SF 0.15 $62,478 Park Mitigation Areas 376,934 SF 0.15 $56,540 5-Year Maintenance & Establishment Period Mitigation Areas 376,934 SF 0.30 $113,080 Soil tilling 250,000 SF 0.48 $119,100 Soil Leaching (to reduce soil salinity)250,000 SF 0.16 $40,000 Grow-Kill Cycles 250,000 SF 0.16 $40,000 3 Cycles of irrigation and subsequent weed-kill/removal) TOTAL - 32 EXTERIOR IMPROVEMENTS $2,388,057 Prepared by: OCMI Sheet 39 of 76 Page 450 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MAIN PARKING LOT Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($734,779) 33 UTILITIES ($103,489) NET DIRECT SITE COST ($838,268) DESIGN CONTINGENCY 2.50%($20,957) SUBTOTAL ($859,225) ESCALATION TO START 09/2022 4.31%($37,033) SUBTOTAL ($896,257) GENERAL CONDITIONS/REQUIREMENTS 5.00%($44,813) SUBTOTAL ($941,070) CONTRACTOR OVERHEAD AND PROFIT 15.00%($141,161) SUBTOTAL ($1,082,231) INSURANCE 1.00%($10,822) SUBTOTAL ($1,093,053) BONDS: CONTRACTOR 1.00%($10,931) TOTAL SITE COST ($1,103,984) SITE SUMMARY Prepared by: OCMI Sheet 40 of 76 Page 451 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MAIN PARKING LOT Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Pedestrian Concrete paving, 4" nat gray (803)SF 6.10 ($4,899) Scarify & Compact Top 6"(803)SF 0.73 ($586) Vehicular Concrete paving, 7.5" nat gray (775)SF 9.03 ($7,000) Scarify & Compact Top 6"(775)SF 0.73 ($566) Dune Concrete paving, 7.5" vehicular, light blue (131)SF 22.03 ($2,886) Scarify & Compact Top 6"(131)SF 0.73 ($96) Construction joints (398)LF 1.04 ($414) Expansion joints (130)LF 0.81 ($105) Asphaltic concrete paving, 3" heavy duty (20,258)SF 2.22 ($44,973) Base, 8.5"(20,258)SF 3.66 ($74,144) Scarify & Compact Top 12"(20,258)SF 0.73 ($14,788) Asphaltic concrete paving, 4" heavy duty (18,259)SF 5.00 ($91,295) Recycled base 13.5"(18,259)SF 5.02 ($91,660) Scarify & Compact Top 12"(18,259)SF 0.73 ($13,329) Curb (2,956)LF 16.36 ($48,366) Curb ramp concrete (390)SF 12.25 ($4,779) Cross gutter (75)LF 29.47 ($2,210) Concrete mow strip (132)LF 9.20 ($1,214) Driveway Apron (180)SF 8.10 ($1,458) Paving specialties Striped parking stall (76)EA 18.73 ($1,424) ADA symbol, painted (8)EA 100.48 ($804) Pole mounted sign (8)EA 312.74 ($2,502) Cross hatching (373)SF 1.21 ($451) Truncated dome, plastic (176)SF 29.49 ($5,190) Wheel Stops, concrete (8)EA 85.65 ($685) Miscellaneous Stabilized Decomposed Granite, 6"(32,151)SF 5.42 ($174,258) over aggregate base, 9-1/2" Scarify & compact soil base top 12", 95% compacted (32,151)SF 0.73 ($23,470) Trash enclosure Concrete paving slab top cast finish 7.5"thick (116)SF 12.94 ($1,500) Sub-base course 4"(2)CY 85.84 ($184) Scarify & Compact Top 6"(116)SF 0.73 ($85) Concrete curb (25)LF 17.87 ($447) Thickened edge (1)CY 279.50 ($280) Structural steel (1)TON 5,206.18 ($5,206) Metal gate, double 18'wide (1)PR 3,003.52 ($3,004) CMU, split faced filled and reinforced 8"(249)SF 74.61 ($18,579) Continuous footings (5)CY 778.90 ($3,895) Spread footing, assembly (1)CY 638.55 ($639) Corrugated metal roof (183)SF 17.07 ($3,124) Concrete filled, steel bollard (low)(2)EA 785.18 ($1,570) Prepared by: OCMI Sheet 41 of 76 Page 452 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MAIN PARKING LOT Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Softscape Trees 24" box (31)EA 600.00 ($18,600) Specialty Gardens & Ornamental Park Landscape, 6" Pot (143)EA 10.00 ($1,430) Specialty Gardens & Ornamental Park Landscape, 1 Gal (319)EA 12.00 ($3,828) Miscellaneous Gravel bed, 3" pea gravel over weed blocking fabric (69)CY 102.26 ($7,056) Root Barrier - 24" UB 24-2 by DeepRoot (1,295)LF 6.00 ($7,770) Irrigation Sub-Surface Drip Irrigation (7,407)SF 3.00 ($22,221) Sub-Surface In-Line Drip Emitter Tubing) Tree Irrigation (2 Bubblers Per Tree)(62)EA 250.00 ($15,500) Furnishings Safety Bollard (2)EA 685.56 ($1,371) Litter Receptacles (2)EA 2,000.00 ($4,000) Parking rules and regulation Pole mounted sign (3)EA 312.74 ($938) TOTAL - 32 EXTERIOR IMPROVEMENTS ($734,779) 33 UTILITIES Lighting Lighting Fixtures, exterior LED, pole mounted Ouro Arm Mount (Double)(3)EA 2,850.00 ($8,550) Ouro Arm Mount (Single)(6)EA 2,660.00 ($15,960) Ouro Post Top (1)EA 2,996.00 ($2,996) Conduit & Wire (700)LF 16.00 ($11,200) Pull Boxes (1)EA 1,663.20 ($1,663) Future EV charging station Equipment, by others NIC Electrical utility trench, including excavation,(550)LF 75.00 ($41,250) backfill and patch back Ductbank Conduits, PVC 1"(1,000)LF 21.87 ($21,870) TOTAL - 33 UTILITIES ($103,489) Prepared by: OCMI Sheet 42 of 76 Page 453 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park DG LOTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($251,596) 33 UTILITIES ($17,255) NET DIRECT SITE COST ($268,851) DESIGN CONTINGENCY 2.50%($6,721) SUBTOTAL ($275,572) ESCALATION TO START 09/2022 4.31%($11,877) SUBTOTAL ($287,449) GENERAL CONDITIONS/REQUIREMENTS 5.00%($14,372) SUBTOTAL ($301,822) CONTRACTOR OVERHEAD AND PROFIT 15.00%($45,273) SUBTOTAL ($347,095) INSURANCE 1.00%($3,471) SUBTOTAL ($350,566) BONDS: CONTRACTOR 1.00%($3,506) TOTAL SITE COST ($354,072) SITE SUMMARY Prepared by: OCMI Sheet 43 of 76 Page 454 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park DG LOTS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Ancillary Decomposed Granite Parking Lots (2) Hardscape Pedestrian Concrete paving, 4" nat gray (1,365)SF 6.10 ($8,327) Base, 6"(1,365)SF 2.51 ($3,426) Scarify & Compact Top 6"(1,365)SF 0.73 ($996) Ramp, premium (450)SF 12.25 ($5,514) Vehicular Concrete paving, 7.5" nat gray (843)SF 9.03 ($7,614) Base,8.5"(843)SF 3.66 ($3,085) Scarify & Compact Top 6"(843)SF 0.73 ($615) Curb (967)LF 16.36 ($15,822) Construction joints (306)LF 1.04 ($318) Expansion joints (97)LF 0.81 ($79) Paving specialties Stop/Yield Sign (1)EA 322.74 ($323) Striped parking stall (4)EA 18.73 ($75) ADA symbol, painted (4)EA 100.48 ($402) Pole mounted sign (4)EA 312.74 ($1,251) Cross hatching (178)SF 1.21 ($215) Truncated dome, plastic (54)SF 29.49 ($1,592) Miscellaneous Stabilized Decomposed Granite, 6"(28,059)SF 5.42 ($152,080) over aggregate base, 9-1/2" Scarify & compact soil base top 12", 95% compacted (28,059)SF 0.73 ($20,483) Stabilized Decomposed Granite, 4"(5,596)SF 4.52 ($25,294) Scarify & compact soil base top 12", (5,596)SF 0.73 ($4,085) moisture-conditioned 90% TOTAL - 32 EXTERIOR IMPROVEMENTS ($251,596) 33 UTILITIES Lighting Lighting Fixtures, exterior LED, pole mounted Ouro Post Top (2)EA 2,996.00 ($5,992) Conduit & Wire (600)LF 16.00 ($9,600) Pull Boxes (1)EA 1,663.20 ($1,663) TOTAL - 33 UTILITIES ($17,255) Prepared by: OCMI Sheet 44 of 76 Page 455 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park KUMEYAAY TOOL MAKING PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($24,759) 33 UTILITIES NET DIRECT SITE COST ($24,759) DESIGN CONTINGENCY 2.50%($619) SUBTOTAL ($25,378) ESCALATION TO START 09/2022 4.31%($1,094) SUBTOTAL ($26,472) GENERAL CONDITIONS/REQUIREMENTS 5.00%($1,324) SUBTOTAL ($27,795) CONTRACTOR OVERHEAD AND PROFIT 15.00%($4,169) SUBTOTAL ($31,965) INSURANCE 1.00%($320) SUBTOTAL ($32,284) BONDS: CONTRACTOR 1.00%($323) TOTAL SITE COST ($32,607) SITE SUMMARY Prepared by: OCMI Sheet 45 of 76 Page 456 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park KUMEYAAY TOOL MAKING PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Pedestrian Concrete paving, 4" nat gray (1,165)SF 6.10 ($7,107) Scarify & Compact Top 6"(1,165)SF 0.73 ($850) Construction joints (235)LF 1.04 ($244) Expansion joints (111)LF 0.81 ($90) Seat walls & Freestanding Walls Seat wall 18" with one side graphic standard (25)LF 210.00 ($5,250) Continuous footings (3)CY 778.90 ($2,415) Interpretive Signs & Elements (1)EA 4,020.00 ($4,020) Sign Footing, assembly (0.42)CY 639.96 ($269) Softscape Trees 15 Gal (1)EA 160.00 ($160) Shrubs Ornamental Park Landscape, 1 Gal (24)EA 12.00 ($288) Permanent Irrigation (219)SF 0.85 ($186) Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream pop up) Tree Irrigation (2 Bubblers Per Tree)(2)EA 250.00 ($500) Boulders 3'x3'x3' Landscape Boulder (9)EA 200.00 ($1,800) 2'x2'x2' Landscape Boulder (9)EA 100.00 ($900) 1'x1'x1' Landscape Boulder (8)EA 85.00 ($680) TOTAL - 32 EXTERIOR IMPROVEMENTS ($24,759) Prepared by: OCMI Sheet 46 of 76 Page 457 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUNDS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE ($68,121) 04 MASONRY 05 METALS ($64,465) 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION ($27,725) 08 OPENINGS ($12,840) 09 FINISHES ($4,210) 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL ($16,735) 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($43,763) 33 UTILITIES NET DIRECT BUILDING COST ($237,859) DESIGN CONTINGENCY 2.50%($5,946) SUBTOTAL ($243,805) ESCALATION TO START 09/2022 4.31%($10,508) SUBTOTAL ($254,313) GENERAL CONDITIONS/REQUIREMENTS 5.00%($12,716) SUBTOTAL ($267,029) CONTRACTOR OVERHEAD AND PROFIT 15.00%($40,054) SUBTOTAL ($307,084) INSURANCE 1.00%($3,071) SUBTOTAL ($310,154) BONDS: CONTRACTOR 1.00%($3,102) TOTAL BUILDING COST ($313,256) BUILDING SUMMARY Prepared by: OCMI Sheet 47 of 76 Page 458 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUNDS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 03 CONCRETE Steel post pier footing (4)CY 629.96 ($2,520) Matt footing, assembly (26)CY 638.55 ($16,602) Slab on grade Reinforced concrete slab, 4" thick (534)SF 10.43 ($5,571) Sand base course (3)CY 63.65 ($191) Concrete retaining wall, reinforced (853)SF 50.69 ($43,237) TOTAL - 03 CONCRETE ($68,121) 05 METALS Structural steel (2)TON 5,206.18 ($10,412) Galvanized premium, Allowance (1)TON 895.58 ($896) Exposed steel finish, premium (1)TON 488.77 ($489) Roof Metal deck 1-1/2"(630)SF 3.33 ($2,097) Woven wiremesh panels (228)SF 68.29 ($15,571) Parasoleil screen panel system (250)SF 140.00 ($35,000) TOTAL - 05 METALS ($64,465) 07 THERMAL AND MOISTURE PROTECTION Roofing Corrugated metal steel (630)SF 11.10 ($6,991) Fascia (150)LF 14.33 ($2,149) Growing Grounds Shade Shelter (413)SF 45.00 ($18,585) TOTAL - 07 THERMAL AND MOISTURE PROTECTION ($27,725) 08 OPENINGS Exterior doors Hollow metal including frame and hardware Single (2)EA 2,091.13 ($4,182) Roll-up door 10' 0" x 8' 0" high (2)EA 3,061.32 ($6,123) Miscellaneous Closer (2)EA 389.20 ($778) Prepared by: OCMI Sheet 48 of 76 Page 459 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUNDS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Panic hardware (2)EA 878.68 ($1,757) TOTAL - 08 OPENINGS ($12,840) 09 FINISHES Wall Concrete, sealer (1,706)SF 1.58 ($2,700) Floor Concrete, sealer (540)SF 1.58 ($855) Ceiling Paint (540)SF 1.21 ($655) TOTAL - 09 FINISHES ($4,210) 26 ELECTRICAL Service and distribution, Growing Ground Maintenance Equipment shade Normal power Panel board (1)EA 3,400.00 ($3,400) Building feeder (1)LS 500.00 ($500) Building grounding system (1)LS 500.00 ($500) Lighting system Lighting control (1)LS 500.00 ($500) Fixtures, LED Industrial strip (3)EA 550.00 ($1,650) Junction box (1)EA 46.17 ($46) Light switch, Three way (2)EA 92.61 ($185) Occupancy sensor (1)EA 197.22 ($197) Conduit and wire (315)LF 9.61 ($3,027) Convenience power Receptacles Duplex (3)EA 103.87 ($312) Special receptacle (5)EA 337.39 ($1,687) Junction box (1)EA 46.17 ($46) Conduit and wire (450)LF 9.61 ($4,325) Miscellaneous including seismic bracing, identification and fire stop (600)SF 0.60 ($360) TOTAL - 26 ELECTRICAL ($16,735) 32 EXTERIOR IMPROVEMENTS Prepared by: OCMI Sheet 49 of 76 Page 460 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROWING GROUNDS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Hardscape Vehicular Concrete paving, 7.5" nat gray (636)SF 9.03 ($5,744) Scarify & Compact Top 6"(636)SF 0.73 ($464) Construction joints (86)LF 1.04 ($89) Expansion joints (43)LF 0.81 ($35) Stabilized Decomposed Granite, 4"(3,488)SF 4.52 ($15,766) Scarify & compact soil base top 12", (3,488)SF 0.73 ($2,546) Fences and gates Growing ground fencing, with windscreen (195)LF 85.00 ($16,575) Fence Footing, assembly (2.1)CY 629.96 ($1,323) Growing ground gate, double (1)EA 1,221.28 ($1,221) TOTAL - 32 EXTERIOR IMPROVEMENTS ($43,763) Prepared by: OCMI Sheet 50 of 76 Page 461 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROUP EDUCATION RING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($4,750) 33 UTILITIES ($7,796) NET DIRECT SITE COST ($12,546) DESIGN CONTINGENCY 2.50%($314) SUBTOTAL ($12,860) ESCALATION TO START 09/2022 4.31%($554) SUBTOTAL ($13,414) GENERAL CONDITIONS/REQUIREMENTS 5.00%($671) SUBTOTAL ($14,085) CONTRACTOR OVERHEAD AND PROFIT 15.00%($2,113) SUBTOTAL ($16,197) INSURANCE 1.00%($162) SUBTOTAL ($16,359) BONDS: CONTRACTOR 1.00%($164) TOTAL SITE COST ($16,523) SITE SUMMARY Prepared by: OCMI Sheet 51 of 76 Page 462 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROUP EDUCATION RING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Dune Concrete paving, 4" pedestrian, integral color (1,706)SF 10.10 $50,721 Scarify & Compact Top 6"(1,706)SF 0.73 $3,665 Dune Concrete paving, 7.5" vehicular (273)SF 22.03 ($6,015) Scarify & Compact Top 6"(273)SF 0.73 ($199) Construction joints (284)LF 1.04 ($295) Expansion joints (153)LF 0.81 ($124) Miscellaneous Stabilized Decomposed Granite, 4"(491)SF 4.52 ($2,219) Scarify & compact soil base top 12", (491)SF 0.73 ($358) moisture-conditioned 90% Interpretive Signs & Elements (2)EA 4,020.00 ($8,040) Sign Footing, assembly (0.83)CY 639.96 ($531) Snake Warning Sign (1)EA 150.00 ($150) Boulder seating (32)LF 250.00 ($8,000) Boulders 3'x3'x3' Landscape Boulder (18)EA 200.00 ($3,600) 2'x2'x2' Landscape Boulder (15)EA 100.00 ($1,500) 1'x1'x1' Landscape Boulder (4)EA 85.00 ($340) Stepping stone, P-38/LC18 (9)EA 700.00 ($6,300) Softscape Trees 24" box (2)EA 600.00 ($1,200) 15 Gal (7)EA 160.00 ($1,120) Shrubs Specialty Gardens & Ornamental Park Landscape, 1 Gal (480)EA 12.00 ($5,760) Permanent Irrigation (1,640)SF 0.85 ($1,394) Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream pop up) Sub-Surface Drip Irrigation (340)SF 3.00 ($1,020) Sub-Surface In-Line Drip Emitter Tubing) Tree Irrigation (2 Bubblers Per Tree)(18)EA 250.00 ($4,500) Bark Mulch 3" depth (18)CY 85.50 ($1,539) Root Barrier - 24" UB 24-2 by DeepRoot (82)LF 6.00 ($492) Boulders 3'x3'x3' Landscape Boulder (18)EA 200.00 ($3,600) 2'x2'x2' Landscape Boulder (5)EA 100.00 ($500) 1'x1'x1' Landscape Boulder (4)EA 85.00 ($340) TOTAL - 32 EXTERIOR IMPROVEMENTS ($4,750) 33 UTILITIES Lighting Prepared by: OCMI Sheet 52 of 76 Page 463 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park GROUP EDUCATION RING Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Lighting Fixtures, exterior LED, pole mounted Ouro Post Top (1)EA 2,996.00 ($2,996) Conduit & Wire (300)LF 16.00 ($4,800) TOTAL - 33 UTILITIES ($7,796) Prepared by: OCMI Sheet 53 of 76 Page 464 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MEADOW ARRIVAL ENTRY PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($221,986) 33 UTILITIES NET DIRECT SITE COST ($221,986) DESIGN CONTINGENCY 2.50%($5,550) SUBTOTAL ($227,536) ESCALATION TO START 09/2022 4.31%($9,807) SUBTOTAL ($237,342) GENERAL CONDITIONS/REQUIREMENTS 5.00%($11,867) SUBTOTAL ($249,210) CONTRACTOR OVERHEAD AND PROFIT 15.00%($37,381) SUBTOTAL ($286,591) INSURANCE 1.00%($2,866) SUBTOTAL ($289,457) BONDS: CONTRACTOR 1.00%($2,895) TOTAL SITE COST ($292,351) SITE SUMMARY Prepared by: OCMI Sheet 54 of 76 Page 465 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MEADOW ARRIVAL ENTRY PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Dune Concrete paving, 4" pedestrian, integral color (940)SF 10.10 ($9,496) Scarify & Compact Top 6"(940)SF 0.73 ($686) Kailua Concrete paving, 4", integral color (823)SF 18.10 ($14,897) Scarify & Compact Top 6"(823)SF 0.73 ($601) Concrete paving, 4", seeded aggregate (362)SF 9.62 ($3,482) Scarify & Compact Top 6"(362)SF 0.73 ($264) Construction joints (629)LF 1.04 ($654) Expansion joints (429)LF 0.81 ($347) Stabilized Decomposed Granite, 4"(95)SF 4.52 ($429) Scarify & compact soil base top 12", (95)SF 0.73 ($69) moisture-conditioned 90% Seat walls & Freestanding Walls Seat wall 24" with one side graphic (73)LF 250.00 ($18,250) Continuous footings (9)CY 778.90 ($7,010) Meadow Arrival Plaza Shade Shelters (775)SF 160.00 ($124,000) Footing, assembly (17)CY 629.96 ($10,709) Boulders 3'x3'x3' Landscape Boulder (22)EA 200.00 ($4,400) 2'x2'x2' Landscape Boulder (24)EA 100.00 ($2,400) 1'x1'x1' Landscape Boulder (2)EA 85.00 ($170) Primary regulatory sign (1)EA 312.74 ($313) Interpretive Signs & Elements (1)EA 4,020.00 ($4,020) Sign Footing, assembly (0.42)CY 639.96 ($269) Litter Receptacles (2)EA 2,000.00 ($4,000) Softscape Trees 15 Gal (2)EA 160.00 ($320) 24" box (2)EA 600.00 ($1,200) Shrubs Specialty Gardens & Ornamental Park Landscape, 1 Gal (190)EA 12.00 ($2,280) Sub-Surface Drip Irrigation (416)SF 3.00 ($1,248) Sub-Surface In-Line Drip Emitter Tubing) Tree Irrigation (2 Bubblers Per Tree)(8)EA 250.00 ($2,000) Miscellaneous Bark Mulch 3" depth (4)CY 85.50 ($342) Root Barrier - 24" UB 24-2 by DeepRoot (160)LF 6.00 ($960) Boulders 3'x3'x3' Landscape Boulder (23)EA 200.00 ($4,600) 2'x2'x2' Landscape Boulder (24)EA 100.00 ($2,400) 1'x1'x1' Landscape Boulder (2)EA 85.00 ($170) TOTAL - 32 EXTERIOR IMPROVEMENTS ($221,986) Prepared by: OCMI Sheet 55 of 76 Page 466 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park TIMELINE PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($205,743) 33 UTILITIES NET DIRECT SITE COST ($205,743) DESIGN CONTINGENCY 2.50%($5,144) SUBTOTAL ($210,887) ESCALATION TO START 09/2022 4.31%($9,089) SUBTOTAL ($219,976) GENERAL CONDITIONS/REQUIREMENTS 5.00%($10,999) SUBTOTAL ($230,975) CONTRACTOR OVERHEAD AND PROFIT 15.00%($34,646) SUBTOTAL ($265,621) INSURANCE 1.00%($2,656) SUBTOTAL ($268,277) BONDS: CONTRACTOR 1.00%($2,683) TOTAL SITE COST ($270,960) SITE SUMMARY Prepared by: OCMI Sheet 56 of 76 Page 467 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park TIMELINE PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Kailua Concrete paving, 4", integral color (682)SF 18.10 ($12,345) Scarify & Compact Top 6"(682)SF 0.73 ($498) Dune Concrete paving, 4" pedestrian, integral color (1,246)SF 10.10 ($12,587) Scarify & Compact Top 6"(1,246)SF 0.73 ($910) Concrete paving, 4", seeded aggregate (619)SF 9.62 ($5,954) Scarify & Compact Top 6"(619)SF 0.73 ($452) Construction joints (479)LF 1.04 ($498) Expansion joints (256)LF 0.81 ($207) Medallion etched logo (10.6)SF 125.00 ($1,325) Interpretive Signs & Elements (1)EA 4,020.00 ($4,020) Sign Footing, assembly (0.60)CY 639.96 ($384) P10 Park Trail Map Sign (1)EA 312.74 ($313) R6 Bayshore Bikeway Loop Sign (1)EA 312.74 ($313) Fragment wall at Timeline plaza Dry stack rubble stone masonry wall (584)SF 18.00 ($10,512) Column Footing, assembly (4)CY 629.96 ($2,520) Compacted subgrade (219)SF 0.73 ($160) 12"Steel lettering 3/8"thk.(70)EA 1,000.00 ($70,000) Lettering tube pipe support, Allowance (1)LS 10,000.00 ($10,000) Softscape Specialty Gardens & Ornamental Park Landscape, 6" Pot (5,641)EA 10.00 ($56,410) Specialty Gardens & Ornamental Park Landscape, 1 Gal (189)EA 12.00 ($2,268) Sub-Surface Drip Irrigation (4,689)SF 3.00 ($14,067) Sub-Surface In-Line Drip Emitter Tubing) TOTAL - 32 EXTERIOR IMPROVEMENTS ($205,743) Prepared by: OCMI Sheet 57 of 76 Page 468 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park SOLAR CALENDAR PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($77,904) 33 UTILITIES NET DIRECT SITE COST ($77,904) DESIGN CONTINGENCY 2.50%($1,948) SUBTOTAL ($79,852) ESCALATION TO START 09/2022 4.31%($3,442) SUBTOTAL ($83,293) GENERAL CONDITIONS/REQUIREMENTS 5.00%($4,165) SUBTOTAL ($87,458) CONTRACTOR OVERHEAD AND PROFIT 15.00%($13,119) SUBTOTAL ($100,577) INSURANCE 1.00%($1,006) SUBTOTAL ($101,582) BONDS: CONTRACTOR 1.00%($1,016) TOTAL SITE COST ($102,598) SITE SUMMARY Prepared by: OCMI Sheet 58 of 76 Page 469 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park SOLAR CALENDAR PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Dune Concrete paving, 4",pedes., int. color as lithocrete (2,091)SF 20.10 ($42,030) Scarify & Compact Top 6"(2,091)SF 0.73 ($1,526) Kailua Concrete paving, 4", integral color as lithocrete (484)SF 18.10 ($8,761) Scarify & Compact Top 6"(484)SF 0.73 ($353) Construction joints (568)LF 1.04 ($591) Expansion joints (154)LF 0.81 ($125) Metal banding in concrete at Restroom (263)LF 9.76 ($2,567) 4" tall etched lettering in concrete (208)EA 50.00 ($10,400) Seat walls & Freestanding Walls Seat wall 18" special (27)LF 200.00 ($5,400) Continuous footings (2.70)CY 778.90 ($2,103) Miscellaneous Cobble 3" depth, 1"-3" Mexican Beach Pebble,at solar calender plaza over weed blocking fabric (0.50)CY 95.00 ($48) Litter Receptacles (2)EA 2,000.00 ($4,000) TOTAL - 32 EXTERIOR IMPROVEMENTS ($77,904) Prepared by: OCMI Sheet 59 of 76 Page 470 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MAP PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($43,302) 33 UTILITIES NET DIRECT SITE COST ($43,302) DESIGN CONTINGENCY 2.50%($1,083) SUBTOTAL ($44,385) ESCALATION TO START 09/2022 4.31%($1,913) SUBTOTAL ($46,298) GENERAL CONDITIONS/REQUIREMENTS 5.00%($2,315) SUBTOTAL ($48,612) CONTRACTOR OVERHEAD AND PROFIT 15.00%($7,292) SUBTOTAL ($55,904) INSURANCE 1.00%($559) SUBTOTAL ($56,463) BONDS: CONTRACTOR 1.00%($565) TOTAL SITE COST ($57,028) SITE SUMMARY Prepared by: OCMI Sheet 60 of 76 Page 471 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park MAP PLAZA Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Dune Concrete paving, 4" pedestrian, integral color (707)SF 10.10 ($7,142) Scarify & Compact Top 6"(707)SF 0.73 ($516) Construction joints (238)LF 1.04 ($248) Expansion joints (83)LF 0.81 ($67) Bench (With Back & Center Armrest)(2)EA 1,500.00 ($3,000) Map plaza lithochromatic chemstain (300)SF 6.00 ($1,800) Map Plaza - bronze lettering (97)EA 75.00 ($7,275) Solar plinth (4)EA 3,200.00 ($12,800) Solar plinth footings (3)CY 629.96 ($1,890) Interpretive Signs & Elements (1)EA 4,020.00 ($4,020) Sign Footing, assembly (0.42)CY 639.96 ($269) Boulders 4'x4'x4' Landscape Boulder (7)EA 325.00 ($2,275) 3'x3'x3' Landscape Boulder (10)EA 200.00 ($2,000) TOTAL - 32 EXTERIOR IMPROVEMENTS ($43,302) Prepared by: OCMI Sheet 61 of 76 Page 472 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park NATURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($782,475) 33 UTILITIES NET DIRECT SITE COST ($782,475) DESIGN CONTINGENCY 2.50%($19,562) SUBTOTAL ($802,037) ESCALATION TO START 09/2022 4.31%($34,568) SUBTOTAL ($836,605) GENERAL CONDITIONS/REQUIREMENTS 5.00%($41,830) SUBTOTAL ($878,435) CONTRACTOR OVERHEAD AND PROFIT 15.00%($131,765) SUBTOTAL ($1,010,200) INSURANCE 1.00%($10,102) SUBTOTAL ($1,020,302) BONDS: CONTRACTOR 1.00%($10,203) TOTAL SITE COST ($1,030,505) SITE SUMMARY Prepared by: OCMI Sheet 62 of 76 Page 473 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park NATURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Pedestrian Concrete paving, 4" nat gray (870)SF 6.10 ($5,307) Scarify & Compact Top 6"(870)SF 0.73 ($635) Construction joints (122)LF 1.04 ($127) Expansion joints (52)LF 0.81 ($42) Concrete Curb at Playground 12"(641)LF 30.87 ($19,788) PIP Rubberized Surfacing with aliphatic binder (12,818)SF 13.02 ($166,890) Over pedestrian thickness natural gray concrete (12,818)SF 6.18 ($79,246) Base, 6"(12,818)SF 2.51 ($32,173) Area Drains beneath PIP, slope PIP concrete (1)LS 6,000.00 ($6,000) Thickened edge (3.33)CY 279.50 ($931) Seat walls & Freestanding Walls Seat wall 18" with one side graphic (70)LF 210.00 ($14,700) Continuous footings (8.2)CY 778.90 ($6,387) Interpretive Signs & Elements (1)EA 4,020.00 ($4,020) Sign Footing, assembly (0.42)CY 639.96 ($269) Playground Rules Sign (1)EA 312.74 ($313) Fences and gates Playground planting fencing (rope and post )(839)LF 15.00 ($12,585) Softscape Trees 24" box (6)EA 600.00 ($3,600) 15 Gal (3)EA 160.00 ($480) Shrubs Specialty Gardens & Ornamental Park Landscape, 6" Pot (162)EA 10.00 ($1,620) Specialty Gardens & Ornamental Park Landscape, 1 Gal (159)EA 12.00 ($1,908) Irrigation Permanent Irrigation (1,119)SF 0.85 ($951) Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream pop up) Sub-Surface Drip Irrigation (1,172)SF 3.00 ($3,516) Sub-Surface In-Line Drip Emitter Tubing) Tree Irrigation (2 Bubblers Per Tree)(18)EA 250.00 ($4,500) Miscellaneous Root Barrier - 24" UB 24-2 by DeepRoot (338)LF 6.00 ($2,028) Nature Playground equipment Playbooster 2-5 yrs Ramp Deck Extension DB, 16"Dk (2)EA 805.00 ($1,610) Mushroom Stepper 40"Deck (1)EA 5,490.00 ($5,490) w/2 Recycled Wood-Grain Handholds Kick Plate 8"Rise (1)EA 130.00 ($130) Square Deck Extension (1)EA 1,085.00 ($1,085) Square Tenderdeck (1)EA 1,135.00 ($1,135) Prepared by: OCMI Sheet 63 of 76 Page 474 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park NATURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Tree Stump Transfer Module, 2-5yrs 48"Dk (DB Only)(1)EA 8,115.00 ($8,115) Triangular Tenderdeck (1)EA 875.00 ($875) DigiFuse Barrier Panel, Above Dec (1)EA 1,435.00 ($1,435) Marble Panel Above Deck (1)EA 2,590.00 ($2,590) Recycled Wood-Grain Lumber Panel (1)EA 1,365.00 ($1,365) Storefront Panel (1)EA 690.00 ($690) 116"Alum Post DB (3)EA 340.00 ($1,020) 124"Alum Post DB (3)EA 395.00 ($1,185) 233"Steel Post,For CoolTopper Single Post Pyramid Roof (1)EA 1,015.00 ($1,015) 84"Alum Post DB (4)EA 300.00 ($1,200) CoolToppers Single Post Pyramid Roof DB Only (1)EA 3,650.00 ($3,650) Double Slide 40"Dk DB (2)EA 2,280.00 ($4,560) Rollerslide 56"Dk DB (1)EA 10,495.00 ($10,495) Single Slide 48"Dk DB (1)EA 1,730.00 ($1,730) Freestanding play 2-5 yrs Set of 30 TRI-HANDHOLD HANDGRIPS (1)EA 1,900.00 ($1,900) Upcharge CUSTOM DIGIFUSE® PANEL (1)EA 615.00 ($615) OmniSpin Spinner Surface Mount1 (1)EA 9,040.00 ($9,040) We-saw DB Only1 (1)EA 11,730.00 ($11,730) Cozy Dome DB (1)EA 4,895.00 ($4,895) Log Crawl Tunnel DB Only1 (1)EA 7,020.00 ($7,020) Welcome Sign (LSI Provided) Ages 2-5 years Direct Bury NIC Playbooster 5-12 yrs Clatterbridge 123 w/Barriers (1)EA 7,450.00 ($7,450) SwiggleKnots Bridge, w/o Deck Connections DB Only (1)EA 6,775.00 ($6,775) The Ascent Rock1 (1)EA 6,740.00 ($6,740) The Bend Rock1 (1)EA 8,840.00 ($8,840) The Den Rock1 (1)EA 8,840.00 ($8,840) GeoPlex Climber 72"Dk (1)EA 1,795.00 ($1,795) GeoPlex Ground-To-Deck Double Climber 72"Dk Alum DB (1)EA 4,435.00 ($4,435) Deck Link w/Barriers Steel end panels 2 Steps (2)EA 4,530.00 ($9,060) DTR PB 7-Post Netplex w/RPL Wood-Grain Accent Panels (1)EA 15,125.00 ($15,125) Hexagon Tenderdeck (1)EA 3,245.00 ($3,245) Square Tenderdeck (2)EA 1,135.00 ($2,270) Tree Stump Transfer Module 48"Dk (DB Only)(1)EA 8,115.00 ($8,115) Triangular Tenderdeck (1)EA 875.00 ($875) DigiFuse Barrier Panel w/Medallions Above Deck (1)EA 2,115.00 ($2,115) Animal Tracks Medallion Set DigiFuse Barrier Panel Above Deck (1)EA 1,435.00 ($1,435) Custom Artwork/Requires CP Disc Net Climber for 7-Post Mainstructure (1)EA 24,800.00 ($24,800) Blender Spinner DB1 (1)EA 2,760.00 ($2,760) E-Pod Seat (1)EA 340.00 ($340) 132"Alum Post DB (5)EA 410.00 ($2,050) 148"Alum Post DB (4)EA 435.00 ($1,740) 148"Steel Post DB (7)EA 395.00 ($2,765) 265"Steel Post ,For CoolTopper Single Post Pyramid Roof (2)EA 1,090.00 ($2,180) Prepared by: OCMI Sheet 64 of 76 Page 475 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park NATURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST CoolToppers Single Post Pyramid Roof DB Only1 (2)EA 3,650.00 ($7,300) Alpine Slide 72" Deck DB1 (1)EA 4,260.00 ($4,260) Freestanding play 5-12 yrs Log Stepper 8"Height DB Only (1)EA 785.00 ($785) DTR IND Recycled Board Oak Leaf Wobble Pod DB (1)EA 3,685.00 ($3,685) Upcharge CUSTOM DIGIFUSE® PANEL ART (1)EA 615.00 ($615) Welcome Sign (LSI Provided) Ages 5-12 years Direct Bury NIC Oodle Swing DB Only1 (1)EA 6,055.00 ($6,055) Boulders Playground Boulder 1'(9)EA 85.00 ($765) Playground Boulder 2'(9)EA 100.00 ($900) Standard swing set (1)EA 7,750.00 ($7,750) Shell seat swing (1)EA 6,340.00 ($6,340) Supernova (1)EA 7,827.82 ($7,828) Zip line (sloped)(1)EA 16,696.68 ($16,697) Shipping (1)LS 42,946.20 ($42,946) Installation (1)LS 100,207.80 ($100,208) TOTAL - 32 EXTERIOR IMPROVEMENTS ($782,475) Prepared by: OCMI Sheet 65 of 76 Page 476 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park ADVENTURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($249,519) 33 UTILITIES NET DIRECT SITE COST ($249,519) DESIGN CONTINGENCY 2.50%($6,238) SUBTOTAL ($255,757) ESCALATION TO START 09/2022 4.31%($11,023) SUBTOTAL ($266,780) GENERAL CONDITIONS/REQUIREMENTS 5.00%($13,339) SUBTOTAL ($280,119) CONTRACTOR OVERHEAD AND PROFIT 15.00%($42,018) SUBTOTAL ($322,137) INSURANCE 1.00%($3,221) SUBTOTAL ($325,358) BONDS: CONTRACTOR 1.00%($3,254) TOTAL SITE COST ($328,612) SITE SUMMARY Prepared by: OCMI Sheet 66 of 76 Page 477 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park ADVENTURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Seat walls & Freestanding Walls Seat wall 18" with one side graphic (15)LF 210.00 ($3,150) Continuous footings (1.75)CY 778.90 ($1,363) PIP Rubberized Surfacing with aliphatic binder (530)SF 13.02 ($6,901) Over pedestrian thickness natural gray concrete (530)SF 6.18 ($3,277) Scarify & Compact Top 12"(530)SF 0.73 ($387) Area Drains beneath PIP, slope PIP concrete (1)LS 4,000.00 ($4,000) PIP Rubberized Surfacing Taper (82)LF 10.00 ($820) Concrete thickened edge at Playground (0.88)CY 279.50 ($246) Fences and gates Playground planting fencing (rope and post )(217)LF 15.00 ($3,255) Miscellaneous Sand Surfacing (playground) 4" depth (11.5)CY 136.53 ($1,570) Sand Surfacing (playground) 12" depth (137.2)CY 136.53 ($18,732) 95% Compacted subgrade 12"(4,636)SF 0.73 ($3,384) Filter fabric (4,636)SF 1.00 ($4,636) Perforated drain, bedding and filter fabric (126)LF 34.64 ($4,364) Adventure Playground (Logs, boulders, ropes and nets) Fossil dig (3)EA 3,369.00 ($10,107) Log pile 3.2 (1)EA 22,100.00 ($22,100) Log pile 4.1 (1)EA 20,150.00 ($20,150) Log stepper 150 - 6" tall (10)EA 1,400.00 ($14,000) 300 - 12" tall (14)EA 1,550.00 ($21,700) 450 - 18" tall (13)EA 1,700.00 ($22,100) 600 - 24" tall (3)EA 1,900.00 ($5,700) Robinia sand desk (1)EA 5,170.00 ($5,170) Playground Boulder 4'(1)EA 325.00 ($325) Playground Boulder 3'(6)EA 200.00 ($1,200) Playground Boulder 2'(8)EA 100.00 ($800) Shipping (1)LS 18,502.80 ($18,503) Installation (1)LS 43,173.20 ($43,173) Softscape Trees 24" box (3)EA 600.00 ($1,800) Shrubs Specialty Gardens & Ornamental Park Landscape, 1 Gal (205)EA 12.00 ($2,460) Sub-Surface Drip Irrigation (722)SF 3.00 ($2,166) Sub-Surface In-Line Drip Emitter Tubing) Tree Irrigation (2 Bubblers Per Tree)(6)EA 250.00 ($1,500) Prepared by: OCMI Sheet 67 of 76 Page 478 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park ADVENTURE PLAYGROUND Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST Root Barrier - 24" UB 24-2 by DeepRoot (80)LF 6.00 ($480) TOTAL - 32 EXTERIOR IMPROVEMENTS ($249,519) Prepared by: OCMI Sheet 68 of 76 Page 479 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park WILDLIFE BLINDS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($81,807) 33 UTILITIES NET DIRECT SITE COST ($81,807) DESIGN CONTINGENCY 2.50%($2,045) SUBTOTAL ($83,852) ESCALATION TO START 09/2022 4.31%($3,614) SUBTOTAL ($87,466) GENERAL CONDITIONS/REQUIREMENTS 5.00%($4,373) SUBTOTAL ($91,840) CONTRACTOR OVERHEAD AND PROFIT 15.00%($13,776) SUBTOTAL ($105,615) INSURANCE 1.00%($1,056) SUBTOTAL ($106,672) BONDS: CONTRACTOR 1.00%($1,067) TOTAL SITE COST ($107,738) SITE SUMMARY Prepared by: OCMI Sheet 69 of 76 Page 480 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park WILDLIFE BLINDS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Stabilized Decomposed Granite, 4"(3,271)SF 4.52 ($14,785) Scarify & compact soil base top 12", (3,271)SF 0.73 ($2,388) moisture-conditioned 90% Wildlife Blind (408)SF 65.00 ($26,520) Approximately 6'x35' laser cut galvanized steel screen) Continuous footings (9)CY 778.90 ($7,010) Composite Bench (2)EA 2,500.00 ($5,000) Fences and gates Mitigation Area fencing, 4x4 square pressure treated posts (690)LF 15.41 ($10,633) Wood Posts At 6' O.C. With Stainless Steel Cable) Interpretive Signs & Elements (2)EA 4,020.00 ($8,040) Sign Footing, assembly (0.83)CY 639.96 ($531) Softscape Trees 15 Gal (10)EA 160.00 ($1,600) Tree Irrigation (2 Bubblers Per Tree)(20)EA 250.00 ($5,000) Boulders 3'x3'x3' Landscape Boulder (1)EA 200.00 ($200) 2'x2'x2' Landscape Boulder (1)EA 100.00 ($100) TOTAL - 32 EXTERIOR IMPROVEMENTS ($81,807) Prepared by: OCMI Sheet 70 of 76 Page 481 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park BOARDWALK Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($119,336) 33 UTILITIES NET DIRECT SITE COST ($119,336) DESIGN CONTINGENCY 2.50%($2,983) SUBTOTAL ($122,319) ESCALATION TO START 09/2022 4.31%($5,272) SUBTOTAL ($127,591) GENERAL CONDITIONS/REQUIREMENTS 5.00%($6,380) SUBTOTAL ($133,971) CONTRACTOR OVERHEAD AND PROFIT 15.00%($20,096) SUBTOTAL ($154,067) INSURANCE 1.00%($1,541) SUBTOTAL ($155,607) BONDS: CONTRACTOR 1.00%($1,556) TOTAL SITE COST ($157,163) SITE SUMMARY Prepared by: OCMI Sheet 71 of 76 Page 482 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park BOARDWALK Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Boardwalk (1,631)SF 70.00 ($114,170) Footing, assembly (8.20)CY 629.96 ($5,166) TOTAL - 32 EXTERIOR IMPROVEMENTS ($119,336) Prepared by: OCMI Sheet 72 of 76 Page 483 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park SPECIALTY GARDENS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($92,419) 33 UTILITIES NET DIRECT SITE COST ($92,419) DESIGN CONTINGENCY 2.50%($2,310) SUBTOTAL ($94,729) ESCALATION TO START 09/2022 4.31%($4,083) SUBTOTAL ($98,812) GENERAL CONDITIONS/REQUIREMENTS 5.00%($4,941) SUBTOTAL ($103,753) CONTRACTOR OVERHEAD AND PROFIT 15.00%($15,563) SUBTOTAL ($119,316) INSURANCE 1.00%($1,193) SUBTOTAL ($120,509) BONDS: CONTRACTOR 1.00%($1,205) TOTAL SITE COST ($121,714) SITE SUMMARY Prepared by: OCMI Sheet 73 of 76 Page 484 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park SPECIALTY GARDENS Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Miscellaneous Decorative Cobble 3" depth, 6"-9" Mexican Beach Pebble, over weed blocking fabric (9)CY 105.00 ($945) Stabilized Decomposed Granite, 4"(2,494)SF 4.52 ($11,273) Scarify & compact soil base top 12", (2,494)SF 0.73 ($1,821) moisture-conditioned 90% Interpretive Signs & Elements (2)EA 4,020.00 ($8,040) Sign Footing, assembly (0.83)CY 639.96 ($531) Boulders 4'x4'x4' Landscape Boulder (2)EA 325.00 ($650) 3'x3'x3' Landscape Boulder (12)EA 200.00 ($2,400) 2'x2'x2' Landscape Boulder (12)EA 100.00 ($1,200) 1'x1'x1' Landscape Boulder (1)EA 85.00 ($85) Softscape Trees 24" box (6)EA 600.00 ($3,600) 15 Gal (2)EA 160.00 ($320) Shrubs Specialty Gardens & Ornamental Park Landscape, 1 Gal (2,254)EA 12.00 ($27,048) Specialty Gardens & Ornamental Park Landscape, 5 Gal (61)EA 29.00 ($1,769) Maritime Succulent Scrub, 1 Gal (1,258)EA 12.00 ($15,096) Irrigation Permanent Irrigation (0)SF 1.00 Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream Head) Permanent Irrigation (16,048)SF 0.85 ($13,641) Below Grade Pipe & High Efficiency Rotary Nozzle Heads )( Below Grade Pipe, 12" Pop-up Rotating Stream pop up) Tree Irrigation (2 Bubblers Per Tree)(16)EA 250.00 ($4,000) TOTAL - 32 EXTERIOR IMPROVEMENTS ($92,419) Prepared by: OCMI Sheet 74 of 76 Page 485 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park CHANNEL OVERLOOK Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 ELEMENT TOTAL COST 01 GENERAL REQUIREMENTS 02 EXISTING CONDITIONS 03 CONCRETE 04 MASONRY 05 METALS 06 WOOD, PLASTICS, AND COMPOSITES 07 THERMAL AND MOISTURE PROTECTION 08 OPENINGS 09 FINISHES 10 SPECIALTIES 11 EQUIPMENT 12 FURNISHINGS 13 SPECIAL CONSTRUCTION 14 CONVEYING EQUIPMENT 21 FIRE SUPPRESSION 22 PLUMBING 23 HEATING, VENTILATING, AND AIR CONDITIONING 26 ELECTRICAL 27 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SECURITY 31 EARTHWORK 32 EXTERIOR IMPROVEMENTS ($48,162) 33 UTILITIES NET DIRECT SITE COST ($48,162) DESIGN CONTINGENCY 2.50%($1,204) SUBTOTAL ($49,366) ESCALATION TO START 09/2022 4.31%($2,128) SUBTOTAL ($51,494) GENERAL CONDITIONS/REQUIREMENTS 5.00%($2,575) SUBTOTAL ($54,068) CONTRACTOR OVERHEAD AND PROFIT 15.00%($8,110) SUBTOTAL ($62,179) INSURANCE 1.00%($622) SUBTOTAL ($62,800) BONDS: CONTRACTOR 1.00%($628) TOTAL SITE COST ($63,428) SITE SUMMARY Prepared by: OCMI Sheet 75 of 76 Page 486 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CVB Sweetwater Park CHANNEL OVERLOOK Chula Vista, CA 60% CONSTRUCTION DOCUMENT COST ESTIMATE OCMI JOB #: 19041.001 | 25 January 2022 DESCRIPTION QUANTITY UNIT UNIT RATE ESTIMATED COST 32 EXTERIOR IMPROVEMENTS Hardscape Stabilized Decomposed Granite, 4"(227)SF 4.52 ($1,026) Scarify & compact soil base top 12", (227)SF 0.73 ($166) moisture-conditioned 90% Overlook Platform Overlook Platform - Guardrail (46)LF 297.65 ($13,692) CIP concrete seat wall (27)LF 225.00 ($6,075) Continuous footings, Allowance (2.19)CY 759.84 ($1,664) CIP Concrete wall 8"(305)SF 52.23 ($15,931) Continuous footings, Allowance (7)CY 759.84 ($5,319) Interpretive Signs & Elements (1)EA 4,020.00 ($4,020) Sign Footing, assembly (0.42)CY 639.96 ($269) TOTAL - 32 EXTERIOR IMPROVEMENTS ($48,162) Prepared by: OCMI Sheet 76 of 76 Page 487 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda E-1 4825-3218-1203/024036-0079 Exhibit E Construction Requirements 1. GENERALLY. DEVELOPER SHALL COMPLY WITH THE PROVISIONS OF THIS EXHIBIT E AS FOR THE CONVENTION CENTER AND DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS (AS APPLICABLE), THAT CERTAIN DISTRICT CONDITIONAL PROJECT APPROVAL DATED MAY 3, 2022 FILED IN THE OFFICE OF THE DISTRICT CLERK AS DOCUMENT NO. 74083 (“DCPA”), AND THE PROVISIONS OF THE PROJECT IMPLEMENTATION AGREEMENT IN CONNECTION WITH ALL CONSTRUCTION OR DEMOLITION WORK FOR THE CONVENTION CENTER AND DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS (AS APPLICABLE) CONSTRUCTION WORK”). 2. Contractors. Authority shall have the right to approve the general contractor for Construction Work, in its reasonable discretion. All contractors and subcontractors performing any Construction Work must be licensed in the State of California. 3. Architects and Engineers. All architects and engineers must have an active license to practice in the State of California. 4. Reserved. 5. Construction Barricades. Developer shall install a construction barricade around the area of Construction Work, and erect such other protective measures as may be reasonably required by Authority. 6. Dust and Trash Control. Developer shall take commercially reasonable steps to minimize dust resulting from any Construction Work, and shall promptly dispose of all trash generated from the Construction Work. 7. Performance Bond and Payment Bond. Article XIII of the Agreement shall govern requirements relating to Performance and Payment Bonds for the Convention Center and Developer’s Phase 1A Infrastructure Improvements. 8. Financial Assurances. At least ten (10) days prior to commencing any Construction Work, Developer shall deliver to Authority evidence reasonably demonstrating to Authority that Developer has obtained or retains financial resources and capabilities in an amount sufficient to complete the Construction Work. 9. Construction Schedule. The Agreement governs provisions relating to the schedule for the Construction Work. 10. Contractor Insurance. Developer shall ensure that all contractors and subcontractors performing Construction Work shall obtain and thereafter maintain so long as such Construction Work is occurring, at least the minimum insurance coverages set forth below, which insurance coverages may be modified by Authority from time to time in its reasonable discretion: i) Workers’ compensation and employer’s liability insurance: Page 488 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda E-2 4825-3218-1203/024036-0079 a) Workers’ compensation insurance as required by any applicable law or regulation. b) Employer’s liability insurance in the amount of $1,000,000 each accident/employee/disease. ii) General liability insurance: Commercial General Liability insurance covering all operations by or on behalf of the contractor, which shall include the following minimum limits of liability and coverages: a) Required coverages: 1) Premises and Operation; 2) Products and Completed Operations; 3) Contractual Liability; 4) Broad Form Property Damage (including Completed Operations); 5) Explosion, Collapse and Underground Hazards; and 6) Personal Injury Liability. b) Minimum limits of liability: 1) $2,000,000 each occurrence (for bodily injury and property damage); 2) $2,000,000 for Personal Injury Liability; 3) $2,000,000 aggregate for Products and Completed Operations (which shall be maintained for a three (3) year period following final completion of the Work); and 4) $2,000,000 general aggregate applying separately to this Project. iii) Automobile Liability Insurance: Automobile liability insurance including coverage for owned, leased, rented, hired, and/or non-owned automobiles. The limits of liability shall not be less than $1,000,000 for each accident limit for bodily injury, death and property damage. iv) Umbrella/Excess Liability Insurance: The General Contractor shall also carry umbrella/excess liability insurance in the amount of $5,000,000. If there is no per project aggregate under the Commercial General Liability policy, the limit shall be $10,000,000. v) Contractor’s Pollution Liability Coverage: If either the City or the Port District determines, in its sole and reasonable discretion, that Developer performs or contracts for any work which involves a Hazardous Materials Activity or which has the potential to disturb or result in the release of any Hazardous Material, for which there is potential exposure to pollution or Hazardous Materials to Persons or the environment, Developer shall obtain or cause its contractor to obtain Contractor’s Pollution Liability, Pollution Legal Liability and/or Asbestos Pollution Liability and/or Page 489 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda E-3 4825-3218-1203/024036-0079 Errors & Omissions applicable to the work being performed or the potential release of any Hazardous Material, with limits of $5,000,000 per claim or occurrence and $10,000,000 aggregate per policy period of one year. Any and all of the insurance described above may be obtained and maintained by Developer through an owner-controlled insurance program instead of by a contractor and/or a subcontractor. Public Entity Parties shall be named as an additional insured on the forgoing insurance, and such insurance shall provide that the same shall not be canceled, or reduced in amount or coverage below the requirements of this Agreement, nor shall it be allowed to expire, without at least thirty (30) days prior written notice to Authority. The foregoing insurance shall include a waiver of subrogation in favor of Public Entity Parties. 11. Notice of Completion. Within ten (10) days after Completion of any Construction Work, Developer shall record a Notice of Completion in the office of the San Diego County Recorder and furnish a copy thereof to Authority upon such recordation. 12. Copy of Record Set of Plans and Certificate of Completion. Following the conclusion of any Construction Work, deliver to Authority (i) with respect to the Convention Center, a set of “as-built drawings” and (ii) a copy of the certificate of completion issued by the applicable government agency, if any such certificate of completion must be issued. 13. 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. Page 490 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda F-1 4825-3218-1203/024036-0079 Exhibit F Convention Center Plans Attachment C and Attachment F to the DCPA (to the extent applicable to the Convention Center). Page 491 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda G-1-1 4825-3218-1203/024036-0079 Exhibit G-1 Approved Subcontractor Bid and Award Process I. GENERAL CONTRACTOR Developer has selected as the general contractor for the construction of the Developer’s Phase 1A Infrastructure Improvements a joint venture (“MMJV”) comprising M.A Mortenson Company (“Mortenson”) and McCarthy Building Companies, Inc. (“McCarthy”). Mortenson, a leader in the industry with a wealth of experience in similar large scale projects, was a natural fit for the construction of Gaylord Rockies Resort and Convention Center (the “Rockies Project”), a project developed by Developer’s affiliate (“RIDA Rockies”). Throughout the construction of the Gaylord Rockies Project, RIDA Rockies gained extensive experience with Mortenson. When possible, Developer’s development process involves bringing forward the general contractor who constructed a prior similar project (with the experience gained), and teaming them up with a general contractor that has a strong local presence. McCarthy’s presence is strong locally, as well as within the sub- contractor community. In addition to McCarthy’s local presence and positive reputation, McCarthy’s resume of large scale developments make MMJV an ideal partner for the Project. II. SUBCONTRACTORS A brief description of the process to be followed for the selection of subcontractors follows: Initial Invitation to Propose MMJV conducts research on potentially qualified subcontractors. This includes review of both Mortenson and McCarthy relationships and databases for local and regional subcontractors. For larger packages this may include major national subcontractors. Consultants that are retained by Developer and/or MMJV to assist in the preparation of bids or contract documents (including, without limitation, preliminary / concept designs), or to assist in the solicitation, may submit a bid for or be awarded a subcontract, subject to the satisfaction of the other criteria set forth in this Exhibit G-1. Developer may designate specific persons or entities from whom MMJV will obtain bids or competitive proposals, subject to those persons or entities entering into written subcontracts acceptable to MMJV and Developer. Direct contact is made with identified potential subcontractors to gauge their interest and brief them on the opportunity. In many cases this is a continuation of on-going discussions related to subcontractor input for budget estimates based on earlier design packages. RFQ Stage Identified potential subcontractors (typically 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). MMJV and Developer review RFQ responses to identify those subs to be invited to RFP stage. Page 492 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda G-1-2 4825-3218-1203/024036-0079 RFP Stage Where practical, MMJV will obtain a minimum of three bids/competitive proposals from all subcontractors and from suppliers of materials or equipment directly to MMJV, for subcontracts or purchase orders in excess of $75,000, and a minimum of two bids from the subcontractors, and from suppliers of materials or equipment (but only materials and equipment which will be incorporated into the work) for the work, for such subcontracts or purchase orders having a value less than $75,000.00, and 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 (for “early- engagement” subs) o Quantitative factors Pricing for the detailed subcontract package scope of work description as provided by MMJV. This includes further breakdown as directed by MMJV 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) o Contract terms – Subcontractors are required to identify any exceptions to the subcontract documents and project manual provided by MMJV, as well as any clarifications or exceptions to the scope of work definition provided. Proposals are evaluated jointly by MMJV 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. MMJV 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, DDA and Coastal Development Permit constraints, etc.). Following interviews, subcontractors are provided with a list of MMJV 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. Page 493 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda G-1-3 4825-3218-1203/024036-0079 Final Selection & Award Process MMJV 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 MMJV, 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 evaluation of their proposal. No subcontract will be awarded if either MMJV (in its reasonable determination) or Developer objects thereto. MMJV will provide to Developer, prior to commencement of the work and updated as changes may occur, a listing of all subcontractors and suppliers who MMJV has retained to complete the work. From time to time after any subcontracts have been awarded, Developer will deliver a notice to the Authority 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 G-1. If any subcontractor is not expected to be selected in accordance with the procedure set forth in this Exhibit G-1, then, prior to awarding the relevant subcontract, Developer will deliver a request to the Authority for the Authority to waive the relevant provisions of the Authority Procurement Policy with respect to the selection of such subcontractor in accordance with the waiver process set forth in the Authority Procurement Policy. Clarifications and Exceptions to the Subcontractor Selection Process: The portions of the work that will be identified on an exhibit to the construction contract and the contract amount for which will not, in the aggregate, exceed $12 million, will not be required to be bid to others. MMJV will not be required to obtain bids for work that contractors customarily self-perform which is traditionally referred to as “General Conditions”, “General Requirements” or “Site Support Service” work), such as management, quality assurance, scheduling, security, traffic control, safety, supervision and accounting, etc. Except for subcontracts and work that are covered by another exception, if bids are received from Mortenson, McCarthy or any company affiliated with any of them, all bids for the portion of the work involved, including bids from Mortenson, McCarthy or such affiliated company, will be sealed bids which are to be opened in the presence of Developer. Whenever with Developer’s prior written consent MMJV plans to self-perform any aspect of the work without using the sealed bid procedure stated in the preceding sentence, including a sealed bid from Mortenson, McCarthy or an affiliated company, then MMJV, as a condition precedent, will provide Developer a detailed cost and fee estimate for such planned self- performed work together with two bids from subcontractors, or an independent estimate from a third-party cost estimating firm as selected by Developer. In advance of any such self- performed work, and within sufficient time so as not to create schedule delays, MMJV will review all such pricing with Developer and obtain Developer’s informed written consent for such self-performed work. Page 494 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda G-1-4 4825-3218-1203/024036-0079 MMJV may self-perform minor or incidental portions of the work without bidding such work to other subcontractors so long as MMJV only charges MMJV’s cost of such work and no additional fee, overhead or general conditions for such self-performed work. Other work self-performed by MMJV will be treated as lump sum subcontracted work under the contract documents for the purposes of bidding, award and payment except as mutually agreed by MMJV and Developer. If the parties agree that such self-performed work is to be completed on a “cost plus a fee” basis, the applicable fee percentage will be 15%. Page 495 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda G-2-1 4825-3218-1203/024036-0079 Exhibit G-2 Subcontractor Bids Awarded Prior To Effective Date 1. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and Sierra Pacific West, Inc. 2. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and Hazard Construction Engr LLC 3. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and QSB Construction, Inc. 4. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and Castle Contracting, LLC 5. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and Brightview Landscape Development, Inc. 6. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and Summit Enterprises, Inc. 7. Subcontract Agreement between Mortenson/McCarthy Chula Vista Resort and SB&O, Inc. Page 496 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda G-3-1 4825-3218-1203/024036-0079 Exhibit G-3 Approved Construction Contracts 1. AIA A133 – Standard Form of Agreement between Owner and MMJV as Construction Manager as Constructor – Cost of the Work Plus a Fee with Guaranteed Maximum Price Convention Center) and AIA A201 – General Conditions of the Contract for Construction. 2. AIA A133 – Standard Form of Agreement between Owner and MMJV as Construction Manager as Constructor – Cost of the Work Plus a Fee with Guaranteed Maximum Price Phase 1A Infrastructure) and AIA A201 – General Conditions of the Contract for Construction. Page 497 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-1 4825-3218-1203/024036-0079 Exhibit H Form of Completion Guaranty THIS COMPLETION GUARANTY (“Guaranty”), is made as of _______________, by MFO Holding Company, LLC (“Guarantor”) to and for the benefit of the San Diego Unified Port District, a public corporation (“Port District”), the Chula Vista Bayfront Facilities Financing Authority, a joint exercise of powers authority (“Authority”), the City of Chula Vista, a chartered municipal corporation (the “City,” and, together with the Port District and the Authority, the “Public Entities”), and JPMorgan Chase Bank, National Association, a banking association organized and existing under the laws of the United States, as Administrative Agent under and as defined in the Bond Purchase Agreement (as defined below) (in such capacity, the “Administrative Agent”). RECITALS A. RIDA Chula Vista, LLC, a Delaware limited liability company (together with any successors and assigns, “RIDA”), is party to that certain ground lease, dated as of the date hereof, by and between Port District and RIDA (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Hotel Ground Lease”). B. The Hotel Ground Lease requires RIDA to develop and construct the “Resort Hotel” as defined in the Hotel Ground Lease) and the “Parking Improvements” (as defined in the Hotel Ground Lease) in accordance with the Hotel Ground Lease. C. RIDA is a party to that certain Sublease Agreement (Chula Vista Bayfront Convention Center), dated as of the date hereof, by and between the City and RIDA (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Convention Center Sublease”). D. RIDA is a party to that certain Project Implementation Agreement, dated as of the date hereof, by and among Authority, City, Port District, the Bayfront Project Special Tax Financing District, and RIDA (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PIA” and, collectively with the Hotel Ground Lease and the Convention Center Sublease, the “Project Documents” and each, a “Project Document”). E. The PIA requires RIDA to develop and construct (i) the “Convention Center” (as defined in the PIA) in accordance with the PIA and (ii) “Developer’s Phase 1A Infrastructure Improvements” (as defined in the PIA, and collectively with the Resort Hotel, the Parking Improvements and the Convention Center, the “Project”) in accordance with the PIA, for the benefit of the Public Entities. F. The Authority is a party to that certain Bond Purchase and Continuing Covenant Agreement, dated as of the date hereof, by and among the Authority, the Administrative Agent and the Purchasers (as defined therein) from time to time party thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Bond Purchase Agreement”), which is being entered into to induce the Purchasers to purchase the Bonds (as defined in the Bond Purchase Agreement), the proceeds of which shall be used for, among other things, the payment of the Developer’s Phase 1A Contract Sum and the Convention Center Contract Sum (each as defined Page 498 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-2 4825-3218-1203/024036-0079 in the PIA) in accordance with the terms of the Indenture (as defined in the Bond Purchase Agreement). G. It is a condition precedent to the obligations of the Purchasers to purchase Bonds that Guarantor execute and deliver this Guaranty. H. Guarantor is an affiliate of RIDA and thus will benefit from the development of the Project in accordance with the terms of the Project Documents and from the purchase of the Bonds. I. Each Public Entity has relied on the statements and agreements contained herein in agreeing to enter into the Project Documents to which it is a party. GUARANTY NOW, THEREFORE, intending to be legally bound, Guarantor in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, hereby covenants and agrees for the benefit of the Public Entities and the Administrative Agent, together with their respective successors and assigns as follows: 1.1 Guaranty. Guarantor hereby warrants and guarantees to the Public Entities and the Administrative Agent (collectively, the “Obligees” and, collectively with RIDA, the Parties” and each, a “Party”) RIDA’s obligation to: a) Complete (as defined in the Hotel Ground Lease) the Resort Hotel and the Parking Improvements, and procure and install furniture, fixtures and equipment and operating supplies and equipment that is generally necessary to open the Resort Hotel and the Parking Improvements for business (i) within the corresponding time allowed by the Hotel Ground Lease, including any time extensions authorized thereunder; (ii) in accordance with the terms and conditions of the Hotel Ground Lease that are applicable to the construction of the Resort Hotel and the Parking Improvements, including without limitation the procurement of a certificate of occupancy for the Resort Hotel and the Parking Improvements and delivery and acceptance by the Port District; (iii) substantially in accordance, in all material respects, with the Plans (as defined in and revised in accordance with the Hotel Ground Lease) with respect to the Resort Hotel and the Parking Improvement Plans (as defined in and revised in accordance with the Hotel Ground Lease); and (iv) free of any mechanics’ liens and materialmen’s’ liens with respect to the Resort Hotel and the Parking Improvements; b) Complete (as defined in the PIA) the Convention Center and procure and install furniture, fixtures and equipment and operating supplies and equipment that is generally necessary to open the Convention Center for business (i) within the corresponding time allowed by the PIA, including any time extensions authorized thereunder; (ii) in accordance with the terms and conditions of the PIA that are applicable to the construction of the Convention Center, including without limitation the procurement of a certificate of occupancy for the Convention Center and delivery and acceptance by the applicable Public Entities; (iii) substantially in accordance, in all material respects, with the Convention Center Plans (as defined in and revised in accordance with the PIA); and (iv) free of any mechanics’ liens and materialmen’s’ liens with respect to the Convention Center; Page 499 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-3 4825-3218-1203/024036-0079 c) Complete (as defined in the PIA) the Developer’s Phase 1A Infrastructure Improvements and procure acceptance of the Developer’s Phase 1A Infrastructure Improvements by the applicable Public Entity (i) within the corresponding time allowed by the PIA, including any time extensions authorized thereunder; (ii) in accordance with the terms and conditions of the PIA that are applicable to the construction of the Developer’s Phase 1A Infrastructure Improvements, including without limitation delivery and acceptance by the applicable Public Entities; (iii) substantially in accordance, in all material respects, with the Contract Documents (as defined in and revised in accordance with the PIA); and (iv) free of any mechanics’ liens and materialmen’s’ liens with respect to Developer’s Phase 1A Infrastructure Improvements; d) Pay any amounts owed by RIDA in connection with its “Election to Terminate” pursuant to the terms set forth in Sections 5.1(d) and 5.2(b) of the Convention Center Sublease; and e) Pay to the Trustee (as defined in the Bond Purchase Agreement), as assignee of the Authority, any amounts due and payable by RIDA under Section 5.1.2 of the PIA collectively, the “Guaranteed Obligations”). RIDA’s satisfaction of Section 1.1(a) – (e) shall constitute “Completion of the Project”. 1.2 Consideration. Guarantor acknowledges that it has made this Guaranty to induce (i) each Public Entity to enter into the Project Documents to which it is a party and contribute to the Project, either directly or indirectly through one of the other Public Entities, a portion of the development costs of the Convention Center and Developer’s Phase 1A Infrastructure Improvements as set forth in the PIA (the “Project Public Investment”) and (ii) each Purchaser to commit to purchase the Bonds pursuant to the Bond Purchase Agreement, and each Public Entity is entering into such Project Documents and contributing directly or indirectly to the Project Public Investment and each Purchaser is committing to purchase the Bonds under the Bond Purchase Agreement in reliance upon this Guaranty, and the Public Entities would not have agreed to enter into such Project Documents and would not have agreed to contribute the Project Public Investment, and the Purchasers would not have committed to purchase the Bonds, in each case without the Guarantor’s execution and delivery of this Guaranty. 1.3 Obligations of Guarantor Upon Default. In the event RIDA fails to perform any part of the Guaranteed Obligations when due, after any and all cure periods applicable to RIDA and any and all Permitted Lenders (as defined in the Hotel Ground Lease), as applicable, have expired, or the Foreclosure Purchaser that assumes the Project Documents fails or elects not to complete the Resort Hotel, Parking Improvements, Convention Center, or Phase 1A Infrastructure Improvements in accordance with the applicable Project Documents, Guarantor shall, upon demand of the Port District, as it relates to the Resort Hotel and the Parking Improvements, and the Authority, as it relates to the Convention Center and Developer’s Phase 1A Infrastructure Improvements, and the City and Port District as it relates to the proposed ownership of each in Developer’s Phase 1A Infrastructure Improvements: (i) promptly cure such failure to perform the applicable part of the Guaranteed Obligations by performing or causing the performance of such obligation; and (ii) pay to the Public Entities all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, they incur in enforcing the performance of the Guaranteed Obligations. In the event RIDA defaults in the performance of its obligations under any Project Document, provided Guarantor undertakes to cure such defaults, each Public Entity agrees to accept the performance by Guarantor Page 500 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-4 4825-3218-1203/024036-0079 of such obligations under such Project Document, and accord Guarantor all of the rights and benefits due to RIDA under such Project Document to the extent necessary for the Guarantor to fully satisfy its obligations hereunder. 1.4 RIDA Acknowledgment. RIDA hereby acknowledges that any payment made by any Public Entity to Guarantor of any amount that such Public Entity owes to RIDA shall satisfy such Public Entity’s obligation to pay such amount to RIDA. 2. CHARACTER OF GUARANTY. 2.1 Guarantee of Performance. This Guaranty is not a guarantee of collection, but rather of performance. Guarantor hereby covenants and agrees that Guarantor is liable for the Guaranteed Obligations as primary obligor. Any Guaranteed Obligation may be enforced by any Obligee that is entitled to enforce such Guaranteed Obligation separately without enforcing compliance with any other Guaranteed Obligation to which such Obligee is entitled to enforce and without waiving its right or the right of any other of the Obligees to subsequently enforce or concurrently enforce any other Guaranteed Obligation hereunder. 2.2 Other Guaranties; Joint and Several Obligations. For purposes of this Guaranty, “Net Worth” shall mean, with respect to any Person, such Person’s total assets less the amount of such Person’s total liabilities, determined in accordance with the Guarantor’s standard accounting principles, as presented in the form attached hereto as Exhibit A. For purposes of this Guaranty, “Liquidity” shall mean, with respect to any Person, such Person’s (a) assets that are specified in clauses (1) through (10) of the definition of Permitted Investments set forth in the Indenture of Trust dated as the date hereof (the “Indenture”), between the Authority and Wilmington Trust, National Association, as trustee, without giving effect to the introductory clause of such definition and (b) without duplication of (a), publicly traded securities. The Guarantor and each of the Public Entities acknowledge and agree that a guaranty of the Guaranteed Obligations (an Other Guaranty”) may be provided to the Public Entities by any other guarantor (“Other Guarantors”) in accordance with the terms of this Guaranty. If at any time the Guarantor (which may include an Other Guarantor) has a Net Worth (“Guarantor Net Worth”), when taken together with the Net Worth of each Other Guarantor at such time (collectively, “Other Guarantor Net Worth”), of less than $200,000,000 or the Guarantor has a Liquidity (“Guarantor Liquidity”), when taken together with the Liquidity of each Other Guarantor at such time (collectively, “Other Guarantor Liquidity”), of less than $40,000,000, then the Guarantor shall promptly notify the Public Entities thereof and shall do one or more of the following to achieve a Minimum Net Worth and Minimum Liquidity for the Guarantor, no later than 60 days, or 10 Business Days if there is an ongoing Event of Default (under and as defined in the Hotel Ground Lease or the PIA, as applicable), after the date that the Guarantor notifies the Public Entities thereof, (a) (i) increase the Guarantor Net Worth so that the increased Guarantor Net Worth, when taken together with the Other Guarantor Net Worth at such time, shall be equal to or be greater than $200,000,000 (the “Minimum Net Worth”) and/or (ii) increase the Guarantor Liquidity so that the increased Guarantor Liquidity, when taken together with the Other Guarantor Liquidity at such time, shall be equal to or be greater than 40,000,000 (the “Minimum Liquidity”), or (b) cause a Qualified Guarantor to execute an Other Guaranty substantially and materially in the form of this Guaranty; provided, however, that there shall be no more than three Other Guaranties outstanding at any time. Should any Other Guaranty be provided to the Public Entities by any Other Guarantor, Guarantor and the Other Guarantors agree that the liability of the Guarantor and Other Guarantors hereunder shall be joint and several and that each provision hereof shall apply to the Guarantor and each Other Guarantor individually and to Page 501 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-5 4825-3218-1203/024036-0079 Guarantor and all Other Guarantors collectively, and the Public Entities may seek to enforce this Guaranty against Guarantor or the Other Guarantors (and less than all of the Guarantor and Other Guarantors) without impairing the rights of the Public Entities against Guarantor or any of the Other Guarantors. 2.3 Continuing Guaranty. This is a continuing guaranty, and shall apply to all of the Guaranteed Obligations and all renewals and extensions thereof, and the fact that at any time, and from time to time, such Guaranteed Obligations may be performed in full or RIDA shall no longer be party to one or more of the Project Documents, shall not affect the obligations of the Guarantor hereunder which arise thereafter. In the event that RIDA is no longer a party to one or more of the Project Documents, either as a result of foreclosure by the Permitted Lender or a transfer-in-lieu thereof, or otherwise, the term “RIDA” herein shall be automatically interpreted to mean the person or entity that has succeeded RIDA under such Project Document(s), or if RIDA is still a party to one or more of the Project Documents, the term “RIDA” herein shall mean RIDA and the new entity that has succeeded RIDA under the Project Documents, without any further action of the Public Entities or Guarantor. 2.4 Independent Obligation. The obligations of Guarantor hereunder are independent of the obligations of RIDA, and Other Guarantor(s) or any other Person (as hereinafter defined), and each of the Obligees may enforce any of their rights hereunder independently of any other right or remedy that such Obligee may at any time hold with respect to the Guaranteed Obligations, independently or collectively with the other Obligees. 2.5 Unsecured Obligation. Except as otherwise provided in this Guaranty, this Guaranty is not secured. 3. RELATIONSHIP OF PARTIES. Guarantor hereby represents and warrants as of the date hereof that: (a) this Guaranty is executed at the request of the Obligees; (b) Guarantor has reviewed all the terms and provisions of the Plans (as defined in the Hotel Ground Lease) for the Resort Hotel, the Preliminary Parking Improvement Plans (as defined in the Hotel Ground Lease) for the Parking Improvements, the Convention Center Plans (as defined in the PIA) for the Convention Center, and the Contract Documents (as defined in the PIA) for Developer’s Phase 1A Infrastructure Improvements, in each case as revised in accordance with the applicable Project Document collectively, the “Project Plans”), and the Project Documents; (c) the Public Entities have made no representations to Guarantor with regard to the Project Plans or the Project Documents; and d) Guarantor has established adequate means of obtaining from RIDA and from other sources, on a continuing basis, financial and other information pertaining to RIDA’s financial condition, the progress of construction of the Project and the status of RIDA’s performance of its obligations under the Project Documents. Guarantor hereby covenants for the term of this Guaranty that: (i) Guarantor is and shall continue to be a Person which is not a Prohibited Person (as defined below), which, in the aggregate with the Other Guarantor Net Worth, has a Guarantor Net Worth of at least the Minimum Net Worth and which, in the aggregate with the Other Guarantor Liquidity, has a Guarantor Liquidity of at least the Minimum Liquidity (“Qualified Guarantor”); and (ii) Guarantor has not and will not, without the prior written consent of all of the Public Entities in each of their sole and absolute discretion, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of any of Guarantor’s assets, whether in one transaction or a series of transactions, which will result in Guarantor having a Guarantor Net Worth, together with the Other Guarantor Net Worth, of less than the Minimum Net Worth or Guarantor having a Guarantor Liquidity, together with the Other Page 502 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-6 4825-3218-1203/024036-0079 Guarantor Liquidity, of less than the Minimum Liquidity. For purposes of this Guaranty, Prohibited Person” shall have the same meaning as the Hotel Ground Lease. 4. CERTAIN AGREEMENTS AND WAIVERS BY GUARANTOR. 4.1 Subject to Section 4.2 and Section 4.9, Guarantor agrees that neither the rights or remedies of the Obligees nor any of Guarantor’s obligations under the terms of this Guaranty, including without limitation, the Guaranteed Obligations, shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances; Guarantor waives any rights, claims or defenses arising from any such events, actions, facts, or circumstances; and the liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: a) any limitation on the liability of, or recourse against, any other person or entity (collectively, “Person”) under the Project Documents or arising under any Laws (as defined in the Hotel Ground Lease), except that Guarantor will be entitled to the limitations on liability set forth in Section 5.1.2 of the PIA as it applies to delay damages only; provided, that the limitations in Section 5.1.2 shall not apply to any amounts payable under Section 1.1(e) above; b) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration or that the obligations of Guarantor hereunder exceed or are more burdensome than those of RIDA under the Project Documents; c) the release or taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; d) the operation of any statutes of limitations (unless each of the Obligees had written notice of a claim and failed to pursue their remedies in the legally prescribed time periods) or other Laws regarding the limitation of actions, all of which are hereby waived as a defense to any action or proceeding brought by any of the Obligees against Guarantor, to the fullest extent permitted by Laws; e) any homestead exemption or any other exemption under any Laws; f) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, or any impairment of Guarantor’s recourse against any Person or collateral; g) whether express or by operation of Laws, any partial release of the liability of Guarantor hereunder (except to the extent expressly so released) or any complete or partial release of RIDA or any other Person liable, directly or indirectly, for the performance of any or all of the Guaranteed Obligations; h) the death, insolvency, bankruptcy, disability, incapacity, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, Page 503 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-7 4825-3218-1203/024036-0079 structure or ownership, sale of all assets, or lack of corporate, partnership or other power of RIDA or any other Person at any time liable for the performance of any or all of the Guaranteed Obligations; i) either with or without notice to or consent of Guarantor, any renewal, extension, modification, supplement, subordination or rearrangement of the terms of any or all of the Guaranteed Obligations and/or the Project Documents, including material alterations of the terms of payment or performance (including changes with respect to the construction of the Project) or any other terms thereof, or any waiver, termination, or release of, or consent to departure from any of the Project Documents or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to time by any of the Obligees to RIDA or any other Person at any time liable for the performance of any or all of the Guaranteed Obligations; j) any neglect, lack of diligence, delay, omission, failure, or refusal of any of the Obligees to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with the Project Documents, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; k) any failure of any of the Obligees to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Project Document, or of any release of or change in any security, or of the occurrence or existence of any default or event of default under any Project Document (each, an “Event of Default”), or of any other action taken or refrained from being taken by any of the Obligees against RIDA or any security or other recourse, or of any new agreement between any of the Obligees and RIDA, it being understood that none of the Obligees shall be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding RIDA and any collateral, including any changes in the business or financial condition of RIDA or any collateral, and Guarantor acknowledges and agrees that the Obligees shall have no duty to notify Guarantor of any information which the Obligees may have concerning RIDA, the Project, the Project Documents, or any collateral; l) the existence of any claim, counterclaim, setoff or other right that Guarantor may at any time have against RIDA, any of the Obligees, or any other Person, whether or not arising in connection with this Guaranty or any Project Document; m) any order, ruling or plan of reorganization emanating from proceedings under Title 11 of the United States Code with respect to RIDA or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by any of the Obligees, or any action taken or omitted by any of the Obligees in any such proceedings, including any election to have any of the Obligees’ claim allowed as being secured, partially secured or unsecured, any extension of credit by any of the Obligees in any such proceedings or the taking and holding by any of the Obligees of any security for any such extension of credit; Page 504 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-8 4825-3218-1203/024036-0079 n) any other condition, event, omission, action or inaction that would in the absence of this Section 4.1(n) result in the release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other agreement; o) any exercise of remedies, including, but not limited to, foreclosure (or transfer-in-lieu thereof) or the appointment of receiver, by any Permitted Lender; or p) enforcement or forbearance by any of the Obligees from enforcement of the Guaranteed Obligations on a net or gross basis. 4.2 Notwithstanding anything to the contrary in this Guaranty, with respect to the Public Entities’ obligations to Guarantor under Section 1.3 hereof under the Project Documents: a) To the extent any of the Public Entities fails to perform any of their respective obligations under any of the Project Documents and such failure to perform materially and adversely interferes with or prevents Guarantor’s performance of any of the Guaranteed Obligations (a Material Failure to Perform”), then Guarantor’s time to perform with respect to the impacted Guaranteed Obligation(s) shall be extended by one day for each day that such Material Failure to Perform delays Guarantor’s performance of such Guaranteed Obligation(s), if notice of such Material Failure to Perform is provided by RIDA or Guarantor to the Public Entities within sixty (60) days of such Material Failure to Perform. For purposes of this Section 4.2, a Material Failure to Perform shall include any failure by the Public Entities (x) under Section 1.3 to make payments to Guarantor of amounts owed under the Project Documents or (y) to make payments to RIDA of amounts owed under the Project Documents. The Parties agree upon the written request of any Party to submit any dispute regarding whether or not a Material Failure to Perform exists permitting a Guarantor delay under this Section 4.2(a) to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. Such mediation shall be held within San Diego County within thirty (30) days after delivery of written notice requesting same. Each Party shall bear its own costs in such mediation and shall split 50/50 the costs of the mediator. b) If a court of competent jurisdiction determines that a Material Failure to Perform occurred and that such Material Failure to Perform was not the result of the breach of a Tenant Party or the Guarantor under the Project Documents or any material and adverse interference by the Hotel Operator (a “Material Failure to Perform Determination”), and the underlying Material Failure to Perform continues for at least ninety (90) days from the date of the applicable Material Failure to Perform Determination (the “Cure Period”), then, from and after the date that the applicable Cure Period expires unless (i) any Public Entity files an action to appeal the Material Failure to Perform Determination no later than forty five (45) days from the date of the applicable Material Failure to Perform Determination and diligently prosecutes such action, in which case, from and after the date that is the later of (x) the date that the applicable Cure Period expires and (y) thirty 30) days after the date that the applicable appellate court of competent jurisdiction awards such Public Entity(ies) relief); or (ii) the Material Failure to Perform is reasonably capable of cure and the Public Entities have either (x) cured the Material Failure to Perform, or (y) if the Material Failure to Perform is not capable of cure within the Cure Period, have commenced taking appropriate steps to cure such failure and are diligently prosecuting same to completion, then the liability of the Guarantor in respect of the Guaranteed Obligation(s) with respect to which such Material Failure to Perform Determination was made shall automatically terminate, the Guarantor shall be automatically Page 505 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-9 4825-3218-1203/024036-0079 released from its obligations under this Guaranty with respect to such Guaranteed Obligation(s), except for any obligations that have accrued and have not been discharged prior to such date, and this Guaranty shall automatically terminate. c) If the Hotel Ground Lease terminates due to a Condemnation (as defined in the Hotel Ground Lease) or any damage to or destruction of the Resort Hotel or any part thereof, as permitted in the Hotel Ground Lease and in accordance with the terms thereof (the “Hotel Ground Lease Termination”), then, from and after the date that the Hotel Ground Lease Termination occurs the “Hotel Ground Lease Termination Date”), the liability of the Guarantor in respect of the Guaranteed Obligations with respect to the Resort Hotel shall automatically terminate and the Guarantor shall be automatically released from its obligations under this Guaranty with respect to the Resort Hotel, except for any obligations that have accrued and have not been discharged prior to the Hotel Ground Lease Termination Date. If the Convention Center Sublease terminates due to a Condemnation (as defined in the Convention Center Sublease) or any damage to or destruction of the Convention Center or any part thereof, in each case, as permitted in the Convention Center Sublease and in accordance with the terms thereof (the “Convention Center Sublease Termination”), then, from and after the date that the Convention Center Sublease Termination occurs (the “Convention Center Sublease Termination Date”), the liability of the Guarantor in respect of the Guaranteed Obligations with respect to the Convention Center shall automatically terminate and the Guarantor shall be automatically released from its obligations under this Guaranty with respect to the Convention Center, except for any obligations that have accrued and have not been discharged prior to the Convention Center Sublease Termination Date. If the Hotel Ground Lease Termination occurs, and the Convention Center Sublease Termination occurs, and Guarantor does not have any amounts owing to the Public Entities under this Guaranty (“Outstanding Payments”), then, from and after the date that is the later of (x) the Hotel Ground Lease Termination Date, (y) the Convention Center Sublease Termination Date and (z) the payment to the Public Entities of any Outstanding Payments, the liability of the Guarantor in respect of the Guaranteed Obligations shall automatically terminate, the Guarantor shall be automatically released from its obligations under this Guaranty, except for any obligations that have accrued and have not been discharged prior to the Hotel Ground Lease Termination Date or the Convention Center Sublease Termination Date, whichever is later, and this Guaranty shall automatically terminate. 4.3 In the event any payment by RIDA or any other Person to any of the Obligees that is made to satisfy any of the Guaranteed Obligations is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar Law, or if for any other reason any of the Obligees are required to refund such payment or pay the amount thereof to any other party, such payment by RIDA or any other party to the Obligees shall not constitute a release of Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by the Obligees of this Guaranty or of Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts that were so paid by RIDA or any other Person to satisfy any of the Guaranteed Obligations and so refunded by the Obligees or paid by the Obligees to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by the Obligees and any attorneys’ fees, costs and expenses paid or incurred by the Obligees in connection with any such event. 4.4 It is the intent of Guarantor and the Public Entities that the obligations and liabilities of Guarantor hereunder are absolute, irrevocable and unconditional under any and all circumstances and that until the Guaranteed Obligations are fully and finally paid and performed, and Page 506 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-10 4825-3218-1203/024036-0079 not subject to refund or disgorgement, but except as set forth in Section 4.10, the obligations and liabilities of Guarantor hereunder shall not be discharged or released in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of a guarantor. 4.5 [Reserved.] 4.6 Guarantor waives notice of acceptance of this Guaranty, any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the Laws of any other jurisdiction, and all other suretyship defenses Guarantor would otherwise have under the Laws of California or any other jurisdiction. 4.7 No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained in this Guaranty. All of the waivers contained herein are irrevocable and unconditional and are intentionally and freely made by Guarantor. 4.8 This Guaranty may be replaced by a guaranty that is substantially and materially in the same form as this Guaranty, covers all of the same terms and Guaranteed Obligations as this Guaranty whether arising prior to, on or after the date it becomes effective, does not affect the public financing of the Convention Center and Developer’s Phase 1A Infrastructure Improvements, and is executed by a Person (such Person, a “Replacement Guarantor”) that a) holds, directly or indirectly, not less than ten percent (10%) of the membership interests in RIDA, b) when taken together with (i) each Other Guarantor under an Other Guaranty that is not being replaced and (ii) each new Other Guarantor under a new Other Guaranty, has a Guarantor Net Worth of at least the Minimum Net Worth, (c) when taken together with (i) each Other Guarantor under an Other Guaranty that is not being replaced and (ii) each new Other Guarantor under a new Other Guaranty, has a Guarantor Liquidity of at least the Minimum Liquidity, (d) is not a Prohibited Person, (e) assumes any liabilities that exist or may exist under the Guaranty (including without limitation those arising under Sections 1.3 and 6, unless such liabilities are discharged prior to the effectiveness of the Replacement Guaranty), and (f) is acceptable to each of the Public Entities in their reasonable discretion (collectively, the “Replacement Guaranty”). If (x) all of the conditions and requirements set forth in this Section 4.8, including without limitation, clauses (a) through (f) above are satisfied to the reasonable satisfaction of each of the Public Entities, and (y) the proposed replacement Guarantor is reputable (which shall mean the absence of reputations for dishonesty, criminal conduct or association with criminal elements – “reputable” shall not mean “prestigious”, nor shall the determination of whether one is reputable involve considerations of personal taste or preference), and has no reputation for, either discriminatory employment practices which violate any Laws or non-compliance with applicable Environmental Laws (as defined in the Hotel Ground Lease), then each of the Public Entities shall administratively grant consent to any such proposed Replacement Guarantor. If Guarantor requests in writing that the Public Entities consent to a Replacement Guarantor, and after receipt of all information set forth in this Section 4.8, all of the Public Entities do not within forty-five (45) days after such request provide a response consenting to the request, then such consent will be deemed rejected and upon request, the Public Entities shall provide a reasonably detailed explanation of the reason for rejecting such request. Guarantor’s request to the Public Entities to consent to a Replacement Guaranty shall include financial statements with respect to such prospective Replacement Guarantor and a certification by such prospective Replacement Guarantor (with any supporting documentation reasonably requested by the Public Entities) that: (1) such proposed Replacement Guarantor holds, directly or indirectly, not less than ten percent (10%) of the membership interests in RIDA, (2) such proposed Replacement Guarantor, Page 507 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-11 4825-3218-1203/024036-0079 when taken together with (i) each Other Guarantor under an Other Guaranty, if any, that is not being replaced and (ii) each new Other Guarantor, if any, under a new Other Guaranty, has a Guarantor Net Worth of at least the Minimum Net Worth, (3) such proposed Replacement Guarantor, when taken together with (i) each Other Guarantor under an Other Guaranty, if any, that is not being replaced and ii) each new Other Guarantor, if any, under a new Other Guaranty, has a Guarantor Liquidity of at least the Minimum Liquidity and (4) such proposed Replacement Guarantor is not a Prohibited Person. 4.9 (a) Notwithstanding anything in this Guaranty to the contrary, if any Permitted Lender has completed any foreclosure with respect to any Permitted Financing Encumbrance (as defined in the Hotel Ground Lease; for purposes of this Section 4.9, each capitalized term used in this Section 4.9 and not defined in this Section 4.9 shall have the meaning assigned thereto in the Hotel Ground Lease) as permitted under the Hotel Ground Lease, then, upon the earlier to occur of (i) the date when any Project Document terminates for any reason in accordance with its terms or (ii) the date when any Obligee or any Foreclosure Purchaser delivers notice of its intent to terminate any Project Document in accordance with its terms (such date, a Trigger Date”), the Obligees shall promptly and, in no event later than five (5) Business Days after the Trigger Date, notify (such notice, a “Project Document Termination Notice”) Guarantor of such termination or delivery of such notice, as the case may be. Guarantor shall have the right to, no later than thirty (30) days after receipt of a Project Document Termination Notice (such period, the Response Period”), deliver notice to each Obligee of Guarantor’s undertaking to continue to perform Guarantor’s obligations under Section 1.1(d) and Section 1.1(e) and Guarantor’s intention to meet and confer to renegotiate in good faith each Project Document in accordance with this Section 4.9 (such notice, a “Meet and Confer Notice”). If Guarantor does not deliver a Meet and Confer Notice prior to the end of the Response Period, then Guarantor’s obligations hereunder shall continue unchanged. b) If Guarantor (i) delivers a Meet and Confer Notice prior to the end of the Response Period and (ii) promptly commences and continues to perform its obligations under Section 1.1(d) and Section 1.1(e), then the Parties shall promptly and, in no event later than fifteen (15) days after delivery of the Meet and Confer Notice, commence to meet and confer to renegotiate in good faith each Project Document in accordance with this Section 4.9 (the “Meet and Confer Process”) such renegotiated Project Document, a “Replacement Project Document”). Within five (5) days after Guarantor delivers the Meet and Confer Notice, Guarantor shall use commercially reasonable efforts to (x) in the case of the Hotel Ground Lease, secure the Premises and Improvements (as both are defined in the Hotel Ground Lease) (collectively, the “Hotel Site”) and (y) in the case of the Sublease and Project Implementation Agreement, secure the Facility and the Developer’s Phase 1A Improvements (as both are defined in the Project Implementation Agreement) (collectively, the “PIA Sublease Site”). In each case, to “secure” either the Hotel Site or PIA & Sublease Site, shall mean such measures that a commercially reasonable developer would implement to protect a construction site from damage or destruction and entrance by other parties. If Guarantor fails to secure the Hotel Site or PIA & Sublease Site as provided in the aforementioned sentence, the Port District shall have the right to secure the Hotel Site and the Port District, the City, and the Authority shall have the right to secure the PIA & Sublease Site. The Meet and Confer Process shall continue for an initial period of ninety (90) days (the “Initial Meet and Confer Period”). If the Parties do not agree on Replacement Project Documents prior to the end of the Initial Meet and Confer Period and each Party determines in its reasonable discretion that the Parties may reach an agreement on Replacement Project Documents during an additional ninety- (90-) day period, then the Initial Meet and Confer Period shall be extended for additional ninety (90) days (the “Extended Meet and Page 508 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-12 4825-3218-1203/024036-0079 Confer Period”, and the Initial Meet and Confer Period, together with (if applicable) the Extended Meet and Confer Period, the “Meet and Confer Period”). Commencing on the Trigger Date and ending on the earlier of (x) the end of the Meet and Confer Period or (y) if Guarantor does not timely deliver a Meet and Confer Notice, the end of the Response Period, Guarantor’s obligations under Section 1.1 (other than Section 1.1(d) and Section 1.1(e)) and Section 1.3 shall be suspended, no Obligee shall enter into, or permit entering into, any agreement in replacement of any Project Document other than any Replacement Project Document, the applicable Obligee(-s) shall not grant any real property interest in the Premises (as defined in any Project Document), and the ownership of the Improvements (as defined in any Project Document) shall not vest in any Obligee or any third party (other than pursuant to any Permitted Financing Encumbrance). c) During the Meet and Confer Period, the Parties shall use commercially reasonable efforts renegotiate the Project Documents in good faith so that, to the extent practicable, each Replacement Project Document is on substantially the same terms as the applicable Project Document being replaced except that the Replacement Project Documents will reflect modifications as agreed among the Parties to (i) reflect adjustments to the timetable for Completion of the Project as defined in the PIA) and Completion of Tenant’s Initial Project Improvements and the Convention Center Improvements (as defined in the Hotel Ground Lease), (ii) reflect adjustments to the term of such Project Document and/or rent payments thereunder in order to compensate the applicable Obligee(-s) for (x) unreimbursed costs incurred by such Obligee(-s) as a result of RIDA’s failure to perform its obligations under such Project Document and/or (y) lost profits and opportunity costs incurred by such Obligee(-s) in connection with any delay in Completion of the Project (as defined in the PIA) or Completion of Tenant’s Initial Project Improvements and the Convention Center Improvements (as defined in the Hotel Ground Lease), (iii) provide each Party with reasonably forecasted economic returns that are not worse than the economic returns forecasted for such Party as of the date hereof and (iv) include any other terms to which the Parties may agree. The terms of this Guaranty may also be renegotiated during the Meet and Confer Period in order to conform to, and provide adequate security for, the replacement developer’s performance of its obligations under the Replacement Project Documents. d) Each Party may terminate the Meet and Confer Process in its sole discretion if i) (A) the Parties do not agree on Replacement Project Documents prior to the end of the Initial Meet and Confer Period and such Party determines in its reasonable discretion that the Parties will not reach an agreement on Replacement Project Documents during the Extended Meet and Confer Period or (B) the Parties do not reach an agreement on Replacement Project Documents prior to the end of the Extended Meet and Confer Period and (ii) such Party has negotiated Replacement Project Documents in good faith. If the Meet and Confer Process is terminated pursuant to this clause (d), then Guarantor’s obligations hereunder shall be reinstated and this Guaranty shall continue in full force and effect. If the Parties reach agreement on Replacement Project Documents during the Meet and Confer Period, then the applicable Parties shall promptly enter into such Replacement Project Documents and, subject to the terms of the Replacement Project Documents, Guarantor’s obligations hereunder, as may be modified during Meet and Confer period, shall be reinstated and this Guaranty, as modified, shall continue in full force and effect. e) The Parties agree upon the written request of any Party to submit any dispute regarding the Meet and Confer Process to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to litigation or some other dispute resolution procedure. Such mediation shall be held within San Diego County within thirty 30) days after delivery of written notice requesting same. Each Party shall bear its own costs in such Page 509 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-13 4825-3218-1203/024036-0079 mediation. RIDA and the Obligees will each pay fifty percent (50%) of the costs of the mediator. No Party shall be entitled to any monetary damages in connection with any dispute with respect to its obligations to negotiate in good faith during the Meet and Confer Period, or its decision not to enter into Replacement Project Documents. During such mediation or another dispute resolution procedure, Guarantor shall continue to perform its obligations under Section 1.1(d) and Section 1.1(e). 4.10 Provided that there are no Outstanding Payments and without limiting Section 4.2(b), the liability of Guarantor in respect of the Guaranteed Obligations shall automatically terminate and Guarantor shall be automatically released from its obligations under this Guaranty and this Guaranty shall automatically terminate upon the earliest of the following dates: (i) the date that is six (6) months after the Completion of the Project (as defined in Section 1.1), (ii) the effective date of a Replacement Guaranty pursuant to and in accordance with Section 4.8 hereof where the Replacement Guarantor has replaced the Guarantor and assumed all of Guaranteed Obligations, and iii) the date on which all of the following has occurred: (x) Hotel Ground Lease Termination Date and (y) the Convention Center Sublease Termination Date. Provided that the necessary conditions under this Section 4.10 have been satisfied, each Public Entity shall execute an acknowledgement that this Guaranty has terminated promptly after the receipt by the Public Entities of a written request therefore from Guarantor. 5. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to the Public Entities that: 5.1 Authority; Execution, Delivery and Performance of Guaranty. Guarantor has all requisite power and authority to execute, deliver and perform all of its obligations under this Guaranty. The execution, delivery and performance by Guarantor of all of the obligations under this Guaranty has been duly authorized by all necessary action and do not and will not: a) result in or require the creation or imposition of any lien, right of others, or other encumbrance of any nature (other than under this Guaranty) upon or with respect to any property now owned or leased or hereafter acquired by the Guarantor; or b) violate any provision of any Laws; or c) result in a breach of, constitute a default under, or cause or permit the acceleration of any obligation owed under any agreement or instrument to which Guarantor is a party or by which Guarantor or any of its property is bound or affected; or d) require any consent or approval not heretofore obtained; or e) violate any provision of, or require any consent under, any operating agreement, certificate of formation, partnership agreement, articles of incorporation, by-laws or any other governing document or charter applicable to Guarantor. 5.3 Enforceability. This Guaranty, when executed and delivered, shall constitute the valid and binding obligation of Guarantor, enforceable in accordance with its terms, subject to bankruptcy laws and other Laws and equitable principles affecting creditors rights generally if applicable to Guarantor. Page 510 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-14 4825-3218-1203/024036-0079 5.4 Financial Information. The statement of financial condition made available to the Public Entities for review with respect to the Guarantor in connection with the Project Documents and this Guaranty, and to demonstrate that Guarantor is a Qualified Guarantor to the Public Entities, is a true, complete, and correct copy of such statement, such statement has been prepared in accordance with the Guarantor’s standard accounting principles, and fairly and accurately represents the financial condition of the Guarantor in accordance with such accounting principles, as of the date it was delivered to the Public Entities. As of the date hereof, there has been no material adverse change in the financial condition of Guarantor since the date of such statement of financial condition and Guarantor remains in compliance with the Guarantor Net Worth and Guarantor Liquidity requirements set forth in Section 2.2 hereof. 5.5 No Default. To the best of Guarantor’s knowledge, there is no condition, event, act or omission that exists which, with the giving of notice or the passage of time, or both, would be an Event of Default under the Project Documents. 6. REMEDIES. If Guarantor shall fail to perform or satisfactorily commence performance of its obligations hereunder within fourteen (14) days of a demand by any of the Public Entities for performance thereof, the Public Entities shall have the following remedies, in addition to and cumulative of any other remedies it may have hereunder, under the Project Documents or at law or in equity: a) [reserved;] b) at its option and without any obligation to do so, complete all or any portion of the Project either before or after the termination of the Project Documents or before or after exercising any other remedy against RIDA or Guarantor, with such changes or modifications in the Project Plans as are necessary for completion of the Project. The amount of any and all expenditures made by the Public Entities for the foregoing purposes shall be immediately due and payable to the Public Entities by Guarantor; and c) from time to time and without first requiring performance on the part of RIDA and without being required to exhaust any or all security held by the Public Entities, to look to and require performance by Guarantor of any obligation on the part of Guarantor to be performed pursuant to the terms of this Guaranty by action at law or in equity, or both. 7. NOTICE OF CERTAIN EVENTS. Guarantor shall give written notice to each of the Public Entities promptly (and in any event within five (5) days) after Guarantor learns of any of the following: a) the institution of any litigation or legal or administrative proceeding or investigation which has a reasonable probability of being adjudicated adversely to RIDA, Guarantor, the Project or any of RIDA’s or Guarantor’s properties and which would reasonably be expected, if so adjudicated, to materially and adversely affect RIDA, Guarantor or the Project, or cause Guarantor to no longer be a Qualified Guarantor; and b) the occurrence of any Event of Default or event or condition which, with the giving of notice or the passage of time, or both, would be an Event of Default under the Project Documents. Page 511 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-15 4825-3218-1203/024036-0079 8. REASONABLENESS AND EFFECT OF WAIVERS. Guarantor warrants and agrees that each of the waivers set forth in this Guaranty is made with full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or Laws. If any of such waivers are determined to be contrary to any applicable Laws or public policy, such waivers shall be effective only to the maximum extent permitted by Laws. 9. MISCELLANEOUS PROVISIONS. 9.1 Costs of Enforcement. The prevailing party in any legal proceedings concerning the enforcement of this Guaranty shall be entitled to recovery of its costs and attorneys’ fees from the party that did not prevail. 9.2 Binding Effect. This Guaranty and all the terms, provisions and conditions hereof shall be binding upon the Guarantor and its heirs, legal representatives, successors and assigns, and this Guaranty shall inure to the benefit of the Public Entities and their successors and assigns and all subsequent holders of the Guaranteed Obligations. 9.3 Financial Information. Guarantor shall deliver to the Public Entities, as soon as available, but in no event later than one hundred twenty (120) days after the end of Guarantor’s fiscal year-end, a copy of Guarantor’s statement of financial condition, in the form attached hereto as Exhibit A, as of the end of such calendar year, together with a certification that such statement (1) is complete and correct to the best of Guarantor’s knowledge, (2) presents the financial condition of the entity, (3) presents all liabilities that are required to be reflected, and those liabilities are presented at historical cost, and (4) is prepared in accordance with the Guarantor’s standard accounting principles. Additionally, Guarantor shall make available for inspection (but not copying) by any of the Public Entities such other information regarding Guarantor’s assets, liabilities and financial condition generally as (a) the Public Entities may from time to time reasonably request so that the Public Entities can verify the veracity of the certifications set forth in the preceding sentence and (b) exists (unless generation of such financial information will not result in any material additional expense to the Guarantor, in which case the Guarantor will request that such financial information be generated and provided to the Public Entities), at the Project, RIDA’s main business office, any of Hotel Operator’s (as defined in the Hotel Ground Lease) business offices in San Diego County, California or at such other location in San Diego County, California as is reasonably acceptable to the Public Entities, upon such Public Entity’s written notice, which shall specify in reasonable detail the financial information the Public Entities are requesting be made available for inspection and the date when such inspection will take place, which date shall not be less than ten business days after the date of such notice. Notwithstanding the foregoing, if any of the Public Entities are required to include any of the financial information shared by Guarantor in connection with its respective board or council meetings, Guarantor agrees to provide the Public Entities with a redacted version of such financial information at no cost to the Public Entities and a certification that, except for such redactions, such redacted version of financial information is a true, correct, and complete copy of the unredacted version of the financial information reviewed by the Public Entities. 9.4 Governing Law. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of California. 9.5 Notices. All notices demands, approvals and other communications provided for herein shall be in writing and shall be delivered by overnight air courier, personal delivery or Page 512 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-16 4825-3218-1203/024036-0079 registered or certified U.S. mail with return receipt requested, postage prepaid, to the appropriate Party at its address as follows: If to Port District: Executive Director San Diego Unified Port District Administration Building 3165 Pacific Highway San Diego, California 92101-1128 Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) With copy to: Director, Real Estate San Diego Unified Port District Administration Building 3165 Pacific Highway San Diego, California 92101-1128 Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) With a copy to: Port Attorney San Diego Unified Port District 3165 Pacific Highway San Diego, California 92101-1128 Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) If to City: City of Chula Vista Attention: City Manager 276 Fourth Avenue Chula Vista, California 91910 With a copy to: City Attorney City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Page 513 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-17 4825-3218-1203/024036-0079 If to the Authority: Chula Vista Bayfront Facilities Financing Authority PO Box 5296 Chula Vista, CA 91912 Attention: Executive Director With copy to: City of Chula Vista Attention: City Manager 276 Fourth Avenue Chula Vista, California 91910 With a copy to: City Attorney City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 With copy to: Executive Director San Diego Unified Port District Administration Building 3165 Pacific Highway San Diego, California 92101-1128 Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) With copy to: Director, Real Estate San Diego Unified Port District Administration Building 3165 Pacific Highway San Diego, California 92101-1128 Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) With a copy to: Port Attorney San Diego Unified Port District 3165 Pacific Highway San Diego, California 92101-1128 Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) Page 514 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-18 4825-3218-1203/024036-0079 If to Guarantor: RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Ira Mitzner With copy to: RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Luke Charlton and Latham & Watkins 12670 High Bluff Drive San Diego, CA 92130 Attention: Steven Levine If to Administrative Agent: JPMorgan Chase Bank, National Association Attention: James G. Millard 383 Madison Avenue, 3rd Floor (NY1-M165) New York, NY 10179 Telephone: 212-270-2198 E-mail: james.g.millard@jpmorgan.com With copy to: Shawn Laljit at shawn.laljit@jpmchase.com Addresses for notice may be changed from time to time by written notice to all other Parties. Any communication given by mail will be effective upon the earlier of (a) three (3) business days following deposit in a post office or other official depository under the care and custody of the United States Postal Service or (b) actual receipt, as indicated by the return receipt; if given by telephonic facsimile, when sent; and if given by personal delivery or by overnight air courier, when delivered to the appropriate address set forth above. 9.6 No Waiver. Any failure by the Public Entities to insist, or any election by the Public Entities not to insist, upon strict performance by Guarantor of any of the terms, provisions or conditions of this Guaranty shall not be deemed to be a waiver of the same or of any other terms, provisions or conditions thereof. 9.7 Severability. If any provision of this Guaranty or the application thereof to any Person or circumstance shall be invalid or unenforceable, then, neither the remainder of this instrument nor the application of such provision to other persons or circumstances shall be affected thereby, but rather shall be enforced to the greatest extent permitted by Laws. Page 515 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-19 4825-3218-1203/024036-0079 9.8 Entire Agreement and Modification. This Guaranty contains the entire agreement between the Guarantor and the Public Entities relating to the subject matter hereof, except for the Project Plans and the Project Documents. This Guaranty may not be amended, revised, waived, discharged, released or terminated orally, but only by a written amendment, revision, waiver, discharge, release or termination. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any Party to this Guaranty. 9.9 Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Guaranty and the consummation of the transactions contemplated hereby. 9.9 Electronic Signature. The words “execution”, “execute”, “signed”, signature”, and words of like import in this Guaranty or in or related to any document signed or to be signed in connection with this Guaranty and the transaction contemplated hereby shall be deemed to include electronic signatures, contract formations on electronic platforms approved by the parties hereto, or the keeping of such electronic signatures and electronic contracts in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Signature Page Follows.] Page 516 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-20 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first written above. GUARANTOR Print Name: Print Title: Page 517 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-21 4825-3218-1203/024036-0079 Accepted and agreed by: SAN DIEGO UNIFIED PORT DISTRICT APPROVED AS TO FORM AND LEGALITY: Print Name: Thomas A. Russell, General Counsel Print Title: CHULA VISTA BAYFRONT FACILITIES APPROVED AS TO FORM AND LEGALITY: FINANCING AUTHORITY Print Name: Thomas A. Russell, Co-Counsel, General Counsel Print Title: San Diego Unified Port District Glen R. Googins, Co-Counsel, City Attorney City of Chula Vista CITY OF CHULA VISTA Print Name: Print Title: RIDA CHULA VISTA, LLC Print Name: Print Title: California Contractor License Number: 1039979 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Print Name: Print Title: Page 518 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-22 4825-3218-1203/024036-0079 EXHIBIT A FORM OF STATEMENT OF FINANCIAL CONDITION MFO Holding Company, LLC As of __________ ___, 2022 Prepared: ___________ ___, 2022 Guarantor hereby certifies that the accompanying Statement of Financial Condition: 1. Is complete and correct to the best of my knowledge; 2. Presents the financial condition of the entity; 3. Presents all liabilities that are required to be reflected, and those liabilities are presented at historical cost; 4. Is prepared in accordance with the Guarantor’s accounting principles, as reviewed and approved by the Public Entities. MFO Holding Company, LLC, sole member, Ira M. Mitzner Page 519 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-23 4825-3218-1203/024036-0079 STATEMENT OF FINANCIAL CONDITION MFO Holding Company, LLC As of ____________ ___, 2022 ASSETS ____________ ___, 2022 CASH, STOCKS AND TRADEABLE MARKET CASH EQUIVALENTS, representing MFO Holding Company’s ownership interest OPERATING / MONEY MARKET / INVESTMENT ACCOUNTS List of CASH ACCOUNTS TOTAL CASH, TRADEABLE STOCKS AND CASH EQUIVALENTS $ Page 520 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda H-24 4825-3218-1203/024036-0079 Statement of Financial Condition Page 2 REAL ESTATE, representing the estimated fair value of MFO Holding Company’s equity interest _________ __, 2022 Real Estate Entity/Property TOTAL REAL ESTATE $ TOTAL ASSETS $ LIABILITIES Bank Loans Outstanding TOTAL LIABILITIES $ NET ASSETS $ Page 521 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda I-1 4825-3218-1203/024036-0079 Exhibit I Listing of Real Estate Agreements 1. Amended, Restated and Combined Lease between the San Diego Unified Port District (the “District”) and Marine Group Boat Works, LLC for property at the North Side of G Street at the terminus of both Quay Avenues and Sandpiper Way in Chula Vista, which lease is on file in the Office of the District Clerk as Document No. 54509, as amended, restated, and modified as of the Effective Date. Lease expires on January 31, 2030, with an eleven year option to extend to January 31, 2041. 2. Lease between the District and Chula Vista Marina, LP, dba Chula Vista Marina, for property located at 550 Marina Parkway in Chula Vista which lease is on file in the Office of the District Clerk as Document No. 14244, as amended, restated, and modified as of the Effective Date. Lease expires on November 30, 2030. 3. Lease between the District and SHM South Bay, LLC, for property located at 640 Marina Parkway in Chula Vista which lease is on file in the Office of the District Clerk as Document No. 73446, as amended, restated, and modified as of the Effective Date and expiring on June 30, 2032. 4. Lease between the District and Sun Chula Vista Bayfront RV LLC for property located at 825 E Street in Chula Vista (Costa Vista RV Park) which lease is on file in the Office of the District Clerk as Document No. 70407 (“RV Park Lease”), as amended, restated, and modified as of the Effective Date and expiring on September 16, 2085. Page 522 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda J-1 4825-3218-1203/024036-0079 Exhibit J Total Convention Center Development Fee Effective Date: $2,520,000 (the “Initial Development Fee Payment”) On the first day of each full calendar month after the Effective Date for a total of thirty-six (36) months: $175,000 Completion of the Convention Center: $1,260,000 Twelve months after Completion of the Convention Center: $2,520,000* 2,520,000 final payment to come from the General Contingency line item for the Hotel and Parking Improvements budget if remaining funds are available twelve months following the Completion of the Convention Center. Page 523 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-1 4825-3218-1203/024036-0079 Exhibit K-1 Form of Developer’s Phase 1A Payment Request 202[_] Chula Vista Bayfront Facilities Financing Authority PO Box 5296 Chula Vista, CA 91912 Attention: [Executive Director] Re: Developer’s Phase 1A Payment Request No. [___] under Project Implementation Agreement the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”). Payment Request of $[_________] Requested Payment Date: [_________], 20[__]1 Ladies and Gentlemen: The Developer submits this Developer’s Phase 1A Payment Request No. [___] (the Payment Request”) pursuant to Section 9.1.2 of the Agreement with respect to the Developer’s Phase 1A Infrastructure Improvements. Capitalized terms used herein without definition shall have the meanings assigned in the Agreement. The Developer hereby requests that the Authority, on the requested payment date set forth above (the “Requested Payment Date”), direct the Trustee to transfer $ [_____] (the “Requested Payment Amount”) from the [Account] to the [Account]. The Requested Payment Amount is calculated as set forth on Schedule 1. In connection with the requested payment, the Developer hereby represents, warrants and certifies as of the date hereof as follows: a) Schedule 1 accurately reflects for each line item in the Developer’s Phase 1A Infrastructure Improvements Budget, (i) the current budget amount, (ii) amounts previously funded by the Authority, (iii) the Requested Payment Amount, (iv) hard costs incurred, including retainage and (v) retainage withheld. 1 To be not less than 10 business days after the date of the Developer’s Phase 1A Payment Request. Page 524 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-2 4825-3218-1203/024036-0079 b) Schedule 2 accurately lists, for the Requested Payment Amount, each Person to whom any of the Developer’s Phase 1A Infrastructure Improvements Costs have been or will be paid and, for each line item in such schedule and for each such Person, the following: (i) the name of the payee paid or to be paid, (ii) the invoice date, invoice number and amount that Developer has paid to such Person or intends to pay to such Person during the next 30 days, (iii) a description of the purpose of such payment, specifying the line item relating to each such payment. c) Schedule 3 accurately lists, since inception of Developer’s Phase 1A Infrastructure Improvements work, each Person to whom any of the Developer’s Phase 1A Infrastructure Improvements Costs have been or will be paid and, for each line item in such schedule and for each such Person, the following: (i) the name of the payee paid or to be paid, (ii) the invoice date, invoice number and amount that Developer has paid to such Person or intends to pay to such Person during the next 30 days, (iii) a description of the purpose of such payment, specifying the line item relating to each such payment, (iv) amounts eligible for reimbursement under the Sewer Agreement, v) amounts eligible for credit under the BFDIF Program, (vi) amounts to be funded from other sources and (vii) the amounts that have been expended and applied to pay Developer’s Phase 1A Infrastructure Improvements Costs in accordance with Contract Documents and the Agreement (or, with respect to the Early Work Costs, in accordance with the Early Work Agreement), except for and amounts paid in respect of the Stipulated Developer’s Phase 1A Infrastructure Improvements Overhead Amount. The amounts listed in Schedule 3 do not include any Non-Project Costs or Excluded Costs. The information set forth in Schedule 3 as noted above is true, correct and complete in all material respects. d) The Developer has delivered or caused to be delivered to the Authority: i) copies of true and complete invoices that have been tendered for all Developer’s Phase 1A Infrastructure Improvements Costs pursuant to any Payment Request, and ii) statutory lien/stop payment notice conditional waivers and releases associated with all work performed, or supplies provided, for the Developer’s Phase 1A Infrastructure Improvements and for which payment is requested in the appropriate statutory form, other than Excluded Mechanics Lien Waivers, and iii) copies of all change orders executed prior to the date of this Payment Request. e) To Developer’s actual knowledge, after inquiring with Developer’s architect or engineer who has a representative at the Project Site, the construction performed for the Developer’s Phase 1A Infrastructure Improvements as of the date hereof has been performed substantially in accordance in all material respects with the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements, or to the extent any such construction has not been performed substantially in accordance in all material respects with the Approved Drawings 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 Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements. Page 525 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-3 4825-3218-1203/024036-0079 f) To the actual knowledge of Developer (after enquiring with Developer’s General Contractor), except as described in (e) above, no work or component of work has been rejected or disapproved by an inspector or other authorized representative of the City’s building or public works departments or a stormwater inspector representing the Port District. g) The amount of the Payment Request reflects a reduction of $[_____], being the amount for which the Developer does not intend to pay any General Contractor or any Subcontractor. h) The Developer’s Phase 1A Infrastructure Improvements Budget presently in effect is dated [__________] [and has not been amended] [and includes all amendments through Developer’s Phase 1A Infrastructure Improvements Budget Amendment No. [___]]. Said budget (i) is based on reasonable assumptions as to all legal and factual matters material to the estimates set forth therein, ii) has been prepared in good faith and with due care, (iii) accurately sets forth, for each line item in the Developer’s Phase 1A Infrastructure Improvements 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. i) As of the date hereof, no Event of Default exists. j) As of the date hereof, Developer has complied with all applicable provisions of Section 7.2.3.1 of the Agreement. k) [__] months have passed since the Commencement Date, and as such the amount of the Developer’s Phase 1A Project Administration Fee that has accrued as of the date hereof $[___]. Attached to this Payment Request as Exhibit 1 is a certificate from the Architect (the Architect’s Certificate”). SIGNATURE PAGE FOLLOWS] Page 526 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-4 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, the undersigned has executed this Developer’s Phase 1A Payment Request as of this [___] day of [_________], 202[_]. DEVELOPER limited liability company By: * Page 527 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-5 4825-3218-1203/024036-0079 Schedule 1 to Developer’s Phase 1A Payment Request Line Description Amount 1 The Developer’s Phase 1A Infrastructure Improvements Costs incurred or to be incurred by Developer and for which Developer has made or intends to make actual payment prior to the next Developer’s Phase 1A Payment Request: 2 The Stipulated Developer’s Phase 1A Infrastructure Improvements Overhead Amount that has accrued as of the date of the Developer’s Phase 1A Payment Request: 3 Total of Lines 1 and 2: $ Certificate: the Developer’s Phase 1A Contract Sum: Contractor or any Subcontractor (except to the extent the applicable work has been performed by others the 7 Total of Lines 4, 5 and 6: $ Page 528 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-6 4825-3218-1203/024036-0079 Schedule 2 to Developer’s Phase 1A Payment Request See attached] Page 529 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda RIDA Chula Vista, LLC - Phase 1A Infrastructure Schedule 2A DRAW - SUMMARY Item Description Original Budget Previous Adjustments Current Adjustments Note Revised Budget Previous Payments This Period Costs Total Paid To Date Hard Costs Including Retainage Total Complete Balance to Finish Retainage A-1 HARD CONSTRUCTION COSTS 28,075,263.00$ -$ 28,075,263.00$ -$ -$ -$ -$ 0.00% 28,075,263.00$ -$ A-2 Welded Steel Pipe Option 1,214,189.00$ -$ 1,214,189.00$ -$ -$ -$ -$ 0.00% 1,214,189.00$ A-3 Construction Contingency 799,822.00$ -$ 799,822.00$ -$ -$ -$ -$ 0.00% 799,822.00$ -$ B ARCHITECTURE, ENGINEERING FEES 931,562.00$ -$ 931,562.00$ -$ -$ -$ 0.00% 931,562.00$ C STIPULATED DEVELOPER'S OVERHEAD AMOUNT/G&A 3,000,000.00$ -$ 3,000,000.00$ -$ -$ -$ 0.00% 3,000,000.00$ D SDG&E DRY UTILITIES 399,917.00$ -$ 399,917.00$ -$ -$ -$ 0.00% 399,917.00$ E BUILDERS RISK, GL AND WC INSURANCE 435,000.00$ -$ 435,000.00$ -$ -$ -$ 0.00% 435,000.00$ F PERMIT FEES & PLAN CHECK FEES & INSPECTION FEES 1,207,877.00$ -$ 1,207,877.00$ -$ -$ -$ 0.00% 1,207,877.00$ G IMPACT FEES / CONNECTION FEES -$ -$ -$ -$ -$ -$ 0.00% -$ H CONTINGENCY 4,395,088.00$ -$ 4,395,088.00$ -$ -$ -$ 0.00% 4,395,088.00$ I PAYMENT BONDS 136,384.00$ -$ 136,384.00$ -$ -$ -$ 0.00% 136,384.00$ J LEGAL & OTHER PROFESSIONAL FEES -$ -$ -$ -$ -$ -$ 0.00% -$ K PROPOSED GATEWAY SIGN 110,000.00$ -$ 110,000.00$ -$ -$ -$ 0.00% 110,000.00$ L EARLY WORK 859,344.00$ -$ 859,344.00$ -$ -$ -$ 0.00% 859,344.00$ M PROJECT ADMINISTRATION FEE 737,109.00$ -$ 737,109.00$ -$ -$ -$ 0.00% 737,109.00$ TOTAL PHASE 1A PROJECT COST:42,301,555.00$ -$ -$ 42,301,555.00$ -$ -$ -$ -$ 0.00% 42,301,555.00$ BUDGET DRAFT s NOT FINAL) PAYMENTS SUMMARY Page 1 of 1Page 530 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Schedule 2B Code Kind of Work Invoice Date Invoice # Vendor Description Amount Total Dt Pd Ck# Amounts Unpaid A-1 HARD CONSTRUCTION COSTS -$ A-1-1 -$ A-1-2 -$ A-1-3 -$ A-2 Welded Steel Pipe Option -$ A-2-1 -$ A-2-2 -$ A-2-3 -$ A-3 Construction Contingency -$ A-3-1 -$ A-3-2 -$ A-3-3 -$ B ARCHITECTURE, ENGINEERING FEES -$ B-46 -$ B-47 -$ B-48 -$ B-49 -$ B-50 -$ C STIPULATED DEVELOPER'S OVERHEAD AMOUNT/G&A -$ C-1 -$ C-2 -$ C-3 -$ D SDG&E DRY UTILITIES -$ D-1 -$ D-2 -$ D-3 -$ E BUILDERS RISK, GL AND WC INSURANCE -$ E-1 -$ E-2 -$ E-3 -$ F PERMIT FEES & PLAN CHECK FEES & INSPECTION FEES -$ F-4 -$ F-5 -$ F-6 -$ G IMPACT FEES / CONNECTION FEES -$ G-1 -$ G-2 -$ G-3 -$ H CONTINGENCY H-1 I PAYMENT BONDS -$ I-1 -$ I-2 -$ I-3 -$ J LEGAL & OTHER PROFESSIONAL FEES -$ J-1 -$ J-2 -$ J-3 -$ K PROPOSED GATEWAY SIGN -$ K-1 -$ RIDA Chula Vista, LLC - Phase 1A Infrastructur Detail Invoice Costs Incurred, Draw 8 Page 1 of 2Page 531 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Schedule 2B Code Kind of Work Invoice Date Invoice # Vendor Description Amount Total Dt Pd Ck# Amounts Unpaid RIDA Chula Vista, LLC - Phase 1A Infrastructur Detail Invoice Costs Incurred, Draw 8 K-2 -$ K-3 -$ L EARLY WORK -$ L-1 -$ L-2 -$ L-3 -$ M PROJECT ADMINISTRATION FEE -$ M-1 -$ M-2 -$ M-3 -$ TOTAL PHASE 1A PROJECT COST: -$ -$ Page 2 of 2Page 532 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-7 4825-3218-1203/024036-0079 Schedule 3 to Developer’s Phase 1A Payment Request See attached] Page 533 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Schedule 3 ALL Invoice Costs Incurred Draw Code Kind of Work Invoice Date Invoice # Vendor Description Amount BFDIF Sewer Other/Bond Proceeds Total Dt Pd Ck# Amounts Un aid HARD CONSTRUCTION COSTS 0% 0% 0% ARCHITECTURE, ENGINEERING FEES 0% 0% 0% STIPULATED DEVELOPER'S OVERHEAD AMOUNT/G&A 0% 0% 0% SDG&E DRY UTILITIES 0% 0% 0% BUILDERS RISK, GL AND WC INSURANCE 0% 0% 0% PERMIT FEES & PLAN CHECK FEES & INSPECTION FEES 0% 0% 0% IMPACT FEES / CONNECTION FEES 0% 0% 0% CONTINGENCY 0% 0% 0% PAYMENT BONDS 0% 0% 0% LEGAL & OTHER PROFESSIONAL FEES 0% 0% 0% PROPOSED GATEWAY SIGN 0% 0% 0% EARLY WORK 0% 0% 0% PROJECT ADMINISTRATION FEE 0% 0% 0% DRAW TOTAL -$ -$ -$ -$ -$ CUMULATIVE TOTAL -$ -$ -$ -$ -$ RIDA Chula Vista, LLC - Phase 1A Infrastructur FUND SOURCES Page 534 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-8 4825-3218-1203/024036-0079 EXHIBIT 1 Certificate of Architect 20[__] Chula Vista Bayfront Facilities Financing Authority PO Box 5296 Chula Vista, CA 91912 Attention: [Executive Director] RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Ira Mitzner; Luke Charlton Re: Developer’s Phase 1A Payment Request No. [___] under Project Implementation Agreement the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”). Payment Request of $[_________] Requested Payment Date: [_________], 20[__] Ladies and Gentlemen: 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 Developer’s Phase 1A 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 Developer’s Phase 1A Infrastructure Improvements as of the date hereof has been performed substantially in accordance in all material respects with the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements, or to the extent any such construction has not been performed Page 535 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-1-9 4825-3218-1203/024036-0079 substantially in accordance in all material respects with the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements, 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 Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements. The foregoing certification is subject to an evaluation of the Developer’s Phase 1A Infrastructure Improvements for conformance with the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements upon Completion, to results of subsequent tests and inspections, and to correction of minor deviations from the Approved Drawings and Specifications with respect to the Developer’s Phase 1A Infrastructure Improvements 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 material suppliers, or (4) made examination to ascertain how or for what purpose the Developer has used money previously paid on account of the Developer’s Phase 1A Contract Sum. c) Except as described in (b) above, no work or component of work has been rejected or disapproved by an inspector or other authorized representative of the City’s building or public works departments or a stormwater inspector representing the Port District. d) 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 Authority is entitled to rely on the foregoing representations, warranties and certifications in authorizing and making the disbursement requested in the Payment Request. SIGNATURE PAGE FOLLOWS] Page 536 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-1 4825-3218-1203/024036-0079 Exhibit K-2 Form of Convention Center Payment Request 202[_] Chula Vista Bayfront Facilities Financing Authority PO Box 5296 Chula Vista, CA 91912 Attention: [Executive Director] Re: Convention Center Payment Request No. [___] under Project Implementation Agreement the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”). Payment Request of $[_________] Requested Payment Date: [_________], 20[__]2 Ladies and Gentlemen: The Developer submits this Convention Center Payment Request (the “Payment Request”) pursuant to Section 9.2.2 of the Agreement with respect to the Convention Center. Capitalized terms used herein without definition shall have the meanings assigned in the Agreement. The Developer hereby requests that the Authority, on the requested payment date set forth above (the “Requested Payment Date”), direct the Trustee to transfer $ [_____] (the “Requested Payment Amount”) from the [Account] to the [Account]. The Requested Payment Amount is calculated as set forth on Schedule 1. In connection with the requested payment, the Developer hereby represents, warrants and certifies as of the date hereof as follows: a) Schedule 1 accurately reflects for each line item in the Convention Center Budget, (i) the current budget amount, (ii) amounts previously funded by the Authority, (iii) the Requested Payment Amount, (iv) hard costs incurred, including retainage and (v) retainage withheld. 2 NTD: To be not less than 10 business days after the date of the Convention Center Payment Request. Page 537 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-2 4825-3218-1203/024036-0079 b) Schedule 2 accurately lists, for the Requested Payment Amount, each Person to whom any of the Convention Center Costs have been or will be paid and, for each line item in such schedule and for each such Person, the following: (i) the name of the payee paid or to be paid, (ii) the invoice date, invoice number and amount that Developer has paid to such Person or intends to pay to such Person during the next 30 days, (iii) a description of the purpose of such payment, specifying the line item relating to each such payment. c) Schedule 3 accurately lists, since inception of the Convention Center work, each Person to whom any of the Convention Center Costs have been or will be paid and, for each line item in such schedule and for each such Person, the following: (i) the name of the payee paid or to be paid, and, (ii) amount that Developer has paid to such Person, (iii) the invoice date, invoice number and amount that Developer intends to pay to such Person during the next 30 days, (iv) a description of the purpose of such payment, specifying the line item relating to each such payment, and (v) the amounts that have been expended and have been applied to pay Convention Center Costs in accordance with Contract Documents and the Agreement, except for $[_____] and amounts paid in respect of the Development Fees and Stipulated Convention Center Overhead Amount. The amounts listed on Schedule 3 do not include any Non-Project Costs. The information set forth in Schedule 3 as noted above is true, correct and complete in all material respects. d) The Developer has delivered or caused to be delivered to the Authority: i) copies of true and complete invoices that have been tendered for all Convention Center Costs pursuant to any Payment Request, and ii) statutory lien/stop payment notice conditional waivers and releases associated with all work performed, or supplies provided, for the Convention Center and for which payment is requested in the appropriate statutory form, other than Excluded Mechanics Lien Waivers, and iii) copies of all change orders executed prior to the date of the Payment Request. e) To Developer’s actual knowledge, after inquiring with Developer’s architect or engineer who has a representative at the Project Site, the construction performed for the Convention Center as of the date hereof has been performed substantially in accordance in all material respects with the Convention Center Plans, or to the extent any such construction has not been performed substantially in accordance in all material respects with the Approved Drawings 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 Convention Center Plans. f) [Reserved]. g) The amount of the Payment Request reflects a reduction of $[_____], being the amount for which the Developer does not intend to pay General Contractor or any Subcontractor except to the extent the applicable work has been performed by others the Developer intends to pay). h) The Convention Center Budget presently in effect is dated [__________] [and has not been amended] [and includes all amendments through Convention Center Budget Amendment No. Said budget (i) is based on reasonable assumptions as to all legal and factual matters material Page 538 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-3 4825-3218-1203/024036-0079 to the estimates set forth therein, (ii) has been prepared in good faith and with due care, iii) accurately sets forth, for each line item in the Convention Center 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. i) As of the date hereof, no Event of Default exists. j) As of the date hereof, Developer has complied with all applicable provisions of Section 7.2.3.1 of the Agreement. Attached to this Payment Request as Exhibit 1 is a certificate from the Architect (the Architect’s Certificate”). SIGNATURE PAGE FOLLOWS] Page 539 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-4 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, the undersigned has executed this Convention Center Payment Request as of this [___] day of [_________], 202[_]. DEVELOPER limited liability company By: * Page 540 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-5 4825-3218-1203/024036-0079 Schedule 1 to Convention Center Payment Request Line # Description Amount 1 The Convention Center Costs incurred or to be incurred by Developer and for which Developer has made or intends to make actual payment prior to the next Convention Center Payment Request: has accrued as of the date of the Convention Center Payment Request: 3 that has accrued as of the date of the Convention Center Payment Request: 4 Total of Lines 1, 2 and 3: $ Certificate: Center Contract Sum: General Contractor or any Subcontractor (except to the extent the applicable work has been performed by others the Developer intends to pay): 8 Total of Lines 5, 6 and 7: $ Page 541 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-6 4825-3218-1203/024036-0079 Schedule 2 to Convention Center Payment Request See attached] Page 542 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda GAYLORD PACIFIC - RIDA Chula Vista LLC - Convention Center Schedule 2A DRAW - SUMMARY Item Description Original Budget Previous Adjustments Current Adjustments Note Revised Budget Previous Payments This Period Costs Total Paid to Date Total Combined Paid To Date Total Complete Balance to Finish Retainage A1 HARD CONSTRUCTION COSTS - GMP Convention Center 308,364,640$ 308,364,640$ -$ -$ -$ -$ 0.00% 308,364,640.00$ -$ B ARCHITECTURE, ENGINEERING AND TESTING FEES 7,000,000$ 7,000,000$ -$ -$ -$ -$ 0.00% 7,000,000.00$ -$ C FF&E / OS&E / RELATED EXPENSES -$ -$ -$ -$ -$ -$ 0.00% -$ -$ D PRE-OPENING EXPENSES / SALES CENTER BUILD OUT / OPENING CASH 8,750,000$ 8,750,000$ -$ -$ -$ -$ 0.00% 8,750,000.00$ -$ E GENERAL ADMINISTRATION AND SUPERVISION (including predevelopment) 3,500,000$ 3,500,000$ -$ -$ -$ -$ 0.00% 3,500,000.00$ F DEVELOPMENT FEE 10,080,000$ 10,080,000$ -$ -$ -$ -$ 0.00% 10,080,000.00$ G LEGAL AND OTHER PROFESSIONAL FEES 5,250,000$ 5,250,000$ -$ -$ -$ -$ 0.00% 5,250,000.00$ H TITLE INSURANCE, RECORDING FEES AND OTHER COSTS 462,000$ 462,000$ -$ -$ -$ -$ 0.00% 462,000.00$ I INSURANCE 5,810,000$ 5,810,000$ -$ -$ -$ -$ 0.00% 5,810,000.00$ J 7,538,276$ 7,538,276$ -$ -$ -$ -$ 0.00% 7,538,276.00$ K PROPERTY TAXES 4,214,023$ 4,214,023$ -$ -$ -$ -$ 0.00% 4,214,023.00$ L UTILITIES / MISC. PERMITS / FEES / COSTS 1,750,000$ 1,750,000$ -$ -$ -$ -$ 0.00% 1,750,000.00$ TOTAL PROJECT COST: 362,718,939$ -$ -$ 362,718,939$ -$ -$ -$ -$ 0.00% 362,718,939.00$ BUDGET PAYMENTS SUMMARY IMPACT FEES / CONNECTION FEES / PLAN FEES / PERMIT FEES / PAYMENT BOND FEE Page 543 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Schedule 2B Code Kind of Work Invoice Date Invoice # Vendor Description Amount Total Dt Pd Ck# Amounts Un a A HARD CONSTRUCTION COSTS - GMP Convention Center -$ A-1 -$ A-2 -$ A-3 -$ B ARCHITECTURE, ENGINEERING AND TESTING FEES -$ B-1 -$ B-2 -$ B-3 -$ C FF&E / OS&E / RELATED EXPENSES -$ C-1 -$ C-2 -$ C-3 -$ D OPENING CASH -$ D-1 -$ D-2 -$ D-3 -$ E GENERAL ADMINISTRATION AND SUPERVISION including predevelopment)-$ E-1 -$ E-2 -$ E-3 -$ F DEVELOPMENT FEE -$ F-1 -$ F-2 -$ F-3 -$ G LEGAL AND OTHER PROFESSIONAL FEES -$ G-1 -$ G-2 -$ G-3 -$ H TITLE INSURANCE, RECORDING FEES AND OTHER COSTS -$ H-1 -$ H-2 -$ H-3 -$ I INSURANCE -$ I-1 -$ I-2 -$ I-3 -$ J -$ J-1 -$ J-2 -$ J-3 -$ K PROPERTY TAXES -$ K-1 -$ K-2 -$ K-3 -$ L UTILITIES / MISC. PERMITS / FEES / COSTS -$ L-1 -$ L-2 -$ L-3 -$ TOTAL CONVENTION CENTER COST -$ -$ RIDA Chula Vista, LLC - Convention Cente Detail Invoice Costs Incurred, Draw IMPACT FEES / CONNECTION FEES / PLAN FEES / PERMIT FEES / PAYMENT BOND FEE Page 544 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-7 4825-3218-1203/024036-0079 Schedule 3 to Convention Center Payment Request See attached] Page 545 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Schedule 3 Draw Code Invoice Date Invoice # Vendor Description Amount Total Dt Pd Ck# Amounts Unpaid Total Project -$ RIDA Chula Vista, LLC - Convention Cente ALL Invoice Costs Incurred Page 546 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-8 4825-3218-1203/024036-0079 EXHIBIT 1 Certificate of Architect 20[__] Chula Vista Bayfront Facilities Financing Authority PO Box 5296 Chula Vista, CA 91912 Attention: [Executive Director] RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Ira Mitzner; Luke Charlton Re: Convention Center Payment Request No. [___] under Project Implementation Agreement the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”). Payment Request of $[_________] Requested Payment Date: [_________], 20[__] Ladies and Gentlemen: 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 Convention Center 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 Convention Center as of the date hereof has been performed substantially in accordance in all material respects with the Convention Center Plans, or to the extent any such construction has not been performed substantially in accordance in all material respects with Convention Center Plans, the amount to be disbursed under this payment Page 547 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-9 4825-3218-1203/024036-0079 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 Convention Center Plans. The foregoing certification is subject to an evaluation of the Convention Center for conformance with the Convention Center Plans upon Completion, to results of subsequent tests and inspections, and to correction of minor deviations from the Convention Center Plans 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 material suppliers, or (4) made examination to ascertain how or for what purpose the Developer has used money previously paid on account of the Convention Center Contract Sum. c) [Reserved] d) 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 Authority is entitled to rely on the foregoing representations, warranties and certifications in authorizing and making the disbursement requested in the Payment Request. SIGNATURE PAGE FOLLOWS] Page 548 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda K-2-10 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, the undersigned has executed this Certificate of Architect as of this [___] day of [_________], 201[__]. By: _____________________________________ Name: Title: Page 549 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda L-1 4825-3218-1203/024036-0079 Exhibit L Sole Source Subcontract Award Approval Developer’s Phase 1A Infrastructure Improvements) Request No. Reference is made to that certain Project Implementation Agreement (the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the “Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority, a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“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 sole-source subcontract to [insert dba] for Developer’s Phase 1A Infrastructure Improvements. A draft of such subcontract is attached as Exhibit 1 hereto. In connection with this Sole Source Subcontract Award Approval Request, the undersigned hereby certifies, represents and warrants to the Authority, 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 this Sole Source 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 sole source subcontract is in the amount of $ . E. The Developer recommends a sole source contract. F. The proposed sole source subcontract has been awarded in accordance with the Agreement, including Exhibit G-1, and the Authority Procurement Policy. G. The subject commodity or service is reasonably available in a manner consistent with the timely completion of the Developer’s Phase 1A Infrastructure Improvements in accordance with the Page 550 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda L-2 4825-3218-1203/024036-0079 Agreement from only one known source as the result of unique performance capabilities, manufacturing processes, compatibility requirements or market conditions. By the Authority’s execution of this Sole Source Subcontract Award Approval Request, the Authority hereby waives the provisions of the Authority Procurement Policy to the extent necessary to enable the sole source subcontract described in this Sole Source Subcontract Award Approval Request by Developer’s General Contractor. Signature Pages Follow] Page 551 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda L-3 4825-3218-1203/024036-0079 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: RIDA CHULA VISTA, LLC, a Delaware limited liability company California Contractor License Number: 1039979 By: Name], [Title] Dated: Page 552 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda L-4 4825-3218-1203/024036-0079 By the Authority’s execution of this Sole Source Subcontract Award Approval Request, and in reliance upon the Developer’s representations and certifications set forth in the above request for approval of Sole Source Subcontract Award, the Authority hereby approves such award. APPROVED: AUTHORITY: CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, a joint exercise of powers authority By: Name], [Title] Dated: Page 553 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda L-5 4825-3218-1203/024036-0079 Exhibit 1 Draft Subcontract See attached] Page 554 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda M-1 4825-3218-1203/024036-0079 Exhibit M Best Qualified Contractor Subcontract Award Approval Developer’s Phase 1A Infrastructure Improvements) Request No. Reference is made to that certain Project Implementation Agreement (the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the “Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority, a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“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 dba] as a “best qualified” contractor (as described in the Authority Procurement Policy). 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 Authority, 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 this 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 General 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). Page 555 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda M-2 4825-3218-1203/024036-0079 F. (select 1 option, delete the other options) For work estimated to be equal to or in excess of $75,000, [the Developer or its General Contractor solicited three competitive proposals from the pre-qualified list of subcontractors] OR [the Developer determined that soliciting proposals for such work was not practical under the circumstances]. OR For work estimated to be less than $75,000, [the Developer or its General Contractor solicited two competitive proposals from the pre-qualified list of subcontractors] OR [the Developer determined that soliciting proposals for such work was not practical under the circumstances]. G. The Developer or its General 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). H. The Developer conducted a pre-selection in-depth interview with potential “best qualified” subcontractors. I. [The Developer offered a pre-selection process for potential subcontractors to present a “best and final offer”.] [Insert if applicable] J. The Developer determined that the proposed subcontractor provided the best value for the Project. K. The proposed subcontract has been awarded in accordance with the Agreement, including Exhibit G-1, and the Authority Procurement Policy. The Developer hereby requests a waiver pursuant to Section 2(d)(ii) of the Authority Procurement Policy with respect to the proposed subcontractor, and by the Authority’s execution of this Best Qualified Contractor Subcontract Award Approval Request, the Authority hereby grants such waiver.] [NTD: Include if the proposed subcontractor is not the lowest responsive and responsible bidder for a unit of work and the proposed subcontractor’s bid exceeds the engineer’s estimate or other approved estimate for the work by more than ten percent.] Signature Pages Follow] Page 556 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda M-3 4825-3218-1203/024036-0079 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: RIDA CHULA VISTA, LLC, a Delaware limited liability company California Contractor License Number: 1039979 By: Name], [Title] Dated: Page 557 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda M-4 4825-3218-1203/024036-0079 By the Authority’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 Authority hereby approves such award. APPROVED: AUTHORITY: CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, a joint exercise of powers authority By: Name], [Title] Dated: Page 558 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda M-5 4825-3218-1203/024036-0079 Exhibit 1 Draft Subcontract See attached] Page 559 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda N-1-1 4825-3218-1203/024036-0079 Exhibit N-1 List of Approved Arbitrators Hon. Jeffrey Barton, Ret. Hon. Frederick Aguirre, Ret. Hon. Victor Bianchini, Ret. Hon. Herbert Hoffman, Ret. Hon. Thomas Nugent, Ret. Hon. Robert Polis, Ret. Hon. Clay Smith, Ret. Hon. David Velasquez, Ret. Page 560 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda N-2-1 4825-3218-1203/024036-0079 Exhibit N-2 List of Approved Mediators Hon. Jeffrey Barton, Ret. Hon. Frederick Aguirre, Ret. Hon. Victor Bianchini, Ret. Hon. Herbert Hoffman, Ret. Hon. Leo Papas, Ret. Hon. Robert Polis, Ret. Hon. Clay Smith, Ret. Hon. David Velasquez, Ret. Page 561 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda O-1 4825-3218-1203/024036-0079 Exhibit O Energy Requirements The Parties acknowledge that Section 15 of the Settlement Agreement requires that all Developments” within the Proposed Project (as defined in the Settlement Agreement) area achieve, in the aggregate, a fifty percent (50%) reduction in annual energy use (the “50% Energy Standard”) compared to that allowed under the Building Energy Efficiency Standards, Title 24, Part 6, of the California Code of Regulations in effect as of May 4, 2010 (“2010 Title 24”). To implement Section 15 of the Settlement Agreement with respect to the Project, the Parties agree as follows: a) Developer represents and warrants that it has prepared the Plans (as defined in the Ground Lease) and the Convention Center Plans (collectively, the “Energy Requirement Plans”) in such a manner that each building will operate at an energy consumption level equal to or better than the more stringent of the following two standards, which shall be referred to herein as, the Minimum Energy Efficiency Design Standard”: (i) fifteen percent (15%) less than the amount of energy that each building would otherwise be permitted to consume under 2010 Title 24; or (ii) the minimum energy efficiency performance standard adopted by the City at the time a building permit application is submitted for each building. b) No later than thirty (30) days prior to the date when the first building in the Project is open for business, Developer shall deliver to Authority for Authority’s approval, a measurement and verification plan for energy efficiency for the Project based on the Energy Requirement Plans (as approved by Authority in accordance with this Agreement or the Port District in accordance with the Ground Lease, as applicable) (the “M&V Plan”). Developer shall also provide a courtesy copy of the M&V Plan to the City and Port District concurrently with its delivery to Authority. c) Developer shall implement and maintain the M&V Plan throughout the Term. d) Developer shall cause the performance of, and deliver to Port District and City, an energy consumption audit for each of the buildings in the Project no less frequently than every three (3) years after the Completion of the Resort Hotel and the Completion of the Parking Improvements, as applicable, as more particularly set forth in Section 15.2.2.4 of the Settlement Agreement (the “Required Energy Audits”). e) If the City and Port District ultimately determine that the Energy Requirement Plans do not achieve the 50% Energy Standard as applied to the Project (as defined in the Ground Lease), Developer, the City and Port District shall work together to identify additional energy savings measures, programs or credits (collectively, “Additional Energy Savings Measures”) available to achieve the 50% Energy Standard. Such Additional Energy Savings Measures may include, without limitation, Developer’s participation in renewable or “time of use” energy purchase programs, and/or other measures identified in Section 15.2 of the Settlement Agreement. Developer agrees to participate in and/or implement the Additional Energy Savings Measures so identified at Developer’s cost, to the extent “commercially reasonable” (as defined below), in order to maximize energy use reduction at the Project (as defined in the Ground Lease), in the aggregate, up to the 50% Energy Standard. If, despite Developer’s efforts, Developer cannot reduce the energy use standard at the Project (as defined in the Ground Lease) to achieve the 50% Energy Standard, either because it is Page 562 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda O-2 4825-3218-1203/024036-0079 not commercially reasonable to do so, or Developer’s participation in and/or implementation of the Additional Energy Savings Measures identified by the City and Port District do not result in the 50% Energy Standard, the City and Port District agree to identify additional energy savings measures or credits that the City and Port District could implement (at a cost to be shared equally by the City and Port District) or cause third parties to implement (without a public subsidy or rent reduction), throughout the Proposed Project (as defined in the Settlement Agreement) area, to achieve the 50% Energy Standard for the Project (as defined in the Ground Lease). For purposes of this Exhibit O, commercially reasonable” Additional Energy Savings Measures are the Additional Energy Savings Measures that Developer reasonably determines can be implemented practicably and cost- effectively at the Project (as defined in the Ground Lease) and that the implementation of which will not interfere with the operation of any portion of the Project. Developer shall cooperate with the City and Port District in good faith to identify locations for the commercially reasonable Additional Energy Savings Measures on the Premises and shall enter into any agreements with Port District and/or the City, as reasonably required, to effectuate the construction of such commercially reasonable Additional Energy Savings Measures on the Premises. f) Developer shall indemnify and defend the Authority, the City, and the Port District, at Developer’s sole cost and expense and with counsel reasonably selected by the Public Entities and reasonably approved by Developer, and hold harmless the Authority, the City, and the Port District for any and all claims (including claims under negligence and strict liability), demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, judgments, and all Related Costs arising directly or indirectly out of any breach by Developer of its obligations under this Exhibit O, except for claims or litigation arising through the sole gross negligence or willful misconduct of any Public Entity Party (but subject to Section 15.4 of this Agreement); provided, that the sole gross negligence or willful misconduct of one Public Entity Party with respect to any Public Entity shall not be attributed to or affect the rights of any Public Entity Party with respect to any other Public Entity under this clause (f). If a Public Entity determines in its reasonable discretion that there is a conflict of interest with Developer’s counsel representing such Public Entity and Developer, or that there is a conflict of interest with counsel representing such Public Entity and the other Public Entities, then such Public Entity, at its election, may conduct its own defense with its own counsel that is reasonably selected by the Public Entity, reasonably approved by Developer, and independent from Developer’s counsel (and in that event Developer will select its own counsel) and the reasonable costs incurred by the applicable Public Entity in such defense shall be covered by the foregoing indemnification, hold harmless and defense obligations and be subject to reimbursement pursuant to the Reimbursement Procedure. The terms of this clause f) shall survive the expiration or earlier termination of this Agreement. Nothing in this Exhibit O shall limit Developer’s obligations to indemnify Port District and the City with regard to the Convention Center Plans, the Improvements, or other Developer’s Phase 1A Infrastructure Improvements if and to the extent required under this Agreement. g) For purposes of the Settlement Agreement, Developer’s obligations to comply with Section 15 of the Settlement Agreement are limited to the requirements set forth herein. So long as Developer has complied with its obligations under this Exhibit O, Section 4.10 of the Ground Lease, and Section 5.8 of this Agreement, Developer will not be in default and will not be in breach under the Ground Lease, this Agreement or the Settlement Agreement based upon any alleged failure to comply with the terms of Section 15 of the Settlement Agreement in the design of the Project. Page 563 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda O-3 4825-3218-1203/024036-0079 h) For purposes of this Exhibit O, “Project” shall mean Project as defined in the Ground Lease. Page 564 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P-1 4825-3218-1203/024036-0079 Exhibit P Form of Developer’s Convention Center Budget CONVENTION CENTER (DRAFT) A HARD CONSTRUCTION COSTS - GMP $ 308,364,640.00 B ARCHITECTURE, ENGINEERING AND TESTING FEES 7,000,000.00 C FF & E / OS & E / RELATED EXPENSES - D PRE-OPENING EXPENSES / SALES CENTER BUILD OUT / OPENING CASH 8,750,000.00 E GENERAL ADMINISTRATION AND SUPERVISION including predevelopment) 3,500,000.00 F DEVELOPMENT FEE 10,080,000.00* G LEGAL & OTHER PROFESSIONAL FEES 5,250,000.00 H TITLE INSURANCE, RECORDING FEES AND OTHER COSTS 462,000.00 I INSURANCE 5,810,000.00 J IMPACT FEES / CONNECTION FEES / PLAN FEES / PERMIT FEES / PAYMENT BOND FEE 11,516,342.00 K PROPERTY TAXES 4,214,023.00 L UTILITIES / MISC. PERMITS / FEES / COSTS 1,208,920.00 TOTAL PROJECT COST:366,155,925.00 Up to an additional $2,520,000 may be reallocated from the General Contingency line item in the Hotel and Parking Improvements budget to the Convention Center Development Fee twelve months after Completion of the Convention Center, increasing the Development Fee with respect to the Convention Center from $10,080,000 to $12,600,000. Page 565 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Q-1 4825-3218-1203/024036-0079 Exhibit Q Port District Transfer Documents Ground Lease Site Lease Project Implementation Agreement Support Agreement Chula Vista Bayfront Master Plan Settlement Agreement filed on May 20, 2010 with the Office of the District Clerk as Document No. 56523 District Conditional Project Approval dated May 3, 2022, filed on May 5, 2022 in the Office of the District Clerk as Document No. 74083 Coastal Development Permit (CDP) issued by the Board of Port Commissioners on June 18, 2019; CDP No. 2019-03, Resolution No. 2019-080, issued on July 11, 2019, Document No. 70152, filed in the Office of the District Clerk on July 29, 2019 Page 566 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-1 4825-3218-1203/024036-0079 Exhibit R Form of Memorandum Agreement and Non-Disturbance Agreement RECORDING REQUESTED BY AND AND WHEN RECORDED RETURN TO: RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Ira Mitzner Above Space for Recorder’s Use Only) MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT This Memorandum of Agreement and Non-Disturbance Agreement, hereinafter Memorandum,” is dated May 26, 2022, among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the “Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers entity created by the City and the Port District pursuant to the Joint Exercise of Powers Act (defined herein below), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”) (collectively, together with their successors and assigns, the “Parties” and, individually, a “Party”), concerning that certain real property described in Exhibits “A-1”, “A-2” and “A-3” and depicted in Exhibits “B-1”, “B-2” and B-3”, attached hereto and by this reference made a part hereof. The Parties have entered into that certain Project Implementation Agreement of even date herewith (the “Agreement”), which contains various covenants, obligations and rights of the Parties, all as more specifically set forth in said Agreement (including, without limitation, the provisions set forth in Annex I attached hereto and by this reference made a part hereof). The Agreement is incorporated in this Memorandum by this reference. The term of the Agreement begins May 26, 2022 and ends May 26, 2088 or sooner, as set forth in Section 3.1 of the Agreement. In no event shall the Term extend beyond sixty-six (66) years from the Effective Date. In amplification of the foregoing, Article XXIII (Nondisturbance) of the Agreement is hereby incorporated by reference as if fully set forth herein and each of the parties hereto acknowledges and reaffirms (i) its respective obligations and agreements under such Article XXIII (Nondisturbance) of the Agreement with respect to the Site Lease, the Facility Lease and the Sublease, each as applicable, and (ii) that each Permitted Lender is an express third party beneficiary hereof and thereof. This Memorandum is not a complete summary of the Agreement. Provisions in this Memorandum shall not be used in interpreting the Agreement provisions. In the event of conflict Page 567 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-2 4825-3218-1203/024036-0079 between the terms of this Memorandum and terms of the Agreement, the terms of the Agreement shall control. Signature Pages Follow] Page 568 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-3 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, the Parties have executed this Memorandum of Agreement as of the date first set forth above. CITY city and municipal corporation By: Maria V. Kachadoorian, City Manager APPROVED AS TO FORM: By: Glen R. Googins, City Attorney DEVELOPER limited liability company By: * Page 569 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-4 4825-3218-1203/024036-0079 PORT DISTRICT AUTHORITY SAN DIEGO UNIFIED PORT DISTRICT, a public corporation CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, a joint exercise of powers authority By: By: APPROVED AS TO FORM AND LEGALITY: APPROVED AS TO FORM AND LEGALITY: By: Thomas A. Russell, General Counsel By: Co-Counsel, Thomas A. Russell, General Counsel of the San Diego Unified Port District By: Co-Counsel, Glen R. Googins, City Attorney of the City of Chula Vista FINANCING DISTRICT BAYFRONT PROJECT SPECIAL TAX FINANCING DISTRICT By: Maria V. Kachadoorian, City Manager Signatories to provide signature authority for signatory Page 570 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-5 4825-3218-1203/024036-0079 EXHIBIT A-1 TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT LEGAL DESCRIPTION OF SITE to be attached prior to execution.) Page 571 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-6 4825-3218-1203/024036-0079 EXHIBIT A-2 TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT LEGAL DESCRIPTION OF GROUND LEASE PROPERTY to be attached prior to execution.) Page 572 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-7 4825-3218-1203/024036-0079 EXHIBIT A-3 TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT LEGAL DESCRIPTION OF DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS SITE to be attached prior to execution.) Page 573 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-8 4825-3218-1203/024036-0079 EXHIBIT B-1 TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT DEPICTION OF SITE to be attached prior to execution.) Page 574 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-9 4825-3218-1203/024036-0079 EXHIBIT B-2 TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT DEPICTION OF GROUND LEASE PROPERTY to be attached prior to execution.) Page 575 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-10 4825-3218-1203/024036-0079 EXHIBIT B-3 TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT DEPICTION OF DEVELOPER’S PHASE 1A INFRASTRUCTURE IMPROVEMENTS SITE to be attached prior to execution.) Page 576 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-11 4825-3218-1203/024036-0079 ANNEX I TO MEMORANDUM OF AGREEMENT AND NON-DISTURBANCE AGREEMENT NONDISTURBANCE PROVISIONS 1. Port District Nondisturbance of Lessee and Sublessee Rights under the Convention Center Leases. In the event the Site Lease terminates, is rejected in any Bankruptcy Case or otherwise ceases to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), the Port District shall recognize the Facility Lease as, and the Facility Lease shall be deemed to be, a direct lease between the Port District, as lessor, and the City, as lessee, and the Port District shall not disturb the City’s leasehold interest or possession of the Site (as defined in the Facility Lease) or the Convention Center under, and on the terms and conditions set forth in, the Facility Lease, and the Port District shall continue to recognize and treat the Sublease as a sublease between the City, as sublessor, and the Developer, as sublessee, and the City shall attorn to and recognize the Port District as the City’s lessor under, and on the terms and conditions set forth in, the Facility Lease. In the event the Facility Lease terminates, is rejected in any Bankruptcy Case or otherwise ceases to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), the Port District shall recognize the Sublease as, and the Sublease shall be deemed to be, a direct lease between the Authority, as lessor, and the Developer, as lessee, and the Developer shall attorn to and recognize the Authority as the Developer’s lessor under, and on the terms and conditions set forth in, the Sublease. In the event both the Site Lease and the Facility Lease terminate, are rejected in any Bankruptcy Case and/or otherwise cease to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), (i) the Port District shall recognize the Sublease as, and the Sublease shall be deemed to be, a direct lease between the Port District, as lessor, and the Developer, as lessee, and the Port District shall not disturb the Developer’s leasehold interest or possession of the Site (as defined in the Sublease) or the Convention Center under, and on the terms and conditions set forth in, the Sublease, and the Developer shall attorn to and recognize the Port District as the Developer’s lessor under, and on the terms and conditions set forth in, the Sublease. Each Permitted Lender is an express third party beneficiary of this Section 1 and is entitled to enforce this Section 1. 2. Authority Nondisturbance of Lessee and Sublessee Rights under the Convention Center Leases. In the event the Facility Lease terminates, is rejected in any Bankruptcy Case or otherwise ceases to exist, in each such case, prior to the expiration of the Sublease Term (and the Sublease has not terminated in accordance with its terms as a result of an Event of Default by the Developer thereunder), the Authority shall recognize the Sublease as, and the Sublease shall be deemed to be, a direct lease between the Authority, as lessor, and the Developer, as lessee, and the Authority shall not disturb the Developer’s leasehold interest or possession of the Site (as defined in the Sublease) or the Convention Center under, and on the terms and conditions set forth in, the Sublease, and the Developer shall attorn to and recognize the Authority as the Developer’s lessor under, and on the terms and conditions set forth in, the Sublease. Each Permitted Lender is an express third party beneficiary of this Section 2 and is entitled to enforce this Section 2. 3. Defined Terms. Capitalized terms used but not defined in this Annex I shall have the meanings set forth in the Agreement. Page 577 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda R-12 4825-3218-1203/024036-0079 who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or On ___________________ before me, ____________________________________, Notary Public, personally appeared 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 OF NOTARY PUBLIC Page 578 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda S-1 4825-3218-1203/024036-0079 Exhibit S Approved Agreements CVBMP Documents The agreements, licenses, right of entry agreements, and other documents included as “Exceptions from Coverage” in that certain Owner’s Policy of Title Insurance issued by Chicago Title Insurance Company to RIDA Chula Vista, LLC on the date of this Lease for File No. 84417C-993-SD2-CFU Agreements set forth in Exhibit T (District Documents) Contemporaneous Agreements Prior Agreements Convention Center Plans Plans and Preliminary Parking Improvement Plans Reimbursement Agreement Sewer Agreement Page 579 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda T-1 4825-3218-1203/024036-0079 Exhibit T District Documents Chicago Title Company Third Amended Preliminary Report dated May 6, 2022 at 7:30 a.m. (Order No. 84417C-993-SD2-CFU) (Title Report) Exception No.* Title Report Description Office of the District Clerk Recording Info Bayfront Financing Authority Document No. 61905 in the Bayfront Master Financing Agreement Document No. 67068 in the Convention Center Project Port and Rida Document No. 67071 in the Page 580 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda U-1 4825-3218-1203/024036-0079 Exhibit U Prior Agreements Disposition and Development Agreement (Sections 4.1(f), 4.7(c), 4.7(d), 4.17, 8.2, and 8.3) Chula Vista Bayfront Project Phase 1A Early Work Implementation and Right of Entry License Agreement (District Clerk No. 73207) Sewer Agreement Reimbursement Agreement Page 581 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda V-1-1 4825-3218-1203/024036-0079 Exhibit V-1 Approved Drawings and Specifications for Developer’s Phase 1A Infrastructure Improvements Attachment D to the DCPA. Page 582 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda V-2-1 4825-3218-1203/024036-0079 Exhibit V-2 Approved Drawings and Specifications for Remaining Phase 1A Infrastructure Improvements Attached on following page.) Page 583 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 05 L002 ILLUSTRATIVE PLAN RECORD DRAWING MS/CL/SN SN/JG CHULA VISTA, CALIFORNIA CV BAYFRONT PARKS - SWEETWATER PARK 03/25/2020 87 MS/CL 10 0 S C H E M A T I C D E S I G N S U B M I T T A L NOT FOR REGULATORY APPROVAL, PERMITTING, OR CONSTRUCTION 05/31/201950% SD SUBMITTAL 02/28/2020100% SD SUBMITTAL (DRAFT) N S E WSCALE: 1"=100' 0 50 100 200 SWEETWATER PARK LOT LIVING COAST DISCOVERY CENTER LOT GROWING GROUNDS TIMELINE PLAZA RESTROOM MEADOW GRASSLAND ON MOUNDS NATURE PLAYGROUND PICNIC AREA PICNIC AREA OVERLOOK OVERLOOK INTERPRETIVE GARDEN MAP PLAZA OVERLOOK VEGETATED BASIN OVERLOOK HILL SHUTTLE STOP ADVENTURE PLAY INTERPRETIVE OVERLOOK SWEETWATER PROMENADE N.I.C.) GROUP EDUCATION RING DUNES SWEETWATER PROMENADE N.I.C.) SWEETWATER PROMENADE N.I.C.) INTERPRETIVE GARDEN PROMENADE EXTENSION TO HARBOR PARK N.I.C.) RV RESORT SEASONAL WETLAND AREA F & G STREET MARSH WILDLIFE BLIND WILDLIFE BLIND ENVIRONMENTAL FENCING ENVIRONMENTAL FENCING OUTER BUFFER FUTURE PHASE N.I.C. FUTURE TIDAL CHANNEL OUTER BUFFER FUTURE PHASE N.I.C. MARINE GROUP BOATWORKS SAN DIEGO BAY SAN DIEGO BAY NATIONAL WILDLIFE REFUGE BASIN BASIN BASIN TEMPORARY DRIVE & PARKING TEMPORARY DRIVE & PARKING PROMENADE MITIGATION AREA HARBOR PARK 1 2 3 8 4 5 7 6 9 13 10 12 11 H E F G X X RENDERING / PHOTOSIM LOCATION DETAIL SECTION LOCATION SWEETWATER PARK LIMIT OF WORK LINE SP-1 SP-2 SP-3 S-2 HP-1 PARCEL PREVIOUSLY DEVELOPED ACRES PROPOSED ACRES OF DEVELOPMENT IN THISPROJECTTOTALPARCELACRES 41.14 14.64 2.53 21.21 2.41 15.4 (SWEETWATER PROMENADE & RV RESORT) 5.47 (SWEETWATER PROMENADE & RV RESORT) 1.52 (RV RESORT) 5.23 (SWEETWATER PROMENADE) 1.32 (SWEETWATER PROMENADE) 10.77 0 1.01 15.98 77 REMAINING ACRES TO BE DEVELOPED 14.97 9.17 0 0 32 Page 584 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda W-1 4825-3218-1203/024036-0079 Exhibit W Form of Equal Opportunity Employment Certification EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION The bidder ____________________________________________________, proposed subcontractor ________________________________________, hereby certifies that he has ___, has not ___, participated in a previous contract or subcontract subject to the equal opportunity clauses, as required by Executive Orders 10925, 11114, or 11246, and that, where required, he has filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance, a Federal Government contracting or administering agency, or the former President’s Committee on Equal Employment Opportunity, all reports due under the applicable filling requirements. Note: The above certification is required by the Equal Employment Opportunity Regulations of the Secretary of Labor (41 CFR 60-1.7(b) (1)), and must be submitted by bidders and proposed subcontractors only in connection with contracts and subcontracts which are subject to the equal opportunity clause. Contracts and subcontracts which are exempt from the equal opportunity clause are set forth in 41 CFR 60-1.5. (Generally only contracts or subcontracts of $10,000 or under are exempt.) Currently, Standard Form 100 (EEO-1) is the only report required by the Executive Orders or their implementing regulations. Proposed prime contractors and subcontractors who have participated in a previous contract or subcontract subject to the Executive Orders and have not filed the required reports should note that 41 CFR 60-1.7(b) (1) prevents the award of contracts and subcontracts unless such contractor submits a report covering the delinquent period or such other period specified by the Federal Highway Administration or by the Director, Office of Federal Contract Compliance, U.S. Department of Labor. By: [BIDDER / CONTRACTOR] Its: Printed Name: Page 585 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda X-1-1 4825-3218-1203/024036-0079 Exhibit X-1 Early Work Agreement To be attached prior to execution.] Page 586 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda CHULA VISTA BAYFRONT PROJECT PHASE 1A EARLY WORK IMPLEMENTATION AND RIGHT OF ENTRY LICENSE AGREEMENT This Phase 1A Early Work Implementation and Right of Entry License Agreement, hereinafter "Agreement", is entered into as of September 1, 2021 (the “Effective Date”), by and among the San Diego Unified Port District, a public corporation ("District"), the City of Chula Vista, a chartered municipal corporation (“City”), the Chula Vista Bayfront Facilities Financing Authority, a California joint exercise of powers authority (“Authority”), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”). District, City, and Authority may be referred to collectively herein as the “Public Entities”. The Public Entities and Developer may each be individually referred to herein as a "Party", or collectively herein as the "Parties”. RECITALS a.On or about May 7, 2018, the District, City, and Developer entered into a Disposition and Development Agreement (“DDA”) to construct, among other things, a convention center, resort hotel and public infrastructure improvements, which includes Developer’s Phase 1A Infrastructure Improvements (as defined in the DDA). Pursuant to the DDA, at the Close of Escrow (as defined in the DDA), the District and Developer will enter into a ground lease for the construction of the resort hotel. The Board of Port Commissioners approved the ground lease on June 15, 2021 (the “Ground Lease”). b.At the Close of Escrow, the District, the City, the Authority, the Bayfront Project Special Tax Financing District and the Developer will enter into a project implementation agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Project Implementation Agreement"), pursuant to which, among other things, the Authority will pay the Developer's Phase 1A Contract Sum (as defined therein) to the Developer in connection with the development and construction of the Developer's Phase 1A Infrastructure Improvements (as defined in the DDA). The Board of Port Commissioners approved the Project Implementation Agreement on June 15, 2021, the City Council of the City of Chula Vista approved the Project Implementation Agreement on June 15, 2021, and the governing board of the Authority approved the Project Implementation Agreement on June 28, 2021. c.The District owns certain real property located in Chula Vista, California, more particularly described on Exhibit “A-1” and delineated on Exhibit "A-2", which is attached hereto and incorporated herein by this reference (the "Premises"). d.The Developer’s Phase 1A Infrastructure Improvements (as defined in the DDA) DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 38)73207 10/07/21 Page 587 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 include the work that is more particularly described on Exhibit “B”, which is attached hereto and incorporated herein by this reference (the “Work”), and more particularly described in the work plan attached as Exhibit “B-1” (“Work Plan”). e.As described in the Work Plan, the Work generally consists of construction and backfill of a trench with installation of electrical facilities across the Premises, which will provide electrical power to adjoining tenants during Developer’s construction of the Developer’s Phase 1A Infrastructure Improvements, convention center, and resort hotel. As described in the Work Plan, some of the electrical facilities are intended to serve temporarily during construction of the Developer’s Phase 1A Infrastructure Improvements, convention center, and resort hotel, and to be removed by Developer upon completion of the construction of the Developer’s Phase 1A Infrastructure Improvements, resort hotel, and convention center. f.The DDA contemplates that the Developer will develop Developer’s Phase 1A Infrastructure Improvements, including the Work, after the Close of Escrow (as defined in the DDA). g.Developer has now requested early access to the Premises – i.e., prior to the Close of Escrow – in order to perform the Work, which Developer contends will allow for greater efficiency in the construction of the Developer’s Phase 1A Infrastructure Improvements post-Close of Escrow and shorten Developer’s construction schedule. h.The Public Entities are willing to permit Developer to perform the Work subject to the terms and conditions set forth herein. i.Under the DDA, the Developer is to be reimbursed for the Phase 1A Infrastructure Costs (as defined in the DDA) if certain requirements are met, including but not limited to, the issuance of bonds by the Authority at the Close of Escrow. j.On January 8, 2020, the Board of Directors of the Authority (“Authority Board”) adopted Resolution 2020-001 initially establishing a Procurement Policy for developer-performed public works, which the Authority Board further ratified through Resolution 2020-007 (“Procurement Policy”). k.Pursuant to Section 5 of the Procurement Policy, the Authority may require a developer to enter into an agreement to clarify the procurement procedures for a particular project. l.The Parties therefore intend to enter into this Agreement in order to comprehensively address each Party’s respective obligations with respect to the Work, and in particular: (1) the terms and conditions upon which the District will grant Developer a license for the right to enter the Premises prior to Close of Escrow, (2) the terms and conditions upon which the Developer may perform the DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 2Page 588 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 Work, (3) the terms and conditions upon which the Developer will be paid for the Work, and (4) the process that the Developer will follow to procure the Work. AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto mutually agree as follows: 1 REFERENCES 1.1. Effective Date. This Agreement shall become effective upon the completion of the following two conditions precedent: (1) each of the Parties duly approves this Agreement through its respective Board of Directors, Board of Port Commissioners, City Council, principals or members, as the case may be, and the authorized representative of each Party executes this Agreement, and (2) the Authority adopts a Resolution making findings on the procurement process set forth in this Agreement. 1.2. Right of Entry License. Article 7 of this Agreement contains the terms and conditions upon which the District grants a license to Developer and its authorized agents and contractors to enter the Premises to perform the Work. (Article 7 will be referred to as the “Right of Entry License.”) 1.3. DDA. The Parties acknowledge and agree that the District, City, and Developer are all parties to the DDA, and this Agreement is not intended to be a limitation of any rights or obligations contained in the DDA, unless expressly stated herein. In the event of a conflict between the DDA and this Agreement, the terms of this Agreement shall control. 1.4. Representatives. Each Party to this Agreement shall have a designated representative to serve as the primary contact person with regard to various aspects of the implementation of this Agreement (each, a ”Representative”). The Representatives of the Parties shall be: Developer: Luke Charlton, Chief Operating Officer District: Adam Meyer, Assistant Director of Real Estate and Stephanie Shook, Department Manager, Real Estate City: Tiffany Allen, Director of Development Services and Kimberly Elliott, Facilities Financing Manager Authority: For the District, Adam Meyer, Assistant Director of Real Estate and DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 3Page 589 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 Stephanie Shook, Department Manager, Real Estate; for the City, Tiffany Allen, Director of Development Services and Kimberly Elliott, Facilities Financing Manager. The Representatives for each Party may be changed from time to time upon written notice to the other Parties. The roles and obligations of the Representatives shall be limited to those set forth in this Agreement. 2 WORK TO BE PERFORMED AT DEVELOPER’S RISK 2.1. Limitations. Developer agrees to perform the Work at Developer’s own cost and expense subject to Developer’s right to reimbursement as set forth in Sections 2.2 and 2.3 of this Agreement. Except as set forth in this Agreement, Developer shall have no recourse against the Public Entities for any costs or expenses incurred by Developer related to this Agreement or the Work. Notwithstanding anything to the contrary herein, nothing in this Agreement shall amend, modify, limit or supersede Developer's right to reimbursement or payment for any work other than the Work from any of the Public Entities under any other agreement between Developer and such Public Entity. a. No Consequential Damages. No Public Entity shall, in any event, be liable to Developer or any other person, either in contract, tort or otherwise, for any consequential, incidental, indirect, special or punitive damages, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof, whether or not the possibility of such damages has been disclosed to the other Party in advance or could have been reasonably foreseen by such other Party. The foregoing shall not preclude the Developer from enforcing its right to receive reimbursement as set forth in Section 2.2 or 2.3 of this Agreement. 2.2. Reimbursement from Authority if the Close of Escrow Occurs. Provided that the Close of Escrow has occurred and the Project Implementation Agreement has been executed by the parties thereto in connection with the Close of Escrow, then the costs and expenses actually incurred by Developer in performing the Work hereunder, and not already paid or reimbursed by the Public Entities and in an amount not to exceed the Budget (defined below), shall be deemed to be part of Developer's Phase 1A Contract Sum (as defined in the Project Implementation Agreement), and the Developer shall be entitled to reimbursement of such part of Developer's Phase 1A Contract Sum under and in accordance with the Project Implementation Agreement and this Section 2.2. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 4Page 590 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 a. Budget. Attached hereto as Exhibit “E” is the line item budget for the Work, which has been approved by the Public Entities (such budget and any amendments, supplements or other modifications thereto, in each case, as approved by the Public Entities from time to time in accordance with this Agreement, the “Budget”). b. Budget Increases. The appropriate line item on the Budget will increase by the amount of incremental costs that Developer actually incurs in connection with the Work (including, without limitation, as a result of any Cost Increase Event (as defined below) (less the amount of insurance proceeds that Developer receives for such Cost Increase Event)), and such incremental costs shall be part of the Budget if and to the extent permitted by this Agreement. Developer shall use reasonable efforts to prosecute each and every insurance claim with respect to any Cost Increase Event that is covered by the insurance policies procured in accordance with this Agreement. During the Work, Developer shall promptly notify the Public Entities of any additional costs for the Work that are not included in the Budget, including, without limitation, as a result of any Cost Increase Event, and if applicable, request that such additional costs be included in the Budget. Developer shall not request the inclusion of additional costs in the Budget to the extent resulting from Developer’s or Developer Affiliates’ (as defined below) negligence or willful misconduct, and such additional costs shall not constitute a “Cost Increase Event”. Cost Increase Event” shall include any of the following events individually or in any combination, to the extent that (x) such event is not caused by the negligence or willful misconduct of Developer or Developer Affiliates and (y) such event increases the cost of performing the Work: i) a strike, or similar labor disturbances causing a work stoppage, excluding any such strike or work stoppage that could have been avoided had Developer or Developer Affiliates complied with applicable laws or labor agreements with respect to the Work, if any; ii) hurricanes, typhoons, tornadoes, cyclones, other severe storms, lightning or floods; iii) days of precipitation or high winds in any month in excess of ten (10) year average for the area within the District’s jurisdiction; iv) an earthquake, volcanic eruptions, explosions, disease, epidemics or other natural disaster; v) fires (including wildfires); DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 5Page 591 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 vi)inability to procure labor, utilities, equipment, materials, or supplies in the open market due to lack of availability (but, in each case, not attributable to a mere increase in price or Developer’s or Developer Affiliates’ acts or failure to act); vii) acts of war or armed conflict, insurrections, riots, and acts of terrorism (including hijacking, chemical or biological events, nuclear events, disease related events, arson or bombing) or, with respect to any of the foregoing, any threat thereof; viii) delays in the issuance of any approvals or authorizations from any governmental authority (excluding any of the Public Entities) that is necessary to proceed with the performance of the Work (provided that Developer or Developer Affiliates have timely and properly filed all applications, submitted all required documents and fees and taken all other reasonable actions that are necessary to obtain such approvals or authorizations and that Developer or Developer Affiliates are not responsible for the delay in the issuance of such approvals or authorizations); ix) an act of God; x) embargoes or blockades; xi) Pre-Existing Hazardous Material (as defined in the Ground Lease) that is not the result of Material Exacerbation (as defined in the Ground Lease); or xii) closures ordered by any Governmental Authority that do not arise from a breach of this Agreement or misconduct by Developer or Developer Affiliates; xiii) any change in applicable law that is first effective after the Effective Date; xiv) any breach or interference with performance of the Work by the governmental entities, including any Public Entity; xv) any changes to the Work required by any public utility entity or any governmental entity, including any Public Entity; or xvi) any other event or circumstance (including, without limitation, bids for the Work, and expenses described in Section 7.12, that exceed the Budget) resulting in an unforeseen cost or cost increase not otherwise contained in the Budget and that does not result from the negligence or willful misconduct of Developer or any Developer DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 6Page 592 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 Affiliate. If any Cost Increase Event shall occur, Developer shall, promptly but in no event later than ten (10) days after Developer learns of the occurrence of such Cost Increase Event, notify the Public Entities thereof, which notice must be made in good faith and describe the Cost Increase Event, why such cost increase is occurring, the estimated expected amount of the cost increase, and the commercially reasonable efforts that the Developer is taking to minimize the cost increase. The Public Entities shall, promptly but in no event later than ten (10) days after receipt of such notice, notify Developer whether (x) Developer shall continue with performing the Work, in which case the appropriate line item on the Budget shall increase by the amount of incremental costs that Developer reasonably and actually incurs as a result of any Cost Increase Event in accordance with this Agreement, or (y) Developer shall stop performing the Work, in which case Developer shall immediately stop all Work except any Work required to secure the Work, Work area and the Premises to the satisfaction of the District, and the Parties shall proceed under Section 2.3. c. Increase in Payment Bonds. Any adjustment to the Budget in accordance with Section 2.2(b) shall include a proportional increase in the penal sums of the Payments Bonds (as defined below). Authority’s reimbursement of such bond cost increases shall not exceed the actual cost of increasing the penal sum of such bonds. d. Work Reimbursement Costs. During each month after the commencement of the Work, Developer shall submit to the Public Entities a record of costs that have been incurred with respect to the Work during the immediately preceding month (a “Record of Costs”). No later than thirty (30) Business Days after the Public Entities receive a Record of Costs, the Public Entities shall review such Record of Costs and shall, in their reasonable discretion, determine whether the costs set forth in such Record of Costs have been incurred by Developer in performance of the Work and do not cause the aggregate amount of such costs to exceed the Budget, and shall provide a notice of their determination to Developer. Any costs so determined by the Public Entities to have been incurred by Developer in performance of the Work up to the amount of the Budget shall hereinafter be referred to as Work Reimbursement Costs”. After the Close of Escrow, the Authority shall reimburse Developer for all Work Reimbursement Costs. 2.3. Reimbursement from Public Entities if the Close of Escrow Does Not Occur. In the event that the Close of Escrow does not occur due to a termination of the DDA by DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 7Page 593 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 any of the Parties, and such termination was not the result of a breach of Developer’s obligations under the DDA, this Agreement, or any other agreement setting forth Developer’s obligations to the Public Entities prior to the Close of Escrow, Developer shall be entitled to reimbursement for the Work Reimbursement Costs incurred as of the date of the termination, with each of the District and the City being responsible for payment to Developer of fifty percent 50%) of the Work Reimbursement Costs incurred by Developer as of the date of the termination. Provided that such termination occurs prior to the Contribution Date (as defined in the RSA (as defined below)), the Authority, the District, and the City acknowledge and agree that the Work Reimbursement Costs may be paid by the District and the City from Existing Funds (as defined in the RSA) pursuant to Section 3.2(D) of the RSA (defined below) and each of the City and the District agree to approve any accounting submitted to one another pursuant to Section 3.2(F) of the RSA that reasonably details the payment of such Work Reimbursement Costs to Developer that does not exceed such party’s share of the Work Reimbursement Costs. a.This Agreement is not intended to amend, modify, limit or supersede any separate agreement or understanding of the Public Entities as to the allocation of costs between City, District, and Authority related to the Developer’s Phase 1A Infrastructure Improvements, including but not limited to the Project Implementation Agreement and that certain Third Amended and Restated Revenue Sharing Agreement, dated June 28, 2021, by and among the City, the District and the Authority (as amended, amended and restated, supplemented or otherwise modified from time to time, the “RSA”). 3 DEVELOPER’S RESPONSIBILITIES 3.1. Conditions. Prior to and as a condition of performing any Work and entering onto the Premises pursuant to the Right of Entry License: a.Insurance. Developer shall purchase and maintain insurance that will protect District, City, and Authority from claims which may result from the undertakings of the Developer and Developer’s Affiliates, under this Agreement, including without limitation the performance of the Work and use of the Premises, in the applicable limits set forth in Section 4.11 of the DDA and in the manner set forth in Sections 4.10 and 4.12-4.13 of the DDA, if and to the extent applicable to the Work, with the exception that (x) Worker’s Compensation may be carried by the prime contractor (including Developer to the extent Developer is serving as prime contractor) or DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 8Page 594 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 applicable subcontractors for their own workers and (y) General Liability limits are amended to read $1,000,000 per occurrence and $2,000,000 in the aggregate; provided, that at all times such insurance shall cover the Work, the Premises, and any person or entity performing Work or on the Premises pursuant to this Agreement or the Right of Entry License. The insurance certificates shall be in the form attached as Exhibit “D”. b. Bonds. Developer shall furnish to the District, City, and Authority a Payment Bond and Performance Bond (each as defined in the DDA), which shall be procured in the same manner and to the same extent as required for Developer’s Phase 1A Infrastructure Improvements as provided in Section 4.14 of the DDA. Each Bond shall be in an amount equal to 100% of the Budget. c. Prevailing Wages. The Work is “Public Work” pursuant to the PWL (as defined in Section 4.16 of the DDA) and Developer and Developer’s Affiliates shall comply with all requirements of section 4.16 of the DDA in their performance and completion of the Work. d. Indemnity. Without limitation of the Developer’s other obligations under this Agreement, the Developer agrees, at its sole cost and expense, and with counsel selected by the applicable Public Entities, each in its reasonable discretion, and approved by Developer in its reasonable discretion, to indemnify, defend and hold harmless the District, the City and the Authority, and their respective officers, directors, commissioners, employees, partners, affiliates, agents, contractors, successors and assigns (“Public Entities Parties”) from any claims, demands, actions, causes of action, suits collectively, “Claims”) and any costs, damages (of all kinds including punitive damage, diminution in value and loss of use), claims, liabilities, expenses (including reasonable attorneys’, consultants’ and experts’ fees), losses, fines, penalties and court costs related to the subject matter of such costs (collectively, the “Related Costs”) and amounts paid in settlement of any claims or actions related to the subject matter of the Related Costs (as determined by the District, City and/or Authority, as applicable), arising out of: a) the obligations undertaken by the Developer and its officers, directors, employees, partners, affiliates, agents, contractors, consultants, invitees, successors and assigns (each a “Developer Affiliate”, and collectively, the “Developer Affiliates”) in connection with this Agreement, including the Right of Entry License; b) the possession, use, occupancy, operation or development of the DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 9Page 595 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 Premises by the Developer or the Developer Affiliates; c) the approval of this Agreement or the approval of permits or approvals granted to the Developer or a Developer Affiliate related to the Work or the Premises, including, but not limited to, approvals or permits for the development of any structures, buildings, installations, and improvements on the Premises, or use of the Premises (collectively, Related Approvals”); d) any third party challenges to the approval of the Work and the Related Approvals; e) the granting or failure to grant any approvals set forth in this Agreement collectively, “Discretionary Approvals”); f) environmental documents, mitigation and/or monitoring plans, or determinations conducted and adopted pursuant to CEQA or the National Environmental Policy Act for this Agreement, Related Approvals or Discretionary Approvals; and g) the Developer’s obligation to comply with the PWL with respect to the Work. If any Public Entity determines in its reasonable discretion that there is a conflict of interest with the Developer's counsel representing an applicable Public Entity and the Developer, then such Public Entity, at the election of the relevant Public Entity, may conduct such defense with its own counsel independent from the Developer’s counsel that is selected by such Public Entity in its reasonable discretion and is approved by the Developer in its reasonable discretion (and in that event the Developer will select its own counsel) and the reasonable costs incurred by such Public Entity in such defense shall be covered by the foregoing indemnification, hold harmless and defense obligations. If any Public Entity determines in its reasonable discretion that there is a conflict of interest with counsel representing such Public Entity and the other Public Entity Parties, then such Public Entity, at its election, may conduct its own defense with its own counsel independent from the other Public Entity Parties’ counsel which such Public Entity’s counsel is approved by the Developer in its reasonable discretion (and in that event such Public Entity will select its own counsel) and the reasonable costs incurred by such Public Entity in such defense shall be covered by the foregoing indemnification, hold harmless and defense obligations. e. Survival. This Article 3 shall survive the expiration or earlier termination of this Agreement. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 10Page 596 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 4 PROCUREMENT OF THE WORK 4.1. Procurement Rules. Developer acknowledges that, as a condition for Authority to reimburse the Work, the procurement of the Work must be done in accordance with Authority’s Procurement Policy. Except where provisions of the Procurement Policy are duly and expressly waived in this Agreement, by resolution of the Authority Board or by the Executive Director of the Authority, as applicable, Developer shall comply with, and cause its contractor(s) for the Work to comply with, the terms of the Procurement Policy. 4.2. Agreement as to Procurement Process. Pursuant to Section 5 of the Procurement Policy, the Authority may require developers to enter into an agreement to clarify the procurement procedures for developer-performed public work. This Agreement shall serve to clarify the procurement procedures for the Work. 4.3. Developer as Prime Contractor. Pursuant to Section 1.c of the Procurement Policy, a developer may serve as a prime contractor, provided that the Authority finds, in accordance with the Procurement Policy, that the developer is qualified and competent to complete the work. Developer has informed the Public Entities that it intends to serve as the prime contractor for the Work, and Developer agrees to: (1) competitively bid the subcontracts for the Work in the manner set forth in Section 4.6 of this Agreement, and (2) not seek reimbursement from Authority for any contractor fee Developer pays itself for serving as prime contractor. 4.4. Public Entities’ Approval. Prior to the commencement of the Work, the Public Entities shall approve the plans and specifications with respect to the Work; provided that in the case of the City only, such plans and specifications shall be deemed approved if and when the City issues a building permit with respect to the Work. For this particular Work, Developer shall not be required to contribute toward the District’s Art Program as set forth in the District’s Tenant Percent For Art Program (BPC Policy No. 608) as provided in Section 4.1(c) of the DDA, but by excluding the Work from the requirements of BPC Policy No. 608, the District does not waive any of its rights to require Developer’s participation as it relates to other work to be performed by Developer pursuant to the DDA. 4.5. Authority Approval of Bid and Contract Documents. Pursuant to Section 2.b of the Procurement Policy, Developer shall submit bid and contract documents to the Authority for approval prior to commencement of the Work. Developer’s submittal shall include any applicable governmental approvals, including any applicable City permits. Bid and contract documents for the Work shall comply with this Agreement. Developer shall not advertise for bids until Authority has approved the bid and contract documents. Approval by any of the Public Entities of Developer’s DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 11Page 597 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 bid and contract documents, including plans and specifications, shall not relieve Developer of liability for any improper design or construction of the Work. 4.6. Process for Subcontractor Bids. Developer will conduct the subcontractor bidding process and shall take responsibility for its implementation in accordance with the Procurement Policy and this Agreement. Nothing shall preclude Developer from proceeding with a bidding process that Developer performed prior to the Effective Date, provided that the bidding process satisfies the requirements of the Procurement Policy and this Agreement. The bidding process shall be as follows: a. Budget. The line items within the Budget shall be the engineer’s estimate referenced in the Procurement Policy. b. Advertisement. Developer will post a formal advertisement for bids (the Advertisement for Bids”) at least twenty-one (21) business days prior to the deadline for receiving bids (the “Bid Receipt Deadline”). The Advertisement for Bids will be in the publications selected by Developer. The Advertisement for Bids will generally describe the scope of the work and process to be used. c. Pre-Bid Meeting. No sooner than 5 business days, and no later than 10 business days, following the posting of the Advertisement for Bids, Developer or its authorized representative will hold an electronic pre-bid meeting in order to answer any questions that prospective bidders may have. d. Bidder Qualifications. All bidders shall be licensed for such bidder’s respective scope of work in the State of California, shall be registered with the Department of Industrial Relations to perform public works prior to submitting their respective bids, and shall not be debarred from performing work by any federal or state agency or by the City or District. e. Sealed Bids. All bids shall be sealed and opened concurrently at a public bid opening. f. Bid Awards. Developer shall consider all sealed responsive bids that are submitted on or before the Bid Receipt Deadline. Developer shall award subcontracts to the lowest responsive and responsible bidder, or the bidder that is determined by Developer to be the “best qualified contractor” (as defined in Section 2.d. of the Procurement Policy), subject to Authority’s reasonable approval. Developer may, at its option, waive any defect in any bid. Developer shall not award any bid that is more than 10% above the Budget for the Work, in the case where the bid is for the entire Work, or the line item in the Budget where the bid is only for a portion of the Work, unless DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 12Page 598 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 the Developer receives the Authority’s written consent (in the Authority’s sole discretion). This Section 4.6(f) shall not limit Developer's right to seek an adjustment to the Budget for any cost or expense actually incurred by Developer in performing the Work hereunder and that exceeds such 10% threshold, pursuant to Section 2.2(b) for a Cost Increase Event. Developer shall provide copies of the bids to the Public Entities prior to making an award or rejecting a bid. Developer may, in its sole and absolute discretion, reject any and all bids and repeat the bidding process. Developer may require the bidder receiving the award to furnish security in addition to that required of Developer under this Agreement. g. Developer shall defend, indemnify and hold harmless the Public Entities Parties from any Claims related to Developer’s procurement of subcontractors in accordance with Section 3.1(d). 5 PERFORMANCE OF THE WORK 5.1. Project Updates. Developer shall provide the Public Entities with regular updates regarding the performance and progress of the Work. 5.2. Standard of Performance. Developer and its agents, contractors, and subcontractors, if any, shall perform all Work in a skillful and workmanlike manner, and, with respect to the provisions of engineering services only, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and warrants that all of its employees, agents, contractors, and subcontractors shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required for them to perform the Work or a portion thereof, as applicable, and that such licenses, permits, qualifications and approvals shall be maintained throughout the term of this Agreement. 5.3. Liens and Claims. Developer agrees to cause all liens and security interests filed in connection with the Work to be discharged in the same manner and to the same extent as provided in Section 4.18 of the DDA for Developer’s Improvements (as defined in the DDA). 5.4. Change Orders. Developer may request that the Public Entities approve a change in the scope of the Work and/or a change to the approved plans and specifications relating to the Work (a “Change Order”), in accordance with Section 3.b of the Procurement Policy. All Change Orders shall be subject to the prior written approval of the Public Entities (such approval not to be unreasonably withheld, conditioned or delayed), unless exempt from prior approval pursuant to Section DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 13Page 599 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 3.b of the Procurement Policy. Any Change Orders with respect to the approved plans and specifications shall also be subject to District’s BPC Policy No. 357, and Developer shall obtain District’s approval in accordance with such BPC Policy No. 357. A Change Order shall not result in an automatic increase to the Budget, but this Section 5.4 shall not limit Developer’s right to seek an adjustment to the Budget for any Change Order pursuant to the applicable provisions of Section 2.2(b) for a Cost Increase Event. 5.5. Completion. Upon completing the Work, Developer shall notify the Public Entities that the Work is complete (such notification, "Developer's Completion Notice"). The Public Entities shall have thirty (30) days after receipt of Developer’s Completion Notice to inspect the Work and determine in their reasonable discretion if there are any defects in the Work, any incomplete Work, any Work that does not conform to the approved plans or specifications for the Work, or any damage to the Work or the Premises (collectively, “Outstanding Work”), and either notify the Developer of such Outstanding Work (such notification, "Public Entities' Outstanding Work Notice") or notify Developer that the Work is complete (such notification, "Public Entities' Completion Notice"), as applicable. Developer shall complete to the reasonable satisfaction of the Public Entities any Outstanding Work within thirty 30) days after Developer receives Public Entities' Outstanding Work Notice. If the Public Entities deliver Public Entities' Outstanding Work Notice to Developer, then the process set forth in this Section 5.5 shall be repeated until the Public Entities deliver to the Developer Public Entities' Completion Notice. Developer acknowledges and agrees that the inspection by the Public Entities shall not void, alter, or modify any warranties for the Work. a.As-Builts. Within thirty (30) days of Public Entities' Completion Notice, Developer shall provide one (1) set of “as-built” or record drawings or plans to the District and City. The drawings shall be certified and shall reflect the condition of the Work as constructed, with all changes incorporated therein. b.Notice of Completion. Developer shall record a notice of completion within the statutory time for recording such notice and shall provide a conformed copy of same to the Public Entities. Upon recording of such notice of completion and, if applicable, acceptance of the improvement by any applicable public utility receiving the improvement (provided that, in absence of receiving a written notice of such acceptance from a public utility, any use of the applicable improvement by such public entity shall constitute deemed approval of such improvement by such public utility for purposes of this Agreement), (i) neither Developer nor any Developer Affiliate shall have care, custody, or control of any improvement that is subject to such notice of completion, and (ii) neither Developer, nor any DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 14Page 600 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 Developer Affiliate, nor any Public Entity shall have the risk of loss with respect to any improvement that is subject to such notice of completion where "risk of loss" means any risk of loss in connection with any casualty event with respect to such improvement that occurs after such time and that results in the loss of use of such improvement). c. Removal of Liens and Security Interests. Pursuant to Section 5.3 above and Section 4.18 of the DDA, within thirty (30) days after Developer receives notice of filing of any lien or security interest with respect to the Work, it shall cause such lien or security interest, as applicable, to be discharged of record by payment, deposit, bond, order of court of competent jurisdiction or otherwise. Notwithstanding the foregoing, Developer shall not be required to discharge of record any such lien or security interest, as applicable, if Developer is in good faith, and consistent with applicable law, at its own expense, currently and diligently contesting the same; provided that Developer first records a surety bond sufficient to release such lien or such security interest, as applicable. Developer shall certify to the Public Entity accepting the improvement that it has complied with the requirements of this Section 5.5(c). d. Utility Easement. Parties hereto acknowledge and agree that San Diego Gas & Electric (“SDG&E”) is scheduled to commence certain work on the Premises on or around November 1, 2021 and, as a prerequisite for SDG&E to commence such work, District shall grant a utility easement to SDG&E, on terms satisfactory to the District and SDG&E. For avoidance of doubt, neither the Public Entities nor Developer shall be responsible for any actions or omissions by SDG&E. Once the Developer has completed the necessary work to allow SDG&E to install the cabling work for the Sandpiper SDG&E Re-Feed Work (as described in the Work Plan), Developer shall notify SDG&E and the Public Entities. If SDG&E is unable to install the cabling work due to defects in Developer’s work, Developer shall repair or correct the defects promptly. e. Post-Completion/Restoration. The acceptance of any portion of the Work shall not create any obligation upon any Public Entity to Developer to repair or correct any defects in the Work. i) If the Close of Escrow occurs, Developer shall, at its sole cost and expense, permanently remove the Sandpiper SDG&E Re-Feed Work constructed pursuant to the Work Plan, and restore to its pre- Work condition the portion of the Premises that is affected by such removal, prior to Completion (as defined in the Ground Lease) of the DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 15Page 601 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 16 resort hotel. ii) If the Close of Escrow does not occur, Developer shall have no obligation to remove the Work or restore the Premises except as provided in this Agreement. f. Survival. This Article 5 shall survive the earlier termination or expiration of this Agreement. 6 TERMINATION AND DEFAULT 6.1. Term and Termination. This Agreement shall remain in effect from the Effective Date until the earlier of: (1) Developer completes the Work and all Work is accepted by the appropriate Public Entity(ies), or (2) one (1) year, unless extended or terminated earlier as provided herein (the “Termination Date”). a. Extension. The Public Entities may, in each of their sole and absolute discretion, agree in writing to extend the Termination Date; provided, that, if Developer has performed substantial work on the Work (more than 60%), is diligently pursuing completion of the Work, the DDA has not expired or terminated, and Developer is not otherwise in breach of this Agreement, then the Public Entities shall not unreasonably refuse to grant an extension. b. Event of Default. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or abandons the Work, or if the Public Entities determine there is a violation of any federal, state, or local law, ordinance, policy, regulation, code, standard, or other requirement, Developer shall be in default of this Agreement, upon which the Public Entities shall make written demand upon Developer to immediately remedy the default in accordance with this Agreement Notice”). Developer shall substantially commence the work required to remedy the default within fifteen (15) business days of receipt of the Notice. If the default constitutes an immediate threat to the public health, safety, or welfare, District’s Representative may provide the Notice verbally, and Developer shall substantially commence to remedy the default within twenty-four (24) hours thereof. Immediately upon issuance of the Notice, Developer and its surety shall be liable to the Public Entities for all costs of the Work and all other administrative costs and expenses as provided for in this Section 6.1. i) Nothing herein prevents the Public Entities from notifying Developer’s surety of any default or demand to remedy a default; provided, however, failure to give or receive notice to the surety shall DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 16Page 602 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 17 not exonerate the surety of any obligations under the Performance Bond. c. Remedies for Event of Default. If Developer does not cure the default as provided in Section 6.1(b), the Public Entities may elect to terminate this Agreement. If the Public Entities elect to terminate this Agreement, the District may elect that the Developer and the surety either (i) restore the Premises to the same condition as the Premises existed prior to the commencement of the Work; or (ii) complete and convey any particular portion of the Work to the District in lieu of restoration of some or all of the Premises under (i), and Developer shall proceed with such restoration or completion of the Work at no cost to the District. If the Developer fails to comply with any of its obligations contained herein, Developer and its surety shall be jointly and severally liable to the Public Entities for all administrative expenses, fees, and costs, including reasonable attorneys' fees and costs, incurred by the Public Entities in obtaining Developer’s compliance with this Agreement or in processing any legal action or for any other remedies permitted by law or equity. d. Survival. This Article 6 shall survive the expiration or earlier termination of this Agreement. 7 RIGHT OF ENTRY LICENSE 7.1. Right-of-Entry: District hereby grants Developer, and its authorized agent(s) and contractor(s), the right to enter upon the Premises to perform and complete the Work, subject to the terms and conditions in this Article 7 (“Right-of-Entry License”). 7.2. Use of Premises. The use of the Premises by the Developer and Developer’s Affiliates for the Right of Entry License, shall be limited to the following activities: a. Performance and completion of the Work; b. Ingress and egress for purposes of Paragraph 7.2(a) above through roads owned by the District and located adjacent to the Premises as shown in Exhibit “A-2” (collectively, "Approved Routes"); and c. Inspections, commissioning, and maintenance of the Work. Developer’s “authorized agents and contractors” shall include the employees, contractors, subcontractors, and agents of public utilities that Developer authorizes to enter the Premises to perform, complete, inspect, commission, maintain or otherwise participate in the Work. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 17Page 603 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 18 7.3. [INTENTIONALLY OMITTED.] 7.4. Term. This Right-of-Entry License shall commence on the Effective Date and terminate on the Termination Date. 7.5. No Additional Rights or Interests. District's grant of the Right-of Entry License does not: (i) confer any right or interest on Developer other than those rights or interests expressly granted to Developer in this Right-of Entry License, as such rights or interests are limited and qualified herein; or (ii) create or impose any obligations on District other than those obligations expressly set forth in this Right-of Entry License. 7.6. Consideration for Access. Developer shall pay to the District the Cost Recovery Fees pursuant to Board of Port Commissioners Policy No. 106 in the total amount of Five Hundred and Fifty Dollars ($550.00) payable concurrently with Developer's execution of this Agreement. 7.7. Indemnification of District. Except for claims or litigation arising through the sole negligence or willful misconduct of any lndemnitee or lndemnitees, Developer shall defend, indemnify, and hold harmless District and its officers, directors, members of the Board of Port Commissioners, employees, contractors, agents, affiliates and successors and assigns (collectively with the District, the "lndemnitees") for any and all causes of action, liability, claims, judgments, or demands, plus expenses in connection therewith, arising out of or as the result of: (i) this Right-of Entry License; (ii) Developer’s and/or its authorized agents', employees', invitees’ or contractors' activities undertaken pursuant to this Right-of Entry License, including without limitation, the performance of the Work; (iii) any accident or occurrence in connection with the Work or the operation, use, condition, or possession of the Premises, Approved Routes, or any portion thereof during the term of this Right-of Entry License; (iv) PWL (defined above); or (v) the District's approval or issuance of this Right-of Entry License, including but not limited to the District's review and approval under the California Environmental Quality Act and the California Coastal Act (collectively, an "Indemnified Claim"). Said expenses shall include without limitation costs of investigation and remediation of environmental conditions, counsel, consultant and/or expert fees and expenses, and penalties and interest as incurred, regardless of the cause thereof or the cause of action, liability, claim, judgment, or demand, no matter when made or filed. Developer’s obligation to indemnify Indemnitees pursuant to this Section 7.7 shall apply regardless of the extent, if any, to which such Indemnified Claim is based, in whole or in part, on preexisting conditions at the Premises, including without limitation Environmental Conditions, as defined in the Acknowledgment and Disclosure Regarding Environmental Conditions, attached hereto as Exhibit "C", and incorporated by DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 18Page 604 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 19 reference herein. Notwithstanding the foregoing, Developer shall have no obligation to indemnify, defend or hold harmless any lndemnitee for any Indemnified Claim that arises out of any preexisting hazardous material condition that is not known to Developer, unless such Indemnified Claim arises out of the negligence of, or breach of this Agreement by, Developer or one or more of the contractors, agents, employees or invitees. For purposes of this Section 7.7, a preexisting hazardous material condition shall be deemed to be known to Developer if (1) Developer has actual knowledge of the condition through its employees, consultants, agents or anyone hired by Developer to investigate the conditions of the Premises, or (2) should have reasonably been anticipated by Developer through review of the District files, Developer’s files, other public files, readily available information or information described in Exhibit “C”, an ALTA survey, walk through, and any other reasonable pre-construction investigation or assessment of the Premises. 7.8. [Intentionally Omitted.] 7.9. Modifications. District and Developer may only modify the Right-of-Entry License in writing, and a written modification shall not require the consent of the City or Authority to be effective. Developer shall give prompt notice to City of any modification to the Right-of-Entry License that materially impact Developer’s performance of, or ability to complete, the Work. 7.10. Work Product Related to Condition of Premises. At the request of District, Developer shall provide the District with complete copies of any information, data, studies, analyses, sampling results, and results, in each case, to the extent they are prepared for or result from the Work, including without limitation any investigation and/or remediation activities and any reports and/or work plans related thereto which Developer prepares or obtains, or contracts with third parties to prepare or obtain, regarding the condition of the Premises. Developer shall provide a copy to City and Authority of anything provided to District pursuant to this Section 7.10. 7.11. Additional Work and Documentation. Developer shall provide the District with any additional information and documentation, that is reasonably requested by the District and that developers performing work similar to the Work customarily provide to their respective right of entry licensors, relating to the Work, the activities of Developer and its authorized agents and contractors on or in connection with the Premises and the Work that is necessary to coordinate access to the Premises and the performance of the Work. Developer shall pay any costs and expenses related to the relocation of any construction equipment, debris, asphalt, soil, or improvements necessary to perform the Work and to access the Premises. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 19Page 605 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 20 Developer may seek reimbursement of such costs and expenses only if subject to reimbursement pursuant to Section 2.2 or Section 2.3, as applicable. Developer shall pay any costs and expenses related to the Work and access to the Premises by Developer and its authorized agent(s) and contractors. Developer may seek reimbursement of such costs and expenses only if subject to reimbursement pursuant to Section 2.2 or Section 2.3, as applicable. 7.12. Permits. Developer shall acquire all permits required by applicable law, including without limitation, the ordinances and policies of the Public Entities. Developer shall perform and complete the Work in strict accordance with this Agreement, all permits for the Work, and all applicable District construction and design standards. Developer shall obtain all permits and authority from governmental entities and agencies that are necessary for the performance of the Work and access to the Premises. Except as set forth herein, the District shall not incur any cost or expense as a result of this Agreement. Developer agrees that any costs (including but not limited to plan checking, inspection, materials furnished and other incidental expenses) incurred by the District in connection with the inspection, approval or the installation of the Work, will be paid by Developer. Such costs and expenses in connection with permitting and the inspection, approval or the installation of the Work shall be included in the Budget and subject to reimbursement. 7.13. Conformance with Laws. Developer agrees that, in all activities on or in connection with the Premises, and in all uses thereof, including without limitation the Work and access to the Premises, it shall abide by and conform to all laws and regulations. Said laws and regulations shall include, but are not limited to those prescribed by the San Diego Unified Port District Act; any applicable ordinances of the City, including the Building Code thereof; any ordinances and general rules of District, including tariffs and policies; and any applicable laws of the state of California and federal government, as any of the same now exist or may hereafter be adopted or amended. In particular and without limitation, Developer shall have the sole and exclusive responsibility to comply with the requirements of: (i) Article 10 of District Code entitled "Stormwater Management and Discharge Control", and (ii) the Americans With Disabilities Act of 1990, including but not limited to regulations promulgated thereunder. At no time shall Developer or its authorized agents or contractors park vehicles on the Approved Routes, place or store any materials or equipment on the Approved Routes, or limit, block or impede the ability of any person to use any of the Approved Routes. 7.14. Utilities. Developer shall determine the location of all utilities in, on, under, and over the Premises and take necessary precautions to prevent interruption of any utility service. However, should any interruption of any utility service occur as a DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 20Page 606 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 21 result of the Work, Developer shall bear the sole expense and cost regarding said interruption. 7.15. Engineering and Inspection. Developer must at all times maintain proper facilities and safe access for inspection of the Work by District and City inspectors. 7.16. Outside Agency Inspections. Developer shall make available for District inspection all final outside agency inspection approvals (including but not limited to City inspection approvals) when the Work is completed. 7.17. Hazardous Materials. Developer is alerted that Work in this Agreement involves working environments that may be hazardous, contaminated, or non-hazardous to activities associated with the excavation, handling, transportation, and disposal of all excavated materials and other wastes in the project area with emphasis to hazardous and contaminated materials. Such hazardous, contaminated, and non- hazardous environments include, and are not limited to hazardous and non- hazardous materials, soils, groundwater, heavy metals, petroleum hydrocarbons, polynuclear aromatic hydrocarbons, organic compounds, serpentine rock and ultramafic material (which may contain natural occurring asbestos - NOA), lead- based paint materials, sewage, sludge, debris, grit, sewer gases, bacterial/biological contamination, railroad ties, oxygen deficiency, and confined spaces. In the performance of the Work, Developer shall implement a Health and Safety Plan (HSP), provide full-time environmental oversite during drilling, and utilize a Photoionization detector (PID) and visual observation to evaluate if spoils are impacted with chemicals of potential concern (COPCs). Developer shall legally dispose of off tidelands all hazardous waste, hereinafter Waste", extracted or removed by Developer in connection with this Agreement and the Work on the Premises. Developer shall be responsible for managing and disposing of said Waste in accordance with all applicable laws and regulations. All Waste, including but not limited to hazardous and non-hazardous Waste, shall only be disposed at permitted California landfills (22 CCR 66262), equivalent out-of- state landfills (40 CFR 262), and permitted recycling facilities. In addition, Developer or its contractor shall list itself as the generator of said Waste on the disposal facility's waste manifest and any waste disposal profile. In any event, Developer shall not store such Waste on the Premises for any period of time. Notwithstanding the foregoing, Developer shall be permitted to store all spoils on the Premises for such period of time as is reasonably necessary to classify such spoils as hazardous or non-hazardous and to await transportation of the hazardous spoils in conformance with all applicable laws and regulations. 7.18. Assumption of Risk. Developer assumes all responsibility and risk for any damage and/or consequence resulting from Developer's activities, including without DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 21Page 607 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 22 limitation access to the Premises, the Work and all costs associated therewith. Developer shall repair any damage to the Premises, including without limitation, any damage to the improvements of the District, arising out of or resulting from Developer's activities, including without limitation, the Work and access to the Premises, and at the election of the District, restore the Premises, to the reasonable satisfaction of the District. Developer shall repair any damage to the Premises including without limitation, any damage to the improvements of the District, prior to the expiration of this Agreement. Developer agrees to perform the Work in accordance with the plans and specifications approved by the District. 7.19. Securing Premises. Prior to commencement of construction of the Work, where applicable, Developer shall secure the Premises where Work is being performed with temporary fencing which shall remain until such time as that Work is complete. 7.20. RV Park Excluded. Notwithstanding anything in this Agreement to the contrary, the Right-of-Entry License shall not include the right to enter any portion of the Premises set forth on Exhibit “A-2” as “Encumbered,” which is currently occupied by Sun Chula Vista Existing Park RV LLC, a Michigan limited liability company operating as the Chula Vista RV Resort pursuant to Tideland Use and Occupancy Permit dated February 28, 2019 between the District and Sun Chula Vista filed in the Office of the District Clerk as Document No. 69412. 8 MISCELLANEOUS PROVISIONS 8.1. Drafting Party. The District, City, Authority, and Developer acknowledge and agree that this Agreement has been agreed to by the District, City, Authority, and Developer, that the District, City, Authority, and Developer have consulted with attorneys with respect to the terms of this Agreement and that no presumption shall be created against the drafting party. Any deletion of language from this Agreement prior to its execution by District, City, Authority, or Developer shall not be construed to raise any presumption, canon of construction or implication, including, without limitation, any implication that the District, City, Authority, or Developer intended thereby to state the converse of the deleted language. Unless otherwise specified in this Agreement, any approval or consent to be given by District, City, Authority, or Developer may be given or withheld in the sole and absolute discretion of District, City, Authority, or Developer, respectively. 8.2. Incorporation of Recitals. All recitals above are incorporated into this Agreement and are made a part hereof. 8.3. Venue. 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 DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 22Page 608 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 23 the State of California. 8.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5. Electronic Signatures. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures and contract formations on electronic platforms approved by the Parties, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 8.6. Dispute Resolution. The Parties shall, before the filing of any lawsuit or court action against any other Party relating to this Agreement or the Work, attempt in good faith to settle the dispute through non-binding third party mediation. 8.7. Administrative Claims Requirements and Procedures. No suit shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. No suit shall be brought arising out of this Agreement against District or Authority unless a claim has first been presented in writing and filed with District or Authority, respectively, and acted upon by District or Authority, respectively, in accordance with the procedures set forth in the Government Claims Act Government Code sections 900 et seq.) 8.8. CONTRACTOR’S LICENSE NOTICE. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS STATE LICENSE BOARD, WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN 4 YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 23Page 609 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 24 THE REGISTRAR, CONTRACTORS STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CA 95826. Remainder of page intentionally left blank.] DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 24Page 610 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda ocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 25Page 611 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 26 By: _____________________ Glen R. Googins City Attorney CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY , a California joint exercise of powers authority By: __________________________ Joe Stuyvesant, Executive Director Approved as to form and legality: COUNSEL By:__________________________ Thomas A. Russell, General Counsel, San Diego Unified Port District Co-Counsel By: _____________________ Glen Googins, City Attorney, City of Chula Vista Co-Counsel DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 26Page 612 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-1 Exhibit A EXHIBIT “A-1” PROPERTY DESCRIPTION Those areas generally shown as the “Premises” in the attached Exhibit “A-2” (Map Identifying the Premises) which include portions of Parcel H-3, Parcel H-8, Parcel HP-1(N), Parcel HP-1S, Parcel HP-3B, Parcel HP-11, and Parcel H-9 of the Chula Vista Bayfront Master Plan and surrounding areas, but specifically excluding that portion marked as “Encumbered”. Such Premises” shall not include any areas outside the premises boundary of the Coastal Development Permit filed in the Office of the District Clerk as Document No. 70152. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 27Page 613 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda A-2 Exhibit A EXHIBIT “A-2” MAP IDENTIFYING THE PREMISES See attached) DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 28Page 614 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-1 Exhibit B EXHIBIT “B” DESCRIPTION OF EARLY PHASE 1A INFRASTRUCTURE WORK 1. Sandpiper SDG&E Re-feed Trench, backfill, and install conduits and cabling on Marina Parkway from approximately 100’ southerly of Sandpiper, northerly along Marina Parkway, then westerly along Sandpiper to an existing SDGE service point at the corner of N-S and E-W Sandpiper. Includes the installation of SDGE Infrastructure. Upon completion of connections, remove all SDG&E cabling in N-S section of Sandpiper to G Street. Sandpiper SDG&E Re-feed is temporary. The Phase 1A infrastructure includes services that will feed this service from H Street (when constructed). Easements required: E-W Sandpiper is a Port Street, an easement for SDGE is required. Expected duration of easement necessity is 2 years after which time the easement could be terminated and new permanent easement and service from H Street is provided. Trenching, backfill, and conduit work will be performed by RIDA Chula Vista, LLC, Subcontractor yet to be selected. Cabling work will be performed by SDG&E. 2. Sandpiper AT&T Re-feed Trench and install conduits and cabling on Marina Parkway from G Street southerly along Marina Parkway, then westerly along Sandpiper to an existing AT&T service point adjacent to the existing RV Park. Includes the installation of AT&T Infrastructure. Upon completion of connections, remove all AT&T cabling in N-S section of Sandpiper to G Street. That portion of the Sandpiper AT&T on Marina Parkway and Utility Corridor is Permanent. That portion of the Sandpiper AT&T Re-feed on E-W Sandpiper is temporary and will be replaced with a service from H Street (when constructed). Easements required: AT&T has no existing easements in the H-3 project area. Marina Parkway is currently a City of CV Street. No temporary easements to AT&T are currently proposed. A permanent easement in the Utility Corridor will be provided prior to Hotel Occupancy. Conduit work will be performed by RIDA Chula Vista, LLC, Subcontractor yet to be selected. Cabling work will be performed by AT&T. 3. G Street and Sandpiper Gas removal/abandonment Cap existing gas main at G Street/Marina Parkway. Excavate and remove existing gas main on G Street from Marina Parkway to Sandpiper. Abandon existing gas main in Sandpiper from G Street south. Work is permanent. No easements are required. All work will be performed by SDG&E. 4. Rohr Gas RFS Cap existing Rohr Gas main in Marina Parkway at the Sandpiper Intersection. Excavate and remove existing Rohr Gas main in Marina Parkway from Sandpiper, northerly to existing service at Rohr. All work is performed by SDG&E. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 29Page 615 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda B-2 Exhibit B Work is permanent. Marina Parkway is currently a City of CV street. No temporary easements are required. H Street (Marina Parkway to Bay) must be dedicated as a public street or permanent easement prior to Hotel Occupancy. All work will be performed by SDG&E. 5. G Street Overhead Interim Relocation Install interim overhead utility poles and SDG&E and AT&T cabling from Marina Parkway/G Street Intersection, westerly at the edge of the limits of work of the Gaylord Pacific Project (northerly of existing and proposed G Street) to the Sandpiper/G Street Intersection. Trench and install conductors to the existing underground SDGE and AT&T infrastructure in G Street. Remove existing overhead utility poles and cabling on G Street from Marina Parkway westerly. G Street OH Interim relocation is temporary. The Phase 1A infrastructure includes services that will feed this service in G Street (when constructed). Easements required: An easement for the alignment is required and combined with the temporary construction site power. Expected duration of easement necessity is 3 years. Underground excavation, trenching, conduit, and pavement repair will be performed by RIDA. All overhead pole and wiring installations and removals will be performed by SDG&E and AT&T. 6. Sandpiper Water and Sewer Caps Cap existing sewer at G Street/Sandpiper intersection. Cap existing water mains at G Street/Sandpiper, the Southwest Sandpiper turn, westerly end of Bayside Parkway, and north end of Quay Avenue all to remove water service from the North-South section of Sandpiper Way Work is permanent. No easements are required. All work will be performed by RIDA Chula Vista, LLC, Subcontractor yet to be selected. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 30Page 616 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda C-1 Exhibit C EXHIBIT “C” ACKNOWLEDGMENT AND DISCLOSURE REGARDING ENVIRONMENTAL CONDITIONS DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 31Page 617 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda C-2 Exhibit C ACKNOWLEDGMENT AND DISCLOSURE REGARDING ENVIRONMENTAL CONDITIONS IT IS HEREBY ACKNOWLEDGED BY RIDA Chula Vista, LLC, a Delaware limited liability company, a "Right of Entry Developer", hereinafter "Developer", and the San Diego Unified Port District, a public corporation, hereinafter "District", that: 1.Certain Environmental Conditions may: (a) exist at, under, on, or near: (i) the Premises, as defined in the Chula Vista Bayfront Project Phase 1A Early Work Implementation and Right of Entry License Agreement by and among the District, Developer, City of Chula Vista, a chartered municipal corporation (“City”), and the Chula Vista Bayfront Facilities Financing Authority, a California joint exercise of powers authority (“Authority”) dated September 1, 2021, hereinafter "Agreement"; (ii) the Approved Routes, as defined in the Agreement; and (iii) property which is contiguous, upgradient, or otherwise in the vicinity of the Premises and Approved Routes, hereinafter "Surrounding Property''; and (b) be encountered during activity undertaken pursuant to the Agreement, including without limitation the Work, as defined therein. For purposes of this Acknowledgment and Disclosure, the term "Environmental Conditions" means: (a) any environmental conditions, circumstances, or other matters of fact pertaining to, relating to, or otherwise affecting the environment, including without limitation: (i) any natural resources (including flora and fauna), soil, surface water, groundwater, any present or potential drinking water supply, subsurface strata, or the ambient air; and (ii) the presence, use, handling, storage, treatment, recycling, generation, transportation, release, spilling, leaking, pumping, pouring, emptying, discharging, injecting, escaping, leaching, dumping, or disposal (including without limitation the abandonment or discarding of barrels, containers, and other closed receptacles and fill materials containing any hazardous materials, hazardous wastes, or toxic substances); and (iii) the threatened release of hazardous materials, hazardous wastes, or toxic substances; and (b) the exposure of any persons (including without limitation lessees, licensees, permittees, or other users of the Premises, Approved Routes and/or Surrounding Property) to hazardous materials, hazardous wastes, or toxic substances; and (c) the exposure of other natural persons within or outside the boundaries of the Premises, Approved Routes, and/or the Surrounding Property to hazardous materials, hazardous wastes, or toxic substances related to or otherwise arising from operations, acts, omissions, or other conduct at the Premises, Approved Routes, and/or Surrounding Property (as the case may be). 2.Information relating to Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property developed as a result of sampling, DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 32Page 618 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda C-3 Exhibit C testing, and analysis undertaken from time to time by District, District tenants, third-party contractors and/or others, may be contained in certain District files, hereinafter "District Files". Subject to reasonable confidentiality assurances from Developer, District will make District Files available to Developer for review. District has not undertaken to conduct, and District Files do not represent a comprehensive analysis of Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property. 3.Information relating to Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property may be contained in Developer's files, hereinafter "Developer's Files". 4.Information relating to Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property may be contained in the files of other governmental entities or agencies, including without limitation the San Diego Regional Water Quality Control Board, San Diego Department of Health Services, San Diego Air Pollution Control District, Chula Vista Fire Department, City of Chula Vista, California Department of Toxic Substances Control, California Environmental Protection Agency, and Region IX of the United States Environmental Protection Agency, hereinafter Agency Files". Said Agency Files are readily available to Developer. District's knowledge and files regarding Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property are not complete. District has encouraged Developer to review all readily available information relating to such Environmental Conditions, including the: (a) EIR/RAP/RIFS, etc., if available; (b) District Files; (c) Developer's Files: and (d) Agency Files, hereinafter collectively "Readily Available Information", to ascertain to the fullest extent possible the nature and existence of Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property. Developer hereby assumes responsibility for ascertaining any information contained in the Readily Available Information. 5.Neither District nor Developer makes any representation or warranty, express or implied, in this Acknowledgment and Disclosure, the Agreement or otherwise, regarding the: (a) presence, extent, impact, or consequences, whether foreseeable or unforeseeable, of any Environmental Conditions at, under, on, or near the Premises, Approved Routes, and/or Surrounding Property, or (b) suitability of the Premises in any respect for any purpose intended by Developer under the Agreement. DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 33Page 619 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda ocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 34Page 620 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda D-1 Exhibit D EXHIBIT "D" CERTIFICATE OF INSURANCE See attached) DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 35Page 621 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda D-2 Exhibit D DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 36Page 622 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda D-3 Exhibit D DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 37Page 623 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda E-1 Exhibit E EXHIBIT "E" BUDGET DocuSign Envelope ID: 4331686C-AB25-47B2-8343-18D07558D784 73207 38Page 624 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda ertificate Of Completion Envelope Id: 4331686CAB2547B2834318D07558D784 Status: Completed Subject: Please DocuSign: RIDA Early Work Implementation Agreement and ROE_Sep2021.pdf Source Envelope: Document Pages: 38 Signatures: 9 Envelope Originator: Certificate Pages: 5 Initials: 0 Gabby Livingston AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 3165 Pacific Highway San Diego, CA 92101 glivingston@portofsandiego.org IP Address: 207.215.153.162 Record Tracking Status: Original 9/15/2021 2:07:24 PM Holder: Gabby Livingston glivingston@portofsandiego.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: San Diego Unified Port District Location: DocuSign Signer Events Signature Timestamp Thomas A. Russell trussell@portofsandiego.org General Counsel San Diego Unified Port District Security Level: Email, Account Authentication None) Signature Adoption: Drawn on Device Using IP Address: 68.96.65.125 Signed using mobile Sent: 9/15/2021 2:14:32 PM Viewed: 9/16/2021 9:01:55 AM Signed: 9/16/2021 9:02:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Anthony Gordon agordon@portofsandiego.org Director Port Security Level: Email, Account Authentication None) Signature Adoption: Drawn on Device Using IP Address: 207.215.153.162 Sent: 9/16/2021 9:02:50 AM Resent: 9/22/2021 9:33:22 AM Viewed: 9/29/2021 4:59:25 PM Signed: 9/29/2021 5:05:32 PM Electronic Record and Signature Disclosure: Accepted: 5/3/2021 3:49:21 PM ID: 823f8640-56d5-4576-9287-be2bab34fb9b Company Name: San Diego Unified Port District Glen Googins GGoogins@chulavistaca.gov City Attorney City of Chula Vista Security Level: Email, Account Authentication None) Signature Adoption: Uploaded Signature Image Using IP Address: 209.242.148.130 Sent: 9/29/2021 5:05:34 PM Viewed: 9/30/2021 8:06:40 AM Signed: 9/30/2021 8:07:12 AM Electronic Record and Signature Disclosure: Accepted: 7/1/2021 4:10:53 PM ID: 186a48a0-3d96-40ed-8040-6e72df254e14 Company Name: San Diego Unified Port District Maria Kachadoorian mkachadoorian@chulavistaca.gov City Manager City of Chula Vista Security Level: Email, Account Authentication None) Signature Adoption: Pre-selected Style Using IP Address: 209.242.148.130 Sent: 9/30/2021 8:07:15 AM Viewed: 9/30/2021 10:17:23 AM Signed: 9/30/2021 11:15:43 AM Electronic Record and Signature Disclosure: Reference Copy 73207(5) Page 625 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda igner Events Signature Timestamp Accepted: 9/9/2021 11:09:18 AM ID: 8b777dba-cb89-4990-a8f3-fd1c2f6d9455 Company Name: San Diego Unified Port District Joe Stuyvesant jstuyvesant@portofsandiego.org PRESIDENT/CEO Security Level: Email, Account Authentication None)Signature Adoption: Pre-selected Style Using IP Address: 207.215.153.162 Sent: 9/30/2021 11:15:46 AM Viewed: 9/30/2021 12:51:20 PM Signed: 9/30/2021 12:51:48 PM Electronic Record and Signature Disclosure: Accepted: 9/30/2021 12:51:20 PM ID: 0b2083a9-6f2f-409c-8f22-bc9fa5d0f3cb Company Name: San Diego Unified Port District In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sally Raney sraney@portofsandiego.org Security Level: Email, Account Authentication None) Sent: 9/30/2021 12:51:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/15/2021 2:14:32 PM Certified Delivered Security Checked 9/30/2021 12:51:20 PM Signing Complete Security Checked 9/30/2021 12:51:48 PM Completed Security Checked 9/30/2021 12:51:51 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Page 626 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, San Diego Unified Port District (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 4/29/2021 8:53:11 AM Parties agreed to: Anthony Gordon, Glen Googins, Maria Kachadoorian, Joe Stuyvesant Page 627 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. 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Page 629 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda X-2-1 4825-3218-1203/024036-0079 Exhibit X-2 Reimbursement Agreement To be attached prior to execution.] Page 630 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC CITY OF CHULA VISTA REIMBURSEMENT AGREEMENT WITH RIDA CHULA VISTA, LLC TO DESIGN SPECIFIED BAYFRONT INFRASTRUCTURE IMPROVEMENTS This REIMBURSEMENT AGREEMENT (“Agreement”) is entered into as of this 15th day of September, 2020 (the “Execution Date”) by and among the City of Chula Vista, a chartered municipal corporation (“City”) and RIDA Chula Vista, LLC, a Delaware limited liability company Developer”) (collectively, the “Parties” and, individually, a “Party”). with reference to the following Recitals: RECITALS A. WHEREAS, City, Developer, and the San Diego Unified Port District (“District”) entered into a Disposition and Development Agreement for the Resort Hotel Convention Center Project (Chula Vista Bayfront Master Plan Parcel H-3), effective May 7, 2018 (the “DDA”); and B. WHEREAS, the scope of development attached to the DDA (the “Scope of Development”) provides that the Developer shall construct certain infrastructure improvements, consisting of: E Street (from G Street to H Street), the G Street Connection, H Street (Bay Boulevard to Street A), H Street (Marina Parkway to E Street), Harbor Park (Initial), H -3 Site Prep, and the H-3 Utility Corridor (the “Developer’s Phase 1A Infrastructure Improvements”) in connection with the development of the Developer’s Private Improvements (as defined in the DDA); and C. WHEREAS, Section 4.7(c) of the DDA provides that the District and the City shall reimburse the Developer in cash for any and all funds expended prior to the DDA Close of Escrow by the Developer in connection with design, architectural work, and engineering work for the Developer’s Phase 1A Infrastructure Improvements as set forth in the Scope of Development, other than the amounts that have been paid to Developer pursuant to Section 4.8(e) of the DDA, from the first disbursement of the Public Fund Contribution pursuant to the construction loan account instructions; and D. WHEREAS, the Scope of Development attached to the DDA provides that the in - road sewer facilities included in the Developer’s Phase 1A Infrastructure Improvements (the Developer’s Sewer Improvements”) shall be funded by the City’s Sewer Facility Contribution; and E. WHEREAS, the Developer and the City have negotiated and anticipate executing the City of Chula Vista Reimbursement Agreement with RIDA Chula Vista, LLC to Construct Specified Bayfront Sewer Improvements (the “Sewer Reimbursement Agreement”) for this purpose; and DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 R2020-171 Page 631 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC F. WHEREAS, the Sewer Reimbursement Agreement provides a mechanism for the City to reimburse the Developer in cash for any and all funds expended prior to the DDA Close of Escrow by the Developer in connection with design, architectural work, and engineering work for the Developer’s Sewer Improvements; and G. WHEREAS, the scope of this Agreement is therefore limited to the Developer’s Phase 1A Infrastructure Improvements, excluding the Developer’s Sewer Improvements (the Project”); and H. WHEREAS, the City has identified and set aside funds generated by the Bayfront project sufficient for this purpose; and I. WHEREAS, Developer desires to enter into this Agreement with the City, so that it may obtain reimbursement for the eligible costs of designing Developer’s Phase 1A Infrastructure Improvements incurred prior to DDA Close of Escrow. AGREEMENT NOW THEREFORE, in consideration of the above Recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Developer agree as follows: ARTICLE I. DEFINITIONS In this Agreement, unless the context otherwise requires, the following terms and phrases shall have the following meanings: 1.1. Agreement. “Agreement” means this Reimbursement Agreement between the City and the Developer. The term “Agreement” shall include any amendment to the Agreement properly approved and executed pursuant to the terms of this Agreement. 1.2. City. “City” means the City of Chula Vista. Unless specifically provided otherwise, whenever this Agreement requires an action or approval by City, that action or approval shall be performed by the City representative designated by the Agreement. 1.3. City Council. “City Council” means the governing body of the City. 1.4. City Manager. “City Manager” means the City Manager of City or his or her designee. 1.5. Cutoff Date. “Cutoff Date” means ninety (90) days from the DDA Close of Escrow. 1.6. CVMC. “CVMC” has the meaning given to such term in the Recitals. 1.7. DDA. “DDA” has the meaning given to such term in the Recitals. DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 632 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC 1.8. DDA Close of Escrow. “DDA Close of Escrow” means Close of Escrow as such term is defined in the DDA. 1.9. Design Professional(s). “Design Professional(s)” means persons or entities providing design, architecture, landscape architecture, survey, or engineering work or services for the Developer’s Phase 1A Infrastructure Improvements. 1.10. Developer. “Developer” has the meaning given to such term in the preamble. 1.11. Developer’s Phase 1A Infrastructure Improvements. “Developer’s Phase 1A Infrastructure Improvements” has the meaning given to such term in the Recitals. 1.12. Developer’s Sewer Improvements. “Developer’s Sewer Improvements” has the meaning given to such term in the Recitals. 1.13. Director of Development Services. “Director of Development Services” means the Director of Development Services of City or his or her designee. 1.14. District. “District” has the meaning given to such term in the Recitals. 1.15. Eligible Expenses. “Eligible Expenses” means costs that the City shall reimburse Developer for the Project, not to exceed the Estimated Cost. 1.16. Estimated Cost. “Estimated Cost” means the design cost of the Project to be incurred prior to DDA Close of Escrow, estimated to total $715,000, as shown in Exhibit A, attached hereto. As the Estimated Cost is not initially the result of contracts for the actual design, it is subject to change during the contract negotiation process as well as during the design phase, subject to approval of the Parties. 1.17. Execution Date. “Execution Date” has the meaning given to such term in the preamble. 1.18. Holiday. “Holiday” means the City-observed holidays listed below (if any holiday listed falls on a Saturday, then the Saturday and the preceding Friday are both legal holidays. If the holiday should fall on a Sunday, then the Sunday and the following Monday are both legal holidays): Holiday Observed On New Year’s Day January 1 Martin Luther King, Jr. Day Third Monday in January Caesar Chavez Day March 31 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Veteran’s Day November 11 DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 633 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC Thanksgiving Day Fourth Thursday in November Thanksgiving Day Friday Friday after Thanksgiving Christmas Day December 25 1.19. Maximum Reimbursement Amount. “Maximum Reimbursement Amount” means the lesser of the Estimated Cost, as may be amended from time to time, or the amount of Reimbursable Costs that is calculated during the Final Accounting (as defined below). 1.20. Non-Reimbursable Costs. “Non-Reimbursable Costs” means the following costs that shall not be eligible for reimbursement under this Agreement: Costs Incurred Due to Negligence or Unapproved Costs, each as further defined in Section 6.1.4.1. 1.21. Party. “Party” has the meaning given to such term in the preamble. 1.22. Payment Date. “Payment Date” means twenty (20) days following the date on which Developer submits a complete Reimbursement Request (as reasonably determined by the Director of Development Services) or a Reimbursement Request that is complete with respect to a portion of the requested reimbursement (as reasonably determined by the Director of Development Services). 1.23. Project. “Project” has the meaning given to such term in the Recitals. 1.24. Project Improvements. “Project Improvements” or “Improvements” means the Developer’s Phase 1A Infrastructure Improvements, excluding Developer’s Sewer Improvements. 1.25. Public Fund Contribution. “Public Fund Contribution” has the meaning given to such term in the DDA. 1.26. Reimbursable Costs. “Reimbursable Costs” means costs of the design of the Developer’s Phase 1A Infrastructure Improvements that have been expended by Developer and approved by the City through approval procedures described in the Agreement. 1.27. Reimbursement Request. “Reimbursement Request” means a reimbursement request package submitted to the City containing the items listed in Section 6.1.2.1. 1.28. Scope of Development. “Scope of Development” has the meaning given to such term in the Recitals. 1.29. Sewer Facility Contribution. “Sewer Facility Contribution” means the contribution by the City to fund specific sewer facility improvements comprising part of the RHCC Public Improvements as may be more specifically described in the Plan of Finance (as defined in the DDA). DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 634 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC 1.30. Sewer Reimbursement Agreement. “Sewer Reimbursement Agreement” has the meaning given to such term in the Recitals. 1.31. Working Day(s). “Working Day(s)” means Monday through Friday, excluding Holidays. ARTICLE II. SUBJECT OF THE AGREEMENT - GENERALLY The above-listed Recitals are true and correct and are hereby incorporated by this reference. All attachments to this Agreement as Exhibits are incorporated into this Agreement by this reference. 2.1. Developer’s Design of Phase 1A Infrastructure Improvements. Except as expressly provided in this Agreement, Developer shall cause the design of the Phase 1A Infrastructure Improvements, in accordance with all the terms and conditions of this Agreement and for no more than Maximum Reimbursement Amount. 2.2. City Payment. City shall reimburse Developer, subject to the terms and conditions herein, for the Eligible Expenses of design and engineering of Developer’s Phase 1A Infrastructure Improvements. ARTICLE III. DURATION OF AGREEMENT 3.1. Term of Agreement. This Agreement shall become effective on the Execution Date following City Council’s approval, and the term of this Agreement shall extend until the earlier of (i) such time as all executory terms have been completed and (ii) earlier termination of this Agreement. ARTICLE IV. PROJECT COSTS 4.1. Estimated Cost. The Estimated Cost of the Project is seven hundred and fifteen thousand dollars ($715,000), as shown in Exhibit A, attached hereto. 4.2. Adjustment to Estimated Cost. The Estimated Cost is subject to change by the methods identified in this Agreement. 4.3. Notification of Increased Costs. If, at any time, Developer definitively establishes that the amount to be expended on the Project will exceed the Estimated Cost, Developer shall promptly, and in any case not more than ten (10) Working Days after the Developer definitively establishes the amount of the increase, notify the City thereof in writing. This written notification shall include an itemized cost estimate and a list of recommended revisions (e.g., deductive changes) which Developer believes will bring the design cost to within the Estimated Cost. The City may either: (i) approve an increase in Estimated Cost which approval shall not be unreasonably withheld, conditioned, or delayed); or (ii) reasonably delineate a project which may be designed for the Estimated Cost; provided DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 635 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC that such delineation does not have a material and adverse effect on the design, development, or construction of the Developer’s Private Improvements (as defined in the DDA) or the Convention Center (as defined in the DDA); or (iii) any combination of (i) and (ii). ARTICLE V. DESIGN STANDARDS 5.1. Standard of Care. Developer agrees that it will require that the services provided as part of this Agreement be performed in accordance with the standards customarily adhered to by experienced and competent professional architectural, engineering, and landscape architecture firms (as applicable) using the degree of care and skill ordinarily exercised by reputable professionals practicing in the same field of service in the State of California. 5.1.1. Compliance with all Laws. Developer shall comply, and require compliance by any and all of its Design Professionals, employees, and agents with all laws, including but not limited to all local, City, San Diego County, State of California, and federal laws, codes and regulations, ordinances and written publicly available policies, including, but not limited to, Development Services Department permits, state and local Building Codes, stormwater regulations, etc. 5.2. City Approval Not a Waiver of Obligations. Where approval by the City, the City Manager, or other representative of City is required, it is understood to be general approval only and does not relieve Developer of responsibility for complying with all applicable laws, codes, and good consulting, design, and construction practices and is not an assumption of liability by the City, except in the case of City’s express waiver of the requirement to comply with (a) any City requirement, to the extent such requirement is waivable, or (b) any good consulting, design, or construction practice. Nor shall City, through approval, become an insurer or surety of work associated with the approvals. ARTICLE VI. REIMBURSEMENT/PAYMENT OF COSTS AND EXPENSES 6.1. Payment of Costs Associated with Project 6.1.1. Maximum Reimbursement Amount. The maximum amount of reimbursement for Project shall not exceed the Maximum Reimbursement Amount. Developer shall not be entitled to payment in excess of the Maximum Reimbursement Amount. 6.1.2. Prerequisites to Payment. 6.1.2.1. Reimbursement Request. Prior to reimbursement of any costs or expenses for the Project, Developer shall provide the City with a Reimbursement Request containing the following: DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 636 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC a. Invoices. Developer shall provide the Director of Development Services all invoices for Reimbursable Costs associated with Project, not previously paid by the City, within 30 days after receipt thereof. b. Proof of Payment. Developer shall provide the Director of Development Services with proof of payment of all invoices for Reimbursable Costs submitted within 30 days after such payment. c. Certification of Payment. Developer shall provide the Director of Development Services with a written certification that all costs for which Developer is seeking reimbursement have been paid. d. Acknowledgement of Subcontractors. Developer shall provide the Director of Development Services with a letter from each firm (e.g. civil, survey, and geotechnical) acknowledging that eligible soft costs included in the relevant invoices have been paid. e. Other Documents. Developer shall provide the Director of Development Services with any other documents that reasonably may be needed to evaluate the eligibility of the cost/expense as Reimbursable Costs as determined necessary by the Director of Development Services in his/her sole discretion. City shall not have an obligation to make payment to Developer unless and until Developer provides the Director of Development Services with a Reimbursement Request containing all of the applicable items listed above and such Reimbursement Request is approved by the Director of Development Services as provided below. 6.1.2.2. City Approval. The Director of Development Services shall review each Reimbursement Request and the supporting documentation. If the Director of Development Services finds that any such Reimbursement Request is incomplete, improper, or otherwise not suitable for reimbursement, then the Director of Development Services shall so inform Developer in writing within fifteen (15) Working Days after receipt thereof of the reasons for his/her finding. If the Director of Development does not find that any such Reimbursement Request is incomplete, improper, or otherwise not suitable for reimbursement, then the Director of Development Services shall so inform Developer in writing within fifteen (15) Working Days after receipt thereof and within that time period approve the Reimbursement Request. Developer shall DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 637 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC have the right to respond to such finding by submitting further documentation requested in such finding after receipt of said finding. The Director of Development Services shall review any further documentation received from Developer in support of the Reimbursement Request and inform Developer of his/her approval or denial of the Reimbursement Request, in whole or in part, within ten (10) Working Days after receipt of such further documentation. If the Director of Development Services determines that the Reimbursement Request is incomplete, but that sufficient and complete information exists with respect to a portion of the Reimbursement Request, then the Director of Development Services may but is not obligated to approve the Reimbursement Request with respect to such portion of the Reimbursement Request. The City shall cause the Director of Development Services to carry out its duties under this Section 6.1.2.2 in a reasonable and good faith manner. 6.1.3. Time of Payment. After Developer has obtained City’s approval, in whole or in part, of a Reimbursement Request pursuant to 6.1.2, City shall reimburse Developer for the approved costs/expenses associated with each Reimbursement Request by the Payment Date. If the Payment Date falls on a weekend or holiday, the Payment Date shall be extended to the next Working Day. 6.1.3.1. Additional Costs. Any costs that may accrue, such as interest on late payments to Developer’s Design Professionals as a result of the Developer’s failure to provide a complete Reimbursement Request, shall not be the obligation of the City if the City has not received a complete Reimbursement Request. Such additional costs shall be the obligation of the Developer and not eligible for reimbursement. 6.1.4. Reimbursement Amount per Reimbursement Request. The City shall pay Developer approved amounts in the Reimbursement Request, less any Non-Reimbursable Costs and Contested Charges (as defined below), in accordance with Section 6.1.3. 6.1.4.1. Non-Reimbursable Costs. The following costs/expenses shall not be eligible for reimbursement under this Agreement. a. Costs Incurred Due to Negligence. Developer shall not be entitled to payment for any incremental cost or expense incurred due to negligent acts, negligent omissions, or willful misconduct of Developer or Developer’s Design Professionals, or any of their respective contractors, subcontractors, employees, or agents. DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 638 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC b. Unapproved Costs. Developer shall not be entitled to reimbursement for any cost or expense that has not been approved by the City to the extent provided in Section 6.1.2.2. c. Additional Costs. Developer shall not be entitled to reimbursement for additional costs to the extent provided in Section 6.1.3.1. d. Requests After Cutoff Date. Developer shall not be entitled to reimbursement for costs included in Reimbursement Requests submitted after the Cutoff Date to the extent provided in Section 6.1.5. 6.1.4.2. Contested Charges. In the event that the City contests any cost/expense on an invoice received (“Contested Charge”), the City shall provide Developer a written statement of the Contested Charges, the reason why the costs/expenses are contested, and a proposed resolution. a. Appeal to City Manager. Developer may appeal the City’s determination of any Contested Charges. The appeal must be received by the City within 30 days after the City notifies the Developer of such Contested Charge. During the appeal period, and as long as any Contested Charges remain disputed, Developer shall proceed with the Project, and the City shall compensate Developer for the undisputed amounts. If, following the appeal, the City Manager determines that any Contested Charges are eligible for reimbursement, such amounts shall be included in the next payment to Developer. 6.1.5. Cutoff for Submission of Invoices. Developer shall submit its final Reimbursement Request not later than the Cutoff Date. Any Reimbursement Requests submitted after the Cutoff Date shall not be reviewed or included in Reimbursable Cost. The final payment by the City for the Project will be made only after Developer has submitted all documentation reasonably necessary to substantiate the cost of the Project. 6.1.6. Final Accounting. Following completion of the Project, Developer shall submit a final accounting (“Final Accounting”) to the City in order to determine the cost of the Project. Developer shall also submit all supporting information reasonably necessary to document costs/expenses for the Project, including specific details on the costs and work attributable to the Project, including as applicable, third-party invoices, billings, and receipts. DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 639 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 0 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC 6.1.6.1. True-up Payments. Within 30 Working Days following a Final Accounting, the City shall determine whether the actual payments made to the Developer equal the audited approved costs and expenses. In the event that the amount of the approved costs and expenses exceeds the amount of the actual payments, the City shall make a true-up payment to Developer for the difference; however, in no event, shall the true-up payment cause the total amount paid to exceed the Maximum Reimbursement Amount. If the Final Accounting shows that the amount of actual payments to Developer exceeds the amount of the approved costs and expenses, Developer shall remit or cause the remittance of the difference to the City within twenty (20) Working Days of a notice of deficiency. ARTICLE VII. INDEMNITY AND DUTY TO DEFEND 7.1. Defense, Indemnity, and Hold Harmless. 7.1.1. General Requirement. Developer shall defend, indemnify, protect, and hold harmless (collectively, “Indemnify”) the City, its elected and appointed officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, liabilities, loss, damages, and injuries (collectively, “Loss”), in law or equity, to property, including takings claims, or persons, including wrongful death, to the extent and proportion directly or indirectly caused by any negligent acts or negligent omissions, or negligence or willful misconduct of Developer, its officials, officers, contractors, Design Professional(s), agents, or employees arising out of or in connection with the performance of the Project or this Agreement; provided, however, from and after the tenth (10th) anniversary of the date of the DDA Close of Escrow, Developer shall have no obligation to Indemnify the Indemnified Parties for any Loss that arises out of any design or other defect in connection with the Project. This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys’ fees) arising from the sole negligence, active negligence or willful misconduct of the City, its officials, officers, agents, or employees. Also covered by this provision is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or negligent omissions of the City, its agents, officers, officials or employees which may be in combination with, and to the extent and proportion caused by, the active or passive negligent acts or negligent omissions of Developer, its officials, officers, contractors, Design Professional(s), agents, or employees. DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 640 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 1 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC 7.1.2. 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, its officials, officers, employees, and/or agents and that appear to be covered by the defense obligation defined in Section 7.1.1. Developer acknowledges and agrees that its obligation to accept tender and defend the City, its officials, officers, employees, and/or agents as provided in this Section 7.1.2 is absolute and not subject to any limitations in Section 7.1.1 of this Agreement, or elsewhere. Developer shall pay and satisfy any judgement, award, or decree that may be rendered against City or its officials, officers, employees, and/or agents, for any and all related legal expense and costs incurred by each of them to the extent of Developer’s actual determined negligence, subject to the limitations in Section 7.1.1. The City may, in its reasonable discretion, participate in the defense of any and all suits, actions, or other legal proceedings that may be brought or instituted against the City, its officials, officers, employees, and/or agents, and the Developer shall have the obligation to reimburse the City for any costs of defense incurred by the City, including, without limitation, reimbursement for attorneys’ fees, experts’ fees and other costs. Prior to incurring any defense costs, the City agrees to notify the Developer and offer to meet-and-confer with the Developer to discuss practicable measures to manage total defense costs. The City’s participation shall not relieve the Developer of any of its obligations under this Article VII. 7.1.3. Insurance Proceeds. Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, and/or agents. 7.1.4. Declarations. Developer’s obligations under Article VII shall not be limited by any prior or subsequent declaration by Developer. 7.1.5. Enforcement of Costs. Developer agrees to pay any and all costs, including attorneys’ fees that the City incurs enforcing the indemnity and defense provisions set forth in Article VII. 7.1.6. Survival. Developer’s obligations under Article VII shall survive the expiration and/or termination of this Agreement. ARTICLE VIII. INSURANCE REQUIREMENTS 8.1. Insurance Requirements. Developer shall, and shall require its architects, engineers, contractors, subcontractors, and other persons and entities providing services for or performing work on the Project to purchase and maintain insurance in the same manner and to the same extent as required by Section 4.10 of the DDA. DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 641 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 2 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC ARTICLE IX. RECORDS AND AUDITS 9.1. Retention of Records. Developer shall maintain data and records related to this Agreement for a period of not less than three (3) years following receipt of final payment under this Agreement. 9.2. Audit of Records. At any time during normal business hours and as often as the City deems necessary, Developer and any or all of Developer’s Design Professionals shall make available to the City for examination at reasonable locations within the City/County of San Diego all of the data and records with respect to all matters covered by this Agreement. Developer and Developer’s Design Professionals will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and other data and media relating to all matters covered by this Agreement. If records are not made available within the City/County of San Diego, then Developer shall pay all the City's travel related costs to audit the records associated with this Agreement at the location where the records are maintained. Such costs will not be Reimbursable Costs. 9.2.1. Costs. Developer and Developer’s agents shall allow City to audit and examine books, records, documents, and any and all evidence and 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 have been submitted under this Agreement. ARTICLE X. MISCELLANEOUS PROVISIONS 10.1. 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 Working Day, if sent prepaid by recognized overnight service such as FedEx for delivery the next Working Day; or (iii) three (3) Working Days after deposit in the United States mail, certified or registered mail, return receipt requested, first-class postage prepaid. Until notice of a change of address is properly given, notice shall be given: If to City: City of Chula Vista Attn: City Manager 276 Fourth Avenue Chula Vista, California 91910 With a copy to: Office of the City Attorney Attn: City Attorney 276 Fourth Avenue Chula Vista, California 91910 DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 642 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 3 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC If to Developer: RIDA Chula Vista, LLC Attention: Legal Department 1777 Walker Street, Suite 501 Houston, Texas 77010 With a copy to: Latham & Watkins Attn: Steven Levine 12670 High Bluff Drive San Diego, CA 92130 10.2. Captions. Captions in this Agreement are inserted for convenience of reference. They do not define, describe or limit any term of this Agreement. 10.3. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties regarding the subject matter hereof. No prior or contemporaneous oral or written representations, agreements, understandings and/or statements regarding its subject matter shall have any force or effect. This Agreement is not intended to supersede or amend any other agreement between the Parties unless expressly noted. However, all previous written agreements, remain in full force and effect except to the extent they conflict with this Agreement. 10.4. Severability. If any provision of this Agreement or its particular application is held invalid or unenforceable, the remaining provisions of this Agreement, and their application, shall remain in full force and effect, unless a Party's consideration materially fails as a result. 10.5. Recordation. The City may record this Agreement in the Office of the County Recorder of San Diego County, California. 10.6. Preparation of Agreement. No inference, assumption or presumption shall be drawn from the fact that a Party or its attorney drafted this Agreement. It shall be conclusively presumed that all Parties participated equally in drafting this Agreement. 10.7. Authority. Each Party warrants and represents that it has legal authority and capacity to enter into this Agreement, and that it has taken all necessary action to authorize its entry into this Agreement. 10.8. Modification. This Agreement may not be 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. DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 643 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 4 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC 10.9. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement shall be the City of San Diego. 10.10. Administrative Claims. No suit or arbitration shall be brought arising out of this Agreement against the City unless a claim has first been presented in writing and filed with the City and acted upon by the 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 City in the implementation of same. 10.11. Non-liability of City Officials and Employees. No member, official, employee or consultant of the 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. 10.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be the original and all of which shall constitute one and the same document. 10.13. Electronic Signatures. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Parties, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. End of page. Signature page follows this page.] DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 644 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC IN WITNESS WHEREOF, this Reimbursement Agreement is executed as of the day and year first set forth above. CITY CITY OF CHULA VISTA, a California charter city and municipal corporation By: Maria Kachadoorian, City Manager ATTEST: By: Kerry Bigelow, City Clerk APPROVED AS TO FORM: By: Glen R. Googins, City Attorney DEVELOPER RIDA CHULA VISTA, LLC, a Delaware limited liability company California Contractor License Number: 1039979 By: * Ira M. Mitzner, Manager DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 645 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 6 City of Chula Vista Agreement No.: 2019-097 RIDA CHULA VISTA, LLC EXHIBIT A ESTIMATED COST Improvement Description Design Cost Estimate1 E Street (G Street to H Street) 315,000 G Street Connection 35,000 H Street (Bay Blvd to Street A) 20,000 H Street (Marina Pkwy to E Street) 270,000 H-3 Utility Corridor 75,000 Total $715,000 1 Cost Estimates are in 2019 dollars DocuSign Envelope ID: 73AA68A0-8A6C-46AE-97A8-DFA944D7CB78 Page 646 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda X-3-1 4825-3218-1203/024036-0079 Exhibit X-3 Sewer Agreement To be attached prior to execution.] Page 647 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC CITY OF CHULA VISTA REIMBURSEMENT AGREEMENT WITH RIDA CHULA VISTA, LLC TO CONSTRUCT SPECIFIED BAYFRONT SEWER IMPROVEMENTS This REIMBURSEMENT AGREEMENT (“Agreement”) is entered into as of this 15th day of September, 2020 (the “Execution Date”) by and among the City of Chula Vista, a chartered municipal corporation (“City”) and RIDA Chula Vista, LLC, a Delaware limited liability company Developer”) (collectively, the “Parties” and, individually, a “Party”), with reference to the following Recitals: RECITALS A. WHEREAS, City, Developer, and the San Diego Unified Port District (“District”) entered into a Disposition and Development Agreement for the Resort Hotel Convention Center Project (Chula Vista Bayfront Master Plan Parcel H-3), effective May 7, 2018 (the “DDA”); and B. WHEREAS, the Scope of Development attached to the DDA provides that the Developer shall in connection with the development of Developer’s Private Improvements (as defined in the DDA) construct certain in-road sewer improvements, consisting of E Street (from G Street to H Street), the G Street Connection, and the H-3 Utility Corridor (collectively, the Developer’s Sewer Improvements” or “Project”), to be funded by the City’s Sewer Facility Contribution; and C. WHEREAS, pursuant to Chula Vista Municipal Code (“CVMC”) Section 13.14.030(B) (Connection to Public Sewer – Fee), any person desiring to connect, directly or indirectly, any parcel or any building thereon to any public sewer which has been constructed at no cost to the parcel to be connected shall pay the one-time required fee for sewer connection to the City, with all revenue derived from such fees to be deposited into the Sewer Income Fund; and D. WHEREAS, pursuant to CVMC Chapter 3.16 (Sewer Income Fund), all revenues collected under CVMC Section 13.14.030(B) shall be deposited into the “Sewer Income Fund” and may be used, in the discretion of the City Council (as defined below) and pursuant to a written contract, to reimburse any person who has constructed sewer facilities to the extent, as determined by the City Council, that such sewer facilities have benefited other properties; and E. WHEREAS, the Developer’s Sewer Improvements are eligible for reimbursement from the Sewer Income Fund; and F. WHEREAS, the City has sufficient funds in the Sewer Income Fund to reimburse Developer for the design, development and construction of the Developer’s Sewer Improvements; and DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 R2019-170 Page 648 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC G. WHEREAS, Developer desires to enter into this Agreement with the City, so that it may obtain reimbursement for the eligible costs of designing, developing and constructing Developer’s Sewer Improvements. AGREEMENT NOW THEREFORE, in consideration of the above Recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Developer agree as follows: ARTICLE I. DEFINITIONS In this Agreement, unless the context otherwise requires, the following terms and phrases shall have the following meanings: 1.1. Acceptance. “Acceptance” means Project acceptance pursuant to standard and customary City practices immediately following Substantial Completion of the Project. 1.2. Agreement. “Agreement” means this Reimbursement Agreement between the City and the Developer. The term “Agreement” shall include any amendment to the Agreement properly approved and executed pursuant to the terms of this Agreement. 1.3. Approved Drawings and Specifications. “Approved Drawings and Specifications” means the drawings and specifications for the Developer’s Sewer Improvements as approved and permitted by the City. 1.4. BMP. “BMP” has the meaning given to such term in Section 8.1.3. 1.5. Chula Vista Standard Special Provisions. “Chula Vista Special Standard Provisions” means Section 1-2 of Part 1, Part 2, Part 3, and Part 4 of the City of Chula Vista Standard Special Provisions. 1.6. City. “City” means the City of Chula Vista. Unless specifically provided otherwise, whenever this Agreement requires an action or approval by City, that action or approval shall be performed by the City representative designated by the Agreement. 1.7. City Attorney. “City Attorney” means that position established pursuant to and in accordance with CVMC Chapter 2.11. 1.8. City Council. “City Council” means the governing body of the City. 1.9. City Engineer. “City Engineer” means that position established pursuant to and in accordance with CVMC Chapter 2.06. 1.10. City Manager. “City Manager” means the City Manager of City or his or her designee. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 649 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 3 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 1.11. Competitive Bid or Solicitation Process. “Competitive Bid or Solicitation Process” has the meaning given to such term in Section 6.1. 1.12. Contested Charge. “Contested Charge” has the meaning given to such term in Section 9.1.5.3. 1.13. Contract Documents. “Contract Documents” includes, but is not limited to: the prime construction contract(s), prime construction contract(s) exhibits and addenda, subcontract(s), subcontract(s) exhibits and addenda, and any of the following: notice inviting bids, instructions to bidders, bid (including documentation accompanying bid and any post-bid documentation submitted prior to notice of award), the bonds, the general conditions, permits from City or other agencies, the special provisions, the plans, standard plans, standard specifications, reference specifications, the Approved Drawings and Specifications, and all modifications issued after the execution of the subcontract(s), in each case, in connection with the Project. 1.14. Cutoff Date. “Cutoff Date” means one (1) year from the date of Acceptance of the Project. 1.15. CVMC. “CVMC” has the meaning given to such term in the Recitals. 1.16. DDA. “DDA” has the meaning given to such term in the Recitals. 1.17. DDA Close of Escrow. “DDA Close of Escrow” means Close of Escrow as such term is defined in the DDA. 1.18. Defective Work. “Defective Work” means all work, material, or equipment that is unsatisfactory, faulty, incomplete, or does not substantially conform to the Contract Documents. 1.19. Design and Construction Standards. “Design and Construction Standards” means the edition of the City-adopted Design and Construction Standards for public works projects that is in effect when the Approved Drawings and Specifications are approved by the City for purposes of the bids and which is available in the City’s Department of Engineering and Capital Projects and on the City’s website. 1.20. Developer. “Developer” has the meaning given to such term in the preamble. 1.21. Developer’s Sewer Improvements. “Developer’s Sewer Improvements” has the meaning given to such term in the Recitals. 1.22. Director of Development Services. “Director of Development Services” means the Director of Development Services of City or his or her designee. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 650 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 4 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 1.23. District. “District” has the meaning given to such term in the Recitals. 1.24. Estimated Cost. “Estimated Cost” means the total cost of the design, development and construction of the Developer’s Sewer Improvements, as estimated by preliminary engineering studies to total $1,195,000, as shown in Exhibit A attached hereto. As Estimated Cost is not initially the result of competitive bids for the actual design, development and construction, it is subject to change during the competitive bid process as well as during the design and construction phases, subject to approval of the Parties. 1.25. Execution Date. “Execution Date” has the meaning given to such term in the preamble. 1.26. Final Accounting. “Final Accounting” has the meaning given to such term in Section 9.1.7. 1.27. General Contractor. “General Contractor” means a party or parties under any contract with the Developer to perform the work or provide supplies for the Developer’s Sewer Improvements. 1.28. Greenbook. “Greenbook” means sections 1-1 through 1-5 of Part 1, section 2-11 of Part 1, Part 2, Part 3, Part 4, and Part 5 of the 2012 edition of the Standard Specifications for Public Works Construction. 1.29. Ground Lease. “Ground Lease” means that certain San Diego Unified Port District Lease to RIDA Chula Vista, LLC of Property Located at Chula Vista, California to be executed by the Developer and the District pursuant to the DDA. 1.30. Hazardous Materials. “Hazardous Materials” means hazardous waste or hazardous substances as defined in any federal, state, or local statue, ordinance, rule, or regulation applicable to the Property, including, without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42) United States Code sections 9601-9675), the Resource Conservation and Recovery Act (Title 42 united States Code sections 6901-6992k), the Carpenter Presley-Tanner Hazardous Substance Account Act (Health and Safety Code sections 25300-25395.15), and the Hazardous Waste Control Law (Health and Safety Code sections 25100-25250.25). “Hazardous Materials” shall also include asbestos or asbestos containing materials, radon gas, and petroleum or petroleum fractions, whether or not defined as hazardous waste or hazardous substance in any such statute, ordinance, rule, or regulation. 1.31. Holiday. “Holiday” means the City-observed holidays listed below (if any holiday listed falls on a Saturday, then the Saturday and the preceding Friday are both legal holidays. If the holiday should fall on a Sunday, then the Sunday and the following Monday are both legal holidays): Holiday Observed On DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 651 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 5 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC New Year’s Day January 1 Martin Luther King, Jr. Day Third Monday in January Caesar Chavez Day March 31 Memorial Day Last Monday in May Independence Day July 4 Labor Day First Monday in September Veteran’s Day November 11 Thanksgiving Day Fourth Thursday in November Thanksgiving Day Friday Friday after Thanksgiving Christmas Day December 25 1.32. Illegal Discharge. “Illegal Discharge” has the meaning given to such term in Section 14.1.3. 1.33. Maximum Reimbursement Amount. “Maximum Reimbursement Amount” means the lesser of the Estimated Cost, as may be amended from time to time, or the amount of Reimbursable Costs that is calculated during the Final Accounting (as defined below). 1.34. Non-Reimbursable Costs. “Non-Reimbursable Costs” means the following costs that shall not be eligible for reimbursement under this Agreement: Costs Incurred Due to Negligence, Unapproved Costs, Excess Costs, Non-Project Shared Costs, and Defective Work Costs each as further defined in Section 9.1.5.2. 1.35. Notice of Completion. “Notice of Completion” means the standard document recorded by the City upon completion of a public works project in accordance with City’s standard and customary practices. 1.36. Party. “Party” has the meaning given to such term in the preamble. 1.37. Payment Date. “Payment Date” means twenty (20) days following the date on which Developer submits a complete Reimbursement Request (as reasonably determined by the Director of Development Services) or a Reimbursement Request that is complete with respect to a portion of the requested reimbursement (as reasonably determined by the Director of Development Services). 1.38. Pre-Existing Hazardous Material: “Pre-Existing Hazardous Material” means any Hazardous Material located on or under the Project Site prior to the Execution Date, whether known or unknown, or any Hazardous Material located outside the Project site including any premises owned by the City) prior to the Execution Date that migrates to the Project site thereafter. 1.39. Project. “Project” has the meaning given to such term in the Recitals. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 652 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 6 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 1.40. Project Improvements. “Project Improvements” or “Improvements” means the Developer’s Sewer Improvements. 1.41. Project Site. “Project Site” means the location of the Project for purposes of pre- construction services and construction. 1.42. Reimbursable Costs. “Reimbursable Costs” means costs of the design, development and construction (including (i) the premium cost of builder’s risk insurance, (ii) the premium cost of liability insurance, (iii) all other approved premium insurance costs, and (iv) builder’s risk insurance deductible, liability insurance deductible, and self-insured retention (SIR) costs not-to-exceed $25,000 per occurrence and with an aggregate cap in an amount approved by the City) of the Developer’s Sewer Improvements that have been expended by Developer and approved by the City through approval procedures described in the Agreement. 1.43. Reimbursement Request. “Reimbursement Request” means a reimbursement request package submitted to the City containing the items listed in Section 9.1.3.1. 1.44. Sewer Facility Contribution. “Sewer Facility Contribution” means the contribution by the City to fund specific sewer facility improvements comprising part of the RHCC Public Improvements described in Exhibit A attached hereto and as may be more specifically described in the Plan of Finance (as defined in the DDA). 1.45. Sewer Income Fund. “Sewer Income Fund” means the fund designated as the “sewer income fund” with respect to the Developer’s Sewer Improvements pursuant to and in accordance with CVMC Section 3.16.010. 1.46. Sewer Income Fund Eligible Expenses. “Sewer Income Fund Eligible Expenses” means costs for which the City shall reimburse Developer from the Sewer Income Fund (or an alternative source of funds identified by the City) for the design, development and construction (including the cost of builder’s risk insurance and all other insurance costs) of the Developer’s Sewer Improvements, not to exceed the Estimated Costs. 1.47. Sole Source Process. “Sole Source Process” has the meaning given to such term in Section 6.1. 1.48. Standard Specifications. “Standard Specifications” means the Greenbook, the local standard special provisions referenced in the Approved Drawings and Specifications, and any amendments thereto that are approved by the City. 1.49. Subcontractor. “Subcontractor” means a party or parties under any subcontract with the General Contractor to perform the work or provide supplies for the Developer’s Sewer Improvements. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 653 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 7 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 1.50. Substantial Completion. “Substantial Completion” means the stage in the progress of the Project when the Project is sufficiently complete, in accordance with this Agreement, so that the City can occupy or utilize the Project for its intended use. 1.51. SWPPP. “SWPPP” has the meaning given to such term in Section 8.1.3. 1.52. Working Day(s). “Working Day(s)” means Monday through Friday, excluding Holidays. ARTICLE II. SUBJECT OF THE AGREEMENT - GENERALLY The above-listed Recitals are true and correct and are incorporated by this reference. All attachments to this Agreement as Exhibits are incorporated into this Agreement by this reference. 2.1. Developer’s Sewer Improvements. Except as expressly provided in this Agreement, Developer shall cause the design and development of the Project Improvements in accordance with the Schematic Plans (as defined in the DDA) for the development of Phase 1A Infrastructure Improvements (as defined in the DDA) that the District shall submit to Developer pursuant to Section 4.4(b) of the DDA, and Developer shall cause the Project Improvements to be constructed so that the Project Improvements are in accordance with the applicable Contract Documents within the timeframe described in Section 5.1, in each case, in accordance with all the terms and conditions of this Agreement and for the Maximum Reimbursement Amount; provided, however, that the Developer shall have no obligation to develop or construct any of the Project Improvements unless and until DDA Close of Escrow occurs in accordance with the DDA. 2.2. Complete and Functional Improvements. Developer shall provide complete and functional Developer’s Sewer Improvements that meet the Contract Documents and all other applicable standards identified herein. 2.3. Maintain Until Acceptance. Following the completion of the Project Improvements, Developer shall maintain the Project Improvements until the Acceptance. 2.4. City Payment. City shall reimburse Developer, in an amount not to exceed the Maximum Reimbursement Amount and subject to the terms and conditions herein, for the Sewer Income Fund Eligible Expenses of design, development, and construction of Developer’s Sewer Improvements. City acknowledges and agrees that all of the Estimated Costs identified in Exhibit A are Sewer Income Fund Eligible Expenses. The City represents and warrants to Developer that, as of the Execution Date, the aggregate amount of funds on deposit in the Sewer Income Fund is equal to or greater than the Maximum Reimbursement Amount and that the City will use its reasonable efforts to manage the Sewer Income Fund in a manner so that the aggregate amount of funds on deposit in the Sewer Income Fund during the term of this Agreement is sufficient to pay all Reimbursable Costs in accordance with this Agreement. To the extent that the amount of funds in the Sewer Income Fund are DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 654 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 8 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC insufficient to pay all Reimbursable Costs, City shall identify alternative funds from which to pay City’s Sewer Facility Contribution obligation pursuant to the DDA. ARTICLE III. DURATION OF AGREEMENT 3.1. Term of Agreement. This Agreement shall become effective on the Execution Date, and the term of this Agreement shall extend until the earlier of (i) such time as all executory terms have been completed or (ii) earlier termination of this Agreement according to the termination provisions herein. ARTICLE IV. PROJECT COSTS 4.1. Estimated Cost. The Estimated Cost is one million dollars ($1,195,000), as shown in Exhibit A attached hereto. 4.2. Adjustment to Estimated Cost. Estimated Cost is subject to change by the methods identified below and those established elsewhere in this Agreement. 4.2.1. Revisions to the Estimated Cost. The City Manager or his/her designee shall review complete sets of the drawings and specifications for the Developer’s Sewer Improvements promptly after Developer provides them to the City. In the event that the City Manager or designee reviews the drawings and specifications for the Developer’s Sewer Improvements and determines that the cost of design, development, and construction will exceed the then current Estimated Cost, the Estimated Cost shall be increased to reflect the revised estimate in accordance with subsection 4.2.2. 4.2.2. Adjustments Based on Other Cost Increases. The Estimated Cost may be increased due to: (i) acts of God, acts of any governmental authority, the elements, war, litigation, shortages of material, labor strikes, inflation, later commonly accepted or adopted higher standards and specifications of construction, concealed or unknown conditions encountered in the completion of Developer’s Sewer Improvements, or other cause beyond Developer’s control; (ii) actual bids received being greater than estimated; (iii) other factors not the result of unreasonable conduct by Developer; or (iv) the presence of any Hazardous Material on the Project Site (as defined in the DDA). Subject to t he prior written approval by the City Manager or his/her designee, which approval shall not be unreasonably withheld, conditioned, or delayed, the Estimated Cost shall be increased by the amount of the increase in the cost of the design, development, and construction of the Developer’s Sewer Improvements that are determined by the City Manager or his/her designee (in such person’s reasonable, good faith discretion) to be caused by such events or circumstances. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 655 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 9 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 4.2.3. Failure to Obtain Approval of Increase. In any case where City Manager’s approval is required for an increase in the Estimated Cost and such approval is not obtained, Developer shall have no obligation to incur costs in excess of the Estimated Cost. City Manager shall not unreasonably withhold, condition or delay its approval of any deductive change to the Project Improvements such that the Project Improvements, as revised, can be completed for the Estimated Cost. 4.3. Notification of Increased Costs. If, at any time, Developer definitively establishes that the amount expended on the Project Improvements will exceed the Estimated Cost, Developer shall promptly, and in any case not more than ten (10) Working Days after the Developer definitively establishes the amount of the increase, notify the City thereo f in writing. This written notification shall include an itemized cost estimate and a list of recommended revisions (e.g., deductive changes) which Developer believes will bring the cost to within the Estimated Costs. The City may either: (i) approve an increase in Estimated Cost (which approval shall not be unreasonably withheld, conditioned, or delayed) or (ii) reasonably delineate a project which may be constructed for the Estimated Cost; provided that such delineation does not have a material and adverse effect on the design, development, or construction of the Developer’s Private Improvements (as defined in the DDA) or the Convention Center (as defined in the DDA); or (iii) any combination of (i) and (ii). ARTICLE V. PROJECT SCHEDULE 5.1. Project Schedule. Developer shall complete the Project Improvements by sixty (60) months and ten (10) days after the commencement date of the Ground Lease (such deadline to be extended by one day for each day the applicable deadline is extended pursuant to and in accordance with the Ground Lease, including pursuant to any amendment to the Ground Lease). No delay in the completion of the Project Improvements shall excuse any failure by Developer to timely complete the Resort Hotel and the Convention Center (as each such term is defined in the Ground Lease) in accordance with the Ground Lease, except as set forth in the Ground Lease. 5.2. Unavoidable Delay. Each Party shall be entitled to an extension of the date of the performance of any obligation required of such Party under this Agreement in the same manner and to the same extent as provided in the Ground Lease. ARTICLE VI. COMPETITIVE BIDDING AND EQUAL OPPORTUNITY 6.1. Compliance. Developer shall bid and award contracts and subcontracts to complete Project in accordance with all applicable public contract laws, rules, and regulations, including but not limited to those set forth in the City of Chula Vista Charter and Municipal Code, including CVMC §2.56.160(H) (Developer-Performed Public Works). Notwithstanding anything to the contrary herein, the Parties agree that the Developer may (a) subject to DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 656 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 10 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC CVMC §2.56.160(H)(1)(b) (Developer-Performed Public Works), award the prime contract for the Project to the General Contractor on a sole source basis pursuant to and in accordance with CVMC §2.56.160(H)(1)(b) (“Sole Source Process”) or, (b) subject to CVMC §2.56.160(H) (Developer-Performed Public Works), award the prime contract for the Project to the General Contractor by competitive bid or solicitation in accordance with CVMC §2.56.160(H)(2)(d) (Developer-Performed Public Works) (“Competitive Bid or Solicitation Process”). The Parties further agree that, in the case of the Sole Source Process, the General Contractor for the Project shall award subcontracts for the P roject to Subcontractors by competitive bid or solicitation in accordance with CVMC 2.56.160(H)(2)(d) (Developer-Performed Public Works) (“Competitive Bid or Solicitation Process”). 6.1.1. Proof of Advertising. In the case of any Competitive Bid or Solicitation Process, Developer shall provide the City with proof that the Developer or the General Contractor, as applicable, solicited competitive bids from the General Contractor and/or Subcontractors, as applicable, in accordance with CVMC 2.56.160(H)(2)(c) (Developer-Performed Public Works). 6.1.2. Prevailing Wage. Developer shall advertise the Project as requiring the payment of prevailing wage and include all provisions in the advertisement and Contract Documents as required by the California Department of Industrial Relations. 6.2. Bid Opening and Award. In the case of any Competitive Bid or Solicitation Process, Developer shall provide City with a copy of the tabulation of competitive bid results with respect to each contract and subcontract, as applicable. In the event that the best qualified General Contractor’s bid or Subcontractor’s bid, as applicable, combined with a reasonable amount for contingencies, exceeds the Estimated Cost, the increase in the costs may be approved by the City Manager pursuant to Section 4.2.2 prior to awarding the prime contract or the subcontract, as applicable. In the event the City Manager does not approve the increased cost, this Agreement, at the City’s option but subject to the next sentence, may be terminated upon prior written notice thereof to Developer of not less than twenty 20) days and the Project may be rebid and/or redesigned. If the City notifies Developer that it intends to exercise the termination option, then Developer shall have the right to pay the amount in excess of the Estimated Cost (“Excess Cost”), in which case the City shall no longer have the right to terminate this Agreement. Developer acknowledges and agrees that payment of any Excess Cost shall not be a Reimbursable Cost under this Agreement. In the event that the Agreement is terminated pursuant to this Section 6.2, the Developer’s design, development, and/or construction costs will be reimbursed to Developer from the Sewer Income Fund for the actual Reimbursable Costs expended by Developer prior to termination of this Agreement. Developer shall provide City with copies of all executed contracts awarded in accordance with this Section 6.2. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 657 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 11 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 6.3. Equal Employment Opportunities and Equal Opportunity Contracting. 6.3.1. Equal Employment Opportunity Nondiscrimination. Developer shall not discriminate against any employee or applicant for employment on any basis prohibited by law. Developer shall provide equal opportunity in all employment practices. Developer shall instruct its consultants, subconsultants, General Contractor, and Subcontractors, to comply with this provision. Nothing in this subsection 6.3.1 shall be interpreted to hold Developer liable for any discriminatory practice of its General Contractor, Subcontractors or any other party. 6.3.2. Equal Employment Opportunity Certification. Developer shall require all bidders to submit signed equal employment opportunity certifications, on forms approved by the City, with their bid packages. 6.3.3. Equal Opportunity Contracting Nondiscrimination. Developer shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring, or treatment of bidders, the General Contractor, Subcontractors, vendors, or suppliers. Developer shall provide equal opportunity for bidders, contractors, the General Contractor, and Subcontractors to participate in contracting and subcontracting opportunities. Developer understands and agrees that violation of this subsection 6.3.3 shall be considered a material breach of this Agreement and may result in termination of this Agreement, debarment, or other sanctions. The language in this subsection 6.3.3 shall be inserted in contracts between Developer, the General Contractor, any Subcontractors, vendors, and suppliers awarded in accordance with Section 6.2. ARTICLE VII. DESIGN AND CONSTRUCTION STANDARDS 7.1. Standard of Care. Developer agrees that it will require that the services provided as part of this Agreement be performed in accordance with the standards customarily adhered to by experienced and competent professional architectural, engineering, landscape architecture, and construction firms (as applicable) using the degree of care and skill ordinarily exercised by reputable professionals practicing in the same field of service in the State of California. 7.1.1. Compliance with all Laws. Developer shall comply, and require compliance by any of its General Contractor, Subcontractors, employees, and agents, with all laws, including but not limited to all local, City, San Diego County, State of California, and federal laws, codes and regulations, ordinances and written publicly available policies, including, but not limited to, Development Services Department permits, hazardous material permits, site safety, state and local building codes, stormwater regulations, etc. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 658 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 12 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 7.2. Compliance with Design and Construction Standards. Developer shall comply, and require compliance by any of its General Contractor, Subcontractors, employees, and agents, with the Design and Construction Standards. 7.2.1. Standard Specifications. Developer shall comply, and require compliance by any of its General Contractor, Subcontractors, employees, and agents, with the editions of the following reference specifications that are in effect as of the date of the approval of the Approved Drawings and Specifications for purposes of the bids when designing, developing, and constructing the Project: the Greenbook and the regional and any local supplement amendments and the Chula Vista Standard Special Provisions. 7.2.2. City Standards. Developer’s professional services shall be provided in conformance with the professional standards of practice established by City. This includes amendments and revisions of these standards as adopted by City. The professional standards of practice established by City include the Standard Specifications and the Approved Drawings and Specifications. 7.2.3. City Engineer Inspection. Inspections and approvals by the City Engineer in accordance with the Standard Specifications shall not be unreasonably conditioned, withheld or delayed. 7.3. Changes to Standards. Developer shall not be required to comply, nor to cause any of its General Contractor, Subcontractors, employees, and agents to comply, with any design standard or any construction standard or any amendment, update, supplement or other modification to the Design and Construction Standards after the date of the approval of the Approved Drawings and Specifications for purposes of the bids. 7.4. City Approval Not a Waiver of Obligations. Where approval by the City, the City Manager, or other representatives of City is required, it is understood to be general approval only and does not relieve Developer of responsibility for complying with all applicable laws, codes, and good consulting, design, or construction practices and is not an assumption of liability by the City, except in the case of City’s express waiver of the requirement to comply with (a) any City requirement, to the extent such requirement is waivable, or (b) any good consulting, design, or construction practice. Nor shall City, through approval, become an insurer or surety of work associated with the approvals. ARTICLE VIII. CONSTRUCTION 8.1. Site Safety, Security, and Compliance. Developer shall be responsible for Project Site safety, security, and compliance with all related laws and regulations. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 659 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 13 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 8.1.1. Persons. As between the Developer and the City, and without expanding the Developer’s contractual obligations or duties to any person other than the City, the Developer shall be fully responsible for the safety and security of its officers, agents, and employees authorized by Developer to access the Project Site. 8.1.2. Other. Developer is responsible for Project Site, materials, equipment, and all other incidentals on the Project Site until the completed Project has been accepted by the City pursuant to Article X. 8.1.3. Environment. Developer shall comply with all environmental laws and regulations, including 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. Furthermore, 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, maintenance. 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). 8.1.4. Access to Project Site. City officers, agents, and employees that have Project- related business shall have the right to enter the Project Site at any time for Project related purposes; provided that such person complies with all written applicable security and safety procedures provided by Developer to City, written instructions given by Developer to City and oral instructions given by Developer or the General Contractor to such person on the Project Site, and uses commercially reasonable efforts to minimize any interference with Developer’s operation and use of the Project Site while on the Project Site. 8.2. 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. 8.2.1. Follow all Laws, Rules, and Regulations. Developer agrees to follow all Federal and State laws and regulations, and all written and publicly available City standards and regulations while working in the public right-of-way, including, but not limited to, utilizing proper traffic control and obtaining necessary permits. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 660 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 14 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 8.3. Traffic Control. Developer shall comply with all written traffic control requirements for Project, including, if applicable, all traffic control plans and/or notes. 8.4. Maintenance. Developer shall maintain and be responsible for the Project and the Project Site until Acceptance, including ongoing erosion prevention measures. Upon Acceptance, City shall be responsible for maintenance of the Project. ARTICLE IX. REIMBURSEMENT/PAYMENT OF COSTS AND EXPENSES 9.1. Payment of Costs Associated with Project 9.1.1. Maximum Reimbursement Amount. The maximum amount of reimbursement for Project shall not exceed the Maximum Reimbursement Amount. Neither Developer nor the General Contractor nor any Subcontractor, nor any combination thereof, shall be entitled to payment in excess of the Maximum Reimbursement Amount. 9.1.2. Funds for Payment of Costs/Expenses. The source of funds for the payment of costs/expenses associated with Project shall be limited to that listed below. No other City funds, or monies held by, owed to, or in trust for, the City, shall be used by the City or sought to be collected by Developer, its employees, age nts, the General Contractor, or Subcontractors other than those identified in Section 9.1.2.1. 9.1.2.1. Funds for Project. Funds for payment of costs/expenses for Project shall be limited to the City’s Sewer Facility Contribution. 9.1.3. Prerequisites to Payment. 9.1.3.1. Reimbursement Request. Prior to reimbursement of any costs or expenses for the Project, Developer shall provide the City with a Reimbursement Request containing the following: a. Invoices. Developer shall provide the Director of Development Services all invoices for Reimbursable Costs associated with Project, not previously paid by the City, within 30 days after receipt thereof. b. Proof of Payment. Developer shall provide the Director of Development Services with proof of payment of all invoices for Reimbursable Costs submitted within 30 days after such payment. c. Lien Releases/Stop Payment Notices. Developer shall provide the Director of Development Services with statutory lien/stop payment DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 661 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 15 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC notice releases associated with all work performed or supplies provided in a form satisfactory to the City Attorney. d. Certification of Payment. Developer shall provide the Director of Development Services with a written certification that all trade and soft costs for which Developer is seeking reimbursement have been paid. e. Certification of Prevailing Wage Compliance. Developer shall provide the Director of Development Services with a written certification of compliance with all applicable Prevailing Wage laws and regulations. f. Acknowledgement of General Contractor and Subcontractors. Developer shall provide the Director of Development Services with a letter from each firm (e.g. civil, survey, and geotechnical) acknowledging that eligible soft costs included in the relevant invoices have been paid. g. Time sheets. Developer shall provide the Director of Development Services with time sheets from Developer’s construction manager to justify the Project management costs. h. Graphics. Developer shall provide the Director of Development Services with a graphic depicting the areas within the Project for which the Reimbursement Request is being submitted. i. Other Documents. Developer shall provide the Director of Development Services with any other documents that reasonably may be needed to evaluate the eligibility of the cost/expense as Reimbursable Costs as determined necessary by the Director of Development Services in his/her sole discretion. City shall not have an obligation to make payment to Developer unless and until Developer provides the Director of Development Services with a Reimbursement Request containing all of the applicable items listed above and such Reimbursement Request is approved by the Director of Development Services as provided below. 9.1.3.2. Inspection. The Project shall be subject to City inspection as provided in section 2-11 of the Greenbook. Developer shall ensure that all persons DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 662 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 16 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC and entities providing work or services for the Project comply with the inspection requirements provided in section 2-11 of the Greenbook. 9.1.3.3. Prevailing Wage Compliance. Developer shall ensure that all persons and entities providing work or services for the Project comply with Prevailing Wage requirements, as established by the California Department of Industrial Relations, as applicable, in accordance with applicable law. 9.1.3.4. City Approval. The Director of Development Services shall review each Reimbursement Request and the supporting documentation. If the Director of Development Services finds that any such Reimbursement Request is incomplete, improper, or otherwise not suitable for reimbursement, then the Director of Development Services shall so inform Developer in writing within fifteen (15) Working Days after receipt thereof, of the reasons for his/her finding. If the Director of Development does not find that any such Reimbursement Request is incomplete, improper, or otherwise not suitable for reimbursement, then the Director of Development Services shall so inform Developer in writing within fifteen (15) Working Days after receipt thereof and within that time period approve the Reimbursement Request. Developer shall have the right to respond to such finding by submitting further documentation requested in such finding after receipt of said finding. The Director of Development Services shall review any further documentation received from Developer in support of the Reimbursement Request and inform Developer of his/her approval or denial of the Reimbursement Request within ten (10) Working Days after receipt of such further documentation. If the Director of Development Services determines that the Reimbursement Request is incomplete, but that sufficient and complete information exists with respect to a portion of the Reimbursement Request, then the Director of Development Services may but is not obligated to approve the Reimbursement Request with respect to such portion of the Reimbursement Request. The City shall cause the Director of Development Services to carry out its duties under this Section 9.1.3.3 in a reasonable and good faith manner. 9.1.4. Time of Payment. After Developer has obtained City’s approval pursuant to 9.1.3, City shall reimburse Developer for the approved costs/expenses associated with each Reimbursement Request by the Payment Date. If the Payment Date falls on a weekend or holiday, the Payment Date shall be extended to the next Working Day. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 663 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 17 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 9.1.4.1. Additional Costs. Any costs that may accrue, such as interest on late payments to Developer’s General Contractors, Subcontractors, or suppliers as a result of the Developer’s failure to provide a complete Reimbursement Request, shall not be the obligation of the City if the City has not received a complete Reimbursement Request. Such additional costs shall be the obligation of the Developer and not eligible for reimbursement. 9.1.5. Reimbursement Amount per Reimbursement Request. The City shall pay Developer approved amounts in the Reimbursement Request, less any Non-Reimbursable Costs and Contested Charges (as defined below) on or before the Payment Date. If the Payment Date falls on a weekend or holiday, the Payment Date shall be extended to the next Working Day. Additional costs that result from the City’s failure to make payments when required by this Agreement will be the obligation of the City. 9.1.5.1. Withholding. The prime contract and subcontracts for the Project may provide for withholding from each payment to the General Contractor or the Subcontractor, as applicable, until Acceptance. Except as otherwise provided in this Agreement or at law, the City shall not withhold any additional amounts from the Reimbursement Requests submitted by Developer, beyond the actual General Contractor or Subcontractor withholding amount. a. Payment and Invoicing for Withholding. Developer shall not pay the General Contractor and the Subcontractors the amounts withheld until (1) forty-five (45) calendar days from recordation of the Notice of Completion and (2) confirmation has been submitted to the Director of Development Services by Developer that no stop payment notices or mechanic’s liens have been filed and not released with respect to the Project and the following work has been completed: i. All Project improvements have been installed. ii. As-builts have been submitted to the City. iii. Form PWE106 is completed. iv. The final punch list is complete. Where a stop payment notice or mechanic’s lien has been filed following the recordation of the Notice of Completion, Developer shall continue to withhold the amount in controversy until a fully executed release of stop payment notice or mechanic’s lien or a bond releasing the stop payment DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 664 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 18 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC notice or mechanic’s lien has been filed and a conformed copy delivered to the City. Notwithstanding anything in this Agreement to the contrary, Developer shall not be required to withhold any funds from the General Contractor or any Subcontractor to the extent doing so would violate any applicable law. 9.1.5.2. Non-Reimbursable Costs. The following costs/expenses shall not be eligible for reimbursement under this Agreement. a. Costs Incurred Due to Negligence. Developer shall not be entitled to payment for any incremental cost or expense incurred due to negligent acts, negligent omissions, or willful misconduct of Developer, the General Contractor, or Subcontractors, or any of their respective subcontractors, material suppliers, equipment providers, employees, or agents. b. Unapproved Costs. Developer shall not be entitled to reimbursement for any cost or expense that has not been approved by the City pursuant to Section 9.1.3.3. c. Excess Costs. Developer acknowledges and agrees that any Excess Cost (as defined in section 6.2 of this Agreement) shall not be a Reimbursable Cost. d. Non-Project Shared Costs. The parties acknowledge that Developer may share certain costs (e.g. mobilization, traffic control) for the Project with other projects contemplated under the DDA. Developer acknowledges and agrees that any shared project costs that are not directly attributable to or reasonably apportioned to the Project, as reasonably determined by the City, shall not be a Reimbursable Cost. e. Defective Work Costs. Developer acknowledges and agrees that defective work costs as provided in Section 12.3 of this Agreement shall not be a Reimbursable Cost. 9.1.5.3. Contested Charges. In the event that the City contests any costs/expenses on an invoice received (“Contested Charge”), the City shall provide Developer a written statement of the Contested Charges, the reason why the costs/expenses are contested, and a proposed resolution. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 665 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 19 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC a. Appeal to City Manager. Developer may appeal the City’s determination of any Contested Charges. The appeal must be received within 30 days after the City notifies the Developer of such Contested Charge. During the appeal period, and as long as any Contested Charge remains disputed, Developer shall proceed with the Project, and the City shall compensate Developer for the undisputed amounts. If, following the appeal, the City Manager determines that any Contested Charges are eligible for reimbursement, such amounts shall be included in the next payment to Developer. 9.1.6. Cutoff for Submission of Invoices. Developer shall submit its final Reimbursement Request not later than the Cutoff Date. Any Reimbursement Requests submitted after the Cutoff Date shall not be reviewed or included in Reimbursable Cost. The final payment by the City for the Project will be made only after Developer has submitted all documentation reasonably necessary to substantiate the cost of construction and completing the Improvements associated with that phase, mechanic’s lien free, stop payment notice free, in accordance with the Contract Documents. Final inspection and sign-off by the City’s inspectors with associated mechanic’s lien and stop payment notice releases (or bonds releasing contested mechanic’s liens or stop payment notices) shall be sufficient evidence of the mechanic’s lien or stop payment notice free completion of the Improvements. 9.1.7. Final Accounting. Following completion of the Project, Developer shall submit a final accounting (“Final Accounting”) to the City in order to determine the cost of design, development, construction, and related work thereto to complete the Improvements. Developer shall also submit all supporting information reasonably necessary to document costs/expenses for the Improvements, including specific details on the costs and work attributable to the Improvements, including, as applicable, third-party invoices, billings, and receipts for construction surveying, soil testing, blue printing, actual construction costs, and similar expenses. 9.1.7.1. True-up Payments. Within 30 Working Days following a Final Accounting, the City shall determine whether the actual payments made to Developer equal the audited approved costs and expenses. In the event that the amount of the approved costs and expenses exceeds the amount of the actual payments, the City shall make a true-up payment to Developer for the difference; however, in no event, shall the true-up payment cause the total amount paid to exceed the Maximum Reimbursement Amount. If the Final Accounting shows that the amount of actual payments to Developer exceeds the amount of the approved costs DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 666 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 20 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC and expenses, Developer shall remit or cause the remittance of the difference to the City within twenty (20) Working Days of a notice of deficiency. ARTICLE X. PROJECT ACCEPTANCE AND FINAL COMPLETION 10.1. No Waiver. Developer shall cause the work to be performed and completed in accordance with the Contract Documents, as reasonably determined by the City Engineer and the Director of Development Services. Neither recommendation of any progress payment or acceptance of work, nor any payment by City to Developer under this Agreement, nor any use or occupancy of the Improvements or any part thereof by the City, nor any act of acceptance by the City, nor any failure to act, nor any review of a shop drawing or sample submittal, will constitute an acceptance of work, which is not substantially in accordance with the Contract Documents. ARTICLE XI. WARRANTIES 11.1. Enforcement of Warranties. Developer shall enforce for the City's benefit all warranties provided in the Contract Documents and any other implicit or explicit warranties or guarantees required or implied by law. 11.1.1. Materials and Workmanship. Developer shall require the General Contractor and Subcontractor(s) to guarantee all work on the Project against Defective Work for a period of one (1) year from the date of Acceptance. 11.1.2. New Materials and Equipment. Developer shall require the General Contractor and Subcontractor(s) to warrant and guarantee to City that all materials and equipment incorporated into the Project are new unless otherwise specified. 11.1.3. Design, Construction, and Other Defects. Developer shall require the General Contractor and Subcontractor(s) to warrant and guarantee to City that all work is in accordance with the Contract Documents and is not Defective Work in any way in design, construction, or otherwise. 11.2. Term of Warranties. Unless otherwise specified or provided by law, warranties shall extend for a term of one (1) year from the date of Acceptance. ARTICLE XII. DEFECTIVE WORK 12.1. Correction, Removal, or Replacement. The Developer shall require that if, within the designated warranty period, or such additional period as may be required by law or regulation, the City determines the Project contains Defective Work, the General Contractor or applicable Subcontractor, as applicable, shall promptly and in accordance DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 667 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 21 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC with the City’s written instructions and within the reasonable time limits stated therein, either correct, repair, or both remove and replace the Defective Work. 12.2. City’s Right to Correct. If circumstances warrant, including but not limited to an emergency or the Developer’s failure, the General Contractor’s failure, or such Subcontractor’s failure, as applicable, to adhere to Section 12.1, City may correct, remove, or replace the Defective Work. In such circumstances, the Developer, the General Contractor, and such Subcontractor(s), as applicable, shall not recover costs associated with the Defective Work. 12.3. Non-Reimbursable Costs. Any costs incurred by Developer, the General Contractor, Subcontractors or its agents to remedy defects are Non-Reimbursable Costs, unless the Contract Documents require the Developer to reimburse for such costs. Notwithstanding the foregoing, for the avoidance of doubt, the parties acknowledge and agree that the following shall constitute Non-Reimbursable Costs: (i) costs to remedy defects due to the negligence of the General Contractor, Subcontractors, or their agents; (ii) costs to remedy defects due to the failure of General Contractor, Subcontractors, or their agents to comply with the Contract Documents to the extent such costs exceed the guaranteed maximum price contained in the Contract Documents, or (iii) costs to remedy defects where such costs have been recovered from an alternate source (e.g. insurance or bond). If the City has already reimbursed Developer, the General Contractor, Subcontractors or its agents, as applicable, for the Defective Work, City is entitled to an appropriate decrease in Reimbursable Costs, to withhold a setoff against the amount, or to make a claim against Developer’s bond, if Developer, the General Contractor, Subcontractors or agents, as applicable, have been paid in full, until the Defective Work is remedied unless the Contract Documents require the Developer to reimburse for such costs. 12.4. Extension of Warranty. When Defective Work, or damage therefrom, has been corrected, repaired, replaced or removed, as applicable, during the warranty period, the one (1) year or another relevant warranty period, as applicable, will be extended for an additional time period equal to that of the initial warranty period, from the date of the satisfactory completion of the correction, repair, replacement or removal, as applicable, but, in no event, beyond one (1) year from the date of the expiration of the initial warranty period. 12.5. No Limitation on Other Remedies. Exercise of the remedies for Defective Work pursuant to this Article XII shall not limit the remedies City may pursue under this Agreement or at law. 12.6. Disputes. If Developer and City are unable to reach agreement on disputed work, City may direct Developer to proceed with the work and compensate Developer for undisputed amounts. Payment of disputed amounts shall be as later determined in accordance with DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 668 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 22 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 9.1.5.3. Developer shall maintain and keep all records relating to disputed work for a period of three (3) years in accordance with Article XIV. ARTICLE XIII. SECURITY FOR CONSTRUCTION 13.1. Bond. The Contract Documents shall require the General Contractor or Subcontractors to provide a payment bond and a performance bond, on forms acceptable to the City, for the construction of the Project in an amount of no less than the Estimated Cost. Developer shall cause the City to be named as a co -obligee of the payment bond and performance bond. Developer shall deliver copies of the payment bond and performance bond to City prior to commencement of construction for the Project. Developer shall ensure the payment bond and performance bond are maintained until such time as the Project is complete and Accepted by the City. 13.2. Insolvency or Bankruptcy. If the surety on any of the above-mentioned bonds is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located, Developer shall within five (5) Working Days after the City notifies the Developer thereof substitute or require the substitution of another bond and surety, reasonably acceptable to the City. 13.3. Calling the Bond. Developer acknowledges and agrees that if Developer’s construction of the Improvements has not been completed in accordance with Section 5.1, has not been performed in accordance with the Contract Documents, or if the Developer has failed to cure any Defective Work within the commercially reasonable time specified in a written notice of defect, the City may use the security referenced in Section 13.1 above to complete the Improvements. This remedy is not a limitation on remedies of the City and is in addition to any other remedy that the City may have at law or in equity. ARTICLE XIV. INDEMNITY AND DUTY TO DEFEND 14.1. Defense, Indemnity, and Hold Harmless. 14.1.1. General Requirement. (a) Developer shall defend, indemnify, protect, and hold harmless (collectively, “Indemnify”) the City, its elected and appointed officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, liabilities, loss, damages, and injuries (collectively, “Loss”), in law or equity, to property, including takings claims, or persons, including wrongful death, to the extent and proportion directly or indirectly caused by any negligent acts or negligent omissions, or negligence or willful misconduct of Developer, its officials, officers, the General Contractor, Subcontractor(s), agents, or employees arising out of or in connection with the performance of the Project or this Agreement; provided, however, from and after the DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 669 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 23 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC tenth (10th) anniversary of the date of Acceptance, Developer shall have no obligation to Indemnify the Indemnified Parties for any Loss that arises out of any design or other defect in connection with the Project. b) This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys’ fees) arising from the sole negligence, active negligence or willful misconduct of the City, its officials, officers, agents or employees. c) Also covered by this provision is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or negligent omissions of the City, its agents, officers, officials or employees which may be in combination with, and to the extent and proportion caused by, the active or passive negligent acts or negligent omissions of Developer or its officials, officers, the General Contractor, Subcontractor(s), agents, or employees. 14.1.1.1. Damage to Downstream or Adjacent Properties. Such indemnification and agreement to hold harmless shall extend to damages to adjacent or downstream properties or the taking of property from owners of such adjacent or downstream properties as a result of and to the extent of and proportion caused by the negligence by Developer, its officials, officers, the General Contractor, Subcontractor(s), agents, or employees in the construction of the Improvements in accordance with the Contract Documents as provided herein. It shall also extend to damages 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 General Contractor, Subcontractor(s), agents, or employees in the construction of the Improvements in accordance with the Contract Documents. 14.1.2. Hazardous Materials. (a) Developer agrees to defend, indemnify, and hold harmless, the City, its agents, officers and employees from and against any and all costs, damages, claims, and liabilities, including reasonable attorney fees, foreseeable or unforeseeable, directly or indirectly, arising from or related to the release of Hazardous Materials by Developer, its officials, officers, the General Contractor, Subcontractor(s), contractors, agents, or employees in association with the construction, maintenance, or repair of the Project, or any act taken or omission under the Agreement. b) Notwithstanding the foregoing, Developer shall have no obligation to Indemnify any Indemnified Party for any Loss related to any Pre-Existing DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 670 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 24 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC Hazardous Material except to the extent Developer, any of its officials, officers, the General Contractor, Subcontractor(s), contractors, agents, or employees, or any combination thereof, is negligent in releasing, allowing a release, or causing a release of such Pre-Existing Hazardous Material. Developer expressly preserves its rights against other parties and does not release or waive its rights to contribution against any other party. 14.1.3. Illegal Discharge to Storm Drains. Developer shall defend, indemnify, protect, and hold harmless City, its agents, officers, and employees, 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, its officials, officers, the General Contractor, Subcontractor(s), agents, or employees 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 City for an Illegal Discharge. Developer’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of City, its officials, officers, agents or employees. 14.1.4. 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, its officials, officers, employees and/or agents and that appear to be covered by the defense obligation defined in Section 14.1.1(a), 14.1.1(c), 14.1.1.1, 14.1.2(a), or 14.1.3. Developer acknowledges and agrees that its obligation to accept tender and defend the City, its officials, officers, employees, and/or agents as provided in this Section 14.1.4 is absolute and not subject to any limitations in Sections 14.1.1(b) and 14.1.2(b) of this Agreement, or elsewhere. Developer shall pay and satisfy any judgement, award, or decree that may be rendered against City or its officials, officers, employees and/or agents, for any and all related legal expense and costs incurred by each of them to the extent of Developer’s actual determined negligence, subject to the limitations in Sections 14.1.1 and 14.1.2 and only to the extent Section 14.1.1 or 14.1.2 requires Developer to do so. The City may, in its reasonable discretion, participate in the defense of any and all suits, actions, or other legal proceedings that may be brought or instituted against the City, its officials, officers, employees and/or agents, and the Developer shall have the obligation to reimburse the City for any costs of defense incurred by the City, including, without limitation, reimbursement for attorneys’ fees, experts’ fees and other costs. Prior to incurring any defense costs, City agrees DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 671 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 25 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC to notify Developer and offer to meet-and-confer with Developer to discuss practicable measures to manage total defense costs. The City’s participation shall not relieve the Developer of any of its obligations under this Article XIV. 14.1.5. Insurance Proceeds. Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees and/or agents. 14.1.6. No Use of Security. The security identified in Article XIII shall not be used to satisfy the obligations of Developer under this Article XIV. 14.1.7. Declarations. Developer’s obligations under Article XIV shall not be limited by any prior or subsequent declaration by Developer. 14.1.8. Enforcement of Costs. Developer agrees to pay any and all costs, including attorneys’ fees, that the City incurs enforcing the indemnity and defense provisions set forth in Article XIV. 14.1.9. Survival. Developer’s obligations under Article XIV shall survive the expiration and/or termination of this Agreement. ARTICLE XV. INSURANCE REQUIREMENTS 15.1. Insurance Requirements. Developer shall, and shall require its architects, engineers, contractors, subcontractors, and other persons and entities providing services for or performing work on the Project to purchase and maintain insurance in the same manner and to the same extent as required by Section 4.10 of the DDA. The parties agree to meet- and-confer to try to identify insurance coverage to cover losses to Project supplies, materials, and equipment prior to Acceptance. ARTICLE XVI. RECORDS AND AUDITS 16.1. Retention of Records. Developer shall maintain data and records related to this Agreement for a period of not less than three (3) years following receipt of final payment under this Agreement. 16.2. Audit of Records. At any time during normal business hours and as often as the City deems necessary, Developer, the General Contractor and any or all of Subcontractors shall make available to the City for examination at reasonable locations within the City/County of San Diego all of the data and records with respect to all matters covered by this Agreement. Developer, the General Contractor and Subcontractors will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and other data and media relating to all matters covered by this Agreement. If records are not made available within the DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 672 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 26 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC City/County of San Diego, then Developer shall pay all the City's travel related costs to audit the records associated with this Agreement at the location where the records are maintained. Such costs will not be Reimbursable Costs. 16.1.1. Costs. Developer and Developer’s agents shall allow City to audit and examine books, records, documents, and any and all evidence and 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. ARTICLE XVII. MISCELLANEOUS PROVISIONS 17.1. 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 Working Day, if sent prepaid by recognized overnight service such as FedEx for delivery the next Working Day; or (iii) three (3) Working Days after deposit in the United States mail, certified or registered mail, return receipt requested, first-class postage prepaid. Until notice of a change of address is properly given, notice shall be given: If to City: City of Chula Vista Attn: City Manager 276 Fourth Avenue Chula Vista, California 91910 With a copy to: Office of the City Attorney Attn: City Attorney 276 Fourth Avenue Chula Vista, California 91910 If to Developer: RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Legal Department With a copy to: Latham & Watkins 12670 High Bluff Drive San Diego, CA 92130 Attention: Steven Levine DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 673 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 27 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 17.2. Captions. Captions in this Agreement are inserted for convenience of reference. They do not define, describe or limit any term of this Agreement. 17.3. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties regarding the subject matter hereof. No prior or contemporaneous oral or written representations, agreements, understandings and/or statements regarding its subject matter shall have any force or effect. This Agreement is not intended to supersede or amend any other agreement between the Parties unless expressly noted. However, all previous written agreements, remain in full force and effect except to the extent they conflict with this Agreement. 17.4. Severability. If any provision of this Agreement or its particular application is held invalid or unenforceable, the remaining provisions of this Agreement, and their application, shall remain in full force and effect, unless a Party's consideration materially fails as a result. 17.5. Recordation. The City may record this Agreement in the Office of the County Recorder of San Diego County, California. 17.6. Preparation of Agreement. No inference, assumption or presumption shall be drawn from the fact that a Party or its attorney drafted this Agreement. It shall be conclusively presumed that all Parties participated equally in drafting this Agreement. 17.7. Authority. Each Party warrants and represents that it has legal authority and capacity to enter into this Agreement, and that it has taken all necessary action to authorize its entry into this Agreement. 17.8. Modification. This Agreement may not be 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. 17.9. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement shall be the City of San Diego. 17.10. Administrative Claims. No suit or arbitration shall be brought arising out of this Agreement against the City unless a claim has first been presented in writing and filed with the City and acted upon by the 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 City in the implementation of same. DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 674 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 28 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC 17.11. Non-liability of City Officials and Employees. No member, official, employee or consultant of the 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. 17.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be the original and all of which shall constitute one and the same document. 17.13. Electronic Signatures. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document signed or to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to in clude electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Parties, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transaction Act, or any other similar state laws based on the Uniform Electronic Transactions Act. End of page. Signature page follows this page.] DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 675 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 29 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC IN WITNESS WHEREOF, this Reimbursement Agreement is executed as of the day and year first set forth above. CITY CITY OF CHULA VISTA, a California charter city and municipal corporation By: Maria Kachadoorian, City Manager ATTEST: By: Kerry Bigelow, City Clerk APPROVED AS TO FORM: By: Glen R. Googins, City Attorney DEVELOPER RIDA CHULA VISTA, LLC, a Delaware limited liability company California Contractor License Number: 1039979 By: Ira M. Mitzner, Manager DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 For Page 676 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 30 City of Chula Vista Agreement No.: 2018-075 RIDA CHULA VISTA, LLC Exhibit A Estimated Cost Improvement Description Sewer Improvement Cost Estimate E Street (G Street to H Street) 730,000 G Street Connection 85,000 H-3 Utility Corridor 380,000 Total 1,195,000 DocuSign Envelope ID: 63A2F5F6-1483-4190-960F-D42128A6C289 Page 677 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-1 4825-3218-1203/024036-0079 Exhibit Y Hotel Operator Non-Disturbance Agreement WHEN RECORDED PLEASE MAIL TO: Attn: Phil Brandt Marriott International, Inc. 10400 Fernwood Road Dept. 52/923 Bethesda, MD 20817 SPACE ABOVE THIS LINE FOR RECORDER’S USE CONVENTION CENTER AGREEMENT THIS CONVENTION CENTER AGREEMENT (this “Agreement”) is executed as of May ___, 2022 by: (i) SAN DIEGO UNIFIED PORT DISTRICT (together with its successors and permitted assignees, the “Port “), a public corporation; (ii) THE CITY OF CHULA VISTA (the City”), (iii) CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY (the Authority”), a joint exercise of powers authority whose members are the City and the Port, iv) MARRIOTT INTERNATIONAL, INC. (“Manager”), a Delaware corporation, and relates to certain land subleased, and improvements sub-subleased by, RIDA CHULA VISTA, LLC Developer”), a Delaware limited liability company. R E C I T A L S A. The Port is the trustee of certain state tidelands owned by the State of California (the Site”) as more particularly described on Exhibit A, upon which a 275,000 net usable square foot convention center shall be constructed (the “Convention Center”, together with the Site, the Facility”). The Convention Center will be constructed on the Site. B. The Port leased the Site to the Authority pursuant to the Site Lease. The Authority will own the Convention Center, which is to be constructed by Developer pursuant to, among other agreements, the Project Implementation Agreement and operated by Developer pursuant to the Sublease. C. The Authority subleased the Site, and leased the Convention Center, collectively, the Facility, to the City pursuant to the Facility Lease. D. The City sub-subleased the Site, and subleased the Convention Center, to Developer pursuant to the Sublease. E. Manager and Developer entered into the Management Agreement under which Manager will operate the Convention Center. Page 678 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-2 4825-3218-1203/024036-0079 NOW, THEREFORE, in consideration of the promises in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Port, the City, the Authority, and Manager agree as follows: 1. Definitions. Capitalized terms used but not defined in this Agreement have the meanings in the Management Agreement. The following terms used in this Agreement have the meanings given below: Convention Center” is defined in Recital A. Ground Lease” means, collectively, (i) that certain Lease to Developer of Property located in Chula Vista, California dated as of the date hereof, a memorandum of which was recorded on 2022, in the Official Records of the San Diego County Recorder’s Office as document #____________________ (as the same may be amended or modified) and (ii) any New Lease (as defined in the Ground Lease) entered into within the timeframes prescribed in the Ground Lease. Facility” is defined in Recital A. Facility Lease” means that certain Facility Lease (Chula Vista Bayfront Convention Center) dated as of the date hereof by and between the Authority, as lessor, and the City, as lessee, a memorandum of which was recorded on ____________, 2022, in the Official Records of the San Diego County Recorder’s Office as document #____________________ (as the same may be amended or modified), and pursuant to which the Authority will sublease the Site and lease the Convention Center to the City. Management Agreement” means that certain management agreement, dated December 17, 2018, between Developer, as “Owner” and Manager under which Manager will operate the Hotel, as may be amended. Marriott Guarantor” shall mean Marriott International, Inc., and its successors and/or assigns under the Marriott Guaranty Documents. Marriott Guaranty” shall mean the guaranty evidenced by that certain Guaranty Agreement entered into on the date of this Amendment by Marriott Guarantor in favor of Wells Fargo Bank, National Association. Marriott Guaranty Documents” shall mean the Marriott Guaranty and the documents identified in the Marriott Guaranty Reimbursement Agreement from time to time as the Reimbursement Loan Documents,” as assigned, amended, restated or supplemented from time to time. Marriott Guaranty Reimbursement Agreement” shall mean that certain Reimbursement Agreement entered into on the date of this Agreement between Marriott Guarantor, and its successors and/or assigns, and GPR Member, LLC, a Delaware limited liability company, as assigned, amended, restated or supplemented from time to time. Marriott Mezzanine Loan Documents” shall refer to those certain mezzanine loan documents entered into on or about the date hereof, with GPR Mezz, LLC, a Delaware limited Page 679 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-3 4825-3218-1203/024036-0079 liability company, as mezzanine borrower, and MARRIOTT INTERNATIONAL CAPITAL CORPORATION, a Delaware corporation, as the mezzanine lender. Project Implementation Agreement” means that certain Project Implementation Agreement by and among the City, The Bayfront Project Special Tax Financing District, the Port, the Authority, and Developer, dated as of the date hereof, a memorandum of which was recorded on 2022, in the Official Records of the San Diego County Recorder’s Office as document #____________________ (as the same may be amended or modified). Site” is defined in Recital A. Site Lease” means that certain Site Lease (Chula Vista Bayfront Convention Center) dated as of the date hereof by and between the Port, as lessor, and the Authority, as lessee, a memorandum of which was recorded on ____________, 2022, in the Official Records of the San Diego County Recorder’s Office as document #____________________ (as the same may be amended or modified), pursuant to which the Port will lease the Site to the Authority. Sublease” means (i) that certain Sublease Agreement (Chula Vista Bayfront Convention Center) dated May__, 2022 by and between the City, as lessor, and Developer, as lessee, which was recorded on ____________, 2022, in the Official Records of the San Diego County Recorder’s Office as document #____________________ (as the same may be amended or modified, the Sublease”), pursuant to which the City will sub-sublease the Site and sublease the Convention Center to Developer, and (ii) any New Sublease (as defined in the Sublease) entered into within the timeframes prescribed in the Sublease. 2. Notices of Default. If Developer defaults under the Sublease, and the City notifies Developer of the default, then the City, will also give Manager a copy of such notice concurrently with the delivery of such notice to Developer. In addition, if Developer defaults under the Management Agreement and Manager notifies Developer of the default, then Manager will also give the Authority, the City, and the Port a copy of such notice concurrently with Manager’s delivery of such notice to Developer. 3. Effect of Termination of the Site Lease, Facility Lease, and/or the Sublease. A. The Designated Owner’s Rights under Management Agreement. If the Management Agreement is in effect, then, for purposes of the Convention Center only, upon any termination of (i) the Site Lease, Manager will recognize the Port as “Owner” under the Management Agreement, (ii) the Facility Lease (but the Site Lease remains in effect), Manager will recognize the Authority as Owner” under the Management Agreement, (iii) the Sublease (but the Site Lease and Facility Lease remain in effect), Manager will recognize the City as “Owner” under the Management Agreement, and, in each case, Manager will remain bound by all of the terms of the Management Agreement; except that Manager will have no such obligation to recognize the Port, Authority or City (whichever is required to be recognized as “Owner”, hereinafter referred to as the “Designated Owner”; provided that should Manager no longer be required to recognize Developer or a Designated Owner as an Owner” under the Management Agreement due to the termination of the Sublease, Facility Lease, or Site Lease, then Developer or such Designated Owner may be referred to herein as a “Predecessor Owner”) if such Designated Owner does not qualify as a permitted transferee under Section 10.02.A of the Management Agreement, or, if, within 20 days after the termination date of the Site Lease, Facility Lease or Sublease (as the case may be), the Designated Owner fails to cure all outstanding Page 680 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-4 4825-3218-1203/024036-0079 Defaults on behalf of “Owner” under the Management Agreement that: (i) are of a continuing nature; ii) exist as of the termination date of the Site Lease, Facility Lease or Sublease (as the case may be); iii) are not personal to a Predecessor Owner; and (iv) are reasonably susceptible to cure by the Designated Owner; provided, however, the foregoing shall not apply when: (1) pursuant to Section 23.1 of the Project Implementation Agreement, the Port is required, notwithstanding any such termination, to recognize (or to continue to recognize) the Sublease as a direct lease between (a) Developer and (b) the Port, the Authority or the City or (2) the Premises (as defined under the Ground Lease) includes the Site and the Improvements (as each such term is defined under the Sublease). By way of example and without limitation, the following financial obligations accruing before the date of termination of the Site Lease, Facility Lease or Sublease (as applicable) are personal” to a Predecessor Owner and will not be obligations of the Designated Owner: unpaid management fees, funds advanced by Manager in order to fund a pre-termination deficiency under the Management Agreement, any transfer fee due in connection with a Permitted Transfer by a Predecessor Owner, damages (including attorney’s fees) awarded to Manager by a court or arbitral body for claims against a Predecessor Owner, costs of any pre-termination environmental remediation, and any obligations under the Marriott Mezzanine Loan Documents, the Marriott Guaranty Documents, and/or with respect to a Mortgage. The obligations of Manager to recognize a Designated Owner may occur more than once; e.g., if the Sublease is terminated (but the Site Lease and Facility Lease are not), then Manager will be compelled to recognize the City as “Owner” subject to the terms and conditions above). If subsequent to that, the Site Lease is terminated, then Manager will be compelled to recognize the Port as “Owner” (subject to the terms and conditions above). Notwithstanding the foregoing, the Manager will no longer be obligated to recognize a Designated Owner in circumstances where the Sublease, Site Lease or Facility Lease is terminated but a “New Lease” is given in replacement of such lease to a financing lender and within 75 days of termination of the Sublease, Site Lease or Facility Lease, as the case may be. In that circumstance, Manager may recognize the financing lender or its nominee, and this Agreement will remain in full force and effect treating the “New Lease” as the Sublease, Site Lease or Facility Lease, as the case may be. B. Limitations on Designated Owner Obligations. Notwithstanding anything to the contrary stated in this Agreement, the Designated Owner will not be: 1. liable for any act, omission, default, misrepresentation or breach of warranty of a Predecessor Owner or any obligations accruing prior to the termination of the Site Lease, Facility Lease, or Sublease, as applicable (except for defaults under the Management Agreement cured by the Designated Owner under Section 3.A); 2. subject to any offset, defense, claim or counterclaim which Manager might be entitled to assert against a Predecessor Owner; 3. unless paid over to the Designated Owner, bound by any payment made by Manager to a Predecessor Owner; 4. unless disclosed to the Designated Owner in a notice delivered to the Designated Owner by a Predecessor Owner or Manager, bound by any waiver or forbearance by a Predecessor Owner or any amendment or modification of the Management Agreement, or waiver of the terms thereof, hereafter made, or consent or acquiescence by a Predecessor Owner; further provided that the Designated Owner will not be bound by any waiver, forbearance, amendment or other modification to the Management Agreement that has the effect of materially increasing a Page 681 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-5 4825-3218-1203/024036-0079 Predecessor Owner’s obligations or materially reducing a Predecessor Owner’s rights, or materially increasing Manager’s rights or materially reducing Manager’s obligations, unless the Designated Owner expressly consents to the same in writing (such consent not to be unreasonably withheld, conditioned or delayed); 5. bound by any warranties or indemnities given or required to be given by a Predecessor Owner under the terms of the Management Agreement; 6. liable for constructing or causing the construction of any improvements on the Site or for funding any obligation of a Predecessor Owner to Manager for payment or reimbursement of any expense incurred by Manager in connection the construction of such improvements; 7. liable for any deposit, reserve fund, capital, advance or other monies that Manager may have given to a Predecessor Owner, or paid on behalf of a Predecessor Owner, unless such deposit, reserve fund, capital, advance or other monies are paid over to the Designated Owner; 8. liable under the Management Agreement if Manager is not obligated to recognize such Designated Owner because of a “New Lease” granted to a financing lender or its nominee; or 9. liable for any obligations under the Marriott Mezzanine Loan Documents and/or the Marriott Guaranty Documents. Without affecting the provisions of Section 3.A, nothing contained in this Section 3.B will prevent the Designated Owner from being required to cure any prior state of events which continues after the termination date of the Site Lease, Facility Lease or Sublease, as the case may be, to the extent that such state of events would have imposed liability on the Designated Owner, as “Owner” under the Management Agreement, had it occurred on or after the termination date of the Site Lease, Facility Lease or Sublease (as applicable). By way of example, Working Capital, Inventories, Fixed Asset Supplies and the FF&E Reserve must be maintained at the levels required under the Management Agreement even if any shortfall in such amounts began prior to the termination date of the Site Lease, Facility Lease or Sublease (as applicable). Additionally, the Designated Owner would be obligated to repair physical damage to the Convention Center in accordance with the provisions of the Management Agreement notwithstanding that such damage may have occurred prior to the termination date of the Site Lease, Facility Lease or Sublease (as applicable). C. Manager’s Rights under Management Agreement. If the Management Agreement is in effect and Manager is not in default thereunder beyond any applicable notice and cure periods, then (i) a default under the Facility Lease, Site Lease or Sublease will not result in a termination of the Management Agreement; (ii) the termination of the Facility Lease, Site Lease or Sublease will not result in the termination of the Management Agreement, and except as may be required by law, the Designated Owner will not name Manager in any action or proceeding to terminate the Facility Lease, Site Lease or Sublease; and (iii) upon any early termination of the Facility Lease, Site Lease or Sublease, the Designated Owner will recognize the Management Agreement and Manager’s rights thereunder and will assume all obligations of “Owner” under the Management Agreement that continue or arise after the termination date of the Sublease subject to the terms and conditions of Section 3.B. Page 682 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-6 4825-3218-1203/024036-0079 D. Additional Assurances. The provisions of this Section 3 will be self-operative and effective without the necessity of execution of any new management agreement or other document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Each Designated Owner and Manager agrees, however, to execute and deliver upon the request of the other, any instrument or certificate which in the reasonable judgment of the requesting party, as applicable, may be necessary or appropriate to evidence such attornment, including a new management agreement on the same terms and conditions as the Management Agreement for the unexpired term of the Management Agreement. 4. Performance by Manager and Payment Defaults. A. Performance by Manager. The City will accept performance by Manager of Developer’s obligations under the Sublease as if the same were performed by Developer in accordance with the terms of the Sublease. B. Payment Defaults. If there is a payment default by Developer under the Sublease after all notices have been given and cure periods have expired as provided for in the Sublease, with respect to which the City gives notice to Manager under Section 2, and if Manager elects to cure the payment default under the terms of the Sublease, then unless Developer is contesting the payment default alleged by the City, Developer authorizes Manager to make such payment directly to the City from funds otherwise to be distributed to Developer under the Management Agreement. 5. Termination. If a casualty or condemnation occurs that affords Developer the right, in its discretion, to terminate the Sublease pursuant to Sections 5.1(d) or 5.2(b) of the Sublease, then Developer agrees, in addition to the conditions to such termination specified in Sections 5.1(d) and 5.2(b) of the Sublease, the following condition must also be satisfied in order for any termination to be effective: (a) the Management Agreement shall have terminated or (b) Manager shall have consented to the termination of the Management Agreement and the Sublease, or an amendment of the Management Agreement to remove the Facility from the scope of the Management Agreement, together with the termination of the Sublease, which amendment would become effective concurrently with the termination of the Sublease. 6. Performance by Designated Owner and Payment Defaults. A. Performance by Designated Owner. Manager will accept performance by the Designated Owner of its Predecessor Owner’s obligations under the Management Agreement as if the same were performed by the applicable Predecessor Owner in accordance with the terms of the Management Agreement. B. Payment Defaults. If there is a payment default by Developer or a Designated Owner under the Management Agreement after all notices have been given and cure periods have expired as provided for in the Management Agreement, with respect to which Manager gives notice to the City in the event the Sublease is still in effect, the Authority in the event the Facility Lease, but not the Sublease, is still in effect, or the Port in the event the Site Lease, but not the Facility Lease or the Sublease, is still in effect, under Section 2, and if the City, the Authority, or the Port District, as applicable, elects to cure the payment default under the terms of the Management Agreement, then unless Developer or the applicable Designated Owner is contesting the payment default alleged by Manager, Developer and each Designated Owner authorizes the City, the Authority, or Port District, as applicable, to make such payment directly to Manager and such payments will immediately Page 683 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-7 4825-3218-1203/024036-0079 become due and payable by Developer or the relevant Designated Owner as a rental obligation under the Sublease, Facility Lease, or Site Lease, as applicable. 7. Bankruptcy. In the event of Developer’s bankruptcy, and notwithstanding a rejection by or on behalf of Developer of the Sublease or the Management Agreement, each of the Port, the Authority, and the City agrees that the terms of this Agreement will remain in full force and effect between the Port, the Authority, the City, and Manager. This provision constitutes an independent agreement between the Port, the Authority, the City and Manager and is intended by the parties to survive any rejection of the Sublease or the Management Agreement in bankruptcy. 8. Initial Construction. Manager acknowledges that Port, the Authority, and the City have no obligation with respect to initial construction of the Convention Center (other than the obligation to request Facility Lease Advance Rent or Sublease Advance Rent, the obligation to keep and record a Sublease Advance Rent Register, and the obligation to pay over to any Subleases Advance Rent paid to the City to the Authority) and, for so long as each of the Site Lease, Facility Lease, and Sublease remain in effect, the maintenance and repair of the Convention Center. Manager hereby agrees to fully and forever release the Port, the Authority, and the City from any liability arising from the initial construction, maintenance and repair of the Convention Center and expressly waives the provisions of Section 1542 of the California Civil Code which provides: 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.” Initials of Manager Signatory 9. Limitation on the Designated Owner’s Liability. Without impacting the effect of the liability limitations set forth in the Management Agreement, the Designated Owner shall have no obligation, nor shall it incur any liability, beyond the Designated Owner’s interest in the Facility whether fee interest, leasehold interest, or otherwise), and Manager shall look exclusively to such interest of the Designated Owner as a limit for the payment and discharge of any obligations imposed upon the Designated Owner hereunder or under the Management Agreement or for recovery of any judgment from the Designated Owner, and in no event shall the Designated Owner or any of their respective officers, directors, shareholders, agents, administrators, representatives, servants, employees or partners ever be personally liable for such judgment. For sake of clarity, if the Sublease, Facility Lease or Site Lease is terminated, the Management Agreement remains in effect, and the applicable Designated Owner is recognized as “Owner” pursuant to this Agreement, then such Designated Owner’s assets (other than its interest in the Facility) will not be subject to, or, unless the Designated Owner so chooses (in its sole discretion), a source of payment of, any liability or obligation that may be owed by the Designated Owner to Manager pursuant to the Management Agreement (as modified by this Agreement). It is the intent of this provision to create the same result as would apply if Designated Owner were a single purpose limited liability company whose sole assets were the Facility and the proceeds thereof. Under no circumstances would the general fund of the Port, the Authority, or the City be subject to a claim or liability under the Management Agreement (as modified by this Agreement) except to the extent (and solely to the extent) that any proceeds from the sale or assignment of the Port, Authority, or City’s interest in the Site Lease, Facility Lease, or the Sublease, respectively, in the Facility are received by the Port, the Authority, or Page 684 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-8 4825-3218-1203/024036-0079 the City, as applicable, after the relevant party is recognized as the “Designated Owner” and added to the such party’s general fund. 10. Notices. Notices and other communications under this Agreement must be (i) in writing; (ii) delivered by hand against receipt, by certified or registered mail, postage prepaid, return receipt requested or by a nationally recognized overnight delivery service; and (iii) sent to the address below or another address designated by the party. Any notice will be deemed received when delivery is received or refused at the address below or the other address designated by the party. To the Port: San Diego Unified Port District Post Office Box 120488 San Diego, CA 92112-0488 Attn: Executive Director Phone: (619) 686-6200 with copy to: San Diego Unified Port District Post Office Box 120488 San Diego, CA 92112-0488 Attn: Port Attorney Phone: (619) 686-6200 To the Authority: To the City: City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Attn: City Manager With a copy to: City of Chula Vista 276 Fourth Avenue Chula Vista, California 91910 Attn: City Attorney To the Port District: San Diego Unified Port District 3165 Pacific Highway San Diego, California 92101-1128 Attn: Executive Director Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) Page 685 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-9 4825-3218-1203/024036-0079 With a copy to: San Diego Unified Port District 3165 Pacific Highway San Diego, California 92101-1128 Attn: Port Attorney Mailing Address: P.O. Box 120488 San Diego, California 92112-0488) To the City: City of Chula Vista 276 Fourth Avenue Attn: City Manager with copy to: City of Chula Vista 276 Fourth Avenue Attn: City Attorney To Manager: Marriott International Capital Corporation c/o Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attention: Treasurer, Dept. No. 52/924.11 With a copy to: c/o Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attention: Associate General Counsel – Corporate Transactions, Dept. No. 52/923.23 Effective as of September 1, 2022: c/o Marriott International, Inc. 7750 Wisconsin Ave Bethesda, MD 20814 Attention: Treasurer, Dept. No. 52/924.11 With a copy to: c/o Marriott International, Inc. 7750 Wisconsin Ave Bethesda, MD 20814 Attention: Associate General Counsel – Corporate Transactions, Dept. No. 52/923.23 11. Miscellaneous. A. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which constitute one and the same instrument. The submission of an unsigned copy of this Agreement to either party is not an offer or acceptance. Page 686 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-10 4825-3218-1203/024036-0079 B. Recordation of Agreement. The terms of this Agreement run with the Site and will benefit and bind the respective successors, heirs, legal representatives and assigns of the parties that are recognized and qualify as a Designated Owner. Any party to this Agreement may at any time require or cause this Agreement to be recorded in the jurisdiction where the Convention Center is located, provided that upon request following termination of the Management Agreement, each party agrees to execute and consents to the recording of an instrument sufficient to remove this Agreement from title to the Site. C. Interpretation of Agreement. The Port, the Authority, the City, and Manager intend that this Agreement excludes all implied terms to the maximum extent permitted by law. Headings of, Sections and subsections are only for convenience and are in no way to be used to interpret the Sections or subsections to which they refer. Any Recitals, Sections, Exhibits and Schedules to this Agreement are incorporated by reference and are part of this Agreement. Words indicating the singular include the plural and vice versa as the context may require. References to days, months and years are to calendar days, calendar months and calendar years, unless otherwise specifically provided. References that a person “will” do something mean that the person has an obligation to do that thing. References that a person “may” do something mean that the person has the right, but not the obligation, to do that thing. References that a person “will not” or “may not” do something mean that the person is prohibited from doing that thing. Examples used in this Agreement and references to “includes” and “including” are illustrative and not exhaustive. D. Amendment of Site Lease, Facility Lease, Sublease, or Management Agreement. If any of the Site Lease, Facility Lease, or Sublease (as the case may be), or Management Agreement is amended, modified or supplemented, the Site Lease, Facility Lease, or Sublease (as the case may be), or Management Agreement, as so amended, modified or supplemented will continue to be subject to the provisions of this Agreement without the necessity of any further act by (i) with respect to the Site Lease, the Port, (ii) with respect to the Facility Lease, the Authority, (iii) with respect to the Sublease, the City, and Manager. Nothing in this Section 11.D will in any way expand any of the Port’s, the Authority’s, or the City’s obligations hereunder with specific reference to Section 3.A(iv) hereof. E. Entire Agreement; Amendment of this Agreement; Severability. This Agreement may only be changed by a document manually executed with a non-electronic signature of the authorized representative of the Port, the Authority, the City, and Manager and, so long as the Sublease remains in effect, consented to by Developer. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then (i) the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those to which it is held invalid or enforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law; and (ii) the Port, the Authority, the City, and Manager will negotiate in good faith to modify this Agreement to implement their original intent as closely as possible in a mutually acceptable manner. F. Applicable Law. This Agreement will be construed under and governed by the laws of the State of California. G. Waiver. The failure or delay of either party to insist on strict performance of any of the terms of this Agreement, or to exercise any right or remedy, will not be a waiver for the future. Page 687 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-11 4825-3218-1203/024036-0079 Any waiver must be manually executed with a non-electronic signature by the party giving the waiver. H. Non-Exclusive Remedies & Rights. Each remedy and right in this Agreement is in addition to and not in substitution for any other remedy or right in this Agreement or under applicable law or in equity. I. Attorney’s Fees. In the event of any legal action or proceeding between the parties hereto being initiated as a result of this Agreement, then the prevailing party in such action or proceeding will be entitled to recover its reasonable attorneys’ fees and expenses arising from any such action or proceeding from the non-prevailing party. J. Permitted Transferee. Manager agrees that as of the date of this Agreement, each of the Port, the Authority, and the City qualifies as a permitted transferee under Section 10.02.A of the Management Agreement. Each of the Port, the Authority, and the City will continue to qualify as a permitted transferee so long as no change occurs in the Port’s, the Authority’s, or the City’s ownership or status, respectively, that would cause any of the Port, the Authority, or the City, respectively, to be, be controlled by, or be an Affiliate of (i) a Competitor; (ii) a Specially Designated National or Blocked Person; or (iii) a convicted felon or Person otherwise known in the community as being of bad moral character. K. Priority. The parties acknowledge that the memorandum of the Site Lease, the memorandum of the Facility Lease, and the Sublease were recorded prior to the Memorandum of Management Agreement and each of the Port, the Authority, and the City reserves all rights afforded to it under the laws of the State of California due to such priority under its respective agreement to which it is a party. Nothing in this Agreement will alter the relative priority of the Site Lease, Facility Lease, or Sublease (as the case may be), and the Management Agreement. Furthermore, Manager agrees that Manager’s rights under the Management Agreement will be subordinate to the terms of any amendment or other modification to the Site Lease, Facility Lease, or Sublease (as the case may be) approved in writing by Manager (such approval not to be unreasonably withheld, conditioned or delayed). SIGNATURES FOLLOW ON NEXT PAGE] Page 688 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-12 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, the Port, the Authority, the City, and Manager have caused this Agreement to be executed under seal as of the day and year first written above. THE PORT: SAN DIEGO UNIFIED PORT DISTRICT, a public corporation By: Joseph Stuyvesant, Executive Director By: Thomas A. Russell, General Counsel STATE OF CALIFORNIA ) ss: COUNTY OF SAN DIEGO ) I hereby certify that on this ____ day of ___________, 202__, before me, the undersigned officer, personally appeared __________________________________________, who acknowledged herself/himself to be the ___________________ of the San Diego Unified Port District, and that she/he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of ____________________, as of the San Diego Unified Port District. IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal. Notary Public My Commission expires: ________________________ Page 689 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-13 4825-3218-1203/024036-0079 CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY: CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY, a joint exercise of powers authority By: Joseph Stuyvesant, Executive Director By: Co-Counsel, Thomas A. Russell, General Counsel of the San Diego Unified Port District By: Co-Counsel, Glen R. Googins, City Attorney of the City of Chula Vista STATE OF CALIFORNIA ) ss: COUNTY OF SAN DIEGO ) I hereby certify that on this ____ day of ___________, 202__, before me, the undersigned officer, personally appeared __________________________________________, who acknowledged herself/himself to be the ___________________ of the Chula Vista Bayfront Facilities, and that she/he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of ____________________, as of the Chula Vista Bayfront Financing Authority. IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal. Notary Public My Commission expires: ________________________ Page 690 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-14 4825-3218-1203/024036-0079 CITY OF CHULA VISTA CITY OF CHULA VISTA, a California charter city and municipal corporation By: Maria V. Kachadoorian, City Manager APPROVED AS TO FORM: By: Glen R. Googins, City Attorney NOTARY ACKNOWLEDGMENTS FOLLOW ON NEXT PAGE] Page 691 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-15 4825-3218-1203/024036-0079 STATE OF CALIFORNIA ) ss: COUNTY OF SAN DIEGO ) I hereby certify that on this ____ day of ___________, 202__, before me, the undersigned officer, personally appeared __________________________________________, who acknowledged herself/himself to be the ___________________ of the City of Chula Vista, and that she/he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of ____________________, as ____________________ of the City of Chula Vista. IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal. Notary Public My Commission expires: ________________________ STATE OF CALIFORNIA ) ss: COUNTY OF SAN DIEGO ) I hereby certify that on this ____ day of ___________, 202__, before me, the undersigned officer, personally appeared __________________________________________, who acknowledged herself/himself to be the ___________________ of the City of Chula Vista, and that she/he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of ____________________, as ____________________ of the City of Chula Vista. IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal. Notary Public My Commission expires: ________________________ Page 692 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-16 4825-3218-1203/024036-0079 MANAGER: MARRIOTT INTERNATIONAL, INC., a Delaware corporation By: Name: Richard Jacobs Title: Authorized Signatory STATE OF MARYLAND ) ss: COUNTY OF MONTGOMERY ) I hereby certify that on this ___ day of _____________, 202___, before me, the undersigned officer, personally appeared ____________, who acknowledged herself/himself to be the of Marriott International, Inc., and that he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by him or herself as ________________ of Marriott International, Inc. IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal. Notary Public My Commission expires: ________________________ Page 693 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-17 4825-3218-1203/024036-0079 EXHIBIT A SITE See Attached] Page 694 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-18 4825-3218-1203/024036-0079 DEVELOPER’S AGREEMENT In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in connection with the execution and delivery of that certain Convention Center Agreement dated as of ___________ __, 2022 (the “Convention Center Agreement”) by and between the San Diego Unified Port District, as the “Port”, the City of Chula Vista, as the “City”, and the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers authority whose members are the City and the Port, and Marriott International, Inc., as Manager”, from which the undersigned (“Developer”) is receiving material benefit, Developer i) agrees that the performance by the City under the Convention Center Agreement in accordance with the terms thereof will not be deemed a breach of any of its obligations to Developer under the Sublease; (ii) agrees that the performance by Manager under the Convention Center Agreement in accordance with the terms thereof will not be deemed a breach of any of its obligations to Developer under the Management Agreement; (iii) agrees that any payments by Manager to the City referenced in Section 4.B of the Convention Center Agreement which are made in accordance with the terms thereof satisfies Manager’s obligations under the Management Agreement to distribute such funds to Developer; (iv) releases Manager from any and all obligations relating to such payments referenced in Section 4.B of the Convention Center Agreement which are made in accordance with the terms thereof; and (v) releases the City from any and all obligations relating to such payments referenced in Section 6.B of the Convention Center Agreement which are made in accordance with the terms thereof, and such payments will be added to Developer’s payment obligations under the Sublease that are then due and owing. Subject to the terms of the previous sentence, this agreement by Developer is irrevocable until the Sublease or Management Agreement terminate. Developer, as Owner” under the Management Agreement and sub-sublessee of the Site, and sublessee of the Convention Center, under the Sublease, and the City and Manager by accepting this Developer’s Agreement, acknowledge and agree for themselves and their respective heirs, representatives, successors and assigns, that: (a) the Convention Center Agreement does not constitute a waiver by the City or Developer of any of their respective rights under the Sublease, nor does the Convention Center Agreement in any way release the City or Developer from their respective obligations to comply with the terms, provisions, conditions, covenants, agreements and clauses of the Sublease; and (b) the provisions of the Sublease remain in full force and effect and must be complied with by Developer and the City. Date: __________________, 2022 DEVELOPER: RIDA CHULA VISTA, LLC, a Delaware limited liability company By: Name: Ira Mitzner Title: President NOTARY ACKNOWLEDGMENT FOLLOWS ON NEXT PAGE] Page 695 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Y-19 4825-3218-1203/024036-0079 STATE OF _______________________ ) ss: CITY/COUNTY OF _______________ ) I hereby certify that on this __________ day of 202__, before me, the undersigned officer, personally appeared _________________________________________, who acknowledged herself/himself to be the ___________________ of RIDA Chula Vista, LLC, and that she/he, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of ____________________, as ____________________ of RIDA Chula Vista, LLC. IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal. Notary Public My Commission expires: ________________________ Page 696 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Z-1 4825-3218-1203/024036-0079 Exhibit Z Construction Standards RIDA Chula Vista, LLC and its contractors, subcontractors, employees and agents are required to comply with the following City of Chula Vista design and construction standards: For work related to the Developer’s Phase 1A Infrastructure Improvements, the Design and Construction Standards adopted by the City of Chula Vista for public works projects at the time the City approved the drawings and specifications for the project. For work related to the Convention Center, the Resort Hotel and the Parking Improvements, the Chula Vista Building Code. RIDA is NOT required to comply with any other City of Chula Vista design and construction standards or exceed such City of Chula Vista design and construction standards. Other public agency standards and regulations may apply. If any requirement set forth in the applicable City of Chula Vista design and construction standards may be satisfied in more than one manner, RIDA may elect to satisfy such requirement in any such manner. Please contact [_________________] with any questions. Approved By: Maria Kachadoorian, City Manager City of Chula Vista Page 697 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda AA-1 4825-3218-1203/024036-0079 Exhibit AA In-Balance Certificate 20[__] Chula Vista Bayfront Facilities Financing Authority PO Box 5296 Chula Vista, CA 91912 Attention: Executive Director RIDA Chula Vista, LLC 1777 Walker Street, Suite 501 Houston, Texas 77010 Attention: Ira Mitzner; Luke Charlton Re: Convention Center Payment Request No. [___] under Project Implementation Agreement the “Agreement”), dated as of May 26, 2022, by and among the City of Chula Vista, a chartered municipal corporation (“City”), the Bayfront Project Special Tax Financing District, a financing district established and existing pursuant to Chula Vista Municipal Code Chapter 3.61 Bayfront Project Special Tax Financing District Procedural Ordinance (the Financing District”), the San Diego Unified Port District, a public corporation (the “Port District”), the Chula Vista Bayfront Facilities Financing Authority (the “Authority”), a joint exercise of powers entity created by the City and the Port District pursuant to Joint Exercise of Powers Act (defined in the Agreement), and RIDA Chula Vista, LLC, a Delaware limited liability company (“Developer”). Payment Request of $[_________] Requested Payment Date: [_________], 20[__] Ladies and Gentlemen: Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement. JPMorgan Chase Bank, N.A., (the “Administrative Agent”) acting as Administrative Agent under that certain Bond Purchase and Continuing Covenant Agreement dated as of May 26, 2022, by and among the Authority, the Port District, the City and the Administrative Agent (the “Bond Purchase Agreement”) hereby certifies to the Authority and Developer that the Project is In- Balance within the meaning of Section 8.08 of the Bond Purchase Agreement. The Authority is entitled to rely on the foregoing certification in authorizing and making the disbursement requested in the Payment Request. SIGNATURE PAGE FOLLOWS] Page 698 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda AA-2 4825-3218-1203/024036-0079 IN WITNESS WHEREOF, the undersigned has executed this In-Balance Certificate as of this [___] day of [_________], 20[__]. Administrative Agent: JPMorgan Chase Bank, N.A. By: _____________________________________ Name: Title: Page 699 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Every politician is responsible for what is published in their campaign material Once a politician exposed to lying it can NEVER BE TRUSTED Micheal Inzunza at a Veterans Event claimed to be amilitary Family member Michel Inzunza Lied •However, you are closer to the •Slum Lord •and •Stripper Gate Family Tamayo claimed to be endorsed By Senator Steve Padilla Senator Steve Padilla Did Not Endorse Tamyo What else did Tamyo Lied about? Does Tamayo Lies like Michael Inzunza? Written Communications - PC Acosta - Received 5/29/2026 Page 700 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Written Communications - PC Acosta - Received 5/29/2026 Page 701 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Written Communications - PC Acosta - Received 5/29/2026 Page 702 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda ISLAMIC CENTER SHOOTING Muslim leaders call for action after Islamic Center of San Diego shooting by: Isabella Paoletto Posted: May 25, 2026 / 09:25 PM PDT Updated: May 25, 2026 / 09:25 PM PDT Written Communications - PC Acosta - Received 6/1/2026 Page 703 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda To Michael Inzunza’s team members, cronies, and puppets: •You have seen my post about MichaelInzunza, •Why are you still ignoring the issue?. •Are you afraid of him? •Based on published reports and •my own experience, Michael Inzunza’sbehavior is unprofessionalunbecoming of a Chula Vistarepresentative. •If concerns me that •Michael Inzunza’s mentalunpredictability continues to be ignored while been paid with my taxpayer money, that is unacceptable. •It concerns me that Michael Inzunza’smental behavior continues to be ignoredby his team, crones and or puppets •I question Micheal Inzunzabehavior while not in public •If you ignored Inzunza posing for apicture while someone displaying •an antisemitic gesture, •You are part of the problem, not thesolution. •This must stop now. •Are you waiting for a tragedy, •knowing that one of the Islamic Center •Shooter lived in East Chula Vista? Written Communications - PC Acosta - Received 6/1/2026 Page 704 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda •After Micheal Inzunza •racist incident against A little Black Kid at Mater Dei Catholic High School in Chula Vista •Resulted for Inzunza to be suspended, placed on leave and NEVER REHIRE •Should not be Welcome or allowed to attend or participate in any Community Event •Below is a Link to the Legal Document • •https://1drv.ms/b/c/8dcf48c141ff159a/IQBNmNjLN_IuRqHlwUfZ6hc AARWPSObp-zRnYYW2vDuIIo0 Written Communications - PC Acosta - Received 6/1/2026 Page 705 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda NATIONAL SECURITY The 'OK' Hand Gesture Is Now Listed As A Symbol Of Hate and White Supremacy SEPTEMBER 26, 20194:27 PM ET Michel Inzunza, You suspended an African American Kid and called him a PUNK because of his hair. Then you pose for picture with Students displaying a White Supremacy sign is that what you permit and teach the young minds? Let me remind you, “you are Mexican American” Written Communications - PC Acosta - Received 6/1/2026 Page 706 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Written Communications - PC Acosta - Received 6/1/2026 Page 707 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Written Communications - PC Acosta - Received 6/1/2026 Page 708 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Joseph A Raso C HUL A VISTA , CA 91910 Telephone Honorable Mayor and City Council Members, June 2, 2026 I am appearing before you this evening to bring attention to a significant and growing liability facing the City of Chula Vista regarding the safety of our Downtown pedestrian crosswalks. As the City continues to invest in and promote the revitalization of Downtown Third Avenue, increased pedestrian activity has created a corresponding need for enhanced safety measures. City officials and staff are aware that the combination of increased foot traffic and excessive vehicle speeds has resulted in a concerning pattern of vehicle-related incidents within the Downtown district. Since 2022, there have been 16 reported collisions involving vehicles striking either pedestrians or fixed objects in the Downtown area. Most alarming is the recent incident in which a young boy was struck while using a Downtown crosswalk and suffered serious injuries requiring hospitalization. This incident serves as a stark reminder that the risks associated with these uncontrolled crossings are not theoretical—they are real, foreseeable, and potentially life- altering. City Staff possesses clear knowledge of an ongoing public safety concern. With each additional incident, the City's exposure to legal liability and financial damages increases. Courts have consistently recognized that when a public agency becomes aware of a Page of1 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 709 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda dangerous condition and fails to take reasonable corrective action, that agency may face substantial liability when injuries occur. Fortunately, a practical and cost-effective solution already exists. In other areas of Chula Vista, the installation of stop signs has successfully reduced vehicle speeds and improved safety. Attached are photographs of locations where stop signs have proven effective, as well as seven heavily utilized uncontrolled crosswalks along Third Avenue where similar traffic-control measures could significantly reduce the risk of future vehicle-versus-pedestrian collisions. The question before the City is not whether another serious accident will occur, but whether reasonable preventative action will be taken before it does. Every day that these hazardous conditions remain unaddressed increases the risk of additional injuries and further exposes the City to avoidable legal and financial consequences. For these reasons, I respectfully urge the City Council to place this matter on a future agenda as soon as possible and direct staff to evaluate and implement appropriate traffic-calming measures, including the installation of stop signs at identified Downtown crosswalk locations. The safety of our residents, visitors, and businesses and the City's responsibility to protect them requires prompt action. Thank you for your consideration. Respectfully Submitted, Page of2 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 710 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda elow: Stop signs on “J” Street east of Interstate 5 Primary function: Slow traffic off freeway Below: Stop signs on Nacion Ave south of “L” St Primary function: Slow traffic around blind corner Page of3 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 711 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Below: Uncontrolled Third Ave Crosswalk South of “E” Below: Uncontrolled Third Ave Crosswalk South of Davidson Page of4 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 712 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Below: Uncontrolled Third Ave Crosswalk at Center Street Below: Uncontrolled Third Ave Crosswalk at Madonna Page of5 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 713 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Below: Uncontrolled Third Ave Crosswalk at Parkway Below: Uncontrolled Third Ave Crosswalk at Roosevelt Page of6 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 714 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Below: Uncontrolled Third Ave Crosswalk at Alvarado Page of7 7 Written Communicatioins - PCRaso - Received 06/01/2026 Page 715 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Regional Transportation Improvement Program: Adopt the TransNet Local Street Improvement Program of Projects for Fiscal Years 2026-27 through 2030-31 Report Number: 26-0157 Location: No specific geographic location Department: Engineering G.C. § 84308 Regulations Apply: No Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. Recommended Action Conduct the public hearing and adopt a resolution approving the proposed Transnet Local Street Improvement Program of Projects for fiscal years 2026-27 through 2030-31. SUMMARY SANDAG, acting as the Regional Transportation Commission, approves on a biennial basis a multi -year program of projects submitted by local jurisdictions identifying all transportation projects eligible to use transportation sales tax (TransNet) funds. All of the projects that the City of Chula Vista proposes to fund with TransNet funds must be included in the Regional Transportation Improvement Program (RTIP), as well as projects that are funded with Federal or State transportation funds. The list of projects that are part of this action reflect the City’s fiscal year 2026-27 Capital Improvement Program (CIP), which was adopted by the City Council on May 19, 2026. Staff recommends adopting the TransNet Local Street Improvement Program of Projects for fiscal years 2026-27 through 2030-31 for inclusion in the RTIP. Page 716 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 ENVIRONMENTAL REVIEW The proposed activity has been reviewed for compliance with the California Environmental Quality Act (CEQA) and it has been determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because the proposed activity consists of a governmental fiscal/administrative activity which does not result in a physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Each of the projects identified in the TransNet Local Street Improvement Program of Projects for fiscal years 2026-27 through 2030-31, has been or is in the process of being reviewed or will require review under CEQA at a future time in accordance with the State CEQA Guidelines and the City’s Municipal Code. This determination is predicated on State CEQA Guidelines Section 15004, which provides direction to lead agencies on the appropriate timing for environmental review. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The voters of San Diego County approved the TransNet Program as Proposition A in November 1987. This proposition enacted a half-cent increase in the countywide sales tax through 2008 to fund specified transportation programs and projects. One third of the revenues generated by the tax were allocated by SANDAG to the local agencies for local street and road purposes. In November 2004, 67 percent of County voters supported Proposition A, which extends TransNet from 2008 to 2048. The TransNet Extension Ordinance states that at least 70 percent of the funds allocated to local agencies for local road projects should be used to fund Congestion Relief (CR) projects. CR projects include the construction of new or expanded facilities, rehabilitation and reconstruction of roadways, traffic signalization, transportation infrastructure to support smart growth, capital improvements for transit facilities, and operating support for local shuttle and circulator transit routes. No more than 30 percent of TransNet funds allocated to local agencies for local road projects are expected to be used for local street and road maintenance. On January 5, 2026, SANDAG provided the member agencies with an updated TransNet Revenue Forecast - Local Street Improvement Program for fiscal years 2026-27 through 2030-31 (Attachment 1), which are conservative estimates for planning purposes. The fiscal year 2026-27 projected revenue is currently estimated to be $9,856,000 with an approximate $250,000 increase in revenue for each following year. A summary of the 5-Year TransNet Allocation and the City projects currently programmed for TransNet funding are shown on Attachment 2. There are no new TransNet funded projects categories proposed for addition in the 2027 RTIP Program of Projects. Appropriations of funds are not requested at this time – appropriation of the funds for these projects were part of the approval process for the Fiscal Year 2026-27 Capital Improvement Program (CIP), which was adopted by the City Council on May 19, 2026. Amounts shown for future fiscal years are estimated and will be revised in the future as revenues and specific projects are identified for those respective years. The following are the major projects that will be included for TransNet funding in fiscal year 2026-27. Page 717 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 Congestion Relief Projects CHV39: Traffic Signal System Optimization (RAMS, TRF0357, TRF0423, TRF0447) Provision of consultant services and/or equipment such as traffic signal timing coordination projects and adaptive traffic control systems, to optimize the performance of existing traffic signal systems for improved traffic circulation, reduced intersection delays, and reduced congestion throughout the City. CHV44: I-805, SR54 and Otay Mesa Transportation System Improvements (TRF0445) Preliminary analysis of the I-805/ SR54 interchange to include other on/off ramps on SR54 to I-5, the Bonita Road and Main Street on/off ramps to I-805 and the impact of traffic in Otay Mesa on La Media Road and other major streets in City, in order to reduce congestion. CHV48: Major Pavement Rehabilitation (STM0420) Annual pavement rehabilitation and reconstruction projects requiring thick overlays (1-inch or greater) and/or major street reconstruction. CHV60: Traffic Signal Updates (TRF0454) Modifications at these intersections will allow motorists to safely maneuver left turns into the intersection with a protected phase and improve signal visibility by installing signal standards with mast arms. This will enhance traffic safety, reduce broadside accidents, potentially decrease delays and improve air quality. CHV89: Olympic Parkway Safety Enhancements (TRF0452) Striping modifications and improvements to signage and traffic signals that were identified in the Olympic Parkway Road Safety Assessment at Town Center Drive and Eastlake Parkway. Includes the installation of radar speed feedback signs between Brandywine Avenue and La Media Road. Maintenance Projects CHV06: Pavement Management System/Minor Pavement Rehabilitation Program (CTY0219, STL0463) Pavement maintenance treatments (less than 1.0-inch thickness) and other pavement repairs as well as managing and maintaining the City's Pavement Management System (PMS). CHV22: Advance Planning Studies (CTY0202, CTY0232) Manages asset inventories, master plans, special studies to identify current and future infrastructure needs and manages available funding sources. CHV34: Neighborhood Traffic and Pedestrian Safety Program (TRF0446, TRF0453) Provide community outreach and education regarding traffic/safety hazards, preparation of plans and construction of traffic calming, pedestrian safety measures and ADA improvements. CHV35: Traffic Signing. Studies and Signal Upgrade (STM0369, TRF0448, TRF0449, TRF0450, TRF0451) Upgrading and maintenance of traffic signal and street light systems in the City. Work includes, but is not limited to interconnect cables and conduit, vehicle and bike detection systems, emergency vehicle preemption systems, traffic signal controllers, and new street light fixtures. Page 718 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 CHV99: Anita St and Industrial Blvd Bicycle and Pedestrian Improvements (STL0482) Project Approval & Environmental Document (PA&ED) and Plans, Specifications & Estimate (PS&E) funds for the design of curb, gutter, sidewalk, and curb ramps, signage, striping, landscaping, and replacing and/or improving existing pavement. 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 Council members 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 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 The proposed program reflects revenue projections and projects for fiscal years 2026-27 through 2030-31 and results in no current-year fiscal impact. ONGOING FISCAL IMPACT The fiscal impact and appropriation for these projects were considered as part of the fiscal year 2026-27 Capital Improvement Program (CIP), which was adopted by the City Council on May 19, 2026. Amounts shown for future fiscal years are estimated and will be revised in the future as revenues and specific projects are identified for those respective years. Completed projects will require routine maintenance, which will be incorporated into the Public Works routine maintenance program and funded annually through the department’s operating budget. ATTACHMENTS 1. TransNet Revenue Forecast dated January 5, 2026 2. 5-Year TransNet Allocation FY27-FY31 Staff Contact: Luis Schaar, Director of Engineering/City Engineer Eddie Flores, Assistant Director of Engineering/City Traffic Engineer Patrick Moneda, Principal Civil Engineer Page 719 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING THE TRANSNET LOCAL STREET IMPROVEMENT PROGRAM OF PROJECTS FOR FISCAL YEAR 2026-27 THROUGH 2030-31 FOR INCLUSION IN THE REGIONAL TRANSPORTATION IMPROVEMENT PROGRAM WHEREAS, on November 4, 2004, the voters of San Diego County approved the San Diego Transportation Improvement Program Ordinance and Expenditure Plan (TransNet Extension Ordinance), which has been amended from time to time in accordance with the applicable amendment requirements; and WHEREAS, the TransNet Extension Ordinance provides that SANDAG, acting as the Regional Transportation Commission, shall approve on a biennial basis a multi-year program of projects submitted by local jurisdictions identifying those transportation projects eligible to use transportation sales tax (TransNet) funds; and WHEREAS, the City of Chula Vista was provided with an estimate of annual TransNet local street improvement revenues for fiscal years 2027 through 2031; and WHEREAS, staff recommends adopting the TransNet Local Street Improvement Program of Projects for fiscal years 2026-27 through 2030-31 for inclusion in the Regional Transportation Improvement Program (RTIP), as shown on the attached table (Exhibit 1); and WHEREAS, the City of Chula Vista has held a noticed public hearing with an agenda item that clearly identified the proposed list of projects prior to approval of the projects by its authorized legislative body in accordance with Section 5(A) of the TransNet Extension Ordinance and Rule 7 of SANDAG Board Policy No. 31. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista as follows: 1. The City of Chula Vista adopts the TransNet Local Street Improvement Program of Projects for fiscal years 2026-27 through 2030-31, as provided in Exhibit 1, which is attached hereto and incorporated herein by this reference, for inclusion in the Regional Transportation Improvement Program (RTIP). 2. Pursuant to Section 2(C)(1) of the TransNet Extension Ordinance, the City of Chula Vista certifies that no more than 30 percent of its cumulative revenues shall be spent on local street and road maintenance-related projects, or that its expenditures are consistent with the most recent TransNet Extension Ordinance requirements adopted by SANDAG. 3. Pursuant to Section 4(E)(3) of the TransNet Extension Ordinance, the City of Chula Vista certifies that all new projects, or major reconstruction projects, funded by TransNet revenues shall accommodate travel by pedestrians and bicyclists, and that any exception to this requirement permitted under the Ordinance and proposed shall be clearly noticed as Page 720 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 part of the City of Chula Vista’s public hearing process. 4. Pursuant to Section 8 of the TransNet Extension Ordinance, the City of Chula Vista certifies that the required minimum annual level of local discretionary funds to be expended for street and road purposes will be met throughout the 5-year period consistent with the most recent Maintenance of Effort Requirements adopted by SANDAG. 5. Pursuant to Section 9A of the TransNet Extension Ordinance, the City of Chula Vista certifies that it will exact $3,109.88 plus all applicable annual increases, from the private sector for each newly constructed residential housing unit in that jurisdiction (unless exempted under the TransNet Extension Ordinance,) and shall contribute such exactions to the Regional Transportation Congestion Improvement Program (RTCIP). 6. Pursuant to Section 13 of the TransNet Extension Ordinance, the City of Chula Vista certifies that it has established a separate Transportation Improvement Account for TransNet revenues with interest earned expended only for those purposes for which the funds were allocated. 7. Pursuant to Section 18 of the TransNet Extension Ordinance, the City of Chula Vista certifies that each project of $250,000 or more will be clearly designated during construction with TransNet project funding identification signs. 8. The City of Chula Vista does hereby certify that all other applicable provisions of the TransNet Extension Ordinance and SANDAG Board Policy No. 31 have been met. 9. The City of Chula Vista agrees to indemnify, hold harmless, and defend SANDAG, the San Diego County Regional Transportation Commission, and all officers and employees thereof against all causes of action or claims related to City of Chula Vista’s TransNet funded projects. 10. The Mayor, or designee, is authorized to submit to SANDAG the Fiscal Year 2026-27 through 2030-31 TransNet Program of Projects, as shown in Exhibit 1, as requested or required by SANDAG. Presented by Approved as to form by Luis Schaar Marco A. Verdugo Director of Engineering & Capital Projects/ City Attorney City Engineer Page 721 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 1/5/2026 DRAFT Jurisdiction Population3 Miles3 FY 2026* Carlsbad 116,368 430.35 $5,023 $5,130 $5,270 $5,407 $5,546 $5,687 Chula Vista 281,401 557.28 $9,649 $9,856 $10,127 $10,391 $10,658 $10,931 Coronado 22,610 45.76 $826 $843 $865 $886 $908 $930 4 El Cajon 104,932 195.91 $3,570 $3,645 $3,745 $3,842 $3,940 $4,040 Encinitas 61,956 174.88 $2,425 $2,476 $2,543 $2,609 $2,675 $2,743 Escondido 150,425 321.81 $5,301 $5,414 $5,563 $5,707 $5,853 $6,003 4 La Mesa 60,908 151.76 $2,284 $2,332 $2,395 $2,457 $2,519 $2,582 Lemon Grove 28,163 61.63 $1,040 $1,061 $1,089 $1,117 $1,144 $1,172 National City 58,965 103.88 $1,997 $2,039 $2,094 $2,147 $2,201 $2,257 Oceanside 174,340 430.61 $6,425 $6,563 $6,743 $6,918 $7,096 $7,277 Poway 50,379 174.89 $2,146 $2,191 $2,250 $2,308 $2,366 $2,425 San Diego 1,408,937 2,780.29 $48,062 $49,095 $50,450 $51,773 $53,110 $54,473 4 4 4 Vista 101,599 176.15 $3,390 $3,462 $3,556 $3,648 $3,741 $3,836 Subtotal Street & Road***3,330,139 8,019.9 $118,034 $120,740 $124,136 $127,451 $130,923 $134,709 Local EMP5 Local Smart Growth *Estimate updated in January 2026 **Revenue estimates for planning purposes only. Payments will be based on actual sales tax monthly receipts from the State Board of Equalization. *** Totals may not add up due to rounding 4. Revenues are net of estimated commercial paper and/or bond debt service payments 5. EMP to be distributed on a project by project basis; Smart Growth to be allocated based on Call for Projects process. TransNet Revenue Forecast - Local Street Improvement Program1 Revised FY 2026 and Estimates for FY 2027 to FY 2031 (in $000s)** 1.Projection of revenues are based on estimate of growth rate on taxable sales as forecasted by SANDAG and excludes interest and prior year excess funds. 2. Distribution of revenue estimates are based on the 2004 Proposition A Extension: San Diego Transportation Improvement Program and Expenditure Plan and apportioned as follows: (a) $50,000 annual base per agency ; (b) balance distributed on a formula of 2/3 population and 1/3 maintained miles. 3. Population numbers are based on the Department of Finance January 2025 population; Maintained miles figures are based on Caltrans 2024 California Public Road DRA F T Attachment 1 Page 722 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda MPO ID Traffic Signal System Optimization (RAMS, TRF0357, TRF0423, TRF0447)CHV39 $1,015,500 $600,000 $600,000 $600,000 $600,000 I-805, SR54 and Otay Mesa Transportation System Improvements (TRF0445)CHV44 $100,000 ---- Pavement Major Rehabilitation Program (Overlays/ Reconstruct) (STM0420)CHV48 $4,878,910 $5,087,000 $7,201,000 $7,468,000 $7,741,000 New Sidewalk Improvements (TRF0414) CHV58 -$2,200,000 $300,000 $300,000 $300,000 Traffic Signal Upgrades (TRF0454)CHV60 $299,000 $200,000 $200,000 $200,000 $200,000 Olympic Parkway Safety Enhancements (TRF0452)CHV89 $255,590 ---- $6,549,000 66.4%$8,087,000 79.9%$8,301,000 79.9%$8,568,000 80.4%$8,841,000 80.9% $6,899,200 70.0% $7,088,900 70.0% $7,273,700 70.0% $7,460,600 70.0% $7,651,700 70.0% Pavement Rehabilitation Program (CTY0219,STL0463) CHV06 $350,000 $600,000 $600,000 $600,000 $600,000 Advanced Planning Studies (CTY0202,CTY0232)CHV22 $110,000 $150,000 $200,000 $200,000 $200,000 School Zone Traffic Calming Program (TRF0345)CHV33 -$100,000 $100,000 $100,000 $100,000 (TRF0446, TRF0453)CHV34 $1,055,000 $250,000 $250,000 $250,000 $250,000 Traffic Signing, Studies and Signal Upgrade (STM0369, TRF0448, TRF0449, TRF0450, TRF0451)CHV35 $1,407,000 $550,000 $550,000 $550,000 $550,000 Traffic Monitoring Program (TRF0274, TRF0321)CHV45 -$40,000 $40,000 $40,000 $40,000 Storm Drain and Bridge Culvert Repair (DRN0217)CHV50 ----- ADA Curb Ramps Program (STL0454,STL0475,STL0479)CHV75 -$350,000 $350,000 $350,000 $350,000 Anita St and Industrial Blvd Bicycle and Pedestrian Improvements (STL0482)CHV99 $385,000 ---- $3,307,000 33.6%$2,040,000 20.1%$2,090,000 20.1%$2,090,000 19.6%$2,090,000 19.1% FY 2030-31 $10,931,000 $10,931,000 FY 2029-30 $10,658,000 $10,658,000 CIP PROGRAM TOTAL *Estimated Annual TransNet Revenue $9,856,000 $9,856,000 Attachment 2 and Exhibit 1 to Resolution PROJECT MA I N T E N A N C E Minimum Required Congestion Relief CO N G E S T I O N R E L I E F FY 2026-27 *TransNet Revenue Forecast - Local Street Improvement Program (Estimates for FY2027 to FY2031) dated 1/05/2026 ESTIMATED TRANSNET ALLOCATION - FY 2026-27 THROUGH FY 2030-31 $10,127,000 $10,127,000 FY 2027-28 FY 2028-29 $10,391,000 $10,391,000 (Congestion Relief) SUBTOTAL (Maintenance) SUBTOTAL Page 723 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Item 7.1: 2027 Regional Transportation Improvement Program TRANSNET LOCAL STREET IMPROVEMENT PROGRAM2027 RTIP FY 2027-2031 Page 724 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda 2027 RTIP FY 2027-2031 What is the Local Street Improvement Program? Transportation Projects for the San Diego Region (5-Year Plan) -Local Street Improvement Program -Includes TransNet programming for all Local Agencies (Program of Projects) TransNet Programming by Public Agency -Approved by City Council on May 19, 2026 Page 725 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Local Street Improvement Program •FY 2027 Regional Local Street Improvement Program: $120,740,000 in TransNet Funding •Chula Vista’s FY 2027 TransNet Revenue Forecast: $9,856,000 (dated 1/5/2026) •Chula Vista receives approximately 8% of Regional Program Budget Page 726 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Chula Vista’s Program of Projects (POP) Page 727 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Recommended Action •Conduct a public hearing and adopt a resolution approving the proposed TransNet Local Street Improvement Program of Projects for Fiscal Years 2026-27 through 2030-31. Page 728 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda v . 0 0 5 P a g e | 1 June 2, 2026 ITEM TITLE Housing Authority & City Housing Funding: Approve a Funding Commitment of up to $4,000,000 for the Park Hill UMC Development Report Number: 26-0217 Location: 545 East Naples Street Department: Housing and Homeless Services G.C. § 84308 Regulations Apply: Yes Environmental Notice: The funding action has been determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15061(b)(3). The Project itself meets all requirements set forth in California Government Code Section 65913.16(c). No further review under CEQA is required. This item was continued from the May 19, 2026 meeting. Recommended Action Adopt the following resolutions: A. Chula Vista Housing Authority resolution authorizing a commitment of up to $3,000,000 in Low- and Moderate-Income Housing Asset Fund funds for the construction of an affordable housing development to be located at 545 East Naples Street; and B. City of Chula Vista resolution authorizing a commitment of up to $1,000,000, less $25,000 for City staff administrative costs, in Local Housing Trust Fund funds for the construction of an affordable housing development to be located at 545 East Naples Street. (4/5 Vote Required) SUMMARY The City of Chula Vista (“City”) and Chula Vista Housing Authority (“Housing Authority”) issued a Notice of Funding Availability for new construction of affordable housing, with a combined available total of $4,000,000 (less $25,000 for administrative costs). After interviews with applicants and a thorough review of submitted materials, City staff recommend that the funds be awarded to the Project, a proposed 68-unit development to be developed by Wakeland Housing and Development Corporation. Page 729 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 2 On May 19, 2026 the City Council continued this item, requesting staff further address community feedback related to the Project design to adequately mitigate soil and drainage concerns, privacy concerns, and concerns regarding the site’s parking configuration. The draft Resolutions have been updated to include a condition to address these concerns. ENVIRONMENTAL REVIEW The funding action has been reviewed for compliance with the California Environmental Quality Act (CEQA), and it has been determined that it is exempt pursuant to State CEQA Guidelines Section 15061(b)(3), in that under the general rule, CEQA applies only to projects which have the potential for causing a significant effect on the environment. The Project that would receive these funds has been determined to meet all the requirements California Government Code Section 65913.16(c), and, therefore, is a ministerial project pursuant to State CEQA Guidelines Section 15268. Therefore, no further review under CEQA is required. COMMUNITY ENGAGEMENT On Thursday, May 14, 2026, Wakeland Housing and Development Corporation (Wakeland) walked door-to- door within 500 feet of the Project site. They met with neighbors and provided a one-page overview of the Project, reference Attachment 1, and notified them of the funding request being considered by the Housing Authority and City Council. They also provided contact information for residents to follow up with any questions or concerns. The focus of the effort was primarily informational in nature, although they welcomed feedback and input from neighbors. This method has been deployed with other Wakeland projects to establish early relationships with residents, particularly when a project will not go through other discretionary actions. On May 19, 2026, City Council considered the approval of funding under Item 8.2. Staff provided a presentation which provided a conceptual rendering and site plan, reference Attachment 2, and further described that the Project is eligible for streamlined ministerial approvals under Senate Bill 4 (SB4), Affordable Housing on Faith Lands Act, therefore the loan approvals would be the only discretionary item related to the Project, and without the loan approval the Project may still move forward ministerially. Several residents were in attendance that evening, and three households voiced concerns about soil and drainage, privacy, and parking configuration on the preliminary site design. In addition, written communication, Attachment 3 was provided. BOARD/COMMISSION/COMMITTEE RECOMMENDATION On March 25, 2026, the Housing and Homeless Advisory Commission voted 3-0 to recommend that City Council adopt the proposed funding action. DISCUSSION Notice of Funding Availability (NOFA) The City and Housing Authority have a cumulative total of $4,000,000, less $25,000 for administrative expenses, available to issue to a project, of which $3,000,000 belongs to the Authority’s Low- and Moderate- Income Housing Asset (“Low-Mod”) fund, which is a legacy of the redevelopment era in Chula Vista. Low- Mod funds accumulate from repayments of existing loans made to affordable projects. Under state Page 730 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 3 redevelopment law, when the Low-Mod fund balance exceeds a certain amount, a portion of it must be recommitted to new housing developments. The $3,000,000 must be committed by the end of the current fiscal year (June 30, 2026). The remaining $1,000,000 comes from the City’s Local Housing Trust Fund (LHTF), a fund established in 2024 to take advantage of a state matching grant program of the same name. The City deposited $500,000 to the LHTF from its inclusionary housing fund. On August 27, 2025, the City was awarded a matching grant of $500,000 by the California Department of Housing and Community Development (HCD). The $500,000 includes $25,000 that the City can spend on staff time and other eligible expenses associated with administering the funds. The City and Housing Authority NOFA opened on November 7, 2025. Submittals were due January 15, 2026, giving applicants over two (2) months to identify sites and prepare materials. Two (2) submittals were received: one (1) from Wakeland for a 68-unit project at 545 E. Naples Street (the “Project”), which is being recommended for funding, and one (1) from Eden Housing, Inc. (Eden) for a 101-unit affordable project to be located at 750 E Street. In-person presentations and interviews with the applicants were held on February 5, 2026. A panel comprised of staff members from the City’s Housing and Homeless Services and Finance Departments reviewed the submittals and presentations. To be considered valid, submittals had to meet a set of threshold criteria for consideration. These criteria included basic requirements, such as that the applications be complete, meet minimum affordability requirements, and that the applicants owned or were under contract to acquire the proposed location. Projects that met the threshold criteria were then scored according to various metrics, which broadly encompassed the following factors:  Number of affordable units and depth of affordability;  Locational factors (school quality, distance to grocery stores and other amenities, etc.);  Readiness for development, including the level of approvals needed for planning entitlements and competitiveness for other funding sources to complete project financing; and  Developer experience and overall submittal quality. The Project The Project is located on a site owned by the Park Hill Methodist Church, currently being used as a baseball field. It is directly across the street from Greg Rogers Elementary School and Greg Rogers Park, and less than a half mile to Sunbow Park, as depicted in Figure 1. It is located in Council District 4 (it should be noted, the Project also borders Districts 2 and 3) between the I-805 freeway and Telegraph Canyon Road. It is one block away from a bus stop, Route 704, whose route travels from the Sharp Hospital and medical offices in Sunbow through downtown Chula Vista to the E Street Trolley Station. The proposed project is 68 units, with 67 restricted affordable units and one (1) exempt manager’s unit. There will be a range of unit sizes, from studios to 1, 2, and 3-bedrooms. All units will serve low-income families, with no special needs’ populations currently designated. The preliminary design concept shows 73 parking spaces (one space per household, plus additional spaces for staff, guests, and ADA stalls). Page 731 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 4 Because the property is owned by a faith-based institution, it qualifies for streamlined approvals under a state law known as SB4 (California Government Code Section 65913.16). It would also qualify for a density bonus under State Density Bonus Law, which allows for modification of certain development standards. The proposed unit mix, subject to change, is provided in Table 1. Table 1: Proposed Affordability of Unit Mix Bedroom Type Number of Units Income Category (% of Area Median Income, or AMI) Studio 3 30% Studio 1 50% Studio 9 60% 1 Bedroom 6 30% 1 Bedroom 2 50% 1 Bedroom 8 60% 2 Bedrooms 6 30% 2 Bedrooms 2 50% 2 Bedrooms 11 60% 3 Bedrooms 6 30% Figure 1: Location Map Page 732 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 5 Bedroom Type Number of Units Income Category (% of Area Median Income, or AMI) 3 Bedrooms 2 50% 3 Bedrooms 11 60% 2 Bedroom 1 (Manager’s unit) Total 68 Strengths of this proposal include the following:  The project is located in a well-resourced neighborhood that does not already have a concentration of affordable housing. It would be a highly desirable location for working families with children, on a site that under its current zoning would likely otherwise only be able to accommodate a much smaller cluster of single-family homes.  The low-profile design is appropriate for the location, with care taken to provide buffers between itself and the adjacent single-family neighborhood, (reference an initial conceptual elevation in Figure 2, below). The building’s preliminary design orients the bulk of its massing towards Greg Rogers Elementary School, away from adjacent homes.  The Project can obtain land use approvals by right, without need for design review or discretionary hearings.  The Project is being designed with sustainable and energy-efficient design principles in in mind, including all-electric design, solar panels, and drought-tolerant landscaping, in order to both promote sustainability and reduce ongoing operating costs.  The City has worked with Wakeland on a number of previous developments and has a strong working relationship with the organization. Despite Eden being a larger organization statewide, Wakeland demonstrated a firmer understanding of the local land use requirements and overall regulatory and financial context for its proposal, and staff has confidence in Wakeland’s local network of contractors to deliver high-quality projects. The City/Authority’s financial contribution would cover a little more than seven percent (7%) of the Project’s estimated total development cost of $53,795,340. The Project will likely face challenges in assembling its remaining financing, as both Low Income Housing Tax Credits, administered by the California Tax Credit Allocation Committee (CTCAC), and other funding programs administered by the California Department of Housing and Community Development (HCD) are expected to be highly competitive amidst a reduced state budget in the coming years. The City/Authority funding commitment would include a deadline of two (2) years, plus a one-year extension at the City Manager’s discretion, to secure all its funding and be prepared to start construction; if the Project has not reached this milestone by the deadline, City Council and the Authority would need to authorize additional extensions, or choose to reprogram the funds to another project. The Project’s attributes are still preliminary in nature and subject to revision. While staff will seek City Council and Authority approval for major changes to the Project’s design, unit affordability mix, or other features, the proposal will continue to be adjusted and refined as it moves forward. Wakeland has received the feedback from neighbors regarding the Project, and has committed to working closely with its architect to design the Project so as to address or mitigate their concerns. With regards to drainage, the Project will require a grading permit, which will be reviewed and approved by civil engineers Page 733 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 6 with the Land Development division of the City’s Development Services Department. The grading and improvement work will comply with the City’s stormwater regulations and should resolve any current issues at the site with regards to stormwater runoff or drainage. With regards to concerns about parking and privacy, Wakeland is exploring a range of potential interventions to minimize light pollution, noise, parking safety, and visual impacts of the development. These interventions may include the following:  trees, bushes, and other landscaping;  fences or other screening to promote privacy;  strategic window placement to minimize line-of-sight intrusion;  wheelstops and other barriers to prevent movement of vehicles outside the property lines;  parking configurations that minimize the noise and light impacts of moving cars. Because the Project is still in the preliminary stages, Wakeland is still exploring all possible solutions with its design team. City staff will engage with Wakeland on an ongoing basis to evaluate proposed mitigation plans. Disbursement of the loan funds shall be made contingent upon the City Manager / Housing Authority Director’s final approval of the Project’s design with regard to the aforementioned concerns. Figure 2: Conceptual Elevation Conclusion Based upon community feedback and Council direction on May 19, 2026, an additional condition on the disbursement of funds has been added to the approving Resolutions that the Housing Authority and City shall not disburse loan funds until Wakeland has demonstrated to the satisfaction of the Housing Authority Director/City Manager that the Project has satisfactorily mitigated privacy, parking, and drainage concerns for properties abutting the Project. Page 734 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda P a g e | 7 Since the meeting on May 19, 2026, Wakeland has been reviewing options to address these concerns such as additional landscape, adjustments in window placement, and other ways to address community design concerns. DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City Council / Housing Authority 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 Housing Authority/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 There is no fiscal impact to the General Fund. Chula Vista Housing Authority The Authority’s Low-Mod funds for this action were appropriated via Housing Authority Resolution No. 2025-005, adopted on June 10, 2025. City of Chula Vista Acceptance of the $500,000 grant portion will come from HCD and will completely offset project costs. The $500,000 local match was previously appropriated from the Housing Inclusionary fund on May 21, 2024, via Resolution No. 2024-102. ONGOING FISCAL IMPACT Loan repayments will be deposited into their respective accounts and redeployed into new affordable housing projects and programs. There are no other long-term fiscal impacts. ATTACHMENTS 1. Park Hill UMC Fact Sheet – Preliminary Information 2. Park Hill UMC Conceptual Site Plan 3. Written Communication from 5/19/26 Council Meeting Staff Contact: Brian Warwick, Housing Manager Stacey Kurz, Director of Housing & Homeless Services Page 735 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 HA RESOLUTION NO. __________ RESOLUTION OF THE CHULA VISTA HOUSING AUTHORITY APPROVING A LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION, OR AN AFFILIATED ENTITY, TO ASSIST IN THE CONSTRUCTION OF A 68-UNIT AFFORDABLE HOUSING DEVELOPMENT TO BE LOCATED AT 545 EAST NAPLES STREET, AND AUTHORIZING THE DIRECTOR TO NEGOTIATE AND EXECUTE ALL DOCUMENTS RELATED TO THE LOAN IN A FORM APPROVED BY LEGAL COUNSEL WHEREAS, California Health and Safety Code (HSC) Sections 33334.2, 33334.6, and 34176.1 authorize and direct the Chula Vista Housing Authority (“Housing Authority”), in its capacity as the Housing Successor as defined in HSC 34176, to expend funds from its Low and Moderate Income Housing Asset Fund (“Housing Fund”) for the purposes of increasing, improving; and preserving the community’s supply of low and moderate income housing available at an affordable rent to persons and families of low or moderate income; and WHEREAS, the Housing Fund as accumulated an Excess Surplus, or high unencumbered Housing Fund balance, as defined and set forth in HSC 33334.12, and must commit approximately $3.0 million in Excess Surplus funds to eligible projects or activities by the end of the 2025 -26 fiscal year; and WHEREAS, on June 10, 2025, the Housing Authority adopted HA Resolution No. 2025- 005 appropriating $3.0 million for the production of affordable housing, with projects to be selected through a competitive Notice of Funding Availability (NOFA); and WHEREAS, the NOFA was issued on November 7, 2025, with a deadline of January 15, 2026, and two proposals were submitted for consideration; and WHEREAS, a selection committee of City staff determined that a submittal by Wakeland Housing and Development Corporation (Wakeland) for a 68-unit affordable project to be located at 545 East Naples Street (the Project) scored highest on a range of factors including project readiness, developer experience, and overall quality; and WHEREAS, the Housing and Homeless Advisory Commission provided an advisory recommendation that the Housing Authority approve the loan by a vote of 3-0 at its special meeting on March 25, 2026; and WHEREAS, Wakeland has conducted outreach to the neighboring community regarding the Project, and has received feedback requesting that the Project be designed to adequately mitigate drainage and stormwater runoff concerns, privacy and lighting concerns, and concerns regarding the site’s parking configuration. Page 736 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 NOW, THEREFORE, BE IT RESOLVED by the Chula Vista Housing Authority, that it does hereby authorize a loan from its Housing Fund to Wakeland, or an affiliated entity, in an amount not to exceed three million dollars ($3,000,000) for the construction of the Project, to be secured against the property and repaid from cash surplus in annual installments subject to the conditions in this Resolution. BE IT FURTHER RESOLVED by the Chula Vista Housing Authority, that it authorizes the Director to negotiate and execute a loan agreement, regulatory agreement, and all associated loan documents, and to carry out all other actions necessary for the development of the Project, consistent with the Housing Authority’s standard documents, in the form approved by the City Attorney in his capacity as the Housing Authority’s Legal Counsel, and at minimum, subject to the following terms and conditions: 1. Prior to grading and building permit issuance, the Director of Development Services, in consultation with the Building Official and the Civil Engineer supervising the Land Development Division, shall advise the Housing Authority Director of the efforts to mitigate privacy, parking, lighting, line of sight, drainage, and stormwater runoff concerns for residential properties abutting the Project. The Housing Authority Director’s written confirmation that the mitigation is satisfactory shall be required prior to the disbursement of loan funds. 2. The Housing Authority shall not disburse loan funds until Wakeland has secured all other necessary financing for the construction of the Project and taken all other steps necessary to carry out the close of financing. 3. The funding commitment shall be valid for a period of two years from the date of this resolution, with one optional extension period of one year at the sole discretion of the Director (the Commitment Term). The commitment shall expire if the Project has not secured all other necessary financing and taken all other steps necessary to commence construction by the end of the Commitment Term, unless further extended with the approval of the City Council. 4. The loan shall be evidenced by a promissory note in favor of the Housing Authority, secured by a deed of trust recorded against the property. 5. The term of the loan and regulatory agreement shall be fifty-five (55) years. 6. Wakeland, or its affiliate or approved successors in interest, shall operate the Project consistent with a regulatory agreement to be recorded against the Project and running with the land, along with any other covenants imposed by other Project lenders. Page 737 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 3 Presented by Approved as to form by Stacey Kurz Marco A. Verdugo Director of Housing and Homeless Services Legal Counsel Page 738 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Form Rev 9/30/2025 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A LOAN TO WAKELAND HOUSING AND DEVELOPMENT CORPORATION, OR AN AFFILIATED ENTITY, TO ASSIST IN THE CONSTRUCTION OF A 68-UNIT AFFORDABLE HOUSING DEVELOPMENT TO BE LOCATED AT 545 EAST NAPLES STREET, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL DOCUMENTS RELATED TO THE LOAN IN A FORM APPROVED BY CITY ATTORNEY, AND APPROPRIATING FUNDS THEREFOR WHEREAS, in 2024, the City of Chula Vista (“City”) established a Local Housing Trust Fund (LHTF) to assist with the construction, rehabilitation, and preservation of affordable housing, and deposited $500,000 into the LHTF pursuant to Resolution No. 2024-102; and WHEREAS, the City applied for a LHTF matching grant from the California Department of Housing and Community Development (HCD) pursuant to Resolution No. 2024-163, adopted on August 6, 2024, and was subsequently awarded a matching grant of $500,000 from HCD; and WHEREAS, the combined LHTF local contribution and state match must be spent on the production of affordable housing, less $25,000 for administrative costs; and WHEREAS, the Chula Vista Housing Authority (“Housing Authority”) also had $3,000,000 available for the production of affordable housing; and WHEREAS, the City and the Housing Authority issued a combined Notice of Funding Availability (NOFA) for the new construction of affordable housing; and WHEREAS, the NOFA was issued on November 7, 2025, with a deadline of January 15, 2026, and two (2) proposals were submitted for consideration; and WHEREAS, a selection committee of City staff determined that a submittal by Wakeland Housing and Development Corporation (“Wakeland”) for a 68-unit affordable project to be located at 545 East Naples Street (“Project”) scored highest on a range of factors including project readiness, developer experience, and overall quality; and WHEREAS, the Housing and Homeless Advisory Commission provided an advisory recommendation that the Housing Authority approve the loan by a vote of 3-0 at its special meeting on March 25, 2026; and WHEREAS, Wakeland has conducted outreach to the neighboring community regarding the Project, and has received feedback requesting that the Project be designed to adequately Page 739 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 2 mitigate drainage and stormwater runoff concerns, privacy and lighting concerns, and concerns regarding the site’s parking configuration. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it does hereby authorize a loan from its Housing Fund to Wakeland, or an affiliated entity, in an amount not to exceed one million dollars ($1,000,000), less $25,000 for administrative costs, for the construction of the Project, to be secured against the property and repaid from cash surplus in annual installments. BE IT FURTHER RESOLVED by the City Council of the Ci ty of Chula Vista, that it amends the fiscal year 2025-26 budget by appropriating $475,000 to the other expenses category and $25,000 to the supplies and services category of the Local Housing Trust Fund, Fund 313. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it authorizes the City Manager to negotiate and execute a loan agreement, regulatory agreement, and all associated loan documents, and to carry out all other actions necessary for the development of the Project, consistent with the City’s standard documents, in a form approved by the City Attorney, and at minimum, subject to the following terms and conditions: 1. Prior to grading and building permit issuance, the Director of Development Services, in consultation with the Building Official and the Civil Engineer supervising the Land Development Division, shall advise the City Manager of the efforts to mitigate privacy, parking, lighting, line of sight, drainage, and stormwater runoff concerns for residential properties abutting the Project. The City Manager’s written confirmation that the mitigation is satisfactory shall be required prior to the disbursement of loan funds. 2. The City shall not disburse loan funds until Wakeland has secured all necessary financing for the construction of the Project and taken all other steps necessary to carry out the close of financing. 3. The funding commitment shall be valid for a period of two (2) years from the date of this resolution, with one optional extension of one year at the sole discretion of the City Manager (the Commitment Term). The commitment shall expire if the Project has not secured all other necessary financing and taken all other steps necessary to commence construction by the end of the Commitment Term, unless further extended with the approval of Council. 4. The loan shall be evidenced by a promissory note in favor of the City, secured by a deed of trust recorded against the property. 5. The term of the loan and regulatory agreement shall be fifty-five (55) years. 6. Wakeland, or its affiliate or approved successors in interest, shall operate the Project consistent with a regulatory agreement to be recorded against the Project and running with the land, along with any other covenants imposed by other Project lenders. Page 740 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Resolution No. Page 3 Presented by Approved as to form by Stacey Kurz Marco A. Verdugo Director of Housing and Homeless Services City Attorney Page 741 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda FUTURE AFFORDABLE HOUSING COMMUNITY Park Hill 545 E. Naples Street Chula Vista, CA 91911 DEVELOPMENT TEAM • Developer: Wakeland Housing • Partner: Park Hill United Methodist Church • Architect: Studio E Architects • Property Management: ConAm Background Park Hill will create 68 much-needed affordable homes beautifully-designed to ﬁ t seamlessly into the surrounding neighborhood. The development will be built on the grounds of Park Hill United Methodist Church in partnership with Wakeland Housing, a local nonproﬁ t with a strong record of creating successful housing communities in Chula Vista. Housing That Creates Stability for Working Families • Optimizes unused Church land to create a safe, accessible, and welcoming residential community where families can thrive. • 68 apartments designed for low- income households earning 30% to 60% of the Area Median Income (between $36,750 to $131,040 per year). • Provides a mix of studios, one-, two-, and three-bedroom apartments to accommodate working families of varying sizes, located close to jobs, schools, transit, and everyday services. Design & Amenities • Building designed with graduated heights, generous setbacks, and landscaped buffers to blend into the surrounding area and protect neighboring privacy. • Onsite amenities for residents include a community room, kitchen, computer lab, landscaped outdoor gathering areas, and a walking path for exercise. Learn More Stay informed by going to wakelandhdc.com/park-hill. You’ll ﬁ nd more information about the development, project updates, and upcoming milestones. Architect’s Concept Rendering Subject to Change Project contact:Wakeland President Rebecca Louie / rlouie@wakelandhdc.com Page 742 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 743 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda This document is wri en to display how the site plan for the new Park Hill Housing Community as of 05/15/26 lacks considera on for the safety and privacy of exis ng proper es due to placement of parking spaces and lack of privacy barriers. Image 1 Image 1 shows the current site plan places parking facing directly towards the adjacent proper es. 16 total trees are planned to provide privacy from 42 parking spaces facing exis ng homes with no other means of mi ga ng light and noise. Proper es to the north of the parking lot are also situated ~15 feet below the parking eleva on. This means that any light from those parking spaces will point down, over the fences and into the yards and windows of these homes. Homes are recessed ~15’ below planned parking eleva on ~35’ between property line to the north and parking Written Communications - O'Steen Item 8.2 - Rcvd. 5/19/2026 Page 744 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Image 2 Image 2 is a picture taken from the backyard of one of the proper es bordering the north side of the planned community. The red line indicates the es mated placement of the parking spots based on the planned site map. This photo demonstrates that cars parked in these spots as designed will emit light into the back yards of these homes. The current site plan has 5 small to medium trees placed to provide privacy for the 14 parking spaces facing north. However, this picture demonstrates that this does not adequately mi gate light from headlights. Another concern for the safety of the residents at bo om of the structure is that the site plan does not account for any cars that may roll beyond the parking space. If a vehicle were to drive through the parking space, it would accelerate down this slope and into the exis ng homes. Page 745 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Image 3 Image 3 oﬀers another perspec ve from the back yard of one of the proper es adjacent to the north side of the proposed Park Hill housing community. The red line indicates the es mated loca on of headlights based on the current site plan. Another con cern for homes to the north of the property is that any overhead ligh ng planned for the parking lot will spill over into the neighboring homes. Addi onally, even with a setback of 89’, a 3-story apartment building will clearly have visibility into the backyards and bedrooms of the exis ng homes to the north. Page 746 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Item 8.2 – Written Communications Flores – Received 6/2/2026 June 2, 2026 Chula Vista City Council & Mayor City Hall 276 Fourth Avenue Chula Vista, CA RE: Park Hill affordable housing funding – Please Approve! Dear Mayor and City Councilmembers, My name is Claudia Flores and I am resident of Los Vecinos an affordable community here in Chula Vista that is owned and operated by Wakeland Housing. I’m writing to share how affordable housing has made a difference in my life and urge you to approve funding for the Park Hill affordable housing development that Wakeland Housing proposes to build at 545 East Naples Street. The problem we faced prior to moving to Los Vecinos was very expensive rents and sacrificing time with my family to have one more job for extra income. Since we have lived here, It has been a change for the better, because the lower cost helps us in this economy and so I can pay for a course at school to prepare for a better future while still being able to work and spend time with my family. It also helps that we have resident services on site to help me with medical applications, help for programs that benefit my family and provides us with services such as backpacks in school season. We like that there are different things to help us like the painting classes, the walk that helps me when I'm stressed, plus the motivation that Isabel gives me is always helpful. It’s important to have affordable housing because there are many families that use this help, so that they do not sacrifice so much time being away from their families and be able like me, to get an education and provide a better future for our children. We are very grateful to have this kind of aid. From my experience with Wakeland, I believe the Park Hill affordable housing development will be a welcome addition to the City of Chula Vista because it will benefit both residents who live there and the wider community. Page 747 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Item 8.2 – Written Communications Flores – Received 6/2/2026 First, it will improve the neighborhood by turning extra land owned by the Church into an affordable housing community that will create stability and pathways to success for working families like mine. Second, it ensures this location will continue to serve members of our community who may otherwise not be able to afford to live in this city that they love. For these reasons, I urge you to approve funding for the Park Hill affordable housing community. Sincerely, Claudia Flores Page 748 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda May 30, 2026 Chula Vista City Council & Mayor City Hall 276 Fourth Avenue Chula Vista, CA RE: Park Hill affordable housing funding – Please Approve! Dear Mayor and City Councilmembers, My name is Gabriela Sanchez and I am a resident of Lofts on Landis, an affordable community here in Chula Vista that is owned and operated by Wakeland Housing. I’m writing to share how affordable housing has made a difference in my life and urge you to approve funding for the Park Hill affordable housing development that Wakeland Housing proposes to build at 545 East Naples Street. Affordable housing was a relief and a lot of help in my life. I am a single mother working hard to pay bills, but rent was taking my whole income. I was living in a one bathroom apartment that was full of mold. It was extremely bad that we had to sleep in the living room because my son had asthma. The owners did not want to repair it but I couldn’t move because the rent was higher in other places. When I received the letter from the affordable housing, I was so thankful and happy because I knew that it was going to be easier for me to pay rent. I got, 3 bedroom 2 bathroom apartment. My kids and I were so happy that we visited the construction site almost every day until it was finished. Since the day we moved to Landis everything was easier and happier. I could spend more time with my kids. Each of us has our own room. It was like a dream come true. I know that building more affordable housing is very important for our community. Rent in California is very expensive and I am sure that like me, a lot of people are struggling with high rent. The rent takes a lot of your income and living in affordable communities gives you the opportunity to accomplish more in your life. Whether it be school, work or spending more time with your family, affordable housing is a blessing for a lot of families. Thank you for the opportunity to have less stress and more time with my children. From my experience with Wakeland, I believe the Park Hill affordable housing development will be a welcome addition to the City of Chula Vista because it will benefit both residents who live there and the wider community. First, it will improve the neighborhood by turning extra land owned by the Church into an affordable housing community that will create stability and pathways to success for working families like mine. Second, it ensures this location will continue to serve members of our community who may otherwise not be able to afford to live in this city that they love. For these reasons, I urge you to approve funding for the Park Hill affordable housing community. Sincerely, Gabriela Sanchez Chula Vista, CA 91910 Item 8.2 - Written Communications Sanchez - Received 6/2/2026 Page 749 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Item 8.2 – Written Communications Calvario – Received 6/2/2026 June 2, 2026 Chula Vista City Council & Mayor City Hall 276 Fourth Avenue Chula Vista, CA RE: Park Hill affordable housing funding – Please Approve! Dear Mayor and City Councilmembers, My name is Susana Calvario and I am resident of Lofts on Landis , an affordable community here in Chula Vista that is owned and operated by Wakeland Housing. I’m writing to share how affordable housing has made a difference in my life and urge you to approve funding for the Park Hill affordable housing development that Wakeland Housing proposes to build at 545 East Naples Street. Desperation—the fear that I was going to end up homeless because rents were so expensive and I couldn't afford to pay them. The peace of mind that comes from having a roof over my head—and being able to afford it—and being able to enjoy my children more. I am able to enjoy the amenities of the apartments and the very beautiful surrounding area. My children were able to enjoy a safe and lovely environment, including the schools and parks. I really love this community; I enjoy taking advantage of the Resident Services—I do arts and crafts, and they bring in classes for us. The positive atmosphere helps me relax and feel at peace. I am grateful for the well-being of other families who are going through the same things I went through back then—difficult times and extremely high rents. From my experience with Wakeland, I believe the Park Hill affordable housing development will be a welcome addition to the City of Chula Vista because it will benefit both residents who live there and the wider community. First, it will improve the neighborhood by turning extra land owned by the Church into an affordable housing community that will create stability and pathways to success for working families like mine. Second, it ensures this location will continue to serve members of our community who may otherwise not be able to afford to live in this city that they love. Page 750 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Item 8.2 – Written Communications Calvario – Received 6/2/2026 For these reasons, I urge you to approve funding for the Park Hill affordable housing community. Sincerely, Susana Calvario Chula vista Ca.91910 Page 751 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 752 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Page 753 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Empower individuals & families ●Build community resilience ●Promote housing opportunities ●Enhance quality of life HOUSING & HOMELESS SERVICES Item 8.2 Funding Recommendation: Park Hill UMC Page 754 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Notice of Funding Availability (NOFA) •$3M in Low-Mod Funds •$1M Local Housing Trust Funds (less $25,000 for staff admin costs) •1975 notified through Planet Bids •73 downloaded bid package Page 755 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Park Hill UMC •67 units, plus one manager’s unit •30%-60% of Area Median Income •1, 2, and 3-bedroom units Page 756 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Park Hill UMC Location Page 757 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Community Outreach •Drainage – Grading Permit, Stormwater Regulations •Parking – Design choices, physical barriers •Privacy – Landscaping, line of sight consideration Page 758 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Addressing Council 5/19 Comments Prior to grading and building permit issuance, the Director of Development Services, in consultation with the Building Official and the Civil Engineer supervising the Land Development Division, shall advise the Housing Authority Director/City Manager of the efforts to mitigate privacy, parking, lighting, line of sight, drainage, and stormwater runoff concerns for residential properties abutting the Project. The Housing Authority Director/City Manager’s written confirmation that the mitigation is satisfactory shall be required prior to the disbursement of loan funds. Page 759 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Review Process City Manager / Housing Authority Director Director of Development Services Building Official Civil Engineer (Land Development) Page 760 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda Recommendation City Council & Housing Authority approve a funding commitment of up to $4,000,000 to the Park Hill UMC affordable housing project Page 761 of 761 City of Chula Vista - City Council June 2, 2026 Post City Council/Housing Authority Agenda