HomeMy WebLinkAbout2008/07/22 Item 11
CITY COUNCIL &
REDEVELOPMENT AGENCY
AGENDA STATEMENT
~\I.t.- em OF
~CHULA VISTA
.'-jtily22, 266g1tem1T'-
ITEM TITLE:
JOINT RESOLUTION OF THE CITY COUNCIL AND THE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
APPROVING AMENDMENT NO. 3 TO THE LETTER OF INTENT
BETWEEN THE CITY OF CHULA VISTA, THE REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA, THE SAN DIEGO
UNIFIED PORT DISTRICT, AND GAYLORD ENTERTAINMENT
COMPANY EXTENDING THE TERiVl OF THE LETTER OF INTENT
THROUGH DECEMBER 31, 2008, AUTHORIZING THE CITY
MANAGER/EXECUTIVE DIRECTOR TO EXECUTE AMENDMENT
NO.3 TO THE LETTER OF INTENT ON BEHALF OF THE CITY AND
THE REDEVELOPMENT AGENCY, AND AUTHORIZING THE CITY
MANAGERIEXECUTIVE DIRECTOR TO APPROVE AND EXECUTE
AN ADDITIONAL SIX MONTH EXTENSION OF THE TERM OF THE
LETTER OF INTENT THROUGH JUNE 30, 2009 ON BEHALF OF THE
. CITY AND THE REDEVELOPMENT AGENCY, IF NEEDED .\ c-;;:X' -
DENNY STONE, ECONOMIC DEVELOPMENT OFFICEROt \cl.Y'::>
CITYMANAGER;:f.VLV,. ,.. .
/
4/5THS VOTE: YES
NO
x
SUBMITTED BY:
REVIEWED BY:
SUMMARY
In July 2006 a Letter of Intent (LOI) was entered into between the City of Chula Vista, the
Redevelopment Agency of the City of Chula Vista, the San Diego Unified Port District and Gaylord
Entertainment Company relative to a major hotel and convention center, and associated public
improvements, that would serve as an economic catalyst for the development of the Chula Vista
Bayfront. The term of the LOI was extended via the First Amendment, approved by the City Council in
May 2007, and the Second Amendment approved by the City Council in February 2008, which is set to
expire July 30, 2008. The parties to the LOI still agree on the fundamental goals and objectives set
forth, however, they require additional time to finalize the formal agreements. Adoption of the
resolution extends the LOI through the end of December 2008 and authorizes a six month extension
through June 2009, if needed.
ENVIRONMENT AL REVIEW
The Environmental Review Co'ordinator has previously reviewed the proposed amendment to the LOI
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; therefore,
pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA.
Thus, no environmental review is necessary. .
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July 22, 2008 ltem-.L..L
Page 2 of3
RECOMMEND A nON
Council/Agency adopt the resolution.
BOARDS/COMMISSION RECOMMENDA nON
Not applicable.
DISCUSSION
The general concepts outlined in the original July 2006 LOI include the following:
. Gaylord will develop a 1,500 to 2,000 room hotel and convention center, and adjacent parcels as
mutually determined by the parties defined as the "Project."
. Gaylord will pay its pro-rata share of the cost of the environmental reVIew and entitlement
process.
. Approximately $178 million toward the first phase infrastructure/public improvement costs and
$130 million toward convention center development costs will be publicly financed by the
CitylRDA and the Port as financial partners.
. Part of the $130 million toward convention center costs may be funded over time as new
revenues are realized from the project.
. Debt service will be provided proportionate to new net revenues generated by the project to the
City, RDA and the Port District. I
,
o Debt service for the infrastructure and convention center financings will be provided only from
new (net) revenues generated by the project. The City's General Fund will not be put at risk.
New net revenues are defined to include transient occupancy tax (TOT), property tax increment
and Port lease revenues. Sales tax is specifically excluded from new net revenues.
The parties are still in agreement that the above represent the goals and objectives of the parties.
Since July 2006, the Port District has been involved in confidential negotiations with Gaylord relative to
the terms and conditions of an Option to Lease with Gaylord. If the conditions precedent described in
the Option to Lease are timely satisfied, then Gaylord could exercise its option and enter into a long-
term lease for development of a 1,500 - 2,000 room hotel and convention center. There are very few
unresolved business issues relative to the option and lease. It is anticipated that the formal Option and
Lease documents will be ready for consideration by the Port Board soon.
Recently Gaylord has expressed its position that prior to entering into the Option Agreement with the
Port District; all parties agree to the fundamentals of a finance structure relative to funding the
infrastructure required to support the Gaylord hotel/convention center and ilie public agencies' $130
million contribution to the cost of the convention center. It is anticipated that the four parties will enter
into a more detailed supplement to the LOI that will describe a financing scenario. The document
currently under discussion would describe the revenue streams, generated by the Gaylord project that
each agency (City, RDA, and Port) would make available to support bond financing for the public
agencies' portions of the project's costs. It would also describe the structure of the bond financing
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July 22, 2008
r
Item.
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contemplated by the parties, and general parameters of the funding mechanisms. Gaylord has recently
provided a preliminary update of its development proforma and revenue projections (last provided in
2006) and the Port District's consultant is updating the infrastructure cost estimate. The City has
retained a consultant to review Gaylord's revenue projections and provide a report that analyzes
Gaylord's Chula Vista projections relative to the regional hospitality market and to Gaylord's other
developments. Completion of these updates will be a prerequisite to finalizing a recommendation for the
supplement to the LOI pertaining to a financing structure.
Staff recommends that the existing LOI be extended for an additional five months, through the end of
December 31, 2008 to allow time to complete the cost and revenue updates and finalize
recommendations on the formal agreements. Staff also recommends that another six month extension
by agreement of the parties (executable by the City Manager) be authorized at this time, through June
30, 2009, in case there are unforeseen delays.
The LOI is not a binding agreement, but guides the negotiations between the parties until definitive
agreements and detailed financing structures can be put in place. Under the LOI,' all laws are reserved
and protected, including those pertaining to environmental review.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and Redevelopment Agency Board
Members and has found a conflict, in that Council! Agency Board Member Castaneda has property
holdings within 500 feet of the boundaries of the property, which is the subject of this action.
FISCAL IMPACT
The LOI establishes broad parameters for continuing negotiatibns between the City of Chula Vista, the
Redevelopment Agency of the City of Chula Vista, the San Diego Unified Port District and Gaylord
Entertainment. There are no direct fiscal impacts to the City or the Redevelopment Agency as a result
of this Amendment to the LOI.
ATTACHMENTS
1. Letter oflntent approved July 25,2006
2. Letter of Intent Amendment No. I approved May 15,2007
3. Letter ofIntent Amendment No.2 approved February 19,2008
Prepared by: Denny Slone, Economic Development Officer, City l\Janager's Office
11-3
Attachment 1
San Diego Unified Port District
Document No. SO 937
Filed AUG 0 3 ?OD6-
Office 01 the District Clerk
LETTER OF INTENT
BY AND AMONG SAN DIEGO UNIFIED PORT DISTRICT,
CITY OF CHULA VISTA, REDEVELOPMENT AGENCY
OF THE CITY OF CHULA VISTA,
AND GAYLORD ENTERTAINMENT COMPANY CONCERNING
BAYFRONT HOTEL, CONVENTION CENTER AND ANCILLARY DEVELOPMENT
RECITALS
WHEREAS, the San Diego Unified Port District ("Port District") and the City of
Chula Vista, California ("City"), since 2003 have been engaged in a joint
planning process for the redevelopment of the Chula Vista Bayfront, resulting
in the Chula Vista Bayfront Master Plan, and;
WHEREAS, the three-year joint planning process included broad stakeholder
and community involvement in many forms including numerous public
outreach meetings and the formation of a Citizen's Advisory Committee, and;
,
,
WHEREAS, the joint planning process concluded that the early presence of a
significant "anchor" project is desirable and will serve as a catalyst for future
public and private development, and;
WHEREAS, the concept proposed by Gaylord Entertainment Company
("Gaylord"), and outlined in this letter of Intent has the necessary features of
such an anchor project and is consistent with the Chula Vista Bayfront Master
Plan and the general direction of the Citizens' Advisory Committee, and;
WHEREAS, Gaylord's financial, managerial, and development qualifications
were validated in an open competitive Request for Qualifications process, and;
WHEREAS, the Project contemplated by this letter of Intent will generate
substantial benefits to the local and regional community in the form of
increased tax and lease revenues, permanent jobs, and by providing the
people of California and local community with significant public amenities,
such as more than 200 acres of open space, parks and public access,
increased recreational and entertainment opportunities and environmental
enhancements, and;
TRIPLICATE-ORIGINAL
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,cPA-
"
WHEREAS, the Project contemplated by this Letter of Intent will generate
substantial direct and indirect statewide benefits including permanent and
temporary jobs, increased tax revenues, public facilities, and;
WHEREAS, the Port District, the City and the Redevelopment Agency of the
City of Chula Vista ("RDA") have agreed to form a partnership to achieve the
aforementioned benefits;
Now, Therefore:
1. Parties: This Letter of Intent (the "LDI") dated as of
JUt 2 5 , 2006, is by and among the Port District, the City, the
RDA, and Gaylord, (collectively "Parties"). The Port District, the City and the
RDA are referred to collectively herein as the "Governmental Entities."
2. Term of Letter of Intent: This LOI shall be for a term expiring on
the earliest of: (i) May 31, 2007, (ii) the date any Option Agreement or Lease
is executed between the Port District and Gaylord and the basic structure of
the Public Financial Commitment described below is finalized to the
satisfaction of the Parties, or (Hi) the date any Party elects to end negotiations
as described in paragraph 12 below.
3. Subject Matter - Development of the Project: The purpose of the
LOI is to provide a broad outline of the basis on which the Parties will work
with each other during the term of the La! to determine whether mutually
acceptable agreements can be reached relating to the development of the
private improvements and public infrastructure for Parcel H-3, which will not
be less than 32.23 acres in size (the "H-3 Site"). and the adjacent sites as
mutually determined by the Parties to be sufficient in scope to generate
revenues necessary to support the financing contemplated herein (collectively,
the "Project"). known collectively as the "Phase I Chula Vista Bayfront,"
located within the Port District and within the City and the RDA's Bayfront
Redevelopment Project. The Parties contemplate that Gaylord will act as the
developer of the Project.
4. Gaylord Development Obligation: Gaylord will be responsible for
the design, development, construction and operation of the Project in a
manner satisfactory to the Governmental Entities which, with respect to the
proposed hotel and convention center on the H-3 Site, will be similar to and
typical in type and quality to Gaylord's existing operations in Grapevine, Texas
and Orlando, Florida. Except to the extent of the Public Financial
Commitment described in paragraph 6 below and the other obligations of the
Port District, the. City and the RDA described herein, Gaylord will be
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.'
responsible for all costs and activities of every sort associated with the
devalopment, operation and ownership of the Project. Gaylord shall invest, or
shall cause others to invest, the funds necessary to complete the Project. The
design, scope, timing, branding, theme, appearance and conditions of
operation of the Project shall be negotiated by the Parties during the term of
this LOI. The Parties expect the Project development to be substantially in
accordance with the Chula Vista Bayfront Master Plan. Gaylord will
participate with the Port District, the City and the RDA in a public outreach
process as agreed to by the Governmental Entities and Gaylord. Among other
material terms, a condition precedent to the obligation of the Governmental
Entities relative to the Public Financial Commitment will include evidence
satisfactory to each of them, that Gaylord will meet its development
obligations and financial obligations, with respect to the Project, including
with respect to the Public Financial Commitment.
5. Monetary Contribution to Cost of Entitlements: Subsequent to
execution of the LOI, the Parties will negotiate a mutually acceptable sharing
arrangement for' costs associated with preparing the Environmental Impact
Report ("EIR") and processing the entitlements on a pro rata basis based on
the acreage of the Project related to the acreage of the overall Chula Vista
Bayfront Master Plan. It is currently estimated that these costs will not
exceed Two Million Dollars ($2,000,000) in total
"
,
6. Public Financial Commitment: In exchange for the Gaylord
Development Obligation described in paragraph 4 above, the Port District, City
and RDA will provide a public financial commitment described in this
paragraph 6 ("Public Financial Commitment"). subject to delivery by Gaylord
of additional financial and other data to the satisfaction of the Governmental
Entities. In every case, the Public Financial Commitment shall be payable in'
amounts to be negotiated by the Parties exclusively from the following
sources (or, as to the City, from other legally available amounts not to exceed
the amount described below):
(a) as to the Port District, all or a portion of lease revenues
derived by the Port District from any lease or other disposition of the Project
to private, non-governmental users.
(b) as to the City, from lawfully available funds of the City
which the City determines most appropriate, an amount equivalent to all or a
portion of transient occupancy taxes received by the City that are generated
by hotel occupancy on the Project.
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(c) as to the RDA, all or a portion of tax increment revenues
received by the RDA within existing plan limitations pursuant to the
Community Redevelopment Law, California Health and Safety Code Section
33000 et seq., attributable to taxes levied with respect to property located on
the Project, net of amounts payable to other taxing entities (other than the
City), amounts required to be deposited in the RDA's low and moderate
income housing fund, county administrative charges and any other mandatory
amounts payable to third parties from such tax increment funds. Any RDA
commitment of these dollars will also be subject in every respect to prior
pledges of tax increment from the RDA's merged Bayfront/Town Centre
Redevelopment Project.
In all cases, as to each Governmental Entity, the revenue sources
described in (a), (b) and (c) above, referred to herein as "New Net Revenues',
will be calculated net of costs, including operation and maintenance costs,
incurred by the Governmental Entities in providing services to the Project.
The Governmental Entities' obligations to provide the Public Financial
Commitment described in this paragraph 6 shall be limited to, and shall never
exceed, the New Net Revenues.
The Governmental Entities shall evaluate an additional charge, to
be measured by hotel occupancy, representing the equivalent of a two percent
(2%) increase in the transient occupancy tax applicable to the all or a portion
of the Bayfront Redevelopment Project area, provided such increase shall in no
event require voter approval, other than of Gaylord, the other affected
property tenants in the Bayfront Redevelopment Project area, and the
Governmental Entities. The Parties acknowledge that such an increase may
not be legally or practically feasible.
The Port District, on the one hand, and the City and RDA, on the
other, will contribute to the total Public Financial Commitment described
below, pro rata, in accordance with the total New Net Revenues derived from
the Project, as determined by the Governmental Entities.
The Public Financial
elements: the Infrastructure
Commitment.
Commitment will consist of two primary
Financing and the Convention Center
The Parties recognize that implementation of the Infrastructure
Financing and Convention Center Commitment are subject to further
legislative action of the Governmental Entities, compliance with applicable
legal restrictions, reasonable credit, timing and other public policy
considerations of the Government Entities, and the outcome is not assured. If
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. .
the Infrastructure Financing and/or the Convention Center Commitment are
not provided, the Parties may agree to evaluate other mutually acceptable and
legally available means to develop the infrastructure component of the Project.
(i) Infrastructure Financing: The Governmental Entities will
apply New Net Revenues to the cost of the necessary infrastructure required
for development of the Project in the current estimated amount not to exceed
One Hundred Seventy-Eight Million Dollars ($178,OOO,OOOl (in 2006 dollars),
net of financing costs. The parties intend to evaluate the feasibility of
financing an amount not to exceed One Hundred Seventy-Eight Million Dollars
($178,000,000) in infrastructure costs through the Infrastructure Financing
described in paragraph 7 below. The Infrastructure Financing is intended to
finance the cost of designing and constructing all necessary wet and dry
utilities, roads, open spaces, landscaped areas, parks and promenades and
other public improvements associated with the development of the Project.
The Infrastructure Financing amount is based on preliminary cost estimates.
To the extent that future estimates differ from the current estimate, the
Parties will negotiate an adjustment to the Infrastructure Financing. The
Parties shall agree on the scope, design, and cost of the landscaped areas,
parks, and promenades associated with development of the Project. The
infrastructure improvements currently to be financed are detailed on the
attached Exhibit "A," but may be revised as a result of the requirements of
the California Environmental Quality Act (~GEQA") or a change to the
infrastructure requirements for the Project that occurs during the entitlement
process.
(ii) Convention Center Commitment: The Convention Center
Commitment of One Hundred Thirty Million Dollars ($130,000,000) (in 2008
dollers) will be provided to the extent available from New Net Revenues, plus
a credit equal to the amount of all City development impact fees that the
Project would otherwise have paid (collectively, the "Convention Center
Commitment"). The Parties agree to investigate feasible ways to finance the
Convention Center Commitment by means of the Convention Center Financing
described in paragraph 7 below. Any remainder of the Convention Center
Commitment not provided by the Convention Center Financing will be funded
from New Net Revenues as they are earned over time, on a .pay-as-you-go"
basis, on terms to be negotiated by the Parties, and will be paid or credited to
Gaylord from annual surpluses after payment of debt service and other
mutually agreed costs of the Infrastructure Financing and the Convention
Center Financing. Any portion of the Convention Center Commitment that is
funded on a "pay-as-you-go" basis shall be subject to a discount rate of 12%
(the "Pay-As-You-Go Amount") until the unfunded portion is fully funded from
New Net Revenues or until such other time as the Parties may agree, (the
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, '
"Pay-As-You-Go Term"}. Receipt of the Pay-As-You-Go Amount will be
subject to certain minimum performance standards for Gaylord and the
Project, to be negotiated by the Parties. In the event that New Net Revenues
received during the Pay-As-You-Go Term are not sufficient in an amount to
fund the Pay-As-You-Go Amount, then the Governmental Entities shall have
no further obligation to pay such amount from any source.
7, Structure of Convention Center Financing and Infrastructure
Financing; In no event will the Governmental Entities be responsible for
payments with respect to the Convention Center Commitment or the
Infrastructure Financing except from the sources and in the manner described
in paragraph 6.
The Parties will evaluate the feasibility of issuing two series of
bonds, Series A (the "Infrastructure Financing") will be in an approximate
amount not to exceed One Hundred Seventy-Eight Million Dollars
($178,000,000) net construction proceeds to finance the infrastructure more
fully described in Exhibit" A," Series B represents a to-be-negotiated portion
of the One Hundred Thirty Million Dollar ($130,000,000) Convention Center
Commitment (the "Convention Center Financing"), the net proceeds of which
are to be used to finance a convention center. Gaylord will be responsible for
all costs associated with the Project not financed by the Infrastructure
Financing, the Convention Center Financing; and the balance of the
Convention Center Commitment paid from New Net Revenues.
The feasibility and structure of the two bond series is yet to be
determined, and is subject to further analysis and negotiation by the Parties.
The obligation of the Governmental Entities, and each of them, to
pursue the Infrastructure Financing and Convention Center Financing shall be
subject in all respects to the requirements of applicable state and federal laws,
including state and federal securities laws, the application of sound credit,
underwriting and public debt standards and requirements of the Government
Entities and applicable underwriters.
8. Acquired land: The City and Port District shall cooperate with
Gaylord in the purchase, subdivision, zoning and other actions required in
order for Gaylord to incorporate any acquired land into the Project. This may
include the Port District taking ownership of the acquired land.
9. Compliance with Additional laws; No Limitation of legislative
Discretion. Approval of the Project is subject to full compliance with CEQA,
including the certification of an EIR, and ultimate approval by the California
Coastal Commission.
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No .provision of this LOI shall be construed to require or compel
the Governmental Entities to grant any approval with respect to the Project or
to limit the discretion of the governing bodies of the Governmental Entities to
approve, deny or condition the Project, including the imposition of mitigation
measures as required by CEQA.
The Parties agree that nothing in this LOI in any respect does or
shall be construed to affect or prejudge the exercise of discretion by the
Governmental Entities.
Moreover, nothing contemplated herein to be done by the
Governmental Entities will be inconsistent with the duties of the Governmental
Entities, including fiduciary duties of the Port District to its Tidelands Trust
and any constitutional and statutory requirement of the Governmental Entities
related to the use of public funds and activity related to the Project.
10. Permits: City, RDA, and Port District shall agree to give
expedited status to all applications for approvals or permits for the Project.
11. Negotiation of Additional Documents: After execution of this
LOI, if the Parties have determined that it is ,feasible to proceed with the
development of the Project as outlined in this LOI, the Parties shall negotiate
and produce any documents the Parties deem appropriate.
12. Letter of Intent Not a Bindin~ Agreement: The Parties agree that
this LOI is not intended to nor shall it be interpreted to create a binding
agreement between the Parties. Any agreement regarding the Project, or any
element of the Project, including methods of financing the Project, will be the
subject of other written agreements which must be approved by the governing
bodies of the Governmental Entities following appropriate public . processes.
and is not embodied in this LOI. The Parties agree further that, while this LOI
is intended to guide the Parties in their negotiations relative to the Project, it
does not bind the Parties to continue negotiations if, in the judgment of any
such Party, such continued discussions do not serve the interests of that
. Party. Moreover, each Party agrees that, to the extent it expends funds or
devotes resources to discussions relative to the feasibility of implementing the
Project, it does so of its own initiative and not in reliance on this LOI or any
representations of the other Parties. Except as set forth in paragraph 5
above, in no event will a Party be responsible for the costs or other losses,
real or imagined, of any other Party in pursuing the Project in the absence of a
definitive agreement entered into subsequent to this LOI relative to such cost
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. .
sharing. No Party shall be entitled to sue to enforce the terms of this LOI or
to recover monetary damages for an alleged breach of this LO!.
Approved as to form:
By
~
Ellen Corey Bo
Assistant Po Attorney
San Diego Unified Port District
Approved as to form:
BY~~
Ann Moore
City Attorney
City of Chula Vista
Approved as to form:
By ~n~
Ann Moore /cZfl<-
Agency General Counsel
Redevelopment Agency of
the City of Chula Vista
Document #191489v2
By
NIFIED P RT DISTRICT
U-
Dan E. Wilkens
Executive Vice President
CITY OF CHULA VISTA
~~
By. /~
. Jim Thomson
. Interim City Manager
REDEVELOPMENT AGENCY OF THE
CITY OF ,CHULA VISTA
A~
By /L
Jim Thomson ------
Interim Executive Director
By
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PRINT NAME: hv..",J-+- W..tsH,..-ooL
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Page 8
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,
Attacnment2
AMENDMENT NO.1 TO
LETTER OF INTENT
BY AND AMONG SAN DIEGO UNIFIED PORT DISTRICT,
CITY OF CHULA VISTA, REDEVelOPMENT AGENCY
OF THE CITY OF CHULA VISTA,
AND GAYLORD ENTERTAiNMENT COMPANY CONCERNING
BAYFRONT HOTEl. CONVENTION CENTER AND ANCILLARY
DEVELOPMENT
San Diego Unified Ps 2eS5
Document No.
Filed JUN 1 3 ?007
Office oj the District Clerk
RECIT ALS
WHEREAS, the San Diego Unified Port District ("Port District"). the City of
Chula Vista, California ("City"), and the Redevelopment Agency of the City
of Chula Vista (RDA). (collectively, the "Governmental Entities"), and
Gaylord Entertainment Company ("Gaylord") have entered into a Letter Of
Intent dated July 25, 2006, and;
WHEREAS, the Letter Of Intent was also authorized by a Resolution of the
Board of Port Commissioners and was also authorized by a Resolution of the
Chula Vista City Council and the Redevelopftient Agency Board, at public
meetings held on July 25, 2006, and;
WHEREAS, the Port District, the City, the RDA, and Gaylord desire to
amended said Letter of Intent;
NOW THEREFORE, the parties agree to amend the Term of The Letter Of
Intent in the following respect:
The Term of Letter of Intent shall be extended from May 31, 2007, to
November 30, 2007, and may be extended for an additional gO-day period
after November 30, 2007 by mutual written agreement of the parties. The
Term of the Letter of Intent may end earlier jf allY Option Agreement or
Lease is executed between the Port District and Gaylord and the basic
structure of the Public Financial Commitment finalized to the satisfaction of
the parties, or if any party elects to end negotiations as described in
paragraph 12 of the Letter of Intent.
(Signatures to Follow)
TR!PUCATE~ORIGINAL
11-13
iZ-?O07 - ~
(
ADDENDUM TO LETTER OF INTENT PAGE 2
Approved as to form:
SAN DIEGO UNIFIED PbRT DISTRICT
By
~
By
~tJ~~a0
Ran a J. Co~lio (f
Acting Director, Real Estate
Approved as to form:
CITY OF CHULA VISTA
By~lA~k
Ann Moore
City Attorney
City of Chula Vista
By IK j ~
(/ Jim Thomson
Interim City Manager
Approved as to form:
REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA
"
,
ByJ~~~ ,/~BY
Ann Moore
Agency General Counsel
Redevelopment Agency of
the City of Chula Vista
~
/L
Jim Thomson
Interim Executive Director
GAYLORD ENTERTAINMENT OMPANY
BY~
PRINT NAME: ~~ ~trlJOk,
"7JP
PRINT TITLE:
Document No, 194068 V3
11-14
.'
"
Attachment 3
AMENDMENT NO, 2 TO
LETTER OF INTENT
BY AND AMONG SAN DiEGO UNIFIED PORT DISTRICT,
CITY OF CHULA VISTA, REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA AND GAYLORD ENTERTAINMENT COMPANY
CONCERNING SA YFRONT HOTEl, CONVENTION CENTER
AND ANCILLARY DEVELOPMENT
San Diego Unifted Port Dlstrfct
52990
Document No. '. .
MAR 1 0 2008
Oftice of the District CierI<
Filec
RECITALS
WHEREAS, the San Diego Unified Port District ("Port District"), the City of Chula
Vista, California ("City"), and the Redevelopment Agency of the City of Chula Vista
(RDA). (collectively, the "Governmental Entities"). and Gaylord Entertainment
Company ("Gaylord") have entered into. a Letter Of Intent dated July 25, 2006,
and;
WHEREAS, the Letter Of Intent was also authorized by a Resolution of the Board
of Port Commissioners and was also authorized by a Resolution of the Chula Vista
City Council and the Redevelopment Agency Bo,ard, at public meetings held on
July 25, 2006, and; ,
WHEREAS, the Port District, the City, the RDA, and Gaylord amended said Letter
Of Intent to extend the term to February 28, 2008, and;
WEREAS, the Port District, the City, the RDA and Gaylord desire to enter into the
second amendment to said Letter Of Intent;
NOW THEREFORE, the parties agree to amend the Term of The Letter Of Intent in
the following respect:
The Term of Letter Of Intent shall be extended from February 28, 2008, to
May 31, 2008, and may be extended for an additional 50-day period after
May 31, 2008, by mutual written agreement of the parties. The Term of the
Letter Of Intent may end earlier if any Option Agreement or Lease is executed
between the Port District and Gaylord and the basic structure of the Public
Financial Commitment finalized to the satisfaction of the parties, or if any party
elects to end negotiations as described in paragraph 12 of the Letter Of Intent.
(Signatures to Follow)
11-15
tfL49 c;;2a:;; - /97
OOADRUPUCATE-ORiGINAl
dto&-06"
~ 'l
. .
. .
AMENDMENT NO.2 TO LETTER OF INTENT
PAGE 2
By E~~ ~
Assistant Port Attorney
SAN DIEGO UNIFIED PORT DISTRICT
I )
/-B~~' C lk-<~. "\'l--.oc.---~
.. ".)
~ren Weymann
Acting Director, Real Estate
Approved as to form:
Approved as to form:
CITY OF CHULA VISTA
By
Q~
Ann Moore
City Attorney
City of Chula Vista
B~&.,-i;2 U
City Manager
Approved as to form:
REDEVELOPMENT AGENCY OF THE
CITY OF CHULA VISTA
By
U.r- ~
By~g-/;iJJ
Executive Director
Ann Moore
Agency General Counsel
Redevelopment Agency of
the City of Chula Vista
By
PRINT TITLE:
PeJH1€-ff jA/tsff,rooK
"SliP
PRINT NAME:
DM5#194068.v4 Amendment No 2 to Letter Of Intent By and Among SOUPO City of Chula Vista Redevelopment Agency
City of Owla Vista and Gaylord Entertainment Company
11-16
RESOLUTION NO.
JOINT RESOLUTION OF THE CITY COUNCIL AND THE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
APPROVING A1\1ENDMENT NO. 3 TO THE LETTER OF
INTENT BETWEEN THE CITY OF CHULA VISTA, THE
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA,
THE SAl'l DIEGO UNIFIED PORT DISTRICT, AND GAYLORD
ENTERTAINMENT COMPAl'lY EXTENDING THE TERM OF
THE LETTER OF INTENT THROUGH DECEMBER 31, 2008,
AUTHORIZING THE CITY MANAGER/EXECUTIVE DIRECTOR
TO EXECUTE Al\1ENDMENT NO. 3 TO THE LETTER OF
INTENT ON BEHALF OF THE CITY AND THE
REDEVELOPMENT AGENCY, AND AUTHORIZING THE CITY
MANAGERJEXECUTIVE DIRECTOR TO APPROVE AND
EXECUTE AN ADDITIONAL SIX-MONTH EXTENSION OF
THE TERM OF THE LETTER OF INTENT THROUGH JUNE 30,
2009 ON BEHALF OF THE CITY AND THE
REDEVELOPMENT AGENCY, IF NEEDED
WHEREAS, the City Council and the Redevelopment Agency of the City of Chula Vista
approved a Letter of Intent (Lor) between the City of Chula Vista, the Redevelopment Agency of
the City of Chula Vista, the San Diego Unified Port Disthct (Port), and Gaylord Entertainment
Company (Gaylord) concerning Bayfront hotel, convention center, and ancillary development on
July 25, 2006, pursuant to RDA Resolution No. 2006-1953 and City Council Resolution No.
2006-232; and
WHEREAS, the City Council and the Redevelopment Agency of the City of Chula Vista
approved an Addendum. and reconsidered that approval to the Addendum, to the Lor on October
10,2006, pursuant to RDA Resolution No. 2006-1958 and City Council Resolution No. 2006-
307 and on November 7, 2006, pursuant to RDA Resolution No. 2006-1964 and City Council
Resolution No. 2006-332, respectively; and
WHEREAS, on May 15, 2007, the City Council and the Redevelopment Agency of the
City of Chula Vista approved Amendment No. 1 to the Letter of Intent which allowed for the
extension of the term of the Lor to November 30, 2007, pursuant to RDA resolution No. 2007-
1974 and City Council Resolution No. 2007-115; and
WHEREAS, approval of Amendment No. I of the LOI also contemplated the possibility
of an additional 90-day extension beyond November 30, 2007, if mutually agreed to by the
parties; and
11-17
WHEREAS, on December 4,2007, the City Council and the Redevelopment Agency of the
City of Chula Vista approved a 90-day extension to the LOI extending the term of the Lor to
February 28, 2008, pUrSUaJlt to RDA resolution No. 2007-1985 and City Council Resolution No.
2007-286; and
WHEREAS, the City Council and the Redevelopment Agency of the City of Chula Vista
approved Amendment No.2 to the Letter of Intent which allowed for the extension of the term of
the LOI to February 28, 2008 pursuant to RDA resolution No. 2008-1991 and City Council
Resolution No. 2008-062; and
WHEREAS, pursuant to that Resolution, the City Council and the Redevelopment
Agency authorized the City Manager/Executive Director to approve and execute an additional
60-day extension of the term of the Letter of Intent through July 30, 2008 on behalf of the City
and the Redevelopment Agency; and
WHEREAS, the City ManagerlExecutive Director executed an Agreement to Extend the
Term of the July 25, 2006 Four-Party Letter of Intent Until July 30, 2008, extending the term of
the Letter of Intent to July 30, 2008; and
WHEREAS, the parties to the LOI still agree on the fundamental goals and objectives set
forth in the LOI, however, the parties require additional time to finalize the formal agreements
contemplated in the LOI: and
, ,I
\\'HEREAS, staff is recommending that the term of the LOI be extended until December 31,
2008; and
WHEREAS, staff is also recommending that the City Manager/Executive Director be
authorized to approve and execute an additional six-month extension of the term of the LOI
until June 30, 2009.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the CityofChula Vista and
the Redevelopment Agency of the City ofChula Vista as follows:
I. That it approves Amendment No.3 to the Letter of Intent between the City of Chula Vista,
the Redevelopment Agency of the City of Chula Vista, the San Diego Unified Port District,
and Gaylord Entertainment Company extending the term of the Letter of Intent through
December 31, 2008.
2. That it authorizes the City Manager/Executive Director to execute Amendment No.3 to the
Letter of Intent on behalf of the City and the Redevelopment Agency.
3. That it authorizes the City Manager/Executive Director to approve and execute an additional
six-month extension of the term of the Letter ofIntent through June 30, 2009, on behalf of
the City and the Redevelopment Agency, ifneeded.
11-18
Presented by
Denny Stone
Economic Development Officer
Approved as to form by
,--ti~(~,-, /1 h~ in--
Bart Miesfeld v
Interim City Attorney
11-19
THE A TT ACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE.
FORi\1ALL Y SIGNED UPON APPROVAL BY
THE CITY COUNCIL
t.J ~.0 ,..
"0 ~." ,{ M--C'-.:::t:) fr---
Bart C. Miesfeld ~.
Interim City Attorney
Dated:
7/ n /11:Z
, (
Letter of Intent by and Among San Diego Unified Port District,
City ofChula Vista, Redevelopment Agency of the City ofChula Vista, and
Gaylord Entertainment CompalllY Concerning
Bayfront Hotel, Convention Center and Ancillary Development
11-20
AMENDMENT NO.3 TO
LETTER OF INTENT
BY AND AMONG SAN DIEGO UNIFlEfll'ORT DISTRICT,
CITY OF CHULA VISTA, REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VrST A, AND GAYLORD ENTERTAINMENT COMPANY
CONCERNING BA YFRONT HOTEL, CONVENTION CENTER
AND ANCILLARY DEVELOPMENT
WHEREAS, the San Diego Unified Port District (""Port DistriCl~), the City of
Chu!a Vism ("City"), and the Redevelopment Agency of the City "C Chula Vis1a
C'RDA"), (collectively, the '"Governmental Entities"), and Gayl(}rd Entertainment
Company r'Gaylord") (the "Panies") have entered into a Letter of Intent daled July 25,
2006 (Leuer of 1me,,!"); and
WHEREAS, the Letter offntent was tor a tenn expiring on May3J, 2007; and
WHEREAS, that Letter of Intent was amended by Amendment No, 1 to Letter of
Intent dated June 13, 2007. which extended the term of the Letter of Intent until
Novemher 30, 2007, wilh an additional 90-day J"'l'iod after November 30, 2007, by
mutual written agreement of the Parties~ and J
WHEREAS, that Letter of Intent was further amended by Amendment No.2 to
Letter of lInent daled March 10, 2008, which extended the term of the Letter of Intent
until May 31, 2008, with an additional 6O-day period after May 31,2008, by mutual
written agreem.;:nt ohlle Pmiie~ and
WHEREAS, thetem1 oflhe LeIter of Intent will expire on July 30, 2008; and
WHEREAS, ti,e Governmental Agencies and Gaylord are >till ia agreement
regarding the goals and objectives of the Letter of Intent and are continuing to work
toward thos-e goals and objectives~ and
WHEREAS, the Governmental Agencies and Gaylord wish to further extend the
1<1711 oFlhe Letter of Intent,
NOW THEREFORE, the ?,rties agree to further amend the Tenn of the Letter of
Iment as follows:
Effective July 31, 2008, the Term of the Leller of Intent shall be extended to
December J L 2008~ and may be extended for an additional si:.<-month period until June
30, 2009, by mutual written agreement of the Parties. The Te:rnl of Letter of lnt:ent may
end earlier if any Option Agreement O~ Lease is executed betw-een the Port District and
Gaylord and the basic structure of the Public Financial Commitment is finalized to the
11-21
......,. ...... ."'T .......<'>'7" T r ,'"
AMENDMENT NO.3 TO LETTER OF INTENT
PAGE 2
!iati.s(action of the Parties.. or if any Party elects to end llegotiations and described in
j)aJ1\gmph 12 of the LetteroflntenL
Approved as to form by:
SAN DIEGO UNIFIED PORT
DISTRICT
By:
By:
Randa Coniglio
Director, Real Estate
Ellen Corey Born
Assistant Port Attorney
Approved as "to form by:
ClTY OF CHULA VISTA
By:
By:
D''fid Garci.
City Manager
Bart Miesfeld
Interim City Attorney
City ofChula Vista
Appl'Oved as to fonn by:
REDEVELOPMENT AGENCY OFTHE
CITY OF CHULA VIsr A
By:
By:
David Garcia
Executive Director
Bart Mies{eld
Interim Agency Counsel
Redevelopment Agency cftne
City 0 f Chuia Vista
GAYLORDE~~ERTA~ENT
:IlMP
Senior Vi~e President
11-22