LETTER OF INTENT
SUHSD- LAUNCH VIRTUAL ACADEMY
This Letter of Intent ( “LOI”) is for the proposed development of the Sweetwater Union High School District Launch Virtual Academy (“Project”) to be developed at 1775 Millenia Avenue (APN 643- 060-57-00) in Chula Vista, California, and is dated for reference purposes only July 8, 2025 (the “Effective Date”), by and between the City of Chula Vista, a California charter city and municipal corporation (t he “City”) and Sweetwater Union High School District (“SUHSD”) (also collectively referred to herein collectively as the “Parties”), with reference to the following facts:
A. City is in the process of constructing a public library located at 1775 Millenia Ave nue, Chula Vista, California, 91915 (the “ Library”), housed within that certain office building containing approximately 168,000 square feet of space (the “ Building”) and adjacent parking areas, driveways, sidewalks, and other common areas (indoor and outdoor) available for the use of the general public and/or users and occupants of the Building (collectively, “Common Areas”).
B. SUHSD desires to lease certain portions of the Building (such portions, containing approximately 8,420 net square feet of the lower level ( the “Premises”) as shown in Exhibit A attache d hereto for SUHSD to operate educational programs, primarily housing the Launch Virtual Academy, a flexible, engaging, and equitable online public school experience serving students in grades 7 through 12 that reside in San Diego County.
C. Both City and SUHSD recognize and acknowledge the benefit to each arising from the use of the Premises by SUHSD and Launch Virtual Academy, and accordingly, City staff and SUHSD desire to enter into this LOI to establish the framework, terms and conditions upon which th e parties intend to negotiate in good faith a lease for the Premises (the “Lease”) and any other definitive agreements that the parties might find necessary or advisable in connection with these matters, to be presented to their respective governing boards for their consideration and approval.
1. Nature of the LOI
1.1 General Purpose. The general purpose of this LOI is to establish a framework and timeline for discussions between City and SUHSD for the negotiation of the terms and conditions of the Lease, including without limitation the allocation of the parties’ respective rights and obligations relating to the use and occupancy of the Premises by SUHSD and its students, faculty, staff, and gu ests (collectively, “SUHSD Users”), and the conditions precedent to the parties execution of the Lease.
1.2 Specific Objectives. During the “Term” (defined below) of this LOI the parties agree to meet and confer in good faith to negotiate the terms upon which the parties may be willing to enter into the Lease and any other definitive agreement(s) with respect to the use and occupancy of the Premises and Common Areas by the SUHSD Users (each, including without limitation the Lease, a “Definitive Agreement”). Any Definitive Agreement would be subject to approval by each party’s respective governing board, each acting in its sole discretion. The preliminary terms for such negotiations are set forth in Section 2 of this LOI, below.
1.3 Term. The initial term of this LOI (“Term”) shall commence on the Effective Date and terminate one (1) year thereafter. SUHSD and the City by mutual consent may elect, to extend the Term for two (2) periods of ninety (90) days each with written notice and confirmation at any time prior to the expiration of the initial Term, or first extension period, as applicable.
2. Key Terms. Upon the execution of this LOI, City staff (“City Staff”) and SUHSD staff (“SUHSD Staff”), and their respective representatives and consultants, and attorneys if a ny, shall, in good faith, attempt to negotiate the terms and conditions of the Lease and all other Definitive Agreements (if any). As currently contemplated by the parties, the Lease and any other Definitive Agreement shall contain terms and conditions sub stantially consistent with the following terms and conditions, and other terms and conditions to be negotiated by the parties:
2.1 Key Lease Terms and Conditions.
(a) In General. The Lease shall grant SUHSD and the other SUHSD Users the right to use and oc cupy the Premises, on an exclusive basis, and all Common Areas, on a non -exclusive basis, during the term of the Lease (the “Lease Term”). The SUHSD Users shall have the right to occupy and use the Premises for purposes relating to the Launch Virtual Academy, and for such other related uses as may be allowed pursuant to the Lease and any other Definitive Agreement. Should SUHSD desire to change the primary use from housing Launch Virtual Academy to another educational use, the parties will meet to discuss an alternative primary educational use. Any change in the primary use of the Premises is subject to City’s advance written consent, which shall not be unreasonably withheld.
(b) Lease Term. The Lease Term shall be for a minimum of ten (10) years and shall commence upon the date after City has completed the tenant improvements and delivered the space to SUHSD, and SUHSD has completed the installation of all of its systems and equipment so that SUHSD may commence using the Premises as intended, but no later than one hundred twenty (120) days after initial delivery of space to SUHSD. SUHSD shall have early entry rights to the Premises and Common Areas so that it can perform such installation work.
(c) Base Rent. The Base Rent for the Premises shall be negotiate d by the Parties as part of the negotiation of the Lease.
(d) Other Charges and Fees . SUHSD shall have no obligations or liabilities with respect to any costs, fees, expenses, and charges relating to the operation, maintenance, management, and/or ownership of the Premises, Library, Common Areas, and other parts of the Building, including without limitation all costs relating to operation, maintenance, repair, taxes, insurance, cleaning, and security (collectively, the “City’s O&M Costs”), and the City shall be solely responsible for all City’s O&M Costs.
Notwithstanding the foregoing and any contrary provision in this LOI, the City O&M Costs shall NOT include, and SUHSD shall be solely responsible for: (i) liability insurance with respect to the SUHSD use of the Premises and Common Areas, (ii) property insurance for any SUHSD owned property, (iii) cost of janitorial services for the Premises, (iv) any costs associated with information technology for the Premises, (v) any costs relat ed to claims or liabilities arising out of SUHSD use of the Premises or any SUHSD negligent act or omission (vi) cost for furniture, and (vii) separately metered (or submetered) utilities for the Premises. Notwithstanding any contrary provision in this LOI , SUHSD will agree to indemnify and hold the City harmless for any claims and liabilities related to the SUHSD’s use of the Premises in accordance with the mutually agreed upon terms of the Lease and any other applicable Definitive Agreements. Additionally, City hereby agrees that with respect to janitorial services for the Premises, SUHSD shall have the right, at its election, to contract with City’s janitorial service provider for the Building and/or reimburse the City directly for the costs of janitorial services to the Premises.
(e) Tenant Improvements. SUHSD shall coordinate with the City to develop Tenant Improvement plans and specifications for the buildout of tenant improvements within the Premises for the City to construct in conjunction with other tenant improvements. A ll tenant improvement design, construction, and project management costs will be reimbursed to the City by SUHSD.
(f) Maintenance and Repair . SUHSD shall be solely responsible for janitorial and cleaning services for the Premises (subject to the last sentence of subclause (c) above), and for costs of repairing any material damage to the Building to the extent caused by negligent acts, omissions, or willful misconduct of any SUHSD User, but otherwise all maintenance and repair of the Premises shall be the City’s obligation at its sole cost and expense. The City shall also maintain all Common Areas at its sole cost and expense, with no costs, fees, or charges being passed through to SUHSD.
(g) Parking. Notwithstanding any contrary provision in this LOI, the SUHSD Users will have the right, at no additional cost, charge or fee to SUHSD, to use the parking areas serving the Building on a non-exclusive basis, and City will not impose any cost, charge, or fee for parking during the Lease Term.
(h) Technology. SUHSD shall have the right, at its cost and subject to City approval, to install its information technology equipment and systems in the Premises, and portions of the Common Areas as may be reasonably required, including cabling, WiFi, and such other equipment and systems as SUHSD desires, and to operate such equipment and systems during the Lease Term. Neith er City nor any other user of the Building shall be allowed to access or use such equipment or systems, and without limiting SUHSD’s other rights to be set forth in the Lease, SUHSD shall have the right to install security to prevent any unauthorized use. If required to share common MDF/ID, SUHSD and City agree to use individual secured cabinets to ensure integrity of each respective party’s equipment.
(i) Access; Security. Notwithstanding SUHSD’s exclusive rights with respect to the Premises, the SUHSD Users shall have the right to access and use the Premises and Common Areas at all times designated by SUHSD with written notice to City, and to the extent that the Building is not open to the public at all such times the City shall allow SUHSD Users to still hav e the ability to access and use Premises and Common Areas. SUHSD shall have the right, at their cost and subject to approval by the City, to install a security system at the Premises which may include key card access and other equipment, if the City’s access and security systems are unable to satisfy all legal requirements that SUHSD is obligated to comply with under Federal and/or State and local laws, or insufficient to comply with SUHSD access and security standards and protocols for its facilities. City shall reasonably cooperate with SUHSD in connection with the design, installation, and operation of any security system installed by SUHSD.
(j) Vendors; Service Providers. City shall provide SUHSD with the names and contact information for the vendors and service providers used by the City at the Building and SUHSD shall have the right, but not obligations, to contract with such vendors and service providers, if elected by SUHSD, for any services that SUHSD needs or desires at the Premises.
2.2 Termination of LOI.
(a) For Breach. In the event either party fails to fulfill its obligations under this LOI, the non-defaulting party shall have the right to terminate the agreement for cause, after providing written notice and a reasonable opportunity to cure.
(b) Other Rights of Termination . SUHSD shall have the right to terminate its obligations under this LOI in the event that (a) SUHSD is unable to secure sufficient funding for the use and operation of the Premises as intended by SUHSD (including sufficient funding for all equipment needed for such use and operation), and/or (b) SUHSD determines, in its sole discretion, that it no longer desires to lease the Premises. These LOI termination rights only apply if the termination is initiated prior to the parties signing any Definitive Agreement and before City begins Tenant Improvements for SUHSD.
3. General Provisions.
3.1 Integration. This LOI expresses the complete understanding of the parties with respect to the subject matter herein and supersedes all prior proposals , agreements, representations and understandings. This LOI may not be amended except in a writing signed by both parties.
3.2 Further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this LOI and the intentions of the parties.
3.3 Each Party to Bear its Own Costs. Unless otherwise expressly agreed in writing, each party acknowledges and agrees that it sha ll bear its own costs incurred in connection with the implementation of this LOI without expectation or right of reimbursement from the other party.
3.4 Ongoing Evaluation of Legal Restrictions . Implementation of this LOI is subject to all applicable laws and the parties will continue to evaluate the impact of applicable laws to the transactions contemplated by this LOI and in the event such applicable laws limit, make impractical or unlawful any of the provisions contemplated by this LOI the Parties will negotiate in good faith alternate terms. The Lease and any other Definitive Agreement is intended to address the terms of this LOI in light of applicable legal requirements and restrictions.
3.5 Counterparts. This LOI may be executed in any number of counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any counterpart signature pages may be detached and assembled to form a single original document.
3.6 Incorporation. The Exhibits attached hereto are hereby incorporated by this reference into this LOI.
3.7 Drafting. In the event of a dispute between any of the parties hereto over the meaning of this LOI, both parties shall be deemed to have been the drafter hereof, and any applicable law that states that contracts are construed against the drafter shall not apply.
3.8 Notices. Any notice that may or must be given by either party under this LOI shall be in writing and shall be delivered (i) personally, or (ii) by a nationally recognized overnight courier, addressed to the party to whom it is intended. A notice shall be deemed delivered on the date received or when delivery is refused. Any notice given to City or SUHSD shall be sent to the respective address set forth below, or to such other address as that party may designate.
To Sweetwater Union High School District:
Dr. Moises G. Aguirre, Superintendent
Janea Quirk, Assistant Superintendent of Facilities and Operations 1130 5th Avenue Chula Vista, CA 91911
With a copy to:
Jennifer Carbuccia
General Counsel
1130 5th Avenue Chula Vista, CA 91911
To City:
276 Fourth Avenue
Chula Vista, CA 91910
Attn: City Manager
[email protected]
With a copy to:
276 Fourth Avenue
Chula Vista, CA 91910
Attn: City Attorney
[email protected]
3.9 Governing Law. This LOI will be governed by and in all respects construed in accordance with the laws of the State of California.
[NEXT PAGE IS SIGNATURE PAGE]
Sweetwater Union High School District:
By:____________________________________________
Name: _________________________________________
Title: Superintendent
By:_____________________________________________
Name:___________________________________________
Title: General Counsel
City of Chula Vista:
By:____________________________________________
Name: _________________________________________
Title: City Manager
By:____________________________________________
Name:__________________________________________
Title: City Attorney