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September 9, 2025
ITEM TITLE
Agreement: Approve the Fourth Amended and Restated Operating Agreement Between the City of Chula Vista and the Living Coast Discovery Center
Report Number: 25-0190
Location: Living Coast Discovery Center, 1000 Gunpowder Point Drive, Chula Vista, CA 91910 Department: City Manager
G.C. § 84308 Regulations Apply: Yes
Environmental Notice : The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.
Recommended Action
Adopt a resolution approving the Fourth Amended and Restated Operating Agreement between the City of Chula Vista and the Living Coast Discovery Center.
SUMMARY
Effective February 6, 2010, the City of Chula Vista and the Living Coast Discovery Center (LCDC) agreed on the terms and conditions of a license to manage and control LCDC operations, pursuant to a formal "operating Agreement." Since then, the Parties have agreed to modify and/or extend the operating Agreement . The Agreement as proposed will extend LCDCs operation of the center through June 30, 2029.
ENVIRONMENTAL REVIEW
The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that 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.
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BOARD/COMMISSION/COMMITTEE RECOMMENDATION
Not applicable.
DISCUSSION
Effective February 6, 2010, the City of Chula Vista and the Living Coast Discovery Center agreed on the terms and conditions of a license to manage and control LCDC opera tions, pursuant to a formal operating agreement.
Since then, the Parties have agreed to modify and/or extend the operating Agreement as follows: (1) On or about November 23, 2010, the Parties agreed to amend the operating Agreement in order to extend the term until June 30, 2012; (2) Effective July 1, 2012 the Parties entered into a new Operating Agreement for a period of 1 year, ending June 30, 2013; (3) On June 11, 2013, the Parties entered into that certain First Amendment to extend the Operating Agreement until June 30, 2014; (4) On or about June 19, 2014 the City Manager agreed to extend the Operating Agreement until September 30, 2014; (5) On October 1, 2014, the Parties entered into that certain Amended and Restated Operating Agreement for the term ending December 31, 2015; (6) On February 4, 2016 the City Manager extended the term to June 30, 2017; (7) On July 1, 2017, the Parties entered into the Second Amended and Restated Operating Agreement for the term ending December 31, 2018, and in June 2019, the City Manager extended the term to June 30, 2020; (8) On July 1, 2020, the Parties entered into the Third Amended and Restated Operating Agreement for the term ending December 31, 2021; (9) In May 2022, the City extended the term of the Third Amended and Restated Agreement to June 30, 2023; and the Parties then mutually agreed in writing to further extend the Third Amended and Restated Operating Agreement term until September 9, 2025.
In order to further extend the Operating Agreement, and to upd ate, certain provisions thereof, the Parties now desire to enter into this Fourth Amended and Restated Operating Agreement.
The Fourth Amended and Restated Operating Agreement includes:
A fixed term through June 30, 2029.
Compliance with a future Tideland Use and Occupancy Permit; Maintenance and Repair. The Operator must comply with the future terms of a Tideland Use and Occupancy Permit with the Port of San Diego, including responsibility for certain maintenance of adjacent Port-owned land used for parking, walkways, and driveway to LCDC.
City shall continue to pay for LCDC utilities (electric, water and telecommunications) and fuel for shuttle services.
LCDC shall reimburse the City for Microsoft 365 accounts/ licenses, and the City shall provide IT support services, internet access and backup/data recovery.
Payment of Debt Service on LCDC Improvements. City shall continue to pay debt service to finance amounts loaned to City for construction of certain of the LCDC Improvements and shall strictly comply with any and all covenants and agreements entered into in connection therewith. The City’s anticipated payoff date of these amounts is 2036.
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Performance Audit. The City is entitled to engage an independent auditor to co mplete one performance audit at the City’s expense during calendar year 2028. Operator shall cooperate in all respects with the audit, including providing the auditor with access to all documents necessary to complete the audit.
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 p roperty-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 infor med 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 additional fiscal impact as a result of this action as the Fourth Amended and Restated Operating Agreement continues to provide financial support and in -kind services which were included in the City's adopted budget for fiscal year 2025-26 for approximately $277,461 ($91,931 in General Fund debt service payments, $13,136 in General Fun d fleet maintenance charges, $172,404 in Living Coast Discovery Center Fund utilities and other expenses). The City also expects to receive a nominal amount in revenue for LCDC’s reimbursement related to Microsoft 365 accounts/licenses.
ONGOING FISCAL IMPACT
This resolution approves a Fourth Amended and Restated Operating Agreement that will expire on June 30, 2029. Future financial support for the Living Coast Discovery Center will continue to be included the annual budget development process.
ATTACHMENTS
1. Fourth Amended and Restated Operating Agreement between the City and the Living Coast Discovery Center
Staff Contact: Courtney Chase, Deputy City Manager