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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
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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 Imple mentation 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 lette r 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
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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 Autho rity 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 i n 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 P hase 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.
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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.
(Signatures to First Amendment to Project Implementation Agreement)
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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]
(Signatures to First Amendment to Project Implementation Agreement)
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[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
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(Signatures to First Amendment to Project Implementation Agreement)
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[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
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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: _______________________________