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 o f 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
Resolution No.
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, t he 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.
Resolution No.
Presented by Approved as to form by
Sarah Schoen Marco A. Verdugo
Deputy City Manager City Attorney