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June 2, 2026
ITEM TITLE
Contract Amendment: Approve the First Amendment of the Project Implementation Agreement Related to the Financing and Development of the Bayfront Resort and Convention Center Report Number: 26-0204
Location: Parcel H-3 of the Chula Vista Bayfront Master Plan Area Department: City Manager
G.C. § 84308 Regulations Apply: No
Environmental Notice: The Project is adequately covered in a 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).
Recommended Action
Adopt resolutions A) Approving the first amendment to the Project Implementation Agreement between the City of Chula Vista, the Bayfront Project Special Task Financing District, the San Diego Unified Port District, the Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, LLC ., and B) Acting as the legislative body of the Bayfront Project Special Tax Financing District, approving the first amendment to the Project Implementation Agreement between the City of Chula Vista, the Bayfront Project Special Task Financing District, the San Diego Unified Port District, the Chula Vista Bayfront Facilities Financing Authority, and RIDA Chula Vista, LLC.
SUMMARY
In June of 2021, the City Council approved the principal financing and implementation documents for the Gaylord Pacific Resort and Convention Center project (“RHCC Project”) . This approval included the Project Implementation Agreement (PIA), which obligated RIDA Chula Vista, LLC (“RIDA”) to cause the development and construction of the Convention Center and extensive public infrastructure improvements.
Staff is recommending a first amendment to the PIA. This amendment would update the timing of releasing Chula Vista Bayfront Facilities Financing Authority ( “Authority”) trustee funds to the Authority for application in accordance with the Fourth Amended and Restated Revenue Sharing Agreement (“Revenue Sharing Agreement”) between the City and the San Diego Unified Port District.
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The proposed revisions maintain sufficient reserves for any remaining Developer-related obligations while providing flexibility for the City and Port District to access reimbursements that were incorporated into each agency’s financial planning and budgets.
ENVIRONMENTAL REVIEW
The 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). Therefore, no further environmental review is required.
BOARD/COMMISSION/COMMITTEE RECOMMENDATION
This amendment to the Project Implementation Agreement will be presented to the Chula Vista Bayfront Facilities Financing Authority on June 17, 2026.
DISCUSSION
The Chula Vista Bayfront Master Plan (CVBMP) represents a long-term collaborative effort between the City of Chula Vista (“City”) and the San Diego Unified Port District (“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.
Phase 1 implementation of the CVBMP includes the development of the Gaylord Pacific Resort and Convention Center project (“RHCC Project”), associated public infrast ructure improvements, parks, and related amenities.
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. Subsequent actions refined the financing structure, public agency contributions, and implementation responsibilities associated with the project.
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 (“PIA”).
On May 10, 2022, the City Council approve d additional financing-related actions associated with increased project construction costs and modifications to the financing structure resulting from market volatility, inflationary pressures, and construction cost escalation. These actions included approval of additional public contributions, amendments to financing agreements, and revisions to the Revenue Sharing Agreement intended to preserve the financial feasibility of the RHCC Project while maintaining the overall financing framework previously approved by the City and Port District.
Under the approved financing structure, the City and Port District committed to financing a public contribution toward construction of the convention center and certain Phase 1A infrastructure improvements through Author ity-issued debt and other pledged revenue sources. RIDA Chula Vista, LLC (“RIDA”) was obligated to construct the resort hotel, convention center, parking structure, and developer - related infrastructure improvements.
The PIA is between the City, the Bayfront Project Special Tax Financing District, the Port District, The Chula Vista Bayfront Facilities Financing Authority (“Authority”), and RIDA. The PIA obligated RIDA to develop and P a g e | 3
construct the Convention Center and certain Phase 1A Infrastructure Improv ements. The Gaylord Pacific Resort and Convention Center opened on May 15, 2025 and the City, Port District and RIDA have been working together to finalize the remaining details.
As part of the financing structure, for Bonds issued by the Authority on May 26, 2022, an Authority Surplus Fund was established to hold certain residual project revenues. Staff recommend amending two sections of the PIA to clarify how the Authority Surplus Fund may be used.
Both the City and the Port District anticipated the availability of these reimbursements for Bayfront-related expenditures and incorporated the projected reimbursements into their respective budgets.
Proposed Amendment to the PIA
The proposed amendment to the PIA revises Section 9.2.1.5(c) and Section 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, as long as the balance remaining in the Authority Surplus Fund is at least $3,000,000 (or a lesser amount with the consent of the Developer).
This amendment preserves the original intent of maintaining sufficient funds to satisfy any remaining Developer-related obligations, while establishing a minimum balance req uirement that is consistent with other reserve provisions within the PIA. It also clarifies that, so long as the minimum reserve balance is maintained, the Authority may direct transfers from the Authority Surplus Fund for any lawful purpose permitted under the Indenture and Revenue Sharing Agreement.
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 property -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 informed 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
Approval of this resolution will allow the Authority to reimburse the City’s General Fund per the Revenue Sharing Agreement for 73.6% of the Bayfront Fire Station operating costs. This reimbursement was included in the fiscal year 2025-26 budget.
ONGOING FISCAL IMPACT
This amendment will allow the Authority to make annual distributions to reimburse the City’s General Fund consistent with the Revenue Sharing Agreement for 73.6% of the Bayfront Fire Station operating costs. The revenue is estimated to be $3,099,702 in the fiscal year 2026-27 budget and will continue to be incorporated into the annual budget process.
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ATTACHMENTS
1. First Amendment to Project Implementation Agreement
2. Project Implementation Agreement
Staff Contact: Sarah Schoen, Deputy City Manager