cdc 2025 AR 06/10 third amendment to costco ground lease

ACTION:
____________________________

Clerk/Secretary
Department: City Manager Item No: C8
Prepared by: London Adams, Management Analyst Meeting Date: June 10, 2025 Approved by:

Imelda Huerta, Assistant City Manager
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: THIRD AMENDMENT TO COSTCO GROUND LEASE
RE
COMMENDATION: Adopt Community Development Commission Resolution No. 2025- , approving the Third Amendment to the Ground Lease between the Community Development Commission of the City of Vista and Costco Wholesale Corporation.

CO
RRELATION TO CITY COUNCIL GOALS: Economic Development.

PRIOR ACTION: On March 23, 1993, adopted City Council Resolutions No. 93-33, approving the lease of property for development pursuant to the Redevelopment Plan; No. 93-34, ratifying the approval of a letter of intent with Costco Wholesale Corporation; and No. 93-35, approving a master ground lease of city- owned property to the Community Development Commission of the City of Vista for purposes of Redevelopment (Vote: 3-0, Cole abstain, McCellan absent).

PRIOR COMMUNITY DEVELOPMENT ACTION: On July 28, 1998, adopted Community Development Commission Resolution No. 98-31, approving a First Amendment to the Ground Lease with Costco Wholesale Corporation to permit construction and operation of a motor-vehicle fueling facility, following Planning Commission approval of a Special Use Permit and Mitigated Negative Declaration (Vote: 5-0).

STATEMENT ON THE SUBJECT: The City of Vista, through its Community Development Commission (CDC), entered into a Ground Lease with Costco Wholesale Corporation for approximately 14 acres of real property in 1993. The Original Lease Agreement was executed and adopted by City Council on June 17, 1993. The Lease has been amended twice: the First Amendment was executed on July 28, 1998, and the Amended and Restated Second Amendment was executed on January 31, 2025.

The Lease is currently scheduled to expire on December 31, 2033. The proposed Third Amendment extends the term for an additional fifteen (15) years, beginning January 1, 2034, and ending December 31, 2048. The Base Rent during the Third Extension Term will remain the same as the Base Rent in effect at the end of the Second Extension Term (Exhibit 2).

F
ISCAL IMPACT: Costco pays the City an annual base rent, which was adjusted to $483,880.35 as of January 1, 2019, based on a 7% increase in the Consumer Price Index (CPI).

AGENDA
REPORT

CITY COUNCIL

C OMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
06/10/2025
C8
1 of 82
MEETING DATE: June 10, 2025 PAGE 2
SUBJECT: THIRD AMENDMENT TO COSTCO GROUND LEASE
EXHIBITS:

1. Community Development Commission Resolution No. 2025- , approving the Third Amendment to the G
round Lease between the Community Development Commission of the City of Vista and Costco W
holesale Corporation

2. Third Amendment to Costco Ground Lease

3. Original Lease Agreement

4. Amendment 1 to Costco Ground Lease

5. Amendment 2 to Costco Ground Lease
06/10/2025
C8
2 of 82
00056394 5
RESOLUTION NO. 2025-

A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF

THE CITY OF VISTA, CALIFORNIA, APPROVING THE THIRD AMENDMENT

TO THE GROUND LEASE OF COSTCO WHOLESALE CORPORATION
The Community Development Commission does resolve as follows:

1. Findings. The Community Development Commission hereby finds and declares the following:

A. The City of Vista, through its Community Development Commission, previously entered into a Ground Lease with Costco Wholesale Corporation for approximately 14 acres of City-owned property located within Redevelopment Project No. 1.

B. The Original Lease was executed on June 17, 1993, and approved by City Council Resolutions No. 93-33, 93-34, and 93-35.

C. The Lease was amended by a First Amendment dated July 28, 1998, and further amended by an Amended and Restated Second Amendment executed on January 31, 2025.

D. The current term of the Lease is scheduled to expire on December 31, 2033.

E. The proposed Third Amendment extends the Lease term for fifteen (15) additional years, commencing January 1, 2034, and expiring December 31, 2048.

2. Action.

A. The Community Development Commission hereby approves the Third Amendment to the Ground Lease between the Community Development Commission and Costco Wholesale Corporation, attached hereto as Exhibit A, and the Executive Director of the Community Development Commission is authorized to sign the amendment.

3. Adoption. PASSED AND ADOPTED at a meeting of the Community Development Commission of the City of Vista held on June 10, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, COMMISSION COUNSEL
By:

APPROVED
Walter C. Chung
20250603133931
JOHN B. FRANKLIN, CHAIRPERSON
ATTEST:

KATHY VALDEZ, COMMISSION SECRETARY
By:
06/10/2025
C8
3 of 82
EXHIBIT 1
06/10/2025
C8
4 of 82
EXHIBIT 2
06/10/2025
C8
5 of 82
06/10/2025
C8
6 of 82
Location #124
Vista CA
1 AMENDED AND RESTATED SECOND AMENDMENT TO GROUND LEASE

THIS AMENDED AND RESTATED SECOND AMENDMENT TO GROUND LEASE (this “Amendment”), is made and entered into as of this ____ day of January, 2025 (the “ Restatement Date”), by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA, a public body, corporate and politic (“Landlord”), and COSTCO WHOLESALE CORPORATION, a Washington corporation (“Tenant”).

Recitals

A. Landlord and Tenant are parties to that certain Ground Lease dated June 17, 1993 , as amended by that certain First Amendment to Ground Lease dated July 28, 1998, and as further amended by that certain Second Amended to Ground Lease dated September 25, 2024 (collectively, the “Lease”), for approximately 14 acres of real property located in Vista, California, as more particularly described therein (the “Premises”).

B. Landlord and Tenant desire to amend and restate the terms of the Second Amendment to Ground Lease to correct the commencement date of the ten (10) year extension term of the Lease (the “Second Extension Term”) subject to the terms and conditions set forth below.

Agreement

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:

1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. Amendment and Restatement. This Amendment amends, restates, and supersedes the Second Amendment to Ground Lease. As of the Restatement Date, the Second Amendment shall be of no further force or effect.

3. Term. The Second Extension Term shall be for ten (10) years, beginning on January 1, 2024 and expiring on December 31, 2033.

4. Notices. Section 22.6 of the Lease is hereby deleted and replaced in its entirety with the following:

“Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered to the party who is to receive such notice at the address specified herein: (i) in person, (ii) by overnight courier, or (iii) mailed by certified mail, postage prepaid. If sent by overnight courier, the notice shall be deemed to have been given one (1) day after sending. If mailed by certified mail with postage prepaid, the notice shall be deemed to have been given on the date that is three (3) business days following mailing. Either party may change its address by giving not less than fifteen (15) days’ prior written notice thereof to the other party (a “Notice Address Change”). Notice shall be delivered to the address(es) as set forth below; provided, however, that if: (a) fee title to the Premises is transferred or conveyed to a third party, and (b) Tenant has not received written notice of such transfer of conveyance, together with a Notice Address Change; then Tenant may continue to send all notices to Landlord at the address set forth below or at the address for the owner of the Premises on file with the governmental entity in charge of assessing real property taxes.

Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 31st
06/10/2025
C8
7 of 82
Location #124
Vista CA
2 To Tenant: Costco Wholesale Corporation
999 Lake Drive
Issaquah, WA 98027
Attn: Legal Dept/Property Management
Re: Location #124 (Vista CA)

To Landlord: Housing & Homeless Services Division
200 Civic Center Dr.

Vista, CA 92084
Attn: Jonathan Lung, Homeless Services Program
Manager

5. Miscellaneous.

a. This Lease, except as amended herein, is in all other respects fully ratified and confirmed.

b. This Amendment shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties hereto.

c. This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements with respect to the matters set forth herein. In case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

d. Landlord represents and warrants that it is the Landlord under the Lease, that Landlord has full power and authority to enter into this Amendment and to amend the Lease, and that Landlord does not need the consent of any lender holding a mortgage or a deed of trust on the Premises or any other party to enter into this Amendment.

e. If any provision of this Amendment or the application thereof to any person or circumstances is or shall be deemed illegal, invalid, or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Amendment shall be interpreted as if such illegal, invalid, or unenforceable provision did not exist herein.

f. This Amendment may be executed in any number of counterpart originals, each of which, when taken together, shall be deemed to be one and the same instrument. Executed copies of this Amendment may be delivered between the parties via electronic mail and such shall be deemed effective and binding upon the parties as if such document was an original.

[Remainder of Page Left Blank; Signatures on Following Page]

Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
8 of 82
Location #124
Vista CA
Signature Page to Amended and Restated Second Amendment to Ground Lease IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

LANDLORD:

COMMUNITY DEVELOPMENT

COMMISSION OF THE CITY OF VISTA,
a public body, corporate and politic

Print Name: John Conley
Title: Executive Director

ATTEST:

Print Name: Kathy Valdez
Title: Commission Secretary

APPROVED AS TO FORM:

Print Name: Walter Chung
Title: Commission Counsel

RISK MANAGEMENT REVIEW:

Print Name: Analisa Holbrook
Title: Risk Manager

TENANT:

COSTCO WHOLESALE CORPORATION,
a Washington corporation

Print Name: Gail E. Tsuboi
Title: VP/Assistant Secretary

APPROVED
Walter C. Chung
20250121092601

Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
9 of 82
Dece mber 14, 2018
Successo r Age ncy to the Vista Redeve lopment Age ncy
Amanda Lee, Housing Progra ms Mana ge r
200 C ivic Drive
Vista, CA 92084
Re: # 124 Vista Cos tco Who lesa le Lease - Rent Increase Dea r Amand a:

Direct Dial: (42 5) 3 13-6773
Facsimile: (425) 416-9026
Email : sstrod [email protected]
[via UPS O verni ght & Email]
Pursuant to Sec tion 3 .3 (Cos t of Living Increases) of the Gro und Lease dated Jun e 17, 1993 as amended , the A nnual Base Rent shall be increased on that date w hich is five years (61h anni versa ry) from the first day o f the first full ca lendar month from the Co mmence ment Date ( Dece mber 8, 1993) and every 5 years therea fter, includin g lease extension peri ods.

Be low is the calculation for the increase due January 1, 2019 .

Base Rent Escalation Calculation
CPI Index All Urban Consumers 1982-1984 = 100 Los Angeles , Los Angeles-Long Beach-Anaheim , CA Rental Adju stment Date I ( 12/201 3):

Rental Adju stm ent Date 2 ( 11 /2018 ):

Rental Adju stment Perce ntage:

Current Annu al Base Rent:

Rental Adju stm ent Period Increase% (4 .0% Min ; 7.0% Max):

New Annu a l Base Rent:

Thanks a nd please co ntact me w ith any que stions.
~~ Sco tt Strodel
Prope1ty Manage r
cc . Rea l Estate Acco untin g
238 .742
268 .560

12.49%
$452 ,224. 63

7.0%
$483,880.35
.,./
999 Lake Drive • Issaquah, WA 98027 • www.costco.com
Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
10 of 82
Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
11 of 82

MASTER GROUND LEASE
Parcel A)
THIS MASTER GROUND LEASE ( the " Lease") dated as of March 23, 1993, is made and entered into by and between the CITY OF VISTA the " City"), a municipal corporation organized and existing under and by virtue of the constitution and the laws of the State of California, as lessor, and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA (" CDC"), a community development commission established and existing under Part 1. 7 of Division 24 of the California Health and Safety Code, as lessee, with regard to the following:

RECITALS
A. The City is the owner of the fee interest in and to that certain real property (" Premises") in the City of Vista, San Diego County, California, more particularly described in Exhibit A."
B. The CDC is a community development commission
established pursuant to the provisions of Part 1. 7 of Division 24 of the California Health and Safety Code and has all of the powers, duties and responsibilities of a redevelopment agency established pursuant to the provisions of Part 1 of Division 24 of the California Health and Safety Code cited as the " Community Redevelopment Law."
C. The City desires to assist the CDC in the undertaking, construction and operation of the redevelopment project known as Redevelopment Project No. 1 by leasing the Premises to the CDC and the CDC desires to lease the Premises from the City in order to promote redevelopment.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION THE RECEIPT D ADE~ u~ ur' W- HiCH iS HEREBY ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS:

SECTION 1. Master Ground Lease.

The City hereby leases the Premises to the CDC and the CDC hereby leases the Premises from the City, on the terms and conditions hereinafter set forth.

SECTION 2. Term.

The term of this Lease shall commence on the date hereof and shall end on September 23, 2033, unless such term is extended or sooner terminated as hereinafter provided.

T100/ JAC: 03/ 12/93
06/10/2025
C8
12 of 82
EXHIBIT 3
SECTION 3. Rental.

3. 01 Base Rent. The City acknowledges receipt from the CDC as and for rental hereunder for the Premises under this Lease the sum of One Dollar ($ 1. 00) which shall constitute the Base Rent for the entire term of this Lease.

3. 02 Additional Rent. The CDC shall pay to the City, as Additional Rent," an amount equal to the rents collected by the CDC under any sublease of the Premises or any part thereof minus the total of: ( a) expenses and taxes paid or incurred by the CDC pursuant to Section 14, and ( b) the reasonable costs incurred by the CDC in administering any subleases. The payment of any Additional Rent shall be due within 30 days of date of receipt of any rents collected by the CDC under any sublease or subleases.

SECTION 4. Purpose.

The CDC may use the Premises for any purpose authorized or permitted by the Community Redevelopment Law.

SECTION 5. Owner in Fee.

The City covenants, represents and warrants that it is the owner in fee of the Premises.

SECTION 6. Assignment and Subleases.

The CDC may not assign its rights under this Lease except with the prior written consent of the City. The CDC may, at any time and from time to time, without the consent of the City, sublease any or all of the Premises in one or more subleases.

SECTION 7. Right of Entry.

The City reserves the right for any of its duly authorized representatives to enter upon the Premises at any reasonable time to inspect the same or to make any improvements or changes necessary for the preservation thereof.

SECTION 8. !~ provements; Ownership at Termination.

At any time, from time to time, CDC may, without the
consent of the City as lessor under this Lease, construct or cause or permit the construction of any buildings or improvements upon the Premises and may demolish, remove, replace, alter, relocate or add to such buildings or improvements and may modify or change the contour or grade or both of the land. The City, acting in its capacity as a municipal corporation and not as lessor under this Lease, shall have the right to require its approval for any such acts in the same manner that the City may require approval for such acts upon property for which the City is not the lessor. The CDC agrees, upon termination of this 2 -
06/10/2025
C8
13 of 82
Lease, to quit and surrender the Premises in good order and condition and agrees that any permanent improvements and structures existing upon the Premises at the time of the termination of this Lease shall remain thereon and title thereto shall vest in the City at such time.

SECTION 9. Lessee' s Right to Grant Easements.

The CDC shall have the right at any time and from time to time, without the consent of the City, to grant to public entities, public utilities or public service corporations any and all rights of way or easements on or over the Premises.

SECTION 10. Mortgages.

The CDC shall have the right at any time and from time to time, without the consent of the City, to encumber the leasehold estate with one or more mortgages, deeds of trust, or other security instruments and to permit any sublessee to encumber the subleasehold interest with one or more mortgages, deeds of trust or other security instruments.

SECTION 11. Default.

In the event the CDC shall be in default in the performance of any obligation on its part to be performed under the terms of this Lease, which default continues for 90 days following notice and demand for correction thereof to the CDC, the City may exercise any and all remedies granted by law except that if such default is not reasonably susceptible of cure with such 90 day period and if the CDC has commenced the cure within the 90 day period and diligently pursue cure of the default, the City shall not exercise any of its remedies so long as the CDC is diligently pursuing the cure of such default.

SECTION 12. Ouiet Enjoyment.

The CDC at all times during the term of this Lease shall peaceably and quietly have, hold and enjoy all of the Premises.

SECTION 13. Waiver of Personal Liability.

All liabilities under this Lease on the part of the CDC shall be solely liabilities of the CDC as a community development commission, and the City hereby releases each and every director and officer of the CDC from any personal or individual liability under this Lease. No director or officer of the CDC shall at any time or under any circumstances be individually or personally liable under this Lease to the City or to any other party whomsoever for anything done or omitted to be done by the CDC hereunder.
3 -
06/10/2025
C8
14 of 82
SECTION 14. Expenses and Taxes.

The CDC covenants and agrees to pay or secure the payment of any and all assessments of any kind or character and also taxes, including, without limitation, possessory interest taxes, levied or assessed upon the Premises ( including, without limitation, both land and improvements). The City agrees that the CDC or the CDC designee shall have the right to vote on behalf of the City, or to approve the manner in which the City, as owner of the fee interest in the Premises, may vote, upon the formation of any taxing or assessment district which shall have the power to levy a special tax upon the Premises. The CDC agrees to pay or secure the payment of any and all utilities and operating expenses of any kind or character imposed upon the Premises or any
improvements thereon.

SECTION 15. Eminent Domain.

In the event the whole or any part of the Premises or any improvements thereon shall be taken by eminent domain
proceedings, the award shall be paid to the CDC.

SECTION 16. Partial Invalidity.

If any one or more of the terms, provisions, covenants or conditions of this Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants or conditions of this Lease shall be affected thereby, and each provisions of this Lease shall be valid and enforceable to the fullest extent permitted by law if enforcement would not frustrate the overall intent of the parties ( as such intent is manifested by all provisions of the Lease, including such invalid, void or otherwise unenforceable portion).

SECTION 17. Notices.

Ail notices, statements, demands, consents, approvals,
authorizations, offers, designations, requests or other communications given under this Lease by either party to the other shall be in writing and shall be deemed to be properly given and served upon the other party if delivered personally or five ( 5) business days after being mailed by United States mail, return receipt requested, postage prepaid, and, if to the City, addressed to City of Vista, 600 Eucalyptus Avenue, Vista, California 92083, Attn: City Manager, or if to the CDC, addressed to the Community Development Commission of the city of Vista, 600 Eucalyptus Avenue, Vista, California 92083, Attn:

Executive Director, or to such other addresses as the respective parties may from time to time designate by notice in writing. 4 -
06/10/2025
C8
15 of 82
SECTION 18. Section Headinqs.

All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease.

SECTION 19. Execution.

This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but altogether shall constitute but one and the same lease.

SECTION 20. Successors.

All of the covenants, stipulations, promises, and agreements contained in this Lease by or on behalf of, or for the benefit of, either of the parties hereto, shall bind or inure to the benefit of the successors and assigns of the respective parties.

SECTION 21. Amendments.

This Lease may be amended only by a written instrument
executed by the parties hereto.

SECTION 22. Law Governing.

This Lease shall be construed and governed in accordance with the laws of the State of California.

SECTION 23. Inteqration.

This Lease shall comprise the complete and integrated
agreement of the parties hereto and shall supercede all prior agreements, oral or written, with respect to the subject matter hereof.

SECTION 24. Sublessee Protections.

24. 1 Amendments. The City and the CDC agree that any
amendment or modification of this Lease which may adversely affect the rights or remedies of any sublessee under any sublease of the Premises or portion of the Premises by the CDC shall not be binding upon any such sublessee unless such sublessee has consented to the amendment or modification in writing.

24. 2 Nondisturbance/ Attornment. The City agrees to enter into a nondisturbance and attornment agreement with any sublessee who requests that the City enter into such an agreement, provided that the City is satisfied with the financial stability of the sublessee. The nondisturbance and attornment agreement shall provide that, if this Lease shall terminate prior to the expiration of the term of this Lease by reason of a default by the CDC, the sublease shall continue, without any further action 5 -
06/10/2025
C8
16 of 82
by any person, as a direct lease between the City ( as lessor) and the sublessee ( as lessee).

IN WITNESS HEREOF, the City and the CDC have caused this Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF VISTA
SEAL)
ATTEST:

APPROVED AS TO FORM:

COMMUNITY DEVELOPMENT

COMMISSION OF THE CITY OF VISTA
SEAL)
ATTEST
SECR~ARY
APPROVED AS TO FORM:

COMMISSION ATTORNEY
6 -
06/10/2025
C8
17 of 82

STATE OF CALIFORNIA )
S.

On . ./~¢,~. before me, the undersigned, a Notary Public' in and fQr said County and~ Sta.te, personally appeared ~.'~.' ~/~ ~ ~.. Y~/.' 3 ~ ~./,/~ ~ and ~'~ ._~ ~[ ~ ~_ ~ , personally/~o~ to me (~.-~-~-- ~ he-- basis--of
satisfa~ to~ evidence) to be the person whose name is subscribed to the within instrument as the Mayor and the City Clerk, respectively, of the City of Vista and ac~ owledged to me that the City executed it pursuant to a resolution adopted by the City Council of the City.

WITNESS my hand and official seal.

Seal) ~../ ' ~'- / ~ ~ /'~ 1~
in and f° r said ~ ate
Z%~?~~ ~ My commission expires:

Co~ O. Exp. NOv
7 -
06/10/2025
C8
18 of 82

STATE OF CALIFORNIA )
SS.

COUNTY OF )
On.--./ j~ I{:/~j~.% /// V, before me, the undersigned, a Nota~ Pub~i6 in an~ f~,~ aid~County anita., personally
appeared (~/~'~/'/~ .. ~ c-. /~I~'~[~,~,~ and .~.(~ ~~ C~.~ , personally knOWn to me (~_~~-~-~- . the basis of
tisfactory evidence) to be the person whose name is subscribed to the within instrument as the Chaiman and the Secretary, respectively, of the Co. unity Development Co~ ission of the City of Vista and acknowledged to me that said Co-- unity Development Co~ ission of the City of Vista executed the within inst~ ment pursuant to its by- laws or a resolution of its Board of Directors.

WITNESS my hand and official seal.

Seal) Q_~. --'//~) ~~..~ ~ O~.~~~S t a
OFFICIAL NOTARY SEAL ~ Notary ~ ubli//in~
te
k~~'~ SA~.~ OtE~COU~: W ~ My co~ ission e~ ires:
m. Exp. NOV0~.~5
8 -
06/10/2025
C8
19 of 82
06/10/2025
C8
20 of 82
Escrow No.: 1065423TE

JOINT ESCROW INSTRUCTIONS

1. Parties.

These Joint Escrow Instructions ( the " Joint Escrow
Instructions"), dated March 23, 1993, are made and entered into by and between COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA.

Agency"), COSTCO WHOLESALE CORPORATION, a Washington corporation Costco") and FIRST AMERICAN TITLE INSURANCE COMPANY, (" Escrow Holder"). Agency, Costco or Escrow Holder may be referred to herein as a " Party" or, collectively, as the " Parties".

2. Recitals.

2. 1. The Agency staff and Costco have negotiated ( a) a form of a ground lease ( the " Ground Lease") providing for the lease by the Agency to Costco of approximately fourteen ( 14) acres of land in Vista, California, ( b) a form of completion guaranty ( the Completion Guaranty") evidencing Costco' s obligation to build the proposed building under the terms and conditions provided in the Ground Lease, and ( c) a disposition and development agreement ( the DDA") providing for the development of the proposed building and the Agency's reimbursement of certain costs related to a community facilities district.

2. 2. The Agency staff has determined that entering' into the Ground Lease, Completion' Guaranty and DDA and the development of the' project contemplated thereby will require certain public hearings, resolutions- and administrative actions to approve the draft agreements and the related land use approvals and that various notices and reviews by affected agencies will be required in . connection therewith.

2. 3. Costco intends to make the necessary applications for an amendment to the Vista Gateway Specific Plan, a Site Development Plan and other necessary submissions for the " Government Approvals" as such term is defined in the draft Lease). The Agency and the City of Vista intend to take the necessary steps to consider these applications'and to give the necessary notices, hold the necessary hearings and to propose the necessary resolutions and
administrative actions.

2. 4. Costco intends to proceed with its due diligence and planning for the proposed project during the processing and consideration of the draft Ground Lease, Completion Guaranty, DDA and the Governmental Approvals. The draft DDA and Lease contemplate various conditions to Costco' s obligations to proceed with the development, which include among other matters, the satisfactory completion of the Government Approvals process. 1574S000{{02~2i~ 747.19R 1
06/10/2025
C8
21 of 82

2. 5. The Agency has required that Costco place a $ 100, 000 deposit into escrow as evidence of Costco' s good faith during the processing of the Ground' Lease, Completion Guaranty, DDA and the Governmental Approvals, and Costco is willing to place such deposit into escrow.

2. 6. Accordingly, the Agency and Costco are entering into these joint escrow instructions.

3. Deposit.

Costco. has . deposited with the Escrow Company the sum of One Hundred Thousand Dollars ($ 100, 000).

4. Escrow.

An escrow ( the " Escrow") to hold the Deposit shall be opened with First American Title Insurance Company ( the " Escrow Holder").

The Parties shall execute such supplemental escrow instructions as are reasonably required to implement the terms and provisions of these Joint Escrow Instructions, provided that neither party shall be obligated to agree to any supplemental instructions which impose any additional obligations on the parties.

5. Investment of Deposit.

The Deposit shall be placed in an interest bearing money- market account established by Escrow Holder at a federally insured institution acceptable to the Agency and Costco. All interest earned on the Deposit shall belong to Costco and shall be payable to Costco upon demand.

6. Costco' s Right to Terminate.
a) If Costco determines in its sole and absolute discretion that the conditions to Costco' s obligations under these Joint Escrow Instruction will not be satisfied within the time specified therefor under Subsection 6( b) below, Costco may terminate these Joint Escrow Instructions by written notice to the Agency. In the event of the termination of these Joint Escrow Instructions pursuant to this Section 6, Costco shall be released from its obligations under these Joint Escrow Instructions and from any other liability or obligation in connection with the proposed transactions ( except for the indemnity under Section 8( a) below).

Upon such termination, the Deposit plus all interest thereon shall be returned to Costco, except for any portion thereof which has been released to the Agency pursuant to Section 7 below. If Costco fails to approve or disapprove any condition to Costco' s obligations under these Joint Escrow Instructions within the time provided for under Section ( b) below, then Costco shall be deemed to have disapproved such condition and terminated these Joint Escrow Instructions.
157& S00080- Z1 :~767. 192 2
06/10/2025
C8
22 of 82
b) Costco' s obligations under these Joint Escrow
Instructions are conditioned upon ( i) the satisfaction of the conditions described in Section 2. 3.5. ( e) of the draft DDA captioned " 45- Day Conditions") on or before May 10, 1993, ( ii) Costco, s approval of the " Permitted Exceptions" and form of " Title Policy" as described in Section 2. 3.5. ( d) of the Draft DDA on or before May 10, 1993 and ( iii) the satisfaction of the conditions set forth in Section 2. 3. 5.(f) of the DDA ( captioned " Ninety- Day Conditions") on or before August 10, 1993.

7. Release of $ 50, 000. Unless these Joint Escrow Instructions shall have been terminated on or before that date which is forty- five ( 45) days from the date hereof, Fifty Thousand Dollars 50, 000) of the Deposit shall be released from Escrow to the Agency and shall not be refundable to Costco . unless there is a breach or default by the Agency hereunder. In no event shall Costco' s liability hereunder or in connection with the proposed transaction exceed said Fifty Thousand Dollars ($ 50, 000) unless and until the Ground Lease, Completion Guaranty andDDA are mutually executed ( whereupon said agreements shall supersede these Joint Escrow Instructions as provided in Section 9 below). The parties acknowledge that it is contemplated that the DDA will be approved prior to release of said Fifty Thousand Dollars ($ 50, 000) and that said $ 50, 000 will be released at the time provided in the DDA if the DDA is mutually executed.

8. Contingency Period Activities.
a) Right of Entry for Testina. Civil Engineering and
te Preparation. Costco shall have the right to enter the Costco.

Parcel and to conduct any tests, surveys, investigations or other studies of the Costco Parcel, at its sole cost and expense. Costco shall indemnify, hold harmless and defend the Agency from any loss, cost or expense ( including attorney's, fees and costs) arising out of Costco' s exercise of its rights under this Section'. b) Work Product. Promptly after the execution of these
Joint Escrow Instructions, the Agency shall deliver to Costco all existing soil studies, environmental reports, zoning materials, land use approvals, plans for the Existing Shell and existing utility and site improvements and all other reports' and documents which the Agency possesses, or which are reasonably available. to the Agency, relating to the Costco Parcel ( the " Work Product").

Upon delivery of the Work Product to Costco, the Agency shall be deemed to have represented and warranted that the Work Product delivered to Costco represents complete, full, and accurate originals ( or copies where appropriate) of the same.
c) Sign. Costco shall. have the right to erect a sign
on the Costco Parcel advertising the proposed development of the Costco Parcel; provided such sign complies with applicable law.

Costco shall remove said sign at its sole cost and expense if these Joint Escrow Instructions are terminated.
157& 500080-212767. 192 3
06/10/2025
C8
23 of 82
d) ~ pDrovals Processinq. Costco shall prepare and submit an application with the City for a site development plan for the site and for an amendment to the Vista Gateway Specific Plan.

Costco shall pay the fees for the site development plan application and the Agency shall pay the fees for the specific plan amendment application.
e) Conditions to Government Approvals. Costco may
grant, withhold or condition its consent to any conditions of the Governmental Approvals" or to any " Exactions," or " Offsites" ( as defined in Section 4 of the draft Lease), in it its sole and absolute discretion.
f) Cooperation. Each party shall reasonablycooperate
with the other in processing the applications for the approval of the Ground Lease, Completion Guaranty, the DDA and the Government Approvals, including but not limited to promptly signing any necessary ' documents.
g) Title. The Agency agrees to deliver to Costco, on
or before April 2, 1993, the " PTR", survey and copies of documents described-in Section 2. 3. 5( d) of the draft DDA and the Agency and Costco agree to follow the approval procedure described in Section

2. 3. 5( d) of the draft DDA as if said Section 2. 3.5( d) were set forth in these Joint Escrow Instructions and the " 45- day Contingency Period" were deemed to expire on May 10, 1993.

9. DDA to Serve as Supersedinq Escrow Instructions.

Unless these Joint Escrow Instructions shall be terminated by Costco prior to the execution of the DDA, the DDA shall be deposited into Escrow promptly following its execution of the DDA by the Agency and Costco whereupon the DDA shall serve as joint escrow instructions and the DDA shallsupersede these interim Joint Escrow Instructions. Without limitation upon the foregoing, the Contingency Periods" ( as defined in the draft DDA) shall thereafter be measured from the mutual execution of the DDA and Section 6 of these Joint Escrow Instructions will be superseded by the DDA.

10. Notices, Demands and Communications Between the Parties.

All notices, demands or communications permitted or required under these Joint Escrow Instructions shall be in writing and shall be personally delivered or sent by certified mail, postage prepaid, or by Federal Express or similar overnight delivery service, to the intended party at its address as provided below, or as the party may from time to time designate upon written notice to the other party.

To Costco: Costco Wholesale Corporation 10809 120th Avenue N. E.

Kirkland, Washington 98033
Attention: Donald Burdick
15~ 500080-212~ 7.192 4
06/10/2025
C8
24 of 82
To Agency: Community Development Commission of the City of Vista
600 Eucalyptus Avenue
Vista, California 92084
Attention: Robert Campbell

11. Prior Instructions.

These Joint Escrow Instructions shall supersede those certain escrow instructions dated March 10, 1993.

These Joint Escrow Instructions shall be effective as of the date first above written.

COMMUNITY DEVELOPMENT COMMISSION OF

THE CITY OF VISTA
Dated:-~ /~/~ By:

COSTCO WHOLESALE CORPORATION,
a Washington corporation
157& 500080-212767. 192 5
06/10/2025
C8
25 of 82
RESOLUTION NO. 93 - 32[

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VISTA,

CALIFORNIA, APPROVING THE LEASE OF PROPERTY FOR

DEVELOPMENT PURSUANT TO THE REDEVELOPMENT PLAN
WHEREAS, the Redevelopment Plan of the City of Vista
Redevelopment Plan") established by Ordinance 87- 25 was approved and adopted by the City Council on July 13, 1987; and
WHEREAS, the Community Development Commission of the city of Vista (" Commission") now proposes to lease property ( the Property") within the community for purposes of development pursuant to the Redevelopment Plan; and
WHEREAS, pursuant to Section 33433 of the Community
Redevelopment Law, being Part 1, Division 24 of the California Health and Safety Code ( the " Law"), the Commission has submitted to the Office of the City Clerk in a timely manner copies of the proposed lease ( the " Lease"), the proposed disposition and development agreement (" Agreement"), and a summary report containing the information required ( the " Summary"); and WHEREAS, a public hearing has been held by the City Council, notice of which was duly published in the manner required by the Law, at which every person intending to speak concerning the proposed Lease has had an opportunity to be heard, and all written comments received prior to the close of the public hearing have been considered; and
WHEREAS, having considered the Lease, the Agreement, the Summary, and all written and oral comments presented at or prior to the public hearing, the city Council now finds and declares that the consideration to be paid for the Lease is not less than the fair market value of the Property in accordance with the covenants and conditions governing the Lease, but if said consideration is less than the estimated value, as determined at the highest value permitted under the Redevelopment Plan, then the lesser consideration is necessary to effectuate the purposes of the Redevelopment Plan.

THEREFORE, BE IT RESOLVED:

1. Ail of the above recitals are true and correct.
06/10/2025
C8
26 of 82
Resolution No. 93 - 33

Page 2 ends

The city Council hereby approves the lease of the Property for purposes of development in accordance with the Redevelopment Plan, as now proposed by the Commission.

PASSED AND ADOPTED by the City Council of the City of Vista, California, at regular meeting held on the 23day of March , 1993 by the following vote:

AYES: WILLAIMS, PACKARD, SMITH
NOES: NONE
ABSTAIN: COLE
ABSENT: MCCLELLAN
ATTEST: APPROVED AS TO FORM:

JO
S.~ BE~rk ttorney
06/10/2025
C8
27 of 82
RESOLUTION NO. 93 - 34

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VISTA

RATIFYING THE APPROVAL OF A LETTER OF INTENT

WITH COSTCO WHOLESALE CORPORATION
WHEREAS, the City of Vista (" City") owns property identified as Assessors Parcel No 166- 440-019, consisting of approximately 14 acres of land located southerly of State Route 78 and easterly of Hacienda Drive, and also identified as Parcel A in the Gateway Specific Plan area (" Property"); and
WHEREAS, because the Property is located within the Vista Redevelopment Project Area, as defined by the Redevelopment Plan of the City of Vista established by Ordinance No. 87- 25 of the City Council on July 13, 1987, the City has been cooperating with the Community Development Commission of the City of Vista
Commission") in seeking the redevelopment of the Property to effectuate the Redevelopment Plan; and
WHEREAS, the City has received a tentative proposal from Costco Wholesale Corporation (" Costco") to redevelop the Property subject to certain terms and conditions, such proposal being generally outlined in a non- binding letter of intent (" Letter of Intent") from Costco dated as of February 13, 1993; and WHEREAS, in order to acknowledge the proposal as submitted by Costco in the Letter of Intent, and to express the City' s interest in negotiating terms of agreement for the redevelopment of the Property, the Letter on Intent has been signed as accepted on behalf of the City by the Mayor.
06/10/2025
C8
28 of 82
Resolution No. 93 - 34

Page 2 ends

THEREFORE, BE IT RESOLVED:

That the City Council of the City of Vista hereby does approve and ratify the Letter of Intent dated February 13, 1993, as signed on behalf of the City by its mayor, to evidence the intent of the City, acting through the Commission, of negotiating terms and conditions of an agreement with Costco for the redevelopment of the Property.

PASSED AND ADOPTED by the City Council of the City of Vista, California, at a regular meeting held this 2--3 day of March , 1993 by the following vote:

AYES: WILLIAMS, SMITH, PACKARD
NOES: NONE
ABSTAIN: COLE
ABSENT: MCCLELLAN
ATTEST: APPROVED AS TO FORM:

JO~ SE~B~ lerk RONALD~E. ~ LL, City A~ torney
06/10/2025
C8
29 of 82
RESOLUTION NO. 93 35

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VISTAAPPROVING A MASTER GROUND LEASE OF CITY- OWNED PROPERTY TOTHE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA

FOR PURPOSES OF REDEVELOPMENT
WHEREAS, the City of Vista (" City") is the owner ofinterest in that certain real property described Property") and located within the City; and
the fee
herein
WHEREAS, the Property is located within Redevelopment ProjectArea NO. 1, as defined in the Redevelopment Plan of the City ofVista (" Redevelopment Plan"), established by Ordinance No. 87- 25,approved and adopted by the city Council on July 13, 1987; and WHEREAS, the Community Development Commission of the City ofVista (" commission") proposes to acquire a leasehold interest inthe Property for purposes of disposition and development of theProperty in order to effectuate the Redevelopment Plan; and WHEREAS, the Commission has proposed specifically to disposeof the Property by subleasing it to Costco Wholesale Corporationfor the purpose of developing a retail commercial warehouse on the Property (" Project"); and
WHEREAS, the City desires to aid and cooperate with theCommission in undertaking the Project pursuant to the authority and powers granted to the City by Article 3, Chapter 3, Part 1,Division 24 of the California Health and Safety Code, and Section33220 therein.

THEREFORE, BE IT RESOLVED:

1. The above recitals are true and correct.

That certain Master Ground Lease (" Ground Lease"), identified as Exhibit A attached hereto and made part hereof byreference, which grants a leasehold interest in the Propertyfrom the City to the Commission subject to the terms andconditions provided for therein, be and is hereby approved. 06/10/2025
C8
30 of 82
Resolution No. 93 - 35

Page 2 ends

The Mayor is hereby authorized to execute the Ground Lease on behalf of the City.

PASSED A~ D ADOPTED by the City Council of the City of Vista at a regular meeting held on the 23 day of March , 1993, by the following vote:

AYES: WILLIAMS, SMITH, PACKARD
NOES: NONE
ABSTAIN: COLE
ABSENT: MCCLELLAN
ATTEST:

JO~ IBERT, City Clerk
APPROVED AS TO FORM:

RONA~D~E. ~
LL,
CiTy at~ drney
06/10/2025
C8
31 of 82
EXHIBIT " A"

MASTER GROUND LEASE
Parcel A)
THIS MASTER GROUND LEASE ( the " Lease") dated as of March 23 , 1993, is made and entered into by and between the CITY OF VISTA the " City"), a municipal corporation organized and existing under and by virtue of the constitution and the laws of the State of California, as lessor, and the COMMUNITY DEVELOPMENT COM~ ISSION OF THE CITY OF VISTA (" CDC"), a community development com/~ ission established and existing under Part 1. 7 of Division 24 of the California Health and Safety Code, as lessee, with regard to the following:

RECITALS
A. The City is the owner of the fee interest in and to that certain real property (" Premises") in the City of Vista, San Diego County, California, more particularly described in Exhibit A."
B. The CDC is a community development commission
established pursuant to the provisions of Part 1. 7 of Division 24 of the California Health and Safety Code and has all of the powers, duties and responsibilities of a redevelopment agency established pursuant to the provisions of Part 1 of Division 24 of the California Health and Safety Code cited as the " Community Redevelopment Law."
C. The city desires to assist the CDC in the undertaking, construction and operation of the redevelopment project known as Redevelopment Project No. 1 by leasing the Premises to the CDC and the CDC desires to lease the Premises from the City in order to promote redevelopment.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION THE RECEIPT

AND ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES DO HEREBY AGREE AS FOLLOWS:

SECTION 1. Master Ground Lease.

The City hereby leases the Premises to the CDC and the CDC hereby leases the Premises from the City, on the terms and conditions hereinafter set forth.

SECTION 2. Term.

The term of this Lease shall commence on the date hereof and shall end on , unless such term is extended or sooner terminated as hereinafter provided.

T100/ JAC:03/ 12/93
06/10/2025
C8
32 of 82
SECTION 3. Rental.

3. 01 Base Rent. The city acknowledges receipt from the CDC as and for rental hereunder for the Premises under this Lease the sum of One Dollar ($ 1. 00) which shall constitute the Base Rent for the entire term of this Lease.

SECTION 4. Purpose.

The CDC may use the Premises for any purpose authorized or permitted by the Community Redevelopment Law.

SECTION 5. Owner in Fee.

The city covenants, represents and warrants that it is the owner in fee of the Premises.

SECTION 6. Assignment and Subleases.

The CDC may not assign its rights under this Lease except with the prior written consent of the city. The CDC may, at any time and from time to time, without the consent of the city, sublease any or all of the Premises in one or more subleases.

SECTION 7. Riqht of Entry.

The city reserves the right for any of its duly authorized representatives to enter upon the Premises at any reasonable time to inspect the same or to make any improvements or changes necessary for the preservation thereof.

SECTION 8. ImDrovements; OwnershiD at Termination.

At any time, from time to time, CDC may, without the
consent of the City as lessor under this Lease, construct or cause or permit the construction of any buildings or improvements upon the Premises and may demolish, remove, replace, alter, relocate or add to such buildings or improvements and may modify or change the contour or grade or both of the land. The city, acting in its capacity as a municipal corporation and not as lessor under this Lease, shall have the right to require its approval for any such acts in the same manner that the City may require approval for such acts upon property for which the City is not the lessor. The CDC agrees, upon termination of this 2 -
06/10/2025
C8
33 of 82
Lease, to quit and surrender the Premises in good order and condition and agrees that any permanent improvements and structures existing upon the Premises at the time of the termination of this Lease shall remain thereon and title thereto shall vest in the City at such time.

SECTION 9. Lessee's Riaht to Grant Easements.

SECTION 10. Mortqaqes.

SECTION 11. Default.

SECTION 12. Ouiet Eniovment.

The CDC at all times during the term of this Lease shall peaceably and quietly have, hold and enjoy all of the Premises.

SECTION 13. Waiver of Personal Liability.

Ail liabilities under this Lease on the part of the CDC shall be solely liabilities of the CDC as a community development commission, and the city hereby releases each and every director and officer of the CDC from any personal or individual liability under this Lease. No director or officer of the CDC shall at any time or under any circumstances be individually or personally liable under this Lease to the City or to any other party whomsoever for anything done or omitted to be done by the CDC hereunder.
3 -
06/10/2025
C8
34 of 82
SECTION 14. Expenses and Taxes.

The CDC covenants and agrees to pay or secure the payment of any and all assessments of any kind or character and also taxes, including, without limitation, possessory interest taxes, levied or assessed upon the Premises ( including, without limitation, both land and improvements). The city agrees that the CDC or the CDC designee shall have the right to vote on behalf of the City, or to approve the manner in which the City, as owner of the fee interest in the Premises, may vote, upon the formation of any taxing or assessment district which shall have the power to levy a special tax upon the Premises. The CDC agrees to pay or secure the payment of any and all utilities and operating expenses of any kind or character imposed upon the Premises or any
improvements thereon.

SECTIQN 15. Eminent Domain.

In the event the whole or any part of the Premises or any improvements thereon shall be taken by eminent domain
proceedings, the award shall be paid to the CDC.

SECTION 16. Partial Invalidity.

SECTION 17. Notices.

Ail notices, statements, demands, consents, approvals,
authorizations, offers, designations, requests or other communications given under this Lease by either party to the other shall be in writing and shall be deemed to be properly given and served upon the other party if delivered personally or five ( 5) business days after being mailed by United States mail, return receipt requested, postage prepaid, and, if to the city, addressed to City of Vista, 600 Eucalyptus Avenue, vista, California 92083, Attn: City Manager, or if to the CDC, addressed to the Community Development Commission of the City of Vista, 600 Eucalyptus Avenue, Vista, California 92083, Attn:

Executive Director, or to such other addresses as the respective parties may from time to time designate by notice in writing. 4 -
06/10/2025
C8
35 of 82
SECTION 18. Section Headinas.

Ail section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease.

SECTION 19. Execution.

This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but altogether shall constitute but one and the same lease.

SECTION 20. Successors.

Ail of the covenants, stipulations, promises, and agreements contained in this Lease by or on behalf of, or for the benefit of, either of the parties hereto, shall bind or inure to the benefit of the successors and assigns of the respective parties.

SECTION 21. Amendments.

This Lease may be amended only by a written instrument
executed by the parties hereto.

SECTION 22. Law Governina.

This Lease shall be construed and governed in accordance with the laws of the State of California.

SECTION 23. Integration.

This Lease shall comprise the complete and integrated
agreement of the parties hereto and shall supercede all prior agreements, oral or written, with respect to the subject matter hereof.

SECTION 24. Sublessee Protections.

24. 1 Amendments. The city and the CDC agree that any
amendment or modification of this Lease which may adversely affect the rights or remedies of any sublessee under any sublease of the Premises or portion of the Premises by the CDC shall not be binding upon any such sublessee unless such sublessee has consented to the amendment or modification in writing.

24. 2 Nondisturbance/ Attornment. The City agrees to enter into a nondisturbance and attornment agreement with any sublessee who requests that the city enter into such an agreement, provided that the City is satisfied with the financial stability of the sublessee. The nondisturbance and attornment agreement shall provide that, if this Lease shall terminate prior to the expiration of the term of this Lease by reason of a default by the CDC, the sublease shall continue, without any further action 5 -
06/10/2025
C8
36 of 82
by any person, as a direct lease between the city ( as lessor) and the sublessee ( as lessee).

IN WITNESS WHEREOF, the City and the CDC have caused this Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF VISTA
SEAL)
ATTEST:

By:

MAYOR

CITY CLERK
APPRQVED AS TO FORM:

ORNEY
COM/~ 3NITY DEVELOPMENT

COMMISSION OF THE CITY OF VISTA
By:

CHAIRM3%N
SEAL)
ATTEST:

SECRETARY
APPROVED AS TO FORM:
6 -
06/10/2025
C8
37 of 82

STATE OF CALIFORNIA )

COUNTY OF )
On , before me, the undersigned, a Notary Public in and for said County and State, personally appeared and ,
personally known to me ( or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Mayor and the City Clerk, respectively, of the City of Vista and acknowledged to me that the City executed it pursuant to a resolution adopted by the City Council of the City.

WITNESS my hand and official seal.

Seal)
Notary Public in and for said State
My commission expires:
7 -
06/10/2025
C8
38 of 82

STATE OF CALIFORNIA )

COUNTY OF )
On , before me, the undersigned, a Notary Public in and for said County and State, personally appeared and ,
personally known to me ( or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Chairman and the Secretary, respectively, of the Community Development Commission ' of the city of Vista and acknowledged to me that said Community Development Commission of the City of Vista executed the within instrument pursuant to its by- laws or a resolution of its Board of Directors.

WITNESS my hand and official seal.

Seal)
Notary Public in and for said State
My commission expires:
8 -
06/10/2025
C8
39 of 82
0 I--
Z
r~
06/10/2025
C8
40 of 82
JUL 21 ' 98 08:19 FR COSTCO LEGAL 425 313 8114 TO 917606396120 P. 02/09

RECORDING REQUESTEDBY AND
WHEN RECORDED RETURN TO:

Costco Wholesale Corporation
999 Lake Drive
Issaqnah; Washington 98027
Attention: Legal/Real Estate Department
Above m, Line for

FIRST AMENDMENT TO GROUND LEASE
THIS FIRST AMENDMENT TO GROUND LEASE (" Amenamemt")
supplements and supersedescertain terms and provisions contained inn the Ground Lease C' AIFeement") dated June 17, 1993 between Community Developmentof the City of Vista, California as landlord C' Landlord") and Costco Wholesale Corporation as tenant Tenant"). To the extent that any term or provision in this Amendmeat conflicts with any term or provision in the Agreement, the provisions in this Amendment shall be controlling, and any conflicting terms in the Agre, e~ nent shall be void and of no force or effect. Unless otherwise defined heroin, all capitalized terms used heroin shall be defined as those tams are defm~d in the AgreemenL
It is agreedas follows:

1. TENANT
The original Section 1.3 of the Ground Lease, entitled Tenmat, shall be mended to read in its entirety as follows:

Section 1.3 . Tensnt: Costco Wholesal~ Corporation, 999 Lake Drive, Issaquah, Washington 98027. The term " Tenant" means said party or its successor as. the owner of the leasehold estate under this Lease.

2. USE OF HAZARDOUS MATERIAL
S~ ction 19.1 of the Ground Lease, enti~ed Notices of Ha2,~ dous Materials, is mended to read in its entirety as follows:

Section 19.1 Use of Hazardous Material. Tenant shall not cause or permit any Hazardous Material, as defined in Section 18.1 ( k) hcrcinabovc and as further defined Section 19.6 hereinbclow, to bc generated, brought onto, used, stored, or disposedof in or about the Costco Parcel by Tenant or its agents, EXHIBIT 2
JUL 2 8 19S8 ITEM
06/10/2025
C8
41 of 82EXHIBIT 4
JUL 21 ' 98 08: 18 FR COSTCO LEGAL 425 313 8114 TO 917608396120 P. 03/09 employees, conlractors, subtemauts, or invitees, except for such substances that are required in the Ordinary course of Tcnant's business conductr, d on the Costco Parcel, including operationofa Fuclin~ Facility as defined in Section 6. 3 hcreinbelow or ere otherwise appmvcdby Landlord. Tenant shall:
a) Use, stor~, and ~spose of all such Hs~. a~dous Material in compliance with all applicablestatutes, ordinances, aJld regulations in effect during the Lease Te~rn that rchtc to public health and sefety and protectionof the environment ('~_~nvironmen~ Laws'D, includ/~ ~hose F~ avironmentalLaws identified in Section 19.6 hereinbelow; and Co) Comply at all times during the Lease Term with all ~nviromnenml Laws.

3. NOTICE OF P, EL... EASEOR INVESTIGATION.

A new Section 19.2 of the Crround Lease is added following Section 19.1 to read in its entirety a~ follows:

Section 19.2 Notice of Release or Investigation. If, during the Lease Term ( inclueling any extensions), either Landlord or Tenant becomes aware of or receives information concerning (a) any actual or threatened release of any Hazardous Material on, under, or about the Costco Parcel in violation of any applicableEnvironmental Laws or ( b) any inquiry, investigation, proceeding, or claim by any governmentalagency or other person regarding the presence of Hazardous Material on, under or about the Costco Parcel, that party becoming aware Of Or l~ vingreceived such information shall give the other party written notice of the actual or threatened release or investigationwithin ten ( 10) d~ys of first b~ vingreceived or learned of such infommtion and shall simultaneously furnish m the other pray copies of any claims, notices of violation, reports, or other writings received by the party providing such notice ttmt coneera the actv~a! or threatened release or investigation. Tenant shell be deemed to have become aware of or having received such information when the Legal/Real Estate Depm'tment of Costco Wholesale becomes aware of or receives such information

4. REMEDIATION.

The original Section 19.2 of the Ground Lease, entitled Remediation, shall be tenumbered as Section 19.3 and shall be mended to read in its en~ety as follows:

Section 19.3 Rcmediation. If the presence of any Hss, ardous Material brought onto the Costco Parcel by Tenant or Tenant's employees, agents, contractors, or invitees results in con,~ mination of the Costco Parcel in violation of any applicableEnvironmental Laws, Tenant shall promptly take all necessary actions, at Tenant's sole expense in order to remextiate said contamination in 2 JUL 2 8 1998 ITEM 5
06/10/2025
C8
42 of 82
JUL 21 ' 90 08: 1B FR COSTCO LEGAL 425 313 8114 TO 917606396120 P. 04/09 accordance with the requirementsof applicable Environmental Laws. Tenant hsl! first obtain Landlord's approvalof the proposedremedial action, which approvalshall not be unre~onablywithheld providedthat such remedial action complies with the requirementsof applicableEnvironmental Laws. This provisiondoes not limit or affect the indemnification obligationsset forth in Section 5.5 hereinabove, or in Section I9.4 hereinbelow.

Notwithstanding anything contrary to this Section 19.3, in thc eveat any H.~ z~rdous Material is found to exist on the Costco Parcel either prior to or during the periodin which the Fueling Facility is under construction, and remediation of such Hazardous Material is required by the appropriate enfoxcemen! authority under any applicable F., uvixollmentalLaws, Tens-t sha|l irnme~liately inform Landlord, through Landlord' s Executive Director. Uponreceiving such information, Landlord and Tenant shall mcct and confer regarding thc pwcedures and steps to be taken in order to conform the Costco Parcel to the applicableEnvironmental Laws. Tenant shall not be liable for the costs of mediating or removing any I- Iazm'dous Materials which it did not cause or suffer to bc released or dischargedon the Costco Parcel. Tenant and Landlord may mutually agree to any reasonable method or procedureauthorized or permitted by appropriate enforccmcnt agcncics, including a sharing of costs, for the removal or remediation of any such Ha~ srdous Materials, in order to facilitatc construction and completion ofthc Fucling Facility. This pangnph shall not obligate or bind Landlord to undertake any cleanup or remexliation, or to reimburse Tenant for thc cost of cleanup or remexiiation for which Landlord is not otherwise obligatedor bound by applicable Environmental Laws, unless Landlord has expressly agreed to such undertaking or reimbursement in writing. If any Hazardous Matcfials normally associated with operationof a Fueling Facility are found on the Costco Parcel alter constnmtion of the Fueling Facility, and not discovered and disclosed by Tenant prior to or at the time of construction, it shall be presumedto have resulted from the operation of the Fueling Facility and shall be subject to the remediation and cleanup obligations of Tenant pursuant to Section 6. 3Co) herein, unless Tens~t demonstrates to a reasonable certainty that the discharge of such Hazardous Materials did not result from the operation of the FuelingFacility.

5. INDEMNIFICATION.

A new Section 19.4 shall be added immediately following Section 19.3 of the Ground Lease to read in its entirety as follows:

Section 19.4 Indemnification for Hazardous Mai~al Release. In addition to its obligations under Section 5.5 hereinabove, snd not as any limitation thereof, Tenant shall, at Tenant's sole expense and with counsel reasonably acceptableto Landlord, indemnify, defend, and hold harmless Landlord and Landlord's officers, acton, employees, agents, including the City of Vista and its officers, directors, employeesand agents, with respect to all losses arisingout of or resulting from the release of any Hazardous Material in or about the Costco 3 JUL 2, 8 1998 ITEM 5
06/10/2025
C8
43 of 82
5UL 21 ' 98 08: i9 FR COSTCO LEGAL 425 3i3 81i4 TO 9i7606396120 P. 05/09 Parcel by Te~aantor Tenant's agents, contractors, or invitees, or the violation of any Environmental Laws by Tenant or Tensnt's agents, contractors, or invitees.

This indemnification includes:
a) Losses attributable to diminution in the value of the Costco Parcel, to the extent re~ sonabIydemonstrated by Landlord;
b) Loss or restriction of use ofrentable space on the Costco Parcel, to the ~ctent reasonablydemonstrated by Landlord;
c) All other liabilities, obligations, penalties, fines, claims, actions including remedial or enforcement actions of any kind and administrative or judicial proc~ dings, orders, or judgments), damages (including consequentialand punitive damages), and costs ( inclh~ing attorney, consultant, and expert fees and expenses) resultingfrom the r~ leaseor violation.

This indemnification shall survive the expiration or termination of this GTound Lease.

6. RIGHT OF ENTRY
The original Section 19.3 of the Ground Lease, entitled Right of Entry is rennmbered as Scotion 19.5 and shall othea~wise remain as originally alyproved.

7. SUPPL~; MENTAL DEFINITION OF HAZARDOUS MATBRIAL.

A new section 19.6 shall be added to the Ground Lease to read in its entirety as follows:

Section 19.6. S_ upplementalDefinitipn of Hazardous Material. In addition to the meaning given to term " Hazardous Material" under Section 18.1 ( k) and not in any way limiting said meauing, for purposes of this Article 19, the team " Hazardous Material" shall mean any h~, ardousor toxic substance, material, or waste that is or becomes regulated by the United States, the State of California, or any local government authority havingjurisdiction over the Costco Parcel, Hazardous Material shall also include:
a) Any "hazardous substance", as that tenn is defined in the ComprehensiveEnviromental Response, Compensation, and Liability Act of 1980 (CERCLA) ( 42 United States Code Section 9601 ~9675, as mended);
b) "Hazardous waste", as that term is defined in the Resource Conservation and Recovery Act of 1976 ( RCKA) ( 42 United States Code Sections 6901- 6992k as mended); and
4 06/10/2025
C8
44 of 82
JUL ~ 1 ~ 8 08: 1~ FR COSTCO LEGAL 4~ ~ 1~ 8114 TO 917606~ 61~0 P. 06/0~ c) [State Law definition]

8. USE OF PRE. MI..SES.

Subsection (n) of Section 6.2 is deleted, A new Section 6. 3 is added to read in its entirety as follows:

Section 6. 3. Motor Vehicle Fuelin~ Facility. Provided that Tenant hss firsi o~ si_ned all requiredpealnitsand licenses requi.r~ for such use from all appropriate federal, State of California and local agcncicshaving jurisdiction, including land use and other regulatory peiinits from the City of Vista, Tenant may use the Premises for the consmlcfion and operation of a motor vehiclc fueling facility, includingthe installation of undergroundfuel storage tank(s), dispcnsing pumps and other appurtenaut equipment collectively, the " Fueling Facility"), for its own use and the use of its customers, subject to the following conditions and obligations:
a) All laws and regulationsapplicable to such consu'uction, installation, use and operationof the Fueling Facility shall be complied with at all times, including specifically, all Environmental Laws as defined in Section 19.1, as mended, hereinbelow.
b) Within 120 days from the Termination Date, any and all underground fuel storage tank(s), fuel dispensingpumps and other appurtenant equipment installed by Tenant shall be fully and completely removed and properly disposedof by Tenant. in the event Te. n..snt fails fully and completelyto remove the underground storage ,snk(s), fuel dispensing pumps and other appurtenant equipment within the 120 day period allowed for such removal following the Termination Date, Tent shall be deemed to be holding over tenancy of the Costco Parcel from the Termination Date until all such equipmentis fully and completely removed. During any period of holdover t~ ncy, all terms of the Ground Lease, as mended, shall remain in full force and effect, including the rent provisions. Tenant shall fully comply with all applicablelaws and regulations with respect to the removal and disposal of the Fueling Facility. Upon such removal, Tenant shall also undertake and perion any remediation of any Hazardous Material found on the Costco Parcel resultingfrom the construction, installation, operationor. use of the Fueling Facility, which may be required in order to cause the Costco Parcel to be in compliancewith applicable Environmental Laws. Upon Tenant' s failure to comply fully and completelywith this obligation within said one hundred and twenty (120) day period, Landlord shah have the right to enter and undertake the removal of the FuelingFacility at Tenant' s sole cost and expense. Landlord shall have the right of reimbursernimt and recovery against Tenant for any and all of costs of such removal, including the costs of any remedialion, which may be required in order to cause the 5 c(') cY/5/2
JUL 2 8 1998 ITEM
06/10/2025
C8
45 of 82
Costco Parcel to be in compliance with applicableEnvironmental Laws.

Upon its sole discretion, Landlord rosy expressly waive and release Tenant from this obligation. In the event of such waiver and release, however, Tenant may d~ t to remove any underground fu~l storage umk and to un~ rtake any r~ mflial a~ on requiredby any federal, $~e of California, or local law or regulation.

9. NOTICES.

The original paragraphtwo of Section 22.6 of the Ground Lease, cntitlcd ~ shall be deleted and the following is substituted therefor:

To Tenant: Costco Wholesale Corporalion
999 Lake Drive
Issaquah,' Washington 98027
Attention: LagaI/Reat Estate Department

10. CO.. UNTERPARTS. This Amendmemt may be signed upon any number of counterparts with the same effect as fithe signmutes to any counterpart were upon the same instrument

11. EFFECT OF THIS AMBNDME_~_._._ Except as modified by the te~ ms of this Amendment. all the provisions of the Agreement shall ~ in in full force and effect, n.~ ffectedby this Amendment, and tl~ Agreement is hc~rebyratified and confirmed.

Signaturesof the Parties on Following Page}
06/10/2025
C8
46 of 82
JUL 21 ' 98 08: 20 FR COSTCO LEGAL 425 513 81i4 TO 917606596120 P. 08/09 IN WITNESS WHEREOF, the parties have executed this First Amendment to Lease on the date fn-st written above,
COMlvlUNITY DEVELOPMENT COMMISSION

OF THE CITY OF VISTA
By:

GLORIA B. MCCLELLAN, Chairperson
ATTEST:

Jo Seibert, Secretaryto the Commission

COSTCO WHOLESALE CORPORATION
a Washington corporation
By: ~[~~

COSTCO WHOLESALE CORPORATION
a WashingtOncorporation
7 06/10/2025
C8
47 of 82
JUL 21 ' 98 08: 20 FR COSTCO LEGAL 42S 313 0114 TO 919606396120 P. 09/0~

STATE OF WASHINGTON )
ss.

COUNTY OF KING )
WHOLESALE CORPORATION, the corporationthat executed the within and foregoing instnment, and acknowledged the said instrumen~ to be the free and voluntary act a/xd deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said insmunent and that the seal affixed thereto ( if any) is the corporate seal of said corporation.

IN WITNP..,3S WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year ,,, . ' 5;

STATE OP WASHINGTON )
ss.

COUNTY Ol~ KING )
CORPORATION, the corporation ..that executed the within and foregoing insmunent, and acknowledged the said instrumenf to bc the free and volunta~ act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed thereto ( if any) is the corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written.
qkt
Itlllll ### ',,
eTARV R~. ~ tary Public in ~i{ or the State of/,"
0/ z_/~
JUL 2 8 1998 ITEM 5
06/10/2025
C8
48 of 82
CITY ~ ¥ ISTA

MITIGATED NEGATIVE DECLARATION AND
INITIAL STUDY CHECKLIST ( PC4- 035/8- 086/5- 282) May 22, 1998)
PROJECT NAME: Costco Gasoline Fueling Facility PROJECT LOCATION: North of Hacienda Drive, east of Emerald Drive, south of State Route 78: 1755 Hacienda Drive
A/ P OR LOT No.: APN: 166- 440-19
PROJECT APPLICANT: Costco Wholesale
Kathy Nishihira
LEAD AGENCY/ CONTACT: City of Vista
Planning Division
A. PROJECT SETTING AND DESCRIPTION
Setting The project site is located in western Vista, south of State Route ( SR) 78, east of Emerald Drive and north of Hacienda Drive. The proposedproject is located on the same property as an existing Costco warehouse store which is on a 14 acre site. The existing Costco building is 157,235 square feet which includes the main building, a tire center, and food court area. The building is located on the eastern one- half of the site and customer parking takes up most of tile western one- half of the site. The Costco property is at an approximate elevation of 235- feet above mean sea level ( amls). The Costco business is located in a relatively urban area of Vista surrounded by a state highway to the north, and commercial/retail uses to the west and east.

Residential uses are located further south, south of Buena Vista Creek. The homes are located up- slope from the project site at approximate elevation 395- feet amsl. An existing mobile home park is located south and west of the Costco property, south of Hacienda Drive. Several vacant parcels remain south of Hacienda Drive within the Vista Gateway Specific Plan area. Refer to Exhibits 1 and 2 for the regional and vicinity maps.

Project Description The proposed project consistsof a self- serve gasoline fueling facility in the southeast corner of the Costco site between the existing warehouse building and Hacienda Drive.

The proposed gasoline fueling facility would encompass an area of approximately 150- feet x 180- feet, just over one- half acre in area. The proposedfilling station area includes three islands with two double- sided gasoline dispensers, for a total of 12 automobile fueling locations. The fueling islands will be covered by canopies at a height of 17- feet 6- inches (the bottom of the canopy is at 14- feet 6- inches). The canopieswill match the existing Costco building finish and colors, and the EXHIBIT 3
c~ ~c,~ jUL g 8 1598 ITEM 06/10/2025
C8
49 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 2 signs proposed for the canopy are consistent with the other signs on the project site. The fueling facility will be self- serve and controlled by a computerized system which will operate the payment, fuel dispensing, and turbine activation systems. The computerized system will be housed within a small steel housing unit with dimensions of 6- feet x 8- feet and will be approximately 8- feet in height. This unit will be located in the southwest corner of the filling station near Hacienda Drive and will be painted to match the colors of the existing Costco building as well. The self- serve fueling station will be available to Costco members only and will require a member card to activate the fuel pumps. Refer to Exhibit 3 for the proposed Site Plan.

Vehicular access to the fueling area will be available from a driveway off of Hacienda Drive, at the southeast corner of the site. Access will also be available for Costco shoppers who drive around the north side of the building and then south along the eastern site boundary. Vehicles will be directed to access the islands in a one- way direction, heading west. Egress from the filling station to Hacienda Drive will be provided via the existing parking lot to a driveway located approximately 360- feet west of the filling station. The project will include a retaining wall high) along the length of the station on the Hacienda Drive frontage. The retaining wall will have landscaping in front and behind, consisting of low- lying shrubs, groundcover, and trees.

Landscaping will also be provided around the computerized control system unit, and between the station and the Costco parking lot ( west side of fueling station) and building (north side of fueling station).

The proposed fuel supply tanks ( three) will be placed subsurface in the northeast corner of the station. The tanks will be double- walled fiberglass fuel storage tanks, each with a capacity of 20, 000 gallons. Each tank will be surrounded by a gravel fill and capped with an 8- inch thick reinforced concrete slab. Piping will be double- contained fiberglass and each tank will have a containment sump placed beneath it to contain fuel from leaks or overflows. The fueling equipment and operations will state- of-the- art.

B. COMPATIBILITY WITH ZONING AND APPLICABLE PLANS
General Plan
The proposed project site has a land use designation of Commercial General ( CG). The proposed gasoline fueling facility is consistent with the goals and policies for this land use designation, as stated in the General Plan.

Zoning Code and Specific Plan Regulations
The project site is zoned C-2, Commercial. Gasoline fueling facilities are a permitted use in the C-2 zone, provided a Special Use Permit is granted by the Planning Commission following a public hearing. The project applicant is requesting a Special Use Permit for a gasoline fueling facility. The project site is located within the Vista Gateway Specific Plan area. The existing Costco property, including the proposed project site, is located within Subarea 1 of the Specific Plan. The Specific Plan area is bound generally by SR-78 and Emerald Drive to the north and 2 JUL g 8 19,98 ITEM
06/10/2025
C8
50 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 3 west, with Hacienda Drive bisecting the planning area. The approximate land area within the entire Specific Plan area is approximately 86 acres, of which the Costco site is 14 acres. The proposed gasoline fueling facility was not identified as a permitted land use within Subarea 1. A Specific Plan Amendment is requestedto amend " Exhibit A" within Section III. G. of the Vista Gateway Specific Plan, which lists the permitted land uses by Subarea. The proposed gasoline fueling facility is an accessory use and would not change the permitted square footage for this Subarea. However, Exhibit " A" of the Specific Plan must be modified to indicate that a gasoline fueling facility is permitted within Subarea 1, in addition to the square footage allocation for Subarea 1. Refer to the Land Use discussion for further information and specific text change requests to the Specific Plan.

C. IDENTIFICATION OF ENVIRONMENTAL IMPACTS
The following Initial Study finds that the proposed Costco gasoline fueling facility would not result in any significant environmental impacts with implementation of the mitigation measures provided herein.

D. INITIAL STUDY CHECKLIST
The following checklist provides a preliminary analysis of the proposed project' s potential for significant environmental impacts. All responses are discussed in the section immediately following the checklist.
3 5/; JUL 2, 8 1958 ITEM
06/10/2025
C8
51 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 4 Potentially
PotentiallySignificant Less than
No
SignificantUnless Significant
Impact Mitigation Impact Impact
Incorporated

1. LAND USE AND PLANNING. Would the proposal:
a. Conflict with general plan designation or zoning? [ ] [ ] [ X ] [ ] b. Conflict with applicable environmental plan or
policies adopted by agencies with jurisdiction over [ ] [ ] [ ] [ X ] the project?
c. Be incompatible with existing land use in the [ ] [ ] [ ] [ X ] vicinity?
d. Affect agricultural resources or operations (e. g.,
impacts to soils or farmlands or impacts from [ ] [ ] [ ] [ X ] incompatible land uses)?
e. Disrupt or divide the physical arrangement of an
established community ( including a low- income or [ ] [ ] [ ] [ X ] minority community)?

2. POPULATION AND HOUSING. Would the
proposal:
a. Cumulatively exceed official regional or local [ ] [ ] [ ] [ X ] population projections?
b. Induce substantial growth in an area either directly or indirectly ( e. g., through projects in an [ ] [ ] [ ] [ X ] undeveloped area or extension of major
infrastructure)?
c. Displace existing hbusing, especially affordable [ ] [ ] [ ] [ X housing?
4 06/10/2025
C8
52 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 5 Potentially
Potentially Significant Less than
No
Significant Unless Significant
Impact Mitigation Impact Impact
Incorporated

3. GEOLOGIC PROBLEMS. Would the proposal
result in or expose people to potential impacts
involving:
a. Fault rupture? [ ] [ ] [ ] [ X] b. Seismic ground shaking? [ ] [ ] [ ] [ X ] c. Seismic ground failure, including liquefaction? [ ] [ ] [ ] [ X ] d. Seiche, tsunami or volcanic hazard? [ ] [ ] [ ] [ X ] e. Landslides or mud flows? [ ] [ ] [ ] [ X ] f. Erosion, changes in topography or unstable soil [ ] [ ] [ ] [ X ] conditions from excavation, grading or fill?
g. Subsidence of land? [ ] [ ] [ ] [ X ] h. Expansive soils? [ ] [ ] [ ] [ X ] i. Unique geologic or physical features? [ ] [ ] [ ] [ X ] 5 2 8 1558 ITEM
06/10/2025
C8
53 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 6 Potentially
PotentiallySignificant Less than
No
SignificantUnless Significant
Impact Mitigation Impact Impact
Incorporated

4. WATER. Would the proposal result in:
a. Changes in absorption rates, drainage patterns or [ ] [ ] [ ] [ X ] the rate and amount of surface runoff?.
b. Exposure of people or property to water- related [ ] [ ] [ ] [ X ] hazards such as flooding?
c. Discharge into surface waters or other alteration of surface water quality (e. g., temperature, dissolved [ ] [ ] [ ] [ X ] oxygen or turbidity)?
d. Changes in the amount of surface water in any [ ] [ ] [ ] [ X ] water body?
e. Changes in currents or the course or direction of [ ] [ ] [ ] [ X ] water movements.'?
f. Change in the quantity of ground waters, whether
through direction additions or withdrawals or
through interception of an aquifer by cuts or [ ] [ ] [ ] IX ] excavations or through substantial loss of
groundwater rechargecapability?
g. Altered direction or rate of flow of groundwater? [ ] [ ] [ ] [ X ] h. Impacts to groundwater quality.'? [ ] [ ] [ ] [ X ] i. Substantial reduction in the amount of groundwater
otherwise available for public water supplies? [ ] [ ] [ ] [ X 06/10/2025
C8
54 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 7 Potentially
Potentiall~tSignificantLess than
No
SignificantUnless Significant
Impact Mitigation Impact Impact
Incorporated

5. AIR QUALITY. Would the proposal:
a. Violate any air quality stafidard or contribute to an [ ] [ ] [ X ] [ ] existing or projected air quality violation?
b. Expose sensitive receptors to pollutants? [ ] [ ] [ ] [ X ] c. Alter air movement, moisture or temperature, or [ ] [ ] [ ] [ X ] cause any change in climate?
d. Crea~e objectionableodors? [ ] [ ] [ ] [ X ]

6. TRANSPORTATION/ CIRCULATION. Would the
proposal result in.'
a. Increased vehicle trips or traffic congestion? [ ] [ ] [ X ] [ ] b. Hazards to safety from design features ( e. g., sharp curves or dangerous intersections) or incompatible [ ] [ ] [ ] [ X ] uses ( e. g., farm equipment)?
c. Inadequate emergency access or access to nearby [ ] [ ] [ ] [ X ] uses?
d. Insufficient parking capacity on site or off site? [ ] [ ] [ X ] [ ] e. Hazards or barriers for pedestrians or bicyclists? [ ] [ ] [ ] [ X ] f. Conflicts with adopted policies supporting
alternative transportation ( e. g., bus turnouts, [ ] [ ] [ ] [ X ] bicycle,_. racks)?
g. Rail, waterborne or air traffid impacts? [ ] [ ] [ ] [ X ] 7 1:/,-. 2 "'
JUL g 8 1998 ITEM 5
06/10/2025
C8
55 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 8 Potentially
PotentiallySignificant Less than
No
SignificantUnless Significant
Impact Mitigation Impact Impact
Incorporated

7. BIOLOGICAL RESOURCES. Would the proposal
result in impacts to.'
a. Endangered, threatened or rare species or their
habitats ( including, but not limited to: plants, [ ] [ ] [ ] [ X ] fish, insects, animals and birds)?
b. Locally designated species (e. g., heritage trees)? [ ] [ ] [ ] [ X ] c. Locally designated natural communities ( e. g., oak [ ] [ ] [ ] [ X ] forest, coastal habitat, etc.)?
d. Wetland habitat ( e. g., marsh, riparian and vernal [ ] [ ] [ ] [ X ] pool)?
e. Wildlife dispersal or migration corridors? [ ] [ ] [ ] [ X ]

8. ENERGY AND MINERAL RESOURCES. Would
the proposal.'
a. Conflict with adopted energy conservation plans? [ ] [ ] [ ] [ X ] b. Use non- renewable resources in a wasteful and [ ] [ ] [ ] [ X ] inefficient manner?
c. Result in the loss of availability of a known
mineral resource that would be of future value to [ ] [ ] [ ] [ X ] the region and the residents of the State?
b,5/' '</. JUL 8 8 1, 598 {TEM 5 06/10/2025
C8
56 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 9 Potentially
PotentiallySignificant Less than
No
SignificantUnless Significant
Impact Mitigation Impact Impact
Incorporated

9. HAZARDS. Would the proposal involve:
a. A risk of accidental explosion or release of
hazardous substances ( including, but not limited [ ] [ ] [ X ] [ ] to: oil, pesticicles, chemicals or radiation)?
b. Possible interference with an emergency response [ plan or emergency evacuation plan?
c. The creation of any health hazard or potential [ ] [ ] [ X ] [ health hazard?
d. Exposure of people to existing sources of potential [ ] [ ] [ ] [ X ] health hazards.
e. Increased fire hazard in areas with flammable [ ] [ ] [ ] IX] brush, grass or trees?

10. NOISE. Would the proposal result in:
a. Increases in existing noise levels? [ ] [ ] [ X ] [ b. EXposure of people to severe noise levels? [ ] [ ] [ ] [ X ]

11. PUBLIC SERVICES. Would the proposal have an
effect upon or result in a need for new or altered
government services in any of the following areas:
a. Fire protection? [ ] [ ] [ ] [ X ] b. Police protection? [ ] [ ] [ X ] [ ] c. Schools? [ ] [ ] [ X ] [ ] d. Maintenance of public facilities, including roads? [ ] [ ] [ ] [ X ] e. Other governmental services? [ ] [ ] [ ] [ X ] 9 06/10/2025
C8
57 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 10 Potentially
Potentially Significant Less than
No
Significant Unless Significant
Impact Mitigation Impact Impact
Incorporated

12. UTILITIES AND SERVICE SYSTEMS. Would the
proposal result in a need for new systems or supplies or substantial alterations to the following utilities:
a. Power or natural gas? [ ] [ ] [ ] [ X ] b. Communication systems? [ ] [ ] [ ] [ X ] c. Local or regional water treatment or distribution [ ] [ ] [ ] [ X ] facilities?
d. Sewer or septic tanks? [ ] [ ] [ ] [ X ] e. Storm water drainage? [ ] [ ] [ ] [ X ] f. Solid waste disposal? [ ] [ ] [ ] [ X ] g. Local or regional water supplies? [ ] [ ] [ ] [ X ] 06/10/2025
C8
58 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 11 Potentially
PotentiallySignificant Less than
No
SignificantUnless Significant
hnpact Mitigation Impact Impact
Incorporated

13. AESTHETICS. Would the proposal:
a. Affect a scenic vista or scenic highway? [ ] [ ] [ ] [ X ] b. Have a demonstrable negative aesthetic effect. [ ] [ ] [ X ] [ ] c. Create light or glare? [ ] [ ] [ X ] [ ]

14. CULTURAL RESOURCES. Would the proposal:
a. Disturb paleontological resources? [ ] [ ] [ ] [ X ] b. Disturb archaeological resources? [ ] [ ] [ ] [ X ] c. Affect historical resources? [ ] [ ] [ ] [ X ] d. Have the potential to cause a physical change [ ] [ ] [ ] IX ] which would affect unique ethnic cultural values?
e. Restrict existing religious or sacred uses within the [ ] [ ] [ ] [ X potential impact area?

15. RECREATION. Would the proposal:
a. Increase the demand for neighborhood or regional [ ] [ ] [ ] [ X parks or other recreational facilities?
b. Affect existing recreational opportunities? [ ] [ ] [ ] [ X 06/10/2025
C8
59 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 12 Potentially
PotentiallySignificant Less ~ han
No
SignificantUnless Significant
Impact Mitigation Impact Impact
Incorporated

16. MANDATORY FINDINGS OF SIGNIFICANCE.
a. Does the project have the potential to degrade the
quality of the environment, substantially reduce
the habitat of a fish or wildlife species, cause a
fish or wildlife population to drop below self-
sustaining levels, threaten to eliminate a plant or [ ] [ ] [ ] [ X ] animal community, reduce the number or restrict
the range of a rare or endangered plant or animal,
or eliminate important examples of the major
periods of California history or prehistory?
b. Does the project have the potential to achieve
short- term, to the disadvantage of long- term,
environmental goals? ( A short- term impact on the [ ] [ ] [ ] [ X ] environment is one which occurs in a relatively
brief, definitive period of time, while long-term
impacts will endure well into the future.)
c. Does the project have impacts which are
individually limited but cumulatively considerable?
Cumulatively considerable" means that the
incremental effects of a project are considerable [ ] [ ] [ ] [ X ] when viewed in connection with the effects of past
projects, the effects of other current projects and
the effects of probable future projects.)
d. Does the project have environmental effects which
will cause substantial adverse effects on human [ ] [ ] [ ] [ X ] beings, either directly or indirectly?
12 06/10/2025
C8
60 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 13 E. DISCUSSION OF ENVIRONMENTAL EVALUATION
Land Use and Planning
Policy Consistency
The proposed project is consistent with the Vista General Plan Land Use designation of Commercial General and the zoning designation of Commercial ( C- 2) which allows gasoline facilities provided a Special Use Permit is granted by the Planning Commission following a public hearing. The project is not, however, consistent with the adopted Vista Gateway Specific Plan which does not include a gasoline fueling facility in the list of permitted land uses within Subarea 1 of " Exhibit A" . As such, the proposed project will require a Specific Plan Amendment to permit this use. The revision to " Exhibit A" is shown in bold in the following table:

EXHIBIT " A"
Subarea Approximate Land Use Maximum
Land Area ( Acres) Floor Area ( s. f.) 1 14 Discount warehouse 157,235'
Including Self- service gasoline fueling facility as an N/ A accessory use
2 12 Retail ( 3 bld.) 47, 000 Theater ( 1, 600 seats) 22, 000 Restaurant 9, 700
Total SquareFootage 78, 700
3 11 Warehouse 104,000
Retail 31, 902
Restaurant 6, 000
Total Square Footage 141,902
4 5 Creek Channel/ wetland habitat
5 22 Office Buildings (3) 206,500 Restaurant 6, 400
Multi- tenant office use or commercial 233,300
Total Square Footage 446,200
6 22 Creek Channel/ wetland habitat 446,200
S{ uare footage for Subarea 1 was increased from 157, 000 to 157,235 by an Administrative Amendment to the Specific Plan, Zoning Administrator Resolution 97- 57.

The proposedfueling station will be self- serve and controlled by a computerized system that will operate payment, fuel dispensingand turbine activation systems. No personnel will be stationed at the facility and the station will consist of three fueling islands and a small steel unit ( 48 s. f.) that houses the computer system. Since the proposed facility is considered an accessory use to the existing Costco business and will not significantly change the overall square footage allowed 13 06/10/2025
C8
61 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 14 within this Subarea of the Specific Plan, the proposed amendment is not considered a significant land use change. The proposed station will, however, generate an increase in local traffic, as described under the Transportation/Circulation section. No significant land use plan or policy impacts are anticipated to result from project implementation.

Land Use Compatibility
The proposed gasoline fueling facility would be consistent with the surrounding land uses within the Vista Gateway Specific Plan area because it is surrounded by existing and planned retail/ commercial uses. No land use compatibility impacts are anticipated and no mitigation measures are recommended.

Consistency with Development Standards
The proposed gasoline fueling facility complies with the development standards included in the Specific Plan, Section IV. A-E., as well as the Vista Development Code provisions referenced in the Specific Plan text with one exception. Implementation of the gasoline fueling facility will remove parking spaces from the Costco lot. The number of parking spaces provided will be 11 fewer spaces than required by the parking provisions of the Vista Gateway Specific Plan. Section

18. 54.050J. 1 .b. of the Vista Development Code allows the Planning Commission to approve a reduction in the number of parking spaces required by imposing an express condition of approval through the Special Use Permit process. Please refer to the parking discussion in the Transportation/Circulation section for further information on parking supply and demand.

Population and Housing
The proposed project would not have a direct impact on population and housing within the City of Vista. The proposed self- serve filling station will not require additional employees at Costco and will therefore have no effect on the existing housing supply or demand in the City. No impacts are anticipated and no mitigation is recommended.

Geologic Problems
A geotechnical study was prepared to address the geologic conditions and soils stability of the project site for construction of the proposed Costco facility. The study was prepared by MV Engineering, Inc., in 1993 and is titled: Update Preliminary Geotechnical Report Proposed Costco Wholesale Facility Portion of Parcel I, Map No. 13717 Vista, California. The results of the study concluded that the underlying deposits within Subarea 1 were stable and would adequately support the proposed Costco building. General site ground preparation recommendations were made, including removal of dump fill soils in several locations on the subjectproperty. Dump fill soils were noted as underlying the approximate location of the proposed fueling station site.

These soils were removed and replaced with suitable fill material during site grading.

The project site is fairly level and minimal grading will be required for project implementation.

Subsurface excavation will be required in the northeast corner of the fueling station area for 14 c~ ~,~, JUL 2 8 155~3 ~ r/ r~.l 5 06/10/2025
C8
62 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 15 placement of three 20, 000 gallon capacity fuel tanks. Given the minimal amount of grading required, and the level topography of the site, no significant soils erosion impacts are anticipated and no mitigation measures are recommended.

Wate~
The proposed location for the fueling station is currently utilized as a parking area for the existing Costco business. The entire study area is currently covered by impervious paved surfaces and therefore the expected amount of stormwater run- off with project implementation would not change significantly from current conditions. As expected with the existing parking lot, a certain amount of pollutants can be expected to enter the stormwater run- off ( e. g. oil, coolants) as a result of vehicle use. In addition, the proposed fueling station will incur a certain amount of accidental fuel spills from customer misuse of fueling equipment. The fueling station grounds will be washed down periodically and run- off will be captured and filtered by a grease trap before entering the City stormdrain system. The grease trap/ drain will be located in proximity to the fuel islands.

No significant water quality impacts are anticipated with the proposed project and no mitigation measures are proposed.

Air Quality
The project site is located within the San Diego Air Basin which is currently within a non- attainment area for ozone. Any project within the SDAB will contribute toward the existing adverse air quality conditions for ozone and therefore each project must implement measures as outlined in the San Diego Air Quality Management District's Regional Air Quality Strategy RAQS). Since the project is not an establishment with employees where trip reduction by ridesharing and public transit are viable, the focus will be on complying with applicable RAQS objectives for stationary source emissions. The proposed fueling station is considered a stationary source of air pollution and is regulated by the San Diego Air Pollution Control District Rules and Regulations [Rules 61.3, 61.4, 61.5, and 61.6 which address the transport, transfer, dispensing and storage of organic compounds (e. g. fuel)]. Compliance with APCD rules and regulations will reduce potential air quality impacts. No significant air quality impacts are anticipated and no additional mitigation measures are recommended beyond compliance with the San Diego APCD Rules and Regulations.

Transportation/Circulation
This section presents a summary of the report titled " Costco Fueling Station Addition Traffic Study" prepared by BRW, a traffic consultant, under contract to the City of Vista. The traffic study includes an analysisof the impacts of the proposedproject (the addition of a gasolinefueling facility at the Costco store) on the adjacent and surrounding roadway system. An analysis of the site plan is also included in the traffic study. This analysis focuses on the identification of potential impacts of queuing (cars lining up) at the fueling station on the flow of traffic on the site and an analysis of whether adequate on- site parking will remain following construction of the 06/10/2025
C8
63 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 16 fueling station.

Analysis of Project Impacts on the Surrounding Roadway System The peak period of traffic on the adjacent roadway system will occur when the combination of retail and commuter traffic is at its greatest. This period typically occurs during the weekday evening commuter peak. Therefore, existing traffic data at study area intersections was collected during this time period. Counts were conducted at key study area intersections on Tuesday, April 14, 1998. Eight intersections were included in the traffic counts and subsequent analysis. Those intersections included:

Emerald Drive/ West Vista Way
Emerald Drive/ State Route 78 WB Ramps
Emerald Drive/ State Route 78 EB Ramps
Emerald Drive/ Hacienda Drive
Hacienda Drive/ West Site Driveway
Hacienda Drive/ Center Site Driveway
Hacienda Drive/ East Site Driveway
Hacienda Drive/ Melrose Drive
The proposed project is estimated to be completed in the year 1999. Therefore, it is necessary to forecast the volume of " background" traffic on study area roadways in 1999, prior to completion of the proposed project. The existing traffic volumes were increased by 1 percent, to account for future, unknown development. In addition, trips associated with known, committed developments were also added to existing traffic volumes. Committed developments include the Downtown Vista Redevelopment project and expansion of the County courthouse.

A variety of sources are available for estimating the number of additional trips that will be generated by the fueling stations during the weekday evening peak hour. Sources include the Institute of Transportation Engineer's Trip Generation manual, the SANDAG Guide of Vehicular Traffic Generation Rates, and an independentstudy conducted for Costco at other sites in the west.

In addition to these sources, a separate study of a similar facility in Carlsbad, California, was conducted in conjunction with this study.

The independentstudy for existing Costco sites with gas pumps provided the most definitive data for determining the number of new trips that would be generated by the project. Application of the project trip generation rate resulted in 76 new project trips, with 41 entering and 35 exiting in the PM peak hour. The additional project trips were added to the existing site generated trips to determine the resultant PM peak hour trip generation of the Costco facility following construction of the twelve fueling stations. All of the site generated trips were assigned to the adjacent roadway system, with consideration of the existing distribution of traffic as well as the location of the proposed fueling stations in the southeast portion of the existing site.

An intersection Level of Service of " D" or better is generally considered acceptable. When project traffic results in a decrease in Level of Service to " E" or " F" , the project is considered 16 06/10/2025
C8
64 of 82
Mitigated Negative Declaration ND PC4~ 035/8- 086/5- 282 Page 17 to have a significant impact on the roadway system, and mitigations must be recommended to return the intersection to acceptablelevels of operation.

The existing traffic volumes, 1999 " background" traffic volumes, 1999 traffic volumes with the proposed project were then analyzed to determine the Level of Service provided at the key study area intersections during the PM peak hour. Results of this analysis are summarized in Table 1.

Intersection Existing 1999 Background 1999
without project) ( with project)
Emerald Drive/ West Vista Way D D D
Emerald Drive/ State Route 78 WB D D D
Ramps
Emerald Drive/ State Route 78 EB Ramps C C C
Emerald Drive/ Hacienda Drive C C D
Hacienda Drive/ West Site Driveway A A A
Hacienda Drive/ Center Site Driveway A A A
Hacienda Drive/ East Site Driveway A A A
Hacienda Drive/ Melrose Drive B B B
A review of the analysis results indicates that each of the analyzed intersections is currently operating at Level of Service " D" or better during the weekday evening peak. The existing intersection Levels of Service are maintained with both the 1999 background traffic volumes and traffic volumes following construction on the proposed project, with the exception of Emerald Drive where the LOS decreases from LOS C to LOS D.

Since acceptable Level of Service " D" is currently, and will continue to be, provided at each of the analyzed intersections, no mitigation measures are required to accommodate existing or forecasted traffic on the adjacentroadway system. The addition of traffic generatedby the twelve fueling bays will not result in the need to modify existing intersection geometrics or traffic controls.

On Site Circulation
A review of on- site circulation was also conducted to identify any potential impacts of the proposed addition of twelve fueling bays. While the PM peak hour represents the heaviest period of traffic flow on the adjacent roadway system, the highest demand on the project site occurs during a typical weekend peak hour. Therefore, on- site circulation was reviewed considering typical weekend peak hour demands.
17 7) c9/.5/.2 JUL 2 8 15~;3 IT.FF:I 5
06/10/2025
C8
65 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 18 The site plan review focused on two primary elements. The first element was identification of the impacts of potential queuing at the fueling station on the flow of on- site traffic The second was determination of whether adequate parking would still be available following construction of the fueling stations.

The project site plan provides queuing space for approximately 30 vehicles. Assuming a conservative service rate of six minutes per vehicle, the twelve fueling stations could service 120 vehicles per hour. With the proposed storage space of 30 vehicles, 150 entering vehicles per hour could be accommodated with the proposed site layout without impacting traffic flow.

A previous trip generation study that included four Costco facilities in the western United States indicates that the highestpeak of twelve fueling stations will generate 310 total trips to and from the pumps ( see Table 4. 1). The rate was determined by multiplying the number of pumps - 12, by a daily transaction factor of 86, and finally by a weekend peak factor of . 301 to equal 310.

Assuming a 50 percent entering split and 50 percent exiting split, approximately 155 vehicles would enter the fueling station area during the weekend peak hour. Assuming a conservative average service rate of six minutes per vehicle, twelve fueling stations can service an average of 120 vehicles per hour. The fueling station area has a queuing area before the pumps, which can hold 30 vehicles, for a total of 150 vehicles that can be accommodated without interruption to on- site traffic flow. Should a weekend peak occur, any additional vehicle queuing would likely remain on- site and not spill onto the adjacent roadway. If this were to occur, traffic control on- site would be required to ensure smooth traffic operations.

Parking
The Costco site currently provides 786 parking stalls. The gas pumps will require removing 62 parking stalls. In conjunction with the construction of the fuel pumps, the site plan indicates that 51 parking stalls will be added with re- striping. This results in a net loss of 11 parking stalls.

Observations of current parking utilization at the existing facility indicate that, between the hours of 12: 45 and 1: 45 PM on a Saturday in April 1998, there was a maximum of 410 stalls occupied, corresponding to 52 percent of the existing parking, which indicates that adequate parking is available under normal conditions.

Parking adequacy was also reviewed under peak holiday conditions. Based on a comparison of door counts at the Vista Costco on Saturday April 18, 1998 and Saturday December 13, 1997, it is estimated that peak holiday parking demand increases by 30 percent over normal operations.

This corresponds to an additional parking demand of approximately 123 spaces (410 space demand observed in April x . 30 increase in parking demand in December = 123 spaces of additional parking demand). This yields a total demand of 533 parking spaces at peak demand. The 775 parking spaces remaining following the addition of the fuel pumps and the restriping of the parking lot is adequatefor the 533 parking space peak demand.

Based on the preceding summary, the surrounding street system will adequately accommodate the additional traffic generatedby the proposed fueling station. In addition, the site plan modifications to accommodate the proposed gasoline fueling facility will provide adequate space for vehicles 18 UL 8 8 tTEr,,,l 5
06/10/2025
C8
66 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 19 going to the facility to get gasoline to queue. Finall3;, the parking remaining after the loss of parking spaces to accommodate the fueling facility will be adequate to serve normal and peak parking demands.

BiolOgical Resources
The project study area does not include any native vegetation. The project site is completely disturbed since it is already developed with a Costco Wholesale business and parking lot. The proposed project is located in the southeast corner of the site where there are presently paved parking spaces. No sensitive wildlife or plant species are present. No impacts are identified and no mitigation measures are recommended.

Energy and Mineral ReSources
The proposed project consists of constructing a self- serve gasoline fueling facility at an existing retail business site. Improvements will require short- term use of fuels for construction vehicles, and by nature of the land use proposed, will serve as a means for supplying a portion of the current fuel demand by motorists. No impacts are identified and no mitigation measures are recommended.

Hazards
The proposed fueling station will involve the transfer, storage and use of a hazardous materials.

Hazards related to the transfer, storage, and use of gasoline on the site will be reduced by the Vista Fire Department's standard plan review and approval process which is required prior to initiation installation of underground tanks or gasoline dispensing pumps. Further, a fire permit is required for fuel storage and dispensing. This permit is not issued until full compliance with local and State Fire Codes and State Building Code is demonstrated. The permit may be revoked for failure to maintain code compliance. The hazards associated with the storage and dispensing of fuel will be minimized by standard Fire Department plan review and fire permit requirements.

No impacts are anticipated in the area of hazards and no mitigation measures are recommended.

Noise
Construction of the propc;sed fueling station will result in some short- term noise impacts from removal of existing pavement, grading, and construction of fuel islands and the computer control building. The noise impacts will be minimal and there are no sensitive receptors located close to the project site. The nearest residential uses are located approximately 600 feet to the southwest at a mobile home park located south of Hacienda Drive and east of Emerald Drive. Construction activities will be limited in accordance with the Vista Development Code restrictions to between the hours of 7: 00 a. m. and 5: 00 p. m. Monday through Saturday, and prohibited on Sundays and Holidays. No significant short- term noise impacts are anticipatedand no mitigation measures are recommended.
9 06/10/2025
C8
67 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 20 Long-term noise would be generated as a result of the addition of vehicle trips accessing the proposedgasolinefueling facility at the Costco site. Given the urban nature of the Specific Plan Area, the addition of these vehicles will have a negligible effect on the ambient traffic noise along Emerald Drive and Hacienda Drive. No impacts are identified and no mitigation measures are recommended.

PUblic Services
The proposed project will not contribute to the generation of additional school-aged children within the Vista Unified School District ( VUSD) since no employees are proposed for the self- serve gasoline fueling facility. Although the proposed project will not contribute to the cumulative effect on existing school facilities, the school district has the authority to levy fees for all covered and/or enclosed areas of commercial and industrial development. As such, developer fees will be required as stipulated under the VUSD Board of Trustees Resolution 96- 40.

Police protection for the project site is provided by the San Diego County Sheriff's Department.

The proposed project will not have a direct significant impact on law enforcement services, however the proposed Specific Plan Amendment will be allowing an increase in the density allowed by the Vista Gateway Specific Plan and therefore will contribute to the cumulative adverse impact on police protection services associated with growth in the region. The proposed project will result in construction of a gasoline fueling station which will be self- serve and available to members only. Fuel will be purchased by use of Costco member cards and debit cards. No cash will be handled at this facility, reducing crime potential. In order to minimize the cumulative impacts on County Sheriff's Department services, the following measures are recommended to reduce potential adverse, cumulative impacts:

1. " No Loitering" signs shall be prominently posted.

2. Pay telephones shall be limited to the main building only and not on the premises of the fueling station.

3. Lighting shall have vandal resistant fixtures and shall be located not less than 8 feet in height from ground level. Activation of lighting shall be either by a photocell or a time clock with battery back-up since the facility is un- manned.

With implementation of tlie recommended mitigation measures, no significant impacts to existing Sheriff's Department services are anticipated.

Fire protection services are provided by the Vista Fire Department. The proposed project is located within an established commercial center with minimal risk of wildfire impacts. Fire Department plan review and approval is required prior to initiating installation of underground tanks or fuel dispensingpumps. Further, a fire permit is required for fuel storage and dispensing.

This permit is issued after application is made and full compliance with applicable local and State Fire Codes and State Building Code. An annual fee is charged and permits are not transferable, 20 cod '<7,D jUL 2 8 1558 ITEM 5
06/10/2025
C8
68 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 21 and may be revoked for failure to maintain code compliance. No significant impacts to fire services are anticipated with the proposed project and no mitigation is recommended.

Utilities
No sewer services are required for the fueling station since no restrooms are included in the proposed improvements. No public water consumption service is proposed for this station. A minimal amount of water will be required for the additional landscapingproposed to enhance the appearance of the area. An estimated water use of 85, 794 gallons per year is expected with the additional landscaping around the fueling station. Water will be supplied by Vista Irrigation District ( V. I.D.) and V. I.D. has identified no adverse impacts to their services. Proposed fuel tanks will be located outside existing sewer and water easements, avoiding potential impacts from subsurface excavation. A minimal amount of solid waste will be generated by the fueling station.

Disposal receptacles are proposed for each island, with waste pick-up to coincide with waste hauling for the Costco facility. No impacts to the existing stormdrain system are anticipated.

Refer to Water for water quality discussion.) No impacts to natural gas or communications are anticipated, as no such facilities are proposed as part of the fueling station design. No significant impacts to utilities are expected with construction of the Costco gasoline fueling facility and no mitigation measures are recommended.

Aesthetics
The proposed fueling station site is located within the boundaries of an existing Costco site, in the southeast corner of the parcel adjacent to Hacienda Drive. An existing retail establishment abuts the eastern boundary and retail/ theater/restaurant uses are planned for the vacant parcels to the south across Hacienda Drive. The proposed project is considered compatiblewith the existing and planned surrounding land uses and is proposedto match architectural treatments and colors of the existing Costco building. The proposed project includes landscaping along Hacienda Drive, around the computerized control structure, and around the periphery of the fueling station to the north and west. The proposedlandscapingwill soften the appearance of the proposed station and enhance the visual appearance of this site for motorists along Hacienda Drive. There are no scenic highways or vistas in the project vicinity. No significant light and glare impacts are anticipated because illumination at the fueling station will consist of down- cast lighting under the fueling island canopies and only security lighting will remain on after business hours.

Cultural Resources
A cultural resources study, including a records search and reconnaissance, were conducted by RECON in 1989 for the entire Vista Gateway Specific Plan area. This report indicates that the entire study area had been heavily disturbed and no historic or prehistoric material was discovered anywhere within the project area. The study also concluded that there were no recorded sites within the boundaries of Subareas 1- 6. Given the disturbed nature of the Costco site, the results of the previous study, and the fact that old dump fill underlying the proposedfueling station was removed, there is no potential for impacts to cultural or historic resources with implementation 21 06/10/2025
C8
69 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 22 of the proposed project. No mitigation measures are recommended.

Recreation
The proposed self- serve fueling station at the existing Costco Wholesale site will not result in any impacts to parks and recreation facilities within the City of Vista. No mitigation measures are recommended.

MandatOry Finding of Significance
In view of the above, it is determined that the project will not have a significant impact on the environment and an environmental impact report is not required.

F. DETERMINATION
On the basis of the preceding Initial Study:

I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared.

X ] I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached sheet have been included in this project. A MITIGATED NEGATIVE DECLARATION will be prepared.

I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required.

City Planner Date
The signature below signifies that the applicant has read and accepts the mitigation measures detailed in this Negative Declaration.

Applicant Date
22 06/10/2025
C8
70 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 23 H. CONSULTATION
Individuals and Organizations COnsulted
City of Vista Fire Department
City of Vista Sanitation Division
San Diego County Sheriff's Department
Vista Irrigation District
Vista Unified School District
Documents ConsUlted
BRW, May 22, 1998. Costco Fueling Station Addition Traffic Study MV Engineering, Inc., May 24, 1993. UpdatePreliminary Geotechnical Report Proposed Costco Wholesale Facility Portion of Parcel I, Map No. 13717
Vista Gateway Specific Plan, Adopted 1989
Vista Gateway Specific Plan Final EIR
Vista General Plan
Vista Development Code
Vista Municipal Code
Initial Study
This environmental determination is based on the Initial Study, comments received on the Initial Study and comments received during the public review period for the Mitigated Negative Declaration. Further information regarding the environmental review of this project is available at the Planning Division, City of Vista, 600 Eucalyptus, Vista, California 92084, ( 760) 726- 1340.

Preparer
The Initial Study and Mitigated Negative Declaration were prepared by Robin Putnam, City Planner, of the City of Vista Planning Division, with input from other City staff.

I. DE MINIMIS FEE DETERMINATION ( Chapter 1706, Statutes of 1990 - AB 3158) X ] It is hereby found that this project involves no potential for any adverse effect, either individually or cumulatively, on wildlife resources and that a " Certificate of Fee Exemption" shall be prepared for this project.

It is hereby found that this project could potentially impact wildlife, individually or cumulatively, and therefore, fees in accordance with Section 711.4(d) of the Fish and Game Code shall be paid to the County Clerk.
23 jUL 8 1SS.3 ITEt,/i 5
06/10/2025
C8
71 of 82
Mitigated Negative Declaration ND PC4- 035/8- 086/5- 282 Page 24 EXHIBITS:

1. Regional Map

2. Vicinity Map

3. Site Plan

4. List of Mitigation Measures
24 06/10/2025
C8
72 of 82
CAMP

PENDLETON
rat I BR,." X~K
L':'::::.""::::') Ji. I~6JF'_CT
L, O,::,",'~O." I,
ake
Henshaw
i ~ ~L :.~:: :.' .....".:.'..:: !.":....... :',,., ............. z
i','.'~..:.' ..."' ':'.~... :....'........, ............ ,.,:.,.°e° L"!:"::';.;:¥.',';: ., ='.:: . .: ....~ ""';"
i' ......"__Xe
i~ v:~!~:~F::~::~:~:~:~.= ...~,\~: ......- o.~h~:

ENCINi[A~\,., .,) ~ JULIAI
7""' "" """'' :':"'""':":;': :"'San Vicente
j~;~ ~ e '
LT'
i::~*~;'~
i~ Rese~ oi~
LA JOL. LA' ;; AI', ITEE ALPINE
T ~ J ON Love/ and Reservoir Barrett Lake
r'~,. ..... ~' I' EGO :.:,::~i::~ s-,~,,.,a, e,'~ A~ UL Reservoirm. ,.
o~;,,,. i '- ......

G| dJL,", W:;~'A

DULZURA
ii!~ Otay Lake
N
A %,
iNTERNATIONALBORDER _.-- - ,-"-" ' "" ' """ ' ""'
IMPLRIAI BEAC!
I[' ;.".'~
Y~, IDRO o...---""""""""'"""

NO SCALE
TI, JUA.NA
C~ ~/,~Q
Regional Map
JUL g 8 1~358ITEM
06/10/2025
C8
73 of 82
LOCATION MAP JUt 281'35;3 ITEM 5

COMMUNITY DEVELOPMENT PLANNING DIVISION
CITY OF VISTA, 600 EUCALYPTUS AVE., VlSTA;'CA 92083 ( 619) 726-~1340~ 06/10/2025
C8
74 of 82
2 \ !' . - ~'- · -, -:~ 06/10/2025
C8
75 of 82
EXHIBIT 4
List of Mitigation Measures

1. " No Loitering" signs shall be prominently posted.

2. Pay telephones shall be limited to the main building only and not on the premises of the fueling station.

JUL ; g 8 15,~5,3 ITEZ,,;i 5
06/10/2025
C8
76 of 82
I
EXHIBIT 4
06/10/2025
C8
77 of 82
Location #124
Vista CA
1 AMENDED AND RESTATED SECOND AMENDMENT TO GROUND LEASE THIS AMENDED AND RESTATED SECOND AMENDMENT TO GROUND LEASE (this “Amendment”), is made and entered into as of this ____ day of January, 2025 (the “ Restatement Date”), by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF VISTA, a public body, corporate and politic (“Landlord”), and COSTCO WHOLESALE CORPORATION, a Washington corporation (“Tenant”).

Recitals
A. Landlord and Tenant are parties to that certain Ground Lease dated June 17, 1993 , as amended by that certain First Amendment to Ground Lease dated July 28, 1998, and as further amended by that certain Second Amended to Ground Lease dated September 25, 2024 (collectively, the “Lease”), for approximately 14 acres of real property located in Vista, California, as more particularly described therein (the “Premises”).

Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:

1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

3. Term. The Second Extension Term shall be for ten (10) years, beginning on January 1, 2024 and expiring on December 31, 2033.

4. Notices. Section 22.6 of the Lease is hereby deleted and replaced in its entirety with the following:
“Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered to the party who is to receive such notice at the address specified herein: (i) in person, (ii) by overnight courier, or (iii) mailed by certified mail, postage prepaid. If sent by overnight courier, the notice shall be deemed to have been given one (1) day after sending. If mailed by certified mail with postage prepaid, the notice shall be deemed to have been given on the date that is three (3) business days following mailing. Either party may change its address by giving not less than fifteen (15) days’ prior written notice thereof to the other party (a “Notice Address Change”). Notice shall be delivered to the address(es) as set forth below; provided, however, that if: (a) fee title to the Premises is transferred or conveyed to a third party, and (b) Tenant has not received written notice of such transfer of conveyance, together with a Notice Address Change; then Tenant may continue to send all notices to Landlord at the address set forth below or at the address for the owner of the Premises on file with the governmental entity in charge of assessing real property taxes.

Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 31st
06/10/2025
C8
78 of 82
EXHIBIT 5
Location #124
Vista CA
2 To Tenant: Costco Wholesale Corporation
999 Lake Drive
Issaquah, WA 98027
Attn: Legal Dept/Property Management
Re: Location #124 (Vista CA)

To Landlord: Housing & Homeless Services Division
200 Civic Center Dr.

Vista, CA 92084
Attn: Jonathan Lung, Homeless Services Program
Manager

5. Miscellaneous.

a. This Lease, except as amended herein, is in all other respects fully ratified and confirmed.

b. This Amendment shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties hereto.

[Remainder of Page Left Blank; Signatures on Following Page]

Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
79 of 82
Location #124
Vista CA
Signature Page to Amended and Restated Second Amendment to Ground Lease IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

LANDLORD:

COMMUNITY DEVELOPMENT

COMMISSION OF THE CITY OF VISTA,
a public body, corporate and politic

Print Name: John Conley
Title: Executive Director

ATTEST:

Print Name: Kathy Valdez
Title: Commission Secretary

APPROVED AS TO FORM:

Print Name: Walter Chung
Title: Commission Counsel

RISK MANAGEMENT REVIEW:

Print Name: Analisa Holbrook
Title: Risk Manager

TENANT:

COSTCO WHOLESALE CORPORATION,
a Washington corporation

Print Name: Gail E. Tsuboi
Title: VP/Assistant Secretary

APPROVED
Walter C. Chung
20250121092601

Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
80 of 82
Dece mber 14, 2018
Successo r Age ncy to the Vista Redeve lopment Age ncy
Amanda Lee, Housing Progra ms Mana ge r
200 C ivic Drive
Vista, CA 92084
Re: # 124 Vista Cos tco Who lesa le Lease - Rent Increase Dea r Amand a:

Be low is the calculation for the increase due January 1, 2019 .

Base Rent Escalation Calculation
CPI Index All Urban Consumers 1982-1984 = 100 Los Angeles , Los Angeles-Long Beach-Anaheim , CA Rental Adju stment Date I ( 12/201 3):

Rental Adju stm ent Date 2 ( 11 /2018 ):

Rental Adju stment Perce ntage:

Current Annu al Base Rent:

Rental Adju stm ent Period Increase% (4 .0% Min ; 7.0% Max):

New Annu a l Base Rent:

Thanks a nd please co ntact me w ith any que stions.
~~ Sco tt Strodel
Prope1ty Manage r
cc . Rea l Estate Acco untin g
238 .742
268 .560

12.49%
$452 ,224. 63

7.0%
$483,880.35
.,./
999 Lake Drive • Issaquah, WA 98027 • www.costco.com
Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
81 of 82
Docusign Envelope ID: 4B488B9D-6458-4124-92A4-2FF542A881BB 06/10/2025
C8
82 of 82

Vista City CouncilJune 10, 2025

Vista City Council
June 10, 2025