Vista City Council
May 26, 2026

ACTION: Discussed the operations and proposed upgrades to the AVO Playhouse and provided direction to staff. No vote.
____________________________
Clerk/Secretary
Department: City Manager Item No: D3
Prepared by:

Imelda M. Huerta, Assistant City Manager
Margaret Hamer, Recreation & Community
Services Director Meeting Date: May 26, 2026
Approved by: John Conley, City Manager Agenda Location: Discussion

SUBJECT
: AVO PLAYHOUSE UPGRADES AND OPERATIONS
RECOM
MENDATION: Discuss the operations and proposed upgrades to the AVO Playhouse and provide direction to staff.

CORREL
ATION TO CITY COUNCIL GOALS: Parks and Recreation and Economic Development PRIO
R ACTION: On March 11, 2025, received the recommendation of the AVO Theater Advisory Stakeholder Committee and directed staff to issue Request for Proposals that includes public access element and bring back potential funding sources for repairs, AVO Theater usage data, and lower fee rate opportunities for City Council review (Vote: 5-0).

On M
arch 26, 2024, adopted City Council Resolution No. 2024-38, establishing a temporary advisory stakeholder committee for the Avo Theater (Vote: 5-0).

On Febr
uary 27, 2024, adopted City Council Resolution 2024-26, approving the acceptance of General Fund Grant GP2325- 0 City of Vista, for the AVO Playhouse Rehabilitation & ADA Upgrades Project and directed staff to create a stakeholder group and utilize a Request for Proposal process (Vote: 5-0).

PRIO
R CVBID ADVISORY BOARD ACTION: On February 3, 2025, recommended approval of the Downtown Special Event Organizer agreement with Humble Pie Communications (Vote: 5-0, Escarcega and Burtner absent).

On Januar
y 13, 2025, approved the recommendation to draft an agreement with Humble Pie Communications, the selected finalist for the Downtown Special Event Organizer Request for Qualifications (RFQ) (Vote: 7-0).

STAT
EMENT ON THE SUBJECT: In March of 2024, a temporary advisory stakeholder committee was established for the AVO Playhouse/Theater (AVO). The purpose of the committee was to investigate, discuss, and recommend to the City Council ways to increase the use of the AVO, located at 303 Main Street, as an economic and cultural resource for the City of Vista. The committee was tasked with performing public outreach, soliciting public input, and facilitating stakeholder discussions around increasing opportunities at the AVO. The committee was comprised of a diverse group of community stakeholders, including two CVBID Advisory Board members, two downtown business owners who were not members of AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
05/26/2026
D3

MEETING DATE: MAY 26, 2026 PAGE 2
SUBJECT: AVO PLAYHOUSE UPGRADES AND OPERATIONS
the CVBID Advisory Board, one current user of the AVO Playhouse/Theater, two representatives from local non-profits, arts organizations, or foundations, one member of the Parks and Recreation Commission, one member of the Public Arts Commission, and one City of Vista staff member. The committee met four times during a 12-month period.

A
t the recommendation of the committee, staff presented a report to the City Council in March 2025 outlining identified deferred maintenance items and proposed facility upgrades. Additionally, the committee unanimously recommended that the City Council complete the identified deferred maintenance and facility upgrades for the AVO (Exhibit A in Exhibit 1), totaling approximately $1.3 million plus contingency, to enhance the venue as a modern, multi-use destination that supports downtown visitation, increases rental opportunities, and showcases local talent.

The c
ommittee also recommended utilizing previously allocated year-end fund balance resources to offset rental fees for nonprofit-hosted events and encouraged the City Council to consider the project costs during upcoming budget deliberations, year-end fund balance discussions, and future grant funding opportunities.

After discussion, the City Council received the recommendation of the AVO Theater Advisory Stakeholder Committee and directed staff to issue a Request for Proposals (RFP) that includes public access element and bring back potential funding sources for repairs, AVO Theater usage data, and lower fee rate opportunities for City Council review. The RFP is included as Exhibit 1 for reference.

P
rior to presentation of the Committee’s recommendation report to the City Council in March 2025, the CVBID Advisory Board convened at its regular board meeting on January 13, 2025, and approved the recommendation to draft an agreement with Humble Pie Communications, the selected finalist for the Downtown Special Event Organizer Request for Qualifications (RFQ). The CVBID Advisory Board expressed strong support for Humble Pie Communications’ RFQ proposal, which included the use of the AVO Playhouse for events and outlined objectives focused on activating all areas of the CVBID while bringing live performances to the AVO Playhouse.

O
n February 3, 2025, the CVBID Advisory Board convened at its regular board meeting to review the draft agreement and approved the agreement as presented. The agreement was fully executed on February 27, 2025, and included key proposed events such as AVO Unplugged, a series of live audience performances featuring musical artists and podcasters. Recent AVO Unplugged events have included the ShredTalk skateboarding history event featuring a screening of the Skate SD documentary and panel discussion, a concert by Dutch Interior, a Rocky Horror Picture Show shadow cast performance, the Beer vs. Wine sip-off event, the Couples Unfiltered live podcast game night, and the Haunted Vista live ghost stories presentation.

S
taff released an RFP for an AVO Playhouse Operator on November 5, 2025. The RFP proposed the development and operation of the AVO Playhouse as a high-quality, mixed-use entertainment and educational venue that aligns with the City’s General Plan, attracts visitors to downtown Vista, and provides cultural and community benefits for residents. The RFP required proposals to include the design and renovation of the existing City-owned theater, including upgrades to sound, lighting, signage, and other identified improvements, along with an initial financial investment sufficient to transform the AVO Playhouse into a modern, attractive, multi-use destination that increases rentals, supports local talent, and enhances downtown economic vitality. In addition, proposals were required to address the ongoing maintenance, operation, and management of the facility while maintaining compliance with the Memorandum of Understanding between the City of Vista and IATSE Local 122 and the related Side Letter Agreement governing theater staffing and labor requirements.
05/26/2026
D3

MEETING DATE: MAY 26, 2026 PAGE 3
SUBJECT: AVO PLAYHOUSE UPGRADES AND OPERATIONS
After three extensions, the RFP closed on February 9, 2026. One proposal was submitted and was deemed non-responsive as certain requirements outlined were not met. Staff received feedback indicating that the limited response to the RFP was primarily attributable to the projected maintenance costs, which prospective operators determined would render operation of the facility financially infeasible.

S
taff reconvened and updated AVO facility deferred maintenance and upgrades costs, which total $1,803,000. The estimated are as follows:
• R
eplacement of Sign Tower - $550,000
• Seating area Curved Ceiling (Ceiling Tiles) - $350,000 • Replacement of Main Front Doors - $60,000
• Replacement of Upstairs Subflooring - $75,000
• Seating Area Lighting (Dimmable/LED (Interior & Exterior)) - $35,000 • Replace Marquee with digital displays, replace tower neon with LED, replace all neon around front entry and new lettering on tower - $220,000
• Repaint interior/exterior - $30,000
• Replacement of Ceiling Lights with LED (Seating Area) - $20,000 • Carpet Replacement (Lobby and Theater) - $25,000
• Re-Stain Exterior Concrete - $8,000
• Replacement of Exterior Hanging Globe Lights with LED. $15,000 • New Seating - $175,000
• Sound Upgrades - $60,000
• Lighting Upgrades (to dimmable LED) - $120,000
• Video Upgrades - $60,000
A
s a note, in 2024, staff received $250,000 from the State through the Budget Act of 2023 General Fund Specified Grant Projects advanced by Laurie Davies. These funds were utilized for the installation of new roofing at the AVO facility.

S
taff recommend the City Council discuss the operations and proposed upgrades to the AVO Playhouse and provide direction to staff regarding next steps.

F
ISCAL IMPACT: There is no direct fiscal impact with this discussion item. The estimated cost to complete the listed deferred maintenance items and upgrades is $1,803,000. Pending guidance from the City Council, staff will identify appropriate funding source(s) for this project at a future date. It is recommended that the use of the Year-End Fund Balance be considered as the funding source for this project.

E
XHIBITS:

1. AVO Playhouse RFP
05/26/2026
D3

ADDENDUM NO. 3
TO

REQUEST FOR PROPOSALS FOR

AVO PLAYHOUSE OPERATOR
F
EBRUARY 2, 2026
T
his addendum extends the proposal deadline to February 9, 2026, at 5:30 pm and revises the Review Schedule as set forth below.

N
ote: All proposers must acknowledge receipt of Addendum No. 3 in the cover letter of the proposal.

A. M

ODIFICATION
C
over Page
RE

QUEST FOR PROPOSALS
FO
R
A

VO PLAYHOUSE OPERATOR
R
FP Issue Date: November 5, 2025
Response Due: February 9, 2026, by 5:30 pm
1 .2 REVIEW SCHEDULE
November 5, 2025 RFP issued
05/26/2026
D3

EXHIBIT 1
January 15, 2026 By 12:00 pm (noon) Deadline for RFIs

February 9, 2026 By 5:30 pm RFP due date (Proposal Submission Date)

February 12, 2026 Notification of status to all respondents

February 25, 2026 Consultant interviews (if applicable)

Week of March 2, 2026 Selected applicant notified

*Schedule may change

End of Addendum No. 3

05/26/2026
D3

ADDENDUM NO. 2
TO

REQUEST FOR PROPOSALS FOR

AVO PLAYHOUSE OPERATOR

JANUARY 28, 2026

This addendum extends the proposal deadline to February 2, 2026, at 5:30 pm and revises the Review Schedule as set forth below.

Note: All proposers must acknowledge receipt of Addendum No. 2 in the cover letter of the proposal.

A. MODIFICATION

Cover Page

REQUEST FOR PROPOSALS

FOR

AVO PLAYHOUSE OPERATOR

RFP Issue Date: November 5, 2025
Response Due: February 2, 2026, by 5:30 pm

1.2 REVIEW SCHEDULE
November 5, 2025 RFP issued

05/26/2026
D3

January 15, 2026 By 12:00 pm (noon) Deadline for RFIs

February 2, 2026 By 5:30 pm RFP due date (Proposal Submission Date)

February 12, 2026 Notification of status to all respondents

February 25, 2026 Consultant interviews (if applicable)

Week of March 2, 2026 Selected applicant notified

*Schedule may change

End of Addendum No. 2

05/26/2026
D3

ADDENDUM NO. 1
TO

REQUEST FOR PROPOSALS FOR

AVO PLAYHOUSE OPERATOR

NOVEMBER 18, 2025

This addendum extends the proposal deadline to January 31, 2026, at 5:00 pm and revises the Review Schedule as set forth below.

Note: All proposers must acknowledge receipt of Addendum No. 1 in the cover letter of the proposal.

A. MODIFICATION

Cover Page

REQUEST FOR PROPOSALS

FOR

AVO PLAYHOUSE OPERATOR

RFP Issue Date: November 5, 2025
Response Due: January 31, 2026, by 5:00 pm

1.2 REVIEW SCHEDULE
November 5, 2025 RFP issued

05/26/2026
D3

January 15, 2026 By 12:00 pm (noon) Deadline for RFIs

January 31, 2026 By 5:00 pm RFP due date (Proposal Submission Date)

February 12, 2026 Notification of status to all respondents

February 25, 2026 Consultant interviews (if applicable)

Week of March 2, 2026 Selected applicant notified

*Schedule may change

End of Addendum No. 1

05/26/2026
D3

00034875 3
Request for Proposals (RFP)
AVO Playhouse Operator
RFP Issue Date: November 5, 2025
Response Due: December 18, 2025, at 5:00 p.m.
05/26/2026
D3

00034875 3
SECTION 1: INTRODUCTION

1.1 Purpose

The City of Vista (hereafter referred to as the “City”) is soliciting written proposals for a qualified consulting company (hereafter referred to as the “Consultant”) to enter into a lease with an operator for the AVO Playhouse located at 303 Main Street, Vista, California 92084. The purpose of this Request for Proposals (RFP) is to select a Consultant that will manage and operate the AVO Playhouse as a modern, attractive, multi-use event theater which draws visitors downtown, increases the number of rentals, and provides a venue for local talent. The selected Consultant must demonstrate competence and possess the necessary qualifications to manage the renovation and rehabilitation, operations, and maintenance of the AVO Playhouse at a fair and reasonable cost. The City’s vision is that the AVO’s entertainment would feature events such as smaller bands, comedy nights, and movies, which would not compete with the larger bands at the City’s Moonlight Amphitheatre. The AVO would still be available for other community functions, such as youth theatre, graduations, and free community events. The City will consider proposals from qualified Consultants that demonstrate experience performing the items addressed in the Scope of Work.

1.2 Due Dates

To receive addenda and submit a Bid, Consultants must register a free account with the City’s Electronic Bidding System, OpenGov Procurement, https://procurement.opengov.com/portal/cityofvista. No hard copy bids will be accepted.

Once registered, Consultants must download the RFP while logged in under their own name and identification number to appear on the Electronic Prospective Bidders List as a “Prospective Bidder.” Consultants that fail to download the RFP will not appear on the Electronic Prospective Bidders List and their proposals will be considered non- responsive. If a Consultant is unable to register or download the RFP from OpenGov Procurement, a Consultant representative may contact OpenGov Procurement to troubleshoot the problem.

All proposal documents must be uploaded via OpenGov Procurement prior to the Proposal Submission Date as instructed in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete.

At that point the Consultant will receive an email confirmation from OpenGov Procurement. Proposals must be received in OpenGov Procurement no later than 5:00 pm on Thursday, December 18, 2025. Proposals received after the above stated time and date will not be considered. Email or fax responses will not be accepted.

The City reserves the right to extend the date by which proposals are due via addendum. To be considered, Proposals shall be submitted through OpenGov Procurement no later than the Proposal Submission Date. OpenGov Procurement will determine the official time for the advertised Proposal Due Date and such determination 05/26/2026
D3

00034875 3
will be final. Any Proposals not received in a timely manner on the Proposal Due Date will not be considered.

All project related questions and requests for clarifications, changes, exceptions, and deviations to the terms and conditions set forth in this RFP (collectively, Requests for Information or “RFIs”) shall be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov Procurement. Phone call questions will not be accepted.

Answers to all submitted questions will be provided in an addendum through OpenGov Procurement. The City must receive all questions by no later than 12:00 pm on Friday, December 5, 2025. Proposers are instructed not to contact other representatives of the City, or its Mayor or City Council, in connection with the RFP prior to announcement of the contract. Noncompliance with this requirement will result in your firm’s proposal being considered non-responsive. All responses to RFIs will be provided no later than Friday, December 12, 2025, at 5:00 p.m. and sooner if possible.

REVIEW SCHEDULE

November 5, 2025 RFP issued

December 5, 2025 By 12:00 pm (noon) Deadline for RFIs

December 18, 2025 By 5:00 pm RFP due date (Proposal Submission Date)

January 14, 2026 Notification of status to all respondents

January 26, 2026 Consultant interviews (if applicable)

Week of February 2, 2026 Selected applicant notified

*Schedule may change

SECTION 2: SCOPE OF SOLICITATION

2.1 General Information about the City

The City of Vista incorporated on January 28, 1963. Located just seven miles inland from the Pacific Ocean in Northern San Diego County, Vista is approximately 19 square miles with a population of approximately 101,987. Vista houses a healthy mix of businesses including manufacturing, service, and tech firms, in addition to retail, restaurants, and breweries.

The City desires to enhance the charm, increase foot traffic, draw additional visitors to downtown Vista, and create a facility that fosters creativity and the expansion of the City’s creative arts and music scene. As part of these efforts, the rehabilitation, 05/26/2026
D3

00034875 3
maintenance, upgrades, and operation of the AVO Playhouse is anticipated to transform the AVO Playhouse into a modern, attractive, multi-use event theater destination to draw visitors downtown, increase the number of rentals, and provide a venue for our local talent.

2.2 Resources

The City of Vista Economic Development website contains information about the work of the department: www.cityofvista.com/business/economic-development. The information on this site is pertinent to business-related content.

2.3 Description of AVO Playhouse

The AVO Playhouse is located at 303 Main Street, Vista, California 92084. The City owns and operates the AVO Playhouse as a cultural arts facility and leases the adjacent restaurant space to the Curbside Café. Built in 1948 as a neighborhood movie house, the AVO Playhouse was purchased by the City of Vista and restored to accommodate live performances in 1995. The AVO Playhouse is a fully equipped performance venue (with lighting and sound systems) with a 385 seat auditorium, an elevated stage, and backstage dressing rooms with restrooms. The AVO features a concession bar area and large lobby restrooms.

SECTION 3: PROJECT REQUIREMENTS

3.1 Scope of Work

The City of Vista is pleased to offer an opportunity to qualified organizations or individuals to enter into a lease for operation of the AVO Playhouse located at 303 Main Street, Vista, California 92084. The City’s objectives for the AVO Playhouse are:
 Develop and maintain high-quality, mixed-use entertainment and educational center that is consistently in use and aligns with the City’s General Plan.  Bring people from outside of Vista to the theater (improving the economic vitality of the downtown).
 Utilize the theater for the benefit of community members.

All proposals must include the following:
 Design and renovation of the existing City-owned AVO Playhouse building, including upgrades to the sound, lighting, and signage, including the items identified in Exhibit A.
 An initial financial investment into the AVO Playhouse for rehabilitation and upgrades in an amount sufficient transform the AVO Playhouse into a modern, 05/26/2026
D3

00034875 3
attractive, multi-use event theater destination that will draw visitors downtown, increase the number of rentals, and provide a venue for our local talent (hereinafter “Initial Investment.”)
 Maintenance, operation and management of the City-owned AVO Playhouse building.
 Maintain compliance with the MOU between the City of Vista and IATSE, Local 122 (Attachment B) and the Side Letter of Agreement Regarding the AVO Playhouse (Attachment C):
o In accordance with the Side Letter of Agreement Regarding the AVO Playhouse, entertainers performing at the AVO will be allowed to utilize their regular crew to support their performances, but if the entertainment will require additional labor in excess of the existing and essential regular crew members within the Scope of Article 2 of the MOA, City employees who are covered by the MOA shall have the first-right-of refusal to the additional work.

Consultant’s proposal must include an Initial Investment of funds for the design, renovation and upgrade of the AVO Playhouse in an amount sufficient to transform the AVO Playhouse into a modern, attractive, multi-use event theater destination that will draw visitors downtown, increase the number of rentals, and provide a venue for our local talent. The Agreement will be structured as a multi-year lease.

Consultant must propose a rent structure that includes a Base Rent and Percentage Rent. In order to offset for the Initial Investment, Consultant may propose a low initial Base Rent and a Percentage Rent that commences upon the Consultant’s recovery of its Initial Investment from operation of the AVO Playhouse. Lease terms related to payment of rent and the term of the lease will be negotiated as described in Section 6 of this RFP. If negotiations result in a below market rate lease with public subsidy, the lease agreement will require payment of prevailing wages in accordance with Labor Code section 1720 through 1815 et seq.

3.2 Additional Consultant Responsibilities

Consultant will be required to adhere to all requirements and responsibilities described in the Sample Lease Agreement, attached to this RFP. This includes insurance and business licensing requirements.

SECTION 4: PROPOSAL REQUIREMENTS

The proposals must contain the following information in order to be considered:
05/26/2026
D3

00034875 3

4.1 Cover Letter

The cover letter, on firm letter head, should not exceed one (1) page in length and should summarize key elements of the proposal. The letter must include the telephone number, fax number (if applicable), website, email address, and physical address of your office.

The cover letter must include a statement that the Consultant can meet the City's insurance requirements. A cover letter must provide the name and title of the person(s) who are authorized to answer questions about this RFP. All copies shall be signed by an individual or, if a corporation, a corporation officer with the power to bind the company or corporation to its proposal. To be considered, all proposals shall be completely responsive to this RFP.

4.2 Content of Proposal

Each response to the RFP must include the following information:

1. A response to each of the following eligibility requirements:
a. A summary of the professional background of each administrative and/or project staff person that will be assigned to this project. b. An explanation of how the consultant has the proven capability to perform the work on schedule and with knowledge, skills, and experience relevant to the scope of work.
c. Provide at least three (3) professional references, including contact information, who can attest to consultant’s ability to perform the requirements of this RFP.

2. A proposed budget with the following requirements (separate electronic file uploaded to OpenGov Procurement, excluded from page count limit):

Submit your budget for the first five years of operation:
a. Include the Initial Investment for maintenance, operations, and upgrades, including interest paid on loans and other carrying costs. b. Include a conceptual plan for proposed renovations or upgrades to the existing facility, and a plan for how the facility will be repaired and maintained. The plan must include cost estimates and a timeline for design and construction.
c. Include a description of your organizational structure, including a list of all leadership and management positions, all staff positions, number of staff for each position, a brief duty statement of each position, and starting salaries for staff positions. Consultant shall use City staff (if available) for technical needs due to City contract requirements with union employees.
05/26/2026
D3

00034875 3
d. Include all operating costs by line-item with detailed monthly costs/annual costs.
e. Include the pre-booking costs for the entertainment acts. f. Include within the line item details an operating reserve and identify the amount considered by the organization as minimum operating reserve needed. This should include an amount capitalized monthly.
g. Include a plan for paying a rental fee to the City for the venue. This must include a proposed Base Rent and Percentage Rent.

Consultant may propose options to offset for the Initial Investment, including a low initial Base Rent and commencing Percentage Rent after the Consultant recovers its Initial Investment via profits from operation of the AVO Playhouse.

3. Submit your business plan, identifying your goals and explaining how you will achieve them. Include a timeline to meeting each goal and identify which of these goals will be accomplished prior to starting operations.

4. Submit your proposed term for the lease agreement.

5. Submit your organization’s knowledge and experience in the performing arts, including talent buying to locate and book acts and organizing and coordinating events with a nonprofit for community programming.

6. Submit your organization’s experience in facility management and if none, how will you prepare to responsibly take on the responsibilities of the Project.

7. Financial Plan: Identify your present funds available. If the amount is below the cost to operate the first six months, submit the amount needed and your fund-raising plan to raise the gap amount prior to the execution of the agreement/lease.

8. Describe how the organization will generate income annually and the source of that income: rental, tickets sales, donations, as examples.

9. Submit a schedule of events for the first six months operation, including:
a. The type of acts, like entertainers, plays, etc.
b. Provide the programming by month.
c. Identify the person by name who will be responsible for booking acts, their experience in performing this work and their duty statement.

10. Describe your outreach, promotional plan (both local and regional) to get the AVO Playhouse known regionally.

11. An estimation of costs should the City require that a certain number of days be reserved for community events annually. Include three different estimates based upon the number of days being 30, 60, and 90. Assume 05/26/2026
D3

00034875 3
that the City will only pay the staffing costs associated with the use of the theater for the “community days”.

12. Statement proposing a certain duration of contract with a justification for the term proposed. The term can vary based upon the number of days set aside for “community days” per item #11 above. This would allow the consultant to submit three alternatives for the City’s consideration.

13. Respondents are encouraged to support and partner with local organizations and non-profits to create community benefits.

Proposals must consider all applicable laws and available industry guidelines as they apply to liability, public health standards, Americans with Disabilities Act (ADA) access and the highest standards of maintenance of all facilities and equipment.

Proposals should address any required site improvements, including but not limited to drainage, gutters, walkways, utilities, landscaping, and ADA compliance for the AVO Playhouse.

Note: Any item missing from the 13 items above could result in the proposal being incomplete, and not scored, and therefore deemed ineligible.

SECTION 5: SELECTION PROCESS

5.1 Proposal Documents

The Proposal Documents must comply with this RFP and must respond to all requested information. The emphasis of the proposal should be on responding to the requirements set forth in this RFP as explained in Sections 3 (Scope of Work) and 4 (Proposal Requirements).

5.2 Review of Proposals

All proposals shall be reviewed and evaluated for responsiveness to the RFP to determine whether the applicant possesses the professional qualifications necessary for the satisfactory performance of the services required. Qualifications of all parties that provide a response to this RFP will be investigated.

5.3 Selection Criteria

The award to the successful Consultant will be based upon the response to the qualifications and requirements outlined in this RFP. Consultants will be evaluated based on the following criteria:

 Previous experience managing similar venue types with similar sized live events (25 Points).
05/26/2026
D3

00034875 3
 Overall cost of the service to City, including revenue sharing potential with the City and local non-profit organizations (25 points).
 References that exhibit the ability to perform the items addressed in the Scope of Work (25 points).
 Quality of submittal and completeness of financial projections and budgets (25 points).

SECTION 6: Award of Lease Agreement

Upon completion of the review period, applicants whose proposals will be considered for further evaluation will be notified. All applicants so notified may be required to attend an in-person interview and negotiate in good faith. An appraisal of market rate for the AVO Playhouse will be conducted prior to or during the lease negotiations. Applicants notified will negotiate in good faith regarding lease terms, including term length, rent structure and rental rate. If negotiations result in a below market rate lease, which constitutes a public subsidy, the lease agreement will require payment of prevailing wages for public work in accordance with Labor Code section 1720 through 1815 et seq.

The City reserves the right to reject any proposal due to responsiveness issues, to reject all proposals in its discretion, and to waive any minor irregularities. The award of the Agreement, if made by the City, will be based upon the review of all proposals against the evaluation criteria and any Proposer interviews, as described in Vista Municipal Code Section 3.08.060.B.

Once a Consultant has been selected, the Consultant will be expected to execute the attached Lease Agreement. (Exhibit D) The City shall not be contractually obligated to any applicant until duly authorized representatives of both the Consultant and the City sign, approve and fully execute an agreement.

RIGHT TO REJECT PROPOSALS
The City reserves the right to delay the project or reject any or all proposals submitted, and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise.

The City reserves the right to extend the due date, accept or reject any or all proposals received as a result of this request, negotiate with any qualified consultant or cancel this RFP in part or in its entirety. The City may require the selected consultant to participate in negotiations and to submit such technical, fee, or other revisions of their proposals as may result from negotiations.

All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to award of a written contract will be 05/26/2026
D3

00034875 3
borne by the Respondent. The City will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other cost or obligation of any kind, which may be incurred by the Respondent. All proposals submitted to the City of Vista become the property of the City.

DISCLOSURE
All Proposals become the property of the City unless a return is specifically requested as specified in the following section. The City is a public agency subject to the disclosure requirements of the Public Records Act, California Government Code Section 7921.000 and following. These requirements include an exemption for "trade secrets". If any proprietary information is contained in or attached to the written proposal, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a Public Records Acts request, you must agree in writing to defend and indemnify the City of Vista if litigation results.

LATE, MODIFIED, OR WITHDRAWN PROPOSALS
All proposal documents and supplementary documents must be uploaded using OpenGov Procurement prior to event date and time as determined by OpenGov Procurement. Once file(s) have been uploaded and the Submission Status shows as "Submitted" the submission is complete. Proposals received via mail, e-mail, and fax will not be accepted.

Any modification of a Proposal, except a modification resulting from the City's request for "best and final" offer, is subject to the same conditions as the initial submission.

Proposals may be withdrawn at any time prior to Notice of Intent to Award.

Thereafter, all Proposals constitute firm offers, subject to negotiation and execution of definitive documents that will remain open and cannot be revoked, withdrawn, or modified for a period of six (6) months thereafter.

05/26/2026
D3

Item Cost Estimate
Sign Tower needs to be replaced 300,000$
Seating area Curved Ceiling – Need new ceiling tiles 250,000$ Front doors – Main front doors need to be replaced 60,000$ Fire Alarm system replaced 25,000$
Upstairs subflooring needs to be replaced. 15,000$
Replace Marquee with digital 70,000$
Roof replacement 100,000$
Repaint exterior 8,000$
Replace ceiling lights in seating area with LED 20,000$ Paint mesh panels black, above front of stage near the ceiling. 1,500$ Replace carpet in lobby and aisles in seating area 15,000$ Re-stain exterior concrete, paint planter vases and capstones on wall 5,000$ Replace exterior hanging globe lights with LED 8,000$
Remove wall art hanging system and lights from walls of lobby -$ Repaint lobby. Same color scheme 4,000$
Replace seating 175,000$
Sound 60,000$
Lighting upgraded to dimmable LED 120,000$
Video 60,000$
Total 1,296,500.00$
Already Funded Items
Sewer Line 70,000$

EXHIBIT A
05/26/2026
D3

MEMORANDUM OF AGREEMENT
between

CITY OF VISTA, CALIFORNIA
and

INTERNATIONAL ALLIANCE OF THEATRICAL

STAGE EMPLOYEES, MOVING PICTURE

TECHNICIANS, ARTISTS, AND ALLIED

CRAFTS OF THE UNITED STATES AND
CANADA, LOCAL 122
July 10, 2024 through June 30, 2027

EXHIBIT B
05/26/2026
D3

TABLE OF CONTENTS
Page
ARTICLE 1: RECOGNITION................................................................................... 1 ARTICLE 2: UNIT REPRESENTED AND SCOPE OF WORK............................... 1 ARTICLE 3: AUTHORIZATION FOR DUES DEDUCTION.................................... 1 ARTICLE 4: MANAGEMENT RIGHTS................................................................... 2 ARTICLE 5: DEFINITIONS.................................................................................... 2 ARTICLE 6: CALL PLACEMENT........................................................................... 3 ARTICLE 7: CANCELLATION POLICY.................................................................. 3 ARTICLE8: STAFFING......................................................................................... 4 ARTICLE 9: STEWARD......................................................................................... 4 ARTICLE 10: WORKING CONDITIONS................................................................ 5 ARTICLE 11: MOTION PICTURE AND TELEVISION PRODUCTION................... 7 ARTICLE 12: PROGRAM ACKNOWLEDGEMENT............................................... 7 ARTICLE 13: GRIEVANCE PROCEDURES.......................................................... 8 ARTICLE 14: NON- DISCRIMINATION.................................................................. 10 ARTICLE 15: UNION VISITATION......................................................................... 11 ARTICLE 16. NO STRIKE, LOCKOUT OR CONCERTED ACTIVITY.................... 11 ARTICLE 17: IMPASSE PROCEDURES............................................................... 11 ARTICLE 18: LABOR MANAGEMENT COMMITTEE............................................ 11 ARTICLE 19: SAVINGS CLAUSE.......................................................................... 11 ARTICLE 20: AGREEMENT AND WAIVER........................................................... 12 ARTICLE 21: DURATION OF AGREEMENT......................................................... 12 ARTICLE 22: WAGE SCHEDULE.......................................................................... 12 EXHIBIT A — MOONLIGHT WAGE SCALE............................................................. 14 05/26/2026
D3

City of Vista and IATSE Local 122
Memorandum of Agreement
This Agreement is entered into between the City of Vista, California (" City") and the International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists, and Allied Crafts of the United States and Canada, Local No. 122 (" Union") effective on the 10th day of July, 2024 (" Effective Date"). The City and Union are jointly referred to below as the "parties."
ARTICLE 1: RECOGNITION
The City recognizes the Union as the representative of the employees performing services covered by this Agreement as set forth in Article 2, and recognizes the Union as the sole' and exclusive collective bargaining representative of these employees.

ARTICLE 2: UNIT REPRESENTED AND SCOPE OF WORK
The Union represents all employees ( currently these employees are temporary part- time employees) in preparation for and work during theatrical productions or presentations at the City's Moonlight Amphitheatre and the AVO Playhouse that are performed by theatrical stagehands and craftspeople, including the placing and operation of production related scenery, curtains, lighting, electrical effects, spot lights, sound and sound accessories, computer equipment used during productions or presentations, video equipment, motion picture equipment, costumes, wigs, makeup, data projectors, theatrical rigging and automation.

Theatrical productions and presentations are those events produced by the City of Vista that are presented to the general public for the express purpose of providing entertainment. Theatrical productions and presentations shall not include other events held at the Moonlight Amphitheatre or the AVO Playhouse, such as internal City of Vista business meetings, free community events, Moonlight Cultural Foundation non- profit fundraising events, or other events for non-profit entities, government entities or schools, unless represented employees are utilized for the event ( e.g. Moonlight Youth Theatre is covered by this Agreement).

ARTICLE 3: AUTHORIZATION FOR DUES DEDUCTION
Union is authorized to request City to make payroll deductions for Union membership dues, initiation fees, and general assessments on behalf of the bargaining unit employees identified in this Agreement in compliance with California Law. City shall honor all certified dues deduction authorizations submitted by the Union in compliance with California Law, provided however, that any Union member may terminate such dues during the period of October 1 through October 10 of each year of this Agreement by notifying the Union in writing of their election to terminate dues deduction. Such notification shall be delivered in person or by U.S. Mail and shall be in the form of a 05/26/2026
D3

letter containing the following information: employee name, job classification and the name of the Union from which dues deductions are to be canceled. The Union shall provide the City's Human Resources Office with the appropriate documentation to process dues cancellations within ten ( 10) business days after the close of the withdrawal period.

Dues, initiation fees and assessments authorized by bargaining unit employees will be deducted from the unit members' compensation and shall be made payable to IATSE Local 122 and provided to the Union at 3737 Camino Del Rio South, # 307, San Diego, CA 92108.

The Union shall indemnify and hold Employer harmless against any and all claims, demands, suits, or other forms of liability that shall arise out of or by reason of the application of this Article.

ARTICLE 4: MANAGEMENT RIGHTS
The authority of the City includes, but is not limited to, the exclusive right to determine the mission of its constituent departments, commissions and boards; set standards of service; determine the procedures and standards of selection for employment and promotion; direct its employees; take disciplinary action; relieve its employees from duty because of lack of work or for other legitimate reasons; maintain the efficiency of governmental operations; determine the methods, means and personnel by which government operations are to be conducted; determine the content of job classifications; take all necessary actions to carry out its mission in emergencies; exercise complete control and discretion over its organization and the technology of performing its work, provided, however, that the exercise and retention of such rights does not preclude employees or their representatives from consulting or raising grievances over the practical consequences that decisions on these matters may have on wages, hours and other terms and conditions of employment.

ARTICLE 5: DEFINITIONS
A. Base Rate — The minimum hourly rate of pay for work performed at straight time hours.

B. Departments — Includes ( 1) Carpentry/ Scenic Art, (2) Audio/ Video, ( 3) Rigging/ Automation, ( 4) Electrics, ( 5) Properties, ( 6) Wardrobe & Costumes, ( 7) Hair & Makeup, and ( 8) Video.

C. Department Head — The person designated by the City as the head of a Department listed above.

D. Crew — Employees who work on a crew in one or more of the Departments listed above.
2 05/26/2026
D3

E. Department Director — The director of the Recreation and Community Services Department or their designee.

F. Supervisor — The Community Services Program Manager overseeing productions at the Moonlight Amphitheatre and the AVO Playhouse or their designee.

ARTICLE 6: CALL PLACEMENT
All employees covered by this Agreement must be approved to work for the City by completing all prerequisitesfor hiring, which currently include (1) passing a drug screen test, ( 2) submitting to live scan fingerprinting so a background check can be performed, and (3) completing sexual harassment training.

The parties acknowledge that the City already has a pool of temporary part-time at -will employees that have been working at the Moonlight Amphitheatre and the AVO Playhouse, and that these employees will be the first ones called for work under this Agreement.

The City shall have the right to hire additional persons who express interest in working at the Moonlight Amphitheatre or the AVO Playhouse. The City agrees that whenever it is in need of additional persons to perform the services covered by this Agreement, it will telephone or otherwise contact the Union and request such employee( s). Requests for employees shall be placed with the Union no later than two ( 2) business days prior to the requested call time to allow the Union Business Representative adequate time to fill such requests in a timely matter. The Union agrees, upon the request of the City, to furnish a sufficient number of qualified employees, to meet its requirements on a non- discriminatory basis. If the Union fails to furnish a sufficient number of qualified employees, City can obtain persons from other sources.

In the event the City determines in its sole discretion that a specific individual is needed to perform work within the scope of this Agreement ( e.g. including but not limited to fabric painter, foam sculptor, theatrical "Flying by Foy" operator), the City may employ such designated individual( s) to perform such work, with the understanding that such individual need not be referred by the Union. The City will notify the Union Business Representative or the Steward prior to its employment of such individual.

Upon request, the City will provide a current list of bargaining unit employees on the payroll to the Union.

ARTICLE 7: CANCELLATION POLICY
Should the City cancel a work call or performance, the City shall notify the Steward and the Union not less than twenty four (24) hours prior to the scheduled start time. If the call is cancelled less than twenty four ( 24) hours in advance, each scheduled employee shall be paid for the length of the original call. Such notification shall not be required in 3 05/26/2026
D3

the event of force majeure (e.g. including but not limited to fire, earthquake, flood, storm, power failure, civil disorder, terrorist activities, weather cancellation, pandemic, Covid- 19 outbreak, etc.). This provision does not affect the City' s right to end work calls earlier than scheduled or to release employees from the next day' s calls, so long as the minimum number of hours are paid for the current day's work.

ARTICLE 8: STAFFING
A. When work is performed within the scope of this Agreement, a maximum of one person per Department will be that Department Head.

B. In addition to a Department Head, a Department will have Crew Members. If a Department has more than five ( 5) Crew Members on a call, one Crew Member shall be designated as an Assistant. When the City emails Crew Members to work on a call, the City shall copy the Union Steward.

C. The City shall have the right to select the Department Head for each Department.

D. The Department Head shall be the first person on and the last person off any call involving the Department. The Assistant shall be the second person on and the second to the last person off, or, in the absence of the Head, the first person on and the last person off any call involving that Department.

E. Department Heads will supervise Crew Members and will manage efficient productivity in the best interest of the City. Department Heads shall be working Crew Members in addition to Department Heads. The City shall make its best efforts to schedule staff meetings before, during or after work calls.

F. Yellow Card Production - For events traveling under a yellow card, the yellow card shall determine crew requirements and conditions. For motion picture and/or television filming or taping conducted by a production company signatory to the IATSE Producers Agreement, the additional terms, conditions, staffing and rates stipulated in that Producers Agreement shall supplement any performance related terms and conditions required under the terms of this Agreement.

ARTICLE 9: STEWARD
A. One Department Head shall be designated the Job Steward by the Union Business Representative. The Steward is a working member on the call, and the Steward will automatically become a member of the Labor Management Committee, and will advise the City of circumstances that arise pertaining to personnel, equipment and materials which may affect the call. The City agrees to allow the Steward ample time to insure proper crew calls during the work call.

B. Should the Steward's interpretation of this Agreement be in conflict with the City's interpretation of the Agreement, the Steward will comply with the City's direction when lH
05/26/2026
D3

the issue arises, and will notify the Union Business Representative at a later time, who shall attempt to resolve the issue with the City. If the issue cannot be resolved informally, the City's interpretation of the Agreement is subject to challenge through the Grievance Procedures. The Employer will not discriminate against the Steward for the performance of their duties.

C. The Steward may assist in the handling and/or investigation of grievances. Time off without pay will be granted to the Steward for the purpose of handling and/or investigating grievances, provided it does not interfere with the conduct of the City's business operation. In the event that the Steward and any employee need to leave the work area during their shift while handling or investigating grievances, they shall notify the supervisor on duty and obtain approval. Furthermore, the Steward shall not have any authority to alter, amend, or modify any provisions of the Agreement.

ARTICLE 10: WORKING CONDITIONS
A. Minimum Call - Except as otherwise noted herein, employees shall be guaranteed a minimum of four ( 4) hours of compensation for each work call.

B. Work Week — The City's work week commences at 12.01 a. m. on Wednesday and ends on midnight the following Tuesday.

C. Overtime — The City is subject to the Fair Labor Standards Act (" FLSA"). As such, overtime is paid for hours worked in excess of 40 in a workweek at one and one-half times the employee' s regular rate of pay.

D. Performance Call -- A performance call shall consist of the time associated with a performance: for all Crew, two (2) hours prior to the scheduled curtain time through the time that the performance is complete and secured.

E. Meal Period — Any employee who works over five ( 5) hours in a work day will receive a one - hourduty free unpaid meal period. The time of the meal period will be subject to the needs of the production as determined by the Technical Director. If an employee works over five ( 5) hours and no meal period is provided, the City shall pay one hour of pay at the employee's base rate as a penalty. For any work period of less than six (6) hours, the meal period can be waived by mutual consent of the City and the employee. A second meal period of not less than thirty minutes is required if an employee works more than ten hours per day, except that if the total hours worked is no more than 12 hours, the second meal period may be waived by mutual consent of the City and employee only if the first meal period was not waived. If a second meal period is required but not provided, the City shall pay one hour of pay at the employee' s base rate as a penalty.

F. Turnaround — For the same event, employees shall have a minimum of eight ( 8) hours of turnaround time ( a period during which the employee is released from work), ri
05/26/2026
D3

or, in the absence of an eight ( 8) hour release period, employees shall be compensated at one and one- half ( 1 1/ 2) times the base rate.

G. Mileage -- Whenever an employee is required to travel in the course of their employment and the employee is required to supply their own transportation, the employee shall be paid a mileage allowance at the applicable IRS mileage reimbursement rate. This allowance does not apply to commuting to and from work, e.g. if the employee is assigned to report to an offsite location, the travel between their home and the offsite work location at the start or end of workday is considered commuting to and from work. Administration of the mileage reimbursement shall be as set forth in the City's Personnel Rules.

H. Hazardous Conditions -- Hazardous conditions as defined in this Agreement exist when an employee is working over thirty ( 30) feet above the floor -- not to include working on loading bridges, fly floors, scissor lifts, gridirons, or on any safety walk over thirty inches in width that is enclosed with permanent safety railing. Hazardous conditions shall also include when an employee is required as part of their job duties to handle open flame, firearms or ammunition ( blanks included), blades or infectious agents (defined in 8 California Code of Regulations Section 5193, Bloodborne Pathogens), presenting a risk of death, injury or illness to employees. For any employee working in hazardous conditions during their shift, the City shall pay the employee a stipend equivalent to one hour at the employee' s regular rate of pay, in addition to his normal wages for the shift. For instances in which the employee is required to work under multiple hazardous conditions within their shift, or the hazardous conditions are present throughout their shift, additional stipends may be accrued within a single shift per mutual agreement of the Employer and the Steward.

I. Incidental Adjustment of Eguigment -- Recognizing that collaborative work environment is necessary to achieve artistic excellence, non -bargaining unit personnel such as technical staff, management, department supervisors, artists, designers, and directors may perform incidental work (e.g., adjust theatrical elements, including but not limited to, scenery, properties, theatrical lighting, sound, video, costumes, wigs, hair and makeup or any other theatrical related equipment) so long at the action does not displace any employee covered under this Agreement.

J. Crossover Work -- Should any provision of this Agreement require that the City employ an employee for a call during which that employees is not required to perform specific work in their department for the entire duration of the call, then that employee may be required to perform work on another crew which is covered by the terms of this agreement. It is understood that any crossover in work assignments will not interfere with a Union employee' s principal duties. The Employee' s rate of pay will remain the same for the duration of the crossover work. The Steward shall be notified when such instances arise.

K. Costumes — If an employee is require to appear on stage in costume during a performance, the costume will be provided by the City.
l:
05/26/2026
D3

L. Safety — Both the City and the Union recognize the mutual benefits of promoting and maintaining safe working conditions. Employees shall not perform any unsafe practices due to the absence of the proper tools or safety equipment. The City has, at all times, the right to demand that all employees work in a manner consistent with safe working practices. The City shall comply with all OSHA, Cal -OSHA and other applicable safety and health regulations at the City's expense.

ARTICLE 11: MOTION PICTURE AND TELEVISION PRODUCTION
A. For production of motion pictures or television shows by an outside production company involving the use of the City's facilities, as covered in Article 2 of this Agreement, there shall be employed a minimum of two ( 2) heads of departments, and the minimum rate of pay for such employees shall be the existing producers scale, as stated by the association of Motion Picture and Television Producers, Inc. unless otherwise specified below.

B. Production of Theatrical Presentations for broadcast or distribution: For the filming of the City's Theatrical Presentations, for the purposes of commercial or public broadcast or distribution the City will employ all department heads and crew required for the Theatrical Presentation for the duration of the filming. The minimum rate of pay for such employees shall be the existing producersscale, as stated by the IATSEArea Standard Agreement and as changed from time to time. The call shall not be less than eight ( 8) hours per day.

The City may retain any non -union employees already working the Theatrical Presentation.

C. Production for News, Publicity or Historical Documentation: The City, authorized photographers, and/or accredited news media may photograph, preserve, a rehearsalor performance or any portion thereof, for the purposes of publicity, promotion, or news coverage without any additional compensation to any employees. City authorized film footage of the current attraction for purposes ( not for commercial use) may be made without additional compensation.

D. It shall be the responsibility of the City to notify the Union of their intent to engage in activities covered in this section.

E. If the City does not notify the Union pursuant to the procedures set forth in this section, the City must pay a minimum call of two (2) persons for each eight (8) hour day during which covered activities are engaged. This sub -section will be fully applicable for each day until the City has given proper notice to the Union.

ARTICLE 12: PROGRAM ACKNOWLEDGEMENT
City agrees to include the following in the program when and where any other Union receives such credit: "This production operates under an agreement with the 7 05/26/2026
D3

International Alliance of Theatrical Employees Local No. 122." All credit given to Union members in the program shall be denoted as members of a professional trade union.

ARTICLE 13: GRIEVANCE PROCEDURES
A. Grievance Defined
A grievance is a complaint of an employee, a group of employees or the Union arising out of the City's application or interpretation of existing City rules or practices, or provisions of this MOU.

B. Informal Grievance
An informal grievance is one which is discussed between the employee and his/her supervisor and is subsequently resolved, dropped or passed on to the formal grievance level.

C. Formal Grievance
A formal grievance is one which has been submitted in writing and which meets all of the following criteria:

1. The grievance must arise out of and result in a complaint of an employee, employees or the Union relating to a working condition, violation of the Personnel Ordinance or Rules, or violation of a provision of this MOU, except in instances where the right of appeal is prohibited by the Personnel Ordinance or Rules;

2. The grievance must concern specific situations, matters or incidents that have occurred;

3. The grievance must be within the power of the City Manager to correct;

4. The grievance must not require the modification of any ordinance, rule or policy established by the City Council or law.

D. Grievances Initiation
A grievance shall be initiated and pursued only at the request of an employee, a group of employees or the Union.

E. Time Spent in Grievance Procedure
An employee shall not be compensated for time spent in hearings.

F. Time Limits
05/26/2026
D3

Time limits specified in these procedures may be extended by mutual agreement between the City and the employee or Union. Regular scheduled days off shall not be counted when applying any of the time limits provided for in these procedures. For this purpose, sick leave is not considered a regular scheduled day off. Grievances that are not taken to the next step within the time limits will be considered resolved and the employee presumed to be satisfied. Unless otherwise stated, a day shall be defined as a City Hall business day and all time limits will commence on the next City Hall business day.

G. Combining Grievances
Grievances involving a group of employees or one issue grieved by several employees may be handled as a single grievance.

H. No Reprisal
No reprisal shall ever be taken by the City against any employee by reason of their assertion of their rights under this grievance procedure.

Informal Grievance Procedure
Whenever possible, every effort will be made to resolve an employee grievance at the informal level. The employee and his/ her supervisor should discuss the matter informally and shall attempt to resolve the problem together. The supervisor shall respond to the grievance orally within two (2) days of the original discussion.

J. Formal Grievance Procedure
Formal grievances which meet the criteria set forth in Section C above and shall be submitted on the form prescribed by the Personnel Officer. The grievance form shall at least contain:
a. The specific circumstances complained of;
b. The inequity or damage suffered by the employee or Union; C. The relief sought.

The employee may have representation of their choice and such representatives shall be named on the grievance form. The City may limit the number of representatives to one.

1. Formal ( Written) Grievance
If the issue is not resolved to the satisfaction of the employee or Union, the employee or Union may present a written grievance to the supervisor within ten ( 10) days of the D1
05/26/2026
D3

supervisor' s oral decision or twenty ( 20) days of the incident giving rise to the grievance.

The supervisor shall respond on the form and present it to his/her immediate superior ( if any below the Department Director level) within two ( 2) days of receipt, and forward a copy of the formal grievance to the Personnel Officer. The superior shall hear the grievance within ten ( 10) days of receipt and provide a written decision within ten ( 10) days after the hearing.

2. Grievance to Department Director
If the issue is not resolved, the employee or Union may present the written grievance to the Department Director within ten ( 10) days of receiving the superior' s written decision.

The Department Director shall hear the formal grievance within ten ( 10) days of their receipt and shall render a decision in writing within ten ( 10) days of the hearing.

3. Mediation
If the employee or Union is not satisfied with the decision of the Department Director, within 15 calendar days of receipt of the Department Director' s decision, the employee or Union may request the grievance be submitted to mediation. Any costs associated with mediation shall be equally shared by the Union and the City.

Upon request to mediate the grievance, the City shall make the formal, written request for a mediator from the California State Mediation and Conciliation Service.

If the grievance was mediated and resolved, the mediator shall be requested to provide a written summary of the outcome; a description of the dispute and the resolution reached by the parties.

If the grievance was mediated and not resolved, the mediator shall be requested to render a written, advisory opinion letter to the employee, the Union and the City within 15 calendar days of the final mediation session. This opinion is non -binding and is intended to advise the employee, the Union and the City of the mediator' s recommendation to settle the grievance.

4. Grievance to the City Manager
If the issue is not resolved through mediation, the employee or Union may present his/her written grievance to the City Manager, or their designee, who shall hear the grievance within ten ( 10) days of its receipt and provide a written decision within five days of the hearing. This decision shall be final.

ARTICLE 14: NON- DISCRIMINATION
A. There shall be no discrimination or harassment of any employee on the basis of race, religion, color, sex, gender, gender identity/ gender express ion/transgend er, sexual orientation, national origin, ancestry, age, physical or mental disability, medical 10 05/26/2026
D3

condition, marital status, genetic information, military or veteran status or any other characteristic that may be protected by federal, state or local law, ordinance or regulation.

B. No provision of this Agreement shall be interpreted or applied to preclude any employee from pursuing any legal right the employee may have under federal, state or local laws prohibiting discrimination or unequal treatment.

ARTICLE 15: UNION VISITATION
The Union' s Business Representative or his designated agent shall be permitted to visit the City's premises regarding Union matters so long as the visit shall not interfere with production or the conduct of the City's business.

ARTICLE 16: NO STRIKE. LOCKOUT OR CONCERTED ACTIVITY
In consideration of the mutual desire of the parties to promote and ensure harmonious relations, the City agrees that there shall be no lockout or the equivalent of members of the Union, and the Union and its members agree that there shall be no strike or other concerted action ( including, but not limited to work slowdowns, work -to -rule, blue flue or other actions) resulting in the withholding of service by the members during the term of this Agreement. Should such a strike or other concerted action by Union members occur, Union shall immediately instruct its members to cease and desist. The curtailing of operations by the City in whole or in part for legitimate operational or economic reasons shall not be construed as a lockout.

ARTICLE 17: IMPASSE PROCEDURES
The procedure for resolution of impasse in negotiations over a new MOU upon the expiration of this MOU is set forth in the City Personnel Rules.

ARTICLE 18: LABOR MANAGEMENT COMMITTEE
The Union and the City agree that in the best interest of both parties and the employees to communicate regarding common concerns on an ongoing basis. To better accomplish this the parties agree that a labor management cooperation committee will be created with three members appointed by each party, to meet quarterly to discuss whatever topics the committee members decide upon in an effort to mutually resolve issues before they become problems or issues of dispute between parties.

ARTICLE 19: SAVINGS CLAUSE
In the event any provision of this Agreement is finally held or determined to be illegal or void as being in contravention of any laws, rulings, or regulations, the parties will promptly enter into negotiations concerning the substance thereof. If the parties cannot agree on the issue, then the provision will be void for the duration of this Agreement. If 11 05/26/2026
D3

any part or parts are held or determined to be void or illegal, the remainder of this Agreement shall remain in full force and effect unless the parts found to be void render the balance of this Agreement inoperable.

ARTICLE 20: AGREEMENT AND WAIVER
A. This MOA sets forth the full and entire agreement of the parties regarding the matters set forth herein and any other prior or existing understanding or agreements over said matters between parties, whether formal or informal, are hereby superseded or terminated in their entirety.

B. No agreement, alteration, understanding, variation, waiver or modification of any of the terms or provisions contained herein shall in any matter be binding upon the parties hereto unless made and executed in writing by said parties and, if required, approved and implemented by City Council.

C. The waiver of any breach, term or condition of the MOA by either party shall not constitute a precedent in the future enforcement of all its terms and provisions.

ARTICLE 21: DURATION OF AGREEMENT
This Agreement is effective as of July 10, 2024. This Agreement will remain in full force and effect to and including June 30, 2027, and in each year thereafter, unless written notice by electronic and U.S. mail, or by registered or certified mail, of termination or desired modification is given by the City or the Union at least sixty (60) days prior to June 30, 2027.

ARTICLE 22: WAGE SCHEDULE
The wage schedule for bargaining unit members is attached as Exhibit "A." This wage schedule will be implemented no later than the second pay period after this Agreement is executed. No employee will receive a reduction in their hourly rate of pay as a result of this Agreement taking effect. Employees shall not be paid different wages rates for performing identical work duties on any given show.

A. Existing Employee Placement within theRay Plan
Existing employees will be assigned to the Step in their respective Department that is equal to or higher than their existing hourly wage. This will apply to an employee' s primary rate as well as any alternative rates assigned to that employee.

B. New Emplovee Placement within the Pay Plan
New employees shall be placed at the first step of the salary range to which their class is assigned except as follows:
12 05/26/2026
D3

When it appears that the education and previous training or experience of a proposed employee are superior to those required of the class and justify a beginning salary in excess of such minimum compensation, the Department Director may authorize an appointment to a position at any higher step.

C. Advancement Through the Pay Plan
Normally, and as a general rule, employees will be considered eligible for a step increase according to the following plan:

The numbers 1, 2, 3, and 4, respectively, denote the various steps in the pay range.

Salary Step 2 will be paid after 1,000 accrued hours of employment at Salary Step 1.

Salary Step 3 will be paid upon completion of 1,000 accrued hours of employment at Salary Step 2.

Salary Step 4 will be paid upon completion of 1,000 accrued hours of employment at Salary Step 3.

An employee who accrues 1,000 hours at Salary Step 4 will move to Step 1 of the next Stage Tech level.

Upon the execution of this Agreement, step assignments shall be assigned to existing employees, and this will be the date of the commencement of accrual of hours.

Commencement of accrual hours for new employees begins upon their hire date.

D. Withholding of a Step Increase
Step increases may be withheld in the event an employee's performancehas beenless than satisfactory. The denial of a step increase shall be in writing and shall be discussed with the employee, along with the area(s) of their performancewhich need improvement. For an employee whose step increase has been withheld, a follow- up review will occur after 300 accrued hours of employment.

If at the end of the 300 accrued hours, the employee' s performance is determined to be acceptable and satisfactory, the step increase may be granted upon the recommendation of the Department Director. The effective date of that step increase shall then become the employee' s new hourly accrual start date. 13 05/26/2026
D3

EXHIBIT " A"

MOONLIGHT

WAGE SCALE

CARPENTRY/ SCENIC ART

DEPARTMENT
STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26.30 26.95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24.42 STAGE TECH 3 - CREW CHIEF 20. 54 21.06 21. 58 22. 12
STAGE TECH 2 - LOAD/ BUILD/ SCENIC ART CREW 18. 61 19. 08 19. 55 20.04 STAGE TECH 1 - SHOW CREW 16. 86 17. 28 17. 71 18. 16
AUDIO DEPARTMENT STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26. 30 26.95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24. 42 STAGE TECH 3 - AUDIO BOARD OP 20. 54 1 $ 21. 06 21. 58 22. 12 STAGE TECH 2 - A2/ MIC RUNNER 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1 - AUDIO LOAD CREW 16. 86 17.28 1 17. 71 18. 16 ELECTRICS DEPARTMENT STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26.30 26. 95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24. 42 STAGE TECH 3 - LIGHT BOARD OP 20. 54 21. 06 21. 58 22. 12 STAGE TECH 2 - SPOT OPERATOR 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1 - ELECTRICS LOAD CREW 16. 86 17.28 1 $ 17. 71 18. 16 VIDEO DEPARTMENT STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26.30 26.95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24. 42 STAGE TECH 3 - VIDEO BOARD OP 20. 54 21. 06 21. 58 22. 12 STAGE TECH 2 - VIDEO CONTENT CREW 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1 - VIDEO LOAD CREW 16. 86 17. 28 17. 71 18. 16 14 05/26/2026
D3

RIGGING/ AUTOMATION

DEPARTMENT
STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26. 30 26. 95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24. 42 STAGE TECH 3 - AUTOMATION BOARD OP 20. 54 21. 06 21. 58 22. 12 STAGE TECH 2 - FLY RIGGING LOAD CREW 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1 - GROUND RIGGING LOAD CREW 16. 86 17. 28 17. 71 18. 16 WARDROBE DEPARTMENT STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26.30 26.95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24.42 STAGE TECH 3 - WARDROBE SHOW LEAD 20. 54 1 $

21. 06 1 $ 21. 58 1 $

22. 12
STAGE TECH 2 - DAY CALL STITCHER 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1 - DRESSER/ WARDRODE LOAD CREW/ LAUNDRY 16. 86 17. 28 17. 71 18. 16 HAIR & MAKE- UP DEPARTMENT STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26. 30 26.95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24.42 STAGE TECH 3 - HAIR & MAKE- UP SHOW LEAD 20. 54 21. 06 21. 58 22. 12 STAGE TECH 2 - HAIR & MAKEUP ASST. TO DESIGNER 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1- HAIR & MAKEUP ARTIST 16. 86 1 $ 17. 28 17. 71 18. 16 PROPERTIES DEPARTMENT STEP 1 STEP 2 STEP 3 STEP 4
STAGE TECH 5 - DEPARTMENT HEAD 25. 03 25. 65 26. 30 26. 95 STAGE TECH 4 - ASSISTANT ( if more than 5 crew members) 22. 67 23. 24 23. 82 24.42 STAGE TECH 3 - PROPERTIES SHOW LEAD 20. 54 21. 06 21.58 1 $ 22. 12 STAGE TECH 2 - PROPS RUNNER 18. 61 19. 08 19. 55 20. 04 STAGE TECH 1 - PROPS LOAD CREW/ REPAIR 16. 86 1 $ 17. 28 17. 71 18. 16 15 05/26/2026
D3

The Parties have executed this Agreement through their authorized representatives on the dates set forth below.

For the Employer: For the Union,
City of Vista, California International Alliance of Theatrical Stage Employees, Moving Picture Technicians,
Artists, and Allied Crafts of the United States
and Canada, Local No. 122
By. , By:

Dolores scon Robert Morales
Human esources Director Business Agent
By: By:
ike Pacheo
Recreation & Community
Services Director
By:

Mi ke radford
Recreation & Community
Services Operations Manager
Nathan Woods
Union Steward
By-
J
Tyler Christensen
Union Steward
16 05/26/2026
D3

EXHIBIT C
05/26/2026
D3

05/26/2026
D3

1 LEA

SE AND OPERATING AGREEMENT

BETWEEN THE CITY OF VISTA AND
_____________________
AVO Playhouse
303 Main Street,
Vista, California 92084
THIS LEASE (“Lease”) is entered into as of between the City of Vista, a chartered municipal corporation (“Landlord”) and _______________________ (“Tenant”).

Recitals
A. Landlord is the owner of real property (“Real Property”) located at 303 Main Street, Vista, California 92084 (APN: 1752711300), all rights appurtenant to that Real Property, and the improvements located on the Real Property (collectively, “Property”).

B. The Property is improved with a building of approximately 12,300 square feet with a theatre, stage, and ticket office (“Building”), and other improvements, including audio and visual equipment, and signage (collectively, the “Leased Premises”). Exhibit A, Map of Property, depicts the Property, among other areas. Exhibit A is attached hereto and incorporated herein by this reference.

C. Tenant desires to lease from Landlord and Landlord desires to lease the Leased Premises to Tenant for the “Required Lease Use” as defined in Section 2(b).

NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are acknowledged, the parties agree as follows:

Section 1. Lease of Premises
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for the Term (as defined in Section 3 below), at the rental rate, and upon all of the terms and conditions set forth herein, the Leased Premises.

Section 2. Use
(a) The Leased Premises shall be used and occupied only for the Required Lease Use as described in sub-paragraph (b), below. Tenant, at its own expense, shall immediately comply with all laws, ordinances, rules, regulations, requirements, or orders of municipal, state and federal authorities now in force or that may later be in force, including, but not limited to, all provisions of the Americans with Disabilities Act of 1990 (the “ADA”) and Title 24 of the California Administrative Code (“Title 24”) and the Memorandum of Agreement between the City of Vista and International Alliance of the Theatrical State Employees, Moving Picture Technicians, Artists, and Allied Crafts of the United States and Canada, Local 122 (Exhibit C) and the Side Letter of Agreement Regarding AVO Playhouse (Exhibit D) (collectively, “Legal Requirements”) applicable to the Leased Premises or Tenant's use or occupancy thereof or alterations thereto. Tenant shall not cause or permit any hazardous material to be brought upon, kept, used, released, discharged, or disposed of in or about the Leased Premises; provided, however, that Tenant shall have the right to use and store reasonable and customary amounts DRAFT

EXHIBIT D
05/26/2026
D3

2 of
chemicals and/or solvents used for ordinary office equipment, so long as such use and storage complies with all applicable laws, regulations, and ordinances. (b) The Required Lease Use consists solely of maintaining, managing, and operating the Leased Premises as a high-quality theatre and mixed-use entertainment and educational center that is consistently in use and utilized for the benefit of community members (“Required Lease Use”) and as further described in Section 6, subsection (B), as “Permitted Use”.

Section 3. Term
The term (the “Term”) of this Lease shall be for a period of ______ years commencing on (“Lease Commencement Date”) and ending on
( “Expiration Date”), unless terminated sooner in accordance with the terms of this Lease.

Section 4. As-Is Condition
Tenant agrees that it is leasing the Leased Premises on an “AS-IS” basis, with all defects, without any representation or warranty by Landlord or its agents as to the condition of the Leased Premises or their fitness for Tenant's use, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Leased Premises, and any easements, covenants or restrictions of record. Tenant acknowledges that Landlord and its agents have not made any representations or warranties that the Leased Premises or the Building comply with applicable laws, regulations, ordinances, and governmental mandates (“Legal Requirements”), including, but not limited to, the ADA, Title 24, any transportation management plans, or any laws relating to hazardous substances or materials, and as a material inducement to Landlord, Tenant assumes any and all responsibility for causing the Leased Premises to comply with all Legal Requirements throughout the Term, and will indemnify Landlord for any Claims (as defined below) alleging or establishing otherwise.

Tenant acknowledges that it has satisfied itself that the Leased Premises are suitable for its intended use. Landlord shall have no obligation to do any work in and to the Leased Premises in order to prepare the Leased Premises for occupancy or use by Tenant. Tenant agrees protect, indemnify, defend and hold harmless the Landlord from all claims arising out of this lease and their use of the building.

Section 5. Rent – Required Provision of Services and Space by Tenant (A) Basis for Reduced Monthly Rent
Rat
her than paying full market monthly rent to Landlord for use and occupancy of the Leased Premises, Tenant shall pay the reduced rent described below and: (a) renovate and upgrade the Lease Premises into a modern, attractive, multi-use event theater destination; (b) maintain, manage, and operate the Leased Premises as required by this Lease; and (c) render services required by the Required Lease Use as described in Section 2(b). Tenant acknowledges that Landlord would not have provided the Leased Premises to Tenant at a reduced rent unless Tenant had agreed to offer the Required Lease Use, including the initial investment of capital to design and renovate the building and operate, manage and maintain the Leased Premises, through the Term of this Lease. It is mandatory and imperative that Tenant consistently and continuously provide the Required Lease Use, without interruption, for DRAFT
05/26/2026
D3

3 the
full Term of the Lease. Failure to do so may result in the City terminating the Lease prior to the expiration of the Term of the Lease.
(B) Monthly Rent
(1) [MONTHLY RENT SHALL BE DETERMINED DURING NEGOTIATION] All Rent payments shall be paid in advance on the first day of each calendar month. (2) All rent to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand at the address designated herein for notices. Tenant agrees that it would be impracticable or extremely difficult to fix the actual damage to Landlord accustomed by the failure of Tenant to make any payment of rent within ten (10) days of the due date and, therefore, Tenant agrees that if any payment of rent is not made within ten (10) days of its due date, Tenant agrees to pay Landlord a ten percent (10%) late charge.
(C) Percentage Rent
(1) [PERCENTAGE RENT SHALL BE DETERMINED DURING
NEGOTIATION.]
(D) Delinquent Rent
If
Tenant fails to pay the rent when due, Tenant will pay, in addition to the unpaid rents, five percent (5%) of the delinquent rent. If the rent is still unpaid at the end of fifteen (15) days, Tenant shall pay an additional five percent (5%) [being a total of ten percent (10%)], which is hereby mutually agreed by the parties to be appropriate to compensate CITY for loss resulting from rental delinquency, including lost interest, opportunities, legal costs, and the cost of servicing the delinquent account. Notwithstanding the foregoing, in no event shall the charge for late payments of rent be less than Twenty-five Dollars ($25). (E) Inspection of Records and Audit
Tenant agrees to make any and all records and accounts available to Landlord for inspe
ction and audit at all reasonable times so that Landlord can determine Tenant’s compliance with this lease. These records and accounts will be made available by Tenant at the Leased Premises and will be complete and accurate showing all income and receipts from use of the premises. Tenant’s failure to keep and maintain such records and make them available for inspection by Landlord is a breach of this lease and cause for termination. Tenant shall maintain all such records and accounts for a minimum period of five (5) years. (F) Abatement
In
the event of any casualty or condemnation affecting the Leased Premises, this Lease shall terminate immediately and Landlord shall have no duty or obligation to provide Tenant with other City owned premises or to assist Tenant in relocating to non-City owned premises.

Section 6. Management and Operation
(A) Competent Management
DRAFT
05/26/2026
D3

4 T
hroughout the term of this lease agreement, Tenant shall provide competent management of the Leased Premises to the satisfaction of the City Manager. For the purposes of this paragraph, “competent management" shall mean demonstrated ability in the management and operation of a facility similar to the AVO Playhouse in a fiscally responsible manner. (B) Permitted Use
It is expressly agreed that the Leased Premises shall be used by Tenant solely and exclusiv
ely for the purpose of a theatre and entertainment venue featuring events such as music productions, readings, seminars, galas, performing arts, art exhibitions, live theatre, smaller bands, comedy nights, and movies and other similar special programs by other groups which are related and consistent with the aforementioned uses and for such other related or incidental purposes as may be first approved in writing by the City and for no other purpose whatsoever.

Tenant shall manage and operate the Leased Premises in accordance with the Memorandum of Agreement between the City of Vista and International Alliance of the Theatrical State Employees, Moving Picture Technicians, Artists, and Allied Crafts of the United States and Canada, Local 122 (Exhibit C) and the Side Letter of Agreement Regarding AVO Playhouse (Exhibit D).

Tenant covenants and agrees to use the Premises for the above specified purposes and related activities, and to diligently pursue said purposes throughout the term hereof. (“Permitted Use”)
(C) Operation of Facilities [Subject to negotiation]
A schedule of events, not less than 100 per year, shall be established by Tenant. Tenant shall
actively and continuously and in a professional and businesslike manner, furnish services to the public in conformity with all applicable rules, regulations and ordinances of the City.

Tenant shall operate the Leased Premises and perform all services in accordance with Exhibit E (RFP) and Exhibit F (Tenant’s Response to RFP). (D) Rates and Charges [Subject to negotiation]
(E) City Use [Subject to negotiation]
The premises shall be available to Landlord, by reservation, for civic events and special programs, free of charge, except where Tenant has previously scheduled events or programs.

After every Landlord use, the Leased Premises shall be left in the same condition found, and Tenant shall not be required to incur any additional costs by reason of Landlord’s use. (F) Political Activities
The Leased Premises shall be used exclusively for the purposes specified in Section 2 - Use. The Leased Premises shall not be used for working or campaigning for the nomination or election of any individual to any public office, be it partisan or nonpartisan.

Section 7. Real Property Taxes; Possessory Interest
(A) The terms of this Lease may result in the creation of a possessory interest. If such a DRAFT
05/26/2026
D3

5 possessory interest is vested in Tenant, Tenant may be subjected to the payment of personal property taxes levied on such interest. Tenant will be responsible for the payment of, and will pay before delinquent, all taxes, assessments, fees, permit, inspection, license and other public charges of whatever nature that are assessed against the Leased Premises or arise because of the occupancy, use, or possession of the Leased Premises. Tenant further agrees not to allow such taxes, assessments, fees, etc., to become a lien against the Leased Premise or any improvements thereon. Nothing herein contained shall be deemed to prevent or prohibit Tenant from contesting the validity or amount of any such tax, assessment, or fee in the manner authorized by law.

(B) Landlord agrees to give appropriate written instructions to public authorities for taxes, assessments, and public charges payable by Tenant to make sure that statements and billings will be mailed directly by public authorities to Tenant. Tenant shall deliver to Landlord, on demand, original receipts or photocopies evidencing payment of all taxes, assessments, and public charges payable by Tenant. If Tenant fails to pay taxes, assessments, and charges on or before the last day on which payment may be made without penalty or interest, Landlord may, but shall not be obligated to, pay those taxes, assessments, or charges, together with interest and penalties. Tenant shall repay any amounts that Landlord may pay pursuant to this provision, together with interest at a rate of ten percent (10%) per annum, to Landlord on demand as additional rent.

Section 8. Personal Property Taxes
During the Term, Tenant shall pay all taxes assessed against and levied upon fixtures, furnishings, equipment, and all other personal property of Tenant contained in the Leased Premises prior to delinquency, and when possible Tenant shall cause these fixtures, furnishings, equipment, and other personal property to be assessed and billed separately from the real property of Landlord. If any of Tenant's fixtures, furnishings, equipment, and other personal property is assessed and taxed with Landlord's real property, Tenant shall pay to Landlord Tenant's share of the taxes within thirty (30) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of the taxes applicable to Tenant's property.

Section 9. Improvements/Alterations

(A) Improvements/Alterations

No improvements, structures, or installations shall be constructed on the premises, and the premises may not be altered by Tenant without prior written approval by the City Manager.

Further, Tenant agrees that major structural or architectural design alterations to approved improvements, structures, or installations may not be made on the premises without prior written approval by the City Manager, and any discretionary and ministerial approvals required by ordinance or statute. This provision shall not relieve Tenant of any obligation under this lease to maintain the premises in a decent, safe, healthy, and sanitary condition, including structural repair and restoration of damaged or worn improvements. Landlord shall not be obligated by this lease to make or assume any expense for any improvements or alterations.

(B) Acceptance of Premise

By signing this lease, Tenant represents and warrants that it has independently inspected the premises and made all tests, investigations, and observations necessary to satisfy itself of the condition of the premises. Tenant agrees it is relying solely on such independent inspection, DRAFT
05/26/2026
D3

6 tests, investigations, and observations in making this lease. Tenant further acknowledges that the premises are in the condition called for by this lease, that Landlord has performed all work with respect to the premises, and that Tenant does not hold Landlord responsible for any defects whether apparent or latent, in the premises, including the presence of any hazardous wastes.

(C) Entry and Inspection

Landlord reserves and shall always have the right, but not the obligation, to enter said premises for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the premises, or to inspect the operations conducted thereon, or the condition of the plants. In the event that such entry or inspection by Landlord discloses that said premises are not in a decent, safe, healthy, and sanitary condition, Landlord shall have the right, after ten (10) days written notice to Tenant, to have any necessary maintenance work done at the expense of Tenant, and Tenant hereby agrees to pay, promptly any and all costs incurred by Landlord in having such necessary maintenance work done, in order to keep said premises in a decent, safe, healthy, and sanitary condition.

Section 10. Maintenance and Repair

(A) Tenant acknowledges that Tenant is leasing the Leased Premises on an “as is” basis. Tenant shall, subject to Landlord's obligations under this Lease, at all times during the Term, and at Tenant's sole cost and expense, keep, maintain, and repair the building and other improvements upon the Leased Premises in good and sanitary order and condition (except as otherwise provided in this Lease) including without limitation, the maintenance and repair of doors, window casements, glazing, plumbing, pipes, electrical wiring, and conduits, and the heating and air conditioning system (if any) including the maintenance of a service contract with a heating and air conditioning contractor approved by Landlord. Landlord will pass through all contractors’ equipment warranties to Tenant for the term of those warranties. Tenant shall also at Tenant's sole cost be responsible for any alterations or improvements to the Leased Premises necessitated as a result of the requirement of any municipal, state, or federal authority. By entering into the Leased Premises, Tenant shall be deemed to have accepted the Leased Premises as being in good and sanitary order, condition, and repair, and Tenant agrees on the last day of the Term or on sooner termination of this Lease to surrender the Leased Premises with appurtenances, in the same condition as when received, reasonable use and wear and damage by fire, act of God, or by the elements excepted. Tenant shall regularly sweep and clean the sidewalks adjacent to the Leased Premises, as needed, and shall be responsible for keeping the Leased Premises' trash enclosure free of debris.

(B) During the term of this Lease, and until the expiration or termination thereof, Landlord, at Landlord’s sole expense, shall keep in good order, condition and repair the foundations, exterior walls and roof of the Premises, except for (a) any damage thereto caused by any negligent act or omission of Tenant or its agents, contractors, subcontractors, employees or invitees, (b) any such portions of the Leased Premises to the extent affected by any Tenant Improvements, and (c) any damage or destruction covered by insurance required to be maintained by Tenant. If such work is required, Tenant may advise Landlord and Landlord, in a reasonable time, shall accomplish the work.

Section 11. Compliance with Laws
Tenant shall, at Tenant's sole cost, comply with all of the requirements of all municipal, state, and federal authorities now in force or that may later be in force pertaining to the use of DRAFT
05/26/2026
D3

7 the Leased Premises, and shall faithfully observe in this use all municipal ordinances and state and federal statutes now in force or that shall later be in force. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party or not, that Tenant has violated any order or statute in this use, shall be conclusive of that fact as between Landlord and Tenant. Tenant shall not commit, or suffer to be committed, any waste upon the Leased Premises, or any nuisance or other act or thing that may disturb the quiet enjoyment of any other Tenant in the building in which the Leased Premises may be located.

Section 12. Construction and Opening Date

(A) Construction

Tenant, at its sole cost and expense, shall commence construction of Tenant's Work as described in Exhibit B and more particularly described in the Final Plans for such work that have been approved by Landlord, promptly upon receipt of all necessary permits required for commencement of Tenant's Work (collectively, the "Building Permits"), and shall diligently prosecute the same in order to achieve completion of Tenant's Work on or before the Opening Date, in accordance with all deadlines and requirements stated in Exhibit B and in accordance with Section 9 (Improvements/Alterations) above.

(B) Construction

Whenever there is any construction to be performed on the Lease Premises, Tenant shall deposit with Landlord, prior to commencement of said construction, a faithful performance bond in the amount of 100 percent of the estimated construction cost of the work to be performed. The bond may be in cash or may be a corporate surety bond or other security satisfactory to Landlord.

The bond shall insure that the construction commenced by Tenant shall be completed in accordance with the plans approved by City or, at the option of Landlord, that the uncompleted construction shall be removed and the Leased Premises restored to a condition satisfactory to Landlord. The bond or cash will be held in trust by City for the purpose specified above or at Landlord's option it may be placed in an escrow or other trust approved by Landlord.

(C) Construction of Tenant Improvements; Liens

Tenant shall pay when due all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at, on, or for use in the Leased Premises, and shall defend, indemnify, protect and hold harmless the Leased Premises and Landlord against the same (including, without limitation, the costs of defending against such claims, and reasonable attorney's fees incurred therein). Tenant shall keep the Leased Premises and any interest therein, free and clear of all mechanics' liens and all other liens. Tenant shall give Landlord immediate written notice of any lien filed against the Leased Premises or any interest therein related to or arising from work performed by or for Tenant. Tenant shall give Landlord not less than ten (10) days' prior written notice of the commencement of Tenant's Work or any Tenant Improvements in the Leased Premises, and Landlord shall have the right to post notices of non-responsibility in or upon the Leased Premises as provided by law. If any lien or levy of any nature whatsoever is filed against the Premises or Tenant's leasehold interest, then upon Landlord's request, Tenant shall furnish to Landlord a corporate surety bond, satisfactory to Landlord, in an amount equal to one and one-half (1 ~)times the amount of the claims upon which such lien or levy has been filed.

Such bond shall be acknowledged by Tenant as principal and by a corporation, licensed by the DRAFT
05/26/2026
D3

8 Insurance Commissioner of the State of California to transact the business of a fidelity and surety insurance company, as surety. Landlord shall have the right to declare this Lease in default in the event the bond required by this paragraph has not been deposited with Landlord within ten (10) days after written request has been delivered to Tenant.

(D) Title to Tenant Improvements

Upon the expiration or earlier termination of this Lease, any and all Tenant Improvements, trade fixtures, structures and installations which may be made in or upon the Leased Premises shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Term without compensation to Tenant unless Landlord requires their removal by Tenant.

All patent rights, trademarks, trade secrets, copyrights, and licenses arising from the operation and lease of the Leased Premises and products acquired, donated or produced, shall immediately vest in Landlord, and Tenant hereby agrees to relinquish any claims to all such rights in favor of Landlord. Any perfection of such rights by Tenant shall immediately vest in Landlord by operation of law.

(E) Compliance with Prevailing Wage Laws

[ Subject to modification pending negotiations. Provided the Initial Investment and Rent do not result in a below market rate rent term is as follows: Tenant acknowledges and agrees that Tenant shall be responsible for determining whether any construction, alteration, demolition, installation or repair work performed by Tenant under this Lease constitutes "public work" under California Prevailing Wage Law, including Labor Code sections 1720 through 1815, et seq. (the "PWL"), and that if it does then (a) Tenant shall cause such work to be performed as a "public work," including, but not limited to, the payment of applicable prevailing wages to the all persons or entities subject to the PWL; and (b) Tenant shall cause all persons and/ or entities performing "public work" under this Lease to comply with all applicable provisions of the PWL. In no event shall Landlord be responsible for Tenant's failure to comply with any applicable provisions of the PWL. Tenant's alleged or actual violations of the PWL shall constitute an event of default under this Lease, and Tenant shall defend and indemnify Landlord and its officers, employees, council members and agents from and against any and all claims, assessments, back-wages, penalties, change orders, suits, liability, judgments, damages, proceedings, orders, directives, costs, including reasonable attorneys' fees, arising from or relating to any actual or alleged violations of the PWL, or other application of laws, ordinances or regulations, by any person or entity (other than Landlord), including but not limited to Tenant, performing construction, alteration, demolition, installation, repair and/ or any other type of work contemplated under this Lease.]

(F) Asbestos Disclosure

Landlord discloses to Tenant that portions of the structural components of the premises may contain asbestos. Tenant acknowledges having received notice from Landlord of the presence of such asbestos in accordance with Health and Safety Code Section 25915. Tenant shall disclose the existence of asbestos on the leased premises, as required by Health and Safety Code Section 25915. Tenant agrees to indemnify and hold Landlord harmless from any loss or claim which may result from the existence of asbestos on the leased premises.

Section 13. Indemnity; Waiver of Liability; Insurance
DRAFT
05/26/2026
D3

9 (A) Indemnity

Tenant shall protect, indemnify, defend and hold harmless Landlord and its officials, directors, officers, partners, employees, agents, successors and assigns (collectively, “Indemnitees”) from and against any and all claims, demands, obligations, damages (including consequential and/or punitive damages), costs, liabilities, actions and judgments (collectively, “Claims”) including, without limitation, Claims for injury or damage to persons or property, and Claims for penalties, fines and reasonable attorney's fees and costs (including attorney's fees and costs incurred to enforce this indemnity), incurred in connection with or arising from this Lease, however the same may have been caused (including, without limitation, if caused in whole or in part by the act, omission, or active or passive negligence of Indemnitees, except with respect to any Indemnitee, to the extent caused by the willful or criminal misconduct or such Indemnitee), and including, without limiting the generality of the foregoing, Claims arising out of or in connection with: (1) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or (2) the use or occupancy or manner of use or occupancy of the Leased Premises by Tenant or any person or entity claiming through or under Tenant, or (3) the condition of the Leased Premises or any occurrence or happening on the Leased Premises from any cause whatsoever, or (4) any act, omission or negligence of Tenant or any person or entity claiming through or under Tenant, or of any or Tenant's agents, employees, contractors, Tenants, licensees, invitees or visitors, occurring in, on or about the Leased Premises, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any alterations, or (5) any failure by Tenant to surrender the Leased Premises at the end of the Term, including, without limitation, all rent and damages payable. In the event any action or proceeding is brought against any Indemnitee for any Claim against which Tenant is obligated to indemnify or provide a defense to an Indemnitee hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant's sole expense by counsel approved by Landlord, which approval shall not be unreasonably withheld. The provisions of this Section shall survive the expiration or earlier termination or this Lease. In the event that this indemnity exceeds the indemnity permitted by law, the indemnity shall be curtailed only to the minimum extent to eliminate those portions of the indemnity which exceed what is legally allowed. (B) Insurance
(1) During the entire Term of this Lease, Tenant shall, at Tenant's sole cost, but for the mutual benefit of Landlord and Tenant, maintain general public liability insurance against claims for personal injury, death, or property damage occurring in or about the Leased Premises and on any sidewalks directly adjacent to the Leased Premises. The limitation of liability of this insurance shall be not less than $2,000,000 in respect to injury or death of one person and to the limit of not less than $2,000,000 in respect to any one accident and to the limit of not less than $2,000,000 with respect to property damage, or other lesser amounts of coverage as approved by Landlord in its sole and absolute discretion. (2) Tenant agrees at all times during the Term and during any extension (if applicable),to maintain in force, at Tenant’s sole cost and expense, insurance, insurance on the building and improvements that may be built or placed on the Premises, against the hazard of fire, with all standard extended coverage, including vandalism and malicious mischief, in an amount equal to their full insurable value, with a replacement cost endorsement, excluding the cost of excavation and of foundation below the level of the ground. Tenant further agrees that once every two years during the Term and any extension, Tenant will review with the insurance DRAFT
05/26/2026
D3

10 companies issuing the insurance the costs of building, labor and materials, and other pertinent factors to determine whether the stipulated value of the building and improvements stated in the insurance is adequate. If the stipulated value is determined by the insurance companies to be inadequate, Tenant agrees to immediately adjust aggregate amount of the insurance to the extent required to make the stipulated value adequate. Landlord agrees to cooperate fully with Tenant in making this determination for stipulated value and from time to time furnish to Tenant any pertinent facts and figures that Tenant requests, including but not limited to furnishing, on or before the Lease Commencement Date, the cost of constructing the building and other improvements on the Premises. Tenant agrees to give prompt, written notification to the Landlord as to the results of these periodic determinations for stipulated value. Tenant agrees that if the building and improvements on the Premises are destroyed and the proceeds of the insurance policy and any policy carried by Landlord amount to less than the cost of rebuilding the building and improvements, Tenant will advance and pay any sum, which along with the insurance proceeds is necessary to meet the cost of rebuilding. No work or repair or reconstruction shall be undertaken until Tenant has delivered to Landlord plans and specifications for the work that are to be prepared by a competent architect, Landlord approves them (which approval will not be unreasonably withheld), and Tenant delivers to Landlord an estimate of the cost of the work to be done in accordance with the plans; the estimate is to be prepared by a competent contractor. If Tenant fails to commence the rebuilding, reconstruction, repair, or restoration of any building or improvement as required under this Lease, Landlord or any beneficiary under deed of trust covering the Premises, if permitted by the deed of trust, may, but shall not be obligated to, enter the Premises and do whatever may be necessary for the rebuilding, reconstruction, repair, or restoration of any building or improvement as required of Tenant under the terms of this Lease.

(3) Tenant’s insurance policies shall contain the following clauses:

(i) Landlord is named as an additional insured as respects operations of the named insured performed under contract with the City.

(ii) It is agreed that any insurance maintained by Landlord shall apply in excess of, and not contribute with insurance provided by this policy.

(iii) This insurance shall not be canceled, limited or non-renewed until after thirty (30) days written notice has been given to Landlord. (4) Certificates of insurance evidencing the coverages required by the clauses set forth shall be filed with Landlord prior to the Lease Commencement Date of this Lease Agreement.

(5) Tenant agrees that upon the failure to insure as provided in this Lease, or to pay the premiums in the insurance, Landlord may contract for the insurance and pay the premiums, an all sums expended by Landlord for the insurance shall be considered additional rent under this Lease and shall be immediately repayable by Tenant.

(6) So that the business of the Tenant may continue with as little interruption as possible, Tenant shall, during the Term and any renewals or extensions, maintain at Tenant’s own cost and expense, an insurance policy insuring against damage or destruction by fire, theft, or the elements for their full insurable value all fixtures and equipment and, to the extent possible, all merchandise that is on the Premises at any time during the Term or any renewal or DRAFT
05/26/2026
D3

11 extension
(7) Workers’ Compensation Insurance. At all times during the Term and any extensions or renewals, Tenant agrees to keep and maintain, or cause Tenant’s agents, contractors, or subcontractors to keep and maintain workmen's compensation insurance and other forms of insurance as may from time to time be required by law or may otherwise be necessary to protect Landlord and the Premises from claims of any person who may at any time work on the Premises, whether as a servant, agent, or employee of Tenant or otherwise, with a limit of no less than $1,000,000 per accident for bodily injury or disease. This insurance shall be maintained at the expense of the Tenant or Tenant’s agents, contractors, or subcontractors and not at the expense of Landlord.

(8) Landlord agrees that it will tender and turn over to Tenant or to Tenant’s insurers the defense of any claims, demands, or suits instituted, made, or brought against Landlord or against Landlord and Tenant jointly within the scope of this Section. However, Landlord shall have the right to approve the selection of legal counsel, to the extent that selection is within Tenant’s control, which approval shall not be unreasonably withheld or delayed. In addition, Landlord shall retain the right at Landlord’s election to have Landlord’s own legal counsel participate as co-counsel, to the extent that claims are made that may be covered by Tenant’s insurers.
(C) Waiver of Liability

(1) Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord for any loss, injury, or other damage to person or property in or about the Leased Premises or the Building from any cause whatsoever, including without limitation, water leakage of any character from any walls, basement or other portion of the Leased Premises or the Building, or gas, fire, explosion or other electricity within the Leased Premises or the Building or acts of other tenants of the Building: provided, however, that the foregoing waiver shall be inapplicable to any loss, injury or damage resulting from the gross negligence or willful or criminal misconduct of Landlord or Landlord's breach of any covenant hereunder. Tenant expressly assumes all responsibility for security, in, on or about the Leased Premises, and Landlord shall not be liable for any damage to goods, wares, merchandise or other property located in the Leased Premises, or injury or death to Tenant's employees, invitees, customers or any other person in or about the Leased Premises. The foregoing waiver includes criminal acts of third parties.
(2) Except as otherwise provided, Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall it constitute a constructive eviction of tenant, nor shall the rental herein reserved be abated by reason of the limitation curtailment, rationing or restriction on use of water, electricity, gas or any other utility or similar company serving the Leased Premises or the Building.

Section 14. Free From Liens

Tenant shall keep the Leased Premises and the Property free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant.

Section 15. Condition at Termination; Abandonment

DRAFT
05/26/2026
D3

12 Prior to the expiration or earlier termination of this Lease, Tenant shall remove its trade fixtures, personal property and any alterations made in accordance with Section 9 and shall surrender the Leased Premises to Landlord in “broom clean” condition and in as good order, repair and condition as when the Leased Premises were delivered to Tenant, ordinary wear and damage and damage by fire and the elements excepted. Tenant shall not vacate or abandon the Leased Premises at any time during the Term.

Section 16. Signs

(A) Tenant shall not place or permit to be placed any sign or poster upon the exterior or in the windows of the Leased Premises without Landlord's prior written consent, nor shall Tenant change the color or exterior appearance of the Leased Premises without Landlord's prior written consent. Tenant’s signs shall adhere to all City/Local sign ordinance laws.

(B) Tenant shall not, without Landlord's prior written consent, display or sell merchandise outside the defined exterior walls and permanent doorways of the Leased Premises. Tenant shall not conduct or permit to be conducted any sale by auction in, upon, or from the Leased Premises, whether the auction is voluntary, involuntary, or some other solvency proceeding. Tenant shall not erect any visual barriers or walls within four (4) feet of all windows.

Section 17. Utilities

Tenant shall pay before delinquency all charges for water, sewer, gas, heat, electricity, power, telephone service, and all other services of utilities used in, upon, or about the Leased Premises by Tenant or any of Tenant's subtenants, licensees, or concessionaires during the Term. If any utility is not separately metered, Tenant shall reimburse Landlord for a share of such overall costs equal to the Tenant's Leased Premises Ratio, except for utilities, which shall be based on the ratio of Tenants space to the overall occupied space.

Section 18. Reserved

Section 19. Entry
Subject to reasonable prior notice to Tenant, Tenant shall permit Landlord and Landlord's agents to enter into and upon the Leased Premises at all reasonable times to inspect them or to maintain the building in which the Leased Premises are situated, or for making repairs, alterations, or additions to any other portion of the building, including the erection and maintenance of scaffolding, canopy, fences, and props as may be required, or for posting notices of nonliability for alterations, additions, or repairs.

Section 20. Waste, Damage and Destruction
(A) Landlord shall make necessary repairs upon the occurrence of either:

(i) partial destruction of the Leased Premises or the building containing the Leased Premises during the Term, requiring repairs to either the Leased Premises or the building, or

(ii) declaration of the Leased Premises or the building containing the Leased Premises as unsafe or unfit for occupancy by any authorized public authority for any reason DRAFT
05/26/2026
D3

13 other than Tenant's act, use, or occupation, which declaration requires repairs either to the Leased Premises or the building.

Except as provided in subsection (c), no partial destruction, including any destruction necessary to make repairs required by any declaration made by any public authority, shall in any way void this Lease except that Tenant shall be entitled to a proportionate reduction of Monthly Rent while these repairs are being made, this proportionate reduction to be based upon the extent to which the making of these repairs shall interfere with the business carried on by Tenant in the Leased Premises.

(B) However, if the building in which the Leased Premises is located is damaged as a result of fire or any other insured casualty to an extent in excess of the greater of ten thousand dollars ($10,000) or twenty percent (20%) of its then replacement cost (including foundations), Landlord may within thirty (30) days following the date the damage occurs elect not to repair the damage and terminate this Lease by written notice to Tenant. If Landlord elects to make the repairs, and provided Landlord uses due diligence in making the repairs, this Lease shall continue in full force, and the Monthly Rent shall be proportionately reduced as provided in this Lease. If Landlord elects to terminate this Lease, all rentals shall be prorated between Landlord and Tenant as of the date of destruction.

(C) If Landlord reasonably believes that the repairs required by this section will deprive Tenant of all or substantially all use of the Leased Premises for a period of sixty (60) or more days, Landlord shall provide written notice to Tenant. Within fourteen (14) days of such notice, Tenant may terminate the Lease upon thirty (30) days advance notice, or such longer period as may be agreed.

(D) Tenant agrees not to commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the premises clean and clear of refuse and obstructions, and to dispose of all garbage, trash, and rubbish in a manner satisfactory to Landlord.

Section 21. Security Deposit

The Landlord acknowledges a security deposit in the amount of __________($ ) _________paid to Landlord by Tenant before the commencement date of this lease. All or any portion of the principal sum shall be available unconditionally to Landlord for correcting any default or breach of this lease by Tenant, Tenant’s successors or assigns, or for payment of expenses incurred by Landlord as a result of Tenant’s failure to faithfully perform all terms, covenants, and conditions of this lease.

Tenant will maintain the required security deposit throughout the lease term and for ninety (90) days thereafter unless previously released by Landlord. Failure to do so shall be considered a default and is grounds for immediate termination of this lease.

In the event Landlord utilizes all or any portion of the security deposit, Tenant shall reimburse the deposit within ten (10) days of notice from Landlord to bring the security deposit up to the full specified amount. The security deposit or any balance thereof will be returned to Tenant within ninety (90) days following expiration or termination of this lease, provided Tenant has faithfully complied with all terms, covenants, and conditions hereof. The security deposit may be increased by Landlord proportionate to any increased performance or rental liability of Tenant upon sixty (60) days' prior written notice from Landlord of such required increase.

DRAFT
05/26/2026
D3

14 Section 22. Assignment and Subletting
Tenant may not assign nor sublease any part of the Leased Premises, or the entirety of the Leased Premises.

Section 23. Default
(a) Each of the following shall constitute an event of default (“Event of Default”) under this Lease:

(i) if Tenant fails to make any payment required by the provisions of this Lease, when due;
(ii) if Tenant fails within thirty (30) days after written notice to correct any breach or default of the other covenants, terms, or conditions of this Lease;

(iii) if Tenant abandons the Leased Premises before the end of the Term; or (b) Upon the occurrence of an Event of Default, Landlord shall have the right at any time afterwards to elect to terminate the Lease and Tenant's right to possession under the Lease.

Upon this termination, Landlord shall have the right to recover against Tenant any damages or delinquent rents.
(c) Even though Tenant has breached the lease and abandoned the property, this lease shall continue in effect for so long as Landlord does not terminate this lease, and Landlord may enforce all its rights and remedies hereunder, including but not limited to the right to recover the rent as it becomes due, plus damages.
(d) Any Landlord waiver of a default is not a waiver of any other default. Any waiver of a default must be in writing and be executed by the City Manager in order to constitute a valid and binding waiver. Landlord delay or failure to exercise a remedy or right is not a waiver of that or any other remedy or right under this lease. The use of one remedy or right for any default does not waive the use of another remedy or right for the same default or for another or later default. Landlord’s acceptance of any rents is not a waiver of any default preceding the rent payment. Landlord and Tenant specifically agree that the property constituting the premises is City-owned and held in trust for the benefit of the citizens of the City of Vista and that any failure by the City Manager or City staff to discover a default or take prompt action to require the cure of any default shall not result in an equitable estoppel, but Landlord shall at all times, have the legal right to require the cure of any default when and as such defaults are discovered or when and as the City Council directs the City Manager to take action or require the cure of any default after such default is brought to the attention of the City Council by the City Manager or by any concerned citizen.

Section 24. Reserved
Section 25. Sale of Property
If Landlord sells any of the Leased Premises, Landlord shall be and is entirely relieved of DRAFT
05/26/2026
D3

15 all liability under this Lease, and of all the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission occurring after the consummation of the sale; and the purchaser, at the sale or any subsequent sale of the Leased Premises, shall be deemed to have assumed and agreed to carry out any of the covenants and obligations of Landlord under this Lease, including, without limitation, the return of the security deposit.

Section 26. Non-Discrimination

Lessee covenants by and for itself and its successors and assigns to refrain from restricting the rental, sale, or lease of the property on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code.

Section 27. Attorney Fees

If either Landlord or Tenant shall commence any legal proceedings against the other with respect to any of the terms and conditions of this Lease the non-prevailing party shall pay to the other all expenses of the litigation, including reasonable attorney's fees as may be fixed by the court having jurisdiction over the matter. The parties agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service sent by certified mail to the address of the parties set forth in this Lease shall be adequate service for this litigation.

Section 28. Waiver of Relocation Benefits
DRAFT
05/26/2026
D3

16 Tenant has read and understood all of the provisions of Section 7260, et seq. of the California Government Code, which provides for relocation assistance to persons who are displaced from Leased Premises as a result of the actions of public agencies. Tenant acknowledges and agrees that neither Tenant nor its sublessees, assignees and/or licensees will not be entitled to relocation benefits pursuant to the foregoing upon the termination or expiration of the term of the Lease. Tenant covenants to include such provision in any sublease, assignment document and/or license agreement. Tenant fully releases and discharges Landlord from all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to (i) the relocation of Tenant’s Business or the relocation of any person or persons, business or businesses, or other occupant or occupants located on the Leased Premises, including the specific waiver and release of any right to any relocation benefits, assistance and/or payments under California Government Code Section 7260, et seq., notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under said sections or other state or federal law; and (ii) compensation for any interest in Tenant’s business or the Leased Premises including, but not limited to, land and improvements, fixtures, furniture, or equipment thereon, goodwill, severance damage, attorneys’ fees or any other compensation of any nature whatsoever.

It is hereby intended that the release contained in this Section relates to both known and unknown claims that the Tenant may have, or claim to have, against the Landlord and/or the City of Vista with respect to the subject matter contained herein or the events relating thereto.

By releasing and forever discharging claims both known and unknown which are related to or which arise under or in connection with, the items set out above, the Tenant to this Agreement expressly WAIVES any rights under California Civil Code Section 1542, which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” By initialing below, the Tenant acknowledges that Tenant has read the above waiver, understands its effect, has been advised by counsel regarding its effect, and agrees to it with the advice of counsel.

Tenant Landlord
Landlord and Tenant each agree, warrant and represent that they have carefully read the contents of this Section and that, in executing this Lease, they do so with full knowledge of any right which they may have, that they have received independent legal advice from their attorneys, or in the alternative, knowingly have determined not to seek legal advice with respect to the matters set forth herein, and that Tenant has freely signed this Lease without relying on any agreement, promise, statement or representation by or on behalf of either Landlord and/or the City of Vista, or its officers, agents, employees, attorneys except as specifically set forth in this Section.

Section 29. Holding Over

Any holding over after the expiration of the Term, with the consent of Landlord, shall be construed to be a tenancy from month-to-month, cancellable upon thirty (30) days' written notice, and a rental and upon terms and conditions as existing during the last year of the Term.

DRAFT
05/26/2026
D3

17 Any holding over after the expiration of the Term, without the consent of Landlord, shall be construed to be a tenancy-at-will at a Monthly Rent of two hundred percent (200%) of the fair market value of the monthly rent as existing during the last year of the Term, but otherwise on the terms and conditions in this Lease.

Section 30. Quitclaim and Surrender of Tenant’s Interest

On execution of this lease, Tenant shall deliver to Landlord a quitclaim deed in recordable form quitclaiming all its rights in and to the premises. Landlord may record such deed only on the expiration or earlier termination of this lease. In the event that Landlord requires any subsequent quitclaim deed, Landlord or its successor in interest shall deliver the same within five (5) days after receiving written demand therefor .

At the expiration or earlier termination of this lease, Tenant shall surrender the premises to Landlord free and clear of all liens and encumbrances, and in a decent, safe, and sanitary condition. In the case of termination of this lease by Tenant prior to the end of the specified lease term, any remaining liens and encumbrances must be approved in writing by the City Manager.

Section 31. Notices

Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to the other, this notice or demand shall be given or served and shall not be deemed to have been given or served unless in writing and forwarded by certified mail, addressed as follows:

If to Landlord:

City of Vista
Attn: 200 Civic Center Drive
Vista, CA 92084

If to Tenant:

Either party may change this address by written notice by certified mail to the other.

Section 32. Successors in Interest
All of the rights and obligations of the parties under this Lease shall apply to (i) their respective heirs, executors, administrators and (ii) their permitted concessionaires, successors, subtenants and assignees. If there is more than one Tenant under this Lease, each shall be jointly and severally bound by all of the terms hereunder.

Section 33. Reserved
Section 34. Partial Invalidity
If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be void or unenforceable, the remainder of the provisions of this Lease DRAFT
05/26/2026
D3

18 shall remain in full force and shall in no way be affected, impaired, or invalidated.

Section 35. Captions

The various headings and numbers in this Lease and the grouping of the provisions of this Lease into separate sections and paragraphs are for the purpose of convenience only and shall not be considered a part of this Lease.

Section 36. Time

Time is of the essence in this Lease.

Section 37. Reserved

Section 38. No Oral Agreements; Integration

This Lease includes in full each agreement of every kind between the parties concerning the Leased Premises, and all preliminary negotiations and agreements of any kind or nature are merged in this Lease, and there are no oral agreements or implied covenants made in connection with this Lease. This Lease and the associated License Agreement supersede and replace any prior lease or license for any part of the Leased Premises or Licensed Premises and described in the License Agreement.

Section 39. [Reserved]

Section 40. Governing Law; Venue

This Lease shall be governed by and construed in accordance with the laws of the State of California. Any legal action involving dispute under this contract, including an action for breach or enforcement of the contract, must be instituted in the Superior Court of the County of San Diego or Federal Court in that county.

[Continued ON next page.]
DRAFT
05/26/2026
D3

19 Section 41. Counterparts
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above written.

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN CONLEY, CITY MANAGER

ATTEST:

KATHY VALDEZ, CITY CLERK
By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:
___________________________

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

DRAFT
05/26/2026
D3

20 EXHIBIT A

MAP OF PROPERTY
DRAFT
05/26/2026
D3

EXHIBIT B

REQUIRED SERVICES

DRAFT
05/26/2026
D3