DATE: June 20, 2017
SUBJECT:
Title
RESOLUTION AUTHORIZING A NON-BINDING LETTER OF INTENT (LOI) WITH RIDA CHULA VISTA, LLC AND THE CITY OF CHULA VISTA FOR A RESORT HOTEL AND CONVENTION CENTER WITHIN THE CHULA VISTA BAYFRONT
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EXECUTIVE SUMMARY:
The Chula Vista Bayfront Master Plan1 (CVBMP) (Attachments A and B) is the result of a decade-long joint planning effort by the San Diego Unified Port District (District), the City of Chula Vista (City), Pacifica Companies LLC (Pacifica), and a broad coalition of stakeholders. The CVBMP was collaboratively planned through an extensive public participation program that included over 100 community meetings and resulted in a comprehensive Environmental Impact Report (EIR) and Port Master Plan Amendment, which was approved by the Board of Port Commissioners (Board) in May 2010 and certified by the California Coastal Commission (CCC) in August 2012. The financing agreement2 (Financing Agreement) for the Chula Vista Bayfront (CVB) was approved by the Board in 2012 and set forth the framework for the financing and development of the public improvements and infrastructure within the CVB by the District and City, referred to collectively herein, as the “Public Entities”. The Amended and Restated CVBMP Financing Agreement (Amended and Restated Financing Agreement) was adopted by the City in November 2016 and will be considered by the Board on June 20, 2017.
After two years of negotiations with RIDA Chula Vista, LLC (RIDA), the District and the City staffs believe that an important interim step is to enter into a nonbinding Letter of Intent (LOI) for development of the resort hotel and convention center (RHCC), the catalyst project for development of the CVB. Attachment C includes the complete LOI executed by RIDA. Staff recommends that the Board approve the LOI because in RIDA and the City, the District has found the right partners that are ready to move forward with the implementation of the CVBMP; the project economics represent a good deal for the District, for the City, and for RIDA; and time is of the essence to memorialize the economics to ensure that the redevelopment of the CVB proceeds as soon as possible. The LOI is an important next step toward catalyzing other additional development within the CVB. Once the CVBMP is implemented, the CVB will become a world-class destination that reflects strong planning and design principles, economic feasibility, and community benefits.
On May 6, 2014, the Board adopted a resolution authorizing the issuance of a Request for Qualifications (RFQ) for a hotel and convention center located on 36 acres (Site) within the CVB. The RFQ also allowed for potential additional development opportunities on the H23 parcel, directly adjacent to the Site. After considerable local, regional, national, and international marketing efforts by District staff, City staff, and consultants, RFQ 14-243 was released on June 30, 2014. A highly-qualified response from RIDA Development Corporation was received, and on October 14, 2014, the Board selected RIDA Development Corporation as the successful respondent to the RFQ and authorized staff to negotiate an Exclusive Negotiating Agreement (as amended from time to time, ENA) with RIDA Development Corporation. On February 10, 2015, the ENA was approved by the Board and the District entered into the ENA with RIDA. The ENA currently expires on February 16, 20184.
Over the past two years, the District, City and RIDA have been working to negotiate the key deal terms for the RHCC project. This unique partnership has identified the economics necessary to proceed with development of the CVB while achieving market returns for the District, City and RIDA factoring in the undeveloped nature of this Site and other development challenges. Working cooperatively with the City and RIDA, staff has negotiated a non-binding LOI which will be considered jointly by the District and the City on June 20, 2017. This LOI will be the first major, public milestone for the RHCC since the ENA and will set the stage by defining the key economic terms which will be the basis for a Disposition and Development Agreement (Definitive Agreement), which will be presented to both Public Entities for consideration later this year.
The RHCC will be the catalyst project for the CVB and is sure to be the impetus needed for additional world-class development within the CVB. Public contributions from both the District and the City are necessary to enable RIDA to achieve a reasonable return on their investment in the RHCC project and to allow the District and City to construct public infrastructure and improvements. These concepts are the foundation for the economic terms included in the LOI. Keyser Marston Associates (KMA) prepared a comprehensive report that analyzes the project feasibility, proposed method of financing for the project, and public investment. The full report is included as Attachment D. The details of the LOI, including a brief overview of the agreements and previous actions taken by the Board related to the redevelopment of the CVB, project scope and public contribution, is discussed below.
RECOMMENDATION:
Recommendation
Resolution authorizing a non-binding LOI with RIDA Chula Vista, LLC and the City for a resort hotel and convention center within the Chula Vista Bayfront
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FISCAL IMPACT:
The requested Board action will not result in any direct fiscal impact to the District, as the LOI is non-binding and any contribution of revenue sources by the District to the implementation of the CVBMP will be subject to a future plan of finance, as set forth in the Financing Agreement, which may be amended from time to time. Further, the plan of finance will be presented to the Board at a future date and will also be subject to Board approval. Based on preliminary financial modeling projections from various consultants’ reports and initial financial analysis, the development of the RHCC could potentially result in positive surplus revenues to the District in as early as Year 4 of hotel operations.
Compass Strategic Goals:
This agenda item supports the following Strategic Goal(s).
• A vibrant waterfront destination where residents and visitors converge.
• A Port with a healthy and sustainable bay and its environment.
• A Port with a comprehensive vision for Port land and water uses integrated to regional plans.
• A Port that is a safe place to visit, work and play.
• A financially sustainable Port that drives job creation and regional economic vitality.
DISCUSSION:
After two years of negotiations with RIDA, District and City staff believe that the nonbinding LOI should be approved by the Board because the right partners are ready to move forward with the right plan for the CVB, the project economics represent a good deal for the Public Entities and for RIDA, and time is of the essence to memorialize the economics to ensure that the redevelopment of the CVB proceeds as soon as possible.
After extensive due diligence efforts, the parties wish to enter into the LOI to memorialize the basic economic terms of the project, subject to the terms of the ENA. These economic terms will allow the District and City to deliver not only the RHCC, which is a key part of the CVB vision, but also a majority of the public amenities for the CVBMP including parks and public access that were envisioned through the community planning effort.
The LOI is subject to the provisions of the ENA and does not supersede the terms of the ENA. The intent of the LOI is to guide the negotiations pursuant to the ENA with the ultimate goal to enter into a Definitive Agreement. The terms of the ENA will remain in effect until such time as the ENA either terminates by its terms or a Definitive Agreement is approved and adopted by the Public Entities.
This discussion provides a detailed overview of the planning efforts associated with the CVB, the development partnerships necessary for the RHCC, and an explanation of the financial structure of the project. For reference, a Glossary of Terms and a Timeline Overview are included as Attachments E and F, respectively. Below is a table of contents for the complete discussion section:
I. Background: Assembling Land, Creating a Plan, and Forming the Partnership
a. South Bay Memorandum of Understanding
b. South Bay Power Plant Acquisition
c. Rohr Relocation Agreement
d. Chula Vista Bayfront Master Plan
e. Early Efforts with Gaylord
f. Obtaining the Port Master Plan Entitlements
g. Pacifica Land Exchange
h. Chula Vista Bayfront Settlement Agreement
i. Port/City Partnership
II. Request for Qualifications for the Resort Hotel and Convention Center
a. Marketing the RFQ
b. RFQ Selection: RIDA Development Corporation
III. Project Economics: A Good Deal for RIDA and the Public Entities
a. Due Diligence Process
IV. Development Partnerships
a. Private Development Program
b. Public Development Program
V. Financing Agreement
VI. Key Economic Terms
a. Overview of Proposed Method of Financing
b. Proposed Financing Structure
c. Proposed Public Contributions toward Infrastructure and Convention Center
d. Required Private Investment
e. Basic Ground Lease Terms
f. Public Entities Participation in NOI
g. Financial Returns to RIDA
h. Proposed Cash Flow Distribution (“Waterfall”)
i. Parking Space Funding TBD - Port Obligation
j. Ancillary Development Rights
VII. Next Steps
a. Disposition and Development Agreement
VIII. Recommendation
I. BACKGROUND: ASSEMBLING LAND, CREATING A PLAN, AND FORMING THE PARTNERSHIP
In partnership with the City, the District has been working on redeveloping the CVB for more than 20 years. Throughout the past two decades, many actions have been taken by the Board to allow the District and the City to implement a new vision for the CVB. These actions started with the consolidation of lands on the CVB and the elimination of blighted industrial uses through the Relocation Agreement5 (Relocation Agreement) with Rohr, Inc., a United Technologies Aerospace Company (Rohr) and the acquisition of the South Bay Power Plant (SBPP). Each successive action has built upon the previous to establish a foundation for the master planning process which resulted in the CVBMP and to allow for the full implementation of the vision for the CVB. The following are brief summaries of each of these actions.
I. a. South Bay Memorandum of Understanding
In 1996, the District entered into a Memorandum of Understanding6 (MOU) with each of the South Bay cities (National City, Chula Vista, Imperial Beach, and Coronado) as a result of the District’s contribution to the phase two expansion of the San Diego Convention Center. These MOUs identified specific projects that the District would fund in each city within the District’s jurisdiction. Many of the projects were implemented shortly after execution of the MOUs. Chula Vista utilized the funds received from its MOU for projects that would lead to the long term redevelopment of the CVB.
I. b. South Bay Power Plant Acquisition
In 1999, the District acquired the SBPP in order to facilitate the vision of reinventing the CVB. The District entered into a lease agreement with Duke Energy South Bay, LLC, and thereafter, consented to the assignment of the SBPP Lease and associated agreements to Dynegy South Bay, LLC (Dynegy South Bay)7. In October of 2010, Dynegy South Bay received a letter from the California Independent Systems Operator terminating the Reliable Must Run status of the SBPP and clearing the way for decommissioning and removal of the SBPP along with associated remediation of the site. Since then, the District and Dynegy South Bay have demolished the SBPP, which occurred on February 2, 2013. The removal of the SBPP initiated the development of the CVBMP by providing additional land area for public infrastructure, improvements and revenue generating development opportunities on the CVB and was a powerful signal to the community.
I. c. Rohr Relocation Agreement
In 1999, the District entered into the Relocation Agreement with Rohr and the City in order to consolidate Rohr’s operations to its north campus and to free up additional land for future redevelopment. Specifically, the Relocation Agreement contemplated a series of land exchange transactions that included the transfer of the uplands portion of Rohr’s industrial campus located south of H Street (referred to as the South Campus) from Rohr to the District, in exchange for Rohr’s tidelands portion of its campus north of H Street.
I. d. Chula Vista Bayfront Master Plan
In 2002, the District and City entered into a Joint Planning Agreement8 and began a collaborative planning process to create a master plan for the CVB area - comprised of historic tidelands, the acquired SBPP site and realigned Rohr campus. This process included an award-winning public participation program with the Citizens Advisory Committee (CAC). The program established three primary goals for the master plan: to develop a world-class waterfront; to create a plan that is supported by sound planning and economics; and, to create a plan that has broad-based community support. In response to the CAC’s request, Pacifica joined this process in 20039 in order to integrate its planning effort with the master plan being implemented for District properties.
The master planning effort involved extensive community outreach and public participation, and has served as a hallmark example of a successful joint and collaborative planning effort between the Public Entities. The resulting plan is representative of the collective vision and planning goals of the community, the broader region, the District, and the City. The CVBMP promotes public access to and engagement with the water, while enhancing the quality and protection of key habitat areas. Once fulfilled, the CVBMP will create a world-class destination that reflects strong planning and design principles, economic feasibility, and community benefits.
For planning purposes, the CVBMP was divided into three districts: the Sweetwater District, which comprises the northern portion of the planning area, south of the Living Coast Discovery Center; the Harbor District, which includes the central portion of the planning area where the marinas are located and the RHCC is proposed; and the Otay District which encompasses the southern portion of the planning area where the SBPP was previously located.
Sweetwater District
The Sweetwater District, located in the northernmost portion of the CVBMP area, consists of approximately 130 acres. Development in the Sweetwater District focuses on lower scale, environmentally sensitive, and environmentally themed uses. Approved uses include a large ecological buffer, a 21-acre signature park, a bike path and pedestrian trails and other open space areas.
Harbor District
The Harbor District is most directly accessible to downtown Chula Vista and will be redeveloped to provide a significant link from the City to the CVB. It consists of approximately 221 acres of land and 59 acres of water. Visitor-serving amenities and mixed-uses will be clustered in the Harbor District to reduce impact on environmentally sensitive areas. A close up of the Harbor District parcels is included as Attachment G.
Otay District
The Otay District, which consists of approximately 125 acres at the southernmost end of the CVBMP area, is planned to include industrial business park uses, lower-cost visitor serving recreational uses, a park, as well as other open space areas, an ecological buffer, bike path, pedestrian trails, and new roadways and infrastructure.
Surrounded by unique and valuable natural resource lands, the CVB seeks to best protect and enhance environmental resources while accommodating reasonable commercial development for a vibrant and viable waterfront project. When completed, more than 53% of the plan (286 acres) will be dedicated to the public realm, including parks, open space, habitat restoration/preservation, and water areas, as well as roads, bikeways, and promenades. Marina improvements will create an active commercial harbor with retail shops, restaurants and public space at the water's edge.
I. e. Early Efforts with Gaylord
In June 2005, the District received an unsolicited letter of interest from the Gaylord Hotels brand (Gaylord) regarding development of a major resort hotel and convention center on the CVB. Gaylord presented its qualifications, experience and concept to the Board, City Council, and CAC at a number of public meetings. The Gaylord concept was well received and was recognized as a more economically viable alternative to the stand-alone event center that had been originally contemplated as an element of the CVB.
In August 2005 the Board concluded that the Gaylord proposal represented an attractive concept and suitable “anchor” use for the CVBMP, and directed District staff to conduct a competitive RFQ to determine if there were other developers that would advance potentially superior proposals. The Board reviewed the responses to the RFQ at its October 25, 2005 meeting, concluded that the Gaylord proposal was the best choice, and directed staff to enter into an exclusive negotiating agreement with Gaylord.
The District entered into exclusive negotiations with Gaylord and in July 2007, the District, the City, the Redevelopment Agency of the City of Chula Vista, and Gaylord Entertainment Company entered into a letter of intent. Due to several factors, including the economic downturn, Gaylord chose not to move forward at that time and the letter of intent expired on December 31, 2008.
I. f. Obtaining the Port Master Plan Entitlements
The environmental review process for the CVBMP was lengthy and complex, subject to multiple changes in direction, and resulted in the public circulation of two EIRs - in total taking more than five years to complete.
The first draft EIR was circulated to the public in 2006 and received substantial public comment. In order to address comments received, the 2008 Revised Draft EIR included greater detail and added analysis to address the project specific components of the plan. One of these projects contemplated in the 2008 Revised Draft EIR was the Gaylord proposal, which would serve as the catalyst and economic driver for the redevelopment of the CVB. Preparation of the final EIR was nearly complete when Gaylord withdrew its plan for developing the RHCC. To move the EIR forward, despite Gaylord’s exit, staff revised the document to remove specific references to the project proponent, but continued to advance the resort hotel and convention center on the H3 parcel in acknowledgement of that development component as the critical catalyst of the master plan.
In May 2010, the Board certified the final EIR10. At this hearing, the Board unanimously approved the amendment to the Port Master Plan, and the City Council, City Planning Commission, and City Redevelopment Corporation each unanimously approved amendments to the City’s Local Coastal Program.
Later that year, in December 2010, the California State Lands Commission (SLC) approved the land exchange between the District and Pacifica, as described below.
On August 9, 2012, the CCC unanimously approved the CVBMP amendments to the Port Master Plan and the Local Coastal Program. The adopted Port Master Plan Amendment1 includes text, a precise plan, and a project list specific to the CVB Planning District, as well as a Public Access Program11 and Development Policies12. This approval followed many months of collaboration with CCC staff, which served to strengthen and enhance the master plan’s provision of coastal access and protection of natural resources.
I. g. Pacifica Land Exchange
It was recognized through the planning process that shifting high density residential land uses from the more environmentally sensitive Sweetwater District to the centrally located Harbor District would serve as an economic catalyst for the overall CVB and would also create an environmentally superior land use plan. Since residential uses are not permitted on District owned land, an exchange was necessary. To achieve this, Pacifica agreed to give SLC its approximately 97 acre parcel located in the Sweetwater District in exchange for the District’s approximately 35 acre parcel within the Harbor District.
The Board approved the land exchange between the District and Pacifica on February 2, 2010, and it was subsequently approved by the SLC on December 10, 201013. The exchange closed on February 18, 2016.
I. h. Chula Vista Bayfront Settlement Agreement
During the planning stages of the CVBMP, the District and the City sought to obtain the Bayfront Coalition’s (Coalition) support for approval of the CVBMP. Similarly, the Coalition wished to obtain additional measures for protection of the environment above and beyond those required by the California Environmental Quality Act and any other federal, state, and local laws and regulations applicable to the project. As a result, a Settlement Agreement was negotiated between the Coalition, the District, and the City detailing the commitments of the parties as they relate to the approvals of the master plan14.
The Coalition is comprised of the Environmental Health Coalition, San Diego Audubon Society, San Diego Coastkeeper, Coastal Environmental Rights Foundation, Southwest Wetlands Interpretative Association, Surfrider Foundation (San Diego Chapter), and Empower San Diego.
The Settlement Agreement includes specific planning, design, funding, and implementation elements, many of which were incorporated into the EIR and Mitigation Monitoring and Reporting Program15, as well as the Development Policies included with the Port Master Plan Amendment approved by the CCC. The Settlement Agreement also required the formation of the Wildlife Advisory Group and the Bayfront Cultural Design Committee.
Wildlife Advisory Group (WAG)
In recognition of the sensitivity of the natural resources in the CVB and the importance of protecting, restoring, and managing, those resources, the Settlement Agreement required the formation of the South Bay Wildlife Advisory Group (WAG). One of the primary duties of the WAG is to advise the District in the preparation of a Natural Resources Management Plan (NRMP)16. The NRMP, which was adopted by the Board on May 10, 2016, achieves specific management objectives established by the Settlement Agreement for areas designated as Wildlife Habitat Areas. The WAG actively meets quarterly to discuss progress on the CVB.
Bayfront Cultural Design Committee (BCDC)
The Settlement Agreement also required the formation of a Bayfront Cultural Design Committee (BCDC) to advise the District in the establishment of design guidelines to ensure cohesive development and streetscape design standards, walkways and bikeways design to promote safe walking and biking, standards for design of park areas, and cultural facilities throughout the CVB.
The BCDC is also required to provide input on the design of major development projects on the CVB. As such, prior to the Board’s consideration of a design concept for the RHCC, District and City staff will consult with the BCDC to ensure their feedback is incorporated into the design of this project.
I. i. Port/City Partnership
In 2002, the District and City began a collaborative planning process to create a master plan for the CVB. Through the collaborative process, the partnership worked together to certify the EIR and amended the Chula Vista Local Coastal Plan. These efforts created the foundation to then identify the key financing sources and mechanisms needed to implement the CVBMP. The Public Entities entered into the Financing Agreement, setting forth the revenue sources and financing alternatives necessary to implement the development of the CVBMP, which Financing Agreement is now being updated as the Amended and Restated Financing Agreement to incorporate new sources of revenue and will be considered by the Board on June 20, 2017. The District and City team continue to work diligently towards the implementation of the CVBMP. Within the CVBMP program, there are numerous individual project elements that have been identified. Below are some examples of the functions the District and the City continue to collaborate on:
Finance and Pre-Development
• Infrastructure - Planning, Development and Operations
• Environmental Compliance and Entitlements
• Real Estate - Leasing and Acquisitions
• Communications and Inter-Governmental Affairs
The team includes both District and City representation in order to continue the collaborative spirit that helped to establish the success of the CVBMP.
II. Request for Qualifications for the Resort Hotel and Convention Center
The centerpiece and catalyst for development on the CVB is the RHCC project. It is most critical to the implementation of the CVB because it includes or is expected to generate the revenues necessary to fund the public infrastructure and improvements and environmental obligations associated with the CVBMP and the Settlement Agreement requirements for this project. To begin the process of identifying a developer qualified to construct the project consistent with the vision of the CVBMP, on May 6, 2014, the Board adopted a resolution authorizing the issuance of a RFQ for development of Phase 1 of the CVB, which included developing a 1,400-to 1,600-room resort hotel and an approximate 400,000 square foot convention center. The RFQ also allowed for potential additional development opportunities on other parcels directly adjacent to the Site. After an extensive international marketing campaign, RIDA was selected as the developer of the RHCC.
II. a. Marketing the RFQ
The CVB development opportunity was addressed through a multidimensional marketing plan that was international in scope including a marketing plan for the RFQ that specifically addressed the hotel convention center industry. The effort included an international invitation to respond to the RFQ placed in major publications and trade journals and directed to an extensively developed mailing list and a professionally produced and branded RFQ and pre-solicitation marketing materials were developed to include high quality graphics and images.
The RFQ was released through web and print based formats. Additionally, the RFQ was marketed directly to potentially interested parties. Notwithstanding this marketing effort, due to the extremely complex nature of this project, 1,400 -1,600 room resort hotel and approximately 400,000 square feet convention center, only one qualified response was received.
II. b. RFQ Selection: RIDA Development Corporation
The RFQ was issued on June 30, 2014 and responses were due on September 8, 2014. One response to the RFQ was received from RIDA. ARES Management, L.P. (ARES), was included as the financial partner, WELBRO as the general contractor and three well qualified architectural firms. A two stage RFQ/RFP solicitation process for the hotel and convention center parcel was originally envisioned, however, since there were not multiple responses to the RFQ, and RIDA Development Corporation is one of the most well-qualified firms to complete a project of this magnitude, the Board selected RIDA Development Corporation as the successful respondent on October 14, 2014 and authorized staff to negotiate an ENA with RIDA Development Corporation.
RIDA Development Corporation is the ideal partner to make the RHCC project a reality. RIDA Development Corporation is a full service real estate organization that has created and invested in innovative and economically successful office, residential, industrial, hospitality and retail developments for more than forty years. RIDA Development Corporation’s corporate headquarters are located in Houston, TX with regional offices in Orlando, FL and Warsaw, Poland. These centralized locations allow RIDA Development Corporation to oversee its projects in the US, as well as Europe. Among RIDA Development Corporation's strategic relationships is a longstanding partnership with ARES with whom they have co-invested in over $4 billion worth of investments and development on three continents. RIDA Development Corporation and ARES have previously partnered on at least five projects comparable in size and scope to the RHCC project, including the recently opened Marriott Marquis Houston and the currently under construction Gaylord Rockies Hotel (Aurora, CO).
The qualifications and experience that RIDA and its prospective subcontractors bring to the project are summarized below:
• Successfully developed, or in the process of developing, convention style full service hotels consisting of similar large scale resort hotels and convention centers
o Hilton, Orlando (1,400 room, 175,000 square foot (sf) convention)
o Omni Orlando at Champions Gate (720 room, 128,000 sf convention)
o Marriott Marquis, Houston (1,000 room, 105,000 sf convention)
o Gaylord Rockies Hotel, Aurora, CO (1,507 room, 485,000 sf convention)
• Team members have led the architectural design of similar large scale resort hotels and convention centers
o Marriott Marquis, Houston
o Omni Orlando at Champions Gate
o Hilton, Orlando
o The Palazzo, Las Vegas
• Team members have successfully secured equity and debt financing for pre-construction, construction and permanent operations of similar large scale resort hotels and convention centers
o Hilton, Orlando
o Hyatt Regency, New Orleans
• Relevant experience as a team
o Hilton, Orlando
o Marriott Marquis, Houston
o Omni Orlando at Champions Gate
o Gaylord Rockies Hotel, Aurora, CO (Opening 2018)
RIDA embraces the District’s and the City’s vision and commitment to enhance, but respect the environment. RIDA’s proposal successfully captures the vision and understanding of the RHCC project objectives and thoroughly defines the elements necessary to make the project work. Their project concept is well-positioned to attract international and national visitors, residents of the South Bay Area and San Diego County in general.
III. PROJECT ECONOMICS: A GOOD DEAL FOR RIDA AND THE PUBLIC ENTITIES
Concurrent with the Board’s selection of RIDA Development Corporation as the successful respondent to the RFQ, the Board also authorized staff to negotiate an ENA with RIDA. An ENA was negotiated through a collaborative effort between District staff, City staff and RIDA. The ENA sets forth a timeline for items to be delivered to the District during the term of the ENA, including a proposal for the RHCC. The ENA commenced on February 10, 2015 and will terminate on February 16, 2018.
III. a. Due Diligence Process
Since the ENA was entered into, the District, the City and RIDA have conducted extensive due diligence to understand the challenges of the project, the needs of the CVB and potential economic impacts. Over the course of the past two years, RIDA has provided staff with financial projections, including both revenue and cost estimates. Staff has also worked with multiple outside consultants to provide specific, specialized analysis to understand the information provided by RIDA, and create the financial projections that will ultimately be used as support for the economic terms of the LOI, and ultimately the Definitive Agreement. The following are the major consultant reports used in staff’s analysis of the RHCC economic deal terms:
• Revenue Analysis: Report from CBRE Hotels
• Development Cost Analysis: Jones Lang LaSalle (JLL) Development Cost Review
• Feasibility and Financial Gap Analysis: KMA Report
For the Revenue Analysis, staff engaged CBRE Hotels (formerly PKF) to analyze the projected hotel revenues proposed by RIDA. Attachment H is the most recent CBRE report that analyzes expected hotel revenues for the RHCC. This analysis provided the basis for the District’s and KMA’s financial projections, ultimately assisting with key negotiated deal terms.
For the Development Cost Analysis, JLL provided feedback on estimated development costs presented by RIDA for the RHCC. This analysis was also used to help understand the proposed contribution of each of the parties and RIDA’s overall project cost. JLL’s analysis determined that compared to recent, new hotels in the market, the higher-than-average cost projections submitted by RIDA could be justified by their use of additional amenities, hotel theming, and quality of design. Development cost refinements will be factored into the Definitive Agreement with the requirement that the District will have the right to review and confirm costs. JLL’s report on development cost is included as Attachment I.
Utilizing the information from RIDA, CBRE and JLL as well as their industry expertise, KMA has modeled potential financing scenarios and returns which are further described in the Key Economic Terms section below.
IV. DEVELOPMENT PARTNERSHIPS
IV. a. Private Development Program
The RIDA proposal chosen in 2014 is consistent with the vision of the CVB and RHCC project. Through extensive due-diligence review and constant on-going negotiations with RIDA, the project scope for the RHCC has been identified.
Project Scope
The following lists the key components of the RHCC project, with concept drawings included as Attachment J. The renderings have not been reviewed for consistency with the CVBMP, EIR, or other agreements applicable to the CVB, and may be presented with some modifications for approval at a future date.
Proposed Brand Gaylord Hotels
Hotel Rooms 1,450
Convention & Meeting Space 275,000 Usable Square Feet
Amenities Associated Retail and Resort-level Amenities
Parking Approximately 1,500 spaces
RIDA is negotiating with Marriott to operate a Gaylord hotel for the proposed RHCC. This introduction of Gaylord is expected to reduce projected risk associated with the project and provide for certainty in bookings. The Gaylord product type has a proven track record of inducing demand in unproven markets and guarantees long-term bookings.
Gaylord Hotels is the large convention hotel brand of Marriott International <https://en.wikipedia.org/wiki/Marriott_International>. The Gaylord properties are owned by Ryman Hospitality Properties, Inc. (Ryman). It owns four large hotels <https://en.wikipedia.org/wiki/Hotel>, each with an attached convention center <https://en.wikipedia.org/wiki/Convention_center> and overflow support hotel property. On May 31, 2012, Marriott International bought the rights to manage Gaylord's four hotels under the ownership of Ryman and managed under the Gaylord name.
IV. b. Public Development Program
In the process of determining the financial feasibility of the RHCC, it was determined that in order for the RHCC to move forward and to be developed, there was a need for a public financial subsidy. As described in further detail in the attached KMA report, the public subsidy contribution contemplated, but subject to a plan of finance between the District and the City (Plan of Finance) to be developed during the term of the Definitive Agreement, can be described as follows:
1. Phase 1A Infrastructure: $56.3 Million
2. Public Entities Contribution for Convention Center Project: $225 Million
3. District-developed and owned parking
4. City sewer improvements and fire services
The District and City will provide evidence of the revenue sources through a future Plan of Finance that will cover the public portion of the convention center and required infrastructure of the RHCC; it is anticipated that bond financing will be required to finance the public contribution. Subject to the terms of the Plan of Finance, the Public Entities would work collaboratively to issue the debt prior to the close of escrow of the ground lease for the Site. According to the attached Amended and Restated Financing Agreement (Attachment K), which was approved by the City in November and will be considered by the Board on June 20, 2017, subject to the Plan of Finance, the Public Entities would commit sources of revenues identified in the Amended and Restated Financing Agreement that could be used to pay down the infrastructure bonds and associated debt service.
As a part of the strategy to finance the public infrastructure and improvements, a Phase 1A public infrastructure program has been developed to identify the infrastructure needed to support the RHCC. This Phase 1A program includes providing roadway access and utility service to the H-3 parcel; improving the adjacent area; and building new parks. It is currently contemplated that the Public Entities will fund the Phase 1A infrastructure through the issuance of debt to be further defined in a Plan of Finance. Similarly, the District will deliver the Site to RIDA upon ground lease execution. Prior to delivery of the Site to RIDA, the District will complete such portions of the Phase 1A infrastructure to be agreed to by the parties in the Definitive Agreement and remove, or cause the removal of, the existing recreational vehicle (RV) park.
To serve the proposed RHCC, new streets and utilities will be constructed around the perimeter of H-3 as a part of the Phase 1A public infrastructure. H Street will be extended to the expanded Bayside Park, and the new roadway will continue to the north and east to connect to existing Lagoon Drive.
The existing Bayside Park will be expanded into a 24-acre park with improvements that may include lawns, plaza, landscaping and parking. A pedestrian and Class I bicycle path will run through the new Harbor Park and extend to the north through the Sweetwater Signature Park to connect to the Bayshore Bikeway and City of Chula Vista pedestrian system at E Street and Bay Boulevard.
The District also plans to construct parking spaces to serve not only the RHCC but ultimately the CVB as a whole. RIDA has requested the use of some of the parking spaces for hotel guests and employees, with the remainder of the spaces for public use.
V. FINANCING AGREEMENT
The Financing Agreement for the CVB was approved by the Board in 2012 and set forth the framework for the financing and development of the public improvements and infrastructure within the CVB by the District and the City. The development of public improvements and infrastructure is necessary for the implementation of the CVBMP in accordance with the certified EIR and Port Master Plan Amendment, and for the RHCC to move forward together with other development within the CVB project area. As contemplated in the Financing Agreement, a subsequent plan of finance would further define and implement the financing contemplated by the Financing Agreement. Since the Financing Agreement was entered into in 2012, the parties have been working to update the approach to the financing and development of the public improvements and infrastructure within the CVB. Specifically, new sources of revenue from both the District and the City have been identified. The Financing Agreement is now being updated and on June 20, 2017, the Board will consider the Amended and Restated Financing Agreement, which identifies these new revenue sources and differentiates between the RHCC related public infrastructure and improvements and those required for future phases of the development on the CVB.
Joint Powers Authority Formation
In 2014, the District and the City formed the Chula Vista Bayfront Facilities Financing Authority (CVBFFA) to undertake the financing of the CVB project contemplated by the Financing Agreement. The Amended and Restated Financing Agreement lays the foundation for the District and the City to use either the CVBFFA or form a new joint powers authority to issue the financing of the public infrastructure and improvements related to the RHCC.
VI. KEY ECONOMIC TERMS
VI. a. Overview of Proposed Method of Financing
District, the City, and RIDA have worked together to identify the key economic terms that will support the construction and operation of the RHCC, all while achieving favorable market returns to both the Public Entities and RIDA. During earlier discussions with Gaylord and prior to the selection of RIDA, the District and City had already anticipated that early phases of development on the CVB would require public financial contributions.
The Financing Agreement identified sources of revenues from the City and District to develop the public improvements and infrastructure, and the Amended and Restated Financing Agreement that will be considered by the District on June 20, 2017, identifies further sources of revenue from the District and City in order to make the RHCC project feasible. The District and City will provide evidence of the sources of revenue and financing based on the Plan of Finance in order to fund the public portion and required infrastructure of the RHCC, and it is anticipated that bond financing will be used. The Public Entities will work collaboratively pursuant to the terms of the Plan of Finance and Definitive Agreement to issue the debt for the public contribution prior to the close of escrow of the ground lease for the Site.
The District and City proposed financial contributions identified in the proposed LOI have been analyzed by KMA, and the KMA feasibility and financial gap analysis is presented in Attachment D. The KMA report includes a comprehensive financing gap analysis justifying the need for the District and City proposed contributions toward construction of infrastructure, parking, and the convention center portion of the RHCC. Additionally, the KMA report presents a feasibility analysis of the proposed method of financing for the RHCC. The KMA report illustrates how the public contribution toward the RHCC related public infrastructure and improvements will be supported primarily through project-generated revenues, i.e., most of the District and City financial contribution amounts are in effect “performance-based”. To that end, KMA has concluded that the RIDA projected return after the public investment and rent structure is not excessive. This finding indicates that the Public Entities contribution and District rent structure is warranted and needed in order for the RHCC to move forward and to be developed. Ultimately RIDA will need to control development costs and/or improve operating performance in order to achieve a satisfactory long-term return.
VI. b. Proposed Financing Structure
As set forth in the KMA report, total project costs, including both public infrastructure and private development, are estimated to be $969.3 million. As determined in the KMA report, of this total, RIDA will be responsible for a minimum investment, including private debt and equity, of no less than $688 million. Based on these findings, it is anticipated that the Public Entities will be responsible for up to $225 million contribution toward the convention center portion of the RHCC; the public infrastructure, estimated at $56.3 million; and a minimum of 1,500 parking spaces. For planning purposes, the District has assumed construction of 1,500-space parking spaces, which estimated cost is to be determined. These cost estimates, and respective responsibilities, are summarized in the KMA report and set forth in the chart below from the KMA report.
VI. c. Proposed Public Contribution toward Infrastructure and Convention Center
Proposed Public Revenue Contributions to Support Bond Financing
The District and City propose to finance the $225 million convention center contribution and estimated $56 million infrastructure cost through a combination of existing and projected revenue streams from the CVB. (Approaches to financing the parking, which will be solely a District responsibility, are discussed separately in Section VI.i below.)
If the Board approves the Amended and Restated Financing Agreement, the District will contribute consistent with the Definitive Agreement and Plan of Finance: (1) existing and designated future lease revenues from the CVB; and (2) ground rent from the RHCC. (The proposed ground rent structure for the RHCC ground lease is discussed in Section VI.e below.) Additionally, it is contemplated that the District will contribute toward the infrastructure cost the previously received SDG&E contribution of $1.7 million and the Pacifica contribution of $3.0 million. The City is contributing toward the construction of required sewer and fire services. The District will also be responsible for an annual contribution toward bond debt service to support the convention center contribution not to exceed the following schedule of amounts during Lease Years 4 through 37:
The revenue sources identified are from the Financing Agreement and the proposed Amended and Restated Financing Agreement. If the Board authorizes the Amended and Restated Financing Agreement on June 20, 2017, new sources of revenue will be considered. Table IV-6 in the attached KMA report provides an illustrative example of the District and City revenue contributions toward the proposed bonds to finance the convention center contribution and infrastructure based on the Amended and Restated Financing Agreement at Lease Year 7, i.e. projected stabilized year of RHCC operations.
Furthermore, it is contemplated that the District will lease the land to RIDA with a modified rent structure that will allow the RHCC project to achieve the necessary return. The District’s contribution of the land under a modified rent structure is essential and represents an additional contribution not represented in the table referenced.
Preliminary Estimate of Supportable Bond Underwriting
The City engaged JP Morgan Securities, LLC (JP Morgan) to provide investment banking and bond underwriting services. JP Morgan prepared estimates of achievable bond financing based on the revenue streams to be pledged by the District and City. In the KMA Report, KMA analyzed JP Morgan’s estimates. Based on this analysis, KMA determined that the JP Morgan projections were based on currently available bond underwriting terms, the relative creditworthiness of the pledged revenue streams, and JP Morgan’s professional judgement regarding debt service coverage, interest rate, and costs of issuance and capitalized interest during construction. Moreover, KMA found that the JP Morgan bond runs assume a 37-year term, inclusive of the construction period, and effective interest rates of 5.48% for taxable bonds and 4.41% for tax-exempt bonds. Notably, KMA has used a 1.75 debt service coverage ratio recommended by JP Morgan. KMA concluded that JP Morgan assumed ascending debt service schedules, i.e., annual debt service rises over the term subject to the 1.75 debt service coverage limit. In effect, KMA determined the bond sizing is based on $1.00 of debt service for every $1.75 of projected revenue. KMA concludes in its report that while this is a conservatively high debt service coverage assumption, i.e., it reduces the achievable bond financing amounts, it also results in significant projected surplus cash flow after debt service (see further discussion in Section VI.h below).
The following table summarizes the KMA analysis on the currently anticipated underwriting terms for the District/City bond financing for the convention center contribution and infrastructure. KMA determines that by using the currently anticipated underwriting terms, the pledged revenues are projected to be sufficient to support the net bond proceeds required to fund the District and City obligations under the LOI. KMA qualified its finding with the fact that the bonds will be issued at a future date to be determined, at which time economic conditions may vary from the figures used in this preliminary feasibility analysis. KMA recommends that RIDA, the District, and the City continually monitor real estate market factors and bond financing parameters to determine if any changes to these projections are warranted.
VI. d. Required Private Investment
KMA’s report provides that RIDA will be responsible for a private investment in the RHCC project of no less than $688 million. This investment is expected to take the form of a combination of debt (third party loans) and equity. The chart below is taken from the KMA report and summarizes the required private investment in the RHCC project.
VI. e. Basic Ground Lease Terms
Under the terms of the LOI, RIDA will pay a fixed ground rent schedule for the project during the bond financing term, estimated to coincide with Lease Years 1-37. The fixed ground rent schedule for this period is as shown below.
As detailed in the KMA report, beginning in Year 38, the proposed rent structure for the project will be in line with or higher than the District’s standard percentage rent categories for room, food, and beverage. The banquet percentage rent category has been broken out from the room rent category and is slightly lower than in typical District leases. Percentage rent rates for the remaining categories of revenue are to be agreed to in the Definitive Agreement. However, since the proportional size of the convention center space is larger than found in other hotel properties on District tidelands, the RHCC is projected to generate disproportionately higher banquet revenues. On this basis, staff agreed that a lower banquet percentage rate is justified. Additionally, the banquet rate increases to the District’s standard room rent rate in Lease Year 48.
VI.f. Public Entities Participation in NOI
The KMA report also explains that in addition to ground rent paid to the District, RIDA will pay the Public Entities an annual participation payment based on surplus Net Operating Income (NOI) from the RHCC project. As set forth in the KMA report, the Public Entities will receive 20% of surplus NOI above an 11% ROI threshold for RIDA during Lease Years 4-37. KMA has prepared a preliminary projection of this potential future revenue stream, which is summarized in the chart below. Section VI.h below provides a discussion related to the proposed distribution of the Public Entities participation payments, as well as surplus cash flow after debt service, between the District and City.
VI.g. Financial Returns to RIDA
Calculations of a target Return on Investment (ROI) to RIDA, and the share of NOI between RIDA and the Public Entities, were based on an analysis of target returns for RIDA. Given the level of risk associated with undertaking such a major new investment on the relatively undeveloped CVB in a single phase, Consultants agree that the upper end of this range is warranted for the proposed RHCC. The proposed District and City financial contributions are structured to target an ROI to RIDA of 11% in the stabilized year, i.e., the fourth year of operations or Lease Year 7. The KMA report projects that RIDA will achieve an ROI in Lease Year 7 of 10%, lower than the target return threshold.
KMA also prepared long-term operating income and expense projections for the duration of the proposed 66-year ground lease. These projections indicate that the District and City contributions are warranted, that the RIDA return is not excessive, and ultimately that RIDA will need to control development costs and/or enhance operating performance in order to achieve a satisfactory long-term return. At the same time, the proposed participation in RHCC NOI provides for the Public Entities to participate in the success of the RHCC project as well.
VI.h. Proposed Cash Flow Distribution (“Waterfall”)
The KMA reports notes that the proposed bond financing structure will result in significant surplus cash flow after debt service. Additionally, RIDA will make NOI participation payments to the Public Entities. District and City staff have discussed in detail various approaches to distribute these funds. The KMA report outlines the current concept to allocate these funds through a “waterfall”, with the priority sequence shown in Table IV-11 in the attached KMA report. As an example, the KMA chart presents the projected figures for Lease Years 7 (stabilized operations) and 13 (10th year of operations).
KMA concludes that once the RHCC project has stabilized, the District anticipates that it will receive a reimbursement of its annual contribution toward debt service. Moreover, KMA finds that both the District and City will be able to reimburse themselves for their respective CVB infrastructure operating and maintenance (O&M) expenditures. KMA forecasts a remaining positive cash flow even after the priority distributions,. KMA recommends that District and City staff will need to negotiate how these surplus funds are distributed.
VI.i. Parking Space Funding TBD - Port Obligation
The KMA report points out that its analysis requires that the District be responsible for financing, constructing, owning, and operating approximately 1,500 parking spaces to serve the RHCC project. District staff is evaluating the potential to develop 1,500-space parking spaces on Parcel H3. The District would assume all operating and maintenance expenditures for the parking for the duration of the RIDA ground lease. Parking gross revenues would be allocated 90% to RIDA and 10% to the District. The District’s share will increase to 15% of gross revenue if RIDA sells, on a cumulative basis, 51% or more of the RHCC project.
The total cost for the construction of the 1,500 parking spaces will be estimated at a future date. District staff is evaluating a variety of approaches to finance the parking. The preferred approach would be determined by the Board at a later date.
VI.j. Ancillary Development Rights
In order to implement the model adopted by Gaylord to attract sufficient convention business, Gaylord represents it needs access to additional rooms within close proximity of the main hotel and convention center in order to maximize the booking opportunities. Allowing for control over bookings five to six years out is integral to Gaylord operations, especially since standard hotels do not typically book that far in advance. RIDA requests a portion of the H23 parcel in order to facilitate the construction of 550 additional rooms necessary for the success of RHCC. Under the LOI, when the Definitive Agreement is executed, the District will execute a one year exclusive right to negotiate agreement with RIDA concerning a definitive agreement for the lease of up to 10 acres of the H23 parcel that are closest to the H3 parcel to develop up to 550 hotel rooms.
In addition, RIDA has requested the right to comment on future development projects on the H1, H1A, H8,H9 and H23 parcels that surround H3 parcel. See Attachment G for a map view of the H parcels. The reason this was requested was to provide guidance on types of operations, to ensure no duplications in operations, and to offer feedback on quality of design on those parcels. Since RIDA is a major partner in the development of the CVB, staff supports RIDA’s ability to comment on future development projects and welcomes feedback on future growth opportunities.
VII. NEXT STEPS
If the Board and the City Council approve the LOI, RIDA will expend additional funds to advance the RHCC project, specifically on project design. It is anticipated that the design process will take approximately 18 months to complete. Concurrent with RIDA making advancements on the RHCC project, the District will continue to advance other components on the CVB. The District is in the process of acquiring approximately four acres of land, known as the triangle parcel, which is an integral part of the development of the CVB and the RHCC. Also, the existing RV park leasehold is located within a portion of the CVB, on the future location of the Harbor District Park and RHCC. The lease for the Chula Vista RV Park expires in 202117. The CVBMP requires all 237 RV stalls be replaced prior to the existing RV park closing. On October 13, 2016, the Board authorized the issuance of a RFP for the development and operation of the new RV park. On April 11, 2017, the Board selected the Sun Communities, Inc./Northgate Resort LLC team to build and operate the new RV park. Project design, environmental review and lease negotiations are currently under way. It is anticipated that construction on the new location will begin in 2018, paving the way for the development of the RHCC.
Staff will also continue to work with the City in developing the public infrastructure design and negotiating the Plan of Finance necessary to fund the public infrastructure and improvements.
VII.a. Disposition and Development Agreement
The ENA between the District and RIDA sets forth the intent to exclusively negotiate and potentially enter into a binding agreement that specifies the rights and obligations of the District, the City and RIDA with respect to the lease, development and operation of the RHCC (Definitive Agreement). Based on the complexity of the transaction, and the various performance milestones that must be satisfied by the parties prior to the execution of the ground lease, the parties are currently negotiating the Definitive Agreement which is anticipated to be brought back to the Board for approval by the end of 2017.
The Definitive Agreement is contemplated to be for a 4 year term, with three, 1 year options to extend, and will set forth the obligations of the parties and the performance milestones needed to complete the pre-construction phase of the RHCC based on an agreed upon schedule of performance. This schedule of performance will set forth the various steps involved in the pre-construction phase and the obligations of all parties to complete that phase.
The Definitive Agreement will terminate (a) upon the execution of the ground lease, which will happen concurrently with the closing of the public and private financing, and commence the construction phase of the RHCC, or (b) (i) an uncured default or (ii) failure to satisfy a condition precedent prior to the close or a milestone set forth in the schedule of performance.
At each of the performance milestones to be identified in the Definitive Agreement, the City, District and RIDA will have the ability to evaluate their respective progress in meeting their milestones. In the event any of the performance milestones are not timely completed by any of the parties, the other parties will have certain rights to pause, delay or terminate such performance milestone under the Definitive Agreement. Only upon satisfaction of all of the conditions precedent and performance milestones set forth in the schedule of performance, will the necessary public and private financing be issued and the District and RIDA enter into the ground lease for the future Site of the RHCC.
VIII. RECOMMENDATION
After two years of negotiations with RIDA, District and City staffs believe that the nonbinding LOI should be approved by the Board and City Council for the development of the RHCC, the catalyst project for development of the CVB. The LOI should be approved because in RIDA and the City, the District has found the right partners that are ready to move forward with the implementation of the CVBMP; the project economics represent a good deal for the District, for the City, and for RIDA; and time is of the essence to memorialize the economics to ensure that the redevelopment of the CVB proceeds as soon as possible. The LOI is an important next step toward catalyzing other additional development within the CVB. Once implemented, the CVBMP will create a world-class destination that reflects strong planning and design principles, economic feasibility and community benefits.
General Counsel’s Comments:
The Office of the General Counsel has ongoing involvement in this matter and assisted in the preparation of this agenda sheet. As such, the Office of the General Counsel approves this agenda sheet and the proposed non-binding Letter of Intent as presented to it as to form and legality.
Environmental Review:
The proposed Board actions to authorize a non-binding Letter of Intent (LOI) does not constitute an “approval” of a project under the California Environmental Quality Act (CEQA) because the Board’s authorization does not constitute a binding commitment to approve the proposed lease or any other associated discretionary approvals. Any negotiated lease would require Board approval. CEQA requires that the District adequately assess the environmental impacts of its leases and reasonably foreseeable activities that may result from its leases prior to the approval of the same. Accordingly, if negotiations are completed, and before the Board considers approval of a proposed lease, the District will conduct CEQA review of any potential environmental impacts from the proposed lease and any reasonably foreseeable activities that may occur as a result of the proposed lease. Such CEQA review may result in the District, in its sole and absolute discretion, requiring implementation of mitigation measures or adopting an alternative, including without limitation, a “no project alternative.” The current Board action in no way limits the exercise of this discretion. Nevertheless, development associated with the Chula Vista Bayfront Master Plan, including the proposed hotel and convention center contemplated in the LOI, was previously analyzed under the Chula Vista Bayfront Master Plan and Port Master Plan Amendment Final Environmental Impact Report (UPD #83356-EIR-658, SCH #2005081077) which was certified by the Board on May 18, 2010 (Resolution No. 2010-78). At this time, no further action under CEQA is required.
In addition, the presentation and direction to staff allows for the District to administrate its obligations under the Port Act and/or other laws. The Port Act was enacted by the California Legislature and is consistent with the Public Trust Doctrine. Consequently, the proposed presentation is consistent with the Public Trust Doctrine.
The proposed Board actions do not allow for “development,” as defined in Section 30106 of the California Coastal Act, or “new development,” pursuant to Section 1.a. of the District’s Coastal Development Permit (CDP) Regulations. Therefore, issuance of a Coastal Development Permit or exclusion is not required for the proposed Board actions. However, the District’s leases and activities that may arise from those leases require processing under the District’s CDP Regulations. If a proposed lease is negotiated, the Board will consider approval of a proposed lease after the appropriate determination under District’s CDP Regulations is made, which could include a Coastal Development Permit. The current Board action in no way limits the exercise of the District’s discretion under the District’s CDP Regulations.
Equal Opportunity Program:
A Small Business Enterprise (SBE) Participation Plan including SBE goals for design/construction and leasing/operations is required.
PREPARED BY:
Adam Meyer,
Department Manager, Redevelopment
Lesley Nishihira
Principal, Planning and Green Port
Linda Scott
Capital Projects Manager, Engineering-Construction
Stephanie Shook
Asset Manager, Real Estate
Attachment(s):
Attachment A: Historic Chula Vista Tidelands Map
Attachment B: CVBMP Illustrative Graphic
Attachment C: Non-Binding Letter of Intent
Attachment D: KMA Feasibility Report
Attachment E: Glossary of Terms
Attachment F: Timeline Overview
Attachment G: Harbor District Parcel Map
Attachment H: October 4, 2016 Report from CBRE Hotels
Attachment I: March 30, 2017 JLL RIDA Development Cost Review
Attachment J: RIDA RHCC Project Renderings
Attachment K: Amended and Restated Financing Agreement
1. SDUPD Clerk’s Office Document No. 59406 filed October 5, 2012, Port Master Plan Amendment
2. SDUPD Clerk’s Office Document No. 59001 filed May 30, 2012, Chula Vista Bayfront Master Plan Financing Agreement between City of Chula Vista and San Diego Unified Port District
3. SDUPD Clerk’s Office Document No. 62033 filed July 3, 2014, Request for Qualifications for Chula Vista Bayfront Development Opportunity for Waterfront Convention Destination Resort Hotel
4. SDUPD Clerk’s Office Document No. 62899 filed February 11, 2015, Exclusive Negotiating Agreement; SDUPD Clerk’s Office Document No. 65707 filed October 13, 2016 (Amendment No. 1); SDUPD Clerk’s Office Document No. 66141 filed February 14, 2017 (Amendment No. 2)
5. SDUPD Clerk’s Office Document No. 39466 filed August 5, 1999, Relocation Agreement by and among City of Chula Vista, Redevelopment Agency of the City of Chula Vista, San Diego Unified Port District and Rohr, Inc
6. SDUPD Clerk’s Office Document No. 33004, filed September 12, 1996, Memorandum of Understanding between the San Diego Unified Port District and the City of Chula Vista.
7. SDUPD Clerk’s Office Document No. 38358, filed November 29, 1999, Lease Agreement between San Diego Unified Port District and Duke Energy South Bay, LLC
8. SDUPD Clerk’s Office Document No. 44952 filed December 18, 2002, Joint Planning Agreement Between San Diego Unified Port District and the City of Chula Vista
9. SDUPD Clerk’s Office Document No. 47047 filed June 03, 2004, First Amendment to Joint Planning Agreement Between San Diego Unified Port District and the City of Chula Vista
10. Final Environmental Impact Report for the Chula Vista Bayfront Master Plan and Port Master Plan Amendment (UPD #83356-EIR-658, SCH #2005081077), dated June 18, 2010, on file in the Office of the District Clerk bearing Document No. 56562
11. SDUPD Clerk’s Office Document No. 59408 filed October 5, 2012, Chula Vista Bayfront Master Plan Public Access Program San Diego Unified Port District and the City of Chula Vista
12. SDUPD Clerk’s Office Document No. 59407 filed October 5, 2012, Chula Vista Bayfront Development Policies
13. SDUPD Clerk’s Office Document No. 56067 filed February 19, 2010, Exchange Agreement by and between San Diego Unified Port District and North C.V. Waterfront L.P.
14. SDUPD Clerk’s Office Document No. 56523 filed May 20, 2010, Chula Vista Bayfront Master Plan Settlement Agreement by and among the Bayfront Coalition, San Diego Unified Port District and City of Chula Vista, the Redevelopment Agency of the City of Chula Vista
15. SDUPD Clerk’s Office Document No. 56555 filed June 2, 2010, Mitigation Monitoring and Reporting Program for the Chula Vista Bayfront Master Plan
16. SDUPD Clerk’s Office Document No. 65065 filed June 6, 2016, Natural Resources Management Plan for the Chula Vista Bayfront
17. SDUPD Clerk’s Office Document No. 14243 filed November 9, 1981, Lease between Chula Vista Marina/RV Park, Ltd. and San Diego Unified Port District, as amended from time to time.