(OB -20 12-32) OVERSIGHT B OA RD RESOLUTION NUMBER OB-2012-32 A RESOLUTION OF THE OVERSIGHT B OA RD FOR THE C ITY OF SAN DIEGO REDEVELOPMENT SUC C ESSOR A GENC Y A UTHORIZING TilE SUC C ESSOR AGENCY TO ENTER INTO ESC ROW AGREEMENTS RELA TED TO SUC C ESSOR A GENC Y LOA NS A ND TO TRANSFER THE LOA N FUNDS INTO ESC ROW ACCOUNTS W HEREA S, the former Redevelopment A gency of the C ity of San Diego (Former RDA) administered the implementation of various redevelopment projects, programs, and activities within designated redevelopment project areas throughout the C ity of San Diego (City); and W HEREA S, in accordance with A ssembly B ill x l 26 (A B 26 ), the Former RDA dissolved as of February 1, 2012, at which time the C ity of San Diego, solely in its capacity as the designated successor agency to the Former RDA (Successor A gency), assumed the Former RDA's assets and obligations; and W HEREA S, the Successor A gency is winding down the Former RDA's affairs in accordance with A B 26 , as amended by A ssembly Billl484 (A B 14 84 ), enacted on June 27, 2012 (collectively, the Dissolution Laws); and W HEREA S, the Oversight B oard has been formed to oversee certain actions and decisions of the Successor A gency in accordance with the Dissolution Laws; and W HEREA S, pursuant to C alifornia Health and Safety C ode

Section 34 177(1), Successor A gency staffmust prepare a Recognized Obligation Payment

Schedule (ROPS) on a forward- looking basis for each six-month fiscal period, showing the payments to be made toward enforceable obligations and the funding source for the payments; and W HEREA S, Health and Safety C ode

Section 34177(

c) requires the Successor A gency to perform obligations required pursuant to any enforceable obligation; Doc No. 454230 (OB -20 12-32)

WHEREAS, the Dissolution Laws are generally unclear as to whether the Successor Agency can take discretionary actions related to performance o f enforceable obligations , and enter into related agreements , without Oversight Board authorization; and

WHEREAS, due to uncertainty created by the Dissolution Laws and the process for winding down the Former RDA ' s affairs, lenders for enforceable obligation projects that involve Successor Agency loans have requested that the Successor Agency deposit its loan funds into an escrow account as a condition precedent to the lenders funding their loans for the projects; and

WHEREAS, Successor Agency staff expect to receive additional requests o f this nature in the future; and

WHEREAS, in an abundance o f caution , the Successor Agency has requested that the Oversight Board authorize the Successor A gency to enter into escrow agreements related to Successor Agency loans and to transfer Successor Agency loan funds into escrow accounts to facilitate financing required pursuant to enforceable obligations.

NOW, THEREFORE, B E IT RESOLVED by the Oversight Board that the Successor Agency is authorized to enter into escrow agreements related to the disbursement o f Successor Agency loans when such loans are required pursuant to enforceable obligations included in any approved ROPS, and to transfer the outstanding amount o f the loan funds into escrow accounts for disbursement by an independent escrow agent according to the terms o f the enforceable obligations. PASSED AND ADOPTED by the Oversight B oard at a duly noticed meeting o f the Oversight Board held on October lli 2012. Doc No . 4542 3 0