(OB-20 12-36) OVERSIGHT BOARD RESOLUTION NUMBER OB-2012-36 A RESOLUTION OF THE OVERSIGHT BOARD FOR THE C ITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY APPROVING THE FIRST AMENDMENT TO THE OWNER PARTIC IPATION AGREEMENT FOR MARKET C REEK PLAZA IN SOUTHEASTERN SAN DIEGO AND THE SUC C ESSOR AGENCY'S RELATED PAYMENT OF $2,400,000

WHEREAS, the former Redevelopment Agency 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 (C ity); and

WHEREAS, in accordance with Assembly Bill x1 26 (AB 26), the Former RDA dissolved as ofFebruary 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 Agency), assumed the Former RDA's assets and obligations; and

WHEREAS, the Successor Agency is required to administer the winding down of the Former RDA's operations and to ensure compliance with the Former RDA's obligations in accordance with AB 26, as amended by Assembly Bill1484 (AB 1484); and

WHEREAS, the Former RDA and Market C reek Partners, LLC , a C alifornia limited liability company (Developer), entered into that certain Owner Participation Agreement (OP

A) in or about December regarding development of the 19-acre Market C reek Plaza site (Site), presently located within the C entral Imperial C omponent Area of the Southeastern San Diego Merged Redevelopment Project Area; and

WHEREAS, the OPA included the Former RDA's obligation to reimburse the Developer for the construction of certain public improvements needed for development of the Site, in an amount up to $3,800,000, as well as the Developer's obligation to construct a 300,000-square- foot commercial retail center on the Site; and Doc No . 475058 (OB-2012-36)

WHEREAS, the Developer has completed the public improvements envisioned by the OPA, as well as a portion o f the private improvements envisioned by the OPA; and

WHEREAS, as o f February 1, 2012, the Successor Agency has assumed the Former RDA's rights and obligations under the OPA by operation of AB 26; and

WHEREAS, in light o f the present circumstances, the Successor Agency and the Developer have negotiated the proposed First Amendment to the OPA, including certain attachments thereto, all o f which are attached to the staffreport accompanying this item; and

WHEREAS, the First Amendment to the OPA will, among other things: (

i) reduce the amount o f the Successor Agency's reimbursement obligation for the completed public improvements from $3,800,000 to $2,400,000; (ii) reduce the original Site from acres to approximately 6.5 acres (Reduced Site); (iii) reduce the scope o f development to reflect the completed shopping center on the Reduced Site; (iv) release certain community benefit covenants from the undeveloped parcels, but retain such covenants as to the developed parcels, within the Site; and (

v) retain the Jacobs Community C enter building on the property tax rolls through June 30, 2014; and

WHEREAS, the approved second Recognized Obligation Payment Schedule, covering the six-month period from July through December 2012 (ROPS 2), contemplates the Successor Agency's payment o f up to $3,800,000 to the Developer under the OPA.

NOW, THEREFORE,

BE IT RESOLVED by the Oversight Board as follows: 1. The First Amendment to the OPA, including all attachments thereto, is approved. Doc No. 475058 (OB-2012-36) 2. The Successor Agency's payment of $2,400,000 to reimburse the Developer for the cost of completed public improvements, as required by the First Amendment to the OPA and consistent with ROPS 2, is approved. PASSED AND ADOPTED by the Oversight Board at a duly noticed meeting of the Oversight Board held on November 2..0, 2012. Ch:~ Doc No. 475058