AGENDA OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY REGULAR MEETING MONDAY, APRIL 20, 2015, AT 3:00 P.M.

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1 AGENDA OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY REGULAR MEETING MONDAY, APRIL 20, 2015, AT 3:00 P.M. Civic San Diego Board Room (formerly Centre City Development Corporation) 401 B Street, Suite 400, San Diego, CA Board Members James Davies, City of San Diego appointee Andra Donovan, Esq., County Board of Education appointee Dr. Bonnie Ann Dowd, California Community Colleges appointee Daniel Hentschke, Esq., Special District appointee Kaye Hobson, County of San Diego appointee Mark Nelson, City of San Diego appointee Supervisor Ron Roberts, County of San Diego appointee Adoption Agenda, Consent Items Any Consent items listed below are considered to be routine. These items are indicated on the agenda by a preceding asterisk (*). Because these items may be handled quickly, if you wish to be heard, submit your Speaker Slip form prior to the start of the meeting. Non-Agenda Public Comment This portion of the agenda provides an opportunity for members of the public to address the Board on items of interest within the jurisdiction of the Board. (Comments relating to items on today s docket are to be taken at the time the item is heard.) Time allotted to each speaker is determined by the Chair; however, comments are limited to no more than three (3) minutes total per subject regardless of the number of those wishing to speak. Submit requests to speak to the Clerk prior to the start of the meeting. Pursuant to the Brown Act, no discussion or action, other than a referral, shall be taken by the Board on any issue brought forth under Non-Agenda Public Comment. To Address Oversight Board on an Agenda Item Speaker forms are available prior to each meeting. Fill out a Speaker Slip and submit to the Clerk. Speakers will be called by name to address the Oversight Board when the item is heard. Time allotted to each speaker is determined by the Chair and, in general, is limited to three (3) minutes; moreover, collective testimony by those who support or oppose an item shall be limited to no more than fifteen (15) minutes per side. The numerical order of items on this agenda is for convenience of reference. Items may be taken out of order upon request of the Chair or Board Members. Members of the public wishing to address the Board must submit a Speaker Slip to the Clerk prior to the agenda item being called. Please note that Speaker Slips will not be accepted once the item is called. Speaker Slips on any item should be submitted at the beginning of each Board meeting.

2 OVERSIGHT BOARD MEETING Monday, April 20, 2015 Page 2 Assistance for the Disabled This information is available in alternative formats upon request. To request an agenda in Braille, large print, or cassette or to request a sign language or oral interpreter for the meeting, call Michele O Malia at 619/ prior to the meeting to ensure availability. CALL THE MEETING TO ORDER Order of Business CHAIR, BOARD, OVERSIGHT BOARD CONTACT COMMENT APPROVAL OF BOARD MINUTES The Board minutes for March 16, 2015 will be approved by Unanimous Consent unless pulled for discussion. NON-AGENDA PUBLIC COMMENT Adoption AGENDA, CONSENT ITEMS ITEM 1 ITEM 2 Report and Resolution of the Oversight Board for City of San Diego Redevelopment Successor Agency DESIGNATING THE SUCCESSOR AGENCY S NEW POINT OF CONTACT FOR COMMUNICATIONS WITH THE STATE DEPARTMENT OF FINANCE. Report and Resolution from the Successor Agency regarding ADOPTION OF A RESOLUTION OF THE OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY APPROVING THE SETTLEMENT AGREEMENT AND RELEASE BY AND BETWEEN EMC/UNION OIL, BALLPARK VILLAGE, LLC, JMI REALTY LLC AND THE SUCCESSOR AGENCY. COMMUNICATIONS RECEIVED ADJOURNMENT For more information please contact: Michele O Malia: omalia@civicsd.com

3 OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY MINUTES FOR REGULAR BOARD MEETING OF MONDAY, MARCH 16, 2015 AT 3:00 P.M. CIVIC SAN DIEGO BOARD ROOM 401 B STREET, SUITE 400, SAN DIEGO, CA ADOPTION AGENDA ITEM 1 ITEM 2 Report and resolution from the Successor Agency regarding APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH PARADIGM MECHANICAL CORPORATION RELATED TO THE LYCEUM THEATRE WITHIN THE HORTON PLAZA REDEVELOPMENT PROJECT AREA Report and resolution from the Successor Agency regarding ADOPTION OF A RESOLUTION APPROVING A PROPOSED GRANT OF EASEMENT AND RELATED AGREEMENT ( AGREEMENT ) AND APPROVING THE PROCESS OF SELECTING AN INDEPENDENT THIRD PARTY APPRAISER TO COMPLETE AN APPRAISAL OF FAIR MARKET VALUE IN CONNECTION WITH THE AGREEMENT, FOR THE PURPOSE OF FACILITATING IMPLEMENTATION OF THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE FORMER REDEVELOPMENT OF THE CITY OF SAN DIEGO AGENCY AND BALLPARK VILLAGE, LLC CHRONOLOGY OF THE MEETING: The meeting was called to order by Vice Chair Dan Hentschke at 3:05 p.m. The meeting was adjourned by Chair Nelson at 3:50 p.m. ATTENDANCE DURING THE MEETING: ROLL CALL: Chair Mark Nelson, City of San Diego appointee present (arrival at 3:10 p.m.) James Davies, City of San Diego appointee present Andra Donovan, Esq., County Board of Education appointee present Daniel Hentschke, Esq., Special District appointee present Kaye Hobson, County of San Diego appointee present Supervisor Ron Roberts, County of San Diego appointee present ABSENT: Dr. Bonnie Ann Dowd, California Community Colleges appointee CLERK: Michele O Malia

4 OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY Minutes of March 16, 2015 Page 2 CHAIR, BOARD, OVERSIGHT BOARD CONTACT COMMENT None. APPROVAL OF BOARD MINUTES Approval of Board minutes from February 9, 2015 Motion by Kaye Hobson to approve minutes of February 9, Seconded by Ron Roberts. Passed by the following vote: Yea: Ron Roberts, James Davies, Dan Hentschke, Andra Donovan, Kaye Hobson; Nay: None; Recused: None; Not Present: Mark Nelson and Bonnie Ann Dowd. NON-AGENDA PUBLIC COMMENT: AGENDA Vice Chair Dan Hentschke announced that the agenda would be reordered, and that Item #2 would be heard first. ITEM 2 Report and resolution from the Successor Agency regarding ADOPTION OF A RESOLUTION APPROVING A PROPOSED GRANT OF EASEMENT AND RELATED AGREEMENT ( AGREEMENT ) AND APPROVING THE PROCESS OF SELECTING AN INDEPENDENT THIRD PARTY APPRAISER TO COMPLETE AN APPRAISAL OF FAIR MARKET VALUE IN CONNECTION WITH THE AGREEMENT, FOR THE PURPOSE OF FACILITATING IMPLEMENTATION OF THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE FORMER REDEVELOPMENT OF THE CITY OF SAN DIEGO AGENCY AND BALLPARK VILLAGE, LLC DESCRIPTIVE SUMMARY OF ITEM: The purpose of this action is to facilitate the implementation of the Owner Participation Agreement by and between the former Redevelopment Agency of the City of San Diego and Ballpark Village, LLC (Item 200 on the Successor Agency s Recognized Obligation Payment Schedule). Under the terms of the proposed Agreement, in conjunction with the Ballpark Village Owner Participation Agreement, the Successor Agency proposes to grant to Ballpark Village LLC ( Developer ), the right to encroach into real property owned in fee by the Successor Agency, for the purposes of constructing portions of the underground parking garage, associated with the Parcel C Development. The Agreement shall be subject to the dedication for public improvement purposes held by the City of San Diego, and an agreement for the payment by the Developer of consideration based on an appraisal to be completed by an independent third party MAI appraiser approved by the Oversight Board. Due to several factors including project financing and market conditions, timing is of the essence. Construction on the project is scheduled to start in April 2015.

5 OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY Minutes of March 16, 2015 Page 3 STAFF RECOMMENDATION: That the Oversight Board adopts a resolution approving: 1. The proposed Grant of Easement and Related Agreement ( Agreement ); and, 2. The process of selecting an independent third party appraiser to complete an appraisal of Fair Market Value in connection with the Agreement. BOARD DISCUSSION: Staff was directed to revise the map to reflect the easement area and to define the legal description. BOARD ACTION: Motion by Ron Roberts to approve the Grant of Easement and Related Agreement related to the Ballpark Village Project subject to the following conditions: a) The easement area will not include any ramps at the street level for access to the underground parking structure; b) Approved the selection of an independent MAI-approved appraiser, however, the Oversight Board will not need to approve the valuation of the appraisal; c) The Developer will pay the appraised fair market value of the easement as determined by the appraisal; and d) Exhibit C to the Agreement will be modified to reflect the actual scope of the easement, which is a smaller area than currently depicted. Seconded by Dan Hentschke. Passed by the following vote: Yea: Ron Roberts, Mark Nelson, James Davies, Andra Donovan, Dan Hentschke, Kay Hobson; Nay: None; Recused: None; Not Present: Bonnie Ann Dowd. ITEM 1 Report and resolution from the Successor Agency regarding APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH PARADIGM MECHANICAL CORPORATION RELATED TO THE LYCEUM THEATRE WITHIN THE HORTON PLAZA REDEVELOPMENT PROJECT AREA DESCRIPTIVE SUMMARY OF ITEM: Under the First Amendment to the Agreement ( Amendment ) between Civic San Diego ( CivicSD ), acting as the Successor Agency s contracting agent, and Paradigm Mechanical Corporation ( Contractor ), Contractor will provide additional repairs to the HVAC system that were necessitated by unforeseeable conditions and related to the improvements and upgrades for the Lyceum Theater Improvement Project ( Project ). The unforeseen conditions that were not covered under the original agreement are installation of additional isolation water valves, repair of a variable frequency drive, installation of new drain valves, installation of new vent valves, and repairs to electrical wiring. This Amendment will cover the costs of these additional repairs and improvements in fulfillment of the Successor Agency s contractual obligation under an existing sublease agreement that qualifies as an enforceable obligation.

6 OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY Minutes of March 16, 2015 Page 4 STAFF RECOMMENDATION: That the Oversight Board approves the First Amendment to the Agreement with Paradigm Mechanical Corporation and makes related findings with respect to the benefit and necessity of the Amendment. BOARD DISCUSSION: Principal Engineer Daniel Kay summarized the First Amendment to the Agreement with Paradigm Mechanical Corporation. BOARD ACTION: Motion by Dan Hentschke to approve the First Amendment to the Agreement with Paradigm Mechanical Corporation. Seconded by James Davies. Passed by the following vote: Yea: Ron Roberts, Mark Nelson, James Davies, Andra Donovan, Dan Hentschke, Kay Hobson; Nay: None; Recused: None; Not Present: Bonnie Ann Dowd. COMMUNICATIONS RECEIVED None ADJOURNMENT The meeting was adjourned at 3:50 p.m.

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8 (OB ) OVERSIGHT BOARD RESOLUTION NUMBER OB A RESOLUTION OF THE OVERSIGHT BOARD FOR CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY DESIGNATING THE SUCCESSOR AGENCY S NEW POINT OF CONTACT FOR COMMUNICATIONS WITH THE STATE DEPARTMENT OF FINANCE. WHEREAS, the former Redevelopment Agency of the City of San Diego (Former RDA) administered the implementation of various redevelopment projects, programs, and activities within designated redevelopment project areas throughout the City of San Diego (City); and WHEREAS, in accordance with Assembly Bill x1 26 (AB 26), the Former RDA dissolved as of February 1, 2012, at which time the City 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 subsequent legislation (Dissolution Laws); and WHEREAS, the Dissolution Laws require the Oversight Board to designate an official (Oversight Board Contact) to engage in communications with the State Department of Finance (DOF) regarding any review of the Oversight Board s actions; and WHEREAS, in light of the resignation of Andrew T. Phillips as Chief Financial Officer and Chief Operating Officer of Civic San Diego effective May 1, 2015, the Successor Agency has proposed a new designee to serve as the Oversight Board Contact. -PAGE 1 OF 2-

9 (OB ) NOW, THEREFORE, BE IT RESOLVED by the Oversight Board as follows: 1. The Oversight Board designates Reese A. Jarrett, President of Civic San Diego, as the new Oversight Board Contact, effective immediately. 2. The Oversight Board Contact shall promptly notify the DOF regarding this designation and shall provide all necessary contact information, including telephone number and address, to the DOF. 3. With respect to all communications received from the DOF related in any way to the implementation or enforcement of the Dissolution Laws, the Oversight Board Contact shall forward such communications via to all Oversight Board members within three (3) business days after receipt of such communications. PASSED AND ADOPTED by the Oversight Board at a duly noticed meeting of the Oversight Board held on April 20, Chair, Oversight Board -PAGE 2 OF 2-

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14 (OB ) OVERSIGHT BOARD RESOLUTION NUMBER OB A RESOLUTION OF THE OVERSIGHT BOARD FOR THE CITY OF SAN DIEGO REDEVELOPMENT SUCCESSOR AGENCY APPROVING THE SETTLEMENT AGREEMENT AND RELEASE BY AND BETWEEN EMC/UNION OIL, BALLPARK VILLAGE, LLC, JMI REALTY LLC AND THE SUCCESSOR AGENCY. WHEREAS, the former Redevelopment Agency of the City of San Diego (Former RDA) administered the implementation of various redevelopment projects, programs, and activities within designated redevelopment project areas throughout the City of San Diego (City); and WHEREAS, in accordance with Assembly Bill x1 26 (AB 26) enacted on June 28, 2011, the Former RDA dissolved as of February 1, 2012, at which time the City, 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 subsequently amended (collectively, the Dissolution Laws); and WHEREAS, the Dissolution Laws specify that the Oversight Board and the California Department of Finance (DOF) must review and approve certain actions and decisions of the Successor Agency; and WHEREAS, in 2005, the Former RDA entered into an Owner Participation Agreement (OPA) with Ballpark Village, LLC (Developer), in which Developer agreed to perform remediation of hazardous substances as defined in Health and Safety Code (HSC) section 33459(c) on a large parcel located generally east of Petco Park, commonly referred to as Parcel C, located in downtown San Diego (Property); and 1

15 (OB ) WHEREAS, as of 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, the contamination present in the soil and groundwater at and under the Property may be caused by pipelines formerly owned and operated by Union Oil Company of California (Union Oil); and WHEREAS, Developer plans to develop the Property as a mixed-use project that will include an underground parking structure, in which contamination may be encountered; and WHEREAS, the Successor Agency, using its powers under the Polanco Redevelopment Act, issued a 60-day notice to Union Oil requesting a remedial action plan to remedy or remove the contamination caused by its pipelines; and WHEREAS, the Settlement Agreement and Release between the Successor Agency, Developer, JMI Realty LLC (JMI) and Chevron Environmental Management Company (EMC), for itself and attorney-in-fact for Union Oil (Agreement) is necessary to resolve claims regarding the responsibility and liability for the contamination on the Property; and WHEREAS, the Agreement settles Developer s claims against Union Oil in the form of monetary compensation to Developer, and in exchange for such compensation, Developer agrees to release Union Oil from future liability; and WHEREAS, the Successor Agency, as a party to the Agreement, will not incur any obligations or liability related to contamination affecting the Property, but will preserve its rights to assert authority under the Polanco Redevelopment Act, if necessary; NOW, THEREFORE, BE IT RESOLVED by the Oversight Board that the Agreement, a copy of which is included as Exhibit 2 to the Staff Report dated April, 2015 accompanying this Resolution, is approved. 2

16 (OB ) PASSED AND ADOPTED by the Oversight Board at a duly noticed meeting of the Oversight Board held on April 20, Chair, Oversight Board 3

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