ATTACHMENT A

ATTACHMENT B

ATTACHMENT C

FIRST AMENDMENT TO AGREEMENT REGARDING EXPENDITURE OF EXCESS REDEVELOPMENT BOND PROCEEDS [CITY AND SUCCESSOR AGENCY] This First Amendment to Agreement Regarding Expenditure of Excess Redevelopment Bond Proceeds ( Amendment ) is entered into on this day of, 2015, by and between the City of San Diego, solely in its capacity as the designated successor agency to the Redevelopment Agency of the City of San Diego, a former public body, corporate and politic ( Successor Agency ), and the City of San Diego, a California municipal corporation ( City ). RECITALS The Successor Agency and the City (collectively, the Parties ) enter into this Amendment with reference to the following circumstances: A. The Parties entered into that certain Agreement Regarding Expenditure of Excess Redevelopment Bond Proceeds dated November 14, 2014 ( Original Agreement ), on file in the Office of the City Clerk as Document No. RR-309247. Unless otherwise specified, all capitalized terms in this Amendment shall have the same meaning ascribed to them in the Original Agreement. Pursuant to the Original Agreement, the Successor Agency agreed to transfer to the City the Excess Bond Proceeds (i.e., pre-2011 non-housing redevelopment bond proceeds) of up to $60,721,656, and the City agreed to expend the Excess Bond Proceeds in accordance with the Bond Spending Plan (Exhibit 2 to the Original Agreement) and consistent with the basic purposes for which the bonds were sold and the applicable provisions of the California Community Redevelopment Law. In January 2015, after the Oversight Board and the DOF approved the Original Agreement and further approved the transfer of the Excess Bond Proceeds in line item 620 of ROPS 14-15B, the Successor Agency transferred the Excess Bond Proceeds in the actual amount of $55,240,760.81 to the City. Since then, the City has started to expend the Excess Bond Proceeds in accordance with the Original Agreement. B. When the Oversight Board approved the Original Agreement, it imposed a condition in Paragraph 3 of its authorizing resolution under which no new projects may be added to the Bond Spending Plan in the future unless the Oversight Board first adopts a resolution approving the inclusion of such new projects in the Bond Spending Plan. C. The Parties now desire to enter into this Amendment for three purposes: (i) to provide an updated version of Exhibit 1 to the Original Agreement, which reflects the actual amount of the Excess Bond Proceeds transferred to the City; (ii) to provide an updated version of Exhibit 2 to the Original Agreement, which reflects additions, deletions, and consolidations of line items pertaining to potential redevelopment projects, activities, and programs on which the Excess Bond Proceeds may be expended; and (iii) to allow any portion of the Excess Bond Proceeds to be used, at the Successor Agency s election at any time, to defease (i.e., pay down) any of the Successor Agency s outstanding bonds from which the Excess Bond Proceeds were derived, as permitted by Code sections 34177(i) and 34191.4(c)(2). 1 ATTACHMENT D

TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Revised Exhibit 1. Exhibit 1 to the Original Agreement entitled Schedule of Excess Bond Proceeds is deleted in its entirety and replaced with Exhibit 1 to this Amendment. 2. Revised Exhibit 2. Exhibit 2 to the Original Agreement entitled Bond Spending Plan is deleted in its entirety and replaced with Exhibit 2 to this Amendment. All references in the Original Agreement to the Bond Spending Plan shall pertain to Exhibit 2 to this Amendment. 3. Defeasance. A new Section 14 is added to the Original Agreement as follows: Defeasance. To the extent permitted by the Dissolution Laws, the Successor Agency, acting through the Mayor or designee, may from time to time cause any portion of the Excess Bond Proceeds to be used to defease the redevelopment bonds from which they were derived. Promptly after the Successor Agency s request at any time, the City shall transfer any specified portion of the Excess Bond Proceeds to the Successor Agency or the applicable bond trustee for the sole purpose of defeasance. 4. Effective Date. This Amendment shall become effective on the date on which this Amendment has been executed by duly authorized officials on behalf of both Parties (the Effective Date ). It is understood that the Parties will not execute this Amendment unless and until this Amendment has been approved by the Oversight Board in accordance with Code sections 34179(e) and 34180(h) and has been approved, or deemed approved, by the DOF in accordance with Code section 34179(h). 5. Binding Effect. Except as expressly amended by this Amendment, the Original Agreement shall continue in full force and effect, enforceable in accordance with its terms. 6. Counterparts. This Amendment may be executed in counterparts, which when taken together, shall constitute a single signed original as though all Parties had executed the same page. [remainder of this page intentionally left blank] 2

IN WITNESS WHEREOF, this Amendment is executed by the City of San Diego, solely in its capacity as the designated successor agency to the Redevelopment Agency of the City of San Diego, and by the City of San Diego, to be effective as of the Effective Date. SUCCESSOR AGENCY: City of San Diego, solely in its capacity as the designated successor agency to the Redevelopment Agency of the City of San Diego, a former public body, corporate and politic Date: By: Name: Title: APPROVED AS TO FORM: JAN I. GOLDSMITH, City Attorney By: Kevin Reisch Chief Deputy City Attorney CITY: City of San Diego, a California municipal corporation Date: By: Name: Title: APPROVED AS TO FORM: JAN I. GOLDSMITH, City Attorney By: Brant C. Will Deputy City Attorney 3

Exhibit 1 Revised Schedule of Excess Bond Proceeds [provided starting on next page]

EXHIBIT 1 Available Excess Bond Proceeds Non Housing Bond Proceeds Central Imperial 2007 A Taxable Bonds Central Imperial 2007 B Tax Exempt Bonds Centre City 2001 A Tax Exempt Bonds Centre City 2006 A Tax Exempt Bonds Centre City 1999 B Taxable Bonds Center City 2004 Tax Exempt Bonds City Heights 1999 A Tax Exempt Bonds City Heights 2010 A Tax Exempt Bonds City Heights 2010 B Taxable Bonds Crossroads 2010 A Tax Exempt Bonds Intended Purpose Central Imperial Centre City City Heights Crossroads Naval Training Center North Bay North Park San Ysidro Southcrest Totals To finance a portion of the costs of the Redevelopment Plan for the Central Imperial Project Area 13,422.62 13,422.62 To finance a portion of the costs of the Redevelopment Plan for the Central Imperial Project Area 912,874.52 912,874.52 To finance and or refinance land acquisition, demolition, public improvements and other redevelopment activities to implement the Centre City Redevelopment Plan 286,573.69 286,573.69 To finance certain redevelopment activities benefiting the Centre City Redevelopment Project 22,108,986.22 22,108,986.22 To fund land acquisition, demolition, public improvements and other redevelopment activities to implement the Centre City Redevelopment Plan 1,038,999.77 1,038,999.77 Series A & B Refund Series 1993 Bonds, to finance and refinance land acquisition, demolition, public improvements and other redevelopment activities to implement the Centre City Redevelopment Plan, including payments pursuant to an MOU with the San Diego Padres in connection with the development of Petco Ballpark. C & D to finance various low and moderate income housing projects within the City of San Diego. 2,420,574.48 2,420,574.48 To finance a portion of the cost of the redevelopment in the City Heights Project 19,211.24 19,211.24 To finance certain redevelopment projects in the City Heights Redevelopment Project 4,946,835.11 4,946,835.11 To provide funds to repay an outstanding letter of credit and to fund certain other redevelopment projects in the City Heights Redevelopment Project 1,670,000.28 1,670,000.28 To finance redevelopment activities within or of benefit to the Crossroads Redevelopment Project 4,413,638.51 4,413,638.51 Naval Traning Center 2010 A Tax Exempt Bonds North Bay 2000 Tax Exempt Bonds North Park 2000 Tax Exempt Bonds North Park 2003 A Taxable Bonds North Park 2003 B Tax Exempt Bonds North Park 2006 LOC w/boa Taxable To repay an outstanding bank line of credit from San Diego National Bank for the Naval Training Center Redevelopment Project; to finance certain redevelopment activities within the Naval Training Center Redevelopment Project. 1,990,772.53 1,990,772.53 To finance certain improvements in the North Bay Redevelopment Project; to finance certain general improvements and low and moderate income housing projects in the North Bay Project Area. 311,150.38 311,150.38 To finance certain improvements in the North Park Redevelopment Project; to finance certain general improvements and low and moderate income housing projects in the North Park Project Area. 27,170.47 27,170.47 To provide funds for redevelopment activities in the North Park Project, including low and moderate income housing activities 307,078.78 307,078.78 To provide funds for redevelopment activities in the North Park Project, including low and moderate income housing activities 214,111.51 214,111.51 To pay sums in settlement of eminent domain actions in the North Park Redevelopment Project Area; and for potential future activities related to various public improvements. 52,198.51 52,198.51

Non Housing Bond Proceeds Intended Purpose Central Imperial Centre City City Heights Crossroads Naval Training Center North Bay North Park San Ysidro Southcrest Totals North Park 2006 LOC w/boa Tax Exempt North Park 2009 A Tax Exempt Bonds San Ysidro 2010 A Tax Exempt Bonds To pay sums in settlement of eminent domain actions in the North Park Redevelopment Project Area; and for potential future activities related to various public improvements. 266,600.95 266,600.95 To repay certain outstanding obligations of the Agency and to finance redevelopment activities of the Agency within or of benefit to the North Park Redevelopment Project area 4,058,920.88 4,058,920.88 To repay certain redevelopment activities within or of benefit to the San Ysidro Redevelopment Project 2,578,765.50 2,578,765.50 San Ysidro 2010 B Taxable Bonds Southcrest 2007 A Taxable Bonds To repay a loan with a developer in the San Ysidro Redevelopment Project and to fund certain redevelopment activities in the San Ysidro Redevelopment Project 1,296,298.66 1,296,298.66 To finance a portion of the costs of the Redevelopment Plan for the Southcrest Project Area 3,192,476.41 3,192,476.41 Southcrest 2007 B Tax Exempt Bonds To finance a portion of the costs of the Redevelopment Plan for the Southcrest Project Area 3,114,099.79 3,114,099.79 Total Unspent Bond Proceeds as of 2014 06 30 926,297.14 25,855,134.16 6,636,046.63 4,413,638.51 1,990,772.53 311,150.38 4,926,081.10 3,875,064.16 6,306,576.20 55,240,760.81

Exhibit 2 Revised Bond Spending Plan [provided starting on next page]

Exhibit 2 Bond Spending Plan Description of On Going or Potential Project Central Imperial Centre City City Heights Crossroads Naval Training Center North Bay North Park San Ysidro Southcrest Totals ROPS 112 NTC Steamlines Undergrounding 3,000,000.00 3,000,000.00 ROPS 119 North Park Gateway Public Improvements 200,000.00 200,000.00 ROPS 123 Tenant Improvements at Renaissance Space 325,000.00 325,000.00 ROPS 139 Endangered Habitats Conservancy & Ocean Discovery Institute 35,100.00 35,100.00 ROPS 170 Cedar Gateway Historic Chapel 2,560,066.00 2,560,066.00 CIP S 15041 Beta Street Green Alley 419,000.00 419,000.00 ROPS 221 Valencia Business Park ENA Potter Tract HUD Section 108 700,000.00 700,000.00 CIP S 01071 Southcrest Trails Park 2,242,270.00 2,242,270.00 CIP B 15210 El Cajon Blvd. Sidewalk Improvements 1,016,423.00 1,016,423.00 ROPS 349 Rosecrans Street Improvements 734,459.00 7,700,000.00 8,434,459.00 ROPS 359 Euclid Ave (West) Sidewalk Improvements 402,000.00 402,000.00 ROPS 362 Chollas Neighborhood Sidewalk Improvements 2,000,000.00 2,000,000.00 ROPS 369 University Ave & 31st Streetscape Improvements 50,000.00 50,000.00 ROPS 370 30th St Streetscape Improvements 265,000.00 265,000.00 ROPS 371 Kansas St Drainage Improvements 865,000.00 865,000.00 CIP S 15045 Park Blvd At Grade Crossing 13,748,000.00 13,748,000.00 ROPS 410 Asian Thematic Historic District 9,025,000.00 9,025,000.00 ROPS 546 El Cajon Blvd Streetlight Improvements 124,000.00 124,000.00 ROPS 547 North Park Mini Park Streetscape Improvements 4,000,000.00 4,000,000.00 ROPS 553 North Chollas Park Improvements 3,100,000.00 3,100,000.00 ROPS 554 San Ysidro Library 2,500,000.00 2,500,000.00 ROPS 557 5 Points Pedestrian Improvements 99,300.00 99,300.00 ROPS 558 Washington St Median Improvements 128,000.00 128,000.00 ROPS 561 West Camino de la Plaza Streetscape 600,000.00 600,000.00 ROPS 562 NTC Eastside Shoreline Improvements 5,000,000.00 5,000,000.00 ROPS 563 NTC Shoreline Design & West Side Improvements 10,000,000.00 10,000,000.00 ROPS 565 SEDC Strategic Plan/Eco. Dev./Smart Growth Plan/EIR 1,800,000.00 1,800,000.00 ROPS 571 Remediation of St. Joseph's Park Parcel 533 442 02 425,000.00 425,000.00 ROPS 572 Remediation of St. Joseph's Park Parcel 533 442 06 61,535.00 61,535.00 ROPS 573 Remediation of East Village Green East Block 310,418.00 310,418.00 ROPS 590 City Heights Facelift 300,000.00 300,000.00 CIP S 15044 City Heights Pedestrian Improvements 4,332,654.00 4,332,654.00 ROPS 610 101 50th St Former Library Construction Manager 350,928.00 350,928.00 ROPS 615 Southcrest Landscape Establishment Services 225,000.00 225,000.00 ROPS 616 Southcrest Landscape Establishment Services 25,000.00 25,000.00 CIP S 15042 Fire Station #2 Bayside (Construction) 19,930,407.00 19,930,407.00 Nimitz Bridge at NTC Project Improvements 750,000.00 750,000.00 NTC Park Improvements 500,000.00 500,000.00 North Park Mini Park Project 2,400,000.00 2,400,000.00 Southcrest Affordable Housing 4,239,000.00 4,239,000.00 Commercial Rehabilitation & Economic Development 250,000.00 250,000.00 Central Imperial Public Improvements 1,225,000.00 1,225,000.00 Imperial Corridor Master Plan Streetscape & Public Improvements 2,000,000.00 2,000,000.00 Central Imperial Economic Development Initiatives 13,380.00 13,380.00 Hilltop & Euclid Public Improvements 2,780,000.00 2,780,000.00 Acquisition of North Central Square Park Site 9,000,000.00 9,000,000.00 Development of North Central Square Park 4,000,000.00 4,000,000.00 Development of Children's Park Enhancements 3,500,000.00 3,500,000.00 Acquisition of East Village Green Park Properties (Smart & Final) 12,000,000.00 12,000,000.00 Southcrest Public Improvements 3,000,000.00 3,000,000.00 Southcrest Land Acquisitions 3,000,000.00 3,000,000.00 Total Non Housing Sample 8,869,308.00 74,560,426.00 5,069,754.00 6,116,423.00 19,984,459.00 7,927,300.00 8,229,000.00 3,100,000.00 13,400,270.00 147,256,940.00 Page 1 of 1