FIRST AMENDMENT TO ASSIGNMENT AGREEMENT. (North San Pedro Project)

FIRST AMENDMENT TO ASSIGNMENT AGREEMENT (North San Pedro Project) This First Amendment to Assignment Agreement ( Amendment ) is entered into as of this day of September, 2015 ( Effective Date ), between the County of Santa Clara ( County ) and the Successor Agency to the Redevelopment Agency of the City of San Jose ( Successor Agency ). RECITALS A. The Redevelopment Agency of the City of San Jose ("Agency ) was the owner of a development site in San Jose, California generally located in the blocks bounded by Highway 87 to the west, West Saint James Street to the south, North Market Street to the east and a Union Pacific Railroad right of way to the north ( Development Site ). B. The Agency and San Pedro Life I, LLC, a California limited liability company ( SPL-I ), successor in interest to Green Valley Corporation, a California corporation doing business as Barry Swenson Builder ( Swenson ), entered into that certain Amended and Restated Disposition and Development Agreement dated October 28, 2008, as amended by that certain First Amendment dated December 14, 2010 (collectively Original SPL-I DDA ), pursuant to which SPL-I would develop a portion of the Development Site ( Swenson Project ). C. The Agency and North San Pedro Townhomes, LLC, a California limited liability company ( NSPT ) entered into that certain Amended and Restated Disposition and Development Agreement dated October 28, 2008, as amended by that certain First Amendment dated December 14, 2010 (collectively, Original NSPT DDA ), pursuant to which NSPT would also develop a portion of the Development Site ( NSPT Project ). D. The Original SPL-I DDA and the Original NSPT DDA shall be collectively referred to herein as the Original DDAs, Swenson and NSPT shall be collectively referred to herein as the Developers and the Swenson Project and the NSPT Project shall be collectively referred to herein as the Project. E. Under the Original DDAs and subject to the satisfaction of certain conditions set forth in the Original DDAs, the Agency was to sell individual Sites (as defined in the Original DDAs) to the Developers in phases. The specific Sites were to be created by a Parcel Map to be recorded against the Development Site. The Agency was to receive a purchase price from each Developer upon the sale of each Site for each particular phase as more particularly set forth in each of the Original DDAs (collectively, North San Pedro Purchase Prices ). Page 1

F. In connection with certain Agency debt, the Agency granted that certain Deed of Trust with Assignment of Rents dated March 9, 2011 ( JPMorgan Deed of Trust ) and recorded in the Official Records of Santa Clara County on March 9, 2011 as Document No. 21106766 in favor of JPMorgan Chase Bank, National Association ( JPMorgan ), which encumbered the real property set forth in Exhibit A thereto (the Encumbered Agency Properties ). G. On March 16, 2011, the Agency and the County enter ed into a Settlement Agreement related to County of Santa Clara v. City of San Jose et al., Santa Clara County Superior Court Case No. 111CV19596 (the Settlement Agreement ). H. Pursuant to section 6(a) of the Settlement Agreement, (i) the Agency and the County entered into an Assignment Agreement dated March 18, 2011 ( Original Agreement ), wherein the Agency assigned to the County, and the County accepted, al l of the Agency s right, title and interest in one-half (1/2) of the Net Sales Proceeds (as defined in the Original Agreement), and (ii) the Agency executed and recorded a Deed of Trust with Assignment of Rents on March 21, 2011 in the Official Records of Santa Clara County as Document No. 21118733 against the entire Development Site. I. Pursuant to section 6(b) of the Settlement Agreement, the Agency executed and recorded that certain Deed of Trust with Assignment of Rents on March 22, 2011 in the Official Records of Santa Clara County as Document No. 21118734, as amended by the First Amendment to Deed of Trust and Assignment of Rents, dated June 29, 2011 (as amended, the County Deed of Trust ) as a second-position lien against the Encumbered Agency Properties. J. On or about June 28, 2011, the Governor signed into law AB 1X 26, which provided for the dissolution of redevelopment agencies throughout the State of California. On January 24, 2012, pursuant to AB 1X 26, the City of San Jose ( City ) elected to be the successor agency to the Agency to administer the dissolution and winding down of the Agency. On February 1, 2012, pursuant to AB 1X 26, the Agency was dissolved by operation of law, and, upon dissolution all assets, properties, and contracts of the Agency, including the Development Site, the Original DDAs, the Settlement Agreement and the Original Agreement, were transferred, by operation of law, to the Successor Agency pursuant to the terms of California Health and Safety Code Section 34175 (b). K. On October 10, 2013, the Successor Agency and the Developers amended and restated each respective Original DDA, which superseded in their entirety the Original DDAs and as amended and restated are collectively referred to herein as the DDAs. L. The Successor Agency and the County now desire to amend the Original Agreement to provide for the further assignment by the Successor Agency of a portion of the Successor Agency s one-half (1/2) interest in the Net Sales Proceeds Page 2

( Successor Agency Proceeds ) to the County in exchange for the release by the County of the lien of the County Deed of Trust from the following Encumbered Agency Properties: (i) That certain real property located at 201 North Market Street, San Jose, California 95113, commonly known as Old Fire Station No.1, and which is more particularly described on Exhibit A-1 attached hereto ( Fire Station Property ); (ii) That certain real property located at 226 Balbach Street, and which is more particularly described on Exhibit A-2 attached hereto ( Balbach Property ); and (iii) That certain real property located at 96 South Almaden Avenue, formerly known as the Plaza Hotel and which is more particularly described on Exhibit A-3 attached hereto ( Plaza Hotel Property ). For purposes of this Agreement, the Balbach Property and the Plaza Hotel Property shall be collectively referred to herein as Identified Properties or individually as Identified Property ) NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the County and Successor Agency hereby amend the Original Agreement as follows: 1. The following Section is hereby added as Section 6 of the Original Agreement: 6. Fire Museum Site. In exchange for a release of the lien of the County Deed of Trust from the Fire Station Property, the Successor Agency hereby assigns, transfers and conveys to the County a sum equal to the Net Sales Proceeds from the sale of the Fire Station Property to the San Jose Fire Museum. For purposes of this Section, the Net Sales Proceeds shall be equal to the amount of sales proceeds distributed at the close of escrow of the sale of the Fire Station Property in exchange for a release of the JPMorgan Deed of Trust from the Fire Station Property as set forth in the final closing statement prepared by the title company at the close of escrow for the sale of the Fire Museum Property. Within five (5) days after a request from the Successor Agency, the County shall execute a Partial Reconveyance in substantially the form attached hereto as Exhibit B and deposit the Partial Reconveyance into escrow with instructions to the escrow holder to record the Partial Reconveyance at the close of escrow for the sale of the Fire Station Property. Upon recordation of the Partial Reconveyance, an amount equal to the Net Sales Proceeds from the sale of the Fire Station Property shall be payable from the Successor Agency Proceeds and shall be treated in the same manner as the County Assigned Proceeds. Page 3

2. The following Section is added as Section 7 of the Original Agreement: 7. Release of County Lien from the Identified Properties. The County hereby agrees to release the lien of the County Deed of Trust from the Identified Properties subject to the following terms and conditions: A. If the Successor Agency desires the County to release the County Deed of Trust from one of the Identified Properties, the Successor Agency shall, after Oversight Board approval of the sale of the Identified Property and not less than five (5) days prior to the close of escrow for the sale of such property, provide the County with written notice of the proposed sale of the Identified Property, an estimate of the anticipated Net Sales Proceeds and the anticipated closing date. B. In exchange for a release of the lien of the County Deed of Trust from the Identified Property, the Successor Agency hereby assigns, transfers and conveys to the County a sum equal to the Net Sales Proceeds from the sale of the Identified Property to the County upon recordation of a Partial Reconveyance by the County as set forth below. C. For purposes of this Section, the Net Sales Proceeds for an Identified Property shall be equal to the amount of sales proceeds distributed at the close of escrow of the sale of the Identified Property in exchange for a release from JP Morgan of the JPMorgan Deed of Trust from the Identified Property as set forth in the final closing statement prepared by the title company at the close of escrow for the sale of the Identified Property. Within five (5) days after a request from the Successor Agency, the County shall execute a Partial Reconveyance in substantially the form attached hereto as Exhibit B and deposit the Partial Reconveyance into the escrow for the sale of the Identified Property with instructions to the escrow holder to record the Partial Reconveyance at the close of escrow for the sale of the Identified Property. Upon recordation of the Partial Reconveyance, an amount equal to the Net Sales Proceeds from the sale of the Identified Property shall be payable from the Successor Agency Proceeds and shall be treated in the same manner as the County Assigned Proceeds. 3. Except as amended hereby, the Original Agreement shall remain in full force and effect. Page 4

IN WITNESS HEREOF, the parties have executed this First Amendment on the date set forth above. SUCCESSOR AGENCY APPROVED AS TO FORM: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JOSE Senior Deputy City Attorney COUNTY Richard Keit Managing Director APPROVED AS TO FORM AND LEGALITY:, President Board of Supervisors Orry Korb County Counsel Page 5

EXHIBIT A-1 Legal Description of Fire Station Property THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN JOSE, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF SAN JOSE, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, BEING ALL OF THE PARCEL DESCRIBED IN BOOK 1332 OF OFFICIAL RECORDS, PAGE 463, AND A PORTION OF PARCEL ONE DESCRIBED IN BOOK 6919 OF OFFICIAL RECORDS, PAGE 297, AND A PORTION OF THE PARCEL DESCRIBED IN BOOK 8340 OF OFFICIAL RECORDS, PAGE 410, SANTA CLARA COUNTY RECORDS AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF MARKET STREET (100 FEET WIDE) AND THE NORTHERLY LINE OF ST. JAMES STREET (60 FEET WIDE); THENCE NORTHERLY ALONG THE WESTERLY LINE OF MARKET STREET N. 29 53 55" W., 104.50 FEET; THENCE LEAVING SAID NORTHERLY LINE S. 60 04 32" W., 105.50 FEET; THENCE S. 29 53 55" E., 4.50 FEET; THENCE S. 60 04 32" W., 87.20 FEET TO THE EASTERLY LINE OF SAN PEDRO STREET (70 FEET WIDE); THENCE ALONG THE EASTERLY LINE OF SAN PEDRO STREET S. 29 53 24" E., 100.00 FEET TO THE NORTHERLY LINE OF ST. JAMES STREET; THENCE ALONG THE NORTHERLY LINE OF ST. JAMES STREET, N. 60 04 32" E., 192.72 FEET TO THE TRUE POINT OF BEGINNING. THIS DESCRIPTION WAS PREPARED FROM RECORD INFORMATION AND A FIELD SURVEY. THE BEARING S. 29 53 24" E. ON THE MONUMENT LINE OF SAN PEDRO STREET AS SHOWN ON THE RECORD OF SURVEY GUADALUPE FREEWAY UNIT NUMBER 3 RECORDED IN BOOK 211 OF MAPS, PAGE 28, SANTA CLARA COUNTY RECORDER S OFFICE WAS USED AS THE BASIS OF BEARINGS FOR THE DESCRIPTION.

EXHIBIT B Partial Reconveyance RECORDING REQUESTED BY: Chicago Title Company Order No.: FWPS-2982140729 When Recorded Mail Document To: Successor Agency 200 East Santa Clara Street, 14 th Floor San Jose, CA 95113-1905 Attn: Managing Director APN/Parcel ID(s): 259-33-077 SPACE ABOVE THIS LINE FOR RECORDER'S USE PARTIAL RECONVEYANCE First American Title Insurance Company, Trustee under that certain Deed of Trust dated March 22, 2011, executed by the Redevelopment Agency of the City of San Jose as Trustor, and recorded on March 22, 2011, as Instrument No. 21118734 of Official Records, in the Office of the County Recorder of Santa Clara County, State of California, has received in writing from the County of Santa Clara, the Beneficiary thereunder, a written request to reconvey a portion of the estate granted to Trustee under said Deed of Trust, and in accordance with said request and the provisions of said Deed of Trust does hereby reconvey, without warranty, to the person or persons legally entitled thereto, all of the estate, title and interest now held by Trustee under said Deed of Trust in and to that portion of the property described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. The remaining property described in said Deed of Trust shall continue to be held by said Trustee under the terms of the Deed of Trust. Dated:, 2015 TRUSTEE First American Title Company By: Name: Title: Partial Reconveyance, Letter Printed: 01.15.15 @ 12:41PM SCA0000247.doc / Updated: 11.25.14 Page 2 CA-CT-FWPS-02180.052982-FWPS-2982140729

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of County of On befor e me,, Notary Public, (here insert name and title of the officer) personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Partial Reconveyance, Letter Printed: 01.15.15 @ 12:41PM SCA0000247.doc / Updated: 11.25.14 Page 3 CA-CT-FWPS-02180.052982-FWPS-2982140729

For APN/Parcel ID(s): 259-33-077 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN JOSE, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF SAN JOSE, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, BEING ALL OF THE PARCEL DESCRIBED IN BOOK 1332 OF OFFICIAL RECORDS, PAGE 463, AND A PORTION OF PARCEL ONE DESCRIBED IN BOOK 6919 OF OFFICIAL RECORDS, PAGE 297, AND A PORTION OF THE PARCEL DESCRIBED IN BOOK 8340 OF OFFICIAL RECORDS, PAGE 410, SANTA CLARA COUNTY RECORDS AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF MARKET STREET (100 FEET WIDE) AND THE NORTHERLY LINE OF ST. JAMES STREET (60 FEET WIDE); THENCE NORTHERLY ALONG THE WESTERLY LINE OF MARKET STREET N. 29 53 55" W., 104.50 FEET; THENCE LEAVING SAID NORTHERLY LINE S. 60 04 32" W., 105.50 FEET; THENCE S. 29 53 55" E., 4.50 FEET; THENCE S. 60 04 32" W., 87.20 FEET TO THE EASTERLY LINE OF SAN PEDRO STREET (70 FEET WIDE); THENCE ALONG THE EASTERLY LINE OF SAN PEDRO STREET S. 29 53 24" E., 100.00 FEET TO THE NORTHERLY LINE OF ST. JAMES STREET; THENCE ALONG THE NORTHERLY LINE OF ST. JAMES STREET, N. 60 04 32" E., 192.72 FEET TO THE TRUE POINT OF BEGINNING. THIS DESCRIPTION WAS PREPARED FROM RECORD INFORMATION AND A FIELD SURVEY. THE BEARING S. 29 53 24" E. ON THE MONUMENT LINE OF SAN PEDRO STREET AS SHOWN ON THE RECORD OF SURVEY GUADALUPE FREEWAY UNIT NUMBER 3 RECORDED IN BOOK 211 OF MAPS, PAGE 28, SANTA CLARA COUNTY RECORDER S OFFICE WAS USED AS THE BASIS OF BEARINGS FOR THE DESCRIPTION. Page 1 of 1 EXHIBIT A