San Diego — As City Hall wrestled over how much money is needed to build a ballpark to keep the Padres in town, a new player emerged to add his two cents to the deal. After Mayor Susan Golding balked at the original Padres terms, County Supervisors Ron Roberts and Greg Cox volunteered the county's participation.

County Chief Administrative Officer Larry Prior quickly came up with a long list of questions, the full text of which is reproduced below.

July 7, 1998

"In preparation for discussion with all my board members, I have asked my team to compile a first set of questions that will allow the county to complete a quick "deep dive" on the business plan and proposed financing. The questions are divided into 5 categories; Business Plan, Project Plan, Financing Plan, Land Use, and Legal Issues. I realize that you have been working these issues for months. You have undoubtedly addressed most of our questions already and are currently on to other issues we have yet to even identify. Therefore, most of this data should be readily available."

Sincerely,

Lawrence B. Prior III

Chief Administrative Officer

COUNTY OF SAN DIEGO

BALL PARK QUESTIONS

FOR THE CITY OF SAN DIEGO AND THE PADRES

July 7, 1998

I. The Business Plan - Operating Issues, Cost and Revenue Assumptions

1. What is the problem with the Padres' current financial plan and how will this new ballpark and related development solve it?

2. What is missing in the current lease and financial structure that this initiative will fix, especially given the additional debt service and investment requirements by both the city and the Padres?

3. Has a trade analysis of building a new park versus negotiating the lease at Qualcomm been completed?

4. Has a business plan been completed? Please provide a copy.

5. Who prepared the plan?

6. Have the Padres approved it? Has the City Council/CCDC [Centre City Development Corporation]

7. Provide a breakdown of all costs and assumptions made in the proposal.

8. What type of financial modeling was used in the analysis? Provide a soft copy of the model.

9. Provide a breakdown of all revenues and assumptions made in the proposal. Contrast them to other similar ballpark deals where appropriate. The breakdown should include but not be limited to the following:

a. Sales Tax

b. TOT at current rates for the proposed additional rooms

c. Additional TOT based on tax rate increase.

d. Parking Revenues

e. Tax Increment

f. Advertising

g. Naming Rights

h. Concessions

i. Ticket Surcharges

j. Founder's Club

k. Premium Seating

l. Associated Development

m. Fees charged for other users

1. Has a hotel developer/ operator been selected and factored into the TOT analysis (e.g. Marriott vs. Ramada Inn)?

2. Is any gain being assumed on a new utility contract?

3. What revenues would be generated for the local economy during playoffs and/or an all star game? Were any assumptions included in the revenue projection?

4. What contributions do you expect from the Port or other entities? Are any assumed in the current proposal?

5. Given the scale of this initiative, has any consideration been given to pursuing foundation grants for welfare to work benefits or the creation of "empowerment zones"?

6. What CalTrans/ SANDAG assumptions were made for road infrastructure?

7. What are the ongoing operating maintenance costs of similar ballparks? How do these projections compare to projections included in the proposal?

8. What specific assumptions were made regarding the development area and the county's tax increment?

9. What specific parking assumptions were made regarding the use of Trolley Towers or other existing downtown parking lots?

10. What parking alternatives have been identified for weekday games where parking facilities are unavailable?

11. What assumptions were made specific to parking revenue from Trolley Towers?

12. What agreements have been made with MDTB regarding public transportation to games, expanded trolley stops, etc.?

13. What businesses are planned to go into the sports complex? How are those leases executed and revenues divided?

14. What is the valuation of the Padres now before this initiative? What is the estimate of the valuation after the initiative?

II. Overall Project Plan

1. Has an overall project plan been developed? If so, please provide a copy.

2. Was a feasibility study completed that contrasts current Padres finances with projected finances based on a new ballpark? If so, please provide a copy.

3. Provide cost analyses for other ballparks that were used in developing the project plan and/or proposal.

4. Provide the analysis that verifies that the Padres' contribution as defined in the proposal is more than in any other similar ballpark deal.

5. What is the overall project schedule to meet opening day 2002? Include as much supporting schedule data as is available.

6. What is the total project hard cost vs. total financing cost?

7. Who will be responsible for executing the project plan?

8. What type of risk analysis has been completed on the project plan?

9. What protection is there against cost overruns and substantial completion delays?

10. What is the schedule working backward from the Aug 7 ballot deadline to have an approved plan for the voters?

11. Major League Baseball rarely moves teams. What is the probability that the Padres will leave San Diego if a new ballpark is not built? What impact to the local economy is expected if the Padres leave San Diego?

III. The Project Financing Plan - Financing Issues and Assumptions

1. Has a financing plan been completed? If so, please include a copy.

2. Has tax exempt financing as well as taxable financing been analyzed?

3. Has the possible use of equity financing been analyzed?

4. Has any consideration been given to a public offering of stock or other securities in the Padres? How might the City and County benefit given the public investment in the ballpark and its possible impact on the valuation of the Padres?

5. Have there been any discussions with Major League Baseball regarding direct financial assistance?

6. Please detail the type and�amount of private contributions included in the proposal.

7. What are your plans to capitalize any surcharges?

8. What is your view of possessory interest property taxes? Have possessory interest property taxes been counted? Once as a contribution by the Padres and again by CCDC to fund debt service?

9. On page 52 of the Redevelopment Agency of the City of San Diego's Annual Financial Report for FY 1997, the Agency's Statement of Indebtedness Lists $98M in loans payable to the City of San Diego at 8% interest as a liability. Has consideration been given to allow CCDC to write-off the estimated loans due to the city to allow for additional financing resources? If not, has CCDC considered refinancing to reduce the 8% interest rate?

10. Also on page 52 of the above document the following assets are listed:

-- Cash or Equity in Pooled Cash and Investments (17,564,083)

-- Receivables From Other Funds ($22,829,809)

-- Amount Available For Long Term Debt ($41,392,272)

-- Amount To Be Provided For Long Term Debt ($142,452,471)

-- Land Held For Resale ($17,973,233)

Have these potential financing sources been included in the financing package or financing options?

1. Why are CCDC's growth projections low in comparison to the most recent fiscal year increase assessed valuation in the Expansion area of 11.74% an increase of $100M?

2. The average growth rate in assessed value for all project areas in the merged project (Marina, Columbia, Gaslamp, Expanded Area) between FY97 and FY98 has been 10.7%. Was this growth considered in the potential bonding capacity for CCDC considering the incremental growth in assessed value and the impact of a new ballpark?

3. If pledged revenues are insufficient, bondholders will draw upon the reserve that might possibly be established by the County. The County would look to the Issuer and to any guarantor for reimbursement of the�amounts drawn. The following questions are aimed toward ensuring that pledged revenues are sufficient.

-- Why does the Issuer think the money will be available?

-- Why does the Issuer think the money will be sufficient?

-- What factors could lead to the money being unavailable or less than anticipated?

-- What feasibility studies have been conducted to establish the sufficiency of the pledged monies? What assumptions were made in such studies? Please provide a copy.

-- What projections of each source have been made either by the issuer or by others? Please provide copies.

-- What is the general financial condition of the issuer and of each other entity from which revenues supporting the bonds are expected to be received?

-- Will anyone (Padres? Mr. Moores?) guarantee repayment of the bonds? Or guarantee receipt of any portion of the pledged revenues? If so, what is the financial condition of each guarantor?

1. Have monthly cash flow projections been completed? Please provide a copy.

2. Who will issue the bonds?

3. Will they use a capitalized interest or asset transfer structure?

4. Will the bonds be insured? Will there be an underlying rating for the issue?

5. When will underwriters be selected for the financing?

6. When will there be negotiated or competitive sale of the bonds?

7. Will all revenues for the project flow directly to the trustee or go through the City/CCDC? This refers to payments such as Padres lease payments, concessions, City TOT, tax increment etc.

8. What are the anticipated payment priorities for the trustee?

9. Will variable rate bonds be considered for any or all of the financing?

10. Have the Padres or City/CCDC incurred cost for the project to date or by November for which they expect reimbursement from the project financing? If so, what are the details of those costs?

IV. Land Use

1. Who is responsible for assembling the land for the ballpark, adjacent parking and sports entertainment district?

2. What are your plans regarding eminent domain?

3. Can the ballpark be constructed on the site by right or does it need special permitting?

4. Does the site have adequate infrastructure (storm, sewer, utilities, street alignments, water, and traffic control)?

5. Has any subsurface geology testing been conducted on the site?

6. Have you made a preliminary hazardous material assessment on the site?

7. Has land use compatibility of the ballpark to surrounding users been assessed?

8. Is the proposed ballpark consistent with the current general plan and zoning ordinance?

9. Has the current street network been assessed to ensure adequate traffic circulation and capacity?

10. Have impacts on the infrastructure been assessed for multiple events occurring simultaneously at the Convention Center, ballpark, and Marina Park Lands?

11. What EIR [Environmental Impact Report] activity has taken place on the proposed site?

12. What are your expectations regarding the length of time for EIR completion?

13. How are you planning for timing and cost impacts that may be required to mitigate environmental impacts? How much do you project for mitigating costs?

14. What involvement has the coastal commission had regarding environmental issues?

15. What jurisdiction does the coastal commission have regarding the proposed site? If commission approval is required, what is the schedule for review and approval?

16. Have noise impacts been assessed?

17. Have lighting impacts been assessed?

18. Have traffic impacts been assessed?

19. and flight patterns have on the site?

V. Legal Issues

1. In a recent press release, the Padres called for the creation of an "Entertainment and Sports Planning District." What is the authority for creation of such a district under California law? Where has such a district been created in the past?

2. Please provide a copy of the draft Memorandum of Understanding summarized in the Padres' June 27, 1998 press release.

3. Under what type of agreement is the plan to be executed?

4. Are there plans to form a Ballpark Authority or other joint legal entity?

5. Under what legal authority will the bonds be issued?

6. What monies will be pledged to repayment of the bonds? List all sources (who?) and types (what?).

7. If a debt service reserve provided by the County is drawn upon and the county is not immediately reimbursed, what rights does the county have to enforce the obligation to reimburse?

-- Can the County foreclose upon other collateral? What is the other collateral?

-- What remedies would the County have under any guarantees?

-- What would be the County's rights vis a vis other bondholders in the event of default?

1. What is the proposed ballot language? Will it include financing details or be more generic in nature?

2. Is there legal action pending or threatened against any source or type of revenue included in the project plan?