2 - FIRST AMENDMENT TO OPTION AGREEMENT_2020-12-15

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EXHIBIT 3 FIRST AMENDMENT TO OPTION AGREEMENT THIS FIRST AMENDMENT TO OPTION AGREEMENT ("Amendment") is made November , 2020, ("Effective Date") by and between the COUNTY OF ORANGE, a political subdivision of the State of California, the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic, (respectively, the "County" and the "Agency," and collectively "Optionor") and WASHINGTON SANTA ANA HOUSING PARTNERS, L.P., a California limited partnership (hereinafter called "Optionee"). Optionor and Optionee may sometimes hereinafter individually be referred to as "Party" or jointly as "Parties." Recitals A. Optionor and Optionee are parties to that certain Option Agreement dated February 25, 2020 ("Option Agreement"), wherein the Optionor granted Optionee an option to ground lease the Premises, consisting of the Agency Property and the County Property. B. Optionee is actively pursuing its due diligence to assess the feasibility of constructing an affordable housing project on the Premises known as Crossroads at Washington ("Project"). The Agency and County have made certain commitments to fund and support the Project. C. Optionor and Optionee are cooperatively engaged in the ongoing environmental assessment of the Premises to determine the nature and extent of contamination located on the Premises and steps necessary to mitigate or remediate such contamination. D. Optionee has applied for financing for the proposed Project and has received a reservation of Further Consolidated Appropriations Act, 2020 ("FCAA") Credits from the California Tax Credit Allocation Committee for the Project. The reservation of FCAA Credits required non-refundable deposits, comprised of a Performance Deposit in the amount of $107,386 and an Allocation Fee of $107,386 for a total of $214,772, which have been made by Optionee. E. Optionor and Optionee desire to amend the Option Agreement to provide for (i) the reimbursement to Optionee of the non-refundable deposits made by Optionee to reserve the FCAA Credits, and (ii) the funding of a portion of the environmental assessments costs incurred in the investigation of the Premises, both on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Option Agreement, and other good and valuable consideration the receipt of which is hereby acknowledged, the Parties agree to amend the Option Agreement as follows: 2-11