2 - FIRST AMENDMENT TO OPTION AGREEMENT_2020-12-15

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EXHIBIT 3 1. All terms not specifically defined herein shall have the meaning set forth in the Option Agreement. 2. Reimbursement of FCAA Credit Deposits. The County and Agency hereby agree to reimburse Optionee for the FCAA Credit deposits by each making a payment of $107,386 to Optionee, if each of the following two conditions occur: (a) On or before August 31, 2021, Optionee determines it cannot complete the Project by December 31, 2023, and Optionee returns the FCAA Credits to the California Tax Credit Allocation Committee; and (b) (i) Optionee determines the Project is not financially feasible and intends to decline the funding commitments made by the Agency and County or, (ii) The Agency or County terminate their respective funding commitments in accordance with the applicable terms and conditions of such funding commitments. Optionee shall provide written notice to the Agency and County of the occurrence of the conditions in (a) and (b) above with appropriate supporting documentation. The Agency and County shall make their respective reimbursements to Optionee within sixty (60) days following receipt of such written notice. 3. Funding of Environmental Assessment Costs. Provided the condition set forth in Section 2 (b) above occurs, Optionor agrees to reimburse Optionee for environmental assessment costs in an amount not to exceed $100,000, and which amount shall be paid equally (i.e., 50150) by Agency and County. Prior to the payment of such costs by Optionor, Optionee shall provide Optionor any and all records or reports generated as a part of the environmental assessment of the Agency Property and the County Property. The Agency and County shall make their respective reimbursements to Optionee within sixty (60) days following receipt of written notice that the condition set forth in Section 2 (b) has occurred and after County and City's receipt of the environmental assessment reports and documents. 4. Successors and Assigns. The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of the Parties hereto. 5. Authority. The Parties to this Amendment represent and warrant that it has been duly authorized and, once executed, will constitute the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. 6. Ratification. Except as specifically set forth in this Amendment, all terms and provisions of the Option Agreement shall be and remain in full force and effect. To the 2 2-12