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1.All terms not specifically defined herein shall have the meaning set forth in the Option <br />Agreement. <br />2.Reimbursement of FCAA Credit Deposits. The County and Agency hereby agree to <br />reimburse Optionee for the FCAA Credit deposits by each making a payment of <br />$107,386 to Optionee, if each of the following two conditions occur: <br />(a)On or before August 31, 2021, Optionee determines it cannot complete the <br />Project by December 31, 2023, and Optionee returns the FCAA Credits to <br />the California Tax Credit Allocation Committee; and <br />(b)(i) Optionee determines the Project is not financially feasible and <br />intends to decline the funding commitments made by the Agency and <br />County m:.;_ <br />(ii)The Agency or County terminate their respective funding <br />commitments in accordance with the applicable terms and conditions of <br />such funding commitments. <br />Optionee shall provide written notice to the Agency and County of the occurrence <br />of the conditions in (a) and (b) above with appropriate supporting documentation. <br />The Agency and County shall make their respective reimbursements to Optionee <br />within sixty (60) days following receipt of such written notice. <br />3.Funding of Environmental Assessment Costs. Provided the condition set forth in <br />Section 2 (b) above occurs, Optionor agrees to reimburse Optionee for environmental <br />assessment costs in an amount not to exceed $100,000, and which amount shall be paid <br />equally (i.e., 50/50) by Agency and County. Prior to the payment of such costs by <br />Optionor, Optionee shall provide Optionor any and all records or reports generated as <br />a part of the environmental assessment of the Agency Property and the County <br />Property. The Agency and County shall make their respective reimbursements to <br />Optionee within sixty (60) days following receipt of written notice that the condition <br />set forth in Section 2 (b) has occurred and after County and City's receipt of the <br />environmental assessment reports and documents. <br />4.Successors and Assigns. The terms, covenants, and conditions contained herein shall <br />apply to and bind the heirs, successors, executors, administrators, and assigns of the <br />Parties hereto. <br />5.Authority. The Parties to this Amendment represent and warrant that it has been duly <br />authorized and, once executed, will constitute the legally binding obligation of their <br />respective organization or entity, enforceable in accordance with its terms. <br />6.Ratification. Except as specifically set forth in this Amendment, all terms andprovisions of the Option Agreement shall be and remain in full force and effect. To the2 2-12 <br />EXHIBIT 1