Item 03 - Crossroads at Washington Affordable Housing Project

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1 SECOND AMENDMENT TO OPTION AGREEMENT THIS SECOND AMENDMENT TO OPTION AGREEMENT (“Second Amendment”) is made August ___, 2021, (“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”), as amended by the First Amendment dated December 15, 2020, wherein the Optionor granted Optionee an option to ground lease the Premises, consisting of the Agency Property and the County Property, as defined in the Option Agreement. B.This Second Amendment is intended to and does amend the Option Agreement and the First Amendment. C.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. D.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. Environmental oversight for the Project and possible clean-up of the Property is currently being provided by the California Department of Toxic Substances (“DTSC”). E.Optionee has applied for financing for the proposed Project and has received and accepted a reservation of Further Consolidated Appropriations Act 2020 federal credits (“FCAA Credits”) from the California Tax Credit Allocation Committee for the Project. The deadline to return these accepted FCAA Credits is September 1, 2021. In accepting these FCAA Credits, Optionee has committed to complete the Project by December 31, 2023. The failure of Optionee to complete the Project by December 31, 2023 or to return the FCAA Credits prior to September 1, 2021will result in the assessment of negative points that could adversely impact Optionee’s ability to pursue future affordable development. EXHIBIT 2