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LOAN AGREEMENT INCLUSIONARY HOUSING PROGRAMICDBG FUNDS THIS LOAN AGREEMENT (the "Agreement ") dated, for identification purposes only, as of February , 2016, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ( "City ") and Santa Ana Arts Collective, L.P. ( "Developer ") with reference to the following: RECITALS: A. The City is the recipient of Community Development Block Grant ( "CDBG ") funds from HUD pursuant to Tile I of the Housing and Community Development Act of 1974, as amended ( "Act ") and 24 CFR 570 ( "CDBG Regulations "), Catalog of Federal Domestic Assistance (CFDA) Number 14.218, and Federal Award Identification Number (FAIN) B -15- MC-06- 0508 in the amount of $5,434,375. B. The City is authorized by the CDBG Regulations to expend finds to increase the supply of low- and moderate - income housing available at affordable housing costs. C. The Housing Opportunity Ordinance, Santa Ana Ordinance No. NS -2881, established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to Santa Ana Municipal Code ( "SAMC ") section 41- 1904(c), developers may pay an in -lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the hiclusionary Housing Fund, as defined by SAMC section 41 -1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41 -1909. D. In order to utilize money in the Inclusionary Housing Fund, the City issued a Request for Proposals on June 1, 2015, seeking affordable housing projects. After reviewing all applications, the Developer's project was selected and approved for funding by the Santa Ana City Council on November 3, 2015. E. Developer is entering into this agreement to acquire and, subject to entitlement approvals, develop an adaptive reuse project consisting of a fifty -eight (58) unit multi - family residential housing development, with live /work units and a possible commercial art studio, as well as a community room (the "Project ") located at 1666 N. Main Street, within the City of Santa Ana, California, and legally described in Exhibit A attached hereto (the "Property "). The CDBG funds referenced herein shall assist in the rehabilitation only and the Inclusionary Housing finds will assist in the construction and soft costs of said Project. F. In furtherance of the Inclusionary Housing Program and CDBG guidelines, Developer has applied to the City for a loan with which to: 2 r