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LOAN AGREEMENT INCLUSIONARY HOUSING PROGRAM THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of February _, 2017, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ("City"), and AMCAL 1440 Santa Ana Fund, L.P., a California limited partnership ("Developer") with reference to the following: RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS -2825), and is codified in Article XVIIIJ of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS -2881), and on October 6, 2015 (Ordinance No. NS -2885). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to 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 Inclusionary 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. B. Developer requested financial assistance in connection with the proposed development of a sixty-nine (69) unit affordable workforce housing complex ("Project") to be located at 1440 East First Street, Santa Ana, California, and legally described within Exhibit A attached hereto and incorporated herein ("Property"). The residential units will be located within six (6) buildings. The rental units (less one manager's unit) are 100% affordable to family households earning between 30% and 60% of the Area Median Income ("AMI"). The unit mix currently consists of six (6) four-bedroom units, twenty-eight (28) thtee-bedroom units, and thirty-five (35) two-bedroom units (one being a manager's unit). Eight (8) of the units will be assisted by the Santa Ana Housing Authority's Project -Based Voucher Program. On-site amenities will include a community room and amenity space including tot lots/play areas for children, outdoor seating, BBQ's, a flex play space and planters. The community room will be incorporated into the development, providing a computer laboratory, kitchen, activity room for resident activities, and office space for property management and social services staff. Developer will engage a qualified non-profit organization approved by the City (of which LifeSTEPS is hereby approved by the City) to provide free on-site social services to Project tenants. Services will be provided in the form of classes and workshops with the subject matter tailored by a social service coordinator to the specific needs of the community. C. The City reviewed Developer's request for assistance and at the City Council meeting on December 20, 2016, the City Council authorized and approved issuance of a conditional, pre -commitment letter evidencing the preliminary award of $2,600,000 of funds to the Project ("Inclusionary Loan"), to be Raided exclusively from inclusionary housing in -lieu fee 2 F4611IM46