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EXHIBIT 1
<br />AMCAL 1440 Santa Ana Fund, L.P.
<br />June 20,2017
<br />Page 2
<br />proforma and projected cash flows for the Project submitted by the Developer to the Agency as of
<br />March 18, 2016 ("Profnrma'D. The Housing Authority's Executive Director has authority to approve
<br />revised developmentproformas and projected cash flows for the Project; provided, however, that the
<br />Agency Assistance is not materially increased or extended,
<br />In relation to this Agency Loan, the City Council approved a conditional, pre -commitment
<br />letter of up to $8,795,000 on April 19, 2016, to be funded exclusively from Inclusionary housing in -
<br />lieu fee payments made pursuant to the City's Housing Opportunity Ordinance (Article XVIILI of
<br />Chapter 41 of the Santa Ana Municipal Code) by the market rate developer of that certain mixed-use
<br />development to he located at 2001 East Dyer Road, Santa Ana, California (the "In -Lieu Fee"), The
<br />Developer and the City agree that the issuance of this pre -commitment letter from the Agency for a
<br />loan of up to $8,522,740 from the LMI14AF hold by the Housing Successor Agency hereby releases
<br />the City of its commitment of the $8,795,000 in the conditional, pre -commitment letter approved by
<br />City Council on April 19, 2016, from funds to be received by the City from the In -Lieu Fee at a future
<br />date. As such, the conditional, pre -commitment letter of up to $8,795,000 approved by City Council
<br />on April 19, 2016, is hereby terminated by all parties and made null and void.
<br />The Developer's Project is intended to serve, in part, a target population of Very -Low and
<br />Extremely -Low Income persons using LMIHAF from the Agency, pursuant to California Health and
<br />Safety Code Section 34176.1. Section 34176.1(a)(3)(13) requires that the Agency must require at least
<br />30% of the LMIHAF to be expended for development of rental housing affordable to and occupied
<br />by households earning 30% or less of the Area Median Income ("AMI'), Ifthe Agency fails to comply
<br />with the Extremely -Low Income requirement in any five-year reporting period, then the Agency must
<br />ensure that at least 50% of the funds remaining in the LMIHAF be expended in each fiscal year
<br />following the latest fiscal year following the report on households earning 30% or less of the AMI
<br />until the Agency demonstrates compliance with the Extremely -Low Income requirement. In order
<br />for the Agency to meet this five-year Extremely -Low Income Test, the Agency and the Developer
<br />have mutually agreed that at least 50% of the units in the project, 34 of 68 total affordable Housing
<br />Units, will be affordable to and occupied by households earning 30% or less of the AMI.
<br />The Agency Loan, should it be issued, will have the following terms;
<br />• $8,522,740 principal amount, or as much thereof as is disbursed for acquisition costs
<br />and hard and soft costs in constructing the Project;
<br />• 3% simple interest per annum;
<br />• Repayment from 50% of Residual Receipts (aftarpaymentofoperating expenses, debt
<br />service, any deferred developer fee, and partnership fees to be described in the Agency
<br />Loan Agreement) with the remaining 50% to be disbursed to the Developer;
<br />• Remaining principal and accrued interest due upon the 55th anniversary of the
<br />issuance of Certificate of Occupancy and/or final building permits or earlier upon sale,
<br />refinancing or default. On that date, the Agency agrees to review the performance of
<br />the property and consider in good faith any reasonable request by A'MCAL to modify
<br />the terms or extend the term of the Agency Promissory Note. Additionally, the
<br />Agency will receive 50% of the net proceeds received from any sale orrefmancing of
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