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Ii ISURANCE NOT REQUIRED A-2019-028-01 WORK MAY PROCEED CLERK OF COUNCIL Cop �` C". FEB 0 7 2013 AHSC IMPLEMENTATION AGREEMENT C7 THIS AHSC IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT (the 7XIDprl() "Agreement") is made and entered into as of February 5, 2019, between City of Santa Ana 5K45 0 ("Agency"), and National Community Renaissance of California, a California nonprofit public ration ("Developer ,and collectively with the Agency, the "Parties", or row r) benefit corpo individually, a "Party"), upon the basis of the following facts, understanding and intentions of the parties: A. The State of California, the Strategic Growth Council ("SGC") and the Department of Housing and Community Development ("HCD") issued a Notice of Funding Availability dated November 1, 2018 (the "AHSC NOW), under the Affordable Housing and Sustainable Communities ("AHSC') Program established under Division 44, Part 1 of the Public Resources Code, commencing with Section 75200. B. Developer is applying for AHSC funds in response to the AHSC NOFA to provide funding for (A) construction of Legacy Square, a 93 -unit affordable housing project located at 609 N. Spurgeon Street in the City of Santa Ana (the "Housing Project"); (B) the construction of certain housing related infrastructure (the "HRI Improvements"); (C) the construction of certain sustainable transportation infrastructure (the "STI Improvements"); (D) the construction of certain transit related amenities (the "TRA Improvements"); and (E) certain costs related to educational programs (the "AHSC Programs"). These improvements are described in more detail in the Final Application to be submitted by February 11, 2019 (collectively, the "AHSC Application"). C. The AHSC Application seeks an award to the Developer in an aggregate amount of $20,000,000 in AHSC funds including a loan (the "AHSC Loan") not to exceed $16,465,511 for an Affordable Housing Development (AHD) and a grant (the "AHSC Grant") in an amount not to exceed $3,534,489 for Housing -Related Infrastructure (HRI), Sustainable Transportation Infrastructure (STI), Transit -Related Amenities (TRA) or Program (PGM) activities as defined the AHSC Program Guidelines adopted by SGC on October 29, 2018. The AHSC Grant funds will be disbursed to the Developer. If awarded AHSC Grant funds, up to $3,081,360 thereof shall be transferred to the City for the purpose of constructing STI Improvements and TRA Improvements as shown in Exhibit 1. D. The Agency and Developer are required to enter into this Agreement in order to comply with the specific AHSC Program Threshold Requirement stated in Section 106 (a) 12 (A) of the 2018 AHSC Program Guidelines dated October 29, 2018 (the "Transportation Agency Prior Experience Threshold Requirement"). This section of the guidelines dictates that applicants must demonstrate prior experience by providing evidence of at least two prior projects that are similar to the proposed AHSC project in scope and size, which have been completed by the applicant, or joint applicant, during the ten (10) years preceding the application due date. This section of the guidelines also states that the applicants may demonstrate the requisite experience by using the past experience of work completed of a non -applicant so long as the applicants can provide an executed agreement with that specific non -applicant for the completion of the related work in the AHSC Application for which funding is sought. The purpose of this Agreement is to, amongst other things, comply with the Transportation Agency Prior Experience Threshold Requirement.