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STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT "HCD" - (SANTA ANA ARTS COLLECTIVE, L.P. & META HOUSING PROJECT) (2)
INSURANCE ff[ON FILE � WORK IMAM144��P��i=33i'0CEED A-2017.1'79 G"E � ��gRFR"BLE USING AND SUSTAINABLE COMMUNITIES PROGRAM DATE: DISBURSEMENT AGREEMENT I LDAW AUG 292017 �� a This DISBURSEMENT AGREEMENT (the "Agreement") is dated for reference purposes only as of July 28 , 2017, and is made by and among Meta Housing Corporation , a California corporation ("Meta"), the City of Santa Ana . a California municipal corporation (the "City" and collectively with Meta the "Recipient'), and the Department of Housing and Community Development, a public agency of the State of California (the "Department"). L° Recitals ry r A. Recipient has submitted an application (the "Application") to the Department fb� a grant under the Affordable Housing and Sustainable Communities Prog�m ("Program") and in accordance with Part 1 of Division 44 of the Public Resources a Code (commencing with Section 75200) and the Affordable Housing And f Sustainable Communities Program Guidelines, issued by the State of Califorma, w. Strategic Growth Council (the "Council") and dated December 17, 2015, (the "Guidelines), to finance, in part, one or more of the following eligible activities - Housing -Related Infrastructure (HRP - Program Costs (PC) - Sustainable Transportation Infrastructure (STI) - Transportation Related Amenities (TRA) as further described herein pursuant to the Standard Agreement Number 16-AHSC-11200, entered into by the Recipient and the Department date jq!y 28 , 2017 (the "Standard Agreement"). The Department has conditionally agreed to provide the grant to the Recipient in an aggregate total amount not to exceed One Million Three Hundred Ten Thousand Five _Hundred And 00/100 Dollars ($1,310,500.00) (the "Program Funds"), The Program Funds consist of One Million Two Hundred Eiahty-Eight Thousand ($1,288,000) for Sustainable Transportation Infrastructure (STI), and Twenty -Two Thousand Five Hundred 22 500far Program (PGM) costs. The Standard Agreement and all amendments, exhibits and attachments thereto, the Application, this Agreement and all amendments, exhibits and attachments thereto (the "Grant Documents"), are incorporated in full by reference to this Agreement. The parties hereto wish to enter into an agreement for the disbursement of Program Funds to ensure timely completion of the Work as set forth in the Standard Agreement (the "Work") in accordance with the requirements of the Grant Documents, the Guidelines, the Council, the Department and the State of California. NOW, THEREFORE, the parties hereto agree as follows: Recitals. The foregoing recitals are a part of this Agreement. 16-AHSC-11200 NOFA 02/29/16 Page 1 of 36 Rev 03/16/17 Project: Santa Ana Ariz. CoVective Prep Date: 08/03117 2. Project. The Recipient shall complete the Work, as generally described in the Standard Agreement, on the real property described in Exhibit A hereto (the "Property") and incorporated herein, in accordance with the Standard Agreement and the Scope of Work as described in Exhibit B attached hereto and incorporated herein. 3. Representations and Warranties. Recipient represents and warrants to the Department as follows: a. Organization. Recipient is duly organized, validly existing and in good standing under the laws of the State of California and has the power and authority to own or lease the Property and to own, develop, construct, operate and maintain the Work. The copies of the documents evidencing the organization of Recipient delivered to the Department are true, complete, and correct copies of the originals, as amended to the date of this Agreement. b. Authority of Recipient. Recipient has full power and authority to execute and deliver the Grant Documents and all other instruments, agreements and documents executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above. C. Authority of Persons Executing Documents, The Grant Documents and all other instruments, agreements and documents executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Recipient. All actions required under Recipient's organizational documents and applicable governing law for the authorization, execution, delivery and performance of the Grant Documents and all other instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken. d. No Breach of Law or Agreement. None of the execution or delivery of the Grant Documents and other instrument, agreement and document executed and delivered, or to be executed or delivered, pursuant to this Agreement, or the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission, or agency whatsoever binding on the Recipient or any provision of the organizational documents of the Recipient, will conflict with or constitute a breach of or a default under any agreement to which 16-AHSC-11200 NOFA 02/29/16 Page 2 of 36 Rev: 03/16/17 Project Santa Ana Arts Collective Prep DatL,. 0008117 Recipient is a party, or will result in the creation or imposition of any lien upon the Property of Recipient, other than liens approved by the Department. Compliance with Laws: Consents and Approvals. The Work will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies having jurisdiction over eitherthe Recipient, the Property, the Work, and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency. All permits, consents, permissions and licenses required by any federal, state or local government or agency to which Recipient, the Property, the Work is subject, which may be necessary in relation to this Agreement or the acquisition, development, construction or ownership of the Work, at or prior to the commencement of construction, have been, or will be, obtained, and none of such consents, permissions and licenses are subject to appeal or to conditions which have not been met. Pending Proceedings, The Recipient is not in default under any law or regulations or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Recipient, threatened against or affecting Recipient, the Property, the Work, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Recipient, materially affect Recipient's ability to acquire, construct or develop the Work. Title to Property. Recipient or its subsidiary will have good and marketable title to the Property, Work or a leasehold interest therein approved by the Department and there shall exist thereon or with respect thereto no mortgage, lien, pledge or other encumbrance of any character whatsoever other than liens for current real property taxes and assessments not yet due and payable and other matters of record approved in writing by the Department. Financial Statements. The financial statements of Recipient and other financial data and information if requested by the Department and furnished by Recipient, fairly represents the financial information contained therein. Adequacy of Program Funds. The amount of the Program Funds, together with any funds to be provided by the Recipient or to the 16-AHSC-11200 NorA 02/29/16 Page 3 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/17 Recipient from any other sources, is adequate as financing for the Work in accordance with Exhibit C. j. Payment of Taxes. All federal, state, county and municipal taxes required to be paid by the Recipient or on account of the Property due and payable as of the date of this Agreement have been paid in full as of such date. k. Availability of Utilities. For HRI activities, all utilities necessary for the development and occupancy of the Housing Development are available at or within the boundaries of the Housing Development and all steps necessary to assure that such utility services will be available upon completion of the Housing Development have been taken. I. Hazardous Materials. Recipient has performed due diligence review of the condition of the Work including review to disclose the possible existence of asbestos and toxic or hazardous materials. All information regarding the condition of the Work have been disclosed to the Department in writing including but not limited to all Phase I, soils and hazardous materials reports regarding the condition of the Property, the Work. 4. Sources and Uses. The Recipient has received, or will receive, funds for the purpose of developing the Work in the amounts and the sources identified in the Sources and Uses of Funds attached hereto and incorporated herein as Exhibit C. All funds shall be used and secured in the manner specified in Exhibit C. Recipient agrees to comply with and satisfy all the terms and conditions imposed on the Recipient in connection with the sources of funding identified in the Sources and Uses of Funds. 5. Use of Funds. Recipient agrees that the Program Funds shall be expended only in accordance with the applicable statutes and Program Guidelines governing the Program, and only for the purposes and activities set forth in this Agreement. The Program Funds shall be used exclusively for the payment of, or reimbursement for, Approved Costs as shown in the Project Budget, as the same may be amended from time to time with the written approval of the Department, such payment of, or reimbursement for, costs to be made only after the same have been incurred by the Recipient. "Approved Costs" shall mean all hard and soft eligible costs under the Program (and modifications thereto), which were approved, or will be approved by the Department, which are needed for the completion of the Work, in accordance with Scope of Work. 16-AHSC-11200 NOFA 02/23/16 Page 4 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: OciO8117 6. Disbursement Schedule. The Disbursement Schedule attached to this Disbursement Agreement as Exhibit D represents a good faith estimate of when the Program Funds will be disbursed to pay costs. The Department and the Recipient shall confer as necessary, to update the Disbursement Schedule throughout the construction period. Displacement and Relocation. If the acquisition, construction or development of the Work will result in the temporary or permanent displacement of occupants, the Recipient shall provide relocation payments and assistance in accordance with the applicable Federal and State requirements. Contractors and Subcontractor. For the performance of all construction work on the HRI, STI or TRA, Recipient agrees to use a general contractor or contractors ("Contractor") in order to complete the Scope of Work described in Exhibit B. Any successor to or substitute for the Contractor shall be subject to the approval of the Department. The Recipient hereby certifies that the Contractor is in good standing with the California State Contractors' License Board. The Recipient shall only contract with contractors, and shall ensure that the Contractor and any successor thereto shall only contract with subcontractors, which are so licensed. For the completion and performance of all Program Cost work, if applicable as set forth in the application, any successor to or substitute for the Recipient shall be subject to the approval of the Department. 9. Construction Contract. The Recipient shall enter into a written contract or contracts with the Contractor for the performance of the Scope of Work as set forth in Paragraph 2 above (the "Construction Contract"). Recipient shall not terminate or substantially amend the Construction Contract with respect to the HRI, STI or TRA without the prior written approval of the Department. Recipient shall monitor and enforce the terms and conditions of the Construction Contract to ensure completion of the Scope of Work. The Construction Contract shall contain provisions for compliance with State Prevailing Wage Law as required by the Grant Documents and the Guidelines. 10. Construction Responsibilities. Recipient shall be solely responsible for all aspects of Recipient's business and conduct in connection with the Property, the Work, including, but not limited to, the quality and suitability of the Scope of Work and the equipment used in the construction of the Work, the supervision of the work of construction, the qualifications, financial condition and performance of all architects, engineers, contractors and subcontractors of any tier, material suppliers, consultants and property 16-AHSC-11200 NOFA 02/29/16 Page 5 of 36 Rev: 03/16/17 Project: Santa Ana Arts Cdlecfive Prep Date: 08/08/17 managers, and the accuracy of all applications for payment and the proper application of all disbursements. 11. Delay. Recipient shall promptly notify the Department in writing of any event causing delay or interruption of construction work, in excess of (3) three working days, or the timely completion of construction for a period of (5) five working days beyond the scheduled completion date. The notice shall specify the particular work delayed and the cause and period of each delay. 12. Purchase of Materials Under Title Retention Agreement. The Recipient shall not purchase or install or permit to be purchased or installed any materials, equipment, fixtures or other part of the HRI, STI, or TRA under any agreements or arrangements wherein the supplier or seller reserves or purports to reserve the right to remove or to repossess any such items or to consider them personal property after their incorporation into the HRI, STI, or TRA, unless authorized in writing by the Department. 13. Liens and Stop Notices. If a claim of lien is recorded affecting the Property, or the Work or a bonded stop notice is served upon the Department which affects Program Funds or the Recipient's other funding, Recipient shall, within twenty (20) days of such recording or service or within five (5) days of the Department's demand (whichever last occurs): (i) pay and fully discharge the same; (ii) effect the release thereof by recording or delivering to the Department a surety bond in sufficient form and amount, or otherwise; or (iii) provide the Department with other assurance which the Department deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of the Department from the effect of such lien or bonded stop notice. If Recipient has not received actual notice of the claim of lien or bonded stop notice prior to the Department's demand, then the five (5) day period described above shall be extended to twenty (20) days. Recipient shall give the Department prompt written notice of all lien claims affecting the Property, or the Work. 14. General Conditions of Disbursement. Disbursement of Program Funds shall be subject to the following conditions: Disbursement of Program Funds shall be subject to the procedures and conditions set forth in this Agreement and Exhibit B of the Standard Agreement. The Department shall disburse Program Funds to Recipient for reimbursement or payment of Approved Costs incurred by Recipient as provided for herein. 16-AHSC-11200 NOFA 02/29/16 Page 6 of 36 Rev 03/16/17 Project: Santa Ana Ares Collective Prep Date: 0&M,/17 C. The aggregate disbursement of all or any portion of a Disbursement Request submitted to the Program for eligible hard construction costs under the Construction Contract shall be limited to an amount equal to ninety percent (90%) of such costs with the ten percent (10%) being retained except for the final disbursement of Program Funds. The ten percent retained amount shall be disbursed as part of the final disbursement as set forth in Paragraph 18 hereof. d. There exists no Event of Default, as defined in this Agreement, or the Standard Agreement, or event, omission or failure of condition which would constitute a default or Event of Default after notice or lapse of time, or both that will not be cured concurrently with the funding of the Program Funds. e. Recipient has satisfied all requirements for receipt of the Program Funds in accordance with the applicable statutes and the Guidelines. Right to Condition Disbursements. The Department shall have the right to condition any disbursement upon receipt and approval of such documentation, evidence or information that the Department may request, including, but not limited to, vouchers, invoices, and architect's inspector's and/or engineer's periodic certifications of the percentage and/or stage of construction that has been completed. 15. Conditions Precedent to Individual Disbursements. The Department shall not be obligated to make any disbursement of Program Funds or take any other actions under this Agreement or the Standard Agreement unless all of the following conditions precedent are satisfied at the time of such actions: Recipient has and will continue to maintain site control over the Work. Recipient has provided to the Department evidence demonstrating that Recipient has obtained all licenses, easements and right-of-way or other interest required for completion of the Work. If applicable, Recipient has provided to the Department a relocation plan conforming to the requirements of state law and regulations issued by the Department in California Code of Regulations Title 25, Section 5000 et seq. c. Recipient has executed and provided to the Department a Certificate of Identity of Interest. Recipient has obtained all necessary insurance policies and endorsements as described in Exhibit E of this Agreement. 16-AHSC-11200 NOFA 02/29/16 Page 7 of 35 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/17 The Recipient shall provide security to assure completion of the Project by furnishing the Department and other construction lenders with Performance and Payment Bonds, or a Letter of Credit for the Work, which shall remain in effect during the entire term of construction of the Work, and which shall be in a form and from an issuer which is acceptable to the construction lenders and Department. The Performance Bond shall be in an amount at least equal to one hundred percent (100%) of the approved construction costs to provide security for the faithful performance of the Standard Agreement including a warranty period of at least 12 months after completion. The Payment Bond shall be in an amount at least equal to one hundred percent (100%) of the approved construction costs to provide security for the payment of all persons performing labor on the Project and furnishing materials in connection with the Project. If a Letter of Credit is used, it shall be in an amount equal to at least 20% of the approved construction costs. The Department shall be named as an additional obligee in the Bonds or beneficiary under a Letter of Credit. Recipient has obtained all required permits and approvals required for the lawful construction of the Work and, when required by the Department, the Housing Development. g. Where approval by a local public works department, or its equivalent, is required for the HRI, STI, or TRA, the applicant must submit a statement from that department, or other documentation acceptable to the Department, indicating that the HRI, STI or TRA has received that approval. h. Recipient has received all required public agency entitlements and land use approvals for the Housing Development. Submission to the Department of all lien waivers required by the Department or passage of the applicable statutory periods for filing mechanic and other similar liens. Recipient has obtained all applicable CEQA and NEPA clearances and submitted evidence thereof as required by the Department. k. For HRI activities, Recipient has provided to the Department a Title Report acceptable to the Department. 16-AHSC-11200 NOFA 02/29/16 Page 8 of 36 Rev: 03/16/17 Project: Sarta Ana Arts Collective Prep Date: 08/CR;17 1. For HRI activities, Recipient has executed and recorded a written covenant for the development of affordable housing with the Department as required in the Standard Agreement. m. Recipient has provided evidence of binding agreements for construction financing and enforceable commitments for permanent financing as identified in the Sources and Uses of Funds (or equivalent, alternative financing approved ,by the Department) n. Recipient has provided evidence acceptable to the Department of ongoing compliance with State Prevailing Wage Law as required by a 12 cipient has comp uted and submitted to the :he Department, a Draw Request >bursement of Program Funds. ;d with all events or conditions in to the submission of the Draw q. Recipient has complied with all special conditions contained in the Exhibit F which are conditions, precedent to the disbursement of Program Funds. r. Recipient has submitted a Draw Request as provided below. 16. Draw Requests. a. Application for Payment. Recipient shall request Program Funds by submitting a written itemized statement or draw request in a form that is acceptable to the Department (the "Draw Request"), subject to the conditions set forth below. A Draw Request for payment shall be submitted to the Department not more frequently than once monthly. The Department shall determine whether or not the conditions precedent to its obligation to advance Program Funds have been satisfied or whether or not to waive any conditions precedent to its obligations to advance its Program Funds which the Department determines have not been satisfied. b. Contents of Application for Payment. Each Draw Request shall set forth the following: (i) a description of work performed, material supplied and/or costs incurred or due for which the disbursement is requested with respect to any Approved Costs shown as a line item 16-AHSC-11200 NOFA 02/29/16 Page 9 of 36 Rev: 03/16/17 Project: Santa Aria Arts Collective Prep Date: 08/08/17 ("Item") in the Sources and Uses of Funds; (ii) the total amount incurred, expended and/or due for each requested Item, less prior disbursement; and (iii) the percentage of completion of the portion of the work to be paid from the Item. C. Delivery of Draw Request. Recipient shall deliver each Draw Request to the Department at its address set forth in Paragraph 30 or such other address designated by the Department in writing. Each Draw Request shall be subject to the approval of the Department. d. Documentation, For HRI, STI and TRA activities, each Draw Request shall be accompanied by the following: (i) copies of paid invoices and unconditional lien releases for constructioncosts paid with the proceeds of prior Draw Requests (except for the first Draw Request), and conditional (upon receipt of payment) lien releases for construction costs to be paid with the proceeds of the present Draw Request, which invoices and lien releases shall be considered a part of each. Draw Request; (ii) a copy of inspection report or other documentation from localities, municipalities, or other construction lenders indicating the percentage of work completed pertaining to present Draw Request; (iii) submission of all lien waivers required by the Department or passage of the applicable statutory periods for filing mechanic and other similar liens; and (iv) any applicable change order(s) that affect or alter the Scope of Work. For Program Costs, each Draw Request shall be accompanied by copies of paid invoices for eligible costs. 17. Approval of Draw Request. Procedure. The Department shall within thirty (30) business days after receipt of a Draw Request containing all of the items described in Paragraph 15; above, determine the amount of the Draw Request to be approved, notify Recipient of such amount, and disburse the approved amount, by State Warrant, to the Recipient or designated payee approved by the Department. b. Disapproval. Any item in a Draw Request which is not specifically approved within thirty (30) business days shall be deemed disapproved. On the basis of the progress of work performed on the Work and the conditions precedent to making disbursements in this Agreement, the Standard Agreement and the applicable statutes and Program Guidelines, the Department may disapprove all or part of a Draw Request. In the event the Department disapproves any portion of the amount requested by Recipient in a Draw Request, the '16-AFISC-11200 NOFA 02/29/16 Page 10 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/- Department shall promptly notify the Recipient in writing of the disapproved amount and the reason therefore. Concurrent Review of Draw Request. In the event any item shall be disapproved or deemed disapproved, the Recipient and the Department shall meet and in good faith attempt to resolve the matter to their mutual satisfaction. d. Disbursement of Undisputed Amounts. In the event of any dispute, the Department shall disburse the amount of the Draw Request not in dispute, and fund any disputed amount promptly upon resolution of the dispute. Disputed amounts shall not be deducted from the Department's Program Funds, but shall be available for disbursement for other approved costs in accordance with the Sources and Uses of Funds. The Department and Recipient shall seek to resolve any disputes promptly and in good faith. 18. Condition Precedent to Final Disbursement. The final disbursement of the of Program Funds, including ten percent (10%) retention of hard construction costs, shall be subject to the following conditions: a. All of the conditions set forth in Paragraphs 14, 15 and 16 above have been met. b. Submission to the Department of a Notice of Completion duly recorded by Recipient. C. For HRI activities, submission to the Department of a Certificate of Occupancy for the Housing Development issued by the local government having jurisdiction over the Housing Development, or any equivalent thereto acceptable to the Department. d. Receipt by the Department, if so requested, of a development cost audit for the HRI, STI or TRA satisfactory to the Department. e. Issuance of a certificate or certificates, each in form and substance satisfactory to the Department, executed by Recipient and the Architect, either jointly or severally, each certifying that the HRI, STI or TRA has been completed in accordance with the Scope of Work. f. Completion of the HRI, STI or TRA in accordance with Exhibit B and acceptance and approval of the Project by the Department and by any person or governmental agency whose approval may be required. 16-AHSC-11200 NOFA 02/29/16 Page 11 of 36 Rev. 03/16/17 Project: Santa Ana Arts Collective., Prep Date: 08/08/1'7 Submission to the Department of all lien waivers required by the Department or passage of the applicable statutory periods for filing mechanic and other similar liens. h. Disposition of mechanic's liens that have been recorded or stop notices that have been delivered to the Department or other construction lenders, so that any such liens shall have been paid, settled, bonded around or otherwise extinguished or discharged, and the Department has been provided satisfactory evidence of such payment, settlement, bond or discharge, including without limitation all statutory waivers. 19. Disbursement of Program Funds Received by Recipient. All Program Funds received by Recipient shall be disbursed to pay costs in accordance with the Draw Request approved by the Department and in accordance with this Agreement. 20. Inspection of the Work. The Department shall have the right to inspect the Work. Recipient shall deliver to the Department any inspection reports prepared on behalf of the other construction lenders, to the extent available to the Recipient. Inspection of the Work shall be for the sole purpose of protecting the Department's interest and is not to be construed as a representation by the Department that there has been compliance with plans or that the Work will be free of faulty materials or workmanship. The Recipient can make or cause to be made such other independent inspections as the Recipient may desire for its own protection. 21. Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" hereunder following written notice to the Recipient by the Department, specifying (i) the applicable event, (ii) the action required to prevent such event from becoming an Event of Default, and (iii) a date, which shall be not fewer than fifteen (15) days after the date the notice is mailed to Recipient, by which such action must be taken: Monetary. (i) Recipient's failure or inability to secure anticipated permanent financing from parties other than the Department's Program Funds as specified in Exhibit C (or equivalent alternative financing approved by the Department), regardless of fault of the Recipient; (ii) Recipient's failure to use or apply Program Funds in the manner specified by, or consistent with the purposes of this Agreement and as specified in Exhibits B and C; or (iii) the occurrence of an event of default under the terms of the commitment for any of the loans or grants received from other construction funding sources as specified in Exhibit C hereto which results in a termination or cancellation of such commitment(s). 16-AHSC-11200 NOFA 02/29/16 Page 12 of 36 Rev: 03/16/17 Project: Santa Arra Arts Collective Prep Date: 08/06117 b. Construction; Use. (i) Recipient's failure to remedy any material deviation in the work of construction from the Scope of Work that occurred without the Department's approval or defective workmanship or materials in constructing the Work, in each case to the Department's satisfaction, within ten (10) days of the Department's written demand to do so; (ii) the cessation of construction of the Work prior to completion for a continuous period of more than fifteen (15) days (unless caused by war, rebellion, insurrection, strike, lockout, boycott or act of God, or other event beyond the Recipient's control as determined in the sole discretion of the Department); (iii) the prohibition, enjoining or delay (in any manner) of the construction of, or the prohibition or enjoining (in any manner) of the leasing or sale of any unit in the Housing Development in accordance with the Grant Documents for a continuous period of more than thirty (30) days; or (iv) the curtailment in availability to the Work for a continuous period of more than thirty (30) days of utilities or other public services necessary for construction or the full occupancy or utilization of the Work. C. Performance of Obligations. Recipient's default and failure to cure such default in a timely manner under any other Grant Documents or other construction lender loan documents, Recipient's default under any ground lease or sale of the Housing Development, or Recipient's failure to perform its obligations under this Agreement. Representations and Warranties. (i) Any of Recipient's representations or warranties in any of the Grant Documents or any statements, certificates or schedules furnished by Recipient to the Department, shall prove to have been untrue in any material respect when made or the Recipient shall have concealed any material fact from the Department, (ii) any of the Recipient's representations or warranties in any of the Grant Documents or any statement, certificates or schedules furnished by Recipient to the Department, other than representations, warranties, statements and certificates as to the financial condition of Recipient or any other person, shall cease to be true and shall remain untrue for thirty (30) days after notice of such change to Recipient by the Department, or (iii) any material adverse change in the financial condition of Recipient from the financial condition represented to the Department as of the date of this Agreement which alters or affects the Scope of Work. e. Voluntary Bankruptcy Insolvency Dissolution. Recipient's or any general partner of Recipient's (i) filing of a petition for relief under any state or federal law regarding bankruptcy, reorganization or other 16-AHSC-11200 NOFA 02/29/16 Page 13 of 36 Rev: 03/16/17 Proect: Santa Ana Arts Collective P,,;,.., Date: MOB/17 relief to debtors; (ii) filing any pleading in any involuntary proceeding under any state or federal law regarding bankruptcy, reorganization or other relief to debtors which admits the jurisdiction of the court or the petition's material allegations regarding the Recipient's insolvency; (iii) making a general assignment for the benefit of creditors; (iv) applying for, or the appointment of, a receiver, trustee, custodian or liquidator of Recipient, any general partner of Recipient or any of their respective properties; (v) inability or admission in writing of its inability to pay its debts as they are due; or (vi) death, if an individual; or the filing by Recipient or any general partner of Recipient of a petition seeking the liquidation or dissolution of Recipient or any general partner of Recipient or the commencement of any other procedure to liquidate or dissolve Recipient or any general partner of Recipient. Involuntary Bankruptcy. Recipient's or any general partner of Recipient's failure to effect a full dismissal of any involuntary (i) petition under any state or federal law regarding bankruptcy, reorganization or other relief to debtors; (ii) proceeding for the appointment of a receiver, trustee or liquidator for Recipient or any general partner of Recipient or all or a material part of the assets of the Recipient or any general partner of Recipient, or (iii) petition or proceeding under other state or federal law regarding bankruptcy, reorganization or other relief to debtors that is filed against Recipient or any general partner of Recipient or in any way restrains or limits Recipient or any general partner of Recipient or the Department regarding the Program Funds, the Property, the Work, in any event prior to the earlier of the entry of any order granting relief sought in the involuntary petition or proceeding, or sixty (60) days afterthe date of filing of the petition or beginning of the proceeding. g. Liens: Attachment Condemnation Encroachments. (1) The filing of any claim of lien against the Property, the Work, or any part thereof, or service on the Department of any bonded stop notice relating to the Property, or the Work, and the continuance of the claim for lien or bonded stop notice for twenty (20) days after Recipient receives actual notice thereof without discharge, satisfaction or provision for payment being made as provided for in Paragraph 13 hereof; (ii) the condemnation, seizure or appropriation of, or the occurrence of an uninsured casualty with respect to, any material portion of the Property, or the Work, such materiality to be determined by the Department in its sole and absolute discretion; (iii) the sequestration or attachment of, assignment by Recipient for the benefit of its creditors of, or any levy or execution upon, the Property, the Work, other collateral provided by Recipient under any of the Grant 16 AHSC-'11200 NO FA 02/29/16 Page 14 of 36 Rev: 03116117 Project: Santa Aria Arie Collective Prep Date, 08/08/17 Documents, monies in any account as may be required under any Grant Documents for the deposit of operating income, or substantial portion of the other assets of Recipient, which is not released, expunged or dismissed prior to the earlier of sixty (60) days after sequestration, attachment or execution or the sale of the assets affected thereby; or (iv) any survey provided to the Department upon a request for a disbursement of Program Funds shows encroachments which occurred without the written approval of the Department which, in its sole discretion, the Department requires to be removed or corrected, and the failure to remove or correct any such encroachments within thirty (30) days after receipt of the survey. General. Recipient's breach of any condition, covenant, warranty, promise or representation contained in this Agreement not otherwise resulting in an Event of Default hereunder and the continuance of such breach for a period of thirty (30) days after written notice thereof to Recipient. 22. Remedies upon an Event of Default. Upon the happening of an Event of Default, the Department's obligation to disburse Program Funds shall terminate and the Department shall have the right to withhold any further disbursement of Program Funds until the default has been cured. Upon the occurrence of an Event of Default, the Department may also, in addition to all other rights and remedies available to the Department hereunder or under the Grant Documents or applicable law, at its option, proceed with any or all remedies set forth herein: Terminate this Agreement. Call all sums paid or advanced under the Program due and payable, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notice or demand of any kind or character. C. Completion of Proiect. The Department shall have the right to enter into possession of the Property, or the Work, to take over and complete the Work in accordance with the Scope of Work, to discharge and replace the Contractor and to employ personnel to protect the Property, the Work and, for those purposes, to make disbursements of Program Funds. All such disbursements shall be deemed to have been paid to the Recipient by the Department. Any funds so paid or advanced shall be reimbursed to the Department by Recipient on demand, together with interest thereon at the rate of ten (10%) percent per annum from the date of expenditure. Any 16-AHSC-1'1200 NOFA 02/29/16 Page 15 of 36 Rev. 03/16/17 Project. Santa Ana Arts Collective Pre,. ':::ate: 08i08117 contracts entered into or indebtedness incurred upon the exercise of such right may be in the name of the Recipient, and for such purposes and the other purposes of this Paragraph 22 the Department is hereby authorized and irrevocably appointed attorney-in-fact (said appointment being coupled with an interest) to enter into said contracts or agreements or contracts or agreements theretofore made by or on behalf of Recipient and to do any and all things necessary or proper to complete the work of construction, including the signing of Recipient's name to such contracts and documents as may be deemed necessary by counsel for the Department. In addition to the foregoing and not in limitation thereof, the Recipient hereby further empowers the Department as said attorney-in-fact as follows: (i) to use any Program Funds for the purpose of completing the construction of the HRI or TRI in the manner called for by the Scope of Work; (ii) to make such additions, changes and corrections in the Scope of Work as shall be necessary or desirable to complete the HRI, STI, or TRA in substantially the manner contemplated by the Scope of Work; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for said purposes; (iv) to pay, settle or compromise all existing bills and claims which may be liens against the Property, the HRI, STI or TRA, or any part thereof, or as may be necessary or desirable for the completion of the construction of the HRI, STI, or TRA, or for clearance of title; (v) to execute all applications and certificates in the name of the Recipient which may be required by the Construction Contract or documents entered into in connection therewith; (vi) to prosecute and defend all actions and proceedings in connection with the Property or the construction of the HRI, STI, or TRA and to take such action and require such performance necessary; and (vii) to do any and every act which the Recipient might do in its own behalf with regard to completion of the construction of the HRI, STI, or TRA. In no event shall the Department be required to expend its own funds to complete the HRI, STI, or TRA if the remaining Program Funds are insufficient, but the Department may, at its option, advance such funds. d. Stoppage of Construction. Upon an Event of Default specified in subparagraph (b)(i), (b)(iv) or (g)(iv) of Paragraph 21, the Department may order immediate stoppage of construction and demand that the condition be corrected, notwithstanding any right of Recipient under this Agreement to correct or insure against such defects. After issuance of such an order in writing, no further work 16-AHSC-11200 NOFA 02/29/16 Page 16 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 06/08/17 shall be done on the HRI or TRI without the prior written consent of the Department and until said condition has been fully corrected. e. Curing of Defaults by Disbursement From Program Funds. Upon the happening of any Event of Default that may be cured by payment of money, the Department shall have the right to make such payment from the Program Funds. If the payment of any such sums may, in the Department's good faith determination, result in the reduction in the total amount of remaining Program Funds below that required to complete construction of the HRI, STI, or TRA, the amount which the Department determines in good faith to be necessary to provide for such completion shall be deposited by Recipient with the Department or in such account as the Department may designate, within ten (10) days after written demand therefore by the Department. Judgment for Specific Performance Appointment of a Receiver. Upon the occurrence of an Event of Default, the Department may seek an order for specific performance in any court of competent jurisdiction or may apply to any such court for the appointment of a receiver to take over and complete construction of the Work in accordance with the terms of the Grant Documents, or for such other relief as may be appropriate. 23. Right to Advance or Post Program Funds. Where disputes have arisen which, in the good faith opinion of the Department, may endanger timely completion of the Work or fulfillment of any condition precedent or covenant herein or result in lien claims against the Property or the Work, the Department may agree to advance Program Funds for the account of Recipient without prejudice to Recipient's rights, if any, to recover said funds from the party to whom paid. Such agreement or agreements may take the form which the Department, in its discretion, deems proper, including, but without limiting the generality of the foregoing, agreements to indemnify a title insurer against possible assertion of lien claims, agreements to pay disputed amounts to the Contractor or any potential lien claimant in the event Recipient is unable or unwilling to pay the same, and the like. All sums paid or agreed to be paid pursuant to such undertaking shall be for the account of Recipient, and Recipient agrees to reimburse the Department for any such payments made upon demand therefore with interest at the rate of ten (10%) percent per annum, or such lower rate of interest as may be approved by the Department, from the date of payment until date of reimbursement. Nothing in this or any other paragraph of this Agreement shall be construed to require the Department to advance monies over and above the amount of the Program Funds, though the Department may, at its option, advance such amounts. 16-AHSC-11200 NOFA 02/29/16 Page "17 of 36 Rev: 03/16/17 Pro,iectt. Santa Ana Arts Collective Piet: tate: 03/0$/17 24. Right of Contest. Recipient shall have the right to contest in good faith any claim, demand, levy or assessment the assertion of which would constitute an Event of Default hereunder. Any such contest shall be prosecuted diligently and in a manner unprejudicial to the Department or the rights of the Department hereunder. Upon demand by the Department, Recipient shall make suitable provision by deposit of funds with the Department or by bond or by title insurance or other assurance satisfactory to the Department for the possibility that the contest will be unsuccessful. Such provision shall be made five (5) days after demand therefore, and, if made by deposit of funds with the Department, the amount so deposited shall be disbursed in accordance with the resolution of the contest either to Recipient or the adverse claimant. 25. Rights Cumulative No Waiver. All the Department's rights and remedies provided in the Grant Documents, granted by law or otherwise, are cumulative and, except as provided herein, may be exercised by the Department at any time. No waiver shall be implied from any failure of the Department to take, or any delay by the Department in taking, action concerning any Event of Default or failure of condition under the Grant Documents, or from any previous waiver of any similar or unrelated Event of Default or failure of condition. Any waiver or approval under any of the Grant Documents must be in writing and shall be limited to its specific terms. 26. Attorneys' Fees; Enforcement. If any attorney, including the California Attorney General, is engaged by the Department to enforce, construe or defend any provision of any of the Grant Documents, or as a consequence of any Event of Default not cured hereunder or default under any other Department document, with or without the filing of any legal action or proceeding, Recipient shall pay to the Department, immediately upon demand, the amount of all attorneys' fees and costs incurred by the State in connection therewith, together with interest thereon from the date of such demand at the rate of ten (10%) percent per annum. 27. Enforcement of the Construction Contract. The parties hereto agree that the Department shall have, and is hereby assigned, the right of the Recipient to enforce the provisions of the Construction Contract and all documents related thereto in the event, as determined by the Department, in its sole discretion, that the Recipient fails, refuses, or is otherwise unable to enforce them. The Department shall notify the Recipient, in writing, of its determination to effect this assignment, specifying the reasons therefor, at least fifteen (15) days prior to the Department's undertaking any such action. 28. Indemnification and Waiver. 16-AHSC-11200 NOFA 02/29/16 Page '18 of 36 Rev: 03/16/17 Project: Santa Ana Ar', Codectivo Prep Date: 08/08/17 a. Indemnification. Recipient agrees to indemnify the Department and its agents, employees and officers against, and hold the Department and its agents, employees and officers harmless from, any losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including attorneys' fees), of every name, kind and description, which the Department may incur as a direct or indirect consequence of: (i) the making of the grant to the Recipient, except for violations of banking laws or regulations by the Department; (ii) Recipient's failure to perform any obligations as and when required by this Agreement or any of the Grant Documents; (iii) any failure at any time of any of Recipient's representations or warranties to be true and correct; (iv) any act or omission by Recipient, any contractor, subcontractor, material supplier, engineer, architect or other person or entity with respect to the Property, or the Work; or (v) the presence of hazardous substances on or at the Property, or the Work. Recipient shall pay immediately upon the Department's demand any amounts owing under this indemnity together with interest from the date the indebtedness arises until paid at the rate of ten percent (10%) per annum. The duty of the Recipient to indemnify and hold harmless includes the duties to defend as set forth in Section 2778 of the Civil Code. Recipient shall indemnify and hold harmless the Department and its agents, officers and employees as set forth herein regardless of the existence or degree of fault or negligence whether active or passive, primary or secondary on the part of the Department or the Recipient or their respective agents, officers, employees, contractors or subcontractors; provided, howevet, that Recipient's duty to indemnify and hold harmless hereunder shall not extend to liability arising from gross negligence or willful misconduct of the Department. Recipient's duty to indemnify the Department shall survive the term of this Agreement or the cancellation of the Standard Agreement. b. Waiver and Release. The Recipient waives and releases any and all rights to any types of express or implied indemnity against the Department or its agents, officers or employees. C. Waiver. The Recipient expressly waives the protections of Section 1542 of the Civil Code in relation to subparagraphs (a) and (b) above. 29. Further Assurances. At the Department's request and at Recipient's expense, Recipient shall execute, acknowledge and deliver any other instrument and perform any other act necessary, desirable or proper (as determined by the Department) to carry out the purpose of the Grant Documents or to perfect and preserve any liens or covenants created by the Grant Documents. 16-AHSC-11200 NOFA 02/29/16 Page 19 of 36 Rev: 03/16/17 Prei,,ft Santa Ana Arts Collective Prep Da,= OS/03.'17 30. Notices. All written notices and demands under the Grant Documents shall be deemed served upon delivery or, if mailed, upon the date shown on the delivery receipt (or the date on which delivery was refused as shown on the delivery receipt) after deposit in United States Postal Service certified mail, postage prepaid, return receipt requested, or after delivery or attempted delivery by an express delivery service, and addressed to the address of Recipient or to the primary place of business or the mailing address of the Department, as applicable, appearing below. Notice of change of address may be given in the same manner, provided Recipient's address shall be in the State of California or the state where Recipient's principal place of business is located, as represented to the Department in the Grant Documents. Meta's Address: Chris Maffris, Senior Vice President Meta Housing Corporation 1640 S. Sepulveda Blvd, Suite 425 Los Angeles, CA 90025 City's Address: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 Department's Address: Department of Housing and Community Development Division of Financial Assistance -Administration Affordable Housing and Sustainable Communities Program 2020 W. EI Camino Avenue, Suite 500 Sacramento, California 95833 16-AHSC-11200 NOFA 02/29/16 Page 20 of 36 Rev: 03/16/17 Project: Santa Ana F-ris Cc'.lective ?rep bate: 08/08117 IN WITNESS WHEREOF, the Department and Recipient have executed this Disbursement Agreement as of the date set forth above. META Meta Housing Corporation, A California Corporation By Kasey Burke, Pre— t&nt CITY City of Santa Ana, A California Municipal Corporation ATTEST: Maria D. Huizar 41' Clerk of the Council Dated: APPROVED AS TO FORM Sonia R. Carvalho Cynthia Kurtz Interim City Manager Dated: VA'111:1 RECOMMENDED FOR APPROVAL: RobedM. Zur hmie e Acting Executive Director Community Development Agency DEPARTMENT Department of Housing and Community Development, A public agency of the State of California By. IA i s' i t tz. zri 91 Nicole' McCay, Section Chief Contract Management Section 16•AHSC-11200 NOFA 02/29/16 Page 24 of 36 Rev: 03/16/17 Project: Santa Ana Arts CaHecttve Prep Date: 08/08117 Exhibit "A" to Disbursement Agreement Legal Description STI All improvements will be within the public right-of-way along Bush Street between 17th and Civic Center Drive and along 15th Street between Sycamore Street and Bush Street (there would not be a legal description for the public right-of-way) 16-AHSC-11200 NOFA 02/29/16 Page 25 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: O,.IM/17 Exhibit "B" to Disbursement Agreement Scope of Work STI Bush Street Bicycle Boulevard — Installation of a Bicycle Boulevard treatment along Bush Street. Treatment includes the installation of neighborhood traffic circles and mini - roundabouts at eight (8) intersections along the corridor; as well as signage and roadway markings. All improvements will be constructed in the Public Right of Way. Program Costs The Southern California Association of Governments (SCAG) has launched Go Human, a community outreach and advertising campaign with the goals of reducing traffic collisions in Southern California and encouraging people to walk and bike more. Appearing on freeway billboards, buses and bus shelters, the Go Human campaign is a collaboration between SCAG and the health departments and transportation commissions from six counties in the region — Imperial, Los Angeles, Orange, Riverside, San Bernardino and Ventura. In partnership with the City of Santa Ana and the Santa Ana Artist Colony project, the Go Human Campaign will be implemented alongside the development of the proposed project to encourage additional bicycling and walking and improve safety. Santa Ana Arts Colony will purchase ad space at 15 bus shelters in our project area and run Go Human advertising for four weeks per year, for 3 years. Go Human materials will also be displayed in the Community Room and Leasing Office 1 6-AHSC-1 1200 NOFA 02/29/16 Page 26 of 36 Rev, 03/16/17 Project Santa Ana Ats Collective Prep Data: 08/08/17 Exhibit "C" to Disbursement Agreement Sources and Uses of Funds Activity Budget STI INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES ESTIMATED STI CAPITAL DEVELOPMENT COSTS IMPROVEMENT PROJECT COSTS BY FUNDING SOURCE COST CATEGORY TOTAL UNT AHSO Cir of IP ' ram proaMM5, ACTIVITY fHard � f Total Soft Cost Total Project $1,120,000 $1,120,000 $ Activi Costs $ Related Costs TOTAL PROGRAM $ 22,500 '+ $ COSTS r Total Soft Cost and Other Project $ 168,000 $ 166,0000 $ Related Costs TOTAL PROJECT $ 1,288,000 $1,288,000 $ COSTS Program Costs BUDGET AND SOURCES ESTIMATED PROGRAM COSTS DEVELOPMENT COSTS BY FUNDING SOURCE COST CATEGORY ' ,TQTAt« t1T1tiS 6rnt IP ' ram � f Total Soft Cost and Other Project $ 22,500 $ 22,500 $ Related Costs TOTAL PROGRAM $ 22,500 $ 22,500 $ COSTS 16-AHSC-11200 NOFA 02/29/16 Page 27 of 36 Rev: 03/16/17 Project: Santa Aria Arts Collective Prep Date: 08/0£;17 Exhibit "D" to Disbursement Agreement Disbursement Schedule 1. STI March 2018 March 2019 June 2019 Hard Costs $560,000 $560,000 Soft Costs $168,000 Total STI Costs 1 $168,000 $560,000 $560,000 2. Program Costs Sept 2017 Sept 2018 Se t 2019 Soft Costs $7,500 $7,500 $7,500 Total Costs $7,500____L$ 7 500$7 500 16-AHSC-11200 NOFA 02/29/16 Page 28 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/17 Exhibit "E" to Disbursement Agreement Insurance Requirements for Capital Proiects These insurance requirements govern insurance coverage on the Capital Projects improved using grant funding from the Department's Affordable Housing and Sustainable Communities Program. The Department reserves the right to revise and vary these requirements based on, among other items, the availability of coverage, current insurance industry standards and concerns specific to the insured property. Recipients of Department grants are responsible for carrying the minimum required insurance coverage according to this Disbursement Agreement. Insurance coverage meeting the following requirements will be deemed by the Department to be in compliance with this Disbursement Agreement. Submit a certificate of insurance (or other evidence) that acknowledges the Department's security interest and has appropriate coverage in force for property and liability exposures as follows: 1. GENERAL REQUIREMENTS: a. Copy of its commercial general liability policy and its excess policy or binder until such time as a policy is available, including the declarations page, applicable endorsements, riders, and other modifications in effect at the time of contract execution. Standard ISO form No. CG 0001 or similar exclusions are allowed if not inconsistent with Section 2, "Indemnification and Insurance." Allowance of additional exclusions is at the discretion of the Department. b. Certificate of insurance showing all other required coverages. Certificates of insurance, as evidence of required insurance for the auto liability and any other required policy, shall set forth deductible amounts applicable to each policy and all exclusions that are added by endorsement to each policy. The evidence of insurance shall provide that no cancellation, lapse, or reduction of coverage will occur without 10 days prior written notice to the Department. C. A declaration under the penalty of perjury by a certified public accountant certifying the accountant has applied Generally Accepted Accounting Principles (GAAP) guidelines confirming the Recipient has sufficient funds and resources to cover any self-insured retentions if the self-insured retention is $50,000 or higher. 16-AHSC-11200 NOFA 02/29/16 Page 20 of 35 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date; 08/N/17 d. If the Recipient uses any form of self-insurance for workers compensation in lieu of an insurance policy, it shall submit a certificate of consent to self -insure in accordance with the provisions of Section 3700 of the Labor Code. 2. INDEMNIFICATION AND INSURANCE: The Contractor's obligations regarding indemnification of the State of California and the requirements for insurance shall conform to the provisions in Section 2(a), "Indemnification," and Section 2(b), "Insurance," of Section 2. a. INDEMNIFICATION: 1. The Contractor shall defend, indemnify, and save harmless the State, including its officers, employees, and agents (excluding agents who are design professionals) from any and all claims, demands, causes of action, damages, costs, expenses, actual attorneys' fees, losses or liabilities, in law or in equity arising out of or in connection with the Contractor's performance of this contract for: 2. Bodily injury including, but not limited to, bodily injury, sickness or disease, emotional injury or death to persons, including, but not limited to, the public, any employees or agents of the Contractor, the State, or any other contractor; and 3. Damage to property of anyone including loss of use thereof; caused or alleged to be caused in whole or in part by any negligent or otherwise legally actionable act or omission of the Contractor or anyone directly or indirectly employed by the Contractor or anyone for whose acts the Contractor may be liable. 4. Except as otherwise provided by law, these requirements apply regardless of the existence or degree of fault of the State. The Contractor is not obligated to indemnify the State for Claims arising from conduct delineated in Civil Code Section 2782 and to Claims arising from any defective or substandard condition of the highway that existed at or before the start of work, unless this condition has been changed by the work or the scope of the work requires the Contractor to maintain existing highway facilities and the Claim arises from the Contractor's failure to maintain. The Contractor's defense and indemnity obligation shall extend to Claims arising after the work is completed and accepted if the Claims are directly related to alleged acts or omissions by the Contractor that occurred during 16-AHSC-11200 NOFA 02/2/16 Page 30 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08!17 the course of the work. State inspection is not a waiver of full compliance with these requirements. 5. The Contractor's obligation to defend and indemnify shall not be excused because of the Contractor's inability to evaluate liability or because the Contractor evaluates liability and determine that the Contractor is not liable. The Contractor shall respond within 30 days to the tender of any Claim for defense and indemnity by the State, unless this time has been extended by the State. If the Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, the Department may withhold such funds the State reasonably considers necessary for its defense and indemnity until disposition has been made of the Claim or until the Contractor accepts or rejects the tender of defense, whichever occurs first. With respect to third -party claims against the Contractor, the Contractor waives all rights of any type to express or implied indemnity against the State, its officers, employees, or agents (excluding agents who are design professionals). Nothing in the Contract is intended to establish a standard of care owed to any member of the public or to extend to the public the status of a third -party beneficiary for any of these indemnification specifications. b. INSURANCE Nothing in the contract is intended to establish a standard of care owed to any member of the public or to extend to the public the status of a third -party beneficiary for any of these insurance specifications. C. CASUALTY INSURANCE The Contractor shall procure and maintain insurance on all of its operations with companies acceptable to the State as follows: A. The Contractor shall keep all insurance in full force and effect from the beginning of the work through contract acceptance. B. All insurance shalt be with an insurance companywith a rating from A.M. Best Financial Strength Rating of A- or better and a Financial Size Category of VII or better. 16-AIISC-11200 NOFA 02/29/16 Page 31 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: OF /0314' C. The Contractor shall maintain completed operations coverage with a carrier acceptable to the State through the expiration of the patent deficiency in construction statute of repose set forth in Code of Civil Procedure Section 337.1. d. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE In accordance with Labor Code Section 1860, the Contractor shall secure the payment of worker's compensation in accordance with Labor Code Section 3700. 2. In accordance with Labor Code Section 1861, the Contractor shall submit to the Department the following certification before performing the work: A. I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. 3. Contract execution constitutes certification submittal. 4. The Contractor shall provide Employer's Liability Insurance in amounts not less than: A. $1,000,000 for each accident for bodily injury by accident B. $1,000,000 policy limit for bodily injury by disease C. $1,000,000 for each employee for bodily injury by disease If there is an exposure of injury to the Contractor's employees under the U.S. Longshoremen's and Harbor Workers' Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. e. GENERAL LIABILITY INSURANCE The Contractor shall carry General Liability and Umbrella or Excess Liability Insurance covering all operations by or on behalf of the Contractor providing insurance for bodily injury liability and property damage liability for the following limits and including coverage for: 16-AHSC-11200 NOFA 02/29/16 Page 32 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Pran Date: 08/03/17 A. Premises, operations, and mobile equipment B, Products and completed operations C. Broad form property damage (including completed operations) ; D. Explosion, collapse, and underground hazards E. Personal injury F. Contractual liability 2. The Contractor shall not require certified Small Business subcontractors to carry Liability Insurance that` exceedsthe limits in Section 2(f)(1), "Liability Limits/Additional Insureds, of these specifications. The maximum required Liability Insurance limits in Section 2(f)(1), "Liability Limits/Additional Insureds," of these specifications shall apply to;certified Small Business subcontractors for work performed on the project, regardless of tier. The provisions of Section 2(f)(1), "Liability Limits/Additional`' Insureds;" shall be included in all subcontracts for all tiers. f. LIABILITY LIMITS/ADDITIONAL INSUREDS 1. The limits of liability shall be at least the amounts shown in the following' table: Construction For Each Aggregate for ` General Umbrella or Contract Occurrence Products/ Aggregatez Excess Amount 4 ' Completed Liability3 Operation 5$1,000;000 $1000,00Q; $2,000,000 $2,000,000 $5;000,000 - >$1,000,000 5$15,000,000 $1,000,000 ` $2,000,000 $2,000;000 $10,000,000 >$15,000,000 5$25,000,000 $2;000,000 $2,000,000 ` $4,000,000 $15,000,000 >$25,000,000 1 $21,000,000 $2,000,000 $4,000;000 $25,000,000 1. Combined single limit for bodily injury and property damage. 2. This limit shall apply separately to the Contractor's work under this contract. 3. The umbrella or excess policy shall contain a clause stating that it takes' effect (drops down) to the event the primary limits are impaired or exhausted. 4. "Construction Contract Amount" is the total amount of the construction contract all or a portion of which is funded with AHSC funds. 2. The State, including its officers, directors, agents (excluding agents who are design professionals), and employees, shall be named as additional insureds under the General Liability and Umbrella Liability 16-AFISC-11200 NOFA 02/29/16 Page 33 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/17 Policies with respect to liability arising out of or connected with work or operations performed by or on behalf of the Contractor under this contract. Coverage for such additional insureds does not extend to liability: A. Arising from any defective or substandard condition of the roadway which existed at or before the time the Contractor started work, unless such condition has been changed by the work or the scope of the work requires the Contractor to maintain existing roadway facilities and the claim arises from the Contractor's failure to maintain; B. For claims occurring after the work is completed and accepted unless these claims are directly related to alleged acts or omissions of the Contractor that occurred during the course of the work; or C. To the extent prohibited by Insurance Code Section 11580.04 3. Additional insured coverage shall be provided by a policy provision or by an endorsement providing coverage at least as broad as Additional Insured (Form B) endorsement form CG 2010, as published by the Insurance Services Office (ISO), or other form designated by the Department. g. CONTRACTOR'S INSURANCE POLICY IS PRIMARY The policy shall stipulate that the insurance afforded the additional insureds applies as primary insurance. Any other insurance or self-insurance maintained by the State is excess only and shall not be called upon to contribute with this insurance. AUTOMOBILE LIABILITY INSURANCE The Contractor shall carry automobile liability insurance, including coverage for all owned, hired, and non -owned automobiles. The primary limits of liability shall be not less than $1,000,000 combined single limit each accident for bodily injury and property damage. The umbrella or excess liability coverage required under Section 2 (f)(1) also applies to automobile liability. POLICY FORMS, ENDORSEMENTS, AND CERTIFICATES The Contractor shall provide its General Liability Insurance under Commercial General Liability policy form No. CG0001 as published by the Insurance Services Office (ISO) or under a policy form at least as broad as policy form No. CG0001. 16-AHSC-11200 NDFA 02/29/16 Page 34 of 36 Rev: 03/16/17 Proiect: Santa Ana Arts Collective Prep Date- 08/98/'17 DEDUCTIBLES The State may expressly allow deductible clauses, which it does not consider excessive, overly broad, or harmful to the interests of the State. Regardless of the allowance of exclusions or deductions by the State, the Contractor is responsible for any deductible amount and shall warrant that the coverage provided to the State is in accordance with Section 2(b), "Insurance." k. ENFORCEMENT The Department may assure the Contractor's compliance with its insurance obligations. Ten days before an insurance policy lapses or is canceled during the contract period, the Contractor shall submit to the Department evidence of renewal or replacement of the policy. If the Contractor fails to maintain any required insurance coverage, the Department may maintain this coverage and withhold or charge the expense to the Contractor or terminate the Contractor's control of the work. The Contractor is not relieved of its duties and responsibilities to indemnify, defend, and hold harmless the State, its officers, agents, and employees by the Department's acceptance of insurance policies and certificates. 4. Minimum insurance coverage amounts do not relieve the Contractor for liability in excess of such coverage, nor do they preclude the State from taking other actions available to it, including the withholding of funds under this contract. 16-AHSC-11200 NOFA 02/29/16 Page 35 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/1 17 Exhibit "F" to Disbursement Agreement Special Conditions The Department acknowledges that the City shall be the designated payee to receive AHSC grant proceeds for reimbursement of the Work related to the Sustainable Transportation Infrastructure (STI) as set forth in Exhibit A-2 of the Standard Agreement and shall be the entity to submit disbursement requests to the Department with respect to such reimbursements, as set forth in the Exhibit D of this Agreement. The Department further acknowledges that Meta will be the designated payee to receive reimbursement for the Work related to the Program Costs (PGM) as set forth in Exhibit A-4 of the Standard Agreement and shall be the entity to submit disbursement requests to the Department with respect to such reimbursements, as set forth in Exhibit D of this Agreement. 16-AHSC-11200 NOFA 02/29/16 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/17 Page 36 of 36 31. Amendments and Additional A rq eements. This Agreement shall not be altered or amended except in writing executed by all parties. The Recipient agrees that any other agreements entered into by the Recipient relating to the performance of this Agreement shall be subject to the written approval of the Department. 32. Books and Records. Recipient shall maintain complete books of accounts and other records for the Project and for the use of the Program Funds; including, but not limited to, records of preliminary notices, lien releases, invoices and receipts, and certificates of insurance pertaining to the Contractor and each subcontractor; and the same shall be available for inspection and copying by the Department upon reasonable notice to Recipient. 33. No Third Parties Benefited. No person other than the Department and Recipient and their permitted successors and assigns shall have any right of action under any of the Grant Documents. 34. Authority to File Notices. At any time subsequent to the funding of the Program Funds, Recipient irrevocably appoints and authorizes the Department, as Recipient's attorney-in-fact, which agency is coupled with an interest, to execute and record, on either of them, in the Department's or Recipient's name, any notices, instruments or documents that the Department deems appropriate to protect the Department's interest under any of the Grant Documents. 35. Actions. At any time subsequent to the funding of the Program Funds, the Department may commence, appear in or defend any action or proceeding purporting to affect the Property, the Work or the Grant Documents, or the rights, duties or liabilities of Recipient or the Department under the Grant Documents. In exercising this right, the Department may incur or incur and pay reasonable costs and expenses including, without limit, attorneys' fees and court costs and Recipient agrees to pay all such expenses so incurred and reimburse the Department for any expenses so paid. 36. Relationshin of Parties. The relationship of Recipient and the Department under the Grant Documents is, and shall at all times remain, solely that of Recipient as the Grantee and Department as Grantor. The Department neither undertakes nor assumes any responsibility or duty to Recipient or to any third party with respect to the Property, or the Work, except as expressly provided in the Grant Documents. 37. Assignment of Grant Documents. The Recipient shall not assign any interest, or any portion thereof, under the Grant Documents, or in any monies due or to become due thereunder, without the Department's prior 16-AHSC-1'1200 NCFA 02/29116 Page 21 of 36 kvi 03/16/17 Project, �nta Ana Arts Collective Prep Da -[e 00/08/17 written consent. Any such assignment made without the Department's consent shall be void. Recipient recognizes that this is not a commercial loan and that the Department would not make the grant except in reliance on Recipient's expertise and reputation. In this instance, the work to be funded has not been performed at the time of grant approval and the Department is relying on Recipient's expertise and prior experience to construct and develop the Work in accordance with the terms of the Grant Documents. 38. Restrictions on Transfer of the Project and Interest in Recipient. Recipient shall not assign, sell, transfer or convey any interest held by the Recipient in the Work, including, without limitation, any general partnership interest in the Recipient, except as provided for in this Agreement, without the Department's prior written consent. Recipient shall promptly notify the Department of such transfers and shall provide the Department with any documents respecting such transfer as the Department may reasonably request; provided however that Recipient, if Recipient is a limited partnership, may sell, assign, transfer or convey limited partnership interests without the prior approval of the Department. 39, Integrated Agreement. This Agreement is made for sole benefit and protection of the parties hereto and no other person or persons shall have any right of action or right to rely hereon. As this Agreement contains all the terms and conditions agreed upon between the parties, no other agreement regarding the subject matter thereof shall be deemed to exist or bind any party unless in writing and signed by the party to be charged. Notwithstanding the foregoing sentence or any other provision of this Agreement, this Agreement does not supersede and shall not be deemed to amend any Department Grant Documents. 40. Termination of this Disbursement Agreement. This Agreement shall terminate ten years after all of the Program Funds have been fully disbursed and expended by Recipient. 41. Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their heirs, personal representatives, successors, and assigns, except as otherwise provided in this Agreement. 42. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. All code references herein refer to the California Codes, unless specifically indicated otherwise. 43. Titles and Captions. Titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or any provisions hereof. 16-AHSC-11200 NOFA 02/29/16 Page 22 of 36 Rev: 03/16/17 Project: Santa Ana Arts Collective Prep Date: 08/08/17 44. Interpretation. No provision in this Agreement is to be interpreted for or against either party because that party or his legal representatives drafted such provision. 45. Waiver Amendments. No breach of any provisions hereof may be waived unless in writing, Waiver of any breach of any provisions hereof shall not be deemed to be a waiver of any other breach of the same or any other provisions hereof. This Agreement may be amended only by a written agreement executed by the parties in interest at the time of the modification. 46. Severance. If any provision of this Agreement is determined by a court of competent jurisdiction, to be illegal, invalid, or unenforceable, such provisions will be deemed to be severed and deleted from the Agreement, as a whole and neither such provisions, nor its severance and deletion shall in any way. affect the validity of the remaining provisions of this Disbursement Agreement. 47. Voluntary Agreement. The parties hereto, and each of them, further represent and declare that the parties carefully read this Agreement and the parties know the contents thereof, and that the parties sign the same freely and voluntarily. 48. Attorney's Fees. In the event of any dispute between the parties regarding this Agreement, the prevailing party shall be entitled to recover costs and expenses, including but not limited to reasonable attorneys' fees. 49. Non -Discrimination. In the performance of this Agreement, Recipient shall not discriminate against any provider, or potential provider, on the basis of race, color, religion, ancestry, sex, age, national origin, physical handicap or any other arbitrary factor. 50. Incorporation. The following Exhibits, all attached hereto, are hereby incorporated into this Agreement: Exhibit A: Legal Description Exhibit B: Scope of Work Exhibit C: Sources and Uses of Funds (Activity Budget) Exhibit D: Disbursement Schedule Exhibit E: Insurance Requirements Exhibit F: Special Conditions 16-AHSC-11200 NOFA 02/29/16 Page 23 of 36 Rev: 03/16/17 Project Santa Ana Arts Collective Prep Data 93/0£3/17 A-2017-179 STATE OF CALtFORMA STANDARD AGRF EMENT AGItEE.iMENT NUMBER STD 213 (Rev 06/03) 16-AHSC-11200 REGtS7`RATIl7NNUtyftiER I. This Agmemcnt is entered into between the State Agency and the Contractor Inured balosv, STATE AGENCY'S NAME DEPARTMENT OF HOUSING AND COMM7Ui TrY DEVELOPMENT CONTRACTOR'S NAME Meta Housing Corporation, and City of Santa Ana 2. The term of this Agreement is: Upon HCD Approval through 0 6/3 012 0 1 6 3. The maximum amount of this Agreement is; 4. The parties agree to comply with the terms and conditions of the following exhibits which areby thisreferencemade apart of the Agreemcot, Exhibit A - Authority, Purpose sad Scope of Work 5 A-1- Rousing-iLelaked Infrastructure 0 A-2 - Treusportation-Related _tnfrustrucnrre 0 A-3 = Ptarmu.- Costs '0 A4 - Program Costs 4 A-5-$ustainabte Transportation infrastructure 5 A,6-Tmnsporta kra-Related Amenities G Exhibit i1 -Budget Detail and: Payment Provisions 5 Exhibit C -State of Galifaatia General Tcsrtts and Coaditionat GTC- 04/2017 Exhibit D - AIJSC Terms and Conditions 13 Exhibit E - Special Terms and Conditions I TOTAL NUMBER OF PAGES ATTACHED 33 pages - Items shown with an Asterisk (�), ate hereby incorporated by reforenee and made part of tbt s agreement as if atached.hereto. TheGTC 0412017 docurnorlis can be viewed al Gttpaiwwty.dgs.¢¢.govFols/ILegtlurcesfStatidardCnntra6ELongu2g .aapX;. IN WITNESS WHFP.COF, this Agreementhas been executed by the parties hereto. CONTRACTOR AACT£}R. California Department of CQAI'CRACTQR'SN.ANit (4£other than an lndiJrdual, sta m whether a corporation, General Service 'parmcrship,ete) Use Outy See Attached IIS' {Authorized Signature) ', DATE SIGNED (Do not type) , See Attached See Attached PR54TED NAME AND TITLE OF i'C12SON SIGNING See Attached See Attached ESTATE OF CALIFORNIA AGENCY NAME Department of Housing and Community Development BY (Authorized Signature) ...... ..... DATE SIGNED (Do not iype)_ i PRINTED NA ME ANDtl'l1E-G&'PBRSONSIC.NING Syntbia Rhinehart, Contracts Manager, Business & Contract Services Breach ADDRESS kExempt per: 20201A', W Camino Ave., 5aerameato, CA 95933 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL DATF' -7/-L5'/ Z0 "-) SCM 4A4A.3 (DGS Memo fisted 6/12181) STATE OF CALIFORNIA Meta Housing Corporation STANDSRD AGREEMENT City of Santa Ana STD 2 t 3 (Rev. 06103 ) I6-AHSC-11200 Page 2 of 3 CONTRACTOR Meta Housing Corporation A California Corporation By: Kasey Burke President Address: 1640 South Sepulveda Suite 425 Log Angeles, CA 90425 Prep Date: 07/2012017 Date: State of California STANDARD AGREEMENT STD 213 (Rev. 06103) CONTRACTOR ATTEST: Marfa D. Huixar—� Clerk of the Council Dated: -) ( 3- -y APPROVED AS TO FORM Sonia R. Carvalho By: s` thn � Hodge Assi t Ci y Attorney Dated: 7 8't 1 Prep pate: 07120/2017 CITY OF SANTA ANA �.:. Cyln' thia Kurtz Interim City anagen Dated: Meta Housing Corporation City of Santa Ana 16-AHSC-11200 Page 3 of 3 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 1 of 5 NMtliiiiil •'. .* -21MEO �. �. 0... Affordable Housingand Sustainable Communities (AHSG Program - Grant i. Authoriht & Purpose This Standard Agreement, STC 213, (hereinafter "Agreement') is the result of the Recipient's application ("Application") for funding under the AHSG Program ( "Program"} pursuant to; A Part 1 of Division 44 of the Public Resources Code (commencing with Section 75200); B, The Program Guidelines dated December 17, 2015 ("Guidelines'), issued by the State of California, StrategicGrowth Council ("Council") and as may be amended from time to time. The AHSG Guidelines and the NOFA are available at the Program website at C. The Program's Notice of Funding Availability ("NOFK')issued by the Department Housing and Community Development ("Department"), is dated January 29 2016. The Application, Including all representations made therein, is hereby incorporated In this Agreement by this reference: By entering into this Agreement and thereby accepting the award of AHSG Grant funds the Recipient agrees to comply with the terms and "conditions of the Guidelines, the NOFA, this Agreement, the representations contained in the Application, the Disbursement Agreement, which is more particularly described in Exhibit B, attached hereto, and the requirements of the authorities Cited above. 2. Definitions Capitalized terns herein shall have the meaning of the definitions set forth in the Guidelines, and page 1 of this Exhibit A, in addition: "Affordable Housing Development" or "Project" refers to the residential rental Affordable Housing Development described in the Application providing the affordable housing units, as described therein, in consideration of that portion of the AHSG Grant. The Affordable Housing Development shall meet all the criteria for an eligible project as set forth Section 103(a)(1) of the AHSG Guidelines, "Recipient' refers to the entity or entities submitting an application or to a related entity approved by the Department entering into this Agreement and identified as "Contractor" on paged to this Agreement (STD 213); In the case of joint applicants, "Recipient" shall also refer to each applicant or the Department -approved assignee of such applicant; Each joint applicant shall be jointly and severally liable for all obligations of a Recipient as set forth herein, AHSG - Round 11 - Grant NOFA Date: 01/29/16 Approved Gate: 03/16/17 Prep. Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16 -AH SC -11200 Page 2 of 5 Any reference to a specific "Section" or "section" of the Guidelines shall initially refer to that specific numbered section of the Guidelines adopted on and dated December 17, 2015. Notwithstanding, if and when the Department amends any portion of the Guidelines, all references herein to any such portion of the Guidelines shall be deemed to refer to the updated version of the Guidelines, either In whole or in part, as may be applicable. To the extent that any Guidelines section or sections (Section or Sections) provision is or are amended, and thereafter receive(s) a new Guidelines section number(s), any reference herein to the old Guidelines section(s) number(s) shall be interpreted to refer instead to the Guidelines section(s) that Is (or are) intended to replace the content and substance of the former Guidelines section(s). 3, Scope of Stark The Scope of Work ("Warm") for this Agreement shall consist of one or more of the following categories, by or on behalf of the Recipient, in an Integrated Connectivity Project (ICP) Area, as detailed in the sub -exhibits referenced and incorporated herewith into Exhibit Ai Included ux) Exhibit A: Sub -exhibit# Exhibit A-1: Housing -Related Infrastructure HRI X Exhlbit A-4: Program Costs PC X Exhibit A-5: Sustainable Transportation Infrastructure STI Exhibit A-6; Transportation -Related Amenities TRA (Remainder of page intentionally left blank.] AHSC - Round ii - Grant NOFA Date: 01129!16 Approved Gate: 03/16/17 Prep, Date: 07/20117 Meta Housing Corporation and City of Santa Ana 1 6-AHSC-1 1200 Page 3 of 5 4. Criteria Applicability Based on the points awarded to its Application, Recipient assures the Department of the existence of the following criteria of Section 107: A, GHG Emissions Reductions Estimate Basad on the inputs in the Application, the estimated total MTCO2e over the life of the project is 12,301. AHSC Round II - Grant NOFA bate: 01/29116 Approved Date: 03116117 Prep. Date: 07/20117 -Cal o(1) o L, o N. N EY L) CL a =` c 0 a 2 0 cCL ro 0 0 E E 4 0 c `E v '0�n .� c m y 0 m m U L7 2 -� iff f4 < CL h em. 0 XY Capttai Projects f?rogram Costs Estimated GHG Reductions based on GHG Quantification MethodologyX X 'X - b Extent to which Project incorporates X .X Active Transportation Improvements X X X l ' Extent to which the Project incorporates � X c Water, Ener and Gresnin X Extent to which the Affordable Housing d' a Development Serves Households at X X X Lower and Moderate -Income Level Anti -Displacement and Workforce Trainin Strate les X X X A, GHG Emissions Reductions Estimate Basad on the inputs in the Application, the estimated total MTCO2e over the life of the project is 12,301. AHSC Round II - Grant NOFA bate: 01/29116 Approved Date: 03116117 Prep. Date: 07/20117 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 4 of 5 5, Performance Milestones Recipient shall ensure the completion of the PERFORMANCE MILESTONES set forth in this Exhibit A as indicated in the sub -exhibits attached hereto and made a part hereof, by the designated dates. Recipient may apply to the Department for an extension of these timelines based on good cause shown and beat efforts and assurances from the Recipient for timely completion of the remaining Milestones, 6. State Contract Coordinator The State Contract Coordinator of this Agreement for the Department is the Division of Financial Assistance Operations Manager, or the Manager's designee, Unless otherwise informed, any notice, report„ or other communication required by this .Agreement shall be mailed by first class to the State Contract Coordinator at the following address; Kim Losoya. Division of Financial Assistance -Operations Branch Department of Housing and Community Development P.O.. Box 952054 Sacramento, California 94252-2054 7: Recipient Coa act Coordinator The Recipient's Contract Coordinator for this Agreement Is listed below. Unless otherwise Informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the contact at the following address: AHSC —Round II -Grant NOTA Rate: 01/29116 Approved Rate: 03116/17 Prep. Rate: 07/20117 Meta Housing Corporation and City of Santa Ana 16-AHSC-41200 Page 5 of 5 Recipient: Meta Housing Corporation and City of Santa Ana Name! Chris Maffris, Vice President, Meta Housing Corporation, Judson Brown, Housing Division Manager; City of Santa Ana Address: Meta Housing Corporation: 1640 S. Sepulveda Blvd, Suite 425, LA, CA 90025 City of Santa Ana Housing and Neighborhood Development Division 20 Civic Center Plaza (M-26) Santa Ana, GA 92701 Phone No.: Meta Housing Corporation: 310-575-3543 x106 City of Santa Ana: (714) 667-2241 Email: crraffrisametahousing.com !brown CcDs anta-ana. o rci AHSC — Round 11 Grant NOFA Date: 01129116 Approved Dater 03/16/17 Prep. Date, 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 1 of 4 EXHIBIT A-4 SCOPE OF WORK The Scope of Work ("Work") for this Agreement for Program Costs ("PC") shall consist of the following: Program creation, or expansion of existing programs to serve new populations or offer new program service(s) and implementation. Eligible costs may include operational costs for programs for the term of the grant (3 years). Programs include education, outreach and training programs in the following three categories: (A) Active Transportation Programs, (B) Transit Ridership Programs; or (C) Criteria Air Pollutant Reduction Programs. The Southern California Association of Governments (SCAG) has launched Go Human, a community outreach and advertising campaign with the goals of reducing traffic collisions in Southern California and encouraging people to walk and bike more. Appearing on freeway billboards, buses and bus shelters, the Go Human campaign is a collaboration between SCAG and the health departments and transportation commissions from six counties in the region w Imperial, Los Angeles, Orange, Riverside, San Bernardino and Ventura. In partnership with the City of Santa Ana and the Santa Ana Artist Colony project, the Go Human Campaign will be implemented alongside the development of the proposed project to encourage additional bicycling and walking and improve safety. Santa Ana Arts Colony will purchase ad space at 15 bus shelters in our project area and run Go Human advertising for four weeks per year, for 3 years. Go Human materials will also be displayed in the Community Room and Leasing Office. The Recipient is responsible for and shall ensure the completion of the Work associated with the PG in accordance with the criteria set forth above. The department reserves the right to review and approve all Work to be performed by the Recipient, or contracted by the Recipient, in relation to this Agreement. Any substantia( revision to the Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement, The Department, the Recipient and other parties Disbursement Agreement governing among other particularly described in Exhibit B hereto, AHSC—Round it - Grant NOTA Date: 01129116 Approved Bate: 0/16/17 Prep, Date: 07/24/17 as required by the Department shall enter into a things the disbursement of Program funds as more Meta Housing Corporation and City of Santa Ana 16-AHSC-117.00 Page 2 of 4 EXHIBIT A-1 Evidence of Point Gneratincl Activities: Based on the points awarded to its Application, Recipient assures the Department of the existence of the following criteria of Section 107: Criteria Applicability Based on Proposed Project '•% -c:` N w CL 4 m" aa'E 0 Lvr o CL E < IL M a U of E o C: ' 2 �N N 0 U. N GN W N C C.a C U e]? .' N 0 m E2 -6 U T O M O ..N.,� •% QY �t ca x 5 cn t t it <L t o t o . to .M Capital Projects Prograno�Costs Estimated GHG Reductions based on ` GHG Quantification MethodologyX X X X ` , X - b•�`; Extent to which Project incorporates X rovements Active Transportation Improvements `� Extent to which the Project incorporates c• Water, Enerqv and Greening X X X X .. X. Extent to which the Affordable Housing tl" ,: Development Serves Households at X Lower- and Moderate -income Level_ Anti -Displacement and Workforce Traininq Strategies X X A, Section 107(6)—GHG Emissions Reductions Estimate Based on the inputs in the Application, the estimated total MTCO2e over the life of the project is 12,301. B, Section 107(b) —Active Transportation Improvements The Recipient's Application was evaluated for rating points based on the installation, expansion, or improvement of active transportation infrastructure (e.g., sidewalks, bikeways, trails, paths, and crossings) (at the time of application or will be by the completion of the Project) pursuant to 107(b) of the Guidelines. Based on the points awarded to its Application, Recipient will ensure the following Active Transportation Improvements occur: AHSC - Round 11 - Grant NOTA Date: 01/29/16 Approved gate: 03/16/17 Prep, Cate: 07/20/17 Meta Housing Corporation and City of Santa Ana 16 -AH SC -11200 Page 3 of 4 EXHIBIT A-4 Bush Street Bicycle Boulevard - Installation of a Bicycle Boulevard treatment along Bush Street. Treatment includes the installation of neighborhood traffic circles and mini - roundabouts at eight (8) intersections along the corridor; as well as signage and roadway markings, All improvements will be constructed in the Public Right of Way. C, Section 107(c) Water Energy and Greening The Recipient's Application was evaluated for rating points based on how the proposed Project will incorporate Infrastructure components of building standards that contribute to the reduction of greenhouse gas emissions through carbon sequestration, energy efficiency, or incorporation of renewable energy sources, as well as address other community benefits supporting public health, environmental, and economic factors, Based on the points awarded to its Application, Recipient will ensure the following Water, Energy and Greening improvement occur;: Use of CalGreen Residential as a threshold/minimum landscape compliance standard. Plant Resource Efficient Landscapes with a) No Invasive Species Listed by Cal -IPG, b) Plants chosen and located to grow to natural size, Drought tolerant, California Native, Mediterranean Species or Other Appropriate species, and turf on less than 10°lo- of the landscaped area. Meet or exceed California's Model Water Efficient Landscape Ordinance as mandated in ABI 881, Regarding Title 24, incorporate HERS II modeling showing that the Project is designed to exceed baseline 2013 California Energy Code (Title 24; Part 6) compliance by 30%, which will be certified by GASEC Certified Energy Analyst. - install EnergyStar dishwashers and refrigerators throughout. - Install high efficacy LED lighting throughout. D. Section 10 (1) —Anti -Displacem ant Strategies and Workforce Training Strategies The Recipient's Application was evaluated for rating points based on the existence of displacement risks, for both low-income residents and businesses of the Project Area and community, if applicable. Sponsor's Application was also evaluated for rating points based on the existence of policies or programs to promote the recruitment, training, and/or hiring of disadvantaged populations with barriers to employment. Based on the points awarded to its Application, Recipient shall ensure the following Anti -Displacement Strategies and Workforce Training Strategies are in effect: 1. because it relocated 10 businesses (ail paying market rate rents), SAAC's relocation pian conformed with the applicable provisions of the Uniform Relocation Act (46 U.S.C. § 4600 et seq,), its implementing regulations (49 C,F,R. Part 24), the California Relocation Assistance Law, California Government Code Section 7260 et seq. (ORAL) and AHSG — Round It - Grant NOFA Date: 01/29116 Approved Date: 03/15/17 Prep, Date: 07120/17 2, Meta Housing Corporation and City of Santa Ana 16 -AMSC -11200 Page 4 of 4 EXHIBIT A•4 Guidelines, Title 25, California Code of Regulations, Chapter 6, Section 6000 et seq. (Guidelines) and Handbook 1378 of the United States Department of Housinr and Urban Develooment (HUD). 2. Meta Housing as Owner is responsible for implementing: Source of income non-discrimination, Tenant Anti-harrassment, and Just Cause Eviction policies. Meta delegates this authority to the Property Management Company WSH Management. WCH staff receive comprehensive training and workshops covering program guidelines, Fair Housing, high quality customer service methods and management policies. Tenant anti -harassment policies will be included in all residential leases, in accordance with but not limited to the Government Code Section 12955(f), 12955.7 as noted by the California Department of Consumer affairs {www;dca.ca.aov), dust cause eviction policy wilt be included in all residential leases, in accordance with but not limited to the Code of Civil Procedure Section 1161(2)-(4) as noted by the At the request of the Department, Recipient shall provide further and additional evidence. sufficient to demonstrate the existence and/or completion of the items listed above for which the Recipient's Application received points. Failure to provide such evidence to the reasonable satisfaction of the Department may result in a reevaluation of the Application and the reductions or cancellation of the amount of the grant award, require repayments of any disbursed Program funds and the disencumbrance of Program funds awarded. Performance Milestones Program Costs PERFORMANCE MILESTONE DATE Identification and commitment of program operator and partners 3/2016 Completion of a business or a work plan 9/2019 Identification of ongoing support for operation costs beyond grant period nta AHSC-- Round II - Grant NOFA Date: 01/29116 Approved Date: 03/16/17 Prep. Date: 07/20/1 Meta Housing Corporation and City of Santa Ana 16-AHSC-1 1200 Page 1 of 5 EXHIBIT A-5 .. y is S »., The Scope of Work ("Work") for this Agreement for Sustainable Transportation Infrastructure ("STI") shall consist of the following: The STI project identified in the Application which is to be developed and constructed by the Recipient results in the enhancement of any of the following: Public Transit Access Pedestrian Network Bicycle Network" "meeting specified AHSC Program transit requirements Additionally the STI project identified in the Application which is to be developed and constructed by the Recipient may include Energy Efficiency, Low Impact Design, Renewable Energy or Urban {greening improvements. Conversion of Bush Street into a pedestrian and bike enhanced street, between 17th Street and 1st Street. This STI will direct pedestrians and cyclists one block east to Bush Street, which will receive bike lane striping, four roundabouts to ease congestion, and other traffic calming surface improvements. Installation of a Bicycle Boulevard treatment along Bush Street, Treatment includes the installation of neighborhood traffic circles and mini -roundabouts at eight (8) intersections along the corridor; as well as signage and roadway markings_ All improvements will be constructed in the Public Right of Way, The Recipient is responsible for and shall ensure the completion of the STI in accordance with the criteria set forth above. The Department reserves the right to review and approve all Work to be performed by the Recipient in relation to this Agreement. Any substantial revision to the Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement. The Department; the Recipient and other parties as required by the Department shall enter into a Disbursement Agreement governing among other things the disbursement of Program funds as more particularly described in Exhibit B hereto. AHSC — Round II - Grant NOFA Date`. 01129/16 Approved Date: 03/16/17 Prep. Date: 7/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Rage 2 of 5 EXHIBIT A-5 Evidence of Point Generating Activities: Based on the points awarded to its Application, Recipient assures the Department ofthe existence of the following criteria of Section 107: Criteria Applicability Based on Proposed Project v E CU a 0 a C.0 In Q O` " N u N.N.GE m� elfna.a� Baca Di o¢ asm'� of �E qo �? c U) ra `a¢0� I`i U4 Capital Projects Rrogram Casts Estimated GHG Reductions based on GHG a Quantification MethodologyX X X X X X Extent to which Project incorporates Active X X X Transportation Improvements X X Extent to which the Project incorporates ' Watar_Ener end Greenin X: X: X X X X Extent to which the Affordable Housing Development Serves Households at Lower- X X' X X X and Moderate_Level Anti -Displacement and Workforce Training Strategies A. Section 107(x)—GHG Emissions Reductions Estimate Based on the inputs in the Application, the estimated total MTCO2e over the life of the project is 12,301, B, Section 1070 — Active Transportation Improvements The Recipient's Application was evaluated for rating points based on the installation, expansion, or improvement of active transportation infrastructure (e,g„ sidewalks, bikeways, trails, paths, and crossings) at time of application or will be by the completion of the Project) pursuant to 107(b) of the Guidelines. Based on the points awarded to its Application, Recipient will ensure the following Active Transportation Improvements occur: AHSC — Round II - Grant NOFA Dater 01120/16 Approved Date: 03t16117 Prep. Date: 7120/17 Meta Housing Corporation and City of Santa Ana 15-AHSC-11200 Page 3 of 5 Bush Street Bicycle Boulevard - Installation of a Bicycle Boulevard treatment along Bush Street. Treatment includes the installation of neighborhood traffic circles and mini - roundabouts at eight (8) intersections along the corridor; as well as signage and roadway markings. All improvements will be constructed in the Public Right of Way C, Section 107(c) -Water, Energy and Greening The Recipient's Application was evaluated for rating points based on how the proposed Project will incorporate infrastructure components of building standards that contribute to the reduction of greenhouse gas emissions through carbon sequestration, energy efficiency, or incorporation of renewable energy sources, as well as address other community benefits supporting public health, environmental, and economic factors, Based on the points awarded to its Application, Recipient will ensure the following Water, Energy and Greening improvement occur:. Use of CalGreen Residential as a threshold/minimum landscape compliance standard. - Plant Resource Efficient Landscapes with a) No Invasive Species Listed by Cal -IPC, b) Plants chosen and located to grow to statural size, Drought tolerant, California Native, Mediterranean Species or Other Appropriate species, and turf on less than 10% of the landscaped area, - Meet or exceed California's Model Water Efficient Landscape Ordinance as mandated In A81881, - Regarding Title 24, incorporate HERS I) modeling showing that the Project is designed to exceed baseline 2013 California Energy Code (Title 24, Part 6) compliance by 30%, which will be certified by CABEC Certified Energy Analyst. Install EnergyStar dishwashers and refrigerators throughout. Install high efficacy LED lighting throughout. D, Section 1 QD - Anti-Disolacement Strategies and Workforce Training Strategies The Recipient's Application was evaluated for rating points based on the existence of displacement risks, for both low-income residents and businesses of the Project Area and community, if applicable. Recipient's Application was also evaluated for rating points based on the existence of policies or programs to promote the recruitment, training, and/or hiring of disadvantaged populations withbarriers to employment. Based on the points awarded to its Application, Recipient shall ensure the following Anti -Displacement Strategies and Workforce Training Strategies are in effect: Anti -Displacement and Workforce Training Strategies �1. Because irelocated 10 businesses (all paying market -rate rents), SAAC's relocation plan conformed with the applicable provisions of the Uniform Relocation Act (46 U:S.C. § 4600 et seq.), its implementing regulations (49 C.F.R. Part 24), the California Relocation Assistance AHSC - Round II -Grant NOFA Date: p 1129/16 Approved Date: 03/16117 Prep, Date: 7/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 4 of 5 Law, California Government Code Section 7260 at seq, (CRAL) and the California Relocation Assistance and Real Property Acquisition Guidelines, Title 25, California Code of Regulations, Chapter 6, Section 6000 et seq. (Guidelines) and Handbook 1378 of the United States 2. Meta Housing as Owner is responsible for implementing: Source of income non-discrimination, Tenant Anti-harrassment, and Just Cause Eviction policies. Meta delegates this authority to the Property Management Company WSH Management. WCH staff receive comprehensive training and workshops covering program guidelines, Pair Housing, high quality customer service methods and management polices, Tenant anti -harassment policies will be included in all residential leases, in accordance with but not limited to the Government Code Section 12955(f), 12955.7 as noted by the California Department of Consumer affairs twww;dca.ca,gov). Just cause eviction policy will be included in all residential leases, in accordance with but not limited to the 'Code of Civil Procedure Section 1161(2)-(4) as noted by the At the request of the Department, Recipient shall provide further and additional evidence sufficient to demonstrate the existence and/or completion of the items listed above for which the Recipient's Application received points. Failure to provide such evidence to the reasonable satisfaction of the Department may result in a reevaluation of the Application and the reductions or cancellation of the amount of the grant award, require repayments of any disbursed Program funds and the disencumbrance of Program funds awarded. AHSC-Round 11 -Grant NiOFA Date: 01/29/16 Approved Date: 03/16/17 Prep. Date. 7/20117 2. Performance Milestones Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 5 of 5 STI PROJECT PERFORMANCE MILESTONE DATE Executed binding agreement between the Recipient and developer of the proposed development detailing the terms and conditions of the Project development. 7/2017 Site Control of site(s) by proposed developer. 6/15/2016 Completion of all necessary environmental clearances, including diose required under CEQA and NEPA, N/A Obtaining all necessary and discretionary public land use approvals. N/A—By light Submission of Final Construction Drawings and Specifications to the appropriate local permitting authority. 1t11241g Commencement of construction. 4/1/2019 Construction completion and. closeout. 111/2020 Program funds Fully disbursed. 5/1/2020 AHSC — Round II - Grant (OFA Date: 01129116 Approved Gate; 03/15/17 Prep. Date: 7120117 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 1 of 5 Affordable Housing and Sustainable Communities (AHSC) Progralp - Grant Project Sources and Uses The preliminary projected sources and uses ("Sources and Uses") set forth in this Exhibit contains the cost items for the design, development and construction of the approved HRI, STI, TRA Project(s) (collectively, 'Infrastructure Project"), and for Program Costs (PC), as applicable. Recipient agrees that any cost overruns or increases resulting in a total cost for Infrastructure ProJect exceeding that set forth therein shall be the responsibility of Recipient. 2. Contract Amount A. For the purposes of performing the Work, the Department agrees to provide the aggregate amount identified on page i number 3 of this Agreement (STD 213) in the form of a grant ("Grant") for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this Grant amount, or for any unauthorized or Ineligible costs. 1) For the purposes of performing the Work related to the HRI, asset forth in Exhibit A-1, the Department agrees to provide,,, -,,$0.00 in the form of a grant for the uses identified in the Sources and Uses, in no instance shall the Department be liable for any costs for the Work in excess of this amount, or for any unauthorized or ineligible costs. 2) For the purposes of performing the Work related to the PC, as set forth in Exhibit A-4, the Department agrees to provide _$22,500,00 in the form of a grant for the uses identified in the Sources and Uses. in no instance shall the Department be liable for any costs for the Work in excess of this amount, or for any unauthorized or ineligible costs. 3) For the purposes of performing the Work related to the STI, as set forth in Exhibit A-5, the department agrees to provide „„_$1,288,000.00 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this amount, or for :any unauthorized or ineligible costs. 4) For the purposes of performing the Work related to the TRA, as set forth in Exhibit A-6, the Department agrees to provide _$0,00 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this amount, or for any unauthorized or ineligible costs. AHSC —Round I[ -Grant NaFA Date: 01129/'16 Approved Date: 03/16/V Prep, Cate: 07120/17 Meta Housing Corporation and City of Santa Ana 16 -AMSC -11200 Page 2 of 6 _W4i(1=1111V B3 The Department may approve a request from the Recipient to reallocate funds between authorized activities and itemized amounts stated in the budget for the designated Work. Changes to aggregate of ten percent or less, of the total grant amount between activity categories during the term of this Agreement, and expenditures pursuant thereto, may be made only after the Department's express written approval, but do not require a written amendment to this Agreement. 1 Other Funding sources Where the Sources and Uses set forth in this Exhibit identify funds other than Program funds, those funds shall be expended and applied to Project costs as provided therein. Recipient agrees that it will make best efforts to ensure that the other funds specified in the Sources and Uses are available for disbursement as provided in this Exhibit, and approved for the use specified in the Sources and Uses, except to the extent the Sources and Uses may be updated and modified by the Disbursement Agreement described below, The Recipient shall provide evidence and assurance of the commitment and availability of such other sources of funding identified in the Sources and Uses as provided in the Disbursement Agreement. The terms and conditions of all construction financing to be used in conjunction with the Program funds shall be subject to the Department's review and approval. 4. Completion Dates A Program funds must be disbursed no later than June 30, 2021, All un -disbursed funds remaining as of .lune 30, 2021, shall be disencumbered All invoices for payment must be submitted to the Department no later than April 1, 2021: B, This Agreement shall expire on June 30; 2036. 6. Method of Payment A. Payment shall be made as reimbursed progress payments as set forth in the Disbursement Agreement. Recipient shall request paymentfor Work completed on forms provided by the Department and subject to such documentation as the Department may require. B. The Department shall not authorize payments uniess it determines that the Program funds shall be expended in compliance with the terms and provisions of the Guidelines, the NOFA, this Agreement and the Disbursement Agreement. 6. Disbursement A reement A, The Recipient, the Department and such other parties as may be reasonably required by the Department, shall enter into a Disbursement Agreement in a form provided by the Department. The Disbursement Agreement shall contain a specific description of the Work and an updated Sources and Uses therefore, including an updated table of Sources and AMSC -Round It - Grant NQFADate: 01/29/16 Approved [late: 03116/17 Prep, Date: 07/20117 Meta Housing Corporation and City of Santa Ana 16-AHSC-112010 Page 3 of 5 �7:lFsifii"' Uses, and the specific terms and conditions for the disbursement of Program funds. In the event of a conflict between this Agreement and the Disbursement Agreement, as determined by the Department, the terms of the Disbursement Agreement, being the later and more specific document, shall govern; provided however, that no resolution of any such conflict shall be contrary to, or result in a waiver or violation of, the Guidelines or the NOFA. B. The requirement for a Disbursement Agreement set forth in this paragraph may be waived by the Department where, at its sole discretion, It determines that; 1) Satisfactory completion of the Work has occurred, 2) Proper disbursement and use of Program funds have occurred, 3) Performance of, and compliance with, all the obligations, terms and conditions of this Agreement have occurred, and, 4) Compliance with all applicable statutes, laws and regulations; all have been or will be achieved without the execution of a Disbursement Agreement. The Department may require the submittal by the Recipient of such information, records, documents, certificates and other material, as it deems necessary to make this determination, AHSC—Round 11 -Grant NGFA Date: 01/29/16 Approved Date: 03/16/17 Prep. pate; 07(20117 Meta Housing Corporation and City of Santa Aha 16-AHSC-11200 Page 4 of S �7 m-WRIMMINTIME= -•BUDGET BUDGET AND SOURCES PROJECT NAME APPLICANT(s) ESTIMATED PROGRAM COSTS DEVELOPMENT COSTS BY FUNDING SOURCE DEVELOPMENT COSTS COST CATEGORY TOTAL AHSC;Grasit< a � Total Soft Cost and Other $22,5Q0 $22,50Q Project Related Costs TOTAL PROGRAM COSTS $22,500 $22,600 $ AHSC -- Round 11 - Grant NOPA Date: 01/29/16 Approved Date: 03/16/17 Prep, Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 5 of 5 INFRASTRUCTURE DEVELOPMENT BUDGET AND • PROJECTw. 0' I'Illl is PRQJ-dS- J l i, ® (Elatd �io' tsts �®� ,Project Costs ■ � t qtr � rt+t SOFT,COSTS AND„ RELATC 'Total Soft Cost and Other Project Related Costs AHSC — Round ll Grant NCFA Date: 01129/16 Approved Date: 03116/17 Prep, Data: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 1 of 13 EXHIBIT D AHSC TERMS AND CONDITIONS Affordable Housing and Sustainable Communities Program - Grant GENERAL Effective Data Commencement of Work and CoMpletion Dates A. This Agreement is effective upon approval by the State which is the date stamped by the Department in the lower right hand corner of the coversheet of this Agreement. The Recipient agrees that neither the construction of the Housing Development nor the Work has commenced as of the deadline for submittal of applications set forth in the Notice of Funding Availability, The recipient agrees that the Work shall be completed as specified in this Agreement, subject to the termination date specked on page 1, number 2, of this Agreement (STC) 213), and in Exhibit B, unless a written request for an extension is submitted and written approval by the Department is provided within 90 days prior to the termination date of the Agreement. Any extension to the termination date shall require an amendment to this Agreement. B, Pursuant to §111(a) and (b) of the Guidelines, construction of the Affordable Housing Development and the housing designated in the Application must commence within two years of the Program award date and be completed (including completion of all phases identified in the Application and accounting for the total number of units on which the AHSC Grant award is based) within five years of the Program award date. 2. Termination Notwithstanding any other provision of this Agreement, the Department may terminate this Agreement at any time for cause by giving at least 14 days' notice in writing to the recipient. Cause shall consist of violations by Recipient of any terms and/or special conditions of this Agreement, to include but not limited to Paragraph 43 of this Exhibit, or withdrawal of the Department's expenditure authority. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Recipient shall be returned to the Department within 14 clays of the Notice of Termination, 3, Affordable Housing and Sustainable Communities Grant Documents In addition to this Agreement the Recipient shall execute and enter into a Disbursement Agreement which shall govern the terms, disbursement and use of the Program funds, the Covenant described below, and other additional agreements and documents, as the Department may deem reasonable and necessary to meet the requirements of the Program and the terms and conditions of this Agreement. The Department may request, and if requested, the Recipient shall agree to and record a performance deed of trust ensuring the completion of the Work, Said performance deed of trust shall be recorded against the entire legal parcel underlying the object which it ensures is teeing constructed. AHSC Round ll - Grant NOFA Date: 01129/16 Approved bate: OS/16/17 Prep, Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSO-11200 Page 2 of 13 EXHIBIT D 4. Covenant Reoardina the Affordable Housing Development Prior to the disbursement of Program funds, the Recipient shall enter into a written Covenant Regarding the Affordable Housing Development ("Covenant") with the Department, and Including such •other parties as the Department may reasonably require, which shall require the development and construction of the Affordable Housing Development with, the number of units and the number of bedrooms per unit, the extent and depth of affordability, as set forth in Exhibit A, and other uses and amenities for which points were granted to the Application. The Covenant shall be recorded against the parcel or parcels of real property on which the Affordable Housing Development is to be located and shall be binding on all successors, transferees, and assignees acquiring an interest in the Affordable Housing Development as follows; A. For rental housing developments, the Covenant shalt require the continuation of the affordability of the Affordable Housing Development for a period of not less than 55 years from the date of the filing of a notice of completion for Affordable Housing Development. R, For homeownership housing developments, the Covenant shall require the continuation of the affordability for a period of not less than 30 years from the date of a filing of a Notice of Completion for the Affordable Housing Development. The affordability will be ensured through a resale restriction orequity sharing upon resale; C. The Department may waive this requirement, for the Covenant upon the Department's determination that sufficient protections are in place to ensure the development and continued operation and occupancy of the Affordable Housing Development in accordance with this Agreement, D: In addition to the Covenant, the Department may request, and if requested, the Recipient shall agree to and record a performance deedof trust ensuring the completion of the Work. Said performance deed of trust shall be recorded against the entire legal parcel underlying the object which it ensures is being constructed. Alternatively, the Department may require that the Covenant contain a power of sale clause, which may be exercised in the event that the Work is not timely completed, or in the event of an uncured breach of this Agreement. 5, Site Control The Recipient shall ensure that site control of the real property associated with the Work is sufficient to meet the requirements of the Program, This shall include, but not be limited to, ensuring the timely commencement of the Work as determined by the Department. Site control of the Work may be evidenced by one of the following: A, Fee title; 8. A leasehold interest on the property with provisions that enable the lessee to make Improvements on and encumber the property provided that the terms and conditions AHSC—Round 11 - Grant NOFA Date: 01129/16 Approved pate: 03/16/17 Prep, Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 3 of 13 of any proposed lease shall permit, prior to grant funding, compliance with all program requirements, C. An enforceable option to purchase or lease which shall extend through the anticipated date of the Program award as specified in the NOFA; D. An executed disposition and development agreement, right of way, or irrevocable offer of dedication to a Public Agency„ E. An executed encroachment permit for construction of improvements or facilities within the public right of way or on public land; F. An executed agreement with a public agency that gives the applicant exclusive rights to negotiate with the agency for the acquisition of the site; provided that the major terms of the acquisition have been agreed to by all parties, G. A land sales contract or enforceable agreement for acquisition of the property, or H. Other forms of site control that give the Department equivalent assurance that the applicant or developer will be able to complete the Work and all housing designated in the Application in a timely mangier and in accordance with all the requirements of the Program, The Recipient shall also obtain all licenses, easements and rights-of-way or other interests required for completion of the Work, and provide evidence of such Instruments prior to the first disbursement of Program funds. 61 Appraisals Recipient shall, at the request of the Department, provide an appraisal of the real property to be acquired as part of the Work, prepared in a form, and by a qualified appraiser, acceptable to the Department. Relocation Plan If there is or will be any residential or commercial displacement directly or indirectly caused by the Work, as defined In state law, the Recipient shall provide a relocation plan conforming to the requirements of state law and regulations issued by the Department in California Code of Regulations, Title 25, section 6000 et seq. In addition to the regulatory requirements, the relocation plan shall contain a line Item budget. The project and/or the development budget shall contain sufficient funds to pay all costs of relocation benefits and assistance as set forth in the relocation plan accepted by the Department. AI ISG — Round II - Grant NOFA Date: 01/29/16 Approved Date: 03/16/17 Prep. Date: 07120117 Meta Housing Corporation and City of Santa Ana 16-AHSC-11204 Page 4 of 13 WOR-B-IFE 8. Article XXX1V The Recipient shalt submit to the Department satisfactory evidence that the requirements of Article XXXIV of the California Constitution are inapplicable or have been satisfied as to the Affordable Housing Developments identified in the Recipient's Program Application. 9. Environmental Conditions The Recipient shall provide to the Department the following: X All Environmental Site Assessment ("ESA"} Reports (to include Phase I, II, Ill, supplemental or update assessments and reports) for the Work, in conformance with ASTM Standard Practice E 1527, evaluating whether the Work Is affected by any recognized environmental conditions, S. Documentation and/or a certification satisfactory to the Department that all ESA Report recommendations including remediation and/or mitigation work have been completed. C. Mitigation requirements required as a result of the Final Environmental impact Report ("EIR") or Mitigated Negative Declaration if applicable and evidence satisfactory to the Department that all mitigation requirements have been satisfied. 10. Com fiance with State and Federa Law ides Gu'det nes and aegulgtlons The Recipient agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Work, the Recipient, its Contractors or Subcontractors, and any grant activity. 11. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect, Therefore, the provisions of this Agreement are, and shall be, deemed severable. The Recipient shall notify the Department immediately of any claim or action undertaken by or against it which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the Interests of the Department. 12. Milestones Recipient shall ensure the completion of the designated activities within the times designated in Exhibit A and sub -exhibits, Performance Milestones, and as further set forth in the Disbursement Agreement. AHSC — Hound iI - Grant N©FA Date; 01%20/16 Approved Date: 03116/17 Prep. Gate: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 5 of 13 13, Insurance The Recipient shall have and maintain in full force and effect forms of insurance, at such levels and for such periods, in accordance with the Disbursement Agreement. 14, Chance of Conditions Notwithstanding the Department's obligations to provide payments pursuant to Exhibit a hereof, the Department reserves the right to evaluate the Recipient's need for Program funds based on new information or funding sources associated with the Work. If the Department determines that the Program funds, or a portion thereof, are no longer necessary to complete the Work, the Department may reduce the amount of the Grant accordingly, In the event the Department determines the Work is no longer financially feasible, any Grant commitment issued by the Department and this Agreement may be terminated. 115. Obligations of Recipient with Respect to certain Third Party Relationships The Recipient shall remain fully obligated under the provisions of this Agreement_notwithstanding its designation of any third party or parties for the undertaking of all or any part of the Work with respect to which assistance is being provided under this Agreement, The Recipient shall comply with all lawful requirements of the Department necessary to ensure the completion, occupancy and use of the Work in accordance with this Agreement, t6. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement or to require at any time performance by the Recipient of these, provisions shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions. •17: Identity of interests As a condition of disbursement, Recipient shall execute a Certificate of Identity of Interest ("Certificate") listing all relationships constituting an identity of interest with entities providing goods or services in connection with Recipient's performance of the Work. The Certificate shall be in a form provided by the Department. At the Department's request, Recipient shall submit contracts, Instruments, documents, correspondence or other writings relating to Recipient's relationship with entities listed in the Certificate. The existence and nature of such relationships shall be subject to the review and approval of the Department to the extent necessary to ensure compliance with Program requirements and this Agreement. AHSC — Round 11 - Grant NOFA Date: 01/29/16 Approved Date: 43715117 Prep, Date 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 6 of 13 DESIGN 18. Architect The Recipient shall utilize the services an architect and/or an engineer to provide professional design and engineering services for the Work. The contract shall require an architect and/or an engineer to supervise the construction work, conduct periodic site visits, prepare periodic Inspection reports, verify the validity of the construction contractor's payment requests, prepare or review change orders, and, upon completion of construction, provide the certification described in paragraph 33 of these General Conditions. At the request of the Department, Recipient shall submit any and all contracts for these services to the Department for its review and approval. 19. Plans and Specifications and Proiect Cost Estimates At the request of the Department, the Recipient shall submit plans and specifications and project cost estimates for the Work to the Department for its review and approval. The Work shall be constructed in substantial compliance with the plans and specifications, subject to any change order(s) accepted by the Department where such acceptance is required. At the request of the Department, the Recipient shall provide evidence acceptable to the Department that the total costs of the Work are reasonable and necessary for the proposed Improvements, To verify cost reasonableness, the Department may require qualified third party verification of cost, evidence of the competitive bidding of major cost components and appraisals. 21. Adaptabiilly and Accessibility The Work shall comply with all applicable federal, state and local laws regarding adaptability and accessibility for persons with disabilities in the design, construction and rehabilitation of projects, 22. Acoustics Report Upon request, the Recipient shall provide the Department with an acoustics report for the Affordable Housing Development in form acceptable to the Department, 23. Approval by Public Works Department Where approval by a local public works department, or its equivalent, is required for the Work, the Recipient must submit, prior to the disbursement of Grant funds, a statement from that department, or other documentation acceptable to the Department, indicating that the Work has been approved by that department AHSC - mound 11 - Grant NOTA Date; 01129116 Approved Date: 03/16/17 Prep, bate: 07/20f17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 7 of 13 CONSTRUCTION 24. Construction Contract Except for work performed by its own employees, the Recipient shag enter into a written construction contract or contracts ("Construction Contract(s)") with a duly licensed contractor or contractors ("Contractor(s)") for the construction activities of the Work, The Construction Contract(s) shall require, where applicable, prevailing wages be paid in conformance with Labor Code section 1720 et seq. and applicable provisions of this Agreement. The Construction Contract(s) and any amendments thereto shall be subject to the prior approval of the Department: 26. Contractor's Assurance of Corngletlon The Contractor(s) shall provide security to assure completion of the Work by furnishing the Recipient with Performance and Payment Bonds, or a Letter of Credit, which shall remain in effect during the entire term of the Construction Contract(s), and which shall be In a form and from an Issuer which is acceptable to the Department. The Performance Bond shall be in an amount at least equal to 100 percent of the approved construction costs included in the Construction Contract(s) to provide security for the faithful performance of the Construction Contract($) including a warranty period of at least 12 months after completion. The Payment Bond shall be in an amount at least equal to 100 percent of the approved construction costs included in the Construction Contract(s) to provide security for the payment of all persons performing labor on the Work and furnishing materials in connection with the Construction Contract, A Letter of Credit shall be in an amount equal to at least 20 percent of the approved construction costs included in the Construction Contract(s), in the form of an unconditional irrevocable, stand-by letter of credit. The Department shall be named as an additional obligee in the Bonds orae additional beneficiary under the Letter of Credit. 6, prevalling Wastes Pursuant to Section 113 of the Guidelines, for the purposes of the State Prevailing Wage Law (Labor Code Sections 1720-1781), a Grant under the Program shall be considered public funding for the construction, rehabilitation, demolition, relocation, preservation, or other physical improvement of the Work subject to the provisions of the State Prevailing Wage Law. Program funding of the Work shall not necessarily, in and of itself, be considered public funding of a Housing Development unless such funding Is otherwise considered public funding underthe State Prevailing Wage Law. It is not the intent of the Department to subject Housing Developments to the State Prevailing Wage Law by reason of Program funding of the Work in those circumstances where such public funding would not otherwise make the Housing Developments subject to the State Prevailing Wage Law. Although the use of Program funds does not require compliance with federal Davis -Bacon wages, other funding sources may require compliance with federal Davis - Bacon wages. The Recipient shall prepare a plan for compliance with this section, which plan shall be subject to the review and approval of the Department, AHSC - Round It - Grant NOFA Date: 01129/16 Approved Date: 03/18117 Prep, Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page & of 13 27. Construction Phase Information If requested by the Department, the Recipient shall provide the Department A. Information during the construction period including but not limited to all change orders and modifications to the construction documents, and all inspection reports of the Work, Upon written notice to Recipient, the Department may require Its advance written approval of all future change orders and modifications. Deviations from the plans and specifications which have the effect of reducing the quality, life or utility of a specified item or system must receive the prior written approval of the Department. Should change orders be submitted to the Department for its approval, they shall be deemed accepted if not rejected in writing within 10 business days of receipt by the Department, Recipient shall not authorize or approve any change orders rejected by the Department where the Department's approval is required, 8. Information during the construction period including but not limited to all change orders and modifications to the construction documents, .all inspection reports prepared by the Housing Development architect and other consultants, and information relative to the Housing Development income, expenses, occupancy, relocation benefits and expenses, contracts, operations and conditions of the Housing Development, Upon written notice to Recipient, the Department may require its advance written approval of all future change orders and modifications, Deviations from the plans and specifications which have the effect of reducing the quality, life or utility of a specified item or system must receive the prior written approval of the department. Should change orders be submitted to the Department for its approval, they shall be deemed accepted if not rejected in writing within 10 business days of receipt by the Department. Recipient shall not authorize or approve any change orders rejected by the Department where the Department's approval is required.. A. Recipient shall place signs on the construction site for the Work stating that the Department is providing financing through the AHSC Program in an appropriate location(s), typeface and size containing the following message; SANTA ANA ARTS COLLECTIVE BY FINANCING O CALIFORNIA CLIMATE INVESTMENT PROGRAM GROWTHTHROUGH THE STRATEGIC y f ! } ! fY i. AHSC — Round 11- Grant NOTA Dates 01/29116 Approved Date: 03/16/17 Prep. Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 9 of 13 8, The sign shall be maintained in a prominent location visible and legibleto the public through construction completion. If the job sign includes the acknowledgment and/or logo of one or more other public lenders or grantors, the Departmentacknowledgement and logo shall also be displayed in a similar size and layout. A copy of the Department and Program logo can be obtained by contacting the State Contract Coordinator. C. Upon installation of the sign, the Recipient shall submit a digital photograph thereof to the Department. The Recipient will also provide the Department, upon its request, with copies of any photographs that may be taken of the Work by or on behalf of the Recipient or its architect. The Recipient will provide an acceptable written consent and release agreement authorizing use of said photographs, all at no expense to the Department. 29, Siteinspection The Department reserves the right, upon reasonable notice, to inspect the Work site and any structures or other improvements thereon to determine whether the Work site meets the requirements of Program and this Agreement, If the Department reasonably determines that the site is not acceptable for the proposed Work in accordance with the Guidelines, the Department reserves the right to cancel its funding commitment and this Agreement. 30. Work Inspeotion A. The Department and any authorized representative of the Department shall have the right;: during construction and thereafter, to enter upon and inspect the construction of the Work to ensure that the construction is being and has been performed in 'accordance with the applicable Federal, State, and /or local requirements, the Guidelines and the terms of this Agreement Such right to inspect shall include, but shall not be limited to, the right to inspect all work done; all materials and equipment used or to be used, and all books and records, including payroll records, maintained in connection with the construction work. Such right of inspection shall be exercised in a reasonable manner. S. The Recipient shall be required to correct all circumstances found by such Inspections not to conform to the applicable Program requirements, and to withhold payment to the Contractor and/or Subcontractor(s) until action(s) to correct the non -conforming circumstances is/are corrected by the Recipient and approved by the. Department, C. The Department reserves the right to withhold payment for any costs found not to conform to applicable Program requirements until such actions have been taken to correct the non- conforming circumstances and such corrective actions have been approved by the Department, D, The Department shall have no affirmative duty to inspect the Work and shall incur no liability for failing to do so. Once having undertaken any Inspection, neither the Department nor any representative of the Department shall incur any liability for failing to make any such inspection properly, or for failing to complete any such inspection. The AHSC — Round Il - Grant NOFA Crate: 01/29/16 Approved Date: 03/16/17 Prep. bate: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 10 of 13 fact that such inspection may or may not have occurred shall not relieve the Recipient, the contractor, the construction lender, the architect, the structural engineer, the locality or anyone else of any obligation to inspect the Work. 31. AuditlRetention and Inspection A. The Department, its representatives or employees, or its delegates shall have the right to review, obtain, and copy all records pertaining to performance of the Agreement. Recipient shall provide the Department or its delegates with any relevant information requested and shall permit the Department or its delegatee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material, Recipient further agrees to maintain such records for a minimum period of four years after final payment under the Agreement, unless a longer period of records retention is stipulated. B. Payment for any cost which Is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the Department or Its designee by the Recipient. C. At any time during the term of this Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the Work, At the Department's request, the Recipient shall provide, at its own expense, a financial audit prepared by a certified public accountant. D. The audit shall be performed by a qualified State, Department, local or independent auditor. The Agreement for audit shall include a clause which permits access by the Department to the independent auditor's working papers. E If there are audit findings, the Recipient shall submit a detailed response to the Department for each audit finding. The Department will review the response and, if it agrees with the response, the audit process ends and the Department will notify the Recipient in writing. If the Department is hot in agreement, the Recipient will be contacted in writing and will be informed as to the corrective actions required to cure any audit deficiencies. This action could include the repayment of disallowed costs or other remediation, F. If so directed by the Department upon termination of this Agreement, the Recipient shall cause all records, accounts, documentation and all other materials relevant to this Agreement to be delivered to the Department as depository. AMSC — Round It Grant NOFA Date: 01/29/16 Approved Date: 03116/17 Prep. Gate: 07/20117 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 11 of 13 COMPLETION OF CONSTRUCTiON 32, Relocation PlaI3 implementation Report The Recipient shall provide a report, in a form acceptable to the Department, summarizing the actions taken and identifying all recipients of relocation assistance and benefits, and the amounts paid, and benefits provided, to or on behalf of each recipient. 33. Architect Certification Where required by the Department, _the Recipient shall cause the Work architect(s) or other appropriate professional to certify to the Department, in form acceptable to the Department, that all construction is completed in accordance with the vas -built" Plans and Specifications and in compliance with all applicable federal, state and local laws relating to disabled accessibility. 34. Gast Certification At the request of the Department, the Recipient shall submit a Work cost certification that shall have been audited by an independent certified public accountant in accordance with the requirements of the Department and the California Tax Credit Allocation Committee, if applicable. The Recipient (and the developer or builder if there is an identity of interest with the Recipient) shall keep and maintain records of all construction costs not representing work done under the construction contract and to make such records available for review by the Department. The Recipient shall provide to the Department a'certified copy of any Notice of Completion for the Housing Development recorded in the county in which the Housing Development is located, 36. "As -Built" Plans and Specifications Upon completion, at the request of the Department, the Recipient shall submit "as -built" plans and specifications for the Work and Housing Development acceptable to the Department. 37, Confirmation of Permitted Housing Units Conditions precedent to the first disbursement of Program funds shall include receipt of all required public agency entitlements and all required funding commitments for the Affordable Housing Development. The housing units to be developed In the Affordable Housing Development must be completed, as evidenced by receipt of a certificate of occupancy, within the time period established in this Agreement. AHSC — Round II -Grant NAPA Date: 01129116 Approved bate: 03116/17 Prep. Date,_Q7/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC»11200 Page 12 of 13 REPORTING REgU1REMEMI'S 3& Reports on California Climate Investments Upon Department's request, Recipient shall provide to the Department any and all necessary data that is required to be reported pursuant to the most recently adopted guidelines for California Climate Investments by the California Air Resources Board. Recipient shall submit, upon request of the Department, a periodic performance report regarding the construction or implementation of the Work. The reports will be filed on forms provided by the Department. Recipient shall submit to the Department periodic reports, as required by the Department, but not less than annually, describing the development, construction and occupancy of the Affordable Housing Development and the housing designated in the Application. The report shall include, but not limited to, information regarding unit affordability and occupancy, construction and permanentfinancing evidenced by commitment letters, and a construction and completion schedule demonstrating compliance with this Agreement and the Guidelines, The reports will be riled on forms provided by the Department. 41. Updated Inforrynat€on Recipient shall provide the Department updated documentation for any substantial change in the Information previously provided relating to the Work and the conditions described above, 42. Monitoring Requirements The Program may perform program and/or fiscal monitoring of the Grant. The Recipient agrees to cooperate with any such monitoring and provide reasonable access to all Work files, records, documents and other information to employees or representatives of the Department, The Recipient shall resolve any monitoring findings to the Program's satisfaction by the deadlines set by the Department, REPAYMENT OF GRANT FUNDS 43. Breach of this Apireement In the event of a breach or violation by the Recipient of any of the provisions of this Agreement, including without limitation, the times for commencement and completion of the construction of the Affordable Housing Development and the housing designated in the Application as set forth in Paragraph I.B. of this Exhibit D, the Department may give written notice to the Recipient to cure the breach or violation within a period of not less than 30 days. If the breach or violation is AHSC — Round II - Grant NOFA Date: 01/29116 Approved Date: 03/16117 Prep. Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 13 of 13 not cured to the satisfaction of the Department within the specified time period, the Department, at its option, may declare a default of the Agreement and may seek remedies for the default, including the following: A. The Department may terminate this Agreement and demand repayment of the Program funds to the extent that work for costs to be paid by Program funds as provided in Exhibit B remains unperformed or uncompleted. Recipient shall be liable for all costs to complete all such uncompleted or unperformed work. S. The Department may seek, In a court of competent jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the Work in accordance with Program requirements. C. The Department may seek such other remedies as may be available under this Agreement or any law, D, This Agreement may be canceled by the Department under any of the following conditions: 1) An uncured breach or violation by Recipient of this Agreement or the Disbursement Agreement. 2) The objectives and requirements of the Program cannot be met by continuing the commitment or this Standard Agreement, 3} Construction of the Work or Housing Development cannot proceed in a timely fashion In accordance with the Performance Milestones in Exhibit A of this Agreement! 4) Funding or disbursement conditions have not been or cannot be fulfilled within required time periods. AHSC —Round 11- Grant NOFA Date: 01/29/16 Approved Lute'. 03/16117 Prep. Date: 07/20/17 Meta Housing Corporation and City of Santa Ana 16-.AHSC-11200 Page 1 of 1 EXHIBIT E ,Affordable Housjn_q and Sustainable Communities AHSC Program Gan The following Special Terms and Conditions are applicable to this Standard Agreement: No= AHSC —Round A - Grant NOFA Date: 01?29/16 Approved Date: 03116117 Prep. slate: 07/20117 DEPARTMENT OF HOUSING AND COMMUNITY I DIVISION OF FINANCIAL ASSISTANCE Affordable Housing and Sustainable Communities Program 2924 W. El Camino Avenue Suite 650, 95633 PA Box 952054 Sacramento, CA 94252-2064 (916) 263-27711 FAX (916) 263-2762 www,hcd.ca.gov Mr. Chris Maffris Senior Vice President Meta Housing Corporation 1640 South Sepulveda Blvd Suite 425 Los Angeles, CA 90025 Mr. Judson Brown Housing Division Manager Community Development Agency Housing and Neighborhood Development Division City of Santa Ana 20 Civic Center Plaza (M-26) Santa Ana, CA 52701 Re: 1H-AHSC-11200, Santa Ana Arts Collective Dear Mr._Maffris and Mr, Brown: �aem+uNipp. 'o ^ Y s•�ntlppAtilA� Attached is an electronic copy of the Affordable Housing and Sustainable Communities Program Grant (AHSC) Standard Agreement 16-AHSC-11204 (Agreement) with Exhibits A through E. A. Standard Agreement (STD 213 and Exhibits A through Et STD 213 Cover page Exhibit A; - Authority, Purpose and Scope of Work A-4 — Program Costs A-5 — Sustainable Transportation Infrastructure Exhibit B - Budget Detail and Payment Provisions Exhibit C - State of California General Terms and Conditions - GTC 04/2017 Exhibit C is now incorporated by reference; please see the STD 213 for additional Information. Exhibit D — AHSC Terms and Conditions Exhibit E Special Terms and Conditions B. For expeditious handling of thecontract, please complete the following: Review the entire Agreement thoroughly and, if necessary, discuss the requirements with your legal and financial advisors. 2. Print five copies of the first page of the Standard Agreement, STD 213 (do not print`a copy of the exhibits for HCD), Meta Housing Corporation and City of Santa Ana 16-AHSC-11200 Page 2 The person authorized by the Resolution must provide an original signature, printed name, title and date on the lower left-hand section entitled "Contractor" on each copy of the STD 213, 3. 4. If the authorized designee as reflected in the resolution, the grant amount or your grantee status has changed, you are required to provide the Affordable Housing and Sustainable Communities Program with a new resolution consistent with the terms of the grant award and adopted by your Board, 5. Return five signed copies of the STD 213 to the following address: Department of Housing and Community Development Business & Contract Services Branch Contracts Of ice 2020 W. EI Camino Avenue, Suite 330 Sacramento, CA 95833 6. Maintain a complete electronic version of the STC} 219 and Exhibits A through D for your pending file. (Note: The contract is not effective until It is signed by the Grantee's designated official and the Department). Should you have any questions, please calf Conant Radcliffe, Contract Representative, at (916) 263-1463. Sincerely, Jahn Nunn r¢drd'mMaka N4FA a Awards Section Sabrina Sassman, Chief NOTA and Awards Section Enclosures cc: Contracts Office Contract Manager