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i0a:11-111 a <br />AHSC IMPLEMENTATION AGREEMENT <br />THIS AHSC IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT (the <br />"Agreement") is made and entered into as of February 4, 2020, between City of Santa Ana <br />("Agency"), and National Community Renaissance of California, a California nonprofit public <br />benefit corporation ("Developer", and collectively with the Agency, the "Parties", or <br />individually, a "Party"), upon the basis of the following facts, understanding and intentions of <br />the parties: <br />A. The State of California, the Strategic Growth Council ("SGC") and the <br />Department of Housing and Community Development ("HCD") issued a Notice of Funding <br />Availability dated November 1, 2019 (the "AHSC NOFA"), under the Affordable Housing and <br />Sustainable Communities ("AHSC") Program established under Division 44, Part 1 of the Public <br />Resources Code, commencing with Section 75200. <br />B. Developer is applying for AHSC funds in response to the AHSC NOFA to <br />provide funding for (A) construction of Legacy Square, a 93-unit affordable housing project <br />located at 609 N. Spurgeon Street in the City of Santa Ana (the "Housing Project'); (B) the <br />construction of certain housing related infrastructure (the "HRI Improvements"); (C) the <br />construction of certain sustainable transportation infrastructure (the "STI Improvements"); (D) <br />the construction of certain transit related amenities (the "TRA Improvements"); and (E) certain <br />costs related to educational programs (the "AHSC Programs"). These improvements will be <br />described in more detail in the Final Application to be submitted by February 11, 2020 <br />(collectively, the "AHSC Application"). <br />C. The AHSC Application seeks an award to the Developer in an aggregate amount <br />not to exceed $30,000,000 in AHSC funds including a loan (the "AHSC Loan") not to exceed <br />$18,000,000 for an Affordable Housing Development (AHD) and a grant (the "AHSC Grant') in <br />an amount not to exceed $12,000,000 for Housing -Related Infrastructure (HRI), Sustainable <br />Transportation Infrastructure (STI), Transit -Related Amenities (TRA) or Program (PGM) <br />activities as defined the AHSC Program Guidelines adopted by SGC on October 31, 2019. The <br />AHSC Grant funds will be disbursed to the Developer. If awarded AHSC Grant funds, up to <br />$2,000,000 thereof shall be transferred to the City for the purpose of constructing STI <br />Improvements and TRA Improvements. More specifically, the proposed improvements include <br />a bikeway installation, crosswalk enhancements, sidewalk improvements, urban greening and <br />traffic calming within the project area. These improvements will be described in more detail in <br />the AHSC Application to be submitted by February 11, 2020. <br />D. The Agency and Developer are required to enter into this Agreement in order to <br />comply with the specific AHSC Program Threshold Requirement stated in Section 106 (a) 12 <br />(A) of the 2019 AHSC Program Guidelines dated October 31, 2019 (the "Transportation Agency <br />Prior Experience Threshold Requirement'). This section of the guidelines dictates that applicants <br />must demonstrate prior experience by providing evidence of at least two prior projects that are <br />similar to the proposed AHSC project in scope and size, which have been completed by the <br />applicant, or joint applicant, during the ten (10) years preceding the application due date. This <br />section of the guidelines also states that the applicants may demonstrate the requisite experience <br />by using the past experience of work completed of a non -applicant so long as the applicants can <br />provide an executed agreement with that specific non -applicant for the completion of the related <br />55,�-7 <br />