META HOUSING CORPORATION (SANTA ANA COLLECTIVE LLC PROJECT) - 2017

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A-2017-177 INDEMNITY AGREEMENT This Indemnity Agreement (the "Agreement") is made and entered into as of this t,T"day of July, 2017, by and between Meta Housing Corporation, a California corporation ("Meta"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (the "City"), with reference to the following recitals of fact: RECITALS: A. WHEREAS, Meta is a member of Santa Ana Arts Collective LLC, a California limited liability company (the "Administrative General Partner"), the administrative general partner of Santa Ana Arts Collective L.P., a California limited partnership (the "Partnership"). B. WHEREAS, the Partnership owns and wishes to develop an adaptive reuse project consisting of a fifty-eight (58) unit multi-family residential affordable housing development, with live/work units and a possible commercial art studio, as well as a community room (the "Project") located at 1666 N. Main Street, within the City of Santa Ana, California (the "Property"). C. The State of California, the Strategic Growth Council and the Department of Housing and Community Development ("HCD") issued a Notice of Funding Availability dated January 30, 2015 as amended TBD (the "AHSC NOFA"), under the Affordable Housing and Sustainable Communities ("AHSC") Program established under Division 44, Part 1 of the Public Resources Code, commencing with Section 75200. D. Meta and the City, as co-applicants, applied for AHSC Program Funds in response to the AHSC NOFA to provide funding for the Project as well as funding for public improvements to be constructed by the City. E. HCD awarded Meta and the City an aggregate amount of$6,254,630 in AHSC Program Funds consisting of(A) $4,944,130 of AHSC Program Loan Funds for a permanent loan for the Project ("AHSC Loan") and (B) $1,288,000 of AHSC Program Grant Funds for a grant which will be disbursed to the City ("AHSC City Grant") to be used for the City's Sustainable Transportation Infrastructure ("STI") and (C) $22,500 of AHSC Program Grant Funds for a grant which will be disbursed to the Sponsor ("AHSC Sponsor Grant") to be used to support the Southern California Association of Governments' Go Human program (the AHSC City Grant and ASHC Sponsor Grant shall be collectively referred to herein as the "AHSC Grant", and collectively with the AHSC Loan, the "AHSC Financing"). F. The City and Meta are required to enter into a Standard Agreement for the AHSC Loan (the "AHSC Loan Standard Agreement") and a Standard Agreement for the AHSC Grant (the "AHSC Grant Standard Agreement", and collectively with the AHSC Loan Standard Agreement, the "AHSC Standard Agreements") with HCD where each will be jointly and severally liable for the full and timely performance by the Partnership and the City to complete the obligations set forth in the AHSC Standard Agreements, including completion of the Project and the transit-oriented infrastructure. G. In order to induce the City to agree to enter into the AHSC Standard Agreements (collectively, the "Standard Agreements"), Meta has agreed to indemnify the City in accordance with the provisions set forth below. In order to induce Meta to agree to enter into the AHSC 1 Indemnity Agreement 50162551.2