l:4 Report No:

Meeting Date

16-137a

November 8, 2017

Alameda-Contra Costa Transit District

STAFF R E PO RTTO:

FROM:

SUBJECT

AC Transit Boa rd of Directors

Michael A. Hursh, General Manager

Aff ordable Housing and Sustainable Communities Grant Award

ACTION ITEM

RECOMMENDED ACTION($);

Consider

l Adopting Resolution No. 17-039 authorizing the General Manager or his designee toexecute a disbursement agreement and related documents under the State ofCalifornia's Affordable Housing and Sustainable Communities Program(AHSC) as ajoint

applicant and joint grantee with Satellite Affordable Housing Associates(SAHA) and withthe City of Berkeley in connection with the housing development project at 2748 SanPablo Avenue, Berkeley, California;Authorizing the General Manager or his designee to negotiate and execute documentsrelated to a Consortium Agreement with Contra Costa County Transit Authority (CCCTAIfor the procurement of one(1) 40-foot Gillig hybrid-electric bus.

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BACKGROUND/RATIONALE

On June 8, 2016, the Board authorized staff to submit seven applications to the CaliforniaStrategic Growth Council(SGC) for the AHSC funding program. This funding program presentedan opportunity to fund expansion buses to fulfillthe increased service levels called for in AC Go.The table below shows the four awarded projects the District was a partner to and the fundsthat the District can receive:

DevelopmentGrayson Street ApartmentsGrayson St and San Pablo, Berkeley(SABA)Coliseum ConnectionsSnell St and 71st Ave, OaklandIOEDC and Urban Core)Lakehouse/E12130 East 12th St. Oakland(East Bay Asian LocaIDevelopment Corp)Empyrean-Harrison344 13th St, Oakland(RCD)

District Project Funding

$783,000Hybrid Expansion Bus

East Bay BRTHybrid Expansion Bus

$3,380,750$783,000

Hybrid Expansion Bus $783,000

Hybrid Expansion Bus $783,000

For affordable housing developments located within a half-mile of a District route improved bythe AC Go, staff proposed purchasing a hybrid expansion bus. The Coliseum Connections

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development application also includes funds for the East Bay Bus Rapid Transit (BRT) projectthat willhelp cover the BRT project costs. Each application also included funding that willgo todevelopers for EasyPass purchases for future housing development residents for three years.

In order to receive the funds, the District must submit the attached resolution authorizing theGeneraIManager or his designee to execute the funding agreements. The agreements willthenallow the District to be reimbursed for eligible expenses as well as for the developer to beginconstruction. The AHSC grant program is new and so the resolution content and the fundingagreement documents were not available when staff first came to the Board for approval tosubmit the applications in June of 2016. While the SGC handled the application and awardprocess, the California Department of Housing and Community Development(HCD) is chargedwith entering into the legalagreements with recipients and disbursing the grant funds.

The developer of the Grayson Street Apartments project has requested the District adopt thisresolution as soon as possible to avoid delays and significant losses in financing for the project.Staff willwork with the remaining three developers to agree to the same terms and present theinformation at a future Board meeting. Since HCD has agreed to the terms of this grantagreement, staff believes they should serve as templates for the remaining three grants(Coliseum, Lakehouse, and Empyrean-Harrison).

The Grayson Street Apartments project proposes the construction of a new mixed-use infilldevelopment on San Pablo Avenue in Berkeley in a community with a population that has beenidentified as eighty-five percent disadvantaged. It includes more than 2,000 square feet ofground-floor commercial space as wellas 23 affordable apartments consisting of nine units foryouth transitioning out of the foster system and three units for people living with HIV/AIDS.

Staff was informed by the SGC that the District will need to be a grant recipient along with theCity of Berkeley and SAHA, as opposed to being a sub-recipient to either of those entities. Staffhas negotiated changes to the various agreement documents to ensure that the District is onlyresponsible for purchasing a new hybrid bus and augmenting service on Sacramento Ave(Line88). In order to address concerns raised by the Board last year and to limit District liabilities,the agreements now clearly state (in Exhibit E) that the District is not responsible for thehousing development, nor are we a party to the housing development construction financing

Along with the resolution and authorization for execution of the grant agreements, staff isrequesting the Board authorize the purchase of the hybrid electric expansion bus. The Districtwill purchase the bus(as wellas potentialfuture buses) under the existing consortium contractapproved by the Board in November of 2013. If and when the grant agreements are finalizedand signed for the remaining three developments, staff willreturn to the Board with the detailsof those grant agreements and the bus purchases related to the other three developments.

BUDGETARY/FISCAL IMPACT

The AHSC grant program willprovide the District with$783,000 in Cap and Trade funds for thepurchase of a hybrid expansion bus to augment transit service for the Grayson StreetApartments Project. There is no local match requirement for the District, and the funds areplanned to cover 100 percent of the bus cost.

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ADVANTAGES/DISADVANTAGES

The advantage to approving this resolution is that the District will receive $783,000 in grantfunds and be able to purchase the hybrid bus for AC Go expanded service.

One minor disadvantage to approving the resolution would be a smallrisk that in the event ofbankruptcy or some other lack of delivery on the part of SAHA in providing their portion of thetransportation grant components(bicycle education and transit passes), AC Transit may be heldliable in the amount of$22,846.

Not authorizing this resolution prevents the Grayson Street Apartments development frommoving forward and prohibits the District from accessing grant funds for the bus purchase.

ALTERNATIVES ANALYSIS

There are no viable alternatives to approving the resolution and related grant agreements

PRIOR RELEVANT BOARD ACTION/POLICIES

16-137 - FY 2015-].6 Affordable Housing & Sustainable Communities Grant Application13-273 -- Procurement of Buses under CCCTA Consortium

ATTACHMENTS

l2

3

Reso[ution ].7-039

Indemnity Agreement between SAHA and AC TransitExhibit E(to Standard Agreement)

Approved by:

Reviewed by:

Claudia L. Allen, Chief FinancialOfficer

Denise C. Standridge, GeneralCounselChris Andrichak, Director of Management and BudgetJim Cunradi, Transportation Planning ManagerPeter Brown, Manager of CapitalPlanning & GrantsPrepared by:

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SR 16-137aAttachment I

ALAMEDA-CONTRA COSTA TRANSIT DISTRICT

RESOLUTION NO. 17-039

A RESOLUTION AUTHORIZING THE GENERAL MANAGER OR HIS DESIGNEE TO EXECUTE ADISBURSEMENT AGREEMENT AND RELATED DOCUMENTS UNDER THE STATE OF

CALIFORNIA'S AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM ("AHSC

PROGRAM") AS A JOINT APPLICANT AND JOINT GRANTEE WITH SATELLITE AFFORDABLE

HOUSING ASSOCIATES("SAHA") AND WITH THE CITY OF BERKELEY("CITY") IN CONNECTIONwiTH 'rHE PROIECr AT 2748 SAN PABLO AVENUE, BERKELEY, CALIFORNIA(THE "pROIEa").

WHEREAS, the AHSC Program was established by Division 44, Part I of the PublicResources Code of the State of California(Section 75200 et seq.); and

WHEREAS, the AHSC Program was developed and is administered by the Strategic GrowthCouncil("SGC"), which adopted the 2015-2016 AHSC Guidelines, dated December 17, 2015(theGuidelines"); and

WHEREAS, the Guidelines state that the State of California, Department of Housing andCommunity Development(HCD) shall implement the transportation, housing and infrastructurecomponent of the AHSC Program; and

WHEREAS, the AHSC Program provides grants and loans to applicants identified througha competitive process for the development of projects that, per the Guidelines, will achievegreenhouse gas reductions and benefit disadvantaged communities through increasedaccessibility to affordable housing, employment centers and key destinations via low-carbontransportation; and

WHEREAS, the application selection and scoring criteria in the Guidelines state thatadditional points will be awarded to joint applications from a housing developer and a publicagency that has authority over public transit ortransportation infrastructure, such as the District;and

WHEREAS, the State of California, the SGC and HCD have issued a Notice of FundingAvailability("NOFA") dated January 29, 2016, under the AHSC Program; and

WHEREAS, the SGC is authorized to approve funding allocations for the AHSC Program,subject to the terms and conditions of the NOFA, the Guidelines, the Application Package, andthe Standard Agreement and HCD is authorized to administer the approved funding allocationsof the AHSC Program; and

WHEREAS, SAHA, CITY and the District have applied for AHSC Program funds in an amountnot to exceed $805,846(the "AHSC Grant") and submitted an application package to HCD; and

WHEREAS, the District willuse a portion of the AHSC Grant in the amount of$783,000 topurchase a 40-foot hybrid bus no later than June 1, 2021, to operate on Sacramento Avenuejcurrently named Route 88) which services the Project; and

Resolution No. 17-039 Page I of34 of 14

SR 16-137aAttachment I

WHEREAS, SAHA willuse a portion of the AHSC Grant in the amount of $22,846 to fund atransportation reserve to provide the following (3) three programs to residents of the Project,for the first (3) three years of operations: (1) SAHA will provide the District's bus passes toresidents free of charge, one pass per bedroom, through the District's EasyPass program; (21HAHA will partner with Bike East Bay to offer onsite bicycle education workshops to residents ofthe Project;(3) Residents of the project who do not own bicycles willbe eligible forfree bikesharememberships or bicycle donations.

NOW THEREFORE, the Board of Directors of the Alameda-Contra Costa Transit Districtdoes resolve as follows:

Section 1. The District is hereby authorized and directed to incur an obligation fortheAHSC Grant. That in connection with the AHSC Grant, the District is authorized and directed toenter into, execute, and deliver a State of California Standard Agreement in the amount not toexceed$783,000 and any and allother documents required or deemed necessary or appropriateto carry into effect the full intent and purpose of the above resolution, in order to evidence theAHSC Grant, the District's obligations related thereto, and the Department's security therefore;including, but not limited to, a disbursement agreement, a covenant and certain otherdocuments required by the Department as security for, evidence of or pertaining to the AHSCGrant, and allamendments thereto(collectively, the ''AHSC Grant Documents").

Section 2. The District shall be subject to the terms and conditions as specified in theStandard Agreement(s). Funds are to be used for allowable capitalasset project expenditures tobe identified in Exhibit A of the Standard Agreement(s). The application in fullis incorporated aspart of the Standard Agreements(s). Any and all activities funded, information provided, andtimelines represented in the application are enforceable through the Standard Agreement(s).The Corporation hereby agrees to use the funds for eligible capital asset(s) in the mannerpresented in the application as approved by the Department and in accordance with the NOFA,Program Guidelines and application package

Section 3. This resolution shall become effective immediately upon its passage byfour affirmative votes of the Board of Directors, and the General Manager (or his designee) ishereby authorized to execute the AHSC Grant Documents, and any amendment or modificationsthereto, on behalf of the District.

PASSED AND ADOPTED this 8th day of November 2017

Elsa Ortiz, President

Attest

Resolution No. 17-039 Page 2 of35 of 14

SR 16-137aAttachment I

Linda A. Nemeroff, District Secretary

1, Linda A. Nemeroff, District Secretary for the Alameda-Contra Costa Transit District, do

hereby certify that the foregoing Resolution was passed and adopted at a regular meeting of theBoard of Directors held on the 8th day of November 2017, by the following rollcallvote:

AYES:

NOES:

ABSENT:

ABSTAIN

Linda A. Nemeroff, District Secretary

Approved as to Form and Content

Denise C. Standridge, GeneralCounsel

Resolution No. 17-039 Page 3 of36 of 14

SR 1 6-137aAU 2

AHSC IMPLEMENTATION ANDMUTUAL INDEMNITY AGREEMENT

Grayson Apartments Housing and Transportation Improvements Project

THIS AHSC IMPLEMENTATION AND MUTUAL, INDEX\4NTTYAGREEMENT (the''Agreement") is made and entered into as of October , 2017, between Alameda-Contra CostaTransit District ("AC Transit") and Satellite Affordable Housing Associates, a Califomia nonprofitpublic benefit corporation ("Developer"), upon the basis of the following facts, understanding andintentions of the parties:

A. The State of California, the Strategic Growth Council ("SGC") and the Departmentof Housing and Community Development ("HCD") issued a Notice of Funding Availability dated[January 29, 201 6 as amended June 17, 201 6] (the "AHSC NOFA"), under the AfFordab]e Housingand Sustainable Communities ("AHSC") Program established under Division 44, Part I of thePublic Resources Code, commencing with Section 75200.

B. Developer, the City of Berkeley (the "City"), and AC Transit, as joint applicants(the "Applicants"), applied for AHSC Funds in response to the AHSC NOFA to provide fundingfor (A) construction of the Grayson Apartments affordable housing project in Berkeley, California(the "Housing Project"); (B) the purchase of a new hybrid bus for AC Transit service along SanPablo Avenue (the "Bus Purchase") and (C) the purchase of AC Transit passes, the provision ofbicycle education classes and bike share memberships or bicycle donations for residents of theHousing Project (the "Transportation Program"). These improvements are described in moredetail in the Concept Application submitted on and the Final Application submitted on

(collectively, the "AHSC Application").

C. HCD awarded the Applicants an aggregate amount of $3,755,326 in AHSC Fundsconsisting of(A) $2,949,480 of AHSC Loan Funds for a permanent loan ("AHSC Housing Loan")which will be disbursed to Grayson Apartments, L.P. (the "Partnership"), a Califomia limitedpartnership controlled by an afHlliate of Developer, for construction of the Housing Project, and(B) $805,846 of AHSC Grant Funds (the "AHSC Grant") shall be used for the purpose ofreimbursing the cost of the Bus Purchase and the Transportation Program. The AHSC HousingLoan and the AHSC Grant are collectively referred to herein as the "AHSC Financing."

D. The Developer is required to enter into a Standard Agreement for the AHSC Loan(the "AHSC Loan Standard Agreement"). The City, Developer and AC Transit are required toenter into 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 bythe parties to complete the obligations set forth in the AHSC Standard Agreements, includingcompletion of the Housing Project, the Bus Purchase and the Transportation Agreement, asdescribed in the AHSC Application.

E. AC Transit shall be responsible for implementing the Bus Purchase and all costsand expenses related thereto, and Developer, or an affiliate thereof. shall be responsible forconstructing and developing the Housing Project and all costs and expenses related thereto, and

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SR 16-137aAn 2

for implementing the Transportation Program and all costs and expenses related thereto. Under theAHSC program guidelines, each party is jointly and severally liable for the completion of allrequirements under the AHSC Documents (as defined below). AC Transit and Developer eachacknowledge and agree that the inability or failure by either party to fully and timely completeeach party's respective improvements required by the AHSC Standard Agreements may affect thetiming and right of the other pat.ty to receive disbursement of AHSC finds due the other partynotwithstanding the other party's full and timely performance of its obligations.

F. Each party desires to enter into this Agreement to set forth its agreement toindemnify the other party relating to performance of its respective obligations under the AHSCfinding application, the AHSC Standard Agreements and any related funding agreements(collectively, the "AHSC Documents").

NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forthherein, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1 . AC Transit Indemnitv. AC Transit is responsible for using a portion of the AHSCGrant proceeds in the amount of $783,000 to implement the Bus Purchase in accordance with theAHSC Grant Standard Agreement, including, but not limited to, any disbursement deadlines. ACTransit shall indemnify, defend, protect, and hold harmless Developer, and its affiliates, directors,ofnlcers, partners, members, agents and employees (each, an "Developer Indemnified Party")against any and all claims, actions, suits, causes of action, losses, liabilities, injuries, costs,damages, or expenses (collectively, "Claims"), including, without limitation, any direct, indirector consequential loss, liability, damage, or expense, court costs and attomeys' fees, arising out ofor in connection with the AC Transit's perfomlance of or failure to perform its obligations tocomplete the Bus Purchase, in the manner and within the time periods, and to otherwise performany covenants, set forth in the AHSC Documents, including any claims, losses or liabilities of thePartnership caused by a breach or default under the AHSC Grant documents that triggers a defaultunder the AHSC Housing Loan. However, in no event shall the Developer Indemnified Party beindemnified hereunder for any Claims resulting from such party's sole negligence or willfulmisconduct. AC Transit agrees to pay all of the Developer Indemnified Party's costs and expenses,including attorneys' fees, which may be incurred in any effort to enforce any term of thisAgreement, including, but not limited to, all such costs and expenses which may be incurred byany Developer Indemnified Party in any legal action, reference or arbitration proceeding broughtby HCD or other third party.

2. Develooer Indemnitv. Developer is responsible for using the proceeds of the AHSCLoan and a portion of the AHSC Grant proceeds in the amount of $22,846, and other funds asdocumented in the AHSC Application, to fund the Housing Project and the TransportationProgram in accordance with the AHSC Standard Agreements. Developer shall indemnify, defend,protect, and hold harmless the AC Transit and its afUlliates, directors, officers, partners, members,agents and employees (each, an ''AC Transit Indemnified Party") against any and all Claims,including, without limitation, any direct, indirect or consequential loss, liability, damage, orexpense, court costs and attorneys' fees, arising out of or in connection with Developer's, and its

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SR 16-1 37aAU 2

agents, contractors and consultants', perfomlance of or failure to perform its obligations tocomplete construction and development of the Housing Development and its obligation to fundthe Transportation Program, in the manner and within the time periods, and to otherwise performany covenants, set forth in the AHSC Documents. However, in no event shall the AC TransitIndemnified Party be indemnified hereunder for any Claims resulting from such patty's solenegligence or willful misconduct. Developer agrees to pay all of the costs and expenses of the ACTransit Indemnified Party, including attomeys' fees, which may be incurred in any effort to enforceany term of this Agreement, including, but not limited to, all such costs and expenses which maybe incurred by any AC Transit Indemnified Party in any legal action, reference or arbitrationproceeding brought by HCD or other third party. Developer and AC Transit shall also each bereferred to in this Agreement as an "lndemnitor."

3. SubQdulQ pf Pert ormance. AC Transit shall take all actions necessary to place theorder for the Bus Purchase within ninety (90) days acer AC Transit executes the AHSC GrantStandard Agreement. In addition, AC Transit shall take all other actions necessary to complywith the schedule of performance set forth in Exhibit A attached hereto.

4. Cost Overruns. Developer shall be responsible for paying all costs required tocomplete the Housing Project and to implement the Transportation Program, inespective ofwhether such costs exceeds the AHSC Housing Loan and the portion of the AHSC Grantdesignated for the Transportation Program. AC Transit shall be responsible for paying all costsrequired for the Bus Purchase irrespective of whether such costs exceed the portion of the AHSCGrant designated for the Bus Purchase and other funds allocated to the project.

5. Payment of AHSC Funds. Developer and AC Transit agree that $783,000 of theAHSC Grant shall be reimbursed directly to AC Transit, and $22,846 of the AHSC Grant shall bereimbursed directly to Developer for purchase of the Bus Passes. The parties further agree that allof the AHSC Loan finds shall be disbursed directly to Developer or its designee.

6. !gp!!fg$. Formal notices, demands, and communications between the parties shallbe sufHlciently given if. and shall not be deemed given unless, dispatched by registered or certiHledmail, postage prepaid, return receipt requested, or delivered by express delivery service, retumreceipt requested, or delivered personally, to the principal office of the parties as follows:

AC Transit

Developer

Satellite Affordable Housing AssociatesAttention: Executive Director1 835 Alcatraz Ave

Berkeley, CA 94703

Partnership

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SR 1 6- 137aAH 2

Grayson Apartments, L.PAttention: General Partner1 835 Alcatraz AveBerkeley, CA 94703

7. Eyg111g.!!!:Default. The occurrence of any of the following events shall constitutean Event of Default under this Agreement:

(a) An Tndemnitor fails to perform any of its obligations under thisAgreement, and does not cure such failure within 30 days after written notice of such failure hasbeen delivered to the defaulting party in accordance with Section 3 above; or

(b) An Indemmtor purports to revoke this Agreement or this Agreementbecomes ineffective for any reason.

8. Termination. This Agreement shall terminate upon the earlier of: (i) completion ofthe Housing Project, Bus Purchase and Tranportation Program in accordance with all terms andconditions set forth in the AHSC Documents; or (ii) mutual agreement of the parties hereto.

9. Intentionally omitted

10. Miscellaneous

(a) Nothing in this Agreement shall be construed to limit any claim or rightwhich any party may otherwise have at any time against an Indemnitor or any other person arisingfrom any source other than this Agreement, including any claim for fraud, misrepresentation,waste, or breach of contract other than this Agreement, and any rights of contribution or indemnityunder any federal or state environmental law or any other applicable law, regulation, or ordinance.

(b) if any party delays in exercising or fails to exercise any right or remedyagainst an Indemnitor, that alone shall not be construed as a waiver of such right or remedy. Allremedies of any Indemnified Party or AC Transit Indemnified Party against an Indemmtor arecumulative.

(c) This Agreement shall be binding upon and inure to the benefit of each ofthe parties hereto and their respective representatives, heirs, executor, administrators, successors,and assigns. This Agreement may not be amended except by a written instrument executed by theparties hereto.

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SR 16-137aAU 2

(d) This Agreement shall be deemed to have been delivered and accepted in theState of Califomia and governed exclusively by the intemal substantive laws of the State ofCalifomia as the same may exist at the date hereof. The parties hereto hereby agree that any actionhereon between the parties hereto and their successors in interest may be maintained in a court ofcompetentjurisdiction located in the State of California, and consent to the jurisdiction of any suchcourt in Alameda County for the purposes connected herewith.

(e) Each party hereto intends that this Agreement shall not beneHlt or create anyright or cause of action in or on behalf of any person other than the parties hereto.

(f) 'His Agreement may be executed in multiple counterpart copies, any one ofwhich when duly executed, with all formalities hereof. shall be fully binding and effective as theoriginal of this Agreement.

[Signatures on .followittg page]

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Each of the undersigned hereby executes this Agreement in the spaces provided below toevidence their respective agreement to the terms of this Agreement.

Developer

Satellite Affordable Housing Associates,a California nonprofit public benefit corporation

By:Namelts:

AC Transit

By:Name: Michael A. Hursh

lts: General ManagerApproved as to Form and Content

By

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SR 1 6-1 37a ATT.3

Satellite Affordable Housing AssociatesCity of Berkeley

Alameda-Contra Costa Transit District1 6-AHSC-1 1 1 98

Page I of 2EXHIBIT E

SPECIAL TERMS AND CONDITIONS

Affordable Housing and Sustainable Communities (AHSC) Program Grant

The following Special Terms and Conditions are applicable to this Standard Agreement

l Exhibit A, Paragraph 2 Definition of Recipient: This provision is amended to add the following

Satellite Affordable Housing Associates (SAHA) and the City of Berkeley (City) were awarded theAHSC Grant funds pursuant to the Award Letter dated November 21 , 2016 and as amended onSeptember 20, 2017. The Department recognizes that SAHA and City wish to have the Alameda-Contra Costa Transit District ("AC Transit") serve as the ultimate recipient of the AHSC Grant STIcomponent funds for the scope of work set out in Exhibit A-5 herein. As such, AC Transit willbeexecuting this Standard Agreement and the Disbursement Agreement (collectively the "GrantDocuments"). For the purposes of the Grant Documents, SAHA, City and AC Transit will becollectively referred to herein as "Recipient". As such, SAHA. City and AC Transit shall be jointlyand severally liable for all the obligations of a Recipient as set forth in the Grant Documents as itpertains to the AHSC Grant STI component. SAHA and City remain jointly and severally liablefor all the obligations of a Recipient as set forth in the Grant Documents. Performance satisfactoryto the Department by AC Transit of any duties and obligations under the Grant Documents, andany other agreements as required by the Department, by either SAHA, City or AC Transit will bedeemed as performance by the Recipient.

2 SAHA and the City were awarded AHSC grant funds for STI component and PROGRAM Costscomponent only. SAHA and the City were not awarded AHSC grant funds for Housing RelatedInfrastructure (HRI) component or Transportation Related Amenities (TRA) component, thereforeany reference related to the performance or completion of work related to HRI (or affordablehousing development connected to such HRI) or TRA in this Standard Agreement is notapplicable.

3 As set forth in paragraph I above, AC Transit is defined as a Recipient for the purposes of theGrant Documents with respect to only the AHSC Grant STI component.

4. All parties acknowledge the useful life of the hybrid bus to be purchased, pursuant to the STIcomponent scope of work, is 12 years. All parties agree that AC Transit is obligated to operatethe hybrid bus for the term its useful life.

5. SAHA and the City were awarded AHSC Grant funds and AHSC Loan Funds, based on the totalpoints awarded its joint application, under a highly competitive process, to the Project comprisedof the affordable housing development(AHD) component known as Grayson Apartments and theSTI and PROGRAM grant components. The joint application's total points were based in part onthe total GHG Reduction the entire Project generated. All of the AHD and STI and Programcomponents are required to be completed in order to achieve the GHG Reduction that the AHSCGrant was based upon. By executing this Standard Agreement, the Recipients acknowledge andagree that in the event the AHD component is not completed pursuant to AHSC Programrequirements, that the STI and PROGRAM grant components would no longer qualify for the

AHSC - Round ll - GrantSOFA Date: 01/29/16

Approved Date: 03/16/17Prep. Date: l0/31/2017

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Satellite Affordable Housing AssociatesCity of Berkeley

Alameda-Contra Costa Transit District1 6-AHSC-1 1 1 98

Page 2 of 2EXHIBIT E

AHSC Grant award. In that event, all disbursements of AHSC Grant funds would cease and theRecipients would be responsible for repayment of all disbursed AHSC Grant funds. TheDepartment recognizes that the Recipients may enter into a separate side agreement to addresseach individuaIRecipients' responsibilities with respect to each other and with regard to the AHSCLoan and Grant funds.

AHSC - Round ll - GrantNOFA Date: 01/29/16Approved Date: 03/16/17Prep. Date: l0/31/2017

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