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HomeMy WebLinkAbout4.5 Affordable Housing and Sustainable Communities Program Application and Associated Agreement Agenda Item 4.5 alp woo STAFF REPORT DUBLIN CITY COUNCIL CALIFORNIA DATE: March 21, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.ECT: Affordable Housing and Sustainable Communities Program Application and Associated Agreement Prepared by: Pratyush Bhatia, Transportation and Operations Manager EXECUTIVE SUMMARY: The City Council will consider authorizing the submission of an Affordable Housing and Sustainable Communities (AHSC) program grant application jointly with The Related Companies of California, LLC for the Amador Station affordable housing project. The City Council will also consider approving an agreement with the San Francisco Bay Area Rapid Transit District (BART) and The Related Companies of California, LLC for implementation of the AHSC program grant. If awarded, the AHSC grant will be used to help fund the construction of the Amador Station affordable housing project, construction of transportation-related improvements by the City and the developer, and purchase of three BART rail cars. STAFF RECOMMENDATION : Adopt the Resolution Authorizing Application for the Affordable Housing and Sustainable Communities Program and Approving the Affordable Housing and Sustainable Communities Implementation and Mutual Indemnity Agreement and Permit Option. FINANCIAL IMPACT Funding from the Affordable Housing and Sustainable Communities (AHSC) program is provided from the California Greenhouse Gas Reduction Fund, an account established to receive Cap-and- Trade auction proceeds. If the AHSC grant application is successful,the grant will fund a portion of the Amador Station affordable housing project, adjacent plaza improvements, associated infrastructure procurement and improvements, and transit program elements. If the AHSC application is approved and grant funds are awarded, City costs funded by the grant would include design, construction, project management, and grant administration. Page 1 of 5 112 DESCRIPTION : Background The Amador Station project is located on a vacant 3.6-acre property owned by the San Francisco Bay Area Rapid Transit District (BART). The property is located adjacent to the West Dublin/Pleasanton BART station at 6501 Golden Gate Drive as shown in Figure 1. The property is bound by I-580 to the south,the future 499-unit Avalon West residential project to the west,the Connolly Station residential community to the north, and Golden Gate Drive to the east. The project site is in the Transit-Oriented District of the Downtown Dublin Specific Plan (DDSP). The Amador Station project is being developed by The Related Companies of California, LLC. Figure 1. Location Map t�,,/- . .. . ) . ' 14• 6 • • 10 �ii' TA • :0 Avalon West SUBJECT ' l' w,.•`' ' �,. .. (Future) PROPERTY r , '-, p,N�O On January 30, 2023,the California Strategic Growth Council (SGC) and the California Department of Housing and Community Development issued a Notice of Funding Availability (NOFA) for Round 7 of the Affordable Housing and Sustainable Communities (AHSC) program. The ASHC program provides funding for affordable housing development that support sustainable communities.A key component of the AHSC program is including projects that achieve greenhouse gas (GHG) emissions reductions to benefit communities throughout California, particularly through increasing accessibility to affordable housing and to vital community amenities and resources via low-carbon transportation, resulting in fewer vehicle miles traveled through shortened or reduced trip length or mode shift from single occupancy vehicle use to transit, bicycling, or walking. Grant Funding AHSC program funds are allocated through a competitive process, based on the merits of the application to support a sustainable housing development that improves transit, walking, and Page 2 of 5 113 biking infrastructure. The AHSC program is designed to implement GHG emission reductions through a reduction in vehicle miles traveled (VMT), or fewer auto-trips. The AHSC grant provides an opportunity for the City to partner with Related Companies and BART to receive funds for bicycle and pedestrian infrastructure improvements. Related Companies discussed with City Staff and BART about partnering on an AHSC grant application. Partnering will result in a more complete and more competitive AHSC grant application by including a City bicycle and pedestrian project and by including procurement of BART rail cars.As a large transit agency, BART is in a unique position to aid in the support of a competitive application by providing a strong Greenhouse Gas (GHG) reduction component. The discussions resulted in a proposed AHSC grant application that, if successful,will receive funding for the affordable housing project, acquisition of BART rail cars, pedestrian and bicycle infrastructure improvements, public plaza improvements, transit passes, and other program elements. The AHSC program limits total requested program funding to a total not-to-exceed amount of $50,000,000 of which up to $30,000,000 may be requested as a loan for Affordable Housing Development (AHD) to fund the Amador Station affordable housing project and maximum of $20,000,000 for Housing-Related Infrastructure (HRI), Sustainable Transportation Infrastructure (STI), Transportation Related Amenities (TRA) or Program (PGM) activities. These activities are defined in the AHSC Program Guidelines as follows: "Affordable Housing Development" means a Capital Project of residential development or the residential portion of a mixed-use development in which at least 20 percent of the total units are Affordable Units. "Housing Related Infrastructure" means a capital infrastructure improvement required as a condition of approval of an Affordable Housing Development by a Locality, transit agency or special district such as sewer,water, or utility system upgrades, streets, drainage basins, etc. or a capital infrastructure improvement allowed under Section 103(a)(2)(A). "Sustainable Transportation Infrastructure" means capital projects that result in the improvement or addition of infrastructure that encourages mode-shift from single occupancy vehicles by enhancing: 1) public transit service, 2) pedestrian networks, or 3) bicycle networks (includes public bike-share programs) as well as transit operations expenditures that directly support transit expansion,within the defined Project Area meeting the transit requirements detailed in Section 102 (c) or (d). "Transportation Related Amenities" means capital improvements that are publicly accessible and provide supportive amenities to pedestrians, cyclists and transit riders (e.g., bike parking,bus shelter,benches, street trees, etc.) within the defined Project Area meeting the transit requirements detailed in Section 102 (c) or (d). TRA improvements encourage the use of the transit or active transportation activity. The table below provides an overview of the requested funding amount and allocations. Page 3 of 5 114 Table: Funding Request Amounts Maximum Anticipated Funding Funding AHSC Loan Type 1 Amount Request Description Funds Recipient Affordable Housing Phase 1A-Amador The Related Companies of Development (AHD) $30,000,000 $24,000,000 Station California, LLC BART via The Related Sustainable $8,368,828 BART cars Companies of California, 'Transportation LLC Infrastructure (STI) Bicycle and Pedestrian $5,000,000 Improvements Project City of Dublin Transportation Related Amenities $20,000,000 $1,500,000 Transit Plaza The Related Companies of (TRA) Improvements California, LLC $703,800 Transit Passes The Related Companies of Program (PGM) California, LLC $450,000 Program Component The Related Companies of (TBD) California, LLC City of Dublin Project Participation in the AHSC grant provides a funding opportunity to complete a project that is important to the City of Dublin.As shown in the table above, the AHSC application includes $5,000,000 of funding for City pedestrian and bicycle infrastructure improvements. As with any program,there are certain requirements that the proposed project must meet to be eligible for funding. The proposed City project that meets the program requirements includes pedestrian improvements in the form of reconstruction of the existing sidewalks on Regional Street from St. Patrick Way to Dublin Boulevard, and on Dublin Boulevard from Regional Street to Golden Gate Drive. The grant application also includes the funding of bicycle improvements by installing Class II bicycle lanes on Sierra Court north of Dublin Boulevard and on Sierra Lane from Sierra Court to Dougherty Road. Agreement with the City, BART, and Related Companies To comply with AHSC program requirements,the City of Dublin, BART and Related Companies are required to enter into a program-related agreement titled AHSC Implementation and Mutual Indemnity Agreement and Permit Options Agreement (Attachment 2). The agreement defines the terms and responsibilities for the City of Dublin, BART, and Related Companies to implement and deliver their respective improvements to comply with the AHSC program requirements. The AHSC application deadline is April 4, 2023. Announcement of AHSC award recipients is in August 2023 according to the AHSC program notice of funding availability. STRATEGIC PLAN INITIATIVE: Strategy 2: Create More Affordable Housing Opportunities Objective D: Facilitate the production of affordable housing for lower income seniors,workforce, Page 4 of 5 115 and special needs households. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Authorizing Application for the Affordable Housing and Sustainable Communities Program and Approving the Affordable Housing and Sustainable Communities Implementation and Mutual Indemnity Agreement and Permit Option 2) Exhibit A to the Resolution -AHSC Implementation Mutual Indemnity Agreement and Permit Option Page 5 of 5 116 Attachment I RESOLUTION NO. XX — 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING APPLICATION FOR THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM AND APPROVING THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT AND PERMIT OPTION WHEREAS, on August 10, 2021, the Planning Commission approved the Site Development Review Permit for the proposed 300-unit Amador Station development by BRIDGE Dublin, LLC., on a 3.6-acre vacant property owned by the San Francisco Bay Area Rapid Transit District (BART) on Golden Gate Drive, adjacent to the West Dublin/Pleasanton BART Station. The Site Development Review Permit approval was contingent upon subsequent approval of a Community Benefit Program Agreement by City Council; and WHEREAS, on September 21, 2021, the City Council approved the Community Benefit Program Agreement and Affordable Housing Assistance Agreement Between the City of Dublin and BRIDGE Dublin, LLC.; and WHEREAS, BRIDGE Dublin, LLC., has subsequently partnered with The Related Companies of California, LLC., a for profit affordable housing developer; and WHEREAS, on February 21, 2023, the City Council approved amendments to the Community Benefit Program Agreement and Affordable Housing Assistance Agreement between the City of Dublin and The Related Companies of California, LLC.; and WHEREAS, the State of California, the Strategic Growth Council (SGC) and the Department of Housing and Community Development (Department) issued a Notice of Funding Availability dated January 30, 2023 (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; and WHEREAS, The Related Companies of California, LLC., engaged the City of Dublin and BART on partnering on the AHSC Program grant application in an effort to prepare a complete and competitive application; and WHEREAS, The Related Companies of California, LLC., and the City of Dublin (Applicant) desire to apply for AHSC Program funds and submit the Application Package released by the Department for the AHSC Program; and WHEREAS, BART, The Related Companies of California, LLC., and the City of Dublin desire to enter into an Agreement that defines the terms and responsibilities for the City of Dublin, BART, and Related Companies to implement and deliver their respective improvements to comply with the AHSC program requirements; and WHEREAS, the AHSC Program Application includes up to $5,000,000, for improvements to bicycle and pedestrian infrastructure in the City of Dublin and in the vicinity of the project; and WHEREAS, the SGC is authorized to approve funding allocations for the AHSC Program, Reso. No. XX-23, Item X.X, Adopted 03/21/2023 Page 1 of 3 117 subject to the terms and conditions of the NOFA, Program Guidelines, Application Package, and Standard Agreement. The Department is authorized to administer the approved funding allocations of the AHSC Program. NOW, THEREFORE, BE IT RESOLVED that the foregoing recitals are true and correct and made a part of this resolution. BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby make the following findings and determinations: 1. Applicant is hereby authorized and directed to apply for and submit to the Department the AHSC Program Application as detailed in the NOFA dated January 30, 2023, for Round 7 in a total amount not to exceed $50,000,000.00 of which up to $30,000,000.00 is requested as a loan for an Affordable Housing Development (AHD) ("AHSC Loan") and $20,000,000.00 is requested for a grant for Housing-Related Infrastructure (HRI), Sustainable Transportation Infrastructure (STI), Transportation Related Amenities (TRA) or Program (PGM) activities ("AHSC Grant") as defined in the AHSC Program Guidelines adopted by SGC on December 15, 2022. If the application is approved, the Applicant is hereby authorized and directed to enter into, execute, and deliver a State of California Standard Agreement (Standard Agreement) in a total amount not to exceed $50,000,000.00 ($30,000,000.00 for the AHSC Loan and $20,000,000.00 for the AHSC Grant), and any and all other documents required or deemed necessary or appropriate to secure the AHSC Program funds from the Department, and all amendments thereto (collectively, the "AHSC Documents"). 2. Applicant shall be subject to the terms and conditions as specified in the Standard Agreement. Funds are to be used for allowable capital asset project expenditures to be identified in Exhibit A of the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application are enforceable through the Standard Agreement. Applicant hereby agrees to use the funds for eligible capital asset(s) in the manner presented in the application as approved by the Department and in accordance with the NOFA and Program Guidelines and Application Package. 3. The City Manager or designee is authorized to execute in the name of Applicant the AHSC Program Application Package and the AHSC Program Documents as required by the Department for participation in the AHSC Program. BE IT FURTHER RESOLVED that the City Council of the City of Dublin approves the Affordable Housing and Sustainable Communities Program Implementation and Mutual Indemnity Agreement and Permit Option, attached hereto as Exhibit A to this Resolution. BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute the Affordable Housing and Sustainable Communities Program Implementation and Mutual Indemnity Agreement and Permit Option, attached hereto as Exhibit A, and make any necessary, non-substantive changes to carry out the intent of this Resolution. Reso. No. XX-23, Item X.X, Adopted 03/21/2023 Page 2 of 3 118 PASSED, APPROVED AND ADOPTED this 21 st day of March 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23, Item X.X, Adopted 03/21/2023 Page 3 of 3 119 Attachment 2 AHSC IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT AND PERMIT OPTION (Amador Station) THIS AHSC IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT AND PERMIT OPTION (the "Agreement") is made and entered into as of among the San Francisco Bay Area Rapid Transit District, a rapid transit district pursuant to Public Utilities Code Section 28500 et seq., ("District" or`KART"), City of Dublin, a municipal corporation("City") and The Related Companies of California, a California limited liability company("Developer," and collectively with the District and the City, the "Parties," or individually, a"Party")upon the basis of the following facts, understanding, and intentions of the Parties: A. The State of California,the Strategic Growth Council ("SGC") and the Department of Housing and Community Development("HCD") issued a Notice of Funding Availability dated January 30, 2023 (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. B. Developer and City(together, the "Applicants"), are applying for AHSC funds in response to the AHSC NOFA to provide funding for(A) construction of the Amador Station affordable housing project in Dublin, California, to be constructed by the Developer (the "Housing Project"); (B)the provision of certain sustainable transportation infrastructure by the District(the "BART STI Improvements"); (C)the construction of certain transportation improvements commonly known as the "BART Plaza"to be constructed by the Developer or its affiliate ("Developer Transportation Improvements"); (D) the construction of certain transportation-related improvements to be constructed by the City("City Transportation Improvements"); and(E) certain costs related to purchase of Clipper Cards for Housing Project residents and other programs (the "AHSC Programs"). These improvements are described in more detail in the final application to be submitted by April 4, 2023 (collectively, the "AHSC Application"). C. The AHSC Application seeks an award to the Applicants in an aggregate amount of up to $50,000,000 in AHSC funds consisting in part of: (A)up to $23,000,000 of AHSC loan funds for a permanent loan ("AHSC Loan") which will be disbursed to a limited partnership to be formed for the development and operation of the Housing Project(the "Partnership"), for construction of the Housing Project; (B) $8,368,828 of AHSC grant funds for provision of the BART STI Improvements; (C)up to $1,500,000 of AHSC grant funds for construction of the Developer Transportation Improvements; (D)up to $5,000,000 of AHSC grant funds for construction of the City Transportation Improvements; and(E) approximately $1,200,000 of AHSC grant funds for reimbursing the costs of the AHSC Programs (including transit passess and other programming). The AHSC grants shall be referred to collectively as the "AHSC Grants." The AHSC Loan and the AHSC Grants are collectively referred to herein as the "AHSC Financing." 150292.4 144\257\2533603.2 120 D. The District is the owner of the property on which the Housing Project will take place. The District is also the owner of the property on which the Developer Transportation Improvements will take place, henceforth the "Transportation Property"which property is more fully described in Exhibit A attached hereto and incorporated herein by this reference. As property owner, BART has sufficient"site control" as that term is defined in Appendix A of the 2023 AHSC Program Guidelines dated December 15, 2022 ("Guidelines"). E. The District and Developer are required to enter into this Agreement in order to comply with the specific AHSC Program Threshold Requirement stated in Section 106(a)(12)(A) of the Guidelines (the "Transportation Agency Prior Experience Threshold Requirement"). This section of the Guidelines dictates that applicants must demonstrate prior experience by providing evidence of at least two prior projects that are similar to the proposed AHSC project in scope and size, which have been completed by the applicant, or joint applicant, during the ten(10)years preceding the application due date. This section of the Guidelines also states that the applicants may demonstrate the requisite experience by using the past experience of work completed of a non-applicant so long as the applicants can provide an executed agreement with that specific non-applicant for the completion of the related work in the AHSC Application for which funding is sought. The purpose of this Agreement is to, amongst other things, comply with the Transportation Agency Prior Experience Threshold Requirement. F. The District is a non-applicant,but, as set forth herein, will have obligations to perform the following specific BART STI Improvements: 1. Purchase of three new capacity-increasing heavy rail cars to extend the length of trains, increase the number of trains operating through the Transbay Tube during peak, and maximize throughput capacity across the BART network. G. The District can demonstrate prior experience and provide evidence of at least two prior projects that are similar in scope and size which have been completed during the ten (10)years preceding April 4, 2023. Below is a list of these projects: 1. STI. Rail Car Procurement Program: On November 8, 2017,under a contract to Bombardier Transit Corporation for the procurement of new rail cars, BART's first replacement rail cars were delivered. As of January 2023, BART has accepted 451 Fleet-of-the-Future rail cars and decommissioned 239 legacy rail cars as part of an overall program to not only replace but expand its fleet. 2. STI. eBART DMU: Procurement of eight Diesel Multiple Unit(DMU) Vehicles to serve BART to Antioch extension. The vehicles include a variety of amenities including high-back seats, six digital signs (with multiple language support), automated audio announcements, clear station arrival/destination signs, and modern climate control systems. Project Cost: —$65M. Completed May 2018. H. As set forth herein, the District affirms its control of the Transportation Property. Based on an action of the BART Board of Directors on February 9, 2023, the District intends to 150292.4 144\257\2533603.2 121 grant the Developer, and its respective contractors, subcontractors, suppliers and consultants (collectively, the "Developer Transportation Improvements Parties") all necessary permits to construct the Developer Transportation Improvements, subject to an award of the AHSC Financing. L Subject to receipt of an award of the AHSC Financing, the District shall be responsible for completing the BART STI Improvements, and for all costs and expenses related thereto, and Developer shall be responsible for constructing and developing the Housing Project and Developer Transportation Improvements and for providing the AHSC Programs (together, the "Developer Obligations"), and for all costs and expenses related thereto. In connection with the AHSC Grants and AHSC Loan, Applicants are required to enter into standard agreements, reimbursement agreements, and regulatory agreements with HCD where Applicants will be liable for the full and timely performance by the parties to complete the obligations set forth therein, including completion of the Developer Obligations, BART STI Improvements, and City Transportation Improvements, as described in the AHSC Application. The AHSC Application and all standard agreements, reimbursement agreements, regulatory agreements and any other agreements required by HCD in connection with the AHSC Financing shall be collectively referred to herein as the "AHSC Documents." J. The District, Developer, and City each acknowledge and agree that the inability or failure by any Party to fully and timely complete each Parry's respective improvements required by the AHSC Documents may affect the timing and rights of the other Parties to receive reimbursement of AHSC funds notwithstanding the other Parties' full and timely performance of their obligations. NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT 1. Site Control. The District hereby represents and warrants that it controls the Transportation Property through fee title ownership. 2. Permits and Term. (a) Grant of Permits. Subject to HCD's award of the AHSC Financing, and per the February 9, 2023 action by the BART Board of Directors authorizing this agreement, the District will grant Developer Transportation Improvements Parties the necessary construction permits (the "Permits") for the purpose of constructing the Developer Transportation Improvements on the Transportation Property and for no other purpose, subject to the District's required design standards, application process, insurance, and safety requirements. The right to enter the Transportation Property is exclusive and personal to Developer Transportation Improvements Parties and Developer Transportation Improvements Parties shall only have the right to enter and utilize the Transportation Property in a manner that does not unreasonably disrupt the District's need to use the Transportation Property for transit purposes during the Term(as hereinafter defined). 150292.4 144\257\2533603.2 122 (b) Term. The term of the Permits shall commence no later than 60 days from the complete submittal of all Permit application documents and shall continue until the earlier to occur of(a) completion of construction of the Developer Transportation Improvements, or(b) December 31, 2029. The Director of the BART Real Estate and Property Development Department will determine when a complete submittal of all Permit application documents has been provided. 3. Obligations. The District shall, in its sole responsibility, complete the BART STI Improvements in accordance with the terms of the AHSC Documents and the approved design and construction documents. The City shall, in its sole responsibility, complete the City Transporation Improvements in accordance with the terms of the AHSC Documents and the approved design and construction documents (collectively, the "City Obligations"). The Developer shall, in its sole responsibility, complete the Developer Obligations in accordance with the terms of the AHSC Documents and the approved design and construction documents. Each Party will provide the other Parties with copies of all requisitions for work related to their respective work, the notice of completion, and other documents related to their respective work that another Party may reasonably request. Each of the City and the District acknowledges that the inability or failure by either party to fully and timely complete either the District's scope required by the AHSC Documents or the City's scope required by the AHSC Documents, as applicable, may affect the timing and right of Developer to receive disbursement of AHSC funds due Developer notwithstanding Developer's full and timely performance of its obligations. Developer has informed each of the City and District and each of the District and City acknowledges that if the City and/or the District is not in compliance with such party's obligations under this Agreement or the improvements are not completed in accordance with the requirements under the AHSC Documents, HCD is not obligated to close and/or fund its other financing to Developer's affiliate which would cause a default under the Project's construction and other loans. 4. District Indemnity. District is responsible for carrying out the BART STI Improvements using AHSC grant proceeds in accordance with the AHSC Documents, including, but not limited to, any disbursement deadlines contained therein. District shall indemnify, defend, and hold harmless Developers, and their affiliates, directors, officers, partners, members, agents and employees (each, a"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, indirect or consequential loss, liability, damage, or expense, court costs and attorneys' fees, arising out of or in connection with the District's performance of or failure to perform its obligations to complete the BART STI Improvements, in the manner and within the time periods set forth in the AHSC Documents. However, in no event shall the Developer Indemnified Party be indemnified hereunder for any Claims to the extent said Claims result from Developer Indemnified Party's gross negligence or willful misconduct. District agrees to pay all of the Developer Indemnified Party's costs and expenses, including reasonable attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any Developer Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. 5. Developer Indemnity. Developer is responsible for carrying out the Developer Obligations using AHSC grant proceeds and AHSC Loan funds in accordance with the AHSC 150292.4 144\257\2533603.2 123 Documents, including,but not limited to, any disbursement deadlines contained therein. Developer shall indemnify, defend,protect, and hold harmless the District and its affiliates, directors, officers, partners, members, agents and employees (each, an"District Indemnified Party") against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys' fees, arising out of or in connection with Developer's performance of or failure to perform its Developer Obligations to complete construction and development of the Housing Project, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the District Indemnified Party be indemnified hereunder for any Claims to the extent said Claims result from the District Indemnified Party's gross negligence or willful misconduct. Developer agrees to pay all of the costs and expenses of the District Indemnified Party, including reasonable attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any District Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. 6. City Indemnity. City is responsible for carrying out the City Obligations using AHSC grant funds in accordance with the AHSC Documents, including,but not limited to, any disbursement deadlines contained therein. City shall indemnify, defend, protect, and hold harmless the District and its affiliates, directors, officers,partners, members, agents and employees (each, an"District Indemnified Party") and Developer Indemnified Party against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys' fees, arising out of or in connection with City's performance of or failure to perform its City Obligations, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the District Indemnified Party or the Developer Indemnified Party be indemnified hereunder for any Claims to the extent said Claims result from such party's gross negligence or willful misconduct. City agrees to pay all of the costs and expenses of the District Indemnified Party and the Developer Indemnified Party, including reasonable attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, caused by a City breach of the Agreement, including, but not limited to, all such costs and expenses which may be incurred by any District Indemnified Party and Developer Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. 7. Schedule of Performance; Progress Reports. Each of City, Developer and District shall comply with the schedule of performance for such party set forth in Exhibit B attached hereto for the completion of their respective obligations hereunder(the "Schedule of Performance"). Each of the City, District and Developer agree to give the other Parties a written quarterly status report on the progress toward the milestones listed in Exhibit B, i.e., the Developer will report on the Developer's progress on the Housing Project and Developer Transportation Improvements, the City will report on the progress of the City Obligations and the District will report on the District's progress on the BART STI Improvements. If any Party anticipates not meeting the targeted construction and grant disbursement milestones as established in the AHSC Documents, that Party will promptly notify the other Parties in writing and will meet with the other Parties to discuss the reasons why the milestone dates may not be met and what actions the delayed Party intends to take to meet the milestones or otherwise rectify the work schedule in order to maintain good standing with the terms and conditions established in the AHSC Documents. 150292.4 144\257\2533603.2 124 8. Delegation. Notwithstanding the obligations of each Party under this Agreement, each Party shall be entitled to enter into sub-agreements with each other or with other parties to provide any assistance or services needed for each Party to perform its obligations under this Agreement and the AHSC Documents. 9. Cost Overruns. Developer shall be responsible for paying all costs required to complete the Developer Obligations, irrespective of whether such costs exceed the AHSC Loan. District shall be responsible for paying all costs required for the BART STI Improvements, irrespective of whether such costs exceed the portion of the AHSC Grant designated for the BART STI Improvements. City shall be responsible for paying all costs required for City Transportation Improvements irrespective of whether such costs exceed the portion of the AHSC Grant designated for the City Transporation Improvements. 10. Billing and Payment Procedure: The District shall submit to Developer, or its afffilated payee (the "Payee"), all reimbursement requests in the form of monthly invoices for the costs associated with the BART STI Improvements. Invoices will include backup documentation as required by HCD and a cover sheet indicating the budget line item from which each cost shall be drawn. Once the AHSC Grant Disbursement Agreement is executed, Developer, or Payee, shall submit corresponding reimbursement requests to HCD within 30 days of receipt of District's invoice (or such later date as may be required by HCD, but in any event within 45 days after receipt of the District's invoice) and disburse to the District any such funds received from HCD within 30 days of receipt. Failure of the Developer or Payee to timely submit the District reimbursement requests to HCD or to disburse or cause Payee to disburse any funds received from HCD for the BART STI Improvements to the District shall be a default under this Agreement and shall be a condition of District's obligation to perform the BART STI Improvements. 11. Implementation Agreements. In the event an award is received from AHSC, the Parties recognize that each Party may need additional assurances from another Party (including assurances for the Housing Project's lenders and investors)regarding the AHSC Grant and AHSC Loan before commencement of construction of the Housing Project and the BART STI Improvements. The Parties agree to cooperate with each other to reach mutual agreement on amendments to this Agreement, other implementation agreements or estoppel certificates necessary to provide reasonable assurances and indemnifications related to the disbursement of AHSC Grant funds. The Parties recognize that any such amendments to this Agreement or execution of additional agreements may require approval of the District's Board of Directors and Developer's Board of Directors. 12. Notices. Formal notices, demands, and communications among the Parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the Parties as follows: District: Abigail Thorne-Lyman Director, Real Estate & Property Development BART 2150 Webster St., 9th floor Oakland, CA 94612 150292.4 144\257\2533603.2 125 510-464-6140 athorne@bart.gov Developer: Ann Silverberg Vice President The Related Companies of California, LLC 44 Montgomery Street, Suite 1310 San Francisco, CA 415-677-9000 Asilverberg@related.com City: Linda Smith City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 925-833-6000 13. Events of Default. The occurrence of any of the following events shall constitute an Event of Default under this Agreement: (a) A Party fails to perform any of its obligations under this Agreement, and does not cure such failure within 30 days after written notice of such failure has been delivered to the defaulting Party in accordance with Section 12 above; or (b) A Party purports to revoke this Agreement or this Agreement becomes ineffective for any reason. 14. Termination. This Agreement shall terminate upon the earlier of: (i) completion of all obligations under the AHSC Documents; or(ii) mutual agreement of the Parties hereto. 15. Third Party Beneficiary. Each of the Payee and the Partnership shall be a third party beneficiary of this Agreement and shall be entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party to this Agreement. 16. Assignment. District hereby acknowledges and approves the assignment by Developer and the Partnership to the Housing Project's senior lender("Construction Lender") of all of their respective right, title and interest in, to and under the Agreement (the "Collateral") as collateral security for the Partnership's obligations to Construction Lender under, and in connection with Construction Lender's loan to the Partnership. In the event Construction Lender forecloses upon the Collateral, District hereby agrees that Construction Lender shall have all of Developer' rights and interests under the Agreement. Construction Lender is hereby made an express third party beneficiary of this Section 16, and the Parties hereto shall not amend, modify or terminate the Agreement without Construction Lender's express written consent. 17. Miscellaneous. 150292.4 144\257\2533603.2 126 (a) Nothing in this Agreement shall be construed to limit any claim or right which any Party may otherwise have at any time against an Indemnitor or any other person arising from 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 indemnity under 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 remedy against a Party, that alone shall not be construed as a waiver of such right or remedy. All remedies of any Party against the other Party are cumulative. (c) This Agreement shall be binding upon and inure to the benefit of each of the 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 the Parties hereto. (d) This Agreement shall be deemed to have been delivered and accepted in the State of California and governed exclusively by the internal substantive laws of the State of California as the same may exist at the date hereof. The Parties hereto agree that any action hereon between the parties and their successors in interest may be maintained in a court of competent jurisdiction located in the State of California, and consent to the jurisdiction of any such California court for the purposes connected herewith. (e) Each Party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the Parties hereto. (0 This Agreement may be executed in multiple counterpart copies, any one of which when duly executed, with all formalities hereof, shall be fully binding and effective as the original of this Agreement. (g) This Agreement shall be effective as of the date first written above, provided however that in the event that the parties do not receive an award of the AHSC Funds, this Agreement shall automatically terminate and be of no further force or effect. [Signatures on following page] 150292.4 144\257\2533603.2 127 District: San Francisco Bay Area Rapid Transit District, a rapid transit district By: Name: Michael Jones Its: Deputy General Manager Developer: The Related Companies of California, LLC a California limited liability company By: Name: Ann Silverberg Its: Vice President City: City of Dublin, a municipal corporation By: Name: Linda Smith Its: City Manager 150292.4 144\257\2533603.2 128 EXHIBIT A 150292.4 10 129 1- cc Q c N co p c >, as coH J c v ti ! U ° c n rn - t N } rt c c • c c c c c N X 7 Y X i v Q O C N (n J J J J J J J J J - W a U N H C .�.• Q 025 Q ic V Q U 2 Y _1 m ce to Y N Y Q .Q- C �_'in -a rn s a� `m s Q 3 Q iv 92 °) p w _ � 2 2 � � mwm I I I I I I I I WHcn3 = � 6. &11 y , 3 © 'RID • 010 1, I C5] 0 I z a o ..,,,It -'WIT:: k • C41'0) � oyez . 5 - 7 . H IF • Ilk Tay , _ vZ Y . c • 1'N .'i ram . Yry s�1 Fi. Q t� OLL fir,, , IW 1 E >`I 1 - • I '_ a. E w m 14* . -, .1. r alin . --=1 . . ‘ dE Y o tNI 6e o . . 0.il 1 ,'( a j:.: ffi 1 v • r. -J. . . • \\,t 61 a ' u •-• A .. • ...,.. .... Q . ,.,„ ,7, .... \ • ,_ . , .CL v.. C6 • i ` s h .i•- 1 Q. a •, -• -' L7 1 % `'� _LLJ �] - ti, o ___ j - Lk. \ . 1 - -' . \ °- LLL I. I: r • • 4 r , . . a.,00 -&0:•: \ _. 1 o L9 3130 S Y P m E R First American clarityrirst0 Property Profile 6501 GOLDEN GATE DR, DUBLIN, CA 94568 Property Information Owner(s): SAN FRANCISCO BAY AREA RAPID Mailing Address: 300 LAKESIDE DR#22,OAKLAND,CA 94612 TRANSIT DISTRICT Owner Phone: Unknown Property Address: 6501 GOLDEN GATE DR, DUBLIN,CA 94568 Vesting Type: Alt.APN: 941 -2842-003-00 County: ALAMEDA APN: 941-2842-3 Map Coord: : Census Tract: 450400 Lot#: Block: Subdivision: Tract: Legal: Property Characteristics Use: PUBLIC(NEC) Year Built/Eff. : / #of Units: Zoning: Lot Size Ac/Sq Ft: 2.5776/112282 Fireplace: Bedrooms: 0 Bathrooms: 0.0 Heating: #Rooms: 0 Quality: Style: Pool: Air: Parking/#: Stories: Garage Area : Basement Area: Gross Area: Sq. Ft. : Sale and Loan Information Sale/Rec Date: / 1/Sq. Ft.: 2nd Mtg.: Sale Price: 1st Loan: Prior Sale Amt: Doc No.: Loan Type: Prior Sale Date: Doc Type: Transfer Prior Doc No.: Date: Seller: Lender: Prior Doc Type: `$/Sq.Ft.is a calculation of Sale Price divided by Sq.Feet. Tax Information Imp Value: Exemption Type: Land Value: Tax Year/Area: 2022/26-000 Total Value: Tax Value: Total Tax Amt: Improved: Property Profile 6501 GOLDEN GATE DR, DUBLIN, CA 94568 3/6/2023 Page 1 (of 2) All information contained herein is subject to the Limitation of Liability for Informational Report set forth on the last page hereof.©2005-2020 First American Financial 131 Corporation and/or its affiliates.All rights reserved. First American Clarity rst0 Property Profile 6501 GOLDEN GATE DR, DUBLIN, CA 94568 Limitation of Liability for Informational Report IMPORTANT- READ CAREFULLY: THIS REPORT IS NOT AN INSURED PRODUCT OR SERVICE OR A REPRESENTATION OF THE CONDITION OF TITLE TO REAL PROPERTY. IT IS NOT AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. THIS REPORT IS ISSUED EXCLUSIVELY FOR THE BENEFIT OF THE APPLICANT THEREFOR, AND MAY NOT BE USED OR RELIED UPON BY ANY OTHER PERSON. THIS REPORT MAY NOT BE REPRODUCED IN ANY MANNER WITHOUT FIRST AMERICAN'S PRIOR WRITTEN CONSENT. FIRST AMERICAN DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION HEREIN IS COMPLETE OR FREE FROM ERROR, AND THE INFORMATION HEREIN IS PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, AS-IS, AND WITH ALL FAULTS. AS A MATERIAL PART OF THE CONSIDERATION GIVEN IN EXCHANGE FOR THE ISSUANCE OF THIS REPORT, RECIPIENT AGREES THAT FIRST AMERICAN'S SOLE LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY AN ERROR OR OMISSION DUE TO INACCURATE INFORMATION OR NEGLIGENCE IN PREPARING THIS REPORT SHALL BE LIMITED TO THE FEE CHARGED FOR THE REPORT. RECIPIENT ACCEPTS THIS REPORT WITH THIS LIMITATION AND AGREES THAT FIRST AMERICAN WOULD NOT HAVE ISSUED THIS REPORT BUT FOR THE LIMITATION OF LIABILITY DESCRIBED ABOVE. FIRST AMERICAN MAKES NO REPRESENTATION OR WARRANTY AS TO THE LEGALITY OR PROPRIETY OF RECIPIENT'S USE OF THE INFORMATION HEREIN. Property Profile 6501 GOLDEN GATE DR, DUBLIN, CA 94568 3/6/2023 Page 2 (of 2) 132 ©2005-2020 First American Financial Corporation and/or its affiliates.All rights reserved. EXHIBIT B Schedule of Performance District: BART STI Improvements Performance Milestone Date Begin procurement August 31, 2023 Complete delivery of transit vehicles August 31, 2024 All funds fully disbursed November 30, 2027 City: Performance Milestone Date Begin Construction of City Transportation Improvements June 30, 2027 Construction completion of City Transportation June 30, 2028 Improvements All funds fully disbursed July 30, 2028 Developer: Housing Project Performance Milestone Date Execute Standard Agreement for AHSC Loan December 31, 2024 Begin construction of housing project December 31, 2024 Complete construction and obtain Certificate of Occupancy December 31, 2026 _ All funds fully disbursed September 30, 2027 Developer Transportation Improvements Performance Milestone Date Begin construction September 30, 2025 Complete construction December 31 2026 All funds fully disbursed June 30, 2027 150292.4 11 133