/0/1/2/3/4/5/6/2/7/8/9/10/1
/11/12/i255/4/14/15/16/17/18/19/20/i255/6/21/15/17/22/14/23/18/17/21/24/i255/25/25/6 /11/12/14/18/i255/4/6/26/i255/3/12/12/23/14/27/21/15
/28/7/10/24/10/29/7/24/30/31/9/32/30/30
/5/33/3/33/34/i255/35/36/i255/6/3/25/37/36/35/38/39/37/3/i255/2/i255/26/34/40/3/38/33/41/34/39/33/i255/35/36/i255/42/34/39/34/38/3/25 /5/34/38/43/37/6/34/5
/5/33/26/i255/0/7/1/i255/44/38/45/27/32/i255/30/31/46/0/30/0/30/47 /3/42/38/34/34/41/34/39/33/i255/39/11/41/48/34/38 /40/11/38/6/4/3/5/37/39/42/i255/3/11/33/4/35/38/37/33/49/i255/39/11/41/48/34/38/i255/44/17/22/i255/21/12/12/15/17/50/21/51/15/45/47 /7/32/i255/33/52/17/20/i255/3/19/23/45/45/53/45/18/54/i255/17/20/i255/45/18/54/45/23/45/16/i255/17/18/54/14/i255/51/45/54/55/45/45/18/i255/54/52/45/i255/6/14/18/54/23/21/50/54/17/18/19/i255/3/19/45/18/50/56/i255/21/18/16/i255/54/52/45/i255/6/14/18/54/23/21/50/54/14/23/i255/18/21/53/45/16/i255/51/45/15/14/55/57 /6/35/39/33/38/3/6/33/37/39/42/i255/3/42/34/39/6/49/i255/39/3/41/34 /26/34/40/3/38/33/41/34/39/33/i255/35/36/i255/4/35/11/5/37/39/42/i255/3/39/26/i255/6/35/41/41/11/39/37/33/49/i255/26/34/43/34/25/35/40/41/34/39/33 /6/35/39/33/38/3/6/33/35/38/58/5/i255/39/3/41/34
/0/32/i255/33/52/45/i255/54/45/23/53/i255/14/22/i255/54/52/17/20/i255/3/19/23/45/45/53/45/18/54/i255/17/20/57 /5/33/3/38/33/i255/26/3/33/34
/7/7/46/1/30/46/0/30/31/1
/33/4/38/35/11/42/4/i255/34/39/26/i255/26/3/33/34
/1/32/i255/33/52/45/i255/53/21/59/17/53/60/53/i255/21/53/14/60/18/54/i255/14/22/i255/54/52/17/20/i255/3/19/23/45/45/53/45/18/54/i255/17/20/57 /31/32/i255/33/52/45/i255/12/21/23/54/17/45/20/i255/21/19/23/45/45/i255/54/14/i255/50/14/53/12/15/56/i255/55/17/54/52/i255/54/52/45/i255/54/45/23/53/20/i255/21/18/16/i255/50/14/18/16/17/54/17/14/18/20/i255/14/22/i255/54/52/45/i255/22/14/15/15/14/55/17/18/19/i255/45/59/52/17/51/17/54/20/24/i255/55/52/17/50/52/i255/21/23/45/i255/51/56/i255/54/52/17/20/i255/23/45/22/45/23/45/18/50/45/i255/53/21/16/45/i255/21/i255/12/21/23/54/i255/14/22/i255/54/52/45/i255/3/19/23/45/45/53/45/18/54/32 /34/61/4/37/48/37/33/5
/34/59/52/17/51/17/54/i255/3/i255/i255/i255/i255/3/60/54/52/14/23/17/54/56/24/i255/40/60/23/12/14/20/45/i255/21/18/16/i255/5/50/14/12/45/i255/14/22/i255/62/14/23/63 /34/59/52/17/51/17/54/i255/48/i255/i255/i255/i255/48/60/16/19/45/54/i255/26/45/54/21/17/15/i255/21/18/16/i255/40/21/56/53/45/18/54/i255/40/23/14/27/17/20/17/14/18/20 /34/59/52/17/51/17/54/i255/6/64/i255/i255/5/54/21/54/45/i255/14/22/i255/6/21/15/17/22/14/23/18/17/21/i255/42/45/18/45/23/21/15/i255/33/45/23/53/20/i255/21/18/16/i255/6/14/18/16/17/54/17/14/18/20 /34/59/52/17/51/17/54/i255/26/i255/i255/i255/3/4/5/6/i255/40/23/14/19/23/21/53/i255/33/45/23/53/20/i255/21/18/16/i255/6/14/18/16/17/54/17/14/18/20 /34/59/52/17/51/17/54/i255/34/i255/i255/i255/40/23/14/65/45/50/54/i255/5/12/45/50/17/22/17/50/i255/40/23/14/27/17/20/17/14/18/20/i255/21/18/16/i255/5/12/45/50/17/21/15/i255/33/45/23/53/20/i255/21/18/16/i255/6/14/18/16/17/54/17/14/18/20 /10
/33/37/33/25/34 /40/3/42/34/5
/31
/7/66
/7/10
/42/33/6/i255/2/i255/30/31/46/0/30/7/8
/33/35/33/3/25/i255/39/11/41/48/34/38/i255/35/36/i255/40/3/42/34/5/i255/3/33/33/3/6/4/34/26 /31/30 /52/54/54/12/20/57/46/46/55/55/55/32/16/19/20/32/50/21/32/19/14/27/46/35/25/5/46/38/45/20/14/60/23/50/45/20/33/52/45/20/45/i255/16/14/50/60/53/45/18/54/20/i255/50/21/18/i255/51/45/i255/27/17/45/55/45/16/i255/21/54 /37/54/45/53/20/i255/20/52/14/55/18/i255/55/17/54/52/i255/21/18/i255/21/20/54/45/23/17/20/63/i255/44/64/47/24/i255/21/23/45/i255/52/45/23/45/51/56/i255/17/18/50/14/23/12/14/23/21/54/45/16/i255/51/56/i255/23/45/22/45/23/45/18/50/45/i255/21/18/16/i255/53/21/16/45/i255/12/21/23/54/i255/14/22/i255/54/52/17/20/i255/21/19/23/45/45/53/45/18/54/i255/21/20/i255/17/22/i255/21/54/54/21/50/52/45/16/i255/52/45/23/45/54/14/32 /6/35/39/33/38/3/6/33/35/38/i255/39/3/41/34/i255/44/17/22/i255/14/54/52/45/23/i255/54/52/21/18/i255/21/18/i255/17/18/16/17/27/17/16/60/21/15/24/i255/20/54/21/54/45/i255/55/52/45/54/52/45/23/i255/21/i255/50/14/23/12/14/23/21/54/17/14/18/24/i255/12/21/23/54/18/45/23/20/52/17/12/24/45/54/50/32/47 /37/39/i255/62/37/33/39/34/5/5/i255/62/4/34/38/34/35/36/24/i255/33/4/37/5/i255/3/42/38/34/34/41/34/39/33/i255/4/3/5/i255/48/34/34/39/i255/34/61/34/6/11/33/34/26/i255/48/49/i255/33/4/34/i255/40/3/38/33/37/34/5/i255/4/34/38/34/33/35/32 /6/35/39/33/38/3/6/33/35/38/i255/48/11/5/37/39/34/5/5/i255/3/26/26/38/34/5/5 /5/45/45/i255/3/54/54/21/50/52/45/16
/11/12/i255/4/14/15/16/17/18/19/20/i255/6/21/15/17/22/14/23/18/17/21/24/i255/25/25/6 /6/37/33/49/5 /33/3/33/34/67 /37/40
/5/45/45/i255/3/54/54/21/50/52/45/16 /5/45/45/i255/3/54/54/21/50/52/45/16/5 /45/45/i255/3/54/54/21/50/52/45/16 /40/38/37/39/33/34/26/i255/39/3/41/34/i255/35/36/i255/40/34/38/5/35/39/i255/5/37/42/39/37/39/42 /33/37/33/25/34 /5/45/45/i255/3/54/54/21/50/52/45/16
/26/3/33/34/i255/5/37/42/39/34/26
/5/45/45/i255/3/54/54/21/50/52/45/16
/6/35/39/33/38/3/6/33/35/38/i255/3/11/33/4/35/38/37/67/34/26/i255/5/37/42/39/3/33/11/38/34 /5/45/45/i255/3/54/54/21/50/52/45/16
/6/35/39/33/38/3/6/33/37/39/42/i255/3/42/34/39/6/49/i255/39/3/41/34 /26/45/12/21/23/54/53/45/18/54/i255/14/22/i255/4/14/60/20/17/18/19/i255/21/18/16/i255/6/14/53/53/60/18/17/54/56/i255/26/45/27/45/15/14/12/53/45/18/54 /5/33/3/33/34/67 /37/40/6/37/33/49/6/35/39/33/38/3/6/33/37/39/42/i255/3/42/34/39/6/49/i255/3/26/26/38/34/5/5 /0/30/0/30/i255/62/32/i255/34/15/i255/6/21/53/17/18/14/i255/3/27/45/32/24/i255/5/60/17/54/45/i255/7/1/30 /i255/5/21/50/23/21/53/45/18/54/14/6 /3/9 /10/29/1/1 /40/38/37/39/33/34/26/i255/39/3/41/34/i255/35/36/i255/40/34/38/5/35/39/i255/5/37/42/39/37/39/42 /33/37/33/25/34 /6/14/18/54/23/21/50/54/20/i255/35/22/22/17/50/45/i255/41/21/18/21/19/45/23/24 /6/14/18/54/23/21/50/54/i255/5/45/23/27/17/50/45/20/i255/5/45/50/54/17/14/18 /26/3/33/34/i255/5/37/42/39/34/26/6/35/39/33/38/3/6/33/37/39/42/i255/3/42/34/39/6/49/i255/3/11/33/4/35/38/37/67/34/26/i255/5/37/42/39/3/33/11/38/34 /6/21/15/17/22/14/23/18/17/21/i255/26/45/12/21/23/54/53/45/18/54/i255/14/22/i255/42/45/18/45/23/21/15/i255/5/45/23/27/17/50/45/20/i255/3/12/12/23/14/27/21/15/i255/44/14/23/i255/45/59/45/53/12/54/17/14/18/24/i255/17/22/i255/21/12/12/15/17/50/21/51/15/45/47 /34/59/45/53/12/54/i255/12/45/23/68/i255/5/6/41/i255/43/14/15/32/i255/7/i255/31/32/30/31/32/3/32/1/i255/44/26/42/5/i255/53/45/53/14/i255/16/21/54/45/16/i255/30/66/46/7/0/46/7/9/29/7/47 /5/45/45/i255/3/54/54/21/50/52/45/16
/0/1/2/1/3/i255/5/6/i255/7/2/8/9/6/5/10/11/9/2
/0/1/12/i255/13/14/15/i255/16/10/17/18/19/i255/20/21/22/20/15/23 /13/15/24/2/25/0/7/24/14/26/27/28/15
/29/30/31/17/i255/13/i255/32/33/i255/13
/34/35/i255/25/32/36/37/38/39/31/40/i255/7/30/36/38/33/32/41/39/38/30/42/i255/8/8/7 /30/39/i255/9/36/36/38/39/32/38/40/i255/36/38/43/38/44/17/37/i255/36/38/30/45/38/36/38/44/46/i255/47/32/43/35/30/39/46/i255/41/17/31/38/40/44/17/41/17/37/i255/44/32/i255/37/32/i255/45/48/40/38/39/17/40/40/i255/38/39/i255/44/49/17/i255/0/44/30/44/17/i255/32/33/i255/7/30/36/38/33/32/41/39/38/30 /50/30/39/30/31/17/41
/7/48/36/36/17/39/i255/51/19/i255/12/30/18/38/40
/52/46/53/i255/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/12/30/44/17/53/i255/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54/54 /2/37/37/41/17/40/40/53
/26/15/26/20/i255/11/i255/8/38/39/47/32/36/39/i255/2/18/17/42/i255/0/48/38/44/17/i255/2 /8/38/39/47/32/36/39/55/32/32/37/42/i255/i255/9/8/i255/21/20/26/14/13 UP Holdings California, LLC
23-AHSC-17953
EXHIBIT A
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
AUTHORITY, PURPOSE AND SCOPE OF WORK
1. Authority & Purpose
This Standard Agreement, STD 213, (hereinafter “Agreement”) is the result of the Recipient’s application (“Application”) for funding under the Affordable Housing and Sustainable Communities Program (“Program”) pursuant to:
A. Part 1 of Division 44 of the Public Resources Code (commencing with Section 75200);
B. The Round 7 Program Guidelines dated December 15, 2022 (the “Guidelines”), issued by the State of California, Strategic Growth Council (“SGC”) and as may be amended from time to time; and
C. The Program’s Notice of Funding Availability (“NOFA”) issued by the Department Housing and Community Development (hereinafter the “Department” or “HCD”), is dated January 30, 2023. References to the NOFA shall include any updates and amendments made thereto.
The Application and the Project Report dated as of the date specified in provision Ex. A- E.1 of Exhibit E of this Agreement (the “Project Report”) including all representations made therein, are hereby incorporated in this Agreement by this reference.
By entering into this Agreement and thereby accepting the award of Program grant funds as detailed in the award letter dated as of the date specified in provision Ex. A-E.2 of Exhibit E (“Award Letter”) (“Grant”), the Recipient agrees to comply with applicable statutory law, Guidelines, the NOFA, and this Agreement, and to abide by the representations made in the Application, and the terms and conditions of the Disbursement Agreement, which is more particularly described in Exhibit B, Section 6 of this Agreement.
2. Definitions
Capitalized terms herein shall have the meaning of the definitions set forth in the Guidelines, and page 1 of this Exhibit A, in addition:
“Development” refers to the residential rental Affordable Housing Development described in the Application and meeting the criteria set forth in the Project Report providing the affordable housing units, as described therein, in consideration of the UP Holdings California, LLC
23-AHSC-17953
EXHIBIT A
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
award of Program funds. The Development shall meet all the criteria as set forth in the Guidelines.
“Recipient” refers to the entity or entities submitting the Application or to a related entity approved by the Department entering into this Agreement and identified as “Contractor” on page 1 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.
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 15, 2022. Notwithstanding, if and when SGC 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 Work
The Scope of Work (“Work”) for this Agreement shall consist of one or more of the following categories, by or on behalf of the Recipient, within the Program Project Area as detailed in provision A-E.3 of Exhibit E of this Agreement, and the Project Report:
Housing Related Infrastructure (HRI)
Program Costs (PGM)
Sustainable Transportation Infrastructure (STI)
Transportation-Related Amenities (TRA)
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, Section 6 hereto.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT A
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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 in the Project Report for which the Recipient’s Application received points. Failure to provide such evidence to the reasonable satisfaction of the Department may result in a re-evaluation of the Application and the reductions or cancellation of the amount of the grant award or may require repayments of any disbursed Program funds and the disencumbrance of Program funds awarded.
The Development that is identified in the Award Letter and described in the Application, and that is supported by the HRI Work, if any, and which is to be developed and constructed by the Recipient, or other developer on behalf of the Recipient, contains the unit mix set forth in provision Ex A-E.4 of Exhibit E of this Agreement.
A. HRI
The Scope of Work for this Agreement for Housing-Related Infrastructure (“HRI Work”) is as set forth in provision Ex. A-E.5 of Exhibit E of this Agreement.
The HRI Work is necessary for the development of the Development. The Recipient is responsible for and shall ensure the completion of the HRI Work and the completion and occupancy of the Development in accordance with the criteria set forth above and in the Project Report. The Department reserves the right to review and approve all HRI Work to be performed by the Recipient, or contracted by the Recipient, in relation to this Agreement. Any revision to the HRI Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.
B. Program Costs
The Scope of Work for this Agreement for Program Costs (“PGM Work”) is as set forth in provision Ex. A-E.6 of Exhibit E of this Agreement.
The Recipient is responsible for and shall ensure the completion of the PGM Work associated with the Program Costs in accordance with the criteria set forth above and in the Project Report. The Department reserves the right to review and approve all PGM Work to be performed by the Recipient, or contracted by the Recipient, in relation to this Agreement. Any revision to the PGM Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT A
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
C. Sustainable Transportation Infrastructure
The Scope of Work for this Agreement for Sustainable Transportation Infrastructure (“STI Work”) is as set forth in provision Ex. A-E.7 of Exhibit E of this Agreement.
The Recipient is responsible for and shall ensure the completion of the STI Work in accordance with Program requirements, the Application, and the criteria set forth in the Project Report. The Department reserves the right to review and approve all STI Work to be performed by the Recipient in relation to this Agreement. Any revision to the STI Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.
D. Transportation-Related Amenities
The Scope of Work for this Agreement for Transportation-Related Amenities (“TRA Work”) is as set forth in provision Ex. A-E.8 of Exhibit E of this Agreement.
The Recipient is responsible for and shall ensure the completion of the TRA Work in accordance with the criteria set forth above and in the Project Report.
The Department reserves the right to review and approve all TRA Work to be performed by the Recipient in relation to this Agreement. Any revision to the TRA Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.
4. Criteria Applicability
Based on the points awarded to its Application, Recipient assures the Department of the existence of the criteria of Section 107 of the Guidelines as set forth in provision Ex. A- E.9 of Exhibit E of this Agreement.
A. GHG Emissions Reductions E stimate
Based on the inputs in the Application, the estimated total MTCO2e over the life of the project is detailed in provision Ex. A-E.10 in Exhibit E of this Agreement.
Information on thi
s Project’s GHG scoring data can be located on SGC’s website in a document called Round 7 Data for Public Release.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT A
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
5. Performance Milestones
Recipient shall ensure the completion of the Performance Milestones set forth in provision Ex. A-E.11 of Exhibit E of this Agreement by the designated dates contained therein.
When Recipient misses or anticipates missing a Performance Milestone deadline, Recipient shall notify the Department in writing as soon as is reasonably practicable. In this notification, Recipient shall explain why the deadline has been or will likely be missed; provide a status update relative to the other Performance Milestone deadlines; and provide assurances that it will meet the remaining Performance Milestone deadlines.
Recipient’s failure to provide a timely written notification shall be considered a default under this Agreement.
6. HCD Contract Coordinator
The HCD Contract Coordinator of this Agreement for the Department is the Division of State Financial Assistance Loan Closing AHSC Program 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 HCD Contract Coordinator at the following address:
Loan Closing AHSC Program Manager
Division of State Financial Assistance - Loan Closing Branch Department of Housing and Community Development
P.O. Box 952054
Sacramento, California 94252-2054
7. Recipient Contact Coordinator
The Recipient’s Contract Coordinator for this Agreement is listed in provision Ex. A-E.12 of Exhibit E of this Agreement.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT B
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Project S ources and Uses
The sources and uses (“Sources and Uses”) set forth in this Exhibit B contains the cost items for the design, development and construction of the approved Work. Recipient agrees that any cost overruns or increases resulting in a total cost 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 Grant in the aggregate amount identified on page 1, number 3 of this Agreement (STD 213) 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 Grant amount, or for any unauthorized or ineligible costs.
1) For the purposes of performing the Work related to the HRI, as set forth in provision Ex. A-E.5 of Exhibit E of this Agreement, the Department agrees to provide the amount set forth in provision Ex. B-E.1 of Exhibit E of this Agreement, 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 PGM, as set forth in provision Ex. A-E.6 of Exhibit E of this Agreement, the Department agrees to provide the amount set forth in provision Ex. B-E.2 of Exhibit E of this Agreement, 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 pr
ovision Ex. A-E.7 of Exhibit E of this Agreement, the Department agrees to provide the amount set forth in provision Ex. B-E.3 of Exhibit E of this Agreement 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.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT B
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
4) For
the purposes of performing the Work related to t
he TRA, as set forth in
pr
ovision Ex. A-E.8 of Exhibit E of this Agreement, the Department agrees to provide the amount set forth in provision Ex. B-E.4 of Exhibit E of this Agreement, 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.
B. The Depar
tment may approve a request from the Recipient to reallocate funds between authorized activities and itemized amounts stated in the budget for the designated grant Work, except where Scoring Criteria, total point scores, or overall ranking of the Project is impacted. Reallocation of funds between aut
horized activities that impact any of these areas will not be allowed. Changes in 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.
3. Other Funding Sources
Where the Sources and Uses set forth in this Exhibit B 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 September 30, 2028.
B. All un-disbursed funds remaining as of September 30, 2028 , shall be disencumbered.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT B
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
C. All invoices for payment must be submitted to the Department no later than March 30, 2028].
D. This Agreement shall expire on November 30, 2043.
5. Method of P
ayment
A. Payment shall be made as reimbursed progress payments as set forth in the D
isbursement Agreement. Recipient shall request payment for work completed on forms provided by the Department and subject to such documentation as the Department may require.
B. The D
epartment shall not authorize payments unless it determines that the Program funds shall be expended and disbursed in compliance with the terms and provisions of the Guidelines, the NOFA, this Agreement and the Disbursement Agreement.
6. Dis
bursement Agreement
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, an updated table of Sources and 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) S atisfactory completion of the Work has occurred,
2) P roper disbursement and use of Program funds have occurred,
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT B
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
3) P erformance of, and compliance with, all the obligations, terms and conditions of this Agreement have occurred, and,
4) C ompliance with all applicable statutes, laws, guidelines, 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.
C. Payee Data Record Form must be filled out by each Recipient receiving grant funds. All payee(s) receiving Grant funds are listed in provision Ex. B-E.5 of Exhibit E of this Agreement.
SOURCES AND USES - HRI
PROJECT BUDGET
Sources and Uses for the HRI Work are as set forth in provision Ex. B-E.6 of Exhibit E of this Agreement.
SOURCES AND USES – PROGRAM COSTS
PROJECT BUDGET
Sources and Uses for the PGM Work are as set forth in provision Ex. E-B.7 of Exhibit E of this Agreement.
SOURCES AND USES - STI
PROJECT BUDGET
Sources and Uses for the STI Work are as set forth in provision Ex. E-B.8 of Exhibit E of this Agreement.
SOURCES AND USES – TRA
PROJECT BUDGET
Sources and Uses for the TRA Work are as set forth in provision Ex. E-B.9 of Exhibit E of this Agreement.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
AHSC PROGRAM TERMS AND CONDITIONS
GENERAL
1. Effective Date, Commencement of Work and Completion Dates
This Agreement is effective upon approval by all parties and the Department, which is evidenced by the date signed by the Department on page one, Standard Agreement, STD 213 (the “Effective Date"). The Recipient agrees that neither the construction of the 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, and as set forth in the Project Report, incorporated in this Agreement by reference subject to the Agreement expiration date specified on page 1, number 2, of this Agreement (STD 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 expiration date of the Agreement.
Any extension to the expiration date shall require an amendment to this Agreement.
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 General or Special Terms and Conditions of this Agreement. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any Program Grant funds received by the Recipient shall be returned to the Department within 14 days of the Notice of Termination. In the event of withdrawal of the Department's expenditure authority, all obligations of the Department to continue funding any amounts, whether for the benefit of Recipient or any other persons, shall fully and immediately cease and terminate, and the Department shall thereafter have no duty or obligation to undertake or perform any act that it is not legally or practically able to. Department makes no representation or warranty, express or implied, to Recipient or any other persons that all or any portion of the Program Grant Documents will be enforceable after the withdrawal of the Department’s funding authority.
3. Program 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 UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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 being constructed.
4. Covenant Regarding the 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 Development with, the number of units and the number of bedrooms per unit, the extent and depth of affordability, as set forth in the Project Report and 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 Development is to be located and shall be binding on all successors, transferees, and assignees acquiring an interest in the Development as follows:
A. For rental affordable housing developments, the Covenant shall require the continuation of the affordability of the Development for a period of not less than 55 years from the date of the filing of a Notice of Completion for the Development.
B. For homeownership affordable housing developments, the Covenant shall require the continuation of the affordability for a period of no less than 30 years from the date of a filing of a Notice of Completion for the Development. The affordability will be ensured through a resale restriction or equity 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 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 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 being constructed. Alternatively, the Department may require that the Covenant UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
contain a power of sale clause, which may be exercised if 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, sufficient control to ensure the timely commencement and completion of the Work as determined by the Department. Site control of the real property on which the Work will occur may be evidenced by one of the following:
A. Fee title;
B. 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 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; or
G. A land sales contract or enforceable agreement for acquisition of the property.
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.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
6. 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.
7. 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 the regulations adopted by the Department in California Code of Regulations, Title 25, section 6000 et seq. 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. Should a relocation plan not be required, Recipient must provide documentation for Department approval that there are no relocation requirements.
8. Article XXXIV
The Recipient shall deliver to the Department satisfactory evidence that the requirements of Article XXXIV of the California Constitution are inapplicable or have been satisfied.
9. Environmental Conditions
The Recipient shall provide to the Department the following:
A. All Environmental Site Assessment (“ESA”) Reports (to include Phase I, II, III, 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.
B. Documentation and/or a certification satisfactory to the Department that all ESA Report recommendations including remediation and/or mitigation work have been completed.
C. M itigation 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.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
10. Compliance with State and Federal Laws, Rules, Guidelines and Regulations
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, it’s 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.
B. 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 Performance Milestones set forth in the Project Report and Exhibit A of this Agreement, and as further set forth in the Disbursement Agreement by the designated dates. Recipient shall timely inform the Department when a milestone is missed or at risk of being missed, provide an update of these timelines and provide assurances from the Recipient for timely completion of the remaining Milestones. Failure to timely notify the Department shall be considered a default under this Agreement.
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. C hange of Conditions
Notwithstanding the Department’s obligation to provide payments pursuant to Exhibit B 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 UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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.
15. 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.
16. W aivers
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 and to the extent necessary to ensure compliance with Program requirements and this Agreement.
DESIGN REQUIREMENTS
18. Architect
The Recipient shall utilize the services of an architect and/or an engineer to provide professional design and engineering services for the Work. The contract shall require UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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 Program Terms and 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 Project 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.
20. Reasonable Development Costs
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. Adaptability 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.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
CONSTRUCTION REQUIREMENTS
24. Construction Contract
Except for work performed by its own employees, the Recipient shall 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.
25. Contractor's Assurance of Completion
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(s) 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 or an additional beneficiary under the Letter of Credit.
26. Prevailing Wages
Pursuant to Section 113 of the Guidelines, Recipient will ensure compliance with State Prevailing Wage Law (Labor Code Sections 1720-1781).
27. Construction Phase Information
If requested by the Department, the Recipient shall provide the Department:
A. I nformation during the construction period, including but not limited to all change orders and modifications to the construction documents, and all inspection UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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.
B. 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 Development architect and other consultants, and information relative to the 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.
28. Signage
A. Recipient shall place signs on the construction site for the Work stating that the Department is providing financing through the Program in an appropriate location(s), typeface and size containing the message set forth in provision Ex.
E-D.1 of Exhibit E of this Agreement.
B. The sign shall be maintained in a prominent location visible and legible to 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 acknowledgement and logos required by this Paragraph 28 shall also be displayed in a similar size and layout. Copies of the Department, SGC and California Climate Investments (“CCI”) logos can be obtained by contacting the HCD Contract Coordinator.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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.
INSPECTION OF GRANT ACTIVITIES
29. Site Inspection
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 Inspection
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.
B. 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.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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 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. Audit/Retention and Inspection
A. The Department, its representatives or employees, or its delegatee shall have the right to review, obtain, and copy all records pertaining to performance of the Agreement. Recipient shall provide the Department or its delegatee 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 not 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.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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.
COMPLETION OF CONSTRUCTION
32. Relocation Plan 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 “as-built” Plans and Specifications and in compliance with all applicable federal, state and local laws relating to disabled accessibility.
34. Cost 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.
35. Recorded Notice of Completion
The Recipient shall provide to the Department a certified copy of any Notice of Completion for the Development recorded in the county in which the Development is located.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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 Development acceptable to the Department.
AFFORDABLE HOUSING DEVELOPMENT REQUIREMENTS
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 Development. The housing units to be developed in the Development must be completed, as evidenced by receipt of a certificate of occupancy, within the time period established in this Agreement.
REPORTING REQUIREMENTS
38. Reports on California Climate Investments
Upon Department’s request, Recipient shall provide to the Department any and all necessary data that it is legally and factually able to provide that is required to be reported pursuant to the most recently adopted Funding Guidelines for California Climate Investments by the California Air Resources Board.
39. Reports on Work
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.
40. Reports on Affordable Housing Development
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 Development and the housing designated in the Application. The report shall include, but not limited to, information regarding unit affordability and occupancy, construction and permanent financing evidenced by commitment letters, and a construction and completion schedule demonstrating compliance with this Agreement and the Guidelines. The reports will be filed on forms provided by the Department.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
41. Updated Information
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 Agreement
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 Development and the housing designated in the Application as set forth in this Agreement, 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 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.
B. 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:
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
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 Agreement;
3) Construction of the Work or Development cannot proceed in a timely fashion in accordance with the Performance Milestones in Exhibit A of this Agreement; and,
4) Funding or disbursement conditions have not been or cannot be fulfilled within required time periods.
44. AHSC Cross-Default Provision
A. This award was based on the total points awarded the Recipient’s Application, during a highly competitive process. The Application proposed an integrated combination of some or all of the following Project components:
Affordable Housing Development (AHD);
Housing-Related Infrastructure (HRI);
Sustainable Transportation Infrastructure (STI);
Transportation-Related Amenities (TRA); and
Program (PGM)
The Application’s point score was based, in part, on the Project’s total projected reduction of greenhouse gas (GHG) emissions. The Project components (AHD, HRI, STI, TRA, and PGM) that were proposed in the Application and approved by the Department must be completed in order to achieve this projected reduction of GHG emissions.
B. By executing this Agreement, the Recipient acknowledges and agrees, that in the event the AHD component is not timely completed pursuant to Program requirements, that the Recipient will no longer qualify for the Grant award. In that event, all disbursements of Grant funds will cease, and the Recipients will be responsible for repayment of all disbursed Grant funds.
C. The Department recognizes that the Recipient may enter into a separate side agreement to address each individual Recipient entity’s responsibilities with respect to each other and with regard to the Program Grant funds and Program Loan Funds; provided, however, in no event shall any such agreement alter or UP Holdings California, LLC
23-AHSC-17953
EXHIBIT D
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
amend the respective obligations of the Recipients to the Department under the applicable Grant Documents or Program Loan Documents, including the joint and several nature thereof.
45. Departmental Cross-Default Provision
In the event the Project or Development is or has been awarded any other Departmental grant or loan funding in addition to the Program Loan and Program Grant contemplated by the Award Letter from the Department to Recipient (each such funding, including the Program Loan and Program Grant referenced in the Award Letter, being a “Departmental Funding”), then each Departmental Funding will be cross-defaulted to the other Departmental Funding so that:
A. the compliance by the obligated party(ies) under the Department’s documentation relating to one Departmental Funding shall be a condition precedent to the funding and disbursement of the funds to be provided under all of the other Departmental Fundings; and
B. a default under one Departmental Funding shall constitute a default under all of the other Departmental Fundings.
The loan and grant documentation for each Departmental Funding shall reflect the cross-defaulted nature of all such fundings.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
PROJECT-SPECIFIC PROVISIONS AND SPECIAL TERMS AND CONDITIONS
1. Project-Specific Provisions
The following are project-specific terms and conditions (and shall inform the references made to project-specific information not contained in prior exhibits.
Provision Ex. A-E.1 (As Referenced in Exhibit A, section 1)
The Project Report is dated 09/29/2023.
Provision Ex. A-E.2 (As Referenced in Exhibit A, section 1)
The Award Letter is dated 09/01/2023
Provision Ex. A-E.3 (As Referenced in Exhibit A, section 3)
The Scope of Work (“Work”) for this Agreement shall consist of one or more of the following categories, by or on behalf of the Recipient, within the Program Project Area:
Included
(“x”)
Grant Award Categories
Housing Related Infrastructure (HRI)
X Program Costs (PGM)
X Sustainable Transportation Infrastructure (STI)
X Transportation-Related Amenities (TRA)
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. A-E.4 (As Referenced in Exhibit A, section 3)
The Development that is identified in the Award Letter and described in the Application, and that is supported by the HRI Work, if any, and which is to be developed and constructed by the Recipient, or other developer on behalf of the Recipient, contains the following unit mix:
* Rental Affordable Housing Developments must include at least 20 percent of the total residential units as Affordable Units with an overall Project average affordability of all Restricted Units within the Project no greater than 50 percent represented by Area Median Income (AMI).
3787 North Blackstone Avenue
Fresno, CA 93726
Fresno County
APN 435-020-11
Dakota
Enter the number of units by bedroom size and income limit. # of
Bedrooms
# of Project Units
AHSC
Assisted
Units*
Income Limit
(Percent of AMI)
TOTAL
RESTRICTED
UNITS**
1 16 16 30% 16
1 12 12 50% 12
1 25 20 60% 25
2 6 6 30% 6
2 5 50% 5
2 19 60% 19
3 8 1 30% 8
3 15 50% 15
3 7 60% 7
1 1 Manager
Total Project
Units
114 55 113
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
**Total Restricted units include all units restricted by the Program and the Tax Credit Allocation Committee (TCAC). The HRI Grant amount, if any, was calculated based on the number of Total Restricted Units.
Provision Ex. A-E.5 (As Referenced in Exhibit A, section 3A)
Housing Related Infrastructure
The Scope of Work for this Agreement for Housing Related Infrastructure (“HRI Work”) shall consist of the following:
N/A
Provision Ex. A-E.6 (As Referenced in Exhibit A, section 3B)
Program Costs
The Scope of Work for this Agreement for Program (PGM) Costs (“PGM Work”), shall consist of the following:
The first PGM will provide free Transit Passes for the Fresno Area Express (FAX) system. These passes will be for all 114 units each month for the first three years. The passes will provide residents 31 days of unlimited rides.
The second PGM will provide free Internet Service to all residents for the first three years of operations.
The third PGM will provide residents support. Fresno Mission City Center will provide on-site residential support to all residents: GED Courses, ESL courses, financial literacy classes, parenting classes, and support groups.
The fourth PGM will provide legal services. The Fresno Anti-Displacement Task Force administers the Eviction Protection Program (EPP). The EPP provides outside legal services to families and individuals facing unlawful eviction, and is open to all Fresno residents.
Total program grant funds requested is $741,631.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. A-E.7 (As Referenced in Exhibit A, section 3C)
Sustainable Transportation Infrastructure
The Scope of Work for this Agreement for Sustainable Transportation Infrastructure (“STI Work”) shall consist of the following:
The first STI proposes Bike-lanes and Sidewalk improvements. Installation of 12 foot wide new sidewalk between Shields and Dakota. Class IV Bike lane on both sides of Dakota. New HAWK signal at the corner of Dakota and Garland Avenue.
The second STI includes
purchase of 40 CalVans for the residents, and operational funding for frequency improvements on Route 39 for a duration of 5 years.
Tot
al STI grant funds requested $13,194,531.
Provision Ex. A-E.8 (As Referenced in Exhibit A, section 3D)
Transportation-Re
lated Amenities
The Scope of Work for this Agreement for Transportation-Related Amenities (“TRA Work”) shall consist of the following:
The TRA project will provide Bus Shelters and urban greening. There are 5 bus stop improvements along route 28, and 11 additional bus stop improvements within various routes. The bike lane and sidewalk will have a landscaped buffer with planted trees.
Street trees that provide shade will be planted along the length of the street improvement.
Total TRA grant funds requested $1,644,887.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. A-E.9 (As Referenced in Exhibit A, section 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 in the Guidelines
AHSC Round 7 Guidelines, Section 107 Reference
Application
Score
(a) GHG Transit 5
(b) GHG Project Area 8
(c) GHG Efficiency 12
(d) Active Transportation and Transit Improvements 10
(e) Green Buildings and Renewable Energy 3
(f) Housing and Transportation Collaboration 6
(g) Location Efficiency and Access to Destinations 2.33 (h) Funds Committed 4
(i) Prohousing Destination 3
(j) Anti-Displacement Activities 4
(k) Local Workforce Development & Hiring Practices 3
(l) Housing Affordability 5
(m)Programs 3
(n) Community Benefits & Engagement 6
(o) Climate Adaptation & Community Resiliency 4
(p) Collaboration & Planning 3
(q) Equity & Transportation 3
Provision Ex. A-E.10 (As Referenced in Exhibit A, section 4A)
GHG Emissions Reductions Estimate
Based on the inputs in the Application, the estimated total MTCO2e over the life of the project is 37,328. This information can be found on the SGC’s website in a document titled Round 7 Data for Public Release
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. A - E.11 (As Referenced in Exhibit A, section 5)
Performance Milestones
Recipient shall ensure the completion of the Performance Milestones set forth by the designated dates as found below:
HRI PERFORMANCE MILESTONES DATE
Executed binding agreement between the Recipient and
developer of the proposed Development detailing the terms and conditions of the Project development.
N/A
Site Control of Development site(s) by proposed housing developer. N/A
Completion of all necessary environmental clearances, including those required under CEQA and NEPA. N/A
Obtaining all necessary and discretionary public land use approvals. N/A
Obtaining all enforceable funding commitments for at least the first phase of the Development supported by HRI. N/A
Obtaining all enforceable funding commitments for all construction period financing for the HRI. N/A
Obtaining enforceable commitments for all construction/permanent financing described in the Sources and Uses including
substantially final construction and permanent loan documents, and tax credit syndication documents for remaining phases of Project.
N/A
Submission of final construction drawings and specifications to the appropriate local building department or permitting authority. N/A Commencement of construction of the HRI. N/A
Construction of HRI complete. N/A
Program funds fully disbursed. N/A
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
PGM PERFORMANCE MILESTONES DATE
Identification and commitment of program operator and partners.
Completion of a business or a work plan.
Program funds fully disbursed. 01/30/2027
STI PERFORMANCE MILESTONES DATE
Executed binding agreement between the Recipient and
developer of the STI Work detailing the terms and conditions of the Project development.
03/30/2023
Site Control of STI site(s) by proposed developer. 03/30/2023 Completion of all necessary environmental clearances, including those required under CEQA and NEPA. 07/30/2024
Obtaining all necessary and discretionary public land use approvals. 03/30/2023
Submission of final construction drawings and specifications to the appropriate local permitting authority. 05/30/2025
Commencement of construction of STI. 01/30/2026
Construction completion of STI and closeout. 09/30/2027 Program funds fully disbursed. 01/30/2028
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
TRA PERFORMANCE MILESTONES DATE
Executed binding agreement between the Recipient and
developer of the TRA Work detailing the terms and conditions of the Project development.
03/30/2023
Site Control of TRA site(s) by proposed developer. 03/30/2023 Completion of all necessary environmental clearances, including those required under CEQA and NEPA. 07/30/2024
Obtaining all necessary and discretionary public land use approvals. 03/30/2023
Submission of final construction drawings and specifications to the appropriate local permitting authority. 05/30/2025
Commencement of construction of TRA. 01/30/2026
Construction completion of TRA and closeout. 09/30/2026 Program funds fully disbursed. 01/30/2027
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. A-E.12 (As Referenced in Exhibit A, section 7)
Recipient Contact 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:
Recipient: UP Holdings California, LLC
Authorized
Representative Name:
Jessica H. Berzac
Authorized
Representative Title:
Principal
Address: 7370 N. Lincoln Ave, Suite A, Lincolnwood, IL 60712 Phone No.: 559-554-9621
Email: [email protected]
Provision Ex. B-E.1 (As Referenced in Exhibit B, section 2(A)(1))
For the purposes of performing the HRI Work, as set forth in provision Ex. A-E.5 of this Exhibit E, the Department agrees to provide $0.
Provision Ex. B-E.2 (As Referenced in Exhibit B, section 2(A)(2))
For the purposes of performing the PGM Work, as set forth in provision Ex. A-E.6 of this Exhibit E, the Department agrees to provide $741,631.
Provision Ex. B-E.3 (As Referenced in Exhibit B, section 2(A)(3))
For the purposes of performing the STI Work, as set forth in provision Ex. A-E.7 of this Exhibit E, the Department agrees to provide $13,197,531.
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. B-E.4 (As Referenced in Exhibit B, section 2(A)(4))
For the purposes of performing the TRA Work, as set forth in provision Ex. A-E.8 of this Exhibit E, the Department agrees to provide $1,644,887.
Provision Ex. B-E.5 (As Referenced in Exhibit B, section 6)
All payees receiving Grant funds are listed below:
Payee Name Activity Award Amount
UP Holdings California, LLC STI $13,197,531
UP Holdings California, LLC TRA $1,644,887
UP Holdings California, LLC PGM $741,631
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. B - E.6 (As Referenced in Exhibit B, section 6C)
SOURCES AND USES - HRI
PROJECT BUDGET
INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES
N/A N/A
ESTIMATED HRI CAPITAL
IMPROVEMENT PROJECT COSTS
DEVELOPMENT COSTS
BY FUNDING SOURCE
DEVELOPMENT COSTS
COST CATEGORY TOTAL
AMOUNT
AHSC GRANT
PROGRAM
SUM OF ALL
OTHER
FUNDING
PROJECT
ACTIVITY (HARD
COSTS)
Total Project Activity
Costs $0 $0 $0
SOFT COSTS AND
OTHER PROJECT
RELATED COSTS
Total Soft Cost and
Other Project
Related Costs
$0 $0 $0
TOTAL PROJECT
COSTS
$0 $0 $0
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. B-E.7 (As Referenced in Exhibit B, section 6C)
SOURCES AND USES – PROGRAM COSTS
PROJECT BUDGET
BUDGET AND SOURCES
Dakota UP Holdings California, LLC
ESTIMATED PROGRAM COSTS DEVELOPMENT COSTS
BY FUNDING SOURCE
DEVELOPMENT COSTS
COST CATEGORY TOTAL
AMOUNT
AHSC GRANT
PROGRAM
SUM OF ALL
OTHER FUNDING
SOFT COST AND
OTHER PROJECT
RELATED COSTS
Total Soft Cost and
Other Project Related
Costs
$741,631 $741,631 $0
TOTAL PROGRAM
COSTS
$741,631 $741,631 $0
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. B-E.8 (As Referenced in Exhibit B, section 6C)
SOURCES AND USES - STI
PROJECT BUDGET
INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES
Dakota UP Holdings California, LLC
ESTIMATED STI CAPITAL
IMPROVEMENT PROJECT COSTS
DEVELOPMENT COSTS
BY FUNDING SOURCE
DEVELOPMENT COSTS
COST CATEGORY TOTAL
AMOUNT
AHSC GRANT
PROGRAM
SUM OF ALL
OTHER
FUNDING
PROJECT
ACTIVITY (HARD
COSTS)
Total Project Activity
Costs $0 $0 $0
SOFT COSTS AND
OTHER PROJECT
RELATED COSTS
Total Soft Cost and
Other Project
Related Costs
$13,194,531 $13,194,531 $0
TOTAL PROJECT
COSTS
$13,194,531 $13,194,531 $0
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. B-E.9 (As Referenced in Exhibit B, section 6C)
SOURCES AND USES – TRA
PROJECT BUDGET
INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES
Dakota UP Holdings California, LLC
ESTIMATED TRA CAPITAL
IMPROVEMENT PROJECT COSTS
DEVELOPMENT COSTS
BY FUNDING SOURCE
DEVELOPMENT COSTS
COST CATEGORY TOTAL
AMOUNT
AHSC GRANT
PROGRAM
SUM OF ALL
OTHER
FUNDING
PROJECT
ACTIVITY (HARD
COSTS)
Total Project Activity
Costs $0 $0 $0
SOFT COSTS AND
OTHER PROJECT
RELATED COSTS
Total Soft Cost and
Other Project
Related Costs
$1,644,887 $1,644,887 $0
TOTAL PROJECT
COSTS
$1,644,887 $1,644,887 $0
UP Holdings California, LLC
23-AHSC-17953
EXHIBIT E
Affordable Housing and Sustainable Communities (AHSC) Program Round 7 - Grant
NOFA Date: 01/30/2023
Approved Date: 05/03/2023
Prep. Date: 12/18/2023
Provision Ex. D-E.1 (As Referenced in Exhibit D, section 28)
Dakota
THIS PROJECT HAS BEEN MADE POSSIBLE
BY FINANCING FROM
CALIFORNIA CLIMATE INVESTMENTS
(Funded through the GREENHOUSE GAS REDUCTION FUND)
AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM
THROUGH THE
STRATEGIC GROWTH COUNCIL AND
THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
2. Special Conditions
N/A
Department of Housing & Community Development
Affordable Housing and Sustainable Communi�es
2020 West El Camino Ave,
Sacramento, CA 95833
RE: 23-AHSC-17953 (Grant) Dakota STI Scope Change
To Whom It May Concern,
In April 2023, UP Holdings California, LLC submited an applica�on for AHSC funding, applica�on number AHSC0001007. The STI budget included $1,500,000.00 for the City of Fresno to purchase Batery Electric Buses to bolster service on Route 39. The project was awarded Loan and Grant funds in September 2023, 23-AHSC-17953.
Since the applica�on was submited, the City of Fresno Department of Transporta�on has experienced many issues regarding the type of buses they need to procure for this STI scope. When we submited the GHG emission reduc�on assump�ons for higher frequency service along Route 39, we based the calcula�ons on batery electric buses (BEBs). However, the City of Fresno will no longer be purchasing BEBs because, industry-wide and at the City, they have proven to be inoperable and unreliable. Of the nine BEB buses that the City currently has, all nine are currently inoperable.
Instead, the City of Fresno would like to move forward with Fuel Cell Electric Buses (FCEBs), also known as Hydrogen fuel cell buses. FCEBs have proven more reliable with a similar environmental impact, and the City of Fresno does not want to spend addi�onal funds on the unreliable BEBs.
This leter is a formal request to HCD and AHSC to change the STI scope of work to allow for the City of Fresno to purchase FCEBs in place of the unreliable BEBs.
Please reach out to Sarah Riten at [email protected] or 708-207-4983 for any addi�onal informa�on regarding this request.
Thank you,
Cullen J. Davis, Manager
Dakota Fresno, LP
UP Holdings California, LLC
From: SGC AHSC Changes
To: Sarah Ritten; SGC AHSC Changes
Cc: Jocelyn Enriquez; Carolina Ilic; Cordero, Flavio@HCD Subject: RE: AHSC Change Request Form Attachment - 23-AHSC-17953 (Grant) Date: Wednesday, March 20, 2024 9:18:38 AM
Attachments: image001.png
External Email: Use caution with links and attachments
Hi Sara & HCD team:
The information provided in the form and the letter are sufficient for us to accept this change without a formal amendment.
Given the same number of vehicles will be procured, the funds are not changing, and the GHG reductions would not be significantly reduced, we are able to approve this with this email alone.
Please retain a copy of this email as proof – and SGC and HCD will do the same.
Thank you for communicating this change with the team.
-Marc
Marc Caswell
|
Program Manager, AHSC | He/Him
California Strategic Growth Council
1400 Tenth Street | Sacramento, CA 95814 (Working remotely) m. (415) 418-0657
Stay in the loop – sign up for SGC updates here!
From: Sarah Ritten <[email protected]>
Sent: Friday, March 15, 2024 3:49 PM
To: SGC AHSC Changes
Cc: Jocelyn Enriquez [email protected]; Cordero, Flavio@HCD Subject: AHSC Change Request Form Attachment - 23-AHSC-17953 (Grant) Hello,
Please see the attached letter requesting a change to the STI scope of work for Dakota, 23- AHSC-17953.