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AHSC IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT (Bay Fair Apartments) THIS AHSC IMPLEMENTATION AND MUTUAL INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of XXXX between the San Francisco Bay Area Rapid Transit District, a rapid transit district pursuant to Public Utilities Code Section 28500 et seq., (“District” or "BART"), City of San Leandro, a California charter city and municipal corporation (“City”) and Pacific West Communities, Inc., an Idaho Corporation (“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: ⦁ 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 19, 2024 (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. ⦁ Developer and City, as co-applicants, are applying for AHSC funds in response to the AHSC NOFA to provide funding for: (A) construction of the Bay Fair Apartments affordable housing project in 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-related amenities by the District (the “BART TRA Improvements”); (D) the construction of certain transportation-related improvements to be constructed by other parties (“Non-BART Transportation Projects”); and (E) certain costs related to purchase of BayPass 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 March 19, 2024 (collectively, the “AHSC Application”). ⦁ The AHSC Application seeks an award to the Developer in an aggregate amount of up to $50,000,000 in AHSC funds consisting of: (A) not to exceed $35,000,000 of AHSC loan funds for a permanent loan (“AHSC Loan”) which will be disbursed to a limited partnership to be formed later (the “Partnership”), for the construction of the Housing Project; (B) $0 of AHSC grant funds for the purpose of reimbursing the cost of the BART STI Improvements; (C) $1,502,062 of AHSC grant funds for the purpose of reimbursing the cost of the BART TRA Improvements; (D) up to $8,166,259 of AHSC grant funds for the purpose of reimbursing the cost of the Non- BART Transportation Projects; and up to (E) $1,800,000 of AHSC grant funds for reimbursing the costs of the AHSC Programs. 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.” ⦁ The District, Developer, and the City are required to enter into this Agreement 1