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E. Contractor now approves the provision of HHAP-3 grant funds to Subcontractor in an amount not to exceed $2,040,992.00, to be used in the operation of the Program. This $2,040,992.00 in HHAP-3 grant funds shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2021-175, as amended. F. Subcontractor represent that it has the requisite qualifications, expertise, and experience in the provision of the Program and is willing to use said HHAP-3 grant funds to operate said Program. G. This HHAP-3 Agreement is contingent upon the award of HHAP-3 grant funds from the State of California, California Homeless Coordinating and Financing Council in the Business, Consumer Services and Housing Agency. H. Contractor and Subcontractor have duly executed this HHAP-3 Agreement for the expenditure and utilization of said HHAP-3 funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this HHAP-3 Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire HHAP- 3 Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this HHAP-3 Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the Program, the operation of the Homeless Navigation Center at 1815 E. Carnegie, Santa Ana, for City clients. 2. TERM This HHAP-3 Agreement shall take effect on the date first written above and shall terminate on June 30, 2026, unless otherwise cancelled or modified according to the terms of this HHAP-3 Agreement. This HHAP-3 Agreement shall also cover any and all services provided by the Subcontractor since the date the HHAP-3 grant funds were awarded to the Contractor. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $2,058,070.34 in HHAP-3 grant funds from the State of California, with an additional $8,232,281.35 in HHAP-3 grants funds to be disbursed to Contractor, to be encumbered by May 31, 2024. Contractor agrees to pay to Subcontractor when, if and to the extent State HHAP-3 grant funds are received a sum not to exceed $2,040,992.00 for Subcontractor's performance of the Program through the term of this HHAP-3 Agreement, which shall count toward the amount of funds due from the Contractor to Subcontractor under Agreement No. A-2021-175, as amended. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. 2