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D.Grantee responded to a Request for Proposals (RFP # 22-119) from the City, and <br />the Project was selected for an award of HHAP funds. Consistent with the Pre-Commitment Letter <br />from the City dated July 18, 2023, City desires to provide financial assistance to Grantee for the <br />Project by providing a grant to Grantee in an amount not to exceed Two Million Twenty One <br />Thousand Three Hundred Nineteen Dollars ($2,021,319) on terms and conditions set forth in this <br />Agreement (“HHAP Grant”). <br />E.The amount of the HHAP Grant was determined based upon the City's review of <br />the Grantee's proposal, and the proforma and projected cash flows for the Project submitted by the <br />Grantee to the City ("Proforma"). The City Project Manager has authority to approve revisions to <br />the Proforma and projected cash flows for the Project, provided that the HHAP Grant is not <br />materially increased or extended. <br />F.Grantee desires to accept the HHAP Grant on the terms and conditions set forth in <br />this Agreement. Among other things, this Agreement requires an Affordable Housing Regulatory <br />Agreement with Declaration of Restrictive Covenants and Conditions (“Regulatory Agreement”) <br />must be recorded against the Property and other protections to ensure the affordable housing <br />requirements of this Agreement. <br />G.Grantee represents that it has the requisite qualifications, expertise, and experience <br />to develop, construct and rehabilitate the Project and is willing to use said HHAP Grant for the <br />Project. <br />H.This Agreement is contingent upon the award of HHAP grant funds from the State <br />of California, California Homeless Coordinating and Financing Council in the Business, <br />Consumer Services and Housing Agency. <br />I.The Project is in the best interest of the City and the health, safety and welfare of <br />the residents of the City, and in accordance with the public purposes and provisions of applicable <br />federal, state and local laws and requirements. <br />NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein <br />contained, City and Grantee agree as follows: <br />1.DEFINITIONS AND INTERPRETATION <br />1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in <br />the Recitals above and in all other Project Documents, unless otherwise expressly defined, are <br />defined where first used in this Agreement and/or as set forth in this Article 1. <br />(a)“Affordable Housing Unit” shall mean the ten (10) affordable units <br />restricted for occupancy by the Regulatory Agreement as follows: one (1) one-bedroom unit and <br />seven (7) two-bedroom units shall be restricted for occupancy by Qualified Homeless Youth <br />who qualify as Extremely Low Income, and two (3) three-bedroom units shall be restricted for <br />occupancy by Qualified Seniors who qualify as Very Low Income, as further defined in the <br />Regulatory Agreement. <br />EXHIBIT 2