PLEASE CAREFULLY READ THE FOLLOWING DOWN PAYMENT ASSISTANCE GRANT TERMS AND CONDITIONS: *
These Terms and Conditions (“Terms and Conditions”) govern the terms by which Operation Tiny Home, a California nonprofit organization (“OTH”), offers you (“Grantee”) a grant for the specific amount (“Grant Funds”) and for the specific funding purposes (“Tiny Home Purchase”) as set forth in the e-mail sent to you by OTH entitled “Grant Approval / Payment Notification from Operation Tiny Home” (“Grant Approval Notification Email”). All capitalized terms have the meanings defined herein or in the Grant Approval Notification Email.
A. Representations and Warranties of the Grantee. Grantee hereby represents and warrants that:
1. Grantee is a citizen or a legal permanent resident of the United States.
2. Grantee is either (i) a community hero, such as a veteran, law enforcement, firefighter, or primary school teacher, or (ii) a person overcoming a significant personal hardship, such as a natural disaster victim, a person living with illness or disability, or the surviving spouse of a veteran.
3. Grantee or its agents have secured all government approvals required to locate, construct, and for Grantee to reside in its Tiny Home Purchase (“Verifiable Long-Term Location”).
4. All information provided by Grantee in the Down Payment Assistance Grant Program Application Form, during the Pre-Approval Phone Interview, or otherwise communicated to Grantor in connection herewith (“Grantee Information”) is true and correct in all material respects.
5. Grantee has provided Grantor with all known information and copies of all written records in its possession (including, but not limited to, contracts, notices, permits, correspondence, studies and assessments) that would reasonably be expected to be material to Grantor in connection with the Grant.
B. Representations and Warranties of the Grantor. Grantor hereby represents, warrants, and covenants that:
1. Grantor is a not-for-profit corporation duly formed, validly existing and in good standing under the laws of the state of California, and has all requisite power, authority, and authorization to issue the Grant and to disburse the Grant Funds.
2. Grantor has determined based upon its review of the Grantee Information that Grantee is eligible to receive the Grant Funds towards the Tiny Home Purchase.
The representations and warranties made by OTH in this Section B are the exclusive representations and warranties made by OTH to Grantee. OTH expressly disclaims any other express or implied representations or warranties in connection with the Grant contemplated hereby.
C. Grantee Compliance with Down Payment Assistance Program Requirements. Grantee covenants to comply in all respects with each of the following covenants, conditions and restrictions applicable to recipients of the Grant Funds.
1. Use of Grant Funds. Grant Funds will be used for no other purposes than payment to Grantee’s approved Build Partner for design, construction or other services reasonably necessary to the Tiny Home Purchase. Grantee must notify OTH immediately if for any reason Grantee is unable to use any portion of the Grant Funds towards the down payment on its Tiny Home Purchase as indicated in the Grant Approval Notification Email.
2. Primary Residence. Once the Tiny Home Purchase is completed and the Build Partner has certified that the Tiny Home Purchase is ready for move-in, Grantee shall use the Tiny Home Purchase for no other purpose than as the primary personal residence of the Grantee and his/her immediate family.
3. Sales or Leases. Grantee shall provide written notice to OTH at least thirty (30) days prior to listing its Tiny Home Purchase for sale or lease. If Grantee executes a contract of sale or lease covering any portion of its Tiny Home Purchase within three (3) years after the date on which Grantee first occupied the Tiny Home Purchase, Grantor shall have the right in its sole and exclusive discretion to repayment (in part or full) of the Grant Funds consistent with Section G hereof.
4. Insurance. Grantee shall at all times during its occupancy of the Tiny Home Purchase maintain homeowners’ insurance in commercially reasonable coverage amounts.
5. Publicity. Grantee shall allow OTH and its donors to use Grantee’s name and photos of Grantee and/or Grantee’s Tiny Home Purchase in announcements, articles, reports, brochures, and similar promotional or other public materials and events. Grantee shall further use its best efforts to cooperate with the internal review and approval requirements of OTH for any public announcements, communications or publications in any manner concerning the Grant or the Tiny Home Purchase. Grantee shall refrain from making any publications of its own concerning OTH, OTH’s donors, the Grant, or the Tiny Home Purchase without the prior consent of OTH.
6. Miscellaneous. Grantee agrees to comply immediately with any written request by Grantor to cease activities that, in Grantor’s judgment, could be expected to jeopardize the United States federal tax-exempt status or California not-for-profit status of Grantor.
7. Proof of Compliance. Upon written request by OTH, Grantee shall within thirty (30) days provide information and/or documentation concerning Grantee’s use of the Grant Funds and/or compliance with the covenants, conditions and restrictions set forth in this Section C.
D. Term. These Terms and Conditions shall remain in full force and effect from the date of the Grant Approval Notification Email unless and until Grantor terminates these Terms and Conditions pursuant to the provisions of Section E below.
E. Termination. Grantee acknowledges that Grantor may from time to time issue updated Terms and Conditions applicable to the Grant Funds. Grantor may terminate these Terms and Conditions with or without cause by giving thirty (30) days’ prior written notice to Grantee, and Grantee shall become immediately bound by any updated Terms and Conditions upon the completion of such thirty-day notice period.
F. Release and Indemnification. From and after the date of the Grant Approval Notification Email, Grantee shall release, indemnify, defend and hold harmless OTH, its donors and affiliates, and their respective officers, directors, employees, shareholders, partners, trustees and members from and against any and all losses, liabilities, costs and expenses (including court costs, attorneys’ fees, and other experts’ fees and other reasonable expenses of disputes), claims, taxes, awards, judgments, settlements, fines, penalties, deficiencies and damages (including the loss of other grant funding and other consequential damages) (collectively, “Losses”) arising directly, indirectly, wholly or partially from or in connection in any manner with the Grant Funds, the Tiny Home Purchase, or otherwise in carrying out the actions contemplated under these Terms and Conditions and the Grant Approval Notification Email.
1. Section 1542 Waiver: If the Tiny Home Purchase is located in the state of California, Grantee expressly waives the protection of Section 1542 of the California Civil Code, and expressly waives and releases any rights or benefits arising thereunder. Section 1542 of the California Civil Code states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The Grantee acknowledges that Grantee is aware that Grantee may hereafter discover facts different from, or in addition to, those which Grantee now knows or believes to be true with respect to the matters release in this Section F, and agrees that the releases so given in Section F shall be and remain in effect as full and complete releases of the respective claims, notwithstanding any such different or additional facts.
G. Return of Grant Funds. OTH reserves the right to repayment of any Grant Funds from Grantee upon thirty (30) days written notice if, in OTH’s sole discretion, such action is necessary (i) because Grantee has not fully complied with these Terms and Conditions, (ii) to cure any inaccuracy in or breach of the Representations and Warranties of Grantee, or (iii) to comply with any applicable law or regulation. In any such case, OTH shall have no obligation to seek repayment of any portion of such Grant Funds from Grantee’s approved Build Partner prior to recovery from Grantee.
H. Basis for Non-Payment. OTH shall have no obligation to deposit Grant Funds if OTH determines in its sole discretion that Grantee is in default under these Terms and Conditions, provided that OTH shall not unreasonably refuse to make such deposit.
I. No Waiver; Cumulative Remedies. No failure by Grantor to exercise and no delay by Grantor in exercising any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
J. Severability. Each provision of these Terms and Conditions shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision
K. Governing Law. These Terms and Conditions shall be interpreted and construed in accordance with the laws of the State of California.
L. Dispute Resolution. The Parties hereto agree to use best efforts to resolve any disputes arising in relation to these Terms and Conditions informally. The Parties agree that, prior to a Party initiating any legal action concerning a dispute arising under this Agreement, that Party must provide a written notice of dispute, setting forth the factual basis for the dispute, and make reasonable efforts to meet and confer with the other Party within a reasonable time from providing notice of dispute. If the Parties cannot mutually agree upon a resolution within thirty (30) days following written notice of a dispute by either Party, then either Party shall be entitled to pursue specific performance and other injunctive relief in court in addition to all other available judicial remedies at law or in equity. The Parties agree that irreparable harm would occur if Grantee materially fails to meet its compliance obligations under Section C hereof.