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Kaiser Foundation Hospitals, Northern California Region <br />- Grant Agreement - <br />126899 <br />Page 3 <br />made under this Grant award or to require a total or partial refund of any Grant funds if, in <br />KFH’s sole discretion, such action is necessary: (i) because Grantee has not fully complied <br />with the terms and conditions of this Grant, including without limitation, Grantee’s loss of tax- <br />exempt status or Grantee’s use of Grant funds for purposes other than those designated; (ii) <br />to protect the purpose and objectives of the Grant or any other charitable activities of KFH or <br />the Kaiser Permanente Medical Care Program; or (iii) to comply with the requirement of any <br />law, regulation, or regulatory agency policy applicable to Grantee, KFH or this Grant. <br />9. Termination <br />KFH may terminate this Grant for convenience upon 30 days’ written notice to Grantee and <br />may terminate this Grant immediately for the reasons specified in Section 8 or for Grantee’s <br />engagement in willful misconduct or negligence. <br />10. Independent Contractors <br />With respect to administration of this Grant, the parties understand and agree that each is at <br />all times acting and performing as an independent contractor with respect to the other. Except <br />as expressly set forth in this Agreement, neither party, nor any of its employees, shall be <br />construed to be the agent, employee or representative of the other for any purpose, or liable <br />for any acts or omissions of the other. <br />11. Compliance <br />Grantee shall (i) maintain, in full force and effect, all required governmental or professional <br />licenses and credentials for itself, its facilities and it employees and all other persons engaged <br />in work in conjunction with this Grant, and (ii) perform its duties and obligations under this <br />Agreement according to industry standards and in compliance with all applicable laws. As an <br />organization with numerous contracts with the federal government, KFH and its affiliates are <br />subject to various federal laws, executive orders and regulations regarding equal opportunity <br />and affirmative action. This Section constitutes notice that Grantee may be required to comply <br />with the following Federal Acquisition Regulations (each a “FAR”) at 48 CFR Part 52, which <br />are incorporated herein by reference: (a) Equal Opportunity (April 2002) at FAR 52.222-26; (b) <br />Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other <br />Eligible Veterans (Sept. 2006) at FAR 52.222-35; (c) Affirmative Action for Workers with <br />Disabilities (June 1998) at FAR 52.222-36, and (d) Utilization of Small Business Concerns (May <br />2004) at FAR 52.219-8. In addition, Executive Order 13495 concerning the obligations of <br />federal contractors and subcontractors to provide notice to employees about their rights under <br />Federal labor laws, or its successor, shall be incorporated herein by reference. <br />12. Miscellaneous <br />This Agreement shall be governed by the laws of the State of California. This Agreement may <br />be executed in one or more counterparts, each of which shall be deemed to be one and the <br />same instrument. Grantee may not assign any right, duty or obligation under this Agreement <br />without prior written approval from KFH. Any change of ownership or control of Grantee shall <br />be deemed an assignment. This Agreement shall be binding upon and inure to the benefit of <br />REV: 05-11-21 RL <br />ATTY/AGR.2021.108/Kaiser Permanente (Grant) (Page 5 of 7)