Agmt22 Silicon Valley Community Foundation

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{00715857.DOCX; 2} 2 Use of Funds: By signing below, Grantee acknowledges that this Agreement is a contract with SVCF for the purposes stated in this Agreement. Please inform SVCF if there are changes in agency personnel who are important to the administration of the grant, or if the grant funds cannot be expended for the purpose or in the Grant Period described above. Grantee may not use the funds in any way other than as described above unless Grantee receives written permission from SVCF. Grantee shall repay to SVCF any portion of the amount granted that is not used for the purpose of this grant. If funds remain at the end of the Grant period, Grantee must contact Silicon Valley Community Foundation at svcfteam@siliconvalleycf.org prior to returning any funds not used for the purposes specified in this grant agreement. Grantee Discretion: Once granted to Grantee by SVCF, the grant funds are the property of the Grantee, who has discretion and control over the use and investment of such funds. Thus, any use of grant funds by Grantee constitutes a decision of Grantee that is wholly independent of SVCF. Fiscal Sponsor Authority: As the fiscal sponsor for the Project, Grantee will retain discretion and control over the use of the grant funds and over the selection of any sub-grantee(s) or contractor(s) to carry out the purposes of this grant. This discretion and control includes the right to redirect funds to any individual or entity, provided such redirection furthers the charitable and educational activities and purposes of the Project. In the event that Grantee either terminates the fiscal sponsorship for the Project or so redirects funds, Grantee must immediately notify SVCF in writing. Hold Harmless: Grantee hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless SVCF, its officers, directors, trustees, employees, and agents from and against any and all claims, liabilities, losses and expenses (including reasonable attorney’s fees) directly, indirectly, wholly or partially arising from or in connection with the grant, the application of funds furnished pursuant to the grant, the program or project funded or financed by the grant or in any way relating to the subject of this Agreement. This paragraph shall survive the termination of this Agreement. Recordkeeping: Grantee shall keep adequate records to substantiate the charitable purposes of its expenditures from the grant funds. Grantee shall make its books and records pertaining to the grant funds available to SVCF at reasonable times for review and audit, and shall comply with all reasonable requests of SVCF for information and interviews regarding use of grant funds. Grantee shall keep copies of all books and records related to this grant and all reports to SVCF for at least four years after Grantee has expended the last of the grant funds. Prohibited Uses: Grantee shall not use or permit any subgrantee or independent contractor to use any portion of the funds granted: a. in a manner inconsistent with Internal Revenue Code (“IRC”) Section 501(c)(3), including: i. Influencing the outcome of any specific candidate election for public office, including, REV: 01-21-22 RL ATTY/AGR.2022.008/Silicon Valley Community Foundation (CZI Community Space Grant) (Page 3 of 5)