Agmt23 Silicon Valley Social Venture Fund

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City of Redwood City serving as fiscal agent for Redwood City Together Grant Agreement REV: 01-24-23 RL with the terms of this Agreement shall constitute a waiver of these provisions with respect to any subsequent breach or waiver by either party or its right at any time thereafter to require exact and strict compliance with provisions of this Agreement. 4. This Agreement shall be construed and the rights and obligations of the parties hereto shall be determined in accordance with the laws of the State of California, without regard to its choice of law rules and principles. The parties agree that venue of any action arising out of this Agreement shall be in San Mateo County, California. 5. This Agreement, including any exhibits, amendments or schedules thereto, contain the full understanding and agreement of the parties with respect to its subject matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall be binding unless in writing and signed by an authorized officer of both parties. Neither the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this. 6. Any notice or other communication required or permitted to be made or given by either party pursuant to this Agreement will be in writing and will be deemed to have been duly given: (i) five business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine, or if sent electronically by portable document format (PDF) file; or (iii) when delivered if delivered personally or sent by express courier service. All notices will be sent to the other party at its address as set forth above or at such other address as such party will have specified in a written notice given in accordance with this section. Hold Harmless: In accepting a grant from SV2, the Grantee Partner hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless SV2, its officers, directors, trustees, employees and agents, from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of the Grantee Partner, its employees or agents, in applying or accepting such grant, in expending or applying the funds furnished pursuant to such grant or in carrying out the program or project to be funded or financed by such grant, except to the extent that such claims, liabilities, losses or expenses arise from or in connection with any willful or grossly negligent act of SV2, its officers, directors, employees or agents. Counterparts: This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which together will constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or sent electronically by portable document format (PDF), such signature will create a valid and binding obligation of the party executing with the same force and effect as if the facsimile or PDF signature page were an original thereof. ATTY/AGR.2023.011/Silicon Valley Social Venture Fund (Organizational Grant) (Page 4 of 5)