Agmt23 Chan Zuckerberg Initiative DAF

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Grant #: 2023-327532 (5022) GB-1593074 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 Grante e either terminates the fiscal sponsorship for the Project or so redirects funds, Grantee must immediately notify SVCF in writing. Hold Harmless: Each party (which shall include their officers, directors, trustees, employees and agents) agrees to be solely responsible for their acts of negligence and reckless acts or omissions in the performance of their obligations under this Agreement. The parties, respectively, shall be financially and legally responsible for all liabiliti es, costs, damages, expenses and attorney fees caused by it, respectively, or its respective employees for any and all such acts or omissions. This paragraph shall survive the termination of this Grant 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 reasona ble 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 fun ds. 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, without limitation, travel expenses, direct costs, or compensation-related expenses incurred in connection with raising funds for any candidate campaign; or ii. Inducing or encouraging violations of law or public policy, or causing any private inurement or improper private benefit to occur, or taking any other action inconsistent with IRC Section 501(c)(3). b. in any attempt to influence legislation within the meaning of IRC Section 501(c)(3). No Pledge: Neither this Agreement nor any other statement, oral or written, nor the making of any contribution or grant to Grantee, shall be interpreted to create any pledge or any commitment by SVCF or by any related person or entity to make any other grant or contribution to Grantee or any other entity for this or any other project. The grant contemplated by this Agreement shall be a separate and independent transaction from any other transaction between SVCF and Grantee or any other entity. No Agency: Grantee is solely responsible for all activities supported by the grant funds, the content of any product created with the grant funds and the manner in which such products may be disseminated. This Agreement shall not create any agency relationship, partnership or joint venture between the parties, and Grantee shall make no such representation to anyone. Remedies: If SVCF determines, in its sole discretion, that Grantee has substantially violated or failed to carry out any provision of this Agreement, including but not limited to failure to submit reports when due, SVCF may, in addition to any other legal remedies it may have, refuse to make any further grant payments to Grantee under this or any other grant agreement, and SVCF may demand the retur n of all or part of the unexpended grant ATTY/AGR.2023.203/Chan Zuckerberg Initiative (CZI Community Space Grant FY23-24) REV: 08-04-23 VR (Page 3 of 4)