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final payment from CDPH to Community Partners under the same, to permit CDPH or any duly authorized
<br />representative, to have access to, examine or audit any pertinent books, documents, papers and records
<br />related to this Agreement and to allow interviews of any employees who might reasonably have information
<br />related to such records.
<br />7.Communications/Promotional Materials: Community Partners shall have the right to approve all publicity,
<br />press events, and promotional and advertising materials relating to the grant in advance of publication or
<br />occurrence and Grantee shall submit to Community Partners any proposed materials for approval prior to
<br />their release. Grantee shall have no right to use any symbol, logo, trade name or trademark of Community
<br />Partners without its advance written consent. Community Partners may, at its discretion, publish and
<br />distribute promotional materials relating to the use of the grant. External communications and
<br />announcements shall clearly identify Community Partners, California Department of Public Health, The
<br />California Endowment, The California Wellness Foundation, and other funding members of CACHI as a funder
<br />or supporter of Grantee in all published material relating to the subject matter of the grant.
<br />8.Status: Grantee represents it is currently, and shall remain during the period funded, a non-profit public
<br />benefit corporation exempt from federal income taxes under sections 501(c)(3) and 509(a)(1), (2) or (3) of the
<br />Internal Revenue Code or a local, state or federal government agency eligible to receive charitable
<br />contributions.
<br />9.Terrorist Activity: Grantee agrees that it will use the grant funds in compliance with all applicable anti-
<br />terrorists financing and asset control laws, regulations, rules, and executive orders.
<br />10.Indemnification: Grantee irrevocably and unconditionally agrees, to the fullest extent permitted by law, to
<br />defend, indemnify, and hold harmless Community Partners, its officers, directors, employees, and agents, and
<br />the funders of CACHI, their officers, directors, employees, and agents, from and against any and all claims,
<br />liabilities, losses and expenses arising from or in connection with any act or omission of Grantee, its
<br />employees, or agents, in accepting the purpose(s) of the grant, except to the extent that such claims,
<br />liabilities, losses or expenses arise from or in connection with any act or omission of Community Partners or
<br />the funders of CACHI, their officers, directors, employees, or agents.
<br />11.Termination: This agreement may be cancelled by Community Partners with or without cause upon 30
<br />calendar days advance written notice to Grantee. In the event of early cancellation or termination, Grantee
<br />shall be entitled to compensation for services performed satisfactorily under this Agreement and expenses
<br />incurred up to the date of cancellation and any non-cancelable obligations incurred in support of this
<br />Agreement.
<br />12.Remedies: If Community Partners determines, in its sole discretion, that Grantee has substantially violated or
<br />failed to carry out any provision of this Agreement, Community Partners may refuse to make any further
<br />grant payments to Grantee under this or any other grant agreement, and Community Partners may demand
<br />the return of all or part of the grant funds not properly spent or committed to third parties, which Grantee
<br />shall immediately repay to Community Partners. Community Partners may also avail itself of any other
<br />remedies available by law.
<br />13.No Agency. Grantee is solely responsible for all activities supported by the grant funds, the content of any
<br />product created with the grant funds, and the manner in which such products may be disseminated. This
<br />agreement shall not create any agency relationship, partnership, or joint venture between the parties, and
<br />Grantee shall make no such representation to anyone.
<br />14.Future Funding. This award is made with the understanding that Community Partners has no obligation to
<br />provide other or additional support for this project, nor does the award represent any commitment to future
<br />support from Community Partners for this or any other project of the Grantee.
<br />REV: 08-02-2023 RL
<br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 3 of 34)
<br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8
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