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Grantee. Any references in Grantee's proposed budget to specific named third parties who are projected
<br />to receive service fees from Grant funds, are understood by the Foundation to be statements of Grantee's
<br />current intent, and the final selection of such third parties and the terms their engagement by Grantee
<br />(including the amount of fees) is within Grantee's discretion and control.
<br />In accordance with the Foundation's Indenture of Trust, any funds regranted to public agencies, or
<br />agencies established by the federal, state, or a local government, should supplement and not supplant
<br />government support.
<br />IX. PUBLICITY, PUBLICATIONS, AND COMMUNICATIONS
<br />The Foundation should be recognized for its support of your work in your public communications about
<br />the funded project or activities. For example, please note the Foundation's support on any websites or
<br />web pages about the project and in any announcements or other materials funded by this grant. Grantee
<br />should follow the instructions provided in the Grantee Communications Guidelines included in this packet.
<br />If you believe that publicly recognizing the Foundation's funding of your work may not be appropriate —
<br />either for the Grantee or the Foundation — please contact the Foundation to discuss options.
<br />X. INDEMNIFICATION
<br />In the event that a claim of any kind is asserted against the Grantee or the Foundation related to or arising
<br />from the project funded by the grant and a proceeding is brought against the Foundation by reason of
<br />such claim, the Grantee, upon written notice from the Foundation, shall, at the Grantee's expense, resist
<br />or defend such action or proceeding, at no cost to the Foundation, by counsel approved by the Foundation
<br />in writing.
<br />Grantee hereby agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless
<br />the Foundation, its officers, directors, employees, and agents, from and against any and all claims,
<br />liabilities, losses, and expenses (including reasonable attorneys' fees) directly, indirectly, wholly, or
<br />partially arising from or in connection with any act or omission by Grantee, its employees or agents, in
<br />applying for or accepting the grant, in expending or applying the grant funds, or in carrying out any project
<br />or program supported by the grant, except to the extent that such claims, liabilities, losses, and expenses
<br />arise from or in connection with any act or omission by the Foundation, its officers, directors, employees,
<br />or agents.
<br />XI. NO AGENCY
<br />Grantee is solely responsible for all activities supported by the grant funds, the content of any product
<br />created with the grant funds, and the manner in which any such product may be disseminated. This
<br />Agreement shall not create any agency relationship, partnership, or joint venture between the parties,
<br />and Grantee shall make no such representation to anyone.
<br />XII. FURTHER ASSURANCES
<br />Grantee acknowledges that it understands its obligations imposed by this Agreement, including but not
<br />limited to those obligations imposed by reference to the Code. Grantee agrees that if Grantee has any
<br />The James Irvine Foundation — Project Support Grant Agreement — Grant Number: 24-21619 Page S of 10
<br />Resolution No.2024-063
<br />Page 11 of 16
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