2024-063 - Accepeting Grant Funds From the Irvine Foundation

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doubts about its obligations under this Agreement, including those incorporated by reference tot he Code, Grantee will promptly contact the Foundation or legal counsel. The Foundation will not distribute Grantee materials (grant proposal, grant reports) to any outside party, unless required by law, without written consent of the Grantee. XIII. NO WAIVERS The failure of the Foundation to exercise any of its rights under this Agreement shall not be deemed a waiver of such rights. XIV. TERMINATION The Foundation, at its sole option, may terminate this agreement or withhold payments, or both, at any time, if, in the Foundation's judgment: a) the Foundation is not satisfied with the quality of the Grantee's progress toward achieving the project goals; b) the Foundation is of the opinion that the Grantee is incapable of satisfactorily completing the project or has ceased to be an appropriate means of accomplishing the purposes of the grant; c) the Grantee dissolves or fails to operate; or d) the Grantee materially fails to comply with the terms and conditions of this agreement, including but not limited to failure to submit reports when due. If termination occurs prior to the scheduled end date, the Grantee shall, upon request by the Foundation, provide to the Foundation a full accounting of the receipt and disbursement of funds and expenditures incurred under the grant as of the effective date of termination. Within sixty (60) days after written request by the Foundation, the Grantee shall remit all grant funds unexpended as of the effective date of termination, The Foundation may also avail itself of any other remedies available at law. XV. LIMITATION This Agreement contains the entire agreement between the parties with respect to the Grant and supersedes any previous oral or written understandings or agreements. It is expressly understood that by making this Grant, the Foundation has no obligation to provide other or additional support to the Grantee for purposes of this project or any other purposes. XVI. GOVERNING LAW This Agreement will be governed by and interpreted in accordance with the substantive laws of the State of California. Any laws that direct the application of another State's law to this Agreement will be disregarded. XVII. ELECTRONIC DEPOSIT INFORMATION; RELEASE All Grant payments will be made electronically. Grantee is responsible for providing the Foundation with accurate and current bank account, routing, and other information required for payment of the Grant, including any updates should the information change while any payment is outstanding, Grantee hereby releases the Foundation from any liability from, and acknowledges the Foundation shall not be responsible for, any losses or delays in receipt of Grant funds caused by Grantee's failure to provide or input complete and accurate updated account information. The James Irvine Foundation — Project Support Grant Agreement— Grant Number: 24-21619 Page 6 of 10 Resolution No.2024-063 Page 12 of 16