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anv aaencv relationship. nartnershin. Or i0int venture herween the nartiec and <br />any agency relationship, partnership, or joint venture between the parties, and <br />Grantee shall make no such representation to anyone. <br />P. No Waivers. The failure of The Endowment to exercise any of its rights under <br />this Agreement shall not be deemed to be a waiver of such rights. <br />Q. No Further Obligations by The Endowment This grant is made with the <br />understanding that The Endowment has no obligation to provide other or <br />additional support or grants to the Grantee. <br />R. Remedies. If The Endowment determines, in its reasonable discretion, that <br />Grantee has substantially violated or failed to carry out any provision of this <br />Agreement, including but not limited to failure to submit reports when due, The <br />Endowment may, in addition to any other legal remedies it may have, refuse to <br />make any further grant payments to Grantee under this or any other grant <br />agreement, and The Endowment may demand the return of all or part of the grant <br />funds not properly spent or committed to third parties, which Grantee shall <br />immediately repay to The Endowment. The Endowment may also avail itself of <br />any other remedies available by law. <br />S. Indemnification. Grantee irrevocably and unconditionally agrees, to the fullest <br />extent permitted by law, to defend, indemnify, and hold harmless The <br />Endowment, its officers, directors, employees, and agents, from and against any <br />and all claims, liabilities, losses, and expenses (including reasonable attorneys' <br />fees) directly, indirectly, wholly, or partially arising from or in connection with <br />any act or omission of Grantee, its employees, or agents, in applying for or <br />accepting the grant, in expending or applying the grant funds, or in carrying out <br />any project or program to be supported by the grant, except to the extent that such <br />claims, liabilities, losses, or expenses arise from or in connection with any act or <br />omission of The Endowment, its officers, directors, employees, or agents. <br />T. Captions. All captions and headings in this Agreement are for the purposes of <br />reference and convenience only. They shall not limit or expand the provisions of <br />this Agreement. <br />U. Entire Agreement; Amendments and Modifications This Agreement constitutes <br />the entire agreement of the parties with respect to its subject matter supersedes <br />any and all prior written or oral agreements or understandings with respect to the <br />subject matter hereof. This Agreement may not be amended or modified, except <br />in a writing signed by both parties. <br />V. Governing Law. This Agreement shall be governed by the laws of the State of <br />California. <br />Agreement Restricted Project: Santa Ana Police Department - 20102189 Page 5 of 6 <br />Rev. 1/9/08