2. Duties of Sponsor. Sponsor agrees to:

a. Create one or more separate fund accounts within Sponsor’s fund accounting system, within which Client’s assets shall be maintained. Cash assets belonging to Client shall be held in Sponsor’s financial institution.

b. Provide Client with access to and/or copies of all written materials received by Sponsor from Funders related to restricted funds received under this Agreement.

c. In a timely manner, disburse Client’s restricted funds received under this Agreement to designated payees upon receipt of appropriate written request from Client.

d. Provide necessary and timely custodial, accounting, reporting, and record-keeping services for restricted funds it receives pursuant to this Agreement.

e. Report restricted funds it receives under this Agreement as income of Sponsor on Sponsor's financial statements and tax returns.

f. Perform these duties and services for Client for a percentage of Client’s expenses incurred at a rate (Indirect Cost Rate) established via a valid Indirect Cost Rate Agreement between Sponsor and its cognizant agency. Indirect costs shall be automatically earned by Sponsor upon the incurring of expense by Client and equal to the product of the Sponsor’s Indirect Cost Rate and the total incurred expenses by Client. The Sponsor’s Indirect Cost Rate can change from year to year. Sponsor will notify Client if/when Sponsor’s Indirect Cost Rate changes.

g. Sponsor shall exercise its discretion to determine if disbursement requests submitted to Sponsor by Client comply with the approved budgets awarded by Funders and are reasonably justified to satisfy project purposes, and if not, Client agrees that Sponsor is not required to comply with said requests. Sponsor will ensure that disbursement requests submitted to Sponsor by Client for the expenditure of “discretionary” or “unrestricted” funds generally comply with 2 CFR 200 guidelines for allowable direct costs. Unrestricted funds are comprised of donations to Client with no specified purpose or restriction.

3. Duties of Client. Client agrees to:

a. Fully adhere to and comply with all applicable laws and regulations in management, implementation, and operation of any/all grant/project.

b. Fully adhere to and comply with all contractual agreements or obligations entered into regarding restricted funds for any grant/project, and work with Sponsor to draft any/all contractual agreements or obligations.

c. Identify to Sponsor any individual(s) authorized to and responsible for requesting disbursements of restricted funds for Client’s grants/projects, and use and adhere to Sponsor's disbursement request forms, methods, and procedures.

d. Not obligate Sponsor to pay for any amount exceeding the balance in the Clients restricted fund(s) accounts for any specific grant/project and in aggregate, nor authorize or permit anyone to do so.

e. Prepare and submit timely to Sponsor any and all reports, documentation, or other information regarding any grant/project as required by Funders.

f. Not refer to or use Sponsor's name in any written materials, proposals, or solicitations regarding the Project without the express prior written approval of Sponsor.

g. Keep confidential any information or material proprietary to Sponsor or designated by Sponsor as Confidential Information that Client may receive, have access to, develop, or contribute to the production of or in connection with this Agreement.

4. Performance of Charitable Purposes. All restricted funds received by Sponsor under this Agreement shall be devoted to the purposes specified by Funders, within the tax exempt purposes of Sponsor. Sponsor shall not, and shall not permit Client to use restricted funds received under this Agreement to attempt to influence legislation; to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office; to induce or encourage violations of law or public policy; to cause any private inurement or improper private benefit to occur; nor to take any other action inconsistent with IRC Section 501(c)(3).

Client shall not, and shall not use restricted funds received under this Agreement to attempt to influence legislation; to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office; to induce or encourage violations of law or public policy; to cause any private inurement or improper private benefit to occur; nor to take any other action inconsistent with Sponsor's status as a non-profit IRC Section 501(c)(3) organization.

5. Termination. This Agreement may be terminated by Sponsor or Client at any time with thirty days written notice.

6. Limitations. This Agreement states the terms of Sponsor's fiscal sponsorship of Client, and does not express or imply Sponsor's endorsement of any decisions, actions, or conduct of Client or any other activity undertaken by Client. Client is an independent organization whose decisions, actions, conduct and activities or those of its representatives do not necessarily represent the decisions, actions, conduct or positions of Sponsor or Sponsor's directors and staff.

7. Indemnification. Sponsor shall defend, indemnify and hold harmless Client, its directors, officers, employees and agents, from and against any and all liability, loss, expenses, attorneys' fees or claim for injury or damages asserted by any third party, arising out of acts or omissions of Sponsor in the performance of this Agreement but only in. proportion to and to the extent such liability, loss,
expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Sponsor, its directors, officers, employees or agents.

Client shall defend, indemnify and hold harmless Sponsor, its directors, officers, employees and agents, from and against any and all liability, loss, expenses, attorneys' fees or claim for injury or damages asserted by any third party, arising out of acts or omissions of Client in the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Client, its directors, officers, employees or agents.

8. Miscellaneous. Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision. This Agreement shall be interpreted and construed in accordance with the laws of the State of Hawai'i. The failure of Sponsor to exercise any of its rights under this Agreement shall not be deemed a waiver of such rights.

9. Entire Agreement. This Agreement constitutes the only agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement may not be amended or modified, except in writing signed by both parties to this Agreement.

10. Effective upon Signing. This Agreement is effective upon the signing of both parties by their authorized representatives.

The above signature indicates I agree to this legally binding document, and I understand Pacific American Foundation will sign at a later time to complete this document.