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1AA <br /> Docusign Envelope ID: 1009E573-lACF-4913-8247-79OD90006OD6 <br /> --R-eS1RY Ir"T I A"t-t- <br /> FOINITIATIVE SUBRECIPIENT AGREEMENT <br /> AND <br /> Paul Johnson Kelly Eby <br /> Vice President of Urban and Community Forestry Urban Forester <br /> Sustainable Forestry Initiative,Inc City of San Marcos <br /> 2121 K St. NW, Suite 750 630E. Hopkins St. <br /> Washington, DC 20037 San Marcos, TX 78666 <br /> paul.jolnison forests.org keby@sai-nuarcostx.gov <br /> AND <br /> Michael Martini Sandra Valenzuela <br /> Director of Urban and Community Forestry Grant Coordinator <br /> 2121 K St.NW, Suite 750 630E. Hopkins St. <br /> Washington,DC 20037 San Marcos, TX 78666 <br /> nflchael.niartini�' <br /> ................ svalenzuela@saiii-narcostx.gov <br /> XIV. INDEMNIFICATION <br /> A. To the extent permitted by law,and without waiving any limitations on liability or immunity granted <br /> by law. Subrecipient shall indemnify and hold harmless SFI Inc., the Agency, any funding source identified <br /> in this Agreement,their respective officers,directors,agents,and employees,in respect of any and all claims, <br /> injuries, losses, diminution in value, damages, liabilities, whether or not Currently due, and expenses <br /> including without limitation, settlement costs and any legal or other expenses for investigating or defending <br /> any actions or threatened actions or liabilities arising from: (i)the negligent acts, errors, or emissions, or the <br /> intentional, willful, or reckless misconduct or gross negligence of Subrecipient in its performance of the <br /> Project; or, (ii) Subrecipient's infringement of patents or copyrights, or unauthorized disclosure of trade <br /> secrets in its performance of the Project. <br /> B. These indemnification provisions shall survive termination of this Agreement. <br /> XV. GOVERNING LAW/VENUE <br /> This Agreement shall be governed exclusively by and pursuant to the laws of the District of Columbia. Any <br /> and all suits or claims by either party shall be brought exclusively in the District of Columbia. <br /> XVI. ENTIRE AGREEMENT/SEVERABILITY <br /> This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior <br /> understandings and writings,and may be amended or modified only by a writing signed by the parties. If any <br /> provision of this Agreement,or the application thereof to any person or circumstances,shall to any extent be <br /> void, invalid,unenforceable or illegal for any reason, the remainder of this Agreement, or the application of <br /> such terin to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be <br /> affected thereby,and each term of this Agreement shall be valid and enforceable to the fullest extent permitted <br /> by law. <br /> 12 <br />