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AN <br /> Docusign Envelope ID:1009E573-1ACF-4913-8247-790D900060D6 <br /> FORESTRY <br /> INITIATIVE SUBRECIPIENT AGREEMENT <br /> RECITALS <br /> WHEREAS, SFI has received an award of funds from the USDA Forest Service State, Private and Tribal <br /> Forestry Cooperative Forestry through the Inflation Reduction Act, (the"Agency"), Agreement 24-CA-11132544- <br /> 009 (the"Prime Agreement"), in support of a project entitled Urban and Community Forest Improvement Program-Inflation <br /> Reduction Act(hereinafter called"the Project"); and, <br /> WHEREAS, SFI Inc. desires Subrecipient to perform certain work within the scope of the Project described <br /> above under the terms and conditions set forth below, and Subrecipient has expressed a willingness to perform such <br /> services. <br /> NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable <br /> consideration,receipt of which is hereby acknowledged, SFI Inc. and Subrecipient agree as follows: <br /> I. RESPONSIBILITIES OF THE SUBRECH'IENT <br /> A. Subrecipient shall support the purposes and goals of the Project(the"Grant Purposes")by providing <br /> services as more fully described in Exhibit A attached hereto (collectively, the "Services") in accordance <br /> with the terms and provisions set forth herein. Subrecipient shall furnish all professional services, labor, <br /> materials, tools, and supervision necessary or appropriate to fully perform the Services and all other duties <br /> and responsibilities of Subrecipient pursuant to this Agreement. Subrecipient shall perform the Services in <br /> accordance with the schedule outlined in Exhibit A. <br /> B. Subrecipient agrees to provide reasonable assistance to SFI Inc. in meeting SFI Inc.'s reporting <br /> obligations under the Prime Agreement. Subrecipient will submit reports to SFI Inc. according to the <br /> Reporting Due Dates set forth in Exhibit A. <br /> C. In the performance of the Services, Subrecipient shall comply with all applicable federal, state, <br /> provincial and local laws, regulations, rules, ordinances, codes, permits, licenses, approvals, orders, <br /> declarations and decrees in effect from time to time,whether or not specifically identified herein(collectively, <br /> "Laws"). In addition, Subrecipient shall also comply with the specific terms set forth in Exhibit B relating <br /> to the funding sources for this Agreement. <br /> II. PERSONNEL <br /> A. All of the work performed under this Agreement shall be performed under the supervision of the <br /> person(s) identified in Exhibit A("Key Personnel"). Subrecipient may not remove any Key Personnel from <br /> the Services without the prior written consent of SFI Inc.,unless such Key Personnel are no longer employed <br /> by or affiliated with Subrecipient.Key Personnel may only be replaced with the prior written approval of SFI <br /> Inc.,which approval will not be unreasonably withheld.If requested by SFI Inc., Subrecipient must promptly <br /> replace any Key Personnel if, in the opinion of SFI Inc., the performance of such Key Personnel is <br /> unsatisfactory. Subrecipient is responsible for all actions or inactions performed by Subrecipient and <br /> Subrecipient's personnel in connection with the Services. <br /> III. TERM OF AGREEMENT AND TERMINATION <br /> A. Upon the full execution of this Agreement,the effective date of this Agreement shall be August 21, <br /> 2024, the date that the Prime Agreement period of performance began to run ("Effective Date"). Subaward <br /> 3 <br />