Res 2024-145 approving a Subaward Grant Agreement with Sustainable Forestry Initiative, Inc., providing grant funding to the city in the amount of $299,722.00 for the city to conduct a tree inventory

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AA Docusign Envelope ID: 1009E573-1ACF-4913-8247-790D900060D6 V 10 r1%L.�L_I— O,FJ",JR,J�r"I 11 FORESTRY INITIATIVE SUBRECIPIENT AGREEMENT funds may not be used to support activities conducted prior to the Effective Date of this Agreement and any costs incurred by Subrecipient prior to the Effective Date are disallowed. This Agreement is effective through July 1,2028(the"Expiration Date"),or until terminated, whichever occurs first. B. This Agreement may be terminated by SFI Inc. as follows: 1. upon five(5)days advance written notice in the event of:(i)failure to comply with applicable law, including any provision in Exhibit B to this Agreement by Subrecipient; (ii) fraud by the Subrecipient; (iii) insolvency, bankruptcy, reorganization or receivership of the Subrecipient; (iv) breach of fiduciary duties by the Subrecipient; (v) suspension or debarment by the Government of the Subrecipient; (vi) Subrecipient has an organizational conflict of interest, or any other conflict of interest that the Agency or SFI believes,in their sole discretion,cannot be mitigated;(vii)negligence, neglect or misconduct by the Subrecipient; or 2. after written notice and ten(10)calendar days(unless a longer time is specified in the written notice by SFI Inc.) Subrecipient is unable to cure a perceived non-compliance with any material term (other than those enumerated in III.B.1)of this Agreement,including but not limited to(i)SFI.Inc.'s dissatisfaction with the quality of the Services;and(ii)Subrecipient's failure to complete the Services in a timely manner. C. Subrecipient shall have the right to terminate its obligations pursuant to this Agreement if SFI Inc. shall fail to make any payment properly owing to Subrecipient hereunder and such failure has not been remedied or cured within thirty (30) days of SFI Inc.'s receipt of written notice thereof. SFI Inc. may terminate this Agreement with or without cause upon thirty(30)days prior written notice to the Subrecipient. Upon any such tennination described in this subsection, SFI Inc. shall pay for any portion of the Subrecipient's grant costs incurred but not yet paid at the time of termination; provided, however, that Subrecipient shall have no right to any amounts attributable to defective Services or Services not otherwise performed in accordance with the requirements of this Agreement.Such compensation shall be Subrecipient's sole and exclusive remedy for termination pursuant to this subsection. D. Upon termination of this Agreement by either Party, Subrecipient shall immediately, within thirty (30)days,deliver all work performed pursuant to this Agreement to SFI.Inc. (including documents provided to Subrecipient by SFI. Inc. and any work in progress, such as notes, drafts and sketches) and shall, upon SFI. Inc.'s written request, document on a time and materials basis in detail the status of the set-vices that have been terminated and the delivered work. If requested by SFI. Inc., Subrecipient shall, after termination, cooperate on a time and materials basis with SFI. Inc. in its or another's efforts on SFI. Inc.'s behalf to complete any services or deliverables set forth in writing and to provide for an orderly transition. E. Any terms of this Agreement that, by their nature, extend beyond its termination, shall remain in effect until fulfilled,and apply to respective successors and assigns. IV. COMPENSATION/TERMS OF PAYMENT A. This Subaward is in the amount of$299,722.00 Pre-award costs more than 90 days prior to award are not allowed. All costs incurred prior to the award are at the Subrecipient's risk. 4