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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JFAk% Docusign Envelope ID: 1009E573-IACF-4913-8247-790D900060D6 FORESTRY INITIATIVE SUBRECIPIENT AGREEMENT connection, but may impose reasonable limitations upon its use, including registering and enforcing copyrights in the Agency's Works and licensing use of the Agency's Works to Subrecipient, SFI Inc. and others, all in the Agency's discretion. D. Subrecipient understands that a material condition of the Prime Agreement is that SFI Inc. makes the data,knowledge and other information developed with any Grant funds freely accessible to the Agency,other grantees of the Agency and other interested parties,consistent with the purposes of the Grant. V1. AUTHORIZED CONTACTS The following SFI Inc. employees are authorized contacts under this Agreement: Paul Johnson, VP Urban and Community Forestry and Career Pathways (project manager); Michael Martini, Director of Urban and Community Forestry-US:, Mary Bell, Chief Financial Officer. The following employees of Subrecipient are authorized contacts under this Agreement: Stephanie Reyes, City Manager, Jon Locke,Director of Finance, Jesse Garcia,Chief Financial Officer, Sandra Valenzuela, Grants Coordinator; Kelly V11. NONDISCLOSURE OF PROPRIETARY INFORMATION During the course of the term of this Agreement, Subrecipient may have access to information of a confidential and proprietary nature. Such confidential information may include, without limitation, membership lists, corporate or facility data regarding SFI. Inc. members, information about trade secrets, costs,markets,strategies,plans for future development and any other development,and any other information of a similar nature pertaining to SFI.Inc.or its members. Subrecipient hereby expressly covenants and agrees that, anytime during the term or after termination or expiration of this Agreement, Subrecipient shall not use, furnish,or disclose any confidential or proprietary information to any other person, corporation, association, or other entity without the prior written consent of SFI. Inc. This section shall survive termination of this Agreement. V111. TAXES Any compensation to Subrecipient will not be subject to withholding of either income taxes or Social Security taxes. It is understood that in the event that such payments should be deemed taxable, Subrecipient shall be solely responsible for the payment of those taxes; and Subrecipient shall,to the extent permitted by law and without waiving any immunity granted by law, indemnify SFI. Inc. against any claims for taxes or other payroll deductions, including penalties. IX. TRANSFER OF INTEREST Neither this Agreement,nor any of the rights and obligations stated herein or resulting therefrom,may be assigned,transferred or otherwise disposed of by Subrecipient without the prior written consent of SFI. Inc. X. REPRESENTATIONS AND WARRANTIES A. Subrecipient commits to achieve the Grant Purposes of this project as identified in Exhibit A,and to maintain documentation as may be required and otherwise necessary to clearly demonstrate that Subrecipient has achieved the Grant Purposes. B. Subrecipient agrees to comply fully with all laws and regulations(federal,state and local)applicable to any of its activities associated with this Agreement. 8