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OHIO ENVIRONMENTAL PROTECTION AGENCY SURFACE WATER IMPROVEMENT FUND GRANT AGREEMENT Page 9 obligations hereunder, in whole or in part, without the prior written, signed consent of the other. No assignment, if any, shall operate to release Subgrantee from its liability for the performance of its duties and obligations under this Agreement. 32a. (Binding of subSubgrantees) Subgrantee shall bind its subSubgrantees to the terms and conditions of this Agreement, so far as applicable to the work of the subSubgrantee; and shall not agree to any provision which seeks to bind Ohio EPA to terms inconsistent with; or at variance from, this Agreement. 33. (Subcontract) Subgrantee shall not subcontract its duties and obligations hereunder without the prior written, signed consent of the Grant Coordinator. 34. (Governing Law) This Agreement and any claims arising out of this Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio. Any provision of this Agreement prohibited by the laws of the State of Ohio shall be deemed void and of no effect. Subgrantee hereby irrevocably consents to jurisdiction in a court of proper jurisdiction in Franklin County, Ohio. 35. (Severability) The provisions of this Agreement are severable and independent, and if any such provision shall be determined to be unenforceable in whole or in part, the remaining provisions and any partially enforceable provision shall, to the extent enforceable in any jurisdiction, nevertheless be binding and enforceable. 36. (Subgrantee Liability) Unless b. is checked, Paragraph a. is applicable. a. Subgrantee and any subSubgrantees are performing its duties and obligations under this Agreement as an independent contract and is not an agent or employee of.dhio EPA or the State of Ohio. Subgrantee agrees to indemnify, save and hold the State of Ohio and Ohio EPA harmless and immune from any and all claims for injuries.or damages resulting from or arising out of any negligent or wrongful act or omission of Subgrantee or Subgrantee's employees, subSubgrantees, subcontractors, agents or representatives in the performance of the duties and obligations of this Agreement. Such claims shall include any claims made under the Fair Labor Standards Act er under any other federal or state law involving wages, overtime or employment matters and any claims involving patents, copyrights and trademarks. Subgrantee agrees to defend against any claims if called upon by the State of Ohio to do sci, and Subgrantee shall bear all costs associated with such defense. Subgrantee . acknowledges and agrees any individual providing services under this Agreement is not a public employee for purposes of ORC Chapter 145. (The language below is for use in agreements with State institutions or State agendies and departments, such as The Ohio State University and Ohio Department of Natuw~l Resources.