Loading...
HomeMy WebLinkAboutSubrecipient Agreement with Open Lines for PY2012 CDBG FundsSUBRECIPIENT AGREEMENT BETWEEN CITY OF MERIDIAN AND Open Lines, Inc. FOR PROGRAM YEAR 2012 COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This A Bement is entered into this ~ day of ~ ~ , 20~ by and between the City of ~' Meridian a munici al corporation organized under the laws of the state of Idaho ("City") and Open Lines, Inc. p WHEREAS, Cit is an entitlement community, and as such has applied for and received funds from the Y United States Government under Title I of the Housing and Community Development Act of 1974, Public Law 93-383, i.e. Community Development Block Grant ("CDBG") funds; and WHEREAS, Subrecipient provides business and individual training, which activity complements the objectives of the CDBG program; and WHEREAS, City and Subrecipient wish to enter into a cooperative agreement for the investment of CDBG funds from Program Year 2012 (PY 12); NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. SCOPE OF SERVICE A. Activities. Subrecipient shall use City's PY12 CDBG funds in the amount of twelve thousand dollars ($12,000) to provide employment training and permanent job placement for low/moderate income seniors who are residents of Meridian. Subrecipient shall be responsible for administering its PY12 CDBG funds in a manner satisfactory to City and consistent with any and all grant requirements and regulations. B. National Objective. Subrecipient certifies that the activities carried out City's PY12 CDBG funds provided by City under this Agreement will meet one or more of the CDBG program's National Objectives as defined in 24 CFR § 570.208. Specifically, Subrecipient's activities under this agreement shall provide a new public service (24 CFR 570.201(e)) to limited clientele (LMC) (24 CFR § 570.208(a)(2)). C. Levels of accomplishment. 1. Goals. Subrecipient shall undertake activities pursuant to this Agreement to provide job training and placement for Meridian Seniors. 2. Performance measures. This project will provide employment training and permanent job placement for low/moderate income seniors who are residents of Meridian. In addition to the normal administrative services required as part of this Agreement, Subrecipient agrees to document and report on each and all of the following outcomes: a. Household income of each person assisted; and b. Age, race, and ethnicity of individuals assisted. D. Performance monitoring. City will monitor the performance of Subrecipient against goals and performance measures as set forth herein. Performance monitoring shall include City's review of Subrecipients' submitted documents for accuracy and completion, as well as anon-site visit from City's CDBG Administrator to review the completeness and accuracy of records maintained. Substandard performance as determined by City shall constitute noncompliance with this Agreement. If action to PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 1 OF 1 O correct such substandard performance is not taken by Subrecipient within fourteen days (14) after being notified by City, Agreement suspension or termination procedures will be initiated. E. Time of performance. Services of Subrecipient shall start on or before February 1, 2013 and end on December 31, 2013. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Subrecipient remains in control of CDBG funds or other CDBG assets. F. Progress Reports. Subrecipient shall submit a regular Progress Report, in the form and content as required by City, with every draw request. If Progress Reports are delinquent, draw requests will not be processed until the delinquency is cured. Progress Reports must contain information onoutcome-based measurements as outlined in this Agreement. II. ADMINISTRATIVE REQUIREMENTS A. Uniform administrative requirements. Subrecipient shall comply with applicable uniform administrative requirements, as described in 24 CFR § 570.506. B. Financial Management. 1. Budget. Subrecipient agrees that it shall use City's PY12 CDBG funds in the amount of twelve thousand dollars ($12,000) to provide employment training and permanent job placement for low/moderate income seniors who are residents of Meridian. City may require a detailed budget breakdown, and Subrecipient shall provide such information in a timely fashion, and in the form and content prescribed by City. 2. Supplementation of other funds. Subrecipient agrees to utilize funds available under this Agreement to supplement, rather than supplant, funds otherwise available. 3. Accounting Standards. Subrecipient agrees to comply with 24 CFR §§ 84.21 through 84.28, and further agrees to: adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 4. Subrecipient Orientation Workshop. Subrecipient agrees to meet with City's CDBG Program Administrator prior to submitting the first draw request to City. City will not process draw requests unless and until Subrecipient attends this meeting. 5. Client Data. Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to: client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available for review upon City's request. Subrecipient understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of City or Subrecipient's responsibilities under this Agreement, is prohibited by the Financial Privacy Act unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 6. Closeout. Subrecipient's obligation to City shall not end until all closeout requirements are completed. Activities during this closeout period shall include, but shall not be limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to City), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 2 OF 1 O remain in effect during any period that Subrecipient has control over CDBG funds, including pro gram income. 7. Audits and inspections. All Subrecipient records with respect to any matters covered by this Agreement shall be made available to City, HUD or its agent, or other authorized federal officials, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. Any deficiencies noted in audit reports must be fully repaired by Subrecipient within thirty (30) days after receipt of such report by Subrecipient. Failure of Subrecipient to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. C. Payment Procedures. 1. Program Income. The activities governed by this agreement are not anticipated to generate program income as Subrecipient shall not charge for providing employment training and permanent job placement for low/moderate income seniors who are residents of Meridian. Any change to the activities described herein that will generate program income shall require an amendment to this agreement. 2. Indirect Costs. Indirect costs are not eligible for CDBG funding. 3. Payment Procedures. City will pay to Subrecipient funds available under this Agreement based upon information submitted by Subrecipient and consistent with any approved budget and City policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by Subrecipient, and not to exceed actual cash requirements. Payments will be adjusted by City in accordance with advance fund and program income balances available in Subrecipient's accounts. In addition, City reserves the right to liquidate funds available under this Agreement for costs incurred by City on behalf of Subrecipient. 4. Draw requests. It is expressly agreed and understood that the total amount to be paid by City under this Agreement shall not exceed twelve thousand dollars ($12,000). Drawdowns for the payment of eligible expenses shall be made against the activity specified, in accordance with performance and as expenses are incurred by Subrecipient. Draw requests shall only be accepted on official City and/or HUD forms and must be completed in full to be processed. All draw requests are to be submitted monthly, no later than twenty-one (21) days after the end of the month for which reimbursement is being submitted. Draw requests shall include the following: draw request form; progress report; beneficiary income eligibility documentation; payroll detail and proof of payment by Subrecipient. Final draw under this Agreement will be submitted by Subrecipient no later than December 20, 2013 unless otherwise agreed in writing. 5. Funds transfer. Pursuant to 24 CFR § 570.503(b)(7), upon expiration of this Agreement, Subrecipient shall transfer to City any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. 6. DUNS number. Subrecipient shall comply with requirements established by the Office of Management and Budget ("OMB") concerning the Dun and Bradstreet Data Universal Numbering System ("DUNS"), the Central Contractor Registration database, and the Federal Funding Accountability and Transparency Act, including Appendix A to Part 25 of the Financial Assistance Use of Universal Identifier and Central Contractor Registration, 75 Fed. Reg. 55671 (Sept. 14, 2010) (to be codified at 2 CFR part 25) and Appendix A to Part 170 of the Requirements for Federal PY I2 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 3 OF 10 Funding Accountability and Transparency Act Implementation, 75 Fed. Reg. 55663 (Sept. 14, 2010) (to be codified at 2 CFR part 170). D. Procurement. 1. Compliance with policies. Subrecipient shall comply with current Federal and City policies concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided hereunder. 2. OMB Standards. Subrecipient shall procure all materials in accordance with the requirements of 24 CFR § § 84.40 to 84.48. 3. Travel. Subrecipient shall obtain written approval from City prior to any travel with funds provided under this Agreement. E. Records and reports. 1. Records to be maintained. In addition to specific records mentioned in this Agreement, Subrecipient shall maintain all records that are pertinent to the activities to be funded under this Agreement, including, but not limited to, those required by the Federal regulations specified in 24 CFR § 570.506, and: a. Full descriptions and records of each activity undertaken; b. Records related to activities meeting the National Objectives; c. Records required to determine the eligibility of activities for CDBG funding; d. Financial records, as required by 24 CFR §§ 84.21 through 84.28 and 570.502; e. Other records necessary to document compliance with 24 CFR Part 570, Subpart K, except that Subrecipient does not assume City's responsibilities under 24 CFR § 570.604 and part 52. 2. Records disclosure and retention. Except as specifically exempt from disclosure under state or federal statute, all records related to this agreement and the services provided hereunder are public records and subject to disclosure to any person upon request. Subrecipient shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement, defined as the date of the submission of City's final annual performance and evaluation report to HUD. If, prior to the expiration of the five- yearperiod, any litigation, claims, audits, negotiations or other actions begin that involve any of the records cited, such records shall be retained until completion of the actions and resolutions of all issues, or the expiration of the five-year period, whichever occurs later. III. EMPLOYMENT AND LABOR CONDITION REQUIREMENTS A. Civil Rights Act. Subrecipient agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1974, the Americans with Disabilities Act of 1990, Executive Order 11063, the Executive Order 11246 as amended by Executive Order 11375 and 12086, and 24 CFR 570.601 and 570.602. B. Nondiscrimination. Subrecipient agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR ~ 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the Housing and Community Development Act are also applicable. Subrecipient will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 4 OF I O ancestry, national origin, sex, disability or other handicap, marital status or status with regard to public assistance. Subrecipient will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. C. ADA section 504. Subrecipient agrees to comply with Federal regulations pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 706) which prohibits discrimination against the handicapped in any Federally-assisted program. City shall provide Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. D. Affirmative Action. 1. Approved Plan. Subrecipient agrees that it shall be committed to carry out pursuant to City's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24,1966. 2. Women- and Minority-Owned Businesses. Subrecipient shall use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms "small business" means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish- speaking, Spanish surnamed orSpanish-heritage Americans, Asian-Americans, and American Indians. Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. E. Notifications. 1. Notice to workers. Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of Subrecipient's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 2. Solicitations for employment. Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, state that it is an Equal Opportunity or Affirmative Action employer. F. Prohibited Activity. Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; sectarian, or religious activities; lobbying, political patronage, and nepotism activities. 1. Political activities. Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engage in the conduct of political activities in violation of the Hatch Act (Title V, Chapter 15, U.S.C.). 2. Religious activities. Subrecipient agrees that funds provided under this Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the Federal regulations specified in 24 CFR § 570.200(j). PY 12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE S OF 1 ~ G. Labor standards. Subrecipient agrees to comply with all applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. Subrecipient shall maintain documentation which demonstrates compliance, and such documentation shall be made available to City for review upon request. H. Conflicts of Interest. Subrecipient agrees to abide by the provisions of 24 CFR § § 84.42 and 570.61 lm, which include, but are not limited to, the following: 1. Code of Conduct. Subrecipient shall maintain a written code or standards of conduct that shall govern the performance. of its officers, employees or agents engaged in the award and administration of Agreements supported by Federal funds. 2. Contract selection. No employee, officer or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. 3. Self-interested contracts and nepotism. No persons who exercises or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in adecision-making process or gain inside information with regard to such activities, may obtain a financial interest in any Agreement, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, either for themselves or those with who they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a "covered person" includes any person who is an employee, agent, consultant, officer, or elected or appointed official of City, the Subrecipient, or any designated public agency. I. Lobbying. The following certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Subrecipient hereby certifies that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal Agreement, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal Agreement, grant, loan, or cooperative agreement; 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal Agreement, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; 3. Subrecipient will require that the following language be included in the award documents for all sub- awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly: "This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352, Any person who fails to file the required PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 6 OF I O certification shall be subject to a civil penalty of not let less that $10,000 and not more than $100,000 for each such failure." IV. GENERAL CONDITIONS A. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: City of Meridian Open Lines, Inc. Attn: Lori Den Hartog Attn: Becky McKinstry CDBG Program Administrator President 33 E. Broadway Avenue 815 N. Main Street Meridian, Idaho 83642 Meridian, Idaho 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. B. Compliance with laws. Subrecipient agrees to comply with HUD regulations concerning CDBG funds, including, but not limited to, 24 CFR Part 570 and subpart K of such regulations. Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement, except that: (1) Subrecipient does not assume the recipient's environmental responsibilities described in 24 CFR 570.604, and (2) Subrecipient does not assume the recipient's responsibility for initiating the review process under the provisions of 24 CFR Part 52. C. Copyright. Contracts of agreements for the performance of experimental developmental or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants Contracts and Cooperative Agreements." D. Independent Contractor. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship ofemployer/employee between the parties. Subrecipient shall at all times remain an independent Contractor with respect to the services to be performed under this Agreement. City shall provide no benefits or insurance coverage whatsoever to Subrecipient and/or to its agents. E. Indemnity. Subrecipient, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, and all participants in Subrecipient's programming, shall hold harmless, defend and indemnify City from and for all such losses, claims, actions, and/or judgments for damages or injury to persons or property and/or losses and expenses caused or incurred by Subrecipient and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, and participants in its programming, and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by Subrecipient and/or Subrecipient's employees, agents, contractors, subcontractors, officials, officers, servants, guests, invitees, participants, and/or volunteers and resulting in and/or attributable to personal injury, death, and/or damage and/or destruction to tangible or intangible property. F. Workers' Compensation. Subrecipient shall provide Workers' Compensation Insurance coverage for all employees involved in the performance of this Agreement. G. Insurance and bonding. Subrecipient shall carry sufficient insurance coverage to protect Agreement assets from loss due to theft, fraud and/or undue physical damage. Further, Subrecipient shall comply PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 7 OF 1 ~ with the bonding and insurance requirements of 24 CFR § § 84.31 and 84.48. H. Grantor Recognition. Subrecipient shall publically recognize the role of City in providing services under this Agreement. In addition, Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. I. Amendments. The parties hereto may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each party, and approved by City's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release either party from its obligations under this Agreement. City may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both parties. J. Termination. 1. Notice of termination. Either party may terminate this Agreement by, at least 30 days before the effective date of such termination, giving written notice to the other party of such termination and specifying the effective date thereof. 2. Partial termination. Partial terminations of the Scope of Service as set forth herein may only be undertaken with the prior approval of City. 3. Work completed. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports of other materials prepared by Subrecipient under this Agreement shall, at the option of City, become the property of City, and Subrecipient shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. 4. Termination for convenience. In accordance with 24 CFR § 85.44, suspension or termination of the Agreement, in whole or in part, may occur for convenience. 5. Termination for material noncompliance. In accordance with 24 CFR § 85.43, suspension or termination of the Agreement, in whole or in part, may occur if Subrecipient materially fails to comply with any term of this Agreement, which shall include, but shall not be limited to, the following: a. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; b. Failure by Subrecipient to fulfill in a timely and proper manner its obligations under this Agreement; c. Ineffective or improper use of funds provided under this Agreement; or d. Submission by the Subrecipient to City reports that are incorrect or incomplete in any material respect. 6. Penalty for material noncompliance. In addition to suspension or termination of this Agreement and/or any other remedies as provided by law, upon a finding of material noncompliance, City may declare Subrecipient ineligible for any further participation in City CDBG programming. In the event there is probable cause to believe Subrecipient is in noncompliance with any applicable rules PY 12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 8 OF 1 O or regulations, City may withhold up to fifteen (15) percent of said Agreement funds until such time as Subrecipient is found to be in compliance by City, or is otherwise adjudicated to be in compliance. K. Assignment. Subrecipient shall not assign or transfer any interest in this agreement without rior p written consent of City; provided, however, that claims for money due or to become due to Subreci lent p from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any assignment or transfer shall be furnished prom tl to Cit . pY Y L. Subcontractors. 1. City must approve. Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the prior written consent of City. All subcontracts entered into in the performance of this Agreement shall be awarded pursuant to any applicable provisions of the City Purchasing Policy and/or local, state, or federal laws. 2. Monitoring. Subrecipient shall monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence offollow-up actions taken to correct areas of noncompliance. Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by City, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 3. Subcontract content. Subrecipient shall cause all provisions of this Agreement in their entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. Specifically, without limitation, Subrecipient shall include the provisions of this Agreement regarding Civil Rights and Affirmative Action in every subcontract or purchase order, specifically or by reference, to ensure that such provisions will be binding upon all subcontractors. 4. Documentation. Executed copies of all subcontracts shall be forwarded to City along with documentation concerning the selection process. M. No contractual impediments. Subrecipient certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. N. Severability. If any provision of this Agreement is held invalid, the reminder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 0. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. P. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time after the governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. Q. Approval required. This Agreement shall not become effective or binding until approved by the respective governing bodies of both City and Subrecipient. PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 9 OF 1 O IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed b their dul Y y authorized officers to be effective as of the day and year first above written. SUBRECIPIENT: n Ines, Inc. By: Becky cKinstry '~` ~~ ~. ~~ r q~ ~~~~ aq +~~ ,~- ~'`' 4~ ~y ~ ~`~ '~`, ~~ ~~ ~ ~ _~ ~'~ Q _.,~~ STATE OF IDAHO ss: County of ~~, ) I HEREBY CERTIFY that on this ~ day of ,~~ ~1,~c~.~,~~.:. ~' r before the undersigned, a Notary Public in the State of Idaho, personally appeared Becky McKinstry, proven to me to be the person who executed the said instrument, and acknowledged to me that such person executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. ~:,~ Notary Public for Idaho ~ ~`~~ Residing at y,~', ~ ~~ , ~ '' Idaho My Commission Expires: - CITY: City of Meridian By: T Attest: o~~`~~D AU~~Sr ~~ ? ~~~ GQ ~9 ~~ Weerd, Mayor city of y E ~D~AN~ IDANQ ~~ SF~AL ti ~~ ~ r~~F °f ~h a A~ ~`'~~~ t olman, City Clerk PY12 SUBRECIPIENT AGREEMENT -OPEN LINES, INC. PAGE 1 O OF 1 O