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<br /> 5 <br />the CITY or to third parties. SUBRECIPIENT agrees not to release or circulate in whole or part <br />such materials, reports, or products without prior written authorization of the CITY. <br /> <br /> I. Close-Out. SUBRECIPIENT agrees to comply with the closeout procedures <br />detailed in 2 CFR §200.343, including the following: <br /> <br />(1) SUBRECIPIENT must submit, no later than ninety (90) calendar days after the <br />end date of the period of performance, all financial, performance, and other reports as required by <br />the terms and conditions of this Agreement; <br /> <br />(2) SUBRECIPIENT must promptly refund any balances of unobligated cash that <br />the CITY paid in advance or paid and that is not authorized to be retained by SUBRECIPIENT for <br />use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, <br /> <br />(3) CITY should complete all closeout actions for the Federal award no later than <br />one year after receipt and acceptance of all required final reports. <br /> <br />II. SUBRECIPIENT’S OBLIGATIONS <br /> <br /> A. Representations and Warranties. <br /> <br /> (1) Authority. SUBRECIPIENT is a duly organized and existing limited liability <br />company in good standing and authorized to do business under the laws of the State of California. <br />SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and <br />to undertake all obligations as provided herein and the execution, performance and delivery of this <br />Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of <br />SUBRECIPIENT. <br /> (2) Experience. SUBRECIPIENT is qualified to provide the services for said <br />program detailed herein. <br /> (3) Familiarity With Services Required. By executing this Agreement, <br />SUBRECIPIENT warrants that: (i) it has thoroughly investigated and considered the services to <br />be performed and provided for said program as detailed in Exhibit B; (ii) it has carefully <br />considered how the services should be performed; and, (iii) it fully understands the facilities, <br />difficulties and restrictions attending performance of the services under this Agreement. <br /> (4) No Conflict. To the best of SUBRECIPIENT’S knowledge, <br />SUBRECIPIENT’S execution, delivery and performance of its obligations under this Agreement <br />will not constitute a default or a breach under any contract, agreement or order to which <br />SUBRECIPIENT is a party or by which it is bound. <br /> (5) No Bankruptcy. SUBRECIPIENT is not the subject of any current or <br />threatened bankruptcy proceeding. <br />EXHIBIT 1