HomeMy WebLinkAbout2011-06-27 11-221 ORDERItem No, 11 221
Date: June 27, 2011
Item/Subject: Order, Accepting a $9,000 Grant from the Maine Department of Health &
Human Services to Provide Technical Assistance and Support to the Greater Penobscot
Continuum of Care
Responsible Department: Health& Community Services
Commentary:
If approved, this grant will provide $9,000 to the City of Bangor to provide program support and
technical assistance to the Greater Penobscot Continuum of Care (GPCOC). The GPCOC was
created in August 2002 and is responsible for the planning; funding, and administration of the
HUD -funded Continuum of Care Supportive Housing Programs. The GPCOC includes
representatives of all the housing and supportive service providers participating in several HUD -
funded programs including the Shelter Plus Care project, Continuum of Care, and Supportive
Housing programs. The group meets monthly or more to review and approve program
applications and coordinate implementation of mese activities.
Department Head
city Manager
Associated Information: Order
f ance Director
Introduced for CONSENT AGENDA
x Passage
_ First Reading
_ Referral
11 F21
June v, 2011
�1b Assigned to Councilor - crwxn<k
CITY OF BANGOR
(TITLE.) -Order, Accepting a $9,000 Grant from the Maine Department of Health &
Human Services to Provide Technical Assistance and Support to the Greater Penobscot
Continuum of Care
By the City Council of the Co of Bangor
BE IT ORDERED THAT a $9,000 DHHS grant to support and provide technical
assistance to the GPCOC is hereby accepted; and
BE IT FURTHER ORDERED THAT the Finance Director is authorized to establish
necessary accounts for this purpose.
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10A 20110610WAS391
DHHS Agreement#:
MH3-12-219
Vendor/Customer#:
VC1000007014
STATE OF MAINE
DEPARTMENT OF HEALTH AND HUMAN SERVICES
Agreement to Purchase Services
THIS AGREEMENT, made this 1st day of July, 2011, is by and between the State of Maine, Department
of Heafth and Human Services, hereinafter called'Department, and City of Bangor, mailing address 103
Texas Ave; Bangor ME 04401, physical address 103 Texas Ave; Bangor ME 00401, hereinafter rolled
"Provider, forthe period of July 1, 2011 to June 30, 2011
WITNESSETH, that for and in consitleration of the payments and agreements hereinafter mentioned, to
be made and performed by the Department, the Provider hereby agrees with the Department to furnish
all qualified personnel, facilities, materials and services and in consultation with the Department, to
perform the services, study or protects described in Rorer A, and under the terms of this Agreement.
The following Riders and Attachments are hereby incorporated into this Agreement and made part of it by
reference:
Rider A - Specifications of Wont to be Performed
Rider B - Payment and Other Provisions
Rider C - Rider B Exceptions
Rider D - Additional Requirements
Rider - Program Requirements
Rider F - Budget; F-1 Agreement Settlement Form F-2 Agreement Compliance Form
Rider G - Identification of Country In Which Connected Work Will Be Pardoned
Rider I - Assurance of Compliance
WITNESSETH, that this contract is consistent with Executive Order 01 FY 11/12 or a superseding
Executive Order, and complies with its requirements.
IN WITNESS WHEREOF, the Department and the PrOvid9r, by their representatives duly authorized,
have executed this agreement in one orginal copy.
DEPARTMENTOF HEALTH AND HUMAN SERVICES
By:
William W. Boeschenstein, Jr., Chief Operating Office
And
CITYOF BANGOR
W3
Cathedra, Conlow, City Manager
Total Agreement Amount: It9 000.00
Approved:
Chair, State Procurement Review Committee
STATE OF MAINE
STANDARD AGREEME
NTD OVERHUMAN
PAGE
J DEPARTMENT OF HEALTH AND HUMANSERVICES
DHHS Agreement #MH3-12-219
AdvantageME CT #10A 20110610OA6391
Community Agency Name: CITY OF BANGOR
Address: 103 TEXAS AVE: BANGOR ME 04101
Program Name: _
TECHNICAL ASSISTANCE
Geographic Area Served
Service:
DHHS District 9— DHHS Region #3 Vendor/Customer M VC1000007014
Agency Fiscal Year: JULY to JUNE
FOR DEPARTMENT USE ONLY
Agreement Pence! Type of Agreement
Effective Date: 07101/2011 ❑ Cordred-State Services ❑ New
Termination Date: 0613012012 ®Gram -Client Services ®Renewal
Amended Effective Data ❑ Amendment
Amended Termination Date: ❑ Budget Ray.
CFDA#
ACCOUNT# FY 2012
Encumbrance
FY 2013
Encumbrance
Agreement
Total
I
010-14A-1123-02- 102E 01 $ 9,000.00
$ 9,000.00
2.
9.
4.
S.
6.
T.
8.
9.
10.
TOTALS $ 91000.00
$ 9,000.00
Agreement Routing: Agreement Administrator: Althea Harris
Purchased Service Manager: Jereai Holley
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Community A9encyllarel ram Name:
TTY.
Examinee Director:
Telephone#'.
Address'.
E-mail address:
Agreement Counsel:
Telephone #'.
Address:
E-mail address.
Fiscal Contact
Telephone #:
Address:
E-mail address'.
Clinical Director:
Telephone
Address
E-mail address:
IT Services Contact:
Telephone #.
Address,
E-mail address.
PROVIDER SUMMARY PAGE
City of Bangor Health 8 Community Services Derailment
207-992-4531 Fax #: 207-945-3348
103 Texas Avenue. Bangor; ME 04401
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103 Texas Avenue, Bangor, ME 04401
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103 Texas Avenue, Bangor, ME 04401
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RIDER A
Funds are provided under this Agreement for the provision of Adult Mental Health
services. The service descriptions are detailed in Section III Service Specifications and
Performance Guidelines. The sources of footle and compliance requirements for this
Agreement follow:
A. Saudis General Fund $9,00.00
Use of funds shall be in accordance with requirements detailed in the Maine Uniform
Accounting and Auditing Practices for Community Agencies (CMR 10.144, Chapter 30); and
with the terms of this Agreement.
B. DediwteNSpecial Revenue $_
C. Federal Funds $
Use of funds shall be in accordance with restrictions contained in the appropriate CFDA; wnih
Federal OMB Circulars A-21, A-87, A-102, A-110, A-122, and A-133, as applicable; with CMR
11}144, Chapter 30, es applicable; and with the terms of this Agreement.
CFDAn & Description (CFDA Title, award name, award no., federal
awarding agency):
The Provider shall submit reports in accordance with the spechcations of the
Department, according to the following schedule:
Financial Report of Revenues and Expenses, due quarterly, 30 days after the
and of the quarter for the Is' three quarters of the State Oscal year, to the
Agreement Administrator. The final (0 quarter report) is due 80 days after the
end of the quarter. Specific activ0ies to be reported include: Tedlnical
Assistance and Support Services.
Agreement Close-out Report, due within 80 days of agreement antl date, to the
Agreement Administrator at the address shown in Rider B Section 6. A check
payable to Treasurer, State of Maine for any surplus balance must be sent to
DHHS Service Center, 11 State House Station, 221 State Street, Augusta ME
04333-0011, Ann: Team 2.
The Provider understands that the reports are due within the Omeframes
established and that the Department will not make subsequent payment
installments under Otis Agreement until such reports ars received, reviewed and
accepted.
Ackhonally, in cases of the Provider's non-compliance with these reporting
requirements, as applicable, the Department may contact the Department of
aOer A. Page I Pree OV2V IQ
Health and Human Services', Office of MaineCare Services to request
suspension of MaineCare payments unit the problem is resolved.
Providers of Section 17 Community Suppart Services and Section 97 PNMI
Services will participate in the service review process.
The Provider further agrees to submit such other data and reports as may be
requested by the Agreement Administrator. The Pmvger shall subm t all data
and reports to the Department in accordance with M -B M. RSA, §1207 and in
accordance with Section S of Rider B of this Agreement.
W2 Technical Assistance and Support Services
The Department agrees to fund the Provider in the grant amount of $9,000
for technical assistance and support services.
These funds will be utilized to support a position whose purpose is to
provide support and technical assistance to the Penobscot Continuum of
Care (COC). These functions will include but not be limited to
coordination, solicitation, and compilation of applicants and applications in
the Penobscot COC process, seeking to support homeless persons and
systems of care in Penobscot County. This function will also ensure a
timet' and complete submission of he COC application to a national
competition under the U.S. Department of Housing and Urban
Development's Super NOFA.
If shelf anchor locations are added or deleted, the Provider must notify the
Department of these changes in writing.
Rd,, . Pae• 2 rsa.. wnwnl
;._ 221
RIDER B
PAYMENT AND OTHER PROVISIONS
The Department will pay the Provider as follows:
The Department shall pay the Provider twelve monthly payments: the total amount of the
payments will not exceed the Agreement amount. Payments may be adjusted on a quarterly
basis, based upon the level of expenditures as reported! on the quarterly financial reports as
indicated in Rider A.
Payments may be delayed or reduo rd when:
A. The Provider has not submitted required program and fiscal reports.
B. There is an under expenditure of budgeted funds or under delivery of services
amounting to 10% or more of the total Agreement for 3 consecutive months.
C. Services have been provided to ineligible recipients.
D. An audit finding shows that the Provider holds an overpayment from a prior
Agreement.
E. Other circumstances where, in the judgment of the Agreement Administrator, delay
or reduction of payment is appropriate.
Payments are subject to the Providel compliance with all Mems set forth in this Agreement and
subject to the availability of funds.
3. BENEFITS AND DEDUCTIONS. if the Provider is an individual, the Provider understands
and agrees that helshe is an independent contractor for whom no Federal or State Income Tax
will be deducted by the Department, and for whom no retirement benefits, survivor benefM
insurance, group life insurance, vacation and sick leave, and similar benefits available to State
employees will accrue. The Provider further understands their annual information returns, as
required by the Internal Revenue Code or State of Maine Income Tax Law, will be filed by the
State Controller with the Internal Revenue Service and the State of Maine Bureau of Revenue
Services. copies of which will be furnishetl to the Provider for heater Income Tax records.
4. INDEPENDENT CAPACITY. In the performance of this Agreement, the parties hereto agree
that the Provider, and any agents and employees of the Provider, shall ad in the capacity of an
independent contractor and not as officers or employees or agents of the Stale.
5. DEPARTMENTS REPRESENTATIVE. The Agreement Administrator shall be the
Departments representative during the pend of this Agreement. He/she has authority to curtail
services f necessary to ensure proper execution. He/she shall call to the Department when
payments under the Agreement am due and the amourrts to be paid, He/she shall make
decisions on all daims of the Provider, subject to the approval of the Commissioner of the
Department
6. AGREEMENT ADMINISTRATOR. All progress reports, conespondence and related
submissions from the Provider shall be submitted to:
Ridr a, Plate 1 Mw 02R41 n
Name and Title: Althea Harris, Agreement Administrator
who is designated as the Agreement Administrator on behalf of the Department for this
Agreement, except where specified otherwise in this Agreement.
The following is designated as the Program Administrator for this Agreement and shall be
responsible for oversight of the programmatic aspects of this Agreement.
Name and Title:
DHHS Division of Purchased Services
Address:
11 SHS: 221 State St,
Address:
Augusta ME 04333-0011
Telephone:
287-86118
E-mail Address:
Almi hamilArniimugov
who is designated as the Agreement Administrator on behalf of the Department for this
Agreement, except where specified otherwise in this Agreement.
The following is designated as the Program Administrator for this Agreement and shall be
responsible for oversight of the programmatic aspects of this Agreement.
Name and Title:
Susan S. Lsuritano, LCPC/C CRC
Field Service Manager
Address:
DHHS, 176 Hogan Rd.
Bangor ME 04401
Telephone:
9414203
E-mail Address:
Susan.launtano(dinaine.pov
T. CHANGES IN THE WORK. The Department may order changes in the work, the Agreement
Amount being adjusted accordingly. Any monetary adjustment or any substantive Charge in the
work shall be In the farm of an amendment, signed by both parties and approved by the Stale
Purchases Review Committee. Sad amendment must be effective prior to execution of the
work.
8. SUB -AGREEMENTS. Unless provided for in this Agreement, no arrangement shall be made
by the Provider with any other party for furnishing any of the services herein connected for
without the consent and approval of the Agreement Administrator. Any sub -agreement
hereunder entered into subsequent to the execution of this Agreement must be annotated
"approved' by the Agreement Administrator before it is reimbursable hereunder. This provision
will not be taken as requiring the approval of contracts of employment between the Provider and
As employees designed for services thereunder.
9. SUBLETTING. ASSIGNMENT OR TRANSFER. The Provider shall not sublet, sell, transfer,
assign or otherwise dispose of this Agreement or any portion thereof, or of its right. title or
interest therein, without written request to and wrRlen consent athe Agreement Administretor.
No subcontracts or transfer of agreement shall in any case release the Provitler of its liability
under this Agreement.
10. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement, the
Provider agrees as follows'.
a. The Provitler shall not discriminate against any employee or applicant for employment
relating to this Agreement because of race, color, religious creed, sex, national origin,
ancestry, age, physical or mental disabigty, or sexual orientation, unless related to a
bona five occupational qualification. The Provider shall take affirmative action to ensure
that applicants are employed and employees are treated during employment, without
regard to their race, color, religion, sex, age, national origin, physical or mental disability,
or sexual onentabon.
Rite e, Pepe 2 pe, 022Mi)
11 22.1
Such action shall include but not be limited to the following employment, upgrading,
demotions, or transfers; recruitment or recruitment ativertising; layoffs or terminations;
rates of pay or other forms of compensation; and selection for training including
apprenticeship. The Provider agrees to post in conspicuous places available to
employees and applicants for employment notices setting forth the provisions of this
nondiscrimination clause.
b. The Provitler shall, in all solicitations or ativertising for employees placed by or on behalf
of the Provider relating to this Agreement, state that all qualified applicants shall receive
consideration for employment without regard to rece, color, religious creed, sex, national
origin, ancestry, age, physical or mental disability, or sexual orientation.
c. The Provider shall send to each labor union a representative of the workers with which
it has a collective bargaining agreement, or other agreement or understanding, whereby
it is furnished with labor for the performance of this Agreement a notice to he provided
by the contracting agency, advising the said labor union or workers' representative of the
provider's commitment under this section and shall post copies of Me notice in
conspicuous places available to employees and applicants for employment.
d. The Provider shall inform the contracting D ipwtmenl's Equal Employment Opportunity
Coordinator of any discrimination complaints brought to an axlemai regulatory body
(Maine Human Rights Commission, EEOC, Office of Civil Rights) against their agency
by any individual as well as any lawsuit regarding alleged discriminatory practice.
e. The Provider shall comply with all aspects of the Americans with Disabilities Ad (ADA) in
employment and in the provismn of service to include accessibility and reasonable
accommodations for employees and clients.
f. Providers and subcontractors with Agreements in excess of $50,000 shall also pursue In
good faith affirmative action programs.
g. The Provider shall cause the foregoing provisions to be inserted in any subcontract for
any work covered by this Agreement so that such pmvisions shall be binding upon each
subcontractor, provided that the foregoing provisions shall not apply to contracts or
subcontracts for standard commercial supplies or raw materials.
11. EMPLOYMENT AND PERSONNEL. The Provider shall not engage any person in the
employ of any Stale Department or Agency in a position that would constitute a violation of 5
M.R.S.A. § 18 or 17 M. R.S.A. § 3104. The Provider shall not engage on a full-time, part-time or
other basis during the period of this Agreement, any other personnel who are or have been at
any time during the Period of this Agreement in the employ of any State Department a Agency,
except regularly retired employees, without the written consent of the State Purchases Review
Committee. Further, the Provider shall not engage on this project on a full-time, part-time or
other basis during the Will of this Agreement any retired employee of the Department who
has not bean retired for at least one year, without the written consent of the State Purchases
Review Committee. The Provider shall cause the foregoing provisions to be inserted in any
subcontract for any work covered by this Agreement so that such provisions shall be binding
upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or
12. STATE EMPLOYEES NOT TO BENEFIT. No individual employed by the Slate at Me time
this Agreement is executed or any time thereafter shall be admitted to any share or part of this
Agreement or to any benefit that might arise there from directly or indirectly that would constiute
a violation of 5 M. R.S.A. § 18 or 17 M.R.S.A. § 3104. No other individual employed by the State
at the time this Agreement is executed or any time thereafter shall be admitted to any share or
part of this Agreement or to any benefit that might apse there from directly or indirectly due to
his employment by or financial interest in the Provider or any affiliate of the Provider, without the
written consent of the State Purchases Reveal Committee. The Provider shall cause the
foregoing provisions to he inserted in any subcontract for any work covered by this Agreement
so that such pmvisions shall be Nnding upon each subcontractor, providetl that the foregoing
Rltler a, Poo 3(Rev. 02ci it
�2I
provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw
materials.
13. WARRANTY. The Provider warrants that it has not employed or contacted win any
company or person, other then for assistance with the normal study and preparation of a
proposal, to solicit or secure this Agreement and Mat it has not paid, or agreed to pay, any
company or person, other Man a bona fide employee working solely for the Provider, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon, or
resulting from the award for making this Agreement. For breach or violation of this warranty, the
Department shall have the right to annul this Agreement without liability or, in its discretion to
otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or
contingent fee.
14. ACCESS TO PUBLIC RECORDS As a condition of accepting an Agreement for
services under this section, a Provider must agree to treat all records, other than proprietary
information, relating to personal services work performed under the Agreement as public
records under the freedom of access laws to the same extent as W the work were performed
directly by the department or agency. For the purposes of this subsection, "propnetary
information" means information that is a trade secret or commercial or financial infonmation, the
disclosure of which would impair the competitive position of the Provider and would make
available information not otherwise publicly available. Information relating to wages and benefits
of the employees performing the personal services work under the Agreement and information
concerning employee and Agreement oversight and accountability procedures and systems are
not proprietary information. The Provider shall maintain all books, documents, payrolls, papers,
accounting Records and other evidence pertaining to this Agreement and make such materials
available at its offices at all reasonable times during the period athis Agreement and for such
subsequent period as specified under Maine Uniform Accounting and Auditing Practices for
Community Agendas (MAAP) rules. The Provider shall allow inspection of pertinent documents
by the Department or any authorized representative of the State of Maine or Federal
Government, and shall furnish copies thereof, if requested. This subsection applies to
Agreements, Agreement extensions and Agreement amendments executed on or after October
1, 2009.
15. TERMINATION. The performance of work under the Agreement may be terminated by the
Department in whole, or in part, whenever for any reason the Agreement Administrator shall
delemnine that such termination is in the best interest of the Department Any such termination
shall be affected by delivery to the Provider of a Notice of Termination specifying the extent to
which performance of the work under Me Agreement is terminated and the date an which such
termination becomes effective. The Agreement shall be equitably adjusted to compensate for
such termination, and mo fifkd aocodingly.
16. GOVERNMENTAL REQUIREMENTS. The Provider warrants and represents that R will
comply with all governmental ordinances, laws and regulations.
17. GOVERNING LAW. This Agreement shall be goveme t in all respells by Me laws, statutes,
and regulations of the United States of America and other State of Maine. Any legal proceeding
against the State regarding this Agreement shall be brought in State of Maine administrative or
judicial forums. The Provider consents to personal jurisdiction in Me State of Maine.
18. STATE HELD HARMLESS. The Provider agrees to indemnify, defend and save harmless
the State, its officers, agents and employees from any and all claims, date, expenses, injuries,
liabilities, losses and damages of every kind and description (hereinafter in this Paragraph
referred to as'daims') resulting from or ansing out of the performance of this Agreement by the
Provider, its employees, agents, or subcontractors. Claims to which this indemndication applies
induce, without limitation, the following: (i) Claims suffered or incurred by any Provider,
Rider B, Page 4(Rer. 02,24n 1)
221
subcontractor, materialman, laborer and any other person, find corporation or other legal entity
(hereinafter in this paragraph retained to as 'Person') providing work, services, materials,
equipment or supplies in connection with the performance of this Agreement; (ii) claims arising
out of a violation or infringement of any proprietary right, copyright, trademark, right of privacy or
other right amung out of publication, translation, development, reproduction, delivery, use, or
disposition of any data, information or other matter furnished or used in connection with this
Agreement; (iii) claims arising out of a libelous or other unlawful matter used or developed in
connection with this Agreement (iv) claims suffered or incurred by any parson who may be
otherwise injured or damned in the performance of this Agreement; and (v) all legal costs and
other expenses of defense against any asserted claims to which this Indemnification applies.
This indemnification does not Wend to a claim that results solely and directly from (i) the
Department's ne ilgence or unlawful act, or pi) action by the Provider taken in reasonable
reliance upon an instruction or direction given by an authorized person acting on behalf of the
Department in accordance with this Agreement.
19. NOTICE OF CLAIMS. The Provider shall give the Agreement Administrator immediate
notice in writing of any legal action or suit filed that is related in any way to the Agreement or
which may affect the performance of duties under the Agreement, and Prompt notice of any
claim made against the Provider by any subcontractor which may result in litigation related in
any way to the Agreement or which may affect the performance of duties under the Agreement.
20. APPROVAL. This Agreement must have the approval of the State Controller and the State
Purchases Review Committee before it can be considered a valid, enforceable document.
21. IJABILITY INSURANCE. The Provider shall keep in force a liability Policy issued by a
company fully licensed or designated as an eligible surplus line insurer to do business in this
Stall by the Maine Department of Professional& Financial Regulation, Bureau of Insurance,
which policy Includes the activity to be covered by this Agreement with adequate liability
coverage to protect itself and the Department from suits. Providers insured through a -risk
retention groupinsurer prior to July 1, 191 may continue under Mat arrangement. Prior to or
upon execution of this Agreement, the Provider shall furnish the Department with when or
photocopied verification of the existence of such liability insurance policy.
22. NON -APPROPRIATION. NONnthstanding any other provision of the Agreement, if the State
don not receive sufficient funds to fund this Agreement and other obligations of the State, if
funs are de -appropriated, or ff Me State don net receive legal authority to expend funds from
Me Maine State Legislature or Maine courts, then the State is not obligated to make payment
under Mis Agreement.
23. SEVERABILITY. The invalidity or unenforceability of any particular provision, or part
thereof, of this Agreement shall not affect the remainder of said provision or any other
provision, and this Agreement shall be construed in all respects as if such invalid or
unenforceable provision or part thereof had been omitted.
24. INTEGRATION. All terms of this Agreement are to be interpreted in such a way as to be
consistent at all times with the terms of Rider B (except for expressed exceptions to Rider B
inducted in Rider C), followed in precedence by Rider A, and any remaining Riders in
alphabetical order.
25. FORCE MAJEURE. The Department may, at its discretion, excuse the performance of an
obligation by a party undarthis Agreement in the event that performance of that obligation by
that party is Prevented by an act of GoQ act of war, riot, fire, explosion, flood or other
catastrophe, sabotage, severe shortage of fuel, power or raw materials, change in law, court
order, national defense requirement, or strike or labor Me". provided Mat any such event and
the delay caused thereby is beyond the control of, and could not reasonably the avoided by, that
party. The Department may, at its discretion, extend the time period for performance of the
obligation excused under this section by the period of the excused delay together with a
reasonable period to reinstate compliance with the terms of this Agreement.
26. SET-0FF RIGHTS. The State shall have all of its common law, equitable and statutory
rights of set-off, These rights shall include, but not be limited to, the State s option to withhold for
the purposes of set -of any monies due to the Provider under this Agreement up to any amounts
due and owing to the State with regard to this Agreement, any other Agreement, any other
Agreement with any State department or agency, including any Agreement for a term
commencing prior to the term of this Agreement, plus any amounts due and caning to Me Stale
for any other reason including, without Imitation, tax delinquencies, fee delinquencies or
monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with
normal Stale prectioes inoluding, in cases of set-off pursuant to an audit, the finalization of such
audit by the State agency, its representatives, or the State Controller.
27. ENTIRE AGREEMENT. This document contains the entire Agreement of the parties, and
nether party shall be bound by any statement or representation not contained herein. No waiver
shall be deemed to have been made by any of the parties unless expressed in writing and
signed by the waiving party. The parties expressly agree that they shall not eased in any action
relating to the Agreement that any implied waiver occurred between Me parties, which is not
expressed in cording. The failure of any party to insist in any one or more instances upon strict
performance of any of the terms or provisions of the Agreement, or to exercise an option or
election under the Agreement, shall not be construetl as a waiver or relinquishment for the
future of such terms, provisions, option or election, but the same shall continue in full force and
effect, and no waiver by any party of any one or more of its rights or remedies under the
Agreement shall be deemed to be a waiver of any prior or subsequent rights or remedy untler
the Agreement or at law.
Pito, R, Page area 0L4111)