Legal Certificate of NonCollusion

LEGAL CERTIFICATE OF NONCOLLUSION

This Certificate of Noncollusion is executed as of by and between Contractor Name: Contractor Address: and Contracting Authority Name: Authority Address: .

RECITALS

WHEREAS, Contractor submitted a proposal, bid or quotation dated for the procurement or contract identified as: (the "Contract"); and

WHEREAS, the Contracting Authority requires, as a condition to award and payment, a written certification that Contractor has not engaged in collusive practices in connection with the solicitation or procurement process; and

WHEREAS, Contractor is willing to make such representations and warranties to induce the Contracting Authority to enter into the Contract.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CERTIFICATION OF NONCOLLUSION

Contractor hereby certifies, represents and warrants that, to the best of its knowledge and belief as of the date of this Certificate:

(a) No agreement, understanding, communication, or collusion with any other person, firm or corporation has occurred for the purpose of restricting competition, fixing prices, allocating markets or otherwise rigging the outcome of the solicitation or procurement process related to the Contract.

(b) Contractor has not offered or given any gratuity, kickback, or thing of value to an officer, employee or agent of the Contracting Authority or any other party to influence the award of the Contract. Contractor has complied with all applicable anti-bribery and anti-corruption laws and policies.

2. REPRESENTATIONS AND WARRANTIES

Contractor further represents and warrants that: it has the full corporate or legal authority to execute this Certificate; the individual signing below is duly authorized to bind Contractor; and the information furnished in connection with the solicitation and this Certificate is true, complete and accurate.

3. DISCLOSURE OF POTENTIAL CONFLICTS

Contractor shall disclose in writing any known or suspected conflicts of interest, collusive arrangements, or ongoing investigations relating to the procurement, including any relationships with competing bidders, subcontractors, consultants or officials of the Contracting Authority.

4. REMEDIES FOR BREACH

In the event Contractor is found to have engaged in collusion or other conduct that violates this Certificate, the Contracting Authority may, in its sole discretion, refuse to award the Contract, void any award, terminate the Contract for cause, recover any payments made, and pursue all other remedies available at law or in equity, including debarment or suspension from future procurements.

5. INDEMNIFICATION

Contractor agrees to indemnify, defend and hold harmless the Contracting Authority, its officers, agents and employees from and against any claim, demand, loss, liability, cost or expense (including reasonable attorneys' fees) arising out of or resulting from Contractor's breach of this Certificate or any misrepresentation herein, including claims brought by third parties.

6. RECORDS AND AUDIT

Contractor shall retain and make available upon reasonable request all records relating to bids, proposals, subcontracts and communications with third parties concerning the Contract for a period of not less than three years following final payment under the Contract. The Contracting Authority may audit such records to verify compliance with this Certificate.

7. ENTITY TYPE

Individual Partnership Corporation Limited Liability Company Other:

8. NOTICES

All notices, demands and other communications required or permitted under this Certificate shall be in writing and delivered to the following addresses:

9. GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the state applicable to the Contract, without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Certificate.

10. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Certificate contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. No amendment, modification or waiver of any provision of this Certificate will be effective unless in writing and executed by both parties. The waiver by either party of a breach of any provision of this Certificate shall not operate as a waiver of any subsequent breach.

11. SEVERABILITY; COUNTERPARTS

If any term or provision of this Certificate is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Certificate will remain in full force and effect. This Certificate may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION

By signing below, the undersigned certifies under penalty of perjury under applicable law that the statements made in this Certificate are true and correct, that the signer is authorized to execute this Certificate on behalf of the named Contractor, and that failure to provide truthful or complete information may result in sanctions, including termination of any award and recovery of funds.

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