Legal Debar Certification

LEGAL DEBAR CERTIFICATION

This Legal Debar Certification ("Certification") is made and entered into as of Effective Date: by and between Client Name: whose principal place of business is (hereinafter "Client"), and Contractor Name: whose principal place of business is (hereinafter "Contractor").

RECITALS

WHEREAS, Client is entering into or has entered into a contract or procurement transaction with Contractor identified as Contract/Agreement No.: which may result in payment, performance obligations or award of a subcontract or purchase order; and

WHEREAS, as a condition to award, payment, or continued performance, Client requires a written certification from Contractor that Contractor and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in transactions by any federal, state, or local government authority; and

WHEREAS, Client and Contractor wish to set forth the representations, certifications, remedies, and notice obligations relating to debarment and eligibility to perform under the Contract/Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

For purposes of this Certification: (a) "Debarment" means an action taken by a federal, state, or local agency to exclude a person or entity from contracting or procurement opportunities for a specified period; (b) "Suspension" means a temporary exclusion pending the completion of an agency investigation or proceeding; and (c) "Principal" means an officer, director, owner of a substantial interest, partner, managing member, or any individual who exercises substantial managerial or supervisory control over the entity.

2. CONTRACTOR CERTIFICATION

Contractor hereby represents and certifies, under penalty of perjury and other applicable legal sanctions, that neither Contractor nor any of its Principals: (a) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in transactions by any federal, state, or local government entity; (b) has within the past three (3) years been convicted of, or had a civil judgment rendered against it for, commission of fraud, bribery, embezzlement, theft, tax evasion, or other offenses indicating a lack of business integrity or honesty; and (c) is otherwise disqualified from performing work under the Contract/Agreement by reason of any governmental debarment or suspension action.

3. CONTINUING OBLIGATION TO NOTIFY

Contractor shall immediately notify Client in writing if Contractor or any Principal becomes subject to debarment, suspension, or any other proceeding that could result in debarment or ineligibility. Notification shall be sent to the notice address specified in Section 8 and shall be provided no later than five (5) business days after Contractor receives actual knowledge of such event.

4. VERIFICATION AND RECORDS

Contractor authorizes Client to verify the accuracy of this Certification through inquiries to governmental agencies or other sources. Contractor agrees to maintain all records necessary to substantiate the Certification for a period of three (3) years following final payment under the Contract/Agreement and to provide such records to Client or any authorized representative upon reasonable request.

5. FALSE STATEMENT; PENALTIES

Contractor acknowledges that making a false statement or representation in this Certification may subject Contractor and any responsible principals to criminal prosecution, civil liability, suspension or debarment proceedings, and other sanctions available under applicable law. Contractor further agrees to indemnify and hold Client harmless for any losses, damages, fines, or expenses incurred as a result of Contractor's false certification or failure to notify Client as required herein.

6. REMEDIES FOR BREACH

In the event Contractor breaches any representation or certification contained in this Certification, Client may, at its sole discretion and without limitation to other remedies at law or in equity: (a) suspend Contractor's performance; (b) withhold payments until the matter is resolved; (c) terminate the Contract/Agreement for default; (d) recover damages and costs, including attorney's fees; and (e) refer the matter to appropriate governmental authorities for debarment or other sanctions.

7. SCOPE AND DURATION

This Certification applies to Contractor's status at the time of execution and for the duration of the Contract/Agreement and any extensions, renewals, or related procurement actions unless otherwise expressly agreed in writing. Contractor's obligations under this Certification survive termination of the Contract/Agreement to the extent necessary to effectuate remedies for false certification.

8. NOTICES

9. CONTRACTOR INFORMATION

Individual Sole Proprietorship Corporation Partnership Government Entity Other:

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Certification shall be governed by and construed in accordance with the laws of the State of: without regard to conflicts of law principles. If any provision of this Certification is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. This Certification constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to debarment certification.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Certification shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right. This Certification 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 STATEMENT

By signing below, Contractor certifies under penalty of perjury that the foregoing statements are true, complete and correct to the best of Contractor's knowledge and belief. Contractor acknowledges that Client is relying upon this Certification in determining whether to award, pay, or continue performance under the Contract/Agreement.

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