Subcontract Debarment Agreement

Subcontract Debarment Agreement

This Subcontract Debarment Agreement ("Agreement") is entered into as of by and between Prime Contractor: , an entity organized as with a principal place of business at (hereinafter "Prime"), and Subcontractor: , an entity organized as with a principal place of business at (hereinafter "Subcontractor").

RECITALS

WHEREAS, Prime has entered into a prime contract with Owner identified as Contract Number for the project known as ; and

WHEREAS, Prime desires to engage Subcontractor to perform certain work under Subcontract Number (the "Subcontract") and requires assurances that Subcontractor is not debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in federally funded, state-funded, or other governmental programs or procurements; and

WHEREAS, the parties deem it in their mutual interest to set forth certain certifications, covenants and remedies relating to debarment, suspension and exclusion.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth 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 Agreement, the following terms shall have the meanings set forth below:

(a) "Debarment" or "Debarred" means exclusion from participation in procurement or nonprocurement programs administered by any federal, state or local government, whether by suspension, debarment, proposed debarment, declaration of ineligibility or otherwise.

(b) "Excluded Person" means a person or entity that is presently debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from federal, state, or local government procurement or nonprocurement programs.

2. Certification of Non-Debarment

Subcontractor represents and warrants that, to the best of its knowledge after reasonable inquiry, neither Subcontractor nor any of its principals, affiliates, subcontractors, or agents, are Debarred or an Excluded Person, and Subcontractor is eligible to participate in the Subcontract and perform the work described therein. Subcontractor further certifies that it will not engage any subcontractor or supplier that is a Debarred or Excluded Person unless and until Prime provides prior written approval.

3. Disclosure Obligation

Subcontractor shall disclose in writing to Prime, within days of occurrence, any indictment, conviction, debarment, suspension, or other official allegation or determination that could render Subcontractor or any of its principals or subcontractors an Excluded Person. Subcontractor shall provide a detailed description of the facts and circumstances in the disclosure area below and shall promptly provide any documentation reasonably requested by Prime.

4. Covenants and Compliance

Subcontractor covenants that it shall: (a) comply with all applicable laws, regulations and executive orders regarding debarment and suspension; (b) require that its subcontractors and suppliers comply with the same duty of non-debarment; (c) maintain records sufficient to demonstrate compliance; and (d) upon request, provide Prime with certification, affidavits, corporate resolutions, or other documentation evidencing compliance.

5. Remedies for Breach

If Subcontractor breaches any representation, warranty or covenant in this Agreement by becoming an Excluded Person or by failing to disclose a qualifying event, Prime may, at its option and without limiting any other remedy available at law or equity: (a) suspend performance by Subcontractor and withhold payments until compliance is demonstrated; (b) terminate the Subcontract for default; (c) seek recovery of costs incurred in obtaining substitute performance from another contractor; and (d) seek injunctive relief where appropriate to prevent further harm to Prime or its contractual obligations.

6. Indemnification

Subcontractor shall indemnify, defend and hold harmless Prime, its officers, directors, employees and agents from and against any and all liabilities, claims, losses, damages, penalties, fines and expenses (including reasonable attorneys' fees) arising out of: (a) Subcontractor's breach of this Agreement; (b) Subcontractor's failure to disclose Debarment-related matters; or (c) Subcontractor's engagement of an Excluded Person without Prime's prior written consent.

7. Term; Survival

This Agreement shall commence on the Effective Date set forth above and shall continue until the completion of Subcontractor's obligations under the Subcontract. Notwithstanding termination or expiration, the representations, warranties, covenants, indemnities and obligations concerning debarment and disclosure shall survive for a period of three (3) years following final payment under the Subcontract or for such longer period as required by applicable law.

8. Notices

All notices, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , excluding that State's conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

10. Entire Agreement

This Agreement, together with the Subcontract and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations and understandings.

11. Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the intent of the invalid provision.

12. Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right.

13. Counterparts; Electronic Execution

This Agreement 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. Signatures transmitted by electronic means, including facsimile or electronic signature platform, shall be binding and treated as original signatures.

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