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1. The work to be performed under this agreement is on a project assisted under a program <br />providing direct federal financial assistance from HUD and is subject to the requirements <br />of Section 3 ofthe Housing and Urban Development Act of 1968, as amended, 12 U.S.C. <br />1701 u. Section 3 requires that to the greatest extent feasible opportunities for training <br />and employment be given lower-income residents of the project area; and contracts for <br />work in connection with the project be awarded to business concerns which are located <br />in, or owned in substantial part, by persons residing in the area of the project. <br />2. The parties to this contract will comply with the provisions of said Section 3 and the <br />regulations set forth in 24 CFR 135, and all applicable rules and orders ofHUD and <br />COMMERCE issued thereunder prior to the execution of this contract. The parties to <br />this contract certify and agree that they are under no contractual or other disability that <br />would prevent them from complying with these provisions. <br />3. The Subrecipient will send to each labor organization or representative of workers with <br />which he has a collective bargaining agreement or other contract or understanding, if any, <br />a notice advising the said labor organization or workers' representative of his <br />commitments under this Section 3 clause and will post copies of the notice in <br />conspicuous places available to employees and applicants for employment or training. <br />4. The Subrecipient will include this Section 3 clause in every subcontract for work in <br />connection with the project and will, at the direction of the applicant, or recipient of <br />federal financial assistance, take appropriate action pursuant to the subcontract upon a <br />finding that the subcontractor is in violation of regulations issued by the Secretary of <br />HUD, 24 CFR Part 135. The Subrecipient will not subcontract with any subcontractor <br />where it has notice or knowledge that the latter has been found in violation of regulations <br />under 24 CFR Part 135 and will not let any subcontract, unless the subcontractor has first <br />provided it with a preliminary statement of ability to comply with the requirements of <br />these regulations. <br />5. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part <br />135, and all applicable rules and orders ofHUD and COMMERCE issued hereunder <br />prior to the execution of the contract, will be a condition of the federal financial <br />assistance provided to the project, binding upon the applicant or recipient for such <br />assistance, its successors, and assigns. Failure to fulfill these requirements will subject <br />the applicant, or recipient, its consultants and subcontractors, its successors and assigned <br />to those sanctions specified by the grant or loan agreement or contract through which <br />federal assistance is provided, and to such sanctions as are specified by 24 CFR Part 135. <br />C. Conduct <br />1. Assignability <br />The Subrecipient will not assign or transfer any interest in this Agreement without the <br />prior written consent of the Local Government thereto; provided, however, that claims for <br />money due or to become due to the Subrecipient from the Local Government under this <br />contract may be assigned to a bank, trust company, or other financial institution without <br />such approval. Notice of any such assignment or transfer will be furnished promptly to <br />the Local Government and COMMERCE. <br />2. Conflict of Interest <br />No member ofthe Local Government's governing body and no other public official of <br />such locality, who exercises any functions or responsibilities in connection with the <br />Page 8 of 10