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ATTACHMENT 18-C (11) <br />indirect,in this Agreement;and the Subrecipient will take appropriate steps to assure <br />compliance. <br />The Subrecipient agrees to abide by the provisions of 2 CFR 200.318 and 24 CFR <br />570.611,which includes maintaining a written standard code of conduct that will govern <br />the performance of its officers,employees or agents engaged in the award and <br />administration of contracts supported by Federal funds. <br />The Subrecipient covenants that its employees have no interest and will not acquire <br />interest,direct or indirect,in the study area or any parcels therein or any other interest <br />which would conflict in any manner or degree with the performance of services <br />hereunder.The Subrecipient further covenants that in the performance of this <br />Agreement,no person having such interest will be employed. <br />3.Certification Regarding Debarment,Suspension,Ineligibilityand Voluntary Exclusion - <br />Lower Tier Covered Transactions <br />a.The lower tier contractor certifies,by signing this contract that neither it nor its <br />principals is presently debarred,suspended,proposed for debarment,declared <br />ineligible,or voluntarily excluded from participation in this transaction by any <br />Federal department or agency. <br />b.Where the lower tier contractor is unable to certify to any of the statements in this <br />contract,such contractor will attach an explanation to this contract. <br />D.Copyright <br />If this Agreement results in any copyrightable material or inventions,the Local Government <br />and/or Commerce reserves the right to royalty-free,non-exclusive and irrevocable license <br />to reproduce,publish or otherwise use and to authorize others to use,the work or <br />materials for governmental purposes. <br />E.Religious Activities <br />The Subrecipient agrees that funds provided under this Agreement will not be utilized for <br />inherently religious activities prohibited by 24 CFR 570.200(j),such as worship,religious <br />instruction,or proselytization. <br />11.SEVERABILITY <br />If any provision of this Agreement is held invalid,the remainder of this Agreement will not be <br />affected thereby and all other parts of this Agreement will nevertheless be in full force and effect. <br />12.PERFORMANCE WAIVER <br />The Local Government's failure to act with respect to a breach by the Subrecipient does not <br />waive its right to act with respect to subsequent or similar breaches.The failure of the Local <br />Government to exercise or enforce any right or provision will not constitute a waiver of such right <br />or provision. <br />13.ENTIRE AGREEMENT <br />This Agreement constitutes the entire agreement between the Local Government and the <br />Subrecipient for the use of funds received under this Agreement and it supersedes all prior <br />Revised 1/25/2021 <br />Contract Page 012 Page 11 of 14