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of this Agreement or any other fund, programs, projects, <br />or activities that flow from this Agreement; and <br />b) If Subgrantee engages in lobbying activities, Subgrantee <br />shall complete, sign and date the CERTIFICATION <br />REGARDING LOBBYING /DISCLOSURE OF LOBBYING <br />ACTIVITIES, Attachment as required by the U.S. <br />Department of Health and Human Services under 45 <br />CFR Part 93. <br />v. Data Universal Numbering System (DUNS) Requirements <br />Subgrantee shall provide to Subgrantor proof of an active nine- <br />digit Data Universal Numbering System (DUNS) number as a <br />prerequisite to execution of this Agreement. To obtain <br />authentication of the DUNS number, print and submit <br />verification from the Systems for Award Management website <br />at https: / /www.sam.gov /portal /public /SAM /. <br />17. General Terms and Conditions <br />a. Approval: This Agreement is of no force or effect until signed by both <br />parties and approved by the CDC, if required. Subgrantee may not <br />commence performance until such approval has been obtained; <br />b. Amendment: No amendment or variation of the terms of this <br />Agreement shall be valid unless made in writing, signed by the parties <br />and approved as required. No oral understanding or Agreement not <br />incorporated in the Agreement is binding on any of the parties; <br />c. Assignment: This Agreement is not assignable by Subgrantee, either in <br />whole or in part, without the consent of Subgrantor in the form of a <br />formal written amendment; <br />Audit: Subgrantee agrees to allow the auditor(s) access to such <br />records during normal business hours and to allow interviews of any <br />employees who might reasonably have information related to such <br />records. Further, Subgrahtee agrees to include a similar right of the <br />awarding agency and Subgrantor to audit records and interview staff in <br />any sub - subgrantees related to performance of this Agreement. (Gov. <br />Code §8546.7, Pub. Contract Code §10115 at seq., CCR Title 2, <br />Section 1896); <br />e. Indemnification: Subgrantee agrees to indemnify, defend and save <br />harmless CDC and Subgrantor, their officers, agents and employees <br />PICH Subcontract Page 32 <br />CFDA Number: 93.331 <br />Federal Award Identification Number (FAIN): U58DP005861 <br />Grant Number: 1U58DP005861 -01 <br />Funding Opportunity Announcement Number: CDC- RFA =DP14 -1417 <br />20A -34 <br />