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<br />turnkey contract), the Contractor agrees that it, rather than the third party contractor, is
<br />ultimately responsible to the Department for compliance with all applicable Federal and
<br />State laws, regulations, and directives, except to the extent that the Department
<br />determines otherwise in writing.
<br />b. Significant Participation by a Subcontractor. Although the Contractor
<br />may delegate any or almost all Project responsibilities to one or more subcontractors, the
<br />Contractor agrees that it, rather than the subcontractor, is ultimately responsible for
<br />compliance with all applicable Federal and State laws, regulations, and directives, except
<br />to the extent that the Department determines otherwise in writing.
<br />c. Significant Participation by a Lessee of a Contractor. Although the
<br />contractor may lease project property and delegate some or many project responsibilities
<br />to one or more lessees, the Contractor agrees that it, rather than any lessee, is ultimately
<br />responsible for compliance with all applicable Federal laws, regulations, and directives,
<br />except to the extent that FTA determines otherwise in writing.
<br />d. Contractor's Responsibility to Extend Federal and State Requirements to Other
<br />Entities.
<br />(1) Entities Affected. Only entities that are signatories to this Agreement for the
<br />Project are parties to this agreement. To achieve compliance with certain Federal
<br />and State laws, regulations, or directives, however, other Project participants, such
<br />as subrecipients and third party contractors, will necessarily be involved.
<br />Accordingly, the Contractor agrees to take the appropriate measures necessary to
<br />ensure that all Project participants comply with applicable Federal and State laws,
<br />regulations, and directives affecting their performance, except to the extent the
<br />Department determines otherwise in writing.
<br />(2) Documents Affected. The applicability provisions of Federal and State laws,
<br />regulations, and directives determine the extent to which their provisions affect a
<br />Project participant. Thus, the Contractor agrees to include adequate provisions to
<br />ensure that each Project participant complies with those Federal and State laws,
<br />regulations, and directives, except to the extent that the Department determines
<br />otherwise in writing. In addition, the Contractor also agrees to require its third party
<br />contractors, subrecipients, and lessees to include adequate provisions to ensure
<br />compliance with applicable Federal and State laws, regulations, and directives in
<br />each lower tier subcontract and sub-agreement for the Project, except to the extent
<br />that the Department determines otherwise in writing. Additional requirements
<br />include the following:
<br />(a) Third Party Contracts. Because Project activities performed by a third party
<br />contractor must comply with all applicable Federal and State laws,
<br />regulations, and directives, except to the extent the Department determines
<br />otherwise in writing, the Contractor agrees to include appropriate. clauses in
<br />each third party contract stating the third party contractor's responsibilities
<br />under Federal and State laws, regulations, and directives, including any
<br />provisions directing the third party contractor to extend applicable
<br />requirements to its subcontractors. at the lowest tier necessary. When the
<br />third party contract requires the third party contractor to undertake
<br />responsibilities for the Project usually performed by the Contractor, the
<br />Contractor agrees to include in that third party contract those requirements
<br />applicable to the Contractor imposed by the Grant Agreement for the Project
<br />Revised 1/6/10
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