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<br />or the FTA Master Agreement and extend those requirements throughout
<br />each tier except as the Department determines otherwise in writing.
<br />Additional guidance pertaining to third party contracting is contained in the
<br />FTA's "Best Practices Procurement Manual." FTA and the Department
<br />caution, however, that FTA's "Best Practices Procurement Manual" focuses
<br />mainly on third party procurement processes and may omit certain other
<br />Federal requirements applicable to the work to be performed.
<br />(b) Sub-agreements. Because Project activities performed by asub-contractor/
<br />sub-recipient must comply with all applicable Federal and State laws,
<br />regulations, and directives except to the extent that the Department
<br />determines otherwise in writing, the Contractor agrees as follows:
<br />1) Written Sub-agreement. The Contractor agrees to enter into a written
<br />agreement with each subrecipient (sub-agreement) stating the terms and
<br />conditions of assistance by which the Project will be undertaken and
<br />completed.
<br />2) Compliance with Federal Requirements. The Contractor agrees to
<br />implement the Project in a manner that will not compromise the Contractor's
<br />compliance with Federal and State laws, regulations, and directives
<br />applicable to the Project and the Contractor's obligations under this
<br />Agreement for the Project and the FTA Master Agreement. Therefore, the
<br />Contractor agrees to include in each sub-agreement appropriate clauses
<br />directing the subrecipient to comply with those requirements applicable to the
<br />Contractor imposed by this Agreement for the Project or the FTA Master
<br />Agreement and extend those requirements as necessary to any lower level
<br />sub-agreement or any third party contractor at each tier, except as the
<br />Department determines otherwise in writing.
<br />Section 16. Ethics.
<br />a. Code of Ethics. The Contractor agrees to maintain a written code or standards of
<br />conduct that shall govern the actions of its officers, employees, board members, or agents
<br />engaged in the award or administration of third party contracts, sub-agreements, or leases
<br />financed with Federal/State assistance. The Contractor agrees that its code or standards
<br />of conduct shall specify that its officers, employees, board members, or agents may
<br />neither solicit nor accept gratuities, favors, or anything of monetary value from any present
<br />or potential third party contractor, lessee, or sub-recipient at any tier or agent thereof.
<br />Such a conflict would arise when an employee, officer, board member, or agent, including
<br />any member of his or her immediate family, partner, or organization .that employs, or
<br />intends to employ, any of the parties listed herein has a financial interest in the firm
<br />selected for award. The Contractor may set de minimis rules where the financial interest is
<br />not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Contractor
<br />agrees that its code or standards shall also prohibit the its officers, employees, board
<br />members, or agents from using their respective positions in a manner that presents a real
<br />or apparent personal or organizational conflict of interest or personal gain. As permitted
<br />by State or local law or regulations, the Contractor agrees that its code or standards of
<br />conduct shall include penalties, sanctions, or other disciplinary actions for violations by its
<br />officers, employees, board members, or their agents, or its third party contractors or sub-
<br />recipients or their agents.
<br />1. Gifts. It is unlawful for any vendor or contractor (i.e. architect, bidder,
<br />contractor, construction manager, design professional, engineer, landlord, offeror, seller,
<br />Revised 1/6/10
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