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Project or the FTA Master Agreement and extend those requirements <br />throughout each tier except as the Department determines otherwise <br />in writing. Additional guidance pertaining to third party contracting is <br />contained in the FTA's "Best Practices Procurement Manual." FTA <br />and the Department caution, however, that FTA's "Best Practices <br />Procurement Manual" focuses mainly on third party procurement <br />processes and may omit certain other Federal requirements applicable <br />to the work to be performed. <br />(b) Sub-agreements. Because Project activities performed by a <br />Sub-contractor/sub-recipient must comply with all applicable Federal <br />and State laws, regulations, and directives except to the extent that <br />the Department determines otherwise in writing, the Contractor agrees <br />as follows: <br />1. Written Sub-agreement. The Contractor agrees to enter into <br />a written agreement with each sub-recipient (sub-agreement) <br />stating the terms and conditions of assistance by which the <br />Project will be undertaken and completed. <br />2. Compliance with Federal Requirements. The Contractor <br />agrees to implement the Project in a manner that will not <br />compromise the Contractor's compliance with Federal and State <br />laws, regulations, and directives applicable to the Project and <br />the Contractor's obligations under this Agreement for the Project <br />and the FTA Master Agreement. Therefore, the Contractor <br />agrees to include in each sub-agreement appropriate clauses <br />directing the sub-recipient to comply with those requirements <br />applicable to the Contractor imposed by this Agreement for the <br />Project or the FTA Master Agreement and extend those <br />requirements as necessary to any lower level sub-agreement or <br />any third party contractor at each tier, except as the Department <br />determines otherwise in writing. <br />(g) No Federal/State Government Obligations to Third Parties. In <br />connection with performance of the Project, the Contractor agrees that, <br />absent the Federal/State Government's express written consent, the <br />Federal/State Government shall not be subject to any obligations or liabilities <br />to any sub-recipient, third party contractor, or other person or entity that is <br />not a party to this Agreement for the Project. Notwithstanding that the <br />Federal/State Government may have concurred in or approved any <br />solicitation, sub-agreement, or third party contract, the Federal/State <br />Government has no obligations or liabilities to such entity, including any sub- <br />recipient or third party contractor. <br />(h) Changes in Project Performance (i.e., Disputes, Breaches, Defaults, <br />or <br />Liti ation . The Contractor agrees to notify the Department immediately, in writing, <br />of any change in local law, conditions (including its legal, financial, or technical <br />capacity), or any other event that may adversely affect the Contractor's ability to <br />perform the Project as provided in this Agreement for the Project. The Contractor <br />also agrees to notify the Department immediately, in writing, of any current or <br />prospective major dispute, breach, default, or litigation that may adversely affect <br />the Federal/State Government's interests in the Project or the Federal/State <br />Government's administration or enforcement of Federal/State laws or regulations; <br />Updated 07/26/10 <br />