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conditions (including its legal, financial, or technical capacity), or any other event that may adversely
<br /> affect the Contractor's ability to perform the Project as provided in this Agreement for the Project. The
<br /> Contractor also agrees to notify the Department immediately, in writing, of any current or prospective
<br /> major dispute, breach, default, or litigation that may adversely affect the Federal/State Government's
<br /> interests in the Project or the Federal/State Government's administration or enforcement of
<br /> Federal/State laws or regulations; and agrees to inform the Department, also in writing, before naming
<br /> the Federal or State Government as a party to litigation for any reason, in any forum.
<br /> h. Limitations of Agreement. This Agreement shall be subject to the availability of
<br /> Federal and State funds, and contingent upon the terms and conditions of the Master Agreement
<br /> between the FTA and the Department.
<br /> Section 6. Ethics.
<br /> a. Code of Ethics. The Contractor agrees to maintain a written code or standards of conduct
<br /> that shall govern the actions of its officers, employees, board members, or agents engaged in the
<br /> award or administration of third party contracts, subagreements, or leases financed with Federal/State
<br /> assistance. The Contractor agrees that its code or standards of conduct shall specify that its officers,
<br /> employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of
<br /> monetary value from any present or potential third party contractor at any tier, any subrecipient at any
<br /> tier or agent thereof, or any lessee. Such a conflict would arise when an employee, officer, board
<br /> member, or agent, including any member of his or her immediate family, partner, or organization that
<br /> employs, or 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 not
<br /> substantial, or the gift is an unsolicited item of nominal intrinsic value. The Contractor agrees that its
<br /> code or standards shall also prohibit the its officers, employees, board members, or agents from using
<br /> their respective positions in a manner that presents a real or apparent personal or organizational
<br /> conflict of interest or personal gain. As permitted by State or local law or regulations, the Contractor
<br /> agrees that its code or standards of conduct shall include penalties, sanctions, or other disciplinary
<br /> actions for violations by its officers, employees, board members, or their agents, its third party
<br /> contractors or sub-recipients or their agents.
<br /> 1. Gifts. It is unlawful for any vendor or contractor (i.e. architect, bidder, contractor,
<br /> construction manager, design professional, engineer, landlord, offer, or seller, sub-contractor,
<br /> supplier, or vendor), to make gifts or to give favors to any State employee of the Govemor's
<br /> Cabinet Agencies (i.e. Administration, Commerce, Correction, Crime Control and Public Safety,
<br /> Cultural Resources, Environment and Natural Resources, Health and Human Services, Juvenile
<br /> Justice and Delinquency Prevention, Revenue, Transportation, and the Office of the Governor).
<br /> This prohibition covers vendors and contractors who:
<br /> (1) have a contract with a governmental agency; or
<br /> (2) have performed under such a contract within the past year; or
<br /> (3)anticipate bidding on such a contract in the future.
<br /> State Executive Order 24 and G.S. Sec. 133-32.
<br /> b. Conflict of Interest Policy. In accordance with N.C.G.S. 143-6.2(b1), the Contractor shall
<br /> file with the Department a copy of Contractor's policy addressing conflicts of interest that may arise
<br /> involving the Contractor's management, employees, and the members of its board of directors or other
<br /> governing body. The policy shall address situations in which any of these individuals may directly or
<br /> indirectly benefit, except as the Contractor's employees or members of its board of other governing
<br /> body, from the Contractor's disbursing of Federal/State funds and shall include actions to be taken by
<br /> the Contractor or the individual, or both to avoid conflicts of interest and the appearance of impropriety.
<br /> The policy shall be filed before the Department may disburse the grant funds.
<br /> (1) Personal Conflicts of Interest. The Contractor agrees that its code or
<br /> standards of conduct shall prohibit the Contractors employees, officers, board members, or agents
<br /> from participating in the selection, award, or administration of any third party contract, or sub-
<br /> agreement supported by Federal/State assistance if a real or apparent conflict of interest would be
<br /> involved. Such a conflict would arise when an employee, officer, board member, or agent, including
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