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<br /> with all applicable Federal and State laws, regulations, and directives, except to the extent that
<br /> FTA or 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 to one
<br /> or more lessees, the Contractor agrees that it, rather than any lessee, is ultimately responsible
<br /> for compliance with all applicable Federal laws, regulations, and directives, except to the extent
<br /> that FTA or the Department determines otherwise in writing.
<br /> d. Contractor's Responsibility to Extend Federal and State Requirements
<br /> to Other Entities.
<br /> (1) Entities Affected. Only entities that are signatories to this Agreement
<br /> for the Project are parties to this agreement. To achieve compliance with certain Federal and
<br /> State laws, regulations, or directives, however, other Project participants such as sub-recipients,
<br /> third party contractors, lessees, or other, will necessarily be involved. Accordingly, the
<br /> Contractor agrees to take the appropriate measures necessary to ensure that all Project
<br /> participants comply with applicable Federal and State laws, regulations, and directives affecting
<br /> their performance, except to the extent FTA or the Department determines otherwise in writing.
<br /> In addition, if an entity other than the Contractor is expected to fulfill responsibilities typically
<br /> performed by the Contractor, the Contractor agrees to assure that the entity carries out the
<br /> Contractor's responsibilities for the Project as set forth in this Agreement.
<br /> (2) Documents Affected. The applicability provisions of Federal and State
<br /> laws, regulations, and directives determine the extent to which their provisions affect a Project
<br /> participant such as a sub-recipient, lessee, third party contractor, or other. Thus, the Contractor
<br /> agrees to use a written document to ensure that each entity participating in the Project complies
<br /> with applicable Federal and State laws, regulations, and directives, except to the extent that the
<br /> Department determines otherwise in writing. In addition, the Contractor also agrees to require
<br /> its third party contractors, sub-recipients, and lessees to include adequate provisions to ensure
<br /> compliance with applicable Federal and State laws, regulations, and directives in each lower tier
<br /> subcontract , sub-agreement, and lease for the Project, except to the extent that FTA or the
<br /> Department determines otherwise in writing. Additional requirements include the following:
<br /> (a) Third Party Contracts. Because Project activities performed by a
<br /> third party contractor must comply with all applicable Federal and State laws, regulations, and
<br /> directives, except to the extent the Department determines otherwise in writing, the Contractor
<br /> agrees to include appropriate clauses in each third party contract stating the third party
<br /> contractor's responsibilities under Federal and State laws, regulations, and directives, including
<br /> any provisions directing the third party contractor to extend applicable requirements to its
<br /> subcontractors at the lowest tier necessary. When the third party contract requires the third
<br /> party contractor to undertake responsibilities for the Project usually performed by the
<br /> Contractor, the Contractor agrees to include in that third party contract those requirements
<br /> applicable to the Contractor imposed by the Grant Agreement for the Project or the FTA Master
<br /> Agreement and extend those requirements throughout each tier except as the Department
<br /> determines otherwise in writing. Additional guidance pertaining to third party contracting is
<br /> contained in the FTA's "Best Practices Procurement Manual." FTA and the Department caution,
<br /> however, that FTA's "Best Practices Procurement Manual" focuses mainly on third party
<br /> procurement processes and may omit certain other Federal requirements applicable to the work
<br /> to be performed.
<br /> (b) Sub-agreements. Because Project activities performed by a
<br /> subcontractor/ sub-recipient must comply with all applicable Federal and State laws,
<br /> regulations, and directives except to the extent that FTA or the Department determines
<br /> otherwise in writing, the Contractor agrees as follows:
<br /> Revised 02/20/13
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