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<br /> 1 Written Sub-agreement. The Contractor agrees to enter
<br /> into a written agreement with each sub-recipient (sub-agreement) stating the terms and
<br /> conditions of assistance by which the 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 compromise the Contractor's
<br /> compliance with Federal and State laws, regulations, and directives applicable to the Project
<br /> and the Contractor's obligations under this Agreement for the Project and the FTA Master
<br /> Agreement. Therefore, the Contractor agrees to include in each sub-agreement appropriate
<br /> clauses directing the sub-recipient to comply with those requirements applicable to the
<br /> Contractor imposed by this Agreement for the Project or the FTA Master Agreement and extend
<br /> those requirements as necessary to any lower level sub-agreement or any third party contractor
<br /> at each tier, except as FTA or the Department determines otherwise in writing.
<br /> Section 7. Ethics
<br /> a. Code of Ethics. The Contractor agrees to maintain a written code of standards
<br /> of 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 of
<br /> conduct shall specify that its officers, employees, board members, or agents may neither solicit
<br /> nor accept gratuities, favors, or anything of monetary value from any present or potential third
<br /> party contractor, lessee, or sub-recipient at any tier or agent thereof. Such a conflict would arise
<br /> when an employee, officer, board member, or agent, including any member of his or her
<br /> immediate family, partner, or organization that employs, or intends to employ, any of the parties
<br /> listed herein has a financial interest in the firm selected for award. The Contractor may set
<br /> deminimis rules where the financial interest is not substantial, or the gift is an unsolicited item of
<br /> nominal intrinsic value. The Contractor agrees that the code or standards shall also prohibit its
<br /> officers, employees, board members, or agents from using their respective positions in a
<br /> manner that presents a real or apparent personal or organizational conflict of interest or
<br /> personal gain. As permitted by State or local law or regulations, the Contractor agrees that its
<br /> code or standards of conduct shall include penalties, sanctions, or other disciplinary actions for
<br /> violations by its officers, employees, board members, or their agents, or its third party
<br /> contractors or sub-recipients or their agents.
<br /> 1. Gifts. N.C.G.S. § 133-32 and Executive Order 24, of October 1, 2009 prohibit
<br /> the offer to, or acceptance by, any State Employee of any gift from anyone with a contract
<br /> with the State, or from any person seeking to do business with the State. By execution of
<br /> this Agreement, Contractor attests, for its entire organization and its employees or agents,
<br /> that it is not aware that any gift in violation of N.C.G.S. § 133-32 and Executive Order 24
<br /> has been offered, accepted, or promised by any employees of Contractor..
<br /> b. Conflict of Interest Policy. In accordance with N.C.G.S. 143-6.2(b1), the
<br /> Contractor shall file with the Department a copy of Contractor's policy addressing conflicts
<br /> of interest that may arise involving the Contractor's management, employees, and the
<br /> members of its board of directors or other governing body. The policy shall address
<br /> situations in which any of these individuals may directly or indirectly benefit, except as the
<br /> Contractor's employees or members of its board of other governing body, from the
<br /> Contractor's disbursing of Federal/State funds and shall include actions to be taken by the
<br /> Contractor or the individual, or both to avoid conflicts of interest and the appearance of
<br /> impropriety. The policy shall be filed before the Department may disburse the grant
<br /> funds.
<br /> (1) Personal Conflicts of Interest. The Contractor agrees that its code or
<br /> standards of conduct shall prohibit the Contractor's employees, officers, board members,
<br /> or agents from participating in the selection, award, or administration of any third party
<br /> contract or sub-agreement supported by Federal/State assistance if a real or apparent
<br /> Revised 02/20/13
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