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party contractor agrees to provide property or services in support of the Project, or even carry out
<br /> Project activities normally performed by the Contractor (such as in a turnkey contract), the Contractor
<br /> agrees that it, rather than the third party contractor, is ultimately responsible to the Department for
<br /> compliance with all applicable Federal and State laws, regulations, and directives, except to the extent
<br /> that the Department determines otherwise in writing.
<br /> (2) Significant Participation by a Subcontractor. Although the Contractor
<br /> may delegate any or almost all Project responsibilities to one or more subcontractors, the Contractor
<br /> agrees that it, rather than the subcontractor, is ultimately responsible for compliance with all applicable
<br /> Federal and State laws, regulations, and directives, except to the extent that the Department
<br /> determines otherwise in writing.
<br /> (3) 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 or
<br /> more lessees, the Contractor agrees that it, rather.than any lessee, is ultimately responsible for
<br /> compliance with all applicable Federal laws, regulations, and directives, except to the extent that FTA
<br /> or the Department determines otherwise in writing.
<br /> g. Contractor's Responsibility to Extend Federal and State Requirements to Other
<br /> Entities.
<br /> (1) Entities Affected. Only entities that are signatories to this Agreement for the
<br /> Project are parties to this agreement. To achieve compliance with certain Federal and State laws,
<br /> regulations, or directives, however, other Project participants, such as subrecipients, third party
<br /> contractors, lessees, or other, will necessarily be involved. Accordingly, the Contractor agrees to take
<br /> the appropriate measures necessary to ensure that all Project participants comply with applicable
<br /> Federal and State laws, regulations, and directives affecting their performance, except to the extent
<br /> FTA or the Department determines otherwise in writing. In addition, if an entity other than the
<br /> Contractor is expected to fulfill responsibilities typically performed by the Contractor, the Contractor
<br /> agrees to assure that the entity carries out the Contractor's responsibilities for the Project as set forth in
<br /> this Agreement.
<br /> (2) Documents Affected. The applicability provisions of Federal and State laws,
<br /> regulations, and directives determine the extent to which their provisions affect a Project participant
<br /> such as a subrecipient, lessee, third party contractor, or other. Thus, the Contractor agrees to use a
<br /> written document to ensure that each entity participating in the Project complies with applicable Federal
<br /> and State laws, regulations, and directives, except to the extent that the Department determines
<br /> otherwise in writing. In addition, the Contractor also agrees to require its third party contractors,
<br /> subrecipients, and lessees to include adequate provisions to ensure compliance with applicable
<br /> Federal and State laws, regulations, and directives in each lower tier subcontract , subagreement, and
<br /> lease for the Project, except to the extent that FTA or the Department determines otherwise in writing.
<br /> Additional requirements include the following:
<br /> (a) Third Party Contracts. Because Project activities performed by a third
<br /> party contractor must comply with all applicable Federal and State laws, regulations, and directives,
<br /> except to the extent the Department determines otherwise in writing, the Contractor agrees to include
<br /> appropriate clauses in each third party contract stating the third party contractor's responsibilities under
<br /> Federal and State laws, regulations, and directives, including any provisions directing the third party
<br /> contractor to extend applicable requirements to its subcontractors at the lowest tier necessary. When
<br /> the third party contract requires the third party contractor to undertake responsibilities for the Project
<br /> usually performed by the Contractor, the Contractor agrees to include in that third party contract those
<br /> requirements applicable to the Contractor imposed by the Grant Agreement for the Project or the FTA
<br /> Master 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 contained in
<br /> the FTA's "Best Practices Procurement Manual." FTA and the Department caution, however, that
<br /> FTA's "Best Practices Procurement Manual" focuses mainly on third party procurement processes and
<br /> may omit certain other Federal requirements applicable to the work to be performed.
<br /> (b) Subagreements. Because Project activities performed by a
<br /> subcontractor/ subrecipient must comply with all applicable Federal and State laws, regulations, and
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