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directives except to the extent that FTA or the Department determines otherwise in writing, the
<br /> Contractor agrees as follows:
<br /> 1 Written Subagreement. The Contractor agrees to enter into a
<br /> written agreement with each subrecipient (subagreement) stating the terms and conditions of
<br /> assistance by which the Project will be undertaken and completed.
<br /> 2 Compliance with Federal Requirements. The Contractor agrees
<br /> to implement the Project in a manner that will not compromise the Contractor's compliance with Federal
<br /> and State laws, regulations, and directives applicable to the Project and the Contractor's obligations
<br /> under this Agreement for the Project and the FTA Master Agreement. Therefore, the Contractor agrees
<br /> to include in each subagreement appropriate clauses directing the subrecipient to comply with those
<br /> requirements applicable to the Contractor imposed by this Agreement for the Project or the FTA Master
<br /> Agreement and extend those requirements as necessary to any lower level subagreement or any third
<br /> party contractor at each tier, except as FTA or the Department determines otherwise in writing.
<br /> h. No Federal/State Government Obligations to Third Parties. In connection with
<br /> performance of the Project, the Contractor agrees that, absent the Federal/State Government's express
<br /> written consent, the Federal/State Government shall not be subject to any obligations or liabilities to
<br /> any subrecipient, third party contractor, lessee or other person or entity that is not a party to this
<br /> Agreement for the Project. Notwithstanding that the Federal/State Government may have concurred in
<br /> or approved any solicitation, subagreement, lease, or third party contract at any tier, the Federal/State
<br /> Government has no obligations or liabilities to such entity, including any subrecipient, lessee, or third
<br /> party contractor at any tier.
<br /> i. Changes in Project Performance (i.e., Disputes, Breaches, Defaults, or Litigation).
<br /> The Contractor agrees to notify the Department immediately, in writing, of any change in local law,
<br /> 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 /> j. 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. Conflict of Interest Policy. In accordance with N.C.G.S. 143C-6-23(b), the Contractor
<br /> shall file with the Department a copy of Contractor's policy addressing conflicts of interest that may
<br /> arise involving the Contractor's management, employees, and the members of its board of directors or
<br /> other governing body. The policy shall address situations in which any of these individuals may directly
<br /> or indirectly benefit, except as the Contractor's employees or members of its board or 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 /> b. Code of Ethics. The Contractor agrees to maintain a written code or standards of
<br /> conduct that shall govern the actions of its officers, employees, board members, or agents engaged in
<br /> the award or administration of third party contracts, subagreements, or leases financed with
<br /> Federal/State assistance. The Contractor agrees that its code or standards of conduct shall specify
<br /> that its officers, employees, board members, or agents may neither solicit nor accept gratuities, favors,
<br /> or anything of monetary value from any present or potential third party contractor, lessee, or
<br /> subrecipient at any tier or agent thereof. 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
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