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1. Written Subagreement. The Contractor agrees to enter into <br />a written agreement with each subrecipient (subagreement) <br />stating the terms and conditions of assistance by which the <br />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 <br />compromise the Contractor's compliance with Federal and State <br />laws, regulations, and directives applicable to the Project and the <br />Contractor's obligations under this Agreement for the Project and <br />the FTA Master Agreement. Therefore, the Contractor agrees to <br />include in each subagreement appropriate clauses directing the <br />subrecipient to comply with those requirements applicable to the <br />Contractor imposed by this Agreement for the Project or the FTA <br />Master Agreement and extend those requirements as necessary <br />to any lower level subagreement or any third party contractor at <br />each tier, except as the Department determines otherwise in <br />writing. <br />I. No Federal /State Government Obligations to Third Parties. In connection <br />with performance of the Project, the Contractor agrees that, absent the <br />Federal /State Government's express written consent, the Federal /State <br />Government shall not be subject to any obligations or liabilities to any subrecipient, <br />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 <br />may have concurred in or approved any solicitation, subagreement, third party <br />contract or lease, the Federal /State Government has no obligations or liabilities to <br />such entity, including any subrecipient, third party contractor or lessee. <br />j. Changes in Project Performance (i.e., Disputes. Breaches. Defaults. or <br />Litigation). The Contractor agrees to notify the Department immediately, in writing, <br />of any change in local law, conditions (including its legal, financial, or technical <br />capacity), or any other event that may adversely affect the Contractor's ability to <br />perform the Project as provided in this Agreement for the Project. The Contractor <br />also agrees to notify the Department immediately, in writing, of any current or <br />prospective major dispute, breach, default, or litigation that may adversely affect the <br />Federal /State Government's interests in the Project or the Federal /State <br />Government's administration or enforcement of Federal /State laws or regulations; <br />and agrees to inform the Department, also in writing, before naming the Federal or <br />State Government as a party to litigation for any reason, in any forum. <br />k. Limitations of Agreement. This Agreement shall be subject to the availability of <br />State funds, and contingent upon the terms and conditions of the Master <br />Agreement between the FTA and the Department. <br />Section 3. Ethics. <br />a. Code of Ethics. The Contractor agrees to maintain a written code or <br />standards of conduct that shall govern the actions of its officers, employees, board <br />members, or agents engaged in the award or administration of third party contracts, <br />subagreements, or leases financed with Federal /State assistance. The Contractor <br />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, <br />favors, or anything of monetary value from any present or potential third party <br />contractor at any tier, any subrecipient at any tier or agent thereof, or any lessee. <br />Such a conflict would arise when an employee, officer, board member, or agent, <br />Updated 04/15/16 <br />