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(including its legal, financial, or technical capacity), or any other event that may adversely affect
<br />the Grantee's ability to perform the Project as provided in this Agreement for the Project. The
<br />Grantee 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
<br />Government's interests in the Project or the Federal /State Government's administration or
<br />enforcement of Federal /State laws or regulations; and agrees to inform the Department, also in
<br />writing, before naming the Federal or State Government as a party to litigation for any reason, in
<br />any forum.
<br />Limitations of Agreement. This Agreement shall be subject to the availability of Federal and State
<br />funds, and contingent upon the terms and conditions of the Master Agreement between the FTA
<br />and the Department.
<br />Section 6. Ethics.
<br />a. Code of Ethics. The Grantee agrees to maintain a written code or standards of conduct that shall
<br />govern the actions of its officers, employees, board members, or agents engaged in the award or
<br />administration of third party contracts, subagreements, or leases financed with Federal /State
<br />assistance. The Grantee 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, favors, or anything
<br />of monetary value from any present or potential third party Grantee at any tier, any subrecipient at
<br />any tier or agent thereof, or any lessee. Such a conflict would arise when an employee, officer,
<br />board member, or agent, including any member of his or her immediate family, partner, or
<br />organization that employs, or intends to employ, any of the parties listed herein has a financial
<br />interest in the firm selected for award. The Grantee may set de Minimis rules where the financial
<br />interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Grantee
<br />agrees that its code or standards shall also prohibit the its officers, employees, board members, or
<br />agents from using their respective positions in a manner that presents a real or apparent personal
<br />or organizational conflict of interest or personal gain. As permitted by State or local law or
<br />regulations, the Grantee agrees that its code or standards of conduct shall include penalties,
<br />sanctions, or other disciplinary actions for violations by its officers, employees, board members, or
<br />their agents, its third party contractors or sub - recipients or their agents.
<br />(1) Personal Conflicts of Interest. The Grantee agrees that its code or standards of conduct
<br />shall prohibit the Grantee's employees, officers, board members, or agents from participating
<br />in the selection, award, or administration of any third party contract, or sub - agreement
<br />supported by Federal /State assistance if a real or apparent conflict of interest would be
<br />involved. Such a conflict would arise when an employee, officer, board member, or agent,
<br />including any member of his or her immediate family, partner, or organization that employs,
<br />or intends to employ, any of the parties listed herein has a financial interest in the firm
<br />selected for award.
<br />(2) Organizational Conflicts of Interest. The Grantee agrees that its code or standards of
<br />conduct shall include procedures for identifying and preventing real and apparent
<br />organizational conflicts of interest. An organizational conflict of interest exists when the
<br />nature of the work to be performed under a proposed third party contract or sub - agreement,
<br />may, without some restrictions on future activities, result in an unfair competitive advantage
<br />to the third party Grantee or sub - recipient or impair its objectivity in performing the contract
<br />work.
<br />(3) Gifts. N.C.G.S. § 133 -32 and Executive Order 24, of October 1, 2009, prohibit the offer to,
<br />or acceptance by, any State Employee of any gift from anyone with a contract with the State,
<br />or from any person seeking to do business with the State. By execution of this Agreement,
<br />Grantee attests, for its entire organization and its employees or agents, that it is not aware
<br />that any gift in violation of N.C.G.S. § 133 -32 and Executive Order 24 has been offered,
<br />accepted, or promised by any employees of Grantee.
<br />b. Debarment and Suspension. The Grantee agrees to comply, and assures the compliance of each
<br />third party Grantee, sub - recipient, or lessee at any tier, with Executive Orders Nos. 12549 and
<br />12689, (see 2 C.F.R. § 180) "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT
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