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the Federal/State Government shall not be subject to any obligations or liabilities toany
<br />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 FedenaVState Government may have
<br />concurred in or approved any solicitation, subagreement, or third party contract, the Federal/State
<br />Government has no obligations or liabilities to such entity, including any subrecipient, third party
<br />contractor, orlessee.
<br />Changes in Project Performance (i.e., Dispu tes, Breaches, Defaults, o Litigation). The Grantee
<br />agrees to notify the Department immediately, in writing, of any change in local lawj conditions
<br />(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 iri this Agreement for the Project. The
<br />Grantee also agrees to notify the Department imm ' ediately, 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 Agreemen This Agreement shall be subject fn 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.
<br />a. Code of Ethics. The Grantee agrees to maintain e 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, subngnaennenta. or |eeeeo 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 subreciplent at
<br />any tie[ or agent thereof, or any lessee. Such o conflict would arise when an employee, offinnr,
<br />board rnernber, or agent, |On|udiOQ any member of his or her immediate family, partnm[, or
<br />organization that employs, or intends to ennp/oy, any of the parties listed herein has a financial
<br />interest in the firm selected for award. The Grantee may set do K8inirnio 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 oFstandards shall also proh|b|ttho 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 |oro| law or
<br />regulations, the Grantee agrees that its node or standards of conduct oheU include pennitieo,
<br />sanctions, or. other disciplinary actions for violations by its officers, eUnp|oyoee, 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 pmdx contract, or sub-agreement
<br />supported by Federal/State assistance if roe) or apparent conflict of interest would be
<br />involved. Gubh o conflict would arise when an emp|Uyee, officer, board nno0ber, or agent
<br />including any member of his or her immediate family, partner, or organization that ennp|nys,
<br />or intends to ennp|oy, 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 uhmU include prnrodunaa 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
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