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compliance with alll applicable Federal laws, regulations, and directives, except to the extent that FTA
<br />determines otherwise in writing.
<br />e. Contractor's Responsibility to Extend Federal and State Reguirements 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 subrelcipients and third party
<br />contractors, will necessarily be involved. Accordingly, the Contractor agrees to take the appropriate
<br />measures necessary to ensure that all Project participants comply with applicable Federal and State
<br />laws, regulations, and directives affecting their performance, except to the extent the Department
<br />determines otherwise in writing.
<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 />Thus, the Contractor agrees to include adequate provisions to ensure that each Project participant
<br />complies with those Federal and State laws, regulations, and directives, except to the extent that the
<br />Department determines otherwise in writing. In addition, the Contractor also agrees to require its third
<br />party contractors, subrecipients, and lessees to include adequate provisions to ensure cornpHance with
<br />applicable Federal and State laws, regulations, and directives in each lower tier subcontract and
<br />subagreernent for the Project, except to the extent that 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 andl 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 caut�ion, 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,) Subagreernents. Because Project activities performed by a
<br />subcontractor/ subrecipient must comply with alli applicable Federal and State laws, regulations, and
<br />directives except to the extent that the Department determines otherwise in writing, the Contractor
<br />agrees as follows;
<br />I Written SUbaqreement, The Contractor agrees to enter into a
<br />written agreement with each subrecipient (subagreernent) 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 subagreernent appropriate clauses directing the subrecipient to cornp]y 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 s,ubagreement or any third
<br />party contractor at each tier, except as the Department determines otherwise in writing.
<br />f. No Federal/State Government Obligations to Third Parties, In connection i 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
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