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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, or third party contract, the Feder@VState Government has
<br />no obligations or liabilities to such entity, including any subrecippent, third party contractor, or lessee.
<br />g. Changes in Project Performance (i.e., Disputes, Breaches, Defaults or Litigation).
<br />The Contractor agrees to notify the Department immedliately, 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, defiault, 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 forurn.
<br />lh. Limitations of A_qregiment. 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 . Ethics,.
<br />a. 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, subagreement�s, 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 rnembers, or agents may neither solicit nor accept gratuities, favors,
<br />or anything of monetary value from any present or potential third party contractor at any fier, any
<br />SUbrecipient at any tier or agent thereof, or any lessee. Such a conflict would arise when an employee,
<br />officer, 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 interest
<br />in the firm selected for award. The Contractor may set de, minimis rules where the financial interest is
<br />not substantial, or the gift is an unsolicited !tern of norninal intrinsic value, The Contractor agrees that
<br />its code or standards shall also prohibit the its officers, employees, board members, or agents frorn
<br />using their respective positions in a manner that presents a real or apparent personal or organizational
<br />conflict of interest or personal gain. As permitted by State or local law or regulations, the Contractor
<br />agrees that its code or standards of conduct shall include penalties, sanctions, or other disciplinary
<br />actions for violations by its officers, employees, board members, or their agents, its third party
<br />contractors or sub-recipients or their agents.
<br />(1) Personal Conflicts of Interest. The Contractor agrees that its code or
<br />standards of conduct shall prohibit the Contractor's employees, officers, board members, or agents
<br />from participating in the selection, award, or administration of any third party contract, or sub-
<br />agreement 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, including
<br />any member of his or her immediate family, partner, or organization that employs, or intends to employ,
<br />any of the parties listed herein has a financial interest in the firm selected for award.
<br />(2) 0. rganizational Conflicts of Interest, The Contractor agrees that its code or
<br />standards of conduct shall include procedures for identifying and preventing real and apparent
<br />organizational conflicts of interest. An organizational conflict of interest exists when the nature of the
<br />work to be performed under a proposed third party contract or sub-agreernent, may, WithOUt some
<br />restrictions on future activities, result in an unfair competitive advantage to the third party contractor or
<br />sub-recipient or impair its objectivity in performing the contract work.
<br />b, Debarment and Suspension. The Contractor agrees to comply, and assures the
<br />compliance of each third party contractor, sub-recipient, or lessee at any tier, with Executive Orders
<br />Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT
<br />regulations, "Goverm-nent-wide Debarment and Suspension (Non-procuirement),"' 49 C.F.R. Part 29,
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