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Grantee agrees that it, rather than the third party Contractor, is ultimately responsible to the
<br />Department for compliance with all applicable Federal and State laws, regulations, and
<br />directives, except to the extent that the Department determines otherwise in writing.
<br />(2) Significant Participation by a Subcontractor. Although the Grantee may delegate any or
<br />almost all Project responsibilities to one or more subcontractors, the Grantee agrees that
<br />they, rather than the subcontractor, is ultimately responsible for compliance with all
<br />applicable Federal and State laws, regulations, and directives, except to the extent that the
<br />Department determines otherwise in writing.
<br />(3) Significant Participation by a Lessee of a Grantee. Although the Grantee may lease project
<br />property and delegate some or many project responsibilities to one or more lessees, the
<br />Grantee agrees that they, rather than any lessee, is ultimately responsible for compliance
<br />with all applicable Federal laws, regulations, and directives, except to the extent that FTA
<br />determines otherwise in writing.
<br />Grantee's Responsibility to Extend Federal and State Requirements to Other Entities.
<br />(1) Entities Affected. Only entities that are signatories to this Agreement for the Project are
<br />parties to this agreement. To achieve compliance with certain Federal and State laws,
<br />regulations, or directives, however, other Project participants, such as subrecipients and third
<br />party Grantees, will necessarily be involved. Accordingly, the Grantee agrees to take the
<br />appropriate measures necessary to ensure that all Project participants comply with
<br />applicable Federal and State laws, regulations, and directives affecting their performance,
<br />except to the extent the Department determines otherwise in writing.
<br />(2) Documents Affected. The applicability of provisions of Federal and State laws, regulations,
<br />and directives determine the extent to which their requirements affect a Project participant.
<br />Thus, the Grantee agrees to include adequate provisions to ensure that each Project
<br />participant complies with those Federal and State laws, regulations, and directives, except
<br />to the extent that the Department determines otherwise in writing. In addition, the Grantee
<br />also agrees to require its third party contractors, subrecipients, and lessees to include
<br />appropriate requirements to ensure compliance with applicable Federal and State laws,
<br />regulations, and directives in each lower tier subcontract and subagreement for the Project,
<br />except to the extent that the Department determines otherwise in writing. Additional
<br />requirements include the following:
<br />(a) Third Party Contracts. Because Project activities performed by a third party contractor
<br />must comply with all applicable Federal and State laws, regulations, and directives,
<br />except to the extent the Department determines otherwise in writing, the Grantee
<br />agrees to include appropriate clauses in each third party contract stating the third party
<br />contractor's responsibilities under Federal and State laws, regulations, and directives,
<br />including any provisions directing the third party contractor to extend applicable
<br />requirements to its subcontractors at the lowest tier necessary. When the third party
<br />contract requires the third party contractor to undertake responsibilities for the Project
<br />usually performed by the Contractor, the Grantee agrees to include in that third party
<br />contract those requirements applicable to the Contractor imposed by the Grant
<br />Agreement for the Project or the FTA Master Agreement and extend those
<br />requirements throughout each tier except as the Department determines otherwise in
<br />writing. Additional guidance pertaining to third party contracting is contained in the
<br />FTA's "Best Practices Procurement Manual"
<br />f t t; //L w�tran i�. nt/ 423 /fta-
<br />&.�es�- r�] ac�ip��.�arr�cr �srer� nt- acridmiessons- learned- r°nanu l-2016. df).
<br />FTA and the Department caution, however, that FTA's "Best Practices Procurement
<br />Manual" focuses mainly on third party procurement processes and may omit certain
<br />other Federal requirements applicable to the work to be performed.
<br />(b) Subagreements. Because Project activities performed by a subcontractor /
<br />subrecipient must comply with all applicable Federal and State laws, regulations, and
<br />directives except to the extent that the Department determines otherwise in writing,
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