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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 <br />regulations, "Government -wide Debarment and Suspension (Non - procurement)," 49 C.F.R. Part <br />29. The Grantee agrees to, and assures that its third party contractors, sub - recipients, and lessees <br />will, review the Excluded Parties Listing System at (http: /Iepls.arnet.gov /) before entering into any <br />contracts. <br />C. Bonus or Commission. The Grantee affirms that it has not paid, and agrees not to pay, any bonus <br />or commission to obtain approval of its Federal /State assistance application for the Project. <br />05/27/2015 Page 6 of 36 <br />