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compliance with all applicable Federal and State laws, regulations, and directives, except to
<br />the extent that the Department determines otherwise in writing.
<br />C. Significant Participation by a Lessee of a Contractor Although the
<br />contractor may lease project property and delegate some or many project responsibilities. to
<br />one or more lessees, the Contractor agrees that it, rather than any lessee, is ultimately
<br />responsible for compliance with all applicable Federal laws, regulations, and directives, except
<br />to the extent that FTA or the Department determines otherwise in writing.
<br />d. Contractor's Responsibility to Extend Federal and State Requirements to O ther
<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
<br />laws, regulations, or directives, however, other Project participants, such as sub recipients,
<br />third party contractors, lessees, or other, will necessarily be involved. Accordingly, the
<br />Contractor agrees to take the appropriate measures necessary to ensure that all Project
<br />participants comply with applicable Federal and State laws, regulations, and directives
<br />affecting their performance, except to the extent the Department determines otherwise in
<br />writing. In addition, if an entity other than the Contractor is expected to fulfill responsibilities
<br />typically performed by the Contractor, the Contractor agrees to assure that the entity carries
<br />out the Contractor's responsibilities for the Project as set forth in this Agreement.
<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
<br />participant such as a sub recipient, lessee, third party contractor, or other. Thus, the
<br />Contractor agrees to use a written document to ensure that each entity participating in the
<br />Project complies with applicable Federal and State laws, regulations, and directives, except to
<br />the extent that the Department determines otherwise in writing. In addition, the Contractor also
<br />agrees to require its third party contractors, sub recipients, and lessees to include adequate
<br />provisions to ensure compliance with applicable Federal and State laws, regulations, and
<br />directives in each lower tier subcontract , sub agreement, and lease for the Project, except to
<br />the extent that the Department determines otherwise in writing. Additional requirements
<br />Include the following:
<br />(a) Third Party Contracts Because Project activities performed by a third
<br />party contractor must comply with all applicable Federal and State laws, regulations, and
<br />directives, except to the extent the Department determines otherwise in writing, the Contractor
<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, including
<br />any provisions directing the third party contractor to extend applicable requirements to its
<br />subcontractors at the lowest tier necessary. When the third party contract requires the third
<br />party contractor to undertake responsibilities for the Project usually performed by the
<br />Contractor, the Contractor agrees to include in that third party contract those requirements
<br />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
<br />Department determines otherwise in writing. Additional guidance pertaining to third party
<br />contracting is contained in the FTA's Best Practices Procurement Manual." FTA and the
<br />Department caution, however, that FTA's "Best Practices Procurement Manual" focuses mainly
<br />on third party procurement processes and may omit certain other Federal requirements
<br />applicable to the work to be performed.
<br />(b) Sub agreements Because Project activities performed by a
<br />subcontractor/ sub recipient must comply with all applicable Federal and State laws,
<br />regulations, and directives except to the extent that the Department determines otherwise in
<br />writing, the Contractor agrees as follows:
<br />Updated 3/01/11 Page 5 of 41
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<br />F_g Page 139
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