Common use of Ethical Standards Clause in Contracts

Ethical Standards. 10.7.1 Within 90 days after the Effective Date, Developer shall adopt written policies establishing ethical standards of conduct for all Developer-Related Entities (other than NTTA), including Developer’s supervisory and management personnel, in dealing with (a) TxDOT and the Independent Engineer and (b) employment relations. Such policy shall be subject to review and comment by TxDOT prior to adoption. Such policy shall include standards of ethical conduct concerning the following: 10.7.1.1 Restrictions on gifts and contributions to, and lobbying of, TxDOT, the Texas Transportation Commission, the Independent Engineer and any of their respective commissioners, directors, officers and employees; 10.7.1.2 Protection of employees from unethical practices in selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; 10.7.1.3 Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by any Developer- Related Entity (other than NTTA); 10.7.1.4 Restrictions on directors, members, officers or supervisory or management personnel of any Developer-Related Entity (other than NTTA) engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Facility or employees; 10.7.1.5 Restrictions on use of office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of Developer or the Facility, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and 10.7.1.6 Restrictions on directors, members, officers or employees of any Developer-Related Entity (other than NTTA) performing any of the Work if the performance of such services would be prohibited under TxDOT’s published conflict of interest rules and policies applicable to TxDOT’s comprehensive development agreement program, or would be prohibited under Section 572.054, Texas Government Code. 10.7.2 Developer shall cause its directors, members, officers and supervisory and management personnel, and require those of all other Developer-Related Entities (other than NTTA), to adhere to and enforce the adopted policy on ethical standards of conduct. Developer shall establish reasonable systems and procedures to promote and monitor compliance with the policy.

Ethical Standards. 10.7.1 Within 90 days after the Effective Date, Developer shall adopt written policies establishing ethical standards of conduct for all Developer-Related Entities (other than NTTA), including Developer’s supervisory and management personnel, in dealing with (a) TxDOT and the Independent Engineer and (b) employment relations. Such policy shall be subject to review and comment by TxDOT prior to adoption. Such policy shall include standards of ethical conduct concerning the following: 10.7.1.1 Restrictions on gifts and contributions to, and lobbying of, TxDOT, the Texas Transportation Commission, the Independent Engineer and any of their respective commissioners, directors, officers and employees; 10.7.1.2 Protection of employees from unethical practices in selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; 10.7.1.3 Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by any Developer- Related Entity (other than NTTA); 10.7.1.4 Restrictions on directors, members, officers or supervisory or management personnel of any Developer-Related Entity (other than NTTA) engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Facility or employees; 10.7.1.5 Restrictions on use of office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of Developer or the Facility, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and 10.7.1.6 Restrictions on directors, members, officers or employees of any Developer-Related Entity (other than NTTA) performing any of the Work if the performance of such services would be prohibited under TxDOT’s published conflict of interest rules and policies applicable to TxDOT’s comprehensive development agreement program, or would be prohibited under Section 572.054, Texas Government Code. 10.7.2 Developer shall cause its directors, members, officers and supervisory and management personnel, and require those of all other Developer-Related Entities (other than NTTA), to adhere to and enforce the adopted policy on ethical standards of conduct. Developer shall establish reasonable systems and procedures to promote and monitor compliance with the policy.

Ethical Standards. 10.7.1 Within 90 days after the Effective Date, Developer shall adopt written policies establishing ethical standards of conduct for all Developer-Related Entities (other than NTTA), including Developer’s supervisory and management personnel, in dealing with (a) TxDOT and the Independent Engineer and (b) employment relations. Such policy shall be subject to review and comment by TxDOT prior to adoption. Such policy shall include standards of ethical conduct concerning the following: 10.7.1.1 Restrictions on gifts and contributions to, and lobbying of, TxDOT, the Texas Transportation Commission, the Independent Engineer and any of their respective commissioners, directors, officers and employees; 10.7.1.2 Protection of employees from unethical practices in selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; 10.7.1.3 Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by any Developer- Developer-Related Entity (other than NTTA); 10.7.1.4 Restrictions on directors, members, officers or supervisory or management personnel of any Developer-Related Entity (other than NTTA) engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Facility Project or employees; 10.7.1.5 Restrictions on use of office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of Developer or the Facility, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and 10.7.1.6 Restrictions on directors, members, officers or employees of any Developer-Related Entity (other than NTTA) performing any of the Work if the performance of such services would be prohibited under TxDOT’s published conflict of interest rules and policies applicable to TxDOT’s comprehensive development agreement program, or would be prohibited under Section 572.054, Texas Government Code. 10.7.2 Developer shall cause its directors, members, officers and supervisory and management personnel, and require those of all other Developer-Related Entities (other than NTTA), to adhere to and enforce the adopted policy on ethical standards of conduct. Developer shall establish reasonable systems and procedures to promote and monitor compliance with the policy.

Ethical Standards. 10.7.1 7.8.1 Within 90 days after the Effective Date, Developer DB Contractor shall adopt written policies establishing ethical standards of conduct for applicable to all DeveloperDB Contractor-Related Entities (other than NTTA)Entities, including DeveloperDB Contractor’s supervisory and management personnel, in dealing with (a) TxDOT and the Independent Engineer TxDOT Consultants and (b) employment relations. Such policy shall be subject to review and comment by TxDOT prior to adoption. Such policy shall include standards of ethical conduct concerning the following: 10.7.1.1 (a) Restrictions on gifts and contributions to, and lobbying of, TxDOT, the Texas Transportation Commission, the Independent Engineer TxDOT Consultants and any of their respective commissioners, directors, officers and employees; 10.7.1.2 (b) Protection of employees from unethical practices in selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; 10.7.1.3 (c) Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by any Developer- DB Contractor-Related Entity (other than NTTA)Entity; 10.7.1.4 (d) Restrictions on directors, members, officers or supervisory or management personnel of any DeveloperDB Contractor-Related Entity (other than NTTA) engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Facility Project or employees; 10.7.1.5 (e) Restrictions on use of office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of Developer DB Contractor or the FacilityProject, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and 10.7.1.6 (f) Restrictions on directors, members, officers or employees of any DeveloperDB Contractor-Related Entity (other than NTTA) performing any of the Work if the performance of such services would be prohibited under TxDOT’s published conflict of interest rules and policies applicable to TxDOT’s comprehensive development design-build agreement program, or would be prohibited under Section 572.054, 572.054 of the Texas Government Code. 10.7.2 Developer 7.8.2 DB Contractor shall cause its directors, members, officers and supervisory and management personnel, and require include contract provisions requiring those of all other DeveloperDB Contractor-Related Entities (other than NTTA)Entities, to adhere to and enforce the adopted policy on ethical standards of conduct. Developer DB Contractor shall establish reasonable systems and procedures to promote and monitor compliance with the policy.

Ethical Standards. 10.7.1 7.8.1 Within 90 days after the Effective Date, Developer DB Contractor shall adopt written policies establishing ethical standards of conduct for applicable to all DeveloperDB Contractor-Related Entities (other than NTTA), including Developer’s supervisory and management personnel, in dealing with Entities, (a) TxDOT and the Independent Engineer and (b) employment relations. Such policy shall be subject to review and comment by TxDOT prior to adoption. Such policy shall include standards of ethical conduct concerning the following: 10.7.1.1 Restrictions on gifts and contributions to, and lobbying of, TxDOT, the Texas Transportation Commission, the Independent Engineer Program Manager and any of their respective commissioners, directors, officers and employees; 10.7.1.2 (b) Protection of employees from unethical practices in selection, use, hiring, compensation or other terms and conditions of employment, or in firing, promotion and termination of employees; 10.7.1.3 (c) Protection of employees from retaliatory actions (including discharge, demotion, suspension, threat, harassment, pay reduction or other discrimination in the terms and conditions of employment) in response to reporting of illegal (including the making of a false claim), unethical or unsafe actions or failures to act by any Developer- DB Contractor-Related Entity (other than NTTA)Entity; 10.7.1.4 (d) Restrictions on directors, members, officers or supervisory or management personnel of any DeveloperDB Contractor-Related Entity (other than NTTA) engaging in any transaction or activity, including receiving or offering a financial incentive, benefit, loan or other financial interest, that is, or to a reasonable person appears to be, in conflict with or incompatible with the proper discharge of duties or independence of judgment or action in the performance of duties, or adverse to the interests of the Facility Project or employees; 10.7.1.5 (e) Restrictions on use of office or job position for a purpose that is, or would to a reasonable person appear to be, primarily for the private benefit of a director, member, officer or supervisory or management person, rather than primarily for the benefit of Developer DB Contractor or the FacilityProject, or primarily to achieve a private gain or an exemption from duty or responsibility for a director, member, officer or supervisory or management person; and 10.7.1.6 (f) Restrictions on directors, members, officers or employees of any DeveloperDB Contractor-Related Entity (other than NTTA) performing any of the Work if the performance of such services would be prohibited under TxDOT’s published conflict of interest rules and policies applicable to TxDOT’s comprehensive development design-build agreement program, or would be prohibited under Section 572.054, Texas Government Code. 10.7.2 Developer 7.8.2 DB Contractor shall cause its directors, members, officers and supervisory and management personnel, and require include contract provisions requiring those of all other Developer-DB Contractor- Related Entities (other than NTTA)Entities, to adhere to and enforce the adopted policy on ethical standards of conduct. Developer DB Contractor shall establish reasonable systems and procedures to promote and monitor compliance with the policy.