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2019-020-E AMS - NCSU electric motorcycle grant
DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Addw- ORANGE COUNTY NORTH CAROLINA January 4, 2019 To: Bonnie Hammersley From: Brennan Bouma CC: Jamison Sykes Dear Ms. Hammersley: On October 10, 2018, Orange County was approved to receive $12,668 in grant funding to offset the costs of purchasing an electric motorcycle for the Sheriff's Office.The Board of Orange County Commissioners approved our acceptance of the award on November 13 and the funding agreement was sent to us on December 14.This funding agreement is attached for your review and approval. This grant comes from NC State University's Clean Fuel Advanced Technology program, which is administered by the North Carolina Clean Energy Technology Center and is sponsored by the NC Department of Transportation with funding from the federal Congestion Mitigation Air Quality program. The remaining base costs for the electric motorcycle of$6,450 as well as$3,167 in required matching funds for this grant award will be paid for with a total of$9,617 in existing funds from the Sheriff's Office. The attached funding agreement was reviewed by County Attorney John Roberts, and was approved to be routed for your review and signature. Best Regards: ;44r,;r� Brennan Bouma Sustainability Coordinator P.O. Box 8181 * 200 S. Cameron Street, * Hillsborough, North Carolina 27278 Telephone: 919.732.8181 Fax:919-644-3001 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD New NC State University Cost Reimbursement F 1 Modification No. Subaward Notice (SN) Number: 2017-1789-25 NC State University Subrecipient 1. NC STATE UNIVERSITY 2. Orange County Sponsored Programs Asset Management 2701 Sullivan Drive, Admin. Services III Bldg., Suite 240 131 West Margaret Lane, Suite 301 Campus Box 7514 P.O. Box 8181 Raleigh, NC 27695-7514 Hillsborough, NC 27278 (See Page 2 for Contact Information.) See Page 2 for Contact Information 3. Proposal/Project Title: 4. Source of Funding: Clean Fuel Advanced Technology(CFAT) Outreach, Direct Sponsor: NC DOT Awareness, and Subawards Program Federal Flow through Agency: FHWA Prime Agreement Number: C-5702C CMAQ-000S(895) CFDA Number: 20.205 CFDA Title: Highway Planning and Construction (See Block 16,Appendix A) (See Block 16,Appendix C) 5. DescriptiontPurpose of This Action: To issue a new subaward. 6. Special Terms and Conditions: 7. Funding Information / Period of Performance: a. Amount Funded This Action: $12,668 • Technical Reporting: Refer to Appendix A, Statement of Work, for details b, Amount Prior Funding: $0 • Final Report Due: Refer to Appendix A, Statement of Work, for details c. Total Sponsored Funds To Date: $12,668 • Invoicing: Refer to Appendix A, Statement of Work, for details d. Cost-sharing Added with This Action: $3,167 • Final Invoice Due: Refer to Appendix A, Statement of Work, for details e. Total Cost Sharing Required To Date: $3,167 • f. Start Date: 11/1/2018 ® Special T&C Continued in Block 17, page 3 g. End Date: 9/30/2020 Each signatory below certifies that they are authorized to execute legally binding commitments on behalf of their named party. For: NC STATE UN RSITY Ds For: SUBRECIPIENT DocuSigned by, Signature- �jbin�t dt. Rm&i t,y5� Signature: Name Stefanie D.Saunders 0�3 rime rb i e.. Name Bonnie riarnrne rs i ey &Title: Associate Director,operations &Title: y Orange a Count Manager Date: ��f f.l t p NCSU Sponsored Programs 11 'f 0 1/15/2019 Date: TIN/EIN: 56-6000-756 TINIEIN: DUNS: 042092122 DUNS: 091575191 - 1 - DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Lx l New NC State University Cost Reimbursement L_1 Modification No. Subaward Notice JSN) Number: 2017-1789-25 (Subaward Notice Continued) Contact Information The parties agree that pen and ink entries to correct or update the information in Blocks 10-15 are not"changes"requiring initials. NC STATE UNIVERSITY SUBRECIPIENT 8, Principal Investigator: 9, Principal Investigator: Name: Heather Brutz Name: Brennan Bauma Phone:919-515-0277 Phone:919-245-2625 Fax: Fax: Email: hmbrutz@ncsu.edu Email: bbouma@orangecountync.gov 10.Negotiator!Administrator: 11.Negotiator 1 Administrator: Name: Anne Lesky Name: Jamison Sykes Phone:919-515-2444 Phone:919-245-2913 Fax:919-515-7721 Fax: Email: anne_lesky@ncsu.edu (alt. sps@ncsu.edu) Email:jsykes@orangecountync.gov Address: Address: Orange County Sheriffs Office Refer to address in block #1 106 E. Margaret Lane Hillsborough, NC 27278 12.NCSU Financial POC: 13.Reserved. Name: Patrick Hayes Phone: 919-515-7009 Fax: Email: phayes@ncsu.edu Address: NC State University College of Engineering 21 Current Drive, 115-D Page Hall, CB 7901 Raleigh, NC 27695-7901 14. Reserved. 15.Send Invoices To: Name: Heather Brutz Address: NC State University NC Clean Energy Technology Center Campus Box 7409 Raleigh, NC 27695 Email: hmbrutz@ncsu.edu 16.Incorporation:The documents checked are incorporated into this subaward as noted: ® Appendix A. SUBRECIPIENT's Proposal and or Statement of Work, including the approved budget, attached. ® Appendix B: NCSU Cost Reimbursement Subaward Terms and Conditions, 10-2017, attached ® Appendix C: Funding Source Prime Agreement, attached. ® Appendix D: Useful Life Table,41 CFR Section 102-34.270,attached. ® Appendix E: 2 CFR 200,310 through 200.316, Property Standards,attached. ® Appendix F: 2 CFR 200.317 through 200.326, Procurement Standards,attached. -2- DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD LX 1 New NC State University Cost Reimbursement j_] Modification No. Subaward Notice SN Number: 2017-1789-25 17.Special Terms& Conditions from#6,may be continued here: *The Subrecipient shall comply with all applicable Federal and State policies and procedures, found in the Subaward Agreement and the Prime Funding Source Agreement and in the NC DOT's guidelines and procedures, including the Local Programs Management Handbook. *Subrecipient shall comply with Contract Provisions 2 CFR 200,Appendix II. *Subrecipient shall comply with the requirements of 23 USC 313 Buy America unless a waiver is obtained from the FHWA. *Subrecipient shall comply with the Contract Provisions related to Title, Use, Management,and Disposal of Vehicles and/or Equipment in Article 5 of the Funding Source Prime Agreement,Appendix C. *Subrecipient shall comply with all other Contract Provisions noted in Article 9 of the Funding Source Prime Agreement. *Subrecipient will use project property, vehicles and equipment,continuously and appropriately throughout the useful life of the property. Useful Life guidelines are found in Appendix D. Upon the end of the period of useful life,the Subrecipient may dispose of project property following federal regulations. *The Subrecipient agrees to use Project Property for appropriate purposes and in accordance with the Property Standards denoted in 2 CFR 200.310 through 200.316,Appendix E. The Subrecipient shall maintain all project equipment at a high level of cleanliness,safety,and mechanical soundness in accordance with the minimum maintenance requirements recommended by the manufacturer. *The Certificate of Title to all vehicles purchased shall be in the name of the Subrecipient. *When useful life of a vehicle or equipment are met,or when the equipment or vehicles are no longer needed for the program and there is no other appropriate federal program to use the property,then the entity may dispose of the property. For property with a fair market value of more than$5,000,the NC DOT shall be entitled to eighty(80%)of the proceeds from a sale, less a handling fee of$500 or 10%of the proceeds,whichever is less. *All projects implemented by the Subrecipient must comply with requirements of the National Environmental Policy Act (NEPA)and other appropriate environmental laws and regulations. All documentation must be submitted to NC DOT for review and approval. Most projects under this agreement will qualify as a Type I Non-Ground Disturbing Categorical Exclusion and NEPA requirements may be met by the completion of a checklist. *Failure on the part of the Subrecipient to comply with the provisions of this agreement will be grounds for the Recipient to terminate this agreement immediately upon written notice, instead of providing the 30 days advance notice per Article 12 of the NC State University Cost Reimbursement Subaward Terms and Conditions,Appendix B. Subrecipient agrees to return any reimbursement of funds already received. *Subrecipient shall give written notice to NCSU of its insolvency or intent to file a voluntary petition in bankruptcy,or enter receivership proceedings,or make an assignment for the benefit of creditors at least thirty(30)days prior to the fiIing of the petition. Following written notice from NCSU,this Subaward will terminate upon the occurrence of the following events: (1) Insolvency of Subrecipient; (2) Subrecipient's filing of a voluntary petition in bankruptcy without notice to NCSU;or (3) Initiation of involuntary bankruptcy proceedings against Subrecipient. In the event of such termination,Subrecipient shall be entitled to reimbursement for allowable costs incurred prior to receipt of notice of termination,and shall return any unused funds. If property has been purchased, Subrecipient shall transfer title of the property to NC DOT. `The total amount spent cannot exceed the total amount funded. *Proper supporting documentation shall accompany each invoice. Submission of each invoice by the Subrecipient is a certification that Subrecipient has adhered to all applicable state and federal laws and regulations in this agreement. -3- DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD APPENDIX ORANGE COUNTY NORTH CAROLINA September 6,2018 To: NC Clean Energy Technology Center From: Brennan Bouma, Orange County Sustainability Coordinator RE: Application for Clean Fuel Advanced Technology Project Grant, Round 2, 2018 This letter and the proceeding documents comprise an application for a Clean Fuel Advanced Technology Project under the current Round 2 Request for Proposals. As described in the application, Orange County NC will provide $3,167.04 in cost share for this 2018 CFAT grant project funding award of$12,668.16.This cost share is contributed toward an overall project total of$22,285.00 that will include one ZERO DSRP ZF14.4 electric motorcycle with the Charge Tank quick charger to enable sufficient recharge speed and functionality to serve as a patrol vehicle for the Orange County Sheriff's Office. Cost share funding will be provided through fleet management funds or other applicable non-federal accounts. Orange County is committed to using this electric motorcycle in place of a gasoline-powered motorcycle for a minimum of 3 years or 60,000 miles and providing all data for the minimum three year grant reporting period. Orange County accepts the responsibility and will meet all relevant state and federal permitting and purchasing requirements including "Buy America". Sincerely, Brennan Bouma Orange County Sustainability Coordinator P.O. Box 8181 * 131 West Margaret Lane"3`°Floor* Hillsborough, North Carolina 27278 Telephone:Area Code 919 245-2625 E-mail: bbouma@orangecountync.gov DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Project Description: The Orange County Sheriff's Office needs a new vehicle for county-wide patrol, and building on their successful pilot of the Marley Davidson motorcycle platform,they are interested in another motorcycle.The Sheriffs office would like this new motorcycle to also be able to patrol the County's park roads and trails so a more versatile dual-sport model is needed. Given the features and functionality of current electric motorcycles,combined with the low operating costs and ease of maintenance this appears to be the best option. Given his familiarity with the CFAT project,the Orange County Sustainability Coordinator will work with the Sheriff's Office to provide administrative support,tracking, and reporting on this project throughout the reporting period. Timeline, If this application is successful, within the first 6 months the County will have ordered, received,and begun using this electric motorcycle.The Orange County Sheriff's Office has direct discretion over the use of the applicable fund1ng sources that will be applied to this project.Therefore,once approval to receive grant funds is given, no additional approvals are required. After the award is announced,the project should be able to move quickly due to the relative simplicity of purchasing a dedicated electric vehicle versus completing an after-market conversion. As a first step,the County will assemble its final order based on the detailed quotes already received from Zero Motorcycles.This may take a few weeks depending on the workload of the Sheriff and his Deputies involved in this project,but the order should be placed within the first month. From then it will depend on the speed with which Zero Motorcycles can assemble and ship the motorcycle, but 3-4 months is a safe assumption.That will leave a month for Orange County Deputies to familiarize themselves with the equipment before taking it on patrol. Public Awareness This partnership between the Sheriff's Office and the Sustainability Program will help to increase public awareness and acceptance of electric vehicle technology.The Orange County Sheriff's Office is active on social media and has a reputation for well-vetted innovation. If successful,this project would be communicated to their large following.The Sustainability Program regularly interacts with a segment of Orange County who is most interested in environmental conservation and air quality and they would welcome news of this investment in clean air. DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Impact Orange County is committed to reducing the carbon emissions of its operations and leading the County in overall emissions reduction. In April of 2017, the County passed a resolution upholding the Paris Climate Agreement to reduce greenhouse gas emissions between 25 and 28 percent by 2025 from 2005 levels. The electrification of Orange County's vehicle fleet is also a key step in reaching the County's goal of moving to 100% renewable energy by 2050.This resolution was passed in September of 2017. Copies of these resolutions are available upon request.An update to the County's Greenhouse Gas Emissions Inventory is underway and will lead to the county's first emissions reduction planning process starting in the fall of 2018. Fleet electrification will be an important strategy elaborated within this plan,and having this vehicle as a pilot will help add concrete data to the broad-ranging effort. DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD 2018 ROUND 2 Glean Fuel Advanced Technology (CFAT) Statement of Work Overview & Basic Information Organization Name: Orange County Project Coordinator (first and last name): Brennan Bouma Mailing Address: Orange County Asset Management P.O. Box 8181 137 W. Margaret Lane, Suite 301 City: Hillsborough County: Orange Zip Code: 27278 Telephone: 919-245-2626 Cell Phone: 919-406-4909 Email: bbouma@orangecountync.gov Fax: 919-644-3001 Project Location (if different than mailing address): Orange County Sheriffs Office 106 E. Margaret Lane Hillsborough, INC Alternate Contact Person (first and last name): Jamison Sykes, Chief Deputy Alternate Contact Person (telephone): 919-245-2913 Alternate Contact Person (email): jsykes@orangecountync.gov Applicant Type (public or private): Public Amount requested ($): $'t2,688- 4 + L�GV Matching funds ($) -- minimum 20% of total project cost: $3,167 (plus $6,450 in base costs) Total Project Cost ($) (includes both funds requested and matching funds): $15,835 (plus cost) Percent matching funds of total project cost: 20% Applicable Project Type and Specifics North Carolina Clean Energy Technology Center 1 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Alternative Fuel Vehicle (AFV) Purchase Vehicle type (make, model, year): Zero DSRP Electric Motorcycle Dedicated or Bi-Fuel: Dedicated Number of vehicles; 1 Estimated or projected per-vehicle annual mileage: 3,000 miles. This is based on the annual utilization of the Sheriff's Office's Harley Davidson motorcycles(2,800 miles) and adding on the duties of patrolling parks, trails, and greenways. Estimated or projected % miles using alternative fuel (bi-fuel or PHEV applications): 100% Conventional fuel type (Diesel or Gasoline): Gasoline Average conventional fuel economy (MPG): 55 mpg This comes from an average of the two types of motorcycles whose duty miles this electric motorcycle will replace. Conventional 1 Suzuki OR-Z400S 65 mpg Conventional 2 Harley Davidson FLHTP 45 m Electric ZERO DSRP ZF14.4 (city)419 MPGe hi hwa 172 MPGe Alternative fuel station(s) where vehicle(s)will refuel or recharge (street address): Orange County Sheriffs Office (110V exterior outlet) 106 E. Margaret Lane Hillsborough, NC OR Orange County Parking Deck (4 Level 2 EV charging stations) Nash and Kollock St Hillsborough, NC 27278 Statement of Work Project Summary: The Orange County Sheriffs Office will purchase a ZERO DSRP ZF14.4 electric motorcycle (police package). The Orange County SustainabiIity Coordinator will work with the Sheriffs Office to provide administrative support, tracking, and reporting on this project throughout the reporting period. Plan for Deliverables Plan for Task#1 Acquisition 1 Installation of Equipment with Documentation of Work: North Carolina Clean Energy Technology Center 2 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Deliverable 1.1.The Orange County Sheriff's Office will submit copies of paid invoices for all costs associated with project. If submitting more than one invoice for reimbursement, final invoice will be marked as such. If only submitting one invoice,this will be marked as final. Cost share letter will be submitted with final invoice (refer to deliverable 4.1). Deliverable 1.2: The Orange County Sheriffs Office will provide a brief description of what was accomplished during acquisition and installation. Plan for Task#2: Usage tracking of project technology/fuel: Deliverable 2.1: The Orange County Sheriff's will provide at least twelve(12)months of recorded tracking will be provided in acceptable form. Deliverable 2.2 The Orange County Sheriff's will provide an estimate of technology/fuel usage for additional months to give a total of thirty-six (36)months of actual and estimated combined usage. Zero Motorcycles provides the Zero Motorcycles App that enables a phone-based Bluetooth interface with each of its motorcycles. Among other functionality, this app will allow us to read detailed trip statistics, including"average watt-hours per mile, cost per mile, money saved vs gasoline, and reduced CO2 emissions vs gas" (link). These trip statistics will be recorded regularly and reported quarterly, Plan for Task#3. Public Awareness and Education.: Deliverable 3.1: The Orange County Sheriffs Office will provide documentation of all Public Awareness and Education activities provided via the quarterly report template provided by the NC Clean Energy Technology Center. Deliverable 3.2, The Orange County Sheriff's Office will provide NCCETC with contact information of their communication and social media staff. Deliverable 3.3: Copies of all press releases and promotional material used to showcase the project to the public will accompany quarterly reports. All press releases will acknowledge support through the "NC Clean Energy Technology Center at NC State University with federal Congestion Mitigation Air Quality funding provided from the NC Office of Transportation." Deliverable 3.4: Photo of project signage and/or photo of required vehicle decals will be provided to NCCETC. Deliverable 3.5: The Orange County Sheriffs Office will provide documentation of participation in NC Smart Fleet initiative. Orange County will promote the project through the local news media and County social media as well as at public forums and functions as appropriate.The NC Dept. Of Transportation and the NC Clean Energy Technology Center will be recognized as project sponsors on all public awareness materials. The Orange County Sheriffs Office is active on social media and has a reputation for well-vetted innovation. The project will be communicated to their large following. NC Smart Fleet Decals will be affixed to the motorcycle if it meets the duty requirements of the Sheriffs Office, and if not then the decals will be affixed to the charge points serving the vehicle. In either case, North Carolina Clears Energy Technology Center 3 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD the Smart Fleet logo will accompany the project promotion an the Orange County Sustainability website. Plan for Task 94 Reporting.: Deliverable 4.1: Cost share documentation on letterhead will accompany final invoice. If more than one invoice, each invoice will include cost share. Deliverable 4.2: The Orange County Sheriffs Office will submit of quarterly progress reports. Deliverable 4.3: Copies of paid invoices for grant funded project[see Deliverable 1.1]will accompany all requests for reimbursement. Deliverable 4.4 The Orange County Sheriffs Office will submit a final report summarizing project deliverables. Cost share documentation will accompany the single invoice we expect to produce. The Orange County Sustainability Coordinator will work with Sheriffs Office Staff to pull the information necessary to provide quarterly updates. Upon completion of the project, a final report will be completed and delivered summarizing the actions taken and their impact. Timeline Final invoicing to NC CFTC is to be an or before:August 15, 2019 Final report due: September 30, 2020 Praiect Term:November 01, 2018- September 30, 202� 18t Quarter: November 01, 2018--December 31, 2018 • Receive award notification and obtain approval to receive grant funding. ■ Finalize order with Zero Motorcycles. Quarterly reports due: January 15, 2019 2nd Quarter: January 01, 2019—March 31, 2019 • Receive vehicle, ■ Train deputies in the use of the vehicle, the app, and the charging equipment. Quarterly report due: April 15, 2019 Wd Quarter: April 01, 2019-June 30 2019 • Use vehicle on patrol and continue to optimize its use in the field. Quarterly reports due: July 15, 2019 4th Quarter: July 01, 2019 - September 30, 2019 • Use vehicle on patrol and continue to optimize its use in the field, ■ Educate public about project at annual Earth Evening event. ■ Report on first 6 months of usage in news article and through other media Quarterly report due: October 15, 2019 5th Quarter: October 01, 2019- December 31, 2019 e Use vehicle on patrol. North Carolina Clean Energy Technology Center 4 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Quarterly reports due: January 15, 2019 6th Quarter: January 01, 2020 -- March 31, 2020 • Use vehicle on patrol. • Consider expansion of electric vehicle fleet based on the success of this project within FY21 budget cycle preparations. Quarterly report due: April 15, 2020 7th Quarter: April 01, 2020— June 30, 2020 • Use vehicle on patrol. • Educate public about project at annual Earth Evening event Quarterly reports due: July 15, 2020 8th Quarter: July 01, 2020 — September 30, 2020 • Use vehicle on patrol and continue to optimize its use in the field. • Report on first 12 months of usage in news article and through other media • Prepare final repport Final report due: September 30, 2020 Budget Expense Description Quantity Per Item Cost CFAT Funds Cost Share Total Itemized equipment $ Zero 18MY DSRP NA ZF14.4 ABS WHI" 1 $22,285 $ Suzuki DR-Z400S(Base for comparison) 1 $ 6,450 $ Difference between models 1 $ 15,835 $ 12,668 $ 3,167 $ 15,835 Project Total $ 12,668 $ 3,167 $ 15,835 of project total 80% 20% North Carolina Clean Energy Technology Center 5 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Budget Justification Orange County CFAT 2018 Round 2 Subcontractors $12,668.16 NCCETC is issuing a subaward to Orange County for the purchase of 1 electric motorcycle.The use of this technology will reduce transportation-related emissions. Total Direct Costs $12,668.16 Unrecovered Indirect Costs Used as Cast Share $2,533.63 Under the PRIME contract with NCDOT, NCCETC cannot charge indirect costs to this project but can use the unrecovered indirect costs as cost share. Third party cost share $3,167 The subcontractor has committed to providing 20%cost share (excluding our indirect costs)to this project. Ltal Cos_t_Share $5,700.67 Tota LPro ject_C95ts $18,368.83 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B SIC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards(version 10-2017) 1. General Provisions. A. These terms and conditions apply to all Cost Reimbursement Subawards issued by NCSU. They are binding when incorporated by reference into a fully executed NCSU Subaward, using a Subaward Notice (SN). All references to"Block #"are to the SN. The SN identifies the parties, the key persons, the project proposal, establishes funding and cost share obligations, the period of performance, special terms and conditions, and carries the signatures of authorized representatives of each party. B. The Subaward may also include other documents incorporated by the SN. Such other documents may include a proposal from the Subrecipient, or a Statement of Work with a budget as well as a Prime Award from the sponsor. C. The Subaward is a binding agreement whereby the Subrecipient shall provide the personnel, materials, required facilities and use its reasonable best efforts to accomplish the work described in the project proposal (incorporated into this Subaward as Appendix A) or required by the associated Statement of Work. NCSU in turn agrees to reimburse Subrecipient for the allowable costs of said project or work effort in accordance with these and other incorporated terms, up to a total funded dollar amount, (Block 7). D. The Subaward supersedes any prior or contemporaneous agreements or representations, between the parties regarding the proposed project, whether oral or written. Each party remains an independent entity. The Subaward does not establish any employment or agency relationship between the parties. 2. Chanaes and Modifications. A. These Terms and Conditions may be altered by the Special Terms and Conditions recorded on a given SN or in subsequent written modifications. Any changes to the Subaward after the initial SN has been executed must be recorded in written modifications, using the SN form annotated with a Modification Number. Both parties must sign modifications, except that NCSU may elect to issue the following types of modifications unilaterally: 1. Changes in key personnel when subrecipient submits a written request for change 2. Revisions to the project budget when subrecipient submits a written request 3. Changes to administrative information 4. Funding actions identified in the approved budget 5. Extension of the project end date(no-cost extension) B. Subrecipient may reject such unilateral modifications by providing written notice of exceptions to the NCSU Negotiator/Adm ini strator(Block#10) within 30 days after receipt of said modification. if the Subrecipient objects to a unilateral modification, the parties will negotiate an acceptable one. Appendix B NCSU CR Subaward Terms for NC DOT-oulreach and education subs 10.25.17 Page t of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards (version 10-2017) 3. Incorporation of Prime. The Subaward is also subject to the terms and conditions of the Prime Agreement, identified in Block 94 and incorporated into the Subaward as Appendix C. Prior approval from NCSU is required to extend the period of performance of this Subaward. Any exceptions or additions to the Prime Award will be identified in the Special Terms and Conditions, under Block #6. In the event of conflicts among the various documents and agreements, the following order of precedence will govern: 1. Subaward Notice including any Special Terms and Conditions and modifications 2. NCSU Standard Terms and Conditions Cost Reimbursement Subaward, 10-2017 3. Proposal or Statement Of Work, and approved budget incorporated into the Subaward 4. Terms and conditions of the Prime Award 4. Invoice and Payment. A. Subrecipient must request reimbursement for allowable costs incurred no more frequently than monthly but at least quarterly from the individual named in Block#15. Invoices must include the Subaward number; the period covered by the invoice and must show the same level of cost detail as the approved proposal budget. Invoices must show expenditures and cost share contributions for the current period and the cumulative amount to date. The invoice must include a certification by an authorized official as to truth and accuracy of the invoice. B. Subrecipient must submit an invoice marked "FINAL," not later than sixty (60) days after Subaward end date. Notwithstanding any terms and conditions or other provisions contained in the final invoice or any accompanying correspondence, the final invoice and/or financial statement constitutes Subrecipient's final request for reimbursement and upon its payment by NCSU, a release by which the Subrecipient does remise, release and discharge NCSU, its officers, agents and employees of and from all liabilities, obligations, claims and demands whatsoever under or arising from the Subaward. Both NCSU and Subrecipient understand that all payments are provisional and are subject to adjustment as a result of an adverse audit finding concerning the Subaward. In the event that Subrecipient fails to submit either a FINAL invoice or request for no- cost extension within the time frame established above, NCSU shall consider the last regular invoice to be the FINAL invoice. Any unexpended balance from the Total Sponsored Funds to Date (7.c.) will be automatically deobligated and NCSU will not make any further payments to that Subrecipient. C. If a cost-sharing amount appears in Block#7,e., Subrecipient must report such cost-share expenditures to NCSU with each invoice, either on the invoice or separately on the Subrecipient's letterhead. The report must show current period expenditures, cumulative expenditures, and a certification as to the truth and accuracy of the report. The Subrecipient may not use Federal funds to meet cost-share obligations under any other Federal awards. Appendix B NCSU CR Subaward'rerms for NC DOT•outreach and education subs 10.25.17 page 2 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards (version 10-2017) 5. Access to Records. The Subrecipient will make all access to any and all documents, papers, or other records of the Subrecipient which are pertinent to the subaward, in order to make reviews, audits, examinations, excerpts, transcripts, and inspections available at all reasonable times by the Federal Awarding agency, the Inspectors General, the Comptroller General of the US, NCSU or by their authorized representative(s). This right also includes timely and reasonable access to the Subrecipient's personnel for the purpose of interview and discussion related to such documents. Subrecipient must retain these records for a period of at least three (3) years from the date of submission of the final invoice or from the settlement date of any claims, audits, appeals, or litigation, whichever is later, or as the Prime Agreement prescribes. 6. inspection. Designated representatives of NCSU have the right to inspect and review the progress of the work performed at the Subrecipient's place of business pursuant to this Agreement. Subrecipient must make available all reasonable facilities, including access to relevant data, test results, and computations used or generated under this Agreement if requested by NCSU. NCSU must conduct such inspections in such manner so as not to unduly delay the progress of the work. NCSU must give the Subrecipient reasonable notice prior to conducting any such inspection. 7. Audit. Throughout the term of the Subaward, Subrecipient agrees to forward upon request, audit information in accordance with an OMB single audit. This could include certification of audit results, web links to audit reports, the most recent report, corrective action plans or other pertinent information. In the absence of an OMB single audit, Subrecipient must submit a record of its most recent audit by an independent accountant, including a certification as to the accuracy and reliability of the Subrecipient's financial statements and internal control structure. Upon request, Subrecipient must complete a questionnaire (to be provided) regarding its accounting system and internal controls. Audits and/or related documents must be sent to the address in Block#12, Attn: Compliance Manager. 8. Key Persons, Technical Direction and Reporting. A. The individual named in Block 49 (normally Subrecipient's Principal Investigator) is designated as a Key Person. Subrecipient agrees not to replace that individual nor reduce his/her level of commitment to the project without prior written approval of NCSU. B. The NCSU Project Director named in Block #8 is responsible for monitoring Subrecipient's performance, technical reporting and approval of Subrecipient's invoices. All questions about technical and financial matters should be directed to that individual. Technical reporting requirements are stated in Block 46. 9. Administration. Matters concerning any changes in the terms, conditions, dates or amounts cited in the SN should be directed to the other party's Negotiator/Administrator identified in Blocks 410 and #11. Appendix B NCSU CR Subaward Perms rot NC DOT-ou LTC ach and education subs 10.25.17 Page 3 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards(version 10-2017) 10. Publications. Subrecipient and its investigators are free to publish papers dealing with the results of the research project sponsored under this Subaward. However, Subrecipient must give NCSU's Project Director(Block#8)the opportunity to review such papers or presentations prior to their being released. NCSU agrees to complete such review within sixty (60) days. Subrecipient must include in every publication or presentation appropriate recognition of the support received from NCSU and the Prime Sponsor. It. Certifications and Assurances. Subrecipient, by signing the SN incorporating these Terms and Conditions, certifies its compliance with any applicable regulatory requirements including but not limited to those listed below. Subrecipient agrees to immediately report to NCSU any change in its compliance status. Subrecipient must flow these requirements down to any lower tier subrecipients. See Appendix B of the Federal Demonstration Partnership Operating Procedures. (http://www.nsf.gov/awards/inanaging/fed_dern_part.jsp. ) for a complete description of the following: 1. 2 C.F.R. §200 UNIFORM ADMINISTRATIVE REQUIREMENTS,COST PRINC11)LES,AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS 2. Nondiscrimination statues on the basis of race, color, national origin, sex, blindness, handicap,age, or disabilities. 3. Common Federal Policy for the Protection of Human Subjects(45 CFR Parts 46 & 690). 4. USDA Rules that implement the Laboratory Animal Welfare Act of 1966(9 CFR Parts 1-4). 5. Regulations for the Clean Air Act, 42 USC 7606, 40 CFR 6 & 32. 6. Regulations for the Clean Water Act 33 USC 1368, as implemented by E.O. 1 1738. 7. National Scenic Rivers Act of 1968, 16 USC1271, 40 CFR 6. 8. For NSF & DHHS awards only, internal conflict of interest policy. 9. E.O. 11246,& E.O. 1 1375 "Equal Employment Opportunity," per 41 CFR part 60. 10. OMB Circular A-129 and 40 CFR 30.73, the parties are not delinquent on any Federal debt. 1 1. The parties are in compliance with the Drug-Free Workplace Act of 1988, Public Law 100-690,41 USC 701,40 CFR 32 or equivalent. 12. HIPPA Patient Privacy Rule, 45 CFR 160& 164. 13. Coastal Barriers Resource Act, 40 CFR 6. 14. The Anti-Kickback Act of 1986, Pub. L.99-634,amending 18 U.S.C. 874, 29 C.F.R. Part 3 15. The Safe Drinking Water Act, 42 U.S.C. 300h-3(e) 16. Davis-Bacon Act,40 U.S.C. 276a to 276a-7, 29 C.F.R. Part 5 17. Contract Work Hours and Safety Standards Act, 40 U.S.C. 327—330, 29 C.F.R. Part 5 18, Environmental Protection Agency Regulations, 40 C.F.R. Parts 1 through 49 19. Mandatory Standards & Policies contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act, Pub. L. 94-163, 89 Stat. 871 20. "Debarment and Suspension" Regulations under E.O. 12549& 12689, 7 CFR 3017, 10 CFR 606& 40 CFR 32, or equivalent. 21. Prohibitions against lobbying as set forth in 7 CFR 3018, 31 USC 1352 and 18 USC 1913, 22. The Hatch Act(5 U.S.C. s 1501-1508 and 7324-7328)which limits the political activities of employees whose principal employment activities in whole or in part supported by Federal Funds, 23. Comply with environmental regulations that may be issued pursuant to: a. Institution of environmental quality control measures under NEPA (PL 91-190& E01 1514. b. Notification of violating facilities EO 11738 Appendix B NCSU CR Subaward Terms For NC DDT-Outreach and education subs 10.25.17 Page 4 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards (version 10-2017) c. Protection of wetlands EO 11990 d, Evaluation of flood hazards in floodplains EO l 1988 e. Assure project consistency under Costal Zone Management Act of 1972 16 USC 1451 f. Endangered Species Act of 1973, as amended PL 93-205 g. National Historic Preservation Act of 1966, 16 USC470, EO11593 h, Lead-Based Paint Poisoning Prevention Act 42 USC 4801 i. Requirements governing the applicable Grant Program (Abbreviations: CFR="Code of Federal Regulations," USC ="United States Code," E.O. ="Executive Order,"OMB ="Office of Management and Budget") 12. Termination. A. NCSU and Subrecipient have the right to terminate the Subaward in whole or in part, without cause, with 30 days advance written notice to the other party. B. The Subrecipient must stop work to the extent specified in the Notice of Termination on the date such notice is received from or issued to NCSU. Subrecipient may not place any orders or subcontracts for materials, services, or facilities, except as may be necessary for the completion of such portion of the work that is not terminated, NCSU agrees to reimburse the Subrecipient for all allowable costs of the work that has been performed prior to said notice of termination and all obligations relating to such work that cannot be canceled. 13. Liability. Each party is responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers, or directors, to the extent allowed by applicable law, 14, Notices. Unless otherwise provided in the SN, official notices, from either party to the other, shall be deemed to have been fully given when made in writing, addressed/delivered to the individual shown on the SN, Block#11 for Subrecipient and Block#10 for NCSU. The parties agree that the following methods are acceptable for delivering official notices: Certified mail, return receipt requested, electronic mail with confirmation of receipt, Express courier service (e.g. FedEx or UPS) or fax with confirmation of receipt. 15. Assignment and Subcontracting. Subrecipient may not assign the Subaward nor any right, remedy, obligation or liability arising there under or by reason thereof nor may Subrecipient further subcontract any of the work to be performed under the Subaward without prior written approval from NCSU. 16. Use of Names. Either party may use the name of the other in a public announcement of the existence of the Subaward. Other than that, neither party to the Agreement may use the names, marks or symbols of the other or of the other parry's employees in any manner, including public announcements, advertising, or promotional sales literature without the prior written consent of the other party. Appendix B NCSU CR Subaward Terms for NC DOT-outreach and education subs 10.25.17 Page 5 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards (version 10-2017) 17. Disputes. In the event of a dispute or claim regarding any matter under the Subaward that is not disposed of by mutual agreement,the parties agree to pursue those necessary institutional and/or legal remedies as may be appropriate. Legal remedies may include pursuit of the dispute by either party in a court of competent jurisdiction. In this event, each party shall be responsible for all costs they incur as a result of such action. Subrecipient agrees to continue performance on a disputed matter until any such dispute is resolved. 18. Inventions. A. The parties agree to abide by the applicable United States regulations governing patents and inventions issued by the US Department of Commerce at 37 CFR 401, wherein the rights of the Federal Government are established. Any invention or discovery made or conceived in the performance of the research or other work (hereinafter called "Invention"), or any patent to be granted on such Invention shall be jointly or individually owned by Subrecipient and/or NCSU in accordance with the following criteria: 1) Title to any Invention made or conceived jointly by employees of both Subrecipient and NCSU in the performance of the Research (hereinafter called "Joint Invention") shall vest jointly in NCSU and Subrecipient. 2) Title to any Invention made or conceived solely by employees of either Subrecipient or NCSU in the performance of the Research shall vest in the party whose employees or students made or conceived such Invention or discovery. B. The Subrecipient will, within 2 months after their inventor makes a written disclosure, submit a written report to the NCSU Administrator(Block 10), identifying the Subaward number, date of disclosure by Subrecipient's PI,and a brief(non-disclosing) description, identifying the purpose of the invention. Subrecipient will concurrently make a full disclosure directly to the Prime Sponsor in accordance with the Prime Agreement. C. The Subrecipient will submit a final invention report to NCSU concurrently with the final invoice. Subrecipient will use the forms prescribed by the Prime Sponsor(e.g. DD Form 882 or NASA Form C-3044). The list will identify all subject inventions, including the disclosure date(s) or stating that there were no inventions(negative report is required). D. The Subrecipient will, upon request, submit a written report concerning each patent filing, including: the filing date, serial number and title, a copy of the patent application, patent number, and issue date. 19. Copyright. The Subrecipient may copyright any work product, software or data that is subject to copyright and was first developed by or on behalf of Subrecipient under the Subaward. For such copyrights or copyrighted material (including any computer software and its documentation and/or databases), subject to its legal ability to do so, Subrecipient grants to the Federal Government the rights established in the Prime Agreement and Appendix S NCSU CR Subaward Terms for NC DOT-outreach and education subs f OZ.17 Page 6 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix B NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Snbawards(version 10-2017) grants to NCSU, an irrevocable, royalty-free, non-transferable, non-exclusive right and license to use, reproduce, display, and perform publicly to the extent required to meet NCSU's obligations under its Prime Agreement and for the purposes of its noncommercial research and educational missions. 20. Data Rights. For Data and computer software created in the performance of this Subaward Agreement, Subrecipient grants to the Prime Sponsor the rights established in the Prime Agreement and grants to NCSU the right to use data to the extent required to meet NCSU's obligations under its Prime Agreement and for the purposes of its noncommercial research and educational missions. 21. Confidentiality. A. In the performance of the Project, it may be necessary for one party to disclose information that is proprietary and confidential to the disclosing party. All such information must be disclosed in writing and designated as confidential or, if disclosed orally, must be identified as confidential at the time of disclosure and confirmed in writing and designated as confidential within thirty(30)days of such disclosure. Except as otherwise provided herein, for a period of Three(3)years following the date of such disclosure,the receiving party agrees to use the confidential information only for purposes of this Agreement and further agrees that it will not disclose or publish such information except that these restrictions do not apply to: (i) information that is or becomes publicly known through no fault of the receiving party; (ii) information learned from a third party entitled to disclose it; (iii) information already known to or developed by receiving party before receipt from disclosing party, as shown by receiving parry's prior written records; (iv) information for which receiving party obtains the disclosing parry's prior written permission to publish; (v) information required to be disclosed by court order or operation of law, including, but not limited to, the North Carolina Public Records Law; or (vi) information that is independently developed by the receiving party's personnel who are not privy to the disclosing party's confidential information. B. The receiving party must use a reasonable degree of care to prevent the inadvertent, accidental, unauthorized or mistaken disclosure or use by its employees of confidential information disclosed hereunder. Appendix B NCSU CK 5ubaward Terms for NC DOT-outreach and education subs 10-25-17 Page 7 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix S NC State University Cast Reimbursement Terms and Conditions for NC DOT CFAT Subawards(version 10-2017) 22. Law and Severability. It is agreed that if either party is an agency of its respective state government,the applicable constitutional provisions or statutes that govern sovereign immunity shall dictate the appropriate forum and law governing substantive issues. Subrecipient agrees to comply with all relevant federal, state, county, and municipal executive orders, rules, regulations, laws and ordinances. In the event that any provision(s) of the Agreement are rendered void or illegal the remainder of its provisions shall remain in effect. Failure on the part of either party to exercise a right or remedy shall not preclude exercising them in the future. 23. Survivability. In the event of early termination of this Subaward,the parties agree that Articles 18 through 21 and the obligations inherent in them will survive the termination of this agreement for a minimum of 3 years. 24. Export Controls. The parties acknowledge that each is responsible for compliance with US Export Control regulations. In the event that either party becomes aware that the research work that is being or will be conducted, is or is likely to involve a technology that is subject to Export Controls, each party agrees to notify the other within three working days so that the situation can be evaluated and an appropriate course of action taken. 25. Non-Construction and Vehicle Procurement Proiects. Example of non-construction projects that are eligible for funding include: *Alternate fuel and advanced technology vehicle conversions *Purchase of alternate fuel and advanced technology vehicles *Onboard Idle Reduction Technologies, such as idle reduction equipment and auxiliary power units *Diesel retrofits *Education and Outreach initiatives *This list is not inclusive and the University may implement other emerging technology projects with the prior review and approval of the NC DOT and FHWA. 26. Procurement of Goods and Services. In accordance with the 2 CFR 204 and the exemptions obtained by the US Department of Transportation,codified at 2 CFR 1201, the Subrecipient shall follow state regulations for procuring goods and services. Purchase of Vehicles The NC DOT, through the NC Department of Administration, Purchase and Contract Division, awards vehicle contracts to purchase vehicles for public use. These vehicle contracts comply with Federal Transit Administration (FTA) and State requirements. Appendix B NCSU CR Subaward Terms for NC DOT-outreach and education subs 10,25,17 Page 8 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Appendix E NC State University Cost Reimbursement Terms and Conditions for NC DOT CFAT Subawards(version 10-2017) Subrecipients that are public entities may utilize these vehicle contracts to purchase public vehicles, with review and approval from NCSU and NCDGT. Private entities that purchase vehicles must use a competitive procurement process to purchase vehicles. Private entities should follow 2 CFR 200.317 through 200.320, General Procurement Standards. Such procurements must be conducted through a competitive and open process without limitation of any contractors. Subrecipient agrees to maintain written procurement procedures and records of the procurement. End of Terms and Conditions Appendix B NCSU CR Subaward Terms for NC DOT-outreach and education subs 10.25-17 Page 9 of 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD • 4 APPENDIX NORTH CAROLINA LOCALLY ADMINISTERED PROJECT- FEDERAL WAKE COUNTY GATE: 04/03/2017 NORTH CAROLINA DEPARTMENT OF TRANSPORTATION TIP M C-5702 A. B,and C AND WBS Elements: C-5702A 44907.1.1 C-5702B 44907.1.2 NORTH CAROLINA STATE UNIVERSITY C-5702C 44907.1.3 FEDERAL-AID C-5702A CMAQ-0005(895) NUMBER: CFDA 0: 20.205 Total Funds(NCDOT Participation) $4,494,500 THIS AGREEMENT is made and entered into on the last date executed below, by and between the North Carolina Department of Transportation,an Agency of the State of North Carolina, hereinafter referred to as the"Department"and North Carolina State University hereinafter referred to as the"University'. WITNESSETH. WHEREAS,Fixing:America's Surface Transportation(FAST)Act allows for the allocation of Congestion Mitigation and Air Quality(CMAQ)funds to be available for certain specified transportation activities;and, WHEREAS, the University has requested federal funding for Clean Fuel Advanced Technology (CFAT)Outreach,Awareness and Sub-Awards Program,hereinafter referred to as the Project,in Wake County,North Carolina;and, WHEREAS,the CFAT Program is administered by the North Carolina Clean Energy Technology Center(CFTC), a public service center of the University;and, WHEREAS,subject to the availability of federal funds,the University has been designated as a recipient to receive funds allocated to the Department by the Federal Highway Adminlstrafioh (FHWA)up to and not to exceed the maximum award amount of$4,494,500 for the Project;and, WHEREAS,the Department has agreed to administer the disbursement of said funds on behalf of FHWA to the University for the Project in accordance with the Project scope of work and in accordance with the provisions set out in this Agreement;and, Agreement ID#6737 1 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD WHEREAS,the Department has programmed funding in the approved State Transportation Improvement Program for the Project;and, WHEREAS,the governing board of the University has agreed to participate in certain costs and to assume certain responsibilities In the mariner and to the extent as hereinafter set out;and, WHEREAS,this Agreement Is made under the authority granted to the Department by the North Carolina General Assembly Including,but not limited to,the following applicable legislation: General Statutes of North Carolina(NCGS)SeMlon 136-66.1,Section 136-71.6,Section 180A- 296 and 297.Section 136-18.Section 136-41.3 and Section 20-169,to participate In the planning,construction and/or Implementation of the Project approved by the Board of Transportation, NOW,THEREFORE,this Agreement states the promises and undertakings of each party as herein provided,and the parties do hereby covenant and agree,each with the other,as follows: 1. GENERAL PROVISIONS FEDERAL FUNDING ACCOUNTABIL17Y AND TRANSPARENCY ACT All parties to this Agreement,including contractors,subcontractors,and subsequent worklorces,associated with any work under the terms of this Agreement shall provide reports as required by the Federal Funding Accountability and Transparency Act(FFATA)for this Project. AGREEMENT MODIFICATIONS Any modificat€on to scope,funding,responsibilitles,or time frame will be agreed upon by all parties by means of a Supplemental Agreement. LOCAL PUBLIC AGENCY TO PERFORM ALL WORK The University shall be responsible for administering all work performed and for certifying to the Department that all terms set forth In this Agreement are met and adhered to by the University and/or its contractors and agents. The Department will provide technical oversight to guide the University. The Department must approve any assignment or transfer of the responsibilities of the University set forth In this Agreement to other parties or entitles. PERSON IN RESPONSIBLE CHARGE Agreement ID 46737 2 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD • , R - The University shall designate a person or persons to be In responsible charge of the Project, in accordance with Title 73 of the Code of Federal Regulations, Part 635.105. The person,or persons, shall be expected to: • Administer governmental project activities,including those dealing with co9t,Ume, adherence to contract requirements,construction quality and scope of Federal-aid projects; • Maintain knowledge of day to day project operations and safety issues; • Make or participate In decisions about changed conditions or scope changes that require change orders or supplemental agreements; • Visit and review the project in accordance with the project scope and scale; • Review financial processes,transactions and documentatlon to reduce the likelihood of fraud,waste,and abuse; • Direct project staff, University or consultant,to carry out project administration and contract oversight,Including proper documentation;and • Be aware of the qualiTications,'asslgnments and on-the-job performance of the University and consultant staff at all stages of the project. The person In responsible charge must be a full-time employee of the University,but the duties may be split among several employees,If necessary. COMPLIANCE WITH STATE/FEDERAL POLICY The University,and/or its agent,including all contractors,subcontractors,or subreciplents shall comply with all applicable Federal and State policies and procedures,stated both in this Agreement and in the Department's guidelines and procedures,Including the Local Programs Management Handbook. FAILURE TO COMPLY-CONSEQUENCES Failure on the part of the University to comply with any of the provisions of this Agreement will be grounds for the Department to terminate partfcipallon In the costs of the Project and,if applicable,seek repayment of any reimbursed funds. Agreement ID#6737 3 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD e 2. SCOPE OF PROJECT The Project consists of the development and operation of a clean fuel advanced technology outreach and awareness program,including sub-awards for projects In eligible counties in North Carolina. The Project AM be administered by CETC,a Public Service Center of the University,and CETC will be responsible for day to day management and implementation of the Project. The Department's funding participation in the Project shall be restricted to the following eligible items: • ❑utreach and Education Activities initiated by the Universlty; ■ Sub}-Awards for eligible activit£es and to eligible partners as awarded by the University as further set forth in this Agreement. 3. FUNDING REIMBURSEMENT FOR EUG19LE ACTIVITIES Subject to compliance by the University with the provisions set forth in this Agreement and the availability of federal funds,the Department shall reimburse eighty percent(84%)of eligible expenses Incurred by the University for its own or Its subreciplents'eligible expenses up to a maximum amount of Four Million Four Hundred Nlnety Four Thousand Five Hundred Dollars($4,494,500),as shown In Table 1 below.Eligible expenses shall Include federal and non-federal costs as described herein.The University,or its subreciplents,shall provide a non-federal share of twenty percent(20%)as described below.The Department shall not be llable for costs that exceed the total estimated amount of federal funding. The Department will allow the University to use unrecovered Indirect costs at the approved Indirect cost rate of twenty percent(2D%)towards the nun-federal match of the project, in addition,the Department will allow the use of third-party donations towards the non-federal match with the prior review and approval of the Department. The University shall document its cost share,Including the unrecovery of indirect costs and/or third party donation casts, when requesting reimbursement_ Agreement ID#6737 4 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD TABLE 1:FUNDING TABLE Fund Source I Federal Funds Reimbursement Non-Federal Non-Federal Amount Rate Costs$ Percentage of Project Cost Congestion $4,494,500 80% $1.123,624 20% Mitigation and Air Quality Total Estimated Project Costs $5,618,124 TABLE 2:COST ALLOCATION BY PROJECT Projects Phase of,Work Federal Funds Non-Federal Fiscal Year Amount Costs Amount Programmed C-5702AA:Outreach and Education $747,210 $186,802 IFFY 2017 Activities C-5702A C-6702AB: Outreach and Education $747,210 $186.802 FFY 2018 Activities C-5702B Sub Awards FFY17 $1,500,040 $375,010 FFY 2017 0-5702C Sub Awards FFY1B $1,540,040 $375,010 FFY2018 Total Estimated Project Costs $5,616,124 WORT{PERFORMED BY NCDOT Expenses Incurred by Department for its work performed on Project, Including, but not limited to,reviews,Inspections,and Project oversight,during any phase of the delivery of the Project,shall reduce the funding available to the University under this Agreement The Department will set aside three percent(3%)of the total estimated project costs,or$168,542, (the*Set Aside')for such Department costs and associated non-federal share of the Project. Set Aside amounts are detailed in Table 3,below.Department activities shall further be related to review and oversight of this Project,including,but not limited to review and approval of plans,environmental documents,contract proposals,engineering estimates, construction engineering and Inspection oversight,and other items as needed to ensure the University's appropriate compliance with state and federal regulations. Agreement ID#6737 5 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD TABLE 3:DETAILED BREAKDOWN OF FEDE AL AND NON FEDERAL COSTS M Federal 20%Non-Federal Share Total Phase of Work Federal university Unlverslty Total Nor. Funds Non-Federal Non-Federal Federal Amount Match Share of Funds Amount Department Work FFY 2017 C-5702AA Outreach and Education $724,794 $181.198 $o $181,198 $905,992 Activities C-570M Department Work Set Aside $22,416 $0 $5,04 $5,604 $28,020 (3%of Phase Subtotal) C-S702AA $747,210 $181,198 $5,604 $186,s2 $934,012 C-57028 Sub Awards FFY17 $1,455,039 $363,760 $0 $363,760 $1,818,799 C-57028 Department Work Set Aside $45,001 $0 $11,250 $21,250 $56,251 (3%of Phase Subtotal) C-5702B $1,SOD,040 5363,760 $11,254 $375,010 $1,863ADD 2017 University Project Subtotal $2,179,833 $544,958 $D $544,958 $2,724,751 2017 Department Work Set aslde(3% $67,417 $0 $16,854 $16,854 $84,271 of Phase Subtotal) FFY 2017 total $2,247,250 $544,958 $16AS4 $561,812 $2,809,062 FFY 20" C•5702AS:Outreach and Education $724,794 $181,198 $0 $181,198 $905,992 Activities C-5702AB Department Work Set Aside $22,416 $0 $5,604 $5,604 $28,020 (3%of Phase Subtotal) C-5702AB $747,210 $181,198 $5,604 $186,802 $928A08 C•5702C Sub Awards FFY19 $1,455,039 $363,760 $0 $363,760 $1,818,799 C-5702C(Department Work Set Aside $45,001 $0 $11,250 $11,2SO $56,251 0%of Phase Subtotal) C•5702C $1,500040 $363,760 $11,250 5375,010 $3,863,000 2018 Unlverslty Project Subtotal $2,179,833 $544,958 $0 1 $544.958 $2,724,791 2018 Department Work Set aside (3% $67,417 $0 $16,854 $16,854 $84,271 of Phase Subtotal) FFY 2018 total $2,247X0 $544,938 $161854 $561,812 $2,809,062 Total University Project $4,359,666 $1,089,916 $0 $1,089,916 $5,449,582 Total Department Work Set aside (3% $134,834 $0 $33,708 $33,708 $168,542 Of Totaf j OveralITotal $4,494,SOD $1,089,916 $33,708 1 $1,123,624 $5,618,124 Agreement ID#6737 6 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD In the event that the Department does not ufillza at of the Set Aside funding,department shall provide notice to University reteasing thosa remaining Sat Aside funds for reimbursement of eligible University project expenses at the above reimbursement rate.Such University reimbursement request shall document twenty percent(20%)cost share as described in section above entitled.Reimbursement•For Eligible Activities. For all costs of work performed on the Project,whether Incurred by the University or by the Department,the University shall provide the non-federal share. The Department will blq.the University for the non-federal share of any costs that the Department Incurs on the Project and for any costs that exceed the Total Estimated Funding, In accordance with Article 6,Reirnbursemer�t. FUNDING AUTHORIZATION When any phase of funding is authorized,the Department will notify the University in writing that funds have been authorized and can be expanded. The Universlty shall not Initiate any work nor solicit for services prior to receipt of written authorization from the Department to proceed. Any work performed,or contracts executed,prior to receipt of written authorization to proceed will be ineligible for reimbursement. C-5702A:OUTREACH AND EDUCATION INITIATIVES: This project Is set up for the University to undertake outreach and education initiatives to further the objectives of the project. Upon execullon of the Agreement,the university shall present a plan of activities along with a cost estimate. Funding will be authorized based on the cost estimate provided. If actual costs exceed estimated costs,the University may request an amendment to the funding authorization;however,the total amount funded may not exceed the total available funding for outreach and education initiatives programmed in each fiscal year. C-57026 AND C-5702C:SUBAWARD5 The University shall develop a program to solicit,review,and award applications for eligible clean fuel technology projects,as further defined in this agreement. Upon review and concurrence with selection by NCDOT and FHWA,a project break will be established under G5702B or C-5702C,depending on the year awarded,with notification to the University. The University will develop a subreciplent agreement that references the proposed project break and outlines responsibilities as further cletalled In thls Agreement. Where the University Is named as responsible party,all requirements will apply equally to subreciplerds. Once a proposal for implementation has been provided Agreement ID#6737 7 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD by subrecipients,including NEPA document and cost estimate,the University will request authorization for funding for that project. if actual costs exceed estimated costs,the University may request an amendment to the funding authorization,based on documented costs:however,the total amount funded for each group subaward may not exceed the total available funding for the subawards programmed in each fiscal year. SUBRECIPiENT CONTRACTS All contracts and subcontracts shall include and comply with the following contract provisions: ■ All subreciplents shall comply vtith the requirements of Buy America unless a waiver Is obtained from the Federal Highway Administration. + Contract provisions noted at 2 CFR 200,Appendix it + Contract provisions related to Title,Use,Management,and Disposal of Vehicles and/or Equipment,as noted in this Agreement at Provision 5 • Other Provisions,noted in this agreement at Provision 9,shall be included as applicable. Useful Life related to any vehicles or equipment acquired. The University shall submit draft subrecipient contracts for review by the Department prior to the University executing subreclpient contracts. 4. PERIOD OF PERFORMANCE C-5702A: EDUCATION AND OUTREACH INITIATIVES The University shall have one year from the date of authorization of the funding for C- 5702AA and C-5702AB,respectively,to complete all worts associated with each project. Any funding not relmbursed at the end of each sub-project phase will revert back to the Department. The University may use an additional six months to prepare reimbursement requests and submit to the Department;however,all expenditures must be incurred no later than one year alter the funding authorization date. C-5702B AND C-5702C:SUBAWARDS Each sub award request by the University will have a proposed completion date to complete all work associated with the sub award,request reimbursement from University, and have University request reimbursement from the Department. Agreement ID#6737 $ DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD All sub awards must ba complate and all invoicing submitted to the Department no later than three years after the initial sub award authorization is made. S. NON-CONSTRUCTION AND VEHICLE PROCUREMENT PROJECTS The University shall Implement all non-consWcWn-type projects in accordance with the provisions set out below. For any subawards,the University shall enter into a project agreement with each subreciplent that outlines these responsibilities as further defined. Where the University acts as the subreciplent to the Department,then the subreciplent shall act as subreciplent to the University. EXAMPLE PROJECTS Examples of non-construction projects that are eligible for funding Include: • Atternative fuel and advanced technology vehicle conversions ■ Purchase of alternative fuel and advanced technology vehicles • Onboard Idle Reduction'technologies,such as Idle reduction equipment and auxiliary power units • Diesel retrofits ■ Education and Outreach Initlatives,for example,acUviUes that promote new or existing transportation services,developlr►g messages and advertising materials(including market research,focus groups,and creadve),placing messages and materials, evaluating message and material dissemination and public awareness,technical assistance, programs that promote the Tax Code provision related to commute benefits,transit 'store'operations,and any other activities that help forward less-polluting transportation options The above example list Is not Inclusive and the University may implement other emerging technology projects with the prior review and approval of the Department and FHWA_ PLANNING 1 ENVIRONMENTAL DOCUMENTATION All projects Implemented by the University,or any subreciplent,must comply with requirements of the National Environmental Policy Act(NEPA)and other appropriate environmental laws and regulations. All documentation shall be submitted to the Department for review and concurrence. Agreement ID#6737 9 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD Most projects under this Agreement will qualify as a Type I Non-Ground Disturbing Categorical Exclusion and NEPA requirements may be met by the completion of a checklist. PROCUREMENT OF GOODS AND SERVICES In accordance with 2 CFR 200 and the exempifons obtained by the US Department of Transportation,codified at 2 CFR 1201,the University shall follow state-approved procedures when procuring goods and services. The University shall submit all procurement proposals for review and approval by tha Department prior to Initiating work. PURCHASE THROUGH THE STATE CONTRACT The Department,through the North Carolina Department of Administration, Purchase and Contract Division,awards vehicle contracts to purchase vehicles for public use. These vehicle contracts comply with Federal Transit Administration(FTA)and State requirements. The University may utilize these ve hid a contracts to purchase public vehicles,but must provide assurance that contracts also meal Federal Highway Administration(FHWA) requirements. For vehicles not Included in these contracts,the University shall conduct a competitive procurement process In accordance with this Agreement. TITLE,USE,MANAGEMENT AND DISPOSAL OF PROPERTY AND/OR VEHICLES The University agrees to use Project property for appropriate purposes and In accordance with Properly Standards denoted in 2 CFR 200.310-316. The University shall maintain all project equipment at a•high level of cleanllness,safety, and mechanical soundness In accordance with the minimum maintenance requirements recommended by the manufacturer. All subreciplents of the University shall comply with property management requirements as Indicated above. The University and the Department will agree on an appropriate useful life for the Project property(vehicles and equlpmenO. The University will use Project property continuously and appropriately throughout the useful life of that property. Upon the end of the period of useful Iffe,the University,or other non-federal subreciplent,may dispose of Project property. The Certificate of Title to all vehicles purchased shall be In the name of the University or subrecipient. • When useful life of vehides or equipment are met,or when the equlpmant or vehicles are no longer needed for the program and there is no other approprlate fedoraI program to use the property,then the entity may dispose of the property. For property with a fair-market value of more than$5,OQ0, the Department shall be Agreement 10#6737 10 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD entitled to eighty percent(80%)of the proceeds from a sale,less a handling Fee of $500 or 10%of the proceeds,whichever Is less. PLANNING/ENVIRONMENTAL DOCUMENTATION For any project that has the potential for environmental impacts,the University shall prepare the environmental and/or planning decument,including any environmental parmlts,needed for the Project,in accordance with the National Environmental Policy Act(NEPA)and all other appropriate environmental laws and regulations.All work shall be performed in accordance with Departmental procedures and guidelines.Said documentation shall be submitted to the Department for review and approval. + The University shall be responsible for preparing and filing with all proper agencies the appropriate planning documents,including notices and applications required to apply for those permits necessary for the construction of the desired Improvements.Copies of approved permits should be forwarded to the Department. ■ The University shall advertise and conduct any required public hearings. • If any permit Issued requires that action be taken to mitigate Impacts associated with the improvements,the University shall design and implement a mitigation plan.The Department will deter€no if any mitigation costs are eligible for reimbursement The University shall bear all costs associated with penalties for violations and claims due to delays. • The University shall be responsible for designing an-erosion control plan If required by the North Carolina Sedimentation Pollution Control Act of 1973,NCGS 113A,Article 4, incorporated.In this Agreement by reference at www.ncleg,net/gascripts/Sialues/Statutes.asp and obtaining those permits required thereby In order to construct the Project.During the construction of the improvements, the CFTC,and its contractors and agents,shall be solely responsible for compliance with the provisions of said Act and the plan adopted In compliance therawith. 6. REIMBURSEMENT SCOPE OF REIMBURSEMENT Activities eligible for funding reimbursement for this Project shall Include: Agreement ID 46737 11 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD • Outreach and Education activities Initiated by the University; Sub-Awards for eligible activities and to eligible partners as awarded by the University. REIMBURSEMENT GUIDANCE The University shall adhere to applicable administrative requirements of Title 2 Code of Federal Regulations, Part 200(www_.fhwa.dot.govllegsregsldirecti_v_eslfap&toc.ht_m-)'Uniform Administrative Requirements,Cost Principles and Audit Requirements for Federal Awards.' Reimbursement to the University shall be subject to the policies and procedures contained In Title 23 Code of Federal Regulations,Part 140 and Part 172,which is being incorporates[into this Agreement by reference at www.fhwa,dot.govllegsMgsldirectives_Ifapgtoc.htm Reimbursement to the University shall be subject to the guidance contained In Title 2 Code of Federal Regulations, Part 170 ht :lledocket.access, o. a 120101 df 2 10-2 0 and Office of Management and Budget(OMB)'Federal Funding Accountability and Transparency Act' (FFATA). Said reimbursement shall also be subject to the Department being reimbursed by the Federal Highway Administration and subject to compliance by the University and subreclplentees with all applicable federal policy and procedures. REIMBURSEMENT LIMITS ■ WORK PERFORMED BEFORE NOTIFICATION Any costs incurred by the University prior to written notification by the Department to proceed with the work shall not be ellgible for reimbursement, • NO REIMBURSEMENT IN EXCESS OF APPROVED FUNDING At no time shall the Department refmburse the Unfversity costs that exceed the total funding per this Agreement and any Supplemental Agreements. ■ UNSUBSTANTIATED COSTS The University agrees that It shall bear aR costs for which It Is unable to substantiate actual costs or any costs that have been deem ad unallowable by the Federal Highway Administration andlor the Department's Financial Management Division. • WORK PERFORMED BY NCDOT Agreement 10#6737 12 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD AIi work performed by tha Department on this Project,including,but not limited 14, reviews, Inspections,and Project oversight,shall reduce the maximum award amount of $4,494,600 available to the University under this Agreement. The Department will bill the University for the non-federal share of any costs that the Department incurs an the Project and for any costs that exceed the Total Estimated Cost. BILLING THE DEPARTMENT • PROCEDURE The University may bill the Department for eligible Project costs in accordance with the Department's guldelines and procedures. Proper supporting documentation shall accompany each invoice as may be required by the Department. By submittal of each Invoice,the University certlfes that It has adhered to all applicable state and federal laws and regulations as set forth In this Agreement. Along with each invoice,the University Is responsible for submitting the FFATA Subrecipient Information Form,which is available at htfos_llconnect.ncdot.govfmunicipalitieslFundingtPaac e_sldefa_u_it,alpx. ■ INTERNAL APPROVALS Reimbursement to the University shall be made upon approval of the invoice by the Department's Financial Management Division. ■ TIMELY SUBMITTAL OF INVOICES The University may Invoice the Department monthly for work accomplished,but no less than once every six(6)months to keep the Project funds active and available. If the University is unable to Invoice the Department,then they must provide an explanation. Failure to submit invoices or explanation may result in de-obllgatlon of funds. • FINAL INVOICE All Invoices associated with the Project must be submitted within six(6)months of the completion of construction and acceptance of the Project to be eligible For reimbursement by the Department. Any invoices submitted after this time will not be eligible for relmbursement. Agreement 1D#6737 13 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD 7. REPORTING REQUIREMENTS AND RECORDS RETENTION PROJECT EVALUATION REPORTS The University Is responsible for submitting quarterly Project evaluation reports in accordance with the Department's guidelines and procedures that detail the progress achieved to date for the Project. PROJECT RECORDS The University shall malntain all books,documents,papers,accounting records,Project records and such other evidence as may be appropriate to substantiate costs incurred under this Agreement. Further,the University shall make such matedais avallabte at its office and shall require its agent to make such materials available at its office at all reasonable times during the contract period,and for three(3)years from the date of payment of the final voucher by the Federal Highway Administration,for inspection and audit by the Department's Financial Management Section,the Federal Highway Administration,or any authorized representatives of the Federal Government. 8. OTHER PROVISIONS REFERENCES It will be the responsibility of the University to follow the current and/or most recent sditfon of references,websites,specifications,standards,guidelines,recommendations, regulations aridlor general statutes,as stated In this Agreement. INDEMNIFICATION OF DEPARTMENT The University agrees to indemnify and hold harmless the Department,FHWA and the State of North Carolina,to the extent allowed by law,for any and all claim for payment,damages and/or liabilities of any nature,asserted against the Department in connection with this Project. The Department shall not be responsible for any damages or claims,which may be initiated by third parties. Agreement ID#6737 14 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD DEBARMENT POLICY It Is the policy of the Department not to enter into any agreement with parties that have been debarred by any government University(Federal or State). By execution of this agreement,the University certifies that neither it nor its agents or contractors are presently debarred,suspended, proposed for debarment,declared ineligible or voluntarily excluded from participation in this transaction by any Federal or State Agency or Department and that it will not enter Into agreements with any entity that Is debarred,suspended,proposed for debarment, declared Ineligible or voluntarily excluded from participatlon in th€s transaction. TITLE VI-CIVIL RIGHTS ACT OF 1964 The University shall comply with T'ida VI of the Civil Rights Act of 1964,(Title 49 CFR,Subtitle A. Part 21). Title Vl prohibits discrimination on the basis of race,color, national origin,disability, gender,and age In all programs or activities of any recipient of Federal assistance. OTHER AGREEMENTS The University is solely responsible for all agreements,contracts,and work orders entered Into or issued by the Univorsity for this Project. The Department is not responsible for any expenses or obligations incurred for the project except those specifically eligible for Congestion Mitigation and Air Quality funds and obilgaffans as approved by the Department under the terns of this Agreement. AVAILABILITY OF FUNDS All terms and conditions of this Agreement are dependent upon,and,subject to the altocation of funds for the purpose set forth in the Agreement and the Agreement shall automatically terminate If funds cease to be avallable. IMPROPER USE OF FUNDS Where either the Department or the FHWA determines that the funds paid to the University for this Project are not used in accordance with the terms of this Agreement,the Department will blil the University. Agreement ID#6737 15 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD TERMINATION OF PROJECT If the University decides to terminate the Project without the concurrence of the Department,the University shall reimburse the Department one hundred percent(10G%)of afl costs expended by the department and associated with the Project. AUDITS In accordance with 2 CFR 200"Uniform Administrative Requirements,Cost Prfnc'rples,and Audit Requirements for Federal Awards,"Subpart F—Audit Requirements,and the Federal Single Audit Act Amendments-of 1996,the University shall arrange for an annual independent financial and compliance audit of its fiscal operations. The University shall furnish the Department with a copy of the annual Independent audit report within thirty(30)days of completion of the report,but not later than nine(9)months after the University's fiscal year ends. REIMBURSEMENT BY UNIVERSITY For all monies due the Department as referenced In this Agreement,reimbursement shail be made by the University to the Department within sixty(60)days of receiving an Invoice. A late payment penalty and Interest shall be charged on any unpaid balance due In accordance with NCGS 147-8$,23. ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties and there are no understandings or agreements,verbal or otherwise,regarding this Agreement except as expressly set forth herein. AUTHORt2ATION TO EXECUTE The parties hereby acknowledge that the individual executing the Agreement on their behalf Is authorized to execute this Agreement on their behalf and to bind the respective entitles to the terms contained herein and that he has read this Agreement,and fully understands Its contents. GIFT BAN By Executive Order 24,issued by Governor Perdue,and NCGS 133-32,it is unlawful for any vendor or contractor(i.e.architect,bidder,contractor,construcflon manager,design professional, englneer,landlord,offeror,seller,subcontractor,supplier,or vendor),to make gifts or to give Agreement ID#6737 16 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD favors to any State employee of the Govemor's Cabinet Agencies(i.e.Administration, Commerce,Correction,Crime Control and Public Safety,Cultural Resources, Environment and Natural Resources, Health and Human Services,Juvenile Justice and Delinquency Prevention, Revenue,Transportation,and the Office of the Governor). 9. SUNSET PROVISION All terms and conditions of this Agreement are dependent upon,and subject to,the allocatlon of funds for the purpose set forth in the Agreement and the Agreement shall automatically terminate if funds cease to be available. IT 1S UNDERSTOOD AND AGREED that the approval of the Project by the Department is subject to the conditions of this Agreement,and that no expenditures of funds on the part of the Department will be made until the terms of this Agreement have been complied with on the part of the University. Signatures on following page. Agreement ID#6737 17 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD IN WITNESS WHEREOF,this Agreement has been executed,In duplicate,the day and year heretofore set out,on the part of the Department and the University by authority duly given. LS.ATTEST: NORTH CAROLINA STATE UNIVERSITY on behalf of the NORTH CAROL€NA CLEAN ENERGY TECHNOLOGY CENTER BY: BY: -jk 1il►sntly 7.Moore stterrte E settle TITLE: Sr.Qntitsdt NeNUabar_ TITLE: ,. Dimctor KCSU a''1 too NC State University �r7 DATE: NCGS 133-32 and Executive Order 24 prohibit the offer to,cr acceptance by,any State Employee of any gift from anyone with a contract with the State,or from any person seeking to do business with the State. By execution of any response In this procurement,you attest,for your entire organization and Its employees or agents,that you are not aware that any such gift has been offered,accepted,or promised by any employees of your organization. Federal Tax Identification Number North Carolina State University Remittance Address: 1 as A L �SfRw1y �K 71t� �atei•�t,, NG �7645'- 7yrY DEPARTME 7RR PORTATI N r BY: (CHIEF EwwrzER) DATE: 1/a (11 APPROVED BY BOARD OF TRANSPORTATION ITEM O: Ja f 0 1 Lo _ _ _ _(Date) Agreement ID#6737 78 DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD 41 CFR 102-34.270-1-low 101111 i111IS] we keel)a Ciiove'rn men I-OW11C... hops:1Avw%v,la►v.Cornell.edulcfrltcxt141I102-34.270 Cornell Craw School APPENDIX D CFR�Title 41 ) Subtitle C � Chapter 102 ) Subchapter B)Part 102 ) Subpart E ) Section 102-34.270 41 CFR 102-34.270 - How long must we keep a Government- owned motor vehicle? § 102-34.270 How long must we keep a Government-owned motor vehicle? You must keep a Government-owned motor vehicle for at least the years or miles shown in the following table, unless it is no longer needed and declared excess: TABLE OF MINIMuM REPLACEMENT STANDARDS Motor vehicle type Years Or miles' Sedans/Station Wagons 3 I 60,000 Ambulances 7 60,000 Buses: Intercity nla 280.000 City nla 150,000 School nla 80,000 Trucks: Less than 12.500 pounds GVWR 6 50.000 12.500-23,999 pounds GVWR 7 60,000 24,000 pounds GVWR and over 9 80,000 4-or G-wheel drive motor vehicles 6 40,000 ' Minimum standards are stated in both years and miles; use whichever occurs first. About 1-11 Contact us Advertise here Help Terms of use Privacy - I of 1 9/29/2017, 12:39 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR --Code of Federal Regulations littps:/lw«,►v.ccfr.govlcgi-bittltext-idx?S1D=74dab65502c544f3cI ldf... APPENDIX G- ELECTRONIC CODE OF FEDERAL REGULATIONS e-CFR data is current as of August 11, 2017 Title 2—Subtitle A Chapter 11—Part 200—Subpart❑—Subject Group Title 2:Grants and Agreements PART 200-UNIFORM ADMINISTRATIVE REQUIREMENTS,COST PRINCIPLES.AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS Subpart D—Post Federal Award Requirements PRflFERTY STANDARDS §200.310 Insurance coverage. The non-Federal entity must,at a minimum,provide the equivalent insurance coverage for real property and equipment acquired or improved with Federal funds as provided to property owned by the non-Federal entity.Federally- owned property need not be insured unless requlred by the terms and Conditions of the Federal award. §200.311 Real property. (a)Title.Subject to the obligations and conditions set forth in this section,title to real property acquired or Improved under a Federal award will vest upon acquisition In the non-Federal entity. (b)Use.Except as otherwise provided by Federal statutes or by the Federal awarding agency,real property will be used for the originally authorized purpose as long as needed for(hat purpose,during which lime the non-Federal entity must not dispose of or encumber its title or other interests. (c)Dispos0ion.When real property Is no longer needed for the originally authorized purpose,the non-Federal entity must obtain disposition instructions from the Federal awarding agency or pass-through entity.The Instructions must provide for one of the following alternatives: (1)Retain title after compensating the Federal awarding agency.The amount paid to(he Federal awarding agency will be computed by applying the Federal awarding agency's percentage of participation in the cost of the original purchase (and costs of any Improvements)to the fair market value of the property.However,in those situations where the non- Federal entity is disposing of real property acquired or improved with a Federal award and acquiring replacement real property under the same Federal award,the net proceeds from the disposition may be used as an offset to the cost of the replacement property. (2)Sell the property and compensate the Federal awarding agency.The amount due to the Federal awarding agency will be calculated by applying the Federal awarding agency's percentage of participation in the cost of the original purchase(and cost of any Improvements)to the proceeds of the sale after deduction of any aclual and reasonable selling and fixing-up expenses.If the Federal award has not been closed out,the net proceeds from sale may be offset against the original cost of the property.When the non-Federal entity Is directed to sell properly,sates procedures must be followed that provide for competition to the extant practicable and result in the highest possible return. (3)Transfer title to the Federal awarding agency or to a third party designatedlapproved by the Federal awarding agency,The non-Federal entity Is entitled to be paid an amount calculated by applying the non-Federal entity's percentage of participation in the purchase of the real property(and cast of any improvements)to the current fair market value of the property. [70 FR 78808,Dec.25.2013.as amended at 79 FR 75884,Dec. 19.20141 §200.312 Federally-awned and exempt property. (a)Title to federally-owned property remains vested In the Federal Government.The non-Federal entity must submit annually an inventory listing of federally-owned property in its custody to the Federal awarding agency.Upon completion of the Federal award or when the property Is no longer needed,the non-Federal entity must report the property to the Federal awarding agency for further Federal agency utilization. t oC4 8r15117, 12:15 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR--Code of Federal Regulations hitps:/Iwww.eefr.gov/cgi-bin/text-idx?SID-74dOb655O2c549f3cI WE_ (b)If the Federal awarding agency has no further need for the property,It must declare the property excess and report It for disposal to the appropriate Federal d€sposal authority,unless the Federal awarding agency has statutory authority to dispose of the property by alternative methods(e.g.,the authority provided by tha Federal Technology Transfer Act(15 U.S.C.3710(1))to donate research equipment to educational and non-profit organizations In accordance with Executive Order 12999,`Educational Technology:Ensuring Opportunity for All Children In the Next Century.").The Federal awarding agency must Issue appropriate instructions to the non-Federal entity, (c)Exempt federally-owned property means property acquired under a Federal award where the Federal awarding agency has chosen to vest tltle to the property to the nen-Federal entity without further obllrgation to the Federal Government,based upon the explicit terms and conditlons of the Federal award.The Federal awarding agency may exercise this option when statutory authority exists.Absent statutory authority and specific terms and conditions of the Federal award,tille to exempt federally-awned property ae quIred under the Federal award remains with the Federal Government. [78 FR 78WS,Dec.26,2013,as amended at 78 FR 75884,Dec.19,20141 §200.313 Equipment. See also§200.439 Equipment and ether capital expenditures. (a)Mo.Subject to the obligations and conditions set forth In this section,title to equipment acquired under a Federal award will vest upon acquisition in the non-Federal entity.Unless a statute specifically authorizes the Federal agency to vest title in the non-Federal entity without further obllgatlon to the Federal Government,and the Federal agency elects to do so.the title must be a conditional Me.Title must vest in the non-Federal entity subject to the folbwtng conditions: (1)Use the equipment for the authorized purposes of the project during the period of performance,or until the property Is no Ionger needed for tha purposes of the project. (2)Not encumber the property without approval of the Federal awarding agency or pass-through entity. (3)Use and dispose of the properly In accordance with paragraphs(b),(c)and(e)of this section. (b)A state must use,manage and dispose of equipment acquired under a Federal award by the state In accordance with state laws and procedures.Other non-Federal entities must follow paragraphs(c)through(e)of this section. (c)Use.(1)Equipment must be used by the non-Federal entity In the program or project for which it was acquired as long as needed,whether or not the project or program continues to be supported by the Federal award,and the non. Federal entity must not encumber the property without prior approval of the Federal awarding agency.When no longer needed for the original program or project,the equipment may be used in other activities supported by the Federal awarding agency,In the following order of priority: (0 Activities under a Federal award from the Federal awarding agency which funded the original program or project, then (it)Activities under Federal awards from other Federal awarding agencies.This Includes consolidated equipment for Information technology systems. (2)During the time that equipment is used on the project or program for which It was acquired,the non-Federal entity must also make equipment available for use on other projects or programs currently or previously supported by the Federal Government,provided that such use will not interfere with the work on the projects or program for which it was originally acquired.First preference for other use must be given to other programs or projects supported by Federal awarding agency that financed the equipment and second preference must be given to programs or projects under Federal awards from other Federal awarding agencies.Use for non-faderally-funded programs or projects Is also parmissibie.User fees should be considered If appropriate. (3)Notwithstanding the encouragement In§200.307 Program Income to earn program Income,the non-Federal entity must not use equipment acquired with the Federal award to provide services for a fee that Is less then private companies charge for equlvafent services unless specifically authorized by Federal statute for as long as the Federal Government retains an Interest in the equipment. (4)When acquiring replacement equipment,the non-Federal entity may use the equipment to be replaced as a trade. In or sell the property and use the proceeds to offsat the cost of the replacement property. (d)Managamenf►equirements.Procedures for managing equipment(including replacement equipment),whether acquired In whole or In part under a Federal award,until disposlSon takes place wIU,as a minimum,meet the following requiremants: 2 of 4 8115/17,12:15 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR—Code of Federal Regulations hi"://www.ecfrgov/cgi-binitext-idx?SM--74dOb655O2c549©cIldf.., (1)property records must be maintained that Include a dascrlptlon of the property,a serial number or other Identification number,the source of funding for the property(Including the FAIN),who holds Me,the acquiallion data,and cost of the property,percentage of Federal partlalpation In the project costs for the Federal award under which the property was acquired,the location,use and condition of the property,and any uitlmate disposition data including the date of disposal and sale price of the property. (2)A physical Inventory of the property must be taken and the results reconciled with the property records at toast once every two years. (3)A control system must be developed to ensure adequate safeguards to prevent loss,damage,or theft of the properly.Any loss,damage,or theft must be Investigated. (4)Adequate maintenance procedures must be developed to keep the property In good condition. (5)If the non-Federal entity Is authorized or required to sell the property,proper sales procedures must be established to ensure the highest possible return. (a)01sposidon.When original or replacement equipment acquired under a Federal award Is no longer needed for the original project or program or for other adivitlas currently or previously supported by a Federal awarding agency,except as otherwise provided In Federal statutes,regulations,or Federal awarding agency disposition InMctions,the non-Federal entity must request disposllIGn Instn clions from the Federal awarding agency If required by the terms and conditions of the Federal award.DIspasitlon of the equipment will be made as follows,In accordance with Federal awarding agency disimMon Instructions: (1)Items of equipment with a current per unit fair market value of$5.000 or less may be retained,sold or otherwise disposed of with no firthar oblig all on to the Federal awarding agency. (2)Except as provided In§200.312 Federally-owned and exempt property,paragraph(b),or If the Federal awarding agency fails to provide requested disposition Instructions within 128 days,items of equ€pment with a current per-unit falr- market value In excess of$5.000 may ba retalned by the non-Federal entity or sold.The Federal awarding agency is entitled to an amount calculated by multiplying the current market value or proceeds from sale by the Federal awarding agency's percentage of participation In the coat of the original purchase.If the equipment Is sold,the Federal awarding agency may permit the non-Federal entity to deduct and retain from the Federal share$600 or ten pement of the proceeds,whichever is less,for Its selling and handling expenses, (3)The non-Federal an*may transfer title to the property to the Federal Government or to an eligible thins party provided that,In such cases,the non-Federal entity must be entitled to compensation for Its attributable percentage of the current fair market value of the property. (4)In cases whore a non-Federal entity falls to take appropriate disposition actions,the Federal awarding agency may direct the non-Federal entity to take disposition actions. VO FR 78608,Om 26,2013.as amended at 79 FR 751364,Dec.1S,2014) §200.314 Supplies. See also§200.453 Materials and supplies costs,including coats of computing devices. (a)Title to supplies will vest in the non-Federst entity upon acquisition.if there is a residual Inventory of unused supplies exceeding$5,000 In total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other Federal award,the non-Federal entity mud retain the supplies for use on other activities or sell them,but must,In either case,compensate the Federal Government for its share.The amount of compensation must be computed In the same manner as for equipment.See§20t1.313 Equipment,paragraph(eH2)for the calcula@cn methodology. (b)As long as ft Federal Government retains an interest In the supplies,the non-Federal entity must not use supplies acquired under a Federal award to provide services to other organizations for a fee that Is lass than private oampanles chaMe for equivalent saM as.unless specifically authorized by Federal statute. §200.315 Intangible property. (a)Title to Intangible property(see§200.59 Intangible property)acquired under a Federal award vests upon acquisition In the non-Federal entity.The non-Federal entity must use that property for the ortginally-authorized purpose, and must not encumber the property without approval of the Federal awarding agency.When no longer needed for the orlglnatly authorized purpose,disposition of the Intangible property must occur to accordance with the provisions in §200,313 Equipment paragraph(a). 3of4 8/15/17,12:15 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR Code of Federal Regulations blips://www.ecfr.gov/cgi-bin/text•idx?SID=74dOb655O2c549©cIIdf... (b)The non-Federal entity may copyright any work that Is subject to copyright and was developed,or for which ownership was acqulmd,under a Federal award.The Federal awarding agency reserves a royaity4me,nonexclusive and Irrevocable right to reproduce,publish,or otherwise use the work for Federal purposes.and to authorize others to do so. (c)The non-Federal entity Is subject to applicable regulations governing patents and Inventions,Including govemmentwide regulations issued by the Department of Commerce at 37 CFR Fart 401,'Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Awards,Contracts and Cooperative Agreements.' (d)The Federal Government has the right to: (1)Obtain,reproduce,publish.or otherwise use the data produced under a Federal award:and (2)Authorize others to receive,reproduce,publish.or otherwise use such data for Federal purposes. (a)Freedom of Information Act(FDIA). (1)In response to a Freedom of Information Act(FDIA)request for research data relating to published research findings produced under a Federal award that were used by the Federal Government In developing an agency aeon that has the force and effect of law,the Federal awarding agency must request,and the non-Federal entity must provide,w€thln a reasonable Om a.the research data so that they can be made available to tha pubiIc through the procedures established under the FOfA.If the Federal awarding agency oblates the research data solely in response to a FDIA request.the Federal awarding agency may charge the requester a reasonable lee equaling the full incremental cost of obtaining the rmarch data.This fee should reffect costs Incurred by the Federal agency and the non-Federal entity.This fee is In addition to any fees the Federal awarding agency may assess under the FDIA(5 U.S.C.552(a)(4XA)). (2)published research findings means when: (1)Research findings are pub[is had I a peer•revlewed scientific or technical journal;or (11)A Federal agency publicly and offlclally dies the research findings In support of an agency action that has the force and effect of law."Used by the Federal Government in developing an agency action that has the force and effect of law°Is defined as when an agency publicly and officially Was the research findings In support of an agency action that has the farce and effect of law. (3)Research data means the recorded faduel material commonly accepted In the scientific community as necessary to valldate research flndIngs,but not any of the following:preliminary analyses,drafts of scientific papers,plans for future research,peer reviews,or communications with colleagues.This"recorded"material excludes physical objects(e.g.. laboratory samples).Research data also do not Include: (1)Trade secrets,commercial Information,materials necessary to be held confidentlal by a researcher until they are publIshed,or similar Information which Is protected under law,and (II)Personnel and medical Information and similar Information the disclosure of which would Constitute a clearly unwarranted Invasion of personal privacy,such as information that could be used to identify a particular parson In a research study. VO FR 78608.Dec.26.2013,as amended at 79 FIR 75884,Dec.19,2014) POO.315 Property trust relationship. Real proparty,equipment,and Intangible propeft that are acquired or Improved with a Federal award must be held In inlet by the non-Federal entity as trustee for the benetictarles of the project or program under which the property was acquired or Improved,the Federal awarding agency may require the non-Federal entity to record(lens or other appropriate notices of record to Indicate that personal or real property has been acquired or Improved with a Federal award and that use and disposition conditions apply to the property. Wed as: x ? 4 of4 V15117, 12:15 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCrR—Code of Federal Itegu[at ions htgYs:)!vvww.et;fro vicgi-binllext-idx'?SILT=74dObfi5502c549f3c 1 l dC.. APPENDIX F ELECTRONIC CODE OF FEDMAl,REGULATIONS e-CFR data is current as of August 11, 2017 Title 2�Subtitle A—Chapter it Part 200—Subpart D—•Subject Group The 2:Grants and Agreements PART200—UNIFORM ADMINISTRATIVE REQUIREMENTS.COST PRINCIPLES,AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS Subpart D—Post Federal Award Requirements PROCUREMENT STANDARDS §200.317 Procurements by states. When procuring property and services under a Federal award,a state must follow the same policies and procedures it uses for procurements from Its non-Federal funds.The slate will comply with§20D.322 Procurement of recovered materials and ensure that every purchase order or other contract Includes any clauses required by sectlon§200.326 Contract provisions.All other non-Federal entities,including subreciplenis of a state,will follow§§200.318 General procurement standards through 200.326 Contract provisions. §200.318 General procurement standards. (a)The non-Federal entity must use its own documented procurement procedures which reflect applicable State. local,and tribal laws and regulations,provided that the procurements conform to applicable Federal law and the standards identified In this part. (b)Non-Federal entities must maintain oversight to ensure that contractors perform in accordance with the terms, conditions,and specifications of their contracts or purchase orders. (c)(1)The non-Federal entity must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection,award and administration of contracts. No employee,officer,or agent may participate in the selection,award,or administration of a contract supported by a Federal award If he or she has a real or apparent conflict of interest.Such a conflict of Interest would arise when the employee,officer,or agent,any member of his or her immediate family,his or her partner,or an organization which employs or Is about to employ any of the parties indicated herein,has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.The officers,employees,and agents of the non-Federal entity may neither solicit nor accept gratuities,favors.or anything of monetary value frorn contractors or parties to subcontracts.However,non-Federal entitles may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value.The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees,or agents of the non-Federal entity. (2)If the non-Federal entity has a parent,affiliate.or subsidiary organization that is not a state,local government,or Indian tribe,the non-Federal entity must also maintain written standards of conduct covering organizational conflicts of interest.Organizational conflicts of interest means that because of relationships with a parent company,affiliate.or subsidiary organization,the non-Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. (d)The non-Federal entity`s procedures must avoid acquIsIlion of unnecessary or duplicative items.Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase.Where appropriate, art analysis will be made of lease versus purchase attemalives,and any other appropriate analysis to determine the most economical approach. (e)To foster greater economy and efficiency,and in accordance with efforts to promote cost-effective use of shared services across the Federal Government,the non-Federal entity is encouraged to enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. (0 The non-Federal entity Is encouraged to use Federal excess and surplus properly In lieu of purchasing new I of 6 $115117. 12:16 Plvf DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR--Code of Federal Rtguiations hitps-//www.ecfr.gov/cgi-bin/text-idx?SID=74dOb655O2c549f3eI ldf.. and .�.d. f }equipmentproperty whenever such use is feasible and redtt�pi'rdje`ct' sts. (g)The non-Federal entity Is encouraged to use value engineering clauses In contracts for construction projects of sufRcierrt size to offer reasonable opportunitles for cost reductions.Val us engineering Is a systematic and creative analysis of each contract Item or taste to ensure that Its essential function Is provided at the overall lower cost, (h)The non-Federal ontlty must award contracts only to responsible contractors possessing the ability to perform successfufly under the terms and conditions of a proposed procurement.Consldaration will be given to such matters as contractor integrity,camp Hence with public policy,record of past performance,and financleI and technical resources.See also§200.213 Suspension and debarment. (1)The non-Federal entity must maintain records sufficient to detail the history of procurement.These records will Include,but are not neeessaray limited to the following.rationale for the method of procurement,selection of contract type, contractor selection or rejection,and the basis for the contract price. 0)(1)The non-Federal entity may use a time and materials type contract only after a determination that no other contract Is suitable and if tha contract includes a calling price that the contractor exceeds at Its awn risk.Time and materials type contract means a contract whose cost to a non-Federal entity is the sum of: (1)The actual cost of materials;and (11)Direct labor hours charged at fixed hourly rates that reflect wages,general and administrative expenses,and profit. (2)Since ibis formula generates an open-ended contract price,a time-and materials contract provides no positive profit Incentive to the contractor for cost control or labor efficiency.Therefore,each contract must set a ceiling price that fhe contractor exceeds at Its own risk.Further,the non-Federal entity awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor Is using efficient methods and effective cost controls. (k)The non-Federal entity atone must be responsible.In accordance with good administrative practice and sound business judgment,for the settlement of all contractual and adminlstrailve issues arising out of procurements.These issues include,but are not limited to.source evaluation,protests,disputes,and claims.These standards do not relieve the non-Federal entity of any contractual responsibilities under its contracts.The Federal awarding agency will not substitute its judgment for that of the non-Federal entity unless the matter Is prlmariiy a Federal concern.Violations of law will be referred to the local,state,or Federal authority having proper judsdlctlon. (78 FR 78608,Dec.26,2013.as amended at 79 FR 76885,Dec.19,2014;80 FR 43309,July 22.20161 §20D.319 Competition. (a)All procurement transactions trust be conducted in a manner providing frill and open competition cc nsistent with tha standards of this section.In order to ensure objective oantractor performance and ellminate unfair oompetitive advantage,contractors that devatop or draft specifications,requirements,statements of work,or Invitations for bids or requests for proposals trust ba excluded from competing for such procurements.Some of the situations con old ered to be restrictive of competition include but are not limited to: (1)Placing unreasonable requirements on firms In order for them to quaafy to clo business; (2)Requiring unnecessary experience and excessive banding; (3)Noncompetitive pricing practices between firms or between affiliated companies; (4)Noncompetltive contracts to consultants that are on retainer contracts; (5)Organizational conflicts of Interest; (6)Specifying only a Wand name'product instead of allowing"an equal'product to be offered and describing the performance or other retevant requirements or the procurement;and (7)Any arbitrary action in the procurement process. (b)The non-Federal entity must conduct procurements in a manner that prohibits the use of statutorily or administratively Imposed state,local,or tribal geographical preferences In the evaluation of bids or proposals,except In those cases where applicable Federal statutes expressly mandate or encourage geographic preference.Nothing In this section preempts state licensing laws.When contracting for"Itectural and engineering(AIE)services,geographic lc=fian may be a selection criterion provided its appacatlon leaves an appropriate number of qualified firms,given the 2 of 6 8115/17, 12:16 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFFL—Code of Federal Regulations https://www.ecfrgovlcgi-bindtext-idx?S]D-74dDb65502c.549Sel Idf... no lure and sire of the projam to Compete for the contract. (c)The non-Federal entity must have written procedures for procurement transactions.These procedures must ensure that all solicitations: (1)Incorporate a dear and accurate description of the technical requirements for the material,product,or servlce to ba procured.Such descriptlon must not,in competitive procurements,contain features which unduly restrict competition. The description may Include a statement of the qualitative nature of the material,product or service to be procured and, when necessary,must sat forth those minimum essential characteristics and standards to which It must conform If it Is to satisfy Ito Intend ad use.Detailed product specifications should be avoided if at al possible.When It Is impractical or unsconomlcal to make a clear and accurate description of the technical requirements,a`brand name or equivalent' description may be used as a means to define the performance at other salient requirements of procurement.The spsciflc features of the named brand which must be met by offers must be clearly stated:and (2)Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. (d)The non-Federal entity collet ensure that all prequailfad IIsls of persons,firms,or products which are used In acquiring goods and services are current and Include enough qualified sources to ensure maximum open and free competItlon.Also,the non-Federal entity must not preclude potential bidders from qualifying during the solicltatlan period. (78 FR 78608,Dec.26,2013,as amended at 79 FR 76885,Om 19,20141 §200.320 Methods of procurement to be followed. The non-Federal entity must use one of the following methods of procurement tray Procurement by mires-purchases.Procurement by micro-purchase Is the acquisition of supplies or services,the aggregate dollar amount of which does not exceed the micro-purchase threshold(§20D.67 Micro-purchase).To the extent practicable,the nun-Federal entity must distribute micro-purchases equitably among qualified suppliers. M[cxn-purchases may be awarded without soliciting competitive quotations if the non-Federal entity considers the price to be reasonable. (b)Procurement by small purchase procedures.Small purchase procedures are those relatively simple and Informal procurement methods for securing services,supplies,or other property that do not cost more than the Simplified Aoqulsltian Threshold.If small purchase procedures are used,price or rate quotations must be obtained from an adequate number of qua[Ifiaa sources. (c)Procurement by sealed bids(formal advertising).Bids are publicly soicited and a firm fixed price contract(lump sum or unit price)Is awarded to the responsible bidder whose bid,conforming with all the material terms and conditions of the hv#Eatton for bids,is the lowest In price.The sealed bid method Is the preferred method for procuring construction.If the conditions In paragraph(cx1)of this section apply. (1)In order for sealed bidding to be feasible,the following conditions should be present: (1)A complete,adequate,and reallstic speciflcatiun or purchase description is avallable; (II)Two or more responsible bidders are willing and able to compete effectively for the business;and (Ili)The procurement tends itself to a firm fixed price contract and the selection of the successfUl bidder can be made principally on the basis of price. (2)If sealed bids are used,the fallowing requirements apply: (1)Bids must be solicited from an adequate number of known suppliers,providing them sufficient response time prior to the date sat for opening the bids,for local,and tribal governments,the invitation for bids must be publicly advertised; (ii)The Invitation for bids.which will Include any specifications end pertinent attachments,must define the items or services In order for the bidder to properly respond; (tl[)All bids will be opened at the time and place prescribed In the Invitation for bids,and for local and tribal governments,the bids must be opened publicly; (iv)A firm fixed price contract award will be made In writing to the lowest responsive and responsible bidder.Where specified In bidding documents,factors such as discounts,transportation cost,and life cycle costs must be considered In determining which bid Is fowesL Payment discounts will only be used to determine the low bid when prior experience Indicates that such discounts are usually taken advantage of,,and 3 of 6 8/15117, 12:16 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR—Code of Federal Regulations https://www.ecfrgov/csi-bin/text-idx?St3=74dob65502c549f3el ldf... (v)Any or all bids may be rejected If there Is a sound documented reason. (d)Procurement by competitive proposals.The technique of competitive proposals Is normally conducted with more then one source aubmitting an offer,and elther a fixed price or cost-reimbursement type contract Is awarded.It is gan orally used when condillons are not appropriate for the use of sealed bids.If this method is used,the fallowing requirements apply: (1)Requests for proposals must be publicized and identify all evaluation factors and their relative Importance.Any response to publicized requests for proposals must ba considered to tha maximum extent prad3cal; (2)Proposals must be solicited from an adequate number of qualified sources; (3)The non-Federal entity must have a written method for conducting technical evaluations of the proposals received and for selecting redplents; (4)Contracts must be awarded to the responsible firm whose proposal Is most advantageous to the program,with price and other factors considered;and (5)The non-Federal entity may use competitive proposal procedures for guallfications-based procurement of archltecturallengineering(AJE)professional services whereby competltom'qualifications are evaluated and the most qualified compatitor Is selected,subject to negotiatlon of fair and reasonable compensation.The method,where price Is not used as a selection factor,can only be used In procurement of ME professional services.It cannot be used to purchase other types of services though KE firms are a potential source to perform the proposed effort. (e)[Reserved] (f)Procurement by noncompetitive proposals.Procurement by noncompetfilve proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following dreurnstances apply; (1)The Item Is available only from a single source; (2)The public;exigency or emergency for the requirement will not permit a delay resulting from compatlttve sollcilation; (3)The Federal awarding agency or pass-through entity expressly authorizes noncompettlive proposals In response to a written request from the non-Federal entity;or (4)After solicitatlon of a number of sources,competition is determined Inadequate. [78 FIR 78608.Dec.26,2013.as amended at 79 FA 75885,Dec.19,2014;80 FR 54409,Sept.10,20151 §200.321 Contracting with email and minority businesses,women's business enterprises,and labor surplus area firms. (a)The non-Federal entity must take all necessary offrmative steps to assure that minority buslnesses,womon'a business enterprises,and labor surplus area firms are used when possible. (b)Affirmative steps must Include: (1)Placing qualified small and minority businesses and womoWs business enterprises on solicitation lists; (2)Assuring that&mail and minority businesses,and women's business enterprises are solicited whenever they are potential sources; (3)Dividing total requIrements,when economically feasible,Into smaller tasks or quantities to permit maximum participation by small and minority businesses,and women's business enterprises; (4)Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses,and womeWs business enterprises; (5)Using the services and assistance,as appropriate,of such organfzatlons as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce;and (0)Requiring the prime contractor.If subcontracts are to be Iet,to lake the affirmative steps listed In paragraphs(1) through(5)of this section. 4 of 6 8/15/17, 12:16 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD cCFR—Code of Federal Regulations https:/Avww.ecfr.gov/cgi-bin/text-idx?5ID=74dOb655O2c549©cI Idf... §200.322 Procurement of recovered materials. A non-Federal antlty that Is a atate agency or agency of a political subdivision of a state and Its contractors must comply with section 0002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act. The requirements of Section e002 include procuring only items designated in guld0ries of the Environmental Protection Agency(EPA)at40 CFR part 247 that contain the highest percentage of recovered matertat$practicable,consistent with maintalning a satisfactory level of competition,where the purchase price of the Item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000:procuring solid waste management services In a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials Identified In the EPA guldellnes. (78 FR 78608,Des 26,2013.as amended at 79 FR 75885.Dec.19,2014) 5200.323 Contract cost and price. (a)The non-Federai entity must perform a cost or price analysis in connection with every procurement action In excess of the Simplified Acquisition Threshold including contract modlficatons.The method and degree of analysis is dependent on the facts sunounding the particular pn=rement situation,but as a starting point the non-Federal entity must make independent estimates before receiving bids or proposals. (b)The non-Federal entity must negotiate profit as a separate element of the price for each contract In which there is no prigs competition and In all cases where cost analysis is performed.To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed,the risk borne by the contractor,the contractoes investment,the amount of subcontracting,the quality of its record of past performance,and industry profit rates In the surrounding geographleal area for similar work. (c)Costs or prices based on estimated costs for contracts cinder the Federal award are allowable only to the extent that oasts incurred or cost estimates included In negotiated pd as would be allowable for the non-Federal entity under Subpart E—Cost Principles of this part.The non-Federal entity may referenoe Its own cost principles that comply with the Federal cost principles. (d)The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. §200.324 Federal awarding agency or pass-through entity review. (a)The non-Federal entity must make available,upon request of the Federal awarding agency or pass-through entity, technical speciticatons on proposed procurements where the Federal awarding agency or pass-through entity believes such review is needed to ensure that the item or service spect€Eed is the one being proposed for acqulsidon.This review generally will take place prior to the time the specification is Incorporated Into a sollc[taton document.However.If the non- Federel entity desires to have the review accomplished aftera solicitation has been developed,the Federal awarding agency or pass-through entity may still review the specifications,with such review usually limited to the technical aspects of the proposed purchase. (b)The non-Federal endty must make available upon request.for the Federal awarding agency or pass-through entity pre-procurement review,procurement documents,such as requests for proposals or Invitations for birds,or independent cost estimates,when: (1)The non-Federal entity's procurement procedures or operation falls to comply with the procurement standards In this part: (2)The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a sollchaton; (a)The procurement,which Is expected to exceed the Simplified Acquisition Threshold,specifies a*brand name' product; (4)The proposed contract Is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a seated bid procurement;or (6)A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. (c)The non-Fedemi entity is exempt from the pre-procurement review In paragraph(b)of this section if the Federal awarding agency or pass-through entity determines that Its procurement systems comply with the standards of this part. (1)The non-Federal entity may request that Its procurement system be reviewed by tee Federal awarding agency or 5 of 6 8115117, 12.16 PM DocuSign Envelope ID:25158025-ADOF-4044-B3BF-3AB3BFDF53FD eCFR—Code of Federal Regulations hitpsV/www.ecfr.govfcgi-bin/text-idx?SID-74dGb65502c549f3cl I df... pass-through entity,to determine whether its system meets these standards In order for its system to be certified. Generally,these reviews must occur where there Is continuous h19h-dollar funding,and third party contracts are awarded on a regular basis; (2)The non-Federal entity may sell certify its procurement system.Such self-certillcatlon must not tlmlt the Federal awarding agency's right to survey the system. Under a self-certiijeation procedure,the Federal awarding agency may rely on written assurances from the non-Federal entity that it is complying with these standards.The non-Federal entity must cite specMe policies,procedures,regulations,or standards as being In compliance with these requl rem ants and have Its system available for review. §200.325 Bonding requirements. For construction or facility Improvement contracts or subcontracts exceeding the SlmpfiRed Aoquisleon Threshold,the Federal awarding agency or pass-through entity may accept the bending policy and requirements of the non-Federal entity provided that the Federal awarding agency or pass-through entity ties made a determination that the Federal Interest Is adequately protected.If such a determination has not been made,the minlmum requirements must be as follows: (a)A bid guarantee from each bidder equivalent to five percent of the bid price.The'bid guaranies'must consist of a firm commitment such as a bid bond,cerlified check,or other negotiable Instrument accompanying a bid as assurance that the bidder will,upon acceptance of the bid,execute such contractual documents as may be required within the time specified. (b)A perfommance bored on the part of the contractor for 100 percent of the contract price.A°performance bond'is one executed in connection with a contract to secure fulfillment of all the conlractor`s obligotlons under such contract. (c)A payment bond on the part of the contractor for 100 percent of the contract price_A'payment bond'is one executed In connection with a contract to assure payment as required by law of all persons supplying labor and material in the execullon of the work provided for In the contract. §200.326 Contract provisions. The non-Federal entity's contrails must contain the applicable provisions described in Appendix lI to Part 200- Con1trad Provisions for non-Federal Entity Contracts Under Federal Awards. Head as;d=nw? 6 of 6 8/I5117,12:16 PM