HomeMy WebLinkAbout2021-023-E OCTS-Triangle J TDM services contract FY21 DocuSign Envelope ID: 1970E54E-AE09-4466-994B-01CAF3868F32
THIS AGREEMENT made this the day Wcember, 2020,CRf6reinafter referred to as AGREEMENT) by
and between the TRIANGLE J COUNCIL OF GOVERNMENTS ("TJCOG") and Orange County, NC
("Recipient").
WHEREAS, TJCOG and the Recipient desire to utilize grant funds for the purpose of encouraging
innovative approaches in the provision of transportation demand management services; and
WHEREAS,TJCOG and the Recipient desire to secure and utilize grant funds for the above referenced
purposes,
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, TJCOG and the
Recipient agree as follows:
Section 1. Purpose of Agreement.
The purpose of this Agreement is to provide for the undertaking of a transportation demand
management(TDM) project by the Recipient as described in the project application.
Section 2. Project Implementation.
The Recipient agrees to carry out the Project as follows:
a. Scope of Project.The Recipient shall undertake and complete the Project as described in the
approved Recipient's Project Budget,incorporated into this Agreement as Attachment A,filed
with and approved by the TDM Oversight Committee, and in accordance with the Project
Application for financial assistance and the terms and conditions of this Agreement. Nothing
shall be construed under the terms of this Agreement by TJCOG or the Recipient that shall
cause any conflict with Department,State,or Federal statutes,rules,or regulations.
b. Cost of Project. The total cost of the Project approved by the TDM Oversight Committee is
$62,019.00 as set forth in the Project Description and Budget, incorporated into this
Agreement as Attachment A. This includes $62,019.00 for local activities (50% or
$31,009.50 in grant funding, and 50% or $31,009.50 in local match). Funds may not be
transferred among line items unless written authorization is obtained from the TDM
Oversight Committee. TJCOG will then work with the Recipient to prepare a budget
amendment.
c. Period of Performance. This Agreement shall commence upon the date of execution. The
period of performance for all expenditures shall extend from JULY 1, 2020 TO JUNE 30,
2021, unless written authorization to the contrary is provided by TJCOG. If a contract
extension is requested, TJCOG must obtain written authorization from the Department of
Transportation and the TDM Oversight Committee. The Recipient shall commence, carry on,
and complete the approved Project with all practicable dispatch,in a sound,economical,and
efficient manner.
d. Recipient's Capacity.The Recipient agrees to maintain sufficient legal,financial,technical,and
managerial capability to: (a) Plan, manage, and complete the Project and provide for the use
of Project property; (b) Carry out the safety and security aspects of the Project; and (c)
Comply with the terms of this Agreement, the Approved Project Budget, the Project
schedules,and applicable Federal and State laws,regulations,and directives.
e. Administrative Requirements.The Recipient agrees to comply with the following Federal and
State administrative requirements: (1) U.S. DOT regulations, "Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local Governments," 49
C.F.R. Part 18 at
https://one.nhtsa.gov/nhtsalwhatsup/tea21/GrantMan/HTML/03 DOTComRul 49CFR18.
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html(2) Title 19A North Carolina Administrative Code (N.C.A.C.) Subchapter 5B at
http://reports.oah.state.nc.us/ncac.asp.
f. Application of Federal, State, and Local Laws, Regulations, and Directives. To achieve
compliance with changing federal requirements,the Recipient makes note that federal,state
and local requirements may change and the changed requirements will apply to this
Agreement as required.
g. Full and Open Competition. In accordance with 49 U.S.C. § 5325(a), the Recipient agrees to
conduct all procurement transactions in a manner that provides full and open competition.
h. Recipient's Responsibility to Extend Federal and State Requirements to Other Entities.
a. Entities Affected. Only entities that are signatories to this Agreement for the Project
are parties to this agreement. To achieve compliance with certain Federal and State
laws, regulations, or directives, however, other Project participants, such as
subrecipients and third-party contractors, will necessarily be involved. Accordingly,
the Recipient agrees to take the appropriate measures necessary to ensure that all
Project participants comply with applicable Federal and State laws, regulations, and
directives affecting their performance
b. Documents Affected. The applicability provisions of Federal and State laws,
regulations, and directives determine the extent to which their provisions affect a
Project participant. Thus, the Recipient agrees to include adequate provisions to
ensure that each Project participant complies with those Federal and State laws,
regulations, and directives. In addition,the Recipient also agrees to require its third
party contractors and subrecipients to include adequate provisions to ensure
compliance with applicable Federal and State laws,regulations,and directives in each
lower tier subcontract and sub agreement for the Project. Additional requirements
include the following: (a)Third Party Contracts.Because Project activities performed
by a third party contractor must comply with all applicable Federal and State laws,
regulations, and directives, the Recipient agrees to include appropriate clauses in
each third party contract stating the third party contractor's responsibilities under
Federal and State laws,regulations,and directives,including any provisions directing
the third party contractor to extend applicable requirements to its subcontractors at
the lowest tier necessary. When the third party contract requires the third party
contractor to undertake responsibilities for the Project usually performed by the
Recipient, the Recipient agrees to include in that third party contract those
requirements applicable to the Recipient imposed by the Grant Agreement for the
Project.Additional guidance pertaining to third party contracting is contained in the
FTA's "Best Practices Procurement Manual." (b) Sub agreements. Because Project
activities performed by a subcontractor/ subrecipient must comply with all
applicable Federal and State laws,regulations,and directives,the Recipient agrees as
follows:
i. Written Sub agreement. The Recipient agrees to enter into a written
agreement with each subrecipient (sub agreement) stating the terms and
conditions of assistance by which the Project will be undertaken and
completed.
ii. Compliance with Federal Requirements. The Recipient agrees to implement
the Project in a manner that will not compromise the Recipient's compliance
with Federal and State laws, regulations, and directives applicable to the
Project and the Recipient's obligations under this Agreement for the Project.
Therefore,the Recipient agrees to include in each sub agreement appropriate
clauses directing the subrecipient to comply with those requirements
applicable to the Recipient imposed by this Agreement for the Project and
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extend those requirements as necessary to any lower level sub agreement or
any third party contractor at each tier.
Section 3. Ethics.
a. Code of Ethics.The Recipient agrees to maintain a written code or standards of conduct that
shall govern the actions of its officers, employees,board members, or agents engaged in the
award or administration of third party contracts or sub agreements financed with
Federal/State assistance. The Recipient agrees that its code or standards of conduct shall
specify that its officers, employees,board members, or agents may neither solicit nor accept
gratuities, favors, or anything of monetary value from any present or potential third party
contractor at any tier or subrecipient at any tier or agent thereof.Such a conflict would arise
when an employee, officer, board member, or agent, including any member of his or her
immediate family, partner, or organization that employs, or intends to employ, any of the
parties listed herein has a financial interest in the firm selected for award.The Recipient may
set de minimis rules where the financial interest is not substantial,or the gift is an unsolicited
item of nominal intrinsic value. The Recipient agrees that its code or standards shall also
prohibit its officers, employees, board members, or agents from using their respective
positions in a manner that presents a real or apparent personal or organizational conflict of
interest or personal gain. As permitted by State or local law or regulations, the Recipient
agrees that its code or standards of conduct shall include penalties, sanctions, or other
disciplinary actions for violations by its officers,employees,board members,or their agents,
or its third party contractors or subrecipients or their agents. (1) Personal Conflicts of
Interest. The Recipient agrees that its code or standards of conduct shall prohibit the
Recipient's employees,officers,board members,or agents from participating in the selection,
award, or administration of any third party contract or sub agreement supported by
Federal/State assistance if a real or apparent conflict of interest would be involved. Such a
conflict would arise when an employee, officer, board member, or agent, including any
member of his or her immediate family,partner, or organization that employs, or intends to
employ,any of the parties listed herein has a financial interest in the firm selected for award.
(2) Organizational Conflicts of Interest. The Recipient agrees that its code or standards of
conduct shall include procedures for identifying and preventing real and apparent
organizational conflicts of interest. An organizational conflict of interest exists when the
nature of the work to be performed under a proposed third party contract or sub agreement
may,without some restrictions on future activities,result in an unfair competitive advantage
to the third party contractor or subrecipient or impair its objectivity in performing the
contract work.
b. Debarment and Suspension. The Recipient agrees to comply, and assures the compliance of
each third party contractor,with Executive Orders Nos. 12549 and 12689, "Debarment and
Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Governmentwide Debarment
and Suspension (Non procurement)," 49 C.F.R. Part 29.The Recipient agrees to,and assures
that its third-party contractors will, review the Excluded Parties Listing System at
(http://epls.arnet.gov/) before entering into any contracts.
c. Bonus or Commission. The Recipient affirms that it has not paid, and agrees not to pay, any
bonus or commission to obtain approval of its application for the Project.
d. Lobbying Restrictions. The Recipient agrees that: (1) It will comply, and will assure the
compliance of each third party contractor at any tier and each subrecipient at any tier,with
U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as
necessary by 31 U.S.C. § 1352, and (2) To the extent applicable, it will comply with
Federal/State laws and regulations prohibiting the use of Federal/State assistance for
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activities designed to influence Congress or a State legislature with respect to legislation or
appropriations, except through proper,official channels.
e. Employee Political Activity.To the extent applicable,the Recipient agrees to comply with the
provisions of the Hatch Act, 5 U.S.C. §§ 1501 through 1508,and 7324 through 7326, and U.S.
Office of Personnel Management regulations, "Political Activity of State or Local Officers or
Employees," 5 C.F.R. Part 151. The Hatch Act limits the political activities of State and local
agencies and their officers and employees, whose principal employment activities are
financed in whole or part with Federal funds including a Federal grant, cooperative
agreement, or loan. Nevertheless,in accordance with 49 U.S.C.§ 5307(k)(2)(B) and 23 U.S.C.
§ 142(g), the Hatch Act does not apply to a nonsupervisory employee of a public
transportation system (or of any other agency or entity performing related functions)
receiving FTA assistance to whom the Hatch Act would not otherwise apply.
f. False or Fraudulent Statements or Claims. The Recipient acknowledges and agrees that: (1)
Civil Fraud.The Program Fraud Civil Remedies Act of 1986,as amended, 31 U.S.C.§§3801 et
seq.,and U.S.DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31,apply to its
activities in connection with the Project. By executing this Agreement for the Project, the
Recipient certifies or affirms the truthfulness and accuracy of each statement it has made, it
makes,or it may make in connection with the Project.In addition to other penalties that may
apply, the Recipient also understands that if it makes a false, fictitious, or fraudulent claim,
statement, submission, certification, assurance, or representation to the Federal/State
Government concerning the Project, the Federal/State Government reserves the right to
impose on the Recipient the penalties of the Program Fraud Civil Remedies Act of 1986, as
amended, to the extent the Federal/State Government deems appropriate. (2) Criminal
Fraud. If the Recipient makes a false, fictitious, or fraudulent claim, statement, submission,
certification, assurance, or representation to the Federal/State Government or includes a
false, fictitious, or fraudulent statement or representation in any agreement with the
Federal/State Government in connection with a Project authorized under 49 U.S.C. chapter
53 or any other Federal law, the Federal/State Government reserves the right to impose on
the Recipient the penalties of 49 U.S.C. § 5323(1), 18 U.S.C. § 1001 or other applicable
Federal/State law to the extent the Federal/State Government deems appropriate.
Section 4. Project Expenditures.
a. General. The Department shall reimburse the Recipient for allowable costs for work
performed under the terms of this Agreement.The Recipient shall expend funds provided in
this Agreement in accordance with the approved Project Budget, included as Attachment A
to this Agreement. It is understood and agreed that the work conducted pursuant to this
Agreement shall be done on an actual cost basis by the Recipient. Expenditures submitted
for reimbursement shall include all eligible costs incurred within the quarterly
timeframe in which the project reports expenditures to TJCOG. The amount of
reimbursement from TJCOG shall not exceed the award funds budgeted in the approved
Project Budget.The Recipient shall initiate and prosecute to completion all actions necessary
to enable the Recipient to provide its share of project costs at or prior to the time that such
funds are needed to meet project costs.Each project line item included in the program budget
and invoice template will only be reimbursed by grant funds at 50%.The remaining costs per
line item must be paid by matching funds.
b. Payment. The Recipient shall submit itemized invoices to TJCOG not less frequently than
quarterly,reporting on forms furnished by TJCOG for work performed under this Agreement.
Expenditures submitted for reimbursement shall include all eligible cost incurred and
be for work performed within the quarter. Failure to request reimbursement for
expenses incurred within the quarter may result in non-payment. All requests for
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reimbursement must be submitted within (30) days following the end of the quarter,
including the final invoice. Invoices shall be supported by documentation of costs. Failure
to request reimbursement for eligible projects costs as outlined may result in termination of
the Project. Invoices shall be approved by the TJCOG Energy & Environment Program
Manager.
c. Excluded Costs.The Recipient understands and agrees that ineligible costs will be treated as
follows: (1) In determining the amount of assistance TJCOG will provide,TJCOG will exclude:
(a)Any Project cost incurred by the Recipient before the Effective Date of the Grant; (b) Any
cost that is not included in the latest Approved Project Budget; (c) Any cost for Project
property or services received in connection with a third party contract or sub agreement with
a subrecipient that must be approved by the TDM Oversight Committee, or other
arrangement required to be, but has not been, concurred by the Oversight Committee; (d)
Any non-project cost consistent with the prohibitions of 49 U.S.C. § 5323(h); (e) Any cost
ineligible for Department participation as provided by applicable Federal/State laws,
regulations, or directives; and (f) Expenditures on incentive items are prohibited. (g)
Items listed in the FY2018 Request for Proposals, including Food (with the exception of
branded food items used as a promotional item); Unbranded promotional items, including
event decorations (e.g., balloons); Incentives/prizes (unless prior approval has been
obtained from the Oversight Committee); Entertainment (e.g., musical bands, DJs); Capital
expenses (e.g.,vehicle or vehicle parts acquisition, bicycles or bicycle racks, bus or vanpool
passes for regular customers, etc. In special circumstances, bus, or vanpool passes may be
used for new employees for a limited amount of time); Building costs; Sales tax (except for
travel expenses); Operating costs, such as vehicle maintenance; Computer hardware and
software (e.g., laptops); (2) The Recipient understands and agrees that payment to the
Recipient for any Project cost does not constitute TJCOG's final decision about whether that
cost is allowable and eligible for payment and does not constitute a waiver of any violation
by the Recipient of the terms of this Agreement.The Recipient acknowledges that TJCOG will
not make a final determination about the allowability and eligibility of any cost until any audit
of the Project has been completed. If TJCOG determines that the Recipient is not entitled to
receive any portion of the State assistance the Recipient has requested or provided, TJCOG
will notify the Recipient in writing, stating its reasons. The Recipient agrees that Project
closeout will not alter the Recipient's responsibility to return any funds due TJCOG as a result
of later refunds, corrections, or other transactions; nor will Project closeout alter TJCOG's
right to disallow costs and recover funds on the basis of a later audit or other review. Unless
prohibited by Federal/State law or regulation,TJCOG may recover any funds made available
for the Project as necessary to satisfy any outstanding monetary claims that TJCOG may have
against the Recipient.
d. State Claims, Excess Payments, Disallowed Costs, including Interest. (1) Recipient's
Responsibility to Pay. Upon notification to the Recipient that specific amounts are owed to
TJCOG,whether for excess payments of assistance,disallowed costs,or funds recovered from
third parties or elsewhere, the Recipient agrees to remit to TJCOG promptly the amounts
owed,including applicable interest and any penalties and administrative charges.(2)Amount
of Interest. The Recipient agrees to remit to TJCOG interest owed as determined in
accordance with N.C.G.S. 147-86.23.
e. Travel. Reimbursement for travel subsistence expenses (i.e., hotel and food costs) is
allowable at the Federal rate (found at http://www.gsa.gov/perdiem).
Section 5.Accounting Records.
a. Documentation of Project Costs. All costs charged to the Project, including any approved
services performed by the Recipient or others, shall be supported by properly executed
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payrolls, time records, invoices, contracts, receipts, or vouchers evidencing in detail the
nature and propriety of the charges.
b. Allowable Costs. Expenditures made by the Recipient shall be reimbursed as allowable costs
to the extent they meet all of the requirements set forth below. They must be: (1) consistent
with the Project Work Plan, Project Budget, and all other provisions of this Agreement; (2)
Necessary in order to accomplish the Project; (3) Reasonable in amount for the goods or
services purchased; (4) Actual net costs to the Recipient, i.e., the price paid minus any
refunds; (5) Incurred and be for work performed within the period of performance of this
Agreement; and (6) Satisfactorily documented.
Section 6. Reporting, Record Retention,and Access.
a. Reports & Invoices. The Recipient shall provide quarterly reports to TJCOG on the progress
of its TDM activities described in the Work Plan.The Recipient shall collect and submit to
TJCOG at such time as it may require,such financial statements,data,records,contracts,and
other documents related to the Project as may be deemed necessary by TJCOG.Such reports
shall include narrative and financial statements of sufficient substance to be in
conformance with the reporting requirements of the Triangle TDM Grant Program
b. Record Retention. The Recipient and its third party contractors shall retain all records
pertaining to this Project for a period of five (5) years from the date of final payment to the
Recipient,or until all audit exceptions have been resolved,whichever is longer,in accordance
with "Records Retention and Disposition Schedule - Public Transportation Systems and
Authorities, April 1, 2006," at https://files.nc.gov/dncr-
archives/documents/files112ublic transportation systems authorities 20060401 1.pdf
c. Access to Records of Recipient and Subcontractors. The Recipient shall permit and shall
require its third party contractors to permit TJCOG or its authorized representatives to
inspect all work, materials, payrolls, and other data and records with regard to the Project,
and to audit the books,records,and accounts of the Recipient pertaining to the Project.TJCOG
shall reserve the right to reject any and all materials and workmanship for defects and
incompatibility with Project Description or excessive cost. The Department shall notify the
Recipient, in writing, if materials and/or workmanship are found to be unacceptable. The
Recipient shall have ninety (90) days from notification to correct defects or to provide
acceptable materials and/or workmanship. Failure by the Recipient to provide acceptable
materials and/or workmanship, or to correct noted defects, shall constitute a breach of
contract.
d. Project Closeout.The Recipient agrees that Project closeout does not alter the reporting and
record retention requirements of this Section 6 of this Agreement.
Section 7. Project Completion,Audit,Settlement,and Closeout.
a. Project Completion.Within thirty(30) calendar days following Project completion,the end of
the Project's period of performance, the Recipient agrees to submit a final reimbursement
request to TJCOG for eligible Project expenses.
b. Financial Reporting and Audit Requirements. In accordance with OMB Circular A-133
(http://www.ecfr.gov/cgi-bin/text-idx?SID=a4f865859e78a1e545ftd4c22b49fc86&node=sp2.1.20O.e&rgn=div6),
"Audits of State, Local Governments and Non-Profit Organizations," current as of April 2,
2015, and N.C.G.S. 159-34, the Recipient shall have its accounts audited as soon as possible
after the close of each fiscal year by an independent auditor. TJCOG reserves the right to
request annual audit reports from the subrecipient.
c. Audit Costs. Unless prohibited by law, the costs of audits made in accordance with the
provisions of OMB Circular A-133 are allowable charges to State awards.The charges maybe
considered a direct cost or an allocated indirect cost, as determined in accordance with cost
principles outlined in OMB Circular A-87 "Cost Principles for State, Local, and Indian Tribal
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Governments." The cost of any audit not conducted in accordance with OMB Circular A-133
and N.C.G.S. 159-34 is unallowable and shall not be charged to State grants.
d. Funds Owed to TJCOG.The Recipient agrees to remit to TJCOG any excess payments made to
the Recipient, any costs disallowed by TJCOG, and any amounts recovered by the Recipient
from third parties or from other sources, as well as any penalties and any interest required
by Subsection 4d of this Agreement.
e. Project Closeout. Project closeout occurs when TJCOG issues the final project payment or
acknowledges that the Recipient has remitted the proper refund. The Recipient agrees that
Project closeout by TJCOG does not invalidate any continuing requirements imposed by this
Agreement.
Section 8. Civil Rights. The Recipient agrees to comply with all applicable civil rights laws and
implementing regulations including,but not limited to,the following:
a. Nondiscrimination in Public Transportation Programs. The Recipient agrees to comply, and
assures the compliance of each third party contractor at any tier and each subrecipient at any
tier of the Project,with the provisions of 49 U.S.C. § 5332,which prohibit discrimination on
the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in
employment or business opportunity.
b. Nondiscrimination - Title VI of the Civil Rights Act. The Recipient agrees to comply, and
assures the compliance of each third party contractor at any tier and each subrecipient at any
tier of the Project, with all provisions prohibiting discrimination on the basis of race, color,
or national origin of Title VI of the Civil Rights Act of 1964,as amended,42 U.S.C.§§2000d et
seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of
the Department of Transportation- Effectuation of Title VI of the Civil Rights Act," 49 C.F.R.
Part 21.
c. Equal Employment Opportunity.The Recipient agrees to comply,and assures the compliance
of each third party contractor at any tier of the Project and each subrecipient at any tier of
the Project,with all equal employment opportunity(EEO)provisions of 49 U.S.C.§5332,with
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and implementing
Federal regulations and any subsequent amendments thereto. The Recipient agrees that it
will not discriminate against any employee or applicant for employment because of race,
color, creed, sex, disability, age, or national origin. The Recipient agrees to take affirmative
action to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, sex, disability,age,or national origin.
Such action shall include,but not be limited to,employment,upgrading,demotion or transfer,
recruitment or recruitment advertising,layoff or termination; rates of pay or other forms of
compensation; and selection for training,including apprenticeship.
d. Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. §
5301(d), which states the Federal policy that elderly individuals and individuals with
disabilities have the same right as other individuals to use public transportation services and
facilities,and that special efforts shall be made in planning and designing those services and
facilities to implement transportation accessibility rights for elderly individuals and
individuals with disabilities. The Recipient also agrees to comply with all applicable
provisions of Section 504 of the Rehabilitation Act of 1973,as amended,with 29 U.S.C.§794,
which prohibits discrimination on the basis of disability;with the Americans with Disabilities
Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible
facilities and services be made available to individuals with disabilities; and with the
Architectural Barriers Act of 1968,as amended,42 U.S.C.§§4151 et seq.,which requires that
buildings and public accommodations be accessible to individuals with disabilities. In
addition, the Recipient agrees to comply with applicable Federal regulations and directives
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and any subsequent amendments thereto as follows: (1) U.S. DOT regulations,
"Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; (2) U.S.
DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; (3) Joint U.S.
Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT
regulations, "Americans With Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38; (4) U.S. DOJ regulations,
"Nondiscrimination on the Basis of Disability in State and Local Government Services," 28
C.F.R.Part 35; (5)U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability by Public
Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; (6) U.S. General Services
Administration(U.S.GSA)regulations,"Accommodations for the Physically Handicapped,"41
C.F.R. Subpart 101-19; (7) U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29
C.F.R. Part 1630; (8) U.S. Federal Communications Commission regulations,
"Telecommunications Relay Services and Related Customer Premises Equipment for the
Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and (9) U.S.ATBCB regulations,
"Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; (10)
FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609;
and (11) Federal civil rights and nondiscrimination directives implementing the foregoing
regulations.
e. Drug or Alcohol Abuse-Confidentiality and Other Civil Rights Protections. To the extent
applicable, the Recipient agrees to comply with the confidentiality and other civil rights
protections of the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. §§
1174 et seq.,with the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment
and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4581 et seq., and with the Public
Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd-3 and 290ee-3, and any
subsequent amendments to these acts.
f. Access to Services for Persons with Limited English Proficiency.To the extent applicable,the
Recipient agrees to comply with the policies of Executive Order No.13166,"Improving Access
to Services for Persons with Limited English Proficiency,"42 U.S.C.§2000d-1 note,and with
the provisions of U.S.DOT Notice,"DOT Guidance to Recipients on Special Language Services
to Limited English Proficient(LEP)Beneficiaries,"66 Fed.Reg.6733 et seq.,January 22,2001.
g. Environmental Justice. The Recipient agrees to comply with the policies of Executive Order
No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and
Low-Income Populations,"42 U.S.C.§4321 note.
h. Other Nondiscrimination Laws.The Recipient agrees to comply with all applicable provisions
of other Federal laws,regulations,and directives pertaining to and prohibiting discrimination
that are applicable.
Section 9. Planning and Private Enterprise.
a. General.To the extent applicable,the Recipient agrees to implement the Project in a manner
consistent with the plans developed in compliance with the Federal planning and private
enterprise provisions of the following: (1) 49 U.S.C.§§5303, 5304,5306,and 5323(a)(1); (2)
the joint Federal Highway Administration (FHWA)/FTA document, "Interim Guidance for
Implementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for
Joint FHWA/FTA Authorities," dated September 2, 2005, and subsequent Federal directives
implementing SAFETEA-LU; (3) joint FHWA/FTA regulations, "Planning Assistance and
Standards," 23 C.F.R. Part 450 and 49 C.F.R. Part 613 to the extent that those regulations are
consistent with the SAFETEA-LU amendments to public transportation planning and private
enterprise laws,and subsequent amendments to those regulations that may be promulgated;
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and () FTA regulations, "Major Capital Investment Projects," 49 C.F.R. Part 611,to the extent
that those regulations are consistent with the SAFETEA-LU amendments to the public
transportation planning and private enterprise laws, and any subsequent amendments to
those regulations that may be subsequently promulgated. In addition, other regulations and
restrictions pertaining specifically to Transportation Demand Management activities may
apply,and TJCOG reserves the right to amend the contract with these regulations as they are
brought to our attention.
b. Governmental and Private Nonprofit Providers of Nonemergency Transportation.In addition
to providing opportunities to participate in planning as described in Subsection 9a of this
Agreement, to the extent feasible the Recipient agrees to comply with the provisions of 49
U.S.C. § 5323(k), which afford governmental agencies and nonprofit organizations that
receive Federal assistance for nonemergency transportation from Federal Government
sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and
planning of transportation services.
Section 10. Preference for United States Products and Services.
To the extent applicable,the Recipient agrees to comply with U.S.domestic preference requirements.
Section 11. Procurement.
To the extent applicable,the Recipient agrees to comply with the following third party procurement
provisions:
a. Federal and State Standards. The Recipient agrees to comply with the third party
procurement requirements of 49 U.S.C.chapter 53 and other applicable Federal laws in effect
now or as subsequently enacted; with U.S. DOT third party procurement regulations of 49
C.F.R. §§ 18.36 and other applicable Federal regulations pertaining to third party
procurements and subsequent amendments thereto, to the extent those regulations are
consistent with SAFETEA-LU provisions; and Article 8 of Chapter 143 of the North Carolina
General Statutes. The Recipient also agrees to comply with the provisions of FTA Circular
4220.1E, "Third Party Contracting Requirements," to the extent those provisions are
consistent with SAFETEA-LU provisions and with any subsequent amendments thereto.
Although the FTA "Best Practices Procurement Manual" provides additional procurement
guidance, the Recipient understands that the FTA "Best Practices Procurement Manual" is
focused on third party procurement processes and may omit certain Federal requirements
applicable to the third party contract work to be performed. The Recipient shall establish
written procurement procedures that comply with the required Federal and State standards.
b. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements
imposed by Federal laws or regulations, the Recipient agrees to comply with the
requirements of 49 U.S.C.§5325(h)by not using any assistance awarded by TJCOG to support
a procurement using exclusionary or discriminatory specifications.
c. Geographic Restrictions.The Recipient agrees that it will not use any State or local geographic
preference.
d. Department Pre-award Approval.The Recipient agrees to submit procurement documents to
TJCOG and the TDM Oversight Committee for its review and approval prior to award of a
contract/subcontract under this Agreement for any of the following: (1) Any "brand name"
product or sole source purchase equal to or greater than $2,500; (2) Any
contract/subcontract to other than apparent lowest bidder equal to or greater than $2,500;
(3) Any procurement equal to or greater than $90,000; (4) Any contract modification that
would change the scope of a contract or increase the contract amount up to or over the formal
(sealed) bid threshold of$90,000.
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e. Project Approval/Third Party Contract Approval. The Recipient agrees that TJCOG's award
assistance for the Project does not, by itself, constitute pre-approval of any noncompetitive
third party contract associated with the Project.
f. Preference for Recycled Products. To the extent applicable, the Recipient agrees to comply
with U.S. EPA regulations,"Comprehensive Procurement Guidelines for Products Containing
Recovered Materials," 40 C.F.R. Part 247, which implements Section 6002 of the Resource
Conservation and Recovery Act, as amended,42 U.S.C. § 6962, and with subsequent Federal
regulations that may be promulgated. Accordingly, the Recipient agrees to provide a
competitive preference for products and services that conserve natural resources,protect the
environment,and are energy efficient.
g. Clean Air and Clean Water. The Recipient agrees to report the use of facilities placed on or
likely to be placed on the U.S. Environmental Protection Agency(U.S. EPA) "List of Violating
Facilities," to not use any violating facilities, to report violations to TJCOG and the Regional
U.S. EPA Office,and to comply with the inspection and other applicable requirements of: (1)
Section 306 of the Clean Air Act,as amended,42 U.S.C.§7414,and other applicable provisions
of the Clean Air Act,as amended,42 U.S.C.§§7401 through 7671q;and(2) Section 508 of the
Clean Water Act,as amended,33 U.S.C.§1368,and other applicable requirements of the Clean
Water Act,as amended,33 U.S.C.§§ 1251 through 1377.
h. National Intelligent Transportation Systems Architecture and Standards. To the extent
applicable, the Recipient agrees to conform to the National Intelligent Transportation
Systems (ITS)Architecture and Standards as required by SAFETEA-LU§ 5307(c), 23 U.S.C. §
512 note, and comply with FTA Notice, "FTA National ITS Architecture Policy on Transit
Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and any subsequent further
implementing directives.
i. Competitive Proposal/Request for Proposal (RFP). The competitive proposal/ request for
proposal (RFP) method of procurement is normally conducted with more than one source
submitting an offer,i.e.,proposal. Either a fixed price or cost reimbursement type contract is
awarded.This method of procurement is generally used when conditions are not appropriate
for the use of sealed bids.The Recipient acknowledges that certain restrictions apply under
North Carolina law for use of the RFP method and these restrictions and exceptions are
discussed below. (1) The Recipient agrees that the RFP Method may not be used in lieu of an
invitation for bids (I1713) for: (a) Construction/repair work; or (b) Purchase of apparatus,
supplies, materials or equipment. See Subsection 11j(2), this Agreement, regarding
information technology goods as services. (2) The Recipient agrees that the RFP method of
solicitation may be used (in addition to or instead of any other procedure available under
North Carolina law) for the procurement of information technology goods and services [as
defined in N.C.G.S. 147-33.81(2)]. This applies to electronic data processing goods and
services, telecommunications goods and services, security goods and services,
microprocessors,software,information processing,office systems,any services related to the
foregoing,and consulting or other services for design or redesign of information technology
supporting business processes. The Recipient will comply with the following minimum
requirements [N.C.G.S. 143-129.8]: (a) Notice of the request for proposals shall be given in
accordance with N.C.G.S. 143-129(b). (b) Contracts shall be awarded to the person or entity
that submits the best overall proposal as determined by the awarding authority. Factors to
be considered in awarding contracts shall be identified in the request for proposals. (c) The
Recipient may use procurement methods set forth in N.C.G.S. 143-135.9 in developing and
evaluating requests for proposals. (d) The Recipient may negotiate with any proposer in
order to obtain a final contract that best meets the needs of the Recipient. (e) Any
negotiations shall not alter the contract beyond the scope of the original request for proposals
in a manner that deprives the proposers or potential proposers of a fair opportunity to
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compete for the contract;and would have resulted in the award of the contract to a different
person or entity if the alterations had been included in the request for proposals.(f)Proposals
submitted shall not be subject to public inspection until a contract is awarded. (3) The
Recipient agrees that the RFP method, in accordance with FTA Circular 4220.1E, under the
guidelines of FTA"Best Practices Procurement Manual," should be used for procurements of
professional services, such as consultants for planning activities and for transit system
operations/management. The Recipient acknowledges that certain restrictions apply under
North Carolina law for use of the RFP method and these restrictions and exceptions are
discussed in Subsections 11j(1) and 11j(2) of this Agreement. (4) When the RFP method is
used for procurement of professional services,the Recipient agrees to abide by the following
minimum requirements: (a) Normally conducted with more than one source submitting an
offer (proposal); (b) Either fixed price or cost reimbursement type contract will be used; (c)
Generally used when conditions are not appropriate for use of sealed bids; (d) Requests for
proposals will be publicized; (e) All evaluation factors will be identified along with their
relative importance; (f) Proposals will be solicited from an adequate number (3 is
recommended) of qualified sources; (g) A standard method must be in place for conducting
technical evaluations of the proposals received and for selecting awardees; (h) Awards will
be made to the responsible firm whose proposal is most advantageous to the Recipient's
program with price and other factors considered; and (i) In determining which proposal is
most advantageous, the Recipient may award to the proposer whose proposal offers the
greatest business value (best value) to the agency. "Best value"is based on determination of
which proposal offers the best tradeoff between price and performance, where quality is
considered an integral performance factor.
j. Award to Other than the Lowest Bidder. In accordance with State statutes, a third party
contract may be awarded to other than the lowest bidder,if the award furthers an objective
(such as improved long-term operating efficiency and lower long-term costs).When specified
in bidding documents,factors such as discounts,transportation costs,and life cycle costs will
be considered in determining which bid is lowest.Prior to the award of any contract equal to
or greater than $2,500 to other than apparent lowest bidder, the Recipient shall submit its
recommendation along with basis/reason for selection to the Department for pre-award
approval.
k. Award to Responsible Recipients. The Recipient agrees to award third party contracts only
to responsible contractors who possess potential ability to successfully perform under the
terms and conditions of the proposed procurement. Consideration will be given to such
matters as contractor integrity, compliance with public policy, record of past performance,
and financial and technical resources. Contracts will not be awarded to parties that are
debarred, suspended, or otherwise excluded from or ineligible for participation in Federal
assistance programs or activities in accordance with the Federal debarment and suspension
rule, 49 C.F.R. 29 (see www.sam.gov and
https://www.federalregister.gov/articles/2006/10/25/06-8657/debarment-and-
suspension-nonprocurement-requirements for listings). For procurements over $25,000,
the Recipient shall comply, and assure the compliance of each third party contractor and
subrecipient at any tier,with the debarment and suspension rule. FTA and the Department
recommend that grantees use a certification form for projects over$25,000,which are funded
with Federal and/or State funds. A sample certification form can be obtained from the
Department.
1. Procurement Notification Requirements. With respect to any procurement for goods and
services (including construction services) having an aggregate value of$500,000 or more (in
Federal funds),the Recipient agrees to: (1)Specify the amount of Federal and State funds that
will be used to finance the acquisition in any announcement of the contract award for such
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goods or services; and (2) Express the said amount as a percentage of the total costs of the
planned acquisition.
m. Contract Administration System. The Recipient shall maintain a contract administration
system that ensures that contractors/subcontractors perform in accordance with the terms,
conditions,and specifications of their contracts or purchase orders.
n. Access to Third Party Contract Records.The Recipient agrees,and agrees to require its third
party contractors and third party subcontractors,at as many tiers of the Project as required,
to provide to TJCOG access to all third party contract records to the extent required by 49
U.S.C.§5325(g),and retain such documents for at least five(5)years after project completion.
Section 12. Leases.
a. Capital Leases.To the extent applicable,the Recipient agrees to comply with FTA regulations,
"Capital Leases,"49 C.F.R.Part 639,and any revision thereto.
b. Leases Involving Certificates of Participation.The Recipient agrees to obtain the concurrence
of the TDM Oversight Committee before entering into any leasing arrangement involving the
issuance of certificates of participation in connection with the acquisition of any capital asset.
Section 13. Hold Harmless.
Except as prohibited or otherwise limited by State law,upon request by TJCOG,the Recipient agrees
to indemnify,save,and hold harmless TJCOG and its officers,agents,and employees acting within the
scope of their official duties against any liability, including costs and expenses, resulting from any
willful or intentional violation by the Recipient of proprietary rights, copyrights, or right of privacy,
arising out of the publication, translation, reproduction, delivery, use, or disposition of any data
furnished under the Project. The Recipient shall not be required to indemnify TJCOG for any such
liability caused by the wrongful acts of TJCOG employees or agents.
Section 14.Use of Real Property, Equipment,and Supplies.
The Recipient understands and agrees that the State Government retains a State interest in any real
property,equipment,and supplies financed with State assistance (Project property)until,and to the
extent,that the State Government relinquishes its State interest in that Project property.With respect
to any Project property financed with State assistance under this Agreement,the Recipient agrees to
comply with the following provisions of this Agreement:
a. Use of Project Property.The Recipient agrees to use Project property for appropriate Project
purposes (which may include joint development purposes that generate program income,
both during and after the award period and used to support public transportation activities)
for the duration of the useful life of that property,as required by TJCOG.Should the Recipient
unreasonably delay or fail to use Project property during the useful life of that property,the
Recipient agrees that it may be required to return the entire amount of the State assistance
expended on that property. The Recipient further agrees to notify TJCOG immediately when
any Project property is withdrawn from Project use or when any Project property is used in
a manner substantially different from the representations the Recipient has made in its
Application or in the Project Description for this Agreement for the Project.
b. General. The Recipient agrees to comply with the property management standards of 49
C.F.R.§§ 18.31 through 18.33,including any amendments thereto,and with other applicable
Federal and State regulations and directives.Any exception to the requirements of 49 C.F.R.
§§ 18.31 through 18.33 requires the express approval of TJCOG in writing.
c. Records. The Recipient agrees to keep satisfactory records pertaining to the use of Project
property,and submit to TJCOG upon request such information as may be required to assure
compliance with this Section 14 of this Agreement.
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d. Encumbrance of Project Property. The Recipient agrees to maintain satisfactory continuing
control of Project property as follows: (1) Written Transactions.The Recipient agrees that it
will not execute any transfer of title,lease,lien,pledge,mortgage, encumbrance,third party
contract, subagreement,grant anticipation note, alienation,innovative finance arrangement
(such as a cross border lease, leveraged lease, or otherwise), or any other obligation
pertaining to Project property, that in any way would affect the continuing State interest in
that Project property. (2) Oral Transactions. The Recipient agrees that it will not obligate
itself in any manner to any third party with respect to Project property. (3) Other Actions.
The Recipient agrees that it will not take any action adversely affecting the State interest in
or impair the Recipient's continuing control of the use of Project property.
e. Insurance Proceeds. If the Recipient receives insurance proceeds as a result of damage or
destruction to the Project property, the Recipient agrees to: (1) Apply those insurance
proceeds to the cost of replacing the damaged or destroyed Project property taken out of
service,or(2) Return to TJCOG an amount equal to the remaining interest in the damaged or
destroyed Project property.
f. Misused or Damaged Project Property. If any damage to Project property results from abuse
or misuse occurring with the Recipient's knowledge and consent, the Recipient agrees to
restore the Project property to its original condition or refund the value of the State interest
in that property,as TJCOG may require.
g. Responsibilities after Project Closeout. The Recipient agrees that Project closeout by TJCOG
will not change the Recipient's Project property management responsibilities as stated in
Section 14 of this Agreement, and as may be set forth in subsequent Federal and State laws,
regulations,and directives.
Section 15. Insurance.
The Recipient shall be responsible for protecting the State financial interests in all items purchased
under this Agreement throughout the useful life of the Project property.
Section 16. Employee Protections.
a. Activities Not Involving Construction. The Recipient agrees to comply, and assures the
compliance of each third party contractor, with the employee protection requirements for
non construction employees of the Contract Work Hours and Safety Standards Act, as
amended, 40 U.S.C. §§ 3701 et seq.,in particular the wage and hour requirements of Section
102 of that Act at 40 U.S.C.§3702,and with U.S.DOL regulations,"Labor Standards Provisions
Applicable to Contracts Governing Federally Financed and Assisted Construction(also Labor
Standards Provisions Applicable to Non construction Contracts Subject to the Contract Work
Hours and Safety Standards Act)," 29 C.F.R.Part S.
b. Activities Involving Commerce. The Recipient agrees that the provisions of the Fair Labor
Standards Act,29 U.S.C.§§201 et seq.,apply to employees performing Project work involving
commerce.
Section 17. Reserved.
Section 18. Energy Conservation.
To the extent applicable,the Recipient agrees to comply with the North Carolina Energy Policy Act of
1975 (N.C.G.S. 11313)issued in accordance with the Energy Policy and Conservation Act,as amended,
42 U.S.C.§§ 6321 et seq.
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Section 19. Charter Service Operations.
FTA defines charter service under(49 CFR Part 604.3 (c-h) as Transportation provided by a recipient
at the request of a third party for the exclusive use of a bus or van for a negotiated price. Charter service
does not include any form of demand-response transportation. The Recipient acknowledges that
Federal and State rules and regulations prohibit the provision of charter service using FTA funded
equipment and facilities if a registered private charter operator expresses interest in providing the
service. Beginning July 30, 2008, all grantees providing charter service under the exceptions shall
post the required records on the FTA charter website quarterly using TEAM within 30 days of the
end of each calendar quarter. NCDOT requires that any sub-recipient wishing to provide charter
service must comply with the procedures in the Final Rule on Charter Service. NCDOT must be
notified via email or postal service that a request for charter service exception is being submitted to
FTA, including all supporting documentation. The Recipient agrees that neither it nor any public
transportation operator performing work in connection with a Project financed under 49 U.S. C.
chapter 53 will engage in charter service operations, except as authorized by 49 U.S. C. 53 5323 (d)
and FTA regulations, "Charter Service, "49 C.F. R. Part 604, and any subsequent Charter Service
regulations or FTA directives that may be issued,except to the extent that FTA determines otherwise
in writing.Any charter service agreement required by FTA regulations is incorporated by reference
and made part of this Agreement for the Project. The Recipient understands and agrees that in
addition to any remedy specified in the charter agreement,if a pattern of violations of that agreement
is found, the violator will be barred from receiving Federal transit assistance in an amount to be
determined by FTA or U.S. DOT.
Section 20. School Transportation Operations.
The Recipient agrees that neither it nor any public transportation operator performing work in
connection with a Project financed with Federal or State funds will engage in school transportation
operations for the transportation of students or school personnel exclusively in competition with
private school transportation operators, except as authorized by 49 U.S.C. §§ 5323(f) or (g), as
applicable, and FTA regulations, "School Bus Operations," 49 C.F.R. Part 605, and any subsequent
School Transportation Operations regulations or FTA directives that may be issued. Any school
transportation operations agreement required by FTA regulations is incorporated by reference and
made part of this Agreement for the Project. The Recipient understands and agrees that if it or an
operator violates that school transportation operations agreement the violator will be barred from
receiving Federal or State transit assistance in an amount to be determined by the Department.
Section 21. Metric System.
As practicable and feasible, the Recipient agrees to accept products and services with dimensions
expressed in the metric system of measurement.
Section 22. Substance Abuse.
To the extent applicable,the Recipient agrees to comply with the following Federal substance abuse
regulations:
a. Drug-Free Workplace. U.S. DOT regulations, "Government wide Requirements for Drug-Free
Workplace(Financial Assistance),49 C.F.R.Part 32,that implement the Drug-Free Workplace
Act of 1988,41 U.S.C. §§ 701 et seq.
b. Alcohol Misuse and Prohibited Drug Use. FTA regulations,"Prevention of Alcohol Misuse and
Prohibited Drug Use in Transit Operations," 49 C.F.R. Part 655, that implement 49 U.S.C. §
5331.
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Section 23. Seat Belt Use.
In accordance with Executive Order No. 13043, "Increasing Seat Belt Use in the United States,"April
16, 1997, 23 U. S. C. § 402 note, the Recipient is encouraged to adopt and promote on-the-job seat
belt use policies and programs for its employees and other personnel that operate company-owned,
rented, or personally operated vehicles, and to include this provision in any third party contracts,
third party subcontracts,or subagreements involving the Project.
Section 24. Protection of Sensitive Security Information.
To the extent applicable,the Recipient agrees to comply with 49 U.S.C.§40119(b) and implementing
U.S. DOT regulations, "Protection of Sensitive Security Information," 49 C.F.R. Part 15, and with 49
U.S.C. § 114(s) and implementing U.S. Department of Homeland Security, Transportation Security
Administration regulations,"Protection of Sensitive Security Information," 49 C.F.R. Part 1520.
Section 25. Disputes, Breaches,Defaults, or Other Litigation.
The Recipient agrees that TJCOG has a vested interest in the settlement of any dispute, breach,
default, or litigation involving the Project.Accordingly:
a. Notification to TJCOG. The Recipient agrees to notify TJCOG in writing of any current or
prospective major dispute, breach, default, or litigation that may affect the State
Government's interests in the Project or the State Government's administration or
enforcement of Federal/State laws or regulations. If the Recipient seeks to name the State
Government as a party to litigation for any reason, in any forum, the Recipient agrees to
inform TJCOG in writing before doing so.
b. TJCOG Interest in Recovery. TJCOG retains the right to a proportionate share of proceeds
derived from any third-party recovery, except that the Recipient may return any liquidated
damages recovered to its Project Account in lieu of returning the share to TJCOG.
c. Enforcement.The Recipient agrees to pursue all legal rights provided within any third-party
contract.
d. TJCOG Concurrence. TJCOG reserves the right to concur in any compromise or settlement of
any claim involving the Project and the Recipient.
e. Alternative Dispute Resolution. TJCOG encourages the Recipient to use alternative dispute
resolution procedures,as may be appropriate.
Section 26.Amendments/Revisions to the Project.
The Recipient agrees that a change in Project circumstances causing an inconsistency with the terms
of this Agreement for the Project will require an amendment or revision to this Agreement for the
Project signed by the original signatories or their authorized designees or successors.The Recipient
agrees that a change in the fundamental information submitted in its Application will also require an
Amendment to its Application or this Agreement for the Project. The Recipient agrees that the
project will not incur any costs associated with the amendment or revision before receiving
notification of approval from TJCOG.The Recipient agrees that any requests for amendments
and or revisions will be submitted in accordance with the policies and procedures established
by TJCOG.
Section 27. Information Obtained Through Internet Links.
This Agreement may include electronic links/Web site addresses to Federal/State laws,regulations,
and directives as well as other information. The Department does not guarantee the accuracy of
information accessed through such links.Accordingly,the Recipient agrees that information obtained
through any electronic link within this Agreement does not represent an official version of a
Federal/State law, regulation, or directive, and might be inaccurate. Thus, information obtained
through such links is neither incorporated by reference nor made part of this Agreement.The Federal
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Register and the Code of Federal Regulations are the official sources for regulatory information
pertaining to the Federal Government.
Section 28. Severability.
If any provision of this Agreement for the Project is determined invalid, the remainder of that
Agreement shall not be affected if that remainder would continue to conform to the requirements of
applicable Federal/State laws or regulations.
Section 29.Termination of Agreement.
a. TJCOG. In the event of the Recipient's noncompliance with any of the provisions of this
Agreement, TJCOG may suspend or terminate the Agreement by giving the Recipient thirty
(30)days advance notice.Any failure to make reasonable progress on the Project or violation
of this Agreement for the Project that endangers substantial performance of the Project shall
provide sufficient grounds for TJCOG to terminate the Agreement for the Project. In general,
termination of State assistance for the Project will not invalidate obligations properly
incurred by the Recipient before the termination date to the extent those obligations cannot
be canceled. If,however,the department determines that the Recipient has willfully misused
State assistance by failing to make adequate progress, failing to make reasonable and
appropriate use of Project property,or failing to comply with the terms of this Agreement for
the Project,TJCOG reserves the right to require the Recipient to refund the entire amount of
State assistance provided for the Project or any lesser amount as TJCOG may determine.
Expiration of any Project time period established for the Project does not,by itself,constitute
an expiration or termination of the Agreement for the Project.The Department,before issuing
notice of Agreement termination, shall allow the Recipient a reasonable opportunity to
correct for noncompliance.Upon noncompliance with the nondiscrimination section(Section
8) of this Agreement or with any of the said rules,regulations or orders,this Agreement may
be cancelled,terminated,or suspended in whole or in part and the Recipient may be declared
ineligible for contracts in accordance with procedures authorized in Executive Orders No.
11246 and No. 11375, and such other sanctions may be imposed and remedies invoked as
provided in the said Executive Order or by rule,regulation or order of the Secretary of Labor,
or as otherwise provided by law.
b. The Recipient. The Recipient may terminate its participation in the Project by notifying and
receiving the concurrence of TJCOG thirty(30) days in advance of the termination.
Section 30. Contract Administrators.
All notices permitted or required to be given by one Party to the other and all questions about this
Agreement from one Party to the other shall be addressed and delivered to the other Party's Contract
Administrator. The name, postal address, street address, telephone number, fax number, and email
address of the Parties'respective initial Contract Administrators are set out below. Either Party may
change the name,postal address,street address,telephone number,fax number,or email address of
its Contract Administrator by giving timely written notice to the other Party.
Section 31. Federal Certification Regarding Lobbying.
The Recipient certifies, by signing this Agreement, its compliance with Subsection 3d of this
Agreement.
Section 32. Federal Certification Regarding Debarment.
The Recipient certifies, by signing this Agreement, its compliance with Subsection 3b of this
Agreement.
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Section 33. Federal Certification Regarding Alcohol Misuse and Prohibited Drug Use.
As required by FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit
Operations," at 49 CFR part 655, subpart I,the Recipient certifies,by signing this Agreement, that it
has established and implemented an alcohol misuse and anti-drug program, and has complied with
or will comply with all applicable requirements of FTA regulations, "Prevention of Alcohol Misuse
and Prohibited Drug Use in Transit Operations,"49 CFR part 655,and Section 22 of this Agreement.
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IN WITNESS WHEREOF,this Agreement has been executed by TJCOG,an agency of the State of North
Carolina,and the Recipient by and through a duly authorized representative,and is effective the date
and year first above written.
RECIPIENT'S LEGAL NAME: orange County
RECIPIENT'S FEDERAL TAX ID NUMBER: 56-6000327
RECIPIENT'S FISCAL YEAR END: 06/30/2021
DocuSigned by:
SIGNATURE:
722ESDDOAB25490...
PRINTED NAME: Theo Getman
TITLE: Transit
Director
(SEAL)
DocuSigned by:
ATTEST:
E-,.'^
D4407CE18A934BA...
PRINTED NAME: Laura 3ensen
TITLE: clerk of the
Board
Triangle J Council of Governments
SIGNATURE:
PRINTED NAME: Lee Worsley
TITLE: Executive Director
ATTEST:
PRINTED NAME: Judy Weller
TITLE: Finance Director
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