HomeMy WebLinkAboutAgenda - 11-01-2022; 6-b - Durham & Orange Transit Plan Governance Study – Interlocal Agreement Between Orange County, DCHCMPO, and Research Triangle Regional Public Transportation Authority 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: November 1, 2022
Action Agenda
Item No. 6-b
SUBJECT: Durham & Orange Transit Plan Governance Study — Interlocal Agreement
Between Orange County, Durham-Chapel Hill-Carrboro Metropolitan Planning
Organization, and Research Triangle Regional Public Transportation Authority
DEPARTMENT: Manager's Office, Planning & Inspections
ATTACHMENT(S): INFORMATION CONTACT:
1. Consultant's Memo of Transmittal Travis Myren, Deputy County Manager
2. Draft Interlocal Agreement 919-245-2308
Tom Altieri, Comprehensive Planning
Supervisor, 919-245-2579
PURPOSE: To consider adoption of the Orange County Transit Plan Interlocal Agreement (ILA).
BACKGROUND: In the early 2010's, Orange County approved a county-wide transit plan, which
included a joint recommendation for the development of the Durham-Orange Light Rail Transit
(DO LRT) project. In 2013, an interlocal agreement (ILA) was developed and approved by the
Orange County Board of County Commissioners (BOCC), the Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization (DCHC MPO) Board and the GoTriangle Board of Trustees.
Upon the discontinuation of the DO LRT project, it was realized that a new governance framework
(aka ILA) was necessary to guide the implementation of future County transit plans.
Project goals include:
• Creation of a clear, operationally efficient governance structure that ensures that Orange
County priorities are funded and implemented with the County transit taxes and fees.
• Formation of new levels of accountability, which includes development of an equitable set
of processes, seeking to gain further community trust.
In the fall of 2021, the study team invited the BOCC, as well as others serving on other transit
plan governing boards (GoTriangle & DCHC MPO) and staff, to participate in initial small-group
interviews. From those interviews, the team learned about overall needs, and the study process
continued to allow for a facilitated workshop with elected officials from each of the transit plan
governing boards (GoTriangle & DCHC MPO). These needs were defined through five overall
elements to be incorporated into a new governance framework: Representative, Equitable,
Collaborative, Transparent, and Accessible.
From these five elements, the elected officials further helped to weigh-in on how much change
was necessary to primary elements of the existing framework. This feedback provided leadership
and guidance to develop draft alternatives for consideration in a new governance framework.
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Staff from all three parties to the existing governance framework attended joint workshops in
March and April 2022. These workshops focused on critical elements that informed the foundation
of what a new ILA could offer to all parties. Discussion focused on multiple alternatives of critical
elements that comprise the following four areas: Membership, Voting Structures, Financial
Planning, and Program & Plan Development. Outcomes of this workshop indicated:
1. Formalizing greater involvement from multiple jurisdictions and entities at the Staff Working
Group (SWG) level and associated representative voting structures (the SWG is the
technical recommending body for plan implementation elements).
2. Clearly defining roles & responsibilities for each signatory to the updated interlocal
agreement.
3. Solidifying the County's role in annual work program/budget development with the tax
district administrator.
4. Defining terminology and language consistently to ensure clarity and transparency for all
parties who will use this updated governance framework for plan implementation in the
future.
5. While referencing State Statutes, the updated ILA and supporting documentation will
further define equity as it relates to utilization of tax revenues throughout the county, as
well as accounting for regional transit needs.
In parallel with the Interlocal Agreement development, discussions with all three parties to the
agreement discussed critical elements that would require further definition or supportive guidance
through supplemental policies & procedures and not be specifically codified in the ILA. These
items include updated SWG Bylaws and Financial Policies, as well as incorporating plan
implementation administration/management elements throughout. Throughout the summer of
2022, several multi-agency staff meetings were held to work through some of the finer details of
the ILA. The result is a final Transit Governance Interlocal Agreement that reflects the study
process goals and the five critical elements identified above.
Following is a summary of key study outcomes that are encapsulated within the draft ILA:
1. Greater municipal involvement in Transit Plan/Annual Work Program
development/implementation and representation on the SWG.
2. BOCC now a governing body, with authority to approve Annual Work Program/Transit Plan.
3. Parties endeavor to streamline project agreements.
4. BOCC and additional ILA parties will receive progress and financial report updates on a
cyclical basis.
5. Greater clarity on funding sources and application for Work Program/Transit Plan
development/implementation.
All three aforementioned parties are to adopt the ILA, beginning with Orange County. Attachment
1 includes a Memo of Transmittal from the County's consultant. The staff team is continuing its
work on some of the finer details of the draft supporting policies and procedures and the County
staff will return to the BOCC, at a subsequent meeting, in the coming months, for consideration
of these items.
Adoption Process and Next Steps:
Orange County:
• BOCC adoption consideration (11/1/22)
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DCHC MPO:
• Technical Committee recommendation (11/16/22)
• Board adoption consideration (12/14/22)
GoTriangle:
• Board adoption consideration (TBD)
FINANCIAL IMPACT: This study has been conducted in a partnership with Durham County.
Orange County is contributing $52,833.84. This money is being reimbursed from the Article 43
Transit tax revenues.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice goals are applicable to
this item:
• GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND
INEQUITY
The fair treatment and meaningful involvement of all people regardless of race or color;
religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic
background; age; military service; disability; and familial, residential or economic status.
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal
impact is applicable to this item:
• CLEAN OR AVOIDED TRANSPORTATION
Implement programs that monitor and improve local and regional air quality by: 1)
promoting public transportation options; 2) decreasing dependence on single-occupancy
vehicles, and 3) otherwise minimizing the need for travel.
RECOMMENDATION(S): The Manager recommends the Board:
1. Receive the proposed Interlocal Agreement as detailed above and in the attachments;
2. Deliberate as desired; and
3. Consider adoption of the Interlocal Agreement (Attachment 2) and, if adopted, authorize
the Chair to sign the last page of the Agreement.
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Attachment 1
Durham-Orange Transit Governance Study
Orange County BOCC ILA Memo of Transmittal—November 1,2022
Coordination across multiple agencies,jurisdictions, and stakeholders to achieve a specific goal requires clear
direction and guidance. In 2021,through a partnership between Orange and Durham Counties, a need was
identified for new Interlocal Agreements and supporting policies& procedures to be developed that reflected
the priorities of updated transit plans. These sets of documents are to consider new or refined roles and
responsibilities among the partners through a joint process.The primary partners include the County, DCHC
MPO and GoTriangle.This study kicked off in August 2021 and aligns with each County's transit plan update
schedule for adoption of a new ILA and subsequent approval of supporting policies and procedures.
Project Goals
Goals were identified early on through a joint conversation between County representatives. Travis Myren &
Tom Altieri participate for Orange County; Ellen Beckmann participates for Durham County. Critical aspects for
this study to accomplish were identified to be:
• To create a clear, operationally efficient governance structure that ensures that Durham and Orange
Counties' priorities are funded and implemented with the County transit taxes and fees.
• To form new levels of accountability, that includes development of an equitable set of processes
which seek to gain community trust.
To achieve the identified needs and goals,the Counties, DCHC MPO and GoTriangle selected Atkins to conduct
this study. Atkins also partnered with Fountainworks during the first 10 months of the study to help facilitate
joint stakeholder dialogues.
State Enabling Legislation
There are key State Statutes that inform the purposes of this governance study:
• N.C.G.S Chapter 160A defines how a government body exists.A portion of this chapter(Article 26—
'Regional Public Transportation Authority Act') defines how such a body functions to support public
transportation services.
• N.C.G.S Chapter 105 defines how a government body is enabled to raise and provide revenue for
necessary uses and purposes. A portion of this chapter(Article 43—'Local Government Public
Transportation Sales Tax Act') defines how such revenues can be raised for the specific purpose of
public transportation services and associated governance oversight.
• N.C.G.S. Chapter 153A defines enumerated powers and responsibilities for County's, but also defines
the County role with levying revenue sources to support public transportation services (property tax
assessment only).
Study Process
After the study kickoff,the process included two parallel tracks.The first is to review existing governance
structures with respect to transit plan implementation/administration, both within the counties, as well as
peer organizations (i.e., Wake County).The second is to develop a policies and procedures manual, which will
be a set of support documents to guide detailed elements of each county's transit plan implementation
efforts.The process to date has included the following major actions:
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Initial Stakeholder Interviews (Sept-Oct'21)—discussions with nearly 70 individuals from all local jurisdictions
and regional coordinating agencies across Durham & Orange Counties that share an interest in public
transportation investment. Goals of the interviews were to capture needs, wants and desires for how a new
governance framework should serve the local and regional communities within and across the two counties.
Joint Elected Officials Workshop (Nov'21)—Facilitated a half-day forum, which included elected officials from
each County and each local municipality within each County,to build on the Initial Stakeholder Interviews and
begin to quantify desired level of change to be made on major elements that support a governance
framework. A majority of elected officials in attendance indicated that there should be some aspect of change
with almost every element highlighted. Such elements included:
• changing the structure to allow for more collaboration between municipalities within each County
(83%indicated more collaboration was needed),
• defining a significant change in voting representation (both for governing board roles&
responsibilities, as well as staff representation on the technical recommending body,the Staff Working
Group; (100%indicated some level of change from existing framework regarding voting
representation), and
• defining how the annual budget development and decision-making process meet the desired change
for greater representation (67%indicated that some level of change was necessary to better
define/guide the annual budget development and decision-making process).
Wake County Transit Program Peer Interview (Dec'21)—learned from neighboring peer to the east, Wake
County, regarding successes and challenges relative to the governance framework supporting the Wake
County Transit Plan/Program.
Alternatives Development (Jan-Feb'22)—alternative concepts for consideration in a new governance
framework were reviewed and developed.
Joint Staff Workshop#1 (Mar'22)—Facilitated a half-day workshop with staff from each of the four
coordinating organizations (Durham & Orange Counties, DCHC MPO and GoTriangle), as well as staff from City
of Durham/GoDurham,Town of Chapel Hill/Chapel Hill Transit and Orange Public Transit.This workshop
focused on 17 proposed alternatives (each with a proposed recommendation) for consideration across 5 major
elements that should comprise a transit plan governance framework, including Membership,Voting
Joint Staff Workshop#2 (Apr'22)—Facilitated a two-hour workshop with same staff representation as the
Joint Staff Workshop#1.This workshop focused on 6 proposed alternatives (each with a proposed
recommendation)for consideration across the 5 major elements from the first workshop.
Legal Roundtable (Jun '22)—Facilitated a two-hour discussion with legal representation from both Durham &
Orange Counties as well as GoTriangle. Key staff were also invited, including DCHC MPO leadership.
Individual Organization Discussions (Jul-Aug'22)—Facilitated individual discussions with leadership from each
of the four partner organizations to review major outstanding issues realized from previous workshops and
roundtables to allow for final ILA and supporting policies& procedures development.
ILA& Policies & Procedures Development (Sep-Oct'22)— Development of a new comprehensive Interlocal
Agreement to meet the needs of all parties.Also began development of supporting policies and procedures to
guide implementation needs, including Master Participation Agreements (formally bringing local jurisdictions
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in each County to the table), New Staff Working Group (SWG) Bylaws (technical recommending body for
transit plan implementation), Financial Policies & Procedures, Lead Agency Assignments and a new Master
Schedule that suggests annual process to meet new elements defined in the ILA.
Primary Outcomes of the Study:
Membership to the Orange County SWG &Associated Voting Structures
Voting Members:
• Orange County
Administration&Planning
DCHC-MPO
GoTriangle Legend
• Town of Chapel Hill
Administration&CHT PAS=Primary Agreement
Signatory with vote(s)
Town of Carrboro
• • Town of Hillsborough •
City of Mebane Non-PAS with vote(s)
• O PAS=2 Votes each
Non-PAS=1 vote each G Non-Voting Members
0 Non-Voting Members:
TJCOG
• UNC Chapel Hill
Quorum of this group involves o minimum of 7 voting members present.
Voting on Annual Work Program & Budget Approval Process
1. Orange County BOCC will receive SWG recommended Annual Work Program to approve; may approve
or deny with technical corrections. If denied, SWG will correct and bring back a second time for
approval.
2. GoTriangle Board of Trustees will take action to approve upon BOCC approval and may approve or deny
with technical corrections.
3. If disagreement occurs between the two boards, an Interim Work Program may be authorized to allow
continuation of all operating services from prior year(capital projects would freeze).
Agreement Development& Expectations
1. All parties shall endeavor to develop Master Capital/Operating Agreements
2. MPO shall be a party to any project involving funds they manage
3. Orange County shall be party to any type of agreement where GoTriangle is also the project sponsor
4. GoTriangle shall be a party to every agreement as the tax district administrator
5. The SWG will determine appropriate agreement structure and signatories for special case needs
6. Required elements to define agreements shall be further detailed in the supporting Master Participation
Agreement.
Reporting Expectations
1. An annual report shall be delivered to all parties of the ILA no later than December 15th of each year.
2. An Enhanced Q2 Report shall be delivered to all parties of the ILA no later than March 15th of each year.
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3. Quarterly Financial Reports for Q1 and Q3 shall be delivered to all parties of the ILA no later than 45
days after the close of each of these quarters.
4. Reporting expectations and templates are to be further developed and negotiated by the SWG per
indicated dates in the ILA.
Delineation of Funding Sources &Supplantation Limitations
1. ILA endeavors to clearly define what funding sources this ILA governs:
a. Article 43 Half-Cent (0.5 percent) Sales and Use Tax
b. Article 51 Three-Dollar($3) increase to GoTriangle Regional Registration Fee
c. Article 52 Seven-Dollar($7) County Vehicle Registration Fee
d. Vehicle Rental Tax(to accommodate future shifts of what this funding source will support,
language has been included to acknowledge that it is under the control of the GoTriangle Board
of Trustees and any future allocations of such funding are at the sole discretion of the GoTriangle
Board of Trustees)
2. Supplantation means the opportunity for parties to this agreement to use certain funding sources to
replace existing funds or other resources for public transportation systems.
a. Local Funding Source that allows supplantation: the County Vehicle Registration Tax(N.C.G.S
105-570)which is levied at its maximum amount of$7.00 per year;
b. Local Funding Sources that do not allow supplantation:
i. Local Government Sales and Use Taxes for Public Transportation (N.C.G.S. 105-506:514)
which is levied at its maximum allowable rate of one half percent(non-supplantation
cited in N.C.G.S 105-507.3.b);
ii. Regional Transit Authority Registration Tax (N.C.G.S. 105-560:569) which is levied at its
maximum amount of$8.00 per year with $3.00 of each $8.00 collected allocated locally
to Orange County(non-supplantation cited in N.C.G.S. 105-564).
SWG Adherence to Public Meetings/Records Laws
DCHC MPO is designated as the administrator/convener of the SWG.The MPO and SWG members will adhere to
North Carolina public meeting laws, as it is recognized as an 'administrative and advisory arm to the parties' of
the ILA.This reference is found in state statute, N.C.G.S. 143-318.9:18, Article 33 of Chapter 143, "Meetings of
Public Bodies."
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Attachment 2
Transit Governance
Interlocal Agreement
Between
Orange County
Durham-Chapel Hill-Carrboro Metropolitan Planning Organization
And
Research Triangle Regional Public Transportation Authority
This Interlocal Agreement (the "Agreement"), is entered into this day of 2022, by and
between Orange County, North Carolina, a public body politic and corporate of the state of North
Carolina (hereinafter "Orange County"), Durham-Chapel Hill-Carrboro Metropolitan Planning
Organization, a metropolitan planning organization (hereinafter "DCHC MPO" or"MPO") and Research
Triangle Regional Public Transportation Authority d/b/a GoTriangle, a public body politic and corporate
of the State of North Carolina; each individually referred to as a "Party" and collectively referred to
herein as "the Parties";
Witnesseth:
Whereas, Orange County, DCHC MPO and GoTriangle, all of which have specific roles in the
implementation of public transit in the Orange County area, have determined that it is in their best
interest to coordinate public transit planning,funding, expansion and construction; and
Whereas, GoTriangle is a regional public transportation authority created in accordance with the
provisions of N.C.G.S 160-603 etseq. by concurrent resolution of Durham, Orange and Wake counties
and duly incorporated as a body corporate and politic and vested with the general powers set forth in
N.C.G.S. Chapter 160A Article 26; and
Whereas, DCHC MPO is the Metropolitan Planning Organization for the Durham-Chapel Hill-Carrboro
Urbanized Area, established pursuant to 23 U.S.C. 134 et seq. and recognized under the laws of North
Carolina pursuant to N.C.G.S. 136-200.1; and
Whereas, Orange County is a body politic and corporate vested with the corporate powers set forth in
N.C.G.S 153A-11; and
Whereas, GoTriangle, DCHC MPO and Orange County, among others, are parties to an agreement signed
in 2016 titled "Agreement setting Forth the Mutual Understanding of the Parties as to the Scope and
Content of the Financial Plan", which defined the creation of the Triangle Tax District; and
Whereas, GoTriangle serves as the regional public transportation authority that administers the Triangle
Tax District pursuant to N.C.G.S 105-508; and
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Whereas,the Parties to this Agreement, in collaboration with local partners and stakeholders, shall carry
out the implementation of the Orange County Transit Multi-Year Vision Plan, which shall include an
approved financial plan pursuant to N.C.G.S 105-508.1; and
Whereas, the Parties pursuant to the authority of N.C.G.S. 160A-461 et seq. are authorized to enter into
this Agreement and joint planning and implementation efforts in order to pursue the above stated goals.
Now Therefore,for and in consideration of the promises and covenants contained in this Agreement
and the mutual benefits derived therefrom,the sufficiency of which is hereby acknowledged,the Parties
agree as follows:
Article I
Purpose and Scope
1.01 Purpose.The purpose of this Agreement is to provide a plan of governance that will efficiently,
effectively and equitably implement public transit services and projects as set forth in the
Orange County Transit Multi-Year Vision Plan (see 2.038 for definition) and associated Orange
County Transit Annual Work Programs (see 2.011 for definition). This Agreement will also guide
updates and amendments to the Orange County Transit Multi-Year Vision Plan which include the
planning, design, funding, implementation, and operation of transit services; reporting
expectations; and resolution of issues.
1.02 Scope.The scope of this Agreement shall be the governance of the planning,financing, and
implementation of the Orange County Transit Multi-Year Vision Plan, as it may be amended
from time to time as provided for herein.
1.03 Objective.The objective of this Agreement is to create a governance structure to successfully
meet the purposes of this agreement.
Article 11
Definitions
2.01 "Annual Capital Budget" shall mean the upcoming year of the multi-year Capital Improvement
Plan (CIP) which is enacted by adoption of the capital projects ordinance pursuant to N.C.G.S.
Chapter 159.This budget shall include the allocation of financial resources to specific project
sponsors for specific projects. Appropriations that are made pursuant to the Annual Capital
Budget shall be budgeted to project elements such as, but not limited to, infrastructure projects
or vehicle rolling stock (depreciable items) in a multi-year major fund such that funding does not
revert to available capital fund balance at the end of the fiscal year.
2.02 "Annual Operating Budget" shall mean the upcoming year of the annual operating program,
which is enacted by the adoption of the operating projects ordinance pursuant to N.C.G.S.
Chapter 159. This budget shall include the allocation of financial resources to specific project
sponsors for specific projects. Appropriations that are made pursuant to the Annual Operating
Budget shall be budgeted to elements such as, but not limited to, elements to support the
operations, maintenance, and administrative oversight of public transportation services and the
overhead costs related to Tax District functions.The annual operating budget shall be budgeted
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by major fund.The annual operating budget shall also contain the annual administrative
functions,the details of which shall be provided independently of operating costs associated
with transit operating projects.
2.03 "Annual Orange Transit Report" shall mean a report that provides information regarding
meeting strategic public transit objectives and includes the performance achieved, the
strategies being followed, and performance targets and key milestones for capital projects and
operating services.
2.04 "Annual Work Program Development Calendar" shall refer to the agreed upon schedule that is
developed at the start of each fiscal year.This schedule outlines critical milestone-dates for
which elements supporting the Annual Work Program are to be developed, drafted, and
coordinated for review and approval by the SWG, and presented as information to all governing
boards that are parties to this agreement.
2.05 "Audited Financial Statements" shall refer to financial statements which have been audited by a
Certified Public Accountant and for which an opinion has been expressed to meet US generally
accepted accounting principles or principles adopted by Governmental Accounting Standards
Board (GASB) and prepared in accordance with N.C.G.S. 159-34.
2.06 "Capital Funding Agreement" shall mean an agreement between agencies to provide funding
supporting an Implementation Element for specified capital improvements.Any such agreement
will include details of the capital improvements to be provided and detail expectations on
Orange County Transit Annual Work Program resource funding, responsibilities, schedule, and
performance and shall adhere to any and all standards outlined in the supporting Master
Participation Agreement.
2.07 "Capital Projects" shall mean purchase of land or interests in land; purchase, construction or
demolition of buildings or other physical facilities; purchase of services of architects, engineers,
as well as other studies; site improvements or development necessary for the implementation
of transit projects; purchase or installation of fixed or moveable equipment necessary for the
installation and operation of transit services; rolling stock or vehicles as defined by the Federal
Transit Administration; corridor and project planning studies; infrastructure projects; and
information technology costs that result in a long-term asset.
2.08 "Capital Projects Ordinance" shall mean the annual financial ordinance budgeted for the Orange
Transit major capital fund pursuant to N.C.G.S Chapter 159.,tied to the multi-year Capital
Improvement Plan,the Annual Capital Budget and planned capital project funding agreements
that implement needed capital projects.
2.09 "Component Unit" or"Separate Component Unit" shall refer to a unit of local government
within the Tax District if the primary entity has administrative responsibility for the budget
adoption and operation and management of transit services provided by the unit.The primary
entity shall report in its financial statements information about the relationship between any
component unit(s) and the primary entity.The primary entity also is required to report Orange
Transit Plan Revenues, including Dedicated Local Transit Funding Sources, expenditures and
fund balance in columns separate from the primary entity's financial data in its annual audited
statements.
2.010 "Annual Comprehensive Financial Report" ("ACFR") shall mean the report prepared by
governmental entities that complies with the accounting regulations promulgated by the
Governmental Accounting Standards Board (GASB).
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2.011 "Orange County Transit Annual Work Program" or"Work Program" shall mean the
comprehensive annual program for transit capital and operations presented by the SWG (see
2.034)which shall include all of the separate components of:
a. Annual Operating Budget Ordinance.This shall be supplied for the Orange Transit major
operating fund which will appropriate funds for the operation, administration, and
implementation of projects identified in the Work Program as operating projects;
b. Annual Tax District administration budget for the Orange Transit major operating and
capital fund;
c. Multi-Year Capital Improvement Plan (CIP) supplied for the Orange Transit major capital
fund that clearly identifies specific projects, project sponsors responsible for
undertaking those projects, project funding sources, and project expenditures. (NOTE:
The Multi-year CIP shall be updated annually to coincide with the annual capital budget
always being the first year of appropriation of funding for capital projects identified in
the CIP.The Multi-year CIP shall be coordinated with the Metropolitan Transportation
Plan,Transportation Improvement Program, and annual program of projects developed
and maintained by the DCHC MPO designated recipient of federal formula transit grants
so as to be consistent with submittal deadlines for the Transportation Improvement
Program and the horizon years of the Metropolitan Transportation Plan.);
d. Annual Capital Budget Ordinance supplied for the Orange Transit major capital fund that
allocates financial resources to specific project sponsors for specific projects and
represents the current year of appropriation of funding for capital projects identified in
the Multi-Year CIP;
e. Annual Operating Program (as defined supra.);
f. Adjustment of the Current Orange Transit Financial Plan and financial model
assumptions and corresponding update of the planning horizon of Orange County
Transit Multi-Year Vision Plan future projects not included in the current Multi-year CIP.
The Parties shall use good faith efforts to align planning horizon year with the horizon
year of the current DCHC MPO MTP.The Financial Model shall contain agreed upon
financial assumptions of the SWG (and supporting subcommittees as designated)for the
Orange County Transit Annual Work Program revenues involving federal, state and local
sources and multi-year capital and operating costs including liquidity targets and debt
ratios relevant to rating agency metrics;
g. Multi-year Capital Funding Agreements or Master Agreements; and
h. Multi-year Operating Agreements or Master Agreements.
2.012 "Dedicated Local Transit Funding Sources" shall be defined as all revenues derived from transit
funding sources in support of the Orange County Transit Multi-Year Vision Plan,which shall
include, but not limited to (for potential future need):
a. Article 43 Half-Cent (0.5 percent)Sales and Use Tax.This is the% percent local option
sales and use tax as defined by N.C.G.S 105-508;
b. Article 51 Three-Dollar($3) increase to GoTriangle Regional Vehicle Registration Fee.
This is the increased portion of the regional vehicle registration fee assessed by
GoTriangle in accordance with N.C.G.S 105-561 etseq. allocated to Orange County;
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c. Article 52 Seven-Dollar ($7) County Vehicle Registration Fee.This is the County vehicle
registration fee assessed by the Orange County Board of Commissioners in accordance
with N.C.G.S 105-570 et seq.; and
d. Vehicle Rental Tax. Any portion of vehicle rental tax collected by GoTriangle pursuant to
N.C.G.S. 105-550 et seq. that is allocated to Orange County by the GoTriangle Board of
Trustees. Future allocations of the Vehicle Rental Tax post execution of this agreement
shall be subject to the sole discretion of the GoTriangle Board of Trustees approval.
2.013 "Orange County Transit Plan Revenue" shall mean Dedicated Local Transit Funding Sources, any
federal or state funds allocated by a designated recipient, debt proceeds, fares, local
contributions, and any other sources of revenue used to fund the Orange County Transit Multi-
Year Vision Plan
2.014 "Equitable Use of Net Proceeds Within or To Benefit the Special District" as that term is used in
N.C.G.S. 105-508.1 shall mean:
a. The revenues collected in Orange County must be spent for the benefit of that County.That
does not mean they have to be spent in the County.
b. For Cross-County projects, rates that are negotiated on some agreed upon periodic basis by
the counties are by definition equitable
2.015 "Financial Model" shall mean a long-term financial planning model,that projects revenues and
expenditures and includes all Dedicated Local Transit Funding Sources, as well as additional
projected sources for projects and planned uses of funds as necessary for both capital projects
and operating expenses, and is used to evaluate the impact of operating and funding decisions
on the Orange Transit major operating and capital funds'financial condition to ensure the
Orange County Transit Multi-Year Vision Plan's policies and objectives are maintained in the
long-term, including liquidity targets and debt ratios relevant to rating agency metrics. Only
Orange County Transit Plan Revenue, including Dedicated Local Transit Revenues, and
expenditures of projects in support of the Orange County Transit Multi-Year Vision Plan shall be
included in the Financial Model.
2.016 "Financial Plan" as that term is used in N.C.G.S. 105-508.1(2) shall mean:
a. the Financial Plan requiring approval shall mean the Plan Implementation and Finance
components of the most current Orange County Transit Multi-Year Vision Plan as
supported by the details of the Orange County Transit Multi-Year Vision Plan and
modeled in the associated Financial Model. Approval authority over the Financial Plan
by the parties to this agreement only applies to the Dedicated Local Transit Funding
Sources.Any other funding sources comprising the Financial Plan should be provided by
appropriate project sponsors (as approved by their governing body) during the Annual
Work Program and/or Multi-Year Vision Plan development processes.
b. If now or in the future the Special District consists of Orange County and one or more
other counties,the Financial Plan shall only include funds that would be budgeted and
reported in the Orange Transit major operating and capital funds, provided that
financial plans for other counties in the District, if any, have previously been approved
by those counties.
2.017 "Financial Statements" shall mean the statement of financial condition prepared in accordance
with N.C.G.S 159-25.
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2.018 "GASB" shall mean the Governmental Accounting Standards Board (GASB)which establishes
standards and principles for state and local governmental accounting and financial reporting.
2.019 "Implementation Element" shall mean a discrete project, operation or study or a discrete logical
grouping of projects, operations or studies tracked separately by the Orange County Transit
Annual Work Program.
2.020 Local Government Commission ("LGC") is established by N.C.G.S. 159-3 and provides assistance
to local governments and public authorities in North Carolina. It is staffed by the Department of
State Treasurer and approves the issuance of debt for all units of local government and assists
those units with fiscal management.
2.021 "Major Fund" shall be, as defined by the GASB, a fund that is reported in a separated column in
the basic fund financial statements and is subject to a separate audit opinion in the independent
auditor's report. As defined,the Tax District shall report at a minimum major fund for the
Orange Transit Work Plan Operating Funds and a major fund for the Orange Transit Work Plan
Capital Funds.
2.022 "Master Agreement" shall mean an Operating or Capital Funding agreement that encompasses a
discrete logical grouping of capital projects,transit operations or studies.
2.023 "Enhanced Quarter-2 Report" shall mean a report delivered approximately 6 months into the
year of current work program implementation that provides information regarding progress
toward strategic objectives outlined in the Orange County Transit Annual Work Program and
includes the performance achieved,the strategies being followed, and performance targets and
key milestones for Capital Projects and operating services identified in the Orange County
Transit Annual Work Program.
2.024 "Multi-Year Capital Improvement Plan" ("CIP") shall mean a multi-year document that identifies
by year projected capital projects, project sponsors responsible for undertaking these projects,
the financial costs and anticipated sources of funding for those projects, and identifies any
projected operating costs associated with those projects.The CIP shall be coordinated with the
Metropolitan Transportation Plan,Transportation Improvement Program, and annual program
of projects developed and maintained by the DCHC MPO as designated recipient of federal
formula transit grants so as to be consistent with submittal deadlines for the Transportation
Improvement Program and the horizon years of the Metropolitan Transportation Plan.
2.025 "Annual Operating Program" shall mean the annual document describing transit operating
programs, which could include the development of local bus, express bus, Bus Rapid Transit,
Commuter Rail Transit, or other public transportation-type services not specifically highlighted
here to be funded by the Tax District. It will describe service changes planned for the year and
preliminary service proposals and financial projection for the subsequent years. A detailed
report on the status of each bus and rail route shall also be included, along with performance
objectives for the coming year.The document shall also describe administrative, planning,
marketing, or other functions that are not directly accounted for in specific infrastructure
project delivery or allocated to service delivery, but which are essential to the implementation
of the Transit Plan.
2.026 "Multi-Year Service Implementation Plan" shall mean a document or documents that detail how
transit services will be modified,to include expansion and reduction, operated and maintained
over a specific number of years.The plan(s) shall detail timing and schedule,justifications for
implementation decisions, and public involvement steps. Different transit operators may have
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different plans for implementation, but the different plans must be coordinated with each other
particularly with respect to anticipated funding and public outreach.
2.027 "Non-Orange County Revenues" shall mean all revenues collected on behalf of member counties
other than Orange County within the Tax District or Special District that are derived from transit
funding sources associated with counties other than Orange County.
2.028 "Operating Agreement" shall mean an agreement between an agency tasked to provide an
Implementation Element,the Tax District and other agencies as needed, or an operating plan if
the Implementation Element is to be provided by the Agency.The agreement shall state the
details of the service to be provided and detail expectations on funding, responsibilities,
schedule, and performance. The agreement shall adhere to any/all standards outlined in the
supporting Master Participation Agreement.
2.029 "Operating Budget Ordinance" shall mean the annual financial ordinance budgeted for the
Orange Transit major operating fund pursuant N.C.G.S. Chapter 159,tied to Operating
Agreements,that includes funds for the operations identified in the Orange Transit Work Plan,
allocations for reserves, and transfers to other such funds such as other Orange Transit major
funds identified by the Component Unit.The Operating Budget Ordinance shall include the
general administrative and maintenance expenses of the unit separate from the Project
Operating Funds.
2.030 "Operating Funds" shall mean funds appropriated in the annual operating budget for the
administration, operation and maintenance of the transit system.
2.031 "Operating Fund Balance" shall mean the reported amounts restricted by enabling legislation for
the Orange Transit major operating fund, presented in the basic financial statements, and
disclosed in the notes to the Financial Statements as required under generally accepted
accounting standards.
2.032 "Project Operating Funds" shall mean funds appropriated in the annual Operating Budget
Ordinance to support the operation of projects identified in the Orange County Transit Annual
Work Program.
2.033 "Quarterly Financial Reports" shall mean the quarterly statement of financial condition prepared
in accordance with N.C.G.S. 159-25.
2.034 "Special District" shall mean any tax district administered by GoTriangle pursuant to authorizing
resolutions and N.C.G.S. 105-508 et seq. or N.C.G.S 105-561 et seq. to which Orange County is a
member, now or in the future.
2.035 "Staff Working Group" or"SWG" shall mean a committee created by this Agreement for the
purposes enumerated and as defined in Article III herein.The SWG is jointly charged by all
parties to this Agreement with coordinating planning and implementation aspects of the Orange
County Transit Annual Work Program (as defined in 2.011), as well as facilitating elements of the
Orange County Transit Multi-Year Vision Plan (as defined in 2.038) and serving in an advisory
role to the Orange County Board of Commissioners, DCHC MPO Executive Board, and GoTriangle
Board of Trustees.
2.036 "Supplantation" shall mean the opportunity for parties to this agreement to use certain funding
sources to replace existing funds or other resources for public transportation systems.
a. Local Funding Source that allows supplantation: the County Vehicle Registration Tax
(N.C.G.S 105-570) which is levied at its maximum amount of$7.00 per year;
b. Local Funding Sources that do not allow supplantation:
15
i. Local Government Sales and Use Taxes for Public Transportation (N.C.G.S. 105-
506:514) which is levied at its maximum allowable rate of one half percent (non-
supplantation cited in N.C.G.S 105-507.3.b);
ii. Regional Transit Authority Registration Tax (N.C.G.S. 105-560:569) which is
levied at its maximum amount of$8.00 per year with $3.00 of each $8.00
collected allocated locally to Orange County(non-supplantation cited in N.C.G.S.
105-564).
2.037 "Tax District" shall mean any tax district administered by GoTriangle pursuant to authorizing
resolutions and N.C.G.S. 105-508 et seq. or N.C.G.S 105-561 et seq. to which Orange County is a
member, now or in the future.
2.038 "Transit Plan," or"Multi-Year Vision Plan," shall mean the comprehensive multi-year vision plan
for transit operating and capital needs over a period of time of at least 4 years,through
coordination with the DCHC-MPO Metropolitan Transportation Plan adoption process and shall
also be prepared by the SWG for approval by appropriate governing boards, which shall include
all the separate components of:
a. Multi-year Capital Improvement Plan
b. Annual Operating Program, or Multi-Year Service Implementation Plan,which shall
include assumptions for administrative staff needs to support plan implementation
efforts across the period of time defined by the Transit Plan
c. Financial Plan (as defined in section 2.016)
d. Update of the Financial Model Assumptions (if applicable)
2.039 "Triangle Tax District" shall mean the tax district, also referred to as the Special District
created by GoTriangle on or about May 25, 2016 pursuant to authorizing resolutions and
N.C.G.S. 105-508 et seq.
Nothing herein shall prevent Orange County from entering a mutually negotiated Cost Sharing
Agreement with other jurisdictions for any regional transit projects or systems so long as they are
detailed in the Multi-Year Vision Plan.
Article III
Staff Working Group ("SWG')
3.01 SWG Established. The Parties hereby establish the Orange County Staff Working Group ("SWG').
Pursuant to the authority set forth in this Agreement, the SWG shall coordinate planning and
oversee the implementation of the Annual Work Program, as well as facilitate development of
elements for the Multi-Year Vision Plan. It shall also serve in an advisory role to the Orange
County Board of Commissioners, DCHC MPO Board and GoTriangle Board of Trustees.
3.02 Membership, Organization and Objectives.
a. Initial Membership.The initial membership of the SWG shall be comprised in two
categories—voting & non-voting.
i. Voting members: two (2) staff members shall be appointed by each of the ILA
Parties ("ILA Party Members;" each party should consider a
planning/administrative representative as well as a finance representative); two
(2) staff members shall be appointed by the Town of Chapel Hill (one general
16
representing the Town; the other representing Chapel Hill Transit); and one (1)
staff member appointed by each of the following, the Town of Carrboro,Town
of Hillsborough and the City of Mebane.
ii. Non-Voting members: each party shall appoint one (1) staff member appointed
from the following organizations to advise County Transit Plan Implementation
efforts.These organizations are:Triangle-J Council of Governments, and
University of North Carolina, Chapel Hill
b. Voting Structure for Initial Membership. When a vote is called by the chair on any issue,
each ILA Party Member, as well as the Town of Chapel Hill, shall have two (2)votes;the
Town of Carrboro,Town of Hillsborough, and City of Mebane shall have one (1)vote.
c. Regular Membership.The meeting of the SWG shall be called by the SWG Administrator
by way of the DCHC MPO within fifteen (15) days of the execution of this Agreement.
The meeting shall abide by rules set forth in this agreement.A Chair and Vice-Chair shall
be elected by the voting members at this initial meeting. Prior to June 30, 2023, the
SWG should finalize and approve rules, agencies and expectations for regular
membership and organizational function. The initial members of the SWG should take
into consideration various required skill sets, specifically in local planning, budgeting,
finance, project construction and operations.
d. Operational Rules of SWG. By June 30, 2023,the members of the SWG shall, consistent
with the responsibilities outlined in Section 3.03 and the flexibilities outlined in 3.04,
submit to the Orange County Board of Commissioners, DCHC MPO Board and
GoTriangle Board of Trustees for
i. Approval: 1) bylaws including the provisions of Section 3.05; 2) rules dictating
the composition, organization and function of the SWG; 3) rules dictating
amendment procedure for both the Annual Work Program and Multi-Year
Vision Plan; and
ii. Review as information through appropriate timeframe cycles 1) a meeting
schedule; 2) a list of deadlines for the submittals defined herein; and 3)
identification of the Party to serve as the lead agency for each of the
responsibilities enumerated in Section 3.03.
e. The SWG, which serves as an administrative and advisory arm to the parties of this
agreement, shall adhere to public meeting laws as outlined in N.C.G.S. 143-318.9:18
(Article 33 of Chapter 143, "Meetings of Public Bodies").
f. Timeliness.The SWG shall develop processes and procedures to allow decision to be
made in a timely manner. Duties not specifically denoted under Section 3.03 may be
delegated to other groups.The designation and delegation of these duties shall be
approved by the appropriate governing boards based on plan elements' (i.e.,Annual
Work Program or the Multi-Year Vision Plan) impacts and shall include the governing
boards that represent the parties to this agreement.
3.03 Responsibilities.The SWG shall be charged with the development or delegation to a Party as a
lead agency of the following:
a. Annual Work Program, including all the separate elements defined in Section 2.011
b. a Multi-Year Vision Plan;
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c. Templates containing minimum standards for project and financial reports (first version
by June 30, 2023)
d. Designation of project sponsors (agencies responsible for each respective capital and
operating project), including agencies responsible for each Implementation Element;
e. A strategy for each Implementation Element or agreement, which shall include scope,
geography, estimated budget, sponsoring agency/jurisdiction, purpose and goals; and
f. An articulated strategy for incorporating or account for public outreach, involvement,
and communication with the deliverables set forth in a, b, d and e.
3.04 Assignment.The SWG may, by vote or by other mechanism allowed in its bylaws, assign the
creation and maintenance of certain documents for which it is responsible to Parties or SWG
members. However,the SWG shall not delegate its responsibility to review and present
documents and products which are defined in Section 3.03 as SWG responsibilities.All
documents related to the duties of Section 3.03 produced on behalf of the SWG must be
reviewed and formally approved, by SWG prior to release.
3.05 Minimum Quorum and Voting. The Parties to this Agreement agree that the SWG deliberation
process must allow decisions to be made in an efficient and timely manner. A quorum shall be
when 7 of 11 SWG members appointed by the Parties to this Agreement are present for a SWG
meeting.
3.06 Right to Inspect.All Parties to this Agreement, or their authorized representative(s), shall have
the right to inspect, examine, and make copies of any and all books, records, electronic files,
agreements, minutes, and other writings and work products related to the operation and day to
day business of the SWG.
3.07 Staff Working Group Lead Agency Determination. Any party to this Agreement shall be
responsible for hosting, convening and administering(serving as the 'Lead Agency')the Staff
Working Group (SWG) and hosting the role of the Staff Working Group Administrator, which is a
critical role to facilitate program development and plan implementation.The parties to this
Agreement shall determine SWG Administration Lead Agency by June 30, 2023 and shall be
reevaluated with each multi-year vision plan update process. DCHC MPO shall continue to serve
as the SWG Administrator upon execution of this agreement through the aforementioned
deadline. Lead Agency assignment for SWG Administration shall be recommended by the SWG
to all three governing boards represented through this Agreement for approval.
Article IV
Term,Termination,Amendment
4.01 Term.
a. Effective Date.This Agreement shall become effective upon the properly authorized
execution of the Agreement by all Parties.
b. This Agreement shall continue for a period of seventeen (17) years from the Effective
Date, unless otherwise amended by the prior express written agreement of the Parties.
This term aligns with horizon year of the current County Transit Multi-year Vision Plan at
the time of execution of this Agreement.
c. Any amendment,termination, or renewal of the Term must be in the form of a written
instrument properly authorized and executed by the governing boards of each Party.
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d. The Parties agree that the Term shall be extended by mandatory amendment though
the final maturity dates of any debt issued and payable from Orange County Transit Tax
Revenues seventeen (17)year initial term.
4.02 Termination.
a. Material Breach. If any Party violates a responsibility, duty, or assumption stated in
Article V,the other Party(ies) shall give written notice of the breach and request to cure.
If such breach is not cured within thirty(30) days of written notice thereof, any non-
breaching Party may, without further notice or demand, in addition to all other rights
and remedies provided in this Agreement, at law or in equity,terminate this Agreement
and recover any damages to which it is entitles because of said breach. In the event of a
non-material breach of the Agreement,the termination procedure set forth in 4.02(b)
shall apply.
b. Termination upon one (1) year's notice. Any Party may terminate its participation in this
Agreement with or without breach by giving written notice to each other Party of intent
to terminate, as well as reasons for terminating (which shall be in the sole discretion of
the terminating party), at least one (1)year prior to the effective termination date.
c. Bankruptcy/Insolvency Special Provisions. If any Party applies for or consents to the
appointment of a receiver,trustee or similar officer for it or any substantial part of its
property or assets, or any such appointment is made without such application or
consent by such Party and remains discharged for sixty(60) days, or files a petition in
bankruptcy or makes a general assignment for the benefit of creditors,then such action
shall constitute a material breach of this Agreement not requiring notice and
opportunity to cure and the other Party(ies) may terminate effective immediately.
d. Cooperation Provisions. In the event of termination pursuant to any subsection
hereunder, the terminating Party shall not be relieved of any existing and
underperformed obligations up until the effective date of termination, and the
Agreement shall remain in effect as to the non-withdrawing Parties.The non-
withdrawing Parties, beginning at the time of notice of termination is received, shall
work together in good faith to determine if the intent and purpose of the Agreement
can be accomplished by executing any Amendments deemed necessary and/or adding
any parties deemed necessary to perform the executory obligations of the withdrawing
Party.
e. Non-Exclusive Remedies. No remedy provided in this Agreement shall be considered
exclusive of any other remedy in law or in equity.
f. Repeal and Dissolution. Nothing herein shall be construed to restrict Orange County's
ability to repeal any transit tax previously enacted and consideration will be given by the
County to any transit taxes levied in support of debt service in support of the Orange
County Transit Annual Work Program. Nothing herein shall be construed to restrict
Orange County's ability to request dissolution of the special tax district in accordance
with N.C.G.S. 105-509.1 and N.C.G.S. 105-473(a).
g. Notice.Any written or electronic notice required by this section shall be delivered to the
Parties at the following addresses:
For Orange County:
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With a copy to
For DCHC-MPO:
With a copy to
For GoTriangle:
With a copy to
4.03 Amendment. If any Party desires to amend the Agreement,then the proposed amendment and
the reasons for the proposed amendment shall be communicated in writing to the other Parties.
If the Parties agree to the proposed amendment, then the amendment shall be affected by
entering a written amendment to the Agreement. An amendment that does not change the
substantive or financial commitments of the Agreement may be executed by the Orange County
Manager, the DCHC-MPO Executive Director, and the GoTriangle Chief Executive Officer.Any
other amendment to the terms of this Agreement to be effective must be in the form of a
written instrument properly authorized and executed by the governing boards of each Party to
this Agreement.
Article V
Responsibilities, Financial Duties and Assumptions of the Parties
The responsibilities of the Parties are as follows:
5.01 Orange County shall carry out its legal, contractual,fiscal, and fiduciary duties as government as
follows:
a. Shall provide staff to serve on the SWG;
b. Shall enter into Capital Funding Agreements and Operating Funding Agreements to
study, plan, and construct public transit infrastructure capital Implementation Elements
20
for which Orange County is a designated project sponsor and/or providing funding in-
part or wholly and to deliver such Implementation Elements as identified within the
Orange Transit Annual Work Program and or the Orange Transit Multi-Year Vision Plan;
c. Shall provide required financial and status reports on Implementation Elements for
which Orange County is providing funding in-part or wholly(i.e., serving as a project
sponsor);
d. Shall coordinate approval of the components of the Annual Work Program identified in
Section 2.011 by the Orange County Board of Commissioners;
e. Shall coordinate, as needed,to review documents, as defined in Article II or in
subsequently developed policies& procedures that support transit plan
implementation, and recommend for approval by the Orange County Board of
Commissioners when necessary;
f. Shall coordinate approval of the Multi-Year Vision Plan identified in Section 2.038 by the
Orange County Board of Commissioners;
g. Comply with N.C.G.S. 143-6A-4,the "Iran Divestment Act Certification";
h. Perform other any other actions consistent with the powers and duties set forth in
N.C.G.S. Chapter 153A and N.C.G.S 105-561 etseq.; and
i. To the extent applicable, shall comply with 23 U.S.C. 134, 49, U.S.C. Chapter 53, and
N.C.G.S. Chapter 136;
5.02 DCHC-MPO shall carry out its legal, contractual,fiscal, and fiduciary duties as the
Metropolitan Planning Organization as follows:
a. Shall coordinate/align Dedicated Local Transit Funding sources with other
transportation investments and state and federal funding;
b. Shall provide staff to serve on the SWG
c. Shall enter into Operating and Capital Funding Agreements,for which the DCHC MPO is
a party to,to study and plan public transit Capital Projects and deliver Implementation
Elements as identified within the Orange County Transit Annual Work Program;
d. Shall provide required financial and status reports on Implementation Elements for
which DCHC MPO is responsible (i.e., serving as a project sponsor)that are funded in-
part or wholly by the Tax District;
e. Shall serve as the coordinating agency between the Parties, N.C. Department of
Transportation, and federal agencies including but not limited to the Federal Highway
Administration, the Federal Transit Administration, and the Federal Railroad
Administration when coordination of regional need is deemed necessary by the SWG;
f. Shall coordinate, as needed,to review and approve documents, as defined in Article II or
in subsequently developed policies & procedures that support transit plan
implementation, by the DCHC-MPO Executive Board;
g. Shall coordinate approval of the Multi-Year Vision Plan by the DCHC-MPO Executive
Board;
h. Shall identify projects using federal transit funding and ensure that the multi-year
operating program, the Annual Operating and Capital Budgets including such projects
are coordinated with the MPO's annual planning for projects process and
Transportation Improvement Program;
i. Shall comply with N.C.G.S. 143-6A-4,the "Iran Divestment Act Certification";
21
j. When applicable and appropriate, shall apply for, secure, and direct reasonably
available funding toward components of the Orange County Transit Annual Work
Program consistent with its other responsibilities within the MPO;
k. Shall program and administer funding, including but not limited to grant funding, and
perform all required duties to apply for, coordinate, and align transit funding if
applicable and appropriate, with other transportation investment and state and federal
funding; and
I. Shall perform any other actions consistent with the powers and duties set forth in 23
U.S.C. 134 et seq., 49 U.S.C. Chapter 53 and as recognized under the laws of North
Carolina pursuant to N.C.G.S. Chapter 136.
5.03 GoTriangle shall carry out its legal, contractual,fiscal and fiduciary duties as a unit of
local government as follows:
a. Shall administer and manage the Tax District, including carrying out its legal,
contractual,fiscal and fiduciary duties;
b. Shall comply with the responsibilities of a local government prescribed by the North
Carolina Budget and Fiscal Control Act;
c. Shall adhere to the Financial Plan as defined by this Agreement, and any amendments
authorized thereto;
d. Shall adhere to the Equitable Use of Net Proceeds within or to benefit the Special
District as defined in this Agreement;
e. Shall distribute the Financial Plan to each unit of local government within its jurisdiction
in accordance with N.C.G.S. 105-508.1;
f. Shall use or expend all Dedicated Local Funding Sources only as specifically budgeted in
the approved Orange County Transit Annual Work Program;
g. Shall not pledge, represent, appropriate, or covenant to appropriate any portion of the
Dedicated Local Funding Sources to cover any debt service, encumbrances, or operating
or other expenses that do not arise from the Orange County Transit Annual Work
Program;
h. Shall maintain adequate Operating Fund Balances and Capital Fund Balances in the
Orange Transit major operating and capital funds per Financial Policies & Procedures
and related guidelines mutually agreed to by SWG;
i. Shall obtain approval from the Local Government Commission for all issuances of debt,
certain capital leases, and other financial agreements as required by law;
j. Shall not under the provisions of N.C.G.S. 160A-20, create any security interest in real or
personal property funded by Orange Transit major operating and capital funds unless
100%of the proceeds of the related financing are for projects in the Orange County
Transit Annual Work Program, unless such security interest and financing are approved
by the Orange County Board of Commissioners;
k. Shall ensure that any proceeds from the sale,transfer and disposition of property, or
from insurance proceeds for projects funded by Orange Transit major operating and
capital funds be used for Orange Transit projects in accordance with the Orange County
Transit Annual Work Program, unless otherwise agreed to by Orange County;
I. Shall include provisions in all applicable financing documentation to the effect that
GoTriangle has entered into an Agreement prohibiting the use of Dedicated Local
22
Funding Sources to fund debt service or other expenses that do not arise from the
Orange County Transit Annual Work Program unless otherwise agreed to or approved
by the Orange County Board of Commissioners or included in the Orange County Transit
Annual Work Program or the Orange County Transit Multi-Year Vision Plan;
m. Shall, unless otherwise agreed to by Orange County or included in the Orange County
Transit Annual Work Program, unless such financing is agreed to or approved by the
Orange County Board of Commissioners, include provisions in all applicable financing
documentation to the effect that GoTriangle does not intend to pay debt service or fund
operating expenses or other costs associated with such capital facilities or the operation
thereof from Dedicated Local Transit Funding Sources and that GoTriangle has entered
into an Agreement prohibiting the use of Dedicated Local Transit Funding Sources for
such purpose;
n. Shall maintain such books, records, and systems of accounts so that the expenditures of
Dedicated Local Transit Funding Sources and Orange Transit Plan Revenue are
accounted for as expended on the Orange County Transit Annual Work Program as
budgeted and reported in the Orange Transit major operating and capital funds;
o. Shall provide any and all Financial Statements, accountings, reports, and information to
SWG within thirty (30) days of request, and produce drafts of documents created on
behalf of the SWG for review and feedback from SWG prior to GoTriangle's issuance,
approval, and release of Comprehensive Annual Financial Reports, adopted budget
documents, and applications for Grant Funding approval;
p. Shall not issue or authorize the issuance of any Preliminary Official Statement, Official
Statement, or similar securities offering documents in connection with the financing of
improvements by GoTriangle unless such document has previously been submitted to
Orange County for review and comments regarding the nature of the security and
sources of payment of the amounts due in connection with the financing;
q. Shall provide staff to serve on the SWG;
r. Shall enter into Operating or Capital Funding Agreements to study and plan public
transit infrastructure Capital Projects and deliver Implementation Elements as identified
within the Orange County Transit Annual Work Program;
s. Shall provide required financial and status reports on Implementation Elements for
which GoTriangle is responsible (i.e., serving as project sponsor) that are funded in-part
or wholly by the Tax District, and reported for the Orange Transit major operating and
capital funds;
t. Shall annually review and approve required documents and perform any other actions
consistent with the terms of this Agreement or powers authorized by a process to be
established by SWG;
u. Shall coordinate approval of the components of the Orange County Transit Annual Work
Program identified in Section 2.011 by the GoTriangle Board of Trustees;
v. Shall coordinate, as needed,to review and approve documents, as defined in Article II or
in subsequently developed policies & procedures that support transit plan
implementation, by the GoTriangle Board of Trustees;
w. Shall coordinate approval of the Multi-Year Vision Plan by the GoTriangle Board of
Trustees;
23
x. Shall comply with N.C.G.S. 143-6A-4 regarding submissions or award of any bid or
proposals to vendors, and contractors or subcontractors for any and all operating and
project agreements;
y. Perform other any other actions consistent with the powers and duties set forth in
N.C.G.S. 160A,Article 26;
z. Comply with N.C.G.S. 143-6A-4,the "Iran Divestment Act Certification"; and
aa. To the extent applicable, shall comply with 23 U.S.C. 134, 49 U.S.C. Chapter 53, and
N.C.G.S. Chapter 136.
Article VI
Roles of Transit Service Providing Entities and Non-Transit Service Providing Entities
6.01 Transit Service Providing Entities.The Parties contemplate that the Transit Service Providing
Entities, meaning any municipality or agency that directly or through contract provides public
transportation services in Orange County, including but not limited to Orange County,Town of
Chapel Hill and GoTriangle (when functioning as a transit provider), may participate at a
minimum as follows:
a. Provide staff to serve on the SWG;
b. Enter into Master/Capital Funding Agreements and Master/Operating Agreements to
deliver Implementation Elements as identified within the Orange County Transit Annual
Work Program (which includes the approved annual budget);
c. Provide required financial and status reports on Implementation Elements funded in-
part or wholly by the Tax District; and
d. Perform any other responsibility it agrees to undertake consistent with statutory
authority and the terms of this Agreement.
6.02 Non-Transit Service Providing Entities.The Parties that the Non-Transit Service Providing
Entities, meaning any entity located in Orange County that does not provide public
transportation services, may participate, if and when invited through SWG membership, at a
minimum as follows:
a. Provide staff to serve on the SWG in a non-voting role;
b. Enter into Master/Capital Funding Agreements and Master/Operating Agreements to
deliver Implementation Elements as identified within the Orange County Transit Annual
Work Program if identified as a project sponsor'
c. Provide required financial and status reports on Implementation Elements funded in-
part or wholly by the Tax District; and
d. Perform any other responsibility consistent with statutory authority and the terms of
this Agreement.
Article VII
Process for Recommendation,Approval, and Development of Orange County Transit Annual Work
Program and Operating and Capital Project Ordinances and Agreements
24
7.01 The Annual Work Program shall consist of the component documents outlined in Section 2.011.
It shall be assembled and reviewed in accordance with the Annual Work Program Development
Calendar
7.02 The SWG shall recommend the Annual Work Program to the Orange County Board of
Commissioners and the GoTriangle Board of Trustees for approval in accordance with the
Annual Work Program Development Calendar.The schedule shall allow each agency adequate
time to review documentation. Each of the parties will receive the plan in the order identified in
7.03 & 7.05 and identify any concerns or issues prior to the commencement of the fiscal year
covered by the plan. Included in the schedule shall be a procedure for the SWG to plan for and
schedule elements of public outreach and involvement.At the time when the Orange County
Board of Commissioners receives the recommended Annual Work Program, GoTriangle may also
provide comments during the County's official business meeting processes. The SWG may
present the Annual Work Program to the DCHC MPO for review and comment at an official MPO
Board meeting if time/schedule allows.
7.03 Upon receipt of the draft Orange County Transit Annual Work Program,the Orange County
Board of Commissioners, shall review it, and can take the following actions:
a. Approve the Orange County Transit Annual Work Program as submitted;
b. Deny, while providing a list of minor issues, technical corrections or a specific listing of
Significant Concerns with the Orange County Transit Annual Work Program.
7.04 If the Orange County Board of Commissioners denies the work program and creates a detailed
listing of minor issues,technical corrections, or Significant Concerns for the recommended
Orange County Transit Annual Work Program, Orange County staff shall coordinate with other
SWG members to make corrections and then submit for a second review and recommendation
of approval by the SWG. Upon recommendation of the SWG,the Orange County Board of
Commissioners will then vote on the revised work program.
7.05 Upon approval action taken by the Orange County Board of Commissioners, GoTriangle will then
receive for review and take one of the following actions:
a. Approve the Orange County Transit Annual Work Program as recommended by the SWG
and approved by the Orange County Board of Commissioners;
b. Deny,while providing a list of minor issues, technical corrections or a specific listing of
Significant Concerns with the Orange County Transit Annual Work Program.
7.06 All parties in this Agreement, or their authorized representative, shall have the right to inspect,
examine, and make copies of any and all books, accounts, invoices, records, electronic files,
agreements, minutes, and other writings and work products related to the funding of Tax
District operations or projects. The cost of any audit or review conducted under the authority of
this Section is the responsibility of the Party requesting the audit or review unless a material
breach is detected, in which case the breaching party shall be responsible for the reasonable
costs of audit or review.
7.07 Implementation. An Operating or Capital Project Funding Agreement shall be consistent with
the requirements outlined in the supporting Master Participation Agreement. Parties to this
Interlocal Agreement shall endeavor to develop Master-level agreements with appropriate
timeframes for each project sponsor seeking to implement operating or capital projects.These
agreements must be prepared prior to distributing funds and starting the Project(s). All
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Operating or Capital Project Funding Agreements shall have at least two signatories from
appropriate parties and shall also adhere to the following:
a. MPO Role with Managed Funding: If a project is covered by a master operating or
capital funding agreement that involves federal or state funding that is otherwise under
the distribution and program management responsibility of DCHC MPO, or regardless of
funding source, constitutes a regionally significant project as defined in 23 CFR §
450.104, DCHC MPO shall be a party to the agreement.
b. Tax District Administrator Role:The tax district administrator shall always be a party to
each agreement.
c. County Role: In addition to being a party to any agreement where the County serves as
the project sponsor,the County shall be a party to each agreement where the tax
district administrator is also the project sponsor.
d. Agreement where a special case exists. Parties to an operating or capital project
agreement shall be brought to the tax district administrator as a recommendation for
review and approval by the SWG when a special case arises outside the three categories
described in 7.08.a-c
e. Standalone Agreement Need: When an operating or capital project of significant cost is
programmed and approved, members of the SWG shall review and determine a
significant-cost threshold that requires a standalone agreement to be developed and
signed by all appropriate parties.
7.08 Interim Work Program. In the event a resolution cannot be met to address the list of issues or
technical corrections upon a vote of denial from either party highlighted in 7.03 & 7.05, an
interim work program will be utilized for the upcoming fiscal year, pursuant to N.C.G.S. 159-13,
until such time as a new work program is adopted by the parties identified in 7.04 and 7.05. In
the case that an interim budget goes into effect, the current year operating budget will be
assumed for the upcoming fiscal year. No additional capital expenses will be approved, nor any
additional reimbursements paid for capital projects, until such time that a new work program is
adopted by the parties identified in 7.04 and 7.05.This interim budget does not require
approval of either body in 7.04 or 7.05. In the event an Interim Work Program is enacted, and
specialized fiscal analysis is required to further inform achieving a new Annual Work Program,
the tax district administrator shall bring such request to the SWG for review&approval.
Article VIII
Process for Recommendation,Approval, and Development of Orange County Transit Multi-year Vision
Plan
8.01 The Multi-year Vision Plan shall include the component documents outlined in Section 2.038.
The plan shall be assembled and reviewed in accordance with the Annual Work Program
Development Calendar or other agreed upon schedule based on timing and need for multi-year
plan adoption.
8.02 The SWG shall recommend the Multi-Year Vision Plan to the Orange County Board of
Commissioners, DCHC MPO Board and the GoTriangle Board of Trustees for approval in
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accordance with the Annual Work Program Development Calendar or agreed upon schedule to
meet the needs for the Multi-year plan adoption.The schedule shall allow each agency
adequate time to review documentation, identify concerns and coordinate issues. Included in
the schedule shall be a procedure for the SWG to plan for and schedule elements of public
outreach and involvement.
8.03 Upon recommendation from the SWG, the Orange Transit Multi-year Vision Plan shall go before
each governing board (Orange County Board of Commissioners, DCHC MPO Board and
GoTriangle Board of Trustees)for review and the opportunity to take the following actions:
a. Approve the Orange Transit Multi-year Vision Plan as recommended;
b. Deny,while providing a list of minor issues, technical corrections or a specific listing of
Significant Concerns with the Orange Transit Multi-year Vision Plan.
8.04 If any of the three governing boards denies the Multi-Year Vision Plan and creates a detailed
listing of minor issues,technical corrections, or Significant Concerns for the recommended
Orange Transit Multi-Year Vision Plan, SWG staff members who represent the dissenting board
shall communicate the issues to other staff representatives of the other governing board(s) and
coordinate with other SWG members to revise the plan and then submit for an additional
review and approval by all three governing boards.
Article IX
Process for Capital, Non-Capital, Infrastructure, and Service Delivery Projects Reporting
9.01 The Tax District shall be reported as a Component Unit and shall include the Orange Transit
major operating and capital funds separate from any and all major funds and/or other special
tax districts within the Tax District, in the body of annually audited financial statements as
required by GASB standards for major funds reported by blended component units. As
administrator of the Tax District, GoTriangle shall present an annually audited financial
statement for the separate component unit by December 15th of the subsequent fiscal year to
the Orange County Board of Commissioners, DCHC MPO Board, and GoTriangle Board of
Trustees.
9.02 At the time of the presentation of the annually audited financial statements, GoTriangle shall
present an update of the Orange County Transit Annual Work Program projects including
project milestones and timelines and operations of the system.This presentation shall be
considered an Annual Orange Transit Report.
9.03 GoTriangle, as administrator of the Tax District, shall issue the following to the parties of this
agreement, as well as any associated project sponsors:
a. Enhanced Quarter-2 Report for half-year period ending December 31St.to the SWG for
the Orange Transit major operating and capital funds.This Report will be due to the
SWG Administrator by March 15th. The format of this report shall be agreed upon by
the Parties to this Agreement by June 30, 2023.
b. Quarterly Financial Condition Report.This report will be due 45 days after the end of
each quarter which provides statement of financial condition of all program/plan
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implementation elements prepared in accordance with N.C.G.S. 159-25. Quarterly
Financial Condition Report shall apply for all quarters but shall also be incorporated
elements into the Enhanced Quarter-2 and Annual Reports.
9.04 At the time of the submittal of the Enhanced Quarter-2 reports, each agency that has a project
funded in that fiscal year through the annual work program shall also submit an update of
projects including project milestones and timelines and transit operations.The format of the
Enhanced Quarter-2 Repot and Quarterly Financial Condition Report shall be agreed upon by
the Parties of this agreement by September 1, 2023.
Article X
Agreement Related Dispute Resolution
It is the desire and intent of the Parties to resolve any disputes in a collaborative manner and to avoid, if
possible,the expense and delay of litigation. In the event that any Party cannot resolve an issue with
another Part under this Agreement,the affected party shall engage in the following process:
10.01 Any Party may give written notice to another Party or Parties of any dispute not resolved in the
ordinary course of business. Within ten (10) business days after delivery of the written notice
by regular or electronic mail,the receiving Party(ies) shall submit a written response to the
disputing Party and designate in the notice a representative who will represent that Party in
the negotiation to resolve the dispute. If a third-party mediator is necessary,the Party
providing initial written notice will indicate as such in the notice and seek
confirmation/approval by the receiving parties in written response. It shall be the
responsibility of the Party giving notice to cover any costs related to any third-party mediator
once confirmed/approved by the receiving parties.
10.02 Within ten (10) business days of receiving the response, the appointees of the disputing and
receiving Parties shall meet at a mutually acceptable time and place, and thereafter, as often
as necessary to resolve the dispute.
10.03 All reasonable requests for information made by one Party to the other shall be honored in a
timely fashion to permit constructive discussion.
10.04 The duty to engage in dispute resolution is a material part of this Agreement enforceable by
equitable relief.
10.05 Upon failure to resolve a dispute through the steps outlined in this Agreement, any Party may
engage in other dispute resolutions processes agreed upon by the Parties or pursue any legal
or equitable remedies available.
Article XI
Non-Assignment
Delegation of Duty
11.01 No Party shall assign any portion of this Agreement or the rights and responsibilities hereunder
to another person or entity who is not a party to this Agreement without the prior written
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consent of the other Parties. Notwithstanding the above, nothing herein shall restrict the
rights of any party to contract with any third parties for the implementation of the Orange
County Transit Annual Work Program as contemplated herein.
11.02 Except as expressly stated herein, this Agreement shall not change the delegation of any duty
previously delegated to Party by federal law, state statute, local ordinance or resolution, and
shall not create any new duty which does not exist under federal law, state statute, local
ordinance or resolution.
11.03 Nothing herein shall modify, abridge, or deny any authority or discretion of Orange County
with regard to calling for a special election as set forth in N.C.G.S. 163-287 or considering
authorization to conduct a referendum by vote as set forth in N.C.G.S. Chapter 105,Article 43,
Part 3.
11.04 Nothing herein shall modify, abridge, or deny any authority or discretion of any Party or
municipality to independently develop, administer, or control transportation projects pursuant
to enumerated authority or funding sources separate from the authority and funding sources
outlined in this Agreement.
Article XII
Other Provisions
12.01 No Third-Party Beneficiaries.This Agreement is not intended for the benefit of any third party.
The rights and obligations contained herein belong exclusively to the Parties hereto and shall
not confer any rights or remedies upon any person or entity other than the Parties hereto.
12.02 No Waiver of Qualified Immunity. No officer, agent or employee of any party shall be subject
to any personal liability by reason of the execution of this Agreement or any other documents
related to the transactions contemplated hereby. Such officers, agents, or employees shall be
deemed to execute this Agreement in their official capacities only, and not in their individual
capacities.This section shall not relieve any such officer, agent or employee from the
performance of any official duty provided by law.
12.03 Ethics Provision.The Parties acknowledge and shall adhere to the requirements of N.C.G.S.
133-32, which prohibits the offer to, or acceptance by any state or local employees of any gift
from anyone with a contract with the governmental entity or from a person seeking to do
business with the governmental entity.
12.04 Governing Law, Venue.The Parties acknowledge that this Agreement shall be governed by the
laws of the State of North Carolina. Venue for any disputes arising under this Agreement shall
be in the courts of Orange County, North Carolina.
12.05 Entire Agreement.The terms and provisions herein contained constitute the entire agreement
by and between the parties hereto and shall supersede all previous communications,
representations or agreements, either oral or written between the Parties hereto with respect
to the subject matter hereof.
12.05 Severability. If any provision of this Agreement shall be determined to be unenforceable by a
court of competent jurisdiction, such determination will not affect any other provision of this
Agreement.
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12.06 Counterparts.This Agreement may be executed in several counterparts, each of which shall be
deemed an original.
12.07 Verification of Work Authorization.The extent applicable, all parties and any subcontractors
hired for purposes of fulfilling any obligations under this Agreement or any Operating
Agreement or Funding Agreement contemplated by this Agreement,will comply with the
requirements of Article 2 of Chapter 64 of the North Carolina General Statues, "Verification of
Work Authorization," and will provide documentation or sign affidavits or any other
documents requested by either party demonstrating such compliance.
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The Transit Governance Interlocal Agreement between Orange County, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization, and Research Triangle Regional Public Transportation Authority
was by the Orange County Board of Commissioners by a vote of on
' 2022.
ATTEST: ORANGE COUNTY, NORTH CAROLINA
BY: BY:
TITLE: TITLE: Chairperson, Board of County Commissioners
The Transit Governance Interlocal Agreement between Orange County, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization, and Research Triangle Regional Public Transportation Authority
was by the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization Board
by a vote of on ,
ATTEST: DURHAM-CHAPEL HILL-CARRBORO
METROPOLITAN PLANNING ORGANIZATION
BY: BY:
TITLE: TITLE: Chairperson, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization Board
The Transit Governance Interlocal Agreement between Orange County, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization, and Research Triangle Regional Public Transportation Authority
was by the Research Triangle Regional Public Transportation Authority d/b/a
GoTriangle by a vote of on ,
ATTEST: RESEARCH TRIANGLE REGIONAL PUBLIC
TRANSPORTATION AUTHORITY D/B/A
GOTRIANGLE
BY: BY:
TITLE: TITLE: Chairperson, Board of Trustees