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HomeMy WebLinkAboutOTHER-2023-011 Transit Governance Interlocal Agreement between Orange County Durham-Chapel Hill-Carrboro Metropolitan Planning Organization and Research Triangle Regional Public Transportation Authority i i Transit Governance L Interlocal Agreement Between Orange County G is 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 a 023 , b and g ( Y Y 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 Count DCHC MPO and GoTriangle, all of which havesped fic roles in the g Y, g 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 269 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 . 13 & 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 Districts 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 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 . 160A461 etseq . 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 II Definitions 2001 "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 t' overhead costs related to Tax District functions . The annual operating budget shall be budgeted by major fund . The annual operating budget shall also contain the annual administrative is 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 . 2006 " 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 Comprehensive Participation Agreement . 2 . 07 " Capital Projects" shall mean purchase of land or interests in lands 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 ) . 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. Adiustment 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 IVITP . 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 Global Agreements ; and h . Multi -year Operating Agreements or Global 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, 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 after FY23 shall be subject to the sole discretion of the GoTriangle Board of Trustees approval . If the GoTriangle Board of Trustees chooses to suspend any allocations of the Vehicle Rental Tax to Orange County, the Board of Trustees shall provide said county with three ( 3 ) months' notice of such suspension . 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 . 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 " Global 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 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 Comprehensive 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 : 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 DCHGMPO 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. 2 . 040 " Comprehensive Participation Agreement" shall mean an agreement that formally invites parties to participate in plan implementation elements that are not explicitly parties to this Transit Governance Interlocal Agreement . 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 " ) L, 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 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 . 041, 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 Plans 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 Plans 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 Elements 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 i deadline . Lead Agency assignment for SWG Administration shall be recommended by the SWG to all three governing boards represented through this Agreement for approval . i 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 . 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 . j 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 Pa rty . 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 . 105473 ( 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 : Orange County Attn : County Manager 300 West Tryon Street PO Box 8181 Hillsborough , NC 27278 With a copy to : Orange County Attorney 300 West Tryon Street PO Box 8181 Hillsborough , NC 27278 For DCHGMPO : Durham Chapel Hill Carrboro Metropolitan Planning Organization Attn : Executive Director 101 City Hall Plaza Durham , NC 27701 For GoTriangle : GoTriangle Attn : General Manager PO Box 13787 Research Triangle Park, NC 27709 With a copy to Attn : GoTriangle General Counsel PO Box 13787 Research Triangle Park, NC 27709 i i 4 . 03 Amendment . The Parties will conduct a coordinated review of the Agreement at least every four j ( 4 ) years to consider any desired updates through the Agreement amendment process . If any I Party desires to amend the Agreement outside the ( 4 ) four-year review cycle, 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 DCHGMPO 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 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 - 6A4, the " Iran Divestment Act Certification " s 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 et seq . ; 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 DCHGMPO 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 Districts 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 DCHGMPO Executive Boards g . Shall coordinate approval of the Multi -Year Vision Plan by the DCHGMPO Executive Boards 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 - 6A4, the " Iran Divestment Act Certification " ; 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; i t e . Shall distribute the Financial Plan to each unit of local government within its jurisdiction in accordance with N . C . G . S . 105 - 508 . 10 f. Shall use or expend all Dedicated Local Funding Sources only as specifically budgeted in the approved Orange County Transit Annual Work Programs 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; f 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 ; 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 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 Plans m . Shall , in connection with the financing of capital facilities outside of Orange County, unless such financing is agreed to or approved by the Orange County Board of Commissioners through project/ umbrella agreements ( for projects that are debt eligible ) between the County, GoTriangle and /or project sponsor ( if not GoTriangle ) , include provisions in all applicable financing and agreement- related documentation to the effect that these funds shall not be used to pay debt service or fund operating expenses or other costs associated with such capital facilities or the operation thereof i 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 ; 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 - 6A4, 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 : i= a . Provide staff to serve on the SWG ; b . Enter into Global/Capital Funding Agreements and Global /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 Global/Capital Funding Agreements and Global /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 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 Comprehensive Participation Agreement . Parties to this Interlocal Agreement shall endeavor to develop global - 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 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 global 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 . 15943 , 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 accordance with the Annual Work Program Development Calendar or agreed upon schedule to meet the needs for the Multiyear 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 1 % 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 15' 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 15t" . 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 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 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 XI 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 . 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 . The Transit Governance Interlocal Agreement between Orange County, Durham - Chapel Hill - Carrboro rl Metropolitan PI nning Organization , and Research Triangle Regional Public Transportation Authority was by the Orange County Board of Commissioners by a vote of — on 2023 . ATTEST • ORANGE COUNTY, NORTH CAROLINA is BY : BY : a4toeozo TITLE : 40(AA-60 owd 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 012pro va by the Durham - Chapel Hill - Carrboro Metropolitan Planning Organization Board by a vote of i - Q on ATTEST : DURHAM -CHAPEL HILL-CARRBORO METROPOLITAN PLANNING ORGANIZATI �BY ,• ' Tz, ✓�Z BY : I A�CA TITLE : T��s;`, �,� S� alecl d. ,,hr�f �,.- TITLEQetropolitan airpeVon , Durham - Chapel Hill - Carrboro 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 led by the Research Triangle Regional Public Transportat ' n Authority d / b/a GoTri ngle by a vote of -� on FCA - � Z � � . ATTEST : RESEARCH TRI k REGIONAL PUBLIC TRANSPORT I N AUTHORITY D/ B/A GOTRIANG BY : �/JC By: TITLE . TITLE : Chairperson , Board of Trustees . . S � n