HomeMy WebLinkAboutOTHER-2023-048 Orange County Transit Governance Attachment 1
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ORANGE COUNTY TRANSIT COMPREHENSIVE PARTICIPATION AGREEMENT
( " PARTICIPATION AGREEMENT " )
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Between
TRANSIT GOVERNANCE INTERLOCAL AGREEMENT (ILA) PARTIES :
RESEARCH TRIANGLE REGIONAL PUBLIC TRANSPORTATION AUTHORITY
( " GoTriangle " ) , DURIIAM- CHAPEL HILL- CARRBORO METROPOLITAN
PLANNING ORGANIZATION ( " DCHC MPO " ) , and COUNTY OF ORANGE ( " Orange
County " )
And
The TOWN OF CHAPEL HILL , TOWN OF CARBORRO , TOWN OF
HILLSBOROUGH, and CITY OF MEBANE
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(All parties collectively referred to herein as " Parties " )
And Parties will further coordinate with
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IMPLEMENTATION PARTNERS
TRIANGLE J COUNCIL OF GOVERNMENTS ("TJCOG") , and UNIVERSITY OF
NORTH CAROLINA, CHAPEL HILL ("UNC Chapel Hill")
As current and/or future partners through specific project agreements that shall
incorporate the terms of this document
WITNESSETH :
WHEREAS , the Parties to this Agreement and the Implementation Partners , have or may
have specific roles in public transit implementation and public transit infrastructure support in
Orange County, they have determined it is in their best interest and that of their constituents to
coordinate future public transit planning, funding, expansion and .construction; and
WHEREAS , in conjunction with the Orange County Transit Multi-Year Vision Plan, the
Governance ILA Parties adopted the Orange County Transit Governance Interlocal Agreement
( " Governance ILA " ) that creates a governance structure for the implementation of the Orange
County Transit Multi-Year Vision Plan by and through the Orange County Transit Annual
Work Program; and
WHEREAS , the Governance ILA establishes the Staff Working Group ( " SWG " ) ,
comprised of staff representatives from the Governance ILA Parties and the Implementation
Partners , and charged the SWG with coordinating and recommending the planning and
implementation aspects of the Orange County Transit Annual Work Program; and
WHEREAS , the Parties , and the Implementation Partners intend to implement an inclusive
and cooperative process to continuously develop and improve the Orange County Transit Multi-
year Vision Plan. They will further develop a public involvement plan to guide the Parties ' and
SWG ' s coordinated efforts for engagement aligned with federal, state and local policies and
guidelines ; and
WHEREAS the Parties and Partners collectively make recommendations, develop and
review the Orange County Transit Annual Work Program; and
WHEREAS the Parties have a formal role in approving the Orange County Transit Annual
Work Program through structured representation on the Orange County Board of
Commissioners , DCHC MPO Board, and GoTriangle Board of Trustees as the ILA defines
their oversight and jurisdiction regarding the Orange County Transit Annual Work Program
development and implementation; and
WHEREAS , this Participation Agreement serves as the Comprehensive Participation
Agreement as formally defined in Section 2 . 040 in the Governance ILA to establish standards
that will govern the Parties ' and Partners ' eligibility for inclusion of sponsored Implementation
Elements in the Orange County Transit Annual Work Program and receipt of any funding
allocation from Orange County Transit Tax Revenue and other Dedicated Local Transit
Funding Sources ; evidence of the Parties ' acceptance of the most upAo - date Orange County
Transit Annual Work Program (now and in the future) and the associated annual update
process ; and confirm the Parties ' roles in carrying out Staff Working Group (SWG)
responsibilities ; and
WHEREAS , local Governmental Parties are authorized to enter into this Participation
Agreement pursuant to , inter alia, N . C . G . S . 160A-20 . 1 ; 160A-312 ; 160A-313 ; 160A- 610 ;
153A-275 ; 153A-276 ; and 153A449 ; and
NOW THEREFORE , in consideration of the above recitals and the mutual covenants herein
contained, the Parties hereto agree as follows :
ARTICLE I
PURPOSE , SCOPE & LIMITATION OF AUTHORITY,
RESPONSIBILITIES , TERM & EFFECTIVE DATE
1 . 01 Purpose . The Parties hereby recognize that the Orange County Transit Multi-Year
Vision Plan, as implemented by the Orange County Transit Annual Work Program, will be the
guidance document for Orange County public transit investment with Local Government
Public Transportation Sales Tax Act revenue and other Locally Dedicated Transit Funding
Sources, as identified in the Orange County Transit Multi-Year Vision Plan. This Agreement
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establishes standards for all Parties and Partners who desire to receive project funding from
Dedicated Local Transit Funding Sources identified in the Orange County Transit Multi-Year
Vision Plan. This Participation Agreement also confirms the Parties ' respective roles for future
planning, design, funding, and implementation of the Orange County Transit Multi-Year
Vision Plan via their roles and responsibilities within the Staff Working Group (SWG) .
1 . 02 Scope & Limitation of Authority . This Participation Agreement is limited to the purposes
enumerated herein . No Party has the right to expand, abridge, limit or constrain the authority or
actions of Orange County, GoTriangle, or the DCHC MPO or the SWG created by the
Governance ILA with respect to the administration of the Orange County Transit Multi- Year
Vision Plan, except as specifically agreed to herein. Nothing herein grants funding for any
Implementation Element (defined herein in Article II) to any Party . Further, any Party receiving
Dedicated Local Transit Funding Source revenue for an Implementation Element is wholly
responsible for the completion of that element as set forth by future project or other specific
agreements between such individual Parties . The Parties hereby recognize that the official
governance and, oversight for the Orange County Transit Multi-Year Vision Plan according to
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the terms of the Governance ILA and this Participation Agreement remains entirely with Orange
County ' s Board of Commissioners , DCHC MPO ' s Policy Board, and the GoTriangle Board of
Trustees .
1 . 03 Responsibilities of the Governance ILA Parties . The Governance ILA Parties have the j
responsibilities and duties set out in the Governance ILA .
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1 . 04 Responsibilities of the Participant Parties and Implementation Partners . The
Participant Parties shall :
(a) Provide staff to serve on the SWG if designated as an SWG member in the Governance
ILA; and
(b) Negotiate and enter into Global/Capital Funding Agreement(s) and/or
Global/Operating Agreement(s) for any project (using the Work Program Project Code
as a unique identifier) .
(c) Receive dedicated Local Transit Funding Sources identified in the Orange County
Multi-Year Transit Vision Plan for Implementation Elements identified within the
Orange County Transit Annual Work Program in accordance with the. agreements
negotiated in (b) .
1 . 05 Term & Effective Date . This Participation Agreement becomes effective upon approval
and execution by the Parties ( " Effective Date ") . The Term of this Participation Agreement shall
be from the Effective Date through a period of seventeen ( 17) years unless otherwise amended
by the prior express written agreement of the Parties .
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ARTICLE 2
DEFINITIONS
2 . 01 " CAPITAL FUNDING AGREEMENT ' An agreement between agencies to provide a
specified amount of funding for an Implementation Element. 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, reporting and
performance and shall adhere to any and all standards outlined in specific project worksheets
through the Orange County Transit Annual Work Program .
2 . 02 " CAPITAL PROJECTS ORDINANCE : " The annual financial ordinance 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 . 03 " COMPONENT UNIT or SEPARATE COMPONENT UNIT : " A unit of local
government within the Tax District that has administrative responsibility for the budget
adoption, operation or, management of specified transit services and associated supporting
implementation elements . The component unit is required to report Orange County Transit
Plan Revenues, including Dedicated Local Transit Funding Sources , expenditures and fund
balance in columns separate from the component ' s financial data in its annual audited
statements .
2 . 04 " GOVERNANCE INTERLOCAL AGREEMENT " or " GOVERNANCE ILA : " The
Transit Governance Interlocal Agreement dated March 8 , 2023 between Research Triangle
Regional Public Transportation Authority ( " GoTriangle " ) , Durham- Chapel Hill- Carrboro
Metropolitan Planning Organization ( " DCHC MPO " ), and Orange County for implementing
public transit services and projects in the fiscally constrained Orange County Transit Multi-
Year Vision Plan. This Governance ILA is included as , Exhibit A to this Agreement.
2 . 05 " IMPLEMENTATION ELEMENT ; " 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 . 06 "IMPLEMENTATION PARTNERS : " The listed signatories to this agreement who are
non-voting members of the Orange County SWG. These implementation partners have roles
supporting implementing elements of the Orange County Transit Annual Work Program.
These partners fulfill their roles and responsibilities as outlined in specific project agreements
to deliver approved implementation elements in the Orange County Transit Annual Work
Program along with the Dedicated Local Transit Funding Sources approved in these project
specific agreements .
2 . 07 " MAJOR FUND ` A fund as defined by the Governmental Accounting Standards Board
( " GASB " ) , is reported in a separate column in the basic fund financial statements and is
subject to a separate audit opinion in the independent auditor' s report . The Tax District shall
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report at a minimum Major Fund for the Orange County Transit Annual Work Program
Operating Funds and a Major Fund for the Orange County Transit Annual Transit Work
Program Capital Funds .
2 . 08 " MULTI-YEAR CAPITAL IMPROVEMENT PLAN " ( " CIP " ) : A multi-year document
that identifies projected capital projects by year, project sponsors responsible for undertaking
these projects , the financial costs , and anticipated funding sources , and projected operating
costs associated with those projects . The CIP shall be coordinated with the Metropolitan
Transportation Plan, the Transportation Improvement Program, and the annual program of
projects developed and maintained by the DCHC MPO which is the designated recipient of
federal formula transit grants . The plan shall be consistent with submittal deadlines for the
Transportation Improvement Program and the horizon years of the Metropolitan
Transportation Plan .
2 . 09 "MULTI-YEAR SERVICE IMPLEMENTATION PLAN : " A document or documents
that detail how transit services , including expansion and reduction, are to be 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 respect to anticipated funding, public outreach, and the extent to which the
different operator ' s plans connect services between them.
2 . 10 " OPERATING AGREEMENT : " An agreement or operating plan between one or more
Parties or Implementation Partners , the Tax District and others as needed to provide an
Implementation Element. The agreement shall state the details of the service to be provided and
detail expectations on funding, responsibilities , schedule, and performance and shall adhere to
any and all standards outlined in specific project worksheets through the Orange County Transit
Annual Work Program .
2 . 13 " OPERATING BUDGET ORDINANCE " The annual financial budget ordinance for the
Orange Transit maj or operating fund pursuant to N . C . G . S . Chapter 159 . The ordinance includes
the funds for the operations of implementation elements identified in the Orange County Transit
Annual Work Program, allocations for reserves , and transfers to * other maj or funds identified
by the Component Unit (ex . Orange Transit) . The Operating Budget Ordinance must include
the Component Unit ' s general administrative expenses designated separately from a Project ' s
Operating Funds .
2 . 14 " SPECIAL DISTRICT " or " TAX DISTRICT ` 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 . 15 " STAFF WORKING GROUP " or " SWG : " The committee as created by the
Governance ILA . The SWG is jointly charged by all parties to this Agreement, including the
Implementation Partners , to coordinate and develop the Orange County Transit Annual Work
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Program, the Orange County Transit Multi-Year Vision Plan, and serve in an advisory role to
the Orange County Board of Commissioners , DCHC MPO Board, and GoTriangle Board of
Trustees in their review consideration, and approval of these two documents .
2 . 16 SUBCOMPONENT UNIT : The subcomponent unit is required to report its financial
information as aggregated at the COMPONENT UNIT level and not separately stated .
Durham County Transit Plan Revenues , including Dedicated Local Transit Funding Sources,
expenditures and fund balance in columns separate from the component ' s financial data in its
annual audited statements .
2 . 17 " DEDICATED LOCAL TRANSIT FUNDING SOURCES : " All revenues derived from
transit funding sources designated for use in the Orange County Transit Multi-Year Vision Plan.
These shall include but are not limited to items defined through the Governance ILA in Section
2 . 012 .
2 . 18 " TRANSIT PLAN" or "MULTI-YEAR VISION PLAN : " The comprehensive multi-
year vision plan for transit operating and capital needs over a period of time of at least the
next 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, as further defined in the
Governance ILA in Section 2 . 038 .
2 . 19 " ORANGE COUNTY TRANSIT ANNUAL WORK PROGRAM " or " WORK
PROGRAM : " shall mean the comprehensive annual program for transit capital and operations
annually presented by the SWG which shall include the separate components further defined in
the Governance ILA in Section 2 . 011 . . . .
2 . 20 " GLOBAL AGREEMENT : " An Operating or Capital Funding agreement that
encompasses a discrete logical grouping of capital projects , transit operations , or studies .
ARTICLE 3
STAFF WORKING GROUP
3 . 01 Scope & Authorization . The Governance ILA establishes and enables the Staff
Working Group . The Parties confirm their commitment to serve on the SWG and to carry out
their SWG membership responsibilities by executing this participation agreement .
3 . 02 Membership . SWG Membership includes voting & non-voting categories
a) Voting members : two (2) staff persons appointed by each of the Governance ILA
Parties ; two (2) staff persons appointed by the Town of Chapel Hill ; one ( 1 ) staff person
appointed by the Town of Carrboro , Town of Hillsborough, and City of Mebane
b) Non-Voting members . Each of the Implementation Parties must appoint one ( 1 ) staff
person
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c) Each member may designate one ( 1 ) alternate empowered to fully participate in the SWG
in the absence of the appointed staff person .
3 . 03 Bylaws . The SWG must enact bylaws . The SWG bylaws will govern quorum and voting
standards, SWG operations and responsibilities , and, scheduling of efforts to develop the
Orange County Transit Annual Work Program and the Orange County Transit Multi-Year
Vision Plan.
3 . 04 SWG Responsibility for the annual Orange County Transit Annual Work
Program . Subject to the Governance ILA, the SWG shall develop annual recommendations
for the review and approval of the governing bodies . This work program approval process is
documented in Article VII of the Governance ILA . Recommendations shall be developed for
each of the following Orange County Transit Annual Work Program components .
(a) Annual Work Program, including all the separate elements defined in Section 2 . 011 of
the Governance ILA
(b) Multi-Year Service Implementation & Capital Improvement Plans
(c) Templates containing minimum standards for prof ect and financial reports
(d) Designation of project sponsors (agencies responsible for each respective capital and
operating project) , including agencies responsible for each Implementation Element;
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(e) A strategy for each Implementation Element which includes a scope, schedule, prof ect
boundaries , an estimated budget, specifies the sponsoring agency/jurisdiction, purpose
and goals and (defines the standard for individual project/Implementation Element
worksheets)
(f) An articulated strategy for incorporating or accounting for public outreach, involvement,
and communication with all components in the annual work program .
(g) Facilitation to transcribe project worksheets (composition outlined in 3 . 04 (e) above) into
Global/Project Agreements .
The SWG shall reference the fiscal year 2024 Work Program Development process , which is to
be recognized as the baseline for future work program development cycles and corresponding
global/project agreement needs , as long as this Agreement and Governance ILA serve as the
governing documents for county transit plan implementation efforts .
ibility for Engagement with Elected Officials . The SWG shall schedule
3 . 05 SWG Respons
touchpoints on an annual basis with appropriate bodies of elected officials who either serve as a
governing board through the Governance ILA or are responsible for a projects) through the
Orange County Transit Annual Work Program . These touchpoints shall be scheduled to allow
for elected officials to .
(a) Provide feedback on the draft Annual Work Program
(b) Receive as information, and provide feedback as necessary, regarding progress reports
developed on a quarterly basis .
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3 . 06 Non-Delegation . The SWG cannot delegate its responsibility to review and present the
documents and products defined in Section 3 . 04 .
3 . 07 Right to Inspect . All Parties to this Participation Agreement, or their authorized
representative(s) , shall have the right to inspect, examine, and make copies of project work
products as they deem necessary for the operation and dayAo day business of the SWG or as
specifically requested by formal action of any one of the parties ' governing bodies . The SWG
shall maintain all its records in a manner which facilitates review by the Parties and
Implementation Partners ,
ARTICLE IV
ELIGIBILITY FOR ORANGE COUNTY TRANSIT TAX REVENUE FUNDING
4 . 01 Requirements for Inclusion in the Orange County Transit Annual Work Program .
Only Parties in good standing to this Participation Agreement, Implementation Partners
recognized through the Staff Working Group, or other partners as deemed critical, may request
inclusion of an Implementation Element in the Orange County Transit Annual Work Program .
The Parties agree that the terms and conditions of this agreement are pre-requisites to requesting
and receiving Orange County Transit Tax Revenues funding allocations .
4 . 02 Implementation . An Operating or Capital Project Funding Agreement shall be required
to support each implementation element submitted by each project sponsor identified in the
Orange County Transit Annual Work Program except as specified in Section 4 . 03 . Parties to
this Comprehensive Participation 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 requirements further defined in
Section 7 . 07 of the Governance ILA . Signatory authorizations to any Global/Project
Agreements shall be determined by the minimum financial threshold by any party to such
agreement .
4 . 03 Grace Period for Legacy Projects . Active project supported by Orange County Transit
Plan Revenues or other Dedicated Local Transit Funding Sources at the time of execution of
this Agreement and projects in the adopted Fiscal Year 2024 Work Program shall be eligible
for continued funding through the end of Fiscal Year 2024 (Grace Period) . If a
global/operating or global/capital project funding agreement that conforms to the conditions in
this Agreement is not in place prior to the start of Fiscal Year 2025 , the project shall no longer
be eligible for ongoing/additional funding until such Agreement is in place .
4 . 04 Capital/Operating Agreement Development. Each Capital Funding Agreement and
Operating Agreement entered into by any of the Parties or the Partners must contain all
components defined in this Participation Agreement . If any Implementation Agreement
involves federal or state funding must in addition contain those elements required to maintain
eligibility for such funds .
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4 . 05 Capital Improvement Program (CIP) Review. Each year ' s work program
development process shall include a review of the CIP to determine which, if any, projects no
longer meet the needs of the overall transit plan . Goal for this would be to remove such
projects) and reallocate funding as necessary to other areas of need .
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4 . 06 Good Faith Effort. For any Party to this Agreement, or any involved Implementation
Partner, that is unable to deliver a project as included in the Annual Work Program due to
issues outside their control, Parties to a specific Project Agreement will work with the Staff
Working Group through good faith to determine appropriate action to help resolve issues and
facilitate delivery of said project . Parties shall reference supporting Orange County Transit
Financial Policies and Procedures to guide the resolution process .
ARTICLE V
SUPPLANTATION/SUPPLEMENTATION
5 . 01 As of the Effective Date of this Participation Agreement, N . C . G . S . § 105 - 508 . 2 and
N . C . G . S § 105 - 564 require that Special District net tax proceeds must supplement . and not
supplant existing public transportation systems ' funds or other resources as defined in Section
2 . 012 of the Governance ILA . The Parties acknowledge that the only funds subject to these
requirements as of the execution of this Participation Agreement are .
(a) 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 ( 1 /2 %) percent (non-
supplantation cited in N. C. G. S 105-507. 3 . b) ;
(b) 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) .
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5 . 02 All Parties may pursue additional state and federal funding sources , which are not
controlled locally, when appropriate for implementation of eligible projects . The use of
existing funds or other resources , including state and federal funds, must be documented and
ilable as a condition of receiving Orange County Transit Tax Revenue or
made publicly ava
other Locally Dedicated Transit Funding Sources . To the extent permitted by law, any audits
required as a condition of receiving the identified funding sources shall be available for public
inspection as well .
5 . 03 The most recently audited and reported local fiscal year prior to the January 15 , 2012 of
the one half (/2 %) percent Public Transportation Sales Tax Act local option sales and use tax
as defined by N . C . G. S . 105 - 508 is the baseline for comparing all Parties ' annual budgets for
the Agreement.
5 . 04 Nothing herein shall be construed to modify, abridge, or deny the authority or discretion
of any Party 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 Participation Agreement .
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5 . 05 All Parties shall work together in good faith to determine if the Participation Agreement ' s
intent and purpose can be accomplished by executing necessary Amendments if statutory
language in or judicial interpretation of N . C . G. S 105 - 508 . 2 or N . C . G. S 105 - 564 changes after
Participation Agreement, execution.
ARTICLE VI
AMENDMENT , TERMINATION AND NOTICE
6 . 01 Amendment . This Participation Agreement may be amended to add or remove Parties or
to change content . After the Effective Date of this Participation Agreement, any Eligible
Participant Party or Governance ILA Party may become a Party to this Participation Agreement
upon execution of the Participation Agreement by an authorized designee of that Party' s
governing board (or equivalent) . If any Party proposes to amend Participation Agreement
content, then the proposed amendment and the reasons for the proposed amendment must be
communicated in writing to the SWG. All the Parties that have executed the Participation
Agreement must adopt the amendment . The Parties will conduct a review of the Agreement at
least every four (4) years to consider any desired updates through the Agreement through the
Amendment process . If any Party desires to amend the Agreement outside the four (4) year
review cycle, then the proposed amendment and the reasons for the proposed amendment shall
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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 Durham 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 inst
rument properly authorized and executed by the
governing boards of each Party to this Agreement .
6 . 02 Termination upon a year' s notice . Any Party may terminate its obligations to this
Participation Agreement by giving written notice of intent to terminate to the other Parties at
least one ( 1 ) year prior to the effective termination date . A withdrawing Party must fulfill all
obligations and duties of their Implementation Agreements unless such Agreements are
terminated in accordance with their provisions . Any Party terminating participation is ineligible
for future Orange County Transit Tax Revenue Funding or other Locally Dedicated Transit
Funding Sources for any Implementation Element until and unless the Party re- enters into the
Participation Agreement .
6 . 03 Cooperation Provisions . In the event of a termination, the terminating Party must fulfill
existing and unperformed obligations until the effective termination date . The Participation
Agreement remains in effect for the remaining Parties . The non-withdrawing Parties , beginning
at the time notice of termination is received, shall work together in good faith to determine if the
Participation Agreement ' s intent and purpose can be accomplished by executing necessary
amendments and/or adding necessary Parties to perform the executory obligations of the
withdrawing Party.
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6 . 04 Notice . Any written or electronic notice required by this Participation Agreement shall
be delivered to the Parties at the following addresses , with a copy where designated for each
party, which copy shall not in and of itself constitute notice :
For DCHC MPO :
Durham Chapel Hill Carrboro Metropolitan Planning Organization
Executive Director
101 City Hall Plaza
Durham, NC 27701
For GoTriangle : GoTriangle General
President/CEO
PO BOX 13787
Research Triangle Park, NC 27709
with a copy to : GoTriangle General Counsel
PO Box 13787
Research Triangle Park, NC 27709
For the Town of Hillsborough :
Town of Hillsborough
Attn : Town Manager
PO Box 429
Hillsborough, NC 27278
with a copy to :
Town of Hillsborough
Attn : Town Attorney
PO Box 429
Hillsborough, NC 27278
For the Town of Carrboro :
Town of Carrboro
Attn : Town Manager
301 W Main Street
Carrboro , NC 27510
with a copy to .
Town of Carrboro
Attn : Town Attorney
301 W Main Street
Carrboro , NC 27510
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For the Town of Chapel Hill :
Town of Chapel Hill
Attn : Town Manager
405 Martin Luther King Jr Blvd
Chapel Hill, NC 27514
with a copy to :
Town of Chapel Hill
Attn : Town Attorney
405 Martin Luther King Jr Blvd
Chapel Hill, NC 27514
For the City of Mebane :
City if Mebane
Attn : City Manager
106 East Washington Street
Mebane, NC 27302
with a copy to :
City of Mebane
Attn : City Attorney,
106 East Washington Street
Mebane, NC 27302
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
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ARTICLE VII I
MISCELLANEOUS PROVISIONS
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7 . 01 Representations and Warranties . The Parties each represent, covenant, and warrant for
the other' s benefit as follows $
(a) Each Party has all necessary authority to enter into this Participation Agreement and to
conduct the processes created by this Participation Agreement. This Participation
Agreement has been executed by each Party ' s governing body . This Participation
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Agreement is a valid and binding obligation of each Party.
(b) To the knowledge of each Party, the execution and delivery of this Participation
Agreement, the fulfillment of or compliance with its terms and conditions , and/or
completing transactions conducted within this Participation Agreement results in a
breach of the terms , conditions and provisions of any agreement or instrument to which a
Party is now a party or by that it is bound or constitutes a default.
(c) To the knowledge of each Party, there is no litigation or other court, or administrative
proceeding pending or threatened affecting the Party' s rights to execute or deliver this
Participation Agreement or to comply with its obligations under this Participation
Agreement .
(d) Neither such Party' s execution and delivery of this Participation Agreement, nor its I "
compliance with its obligations under this Participation Agreement, requires the approval
of any regulatory body or any other entity the approval of which has not been obtained .
(e) The Parties agree to work together in good faith and with all due diligence to provide for
and carry out the purpose of this Participation Agreement ,
7 . 02 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 Party under this
Agreement, the affected party shall engage in the following process :
(a) 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 .
(b) 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 .
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(c) All reasonable requests for information made by one Party to the other shall be honored
in a timely fashion to permit constructive discussion.
(d) The duty to engage in dispute resolution is a material part of this Agreement enforceable
by equitable relief.
(e) 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 .
7 . 03 Waivers of Non- Compliance with Participation Agreement .
(a) No provision of this Participation Agreement may be waived once the grace period as
defined in Section 4 . 03 , as applied to Legacy Projects, has concluded .
(b) Any waiver of a provision or provisions of this document must be formally executed in
accordance with section 7 . 07 of this Participation Agreement .
(c) The failure of any Party to require timely compliance with this agreement or another
agreement executed based upon this agreement shall not affect the right of the other Party
to enforce the provisions of the agreement .
(d) No waiver or acquiescence by a Party to any breach of any provision of an agreement is
to be taken as authorization or a waiver to commit any subsequent breach of that provision
or any other provision.
7 . 04 Governing Law . The parties intend that this Participation Agreement be governed by the
law of the State of North Carolina . Proper venue for any action shall solely be Orange County.
7 . 05 Assignment . No Party may sell or assign any interest in or obligation under this
Participation Agreement without the prior express written consent of the other Parties .
7 . 06 Independence of the Parties . Nothing herein shall be construed to modify, abridge, or
deny the authority or discretion of any Party to independently develop, administer, or control
Implementation Elements pursuant to enumerated authority or funding sources separate from
those outlined in this Participation Agreement .
7 . 07 Execution in Counterparts/Electronic Version of Participation Agreement, This
Participation Agreement may be executed via the use of counterparts . Any Party may convert
the fully executed Participation Agreement to an electronic record pursuant to a North Carolina
Department of Natural and Cultural Resources approved procedure and process for record
retention purposes . Such electronic record of the Participation Agreement shall be deemed for
all purposes to be an executed Participation Agreement .
7 . 08 No Waiver of Sovereign Immunity . Nothing in this Participation Agreement shall be
construed to mandate purchase of insurance by Orange County pursuant to N . C . G. S . 153A435
or purchase of insurance by any municipality pursuant to N . C . G . S . 160A485 ; or to in any other
14
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way waive any Party' s defense of sovereign or governmental immunity from any cause of action
alleged or brought against any Party for any reason if otherwise available as a matter of law.
7 . 09 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 Participation Agreement or
any other documents related to associated transactions . Such officers , agents , or employees
execute this Participation 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.
7 . 10 Verification of Work Authorization ; Iran Divestment " Act . All Parties , and any
permitted subcontractors , must comply with Article 2 , Chapter 64, of the North Carolina General
Statutes . The Parties hereby certify that they, and all permitted subcontractors , if any, are not on
the Iran Final Divestment List created by the North Carolina State Treasurer pursuant to
N . C . G. S . 147- 86 . 58 .
7 . 11 Third-Party Beneficiaries . There are no third-party beneficiaries to this Participation
Agreement .
15
The Comprehensive Participation Agreement between Orange County, Durham- Chapel Hill-Canboro
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro, Town of Hillsborough, and City of Mebane was ` ,j 1 by
the Orange County Board of Commissioners by a vote of ( onlute.Ao , 2023 .
ATT S ORANGE COUNTY, NORTH CAROLINA
BYO aaa/ BY :
TITLE , � . TITL Chairperson, Board of County Commissioners
The Comprehensive Participation Agreement between Orange County, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro, Town of Hillsborough, and City of Mebane was by
the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization Board by a vote of
on , 2023 .
ATTEST : DURHAM- CHAPEL HILL- CARRBORO
METROPOLITAN PLANNING ORGANIZATION
BY : BY :
TITLE : TITLE : Chairperson, Durham-Chapel Hill- Carrboro
Metropolitan Planning Organization Board
The Comprehensive Participation Agreement between Orange County, Durham- Chapel Hill-Carrboro
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro , Town of Hillsborough, and City of Mebane was by
the GoTriangle Board of Trustees by a vote of on 520234
ATTEST : RESEARCH TRIANGLE REGIONAL PUBLIC
TRANSPORTATION AUTHORITY D/B/A
GOTRIANGLE
BY: BY :
TITLE : TITLE : Chairperson, Board of Trustees
16
i
I
The Comprehensive Participation Agreement between Orange County, Durham- Chapel Hill-Carrboro j
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro , Town of Hillsborough, and City of Mebane was by
the Town of Chapel Hill Town Council by a vote of on , 2023 .
ATTEST : TOWN OF CHAPEL HILL, NORTH CAROLINA
BY : BY :
TITLE : TITLE : Chairperson, Town Council
The Comprehensive Participation Agreement between Orange County, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro, Town of Hillsborough, and City of Mebane was by
the Town of Carrboro Town Council by a vote of on , 2023 .
ATTEST : TOWN OF CARRBORO , NORTH CAROLINA
BY : BY :
TITLE : TITLE : Chairperson, Town Council
The Comprehensive Participation Agreement between Orange County, Durham-Chapel Hill-Carrboro
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro, Town of Hillsborough, and City of Mebane was by f
the Town of Hillsborough Board of Commissioners by a vote of on , 2023 .
!i
ATTEST : TOWN OF HILLSBOROUGH, NORTH
CAROLINA
BY : BY : "
TITLE : TITLE : Chairperson, Board of Commissioners
The Comprehensive Participation Agreement between Orange County, Durham- Chapel Hill- Carrboro
Metropolitan Planning Organization, Research Triangle Regional Public Transportation Authority, Town
of Chapel Hill, Town of Carrboro, Town of Hillsborough, and City of Mebane was by
the City of Mebane Town Council by a vote of on , 2023 .
ATTEST : CITY OF MEBANE , NORTH CAROLINA
BY : B :Y
TITLE . TITLE : Chairperson, City Council
17