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Agenda - 12-02-2024; 6-a - Orange County Global Agreement for Capital
1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: December 2, 2024 Action Agenda Item No. 6-a SUBJECT: Orange County Global Agreement for Capital DEPARTMENT: Orange County Transportation Services ATTACHMENT(S): INFORMATION CONTACT: 1. June 20, 2023 Agenda Abstract Nishith Trivedi, Transportation Director, Package Regarding Transit Tax 919-245-2007 Governance 2. Transit Tax Interlocal Implementation Agreement 3. Global Agreement — Operating 4. Global Agreement — Capital PURPOSE: To approve the Orange County Global Agreement for Capital and authorize County Manager to sign. BACKGROUND: On June 20, 2023, the Board of County Commissioners and GoTriangle, in collaboration with the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization and member jurisdictions, adopted a new governance (Attachment 1) for the Transit Tax following revisions to the Interlocal Implementation Agreement. A key component of the governance is the Comprehensive Participation Agreement, which provides each member with a voting seat on the Staff Work Group (SWG). It also requires all members to sign a Global Agreement for both capital and operating projects identified in the Annual Work Program. The agreement outlines the following responsibilities for each member (e.g. participating parties or implementation partners): 1.04 Responsibilities of Participant Parties and Implementation Partners The Participant Parties shall: a) Designate staff to serve on the SWG if identified as a member in the Governance Interlocal Agreement (ILA); b) Negotiate and execute Global Capital and/or Operating Agreements for any project, using the Work Program Project Code as a unique identifier; and c) Receive allocated Local Transit Funding Sources as outlined 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 established in (b). Each member also agreed that these Global Agreements must be completed before funds are distributed or projects are initiated (Article IV, Section 4.02). This governance framework enhances accountability among agencies (e.g., GoTriangle, Chapel Hill Transit) and local governments, ensuring timely and transparent delivery of projects. Furthermore, it addresses updates to the 2023 Interlocal Agreement, which removes the allocation of specific transit tax reimbursement percentages for individual agencies or parties (Attachment 2). 2 At the November 14, 2023 Business meeting, the Board of Commissioners approved Orange County's Global Agreement (Attachment 3) covering all operating projects for Orange County Transportation Services funded by the transit tax. Orange County currently has two (2) capital projects requiring a Global Agreement (Attachment 4) for reimbursement: 1. Procurement of five (5) mobility-on-demand electric vehicles, and 2. Implementation of TripSpark (formerly Trapeze), a platform consolidating all transit management technologies into one (1) system. Information is attached and a presentation at the meeting will summarize the 2023 Transit Tax Interlocal Implementation Agreement and Governance, as approved by the respective partners. Orange County Transportation Services requests the approval of Global Agreement for Capital projects (Attachment 4) and authorize County Manager to sign. FINANCIAL IMPACT: There is no financial Impact associated with this item. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 4: MULTI-MODAL TRANSPORTATION OBJECTIVE 2. Increase community awareness of all modes of transportation including transit, bike and pedestrian, vehicle, and all other modes. OBJECTIVE 3. Support road projects that address congestion and reduce commute time using the County' s Complete Streets policy. OBJECTIVE 4. Coordinate transit investments with municipal and county land use planning to reduce vehicle miles travelled and to provide more equitable access to shopping, employment, medical centers, college campuses, etc. OBJECTIVE 5. Invest in implementing the County' s Safe Routes to Schools plan. OBJECTIVE 6. Update transportation related plans to provide more multi- modal options including rural Orange County. RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the County Manager to sign the Global Agreement for Capital (Attachment 4). 3 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 20, 2023 Action Agenda Item No. 8-1 SUBJECT: Orange County Transit Governance DEPARTMENT: Orange County Transportation Services (OCTS) ATTACHMENT(S): INFORMATION CONTACT: 1. Comprehensive Participation Nishith Trivedi, Transportation Director, Agreements 919-245-2007 2. Financial Policies & Procedures Adam Howell, AICP, Atkins Global, 704- 3. Work Program Amendment Policy 665-4423 4. Staff Working Group (SWG) Bylaws & Operating Procedures PURPOSE: To consider adoption of the four elements for each of Durham and Orange County's Transit Plan Implementation Efforts. BACKGROUND: The Durham and Orange Transit Governance Interlocal Agreements (ILA), executed in Spring of 2023, required the County and regional governing board partners to review and adopt a Policies & Procedures Manual, comprised of four components: 1. Comprehensive Participation Agreement (CPA) (Attachment 1): Formally invites the local municipalities in each County to be a party to transit plan implementation efforts. It also formally recognizes the ex-officio (non-voting) members of each County's Staff Working Group (SWG) as `Implementation Partners' that will require future coordination through specific project agreements when appropriate. While it draws from each County's Transit Governance ILAs to further apply towards municipalities and implementation partners (exclusive of state statute requirements that only apply to ILA Parties), it specifically defines criteria for eligibility to receive future County Transit Tax Revenue Funding. 2. Financial Policies & Procedures (FPP) (Attachment 2): Serves the Parties and Partners as a comprehensive manual regarding relevant financial policies and procedures for the purposes of transit plan implementation. This document includes: a. Operating Fund Balance and Liquidity Policy and Guidelines b. Billing, Payment and Reimbursement Policy and Guidelines c. Debt Policy and Guidelines d. Increased Cost of Existing Services (ICES) e. Carryover Policy (originally approved in 2021, incorporated here for continuity) f. Bus Operating Cost Per Hour Policy g. Exhibit— GoTriangle Financial Policies & Procedures (for reference) 4 3. Work Program Amendment Policy (Attachment 3): Serves the Parties and Partners as a comprehensive and clear set of thresholds to define a minor vs. major amendment, and associated protocols as to who would need to approve such amendments during prescribed amendment cycles. It also outlines core roles and responsibilities for the SWG Administrator and GoTriangle regarding the processing, review and submission for consideration of any proposed Work Program Amendments. 4. SWG Bylaws & Operating Procedures (Attachment 4): Serves the Parties and Partners as the formal set of bylaws and clear set of operating procedures for how the SWG is to function, elect officers, and foster collaboration throughout each year to achieve annual work program development needs for transit plan implementation. All local municipalities, both counties, GoTriangle and the Durham-Chapel Hill-Carrboro Metropolitan Organization (DCHC MPO) have been engaging in a series of workshops in 2023. These workshops were facilitated to work through complex details regarding how best to streamline processes, but also equitably operationalize transit plan implementation efforts for all. The remaining background information below is context that informs the purpose and need for the overall Durham-Orange Transit Governance Study. In the early 2010's, Orange County approved a county-wide transit plan, which included a joint recommendation for the development of the Durham-Orange Light Rail Transit (DO LRT) project. In 2013, an interlocal agreement (ILA) was developed and approved by the County Board of Commissioners, DCHC-MPO Board and GoTriangle Board of Trustees. Upon the discontinuation of the DO LRT project, it was realized that a new governance framework was necessary to guide the implementation of future county transit plans. Overall project goals include: • Creation of a clear, operationally efficient governance structure that ensures that Orange County priorities are funded and implemented with the County transit taxes and fees. • Formation of new levels of accountability, which includes development of an equitable set of processes, seeking to gain further community trust. • These needs were defined through five overall elements to be incorporated into a new governance framework: Representative, Equitable, Collaborative, Transparent & Accessible. From these elements, everyone helped to further weigh in on just how much change was necessary to be made on primary elements of the existing framework. The feedback provided leadership and guidance to develop draft alternatives for consideration in a new governance framework. Staff from all three parties to the existing governance framework attended a joint workshop in early March 2022. The workshop focused on critical elements that inform the foundation of a new ILA could offer to all parties. Discussion focused on multiple alternatives of critical elements that comprise the following four areas: Membership, Voting Structures, Financial Planning, and Program & Plan Development. Throughout the summer and fall of 2022, several multi-agency staff meetings were held to work through some of the finer details of the ILA. The result is the final Transit Governance Interlocal Agreement for each County, recently adopted earlier this year. 5 Adoption Process and Next Steps: Across each County, a framework has been drafted to guide appropriate documents to their approving bodies by the end of Fiscal Year 2022-23 (June 30, 2023): • Durham County, Orange County, DCHC MPO and GoTriangle, per the Transit Governance ILAs, will all need to review and approve the Comprehensive Participation Agreements, Financial Policies & Procedures, Work Program Amendment Policies, SWG Bylaws & Operating Procedures. Local jurisdictions in Orange County took the following actions: Carrboro — May 23, 2023 Approved unanimously Chapel Hill — May 24, 2023 Approved unanimously Hillsborough — May 30, 2023 Approved unanimously Mebane — June 5, 2023 Approved unanimously FINANCIAL IMPACT: Orange County receives quarterly reimbursements from Go Triangle for all Orange County specific projects in the Orange County multi-year transit vision plan and as approved in the annual work programs. Orange County does not receive any funds where local jurisdictions or regional agency are the project sponsor (e.g. Hillsborough, Chapel Hill, Carrboro, Mebane, and GoTriangle). SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable to this item: • GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND INEQUITY The fair treatment and meaningful involvement of all people regardless of race or color; religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic background; age; military service; disability; and familial, residential or economic status. • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal impact is applicable to this item: • CLEAN OR AVOIDED TRANSPORTATION Implement programs that monitor and improve local and regional air quality by: 1) promoting public transportation options; 2) decreasing dependence on single-occupancy vehicles, and 3) otherwise minimizing the need for travel. 6 RECOMMENDATION(S): The Manager recommends that the Board adopt the four elements listed above for each of Durham and Orange County's Transit Plan Implementation Efforts (Attachments 1 —4) and authorize the Chair to sign Attachment 1. 7 Attachment 1 ORANGE COUNTY TRANSIT COMPREHENSIVE PARTICIPATION AGREEMENT ("PARTICIPATION AGREEMENT") Between TRANSIT GOVERNANCE INTERLOCAL AGREEMENT (ILA) PARTIES: RESEARCH TRIANGLE REGIONAL PUBLIC TRANSPORTATION AUTHORITY ("GoTriangle"),DURHAM-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 (All parties collectively referred to herein as "Parties") And Parties will further coordinate with 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 8 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 up-to-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 153A-449; and NOW THEREFORE, in consideration of the above recitals and the mutual covenants herein contained, the Parties hereto agree as follows: ARTICLE 1 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 2 9 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 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 responsibilities and duties set out in the Governance ILA. 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. 3 10 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 4 11 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 major 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 major 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 5 12 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 6 13 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 project and financial reports (d) Designation of project sponsors (agencies responsible for each respective capital and operating project), including agencies responsible for each Implementation Element; (e) A strategy for each Implementation Element which includes a scope, schedule,project 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. 3.05 SWG Responsibility for Engagement with Elected Officials. The SWG shall schedule 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 project(s) 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. 7 14 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 day-to 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 parry 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. 8 15 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 project(s) and reallocate funding as necessary to other areas of need. 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). 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 made publicly available as a condition of receiving Orange County Transit Tax Revenue or 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(1/2%)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. 9 16 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 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 instrument 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. 10 17 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 11 18 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 12 19 ARTICLE VII MISCELLANEOUS PROVISIONS 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 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 Parry 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 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. 13 20 (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. 153A-435 or purchase of insurance by any municipality pursuant to N.C.G.S. 160A-485; or to in any other 14 21 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 22 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 Orange County Board of Commissioners by a vote of on ,2023. ATTEST: ORANGE COUNTY,NORTH CAROLINA BY: BY: TITLE: TITLE: 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 92023. 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 32023. ATTEST: RESEARCH TRIANGLE REGIONAL PUBLIC TRANSPORTATION AUTHORITY D/B/A GOTRIANGLE BY: BY: TITLE: TITLE: Chairperson, Board of Trustees 16 23 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 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 the Town of Hillsborough Board of Commissioners by a vote of on , 2023. 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: BY: TITLE: TITLE: Chairperson, City Council 17 24 Attachment 2 Triangle Tax District Orange County—Transit Financial Policies and Guidelines Contents Orange Operating Fund Balance and Liquidity Policy and Guidelines....................................................2 Fund Balance and Liquidity Policy:............................................................................................................2 Procedures:...........................................................................................................................................2 Orange Capital Fund Balance Policy and Guidelines.................................................................................2 Procedures:...........................................................................................................................................3 Orange County Transit Billing, Payment and Reimbursement Policy and Guidelines.............................4 Guidelines: ................................................................................................................................................4 DebtPolicy and Guidelines ..................................................................................................................6 DebtPolicy: ...............................................................................................................................................6 DebtGuidelines:........................................................................................................................................6 Increased Cost of Existing Services(ICES) .............................................................................................9 CarryoverPolicy................................................................................................................................. 11 Capital .....................................................................................................................................................11 Operating................................................................................................................................................11 Bus Operating Cost Per Hour Policy.................................................................................................... 12 Exhibit A: GoTriangle Financial Policies& Procedures(for reference)................................................. 13 25 Orange Operating Fund Balance and Liquidity Policy and Guidelines Purpose: As administrator of the Triangle Tax District, GoTriangle will maintain sound financial practices including minimum fund balance and liquidity requirements. Fund Balance and Liquidity Policy: It is the policy of the Triangle Tax District to maintain both minimum fund balance and cash reserve requirements. Based on the funding sources and responsible fiscal management,the Orange Operating Fund will maintain a fund balance to be used as a resource for expected and unexpected, but agreed upon,financial demands and to demonstrate strong liquidity to credit rating agencies as well as federal and state governments.This information will be used to support applications for additional funding towards Orange County Transit projects, including applications for the issuance of debt, and request federal and state grant resources. A minimum of 90 days unrestricted cash must be maintained in the Orange Operating Fund Cash is defined as 'on-deposit' in the bank account. The policy should be administered under the following requirements: All restricted, committed, assigned and unassigned fund balance, as defined in Governmental Account Standards Board (GASB) Statement 54, may be used in the calculation of the minimum fund balance requirement. Funds may only be spent in accordance with the external guidelines and enabling legislation as defined in Article II of the Orange County Transit Governance ILA. Idle funds as defined in N.C.G.S. 159-30 will be invested in accordance with applicable North Carolina General Statutes and GoTriangle's investment guidelines. Procedures: The Orange County Transit Financial Model for the Orange Operating Fund will include projections of fund balance and annual expenditures.Annual reporting will be provided by GoTriangle to the SWG, Orange County Board of Commissioners, DCHC MPO Policy Board and GoTriangle Board of Trustees, which will allow a review of budget compared to actuals for the Orange Operating Fund. Additionally, this annual review will ensure that sufficient fund balance will be available at year end to meet the adopted reserve requirement as defined above.The Orange County Transit Annual Work Program will include funds allocated, if needed,to maintain the Orange Operating Fund balance to meet financial policy guidelines.To demonstrate progress and compliance with this policy, GoTriangle will include a calculation of this liquidity measure within the statistical section of its Annual Comprehensive Financial Report ("ACFR"). Orange Capital Fund Balance Policy and Guidelines Purpose: As administrator of the Triangle Tax District, GoTriangle will maintain sound financial practices including minimum fund balance requirements. Capital Fund Balance Policy: It is the policy of the Triangle Tax District to maintain a minimum capital fund balance. Based on the nature of the funding sources and responsible fiscal management,the 2 26 Orange Capital Fund will maintain a fund balance to act as a resource for capital project funding shortfalls. The target fund balance for the Orange Capital Fund will be five percent (5%) of a 10-year rolling horizon timeframe to further inform the Orange County Transit Multi-Year Vision Plan's Capital Improvement Plan (CIP). The policy should be administered under the following requirements: The five percent(5%)fund balance will be separate and apart from project contingency budgeted as a part of individual projects appropriated in the Orange Capital Fund. Idle funds as defined by N.C.G.S. 159-30 will be invested in accordance with applicable North Carolina General Statutes and GoTriangle's investment guidelines. Procedures: Projections of the fund balance as a percentage of the Orange County Transit Annual Work Program's CIP will be maintained, demonstrating future compliance with this policy.To demonstrate progress and compliance with this policy, GoTriangle will include a calculation within the statistical section of its ACFR. 3 27 Orange County Transit Billing, Payment and Reimbursement Policy and Guidelines Purpose: As administrator of the Triangle Tax District, GoTriangle will be responsible for the billing, payment and reimbursement of funds that support approved expenditures as part of the Orange County Transit Multi-Year Vision Plan. Policy: It is the policy of the Orange Operating Fund and the Orange Capital Fund and participating local governments and other entities to maintain strong billing, payment and reimbursement practices. Guidelines: Transit expenditures by the participating local governments and other entities are to be budgeted annually and recommended by the SWG and adopted by the Orange County Board of Commissioners and GoTriangle Board of Trustees. The adopted budget ordinances for the Orange Operating Fund,the Orange Capital Fund, and the operating/capital funding agreements with the participating partners are the controlling documents for billing, payments, and reimbursement. Dollars appropriated in the Orange Capital Fund are appropriated pursuant to Section 13.2 of N.C.G.S. Chapter 159 and therefore do not lapse at the end of the year and are available for reimbursement requests for the duration of the respective project unless subsequently amended by Board action or project closeout. Reimbursement payments made for expenditures in conjunction with appropriations from the Orange Operating Fund and the Orange Capital Fund will be made to the participating local governments and other participants after GoTriangle Finance Department has received a request for reimbursement using the pre-established Orange County Transit template and associated required documentation. GoTriangle's reimbursement requests will be paid following review by the Staff Working Group Administrator.All other reimbursement requests will be reviewed by GoTriangle. Upon approval, GoTriangle will send payment to all parties. Payments will be made in accordance with the North Carolina Local Government Budget and Fiscal Control Act. Submissions for reimbursement may be done as often as is efficient and effective for the local participating entity; however, disbursements from GoTriangle are recommended to be completed quarterly but will be no more frequent than on a monthly basis. Advance payments and/or establishment of a working capital fund for specific circumstances may be considered by GoTriangle. The request for reimbursement and supporting documentation should be submitted either in writing or by electronic means as specified in the terms of the operating and capital agreements. Reimbursement requests will include a statement signed by the requesting agency's Finance Officer or designee, stating funds were spent in accordance with the Orange County Transit's Annual Work Program and associated laws, rules and regulations, and the request for funds includes items due and payable. 4 28 Projects that involve federal funding agreements may require additional documentation and review that will be incorporated in project agreements. 5 29 Debt Policy and Guidelines Purpose: As administrator of the Triangle Tax District, GoTriangle may issue debt to support approved capital projects in the Orange County Transit Multi-Year Vision Plan. It is the goal of the SWG that debt issuances will strive to obtain favorable ratings available for transit financing.The debt policy outlines the requirements and criteria set forth to achieve this goal and to advance the Orange County Transit Multi-Year Vision Plan. Debt Policy: It is expected that debt will periodically be issued by GoTriangle in support of the Orange County Transit Multi-Year Vision Plan under the following requirements: Any debt to be issued will be reviewed and recommended by the SWG, approved by the Orange County Board of Commissioners, and approved and authorized by the GoTriangle Special Tax Board (pursuant to N.C.G.S. 160A-167). Per North Carolina Law, debt issuances will be approved by the Local Government Commission. Debt service payments will be made in accordance with the North Carolina Local Government Budget and Fiscal Control Act. Any proposed debt issuance will be evaluated using prospective revenue expenditure amounts, as modeled in the Orange County Transit Financial Model, which is mutually agreed to by the SWG.The Orange Transit Financial Model assumptions will be agreed to annually by the SWG through coordination efforts defined in the Governance ILA. Debt Guidelines: Debt issuances that are incorporated as part of the financial model will be modeled using the following guidelines: It is the goal that all rated debt issued on behalf of approved capital projects in the Orange County Transit Multi-Year Vision Plan will obtain a rating no lower than Al (Moody's) or A+ (S&P/Fitch) and preferable in a double-A category. Actions recommended by the SWG, or adopted by the Orange County Board of Commissioners and GoTriangle Board of Trustees shall not diminish the financial health of Orange Operating and/or Orange Capital Funds. Debt will be issued to ensure sufficient flexibility to meet future obligations outlined in the Orange County Transit Multi-Year Vision Plan and to take advantage of opportunities based on market conditions. The gross debt service coverage ratio will not go below 2 times (2X)gross revenue to annual debt service, excluding short-term principal payments. Gross revenue is defined as Orange County Locally Dedicated Transit Funding Sources as stated in Section 2 of the Orange County Transit Governance ILA, plus additional farebox revenue attributed to services funded by Orange County Locally Dedicated Transit Funding Sources plus any federal funds received. 6 30 The debt service coverage (i.e., the ability to pay debt service after operations) will not go below 1.25 times (1.25X) annual debt service excluding principal payments on short-term debt. Debt service coverage is defined as Orange County Locally Dedicated Transit Funding Sources, plus additional fare box revenue attributed to services funded by Orange County Locally Dedicated Transit Funding sources plus and federal funds received, less the sum of expenses for tax district administration, and transit operations. Upon the full funding of reserves, any cash that maintains the Orange Transit plan in accordance with above mentioned rules may be used as cash funding for capital projects to provide additional sources of funding for capital projects to minimize debt levels. Future bonds issued will conform and adhere to Additional bonds test contained in bond documents, and Debt service coverage ratios of the Orange Operating Funds and Orange Capital Funds Debt Policies A Debt Service Reserve Fund ("DSRF")will be established for debt issuances where the DSRF creates a lower cost of funds and does not exceed the minimum amount permitted under federal tax law. Investment of bond proceeds will be in accordance with all applicable North Carolina statutes and federal tax law. Debt will be structured in a manner consistent with the useful life of related projects, not to exceed a final maturity of 35 years. Principal amortization will be level debt service or faster, except for deferrals of principal in connection with construction period financing or short-term financing related to future receipt of federal and/or state funds. Debt issued in support of the Orange County Transit Multi-Year Vision Plan will be authorized under N.C.G.S. 160A-20. Alternative debt instruments may be evaluated and utilized subject to recommendation by the SWG and approved by the Orange County Board of Commissioners and GoTriangle Board of Trustees. The combined liquidity position of the Orange Capital and Operating Funds shall be a minimum of 180 days unrestricted cash to meet the needs of the Orange County Transit Multi-Year Vision Plan. If a project sponsor seeks repayment for debt issued outside of the Orange County Transit Multi-Year Vision Plan it will be paid after all debt service and operating expenses of the plan have been paid and will subordinate to as debt issued by Tax District Administration. Debt payments reimbursed to the project sponsor will be identified as a yearly capital project and included in all Capital Improvement programs (CIP) upon initial approval. Select SWG members of SWG subcommittee members (if/when applicable) will participate in the following: RFP and/or selection process of: Financial Advisor; Investment Consultant for GoTriangle (as necessary) 7 31 Underwriter(s); Bond Counsel; and any other necessary roles related to GoTriangle debt financing in support of the Orange County Transit Multi-Year Vision Plan Providing assistance as needed for guidance associated with debt issuances to include interactions with rating agencies. 8 32 Increased Cost of Existing Services (ICES) UPDATE Spring 2023—Parties and Implementation Partners will refer to legacy language from prior Transit Governance ILA to define how operators can seek funding to support increased cost of services.This language is shown below. The Orange County Transit Multi-Year Vision Plan (Plan) provides that all funding for bus services will be appropriated based on the supporting financial plan/model to Chapel Hill Transit (CHT), GoTriangle, and Orange Public Transit (OPT).The use of these bus service funds shall be limited to the support of new bus services above and beyond the existing transit system services in place at the time of the adoption of the local option % cent sales tax in November of 2012. However, CHT and OPT may use a portion of the bus service funds provided in the Plan to pay for the increased cost of existing services during the duration of this Agreement in the manner described below. The "CHT Share" shall be a percentage derived by dividing the CHT local expenditures for bus services each year by the total of local expenditures for bus services by both CHT and OPT in that year.The "OPT Share" shall be a percentage derived by dividing the OPT local expenditures for bus services each year by the total of local expenditures for bus services by both CHT and OPT in that year.The respective CHT and OPT local expenditures for bus services in any year shall be based initially upon the audited financial statements for the fiscal year ending June 30, 2011 Local bus services expenditures shall include assigned overhead without any consideration of federal or state financial assistance.The determination of the CHT Share and OPT Share will be made each year thereafter based upon the most recent audited annual local expenditures for bus service by both. CHT may use a portion of the bus services funds provided in the Plan up to a maximum amount that equals the CHT Share percentage of the prior year total receipts from the Orange County local vehicle registration fee of$7.00 permitted by Article 52 of NCGS 105. OPT may use a portion of the bus services funds provided in the Plan up to a maximum amount that equals the OPT Share percentage of the prior year total receipts from the Orange County local vehicle registration fee of$7.00 permitted by Article 62 of NCGS 105. The suggested scenario/formula below is drafted for future consideration by parties and implementation partners upon the next deliberation of the Multi-Year Transit Vision Plan. Purpose:Transit operators in Orange County are able to use one Locally Dedicated Transit Funding Source (the County Vehicle Registration Tax, pursuant to N.C.G.S. 105-570, which is levied at$7.00 per year)to supplement projected increased costs of existing, or baseline, services that were in operation prior to the passage of the County's%cent sales tax dedicated to public transportation investment. ICES Policy: An equitable formula is to be used in determining annual allocations of available funds from the projects County Vehicle Registration Tax for each fiscal year to all operators providing services within Orange County(Chapel Hill Transit, Orange Public Transit&GoTriangle). Variables include: • Total Revenue Service Hours for Fixed Route Bus Services, per provider, at the end of FY2013 • Total Expenditures for Fixed Route Bus Services, per provider, at the end of FY2013 • Average annual historical cost escalation rate, per provider,from FY2013 to current fiscal year 9 33 • Mutually agreed upon cost escalation rate for upcoming fiscal year Step one: Calculate ratio of Fixed Route Bus Revenue Service Hours operated by each agency in Orange County at the end of FY2013. NOTE: GoTriangle will need to account for estimated number of hours of revenue service and associated costs operated ONLY within Orange County at end of FY2013. Step two: Apply the ratio of each operator's revenue service hours to the upcoming fiscal year's County Vehicle Registration Tax projected amount.These three individual ratios will be applied in Step five. Step three: calculate the estimated increased cost of services from FY2013 by escalating Total Expenditures for Fixed Route Bus Services, per provider, at the end of FY2013 (see NOTE for GoTriangle above) using the average annual historical cost escalation rate, per provider,from FY2013 to current fiscal year. Step four:Through agency coordination, a mutually agreed upon escalation rate will be used to calculate the upcoming fiscal year's projected costs for the continuation of baseline services from FY2013. Step five:Apply the ratios realized in Step two to each operator's projected costs calculated in Step four. This will indicate level of funding needed to support those FY2013 baseline services and associated increased cost of those services in the upcoming fiscal year. IF the sum of ICES calculated for the upcoming fiscal year for each agency in step five is greater than the available amount of funding projected to be available from the County Vehicle Registration Tax funding source,then each agency and its governing jurisdiction are responsible for funding for the balance from other local funding sources not already dedicated to supporting local public transportation investments. If the sum of ICES calculated for the upcoming fiscal year for each agency in step five is less than the available amount of funding projected to be available from the County Vehicle Registration Tax funding source,then the SWG will advise the Tax District and associated governing bodies on appropriate allocation into reserves. 10 34 Carryover Policy Capital • Orange County Tax District will work towards development and maintaining a capital reserve fund • Capital project allocations as defined by the transit plan will be reserved and can be drawn on throughout the life of the project as per annual work plan programming • Capital reserve fund dollars appropriated within the annual programming are available for reimbursement requests for the duration of each project unless subsequently amended by Board action or until project closeout. o Upon project closeout, any leftover funds (surplus) will be released and made available for future capital projects upon recommendation from the Orange County Staff Working Group. Operating • Dollars appropriated in the operating fund will lapse at the end of the year as of June 30 • Any unutilized operating funds will be returned to the operating fund balance for future programming 11 35 Bus Operating Cost Per Hour Policy Transit agencies will be reimbursed for the following cost categories: • Operations • Fuel • Maintenance • Supervision of operators, safety, and maintenance staff No overhead may be charged to the Tax District as part of bus service operations including service planning,financial management, management of contracts with operators or interlocal agreements, capital purchases, leasing of facilities, non-operations facility maintenance, etc. Those costs may be requested and paid for through other Transit Plan projects subject to approval of the Transit Plan and Annual Work Program. The approval of the annual work program will include an estimated cost per hour for each agency.This cost per hour should be consistent with the transit agency's overall cost per hour paid through other funding sources. As such,the Transit Plan and local funding growth rates should be consistent when controlling for any new or expanded services. If any agency requests an increase that exceeds 2.5% compared to the previous year's Work Plan,transit agencies will be encouraged to submit a second quarter amendment that will include documentation to the Staff Working Group to verify their budgets meet this policy and be included as part of the recommendation of the amendment request. If the increase is recommended by the Staff Working Group,the revised cost per hour will be the starting point plus 2.5% increase for the following years cost per hour. Reimbursements will be made based on the estimated cost per hour for quarters 1, 2, and 3. Quarter 4 will include a reconciliation based on the actual annual cost per hour.Transit agencies are expected to complete the Durham Transit Reimbursement year-end reconciliation template that is included in the reimbursement template. The cost per hour that is listed in the reconciliation template should be consistent with other funding source cost per hours across the transit agency's network. GoTriangle will use a consistent cost per hour across all three County Transit Plans (i.e., Durham, Orange &Wake Counties). 12 36 Exhibit A: GoTriangle Financial Policies & Procedures (for reference) [INSERT GOTRIANGLE FINANCIAL POLICIES & PROCEDURES DOCUMENT AS EXHIBIT A] 13 37 Attachment 3 Orange County Transit Work Program Amendment Policy Following the adoption of the Orange County Transit Annual Work Program, project sponsors and Orange County Transit lead agency staff may need to make changes to the scope or budget for approved Orange County Transit Annual Work Program implementation elements; to add or remove implementation elements from an applicable Work Program;or to make changes to other components of Orange County Transit Annual Work Programs,such as the controlling components of project funding agreements that tie to Orange County Transit Annual Work Program implementation elements(i.e.,agreement periods of performance or reporting requirements),financial model assumptions that support the applicable Work Program, or scopes of work or funding amounts for future programmed implementation elements. Project sponsors may also need or desire for the operating funds allocated in an annual Work Program to be encumbered and carried over to a subsequent Work Program budget.The policies and procedures for making these changes are outlined below. Amendment Requests: Requests should be submitted to the SWG Administrator using an Orange County Transit Annual Work Program Amendment Request Form in accordance with the published annual amendment schedule. Amendment Types: 1. The following Work Program amendment scenarios shall be classified as Minor Amendments: a. An amendment that requires a transfer between budget ordinance appropriations but requires less than a 20%change to a project appropriation for projects equal to or less than $250,000; b. Changes to any adopted financial assumptions supporting the applicable Work Program that does not have a significant impact on the overall revenue or expenditure forecast, which is defined to be no more than a one percent(1%) over the life of the plan; c. Changes in reporting requirements for performance on implementation elements authorized in the applicable Work Program; d. Changes in funding amounts lessthan$250,000for implementation elements programmed in future fiscal years; e. Any other change that does not meet any of the criteria of a Minor Amendment is a Major Amendment. 2. The following Work Program amendment scenarios shall be classified as Major Amendments: a. A project requested to be added to the Work Program. b. A project requested to be removed from the Work Program. c. Changes to any adopted financial assumptions supporting the applicable Work Program that does have a significant impact on the overall revenue or expenditure forecast, which is defined 38 to be more than a one percent (1%) over the life of the plan; d. Changes in scope for implementation elements programmed in current and future fiscal years; e. Any amendment that requires a transfer of funds between capital or operating funding categories. f. Any change that requires a change in budgeted reserves or fund balance. 3. Scenario where no amendment is required: a. Transfers within the same budget ordinance (i.e., within a capital or operating funding category) appropriation and insignificant scope changes are permitted without amendment.Changes of this type shall be disclosed as part of the established quarterly reporting process. Any changes to project funding allocations, and all requested Work Program amendments, shall comply with the adopted Triangle Tax District-Orange County Transit Financial Policies and Procedures. Multiple Amendments to Single Project: If more than one amendment is requested for a single project in the adopted Operating Budget over the course of a fiscal year, its classification as a Minor versus Major amendment will be based on the cumulative change caused by all applicable amendments over the course of that fiscal year. If more than one amendment is requested for a single project in the adopted Capital Budget over the life of the project, regardless of fiscal year, its classification as a Minor versus Major amendment will be based on the cumulative change caused by all applicable amendments over the life of the project. 2 39 Removal of Work Program Protects: If a project sponsor determines that a project or implementation element included in the operating or capital budgets of an annual Work Program will not commence in the subject fiscal year or will not continue from a previous fiscal year, as budgeted, the project sponsor shall request that the project be removed from the annual Work Program. If the project will commence in the subject fiscal year or continue from a previous fiscal year, as budgeted, but will not make use of Triangle Tax District—Orange Operating Fund or Orange Capital Fund revenues,the project sponsor is encouraged to notify Tax District staff of the change but is not required to request removal of the project from the annual Work Program unless it is determined by Tax District staff that the originally budgeted fundingforthe project is necessaryto fund another Work Program amendment. If a project sponsor determines that a project or implementation element included in the operating or capital budgets of an annual Work Program will not make use of the full amount of funds originally budgeted, the project sponsor is encouraged to submit an amendment request reducing the originally budgeted amount to a more realistic amount. Annual Work Program Amendment Schedule: The Staff Working Group (SWG) Administrator, with input from the Orange SWG and additional GoTriangle staff, will develop an annual Work Program Amendment Schedule that sets amendment request submission deadlines and public review periods for the upcoming fiscal year.There are three amendment cycles detailed on the schedule: 2"d 311 and 4th quarter of the fiscal year. The schedule will generally be consistent with DCHC MPO's Transportation Improvement Program (TIP) amendment schedule in the event that Orange County Transit project amendments require TIP action.The SWG may take exception outside the typical amendment cycle,through coordination with the MPO,where there is a need to maintain eligibility for federal or state funding. 3 40 Appendix: Roles and Responsibilities Role of the SWG Administrator and Orange County Transit Lead Agencies Per the Transit Governance ILA(2023),two of the three ILA parties have responsibilities as it relates to Work Program Amendment facilitation. They are Orange County, and GoTriangle. They execute the work required to ensure that Orange County Transit processes and SWG assigned tasks are completed in accordance with applicable laws, regulations, policies, and other guidance. Both agencies play a role in processing Work Program amendment requests and updating the Orange County Transit Annual Work Program Amendment Policy. The SWG Administrator will: • Develop the annual Work Program Amendment Schedule. • Update the Work Program amendment request form as needed. • Manage the Orange County Transit Annual Work Program Amendment Policy update process • Collect and review amendment request forms for completeness and/or technical issues • Work closely with project sponsors to address questions and resolve technical issues pertaining to amendment requests. • Compile an initial amendment list that includes known information for each submitted request and will update the list as new or additional information becomes available. o The list shall clearly be grouped by amendment requests pertaining to operating projects/implementation elements versus those pertaining to capital projects/implementation elements and shall indicate whether the requests are Minor or Major. • Prepare and present Work Program amendment request information, including GoTriangle financial slides, for review and consideration of the SWG, the Orange County Board of Commissioners, and GoTriangle Board of Trustees at appropriate decision-making points. • Open a public-review period for quarterly amendment requests. o A review period of no less than 21days for Mkgr amendments. If a mix of Major and Minor requests are submitted,the 21-day requirement applies to all requests. • Work with County and GoTriangle engagement staff to develop public notice content and materials and then post on the GoForward/SWG website, share with SWG partners and otherwise support the engagement effort. • Include an engagement summary report with the recommended amendment list for Orange County and GoTriangle governing board consideration. • Forward all approved amendments and a list of actions that need to be taken to GoTriangle's Tax District for processing. • Track authorized amendments and by September each year, update the Orange County Transit Annual Work Program database (if/when applicable), publish updated annual Work Program documents on the GoForward/SWG websites. GoTriangle staff will: • Review submitted amendment requests to assess financial impacts of proposed changes. • Model financial scenario options, when needed, and present them to the SWG for review and discussion. • Work with SWG Administrator/County staff to finalize financial dispositions for review and consideration. 4 41 • Produce slides detailing the financial impacts of requested amendments, submit them to the SWG Administrator to be incorporated into a master presentation file, and present the information for review and consideration of the SWG. • Work with the SWG Administrator, County and GoTriangle to develop public notice content and materials and then post on the GoForward, County and GoTriangle web pages, share with Orange County Transit stakeholders and the community. • Collect online analytics and performance data, public comments or questions, and other relevant information from the engagement period and provide it to the SWG Administrator for inclusion in the engagement summary report. • Work with the SWG Administrator to make any needed adjustments to the financial components of the amendment list and slides prior to presentation to the governing boards. • Process all approved Work Program amendment requests which may include changes to budget ordinance(s), changes to project agreements or other administrative actions. • Ensure that links to the annual Orange County Transit Annual Work Program documents on the GoForward, County and GoTriangle websites are working and directed at the updated Work Program document(s) in September each year. SWG Review and Recommendation: SWG Administrator will consult with the SWG Chair regarding inclusion of Work Program amendment request items on SWG meeting agendas. Time allocated for each SWG presentation is set by the Chair and published on each agenda.SWG Administrator will provide the amendment request item description to be published on the agenda,will submit a master presentation file for discussion during the meeting,and will provide the most current amendment list, associated amendment request forms for SWG review and discussion. The SWG can choose to re-categorize an amendment from Minor to Major, can recommend an adjustment, attach contingencies, or otherwise recommend a modification to an amendment request, and will make a recommendation to the Orange County Board of Commissioners and GoTriangle Board of Trustees for approval or disapproval of Work Program amendment requests. SWG Administrator shall document the recommendation of the SWG including specific details and concerns that led to a recommended modification or disapproval of an amendment request. Governing Board Review and Adoption: The Orange County Board of Commissioners and the GoTriangle Board of Trustees shall review the amendment list, disposition(s) and SWG recommendation and consider authorizing the Orange County Transit Annual Work Program amendment requests. No amendments are authorized prior to board actions approving them. SWG Administrator will coordinate with Orange County and GoTriangle staff to ensure timely placement of Work Program amendment recommendations on agency agendas. Adjustments to Roles and Responsibilities Changes to the roles and responsibilities described within this appendix are classified as an administrative modification that can be implemented without requiring an amendment to the Orange County Transit Annual Work Program Amendment Policy, but must be agreed upon by the impacted agency, or other body which may require a process to formalize. 5 42 Attachment 4 BYLAWS AND OPERATING PROCEDURES ORANGE STAFF WORKING GROUP ARTICLE I—NAME The name of this organization shall be the Orange Staff Working Group, hereinafter referred to as the "Orange SWG". ARTICLE II —PURPOSE Article III of the Transit Governance Interlocal Agreement (Governance ILA) for the implementation of the Orange County Transit Multi-Year Vision Plan established the Orange SWG for the following purposes: To coordinate the ongoing planning and implementation aspects of the Orange County Transit Multi-Year Vision Plan as defined in the "Transit Governance Interlocal Agreement Between Research Triangle Public Transportation Authority, Durham- Chapel Hill-Carrboro Metropolitan Planning Organization, and Orange County," hereinafter referred to as the "ILA," fully executed by the three parties on XX, 2023. To serve in a structured advisory role to the Orange County Board of Commissioners, the Research Triangle Public Transportation Authority(GoTriangle)Board of Trustees and the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization(DCHC- MPO) Board in their decision-making responsibilities outlined in the ILA related to the implementation and ongoing maintenance of and updates to the Orange County Transit Multi-Year Vision Plan(Multi-Year Vision Plan). To review the Multi-Year Vision Plan at least every four years and recommend changes to the managers and governing boards of Orange County, GoTriangle, and the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization (DCHC MPO). To prepare and make recommendations to the Orange County Board of Commissioners and GoTriangle's Board of Trustees for the Annual Transit Work Program. To prepare and communicate mid-year and annual progress reports on implementation of the Orange County Transit Multi-Year Vision Plan. To evaluate whether a material change, as further defined in supporting Financial Policies &Procedures, to the Plan is necessitated, and if so, to recommend a course of action to the managers of Orange County, GoTriangle, and the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization (DCHC MPO). 43 ARTICLE III-RESPONSIBILITIES As specified in the ILA, the responsibilities of the SWG shall include: • Identification of one or more party(ies)to the ILA to serve as lead agency(ies) for each of its responsibilities enumerated in Section 3.03 of the ILA • Developing or delegating to one or more agencies the development of the detailed elements of a multi-year service implementation plan, as defined in the ILA • Developing or delegating to one or more agencies the development of templates containing minimum standards for project status and financial reports for the Orange County Transit Major Funds • Receiving, reviewing and providing feedback on Q1, Enhanced Q2 Report, Q3and annual financial plan and project status reports relating to the Orange County Transit Work Program • Designating or delegating to one or more agencies the designation of agencies responsible for each respective implementation element, as defined in the ILA • Developing or delegating to one or more agencies the development of a strategy or incorporating or accounting for public outreach, involvement and communication the Orange County Transit Work Program. • Developing or delegating to one or more agencies the development of an articulated strategy for each implementation element, as defined in the ILA, or agreement,which shall include scope, geography, purpose and goals,processes for allowing amendments, and processes for addressing Significant Concerns, as defined in the ILA • Developing an ongoing schedule for completion of work products for which it is responsible for producing. ARTICLE IV—MEMBERS Section 1 —Number and Qualifications: As specified in the Governance ILA dated XX, 2023., a technical committee called the Staff Working Group (SWG) is to be formed to facilitate implementation of the Orange County Transit Multi-Year Vision Plan. . ,It is within the authority of the SWG's initial membership to expand the committee's permanent voting and non-voting membership to include additional members deemed necessary to fully execute the responsibilities of the SWG outlined in the ILA. Expansion of permanent voting membership shall be considered an amendment subject to the provisions of Article VI of these Bylaws. Each member agency's representative(s) shall be appointed by action of the designated authority of each member. The Orange SWG shall include as voting members: 2 44 Primary ILA Signatories: A. Orange County (2 representatives) B. Durham-Chapel Hill-Carrboro MPO (2 representatives) C. GoTriangle (2 representatives) Additional Parties to SWG: D. Town of Chapel Hill (2 representatives) E. Town of Carrboro (1 representative) F. Town of Hillsborough (1 representative) G. City of Mebane ( s esentative) TOTALuruepresentatives Representatives and alternates shall be designated by the chief executive officer,or her/his designee, of each member agency. Designations shall be made in writing and submitted to the staff person appointed to provide administrative support to the Orange SWG (hereinafter, "SWG Administrator"). The SWG Administrator may not be appointed to the SWG as a representative of the member-agency for which they work. In addition to voting members,the following agencies shall have one (1) non-voting representative participate in meetings: a. Triangle J Council of Governments b. University of North Carolina, Chapel Hill "018010-PY88k,, Non-voting members of the SWG shall be authorized to attend regular and special meetings of the SWG and may participate in discussions and deliberations on items coming before the SWG for its consideration. An expansion of non-voting membership shall be considered an amendment to these Bylaws subject to Article VI and may be executed by a simple majority vote of SWG members. The SWG Administrator shall maintain an updated list of all designated representatives from both voting and non-voting members at all times. Section 2—Terms of Representation There shall be no limitation on the length of time a voting member may serve on the SWG subject to the authorization to do so by the respective agency's designated authority. Section 3 —Alternates Each member agency's designated authority may appoint an alternate to its primary representative(s)provided each alternate also meets the same qualifications of membership. The alternate member may serve as a full voting member during any meeting at which that agency's representative (s) is/are not in attendance. Alternates must also be appointed by action of the designated authority of each member in the same manner as regular voting members. Proxy and absentee voting are not permitted. The agency responsible for administering the SWG shall maintain an updated list of all designated alternate representatives from both voting and non-voting 3 45 members at all times. ARTICLE V—OFFICERS Section 1 —Officers Defined: The Orange SWG shall,upon majority vote of its present and eligible voting members, appoint one voting member to act as Chair and one voting member to act as Vice-Chair. Chair and Vice Chair cannot be from the same jurisdiction for any consecutive term. Section 2—Elections: df000kBBBBB- The Chair and Vice Chair shall be elected annually at the first regularly scheduled meeting of the fiscal year. The newly elected Chair and Vice-Chair shall take office immediately upon being elected. egkk�#�hhs N Section 3 —Terms of Office: The term of office shall be one year. The Chair is limited to two consecutive terms. Each officer shall hold office until his/her successor has been duly elected or until his/her earlier death, resignation, disqualification, incapacity to serve, or removal from the SWG by his/her chief executive officer. Section 4—Duties of Officerst�� , aaad� �-,aaa. 4h �hhhhhh The Chair shall call and preside over meetings and appoint s6 committees. For meetings held jointly between the Orange and Durham Staff Working Groups, the responsibility for calling and presiding over the meetings shall alternate between the two groups each year. The Chair shall coordinate with the SWG Administrator in the development of meeting logistics, meeting agendas, and summary meeting notes of the SWG's proceedings. The SWG Administrator shall maintain a current copy of these Operating Procedures as an addendum to the Interlocal Implementation Agreement, to be distributed to the public upon request. In absence of the Chair, the Vice-Chair shall preside and complete all other duties of the Chair. ARTICLE VI — MEETINGS Section 1 — Clerk of the Committee The SWG Administrator shall serve as the clerk of the SWG and an impartial member of the SWG. They shall provide or otherwise delegate routine administrative services for the SWG, as needed, and will be responsible for taking summary minutes of the SWG's proceedings and also documenting all associated actions at each meeting. The SWG Administrator shall maintain a current copy of these Bylaws, to be distributed to the Orange County Board of Commissioners, DCHC MPO Board, and the GoTriangle Board of Trustees as required by the ILA and to the public,upon request. When a vote is called by any voting member of the SWG, the SWG 4 46 Administrator shall facilitate that vote as the impartial person administering the group. This allows the Chair and/or Vice Chair to cast votes in their appropriate role. Section 2 —Regular Meetings: At the first regular meeting of each fiscal year(July 1 —June 30), in addition to electing a Chair and Vice Chair,the SWG shall adopt a regular meeting schedule.Meetings may be held jointly with the Durham County Staff Working Group. Meeting notices and agendas are to be distributed in sufficient time for them to have been received by each Orange SWG member no later than three business days prior to the meeting. Regular meetings may be canceled by the Chair should there be insufficient business on the Orange SWG's tentative agenda. S meetings shall adhere to North Carolina Public Meetings Laws (as referenced in N.C.G.S. 1 x.9:18) . Section 3 —Special Meetings: Special meetings may be called by the Chair or at the request of the majority of the eligible voting members. At least seven (7) days' notice shall be given. Section 4—Quorums: A quorum shall be when 7 of 11 SWG voting members appointed by the Parties to these Bylaws are present for a SWG meeting. Section 5—Attendance: Each member shall be expected to attend each regular meeting and each special meeting provided at least seven (7) days' notice is provided. Attendance and voting through virtual access or phone call is allowable. A voting member may have an alternate to serve in her/his absence provided that: (1) the SWG Administrator is notified prior to the meeting who the voting member is; and (2) the alternate has been previously approved by the chief executive officer of the agency represented. This notification shall authorize the alternate to act as a present and eligible voting member in the member's absence. Meetings are open to attendance by the public. Section 6—Agenda: Jill The agenda is a list of considerations for discussion at a meeting. Items on the agenda originate as a carryover from previous Orange SWG meetings or are placed on the agenda prior to its distribution by any voting or non-voting member of the Orange SWG. Additional items may be placed on the regular agenda following discussion of the last item on the regular agenda, if a majority concurrence of present and eligible voting members is received. Items may be placed on the agenda by citizens with majority concurrence of the eligible voting members. Section 7—Voting Procedures: The Orange SWG will strive to reach consensus on recommendations. However, the Chair or any member may call for a vote on any issue, provided the motion to vote is seconded and the issue is within the purposes set forth in Article II and on the agenda as outlined in Section 6of this article. During joint meetings of the Orange and Durham Staff Working Groups, votes shall be held separately by each county SWG. Each voting member of the Orange SWG shall have one vote. Voting members who are participating virtually or by phone are permitted to vote. A majority vote of the members (or their authorized alternates) present and eligible to vote shall be sufficient for approval of matters coming before the Orange SWG. The Chair is permitted to vote,however,non- 5 47 voting members and unauthorized alternates are not permitted to vote. In the absence of any direction from these Operating Procedures,Robert's Rules of Order shall govern voting procedures. ARTICLE VI—AMENDMENTS TO OPERATING PROCEDURES Amendments to these Operating Procedures of the Orange SWG shall require the affirmative vote of all Orange SWG's eligible voting members, provided that written notice of the proposed amendment has been received by each member at least seven(7) days prior to the meeting at which the amendment is to be considered and provided that such amendment does not conflict with the letter or fundamental intent of the Transit Governance Interlocal Agreement governing this document. In the event of any conflict, the Transit Governance Interlocal Agreement shall carry precedence over these Operating Procedures. Approved by the Orange Staff Working Group on aG hone" Approved by the Orange County Board of Commissioners on Approved by the GoTriangle Board of Trustees on Approved by the DCHC MPO Policy Board on 6 48 Transit Governance Interlocal Agreement Between Orange County Durham-Chapel Hill-Carrboro Metropolitan Planning Organization And Research Triangle Regional Public Transportation Authority This Interlocal Agreement (the "Agreement"),is entered into this day of 2023, by and between Orange County, North Carolina,a public body politic and corporate of the state of North Carolina (hereinafter"Orange County"), Durham-Chapel Hill-Carrboro Metropolitan Planning Organization, a metropolitan planning organization (hereinafter"DCHC MPO" or"MPO")and Research Triangle Regional Public Transportation Authority d/b/a GoTriangle, a public body politic and corporate of the State of North Carolinas; each individually referred to as a "Party"and collectively referred to herein as "the Parties"; Witnesseth: Whereas, Orange County, DCHC MPO and GoTriangle, all of which have specific roles in the implementation of public transit in the Orange County area, have determined that it is in their best interest to coordinate public transit planning,funding,expansion, and construction;and Whereas, GoTriangle is a regional public transportation authority created in accordance with the provisions of N.C.G.S 160-603 et seq. by concurrent resolution of Durham, Orange and Wake counties and duly incorporated as a body corporate and politic and vested with the general powers set forth in N.C.G.S.Chapter 160A Article 26; and Whereas, DCHC MPO is the Metropolitan Planning Organization for the Durham-Chapel Hill-Carrboro Urbanized Area, established pursuant to 23 U.S.C. 134 et seq. and recognized under the laws of North Carolina pursuant to N.C.G.S. 136-200.1;and Whereas, Orange County is a body politic and corporate vested with the corporate powers set forth in N.C.G.S 153A-11;and Whereas,GoTriangle, DCHC MPO and Orange County,among others,are parties to an agreement signed in 2016 titled "Agreement setting Forth the Mutual Understanding of the Parties as to the Scone and Content of the Financial Plan", which defined the creation of the Triangle Tax District; and Whereas, GoTriangle serves as the regional public transportation authority that administers the Triangle Tax District pursuant to N.C.G.S 105-508; and 49 Whereas, the Parties to this Agreement, in collaboration with local partners and stakeholders,shall carry out the implementation of the Orange County Transit Multi-Year Vision Plan,which shall include an approved financial plan pursuant to N.C.G.S 105-508.1; and Whereas,the Parties pursuant to the authority of N.C.G.S. 160A-461 et seq, are authorized to enter into this Agreement and joint planning and implementation efforts in order to pursue the above stated goals.. Now Therefore,for and in consideration of the promises and covenants contained in this Agreement and the mutual benefits derived therefrom, the sufficiency of which is hereby acknowledged,the Parties agree as follows: Article I Purpose and Scope 1.01 Purpose. The purpose of this Agreement is to provide a plan of governance that will efficiently, effectively, and equitably implement public transit services and projects as set forth in the Orange County Transit Multi-Year Vision Plan (see 2.038 for definition)and associated Orange County Transit Annual Work Programs(see 2.011 for definition).This Agreement will also guide updates and amendments to the Orange County Transit Multi-Year Vision Plan which include the planning, design,funding, implementation,and operation of transit services; reporting expectations;and resolution of issues. 1.02 Scope.The scope of this Agreement shall be the governance of the planning, financing, and implementation of the Orange County Transit Multi-Year Vision Plan,as it may be amended from time to time as provided for herein. 1.013 Objective.The objective of this Agreement is to create a governance structure to successfully meet the purposes of this agreement. Article II Definitions 2.01 "Annual Capital Budget"shall mean the upcoming year of the multi-year Capital Improvement Plan (CIP) which is enacted by adoption of the capital projects ordinance pursuant to N.C.G.S. Chapter 159.This budget shall include the allocation of financial resources to specific project sponsors for specific projects. Appropriations that are made pursuant to the Annual Capital Budget shall be budgeted to project elements such as, but not limited to, infrastructure projects or vehicle rolling stock(depreciable items) in a multi-year major fund such that funding does not revert to available capital fund balance at the end of the fiscal year. 2.02 "Annual Operating Budget" shall mean the upcoming year of the annual operating program, which is enacted by the adoption of the operating projects ordinance pursuant to N.C.G.S. Chapter 159.This budget shall include the allocation of financial resources to specific project sponsors for specific projects.Appropriations that are made pursuant to the Annual Operating Budget shall be budgeted to elements such as, but not limited to, elements to support the operations, maintenance,and administrative oversight of public transportation services and the 50 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 functions,the details of which shall be provided independently of operating costs associated with transit operating projects. 2.03 "Annual Orange Transit Report"shall mean a report that provides information regarding meeting strategic public transit objectives and includes the performance achieved,the strategies being followed, and performance targets and key milestones for capital projects and operating services. 2.04 "Annual Work Program Development Calendar" shall refer to the agreed upon schedule that is developed at the start of each fiscal year.This schedule outlines critical milestone-dates for which elements supporting the Annual Work Program are to be developed,drafted, and coordinated for review and approval by the SWG,and presented as information to all governing boards that are parties to this agreement. 2.05 "Audited Financial Statements"shall refer to financial statements which have been audited by a Certified Public Accountant and for which an opinion has been expressed to meet US generally accepted accounting principles or principles adopted by Governmental Accounting Standards Board (GASB) and prepared in accordance with N.C.G.S. 159-34. 2.06 "Capital Funding Agreement" shall mean an agreement between agencies to provide funding supporting an Implementation Element for specified capital improvements.Any such agreement will include details of the capital improvements to be provided and detail expectations on Orange County Transit Annual Work Program resource funding, responsibilities,schedule, and performance and shall adhere to any and all standards outlined in the supporting Comprehensive Participation Agreement. 2.07 "Capital Projects" shall mean purchase of land or interests in land; purchase,construction or demolition of buildings or other physical facilities; purchase of services of architects, engineers, as well as other studies; site improvements or development necessary for the implementation of transit projects; purchase or installation of fixed or moveable equipment necessary for the installation and operation of transit services; rolling stock or vehicles as defined by the Federal Transit Administration; corridor and project planning studies; infrastructure projects; and information technology costs that result in a long-term asset. 2.08 "Capital Projects Ordinance" shall mean the annual financial ordinance budgeted for the Orange Transit major capital fund pursuant to N.C.G.S Chapter 159.,tied to the multi-year Capital Improvement Plan,the Annual Capital Budget and planned capital project funding agreements that implement needed capital projects. 2.09 "Component Unit"or"Separate Component Unit"shall refer to a unit of local government within the Tax District if the primary entity has administrative responsibility for the budget adoption and operation and management of transit services provided by the unit. The primary entity shall report in its financial statements information about the relationship between any component unit(s) and the primary entity.The primary entity also is required to report Orange Transit Plan Revenues, including Dedicated Local Transit Funding Sources, expenditures and fund balance in columns separate from the primary entity's financial data in its annual audited statements. 51 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 these projects, project funding sources, and project expenditures. (NOTE: The Multi-year CIP shall be updated annually to coincide with the annual capital budget always being the first year of appropriation of funding for capital projects identified in the CIP.The Multi-year CIP shall be coordinated with the Metropolitan Transportation Plan,Transportation Improvement Program, and annual program of projects developed and maintained by the DCHC MPO designated recipient of federal formula transit grants so as to be consistent with submittal deadlines for the Transportation Improvement Program and the horizon years of the Metropolitan Transportation Plan.); d. Annual Capital Budget Ordinance supplied for the Orange Transit major capital fund that allocates financial resources to specific project sponsors for specific projects and represents the current year of appropriation of funding for capital projects identified in the Multi-Year CIP; e. Annual Operating Program(as defined supra.); f. Adjustment of the Current Orange Transit Financial Plan and financial model assumptions and corresponding update of the planning horizon of Orange County Transit Multi-Year Vision Plan future projects not included in the current Multi-year CIP. The Parties shall use good faith efforts to align planning horizon year with the horizon year of the current DCHC MPO MTP.The Financial Model shall contain agreed upon financial assumptions of the SWG (and supporting subcommittees as designated)for the Orange County Transit Annual Work Program revenues involving federal,state,and local sources and multi-year capital and operating costs including liquidity targets and debt ratios relevant to rating agency metrics; g. Multi-Year Capital Funding Agreements or Global Agreements; and h. Multi-year Operating Agreements or Global Agreements. 2.012 "Dedicated Local Transit Funding Sources"shall be defined as alt 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 Y2 percent local option sales and use tax as defined by N.C.G.S 105--508; 52 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 1015-561 et seq. 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. 1015-5503 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. 2.413 "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 Grange 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 Flan" 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 overthe 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 53 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" ("C1P")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 54 project delivery or allocated to service delivery, but which are essential to the implementation of the Transit Pian. 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.Theagreement shall adhere to an 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©range 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 55 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.5105-507.3.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 Grange 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 etseq.to which Orange County is a member, now or in the future. 2.038 "Transit Plan,"or"Multi-Year Vision Plan,"shall mean the comprehensive multi-year vision plan for transit operating and capital needs over a period of time of at least 4 years,through coordination with the DCHC-MPD 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. 56 Article III Staff Working Group ("SWG") 3.01 SWG Established.The Parties hereby establish the Orange County Staff Working Group("SWG) Pursuant to the authority set forth in this Agreement,the SWG shall coordinate planning and oversee the implementation of the Annual Work Program, as well as facilitate development of elements for the Multi-Year Vision Plan. It shall also serve in an advisory role to the Orange County Board of Commissioners, DCHC MPO Board and GoTriangle Board of Trustees. 3.02 Membership, Organization and Objectives. a. Initial Membership.The initial membership of the SWG shall be comprised in two categories—voting&non-voting. i. Voting members: two (2) staff members shall be appointed by each of the ILA Parties ("ILA Party Members;" each party should consider a planning/administrative representative as well as a finance representative);two (2)staff members shall be appointed by the Town of Chapel Hill (one general representing the Town; the other representing Chapel Hill Transit); and one (1) staff member appointed by each of the following,the Town of Carrboro,Town of Hillsborough and the City of Mebane. ii. Non-Voting members: each party shall appoint one (1) staff member appointed from the following organizations to advise County Transit Plan Implementation efforts.These organizations are:Triangle-J Council of Governments, and University of North Carolina, Chapel Hill b. Voting Structure for Initial Membership. When a vote is called by the chair on any issue, each ILA Party Member, as well as the Town of Chapel Hill, shall have two (2)votes;the Town of Carrboro,Town of Hillsborough,and City of Mebane shall have one (1)vote. c. Regular Membership.The meeting of the SWG shall be called by the SWG Administrator by way of the DCHC MPO within fifteen (15)days of the execution of this Agreement. The meeting shall abide by rules set forth in this agreement.A Chair and Vice-Chair shall be elected by the voting members at this initial meeting. Prior to June 30, 2023,the SWG should finalize and approve rules, agencies and expectations for regular membership and organizational function.The initial members of the SWG should take into consideration various required skill sets,specifically in local planning, budgeting, finance, project construction and operations. d. Operational Rules of SWG. By June 30,2023,the members of the SWG shall, consistent with the responsibilities outlined in Section 3.03 and the flexibilities outlined in 3.04, submit to the Orange County Board of Commissioners, DC HC MPO Board and GoTriangle Board of Trustees for i. Approval: 1) bylaws including the provisions of Section 3.05; 2) rules dictating the composition, organization, and function of the SWG; 3) rules dictating amendment procedure for both the Annual Work Program and Multi-Year Vision Plan;and ii. Review as information through appropriate timeframe cycles 1) a meeting schedule; 2)a list of deadlines for the submittals defined herein;and 3) 57 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.GS. 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 beards 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 2.01.1 b. a Multi-Year Vision Plan; c. Templates containing minimum standards for project and financial reports(first version by June 30, 202 3) d. Designation of project sponsors(agencies responsible for each respective capital and operating project), including agencies responsible for each Implementation Element; e. A strategy for each implementation Element or agreement,which shall include scope, geography,estimated budget,sponsoring agency/jurisdiction, purpose,and goals;and f. An articulated strategy for incorporating or account for public outreach, involvement, and communication with the deliverables set forth in a, b, d, and e. 3.04 Assignment.The SWG may, by vote or by other mechanism allowed in its bylaws,assign the creation and maintenance of certain documents for which it is responsible to Parties or SING 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 Dead 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 58 deadline. Lead Agency assignment for SWG Administration shall be recommended by the SWG to all three governing boards represented through this Agreement for approval. Article IV Term,Termination,Amendment 4.01 Term. a. Effective Date.This Agreement shall become effective upon the properly authorized execution of the Agreement by all Parties. b. This Agreement shall continue for a period of seventeen (17)years from the Effective Date, unless otherwise amended by the prior express written agreement of the Parties. This term aligns with horizon year of the current County Transit Multi-year Vision Plan at the time of execution of this Agreement. c. Any amendment,termination, or renewal of the Term must be in the form of a written instrument properly authorized and executed by the governing boards of each Party. d. The Parties agree that the Term shall be extended by mandatory amendment though the final maturity dates of any debt issued and payable from Orange County Transit Tax Revenues seventeen(17)year initial term. 4.02 Termination. a. Material Breach. If any Party violates a responsibility,duty, or assumption stated in Article V,the other Party(ies)shall give written notice of the breach and request to cure. If such breach is not cured within thirty(30)days of written notice thereof,any non- breaching Party may, without further notice or demand, in addition to all other rights and remedies provided in this Agreement,at law or in equity,terminate this Agreement and recover any damages to which it is entitles because of said breach. In the event of a non-material breach of the Agreement,the termination procedure set forth in 4.02{b} shall apply. b. Termination upon one (1)year's notice.Any Party may terminate its participation in this Agreement with or without breach by giving written notice to each other Party of intent to terminate,as well as reasons for terminating (which shall be in the sole discretion of the terminating party),at least one (1)year prior to the effective termination date. c. Bankruptcy/Insolvency Special Provisions. If any Party applies for or consents to the appointment of a receiver,trustee or similar officer for it or any substantial part of its property or assets, or any such appointment is made without such application or consent by such Party and remains discharged for sixty(50)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 59 can be accomplished by executing any Amendments deemed necessary and/or adding any,parties deemed necessary to perform the executory obligations of the withdrawing Party. e. Non-Exclusive Remedies. No remedy provided in this Agreement shall be considered exclusive of any other remedy in law or in equity. f. Repeal and Dissolution. Nothing herein shall be construed to restrict Orange County's ability to repeal any transit tax previously enacted and consideration will be given by the County to any transit taxes levied in support of debt service in support of the Orange County Transit Annual Work Program. Nothing herein shall be construed to restrict Orange County's ability to request dissolution of the special tax district in accordance with N.C.G.S. 105-509.1 and N.C.G.S. 105-473(a). g. Notice.Any written or electronic notice required by this section shall be delivered to the Parties at the following addresses: For Orange County: Orange County Attn: County Manager 300 West Tryon Street PO Box 8181 Hillsborough, NC 27278 With a copy to: Orange County Attorney 300(Nest Tryon Street PO Box 8181 Hillsborough, NC 27278 For DCHC-MPC}: 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 60 4.03 Amendment.The Parties will conduct a coordinated review of the Agreement at least every four (4)years to consider any desired updates through the Agreement amendment process. If any 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 ©range County Manager,the DCHC-MPO Executive Director, and the GoTriangle Chief Executive Officer.Any other amendment to the terms of this Agreement to be effective must be in the form of a written instrument properly authorized and executed by the governing boards of each Party to this Agreement. Article V Responsibilities, Financial Duties and Assumptions of the 'Parties The responsibilities of the Parties are as follows: 5.01 Orange County shall carry out its legal,contractual,fiscal, and fiduciary duties as government as follows: a. Shall provide staff to serve on the SWG; b. Shall enter into Capital Funding Agreements and Operating Funding Agreements to study, plan,and construct public transit infrastructure capital Implementation Elements 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 I1 or in subsequently developed policies& procedures that support transit plan implementation, and recommend for approval by the Orange County Board of Commissioners when necessary; f. Shall coordinate approval of the Multi-Year Vision Plan identified in Section 2.038 by the Orange County Board of Commissioners; g. Comply with N.C.G.S. 143-6A-4,the"Iran Divestment Act Certification"; h. Perform other any other actions consistent with the powers and duties set forth in N.C.G.S. Chapter 153A and N.C.G.S 105-561 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 DCHC-MPO shall carry out its legal,contractual,fiscal, and fiduciary duties as the Metropolitan Planning Organization as follows: 61 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 MPC]is a party to,to study and plan public transit Capital Projects and deliver Implementation Elements as identified within the Orange County Transit Annual Work Program; d. Shall provide required financial and status reports on Implementation Elements for which DCHC MPO is responsible (i.e.,serving as a project sponsor)that are funded in- part or wholly by the Tax District; e. Shall serve as the coordinating agency between the Parties, N.C. Department of Transportation,and federal agencies including but not limited to the Federal Highway Administration,the Federal Transit Administration, and the Federal Railroad Administration when coordination of regional need is deemed necessary by the SWG; f. Shall coordinate,as needed,to review and approve documents,as defined in Article II or in subsequently developed policies&procedures that support transit plan implementation, by the DCHC-MPD Executive Board; g. Shall coordinate approval of the Multi-Year Vision Plan by the DCHC-MPD Executive Board; h. Shall identify projects using federal transit funding and ensure that the multi-year operating program,the Annual Operating and Capital Budgets including such projects are coordinated with the MPO's annual planning for projects process and Transportation Improvement Program; i. Shall comply with N.C.G.S. 143-6A-4,the"Iran Divestment Act Certification"; 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 MPD; 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 oth e r tra nspo rtatio n investment and state and federal funding; and L 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; 62 e. Shall distribute the Financial Plan to each unit of local government within its jurisdiction in accordance with N.C.G.S. 105-508.1; f. Shall use or expend all Dedicated Local Funding Sources only as specifically budgeted in the approved Orange County Transit Annual Work Program; g. Shall not pledge, represent,appropriate,or covenant to appropriate any portion of the Dedicated Local Funding Sources to cover any debt service,encumbrances,or operating or other expenses that do not arise from the Orange County Transit Annual Work Program; h. Shall maintain adequate Operating Fund Balances and Capital Fund Balances in the Orange Transit major operating and capital funds per Financial Policies&Procedures and related guidelines mutually agreed to by SWG; i. Shall obtain approval from the Local Government Commission for all issuances of debt, certain capital leases, and other financial agreements as required by law; j. Shall not under the provisions of N.C.G.S. 160A-20, create any security interest in real or personal property funded by Orange Transit major operating and capital funds unless 100%of the proceeds of the related financing are for projects in the orange County Transit Annual Work Program, unless such security interest and financing are approved by the Orange County Board of Commissioners; k. Shall ensure that any proceeds from the sale,transfer,and disposition of property,or from insurance proceeds for projects funded by orange Transit major operating and capital funds be used for Orange Transit projects in accordance with the Grange County Transit Annual Work Program; 1. 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 Plan; 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 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 63 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 11 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. 143-6A-4,the"Iran Divestment Act Certification";and aa. To the extent applicable,shall comply with 23 U.S.C. 134,49 U.S.C.Chapter 53,and N.C.G.S. Chapter 136. Article VI Roles of Transit Service Providing Entities and Non-Transit Service Providing Entities 6.01 Transit Service Providing Entities.The Parties contemplate that the Transit Service Providing Entities, meaning any municipality or agency that directly or through contract provides public transportation services in Orange County, including but not limited to Orange County,Town of Chapel Hill and GoTriangle(when functioning as a transit provider), may participate at a minimum as follows; 64 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 Grange 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 far 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; 65 b. Deny,while providing a Dist of minor issues, technical corrections, ora 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. 7.05 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 2.3 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 Rale: 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 66 significant-cost threshold that requires a standalone agreement to be developed and signed by all appropriate parties. 7.08 Interim Work Program. In the event a resolution cannot be met to address the list of issues or technical corrections upon a vote of denial from either party highlighted in 7.03&7.05, an interim work program will be utilized for the upcoming fiscal year, pursuant to N.C.G.S. 159-13, until such time as a new work program is adopted by the parties identified in 7.04 and 7.05. In the case that an interim budget goes into effect,the current year operating budget will be assumed for the upcoming fiscal year. No additional capital expenses will be approved, nor any additional reimbursements paid for capital projects, until such time that a new work program is adopted by the parties identified in 7.04 and 7,05.This interim budget does not require approval of either body in 7.04 or 7.05. In the event an Interim Work Program is enacted, and specialized fiscal analysis is required to further inform achieving a new Annual Work Program, the tax district administrator shall bring such request to the SWG for review&approval. Article VIII Process for Recommendation,Approval,and Development of Change 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 Multi-year plan adoption.The schedule shall allow each agency adequate time to review documentation, identify concerns and coordinate issues. Included in the schedule shall be a procedure for the SWG to plan for and schedule elements of public outreach and involvement. 8.03 Upon recommendation from the SWG,the Orange Transit Multi-year Vision Plan shall go before each governing board (Orange County Board of Commissioners, DCHC MPO Board and GoTriangle Board of Trustees) for review and the opportunity to take the following actions: a. Approve the Orange Transit Multi-year Vision Plan as recommended; b. Deny,while providing a list of minor issues,technical corrections, or a specific listing of Significant Concerns with the Change 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. 67 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 15'. 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: 68 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 confirmedjapproved 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, 69 Article XII Other Provisions 1.2.01 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 E4 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. 70 The Transit Governance Interlocal Agreement between Orange County, Durham-Chapel Hill-Carrboro Metropolitan 3PInning Organization, and Research Triangle Regional Public Transportation Authority was �'L}IIby the 0range County Board of Commissioners by a vote of- '" on 2023. ATTEST- ORANGE COUNTY,NORTH CAROLINA BY: r © / BY: TITLE: , 4"80.rp 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 ct,2 pr,vLj by the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization Board by a vote of tr- a on wr-hr �3 ATTEST: DURHAM-CHAPEL HILL-CARRBORO METROPOLITAN PLANNING ORGANIZATI BY: T2, - BY: TITLE: TITLEQetropolitan airpe on, 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 ae�G by the Research Triangle Regional Public Transportat' n Authority d/b/a GoTri ngle by a vote of on FCA ATTEST: RESEARCH TRI t(REGIONAL PUBLIC TRANSPORT I N AUTHORITY D/B/A GOTRIANG BY: Lei C TITLE: L TITLE: Chairperson, Board of Trustees A I ' e 71 Attachment 1 GLOBAL OPERATING FUNDING AGREEMENT FOR OPERATIONS AND ADMINISTRATION ORANGE COUNTY TRANSIT FY2025 This Global Operating Funding Agreement ("Agreement") is made by and between Research Triangle Regional Public Transportation Authority, d/b/a GoTriangle ("GoTriangle") as the administrator of the Triangle Tax District and Orange County ("County"). The foregoing may collectively be referred to as "Parties." WHEREAS, the Parties to Agreement, who have or may have specific roles in the implementation of public transit and the support of public transit infrastructure in the Orange County area, have determined that it is in their best interest and the best interest of the constituents they represent to coordinate future public transit planning, funding, expansion and construction; and WHEREAS, an extensive community driven process was used to develop a strategic transit vision document that set forth an enhanced public transit plan for Orange County, referred to as the "Orange County Transit Plan", and this Plan was unveiled and adopted by the GoTriangle Board of Trustees, the Durham Chapel Hill Carrboro Metropolitan Planning Organization's ("DCHC MPO") Policy Board, and the Orange County Board of Commissioners in 2022; WHEREAS, in conjunction with the Orange County Transit Pian, GoTriangle, Orange County„ and DCHC MPO (collectively, "the Governance ILA Parties") adopted the Orange Transit Governance Interlocal Agreement ("Governance ILA") that creates a governance structure for the implementation of the Orange County Transit Plan by and through the annual Orange County Transit Work Program; and WHEREAS, based on Section 5.02 of the Governance ILA, Orange County has the authority to enter into this Agreement and enforce the provisions thereof and is a necessary Party to this Agreement; WHEREAS, the Governance ILA specifically created the Staff Working Group ("SWG") and charged the SWG with coordinating and recommending the planning and implementation aspects of the Orange County Transit Work Program; and WHEREAS, the Governance ILA Parties, together with the Implementing Party, and numerous Orange County municipalities, entered into a Comprehensive Participation Agreement ("Participation Agreement"), which, among other purposes, established standards that govern the Participation Agreement Parties' eligibility for inclusion of sponsored Implementation Elements in the Orange County Transit Annual Work Program, receipt of funding allocations from Orange County Transit Tax Revenue, and confirmed the Participation Agreement Parties' roles in carrying out SWG responsibilities; and Z Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX 72 Attachment 1 WHEREAS, the FY25 grange Transit Work Program was developed and recommended by the SWG, presented for public comment, and adopted, as required, by the Boards of Orange County and GoTriangle; and WHEREAS, the FY 2025 Triangle Tax District Orange Operating Ordinance was adopted by the GoTriangle Board of Trustees; and WHEREAS, the Parties desire to implement the components of the FY 2025 Orange County Transit Work Program as adopted by GoTriangle and Orange County; and WHEREAS, as stated in the Comprehensive Participation Agreement, all Implementation Elements ("Projects") contained in the Orange County Transit Annual Work Program, whether partially or fully funded with Orange County Transit Tax Revenues, will not move forward until implementation Agreements, which shall include a Global/Capital Funding Agreement or an Global/Operating .Agreement, are executed by and between the Implementing Party; GoTriangle, as administrator of the Special District, and all other appropriate Parties as identified in Exhibit A. WHEREAS, Orange County, shall be a party to any Operating Agreement if any Project involves federal or state funding that is otherwise under the distribution and program management responsibility of County or, regardless of funding source, constitutes a regionally significant project as defined in 23 CFR § 450.104; and WHEREAS, the Parties are authorized to enter into this Agreement pursuant to, inter alia, N.C.G.S. §§ 16OA-20.1; 16OA-312; 160A--313; 160A-6101; 153A-275; 153A-270; and 153A-449. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants herein contained, the Parties hereto agree as follows: 1. Annual Approval: The Agreement shall be reviewed annually to determine project progress and appropriate updates to Exhibit A documents, which is then executed by all appropriate Parties. The review and approval should consist of: A. Addition of new Projects to the Exhibit A if one or more is identified to be included as a part of this Agreement. B. Removal of Projects from the Exhibit A if one is identified to be complete or to be discontinued during the Agreement review process. C. Update of active Projects in Exhibit A if one or more is identified to require changes to the scope and/or annual funding amount. D. Updated Agreement shall be reviewed and executed by all Parties. 2. Term, The Term, or period of performance, is defined as the latest anticipated year for programmed funds allocated by the Orange County Transit Annual Work Program for all 2 Global Operating Agreement for Operations and Administration ❑range County, FY2025 Contract#YY-XXX 73 Attachment 1 Projects identified in Exhibit A, plus an additional twelve (12) months. 3. Purpose: The purpose of this Agreement Is to outline the details of how the Project(s) listed in Exhibit A attached hereto and incorporated herein by reference, being approved Project(s) in the ©range County Transit Annual Work Program, shall be implemented with programmed funding commitments as highlighted in Exhibit A, in accordance with the requirements of the Comprehensive Participation Agreement. 4. Responsibilities: A. Responsibilities of the Implementing Part . (1) The Implementing Party shall provide the Projects listed in Exhibit A and fund the cost of the Projects on an up-front basis, except as prodded herein. The Implementing Party is responsible for ensuring funds are available to pay for the Projects prior to requesting reimbursement from GoTriangle. (2) The Orange County Annual Transit Work Program Reimbursement Request and Financial Report Template ("Reimbursement Requests") must be submitted by the Implementing Party at least quarterly, or monthly if preferred by the Implementing Party. The reimbursement request shall be emailed to DOTransitReirrmbursements@gotriangle.org with a copy to the identified Tax District Administration staff Steven Schlossberg (SSchlossbergQgotrian Icl e.org) and Darlene Weaver(dweaverorangecountync.org). All Reimbursement Requests must be made using the Orange Transit Work Program Reimbursement Request and Financial Report template agreed to by the Parties and must include a signed statement by the Implementing Party's Finance Officer or designee stating that funds were spent in accordance with the Orange County Transit Work Program and with all applicable laws, rules, and regulations, and that the Reimbursement Request includes items due and payable. All Reimbursement Requests shall be based on actual expenses incurred as recorded in the financial system. (3) In special circumstances where an advance payment may be required, Reimbursement Requests must be submitted using the Reimbursement Request Template and with a justification for the advance payment request. Advance payments received by the Implementing Party must be disbursed within 72 hours of receipt from GoTriangle. (4) Any performance on which an Implementing Party receives reimbursement must be performed by ,lune 30 of that fiscal year. (5) Reimbursement Requests for expenses incurred as of June 30 shall be submitted by August 10 or date determined by the Tax District Administrator for the fiscal year in which the work was done. 3 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX 74 Attachment 1 (6) Further, the Implementing Party shall. (a) Ensure that Grange County Transit funds provided by GoTriangle are not misappropriated or misdirected to any other account, need, project, or line item, other than as listed in Exhibit A. (b) Monitor award activities, to include sub-awards, to provide reasonable assurance that funds are spent in compliance with applicable requirements. Responsibilities include accounting for receipts and expenditures, cash management, maintaining_ adequate financial records, and refunding disallowed expenditures. (c) Maintain a financial management system adequate for monitoring the accumulation of costs. (7) For new or extended transit routes, the Implementing Party agrees to coordinate with affected municipalities prior to implementation. These coordination efforts should include discussions as it relates to, but are not limited to, route planning and development, schedule development, installation of passenger amenities to support new transit operations, maintenance and upkeep of passenger amenities, public engagement and advertisement in relation to the new services, etc. B. Responsibilities of GoTriangle. (1) GoTriangle, as administrator of the Triangle Tax District, shall have the responsibilities and duties as set forth in the Governance ILA, including appropriating funds from the FY 2025 Triangle Tax District Grange Operating Ordinance in accordance with the Governance ILA. The specific appropriation and approved project budgets are further detailed in Exhibit A and in the FY2025 Grange County Transit Work Program. (2) GoTriangle, upon receipt of a Reimbursement Request, shall verify within five business days whether the Reimbursement Request is complete; is within the approved budget; is within the annual work plan, and is in accordance with the Grange Transit Billing, Payment, and Reimbursement Policy and Guidelines, adopted by GoTriangle, Grange County and DCHC MPG in 2023. Payment will be remitted within thirty (30) days of verification to the Implementing Party according to the payment instructions on file. If GoTriangle is unable to verify the Reimbursement Request, GoTriangle shall, within two (2) business days, notify the Implementing Party in writing of the deficiencies in the Reimbursement Request. The Implementing Party may thereafter submit a revised Reimbursement Request ("Revised Reimbursement Request"), which shall be verified within five business days of receipt. If the Revised Reimbursement Request is denied, the Implementing Party may place the item on the next SWG agenda for discussion and a recommendation to GoTriangle and the Implementing Party. (3) Where advance payments are requested, GoTriangle, after due consideration of the request, will remit funds via payment instructions on file. 4 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX 75 Attachment 1 (4) All disbursements from GoTriangle shall be in accordance with North Carolina General Statute 159 Article 3, known as the North Carolina Budget and Fiscal Control Act, and the Orange County Transit Financial Policies and Guidelines, which includes Billing, Payment and Reimbursement Policy and Guidelines, adopted by GoTriangle and DCHC MPO and Change County. C. Responsibilities of DCHC MPO (1) DCHC MPC) shall work with the Implementing Party to have the Project considered for inclusion in the DCHC MPO Transportation Improvement Program. D. Responsibilities of Orange County (1) Orange County, as a non-Implementing Party shall serve as a Party to this Agreement in accordance with the Orange County Transit Interlocal Agreement.. (2) Orange County shall review and approve all invoices for GoTriangle, as an Implementing Party, Projects; whether it be through quarterly, monthly or advanced payment cycles. Orange County shall follow a similar review process of Go Triangle reimbursements listed above" Responsibility of GoTriangle" item 2 and 3 listed in the above section. 5. Progress Reporting: Unless otherwise agreed in writing between Parties, the Implementing Party agrees to provide quarterly and annual reporting per the Comprehensive Participation Agreement for the Reported Deliverables as identified in Exhibit A using a Reporting Template agreed to by the Parties. The Implementing Party shall include financial status of each Project identified in Exhibit A in all quarterly reports (Q1, Q2, Q3, and Q4)-The implementing Party shall include in its enhanced Q2 and Q4 reports, a narrative description of physical progress, an assessment of risks that may impact delivery of the Projects identified in Exhibit A, and a forecast of anticipated deviations from project scope, schedule, and budget baselines identified in Exhibit A agreed upon template. If the Implementing Party is allocating local, federal, state, or other funds towards Projects identified in Exhibit A, it is the Implementing Party's responsibility if they desire to report those expenditures to the Tax District Administrator, which shall be included as part of the enhanced Q2 and Q4 reports. The Parties agree to share supporting documentation, if requested, in addition to their quarterly and annual reporting, in a timely manner. C. Progress Updates A. Meeting: Parties to this Agreement shall endeavor to schedule one project update meeting annually within the forum of the Staff Working Group, unless otherwise determined, so long as it precedes the development and publication of the Orange County Transit Draft Annual Work Program. This is to review the enhanced Q2 report developed by the Implementing Party and Implementation Partners and discuss the extent to which the Project, or sets of Projects, is achieving documented metrics; as 5 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX Attachment 1 76 outlined in Section 4 of this Agreement. Generally; these expectations can be defined through the three following elements: Cost, Schedule and Functionality. This meeting shall also evaluate and confirm that the Project or sets of Projects, is meeting expectations outlined in Exhibit A. and provide a forum to discuss proposed mitigation strategies when metrics are not on track. B. Amendment Initiation: If metrics for one or more Projects are not being met; Parties to this Agreement shall utilize the approved work program development and/or amendment process to make any necessary adjustments to support the meeting of defined expectations. 7. Further Agreements: The Parties agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of this Agreement. The Parties agree to work together in good faith and with all due diligence to provide for and carry out the purpose of this Agreement. 8. Amendment: Any extension of the Term of this Agreement and/or change to the content of this Agreement shall be by written amendment signed by all Parties. 9. Breach; Termination: In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance ILA; or(4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Comprehensive Participation Agreement (separately each a "breach"), any Party to this Agreement shall notify the SWG Administrator and the other Parties to this Agreement. The Non-Breaching party may place the item on a SWG agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement In full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement„ the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects 6 Global Operating Agreement for Operations and Administration ©range County, FY2025 Contract#f YY-XXX 77 Attachment 1 but may elect to continue implementing the Projects using funds from sources other than the Orange Transit Tax. (b) The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its Deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement. 10. ADA and Paratransit Requirements: The Implementing Party shall provide paratransit service as required by law within the ADA- required radius of the all day fixed-route bus services implemented as Projects pursuant to this Agreement. 11. Record Retention: All Parties must adhere to record retention guidelines as set forth in North Carolina General Statutes or federal guidelines as appropriate. 12. Notices: Any notice given pursuant to this Agreement shall be deemed given if delivered by hand or if deposited in the United States Mail, postage paid, certified mail, return receipt requested and addressed as follows: If to GoTriangle: GoTriangle Attn: President and CEO GoTriangle 4504 Emperor Blvd, Suite 100 Orange, NC 27703 And with a copy to: GoTriangle Attn: General Counsel GoTriangle 4600 Emperor Blvd, Suite 100 Orange, NC 27703 If to Clerk to the SING: Orange County Attn: SWG Administrator 201 E Main Street Orange, NC 27601 If to DCHC MPO: DCHC MPO Attn: Executive Director 7 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX Attachment 1 78 Central Pines Regional Council 4307 Emperor Blvd., Suite 113 Durham, NC 27703 13. Representations and' Warranties: The Parties each represent, covenant and warrant for the other's benefit as follows; A. Each Party has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and the individuals signing this Agreement have the right and power to do so. This Agreement is a valid and binding obligation of each Party. B.To the knowledge of each Party, neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with its terms and conditions, nor the consummation of the transactions contemplated by this Agreement, results in a breach of the terms, conditions and provisions of any agreement or instrument to which a Party is bound or constitutes a default under any of the foregoing. C.To the knowledge of each Party, there is no litigation or other court or administrative proceeding pending or threatened against such Party (or against any other person) affecting such Party's rights to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither such Party's execution and delivery of this Agreement, nor its compliance with its obligations under this Agreement, requires the approval of any regulatory body or any other entity the approval of which has not been obtained. D. The Parties agree to work together in good faith and with all due diligence to provide for and carry out the purpose of this Operating Agreement. 14. Merger and Precedence: The provisions of this Agreement, including all Exhibits and attachments, 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. Notwithstanding the foregoing, in the event of any inconsistency or conflict between this Agreement and the Participation Agreement or the Governance ILA, the terms of the Participation Agreement and Governance ILA have precedence. 15. Dispute Resolution: In the event of conflict or default that might arise for matters associated with this Agreement, the Parties agree to informally communicate to resolve the conflict. If any such dispute cannot be informally resolved, then such dispute, or any other matter arising under this 8 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#t YY-XXX 79 Attachment 1 Agreement, shall be subject to resolution In a court of competent jurisdiction. Such disputes, or any other claims, disputes or other controversies arising out of, and between the Parties shall be subject to and decided exclusively by the appropriate general court of justice of Orange County, North Carolina. 16. No Waiver of Non-Compliance with Agreement: No provision of this Agreement shall be deemed to have been waived by any Party hereto unless such waiver shall be in writing and executed by the same formality as this Agreement. The failure of any Party hereto at any time to require strict performance by the other of any provision hereof shall in no way affect the right of the other Party to thereafter enforce the same. In addition, no waiver or acquiescence by a Party hereto of any breach of any provision hereof by another Party shall be taken to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. 17, Force Majeure. The performance of each Party hereunder shall be excused for such period of time as performance is delayed due to force majeure. If any Party hereto is delayed in the completion of its obligations hereunder by the act, delay in providing approval, or default of the other Parties through no fault of the delayed Party, or by acts of God (which shall be deemed to include weather delays caused by rainfall, snow or other factors in excess of such weather for the season in which such performance is to occur that actually cause a delay in performance, fire, strikes, lockouts, unavoidable casualties, war, acts of terrorism, civil commotion, fire or other casualty, theft of materials, unseasonable shortages of materials or supplies, pandemic, epidemic, or any other cause whatsoever beyond the commercially reasonable control of the delayed Party then the time herein fixed for completion of such obligations shall be extended by the number of days that the delayed Party has thus been delayed. The delayed Party shall provide the other Parties hereto with written notice of any delay within ten (10) days after commencement of such delay; provided, however, that only one notice is necessary in the case of a continuing delay. 18. Governing Law: The Parties intend that this Agreement be governed by the law of the State of North Carolina. Proper venue for any action shall solely be Orange County. 19. Assignment: No Party may sell or assign any interest in or obligation under this Agreement without the prior express written consent of the other Parties. 20. 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 transportation projects pursuant to enumerated authority or funding sources separate from those in this Agreement. 9 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX Attachment 1 80 21. Execution in Counterparts/Electronic Version of Agreement: This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Any Party may convert a signed original of the Agreement to an electronic record pursuant to a North Carolina Department of Natural and Cultural Resources approved procedure and process for converting paper records to electronic records for record retention purposes. Such electronic record of the Agreement shall be deemed for all purposes to be an original signed Agreement. 22. No Waiver of Sovereign Immunity: Nothing in this Agreement shall be construed to mandate purchase of insurance by any municipality pursuant to N.C.G.S. 16OA-485; or to in any other 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. 23. 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. 24. Verification of Work Authorization; Iran Divestment Act: All Parties, and any permitted subcontractors, shall 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. 147-86.59. 25. No third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement. 26. E Verify: All Parties shall comply with E-Verify, the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law and as in accordance with N.C,G.S. §64- 25 of seq. In addition, to the best of a Party's knowledge, any subcontractor employed by a Party as a part of this Agreement shall be in compliance with the requirements of E-Verify and N.C.G.S. §64-25 of seq. In 10 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX 81 Attachment 1 cases of conflict between this Agreement and any of the above incorporated attachments or references, the terms of this Agreement shall prevail. 27. Companies Boycotting Israel Divestment Act Certification The Parties certify that they have not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. 147- 85.81. 28. Electronic Signatures: Parties acknowledge and agree that the electronic signature application Adobe Sign may be used to execute this Agreement and any associated documents. By 11 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX 82 Attachment 1 selecting "I Agree," "I Accept," or other similar item, button, or icon via use of a keypad, mouse, or other device, as part of the Adobe Sign application, Parties consent to be legally bound by the terms and conditions of this Agreement and that such act constitutes Parties' signatures as if signed by Parties in writing. Parties also agree that no certification authority or other third-party verification is necessary to validate the electronic signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of the electronic signature. Parties acknowledge and agree that delivery of a copy of this Agreement or any other document contemplated hereby,through the Adobe Sign application, will have the same effect as physical delivery of the paper document bearing an original written signature. SIGIVATUR,E PAGES FOLLOW Orange County t By: Bonnie Hammersley, County V`e r 12 Global Operating Agreement for Operations and Administration Orange County, FY2025 Contract#YY-XXX 83 Attachment 1 RESEARCH TRIANGLE REGIONAL PUBLIC This instrument has been preaudited in the manner TRANSPORTATION AUTHORITY(d/b/a required by The Local Government Budget and Fiscal G©Triangle) Control Act. By: Charles E. Lattuca President and CEO Saundra Freeman, Chief Financial Officer for GoTriangle This,the day of , 2022. This,the_day of ,2022. Reviewed and Approved as to legal form. T. Byron,Smith,General Counsel Attac 84 Template Exhibit A Project Project Project Subcategory ID LCategory Project Description&Goals Project at a Glance A PROJECT DESCRIPTION, ADAPTED FROM Project Title ANNUAL WORK PROGRAM, GOALS THAT THE Agency([PROJECT SPONSOR]) PROJECT SHOULD BE ACHIEVING — Parties to Project DEFINEDfSUPPLIED BY THE PROJECT SPONSOR AND REVIEWED BY THE SWG Budgeted FYXX Costs (Current ADMINISTRATOR/SWG Year) Programmed FYXX Costs (Subsequent Year) Planned Start Date PROJECT IMPLEMENTATION METRICS Metric Goal (this is aspirational, not necessarily binding) Listing and format may vary based on project type. Example is shown below for a capital example-bus stop improvement program: Number of Bus Stops Completed Per Year FY24 40 FY25 50 FY26-30 75 FY30 All Stops in Orange Improved Percentage of Bus Stops Meeting Adopted Amenity Need to establish goals Standards Miles of Sidewalk Constructed with Stop No goal set as it is context specific, but we Improvements want to report the output Number of New and Improved Crosswalks No goal set as it is context specific, but we Constructed at Bus Stops want to report the output Actual Expenditures versus Planned Expenditures See table below for anticipated expenditures MWBE Contracting I n1a TRANSIT PLAN PERFORMANCE METRICS List the programmatic Transit Plan Performance Metrics that this project is expected to contribute towards. Example is shown below for bus stop improvement program: Improved customer satisfaction survey results increased ridership Reduced emissions due to ridership Improved safety near bus stops Attachment 4 85 GLOBAL CAPITAL FUNDING AGREEMENT FOR CAPITAL INFRASTRUCTURE ORANGE COUNTY TRANSIT FY 2025 This Global Capital Funding Agreement ("Agreement") is made by and between Research Triangle Regional Public Transportation Authority, d/b/a GoTriangle ("GoTriangle") as the administrator of the Triangle Tax District, and Orange County ("Implementing Party") and Orange County ("County"). The foregoing may collectively be referred to as "Parties." WHEREAS, the Parties to Agreement, who have or may have specific roles in the implementation of public transit and the support of public transit infrastructure in the Orange County area, have determined that it is in their best interest and the best interest of the constituents they represent to coordinate future public transit planning, funding, expansion and construction; and WHEREAS, an extensive community driven process was used to develop a strategic transit vision document that set forth an enhanced public transit plan for Orange County, referred to as the "Orange County Transit Plan" ("Orange Transit Plan"), and this Plan was unveiled on or about, and adopted by the GoTriangle Board of Trustees on, the Durham Chapel Hill Carrboro Metropolitan Planning Organization's ("DCHC MPO") Policy Board on, and the Orange County Board of Commissioners in 2022; and WHEREAS, in conjunction with the Orange Transit Plan, GoTriangle, Orange County, and DCHC MPO (collectively, "the Governance ILA Parties") adopted the Orange Transit Governance Interlocal Agreement ("Governance ILA") that creates a governance structure for the implementation of the Orange Transit Plan by and through the annual Orange County Transit Annual Work Program; and WHEREAS, based on Section 5.02 of the Governance ILA, DCHC MPO has the authority to enter into this Agreement and enforce the provisions thereof and is a necessary Party to this Agreement; and WHEREAS, the Governance ILA specifically created the Staff Working Group ("SWG") and charged the SWG with coordinating and recommending the planning and implementation aspects of the Orange County Transit Annual Work Program; and WHEREAS, the Governance ILA Parties, together with the Implementing Party, the City of Orange, entered into a Comprehensive Participation Agreement ("Participation Agreement"), which, among other purposes, established standards that govern the Participation Agreement Parties' eligibility for inclusion of sponsored Implementation Elements in the Orange County Transit Annual Work Program, receipt of funding allocations from Orange County Transit Tax Revenue, and confirmed the Comprehensive Participation Agreement Parties' roles in carrying out SWG responsibilities; and 86 WHEREAS, the FY 2025 Orange County Transit Annual Work Program was developed and recommended by the SWG, presented for public comment, and adopted, as required, by the Boards of Orange County and GoTriangle; and WHEREAS, the FY2025 Triangle Tax District Orange Capital Ordinance was adopted by the GoTriangle Board of Trustees; and WHEREAS, the Parties desire to implement the components of the FY2025, Orange County Transit Annual Work Program as adopted by GoTriangle and Orange County; and WHEREAS, as stated in the Comprehensive Participation Agreement, all Implementation Elements ("Projects") contained in the Orange County Transit Annual Work Program, whether partially or fully funded with Orange County Transit Tax Revenues, will not move forward until Implementation Agreements, which shall include Global/Capital Funding Agreements and/or Global/Operating Agreements, are executed by and between the Implementing Party, GoTriangle, as administrator of the Special District, and all other appropriate Parties as identified in Exhibit A. WHEREAS, Orange County, shall be a party to any Capital Infrastructure Agreement if any Project involves federal or state funding that is otherwise under the distribution and program management responsibility of Orange County or, regardless of funding source, constitutes a regionally significant project as defined in 23 CFR§ 450.104; and WHEREAS, the Parties are authorized to enter into this Agreement pursuant to, inter alia, N.C.G.S. §§ 160A-20.1; 160A-312; 160A-313; 160A-610; 153A-275; 153A-276; and 153A-449. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants herein contained, the Parties hereto agree as follows: 1. Annual Approval: The Agreement shall be reviewed annually to determine project progress and appropriate updates to Exhibit A documents, which is then executed by all appropriate Parties. The review and approval should consist of: A. Addition of new Projects to the Exhibit A if one or more is identified to be included as a part of this Agreement. B. Removal of active Projects from the Exhibit A if one is identified by Project sponsor to be completed during the Agreement review process. C. Update of scope, schedule, and budget baselines for active Projects with a duration longer than the current year of this Agreement, as defined in the Exhibit A. Documentation shall maintain record of both original planned dates and updated planned dates and include supporting allocation of programmed and planned funds from local funding revenue sources as defined by the Annual Work Program and Multi-Year Capital Improvement Plan. D. Updated Agreement shall be reviewed and executed by all parties to the Agreement. 2 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 87 2. Term: The Term, or period of performance, is defined as the latest anticipated completion date of all Projects identified in Exhibit A, which incorporates references to the Multi-Year Capital Improvement Plan. 3. Purpose: The purpose of this Agreement is to outline the details of how the Project(s) listed in Exhibit A attached hereto and incorporated herein by reference, being approved Projects in the Orange County Transit Annual Work Program, shall be implemented with programmed funding commitments as highlighted in the Exhibit A, in accordance with the requirements of the Comprehensive Participation Agreement. 4. Responsibilities: A. Responsibilities of the Implementing Party. (1) The Implementing Party shall provide the Projects listed in Exhibit A and fund the cost of the Projects on an up-front basis, except as provided herein. The Implementing Party is responsible for ensuring local funds are available to pay for costs incurred related to Project phases, or invoices, prior to requesting reimbursement from GoTriangle, except in instances where advance payments are requested. Implementing Parties may utilize pre-award authority for Capital Projects requiring immediate implementation. Pre-award authority may not be exercised until the annual budget has been recommended by the SWG and adopted by the governing boards of Orange County and GoTriangle. (2) The Orange County Transit Annual Work Program Reimbursement Request and Financial Report Template ("Reimbursement Requests") must be submitted by the Implementing Party at least quarterly, or monthly if preferred by the Implementing Party. The reimbursement request shall be emailed to DOTransitReimbursements@gotriangle.org with a copy to the identified Tax District Administration staff Steven Schlossberg SSchlossberg(a-gotriangle.org and Darlene Weaver dweaver(a)orangecountync.orq. (3) All Reimbursement Requests must be made using the Orange County Transit Annual Work Program Reimbursement Request and Financial Report Template agreed to by the Parties and must include a signed statement by the Implementing Party's Finance Officer or designee stating that funds were spent in accordance with the Orange County Transit Annual Work Program and with all applicable laws, rules, and regulations, and that the Reimbursement Request includes items due and payable. 3 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 88 All Reimbursement Requests shall be based on actual expenses incurred as recorded in the financial system. (4) In special circumstances where an advance payment may be required, Reimbursement Requests must be submitted using the Reimbursement Request Template and with a justification for the advance payment request. Advance payments received by the Implementing Party must be disbursed within 72 hours of receipt from GoTriangle. (5) Any work for which an Implementing Party receives reimbursement must be performed by June 30 of that fiscal year. (6) Reimbursement Requests for expenses incurred as of June 30 shall be submitted by August 10 or date determined by the Tax District Administrator for the fiscal year in which the work was done. (7) Further, the Implementing Party shall: (a) Ensure that Orange Transit funds provided by GoTriangle are not misappropriated or misdirected to any other account, need, project, or line item, other than as listed in Exhibit A. The Implementing Party shall have an obligation to return any reimbursed or advanced payments that were misappropriated or expended outside the approved Project(s) listed in Exhibit A. (b) Monitor award activities, to include sub-awards, to provide reasonable assurance that funds are spent in compliance with applicable requirements. Responsibilities include accounting for receipts and expenditures, cash management, maintaining adequate financial records, and refunding disallowed expenditures. (c) Maintain a financial management system adequate for monitoring the accumulation of costs. (8) The Implementing Party agrees to coordinate with the municipality as it relates to transit service that enters the local municipal area. These coordination efforts should include discussions as it relates to, but are not limited to, passenger amenities, maintenance and upkeep of passenger amenities, public engagement and advertisement in relation to the new/enhanced services, etc. These coordination efforts shall occur prior to the execution of the Implementation Elements identified in Exhibit A. B. Responsibilities of GoTriangle. (1) GoTriangle, as administrator of the Triangle Tax District, shall have the responsibilities and duties as set forth in the Governance ILA, including appropriating funds from the FY2025 Triangle Tax District Capital Ordinance in accordance with the Governance ILA. The specific appropriation and approved Project budgets are further detailed in Exhibit A and in the FY2025 Orange County Transit Annual Work Program. 4 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 89 (2) GoTriangle, upon receipt of a Reimbursement Request, shall verify within five business days whether the Reimbursement Request is complete; is within the approved budget; is within the annual work plan; and is in accordance with the Orange County Transit Financial Policies & Procedures, which includes Billing, Payment, and Reimbursement Policy and Guidelines, adopted by GoTriangle, DCHC MPO and Orange County in 2023. If GoTriangle is unable to verify the Reimbursement Request, GoTriangle shall, within two (2) business days, notify the Implementing Party in writing of the deficiencies in the Reimbursement Request. The Implementing Party may thereafter submit a revised Reimbursement Request ("Revised Reimbursement Request'), which shall be verified within five (5) business days of receipt. If the Revised Reimbursement Request is denied, the Implementing Party may place the item on the next SWG agenda for discussion and a recommendation to GoTriangle and the Implementing Party. (3) Where advance payments are requested, GoTriangle, after due consideration of the request, will remit funds via payment instructions on file. (4) All disbursements from GoTriangle shall be in accordance with North Carolina General Statute 159 Article 3, known as the North Carolina Budget and Fiscal Control Act, and the Orange Transit Financial Policies and Guidelines, adopted by GoTriangle on and DCHC MPO on and Orange County on. C. Responsibilities of DCHC MPO. (1) DCHC MPO shall work with the Implementing Party to have the Project considered for inclusion in the DCHC MPO Metropolitan Transportation Plan and Transportation Improvement Program. D. Responsibilities of Orange County as a Non-Implementing Party (1) Orange County, as a non-Implementing Party shall serve as a Party to this Agreement in accordance with the Orange County Transit Interlocal Agreement. (2) If GoTriangle is an Implementing Party, Orange County shall review and approve all invoices for the GoTriangle sponsored Projects, whether it be through quarterly, monthly or advanced payment cycles. Orange County shall follow a similar review process of GoTriangle reimbursement listed above `Responsibility of "GoTriangle" item 2 and 3 listed in the above section. 5. Progress Reporting: Unless otherwise agreed in writing between Parties, the Implementing Party agrees to provide quarterly and annual reporting per the Comprehensive Participation Agreement 5 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 90 for the Reported Deliverables as identified in Exhibit A using a Reporting Template agreed to by the Parties. The Implementing Party shall include financial status of each Project identified in Exhibit A in all quarterly reports (Q1, Q2, Q3, and Q4).The implementing Party shall include in its enhanced Q2 and Q4 reports, a narrative description of physical progress, an assessment of risks that may impact delivery of the Projects identified in Exhibit A, and a forecast of anticipated deviations from project scope, schedule, and budget baselines identified in Exhibit A agreed upon template. If the Implementing Party is allocating local, federal, state, or other funds towards Projects identified in Exhibit A, it is the Implementing Party's responsibility if they desire to report those expenditures to the Tax District Administrator, which shall be included as part of the enhanced Q2 and Q4 reports. The Parties agree to share supporting documentation, if requested, in addition to their quarterly and annual reporting, in a timely manner. 6. Progress Updates A. Meeting: Parties to this Agreement shall endeavor to schedule one project update meeting annually within the forum of the Staff Working Group, unless otherwise determined, so long as it precedes the development and publication of the Orange County Transit Draft Annual Work Program. This is to review the enhanced Q2 report developed by the Implementing Party and Implementation Partners and discuss the extent to which the Project, or sets of Projects, is achieving documented metrics, as outlined in Section 4 of this Agreement. Generally, these expectations can be defined through the three following elements: Cost, Schedule and Functionality. This meeting shall also evaluate and confirm that the Project, or sets of Projects, is meeting expectations outlined in Exhibit A, and provide a forum to discuss proposed mitigation strategies when metrics are not on track. B. Amendment Initiation: If metrics for one or more Projects are not being met, Parties to this Agreement shall utilize the approved work program development and/or amendment process to make any necessary adjustments to support the meeting of defined expectations. 7. Further Agreements: The Parties agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of this Agreement. 8. Amendment: Any extension of the Term of this Agreement and/or change to the content of this Agreement shall be by written amendment signed by all Parties. 9. Breach; Termination: 6 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 91 In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) Parties to this Agreement fail to fulfill responsibilities and duties as set out in the Governance ILA; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Comprehensive Participation Agreement (separately each a "breach"), any Party to this Agreement shall notify the SWG Administrator to the SWG Committee and the other Parties to this Agreement. The Non-breaching Party may place the item on a SWG agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or(2)elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects but may elect to continue implementing the Projects using funds from sources other than the Orange Transit Tax. (b) The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the project status. 10. Record Retention: All Parties must adhere to record retention guidelines as set forth in North Carolina General Statutes or federal guidelines as appropriate. 11. Notices: Any notice given pursuant to this Agreement shall be deemed given if delivered by hand or if deposited in the United States Mail, postage paid, certified mail, return receipt requested and addressed as follows: If to GoTriangle: GoTriangle Attn: President and CEO 4600 Emperor Blvd, Suite 100 Orange, NC 27703 And with a copy to: 7 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 92 GoTriangle Attn: General Counsel 4600 Emperor Blvd, Suite 100 Orange, NC 27703 If to the Clerk to the SWG Orange County Attn: Nishith Trivedi 600 N NC 86 Hillsborough, NC 27278 12. Representations and Warranties: The Parties each represent, covenant and warrant for the other's benefit as follows: A. Each Party has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and the individuals signing this Agreement have the right and power to do so. This Agreement is a valid and binding obligation of each Party. B. To the knowledge of each Party, neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with its terms and conditions, nor the consummation of the transactions contemplated by this Agreement, results in a breach of the terms, conditions and provisions of any agreement or instrument to which a Party is bound or constitutes a default under any of the foregoing. C. To the knowledge of each Party, there is no litigation or other court or administrative proceeding pending or threatened against such Party (or against any other person) affecting such Party's rights to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither such Party's execution and delivery of this Agreement, nor its compliance with its obligations under this Agreement, requires the approval of any regulatory body or any other entity the approval of which has not been obtained. D. Parties agree to work together in good faith and with all due diligence to provide for and carry out the purpose of this Capital Funding Agreement. E. The Project(s) listed in the attached Exhibit A are not debt funded unless otherwise approved in accordance with the Orange County Transit Interlocal Agreement and supporting Financial Policies & Procedures. 13. Merger and Precedence: The provisions of this Agreement, including all Exhibits and attachments, constitute the entire agreement by and between the Parties hereto and shall supersede all previous 8 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 93 communications, representations or agreements, either oral or written between the Parties hereto with respect to the subject matter hereof. Notwithstanding the foregoing, in the event of any inconsistency or conflict between this Agreement and the Comprehensive Participation Agreement or the Governance ILA, the terms of the Comprehensive Participation Agreement and Governance ILA have precedence. 14. Dispute Resolution: In the event of conflict or default that might arise for matters associated with this Agreement, the Parties agree to informally communicate to resolve the conflict. If any such dispute cannot be informally resolved, then such dispute, or any other matter arising under this Agreement, shall be subject to resolution in a court of competent jurisdiction. Such disputes, or any other claims, disputes or other controversies arising out of, and between the Parties shall be subject to and decided exclusively by the appropriate general court of justice of Orange County, North Carolina. 15. No Waiver of Non-Compliance with Agreement: No provision of this Agreement shall be deemed to have been waived by any Party hereto unless such waiver shall be in writing and executed by the same formality as this Agreement. The failure of any Party hereto at any time to require strict performance by the other Party of any provision hereof shall in no way affect the right of the other Party to thereafter enforce the same. In addition, no waiver or acquiescence by a Party hereto of any breach of any provision hereof by another Party shall be taken to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. 16. Force Majeure. The performance of each Party hereunder shall be excused for such period of time as performance is delayed due to force majeure. If any Party hereto is delayed in the completion of its obligations hereunder by the act, delay in providing approval, or default of the other Parties through no fault of the delayed Party, or by acts of God (which shall be deemed to include weather delays caused by rainfall, snow or other factors in excess of such weather for the season in which such performance is to occur that actually cause a delay in performance, fire, strikes, lockouts, unavoidable casualties, war, acts of terrorism, civil commotion, fire or other casualty, theft of materials, unseasonable shortages of materials or supplies, pandemic, epidemic, or any other cause whatsoever beyond the commercially reasonable control of the delayed Party then the time herein fixed for completion of such obligations shall be extended by the number of days that the delayed Party has thus been delayed. The delayed Party shall provide the other Parties hereto with written notice of any delay within ten (10) days after commencement of such delay; provided, however, that only one notice is necessary in the case of a continuing delay. 17. Compliance Non-Discrimination Law and Policy. Parties shall not discriminate against any contractor, employee, or applicant for employment because of age, race, sex, sexual orientation, gender identity or expression, creed, national origin or ancestry, marital or familial status, pregnancy, military status, religious belief or non-belief, or disability. Parties 9 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 94 shall take affirmative action to ensure that qualified applicants are employed and that employees are treated fairly and legally during employment with regard to their age, race sex, sexual orientation, gender identity or expression, creed, national origin or ancestry, marital or familial status, pregnancy, military status, religious belief or non-belief, or disability. In the event Implementing Party is determined by the final order of an appropriate agency or court to be in violation of any non-discrimination provision of federal, state or local law or this provision, this Agreement may be canceled, terminated or suspended in whole or in part by COUNTY. Implementing Party certifies that Implementing Party shall abide by Orange County Ordinance Article I, Sections 15-1 through 15-85. Failure to abide by said Ordinance is a breach of this Agreement and grounds for terminating the Agreement for cause and without fault or liability to COUNTY. 18. Governing Law: The Parties intend that this Agreement be governed by the law of the State of North Carolina. Proper venue for any action shall solely be Orange County. 19. Assignment: No Party may sell or assign any interest in or obligation under this Agreement without the prior express written consent of the other Parties. 20. 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 transportation projects pursuant to enumerated authority or funding sources separate from those in this Agreement. 21. Execution in Counterparts/Electronic Version of Agreement: This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Any Party may convert a signed original of the Agreement to an electronic record pursuant to a North Carolina Department of Natural and Cultural Resources approved procedure and process for converting paper records to electronic records for record retention purposes. Such electronic record of the Agreement shall be deemed for all purposes to be an original signed Agreement. 22. No Waiver of Sovereign Immunity: Nothing in this Agreement shall be construed to mandate purchase of insurance by any municipality pursuant to N.C.G.S. 160A-485; or to in any other 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. 23. No Waiver of Qualified Immunity: No officer, agent or employee of any Party shall be subject to any personal liability by reason 10 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 95 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. 24. Verification of Work Authorization; Iran Divestment Act: All Parties, and any permitted subcontractors, shall 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. 25. No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement. 26. E—Verify: All Parties shall comply with E-Verify, the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law and as in accordance with N.C.G.S. §64- 25 et seq. In addition, to the best of to Party's knowledge, any subcontractor employed by a Party as a part of this Agreement shall be in compliance with the requirements of E-Verify and N.C.G.S. §64-25 et seq. In cases of conflict between this Agreement and any of the above incorporated attachments or references, the terms of this Agreement shall prevail. 27. Companies Boycotting Israel Divestment Act Certification: Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. 147- 86.81. 28. Electronic Signatures: Parties acknowledge and agree that the electronic signature application Adobe Sign may be used to execute this Agreement and any associated documents. By selecting "I Agree," "I Accept," or other similar item, button, or icon via use of a keypad, mouse, or other device, as part of the Adobe Sign application, Parties consent to be legally bound by the terms and conditions of this Agreement and that such act constitutes Parties'signatures as if signed by Parties in writing. Parties also agree that no certification authority or other third-party verification is necessary to validate the electronic signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of the electronic signature. Parties acknowledge and agree that delivery of a copy of this Agreement or any other document contemplated hereby,through the Adobe Sign application, will have the same effect as physical delivery of the paper document bearing an original written signature. SIGNATURE PAGES FOLLOW 11 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 96 Orange County By: Travis Myren, County Manager 12 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 97 RESEARCH TRIANGLE REGIONAL PUBLIC This instrument has been preaudited in the manner TRANSPORTATION AUTHORITY(d/b/a required by The Local Government Budget and Fiscal GoTriangle) Control Act. By: Charles E. Lattuca, President and CEO Saundra Freeman,Chief Financial Officer for GoTriangle This,the_day of . 2022• This, the_day of 12022. Reviewed and Approved as to legal form. T. Byron Smith, General Counsel 13 Global Operating Agreement for Transit Capital Infrastructure Orange County, FY2025 Contract#YY-XXX 98 Template Exhibit A Project Project Project Subcategory ID Category Project Description &Goals Project at a Glance Project Title Agency Parties to Project Estimated Total Project Cost Budgeted FYXX Costs funded by this Agreement Programmed FYXX Costs funded by this Agreement Start Date Anticipated End Date PROJECT SCHEDULE Original Planned Date Current Planned Date PROJECT IMPLEMENTATION METRICS Metric Goal (this is aspirational, not necessarily binding) Listing and format may vary based on project type. Example is shown below for bus stop improvement program: Number of Bus Stops Completed Per Year FY24 40 FY25 50 FY26-30 75 FY30 All Stops in Orange Improved Percentage of Bus Stops Meeting Adopted Amenity Standards Need to establish goals Miles of Sidewalk Constructed with Stop Improvements No goal set as it is context specific, but we want to report the output Number of New and Improved Crosswalks Constructed at Bus Stops No goal set as it is context specific, but we want to report the output Actual Expenditures versus Planned Expenditures See table below for anticipated expenditures MWBE Contracting n/a TRANSIT PLAN PERFORMANCE METRICS List the programmatic Transit Plan Performance Metrics that this project is expected to contribute towards. Example is shown below for bus stop improvement program: Improved customer satisfaction survey results Increased ridership Reduced emissions due to ridership Improved safety near bus stops CAPITAL COSTS PRIOR FYXX FYXX FYXX FYXX TOTAL YEARS Agency Cost(Labor& Overhead) Planning& Feasibility Design & Engineering Construction Land Acquisition Lease Equipment&Technology Unallocated Contingency Vehicles &Spare Parts Other TOTAL CAPITAL COSTS* TOTAL CAPITAL FUNDING COMMITTED BY THIS AGREEMENT(I.E. ORANGE TRANSIT PLAN FUNDING) ANTICIPATED OTHER FUNDING UNFUNDED COSTS (IF ANY) *Defined numbers in the Capital Costs Table are projections over the life of the project. `Estimated Total Project Cost'listed in table above Capital Costs Table is the official planned/programmed dollar amount per the annual work program, unless otherwise amended.