HomeMy WebLinkAboutAgenda - 02-25-2025; 8-d - Global Agreements for Operating and Capital Projects for Transit 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: February 20, 2025
Action Agenda
Item No. 8-d
SUBJECT: Global Agreements for Operating and Capital Projects for Transit
DEPARTMENT: Orange County Transportation Services
ATTACHMENT(S): INFORMATION CONTACT:
1. GoTriangle Global Agreements — Nishith Trivedi, Transportation Director,
Capital and Operating 919-245-2007
2. Orange County Global Agreements —
Capital and Operating
PURPOSE: To approve Global Agreements for operating and capital projects for transit between
GoTriangle and Orange County.
BACKGROUND: On June 20, 2023, the Board of County Commissioners and GoTriangle, in
collaboration with the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization (now
Triangle West Transportation Planning Organization) and its member jurisdictions, adopted a
revised governance framework for administering the Transit Tax. This update, supported by an
amended Interlocal Implementation Agreement, replaced the previous percentage-based
allocation of transit tax funds among providers. Instead, projects funded under the 2022 Transit
Plan are now governed by Global Agreements among Implementing Parties, fostering greater
accountability and transparency in transit funding and project oversight.
A central element of this framework is the Comprehensive Participation Agreement, which grants
implementing parties (e.g. project sponsors) a voting seat on the Staff Work Group (SWG). It also
mandates that all parties sign a Global Agreement outlining the terms and conditions for projects
included in the Annual Work Program. Funds are allocated only after these agreements are fully
executed, ensuring financial accountability. Projects not included in the Global Agreements are
not eligible for reimbursement from Transit Tax funds.
As the administrator of the Transit Staff Work Group, Orange County oversees the development
of both the Transit Tax Plan and the Annual Work Program. In this capacity, the Orange County
Board of Commissioners approved the County's Operating Agreement on November 14, 2023,
and the Capital Agreement on December 2, 2024.
To support the implementation of the FY25 Annual Work Program and the development of the
FY26 Annual Work Program, Orange County has received the Global Agreements for Capital and
Operating (Attachment 1) from GoTriangle. These agreements are critical for ensuring effective
collaboration and the seamless execution of transit projects funded by the Transit Tax.
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Staff also requests approval of an update to Section 4.A.(2) of the County's Global Agreements
(Attachment 2) to transition from quarterly to monthly reimbursements. This change aligns with
Wake County's reimbursement structure and aims to enhance accounting efficiency.
FINANCIAL IMPACT: Project Sponsors like Orange County and GoTriangle receive Transit Tax
reimbursements per the exhibits identified in the Global Agreements as approved in the Annual
Work Program.
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 the GoTriangle and
Orange County Global Agreements for Operating and Capital transit projects (Attachments 1 and
2) and authorize the County Manager to sign.
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GLOBAL AGREEMENT FOR
TRANSIT CAPITAL INFRASTRUCTURE
GO TRIANGLE 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" and
"Implementing Party") 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" ("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
County 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
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Global Agreement for Transit Capital Infrastructure
Go Triangle, FY2025
Contract#YY-XXX
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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.
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Global Agreement for Transit Capital Infrastructure
Go Triangle, FY2025
Contract#YY-XXX
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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(@orangecountync.org.
(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.
All Reimbursement Requests shall be based on actual expenses incurred as recorded
in the financial system.
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(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 as Implementing Party.
(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.
(2) 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
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Go Triangle, FY2025
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DCHC MPO on and Orange County on.
(3) Where advance payments are requested, Orange County, after due consideration of
the request, will approve reimbursement of funds via payment instructions on file.
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.
(3) 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 include Billing, Payment, and
Reimbursement Policy and Guidelines, adopted by GoTriangle, DCHC MPO and
Orange County in 2023.
(4) Where advance payments are requested, Orange County, after due consideration of
the request, will approve reimbursement of funds via payment instructions on file.
If Orange County is unable to verify the Reimbursement Request, Orange County
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.
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
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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 provides 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:
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
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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
Durham, NC 27703
And with a copy to:
GoTriangle
Attn: General Counsel
4600 Emperor Blvd, Suite 100
Durham, NC 27703
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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. Mercier 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 Comprehensive Participation Agreement or the Governance ILA, the
terms of the Comprehensive Participation Agreement and Governance ILA have
precedence.
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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 Maieure. 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
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
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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
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
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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
Go Triangle
By:
Katherine Eggleston, Interim Vice
President for Business Transformation
Orange County
By:
Travis Myren, County Manager
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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 12022. This, the_day of 2022.
Reviewed and Approved as to legal form.
T. Byron Smith, General Counsel
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EXHIBIT-A 15
GO FORWARD
A COMMUNITY INVESTMENT IN TRANSIT
Orange Transit Work Plan-Capital Global Agreement
Implementing/Operating Agency GoTriangle Parties to Agreement: Orange County,GoTriangle
Total Transit Plan Approriation $4,133,335
Project Regional Technology Plan Update
Project ID(s)from FY25 Orange
25GOTCDI8
Transit Work Plan
FY 2025 Budget $25,000 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project ERP System
Project ID(s)from FY25 Orange
19GOTC001
Transit Work Plan
Prior Year Adopted Funding/Budget $239,152 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $8,531
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended, is incorporated herein by reference.
Project Origin Destination Survey
Project ID(s)from FY25 Orange
21GOTC001
Transit Work Plan
Prior Year Adopted Funding/Budget $245,000 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $245,000
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
Project Transit Facilities Study
Project ID(s)from FY25 Orange
21GOTC003
Transit Work Plan
Prior Year Adopted Funding/Budget $37,500 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $18,702
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
EXHIBIT-A 16
Project LRT-Chapel Hill
Project ID(s)from FY25 Orange
LRT
Transit Work Plan
Prior Year Adopted Funding/Budget $503,012 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $138,046
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
Project Bus Stop Improvements
Project ID(s)from FY25 Orange 18GOTCD12
Transit Work Plan
Prior Year Adopted Funding/Budget $381,100 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $177,074
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
Project Mobile Ticketing Validators
Project ID(s)from FY25 Orange 20GOTCD03
Transit Work Plan
Prior Year Adopted Funding/Budget $100,000 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $43,372
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
Project Priority Transit Access Improvements
Project ID(s)from FY25 Orange
22GOTCD01
Transit Work Plan
Prior Year Adopted Funding/Budget $100,000 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $94,720
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended, is incorporated herein by reference.
Project Regional Bus Operation&Maint Facility
Project ID(s)from FY25 Orange
23GOTCD02
Transit Work Plan
FY 2025 Budget $525,000 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
EXHIBIT-A 17
Project Regional Bus Operation&Maint Facility
Project ID(s)from FY25 Orange
23GOTCD02
Transit Work Plan
Prior Year Adopted Funding/Budget $500,000 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $479,378
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
Project Triangle Mobility Hub
Project ID(s)from FY25 Orange 23GOTCD04
Transit Work Plan
FY 2025 Budget $140,000 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project Triangle Mobility Hub
Project ID(s)from FY25 Orange
23GOTCD04
Transit Work Plan
Prior Year Adopted Funding/Budget $240,000 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $220,994
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
Project Hillsborough Park and Ride
Project ID(s)from FY25 Orange 25GOTCD01
Transit Work Plan
FY 2025-Q2 Budget Amendment $800,000 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Bus Purchases
Project ID(s)from FY25 Orange
21GOTVP01
Transit Work Plan
Prior Year Adopted Funding/Budget $2,222,160 for project or as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $766,166
The project description included in the prior year Adopted Orange Transit Work Plan,and
Scope/Description as amended,is incorporated herein by reference.
EXHIBIT-A 18
Project Bus Purchases
Project ID(s)from FY25 Orange
22GOTVP01
Transit Work Plan
FY 2025 Budget $216,667 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Bus Purchases
Project ID(s)from FY25 Orange 25CHTVP15
Transit Work Plan
FY 2025 Budget $209,684 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project PHEV Vehicles
Project ID(s)from FY25 Orange 25GOTVP04
Transit Work Plan
FY 2025-Q2 Budget Amendment $25,000 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Contract# 25-004
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GLOBAL AGREEMENT FOR
TRANSIT OPERATIONS
GO TRIANGLE 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" and
"Implementing Party") 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" ("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
County 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
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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.
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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(@orangecountync.org.
(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.
All Reimbursement Requests shall be based on actual expenses incurred as recorded
in the financial system.
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(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 as Implementing Party.
(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.
(2) 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
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DCHC MPO on and Orange County on.
(3) Where advance payments are requested, Orange County, after due consideration of
the request, will approve reimbursement of funds via payment instructions on file.
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.
(3) 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 include Billing, Payment, and
Reimbursement Policy and Guidelines, adopted by GoTriangle, DCHC MPO and
Orange County in 2023.
(4) Where advance payments are requested, Orange County, after due consideration of
the request, will approve reimbursement of funds via payment instructions on file.
If Orange County is unable to verify the Reimbursement Request, Orange County
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.
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
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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:
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
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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
Durham, NC 27703
And with a copy to:
GoTriangle
Attn: General Counsel
4600 Emperor Blvd, Suite 100
Durham, NC 27703
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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. Mercier 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 Comprehensive Participation Agreement or the Governance ILA, the
terms of the Comprehensive Participation Agreement and Governance ILA have
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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 Maieure. 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
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
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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
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
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Go Triangle, FY2025
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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
Go Triangle
By:
Katherine Eggleston, Interim Vice
President for Business Transformation
Orange County
By:
Travis Myren, County Manager
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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 12022. This, the_day of 2022.
Reviewed and Approved as to legal form.
T. Byron Smith, General Counsel
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EXHIBIT A 31
GO FORWARD
A COMMUNITY INVESTMENT IN TRANSIT
Exhibit A
Orange Transit Work Plan-Operating Global Agreement
Implementing/Operating Agency GoTriangle Parties to Agreement: Orange County,GoTriangle
Total Transit Plan Approriation $2,300,818
Project 1.0 FTE:Financial Staff
Project ID(s)from FY25 Orange
21GOTAD01
Transit Work Plan
FY 2025 Budget $196,800 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project 0.6 FTE:Financial Support Services
Project ID(s)from FY25 Orange
21GOTADII
Transit Work Plan
FY 2025 Budget $79,322 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Financial Services
Project ID(s)from FY25 Orange
21GOTAD21
Transit Work Plan
FY 2025 Budget $44,757 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project Audit Services
Project ID(s)from FY25 Orange
21GOTAD22
Transit Work Plan
FY 2025 Budget $8,405 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
EXHIBIT A 32
Project Transit Customer Surveys
Project ID(s)from FY25 Orange
19GOT0002
Transit Work Plan
FY 2025-Q2 Budget Amendment $12,187 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Program Management Staff
Project ID(s)from FY25 Orange 21GOTAD02
Transit Work Plan
FY 2025 Budget $26,266 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Project Implementation Staff
Project ID(s)from FY25 Orange 21GOTAD03
Transit Work Plan
FY 2025 Budget $177,871 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project Legal and Real Estate
Project ID(s)from FY25 Orange
21GOTAD04
Transit Work Plan
FY 2025-Q2 Budget Amendment $123,714 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project Marketing Support Staff
Project ID(s)from FY25 Orange
21GOTAD05
Transit Work Plan
FY 2025 Budget $54,843 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Regional Technology Support Staff
Project ID(s)from FY25 Orange 21GOTAD06
Transit Work Plan
FY 2025-Q2 Budget Amendment $80,268 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
EXHIBIT A 33
Project Marketing Support Services
Project ID(s)from FY25 Orange
21GOTADI2
Transit Work Plan
FY 2025 Budget $33,200 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project Transit Planning Support Services
Project ID(s)from FY25 Orange 21GOTAD13
Transit Work Plan
FY 2025-Q2 Budget Amendment $64,975 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended, is incorporated herein by reference.
Project Paratransit Services
Project ID(s)from FY25 Orange 19GOTTS0B
Transit Work Plan
FY 2025 Budget $24,528 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Route 800:UNC Hospitals-RTC
Project ID(s)from FY25 Orange
20GOTT502
Transit Work Plan
FY 2025-Q2 Budget Amendment $552,997 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Route 400:UNC Hospitals-Durham
Project ID(s)from FY25 Orange
20GOTT503
Transit Work Plan
FY 2025 Budget $439,253 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project ODX:Efland-Durham Express
Project ID(s)from FY25 Orange 20GOTTS05
Transit Work Plan
FY 2025-Q2 Budget Amendment $225,795 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
EXHIBIT A 34
Project CRX:Chapel Hill-Raleigh Express
Project ID(s)from FY25 Orange
20GOTT506
Transit Work Plan
FY 2025-Q2 Budget Amendment $77,732 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Youth GoPass
Project ID(s)from FY25 Orange 21GOT0001
Transit Work Plan
FY 2025 Budget $18,596 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Fare Collection Technology
Project ID(s)from FY25 Orange 21GOT0002
Transit Work Plan
FY 2025-Q2 Budget Amendment $19,962 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project TAP Low Wealth GoPass
Project ID(s)from FY25 Orange
24GOTTP21
Transit Work Plan
FY 2025 Budget $39,348 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Contract# 25-003
35
GLOBAL AGREEMENT FOR
TRANSIT 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
County 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
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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.
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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 monthly 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(agotriangle.org and Darlene Weaver dweaver(@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.
All Reimbursement Requests shall be based on actual expenses incurred as recorded
in the financial system.
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(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.
(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
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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. Responsibility of Orange County as Implementing Party
(1) Orange County, as an 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
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
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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:
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
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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
Durham, NC 27703
And with a copy to:
GoTriangle
Attn: General Counsel
4600 Emperor Blvd, Suite 100
Durham, NC 27703
If to the Clerk to the SWG
Orange County
Attn: Nishith Trivedi
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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. Mercier 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 Comprehensive Participation Agreement or the Governance ILA, the
terms of the Comprehensive Participation Agreement and Governance ILA have
precedence.
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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 Maieure. 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
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.
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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
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
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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 1 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
Orange County
By:
Travis Myren, County Manager
Go Triangle
By:
Katherine Eggleston, Interim Vice
President for Business Transformation
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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 12022. This, the_day of 12022.
Reviewed and Approved as to legal form.
T. Byron Smith, General Counsel
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Exhibit A 47
Gn FORWARD
A COMMUNITY INVESTMENT IN TRANSIT
Exhibit A
Orange Transit Work Plan-Capital Global Agreement
Implementing/Operating Agency Orange County Public Transit Parties to Agreement: Orange County,GoTriangle
Total Transit Plan Approriation $555,000
Project NCDOT Fast 2 Study
Project ID(s)from FY25 Orange
240PTAD06
Transit Work Plan
Prior Year Adopted Funding/Budget $105,000 for projector as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $105,000
The project description included in the prior year Adopted Orange Transit Work Plan,
Scope/Description and as amended,is incorporated herein by reference.
Project Trapeze
Project ID(s)from FY25 Orange
240PTTS12
Transit Work Plan
Prior Year Adopted Funding/Budget $200,000 for projector as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $200,000
The project description included in the prior year Adopted Orange Transit Work Plan,
Scope/Description and as amended,is incorporated herein by reference.
Project Mobility on Demand Vehicles
Project ID(s)from FY25 Orange
240PTCD21
Transit Work Plan
Prior Year Adopted Funding/Budget $250,000 for projector as amended by the adopted work plan
Amount to be Re-Encumbered
(Carryforward)as of 6/30/24 $250,000
The project description included in the prior year Adopted Orange Transit Work Plan,
Scope/Description and as amended,is incorporated herein by reference.
Contract# 25-002
48
GLOBAL AGREEMENT FOR
TRANSIT OPERATIONS
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 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 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
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WHEREAS, the FY25 Orange 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. §§ 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 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
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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
Orange 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 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 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 monthly 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
(SSchlossbergCQgotriangle.org) and Darlene Weaver
(dweaver(a)-orangecountync.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 June 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.
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(6) Further, the Implementing Party shall:
(a) Ensure that Orange 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 Orange 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 Orange
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 Orange
Transit Billing, Payment, and Reimbursement Policy and Guidelines, adopted by
GoTriangle, Orange County and DCHC MPO 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.
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(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 Orange County.
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 Transportation Improvement Program.
D. Responsibilities of Orange County as Implementing Party
(1) Orange County, as an 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 Re op rtina:
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.
6. Progress U do ates
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
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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
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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
4600 Emperor Blvd, Suite 100
Durham, NC 27703
And with a copy to:
GoTriangle
Attn: General Counsel GoTriangle
4600 Emperor Blvd, Suite 100
Durham, NC 27703
If to Clerk to the SWG:
Orange County
Attn: SWG Administrator
201 E Main Street
Orange, NC 27601
If to DCHC MPO:
DCHC MPO
Attn: Executive Director
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Central Pines Regional Council
4307 Emperor Blvd., Suite 110
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
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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 Maieure. 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.
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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
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 et 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 et seq. In
10
Global Agreement for Transit Operations
Orange County, FY2025
Contract#YY-XXX
58
cases of conflict between this Agreement and any of the above incorporated
attachments or references, the terms of this Agreement shall prevail.
27. Comaanies 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-
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
Orange County
By:
Travis Myren, County Manager
Go Triangle
By:
Katherine Eggleston, Interim Vice
President for Business Transformation
11
Global Operating Agreement for Transit Capital Infrastructure
Go Triangle, FY2025
Contract#YY-XXX
59
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 2022.
Reviewed and Approved as to legal form.
T. Byron,Smith, General Counsel
60
Template Exhibit A
Project Project Project Subcategory
ID Category
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
DEFINED/SUPPLIED 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 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
Exhibit A 61
GO FORWARD
A COMMUNITY INVESTMENT IN TRANSIT
Exhibit A
Orange Transit Work Plan-Operating Global Agreement
Implementing/Operating Agency Orange County Public Transit Parties to Agreement: Orange County,GoTriangle
Total Transit Plan Approriation $1,345,989
Project Staff Working Group Administrator
Project ID(s)from FY25 Orange 240PTTS01
Transit Work Plan
FY 2025 Budget $62,628 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Transit Services Fixed Route
Project ID(s)from FY25 Orange 190PTTS01
Transit Work Plan
FY 2025 Budget $155,981 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Orange Increased Cost of Existing Services
Project ID(s)from FY25 Orange 190PTTS02
Transit Work Plan
FY 2025 Budget $39,772 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Hillsborough Circulator
Project ID(s)from FY25 Orange 20OPTTSO4
Transit Work Plan
FY 2025 Budget $370,240 for projector as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Mobility on Demand
Project ID(s)from FY25 Orange 20OPTTS06
Transit Work Plan
FY 2025 Budget $352,696 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Project Transit Services Demand&Paratransit
Project ID(s)from FY25 Orange 240PTTS01
Transit Work Plan
FY 2025 Budget $364,672 for project or as amended by the adopted work plan
The project description included in the FY2025 Adopted Orange Transit Work Plan,and as
Scope/Description amended,is incorporated herein by reference.
Contract# 25-001