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HomeMy WebLinkAboutAgenda Packet 10 24 13 wave Cape Fear Public Transportation Authority A regularly scheduled meeting of the Cape Fear Public Transportation Authority will be held Thursday, October 24,2013 at 12:00 pm in the Wave Transit Board Room at Forden Station, 505 Cando St.,Wilmington, INC 28405. An agenda for the meeting is presented below. MEETING AGENDA 1) Call to Order 2) Moment of silence 3) Pledge of Allegiance 4) Public Comment Period 05 minutes 5) Public Hearing FY 2015 Community Transportation Program (CTP) • FY 2015 Community Transportation Program Resolution (p. 3) 6) Public Hearing FY 2015 -2017 New Freedom Program • FY 2015 -2017 New Freedom Program Resolution (p. 4) 7) Consent agenda 05 minutes 1. Approval of minutes from the September 26, 2013 meeting (p. 5) 2. Approval of minutes from the October 03, 2013 meeting (p. 10) 3. Resolution to modify MTIP (p. 11) 4. Consideration of contract with NCDOT for FY 2014 CTP Program (p. 12) 5. Purchase order for lift equipment accessories (p. 50) 8) Committee Reports 25 minutes • Executive Committee, Mr. David Scheu, Chairman • Planning &Operations Committee, Mr. Henry Adams, Chair • September 2013 operating & statistical reports (p. 51) • Consideration of contract for advertising services (p. 55) • Finance & Budget Committee, Mr. George Dolan, Chair • September 2013 financial statement(p. 66) • Facilities Committee, Mr. Jeff Petroff, Chair • Operations center construction update • Approval of construction contract change order 9) Making Waves Foundation, Mr. Bill Bryden, Chair 05 minutes 10) Staff report 10 minutes • Federal government shutdown update • Fiscal contingency plan (p. 67) • UNCW University union project proposal (p. 70) • Strategic Transportation Initiative (STI) 11) New business 05 minutes 12) Old business 05 minutes 13) Adjournment The next regular meeting of the Authority is scheduled for Thursday, November 21, 2013 at 12:00 pm in the Wave Transit Board Room at Forden Station, 505 Cando Street,Wilmington, INC 28405. CFPTA Agenda Packet 10/24/2013 1 REMINDER-Authority administrative offices will be closed on Monday, November 11, 2013 in observance of Veterans Day. Bus service will operate on a normal schedule. wave CONSENT AGENDA The following items are attached for consideration. A brief explanation and recommendation follows: 1) Approval of minutes from the September 26, 2013 meeting (p. 5) 2) Approval of minutes from the October 03, 2013 meeting(p. 10) 3) Resolution to modify the Metropolitan Transportation Improvement Program (MTIP) (p. 11) At the September 26, 2013 meeting the Authority resolved to request$350,000.00 in federal STP- DA funding be allocated to preventive maintenance for FY 2014. In order to apply for STP-DA funding, STP-DA allocations must be programmed in the MTIP and STIP. The resolution for consideration would program the funds as required. Adoption of the resolution is recommended. 4) Consideration of contract with NCDOT for FY 2014 CTP Program (p. 12) The FY 2014 contract with NCDOT would provide administrative funding for the Paratransit program at$217,481.00. An additional $108,496.00 for the purchase of software and mobile data terminals for the Paratransit program is also included in the contract. The administration allocation is$31,331.00 higher than the adopted budget. The capital allocation is equal to the amount estimated by the Authority for the project. Matching funds for the administration and capital projects have been identified. Approval of the contract is recommended. 5) Purchase order for lift equipment accessories(p. 50) On May 23, 2013, the Authority approved a change order in the amount of$232,194.23 for the purchase of three vehicle lifts at the new operations center. The purchase order presented for consideration would authorize lifting equipment accessories not critical to the construction process. The equipment is within the equipment budget for the project. The equipment is being purchased from the NC contract which has secured competitive pricing. Approval of the purchase order is recommended. CFPTA Agenda Packet 10/24/2013 2 RESOLUTION �Wa Introduced by: Megan Matheny, Director of Planning and Development Date: October 24, 2013 FY2015 COMMUNITY TRANSPORTATION PROGRAM RESOLUTION SECTION 5311 The Cape Fear Public Transportation Authority is seeking permission to apply for Community Transportation Program funding, enter into agreement with the North Carolina Department of Transportation, and to provide the necessary assurances and the required local match. A motion was made by and seconded by for the adoption of the following resolution and upon being put to a vote was duly adopted. WHEREAS, Article 2B of Chapter 136 of the North Carolina General Statutes and the Governor of North Carolina have designated the North Carolina Department of Transportation (NCDOT) as the agency responsible for administering federal and state public transportation funds; and WHEREAS, the North Carolina Department of Transportation will apply for a grant from the US Department of Transportation, Federal Transit Administration and receives funds from the North Carolina General Assembly to provide assistance for rural public transportation projects; and WHEREAS, the purpose of these transportation funds is to provide grant monies to local agencies for the provision of rural public transportation services consistent with the policy requirements for planning, community and agency involvement, service design, service alternatives, training and conference participation, reporting and other requirements (drug and alcohol testing policy and program, disadvantaged business enterprise program, and fully allocated costs analysis); and WHEREAS, the Cape Fear Public Transportation Authority hereby assures and certifies that it will provide the required local matching funds; and that its staff has the technical capacity to implement and manage the project, prepare required reports, obtain required training, attend meetings and conferences, and agrees to comply with the federal and state statutes, regulations, executive orders, Section 5333 (b) Warranty, and all administrative requirements related to the applications made to and grants received from the Federal Transit Administration, as well as the provisions of Section 1001 of Title 18, U. S. C. NOW, THEREFORE, be it resolved that the Chairman of the Cape Fear Public Transportation Authority is hereby authorized to submit a grant application for federal and state funding, provide the required local match, make the necessary assurances and certifications and be empowered to enter into an agreement, with the NCDOT to provide rural public transportation services. I Don Betz, Secretary, do hereby certify that the above is a true and correct copy of an excerpt from the minutes of a meeting of the Cape Fear Public Transportation Authority duly held on the 24th day of October, 2013. Signature of Certifying Official Seal Subscribed and sworn to me this the day of Notary Public Printed Name and Address My commission expires CFPTA Agenda Packet 10/24/2013 3 RESOLUTION �wa Introduced by: Megan Matheny, Director of Planning and Development Date: October 24, 2013 FY2015-FY2017 NEW FREEDOM PROGRAM RESOLUTION SECTION 5317 WHEREAS,Article 2B of Chapter 136 of the North Carolina General Status and the Governor of North Carolina have designated the North Carolina Department of Transportation (NCDOT)as the agency responsible for administering federal and state public transportation funds; and WHEREAS,the North Carolina Department of Transportation will apply for a grant from the US Department of Transportation, Federal Transit Administration and receives funds from the North Carolina General Assembly to provide assistance for public transportation projects;and WHEREAS,the purpose of the Section 5316 program is to improve access to transportation services to employment and employment related activities for welfare recipients and eligible low-income individuals and to transport residents of urbanized areas and nonurbanized areas to suburban employment opportunities; and WHEREAS,the purpose of the Section 5317 program is to reduce barriers to transportation services and expand the transportation mobility options available to people with disabilities beyond the requirements of the ADA of 1990 by providing funding assistance that supports new transportation services and/or new public transportation alternatives beyond those required by the ADA; and WHEREAS,NCDOT has been designated as the State agency with principle authority and responsibility for administering the Section 5316 and 5317 programs for small urban and rural areas; and WHEREAS,the Cape Fear Public Transportation Authority hereby assures and certifies that it will comply with the federal and state statutes,regulations,executive orders, and all small administrative requirements related to the applications made to and grants received from the Federal Transit Administration, as well as the provisions of Section 1001 of Title 18,U.S.C. NOW, THEREFORE,be it resolved that the Chairman of the Cape Fear Public Transportation Authority is hereby authorized to submit a grant for federal and state funding,provide the required local match,make the necessary assurances and certifications and be empowered to enter into an agreement with the NCDOT to provide public transportation services. I Don Betz, Secretarv,do herebv certifv that the above is true and correct copy of an excerpt from the minutes of a meeting of the Cape Fear Public Transportation Authority duly held on the 24th day of October, 2013. Sianature of Certif_vina Official Date Note that the authorized official,certifying official,and notary public should be three separate individuals. Seal Subscribed and sworn to me(date) ' Notary Public Sianature Printed Name and Address My commission expires(date) CFPTA Agenda Packet 10/24/2013 4 wove Cape (Fear Public Transportation Authority MINUTES OF THE CAPE FEAR PUBLIC TRANSPORTATION AUTHORITY September 26, 2013 Mr. David Scheu, Chairman, Presiding MEMBERS PRESENT Mr. David Scheu, Chairman Mr. Henry Adams, Vice Chairman Mr. Don Betz, Secretary Mr. Bill Bryden Mr. Euran Daniels Mr. George Dolan Mr. Chris Hawkins Mr. Kevin O'Grady Mr. Jeff Petroff MEMBERS ABSENT Mr. Jonathan Barfield STAFF PRESENT Mr. Albert Eby, Executive Director Ms. Megan Matheny, Director of Planning & Development Mr. Joe Mininni, Director of Finance &Administration Ms. Jean Smith, Director of Operations Ms. Kathy Williams, Board & Customer Service Clerk CONTRACT MANAGEMENT STAFF PRESENT Mr. Andrew Olsen, Attorney Ms. Heather Mercer, Fixed Route Operations Assistant Manager Mr. Jeremy Miller, Vehicle Maintenance Manager GUESTS PRESENT Ms. Suraiya Rashid, WMPO Mr. Howard Capps, WMPO Mr. Chris Dodson, Senior Resource Center Mr. Ricky Meeks, Citizen Ms. Akeliah Campbell, Citizen Ms. Ann Ryan, Citizen CALL TO ORDER • Mr. Scheu called the meeting to order at 12:03 pm • The board meeting began with a moment of silence followed by reciting the Pledge of Allegiance PUBLIC COMMENT • Mr. Scheu opened the public comment period • Mr. Meeks gave an update regarding his Greyhound bus trip to Charleston, SC • Mr. Meeks said Forden Station is one of the nicest Greyhound stations and he thanked the board for their service • Ms. Campbell presented a detailed statement regarding the proposed reduction in service CFPTA Agenda Packet 10/24/2013 5 • Mr. O'Grady stated that there is a meeting scheduled on October 03, 2013 between the New Hanover County Commissioners, Wilmington City Council and Wave Transit to discuss the proposed route reduction • Mr. Lewis stated that he has been encouraging Cape Fear Community College students to contact the county commissioners regarding the routes that are proposed for elimination • Mr. Lewis was concerned about the September 30, 2013 route elimination deadline • Mr. Betz stated that the buses will continue to run until a decision is made • Mr. Lewis also inquired about adding a bench at the WHAT clinic on Oleander Dr. • Mr. Lewis said that he appreciates the bus service • Ms. Ryan inquired about county's participating in route funding and new route design procedures • Mr. Scheu briefly described the route funding • Mr. Adams briefly described new route design procedures • Ms. Campbell asked if the county gave any suggestions regarding funding or rerouting • Mr. Scheu stated the county has not given any suggestions • Ms. Campbell inquired if any other transportation services will be available from Wave Transit if Routes 107, 207 and 301 are eliminated CONSENT AGENDA • Mr. Scheu presented the August 2013 consent agenda for approval • Mr. Betz made a motion to accept the September 2013 consent agenda • Mr. Bryden seconded and the motion carried unanimously WMPO PRESENTATION • Mr. Scheu requested an addition to the agenda for a presentation of the Cape Fear Metropolitan Transportation Plan • Mr. Scheu recognized Mr. Eby to introduce the speakers • Mr. Eby introduced Ms. Suraiya Rashid and Mr. Howard Capps who are working with the WMPO to draft a long range transportation plan • Mr. Capps formerly served as a member of the Authority and the Wilmington Transit Authority and serves the MPO and CAC as the public transportation member • Ms. Rashid presented the proposed 2040 Transportation Study • Mr. Capps asked the board for any input regarding public transportation • Mr. Betz urged Mr. Capps to include community and local support from the county regarding the transportation study EXECUTIVE COMMITTEE • Mr. Scheu stated the committee met regarding the change of the date of the meeting with New Hanover County • Mr. Scheu stated that the committee had discussed alternative funding sources with staff • He stated that he and Mr. Eby met with CFCC President Dr. Spring to discuss a partnership with the college • Dr. Spring stated he would have his staff research the issue and survey students to determine the value of the shuttle between the North and Downtown campuses • Mr. Scheu said that a draft presentation by county staff was sent to the Authority and it would be shared with the board • He stated that he had shared all public comments regarding the proposed reduction in service with the Commissioners • After discussion, staff was directed to have a presentation prepared for the meeting with NHC and the City of Wilmington CFPTA Agenda Packet 10/24/2013 6 • Mr. Scheu asked if the September 30, 2013 advertised date reducing service required action by the board in order to extend the decision past the proposed deadline • Mr. Eby stated that the routes were advertised as tentatively ending September 30, 2013 • He stated that the routes could not be eliminated without board action • In the absence of board action, the routes would continue until a majority of the board voted to eliminate the routes • Mr. Eby stated that First Transit and ATU Local 1328 had agreed on a two year collective bargaining agreement • He stated that the agreement included an annual one percent wage increase to offset health insurance increases and that the agreement would be revenue neutral to employees PLANNING & OPERATIONS COMMITTEE • Mr. Scheu recognized Mr. Adams to give the committee report • Mr. Adams stated that there has been some growth in ridership, mostly at UNCW • Advertising RFP's were released and two proposals were received • Mr. Adams said that the committee agreed to lengthen the response date by two weeks to encourage additional proposals • He stated that a decision would be made for consideration by the Authority at the October 24, 2013 meeting • Mr. Adams stated that Brasco Mfg. had submitted a design for bus shelters and were awaiting NCDOT approval • Mr. Adams stated that the committee is working with an Eagle Scout to build a bench on 17th Street which should be completed by the end of the year • Mr. Adams said that the committee is currently working with the Bring it Downtown group to evaluate the downtown trolley and make recommendation for improvement • He stated that Bring it Downtown would provide funding to provide street signage via banners and improving the exterior appearance of the trolley • Mr. Bryden stated that he has taken a copy of the trolley map, enlarged it and posted at the Railroad Museum • Mr. Bryden suggested doing the same for the local businesses along the trolley route • Ms. Matheny stated that the committee is also working to add stops on the trolley route to make the it more visible FINANCE & BUDGET COMMITTEE • Mr. Scheu recognized the Mr. Dolan to present the committee report • Mr. Dolan stated that insurance rates have increased and farebox revenue is down slightly but the adopted budget is currently within projected revenues • He stated that a revised budget would be presented for approval after the committee and staff have a good understanding of the current fiscal situation • Mr. Betz inquired about the overtime for operations • Mr. Eby stated that the overtime for operators has decreased, but some overtime is scheduled and unavoidable • He recognized First Transit for their diligence in managing overtime FACILITIES COMMITTEE • Mr. Scheu recognized Mr. Petroff to give the committee report • Mr. Petroff stated that there has been little progress on the site • Mr. Petroff said that drilling for the geothermal heating and cooling system has begun • He also said that a meeting with the general contractor is being organized to discuss dewatering the site CFPTA Agenda Packet 10/24/2013 7 • He stated that the Authority had contracted for a dewatering recommendation from a hydrogeologist which determined that dewatering was possible and the general contractor was responsible for the cost of dewatering • Mr. Petroff presented several changes to the project • An add alternate for the instillation of cable trays in the amount of$10,600.00 was necessary due to the large volume of low voltage cable in the facility • The add alternate passed the committee unanimously and was presented as a motion for the Authority • No second was required and the motion carried unanimously • An addendum to the contract between the Authority and ECS Carolinas not to exceed $4,200.00 for additional geotechnical services was necessary due to a dramatic increase in the amount of soils testing • The addendum was passed unanimously by the committee and presented as a motion for the Authority • No second was required and the motion carried unanimously • An addendum to the contract between the Authority and ECS Carolinas not to exceed $6,649.00 for an onsite geotechnician was necessary to ensure that soils removed from the site and charged to the Authority under the unit price in the general contract were valid • The addendum was passed unanimously by the committee and presented as a motion for the Authority • No second was required and the motion carried unanimously • An addendum to the contract between the Authority and ECS Carolinas not to exceed $6,800.00 for a detailed dewatering evaluation was necessary to demonstrate that dewatering as specified was possible • The addendum was passed unanimously by the committee and presented as a motion for the Authority • Mr. Scheu asked if the addenda were within the project budget • Mr. Petroff stated that all three addenda totaling just under$18,000.00 were within the adopted project budget • No second was required and the motion carried unanimously • A change order not to exceed $24,450.00 may be necessary due to changes by the steel manufacturer during the submittal process • Mr. Petroff stated that the project structural engineer is reviewing the proposed changes for validity and the change order would only be submitted for charges authorized by the structural engineer, architect and construction manager • Mr. Scheu asked if change order was within the project budget • Mr. Petroff stated that there is contingency in the budget for the proposed change order • The change order was passed unanimously by the committee and presented as a motion for the Authority • No second was required and the motion carried unanimously • A purchase order to AT&T in an amount not to exceed $22,287.00 to relocate underground lines was necessary • Mr. Petroff stated that staff had worked diligently with AT&T to justify the sole source relocation project to ensure that it met FTA guidelines for fairness and reasonableness • He stated that additional information had been requested but relocating the lines was very time sensitive • He stated that the cost had been dramatically reduced from the original $41,000.00 estimate and the committee was confident that staff would ensure that the final price was compliant and reasonable • Mr. Scheu asked if the change order was within the project budget CFPTA Agenda Packet 10/24/2013 8 • Mr. Petroff stated that there is a line item in the budget for$12,250.00 in the budget for utility relocation • Any additional funding needed for the relocation was available in the project contingency line item • A purchase order for AT&T passed unanimously by the committee and presented as a motion for the Authority • No second was required and the motion carried unanimously STAFF REPORT • Mr. Scheu recognized Mr. Eby to present the staff report • Mr. Eby stated that the current Paratransit manager is currently on extended leave • Staff is working to get an replacement to oversee the Paratransit division • Mr. Eby stated the new Strategic Transportation Initiative (STI) recently passed by the NC General Assembly would dramatically affect future capital funding • Although the bill had been passed, many questions were still unanswered by NCDOT • Mr. Eby stated that he would summarize the new law at the October 24, 2013 meeting • Mr. Eby stated that the Federal Transportation Administration is preparing for a government shutdown and delays in accessing FTA funds and grant submission are possible OLD BUSINESS • No old business NEW BUSINESS • No new business ADJOURN • Mr. Betz made a motion to adjourn the September 26, 2013 board meeting • Mr. Adams seconded and the motion carried unanimously SCHEDULING OF NEXT MEETING • The Authority will have a special meeting with the New Hanover County Commissioners and Wilmington City Council on October 3, 2013 at 2:00 pm in room 601 at the New Hanover County Government Center • The Authority's next regular meeting is scheduled for October 24, 2013 at 12:00 pm in the Forden Station Board Room Respectfully Submitted, Albert Eby Executive Director /kw CFPTA Agenda Packet 10/24/2013 9 wove Cape (Fear Public Transportation Authority MINUTES OF THE CAPE FEAR PUBLIC TRANSPORTATION AUTHORITY October 03, 2013 Mr. David Scheu, Chairman, Presiding MEMBERS PRESENT Mr. David Scheu, Chairman Mr. Henry Adams, Vice Chairman Mr. Don Betz, Secretary Mr. Bill Bryden Mr. George Dolan Mr. Chris Hawkins Mr. Kevin O'Grady Mr. Jeff Petroff Mr. Jonathan Barfield MEMBERS ABSENT Mr. Euran Daniels STAFF PRESENT Mr. Albert Eby, Executive Director Ms. Megan Matheny, Director of Planning & Development Mr. Joe Mininni, Director of Finance &Administration Ms. Jean Smith, Director of Operations CALL TO ORDER • Mr. Scheu called the meeting to order at 2:00 pm PRESENTATION • New Hanover County Commission Chairman Mr. Woody White recognized County Manager Chris Coudriet to present an analysis of transit service in the unincorporated areas of the county • Mr. Coudriet introduced County Finance Director Ms. Lisa Wurtzbacher to present the analysis • Following the presentation, members of the Authority, Wilmington City Council and the New Hanover County Board of Commissioners discussed transit service in the region • A meeting to discuss public transportation prior to January 15, 2014 was agreed upon ADJOURN • Mr. Bryden made a motion to adjourn the October 23, 2013 special meeting of the Authority • Mr. Petroff seconded and the motion which carried unanimously SCHEDULING OF NEXT MEETING • The Authority's next regular meeting is scheduled for October 24, 2013 at 12:00 pm in the Forden Station Board Room �Respectfully Submitted, Albert Eby Executive Director CFPTA Agenda Packet 10/24/2013 10 RESOLUTION ,Ipve Introduced by: Albert Eby, Executive Director Date: October 24, 2013 RESOLUTION REQUESTING A MODIFICATION TO THE METROPOLITAN TRANSPORTATION IMPROVEMENT PROGRAM WHEREAS, The Authority is required by Federal Statute to program all projects through the adopted local and state planning processes; and WHEREAS, at the local level, the project must be approved by the WMPO Transportation Advisory Committee; and WHEREAS, at the state level, projects are approved by the North Carolina Department of Transportation Board of Transportation; and WHEREAS, the Authority resolved that the WMPO allocate $350,000.00 in federal Surface Transportation Program Direct Allocation (STP-DA) funding for preventive maintenance; and WHEREAS, STP-DA funding must be adopted in the Metropolitan Transportation Improvement Program (MTIP) and the State Transportation Improvement Program (STIP) prior to allocation, NOW THEREFORE, BE IT RESOLVED that the Cape Fear Public Transportation Authority respectfully requests that the Wilmington Urban Area Metropolitan Planning Organization Transportation Advisory Committee amend the current MTIP for submittal to the NCDOT to modify the STIP to allocate funding for preventive maintenance in the amount of$437,500.00. Federal funding for the project would be $350,000.00 and local funding would be $87,500.00: Adopted at a regular meeting on October 24, 2013 David R. Scheu, Chairman Attest: (seal) Don Betz, Secretary CFPTA Agenda Packet 10/24/2013 11 STATE OF NORTH CAROLINA NONURBANIZED AREA COUNTY OF WAKE PUBLIC TRANSPORTATION GRANT AGREEMENT FOR PUBLIC BODY ORGANIZATIONS NORTH CAROLINA COMMUNITY TRANSPORTATION DEPARTMENT OF TRANSPORTATION PROGRAM — SECTION 5311 and CFDA NUMBER: 20.509 CAPE FEAR PUBLIC TRANSPORTATION PROJECT NUMBER: 14-CT-052 AUTHORITY AGREEMENT NUMBER: ************************************************************************************************************* THIS AGREEMENT made this the day of 20_, (hereinafter referred to as AGREEMENT) by and between the NORTH CAROLINA DEPARTMENT OF TRANSPORTATION (hereinafter referred to as "Department", an agency of the State of North Carolina) and CAPE FEAR PUBLIC TRANSPORTATION AUTHORITY, (acting in its capacity as the designated Section 5311 recipient hereinafter referred to as the "Contractor"). WHEREAS, Chapter 53 of 49 U.S.C. app 5311 et seq. (formerly Section 18 program) provides federal administrative, operating, and capital assistance for public transportation in rural and small urban areas by way of a formula grant program to be administered by the State; and WHEREAS, the purpose of 49 U.S.C. 5311 is to enhance access of people in nonurbanized areas for purposes such as health care, shopping, education, recreation, public services, and employment by encouraging the maintenance, development, improvement, and use of public passenger transportation systems; and WHEREAS, the Contractor has been designated as the recipient of 49 U.S.C. 5311 funds, and WHEREAS, Article 2B of Chapter 136 of the North Carolina General Statutes (N.C.G.S.) designated the Department of Transportation as the agency of the State of North Carolina responsible for administering all Federal and/or State programs relating to public transportation, and granted the Department authority to do all things required under applicable Federal and/or State legislation to properly administer the public transportation within the State of North Carolina; and WHEREAS, the Governor of North Carolina, in accordance with Section 5311 of the Safe, Accountable, Flexible, and Efficient Transportation Equity Act - A Legacy for Users (SAFETEA-LU), Public Law 109-59, August 10, 2005, and the Transportation Equity Act for the 21St Century (TEA-21), Public Law 105-178, June 1998, as amended, has designated the North Carolina Department of Transportation as the agency to receive and administer Federal funds under this program; and WHEREAS, in order to assist in providing transportation services, the Department, under the terms of this Agreement shall make grants of administrative, operating and capital assistance to the Contractor; and WHEREAS, the Department and the Contractor desire to secure and utilize Section 5311 grant funds and State funds for the above referenced purposes. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Department and the Contractor agree as follows: Section 1. Purpose of Agreement. The purpose of this Agreement is to provide for the undertaking of nonurbanized area public transportation services as described in the project application (hereinafter referred to as "Project") properly prepared, endorsed, approved, and transmitted by the Contractor to the Department, and to state the terms and conditions as to the manner in which the Project will be undertaken and completed. Section 2. Project Implementation. The Contractor shall carry out the Project as follows: Updated 02/20/13 CFPTA Agenda Packet 10/24/2013 12 a. Scope of Project. Cape Fear Public Transportation Authority (operating as Wave Transit in the City of Wilmington and New Hanover County) operates a combined urban and rural transit system providing community transportation services to human service agencies and to the general public countywide and fixed route and ADA paratransit services in Wilmington. b. The Contractor shall undertake and complete the nonurbanized area public transportation services in accordance with the procedures and guidelines set forth in this Agreement and in the following documents: (1) Federal Transit Administration (hereinafter referred to as "FTA") Circular 9040.1 F, dated April 1, 2007 at: (www.fta.dot.gov/laws/leg_reg_circulars_guidance.htm1); (2) FTA Master Agreement (19), October 1, 2012 at http://www.fta.dot.gov/documents/19-Master.pdf (3) The State Management Plan for Federal and State Transportation Programs (hereinafter referred to as "State Management Plan");and (4) The Section 5311 grant application for financial assistance. The aforementioned documents, and any subsequent amendments or revisions thereto, are herewith incorporated by reference, and are on file with and approved by the Department in accordance with the terms and conditions of this Agreement. Nothing shall be construed under the terms of this Agreement by the Department or the Contractor that shall cause any conflict with Department, State, or Federal statutes, rules, or regulations. Section 3. Cost of Project/Project Budget. The total cost of the Project approved by the Department is THREE HUNDRED TWENTY-FIVE THOUSAND NINE HUNDRED SEVENTY-SEVEN DOLLARS ($325,977) as set forth in the Project Description and Budget, incorporated into this Agreement as Attachment A. The Department shall provide, from Federal and State funds, the percentages of the actual net cost of the Project as indicated below, not in excess of the identified amounts for eligible administrative, operating, and capital expenses. The Contractor hereby agrees that it will provide the percentages of the actual net cost of the Project, as indicated below, and any amounts in excess of the Department's maximum (Federal plus State shares). The net cost is the price paid minus any refunds, rebates, or other items of value received by the Contractor which have the effect of reducing the actual cost. Administration Administration Administration Administration Administration WBS Total Federal (80%) State (5%) Local (15%) 36233.122.8.1 $217,481 $173,984 $10,874 $32,623 Agreement# Capital Capital Capital Capital Capital WBS Total Federal (80%) State (10%) Local (10%) 36233.122.8.3 $108,496 $86,796 $10,849 $10,851 Agreement# Project Project Project Project Project Total Total Total Federal Total State Total Local $325,977 $260,780 $21,723 $43,474 Section 4. Period of Performance. This Agreement shall commence upon the date of execution, unless specific written authorization from the Department to the contrary is received. The period of performance for all expenditures shall extend from July 1, 2013 to June 30, 2014, unless written authorization to the contrary is provided by the Department. Any requests to change the Period of Performance must be submitted 60 days before the end of the current Performance Period and in accordance with the policies and procedures established by the Department or FTA. The Updated 3/07/12 Page 2 of 38 CFPTA Agenda Packet 10/24/2013 13 Contractor shall commence, carry on, and complete the approved Project with all practicable dispatch, in a sound, economical, and efficient manner. Section 5. Contractor's Capacity. a. The Contractor agrees to maintain sufficient legal, financial, technical, and managerial capability to: (1) Plan, manage, and complete the Project and provide for the use of Project property; (2) Carry out the safety and security aspects of the Project; and (3) Comply with the terms of this agreement, the Master Agreement between the FTA and the Department, the Approved Project Budget, the Project schedules, the Contractor's annual Certifications and Assurances to the Department, and applicable Federal and State laws, regulations, and directives. b. Administrative Requirements. The Contractor agrees to comply with the following Federal and State administrative requirements: (1) U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 C.F.R. Part 18 at (http://www.access.gpo.gov/nara/cfr/cfr-table- search.html#page1). (2) Title 19A North Carolina Administrative Code (N.C.A.C.) Subchapter 5B at (http://reports.oah.state.nc.us/ncac.asp). C. Application of Federal, State, and Local Laws, Regulations, and Directives. To achieve compliance with changing federal requirements, the Contractor makes note that federal, state and local requirements may change and the changed requirements will apply to this Agreement as required. d. Contractor's Primary Responsibility to Comply with Federal and State Requirements. Irrespective of involvement by any other participant in the Project, the Contractor agrees that it, rather than the participant, is ultimately responsible for compliance with all applicable Federal and State laws, regulations, and directives, the Master Agreement between the FTA and the Department, and this Agreement, except to the extent that the Department determines otherwise in writing. Unless otherwise authorized in writing by the Department, the Contractor shall not assign any portion of the work to be performed under this Agreement, or execute any contract, amendment, or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement without the prior written concurrence of the Department. Further, the Contractor shall incorporate the provisions of this Agreement into any lease arrangement and shall not enter into any lease arrangement without the prior concurrence of the Department. Any lease approved by the Department shall be subject to the conditions or limitations governing the lease as set forth by the FTA and the Department. If the Contractor leases any Project asset to another party, the Contractor agrees to retain ownership of the leased asset, and assure that the Lessee will use the Project asset to provide mass transportation service, either through a "Lease and Supervisory Agreement" between the Contractor and Lessee, or another similar document. The Contractor agrees to provide a copy of any relevant documents. (1) Significant Participation by a Third Party Contractor. Although the Contractor may enter into a third party contract, after obtaining approval from the Department, in which the third party contractor agrees to provide property or services in support of the Project, or even carry out Project activities normally performed by the Contractor (such as in a turnkey contract), the Contractor agrees that it, rather than the third party contractor, is ultimately responsible to the Department for compliance with all applicable Federal and State laws, regulations, and directives, except to the extent that FTA or the Department determines otherwise in writing. (2) Significant Participation by a Subcontractor. Although the Contractor Updated 3/07/12 Page 3 of 38 CFPTA Agenda Packet 10/24/2013 14 may delegate any or almost all Project responsibilities to one or more subcontractors, the Contractor agrees that it, rather than the subcontractor, is ultimately responsible for compliance with all applicable Federal and State laws, regulations, and directives, except to the extent that FTA or the Department determines otherwise in writing. (3) Significant Participation by a Lessee of a Contractor. Although the contractor may lease project property and delegate some or many project responsibilities to one or more lessees, the Contractor agrees that it, rather than any lessee, is ultimately responsible for compliance with all applicable Federal laws, regulations, and directives, except to the extent that FTA determines otherwise in writing. e. Contractor's Responsibility to Extend Federal and State Requirements to Other Entities. (1) Entities Affected. Only entities that are signatories to this Agreement for the Project are parties to this agreement. To achieve compliance with certain Federal and State laws, regulations, or directives, however, other Project participants, such as subrecipients and third party contractors, will necessarily be involved. Accordingly, the Contractor agrees to take the appropriate measures necessary to ensure that all Project participants comply with applicable Federal and State laws, regulations, and directives affecting their performance, except to the extent FTA or the Department determines otherwise in writing. (2) Documents Affected. The applicability provisions of Federal and State laws, regulations, and directives determine the extent to which their provisions affect a Project participant. Thus, the Contractor agrees to include adequate provisions to ensure that each Project participant complies with those Federal and State laws, regulations, and directives, except to the extent that the Department determines otherwise in writing. In addition, the Contractor also agrees to require its third party contractors, subrecipients, and lessees to include adequate provisions to ensure compliance with applicable Federal and State laws, regulations, and directives in each lower tier subcontract and subagreement for the Project, except to the extent that FTA or the Department determines otherwise in writing. Additional requirements include the following: (a) Third Party Contracts. Because Project activities performed by a third party contractor must comply with all applicable Federal and State laws, regulations, and directives, except to the extent the Department determines otherwise in writing, the Contractor agrees to include appropriate clauses in each third party contract stating the third party contractor's responsibilities under Federal and State laws, regulations, and directives, including any provisions directing the third party contractor to extend applicable requirements to its subcontractors at the lowest tier necessary. When the third party contract requires the third party contractor to undertake responsibilities for the Project usually performed by the Contractor, the Contractor agrees to include in that third party contract those requirements applicable to the Contractor imposed by the Grant Agreement for the Project or the FTA Master Agreement and extend those requirements throughout each tier except as the Department determines otherwise in writing. Additional guidance pertaining to third party contracting is contained in the FTA's "Best Practices Procurement Manual." FTA and the Department caution, however, that FTA's "Best Practices Procurement Manual" focuses mainly on third party procurement processes and may omit certain other Federal requirements applicable to the work to be performed. (b) Subagreements. Because Project activities performed by a subcontractor/ subrecipient must comply with all applicable Federal and State laws, regulations, and directives except to the extent that FTA or the Department determines otherwise in writing, the Contractor agrees as follows: 1 Written Subagreement. The Contractor agrees to enter into a written agreement with each subrecipient (subagreement) stating the terms and conditions of assistance by which the Project will be undertaken and completed. 2 Compliance with Federal Requirements. The Contractor agrees to implement the Project in a manner that will not compromise the Contractor's compliance with Federal and State laws, regulations, and directives applicable to the Project and the Contractor's obligations under this Agreement for the Project and the FTA Master Agreement. Therefore, the Contractor agrees Updated 3/07/12 Page 4 of 38 CFPTA Agenda Packet 10/24/2013 15 to include in each subagreement appropriate clauses directing the subrecipient to comply with those requirements applicable to the Contractor imposed by this Agreement for the Project or the FTA Master Agreement and extend those requirements as necessary to any lower level subagreement or any third party contractor at each tier, except as FTA or the Department determines otherwise in writing. f. No Federal/State Government Obligations to Third Parties. In connection with performance of the Project, the Contractor agrees that, absent the Federal/State Government's express written consent, the Federal/State Government shall not be subject to any obligations or liabilities to any subrecipient, third party contractor, lessee or other person or entity that is not a party to this Agreement for the Project. Notwithstanding that the Federal/State Government may have concurred in or approved any solicitation, subagreement, or third party contract, the Federal/State Government has no obligations or liabilities to such entity, including any subrecipient, third party contractor, or lessee. g. Changes in Project Performance (i.e., Disputes, Breaches, Defaults, or Litigation). The Contractor agrees to notify the Department immediately, in writing, of any change in local law, conditions (including its legal, financial, or technical capacity), or any other event that may adversely affect the Contractor's ability to perform the Project as provided in this Agreement for the Project. The Contractor also agrees to notify the Department immediately, in writing, of any current or prospective major dispute, breach, default, or litigation that may adversely affect the Federal/State Government's interests in the Project or the Federal/State Government's administration or enforcement of Federal/State laws or regulations; and agrees to inform the Department, also in writing, before naming the Federal or State Government as a party to litigation for any reason, in any forum. h. Limitations of Agreement. This Agreement shall be subject to the availability of Federal and State funds, and contingent upon the terms and conditions of the Master Agreement between the FTA and the Department. Section 6. Ethics. a. Code of Ethics. The Contractor agrees to maintain a written code or standards of conduct that shall govern the actions of its officers, employees, board members, or agents engaged in the award or administration of third party contracts, subagreements, or leases financed with Federal/State assistance. The Contractor agrees that its code or standards of conduct shall specify that its officers, employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential third party contractor at any tier, any subrecipient at any tier or agent thereof, or any lessee. Such a conflict would arise when an employee, officer, board member, or agent, including any member of his or her immediate family, partner, or organization that employs, or intends to employ, any of the parties listed herein has a financial interest in the firm selected for award. The Contractor may set de minimis rules where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Contractor agrees that its code or standards shall also prohibit the its officers, employees, board members, or agents from using their respective positions in a manner that presents a real or apparent personal or organizational conflict of interest or personal gain. As permitted by State or local law or regulations, the Contractor agrees that its code or standards of conduct shall include penalties, sanctions, or other disciplinary actions for violations by its officers, employees, board members, or their agents, its third party contractors or sub-recipients or their agents. 1. Gifts. N.C.G.S. § 133-32 and Executive Order 24, of October 1, 2009 prohibit the offer to, or acceptance by, any State Employee of any gift from anyone with a contract with the State, or from any person seeking to do business with the State. By execution of this Agreement, Contractor attests, for its entire organization and its employees or agents, that it is not aware that any gift in violation of N.C.G.S. § 133-32 and Executive Order 24 has been offered, accepted, or promised by any employees of Contractor. b. Conflict of Interest Policy. In accordance with N.C.G.S. 143-6.2(b1), the Contractor shall file with the Department a copy of Contractor's policy addressing conflicts of interest that may arise involving the Contractor's management, employees, and the members of its board of directors or other Updated 3/07/12 Page 5 of 38 CFPTA Agenda Packet 10/24/2013 16 governing body. The policy shall address situations in which any of these individuals may directly or indirectly benefit, except as the Contractor's employees or members of its board of other governing body, from the Contractor's disbursing of Federal/State funds and shall include actions to be taken by the Contractor or the individual, or both to avoid conflicts of interest and the appearance of impropriety. The policy shall be filed before the Department may disburse the grant funds. (1) Personal Conflicts of Interest. The Contractor agrees that its code or standards of conduct shall prohibit the Contractor's employees, officers, board members, or agents from participating in the selection, award, or administration of any third party contract, or sub- agreement supported by Federal/State assistance if a real or apparent conflict of interest would be involved. Such a conflict would arise when an employee, officer, board member, or agent, including any member of his or her immediate family, partner, or organization that employs, or intends to employ, any of the parties listed herein has a financial interest in the firm selected for award. (2) Organizational Conflicts of Interest. The Contractor agrees that its code or standards of conduct shall include procedures for identifying and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract or sub-agreement, may, without some restrictions on future activities, result in an unfair competitive advantage to the third party contractor or sub-recipient or impair its objectivity in performing the contract work. C. Debarment and Suspension. The Contractor agrees to comply, and assures the compliance of each third party contractor, sub-recipient, or lessee at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Government-wide Debarment and Suspension (Non-procurement)," 49 C.F.R. Part 29. The Contractor agrees to, and assures that its third party contractors, sub-recipients, and lessees will, review the Excluded Parties Listing System at (http://epls.arnet.gov/) before entering into any contracts. d. Bonus or Commission. The Contractor affirms that it has not paid, and agrees not to pay, any bonus or commission to obtain approval of its Federal/State assistance application for the Project. e. Lobbying Restrictions. The Contractor agrees that: (1) In compliance with 31 U.S.C. 1352(a), as amended by the Lobbying Disclosure Act of 1955, that Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies it will not use and has not used Federal assistance to pay the costs of influencing any officer or employee of a Federal agency, Member of Congress, officer of Congress or employee of a member of Congress, in connection with making or extending the Grant Agreement; (2) It will comply with other applicable Federal laws and regulations prohibiting the use of Federal assistance for activities, designed to influence Congress or a State legislature with respect to legislation or appropriations, except through proper, official channels; and (3) It will comply, and will assure the compliance of each sub-recipient, lessee, or third party contractor at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. f. Employee Political Activity. To the extent applicable, the Contractor agrees to comply with the provisions of the Hatch Act, 5 U.S.C. §§ 1501 through 1508, and 7324 through 7326, and U.S. Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. Part 151. The Hatch Act limits the political activities of State and local agencies and their officers and employees, whose principal employment activities are financed in whole or part with Federal funds including a Federal grant, cooperative agreement, or loan. Nevertheless, in accordance with 49 U.S.C. § 5307(k)(2)(B) and 23 U.S.C. § 142(g), the Hatch Act does not apply to a non-supervisory employee of a public transportation system (or of any other agency or entity Updated 3/07/12 Page 6 of 38 CFPTA Agenda Packet 10/24/2013 17 performing related functions) receiving FTA assistance to whom the Hatch Act would not otherwise apply. g. False or Fraudulent Statements or Claims. The Contractor acknowledges and agrees that: (1) Civil Fraud. The Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq., and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its activities in connection with the Project. By executing this Agreement for the Project, the Contractor certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in connection with the Project. In addition to other penalties that may apply, the Contractor also understands that if it makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal/State Government concerning the Project, the Federal/State Government reserves the right to impose on the Contractor the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, to the extent the Federal/State Government deems appropriate. (2) Criminal Fraud. If the Contractor makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal/State Government or includes a false, fictitious, or fraudulent statement or representation in any agreement with the Federal/State Government in connection with a Project authorized under 49 U.S.C. chapter 53 or any other Federal law, the Federal/State Government reserves the right to impose on the Contractor the penalties of 49 U.S.C. § 5323(1), 18 U.S.C. § 1001 or other applicable Federal/State law to the extent the Federal/State Government deems appropriate. Section 7. Project Expenditures/Payment/Reimbursement. a. General. The Department shall reimburse the Contractor for allowable costs for work performed under the terms of this Agreement which shall be financed with Federal Section 5311 funds and State matching funds. The Contractor shall expend funds provided in this Agreement in accordance with the approved Project Budget(s), included as Attachment C to this Agreement. It is understood and agreed that the work conducted pursuant to this Agreement shall be done on an actual cost basis by the Contractor. Expenditures submitted for reimbursement shall include all eligible cost incurred within the Period Covered. The Period Covered represents the monthly or quarterly timeframe in which the project reports expenditures to the Department. All payments issued by the Department will be on a reimbursable basis unless the Contractor requests and the Department approves an advance payment. The Department allows grantees in good standing to request advance payment (prior to issuing payment to the vendor) for vehicles and other high-cost capital items. The Contractor agrees to deposit any advance payments into its account when received and issue payment to the vendor within 3 (three) business days. The amount of reimbursement from the Department shall not exceed the funds budgeted in the approved Project Budget. The Contractor shall initiate and prosecute to completion all actions necessary to enable the Contractor to provide its share of project costs at or prior to the time that such funds are needed to meet project costs. The Contractor shall provide its share of project costs from sources other than FTA and State funds from the Department. Any costs for work not eligible for Federal and State participation shall be financed one hundred percent (100%) by the Contractor. b. Administrative Expenditures. In order to assist the Contractor in financing the administrative costs of the project, the Department shall reimburse the Contractor up to the percentage specified in the Approved Project Budget of allowable administrative costs which shall be determined by available funding. C. Operating Expenditures. In order to assist in financing the operating costs of the project, the Department shall reimburse the Contractor for the lesser of the following when providing Section 5311 operating assistance: (1) The balance of unrecovered operating expenditures after deducting all farebox and other operating revenues, or Updated 3/07/12 Page 7 of 38 CFPTA Agenda Packet 10/24/2013 18 (2) Up to the percentage specified in the Approved Project Budget of the allowable total operating expenditures which shall be determined by available funding. d. Payment and Reimbursement. The Contractor shall submit a request for reimbursement to the Department for the Period Covered not more frequently than monthly, nor less frequently than quarterly, reporting on the Department's Uniform Public Transportation Accounting System (UPTAS) invoicing forms furnished by the Department for work performed under this Agreement. Expenditures submitted for reimbursement shall include all eligible cost incurred within the Period Covered. Failure to request reimbursement for expenses incurred within the Period Covered may result in non-payment. All requests for reimbursement must be submitted within (30) days following the end of the project's reporting period. Additional forms must be submitted with reimbursement requests to report on contracting activities with Disadvantaged Business Enterprise (DBE) firms. Invoices shall be supported by documentation of costs unless otherwise waived by the Department. All requests must be submitted within thirty (30) days following the end of the quarter. Failure to request reimbursement for eligible projects costs as outlined may result in termination of the Project. Invoices shall be approved by the Department's Public Transportation Division and reviewed by the Department's External Audit Branch prior to payment. e. Excluded Costs. The Contractor understands and agrees that, except to the extent the Department determines otherwise in writing, ineligible costs will be treated as follows: (1) In determining the amount of Federal/State assistance the Department will provide, the Department will exclude: (a) Any Project cost incurred by the Contractor before the effective date of the grant; (b) Any cost that is not included in the latest Approved Project Budget; (c) Any cost for Project property or services received in connection with a third party contract, sub-agreement, lease, or other arrangement that is required to be, but has not been, concurred in or approved in writing by FTA; (d) Any non-project cost consistent with the prohibitions of 49 U.S.C. § 5323(h); and (e) Any profit or fee sought by the recipient for its services under the Grant Agreement, except to the extent determined by applicable. (f) Any cost ineligible for FTA participation as provided by applicable Federal/State laws, regulations, or directives. (2) The Contractor shall limit reimbursement for meals, lodging and travel to the rates established by the State of North Carolina Travel Policy. Costs incurred by the Contractor in excess of these rates shall be borne by the contractor. (3) The Contractor understands and agrees that payment to the Contractor for any Project cost does not constitute the Federal/State Government's final decision about whether that cost is allowable and eligible for payment and does not constitute a waiver of any violation by the Contractor of the terms of this Agreement. The Contractor acknowledges that the Federal/State Government will not make a final determination about the allowability and eligibility of any cost until an audit of the Project has been completed. If the Federal/State Government determines that the Contractor is not entitled to receive any portion of the Federal/State assistance the Contractor has requested or provided, the Department will notify the Contractor in writing, stating its reasons. The Contractor agrees that Project closeout will not alter the Contractor's responsibility to return any funds due the Federal/State Government as a result of later refunds, corrections, or other transactions; nor will Project closeout alter the Federal/State Government's right to disallow costs and recover funds on the basis of a later audit or other review. Unless prohibited by Federal/State law or regulation, the Federal/State Government may recover any Federal/State assistance funds made available for the Updated 3/07/12 Page 8 of 38 CFPTA Agenda Packet 10/24/2013 19 Project as necessary to satisfy any outstanding monetary claims that the Federal/State Government may have against the Contractor. f. Program Income 1. State, Local, or Indian Tribal Governments. In addition to uses of program income authorized under 49 C.F. R Section 18.25, FTA reserves the right to permit the Department to add program income to the funds FTA and the recipient have committed to that Grant agreement and use that program income for the purposes of and under the conditions of the grant agreement. 2. Institutions of Higher Education, private Non-Profit Organizations, and Private For Profit Organizations. In addition to uses of program income permitted under 49 C.F.R. Section 19.24, FTA reserves the right to permit a recipient to add the program income to the funds FTA and the recipient have committed to that Grant agreement and use that program income to further eligible project or program objectives. 3. Cost Associated With Program Income. Except to the extent FTA determines otherwise in writing, the cost incident to the earning program income may be deducted from the Recipient's gross income to determine program income, provided these costs have not been charged to the Grant Agreement. g. Federal/State Claims, Excess Payments, Disallowed Costs, including Interest. (1) Contractor 's Responsibility to Pay. Upon notification to the Contractor that specific amounts are owed to the Federal/State Government, whether for excess payments of Federal/State assistance, disallowed costs, or funds recovered from third parties or elsewhere, the Contractor agrees to remit to the Department promptly the amounts owed, including applicable interest and any penalties and administrative charges. (2) Amount of Interest. The Contractor agrees to remit to the Department interest owed as determined in accordance with N.C.G.S. 147-86.23. Upon notification to the Contractor that specific amounts are owed to the Federal Government, whether for excess payments of Federal assistance, disallowed costs, or funds recovered from third parties or elsewhere, the Contractor agrees to remit to the Federal Government promptly the amounts owed, including applicable interest, penalties and administrative charges. (3) Payment to FTA. Upon receipt of repayment from the Contractor, the Department shall be responsible to remit amounts owed to FTA. h. De-obligation of Funds. The Contractor agrees that the Department may de-obligate unexpended Federal and State funds before Project closeout. Section 8. Accounting Records. a. Establishment and Maintenance of Accounting Records. The Contractor shall establish and maintain separate accounts for the public transportation program, either independently or within the existing accounting system. All costs charged to the program shall be in accordance with most current approved Annual Budget and shall be reported to the Department in accordance with U PTAS. b. Documentation of Project Costs. All costs charged to the Project, including any approved services performed by the Contractor or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in detail the nature and propriety of the charges, as referenced in 49 C.F.R. 18, the Office of Management and Budget Circulars A-87, "Costs Principles for State, Local, and Indian Tribal Governments" and A-102 "Grants and Cooperative Agreements with State and Local Governments." C. Allowable Costs. Expenditures made by the Contractor shall be reimbursed as allowable costs to the extent they meet all of the requirements set forth below. They must be: (1) Consistent with the Project Description, plans, specifications, and Project Budget and all other provisions of this Agreement; Updated 3/07/12 Page 9 of 38 CFPTA Agenda Packet 10/24/2013 20 (2) Necessary in order to accomplish the Project; (3) Reasonable in amount for the goods or services purchased; (4) Actual net costs to the Contractor, i.e., the price paid minus any refunds (e.g., refundable sales and use taxes pursuant to N.C.G.S. 105- 164.14), rebates, or other items of value received by the Contractor that have the effect of reducing the cost actually incurred; (5) Incurred (and be for work performed) within the period of performance and period covered of this Agreement unless specific authorization from the Department to the contrary is received; (6) Satisfactorily documented; (7) Treated uniformly and consistently under accounting principles and procedures approved or prescribed by the Department; and (8) In compliance with U.S. DOT regulations pertaining to allowable costs at 49 C.F.R. § 18.22(b) or 49 C.F.R. § 19.27, which regulations specify the applicability of U.S. Office of Management and Budget (U.S. OMB) circulars and Federal Acquisition Regulation (FAR) provisions are follows: (a1) U.S. OMB Guidance for Grants and Agreements, "Cost Principles for State, Local, and Indian Tribal Governments (OMB Circular A-87)", 2 C.F.R. Part 225, applies to Project costs incurred by a Contractor that is a State, local, or Indian tribal government. (b1) U.S. OMB Guidance for Grants and Agreements, "Cost Principles for Educational Institutions (OMB Circular A-21), "2 C.F.R. Part 220, applies to Project costs incurred by a Contractor that is an institution of higher education. (c1) U.S. OMB Guidance for Grants and Agreements "Cost Principles for Non-profit Organizations (OMB Circular A-122)," 2 C.F.R. Part 230, applies to Project costs incurred by a Contractor that is a private nonprofit organization. (d1) FAR, at 48 C.F.R., Subpart 31.2, "Contracts with Commercial Organizations" applies to Project costs incurred by a Contractor that is a for-profit organization. Section 9. Reporting, Record Retention, and Access. a. Reports. The Contractor shall advise the Department regarding the progress of the Project at a minimum quarterly and at such time and in such a manner as the Department may require. Such reporting and documentation may include, but not be limited to: operating statistics, equipment usage, meetings, progress reports, and monthly performance reports. The Contractor shall collect and submit to the Department such financial statements, data, records, contracts, and other documents related to the Project as may be deemed necessary by the Department. Such reports shall include narrative and financial statements of sufficient substance to be in conformance with the reporting requirements of the Department. Progress reports throughout the useful life of the project equipment shall be used, in part, to document utilization of the project equipment. Failure to fully utilize the project equipment in the manner directed by the Department shall constitute a breach of contract, and after written notification by the Department, may result in termination of the Agreement or any such remedy as the Department deems appropriate. b. Record Retention. The Contractor and its third party contractors shall retain all records pertaining to this Project for a period of five (5) years from the date of final payment to the Contractor, or until all audit exceptions have been resolved, whichever is longer, in accordance with Updated 3/07/12 Page 10 of 38 CFPTA Agenda Packet 10/24/2013 21 "Records Retention and Disposition Schedule — Public Transportation Systems and Authorities, April 1, 2006," at (http://www.ah.dcr.state.nc.us/records/locale. C. Access to Records of Contractor and Subcontractors. The Contractor shall permit and shall require its third party contractors to permit the Department, the Comptroller General of the United States, and the Secretary of the United States Department of Transportation, or their authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts of the Contractor pertaining to the Project. The Department shall reserve the right to reject any and all materials and workmanship for defects and incompatibility with Project Description or excessive cost. The Department shall notify the Contractor, in writing, if materials and/or workmanship are found to be unacceptable. The Contractor shall have ninety (90) days from notification to correct defects or to provide acceptable materials and/or workmanship. Failure by the Contractor to provide acceptable materials and/or workmanship, or to correct noted defects, shall constitute a breach of contract. d. Project Closeout. The Contractor agrees that Project closeout does not alter the reporting and record retention requirements of this Section 6 of this Agreement. Section 10. Project Completion, Audit, Settlement, and Closeout. a. Project Completion. Within ninety (90) calendar days following Project completion, the end of the Project's period of performance, or termination by the Department, the Contractor agrees to submit a final reimbursement request to the Department for eligible Project expenses. b. Financial Reporting and Audit Requirements. In accordance with OMB Circular A- 133, "Audits of State, Local Governments and Non-Profit Organizations," revised on June 27, 2003 and June 26, 2007 (www.whitehouse.gov/omb/circulars), N.C.G.S. 159-34, the Contractor shall arrange for an independent financial and compliance audit of its fiscal operations. The Contractor shall furnish NCDOT with a copy of the audit report, in addition to any copies submitted to the Local Government Commission. C. Audit Costs. Unless prohibited by law, the costs of audits made in accordance with the provisions of OMB Circular A-133 are allowable charges to State and Federal awards. The charges may be considered a direct cost or an allocated indirect cost, as determined in accordance with cost principles outlined in OMB Circular A-87 "Cost Principles for State, Local, and Indian Tribal Governments." The cost of any audit not conducted in accordance with OMB Circular A-133 and N.C.G.S. 159-34 is unallowable and shall not be charged to State or Federal grants. d. Funds Owed to the Department. The Contractor agrees to remit to the Department any excess payments made to the Contractor, any costs disallowed by the Department, and any amounts recovered by the Contractor from third parties or from other sources, as well as any penalties and any interest required by Subsection 7g of this Agreement. e. Project Closeout. Project closeout occurs when the Department issues the final project payment or acknowledges that the Contractor has remitted the proper refund. The Contractor agrees that Project closeout by the Department does not invalidate any continuing requirements imposed by this Agreement. Section 11. Civil Rights. The Contractor agrees to comply with all applicable civil rights laws and implementing regulations including, but not limited to, the following: a. Nondiscrimination in Federal Public Transportation Programs. The Contractor agrees to comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier of the Project, with the provisions of 49 U.S.C. § 5332, which prohibit discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity. b. Nondiscrimination —Title VI of the Civil Rights Act. The Contractor agrees to comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier of the Project, with all provisions prohibiting discrimination on the basis of race, color, or national origin Updated 3/07/12 Page 11 of 38 CFPTA Agenda Packet 10/24/2013 22 of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. C. Equal Employment Opportunity. The Contractor agrees to comply, and assures the compliance of each third party contractor at any tier of the Project and each subrecipient at any tier of the Project, with all equal employment opportunity (EEO) provisions of 49 U.S.C. § 5332, with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., and implementing Federal regulations and any subsequent amendments thereto. Except to the extend FTA determines otherwise in writing, the recipient also agrees to follow all applicable Federal EEO directives that may be issued. Accordingly: (1) General. The Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (2) Equal Employment Opportunity Requirements for Construction Activities. For activities determined by the U.S. Department of Labor (U.S. DOL) to qualify as "construction," the Contractor agrees to comply and assures the compliance of each third party contractor at any tier or subrecipient at any tier of the Project, with all applicable equal employment opportunity requirements of U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order No. 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000(e) note, and also with any Federal laws, regulations, and directives affecting construction undertaken as part of the Project. d. Disadvantaged Business Enterprises. (1) Policy. It is the policy of the North Carolina Department of Transportation that Disadvantaged Business Enterprises (DBEs) as defined in 49 CFR Part 26 shall have the equal opportunity to compete fairly for and to participate in the performance of contracts financed in whole or in part by Federal Funds. The Contractor is also encouraged to give every opportunity to allow DBE participation in Supplemental Agreements. (2) Obligation The Contractor, subconsultant, and subcontractor shall not discriminate on the basis of race, religion, color, national origin, age, disability or sex in the performance of this contract. The Contractor shall comply with applicable requirements of 49 CFR Part 26 in the award and administration of federally assisted contracts. Failure by the Contractor to comply with these requirements is a material breach of this contract, which will result in the termination of this contract or such other remedy, as the Department deems necessary. (3) Goals. Even though specific DBE goals are not established for this project, the Department encourages the Contractor to have participation from DBE contractors and/or suppliers. (4) Listing of DBE Subcontractors. The contractor, at the time the Letter of Interest is submitted, shall submit a listing of all known DBE contractors that will participate in the performance of the identified work. The participation shall be submitted on the Department's Form RS-2. In the event the contractor has no DBE participation, the contractor shall indicate this on the Form RS-2 by entering the word `None' or the number `zero' and the form shall be signed. Form RS-2 may be accessed on the website at https:H apps.dot.state.nc.us/guickfind/forms/Default.aspx. (5) Certified Transportation Firms Directory. Real-time information about contractors doing business with the Department and contractors that are certified through North Carolina's Unified Certification Program is available in the Directory of Transportation Firms. The Updated 3/07/12 Page 12 of 38 CFPTA Agenda Packet 10/24/2013 23 Directory can be accessed by the link on the Department's homepage or by entering https:Happs.dot.state.nc.us/vendor/directory/ in the address bar of your web browser. Only contractors identified as DBE certified in the Directory shall be listed in the proposal. The listing of an individual contractor in the Department's directory shall not be construed as an endorsement of the contractor's capability to perform certain work. (6) Reporting Disadvantaged Business Enterprise Participation. When payments are made to Disadvantaged Business Enterprise (DBE) contractors, including material suppliers, contractors at all levels (Contractor, subconsultant or subcontractor) shall provide the Contract Administrator with an accounting of said payments. The accounting shall be listed on the Department's Subcontractor Payment Information Form (Form DBE-IS). In the event the contractor has no DBE participation, the contractor shall indicate this on the Form DBE-IS by entering the word `None' or the number `zero' and the form shall be signed. Form DBE-IS may be accessed on the website at https:Happs.dot.state.nc.us/guickfind/forms/Default.aspx. A responsible fiscal officer of the payee Contractor, subconsultant or subcontractor who can attest to the date and amounts of the payments shall certify that the accounting is correct. A copy of an acceptable report may be obtained from the Department of Transportation. This information shall be submitted as part of the requests for payments made to the Department. e. Age Discrimination in Employment Act (ADEA). The Contractor agrees to comply with 29 U.S.C. Section 621 through 634 and with implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F. R. Part 1625, which prohibits discrimination against individuals on the basis of age. f. Access for Individuals with Disabilities. The Contractor agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Contractor also agrees to comply with all applicable provisions of Section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities. In addition, the Contractor agrees to comply with applicable Federal regulations and directives and any subsequent amendments thereto, except to the extent the Department determines otherwise in writing, as follows: (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; (3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38; (4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; Updated 3/07/12 Page 13 of 38 CFPTA Agenda Packet 10/24/2013 24 (6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19; (7) U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; (8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and (9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; (10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609; and (11) Federal civil rights and nondiscrimination directives implementing the foregoing regulations. g. Drug or Alcohol Abuse-Confidentiality and Other Civil Rights Protections. To the extent applicable, the Contractor agrees to comply with the confidentiality and other civil rights protections of the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. §§ 1101 et seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4541 et seq., and with the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 201dd -290dd-2 et seq, and any subsequent amendments to these acts. h. Access to Services for Persons with Limited English Proficiency. To the extent applicable and except to the extent that the Department determines otherwise in writing, the Contractor agrees to comply with the policies of Executive Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d-1 note, and with the provisions of U.S. DOT Notice, "DOT Guidance to Recipients on Special Language Services to Limited English Proficient (LEP) Beneficiaries," 70Fed. Reg. 74087 et seq., December 14, 2005. i. Environmental Justice. The Contractor agrees to comply with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 42 U.S.C. § 4321 note, except to the extent that the Department determines otherwise in writing. i. Other Nondiscrimination Laws. The Contractor agrees to comply with all applicable provisions of other Federal laws, regulations, and directives pertaining to and prohibiting discrimination that are applicable, except to the extent the Department determines otherwise in writing. Section 12. Planning and Private Enterprise. a. General. To the extent applicable, the Contractor agrees to implement the Project in a manner consistent with the plans developed in compliance with the Federal planning and private enterprise provisions of the following: (1) Federal Transit law, specifically, 49 U.S.C. §§ 5303, 5304, 5306, and 5323(a)(1); (2) Joint Federal Highway Administration (FHWA)/FTA document, "Interim Guidance for Implementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for Joint FHWA/FTA Authorities," dated September 2, 2005, as amended by joint FHWA/FTA guidance, "SAFETEA-LU Deadline for New Planning Requirements (July 1, 2007)," dated May 2, 2006 [clarifying Guidance on Implementation of SAFETEA-LU Planning Provisions], and subsequent Federal directives implementing SAFETEA-LU, except to the extent FTA determines otherwise in writing; (3) Joint FHWA/FTA regulations, "Planning Assistance and Updated 3/07/12 Page 14 of 38 CFPTA Agenda Packet 10/24/2013 25 Standards," 23 C.F.R. Part 450 and 49 C.F.R. Part 613 to the extent that those regulations are consistent with the SAFETEA-LU amendments to public transportation planning and private enterprise laws, and subsequent amendments to those regulations that may be promulgated; and (4) FTA regulations, "Major Capital Investment Projects," 49 C.F.R. Part 611, to the extent that those regulations are consistent with the SAFETEA-LU amendments to the public transportation planning and private enterprise laws, and any subsequent amendments to those regulations that may be subsequently promulgated. b. Governmental and Private Nonprofit Providers of Nonemergency Transportation. In addition to providing opportunities to participate in planning as described in Subsection 12a of this Agreement, to the extent feasible the Contractor agrees to comply with the provisions of 49 U.S.C. § 5323(k), which afford governmental agencies and nonprofit organizations that receive Federal assistance for nonemergency transportation from Federal Government sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and planning of transportation services. C. Infrastructure Investment. During the implementation of the Project, the Contractor agrees to take into consideration the recommendations of Executive Order No. 12803, "Infrastructure Privatization," 31 U.S.C. § 501 note, and Executive Order No. 12893, "Principles for Federal Infrastructure Investments," 31 U.S.C. § 501 note. Section 13. Preference for United States Products and Services. To the extent applicable, the Contractor agrees to comply with the following U.S. domestic preference requirements: a. Buy America. The Contractor agrees to comply with 49 U.S.C. § 53230) and FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661 to the extent those regulations are consistent with SAFETEA-LU provisions, and subsequent amendments to those regulations that may be promulgated. The Contractor also agrees to comply with FTA directives to the extent those directives are consistent with SAFETEA-LU provisions, except to the extent that FTA or the Department determines otherwise in writing. b. Cargo Preference-Use of United States-Flag Vessels. The Contractor agrees to comply with U.S. Maritime Administration regulations, "Cargo Preference-U.S.-Flag Vessels," 46 C.F.R. Part 381, to the extent those regulations apply to the Project. C. Fly America. The Contractor understands and agrees that the Federal/State Government will not participate in the costs of international air transportation of any individuals involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance with the requirements of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and with U.S. GSA regulations, "Use of United States Flag Air Carriers," 41 C.F.R. §§ 301-10.131 through 301-10.143. Section 14.Procurement. To the extent applicable, the Contractor agrees to comply with the following third party procurement provisions: a. Federal Standards. The Contractor agrees to comply with the third party procurement requirements of 49 U.S.C. chapter 53 and other applicable Federal laws in effect now or as subsequently enacted; with U.S. DOT third party procurement regulations of 49 C.F.R. §§ 18.36 and other applicable Federal regulations pertaining to third party procurements and subsequent amendments thereto, to the extent those regulations are consistent with SAFETEA-LU provisions; and Article 8 of Chapter 143 of the North Carolina General Statutes. The Contractor also agrees to comply with the provisions of FTA Circular 4220.1F, "Third Party Contracting Requirements," to the extent those provisions are consistent with SAFETEA-LU provisions and with any subsequent amendments thereto, except to the extent the Department or the FTA determines otherwise in writing. Although the FTA "Best Practices Procurement Manual' provides additional procurement guidance, the Contractor understands that the FTA "Best Practices Procurement Manual' is focused on third party procurement Updated 3/07/12 Page 15 of 38 CFPTA Agenda Packet 10/24/2013 26 processes and may omit certain Federal requirements applicable to the third party contract work to be performed. The Contractor shall establish written procurement procedures that comply with the required Federal and State standards. b. Full and Open Competition. In accordance with 49 U.S.C. § 5325(a), the Contractor agrees to conduct all procurement transactions in a manner that provides full and open competition as determined by the Department and FTA. C. Exclusionary or Discriminatory Specifications. Apart from inconsistent requirements imposed by Federal laws or regulations, the Contractor agrees to comply with the requirements of 49 U.S.C. § 5325(h) by not using any Federal assistance awarded by FTA to support a procurement using exclusionary or discriminatory specifications. d. Geographic Restrictions. The Contractor agrees that it will not use any State or local geographic preference, except State or local geographic preferences expressly mandated or as permitted by FTA. However, for example, in procuring architectural, engineering, or related services, the Contractor's geographic location may be a selection criterion, provided that a sufficient number of qualified firms are eligible to compete. e. In-State Bus Dealer Restrictions. The Contractor agrees that in accordance with 49 U.S.C. § 5325(i), any State law requiring buses to be purchased through in-State dealers will not apply to purchases of vehicles acquired with funding authorized under 49 U.S.C. chapter 53. f. Neutrality in Labor Relations. To the extent permitted by law, the Contractor agrees to comply with Executive Order No. 13502, "Use of Project Labor Agreements (PLA) for Federal Construction Projects," February 6, 2009, 74 Fed. Reg. 6985 et seq. As a result, the Recipient is no longer prohibited from requiring an affiliation with a labor organization, such as a project labor agreement, as a condition for award of any third party contract or subcontract at any tier for construction or construction management services, except to the extent that the Federal Government determines otherwise in writing. g. Federal Supply Schedules. State, local, or nonprofit Recipients may not use Federal Supply Schedules to acquire federally assisted property or services except to the extent permitted by U.S. GSA, U.S. DOT, or FTA laws, regulations, directives, or determinations. h. Force Account. The Contractor agrees that FTA may determine the extent to which Federal assistance may be used to participate in force account costs. i. Department Technical Review. The Contractor agrees to permit the Department to review and approve the Contractor 's technical specifications and requirements to the extent the Department believes necessary to ensure proper Project administration. The Contractor agrees to submit the following to the Department for its review and approval prior to solicitation: (1) New/adapted specifications for equipment, supplies, apparatuses and new-type rolling stock. This requirement does not apply to equipment, supplies, or apparatuses with cost of less than $30,000; or to Minivans; Conversion and Lift Vans; Center Aisle Vans and Standard Vans; and Light Transit Vehicles (Cutaway-type Bus). (2) Drawings, designs, and/or description of work for construction, renovation, or facility improvement projects, including the purchase or construction of bus shelters. j. Department Pre-award Approval. The Contractor agrees to submit procurement documents to the Department for its review and approval prior to award of a contract/ subcontract under this Agreement for any of the following: (1) All new-type rolling stock, excluding Minivans; Conversion and Lift Vans; Center Aisle Vans and Standard Vans; and Light Transit Vehicles (Cutaway-type Bus). (2) All construction projects equal to or greater than $30,000; (3) Any "brand name" product or sole source purchase equal to or greater than $2,500; (4) Any contract/subcontract to other than apparent lowest bidder equal to or greater than $2,500; (5) Any procurement equal to or greater than $90,000; Updated 3/07/12 Page 16 of 38 CFPTA Agenda Packet 10/24/2013 27 (6) Any contract modification that would change the scope of a contract or increase the contract amount up to or over the formal (sealed) bid threshold of $90,000. k. Project Approval/Third Party Contract Approval. Except to the extent the Department determines otherwise in writing, the Contractor agrees that the Department's award of Federal and State assistance for the Project does not, by itself, constitute pre-approval of any non-competitive third party contract associated with the Project. I. Preference for Recycled Products. To the extent applicable, the Contractor agrees to comply with U.S. EPA regulations, "Comprehensive Procurement Guidelines for Products Containing Recovered Materials," 40 C.F.R. Part 247, which implements Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and with subsequent Federal regulations that may be promulgated. Accordingly, the Contractor agrees to provide a competitive preference for products and services that conserve natural resources, protect the environment, and are energy efficient. M. Clean Air and Clean Water. The Contractor agrees to include in each third party contract and subagreement exceeding $100,000 adequate provisions to ensure that each Project participant will agree to report the use of facilities placed on or likely to be placed on the U.S. Environmental Protection Agency (U.S. EPA) "List of Violating Facilities," to not use any violating facilities, to report violations to the Department and the Regional U.S. EPA Office, and to comply with the inspection and other applicable requirements of: (1) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7606, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671 q; and (2) Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and other applicable requirements of the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377. n. National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and comply with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and any subsequent further implementing directives, except to the extent FTA or the Department determines otherwise in writing. o. Rolling Stock. In acquiring rolling stock, the Contractor agrees as follows: (1) Method of Acquisition. The Department's Public Transportation Division, through the North Carolina Department of Administration, Purchase and Contract Division, awards vehicle contracts for its grant recipients to purchase public transit vehicles. These vehicle contracts comply with FTA and State requirements. The Contractor will utilize these vehicle contracts to purchase public transit vehicles included in the Approved Budget for this Project. For public transit vehicles not included in these contracts, the Contractor shall conduct a competitive procurement process in accordance with this Agreement. (2) Multi-year Options. In accordance with 49 U.S.C. § 5325(e)(1), the Contractor may not enter into a multi-year contract with options, exceeding five (5) years after the date of the original contract, to purchase additional rolling stock and replacement parts. (3) Pre-Award and Post-Delivery Requirements. The Contractor agrees to comply with the requirements of 49 U.S.C. § 5323(m) and FTA regulations, "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663 and, when promulgated, any amendments to those regulations. The Contractor understands and agrees that to the extent the provisions of 49 U.S.C. § 5323(m), as amended by SAFETEA-LU conflict with FTA's implementing regulations, as currently promulgated, the provisions of 49 U.S.C. § 5323(m), as amended, prevail. (4) Bus Testing. To the extent applicable, the Contractor agrees to comply with the requirements of 49 U.S.C. § 5318(e) and FTA regulations, "Bus Testing," 49 C.F.R. Part 665, and any amendments to those regulations that may be promulgated. Updated 3/07/12 Page 17 of 38 CFPTA Agenda Packet 10/24/2013 28 p. Bonding. For construction projects, the Contractor agrees to provide bid guarantee bond (5% of bid price) and performance and payment bonds (100% of contract price) and comply with any other construction bonding provisions as the Department may determine. q. Architectural, Engineering, Design, or Related Services. For all architectural, engineering, design, or related services the Contractor shall use qualifications-based competitive proposal [Request for Qualifications (RFQ) in accordance with the Brooks Act] procedures. The Contractor shall follow applicable statutes, N.C.G.S. 143-64.31-34 and requirements set forth in FTA Circular 4220.1 F, to retain a qualified, registered architect or professional engineer. (1) The Contractor agrees to comply with qualifications-based competitive proposal procedures, which require: (a) An offeror's qualifications be evaluated; (b) Good faith effort to use minority-owned businesses; (c) Price be excluded as an evaluation factor; (d) Negotiations be conducted with only the most qualified offeror; and (e) Failing agreement on price, negotiations with the next most qualified offeror be conducted until a contract award can be made to the most qualified offeror whose price is fair and reasonable. (2) Geographic location may be a selection criterion in procurements for architectural and engineering (A&E) services provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. (3) The Contractor acknowledges and agrees that qualifications-based competitive proposal procedures can only be used for procurement of the following services: (a) Program management; (b) Construction management; (c) Feasibility studies; and (d) Preliminary engineering, design, architectural, engineering, surveying, mapping, and related services. (4) The Contractor also agrees to: (a) Include applicable Federal requirements and certifications in the solicitation; (b) Submit procurement documents to the Department for its review and approval prior to the award of any contract for A&E services for the Project; and (c) Maintain written documentation to support each step of the procurement process. r. Design-Bid-Build Projects. The Design-Bid-Build method of construction is where there are separate contracts and procurement processes for the design and construction. Typically the designer coordinates the numerous prime contractors that are involved in the construction process. The Contractor may use design-bid-build procurements to implement its projects after it has complied with applicable Federal and State requirements and obtains approval from the Department prior to solicitation and award of the contract. S. Design-Build Projects. The Design-Build method of construction is where a single contractor is given responsibility for both design and construction, thus eliminating an intermediate procurement step with possible time saving, and more effective coordination and opportunities for cost savings. Currently, this procurement method is not an allowable method of procurement by the State of North Carolina. The Contractor may request to use the design-build method as an "alternate" method. Submission of justification must be presented to the State Building Commission for a 2/3-majority vote of approval. One of the drawbacks of design-build is that the owner does not have an independent source (the A/E in traditional construction) overseeing design implementation and verifying conformance with the drawings and specifications. Updated 3/07/12 Page 18 of 38 CFPTA Agenda Packet 10/24/2013 29 t. Competitive Proposal/Request for Proposal (RFP). The competitive proposal/ request for proposal (RFP) method of procurement is normally conducted with more than one source submitting an offer, i.e., proposal. Either a fixed price or cost reimbursement type contract is awarded. This method of procurement is generally used when conditions are not appropriate for the use of sealed bids. The Contractor acknowledges that certain restrictions apply under North Carolina law for use of the RFP method and these restrictions and exceptions are discussed below. (1) The Contractor agrees that the RFP Method may not be used in lieu of an invitation for bids (IFB) for: (a) Construction/repair work; or (b) Purchase of apparatus, supplies, materials or equipment. See Subsection 14t(2), this Agreement, regarding information technology goods as services. (2) The Contractor agrees that the RFP method of solicitation may be used (in addition to or instead of any other procedure available under North Carolina law) for the procurement of information technology goods and services [as defined in N.C.G.S. 147-33.81(2)]. This applies to electronic data processing goods and services, telecommunications goods and services, security goods and services, microprocessors, software, information processing, office systems, any services related to the foregoing, and consulting or other services for design or redesign of information technology supporting business processes. The Contractor will comply with the following minimum requirements [N.C.G.S. 143-129.8]: (a) Notice of the request for proposals shall be given in accordance with N.C.G.S. 143-129(b). (b) Contracts shall be awarded to the person or entity that submits the best overall proposal as determined by the awarding authority. Factors to be considered in awarding contracts shall be identified in the request for proposals. (c) The Contractor may use procurement methods set forth in N.C.G.S. 143-135.9 in developing and evaluating requests for proposals. (d) The Contractor may negotiate with any proposer in order to obtain a final contract that best meets the needs of the Contractor. (e) Any negotiations shall not alter the contract beyond the scope of the original request for proposals in a manner that deprives the proposers or potential proposers of a fair opportunity to compete for the contract; and would have resulted in the award of the contract to a different person or entity if the alterations had been included in the request for proposals. (f) Proposals submitted shall not be subject to public inspection until a contract is awarded. (3) The Contractor agrees that the RFP method, in accordance with FTA Circular 4220.1 F, under the guidelines of FTA "Best Practices Procurement Manual," should be used for procurements of professional services, such as consultants for planning activities and for transit system operations/management. The Contractor acknowledges that certain restrictions apply under North Carolina law for use of the RFP method and these restrictions and exceptions are discussed in Subsections 14t(1) and 14t(2) of this Agreement. For all architectural, engineering, design, or related services, the Contractor agrees that the qualifications-based competitive proposal process shall be used (see Subsection 14q, this Agreement). (4) When the RFP method is used for procurement of professional services, the Contractor agrees to abide by the following minimum requirements: (a) Normally conducted with more than one source submitting an offer (proposal); (b) Either fixed price or cost reimbursement type contract will be used; Updated 3/07/12 Page 19 of 38 CFPTA Agenda Packet 10/24/2013 30 (c) Generally used when conditions are not appropriate for use of sealed bids; (d) Requests for proposals will be publicized; (e) All evaluation factors will be identified along with their relative importance; (f) Proposals will be solicited from an adequate number (3 is recommended) of qualified sources; (g) A standard method must be in place for conducting technical evaluations of the proposals received and for selecting awardees; (h) Awards will be made to the responsible firm whose proposal is most advantageous to the Contractor's program with price and other factors considered; and (i) In determining which proposal is most advantageous, the Contractor may award to the proposer whose proposal offers the greatest business value (best value) to the agency. "Best value" is based on determination of which proposal offers the best tradeoff between price and performance, where quality is considered an integral performance factor. U. Award to Other than the Lowest Bidder. In accordance with Federal and State statutes, a third party contract may be awarded to other than the lowest bidder, if the award furthers an objective (such as improved long-term operating efficiency and lower long-term costs). When specified in bidding documents, factors such as discounts, transportation costs, and life cycle costs will be considered in determining which bid is lowest. Prior to the award of any contract equal to or greater than $2,500 to other than apparent lowest bidder, the Contractor shall submit its recommendation along with basis/reason for selection to the Department for pre-award approval. V. Award to Responsible Contractors. The Contractor agrees to award third party contracts only to responsible contractors who possess potential ability to successfully perform under the terms and conditions of the proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. Contracts will not be awarded to parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs or activities in accordance with the Federal debarment and suspension rule, 49 C.F.R. 29. For procurements over $25,000, the Contractor shall comply, and assure the compliance of each third party contractor and subrecipient at any tier, with the debarment and suspension rule. FTA and the Department recommend that grantees use a certification form for projects over $25,000, which are funded in part with Federal funds. A sample certification form can be obtained from the Department. The Contractor also agrees to check a potential contractor's debarment/suspension status at the following Web site: http://epls.arnet.gov/. W. Procurement Notification Requirements. With respect to any procurement for goods and services (including construction services) having an aggregate value of $500,000 or more (in Federal funds), the Contractor agrees to: (1) Specify the amount of Federal and State funds that will be used to finance the acquisition in any announcement of the contract award for such goods or services; and (2) Express the said amount as a percentage of the total costs of the planned acquisition. X. Contract Administration System. The Contractor shall maintain a contract administration system that ensures that contractors/subcontractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. y. Access to Third Party Contract Records. The Contractor agrees, and agrees to require its third party contractors and third party subcontractors, at as many tiers of the Project as required, to provide to the Federal and State awarding agencies or their duly authorized Updated 3/07/12 Page 20 of 38 CFPTA Agenda Packet 10/24/2013 31 representatives, access to all third party contract records to the extent required by 49 U.S.C. § 5325(g), and retain such documents for at least five (5) years after project completion. Section 15. Leases. a. Capital Leases. To the extent applicable, the Contractor agrees to comply with FTA regulations, "Capital Leases," 49 C.F.R. Part 639, and any revision thereto. b. Leases Involving Certificates of Participation. The Contractor agrees to obtain the Department's concurrence before entering into any leasing arrangement involving the issuance of certificates of participation in connection with the acquisition of any capital asset. Section 16. Hold Harmless. Except as prohibited or otherwise limited by State law or except to the extent that FTA or the Department determines otherwise in writing, upon request by the Federal or State Government, the Contractor agrees to indemnify, save, and hold harmless the Federal and State Government and its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under the Project. The Contractor shall not be required to indemnify the Federal or State Government for any such liability caused by the wrongful acts of Federal or State employees or agents. Section 17. Use of Real Property, Equipment, and Supplies. The Contractor understands and agrees that the Federal Government retains a Federal interest and the State Government retains a State interest in any real property, equipment, and supplies financed with Federal or State assistance (Project property) until, and to the extent, that the Federal or State Government relinquishes its Federal or State interest in that Project property. With respect to any Project property financed with Federal/State assistance under this Agreement, the Contractor agrees to comply with the following provisions, except to the extent FTA or the Department determines otherwise in writing: a. Use of Project Property. The Contractor agrees to maintain continuing control of the use of Project property to the extent satisfactory to FTA. The Contractor agrees to use Project property for appropriate Project purposes (which may include joint development purposes that generate program income, both during and after the award period and used to support public transportation activities) for the duration of the useful life of that property, as required by FTA or the Department. Should the Contractor unreasonably delay or fail to use Project property during the useful life of that property, the Contractor agrees that it may be required to return the entire amount of the Federal and State assistance expended on that property. The Contractor further agrees to notify the Department immediately when any Project property is withdrawn from Project use or when any Project property is used in a manner substantially different from the representations the Contractor has made in its Application or in the Project Description for this Agreement for the Project. In turn, the Department shall be responsible for notifying FTA. b. General. The Contractor agrees to comply with the property management standards of 49 C.F.R. §§ 18.31 through 18.33, including any amendments thereto, and with other applicable Federal and State regulations and directives. Any exception to the requirements of 49 C.F.R. §§ 18.31 through 18.33 requires the express approval of the Federal Government in writing. The Contractor also consents to the Department's reimbursement requirements for premature dispositions of certain Project equipment, as set forth in Subsection 17i of this Agreement. c. Maintenance and Inspection of Vehicles, Facilities and Other Project Equipment. The Contractor shall maintain all project equipment at a high level of cleanliness, safety, and mechanical soundness in accordance with the minimum maintenance requirements recommended by the manufacturer. The Contractor shall register all vehicle maintenance activities in a Comprehensive Maintenance Record or an electronic version of same. The Department shall conduct frequent Updated 3/07/12 Page 21 of 38 CFPTA Agenda Packet 10/24/2013 32 inspections to confirm proper maintenance pursuant to this Subsection 17c of this Agreement and the State Management Plan. The Contractor shall collect and submit to the Department at such time and in such manner as it may require information for the purpose of the Department's Public Transportation Management System (PTMS). The Contractor shall maintain the facility, including any and all equipment installed into or added on to the facility as part of the Project, in good operating order and at a high level of cleanliness, safety and mechanical soundness in accordance with good facility maintenance and upkeep practices and in accordance with the minimum maintenance requirements recommended by the manufacturer for all equipment installed in or added to the facility as part of the Project. Such maintenance shall be in compliance with applicable Federal and state regulations or directives that may be issued, except to the extent that the Department determines otherwise in writing. The Department shall conduct inspections as it deems necessary to confirm proper maintenance on the part of the Contractor pursuant to Subsection 17c of the Agreement and the State Management Plan. Such inspections may or may not be scheduled ahead of time, but will be conducted such that they shall not significantly interfere with the ongoing and necessary functions for which the Project was designed. The Contractor shall make every effort to accommodate such inspections by the Department in accordance with the Department's desired schedule for such inspections. The Contractor shall collect and submit to the Department at such time and in such manner as the Department may require information for the purpose of the Department's Public Transportation Management System (PTMS) and any and all other reports the Department deems necessary. The Contractor shall also maintain and make available to the Department upon its demand all documents, policies, procedures, purchase orders, bills of sale, internal work orders and similar items that demonstrate the Contractor's maintenance of the facility in good operating order and at a high level of cleanliness, safety and mechanical soundness. d. Records. The Contractor agrees to keep satisfactory records pertaining to the use of Project property, and submit to the Department upon request such information as may be required to assure compliance with this Section 14 of this Agreement. e. Incidental Use. The Contractor agrees that: (1) General. Any incidental use of Project property will not exceed that permitted under applicable Federal and State laws, regulations, and directives. (2) Alternative Fueling Facilities. As authorized by 49 U.S.C. § 5323(p), any incidental use of its federally financed alternative fueling facilities and equipment by non- transit public entities and private entities will be permitted, only if the: (a) Incidental use does not interfere with the Contractor's Project or public transportation operations; (b) Contractor fully recaptures all costs related to the incidental use from the non-transit public entity or private entity; (c) Contractor uses revenues received from the incidental use in excess of costs for planning, capital, and operating expenses that are incurred in providing public transportation; and (d) Private entities pay all applicable excise taxes on fuel. f. Title to Vehicles. The Certificate of Title to all vehicles purchased under the Approved Budget for this Project shall be in the name of the Contractor. The Department's Public Transportation Division shall be recorded on the Certificate of Title as first lien-holder. In the event of project termination or breach of contract provisions, the Contractor shall, upon written notification by the Department, surrender Project equipment and/or transfer the Certificate(s) of Title for Project Updated 3/07/12 Page 22 of 38 CFPTA Agenda Packet 10/24/2013 33 equipment to the Department or the Department's designee. g. Encumbrance of Project Property. The Contractor agrees to maintain satisfactory continuing control of Project property as follows: (1) Written Transactions. The Contractor agrees that it will not execute any transfer of title, lease, lien, pledge, mortgage, encumbrance, third party contract, subagreement, grant anticipation note, alienation, innovative finance arrangement (such as a cross border lease, leveraged lease, or otherwise), or any other obligation pertaining to Project property, that in any way would affect the continuing Federal and State interest in that Project property. (2) Oral Transactions. The Contractor agrees that it will not obligate itself in any manner to any third party with respect to Project property. (3) Other Actions. The Contractor agrees that it will not take any action adversely affecting the Federal and State interest in or impair the Contractor's continuing control of the use of Project property. h. Transfer of Project Property. The Contractor understands and agrees as follows: (1) Contractor Request. The Contractor may transfer any Project property financed with Federal assistance authorized under 49 U.S.C. chapter 53 to a local governmental authority to be used for any public purpose with no further obligation to the Federal Government, provided the transfer is approved by the Federal Transit Administrator and conforms with the requirements of 49 U.S.C. §§ 5334(h)(1) through 5334(h)(3). (2) Federal/State Government Direction. The Contractor agrees that the Federal or State Government may direct the disposition of, and even require the Contractor to transfer title to any Project property financed with Federal/State assistance under this Agreement. (3) Leasing Project Property to Another Party. (a) General. Prior to entering into any third party contract for leasing Project property to another party, the Contractor agrees to obtain approval from the Department. If the Contractor leases any Project property to another party, the Contractor agrees to retain ownership of the leased Project property, and assure that the lessee will use the Project property appropriately, through a written lease between the Contractor and lessee. The Contractor agrees to use the standard lease agreement form provided by the Department and to provide a copy of the signed, executed lease agreement to the Department. In accordance with Subsection 5g of this Agreement, regardless of assignment of work to be completed under this Project or lease of Project assets to a third party, it is the Contractor's primary responsibility to comply with Federal and State requirements of this Agreement and assure the compliance of any third party contractors. (b) Lease of Vehicles. The lease of vehicles acquired with financial assistance authorized for 49 U.S.C. 5311 to any third party is contingent upon approval of the Department. It is allowable to lease vehicles to Updated 3/07/12 Page 23 of 38 CFPTA Agenda Packet 10/24/2013 34 another Community Transportation System providing general public service in the State of North Carolina, upon approval of the Department. It is also allowable for vehicles to be leased to a third party operator or transportation management company that operates the transit service within a county/region under contract to the Contractor, upon approval of the Department. The Contractor agrees to use the vehicle lease agreement provided by the Department when vehicles are leased, even if on a short-term basis, to another Community Transportation System or a management company. The Contractor agrees to obtain written approval from the Department before the lease is executed and forward a copy of the signed, executed lease agreement to the Department. The Contractor, as a Community Transportation System, shall not lease vehicles to human service agencies, county agencies/government, community agencies or school systems. The Contractor agrees not to loan vehicle(s) to other agencies/individuals for short-term use, even during hours that the transportation system is not providing service, as the vehicle(s) will generally be used to provide service that is "closed- door," i.e., not open to the general public. i. Disposition of Project Property. With prior Department approval, the Contractor may sell, transfer, or lease Project property and use the proceeds to reduce the gross project cost of other eligible capital public transportation projects to the extent permitted by 49 U.S.C. § 5334(h)(4). The Contractor also agrees that the Department shall determine "useful life" for all Project property and that the Contractor will use Project property continuously and appropriately throughout the useful life of that property. Upon the end of the period of useful life, the Contractor may dispose of Project property after notifying and receiving disposition instructions from the Department. (1) Project Property Whose Useful Life Has Expired. When the useful life of Project property has expired, the Contractor agrees to comply with the Department's disposition requirements. (2) Project Property Prematurely Withdrawn from Use. For Project property withdrawn from appropriate use before its useful life has expired, the Contractor agrees as follows: (a) Notification Requirement. The Contractor agrees to notify the Department immediately when any Project property is prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss. (b) Calculating the Fair Market Value of Prematurely Withdrawn Project Property. The Contractor agrees that the Federal/State Government retains a Federal/State interest in the fair market value of Project property prematurely withdrawn from appropriate use. The amount of the Federal/State interest in the Project property shall be determined by the ratio of the Federal/State assistance awarded for the property to the actual cost of the property. The Contractor agrees that the fair market value of Project property prematurely withdrawn from use will be calculated as follows: 1. Equipment and Supplies. The Contractor agrees that the fair market value of Project equipment and supplies shall be calculated by straight-line depreciation of that property, based on the useful life of the equipment or supplies as established by the Department. The fair market value of Project equipment and supplies shall be the value Updated 3/07/12 Page 24 of 38 CFPTA Agenda Packet 10/24/2013 35 immediately before the occurrence prompting the withdrawal of the equipment or supplies from appropriate use. In the case of Project equipment or supplies lost or damaged by fire, casualty, or natural disaster, the fair market value shall be calculated on the basis of the condition of that equipment or supplies immediately before the fire, casualty, or natural disaster, or the amount of insurance coverage, whichever is greater. 2. Real Property. The Contractor agrees that the fair market value of real property financed under the Project shall be determined by FTA either on the basis of competent appraisal based on an appropriate date approved by FTA, as provided by 49 C.F.R. Part 24, by straight line depreciation of improvements to real property coupled with the value of the land as determined by FTA on the basis of appraisal, or other Federal law or regulations that may be applicable. 3. Exceptional Circumstances. The Contractor agrees that the Department may require the use of another method to determine the fair market value of Project property. In unusual circumstances, the Contractor may request that another reasonable valuation method be used including, but not limited to, accelerated depreciation, comparable sales, or established market values. In determining whether to approve such a request, the Department may consider any action taken, omission made, or unfortunate occurrence suffered by the Contractor with respect to the preservation of Project property withdrawn from appropriate use. (c) Financial Obligations to the Federal/State Government. The Contractor agrees to remit to the Department the Federal and State interest in the fair market value of any Project property prematurely withdrawn from appropriate use. In turn, the Department shall be responsible to remit the Federal interest to the FTA. In the case of fire, casualty, or natural disaster, the Contractor may fulfill its obligations to remit the Federal and State interest by either: 1. Investing an amount equal to the remaining Federal and State interest in like-kind property that is eligible for assistance within the scope of the Project that provided Federal/State assistance for the Project property prematurely withdrawn from use; or 2. Returning to the Department an amount equal to the remaining Federal and State interest in the withdrawn Project property. j. Insurance Proceeds. If the Contractor receives insurance proceeds as a result of damage or destruction to the Project property, the Contractor agrees to: (1) Apply those insurance proceeds to the cost of replacing the damaged or destroyed Project property taken out of service, or (2) Return to the Department an amount equal to the remaining Federal and State interest in the damaged or destroyed Project property. k. Transportation - Hazardous Materials. The Contractor agrees to comply with applicable requirements of U.S. Pipeline and Hazardous Materials Safety Administration regulations, Updated 3/07/12 Page 25 of 38 CFPTA Agenda Packet 10/24/2013 36 "Shippers - General Requirements for Shipments and Packaging," 49 C.F.R. Part 173, in connection with the transportation of any hazardous materials. I. Misused or Damaged Project Property. If any damage to Project property results from abuse or misuse occurring with the Contractor's knowledge and consent, the Contractor agrees to restore the Project property to its original condition or refund the value of the Federal and State interest in that property, as the Department may require. M. Responsibilities after Project Closeout. The Contractor agrees that Project closeout by the Department will not change the Contractor's Project property management responsibilities as stated in Section 14 of this Agreement, and as may be set forth in subsequent Federal and State laws, regulations, and directives, except to the extent the Department determines otherwise in writing. Section 18. Insurance: The Contractor shall be responsible for protecting the state and/or federal financial interest in the facility construction/renovation and equipment purchased under this Agreement throughout the useful life. The Contractor shall provide, as frequently and in such manner as the Department may require, written documentation that the facility and equipment are insured against loss in an amount equal to or greater than the state and/or federal share of the real value of the facility or equipment. Failure of the Contractor to provide adequate insurance shall be considered a breach of contract and, after notification may result in termination of this Agreement. In addition, other insurance requirements may apply, the Contractor agrees as follows: a. Minimum Requirements. At a minimum, the Contractor agrees to comply with the insurance requirements normally imposed by North Carolina State and local laws, regulations, and ordinances, except to the extent that the Department determines otherwise in writing. b. Flood Hazards. To the extent applicable, the Contractor agrees to comply with the flood insurance purchase provisions of Section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012a(a), with respect to any Project activity involving construction or an acquisition having an insurable cost of$10,000 or more. Section 19. Relocation. When relocation of individuals or businesses is required, the Contractor agrees as follows: a. Relocation Protections. The Contractor agrees to comply with 49 U.S.C. § 5324(a), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §§ 4601 et seq.; and U.S. DOT regulations, "Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24, which provide for fair and equitable treatment of persons displaced and persons whose property is acquired as a result of Federal and federally assisted programs. [See, new U.S. DOT final rule, "Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24, at 70 Fed. Reg. 590 et seq., January 4, 2005.] These requirements apply to relocation in connection with all interests in real property acquired for the Project regardless of Federal participation in the costs of that real property. b. Nondiscrimination in Housing. In carrying out its responsibilities to provide housing that may be required for compliance with Federal relocation requirements for individuals, the Contractor agrees to comply with Title VIII of the Civil Rights Act of 1968, as amended, 42 U.S.C. §§ 3601 et seq., and with Executive Order No. 12892, "Leadership and Coordination of Fair Housing in Federal Programs: Affirmatively Furthering Fair Housing," 42 U.S.C. § 3608 note. C. Prohibition Against Use of Lead-Based Paint. In undertaking construction or rehabilitation of residential structures on behalf of individuals affected by real property acquisition in connection with implementing the Project, the Contractor agrees that it will not use lead-based paint, consistent with the prohibitions of Section 401(b) of the Lead-Based Paint Poisoning Prevention Act, 42 Updated 3/07/12 Page 26 of 38 CFPTA Agenda Packet 10/24/2013 37 U.S.C. § 4831(b), and the provisions of U.S. Housing and Urban Development regulations, "Lead- based Paint Poisoning in Certain Residential Structures." Section 20. Real Property. For real property acquired with Federal assistance, the Contractor agrees as follows: a. Land Acquisition. The Contractor agrees to comply with 49 U.S.C. § 5324(a), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. §§ 4601 et seq.; and with U.S. DOT regulations, "Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24. [See, new U.S. DOT final rule, "Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs," 49 C.F.R. Part 24, 70 Fed. Reg. 590 et seq., January 4, 2005.] These requirements apply to all interests in real property acquired for Project purposes regardless of Federal participation in the cost of that real property. b. Covenant Assuring Nondiscrimination. The Contractor agrees to include a covenant in the title of the real property acquired for the Project to assure nondiscrimination during the useful life of the Project. C. Recording Title to Real Property. To the extent required by FTA and the Department, the Contractor agrees to record the Federal and/or State's interest in title to real property used in connection with the Project and/or execute at the request of the Department any instrument or documents evidencing or related to the State's interest in the Project's property. (1) As a condition of its participation in a Facility Project, the Department will retain a secured interest in the Project for the estimated life of the Project, expected to be forty (40) years, following completion of the Project; or the prorated share of the original investment or current fair market value (the higher value of the two); whichever comes first. d. Department Approval of Changes in Real Property Ownership. The Contractor agrees that it will not dispose of, modify the use of, or change the terms of the real property title, or other interest in the site and facilities used in the Project without prior written permission and instructions from the Department. e. Disposal of Real Property. (1) If useful life is not attained, upon the sale or disposition of any Project facility, the Department shall be entitled to a refund of the original state and/or federal investment or the state and/or federal prorated share of the current fair market value of the project facility, whichever is greater. (2) For the purpose of this Agreement, the term "any sale or disposition of the Project facility" shall mean any sale or disposition of the facility for a use not consistent with purposes for which the state and/or federal share was originally granted pursuant to the Project Agreement, or for a use consistent with such purposes wherein the transferee in the sale or disposition does not enter into an assignment and assumption agreement with the Contractor with respect to the Contractor's obligation under this Agreement or the Grant Agreement, so that the transferee becomes obligated as if the transferee had been the original party. Section 21. Employee Protections. Updated 3/07/12 Page 27 of 38 CFPTA Agenda Packet 10/24/2013 38 a. Construction Activities. The Contractor agrees to comply, and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with the following laws and regulations providing protections for construction employees: (1) Davis-Bacon Act, as amended, 49 U.S.C. § 5333(a), which requires compliance with the Davis-Bacon Act, 40 U.S.C. §§ 3141 et seq., and implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5; (2) Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., specifically, the wage and hour requirements of Section 102 of that Act at 40 U.S.C. § 3702, and implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5; and the safety requirements of Section 107 of that Act at 40 U.S.C. § 3704, and implementing U.S. DOL regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926; and (3) Copeland "Anti-Kickback" Act, as amended, 18 U.S.C. § 874 and 40 U.S.C. Section 3145 and implementing U.S. DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C.F.R. Part 3. b. Activities Not Involving Construction. The Contractor agrees to comply, and assures the compliance of each third party contractor and each subrecipient at any tier of the Project, with the employee protection requirements for nonconstruction employees of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq., in particular the wage and hour requirements of Section 102 of that Act at 40 U.S.C. § 3702, and with U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5. C. Activities Involving Commerce. The Contractor agrees that the provisions of the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq., apply to employees performing Project work involving commerce. d. Public Transportation Employee Protective Arrangements for Projects in Nonurbanized Areas Authorized by 49 U.S.C. � 5311. The Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, U.S. DOL implementing procedures, and any revisions thereto. Section 22. Environmental Protections. The Contractor recognizes that many Federal and State laws imposing environmental and resource conservation requirements may apply to the Project. Some, but not all, of the major Federal laws that may affect the Project include: the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 through 4335; the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through7671q and scattered sections of Title 29, United States Code; the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 through 6992k; the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601 through 9675, as well as environmental provisions within Title 23, United States Code, and 49 U.S.C. chapter 53. The Contractor also recognizes that U.S. EPA, FHWA and other Federal agencies have issued, and in the future are expected to issue, Federal regulations and directives that may affect the Project. Thus, the Contractor agrees to comply, and assures the compliance of each third party contractor, with any applicable Federal laws, regulations and directives as the Federal Government are in effect now or become effective in the future, except to the extent the Federal Government determines otherwise in writing. Listed below are environmental provisions of particular concern to FTA and the Department. Updated 3/07/12 Page 28 of 38 CFPTA Agenda Packet 10/24/2013 39 The Contractor understands and agrees that those laws, regulations, and directives may not constitute the Contractor's entire obligation to meet all Federal environmental and resource conservation requirements. a. National Environmental Policy. Federal assistance is contingent upon the Contractor's facilitating FTA's compliance with all applicable requirements and implementing regulations of the National Environmental Policy Act of 1969, as amended, (NEPA) 42 U.S.C. §§ 4321 through 4335 (as restricted by 42 U.S.C. § 5159, if applicable); Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b); U.S. Council on Environmental Quality regulations pertaining to compliance with NEPA, 40 C.F.R. Parts 1500 through 1508; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622, and subsequent Federal environmental protection regulations that may be promulgated. The Recipient agrees to comply with the applicable provisions of 23 U.S.C. Section 139 pertaining to environmental procedures, and 23 U.S.C. Section 326, pertaining to State responsibility for categorical exclusions, in accordance with the provisions of joint FHWA/FTA final guidance, "SAFETA-LU Environmental Review Process (Public Law 109-59)," 71 fed. Reg. 66576 et seq., November 15, 2006 and any applicable Federal directives that may be issued at a later date, except to the extent that FTA determines otherwise in writing. b. Air Quality. Except to the extent the Federal Government determines otherwise in writing, the Contractor agrees to comply with all applicable Federal laws, regulations, and directives implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671 q, and: (1) The Contractor agrees to comply with the applicable requirements of Section 176(c) of the Clean Air Act, 42 U.S.C. § 7506(c), consistent with the joint FHWA/FTA document, "Interim Guidance for Implementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for Joint FHWA/FTA Authorities," dated September 2, 2005, and any subsequent applicable Federal directives that may be issued; with U.S. EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 US.C. or the Federal Transit Act," 40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R. Part 93, and any subsequent Federal conformity regulations that may be promulgated. To support the requisite air quality conformity finding for the Project, the Contractor agrees to implement each air quality mitigation or control measure incorporated in the Project. The Contractor further agrees that any Project identified in an applicable State Implementation Plan (SIP) as a Transportation Control Measure will be wholly consistent with the design concept and scope of the Project described in the SIP. (2) U.S. EPA also imposes requirements implementing the Clean Air Act, as amended, which may apply to public transportation operators, particularly operators of large public transportation bus fleets. Accordingly, the Contractor agrees to comply with the following U.S. EPA regulations to the extent they apply to the Project: "Control of Air Pollution from Mobile Sources," 40 C.F.R. Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines," 40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R. Part 600. (3) The Contractor agrees to comply with notice of violating facility provisions of Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note. C. Clean Water. Except to the extent the Federal Government determines otherwise in writing, the Contractor agrees to comply with all applicable Federal regulations and directives issued pursuant to the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377. In addition: (1) The Contractor agrees to protect underground sources of drinking water consistent with the provisions of the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300f through 300j-6. Updated 3/07/12 Page 29 of 38 CFPTA Agenda Packet 10/24/2013 40 (2) The Contractor agrees to comply with notice of violating facility provisions of Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note. d. Use of Public Lands. The Contractor agrees that in implementing its Project, it will not use any publicly owned land from a park, recreation area, or wildlife or waterfowl refuge of national, State, or local significance as determined by the Federal, State, or local officials having jurisdiction thereof, and it will not use any land from a historic site of national, state, or local significance, unless the Federal Government makes the findings required by 49 U.S.C. §§ 303(b) and 303(c). The Contractor also agrees to comply with joint FHWA/FTA regulations, "Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites," 23 C.F.R. Parts 771 and 774, and 49 C.F.R. Part 622, when promulgated. e. Wild and Scenic Rivers. The Contractor agrees to comply with applicable provisions of the Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. §§ 1271 through 1287, relating to protecting components of the national wild and scenic rivers system; and to the extent applicable, to comply with U.S. Forest Service regulations, "Wild and Scenic Rivers," 36 C.F.R. Part 297, and with U.S. Bureau of Land Management regulations, "Management Areas," 43 C.F.R. Part 8350. f. Coastal Zone Management. The Contractor agrees to assure Project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972, as amended, 16 U.S.C. §§ 1451 through 1465. g. Wetlands. The Contractor agrees to facilitate compliance with the protections for wetlands in accordance with Executive Order No. 11990, as amended, "Protection of Wetlands," at 42 U.S.C. § 4321 note. h. Floodplains. The Contractor agrees to comply with the flood hazards protections in floodplains in accordance with Executive Order No. 11988, as amended, "Floodplain Management," 42 U.S.C. § 4321 note. i. Endangered Species and Fisheries Conservation. The Contractor agrees to comply with protections for endangered species set forth in the Endangered Species Act of 1973, as amended, 16 U.S.C. §§ 1531 through 1544, and the Magnuson Stevens Fisheries Conservation Act, as amended, 16 U.S.C. §§ 1801 et seq. j. Historic Preservation. The Contractor agrees to encourage compliance with the Federal historic and archaeological preservation requirements of Section 106 of the National Historic Preservation Act, as amended, 16 U.S.C. § 470f; with Executive Order No. 11593, "Protection and Enhancement of the Cultural Environment," 16 U.S.C. § 470 note; and with the Archaeological and Historic Preservation Act of 1974, as amended, 16 U.S.C. §§ 469a through 469c, as follows: (1) In accordance with U.S. Advisory Council on Historic Preservation regulations, "Protection of Historic and Cultural Properties," 36 C.F.R. Part 800, the Contractor agrees to consult with the State Historic Preservation Officer concerning investigations to identify properties and resources included in or eligible for inclusion in the National Register of Historic Places that may be affected by the Project, and agrees to notify FTA of those properties that are affected. (2) The Contractor agrees to comply with all applicable Federal regulations and directives to avoid or mitigate adverse effects on those historic properties, except to the extent the Federal Government determines otherwise in writing. k. Indian Sacred Sites. The Contractor agrees to facilitate compliance with the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, in compliance with the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and with Executive Order No. 13007, "Indian Sacred Sites," 42 U.S.C. § 1996 note, except to the extent the Federal Government determines otherwise in writing. I. Mitigation of Adverse Environmental Effects. Should the proposed Project cause or result in adverse environmental effects, the Contractor agrees to take all reasonable measures to minimize the impact of those adverse effects, as required by 49 U.S.C. § 5324(b), and other applicable Federal laws and regulations, including 23 C.F.R. Part 771 and 49 C.F.R. Part 622. The Contractor agrees to comply with all environmental mitigation measures that may be identified as commitments in Updated 3/07/12 Page 30 of 38 CFPTA Agenda Packet 10/24/2013 41 applicable environmental documents, (i.e., environmental assessments, environmental impact statements, memoranda of agreement, and other documents as required by 49 U.S.C. § 303) and agrees to comply with any conditions the Federal Government might impose in a finding of no significant impact or record of decision. The Contractor agrees that those environmental mitigation measures are incorporated by reference and made part of this Agreement for the Project. The Contractor also agrees that any deferred mitigation measures will be incorporated by reference and made part of this Agreement for the Project as soon as agreement with the Federal Government is reached. The Contractor agrees that those mitigation measures agreed upon may not be modified or withdrawn without the express written approval of the Federal Government. Section 23. Energy Conservation. The Contractor agrees to comply with the North Carolina Energy Policy Act of 1975 (N.C.G.S. 113B) issued in accordance with the Energy Policy and Conservation Act, as amended, 42 U.S.C. §§ 6321 et seq., except to the extent that the Department determines otherwise in writing. To the extent applicable, the Contractor agrees to perform an energy assessment for any building constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. Part 622, Subpart C. Section 24. Charter Service Operations. The Contractor acknowledges that Federal and State requirements prohibit the use of vehicles, facilities and equipment funded by Federal or State grant programs for the provision of charter services unless it is determined that there are no willing and able charter operators in the service area. Federal law does not provide exceptions to these regulations for vehicles that are loaned or leased to other agencies or entities. The Contractor agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 U.S.C. chapter 53 will engage in charter service operations, except as authorized by 49 U.S.C. § 5323(d) and FTA regulations, "Charter Service," 49 C.F.R. Part 604, and any subsequent Charter Service regulations or FTA directives that may be issued, except to the extent that FTA determines otherwise in writing. Any charter service agreement required by FTA regulations is incorporated by reference and made part of this Agreement for the Project. The Contractor understands and agrees that in addition to any remedy specified in the charter service agreement, if a pattern of violations of that agreement is found, the violator will be barred from receiving Federal transit assistance in an amount to be determined by FTA or U.S. DOT. Section 25. School Transportation Operations. The Contractor agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 U.S.C. chapter 53 will engage in school transportation operations for the transportation of students or school personnel exclusively in competition with private school transportation operators, except as authorized by 49 U.S.C. §§ 5323(f) or (g), as applicable, and FTA regulations, "School Bus Operations," 49 C.F.R. Part 605, and any subsequent School Transportation Operations regulations or FTA directives that may be issued. Any school transportation operations agreement required by FTA regulations is incorporated by reference and made part of this Agreement for the Project. The Contractor understands and agrees that if it or an operator violates that school transportation operations agreement the violator will be barred from receiving Federal transit assistance in an amount to be determined by FTA or U.S. DOT. Section 26. Geographic Information and Related Spatial Data. In accordance with U.S. OMB Circular A-16, "Coordination of Geographic Information and Related Spatial Data Activities," August 19,2002, the Contractor agrees to implement its Project so that any activities involving spatial data and geographic information systems activities financed directly or indirectly, in whole or in part, by Federal assistance, consistent with the National Spatial Data infrastructure promulgated by the Federal Geographic Data Committee, except to the extent that FTA determines otherwise in writing. Updated 3/07/12 Page 31 of 38 CFPTA Agenda Packet 10/24/2013 42 Section 27. Motor Carrier Safety. To the extent applicable, the Contractor agrees to comply with, and assures the compliance of its subrecipients, lessees, and third party contractors with, applicable provisions of the following regulations promulgated by the U.S. Federal Motor Carrier Safety Administration (U.S. FMCSA): a. Financial Responsibility. The Contractor agrees as follows: (1) To the extent that the Contractor is engaged in interstate commerce and not within a defined commercial zone, the Contractor agrees to comply with U.S. FMCSA regulations, "Minimum Levels of Financial Responsibility for Motor Carriers," 49 U.S.C. Part 387, dealing with economic registration and insurance requirements. For recipients of Federal assistance under 49 U.S.C. §§ 5307, 5310, or 5311, 49 C.F.R. Part 387 is modified by 49 U.S.C. § 31138(e)(4) which reduces the amount of insurance required of such recipients to the highest amount of any state in which the transit provider operates. (2) To the extent that the Contractor is engaged in interstate commerce and not within a defined commercial zone and is not a unit of government (defined as Federal Government, a state, any political subdivision of a state or any agency established under a compact between states), the Contractor agrees to comply with U.S. FMCSA regulations, Subpart B, "Federal Motor Carrier Safety Regulations," at 49 CFR Parts 390 through 396. b. Driver Qualifications. The Contractor agrees to comply with U.S. FMCSA's regulations, "Commercial Driver's License Standards, Requirements, and Penalties," 49 C.F.R. Part 383. C. Substance Abuse Rules for Motor Carriers. The Contractor agrees to comply with U.S. FMCSA's regulations, "Drug and Alcohol Use and Testing Requirements," 49 C.F.R. Part 382, which apply to transit providers that operate a commercial motor vehicle that has a gross weight rating over 26,000 pounds or is designed to transport sixteen (16) or more passengers, including the driver. Section 28. Substance Abuse. To the extent applicable, the Contractor agrees to comply with the following Federal substance abuse regulations: a. Drug-Free Workplace. U.S. OMB Guidance, "Goverernmentwide Requirements for Drug-Free Workplace (Financial Assistance)." 2 C.F. R. Part 182, U.S. DOT regulations, "Governmentwide Requirements for Drug-Free Workplace (Financial Assistance), 49 C.F.R. Part 32, that implement the Drug-Free Workplace Act of 1988, 41 U.S.C. §§ 701 et seq. b. Alcohol Misuse and Prohibited Drug Use. FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 C.F.R. Part 655, that implement 49 U.S.C. § 5331. Section 29. Safe Operation of Motor Vehicles. The Recipient agrees as follows: a. Seat Belt Use. In accordance with the provisions of Executive Order No. 13043, "Increasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. § 402 note, the Recipient is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned, rented, or personally operated vehicles, and to include this provision in any subagreements, leases, third party contracts, or other similar documents in connection with the Project. Section 30. Distracted Driving includesText Messaging While Driving. In accordance with Executive Order No. 13513, Federal Leadership on Reducing Text Messaging While Driving October 1, 2009, 23 Updated 3/07/12 Page 32 of 38 CFPTA Agenda Packet 10/24/2013 43 U.S.C.A. § 402 note, and DOT Order 3902.10, Text Messaging While Driving December 30, 2009, the Grantee is encouraged to comply with the term of the following Special Provision. a. Definitions. As used in this Special Provision: (1) "Driving" means operating a motor vehicle on a roadway, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. "Driving does not include being in your vehicle (with or without the motor running) in a location off the roadway where it is safe and legal to remain stationary. (2) "Text Messaging" means reading from or entering data into any handheld or other electric device, including the purpose of short message service texting, e-mailing, instant messaging, obtaining navigating information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include the use of a cell phone or other electronic device for the limited purpose of entering a telephone number to make an outgoing call or answer an incoming call, unless the practice is prohibited by State or local law. b. Safety. The Grantee is encouraged to: (1) Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving — (a) Grantee-owned or Grantee-rented vehicles or Government-owned, leased or rented vehicles; (b) Privately-owned vehicles when on official Project related business or when performing any work for or on behalf of the Project; or (c) Any vehicle, on or off duty, and using an employer supplied electronic device. (2) Conduct workplace safety initiatives in a manner commensurate with the Grantee's size, such as: (a) Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and (b) Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. (3) Include this Special Provision in its subagreements with its subrecipients and third party contracts and also encourage its subrecipients, lessees, and third party contractors to comply with the terms of this Special Provision, and include this Special Condition in each subagreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government. Section 31. Protection of Sensitive Security Information. To the extent applicable, the Contractor agrees to comply with 49 U.S.C. § 40119(b) and implementing U.S. DOT regulations, "Protection of Sensitive Security Information," 49 C.F.R. Part 15, and with 49 U.S.C. § 114(s) and implementing U.S. Department of Homeland Security, Transportation Security Administration regulations, "Protection of Sensitive Security Information," 49 C.F.R. Part 1520. Section 32. Disputes, Breaches, Defaults, or Other Litigation. The Contractor agrees that FTA and the Department have a vested interest in the settlement of any dispute, breach, default, or litigation involving the Project. Accordingly: a. Notification to the Department. The Contractor agrees to notify the Department in writing of any current or prospective major dispute, breach, default, or litigation that may affect the Federal/State Government's interests in the Project or the Federal/State Government's administration or enforcement of Federal/State laws or regulations. If the Contractor seeks to name the Federal/State Government as a party to litigation for any reason, in any forum, the Contractor agrees to inform the Department in writing before doing so. In turn, the Department shall be responsible for notifying FTA. b. Federal/State Interest in Recovery. The Federal/State Government retains the right to a proportionate share, based on the percentage of the Federal/State share awarded for the Project, Updated 3/07/12 Page 33 of 38 CFPTA Agenda Packet 10/24/2013 44 of proceeds derived from any third party recovery, except that the Contractor may return any liquidated damages recovered to its Project Account in lieu of returning the Federal/State share to the Department. C. Enforcement. The Contractor agrees to pursue all legal rights provided within any third party contract. d. FTA and Department Concurrence. The FTA and the Department reserve the right to concur in any compromise or settlement of any claim involving the Project and the Contractor. e. Alternative Dispute Resolution. FTA and the Department encourage the Contractor to use alternative dispute resolution procedures, as may be appropriate. Section 33 Fares and Services: Before increasing fares or instituting a major reduction of service, the Recipient agrees to use its established administrative process to solicit and consider public comment The Recipient agrees that the fares or rates it charges elderly individuals and handicapped individuals during nonpeak hours for public transportation using or involving Project property will not exceed one-half the rates that generally apply to other individuals at peak hours, irrespective of whether the Project property is operated by the Recipient or another entity connected with the Project, either through subagreement, lease, third party contract, or otherwise. The Recipient also agrees to give the rate required to any individual presenting a Medicare card duly issued to that individual pursuant to Title II or Title XVIII of the Social Security Act, 42 U.S.C. §§ 401 et seq., or 42 U.S.C. §§ 1395 et. seq., respectively Section 34. Amendments/Revisions to the Project. The Contractor agrees that a change in Project circumstances causing an inconsistency with the terms of this Agreement for the Project will require an amendment or revision to this Agreement for the Project signed by the original signatories or their authorized designees or successors. The Contractor agrees that a change in the fundamental information submitted in its Application will also require an Amendment to its Application or this Agreement for the Project. The Contractor agrees that the project will not incur any costs associated with the amendment or revision before receiving notification of approval from the division. The Contractor agrees that any requests for amendments and or revisions will be submitted in accordance with the policies and procedures established by FTA and the Department. Section 35. Information Obtained Through Internet Links. This Agreement may include electronic links/Web site addresses to Federal/State laws, regulations, and directives as well as other information. The Department does not guarantee the accuracy of information accessed through such links. Accordingly, the Contractor agrees that information obtained through any electronic link within this Agreement does not represent an official version of a Federal/State law, regulation, or directive, and might be inaccurate. Thus, information obtained through such links is neither incorporated by reference nor made part of this Agreement. The Federal Register and the Code of Federal Regulations are the official sources for regulatory information pertaining to the Federal Government. Section 36. Severability. If any provision of the FTA Master Agreement or this Agreement for the Project is determined invalid, the remainder of that Agreement shall not be affected if that remainder would continue to conform to the requirements of applicable Federal/State laws or regulations. Section 37. Termination of Agreement. a. The Department of Transportation. In the event of the Contractor's noncompliance with any of the provisions of this Agreement, the Department may suspend or terminate the Agreement by giving the Contractor thirty (30) days advance notice. Any failure to make reasonable progress on the Project or violation of this Agreement for the Project that endangers substantial performance of the Project shall provide sufficient grounds for the Department to terminate the Agreement for the Project. In general, termination of Federal and State assistance for the Project will not invalidate obligations properly incurred by the Contractor before the termination date to the extent those obligations cannot Updated 3/07/12 Page 34 of 38 CFPTA Agenda Packet 10/24/2013 45 be canceled. If, however, the Department determines that the Contractor has willfully misused Federal/State assistance by failing to make adequate progress, failing to make reasonable and appropriate use of Project property, or failing to comply with the terms of this Agreement for the Project, the Department reserves the right to require the Contractor to refund the entire amount of Federal and State assistance provided for the Project or any lesser amount as the Department may determine. Expiration of any Project time period established for the Project does not, by itself, constitute an expiration or termination of the Agreement for the Project. The Department, before issuing notice of Agreement termination, shall allow the Contractor a reasonable opportunity to correct for noncompliance. Upon noncompliance with the nondiscrimination section (Section 8) of this Agreement or with any of the said rules, regulations or orders, this Agreement may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for contracts in accordance with procedures authorized in Executive Orders No. 11246 and No. 11375, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. In addition to the Department's rights of termination described above, the Department may terminate its participation in the Project by notifying and receiving the concurrence of the Contractor within sixty (60) days in advance of such termination. b. The Contractor. The Contractor may terminate its participation in the Project by notifying and receiving the concurrence of the Department sixty (60) days in advance of the termination. Updated 3/07/12 Page 35 of 38 CFPTA Agenda Packet 10/24/2013 46 Section 38. Contract Administrators. All notices permitted or required to be given by one Party to the other and all questions about this Agreement from one Party to the other shall be addressed and delivered to the other Party's Contract Administrator. The name, postal address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, postal address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For the Department: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Name: MR CHARLIE C. WRIGHT Name: MR CHARLIE C. WRIGHT Title: FINANCIAL MANAGER Title: FINANCIAL MANAGER Agency: NCDOT/PTD Agency: NCDOT/PTD MSC: 1550 MSC Street TRANSPORTATION BLDG Address: 1 S WILMINGTON ST RM 524 City/Zip: RALEIGH NC 27699-1550 City: RALEIGH NC Phone: 919-707-4674 Fax: 919-733-2304 Email: CCWRIGHT NCDOT.GOV For the Contractor: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Name: Name: Title: Title: Agency: Agency: Postal Street Address: Address: City/Zip: City: Phone: Fax: Email: Section 39. Federal Certification Regarding Debarment. The Contractor certifies, by signing this Agreement, its compliance with Subsection 6b of this Agreement. Section 40. Federal Certification Regarding Alcohol Misuse and Prohibited Drug Use. As required by FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," at 49 CFR part 655, subpart I, the Contractor certifies, by signing this Agreement, that it has established and implemented an alcohol misuse and anti-drug program, and has complied with or will comply with all applicable requirements of FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 CFR part 655, and Section 28 of this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the Department, an agency of the State of North Carolina, and the Contractor by and through a duly authorized representative, and is effective the date and year first above written. Updated 3/07/12 Page 36 of 38 CFPTA Agenda Packet 10/24/2013 47 CAPE FEAR PUBLIC TRANSPORTATION AUTHORITY CONTRACTOR'S FEDERAL TAX ID NUMBER: CONTRACTOR'S FISCAL YEAR END: BY: TITLE: CHAIRPERSON (SEAL) ATTEST: TITLE: DEPARTMENT OF TRANSPORTATION BY: TITLE: DEPUTY SECRETARY FOR TRANSIT ATTEST: TITLE: SECRETARY Updated 3/07/12 Page 37 of 38 CFPTA Agenda Packet 10/24/2013 48 Attachment Certification Regarding Lobbying (for bids and/or awards) The Contractor certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contractor's Authorized Representative: Title: Updated 3/07/12 Page 38 of 38 CFPTA Agenda Packet 10/24/2013 49 wave Cape Fear Public Transportation Authority PO Box 12630 Wilmington, NC 28405 (910)343-0106 Fax: (910) 343-8317 Purchase Order To: Mohawk Resources Ltd. PO Box 110 Amsterdam, NY 12010 (800) 833-2006 Date 10/3/2013 PO# 13-0344 Ship To: Bill To: Cape Fear Public Transportation Authority Cape Fear Public Transportation Authority 1110 Castle Street PO Box 12630 Wilmington, NC 28401 Wilmington, NC 28405 For: Accessory Equipment for Vehicle Lifts Qty Part Number Description Unit Cost Extended Cost 1 050-050-018 RJ-20 rolling jack for TR-30 $ 6,228.54 $ 6,228.54 1 050-050-038 30' track lighting for TR-30 $ 6,013.76 $ 6,013.76 1 P-500-A-000 RJ-50 rolling jack for parallelogram $ 9,450.19 $ 9,450.19 1 P-800-A-004 32' track lighting for parallelogram $ 5,047.26 $ 5,047.26 4 JS-000-A-00 I MJS-18-4755 jack stand $ 1,224.23 $ 4,896.92 1 301-700-007 TJ-2000-AH transmission jack $ 2,813.58 $ 2,813.58 $ - Tax $ - Total cost $ 34,450.25 GL Number Amount Division Grant Code % $ F P Accrued Sales Tax 21400 $ Sales Tax 12600 $ Authorized Entered This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act Jean M. Smith Director of Operations CFPTA Agenda Packet 10/24/2013 50 Monthly Passenger Summary September 2013 Total Passengers Fixed Route 120,000 120,000 100,000 MEL- 100.000 80,000 80,000 60,000 Cc 60,000 a 40,000 a 40,000 20,000 20,000 0 0 Jul Aug Sep Jul Aug Sep ■2012/2013 108.152 135.470 155.461 ■2012/2013 102.054 112.743 109.078 62013/2014 96.540 124.927 153.473 ■2013/2014 90.758 99.478 98.451 Change -10.74% -7.78% -1.28% Change -11.07% -11.77% -9.74% Seahawk Shuttle Paratransit 60,000 7.000 50,000 6.000 40,000 5.000 MEN EM 4.000 30,000 a a 3.000 20,000 2.000 10,000 1.000 0 Jul Aug Sep 0 Jul Aug Sep ■2012/2013 814 16.519 41.252 02012/2013 5.284 6.208 5.131 ■2013/2014 823 20.429 50.433 02013/2014 4.959 5.020 4.589 Change 1.11% 23.67% 22.26% Change -6.15% -19.14% -10.56% CFPTA Agenda Packet 10/24/2013 51 Passengers by Route September 2013 Fixed Route No. Name Passengers Transfers 101 Princess Place 17,568 2,537 103 Oleander East 6,435 1,003 104 Northeast 5,290 798 105 Medical Center 7,412 1,121 106 Shipyard Blvd 6,391 790 107 College Road 2,090 363 108 Market Street 6,248 978 201 Carolina Beach Road 9,892 1,020 202 Monkey Junction 7,219 790 203 Trolley 5,723 204 Brunswick Connector 2,490 362 205 Longleaf Park 8,259 902 207 North 4,468 596 209 Independence 8,056 855 301 Pleasure Island 910 TOTAL 98,451 12,115 UNCW 701 Blue 6,035 712 Teal 4,927 702 Green 5,510 703 Red 5,257 704 Yelow 8,949 705 Loop 1,680 706 Point to Point 548 707 Red Express 14,168 709 Loop Express 3,080 710 CMS 279 UNCW Total 50,433 Para-Transit Services ADA Passengers 1,306 Non-ADA Passengers 3,283 Para-Transit Total 4,589 TOTAL PASSENGERS 153,473 CFPTA Agenda Packet 10/24/2013 52 CAPE FEAR PUBLIC TRANSPORTATION AUTHORITY MONTHLY OPERATIONS REPORT SEPTEMBER 2013 `G �t t r "1���� �� €���� -��� r��{ ���� 'r�{�� �_ 5 �(� Y � ��t Ise �� t.. S err�a� �� ,� ��r �a s rt�� Total Bus/Trolley Passenger Trips 98451 109078 -9.74% 288687 323836 -10.85% Total UNCW Passenger Trips 50433 41252 22.26% 71685 58585 22.36% 02 Average Weekday Passenger Trips 6534 6658 -1.86% 14455 14599 -0.99% Average Saturday Passenger Trips 1976 2225 -11.19% 5727 6451 -11.22% Average Sunday Passenger Trips 1028 940 9.36% 2889 2866 0.80% Total Revenue Miles 106316 112733 -5.69% 299909 314146 -4.53% Total Revenue Hours 7750 7842 -1.17% 20975 21379 -1.89% Accidents Non Preventable 1 3 -66.67% 2 4 -50.00% Accidents Preventable 2 2 0.00% 3 6 -50.00% Passenger Trips/Revenue Mile 1.40 1.33 5.02% 1.20 1.22 -1.29% Passenger Trips/Revenue Hour 19.21 19.17 0.21% 17.18 17.89 -3.95% Operator Overtime 7.51% 1.90% 295.26% Farebox Revenue and Pass Sales $104,490 $72,967 43.20% $275,825 $193,374 42.64% Average Fare per Bus Passenger $1.06 $0.67 58.66% $0.96 $0.60 60.00% O N 111 Total ADA Passenger Trips 1306 1057 23.56% 3860 3634 6.22% Total Non ADA Passenger Trips 3283 4074 -19.42% 10708 12989 -17.56% N S "', E,M0,110 '@ Average Weekday Passenger Trips 221 279 -20.79% Average Saturday Passenger Trips 34 36 -5.56% Average Sunday Passenger Trips 6 4 50.00% Total Revenue Miles 39124 39388 -0.67% 122826 138110 -11.07% Total Revenue Hours 2086 2196 -5.01% 6470 8203 -21.13% Accidents Non Preventable 0 0 0.00% 1 2 -50.00% Accidents Preventable 2 1 100.00% 2 1 100.00% Passenger Trips/Revenue Mile 0.12 0.13 -9.96% 0.12 0.12 0.00% Passenger Trips/Revenue Hour 2.20 2.34 -5.85% 2.25 2.03 11.11% Operator Overtime 4.60% 1.40% 228.57% , Passengers 244 N/A N/A 671 N/A N/A Revenue Miles 4704 N/A N/A 14671 N/A N/A Revenue Hours 84 N/A N/A 258 N/A N/A Greyhound Ticket Revenue $4,168 N/A N/A $8,522 N/A N/A Amtrak Passengers On and Off 176 N/A N/A 533 N/A N/A CFPTA Agenda Packet 10/24/2013 53 FY13 vs. FY14 Quarterly Progress Summary - Paratransit Total Passengers Total Revenue Hours 7000 4000 3500 ............................................................................................................ 6000 3000 5000 2500 2000 .................... 4000 1500 3000 1000 Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun FY13 --II—FY14 FY13 —11—FY14 Total Revenue Miles Trips per Revenue Hour 65000 3.00 60000 2.50 55000 2.00 50000 45000 ............... . 1.50 40000 ........................................................... ................... 1.00 35000 .................... 0.50 30000 Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun 0.00 Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun FY13 —11—FY14 FY13 —0—FY14 CFPTA Agenda Packet 10/24/2013 54 STATE OF NORTH CAROLINA AUTHORITY CONTRACT 14-01 COUNTY OF NEW HANOVER AGREEMENT BETWEEN CAPE FEAR PUBLIC TRANSIT AUTHORITY and STREETLEVEL MEDIA, LLC FOR BUS ADVERTISING THIS AGREEMENT is made this_day of , 2013, by and between the Cape Fear Public Transportation Authority(hereafter referred to as "AUTHORITY") and STREETLEVEL MEDIA, LLC (hereafter referred to as "STREETLEVEL MEDIA"). WHEREAS, AUTHORITY desires to employ STREETLEVEL MEDIA to sell advertising on its vehicles and other media; and WHEREAS, STREETLEVEL MEDIA submitted a proposal in response to the Transit Program Management RFP to the AUTHORITY outlining possible ad placement and revenue projections for advertising on vehicles and other media; NOW,THEREFORE, in consideration of the foregoing and their mutual covenants hereinafter set forth, AUTHORITY and STREETLEVEL MEDIA agree as follows: SECTION 1 BASIC SERVICES 1.1 Scope of Services. 1.1.1 STREETLEVEL MEDIA is hereby authorized to sell advertising on AUTHORITY vehicles and media. 1.1.2 STREETLEVEL MEDIA will seek maximum revenue by utilizing long term agreements, discounts for multiple vehicle advertising and other generally accepted advertising industry practices for vehicle advertising. 1.1.3 Proofs for all advertising must be authorized by the AUTHORITY prior to placement of any advertising. 1.1.4 All advertising must meet the AUTHORITY's adopted Advertising Policy attached hereto as Appendix A. 1.2 Professional Responsibility and Standard of Care. 1.2.1 By execution of this Agreement, STREETLEVEL MEDIA warrants that (a) it is an experienced marketing company having the ability and skill necessary to perform all the Services required of it under this Agreement in connection with bus advertising (b) it has the capabilities and resources necessary to perform its obligations hereunder (c) it is familiar with all laws, rules and regulations which are applicable to bus advertising (such laws, rules and regulations including, but not limited to, all local ordinances, AUTHORITY policies and procedures, county, state and federal laws and regulations which may be applicable to the Project, and all orders and interpretations by governing public authorities of such ordinances), requirements, codes, laws, rules and regulations in effect at the time of commencement of services on the Project. Wave Transit Advertising Agreement 1 of 10 CFPTA Agenda Packet 10/24/2013 55 1.2.2 STREETLEVEL MEDIA will meet with the AUTHORITY, its committees and or staff with a frequency that ensures compliance with the terms and conditions set forth herein. 1.3 Advertisement Guidelines. 1.3.1 Advertisements shall conform to recognized business standards and shall not conflict with federal, state or local laws and/or ordinances. 1.3.2 All advertising shall be displayed so as to insure they are neat in appearance. 1.3.3 All advertising which is torn, cracked, faded, stained or otherwise unsightly in appearance shall be promptly replaced or removed at the expense of STREETLEVEL MEDIA. 1.3.4 All dated advertising shall be removed no later than seven days following the final date of an advertised event or offer. 1.3.5 The AUTHORITY is not responsible for the deterioration of signs due to weather, routine bus washing, maintenance, and/or any accidents which may occur. 1.3.6 Under no circumstances will an original advertisement be allowed to be in place for a period longer than 12 months without written expressed consent of the AUTHORITY. 1.3.7 Ads are not allowed to be reused. 1.3.8 Damage to AUTHORITY vehicles from removed advertising is the responsibility of STREETLEVEL MEDIA. ARTICLE 2 REVENUES, COST OF ADVERTISING & PAYMENT TERMS 2.1 Advertisement Rates. 2.1.1 Rate charges for advertising are identified in the RFP proposal submitted by STREETLEVEL MEDIA. 2.1.2 Rate charges are to be reviewed by the AUTHORITY on an annual basis. 2.1.3 Rates are eligible for modification following review or at any time the AUTHORITY deems necessary. 2.1.4 STREETLEVEL Media will provide the AUTHORITY with a minimum guarantee of$24,250 in revenue for the first year of the contract and a minimum guarantee of$33,000 in revenue for year two of the contract. 2.2 STREETLEVEL MEDIA is responsible for all advertising production cost(s); installation; removal; vehicle damage resulting from advertising; travel to and from the AUTHORITY for advertising installation; marketing; promotion; internet and telephone costs and any other costs that may result from the selling; promotion and installation of advertising. 2.3 Clients will pay STREETLEVEL MEDIA directly for monthly space rental charges and 50%will be returned to WAVE Transit within five (5) business days of STREETLEVEL MEDIA receiving the payments. The remaining 50%is commission for selling, servicing and installing the signs. Payments will be remitted by STREETLEVEL MEDIA to the AUTHORITY no less than once monthly if there is receipt of payment from any advertising organization during a 30 day period. Should a client default on payments the signs will be removed. An audit of all rental monies received by STREETLEVEL MEDIA will be provided upon request. ARTICLE 3 TERMINATION 3.1 In the event that review of STREETLEVEL MEDIA's performance shows non-conformance to the work required by this agreement, the Scope of Services or other terms or conditions contained herein as a Wave Transit Advertising Agreement 2 of 10 CFPTA Agenda Packet 10/24/2013 56 result of STREETLEVEL MEDIA's acts or failure to act including negligent errors, omissions or acts, STREETLEVEL MEDIA shall be in breach of this agreement and the AUTHORITY may take corrective action as it deems necessary including, but not limited to termination. 3.2 The AUTHORITY shall also have the right to suspend this agreement upon written notice to STREETLEVEL MEDIA. Such written notice shall state the reasons for suspension and allow for a review period of ten (10) days during which STREETLEVEL MEDIA shall be provided with an opportunity to respond with an explanation or justification, and/or shall undertake any reasonable remedial action required by the AUTHORITY. If, in the opinion of the AUTHORITY, STREETLEVEL MEDIA remains in violation of this agreement at the completion of the ten (10) day suspension period, the AUTHORITY shall have the right to terminate this agreement whereupon all obligations of the AUTHORITY to STREETLEVEL MEDIA shall cease. 3.3 This agreement may be terminated without cause by the AUTHORITY in whole, or from time to time in part, whenever the AUTHORITY shall determine that such termination is in the best interest of the AUTHORITY. Any such termination shall be effected by delivery to STREETLEVEL MEDIA of a notice of termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination shall become effective which date shall be not less than fifteen (15) days after the date of said notice. 3.4 Nothing contained herein shall prevent the AUTHORITY from pursuing any other remedy which it may have against STREETLEVEL MEDIA including claims for damages. 3.5 Should the AUTHORITY terminate this agreement as provided for under this Article, STREETLEVEL MEDIA shall have thirty(30) days to remove all advertising from AUTHORITY vehicles. AUTHORITY will reimburse STREETLEVEL MEDIA or its advertising clients any prepayments for advertising upon removal of advertising from AUTHORITY vehicles. Prepayment will include only prepayment amounts and will be calculated from the date advertising is removed from AUTHORITY vehicle(s). 3.6 AUTHORITY grants to STREETLEVEL MEDIA during the term of this agreement and thereafter a non- exclusive license to use AUTHORITY's name and logo in STREETLEVEL MEDIA's marketing materials such as press releases, case study briefs/project summaries, STREETLEVEL MEDIA website or brochures. License shall remain in effect unless and until AUTHORITY shall terminate and revoke the same by giving STREETLEVEL MEDIA sixty(60) days advance written notice thereof whereupon at the end of said sixty(60) days the license shall be deemed terminated. This license shall be perpetual and irrevocable for such use on all materials distributed and or printed but not yet distributed prior to termination and revocation of said license. ARTICLE 4 PERIOD OF SERVICE 4.1 This Agreement will become effective on the date specified in this Agreement or the date adopted by the AUTHORITY, whichever shall come last. 4.2 This Agreement will be in effect for a term of twenty-four (24) consecutive months from the date specified in 5.1. 4.3 This Agreement can be renewed a maximum of two (2)times for a period not to exceed twenty-four (24) consecutive months from the date of the original period or renewal. ARTICLE 5 AUTHORITY'S RESPONSIBILITIES Wave Transit Advertising Agreement 3 of 10 CFPTA Agenda Packet 10/24/2013 57 5.1 The AUTHORITY will ensure that vehicles with advertising remain in service the maximum amount of time feasible. This agreement in no way implies or insures that vehicles with advertising will be in service for a prescribed amount of time 5.2 The AUTHORITY will allow STREETLEVEL MEDIA reasonable access to the vehicles for installation of advertising. Access will be at a time of day so that installation or de-installation of the vinyl panels can take place. If possible, access to a garage area where light, wind, and temperature conditions can be controlled will be made available. 5.3 The AUTHORITY will maintain the exterior of vehicles with advertising with the same degree of care given to the entire fleet. Advertisements will be kept free from dirt that may distort the advertising in accordance with the normal procedure for exterior vehicle cleanliness. 5.4 The AUTHORITY will not be responsible for damage to any advertisement that results from road hazards, or abnormalities. 5.5 Damage to vehicle advertising from accidents will be borne by the party which has been determined liable for the damage. If liability for damage to advertising cannot be determined,the AUTHORITY will bear no responsibility for repair or replacement of the advertisement. 5.6 The AUTHORITY will provide STREETLEVEL MEDIA a list of vehicles eligible for advertising with the following information: vehicle number; regular route; year of manufacture and any other requested information that the AUTHORITY typically has available. 5.7 The AUTHORITY agrees to publish the availability of advertising on its website: www.wavetransit.com with advertising rates and contact information for STREETLEVEL MEDIA. 5.8 The AUTHORITY agrees to refer all inquiries for vehicle advertising to STREETLEVEL MEDIA. The AUTHORITY agrees to provide any useful data that helps the rental effort(e.g. miles traveled, average passenger count and average number of daily stops, any special routes traveled, etc...). 5.9 The AUTHORITY will provide an updated list of vehicles which are due to be taken out of service or are out of service for longer than two days due to repairs or accident damage. ARTICLE 6 NOTICES 6.1 Any notice required by this Agreement or other communications to either party by the other shall be in writing and deemed given when delivered personally or when deposited in the United States Post Office, first class, postage prepaid, addressed as follows, or to such other address as shall be duly given by notice meeting the requirement of this Article. To AUTHORITY: Cape Fear Public Transportation Authority P. O. Box 12630 Wilmington, N. C. 28405-0130 Attn: Megan Matheny Telephone: 910-202-2057 Fax: 910-343-8317 mmatheny@wavetransit.com To STREETLEVEL MEDIA: Streetlevel Media, LLC 219 Williams Street Fayetteville, NC 28301 Wave Transit Advertising Agreement 4 of 10 CFPTA Agenda Packet 10/24/2013 58 Attn: Weyher Dawson, Jr. Telephone: 910-323-9306 wdawson @streetlevelmedia.com ARTICLE 7 INSURANCE 7.1 The amount of insurance to be provided for all coverage listed under this section shall be not less than $1,000,000.00, unless otherwise specified, per occurrence for claims arising from bodily injury and/or property damage, including accidental death which may arise directly or indirectly from STREETLEVEL MEDIA's performance of professional services under this contract. STREETLEVEL MEDIA shall be responsible for any liability directly or indirectly arising out of professional services performed under this contract by a subcontractor which liability is not covered by the subcontractor's insurance. 7.2 STREETLEVEL MEDIA shall maintain during the life of this contract WORKERS' COMPENSATION and shall provide EMPLOYER'S LIABILITY INSURANCE covering all of STREETLEVEL MEDIA's employees to be engaged in the work under this contract, providing the required statutory benefits under North Carolina Workers Compensation Law, and Employers Liability Insurance providing limits at least in the amount of$500,000/500,000/500,000 applicable to claims due to bodily injury by accident or disease. Whenever work under this contract includes exposure to claims under the U. S. Longshoremen's and Harborworker's Act, such coverage shall be provided by appropriate endorsement to this policy. 7.3 STREETLEVEL MEDIA shall take out and maintain during the life of this contract COMMERCIAL GENERAL LIABILITY INSURANCE. Exclusions applicable to explosion, collapse and underground hazards are to be deleted when the work to be performed involves these exposures. The AUTHORITY shall be named as an additional insured under this policy. Unless otherwise specified, this coverage shall be written providing liability limits at least in the amount of$1,000,000, Combined Single Limits, applicable to claims due to bodily injury and/or property damage arising from an occurrence. 7.4 STREETLEVEL MEDIA shall take out and maintain during the life of this agreement AUTOMOBILE LIABILITY INSURANCE. Such coverage shall be written on a comprehensive form covering owned, non-owned and leased vehicles. 7.5 STREETLEVEL MEDIA shall furnish the schedule of insurance carried under this contract in the form of a Certificate of Insurance attested by the insurance carrier or appointed agent, indicating the type, amount, class of operations covered, effective date and expiration date of all policies. This Certificate shall be in six(6) counterparts and when the contract is signed by STREETLEVEL MEDIA, a copy thereof shall be inserted in each copy of the contract documents and upon insertion shall become a part of such documents. The insurance carrier or its agent shall also certify on these documents that it will notify the AUTHORITY by registered mail at least twenty(20) days prior to any cancellation or non-renewal of these coverages. ARTICLE 8 INDEMNIFICATION 8.1 To the fullest extent permitted by law, STREETLEVEL MEDIA shall release, indemnify, keep and save harmless the AUTHORITY, its agents, officials and employees, from any and all responsibility or liability for any and all damage or injury of any kind or nature whatever (including death resulting therefrom)to all persons, whether agents, officials or employees of the AUTHORITY or third Wave Transit Advertising Agreement 5 of 10 CFPTA Agenda Packet 10/24/2013 59 persons, and to all property proximately caused by STREETLEVEL MEDIA's breach of contract or the negligent performance or nonperformance by STREETLEVEL MEDIA (or by any person acting for STREETLEVEL MEDIA or for whom STREETLEVEL MEDIA is responsible). STREETLEVEL MEDIA expressly understands and agrees that any performance bond or insurance protection required by this agreement, or otherwise provided by STREETLEVEL MEDIA, shall in no way limit STREETLEVEL MEDIA 's responsibility to release, indemnify, keep and save harmless and defend the AUTHORITY as herein provided. The intention of the parties is to apply and construe broadly in favor of the AUTHORITY the foregoing provisions subject to the limitations, if any, set forth in N.C.G.S. 2213-1. ARTICLE 9 GENERAL TERMS 9.1 Personnel. It is mutually agreed that STREETLEVEL MEDIA is an independent design professional and not an employee of the AUTHORITY, and as such STREETLEVEL MEDIA shall not be entitled to any AUTHORITY employment benefits, such as, but not limited to, vacation, sick leave, insurance, workmen's compensation, or pension and retirement benefits. 9.2 Conflict of Interest. No paid employee or member of the board of the AUTHORITY shall have a personal or financial interest, direct or indirect, as a contracting party or otherwise, in the performance of this agreement. 9.3 Non-Waiver of Rights. It is agreed that the AUTHORITY'S failure to insist upon the strict performance of any provision of this agreement, or to exercise any right based upon a breach thereof, or the acceptance of any performance during such breach, shall not constitute a waiver of any rights under this agreement. 9.4 Assignment of Agreement. It is mutually agreed by the parties hereto that this agreement is not transferable by either party without the written consent of the other party to this agreement. 9.5 Entire Agreement. This agreement constitutes the entire understanding of the parties. 9.6 Binding Effect. This agreement shall be binding upon the heirs, successors, assigns, agents, officials, employees, and consultants of the parties. 9.7 Continuing Obligation. The parties will make and execute all further instruments and documents required to carry out the purposes and intent of the agreement. 9.8 Reference. Use of the masculine includes feminine and neuter, singular includes plural; and captions and headings are inserted for convenience of reference and do not define, describe, extend or limit the scope of intent of the agreement. 9.9 Interpretation. All of the terms and conditions contained herein shall be interpreted in accordance with the laws of the State of North Carolina. In the event of a conflict between the various terms and conditions contained herein or between these terms and other applicable provisions,then the more particular shall prevail over the general and the more stringent or higher standard shall prevail over the less stringent or lower standard. Wave Transit Advertising Agreement 6 of 10 CFPTA Agenda Packet 10/24/2013 60 9.10 Saving Clause. If any section, subsection, paragraph, sentence, clause, phrase or portion of this agreement is for any reason held invalid, unlawful, or unconstitutional by any court of competent jurisdiction, such portion shall be deemed severable and such holding shall not affect the validity of the remaining portions hereof. 9.11 Other Laws and Regulations. STREETLEVEL MEDIA will strive to comply with any and all applicable federal, state and local standards, regulations, laws, statutes and ordinances regarding toxic, hazardous and solid wastes and any other pollutants; public and private nuisances; health or safety; and zoning, subdivision or other land use controls. STREETLEVEL MEDIA will take all reasonably necessary proper or required safety, preventive and remedial measures in accordance with any and all relations and directives from the North Carolina Department of Environmental and Natural Resources, the United States Environmental Protection Agency, the North Carolina Division of Environmental Management, Health Departments, and any other federal, state or local agency having jurisdiction, to insure the prompt prevention or cessation (now or in the future) of violations of either the applicable provisions of such standards, regulations, laws, statutes, and ordinances or any permits or conditions issued thereunder. 9.12 Amendments. This agreement shall not be modified or otherwise amended except in writing signed by the parties. 9.13 Non-Discrimination. STREETLEVEL MEDIA will take affirmative action not to discriminate against any employee or applicant for employment or otherwise illegally deny any person participation in or the benefits of the program which is the subject of this agreement because of race, creed, color, sex, age, disability or national origin. To the extent applicable, STREETLEVEL MEDIA will comply with all provisions of Executive Order No. 11246 the Civil Rights Act of 1964, (P.L. 88-352)and 1968 (P.L. 90-284), and all applicable federal, state and local laws, ordinances, rules, regulations, orders, instructions, designations and other directives promulgated to prohibit discrimination. Violation of this provision, after notice, shall be a material breach of this agreement and may result, at AUTHORITY'S option, in a termination or suspension of this agreement in whole or in part. 9.14 Successors and Assigns. The Authority and Contractor bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in this Contract. The Contractor shall not assign this Contract without prior written consent of the Authority and any surety to this contract. 9.15 Miscellaneous. This Contract shall be governed by the laws of the state of North Carolina. Venue for any action arising out of the performance of this Contract shall be with a state or federal court with jurisdiction in New Hanover County, North Carolina. All pronouns used herein shall refer to every gender. Headings or titles in this Contract are only for convenience and shall have no meaning or effect upon the interpretation of the provisions of this Contract. This Contract is the entire agreement between the parties and may not be amended or modified, except by writing, signed by each party. If any provision of this Contract is determined to be unenforceable,then the remaining provisions of this Contract shall be interpreted as in effect as if such unenforceable provision were not included therein. This contract may be signed in counterparts. 9.16 Incorporation by Reference. Wave Transit Advertising Agreement 7 of 10 CFPTA Agenda Packet 10/24/2013 61 Authority's Request for Proposals (RFP#14-01, release date August 9, 2013), including all related appendices, and Contractor's bid response in its entirety dated September 20, 2013, are made a part hereof as if the same were fully set forth. If any discrepancies arise between this contract, Authority's Request for Proposals and Contractor's proposal, Contractor agrees to abide by first, any specific terms in this contract and, second,Authority's Request for Proposals.This agreement may be governed by the North Carolina Public Procurement Act and the Authority Purchasing Policies and Procedures. All terms and conditions of the Act and the Policies and Procedures are hereby adopted and incorporated by reference herein. IN WITNESS WHEREOF,the Authority and Consultant have each executed this Agreement in duplicate originals, one of which shall be retained by each of the parties. This the _day of 2013. CAPE FEAR PUBLIC TRANSPORTATION AUTHORITY Cpt. David Scheu, Chairman ATTEST: Don Betz, Secretary (SEAL) APPROVED AS TO FORM Andrew Olsen, Authority Attorney STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER I, , a Notary Public do hereby certify that Don Betz personally came before me this day and acknowledged the he is the Secretary of the Cape Fear Public Transportation Authority and that, by authority duly given and as the act of the constituent institutions, the foregoing instrument was signed in its name by its Chairman. WITNESS my hand and official seal this the day of_ 20_ Notary Public Wave Transit Advertising Agreement 8 of 10 CFPTA Agenda Packet 10/24/2013 62 My commission expires: (SEAL) STREETLEVEL MEDIA, LLC, DBA, STREETLEVEL MEDIA Weyher Dawson Jr. Owner/Operator STATE OF COUNTY OF I, , a Notary Public in and for said state and county, do hereby certify that personally came before me this day and acknowledged the due execution of the foregoing instrument on behalf of Streetlevel Media, for the purposes therein expressed. WITNESS my hand and official seal this the day of 20_ Notary Public My commission expires: (SEAL) Wave Transit Advertising Agreement 9 of 10 CFPTA Agenda Packet 10/24/2013 63 APPENDIX A AUTHORITY ADVERTISING POLICY Wave Transit Advertising Agreement 10 of 10 CFPTA Agenda Packet 10/24/2013 64 waveCape Fear Public Transportation Authority Advertising Policy The following policy regarding advertising is applicable to all forms of advertising by the Authority. This includes, but is not limited to: • Advertising on the interior or exterior of any revenue or non-revenue vehicle. • Advertising on all transit printed media, including maps,tickets or passes. • Advertising on or in stations or shelters, or advertisements on bus benches or trash receptacles. • Advertising on any Internet site controlled or published by the Authority. • This policy is applicable to advertisements that the Authority may charge a fee for or for advertising that may be allowed without charge by the Authority. All advertisements shall be of a reputable nature and shall not be defamatory. No advertisement shall promote any illegal activity, incite violence or be obscene or vulgar. No advertisement shall portray or reflect the Authority in a detrimental manner. No tobacco or distilled alcohol promotions shall be permitted. No political advertising shall be permitted. No advertising shall promote a religion in violation of the United States Constitution. No advertisements of any product, service or exhibition shall conflict with the laws, regulations or ordinance of the United States, the State of North Carolina or respective local governments. The Authority, or its designee, shall approve all advertisements prior to installation. ADOPTED AT A REGULAR MEETING: �I d\ a ll 20 04, / Christine S. McNamee e ear p Chair est.2004 Robert Ronne P Secretary (seal) Wave Transit Advertising Agreement 11 of 10 CFPTA Agenda Packet 10/24/2013 65 ii ` 1118 sr of ,� `if: \ ,<y s ,.JIU f,:s 1 :i'tii s sss`, ss} .S ss£'11J r"is'. 1"?of'> s yS, fi 7 1 (i } ,y1 i 1 ;`"}1 ;1s, Profit & Loss Date 7/1/2013-9/30/2013 Budget scenario: 2014(1)(Board Adopted Budget Original) is 5�148f 'ti ,,r,.• f!ss sr z y ,) �i 1181! s R � Ift i '�:,li )I Ss sO� i+)s is ss„ i..,;"s, Profit &Loss Operating revenues Farebox revenues 267,186 274,000 -6,814 24.38% 1,096,000 Passes 85,173 51,750 33,423 41.15% 207,000 Contracted services 241,302 259,375 -18,073 23.26% 1,037,500 Total: Operating revenues 593,661 585,125 8,536 25.36% 2,340,500 Operating expenses Salaries and wages 740,154 885,388 145,234 20.90% 3,541,553 Taxes and benefits 223,618 300,891 77,273 18.58% 1,203,565 Fuels and lubricants 275,038 275,275 237 24.98% 1,101,100 Maintenance 41,646 155,750 114,104 6.68% 623,000 Communications 6,053 6,350 297 23.83% 25,400 Tires 12,316 26,783 14,467 11.50% 107,134 Professional services 75,321 105,317 29,996 17.88% 421,267 Other services 5,233 19,700 14,467 6.64% 78,800 Utilities 14,435 17,325 2,890 20.83% 69,300 Insurance 353,687 147,487 -206,200 59.95% 589,947 Office supplies and expenses 6,145 8,950 2,805 17.16% 35,800 Marketing 2,597 10,850 8,253 5.98% 43,400 Other expenses 18,943 31,402 12,459 15.08% 125,612 Total: Operating expenses 1,775,186 1,991,468 216,282 22.28% 7,965,878 Nonoperating revenues Subsidies Federal grants 470,082 763,732 -293,650 15.39% 3,054,928 State grants 1,049 254,038 -252,989 0.100/0 1,016,150 Subsidy from primary government 1,285,000 356,250 928,750 90.180/0 1,425,000 Subsidy from other governments 91,875 32,719 59,156 70.20% 130,875 Local Government Pledged to Capital -394 394 0.000/0 -1,575 Total: Subsidies 1,848,006 1,406,345 441,661 32.85% 5,625,378 Profit 666,481 Cape 999 Ou'�9TPI?apro8 tl99 34/AG Rority. Page 1 of 1 10/14/2013 1%PM ue Cape Fear Public Transportation Authority Financial Contingency Plan October 2013 Problem Statement Public transportation funding is a complex combination of several revenue sources each requiring a host of different requirements. The Cape Fear Public Transportation Authority relies on a host of funding partners to deliver the services of Wave Transit. The primary funding source utilized for the daily operation of Wave Transit is from the Federal Transit Administration (FTA). The inability of the Authority to access FTA funding in the event of a shutdown by the federal government threatens the Authority's ability to deliver the services of Wave Transit in a reliable and responsible manner. The plan presented in this document is intended to outline an orderly yet agonizing plan for the Authority to follow in the event of a long term federal government shutdown. There is little doubt that full implementation of the procedures outlined in this plan would have a dramatic impact on the passengers served by Wave Transit. Transit patrons would experience possibly insurmountable barriers to access life sustaining medical treatment, employment and other critical services that would resonate throughout the community. Historical Perspective Created in 2004 as an independent, regional public transportation Authority, the Authority has faced many fiscal challenges. These include: lack of an established fund balance to effectively and efficiently manage cash flow and bridge unexpected short term funding interruptions; a high level of dependence on local funding partners that is unpredictable for a sustained period due to the election process; established funding parameters between local funding partners to ensure the capital and operating funding requirements of the Authority are predictable from year to year; and a rapidly growing community with shifting demographics that challenge the medium range planning efforts of the Authority. Although the outcome of the election process is beyond the control of the Authority, the other challenges previously mentioned have been or are being addressed. Federal Government Shutdown Procedures In fiscal year 2014,the Authority has budgeted FTA revenues equal to over thirty-seven prevent of the operating budget. During periods when the federal government is shut down, the Authority's ability to access reimbursement for eligible operating expenses is restricted. It is important to note that the Authority utilizes prior year FTA allocations for current year reimbursements. Therefore, during a government shutdown the Authority has funding apportioned in the federal treasury but lacks the ability to access the funds. Once a federal shutdown is resolved and the treasury reopens, all expenses during the shutdown period are calculated and drawn. Deviations from normal fiscal operating procedures can minimize impacts resulting from a federal shutdown. These procedures are outlined in the table below. Procedure In the event a federal shutdown appears likely Inform local funding partners in order to secure short term operating assistance Limit all discretionary purchases Limit invoice processing to the highest priority items Suspend capital projects Make more frequent treasury draws CFPTA Agenda Packet 10/24/2013 67 Although the procedures outlined above would allow the Authority to continue operations in the event of a short term federal government shutdown, a plan to deal with a long term federal shutdown is appropriate. As a regional transportation Authority providing a host of services under a single administrative model, many of the Authority's recurring costs are shared by the programs under the Authority's oversight. This economy of scale allows the Authority to provide a high level of administrative support with a minimal contribution to the administrative function from each programs revenue source. The goal of this plan was to identify services that could continue during a prolonged government shutdown. Unfortunately, this model is not easily adaptable to providing individual programs without the financial support of other programs. For example, during a shutdown the Authority could continue to provide Medicaid transportation under contract with the NHC Department of Social Services since the cost of the transportation is fully allocated. Since the Authority's data services, including telephony, are funded by all programs, Medicaid transportation would have to be suspended if other programs were suspended because the Medicaid transportation program is dependent upon the telephone services funded by other programs. The first step to be taken in the event of a federal government shutdown would be to contact the City of Wilmington and New Hanover County to inform them of the situation. A projected cash flow worksheet would outline how long the Authority could continue to operate with available cash on hand and receivables that would be available with some certainty. The Authority currently has an agreement with the City of Wilmington for short term loans which could be implemented fairly quickly. Should a federal government shutdown last longer than six weeks, current cash revenues available to the Authority and short term loans from the City of Wilmington would not provide adequate revenue to continue operating all programs. As part of this analysis,the Authority attempted to prioritize programs that generated higher revenues but without administrative support, even fully cost allocated programs could not be undertaken. Equity among which programs to suspend and which to keep during a prolonged federal government shutdown would also be a difficult issue to justify. Therefore, absent additional short term loans from local sources, the Authority would have no choice during a prolonged shutdown but to suspend all services. This would include furloughing all employees and prioritizing which services are critical to Authority during a full service suspension. The services that would require continuance during a shutdown include: • Property and vehicle liability insurance to prevent exposure to claims during a shutdown • Electricity for facilities to prevent damage to assets and provide a minimal level of security • Security services to facilities In the event of a prolonged shutdown, the following table outlines guidance for Authority employees to follow: Task Responsible Party Pre Shutdown Prepare cash flow projections Director of Finance&Administration Give employees two week notice of furloughs Director of Finance&Administration Contact Authority members and funding partners with shutdown info Executive Director Contact vendors regarding payment procedures Director of Finance&Administration Notify providers of shutdown procedures Director of Planning& Development Suspend capital projects Executive Director CFPTA Agenda Packet 10/24/2013 68 Secure fleet and facilities Director of Operations Post signage on buses and at major stops regarding shutdown Director of Planning& Development Prepare&distribute press release Director of Planning& Development Suspend recurring goods&services Director of Operations During Shutdown Monitor facilities and progress of shutdown talks Executive Director Maintain necessary services Director of Finance& Development Brief Authority members and funding partners regarding shutdown Executive Director Post Shutdown Inform Authority members and funding partners of service resumption Executive Director Inform senior staff of service resumption Executive Director Inform employees of service resumption Director of Finance&Administration Prepare any outstanding FTA draws Director of Finance&Administration Prepare cash flow projections Director of Finance&Administration Contact vendors regarding payment procedures Director of Finance&Administration Notify providers of resumption procedures Director of Planning& Development Resume capital projects Executive Director Prepare fleet and facilities for resumption of service Director of Operations Prepare&distribute press release Director of Planning& Development Resume recurring goods and services Director of Operations Summary A prolonged federal government shutdown could have a dramatic impact on the community and should be avoided at all costs. A prolonged shutdown would risk the creditworthiness of the Authority, provide thousands of passengers from accessing employment opportunities daily, risk a smooth transition back to normal service and unnecessarily jeopardize the health of several citizens who depend on the Authority for transportation to essential medical services and treatment. The best measure for preventing a complete shutdown of Wave Transit would be the creation of a fund balance for the Authority which provides enough cash for the Authority to continue operations for a period of six months without federal reimbursement. Until such a fund balance can be established,the Authority is at risk of severe repercussions from a complete suspension of services. CFPTA Agenda Packet 10/24/2013 69 Fisher University Union Transportation Hub Project Location: Portico adjacent to Bus Loop, Online/Mobile Platforms Project Contributors: Cooperative effort between the Student Government Association, UNCW Business Affairs, Auxiliary Services, WAVE transit, IT, the Vice Chancellor of Student Affairs, the Dean of Students, Ron Vetter with Mobile Education, and Campus Life. Purpose:To increase the access, convenience, and overall ridership experience for students and riders of the WAVE transit system.Through the introduction of innovative and rider friendly technology, this project will align UNCW with the transit capabilities of our sister institutions and contribute to the overall UNCW Experience. Actions Planned: • Development of a live transit tracking map specific to the UNCW campus that utilizes transponders that update on 30-second intervals. • Introduction of route color coding and tracking information in an easily visible digital format that allows for easy comprehension of routes and destinations. • A live arrival time template will allow riders to plan accordingly for on time arrival at their destination and will strengthen confidence in the reliability of the transit system. • Seating will be added around the portico in addition to the 2 led TVs. Seating will allow for riders to wait for their bus under a covered area and without creating an obstruction to the access point to Hawks Nest and the Fisher University Union. • A mobile friendly tracking application will allow for riders to catch their bus on and off campus creating an interconnected rider experience. Outcomes: With these additions and upgrades, riders of the WAVE transit system will be provided with a predictable, reliable,transit system that will enrich the overall UNCW experience for all riders of the WAVE transit system. CFPTA Agenda Packet 10/24/2013 70 UNCW Shuttle Displays Map Create an HTML map showing the current locations of the UNCW shuttles. This map will be similar to the display at Forden Station,but showing the UNCW campus and Forden Station. The map will update every 30 seconds. The map will also show the routes of the buses. ETA System This will be a Web application that displays the estimated time of arrival for shuttles that stop at Burney Loop. This involves the following steps: • Breadcrumb the routes • Import breadcrumb information to a database • Rewrite Forden Station ETA system to account for shorter routes Estimate Unit Cost Total Outdoor Displays: High Temp Flat Panels(2),Specialty Glass for Outdoors, Mount $ 8,000.00 $ 16,000.00 Installation: Ceiling mount in dome-shaped ceiling,electrical and data included $ 9,000.00 $ 9,000.00 Benches,two(2)-4'and two(2)-6'. Includes installation $ 7,000.00 $ 7,000.00 HTML Map and ETA System Web Application $ 3,500.00 $ 3,500.00 Mini Mac(1) $ 1,000.00 $ 1,000.00 Budget Total $ 36,500.00 CFPTA Agenda Packet 10/24/2013 71