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HomeMy WebLinkAboutNC DOT 5310 SRC FY14 grant award contractSTATE OF NORTH CAROLINA NONURBANiZED AREA COUNTY OF WAKE PUBLIC TRANSPORTATION GRANT AGREEMENT FOR PUBLIC BODY NORTH CAROLINA ELDERLY INDIVIDUAL AND INDIVIDUALS WITH DISABILITIES DEPARTMENT OF TRANSPORTATION PROGRAM —SECTION 5310 and CFDA NUMBER: 20.513 NEW HANOVER COUNTY PROJECT NUMBER: 14-ED -907 AGREEMENT NUMBER: .2, o v d pd, -L43� * x, tx**, t************ ww*** w* wwwwxxwwwwwwxxwwwwwwwxwwwwww* xww* ww** wwwwwr** wwwww* x * *twwwwwwwwwwwwwwwxxx *xxxxxwxxx THIS AGREEMENT made this the 170day of DaewiU 2013, (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 NEW HANOVER COUNTY, (acting in its capacity as the designated Section 5310 recipient hereinafter referred to as the "Contractor"). WHEREAS, Chapter 53 of 49 U.S.C. app 5310 et seq. provides federal formula public transportation funds for administrative, operating, and capital purposes to assist private or designated public nonprofit agencies in meeting the transportation needs of older adults and people with disabilities in rural and small urban areas. 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 andlor 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 5310 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 21't 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, the Contractor has been designated as the recipient of 49 U.S.C. 5310 funds, and, WHEREAS. in order to assist in providing transportation services, the Department, under the terms of this Agreement shall make grants for operating and capital assistance to the Contractor; and WHEREAS, the Department and the Contractor desire to secure and utilize Section 5310 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 the terms, conditions, guidance and mutual undertakings of each party for the implementation of the 5310 program. This agreement outlines the project and services and the manner in which the Project will be undertaken and completed to meet the transportation needs of elderly persons and persons with disabilities. This agreement is properly prepared, endorsed, approved, and transmitted by the Contractor to the Department for full execution. Page 2 of 40 Section 2. Project Sco a & implement !on. New Hanover County will use the funds to continue providing services funded in a previous 5310 grant that expires on June 30, 2013. The funding prevents elderly and disabled persons from being put on waiting lists for services, keeps the frail ones from using transportation services that don't meet their needs, keeps them from being homebound and prevents delays institutionalizaltion. Contractor agrees at all times to comply with all applicable regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Contractor and NCDOTIFTA, as they may be amended or promulgated from time to time during term of this contract. Contractor's failure to do so shall constitute a material breach of this contract. The Contractor agrees to carry out the Project as follows: a. Federal State and Local Regulations & Directives. The Contractor shat undertake and complete the non - urbanized 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 9070.1F, dated May 1, 2007 at: (http://www.fta. dot. gov /documentslC9070.9F. pdf); (2) FTA MA (19), October 1, 2012, at htt :Ilwww.fta.dot. ovldocuments119- Master(3) The State Management Plan for Federal and State Transportation Programs (hereinafter referred to as "State Management Plan"); (4) The Section 5310 grant application for financial assistance; and The Coordinated Public Transit — Human Services Transportation Plan (Locally Coordinated Plan) for New Hanover County. The aforementioned documents, and any subsequent amendmenosve r revisions thereto, in herewith incorporated by reference, and are on file with and app 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. b. No FederallState Goverment Obli iations 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 sub - recipient, 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, sub - agreement, or third party contract, the Federal/State Government has no obligations or liabilities to such entity, including any sub - recipient, third party contractor, or lessee. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. c. Chan es in Project Performance (i.e. Disputes, 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 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 Revised 02/20/13 Page 3 of 40 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 ligation for any reason, in any forum. d. 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 3. Project Budget /Cost of Proiect. The total cost of the Project approved by the Department is TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) as set forth in the Project Description and Budget, incorporated into this Agreement as Appendix 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 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. The Contractor shall initiate and prosecute to completion all actions necessary to enable it to provide its share of the Project costs at the time directed. All of the local match must be provided from sources other than federal funds. Capital Capital Capital Capital Capital WBS Total Federal (80 %) State (10 %) Local (10 %) 51001.6.3.3 $250,000 $200,000 $25,000 $25,000 Aqreement # 2 o o esoe7 A-11_9 d Project Total Project Project Project Project Total Total Federal Total State Total Local $250,000 $200,000 $25.000 $25.000 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 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 also 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. Revised 02/20/13 Page 4 of 40 b. Administrative Reauirements. The Contractor agrees to comply with the following Federal and State administrative requirements: (1) U.S. DOT regulations, "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non - Profit Organizations," 49 C.F.R. Part 19 at ( http:// www .access.gpo.90vinara/cfr /cfr- table- search.html #page1). (2) Title 9 North Carolina Administrative Code (N.C.A.C.) Subchapter 3M at (http: // reports .oah.state.nc.us /ncac.asp). (3) Title 19A N.C.A.0 Subchapter 5B. c Appl ication of Federal State and Local Laws Re uiations 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 Prima Res onsibili to Com l with Federal the Contractor Requirements. Irrespective of involvement by any other participant in the Project, 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 arrangement without the prior concurrence of the Department. Any lease app Y 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 he Contractor and Lessee, either e, or notherhsimilar document The Supervisory Agreement betwee t Contractor agrees to provide a copy of any relevant documents. Section 6. Sub - contractors and Lessees. a. Significant Partici ation by a Third Pa 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. b. H inificant Participation by a Sub - contractor. Although the Contractor 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. c Si nificant Parkici ation b 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 or the Department determines otherwise in writing. Revised 02/20/13 Page 5 of 40 d. 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 sub - recipients, third party contractors, lessees, or other, 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. In addition, if an entity other than the Contractor is expected to fulfill responsibilities typically performed by the Contractor, the Contractor agrees to assure that the entity carries out the Contractor's responsibilities for the Project as set forth in this Agreement. (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 such as a sub- recipient, lessee, third party contractor, or other. Thus, the Contractor agrees to use a written document to ensure that each entity participating in the Project complies with applicable 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, sub - recipients, and lessees to include adequate provisions to ensure compliance with applicable Federal and State laws, regulations, and directives in each lower tier subcontract , sub - agreement, and lease 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) Sub - agreements. Because Project activities performed by a subcontractor/ sub - recipient 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 Sub - agreement. The Contractor agrees to enter into a written agreement with each sub - recipient (sub- agreement) 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 to include in each sub - agreement appropriate clauses directing the sub - recipient to comply with those requirements applicable to the Revised 02/20/13 Page 6 of 40 Contractor imposed by this Agreement for the Project or the FTA Master Agreement and extend those requirements as necessary to any lower level sub - agreement or any third party contractor at each tier, except as FTA or the Department determines otherwise in writing. Section 7. Ethics a. Code of Ethics. The Contractor agrees to maintain a written code of 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, sub - agreements, 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, lessee, or sub - recipient at any tier or agent thereof. 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 deminimis rules where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Contractor agrees that the code or standards shall also prohibit 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, or 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 Polic . 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 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 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 Revised 02/20/13 Page 7 of 40 competitive advantage to the third party contractor or sub - recipient or impair its objectivity in performing the contract work. C. Debarment and Suspension. This contract is a covered transaction for purposes of 2 CFR Part 1200, which adopts and supplements the provisions of U.S. Office of Management and Budget "Guidelines to Agencies on Debarment and Suspension (Non - procurement)," 2 CFR Part 180. As such the contractor is required to verify that none of the contractor, its principals, as defined at 2 CFR 180.995, or affiliates, as defined at 2 CFR 180.905, are excluded or disqualified as defined at 2 CFT 180. 940,180.935 and 180.945. 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 Subpart C and 49 CFR 29 C in any lower tier covered transaction it enters into. The Contractor agrees to, and assures that its third party contractors, sub - recipients, and lessees will review the Excluded Parties Listing System at (www.epis.gov1) 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 and state laws and regulations prohibiting the use of Federal or state 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 nonsupervisory employee of a public transportation system (or of any other agency or entity 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 Revised 02/20/13 Page 8 of 40 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. The Contractor agrees to comply with the requirement of 49 CFT 29, Subpart C throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. Section 8. Project Expenditures & Reimbursement.. a. General. The Department shall reimburse the Contractor for allowable costs for work performed for the operating and capital costs of projects, as specified in the approved project budget (Attachment A) under the terms of this Agreement financed with Federal Section 5310 funds and State matching funds. The Contractor shall expend funds provided in this Agreement in accordance with the approved Project Budget. 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 eat Contractor to the requests and the Department approves an advance payment (prior to issuing pay 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. Pa ment 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. Revised 02/20/13 Page 9 of 40 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. c. 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 or sub - agreement with a sub - recipient that must be approved by the Department, or other arrangement required to be, but has not been, concurred in or approved in writing by the Department; (d) Any non - project cost consistent with the prohibitions of 49 U.S.C. § 5323(h); and (e) Any cost ineligible for FTA/Department 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 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 Project as necessary to satisfy any outstanding monetary claims that the Federal /State Government may have against the Contractor. d. 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 Revised 02/20/13 Page 10 of 40 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. e. De-obligation of Funds. The Contractor agrees that the Department may de- obligate unexpended Federal and State funds before Project closeout. Section 9. Accounting & Accounting-Records. a. Cost Accounting System. The Contractor will be responsible for having an adequate cost accounting system, and the ongoing burden of proof of adequacy for such system shall be upon the Contractor. The Department will determine whether or not the Contractor has an adequate cost accounting system. Such determination shall be documented initially prior to payment of any invoices pursuant to the Agreement, and from time to time as deemed necessary by the Department. In the event of a negative finding during such determining proceedings, the Department may suspend, revoke, or place conditions upon the determination, and/or may recommend or require remedial actions as appropriate. b. Establishment and Maintenance of Accountin 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 UPTAS. c. 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. 19, the Office of Management and Budget Circulars A -122, "Costs Principles for Nonprofit Organizations" and A -110 "Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Nonprofit Organizations. d. 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, an Project Budget and all other provisions of this Agreement; (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; and (7) Treated uniformly and consistently under accounting principles procedures approved or prescribed by the Department; and Revised 02/20/13 Page 11 of 40 (8) in compliance with U.S. DOT regulations pertaining to allowable costs at 49 C.F.R. § 18.22 or 490 C.F.R. §19.27, which regulations specify the applicability of U.S. Office of State Budget and Management (U.S. OMB) circulars and Federal Acquisition Regulation (FAR) provisions as 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. (ci) 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 10. Reportina. a. Reports. The Contractor shall submit to the Department a progress report and other such documentation that is requested by Department on a quarterly basis and these reports shall be due to the Department on or before October 15, January 15, April 15 and July 15. 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. (1). PROGRAM MEASURES. Contractors will submit reports that capture the overall program measures established by FTA that include gaps in service and ridership as defined below: a. Gaps in Service Filled. Provision of transportation options that would not otherwise be available for older adults and individuals with disabilities measured in numbers of older adults and individuals with disabilities afforded mobility they would not have without program support. b. Ridership. Actual or estimated number of rides (as measured by one - way trips) provided annually for individuals with disabilities and older adults on Section 5310— supported vehicles and services. Section 1. Record Retention & Access to Records Revised 02/20/13 Page 12 of 40 a. The Contractor and its third parry 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. b. Access to Records of Contractor and Subcontractors. The Contractor shall permit and shall require its third party contractors to permit the Department, the North Carolina State Auditor, 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 in accordance with the Title 19A N.C.A.0 Subchapter 5B and N.C.G.S. 147 -64.7. 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. C. 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 12. 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 Re ortin and Audit Re uirements. In accordance with OMB Circular - 133, "Audits of State, Local Governments and Non - Profit Organizations1 revised on June 27, 2003 and June 26, 2007 (www.rvhitehouse. ov /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. Audis Unless prohibited by law, the costs of audits made in accordance with the provisions of 9 N.C.A.C. 3M.0205 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 this Subchapter is unallowable and shall not be charged to State or Federal grants. d. Funds Owed to the Department. The Contractor agrees to remit tot 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 12c of this Agreement. e. Protect 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 13. 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 Trans ortation Programs. The Contractor agrees to comply, and assures the compliance of each third party contractor at any tier and each sub - recipient at any tier of the Project, with the provisions of 49 U.S.C. § 5332, Revised 02/20/13 Page 13 of 40 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 sub - recipient at any tier of the Project, with all provisions prohibiting discrimination on the basis of race, color, or national origin 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 sub - recipient 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, and implementing Federal regulations and any subsequent amendments thereto. 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 sub - recipient 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, sub- consultant, and sub - contractor 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. Revised 02/20/13 Page 14 of 40 (4) Listin j of DBE Sub - contractors. The contractor, at the time the Letter of Interest is submitted, shall submit a listing of all known DBE contractor 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 o'rz'ero' the the�form hall be signed. Form RS -2 may at htt s:lla s.dot. state. nc.usl uickfindlformslDefault.as x. (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 Directory can be accessed by the link on the Department's homepage or by entering htt s:lla s .dot.state.nc.uslvendorldirecto I in the address bar of your web browser. Only contractors identified as DBE certified in the Directory shall be fisted in the ns ued hanllendorsementnof theacontractor's r Department's capability o cot s perform directory shall not be co certain work. {6} Repoting Reporting Disadvanta ed Business Enter, rise Participation. When payments are made to Disadvantaged Business Enterprise {DBE) contractor, including material suppliers, contractors at all levels (Contractor, sub - consultant 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 `Nwebs to at httus:lblar z dot state nc usln DBE -IS may be accessed on the uickfind/formslDefault A responsible fiscal officer of the payee Contractor, sub - consultant or sub - contractor 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. 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; Revised 02/20/13 Page 15 of 40 (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; (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. f. Drucl 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 of seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4541 of seq., and with the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 201 of seq, and any subsequent amendments to these acts. g. 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," 66 Fed. Reg. 6733 et seq., January 22, 2001. h. 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 14. 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)IFTA document, Revised 02/20/13 Page 16 of 40 "Interim Guidance for Implementing Key SAFETEA -LU Provisions on Planning, Environment, and Air Quality for Joint FHWAIFTA Authorities," dated September 2, 2005, as amended by joint FHWAIFTA 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 FHWAIFTA regulations, "Planning Assistance and 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 Governmental and Private Nonprofit Providers of Non -emer enc Transportation. (5) In addition to providing opportunities to participate in planning as described in Subsection 14a 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. b. 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 15. 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. y Bu Ate. The Contractor agrees to comply with 49 U.S.C. § 53230) an 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 the promulgated. consistent with SAFETEALrU pro s onsl except to he extent to the extent those direct that FTA or the Department determines otherwise in writing. b. Caro Preference -Use of United States -Fla 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 Ameca. The Contractor understands and agrees that the Federal/State ri 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 -10A31 through 301 - 10.143. Revised 02/20/13 Page 17 of 40 Section 16. 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. §§ 19.40 through 19.48 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 4220.1E, "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 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. 13202, "Preservation of Open Competition and Government Neutrality Towards Government Contractors' Labor Relations on Federal and Federally Funded Construction Projects," Executive Order No. 13202, as amended by Executive Order No. 13208, 41 U.S.C. § 251 note, which among other things prohibits requirements for affiliation with a labor organization as a condition for award of any third party contract or subcontract for construction or construction management services, unless 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 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: Revised 02/20/13 Page 18 of 40 (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; (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 A roval/Third Party Contract Ap roval. 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. applicable, the Contractor I. Preference for Re cled Products. To the extent app' agrees to comply with U.S. EPA regulations, "Comprehensive Procurement Guidelines for Products Containing Recovered Materials," 40 G.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 sub - agreement 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. § 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q; 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 Intelll ent Trans ortation n"Ifstems 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 Ac uisition. The Department's Public Transportation Division, through the North Carolina Department of Administration, Purchase and Contract Revised 02/20/13 Page 14 of 40 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. 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 ail 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 4220.1E, 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; Revised 02/20/13 Page 20 of 40 (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 213- majority vote of approval. One of the drawbacks of design - build is that the owner does not have an independent source (the AIE in traditional construction) overseeing design implementation and verifying conformance with the drawings and specifications. t. Com etitive Pro osallRe uest for Pro osal (RFP). The competitive proposal) with more than one request for proposal (RFP) method of procurement is normally conducted 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 16t(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- 129.81: (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• proposer in order to (d) The Contractor may negotiate with any p ro p obtain a final contract that best meets the needs of the Contractor. Revised 02/20/13 Page 21 of 40 (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. 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 16t(1) and 16t(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 16q, 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; (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 Revised 02/20/13 Page 22 of 40 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 sub - recipient 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 debarmentlsuspension 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 Pa[N 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 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 17. Lem- 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 Involvin Certificates of Partici ation. 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 18. 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 r furnished the required to indemnify the Fe deral or Government for any liability caused by the wrongfulacts of Federal or State employees or agents. Section 19. Use of Real Property, E ui ment and Su lies. The Contractor understands and agrees that the Federal Government retains a Federal and the State uipment, and supplies financed with Government retains a State interest in any real property, eq 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 or State assistance under this Agreement, the Revised 02/20/13 Page 23 of 40 Contractor agrees to comply with the following provisions of this Agreement, 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 the Department. 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. §§ 19.30 through 19.37, including any amendments thereto, and with other applicable Federal and State regulations and directives. Any exception to the requirements of 49 C.F.R. §§ 19.30 through 19.37 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 19i of this Agreement. C. Maintenance and Inspection of Vehicles. Facilities and Other Pronect 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 inspections to confirm proper maintenance pursuant to this section 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). 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 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 Revised 02/20/13 Page 24 of 40 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 equipment to the Department or the Department's designee. g. Encumbrance of Project Pro i)ertv,. 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, sub - agreement, 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 Pro ert . 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 government authority to be used for any public purposed with no further obligation to the Federal Government, provided the transfer is approved by the Federal Transit Administration 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 2g 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 is contingent assistance authorized for 49 U.S.C. 5310 to any third party g ent upon approval of the Department. It is allowable to lease vehicles to another Community Transportation System the providing general public service in the State of North Carolina, upon app 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 Revised 02/20/13 Page 25 of 40 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. L Disposition of Proiect Propert y. 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 Propedy 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) Proiect 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 Proiect 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 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 shall be determined either on the basis of competent appraisal based on an appropriate date approved by the Department, as provided by 49 C.F.R. Part 24, or by straight line depreciation of improvements to real property coupled with the value of the land as determined on the basis of appraisal, or other Federal /state 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 Revised 02/20/13 Page 26 of 40 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 th remit t interest obligations the A fire, casualty, or natural disaster, e Contractor may fulfill is torem t 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. Trans ortation - Hazardous Materials. The Contractor agrees to comply with applicable requirements of U.S. Pipeline and Hazardous Materials Safety Administration regulations, Shippers - General Requirements for Shipments and Packagings," 49 C.F.R. Part 173, in connection with the transportation of any hazardous materials. 1. Misused or Damaged Project Pro e . 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 in responsibilities as I stated and State laws, regulations,Aande b forth subsequent directives, except to the extent Federal the Department determines otherwise in writing. Section 20. Insurance & Real Property. 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 to other insurance requirements that may apply, the Contractor agrees as follows: a. Minimum Re uirements. At a minimum, the Contractor agrees to comply with the insurance requirements regulations, and ordinances, except to the extent that he 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 Revised 02/20/13 Page 27 of 40 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 21. 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 Housin . 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 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 22. 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 Properly 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 Assurinq 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 State 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 come first. Revised 02/20/13 Page 28 of 40 d. De artment A roval of Charill, es in Real Pii operty Ownershil2. 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 Prooerty (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 23. Construction. Except to the extent the Department determines otherwise in writing, the Contractor agrees as follows: a. Draftin Review and A royal of Construction Plans and S ecifications. The Contractor agrees to submit drawings, designs, and/or description of work for construction, renovation, or facility improvement projects, including prior a purchase or construction of bus shelters to the Department for its review and approval b. MBEANBEIDBE Participation. The Contractor agrees to record and report Minority -owned Business good faith efforts in accordance with N.C.G.S. 143- 128.2(f). C. Su ervision of Construction. The Contractor agrees to provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms to the approved plans and specifications. d. Construction Reports. The Contractor agrees to provide progress reports and other data and information as may be required by the Department. e. Project Manage ent for Major Capital Projects. To the extent applicable, the Contractor agrees to comply with FTA regulations, "Project Management Oversight," 49 C.F.R. Part 633, and any subsequent Project Management Oversight regulations FT h may Earthquake f. Seismic _Safety. The Contractor agrees to comply Hazards Reduction Act of 1977, as amended, 42 U.S.C. §§ 7701 et seq., with Executive Order No. 12699, "Seismic Safety of Federal and Federally- Assisted or Regulated New Building Construction," 42 U.S.C. § 7704 note, and with U.S. DOT regulations, "Seismic Safety," 49 C.F.R. Part 41, specifically, 49 C.F.R. § 41.117. Section 24. Employee Protections. a. Construction Activities. The Contractor agrees to comply, and assures the compliance of each third party contractor and each sub - recipient at any tier of the Project, with the following laws and regulations providing protections for construction employees: hich wires (1) Davis -Bacon Act, as amended, 49 U.S.C. § 5333(a), re q 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 2 ei� C.F.R. oNn -- P ruction Contracts Subject to the Contract Work Hours and Safety Standards Act), (2) Contract Work Hours and S ifety 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 Revised 02/20/13 Page 29 of 40 Standards Provisions Applicable to Non- construction 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 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 sub - recipient at any tier of the Project, with the employee protection requirements for non - construction 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 Non - construction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Park 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 Non - urbanized Areas Authorized by 49 U.S.C. & 5310. The Contractor agrees to comply with the terms and conditions of the Special Warranty for the Non - urbanized 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 25. 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. 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 Revised 02/20/13 Page 30 of 40 FHWAIFTA 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. As a result of enactment of 23 U.S.C. §§ 139 and 326 as well as to amendments to 23 U.S.C. § 138, environmental decision- making requirements imposed on FTA projects to be implemented consistent with the joint FHWAIFTA document, "Interim Guidance for Implementing Key SAFETEA -LU Provisions on Planning, Environment, and Air Quality for Joint FHWAIFTA Authorities," dated September 2, 2005, and any subsequent applicable Federal directives that may be issued, 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 7671q, and: requirements of (1) The Contractor agrees to comply with the applicable Section 176(c) of the Clean Air Act, 42 U.S.C. § 7506(c), consistent with the joint FHWAIFTA document, Interim Guidance for Implementing Key SAFETEA -LU Provisions on Planning, Environment, and Air Quality for Joint FHWAIFTA 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. (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 ands. Contractor agrees that in implementing t it will not use any publicly owned land from apa kre eat onarea, ow dl feorwaterfowl Revised 02/20/13 Page 31 of 40 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 FHWAIFTA regulations, "Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites," 23 C.F.R. Parks 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. . 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 Sgecles 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. 1. 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 applicable environmental documents, (i.e., environmental Revised 02/20/13 Page 32 of 40 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 26. 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 27. Charter Service Operations'. FTA defines charter service as transportation using vehicles (buses or vans) equipment, or facilities funded under the Federal Mass Transit Act for a group of persons who pursuant to a common purpose, under a single contract, at a fixed charged for the vehicle or service, have acquired the exclusive use of the vehicle or service to travel together under an itinerary either specified in advance or modified after having left the place of origin. 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 eral law does otp that there are no provide exceptions willing and able charter regulations for ehiclesrthat the service area are loaned or leased to other agencies or entities. public transportation operator performing The Contractor agrees that neither it nor any p 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 28. 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 TA operators, except as authorized by 49 U.S.C. §§ 5323(f) or (g), as applicable, a 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 29. Geographic Information and Related Spatial Data. In accordance with U.S. OMB Circular A -16, "Coordination of Geographic Information and Related Spatial Data Revised 02/20/13 Page 33 of 40 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 or the Department determines otherwise in writing. Section 30. Metric System. To the extent U.S. DOT or FTA directs, the Recipient agrees to use the metric system of measurement in its Project activities, in accordance with the Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act, 15 U.S.C. §§ 205a et seq.; Executive Order No. 12770, "Metric Usage in Federal Government Programs," 13 U.S.C. § 205a note; and applicable U.S. DOT or FTA regulations, and agrees to follow applicable Federal directives, except to the extent the Federal Government determines otherwise in writing. As practicable and feasible, the Recipient agrees to accept products and services with dimensions expressed in the metric system of measurement Section 31. Motor Carrier Safety. To the extent applicable, the Contractor agrees to comply with, and assures the compliance of its sub - recipients, 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, 5311, 5316 5317, 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 farts 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 32. Substance Abuse. To the extent applicable, the Contractor, its sub- contractors or their employees perform a safety- sensitive function under the Agreement, the Contractor agrees to comply with assured compliance of it sub - contractors, and their employees with 49 USC Section 5331 and FTA regulation "Prevention of Alcohol Misuse and Prohibited Revised 02/20/13 Page 34 of 40 Drug Use in Transit Operation," 49 CFR Part 655 and the following Federal substance abuse regulations: Federal Certification Re ardiin Alcohol Misuse and Prohibited Dru Use. As required by FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use In Transit Operations," at 49 CFR part 655, subpart 1, 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 CFT part 655 and Section 31 of this Agreement. a. Drug Free Workplace. U.S. DOT regulations, "Government wide 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. and Prohibited bited Drru d Use in Transit Tranns t Operations,,' regulations, C.F.R. Part 655, that Alcohol Misuse and Pr g implement 49 U.S.C. § 5331. Section 33. 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 34. Distracted Driving includesText Messalin While Drivin . In accordance with Executive Order No. 13513, Federal Leadership on Reducing Text Messaging While Driving ile October 1, 2009, 23 U.S.C.A. § 402 note, and DOT Order 3902.1ith the term of Messaging follow hng Driving December 30, 2009, the Grantee is encouraged to comply Special Provision. a. Defines 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 Revised 02/20/13 Page 35 of 40 (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 sub- agreements 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 sub - agreement, lease, and third party contract at each tier financed with Federal assistance provided by the Federal Government. Section 35. 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 36. Disputes, Breaches, Defaults, or Other Litination. 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 FederallState share awarded for the Project, 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. The Department encourages the Contractor to use alternative dispute resolution procedures, as may be appropriate. Section 37 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 of seq., or 42 U.S.C. §§ 1395 et. seq., respectively Revised 02/20/13 Page 36 of 40 Section 38. 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 39. Information Obtained Through Internet Links. This Agreement may include electronic IinksMeb 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 40. Severabili�. 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 41. Termination of Agreement. a. The Department of Trans ortation. 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 , the before the termination date to the extent those obligations cannot be canceled. if, Department determines that the Contractor has willfully misused Federal/State sistance by failing to make adequate progress, failing to make reasonable and appropriate use 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 notice of Agreement termination, shall allow the Contractor a reasonable opportunity to correct for noncompliance. Upon noncompliance with the nondiscrimination section (Section 13) 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. Revised 02/20/13 Page 37 of 40 In the event that the Contractor does not comply with the provisions of this Agreement, the Department shall impose such sanction to the project as it or FTA may determine to be appropriate. 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. Section 42. 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: rr-�4A ee Title: b -Ltto s o Pre jeLA AAto` Agency: r,1rIC Name: Title: Agency: Postal Address: L45C env Or. �� Street Address: City/Zip : 3 Phone: Fax: Email: A he ,z e Mv- qoj - C. o City: 15Ckm e_ Section 43. Federal Certification Reaardinsa Debarment. The Contractor certifies, by signing this Agreement, its compliance with Subsection 7c of this Agreement. Section 44. Federal Certification Resaardina Alcohol Misuse and Prohibited Drusa 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 31 of this Agreement. Section 45. Incorporation of FTA Terms: RECEIVED Revised 02/20/13 l C *OT Transportation Divislor Page 38 of 40 The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.IF, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. Revised 02/20/13 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. Upon Execution of this Agreement by the Grantee named below, the Grantee affirms this award, and enters into this Grant Agreement with NCDOT. CONTRACTOR'S FEDERAL TAX ID NUMBER: 0003 CONTRACTOR'S FISCAL YEAR END: 1 ATTEST: VLJ, j TITLE: SECRE ARY BY: V ri i M. Nhd6r TITLE: ASSt COUNTY MANAGER ■ • Page 40 of 40 Attachment B 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 ation, renewal) loan, the entering into of any cooperative amendment, or modification of any Federal contract, and the extension, continuation, 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 therequired certification each shall failure. u subject to a civil penalty of not less than $10,000 and not more than $100,000 Contractor's Auth6rized Representative: r�i ( t� . Title: R 66id4lt C (AX4 Revised 02/20/13 APPENDIX A NORTH CAROLINA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION DIVISION PROJECT NUMBER: 14 -ED -907 APPROVED BUDGET SUMMARY EFFECTIVE DATE 7/1/2013 PROJECT SPONSOR: NEW HANOVER COUNTY PROJECT DESCRIPTION: FY2014 ELDERY INDIVIDUALS AND INDIVIDUALS WITH DISABILITIES PROGRAM I. TOTAL PROJECT EXPENDITURES DEPARTMENT - 5310 CAPITAL - 51001.6.33 PERIOD OF PERFORMANCE JULY 01, 2013 - JUNE 30, 2014 II. TOTAL PROJECT FUNDING TOTAL TOTAL CAPITAL - 51001.6.3.3 100% AGREEMENT # 2000002436 $250,000 $250,000 FEDERAL STATE 80% 10% $200,000 $25,000 $200,000 $25,000 $250,000 LOCAL 10% $25,000 $25,000 NORTH CAROLINA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION DIVISION APPROVED PROJECT BUDGET PROJECT: 14 -ED -907 SPONSOR: NEW HANOVER COUNTY WBS. 51001.6.3.3 ------------------------------------------------------------------------------------------------------------------- DEPARTMENT 5310 - CAPITAL I - - - - -- APPROVED OBJECT TITLE BUDGET G511 OFFICE FURNITURE $ - G512 OFFICE EQUIPMENT $ - G513 AUDIO- VISUAL EQUIPMENT $ - G514 MICRO PORTABLE PROJECTOR 1 LAPTOP $ - G521 PERSONAL COMPUTER SYSTEM $ G522 PRINTER $ - G523 COMPUTER SOFTWARE $ - G525 NETWORK SERVER $ G526 MOBILE DATA DEVICES $ - G527 AUTOMATIC VEHICLE LOCATION $ G528 DATA COMMUNICATION DEVICE $ - G529 OTHER TECHNOLOGY $ - G541 30 TO 40 FT TRANSIT BUS W/ LIFT (REP.) 12 -YR $ G542 30 TO 40 FT TRANSIT BUS W/ LIFT (REP.) 10 -YR $ - G543 25 FT LIGHT TRANSIT VEHICLE (REPLACEMENT) $ - G544 22 FT LIGHT TRANSIT VEHICLE (REPLACEMENT) $ - G545 VAN CONVERSION (REPLACEMENT) $ - G546 STANDARD VAN (REPLACEMENT) $ - G547 25 FT LIGHT TRANSIT VEHICLE WI LIFT (REP.) $ - G548 LIFT EQUIPPED VAN (REPLACEMENT) $ - G549 CENTER AISLE VAN (REPLACEMENT) $ - G551 VEHICLE SPARE PARTS $ w G552 SHOP EQUIPMENT $ - G553 REPEATER STATION $ - G554 RADIO BASE STATION $ G555 RADIO UNIT (MOBILE OR HAND HELD) $ - G556 TELEPHONE EQUIPMENT $ G557 FAREBOXES $ - G559 OTHER EQUIPMENT $ - G561 30 TO 40 FT TRANSIT BUS W/ LIFT (EXP.) 12 -YR $ - G562 30 TO 40 FT TRANSIT BUS W/ LIFT (EXP.) 10 -YR $ - G563 25 FT LIGHT TRANSIT VEHICLE (EXPANSION) $ G564 22 FT LIGHT TRANSIT VEHICLE (EXPANSION) $ - G565 VAN CONVERSION (EXPANSION) $ - G566 STANDARD VAN (EXPANSION) $ - G567 25 FT LIGHT TRANSIT VEHICLE W/ LIFT (EXP.) $ - G568 LIFT EQUIPPED VAN (EXPANSION) $ G569 CENTER AISLE VAN (EXPANSION) $ - G571 MINI -VAN (REPLACEMENT) $ G572 MINI -VAN (EXPANSION) G573 ALLOWABLE ALTERNATE VEHICLE (REP/EXP) G574 ADMIN SUPPORT VEHICLE (SPECIFY REP. OR EXP.) G575 20 FT LT TRANSIT VEHICLE (SPECIFY REP OR EXP) G576 22 FT LIGHT TRANSIT VEHICLE WI LIFT (REP.) G577 OTHER TRANSIT VEHICLE (EXPANSION) G578 20 FT LT TRANSIT VEHICLE WI LIFT (REP. OR EXP.) G579 22 FT LIGHT TRANSIT VEHICLE WI LIFT (EXP.) G585 BUS STOP SIGNS G591 VEHICLE LETTERING AND LOGOS G595 SUPPORTIMAINT. VEHICLE (SPECIFY REP. OR EXP.) G596 VEHICLE SECURITY/SURVEILLANCE EQUIPMENT G598 28' LIGHT TRANSIT VEHICLE WILIFT (REP. OR EXP) G599 OTHER CAPITAL G611 DIRECT PURCHASE OF SERVICE (PRIVATE) G641 DIRECT PURCHASE OF SERVICE (PUBLIC) TOTAL CAPITAL $ - � m $ $ F $ 250,000 $ $ 250,000