FY16 5310 NCDOT TRANSPORTATION GRANTGrant Document Routing
87
Start date: l0l9l20l5
From: Teresa Hewett, Finance Department (7408)
Signatures required:
Avril Pinder, Deputy County Manager
Witness of Avril's signature
Return to Teresa Hewett, Finance Department (7408)
Type(s) of document(s) attached:
I original - SRC 5310 NCDOT Elderly & Disabled Transportation grant contract and
delegation of authority form
Explanation of document(s):
This grant award does not require an action from the Board of Commissioners to accept, since it
was included in the FYl6 Adopted Budget. Please let me know if you have any questions.
Thank you, Teresa
-for finan c e dep artment us e- - - - - -- - -
DATE ADDED TO LASERFICHE
PICKED UP BY:
,r/ Avril Pinder
/ witness of I_--7_
!- County Seal
Print Name & Date Signature
r-
Hewett, Teresa
From:
Sent:
To:
Cc:
Subject:
Myakka,
Hewett, Teresa
Wednesday, October 07, 2015 2:L3 PM
'Ware, Myakka K'; Mayers, Ryan A
Smith, Amber
RE: FYL6 5310: Contract
I choose option 1. I will write the appropriate title on the contract and return the contract and delegation of authority
form to update Avril's job title at the same time.
Thanks so muclr,
Teresa
From : Wa re, Mya kka K [mailto : mkwa re@ ncdot. gov]
Sent: Wednesday, October 07, 20LS 1:34 PM
To: Hewett, Teresa; Mayers, Ryan A
Subject: RE: FY16 5310: Contract
Teresa,
The attached delegation of authority form needs to be updated changing Avril's job title. Also, you have two options:
ll. Cross a line through County Manager and write the appropriate title, 2" I can revise the signature page of the contract
after the delegation of authority form is completed and returned via ernail.
Myakka
From : Hewett, Teresa [ma i lto :THewett@ n hcgov.com ]
Sent: Wednesday, October 07, 20L5 1:28 PM
To: Ware, Myakka K; Mayers, Ryan A
Subject: FW: FY16 5310: Contract
Hi Myakka and Ryan,
I am just following up to see if I you have an answer to the question below. Thanks
From: Hewett, Teresa
Sent: Tuesday, Septembet 29,20L5 4:LZPM
To:'Ware, Myakka K
Cc: Smith, Amber; Mayers, Ryan A
Subject RE: FY16 5310: Contract
Myakka,
Avril M. Pinder is the person who signed the 5310 application and other required documentation. Avril was the
Assistant County Manager at the time of application, but has been promoted to Deputy County Manager. When she
signed the application, I was instructed to fill in "County Manager or his/her designee including the Assistant County
Manage/' on the resolution (attached) since she was the authorized official.
!NSTRUCTIONS FOR EXECUTING GRANT AGREEMENTS
PUBLIC BODY GRANTEES
lncluded in this correspondence is an electronic file in a PDF format of the grant
agreement(s) to be executed between the local grant recipient and the North Carolina
Department of Transportation.
/,.Print one (1) of each agreement. Printing front and back will conserve paper and
reduce package size.
2. The person officially authorized by resolution of the governing body to accept the
department's offer of financial assistance should sign each agreement where
indicated. The signature must be witnessed. Stamped signatures are not
acceptable.
3. lf your agency has a seal, affix the seal on the signature page where indicated.
4. Enter your agency's Federal Tax lD Number and Fiscal Year-End on the
signature page. lf applicable, complete the section on the table for Contract
Administrators: For the Contractor: "lf Delivered by US Postal Service" and
"lf Delivered by Any Other Means". Writing this information by hand is
acceptable.
5. Do not date the agreement. This will be done upon execution by the
department.
6. Return the copy within thirty (30) days to the following address. Please return
the contract and resolution if possible within 30 days. All other information sent
via email does not have to be returned with the contract. Do not staple the
contracts together. Use either laroe paper or binder clips.
Ms. Myra Freeman
Financial Manager
NCDOT/PTD
1550 Mail Service Center
Raleigh, NC 27699-1550
A fully executed agreement will be returned to you with an executed letter and budget.
ln the event the agreement(s) cannot be returned within thirty (30) days, please contact
me at (919) 707-4672.
Please note that the department cannot reimburse the grant recipient for any eligible
project expenses until the agreements are fully executed.
1J;}qh"
i{#B}
\fi.D.-s,r
Srarp or NoRrH CaRoltNe
DEPARTMENT OF TRAN SPORTATION
September 24,2015
Mr. Auril Pinder, County Manager
New Hanover County
230 Govemurent Center Drive, Suite 175
Wilnrington, North Caroli na 28403
RE:FY l6 53 l0 Elderly Individuals and Individuals rvith Disabilities grant
Project No. l6-ED-907
WBS Elernent No(s). 51001.6.4.1
Agreement No.(s) TBD
Period of Perfonnance: 711115 - 6130ll6
Dear Mr. Pinder:
On March 5,2015, the Board of Transportation approved 1'our organization's request for a FYl6 53 l0
Elderly Individuals and lndividuals with Disabilities grant in the amount of $157,500. The agreement to be
executed between New Hanover County and NCDOT is enclosed. The individual authorized to enter into this
agreement for the financial assistance on behalf of your agency will sign the agreetnent. Please provide a copy
of the agreement to all parties that will be involved in the administration of the grant, and request that the
agreement be reviewed carefully. Instructions for completion of the grant agreement process are enclosed.
Please refer to Section 8 of the grant agreement that requires sub-recipients to submit monthly or quarterly
requests for reimbursernent.
If you have any question related to the grant agreement, please contact Myra Freeman, Financial
Manager a|919-707-4672 or your assigned Accounting Specialist. In any correspondence, please reference
your assigned project nurnber, WBS element, Agreernent number and period of perfonnance referenced on this
letter.
Sincerely,
PAT MCCRORY
GovF:RNoR
DC\mf
Attachments
MAILING AODRESS:
NC DEPARTMENT OF TRANSPORTATION
PuBLtc TRANSPoRTATToN DrvtsroN
1550 MArr SERVTCE CENTER
RALETGH, NC 27699-1550
NICHoLAS J. TENNYSON
SFCRI.I ARY
LOCATION:
TRANSPoRTATToN BUTLDTNG
't SourH WTLMTNGToN STREET
RALETGH NC
fr*- Ou'"^
Debbie Collins
Director
TELEPHoNE: 919-733-4713
FAX: 919-733-2304
www.NcDor.Gov
APPENDIX A
NORTH CAROLINA DEPARTMENT OF TRANSPORTATION
PUBLIC TRANSPORTATION DIVISION
PROJECT NUMBER: '16-ED-907
APPROVED BUDGET SUMMARY
EFFECTIVE DATE 7 I1 12015
PROJECT SPONSOR: NEW HANOVER COUNTY
PROJECT DESCRIPTION: FY2016 ELDERY INDIVIDUALS AND INDIVIDUALS WITH DISABILITIES PROGRAM
I. TOTAL PROJECT EXPENDITURES
DEPARTMENT - 5310 CAPTTAL - 5'1001.6.4.1 $175,000
PERIOD OF PERFORMANCE JULY O,I, 2015 - JUNE 30, 2016
II. TOTAL PROJECT FUNDING
TOTAL FEDERAL STATE LOCAL
CAP|TAL - 51001 .6.4.1 100% 80%10%100k
AGREEMENT #0 $175,000 $140,000 $17,500 $17,500
$175,000 $140,000 $17,500 $17,500TOTAL
STATE OF NORTH CAROLINA
COUNTY OF WAKE
NORTH CAROLINA
DEPARTMENT OF TRANSPORTATION
and
NEW HANOVER COUNTY
NONURBANIZED AREA
PUBLIC TRANSPORTATION
GRANT AGREEMENT FOR
PUBLIC BODY
ELDERLY INDIVIDUAL AND INDIVIDUALS
WITH DISABILITIES
PROGRAM - SECTION 5310
CFDA NUMBER: 20.513
PROJECT NUMBER: 16-ED-907
AGREEMENT NUMBER:
THIS AGREEMENT made this lhe _day of _, 20_, (hereinafter referred to as
AGREEI/ENT) 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 COUNW, (acting in its capacity as the designated Section 5310
recipient hereinafter referred lo as the "Contractor").
WHEREAS, Chapler 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 lhe transportation needs of older adults and
people with disabilities in rural and small urban areas.
WHEREAS, Article 28 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 admrnistering all Federal and/or State programs relating to public transportation,
and granted the Department authority to do all things required under applicable Federal and/or
State legislation to properly administer the public transportation within the State of North
Carolina; and
WHEREAS, the Governor of North Carolina, in accordance with Section 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"1 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 Aqreement. The purpose of this Agreement is to provide the
terms, conditions, guidance and mutual undertakings of each party for the implementation of the
53'10 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 of40
Section 2. Proiect Scope & lmplementation. New Hanover County will use the
funds to continue purchasing services funded by a 5310 grant that will expire June 30,
2015 for rural seniors and disabled residents trips for medical, social, recreational and
other purposes. The funds will be used for direct purchase of service from private and
public owned transportation providers. Contractor agrees at all times to comply with all
applicable FTA regulations, policies, procedures and directives, including without limitation
those listed directly or by reference in the Master Agreement between Contractor and
NCDOT/FTA, 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 Requlations & Directives. The Contractor shall
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 9070.1G, dated June 6,2014 at:
http t/ww w.ft a. d ot. g ov/d oc u m e nt s/C I 07 0 _1 G _F I N A L_c i c u I ar. p df(2) FTA MA (21), October 1,2014,
at http://www.fl a.dot.qov/documents/2 1 -Master
(3) The State Management Plan fbr Federal and State Transpofiation
Programs (hereinafier reltred 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 amendments or revisions thereto, are
herewith incorporated by reference, and are on file with and approved by the Department in
accordance with the terms and conditions of this Agreement. Nothing shall be construed under
the terms of this Agreement by the Department or the Contractor lhat shall cause any conflicl
with Department, State, or Federal statutes, rules, or regulations.
b. No Federal/State Government Obliqations to Third Parties. ln 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 Prolect. 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. lt is further agreed that
the clause shall not be modified, except to identify the subcontractor who will be
subject to its provisions.
c. Chanoes in Proiect 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
Revised 04/16/2015
Page 3 of40
Contractor also agrees to notify the Department immediately, in writing, of
any current or prospective major dispute, breach, default, or litigation that
may adversely affect the Federal/State Government's interests in the Project
or the Federal/State Government's administration or enforcement of
Federal/State laws or regulations; and agrees to inform lhe 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 Aoreement. 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. Proiect Budqet/Cost of Proiect. The total cost of the Project approved by
the Department is ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000)
as set forth in the Project Description and Budget, rncorporated 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.
Section 4. Period of Performance. This Agreement shall commence upon the date of
execulion, unless specific written authorization from the Department to the contrary rs received.
The period of performance for all expenditures shall extend from JULY 1,2015 to JUNE 30,
2016, 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 Pro.iect with all practicable dispatch, in a sound, economical, and
efficient manner.
Section 5. Contractor's Capacitv.
a. The Contractor also agrees to maintain sufficient legal, financial, technical, and
managerial capability to:(1) PIan, manage, and complete the Project and provide for the use
of Project property;
(2) Carry out the safety and security aspects ofthe Project; and(3) Comply with the terms of this agreement, the Master Agreement
between the FTA and the Department, the Approved Project Budget, the Pro.iect schedules, the
Revised 04/16/2015
wBs
51001.6.4.1
Capital
Total
$175,000
Prclect
Total
Capital
Federal (80%)
$140,000
Capital
srate (10%)
$17,500
Capital
Local (10%)
$17,500
#
Project Total Project
Total Federal
Project
Total State
Project
Total Local
175,000 140,000 1 7,500 17.500
Page 4 of40
Contractor's annual Certifications and Assurances to the Department, and applicable Federal
and State laws, regulations, and directives.b. Administrative Reouirements. 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 lnstitutions of Higher Education, Hospitals, and
Other Non-Profit Organizations," 49 C.F.R. Part 19 at
(http://www.access. gpo. gov/nara/cf r/cfrtable-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.C Subchapter 58.
c Aoolication of Federal, State. and Local Laws. Requlations, 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 Primarv Responsibilitv to Complv with Federal and State
Reouirements. lrrespective of involvement by any other participant in the Project, the Contractor
agrees that it, rather than the participant, is ultimately responsible for compliance with all
applicable Federal and State laws, regulations, and directives, the Master Agreement between
the FTA and the Department, and this Agreement, except to the extent that the Department
determines otherwise in writing. Unless otherwise authorized in writing by the Department, the
Contractor shall not assign any portion of the work to be performed under this Agreement, or
execute any contract, amendment, or change order thereto, or obligate itself in any manner with
any third party with respect to its rights and responsibilities under this Agreement without the
prior written concurrence of the Department. Further, the Contractor shall incorporate the
provisions of this Agreement into any lease arrangement and shall not enter into any lease
arrangement without the prior concurrence of the Department. Any lease approved by the
Department shall be subject to the conditions or limitations governing the lease as set forth by
the FTA and the Department. lf the Contractor leases any Project asset to another party, the
Conlractor agrees to retain ownership of the leased asset, and assure that the Lessee will use
the Project assel to provide mass transportation service, eilher through a "Lease and
Supervisory Agreement" between the Contractor and Lessee, or another similar document. The
Contractor agrees to provide a copy of any relevant documents.
Section 6. Sub-contractors and Lessees.
a. Sionificant Particioation bv a Third Partv 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. Sionificant Particioation bv a Sub-contractor. Although the Contractor
may delegate any or almost all Prqect responsibilities to one or more subcontractors, lhe
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 Siqnificant Participation bv 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
Revised 04/16/2015
Page 5 of40
for compliance with all applicable Federal laws, regulations, and directives, except to the extent
that FTA or the Department determines otherwise in writing.d. Contractor's Responsibilitv 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, Iessees, 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.
ln 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. ln 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 Pro1ect, except to the extent that FTA or the
Department determines otherwise in writing. Additional requirements include the following:(a) Third Partv 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 unde(ake 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 lvlaster
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 pady
procurement processes and may omit certain other Federal requirements applicable to the work
to be performed.(b) Sub-aoreements. 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-aqreement. 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 Pro.iect will be undertaken and completed.
2 Comoliance with Federal Reouirements. The Contractor
agrees to implement the Prolect in a manner that will not compromise the Contractor's
compliance with Federal and State laws, regulations, and directives applicable to the Project
Revised 04/16/2015
Page 6 of40
and the Contractor's obligations under this Agreement for the Pro.iect 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
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. Elhigsa. Code of Ethics. The Contractor agrees to maintain a written code of standards
of conduct that shall govern the actions of its offrcers, 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 thal 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 interesl 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. Gifls. N.C.G.S. 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 lo 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. S 133-32 and Executive Order 24
has been offered, accepted, or promised by any employees of Contractor..b. Con{lict of lnterest Policv. ln 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 Contractofs 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 the
Contractor's disbursing of Federal/State funds and shall include actions to be taken by the
Contractor or the individual, or both to avoid conflicts of interest and the appearance of
impropriety. The policy shall be filed before the Department may disburse the grant
funds.(1) Personal Conflicts of lnterest. 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.
Revised 04/16/2015
Page 7 of40
(2) Oroanizational Conflicts of lnterest. The Contractor agrees thal 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 parly contract
or sub-agreement may, without some restrictions on future activities, result in an unfair
competitive advantage to the third party contractor or sub-recipient or impair its objectivity
in performing the contract work.c. Debarment and Susoension. 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 contraclor 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 al 2 CFI
1 80.940,180.935 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. S 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 il enlers 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.epls.gov/) before
entering into any contracts.d. Bonus or Commission. The Contractor affirms that it has not paid, and
agrees not to pay, any bonus or commission to obtain approval of its Federal/Stale assistance
application for the Project.e. Lobbvina Restrictions. The Contractor agrees that:(1) ln 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) lt 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) lt 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. Emplovee Political Activitv. 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 o{ 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. S 5307(kX2XB) and 23 U.S.C.
$ 142(g), the Hatch Act does not apply to a nonsupervisory employee of a public transportation
Revised 04/16/2015
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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,3l U.S.C. SS 3801 et seq., and U.S. DOT regulations, "Program Fraud
Civil Remedies," 49 C.F.R. Part 3'l, apply to its activities in connection with the
Project. By executing this Agreement for the Project, the Contractor certifies or
affirms the truthfulness and accuracy of each statement it has made, it makes, or it
may make in connection with the Project. ln 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 Contraclor 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. lf 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 Pro.iect 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. S 5323(l), 18 U.S.C. $ 1001 or other applicable Federal/State
law to the extent the Federal/State Government deems appropriate. The
Conlractor 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. Proiect 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. lt is understood and agreed that
the work conducted pursuant to this Agreement shall be done on an actual cost basis by the
Contractor. Expenditures submitted for reimbursement shall include all eligible cost
incurred within the Period Covered. The Period Covered represents the monthly or
quarterly timeframe in which the project reports expenditures to the Department. All
payments issued by the Department will be on a reimbursable basis unless the Contractor
requests and the Department approves an advance payment (prior to issuing payment to the
vendor) for vehicles and other high-cost capital items. The Contractor agrees to deposit any
advance payments into its account when received and issue payment to the vendor within 3
(three) business days. The amount of reimbursement from the Department shall not exceed the
funds budgeted in the approved Project Budget. The Contractor shall initiate and prosecute to
completion all actions necessary to enable the Contractor to provide its share of project costs at
or prior to the time that such funds are needed to meet project costs. The Contractor shall
provide its share of project costs from sources other than FTA and State funds from the
Department. Any costs for work not eligible for Federal and State participation shall be financed
one hundred percent (1 00%) by the Contractor.
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b. Pavment and Reimbursement. The Contractor shall submit a request for
reimbursement to the Department for the Period Covered not more frequently than monthly, nor
less frequently than quarterly, reporting on the Department's Uniform Public Transportation
Accounting System (UPTAS) invoicing forms furnished by the Department for work performed
under this Agreement. Expenditures submitted for reimbursement shall include all eligible
cost incurred within the Period Covered. Failure to request reimbursement for expenses
incurred within the Period Covered may result in non-payment. All requests for
reimbursement must be submitted within (30) days following the end of the project's
reporting period.
Additional forms musl be submitted with reimbursement requests to report on contracting
activities with Disadvantaged Business Enterprise (DBE) firms. lnvoices shall be supported by
documentalion of costs unless otherwise waived by the Departmenl. 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. lnvoices 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 underslands and agrees that, except to the
extent the Department determines otherwise in writing, ineligible costs will be treated as follows:
(1 ) ln determining the amount of Federal/State assistance the Department
will provide, the Departmenl will exclude:
(a) Any Pro.iect 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-pro.iect cost consistent with the prohibitions of 49 U.S.C.
S s323(h); and(e) Any cost ineligible for FTAJDepartment 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. lf 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 Pro.iect closeout alter the Federal/State
Government's right to disallow costs and recover funds on the basis of a later audit or other
Revised 04/16/2015
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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 Federaustate Government may have against
the Contractor.d. Federal/State Claims. Excess Pavments. Disallowed Costs. includinq
lnterest.
(1 ) Contractor's Resoonsibilitv to Pav. Upon notification to the Contractor
that specific amounts are owed to the Federal/State Government, whether for excess payments
of Federal/State assistance, disallowed costs, or funds recovered from third parties or
elsewhere, the Contractor agrees to remit to the Department promptly the amounts owed,
including applicable interest and any penalties and administrative charges.(2) Amount of lnterest. 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 lhe 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) Pavment to FTA. Upon receipt of repayment from the Contractor, the
Department shall be responsible to remit amounts owed to FTA.e. De-oblioation of Funds. The Contractor agrees that the Department may de-
obligate unexpended Federal and State funds before Project closeout.
Section 9. Accountinq & Accountinq 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. ln 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 Accountinq 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 Proiect 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
and 2 CFR 200, subpart E, "Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards," (formerly OMB Circulars A-110 and A-122).
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, and
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
Revised 04/16/201 5
Page I I of 40
refunds (e.9., refundable sales and use taxes pursuant to N.C.G.S.
105-164.14), rebates, or olher items of value received by the
Contractor that have the effect of reducing the cost actually incurred;(5) lncurred (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;
Satisfactorily documented;
Treated uniformly and consistently under accounting principles and
procedures approved or prescribed by the Department; and
(8) ln compliance with U.S. DOT regulations pertaining to allowable costs at 49
C.F.R. S 18.22 or 490 C.F.R. $19.27, which regulations specify the
applicability of Title 2 CFR 200 and Federal Acquisition Regulation (FAR)
provisions as follows:
(al ) Title 2 CFR 200, Subpart E - Cost Principles
(formerly OMB Circular A-87 , A-21, and A-122)"
CFR (d1)FAR, at 48 CFR, Subpart 31.2, "Contracts
with Commercial Organizations" applies to Project costs
incurred by a Contractor that is a for-profit organization.
(b1) 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. Reportinq.a. Reoorts. 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
reporls 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 slatements of sufficient
subslance 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 prgect 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. Gaos 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
531 G-supported vehicles and services.
(6)
(7)
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Page l2 of40
Section 11, Record Retention & Access to Recordsa. fire ry 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 accounls of the Contractor pertarning to the Project in accordance with the
Title 19A N.C.A.C Subchapter 58 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. Proiect 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. Proiect Completion. Audit. Settlement. and Closeout.a. Proiect Completion. Within thirty (30) calendar days following Project
complelion, the end of the Project's period of performance, or termination by the Department,
the Contractor agrees to submit a final reimbursement requesl to the Department for eligible
Project expenses.b. Financial Reoortinq and Audit Reouirements. ln accordance Tille 2 CFR 200,
Subpart F - Audit Requirements (formerly OMB Circular A-133), N.C.G.S. 159-34, the
Contractor shall arrange for an independent financial and compliance audit of its fiscal
operations. The Contractor shall furnish NCDOT with a copy of the audit report, in addition to
any copies submitted to the Local Government Commission.c. Audit Costs. Unless prohibited by law, the costs of audits made
in accordance with the provisions of 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 2 CFR 200.506 "Audit Costs". 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 Deoartment. The Contractor agrees to remit to the
Department any excess payments made to the Contractor, any costs disallowed by the
Department, and any amounts recovered by the Contractor from third parties or from other
sources, as well as any penalties and any interest required by Subsection 12c of this
Agreement.
e. Proiect 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 Riqhts. 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 Transoortation Proqrams. 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. S 5332,
Revised 04/16/2015
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which prohibil discrimination on the basis of race, color, creed, national origin, sex, or age, and
prohibits discrimination in employment or business opportunity.b. Nondiscrimination - Title Vl of the Civil Riqhts 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 Vl of the Civil Rights Act of '1964, as amended, 42 U.S.C.
SS 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted
Programs of the Department of Transportation - Effectuation of Title Vl of the Civil Rights Act,"
49 C.F.R. Part 21.c. Equal Emplovment Ooportunitv. 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. S 5332, with Title Vll 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 actron 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) Eoual Emolovment Ooportunitv Requirements for Construction
Activities. For aclivities 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 Conlract
Compliance Programs, Equal Employment Opportunity, Department of Labor," 4'1 C.F.R. Parts
60 et seq., which implement Executive Order No. 11246, "Equal Employment Opportunity," as
amended by Executive Order No. 1 1 375, "Amending Executive Order No. 1 1246 Relating to
Equal Employment Opportunity," 42 U.S.C. S 2000(e) note, and also with any Federal laws,
regulations, and directives affecting construction undertaken as part of the Project.
d. E-Verifu Comoliance. The contractor agrees that if it enters into any
subcontracts in order to perform any of it's obligations under this contract, wll require that the
contractors and its sub-contractors comply with the requirements of NC Gen. Stat. Article 2 o{
Chapter 64. The words contractors, subcontractors pertaining to E-Verify compliance shall have
the meaning intended by N.C. Gen. Stat. 160A-20.1.
e DisadvantaoedBusinessEnterprises.
(1) Policv. lt is the policy of the North Carolina Department of Transportation
that Disadvantaged Business Enterprises (DBES) as defined in 49 CFR Pad 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) Obliqation. 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
Revised 04/16/2015
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CFR Paft 26 in the award and administration of federally assisted contracts. Failure by the
Contraclor 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 Deparlment deems
necessary.
(3) Goals. Even though specific DBE goals are not established for this
project, the Department encourages the Contractor to have participation from DBE contractors
and/or suppliers.
(4) Listinq of DBE Sub-contractors. The contractor, at the time the Letter of
lnterest is submiued, shall submit a listing of all known DBE contraclor that will participate in the
performance of the identified work. The participation shall be submitted on the Department's
Form RS-2. ln the event the contractor has no DBE participation, the contractor shall indicate
this on the Form RS-2 by entering the word 'None' or the number'zero'and the form shall be
signed.Form RS-2 may be accessed on the website at
httos://aoos.dot.state. nc.us/quickfind/forms/Default.aspx.
(5) Certified Transportation Firms Directorv.
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 httos://apps.dot.state.nc. us/vendor/directorv/ in the
address bar of your web browser. Only contractors identified as DBE certified in the Directory
shall be listed in the proposal. The listing of an individual contractor in the Department's
directory shall not be construed as an endorsement of the contractor's capability to perform
certain work.
(6) Reportinq Disadvantaoed Business Enterprise 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 lisled on
the Department's Subcontractor Payment lnformation Form (Form DBE-IS). ln the event the
contractor has no DBE participation, the contractor shall indicate this on the Form DBE-lS by
entering the word 'None' or the number'zero' and the form shall be signed. Form DBE-lS may
be accessed on the website at httos://apps.dot.state.nc. us/ouickfind/forms/Default.asox.
A responsible fiscal officer oi 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 lndividuals with Disabilities. The Contractor agrees to comply with
49 U.S.C. S 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. SS 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. SS 4151 et seq., which requires that buildings and public
accommodations be accessible to individuals with disabilities. ln addition, the Contractor
agrees to comply with applicable Federal regulations and directives and any subsequent
Revised 04/16/2015
Page I 5 of40
amendments thereto, except to the extent the Department determines otherwise in writing, as
follows:(1) U.S. DOT regulations, "Transportalion Services for lndividuals with
Disabilities (ADA),'49 C.F.R. Parl 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.
Pai 27i (3) Joint U.S. Architectural and Transportation Barriers Compliance Board
(U.S. ATBCByU.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility
Specifications for Transportation Vehicles," 36 C.F.R. Pan 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," 2S 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
lmplement 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 SeNices 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 lnformation Technology
Accessibility Standards," 36 C.F.R. Part 1 194;
(10) FTA regulations, "Transportation for Elderly and Handicapped
Persons," 49 C.F.R. Part 609; and
(1 1) Federal civil rights and nondiscrimination directives implementing the
foregoing regulations.
f. Druq or Alcohol Abuse-Confidentialitv and Other Civil Riqhts 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.
SS 1101 et seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment
and Rehabilitation Act of 1970, as amended,42 U.S.C. SS 4541 et seg., and with the Public
Health Service Acl of 1912, as amended, 42 U.S.C. $$ 201 ef seg, and any subsequent
amendmenls to these acts.g. Access to Services for Persons with Limited Enqlish Proficiencv. 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, "lmproving
Access to Servrces for Persons with Limited English Proficiency," 42 U.S.C. S 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-lncome 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.
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Page 16 of40
Section 14. Planninq 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. SS 5303, 5304, 5306,
and 5323(a)(1);
(2) Joint Federal Highway Administration (FHWAyFTA document,
"lnterim Guidance for lmplementing Key SAFETEA-LU Provisions on
Planning, Environment, and Air Quality for Joint FHWA,/FTA
Authorities," dated September 2, 2005, as amended by joint
FHWfuFTA guidance, "SAFETEA-LU Deadline for New Planning
Requirements (July 1, 2007)," dated May 2, 2006 lclarifying Guidance
on lmplementation of SAFETEA-LU Planning Provisionsl, and
subsequent Federal directives implementing SAFETEA-LU, except to
the extent FTA determines otherwise in writing;
(3) Joint FHWAJFTA 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 consislent 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, "[/iajor Capital lnvestment Projects," 49 C.F.R.
Part 61 1, 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
Governmenlal and Private Nonprofit Providers of Non-emeroencv
TransDortation.
(5) ln 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. S 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. lnfrastructure lnvestment. During the implementation of the Project, the
Contractor agrees to take into consideration the recommendations of Executive Order
No. 12803, "lnfrastructure Privatization," 3l U.S.C. $ 501 note, and Executive Order No. 12893,
"Principles for Federal Infrastructure lnvestments," 31 U.S.C. S 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. Buv America. The Contractor agrees to comply with 4S U.S.C. S 5323(j) and
FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661 to the extent those
regulations are consistent with SAFETEA-LU provisions, and subsequent amendments to those
regulations that may be promulgated. The Contractor also agrees to comply with FTA directives
to the extent those directives are consistent with SAFETEA-LU provisions, except to the extent
that FTA or the Department determines otherwise in writing.
b. Carqo Preference-Use of United States-Flaq 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.
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c. Flv America. The Contractor underslands and agrees that the Federal/State
Government will not participate in the costs of international air transportation of any individuals
involved in or property acquired for the Project unless that air transportation is provided by
U.S.-flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance
with the requirements of the lnternational Air Transportation Fair Competitive Practices Act
of 1974, as amended, 49 U.S.C. S 40118, and with U.S. GSA regulations, "Use of United States
Flag Air Carriers," 41 C.F.R. SS 301-10.131 through 301-10.143.
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. SS 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
4220.1F, "Third Party Contracting Requirements," to the extent those provisions are consistent
with SAFETEA-LU provisions and with any subsequent amendments thereto, except to the
extent the Department or the FTA determines otherwise in writing. Although the FTA "Best
Practices Procurement Manual" provides additional procurement guidance, the Contractor
understands that the FTA "Best Practices Procurement Manual" is focused on third party
procurement processes and may omit certain Federal requirements applicable to the third party
conlract work to be performed. The Contractor shall establish writlen procurement procedures
that comply with the required Federal and State standards.
b. Full and Ooen Competition. ln accordance with 49 U.S.C. S 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. Exclusionarv or Discriminatorv Soecifications. Apart from inconsistent
requirements imposed by Federal laws or regulations, the Contractor agrees to comply with the
requirements of 49 U.S.C. S 5325(h) by not using any Federal assistance awarded by FTA to
support a procurement using exclusionary or discriminatory specifications.
d. Geoqraohic 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 lo compete.
e. ln-State Bus Dealer Restrictions. The Contractor agrees that in accordance
with 49 U.S.C. S 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. Neutralitv 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. S 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.
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Page l8 of40
g. Federal Suoolv Schedules. Slate, 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 pa(icipate in force account costs.i. Department Technical Review. The Contractor agrees to permit the
Department to review and approve the technrcal specrfications and requirements to the extent
the Department believes necessary to ensure proper Project administration. The Contractor
agrees to submit the following to the Department for its review and approval prior to solicitation:
(1 ) Newadapted 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 shellers.j. Deoartment Pre-award Approval. The Contractor agrees to submit
procurement documents to the Department for its review and approval prior to award of a
contracv subcontract under this Agreement for any of the following:
(1) All new{ype 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" producl or sole source purchase equal to or greater
than $2,500;(4) Any contracusubcontract 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 modificatron 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. Proiect Aooroval/Third Partv Contract Aoproval. 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-competrtive third party contract associated with the Project.
l. Preference for Recvcled Products. To the extent applicable, the Contractor
agrees to comply with U.S. EPA regulations, "Comprehensive Procurement Guidelines for
Products Containing Recovered Materials," 40 C.F.R. Part247, 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. S 7414, and
other applicable provisions of the Clean Air Act, as amended,42 U.S.C. $$ 7401 through
7671q; and
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(2) Section 508 of the Clean Water Act, as amended, 33 U.S.C. S 1368,
and other applicable requirements of the Clean Water Act, as amended, 33 U.S.C. SS 1251
through 1377.n. National lntellioent Transoortation Svstems Architecture and Standards. To
the extent applicable, the Contractor agrees to conform to the National lntelligent Transportation
Systems (lTS) Architecture and Standards as required by SAFETEA-LU S 5307(c), 23 U.S.C. S
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 delermines otherwise in writing.o. Rollino Stock. ln acquiring rolling stock, the Contractor agrees as follows:
(1 ) Method of Acouisition. The Department's Public Transportation
Division, through the North Carolina Department of Administration, Purchase and Contract
Division, awards vehicle conlracts for its grant recipients to purchase public transit vehicles.
These vehicle conlracts 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-vear Ootions. ln accordance with 49 U.S.C. S 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. S 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. S 5323(m), as amended by SAFETEA-LU conflict with FTA's
implementing regulations, as currently promulgated, the provisions of 49 U.S.C. S 5323(m), as
amended, prevail.
(4) Bus Testinq. To the extent applicable, the Contractor agrees to comply
with the requirements of 49 U.S.C. S 5318(e) and FTA regulations, "Bus Testing," 49 C.F.R.
Part 665, and any amendments to those regulations that may be promulgated.
p. Bondinq. 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. Enqineerino, Desiqn. or Related Services. For all architectural,
engineering, design, or related services the Contractor shall use qualifications-based
competitive proposal [Request for Qualifications (RFQ) in accordance with the Brooks Act]
procedures. The Contractor shall follow applicable statutes, N.C.G.S. 143-64.31-34 and
requirements set forth in FTA Circular 4220.1F, 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.
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(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) Programmanagement;(b) Constructionmanagement;(c) Feasibility studies; and(d) Preliminaryengineering, design, architectural, engineering,
surveying, mapping, and related services.(4) The Contractor also agrees to:(a) lnclude applicable Federal requirements and cenifications in the
solicitation;(b) Submit procurement documents to the Department for its review
and approval prior to the award of any contract for A&E services
for the Project; and(c) Maintain written documentation to support each step of the
procurement process.
r. Desion-Bid-Build Proiects. 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. Desiqn-Build Proiects. The Design-Build method of construction is where a
single contractor is given responsibility for both design and conslruction, thus eliminating an
intermediate procurement step with possible time saving, and more effective coordinalion and
opportunities for cost savings. Currently, this procurement method is not an allowable method
of procurement by the State of North Carolina. The Contractor may request to use the design-
build method as an "alternate" method. Submission of justification must be presented to the
State Building Commission for a 2|3-majorily vote of approval. One of the drawbacks of design-
build is that the owner does not have an independent source (the A,/E in traditional construction)
overseeing design implementation and verifying conformance with the drawings and
specifications.t. Competitive Prooosal/Request for Prooosal (RFP). The competitive proposal/
request for proposal (RFP) method of procurement is normally conducted with more than one
source submitting an offer, i.e., proposal. Either a fixed price or cost reimbursement type
contract is awarded. This method of procurement is generally used when conditions are not
appropriate for the use of sealed bids. The Contractor acknowledges that certain restrictions
apply under North Carolina law for use ofthe 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 (lFB) 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)1. This applies to electronic data processing goods and services, telecommunications
Revised 04/16/2015
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goods and services, securily goods and services, microprocessors, software, information
processing, office systems, any services related to the foregoing, and consulting or other
services for design or redesign of information technology supporting business processes. The
Contractor will comply with the following minimum requirements [N.C.G.S. 143-129.8):(a) Notice of the request for proposals shall be given in accordance
with N.C.G.S. 1 43-129(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. 143-1 35.9 in developing and evaluating requests for proposals.
(d) The Contractor may negotiate with any proposer in order to
obtain a final contract that best meets the needs of the Contractor.(e) Any negotiations shall not alter the contract beyond the scope of
the original request for proposals in a manner that deprives the proposers or potential proposers
of a fair opportunity to compete for the contract; and would have resulted in the award of the
contract to a different person or entity if the alterations had been included in the requesl for
proposals.(f) Proposals submitted shall not be subject to public inspection until
a contract is awarded.(3) The Contractor agrees that the RFP method, in accordance with FTA
Ciculat 4220.1F, 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
restriclions 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 thrs Agreement. For all
architectural, engineering, design, or related seruices, 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;(S) 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) ln determining which proposal is most advantageous, the
Revised 04/16/2015
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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. ln 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{erm operating efficiency and lower long-
term costs). When specified in bidding documents, factors such as discounts, transportation
costs, and life cycle costs will be considered in determining which bid is lowest. Prior to the
award of any contract equal to or greater than $2,500 to other than apparent lowest bidder, the
Contractor shall submit its recommendation along with basis/reason for selection to the
Department for pre-award approval.v. Award to Responsible Contractors. The Contractor agrees to award third
party contracts only to responsible contractors who possess potential ability to successfully
perform under the terms and conditions of the proposed procurement. Consideration will be
given to such matters as contractor integrity, compliance with public policy, record of past
performance, and financial and technical resources. Contracts will not be awarded to parties
that are debarred, suspended, or otherwise excluded from or ineligible for participation in
Federal assistance programs or activities in accordance with the Federal debarment and
suspension rule, 49 C.F.R. 29. For procurements over $25,000, the Contractor shall comply,
and assure the compliance of each third party contractor and 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 debarmenususpension status at the following Web site:
http://epls.arnet.gov/.w. Procurement Notification Reouirements. 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 Svstem. The Contractor shall maintain a contracl
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 Partv 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. S 5325(g), and retain such documents for at least five (5) years after project completion.
Section 17. Leases.
a. CaDital 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 lnvolvino Certificates of Participation The Contractor agrees to
obtain the Department's concurrence before entering into any leasing arrangement involving the
issuance of certificates of participation in connection with the acquisition of any capital asset.
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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 data furnished under the Project. The Contractor shall not be required
to indemnify the Federal or State Government for any such liability caused by the wrongful acts
of Federal or State employees or agents.
Section 19. Use of Real Propertv. Equipment. and Supplies. The Contractor
understands and agrees that the Federal Government relains a Federal and the State
Government retains a State interest in any real property, equipment, and supplies financed with
Federal or State assistance (Project property) until, and to the extent, thal the Federal or State
Government relinquishes its Federal or State interest in that Project property. With respect to
any Pro.lect property financed with Federal or State assistance under this Agreement, the
Conlractor agrees to comply with the following provisions of this Agreement, except to the
extent FTA or the Department determines olherwise in writing:
a. Use of Proiect Propertv. The Contractor agrees to maintain continuing
control of the use of Project property to the exlent satisfactory to the Department. The
Contractor agrees to use Project property for appropriate Project purposes (which may include
joinl 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 Pro.iect 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. ln 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. SS 19.30 through 19.37, including any amendments thereto, and with
other applicable Federal and State regulations and directives. Any exception to the
requiremenls of 49 C.F.R. SS 19.30 through 19.37 requires the express approval of the Federal
Government in writing. The Contractor also consents to the Department's reimbursement
requiremenls for premature dispositions of certain Project equipment, as set forth in Subsection
19i of this Agreement.
c. Maintenance and lnsoection of Vehicles. Facilities and Other Proiect
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.
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e. lncidental 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 Fuelinq Facilities. As authorized by 49 U.S.C. S 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) lncidental 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. ln
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 Proiect Propertv. 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 Proiect Propertv. 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 Pro.lect property financed with Federal/State assistance under this
Agreement.(3) Leasinq Proiect Propertv 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.
lf 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
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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. ln accordance with
Subsection 29 of this Agreement, regardless of assignment of work to be completed under this
Project or lease of Project assets to a third party, it is the Contractor's primary responsibility to
comply with Federal and State requirements of this Agreement and assure the compliance of
any third party contractors.(b) Lease of Vehicles. The lease of vehicles acquired with financial
assistance authorized for 49 U.S.C. 5310 to any third party is contingent upon approval of the
Department. lt is allowable to lease vehicles to another Community Transportation System
providing general public service in the State of North Carolina, upon approval of the
Department. lt 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 managemenl
company. The Contractor agrees to obtain written approval from the Department before the
lease is executed and foMard a copy of the signed, executed lease agreement to the
Department. The Contractor, as a Community Transportation System, shall not lease vehicles
to human service agencies, county agencies/government, community agencies or school
systems. The Contractor agrees not to loan vehicle(s) to other agencies/individuals for short-
term use, even during hours that the transportation system is not providing service, as the
vehicle(s) will generally be used to provide service that is "closed-door," i.e., not open to the
general public.
i. Disposition of Proiect Property. With prior Department approval, the
Contractor may sell, transfer, or lease Pro.ject 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. S 5334(hX4). 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 Prolect property after notifying and receiving
disposition instructionsfrom the Department.(1) Proiect Prooertv Whose Useful Life Has Exoired. When the useful life
of Project property has expired, the Contractor agrees to comply with the Department's
disposition requ irements.(2) Proiect ProDertv Prematurelv Withdrawn from Use. For Project
property withdrawn from appropriate use before its useful life has expired, the Contractor agrees
as follows:(a) Notification Reouirement. 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) Calculatinq the Fair Market Value of Prematurelv Withdrawn
Proiect Prooertv. 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 amounl 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. Eouioment and Supolies. The Contractor agrees that the
fair market value of Project equipment and supplies shall be calculated by straighlline
depreciation of that property, based on the useful life of the equipment or supplies as
Revised 04/ l612015
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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. ln 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 Propertv. 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. Paft 24, ot 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 beapplicable'
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. ln 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. ln determining whether to approve such a
request, the Department may consider any action taken, omission made, or unfortunate
occurrence suffered by lhe Contractor with respect to the preservation of Project property
withdrawn from appropriate use.(c) Financial Obliqations 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. ln turn, the
Department shall be responsible to remit the Federal interest to the FTA. In the case of fire,
casualty, or natural disaster, the Contractor may fulfill its obligations to remit the Federal and
state interest by either: 1. rnvesting an amount equar to the remaining Federar 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; or2. Returning to the Department an amount equal to the
remaining Federal and State interest in the withdrawn
Project property.j. lnsurance Proceeds. lf the Contractor receives insurance proceeds as a
result of damage or destruction to the Pro.iect property, the Contractor agrees to:(1) Apply those insurance proceeds to the cost of replacing the damaged
or destroyed Project property taken out of service, or(2\ Return to the Department an amount equal to the remaining Federal
and State interest in the damaged or destroyed Project property.
k. Transportation - Hazardous Materials. The Contractor agrees to comply with
applicable requirements of U.S. Pipeline and Hazardous Materials Safety Administration
regulations, "shippers - General Requirements for Shipments and Packagings," 49 C.F.R. Part
173, in connection with the transportation of any hazardous materials.
l. Misused or Damaqed Proiect Propertv. lf 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 Proiect Closeout. The Contractor agrees that Proiect
closeout by the Department will not change the Contractor's Proiect property management
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responsibilities as stated in Section 19 of this Agreement, and as may be set forth in
subsequent Federal and State laws, regulations, and directives, except to the extent the
Department determines otherwise in writing.
Section 20. lnsurance & Real Propertv.
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 frequenlly 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 lhe 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.
ln addilion to other insurance requirements that may apply, the Contractor agrees as follows:
a. Minimum Requirements. At a minimum, the Contractor agrees to comply with
the insurance requirements normally imposed by North Carolina State and local laws,
regulations, and ordinances, except to the extent that the Department determines otherwise in
writing.b. Flood Hazards. To the extent applicable, the Contractor agrees to comply
with the flood insurance purchase provisions of Section 102(a) of the Flood Disaster Protection
Act of 1973, 42 U.S.C. S 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. SS 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 rs 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 4,2005.1 These requirements apply to relocation in
conneclion with all interests in real property acquired for the Project regardless of Federal
participation in the costs of that real property.
b. Nondiscrimination in Housinq. ln 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 Vlll of the Civil Rights Act of 1968, as
amended, 42 U.S.C. SS 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. S 3608 note.c. Prohibition Aqainst Use of Lead-Based Paint. ln 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. S 4831(b), and the provisions of U.S. Housing and Urban
Development regulations, "Lead-based Paint Poisoning in Certain Residential Structures,"
Section 22. Real Propertv. For real property acquired with Federal assistance, the
Contractor agrees as follows:
a. Land Acouisition. The Contractor agrees to comply with 49 U.S.C. S 5324(a),
which requires compliance with the Uniform Relocation Assistance and Real Property
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Page 28 of 40
Acquisition Policies Act of 1970, as amended,42 U.S.C. $$ 4601 et seq.; and with U.S. DOT
regulations, "Uniform Relocation Assistance and Real Property Acquisition for Federal and
Federally Assisted Programs," 49 C.F.R. Part 24. [See, new U.S. DOT final rule, "Uniform
Relocation Assistance and Real Property Acquisilion for Federal and Federally Assisted
Programs," 49 C.F.R. Parl24,70 Fed. Reg.590 et seq., January4,2005.l These requirements
apply to all inlerests in real property acquired for Project purposes regardless of Federal
participation in the cost of that real property.
b. Covenant Assurino Nondiscrimination. The Contractor agrees to include a
covenanl in the title of the real property acquired for the Pro.ject to assure nondiscrimination
during the useful life of the Pro.lect.c. Recordinq Title to Real Prooertv. 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 Pro.ject 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
pro perty.
(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.d. Department Aooroval of Chanqes in Real Propertv Ownership. The
Contractor agrees that it will not dispose of, modify the use of, or change the terms of the real
property title, or other interest in the site and facilities used in the Project without prior written
permission and instructions from the Department.
e. Disoosal of Real Property
(1) lf 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 Contraclor 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. Draftinq, Review, and Aoproval of Construction Plans and SDecifications.
The Contractor agrees to submit drawings, designs, and/or description of work for construction,
renovation, or facility improvement projects, including the purchase or construction of bus
shelters to the Department for its review and approval prior to solicitation.
b. MBEMBE/DBE Particioation. 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. Supervision 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.
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e. Proiect Manaqement for Maior Caoital Proiects. 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 FTA may issue.f. Seismic Safetv. The Contractor agrees to comply with the Earthquake
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. S 7704 note, and with U.S. DOT regulations, "Seismic Safety," 49
C.F.R. Part 41, specifically,49 C.F.R. S 41.117.
Section 24. Emplovee 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:(1) Davis-Bacon Act, as amended, 49 U.S.C. $ 5333(a), which requires
compliance with the Davis-Bacon Act,40 U.S.C. SS 3141 et seq., and implementing U.S. DOL
regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed
and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction
Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5;(2) Contract Work Hours and Safetv Standards Act, as amended, 40
U.S.C. SS 3701 et seq., specifically, the wage and hour requirements of Section 102 of that Act
at 40 U.S.C. S 3702, and implementing U.S. DOL regulations, "Labor Standards Provisions
Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor
Standards Provisions Applicable to 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 implemenling U.S. DOL regulations, "Safety and Health
Regulations for Construction,' 29 C.F.R. Part 1926; and(3) Cooeland "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 lnvolvinq 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. gg 3701 et seq., in
particular the wage and hour requirements of Section 102 of that Act at 40 U.S.C. S 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. Part 5.c. Activities lnvolvino Commerce. The Contractor agrees that the provisions of
the Fair Labor Standards Act, 29 U.S.C. gg 201 et seq., apply to employees performing project
work involving commerce.d. Public Transoortation Emolovee Protective Arranoements for Proiects in Non-
urbanized Areas Authorized bv 49 U.S.c. Q 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 rransportation 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. SS 4321 through 4335; the
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Clean Air Act, as amended, 42 U.S.C. SS 7401 through7671q and scattered sections of Title 29,
United States Code; the Clean Water Act, as amended, 33 U.S.C. $$ 1251 through 1377: the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. $$ 690'1 through 6992k; the
Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42
U.S.C. SS 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 Policv. 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. S 5159, if applicable); Executive Order No.
11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. S 4321
note; FTA statutory requirements at 49 U.S.C. S 5324(b); U.S. Council on Environmental Quality
regulations pertaining to compliance with NEPA, 40 C.F.R. Parts 1500 through 1508; and joint
FHWA/FTA regulations, "Environmental lmpact and Related Procedures," 23 C.F.R. Pafi 771
and 49 C.F.R. Pan 622, and subsequent Federal environmental protection regulations that may
be promulgated. As a result of enactment of 23 U.S.C. SS 139 and 326 as well as to
amendments to 23 U.S.C. S 138, environmental decision-making requirements imposed on FTA
projects to be implemented consistent with the joint FHWA/FTA document, "lnterim Guidance
for lmplementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for
Joint FHWAJFTA Authorities," dated September 2, 2005, and any subsequent applicable
Federal directives that may be issued, except to the extent that FTA determines otheruuise in
writing.
b. Air Qualitv. 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. SS 7401
through 7671q, and:(1) The Contractor agrees to comply with the applicable requirements of
Section 176(c) of the Clean Air Act, 42 U.S.C. S 7506(c), consistent with the joint FHWtuFTA
document, "lnterim Guidance for lmplementing Key SAFETEA-LU Provisions on Planning,
Environment, and Air Quality for Joint FHWA/FTA Authorities," dated September 2, 2005, and
any subsequent applicable Federal directives that may be issued; with U S. EPA regulations,
"Conformity to State or Federal lmplementation 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
lmplementation 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 Coniractor 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
lmplemeniation Plan (SlP) as a Transportation Control Measure will be wholly consistent with
the design concept and scope of the Project described in the SlP.
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(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 Pollulion from Mobile
Sources," 40 C.F.R. Part 85; "Control of Air Pollution from New and ln-Use Motor Vehicles and
New and ln-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. S
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. SS 1251 through
1377. ln addition:(1) The Contractor agrees lo protect underground sources of drinking
water consistent with the provisions of the Safe Drinking Water Act of 1974, as amended, 42
U.S.C. SS 300fthrough 300j-6.(2) The Contractor agrees to comply with notice of violating facility
provisions of Executive Order No. 1 1738, "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. S
7606 note.
d. Use of Public Lands. The Contractor agrees that in implementing its Project,
it will not use any publicly owned land from a park, recreation area, or wildlife or waterfowl
refuge of national, State, or local significance as determined by the Federal, State, or local
officials having jurisdiction thereof, and it will not use any land from a historic site of national,
state, or local significance, unless the Federal Government makes the findings required by 49
U.S.C. SS 303(b) and 303(c). The Contractor also agrees to comply with joint FHWA/FTA
regulations, "Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites," 23
C.F.R. Parts 771 and774, 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. gg 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 Manaqement. The Contractor agrees to assure Project
consistency with the approved State management program developed under the Coastal Zone
Management Actof 1972, as amended, 16 U.S.C. gg 1451 through 1465.g. Wetlands. The Contractor agrees to facilitate compliance with the protections
for wetlands in accordance with Executive Order No. 1 1990, as amended, "protection of
Wetlands," at 42 U.S.C. g 4321 note.h. Floodolains. The Contractor agrees to comply with the flood hazards
protections in floodplains in accordance with Executive Order No. 1 1988, as amended,
"Floodplain Management," 42 U.S.C. g 4321 note.i. Endanoered Soecies 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. gg 1531 through 1544, and the Magnuson Stevens Fisheries
Conservation Act, as amended, 16 U.S.C. SS'1801 et seq.
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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. S 470f; with Executive Order No. 11593,
"Protection and Enhancement of the Cultural Environment," 16 U.S.C. S 470 note; and with the
Archaeological and Historic Preservation Acl ol 1974, as amended, 16 U.S.C. $$ 469a through
469c, as follows:(1) ln 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. lndian Sacred Sites. The Contractor agrees to facilitate compliance with the
preservation of places and objects of religious importance to American lndians, Eskimos,
Aleuts, and Native Hawaiians, in compliance with the American lndian Religious Freedom Act,
42 U.S.C. S 1996, and with Executive Order No. 13007, "lndian Sacred Sites," 42 U.S.C. S 1996
note, except to the extent the Federal Government determines otherwise in writing.
l. Mitiqation of Adverse Environmental Effects. Should the proposed Project
cause or result in adverse environmental effects, the Contractor agrees lo take all reasonable
measures to minimize the impact of those adverse effects, as required by 49 U.S.C. S 5324(b),
and other applicable Federal laws and regulations, including 23 C.F.R. Parl771 and 49 C.F.R.
Pan622. The Contractor agrees to comply with all environmenlal mitigation measures that may
be identified as commitments in applicable environmental documents, (i.e., environmental
assessments, environmental impact statements, memoranda of agreement, and other
documents as required by 49 U.S.C. S 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. Enerqv Conservation. The Contractor agrees to comply with the North
Carolina Energy Policy Act of 1975 (N.C.G.S. 1138) 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
modified with FTA assistance, as provided in
Assessments," 49 C.F.R. Parl622, Subpart C.
building constructed, reconstructed, or
regulations, "Requirements for Energy
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 pursuanl 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
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any
FTA
Page 33 of 40
charter services unless it is determined that there are no willing and able charter operators in
the service area. Federal law does not provide exceptions to these regulations for vehicles that
are loaned or leased to other agencies or entities.
The Contractor agrees that neither it nor any public transportation operator performing
work in connection with a Project financed under 49 U.S.C. chapter 53 will engage in charter
service operations, except as authorized by 49 U.S.C. S 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 rn 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 transporlalion 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 transportalion
operators, except as authorized by 49 U.S.C. SS 5323(f) or (g), as applicable, and FTA
regulations, "School Bus Operations," 49 C.F.R. Part 605, and any subsequent School
Transportation Operations regulations or FTA directives that may be issued. Any school
lransportation 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 transportalion operations agreement the violator will be
barred from receiving Federal transit assistance in an amounl to be determined by FTA or U.S.
DOT.
Section 29. Geoqraphic lnformation and Related Spatial Data. ln accordance with
U.S. OMB Circular A-16, "Coordination of Geographic lnformation and Related Spatial Data
Activities," August 19,2002, the Contractor agrees to implement its Pro.iect 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 Svstem,
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. SS 205a et seq.;
Executive Order No. 12770, "Mekic Usage in Federal Government Programs," 15 U.S.C. g 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 Safetv. 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 Resoonsibilitv. 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
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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
under49 U.S.C. SS s307,5310,5311,5316 5317,49 C.F.R. Part
387 is modified by 49 U.S.C. S 31 138(e)(a) 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 belween states), the Contractor agrees lo comply with
U.S. FMCSA regulations, Subpart B, "Federal Motor Carrier
Safety Regulations," at 49 CFR Parts 390 through 396.
b. Driver Qualifications. The Contractor agrees to comply with U.S. FMCSA's
regulations, "Commercial Driver's License Standards, Requirements, and
Penalties," 49 C.F.R. Part 383.c. Substance Abuse Rules for Motor Carriers. The Contractor agrees to comply
with U.S. FMCSA'S regulations, "Drug and Alcohol Use and Testing
Requirements," 49 C.F.R. Part 382, which apply to transit providers that
operate a commercial motor vehicle that has a gross weight rating over
26,000 pounds or is designed to transport sixteen (16) or more passengers,
including the driver.
Section 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
Drug Use in Transit Operation," 49 CFR Part 655 and the following Federal substance abuse
regulations:
Federal Certification Reqardino Alcohol Misuse and Prohibited Druq Use. As required by FTA
regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use ln Transit Operations," at
49 CFR part 655, subpart l, 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. Druq-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. SS 701 et seq.
b. Alcohol Misuse and Prohibited Druq Use. FTA regulations, "Prevention of
Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 C.F.R. Part 655, that
implement 49 U.S.C. S 5331.
Section 33. Safe Operation of Motor Vehicles.
The Recipient agrees as follows:
a. Seat Belt Use. ln accordance with the provisions of Executive Order No. 13043,
"lncreasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. S 402 note, the
Recipient is encouraged to adopt and promote on-the-job seat belt use policies and
Revised 04/16/2015
Page 35 of 40
programs for its employees and other personnel that operate company-owned, renled,
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 Drivinq includesText Messaoino While Drivino. ln accordance with
Executive Order No. 13513, Federal Leadership on Reducing Text Messaging While Driving
October 1, 2009, 23 U.S.C.A. S 402 note, and DOT Order 3902.10, Text Messaging While
Driving December 30, 2009, the Grantee is encouraged to comply with the term of the following
Special Provision.
a. Definitions. As used in this Special Provision:
(1) "Driving" means operating a motor vehicle on a roadway, including while
temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. "Driving
does not include being in your vehicle (with or without the motor running) in a location off
the roadway where it is safe and legal to remain slationary.
(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 o{
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. Safetv. 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 vehiclesi
(b) Privately-owned vehicles when on official Project related business or
when performing any work for or on behalf of the Project; or
(c) Any vehicle, on or off duty, and using an employer supplied electronic
device.
(2) Conduct workplace safety initiatives in a manner commensurate with the
Grantee s size, such as:
(a) Establishment of new rules and programs or re-evaluation of existing
programs to prohibit text messaging while driving: and
(b) Education, awareness, and other outreach to employees about the
safety risks associated with texting while driving.
(3) lnclude 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 Securitv lnformation. To the extent applicable,
the Contractor agrees to comply with 49 U.S.C. S 401 19(b) and implementing U.S. DOT
regulations, "Protection of Sensitive Security lnformation," 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 lnformation," 49 C.F.R. part 1520.
Section 36. Disputes. Breaches. Defaults. or Other Litiqation. 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:
Revised 04/16/2015
Page 36 of40
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. lf 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. ln turn,
the Department shall be responsible for notifying FTA.
b. Federal/State lnterest in Recoverv. The Federal/State Government retains
the right to a proportionate share, based on the percentage of the Federal/State 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 Disoute 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 instituling 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 ll or Title XVlll of the
Social Security Act, 42 U.S.C. $$ 401 el seq., or 42 U.S.C. SS 1395 et. seg., respectively
Section 38. Amendments/Revisions to the Proiect. 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 Pro.ject. 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. lnformation Obtained Throuqh lnternet Links. This Agreement may
include electronic linksAlVeb 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. Severabilitv. lf any provision of the FTA Master Agreement or this
Agreement for the Project is determined invalid, the remainder of that Agreement shall not be
Revised 04/16/2015
Page 37 of 40
affected if that remainder would continue to conform to the requirements of applicable
Federal/State laws or regulations.
Section 41. Termination of Aqreement.a. The Depa(ment of Transoortation. ln the event of the Contraclor'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 Pro.iect. ln general, termination of Federal and
State assistance for the Project will not invalidate obligations properly incurred by the Contractor
before the termination date to the extent those obligations cannot be canceled- lf, however, the
Department determines that the Contractor has willfully misused Federal/State assistance by
failing to make adequate progress, failing to make reasonable and appropriate use of Project
property, or failing to comply with the terms o{ 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 nol, by itself, constitute an
expiration or termination of the Agreement for the Project. The Department, before issuing
notice of Agreement termination, shall allow the Contractor a reasonable opportunity to correct
for noncompliance. Upon noncompliance with the nondiscrimination section (Section 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. 1 1246
and No. 1 1375, 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
otheMise provided by law. ln 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.
ln the event that the Contractor does not comply with the provisions of this Agreement, the
Department shall impose such sanction to the pro1ect 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.
Revised 04/16/201 5
For the Dr
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Name: MS. MYRA FREEMAN
Title: FINANCIAL MANAGER
Agency: NCDOT/PTDMSC: 1550 MSC
Citylzip: RALEIGH NC 27699-1550
Phone: 919-733-4713.EXTENSlON277Fax: 919-733-2304Email: MSFREEMANl@NCDOT.GOV
Name: MS. MYRA FREEMANTitle: FINANCIAL MANAGER
Agency: NCDOT/PTDStreet TRANSPORTATION BLDG
Address: 1 S WILMINGTON ST RM 524
City: RALEIGH NC
For the Contractor:
Page 38 of 40
Section 43. Federal Certification Reqardinq Debarment. The Contractor certifies, by
signing this Agreement, its compliance with Subsection 7c of this Agreement.
Section 44. Federal Certification Reqardinq Alcohol Misuse and Prohibited Druq
!9e. As required by FTA regulations, "Prevention of Alcohol l\4isuse and Prohibited Drug Use in
Transit Operations," at 49 CFR part 655, subpart l, 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. lncorporation of FTA Terms:
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 422O.1F, 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.
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Name: -tcreta }tc'.le{L
Title: @ioits { Protec+ Nta\1st
Agency: $ c,..) \\clrorltr Cot.n\
i::t|":r, 33o Govtrann(n+ e+Dr fl( lb:
6n d'p, 'r:it*\^ k)^ N( J9{03
E::*'.,?J:;"t1:"#,tu
Email: thpute {* 6 nhcqorr.tonl
Name: {s sp 5q H e_i^:t trriue: Ci.*ti"{"pfii'.tl Ana.(qst
Agency: a12,r,r tt0novtr [b.nt1Street Eino.c< \<.Oar{ ut *}
3fli1"-q119,,,[S'^+ c'r,- br
1.J;t,'.tqton NC a8'{03
Revised 04/16/2015
Page 39 of40
lN 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.
NEW HANOVER COUNTY
CONTRACTOR'S FEDERAL TAX ID NUMBER:
CONTRACTOR'S FISCAL YEAR END:
SECRETARY
aA- boooba'[
-),^n. 3ovk-
t"' dlt -Y*;.-
rlrlE: ,Np"+1 coUNrY MANAGER
ArrESr: d ,- l-,1^.1 ,rrrlE: Acl*vri,rkl.,v"r(f '
',ol
ATTEST:
TITLE:
(sEAL)
DEPARTM ENT OF TRANSPORTATION
TITLE: DEPUTY SECRETARY FOR TRANSIT
BY:
Revised 0411612015
Attachment B
Certifi cation Regarding Lobbying
(for bids and/or awards)
The Contractor certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
an agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
(2) lf 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 lhe award
documents for all subawards at all tiers (including subconlracts, 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
lransaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31 , U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
Contractor's Authorized Representative: &,= , \
'
Delegation of Authority
as the designaled pany for
with authority to submit funding applications and enter into contracts with the Department of Transportation and
execute all agreements and contracts with the Norrh Carolina Department of Transportation, Public Transportation
Division, hereby delegate authority to the individual(s) filling the positions as indicated below:
Primary Designee:
Reimbursement Requests: ffv". E No
Budget Revisions: ! Yes EI No
Budget Amendments: ! Yes El No
Period of Performance Extensions: !Yes MNo
(Name & Primary Designce s
Alternate Designee:
(opnonal)
,lNer-i.Ho,^ote. C o,rn*\
(Allfrnale Desrgnee s Agenc\ )
Reimbursement Requests:
Budget Revisions:
Budget Amendments:
ffy". E No
! Yes M'No
I Yes El'No
Period of Performance Extensions: ! Yes EKNo
(Namc Altemale Desrgnec s
Date: lo lq L .
Authorizedofficial'sTyped/PrintedName: Iilri\ rl{\. Prw,kr .\.o..{v 0o,^^},, [,]\o^r,or-
Please submir to: NCDOT/PTD
Attn: Chrrlie Wright
1550 Msil Servic€ Center
R.leigh, NC 276E1-1550
J
Ft\{s001
APPENDIX A
NORTH CAROLINA DEPARTMENT OF TRANSPORTATION
PUBLIC TRANSPORTATION DIVISION
PROJECT NUMBER: '16-ED-907
APPROVED BUDGET SUMMARY
EFFECTIVE DATE 7 I1 12015
PROJECT SPONSOR: NEW HANOVER COUNTY
PROJECT DESCRIPTION: FY2016 ELDERY INDIVIDUALS AND INDIVIDUALS WITH DISABILITIES PROGRAM
I. TOTAL PROJECT EXPENDITURES
DEPARTMENT - 5310 CAPTTAL - 5'1001.6.4.1 $175,000
PERIOD OF PERFORMANCE JULY O,I, 2015 - JUNE 30, 2016
II. TOTAL PROJECT FUNDING
TOTAL FEDERAL STATE LOCAL
CAP|TAL - 51001 .6.4.1 100% 80%10%100k
AGREEMENT #0 $175,000 $140,000 $17,500 $17,500
$175,000 $140,000 $17,500 $17,500TOTAL
STATE OF NORTH CAROLINA
COUNTY OF WAKE
NORTH CAROLINA
DEPARTMENT OF TRANSPORTATION
and
NEW HANOVER COUNTY
NONURBANIZED AREA
PUBLIC TRANSPORTATION
GRANT AGREEMENT FOR
PUBLIC BODY
ELDERLY INDIVIDUAL AND INDIVIDUALS
WITH DISABILITIES
PROGRAM - SECTION 5310
CFDA NUMBER: 20.513
PROJECT NUMBER: 16-ED-907
AGREEMENT NUMBER:
THIS AGREEMENT made this lhe _day of _, 20_, (hereinafter referred to as
AGREEI/ENT) 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 COUNW, (acting in its capacity as the designated Section 5310
recipient hereinafter referred lo as the "Contractor").
WHEREAS, Chapler 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 lhe transportation needs of older adults and
people with disabilities in rural and small urban areas.
WHEREAS, Article 28 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 admrnistering all Federal and/or State programs relating to public transportation,
and granted the Department authority to do all things required under applicable Federal and/or
State legislation to properly administer the public transportation within the State of North
Carolina; and
WHEREAS, the Governor of North Carolina, in accordance with Section 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"1 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 Aqreement. The purpose of this Agreement is to provide the
terms, conditions, guidance and mutual undertakings of each party for the implementation of the
53'10 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 of40
Section 2. Proiect Scope & lmplementation. New Hanover County will use the
funds to continue purchasing services funded by a 5310 grant that will expire June 30,
2015 for rural seniors and disabled residents trips for medical, social, recreational and
other purposes. The funds will be used for direct purchase of service from private and
public owned transportation providers. Contractor agrees at all times to comply with all
applicable FTA regulations, policies, procedures and directives, including without limitation
those listed directly or by reference in the Master Agreement between Contractor and
NCDOT/FTA, 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 Requlations & Directives. The Contractor shall
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 9070.1G, dated June 6,2014 at:
http t/ww w.ft a. d ot. g ov/d oc u m e nt s/C I 07 0 _1 G _F I N A L_c i c u I ar. p df(2) FTA MA (21), October 1,2014,
at http://www.fl a.dot.qov/documents/2 1 -Master
(3) The State Management Plan fbr Federal and State Transpofiation
Programs (hereinafier reltred 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 amendments or revisions thereto, are
herewith incorporated by reference, and are on file with and approved by the Department in
accordance with the terms and conditions of this Agreement. Nothing shall be construed under
the terms of this Agreement by the Department or the Contractor lhat shall cause any conflicl
with Department, State, or Federal statutes, rules, or regulations.
b. No Federal/State Government Obliqations to Third Parties. ln 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 Prolect. 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. lt is further agreed that
the clause shall not be modified, except to identify the subcontractor who will be
subject to its provisions.
c. Chanoes in Proiect 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
Revised 04/16/2015
Page 3 of40
Contractor also agrees to notify the Department immediately, in writing, of
any current or prospective major dispute, breach, default, or litigation that
may adversely affect the Federal/State Government's interests in the Project
or the Federal/State Government's administration or enforcement of
Federal/State laws or regulations; and agrees to inform lhe 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 Aoreement. 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. Proiect Budqet/Cost of Proiect. The total cost of the Project approved by
the Department is ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000)
as set forth in the Project Description and Budget, rncorporated 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.
Section 4. Period of Performance. This Agreement shall commence upon the date of
execulion, unless specific written authorization from the Department to the contrary rs received.
The period of performance for all expenditures shall extend from JULY 1,2015 to JUNE 30,
2016, 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 Pro.iect with all practicable dispatch, in a sound, economical, and
efficient manner.
Section 5. Contractor's Capacitv.
a. The Contractor also agrees to maintain sufficient legal, financial, technical, and
managerial capability to:(1) PIan, manage, and complete the Project and provide for the use
of Project property;
(2) Carry out the safety and security aspects ofthe Project; and(3) Comply with the terms of this agreement, the Master Agreement
between the FTA and the Department, the Approved Project Budget, the Pro.iect schedules, the
Revised 04/16/2015
wBs
51001.6.4.1
Capital
Total
$175,000
Prclect
Total
Capital
Federal (80%)
$140,000
Capital
srate (10%)
$17,500
Capital
Local (10%)
$17,500
#
Project Total Project
Total Federal
Project
Total State
Project
Total Local
175,000 140,000 1 7,500 17.500
Page 4 of40
Contractor's annual Certifications and Assurances to the Department, and applicable Federal
and State laws, regulations, and directives.
b. Administrative Reouirements. 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 lnstitutions of Higher Education, Hospitals, and
Other Non-Profit Organizations," 49 C.F.R. Part 19 at
(http://www.access. gpo. gov/nara/cf r/cfrtable-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.C Subchapter 58.
c Aoolication of Federal, State. and Local Laws. Requlations, 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 Primarv Responsibilitv to Complv with Federal and State
Reouirements. lrrespective of involvement by any other participant in the Project, the Contractor
agrees that it, rather than the participant, is ultimately responsible for compliance with all
applicable Federal and State laws, regulations, and directives, the Master Agreement between
the FTA and the Department, and this Agreement, except to the extent that the Department
determines otherwise in writing. Unless otherwise authorized in writing by the Department, the
Contractor shall not assign any portion of the work to be performed under this Agreement, or
execute any contract, amendment, or change order thereto, or obligate itself in any manner with
any third party with respect to its rights and responsibilities under this Agreement without the
prior written concurrence of the Department. Further, the Contractor shall incorporate the
provisions of this Agreement into any lease arrangement and shall not enter into any lease
arrangement without the prior concurrence of the Department. Any lease approved by the
Department shall be subject to the conditions or limitations governing the lease as set forth by
the FTA and the Department. lf the Contractor leases any Project asset to another party, the
Conlractor agrees to retain ownership of the leased asset, and assure that the Lessee will use
the Project assel to provide mass transportation service, eilher through a "Lease and
Supervisory Agreement" between the Contractor and Lessee, or another similar document. The
Contractor agrees to provide a copy of any relevant documents.
Section 6. Sub-contractors and Lessees.
a. Sionificant Particioation bv a Third Partv 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. Sionificant Particioation bv a Sub-contractor. Although the Contractor
may delegate any or almost all Prqect responsibilities to one or more subcontractors, lhe
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 Siqnificant Participation bv 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
Revised 04/16/2015
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for compliance with all applicable Federal laws, regulations, and directives, except to the extent
that FTA or the Department determines otherwise in writing.
d. Contractor's Responsibilitv 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, Iessees, 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.
ln 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. ln 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 Pro1ect, except to the extent that FTA or the
Department determines otherwise in writing. Additional requirements include the following:
(a) Third Partv 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 unde(ake 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 lvlaster
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 pady
procurement processes and may omit certain other Federal requirements applicable to the work
to be performed.
(b) Sub-aoreements. 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-aqreement. 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 Pro.iect will be undertaken and completed.
2 Comoliance with Federal Reouirements. The Contractor
agrees to implement the Prolect in a manner that will not compromise the Contractor's
compliance with Federal and State laws, regulations, and directives applicable to the Project
Revised 04/16/2015
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and the Contractor's obligations under this Agreement for the Pro.iect 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
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. Elhigsa. Code of Ethics. The Contractor agrees to maintain a written code of standards
of conduct that shall govern the actions of its offrcers, 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 thal 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 interesl 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. Gifls. N.C.G.S. 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 lo 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. S 133-32 and Executive Order 24
has been offered, accepted, or promised by any employees of Contractor..
b. Con{lict of lnterest Policv. ln 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 Contractofs 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 the
Contractor's disbursing of Federal/State funds and shall include actions to be taken by the
Contractor or the individual, or both to avoid conflicts of interest and the appearance of
impropriety. The policy shall be filed before the Department may disburse the grant
funds.(1) Personal Conflicts of lnterest. 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.
Revised 04/16/2015
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(2) Oroanizational Conflicts of lnterest. The Contractor agrees thal 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 parly contract
or sub-agreement may, without some restrictions on future activities, result in an unfair
competitive advantage to the third party contractor or sub-recipient or impair its objectivity
in performing the contract work.
c. Debarment and Susoension. 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 contraclor 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 al 2 CFI
1 80.940,180.935 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. S 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 il enlers 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.epls.gov/) before
entering into any contracts.
d. Bonus or Commission. The Contractor affirms that it has not paid, and
agrees not to pay, any bonus or commission to obtain approval of its Federal/Stale assistance
application for the Project.
e. Lobbvina Restrictions. The Contractor agrees that:(1) ln 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) lt 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) lt 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. Emplovee Political Activitv. 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 o{ 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. S 5307(kX2XB) and 23 U.S.C.
$ 142(g), the Hatch Act does not apply to a nonsupervisory employee of a public transportation
Revised 04/16/2015
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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,3l U.S.C. SS 3801 et seq., and U.S. DOT regulations, "Program Fraud
Civil Remedies," 49 C.F.R. Part 3'l, apply to its activities in connection with the
Project. By executing this Agreement for the Project, the Contractor certifies or
affirms the truthfulness and accuracy of each statement it has made, it makes, or it
may make in connection with the Project. ln 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 Contraclor 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. lf 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 Pro.iect 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. S 5323(l), 18 U.S.C. $ 1001 or other applicable Federal/State
law to the extent the Federal/State Government deems appropriate. The
Conlractor 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. Proiect 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. lt is understood and agreed that
the work conducted pursuant to this Agreement shall be done on an actual cost basis by the
Contractor. Expenditures submitted for reimbursement shall include all eligible cost
incurred within the Period Covered. The Period Covered represents the monthly or
quarterly timeframe in which the project reports expenditures to the Department. All
payments issued by the Department will be on a reimbursable basis unless the Contractor
requests and the Department approves an advance payment (prior to issuing payment to the
vendor) for vehicles and other high-cost capital items. The Contractor agrees to deposit any
advance payments into its account when received and issue payment to the vendor within 3
(three) business days. The amount of reimbursement from the Department shall not exceed the
funds budgeted in the approved Project Budget. The Contractor shall initiate and prosecute to
completion all actions necessary to enable the Contractor to provide its share of project costs at
or prior to the time that such funds are needed to meet project costs. The Contractor shall
provide its share of project costs from sources other than FTA and State funds from the
Department. Any costs for work not eligible for Federal and State participation shall be financed
one hundred percent (1 00%) by the Contractor.
Revised 04/16/2015
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b. Pavment and Reimbursement. The Contractor shall submit a request for
reimbursement to the Department for the Period Covered not more frequently than monthly, nor
less frequently than quarterly, reporting on the Department's Uniform Public Transportation
Accounting System (UPTAS) invoicing forms furnished by the Department for work performed
under this Agreement. Expenditures submitted for reimbursement shall include all eligible
cost incurred within the Period Covered. Failure to request reimbursement for expenses
incurred within the Period Covered may result in non-payment. All requests for
reimbursement must be submitted within (30) days following the end of the project's
reporting period.
Additional forms musl be submitted with reimbursement requests to report on contracting
activities with Disadvantaged Business Enterprise (DBE) firms. lnvoices shall be supported by
documentalion of costs unless otherwise waived by the Departmenl. 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. lnvoices 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 underslands and agrees that, except to the
extent the Department determines otherwise in writing, ineligible costs will be treated as follows:
(1 ) ln determining the amount of Federal/State assistance the Department
will provide, the Departmenl will exclude:
(a) Any Pro.iect 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-pro.iect cost consistent with the prohibitions of 49 U.S.C.
S s323(h); and(e) Any cost ineligible for FTAJDepartment 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. lf 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 Pro.iect closeout alter the Federal/State
Government's right to disallow costs and recover funds on the basis of a later audit or other
Revised 04/16/2015
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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 Federaustate Government may have against
the Contractor.
d. Federal/State Claims. Excess Pavments. Disallowed Costs. includinq
lnterest.
(1 ) Contractor's Resoonsibilitv to Pav. Upon notification to the Contractor
that specific amounts are owed to the Federal/State Government, whether for excess payments
of Federal/State assistance, disallowed costs, or funds recovered from third parties or
elsewhere, the Contractor agrees to remit to the Department promptly the amounts owed,
including applicable interest and any penalties and administrative charges.(2) Amount of lnterest. 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 lhe 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) Pavment to FTA. Upon receipt of repayment from the Contractor, the
Department shall be responsible to remit amounts owed to FTA.
e. De-oblioation of Funds. The Contractor agrees that the Department may de-
obligate unexpended Federal and State funds before Project closeout.
Section 9. Accountinq & Accountinq 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. ln 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 Accountinq 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 Proiect 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
and 2 CFR 200, subpart E, "Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards," (formerly OMB Circulars A-110 and A-122).
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, and
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
Revised 04/16/201 5
Page I I of 40
refunds (e.9., refundable sales and use taxes pursuant to N.C.G.S.
105-164.14), rebates, or olher items of value received by the
Contractor that have the effect of reducing the cost actually incurred;(5) lncurred (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;
Satisfactorily documented;
Treated uniformly and consistently under accounting principles and
procedures approved or prescribed by the Department; and
(8) ln compliance with U.S. DOT regulations pertaining to allowable costs at 49
C.F.R. S 18.22 or 490 C.F.R. $19.27, which regulations specify the
applicability of Title 2 CFR 200 and Federal Acquisition Regulation (FAR)
provisions as follows:
(al ) Title 2 CFR 200, Subpart E - Cost Principles
(formerly OMB Circular A-87 , A-21, and A-122)"
CFR (d1)FAR, at 48 CFR, Subpart 31.2, "Contracts
with Commercial Organizations" applies to Project costs
incurred by a Contractor that is a for-profit organization.
(b1) 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. Reportinq.a. Reoorts. 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
reporls 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 slatements of sufficient
subslance 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 prgect 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. Gaos 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
531 G-supported vehicles and services.
(6)
(7)
Revised 04/ l612015
Page l2 of40
Section 11, Record Retention & Access to Records
a. fire ry 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 accounls of the Contractor pertarning to the Project in accordance with the
Title 19A N.C.A.C Subchapter 58 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. Proiect 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. Proiect Completion. Audit. Settlement. and Closeout.a. Proiect Completion. Within thirty (30) calendar days following Project
complelion, the end of the Project's period of performance, or termination by the Department,
the Contractor agrees to submit a final reimbursement requesl to the Department for eligible
Project expenses.
b. Financial Reoortinq and Audit Reouirements. ln accordance Tille 2 CFR 200,
Subpart F - Audit Requirements (formerly OMB Circular A-133), N.C.G.S. 159-34, the
Contractor shall arrange for an independent financial and compliance audit of its fiscal
operations. The Contractor shall furnish NCDOT with a copy of the audit report, in addition to
any copies submitted to the Local Government Commission.
c. Audit Costs. Unless prohibited by law, the costs of audits made
in accordance with the provisions of 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 2 CFR 200.506 "Audit Costs". 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 Deoartment. The Contractor agrees to remit to the
Department any excess payments made to the Contractor, any costs disallowed by the
Department, and any amounts recovered by the Contractor from third parties or from other
sources, as well as any penalties and any interest required by Subsection 12c of this
Agreement.
e. Proiect 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 Riqhts. 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 Transoortation Proqrams. 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. S 5332,
Revised 04/16/2015
Page l3 of 40
which prohibil discrimination on the basis of race, color, creed, national origin, sex, or age, and
prohibits discrimination in employment or business opportunity.b. Nondiscrimination - Title Vl of the Civil Riqhts 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 Vl of the Civil Rights Act of '1964, as amended, 42 U.S.C.
SS 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted
Programs of the Department of Transportation - Effectuation of Title Vl of the Civil Rights Act,"
49 C.F.R. Part 21.
c. Equal Emplovment Ooportunitv. 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. S 5332, with Title Vll 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 actron 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) Eoual Emolovment Ooportunitv Requirements for Construction
Activities. For aclivities 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 Conlract
Compliance Programs, Equal Employment Opportunity, Department of Labor," 4'1 C.F.R. Parts
60 et seq., which implement Executive Order No. 11246, "Equal Employment Opportunity," as
amended by Executive Order No. 1 1 375, "Amending Executive Order No. 1 1246 Relating to
Equal Employment Opportunity," 42 U.S.C. S 2000(e) note, and also with any Federal laws,
regulations, and directives affecting construction undertaken as part of the Project.
d. E-Verifu Comoliance. The contractor agrees that if it enters into any
subcontracts in order to perform any of it's obligations under this contract, wll require that the
contractors and its sub-contractors comply with the requirements of NC Gen. Stat. Article 2 o{
Chapter 64. The words contractors, subcontractors pertaining to E-Verify compliance shall have
the meaning intended by N.C. Gen. Stat. 160A-20.1.
e DisadvantaoedBusinessEnterprises.
(1) Policv. lt is the policy of the North Carolina Department of Transportation
that Disadvantaged Business Enterprises (DBES) as defined in 49 CFR Pad 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) Obliqation. 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
Revised 04/16/2015
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CFR Paft 26 in the award and administration of federally assisted contracts. Failure by the
Contraclor 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 Deparlment deems
necessary.
(3) Goals. Even though specific DBE goals are not established for this
project, the Department encourages the Contractor to have participation from DBE contractors
and/or suppliers.
(4) Listinq of DBE Sub-contractors. The contractor, at the time the Letter of
lnterest is submiued, shall submit a listing of all known DBE contraclor that will participate in the
performance of the identified work. The participation shall be submitted on the Department's
Form RS-2. ln the event the contractor has no DBE participation, the contractor shall indicate
this on the Form RS-2 by entering the word 'None' or the number'zero'and the form shall be
signed.Form RS-2 may be accessed on the website at
httos://aoos.dot.state. nc.us/quickfind/forms/Default.aspx.
(5) Certified Transportation Firms Directorv.
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 httos://apps.dot.state.nc. us/vendor/directorv/ in the
address bar of your web browser. Only contractors identified as DBE certified in the Directory
shall be listed in the proposal. The listing of an individual contractor in the Department's
directory shall not be construed as an endorsement of the contractor's capability to perform
certain work.
(6) Reportinq Disadvantaoed Business Enterprise 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 lisled on
the Department's Subcontractor Payment lnformation Form (Form DBE-IS). ln the event the
contractor has no DBE participation, the contractor shall indicate this on the Form DBE-lS by
entering the word 'None' or the number'zero' and the form shall be signed. Form DBE-lS may
be accessed on the website at httos://apps.dot.state.nc. us/ouickfind/forms/Default.asox.
A responsible fiscal officer oi 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 lndividuals with Disabilities. The Contractor agrees to comply with
49 U.S.C. S 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. SS 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. SS 4151 et seq., which requires that buildings and public
accommodations be accessible to individuals with disabilities. ln addition, the Contractor
agrees to comply with applicable Federal regulations and directives and any subsequent
Revised 04/16/2015
Page I 5 of40
amendments thereto, except to the extent the Department determines otherwise in writing, as
follows:(1) U.S. DOT regulations, "Transportalion Services for lndividuals with
Disabilities (ADA),'49 C.F.R. Parl 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.
Pai 27i (3) Joint U.S. Architectural and Transportation Barriers Compliance Board
(U.S. ATBCByU.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility
Specifications for Transportation Vehicles," 36 C.F.R. Pan 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," 2S 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
lmplement 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 SeNices 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 lnformation Technology
Accessibility Standards," 36 C.F.R. Part 1 194;
(10) FTA regulations, "Transportation for Elderly and Handicapped
Persons," 49 C.F.R. Part 609; and
(1 1) Federal civil rights and nondiscrimination directives implementing the
foregoing regulations.
f. Druq or Alcohol Abuse-Confidentialitv and Other Civil Riqhts 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.
SS 1101 et seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment
and Rehabilitation Act of 1970, as amended,42 U.S.C. SS 4541 et seg., and with the Public
Health Service Acl of 1912, as amended, 42 U.S.C. $$ 201 ef seg, and any subsequent
amendmenls to these acts.g. Access to Services for Persons with Limited Enqlish Proficiencv. 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, "lmproving
Access to Servrces for Persons with Limited English Proficiency," 42 U.S.C. S 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-lncome 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.
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Section 14. Planninq 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. SS 5303, 5304, 5306,
and 5323(a)(1);
(2) Joint Federal Highway Administration (FHWAyFTA document,
"lnterim Guidance for lmplementing Key SAFETEA-LU Provisions on
Planning, Environment, and Air Quality for Joint FHWA,/FTA
Authorities," dated September 2, 2005, as amended by joint
FHWfuFTA guidance, "SAFETEA-LU Deadline for New Planning
Requirements (July 1, 2007)," dated May 2, 2006 lclarifying Guidance
on lmplementation of SAFETEA-LU Planning Provisionsl, and
subsequent Federal directives implementing SAFETEA-LU, except to
the extent FTA determines otherwise in writing;
(3) Joint FHWAJFTA 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 consislent 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, "[/iajor Capital lnvestment Projects," 49 C.F.R.
Part 61 1, 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
Governmenlal and Private Nonprofit Providers of Non-emeroencv
TransDortation.
(5) ln 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. S 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. lnfrastructure lnvestment. During the implementation of the Project, the
Contractor agrees to take into consideration the recommendations of Executive Order
No. 12803, "lnfrastructure Privatization," 3l U.S.C. $ 501 note, and Executive Order No. 12893,
"Principles for Federal Infrastructure lnvestments," 31 U.S.C. S 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. Buv America. The Contractor agrees to comply with 4S U.S.C. S 5323(j) and
FTA regulations, "Buy America Requirements," 49 C.F.R. Part 661 to the extent those
regulations are consistent with SAFETEA-LU provisions, and subsequent amendments to those
regulations that may be promulgated. The Contractor also agrees to comply with FTA directives
to the extent those directives are consistent with SAFETEA-LU provisions, except to the extent
that FTA or the Department determines otherwise in writing.
b. Carqo Preference-Use of United States-Flaq 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.
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c. Flv America. The Contractor underslands and agrees that the Federal/State
Government will not participate in the costs of international air transportation of any individuals
involved in or property acquired for the Project unless that air transportation is provided by
U.S.-flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance
with the requirements of the lnternational Air Transportation Fair Competitive Practices Act
of 1974, as amended, 49 U.S.C. S 40118, and with U.S. GSA regulations, "Use of United States
Flag Air Carriers," 41 C.F.R. SS 301-10.131 through 301-10.143.
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. SS 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
4220.1F, "Third Party Contracting Requirements," to the extent those provisions are consistent
with SAFETEA-LU provisions and with any subsequent amendments thereto, except to the
extent the Department or the FTA determines otherwise in writing. Although the FTA "Best
Practices Procurement Manual" provides additional procurement guidance, the Contractor
understands that the FTA "Best Practices Procurement Manual" is focused on third party
procurement processes and may omit certain Federal requirements applicable to the third party
conlract work to be performed. The Contractor shall establish writlen procurement procedures
that comply with the required Federal and State standards.
b. Full and Ooen Competition. ln accordance with 49 U.S.C. S 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. Exclusionarv or Discriminatorv Soecifications. Apart from inconsistent
requirements imposed by Federal laws or regulations, the Contractor agrees to comply with the
requirements of 49 U.S.C. S 5325(h) by not using any Federal assistance awarded by FTA to
support a procurement using exclusionary or discriminatory specifications.
d. Geoqraohic 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 lo compete.
e. ln-State Bus Dealer Restrictions. The Contractor agrees that in accordance
with 49 U.S.C. S 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. Neutralitv 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. S 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.
Revised 04/16/201 5
Page l8 of40
g. Federal Suoolv Schedules. Slate, 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 pa(icipate in force account costs.i. Department Technical Review. The Contractor agrees to permit the
Department to review and approve the technrcal specrfications and requirements to the extent
the Department believes necessary to ensure proper Project administration. The Contractor
agrees to submit the following to the Department for its review and approval prior to solicitation:
(1 ) Newadapted 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 shellers.j. Deoartment Pre-award Approval. The Contractor agrees to submit
procurement documents to the Department for its review and approval prior to award of a
contracv subcontract under this Agreement for any of the following:(1) All new{ype 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" producl or sole source purchase equal to or greater
than $2,500;(4) Any contracusubcontract 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 modificatron 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. Proiect Aooroval/Third Partv Contract Aoproval. 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-competrtive third party contract associated with the Project.
l. Preference for Recvcled Products. To the extent applicable, the Contractor
agrees to comply with U.S. EPA regulations, "Comprehensive Procurement Guidelines for
Products Containing Recovered Materials," 40 C.F.R. Part247, 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. S 7414, and
other applicable provisions of the Clean Air Act, as amended,42 U.S.C. $$ 7401 through
7671q; and
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(2) Section 508 of the Clean Water Act, as amended, 33 U.S.C. S 1368,
and other applicable requirements of the Clean Water Act, as amended, 33 U.S.C. SS 1251
through 1377.n. National lntellioent Transoortation Svstems Architecture and Standards. To
the extent applicable, the Contractor agrees to conform to the National lntelligent Transportation
Systems (lTS) Architecture and Standards as required by SAFETEA-LU S 5307(c), 23 U.S.C. S
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 delermines otherwise in writing.o. Rollino Stock. ln acquiring rolling stock, the Contractor agrees as follows:
(1 ) Method of Acouisition. The Department's Public Transportation
Division, through the North Carolina Department of Administration, Purchase and Contract
Division, awards vehicle conlracts for its grant recipients to purchase public transit vehicles.
These vehicle conlracts 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-vear Ootions. ln accordance with 49 U.S.C. S 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. S 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. S 5323(m), as amended by SAFETEA-LU conflict with FTA's
implementing regulations, as currently promulgated, the provisions of 49 U.S.C. S 5323(m), as
amended, prevail.
(4) Bus Testinq. To the extent applicable, the Contractor agrees to comply
with the requirements of 49 U.S.C. S 5318(e) and FTA regulations, "Bus Testing," 49 C.F.R.
Part 665, and any amendments to those regulations that may be promulgated.
p. Bondinq. 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. Enqineerino, Desiqn. or Related Services. For all architectural,
engineering, design, or related services the Contractor shall use qualifications-based
competitive proposal [Request for Qualifications (RFQ) in accordance with the Brooks Act]
procedures. The Contractor shall follow applicable statutes, N.C.G.S. 143-64.31-34 and
requirements set forth in FTA Circular 4220.1F, 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.
Revised 04/16/2015
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(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) Programmanagement;(b) Constructionmanagement;(c) Feasibility studies; and(d) Preliminaryengineering, design, architectural, engineering,
surveying, mapping, and related services.(4) The Contractor also agrees to:(a) lnclude applicable Federal requirements and cenifications in the
solicitation;(b) Submit procurement documents to the Department for its review
and approval prior to the award of any contract for A&E services
for the Project; and(c) Maintain written documentation to support each step of the
procurement process.
r. Desion-Bid-Build Proiects. 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. Desiqn-Build Proiects. The Design-Build method of construction is where a
single contractor is given responsibility for both design and conslruction, thus eliminating an
intermediate procurement step with possible time saving, and more effective coordinalion and
opportunities for cost savings. Currently, this procurement method is not an allowable method
of procurement by the State of North Carolina. The Contractor may request to use the design-
build method as an "alternate" method. Submission of justification must be presented to the
State Building Commission for a 2|3-majorily vote of approval. One of the drawbacks of design-
build is that the owner does not have an independent source (the A,/E in traditional construction)
overseeing design implementation and verifying conformance with the drawings and
specifications.
t. Competitive Prooosal/Request for Prooosal (RFP). The competitive proposal/
request for proposal (RFP) method of procurement is normally conducted with more than one
source submitting an offer, i.e., proposal. Either a fixed price or cost reimbursement type
contract is awarded. This method of procurement is generally used when conditions are not
appropriate for the use of sealed bids. The Contractor acknowledges that certain restrictions
apply under North Carolina law for use ofthe 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 (lFB) 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)1. This applies to electronic data processing goods and services, telecommunications
Revised 04/16/2015
Page 21 of 40
goods and services, securily goods and services, microprocessors, software, information
processing, office systems, any services related to the foregoing, and consulting or other
services for design or redesign of information technology supporting business processes. The
Contractor will comply with the following minimum requirements [N.C.G.S. 143-129.8):(a) Notice of the request for proposals shall be given in accordance
with N.C.G.S. 1 43-129(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. 143-1 35.9 in developing and evaluating requests for proposals.
(d) The Contractor may negotiate with any proposer in order to
obtain a final contract that best meets the needs of the Contractor.(e) Any negotiations shall not alter the contract beyond the scope of
the original request for proposals in a manner that deprives the proposers or potential proposers
of a fair opportunity to compete for the contract; and would have resulted in the award of the
contract to a different person or entity if the alterations had been included in the requesl for
proposals.(f) Proposals submitted shall not be subject to public inspection until
a contract is awarded.(3) The Contractor agrees that the RFP method, in accordance with FTA
Ciculat 4220.1F, 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
restriclions 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 thrs Agreement. For all
architectural, engineering, design, or related seruices, 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;(S) 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) ln determining which proposal is most advantageous, the
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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. ln 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{erm operating efficiency and lower long-
term costs). When specified in bidding documents, factors such as discounts, transportation
costs, and life cycle costs will be considered in determining which bid is lowest. Prior to the
award of any contract equal to or greater than $2,500 to other than apparent lowest bidder, the
Contractor shall submit its recommendation along with basis/reason for selection to the
Department for pre-award approval.v. Award to Responsible Contractors. The Contractor agrees to award third
party contracts only to responsible contractors who possess potential ability to successfully
perform under the terms and conditions of the proposed procurement. Consideration will be
given to such matters as contractor integrity, compliance with public policy, record of past
performance, and financial and technical resources. Contracts will not be awarded to parties
that are debarred, suspended, or otherwise excluded from or ineligible for participation in
Federal assistance programs or activities in accordance with the Federal debarment and
suspension rule, 49 C.F.R. 29. For procurements over $25,000, the Contractor shall comply,
and assure the compliance of each third party contractor and 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 debarmenususpension status at the following Web site:
http://epls.arnet.gov/.w. Procurement Notification Reouirements. 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 Svstem. The Contractor shall maintain a contracl
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 Partv 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. S 5325(g), and retain such documents for at least five (5) years after project completion.
Section 17. Leases.
a. CaDital 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 lnvolvino Certificates of Participation The Contractor agrees to
obtain the Department's concurrence before entering into any leasing arrangement involving the
issuance of certificates of participation in connection with the acquisition of any capital asset.
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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 data furnished under the Project. The Contractor shall not be required
to indemnify the Federal or State Government for any such liability caused by the wrongful acts
of Federal or State employees or agents.
Section 19. Use of Real Propertv. Equipment. and Supplies. The Contractor
understands and agrees that the Federal Government relains a Federal and the State
Government retains a State interest in any real property, equipment, and supplies financed with
Federal or State assistance (Project property) until, and to the extent, thal the Federal or State
Government relinquishes its Federal or State interest in that Project property. With respect to
any Pro.lect property financed with Federal or State assistance under this Agreement, the
Conlractor agrees to comply with the following provisions of this Agreement, except to the
extent FTA or the Department determines olherwise in writing:
a. Use of Proiect Propertv. The Contractor agrees to maintain continuing
control of the use of Project property to the exlent satisfactory to the Department. The
Contractor agrees to use Project property for appropriate Project purposes (which may include
joinl 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 Pro.iect 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. ln 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. SS 19.30 through 19.37, including any amendments thereto, and with
other applicable Federal and State regulations and directives. Any exception to the
requiremenls of 49 C.F.R. SS 19.30 through 19.37 requires the express approval of the Federal
Government in writing. The Contractor also consents to the Department's reimbursement
requiremenls for premature dispositions of certain Project equipment, as set forth in Subsection
19i of this Agreement.
c. Maintenance and lnsoection of Vehicles. Facilities and Other Proiect
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.
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e. lncidental 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 Fuelinq Facilities. As authorized by 49 U.S.C. S 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) lncidental 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. ln
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 Proiect Propertv. 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 Proiect Propertv. 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 Pro.lect property financed with Federal/State assistance under this
Agreement.(3) Leasinq Proiect Propertv 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.
lf 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
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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. ln accordance with
Subsection 29 of this Agreement, regardless of assignment of work to be completed under this
Project or lease of Project assets to a third party, it is the Contractor's primary responsibility to
comply with Federal and State requirements of this Agreement and assure the compliance of
any third party contractors.(b) Lease of Vehicles. The lease of vehicles acquired with financial
assistance authorized for 49 U.S.C. 5310 to any third party is contingent upon approval of the
Department. lt is allowable to lease vehicles to another Community Transportation System
providing general public service in the State of North Carolina, upon approval of the
Department. lt 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 managemenl
company. The Contractor agrees to obtain written approval from the Department before the
lease is executed and foMard a copy of the signed, executed lease agreement to the
Department. The Contractor, as a Community Transportation System, shall not lease vehicles
to human service agencies, county agencies/government, community agencies or school
systems. The Contractor agrees not to loan vehicle(s) to other agencies/individuals for short-
term use, even during hours that the transportation system is not providing service, as the
vehicle(s) will generally be used to provide service that is "closed-door," i.e., not open to the
general public.
i. Disposition of Proiect Property. With prior Department approval, the
Contractor may sell, transfer, or lease Pro.ject 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. S 5334(hX4). 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 Prolect property after notifying and receiving
disposition instructionsfrom the Department.(1) Proiect Prooertv Whose Useful Life Has Exoired. When the useful life
of Project property has expired, the Contractor agrees to comply with the Department's
disposition requ irements.(2) Proiect ProDertv Prematurelv Withdrawn from Use. For Project
property withdrawn from appropriate use before its useful life has expired, the Contractor agrees
as follows:(a) Notification Reouirement. 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) Calculatinq the Fair Market Value of Prematurelv Withdrawn
Proiect Prooertv. 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 amounl 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. Eouioment and Supolies. The Contractor agrees that the
fair market value of Project equipment and supplies shall be calculated by straighlline
depreciation of that property, based on the useful life of the equipment or supplies as
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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. ln 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 Propertv. 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. Paft 24, ot 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. ln 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. ln determining whether to approve such a
request, the Department may consider any action taken, omission made, or unfortunate
occurrence suffered by lhe Contractor with respect to the preservation of Project property
withdrawn from appropriate use.(c) Financial Obliqations 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. ln turn, the
Department shall be responsible to remit the Federal interest to the FTA. In the case of fire,
casualty, or natural disaster, the Contractor may fulfill its obligations to remit the Federal and
state interest by either: 1. rnvesting an amount equar to the remaining Federar 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. lnsurance Proceeds. lf the Contractor receives insurance proceeds as a
result of damage or destruction to the Pro.iect property, the Contractor agrees to:
(1) Apply those insurance proceeds to the cost of replacing the damaged
or destroyed Project property taken out of service, or
(2\ Return to the Department an amount equal to the remaining Federal
and State interest in the damaged or destroyed Project property.
k. Transportation - Hazardous Materials. The Contractor agrees to comply with
applicable requirements of U.S. Pipeline and Hazardous Materials Safety Administration
regulations, "shippers - General Requirements for Shipments and Packagings," 49 C.F.R. Part
173, in connection with the transportation of any hazardous materials.
l. Misused or Damaqed Proiect Propertv. lf 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 Proiect Closeout. The Contractor agrees that Proiect
closeout by the Department will not change the Contractor's Proiect property management
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responsibilities as stated in Section 19 of this Agreement, and as may be set forth in
subsequent Federal and State laws, regulations, and directives, except to the extent the
Department determines otherwise in writing.
Section 20. lnsurance & Real Propertv.
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 frequenlly 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 lhe 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.
ln addilion to other insurance requirements that may apply, the Contractor agrees as follows:
a. Minimum Requirements. At a minimum, the Contractor agrees to comply with
the insurance requirements normally imposed by North Carolina State and local laws,
regulations, and ordinances, except to the extent that the Department determines otherwise in
writing.
b. Flood Hazards. To the extent applicable, the Contractor agrees to comply
with the flood insurance purchase provisions of Section 102(a) of the Flood Disaster Protection
Act of 1973, 42 U.S.C. S 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. SS 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 rs 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 4,2005.1 These requirements apply to relocation in
conneclion with all interests in real property acquired for the Project regardless of Federal
participation in the costs of that real property.
b. Nondiscrimination in Housinq. ln 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 Vlll of the Civil Rights Act of 1968, as
amended, 42 U.S.C. SS 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. S 3608 note.
c. Prohibition Aqainst Use of Lead-Based Paint. ln 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. S 4831(b), and the provisions of U.S. Housing and Urban
Development regulations, "Lead-based Paint Poisoning in Certain Residential Structures,"
Section 22. Real Propertv. For real property acquired with Federal assistance, the
Contractor agrees as follows:
a. Land Acouisition. The Contractor agrees to comply with 49 U.S.C. S 5324(a),
which requires compliance with the Uniform Relocation Assistance and Real Property
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Acquisition Policies Act of 1970, as amended,42 U.S.C. $$ 4601 et seq.; and with U.S. DOT
regulations, "Uniform Relocation Assistance and Real Property Acquisition for Federal and
Federally Assisted Programs," 49 C.F.R. Part 24. [See, new U.S. DOT final rule, "Uniform
Relocation Assistance and Real Property Acquisilion for Federal and Federally Assisted
Programs," 49 C.F.R. Parl24,70 Fed. Reg.590 et seq., January4,2005.l These requirements
apply to all inlerests in real property acquired for Project purposes regardless of Federal
participation in the cost of that real property.
b. Covenant Assurino Nondiscrimination. The Contractor agrees to include a
covenanl in the title of the real property acquired for the Pro.ject to assure nondiscrimination
during the useful life of the Pro.lect.
c. Recordinq Title to Real Prooertv. 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 Pro.ject 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
pro perty.
(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.
d. Department Aooroval of Chanqes in Real Propertv Ownership. The
Contractor agrees that it will not dispose of, modify the use of, or change the terms of the real
property title, or other interest in the site and facilities used in the Project without prior written
permission and instructions from the Department.
e. Disoosal of Real Property
(1) lf 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 Contraclor 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. Draftinq, Review, and Aoproval of Construction Plans and SDecifications.
The Contractor agrees to submit drawings, designs, and/or description of work for construction,
renovation, or facility improvement projects, including the purchase or construction of bus
shelters to the Department for its review and approval prior to solicitation.
b. MBEMBE/DBE Particioation. 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. Supervision 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.
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e. Proiect Manaqement for Maior Caoital Proiects. 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 FTA may issue.f. Seismic Safetv. The Contractor agrees to comply with the Earthquake
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. S 7704 note, and with U.S. DOT regulations, "Seismic Safety," 49
C.F.R. Part 41, specifically,49 C.F.R. S 41.117.
Section 24. Emplovee 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:(1) Davis-Bacon Act, as amended, 49 U.S.C. $ 5333(a), which requires
compliance with the Davis-Bacon Act,40 U.S.C. SS 3141 et seq., and implementing U.S. DOL
regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed
and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction
Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5;(2) Contract Work Hours and Safetv Standards Act, as amended, 40
U.S.C. SS 3701 et seq., specifically, the wage and hour requirements of Section 102 of that Act
at 40 U.S.C. S 3702, and implementing U.S. DOL regulations, "Labor Standards Provisions
Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor
Standards Provisions Applicable to 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 implemenling U.S. DOL regulations, "Safety and Health
Regulations for Construction,' 29 C.F.R. Part 1926; and(3) Cooeland "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 lnvolvinq 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. gg 3701 et seq., in
particular the wage and hour requirements of Section 102 of that Act at 40 U.S.C. S 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. Part 5.
c. Activities lnvolvino Commerce. The Contractor agrees that the provisions of
the Fair Labor Standards Act, 29 U.S.C. gg 201 et seq., apply to employees performing project
work involving commerce.
d. Public Transoortation Emolovee Protective Arranoements for Proiects in Non-
urbanized Areas Authorized bv 49 U.S.c. Q 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 rransportation 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. SS 4321 through 4335; the
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Clean Air Act, as amended, 42 U.S.C. SS 7401 through7671q and scattered sections of Title 29,
United States Code; the Clean Water Act, as amended, 33 U.S.C. $$ 1251 through 1377: the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. $$ 690'1 through 6992k; the
Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42
U.S.C. SS 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 Policv. 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. S 5159, if applicable); Executive Order No.
11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. S 4321
note; FTA statutory requirements at 49 U.S.C. S 5324(b); U.S. Council on Environmental Quality
regulations pertaining to compliance with NEPA, 40 C.F.R. Parts 1500 through 1508; and joint
FHWA/FTA regulations, "Environmental lmpact and Related Procedures," 23 C.F.R. Pafi 771
and 49 C.F.R. Pan 622, and subsequent Federal environmental protection regulations that may
be promulgated. As a result of enactment of 23 U.S.C. SS 139 and 326 as well as to
amendments to 23 U.S.C. S 138, environmental decision-making requirements imposed on FTA
projects to be implemented consistent with the joint FHWA/FTA document, "lnterim Guidance
for lmplementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for
Joint FHWAJFTA Authorities," dated September 2, 2005, and any subsequent applicable
Federal directives that may be issued, except to the extent that FTA determines otheruuise in
writing.
b. Air Qualitv. 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. SS 7401
through 7671q, and:(1) The Contractor agrees to comply with the applicable requirements of
Section 176(c) of the Clean Air Act, 42 U.S.C. S 7506(c), consistent with the joint FHWtuFTA
document, "lnterim Guidance for lmplementing Key SAFETEA-LU Provisions on Planning,
Environment, and Air Quality for Joint FHWA/FTA Authorities," dated September 2, 2005, and
any subsequent applicable Federal directives that may be issued; with U S. EPA regulations,
"Conformity to State or Federal lmplementation 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
lmplementation 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 Coniractor 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
lmplemeniation Plan (SlP) as a Transportation Control Measure will be wholly consistent with
the design concept and scope of the Project described in the SlP.
Revised 04/16/2015
Page 3 I of40
(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 Pollulion from Mobile
Sources," 40 C.F.R. Part 85; "Control of Air Pollution from New and ln-Use Motor Vehicles and
New and ln-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. S
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. SS 1251 through
1377. ln addition:(1) The Contractor agrees lo protect underground sources of drinking
water consistent with the provisions of the Safe Drinking Water Act of 1974, as amended, 42
U.S.C. SS 300fthrough 300j-6.(2) The Contractor agrees to comply with notice of violating facility
provisions of Executive Order No. 1 1738, "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. S
7606 note.
d. Use of Public Lands. The Contractor agrees that in implementing its Project,
it will not use any publicly owned land from a park, recreation area, or wildlife or waterfowl
refuge of national, State, or local significance as determined by the Federal, State, or local
officials having jurisdiction thereof, and it will not use any land from a historic site of national,
state, or local significance, unless the Federal Government makes the findings required by 49
U.S.C. SS 303(b) and 303(c). The Contractor also agrees to comply with joint FHWA/FTA
regulations, "Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites," 23
C.F.R. Parts 771 and774, 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. gg 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 Manaqement. The Contractor agrees to assure Project
consistency with the approved State management program developed under the Coastal Zone
Management Actof 1972, as amended, 16 U.S.C. gg 1451 through 1465.g. Wetlands. The Contractor agrees to facilitate compliance with the protections
for wetlands in accordance with Executive Order No. 1 1990, as amended, "protection of
Wetlands," at 42 U.S.C. g 4321 note.h. Floodolains. The Contractor agrees to comply with the flood hazards
protections in floodplains in accordance with Executive Order No. 1 1988, as amended,
"Floodplain Management," 42 U.S.C. g 4321 note.i. Endanoered Soecies 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. gg 1531 through 1544, and the Magnuson Stevens Fisheries
Conservation Act, as amended, 16 U.S.C. SS'1801 et seq.
Revised 04/16/2015
Page 32 of40
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. S 470f; with Executive Order No. 11593,
"Protection and Enhancement of the Cultural Environment," 16 U.S.C. S 470 note; and with the
Archaeological and Historic Preservation Acl ol 1974, as amended, 16 U.S.C. $$ 469a through
469c, as follows:(1) ln 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. lndian Sacred Sites. The Contractor agrees to facilitate compliance with the
preservation of places and objects of religious importance to American lndians, Eskimos,
Aleuts, and Native Hawaiians, in compliance with the American lndian Religious Freedom Act,
42 U.S.C. S 1996, and with Executive Order No. 13007, "lndian Sacred Sites," 42 U.S.C. S 1996
note, except to the extent the Federal Government determines otherwise in writing.
l. Mitiqation of Adverse Environmental Effects. Should the proposed Project
cause or result in adverse environmental effects, the Contractor agrees lo take all reasonable
measures to minimize the impact of those adverse effects, as required by 49 U.S.C. S 5324(b),
and other applicable Federal laws and regulations, including 23 C.F.R. Parl771 and 49 C.F.R.
Pan622. The Contractor agrees to comply with all environmenlal mitigation measures that may
be identified as commitments in applicable environmental documents, (i.e., environmental
assessments, environmental impact statements, memoranda of agreement, and other
documents as required by 49 U.S.C. S 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. Enerqv Conservation. The Contractor agrees to comply with the North
Carolina Energy Policy Act of 1975 (N.C.G.S. 1138) 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
modified with FTA assistance, as provided in
Assessments," 49 C.F.R. Parl622, Subpart C.
building constructed, reconstructed, or
regulations, "Requirements for Energy
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 pursuanl 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
Revised 04/ l612015
any
FTA
Page 33 of 40
charter services unless it is determined that there are no willing and able charter operators in
the service area. Federal law does not provide exceptions to these regulations for vehicles that
are loaned or leased to other agencies or entities.
The Contractor agrees that neither it nor any public transportation operator performing
work in connection with a Project financed under 49 U.S.C. chapter 53 will engage in charter
service operations, except as authorized by 49 U.S.C. S 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 rn 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 transporlalion 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 transportalion
operators, except as authorized by 49 U.S.C. SS 5323(f) or (g), as applicable, and FTA
regulations, "School Bus Operations," 49 C.F.R. Part 605, and any subsequent School
Transportation Operations regulations or FTA directives that may be issued. Any school
lransportation 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 transportalion operations agreement the violator will be
barred from receiving Federal transit assistance in an amounl to be determined by FTA or U.S.
DOT.
Section 29. Geoqraphic lnformation and Related Spatial Data. ln accordance with
U.S. OMB Circular A-16, "Coordination of Geographic lnformation and Related Spatial Data
Activities," August 19,2002, the Contractor agrees to implement its Pro.iect 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 Svstem,
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. SS 205a et seq.;
Executive Order No. 12770, "Mekic Usage in Federal Government Programs," 15 U.S.C. g 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 Safetv. 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 Resoonsibilitv. 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
Revised 04/16/2015
Page 34 of40
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
under49 U.S.C. SS s307,5310,5311,5316 5317,49 C.F.R. Part
387 is modified by 49 U.S.C. S 31 138(e)(a) 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 belween states), the Contractor agrees lo comply with
U.S. FMCSA regulations, Subpart B, "Federal Motor Carrier
Safety Regulations," at 49 CFR Parts 390 through 396.
b. Driver Qualifications. The Contractor agrees to comply with U.S. FMCSA's
regulations, "Commercial Driver's License Standards, Requirements, and
Penalties," 49 C.F.R. Part 383.
c. Substance Abuse Rules for Motor Carriers. The Contractor agrees to comply
with U.S. FMCSA'S regulations, "Drug and Alcohol Use and Testing
Requirements," 49 C.F.R. Part 382, which apply to transit providers that
operate a commercial motor vehicle that has a gross weight rating over
26,000 pounds or is designed to transport sixteen (16) or more passengers,
including the driver.
Section 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
Drug Use in Transit Operation," 49 CFR Part 655 and the following Federal substance abuse
regulations:
Federal Certification Reqardino Alcohol Misuse and Prohibited Druq Use. As required by FTA
regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use ln Transit Operations," at
49 CFR part 655, subpart l, 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. Druq-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. SS 701 et seq.
b. Alcohol Misuse and Prohibited Druq Use. FTA regulations, "Prevention of
Alcohol Misuse and Prohibited Drug Use in Transit Operations," 49 C.F.R. Part 655, that
implement 49 U.S.C. S 5331.
Section 33. Safe Operation of Motor Vehicles.
The Recipient agrees as follows:
a. Seat Belt Use. ln accordance with the provisions of Executive Order No. 13043,
"lncreasing Seat Belt Use in the United States," April 16, 1997, 23 U.S.C. S 402 note, the
Recipient is encouraged to adopt and promote on-the-job seat belt use policies and
Revised 04/16/2015
Page 35 of 40
programs for its employees and other personnel that operate company-owned, renled,
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 Drivinq includesText Messaoino While Drivino. ln accordance with
Executive Order No. 13513, Federal Leadership on Reducing Text Messaging While Driving
October 1, 2009, 23 U.S.C.A. S 402 note, and DOT Order 3902.10, Text Messaging While
Driving December 30, 2009, the Grantee is encouraged to comply with the term of the following
Special Provision.
a. Definitions. As used in this Special Provision:
(1) "Driving" means operating a motor vehicle on a roadway, including while
temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. "Driving
does not include being in your vehicle (with or without the motor running) in a location off
the roadway where it is safe and legal to remain slationary.
(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 o{
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. Safetv. 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 vehiclesi
(b) Privately-owned vehicles when on official Project related business or
when performing any work for or on behalf of the Project; or
(c) Any vehicle, on or off duty, and using an employer supplied electronic
device.
(2) Conduct workplace safety initiatives in a manner commensurate with the
Grantee s size, such as:
(a) Establishment of new rules and programs or re-evaluation of existing
programs to prohibit text messaging while driving: and
(b) Education, awareness, and other outreach to employees about the
safety risks associated with texting while driving.
(3) lnclude 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 Securitv lnformation. To the extent applicable,
the Contractor agrees to comply with 49 U.S.C. S 401 19(b) and implementing U.S. DOT
regulations, "Protection of Sensitive Security lnformation," 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 lnformation," 49 C.F.R. part 1520.
Section 36. Disputes. Breaches. Defaults. or Other Litiqation. 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:
Revised 04/16/2015
Page 36 of40
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. lf 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. ln turn,
the Department shall be responsible for notifying FTA.
b. Federal/State lnterest in Recoverv. The Federal/State Government retains
the right to a proportionate share, based on the percentage of the Federal/State 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 Disoute 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 instituling 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 ll or Title XVlll of the
Social Security Act, 42 U.S.C. $$ 401 el seq., or 42 U.S.C. SS 1395 et. seg., respectively
Section 38. Amendments/Revisions to the Proiect. 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 Pro.ject. 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. lnformation Obtained Throuqh lnternet Links. This Agreement may
include electronic linksAlVeb 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. Severabilitv. lf any provision of the FTA Master Agreement or this
Agreement for the Project is determined invalid, the remainder of that Agreement shall not be
Revised 04/16/2015
Page 37 of 40
affected if that remainder would continue to conform to the requirements of applicable
Federal/State laws or regulations.
Section 41. Termination of Aqreement.
a. The Depa(ment of Transoortation. ln the event of the Contraclor'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 Pro.iect. ln general, termination of Federal and
State assistance for the Project will not invalidate obligations properly incurred by the Contractor
before the termination date to the extent those obligations cannot be canceled- lf, however, the
Department determines that the Contractor has willfully misused Federal/State assistance by
failing to make adequate progress, failing to make reasonable and appropriate use of Project
property, or failing to comply with the terms o{ 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 nol, by itself, constitute an
expiration or termination of the Agreement for the Project. The Department, before issuing
notice of Agreement termination, shall allow the Contractor a reasonable opportunity to correct
for noncompliance. Upon noncompliance with the nondiscrimination section (Section 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. 1 1246
and No. 1 1375, 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
otheMise provided by law. ln 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.
ln the event that the Contractor does not comply with the provisions of this Agreement, the
Department shall impose such sanction to the pro1ect 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.
Revised 04/16/201 5
For the Dr
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Name: MS. MYRA FREEMAN
Title: FINANCIAL MANAGER
Agency: NCDOT/PTDMSC: 1550 MSC
Citylzip: RALEIGH NC 27699-1550
Phone: 919-733-4713.EXTENSlON277
Fax: 919-733-2304Email: MSFREEMANl@NCDOT.GOV
Name: MS. MYRA FREEMANTitle: FINANCIAL MANAGER
Agency: NCDOT/PTDStreet TRANSPORTATION BLDG
Address: 1 S WILMINGTON ST RM 524
City: RALEIGH NC
For the Contractor:
Page 38 of 40
Section 43. Federal Certification Reqardinq Debarment. The Contractor certifies, by
signing this Agreement, its compliance with Subsection 7c of this Agreement.
Section 44. Federal Certification Reqardinq Alcohol Misuse and Prohibited Druq
!9e. As required by FTA regulations, "Prevention of Alcohol l\4isuse and Prohibited Drug Use in
Transit Operations," at 49 CFR part 655, subpart l, 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. lncorporation of FTA Terms:
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 422O.1F, 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.
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Name: -tcreta }tc'.le{L
Title: @ioits { Protec+ Nta\1st
Agency: $ c,..) \\clrorltr Cot.n\
i::t|":r, 33o Govtrann(n+ e+Dr fl( lb:
6n d'p, 'r:it*\^ k)^ N( J9{03
E::*'.,?J:;"t1:"#,tu
Email: thpute {* 6 nhcqorr.tonl
Name: {s sp 5q H e_i^:t trriue: Ci.*ti"{"pfii'.tl Ana.(qst
Agency: a12,r,r tt0novtr [b.nt1Street Eino.c< \<.Oar{ ut *}
3fli1"-q119,,,[S'^+ c'r,- br
1.J;t,'.tqton NC a8'{03
Revised 04/16/2015
Page 39 of40
lN 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.
NEW HANOVER COUNTY
CONTRACTOR'S FEDERAL TAX ID NUMBER:
CONTRACTOR'S FISCAL YEAR END:
SECRETARY
aA- boooba'[
-),^n. 3ovk-
t"' dlt -Y*;.-
rlrlE: ,Np"+1 coUNrY MANAGER
ArrESr: d ,- l-,1^.1 ,rrrlE: Acl*vri,rkl.,v"r(f '
',ol
ATTEST:
TITLE:
(sEAL)
DEPARTM ENT OF TRANSPORTATION
TITLE: DEPUTY SECRETARY FOR TRANSIT
BY:
Revised 0411612015
Attachment B
Certifi cation Regarding Lobbying
(for bids and/or awards)
The Contractor certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
an agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
(2) lf 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 lhe award
documents for all subawards at all tiers (including subconlracts, 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
lransaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31 , U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
Contractor's Authorized Representative: &,= , \
'
Delegation of Authority
as the designaled pany for
with authority to submit funding applications and enter into contracts with the Department of Transportation and
execute all agreements and contracts with the Norrh Carolina Department of Transportation, Public Transportation
Division, hereby delegate authority to the individual(s) filling the positions as indicated below:
Primary Designee:
Reimbursement Requests: ffv". E No
Budget Revisions: ! Yes EI No
Budget Amendments: ! Yes El No
Period of Performance Extensions: !Yes MNo
(Name & Primary Designce s
Alternate Designee:
(opnonal)
,lNer-i.Ho,^ote. C o,rn*\
(Allfrnale Desrgnee s Agenc\ )
Reimbursement Requests:
Budget Revisions:
Budget Amendments:
ffy". E No
! Yes M'No
I Yes El'No
Period of Performance Extensions: ! Yes EKNo
(Namc Altemale Desrgnec s
Date: lo lq L .
Authorizedofficial'sTyped/PrintedName: Iilri\ rl{\. Prw,kr .\.o..{v 0o,^^},, [,]\o^r,or-
Please submir to: NCDOT/PTD
Attn: Chrrlie Wright
1550 Msil Servic€ Center
R.leigh, NC 276E1-1550
J
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