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representatives, access to all third party contract records to the extent required by 49 U.S.C. §
<br />5325(8), and retain such documents for at least five (5) years after project completion.
<br />o. Rolling Stock. In acquiring rolling stock, the Contractor agrees as follows:
<br />(1) Method of Acquisition. The Department's Public Transportation
<br />Division, through the North Carolina Department of Administration, Purchase and Contract
<br />Division, awards vehicle contracts for its grant recipients to purchase public transit vehicles.
<br />These vehicle contracts comply with FTA and State requirements. The Contractor will utilize
<br />these vehicle contracts to purchase public transit vehicles included in the Approved Budget for
<br />this Project. For public transit vehicles not included in these contracts, the Contractor shall
<br />conduct a competitive procurement process in accordance with this Agreement.
<br />(2) Multi-year Options. In accordance with 49 U.S.C. § 5325(e)(1), the
<br />Contractor may not enter into amulti-year contract with options, exceeding five (5) years after
<br />the date of the original contract, to purchase additional rolling stock and replacement parts.
<br />(3) Pre-Award and Post-Delivery Requirements. The Contractor agrees
<br />to comply with the requirements of 49 U.S.C. § 5323(m) and FTA regulations, "Pre-Award and
<br />Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. Part 663 and, when promulgated,
<br />any amendments to those regulations. The Contractor understands and agrees that to the
<br />extent the provisions of 49 U.S.C. § 5323(m), as amended by SAFETEA-LU conflict with FTA's
<br />implementing regulations, as currently promulgated, the provisions of 49 U.S.C. § 5323(m), as
<br />amended, prevail
<br />Section 12. Leases.
<br />a. Capital Leases. To the extent applicable, the Contractor agrees to comply
<br />with FTA regulations, "Capital Leases," 49 C.F.R. Part 639, and any revision thereto.
<br />b. Leases Involving Certificates of Participation. The Contractor agrees to
<br />obtain the Department's concurrence before entering into any leasing arrangement involving
<br />the issuance of certificates of participation in connection with the acquisition of any capital
<br />asset.
<br />Section 13. Hold Harmless. Except as prohibited or otherwise limited by State law or
<br />except to the extent that the Department determines otherwise in writing, upon request by the
<br />State Government, the Contractor agrees to indemnify, save, and hold harmless the State
<br />Government and its officers, agents, and employees acting within the scope of their official
<br />duties against any liability, including costs and expenses, resulting from any willful or
<br />intentional violation by the Contractor of proprietary rights,. copyrights, or right of privacy,
<br />arising out of the publication, translation, reproduction, delivery, use, or disposition of any data
<br />furnished under the Project. The Contractor shall not be required to indemnify the State
<br />Government for any such liability caused by the wrongful acts of State employees or agents.
<br />Section 14. Use of Real Property, Equipment, and Supplies. The Contractor understands
<br />and agrees that the State Government retains a State interest in any real property, equipment,
<br />and supplies financed with State assistance (Project property) until, and to the extent, that the
<br />State Government relinquishes its State interest in that Project property. With respect to any
<br />Project property financed with State assistance under this Agreement, the Contractor agrees to
<br />comply with the following provisions of this Agreement, except to the extent the Department
<br />determines otherwise in writing:
<br />a. Use of Project Property. The Contractor agrees to maintain continuing
<br />control of the use of Project property to the extent satisfactory to FTA. The Contractor agrees
<br />to use Project property for appropriate Project purposes (which may include joint development
<br />purposes that generate program income, both during and after the award period and used to
<br />support public transportation. activities) for the duration of the useful life of that property, as
<br />required by the Department. Should the Contractor unreasonably delay or fail to use Project
<br />property during the useful life of that property, the Contractor agrees that it may be required to
<br />NCDOT/PTD/FM
<br />Revised 8/4/2008 Page 18 of 28
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