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Section 5. Contractor's Capacity.
<br /> a. IRS Tax Exemption Letter. The Contractor acknowledges that proof of IRS tax-
<br /> exempt status as a nonprofit organization, as defined in Internal Revenue Code Section 501(c)(3), must
<br /> be submitted to the Department prior to execution of this Agreement and disbursement of funds. The
<br /> Contractor agrees to submit a tax exempt letter, ruling and determination letter, or other document
<br /> issued by the Internal Revenue Service, which will be incorporated into this Agreement as Attachment
<br /> A.
<br /> b. No Overdue Tax Debts Certification. The Contractor shall complete and submit to the
<br /> Department a sworn written statement pursuant to N.C.G.S. 143C-6-23(c), stating that the Contractor
<br /> does not have any overdue tax debts, as defined by G.S. 105-243.1, at the Federal, State, or local
<br /> level. The Contractor acknowledges that the written statement must be submitted to the Department
<br /> prior to execution of this Agreement and disbursement of funds. The certification will be incorporated
<br /> into this Agreement as Attachment B.
<br /> C. The Contractor also agrees to maintain sufficient legal, financial, technical, and
<br /> managerial capability to:
<br /> (a) Plan, manage, and complete the Project and provide for the use of
<br /> Project property;
<br /> (b) Carry out the safety and security aspects of the Project; and
<br /> (c) Comply with the terms of this agreement, the Master Agreement
<br /> between the FTA and the Department, the Approved Project Budget, the Project schedules, the
<br /> Contractor's annual Certifications and Assurances to the Department, and applicable Federal and State
<br /> laws, regulations, and directives.
<br /> d. Administrative Requirements. The Contractor agrees to comply with the following
<br /> Federal and State administrative requirements:
<br /> (1) U.S. DOT regulations, "Uniform Administrative Requirements for Grants and
<br /> Agreements with Institutions of Higher Education, Hospitals, and Other Non-
<br /> Profit Organizations," 49 C.F.R. Part 19 at
<br /> (http://www.access.gpo.gov/nara/cfr/cfr-table-search.htmI#page1).
<br /> (2) Title 9 North Carolina Administrative Code (N.C.A.C.) Subchapter 3M at
<br /> (hftp://reports.oah.state.nc.us/ncac.asp).
<br /> (3) Title 19A N.C.A.0 Subchapter 5B.
<br /> e. Application of Federal, State, and Local Laws, Regulations, and Directives. To
<br /> achieve compliance with changing federal requirements, the Contractor makes,note that federal, state
<br /> and local requirements may change and the changed requirements will apply to this Agreement as
<br /> required.
<br /> f. Contractor's Primary Responsibility to Comply with Federal and State Requirements.
<br /> Irrespective of involvement by any other participant in the Project, the Contractor agrees that it, rather
<br /> than the participant, is ultimately responsible for compliance with all applicable Federal and State laws,
<br /> regulations, and directives, the Master Agreement between the FTA and the Department, and this
<br /> Agreement, except to the extent that FTA or the Department determines otherwise in writing. Unless
<br /> otherwise authorized in writing by FTA or the Department, the Contractor shall not assign any portion of
<br /> the work to be performed under this Agreement, or execute any contract, amendment, or change order
<br /> thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities
<br /> under this Agreement without the prior written concurrence of the Department. Further, the Contractor
<br /> shall incorporate the provisions of this Agreement into any lease arrangement and shall not enter into
<br /> any lease arrangement without the prior concurrence of the Department. Any lease approved by the
<br /> Department shall be subject to the conditions or limitations governing the lease as set forth by the FTA
<br /> and the Department. If the Contractor leases any Project asset to another party, the Contractor agrees
<br /> to retain ownership of the leased asset, and assure that the Lessee will use the Project asset to provide
<br /> mass transportation service, either through a "Lease and Supervisory Agreement" between the
<br /> Contractor and Lessee, or another similar document. The Contractor agrees to provide a copy of any
<br /> relevant documents.
<br /> (1) Significant Participation by a Third Party Contractor. Although the Contractor
<br /> may enter into a third party contract, after obtaining approval from the Department, in which the third
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