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THIS AGREEMENT made this the day of Jlvne21, 2017, (hereinafter referred to as AGREEMENT) by <br /> and between the TRIANGLE J COUNCIL OF GOVERNMENTS ("TJCOG") and Orange County <br /> ("Recipient"). <br /> WHEREAS, TJCOG and the Recipient desire to utilize grant funds for the purpose of encouraging <br /> innovative approaches in the provision of transportation demand management services; and <br /> WHEREAS,TJCOG and the Recipient desire to secure and utilize grant funds for the above referenced <br /> purposes, <br /> NOW, THEREFORE, in consideration of the mutual covenants herein set forth, TJCOG and the <br /> Recipient agree as follows: <br /> Section 1. Purpose of Agreement. <br /> The purpose of this Agreement is to provide for the undertaking of a transportation demand <br /> management(TDM) project by the Recipient as described in the project application. <br /> Section 2. Project Implementation. <br /> The Recipient agrees to carry out the Project as follows: <br /> a. Scope of Project.The Recipient shall undertake and complete the Project as described in the <br /> approved Recipient's Project Budget,incorporated into this Agreement as Attachment A,filed <br /> with and approved by the TDM Oversight Committee, and in accordance with the Project <br /> Application for financial assistance and the terms and conditions of this Agreement.Nothing <br /> shall be construed under the terms of this Agreement by TJCOG or the Recipient that shall <br /> cause any conflict with Department,State,or Federal statutes,rules, or regulations. <br /> b. Cost of Project. The total cost of the Project approved by the TDM Oversight Committee is <br /> $60,211 as set forth in the Project Description and Budget,incorporated into this Agreement <br /> as Attachment A. This includes $60,211 for local activities (SO% or $30,105.50 in grant <br /> funding,and 50%or$30,105.50 in local match). Funds may not be transferred among line <br /> items unless written authorization is obtained from the TDM Oversight Committee. TJCOG <br /> will then work with the Recipient to prepare a budget amendment.Until contracts are fully <br /> executed between TJCOG and DOT PTD,spending for all subrecipients shall be capped <br /> at 50%of total project budget.TJCOG and DOT expect to execute their contract for the <br /> grant year before October 2017. TJCOG will issue a contract amendment authorizing <br /> subrecipients to spend the full contract amount at that time. <br /> c. Period of Performance. This Agreement shall commence upon the date of execution. The <br /> period of performance for all expenditures shall extend from JULY 1, 2017 TO JUNE 30, <br /> 2018, unless written authorization to the contrary is provided by TJCOG. If a contract <br /> extension is requested, TJCOG must obtain written authorization from the Department of <br /> Transportation and the TDM Oversight Committee.The Recipient shall commence,carry on, <br /> and complete the approved Project with all practicable dispatch,in a sound,economical,and <br /> efficient manner. <br /> d. Recipient's Capacity.The Recipient agrees to maintain sufficient legal,financial,technical,and <br /> managerial capability to: (a) Plan, manage,and complete the Project and provide for the use <br /> of Project property; (b) Carry out the safety and security aspects of the Project; and (c) <br /> Comply with the terms of this Agreement, the Approved Project Budget, the Project <br /> schedules,and applicable Federal and State laws,regulations,and directives. <br /> e. Administrative Requirements.The Recipient agrees to comply with the following Federal and <br /> State administrative requirements: (1) U.S. DOT regulations, "Uniform Administrative <br /> Requirements for Grants and Cooperative Agreements to State and Local Governments," 49 <br /> Page 1 of 18 <br />