2021-023-E OCTS-Triangle J TDM services contract FY21

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DocuSign Envelope ID: 1970E54E-AE09-4466-994B-01CAF3868F32 goods or services; and (2) Express the said amount as a percentage of the total costs of the planned acquisition. m. Contract Administration System. The Recipient shall maintain a contract administration system that ensures that contractors/subcontractors perform in accordance with the terms, conditions,and specifications of their contracts or purchase orders. n. Access to Third Party Contract Records.The Recipient 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 TJCOG access to all third party contract records to the extent required by 49 U.S.C.§5325(g),and retain such documents for at least five(5)years after project completion. Section 12. Leases. a. Capital Leases.To the extent applicable,the Recipient agrees to comply with FTA regulations, "Capital Leases,"49 C.F.R.Part 639,and any revision thereto. b. Leases Involving Certificates of Participation.The Recipient agrees to obtain the concurrence of the TDM Oversight Committee before entering into any leasing arrangement involving the issuance of certificates of participation in connection with the acquisition of any capital asset. Section 13. Hold Harmless. Except as prohibited or otherwise limited by State law,upon request by TJCOG,the Recipient agrees to indemnify,save,and hold harmless TJCOG 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 Recipient 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 Recipient shall not be required to indemnify TJCOG for any such liability caused by the wrongful acts of TJCOG employees or agents. Section 14.Use of Real Property, Equipment,and Supplies. The Recipient understands and agrees that the State Government retains a State interest in any real property,equipment,and supplies financed with State assistance (Project property)until,and to the extent,that the State Government relinquishes its State interest in that Project property.With respect to any Project property financed with State assistance under this Agreement,the Recipient agrees to comply with the following provisions of this Agreement: a. Use of Project Property.The Recipient agrees to use Project property for appropriate Project purposes (which may include joint development purposes that generate program income, both during and after the award period and used to support public transportation activities) for the duration of the useful life of that property,as required by TJCOG.Should the Recipient unreasonably delay or fail to use Project property during the useful life of that property,the Recipient agrees that it may be required to return the entire amount of the State assistance expended on that property. The Recipient further agrees to notify TJCOG immediately when any Project property is withdrawn from Project use or when any Project property is used in a manner substantially different from the representations the Recipient has made in its Application or in the Project Description for this Agreement for the Project. b. General. The Recipient agrees to comply with the property management standards of 49 C.F.R.§§ 18.31 through 18.33,including any amendments thereto,and with other applicable Federal and State regulations and directives.Any exception to the requirements of 49 C.F.R. §§ 18.31 through 18.33 requires the express approval of TJCOG in writing. c. Records. The Recipient agrees to keep satisfactory records pertaining to the use of Project property,and submit to TJCOG upon request such information as may be required to assure compliance with this Section 14 of this Agreement. Page 12 of 18