Request for Proposal (RFP) No. 1012-27-082 for

Real Property & Right-of-Way Acquisition Services

Research Triangle Regional Public Transportation Authority dba GoTriangle (GoTriangle), as authorized under the N.C.G.S. §160A-610, is seeking to establish a contract for the above-referenced services.

The Request for Proposal (RFP) document is available for download in the State of North Carolina electronic Vendor Portal https://evp.nc.gov, and on the GoTriangle’s website:

https://gotriangle.org/procurement

Publish Date: October 8, 2026

Pre-Offer Conference: N/A

Submission Date & Time: October 28, 2026, by 2:00 pm local NC time

For detail timeline, refer to the Instructions to Offerors Section 1. Anticipated Procurement Schedule.

Submission Location:

Via email to:

Tim Heule, Procurement Officer Email: Theule@gotriangle.org

Instructions for preparing and submitting a proposal are provided in the Instructions to Offerors Section 4. Contents of Submittal of this document. To be considered responsive and responsible, offerors must submit all required items specified in that section.

All Inquiries regarding this solicitation shall be submitted to:

Tim Heule, Procurement Officer at Theule@gotriangle.org or by phone at 919-485-7481

LATE PROPOSALS WILL NOT BE ACCEPTED.

GOTRIANGLE RESERVES THE RIGHT TO REJECT ANY OR ALL PROPOSALS.

https://evp.nc.gov/ https://gotriangle.org/procurement mailto:Theule@gotriangle.org mailto:Theule@gotriangle.org

RFP No. 1012-27-082 Real Property & Right-of-Way Acquisition Services

TABLE OF CONTENTS

BACKGROUND

SCOPE OF SERVICES

TERMS AND CONDITIONS

1. SERVICES

2. CONTRACT TERM

3. INVOICING AND COMPENSATION

4. CHANGES IN THE SERVICES

5. CONFLICT OF INTEREST

6. CONTRACT TERMINATION

7. TRANSITION ASSISTANCE

8. INDEMNIFICATION AND HOLD HARMLESS

9. DISPUTE RESOLUTION

10. CHOICE OF LAW / FORUM

11. INSURANCE

12. INDEPENDENT CONTRACTOR

13. ACCURACY OF FINANCIAL STATEMENTS

14. NON-DISCRIMINATION

15. COVENANT AGAINST CONTINGENT FEES

16. DELEGATION AND ASSIGNMENT

17. NONWAIVER

18. MERGER

19. REFERENCE

20. CONTRACTOR’S PERSONNEL

21. CERTIFICATION ON ISRAEL BOYCOTT

22. NOTICES

23. NO THIRD-PARTY RIGHTS

24. SEVERABILITY

25. SURVIVORSHIP

26. ATTACHMENTS

27. SEPARATE COUNTERPARTS

28. IRAN DIVESTMENT ACT

29. E-VERIFY

30. DEBARMENT POLICY

31. FORCE MAJEURE

32. OPERATIONAL CONTINUITY

33. INTELLECTUAL PROPERTY AND WORK PRODUCT

FEDERAL REQUIREMENTS

1. Incorporation of Federal Transit Administration (FTA) Terms

2. Compliance with Federal Regulations

3. Federal Changes

4. No Government Obligation to Third Parties

5. Program Fraud and False or Fraudulent Statements or Related Acts

6. Federal Tax Liability and Recent Felony Convictions

7. Catalog of Federal Domestic Assistance (Assistance Listings) Identification Number

8. Assistance Listings Number for the Federal Transportation Administration

9. Government-Wide Debarment and Suspension (Non-Procurement)

10. Ineligible Contractors and Subcontractors

11. Organizational Conflicts of Interest

12. Interest of Members or Delegates to Congress

13. Lobbying

14. Byrd Anti-Lobbying Amendment

15. Civil Rights Requirements

16. Equal Employment Opportunity (EEO)

17. Disadvantaged Business Enterprise

18. Access Requirements for Persons with Disabilities

19. Access to Services for Persons with Limited English Proficiency

20. Environmental Justice

21. Veterans Preference

22. Transit Employee Protective Provisions

23. Drug and Alcohol Abuse and Testing

24. Full and Open Competition

25. Prohibition Against Exclusionary or Discriminatory Specifications

26. Geographic Preference

27. Notification of Federal Participation

28. Buy America

29. Domestic Preferences for Procurements

30. Procurement of Recovered Materials

31. Recycled Products

32. Prohibition on Covered Telecommunications and Video Surveillance

33. Contract Work Hours & Safety Standards Act

34. Davis-Bacon Act

35. Trafficking in Persons

36. Copeland Anti-Kickback Act

37. Safe Operation of Motor Vehicles

38. Clean Air

39. Clean Water

40. Energy Conservation

41. Environmental Protections

42. Conformance with ITS National Architecture

43. Geographic Information and Related Spatial Data

44. Real Property

45. Fly America Requirements

46. Charter Bus Requirements

47. School Bus Requirements

48. Access to Records and Reports

49. Contracts Involving Federal Privacy Act Requirements

50. Breaches and Dispute Resolution

51. Termination

52. Other Contract Requirements

INSTRUCTIONS TO OFFERORS

ATTACHMENTS

ATTACHMENT A - OFFEROR FORM

ATTACHMENT B - COST PROPOSAL

ATTACHMENT C - INSURANCE REQUIREMENTS

ATTACHMENT D - REFERENCES

ATTACHMENT E - IRAN DIVESTMENT ACT CERTIFICATION

ATTACHMENT F - E-VERIFY EMPLOYER COMPLIANCE STATEMENT

ATTACHMENT G - CERTIFICATION REGARDING CONFLICT OF INTEREST

ATTACHMENT H - BOYCOTT OF ISRAEL DIVESTMENT ACT CERTIFICATION

ATTACHMENT I - CONFORMANCE STATEMENTS

ATTACHMENT I1 - EXCEPTIONS FORM

ATTACHMENT J - RFP RESPONSE CHECKLIST

Background

Research Triangle Regional Public Transportation Authority d.b.a. GoTriangle (GoTriangle) is a public transit agency serving Durham, Orange, and Wake counties in North Carolina, providing essential mobility services through fixed-route bus, paratransit, and other commuter services. As authorized under the N.C.G.S § 160A-610, GoTriangle is seeking to establish a contract for provision of Real Property & Right-of-Way Acquisition Services.

Property acquisition services are an important component for the implementation of transit services and the construction of transit amenities throughout the region. The firm will provide all services to convey clear title to GoTriangle including title reports and updates, appraisals, reviews, negotiations, recording of deeds, and all other services needed to acquire the right of way identified for GoTriangle's transit projects, including, but not limited to, bus stops, park and rides, and other transit facilities.

All services must satisfy Federal Transit Administration (FTA) requirements; comply with the Uniform Relocation and Real Property Acquisition Policies Act (URA), 49 CFR Part 24, the most current version of FTA Circular 5010.1F, North Carolina Relocation Assistance Act (N.C.G.S. §§ 133-5 through 133-18), and any other relevant regulations.

Scope of Services

The Contractor shall:

1. Real Estate Acquisition

Provide all services necessary to acquire real property interests required for GoTriangle projects, including fee-simple acquisitions, permanent easements, temporary construction easements, access easements, utility easements, and other property rights. Services may include reviewing project plans and right-of-way requirements; identifying affected property owners and other parties of interest;

conducting title research; preparing acquisition documents; presenting written offers; negotiating with property owners; maintaining contact and negotiation records; coordinating closings; and securing properly executed and recordable instruments.

All acquisition activities shall comply with applicable federal and state laws, regulations, policies, and funding requirements.

2. Real Estate Relocation Services

Provide relocation advisory and assistance services for residential occupants, businesses, nonprofit organizations, farms, and personal property affected by a project. Services may include conducting relocation interviews and inventories; determining eligibility for relocation benefits; identifying comparable replacement properties; calculating relocation payments; preparing notices and claim documentation; assisting displaced persons with relocation requirements; inspecting replacement properties; and maintaining complete relocation records.

3. Real Estate Appraisal Services

Prepare independent real estate appraisals to establish just compensation for property interests to be acquired. Appraisals shall identify the property rights affected, determine the value of the proposed acquisition, and evaluate damages or benefits to the remaining property, when applicable. Appraisal assignments may include fee-simple acquisitions, permanent and temporary easements, partial acquisitions, improvements, fixtures, and other compensable property interests. The appraiser shall be a licensed or certified appraiser pursuant to § 49 C.F.R. 24.103, comply with the Uniform Standards of Professional Appraisal Practice (USPAP) guidelines, and meet the criteria under § 49 C.F.R. 24.103 and N.C.G.S. § 93E-1-2.1.

4. Real Estate Appraisal Reviews

Perform independent technical and administrative reviews of appraisal reports and related valuation documents to ensure the appraisal meets the definition and requirements located in §§ 49 C.F.R.

24.2(a), 24.103, 24.104, N.C.G.S. § 93E-1-2.1, and any other applicable requirements. The review appraiser shall evaluate the adequacy of the property description, valuation methodology, market data, analyses, conclusions, and compliance with applicable appraisal standards. Services may include requesting corrections or supplemental information, documenting review findings, reconciling differences between appraisals, and recommending or approving an amount of just compensation in accordance with the reviewer’s authority and applicable requirements. Review appraisals shall be performed by qualified personnel who are independent and separate from the original appraisal assignment. The review appraiser must be qualified pursuant to § 49. C.F.R. 24.103 and comply with USPAP guidelines.

5. Administrative Offer Summaries

Prepare Administrative Offer Summaries or other abbreviated valuation documents for uncomplicated acquisitions when a formal appraisal is not required or when an appraisal waiver is authorized.

Services may include inspecting the property, researching relevant market data, evaluating the property interest to be acquired, documenting the basis for the recommended offer, and preparing calculations.

6. Legal Description Preparation

Prepare accurate, complete, and recordable legal descriptions for fee-simple acquisitions, permanent easements, temporary construction easements, access easements, utility easements, and other property interests. Legal descriptions shall be based on current surveys, plats, design plans, deeds, and available property records and shall clearly identify the location and extent of the property interest being acquired. Services may include reviewing boundary information, resolving discrepancies, coordinating with surveyors and designers, and revising descriptions in response to design or agency comments.

7. Deed Preparation

Prepare deeds, easement agreements, temporary construction easements, access agreements, releases, affidavits, memoranda of agreement, settlement documents, and other instruments necessary to transfer or document property interests. The firm shall coordinate with GoTriangle, property owners, title companies, surveyors, and legal counsel to ensure that documents accurately reflect the approved acquisition and are suitable for execution and recording. Services may also include obtaining signatures, notarizations, lien releases, subordinations, and other documentation necessary to provide clear and acceptable titles.

8. Temporary Construction Easements

Provide services necessary to obtain temporary construction easements required for construction access, grading, utility adjustments, staging, demolition, restoration, or other temporary project activities. Services may include confirming the easement limits and duration; identifying affected owners and parties of interest; preparing valuation and offer documentation; negotiating terms;

obtaining executed easement agreements; coordinating access with the property owner and construction team; and assisting with easement closeout.

9. Condemnation Services

Provide technical and administrative support when voluntary acquisition efforts do not result in an agreement and GoTriangle determines that condemnation may be necessary. Services may include preparing complete condemnation referral packages; documenting acquisition and negotiation activities; confirming ownership and parties of interest; updating title work, appraisals, surveys, legal descriptions, and exhibits; coordinating with GoTriangle’s legal counsel; supporting settlement discussions; and providing records, analyses, or expert testimony as requested. The firm shall continue negotiations when directed and shall maintain clear separation between acquisition negotiations and legal decisions reserved for GoTriangle and its counsel.

10. Public Outreach Services

Support GoTriangle’s communication and engagement efforts with affected property owners. Services may include preparing project fact sheets, acquisition process summaries, frequently asked questions, presentation materials, property-owner correspondence, and other informational materials; organizing and attending individual property-owner meetings; documenting questions and commitments; and coordinating responses with GoTriangle staff and project consultants.

Communications shall be accurate, accessible, timely, and consistent with approved project information. The firm shall not make commitments regarding project design, compensation, construction, or property impacts without prior authorization from GoTriangle.

11. Key Personnel

The staff assigned to the work shall:

11.1. Have experience managing the appraisal process, conducting appraisals, and managing acquisition, relocation, and property management under the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as codified in 42 U.S.C. § 4601 et seq. and the applicable implementing regulations set forth in 49 Code of Federal Regulations [C.F.R.] Part 24 (collectively, the "Uniform Act") and FTA C 5010.1F (Award Management Requirements Circular);

11.2. Have a working knowledge and experience complying with 49 C.F.R. Part 24 and FTA C 5010.1F;

11.3. Have knowledge about and experience with acquiring property in North Carolina pursuant to the North Carolina Relocation Assistance Act (N.C.G.S. §§ 133-5 through 133-18);

11.4. Have developed property rights agreements with public agencies, utilities and railroads;

11.5. Have experience in developing schedules and budget estimates related to property acquisition;

11.6. Have knowledge and experience with FTA projects (particularly the use of FTA circulars, guidance, and guidelines).

11.7. The Senior Project Manager and/or the Director of Real Estate & Transit-Oriented Development shall approve Contractor’s personnel who will be assigned to the duties according to the task order prior to execution.

12. Certification of Necessity

The Contractor shall work with the Senior Project Manager and/or the Director of Real Estate & Transit- Oriented Development in conjunction with GoTriangle's Capital Development department in order to determine the necessity of each acquisition and shall prepare the Certification of Necessity.

The Certification of Necessity shall include:

12.1. Written explanation of the reasons for the acquisition, illustrating the facilities to be built on the property or other circumstances dictating its need for project purposes (such as staging areas).

12.2. Description of the property interests to be obtained and an explanation of any potential contaminants on the property.

13. Negotiations

As directed by the GoTriangle Senior Project Manager and/or the Director of Real Estate & Transit- Oriented Development, the Contractor shall:

13.1. Conduct negotiations with affected property owners and document and report the outcomes of such negotiations to the GoTriangle Senior Project Manager and/or the Director of Real Estate & Transit-Oriented Development.

Prepare and issue required notices to affected property owners, residents, and displaced businesses, including, as applicable, the General Information Notice, Notice of Intent, Notice of Relocation Eligibility, 90-Day Vacate Notice, and 30-Day Vacate Notice.

END OF SECTION

Terms and Conditions

1. Services

Contractor agrees to perform the services outlined in the contract (hereinafter "Services").

Contractor hereby represents and warrants that it has the experience, capability and resources, including but not limited to sufficient personnel and supervisors, to efficiently and expeditiously perform the Services to be provided hereunder with the highest professional standards, and Contractor further represents and warrants that it will at all times devote the necessary personnel and supervisors to perform the Services hereunder in such a manner. Contractor warrants and represents that prior to submitting a proposal for any Services, Contractor will examine all of the specifications, directions and conditions relating to the Services, investigate the scope of the project and the difficulties which may be encountered in performing the Services, and hereby assumes full and complete responsibility for, and risk in connection with, said Services.

2. Contract Term

The term of the resulting contract shall begin on the date of execution and continue for an initial period of three (3) years, unless canceled, terminated, or otherwise extended as permitted.

3. Invoicing and Compensation

3.1. GoTriangle agrees to pay the Contractor, and the Contractor agrees to accept payment, for services rendered under the resulting contract in accordance with the mutually agreed-upon project milestones. Payment for each milestone shall be due within thirty (30) days following

(i) the Contractor’s submission of a valid invoice for the completed milestone, and (ii) written approval of milestone completion by the designated end user or authorized representative of GoTriangle.

3.2. Contractor shall submit an original invoice in a form satisfactory to GoTriangle and shall reference this Contract Number 1012-27-082. Invoices shall be submitted in an electronic form to the following address: invoice@gotriangle.org.

mailto:invoice@gotriangle.org

3.3. GoTriangle will forward payments of Contractor's invoices to the "remit to" address on the invoice which has been approved for payment.

3.4. GoTriangle may withhold full or partial payment of any invoice as GoTriangle deems necessary due to:

3.4.1. Non-satisfaction of Services that are not remedied;

3.4.2. Third-party claims filed or information in possession of GoTriangle reasonably indicating probable filing of such claims;

3.4.3. Damage to GoTriangle or another party for which Contractor is partially or wholly responsible;

3.4.4. Persistent failure to carry out the Services in accordance with this Agreement.

3.5. In the event any full or partial payment is withheld, full payment shall be made when the offending condition is cured.

3.6. The prices shall remain firm for the duration of the current contract term. The Contractor may request a price adjustment in connection with any renewal term by providing written notice to GoTriangle not less than sixty (60) days prior to the expiration of the then-current term. Any such request shall include detailed supporting documentation and justification for the proposed adjustment, including evidence of increases in labor, materials, market conditions, or applicable price indices. All requested price adjustments shall be subject to GoTriangle review and written approval and shall become effective only upon renewal of the contract.

4. Changes in the Services

Only a Contract Amendment signed by duly authorized representatives of both parties, can modify the Contract, as long as it does not change the Contract’s general scope. Purported changes to the Contract by an unauthorized person or made unilaterally by the Contractor will be void and without effect; Contractor will not be entitled to any claim made under the Contract based on any such purported changes.

5. Conflict of Interest

GoTriangle has adopted a Code of Ethics that establishes standards of conduct for GoTriangle officials and employees. No director, officer or employee of GoTriangle shall have, during their tenure, any interest, direct or indirect, in Contractor, its subcontractors, this Agreement or the proceeds thereof. Contractor shall not, directly or indirectly, offer to the aforementioned individuals, nor shall such individuals accept from Contractor, gifts, gratuities, favors, or anything of monetary value.

6. Contract Termination

6.1. Termination for Convenience

6.1.1. GoTriangle may terminate the Contract for the convenience of GoTriangle as follows:

a. By giving Contractor thirty (30) calendar days prior written notice of such termination.

b. Immediately, by written notice to Contractor, by reason of bankruptcy or insolvency of Contractor, or the filing of any bankruptcy, insolvency, receivership, or similar action or proceeding by or against Contractor, or any assignment by Contractor for the benefit of its creditors, or any other acts or omission by Contractor reflecting or manifesting bankruptcy or financial insolvency.

6.1.2. Upon receipt of a written notice of termination for any of the above conditions Contractor shall immediately discontinue all Services affected, unless the notice directs otherwise.

6.1.3. GoTriangle may at any time, by written notice to Contractor, require Contractor to stop all, or any part, of the Services for a period herein specified in the Stop Work Order, not to exceed ninety (90) calendar days after the Stop Work Order is delivered to Contractor, and for such further period to which the parties may agree in writing. Upon receipt of the Stop Work Order, Contractor shall immediately stop performing the Services covered by the Stop Work Order and take all reasonable steps to minimize the incurring of costs allocated to the portion of the Services covered by such Stop Work Order. Within the period, GoTriangle will deliver to Contractor either (i) a notice that the Stop Work Order is canceled, and authorization for the Services to re-commence or (ii) a notice of termination of the Agreement for convenience or default.

6.1.4. Notwithstanding any other provisions to the contrary, including without limitation the provisions of the Agreement relating to compensation, this paragraph shall control with respect to payments upon termination, in lieu of any other provisions set forth.

Upon termination of the Agreement for convenience, GoTriangle shall pay for Services performed according to those amounts listed in the provisions of the Agreement relating to compensation, based upon the Services performed by Contractor through the date of termination.

6.2. Termination For Default

6.2.1. The Contractor shall be in default if it breaches any of its obligations under this Contract deemed material by the Contracting Officer. In addition to those instances specifically referred to in this Contract, the Contractor shall be in default in the following circumstances:

a. It fails to begin, or abandons, the work of the Contract in accordance with Contractual requirements;

b. It fails to deliver the Product or perform the Services within the time specified in the Contract or any extension approved by the Contracting Officer;

c. It fails to make progress in a manner deemed reasonable by the Contracting Officer so as to endanger performance of the Contract; or

d. In the view of the Contracting Officer, the Contractor is willfully violating the Contract or is not executing it reasonably and in good faith.

6.2.2. In the event of a default or breach, GoTriangle will provide a written notice to the Contractor, specifying the nature of the breach and stating that, the Contractor has ten (10) days (or such additional time as the Contracting Officer authorizes, to cure the breach (“Notice to Cure”)). If the Contractor fails to cure the breach in the time specified in the Notice to Cure, GoTriangle may terminate the Contract, in whole or designated part, for default in accordance with the provisions of this Contract, by a written “Notice of Default” to the Contractor.

6.2.3. Upon receipt of a “Notice of Default,” the Contractor shall immediately cease performance of the work so terminated. GoTriangle shall have the right to take any action necessary to complete the work, including performing the work itself, or contracting with another party to do so. In the event the work is completed directly by GoTriangle or by a third party, the Contractor shall be liable for the additional costs and expenses necessary to complete the work, including, without limitation, labor, material costs, development costs, tooling expenses, equipment costs, software costs, and property costs. GoTriangle may deduct the costs and expenses so charged from any monies otherwise payable to the Contractor. Nothing contained herein shall be deemed to relieve the Contractor of its continuing obligation to perform any portion of the Contract that was not terminated.

6.2.4. GoTriangle may, in its sole discretion, waive a default by the Contractor, but such waiver shall not be deemed a waiver of any subsequent default.

6.2.5. Upon any termination for default, GoTriangle may require the Contractor to transfer title and deliver to GoTriangle:

a. any completed or partially completed Services, Products or other work or deliverables, and

b. components (including data and intellectual property) and contract rights that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Contracting Officer, the Contractor shall also protect and preserve property in its possession in which the Authority may have an interest.

6.2.6. Upon any termination for default, GoTriangle shall only pay for Products or Services accepted in accordance with this Contract. GoTriangle may also compensate the Contractor for any actions it reasonably takes at the Contracting Officer’s direction, for the protection and preservation of property. GoTriangle may withhold from these amounts, any sum that the Contracting Officer determines to be necessary to protect GoTriangle against loss because of outstanding or claimed liens or pending or anticipated claims under the Contract.

6.2.7. The rights and remedies of GoTriangle in this clause are in addition to any other rights and remedies provided under this Contract, at law, or in equity.

7. Transition Assistance

If the Contract is not renewed at the end of the term, or is canceled prior to its expiration, for any reason, the Contractor must provide for up to six (6) months after the expiration or cancellation of the Contract, all reasonable transition assistance requested by GoTriangle, to allow for the expired or canceled portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to GoTriangle or its designees. The transition assitance services required shall be up to the sole discretion of GoTriangle. Such transition assistance shall be deemed by the parties to be governed by the terms and conditions of the Contract, (notwithstanding the expiration or cancellation) except for those Contract terms or conditions that do not reasonably apply to such transition assistance as determined by GoTriangle in its sole discretion. GoTriangle shall pay the Contractor for any resources utilized in performing such transition assistance at the most current Contract rates for Contractor performance. If GoTriangle cancels the Contract for default, then GoTriangle will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages GoTriangle may have otherwise accrued as a result of said cancellation.

8. Indemnification and Hold Harmless

To the fullest extent allowed by law and as applicable to N.C.G.S. Section 22B-1, Contractor hereby assumes the risk of and covenants to indemnify GoTriangle, its directors, trustees, officers, employees, affiliates, stakeholders, and agents (hereinafter referred to as "Indemnitees") against, and hold them harmless from all alleged losses, damages, liabilities, costs, and expenses, including without limitation, reasonable attorneys' fees, (i) Contractor’s failure to meet any of its obligations under this Contract, including but not limited to Contractor’s obligations to safeguard protected and/or confidential information from security incidents; (ii) arising out of alleged injury to or death of any person, sickness or disease to any person(s), (iiI) arising out of alleged damages to any property, real or personal, tangible or intangible, (iv) or any alleged economic loss resulting from the alleged negligence or wrongful act or any error or omission by Contractor, its subcontractors, its agents or persons performing Services, or breach by Contractor, its subcontractors, its agents or persons performing Services, of any provision of the Agreement, in the performance of the Services thereunder.

8.1. In addition to the indemnity provisions set forth elsewhere in this Agreement and not in limitation thereof, Contractor agrees to indemnify and hold the Indemnitees harmless from any and all alleged claims, losses, judgments, or causes of action by Contractor's employees, independent contractors, or their representatives for personal injury or death arising out of, during, or from performance of the Services caused by any act or omission of Contractor. This provision is entered into pursuant to North Carolina General Statute Section 97-10.2(e).

8.2. Contractor understands and agrees that it is Contractor’s responsibility to provide indemnification to GoTriangle pursuant to this Section. Insurance, while anticipated to provide a funding source for indemnification, is in addition to any indemnification requirements. The failure of the Contractor’s insurance to fully fund any indemnification shall not relieve the Contractor of any obligation under the indemnification clauses set out within this Agreement.

8.3. In performing its duties under this requirement, Contractor shall, at its sole expense, defend GoTriangle with legal counsel reasonably acceptable to GoTriangle. GoTriangle shall nevertheless have the right at its expense to participate in the defense of such Charges.

Notwithstanding the foregoing, however, under no circumstances shall Contractor compromise or settle any such Charges without the prior written consent and approval of GoTriangle, after full disclosure by Contractor. Section 10 shall survive expiration or termination of this Agreement.

9. Dispute Resolution

Disputes concerning a question of fact or law arising in the performance of the Agreement, which are not resolved by agreement of the parties to the Agreement, shall be decided in writing by the authorized representative of GoTriangle. This decision shall be final and conclusive unless within ten (10) calendar days from the date of receipt of its copy, Contractor mails or otherwise furnishes a written appeal to the authorized representative of GoTriangle. In connection with any such appeal, Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position to GoTriangle.

The decision of the authorized representative of GoTriangle rendered at the conclusion of any such appeal shall be final and conclusive as to questions of fact unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, or so grossly erroneous as necessarily to imply bad faith. The decision of GoTriangle or its duly authorized representative shall not be final and conclusive as to questions of law. No action challenging such decision shall be brought more than six months from the date of Contractor’s receipt of such decision.

9.1. If it is determined, on appeal, that GoTriangle’s interpretation of the Agreement, direction to Contractor, or any other action required by GoTriangle’s decision was an erroneous determination of the rights and obligations of the parties under the Agreement, Contractor’s remedy shall be the same as if such action were a change under Section 4 Changes in the Services above.

9.2. Unless otherwise directed by GoTriangle, Contractor shall continue performance under the Agreement while matters in dispute are being resolved. Nothing in this section shall preclude alternative dispute resolution.

9.3. By submission of a proposal or offer in response to GoTriangle’s solicitation, Contractor agreed to exhaust its administrative remedies under this Section 9 prior to seeking judicial relief of any type in connection with any matter related to the solicitation, the award of any contract, and any dispute under any resulting contract.

10. Choice of Law / Forum

This Agreement shall be deemed made in and shall be construed in accordance with the laws of the State of North Carolina. All litigation arising out of the Agreement shall be commenced in courts sitting in Durham County, North Carolina. If an action is instituted in federal court, such action shall be brought in the United States District Court of the Middle District of North Carolina.

11. Insurance

Contractor shall carry insurance as specified in the contract Attachment C. Contractor shall provide GoTriangle with a valid Certificate of Insurance prior to beginning any work pursuant to the resultant contract.

12. Independent Contractor

12.1. The parties acknowledge that Contractor is an independent contractor to GoTriangle. This Agreement is not to be construed as creating or constituting a joint venture, partnership, or agent/principal relationship between GoTriangle and Contractor. Contractor represents that it has, or will secure, at its own expense, all personnel required in performing the Services under this Agreement. Such personnel shall not be employees of, shall not be considered servants or agents or, nor have any contractual relationship with GoTriangle. Contractor, consistent with its status as an independent contractor, further agrees that its personnel will not hold themselves out as, nor claim to be, officers or employees of GoTriangle by reason of this Agreement. Contractor shall be responsible for all withholding and employer taxes with respect to such personnel to the complete exclusion of GoTriangle.

12.2. Contractor agrees to pay, and hereby accepts full and exclusive liability for the payment of, any and all contributions and taxes for Unemployment Compensation or Disability Insurance or Old Age Pension or Annuities now or hereafter imposed by any Federal or state governmental authority which are imposed with respect to or measured by wages, salaries, or other compensation paid by Contractor to persons employed by Contractor; and

Contractor further agrees to indemnify and save GoTriangle harmless against any and all such liability or claims therefor.

13. Accuracy of Financial Statements

Contractor agrees that all financial reports, settlements and billings to GoTriangle will properly reflect the facts about all activities and transactions handled for the account of GoTriangle, which data may be relied upon as being complete and accurate in any further recording and reporting made by GoTriangle for whatever purpose.

14. Non-Discrimination

To the extent permitted by North Carolina and federal law, such as Title VI of the Civil Rights Act, section 303 of the Age Discrimination Act of 1975, section 202 of the Amercians with Disabilities Act of 1990, the parties for themselves, their agents, trustees, officials, directors, officers, members, representatives, employees, and contractors agree not to discriminate in any manner or in any form based on actual or perceived age, mental or physical disability, sex, religion, creed, race, color, sexual orientation, gender identity or expression, familial or marital status, economic status, veteran status or national origin in connection with this Contract or its performance.

This section shall be binding on the successors and assigns of all parties with reference to the subject matter of the Contract.

15. Covenant Against Contingent Fees

Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Contractor for the purpose of securing business. In the event of a breach or violation of this warranty, GoTriangle shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the compensation set forth in this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

16. Delegation and Assignment

Contractor may not delegate the performance of any obligation to a third party unless mutually agreed in writing by Contractor and the third party. And provided further, this Agreement and the obligations hereunder cannot be assigned, subcontracted or delegated by Contractor without the written consent of GoTriangle.

17. Nonwaiver

No failure or waiver or successive failures or waivers on the part of either party, its successors or permitted assigns, in the enforcement of any condition, covenants, or article of this Agreement shall operate as a discharge of any such condition, covenant or article nor render the same invalid, nor impair the right of either party hereto, their successors or permitted assigns, to enforce the same in the event of any subsequent breaches by the other party hereto, its successors or permitted assigns.

18. Merger

This Agreement constitutes the entire agreement of the parties, all prior discussions, representations and agreements being merged herein. The Agreement may not be amended except in writing signed by both parties to the Agreement. The captions in this Agreement are for convenience only and shall not affect the substantive meaning of any provision herein.

19. Reference

Contractor shall obtain permission from GoTriangle prior to use of GoTriangle’s name as a reference, or in any of its promotional or reference material.

20. Contractor’s Personnel

GoTriangle reserves the right to request removal of any Contractor employee assigned to a project when, in the opinion of GoTriangle, the individual performance is unsatisfactory.

21. Certification on Israel Boycott

Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. §147-86.81.

22. Notices

All official notices and communications under this Contract shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered personally to the party to whom notice is given, or (ii) at the date of actual receipt if mailed by United States mail, postage prepaid, return receipt requested. Notices and other communications shall be directed to the parties at the addresses listed below:

22.1. Contractor:

22.2. GoTriangle:

GoTriangle President and CEO PO Box 13787 (mail)

Research Triangle Park, NC 27709

With a copy to: GoTriangle

General Counsel PO Box 13787 (mail) Research Triangle Park, NC 27709

Telephone and email communications with GoTriangle may be used to expedite discussions;

however, none shall be deemed official communications under this Agreement unless and until they are confirmed in writing in accordance with the requirements of this Section.

23. No Third-Party Rights

Except as expressly set forth herein, the representations, warranties, terms and provisions of this Contract are for the exclusive benefit of the parties hereto and no other person or entity shall have any right or claim against either party by reason of any of these terms and provisions or be entitled to enforce any of these terms and provisions against either party.

24. Severability

If any part, term or provision of this Contract is judicially determined to be illegal or in conflict with any applicable law, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular part, term or provision held to be invalid or illegal.

25. Survivorship

Any and all provisions, promises and warranties contained herein which by their nature or effect are required or intended to be observed, kept or performed after termination of this Contract will survive the termination of this Contract and remain binding upon and for the benefit of the parties hereto.

26. Attachments

Any attachment or exhibit to this Contract will be incorporated into and made a part of this Contract. In the event of a conflict between the provisions contained in the body of this Contract and any attachment or exhibit, the terms in the body of this Agreement will control.

27. Separate Counterparts

This Contract may be executed in one or more counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall together constitute and be one of the same instrument.

28. Iran Divestment Act

Pursuant to NC Gen. Stat. § 147-86, any person identified as engaging in investment activities in Iran, determined by appearing on the Final Divestment List created by the State Treasurer pursuant to NC Gen. Stat. § 147-86.58, is ineligible to contract with the State of North Carolina or any political subdivision of the State. The Iran Divestment Act of 2015, NC Gen. Stat. §147-86.55 et seq. requires that each vendor, prior to contracting with the State, certify that the contracting party meets the requirements of the Iran Divestment Act. The State Treasurer’s Final Divestment List can be found on the State Treasurer’s website at the address www.nctreasurer.com/Iran and will be updated every 180 Days.

28.1. By execution of this Contract, Contractor certifies that neither he nor his agents, contractors, consultants, or subconsultants/contractors (i) are on the Final Divestment List of entities that the State Treasurer has determined engages in investment activities in Iran; (ii) shall not utilize on any contract with the State agency any subcontractor that is identified on the Final Divestment List; and (iii) that the undersigned are authorized by the parties to make this Certification.

28.2. During the term of this Contract, if Contractor receives information that a person is in violation of the Act as stated above, GoTriangle will offer the person an opportunity to respond and GoTriangle will take action as appropriate and provided for by law, rule, or contract. Should this Act be voided by NC General Statute, this Contract will remain valid;

however, this certification will no longer be required.

29. E-Verify

The Contractor shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes (E-Verify). Failure of the Contractor to comply with this provision or failure of his sub-contractors to comply could render this order void under North Carolina Law.

30. Debarment Policy

It is the policy of GoTriangle not to enter into any agreement with parties that have been debarred by any government agency (Federal or State). By execution of this agreement, both parties certify that neither it nor its agents or contractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participating in this transaction.

31. Force Majeure

Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations as a result of unforeseen events or circumstances that are beyond its reasonable control, including without limitation, fire, power failures, any act of war, hostile foreign action, nuclear explosion, riot, strikes or failures or refusals to perform under subcontracts, civil insurrection, earthquake, hurricane, tornado, epidemics, pandemics, embargoes, or other catastrophic natural event or act of God.

32. Operational Continuity

Contractor warrants that it will perform without relief notwithstanding being sold or acquired; no such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a consented delegation under Section 16. Assignment and Delegation, that expressly recognizes the event.

33. Intellectual Property and Work Product

33.1. Contractor Pre-Existing Materials

The Contractor may, in connection with the performance of Services for GoTriangle, utilize certain pre-existing concepts, ideas, methodologies, frameworks, tools, templates, know-how, and other intellectual property (collectively, “Contractor Materials”). To the extent that any Contractor Materials are incorporated into the Deliverables, the Contractor hereby grants GoTriangle a royalty-free, fully paid, worldwide, perpetual, non-exclusive license to use such Contractor Materials solely for GoTriangle’s internal governmental purposes.

33.2. Ownership of Deliverables

All reports, analyses, recommendations, evaluation frameworks, processes, documentation, and other work products specifically developed for GoTriangle under this Contract (“Deliverables”) shall become the property of GoTriangle upon payment in full. Contractor retains ownership of its pre-existing Contractor Materials, methodologies, and general know-how. Nothing in this Agreement shall be construed to grant Contractor any ownership rights in GoTriangle’s policies, procedures, or other materials provided to Contractor.

33.3. Use of Deliverables and Confidentiality

The Contractor may retain copies of Deliverables for recordkeeping purposes but shall not reuse, disclose, or distribute GoTriangle-specific Deliverables in a manner that would reveal confidential or proprietary information. Contractor may use general knowledge, skills, and experience gained during the performance of the Services, provided that no confidential information of GoTriangle is disclosed.

Notwithstanding the foregoing, the parties acknowledge that GoTriangle is subject to the North Carolina Public Records Law, and Deliverables and related materials may be subject to public disclosure in accordance with applicable law.

33.4. Indemnification for Intellectual Property Claims

To the extent permitted by law, the Contractor shall indemnify, defend, and hold harmless GoTriangle, its Board of Trustees, officers, employees, and agents from any third-party claims, damages, or costs (including reasonable attorneys’ fees) arising from alleged infringement or misappropriation of any United States intellectual property right, to the extent such claim arises from Contractor-developed Deliverables. This obligation shall not apply to claims resulting from (i) modifications made by GoTriangle or others not under Contractor’s control, or (ii) use of Deliverables outside the scope of this Contract.

Nothing in this Agreement shall be construed as a waiver of GoTriangle’s governmental immunity, and the obligations of this section are subject to applicable limitations under North Carolina law.

33.5. Defense of Claims

The Contractor shall, at its own expense, defend any claim described in Section 33.4, provided that GoTriangle promptly notifies Contractor in writing of such claim and allows Contractor to control the defense and any settlement negotiations. GoTriangle may participate in the defense at its own expense. Contractor shall not settle any claim in a manner that imposes liability or obligations on GoTriangle without GoTriangle’s prior written consent.

33.6. Remedies for Infringement

If any Deliverable is determined, or in Contractor’s reasonable opinion is likely, to infringe upon a third party’s intellectual property rights, Contractor shall, at its own expense and as GoTriangle’s sole and exclusive remedy for such claim, either: (a) procure for GoTriangle the right to continue using the Deliverable; or (b) modify the Deliverable to make it non-infringing while maintaining its intended functionality in all material respects.

If neither option is commercially reasonable, GoTriangle may terminate the affected portion of the Contract and Contractor shall refund the fees paid for the specific Deliverable giving rise to the claim. Any such refund shall be limited to amounts actually paid by GoTriangle for the impacted Deliverable and shall be subject to the availability of appropriated funds.

33.7. Reservation of Rights

Except as expressly stated herein, each party retains all rights, title, and interest in and to its respective pre-existing intellectual property.

33.8. Funding Limitation

Notwithstanding any provision of this Agreement, GoTriangle’s obligations under this Contract are subject to the availability of appropriated funds and the requirements of the Local Government Budget and Fiscal Control Act. No provision of this Agreement shall be construed to obligate GoTriangle to expend funds in excess of those appropriated or otherwise lawfully available.

END OF SECTION

FEDERAL REQUIREMENTS

The following provisions are required either (i) by a grant agreement or cooperative assistance agreement between the U.S. Department of Transportation (hereinafter called the "USDOT") and the Research Triangle Regional Public Transportation Authority, d/b/a GoTriangle (hereinafter called "GoTriangle") or (ii) by a grant agreement or cooperative assistance agreement between the North Carolina Department of Transportation (hereinafter called the "NCDOT") and GoTriangle or (iii) by GoTriangle itself. As to such provisions, if there is variance between the language set forth herein and any such actual grant or cooperative assistance agreement, the provisions of the grant or cooperative assistance agreement shall govern.

To the extent applicable, the federal requirements contained in the Federal Transit Administration (hereinafter called the "FTA") Master Agreement, as amended and in effect at the time of award (hereinafter called the "Master Agreement"), including any certifications and contractual provisions required by any federal statutes or regulations referenced therein to be included in the Contract, will be deemed incorporated into the Contract by reference and shall be incorporated in any sub agreement or subcontract executed by the Research Triangle Regional Public Transportation Authority, d/b/a GoTriangle pursuant to its…