oP f acon ounty | MACON COUNTY BOARD OF COMMISSIONERS JANUARY 10, 2017 AGENDA NOTE: Years of service awards will be presented to county employees beginning at 5 p.m. in the commission boardroom, with a reception to follow. The board meeting will begin at 6 p.m. 1, Call to order and welcome by Chairman Tate 2. Announcements 3. Moment of Silence | 4. Pledge of Allegiance I 5. Public Hearing(s) - None 6. Public Comment Period 7. Additions to agenda 8. Adjustments to and approval of the agenda 9. Reports/Presentations A. Presentation of the annual audit report ~ Jill Vang with Martin Starnes & Associates, CPAs B, Presentation regarding home-use medical waste disposal — Solid Waste Director Chris Stahl 10.01d Business A. SoNCVet Interlocal Agreement Amendment ~ Transit Director Kim Angel and the County Attorney B. Waterline project on Pannell Lane — Chris Stahl 11.New Business ‘A. Sanders Road Resolution Request -- County Manager and Andy Russell, NCDOT District Engineer B. Contract for scrap tire disposal - Chris Stahl MACON COUNTY COURTHOUSE ANKEX ‘5 WESTMAN STREET FRANKLIN, NORTH CAROLINA 20794 PHONE 628-510-2000 Pa 828-240-2400C. Agreement for recreational opportunities with the Scaly Mountain Historical Society, Inc. - Finance Director D. Ratification of December 21, 2016 poll of the board regarding Owner Exemption Affidavit for Robert C. Carpenter Building renovations B. Ratification of December 28, 2016 poll of the board regarding revised pictometry contract 12.Consent Agenda - Attachment #12 All items below are considered routine and will be enacted by one motion. No separate discussion will be held except on request of a member of the Board of Commissioners. A. Minutes of the December 13, 2016 regular meeting B. Budget Amendments #93-99 C. Tax Releases 13.Appointments 14.Closed session (if necessary) 15.Recess until Friday, February 3, 2017 at 12 p.m. in the commission boardroom on the third floor of the Macon County Courthouse, 5 West Main Street, Franklin, NC for the purpose of holding a 2017 budget kickoff meeting,MACON COUNTY BOARD OF COMMISSIONERS AGENDA ITEM MEETING DATE: January 10, 2017 DEPARTMENT/AGENCY: Finance SUBJECT MATTER: Presentation of the annual audit report COMMENTS/RECOMMENDATION: Jill Vang with Martin Stames & Associates, CPAs, will be here to present the findings of the firm’s audit for Fiscal Year 2015-16. Copies of the Comprehensive Annual Financial Report for the year ended June 30, 2016 as well as the compliance letters for that same period are available and can be picked up in the Finance Director’s office prior to the meeting. Otherwise, copies will be at your seat on the dais the night of the meeting. Attachments Agenda Item 94.MACON COUNTY BOARD OF COMMISSIONERS AGENDA ITEM MEETING DATE: January 10, 2017 DEPARTMENT/AGENCY: Solid Waste SUBJECT MATTER: PowerPoint Presentation- Home-use Medical Waste Disposal DEPARTMENT HEAD COMMENTS/RECOMMENDATION: ‘The Solid Waste Director will deliver a short presentation on the proper management of home-use SHARPS disposal, discussing the current programs and regulations and will propose enhancements to the management of these wastes in Macon County. The focus of these enhancements is on public awareness with the goal of increased safety to staff and the general public. COUNTY MANAGER’S COMMENTS/RECOMMENDATION: Attachments Yes _X__No Agenda Item 9BMACON COUNTY BOARD OF COMMISSIONERS AGENDA ITEM MEETING DATE: January 10,2017 DEPARTMENT/AGENCY: Transit SUBJECT MATTER: SoNCVet Interlocal Agreement Amendment COMMENTS/RECOMMENDATION: Attached please find copies of the following: * Resolution Conceming Approval of the Eniry and Execution of the Second Amendments to the Interlocal Agreement and Contract Concerning the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project. Second Amendments to Interlocal Agreement and Contract for the Procurement, Implementation and Operation of SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation Project. The County Attomey prepared both documents and he and Transit Director Kim Angel can provide additional details at the meeting, Attachments__2 _ Yes ‘Agenda Item 10RESOLUTION CONCERNING APPROVAL OF THE ENTRY AND EXECUTION OF ‘THE SECOND AMENDMENTS TO THE INTERLOCAL AGREEMENT AND CONTRACT CONCERNING THE SoNC Vet: Southwestern NC One-Call One Click Center for Veterans Transportation project. THAT WHEREAS, Macon County, NC, Clay County, NC, Cherokee County, NC, The State of Franklin Health Council, Inc., Jackson County,NC, Graham County, NC, and Mountain Projects, Ine., through their respective transportation agencies have indicated to one another that each desires to enter into the Second Amendments to the Interlocal Agreement and Contract concerning the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project; and WHEREAS, the Second Amendments to the Interlocal Agreement and Contract concerning the SONCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project has, ‘been prepared for execution by Macon County, NC, Clay County, NC, Cherokee County, The State of Franklin Health Council, Inc., Jackson County, NC, Graham County, NC, and Mountain Projects, Inc., and a copy of the same is attached hereto and incorporated herein by reference as if more fully set forth herein; and WHEREAS, the Macon County Commissioners desite to by this Resolution authorize the entry and execution of these Second Amendments to the Interlocal Agreement and Agreement concerning the SoNCVet: Southwestem NC One-Cal] One Click Center for Veterans Transportation ‘project, a copy of which is attached hereto and incorporated herein by reference as if more fully set forth herein, NOW THEREFORE, upon motion of Commissioner. : seconded by Commissioner, and approved, be ithereby resolved that: 1. The Macon County Board of Commissioners do hereby specifically approve and authorize the entry and the execution of the Second Amendments to the Interlocal Agreement and Contract conceming the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project for Macon County, NC, Clay County, NC, Cherokee County, . The State of Franklin Health Couneil, Inc., Jackson County, NC, Graham County, NC, and Mountain Projects, Inc., a copy of which is attached hereto and incorporated herein by reference as if more fully set forth herein; and ee ‘That the Macon County Board of Commissioners specifically authorize the Chairman of the Macon County Board of Commissioners and the Clerk to the Board to execute the Second ‘Amendments to the Interlocal Agreement and Contract conceming the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project for Macon ‘County, NC, Clay County, NC, Cherokee County, The State of Franklin Health Counel, Inc., Jackson County, NC, Graham County, NC, and Mountain Projects, Inc., a copy of which is attached hereto and incorporated herein by reference as if more fully set forth herein and tofill in any blanks left open on the same; 3. That this Resolution and the Attachment hereto shall be included in and spread upon the minutes of the Meeting at which this Resolution is approved. Read and approved by vote of those members in attendance, and adopted, in this January 10, 2017, Regular Meeting of the Macon County Board of Commissioners. Chairman, Macon County Board of Commissioners ATTEST: Clerk to Macon County Board of Commissioners (County Seal )‘SECOND AMENDMENTS TO INTERLOCAL AGREEMENT AND CONTRACT FOR THE PROCUREMENT, IMPLEMENTATION AND OPERATION OF SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation Project BETWEEN MACON COUNTY, NC and Clay County, NC, Cherokee County, NG, The State of Franklin Health Council, Inc., a North Carolina Non-Profit Corporation, Jackson County, NC, Graham County, NC, and Mountain Projects, Inc., a North Carolina Non-Profit Corporation. ‘These AMENDMENTS TO INTERLOCAL AGREEMENT and CONTRACT are entered into this, day of, 2017, by and between MACON COUNTY, NG, a North Carolina body politic (the "Procuring Agent” and “Lead Agency") ‘and Clay County, NC, Cherokee County, NC, The State of Franklin Health Council, Inc., @ North Carolina Non-Profit Corporation, and Jackson County, NC, Graham County, NC, and Mountain Projects, inc. a North Carolina Non-Profit Corporation, (the “Principats”) WITNESSETH: THAT WHEREAS, all parties hereto acknowledge that Macon County, NC, Clay County, NC, ‘Cherokee County, NC, and The State of Frankiin Health Council, tnc., did enter into an Interlocal Agreement and Contract for the Procurement, Implementation and Operation of SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation Project, on or about March 13, 2014, a copy of which is attached hereto as Exhibit A and incorporated herein by reference; and THAT WHEREAS, all parties hereto acknowledge that Macon County, NC, Clay County, NC, Cherokee County, NC, The State of Franklin Health Council, Inc., and Jackson County, NC, did enter into Amendments to Interlocal Agreement and Contract for the Procurement, Implementation and Operation of SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation Project on or about July 18, 2014, a copy of which is attached hereto as Exhibit B and incorporated herein by reference; and WHEREAS, all parties hereto acknowledge that Macon County, NC, Clay County, NC, Cherokee County, NC, The State of Franklin Health Council, Inc., and Jackson County, NC, now desire to amend said Interlocal Agreement as set forth in Exhibit A attached hereto and as amended by the Amendments thereto as set forth in Exhibit B attached hereto so as to include Graham County, NC, and Mountain Projects, Inc. a North Carolina Non-Profit Corporation, as principals and as parties under the same in accordance with the terms and concitions as hereinafter provided; and WHEREAS, all parties hereto acknowledge that Graham County, NC, and Mountain Projects, Inc., @ North Carolina Non-Profit Corporation, now desire for the parties to such Interlocal 1Agreement as set forth in Exhibit A attached hereto and the Amendments thereto as set forth in Exhibit B attached hereto to amend the same so as to include Graham County, NC, and Mountain Projects, Inc., e North Carolina Non-Profit Corporation, as principals and parties under the same in accordance with the terms and conditions as hereinafter provided; and WHEREAS, the transportation agencies of each of the parties hereto have been discussing the need to cooperate better with one another for the purpose of providing better and more efficient public transportation services fo the Veterans and their families within Macon, Clay, Cherokee ‘Swain, Jackson, Graham and Haywood Counties to medical services nd for other purposes; and WHEREAS, the transportation agencies of each of the parties hereto have decided to work together to implement a system to provide better and more efficient public transportation services to the Veterans and their families within Macon, Clay, Cherokee, Swain, Jackson, Graham and Heywood Counties to medical services and for other purposes; and WHEREAS, the transportation agencies of each of the parties hereto have decided upon trying to cooperatively procure, implement and operate a system to provide better and more efficient public transportation services to the Veterans and their families wilhin Macon, Clay, Cherokee, ‘Swain, Jackson, Graham and Haywood Counties to medical services and other purposes; and WHEREAS, toward that end, the transportation agencies of each of the parties hereto ~acknowiedge that Macon County, NC, applied for a Grant in order to aid and assist it in securing ‘a Grant for the purposes of procurement, implementation and operation of the SoNCVet: Southwestem NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and ‘Swain County, North Carolina, and with the option to add Jackson in such project, as proposed inthe Grant Proposal prepared by Kim Angel, Transit Director for Macon County Transit, dated April 19, 2012, (hereinafter refered to as the "Grant Proposal” a copy of which Is on file with ‘Macon County Transit and the same is incorporated herein by reference; and WHEREAS, Macon County, NC, has in fact been able to secure a Grant to aid and assist in the procurement, implementation and operation of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, and with the option to add Jackson County in such project, in accordance with the Public Transportation Section 5309 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0052( hereinafter referred to as the “Grant Agreement’ ) a copy of which is on file with Macon County Transit and the same is incorporated herein by reference; and WHEREAS, the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee: County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina had an anticipated total project cost of $536,705.29 rather than the anticipated total project cost set forth in Interlocal Agreement referenced hereinabove in the sum of $479,134.00; and WHEREAS, under said Grant Agreement, Macon County, North Carolina, hes secured through the North Carolina Department of Transportation, Federal Funds in the amount of 80% of the actual net cost of the SoNGVet: Southwestern NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee 2County, North Carolina and Swain County, North Carolina, ), and with the option fo add Jackson County in such project, notin excess of $469,873.00; and WHEREAS, Graham County, NC, and Mountain Projects, Inc., have made their own arrangements for funding their respective procurement, implementation and operation needs in connection with the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportion in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina; and WHEREAS, the procurement, implementation and operation of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Caroling, Swain County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, will require the full ‘sooperation and assistance of each party hereto and all parties hereio desire fo fully cooperate and assist in the effective and efficient procurement, implementation and operation of the ‘SoNCVet: Southwestern NC One-Call One Ciick Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina and Haywood County, NC, as provided for herein; and WHEREAS, in order to comply with said Grant Agreement and in order to begin the procurement process for said SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation, Macon County has duly advertised for Requests for Proposals for the SoNCVet: Southwestern NC One-Cail One Click Center for Veterane Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina ‘and Swain County, North Carolina, and with the option to add Jackson County, Graham County, and Mountain Projects, Inc., in such project, and has entered into a contract with the vendor for the benefit of Macon County, Clay County, Cherokee County, The State of Franklin Health Council, Inc,, and Jackson County for procurement; and WHEREAS, at the time of duly advertising for Request for Proposals for SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation Project, Macon County did require the vendors submitting proposals to make all pricing given in response to the Request for Proposal available to Graham County, North Carolina, and Mountain Projects, Inc., a5 well, in case those entities desired to join the SONCVet Southwestern NC One-Call One Click Center for Veterans Transportation Project; and WHEREAS, Graham County, North Carolina, and Mountain Projects, Inc., desire to take advantage of the pricing secured from the vendor selected by Macon County, for their fespective procurement, implementation and operation needs to participate in SoNCVet: ‘Southwestern NC One-Call One Click Center for Veterans Transportation Project, and each will ay their full cost for their respective procurement, implementation and operation needs for the same; and WHEREAS, all parties hereto do desire to enter these Second Amendments to the Interlocal Agreement and Contract and Amendments thereto above-referenced, to signify their respective ‘agreements to follow the Interlocal Agreement and Contract and’ Amendments thereto as eferenced hereinabove and as amended hereby and to fully cooperate and assist in the effective and efficient procurement, implementation and operation of the SoNCVet, Southwestern NC One-Call One Click Center for Veterans Transportation in Macon County, 3, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, , Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina in accordance with the terms and conditions provided for herein, NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS AND CONDITIONS CONTAINED HEREINAFTER, THE PARTIES HERETO DO AGREE TO AMEND THE INTERLOCAL AGREEMENT AND CONTRACT FOR THE PROCUREMENT, IMPLEMENTATION AND OPERATION OF THE SoNCVet: Southwestern NC One-Call One- Click Center for Veterans Transportation Project, and the Amendments thereto copies of which are attached hereto as Exhibits A and B respectively and incorporated herein by reference AS FOLLOWS: 1. That_Greham County, North Carolina, and Mountain Projects, Inc., are hereby made Parties to and Principals in said Interlocal Agreement and Contract and Amendments thereto in accordance with the terms and conditions contained hereinafter. 2. Section 1. Designation of Lead Agency., of said Interlocal Agreement and Contract ‘and Amendments are amended and rewritten to read: “The parties hereto hereby designate Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina. Macon County Transit and its Director shall lead the procurement, implementation and operation thereof in cooperation with the Transit Directors of the Transit Agencies of the other parties hereto. All other parties hereto and their Transit Agencies and Transit Directors shall work cooperatively with Macon County Transit as the Lead Agency and its Director in connection with the procurement, implementation and operation of the SoNCVet Southwestern NC One-Call One-Click Center for Veterans Transportation project ‘Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson Counly, North Carolina, Graham County, North Carolina, and Haywood County, NC. However notwithstanding anything to the contrary contained herein, Graham County, North Carolina, and Mountain Projects, Inc., shall be responsible for securing and satisfying all of their respective procurement, implementation and operation needs for their participation in SoNCVet Southwestern NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina and Haywood County, North Carolina. In securing and satisfying all of their respective procurement, implementation and operation needs, Graham County, North Carolina, and Mountain Projects, Inc., may use and take advantage of the Pricing secured from the vendor selected by Macon County, for their procurement, implementation and operation needs to participate in SoNCVet: Southwestern NC One- Call One Click Center for Veterans Transportation Project, and each will pay their full ‘cost for their respective procurement, implementation and operation needs for the same. Section 2. Purposes of Agreement., of said Interlocal Agreement and Amendments are amended and rewritten to read as follows: “The purposes of this Agreement ("Agreement’) are threefold as follows:(a). (b). (©. To allow the Procuring Agent to obtain proposals for demand response scheduling and routing software, tablets, web portal, interactive voice response telephone sysiem as part of the One Call One Click initiative for the SoNCVet: ‘Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, in accordance with applicable Federal and State law, and to enable procurement of the same by the Procuring Agent for itself and the Principals as provided for herein. All parties hereto understand and agree that the Procuring Agent has now obtained such a proposal and contracted with the vendor for has entered into a contract with the vendor for the benefit of Macon County, Clay County, Cherokee County, The State of Franklin Health Council, Inc., and. Jackson County for procurement. All parties hereto are satisfied with the same. However notwithstanding anything to the contrary contained herein, Graham County, North Carolina, and Mountain Projects, nc., shall be responsible for securing and satisfying all of their respective procurement, implementation and operation needs for their participation in SoNCVet Southwestem NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina and Haywood County, North Carolina. In securing and satisfying all of their respective procurement, implementation and operation needs, Graham County, North Carolina, and Mountain Projects, Inc., may use and take advantage of the pricing secured from the vendor selected by Macon County, for their procurement, implementation and operation needs to participate in SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation Project, and each will pay ail of their full cost for their respective procurement, implementation and operation needs for the same. For the Procuring Agent and the Principals to agree to cooperatively implement within Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County. North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, in accordance with applicable Federal and State law, as provided for heroin; and For the Procuring Agent and the Principals to agree to cooperatively operate within Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County, North Carolina, Cley County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, ‘Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, in accordance with applicable, Federal and State law, as provided for herein,6 Section 9. Implementation., of said Interlocal Agreement and Amendments are amended and rewritten to read as follows: “Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call One- Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, and through Macon Trensit Agency and its Director shall lead the implementation thereof in cooperation with the Transit Directors of the Transit Agencies of the other parties hereto. All other parties hereto and their Transit Agencies and Transit Directors agree to and shall work cooperatively with Macon County Transit as the Lead Agency and its Director as well as the vendor selected in connection with the implementation of the SoNCVet: Southwestern NC One-Call One Ciick Center for Veterans Transportation in Macon County, North Carolin, Clay County, North Carolina, Cherokee County, North Carolina, Swain Couniy, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, as proposed in the Grant Proposal prepared by Kim Angel, Transit Director for Macon County Transit, dated April 19, 2012, ( hereinafter referred to as the ‘Grant Proposal" ) a copy of which is on file with Macon County Transit and is incorporated herein by reference, and in accordance with the terms of the Public Transportation Section 5309 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0062{ hereinafter referred to as the “Grant Agreement’ ) a copy of which is on file with Macon County Transit and is incorporated herein by reference.” Section 10, Operation., of said Interlocal Agreement and Amendments are amended ‘and rewritten to read as follows: "Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call One- Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, and through Macon Transit Agency and its Director shall lead the operation thereof in cooperation with the Transit Directors of the Transit Agencies of the other parties hereto. All other parties hereto and their Transit Agencies and Transit Directors agree to and shall work cooperatively with Macon County Transit as the Lead Agency and its Director in connection with the operation of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, as proposed in the Grant Proposal prepared by Kim Angel, Transit Director for Macon County Transit, dated April 19, 2012, (hereinafter referred to as the “Grant Proposal” ) a copy af which is on fle with Macon County Transit and is incorporated herein by reference, and in accordance with the terms of the Public Transportation Section 5309 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0052 hereinatter referred to as the “Grant Agreement” ) 8 copy of which is on file with Macon County Transit and is incorporated herein by reference.” Section 11. Miscellaneous., of said Interlocal Agreement and Amendments are amended and rewritten to read as follows:“(a) Duration, This Agreement shall be 60-months from the effective date as set forth in the Interiocal Agreement as set forth in Exhibit A attached hereto, unless terminated earlier by mutual agreement. The Agreement may be extended for such additional time as the parties all deem appropriate. The governing body of each party hereto has determined that this duration is reasonable by their approval and execution hereof. On such termination, obligations of either side that are stil executory are hereby discharged, bbut any rights based on prior breach or performance survive. (e) Amendment and Termination. This Agreement may be amended by mutual agreement of the parties. This Agreement is terminated at the end of its duration as provided for herein or as hereinafter modified or may be terminated in accordance with the Agreement of all of the parties hereto, (0) Benefit of Agreement. This Agreement is for the benefit of only the parties hereto and not any other person, firm, or corporation. (e) Nature of Agreement and Transaction. Macon County has the responsibilty under this Agreement to conduct a procurement as described in this Agreement and to enter into the procurement contract for the benefit of the Procuring Agent and the Principals, also as described in this Agreement. In performing under this Agreement, the Pracuring Agent is acting as the agent on behalf of the Principals, and on its own behalf and the Procuring Agent may also purchase Goods and Services for itself from the same procurement contract. The Procuring Agent does not warrant, or give any opinion, that this procedure, by which the procuring Agent solicits proposals and enters into procurement contract on behalf of the Principals, will be successful or effective. The Principals shall not hold the Procuring Agent liable for eny deficiencies in, or failure of, this procedure. The Principals shall indemnify the Procuring Agent for, and hold the Procuring Agent harmiess from, any claim by any person, firm, or corporation regarding this procedure or regarding the sale or purchase of the Goods and Services. The PROCURING AGENT SHALL NOT BE LIABLE TO THE PRINCIPALS ON ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO MERCHANTIABILITY OR FITNESS FOR A PARTICULAR PURPOSE) with respect to any of the Goods and Services. Howe\ nding an the cont contained herein, Graham County, North Carolina, and Mountain Projects, Inc., shall be responsible for securing and satisfying their all of their respective’ procurement, implementation and operation needs for their participation in SoNCVet Southwestern NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County North Carolina, Swain County, North Carolina, Jackson County, North Carolina, Graham County, North Carolina and Haywood County, North Carolina. In securing and satisfying all of thelr respective procurement, implementation and operation needs, Graham County, North Carolina, and Mountain Projects, Inc., may use and take advantage of the pricing secured from the vendor selected by Macon County, for their procurement, implementation and operation needs to participate in SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation Project, and each will pay their full cost for their respective procurement, implementation end operation needs for the same. The parties hereto agree to procure, implement and operate the SoNCVet: Southwestern NC One-Call ‘One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, NorthCarolina, Jackson County, North Carolina, Graham County, North Carolina, and Haywood County, North Carolina, as provided for hereinabove. () Method of Financing the king, Including the Mt sts Revenues. The procurement of the Goods and Services for the SoNCVet: Southwestem. NC One-Call One-Click Center for Veterans Transportation will be financed as follows: Federal Funds in the amount of 80% of the actual net cost of the SoNCVet Southwestern NC One-Call One Click Center for Veterans Transportation, not in excess. of $459,873.00 from the Grant Agreement above-referenced; Macon County shall pay the sum of $16,905.00 unto Macon County:as its share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation, In addition, Macon County shall provide “in-kind” contributions to the project having a value of $6,000.00, and such ‘in kind contributions must be approved by the FTA; Clay County shall pay the sum of $ 16,905.00 unto Macon County, upon its execution of this Agreement as it share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans ‘Transportation. The same shall be held by Macon County and used by it solely for this project. In addition, Clay County shall provide “in-kind” contributions to the project having a value of $5,000.00, and such “in kind contributions must be approved by the FTA; Cherokee County shall pay the sum of $ 16,905.00 unto Macon County as it share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation. The same shall be held by ‘Macon County and used by it solely for this project. In addition, Cherokee County shall provide “in-kind” contributions to the project having a value of $5,000.00, and such "in kind contributions must be approved by the FTA; The State of Franklin Health Council, Inc., a North Carolina Non-Profit Corporation, shall pay the sum of $15,452.00 unto Macon County as it share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation. The same shall be held by Macon County and used by it solely for this project. In addition, The State of Franklin Health Council, Inc.. shall provide ‘in-kind’ contributions to the project having a value of $5,000.00, and such “in kind contributions must be approved by the FTA; Jackson County shall pay the sum of $16,178.00 unto Macon County as it share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation. The same shall be held by ‘Macon County and used by it solely for this project. In addition, Jackson County shall provide “in-kind” contributions to the project having a value of $6,000.00, and such “in kind contributions must be approved by the FTA; Graham County, North Carolina, and Mountain Projects, inc., shall be responsible for securing and satisfying all of their respective procurement, implementation and operation needs for their participation in SONCVet Southwestern NC One-Call One Click Genter for Veterans Transportation project in Macon County, North Carolina, Clay ‘County, North Carolina, Cherokee County North Carolina, Swain County, North Carolina,Jackson County, North Carolina, Graham County, North Carolina and Haywood County, North Carolina, Each party hereto shall pay for all its employees which are required to implement and operate the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans ‘Transportation project cooperatively with the other partles hereto, Each party hereto shall be entitled to the fares that it charges for the rides that it provides through the SoNCVet: Southwestern NC OneCall One-Click Center for Veterans Transportation project cooperatively with the other parties hereto, (g) Each party hereto shall at its sole expense during the term of this Agreement maintain, repair and if necessary replace such equipment placed into service in its home ‘County for use in connection with this project. Each party hereto shall be responsible for payment of all maintenance and service fees, hosting fees and data charges incurred within their County for years 2-5, (h) Each party hereto shall ratify this Agreement by resolution of the its Governing Board id the same upon its minutes.” 7. That the SoNCVet Southwestern NC One-Call One Click Center for Veterans ‘Transportation project in Macon County, North Carolina, Clay County, North Carolina, ‘Cherokee County, North Caroline, Swain County, North Carolina, and Jackson County, North Carolina will have an anticipated total project cost of $536,705.29 together with the anticipated procurement, implementation and operation costs to Graham County, North Carolina, in the amount of $111,520.71, and the anticipated procurement, implementation and operation costs to Mountain Projects, inc., in the amount of $112,990.14 8 The following provisions of the Interlocal Agreement as sat forth in Exhibit A attached hereto have no application to Graham County, North Carolina, and Mountain Projects, Ine. ‘A. Section 3, Delegation of Authority B. Section 5. Procurement Procedures, C. Section 6. Award of Contract. D. _ Seetion 8. Procurement. These Second Amendments to the Interlocal Agreement and Contract for the Procurement, Implementation and Operation of SoNCVet: Southwestern NC One-Call One- Click Center for Veterans Transportation Project, and Amendments thereto, copies of which is. attached hereto as Exhibits A end B and incorporated herein by reference have been executed by the Principals and the Procuring Agent by and through duly authorized representatives10 Macon County By. Name and Tite ATTEST:, Clerk PREAUDIT CERTIFICATE This instrument has been preadusited in the manner required by the Local Government Budget and Fiscal Control Act This the __ day of 2017. Macon County Finance Officeru Clay County, NC By, Name and Title ATTES Clerk PREAUDIT CERTIFICATE This instrument has been preadudited in the manner required by the Local Government Budget and Fiscal Control Act This the _ day of 2017, Clay County Finance Officer12 ‘Cherokee County, NC By: Name and Title ATTEST: Clerk PREAUDIT CERTIFICATE This instrument has been preadudited in the manner required by the Local Government Budget and Fiscal Control Act. This the _ day of, 2017. Cherokee County Finance Officer3 The State of Frankiin Health Council, Inc. ANorth Carolina Non-Profit Corporation By: Name and Title14 Jackson County By: Name and Ti ATTEST:, ‘Clerk PREAUDIT CERTIFICATE, This instrument has been preadudited in the manner required by the Local Government Budget and Fiscal Control Act This the _ day of 2017. Jackson County Finance Officer15 Graham County By: Name and Title ATTEST:, Clerk PREAUDIT CERTIFICATE This instrument has been preaduited in the manner required by the Local Government Budget and Fiscal Control Act This the _ day of 2017. Graham County Finance OfficerMountain Projects, Inc. North Carolina Non-Profit Corporation By: Name and 16" cXHIBIT A INTERLOCAL AGREEMENT AND CONTRACT FOR THE PROCUREMENT, IMPLEMENTATION AND OPERATION OF SoNGVet: Southwestern NC One-Call One-Click Center for Veterans Transportation Project BETWEEN MACON COUNTY, NO and ‘Clay County, NC, Cherokee County, NC, and The State of Franklin Health Council, Inc., a North Caroline Non-Pro Corporation porate t This INTERLOCAL AGREEMENT and CONTRACT le antered ine tie 12. coy ot Marcly 2014, by and between MACON COUNTY, NC, North Caran body pote (the "Procuting Agent" and “Lead Agency) and Clay Goutty, NC, Cherokee County, NC, and'The State of Frankin Health Coil, ne. 8 ‘North Carolina Non-Profit Corporation, (the *Principals") WITNESSETH: ‘THAT WHEREAS, the transportalon agenclés of each of the parties hereto: have boon dlacussing the need to cooperate better with one anther for the purpose of providing better end mote efficent public transportation services to the Veterans and their familes witin Macon, Clay, Cherokee and Swain Counties to medical services and fot other purposes; and WHEREAS, the tranaportation agencies of each of the paitise hereto have decided to work fogether to’ implement system to provide better and more effelent public transportation services to he Veteran and thelr faralies within Macon, Clay, Cherokee and Swain Counties to tmedipal services and for other purposes, and WHEREAS, the transportation agencies of exch of the partes hersta have decided upon trying te cooperalively procure, implement and operate a system to provide Better and more efficient public ransporation services to the Voterans and thelr families wihin Macon, Clay, Cherokee ‘and Swain Countes to medical services and other purposes; and WHEREAS, toward that end, tho Waneportation agencies of each of the parties hereto have heretofore seitled upon having Macon County, NC, epply for’ Grant in order to ald and aselet it in secuting a Grant for the purposes of procurement, Implementation and operation of the ‘SoNCVet: Southwestern NC One-Call One Click Cefiter for Vetorans Transporalion project in avon County, North Cetoling, Clay County, North Caroling, Cherokee County, North Carolina ‘and Swain County, North Carolia, as proposed in the Grant Proposal prepared by Kim Angel, “Transit Director for Macon County Transk, deted Apfi 19, 2012, (Rereinate referred to ae the “Grant Proposat" ) a copy of which Is-on ‘ila with Macon County Transit and the same is Incorporated herein by reference: and WHEREAS, Macon County, NC, has boot’ able to secure « Grant to aid end assistin the procutement, Implementation and operation of the SoNCVet: Southwestern NC One-Call One‘Click Center for Veterans Transportation in Macon County, Norh Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, Norh Carolina, In accordance with the Pubic Trangportation Section 6309 Captel Grant Agreement bolween the Stata of North Carolina and Mecon County, COT Number: DOT-19, and Project Number: 13-04-0062( hereinafter referrad to as the “Grant Agreement" } a copy of which ison fle wih Macon County ‘Transit ane the same Is incorporated herein by reference; and WHEREAS, the SoNCVet: Southwestern NC One-Celi One Gilck Center for Veterans ‘Transportation project in Macon County, North Carolina, Clay County, North Caralina, Cherokee County, North Carolina and Swain County, Nore: Carolina, has an enlicipated total project cost of $478,134.00; ana WHEREAS, under sald Grant Agreement,Macon County, North Carotina, has secured through the North Carolina Department of Transportation, Fadaral Funds In the amount of 80% of the actual not cost of the SoNGVet: Southwestern NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee Gounty, North Carolina and Swain Counly, North Carolin, notin excess of $489,873.00; and WHEREAS, under eaid Grant Agreement, local share is anticipated ln the amount of 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Cick Canter for Veterans Transportation project in Macon Gounty, North Carolina, Clay County, North Caroling, Cherokse County, Nerth Carotina ang Swain County, North Carolina; and WHEREAS, the parties hereto contemplate sharing the obligation for such local share as provided for herein; and WHEREAS, the procurement, implementation and operation ofthe SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transporation in Macon County, Noth Caroline, Clay County, North Carolina, Cherokee County, North Carolina and Swaln County, North Carol wil require th full cooperation and assistance of each party hereto and all pares hereto desi to fuly cooperate and assist In the effective and offcient procurement, implementation and operation of the SoNGVet Soulhwestern NC One-Call One Click Center for Veterans Transportation in Macon County, North Careline, Clay County, Noh Carina, Cherokee County, North Carolina and Swain County, North Carolina, a provided for Rorsin; and WHEREAS, in order to comply with sald Grant Agreement and in order to begin the procurement process for said SoNCVet: Southwestern NC One-Call One Cick Canter for ‘Veterans Transportation, Macon County has duly advertised for Requests for Proposals for the SoNCVet: Southwestern NC Ore-Call One Click Center for Veterans Transporation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, and hae secured a proposal from a vendor that it would recommend for this project on tho condition that each party hereto exebutes this Interlocal ‘Agroement and Contract, signitying ks agreement to folow this Agreement and to fully ‘cooperate and assist h ine effective and efficient procurement, implementation and operation of me SONCVet Southwostem NC One-Call One Click Center for Veterans Tranaportation In Macon County, North Carolina, Clay County, Nerth Carolina, Cherokee County, North Carolina and Swain County, North Carolina, In accordance with the terms and conditions provided for herein : and WHEREAS, all patti thereto do desire to enter this Interlocal Agreement and Contract, to signity their respective agreements to folw this Agreement and lo fully cooperate and assist in 2the effective and efficient procurement, implementation and operation of Southwestern NC One-Call One Click Center for Votorana Transportation in Macon County, North Carolina, Clay County, Narth Carolina, Cherokee County, North Carolina ond swah ‘County, North Carolina, n accordance withthe terms and condltions provided for herein NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS AND CONDITIONS CONTAINED HEREINAFTER, THE PARTIES HERETO DO AGREE AS FOLLOWS: ‘Section 1. Designation of Lead Agency, ‘The parties hereto hereby designate Macon County as the Lead Agency for the ‘SoNCVet Southwestern NC One-Call One-Click Centar for Velerans Transportation project in ‘Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina ‘and Swain County, North Carolina, Macon County Transit and iis Director shall lead the procurement, implementation and operation thereof in cooperation with the Transit Directors of the Transit Agencies of the other partes hereto. AN other parties hereto and thelr Transit Agencies and Transl Directors shall work cooperatively with Macon County Transit as the Lead ‘Agency and iis Ditector in connection with the procurement, implementation and aperation of ‘te SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project fn Macon County, Nomth Carcina, Clay County, North Caralina, Cherokee County, North ‘Carolina and Swain County, North Carolina Section 2. Purposes of Agroement. The purposes of this Agreement (Agreement) are threatold as follows: (#). To allow the Procuring Agent to obtain proposals for demand response schaduling and routing software, tablets, web portal, interactive voice response telephone system as part of the One Call One Click Intiatve for the SoNCVet Southwestem NC One-Call ‘One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Caroling, Cherokee County, North Carolina and Swain County, North Ina in" accordance with applicable Federal and State law, and to enable procurament of the same by the Procuring Agent for itself and tha Principals as provided {or herein; (8). For the Procuring Agent and the Principals to agree to cooperatively implement within Macon County, Noth Carolina, Clay County, North Caretta, Cherokee County, North Carolina end Swain County, North Carolina, the SoNCVet: Southwestem NC One-Call One-Click Center for Veterans Transportation project in Macon County, North Carona, iay County, North Carolina, Cherokee County, North Carolina and Swain County, North Garotina, im accordance with applicable Federal and Siaie law, as provided for herein; ‘and (©). For the Procuring Agent and the Principal to agree fo cooperatively operate within Macon County, North Carolina, Clay County, North Caroline, Cherokee County, North Carolina and Swain County, North Carolina, the SoNCVet: Southwastem NC One-Call ‘One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Ceratina, Cherokee County, North Carotna end Swoln County, North Carolina, in accordance with applicable Federal and State law, as provided for herein.Section 3. Delegation of Authority. The Principals hereby delegate unio the Procuring Agent the authortly to conduct a Request for Proposal for the Principals and the Procuring Agent for the purchase, delivery and installation of demand response routing arid scheduing software, Including reglonal coordination, tablets, web accoss and interacive volce response telephone systom (refered to heroafter a8 “Goods and Services") for the SoNCVet: Southwestem NC ne-Call One-Click Center for Veterans Transportation project In Macon County, North Carolina, Ciay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carotina, and in accordance with the Public Transportation Section 6308 Capital Grant Agreement between the State of North Carolina and Macon County, OOT Number: DOT-18, ‘and Project Number: 12-04-0062( hereinafter referred to aa the ‘Grant Agreement” ) a copy of whlch is on fle with Macon County Transit and is incorporated herein by reference, and do hereby rafify in ful is efforts in that regard. The Principals do furher delegate unto the Procuring Agent the authority to enter info procurement 2 contract for the purchase of the Goods and Services on behalf of the Procuring Agent and on behet of the Principals for the ‘SoNCVet: Southwestern NC Ono-Call One-Cick Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina ‘and Swain County, Notth Carolina, in accordance with the Public Transportation Section 5308 Capital Grant Agreement between tha State of North Carolina and Macon County, OOT Number: DOT-19, and Project Number: 13-04-0052( hereinafier referred to a8 the “Grant Agrooment”) a copy of whieh i on fle with Macon County Transit and is Incorporated herein by ‘reference. This Agreement does not obligate the Procuring Agent or the Principals to purchase any of the Goods of Services. Soction 4. Effective Dato of Agreement, This Agrsement shall become effective on February 2014. . This Procurement shall fofow te requirements set forth in the North Carolina General Statutos 143-129,8 and In the Federal Transportation Authorly (FTA) Circular 4220.1F, All Terms and Conditions set forh in the Request for Proposal document dated Novernber 27, 2013, ented, “SoNCVet: Southwestem NC OnesCall ‘One-Click Center for Veterans Traneportation - Macon County, Led Agency’, are hereby Incorporated by reference, Macon County shall also comply wih its Pubfc Transportation ‘Section 6309 Capital Program Grant Agreement with the North Carolina Department of ‘Transportation, DOT Number: DOT-19, Project Number: 12-04-0082. All Principals. shall ‘cooperate with the Proouring Agent and agreo to comply with all those requirements applicable to the Procuring Agent imposed by the Procuring Agency's Public Transportation Section 6309 Capital Program Grant Agreement with the North Carolina Department of Transportation, DOT ‘Number: DOT-19, Project Nurtber: 13-04-0062 and the FTA Master Agreement ‘Section 6, Award of Contract The proposals shall be reviewed by the Transil Director for Mecon County Transit and the Transit Olrector wil present a recommendation to the Maco County Commissioners for the award of the procurement contvact for the SONCVel Southwestem NC One-Calh One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, and ‘Swain County, North Carolla. Al parties hereto shali comply wth the provisions of N.C. Gen, Stet. § 143426.8 (6) which provides that such proposals shall nol be subject to puble inspecton unti a contract is ewarded. The Macon County Board of ‘Commissioners may consider, buts not bound by the recommendation. Macon County, within ts eole discretion, wit fsward any procurement contract. Onco the procurement contract has b ed by the Procuting Agent forthe bane of th Procuting Agent andthe Princpals and the vendor, a copy ‘of procurement contract shal be forwarded to the Principals. 4Section 7. Record Retention. The Procuring Agent and the Prinoipals agree to retain all documentation relating to the procurement for a peroa of ot lags than fve yea afer the dete ofthe Int delivery pursuant tothe procurement, except nthe evant of ligation or eotlement of claims arlsing from tha performance of the procurement contrac), In which case the Prooung ‘Agent and Principals agree to maintain same untl al such Wgaion, appeal, cians or exception related thereto have been resolved. Section 8. Procurement Macon County as the Lead Agency for the SoNCVe!: Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County. North Carolina, Clay County, North Carolina, Cherokee Counly, North Carolina and ‘Swain County, North Carolina, and through Macon Transit Agency and its Direclor shal leed the procurement of the Goode and Services needed for the SoNCVet: Southwestern NC One-Ci (One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina All other parties hereto and thelr Transit Agencies and Transit Dirootore agree to ana ehall work cooperatively with Macon County Tranelt as the Lead Agency and ite Director In connection with the procurement of goods and services necessary for the SoNCVet: Southwaatem NC One-Call One Cilck Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Caroling, Cherokee County, North Carolina and Swain County, North Carolina, as proposed in the Grant Proposal preparad by Kim Angel, Transit Director for Macon County Transit, dated April 18, 2042, (hereinafter refarred to as the “Grant Proposal’) a copy of which ison fle with Macon County Transit end is incorporated herein by reference, and in accordance ‘with the terms of the Public Transportation Section 5309 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04- (0082{ hereinafter referred to as tho “Grant Agreement’) « copy of which Is on fle with Macon ‘County Transit and i¢ Incorporated herein by reference, Section 8. Implementation. Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call- One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carola, Cherokee County, Nonh Careline and ‘Swain County, North Caroline, and through Macon Transit Agency and Its Director shall lead the Implementation thereof in cooperation with the Transit Directors of the Transit Agencies of the ‘other parties hereto. Ali other parties hereto and thelr Transit Agencies and Transit Directors ‘agree to and shall work cooperatively with Macon County Transit ae the Lead Agency and is Director as well es the vendor selected in connection with the implementation of tne SONCVet: Southwestern NC One-Call One Click Canter for Veterans Transportation in Macon County, ‘North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, a6 proposed in the Grant Proposal prepared by Kim Angel, Transit Director for Macon County Trans, dated Apri 19, 2012, ( herelnatter referred to 98 the “Grant Proposal") a copy of which is on fle whit Macon County Transit and Is Incorporated herehn by reference, and In accordance with the terms of the Public Transportation Saction 5309 Caplal Grant Agrsement between the State of North Carolina and Macon County, DOT Number: BOT- 10, and Project Number: 13-04-0052/ hereinafter referred to as the “Grant Agreement” ) a copy ‘of which Is on fle with Macon County Transit and is incorporated herein by relerence, Section 10. Operation. Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call One-Click Centor for Veterans Transportation project in Macon County, North Goroilna, Clay County, North Carolina, Cherokee County, North Carolia and Swain County, North Carolina, and through Macon Transit Agency and ite Director shal lead the operation ‘hereof in cooperation with the Transit Directors of the Transit Agencies of the other parties 5hereto, Al other parties hereto and their Transit Agencies and Transit Directors agree to and shall work cooperatively with Macon Counly Transit as the Lead Agency and Ite Director in ‘connection with the operation of the SoNCVet: Southwestern NC One-Cail One Ciick Center for Veterans Transporation in Macon County, Neith Carolina, Ciay County, North Carotina, Cherokee County, North Carolina and Swain County, North Carolina, #8 proposed in the Grant Proposal prepered by Kim Angel, Transit Dicector for Macon Couniy Transit, dated Apri 18, 2012, ( hereinafter roforred to ae the “Grant Proposal” ) a copy of which Ie on fle with Macon ‘County Transit and is incorporated herein by reference, and in accordance withthe terms of the Public Transportation Section 6309 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number; DOT-19, and Project Number: 13-04-0062 hereinafter referred to as the “Grant Agreement” ) a copy of which ison fle with Macon County ‘Trameit and is incorporated herein by reference. ‘Section 11. Miscellaneous. (a) Duration, This Agreement shall be 60-months unless terminated eavier by mutual agreement. The Agreement may be extended for such additional time as the parties all deem appropriate. The governing body of each party hereto has determined thet tis duration (s reasonable by their approval and execution hereof. On euch termination, obligations of eiter side that are stil execulory are herety discharged, but any rights.based on prior breach oF performance survive. (b) Amendment and Terminalion, This Agreement may be amended by mutual agreement of the parties, This Agreement ie terminated at the end of ts duration ax provided for herein of a8 herainatter modified or may be terminated Ia. accordance with the Agreament of al ofthe parties, hereto. (@) Beneft of Agreement. This Agreement Is for the benefit of only the pertis hereto and not ‘ther person, frm, oF corporation. (6) Nature of Agreement and Transaction. Macon County has the responsiblity under this ‘Agreement to conduct a procurement as describad in this Agreement and to enter Into the procurement contract for the benefit of the Procuring Agent and ha Principals, also as ‘described in this Agreement. In performing under this Agreement, te Procuring Agent is acting a6 the agent on behalf of the Principals, and on its own benalf and the Procuring Agent may also purchase Goods and Services for itsell fom the same procurement contact. The Procuring Agent does nat warrant, of. give any opinion, that this procedure, by which the procuring Agent sollte proposals’ and enters into procurement contract on behalf of the Principals, will be successtul or affective. The Principals shall nat hold the Procuring Agent lable for any deficiencles In, or falure of, this procedure. The Principals shall indemnify the Procuting Agent for, and hold the Procuting Agent hatmiesa from, any claim by any person, ‘fim, oF corporation regarding this procedure or regarding the eala of putchase of the Goods and Services. The PROCURING AGENT SHALL NOT BE LIABLE TO THE PRINCIPALS ON ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT UMITED TO MERCHANTIABILITY OR FITNESS FOR A PARTICULAR PURPOSE) with respect to any of the Goods and Services, The parties hereto agree to procure, implement and operate the ‘SoNCVet: Southwastem NC One-Call One-Click Center for Veterans Transportation project in ‘Macon County, North Carolina, Clay County, Nort Carolina, Cherokee County, North Caroling ‘and Swain County, North Caralina, as provided for hereinabove. 0 3 Financl der lu tne 8's and Rever The procurement ofthe Goods and Services for he SoNCVet: Southwestern NC One-Call One: Click Center for Voterans Transportation willbe financed as follows:Federal Funds in the amount of 80% of the actual net cost of the SoNGVet: Southwestern NC One-Call One Click Center for Veterans Transportation, not in excess of $450,673.00 from the Grant Agreement above-referenced: Macon County shall pay the sum of $18,110.00 unto Macon County as its share of the loca! share forthe remaining 20% ofthe actual net cost of the SONCVet: Southwestern NC One-Cal ‘One Glick Center for Veterans Transportation. In addition, Macon County shall provide “in-kind* contributions to the project having a velue of $6,260.00, and auch “in Kind contributions must be ‘approved by the FTA; Clay County shall pay the sum of $18,110.00 unto Macon County, upon its execution of this Agreement ast share of the lacal share for the remaining 20% of tho actual net cost of th ‘SoNCVet: Southwestern NC One-Call One Click Genter for Veterans Transportation. The same ‘shall be held by Macon Counly and used by it solely for this project In addilon, Clay County ‘shall provide “in-kind” contribullons to the project having a value of $6,260.00, and such “in kind ‘contridutions must be approved by the FTA; Cherokee County shall pay the sum of $18,110.00 unto Macon County as it share of the focal share for the remelning 20% of the actual net cost of the SoNCVet Southwestern NG One-Call (One Click Center for Veterans Transportation. The same shall be held by Macon County and used by It solely for this project. In additon, Cherokee Counly shall provide “in-kind” ‘contributions to the project having a value of $6,260.00, and such “in Kind contributions must be ‘approved by the FTA; ‘The State of Franklin Health Counc, Inc, North Carolina Non-Profit Corporation, shal pay the um of $16,600.00 unto Macon County as it share of the local share for tho remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Giick Center for Veterans Transportalion, The eame shall be held by Macon County and used by k solely for this project. In addition, The State of Franklin Health Council, Inc., shall provide “in-kind” contributions to the project having a value of $6,250.00, and suoh “in kind contributions must be approved by the FTA; Esch party hereto shall pay forall te employees which are required to implemant and operete the SONCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project ‘cooperatively with the other parties hareto. Each party hereto shall be enilled to the fares that it charges for the rides that t provide through the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation ‘project cooperatively with the other parties hereto. (a) Each party hereto shall at te solo expense during the term of this Agreement maltain, repair and if necestary replace such equipment placed into service in its home County for use in connection with thie project. Each party hereto shail be responsible for payment of all maintenance and service fees, hosting fees and data charges incurred within their County for yoars 2-5. {(h) Each pary hereto shal ray this Agreement by resolution of the ts Governing Board and ‘Spread the same upon ls minutes.Section 12 Governing Law and Forum. This Agreement shall be construed and interpreted im accordance with the laws of North Carolina. The-exclusive forum forall actions arising out of this Agreement, that are betwoen the parties to this Agreement, shalt be the North Carolina General Cour of Justice, in North Carolina, Section 13. Macon County Policy. Macon County is committed to ensuring that no person it ‘excluded ftom participating ino daniod the benefits of any of the county's services on the basi ‘of race, color, national origin, 60x, age, dissblity or socioeconomic status as protected by Title Viof the Civ Rights Act of 1964 and the Executive Order on Environmental Jusiice. Anyone boliaving to have been subjected to discrimination under Title VI by the county, its employees or agonts, are ented to fle a complaint, ‘This Agreement has been executed by the Principals and the Procuring Agont by and through duly authorized representatives.Name and Tile PREAUDIT CERTIFICATE This instrument has beon preaduditsd in the ‘manner required by he Local Government Budget and Fiscal Control Act. voi aay t_Agrid 0m.Clay County, No GG Gon Me ares By PREAUDIT CERTIFICATE ‘This instrument has been preadudited in the manner required by the Loca} Government Budget ‘and Fiscal Control Act. This te Beye Felhaty 20‘The State of Frankiin Hoth Council, no. ‘A North Carolina Non-Profit Corporation By, Name and The oe‘ “EXHIBIT & AMENDMENTS TO INTERLOCAL AGREEMENT AND CONTRACT FOR THE PROCUREMENT, IMPLEMENTATION AND OPERATION OF SoNCVet: Southwastem NC-One-Call One-Click Genter for Veterans Traneportation Projact BETWEEN MACON COUNTY, NG ‘and Clay County, NC, Cherokee County, NC, The State of Frankin Health Counel, ne, @ North Carolina Non-Profit Corporation and Jackson County, NC. ‘These AMENDMENTS TO INTERLOCAL AGREEMENT and CONTRACT are entered into this & coyot_Suly 2014, by ana between MACON COUNTY, NC, a Noth Carolina body poltic(the "Procuring Agent" and "Lead Agency’) and Clay County, NG,.Cherokes County, NC, The State of Franklin Health Council, ine, a North Carolina Non-Profit Corporation, and Jackson County, NC, (the Principals") WITNESSETH: THAT WHEREAS, all parties hereto acknowledge that Macon County, NC, Clay County, NC, Cherokee County, NC, and The State of Franklin Health Council, Inc., did enter into ni Interlocal Agreement and Contract for the Procurement, Implementation and Operation of SoNGVet: Southwestern NC One-Call One-Click Canter for Vetarans Transportation Project, on of about March 13, 2014, a copy of which Is attached heteto and. incosporated herein by reference; anid WHEREAS, all parlies hereto acknowledge that Macon County, NC, Clay Counly, NC, Sherokee County. NC.-and The Stato of Franklin Health Counci,Inc., now desire to amend said Interlocal Agreement 0 28 to Include Jackson County as @ principal and a party under the same as hereinafter provided;and WHEREAS, all parties hereto acknowledge that Jackson County, NC, now desires for the parties (o such Interlocal Agreement to aftiend the same ¢o as to inolude Jackson County as @ Principal and party under the same as hereinafter provided;:and WHEREAS, the transportation agencies of each’of the parties hereto have been discussing the ead to cooperate better with one another for the purpose of providing better and more efficiont ‘ublic tranisportation:services fo'the Veterans and thelr families within Macon, Clay, Cherokee ‘Swain and Jackson Counties to medical services and for other purposes; and WHEREAS, the transportation agencies of each of the partiss hereto have dacided to work ogather to implement a system to provide better and more efficient public transportation Services to the Veterans and their families within Macon, Clay, Cherokee , Swain and Jackson ‘Counties to medical servioes and for other purposes; andWHEREAS, the transportation agencies of each of the parties hereto have decided upon trying to cooperatively procure, implement and operate a system to provide better and more efficient public transportation services to the Veterans and thelr families within Macon, Clay, Cherokes, + Swain and Jackson Counties to mecical services and other purposes; and WHEREAS, toward that end, the transportation agencies of each of the parlies hereto ‘acknowledge that Macon County, NC, has applied for a Grant in order to ald and assist it in securing @ Grant for the purposes of procurement, implementation and operation of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina ‘and Swain County, North Carolina, and with the option to add Jackson County in such project, {8 proposed in the Grant Proposal prepared by Kim Angel, Transit Director for Macon County Transit, dated Apri 19, 2012, ( hereinafter referred to as the “Grant Proposal” a copy of which is cn fle with Macon County Transit and the same is incorporated herein by reference; and WHEREAS, Macon County, NC, has been able to secure a Grant to ald and assist in the procurement, implementation and operation of the SoNCVet: Southwestem NC One-Cali One Glick Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Caroling, Cherokee County, North Carolina and Swain County, Noth Geralina, and with the ‘option to add Jackson County in such project, in accordance with the Public Transportation ‘Section 6309 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0052( hereinafter referred to as the "Grant Agreement” ) @ copy of which is on file with Macon County Transl! and the same is Incorporated herein by reference: and WHEREAS, the SoNCVet: Southwestern NC One-Cell One Click Center for Veterans Transportation project In Macon County, North Carolina, Ciay County, North Carolina, Cherokee County, North Garotina, Swain County, North Carolina, and Jackson County, North Carolina will have an anticipated total project cost of $536,705.29 rather than the anticipated total project cost set forth in Interlocal Agreement referenced hereinabove in the sum of $478,134.00; and WHEREAS, under sald Grant Agreement, Macon County, North Carolina, has secured through the North Carolina Department of Transportation, Federal Funds in the amount of 80% of the actual nat cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans ‘Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, ), and wih the option to add Jackson ‘County in such project, not in exeges of $459,873.00; and WHEREAS, under said Grant Agreement, local share is anticipated in the amount of 20% of the actual net cost of the SoNCVel: Southwestern NC One-Call One Click Center for Veterans ‘Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolin and WHEREAS, the parties hereto contempiate sharing the obligation for such local share as WHEREAS, the procurement, implementation and operation of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, will require the full cooperation and assistance of each party hereto and all parties hereto desire 2fo fully cooperate and assist in the effective and efficient procurement, implementation and operation of the SoNCVet: Southwestein NC One-Calf Ono Click Center for Veterans Transportation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, es provided for herein: and WHEREAS, In order to comply with said Grant Agreement and in order to begin the Procurement process for sald SoNCVet: Southwestern NC Oné-Cell One Click Center for Veterans Transportation, Macon County has duly advertised for Requests for Proposals for the SoNCVet: Southwestern NC One-Calf One Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, and with the option to add Jackson County in such project, and has entered into a contract with the vendor and all parties hereto ave satisfied with the samej; and WHEREAS, all parties hereto do desire to enter these Amendments to the intetlocal Agreement and Contract above-referenced, to signify thelr respective agreements to follow this the Interlocal Agreement and Contract as referenced hereinabove and as amended hereby and to fully cooperate and assist in the effective and efficient procurement, implementation and ‘operation of the SoNCVet: Southwestem NC One-Call Ono Click Center for Veterans Transportation In Macon County, North Carolina, Clay County, North Carolina, Cheroks County, North Carolina, Swain County, North Carolina, and Jackson County, North Caroline, in acoordance with the terms and conditions provided for herein, NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS AND CONDITIONS CONTAINED HEREINAFTER, THE PARTIES HERETO DO AGREE TO AMEND THE INTERLOCAL AGREEMENT AND CONTRACT FOR THE PROCUREMENT, IMPLEMENTATION AND OPERATION OF THE SoNCVet: Southwestern NC One-Call On Click Center for Veterans Transportation Project, on or about March 13, 2014, a copy of which 's attached hereto and incorporated herein by reference AS FOLLOWS: 1, That Jackson County, North Carolina, is hereby made a party to and a Principal in sald Interlocal Agreement andContract 2. Section 1. Designation of Lead Agency., of said Interlocal Agrooment and Contract is amended and rewritten torsad: “The parties hereto hereby designate Macon County es the Lead Agency for the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans. Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina and Jackson County, North Carolina, Macon County Transit and its Director shall lead the procurement Implementation and operation thereof in cooperation with the Transit Directors of the Transit Agencles of the ather parties horeto. All other partie herato and their Transit Agencles and Transit Directors shall work cooperatively with Macon County Transit as the Lead Agensy and its Director in connection with the procurement, implementation and operation of the SoNCVet: Southwestem NC One-Call. One-Click Center for Veterans Transportation project in Macon Counly, North Cardlina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina.”3. ‘Section 2. Purposes of Agreement., of said intrlocal Agreement is amended and rewiten to read as follows: “The purposes of this Agreement ("Agreement") are threefold as follows: (@). To allow the Procuring Agent to obtain proposals for demand response scheduling and routing software, tablets, web portal, iteractive voice response telephone system as part of the One Call One Click initiative for the SoNCVet: Southwestem NC One-Call One-Click Canter for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Garolina, in accordance with applicable Federal and State law, and to enable procurement of the same by the Procuring Agent for itself and the Principals as provided for herein, All parties hereto understand and agree that the Procuring Agent has now obtained such a proposal and contracted with the vendor for the same and with the option to add Jackson County in such project. Allpatties hereto are satisfied with the same; (b). For the Procuring Agent and the Principals to agree to cooperatively implement within Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, the SoNCVet: Southwestern NC One-Cail One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, in accordance with applicable Federal and State law, as provided for hereln; and (©). For the Procuring Agent and the Principals to agree to cooperatively operate within Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Caroling, and Jackson County, North Carolina, the SoNCVet: Southwestern NC One-Call One-Click Canter for Veterans Transportation projact in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackscn County, North Carolina, in accordance with applicable Federal and State law, as provided for herein. Section 3. Delegation of Authority., of said Interlocal Agreement is amended and rewritten to read asfollows: "The Principals hereby delegate unto the Procuring Agent the authority to conduct a Request for Proposal for the Principals and the Procuring Agent for the purchase, delivery and installation of demand response routing and scheduling software, including regional coordination, tablets, web access and interactive voice response telephone system (referred to hereafter as “Goods and Services") for the SoNCVet: Southwestern NC One-Cali One-Click Genter for Veterans ‘Transportation project in Macon County, North Carolina, Ciey County, North Carolina, Cherokee County, North Carolina and Swain County, North Carolina, and with the option fo add Jackson County in such project, and in accordance with the Public Transportation Section 5309 Capital Grant ‘Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0052( hereinafter referred ts the “Grant Agreement" ) 8 Copy of which is on file with Macon County Transit and is Incorporated herein by reference, and do hereby raffy in ful its efforts in that regard. The Principals do further delegate Unto the Procuring Agent the authority to enter into procurement a contract for the purchese of the Goods and Services on behalf of the Procuring Agent and on behalf of the Principals for the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherakes County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, in accordance with the Public Transportation Section 6300 Capital Grant Agreement between the State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0052( hereinafter referred to as the "Grant Agreement” ) a copy of which is on fle with Macon County Transit and is incorporated herein by reference. This Agreement does not obligate the Procuring Agent or the Principals to purchase any of the Goods or Services. Al parties hereto understand and ‘agree that the Procuring Agent has now obtained such a proposal and contracted with the vendor for the same and with the option to add Jackson County In such project. All parties hereto are satisfied with the ame Sectlon 6. Award of Contract... of said Interlocal Agreament is amended and rewrlten to read as follows. “The proposals shall be reviewed by the Transit Directer for Macon County Transit and the Transit Director will present a recommendation to the Macon County Commissioners {or the award of the procurement contract for the SoNGVet: Southwestern NC One-Call One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, and Swain County, North Carolina, All parties hereto shall comply with the provisions of N.C. Gen. Stat. § 143-128.6 (6) which provides that such proposals shall not be subject to pubic inspection until a contract is awatded. The Macon County Board of Commissioners may ‘consider, but is not bound by the recommendation. Mecon County, within its sale discretion, will award ery procuroment contract. Once the procurement contract hes ‘been executed by the Procuring Agent for the benefit of the Procuring Agent and the Principals and the vendor, @ copy of procurement contract shall be forwarded to the Principals. All parties hereto understand and agree that the Procuring Agent has now obtained such a proposal and contracted with the vendor for the same and with the ‘option to add Jackson County in such project. All parties hereto are satisfied with the same” Section 8. Procurement, of said Interlocal Agreement is .amended and rewritten to read as follows: "Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call One- Click Canter for Veterans Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, and through Macon Transit Agency and lis Director shall lead the procurement of the Goods and Services needed for the SONCVet: Southwostom NC One-Call One-Click Certer for Veterans Transportation project in Macon County, North Carolina, Clay County, North Caroline, Cherokee ‘County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina. All other parties hereto and their Transit Agencies and Transit Directors’ agreeto and shall work cooperatively with Macon County Transit as the Lead Agency and ite Director in connection with the procurement of goods and services necessary for the SoNCVet: Southwestern NC Cne-Call One Click Genter for Veterans Transportation in ‘Macon County, North Carolina, Clay County, North Caroiina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, as proposed in the Grant Proposal prepared by Kim Angel, Transit Director for Macon ‘County Transit, dated April 19, 2012, ( hereinafter referred to as the "Grant Proposal") a copy of which is on file with Macon County Transit and is incorporated herein by ‘reference, and in accordance with the terms of the Public Transportation Section 5309 Capital Grant Agrooment between the State of North Carolina and Macon County, OOT Number: 007-19, and Project Number: 13-04-0052( hereinafter referred to as the "Grant ‘Agroement" ) a copy of which is on file with Macon Counly Transit and is Incorporated herein byreference.” Section 8. mplementation,, of said Interlocal Agreement is amended and rewritten to ead as follows: "Macon County as the Lead Agency for the SoNCVet: Southwestern NC One-Call One- Click Center for Veterans Transportation project in Macon Courty, North Carolina, Clay County, North Caroling, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, and through Macon Transit Agency and its Director shall lead the Implementation thereof in cooperation with the Transit Directors of the Transit Agencies of the other parties hereto. All other partes hereto and their Transit Agencies and Transit Directors agree to and shall work cooperatively with ‘Macon County Transit as the Lead Agency and tts Director as well as the vendor selected In connection with the implementation of the SoNCVet: Southwostern NC Cne- Call One Click Center for Veterans Transportation in Macon County, North Carotn Clay County, North Carolina, Cherokee County, North Cardiina, Swain County, North Carolina, and Jackson County, North Carolina, as proposed in the Grant Proposal prepared by Kim Angel, Transit Director for Macon County Transit, dated April 19, 2012, (hereinafter referred to as the "Grant Proposal" ) a oopy of which Ie on file with Macon County Transit and 's Incorporated herein by reference, and in accordance with the terms of the Public Transportation Section 6309 Capital Grant Agreement between the ‘State of North Carolina and Macon County, DOT Number: DOT-19, and Project Number: 13-04-0052{ hereinafter referred to as the “Grant Agreement’) a copy of which is on file with Macon County Transit and is incorporated herein by reference.” ‘Section 10. Opgration., of said Interlocal Agreement is amended and rewritten to read as follows: "Macon County a8 the Lead Agenoy for the SoNCVet; Southwestern NC One-Call One- Click Center for Veterans Transportation project in Macon County, North Caralina, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Carolina, and through Macon Transit Agency and its Direotor shall lead the operation thereof in cooperation with the Transit Directors of the Transit Agencies of the other parties hereto. All other parties hereto and their Transit Agencies and Transit Directors agree to and shall work cooperatively with Macon County Transit a8 the Lead Agency and its Director in connection with the operation of the ‘SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transporation in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, NorthCarolina, Swain County, North Carolina, and Jackson County, North Caroline, as proposed in the Grant Proposal prepered by Kim Angel, Transit Director for Macon County Transit, dates Apri 19, 2012, (hereinafter referred o as the "Grant Proposal") & ‘copy of which is on file with Macon County Transit and Is incorporated herein by ‘reference, and in accordance with the terms of the Public Transportation Section 6308 Capital Grant Agreement between the State of North Carolina and Macen County, DOT Number: DOT-18, and Project Number: 13-04-0052( hereinafter referred to as the "Grant Agreement” ) a copy of which is on file with Macon County Transit and is incorporated herein by reference.” ‘Section 11. Miscellaneous., of said interlocal Agroement is amended end rewritten to read as follows: “(@) Duration. This Agreement shall be 60-months unless terminated earlier by mutual ‘agreement. The Agreement may be extended for such additonal time as the parties all deem appropriate. The goveming body of each parly hereto has determined that this uration Is reascnable by their approval and execution herect. On such termination, obligations of elther side that are stil exacutory ara hereby discharged, out any rights bbased on prior breach or performance survive. (b) Amendment and Termination. This Agreement may be amended by mutual ‘agreement of the parties. This Agreement is terminated al the end of its duration as Provided for herein of a8 hereinafter modified or may be terminated in accordance with the Agreement ofall ofthe parties hereto, (©) Benefit of Agreement. This Agreement is for the benefit of only the parties hereto and not any other person, fim, or corporation. (@) Nature of Agreement and Transaction. Macon County has the responsiblity under this Agreement to conduct a procurement as desoribed in this Agreement and to enter into the procurement contract for the benefit of the Procuring Agent and the Principals, ‘also as described in this Agreement. in performing under this Agreement, the Procuring ‘Agent is acting as the agent on behalf of the Principals, and on its own behelf and the Procuting Agent may also purchase Goods and Services for itself from the same procurement contiact. Tha Procuring Agent does not warrant, ot give any opinion, that this procedure, by which the. procuring Agent solicits proposals and entere’ into procurement contract on behalf of the Principals, will be suocessful or effective. The Principals shall not hold the Procuring Agent lable for any deficiencies in, or failure of, this procedure. The Principals shall indemnify the Procuring Agent for, and hold the Procuring Agent harmiess ftom, any claim by any person, firm, oF corporation regarding this procedure or regarding the sale or purchase of the Goods and Services, The PROCURING AGENT SHALL NOT BE LIABLE TO THE PRINCIPALS ON ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO MERCHANTIABILITY OR FITNESS FOR A PARTICULAR PURPOSE) with respect to any of the Goods and Services. The parties hereto agree to procure, implement and operate the SoNCVet: Southwestem NC One-Call One-Click Center for Veterans ‘Transportation project in Macon County, North Caroline, Clay County, North Carolina, Cherokee County, North Carolina, Swain County, North Carolina, and Jackson County, North Cerolina, as provided for hereinabove.Federal Funds in the amount of 80% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Canter for Veterans Transportation, nol In excess. of $459,873.00 from the Grant Agreement above-referenced; ‘Macon County shall pay the sum of $16,905.00 unto Macon County as its share of the local share for the remaining 20% of the actual net cost of the SNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation. in addition, Macon County shall provide “in-kind” contributions to the project having a value of $5,000.00, and such “in kind contributions must be approved by the FTA; Clay County shall pay the sum of§ 16,905,00 unto Macon County, upon its execution of this Agreement as it share of the local share for the remaining 20% of the actual net cost ‘of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans Transportation. The same shall be held by Macon County and used by it solely for this project. In addition, Clay County shall provide “in-kind” contributions to the projact having ‘a value of $5,000.00, and such "in kind contributions must be approved by the FTA; ‘Cherokee County shall pay the sum of$ 16,906,00 unto Macon County as it share of the {ocal share for the ramaining 20% of the actual net cost of the SoNGVet: Southwestern NC One-Call One Click Center for Vaterans Transportation. The same shall be held by Macon County and used by it solely for this project. In addition, Cherokee County shall provide "in-kind" contributions to the project having @ value of $5,000.00, and such "in Kind contributions must be approved by the FTA; The Stato of Franklin Health Council, Inc,, a North Carolina Non-Profit Corporation, shall ‘pay the sum of $16,452.00 unto Macon’ County as it share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterens Transportation. The same shall be held by Macon County end used by it solely for this project. In addition, The State of Franklin Health Council, Inc. shall provide "in-kind contributions to the project having a val_ue of $6,000.00, and such "inkind contributions must be approved by the FTA; Jackson County shall pay the sum of $16,178.00 unto Macon County as it share of the local share for the remaining 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click, Center for Veterang Transportation, The same shall be held by ‘Macon County and used by It solely for this project. in addition, Jackson County shall provide “in-kind” contributions to the project having @ value of $6,000.00, and such "in kind contributions must be approved by the FTA; Each parly hereto shall pay for all its employees which are required to implement and operate the SoNCVet: Southwestern NC One-Call One-Click Center for Veterans ‘Transportation project cooperatively with the other pales hereto. Each party hereto shall be entitled to the fares that it charges for the rides that it provides through the SoNCVet: Southwestein NC One-Call One-Click Center for Veterans Transportation project cooperatively withthe other patties hereto. (g) Each party hereto shall af its sole expense during the term of this Agreement maintain, repair and if necessary replace such equipment placed into service in its home County for use in connection with this project. Each pery hereto shall be responsible orpayment of al maintenance and service fees, hosting fees and data charges incurred within their County for years 2-6, (h) Each party hereto shall ratty this Agreement by resolution ofthe its Governing Board ‘and spread the same upon its minutes.” 10. That the SoNCVet: Southwestern NG One-Call One Glick Center for Veterans ‘Transportation project in Macon County, North Carolina, Clay County, North Carolina, Cherokee County, Nerth Carolina, Swain County, North Carolina, and Jackson County, North Carolina will have an anticipated total project cost of $538,705.29 rather than the anticipated total project cost set forth in Interlocal Agreement referenced hereinabove in the sum of$479,134.00. These Amendments to the Interlocal Agreement and Contract for the Procurement, } Implementation and Operation of SoNCVet: Southwestern NC One-Call One-Click Center for Veterans Transportation Project, on or about March 13, 2014, a copy of which Is attached hereto and incorporated herein by reference have been executed by the Principals and the Procuring Agent by and through duly authorized representatives.“oi. se ares LE CS AO Tien PREAUDIT CERTIFIOATE “Ts insruont has bean prendued in ho ‘manne’ requed by the Local Government dpe Sees wwete Bape Jill mee ‘Geunty FranceClay County, NC on _ ai and Title a PREAUDIT CERTIFICATE ‘This instrument has been preaduaited in the manner required by the Locel Government Budget ‘and Fiscal Contiol Ag. ‘This the F day of, ate 2014. iPREAUDIT CERTIFICATE This instrument hes been preaducited in the manner required by the Local Government Budget ‘and Fiscel Control Act This the 1 cay ot Aga, 014 I fi ancl YY). bole ke9 Gdunty Finance Officer‘The State of Franklin Health Counc, nc. ‘ANorth Carofina Non-Profit Corporation : j é Name and Tite B4 PREAUDIT CERTIFICATE This instrument has been preadudited in the. manner tequired by the Local Government Budget and Fiseal Control Act. This the Gay ot_Tely 2014, ‘Tackeon County Fingtoe OfficerINTERLOCAL AGREEMENT AND CONTRACT FOR THE PROCUREMENT, IMPLEMENTATION AND OPERATION OF ‘SONCVet: Southwostem NC One-Call One-Click Genter for Veterans Transportation Project BETWEEN MACON COUNTY, NC and Ciay County, NC, Cherokee County, NC, and The State of Franklin Heath Council, Inc.» North Carolina Non-Profit Corporation t ‘This INTERLOCAL AGREEMENT and CONTRACT is entered into this 13 day of , 2014, by and between MAGON COUNTY, NC, # North Caraiina body polite (the "Procuring Agent” and *Lead Agency) ‘and Clay County, NC, Cherokee County, NC, and The State of Franklin Health Counc, Inc., @ North Carolina Non-Proft Corpotatton, (the Principals") WITNESSETH: THAT WHEREAS, the transportation agencies of each of the parties hereto have been discussing the need to cooperate better with one another for the purpose of providing better and ‘more efficient public transportation services to the Veterans and their families within Macon, Clay, Cherokee and Swain Counties to medical services and for other purposes; and WHEREAS, tho transportation agencies of each of the parties hereto have decided to work together to’ Implement @ system to provide better and more efficent public transportation services te the Veterans ard their families within Macon, Clay, Cherokee and Swain Counties to medical services and for other purposes, and WHEREAS, the transportation agoncios of each of the parties hereto have cacided upon trying to cooperalively procure, implement and operate 2 system to provide better and more etticont public transportation services to the Veterans and thelr families within Macon, Clay, Cherokee ‘and Swain Counties to mecical services and other purposes; and WHEREAS, foward that end, the transportation agencies of each of the parts hereto have heretofore setied upon having Macon County, NC, apply for a Grant in order to ald and assist it in securing a Grant for the purposes of procurement, Implementation and operation of the SONCVel: Southwestern NC One-Call One Click Center for Veterent Transportation project in Mecon County, North Gerolina, Clay County, North Caroling, Cherokee County, North Carolina and Swain County, North Carolina, as proposed in the Grant Proposal preparad by Kim Anget Transit Director for Macon County Transit, dated April 19, 2042, (hereinafter referred to ae tho “Grant Proposal” } 8 copy af which Is-an fle with Macon Counly Transit and'the same Is Incorparated herein by reference; ard WHEREAS, Macon County, NC, has been able to secure a Grant to ald and assist in the procurement, implamentation and operation of the SONCVet: Southwestern NC One-Call OneClick Center for Veterans Transportation in Macon County, Noh Carolina, Clay County, Nort Carelina, Cherokee County, Nerth Carolina and Swain County, North Carolina, in accordance with tho Public Transportation Section 630 Capltal Grant Agreement belween the State of North Carolina and Macon County, DOT Number: OOT-19, and Project Number: 13-04-0082( hereinafter “eferred to a8 the “Grant Agreement’) a copy of which is on fla with Macon County ‘Transit and the same is incorporated hereln by reference; and WHEREAS, the SONCVet: Southwestem NC One-Call One Cick Center for Veterans ‘Transportaion project in Macon County, North Caroling, Clay Courty, North Carolia, Cherokee County, North Carolina and Swain County, North Carolina, has an anfcipated total project cost of $479,134.00; and WHEREAS, under said Grant Agreement, Macon County, North Carolina, has secured through the North Caroling Cepartment of Transportation, Federal Funds In the amount of 80% of the actual net cost of the SONCVet Southwestern NC One-Call One Click Centar for Veterané ‘Transportation project in Macon County, Nerth Carolina, Clay County, North Carona, Cherckee County, Nortn Carolina ano Swain County, North Carolina, not in excess of $489,873.00; and WHEREAS, under eaid Grant Agreoment, local shares antipsted In the amount of 20% of the actual net cost of the SoNCVet: Southwestern NC One-Call One Click Center for Veterans ‘Transportation project in Macon County, North Carolina, Clay County, Nertn Carolina, Cherokee County, North Carolina and Swain County; North Carolina: and WHEREAS, the parties hereto contemplate sharing the obligation fer euch local share as ‘provide for herein; and WHEREAS, the procurement, implomentatio nd operation of the SeNCVet: Southwestern NC ‘Ono-Call One Cilck Center tor Veterans Transportation in Macon County, Nonh Carolina, Clay County, North Carolina, Cherokee County, North Caratina and Swah County, North Carolina, ‘wil requlre the full cooperation and assistance of each perty horeto and all partes hereto desire {to fuly cooperate and assist in the effective and efficient procurement, Implementation and operation of te SoNGVet Southwestern NC One-Call One Click Center for Veterans ‘Transporation in Macon County, North Carolina, Clay County, North Carolina, Cherokee ‘County, North Caroling and Swain County, Netth Caralina, as provided for heroin; and WHEREAS, in order to comply with said Grant Agreoment ant ip order to begin the procurement process for sald SoNGVet: Southwestern NC One-Call One Click Certer for Veterans Traneportation, Macon County has duly advertised for Requeste for Proposals forthe SONCVet: Southwestern NC One-Call Ong Cick Center for Veterans Transportation project in acon County, North Carolina, Clay County, North Caroling, Cherokee County, North Carolna ‘and Swain Couniy, North Carolia, and hae secured propasal from a vendor thet it would recommend for this project on the condion that each pary hereto exetcles this Interlocal ‘Agreement and Contac, signifying ts agreement to folow this Agreement and to fly ‘cooperate ond asalst Inthe effective and efficient procurement, Implementation and operation of ‘the SoNCVet: Southwestem NC One-Cali One Click Cantor for Veterans Transportation in Macon County, North Garalina, Clay County, North Carotina, Cherokee County, North Carotina ‘and Swain County, North Carolia, In accordance wih the terms and condilons provided fot herein ; and WHEREAS, all partis hereto do desire to enter this Interlocal Agreement and Contact, to signify thelr respective agreements to follow this Agreement and to fully cooperate and assist in 2the effective and efficient procurement, implementation and operation of the SoNCVet Southwestern NC One-Call One Clck Center for Veterans Transportaton in Macon County, North Carolina, Clay County, North Carclina, Cherokee County, North Carolina and Swain County, North Carolina, In accordance with the terms and conditons provided for herein. NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE COVENANTS AND CONDITIONS CONTAINED HEREINAFTER, THE PARTIES HERETO DO AGREE AS FOLLOWS: Section 4. Desanation of Lead Agency. ‘The parties hereto hereby designate Macon County as te Lead Agency for the ‘SoNGVet: Southwestam NC One-Call One-Click Center for Veterans Transportation project In Macon County, North Carolina, Clay County, North Caroline, Cherokee County, North Caroling and Swain County, North Carolina, Macen County Transit ané iis Olrector shall lead the procurement, implementation and operation thereaf in cooperation with the Transit Dirciors of the Teansit Agencies of the other partes hereto. All other paries hereto eng their Transit Agencies and Tranelt Directors shall work cooperatively wilh teccn County Transit as the Lead ‘Agenoy and ils Director in connection with the procurement, implementation and operation of the SoNGVet: Southwestern NC One-Cail One-Click Centar for Veterans Transportation project jn Macon County, North Carolina, Clay County, North Carling, Cherokee County, North Carolina ang Swain County, Norh Carolina. Section 2. Purposes of Agrsoment. The purposes of this Agreement (Agreement?) are threefold as follows: (@). To atow the Procuring Agent to obtain proposals for demand rasponse schetuiing and routing sofware, tablets, web poral, interactive voice response telephone system part of the One Call One Click Intiative for the SoNCVet: Southwestern NC One-Cé ‘One-Click Center for Veterans Transportation project In Macon County, North Carona, ‘Clay Gounty, North Carola, Cherokee County, North Carclina and Swain County, North Carolina in’ accordance with applicable Federal and Slate -ow, and to enable procurement of the same by the Procuring Agent for Itself and the Princlpals es provided for herein (®). For the Procuring Agent and the Principals to agree to coosenstively implement within Macon Gounty, North Carolina, Clay County, No#th Carolin, Cherokee County, North Carolina and Swain Gounly, North Cerotina, the SoNCVet: Southwestem NC One-Cail One-Click Center for Veterans Transporation project in Macon County, North Carolina, Clay County, Notth Carolina, Cherokee County, North Carolina and Swain County, North Garolina, In eccordance with applicable Faderal and State tam, as provided for herein; and (©), For the Procuring Agent and the Principal to agree to cooperatively oparate within Macon County, North Carolina, Clay County. North Carolina, Cherokee County, North Carolina and Swain County, North Catolna, the SoNCVet: Soulhwestern NC One-Call ‘One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Cetoline, Cherokee County, North Carotina and Swain County, North Carolina, in accordance with applicable Federal and Siste law, as provided for herein.‘Section 3. Delegation of Authority. The Principals hereby delegate unlo the Procuring Agent the authority to conduct a Request for Proposal for the Principels end the Procuring Agent for the purchase, delivery and instalation of demand rasponse routing and schedullng sofware, including regional coordination, tablets, web access and interactive voice response telephone system (referred to hereafter as “Goods and Services") for the SONCVet: Southwestam NC ne-Csll One-Ciick Genter for Veterans Transportation project In Macon County, North Carolina, Clay County, North Caroling, Cherokee County, North Carolina and Swain County, North Carofine, and in sccordance with the Public Transportatin Section 6309 Capltal Grant ‘Agreement between the State of North Carolina and Macon Ceunty, DOT Number: DOT-19, ‘and Project Number: 13-04-0052( hereinafter referred to 28 the ‘Grant Agreement” ) a copy of which Ia on file with Macon County Transit and is incorporated herein by reference, and do hhoreby rafiy in full ts efforts in that regard. ‘The Principals do further delegate unto the Proguring Agent the authority to enter into procurement a contrac for the purchase of the Goods and Services on behalf of the Proouring Agent and on behalt of the Principals for the SONCVet: Southwestern NC Ono-Call One-Click Center for Veterans Transportation project in Macon County, North Carolina, Clay County, North Caroline, Cherokee County, North Carolina and Swain County, North Carolina, in accordance with the Pubtc Transportation Section 6308 Capital Grant Agreement betwoon the State of North Carolina and Macon County, DOT Number, DOT-19, and Project Number: 13-04.0052( herelnatter referred to as the “Grant Agreement”) a copy of which is on fle wkh Macon County Transl! and Is incorporated herein by reference. This Agresment does not obligate the Procuring Agent or the Principals to purchase ‘any of the Goods of Services. Section 4. Effective Date of Agreement, This Agreement shall become effective on Februsty 2014. Sootion 6. Procurement Procedures. This Procurement shal folow the requirements set forth in the North Carolina General Statutes 142-128.8 and in the Fedece! Transportation ‘Aubhorty (FTA) Circular 4220,1F. All Terms ené Congitions set forth in the Request for Propose! document dated Noveraber 27, 2013, ented “SoNCVat: Scuthweetern NC One-Cal ‘One-Click Center for Veterans Transportation - Macon County, Lead Agency", are hereby incorporated by reference. Macon County shall iso comply with ts Publ Transporation Section $309 Capital Program Grant Agreement with the Norh Caratna Department of ‘Transportation, DOT Number: DOT-19, Project Number. 13-04-0062. All Principals. shalt cooperate with the Procuting Agent and agree to comply with al those requirements applicable to the Procuring Agent imposed by the Procurng Agency's Puble Transportation Section 300 Capital Program Grant Agreement with the Narth Caraiia Deperent of Transporation, OOT ‘Number: OOT-10, Project Number: 13-04-0062 and the FTA Matter Agreement Section ¢. Award of Contract. The proposals shail be reviewed by tho Transit Director for Macon County Transit and the Transit Director will present a recommendation to the Macen County Commissioners for the award of the procurement contact for the SoNCVet: Southwestern NC One-Call One-Click Genter for Veterans Transportation project in Macon County, North Caroling, Clay County, ‘Swain County, North Carolina. All parties hereto shall comply with the provisions of NC. Stat. § 143-128.8 (8) which provides that euch proposals shall not be subject to public ingpection unt! a contract is awarded. The Macon County Board of Commissioners may Consider, Dut is not bound by the recommendation. Macon County, within is sole discretion, wit ‘award any procurement contract, Once the procurement contract has been executed by the Procuring Agent for the benefit ofthe Procuring Agent and the Principals and the vendor, @ copy ‘of procurement contract shall be forwarded to the Principals. 4t and the Principals agree to rete Section 7. Record Retention, The Procuring Agi documentation relating to the procurement for a portod of not iee than fivo yeare aftr’ of the last delivery pursuant to the procurement, except in the event of ligation or sot Sent: Wednesday, December 21, 2016 2:25 PM To: ‘Jim Tate’; rbeale1955@yahoo.com; sewersolutionsine@ yahoo.com; Sent: Wednesday, December 28, 2016 11:31 AM To: “sim Tate’; rbeale1955@yahoo.com; sewersolutionsinc@yahoo.com garymshields@yahoo.com; Karl Gilles; Ce: “Chester M. Jones - Attorney at Law’; Mike Decker; Richard Lightner; WCABE@MACONNC.ORG Subject: Revised Pictometry Contract Consensus Needed Attachments: Pictometry FINAL REVISION, pat Importance: High Gentlemen, I hope each of you had a great Christmas. As you will recall, the Board of Commissioners approved a contract for Pictometry, subject to changes recommended by the County Attorney at our December 13, 2016 Board Meeting. At this meeting, the contract presented separated the project into 2 flights, one in 2017 and the second in 2020, The total amount of this contract was $195,232.99 and was to be paid in 6 annual payments of approximately $32,524 beginning July 1, 2017. Following Chester's review, the amount of the contract has not changed ($195,232.99). The way in which we would be paying for it however, has changed. Essentially, by allowing us to pay in 6 annual payments as originally proposed, Pictometry was offering us interest free financing, which is not compliant with North Carolina Law (Chester's email to Bradley Robertson at Pictometry explaining this is below highlighted in Yellow) . Thus, to be compliant with NC Law we will be required to pay for Pictometny's services as we receive them which is $97,572.04 by July 31, 2017 for the first flight project and $97,661.95 by July 31,2020 for the second flight project (2 lump sum payments), As the Pictometry representative stated at the meeting, the company flies counties all across the United States and must do so in winter months when canopy cover is minimal. As a result, contract approvals must be submitted by early January to secure a spot in the annual fight schedule. In Richard’s discussion with Pictometry he has informed me that waiting until our January 10, 2017 meeting could potentially jeopardize our securing a slot in Pictometry’s 2017 flight schedule. | realize the contract as revised is completely different than the contract we discussed on December 13, 2016. Iwill need a unanimous consensus however, to sign the revised contract prior to our discussing it at the January 10,2017 meeting. in approving this contract we would be making ita capital priority in the FY 17-18" budget (Our payment for the first project will not be due until July 31, 2017). To recap the benefits of using the Pictometry product were as follows: '* Saves us from hiring a new tax appraiser in the tax office to assist with upcoming revaluation, ‘* Assists EMS, 911, and Sheriff's Department in preparing for and responding to emergency situations ‘* Assists Macon County Building inspections Department and Environmental Health Department confirming new structures or ad-ons to existing structures ‘* Pictometry has been used by Macon County since 2010 and we have had a great working relationship. The software fully integrates with our Keystone tax software, ArcGis Mapping software, and 911 CAD system which will allow for a seamless implementation process. While there are other companies out there that can provide the orthogonal imagery, we are not familiar with the software, nor have a guarantee the software can integrate successfully with our tax, mapping and CAD software systems. ‘+ The revised Pictometry contract (attached) has been approved by our legal counselIfyou would please respond by saying “Yes” for me to move forward with signing the revised contract prior to the January meeting or “No” if you would like me to hold off on signing until we can discuss further | would really ‘appreciate it (again no payment is due until next year’s budget). ! apologize for having to do business in this manner and if unanimous consensus is received we will ratify this action at our next meeting. The urgency accompanying this situation, again, comes as Pictometry is finalizing their flight schedule for 2017 and we need to secure a slot as soon 4s possible to ensure we can use the imagery in the upcoming revaluation process.AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. (“RICTOMETRY”) AND MACON COUNTY, NC (“CUSTOMER”) 1, “This order fon (“Onder Form"), in combination with the contract components listed below: Section A: Product Descriptions, Prices and Payment Terms Section B: License Terms: ‘© Delivered Content Terms and Conditions of Use ‘© Online Services General Terms and Conditions ‘© Software License Agreement Section C: Non-Standard Terms and Conditions (all of which, collectively, constitute this “Agreement") set forth the entre understanding between Pictometry and Customer with respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or wrlten, relating tothe subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by duly authorized officers ofeach party. Any purchase order or similar document issued by Customer in connection with this ‘Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such purchase order shall be of no force or effect as between the partes {In the event of any conflict among any contract components comprising this Agreement, order of precedence for resolving such conilict shall be, from highest (ie, supersedes all others) 1o lowest (Le., subordinate to all others); Non-Standard Terms and Conditions; Product Descriptions, Prices and Payment Terms; License Terms in order as listed above under the heading ‘Section B: License Terms’; and Order Form. 3, Alltnotices under this Agreement shall be in writing and shall be sent to the following respective addresses: ‘i CEE ‘Courthouse Annex, 5 West Main Steet Drive 25 Methodist Hill Franklin, NC_28748 Rochester, NY_14623 Alin: Wesley Fall, GS Analyst ‘Ain: Contrast Administation Phones (28) 349-9219 Phone: (585) 486-0093 Fax S45) 060008 her party may change their respective notice address by giving written notice of such change to the other party atthe other party's then-current notice address, Notices shall be given by any of the following methods: personal delivery; reputable express ‘courier providing writen receipt; or postage-paid certified or registered United Stecs mail, return receipt requested. Notice shall ‘be deemed given when actually received or when delivery is refused. 4. This Agreement, including all licenses granted pursuant fo it, shell be binding upon and inure to the benefit ofthe partes hereto, their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictomeiy’s obligations hereunder, ‘and (ji) Pictometry shall have the right to assign al its rights under this Agreement to any person or entity, provided the assignee has assured all of Pictometry’s obligations under this Agreement, 5. INNOEVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY’ INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE (OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. With respect to any claims that Customer may have or assert against Pictometzy on any matter relating to this Agreement, the total linbility of Pictometty shall, in the aggregate be limited to the aggregate amount received by Pictometry pursuant to this Agreement. 7. ‘The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind 8, In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. Page Lot L8 ‘Mason County, NC~C184544 2016-1222 pp-oom-a0i603189, Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances orto eases beyond Pictomety's reasonable contol, including but not limited to acts of God, war, io, embargoes, acts of civil or military authorities, fire, weather, floods, accidents, stikes, failure to obtain export licenses or shortages or delays of tansportation, clits, fuel, energy, supplies, labor or materials. Inthe event of eny such delay, Pictometry may defer performance fora period of time reasonably related to the time and nature ofthe cause ofthe delay. 10. In consideration of, and subject to, payment by Customer of the Fees specified in Section A of this Agreement, Pictometry agrees to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the terms and conditions set forth inthis Agreement. Customer hereby agrees to pay the Fees specified in Scction A of this Agreement in accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement. ‘This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” PARTIES: i PERO oie Enos ae “MACON COUNTY, NC. ‘PICTOMETRY INTERNATIONAL. CORP. (entity type) ‘Delaware corporation SIGNATURE: ‘SIGNATURE: NAME: c TITLE: EXECUTION DATE: ‘DATE OF RECEIPT (EFFECTIVE DATE: Page 2 of 18 Macon Cory, NC C184644 2016.12.22 pp 0002. 20160818SECTION A Pictometry International Corp, 25 Methodist Hill Drive Rochester, NY 14623 ‘Macon County, NC ‘Wesley Hal, GIS Analyst Courthouse Annex, 5 West Main Stet Franklin, NC 28744 (828) 349-2219 PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS “Macon County, NC ‘Wesley Hal, GIS Analyst ‘Courthouse Annex, § Wesi Main Sweet Franklin, NC_28744, ($28) 349-2219 whali@imaeonnt 0% 465 IMAGERY -CO} teva C5) In) - Per Sesiae ‘mosaic (ECW format) Onhoganal GSD: 0.7 epi, ‘Nominal Oblique GSD all vals ~-10%): Front Line (074 feedpineh Mile Line 0.85 edie Bask Line 1.0 feria Applieable Tomy and Conditions: Delivered Conte ‘Tem and Conon of Use $1500 $5575 (150%) 570750 o THAGERY— NEIGHBORHOOD --vay (85) Gin Per Sexi oduct ined: ich GSD oblique amo ages ay), neh GSD orthogonal une inages, ape GSD ‘tho masa sectors and one weeiae [meter GSD tose (ECW fora). Orthagonal OSD. 6 25 tet, Nominal Obigue GSD (aes 10%): Pent Line 124 fein Mid Line 028 feel, Back Line 034 fee ‘Applicable Terms and Conditions: Deivered Content “Teme and Conions of Uke ODD URS sox) SETH TSE) Chaagetinder Chars Deseticn with Custer lector Pate let Bulling Oatine dt rom his oer OR Fam os spproved Data Source wl be upsted and categorized ‘putt the Imagery Data Source neste inthe Prod Parameters. For Pitomety imagery =the most mais corherestie othoganal fame mage within he ‘Ssovated Dea Source diated in he Predaet Parameters wl Be used for processing by deta -ACCUPLUS tes wll be used by deta purchased with ‘he asovated ata Source indent ine Product Panmetre Aa ips Bulling Ouline delivery wil be forded in polygon shapefe and format. The al atv curt fortis order il be Seon th ttl etd oun ofthe ial paca fle povided by Customer at the tie the projet sina. Te Cosomer wil be snvoied for any ational oss based onthe fal ‘numberof pares inching my changes in ied pring 1 esl ofa change in volume, at he time of shipaent bth deliverable, ‘Applledle Terms and Conditions: Delivered Contest ‘Teme end Conditions of Use Wer BS) Changengar- Baling ‘ines ith Customer? letoni Pare ies ‘Gules willbe generated oe a some nde TH the ProduotParuetrs. For Pistomety maga — the ‘bos nai orthoretfed orthogeral fame inage win ‘he associa Data Soute incest inthe Product. Parameters wil be used fo processing by dete, “ACCUPLUS les wile used by default purchased with {he associ Dea Sour deat in the Proc Parameter. Building Ouie delivery wl be povided in polygon shape and. ab format The Era peel ount {orthiorer il be based on be toll eerd count ofthe {inal parce provided by Customer at he ine te oj is iniated. The Customer wil be invoiced for any {diol costs based onthe fe! number of paral ws Tw Page of 18 Macon Couy, NC~ C184648 2016-12-22 pp-o00220160318Tesading a anges in eed pring wart OTe ‘hangs i vole the time of hpren of he felversle ‘Applicable Terns und Conditions: Delivered Conert “Tem ard Condons of Use iioneiry Connasl-CA 100 Ptoretty Conner - CA. 100 (Caton AER) provi ‘upto 100 concurrent authorized vers the est opin fl aecess the Pickrety-hosedestom imegery [bras pete eleaere tie Agere vi a wed- sed, serverbesed or desktop integration. The deft deployment is theough web-based Pctosty Comest ‘Term commences on date of eesrtion License Term 3 Yeu) “Applicable Terms and Conditions: Online Servicer (General Temns and Conditions Sofware Leense Agreement ‘yopu008 eR (33386) HOSE Future View Advanced “rsining ul) ul concnereialion advan wang Solel {omseinizedeployert Inlet, oem Upto tee nights, eet ost an amp fic up 30. Caer wil be provided wh ‘oun ade compe Pure Viw epi (At “rave Resets 0 dy advance pacino ire, epee ond ip aie aan cone cts ter fhyough Picton’! provider ony) Mist be ‘deemed within ee ert fren neon te ‘pleas Toms un Condit: Orde Fos PHOT SED Wome area Wide in (GSD, MeSID format, invidoa ex Setar “Aonilabie with prshne of soresponding tl preduet ‘ow procesing ore procaaing to MSID ofa {les of inh GSD imagery. Ties ue provided ass" ‘Refer to Product rameter fr adatonal doe ‘Applicable Teor and Conditions Delieed Coneat ‘Tes and Coisons of Use B00 oy saie~ Area Wide ia (GSD, MrSID format, cambined Pe Sexe “Avilabie wih posta of coeapondng odie Now prsering a re-pocesing of MrSID are wi ‘morass of Sine O3D imagery. THs are provide {f° Referto Prout Parmer fr ational eal ‘Applieble Toons and Conon: Delivered Contant ‘Tem end Conon oF tse 30 Saw Vda Dive Capac 951 Drive Model IT = EXTPOWER Txtemal USD 29/ «SATA Extanally Powered Dalvay mei pres ielae eopyng a complete image library (nto media. Sub-vareousing sold separately ‘Agplsble Terms and Condition: Order Fm TBS oo) Mosse ea Wie GSD; MiSD forms, cambine) Per Sector ‘Avlable wih prchaeoferesponing te predict New pocesing or re-rocessing of MSD eraewide Imowslesof inch GSD imagery Tle are proved "a2 | Refor to Produt Parameters fr adn deal ‘Applieable‘Tems and Conditions: Delivered Conten. ‘Teme and Conon of Use aor ‘Wasa Ares Wide (ie ‘GSD, MeSID forms; indivi Pe Sector ‘Avaiahle with purchase of emeaonding We product [New processing or te provesing o MESID of nividual tes of neh OSD inary. Tiles are provided "as is* efet9 Product Parameters fo atonal des ‘Appliabe Tems and Coders Delivered Conant ‘ems and Conon of Use sa sao a “Tes Sande Gin OSD, 4G format) Pe Sector ‘Avatbe wi eonesponding "OSD tease paca Sach GSD Mose Tiles in PC Format. ‘Ties re provided apis Refi fo Product Pxamets or onal dtl Apphoable Tem and Cnatiors: Delivered Content ‘Terms and Condon of Use F100 or 000%) 00 @ "ies Sinai Gin GSD, 1G fomet) Per Secor ‘Available wih conesponding 3” OSD reagey prc ‘inch GSD Meme Iles in PO Format Tiles ste rode "asi" Refer to Prout Parameters foe gona dls Applicable Terms and Conditions: Delivered Coren. “Terns and Condions of Use 300 (000.0%) ww ‘Obiqa ages Bande wah Tne (3) Years of EFS ‘Molnenanes & Support Inches digi copy of te Libnsed Documentation Tor ‘he License Softare, to (2) End User Taning Sesion one) Advanced Use Tecaial Training one {()Adminstaten / 1 Teng Session, fern (13) hous of telephone spat one copy ofPitomety Hlestrone Feld Sud (HFS) software, eet vero, on the storage media specified herein end acess to outa upied version of he BFS Lice Softare 3000 ww Page dof 18 Macon Coun, NC = C184644 2016-1222 p.0002-20160318,Tara pried fea years Fam etal a oF shipeen ofthe EBS ota, slong with noopy ofthe ‘updated deeumertation ‘Aplialle Tem and Cantons: Software Ticense ise (CONNECTAsesment Pitonety CONNECTAssment lore were abit og in and accos Petey ChangeFinder dats and leomety-hosted imagery bras, which have bexn Tzeasedo the Costner nd pened sewer inthe ‘Agree, view web-based application. The mer of ‘nctrentauhavied users is pei in Custane's ‘xing Coonet agreement. Access uns concent With lst ctvation end scheduled expiration of the CCatomer'ensing Coane’ acount. Thi albring requies an ace Pxtomety CONNECT ascot “Aliate Tera and Condon: Online Sevies (Geol Toms ad Conitons DHT 3007 ‘oo.%) 07 Rapides“ Dsaser Response Progra ‘RapidAcces - Diaster Response Pagan ran emegensy respense progam offing Might ue an ‘mergency or dase Refer tothe staal deal} fesrpin af ha Diater Respnre Program, ‘Appliable Ter and Condon: Order Form. wo ‘ecronie Held Say AST ‘One copy oF Eleeonic Feld Stay solar, i -Apolisable Terms and Condions Software Lisense ‘Agreanent wor wor SUBTO! )TAL— FIRST PRI \omEcT | SST 158 IMAGERY - COMMUNITY “yy (5) (i) = Per Sector ‘Produ inshdee Yaneh GSD oblique mo mages (= ay). S-inch GSD orthogonal ase images, rete GSD tthe mosis sector ies and one aren nde imei OSD. ‘ose (ECW format). Orthogonal GSD: 0.75 feel. ‘Nominal Obigue GSD lvls #030): Fron Line (0.9 feel, Mile Lie 0.85 feet, Back Line: 100 feevpse -Appiable Terms and Conditions: Delivered Content, ‘Tem: and Copitons of Ure 37500 S725 60%) ‘$550050, TAGERY NEIGHBORHOOD - énay (85) (iy Pe ecie rodbetncoces inch OSD oblique Game mag way) Seineh OSD orthogonal rame amar, meter CSD ‘ho moi etoile and ce arene -meter GSD. ‘moras (ECW format). Orbogaaal GSD: 025 fei! ‘Nominal Gdlqie GSD (all aves #108) Front Line (024 feedpine, Middle Line: 0.28 feo, Back Line: 034 fein | ‘Applicable Tems and Conditions: Delivered Contant ‘Terms and Conlon ofUse ODT arse 6.0%) WES aps ‘ChanpePinder = Change Detestion ith Catone? lesen are les ‘Bulking Outre dia om is oer OR Fama spproved Duta Souce vil be updsed and clegovzed pans he Fnagey eta Source incated ine Produrt Parameters. For Pistometnyimagary the most rae rthoretified orhoporal ne age within he ‘Saoeited DataSource indeued in the Product. Parameter wil be used for procesting by default ACCUPLUS ies wl be used by taf purchased wth the sociated Dats Soutee incon in the Prodoct. Parmer An pled Buliing Olive livery wl be provided in polygenshpefile ae. formt. Te final ‘bucel count er this order wl be based on he oa recaed foun ofthe nal pret il provided by Cato at the tine the projects inated The Customer willbe invoied fren ational cots based on Ss final rumba fprels,inelaing ay changes in ered ping ‘sa eu ofa change in volume atthe te of shpat ‘tthe dlverale Applicable Tems and Cortions Delivered Content “Tet and Condition f Use wr eae Pitonety Cait= CA 0 Pictamety Comoe - CA 100 (Com Aces) owe pio 100 coreurent stored tere the sity tog sd ecces the Piciomety-hosied esta imagery ‘iris peed eeewhere inthis Apeement vi a web- based, sere-based er desktop integration, The default BIGOT S5p00 8 Page Sof 18 Macon County, NC—C184644 2016-1222 p00. 20160818Geploymont bread web based Ptomety Cones “Tem commences on date of tivation Liens Term: 3 Yeu). ‘Appliable Tems and Conon: Online Sevies ‘General Tes and Conditions Stare Line Ageement Fara View Advaneed ‘rnig (Full) "Pu confrente regiaton to advanced Wang dasigied ‘ormainze deployment Includes et, be soon ft upto ve nights, event estan, and ious. ip ‘fae pv BSD, Custmer wl e provid with icoant ods to camplet FutureView registration, (Ale “Travel Reston 20 day advance purchase fr sift, pet person ound rip it at oder coaches ras facough Pictmety$ travel provier oly) Ms be eeemed win hes yere of poem exeetion de, ‘Applable Tems and Condtions Order Form wT pa Ties - Saad in OSD, 1G format) Pe Sector ‘aniable wah ooresponding ” OSD imagery pacha: Sneh GSD Mosse Tiles in FPG Format. 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