Common use of Project Ownership Clause in Contracts

Project Ownership. (1) Unless expressly provided to the contrary in a PROGRAM SUPPLEMENT, subject to the terms and provisions of this AGREEMENT, RECIPIENT, or a designated subrecipient acceptable to STATE, as applicable, shall be the sole owner of all improvements and property included in the PROJECT constructed, installed or acquired by RECIPIENT or subrecipient with funding provided to RECIPIENT under this AGREEMENT. RECIPIENT, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the PROJECT dedicated to the public transportation purposes for which PROJECT was initially approved unless RECIPIENT, or subrecipient, as applicable, ceases ownership of such PROJECT property; ceases to utilize the PROJECT property for the intended public transportation purposes; or sells or transfers title to or control over PROJECT and STATE is refunded the Credits due STATE as provided in paragraph (4) herein below. (2) Should State bond funds be encumbered to fund any part of a PROJECT under this AGREEMENT, then, at STATE’s option, before RECIPIENT will be permitted to make any proposed change in use, RECIPIENT shall be required to first obtain a determination by Bond Counsel acceptable to the State Treasurer’s Office and STATE that a change in the operation, proportion, or scope of PROJECT as originally proposed by RECIPIENT will not adversely affect the tax exempt status of those bonds. (3) PROJECT right-of-way, PROJECT facilities constructed or reconstructed on a PROJECT site and/or PROJECT property (including vehicles and vessels) purchased by RECIPIENT (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this AGREEMENT) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the PROGRAM SUPPLEMENT and related Bond Fund Certification documents, if applicable, unless STATE agrees otherwise in writing. Vehicles acquired as part of PROJECT, including, but not limited to, buses, vans, rail passenger equipment and ferry vessels, shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this AGREEMENT, will be determined in accordance with standard national transit practices and applicable rules and guidelines, including any extensions of that life cycle achieved by reconstruction, rehabilitation or enhancements. (a) Except as otherwise set forth in this Section 4, STATE, or any other STATE- assignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at STATE’s sole option, equivalent to the proportionate PROJECT funding participation received by RECIPIENT from STATE if RECIPIENT, or a sub-recipient, as applicable, (i) ceases to utilize PROJECT for the intended public transportation purposes or (ii) sells or transfers title to or control over PROJECT. If federal funds (meaning only those federal funds received directly by RECIPIENT and not federal funds derived through or from the State) have contributed to the PROJECT, RECIPIENT shall notify both (b) STATE shall also be entitled to an acquisition Credit for any future purchase or condemnation of all or portions of PROJECT by STATE or a designated agent of STATE. (c) The Credit due STATE will be determined by the ratio of STATE’s funding when measured against the RECIPIENT’s funding participation (the Ratio). For purposes of this Section 4, the State’s funding participation includes federal funds derived through or from STATE. That Ratio is to be applied to the then present fair market value of PROJECT property acquired or constructed as provided in (d) and

Project Ownership. (1) Unless expressly provided to the contrary in a PROGRAM SUPPLEMENT, subject to the terms and provisions of this AGREEMENT, RECIPIENTADMINISTERING AGENCY, or a designated subrecipient acceptable to STATE, as applicable, shall be the sole owner of all improvements and property included in the PROJECT constructed, installed or acquired by RECIPIENT ADMINISTERING AGENCY or subrecipient with funding provided to RECIPIENT ADMINISTERING AGENCY under this AGREEMENT. RECIPIENTADMINISTERING AGENCY, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the PROJECT dedicated to the public transportation purposes for which PROJECT was initially approved unless RECIPIENTADMINISTERING AGENCY, or subrecipient, as applicable, ceases ownership of such PROJECT property; ceases to utilize the PROJECT property for the intended public transportation purposes; or sells or transfers title to or control over PROJECT and STATE is refunded the Credits due STATE as provided in paragraph (4) herein below. (2) Should State bond funds be encumbered to fund any part of a PROJECT under this AGREEMENT, then, at STATE’s option, before RECIPIENT ADMINISTERING AGENCY will be permitted to make any proposed change in use, RECIPIENT ADMINISTERING AGENCY shall be required to first obtain a determination by Bond Counsel acceptable to the State Treasurer’s Office and STATE that a change in the operation, proportion, or scope of PROJECT as originally proposed by RECIPIENT ADMINISTERING AGENCY will not adversely affect the tax exempt status of those bonds. (3) PROJECT right-of-way, PROJECT facilities constructed or reconstructed on a PROJECT site and/or PROJECT property (including vehicles and vessels) purchased by RECIPIENT ADMINISTERING AGENCY (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this AGREEMENT) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the PROGRAM SUPPLEMENT and related Bond Fund Certification documents, if applicable, unless STATE agrees otherwise in writing. Vehicles acquired as part of PROJECT, including, but not limited to, buses, vans, rail passenger equipment and ferry vessels, The Rail PROJECT shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this AGREEMENT, will be determined in accordance with standard national transit rail practices and applicable rules and guidelines, including any extensions of that life cycle achieved achievable by reconstruction, rehabilitation or enhancements. (a) Except as otherwise set forth in this Section 4, STATE, or any other STATE- assignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at STATE’s sole option, equivalent to the proportionate PROJECT funding participation received by RECIPIENT ADMINISTERING AGENCY from STATE if RECIPIENTADMINISTERING AGENCY, or a sub-recipient, as applicable, (i) ceases to utilize PROJECT for the original intended public use transportation purposes or (ii) sells or transfers title to or control over PROJECT. If federal funds (meaning only those federal funds received directly by RECIPIENT ADMINISTERING AGENCY and not federal funds derived through or from the State) have contributed to the PROJECT, RECIPIENT ADMINISTERING AGENCY shall notify bothboth STATE and the original federal source of those funds of the disposition of the PROJECT assets or the intended use of those sale or transfer receipts. (b) STATE shall also be entitled to an acquisition Credit for any future purchase or condemnation of all or portions of PROJECT by STATE or a designated representative or agent of STATE. (c) The Credit due STATE will be determined by the ratio of STATE’s funding when measured against the RECIPIENT’s ADMINISTERING AGENCY funding participation (the Ratio). For purposes of this Section 4, the State’s funding participation includes federal funds derived through or from STATE. That Ratio is to be applied to the then present fair market value of PROJECT property acquired or constructed as provided in (d) andand (e) below. (d) For real property, this same funding Ratio shall be applied to the then present fair market value, as determined by STATE, of the PROJECT property acquired or improved under this AGREEMENT. (e) Such Credit due STATE as a refund shall not be required if ADMINISTERING AGENCY dedicates the proceeds of such sale or transfer exclusively to a new or replacement STATE approved public purpose, which replacement PROJECT will then also be subject to the identical use restrictions for that new public purpose and the Credit ratio due STATE should that replacement project. (1) In determining the present fair market value of property for purposes of calculating STATE Credit under this AGREEMENT, any real property portions of a PROJECT site contributed by ADMINISTERING AGENCY shall not be included. In determining STATE’s proportionate funding participation, STATE’s contributions to third parties (other than ADMINISTERING AGENCY) shall be included if those contributions are incorporated into the PROJECT. (2) Once STATE has received the Credit as provided for above because ADMINISTERING AGENCY, or a sub-recipient, as applicable, has (a) ceased to utilize the PROJECT for the described intended public transportation purpose(s) for which STATE funding was provided and STATE has not consented to that cessation of services or (b) sold or transferred title to or control over PROJECT to another party (absent STATE approval for the continued operation of the PROJECT by that successor party under an assignment of ADMINISTERING AGENCY duties and obligations), neither ADMINISTERING AGENCY, subrecipient, nor any party to whom ADMINISTERING AGENCY or subrecipient, as applicable, has transferred said title or control shall have any further obligation under this AGREEMENT to continue operation of PROJECT and/or PROJECT facilities for those described public transportation purposes, but may then use PROJECT and/or any of its facilities for any lawful purpose. (3) Special conditions apply to any proposed sale or transfer or change of use as respects PROJECT property, facilities or equipment acquired with tax free State bond funds and ADMINISTERING AGENCY shall conform to those restrictions as set forth herein and in said bonds.