R2019-108 Resolution Authorizing Execution of a Tire Lease Agreement with Bridgestone Americas Tire Operations, LLC and the City of Decatur, Illinois

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Tire Lease AgLeement IFB DPTS 2019-02 17.SEVERABILITY.Should any provision or portion of this Agreement be declared to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, under any applicable statute or rule of law,such provision or portion shall be deemed sCricken, and such decision shall not affect the validity of the remainde�of this Agreement,which shall continue in full force and effect. 18.VENUE AND JURISDICTION.Subject to Federal Law requirements,all work dane pursuant to this Agreement shall be governed,construed, interpreted and ccntrolled by the laws of the State of Illinois, and any actions related to this Agreement must be filed in a Federal court in the State of Illinois capable of hearing the case. 19. FAILURE TO ENFORCE.The faiture of either party to this Agreement to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of such provisions or to affect the validity of this Agreement,or the right of either party to enforce each provision hereof. 20. FINANCIAL ASSISTANCE.This Agreement is subject to the funding and approval of the US Department of Transportation, Federal Transit Administration (FTA)and the Illinois Department of Transportation (IDOT), and is subject to financial assistanc�contracts between the City of Decatur and the Illinois Department of Transportation and the US Department of Transportation, Federal Transit Administration.The City will promptly terminate this Contract in the event of funding unavailability and will, upon termination, pay for all unused mileage in the tires at a cost calculated in accordance witi�the contract's formula for valuing a tire and take title to such tires on an"as is" basis. 21. REQUIRED CLAUSES. Bridgestone shall comply with all applicabie Federal Transit Administration (FTA) regulations including,but not limited to those listed in,"Required Clauses." Federal requirements may change and the changed requirements shall apply to the project as required, unless the Federal Government determines otherwise. Bridgestone or any subcontractor shall insert in any subcontracts all requi�ed clauses, along with any applicable forms,and shall alsp insert a clause requiring the subcontractor(s) to include these clauses in any Iower tier subcontract(s). The clauses shall not be modified except to identify the subcontractor wha will be subject to the provision. Bridgestone shall be respansible for compliance by any subcontractor ar lower tier subcontractor with the required clauses. 22. COMMUNICATIONS. For purposes of this Agreement,alt notices and other communications shall be addressed to the respective parties as follows: C�TY BRlDGESTONE The City of Decatur, Illinois Bridgestone Americas Tire Operations, LLC Decatur Public Transit System Mileage Sales Division 555 E Wood St. 200 4�''Avenue South Decatur, {L 62523-1196 Nashville,TN 37201 23. ENTIRE AGREEMENT.This Agreement,Solicitation, Bid Dor_uments,Attachments,and all its addenda, if any,contain the entire understanding of the parties hereto with respect to the subject matter hereof and there are no other agreements, understandings, representations or warranties,whether express, implied,statutory or otherwise,other than as set forth herein. This Agreement cannot be amende�except in wr�ting signed by o�cers of both parties. 8