R2020-183 Resolution Authorizing Execution of an Agreement for Management and Operation of City of Decatur Public Transit Services with MV Transportation, Inc.

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distribution of survey questionnaires or other actions necessary to obtain service related information. H. Meetings. CITY's Transit Administration or designee, and other appropriate CITY management staff and CONTRACTOR's Operations/General Manager and appropriate Key Personnel shall meet at least once a month to review the overall performance of CONTRACTOR and the administration of this Agreement. In addition, CONTRACTOR shall participate in all audits and reviews by paratransit and fixed route operations. 33)Records and Reports: The CONTRACTOR must be familiar with National Transit Database and reporting requirements, and other such requirements, as may be required by the CITY and as indicated in Exhibit B. Breakdowns, road calls, missed trips (explaining the cause), and detailed records of all passenger complaints,comments and suggestions received shall be reported to the CITY. 34) Liquidated Damages: The CONTRACTOR's failure to perform the contractually obligated services shall result in the assessment of liquidated damages as detailed in Exhibit C, City of Decatur Performance Standards.Liquidated Damages is a specific sum of money stipulated by the contracting parties as the amount to be recovered for each day of delay or each standard of performance not met in delivery of the product or completion of the contracted services.A formal letter from the CITY will document the date(s) of non-compliance or non-performance of the CONTRACTOR, and will detail to the CONTRACTOR the reason for the liquidated damages. If CONTRACTOR agrees to substantial schedule or route readjustments requested by CITY, CONTRACTOR shall be afforded a period of thirty(30) days following implementation of such changes, during which time no liquidated damages shall be assessed for failure to abide by adjusted schedule or route readjustments, to allow CONTRACTOR to make operational adjustments to meet CITY requirements. Liquidated damages shall be deducted automatically by the CITY from their respective invoices for the period(s) in which they occurred. The decision of the CITY is final with respect to any assessment of liquidated damages. The parties acknowledge that calculation of actual damages is impossible given the variety of factors influencing such calculation, including the impact on public safety caused by a failure to provide transit services, the impact on third parties, the disruption of commerce within the CITY and other factors. Accordingly, the parties have agreed to the liquidated damages contemplated herein as a reasonable facsimile of the actual damages, and not as a penalty. The CONTRACTOR expressly agrees that it has reviewed these liquidated damages and agrees that they are valid, enforceable and appropriate. 35) Indemnification. CONTRACTOR shall indemnify, defend, protect, and hold harmless the CITY, and its officers, directors, stockholders, representatives, subsidiaries, employees, and agents ("CITY indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the CONTRACTOR's performance of its obligations under this agreement or out of the operations conducted by CONTRACTOR, including the CITY's active or passive negligence, except for such loss or damage arising from the sole negligence or