R2023-245 Resolution for Second Transit Management and Operations Agreement Amendment with MV Transportation, Inc.

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DocuSign Envelope ID:D7EB1D96-31DE-426C-8845-A71D59AC3609 willful misconduct of the CITY. In the event the CITY indemnitees are a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR's performance of this agreement, the CONTRACTOR shall provide a defense to the CITY indemnitees, or at the CITY's option,reimburse the CITY indemnitees their costs of defense,including reasonable legal counsels' fees, incurred in defense of such claims. Repair of physical damage that occurs to the buses shall be the sole responsibility of the CONTRACTOR or CONTRACTOR's insurer. CONTRACTOR'S obligations under this paragraph shall survive termination of this contract. 36)Duty to Abide by Law: CONTRACTOR agrees to abide by all applicable federal, state, and local laws, including codes, licenses, agreements,tariffs,bonding, and insurance requirements. CITY shall not be responsible for claims for additional payment for changes required to comply with any such requirements. 37) Exhibits and Attachments: The CONTRACTOR shall conform to the requirements set forth in the Exhibits and Attachments include in RFP#2020-01.And,as a condition of this agreement, the CONTRACTOR must abide by requirements set forth in the Exhibits and Attachments. D. CITY'S Responsibilities: The CITY, as the owner of the service, shall establish overall management and operational policy for the service. The CITY will periodically consult with CONTRACTOR on operational issues affecting service. 1) Fuel: CITY shall provide fuel. 2) Routing and Scheduling: CITY shall provide routing and scheduling directives for fixed- route service. CONTRACTOR shall provide routing and scheduling for paratransit. CONTRACTOR is expected to assist CITY in planning service changes including providing a driver to test proposed routing. This assistance is not separately billable and is not considered revenue hours, special bus services or additional services. CONTRACTOR may suggest alternatives to any service changes proposed by CITY, and may also propose service changes or operating efficiencies it believes are appropriate for more efficient or improved services under this Agreement. 3) Bus Stops and Bus Shelters: CITY shall provide bus stops,bus shelters,and related amenities. 4) Maintenance: CITY will replace CITY-owned vehicles, including parts and labor. CITY will provide RTA Fleet Management software, and the accounting software to purchase parts. 5) Tickets/Passes and Schedules: CITY shall coordinate with CONTRACTOR to develop tickets,passes and Fixed and Paratransit schedules/brochures for distribution by CONTRACTOR. CITY provides the accounting software to process ticket sales. 6) Advertising and Marketing: CITY shall coordinate with CONTRACTOR to develop, promote, and distribute advertising and promotional transit materials. CITY shall provide marketing, public relations, and advertising services. CITY'S decisions on all matters relating to advertising shall be final.