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

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DocuSign Envelope ID:D7EB1D9B-31DE-426C-8845-A71D59AC3B09 CONTRACTOR fails to perform, to CITY'S reasonable satisfaction, any material requirement of this Agreement,or is violation of a material provision of this Agreement; CITY determines that satisfactory performance of this Agreement is substantially endangered or that objective evidence exists that default is likely to occur; CONTRACTOR becomes subject to any bankruptcy or insolvency proceeding; terminates or suspends its business; CITY reasonably believes CONTRACTOR has become insolvent or unable to pay its obligations as they accrue consistent with applicable law. CONTRACTOR has failed to comply with applicable federal, state and local laws, rules, ordinances,regulations and orders when performing within the scope of this Agreement; CONTRACTOR has engaged in intentional conduct that has or may expose the CITY to liability, as determined in the CITY'S sole discretion; If there is an event of default caused by the CONTRACTOR,the CITY shall provide written notice to the CONTRACTOR requesting that the breach or non-compliance be remedied within a reasonable period of time specified in the CITY'S written notice. If the breach or non- compliance is not remedied by the date set forth in the written notice,the CITY may either: a) immediately terminate this Agreement without additional notice; or b)enforce the terms and conditions of this Agreement and seek all available legal and/or equitable remedies. CONTRACTOR shall be entitled to compensation, upon submission of invoices and sufficient proof, for services provided under this Agreement up to and including the date of termination. CONTRACTOR shall, upon receipt of notice of termination: cease work under this Agreement; and take all necessary or appropriate steps to limit disbursements and minimize costs; furnish a written report within thirty (30 days of the date of the notice of termination, describing the status of all work under the Agreement, and accounting for all CITY funds and property in the possession or control of CONTRACTOR; immediately cease using and return to CITY any personal property or materials provided by CITY to CONTRACTOR; comply with CITY instructions for the timely transfer of services to another provider; cooperate in good faith with the CITY, its employees,agents, and contractors during the transition period between notice of termination and substitution of a replacement contractor; and promptly return to CITY any payments made by CITY to CONTRACTOR for services that were not rendered by CONTRACTOR. Additionally, either party may terminate this Agreement for any reason,upon not fewer than 180 days prior written notice to other party. The occurrence of any one or more of the following events shall constitute cause for the CONTRACTOR to declare the CITY in default of its obligations under this Agreement: CITY fails to perform,to CONTRACTOR'S reasonable satisfaction, any material requirement of this Agreement, or is violation of a material provision of this Agreement; CITY fails to make timely payments for services rendered, as required herein. I