R2005-77 ACCEPTING PROPOSAL FIRST TRANSIT, INC.

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18. WAIVER OF SUBROGATION T'he CITY hereby releases and agrees to indemnify, defend and hold harmless FIRST TRANSIT, as defined above, from and against any and all liability for loss of or damage to the buses or other properties of the CITY during the term of this Agreement or any renewal or extension thereof. The CITY hereby waives on behalf of itself and its insurer(s),any and all rights of subrogation against FIRST TRANSIT, as defined above. 19. LEGAL COUNSEL It shall be the responsibility of the CITY to handle all legal matters of the Transit System not covered by insurance. Whenever legal counsel is required for the benefit of the Transit System and such counsel is not provided by the CITY,FIRST TRANSIT shall have the right to retain counsel reasonably acceptable to the CITY and charge the cost thereof as an operating expense of the Transit System,except in the case of legal disputes arising between the CITY and FIRST TRANSIT, and except for legal counsel hired for purposes of labor relations(including grievances and arbitration). The CITY and FIRST TRANSIT shall each be considered clients of such counsel,even if the CITY is not a named pariy in the litigation, and FIRST TRANSIT may not assert claims or defenses through such counsel without the approval of the CITY. 20. FORCE MAJEURE FIRST TRANSIT shall not be liable to the CITY for any failure, delay or interruption of service or for any failure or delay in the performance of any obligation under this Agreement due to strikes, walkouts, acts of God, governmental restrictions, enemy action, civil commotion,unavoidable casualty,unavailability of fuel or parts,or other similar acts beyond the reasonable control of FIRST TRANSIT. 21. NO PERSONAL LIABILITY No officer, director, or employee of the CITY or of FIRST TRANSIT shall be personally liable for the fulfillment of the conditions of this Agreement. 22. DISPUTE RESOLUTION A. Disputes arising in the performance of this Agreement which are not resolved by agreement of the parties shall be decided in writing by the Decatur City Council. This decision shall be final and conclusive unless within ten(10)days from the date of receipt of its copy,FIRST TRANSIT mails or otherwise furnishes a written appeal to the City Clerk. In connection with any such appeal, FIRST TRANSIT shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the City Council on appeal shall be binding upon FIRST TRANSIT which shall abide be the decision. 9