06-28-21 Regular Meeting of the La Porte City Council

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5.1 Termination by La Porte or the County. La Porte or the County may terminate this Agreement without cause upon ninety (90) days prior written notice to the other Party. 5.2 Notice of Default 5.2.1 La Porte or the County shall be deemed in default under this Agreement if La Porte or the County in any material respect fails to perform, observe, or comply with any of its covenants, agreements, or obligations, or breaches or violates any of the representations contained in this Agreement. 5.2.2 Before any failure of either La Porte or the County shall be deemed to be a breach of this Agreement, the Party claiming such failure shall notify, in writing, the Party alleged to have failed to perform of the alleged failure and shall demand the Party cure the default within ninety (90) calendar days. If the allegedly failing Party has not cured the default, that Party will be in default of this Agreement, unless La Porte and the County agree to extend time for cure, and the Agreement may be terminated by the other Party immediately upon notice of the non-defaulting ARTICLE 6. Term 6.1 This Agreement shall be for a term beginning upon execution by both Parties and, unless terminated sooner as set forth above, continue in full force and effect for twelve (12) consecutive months. Any unexpended and unearned surplus funds provided by La Porte remaining upon termination of this Agreement will be refunded to La Porte unless different arrangements are made in an amendment to this Agreement or a new agreement between the Parties is executed with regard to the Fixed Route Bus Service. The County is under no obligation to invest or to account for or pay to La Porte any earnings derived from funds provided hereunder by La Porte. ARTICLE 7. Miscellaneous 7.1 Approvals, Further Documents. Where this Agreement requires approval, consent, permission, agreement, or authorization by either Party, such approval, consent, permission, agreement, or authorization shall not be unreasonably withheld or delayed. The Parties agree to execute such further documents, agreements, instruments, and notices as may be necessary or appropriate to effectuate the purposes of this Agreement. 7.2 Maintenance of Records. The County shall maintain records to show actual time involved in the provision of the transportation services, the cost incurred for the period of time specified, and the level of ridership. The County shall maintain ridership information in a manner consistent with National Transit Database reporting requirements and provide a quarterly report of the same to La Porte. To the extent applicable to the transportation service, La Porte and the County shall cooperate in good faith to provide records satisfactory to the federal government or any other regulatory body. 7.3 Audit and Inspection of Records. La Porte and the County shall permit authorized representatives of La Porte, the County, and the federal government to inspect and audit all data records of La Porte and the County relating to their performances under this Agreement. La Porte shall keep its books and records Page 5 of 10