EXHIBIT AMUTUAL TERMINATION AGREEMENT BETWEEN THE CITY OF CINCINNATI AND SOUTHWEST OHIO REGIONAL TRANSIT AUTHORITY IN SUPPORT OF CITY MANAGEMENT OF THE CINCINNATI STREETCAR This Mutual Termination Agreement (“Agreement”) is entered into by and between the City of Cincinnati (the “City”), an Olio municipal corporation, and the Southwest Ohio Regional Transit Authority, a regional transit authority and political subdivision of the State of Ohio (‘SORTA’), to enable the City’s sole management and control of the Cincinnati streetcar system. ‘The City and SORTA may be referred to herein individually as a “Party” or jointly as the “Parties.” RECITALS WHEREAS, the Parties entered into an Intergovernmental Agreement dated May 20, 2011, as amended from time to time (collectively referred to as the “IGA"), for the construction and funding of a streetcar system in Cincinnati’s downtown and Over-the-Rhine (the “Project”); and WHEREAS, the Parties entered into the Operations and Maintenance Intergovernmental Agreement made as of March 16, 2015, as amended from time to time (collectively referred to as the “OMIGA”), which governs the operation of the Cincinnati streetcar, commonly known as the Cincinnati Bell Connector (the “Streetcar”) and establishes their respective responsibilities and obligations for operation and maintenance of the Streetcar; and WHEREAS, Cincinnati City Council adopted Ordinance No. 342-2019 on September 18, 2019, authorizing the City Manager to do all things necessary to transition the management and operation of the Streetcar from SORTA to the City on or around January 1, 2020 (the “Transition”), subject to final SORTA and City Council approvals and required FTA approval; and WHEREAS, City Council adopted Ordinance No. 219-2019 on June 19, 2019, establishing a budget for operations of the Streetcar for fiscal year 2020, which began on July 1, 2019; appropriating funds from the City’s existing Streetcar Operations Fund 455; transferring surplus monies from the City’s General Fund 050 to Streetcar Operations Fund 455, and establishing new revenue sources to fund Streetcar operations; and WHEREAS, City Council adopted Ordinance No. 5-2017 on January 5, 2017, establishing a Capital Fund to support capital improvements to the Streetcar; and WHEREAS, SORTA has adopted [SORTA to insert description of board action approving transition of Streetcar management to City]; and WHEREAS, the Parties recognize that construction of the Project has been completed and all grants awarded from the Federal Transit Administration (“FTA”) for the construction of the Project have been closed out by SORTA as of April 30, 2014 (Urban Circulator, OH-03-0303-01), September 30, 2016 (TIGER, OH-79-0002-02), and April 1, 2014 (CMAQ, OH-95-X054-00); and. {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreemeat-1} 1WHEREAS, the Parties recognize that accomplishing and approving the Transition requires termination of the OMIGA and the IGA as well as the Parties agreeing on certain continuing obligations of SORTA that are incidental to City operation and management of the Streetcar; and WHEREAS, the Parties, as recognized by this Agreement, have reached consensus regarding the application of revenue collection, including fare collection systems, federal grants and grant management, and federal requirements regarding asset management; NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, it is agreed as follows: 1. TERMINATION OF AGREEMENTS; COMMENCEMENT OF CITY OPERATION AND MANAGEMENT OF STREETCAR 1.1 Incorporation of Recitals. The recitals to this Agreement are hereby incorporated into this Agreement as if fully stated herein. 1.2, Termination of the IGA and OMIGA. a. The Parties recognize the IGA has terminated pursuant to its terms as a result of completion. of the Project. Neither Party has any further obligations to the other under the IGA. b. The Parties agree the OMIGA is terminated effective as of 11:59 pm on December 31, 2019, or on the date on which the Transition Conditions (defined in Section 1.3(a)) have ‘been met (“Transition Date”). Except as otherwise provided herein, neither Party has any further obligations to the other under the OMIGA. 1.3 Commencement of City Operation and Management of Streetcar a. The City will commence management and operation of the Streetcar on the Transition Date subject to this Agreement and to completion of the following conditions (“Transition Conditions”): FTA approval (to the extent required by law); the SORTA Board approval of the Transition; and City Council authorization of the Transition and approval of any additional appropriation that the City determines to be necessary to perform its duties under this Agreement, The Transition Date shall be automatically extended until the Transition Conditions have been met. b. Contemporaneously with the execution of this Agreement, the Parties shall execute an Assignment and Assumption Agreement in which SORTA assigns all right, title, and interest in and to the Agreement between it and Transdev Services, Inc. (“Transdev"), dated July 21, 2015 (the “Transdev Contract”) and the assumption by the City, except for SORTA’s obligations and liabilities arising under the Transdev Contract prior to the Effective Date. The Parties intend for the City to take over SORTA’s day-to-day management of Transdev’s operations and management of the Streetcar effective at 11:59 {Exhibit A to Sueetcar OMIGA Termination Ordinance - Termination Agreemeat-1} 2p.m. on December 31, 2019 (the “Transdev Assumption Date”). The Assignment and Assumption Agreement shall be conditioned on execution of a City contract with Transdev as required by the Transdev Contract in its Part Il, “Terms and Conditions,” Section 2.10, “Assignment of Contract.” GRANTS, FEDERAL COMPLIANCE, REVENUE DISTRIBUTI 2.1 Federal Grants a, Unless and until the City becomes recertified as an eligible recipient of FTA grant funding, SORTA shall serve as the primary grantee for any federal funds awarded to the Streetcar. ‘The City shall have the right to approve and audit any grants for which SORTA shall serve as primary grantee for the Streetcar. b. The Streetcar, through the reporting of its operating service statistics to the National Transit Database, may generate additional FTA §5307 formula funds, including fixed guideway funds, for the Cincinnati urbanized area. For formula grants, SORTA will be the primary interface with the Ohio Kentucky Indiana Council of Regional Governments (“OKT”) and will be responsible for accounting for and sub-allocating any formula funds related to the Streetcar. FTA formula funding attributable to activities allocated to the Metro bus system and not related to the Streetcar will not be used for the Streetcar. c. If the Streetcar generates FTA §5309 fixed guideway modernization funding for future cligible capital expenditures (anticipated to occur seven years after start of Revenue Service), then SORTA, as the FTA §5307 Designated Recipient for the Cincinnati urbanized area, will work with the City and OKI to program these funds into the future Jong range transportation plans and short range transportation improvement programs, and will draw the funds down into grants on behalf of the City for the benefit of the Streetcar. 4. SORTA, with prior City approval, will apply for the FTA grants described in this Section 2.1 for the Streetcar. The City will be liable for federal liabilities incurred by SORTA as a result of entering into such FTA grants, except where such liabilities arise directly from SORTA’s negligence, gross negligence, or willful misconduct, €. SORTA shall obtain City approval prior to obligating itself or the City to any federal grant affecting the City with a local match or future operating funding commitment (e.g., FTA State of Good Repair Formula Grants). ‘The City will be responsible for obtaining funding, for any local match requirements in connection with FTA Grants, 2.2 Federal Statutory and Regulatory Requirements The Parties shall be responsible for compliance with federal statutory regulatory requirements related to the Streetcar as follows: a. The City shall be responsible for the following: i, Developing a Rail Fleet Management Plan, Procurement of parts and expertise not included in the Long-Term Capital Plan. ‘Maintaining Satisfactory Continuing Control (as defined under FTA regulations). Regulatory compliance insofar as it relates to Streetcar operations and maintenance. v. Service Standards, {Exhibit Ato Streetear OMIGA Termination Ordinance - Termination Agreement-1} 3vi. Transit Asset Management Plan. vii, Provide Certifications and Assurances, as necessary, to the FTA. viii, Compliance with Employee Labor Protections Under the Federal Transit Law, 49 US.C. §5333(b). Providing required Public Notices. Preparing Title VI Assessments and Documentation. Compliance with the American with Disabilities Act. Developing a complementary paratransit plan in conjunction with SORTA, as set forth in Section 5, “Paratransit Service.” Developing a Long-Term Capital Improvement Plan (“CIP”) and updating the CIP as required by federal law or regulation to address Capital Renewal and Replacement for the Streetcar. xiv. All Streetcar National Transit Database data collection and reporting as part of the compensation for differential activities. b. SORTA shall be responsible for the following: i, Assisting the City with the Streetcar National Transit Database data collection and reporting. In conjunction with the City, developing and implementing a complementary paratransit plan as set forth in Section 5, “Paratransit Service.” iii, To the extent required by federal regulations, preparing and providing to the FTA all close-out reports for post grant close-out and for transition of operations to the City related to the construction, operation, and maintenance of the Streetcar. iv. Unless and until the City becomes recertified as an eligible recipient of FTA grant funding, SORTA shall serve as the primary grantee for any federal funds awarded to the Streetcar as addressed in Section 2.1 and will coordinate with the City to ensure satisfaction of any corresponding grant conditions. 2.3. Revenue Distribution a, Fare revenue generated solely from SORTA’s bus transit service shall not be used to fund the Streetcar. If SORTA utilizes joint bus/streetcar fare practices that result in combined Streetcar and bus transit trips on the same fare, the revenue attributable to the Streetcar portion of the fare will be distributed to the City. SORTA will distribute all revenue attributable to the Streetcar, including revenue generated from the sale of other Metro fare products attributable to the Streetcar. b. The City will assume primary responsibility for developing Streetcar fare policy, as further described in Section 4, “Fare Policy and Reciprocity,” of this Agreement. c. SORTA shall integrate Streetcar fare collection into existing SORTA transit collection system and into any updates to the SORTA transit collection system. 4. All agreements or portions of agreements for advertising on City-owned Streetcar vehicles or Streetcar transportation facilities, including passenger stops, sponsorships, naming rights, or any other element of the Streetcar system (“Advertising Revenue”) shall be assigned by SORTA to the City or terminated by SORTA once the City enters into a separate agreement for such advertising. ‘The one exception is advertising on ticket vending machines (““T VMs”), which advertising shall continue to be managed by SORTA {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 4through its advertising vendor. All revenue from advertising on the TVMs shall be distributed by SORTA to the City, in accordance with Exhibit A, “Ticket Vending Machines.” 2.4 VTICA Collection a. Until replaced with a new Agreement or until June 30, 2019, whichever is earlier, the Streetcar Services Agreement between SORTA and CinciVTICA dated December 19, 2016 (the “DCI Agreement”) shall remain in effect. This Agreement shall not affect SORTA’s obligation to receive voluntary tax incentive contributions (“VTICA Payments”) established in the DCI Agreement. When another party enters into an agreement to receive the VTICA Payments with the approval of the Parties, then SORTA relieved of its obligations under the DCI Agreement. b, SORTA may invoice the City for costs and expenses incurred by SORTA that are directly and solely attributable to the DCI Agreement and SORTA’s receipt of VTICA Payments, including ordinary SORTA staff costs incurred in association with VTICA-related matters, c. SORTA shall not be responsible for collection of VIICA Payments under any of the voluntary tax incentive contribution agreements between CinciVTICA and individual property owners, including that SORTA shall not be held responsible in any manner ‘whatsoever for any perceived shortfall or failure to collect such VTICA Payments, nor shall any actual or perceived violation of the DCI Agreement or the collection of or failure to collect the VIICA Payments be deemed a breach of this Agreement by SORTA in any manner whatsoever. d. Liability for VTICA Payments i. The City shall be solely responsible for costs or expenses incurred by SORTA due to claims, demands, suits, penalties, losses, damages, or judgments arising out of the DCI Agreement or SORTA’s receipt of VTICA Payments except to the extent such costs arise out of or relate to the willful misconduct of SORTA. ii, In addition, SORTA shall tender to the City the control of the defense or resolution ofa claim, demand or suit arising out of the DCI Agreement or SORTA’s receipt of VTICA Payments by giving notice to the City of any such claim, demand or suit within 10 days of receipt of the same, The City shall notify SORTA within 10 days after receipt of such notice if it cannot accept control of such claim, demand or suit. If the City controls the defense or resolution pursuant to this Section 2.4(@), no ‘compromise or settlement of such claim, demand or suit may be effected by the City without SORTA’s consent unless (i) there is no finding or admission of any violation by SORTA of any law, (i) SORTA receives a full release of the claim, demand, or suit, and (ji) the sole relief provided is monetary damages to be paid in full by the City. 3. OPERATING SYSTEMS, EQUIPMENT 3.1 Transfer of Obligations Set Forth in the OMIGA a. SORTA shall be responsible to pay all contract closeout and assignment costs. b. Each Party shall bear its own legal and administrative costs in connection with the {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 5Transition. ©. The City will compensate SORTA for the portion of any work that has been satisfactorily rendered to the Transdev Assumption Date and any reasonably foreseeable amounts payable under executed contracts for services and supplies that cannot be cancelled or assigned to the City. Notwithstanding the foregoing, the City shall not be responsible for a contract cost under this Section 3.1(c) unless SORTA has provided City with a reasonable estimate of the costs related to the contract prior to execution of this Agreement. 3.2. Operating Systems a. SORTA will ensure that certain services, systems, products, platforms, and software (collectively, the “Operating Systems”) in place during SORTA management of operations and maintenance of the Streetcar may continue to be used by the City at the City’s discretion, b. These Operating Systems were procured in whole or in part by the City for SORTA’s use as the operator of the Streetcar, as documented in the IGA (including in several of the amendments to the IGA). The City, or Transdev as the City’s contractor, will commence using the Operating Systems directly on the earlier of the Transition Date or the Transdev Assumption Date, but SORTA will remain the contracting party with the providers of the Operating Systems. ©. The relevant Operating Systems are listed in Exhibit B, “Operating System: 4d. Prior to the earlier of the Transition Date or the Transdev Assumption Date, SORTA will obtain written assurance from the providers of each Operating System that the City may use the Operating System for purposes of the Streetcar after the Transition, under SORTA’s contracts with the providers and under any licenses associated with the products or services. SORTA shall provide the City with copies of the written assurances required under this paragraph. 3.3. Operating Systems Costs a, The City shall reimburse SORTA for SORTA’s actual costs for the Operating Systems, only for use for the Streetcar, not for any use by Metro for the bus system. 'b. Total compensation shall not exceed $172,000.00 per annum. c. The estimated costs associated with the Operating Systems are listed in Exhibit B, “Operating Systems.” d. Ona quarterly basis, SORTA shall submit a request for reimbursement of costs incurred by SORTA during the preceding quarter to the City’s Deputy Director of Streetcar Services. The request shall include an accounting of the actual costs incurred for each Operating System and the total reimbursement amount requested for the relevant period. 3.4 Transfer of Equipment (Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 6a. Except as set forth in Section 3.4(b) all equipment, materials, and assets purchased by SORTA and the City or by SORTA on behalf of the City using Streetcar funds shall be solely the property of the City upon the earlier of the Transdev Assumption Date or the Transition Date, SORTA will relinquish any rights to use such property after that date, and all future maintenance will be an obligation of the City. An inventory of all such assets, materials, and supplies is attached hereto as Exhibit C, “Property Inventory.” SORTA’S release of any interest or rights in the property shall be effective by this Agreement. Transfer of equipment, materials, and assets to the City will comply with 2 C.F.R. section 200.313 and 2 CFR, section 200.314, b, SORTA shall retain ownership of and responsibility for all Ticket Vending Machines (TVMs"), security cameras in or on TVMs, data and data lines, and other security features procured and used by SORTA for the protection of the TVM security cameras, The TVM procedures and responsibilities are set forth in Exhibit A, “Ticket Vending Machines,” and shall apply to the Parties after the Transition Date. FARE POLICY AND RECIPROCITY 4.1. Fare Policy and Revenue a. No SORTA revenue shall be used to support the Streetcar. b. The City has primary responsibility for developing Streetcar fare policy. Notwithstanding this responsibility, the Parties agree that for a period of six months from the date of termination of the OMIGA, the fare policy as set forth in Exhibit D, “Fare Policy,” shall apply to the Streetcar service after the Transition Date, except for if the City eliminates fare completely and implements a free fare policy for the Streetcar. c. All revenue derived from agreements for advertising on City owned vehicles or transportation facilities, including passenger stops, sponsorships, naming rights, or any other clement of the Streetcar system (“Indirect Revenue”) shall belong to the City, including advertising addressed in Exhibit A, “Ticket Vending Machines.” 4.2 Disruption of Streetcar Service The City may request and SORTA may provide bus service to supplement or replace the Streetcar service in the event of trackway blockages or other disruptions to Streetcar operations. SORTA shall determine whether to provide such service at its sole discretion. In all instances of supplemental or replacement service requested by the City, SORTA will invoice the City for its actual, out-of pocket costs incurred for the supplemental or replacement service, and the City will pay for the cost of such services upon receipt of SORTA’s invoice. 43 Service Coordination The Parties agree to coordinate bus service and Streetcar service and schedule changes in order prevent duplication of service and to not disadvantage riders. 5. PARATRANSIT SERVICE, {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 7a. This Section addresses compliance with the Americans with Disabilities Act (“ADA”) through provision of complementary paratransit service. b. Upon the City’s assumption of operation of the Streetcar, it will have joint responsibility with SORTA to provide complementary paratransit services within 3/4 of one mile of the Streetcar service area because SORTA’s Metro bus service area and the Streetcar service areas partially overlap. . SORTA currently has ADA complementary paratransit service for its fixed route bus system. SORTA hereby agrees to provide complementary paratransit transportation for individuals requesting such service within 3/4 of one mile of the Streetcar fixed route at the current rate of $35 per passenger trip for such service that begins and ends in the Streetcar service area. 4. SORTA will provide a monthly invoice to the City listing all such trips, and the City agrees to reimburse SORTA on a monthly basis for 50% of such actual costs. ‘The rate amount ‘may be renegotiated and mutually agreed upon by the Parties as they deem necessary. LIABILITY, IMMUNITY, INSURANCE 6.1 Allocation of Liabilities a, The City and SORTA recognize that, as public entities, Ohio law does not permit them to indemnify the other against claims, damages, suits, or judgments. To the extent permitted under Ohio law, the City and SORTA have agreed upon allocation of liabilities in connection with the Streetcar as set forth in this Section 6. b. Notwithstanding anything to the contrary stated in this Agreement, the City does not assume, and SORTA shall defend and hold the City harmless from, any obligations or liabilities that arose prior to the termination of the OMIGA that are related to the Transdev Contract in any way, including but not limited to, Transdev claims for penalties and/or damages alleged to have occurred prior to the Effective Date, as well as those caused by the conduct, action or inaction, negligence or intentional acts, however denominated, of SORTA, its officers, employees, or agents, ¢. Alll obligations and liabilities occurring prior to the Effective Date shall be allocated between the Parties pursuant to the OMIGA and shall survive termination of the OMIGA. 4, All obligations and liabilities for claims arising after the Effective Date arising out of or in any way resulting from the Transition shall be allocated as follows: i, The Parties shall be jointly responsible for any and all third party claims, demands, suits, penalties, losses, damages, judgments or costs of any kind whatsoever arising out of or in any way resulting from the Transition, except to the extent arising out of or relating to the negligence, gross negligence, or willful misconduct of either Party or for claims arising from actions or inaction prior to the Effective Date. ii, In the event a lawsuit is commenced against either Party, or a claim is asserted for loss or damage, for which the other Party may be solely or jointly liable under this, Section 6.1, the Party sued, or against whom the claim is asserted, promptly shall notify the other Party in writing of the pendency of the suit or claim, and thereupon such notice, the other Party shall assume or join in the defense of such suit or claim. iii, ‘The City and SORTA agree to fully cooperate in the enforcement of any right or claim against any person or entity which may be liable for the injury or damage {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 8arising out of the operation and maintenance of the Streetcar and/or damage or impairment to any Streetcar asset. iv. SORTA and the City agree to associate in the defense and control of any claim, suit, or proceeding relative to the Transition, in which event the City and SORTA shall ‘cooperate in all things in the defense of such claim, suit, or proceeding. The City shall be wholly responsible for the safe operation of the Streetcar. Subject to the exceptions set forth below, the City shall be solely responsible for any and all claims, demands, suits, penalties, losses, damages, judgments, or costs of any kind whatsoever (hereinafter “O&M Claims”) arising out of or in any way resulting from the negligent or other wrongful act or omission of the City, its agents and employees, in connection with the operation and maintenance of the Streetcar after the Effective Date and not arising out of or resulting from the Transition. O&M claims will be paid and handled, and litigation defended, according to the City’s normal, established processes 6.2 Preservation of Immunities and Defenses Nothing in this Agreement shall constitute or be interpreted as a waiver by the City or SORTA of any sovereign or other immunities, protections, or defenses it may have under law, including but not limited to Ohio Revised Code Chapter 2744. 6.3 Confidentiality a. The City and SORTA hereby acknowledge and agree that materials and information, in document form and oral, may be generated by the claims management process that, under applicable law, may be kept confidential and privileged (“Confidential Materials”). Such Confidential Materials are presumed to include, but are not limited to, the following: i Accident reports Legal advice, notes, or memoranda of legal counsel Statements of potential witnesses Information assembled and reports prepared by consulting and potentially testifying experts Statements, documents, and information that are “trial preparation materials” and/or ‘materials that are compiled or prepared in anticipation of claims or litigation, strategy, and tacties for litigation or other dispute resolution process vi. Statements, documents, and information that are considered Security Sensitive Information (“SSI”) as defined in 49 Code of Federal Regulations (“CER”) Parts 15 and 1520 vii. Statements, documents, and information that are developed as part of SORTA and City compliance with State Safety Oversight (“SSO”) requirements as defined by FTA and the Ohio Department of Transportation viii, Statements and discussions occurring during executive sessions of public meetings as permitted under Ohio Revised Code Section 121.22 ix. Statements and discussions occurring during collective bargaining meetings as described in Ohio Revised Code Section 4117.21. b. The City and SORTA intend by this Agreement to protect the privileged and confidential nature of any Confidential Materials. The City and SORTA each agree that all oral and/or {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 9written Confidential Materials received from the other party shall be held in strictest confidence and shall not be given, shown, made available, communicated, or otherwise disclosed in any way to anyone outside the City and SORTA without the express consent of the party from whom the Confidential Materials were received, except pursuant to judicial order. If either the City or SORTA receive a request from an outside party for Confidential Materials, the recipient of the request shall immediately notify the other party to this Agreement, who shall be entitled to oppose the request in court or another appropriate forum, 6.4 Property and Liability Insurance a, The City, and its contractors, shall insure the Streetcar vehicles, spares, power equipment, platforms, and the Streetcar maintenance facility under its property damage insurance coverage. In the event a Streetcar vehicle is so damaged that the City determines to replace it rather than have it repaired, such replacement vehicle shall be procured by the City at its expense. The City shall be solely responsible for its deductible and the prosecution and handling of all claims with its insurer. The City acknowledges and agrees that it will comply with any FTA requirements with respect to the application of insurance proceeds for damage to or replacement of a federally-funded asset. b. The City will comply with FTA insurance requirements as outlined in the 2019 FTA Master Agreement as updated annually. GENERAL TERMS 7.1 Entire Agreement ‘This Agreement, the Exhibits, and the other referenced documents herein constitute the entire agreement and understanding between SORTA and the City relating to the Termination of the OMIGA and the IGA and the operation and maintenance of the Streetcar after the Effective Date. There are no restrictions, promises, representations, warranties, covenants, or undertakings, oral or otherwise, except those expressly set forth or referenced in this Agreement, 7.2 Severability In the event that any term, covenant, condition, or provision of this Agreement, or the application of this Agreement to any person or circumstance, is found to be invalid or unenforceable in any respect, the remainder of this Agreement, and the application of such item or term to other persons or circumstances nevertheless will be binding with the same effect as if the invalid or unenforceable provision were originally deleted. The Parties agree to bargain in good faith to reform this Agreement or replace any invalid or unenforceable provision in a manner that comes as close as possible to the intention of the invalid or unenforceable provision. 7.3. Amendments {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 10Waivers, modifications, additions, or amendments to this Agreement must be in writing and approved in the same manner as this Agreement. All such approvals shall be submitted to the parties’ respective legal counsel for a determination as to whether the change requires additional approval by City Council or the SORTA Board of Directors. If at any time a Party determines that amendments or additions to this Agreement are necessary, it will contact the other Party in writing with any proposed changes. 74° Notices Except as otherwise expressly provided in this Agreement, all requests, notices, demands, authorizations, directions, consents, waivers, or other communications required or permitted under this Agreement must be in writing and either: (i) delivered in person; (ii) deposited, postage prepaid, in the certified mails of the United States, with return receipt requested; (ii) delivered by a nationally recognized overnight or same-day courier service that obtains receipts, addressed to the Parties as follows: City of Cincinnati Deputy Director of Streetcar Services City Hall, Suite 115 801 Plum Street Cincinnati, OH 45202 SORTA Chief Executive Officer 602 Main Street, Suite 1100 Cincinnati, OH 45202-2549 75 Term ‘The term of this Agreement is from the Effective Date until December 31, 2045, unless otherwise terminated in accordance with the provisions of this Agreement. All obligations and responsibilities of the Parties under this Agreement shall remain in effect for the duration of the Term unless a change is mutually agreed upon by the Parties. The Agreement will continue to automatically extend for additional five-year periods unless either Party provides notice no later than sixteen months before the end of the Term of its intent to allow this Agreement to expire. 7.6 Default and Termination If for any cause either Party does not fulfill ina timely and proper manner its obligations under this Agreement, the aggrieved Party may give the other Party written notice of such failure or violation, which notice shall provide a minimum of thirty calendar days to correct the violation or failure. If the failure or violation is not corrected by the end of the cure period, then the aggrieved Party may terminate this Agreement by giving written notice to the other Party. The written termination notice shall specify the effective date of the termination, which shall be at least thirty days from the date the aggrieved Party provides written notice of intent to terminate. {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} ittThe terms and responsibilities of the Parties under Section 2, “Grants, Federal Compliance, Revenue Distribution,” and Section 6, “Liability, Immunity, Insurance,” of this Agreement will survive termination of this Agreement, 7.7. Rights and Remedies Except as set forth in Section 6.1, the duties and obligations imposed by this Agreement and the rights and remedies available hereunder do not limit or waive any duties, obligations, rights, or remedies otherwise available by law. Waiver by either Party of any default will not affect ‘or impair any right arising from any subsequent default, ‘The failure of either Party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy provided for in this Agreement will not impair any such right or remedy nor be construed as a waiver or relinquishment thereof. 7.8 Authority The Parties each warrant they have the authority to enter into this Agreement and that the persons signing this Agreement for each Party have the authority to bind that Party 7.9 No Agency or Employee Relationship. ‘No joint venture or partnership is formed as a result of this Agreement. No employees, agents, or subcontractors of one Party shall be deemed, or represent themselves to be, employees of any other Party to this Agreement. In performing work and services pursuant to this Agreement, the City, its employees, consultants, agents, and representatives shall be acting as agents of the City and shall not be construed to be employees or agents of SORTA in any manner whatsoever. The City shall not hold itself out, nor claim to be, an officer or employee of SORTA and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of SORTA. ‘The City shall be solely responsible for any claims to wages or compensation by City employees, consultants, agents, and representatives, including sub-consultants. In performing work and services pursuant to this agreement, SORTA, its employees, agents, consultants, and representatives shall be acting as agents of SORTA and shall not be deemed or construed to be employees or agents of the City in any manner whatsoever. SORTA shall not hold itself out, nor claim to be, an officer or employee of the City and will not make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the City. SORTA shall be solely responsible for any claims for wages or compensation by SORTA employees, consultants, agents, and representatives, including sub-consultants, 7.10 List of Exhibits. The following exhibits are attached hereto and incorporated herein by reference: Exhibit A ~Ticket Vending Machines Exhibit B — Operating Systems Exhibit C — Property Inventory Exhibit D —Fare Policy {Exhibit to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 2[Remainder of page intentionally left blank — signatures on following page] {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 13Executed by the Parties on the dates indicated below effective as of the Effective Date (as defined in the introductory paragraph hereof). SOUTHWEST OHIO REGIONAL TRANSIT AUTHORITY By: Danyl Haley CEO and General Manager Date: _ Recommended by: Approved as to Form: CITY OF CINCINNATI By Patrick A. Duhaney, City Manager Date: Recommended by: Recommended by: John §. Brazing, Director Travis Jeric, Interim Deputy Director Dept. of Transportation and Engineering of Streetcar Services Approved as to Form: Approved by: Assistant City Solicitor Markiea L. Carter, Director Department of Economic Inclusion Certification of Funds: Approved by: Bobbi K. Hageman Chief Procurement Officer {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 14Exhibit A TICKET VENDING MACHINES A. Streetcar Ticket Vending Machine (“TVM”) Assignments 1, The Parties acknowledge that cash collection and fare media replenishing are currently the responsibility of Transdev. This responsibility includes revenue servicing outside of normal business hours and delivery of all collected funds to Fifth Third Bank before the following business day. Transdev has the additional responsibility of cleaning the stations, which includes the TVMs, 2. SORTA owns the TVMs at the streetcar station stops. Therefore, TVM maintenance (excluding revenue related functions) will be the responsibility of SORTA and/or SORTA’s contractor, including both preventive and remedial maintenance. SORTA and the City will each be responsible for one-half of the cost of TVM maintenance at streetcar station stops. SORTA will submit monthly invoices for reimbursement of one-half of the prior month’s maintenance costs from the City. 3. SORTA’s storeroom purchasing will be the responsibility of the SORTA Procurement Department, and stock will be monitored efficiently to allow SORTA to procure items in a timely manner. All stock/parts costs will be invoiced by SORTA and submitted monthly for reimbursement by the City. B. Cash Handling 1. Monitoring cash balances, ticket stock, and receipt tape in the TVMs (using Genfare VIP software) is the responsibility of Transdev. Transdev is responsible for the cash collection process, including contracting an armored transportation provider for delivery to the vault at Fifth Third Bank. ‘Transdev is responsible for addressing any revenue servicing issues with the armored transportation provider, 2. Fifth Third Bank will count, deposit, and report the cash to SORTA’s Accounting Supervisor, who will reconcile the bank counts to the audit ticket amounts on a weekly basis. SORTA’s Accounting Supervisor or Accounting Assistant will also reconcile the cash counted by Fifth Third to the audit reports obtained from the Genfare VIP software. A separate SORTA bank account will be used for these funds specifically for streetcar. SORTA will then transfer the funds to the City’s designated bank account. SORTA will provide a report of the balances and an accounting of the reconciliation and audits processes from the prior month, on a monthly basis. D. Fare media stocki 1. SORTA shall continue to provide paper tickets (or the paper used by the TVMs to create tickets) through its contract with supplier FareMedia or equivalent vendor. SORTA will provide the paper tickets or paper to Transdev. {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 152. Transdev will continue to replenish fare media in the TVMs as part of its regular routine stock inspections. Fare media will be kept at the Queensgate storeroom, Transdev will contact the Storeroom Manager via email or phone when fare media is needed, and the Storeroom Manager will issue the requested fare media to Transdev. Transdev will continue to alert the Storeroom Manager when their supply is reaching a low level so that, ‘media can be ordered before supply is exhausted. E. Key control F._Maintenance ‘Transdev will receive keys to open the front door of the TVMs, keys to release the revenue modules, and keys to the various maintenance parts. SORTA’s maintenance vendor will receive keys to open the front door of the TVMs and various maintenance parts. Any replacement keys must be obtained from SORTA’s Chief Operations Officer. In the event that a key is broken, Transdev will return it to the Chief Operations Officer, Transdev will alert the Project Management Officer of any lost keys. 1. SORTA, including through its TVM maintenance contractor, will maintain as high a level of TVM reliability and availability as possible. If a maintenance issue arises that results or may result in more than a one-hour outage for any TVM, SORTA will notify Transdev’s supervisor on duty, 2. Needed maintenance of the TVMs may be communicated in two ways. First, SORTA will receive e-mails generated by the Genfare VIP software notifying an incident with the operation of a TVM. Second, the City or Transdev may contact SORTA to notify of an incident with a TVM or to communicate any general TVM maintenance need. Once it receives either type of notification, SORTA is responsible for remedying the incident and/or ensuring that the necessary maintenance is performed. i. Miscellaneous Services 1. SORTA shall maintain the warranty on the TVMs through GenFare or, if appropriate, an ‘equivalent warranty provider. The City shall not be responsible for cost associated with TVM warranty. 2. SORTA shall continue to procure services for processing TVM credit card purchases through Chase Bank or equivalent credit card processing provider. The City shall not be responsible for cost associated with TVM credit card processing. 3. SORTA shall continue to operate and maintain the security cameras in or on the TVMs or shall cause them to be operated and maintained by Executive Securities or equivalent service provider. The City will not be responsible for the cost of operation and ‘maintenance of the TVM security cameras. {Exhibit Ato Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 164. SORTA shall continue to contract for advertising wraps on the TVMs unless and until instructed by the City to remove the advertising. The City has the right to revoke permission for advertising on the TVMs. During such time as advertising is permitted on the TVMs, SORTA will provide the revenue from the advertising to the City on a monthly basis. 5. SORTA will continue to procure data services for the TVMs through Verizon or equivalent data service provider. The City shall not be responsible for cost associated with data service to the TVMs. H. Free Fare If the City establishes a free fare policy for the Streetcar, the TVMs would be used only for selling bus fare. Therefore, in the event of implementation of free fare for the Streetcar, the following apply: 1. Responsibility for cash collection and fare media replenishing will become the responsibility of SORTA. 2, SORTA will no longer be obligated to maintain or procure any of the services or obligations in Section G of this Exhibit. 3. SORTA will have the right to remove and relocate the TVMs, but only after a permanent free fare policy is adopted and approved by the City, or upon written City approval following 90 days’ written notice from SORTA to the City. 4. Foras long as the TVMs remain located at Streetcar stops, SORTA’s obligation to maintain them will remain in effect. If free fare policy is adopted, temporarily or permanently, SORTA would become responsible for 100% of the cost of maintenance of the TVMs, 1 Removal Upon Full Depreciation ‘Upon full depreciation of the TVMs, the City shall have the right to require SORTA remove the ‘TVMs from the Streetcar stops {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 7Exhibit B OPERATING SYSTEMS A. The following Operating Systems will continue to be made available to and used by the City in operating the Streetcar through SORTA. Cost estimates of annual costs to SORTA for use of the Operating Systems for purpose of the Streetcar only (not for bus service) is listed with each Operating System. Costs are calculated on an as-used basis if possible, or as a percentage of use for the streetcar, if the Operating System is used for Streetcar and bus service. 1. Trapeze Sofiware Group, Inc. (“Trapeze”) performs radio communications, computer aided dispatching, passenger counting, and other related functions for the Streetcar. The Operating System from Trapeze includes TransitMaster, Blockbuster, and FX. * The estimated annual cost associated with use of the Trapeze Operating System for the Streetcar is $ 2. RideCheck — automated ridership reporting Operating System. * The estimated annual cost associated with use of the RideCheck Operating System for the Streetcar is $ 3. Clever Devices Ltd. (“Clever Devices”) is an automated passenger counting (APC) Operating System. The estimated annual cost associated with use of the Clever Devices Operating System for the Streetcar is$_—_ : 4, TVMc-related Operating Systems, and any costs associated with them, are addressed in detail in Exhibit A, “Ticket Vending Machines.” B. The Parties may mutually agree to changes in providers of Operating Systems and/or to changes to particular aspects of any Operating System. {Exhibit Ato Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 18c PROPERTY INVENTORY 1, SORTA and the City purchased certain office equipment for the Streetcar Maintenance and Operations Facility as owner-furnished equipment, including telephones, computers, printers, and associated equipment, which by this Agreement shall become the property of the City on the earlier of the Transdev Assumption date or Transition Date. 2. All dispatch equipment and radio systems used for the Streetcar service by SORTA shall become the property of the City on the carlier of the Transdev Assumption date or ‘Transition Date. 3. The Wheel Truing Machine procured by SORTA for the Streetcar shall become the property of the City on the earlier of the Transdev Assumption date or Transition Date for use for streetcar purposes. {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 19Exhibit D FARE POLICY {Exhibit A to Streetcar OMIGA Termination Ordinance - Termination Agreement-1} 20