|
<br />203193300.19 -1-
<br />
<br />BAY AREA BIKE SHARE PROGRAM AGREEMENT
<br />THIS BAY AREA BIKE SHARE PROGRAM AGREEMENT (this “Agreement”), has been executed
<br />and delivered as of December 31, 2015 (the “Effective Date”) by and between the METROPOLITAN
<br />TRANSPORTATION COMMISSION, an agency of the State of California established pursuant
<br />California Government Code § 66500 et seq., having an office at 101 Eighth Street, Oakland, California
<br />(“MTC”), and BAY AREA MOTIVATE, LLC, a Delaware limited liability company, having any office
<br />at 5202 Third Avenue, Brooklyn, New York 11220 (“Operator”).
<br />W I T N E S S E T H:
<br />WHEREAS, self-service bicycle sharing programs are revolutionizing the way residents commute and
<br />tourists travel within cities in Europe and North America, and a regional self-service bicycle sharing
<br />program with public access has been determined by MTC and the Participating Cities (as defined below)
<br />to be a desirable and valuable mode of alternative public transportation for the San Francisco Bay Area;
<br />and
<br />WHEREAS, a bike sharing program will provide a 24-hour transportation network that complements
<br />existing transit and transportation options, increases multi-modal travel options in the region and
<br />encourages bicycle use as a healthy, environmentally friendly and congestion-reducing transportation
<br />option; and
<br />WHEREAS, MTC authorized its Executive Director to negotiate an agreement with Operator to design,
<br />build, operate, maintain and market a network of publicly available bicycles in a bike share system within
<br />the cities of Berkeley, Emeryville, Oakland, San Francisco and San Jose (subject to Section 2.16, each a
<br />“Participating City”, and collectively, the “Participating Cities”);
<br />WHEREAS, accordingly, MTC and Operator have negotiated this Agreement for the design, build,
<br />operation, maintenance and marketing of a network of publicly available bicycles in a bike share program
<br />in the Participating Cities;
<br />WHEREAS, this Agreement also addresses the continuation of the pilot bike share program established in
<br />2013 in San Francisco, Redwood City, Palo Alto, Mountain View and San Jose (the “Pilot Program”; the
<br />foregoing cities being the “Pilot Cities”) pursuant to Bike Share Program Agreement dated February 6,
<br />2013 (as amended, the “AD Agreement”) between Alta Bicycle Share, Inc. and The Bay Area Air Quality
<br />Management District (the “Air District”);
<br />WHEREAS, concurrently with the execution and delivery of this Agreement, Operator, the cities of
<br />Emeryville, San Francisco and San Jose, and MTC are executing a Coordination Agreement
<br />(“Coordination Agreement”) that sets forth certain rights, liabilities, and responsibilities of each party
<br />thereto with respect to the Program, and defines the organizational, management, and operational
<br />structure for the successful development of the Program.
<br />NOW, THEREFORE, in consideration of the foregoing clauses, which clauses are hereby made a part of
<br />this Agreement, and the mutual covenants and agreements herein contained, and for other good and
<br />valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby
<br />covenant and agree as follows:
|