Agmt15 Bay Area Bike Share Agreement

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203193300.19 -44- 20.4 Operator shall select, train and employ such number of employees as is necessary or appropriate for Operator to satisfy its responsibilities hereunder. Operator shall be the sole authority to hire, terminate and discipline any and all personnel employed by Operator. INSPECTION AND AUDIT RIGHTS 21.1 MTC shall have the right at reasonable times and upon reasonable notice to inspect the installation, operation, and maintenance of the Program and its associated elements. 21.2 Operator shall open and maintain a facility in each of San Francisco, San Jose and East Bay to support Program operations. 21.3 Operator shall comply with the reporting requirements set forth in Appendix C. 21.4 Throughout the Term, Operator shall maintain complete and accurate books of account and records of the business, ownership and operations of Operator with respect to the Program. 21.5 MTC has the right upon written demand with reasonable notice to Operator under the circumstances, to inspect, examine or audit during normal business hours all documents, records or other information pertaining to Ridership Revenue and Sponsorship Revenue or any other data collected and maintained by Operator to comply with the reporting requirements of Appendix C. All such documents shall be made available at one of Operator’s local offices. All such documents shall be retained by Operator for a minimum of 6 years following the expiration or termination of this Agreement. RESTRICTION AGAINST ASSIGNMENT 22.1 Operator shall not sell, assign or otherwise transfer all or any portion of its interest in this Agreement without the prior written consent of MTC, except as otherwise provided in Sections 19.1 and 19.7. Operator shall notify MTC of any proposed sale, assignment or transfer of this Agreement, in writing, at least 60 days prior to the proposed effective date of such sale, assignment or transfer. In the event that any such sale, assignment or transfer of this Agreement is approved by MTC, the purchaser, assignee or transferee shall agree to be bound by all the covenants of this Agreement required of Operator to the extent arising from and after the effective date of such sale, assignment or transfer. Any purported sale, assignment or transfer without MTC’s approval as required above shall be void and of no force or effect. Nothing in the foregoing shall limit (a) the right of Bikeshare Holdings to sell, assign or otherwise transfer interests in Operator, (b) the right of direct or indirect owners of equity interests in Bikeshare Holdings to sell, assign or otherwise transfer such interests, (c) the right of Bikeshare Holdings to sell, assign or transfer all or substantially all of its assets, including its interest in this Agreement, so long as Operator or, in the case of clause (c), its successor, has the experience and expertise to operate a large- scale bikeshare program and has substantially the same legal right to obtain replacement Bicycles and other Equipment, to utilize the Bicycle patents and other Equipment patents, and to utilize the required Software that Operator has as of the Effective Date. In addition, nothing in the foregoing shall prohibit a merger, reorganization, recapitalization, consolidation or similar transaction involving Bikeshare Holdings or any direct or indirect holder of equity interests in Bikeshare Holdings, so long as the conditions set forth in the preceding sentence are satisfied.