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<br />203215669.16 2
<br />ATTACHMENT A
<br />AGREEMENT TO CONTINUE PILOT BIKE SHARE PROGRAM
<br />THIS AGREEMENT TO CONTINUE THE PILOT BIKE SHARE PROGRAM (this
<br />“Continuation Agreement”), has an effective date (the “Effective Date”) that is the same as the
<br />effective date of the BAY AREA BIKE SHARE PROGRAM AGREEMENT, to which this
<br />Continuation Agreement is attached (the “Program Agreement”), by and between the
<br />METROPOLITAN TRANSPORTATION COMMISSION, a California public agency
<br />established pursuant California Government Code § 66500 et seq., having an office at 101 Eighth
<br />Street, Oakland, California (“MTC”), and BAY AREA MOTIVATE, LLC, a Delaware limited
<br />liability company, having any office at 5202 Third Avenue, Brooklyn, New York 11220, as
<br />Operator of the Bay Area Bike Share Program (“Operator”).
<br />RECITALS
<br />WHEREAS, Alta Bicycle Share, Inc., an Oregon corporation (“Alta”), and Bay Area Air
<br />Quality Management District, a California special district (the “Air District”), entered into a Bike
<br />Share Program Agreement having an effective date of February 6, 2013 (the “Pilot Program
<br />Agreement”), pursuant to which Operator operated a pilot bike sharing program (the “Pilot
<br />Program”) in the cities of San Jose, Palo Alto, Mountain View, Redwood City and San Francisco
<br />(each, a “Pilot City” and collectively, the “Pilot Cities”);
<br />WHEREAS, on the date hereof, (a) the Air District and Motivate International, Inc.,
<br />formerly known as Alta (“Motivate”), terminated the Pilot Program Agreement, (b) the Air
<br />District and MTC agreed to the conveyance of all of the Air District’s right, title and interest in
<br />and to the tangible and intangible property acquired or developed in connection with the Pilot
<br />Program from the Air District to MTC, and (c) MTC and Operator agreed to the conveyance of
<br />all of MTC’s right, title and interest in and to the tangible property acquired or developed in
<br />connection with the Pilot Program (the “Pilot Program Property”) from MTC to Operator ;
<br />WHEREAS, the Parties have agreed that Operator will continue to operate the Pilot
<br />Program in the Pilot Cities using the Pilot Program Property; and
<br />WHEREAS, capitalized terms not otherwise defined when they first appear in this
<br />Continuation Agreement are defined in Article XI.
<br />NOW, THEREFORE, in consideration of the foregoing clauses, which clauses are hereby
<br />made a part of this Continuation Agreement, and the mutual covenants and agreements herein
<br />contained, and for other good and valuable consideration, the receipt and adequacy of which are
<br />hereby acknowledged, the Parties do hereby covenant and agree as follows:
<br />ARTICLE I
<br />PURCHASE OF PILOT PROGRAM PROPERTY; SERVICES; TERM
<br />1.1 Purchase of Pilot Program Property. On the Effective Date, Operator shall
<br />purchase the Pilot Program Property for the purchase price agreed to among Operator, MTC and
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