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NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS <br />HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: <br />SECTION L The Shuttle Program. The Shuttle Program shall consist of a fleet of vans or small <br />buses utilized for the transportation of BART riders from the San Leandro BART Station to <br />employment areas in the West San Leandro industrial area. The map of the Shuttle Program is <br />attached hereto as Exhibit 1 to this Agreement. The service area maybe adjusted over time by the <br />SLTMO consistent with the ordinance establishing the BID with the written approval of the City. <br />The Shuttle Program shall provide rides to employees free of charge. The Shuttle Program shall be <br />administered by the SLTMO pursuant to the terms of this Agreement. <br />SECTION 2. Provision of BID Services. The SLTMO shall provide, manage, and administer <br />all district improvements, activities, and services, including the Shuttle Program pursuant to the <br />SLTMO By-Laws. Said By-Laws shall be submitted to the City. The City shall be notified of <br />any changes in the By-Laws or Articles of Incorporation maintained by the SLTMO within 30 <br />days of their adoption by the SLTMO Board of Directors. The SLTMO shall be fully <br />responsible for developing, implementing, directing and operating the Shuttle Program and <br />related activities. Except as otherwise set forth in this Agreement, neither the City Council, the <br />City of San Leandro, the San Leandro Redevelopment Agency, nor its BID Advisory Board will <br />provide or be responsible for the provision, management, or administration of any BID <br />improvements or activities. <br />SECTION 3. Budgets and Reporting. The SLTMO shall cooperate with the BID Advisory Board <br />to prepare an annual budget for the management of the Shuttle Program and such budget shall <br />include the sources and uses of funds for the Shuttle Program. The annual report shall be prepared in <br />accordance with the requirements of the Parking and Business Improvement District Law of 1989 <br />and must include an annual survey of individuals riding the shuttle. SLTMO's initial budget shall be <br />submitted to the San Leandro City Manager no later than thirty (30) days after execution of this <br />Agreement. The SLTMO shall also prepare a quarterly report on the Shuttle Program and submit <br />such report to the City Manager of the City of San Leandro. The quarterly report shall include a <br />report of all revenues, expenditures, a report on the operation of the shuttle, and a ridership summary. <br />SECTION 4. Staff Support and Subcontracts. The SLTMO is an independent contractor, and shall <br />provide all necessary staff support for its activities. Neither SLTMO, nor its employees, shall be City <br />or Agency employees or agents. Neither the City nor the Agency will provide staff support to the <br />Shuttle Program, although its staff maybe consulted with on an occasional basis. The SLTMO shall <br />let and administer all subcontracts necessary for providing the BID improvements, services, and <br />activities. The SLTMO is responsible to contract and pay for all support services as may be required <br />to perform this Agreement. The SLTMO shall comply with all applicable Federal, State and City <br />laws and regulations <br />SECTION 5. Grants. The parties acknowledge that the Shuttle Program is the current recipient of <br />various grants. To the extent necessary, the parties agree that this Agreement may be amended or <br />modified to allow the Shuttle Program to meet any requirements of these grant programs, or any <br />other future grants that maybe awarded to the SLTMO. The SLTMO shall comply with any and all <br />requirements imposed by these grant programs, or any other future grant program. <br />2 <br />