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SECTION 6. Funding and Business Participation Program. The parties acknowledge a primary
<br />source of funding for the Shuttle Program is participating businesses in the West San Leandro
<br />Business Improvement District. The SLTMO must develop a Business Participation Program to
<br />ensure that the businesses in the BID area participate in the Shuttle Program, and that the assessments
<br />collected by the City, and paid to SLTMO, be used to offset a minimum of one-half of the annual
<br />costs of operation of the Shuttle Program. Said Program shall as a minimum include a business
<br />visitation outreach effort with affected business owners. The SLTMO must develop and present this
<br />program to the City Manager within 60 days of the date of this agreement. Upon approval, the
<br />SLTMO must begin to implement the program within 30 days.
<br />The parties further acknowledge that supplemental funding for the Shuttle Program will come from
<br />other local, state and federal grants. Upon SLTMO's request, the City and Agency will assist the
<br />SLTMO in obtaining Local, state and federal grants. The Agency further agrees to continue its
<br />support of the Shuttle Program by underwriting the Shuttle Program should any existing or future
<br />grant funding be interrupted or terminated. The Agency will provide funding in these circumstances
<br />not to exceed 50% percent of SLTMO's Shuttle Program budget on an annual basis until the time
<br />that SLTMO is able to obtain grant or other funding in an amount sufficient to fully fund the Shuttle
<br />Program. At no time shall Agency funding exceed a maximum of one-half of the annual operating
<br />costs of the Shuttle program.
<br />SECTION 7. Records Insurance, and Indemnification. The SLTMO shall maintain all records of
<br />the Shuttle program, including all subcontracts, and all other financial records. Such records must be
<br />kept accurate and up-to-date and shall be made available to the City or the Agency for review upon
<br />request. The SLTMO shall, at any time deemed necessary by the City or the Agency, make available
<br />for examination all of the Shuttle Program records and shall permit the City to audit, examine, and
<br />make excerpts or transcripts from such records. The SLTMO shall maintain the insurance required
<br />in Exhibit 2 to this Agreement.
<br />SLTMO shall indemnify, defend with counsel reasonably acceptable to the City and the Agency, and
<br />hold harmless the City, the Agency and their respective officials, officers, employees, agents, and
<br />volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of
<br />action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any
<br />violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in
<br />part, by the willful misconduct or negligent acts or omissions of SLTMO or its employees,
<br />subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or
<br />character of their work. The foregoing obligation of SLTMO shall not apply when (l) the injury,
<br />loss of life, damage to property, or violation of law arises wholly from the active negligence or
<br />willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of
<br />SLTMO or its employees, subcontractor, or agents have contributed in no part to the injury, loss of
<br />life, damage to property, or violation of law. It is understood that the duty of SLTMO to indemnify
<br />and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
<br />Code. Acceptance by City and Agency of insurance certificates and endorsements required under
<br />this Agreement does not relieve SLTMO from liability under this indemnification and hold harmless
<br />clause. This indemnification and hold harmless clause shall apply to any damages or claims for
<br />damages whether or not such insurance policies shall have been determined to apply. By execution
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