R2005-77 ACCEPTING PROPOSAL FIRST TRANSIT, INC.

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�— for such personnel shall be the same as for the General Manager,as specified in this Agreement. E. The CITY agrees, for a period of one (1) year following the expiration or sooner termination of this Agreement, not to solicit, nor to hire as an employee, nor to , engage in any capacity whatsoever, any employees of FIRST TRANSIT or its subsidiaries, including the subsidiary named in this Agreement, if any. The phrase "in any capacity whatsoever" includes, but is not limited to, hiring another transit ' management company that proposes to employ or employs any of FIRST TRANSIT's resident management personnel. 6. ADVISORY AND TECH1vICAL ASSISTANCE FIRST TRANSIT shall furnish a minimum of eighty (80) hours advisory and technical assistance each year, at the Transit System or elsewhere, as may be reasonably required to assist the General Manager in the management of the Transit System at no additional cost. Such assistance shall be exclusive of the hours provided by the Area/Region Vice President. Travel and living expenses associated with this assistance shall be at the expense of FIRST TRANSIT. Such advisory and technical assistance shall include,but shall not be limited to, those relating to the managerial functions identified in Section 3. 7. COMPENSATION The CITY agrees to pay to FIRST TRANSIT as compensation for management services rendered pursuant to this Agreement the following sums: PERIOD FEE Year 1: July 1, 2004—June 30, 2005 $7,850 per month($ 94,200 per year) Year 2: July 1, 2005 —June 30, 2006 $8,085 per month($ 97,020 per year) Year 3: July 1, 2006—June 30, 2007 $8,328 per month($ 99,936 per year) Year 4: July 1, 2007—June 30, 2008* $8,578 per month($102,936 per year) Year 5: July 1, 2008—June 30, 2009* $8,835 per month($106,020 per year) * if exercised by the CITY Payment shall be made by the CITY to FIRST TRANSIT on or before the 1 Sth day following receipt of FIRST TRANSIT's invoice for that month's management fee on a pro rata basis of the annual fee. In the event that this Agreement terminates other than on the last day of a calendar month, the fee due FIRST TRANSIT shall be prorated on a daily basis. 8. WORKING FUNDS The CITY shall provide the Transit System with adequate working funds which shall be deposited in a"Payroll Account" and other"Special Accounts" as needed,under procedures 5