Agmt15 Bay Area Bike Share Agreement

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203193300.19 -13- 1.161 “Wayfinding Elements” shall mean the maps posted on every Station, showing the location of each Station. 1.162 “Wrench” shall mean the action of locking a Bicycle in a Dock such that it cannot be released by Program users pending action by Operator. SCOPE OF SERVICES 2.1 General Requirements. Operator shall (a) provide the Services in conformance with the terms of this Agreement, (b) provide all of the Equipment and Software required to operate the Program, (c) procure all of the relevant licenses and rights to use the Equipment and Software to operate the Program, (d) procure all licenses and permits from applicable governmental agencies that are required to provide the Services from all applicable governmental agencies, and (e) comply with all applicable laws, rules and regulations of the United States, the State and the Participating Cities. 2.2 Initial Term. The term (the “Term”) of this Agreement shall commence on the Effective Date and shall end on the last day of the calendar month in which the 10th anniversary of the earlier of (a) the date that Phase I is completed, and (b) the Agreed Phase I Completion Date occurs (the “Initial Term”), subject to Section 2.3. 2.3 Reduction of Initial Term. If Operator does not complete 75% of Phase I, Phase II, Phase III, or Phase IV by the Agreed Phase I Completion Date, the Agreed Phase II Completion Date, the Agreed Phase III Completion Date, the Agreed Phase IV Completion Date, respectively, or 100% of Phase V by the Agreed Phase V Completion Date, then MTC shall have the right, by notice to Operator given with 60 days of the respective missed Completion Date, to reduce the Initial Term by 5 years, subject to the rights of the Recognized Lender set forth in Section 19.5. In addition, if on the 4th anniversary of the earlier of (a) the date that Phase I is completed, and (b) the Agreed Phase I Completion Date, a Default exists under Section 18.1.5, then MTC shall have the right, by notice to Operator given with 60 days of such 4th anniversary, to reduce the Initial Term by 5 years, subject to the rights of the Recognized Lender set forth in Section 19.5. Any amounts due pursuant to Section 8.2 shall be due within 120 days after expiration of the Term as reduced pursuant to this Section 2.3. 2.4 Renewal Term. If the Initial Term has not been reduced pursuant to Section 2.3 and Operator is in substantial compliance with the terms of this Agreement one year prior to the expiration of the then current Term (the “Renewal Condition”), then, upon mutual agreement of the Parties, the Term may be extended for 2 5-year renewals terms (each a “Renewal Term”) on substantially equivalent terms applicable to the Initial Term. Subject to Operator’s satisfaction of the Renewal Condition and the mutual agreement of the Parties to extend the Term, MTC and Operator shall engage in good faith negotiations on a mutually acceptable agreement for each Renewal Term commencing one year prior to the expiration of the then current Term with the goal of the Parties entering into an agreement for the respective Renewal Terms prior to the commencement of each Renewal Term. Until such agreement is entered into for the initial Renewal Term, this Agreement shall govern the relationship between the Parties, and until such agreement is entered into for the second Renewal Term, the agreement for the initial Renewal Term shall govern the relationship between the Parties.