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<br />203193300.19 -16- <br /> <br />Failure Notice shall accrue at the Applicable Interest Rate in effect from time to <br />time commencing on the KPI LD Payment Date. If Operator does timely give a <br />KPI Contest Notice in response to a KPI Failure Notice and the Dispute <br />Resolution Process results in Operator being required to pay liquidated <br />damages, then Operator shall make such payment within 30 days following the <br />date that the liquidated damages dispute is resolved in accordance with the <br />Dispute Resolution Process, and interest on the liquidated damages shall accrue <br />at the Applicable Interest Rate in effect from time to time commencing on such <br />30th date. <br />2.7 [INTENTIONALLY OMITTED] <br />2.8 Ownership of Equipment. Except as provided in Sections 3.2 and 3.3, all Equipment shall <br />at all times be the property of Operator, subject to the lien thereon by any Recognized Lender. <br />2.9 Costs of Program. <br />2.9.1 Except as otherwise provided, each party shall bear its own costs in connection with <br />the Program, if such costs are applicable, including, but not limited to, costs incurred in <br />connection with: negotiating this Agreement and the Coordination Agreement and <br />preparing the Siting Criteria; Site selection; the review required for issuance of Site <br />Permits, Installation Scheduling Permits, Special Traffic Permits and other permits; <br />Equipment installation; exercising enforcement, inspection and audit rights; <br />prosecuting or defending claims arising from the Program, and marketing, to the extent <br />that MTC and/or the Participating Cities choose to undertake marketing. <br />2.9.2 Except as otherwise provided in Section 2.9.3, MTC and the Participating Cities shall <br />not be obligated to pay or bear any of the costs associated with or expenses incurred for <br />the Equipment, Software, or Services. <br />2.9.3 Each Participating City may elect, if additional incremental dedicated capital and <br />operating funds becomes available for the Program, to expand the Program within its <br />borders by adding Stations, Docks and Bicycles, provided that such Participating City <br />shall be responsible for securing funds to pay for the cost of purchasing, installing, <br />maintaining and operating the Equipment required for such expansion as set forth in <br />Appendix A of the Coordination Agreement. <br />2.9.4 Operator shall reimburse a Participating City for any other work performed by such <br />Participating City under this Agreement in furtherance of the Program, provided that <br />prior to performing such work such Participating City shall notify Operator that such <br />work will be performed at the expense of Operator, such Participating City provides an <br />itemized invoice for any such work, and Operator is billed for the actual cost incurred <br />by such Participating City without a markup or premium. Operator shall pay for such <br />work within 30 days following receipt of the itemized invoice therefor. In connection <br />with the installation of a Station, such other work may include, but is not limited to, (i) <br />any necessary changes to signs, parking meters and curb paint, and (ii) installation of <br />any striping, delineators or parking blocks outside the perimeter of a Station if the <br />foregoing items are not installed by Operator.