Laserfiche WebLink
<br />203193300.19 -25- <br /> <br />naming rights related to the Program and (b) Sponsorship or Advertising placements on <br />Bicycles, Stations, Equipment, website, mobile applications or other physical or web- <br />based materials, net of sales taxes or other taxes imposed by law that Operator is <br />obligated to collect and net of credit card fees and other billing related charges. <br />8.1.5 “Sponsorship Revenue Hurdle” shall mean $7,000,000 per calendar year, subject to <br />CPI Adjustment. The Sponsorship Revenue Hurdle shall be prorated for any Contract <br />Year that is not 365 days. <br />8.2 Within 120 days following the end of each Contract Year during the Term, Operator shall: <br />8.2.1 Deliver to the MTC a schedule, certified by a senior officer of Operator, setting forth <br />the Ridership Revenue and the Sponsorship Revenue for such Contract Year; and <br />8.2.2 Pay to MTC an amount equal to 5% of the excess of Ridership Revenue for such <br />Contract Year over the Ridership Revenue Hurdle for such Contract Year, subject to <br />Section 8.2.4. <br />8.2.3 Pay to MTC an amount equal to 5% of the excess of Sponsorship Revenue for such <br />Contract Year over the Sponsorship Revenue Hurdle for such Contract Year, including <br />all Sponsorship Revenue for the period between the Effective Date and Contract Year <br />1, provided that Operator may defer payment of any amount owed for Sponsorship <br />Revenue for Contract Years 1 through 5 during the Term until Contract Years 6 <br />through 10 during the Term, subject to Section 8.2.4. Operator shall pay any amounts <br />so deferred in equal monthly instalments during Contract Years 6 through 10 during <br />the Term. If the Term is reduced pursuant to Section 2.3, then Operator shall pay the <br />amounts so deferred within 120 days following the expiration of this Agreement. <br />8.2.4 Notwithstanding anything to the contrary herein, if Participating City Delay results in <br />an insufficient number of Site approvals for Operator to accommodate 500 Stations <br />(being the minimum number of Stations identified in Section 3.4) by the Scheduled <br />Phase V Completion Date plus 90 days (the “Scheduled Phase V Plus 90 Days Date”), <br />then in lieu of MTC’s share of Ridership Revenue and Sponsorship Revenue being <br />determined in accordance with the 5% amount set forth in Sections 8.2.2 and 8.2.3, <br />such percentage shall be reduced to the product of 5% and a fraction whose numerator <br />is the number of Stations for which a Site approval has been issued by such date and <br />whose denominator is 500, and such reduced amount shall apply retroactively and <br />prospectively until Site approvals for an aggregate of 500 Stations have been issued. <br />Any amounts theretofore paid by Operator to MTC under this Section 8.2 in excess of <br />such amount due to MTC shall be credited against amounts thereafter payable to MTC <br />under this Section 8.2. Notwithstanding the foregoing, if at any time during the period <br />commencing on the Scheduled Phase V Plus 90 Days Date and ending on the date on <br />which Site approvals for an aggregate of 500 Stations have been issued (such period <br />being the “Revenue Sharing Credit Period”) the Ridership Revenue or the Sponsorship <br />Revenue is less than the Ridership Revenue Hurdle or the Sponsorship Revenue <br />Hurdle, respectively, then Operator shall be entitled to a credit against amounts <br />thereafter payable to MTC under this Section 8.2 equal to the sum of (a) the product of <br />(i) the amount by which the Ridership Revenue Hurdle for such period exceeds the