Agmt15 Bay Area Bike Share Agreement

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203193300.19 -33- such Property Damage Breach or the costs incurred by initiating the Dispute Resolution Contest, provided that Operator gives MTC notice thereof not later than 30 days after such withdrawal. 15.3.3 If Operator fails to undertake any other non-monetary obligation under this Agreement within the period required under this Agreement and in response thereto MTC or a Participating City exercises self-help to perform such obligation pursuant to a provision of this Agreement that expressly permits self-help or with respect to which self-help is a reasonable response (e.g., a failure of Operator to timely complete a Station De-Installation; or failure of Operator to remove advertising that violates Advertising Restrictions within 24 hours of notice to Operator) (a “Self-Help Situation”), in which event MTC shall be entitled to withdraw from the Security Fund the costs incurred by MTC or the applicable Participating City to undertake such self-help, provided such costs are reasonable. Notwithstanding MTC’s withdrawal from the Security Fund for a Self-Help Situation, Operator shall have the right to contest such Self-Help Situation or the costs incurred by initiating the Dispute Resolution Contest, provided that Operator gives MTC notice thereof not later than 30 days after such withdrawal. This Section 15.3.3 does not cover a breach of Section 16 or matters covered by Section 15.3.2 or 15.3.4. 15.3.4 Operator commits a Default, in which event MTC shall be entitled to withdraw the actual, direct damages arising from such Default unless prior to the expiration of the applicable cure period set forth in Section 18.1 Operator initiates the Dispute Resolution Process by giving MTC notice stating that it contests the occurrence of such Defaults. This Section 15.3.4 does not cover matters covered by Section 15.3.1, 15.3.2, 15.3.3 or 15.3.5. 15.3.5 Operator fails to pay any amount of liquidated damages, and interest, if any due to MTC pursuant to Section 2.6.3 within the time periods provided therein. 15.4 Each notice by MTC to Operator under Section 15.3 of a failure, breach or Default, as applicable, shall provide specific and detailed information about Operator’s non-compliance, together with the amount MTC is intending to withdraw and detailed support for such amount, if then known. Each notice from Operator to MTC under Section 15.3 to contest the occurrence of such non-compliance or the amount to be withdrawn, which notice shall commence the Dispute Resolution Process, shall provide specific and detailed information that rebuts or challenges the information contained in the corresponding notice provided by MTC. Within 2 days following any withdrawal from the Security Fund, MTC shall notify Operator of the date and amount of the withdrawal, together with detailed support for the amount of the withdrawal. 15.5 MTC may not seek recourse against the Security Fund for any cost or damages for which MTC has previously been compensated by Operator or from the Security Fund. The withdrawal of the amounts from the Security Fund shall constitute a credit against the amount of the applicable liability of Operator. 15.6 If a withdrawal from the Security Fund is made, Operator shall be required to replenish the Security Fund by the amount withdrawn within 30 days after receipt of notice of such withdrawal. Notwithstanding the foregoing, if Operator is contesting in good faith MTC’s right to withdraw in accordance with the Dispute Resolution Process, then Operator shall not be obligated to replenish on account of such withdrawal until 30 days after such dispute is finally resolved in accordance with the Dispute Resolution Process. Interest on the amount required to be replenished shall accrue at the Applicable Interest Rate in effect from time to time commencing on such 30th date.