Agmt15 Bay Area Bike Share Agreement

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203215669.16 9 Operator’s license with the vendor thereof to MTC (or such designee) or by MTC (or such designee) entering a license agreement for Backend Software and Computer Hardware with such vendor; or 5.6.3 subject to satisfaction of the Equipment Assignment Conditions, take over operation of the System, and in connection therewith require Operator to assign to MTC the Equipment, in which event Operator shall reasonably cooperate with MTC to obtain the legal right to use the Backend Software and Computer Hardware either through an assignment of Operator’s license with the vendor thereof to MTC or by MTC entering a license agreement for Backend Software and Computer Hardware with such vendor. ARTICLE VI DISPUTE RESOLUTION 6.1 In the event of a dispute between the Parties, such dispute shall be addressed and resolved in accordance with the following (the “Dispute Resolution Process”): 6.1.1 The MTC Project Manager assigned to the System and Operator’s General Manager of the System, or their respective delegates, shall meet, within 10 days after receipt by one Party of notification from the other Party of such dispute, to negotiate in good faith in order to try to resolve such dispute (the date of the first such meeting, or the expiration of such 10-day period if the meeting is not timely held, being the “Initial Meeting Date”). If such persons fail to resolve such dispute within 15 days after the Initial Meeting Date, then the Executive Director of MTC and the President of Bikeshare Holdings shall meet promptly and negotiate in good faith in order to resolve such dispute. If such persons fail to resolve such dispute within 30 business days after the Initial Meeting Date, then such dispute shall be subject to mediation. A meeting may be held in person, by conference call or by video conference. By agreement of the Parties, any of the deadlines set forth in this section may be extended or shortened. The process described in this section shall be confidential and treated as a compromise negotiation for purposes of federal and state rules of evidence. 6.1.2 Unless the Parties otherwise agree, mediation shall be administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Rules, or similar service. A request for mediation shall be made in writing, delivered to the other Party and filed with the applicable mediation service. Either Party may submit such request. The Parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in San Francisco. The Parties shall be represented by individuals of their choosing. Agreements reached in mediation shall be binding on the Parties and enforceable in a State or Federal Court of competent jurisdiction sitting in San Francisco County. The mediation process shall be confidential and treated as a compromise negotiation for purposes of federal and state rules of evidence. 6.1.3 The Parties shall comply with any settlement agreement regarding any dispute that is the subject of a settlement agreement.