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<br />203193300.19 -5- <br /> <br />1.36 “Bikeshare Holdings” shall mean Bikeshare Holdings LLC, a Delaware limited liability <br />company, the sole member of Operator, and its successors. <br />1.37 “Claims” has the meaning given such term in Section 16.1. <br />1.38 “Cluster” shall mean, with respect to any Station, the Stations located within one-third of a <br />mile from such Station, unless fewer than 3 other Stations are located within one-third of a mile from such <br />Station, in which case such Station’s Cluster shall mean the 3 other Stations located closest to such <br />Station. <br />1.39 “Cluster Outage” shall mean an instance when either: <br />1.39.1 There are no empty, Operable Docks available at any of the Stations in a Cluster; <br />1.39.2 There are no Bicycles available for use at any of the Stations in a Cluster. <br />(Bicycles Wrenched in Docks are not considered as available for use.) <br />1.40 “Computer Hardware” electronic component that provides information or controls a <br />mechanical device and that is controlled by local or remote software. <br />1.41 “Contract Year” has the meaning given such term in Section 8.1.1. <br />1.42 “Coordination Agreement” has the meaning given such term in the Recitals. <br />1.43 “CPI” shall mean the Consumer Price Index for the Consolidated Metropolitan Statistical <br />Area covering San Francisco-Oakland-San Jose, as measured by the Consumer Price Index for All Urban <br />Consumers, as published from time to time by the Bureau of Labor Statistics, U.S. Department of Labor. <br />1.44 “CPI Adjustment” shall mean, with respect to a specific cost, that such cost is subject to <br />annual adjustment each January 1 based on changes in the CPI from the Effective Date to the date of <br />adjustment. <br />1.45 “Deactivation” shall mean, at a minimum, shut-down of Kiosk (or display of messaging on <br />Kiosk screen indicating that Station is out of service) removal of all Bicycles present, installation of <br />physical barriers on all Docks that prevent docking of Bicycles, and designation of the Station as “Out of <br />Service” on the Program website, app, and all other real-time data sources. A Deactivation event is not <br />over until the Station has been reactivated. <br />1.46 “Default” has the meaning given such term in Section 18.1. <br />1.47 “De-Installation” shall mean, at a minimum, (i) the temporary or permanent full removal of <br />the Station and its associated Street Treatments, and, (ii) the designation of the Station as “Out of Service” <br />on, or removal of the Station from, the Program website, app, and all other real-time data sources. <br />1.48 “Designated Representative” has the meaning given such term in Section 25.1. <br />1.49 “Discovery” shall mean any Operator employee gaining actual knowledge by personal <br />observation of such employee or by Notification of any defect in the Equipment or Program.