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<br />203193300.19 -6- <br /> <br />1.50 “Dispute Resolution Process” has the meaning given such term in Section 23.1. <br />1.51 “Docks” shall mean the locking mechanisms contained on a Station that are designed to <br />receive a Bicycle for locked storage. <br />1.52 “Electing City” shall mean a Peninsula Pilot City or other Eligible City that elects, in <br />accordance with Section 3.2, to participate in the Program. <br />1.53 “Effective Date” has the meaning given such term in the Preamble. <br />1.54 “Eligible City” shall mean any city located in the MTC Area. <br />1.55 “Equipment” shall include Stations, Kiosks, Docks and Bicycles, either individually or in <br />any combination thereof. <br />1.56 “Escrow Agreement” means an escrow agreement to be executed among the vendor of the <br />Software, Operator, and a nationally reputable company that provides escrow deposit services with <br />respect to software and technology, as escrow agent, for the deposit, storage and release of the <br />proprietary source code of Vendor for all of Vendor’s software made available to Operator to operate the <br />Equipment, which agreement shall be in form acceptable to the parties thereto and in form reasonably <br />acceptable to MTC. <br />1.57 “Event of Force Majeure” shall mean a delay, suspension or interruption due to strike; war <br />or act of war (whether an actual declaration of war is made or not); terrorism; insurrection; riot; <br />injunction; fire, flood or similar act of providence; or other similar causes or events to the extent that such <br />causes or events are beyond the control of the Party claiming an Event of Force Majeure, provided in each <br />case that such Party has taken and continues to take all reasonable actions to avoid or mitigate such delay, <br />suspension or interruption and provided that such Party notifies the other Party to this Agreement in <br />writing of the occurrence of such delay, suspension or interruption within 5 business days, or if not <br />reasonably practicable, as soon thereafter as reasonably practicable, of the date upon which the Party <br />claiming an Event of Force Majeure learns or should have learned of its occurrence. A delay in a decision <br />by a government entity, the approval of which is a condition to an occurrence, shall not constitute an <br />“Event of Force Majeure” unless such delay is beyond the normal period in which such entity generally <br />acts with respect to the type of decision being sought and only if the Party claiming Event of Force <br />Majeure has taken and continues to take all reasonable steps to pursue such decision. The financial <br />incapacity of Operator shall not constitute an Event of Force Majeure. <br />1.58 “Executive Director” shall mean the Executive Director of MTC, or any successor in <br />function to the Executive Director. <br />1.59 “Firearms Advertising” shall mean Advertising or Sponsorship, the purpose or effect of <br />which is (i) to identify a brand of firearms or ammunition, a trademark of a firearm or ammunition or a <br />manufacturer of firearms or ammunition, or a trade name associated exclusively with a firearms or <br />ammunition, or (ii) to promote the use or sale of firearms or ammunition. <br />1.60 “Functional Specifications” shall mean the specifications set forth in Appendix D, subject <br />to Section 6.7.