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<br />203193300.19 -34- <br /> <br />15.7 The obligation to perform and the liability of Operator pursuant to this Agreement shall not <br />be limited in nature or amount by the acceptance of the Security Fund required by this Section 15. <br /> <br /> <br />INDEMNITY <br />16.1 Indemnification. Operator shall defend, indemnify and save harmless MTC, the <br />Participating Cities, and their respective commissioners, officers, agencies, departments, agents, and <br />employees (each, an “Indemnified Party”; and collectively, “Indemnified Parties”) from and against any <br />and all claims, demands, causes of action, proceedings or lawsuits brought by third-parties (“Claims”), <br />and all losses, damages, liabilities, penalties, fines, forfeitures, costs and expenses arising from or <br />incidental to any Claims (including attorneys’ fees and other costs of defense) (collectively, with Claims, <br />“Liabilities”), resulting from, or arising out of, the operation of the Program and the provision of Services, <br />whether such operation or Services is performed or provided by Operator or by Operator’s subcontractors <br />or any other person acting for or on behalf of Operator. <br />16.2 Notwithstanding the foregoing, the following shall be excluded from Operator’s <br />indemnification and defense obligations contained in the preceding sentence: any Liabilities to the extent <br />resulting from, or arising out of, (i) the gross negligence or willful misconduct of any Indemnified Party, <br />(ii) Operator complying with the written directives or written requirements of a Participating City, if the <br />Operator has previously objected to such written directives or requirements in writing, with respect to (A) <br />the location or configuration of any Station in relation to the street or sidewalk on which such Station is <br />located or to which it adjoins or (B) a Participating City’s Street Treatment Requirements, or (iii) the <br />condition of any public property outside of the perimeter of a Station and not otherwise controlled by <br />Operator (and expressly excluding from this clause (iii) the condition of the Bicycles or other Equipment). <br />If any Claim against Operator includes claims that are covered by clause (iii) of the preceding sentence or <br />claims contesting a Participating City’s authority to issue a permit for a Station, then each Party shall be <br />responsible for its own defense against such claims. <br />16.3 Upon receipt by any Indemnified Party of actual notice a Claim to which such Indemnified <br />Party is entitled to indemnification in accordance with Sections 16.1 and 16.2, such Indemnified Party <br />shall give prompt notice of such Claim to Operator. Operator shall assume and prosecute the defense of <br />such Claim at the sole cost and expense of Operator. Operator may settle any such Claim in its discretion <br />so long as such settlement includes an unconditional release of the Indemnified Party. <br /> <br /> <br />INSURANCE <br />17.1 Minimum Coverages. The insurance requirements specified in this section shall cover <br />Operator’s own liability and the liability arising out of work or services performed under this Agreement <br />by any subconsultants, subcontractors, suppliers, temporary workers, independent contractors, leased <br />employees, or any other persons, firms or corporations that Operator authorizes to work under this <br />Agreement (hereinafter referred to as “Agents”). Operator shall, at its own expense, obtain and maintain <br />in effect at all times during the life of this Agreement the following types of insurance against claims, <br />damages and losses due to injuries to persons or damage to property or other losses that may arise in <br />connection with the performance of work under this Agreement.