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<br />203215669.16 13 <br />7.12.2 City of Mountain View <br />7.12.3 City of Palo Alto <br />7.12.4 City of Redwood City <br />7.12.5 City of San Francisco <br />7.12.6 City of San Jose <br />ARTICLE VIII <br />INDEMNIFICATION AND LIMITATION OF LIABILITY <br />8.1 Indemnification. Operator shall defend, indemnify and save harmless MTC, the <br />Pilot Cities, and their respective commissioners, officers, agencies, departments, agents, and <br />employees (collectively, “Indemnified Parties”) from and against any and all claims, demands, <br />causes of action, proceedings or lawsuits brought by third-parties (“Claims”), and all losses, <br />damages, liabilities, penalties, fines, forfeitures, costs and expenses arising from or incidental to <br />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 System and the provision of <br />services, including the condition of the Bicycles or other Equipment, whether such operation or <br />services is performed or provided by Operator or by Operator’s subcontractors or any other <br />person acting for or on behalf of Operator. <br />8.2 Exclusions. Notwithstanding the foregoing, the following shall be excluded from <br />Operator’s indemnification and defense obligations contained in the preceding sentence: any <br />Liabilities to the extent resulting from, or arising out of, (i) the gross negligence or willful <br />misconduct of any Indemnified Party, (ii) Operator complying with the written directives or <br />written requirements of a Pilot City, if the Operator has previously objected to such written <br />directives or requirements in writing, with respect to (A) the location or configuration of any <br />Station in relation to the street or sidewalk on which such Station is located or to which it adjoins <br />or (B) a Pilot City’s Street Treatment Requirements, or (iii) the condition of any public property <br />outside of the perimeter of a Station and not otherwise controlled by Operator. The exclusion in <br />clause (iii) does not include the condition of the Bicycles or other Equipment. In addition, if any <br />Claim against Operator includes claims that are covered by clause (iii) of the preceding sentence <br />or claims contesting a Pilot City’s authority to issue a permit for a Station, then each Party shall <br />be responsible for its own defense against such claims. <br />8.3 Notice. Upon receipt by any Indemnified Party of actual notice a Claim to which <br />such Indemnified Party is entitled to indemnification in accordance with Section 8.1, such <br />Indemnified Party shall give prompt notice of such Claim to Operator. Operator shall assume <br />and prosecute the defense of such Claim at the sole cost and expense of Operator. Operator may <br />settle any such Claim in its discretion so long as such settlement includes an unconditional <br />release of the Indemnified Party.