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7. INDEMNIFICATION. Except as otherwise provided in this section 7,
<br /> Company hereby agrees to defend and indemnify and hold harmless the City from any and all
<br /> Claims arising out of, in connection with, or incident to,to the maximum extent allowed by
<br /> law,this Agreement or any negligent or intentional acts, errors, omissions, or conduct by
<br /> Company(or its employees, agents,representatives or subcontractors/subconsultants)relating
<br /> to this Agreement,whether such Claims sound in contract,tort, or any other legal theory.
<br /> Company is obligated to defend and indemnify the City pursuant to this section 7 whether a
<br /> Claim is asserted directly against the City, or whether it is asserted indirectly against the City,
<br /> e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from
<br /> the City. Company's duty to defend and indemnify pursuant to this section 7 is not in any
<br /> way limited to, or by the extent of, insurance obtained by, obtainable by, or required of
<br /> Company.
<br /> Company's obligations under this section 7 shall not apply to Claims caused by the
<br /> sole negligence or willful misconduct of the City. Solely and expressly for the purpose of its
<br /> duties to indemnify and defend the City, Company specifically waives any immunity it may
<br /> have under the State Industrial Insurance Law, Title 51 RCW. Company recognizes that this
<br /> waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br /> provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this
<br /> section 7: (1)"City"includes the City,the City's officers, employees, agents, and
<br /> representatives and(2) "Claims"include,but is not limited to, any and all losses,penalties,
<br /> fines, claims, demands, expenses (including,but not limited to, attorney's fees and litigation
<br /> expenses), suits,judgments, or damages, irrespective of the type of relief sought or demanded,
<br /> such as money or injunctive relief, and irrespective of whether the damage alleged is bodily
<br /> injury, damage to property, economic loss, general damages, special damages, or punitive
<br /> damages. If, and to the extent, Company employs or engages subconsultants or
<br /> subcontractors, then Company shall ensure that each such subconsultant and subcontractor
<br /> (and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend
<br /> and indemnify the City to the extent and on the same terms and conditions as Company
<br /> pursuant to this section 7. This section 7 survives termination or expiration of this
<br /> Agreement.
<br /> 8. MODIFICATION AND TERMINATION.
<br /> A. Modification. Any change, addition or other modification to this
<br /> Agreement shall not be valid or binding upon any party unless such change, addition or
<br /> modification is in writing and executed by the Mayor for the City and by an authorized
<br /> representative of Company.
<br /> B. Termination. The City or Company has the option to terminate this
<br /> Agreement at its sole discretion. In order to exercise this termination option, the City or
<br /> Company shall deliver written notice of termination to the other party. This Agreement then
<br /> terminates on the date that is 10 days after the date of delivery of the termination notice.
<br /> Bird Scooter Share Page 8 of 12
<br /> 2022-23
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