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Project artwork. If Grantee is unwilling to perform or unable to be contacted within a reasonable
<br />time, the City has the right to request the services needed from a different artist, in the City's sole
<br />discretion.
<br />3.11. Grantee shall execute and deliver to City any instruments that City may reasonably require
<br />to confirm ownership of any artwork.
<br />4. Termination.
<br />4.1. City may immediately terminate this Agreement upon one or more of the following:
<br />4.1.1. Grantee's violation of any federal, state or local law or regulation.
<br />4.1.2. Grantee's breach of any of the terms or conditions of this Agreement, including the
<br />Application and Timeline, or any unapproved deviation from said documents that has not
<br />been cured within 30 days of written notice of such breach.
<br />4.2. In the event the Agreement is terminated under Section 4.1, City reserves the right to require
<br />Grantee to refund any or all grant funds awarded to Grantee under this Agreement, and Grantee
<br />agrees to refund to City any or all grant funds awarded under this Agreement.
<br />5. Limitation of Liability.
<br />5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
<br />CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF
<br />CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT
<br />OR THE ACTIVITIES COVERED HEREUNDER.
<br />5.2. Section 5 and Section 6 do not limit Grantee's rights, including its ability to seek recovery,
<br />against anyone other than City, its City Council, officials, directors, officers, employees, agents,
<br />successors, assigns and volunteers.
<br />6. Indemnification.
<br />6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its City Council,
<br />elected and appointed officials and officers, employees, members, volunteers, or agents from and
<br />against all claims for damages, liability, cost and expense (including without limitation attorney's
<br />fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or
<br />omissions or the willful misconduct of the Grantee, and Grantee's employees, subcontractors or
<br />other persons, agencies or firms for whom Grantee is legally responsible in connection with the
<br />execution of the work covered by this Agreement. Grantee shall have no duty to indemnify or
<br />hold harmless the City if claims, damages, liability, costs, expenses (including without limitation,
<br />attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent
<br />to declaration by the Grantee. Grantee's obligations shall survive the termination of this
<br />Agreement.
<br />6.2. Grantee agrees to hereby fully release and forever discharge the City from any and all claims,
<br />demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which
<br />are or may be related to or in any way connected with the negligence or willful misconduct of its
<br />officers, officials, employees, or agents in connection with the creation, painting, performance or
<br />installation of the Project hereunder.
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