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with the negligence or willful misconduct of its officers, officials, employees, or <br /> agents in connection with the creation, painting, performance or installation of the <br /> Artwork hereunder. <br /> 8.3. Artist further agrees that City may in good faith and on reasonable terms settle any <br /> such claims and that City's right to indemnification shall extend to any such <br /> settlement, provided City has given notice of such claim and its intent to settle. <br /> City's right to indemnification is in addition to, and may be exercised independently <br /> of, any remedy held by City under this Agreement, at law or in equity. The indemnity <br /> provision set forth in this Agreement shall survive the termination or expiration of <br /> this Agreement indefinitely. <br /> 9. General Provisions. <br /> 9.1. Artist shall acquire prior written permission from City for any use of the City name <br /> or logo in association with its Artwork. <br /> 9.2. If any parts of this Agreement are held to be invalid or unenforceable,the remaining <br /> parts of the Agreement shall continue to be valid and enforceable. <br /> 9.3. Artist shall comply with all governmental requirements that may now or in the future <br /> become applicable to its Services under this Agreement. <br /> 9.4. This Agreement, including Exhibit A, Scope of Work, and any amendments or <br /> schedules hereto, contain the full understanding and agreement of the Parties with <br /> respect to its subject matter, and no waiver, alteration or modification of any of the <br /> provisions to this Agreement shall be binding unless in writing and signed by an <br /> authorized officer of both Parties. <br /> 9.5. No waiver by either Party or any breach, default, or series of breaches or defaults, <br /> and no failure, refusal, or neglect of either Party to exercise any right, power, or <br /> option given to it under this Agreement or to insist upon strict compliance with the <br /> terms of this Agreement shall constitute a waiver of these provisions with respect <br /> to any subsequent breach or waiver by either Party or its right at any time thereafter <br /> to require exact and strict compliance with provisions of this Agreement. <br /> 9.6. Any notice or other communication required or permitted to be made or given by <br /> either Party pursuant to this Agreement will be in writing and will be deemed to have <br /> been duly given: (i) five (5) business days after the date of mailing if sent by <br /> registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) <br /> when transmitted if sent by facsimile, provided a confirmation of transmission is <br /> produced by the sending machine, or(iii)when delivered if delivered personally or <br /> sent by express courier service. All notices to City shall include a reference to the <br /> Artwork title. <br /> All notices will be sent to the other Party at its address as set forth below or at <br /> such other address as such Party will have specified in a notice given in <br />