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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 directors, officers, employees, agents, successors and
<br />assigns.
<br />6. Indemnification.
<br />6.1. Grantee shall defend, indemnify, protect and hold harmless the City, and its elected and
<br />appointed officers, employees, members or agents from and against all claims for damages,
<br />liability, cost and expense (including without limitation attorney's fees) arising out of or alleged
<br />by third parties to be the result of the negligent acts, errors or omissions or the willful
<br />misconduct of the Grantee, and Grantee's employees, subcontractors or other persons,
<br />agencies or firms for whom Grantee is legally responsible in connection with the execution of
<br />the work covered by this Agreement. Grantee shall have no duty to indemnify or hold harmless
<br />the City if claims, damages, liability, costs, expenses (including without limitation, attorney's
<br />fees) arise from the sole negligence or sole willful misconduct of the City subsequent to
<br />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
<br />claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as
<br />"claims"), which are or may be related to or in any way connected with the negligence or willful
<br />misconduct of its officers, officials, employees, or agents in connection with the creation,
<br />painting, performance or installation of the Project hereunder.
<br />6.3. Grantee further agrees that City may in good faith and on reasonable terms settle any such
<br />claims and that City's right to indemnification shall extend to any such settlement, provided City
<br />has given notice of such claim and its intent to settle. City's right to indemnification is in addition
<br />to, and may be exercised independently of, any remedy held by City under this Agreement, at
<br />law or in equity. The indemnity provision set forth in this Agreement shall survive the termination
<br />or expiration of this Agreement indefinitely.
<br />7. General Provisions.
<br />7.1. Grantee shall acquire prior written permission from City for any use of the City name or logo
<br />in association with its Project.
<br />7.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining parts of
<br />the Agreement shall continue to be valid and enforceable.
<br />7.3. This Agreement shall be construed and the rights and obligations of the Parties shall be
<br />determined in accordance with the laws of the State of California, with venue of any action
<br />arising out of this Agreement in Orange County, California.
<br />7.4. Grantee shall comply with all governmental requirements which may now or in the future
<br />become applicable to its activities under this Agreement.
<br />7.5. This Agreement, including Exhibit A, Application, and any amendments or schedules
<br />hereto, contain the full understanding and agreement of the Parties with respect to its subject
<br />matter, and no waiver, alteration or modification of any of the provisions to this Agreement shall
<br />be binding unless in writing and signed by an authorized officer of both Parties.
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