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110. Grantee will have first right of refusal to restore said Project mural. If Grantee Is unwilling to
<br />perform or unable to be contacted within a reasonable time, the City has the right to request the
<br />services needed from a different artist.
<br />.11. The City holds all rights to murals on city property, and as such the Project mural may be
<br />removed at the sole discretion of the City or as otherwise agreed upon with Grantee,
<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 />. Limitation of Liability.
<br />5A. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
<br />CONSEQUENTIAL_ DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH O
<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 directors, officers, employees, agents, successors and
<br />assigns.
<br />. Indemnificatlon.
<br />.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 by
<br />third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of
<br />the Grantee, and Grantee's employees, subcontractors or other persons, agencies or firms for
<br />whom Grantee is legally responsible in connection with the execution of the work covered by this
<br />Agreement. Grantee shall have no duty to indemnify or hold harmless the City if claims, damages,
<br />liability, costs, expenses (including without limitation, attorney's fees) arise from the sale
<br />negligence or sole willful misconduct of the City subsequent to declaration by the Grantee.
<br />Grantee's obligations shall survive the termination of this Agreement.
<br />5.2, Grantee agrees to hereby fully release and forever discharge the City from any and all claims,
<br />demands, damages, losses, and liabilities (hereinafter collectively roforred 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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