REGENTS UNIVERSITY OF CALIFORNIA, THE

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South Main Street Art -Program -- Interactive Bus Shelter Agreement— UCI School of Education compensation for all services performed by Artist prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Artist to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Artist consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 5. Limitation of Liability. 5.1. IN NO EVENT SHALL CITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES FOR ANY NEGLIGENCE, BREACH OF CONTRACT OR ANY OTHER ACT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES COVERED HEREUNDER. 5.2. Section 5 and Section 6 do not limit Artist's rights, including its ability to seek recovery, against anyone other than City, its directors, officers, employees, agents, successors and assigns. 6. Indemnification. 6.1. Artist shall defend, indemnify, and hold City, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fee), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Artist, its officers, employees or agents. 6.2. Artist agrees to hereby fully release and forever discharge the City from any and all claims, demands, damages, losses, and liabilities (hereinafter collectively referred to as "claims"), which are or may be related to or in any way connected with the negligence or willful misconduct of its officers, officials, employees, or agents in connection with the creation, painting, performance or installation of the Project hereunder. 6.3. Artist further agrees that City may in good faith and on reasonable terms settle any such claims and that City's right to indemnification shall extend to any such settlement, provided City has given notice of such claim and its intent to settle. City's right to indemnification is in addition to, and may be exercised independently of, any remedy held by City under this Agreement, at law or in equity. The indemnity provision set forth in this Agreement shall survive the termination or expiration of this Agreement indefinitely. 7. Insurance Artist shall procure and maintain for the duration of the contract insurance or self-insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Artist, his agents, representatives, and employees. Artist shall require its subcontractors to obtain and maintain insurance as described below.