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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 34 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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