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6. Indemnification <br />6.1. Grantee shall defend, indemnify, protect and hold harmless the City, or 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 />73. 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. <br />7.6. No waiver by either party or any breach, default, or series of breaches or defaults, and no <br />failure, refusal, or neglect of either party to exercise any right, power, or option given to it under <br />this Agreement or to insist upon strict compliance with the terms of this Agreement shall <br />constitute a waiver of these provisions with respect to any subsequent breach or waiver by <br />25A -51 <br />