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declaration by the Grantee. Grantee's obligations shall survive the termination of this <br />Agreement. <br />7.2. 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 />7.3. 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 />8. General Provisions. <br />8.1. Grantee shall acquire prior written permission from City for any use of the City name or logo <br />in association with its Project. <br />8.2. 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 />8.3. 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 />8.4. Grantee shall comply with all governmental requirements which may now or in the future <br />become applicable to its activities under this Agreement. <br />8.5. 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 />8.6. 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 />either party or its right at any time thereafter to require exact and strict compliance with <br />provisions of this Agreement. <br />8.7. Any notice or other communication required or permitted to be made or given by either <br />party pursuant to this Agreement will be in writing and will be deemed to have been duly given: <br />(i) five business days after the date of mailing if sent by registered or certified U.S. mail, postage <br />prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a <br />confirmation of transmission is produced by the sending machine; or (iii) when delivered if <br />delivered personally or sent by express courier service. All notices to City shall include a <br />reference to the Project title. <br />0 <br />