SANTA ANA UNIFIED SCHOOL DISTRICT (SAUSD)

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E. Payment The City agrees to pay, and SAUSD agrees to accept as total payment for all paint and paint supplies necessary for the Project, a total sum not to exceed two - hundred dollars ($200.00) for each School participating in the project. Pursuant to Exhibit A, there are six Schools participating in the project, which equates to a total payment of $1,200.00 to SAUSD. The City will send payment to SAUSD after an Agreement and Release from Liability forms, as attached hereto as Exhibit B and incorporated herein by reference, has been fully executed by a representative for SAUSD and a representative for each participating School. 2. Completion of the artwork by each School will serve to verify that payment was used for the purpose of the project. Receipts will not be required. However, if a School is unable to complete the artwork for the assigned utility box by the completion date, then funds allocated for the School shall be returned to the City within a reasonable time. F. Indemnity and Release of Liability 1. SAUSD shall defend, indemnify, protect and hold harmless the City, or its elected and appointed officers, employees, members or agents from and against all claims for damages, liability, cost and expense (including, without limitation, attorney's fees) arising out of or alleged by third parties as a result of the negligent acts, errors or omissions or the willful misconduct of any School, or School's employees, subcontractors or other persons, agencies or firms for whom SAUSD is legally responsible in connection with the execution of the work covered by this agreement. SAUSD shall have no duty to indemnify or hold harmless the City if claims, damages, liability, costs, expenses (including, without limitation, attorney's fees) arise from the sole negligence or sole willful misconduct of the City subsequent declaration by the School. The SAUSD's obligations shall survive the termination of this Agreement. 2. SAUSD 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 or installation of the artwork. 3. To protect the City, a representative from SAUSD and a representative from each participating School shall execute a Release of Liability form before participating in the Utility Box Art Pilot Project. A true and correct copy of the Release of Liability form is attached hereto as Exhibit B and incorporated herein by this reference. All terms and requirements of the Release of Liability shall be enforceable in addition to all terms and requirements of this Agreement.