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Indemniﬁed Party”) from and against every claim, demand, suit or proceeding brought by a third party (an “Artist Claim”) but only to the extent arising out of Client’s acts or omissions related to the Project. Client’s indemniﬁcation obligations under this Section 10.3 shall not extend to any Claim arising in whole or in part from any Artist Indemniﬁed Party’s negligence or willful misconduct. Client will indemnify and hold harmless each Artist Indemniﬁed Party from all liabilities, losses, damages, judgments, awards, ﬁnes, penalties, costs and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or awarded against each Artist Indemniﬁed Party as a result of such an Artist Claim. 10. NOTICES. 10.1 All notices under this Agreement shall be in writing and delivered to one of the other party’s primary points of contact as designed in writing at the time of execution of this Agreement. Artist must send a copy of its notices to City of Pleasanton, 4501 First Street, Pleasanton California 94566 and Client must send a copy of its notices to: Mountain Forge, 10950 Industrial Way Suite 1A, Truckee, California 96161. 11. MISCELLANEOUS. 11.1 The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or ﬁduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. Artist is not entitled to worker’s compensation beneﬁts and is obligated to directly pay federal and state income tax on fees earned under this Agreement. This Agreement constitutes the complete and ﬁnal understanding and agreement of the parties with respect to the subject matter hereof and supersedes any other prior or contemporaneous oral understanding or agreement or any other prior written agreement. No modiﬁcation of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties hereto. This Agreement will be governed and construed in accordance with the laws of the State of California, without regard to conﬂicts of law principles. In any legal proceeding related to this Agreement, the prevailing party in such proceeding shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in connection therewith. If any provision of this Agreement is found invalid or unenforceable, in whole or in part, the remaining provisions and partially enforceable provisions will, nevertheless, be binding and enforceable. Failure by either party to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. The provisions hereof shall inure to the beneﬁt of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 12. FORCE MAJEURE EVENTS. 12.1 The Parties shall be excused from any failure to perform any obligation hereunder to the extent such failure is caused by a Force Majeure Event. A Force Majeure Event shall operate to excuse a failure to perform an obligation hereunder only for the period of time during which the Force Majeure Event renders performance impossible or infeasible and only if the Party asserting Force Majeure as an excuse for its failure to perform has provided written notice to the other Party specifying the obligation to be excused and describing the events or conditions constituting ARTWORK COMMISSIONING AGREEMENT page 6 Docusign Envelope ID: 1E0CB645-5270-47AA-87EB-8D8E57759177Docusign Envelope ID: 04C40C7C-1D5C-40F8-AB54-E2C7D9B79ACC