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6.1.1-1. - Page 17 <br />misconduct or any negligent act or omission of the Artist, any subcontractor, <br />anyone directly or indirectly employed by any of them or anyone for whose acts <br />any of them may be liable, except where caused by the sole negligence or willful <br />misconduct of City. <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense City incurs or makes to or on behalf of an injured employee under the <br />City's self-administered workers' compensation is included as a loss, expense or <br />cost for the purposes of this section. <br />The parties expressly agree that this section shall survive the expiration or early <br />termination of the Agreement. <br />B. INDEMNIFICATION FOR INFRINGEMENT. Without limiting the generality of the <br />forgoing, Artist also agrees to protect, defend, indemnify and hold City, its <br />officers, agents and employees harmless from any action, claim, suit or liability, <br />including reasonable attorney's fees, based on a claim that the Artwork, the <br />Repair Document, any work performed under this Agreement by Artist, or Artist's <br />agents or Artist's subcontractors constitutes an infringement of any patent, <br />copyright, trademark, trade name or other proprietary right of any party. This <br />section shall survive expiration or sooner termination under this Agreement. <br />C. INDEMNIFICATION BY CONSULTANT. Consultant will defend, indemnify and <br />hold harmless City and its officers, agents, employees and volunteers from and <br />against all claims, damages, losses and expenses including attorney fees arising <br />out of its performance of this Agreement, caused in whole or in part by the willful <br />misconduct or any negligent act or omission of the Consultant, any subcontractor, <br />anyone directly or indirectly employed by any of them or anyone for whose acts <br />any of them may be liable, except where caused by the sole negligence or willful <br />misconduct of City. <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or <br />expense City incurs or makes to or on behalf of an injured employee under the <br />City's self-administered workers' compensation is included as a loss, expense or <br />cost for the purposes of this section. <br />The parties expressly agree that this section shall survive the expiration or early <br />termination of the Agreement. <br />11. INSURANCE. Consultant shall obtain and maintain for the duration of the <br />Agreement and any and all amendments, insurance against claims for injuries to persons or <br />damage to property which may arise out of or in connection with performance of the Services by <br />Consultant or Consultant's agents, representatives, employees or subcontractors. Consultant <br />shall obtain and maintain for the duration of the Agreement and any and all amendments, <br />insurance against claims for injuries to persons or damage to property which may arise out of or <br />in connection with performance of the Services by Consultant or Consultant's agents, <br />representatives, employees or subcontractors. The insurance carrier is required to maintain an <br />A.M. Best rating of not less than "A-: VII". <br />REV: 11-21-161S <br />Page 4 of 15 <br />ATTY/AGR.2016.323/Purchase Agreement for Artwork - Kabakov - Fung <br />