Common use of Indemnity Provisions Clause in Contracts

Indemnity Provisions. A. Artist shall, at its sole cost and expense, indemnify and hold City harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “Claims”) directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist or Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s subcontractors or suppliers of any tier, or if any officers, agents, Artists, employees or representatives of Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “Acts and Omissions”). B. Artist shall, at its sole cost and expense, defend from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Artist’s duty to defend shall arise only upon City’s tender of defense to Artist in writing. Upon receipt of City’s tender of defense, if Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Artist shall pay and be liable for the reasonable costs, expenses and attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Artist to indemnify or defend City from City’s fault, which shall be apportioned as required by Utah law. E. The parties intend that the indemnity and defense provisions in this Section 6 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Artist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Artist, indemnify and defend City, and City’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Artist from making a claim against its subcontractors at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Artist and its subcontractors. G. The Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Artist, a sub-provider or subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Artist and persons employed or utilized by the Artist in the performance of the Agreement.

Indemnity Provisions. A. Artist shall, at its sole cost and expense, indemnify and hold City harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “Claims”) directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist or Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s subcontractors or suppliers of any tier, or if any officers, agents, Artists, employees or representatives of Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “Acts and Omissions”). B. Artist shall, at its sole cost and expense, defend City from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Artist’s duty to defend shall arise only upon City’s tender of defense to Artist in writing. Upon receipt of City’s tender of defense, if Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Artist shall pay and be liable for the reasonable costs, expenses and attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Artist to indemnify or defend City from City’s faultgross negligence or willful misconduct, which shall may be apportioned as required by Utah law. E. The parties intend that the indemnity and defense provisions in this Section 6 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Artist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Artist, indemnify and defend City, and City’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Artist from making a claim against its subcontractors at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Artist and its subcontractors. G. The Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Artist, a sub-provider or subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Artist and persons employed or utilized by the Artist in the performance of the Agreement. J. The provisions of this Section 6 shall survive the earlier termination or expiration of this Agreement for one year of the completion of the work and shall apply to all Claims regardless of whether they arise before or within one year after completion of the work under the Agreement.

Indemnity Provisions. A. Artist shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “Claims”) directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist or Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s subcontractors or suppliers of any tier, or if any officers, agents, Artists, employees or representatives of Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “Acts and Omissions”). B. Artist shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Artist’s duty to defend shall arise only upon City’s tender of defense to Artist in writing. Upon receipt of City’s tender of defense, if Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Artist shall pay and be liable for the reasonable costs, expenses and attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Artist to indemnify or defend City from City’s fault, which shall be apportioned as required by Utah law. E. The parties intend that the indemnity and defense provisions in this Section 6 7 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Artist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Artist, indemnify and defend City, and City’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Artist from making a claim against its subcontractors at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Artist and its subcontractors. G. The Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Artist, a sub-provider or subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Artist and persons employed or utilized by the Artist in the performance of the Agreement. J. The provisions of this Section 7 shall survive the termination of this Agreement and the completion of the work and shall apply to all Claims regardless of whether they arise before or after completion of the work under the Agreement.

Indemnity Provisions. A. Artist Company shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “"Claims”") directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s Company's work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist Company or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist Company or Artist’s Company's officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s Company's subcontractors or suppliers of any tier, or if any officers, agents, Artistsconsultants, employees or representatives of Artist Company or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist Company or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “"Acts and Omissions”"). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the Company, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Artist Company shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that ArtistCompany, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, ArtistCompany, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. ArtistCompany’s duty to defend shall arise only upon City’s 's tender of defense to Artist Company in writing. Upon receipt of City’s 's tender of defense, if Artist Company does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Artist Company shall pay and be liable for the reasonable costs, expenses and attorney attorneys' fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Artist Company to indemnify indemnify, hold harmless, or defend City from City’s 's fault, which shall be apportioned as required by Utah lawbetween the parties based on the proportionate share of fault of each party. E. The parties intend that the indemnity and defense provisions in this Section 6 Article 5 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. ArtistCompany’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with ArtistCompany, indemnify and defend City, and City’s 's officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Artist Company is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Artist Company from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Artist Company and its subcontractors. G. The Artist Company hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the ArtistCompany, a sub-provider subconsultant or subcontractor under workers’ ' compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Artist Company shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, attorney reasonable attorney’s fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Artist Company and persons employed or utilized by the Artist Company in the performance of the Agreement.

Indemnity Provisions. A. Artist shall, at its sole cost and expense, indemnify and hold City harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “Claims”) directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist or Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s subcontractors or suppliers of any tier, or if any officers, agents, Artists, employees or representatives of Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “Acts and Omissions”). B. Artist shall, at its sole cost and expense, defend City from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Artist’s duty to defend shall arise only upon City’s tender of defense to Artist in writing. Upon receipt of City’s tender of defense, if Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Artist shall pay and be liable for the reasonable costs, expenses and attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Artist to indemnify or defend City from City’s faultgross negligence or willful misconduct, which shall may be apportioned as required by Utah law. E. The parties intend that the indemnity and defense provisions in this Section 6 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Artist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Artist, indemnify and defend City, and City’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Artist from making a claim against its subcontractors at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Artist and its subcontractors. G. The Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. G. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Artist, a sub-provider or subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefit acts. I. H. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Artist and persons employed or utilized by the Artist in the performance of the Agreement. I. The provisions of this Section 6 shall survive the earlier termination or expiration of this Agreement for one year of the completion of the work and shall apply to all Claims regardless of whether they arise before or within one year after completion of the work under the Agreement.

Indemnity Provisions. A. Artist shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “Claims”) directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist or Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s subcontractors or suppliers of any tier, or if any officers, agents, Artists, employees or representatives of Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “Acts and Omissions”). B. Artist shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Artist’s duty to defend shall arise only upon City’s tender of defense to Artist in writing. Upon receipt of City’s tender of defense, if Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Artist shall pay and be liable for the reasonable costs, expenses and attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Artist to indemnify or defend City from City’s fault, which shall be apportioned as required by Utah law. E. The parties intend that the indemnity and defense provisions in this Section 6 8 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Artist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Artist, indemnify and defend City, and City’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Artist from making a claim against its subcontractors at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Artist and its subcontractors. G. The Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Artist, a sub-provider or subcontractor under workers’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Artist and persons employed or utilized by the Artist in the performance of the Agreement. J. The provisions of this Section 7 shall survive the termination of this Agreement and the completion of the work and shall apply to all Claims regardless of whether they arise before or after completion of the work under the Agreement.