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MB : rg 5 / : 9 / 9 5 ( ü G 1 / '71 ) RÞ.B:rg 6/0ï/95P RAB : ::::-g 6/::: G I~' 5 R ( (j 0 1 / ï 3 ) RAB:rg 8/10/95R F~B:rg 8/15/95R payccnt, without a full investiga~icn by eithe::::- the Division of L2bcr Law Enforcement or by -;:he City. 9. MUTUAL INDEHN!E'!CATION. Supplier shall protect, åefenci, indemnify and hold harmless City, its officers, err:p2.cyees, and 2.ger.ts 2.gainst any claim, loss, or liability arising out of or rE: sui ting in any w'aj' from ar.::- ã.r:C: ê.. 2. 1 c l?ims , demands, suits actions, damage~, cost~ (including attorneys' fees), losses, and liabilities o~ every name, kind, and description under this agreecent due, in whole or in part, to the \:illful misconduct or negligent acts (active or passive) or omissions by Supplier, its officers, employees, sublicensees, subcontractor, or agents. Supplier's obligations to indemnif~' and hold harmless exclude only ·'such. claim, loss or liability which is due to the sole negligence or willful misconduct of City and/or its officers, agents, or employees. All Supplier's obligations under this section are intended to apply to the fullest e~ter:t permitted by law and shall survive the expiration or sooner terI:!ination of this Agreement.- In any action -or claim against City in \vhich Supplier is defending City, City shall have the right to approve legal counsel providing City's defense. The duty of Supplier to indemnify and save harmless, as set forth herein, shall include a duty to defend as set forth ir. Section 2ïï8 of the California Civil Code; provideè, hmvever, that nothing herein shall be construed to require Supplier to indemnify City , its Council, officers, agents, ë.n¿ employees against any responsibility or liability in contravention of Section 2ï80 of the California Civil Code. Further, nothing 10 ..... ......