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which is suffered or sustained by any person or business entity, caused by, or <br />alleged to have been caused by, any act or omission to act, whether negligent or <br />otherwise, of Supplier, its officers, agents, or employees in the performance of, <br />or failure to perform, any or all of the acts required of Supplier by this <br />Agreement, except as specifically limited or as agreed to be the responsibility of <br />City as hereinafter set forth in this Agreement. <br /> <br /> The duty of Supplier to indemnify and save harmless, as set forth herein, <br />shall include the duty to defend as set forth in California Civil Code Section 2778. <br />Provided, however, that nothing herein shall be construed to require Supplier to <br />indemnify City, its Council, officers, agents, and employees against any <br />responsibility or liability in contravention of Civil Code Section 2780. All of <br />Supplier's obligations under this Section are intended to apply to fullest extent <br />permitted by law and shall survive the expiration or sooner termination of this <br />Agreement. In any action or claim against City in which Supplier is defending <br />City, City shall have the right to approve legal counsel providing City's defense. <br /> <br /> Notwithstanding any prevision herein to the contrary, nothing herein shall <br />be construed to require Supplier to defend or indemnify City, its Council, officers, <br />agents, and employees against any claim, responsibility, or liability arising from <br />or in conjunction with any law enforcement or other activity or function by City or <br />County, or the omission of activity, including, but not limited to, any dispute <br />arising between or among any citizen, employee, or agent of the City, or others, <br />with respect to City or County law enfomement or other activity by any of them. <br /> <br />Agmt-078 1 0 <br />shared~shared\Redwood\Council <br />FXS:rg <br />o7/21/97 <br />07/25/97R <br /> <br /> <br />