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14. Indemnification by City. City hereby agrees to defend, indemnify,
<br />and save harmless Supplier, its officers, agents, and employees against and
<br />from any and all claims, demands, suits, actions, damages, costs (including
<br />attorneys' fees), losses, and liabilities of every name, kind, and description
<br />including, but not limited to, those arising from (1) actions of its officers, agents,
<br />and employees in connection with any law enfomement or other activity as may
<br />be related to this Agreement; (2) the use, misuse, or failure of the System; or (3)
<br />delays in the performance of the work hereunder, which may be brought against
<br />or suffered by, Supplier, its officers, agents, and employees by reason of any
<br />injury to or death of any person or damage, including, but not limited to, damage
<br />to property (including loss of use thereof), loss or damage arising from
<br />contractual relationship (whether written, oral or implied), which is suffered or
<br />sustained by any person or business entity, caused by, or alleged to have been
<br />caused by, any act or omission to act, whether negligent or otherwise, of City, its
<br />Council, officers, agents, or employees in the performance of, or failure to
<br />perform, any or all of the acts required of City by this Agreement, except as
<br />specifically limited or as agreed to be the responsibility of Supplier as hereinafter
<br />set forth in this Agreement.
<br />
<br /> The duty of City to indemnity and save harmless, as set forth herein, shall
<br />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 City to
<br />indemnify Supplier, its officers, agency, and employees against any responsibility
<br />or liability in contravention of Civil Code Section 2780. All City's obligations
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<br />Agmt-078 1 1
<br />shared',shared\R edwood\Council
<br />FXS:rg
<br />07~1/97
<br />07/25/97R
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