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REV: 05-05-23 RL out of, is related to, or is in any manner connected with the Goods and Services and/or the performance of work, activities, operations or duties of Vendor, or anyone employed by or working under Vendor, and from all Losses by anyone employed by or working under Vendor for services rendered to Vendor in the performance of this Agreement, notwithstanding that City may have benefited from their services. This indemnification provision will, without limitation, apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Vendor or of anyone employed by or working under Vendor. Losses will include, without limitation, allegations that the Goods are defective in manufacture or design and allegations that the Goods or Services infringe any patent or other intellectual property right belonging to a third party. Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable claims, allegations, lawsuits or proceedings (collectively, “Proceedings”) have merit or are meritless, and whether or not such Proceedings involve claims or allegations that any of the Indemnitees were actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. The Parties expressly agree that any payment, attorneys’ fees, costs or expense that City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section will survive the expiration or early termination of the Agreement. 17. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the Deputy Fire Chief. Any written notice between the Parties shall be sent to: Redwood City Fire Department Attention: Deputy Fire Chief 755 Marshall Street Redwood City, CA 94063 FSOC LLC Attention: Dave Passarell 803 Eucalyptus Drive El Segundo, CA 90245 Except as otherwise stated, all notices to be provided or that may be provided under this Purchase Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. Interpretation. The terms of this Purchase Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Purchase Agreement or any other rule of construction that might otherwise apply. ATTY/AGR.2023.104/FSOC LLC (Protective Gear) (Page 4 of 9)