Agmt08 San Francisco, City and County

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impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable. 10.0 Successors: No Third-Partv Beneficiaries. Subject to the terms of Article 8, the terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their successors and assigns. Nothing in this Agreement, whether express or implied, shall be construed to give any person or entity (other than the parties hereto and their respective successors and assigns and, in the case of Article 6, the Indemnified Parties) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. 10.10 Survival of Terms. The obligations of REDWOOD CITY and the terms of the following provisions of this Agreement shall survive and continue following expiration or termination of this Agreement: Sections 4.3 and 4.4, Article 6, this Article 10, and the Grant Assurances of Appendix B. 10.11 Further Assurances. From and after the date of this Agreement, REDWOOD CITY agrees to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement in accordance with this Agreement. 10.12 Sustainabilitv. Consistent with the FY08 UASI grant guidelines, programs that contain continuing personnel and operating expenses, over and above planning and implementation, must commit to sustainment of the program once the Grant Funding ends. By executing this Agreement, REDWOOD CITY acknowledges its responsibility to sustain continuing programs beyond the Grant Funding period, and that this sustainability requirement is a material term of the Agreement. 10.13 Sustainabilitv of Intelliaence Gatherina Activities. Beginning with FY08, UASI Grant Funds used to hire new staff and/or contractor positions to serve as intelligence analysts will be allocated only for a total of two years. If REDWOOD CITY participates in the Northern California Regional Intelligence Center (NCRIC), a funded program under the FY08 UASI Grant, or uses UASI Grant Funds for new intelligence analyst positions, REDWOOD CITY shall be responsible for supporting its share of the sustainment costs for the NCRI C or the analysts after that initial two-year period from non-federal funding sources. By executing this Agreement, REDWOOD CITY certifies that if it participates in the NCRIC or otherwise creates new intelligence analyst positions with grant funds, it shall sustain operational funds for NCRIC or the new positions after the initial two years from non-federal funds. REDWOOD CITY acknowledges that this certification is a material term of the Agreement. ARTICLE 11 INSURANCE 11.1 Tvpes and Amounts of Coveraae. Without limiting REOWOOD CITY's liability pursuant to Article 6 of this Agreement, REDWOOD CITY shall maintain in force, during the full term of the Agreement, insurance in the following amounts and coverages: UASI FY08 - Redwood City Page 14 of 18 OCTOBER 23, 2008