Agmt08 San Francisco, City and County

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\. 5.3 NIMS Compliance. To be eligible to receive FY08 grant funds, REOWOOD CITY must meet National Incident Management System ("NIMS") compliance requirements. REDWOOD CITY is considered to be in full NIMS compliance if it has adopted and/or implemented the FY 2007 compliance activities, as determined by the National Incident Management System Capability Assessment Support Tool ("NIMSCAST") or other accepted means. By executing this Agreement, REDWOOD CITY certifies that it is in full NIMS compliance. REDWOOD CITY acknowledges that this certification is a material term of the Agreement. ARTICLE 6 INDEMNIFICATION AND GENERAL LIABILITY 6.1 Indemnification. REDWOOD CITY shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses arising from, in connection with or caused by REDWOOD CITY's performance of this Agreement, including, but not limited to, the following: (a) a material breach of this Agreement by REDWOOD CITY; (b) a material breach of any representation or warranty of REDWOOD CITY contained in this Agreement; (c) any personal injury or death caused, directly or indirectly, by any act or omission of REDWOOD CITY or its employees, subgrantees or agents; (d) any loss of or damage to property caused, directly or indirectly, by any act or omission of REOWOOO CITY or its employees, subgrantees or agents; (e) the use, misuse or failure of any equipment or facility used by REDWOOO CITY, or by any of its employees, subgrantees or agents, regardless of whether such equipment or facility is furnished, rented or loaned to REOWOOD CITY by an Indemnified Party; (f) any tax, fee, assessment or other charge for which REDWOOD CITY is responsible under Section 10.4; or (g) any infringement of patent rights, copyright, trade secret or any other proprietary right or trademark of any person or entity in consequence of the use by any Indemnified Party of any goods or services furnished to such Indemnified Party in connection with this Agreement. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and San Francisco's costs of investigating any claims against San Francisco. 6.2 Dutv to Defend: Notice of Loss. REDWOOD CITY acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 6.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 6.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to REDWOOD CITY by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give REDWOOD CITY prompt notice of any Loss under Section 6.1 and REDWOOD CITY shall have the right to defend, settle and compromise any such Loss; provided. however, that the Indemnified Party shall have the right to retain its own counsel at the expense of REDWOOD CITY if representation of such Indemnified Party by the counsel retained by REDWOOD CITY would be inappropriate due to conflicts of interest between such Indemnified Party and REDWOOD CITY. An Indemnified Party's failure to notify REDWOOD CITY promptly of any Loss shall not relieve REDWOOD CITY of any liability to such Indemnified Party pursuant to Section 6.1, unless such failure materially impairs REDWOOD CITY's ability to defend such Loss. REOWOOD CITY shall seek the Indemnified Partls prior written consent to settle or compromise any Loss if REDWOOO CITY contends that such Indemnified Party shares in liability with respect thereto. UASI FY08 - Redwood City Page 8 of 18 OCTOBER 23, 2008