Agmt15 Coelo Company of Design assigned to Levrum, Inc.

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by the City as a result of the infringement claim, including but not limited to attorney's fees. Should Consultant find, or be found, to have infringed on any intellectual property rights, Consultant will procure; (i) a right for the City to continue using the applicable Software Application, (ii) a solution to mitigate the infringement, or (iii) a product to replace the infringing product that provides the functionality and complies with the specifications contained in the Consultant -provided materials. In the case of such infringement, Consultant shall have sole discretion to choose the mode, means and timing of the remedy, and shall engage its reasonable best efforts to provide an acceptable remedy to the City. The City shall not incur any additional costs related to the aforementioned remedies. The terms of this Section shall apply without limitation to all portions of the Software Application directly authored by Consultant. With regard to third -party open -source software incorporated into the Software Application, the terms of this Section shall apply to the extent permitted by the license terms associated with each such third -party open -source software component, as detailed in Exhibit C attached to this Agreement. 21. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. For Citv: City of Redwood City Attention: City Manager 1017 Middlefield Road Redwood City, CA 94063 (650) 780-7000 For Consultant: Carl Niedner President P.O. Box 2292 Corvallis, OR 97339 541-829-9144 Except as otherwise stated, all notices to be provided or that may be provided under this 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. 22. Conflict of Interest. City will evaluate Consultant's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of Consultant's employees, agents, or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Consultant, for Consultant and on behalf of Consultant's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Consultant further warrants that neither Consultant, nor Consultant's agents, employees, subcontractors and consultants have any ancillary real property, business AnY/AGR/2015.023/COELO — CodeMtimulator - FD REV: 02-04-15 VR Page 7 of 34