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REV: 07-15-21 MI HOLD HARMLESS AND INDEMNIFICATION AGREEMENT BETWEEN GOOGLE AND CITY OF REDWOOD CITY – TRAINING ON GOOGLE PROPERTY This agreement is entered this day of 2021, by and between REDWOOD CITY, a charter city and municipal corporation, whose address is 1017 Middlefield Road, Redwood City, CA 94063 (hereinafter “CITY”), and GOOGLE LLC, a Delaware limited liability company, whose address is 1600 Amphitheatre Parkway, Mountain View, California 94043 (hereinafter “GOOGLE”) with respect to the following facts: RECITALS WHEREAS, CITY desires to conduct public safety trainings in a certain building owned by GOOGLE; and WHEREAS, GOOGLE desires to support CITY’s efforts to ensure a highly skilled and well-trained Police Department. NOW, THEREFORE, in consideration of the Recitals and mutual promises contained herein, CITY and GOOGLE agree as follows: ARTICLE I - GRANT OF A REVOCABLE, NON-EXCLUSIVE LICENSE A. Subject to the terms and conditions set forth in this Agreement, GOOGLE hereby grants to CITY a revocable, non-exclusive license (the “License”) to enter upon property owned by GOOGLE (“Property”) for the sole purpose of conducting public safety training exercises (the “Activities”). i. Location. CITY shall conduct all training activities within the building designated by GOOGLE (the “Building”) on the Property. Any Activities conducted by CITY outside of the Building shall be deemed a violation of the Agreement and shall result in the License’s immediate termination. GOOGLE designates the following Building and/or areas within the Building for CITY use subject to the terms of this Agreement: 1700 Seaport Blvd., Redwood City, CA 94063, as further shown on Exhibit A. ii. Access Dates and Times. CITY will only have access to the Building provided that it obtains express approval from GOOGLE and makes such a request to access the Building at least forty-eight (48) hours prior to accessing the Building. Said request shall specify the name, title, and respective government agency of each person who proposes to participate in the Activities and/or proposes to enter the Property and access the Building. If CITY fails to make such a request, CITY shall not be allowed to access the Building. GOOGLE retains the right to designate future dates and/or times during which CITY may not access the Building during the term of this Agreement. GOOGLE will coordinate with CITY any access by GOOGLE to the Building and/or dates during which CITY may not access the Building during the term of this Agreement. ATTY/AGR.2021.186/Google (Hold Harmless - Google Building) (Page 1 of 8)