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51062.00005\41156529.1 CITY OF REDWOOD CITY, CA – TECHNOLOGY SERVICE AGREEMENT AGENCYCOUNTER FROM BUILDINGEYE, INC. ACT Service Agreement XXII REV: 02-06-24 SK expected of Consultant’s industry, to ensure that the operation and availability of the Software and Hosted Data Service does not materially differ from documented specifications. Consultant may make repeated efforts within a reasonable time period to resolve operational issues. When an operational issue cannot be resolved, the Agency’s exclusive remedy will be damages in an amount equal to a maximum of the total of hosting fees paid to Consultant for the defective or non-conforming software amongst the Hosted Applications during the three (3) calendar months immediately preceding the occurrence of the unresolved operational issue. For avoidance of doubt, the limitations of liability in this Section 16(E) shall not apply to Consultant’s obligations pursuant to Section 15 above. 16(F). Consultant warrants that it has the right to license any third party software necessary for the provision of services under this Agreement and it shall pass through to Agency the warranties and indemnities for such third party software. 16(G). CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 17. TERM OF THE AGREEMENT. The term of this Agreement shall commence on the date last signed by the parties or provision of Private Release (whichever is sooner), below, and shall continue for four (4) years (“Initial Term”). If the Agency exercises its right to terminate this Agreement in accordance with this paragraph, the Agency shall pay Consultant for all services satisfactorily performed in accordance with this Agreement, through and including the date of termination. 18. RENEWAL. At the end of the Initial Term, this Agreement shall automatically renew for a minimum of two successive periods of twelve (12) months, unless the Agency gives the Consultant written notice of non-renewal at least thirty (30) days prior to the renewal date (such renewal periods and the initial period, collectively the “Term”). The Agency will be billed on an annual basis. 19. DEFAULT. If either party (“demanding party”) has a good faith belief that the other party (“defaulting party”) is not complying with the terms of this Agreement, the demanding party shall give written notice of the default (with reasonable specificity) to the defaulting party, and demand the default to be cured within ten working days of the notice. If: (a) the defaulting party fails to cure the default within fifteen working days of the notice; or (b) if more than fifteen days are reasonably required to cure the default and the defaulting party fails to give adequate written assurance of due performance within ten working days of the notice; then (c) the demanding party may terminate this Agreement immediately upon written notice to the defaulting party. If a party exercises its right to terminate this Agreement in accordance with this paragraph, the Agency ATTY/AGR.2024.012/Buildingeye (AgencyCounter Service Agreement) (Page 10 of 26)