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51062.00005\41156529.1 <br />CITY OF REDWOOD CITY, CA – TECHNOLOGY SERVICE AGREEMENT <br />AGENCYCOUNTER FROM BUILDINGEYE, INC. <br />ACT Service Agreement XXII <br />REV: 02-06-24 SK <br />Recipient’s Confidential Information. <br />13(C). Consultant shall at all times make a privacy policy available on <br />the Application and ensure that its privacy policy, the current version of <br />which can be located at <br />https://redwoodcity.agencycounter.com/doc/privacy -complies with all <br />applicable laws. Consultant shall only use and disclose User Information <br />collected by Consultant under this Agreement for the purposes of sending <br />alerts and/or notices as authorized in its privacy policy and in this <br />Agreement, or as otherwise allowed under applicable law. <br />13(D). The terms of this Section 13 shall survive termination of this <br />Agreement. <br />14. REPORTING DAMAGES. If any damage (including death, personal injury <br />or property damage, including data loss or data breach) occurs in <br />connection with the performance of this Agreement, Consultant shall <br />immediately notify the Agency Risk Manager’s office by telephone at <br />650.780.7073, and Consultant shall promptly submit to the Agency’s <br />Risk Manager and the Agency’s Authorized Representative, a written <br />report (in a form acceptable to the Agency) with the following information: <br />(a) name and address of the person(s) who suffered property damage or <br />personal injury (b) name and address of witnesses; (c) name and address <br />of Consultant's insurance company; and (d) a detailed description of the <br />damage and whether any Agency property was involved. <br />15. INDEMNIFICATION. <br />15(A). Consultant shall indemnify, hold harmless, and defend the Agency <br />(including its elected officials, officers, agents and employees) from and <br />against any and all claims (including all litigation, demands, damages, <br />liabilities, costs, and expenses, and including court costs and attorney’s <br />fees) resulting or arising from performance, or failure to perform, under <br />this Agreement. <br />15(B). Copyright and Patent Indemnification. Claims which trigger <br />Consultant’s responsibility under Section 15 shall include any claims <br />that the Software resulting from the provision of services pursuant to the <br />attached Exhibit “A,” Scope of Services, infringe any patent, copyright, or <br />accidental or intentional violation of a trade secret or other intellectual <br />property of a third party not included in this Agreement. In addition to <br />said obligation to indemnify, defend and hold harmless Agency, <br />Consultant shall, in its reasonable judgment and at its option and <br />expense: (i) obtain for the Agency the right to continue using the <br />Software; or (ii) replace or modify the Software so that it becomes non- <br />infringing while giving equivalent performance. Consultant shall not <br />have any liability for a claim alleging that any Software infringes a patent <br />or copyright to the extent the alleged infringement was based on <br />information furnished by the Agency or if the alleged infringement is the <br />ATTY/AGR.2024.012/Buildingeye (AgencyCounter Service Agreement) (Page 8 of 26)