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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 result of a modification made by the Agency without Consultant’s consent. 15(C). Settlement. Consultant agrees that it will not admit fault by Agency or agree to any settlement that would impose obligations or restrictions on Agency (other than payment that would be paid by Consultant under this Section 15) without Agency’s prior written consent, not to be unreasonably withheld. 16. LIMITED WARRANTY. 16(A). Consultant warrants that it has title to the Software and/or the authority to grant licenses to use the Software. Consultant further warrants that it has all business licenses, certificates, permits and approvals of whatsoever nature that are legally required for Consultant to provide any services, including Software and Hosted Service, under the Agreement, and it shall at its sole expense keep in effect or obtain at all times during the term of this Agreement all such business licenses, certificates, permits and approvals. Consultant warrants that it will perform all services under this Agreement in compliance with all applicable laws. 16(B). Consultant warrants that the Software will perform substantially in accordance with the Documentation for a period of one year from the date of initial installation and that the Software media is free from material defects. Consultant does not warrant that the Software is error- free. Consultant further warrants that it will use commercially reasonable efforts to operate the Application, Software, Hosted Service such that it is continuously available provided that Consultant may suspend such operation from time to time for purposes of conducting maintenance, updates, or repairs. Consultant shall use reasonable efforts to perform maintenance, updates or repairs between hours of 10:00 p.m. and 6:00 a.m. 16(C). Except as otherwise provided in this Agreement, Consultant's sole obligation with respect to its limited warranty is limited to repair or replacement of the defective Software, provided Agency notifies Consultant of the deficiency within the one-year period and provided Agency has installed all Software updates provided pursuant to Consultant's Support Services. 16(D). Consultant warrants that to the best of its knowledge, information, and belief, the Software does not contain any known viruses, back-doors or time bombs, (or similar malicious code), or undocumented security codes that could prevent Agency’s perpetual use of the Software. 16(E). Consultant will commence and complete the obligations described in this Agreement in a good and workmanlike manner, consistent with the practices and standards of care generally-accepted within and ATTY/AGR.2024.012/Buildingeye (AgencyCounter Service Agreement) (Page 9 of 26)