Agmt26 Ensight Technologies, LLC - PARCS System

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REV: 01-05-26 LR 13.6.2 Security Incident Reporting Requirements. Consultant shall report a Security Incident to the appropriate City staff immediately. 13.6.3 Breach Reporting Requirements. If Consultant has actual knowledge of a confirmed Data Breach that affects the security of any City content, Consultant shall: (1) promptly notify the appropriate City staff within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the Data Breach in a timely manner. 13.6.4 Breach responsibilities. If any forensic analysis or report determines Consultant to be the sole source of any Security Incident or Data Breach, the City will not be responsible for any data compromise losses or damages, and Consultant will hold harmless the City, its officers, officials, employees, and volunteers from and against all liability, loss, damage, expense, and cost of every nature arising out of or in connection with said security incident. 14. Indemnification. 14.1 Consultant will defend, indemnify and hold harmless (collectively “Indemnify”) City and its officers, boards and commissions, agents, employees and volunteers (collectively “Indemnitees”) from and against all claims, damages, losses and expenses including attorney fees (collectively “Losses”) arising out of the performance of the Services, caused or claimed to be caused by the acts, errors and/or omissions of Consultant, or any Consultant Personnel or anyone for whose acts any of them may be liable (collectively, “Responsible Parties”). Consultant’s responsibilities under this Section 11 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of City, which may be in combination with the acts or omissions of any Responsible Party, provided that Consultant’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct of City. 14.2 Notwithstanding Consultant’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Consultant, if City chooses to do so. 14.3 Consultant agrees to pay any and all costs City incurs enforcing the provisions set forth in this Section 14. 14.4 Subsection 14.1 notwithstanding, in accordance with California Civil Code Section 1668, as amended, nothing in this Agreement will be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. ATTY/AGR.2026.001/EnSight Technologies (Parking Access and Revenue Control System (PARCS)) (Page 12 of 167)