ARCHITECTS ORANGE, LLP D.B.A AO (#2026346)

Page 5 of 8 17. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions. 18. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Consultant’s services under this Agreement. If such an interest arises, Consultant will immediately notify the City. 19. Waiver. In the event either City or Consultant at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. 20. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County, California. In the event any dispute arises with respect to this Agreement, the non-prevailing Party shall pay the prevailing Party’s costs and expenses (including without limitation attorneys’ fees and expenses) incurred in connection with such dispute. 21. Limitation of Liability - Notwithstanding anything in the contrary to this Agreement and provided Consultant has provided the insurance as required by this Agreement, in light of the limited ability of the Consultant to affect the risks inherent in the project and of the disparity between Consultant’s fee and the potential liability for problems or alleged problems with the project, and in consideration of Consultant’s undertaking of the obligations imposed by the Agreement, City agrees to limit the total aggregate liability concerning or related to the project of Consultant and its affiliated entities and individuals, on any and all legal or equitable theories and concerning any and all kinds of causes of loss, to the fullest extent allowed by law as to City and all third parties, to the amount of the Consultant’s per claim/occurrence insurance limit required to be carried by Consultant under this Agreement and applicable to the claim. 22. No Personal Liability. The parties intend that Consultant’s involvement with any project shall not subject Consultant’s individual principals/partners or their personal assets to personal exposure for the risks attendant to that involvement. Therefore, any and all remedies of City/City and City/City’s related individuals concerning the services performed pursuant to and the obligations imposed by this agreement shall be sought against Consultant and its respective insurance coverages and not against Consultant’s principals/partners or such principal/partners’ personal assets. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by the City or for any amount due Consultant. 23. Waiver of Consequential Damages - Consultant and City/City waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement. 24. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. Docusign Envelope ID: 5C509772-AD72-46D8-8489-9AF68D088296Docusign Envelope ID: AEF3E0F6-239B-412C-A00B-0D324718521B