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

Page 4 of 6 4.2 Architect will coordinate the professional engineering services called for by this Agreement, but Client acknowledges that Architect lacks the training and experience necessary to perform or critique said services and that these services will necessarily be provided on an independent contractor basis by duly licensed professional engineering sub consultants . In no event will Architect have any legal liability for any professional errors or omissions committed by these sub consultants. 4.3 The plans covered by this contract are understood to be those required by the various governing bodies for this type of work as of the date of this agreement. In the event of a material change of policy of these organizations, which requires additional office or field work, the payment for the extra work shall be the subject of an extra charge. Architect will commence such additional work only with prior written approval from Client. 4.4 Architect may suspend its performance under this Agreement, withhold any instruments of service called for by this Agreement, and/or terminate this agreement and its related obligations to Client with no liability for doing so at any time by giving written notice to Client if Client does not make timely payment of undisputed amounts under this agreement and Client does not cure its non- payment of such undisputed amounts within 14 days after actual receipt of notice from Architect specifying the default. This termination releases Architect from any further obligation to provide basic services or additional services to Client under this agreement except for (a) claims related to completed services, and (b) as otherwise expressly authorized or licensed in this agreement. 4.5 Client shall reimburse attorney fees arising from collection efforts on accounts receivable. 4.6 Provided Architect has received payment for its related Services, drawings, specifications and other documents/data prepared by Architect shall be the property of the Client. Given the purpose of this work, Client may share the drawings with the City. 4.7 Architect will provide its services consistent with similar architects providing similar services for similar projects in a similar location. 4.8 The indemnification (but not defense) which Architect will provide will hold harmless Client and Client’s lender(s) and their respective principals and employees, from and against any and all claims and/or liability arising out of negligence or intentional wrongdoing in the performance of the services called for by this Agreement to the full extent of Architect’s fault. 4.9 In light of the limited ability of Architect to affect the risks inherent in the Project, and of the disparity between Architect’s fee and the potential liability for problems or alleged problems with the Project, and in consideration of Architect’s undertaking of the obligations imposed by this Agreement, Client agrees to limit the total aggregate liability concerning or related to the Project of Architect and its affiliated entities and individuals on any and all legal and equitable theories and concernin g any and all kinds and causes of losses to the fullest extent allowed by law as to Client and the Project’s contractor(s) to $50,000 or the amount of Architect’s services fee, whichever is greater. 4.10 The parties intend that Architect’s involvement with any Project shall not subject Professional’s individual principals/partners or their personal assets to personal exposure for the risk’s attendant to that involvement. Therefore, any and all remedies of Client/Owner and Client/Owner’s related individuals concerning the services performed pursuant to and the obligations imposed by this Agreement shall be sought against Architect and its respective insurance coverages and not against Architect’s principals/partners or such principal/partners’ personal assets. 4.11 Architect and Client/Owner 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. 4.12 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of California. Docusign Envelope ID: 8D1C67C0-DE15-4D52-A061-327BEA7AB96BDocusign Envelope ID: 6E79E03C-1E15-40B8-AF6F-C58CB7EB3B1D