PORTERHOUSE SLED, LLC (#2027187)

Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 11 10.7 Purchase Orders. The City may issue purchase orders for administrative convenience. Purchase-order terms do not amend the Agreement. Porterhouse shall reference the applicable purchase order number on invoices where one is issued. 10.8 Fee Disputes. The City may dispute an invoiced amount in good faith by written notice within the Payment Period. The Parties shall discuss the dispute within 15 days of the notice, the City shall pay undisputed amounts when due, and unresolved disputes follow the Escalation Process. Section 11: Term and Termination 11.1 Agreement Term. The Agreement starts on the Effective Date and continues until the end of all SOW Terms. If no SOW is active, either Party may terminate the PSA for any or no reason on written notice. 11.2 Termination of an SOW for Convenience. The City may terminate any SOW for any or no reason on 30 days' written notice, paying (i) all fees and approved expenses for Services performed and Deliverables delivered through the termination date, and (ii) a cancellation fee equal to the fees that would have been payable for the 30-day notice period, less amounts paid under clause (i). 11.3 Termination for Cause. Either Party may terminate the Agreement or any SOW if the other Party (a) fails to cure a material breach within 30 days after written notice describing the breach; (b) ceases to operate without a successor; or (c) becomes subject to a bankruptcy or receivership proceeding not dismissed within 60 days. 11.4 Effect of Termination. Upon termination of an SOW: (a) Porterhouse shall stop the affected Services, deliver all Deliverables in their then-current state of completion, and return or destroy City Materials as the City directs, except copies retained for legal compliance or bona fide records retention, which remain Confidential Information; (b) the City shall pay fees and approved expenses earned through the termination date; and (c) Sections 2, 6, 8 (while access persists), 10 (as to amounts due), 11.4, 12, 13, 14, 15, 16, and 17 survive. Termination does not limit other remedies unless an exclusive remedy is stated. 11.5 Non-Appropriation. The City's payment obligations beyond its current fiscal year are subject to appropriation by the Pleasanton City Council. If funds are not appropriated for an SOW for a future fiscal year, the City may terminate the affected SOW effective at the end of the last funded period, on written notice as soon as reasonably practicable, without the cancellation fee in Section 11.2. The City shall pay all fees and approved expenses earned Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33