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Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 5 <br />pre-existing or developed outside the Agreement, excluding City Materials and excluding <br />Deliverables (other than Reserved Materials and Porterhouse IP embedded in Deliverables). <br />"Reserved Materials" means pre-existing or independently developed Porterhouse content, <br />identified as Reserved Materials in the applicable SOW. <br />"Security Incident" means a confirmed breach of Porterhouse's security resulting in <br />unauthorized access to or acquisition of City Materials in Porterhouse's possession or control. <br />"Services" means the services described in an SOW or Change Order. <br />"Subcontractor" means a City-approved third party performing any portion of the Services <br />under Section 3.5. <br />"Third-Party Materials" means content not solely owned by Porterhouse, identified as such in <br />the applicable SOW. <br />"Uncapped Claims" means (a) a Party's obligations under Section 13, including third-party <br />claims for bodily injury, death, tangible property damage, or intellectual property <br />infringement; (b) liability arising from a Party's fraud, criminal conduct, or willful misconduct; <br />(c) the City's payment obligations under Section 10; and (d) liability that cannot be limited <br />under applicable Law. <br />"Virus" means viruses, malicious code, and similar harmful materials. <br />Section 3: Services <br />3.1 Generally. Porterhouse shall perform the Services described in each SOW and deliver each <br />Deliverable by the date stated in the SOW. Each SOW must reference this PSA and be signed <br />by both Parties. This PSA controls over an SOW unless the SOW expressly identifies the PSA <br />provision it supersedes. <br />3.2 City Dependencies. Each SOW may identify Dependencies. Porterhouse may rely on the <br />City's directions, data, and decisions, including for software configuration. The City is solely <br />responsible for its own policies, procedures, budgets, plans, and legal and regulatory <br />obligations; Porterhouse implements and configures as directed and does not provide legal, <br />regulatory, or policy advice. The City is responsible for the accuracy and completeness of <br />data it provides. If a missing or delayed Dependency delays the Services, Porterhouse shall <br />promptly notify the City, and affected dates will be equitably adjusted. <br />3.3 Change Orders. Either Party may request a change to an SOW by written notice. Within 10 <br />days of the notice, the Project Leads shall meet to review the request. If the Parties agree to <br />proceed, Porterhouse shall prepare a Change Order describing the change and its effect on <br />Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33