PORTERHOUSE SLED, LLC (#2027187)

Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 6 scope, fees, expenses, and schedule. Each Party bears its own costs of developing a Change Order unless otherwise agreed. No Change Order is effective until signed by both Parties. Disputes over a proposed change follow the Escalation Process. 3.4 Acceptance. Where an SOW designates a Deliverable as subject to acceptance: • (a) Test Period. The City has 15 days after receipt of the Deliverable (the "Test Period") to review it against the Specifications in the SOW. • (b) Deemed Acceptance. If the City does not deliver a written notice describing a material non-conformance (a "Review Notice") within the Test Period, the Deliverable is accepted. • (c) Remediation. If the City delivers a Review Notice, Porterhouse has 15 days to correct the non-conformance and resubmit the Deliverable, and the process in this Section 3.4 repeats. In place of a repeat cycle, the City may extend the remediation period, accept the Deliverable without prejudice to its warranty rights, or terminate under subsection (d). • (d) Termination Remedy. If a Deliverable subject to acceptance fails remediation, the City may terminate the affected SOW and receive a refund of fees paid for the rejected Deliverable, for Services materially impaired by the rejection, and for pre-paid unused fees, and the City is relieved of further fees under that SOW. • (e) Acceptance does not limit or modify Porterhouse's warranty obligations. • (f) Porterhouse shall not invoice for a Deliverable designated as subject to acceptance until it is accepted. 3.5 Subcontractors. Porterhouse shall not subcontract any portion of the Services without the City's prior written approval. For each approved Subcontractor, Porterhouse remains directly responsible for performance and shall bind the Subcontractor in writing to terms at least as protective of the City as this Agreement, including the flow-through of rights under Section 6. Section 4: Communication and Escalation 4.1 Project Leads. Each SOW identifies a Project Lead for each Party (the primary point of contact and decision-maker) and an Escalation Lead (a senior executive with authority to resolve disputes). 4.2 Project Updates. Porterhouse's Project Lead shall provide status updates to the City's Project Lead at the cadence stated in the SOW, including progress against delivery dates. 4.3 Escalation Process. For any dispute arising under the Agreement (the "Escalation Process"): first, the Project Leads shall meet and attempt in good faith to resolve the dispute within 10 days; second, if unresolved, the dispute is escalated to the Escalation Leads, who shall negotiate in good faith for up to 30 days. Neither stage limits a Party's right to seek relief Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33