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DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 THESE CHANGES WERE NOT ACCEPTED BY CITY Contract Agreement Statement Section 9 to be modified to add: Regarding any instruments of service or designs which have been prepared by others and provided to Consultant by the City for use for the Project, the City warrants to Consultant that it has the intellectual property rights, including copyright rights, for such use; and in this regard the City shall to the full extent permitted by law release, indemnify and hold harmless Consultant and Consultant's subconsultants, and their respected affiliated entities and individuals, from and against any and all claims, costs, liability and/ or losses related to or arising out of Owner's actual or alleged breach of this warranty. Section 20(d) to be added: In light of the limited ability of the 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 the Agreement, Owner 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 or equitable theories and concerning any and all kinds of causes of loss, to the fullest extent allowed by law as to Owner and all third parties, to the lesser of (a) twice the amount of the Architect's fee for the Project or (b) $50,000. Section 20(e) to be added: Because the amount of such damages can neither be controlled nor predicted, each party waives any claim that is has or ever might have for consequential and/or economic damages concerning or related to this Agreement. Section 20(f) to be added: The City and Architect both acknowledge that each is a business entity, and that neither intends that either's involved individuals should be subjected to personal exposure for the risks attendant to the Project; and therefore any and all remedies with either party and its affiliated entities and individuals have or might have concerning the Project and/or this Agreement shall be sought against only the other's business entity or affiliated business entities and waived as to the affiliated individuals, and in no event shall damages or indemnification concerning this Agreement and/or the Project ever be sought against either party's affiliated individuals. PAGE kl�_PRF- NIALCOMB 04.20.2020 65 \M5