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TEXAS A&M ENGINEERING TiTEEXContract EXEENSION SERVICE bf�J Texas A&M Eniigneeringp Extension Service - TEEX Addendum to Customer's Contract Customer Name: City of Santa Ana ("Customer') Date: November 20, 2018 1 I20 Civic Center Plaza M-97 P.O.Box 1988 Santa Ana CA 92702 Texas A&M Engineering Extension Service ("TEEX") and the Customer are this day entering into a contract and, for their mutual convenience, the parties are using the standard contract and/or purchase order form provided by the Customer (referred to hereafter as the "Customer's Contract Form"). This Addendum ("Addendum"), duly executed by the parties, is incorporated into the Customer's Contract Form dated November 20, 2014and made an integral part thereof. This Addendum and the Customer's Contract Form shall be referred to hereafter collectively as the "Agreement." The Customer's Contract Form is, with the exceptions noted herein, generally acceptable to TEEX. Nonetheless, because certain standard clauses that may appear in the Customer's Contract Form cannot be accepted by TEEX because of its status as an agency of the State of Texas and in consideration for the convenience of using provisions in the Customer's Contract Form instead of negotiating a separate contract document, the parties agree that none of the provisions listed below, if they appear in the Customer's Contract Form, shall have any effect or be enforceable against TEEX: 1. Requiring TEEX to maintain any type of insurance either for TEEX's benefit or forthe Customer's benefit. 2. Releasing or waiving the Customer or any other entity or person from its legal liability, or limiting liability, for unlawful or negligent conduct or failure to comply with any duty recognized or imposed by applicable law. 3. Requiring any total or partial compensation or payment for lost profit or liquidated damages by TEEX if the Agreement is terminated before the end of the contract term. 4. Changing the time period within which claims can be made or actions can be brought under the laws of the State of Texas. 5. Binding TEEX to any arbitration provision or to the decision of any arbitration board, commission, panel or other entity. 6. Obligating TEEX to pay costs of collection or attorneys' fees. 7. Requiring TEEX to provide warranties. 8. Granting the Customer a security interest in any property of TEEX or subjecting any property of TEEX to a statutory, contractual, or constitutional lien. 9. Requiring payments or assessing interest other than in accordance with the Texas Prompt Payment Act, Chapter 2251, Texas Government Code. 10. Requiring that the Agreement be "accepted" or endorsed by the home office or by any other officer of Customer subsequent to execution by an official of TEEX before the Agreement is considered in effect. 11. Prohibiting TEEX from recovering its lawful damages incurred as a result of a breach of the Agreement. 12. Permitting unilateral modification of the Agreement by Customer. 13. Limiting the liability of Customer or any other entity or person for property damage or personal injury. Miscellaneous Provisions: Indemnification: Customer agrees to indemnify and hold harmless TEEX from any claim, damage, liability, expense or loss to the extent arising out of Vendor's negligent or willful errors or omissions under this Agreement. Loss of Funding: Performance by TEEX under the Agreement may be dependent upon the appropriation and allotment of funds from federally -funded programs and/or by the Texas State Legislature (the "Legislature"). In the event a curtailment of federally -funded programs occurs, or in the event state appropriations are unavailable, then TEEX will issue written notice to the Customer and TEEX may terminate the Agreement without further duty or obligation hereunder. The Customer acknowledges that appropriation of funds is beyond the control of TEEX. TEEX CS -8 OGC APPROVED May 2017 Page 1 of 2 25C-10