AON RISK INSURANCE SERVICES WEST, INC.

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LION Project Risks AON believes several risk factors exist that could materially affect timelines for deliverables or AON's ability to develop the analysis proposed herein. These include, but are not limited to: . Lack of availability of key project personnel . Misunderstanding of scope definition and success criteria . Delays in providing information required for the proposed analysis (if any additional information not already held by AON is required) • Changes in project scope, which can be made with a Change in Project Scope document agreed to by both Client and AON — AON notes that changes in project scope could potentially affect the engagement fee In the event the project is cancelled by the Client prior to the project start date, AON reserves the right to charge for project start-up costs incurred. Representations and Warranties AON represents and warrants to Client that: AON is an Illinois corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and AON has the full and unrestricted power and authority to execute, deliver and perform this proposal and such execution, delivery and performance have been duly authorized by all necessary action on the part of AON and the proposal, when executed and delivered by AON in accordance with the provisions hereof, will be a legal, valid and binding obligation of AON, enforceable against AON in accordance with its terms; AON's execution and performance of this proposal or any Schedule shall not constitute a breach or default under any contract, instrument or agreement to which AON is a party or by which AON is bound and shall not violate or interfere with the rights of any other party; The Services performed and the Deliverables tendered hereunder shall be of professional quality, conforming to generally accepted industry standards and practices for similar services and deliverables. The Services as delivered to Client will not infringe on any copyright, patent, trade secret, or other proprietary right held by any third party. THIS WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE; The Services to be provided by AON are not of a legal nature, and AON shall in no event give, or be required to give, any legal opinion or provided any legal representation to Client. Aon recommends that Client seek the review of the Client's legal or tax advisors before taking action based upon AON's statements. The Services will be performed only by AON and its bona fide employees, unless and to the extent Client has given its written consent to the subcontracting of any portion of the Services. Ann Proprietary and Confidential 8 Prepared for: The City of Santa Ana