AON RISK INSURANCE SERVICES WEST, INC.

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or delivery of the Services, such as a change in the nature of the Client's products or equipment, systems, and/or processes that are the focus of AON's service(s). Client agrees to provide its project data in the form agreed upon. Client understands and agrees that if data is submitted in a form other than agreed upon, Client shall pay AON, in addition to the fees set forth in the proposal the reasonable expenses incurred to merge/convert the data to the agreed upon form so long as AON has informed Client of such additional expenses and Client has consented in writing to those additional expenses prior to AON incurring such. Limitation of Liability Both parties further agree that AON and its personnel shall be released to the fullest extent permitted by applicable law from any and all claims, liabilities, costs and expenses attributable to any knowing misrepresentation by Client, its directors, its officers and/or its employees except for claims attributable solely to the negligence of AON. In no event shall AON be liable to the Client, whether in tort (including negligence), contract or otherwise for any amount, in the aggregate, in excess of three times the total fees paid by the Client under this proposal, except to the extent fully and finally determined by a court of competent jurisdiction to have resulted from the willful misconduct or fraudulent behavior of AON, and neither AON nor Client shall be liable to the other for any consequential, indirect, lost profit, lost opportunity or similar damages relating to AON's services provided under this proposal. As AON and Client intend the aforementioned limitation of liability clause to be enforceable, they agree that any over breadth in the clause shall not itself render the clause void, but rather, the clause shall be interpreted and enforceable to the fullest extent permitted by the law of the applicable state. In addition, the Client agrees to indemnify and hold AON, its directors, officers and empioyees, harmless from and against any and all claims, suits, and demands, and the liabilities, costs and expenses resulting therefrom ("Claims"), that AON may incur relating to the Services under this proposal, except to the extent such Claims are fully and finally determined by a court of competent jurisdiction to have resulted from willful misconduct or fraudulent acts or omissions of AON in connection with such services. Acn ProprEatary and Confidential Prepared for The City of Santa Ana