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Page 2 of 3 <br />performance of the Services progresses. The City shall review and pay the approved <br />charges on such invoices in a timely manner. <br />The City may terminate this Letter Agreement at any time with or without cause. If the <br />City finds it necessary to terminate this Letter Agreement without cause before Project <br />completion, Consultant shall be entitled to be paid in full for those Services adequately <br />completed prior to the notification of termination. Consultant may terminate this Letter <br />Agreement only upon 30 calendar days' written notice to the City only in the event of <br />City's failure to perform in accordance with the terms of this Letter Agreement through no <br />fault of Consultant. <br />This Letter Agreement shall be interpreted in accordance with the laws of the State of <br />California. If any action is brought to interpret or enforce any term of this Letter <br />Agreement, the action shall be brought in a state or federal court situated in Orange <br />County, State of California. In addition to any and all contract requirements pertaining to <br />notices of and requests for compensation or payment for extra work, disputed work, <br />claims and/or changed conditions, Consultant must comply with the claim procedures set <br />forth in Government Code sections 900 et seg. prior to filing any lawsuit against the City. <br />Such Government Code claims and any subsequent lawsuit based upon the Government <br />Code claims shall be limited to those matters that remain unresolved after all procedures <br />pertaining to extra work, disputed work, claims, and/or changed conditions have been <br />followed by Consultant. If no such Government Code claim is submitted, or if any <br />prerequisite contractual requirements are not otherwise satisfied as specified herein, <br />Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. <br />If either Party commences an action against the other Party, either legal, administrative <br />or otherwise, arising out of or in connection with this Letter Agreement, the prevailing <br />Party shall be entitled to recover all reasonable fees and costs incurred, including <br />reasonable attorney's fees, as determined by the court. <br />Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under <br />or interest in this Letter Agreement without the written consent of the City, which may be <br />withheld for any reason. This Letter Agreement may not be modified or altered except in <br />writing signed by both parties. Except to the extent expressly provided for in the <br />termination paragraph, there are no intended third party beneficiaries of any right or <br />obligation of the Parties. <br />This is an integrated Letter Agreement representing the entire understanding of the <br />parties as to those matters contained herein, and supersedes and cancels any prior oral <br />or written understanding or representations with respect to matters covered hereunder. <br />Since the Parties or their agents have participated fully in the preparation of this Letter <br />Agreement, the language of this Letter Agreement shall be construed simply, according <br />to its fair meaning, and not strictly for or against any Party. The captions of the various <br />paragraphs are for convenience and ease of reference only, and do not define, limit, <br />augment, or describe the scope, content or intent of this Letter Agreement. <br />55394.00000\41751818.1 <br />