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The total compensation shall not exceed three thousand dollars ($3,000.00) without written approval of the City. Consultant's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City Manager's office as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of tennination. Consultant may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of Citys failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Orange County, State of Califimria. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work� disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Letter Agreement, the prevailing Party shall be entitled to recover all reasonable fees and costs incurred, including reasonable attorney's fees, as determined by the court. Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement. SANTA ANA CITY COUNCIL Valens Ammua Jessie Lopez Thai Vlet Phan Berannin Vearen, Phil Be.. Johneffian Ryan Hernandez Down! PeralDhe Mayor Mayor Pro Tern, Ward 3 Ward 1 Word 2 Ward 4 Warl 5 Word 6 ...a0s.rl.-.raorn tphan5sanips-are am WazhUrz9iie.h.-.n.a, b@g,,i,,2�anda aream ryanherrandeaMsarla-anahan