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Letter Agreement with GrassrootsLab, LLC. April 10, 2014 Page 2 Consultant shall provide proof of commercial general liability, automobile insurance, workers compensation and errors and omissions professional liability insurance appropriate to its profession to the City in amounts and with policies, endorsements and conditions required by the City for the Services, if any. Consultant understands that any written advice and /or reports prepared by Consultant for City will be subject to the attorney - client and/or work - product privilege and marked "confidential." Said written advice and /or reports will be relied upon by the City's legal staff in malting recommendations to the City Manager, City staff and the City Council. As such, written advice and /or reports prepared by the Consultant should be sent only to the City Representative. Consultant will advise the City Attorney's Office within five (5) days of the receipt of a subpoena and /or subpoena duces tecum for any testimony and /or records related to this project so that City can determine whether it wants to intervene. Invoices shall be submitted to the City monthly as performance of the Services progresses. Consultant shall provide, at City's request, documentation of all charges contained in any invoice(s). City shall review and pay the approved charges on such invoices in a timely manner. Services on the Project are requested on a rush basis and shall be completed as soon as possible. The City may terminate this Letter of Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter of Agreement without cause before Project completion, Consultant shall be paid in full for those Services completed to the City's satisfaction prior to the notification of termination. Consultant may terminate this Letter of Agreement for cause only, following a minimum of ten (10) days' notice stating the basis for termination and providing an opportunity to cure. The Services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Letter of Agreement shall be entitled to rely on the Consultant's performance of its Services hereunder, and no right to assert a claim against the Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Letter of Agreement or the performance of the Consultant's Services hereunder. This Agreement may be amended only in writing signed by both parties, may not be assigned except with the City's prior consent, and shall be governed by the laws of the State of California and venue shall be in Orange County.