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Letter of Agreement — Orange County Refonna March 6, 2015 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. 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. If you agree with the terms of this Letter of Agreement, please sign and return this agreement so that we may make the necessary arrangements for you to begin work. The enclosed copy of the agreement is for your records. If you have any questions regarding this Project, please contact Ms. Cheryl Eberly, the City's representative for this project at (714) 647-5288. CITY OF SANTA ANA Approved by: Signature David Cavazos Title City Manager Date APPROVED AS TO FORM LISA E. STORCK Assistant City Attorney ORANGE COUNTY REFORMA Reviewed and Accepted by Consultant: Si afore Title 0. Date ATTES11. 1-01AP'A Z?.# )4V- MARIA D. HUIZAR CLERK OF THE COUNCIL