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January 3, 2018 Page 2 profession to the City in amounts and with policies, endorsements and conditions required by the City for the Services, including naming the City as additional insured. 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, 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, 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 Leiter 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 Cali£onria. Venue for any dispute resolution shall be in Orange County, California. If you agree with the terns 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 Agreement, please contact Robert Cortez, Deputy City Manager, at (714) 647-5200, CITY OF SANTA ANA Raul Godinez II City Manager i-4'2pis I_!nr CONSULTANT Signature ^T 17ate APPROVED AS TO FORM Laura A. Rossini Senior Assistant City Attorney SANTA ANA CITY COUNCIL Miguel A Pu9tla MchNe WHIraz VIMAo So"Wenlo dose salads P. 000d 6exavide, Juan V.11"05 sal innalaro Wy. Wye, Pm Tam, Wald 2 WomI Wool Wed Want Wat16 Ow1w2flaamm- a.am I ,§&ata•aftl.fm usaRNanfa(RttxY gkem1tl gapja anO OM (V1�fa¢aRf&%xnfx.arlp gg alnfi er .g�q�