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Letter Agreement with HR Dynamics &. Performance Management, Inc. September 4, 2019 Page 2 of 3 Consultant's invoices shall include a description of the Services performed. Invoices shall be submitted to the City Attorney's office as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. This Agreement includes payment for services rendered since April 2019 under the previous Agreement (dated February 2018). The City may terminate this Letter Agreement at anytime with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before a pending Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. 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 California. 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 attorneys 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 Patties 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 SANTA ANA CITY COUNCIL Utlq A l t= jo." i g. VCM.sxMn.w 0.Nd PC111YpZa J e$0.0 VBC®il Gain kp MAyN Afaym Pro Tem• WIM 5 WAM z WaM 2 WAM 3 Wa 4 WAM $ mw�•o>Zsnm. ma me ,h29989.'ID2tftaAns9 I4E^_3KA§ dMl_d29 AVN-922A=Am=