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16. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the validity, <br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />17. PROFESSIONAL LICENSES <br />CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and <br />required by the laws and regulations of the United States, the State of California, the City of Santa Ana <br />and all other governmental agencies. CONSULTANT shall notify the CI'T'Y immediately and in writing <br />of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said <br />inability shall be cause for termination of this Agreement. <br />18. PAYMENTS & INVOICES <br />a. Payment by CITY shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to CITY accounting procedures. Payment <br />need not be made for work which fails to meet the standards of performance set forth in <br />the Recitals which may reasonably be expected by CITY. <br />b. Invoices should be submitted on the 15th of each month and shall include the following <br />information at a minimum: <br />i. CONSULTANT's invoice munber and CITY's agreement number <br />ii. Beginning and ending dates for services <br />iii. CITY Project and/or Task Order number and/or name (if applicable) <br />iv. Work site address/location (if applicable) <br />V. Tasks or deliverables completed and percentage (%) of total services completed. <br />vi. Remaining Overall and Task Order budget available <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any <br />injuries or damages to CITY in the event that such authority or power is not, in fact, held <br />by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br />in the body of this Agreement. <br />Page 6 of 8 <br />