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16. JURISDICTION - VENUE <br />.this Aq'oennent has been execrated and delivered in the State of California and the validity, <br />inLerpretmioil, per161111anCC, and eni'orcemenL of any oI'the Clauses of this Agreement shall be detel-Inined <br />and governed by the laws of the State of Calilonnia. Both parties further a6 ce 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 Tlnited States, the State of California, the City of Santa Ana <br />and all other govcrnmenlal agencies. CONSULTANT shall notify the CITY immediately and in writing <br />of it; inability to obtain or maintain snCh permits, license;, approvals, waivers, and exemptions. Said <br />inability shall be cause for termination of this Agreement. <br />is. PAYMENTS & INVOICES <br />a. Payment by CITY shall be made within lbity-live (45) clays following receipt ol'propa <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 CTTY. <br />b. Invoices should be submitted on the 15th of each month and shall include the following <br />information at a minimum: <br />i. CONSU I RANI"s invoice number and CTTY's agr'ecment number <br />ii. Beginning and ending dates fin- services <br />in. CITY Project and/or Task Orde-rmmnber 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. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached <br />hereto and incorporated into this Agreement by reference. <br />b. Bach undersigned represents and warrant, that its signature herein below has the power, <br />authorily and night to bind their respective parties to each of Lhe leans of this Agreement, <br />and shall indemnify CITY fully, including reasonable costs and attonnev's fees, liar any <br />injuries or damages to CITY in the event that such authority or powct is not, in fact, held <br />by the signatory or is withdrawn. <br />C. All Exhibits referi-rrecd herein and attached hereto shall be incorporated as if fully set forth <br />in the body of this Agreement. <br />City Council <br />24 — 8 4/20/2021 <br />Page 6 of 8 <br />