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16. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in 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
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. City shall be entitled to terminate this Agreement upon written notice
<br />in the event of said inability.
<br />18. LIMITATIONS ON DAMAGES AND ACTIONS
<br />Each party agrees that the other party, its affiliates, agents and subcontractors, and each
<br />of their partners, principals or other personnel shall not be liable for any actions, damages,
<br />claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the services
<br />performed hereunder for an aggregate amount in excess of (i) in the case of Consultant, the fees
<br />paid by City to Consultant hereunder, or (ii) in the case of City the fees paid and payable to
<br />Consultant by City hereunder. In no event shall either party, its affiliates, agents or
<br />subcontractors or any of their partners, principals or other personnel be liable for consequential,
<br />special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses
<br />(including, without limitation, lost profits and opportunity costs) nor shall they be liable for any
<br />claim or demand against the other party by any third party.
<br />No action, regardless of form, arising under or relating to this Agreement, may be
<br />brought by either party more than one year after the cause of action has accrued, except that an
<br />action for non-payment of any invoice may be brought by a party not later than one year
<br />following the date of the last payment due to such party on any invoice hereunder.
<br />19. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature hereinbelow has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement.
<br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreement.
<br />c. For the purposes of these terms, "Consultant' shall mean Deloitte Consulting LLP and
<br />its subsidiaries, successors and assigns.
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