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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 <br />determined and governed by the laws of the State of California. Both parties further agree that Orange <br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, <br />in connection with or by reason of this Agreement. <br />12. PROFESSIONAL LICENSES <br />Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required <br />by the laws and regulations of the United States, the State of California, the City of Santa Ana and all <br />other governmental agencies. Consultant shall notify the City immediately and in writing of its inability <br />to obtain or maintain such permits, Licenses, approvals, waivers, and exemptions. Said inability shall be <br />cause for termination of this Agreement. <br />18. PAYMENTS & INVOICES <br />a. Payment by City shall be made within 45 days (forty-five) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. City <br />shall retain ten percent (10%) of the invoice amount from each payment until the <br />completed Project has been accepted by the City. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may <br />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 minimurn: <br />is Consultant's invoice number 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. Worksite 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 />It. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached <br />hereto and incorporated into this Agreement by reference. <br />b. 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 />C. All Exhibits referenced herein and attached hereto shall be incorporated as if filly set <br />forth in the body of this Agreement. <br />Page 6 of 8 <br />