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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 />17. 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 govermnental 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 &c 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. <br />Payment need not be made for work which fails to meet the standards of performance set <br />forth in 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 />V. Consultant's invoice number and City's agreement number <br />vi. Beginning and ending dates for services <br />vii. City Project and/or Task Order number and /or name (if applicable) <br />viii. Work site address/location (if applicable) <br />ix. Tasks or deliverables completed and percentage ( %) of total services completed. <br />X. 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. 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 fully set <br />forth in the body of this Agreement. <br />IDS aroup_Agreement <br />25C -40 <br />Page 6 of 8 <br />