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16. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES CONSULTANT shall, throughout the tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. CONSULTANT shall notify the CITY i:tunediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. PAYMENT'S & INVOICES a. Payment by CITY shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures. CITY shall retain ten percent (10 %) of the invoice amount from each payment until the completed PROJECT has been accepted by the CITY. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. b. Invoices should be submitted on the 15th of each month and shall include the following information at a minimum: i. CONSULTANT's invoice number and CITY's agreement number ii. Beginning and ending dates for services iii. CITY Project and /or Task Order number and/or name (if applicable) iv. Work site address /location (if applicable) v. Tasks or deliverables completed and percentage ( %) of total services completed. vi. Remaining Overall and Task Order budget available 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 6of8 20A -10