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<br />12. TERMINATION <br /> <br />This Agreement may be terminated by either party upon thirty (30) days written notice for a non- <br />cured material breach by the other party or a reasonable period of time to cure ifthe breach <br />cannot reasonably be cured within 30 days. In the event of any termination, Consultant shall be <br />entitled to continue to receive the Consultant Lease Fees for the duration of the New Leases as <br />set forth in Section 2 and the Lockbox Account provisions of Section 2( c) shall survive any such <br />termination, subject to the City's buy-out rights in Section 2 (d) above. <br /> <br />13. NON-DISCRIMINATION <br /> <br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Consultant affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and local laws and regulations. <br /> <br />14. JURISDICTION - VENUE <br /> <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 /> <br />15. PROFESSIONAL LICENSES <br /> <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. Said inability shall be cause for termination of this Agreement. <br /> <br />16. MISCELLANEOUS PROVISIONS <br /> <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 ofthis Agreement, and shall <br />indenmifY City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <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 /> <br />8 <br />