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orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which is not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. In granting or denying such approval, the City shall consider the professional, <br />technical and financial ability of the assignee to perform the services required of the <br />Consultant. Notwithstanding the foregoing, (i) Consultant may assign, hypothecate, <br />and/or factor the Consultant Lease Fees for the purpose of financing Consultant's <br />business without the consent of the City provided that any terms of such assignments <br />shall not in any way affect or restrict the City's rights and obligations regarding payment <br />of the Consultant Lease Fees, and, (ii) Consultant may use assistants, sub-contractors and <br />sub-consultants, under its direct supervision to perform some of the services under this <br />Agreement subject to reasonable approval by the Staff Contact and at Consultants own <br />cost. <br />12. TERMINATION <br />This Agreement maybe terminated by either party upon thirty (30) days written notice <br />for anon-cured material breach by the other party or a reasonable period of time to cure <br />if the breach cannot reasonably be cured within 30 days. In the event of any termination, <br />Consultant shall be entitled to continue to receive the Consultant Lease Fees for the <br />duration of the New Leases as set forth in Section 2 and the Lockbox Account provisions <br />of Section 2(c) shall survive any such termination, subject to the City's buy-out rights in <br />Section 2 (d) above. <br />13. NON-DISCRIMINATION <br />Consultant shall not discriminate because of race, color, creed, religion, sex, <br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. Consultant affirms that it <br />is an equal opportunity employer and shall comply with all applicable federal, state and <br />local laws and regulations. <br />14. 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 <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />25A-10 <br />