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