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12. TERMINATION <br />This Agreement maybe terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor <br />compensation for all services performed by Contractor prior to receipt of such notice of termination, <br />subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require Contractor to deliver <br />to the City all work product completed as of such date, and in such case such work product shall be <br />the property of the City unless prohibited by law, and Contractor consents to the City's use thereof <br />for such purposes as the City deems appropriate. <br />b. Payment need not be made for work which fails to meet the standard of performance <br />specified in the Recitals of this Agreement. <br />13. DISCRIMINATION <br />Contractor 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. Contractor affirms that it is an equal opportunity employer <br />and shall comply with all applicable federal, state and 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 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 />15. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS <br />Contractor shall carry out all services pursuant to this Agreement in substantial <br />conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and <br />decrees of the United States, the State of California, the County of Orange, the City of Santa <br />Ana, and of any other political subdivision, agency, or instrumentality exercising jurisdiction <br />over the City, including all applicable federal, state, and local occupation, safety and health laws, <br />rules, regulations and standards, applicable state and labor standards, prevailing wage <br />requirements, the City zoning and development standards, City permits and approvals, building, <br />plumbing, mechanical and electrical codes, as they map apply, and all other provisions of the <br />City and its Municipal Code (as they may apply), and all applicable disabled and handicapped <br />access requirements. <br />251-8 <br />