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13. TERMINATION FOR CONVENIENCE
<br />a. In addition to the foregoing right to terminate for default set forth in section 12,
<br />the City reserves the absolute right to terminate this Agreement without cause, upon 30 days
<br />written notice to Contractor, In the event of termination without cause, Contractor shall be
<br />entitled to payment in an amount which shall be calculated as follows: (1) payment for Services
<br />then satisfactorily completed and accepted by the City, phis (2) payment for Additional Work
<br />satisfactorily completed and accepted by the City, plus (3) reimbursable expenses actually
<br />incurred by Contractor, as approved by the City. The amount of any payment made to
<br />Contractor prior to the date of termination of this Agreement shall be deduced from the amounts
<br />described in (1), (2), and (3) above, Contractor shall not be entitled to any claim or lien against
<br />the City or the Project for any additional compensation or damages in the event of such
<br />termination and payment.
<br />b. If this Agreement is terminated by the City for default and it is later determined
<br />that the default termination was wrongful, such termination automatically shall be converted to
<br />and treated as a termination for convenience under this Section and Contractor shall be entitled
<br />to receive only the amounts payable hereunder in the event of a termination for convenience,
<br />C. As a condition of such payment, the Police Chief may require Consultant to deliver
<br />to the City all work product completed as of such elate, and in such case such worlc product shall be
<br />tine property of the City unless prohibited by law, and Consultant consents to the City's use thereof
<br />for such purposes as the City deems appropriate,
<br />d. Payment need not be made for work which fails to moot the standard of performance
<br />specified, in the Recitals of this Agreement,
<br />14. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creod, 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 affrrxns that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />15. ,ILTRISDICTJON - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be governed and construed in accordance with the laws of the State of
<br />California. 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 tliat 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.
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