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12. TERMINATION <br />This Agreement may be terminated by the City with thirty (30) days written notice. In <br />such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation <br />for all services performed by Consultant prior to receipt of such notice of termination, subject to the <br />following conditions: <br />a. As a condition of such payment, the Police Chief may require Consultant to deliver to the <br />City all work product completed as of such date, and in such case such work product shall be the <br />property of the City unless prohibited by law, and Consultant consents to the City's use thereof for <br />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 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 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, and of any <br />other political subdivision, agency, or instrumentality exercising jurisdiction over the City. <br />16. MISCELLANEOUS PROVISIONS <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 of this Agreement, and shall <br />25C -8 <br />