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12. TERdIINATION
<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 uid 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 herembelow has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
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