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<br />compliance with applicable legal requirements. Because Counsel will be acting as an <br />independent contractor, the City assumes no responsibility for such compliance by <br />Counsel. <br />12. Liability. Counsel agrees to provide a defense and pay any damages and costs for <br />any liability or claim of whatever nature arising in any way out of this Agreement, which <br />is caused by any negligent or wrongful act or omission of Counsel or Counsel's officers, <br />agents or employees. <br />13. Nondiscrimination. Counsel agrees not to discriminate against any employee, <br />applicant for employment, or potential subcontractor or supplier because of race, color, <br />religion, sex, age, national origin, handicap, or veteran's status. Counsel agrees to <br />comply with all applicable state and federal laws with regard to equal employment <br />opportunity. <br />14. Termination or Suspension. The City reserves the exclusive right to terminate or <br />suspend all or any portion of the legal services by giving fourteen (14) days written <br />notice to Counsel. If any portion of the project shall be terminated or suspended, the City <br />shall pay Counsel equitably for all services properly performed pursuant to this <br />Agreement. Upon termination, Counsel shall immediately deliver to the City any <br />documents then in existence that has been prepared by Counsel pursuant to this <br />Agreement. <br />15. Assignment and Subcontracts. Counsel may not assign this Agreement or any right <br />or liability or enter into any subcontract or amend any subcontract without prior written <br />consent of the City's Representative. <br />16. Venue and Governing Law, This Agreement shall be deemed performable in the <br />City of North Olmsted and the County of Cuyahoga, notwithstanding that the parties may <br />find it necessary to take some action outside the City and County. Venue for any dispute <br />resulting in litigation shall be in a court of competent jurisdiction located in Cuyahoga <br />County. This Agreement shall be governed by and construed under the laws of the State <br />of Ohio. <br />17. Notice. All notices required or given under this Agreement shall be in writing, and <br />shall be deemed effective: (a) when delivered personally to the other party; or (b) seven <br />days after posting in the United States mail, first-class postage prepaid, properly <br />addressed as follows; or (c) when sent by facsimile transmission and receipt is confirmed <br />by return facsimile transmission. <br />If to COUNSEL: <br />