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other Vendor retained by City. <br />X.TERMINATION <br />a. The City reserves the right to terminate the contract as follows: <br />In the event Vendor fails or refuses to timely perform any of the provisions of this <br />agreement in the manner required, or if Vendor violates any provision of this <br />agreement, Vendor shall be deemed in default. City shall provide written notice <br />of such default to Vendor's project manager. Vendor shall cure said default <br />within a period of two (2) working days. If such cure is not completed in a timely <br />manner, City may terminate the agreement forthwith by giving written notice to <br />Vendor's project manager. City may, in addition to the other remedies provided <br />in this Agreement or authorized by law, terminate this Agreement by giving <br />written notice of termination. Vendor shall be responsible for all costs incurred by <br />City, including replacement costs of equipment and labor required to provide <br />service during Vendor's default. In the event of such termination for cause, City <br />shall pay Vendor that portion of compensation specified in the Agreement that is <br />earned and unpaid prior to the effective date of termination. Vendor shall not be <br />entitled to any compensation for lost profits it terminated for cause. <br />2. This agreement may be terminated without cause by City upon thirty (30) <br />days written notice delivered to Vendor either personally or by mail. Upon <br />termination, City shall pay to Vendor that portion of compensation <br />specified in the agreement that is earned and unpaid prior to the effective <br />date of termination. <br />3. In addition to, or in lieu of, remedies provided in this agreement or <br />pursuant to law, City shall have the right to withhold all or a portion of <br />Vendor's compensation for contract services if, in the judgment of the City <br />project manager, the level of service falls below appropriate standards <br />and /or Vendor fails to satisfactorily perform contract services. City shall <br />have the right to retain funds withheld until the project manager <br />determines that contract services are performed in conformance with this <br />Agreement. <br />XI. DISCRIMINATION <br />Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, <br />termination or other employment related activities. Vendor affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, State and local laws <br />and regulations. <br />XII.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 <br />Agreement shall be determined and governed by the laws of the State of California. <br />Both parties further agree that Orange County, California, shall be the venue for any <br />