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other Vendor retained by City. X,TERMINATION a. The City reserves the right to terminate the contract as follows: In the event Vendor falls or refuses to timely perform any of the provisions of this agreement in the manner required, or if Vendor violates any provision of this agreement, Vendor shall be deemed in default. City shall provide written notice of such default to Vendor's project manager. Vendor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the agreement forthwith by giving written notice to Vendor's project manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Vendor shall be responsible for all costs Incurred by City, including replacement costs of equipment and labor required to provide service during Vendor's default. In the event of such termination for cause, City shall pay Vendor that portion of compensation specified In the Agreement that is earned and unpaid prior to the effective date of termination. Vendor shall not be entitled to any compensation for lost profits It terminated for cause. 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to Vendor either personally or by mall. Upon termination, City shall pay to Vendor that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this agreement or pursuant to law, City shall have the right to withhold all or a portion of Vendor's compensation for contract services if, in the judgment of the City project manager, the level of service falls below appropriate standards and /or Vendor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the project manager determines that contract services are performed In conformance with this Agreement. XI, DISC RIMINATION Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, State and local laws and regulations. XII.JURISDICTION —VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any 25D -62