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10. EXCLUSIVITY AND AMENDMENT: This Agreement represents the complete and <br />exclusive statement between the City and Delhi regarding the subject matter herein, and supersedes <br />any and all other agreements, oral or written, between the Parties regarding the use of the Facilities. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the Parties. <br />11. ASSIGNMENT: AXON may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, transfer, delegation <br />or subcontract without the City's prior written consent shall be considered null and void. AXON <br />shall not allow any other person or entity to use the Facilities without the prior written consent of <br />City. <br />12. NONDISCRIMINATION: City shall not discriminate in the course of its activities in or <br />about the Facilities on the basis of race, color, disability, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, disability, or any other basis prohibited by law. <br />13. JURISDICTION — VENUE: This Agreement has been executed and delivered in the <br />State of California and the validity, interpretation, performance, and enforcement of any of the <br />clauses of this 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 action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. <br />14. AUTHORITY: Each undersigned represents and warrants that its signature herein below <br />has the power, authority and right to bind their respective Parties to each of the terms of this <br />Agreement. <br />ATTEST: <br />CITY OF SANTA ANA <br />�44 <br />NORMA MITRE ', <br />KRYSTERID E <br />Acting Clerk of the Council <br />City Manager <br />[signatures continued on next page] <br />