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bind or obligate Sponsor or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, which are not embodied
<br />herein.
<br />M ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />Sponsor, Sponsor may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer,
<br />delegation or subcontract without the City's prior written consent shall be considered null
<br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have
<br />any of the services, which are the subject to this Agreement performed by City personnel
<br />or by other Sponsors retained by City.
<br />12. CANCELLATION OR TERMINATION
<br />If, because of war, fire, strike, civil strife, government regulation, natural
<br />catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the
<br />reasonable control of City, the Event or any part thereof is prevented from being held or is
<br />cancelled by City, City, in its sole discretion, shall determine and refund to the Sponsor its
<br />proportionate share of the balance of the aggregate sponsor fees received that remain
<br />after deducting expenses incurred by City and reasonable compensation to City. In no case
<br />shall the amount of the refund to the Sponsor exceed the amount of the fee paid. City
<br />reserves the right to cancel any portion of the Event, as it deems necessary and
<br />appropriate.
<br />Cancellation by the Sponsor will be accepted only in writing. In the event of
<br />cancellation by Sponsor, Sponsor will remain obligated for i00% of the sponsorship fee,
<br />and City will retain the right to seek and retain an alternate sponsor in City's sole
<br />discretion.
<br />13. NONDISCRIMINATION
<br />Sponsor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization,
<br />promotion, termination or other employment related activities or any activities in
<br />connection with this Agreement. Sponsor affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and'segulations.
<br />14. 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 laces of the State of California. Both
<br />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
<br />Agreement.
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