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Sponsor, The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />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 made by <br />any party, or anyone acting on behalf of any party, which are not embodied herein. <br />13. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Sponsor, <br />Sponsor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services, which are the subject to <br />this Agreement performed by City personnel or by other Sponsors retained by City. <br />14. CANCELLLATION OR TERMINATION <br />If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an <br />act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of <br />City, the Event or any part thereof is prevented from being held or is cancelled by City, City, in <br />its sole discretion, shall determine whether, based upon in part on whether Sponsor had delivered <br />on Sponsor's obligations tinder this Agreement, and how to compensate Sponsor, if at all, for any <br />loss of Sponsorship opportunity. City reserves the right to cancel any portion of the Event, as it <br />deems necessary and appropriate. <br />Cancellation by the Sponsor will be accepted only in writing. In the event of cancellation <br />by Sponsor, Sponsor will remain obligated for 100% of the sponsorship obligations, <br />15. NONDISCRIMINATION <br />Sponsor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or <br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the-r ceruiitment aolecuoon, teaching,_ training, utilization, promotion termination or <br />other employment related activities or any services provided under this Agreement. Contractor affirms <br />that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws <br />and regulations. <br />16, 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 Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />#85200 <br />