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13. CANCELLLATION OR TERMINATION
<br />a—If;because-of-war fire, -strike, -civil -strife -government regulation, -natural -catastrophe,
<br />an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control
<br />of City, the Event or any part thereof is prevented from being held or is cancelled by City, City,
<br />in its sole discretion, shall determine and refund to GM its proportionate share of the balance of
<br />the aggregate partner fees received that remain after deducting expenses incurred by City and
<br />reasonable compensation to City. In no case shall the amount of the refund to GM exceed the
<br />amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems
<br />necessary and appropriate.
<br />b. Cancellation by GM will be accepted only in writing. In the event of cancellation by
<br />GM, GM will remain obligated for 100% of the fee, and City will retain the right to seek and
<br />retain an alternate in City's sole discretion.
<br />14. NONDISCRIMINATION
<br />GM 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 by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities in connection with this Agreement. GM affirms that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />15. 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 />16. PROFESSIONAL LICENSES
<br />GM shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary hereunder and.requhed by the laws and
<br />regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. GM shall notify the City immediately and in writing of its inability to
<br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
<br />shall be cause for termination of this Agreement.
<br />17. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
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