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appropriate and in such event, shall refund to the Partner the applicable share of Partner fees <br />applicable to such cancelled portion of the Event. <br />b. Cancellation by the Partner will be accepted only in writing. In the event of <br />cancellation by Partner, not due to an event in section 13(a) of this Agreement or City's breach <br />of this Agreement, Partner will remain obligated for 100% of the partnership fee, and City will <br />retain the right to seek and retain an alternate partner in City's sole discretion. <br />14. NONDISCRIMINATION <br />Partner 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 or any activities in connection with this Agreement. Partner <br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, state <br />and local laws and 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 />Partner shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary hereunder and required 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. Partner shall notify the City immediately and in writing of its inability <br />to 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 <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />Page 5 of 6 <br />