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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, Partner will remain obligated for 100% of the partnership fee, and City <br /> will 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 affirms <br /> that it is an equal opportunity employer and shall comply with all applicable federal,state and local <br /> laws and regulations. <br /> 15. JURISDICTION- VENUE <br /> This Agreement has been executed and delivered in the State of California and the validity, <br /> interpretation, performance, and enforcement of any of the clauses of this Agreement shall be <br /> determined and governed by the laws of the State of California. Both parties further agree that <br /> Orange County, California, shall be the venue for any action or proceeding that may be brought <br /> 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, permits, <br /> approvals, waivers, and exemptions necessary hereunder and required by the laws and regulations of <br /> the United States, the State of California, the City of Santa Ana and all other governmental agencies. <br /> Partner shall notify the City immediately and in writing of its inability to obtain or maintain such <br /> permits, licenses,approvals, waivers, and exemptions. Said inability shall be cause for termination <br /> of this Agreement. <br /> 17. MISCELLANEOUS PROVISIONS <br /> a. Fach undersigned represents and warrants that its signature below has the power,authority <br /> and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify <br /> City fully, including reasonable costs and attorney's fees, for any injuries or darnages to City in the <br /> 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 forth <br /> in the body of this Agreement. <br /> Page 5 of 6 <br />