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28. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Promoter, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, including the RFP, the terms of <br />this Agreement shall prevail. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of Promoter. Each party to this Agreement acknowledges <br />that no representations, inducements, promises or agreements, orally or otherwise, have been made by any <br />party, or anyone acting on behalf of any parties, which are not embodied herein. <br />29. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Promoter, Promoter <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of <br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written <br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's <br />ability to have any of the services which are the subject to this Agreement performed by City personnel or <br />by other Promoters retained by City. <br />30. NON-DISCRIMINATION <br />Promoter shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. <br />Promoter affirms that it is an equal opportunity employer and shall comply with all applicable federal, <br />state and local laws and regulations. <br />31. 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 determined <br />and governed by the laws of the State of California. Both parties further agree that Orange County, <br />California, shall be the venue for any action or proceeding that may be brought or arise out of, in <br />connection with or by reason of this Agreement. <br />32. ATTORNEY'S FEES <br />Except as otherwise provided in this Agreement, in the event suit is brought by either party to <br />enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall <br />bear its own attorney's fees. <br />33. PROFESSIONAL LICENSES <br />Promoter shall, throughout the term of this Agreement, maintain all necessary licenses, permits, <br />approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by <br />the laws and regulations of the United States, the State of California, the City of Santa Ana and all other <br />governmental agencies. Promoter shall notify the City immediately and in writing of her inability to <br />obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be <br />cause for termination of this Agreement. <br />9 <br />