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24, COMPLIANCE WITH LAWS <br />Promoter shall obtain and maintain a permit issued by the Division of Industrial Safety of the <br />Department of Industrial Relations of the State of California, In addition, Promoter shall, at Promoter's <br />own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all <br />governmental entities, including federal and state, county and municipal, relating to Promoter's use and <br />occupancy of the Park and Carnival Area and Promoter's facilities whether such statute, ordinances, <br />regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of <br />competent jurisdiction, or the admission by Promoter in a proceeding brought against Promoter by any <br />government entity, that Promoter has violated any such statute, ordinance, regulation, or requirement shall <br />be conclusive as between City and Promoter and shall be considered grounds for termination of this <br />Agreement by City. Promoter will obtain all permits and other governmental approvals, required in <br />connection with Promoter's activities hereunder, and update such permits/approvals as necessary. <br />25. 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 Exhibit A, the terms <br />of this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of Promoter. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have <br />been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. <br />26. 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 operators retained by City, <br />27. 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 />28. 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 />