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10. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Sponsor, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Sponsor. The parties agree
<br />that any terms or conditions of any purchase order or other instrument that are inconsistent with,
<br />or in addition to, the terms and conditions hereof, shall not bind or obligate Sponsor or the City,
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />party, which are not embodied herein,
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Sponsor,
<br />Sponsor may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other Sponsors retained by City.
<br />12. CANCELLLATION OR TERMINATION
<br />If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an
<br />act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of
<br />City, the Event or any part thereof is prevented from being held or is canceled by City, City, in
<br />its sole discretion, shall determine and refund to the Sponsor its proportionate share of the
<br />balance of the aggregate sponsor fees received that remain after deducting expenses incurred by
<br />City and reasonable compensation to City, hi no case shall the annotimt of the refund to the
<br />Sponsor exceed the amount of the fee paid. City reserves the right to cancel any portion of the
<br />event as it deems necessary and appropriate,
<br />Cancellation by the Sponsor will be accepted only in writing. In the event of cancellation
<br />by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fees.
<br />13. DISCRIMINATION
<br />Sponsor 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. Sponsor affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />14. 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.
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