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addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to
<br />have been given twonty-four (24) hours after the time set forth on the transmission report issued
<br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
<br />these time frames, weekends, federal, state, County or City holidays shall be excluded.
<br />10. EXCLUSIVPI'Y AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City kind
<br />Sponsor regarding the subject matter herein, and supersedes any and all other agreements, oral or
<br />written, between the parties. In the event of a conflict between the terms of this Agreement and
<br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />Sponsor. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that tune inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Sponsor or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, ]cave been made by
<br />any party, or anyone acting on behalf of any 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 considerer] 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 Events or any pat thereof are prevented from being held or are canceled by City, City,
<br />in 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. In no case shall the amount 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 />Events 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 fee, and City will retain
<br />the right to seek and retain tin alternate sponsor in City's sole discretion.
<br />13. NONDISCRIMINATION
<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
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