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DocuSign Envelope ID: C14BD915-6E21-4FB5-BD98-600CAA504444
<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 cancelled by City, City
<br />shall determine and refund to the Sponsor its proportionate share of the balance of the aggregate
<br />sponsor fees received that remain after deducting expenses incurred by City and reasonable
<br />compensation to City. In no case shall the amount of the refund to the Sponsor exceed the
<br />amount of the fee paid. Cancellation by the Sponsor will be accepted only in writing. In the
<br />event of cancellation by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee,
<br />and City will retain the right to seek and retain an 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, tennination or other
<br />employment related activities or any activities in connection with this Agreement, Sponsor
<br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />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.
<br />15. PROFESSIONAL LICENSES
<br />Sponsor shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />pen -nits, approvals, waivers, and exemptions necessary hereunder and required by the laws and
<br />regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Sponsor shall notify the City irmnediately and in writing of its inability
<br />to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
<br />shall be cause for termination of this Agreement.
<br />16. MISCELLANEOUS PROVISIONS
<br />a. Each undersigned represents and warrants that its signature below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
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