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modifled except by written instrument signed by the City and by an authorized representative of
<br />Sponsor. The patties ngree that any terms or conditions of any purchase order or other
<br />Instrument that are 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, have 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 lite speclallzed services of Sponsor,
<br />Sponsor may not assign, transfer, delegate, or subcontract any interest heroin without tile prior
<br />written consent of the City and tiny such assignment, transfer, delegation or subcoutmot 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 ire the subject to
<br />this Agreement performed by City personnel or by other Sponsors retained by City.
<br />12, CANCE LLLATION OR TERMINATION
<br />If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an
<br />act of terrorism or public enemy, an net of (led, 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, In
<br />Its sole discretion, shall determine and refund to the Sponsor its proportionate share of the
<br />balance of lire 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 refimd 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 tine sponsorship fee, and City will retain
<br />the right to seek and retain nu alternate sponsor in City's sole discretion,
<br />13. NON-DISCRIMINATION
<br />Sponsor shall not discriminate because of race, color, creed, rotation, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, In the recr ltment, selection, twining, utilization, promotion, termination or other
<br />employment related activities or any activities under this Agreement, Sponsor affimns that It [s an
<br />equal opportunity employer and shall comply with all applicable federal, state and local laws laid
<br />regulations.
<br />14. JURISDICTION• VENUE
<br />This Agreement has been executed and delivered in the State of California and tine
<br />validity, interpretation, performance, and enforcement of any of the chases of this Agreement
<br />shall be determined and governed by the laws of the State of California, Both partics ftnther
<br />agree that Orange County, California, shall be the venue for any notion oe proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreoment,
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