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24. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Promoter,
<br />Promoter 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 shall
<br />be construed to limit the City's ability to have any of the services which are the subject to this
<br />Agreement performed by City personnet or by other operators retained by City.
<br />25, NON - DISCRIMINATION
<br />Promoter 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 or in connection with any activities under this Agreement.
<br />Promoter affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />26. 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 be
<br />brought or arise out of, in connection with or by reason of this Agreement.
<br />27. PROFESSIONAL LICENSES
<br />Promoter shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Promoter shall notify the City immediately and
<br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for immediate termination of this Agreement.
<br />28. BINDING ON HEIRS AND SUCCESSORS
<br />This Agreement shall be binding on and shall inure to the benefit of the heirs, executors,
<br />administrators, successors, and assigns of the parties hereto. The provisions of this Section shall
<br />not be deemed to be a waiver of any of the conditions against assignment set forth herein.
<br />24. SURVIVAL
<br />Terms and conditions of this Agreement, which by their sense and context survive the
<br />termination, or expiration of this Agreement, shall so survive.
<br />A. Each undersigned represents and warrants that its signature herembelow has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall
<br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
<br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
<br />B. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
<br />forth in the body of this Agreement.
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