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conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
<br />terms and conditions hereof, shall not bind or obligate Event Producer or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
<br />embodied herein.
<br />34. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Event Producer,
<br />Event Producer 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 the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject to this Agreement
<br />performed by City personnel or by other Event Producers retained by City at its cost and expense.
<br />35. TERMINATION
<br />This Agreement may not be terminated by either party unless the other is in material breach of
<br />the Agreement and then only after providing fifteen (15) calendar days' notice to the other and allowing
<br />the other the right to cure the alleged default. A material default is defined as an act or omission that
<br />would materially jeopardize the success of the Festival including but not limited to failing to provide the
<br />required documents pursuant to the time frames in this agreement and failure to adhere to any of the
<br />terms of this agreement. A material default shall also include any action that will damage the image
<br />and/or reputation of the City. Prior to delivering a notice of default, the parties shall first discuss the
<br />nature of the default and to the extent necessary, work together to remedy the default or provide an
<br />alternative means of performance that is reasonably acceptable to each party. Each party recognizes
<br />that the other will have a substantial investment of time and money in performing this Agreement.
<br />36. DISCRIMINATION
<br />Event Producer 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 applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment related
<br />activities. Event Producer affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />37. JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California. Both parties further agree that Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
<br />38. PROFESSIONAL LICENSES
<br />Event Producer shall, throughout the term of this Agreement, maintain all necessary
<br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the
<br />services hereunder and required by the laws and regulations of the United States, the
<br />State of California, the City of Santa Ana and all other governmental agencies. Event
<br />Producer shall notify the City immediately and in writing of its inability to obtain or
<br />maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall
<br />be cause for termination of this Agreement.
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