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Exhibit 1
<br />10. NON-DISCRIMINATION
<br />Grantor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Grantor affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Grantor, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by Waitten instrument
<br />signed by the City and by an authorized representative of Grantor. The parties agree that any terms
<br />or conditions of any document that are inconsistent with, or in addition to, the terms and conditions
<br />hereof, shall not bind or obligate Grantor or the City. Each party to this Agreement acknowledges
<br />that no representations, inducements, promises or agreements, oral ly or otherwise, have been made
<br />by any party, or anyone acting on behalf of any party, which is not embodied herein.
<br />12. TERMINATION
<br />This Agreement may be terminated by either Grantor or the City for good cause.
<br />A. Good cause shall include:
<br />1) The other Party (1) entering voluntarily into liquidation, or at any time prior to the
<br />expiration of the term of this Agreement, ceasing to carry on business for whatever
<br />reason, or (2) breach of any material term of this Agreement that is not cured within
<br />thirty (30) days of written notice of such breach by the other Party;
<br />2) The other Party files for bankruptcy or the Party's assets are subject to foreclosure
<br />proceedings that are not cancelled within four (4) weeks; and/or
<br />3) There is a significant deterioration in the other Party's financial situation.
<br />B. Notice of termination insist be made in writing to the address set forth in this Agreement.
<br />C. City acknowledges that Grantor and the Replay partners have invested substantial time and
<br />money in the development of Lay's Replay pitch. In the event that City terminates this
<br />Agreement prior to the end of the term, City understands that Grantor and its partners will
<br />in turn assess whether the investment period has reached its maturity and breakeven point,
<br />including a cost analysis. Grantor and the Replay partners will determine whether the
<br />Pitch, its amenities, its branding, and its visible logos will remain intact in their intended
<br />form on the provided location of the Pitch or whether it would be dismantled to serve its
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