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of City, the Event or any part thereof is prevented from being held or is cancelled by City, City,
<br />in its sole discretion, shall determine and refund to the Partner its proportionate share of the
<br />balance of the aggregate partner fees received that remain after deducting actual expenses
<br />incurred by City. In no case shall the amount of the refund to the Partner exceed the amount of
<br />the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and
<br />appropriate and in such event, shall refund to the Partner the applicable share of Partner fees
<br />applicable to such cancelled portion of the Event.
<br />b. Cancellation by the Partner will be accepted only in writing. In the event of
<br />cancellation by Partner, not due to an event in section 13(a) of this Agreement or City's breach
<br />of this Agreement, Partner will remain obligated for 100% of the partnership fee, and City will
<br />retain the right to seek and retain an alternate partner in City's sole discretion.
<br />14. NONDISCRIMINATION
<br />Partner 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 any activities in connection with this Agreement. Partner
<br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />15. 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 />16. PROFESSIONAL LICENSES
<br />Partner shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, 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. Partner shall notify the City immediately 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 />17. 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
<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.
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