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<br />8. EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement represents the complete and exclusive
<br />statement between the City and PROMOTER, and supersedes any and
<br />all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and
<br />any attachments hereto, the terms of this Agreement shall
<br />prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative
<br />of PROMOTER. The parties agree that any terms or conditions of
<br />any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall
<br />not bind or obligate PROMOTER nor the City. Each party to this
<br />Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any party, which are not
<br />embodied herein.
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<br />9. DISCRIMINATION
<br />
<br />PROMOTER shall not discriminate because of race, color,
<br />creed, religion, sex, marital status, sexual orientation, age,
<br />national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection,
<br />training, utilization, promotion, termination or other employment
<br />related activities. PROMOTER affirms that it is an equal
<br />opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />
<br />10. JURISDICTION - VENUE
<br />
<br />This Agreement and all questions relating to its validity,
<br />interpretation, performance, and enforcement shall be government
<br />and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the
<br />State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this
<br />Agreement shall be determined and governed by the laws of the
<br />State of California. Both parties further agree that Orange
<br />County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />
<br />11. HOLD HARMLESS CLAUSE
<br />
<br />PROMOTER shall defend, indemnify and save harmless CITY, its
<br />officers, agents, volunteers and employees, against any and all
<br />damages to property, or injuries to or death of any person, or
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