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City and reasonable compensation to City. In no case shall the amount of the refund to the <br /> Partner exceed the amount of the fee paid. City reserves the right to cancel any portion of the <br /> Event as it deems necessary and appropriate. <br /> b. Cancellation by the Partner will be accepted only in writing. In the event of <br /> cancellation by Partner, Partner will remain obligated for 100% of the partnership fee, and City <br /> will 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. <br /> b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br /> forth in the body of this Agreement. <br /> [signatures appear on following pagel <br /> Page 7 of 8 <br />