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11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services ofSponsor,
<br />Sponsor 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
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have tiny of the services which are the subject to
<br />this Agreement performed by City personnel or by other Sponsors retained by City,
<br />12. CANCELLATION OR TERMINATION
<br />If, because of war, Eire, strike, civil strife, government regulation, natural catastrophe, an
<br />act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of
<br />City, the Event or any part thereof is prevented from being held or is cancelled by City, City, In
<br />its sole discretion, shall determine and refund to the Sponsor its proportionate share of the
<br />balance of the aggregate sponsor fees received that remain atter deducting expeinseg incurred by
<br />City and reasonable compensation to City. In no case shall the amount of the refund to the
<br />Sponsor 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 />Cancellation by the Sponsor will be accepted only in writing, In the evetit ofcane ellat€tan
<br />by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will retain
<br />the right to seely and retain an alternate sponsor in City's sole discretion,
<br />13. NONDISCRIMINATION
<br />Sponsor shall not discriminate because of race, color, deed, religion, stat, marital atanist
<br />sexual orientation, age, national origin, aneestry, 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 in connection with any activities under this Agreottiont. Sponsor
<br />afflrtns that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />14. 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 Calif6mia, Eofh pat #es 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 />15. PROFESSIONAL LICENSES
<br />Sponsor shall, throughout the term ofthis Agreement, maintain all necessary lietifus,
<br />permits, approvals, waivers, and exemptions necessary hereunder and required by this laws and
<br />regulations of the United States, the State of California, the City of Santa Ana and all other
<br />governmental agencies. Sponsor 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.
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