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Vendor or the City, both parties must mutually agree as to whether or not to relocate the vending machines. If the Executive Director of Parks, Recreation, and Community Services Agency, or their designee, agrees that relocation is necessary, he/she has the authority to exercise discretion as to the most appropriate new location for placement of said vending machine on behalf of the City. An updated list evidencing the placement of the vending machines shall be kept by the Executive Director. 7. DEFAULT AND TERMINATION: This Agreement may be terminated by the City with thirty (30) days' notice to the Vendor. Vendor may terminate this Agreement if City materially fails to perform or comply with this Agreement or any provision hereof. Vendor may cancel the Agreement by sending a Non - Compliance Notice describing the non-compliance to the City. Upon receipt of such Non - Compliance Notice, the City shall have thirty (30) days from the date of such notice to cure any such non-compliance. If such non-compliance is not cured within the required thirty (30) day period, Vendor shall have the right to cancel this Agreement. The rights of termination referred to herein are not intended to be exclusive and are in addition to any other rights available to either party in law or in equity. 8. RIGHTS UPON TERMINATION Upon termination of this Agreement by either party, City shall permit Vendor reasonable access to the Premises free from any claims of trespass, for the purpose of removing any vending machines within thirty (30) days from termination of this Agreement. Until such time as all vending machines are removed, each party's obligations shall continue as set forth in section 3 and 4. Vendor shall use its best efforts to leave each of the vending sites within the Premises in the condition in which it existed prior to installation, excepting reasonable wear and tear. 9. ENTIRE AGREEMENT This Agreement contains the entire understanding and agreement between the parties hereto regarding the rights and responsibilities pertaining to vending machines on the Premises and supersedes all other agreements between the parties respecting such. This Agreement may be amended or modified only by written agreement, signed by each of the parties. 10. INDEMNIFICATION Vendor shall indemnify, defend, and hold harmless the City of Santa Ana, its officers, agents, employees, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with Vendor's use of the Premises, except those which arise out of an alleged dangerous/defective condition of the Premises unrelated to the services provided in this Agreement or due to the sole negligence of the City. 3