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<br />period of time as City deems necessary for the responsibilities, duties and obligations to be <br />performed and completed to the satisfaction of City. <br /> <br />IX. TERMINATION <br /> <br />A. This Agreement may be terminated on thirty (30) days' written notice by either <br />party. In the event of such termination, City shall be entitled to reimbursement for <br />all unexpended funds to the effective date of termination. <br /> <br />B. This Agreement may be suspended or terminated by City upon five (5) days' written <br />notice for violation by DSABC of the terms and conditions of the this agreement or <br />applicable City or State requirements. In the event of such suspension or <br />termination, City shall be entitled to reimbursement for all unexpended funds to the <br />effective date of suspension or termination. <br /> <br />X. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br /> <br />This Agreement supersedes any and all other agreements, either oral or in writing, between <br />the parties hereto with respect to the use of BID or Fiestas funds by DSABC and contains all <br />the covenants and agreements between the parties with respect to such employment in any <br />manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied herein, and that no other <br />agreement or amendment hereto shall be effective unless executed in writing and signed by <br />both City and DSABC. <br /> <br />XI. VALIDITY <br /> <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect <br />the validity of any other provision of this Agreement. <br /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first <br />above written. <br /> <br />A~~~~~7 '. J. <br />6~~-' <br />/ <br />/p A TRICIA E. HEALY <br />/ Clerk of the Council <br /> <br />CITY OF SANTA ANA <br /> <br /> <br />~//~ <br /> <br />DAVID N. REAM <br />City Manager <br /> <br />SIGNATURES CONTINUED <br /> <br />Page 4 of 5 <br />