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TO DI: Downtown, Incorporated 305 East 4t' Street, Suite 201 Santa Ana, California 92701 Attn: Robert C. Stewart V. ASSIGNABILITY DI shall not assign nor transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of City. VI. HOLD HARMLESS; INSURANCE DI shall indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of DI, its officers, directors, employees, agents, subcontractors and suppliers arising out of DI's performance of this Agreement. DI shall ensure that the private security firm shall provide insurance and indemnity in favor of the City of Santa Ana in amounts and terms approved by the City Attorney prior to undertaking in any work. VII. CONTINUING OBLIGATIONS DI's obligations and responsibilities set forth in this paragraph, and in paragraphs II and IX of this Agreement, shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as City deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of City. VIII. TERMINATION A. This Agreement maybe terminated on thirty (30) days' written notice by either party. In the event of such termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of termination. B. This Agreement may be suspended or terminated by City upon five (5) days' written notice for violation by DI of the terms and conditions of the this agreement or applicable City or State requirements. In the event of such suspension or termination, City shall be entitled to reimbursement for all unexpended funds to the effective date of suspension or termination. IX. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of BID funds DI and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied