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attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the <br />negligent or wrongful acts, errors or omissions of DI, its officers, directors, employees, agents, <br />subcontractors and suppliers arising out of DI's performance of this Amended Agreement. <br />DI shall ensure that the private security firm shall provide insurance and indemnity in favor of <br />the City of Santa Ana in amounts and terms approved by the City Attorney prior to undertaking <br />in any work. <br />VII. CONTINUING OBLIGATIONS <br />DI's obligations and responsibilities set forth in this paragraph, and in paragraphs II and IX of this <br />Amended Agreement, shall not be affected by the termination of this Amended Agreement and shall <br />survive the date of termination of this Amended Agreement for such period of time as City deems <br />necessary for the responsibilities, duties and obligations to be performed and completed to the <br />satisfaction of City. <br />VIII. TERMINATION <br />A. This Amended 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 all <br />unexpended funds to the effective date of termination. <br />B. This Amended Agreement may be suspended or terminated by City upon five (5) days' <br />written notice for violation by DI of the terms and conditions of the this Amended <br />Agreement or 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 effective <br />date of suspension or termination. <br />IX. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Amended Agreement supersedes the Original Agreement and all other agreements, either <br />oral or in writing, between the parties hereto with respect to the use of BID funds DI and <br />contains all the covenants and agreements between the parties with respect to such employment <br />in any manner whatsoever. Each party to this Amended Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any party, or anyone acting on behalf of any party, which are not embodied herein, and that no <br />other agreement or amendment hereto shall be effective unless executed in writing and signed by <br />both City and Dl. <br />4 <br />