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pursuant to the 1994 Law.Per the 1994 Law,such a resolution may only be adopted if(1)the City Council finds there has been misappropriation of funds,malfeasance, or a violation of law in connection with the management of the SATMD and a noticed hearing on disestablishment is held,or(2)in the thirty(30) day period following the anniversary of the SATMD's formation,business owners paying fifty percent(50%) or more of the assessment file a written protest with the City and a hearing on disestablishment is held. In the event the City disestablishes the SATMD Contractor shall be entitled to retain SATMD revenues only for paying the Contractor's current liabilities of the SATMD. Pursuant to the 1994 Law, Contractor shall refund to City any remaining SATMD revenues or any revenues derived from the sale of assets acquired with SATMD revenues to enable distribution of the revenues to the businesses owners which paid the assessment.Contractor agrees that City has and reserves the right to deny the transfer of SATMD revenues and/or suspend,terminate or abandon the execution of any work by the Contractor in accordance with this agreement for misfeasance, nonfeasance, or gross malfeasance, or criminal conduct as determined by a court of competent jurisdiction. Any retention of SATMD revenues by Contractor shall comply with the 1994 Law. 19. Choice of Law.This Agreement,and any dispute arising from the relationship between the parties hereto,shall be governed by the laws of the State of California.Any litigation arising out of or in connection to this Agreement shall be venued in the County of Orange. 20. Advertising-or Publicity. Contractor shall not use,reproduce or copy the seal of the City and shall not represent the City in an official capacity as spokesperson or officer or agent or use the name City of Santa Ana, or the names of the City's officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of the City in each instance unless set forth in this Agreement.Nothing in this section prohibits Contractor from using the name Santa Ana Tourism Marketing District or City of Santa Ana for regional identification for promotion and marketing of the SATMD. 21. Entire Agreement. This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between City and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments.This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral,between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. This Agreement may not be modified except by a written document signed by both parties. 22. Modification of Agreement. This Agreement may be supplemented,amended or modified only by mutual agreement of the parties; however, this Agreement shall be subject to any amendments to the SATMD Management District Plan adopted by the City Council pursuant to the 1994 Law.No supplement, amendment or modification of this Agreement, except for a duly adopted amendment to the SATMD Management District Plan,shall be binding unless it is in writing and signed by authorized representatives of both parties, 23. Assurance of Performance. If at any time the City has good objective cause to believe Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete services as required by this Agreement, City may request from Contractor prompt written 9