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reference). Vendor shall provide vending machines at all listed locations. Additional <br />vending machines may periodically be added to the list subject to prior written approval <br />of the Executive Director. Should the proposed locations of the vending machines be <br />found not to be in the best interest of Vendor or the City, both parties must mutually <br />agree as to whether or not to relocate the vending machines. If the Executive Director <br />agrees that relocation is necessary, he/she has the authority to exercise discretion as to the <br />most appropriate new location for placement of said vending machine on behalf of the <br />City. An updated list evidencing the placement of the vending machines shall be kept by <br />the Executive Director. A minimum number of twenty-two (22) vending machines shall <br />be in place, at eleven City approved locations, at all times this Agreement is in effect. <br />7. DEFAULT AND TERMINATION: <br />This Agreement may be terminated by the non -defaulting party if the other party <br />materially fails to perform or comply with this Agreement or any provision hereof. The <br />non -defaulting party may cancel the Agreement by sending a Non -Compliance Notice <br />describing the non-compliance to the non -complying party. Upon receipt of such Non - <br />Compliance Notice, the non -complying party shall have thirty (30) days from the date of <br />such notice to cure any such non-compliance. If such non-compliance is not cured within <br />the required thirty (30) day period, the party providing the Non -Compliance Notice shall <br />have the right to cancel this Agreement. The rights of termination referred to herein are <br />not intended to be exclusive and are in addition to any other rights available to either <br />party in law or in equity. <br />8. RIGHTS UPON TERMINATION <br />Upon termination of this Agreement by either party, City shall permit Vendor reasonable <br />access to the Premises free from any claims of trespass, for the purpose of removing any <br />vending machines within thirty (30) days from termination of this Agreement. Until such <br />time as all vending machines are removed, each party's obligations shall continue as set <br />forth in section 3 and 4. Vendor shall use its best efforts to leave each of the vending <br />sites within the Premises in the condition in which it existed prior to installation, <br />excepting reasonable wear and tear. <br />9. ENTIRE AGREEMENT <br />This Agreement contains the entire understanding and agreement between the parties <br />hereto regarding the rights and responsibilities pertaining to vending machines on the <br />Premises and supersedes all other agreements between the parties respecting such. This <br />Agreement may be amended or modified only by written agreement, signed by each of <br />the parties. <br />10. INDEMNIFICATION <br />Vendor shall indemnify, defend, and hold harmless the City of Santa Ana, its officers, <br />agents, employees, and volunteers from damage to property and for injury to or death of <br />