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reference). Vendor shall provide vending machines at all listed locations. Additional vending machines may periodically be added to the list subject to prior written approval of the Executive Director. Should the proposed locations of the vending machines be found not to be in the best interest of Vendor or the City, both parties must mutually agree as to whether or not to relocate the vending machines. If the Executive Director agrees that relocation is necessary, he/she has the authority to exercise discretion as to the most appropriate new location for placement of said vending machine on behalf of the City. An updated list evidencing the placement of the vending machines shall be kept by the Executive Director. A minimum number of twenty-two (22) vending machines shall be in place, at eleven City approved locations, at all times this Agreement is in effect. 7. DEFAULT AND TERMINATION: This Agreement may be terminated by the non-defaulting party if the other party materially fails to perform or comply with this Agreement or any provision hereof. The non-defaulting party may cancel the Agreement by sending a Non-Compliance Notice describing the non-compliance to the non-complying party. Upon receipt of such Non- Compliance Notice, the non-complying party shall have thirty (30) days from the date of such notice to cure any such non-compliance. If such non-compliance is not cured within the required thirty (30) day period, the party providing the Non-Compliance Notice shall have the right to cancel this Agreement. The rights of termination referred to herein are not intended to be exclusive and are in addition to any other rights available to either party in law or in equity. 8. RIGHTS UPON TERMINATION Upon termination of this Agreement by either party, City shall permit Vendor reasonable access to the Premises free from any claims of trespass, for the purpose of removing any vending machines within thirty (30) days from termination of this Agreement. Until such time as all vending machines are removed, each party's obligations shall continue as set forth in section 3 and 4. Vendor shall use its best efforts to leave each of the vending sites within the Premises in the condition in which it existed prior to installation, excepting reasonable wear and tear. 9. ENTIRE AGREEMENT This Agreement contains the entire understanding and agreement between the parties hereto regarding the rights and responsibilities pertaining to vending machines on the Premises and supersedes all other agreements between the parties respecting such. This Agreement may be amended or modified only by written agreement, signed by each of the parties. 10. INDEMNIFICATION Vendor shall indemnify, defend, and hold harmless the City of Santa Ana, its officers, agents, employees, and volunteers from damage to property and for injury to or death of 3 25A-5