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at its sole cost and expense, either (a) convert the billboard to an on -premise business sign <br />that will only be allowed to advertise the products, goods and services sold on the Subject <br />Property referenced herein or (b) secure all required permits tr:i, and shall remove and properly <br />transport the billboard from the Subject Property, shall return the Subject Property to its <br />original condition, and shall not store any portion of the rernoved billboard on the Subject <br />Property or any other location within City's jurisdictional boundaries. The billboard shall be <br />deemed to have been satisfactorily removed for purposes of this Section 8 so long as no <br />remnants of the sign structures remain visible above ground, all utilities are capped, and the <br />site is graded, secured, landscaped, and irrigated to a condition satisfactory to CITY. If CITY <br />is required to exercise its rights under this AGREEMENT due to OPERATOR'S failure to <br />remove the billboard, then CITY shall be entitled to be reimbursed by OPERATOR any and <br />all direct expenses incurred by CITY in exercising its rights under this subsection within no <br />more than thirty (30) days following CITY's delivery of an invoice demanding payment for such <br />expenses. Any such removal of the billboard by City shall not entitle OPERATOR to any <br />damages of any kind whatsoever against CITY or its agents, and OPERATOR hereby <br />releases and holds all City Parties harmless from indemnified claims and liabilities for any <br />action by any of the City Parties in removing the billboard. OPERATOR hereby consents to <br />CITY's entry onto the site to accomplish such removal. <br />9. Business License Rg_C uLir<3d. <br />A valid City of Santa Aria Business License is required for all entities engaged in operating <br />digital billboard in the City of Santa Aria. <br />10. Regulation by otheir Public Agencies. <br />It is acknowledged by the Parties that other public agencies not subject to control by the City, <br />including, but not limited to, Caltrans, may possess authority to regulate aspects of the digital <br />billboard as contemplated herein, and this AGREEMENT does not limit the authority of any of <br />those other public agencies. OPERATOR acknowledges and represents, in addition to City's <br />regulations, OPERATOR shall, at all times, comply with all applicable Federal, State, local, <br />and other public agency laws and regulations applicable to the billboard. To the extent any <br />such other public agency or agencies preclude development or maintenance of the billboard, <br />OPERATOR shall have the right to terminate this AGREEMENT by delivery to City of notice <br />of termination, along with evidence reasonably satisfactory to City that the development <br />and/or maintenance of the billboard has been precluded by another agency or agencies. Upon <br />delivery of such evidence and notice of termination to the City, this AGREEMENT shall be <br />deemed terminated and OPERATOR shall not be further obligated under this AGREEMENT; <br />provided, however, that such termination shall not affect the OPERATOR'S obligation to pay <br />any Development Review or Impact Fees that have already accrued, to indemnify and defend <br />the City and any of its agents or consultants acting on its behalf for any Indemnified Claims <br />and Liabilities pursuant to Section 11, and/or to convert/remove the billboard from the site in <br />accordance with Section 8 of this AGREEMENT, if applicable. <br />11. OPERATOR Indemnification of <br />A. OPERATOR will defend, indemnify and hold harmless CITY from any claims, <br />damages, injuries, or liabilities of any kind whatsoever sustained or incurred by CITY <br />resulting from this AGREEMENT, or OPERATTOR's performance and/or breach of this <br />AGREEMENT. <br />