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B. OPERATOR agrees to defend, at its sole expense, any action against CITY, its agents or consultants, officers, and employees related to this AGREEMENT. OPERATOR agrees to indemnify and reimburse CITY for any court costs and attorney fees that CITY may be required to pay as a result of any legal challenge related to this AGREEMENT" and/or CITY's approval of a Billboard Permit or Conditional Use Permit. CITY may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the OPERATOR of its obligation hereunder. 12. Annual Review During the term of this AGREEMENT, CITY shall annually review the extent of good faith compliance by OPERATOR with the terms of this AGREEMENT. OPERATOR shall file an annual report with the CITY containing detailed information regarding compliance with the terms of this AGREEMENT no later than March 15 of each calendar year. 13. Default and Termination for Cause. This AGREEMENT may be terminated, for good cause, by City or OPERATOR if either gives the other Party written notice of default and if that default is not corrected (i) on or before fifteen (15) days after receipt of the notice for non-payment of any amount due or (ii) within thirty (30) days after receipt of the notice for any other default (except in connection with a default which cannot be remedied or cured within said 30-day period, in which event said 30- day period shall be extended for such time as shall be deemed mutually agreeable by City and OPERATOR necessary to cure the same, but only if the defaulting Party, within such 30-day period, shall promptly commence avid thereafter proceed diligently and continuously to cure such default. If this AGREEMENT terminates due to non-performance by OPERATOR, then (i) any remaining unpaid Yearly Operating Fee that was due for any period before the date of that termination shall be immediately due and payable to City and (ii) OPERATOR at its sole cost, shall either (a) convert the billboard to art on -premise business sign that will only be allowed to advertise the products, goods and servict;s scald on the Subject Property referenced herein or (b) immediately remove the billboard and visible supporting equipment installed pursuant to this AGREEMENT and shall return the site to an acceptable condition wherein the billboard and its accompanying equipment and improvements are removed, and the site is graded, landscaped, irrigated, and secured; provided, that if OPERATOR fails to remove any of the billboard within one hundred eighty (9180) days after this AGREEMENT is terminated pursuant to this subsection, then City shall be entitled to remove the remaining billboard and dispose of same. If City is required to exercise its rights under this AGREEMENT due to OPERATOR'S failure to remove the billboard, then City shall be entitled to be reimbursed by OPERATOR any and all direct expenses incurred by City in exercising its rights under this subsection within no more than ten (10) business days following City's delivery of an invoice demanding payment for such expenses. Any such removal of the billboard by City shall not entitle OPERATOR to any damages of any kind whatsoever against any or all City Parties, and OPERATOR hereby releases and holds all City Parties harmless from indemnified claims and liabilities for any action by any of the City Parties in removing the billboard. OPERATOR hereby consents to C.;ity's entry onto the site to accomplish such removal. 14. Termination Without Cause. 0