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This AGREEMENT may be terminated without cause by the City or OPERATOR, upon <br />eighteen (18) months written notice of termination, provided that such termination cannot <br />occur within the initial ten (10) years from the Commencement Date. Such termination may <br />only occur by the City in events of intragovernrnental changes with local effect that require <br />such termination, enaction of preemptive laws that require such termination, natural disasters, <br />declared states of emergency (local, state and/or federal), war, or an event materially similar <br />in nature or effect to those enumerated that requires such termination. In such event, City <br />shall be entitled to receive, and the OPERATOR shall pay City, compensation for all Monthly <br />Operating Fees due to the City up to the termination date. <br />If this AGREEMENT terminates due to non-performance by OPERATOR, then (i) any <br />remaining unpaid Annual Operating Fee that was due for any period before the date of that <br />termination shall be immediately due and payable to City and (ii) OPERATOR at its sole cost, <br />shall either (a) convert the billboard to an on -premise business sign that will only be allowed <br />to advertise the products, goods and services sold on the Subject Property referenced herein <br />or (b) immediately remove the billboard and visible supporting equipment installed pursuant <br />to this AGREEMENT and shall return the site to an acceptable: condition wherein the billboard <br />and its accompanying equipment and improvements are removed, and the site is graded, <br />landscaped, irrigated, and secured; provided, that if OPERATOR fails to remove any of the <br />billboard within one hundred eighty (180) days after this AGREEMENT is terminated pursuant <br />to this subsection, then City shall be entitled to remove the remaining billboard and dispose <br />of same. if City is required to exercise its rights under this AGREEMENT due to <br />OPERATOR'S failure to remove the billboard, then City shall be entitled to be reimbursed by <br />OPERATOR any and all direct expenses incurred by City in exercising its rights under this <br />subsection within no more than ten (10) business days following City's delivery of an invoice <br />demanding payment for such expenses. Any such removal of the billboard by City shall not <br />entitle OPERATOR to any clamages of any kind whatsoever against any or all City Parties, <br />and OPERATOR hereby releases and holds all City Parties harmless from indemnified claims <br />and liabilities for any action by any of the City Parties in removing the billboard. OPERATOR <br />hereby consents to City's entry onto the site to accomplish such removal. <br />15. Termination - Effect on Prior Obligations. <br />Upon any termination of this AGREEMENT, OPERAT'OR's obligation to remit operating <br />agreement fees due and payable under the terms of this AGREEMENT for operation of a <br />billboard prior to termination of this AGREEMENT shall continue to be in effect. Past due <br />penalties and late interest chargers shall continue to accrue and be applicable until all <br />operating fees due under this AGREEMENT are paid in full. OPERATOR's liability for any <br />remaining unpaid past due penalties and/or late interest charges shall continue until fully <br />satisfied. <br />16. Reimbursement Clause. <br />In consideration of the time and costs incurred by CITY in the drafting and implementation <br />of this AGREEMENT, OPERATOR agrees to pay 57 500,00 to CITY within thirty (30) days <br />of execution of this AGREEMENT. <br />17. AttorneyFees and Costs. <br />E] <br />