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pg. 6 This AGREEMENT shall continue in full force and effect for a twenty (20) year period commencing on the Commencement Date (“Term”) of each Digital Billboard. OPERATOR may notify City up to twelve months prior to the expiration date of this AGREEMENT of its desire to extend the term of this AGREEMENT, and City and OPERATOR shall enter into negotiations and may agree to extend the term of this AGREEMENT pursuant to a mutual agreement in writing upon terms acceptable to both parties. Following termination or expiration of this AGREEMENT and provided no extension of this AGREEMENT is agreed to, within ninety (90) days after the date of the termination or expiration of this AGREEMENT, OPERATOR shall revert billboards back to on premises advertising as currently approved prior to the date of this AGREEMENT. 8. Business License Required. A valid City of Santa Ana Business License is required for all entities engaged in operating digital billboards in the City of Santa Ana. It is unlawful for any person or legal entity to display advertising on a billboard in the City of Santa Ana without first having procured a City of Santa Ana business license. 9. Regulation by other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by the City, including, but not limited to, Caltrans, may possess authority to regulate aspects of the Digital Billboards as contemplated herein, and this AGREEMENT does not limit the authority of any of those other public agencies. OPERATOR acknowledges and represents, in addition to City's regulations, OPERATOR shall, at all times, comply with all applicable Federal, State, local, and other public agency laws and regulations applicable to the billboard. To the extent any such other public agency or agencies preclude development or maintenance of the billboard, OPERATOR shall have the right to terminate this AGREEMENT by delivery to City of notice of termination, along with evidence reasonably satisfactory to City that the development and/or maintenance of the Digital Billboards has been precluded by another agency or agencies. Upon delivery of such evidence and notice of termination to the City, this AGREEMENT shall be deemed terminated and OPERATOR shall not be further obligated under this AGREEMENT; provided, however, that such termination shall not affect the OPERATOR’S obligation to pay any development review or development impact fees that have already accrued, or to indemnify and defend the City and any of its agents or consultants acting on its behalf for any Indemnified Claims and Liabilities pursuant to Section 10 of this AGREEMENT. 10. OPERATOR Indemnification of City. A. OPERATOR will defend, indemnify and hold harmless CITY from any claims, damages, injuries, or liabilities of any kind whatsoever sustained or incurred by CITY resulting from this AGREEMENT, or OPERATOR’s performance and/or breach of this AGREEMENT, except to the extent of the City’s gross negligence or willful misconduct, if any. 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