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9 <br />of any of those other public agencies. OPERATOR acknowledges and represents, in <br />addition to City's regulations, OPERATOR shall, at all times, comply with all applicable <br />Federal, State, local, and other public agency laws and regulations applicable to the <br />billboard. To the extent any such other public agency or agencies preclude development or <br />maintenance of the billboard, OPERATOR shall have the right to terminate this <br />AGREEMENT by delivery to City of notice of termination, along with evidence reasonably <br />satisfactory to City that the development and/or maintenance of the billboard has been <br />precluded by another agency or agencies. Upon delivery of such evidence and notice of <br />termination to the City, this AGREEMENT shall be deemed terminated and OPERATOR <br />shall not be further obligated under this AGREEMENT; provided, however, that such <br />termination shall not affect the OPERATOR’S obligation to pay any Development Review or <br />Impact Fees that have already accrued, to indemnify and defend the City and any of its <br />agents or consultants acting on its behalf for any Indemnified Claims and Liabilities pursuant <br />to Section 11, and/or to remove the billboards from the site in accordance with Section 8 of <br />this AGREEMENT, if applicable. <br />11. OPERATOR Indemnification of City. <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 OPERATOR’s performance and/or breach of <br />this AGREEMENT. <br />B.OPERATOR agrees to defend, at its sole expense, any action against CITY, its <br />agents or consultants, officers, and employees related to this AGREEMENT. <br />OPERATOR agrees to indemnify and reimburse CITY for any court costs and <br />attorney fees that CITY may be required to pay as a result of any legal challenge <br />related to this AGREEMENT and/or CITY’s approval of a Billboard Permit or <br />Conditional Use Permit. CITY may, at its sole discretion, participate at its own <br />expense in the defense of any such action, but such participation shall not relieve the <br />OPERATOR of its obligation hereunder. <br />12. Annual Review <br />During the term of this AGREEMENT, CITY shall annually review the extent of good faith <br />compliance by OPERATOR with the terms of this AGREEMENT. OPERATOR shall file an <br />annual report with the CITY containing detailed information regarding compliance with the <br />terms of this AGREEMENT no later than March 15 of each calendar year. <br />13. Default and Termination for Cause. <br />This AGREEMENT may be terminated, for good cause, by City or OPERATOR if either <br />gives the other Party written notice of default and if that default is not corrected (i) on or <br />before ten (10) days after receipt of the notice for non-payment of any amount due or (ii) <br />within thirty (30) days after receipt of the notice for any other default (except in connection <br />with a default which cannot be remedied or cured within said 30-day period, in which event <br />said 30-day period shall be extended for such time as shall be deemed mutually agreeable <br />by City and OPERATOR necessary to cure the same, but only if the defaulting Party, within <br />such 30-day period, shall promptly commence and thereafter proceed diligently and <br />continuously to cure such default. In no event shall the period be extended beyond 90 <br />days.).