25F - AGMT - OUTDOOR ADVERTISING SRVS

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(b) The City commences voluntary bankruptcy or insolvency proceedings or is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any arrangement for the settlement of its debts (in whole or in part) or for the liquidation of its assets or a receiver or a receiver and manager or person with similar authority is appointed with respect to the assets of the City; (c) a material portion of the assets of the City is seized in satisfaction of any judgment; or (d) any proceedings are taken for the liquidation, dissolution or winding -up of the City or the City ceases or threatens to cease to carry on business in the ordinary course. 11.4 All Vision's Remedies. If a City Event of Default occurs, All Vision may have recourse to any one or more of the following remedies (but without any duplicative recovery): (a) Recover its actual damages for breach of contract resulting from the City's default; (b) Terminate this Agreement; and, (c) Have recourse to any other remedies for the breach available at law or in equity, except as limited by the provisions of this Agreement. 11.5 Force Majeure. Neither party will be responsible to the other for a failure in the performance of its obligations under this Agreement that results from Force Majeure, and the time for each party to render performance that is delayed or interfered with by Force Majeure will be extended for so long as the Force Majeure condition continues to delay or interfere with that party's performance, and for so long thereafter as is reasonably necessary to remobilize or otherwise resume performance following the abatement of the Force Majeure circumstances. The parties shall make reasonable efforts to cooperate to mitigate the effects of any such delays. Article 12 DISPOSITION OR ACQUISITION OF CITY PROPERTY 12.1 Disposition of Portions of the City Property, The City may sell, lease or otherwise dispose of parts of the City Property. "Disposed Property" means the portion of the City Property so sold, leased, licensed, abandoned, or otherwise disposed of, except that "Disposed Property" does not include portions of the City Property with respect to which the City retains, after the sale, lease or other disposal thereof, the right to develop, use and license signs under long -term licenses without restrictions greater than those that applied to the City and All Vision before the transfer of the Disposed Property, for so long as the City retains those rights. Without limiting the generality of Section 15.2, the provisions of this Article 12 survive the end of the Term or other termination of this Agreement. 12.2 Pending Development. If the City sells or otherwise disposes of Disposed Property that includes a City Sign Location identified in the Strategic Plan but with respect to which a Site Agreement has not been entered into, the City at its sole discretion shall either (a) cancel the work on the evaluation and development of that City Sign Location by notice to All Vision and, at or before the closing of the transfer of the Disposed Property, reimburse all of All Vision's Direct Expenses incurred for its work in connection with that prospective City Sign Location, or (b) assign its interest in this Agreement insofar as it applies to the applicable Disposed Property to the transferee of the Disposed Property and, in the 17 25F -21