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"Force Majeure" means severe weather, earthquake, flood, fire, natural disaster, shortages of <br />labor, materials, fuel, power or transportation, act of war, terrorist attack, civil unrest, or other causes <br />beyond the reasonable control of the parties, and any challenge to the issuance of governmental permits <br />and approvals by third parties, but shall not include normal delays in the processing of governmental <br />permits and approvals. <br />"Operating Permits" means any permit required by applicable law specifically for the operation <br />of a Sign on the Sign Location in question, including business licenses and certificates of occupancy as <br />applicable, as distinct from generally applicable building and construction permits. <br />"Sign" means any of various sizes and types of outdoor advertising displays, including static, <br />digital, or mechanical (including tri- vision) and all other billboards, displays, signboards and other types <br />of equipment and structures that may be appropriate for outdoor advertising purposes, including all <br />supporting structures and other attached equipment used to operate the sign, but does not include <br />transit furniture, transit shelters or other transit oriented assets. <br />"Site Agreement' means an agreement between All Vision and the City entered into under <br />which All Vision will construct, maintain and operate a Sign to be owned by the City and license the sales <br />of advertising on the Sign to a third party advertising sales company that is not owned by, controlled by, <br />or under common ownership or control with All Vision unless otherwise approved in writing by the City <br />in its sole discretion. <br />"Site Agreement Development Revenues" means the gross amount received by City and All <br />Vision from sales of advertising on a Sign developed under a Site Agreement on account of that Sign. <br />"Strategic Plan" means a plan that analyzes all potential outdoor advertising opportunities, <br />including signage and transit oriented advertising, throughout the City of Santa Ana. <br />Article 2 <br />TERM OF AGREEMENT AND RELATIONSHIP OF THE PARTIES <br />2.1 Term. The term of this Agreement extends from the Commencement Date to the <br />Expiration Date, Inclusive ( "Term "). The Term may be extended or terminated as provided in this <br />Agreement or by mutual agreement of the parties. <br />2.2 Extension of Term by City Manager. The City Manager may, in the sole and absolute <br />discretion of the City Manager, extend the Expiration Date by up to two extension periods of one (1) <br />calendar year each by giving All Vision notice of that extension before the then - scheduled Expiration <br />Date. <br />2.3 Independent Contractor. The relationship established between All Vision and the City by <br />this Agreement is the relationship of independent contractor. This Agreement is not to be construed to <br />establish any partnership or joint venture between All Vision and the City, and neither All Vision nor the <br />City shall hold itself out to any third party as being participants in a joint venture, partnership or any <br />other form of joint enterprise with respect to any Signs, the Transit Oriented Advertising Program, or any <br />other activities pursuant to this Agreement. <br />3 <br />25F -7 <br />