75A - PH RE AMEND DEV PYLON SIGN

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5. TERMINATION RIGHTS 5.1 City Termination Rights. Subject to the force majeure provisions of Section 5.11 below, City shall have the right to terminate this Agreement if, following the Commencement Date, Required Operations are not conducted within the City for a period of ninety (90) consecutive days. If the City terminates the Agreement pursuant to these terms, any remaining balance of the Loan Amount and accrued interest shall be immediately due and payable from the Auto Mall to the City. 5.2 Auto Mall Termination Rights. Auto Mall may terminate this Agreement for any reason, or no reason, upon one hundred and eighty (180) days written notice to the City, at which point, any remaining balance of the Loan Amount and accrued interest shall be immediately due and payable from the Auto Mall to the City. 5.3 Mutual Termination Rights. City makes no representation or warranty to Auto Mall as to the legality of the Loan Repayments or the City's authority to make such Loan Repayments. In the event that a final, non -appealable judgment or decree is rendered against City invalidating its Loan Repayment obligations set forth in this Agreement, either City or Auto Mall may terminate this Agreement by delivery of written notice of termination to the other party, and any remaining balance of the Loan Amount and accrued interest shall be immediately due and payable from the Auto Mall to the City. GENERAL PROVISIONS. 6.1 Incorporation of Recitals. The recitals to this Agreement are deemed by the parties to be true and correct and are hereby incorporated into the Agreement by this reference. 6.2 Entire Agreement, and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter hereof. Any amendment or modification to this Agreement must be in writing and executed by Auto Mall and City. 6.3 Limitations on City's Liability. Auto Mall acknowledges and agrees that: 6.3.1 The relationship between Auto Mall and City pursuant to this Agreement is and shall remain solely that of contracting parties, and City neither undertakes nor assumes any responsibility pursuant to this Agreement to review, inspect, supervise, approve, or inform Auto Mall of any matter in connection with this Agreement or the Required Operations; 6.3.2 City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property, except to the extent proximately caused by City's active negligence or intentional misconduct, resulting or in any way arising from: (a) any defect in any building, grading, landscaping, or other onsite or offsite improvement; (b) any act or omission of Auto Mall or any of Auto Mall's agents, employees, independent contractors, licensees, sub lessees or invitees; or (c) any accident at the Auto Mall facility, or any fire or other casualty or hazard thereon; and 6.3.3 By accepting or approving anything required to be performed or given to City under this Agreement, City shall not be deemed to have warranted or represented 75A-27