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Outdoor Promotions shall defend, indemnify and hold harmless the City, its officers, agents, representatives and employees from and against all liability, claims, demands and expenses (including court costs and reasonable attorneys fees), on account of any injury, loss or damage, arising out of or in connection with the performance by Outdoor Promotions of its services pursuant to this Agreement, if such injury, loss or damage is caused by the intentional or negligent acts, errors or omissions of Outdoor Promotions, a subcontractor of Outdoor Promotions, or any officer, employee, agent or representative of Outdoor Promotions. Such indemnity shall not apply to any injury, loss or damage that is caused by the intentional or negligent acts, errors or omissions of the City or any of its agents or employees. ARTICLE VII: CITY'S RESPONSIBILITIES The City shall provide Outdoor Promotions with all available information, which is relevant to the Transit Shelter Program together with the necessary guidance and direction to achieve the Program's objectives. In consideration of the City's use of the transit shelters at no cost, the City hereby assures access to and use of the nearest electrical power and waives all permit and use fees for each transit shelter covered by this !Agreemen~. Provided that each transit shelter complies fully with the provisions of this Agreement and all applicable provisions of the City's Municipal Code, all necessary permits for the installation and/or maintenance of the transit shelters hall be granted by the City. The process for obtaining such permits shall be expedited by all city departments to assure that shelters are installed within one hundred eighty (180) days. ARTICLE VIII: REMOVAL OF SHELTERS Outdoor Promotions shall within thirty (30) days after receipt of written notice form the City remove any transit shelters that are located at discontinued bus stop sites or which in the sole discretion of the City are in condition of substantial disrepair or deteriorated condition such as to pose a health or safety hazard or diminution of value to the abutting properties. Additionally, Outdoor Promotions shall relocate any transit shelters within thirty (30) days after its receipt of a written request to do so by the City as a result of redevelopment, traffic hazards or changes in bus routes. Any such relocation of a transit shelter shall be to a location mutually agreeable to both parties. Outdoor Promotions shall also have the right to remove any transit shelters upon thirty (30) days written notice thereofto the City in the event that any municipality, state, federal or other governmental authority hereafter imposes any rules, regulations or laws that Outdoor Promotions determines to have the effect of materially diminishing the value of such transit shelter for advertising purposes. ARTICLE IX: ALTERATION OF SERVICES In the event that the City desires at any time to alter or change the nature or character of the services to be provided by outdoor Promotions hereunder and such alteration or change materially increases the costs and expenses to be incurred by Outdoor Promotions or reduces the advertising revenues that can be generated by Outdoor Promotions, such alterations or changes shall not be effective until the City and Outdoor Promotions have mutually agreed to and executed an amendment to this Agreement, which amendment may include an adjustment to the City's fee under Article N hereof. ARTICLE X: TERMINATION Upon any default or breach of this Agreement by either Outdoor Promotions or the City and if such default or breach continues for a period of thirty (30) days after receipt by the breaching party of written notification thereof, the non-breaching party may terminate this Agreement. Upon termination of this Agreement, Outdoor Promotions shall remove all transit shelters installed by it pursuant to this Agreement, within thirty (30) days of~erminationl. Page 4 of 7++