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ARTICLE IX-TERMINATION This Agreement may be terminated prior to the expiration of the initial term or of any renewal term,as the case may be,on the following terms and conditions, it being understood and agreed,however,that termination shall relieve neither City nor Manager from liabilities or claims accruing and arising up to and including the date of termination: (a) City shall have the right to terminate this Agreement in the event that Manager fails to keep, observe or perform any covenant,agreement,term or provision of this Agreement,to be kept, observed,or performed by Manager,and such failure continues for a period of thirty(30)days after written notice thereof by City to Manager. (b) In the event that the Property is leased or sold to a party which is not affiliated with City,City shall have the right to terminate this Agreement as it applies to the Property so sold with thirty(30) days' prior written notice to Manager. (c) City shall have the right to terminate this Agreement if a petition for bankruptcy,reorganization or rearrangement is filed under any federal or state bankruptcy or insolvency laws by Manager,or if any such petition is filed against Manager and not removed or discharged within sixty(60)days thereafter. (d) Manager shall have the right to terminate this Agreement in the event City fails to keep observe or perform any covenant,agreement,term or provision of this Agreement to be kept observed,or performed by City and such failure continues for a period of thirty(30)days after written notice thereof by Manager to City,or if City materially fails to comply with any law,regulation or ordinance relating to or affecting City's ownership of the Property. (e) If any building on the Property is destroyed and City, for any reason,elects not to rebuild the building,then this Agreement shall terminate as to such building as of the date of notice to Manager that City has elected not to rebuild the building after such destruction. (f) In the event there is a condemnation of all or any substantial part of any Property,then this Agreement shall automatically terminate as to such Property as of the date of such taking. (g) This Agreement may be terminated with thirty(30)days advance written notice by either party. ARTICLE X-MISCELLANEOUS 10.1 Status of Manager. It is the intention of the parties to create a relationship wherein Manager is an independent contractor in the management, operation and maintenance of the Property. Nothing herein contained shall be construed as creating the relationship of employer-employee or establishing any partnership or joint venture arrangement between City and Manager. 10.2 Notices. Any statement,notice,recommendation,request,demand, consent or approval under this Agreement must be in writing and personally delivered or sent by overnight courier service,or sent by United States registered or certified mail,postage prepaid,return receipt requested,and shall be deemed to have been given upon the date of personal delivery or the next business day following deposit with an overnight courier or five days after deposit in the United States mail,provided that in the case of communications sent by overnight courier service or United States registered or certified mail,the communication is addressed as set forth in Section 1.4 if sent to the City and as set forth in Section 1.5 if sent to Manager. Either party may,by written notice,designate a different address. Page 6 of 8