Item 22 - Digital Billboards and Digital Banners

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Company shall not derive revenue from any other sources other than the sale of advertising ("Ancillary Revenue") without prior approval from the City Manager or their designee. In the event of such approval, Ancillary Revenue shall be referred to as "Approved Ancillary Revenue." The terms of any Approved Ancillary Revenue shall be mutually agreed on by the Parties by a separate writing, provided that the revenue share for Approved Ancillary Revenue shall not be less than 40% of gross ancillary revenue received less bad debt only (not to exceed 2% of gross ancillary revenue). Company will have the exclusive right to add telecommunications devices to the Advertising Sites, including, without limitation, third party telecommunications and computing devices (Telecommunication Hardware). City shall approve third party telecommunications and computing devices; such approval shall not be unreasonably withheld and shall comply with the applicable federal, state laws, regulations, and City Ordinance requirements. Revenue received by Company in consideration of third -party Telecommunication Hardware installed on any Advertising Site, shall constitute Approved Ancillary Revenue and will be subject to a revenue share with the City as mutually agreed upon by the Parties by a separate writing, provided that such revenue share will not be less than 40% of gross ancillary revenue received less bad debt only (not to exceed 2% of gross ancillary revenue). 5. PAYMENTS MAG payments related to each Advertising Site shall commence when such Advertising Site becomes operational, but no later than 12 months from the date each respective ASLA is fully executed, provided there are no significant delays. "Significant Delay" shall refer to (i) delays with any required approvals and permits including those granted by CalTrans; or (ii) any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the open market; failure of transportation; strikes (other than any strike resulting from acts of Company); lockouts; action of labor unions; condemnation laws; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within Company's reasonable control. Notwithstanding anything to the contrary contained herein, in no event shall financial inability constitute Significant Delay. On a quarterly basis, Company shall pay the MAG amount within fifteen (15) days of the end of each calendar quarter (the "MAG Payment"). The first MAG Payment will be prorated based on when the Advertising Site became operational in the quarter. In the event the cumulative Revenue Share is greater than the cumulative MAG for a given calendar year, Company shall pay the difference between the Revenue Share and the MAG within fifteen (15) days of the end of each calendar year (the "True -Up Payment"). Company shall pay an upfront one-time Bonus Payment equal to fifty thousand dollars ($50,000) for each digital billboard face installed on an Advertising Site and an upfront one-time Water Tower Bonus Payment of two hundred thousand dollars ($200,000) specifically for the Water Tower site. The Bonus Payment for each digital billboard Advertising Site associated with each fully executed ASLA shall be paid within fifteen (15) days from the date that Company receives required approvals from all government agencies including CalTrans. The Bonus Payment for any future digital billboard sites shall equal a minimum of fifty thousand dollars ($50,000) for each digital billboard face. There Page 3 of 31