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pg. 2 (1) Is a local tax revenue generating business, a retail mall, or a local taxable consumer goods retail district that is regional in nature and is able to reasonably demonstrate regional draw of consumers from neighboring cities and counties and competitiveness in the region; and (2) Is able to demonstrate annual gross taxable sales average of at least $5,000,000 (five million); and (3) Employs a minimum of 20 percent (20%) of its employees who reside in Santa Ana; and (4) In receipt of a preliminary approval letter of conformance from Caltrans for an off- premises sign; and (5) Retain no less than 1 time slot (Approximately 10% of slots) within a standard rotation and advertising cycle for advertising of the business and products available on the property; and (6) The applicant and business operator and the CITY shall enter into a Billboard Operating Agreement as set forth in Section 41-1113 of this Chapter. 2. Effect of City Regulations on Development of Project. Except as expressly provided in this AGREEMENT, all substantive and procedural requirements and provisions contained in CITY’s ordinances, specific plans, design guidelines, rules and regulations, including, but not limited to, zoning and building codes and approved billboard designs on file with the Planning and Building Agency, in effect as of the effective date of this AGREEMENT, shall apply to the construction and development of the Subject Property. 3. Operating Requirements The following covenants shall run with the sites until such time as the billboards are removed from the sites: A. Covenants Regarding Operation and Maintenance. OPERATOR shall operate and maintain the Digital Billboards in good working order and in accordance with all applicable laws, including without limitation, the California Outdoor Advertising Act (California Business and Professions Code Section 5200, et seq.) and California Department of Transportation regulations and specifications adopted pursuant thereto (Title 4 California Code of Regulations, Section 2240, et. seq.). B. Maintenance. OPERATOR shall, at OPERATOR’s sole cost and expense, maintain and repair or cause to be maintained and repaired the Digital Billboards and any and all security lighting or appliances installed in accordance with any entitlements and building permits issued by the CITY and any and all other applicable laws. The Digital Billboards and the sites shall be kept free from the accumulation of debris and waste materials. All exterior painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking, peeling and defacing marks. All broken lights shall be immediately repaired in order to prevent hazardous conditions and/or invitation for trespassers and malicious mischief. Except during periods of construction, no lumber, trash, discarded equipment or other debris shall be stored in areas visible from the street.