75A - PH 75 FT DIGITAL PYLON AUTO MALL

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2.5 City Facilitation of Site Improvements. The City shall take commercially reasonable steps to expedite the review and processing of building permits, certificates of occupancy and final instruction, and other permits, approvals and entitlements needed by Auto Mall in connection with the installation of the Sign. AUTO MALL OBLIGATIONS. 3.1 Operating Agreement Continuous Operation. The Auto Mall hereby covenants and agrees to continuously conduct or cause to be conducted Required Operations within the City during the entire Operating Period. Such continuous operations shall be subject to the force majeure provisions of Section 5.11 hereof. Notwithstanding any provision of this Agreement to the contrary, nothing contained herein shall restrict or prevent any member of the Auto Mall from closing or relocating its dealership or transferring or selling its dealership property or business. Further, provided, that any such closing, relocation, transfer or sale shall not constitute an event of default under this Agreement provided that at least one automotive dealership that is a member of the Auto Mall continues to perform the Required Operations. 3.2 Maximization of Sales Tax. At all times during the Operating Period, the Auto Mall shall designate its dealerships and sales offices in the City as the point of sale for sales and use tax purposes in all automotive retail sales and service operations that originate from within the City. 3.3 Payment of Taxes. The Auto Mall dealers shall pay or cause to be paid any and all taxes applicable to or arising out of the lease, operation and/or use of its dealerships and sales offices in the City, including, without limitation, all taxes attributable to sales occurring at such offices, except that the Auto Mall dealers retain the right to protest and contest County of Orange decisions related to the value of its interest in any property or leasehold. The Auto Mall dealers shall make or cause to be made timely sales and use tax payments to the State Board of Equalization, except that the Auto Mall dealers retain the right to protest and contest State Board of Equalization assessments or decisions that it believes to be erroneous. 3.4 Compliance with Laws. Subject to the Auto Mall dealers' right to contest same, the Auto Mall dealers shall conduct or cause to be conducted all activities within the City and shall perform its obligations under this Agreement in conformity with all applicable federal, state, and local laws, ordinances, and regulations. Nothing in this Agreement is a representation or warranty by City that any construction work performed by EMI within the City on or after the date of this Agreement is not a public work as defined in Labor Code Sections 1720, et seq., including but not limited to Sections 1771 and 1781. 3.5 Title and Ownership of Sion. The Auto Mall shall own and take full responsibility for the operation and maintenance of the Sign. City acknowledges and agrees that title to the Sign shall be vested exclusively in the Auto Mall immediately upon City's payment to EMI in the amount set forth in Recital F. Upon City's payment to EMI, City will cooperate with Auto Mall regarding any documents that may be reasonably necessary in order to vest title to the Sign with the Auto Mall. 3.6 City Time on Sign. The Auto Mall shall provide the City access to digital space on the Sign for the purpose of marketing City sponsored events (e.g. Council or Commission or Special events). The Auto Mall shall dedicate 10% of its advertising time on the Sign (e.g. six minutes per hour) to City sponsored events provided by the City. The provisions of this paragraph shall survive the termination of this Agreement. 75A-26