RDA Agmt 2004 San Leandro Auto Mall Dealers Assn

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MOU-Auto Mall Sign Page 2 of4 May 2004 Exhibit 2. The Signs, which phrase refers to Sign A and Sign B, shall be constructed, installed, and maintained by SLAMDA pursuant to the terms of this MOU. SECTION 3. Fabrication, Installation, and Maintenance. SLAMDA is solely responsible for fabricating, installing, and maintaining the Signs, and obtaining all City and/or other public agency permits and/or approvals required for the construction, installation, and maintenance of the Signs. The Signs must be maintained in good to excellent condition, as determined by the Agency in its sole and absolute discretion through the term, hereinafter described, of this MOU. SECTION 4. Staff Support. SLAMDA is a fully independent contractor and shall provide all necessary staff support far its activities. Neither the Agency nor the City of San Leandro shall be responsible for providing staff support to SLAMDA, although the parties acknowledge and agree that SLAMDA may consult City and Agency staff on an occasional basis. SECTION 5. Fundin .The Agency agrees to reimburse SLAMDA for the direct costs it incurs for the fabrication and installation of the Signs up to an amount not to exceed $33,300.00. Within 30 days after installation of the Signs on the site, SLAMDA shall prepare and submit no more than three, and no less than one invoice(s) and receipts to the Agency detailing the costs of the construction and installation of the Signs. Agency staff agrees to review the invoice(s) and documentation submitted to it and provide SLAMDA with payment by check within 30 days if, in the Agency's sole and absolute discretion, the Agency finds that the costs are reimbursable under the terms and conditions of this Agreement. The Agency will not reimburse SLAMDA for any costs associated with maintenance of the Signs throughout the term of this Agreement. It is expressly understood that the Agency will not reimburse any costs for installation or maintenance of landscaping associated with the Signs. It is expressly understood that the Agency will not reimburse any overhead costs, including insurance charges, incurred by SLAMDA during the term. If during the term of this Agreement, Sign A suffers major structural damage such that representatives of the Agency and SLAMDA agree it shall be removed because it is a hazard to the public and/or a blight to the community, SLAMDA shall be solely responsible for removing Sign A and/or fabricating, installing, and maintaining a replacement sign similar in all respects to its predecessor. The Agency shall reimburse SLAMDA for up to fifty percent (50%) of the direct costs of fabrication and installation of the replacement sign up to a maximum Agency contribution of $15,000 per single occurrence. SECTION 6. Placement of Franchises on Sign A. SLAMDA will provide a panel equivalent in size and design to all other panels on the western face of Sign A for each new-automobile franchise on the Marina Boulevard Auto Mall, which extends on Marina Boulevard between I-880 and San Leandro Boulevard. Placement of each panel relative to others on the Sign is at the discretion of SLAMDA and the Agency will not adjudicate disputes between dealerships as to positioning or placement. Each panel of Sign A shall contain a minimal amount of text (primary brand sold at each franchise), no more than two words, and a directional arrow. Payment for creating new panels required by amving and changing new automobile dealerships will be assessed by SLAMDA to the dealership requesting the panel be fabricated or changed, and the amount may not exceed direct costs to SLANIDA. The parties acknowledge that the Agency recommends that SLAMDA should adopt by unanimous vote a policy for placement of dealerships on the panels on Sign A.