RDA Agmt 2004 San Leandro Auto Mall Dealers Assn

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MOU-Auto Mall Sign Page 3 of 4 May 2004 No business or entity other than anew-automobile retail franchise on the Marina Boulevard Auto Mall may have a panel on Sign A. The eastern face of Sign A may not have any text or graphics other than: directions to the San Leandro Marina and/or I-880 entrance ramps, and/or a message thanking passersby for visiting San Leandro, and/or a cherry logo, and/or similar public purpose as determined and approved by the Agency. No advertising for any private business is permitted on Sign A. SECTION 7. Insurance /Payment of Prevailing Wages. SLAMDA shall maintain the insurance required in Exhibit 3 to this Agreement and shall require the contractor(s) involved in the fabrication, installation, and maintenance of the Signs to maintain insurance acceptable to the Agency. SLAMDA agrees to pay all contractors prevailing wages for construction and installation of the Signs as required by California Labor Code Section 1720 et. seq. SECTION 8. Amendment of the Agreement. This Agreement can be amended only in writing. The parties acknowledge that they will meet as needed to determine whether any amendments are necessary. SECTION 9. Time of the Essence. Time is of the essence in this Agreement. SECTION 10. Counterparts. This Agreement maybe executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. SECTION 11. Waivers. No waiver or any breach of covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement and no waiver shall be valid unless in writing and executed by the waiving party. SECTION 12. Construction. Headings at the beginning of each section and subsection are solely for the convenience of the parties and are not a part of nor should they be used to interpret this Agreement. The singular form shall include plural, and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference. SECTION 13. Governing Law. This Agreement shall be governed and constructed in accordance with California law. SECTION 14. Term. This Agreement shall expire fifteen (15} years from the date of mutual execution by the parties ("Term"), unless the parties agree in writing to extend the Term of this Agreement. Within 15 days of the expiration of the Term, SLAMDA shall remove the Signs and restore the public property on which it was installed to the appearance of comparable public property in the vicinity (for example, on the public median, reinstalling comparable landscaping}. If SLAMDA does not perform under the obligation in this Section 14, Agency will issue thirty (30) days' notice of nonperformance; if SLAMDA does not perform within the thirty (30) days notice period, the parties agree that the Agency may remove the Signs from the public property and invoice SLAMDA for the costs thereof. SLAMDA agrees to pay the Agency's invoice within ten days of