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City's warrant register. Auto Mall waives any law that is contrary to any of the agreements in this <br />Section 2.4. <br />2.5 City Facilitation of Site Improvements. The City shall take commercially <br />reasonable steps to expedite the review and processing of building permits, certificates of <br />occupancy and final instruction, and other permits, approvals and entitlements needed by Auto <br />Mall in connection with the installation of the Sign. <br />3. AUTO MALL OBLIGATIONS. <br />3.1 Operating Agreement; Continuous Operation. The Auto Mall hereby covenants <br />and agrees to continuously conduct or cause to be conducted Required Operations within the <br />City during the entire Operating Period. Such continuous operations shall be subject to the force <br />majeure provisions of Section 5.11 hereof. <br />3.2 Maximization of Sales Tax. At all times during the Operating Period, the Auto Mall <br />shall designate Its dealerships and sales offices in the City as the point of sale for sales and use <br />tax purposes in all automotive retail sales and service operations that originate from within the <br />City. <br />3.3 Payment of Taxes. The Auto Mall dealers shall pay or cause to be paid any and <br />all taxes applicable to or arising out of the lease, operation and/or use of its dealerships and sales <br />offices in the City, including, without limitation, all taxes attributable to sales occurring at such <br />offices, except that the Auto Mall dealers retain the right to protest and contest County of Orange <br />decisions related to the value of its interest in any property or leasehold. The Auto Mall dealers <br />shall make or cause to be made timely sales and use tax payments to the State Board of <br />Equalization, except that the Auto Mall dealers retain the right to protest and contest State Board <br />of Equalization assessments or decisions that it believes to be erroneous. <br />3.4 Compliance with Laws. Subject to the Auto Mall dealers' right to contest same, <br />the Auto Mall dealers shall conduct or cause to be conducted all activities within the City and shall <br />perform its obligations under this Agreement in conformity with all applicable federal, state, and <br />local laws, ordinances, and regulations. Nothing in this Agreement is a representation orwarranty <br />by City that any construction work performed by EMI within the City on or after the date of this <br />Agreement is not a public work as defined in Labor Code Sections 1720, et seq., including but <br />not limited to Sections 1771 and 1781. <br />3.5 Ownership of Sign. The Auto Mall shall own and take full responsibility for the <br />operation and maintenance of the Sign. <br />3.6 City Time on Sign. The Auto Mall shall provide the City access to digital space on <br />the Sign for the purpose of marketing City sponsored events (e.g. Council or Commission or <br />Special events). The Auto Mall shall dedicate 10% of its advertising time on the Sign (e.g. six <br />minutes per hour) to City sponsored events provided by the City. The provisions of this paragraph <br />shall survive the termination of this Agreement. <br />4. TERM. <br />4.1 This Agreement shall commence on the Commencement Date and terminate on <br />March 31, 2028, unless terminated earlier in accordance with Section 5, below. The Term of this <br />Agreement may be extended upon a writing executed by the City Manager and the City Attorney. <br />75A-26 <br />