Agmt15 Redwood City Improvement Association (RCIA)

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noncompliance. Such notice shall provide RCIA with a description of the failure to perform upon which the City has based its suspension of disbursement hereunder. Upon the performance by RCIA of its obligations under this Agreement, the City shall resume disbursements to RCIA in conformance with the terms of Section 5.5 set forth above. 5.7 Subsequent Adjustments. If there is an adjustment in the disbursement due to changes in receipts of the District, such disbursement may be adjusted in the following fiscal year. The City shall not be responsible for delays in payments due to delays in transmittal by the County. 5.8 City Review of Financial Summar� The City reserves the right at any time to request a current financial summary of all District Revenues committed and/or spent during the previous quarter(s) from RCIA. RCIA shall submit such financial summary to the City within thirty(30) business days of the City's request. The City reserves the right to review the summary and to refuse to disburse any further installments if it is not satisfied with the statement or with regard to the propriety of RCIA's commitment or expenditure during the previous quarter(s). 6. Costs and Exnenses. The Parties acknowledge that the County of San Mateo will deduct from the funds collected on behalf of the District the County's administrative costs for the collection and distribution of Assessments to the City (the "County Administrative Costs"). The City shall not charge the RCIA for any administrative costs related to collection and monitoring of this agreement. 7. Ownershin of Documents. The designs, plans, reports, files, invoices, investigation materials, documents prepared or acquired by or for RCIA pursuant to this Agreement become the joint property of the City and RCIA. RCIA agrees to exercise due diligence in providing for the secure storage of all such materials and to provide copies for official City records upon the request of City. 8. Independent Contractor. It is expressly agreed that in the performance of this Agreement, RCIA is an independent contractor and is not an employee of City. RCIA retains the right to control and supervise its activities, and employrnent, direction, compensation and discharge of all persons assisting RCIA in the performance of this Agreement. RCIA shall be solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding and all other regulations governing such matters, and shall be solely responsible for RCIA's own acts and those of RCIA's subordinates and employees. 9. RCIA Not Agent of Citv. Neither RCIA nor any of its employees, agents, representatives or subcontractors are or shall be deemed to be agents of the City or public officials for any purpose, including fulfillment of RCIA's obligations pursuant to this Agreement. 10. RCIA's Oualifications. RCIA represents that it has the qualifications and skills necessary to perform the obligations under this Agreement in a competent and professional manner without the advice or direction of City. ATTY/AGR/2015.002/RWC CBID OPERATING AGREEMENT REV:O1-05-2015 PT Page 10 of 19