Agmt15 Redwood City Improvement Association (RCIA)

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This Management and Disbursement Agreement ("AgreemenY') between the City of Redwood City, a municipal corporation, (the "City") and the Redwood City Improvement Association, a California Non-Profit Public Benefit Corporation, (the "RCIA") is entered into this 12th of January, 2015 ("Effective Date"). City and RCIA shall respectively be referred to as the "Party" or collectively as the"Parties." RECITALS WHEREAS, on August 25, 2014, the City Council adopted Ordinance No. 2408, approving the creation of the Downtown Redwood City Community Benefit Improvement District of 2014 ("District") pursuant to the Redwood City Community Benefit Improvement District Procedural Ordinance (Redwood City Municipal Code Chapter 31); and WHEREAS,the Management District Plan for the District ("District Plan"), attached hereto as Eachibit A and by this reference incorporated herein and made an operative part of this Agreement, and the assessment engineer's report prepared in connection with the District (the "Engineer's Report"), describe and set forth the sidewalk operations and beautification, District identity and signage, and parking management service and improvements to be provided to properties within the District, the administration of such services and improvements, and related reserves (the "District Plan Services"); and WHEREAS, the City, through an assessment ballot protest proceeding held on July 28, 2014, received more than 50%of weighted ballots in support of the proposed levy of the assessments to fund the District Plan Services and the administration thereof pursuant to the District Plan; and WHEREAS, the District Plan Services will be funded through an annual levy of assessments upon the lots and parcels of real property within the boundaries of the District (the "Assessments"), commencing December 2014, and continuing for fifteen (15) consecutive years through December 31, 2029; and WHEREAS, the City desires to enter into an agreement with RCIA to act as the owners association for the District and to administer and implement the District Plan Services specified in the District Plan, including, but not limited to, annually creating a District budget and policies to comply with the District Plan; preparing and filing annual reports with the City reflecting compliance with the District Plan; and overseeing the day-to-day administration, operations and implementation of the District Plan Services. NOW THEREFORE,the Parties to this Agreement do hereby covenant and agree as follows: 1. Scoae of Duties. RCIA agrees to promptly perform all duties specified in this Agreement and provide the District Plan Services as specified in the District Plan and the annually approved District budget. RCIA and the City shall each respectively designate an individual or individuals who shall be responsible for communications with each other for the duration of this Agreement. Nothing in this Agreement shall be construed to require RCIA to provide District Plan Services to the extent funds are not available to provide those District Plan Services due to lack of funding from Assessments or other revenues from operation of the District (the "District Revenues"). RCIA shall notify City in writing as soon as RCIA is aware that District Revenues are insufficient ATTY/AGR/2015.002/RWC CBID OPERATING AGREEMENT REV:01-05-2015 PT Page 2 of 19