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6.C. - Page 76 of 124 <br />9. RCIA Not Agent of City. Neither RCIA nor any of its employees, agents, representatives or <br />subcontractors are or shall be deemed to be agents of the City or public officials for any purpose, <br />including fulfillment of RCIA's obligations pursuant to this Agreement. <br />10. RCIA's Oualifications. RCIA represents that it has the qualifications and skills necessary to <br />perform the obligations under this Agreement in a competent and professional manner without <br />the advice or direction of City. <br />11. Non -Exclusive Relationship. RCIA may perform services for, and contract with other clients, <br />persons or companies in its sole discretion, so long as such services and contracts do not result in <br />a breach or a conflict with RCIA's obligations under this Agreement. <br />12. Redwood City Community Benefit Improvement District Procedural Ordinance RCIA <br />shall comply with all requirements of the Redwood City Community Benefit Improvement <br />District Procedural Ordinance (Chapter 31 of the Redwood City Municipal Code) (the <br />"Procedural Ordinance"). District Revenues shall be expended by RCIA only in a manner that <br />is consistent with the provisions of (i) the Procedural Ordinance, (ii) the District Plan, and (iii) <br />all ordinances, resolutions and actions of the City Council of the City of Redwood City that <br />establish or otherwise relate to the CBID. <br />13. City's Right To Terminate For Default. If RCIA fails to perform or adequately perform any <br />obligation required by this Agreement, RCIA's failure shall constitute a default. <br />13.1. The City Manager or their authorized designee shall promptly give RCIA written notice of <br />the occurrence of the default, and shall allow RCIA up to thirty days thereafter to cure the <br />default, or to submit a written plan of action to cure such a default within a reasonable and <br />safe period of time thereafter. <br />13.2. Failure to cure the default or timely submit the plan of action within the thirty -day period, <br />or failure to adhere to the plan of action, shall entitle the City Council to terminate this <br />Agreement. <br />13.3. To the extent the alleged default concerns or relates to the use or expenditures of District <br />Revenues, RCIA shall hold all unencumbered District Revenues in an escrow account until <br />the default is cured. <br />13.4. Notwithstanding the foregoing, if the nature of the default could endanger the public's <br />health and safety, RCIA shall cure the default within twenty-four hours of receipt of notice <br />of the default. If RCIA fails to fully and timely cure the default, then the City Council may, <br />in its sole and absolute discretion, immediately terminate this Agreement. <br />ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT <br />REV: 06-25-2020 MI <br />Page 11 of 18 <br />282 <br />