Agmt20 Redwood City Improvement Association-CBID Operating Agreement

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5.6 Suspension of Payments. If RCIA fails to perform any of its obligations as set forth in this Agreement, the City shall have the right to suspend the disbursement of Assessment Revenues to costs to RCIA pursuant to Section 5.5 until such time as RCIA is in compliance with the terms of this Agreement. If, as a result of RCIA's failure to perform, the City elects to withhold payment, the City shall give RCIA written notice of its intention to suspend disburse Assessment Revenues until RCIA has cured its 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 Summary. 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 Expenses. 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. Ownership 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 employment, 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. ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT REV: 06-25-2020 MI Page 10 of 18