Agmt20 Redwood City Improvement Association-CBID Operating Agreement

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9. RCIA Not Agent of City. 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. 11. Non -Exclusive Relationship. RCIA may perform services for, and contract with other clients, persons or companies in its sole discretion, so long as such services and contracts do not result in a breach or a conflict with RCIA's obligations under this Agreement. 12. Redwood City Community Benefit Improvement District Procedural Ordinance RCIA shall comply with all requirements of the Redwood City Community Benefit Improvement District Procedural Ordinance (Chapter 31 of the Redwood City Municipal Code) (the "Procedural Ordinance"). District Revenues shall be expended by RCIA only in a manner that is consistent with the provisions of (i) the Procedural Ordinance, (ii) the District Plan, and (iii) all ordinances, resolutions and actions of the City Council of the City of Redwood City that establish or otherwise relate to the CBID. 13. City's Right To Terminate For Default. If RCIA fails to perform or adequately perform any obligation required by this Agreement, RCIA's failure shall constitute a default. 13.1. The City Manager or their authorized designee shall promptly give RCIA written notice of the occurrence of the default, and shall allow RCIA up to thirty days thereafter to cure the default, or to submit a written plan of action to cure such a default within a reasonable and safe period of time thereafter. 13.2. Failure to cure the default or timely submit the plan of action within the thirty -day period, or failure to adhere to the plan of action, shall entitle the City Council to terminate this Agreement. 13.3. To the extent the alleged default concerns or relates to the use or expenditures of District Revenues, RCIA shall hold all unencumbered District Revenues in an escrow account until the default is cured. 13.4. Notwithstanding the foregoing, if the nature of the default could endanger the public's health and safety, RCIA shall cure the default within twenty-four hours of receipt of notice of the default. If RCIA fails to fully and timely cure the default, then the City Council may, in its sole and absolute discretion, immediately terminate this Agreement. ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT REV: 06-25-2020 MI Page 11 of 18