Agmt20 Redwood City Improvement Association-CBID Operating Agreement

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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 or not available to perform any duties or provide any District Plan Services in any fiscal year. This Agreement does not authorize or engage RCIA to construct any public work or improvement costing more than ten thousand dollars. Any such work must be separately contracted by the City pursuant to Section 67 of the City Charter of Redwood City. 2. Method of Performing Duties. RCIA shall perform all duties as reasonable and necessary to accomplish the intent of this Agreement in a manner consistent with the standards outlined in this Agreement, the Engineer's Report, and the District Plan. It is understood that RCIA may provide some or all of the District Plan Services by engaging the services of contractors or other third parties (such as security firms). RCIA shall be responsible for the selection and oversight of any such contractors, and such contractors will not, by virtue of their agreements with RCIA, be contractors or employees of the City. Notwithstanding any such contracting arrangement, RCIA shall be responsible to the City for the performance of all of its obligations under this Agreement, and such obligations may not be assigned or transferred to any third party. 3. Term. Upon the execution of this Agreement by the Parties and approval of this Agreement by the City Council, this Agreement shall be effective as of July 13, 2020 and continue until December 31, 2023 (the "Term), unless terminated earlier in accordance with the terms of this Agreement. The City shall have the option to extend this Agreement for an additional five-year term, beginning January 1, 2024 and terminating on December 31, 2029. In no event shall the term of this Agreement extend beyond December 31, 2029. 4. RCIA Responsibilities. 4.1. Program Implementation and Operation. RCIA shall be fully responsible for developing, implementing, directing and operating the District Plan. RCIA assumes all responsibility for implementation of the District Plan and its programs. 4.2. Labor Code, Prevailing Wages and Third Party Services 4.2.1. To the extent applicable, RCIA shall comply with the requirements of the California Labor Code and shall require that any third party providing services to RCIA in connection with the District comply with such requirements. Requirements of the California Labor Code include, but are not limited to, requirements relating to hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation and prevailing wages. RCIA acknowledges that, for purposes of the requirements of Labor Code Section 1720 et seq., all services provided by RCIA (either directly or by its contractors) pursuant to this Agreement are "paid for in whole or in part out of public funds." 4.2.2. Selection of Third Party Contractors and Suppliers: ATTY/AGR/2020.108/RWC CBID OPERATING AGREEMENT REV: 06-25-2020 MI Page 3 of 18