The URL can be used to link to this page

Home My WebLink About _ 6.3--Public Hearing - Tourism Marketing Business Improvement District � � �' � � � � � � ' � �' � � ' � ` CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: July 16, 2024 FROM: Jason Gibilisco, Management ITEIVI NO. 6.3 Assistant to the City M�anager ***APPROVED BY*** � 3a�,c �s ,. s�n:sgc�ra� t. ,.av�ant t�J tPa��'�ty�1.�srsqz�r 7�'°�tk?2 }�= Ip�ti2,��1 �S2 t' 7+x i;'��{}°7 jgibilisco@cityofredding.org btippin@cityofredding.org SUBJECT: 6.3--Public Hearing to consider renewal of the Redding Tourism Marketing Business Im rovement District. Recommendation Conduct a Public Hearing and, upon conclusion, if the total record of protests by the owners of lodging businesses within the proposed Redding Tourism Marketing Business Tmprovement District(RTMBID) is less than 50 percent of the estimated total assessment of the RTMBID: (1) Adopt Resolution declaring the results of the majority protest proceedings and renewing the RTMBID until December 31, 2035; and (2) Approve an Agreement for Services with the Redding Tourism Marketing Group for the period January 1, 2026 through December 31, 2035. Fiscal Impact None immediately. The City of Redding (City) will receive a fee of one percent of the amount collected to cover administration costs. It is anticipated that the Redding Tourism 1Vlarketing Business Iinprovement District (RTMBID) marketing programs will increase visitation to the City, thereby increasing transient occupancy tax and sales tax collections. Alternative Action If a majority protest is received, the City Council (Council) tivould be required to dismiss the Resolution declaring the results of the majority protest proceedings of the RTMBID. If majority protest is not an issue, and the Council is not in agreement with the conditions of the RTMBID renewal, it could return the matter to staff with additional direction. Report to Redding City Council July 8,20Z4 Re: 6.3--Public Hearing - Tourism Marketing Business Improvement District Page 2 Background/Analysis At its meeting on May 21, 2024, the Council adopted a Resolution of Intention to renew the existing RTMBID for a 10-year term, funded by an assessment on lodging industry receipts. That action directed staff to proceed with the noticing and setting of the required Public Meeting and the Public �Iearing. Per the California Streets and Highways Code, at least 50 percent of the weighted written petitions in support of the RTMBID renewal were submitted to the City C1erk's Office prior to the May 21 meeting, thus allowing the Council to set this Public Hearing. On June 18, 2024, the Public Meeting was held and no concerns were voiced. This Public Hearing fulfills the final step required by law to allow the renewal of the RTMBID. Local hotel- industry participants representing a large majority of lodging revenues (more than 70 percent) have endorsed the renewal through signed petitions. Staff anticipates there will be little or no opposition expressed at the Public Hearing, leaving the Council free to approve the renewal of the RTMBID. It also is recommended that an Agreement for Services between the City and the Redding Tourism Marketing Group (RTMG) outlining the RTMG's obligations be ratified by the Council at the time of final approval of the renewal of the RTMBID. Establishments within the RTMBID, which encompasses the City, would continue to charge an additional two percent fee on all overnight stays. Tt is expected that approximately $1.4 million annually will be generated, with the revenue to be used specifically for marketing and advertising the Redding area. Envi�^onmental Review This is not a project defined under the California Environmental Quality Act, and no further action is required. Council P�iority/City Manager Goals • Economic Development — "Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community." Attachments ^Resolution ^Agreement for Service RESOLUTION NO. 2024- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING DECLARING RESULTS OF 1VIAJORITY PROTEST PROCEEDINGS AND RENEWING THE REDDING TOURISM MARKETING BUSINESS IMPROVEMENT DISTRICT (RTMBID) WHEREAS, the City of Redding (City) created the RTMBID for a five (5) year term on June 3, 2008,by Resolution N�o. 2008-56; and WHEREAS,the RTMBID was subsequently renewed in 2011 and again in 2015 for an additional ten(10)year term, by Resolution No. 2015-038, which ends on December 31, 2025; and WHEREAS,the Property and Business Improvement District Law of 1994(Streets and Highways Code §36600 et. seq.) authorizes the City to renew business improvement districts upon petition by a weighted majority of the business owners located within the boundaries of the district; and WHEREAS,lodging business owners who will pay more than fifty percent(50%)of the proposed assessment, as tiveighted according to the amount of the assessment to be paid by the petitioner, within the boundaries of the RTMBID have petitioned the City Council to renew the RTMBID; and WHEREAS, the renewed RTMBID includes all lodging businesses, existing and in the future, available for public occupancy located within the boundaries of the City; and WHEREAS, included with the petitions was a Management District Plan (Plan) summary that describes the proposed assessment to be levied on all lodging businesses, existing and in future, available for public occupancy within the RTMBID to pay for marketing and sales promotion programs and other improvements and activities set forth in the Plan; and WI�EREAS, the assessed lodging businesses within the RTMBID will receive a specific benefit from the activities and improvements set forth in the Plan; and WHEREAS,on May 21, 2024,at 6:00 PM at City Council Chambers, 777 Cypress Ave,Redding, CA 96001, the City Council adopted a Resolution of Intention, Resolution No. 2024-044; and WHEREAS,the public meeting and public hearing to consider the renewal of the RTMBID have been properly noticed in accordance with Streets and Highways Code §36623; and WIIEREAS, on June 18,2024,at 6:00 PM at City Council Chambers,777 Cypress Ave,Redding, CA 96001, the City Council held a public meeting regarding the renewal of the RTMBID, and the City Council heard and received objections and protests, if any, to the renewal of the RTMBID and the levy of the proposed assessment; and 1 WHEREAS,on J�uly 16, 2024, at 6:00 PM at City Council Chambers, 777 Cypress Ave, Redding, CA 96001, the City Council held a public hearing regarding the renewal of the RTMBID, and the City Council heard and received al1 objections and protests, if any,to the renewal of the RTIVIBID and the levy of the proposed assessment; and WHEREAS,the City Clerk has determined that there was no majority protest. A majority protest is defined as written protests received from owners of businesses in the renewed RTIVIBID which would pay fifty percent (50%) or more of the assessments proposed to be levied. Protests are weighted based on the assessment proposed to be levied on each lodging business; and WHEREAS, the City bears the burden of proving by a preponderance of the evidence that an assessment imposed for a specific benefit or specific government service is not a tax, that the amount is no more than necessary to cover the costs to the City in providing the specific benefit or specific government service, and that the manner in which those costs are allocated to a payor bear a fair or reasonable relationship to the specific benefits or specific government services received by the payor; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL THAT: 1. The recitals set forth herein are adopted by the City Couneil as findings and they are true and correct. 2. The RTMBID is hereby renewed for a ten(10)year term,beginning January l, 2026, or as soon as possible thereafter, and ending ten (10) years from its start date. 3. The Plan dated January 4, 2024, is hereby adopted and approved. 4. The activities to be provided to benefit businesses in the RTMBID wi11 be funded by the levy of the assessment. The revenue from the assessment levy shall not be used: to provide activities that directly benefit businesses outside the RTMBID; to provide activities or improvements outside the RTMBID; or for any purpose other than the purposes specified in this Resolution, the Resolution of Intention, and the Plan. Notwithstanding the foregoing, improvements and activities that must be provided outside the RTMBID boundaries to create a specific benefit to the assessed businesses may be provided,but sha11 be limited to marketing or signage pointing to the RTMBID. 5. The City Council finds as follows: a) The annual assessment rate is two percent(2%) of gross short-term sleeping room rental revenue. During the ten(10)year term, the assessment rate may be increased annually by the RTMG by a maximum of one quarter of one percent (0.25%) of gross short-term sleeping room rental revenue per year. The total assessment rate shall not exceed three percent (3%). Based on the benefit received, assessments will not be collected on stays of more than thirty (30) consecutive days, counting portions of calendar days as full days, nor on stays by any officer or employee of a foreign government who is exempt by reason of express provision of federallaw or 2 international treaty. The assessment shall be collected on stays until the period of thirty (30) days has expired unless there is an agreement in writing between the operator and the occupant providing for a longer period of occupancy. b) The activities funded by the assessment will provide a specific benefit to assessed businesses within the RTMBID that is not provided to those not paying the assessment. c) The assessment is a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege. d) The assessment is a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product. e) Assessments imposed pursuant to the RTMBID are levied solely upon the assessed business, and the business owner is solely responsible for payment of the assessment when due. Tf the owner chooses to collect any portion of the assessment from a transient, that portion shall be specifically called out and identified for the transient in any and a11 communications from the business owner as the "TMBID Assessment" or"Tourism Assessment." 6. The assessments levied for the RTMBID shall be applied towards marketing and sales promotion programs to market City of Redding lodging businesses as tourist, meeting and event destinations, and other improvements and activities. 7. Assessments levied on lodging businesses pursuant to this Resolution shall be levied on the basis of benefit. Because the services provided are intended to increase sleeping room rentals, an assessinent based on gross short-term sleeping room rental revenue is the best measure of benefit. 8. The assessments for the entire RTMBID will total approximately $1,400,000 in year one (1). 9. Bonds shall not be issued to fund the RTMBID. 10. The RTMBID shall include all lodging business, existing and in the future, available for public occupancy located within the boundaries of the City of Redding. A boundary map is attached hereto and incorporated herein by reference. 11. The assessments shall be used for the purposes set forth above and any funds remaining at the end of any year may be used in subsequent years in which the RTMBID assessment is levied as long as they are used consistent with the requirements set forth herein. 3 12. The assessments to fund the activities and improvements for the RTMBI�D wi11 be collected by the City on a monthly basis,and in accordance with S�reets and Highways Code §36631. 13. The City Council, through adoption of this Resolution and the Plan, has the right pursuant to Streets and Highways Code §36651, to identify the body that sha]1 implement the proposed program, which shall be the Owners' Association of the RTMBID as defined in Streets and Highways Code §36612. The City Council has determined that Redding Tourism Marketing Group, Inc., sha11 be the RTMBID Owners' Association. 14. Redding Tourism Marketing Group, Inc., pursuant to Streets and Highways Code §36650, shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvement and activities described in the report. The first report shall be due after the first year of operation of the RTMBID. 15. The RTMBID renewed pursuant to this Resolution will be subject to any amendments to the Property and Business Tmprovement District Law of 1994 (California Streets and Highways Code §36600 et. seq.). 16. The City Clerk, or his or her designee, is directed to take all necessary actions to complete the renewal of the RTMBTD and to levy the assessments. 17. This Resolution sha11 take effect immediately upon its adoption by the City Council. I HEREBY CERTIFY that the foregoing resolution was introduced and adopted at a regular meeting of the City Council of the City of Redding on the 16th day of July, 2024,by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: TENESSA AUDETTE, Mayor ATTEST: FORM APPROVED: SHARLENE TIPTON, City Clerk CHRISTIAN M. CURTIS, City Attorney 4 Boundary Map �,t ;� ��dir�� T�uris� �ar��ir�g �ca�ir�es� 1r�p��rr�er�� C�i��ri�� I��'��IL�� ., s�r�sta��r��rv� , F �;; . �� ,,� , �� .k F : � +� � t�� , - � � ; ,,:, �; „ m,�., �w..: .,,�, �,� � � � �% - 1;. � _�� ,,,� _ , �,` • ..r�."� � _ �;, �, , ,v�� x� i� i � r� y'�Y; i �t��99 it E � � �ta Ftie��`� , �__ � , _, „ � � t��' � t�� .:,�. ��y 44 w�"� � � � <<, �u� � � � � �� , � ��,w,+ � �, � � ti�. "'�� '� a�i��"� � ;�'"- r^� �;Yi � _' � .�"`_ :,.,� ' ` .� .......�- , � � s,ti �,� � .,�._ .. , >� , , . � �t t , � ` �,� x s �.,, ,t� , _a„,,� "S+ `�+ e� , - tw:.��"�,�� 4 �� ``� � �_.�.�`� `�� . ab � w,�° >. .�, � �.w 5� . � �. � . n x <.._ J... 'v. `"' ......... .. :b:, ,�u.,....,e 9'wre� C.w 4 v ��C�t�111t,��If}��.3EYli�� `��''� �" � �"'' s`. REDDING TOURISM MARKETING BUSINESS IMPROVEMENT DISTRICT MANAGEMENT AGREEMENT AGREEMENT FOR SERVICES This Agreement, dated , 2024, is by and between the City of Redding, hereinafter referred to as the "City," and the Redding Tourism Marketing Group, Inc., hereinafter referred to as "Contractor," collectively referred to as the "Parties." RECITALS A. On July 16, 2024, the City Council adopted Resolution number , hereinafter the "Resolution," renewing the Redding Tourism Marketing Business Improvement District, hereinafter "TMBID," in accordance with the provisions of the Property and Business Improvement District Law of 1994,Streets and Highways Code section 36600 et seq., hereinafter the "1994 Law." B. Contractor was designated in the Resolution and TMBID Management District Plan as the Owners' Association in accordance with Streets and Highways Code section 36612. C. Streets and Highways Code section 36651 states the City may contract with the Owners' Association for provision of TMBID services. D. Contractor is willing to provide services to the City on the terms and conditions set forth in this Agreement. AGREEMENT Now,therefore,the parties agree as follows: 1. En�a�ement. The City hereby retains Contractor to provide the services described in Exhibit A, and Contractor accepts such engagement. 2. Term.The term of this Agreement shall begin on lanuary 1, 2026 and end on December 31,2036 or, if the TMBID is disestablished prior to December 31, 2036, the effective date of TMBID disestablishment. 3. Independent Contractar. No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an Independent Contractor. Contractor is not the agent or employee of the City in any capacity whatsoever, and the City shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor. A. Contractor shall have no claim under this Agreement or otherwise,for seniority,vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, 1 hospital care, retirement benefits, social security, disability, Workers' Compensation, unemployment insurance benefits, civil service protection, or employee benefits of any kind. B. Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes(including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold City harmless from any and all liability which City may incur because of Contractor's failure to pay such amounts. C. In carrying out the work contemplated herein,Contractor shall comply with all applicable federal and state Workers' Compensation and liability laws and regulations with respect to the officers,agents and/or employees conducting and participating in the work;and agrees that such officers, agents, and/or employees will be considered Independent Contractors and shall not be treated or considered in any way as officers, agents and/or employees of City. D. Contractor agrees to perform its work and functions at all times in strict accordance with all applicable federal, state, City and city laws, resolutions, regulations, titles, departmental procedures and currently approved methods and practices in the field; and that the sole interest of City is to ensure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with standards required by the City. E. Notwithstanding the foregoing, if the City determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, City may upon two (2) week's written notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments. 4. Indemnification. A. To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the City, its City Council, employees and agents from and against any and all claims, losses,damages, liabilities and expenses, including but not limited to reasonable attorneys'fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, and (2) is caused by any negligent act,omission or willful misconduct of Contractor, any subcontractor,anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The City may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. B. To the fullest extent permitted by law,the City shall hold harmless,defend and indemnify Contractor, its Board of Directors, employees and agents from and against any and all claims, losses,damages, liabilities and expenses, including but not limited to reasonable attorneys'fees, 2 arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense (1j is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, and {2) is caused by any negligent act, omission or willful misconduct of City, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The Contractor may participate in the defense of any such claim without relieving City of any obligation hereunder. 5. Insurance. Insurance coverage in a minimum amount set forth herein shall not be construed to relieve Contractor for liability in excess of such coverage, nor shall it preclude City from taking such other action as is available to it under any other provisions of this Agreement or otherwise in law. A. Contractor affirms that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers'Compensation or to undertake self-insurance in accordance with the provisions of the Code and Contractor further assures that it will comply with such provisions before commencing the performance of work under this Agreement. Contractor shall furnish to City certificate(s) of insurance evidencing Worker's Compensation Insurance coverage to cover its employees, and Contractor shall require all subcontractors similarly to provide Workers'Compensation Insurance as required by the Labor Code of the State of California for all of Contractor's and subcontractors' employees. Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense. Neither Contractor nor its carrier shall be entitled to recover from City any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement. B. Cantractor shall furnish to City certificates of insurance with Automobile Liability/General Liability Endorsements evidencing at a minimum the following: (1) Combined single limit bodily injury liability and property damage liability - $1,000,000 each occurrence. (2) Vehicle / Bodily Injury combined single limit vehicle bodily injury and property damage liability-$500,000 each occurrence. 6. Conformitv with Law. A. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, including, but not limited to,the Ralph M. Brown Act(Gov. Code section 54950 et seq.} and the Public Records Act (Gov. Code section 6250 et seq.}, resolutions, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold City harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, resolutions, codes and regulations. 3 B. If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the City. Contractor shall promptly submit to City a written report, in such form as may be required by City of all accidents which occur in connection with this Agreement. This report must include the following information: (1) Name and address of the injured or deceased person(s); (2) Name and address of Contractor's sub-contractor, if any; (3) Name and address of Contractor's liability insurance carrier; and (4) A detailed description of the accident and whether any of City's equipment,tools, material,or staff were involved. C. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to tne circumstances surrounding a potential claim,while maintaining public safety, and to grant to the City the opportunity to review and inspect such evidence, including the scene of the accident. 7. Pavment.City shall forward to Contractor all TMBID assessment funds collected within thirty(30) days of collection, less any City administrative fees, not to exceed one percent (1%) of the amount collected, as authorized in the TMBID Management District Plan. Notwithstanding the foregoing, any penalties and interest collected on delinquent assessments shall be retained by the City to cover the costs of collection. Delinquent assessments collected shall be forwarded by the City to Contractor within thirty (30) days of collection. 8. Taxes. Payment of all applicable federal, state and local taxes shall be Contractor's sole responsibility. 9. Conflicts of Interest. Contractor covenants that it presently has no interest, and shall not have any interest,direct or indirect,which would conflict in any manner with performance of services required under this Agreement. 10. Notices. All notices, requests,demands,or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: A. Personal delivery: When personally delivered to the recipient, notices are effective on delivery. B. First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. 4 C. Overnight Delivery: When delivered by overnight delivery with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. D. Addresses for purpose of giving notice are as follows: To City: To Contractor: City of Redding Redding Tourism Marketing Group, Inc. 777 Cypress Avenue 2334 Washington Avenue Redding, CA 96001 Redding, CA 96001 E. Any correctly addressed notice that is refused,unclaimed,or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed,or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. F. Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement. 11. Use of Citv Propertv. Contractor shall not use City property, including equipment, instruments and supplies, or personnel for any purpose other than in the performance of its obligations under this Agreement. 12. Equal Emplovment Opportunity Practices Provisions. Contractor certifies that it is in compliance with the Equal Employment Opportunity Requirement of Executive Order 11246, as amended by Executive Order 11375 and supplemented I 45CFR, Part 60, Title VII of the Civil Rignts Act and any other federal or state laws pertaining to equal employment opportunity and that it shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, age, sex, national origin, ancestry, marital status, political affiliation or physical or mental condition, in matters pertaining to recruitment, hiring,training, upgrading,transfer,compensation or termination. A. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration far employment without regard to their race,creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor. B. Contractor shall, if requested to so do by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor. 5 C. if requested by the City,Contractor shall provide the City with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. D. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act which is prohibited by law. 13. Compliance with Licensin� Requirements. Contractor shall comply with all necessary licensing requirements and shall obtain appropriate licenses and display the same in a location that is reasonably conspicuous, and file copies of same with the City. 14. Audits and Records Access. A. Contractor shall make available to the City, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices,vouchers, cancelled checks,and other records or documents evidencing or relating to the expenditures and disbursement of TMBID assessment funds, and shall furnish to the City, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as the City may require with regard to any such expenditure or disbursement charged by Contractor. B. Contractor shall maintain full and adequate records in accordance with City requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the City, Contractor shall, upon request of the City, make such books and records available to the City for inspection at a location within the City or Contractor shall pay to the City the reasonable and necessary costs incurred by the City in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The City further reserves the right to examine and re-examine said books, records and data during the four (4} year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the City, and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records,accounts, and data in any manner whatsoever for four(4)years after the City makes the final or last payment or within four (4) years after any pending issues between the City and Contractor with respect to this Agreement are closed, whichever is later. C. Contractor shall not be required to conduct an annual audit. However, if the City has a reasonable basis to believe that expenditures have not been consistent with the TMBID Management District Plan, the 1994 law, or any other applicable laws, the City may request an audit of expenditures for the period in question. 15. Documents and Materials. Contractor shall maintain and make available to City for its inspection and use during the term of this Agreement, all Documents and Materials, defined as any and all documents,contracts, subcontracts, receipts, invoices, plans, collateral, advertisements and other paper or electronic writings and other materials used for the provision of services under this Agreement. 6 Contractor's obligations shall continue for four (4) years following termination or expiration of this Agreement, and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials,for four(4)years following the City's last payment to Contractor under this Agreement. 16. Time of Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 17. Termination/Disestablishment. The City has and reserves the right to suspend, terminate or abandon the execution of any work by Contractor upon adoption of a resolution disestablishing the TMBID pursuant to the 1994 Law. Per the 1994 Law,such a resolution may only be adopted if(1)the City Council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district and a noticed hearing on disestablishment is held, or (2) in the thirty-day period following the anniversary of the district's formation, business owners paying fifty percent or more of the assessment file a written protest with the City and a hearing on disestablishment is held. In the event the City disestablishes the TMBID, Contractor shall be entitled to retain TMBID revenues only for paying the Contractor's current liabilities of the TMBID. Pursuant to the 1994 Law,Contractor shall refund to City any remaining TMBID revenues or any revenues derived from the sale of assets acquired with TMBID revenues to enable distribution ofthe revenues to the business owners which paid the assessment. Contractor agrees that City has and reserves the right to deny the transfer of TMBID revenues and/or suspend, terminate or abandon the execution of any work by the Contractor in accordance with this agreement or misfeasance, nonfeasance, or gross malfeasance, or criminal conduct as determined by a court of competent jurisdiction. Any retention of TMBID revenues by Contractor shall comply with the 1994 Law. 18. Choice of Law. This Agreement,and any dispute arising from the relationship between the parties hereto, shall be governed by the laws of the State of California. Any litigation arising out of or in connection to this Agreement shall be venued in the County of Shasta. 19. Advertisin�or Publicitv. Contractor shall not use, reproduce or copy the seal of the City and shall not represent the City in an official capacity as spokesperson or officer or agent or use the name City of Redding, or the names of the City's officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of the City in each instance unless set forth in this Agreement. Nothing in this section prohibits Contractor from using the name Redding Tourism Marketing Business Improvement District or City of Redding for regional identification for promotion and marketing of the TMBID. 20. Entire A�reement. This Agreement, including all attachments,exhibits,and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between City and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings,and all other agreements,written or oral, 7 between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. 21. Modification of A�reement. This Agreement may be supplemented, amended or modified only by mutual agreement of the parties; however,this Agreement shall be subject to any amendments to the TMBID Management District Plan adopted by the City Counci) pursuant to the 1994 Law. No supplement, amendment or modification of this Agreement, except for a duly adopted amendment to the TMBID Management District Plan,shall be binding unless it is in writing and signed by authorized representatives of both parties. 22. Subcontractin�/Assignment. Contractor shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the City's prior written approval. A. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void. B. Contractor may use subcontractors to provide any portions of the service identified in Exhibit A without prior written consent of the City. C. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors. 23. Survival. The obligations of this Agreement, which by their nature would continue beyond the termination or expiration of the Agreement, including without limitation obligations regarding indemnification,ownership of documents, and conflict of interest, shall survive termination or expiration for two (2)years. 24. Severabilitv. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. IN WITNESS THEREOF,the parties hereto have executed or approved this AGREEMENT on the dates below their signatures. 8 CITY OF REDDING, A Municipal Corporation Dated: . 2024 TENESSA AUDETTE, Mayor ATTEST: FORM APPROVED: SHARLENE TIPTON,City Clerk CHRISTIAN M. CURTIS, City Attorney Reddin T m Marketing Group, Inc. �-, Dated:�`�- , 2024 By: 9 EXHIBIT A Scope of Services Contractor shall provide the following services: 1. Contractor shall cooperate with City staff in the performance of all work hereunder, 2. Contractor will provide projects, programs and activities that benefit assessed businesses within the TMBID in accordance with the TMBID Management District Plan attached hereto and any subsequent amendments thereto. 3. Contractor shall perform responsibilities under the Property and Business Improvement District Law of 1994(the "�aw") including but not limited to: a. Preparation of the Annual Report required by the Law, which shall be prospective and include: 1. Any recommended changes to boundaries; 2. The improvements and activities to be provided for that fiscal year; 3. An estimate of cost for providing the improvements and activities; 4. The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his/her business for that fiscal year; 5. The amount of any surplus or deficit revenues to be carried over from a previous fiscal year; and 6. The amount of any contributions to be made from sources other than assessments. b. Delivering the Annual Report at least thirty(30)days prior to January 1 of each year. 4. Contractor shall develop and maintain financial records related to receipt and/or expenditure of all funds received from the City. 10