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HomeMy WebLinkAbout06-02-2015 C4 Downtown Association Agreement 2015-17City of San Luis Obispo, Council Agenda Report, Meeting Date, Item Number FROM: Michael Codron, Assistant City Manager Prepared By: Lee Johnson, Economic Development Manager SUBJECT: 2015-17 DOWNTOWN ASSOCIATION AGREEMENT RECOMMENDATION Approve and authorize the Mayor to execute a two-year agreement with the San Luis Obispo Downtown Association (SLODA) for use of funds collected through the Downtown Parking and Business Improvement Area assessment with no changes other than the term of the agreement. DISCUSSION Background In 1975, the City joined with the Downtown merchants and property owners to create an assessment district to provide funding for special benefits to the Downtown. This district was created pursuant to the Parking and Business Improvement Area Law of 1965 (California Streets and Highway Code (§36000-36081) by adoption of Ordinance Number 649 (1975 Series). The law provided the City Council with the sole discretion as to how the revenue derived from the assessment is to be used within the scope of the purposes spelled out in the 1965 State law. The boundaries of the Downtown Parking and Business Improvement Area (DPBIA) were defined by the Ordinance encompassing the heart of the Downtown business district bounded generally by Santa Rosa and Beach Streets, and by Palm and Marsh Streets as more specifically shown on the boundary map (Attachment 1). The Downtown Association (DA), originally created as an advisory body to the City Council, now operates as an independent 501(c)(6) not-for-profit corporation (SLODA) and has an annual budget of approximately $600,000, about a third of which is derived from the Area assessment on the approximately 600 SLODA members. The City of San Luis Obispo now contracts with the DA for the use of DPBIA assessment funds, as described below. Prior Agreements On July 1, 2008, the City Council entered into a one-year agreement with the newly formed not- for-profit SLODA for the provision of services in return for distribution of all DPBIA assessment revenues. To facilitate a smooth transition from advisory body status to contractor status, the City and the DA formed a transition team that examined the services provided by the City to the DA, and services provided by the DA for the benefit of the City. This analysis informed preparation of the initial contract that enumerated provision of specific services primarily including three events: Holiday Activities, Concerts in the Plaza and Thursday Night Promotions (also commonly referred to as Farmers’ Market). The Agreement also listed on-going services that the DA had traditionally provided, including but not limited to working closely with City staff to address issues of parking, construction, downtown maintenance, economic vitality and long term strategies for the viability and health of the SLODA. 06-02-2015 C4 C4 - 1 2015-17 Downtown Association Contract Page 2 In the years since 2008, two-year contracts have been utilized in recognition of the commitment to the Downtown by both the City and the SLODA. In both 2009-11 and 2011-13 Financial Plan periods, two year contracts were approved by Council with only minor adjustments to the terms in recognition of the outstanding work of the SLODA. In May of 2013, the Council approved a new contract for 2013-15 which had a series of minor changes and several improvements. The 2015-17 contract is the same as the 2013-15 contract with changes to reflect the new time period. FISCAL IMPACT The proposed agreement does not anticipate changes to the City’s relationship with the DA and the provision of services to meet each other’s mutual goals. As envisioned in the agreement, the City will continue to collect the approximately $200,000 in Area assessment revenues and will pass these funds to the SLODA for services provided in accordance with this Agreement. In addition, the City will continue to provide support for the special events that the SLODA provides in under the Agreement. As a result, the proposed agreement has no fiscal impact on the City’s General Fund. ALTERNATIVES Do not renew the Agreement with the SLODA. The Council could direct staff to explore alternatives to contracting with the SLODA for the services provided by this organization. Due to the ongoing nature of the activities produced by the SLODA that have become hallmarks of our community, this alternative is not recommended. ATTACHMENTS 1. Downtown Business Improvement Area Map 2. Proposed 2015-17 Agreement T:\Council Agenda Reports\2015\2015-06-02\Downtown Association Contract Renewal (Codron-Johnson)\Council Agenda Report- Downtown Association Contract Renewal 2015- 17.docx C4 - 2 C4 - 3 THIS PAGE IS INTENTIONALLY LEFT BLANK C4 - 4 Attachment 2 1 AGREEMENT THIS AGREEMENT is entered into as of this first day of July, 2015, by and between the SAN LUIS OBISPO DOWNTOWN ASSOCIATION, a 501(c)(6) non-profit corporation organized under the laws of the State of California, with a place of business at 1108 Garden Street, San Luis Obispo, California 93401 ("SLODA"), and the CITY OF SAN LUIS OBISPO, a municipal corporation and charter city ("City"). RECITALS: A. On October 6, 1975, the City Council adopted, and subsequently amended on various occasions, Ordinance 649 (1975 Series) (collectively, "the Ordinance") creating the Downtown Parking and Business Improvement Area ("DPBIA") in the downtown area of San Luis Obispo, and levying the authorized assessment on all businesses within the area, and B. The City and SLODA have benefited from a close working relationship for the benefit of business and tourism in the downtown area of San Luis Obispo since the inception of the Downtown Business Improvement Area in 1975 and desire to continue their relationship for the betterment of tourism and business; and C. SLODA is uniquely qualified to provide the services contemplated under this contract due to its intimate knowledge of Downtown, unique connection to businesses in the Downtown, and its long experience producing and providing promotional services for the benefit of Association members; and D. The SLODA has historically added substantial value to the events produced under contract with the City by utilizing the financial resources of its membership and dedication of its staff that in total far exceed the DPBIA assessment revenues; and E. The SLODA brings experienced and competent management of the subcontractors that it hires for the contracted events; and F. Both parties acknowledge that the Thursday Night Promotions, Concerts in the Plaza and Holiday Activities are unique events that bring vibrancy to the Downtown city streets and public areas; G. Having determined that promotional activities to benefit business and tourism activities in the Downtown area of San Luis Obispo are an appropriate use of DPBIA assessment proceeds, since such activities are expected to maintain and increase revenues derived by the City from the Downtown area and to preserve and enhance the unique character of the Downtown for the special benefit of Downtown area businesses, and further, having determined that SLODA is able to conduct such promotional activities, the City Council desires to contract with SLODA to conduct promotional activities in the Downtown area of San Luis Obispo; and C4 - 5 Attachment 2 2 H. The City is authorized to enter into a contract to provide services to the members of the DPBIA and to administer the assessment collected for that purpose; the SLODA, a 501(c)(6) organization, wishes to enter into this contract with the City to provide agreed upon services to the DPBIA members. NOW THEREFORE, THE PARTIES AGREE as follows: 1. Scope of Services. SLODA will conduct promotional activities to benefit business and tourism activities in the Downtown area of the City, more specifically set forth in this Agreement as the Scope of Services, attached hereto as Exhibit A and incorporated as if fully set forth herein, as limited by State law and the Ordinance, and subject to any modifications approved in writing by the City Manager. During the term of the contract, the Scope of Services, Exhibit A may be amended by mutual consent of the parties. The City Manager is hereby authorized to approve periodic amendments to Exhibit A without further consent by Council to the extent that any such amendments do not result in the elimination of required Special Events, as set forth in Exhibit A. 2. Financial Reporting. SLODA will prepare and file with City, consistent with City policy, quarterly financial reports within 60 days after the end of the quarter showing qualifying expenditures made by SLODA and shall, upon request by City, produce supporting invoices, receipts, vouchers and statements showing how the DPBIA revenues have been expended consistent with this Agreement. Such financial reports shall include a line-item schedule that matches expenditures with specific, budgeted amounts and activities. The reports will be filed with the City Finance Director consistent with the City’s financial reporting policies and practices, and as reasonably requested by the Finance Director. In addition to interim quarterly reports, the SLODA shall contract with an independent certified public accountant to prepare an annual compilation of the SLODA financial operations related to qualifying revenues and expenses. Said compilation shall be completed every year, at the end of the contract period and shall show the purposes to which the DPBIA funds were put such as the name and date of the event and the allocation of TPBID funds relative to the costs of the event. The compilation shall be conducted in accordance with accounting standards generally accepted in the United States. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements. The SLODA fiscal year shall be July 1 to June 30; and the compilation shall be completed and submitted to the City’s Finance Director within 180 days of the fiscal year end. The City reserves the right to request an audit of the SLODA financial statements and the SLODA agrees to comply with such a request, in intervals no more often than every four years nor less often than every six years. C4 - 6 Attachment 2 3 3. Quarterly Activity Reports. At the time the interim quarterly financial reports are filed, SLODA will also file with the City Manager a report of the activities of SLODA and its subcontractors and the respective accomplishments of each during the period specified in the financial report. 4. Term. The term of this Agreement will commence July 1, 2013 ending on June 30, 2015 to match the two year budget cycle of the City. The contract may be renewed upon approval of the Agreement, including the Scope of Services, by the City Council. The City or the SLODA may terminate this Agreement and any rights, duties and liabilities accruing in this Agreement at any time by giving written notice of election to terminate to the other party at least thirty (30) days prior to the end of the fiscal year. 5. DPBIA Funding Restrictions. The parties acknowledge that DPBIA funds shall be used exclusively for activities within Exhibit A and that all DPBIA funds allocated by the City shall be subject to the restrictions imposed on DPBIA monies by the Ordinance and State law. 6. Limited Use of DPBIA Funds. SLODA will use none of the funds it receives from this Agreement for any purpose not enumerated in the Ordinance, including but not limited to, any expense (including administration and overhead) in support of a SLODA Political Action Committee or any other political entity or activity. The City recognizes that the SLODA may engage in such activities on behalf of its members, independent of its contract with the City and does not attempt through this Agreement to limit those activities, so long as such activities do not utilize DPBIA funds. 7. Accounting for DPBIA Assessments. DPBIA funds may be used to finance fund-raising activities intended to generate additional revenue for use by the SLODA. However, the sum of all DPBIA funds used for this purpose shall be accounted for and proceeds from the fund-raiser equal to that sum shall be used for purposes stated in the Ordinance and conforming to the purposes of the assessment as defined by State law. Further, such use of DPBIA funds shall be specifically described in the periodic reports described in paragraph 2 of this Agreement. 8. City Support for SLODA Activities. The City will continue to provide staff support and services in accordance with the SLODA Scope of Services attached hereto as Exhibit A. The SLODA shall pay to the City the sum of One Hundred Thirty Two Dollars and 60/100 ($132.60) per market for set up and removal of barricades during the 2013-14 fiscal year. Said sum shall be adjusted each July 1 by the Consumer Price Index-All Urban Areas (CPI-U) for February as published annually in March by the Bureau of Labor Statistics, all cities average for the prior calendar year. It is also agreed that SLODA will reimburse City for all costs incurred by City in providing services during the term of this Agreement relating to other SLODA events or promotional services not addressed in this contract. These costs will be determined and certified in accordance with City policies applicable to other non-profit organizations and C4 - 7 Attachment 2 4 City will provide SLODA with invoices for such services, which will be due and payable by SLODA consistent with standard City policies and practices. 9. Monthly Remittance of DPBIA Funds to the SLODA. The City will cause to be paid to SLODA the total amount of DPBIA funds collected by the City during each month within thirty (30) days of the end of the month. The City recognizes that the SLODA relies on the City to collect the assessment and to enforce the payment of the assessment via its business license process. To insure compliance with the Business Tax and License rules, the City and the Downtown Association collaborate to encourage compliance. All business within the City are subject to the same rules and same enforcement procedures. 10. City Staff Rights to Attend SLODA Board Meetings. SLODA shall continue to notify the City via the City Manager or his/her appointed representative of all regular meetings of the Board of Directors and shall have the right to attend all such regular meetings. 11. Independence of SLODA. Neither the City nor any of its officers or employees will have any control over the conduct of SLODA or any of its employees, except as provided above, and SLODA expressly warrants not in any manner or at any time to represent that its officers, agents, servants or employees are in any manner the officers, agents, servants or employees of the City, it being distinctly understood that SLODA is and at all times will remain as to the City, an independent contractor, and the obligations of SLODA to the City is solely as prescribed by this Agreement. 12. Electricity and Tree Lighting Program. The City and the SLODA have agreed to work toward accomplishing additional goals set forth in Exhibit B relating to electricity for Thursday Night Promotions (TNP) and tree lighting. These provisions are separate and distinct from the Exhibit A Scope of Services for which DPBIA funds are provided. Furthermore, the provisions of Exhibit B shall survive termination of this contract. 13. Dispute Resolution between SLODA and its Subcontractors. SLODA shall include a dispute resolution clause in all contracts with subcontractors furnishing services related to contracted events. The dispute resolution clause shall provide a clear and concise process for resolution of disputes that arise between the SLODA and its subcontractors. 14. Assignment. This Agreement contemplates that SLODA will render special services that it is uniquely able to provide, and it is recognized by the parties that an inducement to City for entering into this Agreement was, and is, the ability of SLODA to render these special services. Neither this Agreement nor any interest in this Agreement may be assigned by SLODA, except that SLODA may, on written consent of the City Manager or designee obtained in advance, assign any moneys due, or to become due, to SLODA for purposes consistent with this Agreement. SLODA agrees not to subcontract any portion of the performance contemplated and provided for in this Agreement, except C4 - 8 Attachment 2 5 that SLODA may enter into subcontracts for the sole purpose of carrying out promotional activities within the scope of the Ordinance with the consent of City. Nothing contained in this Agreement is intended to or will be construed as preventing SLODA from employing or hiring as many employees as it may deem necessary for the proper and efficient execution of this Agreement. 15. Insurance. SLODA shall obtain and maintain insurance as set forth in Exhibit C hereto, the requirements of which are incorporated herein. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided or canceled by either party except after thirty (30) days' prior written notice to City, and shall be primary and not contributing to any other insurance or self-insurance maintained by City. SLODA shall deliver to City certificates of insurance and original endorsements for approval as to sufficiency and form prior to the start of performance hereunder. The certificate and endorsements for each insurance policy shall contain the original signature of a person authorized by that insurer to bind coverage on its behalf. "Claims made" policies of insurance are not acceptable unless the City Risk Manager determines that "occurrence" policies are not available in the market for the risk being insured. If a "claims made" policy is accepted, it must provide for an extended reporting period of not less than one hundred eighty (180) days. Such insurance as required herein shall not be deemed to limit SLODA's liability relating to performance under this Agreement. City reserves the right to require complete certified copies of all said policies at any time. Any modification or waiver of the insurance requirements herein shall only be made with the approval of the City Risk Manager. The procuring of insurance shall not be construed as a limitation on liability or as full performance of the indemnification provisions of this Agreement. To the extent that SLODA subcontracts certain activities pursuant to paragraph 14 of this Agreement, SLODA may comply with the requirements of this paragraph 15 by providing certificates of insurance naming SLODA and the City of San Luis Obispo as separate “additional insured” under the subcontractor's insurance, providing that the subcontractor's insurance meets or exceeds the insurance requirements of this paragraph 15, all subject to the approval of the City Risk Manager. 16. Hold Harmless and Indemnification. SLODA shall protect, defend, indemnify and hold City, its officials, employees, and agents (collectively in this Section referred to as "City") harmless from and against any and all claims, demands, causes of action, losses, damages, and liabilities, whether or not reduced to judgment, which may be asserted against City arising from or attributable to or caused directly or indirectly by SLODA, SLODA's employees or agents in the performance of work under this Agreement, or any alleged negligent or intentional act, omission or misrepresentation by SLODA, SLODA's employees or agents, which act, omission or misrepresentation is connected in any way with performance of work under this Agreement. If it is necessary for purposes of resisting, adjusting, compromising, settling, or defending any claim, demand, cause of action, loss, damage, or liability, or of enforcing this provision, for City to incur or to pay any expense or cost, including attorney's fees or court costs, SLODA C4 - 9 Attachment 2 6 agrees to and shall reimburse City within a reasonable time. SLODA shall give City notice of any claim, demand, cause of action, loss, damage or liability within ten (10) calendar days. 17. Notice. Any notices to be given under this Agreement, or otherwise, may be given by enclosing the same in a sealed envelope, addressed to the party intended to receive the same, at its address and by depositing the same in the U. S. Postal Service as regular mail, postage prepaid. When so given, notice will be effective from the time of mailing of the notice. For these purposes, unless otherwise provided in writing, the address of the City and the proper person to receive any notices on its behalf is the City Manager, 990 Palm Street, San Luis Obispo and the address of the SLODA is 1108 Garden Street, Suite 210, San Luis Obispo, California 93401. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this _____ day of , 2015. SAN LUIS OBISPO DOWNTOWN ASSOCIATION, A 501(c)(6) Corporation. By: Dominic Tartaglia, Executive Director, SLO Downtown Association CITY OF SAN LUIS OBISPO By: Jan Howell Marx, Mayor ATTESTATION: By: Anthony Mejia, City Clerk APPROVED AS TO FORM: By: Christine Dietrick, City Attorney C4 - 10 Attachment 2 7 EXHIBIT A SCOPE OF SERVICES I. SPECIAL EVENTS: The events and/or activities set forth and defined below are Special Events the continuation of which the City considers integral to the fulfillment of SLODA’s obligations under the Agreement. As such, the City agrees to continue to provide, at the mutually agreed cost to the SLODA, the enumerated municipal services that have traditionally been provided to the SLODA in conjunction with the events/activities as set forth below and the SLODA shall continue to provide the following Special Events and related services to the Downtown: 1) Holiday Activities: Holiday Activities include some of the County’s most popular holiday events including: a) The Annual Holiday Parade, a free event that features nearly 100 entries and winds its way through the Downtown streets early in the holiday season; b) Santa’s House in Mission Plaza, a free service opening the day after Thanksgiving and operating daily through Christmas Eve. Thousands of children visit the House from all over the county and beyond; c) Classic Carousel in Mission Plaza, a contracted activity by the Downtown Association. Each year, an independent operator brings in a full sized carousel that is set up adjacent to Santa’s House and operates the same hours as the House. 2) Concerts in the Plaza: Concerts in the Plaza are held in Mission Plaza showcasing local (tri county area) bands, providing the highest level of quality in all aspects of the production such as stage and sound, promotional marketing materials, a high level of staffing and security, dozens of volunteers and quality food and beverage vendors. The Downtown Association will be given priority in Mission Plaza for the Friday night concert series beginning the first Friday in June and ending on the thirteenth contiguous Friday hence, subject to the following: a) In those instances where the concert conflicts with Mission College Preparatory School graduation activities that take place in Mission Plaza, the series will begin on the second Friday in June allowing Mission College Preparatory School priority use of the plaza for graduation. b) In years when the series starts on the second Friday in June, it will still run the full thirteen contiguous Fridays. 3) Thursday Night Promotions: (TNP): an event that showcases Downtown and Downtown businesses to visitors, both locals and tourists, and offers opportunities for Downtown businesses, other eligible non-Downtown businesses, produce vendors, non-profit organizations and other community groups to sell their products and services, fundraise, or provide information. TNP is also often generically referred to C4 - 11 Attachment 2 8 as “Farmers Market,” “the market,” “Thursday night,” or other various combinations of those names. City Services in Support of Special Events City services in support of the above events have traditionally included the following, which will continue uninterrupted: 1. Public safety support at levels determined appropriate by the City, including holiday parade escort. 2. Placement and removal of street barricades and coordination of street closures for holiday activities and TNP 3. Placement and removal of City-owned portable restrooms for TNP. 4. Banner placement and advertising at 50% of standard City fees. (Note: SLODA shall retain its priority position with regard to the placement of street banners that promote activities that benefit tourism and business in the district, in addition to the Special Events above, within the scope of the Agreement, but shall be charged fees consistent with City policy for the placement of such banners) 5. Special Events Permit processing at 50% of standard City fees 6. Street clean-up following Special Events 7. Holiday tree placement and removal unless and until alternatives for a live tree are completed and a live tree is installed. 8. Free rental of Mission Plaza for placement of Santa’s House and carousel and for Concerts in the Plaza. SLODA Services in Support of Special Events: SLODA services in support of the above events have traditionally included the following, which will continue to enhance the success of the events: 1. Booth space at TNP for City departments at no cost subject to space availability 2. Noticing via meter flyers for TNP 3. Marketing and coordination of City-related events at TNP at no cost including but not limited to: a. Fire Prevention Night b. Law Enforcement Night c. Public Works Night d. Arbor Day activities e. City of San Luis Obispo Parks and Recreation activities f. City of San Luis Obispo Utilities activities g. San Luis Obispo Transit activities h. City of San Luis Obispo tourism activities II. ONGOING SERVICES: In addition to the Special Events set forth above, SLODA shall provide, as needed, the following Ongoing Services to the Downtown. The costs of any City services required or requested in support of these Ongoing Services shall be allocated to the SLODA C4 - 12 Attachment 2 9 consistent with City policies applicable to other not for profit entities and pursuant to the terms of the Agreement. 1. Parking/Transportation a. Distribute employee and customer parking brochures to targeted groups. b. Work closely with City staff to analyze and make recommendations to the City Council on ways to address employee parking issues. c. Work closely with City staff on the development of downtown construction public information programs. d. Work closely with City staff on parking management plan and any parking and access programs that benefit the community. 2. Downtown Maintenance a. Work closely with City staff to give input on sidewalk scrubbing schedule. b. Disseminate cleanliness and safety information to members through publications and presentations. c. Work with City staff to get trash and recycling receptacles cleaned. d. Continue Downtown Forester program in assisting with tree maintenance. 3. Economic Development Issues a. Work closely with City staff to implement the City’s Economic Development Strategic Plan to maintain Downtown retail health. b. Work closely with City staff on issues related to undesirable and/or criminal behaviors in the Downtown, such as aggressive panhandling, graffiti, and drunk-in- public behaviors. c. Continue to coordinate with City and Chamber of Commerce to get information to visitors on Downtown retail/shopping opportunities. d. Continue collaboration efforts with the Chamber of Commerce and other business and visitor groups to increase effectiveness of local and regional marketing. e. Get word out to Downtown retailers and restaurants when conferences/events are in town and encourage them to do direct marketing/outreach as provided to the SLODA via the City’s tourism efforts. 4. Organizational Capacity Keep the City apprised of and included in the process of any update to the SLODA’s long term strategy for the fiscal sustainability, including strategies to: a. Maintain economic vitality and independence of the organization b. Identify options for development of other funding sources to be considered, pursued, and/or secured to supplement the organization’s activities; c. Evaluate internal organization, and committee structure, and allocation of resources to identify changes needed to most effectively implement SLODA’s mission and goals. C4 - 13 Attachment 2 10 EXHIBIT B ELECTRICITY AND TREE LIGHTING Electrical Wiring in Higuera Street for Future Electrical Connections In 2008 and 2012 the City facilitated the installation of electrical conduit and service connections in Higuera Street to provide electrical connections for use by Thursday Night Promotions vendors. A further capital project will be required to facilitate additional connections. The City and SLODA have agreed to work toward accomplishing the connections over the term of the Agreement. However, the parties recognizes that the completion of such a project will require additional funding and the parties agree that the cost allocation relating to the provision of such connections and post-installation maintenance issues, such as electrical service costs, are subject to further negotiation. Tree Lighting Program On January 24, 2012, in return for the City’s issuance of a temporary revocable encroachment permit, SLODA executed an agreement for encroachment within the public right-of-way for the SLODA Tree Lighting and Power Project. Furthermore, on June 14, 2012, the City and SLODA amended their contract for services dated July 1, 2011, under which the SLODA was allowed to conduct a Tree Lighting and Power Project consisting of installation of string lights in trees, installation of electrical boxes to provide the lights with electricity per City standards, and installation a commemorative plaque to acknowledge tree lighting donors. The Tree Lighting and Power Project shall meet the following requirements: 1. The Tree Lighting and Power Project will be allowed on street trees along Higuera Street between Morro and Garden Streets (the “Project Area”) All areas outside the Project Area are reserved for the City’s commemorative tree program as established per Resolution No. 10151 (2010 Series) until such time as the commemorative tree program is eliminated or the Project Area modified. 2. Trees in the Project Area that have commemorative plaques granted prior to June 14, 2012, in accordance with the City’s planting and commemorative plaque program, are excluded from the Tree Lighting and Power Project unless written approval of the commemorative donor to allow inclusion in the Tree Lighting and Power Program has been obtained by the SLODA. 3. The SLODA may charge a fee to cover the costs of installing, maintaining, operating (including electricity) and replacing the lighting and plaques otherwise administering the Tree Lighting Project. 4. SLODA will be entirely responsible for all costs associated with the Tree Lighting and Power Project and shall comply with the following conditions: C4 - 14 Attachment 2 11 a. install, maintain, operate, replace, and remove tree lighting in the Program Area upon revocation of the encroachment permit issued for the Tree Lighting and Power Project (unless otherwise agreed in writing by City); b. purchase, place, maintain, and remove all plaques associated with its Program upon revocation of the encroachment permit issued for the Tree Lighting and Power Project (unless otherwise agreed in writing by City); c. remove any damaged or hazardous plaques when needed or upon request by the City; and d. provide lighting of the existing commemorative trees in the Program Area. e. Plaques shall be no larger than 5” x 6” and shall have wording appropriate to a public location. f. All tree lighting shall be placed in accordance with guidance of the City Arborist to minimize impacts to pruning and other maintenance operations. g. Any expansion of the Program Area requires the prior written approval of City before implementation by SLODA. City will use reasonable caution when completing work in the vicinity of SLODA facilities, but is not responsible for any damage to SLODA facilities resulting from maintenance activities or tree pruning. SLODA shall repair any such inadvertent damage to its tree lighting or plaques or other facilities. In the event the City must remove any plaque to complete work, the City will return the plaque to SLODA. SLODA shall reinstall the plaque at SLODA’s expense. C4 - 15 THIS PAGE IS INTENTIONALLY LEFT BLANK C4 - 16