DOWNTOWN INC - 2013 OPERATING AGMT

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A-2013-150 INWHANOF NOT ON FILE WOR K MAY aF PROCFFI) DATE: f - °l 3 OPERATING AGREEMENT This AGREEMENT made and entered into this 17`h day of September, 2013, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "City," and Downtown Incorporated, Inc., a California non- profit corporation, hereinafter referred to as 'DTI." RECITALS A. Whereas the City Council of the CITY previously established a community management district (hereinafter the "CMD ") designated as the " Dowttown Community Management District" (hereinafter the "DISTRICT "); and B. Whereas assessments were supposed to be levied annually against the assessable parcels in the DISTRICT commencing with Fiscal Year 2009 -2010 and continuing through Fiscal Year 2013 -2014; and C. Whereas the CITY was to use the assessments to contract for the administration of a program of improvements and activities in connection with the DISTRICT for Fiscal Years 2009 -2010 through 2013- 201.4; and D. Whereas due to various reasons the City Council on February 4, 2012 repealed the entirety of the CMD and did not levy the DISTRICT assessment to fund the CMD services for calendar year 2013; and E. Whereas with the repeal of the CMD, several downtown merchants and property owners have expressed an interest in reactivating the Downtown Santa Ana Business Improvement Area (BID) so that they could continue to receive fending to promote the safety, maintenance, and overall economic stability of the downtown area; and F. Whereas the City Council agreed that if there was sufficient support by those businesses that would be impacted by assessments, that it would reactivate the prior Downtown Business Improvement Area which was established on February 6, 1984 pursuant to Ordinance NS -1715 (attached hereto and incorporated herein as Exhibit A) ; and G. Whereas the City Council further agreed in a Settlement and Release Agreement with DTI that, should the BID be reactivated, DTI would receive 50% of the BID revenues in any given calendar year and remaining 50% would be distributed to a new merchants' nonprofit group serving independently of DTI, subject to an operating agreement for each group; and H. Whereas the Santa Aria Business Council has emerged as the new merchants' nonprofit group that has expressed an interest in obtaining the other 50% of BID funds to be spent in 1