CITY COUNCIL STAFF REPORT
Meeting Date: May 01, 2023
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: ADOPT RESOLUTION NO. ___-23 APPROVING A SECOND
AMENDMENT TO THE AGREEMENT WITH STAY PLEASANT HILL
TO SERVE AS THE OWNERS' ASSOCIATION FOR THE PLEASANT
HILL TOURISM IMPROVEMENT DISTRICT AND AUTHORIZING
THE CITY MANAGER TO EXECUTE THE AMENDMENT
SYNOPSIS
At its February 22, 2023 meeting, the Budget Committee requested that staff amend the City’s Owners’ Association Agreement with Stay Pleasant Hill to manage the Pleasant Hill Tourism Improvement District (PHTID). This Second Amendment is intended to ensure that Stay Pleasant Hill’s fiscal audits of the PHTID cover the full five-year term of the Agreement. To this end, the Amendment requires Stay Pleasant Hill’s audited financial statements to match the annual reporting schedule of the PHTID Agreement (April 1 – March 31). The annual due date for the audited financial statement will be moved from October 31 to August 31. In addition, if the Agreement were to be terminated early, the Amendment requires Stay Pleasant Hill to complete an audit up to the termination date to close out the Agreement. Finally, the Amendment adds a new Section to the Agreement, clarifying that the Agreement’s final annual fiscal audit is required even though the completion of the audit will occur after the end of the Agreement term.
In addition to the fiscal audit requirement, the Annual Report, Maintenance and Access to Records, as well as Indemnification, shall also survive termination or expiration of the Agreement, but only as to events or obligations occurring during the term of the Agreement.
The attached Resolution, approving this Second Amendment to the Agreement and authorizing the City Manager to execute the Amendment, is submitted for Council approval.
DISCUSSION
On February 7, 2022, the Pleasant Hill City Council approved a resolution authorizing the City Manager to execute an Agreement with Stay Pleasant Hill to serve as the Owners’ Association for the PHTID, to be effective on April 1, 2022 and continuing for five years until March 31, 2027. On March 7, 2022, the City Council approved a resolution authorizing the City Manager to execute the First Amendment to the Agreement, amending the time period for the annual reports from calendar to fiscal year.
The former Owners’ Association of the PHTID, the Pleasant Hill Chamber of Commerce, has requested to be released from completing the PHTID fiscal audit covering the final nine months of their PHTID management term because their PHTID budget schedule (July 1 – June 30) is different than the annual PHTID reporting schedule (April 1 – March 31).
Subsequently, the Budget Committee requested on February 22, 2023 that staff amend the Stay Pleasant Hill PHTID Agreement to ensure that Stay Pleasant Hill’s PHTID fiscal audits cover the full five-year term of the Agreement.
Staff recommends the Council approve the attached Resolution amending the Stay Pleasant Hill PHTID Agreement, as follows (new language is underlined):
4. Annual Report By October 30thAugust 31st of each year, Contractor shall submit to the City Council the report required by Streets and Highways Code section 36650 and the PHTID Management District Plan, hereinafter "the Annual Report". The Annual Report based on the prior fiscal year shall be prepared and submitted to the City Council by October 30thAugust 31st of each year this Agreement is in effect. Each Annual Report shall include an audited financial statement.
The audited financial statements shall annually cover April 1 to March 31 during the entire term of the Agreement. If this Agreement is terminated early, Stay Pleasant Hill will be required to complete an audit up to the termination date to close out the Agreement, which shall verify any unspent funds have been transferred to the City or the new Owners’ Association.
Staff also recommends the Council add the following new Section, as follows (new language is underlined):
28. Continuing Obligations The obligations contained in Sections 4 (Annual Report), 9 (Indemnification), and 15 (Maintenance of Records; Access to Records), shall survive termination or expiration of this Agreement, but only as to events or obligations occurring during the term of the Agreement.
The resolution also authorizes the City Manager to execute the Second Amendment to the Agreement.
FISCAL IMPACT
No direct fiscal impact to the City has been identified.
PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, at the Pleasant Hill Senior Center and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page.
RECOMMENDED CITY COUNCIL ACTION
Adopt the proposed Resolution approving a Second Amendment to the Stay Pleasant Hill PHTID Owners’ Association Agreement, and authorize the City Manager to execute the Second Amendment to the Owners’ Association Agreement.
ALTERNATIVES TO RECOMMENDED ACTION
The Council could choose not to adopt the attached Resolution and leave the Stay Pleasant Hill PHTID Owners’ Association Agreement unchanged.
ATTACHMENT(S):
Proposed Resolution
Exhibit 1 - Second Amendment to the Owners’ Association Agreement Exhibit 2 - First Amendment to the Owners’ Association Agreement Exhibit 3 - Owners’ Association Agreement
Prepared by: Zach Seal, Economic Development Manager
Approved by: June Catalano, City Manager