1 CITY OF CULVER CITY
MEMORANDUM OF UNDERSTANDING
WITH: DOWNTOWN BUSINESS ASSOCIATION
FOR: SPECIAL EVENTS AND ACTIVITIES
This Memorandum of Understanding (“M OU” or “Agreement”) is entered into b y the City of Culver City (the “City”), a California muni cipal corporation, and the Culver City Downtown Business Association (the “DBA”), a California non -profit corporation (collectively, the “Parties”).
RECITALS
WHEREAS, the DBA m anages the Culver City D owntown Business Improvement District established by Ordinance dated as of September 28, 1998.
WHEREAS, on August 17, 2009, the Culver City City Council approved a memorandum of understanding with the DBA which, among other things , defined the DBA’s relationship with the City and delineat ed the functions, duties and responsibilities of the Parties with respect to their partnership in community events and the general economic development of the City, and has renewed such arrangement over the years; and,
WHEREAS, the City has a significant and long-standing interest in enhancing the City’s economic and business environment by attracting business and investment to the community; and,
WHEREAS, the City, in cooperation with the DBA, has expended and continues to expend resources on events and projects that serve to benefit the community and the economic development of the City; and,
WHEREAS, the Parties have a common in terest in promoting and maintaining the City as a healthy and growing area for commerce and business; and,
WHEREAS, the DBA has the expertise and ability to pro duce events and projects that attract business es to , and improve the overall quality of life w ithin, the community and the Parties desire to enter i nto an agreement to continue to carry out these objectives; and,
WHEREAS, representatives from the Parties have met to identify and discuss the methods and means of accomplishing the se m utual objectiv es and, as a re sult,
2 have co mmitted to working cooperatively toward achiev ing these mutual objectives; and,
WHEREAS, the Parties desire t o continue this relationship by executing this MOU, which shall be applicable to calendar years 2022 through 2025.
NOW, THEREFORE, based on the foregoing recitals, and in consideration of the terms and conditions set forth herein, the Parties agree as follows:
1. GENERAL RESPONSIBILITIES OF THE DBA: Under this MO U, the DBA shall, in general:
A. Produce events or projects that promote and maintain the City as a healthy and growing area for commerce and business;
B. Assist the Ci ty in communicating with the business community, including, but not limited t o, providing notice regarding City -related business to its members;
C. Assist the communi ty in directing th e public to the appropriate City departments or other governmental agencies; and,
D. Assist City staff in coordinating meetings on business issues.
2. SPECIFIC EVENTS AND PROJECTS: The City and the DBA shall work together to offer special events which shall include, but are not limited to the following:
A. Annual Holiday Tree Lighting Event:
i. The DBA shall:
a. in consultation with City staff, select the date, location, program content and any additional
essentials of the event; and,
b. select, contract for (when applicable), and pay any
expenditures needed for th e location, caterer,
decorations, and design and printing of any
promotional and program materials.
ii. The City:
a. hereby designates the event a City-sponsored event;
b. shall, at the DBA’s request, and City resources
permitting, install banners at any or the City’s
three banner locations, if available, and waive the
applicable permit and City installation fees , as
approved by the City Manager or the City Council.
3 c. hereby designates City staff and allocates
approximately 20 hours of City staff time, City
resources permitting, to assist the DBA with the
planning, preparation and/or promotion of the event,
and waives applicable fees for up to 20 hours per
event of City staff time;
d. shall allow the use of Town Plaza as set f orth in
Section 5 of this Agreeme nt, if available , or an
alternate location as agreed upon by the Parties; and
e. The City shall facilitate the processing of any City permits it deems necessary for the event . Requests
for permit fee waivers m ay be approved by the Ci ty
Manager, or deferre d to the Ci ty Council for
consideration, at the City Manager ’s discretion. The
DBA shall cooperate with any requests for information
to assist the City in any City permitting process. The DBA shall be responsible for obtaining any o ther non-
City permits required for this event.
B. Annual Holiday Tree Display: As part of the Annual Holiday Tree Lighting Event, the City shall designate, as City -sponsored, the annu al display of holiday t ree during the period specified in the related license agreement (see Section 5). The display of the holiday tree shall be accompanied by a sign or plaque identifying the City of Culver City and DBA as sponsors of the display.
C. Annual Halloween Event : (including trick -or-treating at downtown merchants, live music, and photo opportunities):
i. The DBA shall:
a. in consultation with City staff, select the date, location, program content and any additi onal essentials of the
event; and,
b. select, contract for (when applicable), and pay any
expenditures needed for the location, caterer,
decorations, and design and printing o f any
promotional and program materials.
ii. The City:
a. hereby designates the event a City-sponsored event;
b. shall, at the DBA’s request, and City resources
permitting, install banners at any or all of the City’s three banner locations, if available, and waive the
applicable permit and City installation fees , as
approved by the City Manager or the City Council.
4 c. hereby designates City staff and allocates
approximately 20 hours of City staff time , City
resources permittin g, to as sist the DBA with the
planning, preparation and/or promo tion of th e event,
and wai ves applicable fees for up to 20 hours City
staff time; and,
d. shall allow the use o f T own Plaza as set forth in Section 5 of this Agreement, if a vailable, or an
alternate location as agreed upon by the Parties.
e. The City shall process any City permits it deems
necessary for the event . Requests for permit fee
waivers may be approved by the City Manager , or
deferred to th e City Council for conside ration, at the City Manager’s discretion. The DBA shall cooperate
with any r equests for inf ormation to assist the City in any City permitting process. The DBA shall be
responsible for obtaining any other non -City permits
required for this event.
3. CANCELLATION OF EVENTS : If t he DBA reasonably determines the production of a particular event to be fina ncially infeasible in any given year, the DBA may cancel an event by giving the Ci ty sixty (60) days’ written notice of suc h cancellation. Any event can celled in one year shall re sume in the following year s unless wr itten notice of cancellation is provide d in any of the following year s in accordance with the provisions of this Section.
4. ADDITIONAL EVENTS : The P arties may, fro m time to ti me, agree to conduct joint events in addi tion to the Annual Hol iday Tree Light ing Event and Annual Halloween Event in Town Plaza or another location as agreed upon by the par ties.
Additional events must be approved by the Culver City City Council at a public meeting.
Any additional event approv ed by the City Council , pursuant to t his Section 4 of this MOU, shall be subject to all applicable terms and conditions of this MOU . For each event approved in accordance with the provisions of this Section, the City may:
a. designate the event as a City-sponsored event; and,
b. shall, at the DBA’s request, and City res ources, permitting, install banners at any or the City’s three banner locations, if available, and waive the applicable permit and City installation fees, as ap proved by the City Manager or the City Council.
c. designate Ci ty staff and al locate a pproximately 20 hours o f staff time to assist t he DBA with the planning, preparation and/or promotion of the event, a nd waive applicable fe es fo r up to 20 hours of City staff time; and,
5 d. allow the use of To wn Plaza, if a as set forth in Section 5 of this Agreement, if available, or alternate location as agreed upon by the parties.
e. facilitate the processing of any City permits it deems necess ary for the event. Requests for permit fee waivers m ay be approved by the City Manager or deferred to the City Council for considerati on, at the City Manager’s discretion. The DBA shall cooperate with any requests for information to assist the Ci ty in an y City permitting process. The DBA shall be responsi ble for obtaining any other non-City permits required for a specific event
5. LICENSE FOR USE OF TOWN PLAZA: The City hereby grants a license to DBA (“Licensee”) for use of the City-owned property known as Town Plaza and illustrated on Exhibit A, attached hereto and incorporated he rein (“Premises”), for t he sole purpose of conducting the events , activities or displays identified in Sec tion 2 of this Agreement (collectively, “Permitted Events”) and as further se t fort h be low in Section 5. I, subject to the execution of a written letter agreement for each Permitted Event, specifying the dates/times of the License Term, a general description of activities and location for the Permitted Event, and acknowledgement that Licensee and City shall be bound by the t erms and conditions of th is MOU. Such letter agreement shall be in the form attached to this MOU as Exhibit C. The licenses granted under this Agreement shall be refe rred to as “License” and sha ll be su bject to all of the follo wing terms and conditions:
A. License T erm: The License shall run concurren tly with t he dates of the Permitted E vents (“License Term”) and shall be i n effect sole ly during the Permitted Events, including set-up and break-down.
B. Use of Premises : With the e xception o f the pu rposes de scribed in this Section 5, Licensee shall not be authorized to use the Premises for any other purpose whatsoever. Licens ee may use the Premises only for the setup, operation and break down of the Permitted Events , as more partic ularly described in the related permits issued by the City for each Permitted Event (“Special Event Permit” ) and shall be limited to the activiti es specifically described therein.
C. Security Deposit: For each Permitted Event, Licen see shall submit to City a deposit in the amount of $5,000.00 a s security at least five business days prior to that Permitted Event, which shall be applied by City to repair or replace any broken or damaged property or equipment and perform required maintenance of the Premises not otherwise performed by Lic ensee at th e conclusion o f that Permitted Event (See Section 5. F), to pay third party expenses incurred on behalf of City , as a result of Licensee’s actions, and/or to compensate City for time expended re sponding to complaints or needs arising from Licensee’s activities related to that Permitted Event. In the event
6 the cost of the expenses described in this Section 5.C exce eds the $5,000 security deposit, Licensee shall be solely responsible for such cost s and shall pay any outst anding balance within 30 da ys of the c onclusion of t hat Permitted Event.
D. Property Management Fee: For each Permitted Event that takes pl ace on the portion of Town Pla za managed by Hackma n Capita l Partners (HCP), Licensee shall be responsible for and submit directly to Hackman Cap ital Partners a reasonable Property Management Fee for coordination, inspection and oversight of the Premises b efore during and aft er the Permitted Event.
The Property Management Fee shall depend on serv ices and time required by Licensee before, during and after the Permitted Event, and may be waived by HCP in its sole discretion. The Property Management Fee shall be paid at least five business days prior to that Permitted Event , w ith written proof of payment submitted to City.
E. Compliance with Laws and City Requirements: Licensee shall comply with all federal, state and local laws, statu tes and ordin ances in conn ection with Licensee's entry onto and use of the Premises under this Section 5. City shall coordinate and cooperate with License e in Licensee's activities to obtain a ll necessary g overnment permits and permissions from the City In addition, during all times Licensee uses the Premises, Licensee shall comply with all of the following:
i. The conditions of approval of the Special Event Permit issued for each Permitted Event.
ii. All requirements of City, including, bu t not limite d to Community Development, Public Works, Police and Fire Departments.
iii. Signage placed on the Premises s hall be limited on ly for the purposes set forth in the Special Event Permit for each Permitted Event , unless otherwise specificall y a pproved, in writ ing, by the City Manager o r his/her designee.
iv. For each Permitted Event at which a lcohol is served, Licensee shall obtain a l iquor lic ense from the Ca lifornia Depa rtment of Alc oholic Beverage Control for the sale or other distribution of alcoholic beverages on the Premises by Licensee during that Permitted Event.
F. Condition of Premises Upon Vacation and Repair of Property and Equipment:
Upon vacation o f the P remises after each Permitted Event , Licensee shall remove all trash and debris f rom the Premises, r emove any substances placed on the Premise s, and leave the Premis es in the same condition in which the Prem ises were found up on c ommencement of Licens ee’s us e of
7 the Premises, pursuant to this License. Licensee shall repair or replace, to the reasonable satisfaction of the Public Works Director/City Engineer, broken or damaged City-owned or operated real or pe rsonal property or public right- of-way caus ed, dir ectly or indirectly , by Licensee ’s activities related to the Permitted Events.
G. Hazardous Materials : Licensee shall not stor e or use or cons ent to the storage or u se of any Hazardous Materials on the Premi ses. As used in th is Agreement, "Hazardous Materials," means any subs tance, material or waste which is or becomes regulated by the United States government, the State of California, or any lo cal or other government al author ity, including, without limitation, any material, s ubstance or waste which i s (i) d efined as a "hazardous waste", "acutely hazardous waste", "restricted hazardous waste", or "extremely hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code; (ii) defined as a "hazardous substanc e" under Section 25316 of the California Health and Safety Co de; (iii) defined a s a "hazardous material", "hazardous substance", or "hazardous wa ste" unde r Sec tion 25501 of the California Health and Safety Code; (i v) defined as a "hazardous su bstance" unde r Section 25281 of the California Health and Safety Code; (v) petroleum; (vi) asbestos; (vii) a polychlorinated biphenyl; (viii) listed under Article 9 or defined as "hazardous" or "extre mely hazardous" pu rsuant to Article 11 of T itle 22 of the California Code of Regulations, Chapter 20; (ix) designated as a "hazardous substance" pursuant to Section 311 of th e Clean Water Ac t (33 U.S.C. Section 1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of t he Resource Cons ervation and Recovery Act (42 U.S.C. Section 6903); (xi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 96 01); or (xii) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any governme ntal requirements e ither requires special han dling in its use , transportation, generation, co llection, storage, treatment or d isposal, or is def ined as "hazardous" or is harmful to t he environment or capable of posing a risk of injury to public health and safety.
H. Event Insu rance: For each Permitted Event, Licensee shall procure and maintain, at Licensee’s own cost and expense a nd for the duratio n of the License Term, insurance coverage as set forth in Section 7 of this Agreement.
I. Premises Subject to Ava ilability: Nothing in this Agreement or the License granted hereunder shall guarant ee Licensee the use of the Premises for the Permitted Events . L icensee’s use of the Premises shal l be subject to availability and may be granted or denied in the sole discretion of the City.
8 J. Business Improvement District License : In consideration of the DBA ’s management of the Cul ver City Downto wn Bu siness Impr ovement District, which includes Town Plaza, the City Manager is authorized to administratively grant, in their sole discre tion, a license to the DBA for additional limited activities within Town Plaza , suc h as the installation of decorations and production of live music. The City Manager’s authorization shall take the form of a written letter agreement, specifying the dates /times of the License Term, a general description and location of the activities, and acknowledgement that Licensee and Cit y shall be bound by the terms and co nditions of this MOU.
Such letter agreement shall be in the form attached to this MOU as Exhibit C.
6. INDEMNIFICATION: To the fullest extent permitted by law, the DBA shall indemnify, defend (at DBA’s sole expens e, with lega l counse l appro ved by Cit y) and hold h armless the Ci ty of Culver City, m embers of its City Council, its boa rds a nd commissions, officers, agents, and employees (herei nafter, "Indemnitees"), from and against all loss, damage, cost, expe nse, liab ility, claim s, deman ds, sui ts, reason able attorneys' fees and judgments arising out of or in any manner related to this Agreement and the License granted here under. This indemni fication includes, but is not limited to, tort liability to a third person for bodily injury and property damage.
DBA agrees that this obligation to indemnify, defend and hold harmless extends to liability and/or claims arising from Indemnitees' active or passive negligence.
Notwithstanding the foregoing, nothing herein shall be construed to require DBA to indemnif y an Indem nitee fr om any cl aim arising from the sole negligence or willful misconduct of that Indemnitee.
The duty t o defend referenced herein is wholly independent from the duty to indemnify, arises upon wri tten n otice by Cit y to DBA of a c laim withi n the potenti al scope of this indemnification provision, and exists regardless of any determination of the ultimate liability of DBA, City or any Indemnitee.
7. INSURANCE: Without limiting its obligations pursu ant to Section 5.G and Section 6 of this Ag reement, DBA shall procure and maintain, at DBA’s own cost and expense and for the dura tion of this Agreement, insurance coverage as set fort h i n "Insurance Requirements" attached to and incorporated into this Agr eement as Exhibit B.
8. DEFAULT AND CURE: Should any party allege default by the other party of the other party’s obligations under this MOU, the party alleging default shall provide a written notice of default to the other party and include a description of the default and requested actions to cure said default. The ot her party shall, i n good faith, attempt to cure the default within fifteen (15) days of receipt of the notice of default.
9 Failure of the other party to cure the default to the reasonable satisfaction of the party alleging default within fifteen (15) days of receipt of the notice of d efault shall be cause for termination of this MOU under Section 9 hereof.
9. TERMINATION AND TERM : Any party, upon the default hereunder by the other party, may terminate this MOU by providing at least thirty (30) days’ written notice to the other party. Services provided hereund er shall continue until the date of termination.
The term of this MOU shall be from June 30, 2022, through December 31, 2025, unless terminated under the provisions of this S ection, and shall supersede the MOU currently set to expire December 31, 2022.
10. FURTHER ASSURANCES: Each of the parties hereto shall ex ecute and deliver any and all additional papers, documents and other assura nces, an d shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereund er and to carry out t he intent and agreements of t he par ties hereto.
11. GOVERNING LAW: The term s of this Agreement and the License granted hereunder shall be interpreted according to the laws of the State of California.
Should litigation occur, venue shall be in the Superior Court of Los Angeles County.
12. LITIGATION FEES: Should litigation ar ise out of this Agreement or the License granted hereunder or the performance thereof, the court shall award cost s and expenses, including attorney’s fees, to the prevailing party. In awarding attorney’s fees, the court shall not be bound by any court fee schedule, but shall award the full amount of costs, expenses and attorney’s fees paid or incurred in good faith.
13. TRANSFERABILITY AND ASSIGNABILITY: This Agreement and the License granted hereunder are neither transferable nor assignable by the DBA.
14. NOTICES: All notices given or required to be given pur suant to this Agreement shall be in writing and may b e given by personal delive ry or by mail. Not ice sent by mail shall be addressed as follows:
To City: City of Culver City
Attention: City Manager
9770 Culver Boulevard
Post Office Box 507
Culver City, California 90232-0507
To Licensee: Culver City Downtown Business Association
Attention: Sylvia Bianchi
P.O. Box 1322
10 Culver City, CA 90232
15. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement of the parties hereto relating to the Premises and shall supersede prospectively from the date it is entered into any and all prior written or oral negotiations or agreements of the parties relating to the Premises. This Agreement shall not be modified in any particular manner except by a written amendment duly executed by the parties.
16. AUTHORITY TO ENT ER INTO AGREEMENT: The individual( s) executing t his Agreemen t on behalf of e ach party is (are) authorized to execute this Agreement on behalf o f said party. Eac h party has taken all actions required by law to approve the execution of this Agreement.
17. SIGNATURES AND COUNTE RPARTS: The Parties acknowledge and agree that this Agreement may be executed in counterpart, and by faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature, which shall be consid ered a s an original signature for all p urposes and shall have the same force and effect as an original signature.
City of Culver City: Downtown Business Association:
By: By:
John Nachbar Darrel Menthe
City Manager President
Dated: Dated:
Approved as to Content: Approved as to Form
Heather Baker
City Attorney
11 EXHIBIT A
TOWN PLAZA PREMISES
12 EXHIBIT B
INSURANCE REQUIREMENTS
A. Policy Requirements.
DBA shall submit duly executed certifi cates of insurance f or the following:
1. An occ urrence based Commercial General Li ability ("CGL") policy, a t least as broad as I SO Form CG 0001, in the minimum amount of One Million Dollars ($1,000,000) each occurrence, with not less than Two Million Dollars ($2,000,000) in annual aggregate coverage .
The CGL Polic y shall have the follo wing requirement s:
a. The p olicy shall provid e cove rage for p ersonal injury, bodily injury, death, accident and property damag e a nd advertising injury, as those terms are un derstood in the contex t of a CGL policy. The coverage shall be utilized to satisfy, t o the extent of the cover age limits, the Ci ty’s s elf-insured retention unde r any other policy of insurance. The coverage sh all not be excess or co ntributing with respect to the City’s self -insurance, commercia l liability insurance, or any pooled risk arra ngements ;
b. The policy sh all provide $ 1,000,000 c overage per accident, for owned, hired and non -owned automobile liability; automobile liability c overage may be satisfied with a stand - alone po licy or as a component of the CGL policy;
c. The policy shall in clude coverage f or liabil ity undertaken by contract covering, to the maximum extent permitted by law. DBA's obligation to i ndemnify the Indemnitees as required under Section 6 of this Agreement;
d. The Policy shall not exclude c overage for Completed Operations, Hazards or Athletic or Sports Participants; and
e. The City of Cul ver Cit y, members of its City Coun cil, boards and commissions, and its officers, agents, and employees shall be named as additional insured s in an endorsement to the policy, which shall be provided to the City and approved by the City Attorney.
f. The Policy shall not contain an “Indep endent Negligence” provision that would void or ot herwise nullify the insur er’s
13 obligation to def end and indemnify the C ity of Culver Cit y in the event that its independent neg ligence i s alleged or prov en.
g. The C GL lim its may be satisf ied with a primary po licy w ith $1,000,000 occurrence/$2,000,000 annua l agg regate, OR, by a primary policy with lower l imits of coverage plu s a n Ex cess or Umbrella policy which will satisfy the occu rrence an d aggregate limit requir ement. If Consultant’s insurance coverage pr ovides coverage in excess o f t hese required limits , but is eroded by payment or claim reserves, then Consultant or its insurance carrier shall notify the City of Culver City within ten (1 0) days when the contractual co verage limits provi ded are below the r equired coverage limits.
h. The City of Culver City reserves the right to revie w and waive or modify the CGL aggregate requirement in the e vent that an adequate pro ject specific po licy and limits are prov ided.
2. Reserved.
3. Reserved .
4. If the Agreemen t will have DBA employees w orking within the City limits, DBA shall m aintain Workers’ Compensation Insurance (Stat utory Limits) and Emplo yer’s Liability Insurance (with limits o f at least one million dollars [$1,00 0,000] per accident.) DBA shall submit to City, along with the certi ficate of insurance, a Waiver of Subro gation endor sement in favor of City, its officers , agents, employees and volunteers .
B. Waiver by C ity.
City may waive on e or more of the coverages listed in Section A, above.
This waiver mu st be express and in writin g, and will only be made upo n a showing by the DBA that its operations in and with resp ect to City are not such as to impose liability within the scop e of that particular co verage.
C. Additional Insurance Requirements.
1. All insura nce li sted in Paragraph A s hall be issued by compa nies licensed to do business in the State of California, with a claims paying ability r ating of "BBB" or better by S&P (and the equivalent by any othe r Rating Agenc y) and a rating of A-:VIII or better in the current Best's Insurance Reports;
2. DBA shall pro vide City with at l east thi rty (30) days prior written notice of any modification, reduction or cancellation of any of the Poli cies requi red in
14 Paragraph A, or a mi nimum of ten (10) days ’ notice for cancell ation due to non-payment.
3. City may increase the scope or dollar amount of coverage required under any of the polic ies d escribed above, o r may require different o r additional coverages, upon prior written notice to DBA.
15 EXHIBIT C
LETTER AGREEMENT FOR PERMITTED EVENT
This Letter Agreement for an additional Permitted Event is entered into by and between the City of Culver City (the “City”), a California municipal corporation, and the Culver City Downtown Business Association (the “DBA”), a California non-profit corporation (collectively, the “Parties”) pursuant to the following terms:
1. The Parties agree that the DBA may conduct the Permitted Event described herein.
2. The Parties agree to be bound by all terms and conditions of that certain MOU for Special Events and Activities dated _____.
3. This Letter Agreement is entered into pursuant to Section 5 of the MOU for Special Events and Activities, which allows the Parties to agree to additional Permitted Events.
4. A general description of the activities for the Permitted Event follows: _______.
5. The location of the Permitted Event is ______.
6. The date and time of the Permitted Event is ______.
City of Culver City: Downtown Business Association:
By: By:
John Nachbar Darrel Menthe
City Manager President
Dated: Dated:
Approved as to Content: Approved as to Form
Dated: Dated:
Heather Baker
City Attorney