CITY OF CULVER CITY
MEMORANDUM OF UNDERSTANDING
WITH: CULVER CITY CHAMBER OF COMMERCE
This Memorandum of Understanding (“M OU” or “Agreement”) is entered into by the City of Culver City (the “City”), a California municipal corporation, and the Culver City Chamber of Commerce (the “Chamber”), a California non-profit corporation (collectively, the “Parties”).
RECITALS
WHEREAS, the purpose of this MOU includes, but is not limited to, defining the Chamber’s organizational relationship with the City; and delineating the functions, duties and responsibilities of the Parties with respect to their partnership in community events and economic development activities in the City; and
WHEREAS, the City has a significant interest in enhancing the City’s economy and business environment by attracting business and investment to the community; and
WHEREAS the City, in cooperation with the Chamber, continues to expend significant resources towards events and projects that serve to benefit the City at large; and
WHEREAS, the Parties have a common interest in promoting and maintaining Culver City as a healthy and vibrant place to do business; and
WHEREAS, the Chamber has the expertise and ability to produce events and projects that attract and retain businesses to the City, and the Parties desire to entire into an agreement to carry out those objectives; and
WHEREAS, the Parties have entered into MOU s since 2009 defining specific duties and responsibilities with regard to joint events and/or activities;
WHEREAS, the last MOU expired on December 31, 2024, with an extension until June 30, 2026;
WHEREAS, representatives from the Parties have met to discuss current state of business in Culver City and have identified methods of accomplishing these mutual objectives and, as a result, have committed to work cooperatively towards the achievement of these mutual objectives; and
WHEREAS, the Parties desire to continue this relationship by executing a new MOU, which shall be applicable to fiscal years 2026 – 2027 and 2027 – 2028, and will be amended, as needed, to reflect the current needs of the community; and
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 CITY
Under this MOU, the City shall, in general:
A. Promote Chamber programming geared to the entire City business community and designate the events and programs in Exhibit A as City-sponsored. These events and programs are collectively referred to as “Co-Sponsored Events.” B. Participate, as needed and as resources permit, in the planning, preparation and/or promotion of the Co -Sponsored Events , including, but not limited to, promotion of the events through the City’s website, via social media and on the City’s video crawler.
C. Contribute 25% of the total estimated costs of the Co-Sponsored Events or at least $1,000, whichever is less , as determined by the City . This contribution may take the form of staff time, materials, a waiver of fees, or any combination thereof.
D. Provide City staff time to the extent resources permit (at no fee) to assist the Chamber with the planning, preparation and/or promotion of the Co-Sponsored Events.
E. Lead and organize virtual educational workshops/ forums at the City’s cost.
F. Lead and organize a Creative Economy event.
G. Organize industry cluster meetings and/or events.
H. Process any City permits it deems necessary for the Co -Sponsored Events.
Requests for permit fee waivers may be approved by the City Manager, or deferred to the City Council for consideration, at the City Manager’s discretion.
The Chamber shall cooperate with any requests for information to assist the City in any City permitting process.
2. GENERAL RESPONSIBILITIES OF THE Chamber:
Under this MOU, the Chamber shall, in general:
A. Produce events or projects that promote and maintain the City as a healthy and growing area for commerce and business, including, but not limited to, the Co- Sponsored Events listed in Exhibit A;
B. Promote the City at regional and state Chamber events; C. Assist the City in communicating with the business community, including, but not limited to, providing notice regarding City-related business to its members; D. Assist the community in directing the public to the appropriate City departments or other governmental agencies;
E. Participate in and promote the “Explore Culver City” tourism program; F. Assist City staff in coordinating meetings on business related-issues; G. Participate as needed in the planning, preparation and/or promotion of Co- Sponsored Events on Chamber website, newsletter and social media; H. Promote the Business Educational Workshops, Creative Economy and Industry Cluster events led by the City;
I. Place the City logo in all materials outlined in this MOU; J. Obtain any and all applicable permits and licenses required for the Co - Sponsored Events, including, but not limited to, City special event permit; and K. Ensure all Co-Sponsored Events comply with the Culver City Municipal Code.
3. CANCELLATION OF EVENTS: If the Chamber reasonably determines the production of a particular event to be financially infeasible in any given year, the Chamber may cancel an event by giving the City sixty (60) days’ written notice of such cancellation. Any event cancelled in one year shall resume in the following years unless written notice of cancellation is provided in any of the following years in accordance with the provisions of this Section.
4. ADDITIONAL EVENTS : The Parties may, from time to time, agree to conduct other co-sponsored events as agreed upon by the parties. Additional events must be approved by the Culver City City Council at a public meeting. Any additional events approved by the City Council, pursuant to this 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;
B. Designate City staff and allocate staff time to assist the Chamber with the planning, preparation and/or promotion of the event, and waive applicable fees and City staff time; and
C. Facilitate the processing of any City permits it deems necessary for the event.
Requests for permit fee waivers may be approved by the City Manager or deferred to the City Council for consideration, at the City Manager’s discretion.
The Chamber shall cooperate with any requests for information to assist the City in any City permitting process. The Chamber shall be responsible for obtaining any other non-City permits required for a specific event
5. INDEMNIFICATION: To the fullest extent permitted by law, the Chamber shall indemnify, defend (at the Chamber’s sole expense, with legal counsel approved by City) and hold harmless the City of Culver City, members of its City Council, its boards and commissions, officers, agents, and employees (hereinafter, "Indemnitees"), from and against all loss, damage, cost, expense, liability, claims, demands, suits, reasonable attorneys' fees and judgments arising out of or in any manner related to this Agreement and the License granted hereunder . This indemnification includes, but is not limited to, tort liability to a third person for bodily injury and property damage.
Chamber 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 the Chamber to indemnify an Indemnitee from any claim arising from the sole negligence or willful misconduct of that Indemnitee.
The duty to defend referenced herein is wholly independent from the duty to indemnify, arises upon written notice by City to Chamber of a claim within the potential scope of this indemnification provision, and exists regardless of any determination of the ultimate liability of Chamber, City or any Indemnitee.
6. INSURANCE: Without limiting its obligations pursuant to Section 5 of this Agreement, Chamber shall procure and maintain, at Chamber’s own cost and expense and for the duration of this Agreement, insurance coverage as set forth in "Insurance Requirements" attached to and incorporated into this Agreement as Exhibit B. If there are changes to the insurance limitations, the Chamber shall ask for this request in writing to the City’s Risk Management. The City will evaluate on an individual event basis.
7. 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 other party shall, in good faith, attempt to cure the default within fifteen (15) days of receipt of the notice of default.
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 default shall be cause for termination of this MOU under Section 8 hereof.
8. 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 hereunder shall continue until the date of termination.
The term of this MOU shall be from July 1, 2026, through June 30, 2028, unless terminated under the provisions of this Section. By mutual agreement of the Parties, this MOU may be administratively extended for an additional one-year term, which extension must be in writing and executed by all Parties at least 60 days prior to the end of the term.
9. FURTHER ASSURANCES: Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent and agreements of the parties hereto.
10. GOVERNING LAW: The terms 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.
11. LITIGATION FEES: Should litigation arise out of this Agreement or the License granted hereunder or the performance thereof, the court shall award costs 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.
12. TRANSFERABILITY AND ASSIGNABILITY: This Agreement is neither transferable nor assignable by the Chamber.
13. NOTICES: All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by mail. Notice 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 Chamber: Culver City Chamber of Commerce
Attention: _______________
6000 Sepulveda Blvd #1260
Culver City, CA 90230
14. 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.
15. AUTHORITY TO ENTER INTO AGREEMENT: The individual(s) executing this Agreement on behalf of each party is (are) authorized to execute this Agreement on behalf of said party. Each party has taken all actions required by law to approve the execution of this Agreement.
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16. SIGNATURES AND COUNTERPARTS : 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 considered as an original signature for all purposes and shall have the same force and effect as an original signature.
City of Culver City: Culver City Chamber of Commerce:
By: By:
Odis Jones
City Manager
Dated: Dated:
Approved as to Content: Approved as to Form
Elaine Gerety Warner Heather Baker
Economic Development Director City Attorney
EXHIBIT A
SPECIFIC CULVER CITY CHAMBER OF COMMERCE
AND CITY OF CULVER CITY CO-SPONSORED EVENTS
Programs
Business Ribbon Cuttings^
Business Visitations^
Explore Culver City Tourism Program*
Workshops and Cluster Events
Business Educational Events *
Creative Economy Events *
Industry Cluster Meetings/Events *
Events
Business Expo**
Culver City Economic Forum**
Women In Business Luncheon**
State of the City*
*City-Initiated
**Chamber-Initiated
^Can be initiated by the City or the Chamber
8 EXHIBIT B
INSURANCE REQUIREMENTS
A. Policy Requirements.
Chamber shall submit duly executed certificates of insurance by companies licensed to do business in the State of California, with a current A.M. Best’s rating of no less than -A: VIII (unless otherwise acceptable to the City), for the following policies:
1. Commercial General Liability. An occurrence based Commercial General Liability ("CGL") policy, at least as broad as ISO Form CG 0001, in the minimum amount of $3,000,000 each occurrence, with not less than $6,000,000 in annual aggregate coverage.
The CGL Policy shall have the following requirements:
a. General Requirements. The policy shall provide coverage for personal injury, bodily injury, death, accident and property damage and advertising injury, as those terms are understood in the context of a CGL policy. The coverage shall be utilized to satisfy, to the extent of the coverage limits, the City’s self-insured retention under any other policy of insurance. The coverage shall not be excess or contributing with respect to the City’s self- insurance, commercial liability insurance, or any pooled risk arrangements;
b. Automobile Liability. The policy shall provide Automobile Liability, ISO Form Number CA 0001 covering any auto (Code 1), or if Chamber has no owned autos, hired (Code 8) and non- owned autos (Code 9), with limits of no less than $ 3,000,000 per accident for bodily injury and property damage. Automobile liability coverage may be satisfied with a stand - alone policy or as a component of the CGL policy;
c. Contractual Liability. The policy shall include coverage for liability undertaken by contract covering, to the maximum extent permitted by law, Chamber's obligation to indemnify the Indemnitees as required under this Agreement. The policy shall not contain an “Independent Negligence” provision that would void or otherwise nullify the insurer’s obligation to defend and indemnify the City of Culver City i n the event that its independent negligence is alleged or proven;
9 d. Ongoing Operations. The Policy shall include coverage for Ongoing Operations Endorsement, ISO Form CG2010; and
e. Additional Insured. The City of Culver City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Chamber including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Chamber’s insurance (at least as broad as ISO Form CG 20 10 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions used). Endorsement required .
f. Severability of Interests (Cross -Liability). A severability of interest provision must apply for all the additional insureds, ensuring that Chamber’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.
g. Modification to Aggregate. City reserves the right to review and waive or modify the CGL aggregate requirement in the event that an adequate project specific policy and limits are provided.
2. Cyber Liability Insurance. If Chamber is collecting Personal Information (i.e., information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household), then Chamber shall, throughout the term of the Agreement and for two years following the termination or expiration of the Agreement, maintain cyber/network privacy insurance with limits not less than $3,000,000 per occurrence or claim, $3,000,000 aggregate. Such policy shall provide coverage for disclosures and/or breaches of data containing Personal Information arising out of or relating to Chamber’s activities. Such policy shall also include coverage for claims involving, but not limited to, security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information, and costs associated with restoring lost or damaged data, sending breach notifications to affected individuals, public relations expenses, credit monitoring expenses, fines and penalties.
Such policy shall not contain exclusions for the acts or omissions of either Chamber or City or their respective employees, agents, subcontractors, or volunteers, whether intentional or unintentional, resulting in or relating to any breach or unauthorized disclosure of Personal Information not expressly permitted under this Agreement.
10 3. Workers’ Compensation Insurance. If the Agreement will have Chamber employees working within the City limits, Chamber shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least one million dollars [$1,000,000] per accident.) Chamber shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.
B. Waiver by City.
City may waive one or more of the coverages listed in Section A, above. This waiver must be express and in writing, and will only be made upon a showing by the Chamber that its operations in and with respect to City are not such as to impose liability within the scope of that particular coverage.
C. Additional Insurance Requirements.
1. Certificates of Insurance. Evidence of insurance shall be supplied on a standard ACORD Certificate of Insurance form. All insurance requirements must be indicated on said form.
2. Umbrella or Excess Policy. Chamber may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages here in required, including, but not limited to, primary and non- contributory, additional insured, Self -Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a tru e “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Chamber ’s primary and excess liability policies are exhausted.
3. Verification of Coverage. Chamber shall furnish City with original certificates, and all required amendatory endorsements or copies of the applicable policy language effecting coverage required by this Agreement. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements required herein. Each insurance certificate shall specifically identify this Agreement. All certificates and endorsements are to be received by City and approved by the Risk Manager and City Attorney before work commences. However, fail ure to obtain the required documents prior to the work beginning shall not waive Chamber ’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by this Agreement at any time.
4. Subcontractors. Chamber shall require and verify that all its subcontractors maintain insurance meeting all the requirements stated herein, and Chamber shall
11 ensure that the City is an additional insured on insurance required from subcontractors.
For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13.
5. Primary Coverage and Non-Contributory. For any claims related to this Agreement, Chamber’s insurance coverage shall be primary and non- contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City of Culver City, its officers, officials, employees, or volunteers shall be excess of the Chamber’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
6. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. The City may require the Chamber to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or the City.
7. Waiver of Subrogation. Chamber hereby grants to City a waiver of any right to subrogation which any insurer of Chamber may acquire against City by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
8. Claims Made Policies. If any of the required policies provide coverage on a claims- made basis:
a. The retroactive date must be shown and must be before the date of this Agreement or the beginning of the Scope of Work set forth in this Agreement. b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Scope of Work set forth in this Agreement.
c. If coverage is canceled or non- renewed, and not replaced with another claims - made policy form with a retroactive date prior to the effective date of this Agreement, Chamber must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Scope of Work set forth in this Agreement.
9. Timely Notice of Claims. Chamber shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Chamber’s activities under this Agreement, and that involve or may involve coverage under any of the required liability policies.
12 10. Notice of Cancellation/Change in Coverage. Chamber shall provide City with at least thirty (30) days prior written notice of any modification, reduction or cancellation of any of the Policies required in this Agreement, or a minimum of ten (10) days’ notice for cancellation due to non- payment.
11. City Remedies for Non Compliance . If Chamber or any of its subcontractors fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Chamber’s right to proceed until proper evidence of insurance is provided.
Any amounts paid by City shall, at City’s sole option, be deducted from amounts payable to Chamber or reimbursed by Chamber upon demand.
12. Special Risks or Circumstances . City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.