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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated Jul y 19, 2022, (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and Manhattan Beach Chamber of Commerce, a n o n - p r o f i t corporation (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.
RECITALS
A. Consultant is organized to encourage a strong local economy and quality of life by promoting commerce, sound government, and an informed m embership and community.
B. Comprised of business leaders throughout the South Bay, Cons ultant has special knowledge and experience to promote economic and busine ss development, including business attraction and retention programs, for the benefit of City.
C. City and Consultant have mutual interests in enhancing the e conomic growth and vitality of the community in pursuit of the following goals:
a. To cultivate community involvement,
b. To encourage business alliances,
c. To nurture the growth and development of new and existing businesses,
d. To create educational opportunities for community youth, and e. To ensure that operation of the Chamber of Commerce is perfo rmed in the most responsible, cost-effective, and efficient manner possible.
D. City has previously contracted for economic and business dev elopment services with the Consultant.
E. City desires to utilize the services of Consultant as an ind ependent contractor to provide business attraction and retention services.
F. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expert ise of its principals and employees.
G. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
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The Parties therefore agree as follows:
1. Consultant’s Services.
A. Scope of Services. Consultant shall perform the services de scribed in the Scope of Services (the “Services”) for economic and business de velopment programs, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amen dments to this Agreement.
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be David Archer, President/CEO (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
C. Time for Performance. Consultant shall commence the Service s on the Effective Date and shall perform all Services by the deadline e stablished by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Servi ces under this Agreement in accordance with the standard of care generally exe rcised by like professionals under similar circumstances and in a manner reaso nably satisfactory to City.
E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. A l l o f t h e S e r v i c e s required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
F. Compliance with Laws. Consultant shall comply with all appl icable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2023, unless sooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
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A. Compensation. As full compensation for Services satisfactor ily rendered, City shall pay Consultant at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit B. In no event shall Consultant be paid more than $47,585 (the “Maximum Compensation”) for such Services.
B. Expenses. City shall only reimburse Consultant for those ac tual and necessary expenses expressly set forth in Exhibit B. In no event shall reimbursable expenses collectively exceed the total sum of $0.00.
C. Unauthorized Services and Expenses. City will not pay for a ny services not specified in the Scope of Services, or reimburse for any expenses not set forth in Exhibit B, unless the City Council or the City Representative, if applic able, and the Consultant Representative authorize such services or expenses in writing p rior to Consultant’s performance of those services or incurrence of additional expen ses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate mutually agreed to by the Parties. Any additional expense authorized by the City Council or (where authorized) the City Manager shall be reimbursed in the amounts authorized by the City Council or City Manager. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
4. Method of Payment.
A. Invoices. Consultant shall su bmit to City an invoice, on a monthly basis, for the Services performed pursuant to this Agreement. Invoices must be submitted to George Gabriel, Assistant to the City Manager to [email protected]. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.
B. Payment. City shall pay all undisputed invoice amounts with in 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. Ci ty shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount requir ed by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and a pplicable regulations.
C. Audit of Records. Consultant shall make all records, invoic es, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant’s regular working hours t o City for review and audit by City.
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5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees , except as set forth in this Agreement. Consultant shall not, at any time, or in any m anner, represent that it or any of its officers, agents or employees are in any manner employees of City.
6. Information and Documents.
A. Consultant covenants that all data, reports, documents, disc ussion, or other information (collectively “Data”) developed or received by Cons ultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by C ity. City shall grant such authorization if applicable law requires disclosure. Consultan t, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily p rovide declarations, letters of support, testimony at depositions, response to interrogatori es or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, r equest for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any projec t or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agre es to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.
C. All Data required to be furnished to City in connection with this Agreement shall become City’s property, and City may use all or any porti on of the Data submitted by Consultant as City deems appropriate. Upon completion of, o r in the event of termination or suspension of this Agreement, all original docum ents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City’s sole property and may be used, reused or otherwise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject o f a copyright application by Consultant.
D. Consultant’s covenants under this Section shall survive the expiration or termination of this Agreement.
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7. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of inter est statutes of the State of California applicable to Consultant’s Services under this Agree ment, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant may perform simil ar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performin g work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.
8. Indemnification, Hold Ha rmless, and Duty to Defend.
A. Indemnities.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the rol e of City officials (collectively “Indemnitees”), from and against any and all dama ges, costs, expenses, liabilities, claims, demands, causes of action, proceedings, ex penses, judgments, penalties, liens, and losses of any nature whatsoever, includin g fees of accountants, attorneys, or other professionals and all costs associated ther ewith and the payment of all consequential damages (colle ctively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, s ervants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the leg al liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or will ful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
Consultant shall defend the Indemnitees in any action or action s filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and sh all pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against Ci ty by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless f rom any failure of
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Consultant to comply with applicable workers’ compensation laws . City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and eve ry subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnit y obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whethe r actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agent s, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor sh all bear the legal liability thereof) in the performance of this Agreement, including the In demnitees’ active or passive negligence, except for Liabilities arising from the sol e negligence or willful misconduct of the Indemnitees as determined by court decision o r by the agreement of the Parties.
B. Workers’ Compensation Acts not Limiting. Consultant’s indem nifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or s imilar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and sha ll not, waive any rights that it may possess against Consultant because of th e acceptance by City, or the deposit with City, of any insurance policy or certificate r equired pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabi lities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant’s indemnifications and obliga tions under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall pro cure and at all times during the term of this Agreement carry, maintain, an d keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or locat ion. If Consultant is a limited liability company, the commercial general liability cov erage shall be amended so
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that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or h ired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and prope rty damage. If Consultant does not use any owned, non-owned or hired vehicles in the perf ormance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum li mit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no em ployees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in th e State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requirements under this Section.
C. Additional Insured. The commercial general and automobile l iability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
D. Primary and Non-Contributing. The insurance policies requir ed under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-ins urance maintained by City, its elected and appointed officials, officers, employees, agent s or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant’s emp loyees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured rete ntions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
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G. Cancellations or Modifications to Coverage. Consultant shal l not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liabi lity policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, retu rn receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maint ain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately te rminate this Agreement or, if insurance is available at a reasonable cost, City may, b ut has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the p remium thereon.
Consultant shall promptly reimburse City for any premium paid b y City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effec ting the coverages required under this Section. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insuranc e policies to City.
Consultant shall maintain current endorsements on file with Cit y’s Risk Manager.
Consultant shall provide proof to City’s Risk Manager that insu rance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Lim iting. Procurement of insuran ce by Consultant shall not be construed as a limitation of Consultant ’s liability or as full performance of Consultant’s duty to indemnify City under Section 8 of this Agreement.
K. Broader Coverage/Higher Limits. If Consultant maintains bro ader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
L. Subcontractor Insurance Requirements. Consultant shall requ ire each of its subcontractors that perform Services under this Agreement t o maintain insurance coverage that meets all of the requirements of this Section.
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10. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably avai lable for Consultant’s proper performance of the Services required under this Agreement.
B. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services r endered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts th erefrom as necessary, and to inspect all work, data, documents, proceedings and activ ities related to this Agreement. Such records, together with supporting documents, s hall be maintained for a period of three years after receipt of final payment.
12. Termination of Agreement.
A. Right to Terminate. City may terminate this Agreement at an y time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all wo rk under this Agreement on or before the effective date of termination specif ied in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of terminatio n. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, incl uding any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents accepta ble evidence, in City’s sole judgment, that such failure was due to acts of God, embarg oes, inability to obtain labor or materials or reasonable substitutes for labor or mater ials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other cas ualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
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14. Default.
A. Consultant’s failure to comply with the provisions of this A greement shall constitute a default. In the event that Consultant is in defau lt for cause under the terms of this Agreement, City shall have no obligation or duty to con tinue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate pursuant to Section 12 , if the City Manager determines that Consultant is in default in the perform ance of any of the terms or conditions of this Agreement, City shall serve Consultant wi th written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performan ce. In the event that Consultant fails to cure its default within such period of time , City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be en titled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report o r other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) o n confirmed delivery by courier service during Consultant’s and City’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
TO CITY: TO CONSULTANT:
City of Manhattan Beach Manhattan Beach Chamber of Commerce Attn: George Gabriel Attn: David Archer
1400 Highland Avenue 425 15
th Street
Manhattan Beach, California 90266 Manhattan Beach, California 90266
COPY TO CITY ATTORNEY:
City of Manhattan Beach
Attn: City Attorney
1400 Highland Avenue
Manhattan Beach, CA 90266
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, a ncestry, age, physical disability, mental disability, medical condition, genetic infor mation, sexual orientation or other basis prohibited by law. Consultant will take affirmativ e action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious cree d, sex, gender, gender
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identity, gender expression, marital status, national origin, a ncestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an ass ignment of rights under this Agreement shall not release Consultant from any of its obligati ons or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignm ent” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or oth er transfer of all or any portion of the rights, obligations, or liabilities in or arisin g from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or reme dy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this A greement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
20. Final Payment Acceptance Constitutes Release. T h e a c c e p t a n c e b y Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensatio n to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a wri tten extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the r esponsibility and liability of Consultant, its employees, subcontractors and agents for the ac curacy and competency of the information provided and/or work performed; nor shall su ch approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to mak e such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other avail able remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold
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payment otherwise owed Consultant under this Agreement up to th e amount of the cost of correction.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within th e current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond th e current fiscal year, this Agreement shall cover payment for Consultant’s services only to the conclusion of the last fiscal year in which City appropriates sufficient funds an d shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inc onsistency exists or arises between a provision of this Agreement and a provision of any ex hibit, or between a provision of this Agreement and a provision of Consultant’s pro posal, the provisions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. T h i s A g r e e m e n t a n d a l l exhibits referred to in this Agreement constitute the final, co m p l e t e a n d e x c l u s i v e statement of the terms of the agreement between the Parties per taining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representat ion or warranty except those expressly set forth in this Agreement. This Agreement ma y not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
25. Headings. The headings in this Agreement are included solely for conven ience of reference and shall not affect the interpretation of any pro vision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
26. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, howeve r, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
28. Business Days. “Business days” means days Manhattan Beach City Hall is open for business.
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, sh all be governed by and construed in accordance with the laws of the State of Californi a, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party
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shall not be applied in interpreting this Agreement. Any dispu te that arises under or relates to this Agreement (whether contract, tort or both) shal l be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
30. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, t ort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of t his Agreement to be illegal, invalid or unenforceable for any reaso n, the validity of and enforceability of the remaining provisions of this Agreement sh all not be affected and continue in full force and effect.
32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will consti tut e on e an d th e s a me instrument.
33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
Consultant:
Manhattan Beach Chamber of Commerce
and Civic Association, a non-profit
corporation
By:
Name: David Archer
Title: President/CEO
By:
Name: Jill Dunn
Title: Board Chairman
-15- Approved for Use 3/1/2021
12100-0001\2171848v8.doc
EXHIBIT A
SCOPE OF SERVICES
City shall provide funding to the Manhattan Beach Chamber of Commerce for the period of July 1, 2022, through June 30, 2023, for business attraction and retention services.
The portfolio of services to be provided by the Chamber to the City is set forth below.
Budget
Work Plan Item Cost
I. Local Marketing
Manhattan Beach Map 5,000
Online Visitor Resource Center - Search Engine Optimization (SEO) 6,000 On-line Ad and Pay Search (Geo Fencing) 3,000
Sepulveda/Rosecrans/Artesia Corridor – Business Organization Committee - $2,500 Quarterly 10,000
Local Marketing Subtotal 24,000
II. Business Education and Engagement
Business Safety/Education/Homelessness Seminars - $750 Quarterly 3,000 Young Entrepreneurs Academy (YEA!) - Investor Panel 2,500 Meet the Neighbors, Business Information Exchange - $1,000 per meeting 3,000
Business Education and Engagement Subtotal 8,500
III. City Sponsored Legacy Events
Best of Manhattan 5,000
State of the City 7,500
City Sponsored Legacy Events Subtotal 12,500
IV. Annual Membership Fee 2,585
TOTAL 47,585
-16- Approved for Use 3/1/2021
12100-0001\2171848v8.doc
I. Local Marketing Programs:
Description Manhattan Beach Map
History: Historically Maps are one of the most requested items from the Chamber by Residents and Visitors, and last Manhattan Beach Chamber Map produced was in 2018 – 2019.
Strategy: After curating a map, the MBCC will integrate it with the “New” Visitor Website as well as strategically distribute throughout the local Business Community, LAX Hotels, Residents, and electronically.
Additionally, the Map is a key component in guiding our residen ts and visitors alike and the Chamber will partner with Planning entit ies for the annual events like the MB Open, International Surf Festival, et c., to further distribute a Manhattan Beach Map.
Circulation 25,000+ to Businesses, Hotels & Hospitality Groups, City & Recreation Facilities, Special Events, Group Functions, and Major Events Timeline Commence work by October 2022 and complete by April of 2023 Allocation $5,000
Description Online Visitor Resource Center SEO
The New Visitor Website will be branded separately from the Cha mber and will highlight everything Hospitality Related for All assoc iated businesses in Manhattan Beach. Search Engine Optimization is cr itical to the success in establishing the Visitor Website position nea r the top of results for visitors to the South Bay/LA Area.
x Welcome to Manhattan Beach
x Manhattan Beach History
x Eat – Stay – Play - Shop Manhattan Beach
x All Events in Manhattan Beach
x Event/Wedding Resources
Deliverables Go live with SEO in July 2022 with ongoing refinements as appropriate.
Develop analytics and adjust content based on digital intelligence, as well as updates to City Council on a periodic basis.
Timeline Commence SEO in July 2022 - Ongoing
Allocation $500 per month for a total of $6,000
-17- Approved for Use 3/1/2021
12100-0001\2171848v8.doc
Description
On-line Ad and Pay Search - Geo Fencing
A method of strategically assessing, targeting, and marketing to increase awareness of visitor information for Manhattan Beach
x Strategic use of Google Analytics to retarget
x Social media and website digital intelligence
x Strategic hospitality focused digital marketing
x Re-targeting strategy for website view optimization
Deliverables Digital reports analyzed for effectiveness and optimized to best serve the target audience via digital communications, as well as updates to City Council on a periodic basis.
Timeline Commence Geo Fencing in July 2022 - Ongoing
Allocation $250 per month for a total of $3,000
Description Sepulveda/Rosecrans/Artesia Corridor – Business Organization Committee
Create a Business Organization Committee within the Chamber of Commerce to coordinate and communicate with the Businesses alon g the Sepulveda/Rosecrans/Artesia (Corridor). Committee Mission Statement - As the leading advocate for Corridor, we work in partnership with business and government to identify needs, develop strateg ies, shape public policy, and implemen t programs that strengthen the economic vitality of the Corridor. The Committee will mail all Businesses, including representative(s) from the City, MBPD/MBFD, an invitation to an initial Corridor meeting to establish the role s and responsibilities, as well as, to hear the Businesses concerns a nd challenges. The end goal is to facilitate regular meetings to d iscuss opportunities and challenges with the Businesses, develop Marke ting Strategies for the Corridor that include events, themes, cooperation, and attracting additional patrons and businesses. Estimated annual time would be approximately 200 hours.
Deliverables Initiate the Committee at the June 2022 Board Meeting. Adopt the Mission Statement, Format, Benefits and Timing. Once established, provide updates to City Council on a periodic basis that includes meeting attendees, meeting notes, Committee action items, Marketing updates, and Business feedback.
Timeline July 2022 - Send out an initial communication inviting all Businesses to participate, and includes the Mission Statement, Benefits, and Next Steps.
August – 2022 Hold initial meeting and every month following.
Allocation $10,000
-18- Approved for Use 3/1/2021
12100-0001\2171848v8.doc
II. Business Education and Engagement
Description Business Safety/Education/Homelessness Seminars
Provide ongoing support and education regarding safety and compliance matters in the workplace. Examples include but are not limited to Homelessness, Sexual Harassment, Fire Safety, ADA Compliance, C
yber Security laws, emerging legislation, etc.
Deliverables Commence the Quarterly Seminars in August 2022 Timeline Quarterly 4 seminars
Allocation $750 Quarterly for a total of $3,000
Description Young Entrepreneurs Academy (YEA) Investor Panel
The YEA program provides an 8-month curriculum that teaches students, grades 6-12, how to conceptualize, research, brand, a nd market a new business idea. Business plan writing, investor pitches and mentorship from business leaders in the Manhattan Beach communi ty provide a circular business environment for young entrepreneurs t o strive and thrive.
The 2021-2022 class is comprised of 17 students.
x 16 Manhattan Beach residents
x 14 attend MBUSD schools
x Grades 6-12
Previous graduates are now successfully selling their products in local businesses, thus supporting the local economy, and the made loc ally and sold locally movement.
At the end of the program the students participate in an “Shark Tank” like Investor Panel and following all presentations the Panel awards monetary resources to the Young Entrepreneurs.
Instruction Facilitator - Nellie Ambrose
MBUSD Instructor - Rachel Thomas
Timeline School year 2022-2023
Allocation $2,500
-19- Approved for Use 3/1/2021
12100-0001\2171848v8.doc
II. Business Education and Engagement cont’d
Description Meet the Neighbors
In an effort to link the Business Community to the Residents we will hold neighborhood Business Information Exchange (BizEx) meetings at local businesses whereby Residents can network with the Businesses an d have a facilitated conversation to discuss any areas of concern or needs that affect both entities.
Deliverables Provide 3 Opportunities for Businesses and Residen ts to meet and converse in each designated area of Manhattan Beach, Downtown, North, and the Sepulveda Corridor.
Timeline On-going
Allocation $1,000 Per Meeting for a total of $3,000
III. City Sponsored Events
Description Best of Manhattan Awards
Recognize the Key Leaders in the Business Community and present awards to outstanding Businesses and Individuals in numerous categories.
Attendance Approximately 300 attendees
Timeline Annual, In October
Allocation $5,000
Description State of the City
A preeminent Annual Event that provides a forum for the Mayor, Chamber President/CEO, City Officials, and Department Directors t o recap highlights of the previous year and to outline significan t goals, projects and plans for the coming year. A Community favorite! Attendance Estimated attendance is 150
Timeline Annually, February/March
Allocation $7,500
12100-0001\2171848v8.doc
IV. Membership
Description Annual Membership Dues
The annual dues are separate from event and program sponsorship s and is based on the number of employees at each business.
Deliverables All appropriate Chamber Benefits
Timeline Annual renewal
Allocation $2,585
REPORTS
On or before June 30, 2023, Chamber shall submit a report to Ci ty in a form acceptable to the City Manager or his designee, which shall include, witho ut limitation, detailed information on overall project management and achievement of goals as compared to the work plan and budget set forth in this Exhibit A. Additionally, Chamber shall provide a presentations/status report to the City Council in January 2023 on tasks completed thus far. A sample report and draft presentation is outlined below.
Draft Presentation
MBCC Semi Annual Work Plan Progress Presentation
MB Map Update Progress on Map / Distribution
SEO - Metrics
x Organic Traffic - Increased Traffic to Website
x Engagement - Where did users go on the Website, Time Spent, et c. x Goals & Conversions - Conversion is an action counted when an interaction occurs
x Landing Pages - What pages attracted the user
x Rankings & Keywords - Target Keyword Ranking & Overall Search Visibility x Link Metrics - Growing Backlin ks - an incoming hyperlink from one web page to another website.
x Trends - Performance over time
x Commentary - Balanced mix of Data and Commentary
GEO Fencing – Metrics
x Cost per Mille (CPM) - Cos t per Thousand Impressions x Cost per Click (CPC) - Cost of the Audience Clicking or Interacting
12100-0001\2171848v8.doc
x Clickthrough Rate (CTR) - Ratio of how often ad is shown vs en gaged with x Traffic - Interaction with User
x Sales Metrics - Sales and Monthly Revenue
The Corridor - Meetings
x Number Held
x Attendees
x Notes
x Action Items
x Feedback
Business Safety/Education/Homelessness Seminars
x Event Held
x Attendees
x Topic Discussed
x Feedback
YEA Investor Panel - Report Provided by Council Member Participating in the Panel
Meet the Neighbors
x Event Held
x Attendees
x Topic Discussed
x Action Items if Necessary
x Resolution if Necessary
x Feedback
Note – the presentation will have graphs, numbers, and commentary combined.
12100-0001\2171848v8.doc
EXHIBIT B
APPROVED FEE SCHEDULE
Disbursements shall be governed by the schedule below, continge nt upon work item completion percentage and their funding levels. First disbursem ent will be provided to Chamber of Commerce on January 30, 2023. The second disbursement will be provided on June 30, 2023.
Disbursement
Work Plan Item Amount Completion
Percentage
Disbursement
Amount
First
Disbursement
Manhattan Beach Map $5,000 50% $2,500
Online Visitor Resource Center - Search Engine
Optimization (SEO)
$6,000 50% $3,000
On-line Ad and Pay Search (Geo Fencing) $3,000 50% $1,500 Sepulveda/Rosecrans/Artesia Corridor–Business
Organization Committee
$10,000 50% $5,000
Business Safety/Education/Homelessness Seminars $3,000 50% $1,5 00 Meet the Neighbors, Business Information Exchange $3,000 50% $1 ,500 Best of Manhattan $5,000 100% $5,000
State of the City $7,500 100% $7,500
Subtotal $27,500
Second
Disbursement
Manhattan Beach Map $5,000 50% $2,500
Online Visitor Resource Center - Search Engine
Optimization (SEO)
$6,000 50% $3,000
On-line Ad and Pay Search (Geo Fencing) $3,000 50% $1,500 Sepulveda/Rosecrans/Artesia Corridor – Business
Organization Committee
$10,000 50% $5,000
Business Safety/Education/Homelessness Seminars $3,000 50% $1, 500 Young Entrepreneurs Academy (YEA!) - Investor Panel $2,500 100% $2,500 Meet the Neighbors, Business Information Exchange $3,000 50% $ 1,500 Annual Membership Fee $2,585 100% $2,585
Subtotal $20,085
Total $47,585
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT
NAME:
FAXPHONE
(A/C, No):(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $
COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED
BODILY INJURY (Per accident) $AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE D ELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
$
$
$
$
$The ACORD name and logo are registered marks of ACORD
7/21/2022
License # 0I56036
(310) 414-2100 1017 (310) 414-2101
11000
Manhattan Beach Chamber of Commerce
425 15th Street
Manhattan Beach, CA 90266
A 1,000,000
X 72SBABC5969 7/1/2022 7/1/2023 1,000,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000
A
72SBABC5969 7/1/2022 7/1/2023
2,000,000A
72SBABC5969 7/1/2022 7/1/2023 2,000,000
10,000
The City, its officers, officials, employees, designated volunt eers and agents serving as independent contractors in the role of City officials, are additional insured with respects to the General Liability policy. Coverage is Primary and Non-Contributory.
The City of Manhattan Beach
1400 Highland Ave.
Manhattan Beach, CA 90266
MANHBEA-01 ZBRYANT
Beach Financial Group Inc
360 N Pacific Coast Highway
Suite 2000
El Segundo, CA 90245
Zoya Bryant
[email protected]
Sentinel Insurance Company Limited
X
X
X
XX
X
X
X
POLICY NUMBER:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page
Process Date: Expiration Date:
RESOURCES TO HELP YOUR BUSINESS GROW!
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HUMAN RESOURCES
» Free human resources consultation hotline to be used for personnel issues, including harassment and discrimination, the Family and Medical Leave Act, disability, wage and hours regulations and more
» Online library with information, forms and articles pertaining to human resources » Resources for recruiting and training as well as termination and administration
PRE-EMPLOYMENT AND TENANT SCREENINGS
» Discounted background checks, including multi-court criminal database searches, county criminal searches and more (first background check is free) » Best practices for performing a background check
» Discounted tenant and drug screenings and motor vehicle reports (MVRs)
PAYROLL AND TAXES
» Discounted payroll processing and tax services tailored for either a small or large business
CYBER RISK
» Materials about securing personal and payment card information » Complimentary access to tools and resources that will help you understand your exposure to a data breach and the importance of a response plan
MARKETING
» Suggested free and paid services, including email campaigns, photo editing, file management and more, for web marketing for your business
» Suggested free and paid services for social media platforms, development, management and more » Discounted promotional items, giveaways and signage
SAFETY
» Free on-site safety and occupational health consultation for your business » Free personal credit report
» Disaster and emergency preparedness resources
» Discounted alcohol and food server safety training for your staff and servers » Discounted CPR and first aid training
» Youth resources for concussion training, waivers of liability, recognizing the signs and symptoms of child abuse, and more
bizresourcecenter.com
Try our cost-savings
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BRC-Quote and Policy 7/21
As a policyholder through USLI or Devon Park Specialty, you have access to many free and discounted services through the Business Resource Center that will assist you in operating, growing and protecting your business. Consider the following services and associated cost savings when deciding where to place your insurance!
USLI.COM
888-523-5545
CRF 12/16
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For claim reporting, call toll free 1-888-875-5231 or visit USLI.COM and select the “report a claim” option.
For emergency claims requiring immediate assistance, please use the toll free option. Your call will be referred to a claims professional who will respond within an hour of your call with direction and assistance.
Thank you for placing your trust in our company. We pledge to work hard every day to earn and maintain that trust.
CA Disc (08-19) Page 1 of 1
UNITED STATES LIABILITY INSURANCE GROUP
CONSUMER DISCLOSURE NOTICE
CALIFORNIA
Please contact the agent or broker that has delivered your policy if you have questions or need assistance. If you need the telephone number of the agent or broker or need other assistance, please contact us at:
1190 Devon Park Drive, Wayne, PA 19087
Toll Free Direct 1-888-523-5545
Compliance Department
Before you file a complaint with the California Department of Insurance, you should first contact the insurance company, agent or broker in an effort to resolve the issue(s). If you do not reach a satisfactory resolution of the issue(s), then contact the California Department of Insurance.
You may contact the California Department of Insurance to obtain information or make a complaint.
California Department of Insurance
Consumer Communications Bureau
300 South Spring Street, South Tower
Los Angeles, CA 90013
1-800-927-HELP (4357) or 213-897-8921
TDD Number: 1-800-482-4TDD (4833)
www.insurance.ca.gov
Every year, thousands of breaches are reported, exposing millions of people’s personal information. The eRiskHub® portal, powered by NetDiligence®, is an effective way to combat privacy breaches and other types of cyber losses.
With your USLI policy, you will receive
instructions on how to access and begin
using the eRiskHub
®SRUWDODEHQH¿WWKDWLV
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your access code is 08451
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Consultation – Breach Coach, HIPAA Coach and
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This document does not amend, extend or alter the coverage afforded by the policy. For a complete understanding of any insuranc e you purchase, you must first read your policy, declaration page and any endorsements and discuss them with your agent. A sample policy is available from your agent. Your actu al policy conditions may be amended by endorsement or affected by state laws.
eRiskHub-NR Bound 04/22
USLI.COM
888-523-5545
This document does not amend, extend or alter the coverage affo rded by the policy. For a complete understanding of any insuran ce you purchase, you must first read your policy, declaration page and any endorsements and discuss them with you r agent. A sample policy is available from your agent. Your act ual policy conditions may be amended by endorsement or affected by state laws.
EPL Helpline Policy 8/17
Free Employment Practices Liability (EPL) Helpline
1-888-811-4182
(8 a.m. to 7:30 p.m. Eastern Time)
If a human resource consulting firm offered you their time and expertise for free, would you lock their phone number and email address in a drawer and never call? Of course not! Do you have questions such as:
X What are the current federal and state employment laws I need to know?
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X What type of human resources policies should I have in place? X How should I properly document performance issues and disciplinary actions in an employee’s file?
X What are appropriate and inappropriate questions to ask during an employment interview?
X What guidelines should I use to investigate a complaint of discrimination or harassment?
PeopleSystems is just a free phone call or email away!
Online Human Resources Center
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To access the USLI policyholder features, click on
“Request for client login” and complete with your information. Please take a moment to become familiar with the new PeopleSystems Resource Center’s information.
X Helpline to email your human resource questions: Now you can email your questions via this web portal.
X Human resource news center and recent employment law changes:The news center keeps you up-to-date with recent changes in state and federal employment laws and what they mean to you as well as pertinent articles on employment issues you need to know about.
X Human resource manual and employment forms: You
will find “Best Practices” helpful for handling common human resource issues. Issues may include conducting employee evaluations and understanding employment laws such as
FLSA, FMLA and COBRA.
X Human resource recommendations: You will also find
sample human resource policies regarding discrimination, harassment, employment at-will and electronic
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Authorized Representative
NDO1573678B
No. NDO1573678C
MANHATTAN BEACH CHAMBER OF COMMERCE
425 15TH STREET
MANHATTAN BEACH, CA 90266
POLICY PERIOD: (MO. DAY YR.) From: To:
BUSINESS DESCRIPTION:
12:01 A.M. STANDARD TIME AT YOUR
MAILING ADDRESS SHOWN ABOVE
IN CONSIDERATION OF THE RENEWAL PREMIUM STATED BELOW, EXPIRING POLICY NUMBER NDO1573678B IS RENEWED THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED.
NAMED INSURED AND ADDRESS:
Renewal of Number
POLICY DECLARATIONS
06/25/2022 06/25/2023
Non-Profit Directors and Officers
*** RENEWAL CERTIFICATE ***
United States Liability Insurance Company
1190 Devon Park Drive, Wayne, Pennsylvania 19087
A Member Company of United States Liability Insurance Group Coverage Form(s) and Endorsement(s) made a part of this policy at time of issue See Endorsement EOD (1/95)
Agent: BICHLMEIER INSURANCE SERVICES, INC. (2036)
730 South Pacific Coast Highway, Suite #201
Redondo Beach, CA 90277
Issued: 06/08/2022 1:28 PM
By:
UPC (08-07)
THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS,
COVERAGE PART COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF A NY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY.
FOR THE POLICY PERIOD STATED ABOVE. PLEASE ATTACH THIS RENEWAL CERTIFICATE TO YOUR EXPIRING POLICY.
Direct Bill Policy
PREMIUM
Non Profit Management Liability Coverage Parts $1,192.00 TOTAL: $1,192.00
Description of EndorsementsEndt# Revised
The following forms apply to the Management Liability coverage part DO CA California State Amendatory Endorsement05/17
DO-100 Directors and Officers Coverage Part05/17
DO-101 Employment Practices Coverage Part05/17
DO-211 Insurance Operations Exclusion05/17
DO-239 Specified Person or Entity Exclusion05/17
DO-283 Data and Security Plus Endorsement05/17
DO-298 Amendment of Prior or Pending Litigation Exclusion05/17 DO-GTC General Terms and Conditions05/17
Jacket Policy Jacket 07/19
FORMS AND ENDORSEMENTS
EXTENSION OF DECLARATIONS
Policy No. NDO1573678C Effective Date: 06/25/2022
12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS
All other terms and conditions remain unchanged.EOD (01/95) Page of11 Endorsements marked with an asterisk (*) have been added to this policy or have a new edition date and are attached with this certificate.
ITEM I. PARENT ORGANIZATION AND PRINCIPAL ADDRESS
MANHATTAN BEACH CHAMBER OF COMMERCE
425 15TH STREET
MANHATTAN BEACH, CA 90266
ITEM II. POLICY PERIOD: (MM/DD/YYYY) From: 06/25/2022 To: 06/25/2023 $737
ITEM III. LIMITS OF LIABILITY
ITEM IV. RETENTION:
ITEM V. PREMIUM:
$1,000,000
$1,000,000
$0
EACH CLAIM
IN THE AGGREGATE
EACH CLAIM
RETROACTIVE DATE: Full Prior Acts
a. Non Profit Directors & Officers
b. Non Profit Directors & Officers
Non Profit Directors and Officers Liability Coverage Part ITEM III. LIMITS OF LIABILITY
ITEM IV. RETENTION:
ITEM V. PREMIUM:
$1,000,000
$1,000,000
$5,000
$455
EACH CLAIM
IN THE AGGREGATE
EACH CLAIM
Employment Practices Liability Coverage Part
RETROACTIVE DATE: Full Prior Acts
a. Employment Practices
b. Employment Practices
PRIOR OR PENDING LITIGATION See form DO-298
PRIOR OR PENDING LITIGATION See form DO-298
THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE
COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION.
NON PROFIT MANAGEMENT LIABILITY COVERAGE PART DECLARATIONS Effective Date: 06/25/2022
12:01 AM STANDARD TIME
No. Effective Date:NDO1573678C
PLEASE READ YOUR POLICY CAREFULLY.
DO-150 (02/09) Page 1 Of 2
THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINI NG THE NAME OF THE INSURED AND THE POLICY PERIOD.
THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE
COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION.
NON PROFIT MANAGEMENT LIABILITY COVERAGE PART DECLARATIONS Effective Date: 06/25/2022
12:01 AM STANDARD TIME
No. Effective Date:NDO1573678C
PLEASE READ YOUR POLICY CAREFULLY.
ITEM VI. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue:
See Endorsement EOD (01/95)
ITEM III. LIMITS OF LIABILITY
ITEM IV. RETENTION:
ITEM V. PREMIUM:
NOT COVERED
NOT COVERED
NOT COVERED
Fiduciary Liability Coverage Part
a. Fiduciary Liability
DO-150 (02/09) Page 2 Of 2
THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINI NG THE NAME OF THE INSURED AND THE POLICY PERIOD.
Helen Duncan
This Endorsement modifies insurance provided under the following:
NON PROFIT MANAGEMENT LIABILITY POLICY
SPECIFIED PERSON OR ENTITY EXCLUSION
It is hereby agreed that this endorsement applies to all purchased Coverage Parts :
The Company shall not be liable for Loss or Defense Costs in connection with any Claim :
1. brought by the person(s) or entity(ies) named below; or
2. brought against an Insured based upon, arising out of, directly or indirectly resulting from or in consequence of the activities, operations, acts or failure to act of the following person(s) or entity(ies):
DO 239 (05-17)
All other terms and conditions of this Policy remain unchanged. This endorsement is a part of your Policy and takes effect on the effective date of your Policy unless another effective date is shown.
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