12100-0001\2450536v2.doc 1
AGREEMENT BETWEEN THE DOWNTOWN MANHATTAN BEACH
BUSINESS IMPROVEMENT DISTRICT, THE CITY OF MANHATTAN
BEACH, AND THE DOWNTOWN MANHATTAN BEACH BUSINESS &
PROFESSIONAL ASSOCIATION FOR PROFESSIONAL SERVICES
This agreement is entered into on this 18th day of July, 2023, by and between the Downtown Manhattan Beach Business Improvement District (“DISTRICT”), the City of Manhattan Beach (“CITY”), and the Downtown Manhattan Beach Business & Professional Association (“ASSOCIATION”) (collectively, the “Parties”).
RECITALS
A. The City Council of the City of Manhattan Beach established a Business Improvement Area known as the Downtown Manhattan Beach Business Improvement District pursuant to Section 36500 et seq. of the California Streets and Highway Code (“Act”), by and through the adoption of Ordinance No. 1989 on October 6, 1998. That Ordinance authorized the levy of a special assessment to support improvements within the DISTRICT.
B. On July 18, 2023, the City Council adopted Resolution No. 23-0081 overriding protests and providing for the collection of assessments within the DISTRICT for improvements and activities to be conducted during Fiscal Year 2023-2024.
C. Pursuant to the Ordinance, assessments have been levied by the CITY upon the various businesses located within the DISTRICT.
D. Said assessments are collected by the CITY and shall be used only for the benefit of the DISTRICT.
E. The funds collected pursuant to the assessment shall be used to provide the services identified in the Downtown Manhattan Beach Business & Professional Association’s “Business Improvement & Activity Plan,” July 1, 2023 attached hereto as Attachment “1” and incorporated herein.
NOW, THEREFORE, in consideration of the recitals, mutual promises, covenants, representations and agreement set forth below, the Parties hereby promise, covenant, agree and represent as follows:
Section 1. TERM OF AGREEMENT
1.1 The term of this Agreement shall be from July 1, 2023 through June 30, 2024.
Section 2. ASSOCIATION RESPONSIBILITIES.
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2.1 The ASSOCIATION or an agent of the ASSOCIATION shall render professional services and shall cooperate with the DISTRICT to provide work program coordination consisting of program development and implementation, program administration, and financial reports.
2.2 The ASSOCIATION shall submit to the DISTRICT program plans and reports, including the following:
Proposed Program Report
A program plan detailing services to be provided and operational/program budgets for each fiscal year. The report shall be submitted 30 days prior to the end of each fiscal year outlining the plans, goals and budgets for the ensuing fiscal year. The report shall include all documentation as required by Section 36533 of the Act, as well as all other pertinent provisions of the Act.
Quarterly Reports
The ASSOCIATION shall provide the CITY with updated quarterly reports outlining revenue and expenditures for the quarter. These reports shall be submitted to, and reviewed by, the Chairperson of the Downtown Manhattan Beach Advisory Committee & the CITY.
End of Year Report
The ASSOCIATION shall submit to the CITY a complete end-of-year report which includes the following:
A) A full disclosure financial statement including supporting documentation of all expenditures covering the period from July 1, 2022 to June 30, 2023.
B) A statement by the President of the Downtown Manhattan Beach Business & Professional Association certifying that staff time expended and payment requested was for services performed in accordance with the provisions of this Agreement.
2.3 The ASSOCIATION shall administer the entire program in a prudent manner, within the parameters of the work program and budget approved by the City Council through the adoption of Resolution No. 23-0069, a Resolution of Intention, on June 20, 2023. The ASSOCIATION assumes full responsibility for contracting support services as required, and paying for all such direct out-of-pocket expenses as may be necessary for the timely completion of work. Obligations or expenditures for items not budgeted shall not be paid through assessments collected by the DISTRICT.
2.4 The Chairperson of the Downtown Manhattan Beach Business Improvement District Advisory Committee or his or her designee shall have the authority to make reasonable budget and program adjustments, not to exceed 15 percent of the total budget, between the program elements as necessary, and as limited by the total annual budget for the DISTRICT. Any budgetary changes in excess of 15 percent must be reviewed and approved by the entirety of the Downtown Manhattan Beach Business Improvement District Advisory Committee.
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For fiscal year 2023-2024 the program elements shall include:
A. Parking, Transportation & Community Programs
B. Marketing & Advertising
C. Promotions & Special Events
D. Professional Management & Communications
2.5 The disbursement of funds to the ASSOCIATION does not constitute approval by the CITY for any individual project or program that requires City Council and/or Planning Commission approval, requires use of CITY property or requires appropriate permits/approval from the CITY or any other governmental agency.
2.6 The Advisory Board of the DISTRICT shall be responsible for preparation of a Resolution of Intent to continue the establishment of the Business Improvement District and the levying of assessments for the next fiscal year. The Advisory Board shall participate in the public hearing process and make any recommendations to modify boundaries, benefit zones, methodology and activities.
Section 3. CITY RESPONSIBILITIES.
3.1 The CITY shall be responsible for collection of assessments, for effecting the collection of delinquent assessments, and for authorizing the disbursement of funds collected by the CITY, on behalf of the DISTRICT, to the ASSOCIATION.
3.2 The CITY shall review the ASSOCIATION'S quarterly progress reports and end-of-year financial report.
Section 4. DISBURSEMENTS.
4.1 Upon the execution of this Agreement, the DISTRICT shall disburse monies from the Downtown Business Improvement District assessments to the ASSOCIATION, as approved by the City Council on July 18, 2023.
Section 5. NOTICES.
5.1 Notice to the parties shall, unless otherwise requested in writing, be sent to:
DISTRICT: Chair, Downtown Manhattan Beach Business Improvement District Advisory Committee
Attn: Mr. Michael Zislis
321 12 th Street, Suite 112
Manhattan Beach, CA 90266
CITY: City of Manhattan Beach
Attn: Steve S. Charelian, Finance Director
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1400 Highland Avenue
Manhattan Beach, CA 90266
With one copy to: City of Manhattan Beach
Attn: City Manager
1400 Highland Avenue
Manhattan Beach, CA 90266
ASSOCIATION: Downtown Manhattan Beach Business & Professional Assoc.
Attn: Jill Lamkin
PO Box 3298
Manhattan Beach, CA 90266
Section 6. CONFLICT OF INTEREST
6.1 For the duration of this Agreement, the DISTRICT or its employees will not act as consultant or perform services of any kind for any person or entity in regard to the CITY without the prior written consent of the CITY.
Section 7. COST RECORDS.
7.1 In accordance with Generally Accepted Accounting Principles, the ASSOCIATION shall maintain full and complete records of services performed under this Agreement. Such records shall be open to inspection by the DISTRICT at any time.
7.2 The records maintained by the ASSOCIATION shall include all receipts for expenditures incurred. The DISTRICT reserves the right to perform a contract compliance audit at least once annually. The DISTRICT shall pay the cost of such an audit. The ASSOCIATION agrees to keep all receipts and other supporting documents available for inspection for a period of two years.
Section 8. FINANCIAL POLICIES
8.1 To maintain fiduciary responsibility, the ASSOCIATION shall, at all times, comply with its established financial policies.
Section 9. EQUAL OPPORTUNITY PROGRAM
9.1 Nondiscrimination and Affirmative Action. The ASSOCIATION shall comply with the applicable nondiscrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the City of Manhattan Beach. In performing this Agreement, the ASSOCIATION shall not discriminate in its employment practices against any employee or applicant for employment because of such person’s race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, marital status or medical conditions. The ASSOCIATION shall also comply with all rules, regulations, and policies of the United States of America, the State of California DocuSign Envelope ID: 1C9540DE-3603-4767-AFF4-5685B0BAC032 12100-0001\2450536v2.doc 5
and the City of Manhattan Beach, relating to nondiscrimination and affirmative action, including the filing of all forms required by said agencies. Any subcontract entered into by the ASSOCIATION relating to the agreement, to the extent allowed hereunder, shall be subject to the provisions of this paragraph.
Section 10. AMENDMENTS
10.1 The ASSOCIATION may periodically request a change in the scope of services of the contract to be performed hereunder. Such changes, which are mutually agreed upon by and between the DISTRICT and the ASSOCIATION, shall be incorporated in written amendments to this Agreement. This agreement may not be amended except in writing by mutual agreement of both parties. A failure to object to a breach of this Agreement shall not constitute an amendment thereof, and it shall not waive any future breach of the agreement.
Section 11. ASSIGNMENT
11.1 Neither this Agreement, nor any portion thereof, shall be assigned by ASSOCIATION without prior written consent of DISTRICT.
Section 12. PRESERVATION OF AGREEMENT
12.1 Should any provisions of this Agreement be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.
Section 13. ENTIRE AGREEMENT
13.1 This agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that representations by any party not embodied herein, and any other agreements, statements or promises concerning the subject matter of this Agreement, not contained in this Agreement, shall not be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by all parties. Any issues with respect to the interpretation or construction of this Agreement are to be resolved without resorting to the presumption that ambiguities should be construed against the drafter.
Section 14. AUTHORIZATION TO EXECUTE AGREEMENT
14.1 The Chair of the Downtown Manhattan Beach Business Improvement District & the President of the Downtown Manhattan Beach Business & Professional Association declare that they are authorized to execute this Agreement on behalf of the parties.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
DISTRICT:
Chair, Downtown MB Business Improvement District
ASSOCIATION:
President, DMBBPA
CITY:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
APPROVED BY FINANCE DEPARTMENT:
Finance Director
DocuSign Envelope ID: 1C9540DE-3603-4767-AFF4-5685B0BAC032
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ATTACHMENT 1
BUSINESS IMPROVEMENT & ACTIVITY PLAN JULY 2023
DocuSign Envelope ID: 1C9540DE-3603-4767-AFF4-5685B0BAC032
DOWNTOWN MANHATTAN BEACH
BUSINESS IMPROVEMENT DISTRICT
Business Improvement & Activity Plan
July 1, 2023
Prepared by the Downtown Manhattan Beach Business & Professional Association pursuant to the State of California
And the Parking and Business Improvement Area Law of 1989 to maintain the Business Improvement District for
Downtown Manhattan Beach, California.
DocuSign Envelope ID: 1C9540DE-3603-4767-AFF4-5685B0BAC032 DOWNTOWN MANHATTAN BEACH BUSINESS IMPROVEMENT DISTRICT INFORMATION AT-A-GLANCE This Business Improvement District has been in existence since April of 1969 under the authority of the “Parking and Business Improvement Area Law of 1965”. This law was restrictive with respect to the use of funds. In 1989 the State Legislature adopted Senate Bill 1424, “Parking and Business Improvement Area Law of 1989”. In 1998 a group of concerned merchants and a growing coalition of downtown stakeholders, developed the proposal to establish a new Downtown Manhattan Beach Business Improvement District (BID) under the new legislation. In October 1998, that legislation was approved and adopted as City Ordinance No. 1989. In January 1999, the BID contracted with the Downtown Manhattan Beach Business & Professional Association (DBPA), a 501 (c) 6 not-for-profit corporation established in 1985, to provide specific benefits to the members of the BID. Location: The Existing Business District of Downtown Manhattan Beach. Stakeholders: Downtown Businesses - All business license holders in the Downtown area except commercial property owners. Improvements And Activities: A. Parking, Transportation & Community Programs B. Marketing & Advertising C. Promotions & Special Events D. Professional Management & Communications Method of Financing: Benefit-based assessments on City Business License Tax. Assessment: Based on the existing assessment. An 80% surcharge on the City Business License Tax not to exceed $600. Collection of Assessment: The fees are collected in March/April of each year and disbursed through contract, to the Downtown Manhattan Beach Business & Professional Association (DBPA). Governance: Advisory Board: Annual recommendations on Downtown Manhattan Beach Business Improvement District (BID) budgets and assessments will be submitted to the Manhattan Beach City Council by a seven–nine (7-9) member Advisory Board composed of business owners located within the boundaries of the BID. The Advisory Board will also monitor the delivery of improvements and activities, which will be the day-to-day responsibility of the Downtown Manhattan Beach Business and Professional Association (DBPA).
DocuSign Envelope ID: 1C9540DE-3603-4767-AFF4-5685B0BAC032 Business owners that are assessed within the BID, and, per State law, appointed by the Manhattan Beach City Council can nominate members of the Advisory Board. Representation should consist of businesses on Manhattan Beach Boulevard, Manhattan Avenue and Highland Avenue. It should also contain a mix of retail, service and restaurants. It is anticipated that the Advisory Board will meet at least once annually. Downtown Association: The BID will contract with the DBPA to carry out improvements and activities described in the Plan, as well as the day-to-day operations. In delivering BID improvements and activities, the DBPA will aim to meet the following objectives: • Maximize coordination with the City and other civic organizations to leverage resources; • Deliver programs through a cost-effective and non-bureaucratic organization that features one executive director that works for all Downtown Manhattan Beach stakeholders; • Provide for accountability to business owners who pay assessments. Maintaining the District: The City Council can maintain the district by adopting a Resolution of Intention. A public hearing shall be held not less than 20 or more than 30 days after the adoption of the Resolution of Intention. If there is not written protest from owners representing over 50% of the assessments to be paid, the BID assessment will continue. Benefits Of the District: The BID costs no more than the prior assessment and allows the district’s funds to be self-governed and to go beyond parking issues. The BID allows for integrated marketing efforts such as cooperative promotions, advertising and publishing downtown directories and calendars of events. The DBPA provides key promotional and organizational support through a variety of functions that directly benefit its ratepayers as well as the City. Such as:
DocuSign Envelope ID: 1C9540DE-3603-4767-AFF4-5685B0BAC032 • Creating a public/private partnership to manage the Downtown environment to ensure high standards for signage, security, maintenance, parking and marketing; • Increasing sales and revenues throughout the district as well as tax and parking revenue to the City; • Advocating Downtown interests and for the City at large; • Establishing and implementing a Downtown vision, an image of a thriving city center that reflects the good health and economic vitality of the entire city, making the city an attractive venue for businesses; • Assisting the City in policy making, administration and implementation of City programs; • Streamlining communications and saving time and energy, by providing the City with a single, unified Downtown entity.
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