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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 16th day of July, 2024, 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 Highways 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 16, 2024, the City Council adopted Resolution No. 24-0082 overriding protests and providing for the collection of assessments within the DISTRICT for improvements and activities to be conducted during Fiscal Year 2024-2025.
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, 2024 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, 2024 through June 30, 2025.
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, 2023, to June 30, 2024.
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. 24-0069, a Resolution of Intention, on June 18, 2024. 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 2024-2025 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 16, 2024.
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 Docusign Envelope ID: 042C2513-4275-4771-BCDF-E717FB6F74D6 12100-0001\2983690v1.doc 5
rules, regulations, and policies of the United States of America, the State of California 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.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
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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
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City Manager
7/10/2024
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ATTACHMENT 1
BUSINESS IMPROVEMENT & ACTIVITY PLAN JULY 2024
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DOWNTOWN MANHATTAN BEACH
BUSINESS IMPROVEMENT DISTRICT
Business Improvement & Activity Plan
July 2024
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.
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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: 042C2513-4275-4771-BCDF-E717FB6F74D6 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: 042C2513-4275-4771-BCDF-E717FB6F74D6 • 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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A. BID Board of Directors
a. Determine if any members of advisory board want to be replaced B. Downtown Manhattan Beach Beautification
a. Partner with City MB Public Works to ensure continued maintenance, signage, landscaping and cleaning objectives are met
b. Assist Public Works with researching enhanced lighting options; engage private engineer to confirm findings and provide guidance regarding bearing capacity of current streetlights
c. Replace current shopping directories
d. Collaborate on redesign efforts at Metlox and jointly purchase new holiday decorations, looking for something to provide holiday engagement e. Partner with newly formed LoveMB foundation to determine and execute a Downtown-focused, community-funded improvement
f. Work with City Staff to amend current Banner Policy to more accurately reflect the needs of the DBPA
g. Create and hang pole banners throughout Downtown to help visually identify the full District’s corridors.
h. Create and hang pole banners in the Farmers Market area on 13th Street C. Parking and Transportation Strategies
a. Assist Community Development in creating a proposal for an on-demand, electric vehicle shared ride service as a part of the Outdoor Dining proposal
b. Work with Gateway LA and other agencies to determine interest and feasibility of reinstating Ocean Express shuttle service c. Work with City Traffic Engineer to determine effective ride share drop-off zones
d. Work with City to determine and provide off-site parking for employees D. Downtown Future Plan – Permanent Outdoor Dining
a. Rebrand Outdoor Dining to Downtown Revitalization
b. Coordinate with other municipalities, stakeholders and BIDs to determine best practices
c. Provide leadership and coordination of Downtown business, landlord and resident engagement
d. Research and present funding opportunities
e. DBPA to research information regarding parking lot construction in Hermosa re. costs, timing, impacts
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a. Sidewalk signage and clothing racks
b. Benches or seating on sidewalks
F. Marketing & Advertising - Ongoing
Goal: The DBPA is directed to continue with marketing programs that benefit all businesses in the BID, including:
• Create and distribute materials in print, social media, posters, banners • Maintain the website and email database to ensure promotion and ease of use for public and businesses
• Maintain social media presence and increase number of social media followers, as of 4/24: Instagram – 25K+; Twitter – 3,400; Facebook – 8,500
• Continue to increase newsletter subscribers, as of 4/24: 8,660 • Engage social media influencers throughout the year
• Engage with concierges through Dine Around
• Research feasibility of luggage drop for out-of-town guests • Work to amend City Code to allow for pole banners in Downtown for longer periods of time
G. Promotions & Special Events - Ongoing
Goal: The DBPA is directed to successfully promote and execute any Special Events that make sense and support our businesses.
Goal:
• Sponsor (3) annual “Sidewalk Sales” to promote Downtown merchants • Participate in Monthly Special Events meetings with all City MB departments to ensure the needs of BID businesses are considered in event decisions • Conduct weekly Farmers Market, including DBPA business promotion booths • Host the “Holiday Open House together with the Pier Lighting to kick-off the holiday shopping season
• Continue to work with the ‘Beach Events’ such as 6-Man/International Surf Festival, Catalina Classic & Manhattan Open to ensure the downtown benefits from the events and that communications regarding street and parking impacts are effectively communicated to businesses. • Work with City MB to move MBPD K-9 Car show in September outside of Downtown
• Develop ongoing relationship between the DBPA and Los Angeles Chargers & Rams to provide mutually beneficial events
• Continue to search for events that will be beneficial to Downtown businesses • Incorporate local schools and students whenever possible to draw families Docusign Envelope ID: 042C2513-4275-4771-BCDF-E717FB6F74D6 H. Professional Management & Communications - Ongoing
Goal: The DBPA is directed to continue to meet with and provide regular, professional and effective communications with the MB Residents’ Association, various City employees, Department Directors, MBPD/MBFD, City Council, DBPA membership and the BID Board.
Goal: The DBPA is directed to continue to provide affordable resources to businesses within the BID to assist with government mandated training or HR related issues through private vendors or coordination with the Chamber of Commerce, as well keep members apprised of important issues affecting their businesses.
Goal: The DBPA is directed to maintain professional management to ensure this cohesive Business Improvement and Activity Plan is implemented, that new businesses in the District are welcomed, and their participation is invited to ensure an economically thriving Downtown and that the BID Board is aware of larger concerns and opportunities such as parking and revenue streams.
I. Manage Revenue Generation and Growth - Ongoing
Goal: Strive for annual increase in revenues at the Farmers Market by creating a compelling mix of vendors, maximizing community benefits, managing expenses, and promoting attendance.
Goal: Maintain or increase participation in assessments and business licensing within the BID by cooperatively working with the Finance Department and engaging new or non-participating businesses.
Goal: Work with City MB to ensure Business License Tax and BID payment delinquencies are brought current and not allowed going forward Goal: DBPA to develop an investment strategy to better manage reserve funds J. Provide Safe Environment for Businesses and Customers Goal: DBPA to create a full safety plan to present to BID advisory board to ensure safety for our businesses and customers. Plan should include:
A. Work with MBPD to employ more foot beat officer patrols and/or hired security guards, with planned hours and schedules; positive presence needed with regular enforcement available between 5-10pm Thursdays, Fri, Sat; Sunday hours TBD
B. Work with MBPD to determine need and hours for CSC and Ambassadors – special events/traffic enforcement only; not replacement for MBPD foot patrol C. Explore contracting with MBSAFE to ensure reliable and timely response to homelessness issues within the BID
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