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A
GREEMENT BETWEEN THE CITY OF MANHATTAN BEACH AND THE
DOWNTOWN MANHATTAN BEACH BUSINESS & PROFESSIONAL
ASSOCIATION FOR PROFESSIONAL SERVICES
Th
is Agreement is entered into on this 21st day of July, 2026 by and between the City of Manhattan Beach (“CITY”) and the Downtown Manhattan Beach Business & Professional Association (“ASSOCIATION”) (collectively, the “Parties”).
R
ECITALS
A. The City Council of the City of Manhattan Beach established a Business Improvement Area known as the Downtown Manhattan Beach Business Improvement District (“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 21, 2026, the City Council adopted Resolution No. 26-0079 overriding protests and providing for the collection of assessments within the DISTRICT for improvements and activities to be conducted during Fiscal Year 2026-2027.
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, 2026 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 Th e term of this Agreement shall be from July 21, 2026, through July 20, 2027.
Section 2. ASSOCIATION RESPONSIBILITIES.
2.1 The ASSOCIATION or an agent of the ASSOCIATION shall render professional services and shall cooperate with the CITY to provide work program coordination 12100-0001\3271008v2.doc 2
consisting of program development and implementation, program administration, and financial reports.
2.2 The ASSOCIATION shall submit to the CITY 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 Business Improvement District Advisory Board and 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, 2026 to June 30, 2027.
B) A statement by the President of the 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. 26-0058, a Resolution of Intention, on June 16, 2026. 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 within the DISTRICT.
2.4 The Chairperson of the Downtown Manhattan Beach Business Improvement District Advisory Board 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 Board. No transfers shall result in expenditures that exceed the total $124,000.00 budget allocation approved by the City Council set forth in Attachment “1” without the City Council’s approval.
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For fiscal year 2026-2027 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 (“DISTRICT Advisory Board”) shall be responsible for preparation of a Resolution of Intent to continue the establishment of the DISTRICT and the levying of assessments for the next fiscal year. The DISTRICT Advisory Board shall participate in the public hearing process and make any recommendations to modify boundaries, benefit zones, methodology and activities.
2.7 Neither the ASSOCIATION nor any of its officers, employees, agents, representatives, contractors or subcontractors is or shall be deemed to be an agent for the CITY for any purpose, including fulfillment of the ASSOCIATION’s obligations pursuant to this Agreement. The ASSOCIATION is, and shall at all times remain as to the CITY, a wholly independent contractor. The ASSOCIATION shall have no power to incur any debt, obligation, or liability on behalf of the CITY. Neither the CITY nor any of its agents shall have control over the conduct of the ASSOCIATION or any of the ASSOCIATION’s employees, except as set forth in this Agreement and only to obtain the end result. The ASSOCIATION shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees or agents of the CITY. The CITY shall have no liability or responsibility for payment of any wages, compensation or benefits to the ASSOCIATION’s officers or employees, for whom the ASSOCIATION shall bear sole responsibility and liability.
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 CITY shall disburse monies from the DISTRICT assessments to the ASSOCIATION, as approved by the City Council on July 21, 2026.
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4.2 The CITY shall disburse DISTRICT Assessment Revenues to the ASSOCIATION within fifteen (15) days after the City Council approves the Agreement.
Section 5. NOTICES.
5.1 Notice to the parties shall, unless otherwise requested in writing, be sent to:
CITY: City of Manhattan Beach
Attn: Libby Bretthauer, Finance Director
1400 Highland Avenue
Manhattan Beach, CA 90266
With one copy to: City of Manhattan Beach
Attn: Talyn Mirzakhanian, City Manager
1400 Highland Avenue
Manhattan Beach, CA 90266
With one copy to: Downtown Manhattan Beach Business Improvement District Advisory Board
Attn: Mr. Michael Zislis, Chair
321 12th Street, Suite 112
Manhattan Beach, CA 90266
ASSOCIATION: Downtown Manhattan Beach Business & Professional Assoc.
Attn: Kelly Stroman, Executive Director
PO Box 3298
Manhattan Beach, CA 90266
Section 6. CONFLICT OF INTEREST
6.1 The ASSOCIATION affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. The ASSOCIATION and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to the ASSOCIATION’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, the ASSOCIATION and its officers, employees, associates and subcontractors shall not, without the CITY’s prior written approval, perform work for another person or entity for whom the ASSOCIATION is not currently performing work that would require the ASSOCIATION or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. The ASSOCIATION shall incorporate a clause substantially similar to this Section into any subcontract that the ASSOCIATION executes in connection with the performance of this Agreement.
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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 CITY at any time.
7.2 The records maintained by the ASSOCIATION shall include all receipts for expenditures incurred. The CITY reserves the right to perform a contract compliance audit at least once annually. The CITY shall pay the cost of such an audit from the revenues collected from the assessments. 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 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. LABOR CODE; PREVAILING WAGE RATES
10.1 In the event the ASSOCIATION performs any services that, in whole or in part, constitute “public works” as defined in the California Labor Code, the ASSOCIATION shall comply in all respects with all applicable provisions of the California Labor Code.
Section 11. AMENDMENTS
11.1 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 CITY 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.
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Section 12. INSURANCE
12.1 Minimum Scope and Limits of Insurance. The ASSOCIATION shall procure within 30 days from the start of the term of the Agreement, and at all times thereafter during the term of this Agreement, carry, maintain, a nd keep in full force and effect, insurance as follows:
A. Commercial General Liability Insurance with a minimum limit of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00.
B. Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If the ASSOCIATION has no employees while performing Services under this Agreement, a workers’ compensation policy is not required, but ASSOCIATION shall submit a signed declaration that it has no employees.
12.2 Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer authorized to write insurance in the 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.
12.3 Additional Insured. The commercial general liability policy 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.
12.4 Primary and Non- Contributing. The insurance policies required 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 -insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of the ASSOCIATION’s insurance and shall not contribute with it.
12.5 Waiver of Subrogation. The insurance policies required under this Section shall not prohibit the ASSOCIATION and the ASSOCIATION’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. The ASSOCIATION hereby waives all rights of subrogation against City.
12.6 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City.
12.7 Cancellations or Modifications to Coverage. The ASSOCIATION shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The general liability policy required under this Agreement shall 12100-0001\3271008v2.doc 7
be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will e ndeavor 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, the ASSOCIATION shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
12.8 City Remedy for Noncompliance. If the ASSOCIATION does not maintain 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 the ASSOCIATION’s policies do not comply with the requirements under this Section, City may immediately terminate this Agreement.
12.9 Evidence of Insurance. Prior to the performance of Services under this Agreement, the ASSOCIATION shall furnish City’s Risk Manager with a certificate or certificates of insurance and endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval. The ASSOCIATION may provide complete, certified copies of all required insurance policies to City. The ASSOCIATION shall maintain current endorsements on file with City’s Risk Manager.
The ASSOCIATION shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. The ASSOCIATION shall furnish such proof at least two weeks prior to the expiration of the coverages.
12.10 Broader Coverage/Higher Limits. If the ASSOCIATION maintains broader 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 the ASSOCIATION. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
12.11 Subcontractor Insurance Requirements. The ASSOCIATION shall require each of its subcontractors that perform Services under this Agreem ent to maintain insurance coverage that meets all of the requirements of this Section.
Section 13. INDEMNITY
13.1 To the fullest extent permitted by law, the ASSOCIATION shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the CITY, its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials, and the DISTRICT Advisory Board and its officers (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Damages”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of the ASSOCIATION, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their 12100-0001\3271008v2.doc 8
officers, agents, servants or employees (or any entity or individual that the ASSOCIATION shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by court decision or by the agreement of the Parties. The ASSOCIATION shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. The ASSOCIATION shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.
13.2 The ASSOCIATION shall pay all required taxes on amounts paid to the AS SOCIATION under this Agreement, and indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement.
13.3 The ASSOCIATION shall fully comply with the workers’ compensation law regarding the ASSOCIATION and the ASSOCIATION’s employees. The ASSOCIATION shall indemnify and hold the CITY harmless from any failure of the ASSOCIATION to comply with applicable workers’ compensation laws.
13.4 The CITY may offset against the amount of any disbursements payable to the ASSOCIATION under this Agreement any amount due to the CITY from the ASSOCIATION as a result of the ASSOCIATION’s failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section 13.
13.5 Workers’ Compensation Acts not Limiting. The ASSOCIATION’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisi ons of any workers’ compensation act or similar act. The ASSOCIATION expressly waives its statutory immunity under such statutes or laws as to the CITY, its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials.
13.6 Insurance Requirements not Limiting. The CITY does not, and shall not, waive any rights that it may possess against the ASSOCIATION because of the acceptance by the CITY, or the deposit with the CITY, of any insurance policy or certificate required 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 Liabilities, tax, assessment, penalty or interest asserted against the CITY.
13.7 Survival of Terms. The ASSOCIATION ’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
Section 14. ASSIGNMENT
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14.1 Neither this Agreement, nor any portion thereof, shall be assigned by the ASSOCIATION without prior written consent of CITY.
Section 15. PRESERVATION OF AGREEMENT
15.1 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 16. ENTIRE AGREEMENT
16.1 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 17. AUTHORIZATION TO EXECUTE AGREEMENT
17.1 The Executive Director of the Downtown Manhattan Beach Business & Professional Association declares that they are authorized to execute this Agreement on behalf of the ASSOCIATION.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
[SIGNATURE PAGE FOLLOWS]
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CITY: ASSOCIATION:
Name: Talyn Mirzakhanian Name: Kristin Coia
Title: City Manager Title: President, DBPA
Date: Date:
A
TTEST:
N ame: Grace Adams
Title: Treasurer, DBPA
Name: Liza Tamura Date:
Title: City Clerk
Date:
AP
PROVED AS TO FORM:
Name: Quinn M. Barrow
Title: City Attorney
Date:
AP
PROVED AS TO FISCAL IMPACT:
Name: Libby Bretthauer
Title: Finance Director
Date:
AP
PROVED AS TO CONTENT:
Name: Michael Zislis
Title: Chair, Downtown Manhattan Beach Business Improvement District Advisory Board Date:
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ATTACHMENT 1
BUSINESS IMPROVEMENT & ACTIVITY PLAN JULY 2026