Item 10 - Consideration of Office Use Agreement with Score AssociationAGENDA ITEM NO. 10
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: August 20, 2019
TO: Mayor and City Council
FROM: David Carmany
Interim City Manager
SUBJECT: CONSIDERATION OF OFFICE USE AGREEMENT WITH SCORE ASSOCIATION
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to negotiate & execute an Office Use
Agreement with SCORE Association for a term of two (2) years, with three optional one-year extensions.
BACKGROUND:
In an effort to promote economic development in the City West Covina, staff sought partnership with
SCORE, previously known as the Service Corps of Retired Executives, to open a location in the City to benefit
local small businesses. SCORE entered into an Office Use Agreement with the City of West Covina on September
1, 2015. The agreement allowed SCORE to open a San Gabriel Valley Chapter based in the City of West Covina
as well as the use of City facilities to host consultations and workshops.
When a partnership is approved by the City Council, a review of the agreement is required after two years. As
such, the initial term of the agreement expired on September 1, 2017. The agreement allowed for two one-year
extensions. Subsequently, the City Council approved the extensions for two additional one-year periods. The first
extension ended on September 1, 2018, and the final extension will expire on September 1, 2019.
Per the agreement, staff is providing the final report regarding its partnership with SCORE. The City has provided
SCORE with an office in the Community and Economic Development Division (CED) and the use of the City's
Community Room/Council Chambers for business workshops. SCORE has been holding one-on-one bi-weekly
counseling sessions on Mondays to engage small business owners and entrepreneurs as well as monthly
workshops. Since the execution of the agreement, a total of 36 workshops have been hosted. The following table
shows the numbers of workshops and counseling sessions held within the last four fiscal years:
Fiscal Year
2015-16
2016-17
2017-18
2018-19
Workshops
6
10
10
10
Counseling Sessions
64
52
53
43
As of August 5, 2019, for Fiscal Year 2019-20, one workshop and seven consultations have been conducted in the
month of July. The last workshop under the current agreement will be held on Thursday, August 29, 2019.
SCORE also volunteered to be a part of the Business Assistance Loan Program's Loan Review Committee, which
took place on April 4, 2017. The Business Assistance Loan Program was designed to assist local businesses and
create jobs. The Loan Review Committee was comprised of the City Manager, CED staff, Finance Director and a
SCORE representative to review and score the submitted applications. As a result of the collaborative input by the
Loan Committee members, the loan was successfully granted to a business on April 18, 2017. SCORE has also
participated in West Covina's Small Business Week for the past four years, presenting business -related workshops
and offering their services as part of the business resource expo.
While SCORE has provided their counseling services twice a month on Mondays, there have been requests from
their clients to provide their services on weekends. The last Saturday Mentorship was provided on Saturday, April
21, 2018.
DISCUSSION:
SCORE has expressed its interest in continuing the partnership with the City of West Covina and the use of City
facilities to host workshops and counseling services (Attachment No. 1). As a result, SCORE has requested to
execute a new Office Use Agreement (Attachment No. 2). If approved, SCORE will continue to have an office
space in the CED Division and continue to use City facilities for workshops and counseling services. Below is a
summary of the proposed terms of the agreement:
1. Continue to provide SCORE an office space in CED;
2. Continue to allow SCORE to utilize the Community Room, Council Chambers, and other City facilities for
the sole purpose of hosting workshops and providing business counseling services free of charge;
3. Initial term of the agreement is two (2) years; and
4. Upon expiration of the initial term, the agreement may be extended for up to three (3) one-year extensions.
The partnership with SCORE has promoted West Covina as an innovative community utilizing available economic
development resources to help local business owners and entrepreneurs.
LEGAL REVIEW:
The City Attorney's Office has reviewed the attached agreement and approves it as to form.
OPTIONS:
The City Council has the following options:
1. Approve staffs recommendation; or
2. Approve the Office Use Agreement with changes; or
3. Provide alternative direction.
Prepared by: Karen Ko, Economic Development Specialist
Additional Approval: Paulina Morales, Economic Development & Housing Manager
Fiscal Impact
FISCAL IMPACT:
There is no out-of-pocket cost to the City for the partnership with SCORE. The City provides in -kind space to
SCORE for support of West Covina businesses.
Attachments
Attachment No. 1 - Email from SCORE
Attachment No. 2 - Office Use Agreement with SCORE
CITY COUNCIL GOALS & OBJECTIVES: Enhance City Programs and Activities
Engage in Proactive Economic Development
ATTACHMENT NO. 1
Karen Ko
From:
RobertOzaki <robert.ozaki@scorevolunteer.org>
Sent:
Tuesday, August 6, 2019 2:09 PM
To:
Karen Ko
Cc:
Paulina Morales; At Pineda; larry.grossman@scorevolunteer.org
Subject:
City of West Covina Office Use Agreement with SCORE Association
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking
links, especially from unknown senders.
Karen,
Following are the responses to your request.
SCORE / City Partnership
We would like to continue the partnership with the City and continue to use
its facilities to mentor clients and to host workshops.
In this geographic area, the partnership with the City supports SCORE East San
Gabriel Valley in the fulfillment of the SCORE
Mission
Foster vibrant small business communities through mentoring and education.
And in the achievement of the SCORE
Vision
Every person has the support necessary to thrive as a small business owner.
Mentoring Sessions
City Fiscal Year Sessions
FY18 Ju12017 - Jun2018 53
FY19 Ju12018 - Jun2019 43
FY20 7/1119 - 7/31/19 7
District Director
A successor to Dennis Wright has not been selected. Until a new District Director
is appointed, I report directly to
Larry Grossman,
SCORE Western Regional V.P.
l a rrv. a ro s s m a n (c).s co re vo I u n to a r. o ra
481-415-7274
Please contact me if you have any questions
Best regards,
Robert Ozaki
Chapter Chair
SCORE East San Gabriel Valley\
909-204-1230
CONFIDENTIALITY NOTICE: This e-mail message and its attachments are for the sole use of the intended
recipients. They may contain confidential information, legally privileged information or other information subject to legal
restrictions. Any review, retransmission, dissemination or other use of or taking action in reliance upon this information by
persons or entities other than the intended recipient is prohibited. If you are not the intended recipient, do not read, copy,
use or disclose this message or its attachments; please notify the sender by replying to this message and delete or
destroy all copies of this message and attachments in all media. Thank you.
ATTACHMENT NO.2
CITY OF WEST COVINA
OFFICE USE AGREEMENT
1YLY_Y 1 *X# 7pI:T.*i11*I71111;1711
THIS OFFICE USE AGREEMENT ("Agreement") is made and entered into as of the 1st
day of September 2019 ("Effective Date"), by and between the City of West Covina, a California
municipal corporation ("City"), and SCORE ASSOCIATION, a 501(c)(3) non-profit organization
("SCORE").
RECITALS
A. City is the owner of the real property located at 1444 West Garvey Avenue, West Covina,
California, 91790, and all appurtenances thereon ("Property"). The Property contains the
building known as West Covina City Hall (`Building").
B. City is a municipal corporation acting for the benefit of its constituency, and SCORE is a
non-profit entity dedicated to empowering small businesses, including those within the
City's constituency.
C. SCORE and City desire to collaborate to enable SCORE to provide free counseling services
("Services") to businesses in the office space of the Building as set forth herein. The
Services shall include, but not be limited to, the following:
• Helping would-be entrepreneurs and business owners develop business plans.
• Offering advice on ways in which to secure financing for businesses.
• Acting as a "sounding board" for business ideas and concerns.
• Providing guidance on where and how to obtain further assistance and data.
• Offering suggestions for marketing, promotional and sales strategies.
• Offering suggestions for addressing organizational and staffing issues.
• Making recommendations related to import or export opportunities.
• Offering advice on patent or trademark registrations.
• Business seminars and workshops.
D. SCORE desires to use an office space in the Building for use as its office and to use other
City facilities to host business seminars/workshops that will benefit West Covina
businesses.
E. City and SCORE desire to execute this Agreement to set forth their respective rights,
obligations, and duties.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, City
and SCORE agree as follows:
1.0 USE OF CITY FACILITIES
1.01 SCORE may have exclusive use of an office space in the Community and Economic
Development Division of the Building during regular business hours of the Building. The hours of
usage will be mutually agreed upon by the parties and confirmed in writing. The location of the
Iof8
office space or the hours of SCORE's use may be amended by mutual written agreement of the
parties.
1.02 Subject to availability and in City's discretion, SCORE may use City facilities,
including, but not limited to, the Community Room, City Council Chambers, and MRC Room at
the Building, the Cameron Park Community Center, the Cortez Park Community and Senior
Center, or the Shadow Oak Community Center (the foregoing facilities and the Building are
collectively referred to in this Agreement as "City Facilities") for workshops and counseling
services at no cost to SCORE. SCORE must request such use and confirm the availability of the
City facility at least two (2) weeks prior to the desired date of use. For days and times the Building
is closed, SCORE may only use facilities that do not require City staff to assist in opening, closing
or operating the facility. SCORE shall comply with each facility's use policy and all rules and
regulations applicable to each facility. City will provide SCORE with a copy of the applicable
facility use policy and rules and regulations.
1.03 SCORE's use of the City Facilities as set forth in this Agreement shall be limited
to the provision of the Services, as defined in the Recitals of this Agreement, and related purposes
only. SCORE shall comply with all applicable federal, state, and local laws and regulations in its
use of the City Facilities and Property. Such limitation does not preclude SCORE from being in
the City Facilities or on the Property as a member of the public.
1.04 SCORE's officers, representatives, agents, employees, or volunteers shall not be
considered agents, employees, officials, volunteers, or otherwise authorized representatives of the
City of West Covina. SCORE shall expressly state to all clients that SCORE is not affiliated with
the City of West Covina and that the Services provided, including any advice or counseling given,
are provided solely by SCORE and are not the advice or counseling of the City of West Covina.
1.05 At the end of each year of this Agreement, and upon the termination of this
Agreement, SCORE shall provide an annual report to City evaluating the Services provided based
on mutually agreed upon criteria. Such criteria may include, without limitation:
• Number of new clients per year.
• Number of mentoring sessions.
• Number of business owners that obtained services.
• Number of businesses currently receiving services.
• Number of workshops/seminars held in West Covina.
2.0 TERM AND TERMINATION
2.01 Initial Term. The initial term of this Agreement is two (2) years (the "Initial Term"),
beginning on the Effective Date and ending on August 30, 2021.
2.02 Extensions. At the expiration of the Initial Term, the term may be extended for up
to three (3) additional one (1) year periods.
2.03 Termination. At any time during the Initial Term or any extension period, either
party may, without cause, terminate this Agreement upon thirty (30) days' written notice to the
other party. City may also terminate this Agreement immediately upon written notice to SCORE
2of8
if SCORE fails to comply with any provision of this Agreement.
3.0 FEES
In exchange for SCORE's provision of the Services, there shall be no charge to SCORE
for the use of the City Facilities for the purposes forth in this Agreement.
4.0 MAINTENANCE OF CITY FACILITIES
4.01 City shall be responsible for maintaining the City Facilities, providing utilities, and
furnishing the office space with desks, chairs, and file cabinets.
4.02 SCORE shall be responsible for providing and maintaining any additional supplies
and equipment it deems necessary to provide the Services. SCORE shall be responsible for
ensuring that the office space to be used by SCORE is in a safe and orderly condition at all times
during the term of this Agreement. SCORE shall be responsible for the costs to repair any damage
to the City Facilities or Property beyond regular wear and tear resulting from SCORE's use.
SCORE shall immediately notify City verbally, and promptly thereafter in writing, in the event of
any damage to the Building or Property.
5.0 UTILIES AND TAXES
5.01 City shall pay all fees and charges for utilities on the City Facilities and all real
property taxes levied or assessed against the City Facilities while this Agreement is in effect.
5.02 SCORE shall be responsible for any business license, use or other taxes which may
be assessed as a result of SCORE's provision of the Services or use of the City Facilities.
6.0 ACCEPTANCE OF CITY FACILITIES
City makes no warranty or representation of any kind whatsoever regarding the condition
of the City Facilities or their fitness for SCORE's use, or any use. SCORE accepts and agrees to
use the City Facilities in their current "as -is" condition, without any obligation of City to perform
or pay for any improvements thereto.
7.0 ALTERATIONS
7.01 City reserves the right to alter, change, or work on the City Facilities during the
term of this Agreement. City will provide written notice to SCORE if it is anticipated that such
alterations, changes, or work will impair SCORE's ability to use the City Facilities to provide the
Services.
7.02 SCORE may not make any removals, additions, improvements or other alterations
in or to the City Facilities or Property, except as approved in advance in writing by City.
7.03 All articles of personal property and all business and trade fixtures and furniture
installed by SCORE in the office space provided to SCORE at its expense shall be and remain the
c
property of SCORE and may be removed by SCORE at any time, provided that SCORE, at its
expense, shall pay for the costs to repair any damage to the Building or Property caused by such
removal or by the original installation. SCORE shall remove all of the aforementioned property at
the expiration or termination of this Agreement, and SCORE shall, at its expense, pay for the costs
to repair any damage to the Building or Property caused by such removal or by the original
installation.
8.0 NO INTEREST IN PROPERTY
SCORE understands and agrees that this is a use agreement, not a lease agreement. No
tenancy is established by this Agreement and SCORE shall have no interest in the Building or
Property as a result of this Agreement or its use of the City Facilities.
9.0 INDEMNIFICATION AND RELEASE
9.01 Indemnification. SCORE agrees to defend, indemnify, and hold harmless City, its
elected officials, officers, agents, volunteers and employees ("Indemnitees"), at SCORE's sole
expense and with legal counsel approved by City, from and against any and all claims, demands,
suits, actions or proceedings of any kind or nature arising out of this Agreement or the use of the
City Facilities and/or Property by, or the acts, errors or omissions of, SCORE, its officers, agents,
volunteers, employees, occupants, invitees, visitors, guests, or other users, and/or authorized
subcontractors. Notwithstanding the foregoing, SCORE shall not be responsible for claims,
actions, complaints, or suits arising out of the sole active negligence or willful misconduct of the
Indemnitees.
The defense obligation provided for hereunder shall apply without any advance showing
of negligence or wrongdoing by SCORE, its officers, agents, volunteers, employees, occupants,
invitees, visitors, guests, or other users and/or authorized subcontractors, but shall be required
whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions,
or misconduct of SCORE, its officers, agents, volunteers, employees, invitees, visitors, guests,
and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts
liability against the Indemnitees based upon SCORE's use of the City Facilities or Property
pursuant to this Agreement, whether or not SCORE, its officers, agents, volunteers, employees,
invitees, visitors, guests, and/or authorized subcontractors are asserted to be liable.
9.02 Release. Neither City nor its elected officials, officers, agents or employees shall
be liable to SCORE for any loss of or damage to personal property or personal injury or death.
SCORE hereby waives, releases, and discharges City and its elected officials, officers, agents and
employees from any and all claims for damages and/or liability, including, without limitation,
claims for personal injury, death, or property damage, including liability arising out of the
negligence of City, its elected officials, officers, agents, and/or employees, which arise out of or
are incurred in connection with SCORE's use of the City Facilities or Property or in connection
with this Agreement. This release extends to all claims of every kind or nature whatsoever,
foreseen or unforeseen, known or unknown.
9.03 Notice of Injuries. SCORE shall immediately notify City verbally, and promptly
thereafter in writing, in the event SCORE observes or is informed of any personal injury to any
MM
individual or any damage to the City Facilities, Property, or personal property contained therein.
10.0 INSURANCE
10.01 Minimum Scopes and Limits of Insurance. SCORE shall procure and maintain for
the duration of this Agreement the following minimum scopes of insurance:
(a) Insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the use of the facilities and the activities of
SCORE, its guests, agents, representatives, employees, or subcontractors. Coverage
shall be at least as broad as Insurance Services Form CG 00 01 covering CGL on
an "occurrence" basis, including property damage, bodily injury and personal and
advertising injury with limits no less than $1,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to
each location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice
the required occurrence limit.
(b) Workers' Compensation and Employers' Liability insurance as required by the
State of California, with a limit of not less than $1,000,000 per accident.
If SCORE maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by SCORE. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to the City.
10.02 Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions:
(a) Additional Insured Status. The City of West Covina, its officers, officials,
employees, and volunteers are to be covered as additional insureds on the CGL
policy with respect to liability arising out of the use of the City's facilities, work or
operations performed by or on behalf of SCORE including materials, parts, or
equipment furnished in connection with such work or operations. General liability
coverage can be provided in the form of an endorsement to SCORE's insurance (at
least as broad as ISO Form CG 20 10 1185 or if not available, through the addition
of both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition
is used).
(b) Primary Coverage. For any claims related to this contract, SCORE's insurance
coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104
13 as respects the City, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of SCORE's insurance and shall not
contribute with it.
(c) Notice of Cancellation. Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
5of8
10.03 Waiver of Subrogation. SCORE hereby grants to City a waiver of any right to
subrogation which any insurer of SCORE may acquire against the City by virtue of the payment
of any loss under such insurance. SCORE agrees to obtain any endorsement that may be necessary
to affect this waiver of subrogation, but this provision applies regardless of whether or not the City
has received a waiver of subrogation endorsement from the insurer.
10.04 Acceptability of Insurers. Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless
otherwise acceptable to the City.
10.05 Verification of Coverage. SCORE shall furnish the City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the applicable policy
language effecting coverage required by this section) and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City before using City
Facilities. All certificates and endorsements are to be received and approved by the City at least
five (5) days before SCORE commences activities.
10.06 Special Risks or Circumstances. City reserves the right to modify these
requirements based on the nature of the risk, prior events, insurance coverage, or other special
circumstances.
11.0 CITY'S ACCESS TO PREMISES
City and its elected officials, officers, employees, contractors, agents and authorized
representatives shall have the right to enter the office space and any City Facilities used by SCORE
at any time.
12.0 GENERAL PROVISIONS
12.01 Notices. Any notice or communication which is required under this Agreement
shall be sent by registered or certified mail, return receipt requested, by Federal Express or any
other nationally recognized overnight delivery service, or by email addressed to the parties as
follows:
If to SCORE:
SCORE Association
Attn: John Fuqua,
Chief Financial Officer
1175 Herndon Parkway, Suite 900
Herndon, VA 20170
John.fuqua@score.org
If to City:
City of West Covina
Attn: David Carmany,
Interim City Manager
1444 West Garvey Avenue, South
West Covina, CA 91790
dcarmany @ westcovina.org
or at such other address or addresses as the parties may designate by written notice to each other.
All notices and communications sent by mail shall be deemed served or delivered on the date the
mm
return receipt is signed or delivery rejected by the addressee, or two (2) days after deposit in the
United States mail, whichever is earlier. Notices and communications sent by Federal Express or
any other nationally recognized overnight delivery service shall be deemed served or delivered
one (1) business day after delivery to the service prior to its deadline for overnight delivery.
Notices and communications sent by email shall be deemed served or delivered at the time of
transmission.
12.02 Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the matter hereof and supersedes any and all other prior writings and oral
negotiations. This Agreement may be modified only in writing and signed by both parties.
12.03 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los
Angeles County, California.
12.04 Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect
the validity or enforceability of the remaining terms and provisions hereof or of the offending
provision in any other circumstance. Notwithstanding the foregoing, if the value of this
Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired,
which determination made by the presiding court or arbitrator of competent jurisdiction shall be
binding, then the parties agree to substitute such provision(s) through good faith negotiations.
12.05 Assignment and Subletting. SCORE shall not assign this Agreement or sublet the
office space of the Building or any part thereof without the prior written consent of City.
12.06 Force Majeure. In the event of damage to or destruction of the City Facilities by
any act of God, fire, national or local calamity, strike, labor dispute, civil disturbance, accident,
epidemic, act or regulation of any public authority, interruption in or delay of transportation
services, or any event of any other kind or character whatsoever, whether similar or dissimilar to
the foregoing events, which shall render the practicable fulfillment by City of its obligations under
this Agreement impossible, this Agreement shall be null and void and City shall be released of all
responsibility hereunder and shall not be held responsible by SCORE for any resulting damage. In
the event of any such occurrence or threat thereof, City shall have the right in its discretion to
immediately suspend or terminate any use by SCORE of the City Facilities, to cause the City
Facilities to be vacated or SCORE's personal property removed, or to take such action for such
duration as City in its sole discretion deems necessary or appropriate.
12.07 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
7of8
12.08 Corporate Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties
and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their respective authorized officers, as of the date first above written.
CITY OF WEST COVINA, a California municipal corporation
Date:
David Carmany
Interim City Manager
SCORE ASSOCIATION, a 501(c)(3) non-profit corporation (Tax ID#52-1067290)
John Fuqua
Chief Financial Officer of SCORE
ATTEST:
Carrie Gallagher
Assistant City Clerk
Date:
APPROVED AS TO FORM:
Thomas P. Duarte
City Attorney
M