HomeMy WebLinkAbout2014-10-28 - AGENDA REPORTS - BUSINESS INCUBATOR LEASE/COC (2)Agenda Item: 8
CITY OF SANTA CLARITA
AGENDA REPORT -
CONSENT CALENDAR City Manager Approval:
Item to be presented by: Jason Crawford
DATE: October 28, 2014
SUBJECT: BUSINESS INCUBATOR LEASE TEMPLATE AND
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY
OF SANTA CLARITA AND THE SANTA CLARITA
COMMUNITY COLLEGE DISTRICT TO PROGRAM THE
SANTA CLARITA BUSINESS INCUBATOR
DEPARTMENT: Community Development
RECOMMENDED ACTION
City Council:
1. Approve the Consulting Services Agreement with the Santa Clarita Community College
District, per Attachment A;
2. Approve the Santa Clarita Business Incubator Lease Agreement template, per Attachment B;
3. Increase account 11307.5002.001 by $7,725 for FY14-15 and $15,450 ongoing, and increase
account 11307.5161.002 by $1,275 for FY14-15 and $2,550 ongoing;
4. Increase revenue account 100-4321.007 by $18,000 for FY15-16 and ongoing; and
5. Authorize City Manager, or designee, to execute all contract documents and renewals, subject
to City Attorney approval.
BACKGROUND
On March 13, 2012, the City Council approved the Santa Clarita Economic Growth Program,
which included the Santa Clarita Business Incubator Program (Incubator), to be developed in
partnership with the Small Business Development Center (SBDC) hosted by the Santa Clarita
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Community College District (COC). A Consulting Services Agreement between the City and
the Santa Clarita Community College District is provided as Attachment A.
In addition to the SBDC and COC, City staff is working with the Santa Clarita Valley Economic
Development Corporation (SCVEDC), the Chamber of Commerce, the Valley Industry
Association (VIA), and the Old Town Newhall Association (OTNA) on implementing the
program.
In conjunction with the City's ongoing support of local business and business -friendly
environment, the Incubator will create synergy and partnerships among local entrepreneurs
and professional business organizations that will equip start-up businesses with tools and skills
to launch a successful business in the City's growing arts and entertainment district in Old Town
Newhall. The Incubator will create a cohort of businesses that will share in the journey of
establishing their new businesses together.
Business Incubators are multi -tenant buildings that provide affordable, flexible office space,
along with a variety of professional services to entrepreneurs to create an atmosphere conducive
to their growth and success. According to the National Business Incubator Association:
• For every $1 of public operating subsidy provided to the Incubator, clients generate
approximately $30 in local tax revenue;
• Approximately 84% of Incubator graduates stay in their community; and
• 87% of all firms that graduated from Incubators are still in business after five years.
The City's Incubator will provide low cost office space within the former Newhall Library
building to incubate up to six entrepreneurs, focusing on the creative industries. Creative
industry businesses include those in technology, web development, social media, application
development, video game development, film/video, post production, and special FX. These
businesses fit within targeted industries of film/video and technology, as identified by the City
and SCVEDC, and are the types of businesses that can grow quickly from an entrepreneur with
an idea into a succesful operation requiring additional employees and office space.
In partnership with the SBDC, entrepreneurs will be provided with support and guidance,
including one-on-one consulting services, workshops, networking, and other resources, in a
shared work space for up to three years. Incubator clients will have access to individual and
shared work spaces, including conference and meeting rooms, which will be shared with City
staff who occupy a portion of the building. The Incubator was designed with the goal of
encouraging partnerships and interaction among participants, which will generate innovative
and creative ideas that will benefit each of the businesses throughout the incubation process.
Additionally, entrepreneurs will benefit from the Mentor Program that will pair them with
industry experts to provide additional guidance and leadership, and the Business Partners
Program that will provide pro bono services, such as the free legal assistance being offered
by Poole & Shaffery, LLP.
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The participants in the program are being selected through an RFP process. Fifteen (15)
applications for participation in the program were received by the deadline of Thursday,
October 16, 2014. Submitted applications were reviewed by a panel comprised of City staff
and our business organization partners, as well as industry experts from the Mentor Program.
The review panel met on Monday, October 27, 2014, to discuss applications and scores, and
have selected a group of applicants for in-person interviews, which will be conducted on
Thursday, October 30, 2014. The applicants who demonstrate the strongest potential for
benefiting from the incubation process and potential for job growth in the community will
be selected to participate in the Incubator program. A Grand Opening and Ribbon Cutting for
the Incubator is scheduled for November 18, 2014. Once selected, and after agreements are
signed, the entrepreneurs will begin moving in, with their leases effective January 1, 2015.
A template lease agreement, including the Client Services Agreement and Building Rules and
Regulations, is provided as Attachment B.
It is recommended that the entrepreneurs not be assessed rent for the first six months of their
tenancy to allow them time to acclimate to the program and begin getting their businesses to a
point where they can pay the rent. After six months, it is recommended that the rent be assessed
at $300 per business per month. The monies assesed in rent, estimated to be $18,000 annually
based on five businesses, will be allocated towards the new costs of providing part-time support
staff to the businesses, as well as for office supplies. City staff time and resources to manage
the program will be absorbed within the existing budget.
ALTERNATIVE ACTIONS
Other action as determined by City Council.
FISCAL IMPACT
Upon approval of the recommended action, ongoing General Fund base expenditure and revenue
budgets will be appropriated for the business incubator program.
ATTACHMENTS
Attachment A - Consulting Services Agreement with Santa Clarita Community College District
Attachment B - Business Incubator Lease Agreement Template
CONSULTING SERVICES AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA ("City") AND
SANTA CLARITA COMMUNITY COLLEGE DISTRICT ("Consultant")
Contract No. ##
THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is entered into this
day of , 20_, by and between the City of Santa Clarita
("City"), and the Santa Clarita Community College District located at 26455 Rockwell Canyon
Rd., Santa Clarita, CA 91355 ("Consultant"). City and Consultant are also referred to
collectively as the "Parties" and individually as "Party."
WHEREAS, the City wishes to contract with the Consultant for the Consultant to provide certain
consulting services to the Santa Clarita Business Incubator ("Incubator") program, and the
Consultant desires to provide such services;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and the Consultant hereby agree as follows:
1.
The City hereby engages the Consultant to provide to the Incubator services described in
Exhibit A attached hereto and incorporated herein by reference ("Services"), upon the
terms and subject to the conditions of this Agreement. The City agrees to provide to the
Consultant such information and access to City's staff and records as may be reasonably
requested in order for the Consultant to perform the Services. The Consultant and City
shall mutually agree upon the site or sites within which the Services shall be rendered.
2. TERM AND TERMINATION.
a. Term. This Agreement will commence on the date hereof (the "Commencement
Date") and terminate on
(the "Term"), unless earlier
terminated as provided in this Agreement.
b. Termination. This Agreement may be terminated by (i) the Consultant at any
time in the event of a material breach by the City of any material provision of this
Agreement, which such breach is not cured by the City within fifteen (15) days of
written notice by the Consultant to the City; (ii) the City at any time in the event
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of a material breach by the Consultant of any provision of this Agreement, which
such breach is not cured by the Consultant within fifteen (15) days of written
notice by the City to the Consultant, or (iii) by either Party upon at least thirty
(30) days prior written notice to the other Party. In the event of the termination of
this Agreement for any reason, the Consultant shall be compensated for Services
performed prior the effective date of such termination.
3. COMPENSATION.
Consultant shall provide Incubator Services as a partner at no cost under this Agreement,
for Services provided and expenses incurred by the Consultant.
4. LIMITATION OF LIABILITY.
Consultant will utilize all reasonable efforts to provide City with the Services provided
for in this Agreement. City agrees to defend, hold harmless and indemnify Consultant, its
parent, affiliates, subsidiaries, authorized representatives, directors, officers, agents and
employees against any and all liability for any judgments, awards, expenses, fines,
penalties, attorneys' fees, costs, or other claims for damages in connection with any suit,
complaint, charge, proceeding or action of any kind alleging a violation of any statutory
or regulatory provision or otherwise arising out of the negligent act or willful misconduct
by City, of its duties and responsibilities under this Agreement, unless such performance
or nonperformance occurred at the direction of or was caused by Consultant. This hold
harmless and indemnification includes but is not limited to compensatory damages,
punitive damages, regulatory fines and penalties, and extra -contractual liability.
Consultant agrees to defend, hold harmless and indemnify City, its parent, affiliates,
subsidiaries, authorized representatives, directors, officers, agents and employees against
any and all liability for any judgments, awards, expenses, fines, penalties, attorneys' fees,
costs, or other claims for damages in connection with any suit, complaint, charge,
proceeding or action of any kind alleging a violation of any statutory or regulatory
provision or otherwise arising out of the negligent act or willful misconduct by
Consultant, of its duties and responsibilities under this Agreement, unless such
performance or nonperformance occurred at the direction of or was caused by City. This
hold harmless and indemnification includes but is not limited to compensatory damages,
punitive damages, regulatory fines and penalties, and extra -contractual liability.
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5. BENEFIT ASSIGNMENT.
Neither this Agreement nor the respective rights, duties, obligations, and responsibilities
of the Parties under this Agreement may be assigned or transferred, in whole or in part,
by either Party to any other person, association, organization, company, or other entity
(including subcontractors) without the prior written consent of the other Party hereto.
6. GOVERNING LAW; JURISDICTION; VENUE.
This Agreement, and all matters arising out of or related thereto, shall be governed by the
laws of the State of California.
7. THIRD PARTIES.
Nothing in this Agreement shall create a contractual relationship with, or create a benefit
or cause of action in favor of, any third -party against a Party hereto, and no third -party
shall be entitled to rely upon or enforce this Agreement or to be a third -party beneficiary
thereof.
8. RELATIONSHIP BETWEEN THE PARTIES.
Nothing in this Agreement is intended to create, or shall be construed as creating, a joint
venture, partnership, agency, or entity between the Parties, or any right on the part of one
Party to pledge the other's credit or to bind the other as to third parties, it being
understood that the relationship between the City and the Consultant is that of
independent contractors.
9. WAIVER; COUNTERPARTS; ENTIRE AGREEMENT; AMENDMENT.
No waiver by either Party of any breach of this Agreement shall be construed as a waiver
of any succeeding breach of this Agreement. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together
will constitute one and the same instrument. This Agreement represents the entire and
integrated agreement between the Parties and supersedes all prior negotiations,
representations, or agreements, either written or oral regarding the subject matter thereof.
This Agreement may be amended only by a written instrument signed by both the
Consultant and the City.
10. CONFIDENTIAL INFORMATION.
The Consultant will receive confidential information for the purposes of providing
Services to the City's Incubator clients. The Consultant hereby agrees that the
confidential information shall be kept strictly confidential and that the Consultant shall
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not furnish or divulge Confidential Information to any individual or entity without the
prior written consent of the Party disclosing the information. Notwithstanding the
foregoing it is understood that Consultant will, on behalf of the Incubator clients, need
latitude to communicate with potential investors, strategic partners, and others in the
course of providing Services to the Incubator entrepreneurs. Unless otherwise specifically
requested in writing by Incubator clients, Consultant and its agents shall be permitted to
communicate confidential information regarding Incubator clients with these individuals
or entities, provided that City or Consultant first obtain their agreement to maintain the
confidentiality of any confidential information shared with them. Notwithstanding any
other provision of this document, Consultant shall be permitted to use an Incubator
client's name and generally describe that entity's business in marketing materials, news
releases, articles, speeches, and other.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first
written above.
FOR SANTA CLARITA COMMUNITY COLLEGE
M
Name & Title:
Date:
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
By:
City Manager
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
City Attorney
Date:
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Exhibit A
Program Services Summary
A set of core program services will be provided by the Small Business Development Center
hosted by the Santa Clarita Community College District (SBDC). The SBDC provides a
team of expert business advisors who will work directly with entrepreneurs in the Santa
Clarita Small Business Incubator to help them start and grow their businesses.
The SBDC will provide the following services at no charge to the Incubator entrepreneur:
A. One -on -One Consulting Services
Consulting services will be determined through an initial meeting with the Assistant
Director of the SBDC who will develop a Scope of Work with the entrepreneur.
Entrepreneurs will need to sign the SBDC Request for Consulting Services
Agreement and the Scope of Work. Typical Scopes of Work will provide for an
SBDC Business Advisor to meet with the entrepreneur for an hour once or twice per
month to work on specific business topics, such as business plans, accessing capital,
marketing, and other topics depending on the individual business' identified needs.
Meetings may be held at the Incubator, if space is available, or at the SBDC
consulting center at College of the Canyons.
The goal of the consulting services is to help the entrepreneur start and grow his/her
business and achieve economic milestones. Milestones achieved will be recorded as
part of the SBDC Consulting Engagement.
B. Bi -Monthly Workshops
Workshops for all Incubator clients will focus on developing skills, providing
resources, and other areas of interest to all Incubator clients, such as pitching to angel
investors.
C. Ouarterly Meetings with Industry Experts
Meetings with successful entrepreneurs and industry experts will address topics of
interest to all Incubator entrepreneurs and may include intellectual property attorneys
and angel investors.
D. Mentorship Program
Access to a mentor group of professionals who would provide additional pro bono
services to Incubator clients
E. Access to SBDC resources of benefit to the clients including
• Business Incubation Network of Southern California (BINS)
• Small Business Development Center Network (SBDC NET)
• Center for International Trade & Development (CITD) network
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PRIMARY LEASE AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA ("Lessor") AND
[NAME] ("Client")
This Lease Agreement ("Lease") is executed as of , 20_, by and
between the City of Santa Clarita ("LESSOR"), and XXXX, Inc., a corporation, d/b/a
[corporation/limited liability company] ("CLIENT"). LESSOR
and CLIENT agree as follows:
1. DESCRIPTION OF CLIENT SPACE.
LESSOR hereby leases to CLIENT a portion of 3000 square feet of space as further
specified in the Client Services Agreement attached to this Lease ("CLIENT
Space") in the facility located at 22704 9th Street, Santa Clarita, CA 91321 (the
"Facility").
2. USE OF CLIENT SPACE.
CLIENT Space shall be used solely as office space, as specified in the Client Services
Agreement. LESSOR may relocate CLIENT to comparable space within the Facility
at LESSOR's sole discretion, with thirty (30) day's written notice. CLIENT will have
full access to and use of CLIENT Space, and the right to use and access all common
areas within the Facility on an "as available" basis, subject to LESSOR's Building
Rules and Regulations, as amended or modified from time to time, which are
incorporated by reference into this Lease. CLIENT hereby acknowledges receipt of
the current Building Rules and Regulations. LESSOR shall provide to CLIENT
written notice of any amendments or modifications to the Building Rules and
Regulations, which shall be effective with respect to CLIENT after such notice has
been given. CLIENT will not have access to any other areas within the Facility,
including but not limited to the space of other CLIENTS and LESSOR's staff offices.
3. TERM.
CLIENT agrees to lease CLIENT Space for an initial term (the "Initial Term") of
twelve (12) months, beginning January 1, 2015, (the "Commencement Date"), and
ending December 31, 2015. This Lease may be renewed for subsequent terms of
twelve (12) months at the LESSOR's sole and complete discretion (each a "Renewal
Term") for a total period not to exceed three years, on the terms and conditions herein
or on such terms as are mutually agreed to by the parties. The term of this Lease,
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including the Initial Term and any Renewal Term(s), is referred to in this Lease as the
"Term."
4. RENT.
a. Flat Rate Rent.
CLIENT shall pay to LESSOR a flat rental rate of three hundred dollars ($300.00)
per month for six months of the Initial Term; the City hereby waives rent for the
first six months of the Initial Term beginning on July 1, 2015. CLIENT shall pay
in monthly installments (the "Rent"). Such monthly Rent payments are payable in
advance and shall be made on or before the first day of each month.
b. Late Payment.
If CLIENT fails to pay the Rent by the first (1st) day of the month for which such
Base Rent or Additional Rent is due, CLIENT shall pay a late payment fee of
ten percent (10%) of the total amount due.
5. CONDITION AND USE OF CLIENT SPACE AND THE FACILITY.
a. CLIENT accepts CLIENT Space as is. CLIENT shall not commit any waste or
damage to or upon CLIENT Space or the Facility. CLIENT Space shall be used
solely for the purposes of CLIENT's business and shall not be used for any
unlawful purpose. CLIENT's activities in the CLIENT Space and Facility shall
not violate any law, regulation, or ordinance, and no act shall be done or any
substance kept in the Facility that will cause any hazard or cause the insurance
rates on the Facility to be increased. CLIENT shall cause CLIENT Space, and the
business conducted in and from it, to be operated and maintained in compliance
with all laws, rules, and orders from any governmental agencies.
b. CLIENT is responsible for keeping and maintaining the interior of CLIENT
Space and all of CLIENT's equipment and supplies located in the CLIENT Space
in a clean and safe condition. In the event that CLIENT does not maintain
CLIENT Space in good, safe, and usable repair and condition, LESSOR may, at
its option and in addition to any other available remedy, perform or have
performed any necessary repairs or maintenance, and any amounts paid by
LESSOR for such repairs and maintenance shall become additional rent due from
CLIENT to LESSOR within fifteen (15) days of receipt of an invoice from
LESSOR.
6. ALTERATIONS.
CLIENT may make alterations to CLIENT Space at its own expense only with
LESSOR's prior written approval. Any alteration must not impair the safety or the
appearance of CLIENT Space or the Facility and shall be made according to all
applicable laws, ordinances, and regulations. Any addition or improvement to
CLIENT Space during the Term, other than to the tangible property of CLIENT, shall
be the sole property of LESSOR, unless otherwise provided in writing by LESSOR.
7. FLOOR LOADS.
CLIENT shall not overload the floors of the CLIENT Space beyond their designed
weight-bearing capacity. LESSOR reserves the right to direct the positioning of all
heavy equipment, furniture, and fixtures that CLIENT desires to place in the CLIENT
Space so as to distribute weight properly. LESSOR may require the removal of any
equipment, furniture, or fixtures that exceed appropriate weight limits for the
CLIENT Space.
8. SURRENDER; HOLDOVER.
At the termination or expiration of this Lease, CLIENT shall deliver the CLIENT
Space in good order and repair, ordinary wear and tear excepted. CLIENT shall not
be required to surrender any of CLIENT'S trade fixtures, equipment, or personal
property, unless permanently affixed to the CLIENT Space. Any trade fixtures,
equipment, or personal property of CLIENT not removed within forty-eight (48)
hours following the termination or expiration of this Lease shall be deemed
abandoned and shall become the sole and exclusive property of LESSOR. CLIENT
shall repair any damage to the CLIENT Space caused by removal of any trade
fixtures, equipment, or personal property of CLIENT. In no event will CLIENT have
the right to hold over past the termination or expiration of this Lease. CLIENT
acknowledges that time is of the essence and that it is of critical importance for
LESSOR to have possession of the CLIENT Space upon the termination or expiration
of this Lease. In the event CLIENT does not vacate the CLIENT Space as required in
this Lease, LESSOR shall be entitled to any and all remedies at law or in equity,
including, without limitation, the right to change locks on the building; remove all
trade fixtures, equipment, or personal property from the CLIENT Space; and/or to
demolish all improvements in the CLIENT Space, all which shall be without any
liability or claim against LESSOR, which are hereby waived by CLIENT. No holding
over by CLIENT, whether with or without the approval of LESSOR, shall operate to
extend or renew this Lease. CLIENT's obligation to observe and perform the terms
and conditions of this Section shall survive termination or expiration of this Lease.
9. LESSOR ACCESS TO CLIENT SPACE, MAINTENANCE AND LIABILITY.
a. LESSOR and its agents may retain a passkey to CLIENT Space and shall have the
right to enter CLIENT Space at any and all times to service and inspect CLIENT
Space. During the period beginning sixty (60) days prior to the expiration of the
Initial Term or any Renewal Term (unless the parties have already agreed to
extend the Term of this Lease), LESSOR may enter CLIENT Space to show
CLIENT Space to prospective CLIENTs.
b. LESSOR is responsible for keeping and maintaining the exterior and structural
floors, existing plumbing, and electrical systems in CLIENT Space and the
foundation, roof, gutters, and other exterior appurtenances to the Facility in good
and serviceable condition;rop vided, however, that if such repair or maintenance
is required due to the negligence or willful misconduct of CLIENT or CLIENT'S
agent, employee, licensee, or invitee, or by CLIENT's default under this Lease,
then CLIENT shall be solely responsible for all cost and expense associated
therewith.
c. LESSOR is not liable to CLIENT or any other person or entity for any damage or
loss to any person or property sustained by reason of the condition of CLIENT
Space or Facility, or arising from any burst, stopped, and/or leaking water, gas,
sewer, or steam pipes, or for any damage, or from any cause whatsoever, unless
such loss or damage is caused by the negligence or intentional misconduct of
LESSOR or its employees.
10. DESTRUCTION.
a. If CLIENT Space is so damaged by fire or other casualty as to be substantially
destroyed, then this Lease shall terminate and any unearned rent paid in advance
by CLIENT shall be refunded.
b. If CLIENT Space is partially destroyed by fire or other casualty or is declared
unsafe by any authority having jurisdiction, the rent shall thereafter abate to the
extent to which CLIENT Space has been rendered untenable or declared unsafe.
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11. INDEMNIFICATION AND INSURANCE.
a. CLIENT assumes all risks and responsibilities for accidents, injuries, or damages
to person or property and agrees to indemnify and hold LESSOR harmless from
any and all claims, liabilities, losses, costs, and expenses (including attorneys'
fees) arising from or in connection with the condition, use, or control of CLIENT
Space and any improvements to the CLIENT Space during the Term. CLIENT
shall be liable to LESSOR for any damages to CLIENT Space and for any act
done by CLIENT or any person coming on CLIENT Space by the license or
invitation of CLIENT, express or implied.
b. Subject to the terms and conditions of Section 13, LESSOR shall indemnify
CLIENT and hold it harmless from any and all liability for any loss of or damage
or injury to person (including death resulting therefrom) or property occurring
within the common areas, except to the extent caused by the sole negligence or
willful misconduct of CLIENT or its employees, agents, or contractors.
Notwithstanding anything in this Lease to the contrary, CLIENT shall bear the
risk of any loss or damage to its personal property, regardless of the cause,
including, without limitation, LESSOR's negligence, and CLIENT hereby
releases LESSOR from any and all liability for the same.
c. Subject to the terms and conditions of Section 13, CLIENT shall indemnify
LESSOR and hold it harmless from any and all liability for any loss of or damage
or injury to any person (including death resulting therefrom) or property
(i) occurring in, on, or about the CLIENT Space, regardless of cause, except to the
extent caused by the sole negligence or willful misconduct of LESSOR or its
employees, agents, or contractors and (ii) occurring in, on, or about the Facility to
the extent caused by (a) the sole negligence or willful misconduct of CLIENT or
its employees, agents, or contractors; or (b) any breach of this Lease by CLIENT.
d. CLIENT represents and warrants to LESSOR that, except in the ordinary course
of CLIENT's business and then only if in compliance with all Environmental
Laws (as defined below), during the Term and to the best of its knowledge, no
Hazardous Material (as defined below) will be concealed within, buried beneath,
released on, onto, or from, or removed from and stored off-site of the Facility or
CLIENT Space by CLIENT or any other individual or entity acting on CLIENT's
behalf (collectively, "Environmental Activities"). CLIENT will indemnify and
hold harmless LESSOR from any and all claims, demands, liabilities, losses,
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penalties, fines, judgments, costs of complying with injunctive relief, or
administrative orders, compromises and settlements, damages, and expenses
arising out of any such Environmental Activities. The term "Hazardous
Materials" is defined in this Lease to include any toxic substances (as defined by
the Toxic Substances Control Act, 15 U.S.C. Section 2601, et, seq., as amended
from time to time, and regulations promulgated thereunder); hazardous wastes (as
defined by the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901
et. seq., as amended from time to time, and regulations promulgated thereunder);
hazardous substances (as defined by the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et. seq., as
amended from time to time, and regulations promulgated thereunder); or any
other pollutants, contaminants, irritants, or dangerous substances regulated
pursuant to any applicable laws, regulations, ordinances, orders, orjudgments
(collectively, "Environmental Laws") including, without limitation, asbestos, urea
formaldehyde, polychlorinated biphenyl (PCBs), oil, petroleum products and
fractions, and underground storage tanks, whether empty, filled, or partially filled
with any substance (regulated or otherwise), any substance or material the
presence of which on the Facility is prohibited by any Environmental Law, and
any other substance or material that requires special handling or notification to
any federal, state, or local governmental entity in connection with its collection,
storage, treatment, or disposal.
e. Any obligation to indemnify another party under this Lease shall include the duty
to defend against any claims asserted by reason of such loss, damage, or injury
with counsel reasonably acceptable to the indemnified party and to pay any
judgments, settlements, costs, fees, and expenses, including reasonable attorneys'
fees, incurred in connection therewith, provided that prompt notice of such claim
is given to the indemnifying party.
f. CLIENT shall, at its own expense, obtain and keep in force during the Term
comprehensive general liability insurance with a combined single limit of not less
than $1,000,000 per occurrence for bodily injury and property damage insuring
both LESSOR and CLIENT against liability arising out of use, occupancy, and
maintenance of CLIENT Space and all other areas appurtenant thereto. CLIENT
shall provide to LESSOR proof of the liability and property insurance before the
Commencement Date.
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g. Notwithstanding any other provision of this Agreement, all of CLIENT's personal
property shall be kept at CLIENT's sole risk and expense, and CLIENT, at its
expense, shall maintain in full force and effect throughout the Term fire and "all-
risk" coverage insurance on its personal property in or upon CLIENT Space and
the Facility for the full insurable value on a replacement cost basis, if obtainable,
and if not obtainable, for the full amount of the estimated cash value for such
property.
12. WAIVER OF SUBROGATION.
LESSOR and CLIENT hereby release each other and each other's employees, agents,
customers, and invitees from any and all liability for any loss of or damage to
CLIENT Space, the Facility, or personal property within the Facility by reason of fire
or other peril to the extent that the same is insured or required by this Lease to be
insured against under a standard fire and "all-risk" coverage insurance policy
regardless of cause, including the negligence of LESSOR or CLIENT or their
respective employees, agents, customers, and invitees. LESSOR and CLIENT agree
that such insurance carried by either of them shall contain a clause whereby the
insurer waives its right of subrogation against the other party. Because the provisions
of this Section 13 are intended to preclude the assignment of any claim mentioned in
this Lease by way of subrogation or otherwise to an insurer or any other person, each
party to this Lease shall give to each insurance company that has issued to it one or
more policies of fire and "all-risk" coverage insurance notice of the provisions of this
Section 13 and have such insurance policies properly endorsed, if necessary, to
prevent the invalidation of such insurance by reason of the provisions of this
Section 13.
13. TERMINATION.
a. Mutual Agreement. This Lease may be terminated at any time by the mutual
written agreement of the parties to this Lease.
b. Program Termination. Termination of CLIENT from the incubator program will
simultaneously result in termination of building tenancy and this Lease
Agreement.
c. Termination without Cause. LESSOR may terminate this Lease upon thirty (30)
days prior written notice to CLIENT. After the Initial Term, either party may
terminate this Lease upon thirty (30) days prior written notice to the other party.
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d. Termination for Cause. Either party may terminate this Lease at any time for
"cause." Termination for cause by LESSOR shall include termination resulting
from any act or omission of CLIENT that constitutes a material breach by
CLIENT of its obligations under this Lease, and CLIENT fails to cure such
breach within five (5) calendar days after LESSOR gives CLIENT written notice
of such breach, other than any breach of CLIENT's obligation to pay money to
LESSOR, for which there shall be no cure period. Termination for cause by
CLIENT means termination resulting from any act or omission of LESSOR that
constitutes a material breach of this Lease, and LESSOR fails to cure such breach
within five (5) calendar days after CLIENT gives it written notice of such breach.
Upon providing a termination notification under this Section 13, LESSOR or
CLIENT, as the case may be, may cease to perform under this Lease. If LESSOR
terminates for cause under this provision, CLIENT shall pay the Base Rent and
Additional Rent for the balance of the Term or for one thirty (30) day period,
whichever is longer.
e. Destruction. This Lease may be terminated pursuant to Section 10 of this Lease.
14. NOTICES.
All notices that are required or may be given pursuant to the terns of this Lease shall
be in writing and shall be sufficient in all respects if given in writing and personally
delivered, e-mailed, or mailed by registered or certified mail (postage prepaid) as
follows:
If to LESSOR:
Attention:
If to CLIENT:
Attention:
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or to such other address as either party to this Lease shall have designated by notice in
writing to the other.
15. SUCCESSORS; ASSIGNMENT.
This Lease is binding on LESSOR and CLIENT and their respective successors,
heirs, and permitted assigns. This Lease cannot be assigned by CLIENT without prior
written approval from LESSOR.
16. GOVERNING LAW.
This Lease shall be governed in accordance with the laws of the State of California.
17. HEADINGS.
The headings, titles, and other similar designations used in this Lease are for
convenience only and shall not be deemed to be a part of this Lease or to affect the
construction of this Lease.
18. COUNTERPARTS.
This Lease may be executed in one or more counterparts, each of which for all
purposes shall be deemed to be an original but all of which together shall constitute
the same agreement.
19. LIENS.
CLIENT shall not create or permit to be created or exist and will immediately
discharge any lien, encumbrances, or charge upon CLIENT Space or the Facility.
20. WAIVER.
Waiver by LESSOR of any breach of any covenant or duty of CLIENT under this
Lease shall not be a waiver of a breach of any other covenant or duty of CLIENT, or
of any subsequent breach of the same covenant or duty.
21. CONFIDENTIAL INFORMATION.
Each party, as Recipient, hereby agrees that the Confidential Information shall be
kept strictly confidential and that the Recipient shall not furnish or divulge
Confidential Information to any individual or entity without the prior written consent
of the Disclosing Party. Notwithstanding the foregoing, it is understood that LESSOR
will, on behalf of CLIENT, need latitude to communicate with potential investors,
strategic partners, and others in the course of providing services to CLIENT through
LESSOR. Unless otherwise specifically requested in writing by CLIENT, LESSOR
and its agents shall be permitted to communicate Confidential Information regarding
Client with these individuals or entities, provided that LESSOR first obtains their
agreement to maintain the confidentiality of any Confidential Information
communicated to it by LESSOR. Notwithstanding any other provision of this
document, LESSOR shall be permitted to use CLIENT'S name and generally
describe CLIENT'S business in marketing materials, news releases, articles,
speeches, and other promotional opportunities. All CLIENTS are required to
submit financial statements on a quarterly or annual basis or as otherwise
requested by the Lessor to Facility management in order to keep management
updated on the CLIENT'S progress. Financial information will be kept strictly
confidential.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed or caused the execution of this Lease by
their respective officers duly authorized as of the date first written above.
"CLIENT"
FOR ICLIENT's Name]:
By:
Name & Title:
Date:
"LESSOR"
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
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Manager
Date
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
CITY ATTORNEY
By:
City Attorney
Date:
CITY OF SANTA CLARITA BUSINESS INCUBATOR
CLIENT SERVICES AGREEMENT
This Client Services Agreement (hereinafter the "Agreement") is entered into by and between
the City of Santa Clarita (hereinafter "Incubator Operator") and ,
(hereinafter the "Client"). The purpose of the Agreement is to describe the services and
assistance that the Incubator Operator will provide to the Client.
RECITALS
It is the purpose of the Incubator Operator to foster economic development within the City of
Santa Clarita and to promote small business development by supporting the formation and
growth of new companies that will commercially develop new products and services and create
new job opportunities.
The Client has applied for and has been granted acceptance to the program in the Santa Clarita
Business Incubator on the basis of suitability of the Client for services and resources of the Santa
Clarita Business Incubator in contributing to the growth and success of the Client in conjunction
with the above purpose.
In furtherance of said purpose, the Client wishes to obtain from the Incubator Operator the
services specified in this Agreement, on the terms and conditions set forth in this Agreement.
Therefore, per the execution of this Agreement on this date, ,20_, the Client,
, and the Incubator Operator do now officially enter into
this Client Services Agreement, which shall remain valid for a period of 12 months, or until
either party agrees, per the termination clause of this Agreement, to terminate the Agreement.
Each party agrees by signature of this Agreement to abide by the terms thereof.
INCUBATOR SERVICES
The Incubator Operator hereby agrees, by virtue of providing best efforts at all times, to supply
the following physical amenities to the Client as part of this Agreement:
• All utility services except for telephone service
• High-speed Internet connection
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• Shared use of office equipment (copier/printer)
• Shared use of facilities (conference room, training room, break room and kitchen)
• Access to part-time administrative support staff
• 24/7 key -card access to building*
• Handicap accessible facilities
• Six months of free rent
• USPS mail delivery services to Incubator tenants
• Use of Incubator Address for official business correspondence
*There will be a fee for key -card replacement.
INCUBATOR PROGRAM SERVICES
The Incubator Operator, in partnership with the Small Business Development Center will
provide the following program services and resources to Incubator clients:
• One -on -One Consulting Services: Consulting services will be determined through an
initial meeting with the Assistant Director of the SBDC who will develop a Scope of
Work with the entrepreneur. Entrepreneurs will need to sign the SBDC Request for
Consulting Services Agreement and the Scope of Work. Typical Scopes of Work will
provide for an SBDC Business Advisor to meet with the entrepreneur for an hour once or
twice per month to work on specific business topics, such as business plans, accessing
capital, marketing, and other topics depending on the individual business' identified
needs. Meetings may be held at the Incubator, if space is available, or at the SBDC
consulting center at College of the Canyons.
The goal of the consulting services is to help the entrepreneur start and grow his/her
business and achieve economic milestones. Milestones achieved will be recorded as part
of the SBDC Consulting Engagement.
• Bi -Monthly Workshops: Workshops for all Incubator Operator clients will focus on
developing skills, providing resources, and other areas of interest to all Incubator clients,
such as pitching to angel investors.
• Quarterly Meetings with Industry Experts: Meetings with successful entrepreneurs and
industry experts will address topics of interest to all Incubator entrepreneurs and may
include intellectual property attorneys and angel investors.
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• Mentorship Program: Mentorship relationships will be initiated with industry experts to
provide additional guidance and support to Incubator clients.
• Partners Program: Incubator clients will have access to various partners providing pro
bono and low cost services.
CLIENT SPACES
• All Client spaces are provided on an "as -is" basis. Any "tenant improvements" must be
approved in advance by the Incubator Operator, and will be done at the expense of the
Client and must be paid for in advance. All tenant improvements are managed by the
Incubator Operator, and once built and installed, become the permanent property of the
Incubator Operator. Exceptions to this policy include office furniture and other "easily
removable" items as determined by the Incubator Operator.
• Each Client space comes equipped with one Internet jack.
• Clients must accompany guests at all times in the building.
CLIENT REQUIREMENTS
• Clients will have around the clock access to Incubator activities for official business
activities and will be responsible for monitoring the activities of Client's customers
• Clients will maintain an appropriate level of noise and business related activities that
does not negatively interfere or interrupt the operations of Incubator Operator's other
clients.
• Client acknowledges that Incubator Operator has approximately six to eight other clients
utilizing physical space and services in Incubator Operator's facility and that Client may
from time to time experience some level of noise from other clients; Client agrees to
contact Incubator Operator if any other client is maintaining an excessive level of noise in
its operations in violation of the above.
• Clients will participate in scheduled individual and group workshops and trainings; these
will be coordinated based on the needs and interest of the participating companies.
• Clients will be evaluated at the initiation of the program and annually to determine
progress and program participation.
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• Agree to have at least one employee on-site, at the Incubator, on a regular basis
• Have adequate financial resources to operate the business for at least six (6) months
• Certify that there are no legal claims or lawsuits pending against the business or
individual at the time of this application
• Clients will complete the Incubator Client Services Agreement, Lease Agreement,
Information Technology Rules and Support Policy, and Building Rules and Regulations.
• Clients will utilize the Incubator for official company business only.
• Submit a performance report to Incubator Operator no later than sixty (60) days prior to
lease renewal or as requested by the Incubator Operator. Lease renewal is contingent
upon adequate progress toward milestones, as reported in the performance report.
• Coordinate the use of meeting rooms through Incubator administrative support staff.
• Clients will be required to obtain and keep in force comprehensive general liability
insurance.
• Clients will provide their own telephone service.
• Clients are responsible for their own mail postage.
LEGAL DISCLAIMERS
The Client, by signing below, agrees to defend, indemnify, and hold harmless the Incubator
Operator, its employees, directors, officers, and representatives from all costs, expenses
(including attorney's fees), liabilities, obligations, damages, theft, and claims (including any
claims for injury to the person or property of any other client of the Incubator Operator) arising
directly or indirectly, from the negligence, misconduct, or breach of any provision of this
Agreement by Client or by any other person participating in or using the Incubator Operator's
programs or services by the express or implied invitation of the Client. I expressly agree to
participate in any and all group and individual activities such as, but not limited to, workshops,
seminars, educational sessions, and meetings as determined by Incubator Operator and as
reasonably scheduled in advance. I also agree to participate in the Client Requirements as
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outlined above in this Agreement. I understand that my relationship with the Incubator Operator
does not create or imply a partnership agreement and that this Agreement is not an implied
reason for business success.
IN WITNESS WHEREOF, the parties have executed or caused the execution of this Lease by
their respective officers duly authorized as of the date first written above.
CLIENT
Client Signature
Printed Name & Title
Date
CITY OF SANTA CLARITA
Incubator Operator
Incubator Operator Signature
Printed Name & Title
Date
CITY OF SANTA CLARITA
BUSINESS INCUBATOR
BUILDING RULES & REGULATIONS
These Building Rules and Regulations apply to all Clients of the Santa Clarita Business
Incubator operated by the City of Santa Clarita (City) by located at 22704 9`s Street, Santa
Clarita, California 91321.
For purposes of these Building Rules, the term Client means a Client that is leasing space within
the Business Incubator pursuant to a Lease Agreement between the Client and the City of Santa
Clarita.
1. Access to the Incubator will be limited to authorized individuals by security keycards.
The policies of the Incubator prohibit the issuance of keycards to any person who is not
covered under a Client's commercial liability insurance.
2. Each Client shall be responsible for the full cost of replacement for any lost or stolen
keycards.
3. No Client shall place any additional locks or security devices of any kind upon any of the
doors or windows or change or remove any existing locks or other security mechanisms
of the Incubator.
4. Clients will ensure that all doors are securely locked and water faucets, lights, and
machinery are turned off before leaving the Incubator facility. Clients may not prop open
any doors with rocks, bricks, etc. if they leave the building, as doing so will cause
problems with the alarm system and with security.
5. Clients are responsible for their own mail postage.
6. Subject to availability, Clients will have access to the conference/class rooms within the
Incubator on a 24-hour basis. Clients may schedule use of the conference/class rooms
with reasonable advance notice to designated Incubator personnel.
7. Clients must setup the conference/class rooms on their own for their own use. Following
the use of these rooms, Clients shall ensure that the space is in the same clean and set-up
condition as prior to usage.
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8. Alcoholic beverages are not permitted within the Incubator facility.
9. The Incubator facility is a non-smoking building.
10. All areas and fixtures within the Incubator facility will be used only for the purpose for
which they were designed or constructed, and the expense of any breakage, stoppage, or
damage resulting from violation of this rule will be borne by the Client whose employees
or visitors caused it.
11. All items belonging to the Incubator must remain inside the building.
12. Client space and common areas shall not be used as a residence or for sleeping.
13. Clients must obtain prior written consent from the Incubator before affixing, inscribing,
or painting any sign, advertisement, notice, or other lettering on or within any part of the
Incubator facility. Clients will not mark, paint, drill into, or in any way deface any part of
the Incubator facility.
14. The City of Santa Clarita is not liable for damage or theft of any client property caused
by other Incubator clients or customers.
15. Clients will have around-the-clock access to Incubator activities for official business
activities and will be responsible for monitoring the activities of Client's customers.
16. Clients will maintain an appropriate level of noise and business related activity that does
not negatively interfere or interrupt the operations of Incubator Operator's other Clients.
17. Clients acknowledge that Incubator Operator has approximately six to eight Clients
utilizing physical space and services in Incubator Operator's facility and that any Client
may from time to time experience some level of noise from other Clients; each Client
agrees to contact Incubator Operator if any other Client is maintaining an excessive level
of noise in its operations in violation of these Rules and Regulations.
18. The Santa Clarita Business Incubator reserves the right to make such other rules and
regulations as in its judgment may from time to time be needed for the safety, care, and
cleanliness of the Incubator facility.
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