Loading...
AGREEMENT FOR ECONOMIC DEVELOPMENT SERVICES FOR SUPPORT OF EARLY AND MID-STAGE TECHNOLOGY VENTURESAGREEMENT FOR ECONOMIC DEVELOPMENT SERVICES FOR SUPPORT OF EARLY AND MID-STAGE TECHNOLOGY VENTURES FOR THE CITY OF CLEARWATER �-c,.����.'-�- , This AGREEMENT ("Agreement") is made and entered into on the �'day of -�'�— `�' 2013, by and between the City of Clearwater, a political subdivision of the State of Florida ("City"), and STAR-TEC ENTERPRISES, INC. a Florida nonprofit corporation doing business as the Tampa Bay Innovation Center ("TBIC") (collectively the "Parties"). WITNESSETH WHEREAS, the City of Clearwater approved a citywide Economic Development Strategic Plan in November 2011 that calls for the creation of a Technology District to facilitate incentives andlor assistance to foster Information Technology (IT)/Software company growth in the City's Community Redevelopment Agency area (CRA); and WHEREAS, the Tampa Bay Innovation Center is a Florida-based not-for-profit corporation that was established to support business development in the form of business incubation and business acceleration services (see E�ibit A); and WHEREAS, the City of Clearwater recognizes the benefit of specialized services provided by the TBIC to early and mid-stage businesses located or considering to locate in the City's defined Technology District to facilitate the retention, growth and attraction of high-wage primary jobs envisioned by the City's Economic Development Strategic Plan; and WHEREAS, the City of Clearwater further recognizes the need to have a third party conduct specialized assessment services to facilitate the City's evaluation of prospective companies to participate in Clearwater's Technology District programs; and WHEREAS, the City of Clearwater further recognizes the benefit of the incubator and accelerator counseling, business plan development, and marketing services provided by TBIC to increase success potential of companies in Clearwater's Technology District; WHEREAS, in order to provide the TBIC services effectively and efiiciently to IT/Software companies interested in locating or expanding in Clearwater's Technology District, the City and TBIC believe the creation of a Virtual Incubator Program is desirable to deliver TBIC services to eligible clients; and NOW, THEREFORE, for and in consideration of the foregoing recitals (all of which are hereby adopted as an integral part of this Agreement), the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. TERM. The term of this Agreement shall commence on the effective date of this agreement and shall remain in full force and effect for 12 months unless terminated earlier. This Agreement may be terminated at any time by either party with 90 days written notice. This term of this Agreement may also be extended by one additional 12-month period by written agreement of both Parties. 2. CONDITION PRECEDENT. TBIC support is conditioned upon continued support from the Pinellas County Industrial Development Authority. 3. THE TBIC RESPONSBILITIES AND OBLIGATIONS. During the term hereof, the TBIC shall provide the following economic development incubation and acceleration services (the "Program") for the service fees and in-kind support set out in Section 4 herein. RESPONSIBILITIES: A. Establish and implement a process to screen and vet potential clients identiiied by the City to maximize resources and client success rate in Clearwater's Technology District; B. When client is accepted into the Program, the TBIC will enter into agreements directly with the client; C. Foster early-stage and mid-stage companies to become market-ready faster and more effectively, commercialize innovative technologies, recognize and penetrate new markets, refine their model, establish a strong scalable business infrastructure, identify sources of financing and surmount early-stage or mid- stage growth issues; D. Annually report on the Program to the City; E. Monitor and report on client's progress. 4. CITY OF CLEARWATER RESPONSIBILITIES AND FUNDING OBLIGATIONS. During the term hereof, the CITY agrees to provide the following funding and in-kind support for the Program; RESPONSIBLITIES: A. Provide in-kind support in the areas of business networking, marketing, partnering, and assisting with grant applications and writing, and advocacy at the local level; B. Participate and promote TBIC events as appropriate; C. Identify technology clusters and potential clients for the Virtual Incubator Program in the Technology District; D. Promote the City as a destination for early stage technology startups or mid- stage technology companies; E. Cap client participation to no more than 6 clients per calendar year. OBLIGATIONS: City pays the application fees, background check fees, security deposits and monthly program fees for the City of Clearwater Virtual Incubator Program clients. Fees are as follows per client. Services: 1) Business Plan 360 Review Assessment Fee: $500 Includes: The Executive Summary defining a Path Forward The Business Readiness Review rating the: o Feasibility of the Business o Marketability of the Product or Service o Strength of the Management Team o Assessment of Risk o Sales Trends and Forecasts o Capital Requirements 2) Financial Plan Review and Assistance: $250 Once a client has been accepted into either the Incubator or Accelerator Program, the City will pay for the following services: Program Services: Incubator Client Program fee: $150/month — Three months minimum participation required by the client Security Deposit: One month Program fee —(refundable at program end) Application Fee: $500 (refundable) Background Check Fee: $150 (non-refundable) Includes: Business Plan Assistance, Market Research Services (as available), Staff Review, Assignment of one mentor plus the services included in the Entrepreneurs' Hub. Accelerator Client: Program fee: $250/month — Three months minimum participation required by the client Security Deposit: One month Program fee —(refundable at program end) Application Fee: $500 (refundable) Background Check Fee: $150 (non-refundable) Includes: Business Plan Review, Full Vetting Comimittee Review, Market Research Services (as available), Assignment of an advisory board plus the services included in the Entrepreneurs' Hub. 5. COMPLIANCE WITH LAWS. The Parties shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and the orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, "Laws"), including but not limited to public records laws. 6. LIABILITY AND 1NDEMNIFICATION. A. Neither the City nor TBIC shall make any express or implied agreements, guaranties or representations, or incur any debt, in the name of or on behalf of the other party. Neither the City nor TBIC shall be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized hereunder. The City shall have no liability or obligation for any damages to any person or property directly or indirectly arising out of the operation by TBIC of business, whether caused by TBIC's negligence or willful action or failure to act. B. TBIC shall indemnify, pay the cost of defense, including attorney's fees, and hold harmless the City , their officials, officers, employees and agents from all damages, suits, actions or claims, including reasonable attorney's fees incurred by the City, of any character brought on account of any injuries or damages received or sustained by any person, persons, or property, or in any way relating to or arising from the Agreement; or on account of any act or omission, neglect or misconduct of the TBIC; or by, or on account of, any claim or amounts recovered under the Workers' Compensation Law or of any other laws, regulations, ordinance, order or decree; or arising from or by reason of any actual or claimed trademark, patent or copyright infringement or litigation based thereon; except only such injury or damage as shall have been occasioned by the negligence of the City. 7. DUE CITY. Each party to this Agreement represents and warrants to the other party that: (i) it has the full right and authority and has obtained all necessary approvals to enter into this agreement; (ii) each person executing this Agreement on behalf of the party is authorized to do so; and (iii) this Agreement constitutes a valid and legally binding obligation of the party, enforceable in accordance with its terms. ASSIGNMENT. No party to this Agreement may assign any rights or delegate any duties under this Agreement without the prior written consent of the other P�Y• 9. NOTICES. A. Unless and to the extent otherwise provided in this Agreement, all notices, demands requests for approvals and other communications which are required to be given by either party shall be in writing and shall be deemed given and delivered on the date delivered in person to the authorized representative of the recipient provided below, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested, to the authorized representative of the recipient provided below, or upon the date delivered by overnight courier (signature required) to the authorized representative of the recipient provided below: TO THE CITY: Geraldine Lopez, Director Economic Development & Housing 112 South Osceola Avenue Clearwater, FL 33756 TO TBIC: Tonya Elmore, President 7887 Bryan Dairy Road, Suite 220 Largo, FL 33777 B. Either party may change its authorized representative or address for receipt of notices by providing the other party with written notice of such change. The change shall become effective ten (10) days after receipt by the non-changing party of the written notice of change. 10. WAIVER. No act of omission or commission of either party, including without limitation, any failure to exercise any right, remedy, or recourse, shall be deemed to be a waiver, release, or modification of the same. Such a waiver, release, or modification is to be effected only through a duly executed written modification to this Agreement. 11. GOVERNING LAW. This Agreement shall be construed in accordance with the Laws of the State of Florida. 12. JURISDICTION AND VENUE. Venue for any action brought in state court shall be in Pinellas County, Florida. Venue for any action brought in federal court shall be in the Middle District of Florida, Tampa Division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. 13. TERMINATION OF AGREEMENT. A. The parties hereto reserve the right to terminate this Agreement at any time, without cause, by giving ninety (90) days advance written notice via U.S. Mail to the other party of its election to terminate pursuant to this provision. B. The failure of either party to comply, with any material provisions of this Agreement shall be considered a breach thereof, and shall be cause for immediate termination of the Agreement upon written notice to the defaulting P�Y• C. The funds to be used for this Agreement are subject to periodic appropriation of funds by the City. Further, any and all obligations under this Agreement are contingent upon the availability of funds. If funds are not appropriated by the City for any or all of the obligations in this Agreement, the City shall not be obligated to pay for any Program Services provided pursuant to this Agreement beyond the portion for which funds are appropriated. The City agrees to promptly notify TBIC in writing of such failure of appropriation, and upon such notice, this Agreement shall terminate without penalty to the City. 14. AUDIT OR RECORDS. TBIC shall, upon request, permit the City to examine or audit all records and documents related to the Agreement. TBIC shall maintain all such records and documents for at least three (3) years following termination of this Agreement. 15. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Parties' respective successors and assigns. 16. NO THIRD PARTY BENEFICIARY. Persons not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto. 17. HEADINGS. The paragraph headings are inserted herein for convenience and reference only and in no way define, limit, or otherwise describe the scope or intent of any provisions hereof. 18. NO CONSTRUCTION AGAINST PREPARER OF AGREEMENT. This Agreement has been prepared by the City and reviewed by the TBIC and its professional advisors. TBIC and the City believe that this Agreement expresses their understanding and that it should not be interpreted in favor of either TBIC or the City or against TBIC or the City merely because of their efforts in preparing it. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and no change will be valid unless made by supplemental written agreement executed by the Parties. 20. SEVERABILITY. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Agreement. IN WITNESS WHEROF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date first above written. � S'OY� Print Name: J�.11 � � � � � <��°-�'� STAR-TEC ENTERPRISES, INC. d/b/a Tampa Bay Innovation Center � By: � � To a Elmore, President � Date: 2 ^ � �� c� Print Name: C`�Cr A 1 �i � n� C• �-o,p�.7 Countersigned: "�Q�p��e � C�Q.� �f George N. Cretekos Mayor Approved as to form: � Pamela . Akin City Attorney CITY OF CLEARWATER, FLORIDA By: �, {,�a�,• William B. Horne II City Manager Attest: ���u� � � Rosemarie Call City Clerk �yE. -,c� . � � ��.. ��",� ��t � �� ��.�� EXHIBIT A The TBIC program is a regional, national and international known success story that has been in operation for seven years that continues to build momentum and recognition for Pinellas County, Florida. TBIC will continue providing clients with access to funding, mentoring, shared services and dedicated building space with flexible lease terms. Due to its independence, TBIC has a unique model that incorporates a network of services through its partnerships with the local business community, academic institutions and defense labs that lead to successful outcomes with its clients. These services foster early stage companies to become market ready faster and more effectively, commercialize innovative technologies, recognize and penetrate new markets, refine their economic model, establish a strong scalable business infrastructure, identify sources of financing and surmount early stage growth issues. To complement and leverage minimal staffing and resources, TBIC has created a regional professional network of more than 78 volunteers that is truly the heart of the program and unique to the region. TBIC's advisory board, vetting, marketing, recruitment, education and outreach committees are mostly comprised of volunteers. Additionally, these volunteers serve as advisors, mentors and act as an informal board of directors for the start-up companies. The services provided by this group of highly qualified and internationally experienced experts and entrepreneurs include general business advice, pitfall avoidance, network access, and legal, marketing, accounting, technical and financing guidance.