AGREEMENT FOR THE PURPOSE OF SUPPORTING SMALL BUSINESSESAGREEMENT
This Agreement for Services to Small B sinesses and Entrepreneurs
( "Agreement ") is hereby made this 1ST day of� rr)1j -C r , 2016 ( "Effective
Date "), by and between the City of Clearwater, a municipal corporation of the State
of Florida ( "City ") and Hispanic Business Initiative Fund of Florida, Inc. (HBIF),
dba "Prospera" (a /k/a/ the "Provider "), (together, the "Parties ") for the purpose of
supporting small businesses as well as individuals aspiring to small business
ownership.
WHEREAS, the City has determined that the growth and development of
Hispanic- American owned businesses is a lawful, beneficial, and public purpose
which can and should be supported by the City; and
WHEREAS, Hispanic- American owned business is defined as a business
which is at least fifty -one (51) percent owned by Hispanic- Americans or, in the case
of a publicly owned business, at least fifty -one (51) percent of the voting stock of
which is owned by Hispanic- American group members, and in which the Hispanic -
American ownership exercises actual day -to -day management and control of the
business; and
WHEREAS, the City has determined that there is a public need for such
Services in order to support development of new businesses and the growth and
vitality of existing businesses in the City, and to that end, the City has appropriated
funds to be used for the delivery of such Services; and
WHEREAS, the Provider has available the necessary qualified and trained
personnel, facilities, materials and supplies to perform such Services as set forth in
this Agreement; and
WHEREAS, the City desires to enter into an agreement with the Provider
whereby the Provider will receive and disburse said funds of the City for the purpose
of providing the Services in accordance with the terms and conditions set forth herein;
WHEREAS, the Economic Development Strategic Plan establishes as
"Goal Four: Business Development" that the city should, "support an
entrepreneurship and innovation ecosystem and collaborate with regional partners
to market Clearwater to target industries;" and
WHEREAS, on May 4, 2015, and May 7, 2015, the City of Clearwater, a
municipal corporation of the State of Florida, Community Redevelopment Agency,
Clearwater Regional Chamber of Commerce, Florida Business Incubator, and the
Florida Small Business Development Center (FSBDC) of Pinellas County
Economic Development entered into a Memorandum of Understanding to support
collaborative and coordinated approaches to serve pre- venture, startup and small
business enterprises in the City of Clearwater and the greater Clearwater area;
and
WHEREAS, the City and the Provider desire to enter into an Agreement for
the delivery of services for the period January 1, 2017 to December 31, 2017,
outlining the scope of services and responsibilities of the parties; 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. INCORPORATION. The recitals set forth above are incorporated
herein in their entirety.
2. RESPONSIBILITIES OF THE PROVIDER.
I. Services. The Provider will provide up to six (6) Bi- monthly
Business Orientations /Educational Workshops within the City of
Clearwater. Each session will have a minimum duration of one
and a half (1 %) hours, and will be scheduled in advance for
promotion. Bi- Monthly Educational Programs may include topics
such as, but not limited to:
i. Strategic Business Planning & Marketing Plans
ii. How to Develop an Effective Corporate Image & Social
Media Strategies
iii. Access to Capital: Financing Sources
iv. Fundamentals of Importing and Exporting
v. Accounting for non - accountants & prepare for Tax
season
II. The Provider will conduct a minimum of Twenty -five (25), free,
one -on -one consulting sessions to help the entrepreneurs
identify the short and long term needs of their existing or
prospective business. These services may include topics such
as, but not limited to:
i. Assistance With Minority Certifications
ii. Business Loans
iii. Business Plan Analysis
iv. Assessing the Viability of the Existing or Prospective
Business
2
v. Steps to open a Business
1I1. The Provider will award up to Twelve (12) Entrepreneurial
grants which will allow startups and existing businesses to
receive advanced business development services at no cost to
them. These services are provided by an expert, pre - selected
network of professional providers, most of them small
businesses, who are contracted by HBIF to provide services
that may include, but not limited to:
i. Legal Structure Assistance
ii. Business Plan Development
iii. Marketing Plan Development
iv. Webpage Development
v. Export Marketing Plan Development
vi. Accounting Assessment
vii. Corporate Image Development
viii. QuickBooks Training
ix. Loan Application Preparation
x. Digital Marketing Plan
A. Scope of Duties:
i. Obtain meeting space appropriate for delivery of bi- monthly
orientation /educational workshop events and one -on -one
consultations
ii. Gather attendance information including names
iii. The Provider shall provide a quarterly report of service with
each applicable quarterly invoice. Said reporting shall be in
substantially the form attached hereto as Exhibit A
iv. The Provider shall provide a final summary of
accomplishments at the end of the Year
v. Place Clearwater Business SPARK logo with hyperlinks on
Hispanic Business Initiative Fund's website
vi. On a quarterly basis promote Clearwater Business SPARK
via e- newsletter /e -mail blast and on social media sites
vii. Display Clearwater Business SPARK banner and materials at
orientation /educational workshop events
3
viii. Attend all Clearwater Business SPARK community events
planned by the Clearwater Business SPARK network partners
ix. Attend bi- monthly Clearwater Business SPARK Executive
Committee /Board Meetings
x. Display Clearwater sponsored events on Clearwater Business
SPARK website calendar of events
3. RESPONSIBILITIES OF THE CITY.
As consideration for Provider's performance of Services under this
Agreement, the City will pay the Provider a fixed price in equal quarterly
payments of Six Thousand Two Hundred and Fifty Dollars and 00/100
($6,250), to be made within thirty (30) days, after receipt of invoice and
report on or after April 1, 2017, July 1, 2017, October 1, 2017, and
January 1, 2018
A. Total amount for the 2017 year is not to exceed Twenty -Five
Thousand and 00/100 ($25,000)
B. Scope of Duties:
i. Provide Clearwater Business SPARK banner to Provider
ii. Provide in -kind support in the areas of business networking,
marketing, partnering, and advocacy, as appropriate
iii. Participate and promote Provider events, as appropriate
iv. Refer potential clients for the Bi- monthly
Orientations /Educational Workshops, as appropriate
v. Create a Spanish language landing page on the Clearwater
Business SPARK website with Provider information
vi. Promote Clearwater Business SPARK via Spanish language
digital advertising, as appropriate
4. TERMINATION OF AGREEMENT.
A. 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 termination of the Agreement by giving ninety (90)
4
days advance written notice via U.S. Mail to the other party of its
election to terminate pursuant to this provision to the defaulting
party.
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 INDEMNIFICATION.
A. Neither the City nor Provider 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
Provider 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 the Provider, whether
caused by Provider's negligence or willful action or failure to act.
B. Provider shall indemnify, pay the cost of defense, including
attorney's fees, and hold harmless the City , their officials,
officers, employees and agent 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 Provider; 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.
5
8. 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 party.
9. CONTROLLING LAW. This Agreement is entered into pursuant to
the laws of the State of Florida, and shall be construed and enforced
thereunder. In the event of litigation for any alleged breach of this
Agreement, exclusive jurisdiction and venue for such litigation shall
be in the Circuit Court of the Sixth Judicial District, in and for City of
Clearwater, Florida, or the United States District Court for the Middle
District of Florida, Tampa Division. In the event of any litigation
concerning this Agreement, the parties waive all rights to a jury trial.
10. NOTICE. Any notices required under this Agreement shall be in
writing and be addressed to the parties as shown below. Notices
shall be delivered by certified or registered first class mail or by
commercial courier service, and shall be deemed to have been given
or made as of the date received.
City of Clearwater
Economic Development and Housing
Department
Attn: Denise Sanderson, Director
112 S. Osceola Ave
Clearwater, FL 33756
727 - 562 -4031
Hispanic Business Initiative
Fund of Florida, Inc.
Attn: Fabian Yepez, Vice
President
600 N. Westshore Blvd.
Suite 1050 Tampa, FL
33609
813- 634 -6246
11. FORCE MAJEURE. Notwithstanding anything contained in the Act
or this Agreement to the contrary, and subject to the terms of this
Section, the Provider failure to perform its obligations under this
Agreement, other than with respect to the payment of money or the
giving of any notice required hereunder, shall not be a default, and
no disqualification shall occur as a result thereof, if any such failure
or delay is due in whole in part to acts of God; acts of public enemy;
war; riot; sabotage; blockage; embargo; failure or inability to secure
materials, supplies or labor through ordinary sources by reason of
shortages or priority; labor strikes, lockouts or other labor or industrial
disturbance; civil disturbance; terrorist act; fire, flood, windstorm,
hurricane, earthquake or other casualty; any law, order, regulation or
other action of any governing authority; any action, inaction, order,
ruling, moratorium, regulation, statute, condition or other decision of
any governmental agency having jurisdiction over any services
provided under this agreement, or by delays in inspections or in
issuing approvals by private parties or permits by governmental
agencies; discovery of hazardous or toxic materials; failure of the
6
Internet; failure of power, telecommunication, data connectivity or
other services to be delivered under this agreement by any third party
including any local utility Provider; delays caused by any dispute
resolution process; or any cause whatsoever beyond the reasonable
control (excluding financial inability) of the party whose performance
is required hereunder, or any of its contractors or other
representatives, whether or not similar to any of the causes
hereinabove stated.
12. CONFLICTING LAW; SEVERABILITY. If a Conflicting Law is
enacted after the Effective Date, then the City and the Provider, shall
meet and confer in good faith for a period of no less than thirty (30)
and no more than ninety (90) days to seek to effectuate an
amendment to this Agreement providing the City and the Provider,
with the rights and remedies intended to be provided herein. Nothing
herein shall preclude either the City or the Provider, from challenging
the validity of any Conflicting Law. Each provision in this Agreement
is severable. If any such provision is determined to be invalid or
illegal, the validity and enforceability of the remainder of this
Agreement shall be unaffected.
13. TERM. The term of this Agreement shall commence on the date of
last signatory hereto (the "Effective Date ") and, unless sooner
terminated, shall continue in force through December 31, 2017.
14. AMENDMENTS. This Agreement shall not be changed except by
written instrument signed by all the parties.
15. BINDING EFFECT AND EFFECTIVENESS; REPRESENTATIONS
AND WARRANTIES
A. Subject to the specific provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties and their respective successors
and assigns, notwithstanding changes in corporate or other
governance.
B. The Provider represents and warrants to the City that as of the
date hereof and throughout the term of this Agreement:
i. The Provider is a not - for - profit, duly organized under the
laws of the State of Florida, maintains a place of business
within the State of Florida, and is validly existing and is
doing business in the State of Florida as the Provider,.
7
ii. The Provider has the power and authority to own its
properties and assets and to carry on its business as now
being conducted and has the power and authority to
execute and perform this Agreement;
iii. This Agreement (a) is the lawful, valid and binding
agreement of the Provider, in its limited liability name
enforceable against the Provider, in accordance with its
terms; (b) does not violate any order of any court or other
agency of government binding on the Provider, the charter
documents of the Provider, or any provision of any
indenture, agreement or other instrument to which the
Provider, is a party; and (c) does not conflict with, result in
a breach of, or constitute an event of default, or an event
which, with notice or lapse of time, or both, would
constitute an event of default, under any material
indenture, agreement or other instrument to which the
Provider, in its limited liability Provider name is a party;
iv. The Provider, has not received written notice of any action
having been filed against the Provider, that challenges the
validity of this Agreement or the Provider's, right and
power to enter into and perform this Agreement; and
16. AUDIT OF RECORDS. Provider shall, upon request, permit the City
to examine or audit all records and documents related to the
Agreement. Provider shall maintain all such records and documents
for at least three (3) years following termination of this Agreement.
17. NO THIRD PARTY BENEFICIARY. Persons not a party to this
Agreement may not claim any benefit hereunder or as third party
beneficiaries hereto.
18. NO CONSTRUCTION AGAINST PREPARER OF AGREEMENT.
This Agreement has been prepared by the City and reviewed by the
Provider and its professional advisors. Provider and the City believe
that this Agreement expresses their understanding and that it should
not be interpreted in favor of either Provider or the City or against
Provider 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
8
court of law for any reason, such determination shall not render void,
invalid or unenforceable any other paragraph or portion of this
Agreement.
21. EFFECTIVE DATE. This Agreement shall be effective on the date
of the last signatory hereto.
22. GOVERNING LAWS AND VENUE. The laws of the State if Florida
shall govern this Contract, and any action brought by either party
shall lie in Pinellas County, Florida.
23. CONDITIONS AND ASSURANCES.
A. Access to Records: Consultant agrees that Client or any of its
duly authorized representatives shall have access to any books,
documents, papers, and records of the Consultant for the
purposes of making audit, examination, excerpt, and transcripts.
B. Retention of Records: In addition to all other contract
requirements as provided by law, the contractor executing this
agreement agrees to comply with public records law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT: 727 - 562 -4092,
Rosemarie.CaII d myclearwater.com, 112 S. Osceola Ave.,
Clearwater, FL 33756.
The contractor's agreement to comply with public records law
applies specifically to:
a) Keep and maintain public records required by the City of
Clearwater (hereinafter "public agency ") to perform the
service being provided by the contractor hereunder.
b) Upon request from the public agency's custodian of public
records, provide the public agency with a copy of the
requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not
exceed the cost provided for in Chapter 119, Florida
Statutes, as may be amended from time to time, or as
otherwise provided by law.
c) Ensure that the public records that are exempt or
confidential and exempt from public records disclosure
9
requirements are not disclosed except as authorized by law
for the duration of the contract term and following completion
of the contract if the contractor does not transfer the records
to the public agency.
d) Upon completion of the contract, transfer, at no cost, to the
public agency all public records in possession of the
contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor
transfers all public records to the public agency upon
completion of the contract, the contractor shall destroy any
duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon
completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All
records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of
public records, in a format that is compatible with the
information technology systems of the public agency.
e) A request to inspect or copy public records relating to a
public agency's contract for services must be made directly
to the public agency. If the public agency does not possess
the requested records, the public agency shall immediately
notify the contractor of the request and the contractor must
provide the records to the public agency or allow the records
to be inspected or copied within a reasonable time.
f) The contractor hereby acknowledges and agrees that if the
contractor does not comply with the public agency's request
for records, the public agency shall enforce the contract
provisions in accordance with the contract.
g)
A contractor who fails to provide the public records to the
public agency within a reasonable time may be subject to
penalties under Section 119.10, Florida Statutes.
h) If a civil action is filed against a contractor to compel
production of public records relating to a public agency's
contract for services, the court shall assess and award
against the contractor the reasonable costs of enforcement,
including reasonable attorney fees, if:
1. The court determines that the contractor unlawfully
refused to comply with the public records request
within a reasonable time; and
2. At least 8 business days before filing the action,
the plaintiff provided written notice of the public
records request, including a statement that the
contractor has not complied with the request, to the
public agency and to the contractor.
i) A notice complies with subparagraph (h)2, if it is sent to the
public agency's custodian of public records and to the
contractor at the contractor's address listed on its contract
with the public agency or to the contractor's registered
agent. Such notices must be sent by common carrier
delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid
by the sender and with evidence of delivery, which may be in
an electronic format.
j}
A contractor who complies with a public records request
within 8 business days after the notice is sent is not liable for
the reasonable costs of enforcement.
IN WITNESS WHEREOF, the City and Provider have executed the
Agreement as of the date first above written.
HISPANIC BUSINESS INITIATIVE CITY OF CLEARWATER, FLORIDA
FUND OF FLORIDA, INC..
B c;;07Y"
Augusto Sanabria, President & CEO Denise • - . on, Director
Date: - t' 247/6 Date:
Approv es! as to form:
Laura Mahony
Assistant City Attorney
Attest:
Rosemarie Call
City Clerk
v 1 7J
6 -2017 SUM
ARriNfORMATION YEAR-TO-DATE
Period
Educational
sessions
Education
sessions
attendees
Total
Entrepreneurs
Consulted
(new /returning)
Jobs
Hours created or Technical
consulted retained Grants
Total Q2 2017
(JAN/FEB/MAR '17)
Total Q2 2017
( APRIL /MAY /JUNE *17)
Total Q3 2017
( JUL/AUG/SEPT '17)
Total Q1 2017
( OCT/NOV/DEC '17)
Q1 FY 20 .7
City of Clearwater Client Report
Submitted to: City of Clearwater Economic Development and Housing Department
Educational Sessions
0 TOTA
ONS
TOTAL NUMBER OF A
ENDEES
Q1 FY 2016 -2017
fitted to: 0
City of Clearwater Client Report
f Clearwater Eccanomic Development and Ho
Entrepreneurs Consu
New Clients
0 TOTAL NEW CLIENTS
TOTAL tO S CR €ATED /RETAIN g
T taf tlaxarx
i�
Q1 FY 2016 -2017
Submit
City of Clearwater Client Report
d to: City of Clearwater Economic Development and Housing Departmen
Advanced Technical Assistance Grants
0 TOTAL GR
TS AWARD
D