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BUSINESS ASSISTANCE AGREEMENT - CLEARWATER BACK TO BUSINESS PROGRAMCITY OF CLEARWATER BUSINESS ASSISTANCE AGREEMENT Clearwater Back to Business Program This Grant Funding Agreement is made and entered into this - day of S"tkte, 2020, between the CITY OF CLEARWATER, a Florida munici corporation whose address is 600 Cleveland Street, Suite 600, Clearwater, Florida 33755, hereinafter the "City," and GREATER CLEARWATER CHAMBER OF COMMERCE, INC., d.b.a. AMPLIFY CLEARWATER, a Florida non-profit corporation whose address is 600 Cleveland Street, Suite 100, Clearwater, Florida 33755, hereinafter referred to as "AMPLIFY." WHEREAS, the Secretary of Health and Human Services (HHS) of the United States declared a public health emergency on January 31, 2020 in response to a novel new coronavirus known as SARS- CoV 2 (Coronavirus) and its resulting respiratory disease, (Covid-19); and WHEREAS, the Florida State Health Officer and State Surgeon General declared a public health emergency on March 1, 2020 and the Govemor of the State of Florida declared a state of emergency for the State of Florida by issuing Executive Order20-52 on March 9, 2020; and WHEREAS the World Health Organization declared a global pandemic on March 12, 2020 due to the Coronavirus and Covid-19; and WHEREAS the Pinellas County Board of County Commissioners declared a state of emergency on March 13, 2020 by passing Resolution 20-16; and WHEREAS the City of Clearwater declared a state of emergency for the City of Clearwater on March 18, 2020, with subsequent extensions necessary to mitigate the ongoing threat of Covid-19; and WHEREAS, on March 17, 2020, the Governor of the State of Florida issued Executive order 20- 68, curtailing, among other things, bars, pubs, and nightdubs, and restricted restaurant occupancy and hours for alcohol service and on March 20, 2020, the Govemor of the State of Florida issued Executive order 20-71, which required all restaurants to close except for takeout and delivery services, and ordered the closure of all gyms; and WHEREAS, Pinellas County issued Safer -at -Home Order 20-20, effective March 26, 2020; and WHEREAS, effective April 3, 2020, the Govemor of the State of Florida issued Executive Order 20-91, and Pinellas County passed Resolution 20-23 on April 2, 2020, effectuating the Governor's Executive order 20-91, both of which required non-essential businesses, including small businesses in Clearwater, to cease operations and provided for certain enumerated essential businesses to continue operations with significant restrictions; and WHEREAS, as a result of the series of Executive Orders, Stay at Home Orders, local declarations, and overall efforts to contain the spread of Covid-19 at the federal, state and local levels, small businesses in Clearwater have been forced to minimize operations or completely cease operations, resulting in severe, mounting economic damage; and WHEREAS, due to the economic impact of the COVID-19 pandemic, the federal government adopted the Coronavirus Aid, Relief and Economic Security Act (CARES) to provide $376 billion in relief to small businesses, among others, and the State of Florida, through its Department of Economic Opportunity, has initiated programs to provide financial relief to small businesses, and Pinellas County has implemented its Pinellas Cares Small Business Grants Program; and WHEREAS, the City of Clearwater finds it necessary to support small businesses within Clearwater by adopting and implementing the Clearwater's Back to Business Grant and Professional' Services Program to provide direct emergency relief to small businesses in order to retain economic development within Clearwater despite the full or partial mandatory closures; and WHEREAS, in response to the financial difficulties Clearwater businesses are experiencing due to the COVI0-19 pandemic and the resulting economic crisis, the Clearwater City Council determined that providing financial assistance to said businesses is in the public interest and therefore, passed and adopted Resolution 20-16 on May 7, 2020 establishing Clearwater's Back to Business Grant and Technical Assistance Program ("B2B Program"); and WHEREAS, AMPUFY is an organization uniquely capable of providing businesses with, and connecting businesses to, technical assistance that will help businesses affected by the COVID-19 pandemic to respond to and recover from the resulting financial crisis; and WHEREAS, the City and AMPLIFY to partner together whereby AMPUFY willprovide assistance to businesses negatively affected by the COVID-19 pandemic, therefore addressing the public need to enhance and expand economic activity by attracting and retaining activities conducive to economic promotion, thereby stabilizing the economy, enhancing and preserving purchasing power and employment opportunities for its residents. NOW, THEREFORE, be it resolved: ARTICLE 1. TERM The term of this agreement shall be for a period commencing on the effective date hereof and continuing through December 31, 2020 (the 'Termination Date"), unless earlier terminated under the terms of this agreement ARTICLE 11. RESPONSIBIUTIES OF AMPLIFY Services ,to be Provided. AMPLIFY shall evaluate applicants to the B28 Program that have been approved by the City and referred to AMPLIFY, to determine which type(s) of technical/business assistance is best suited for the applicant to respond to, and recover from, negative business impacts caused by the impacts and closures due to COVID-19. Available business/technical assistance services and limits thereto are more fully described in Exhibit A, attached hereto and incorporated herein ("Services. 2) Reports of Activities. AMPLIFY shall submit to the City an activities and financial report along with each invoice requesting the use of the City funds to be used towards services allowed under this contract. The activities and financial report is intended to include, but not necessarily limited to, the type(s) of service(s) provided, hourly rates and number of service hours and related costs in each case. 3) Direct Business/Technical Assistance Provided by AMPLIFY. The parties hereto agree that AMPUFY, as an organization, is qualified and capable of providing certain business/technical services directly to applicants. AMPLIFY may provide such services in accordance with conditions contained herein and seek applicable funding from the City in accordance with Exhibit A. 4) Creation, Use and Maintenances of Financial Records. a) Creation, of Records. AMPLIFY shall create, maintain and make accessible to authorized City representatives such financial and accounting records, books, 2 documents, policies, practices and procedures necessary to reflect fully the financial activities of AMPLIFY related to performance under this contract. Such records shall be available and accessible at all times for inspection, review or audit by authorized City personnel, and shall be made available in accordance with Chapter 119, Florida Statutes (Public Records) and other applicable law. b) Use of Records. AMPUFY shall produce such reports and analyses that may be required by the City to document the proper and prudent stewardship and use of the monies received through this agreement. c) Maintenance of Records. All records created hereby are to be retained and maintained for a period not less than five (5) years from the close of the applicable fiscal year. 5) Non-discrimination. Notwithstanding any other provision of this agreement, AMPLIFY for itself, agents and representatives, as : part of the consideration for this agreement does covenant and agree that a) No Exclusion from Use. No person shall be exduded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the operation of this program on the grounds of race, color, religion, sex, handicap, age or national origin. b) No Exclusion from Hire. In the management, operation, or provision of the program activities authorized and enabled by this agreement, no person shall be excluded from participation in or denied the benefits of or otherwise be subject to discrimination on the grounds of, or otherwise be subjected to discrimination on the grounds of race, color, religion, sex, handicap, age, or national origin, except that age may be taken into consideration to the extent that the age of an employee is a bona We occupational qualification, as permitted by law. c) Breach of Non-discrimination Covenants. In the event of conclusive evidence of a breach of any of the above non-discrimination covenants, the City shall have the right to terminate this agreement immediately. 6) Uabiiity}and Indemnification. AMPLIFY shall act as an independent contractor and shall defend, indemnify, and hold harmless the City its officers, agents, and employees from and against any and all claims of loss, liability and damages of whatever nature arising from the negligence or willful misconduct of AMPLIFY, to persons and property, inducing, without limiting the generality of the foregoing, death of anyperson and loss of the use of any property, except claims arising from the negligence or willful misconduct of the City or City's agents or employees. Nothing herein shall be construed as consent by the City to be sued by third parties, oras a waiver or modification of the provisions or limits of Section 768.28, Florida Statutes or the Doctrine of Sovereign Immunity. Compliance with Laws. AMPUFY shall comply with all applicable federal, state, county and local laws, rules and regulations. If it is ever determined that this Agreement violates any federal, state, county or local laws, rules or regulations as a result of the actions of AMPUFY, then AMPUFY shall comply in a timely manner or City may terminate, and AMPLIFY}shall be aabte therefore. ARTICLE M. RESPONSIBILITIES OF THE CITY 1) Funding for Business/Technical Services and related Administrative Costs. The City agrees to provide funding for the Services provided, as needed, on a per -client basis, in an amount not to exceed ONE THOUSAND and xx/100 DOLLARS ($1,000.00) in addition to related administrative costs (as provided for herein) beginning on the effective day hereof through December 31, 2020. Payments will be within thirty (30) days of receiving a proper invoice; however, the City will make reasonable efforts to expedite each payment request. The total funding amount to be provided under this contract shall not exceed TWO HUNDRED SIXTY THOUSAND and 4o/100 DOLLARS ($260,000.00). Payments will be made to AMPLIFY to fund the costs incurred in providing the Services. AMPUFY will be responsible for submitting and satisfying in full, payments due to eligible third -party service providers. The City shall have no liability therefore. 2) Administration Fee. The City will pay an Administration Fee to AMPUFY equal to Ten Percent (10%) of costs for Services delivered to each client. AMPLIFY shall invoice the City for the administrative cost along with each invoice submitted for the Services delivered. ARTICLE N. DISCLAIMER OF WARRANTIES This Agreement constitutes the entire Agreement of the parties on the subject hereof and may not=be changed, modified or discharged except by written Amendment duly executed: by both parties. No representations or warranties by either party shall be binding unless expressed herein or in a duly executed Amendment hereof. ARTICLE V. TERMINATION 1) For Cause. Falure to adhere to any of the provisions of this Agreement in material respect shall constitute cause for termination. Either party may terminate this Agreement for cause by giving the other party thirty (30) days notice of termination. If the default is not cured within the thirty (30) day period following receipt of notice, this Agreement shall automatically terminate on the thirty-first (31st) day. 2) Disposition,of Fund Monies. In the event of termination due to a default by AMPLIFY, monies provided to AMPUFY by City but not expended in accordance with this Agreement or otherwise committed up to the point of default shall be returned to the City within 30 days of demand. ARTICLE VI. NOTICE Any notice required or permitted to be given by the provisions of this Agreement shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth (5th) business day after the day on which such notice is mailed and properly. addressed. 1) If to AMPUFY addressed to: Greater Clearwater Chamber of Commerce, d/b/a AMPLIFY Amanda Payne 600 Cleveland Street, Suite 100 Clearwater, FL 33755 2) If to City, addressed to: City of Clearwater Denise Sanderson, Director, ED & H Dept. P. O. Box 4748 Clearwater, FL 33758-4748 With copies to: Laura Mahony, Sr. Assistant City Attorney P. 0. Box 4748 Clearwater, FL 33758-4748 ARTICLE VII. EFFECTIVE DATE The effective date of this Agreement shall be as of the date all parties hereto have executed this Agreement. ARTICLE VIII. ASSIGNABIUTY Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable bythe parties and their respective successors and assigns. ARTICLE IX. MISCELLANEOUS 1) Applicable lawNenue. This Agreement shall be govemed by and be interpreted in accordance with the law of the State of Florida. Venue for state court actions shall by in Pinellas County, Florida. Venue for federal court actions shall be in the Middle District of Florida, Tamp Division. 2) Severability. Should any section or part of any section of this Agreement be rendered void, invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or unenforceable any other section or any part of any section of this Agreement, which shall remain in full force and effect. 3) 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 affected only through a written modification to this Agreement. 4) 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. 5) Counterparts. This Agreement may be executed in one or more counterparts, each of which may be executed by less than all parties to this Agreement, but all of which shall be construed togetheras a single instrument. IWITNESS WHEREOF, the parties hereto have set their hands and seals this ' day of t _)( 4/4 4 , 2020. Countersigned: miAmA -1AAAE4-- giam B. Home, II CITY OF CLEARWATER, FLORIDA BY* 7541-A-0/ rank V. Hibbard City Manager Mayor Approved as to form: Laur' Mahony Sr. Assistant City Attorney ,0,04,, aka., Witness Signature ` tc Print Witness Na Attest Rosemarie CaII City Clerk GREATER CLEARWATER CHAMBER OF COMMERCE, d.b.a. AMPLIFY By: ( Cfl3J1( lit Amanda Payne Patefil./ President & CEO ess Signature[._ Print =Witness Name Exhibit A Greater Clearwater Chamber of Commerce d/b/a AMPLIFY Clearwater Back to Business Program June 2020 through December 2020 Services Funded Category Maximum Hourly Rate Maximum # of Hours/Client Legal Services (Transactional services only) $250 2 hours Accounting Services $100 N/A Marketing Services $100 N/A General Business Consulting $125 N/A A combination of services according to the table above may be used for a total per -client cost of not -to - exceed ONE THOUSAND and )x/100 DOLLARS ($1,000.00). In addition to the services provided for above, the City will pay AMPLIFY administrative costs in an amount equal to Ten Percent (10%) of the cost of services provided for each Program applicant.