ASSIGNMENT AND ASSUMPTION AGREEMENTASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), entered
na
into this oi day of
(2022, by and between the CITY OF CLEARWATER
("City" or "Assignor"), a Florida municipal corporation, P.O. Box 4748, Clearwater, Florida
33758 and THE GREATER CLEARWATER REGIONAL CHAMBER OF COMMERCE
d/b/a AMPLIFY CLEARWATER ("AMPLIFY Clearwater" or "Assignee"), a Florida
corporation, 600 Cleveland Street, Suite 100, Clearwater, Florida 33755.
WHEREAS, the City recognizes the importance of supporting the growth and
success of small businesses and entrepreneurs, and
WHEREAS, in 2015 the City and other stakeholder partners joined together under
a Memorandum of Understanding to collaborate and coordinate services for small
businesses and entrepreneurs through a marketing and branding effort known as
"Clearwater Business SPARK", and
WHEREAS, the City desires to transition certain marketing and coordinating
activities of its Clearwater Business SPARK initiative to an organization better suited to
support these types of businesses and activities, and
WHEREAS, to that end, AMPLIFY Clearwater has agreed to perform certain tasks
as described in Exhibit "A" — Scope of Work, and
WHEREAS, the City selected AMPLIFY Clearwater based on the organization's
unique ability to conduct such tasks.
NOW THEREFORE, in consideration of the promises stated herein, the City and
AMPLIFY Clearwater mutually agree as follows:
1. SCOPE OF PROJECT.
In consideration of the Compensation set forth below, AMPLIFY Clearwater agrees
to provide certain services as described in attached Exhibit A — Scope of Work.
2. TIME OF PERFORMANCE.
The Term shall commence on October 1, 2022, and end on September 30, 2023.
3. COMPENSATION.
In consideration of performing the Scope of Work, the City will pay AMPLIFY
Clearwater a flat fee sum of Sixty -Five Thousand dollars and xx/100 ($65,000.00) as a
one-time payment.
4. METHOD OF PAYMENT.
AMPLIFY Clearwater's fee will be invoiced on or about October 1, 2022, and
submitted to the City for approval and payment in accordance with the Florida Local
Government Prompt Payment Act, Section 218.70, Florida Statutes.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Contract 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.
THE GREATER CLEARWATER
REGIONAL CHAMBER OF
COMMERCE
Amanda Payne
President/CEO
600 Cleveland Street
Suite 100
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City of Clearwater
Denise Sanderson
Director — Economic Development
and Housing Department
P.O. Box 4748
Clearwater, Florida 33755 Clearwater, Florida 33758
727-481-0011 727-562-4031
6. ASSIGNMENT AND ASSUMPTION PERSONAL PROPERTY.
City hereby assigns, conveys, and transfers to AMPLIFY Clearwater all of
City's right, title and interest in and to the personal property ("Property") as
described in "B" (attached hereto and incorporated herein). AMPLIFY
Clearwater hereby accepts such assignment and assumes all of City's
duties and obligations related thereto. The parties acknowledge and agree
that AMPLIFY Clearwater shall take all actions necessary to carry out the
formal transfer of said Property, as applicable, within thirty (30) days of the
Effective Date of this Agreement. The City shall cooperate in good faith to
accomplish said transfer, however, the city shall have no monetary or other
obligations but for those expressly provided for herein.
7. FURTHER ASSURANCES.
Each of the parties hereto shall execute and deliver, at the reasonable
request of the other party hereto, such additional documents, instruments,
conveyances and assurances and take such further actions as such other
party may reasonably request to carry out the provisions hereof and give
effect to the transactions contemplated by this Agreement.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, AMPLIFY Clearwater shall retain all rights to all
Property transferred to AMPLIFY Clearwater as described herein.
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Upon request, City will provide AMPLIFY Clearwater with copies of all
Memorandums of Understanding (partner agreements), previous marketing information
and materials, contracts, analytics, and advertisements.
9. INTERESTS OF PARTIES.
AMPLIFY Clearwater covenants that its officers, employees and shareholders
have no interest and shall not acquire any interest, direct or indirect, which would conflict
in any manner or degree with the performance and/or provision of services required under
the terms and conditions of this Contract.
10. CONFORMANCE WITH LAWS.
AMPLIFY Clearwater agrees to comply with all applicable federal, state and local
laws during the life of this Contract. AM{LIFY Clearwater shall be responsible for
obtaining and maintaining any licenses, permits, documents, or other permissions
necessary for AMPLIFY Clearwater's operation.
11. ATTORNEY FEES.
In the event that either party seeks to enforce this Contract through attorneys at
law, then the parties agree that each party shall bear its own attorney fees and costs.
12. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
date set forth above.
CITY OF CLEARWATER, FLORIDA
By: !j 04% ?i .tl (.0."%we
Jon P. Jennings
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Approvgd as to form:
Laura Mahony
Assistant City Attorney
Attest:
City Manager
Rosemarie Call
City Clerk
THE GREATER CLEARWATER REGIONAL
CHAMBER OF COMMERCE
By: 6ar 7
Amanda Payne
President/CEO
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EXHIBIT A- Scope of Work
Clearwater Business SPARK (hereafter, SPARK) is a collaboration of 9 partners1 working together to
support small businesses and entrepreneurs throughout Clearwater and the surrounding area.
Established by Memorandum of Understanding in 2015, SPARK partners make and receive referrals
to/from partners and promote SPARK to clients as a resource and common entryway to access services
of all partners.
To support this initiative, AMPLIFY Clearwater will provide Program Coordinator services and activities
substantially as follows:
• Marketing and related outreach and promotion services
o Newsletters
o Facebook page and daily posts
o Sponsored media content
o Content development and graphics design for digital advertising, print advertising and
SPARK -branded items
o Response to email and website inquiries
• Management, maintenance, and/or payment of
o Website hosting (www.clearwaterbusinessspark.com)
o Dedicated phone line (727-443-0217)
o Sponsored media contracts
o Digital marketing (Search Engine Optimization/Search Engine Marketing)
o Network events
o SPARK -branded items
o Referral tracking log
o Executive Committee meetings
1 City of Clearwater Main Library, City of Clearwater Economic Development and Housing Department, Hispanic
Business Initiative Fund d/b/a Prospera, Tampa Bay Black Business Investment Corporation, Florida Small Business
Development Center at Pinellas County Economic Development, The Greater Clearwater Regional Chamber of
Commerce d/b/a AMPLIFY Clearwater, Bootstrap Business School, SCORE -Pinellas County Chapter, St. Petersburg
College — Workforce Institute.
EGM15-9216D-026/293387/1]
EXHIBIT B - Transfer of Personal Property
The following assets/interests shall be transferred to AMPLIFY Clearwater within thirty (30) days of the
Effective Date of the Agreement, with the City cooperating in good faith to accomplish same:
• Website (www.clearwaterbusinessspark.com)
• Email ID(infoPclearwaterbusinessspark.com)
• Phone line (727-443-0217)
• Facebook page
• Email distribution list
• Referral log
• SPARK brand color palette and logos
• SPARK advertising and promotional graphic designs
• SPARK -branded items
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