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R26-035 RESOLUTION NO. R26-035 1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 2 BEACH, FLORIDA, APPROVING SMALL BUSINESS MARKETING GRANT 3 AGREEMENTS BETWEEN THE CITY AND STUDIO TOAST,AND THE CITY 4 AND EL ATICO IN THE AMOUNT OF $2,500 EACH; AND FOR ALL 5 OTHER PURPOSES. 6 7 WHEREAS, it is the policy of the City to stimulate and encourage economic growth within 8 the City's municipal boundaries; and 9 WHEREAS, the City's Small Business Marketing Grant Program ("Grant Program") provides 10 City funding to support new and existing small businesses with their marketing needs, which is 11 beneficial to the local economy; and 12 WHEREAS, the City Commission of the City of Boynton Beach has determined that the use 13 of public funds toward the achievement of such economic development goals constitutes a public 14 purpose; and 15 WHEREAS, the City, Studio Toast ("Grantee"), and El Atico ("Grantee") desire to enter into 16 Agreements to ensure Grantee's performance in accordance with the Grant Program requirements 17 and to support the related expenditure of public funds and secure the public's interest; and 18 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 19 best interests of the City's citizens and residents to approve Small Business Marketing Grant 20 Agreements between the City and Studio Toast, and the City and El Atico in the amount of$2,500 21 each. 22 23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 24 BEACH, FLORIDA, THAT: 25 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 26 being true and correct and are hereby made a specific part of this Resolution upon adoption. 27 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 28 approve a Small Business Marketing Grant Agreement between Studio Toast and the City in the 29 amount of $2,500, in form and substance similar to that attached as Exhibit A. 30 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby 31 approve a Small Business Marketing Grant Agreement between El Atico and the City in the amount RESOLUTION NO. R26-035 32 of $2,500, in form and substance similar to that attached as Exhibit B. 33 SECTION 4. The City Commission of the City of Boynton Beach, Florida, hereby 34 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any 35 ancillary documents required under the Agreement or necessary to accomplish the purposes of 36 the Agreement, including any term extensions as provided in the Agreement, provided such 37 documents do not modify the financial terms or material terms. 38 SECTION 5. The City Clerk shall retain the fully executed Agreements as a public record 39 of the City. A copy of the fully executed Agreements shall be provided to Michael Keleher to 40 forward to the Grantees. 41 SECTION 6. This Resolution shall take effect in accordance with the law. 42 [SIGNATURES ON THE FOLLOWING PAGE] 43 RESOLUTION NO. R26-035 44 PASSED AND ADOPTED this . .5 day of CnD..V"GV 2026. 45 CITY OF BOYNTON BEACH, FLORIDA 46 YES NO 47 Mayor— Rebecca Shelton ✓ 48 49 Commissioner— Mack McCray s...,-. 50 51 Commissioner—Angela Cruz ✓ 52 \).%C.e. .ho•roo- 53 .C...:::::::.,.,L::_: Thomas Turkin i 54 55 Commissioner—Aimee Kelley g/ 56 57 VOTE 0 58 `ATTEST: 60 `lO .��.� 1 K/PL LAG- I 61 Tammy Stanz(one, CMC Rgecca Shelton 62 Interim City Clerk Mayor 63 = BOYA 7- �` 64 ;"�0•GpAPpR�//i,t11 APPROVED AS TO FORM: 65 (Corporate Seal) /%v S,E 9T�';co�' 66 i :/NCO 2 i 67 •, • ,9 ORATED•: f ,420.47a . 68 � ' i •• • Shawna G. Lamb 69 1%%%F4ORIDA• City Attorney EXHIBIT A Small Business Marketing Grant Agreement between Studio Toast and the City CITY OF BOYNTON BEACH SMALL BUSINESS MARKETING GRANT AGREEMENT THIS AGREEMENT is made this 2 _ day of March 2026, by and between the CITY OF BOYNTON BEACH, a Florida municipal corporation, hereinafter referred to as "City"," and Studio Toast hereinafter referred to as "Grantee" (each a"Party"and collectively the "Parties"). WITNESSETH: WHEREAS,it is the policy of the City to stimulate and encourage economic growth within the City's municipal boundaries; and WHEREAS, The City's Small Business Marketing Grant Program ("Grant Program") provides City funding to support new and existing small businesses with their marketing needs, which is beneficial to the local economy; and WHEREAS, the City Commission of the City of Boynton Beach has determined that the use of public funds toward the achievement of such economic development goals constitutes a public purpose; and WHEREAS, the Parties desire to enter into this Agreement to ensure Grantee's performance in accordance with the Grant Program requirements and to support the related expenditure of public funds and secure the public's interest; and WHEREAS,the City has determined that it is in the public's best interest, and that it serves a municipal and public purpose, to award a grant to the Grantee pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the Parties hereby agree as follows: I. GRANT AMOUNT City hereby grants to Grantee the sum of$_2,500.00_ (the "Grant Funds"). All funding is subject to the terms and conditions of this Agreement. II. GRANTEE'S OBLIGATIONS A. Use of Grant Funds. Grantee may utilize the Grant Funds for the following business activities: Development of a marketing/social media plan, Design of marketing materials and content, and Social media development and assistance_(the"Authorized Use"). Failure Small Business Marketing Grant Agreement Rev. Dec.2023 1 and content, and Social media development and assistance_(the"Authorized Use"). Failure to expend the Grant Funds in accordance with the Grant Program guidelines and this Agreement shall constitute a breach of this Agreement. B. Accuracy of Representations. Grantee represents and warrants that all statements and representations made in connection with Grantee's application, or other supporting documents submitted to City in connection with this Grant were true and correct when made and are true and correct as of the date Grantee executes this Agreement, unless otherwise expressly disclosed in writing by Grantee. C. Liability for Performance. Grantee agrees that it is solely liable to the City for performance under this Agreement, and that, in the event of default as solely determined by the City, Grantee will, as more specifically set forth herein, refund to the City any monies paid pursuant to this Agreement. D. Adequate Staffing. Grantee hereby certifies that it has or will retain adequate staff to oversee execution of its performance obligations under this Agreement, and that execution of each of these performance obligations is consistent with Grantee's mission. E. Compliance with Laws. Grantee and its staff shall possess all licenses and permits required to conduct its business, including federal, state, city, and county licenses and permits. Grantee shall comply with all applicable laws, ordinances, and regulations applicable to Grantee's Authorized Use and use of the Grant Funds. III. PAYMENT PROCEDURES, CONDITIONS A. Documentation of Expenses. Grant Funds will be paid by the City to the Grantee on a reimbursement basis. Grantee shall provide copies of detailed invoices and receipts or proof of payment by Grantee for all authorized expenses. B. Submittal Deadline. Grantee shall submit a complete request for reimbursement to the City no later than_August 15, 2026_. Failure to submit by the reimbursement submittal deadline may result in termination of this Agreement, revocation of the Grant award, and Grantee being responsible for the full cost of the Authorized Use. C. If the Grantee fails to comply with any of the provisions of this Agreement,the City may withhold, temporarily, or permanently, all, or any, unpaid portion of the Grant Funds upon giving written notice to the Grantee, and/or terminate this Agreement and the City shall have no further funding obligation to the Grantee under this Agreement. D. The Grantee shall repay the City for all unauthorized, illegal or unlawful receipt of funds, including unlawful and/or unauthorized receipt of funds discovered after the expiration of this Agreement. The Grantee shall also be liable to reimburse the City Small Business Marketing Grant Agreement Rev. Dec.2023 2 for any lost or stolen funds. E. In the event the Grantee ceases to exist, or ceases or suspends its operation for any reason, any remaining unpaid portion of the Grant Funds shall be retained by the City and the City shall have no further funding obligation to Grantee with regard to those unpaid funds. The determination that the Grantee has ceased or suspended its operation shall be made solely by the City and Grantee, its successors or assigns in interest, agrees to be bound by the City's determination. F. Grant Funds which are to be repaid to the City pursuant to this Agreement, are to be repaid by delivering to the City a cashier's check for the total amount due payable to the City of Boynton Beach within thirty (30) days after the City's demand. G. All corporate or partnership officers and members of Grantee are individually and severally responsible for refunding Grant Funds to the City in the event of a default. H. The above provisions do not waive any rights of the City or preclude the City from pursuing any other remedy which may be available to it under law. Nothing contained herein shall act as a limitation of the City's right to be repaid in the event the Grantee fails to comply with the terms of this Agreement. IV. DEFAULT/TERMINATION A. In the event that a Party fails to comply with the terms of this Agreement,other than payment of funds,then the non-defaulting Party shall provide to the defaulting Party notice of the default and the defaulting Party shall have ten (10) days within which to initiate action to correct the default and thirty (30) days within which to cure the default to the satisfaction of the non-defaulting Party. B. In the event that the defaulting Party fails to cure the default, the non-defaulting Party shall have the right to terminate this Agreement. The effective date of the termination shall be the date of the notice of termination. V. FINANCIAL ACCOUNTABILITY, REPORTS, AND AUDITS The City may have a financial system analysis and an internal fiscal control evaluation of the Grantee performed by City staff or an independent auditing firm employed by the City at any time the City deems necessary to determine the capability of the Grantee to fiscally manage the grant award. Upon completion of all tasks contemplated under this Agreement, copies of all documents and records relating to this Agreement shall be submitted to the City, if requested. VI. PERFORMANCE Small Business Marketing Grant Agreement Rev. Dec.2023 3 Time is of the essence with regard to performance as set forth in this Agreement and failure by Grantee to complete performance within the times specified,or within a reasonable time if no time is specified herein, shall,at the option of the City without liability,in addition to any of the City's rights or remedies,relieve the City of any obligation under this Agreement. VII. INDEMNIFICATION The Grantee agrees to protect, defend, reimburse, indemnify and hold the City, its agents, employees,and elected officers(collectively,"Indemnified Party")free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages of any kind,including attorney's fees,court costs,and expenses,including through the conclusion of any appellate proceedings, and causes of action of every kind and character against and from City, raised or asserted by any person or entity not a party to this Agreement, and caused or alleged to be caused, in whole or in part, by any breach of this Agreement by Grantee, or any intentional, reckless, or negligent act or omission of Grantee,its offers,agents,employees„or agents,arising from,relating to,or in connection with this Agreement (collectively, a "Claim"). If any Claim is brought against an Indemnified Party, Grantee shall, upon written notice form City, defend each Indemnified Party with counsel satisfactory to City or, at City's option,pay for an attorney selected by the City to defend the Indemnified Party. If considered necessary by City and the City Attorney, any sums due Grantee under this Agreement may be retained by City until all Claims subject to this indemnification obligation have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by City. The Grantee recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of good and valuable consideration provided by the City in support of this obligation in accordance with the laws of the State of Florida. Grantee's aforesaid indemnification and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the City, its respective agents, employees, or officers. Except to the extent sovereign immunity may be deemed waived by entering into this Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by City nor shall anything included herein be construed as consent by City to be sued by third parties in any matter arising out of this Agreement. This paragraph shall survive the expiration or termination of the Agreement. VIII. AVAILABILITY OF FUNDS This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and available for the purposes set out herein as determined in the sole discretion of the City. If funding for this Agreement is in multiple fiscal years, funds must be appropriated each year prior to costs being incurred. Nothing in this paragraph shall prevent the making of contracts with a term of more than one year, but any contract so made shall be executory only for the value of the services to be rendered or paid for in succeeding fiscal years. In the event funds to finance this Agreement become unavailable, Small Business Marketing Grant Agreement Rev.Dec.2023 4 the City may terminate this Agreement upon no less than twenty-four(24)hours' notice to Grantee. The City shall be the sole and final authority as to the availability of funds. IX. REMEDIES This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held exclusively in Palm Beach County. No remedy herein conferred upon any Party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. X. CIVIL RIGHTS COMPLIANCE The GRANTEE warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. XI. FEES, COSTS If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, court costs and all expenses(including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals),incurred in that action or proceeding,in addition to any other relief to which such party or parties may be entitled, provided, however, that this clause pertains only to the Parties to this Agreement. XII. SEVERABILITY If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement,or the application of such terms or provision,to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. XIII. ENTIRE AGREEMENT The Parties agree that this Agreement sets forth the entire Agreement between the Parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, Small Business Marketing Grant Agreement Rev. Dec.2023 5 modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. XIV. NOTICE All notice required in this Agreement shall be sent by certified mail, return receipt requested, and if sent to the City shall be mailed to: Gigi Chazu, Economic Development Director City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425 Telephone No. (561) 742-6014 Facsimile (561) 742-6011 with a copy to: Shawna Lamb, City Attorney P.O. Box 310 Boynton Beach, FL 33425 Telephone No. (561) 742-6051 Facsimile (561) 742-6011 and if sent to the Grantee shall be mailed to (current official address): 164 Lake Monterey Cir. Boynton Beach, 33426 XV. MISCELLANEOUS TERMS A. Independent Contractor. Grantee is an independent contractor of City, and nothing in this Agreement shall constitute or create a partnership,joint venture, or any other relationship between the Parties. In performing the Authorized Uses, neither Grantee nor its agents shall act as officers, employees, or agents of City. Grantee shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement. B. Regulatory Capacity. Notwithstanding the fact that City is a municipal corporation with certain regulatory authority, City's performance under this Agreement is as a Party to this Agreement and not in its regulatory capacity. If City exercises its regulatory authority,the exercise of such authority and the enforcement of applicable law shall have occurred pursuant to City's regulatory authority as a governmental body separate and apart from this Agreement, and shall not be attributable in any manner to City as a Party to this Agreement. C. Third-Party Beneficiaries. Neither Party intends to primarily or directly benefit a third Small Business Marketing Grant Agreement Rev. Dec.2023 6 party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. D. Assignment. neither this Agreement nor any right or interest in it may be assigned, transferred, subcontracted,or encumbered by Grantee without the prior written consent of City. Any assignment, transfer, encumbrance, or subcontract in violation of this section shall be void and ineffective, constitute a breach of this Agreement, and permit City to immediately terminate this Agreement, in addition to any other remedies available to City at law or in equity. City reserves the right to condition its approval of any assignment, transfer, encumbrance, or subcontract upon further due diligence. E. Entities of Foreign Concern. Grantee represents and certifies (i) Grantee is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in Grantee; and (iii) Grantee is not organized under the laws of, and does not have its principal place of business in, a foreign country of concern. On or before the date Grantee requests payment of the Grant Funds, Grantee shall submit to City an executed affidavit, under penalty of perjury and in a form approved by City, attesting that Grantee does not meet any of the criteria in section 288.0071(1)(d), Florida Statutes. Terms use in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in section 288.0071, Florida Statutes. F. Joint Preparation. This Agreement has been jointly prepared by the Parties, and shall not be construed more strictly against either Party. G. Interpretation. The titles and headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include any other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein" refer to this Agreement as a whole and not to any particular sentence,paragraph, or section where they appear,unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. Any reference to approval by City shall require approval in writing,unless otherwise expressly stated. H. Priority of Provisions. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any document or exhibit attached to, referenced by, or incorporated in this Agreement and any provision within an article or section of this Agreement, the article or section shall prevail and be given effect. I. Amendments. Unless expressly authorized herein, no modification, amendment, or alteration of any portion of this Agreement is effective unless contained in a written Small Bus4IPRItrite #n1 dV n19e@.r2oi filar formality as this Agreement and tw duly authorized representatives of City and Grantee. IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the date and year first above written. CITY GRANTEE By: By: ,d' --- / Print: be c.ca Srheli , Print: She Name: Mcyo _ Title: Carro er' ATTEST: ATTEST: 2C�,, P,411 City Clerk��es'.r2 Print Nam-: NIIM J a lt Title: f APPROVED AS TO LEGAL FORM: (CORPORATE SEAL) Office o7 r e City Attorney NTON e • kTizQORAte.. -7h SEAL Not v• tNC003,-,— ED. 1920 •: FLOR\O ; . Small Business Marketing Gram Agreement Rev. Dec. 2023 8 EXHIBIT B Small Business Marketing Grant Agreement between El Atico and the City CITY OF BOYNTON BEACH SMALL BUSINESS MARKETING GRANT AGREEMENT THIS AGREEMENT is made this 2. day of January 2026, by and between the CITY OF BOYNTON BEACH, a Florida municipal corporation, hereinafter referred to as "City"," and El Atico hereinafter referred to as"Grantee" (each a"Party"and collectively the"Parties"). WITNESSETH: WHEREAS,it is the policy of the City to stimulate and encourage economic growth within the City's municipal boundaries; and WHEREAS, The City's Small Business Marketing Grant Program ("Grant Program") provides City funding to support new and existing small businesses with their marketing needs, which is beneficial to the local economy; and WHEREAS,the City Commission of the City of Boynton Beach has determined that the use of public funds toward the achievement of such economic development goals constitutes a public purpose; and WHEREAS, the Parties desire to enter into this Agreement to ensure Grantee's performance in accordance with the Grant Program requirements and to support the related expenditure of public funds and secure the public's interest;and WHEREAS,the City has determined that it is in the public's best interest, and that it serves a municipal and public purpose, to award a grant to the Grantee pursuant to the terms of this Agreement. NOW, THEREFORE,in consideration of the premises and mutual covenants hereinafter contained, the Parties hereby agree as follows: I. GRANT AMOUNT City hereby grants to Grantee the sum of$_2,500.00_(the "Grant Funds"). All funding is subject to the terms and conditions of this Agreement. II. GRANTEE'S OBLIGATIONS A. Use of Grant Funds. Grantee may utilize the Grant Funds for the following business activities: Development of a marketing/social media plan and Brand and logo design (the "Authorized Use"). Failure to expend the Grant Funds in accordance with the Grant Program guidelines and this Agreement shall constitute a breach of this Agreement. B. Accuracy of Representations. Grantee represents and warrants that all statements and representations made in connection with Grantee's application, or other Small Business Marketing Grant Agreement Rev. Dec.2023 1 supporting documents submitted to City in connection with this Grant were true and correct when made and are true and correct as of the date Grantee executes this Agreement, unless otherwise expressly disclosed in writing by Grantee. C. Liability for Performance. Grantee agrees that it is solely liable to the City for performance under this Agreement, and that, in the event of default as solely determined by the City, Grantee will, as more specifically set forth herein, refund to the City any monies paid pursuant to this Agreement. D. Adequate Staffing. Grantee hereby certifies that it has or will retain adequate staff to oversee execution of its performance obligations under this Agreement, and that execution of each of these performance obligations is consistent with Grantee's mission. E. Compliance with Laws. Grantee and its staff shall possess all licenses and permits required to conduct its business, including federal, state, city, and county licenses and permits. Grantee shall comply with all applicable laws, ordinances, and regulations applicable to Grantee's Authorized Use and use of the Grant Funds. III. PAYMENT PROCEDURES, CONDITIONS A. Documentation of Expenses. Grant Funds will be paid by the City to the Grantee on a reimbursement basis. Grantee shall provide copies of detailed invoices and receipts or proof of payment by Grantee for all authorized expenses. B. Submittal Deadline. Grantee shall submit a complete request for reimbursement to the City no later than August 15, 2026_.Failure to submit by the reimbursement submittal deadline may result in termination of this Agreement, revocation of the Grant award,and Grantee being responsible for the full cost of the Authorized Use. C. If the Grantee fails to comply with any of the provisions of this Agreement,the City may withhold,temporarily, or permanently, all, or any, unpaid portion of the Grant Funds upon giving written notice to the Grantee, and/or terminate this Agreement and the City shall have no further funding obligation to the Grantee under this Agreement. D. The Grantee shall repay the City for all unauthorized, illegal or unlawful receipt of funds,including unlawful and/or unauthorized receipt of funds discovered after the expiration of this Agreement. The Grantee shall also be liable to reimburse the City for any lost or stolen funds. E. In the event the Grantee ceases to exist, or ceases or suspends its operation for any reason, any remaining unpaid portion of the Grant Funds shall be retained by the City and the City shall have no further funding obligation to Grantee with regard to those unpaid funds.The determination that the Grantee has ceased or suspended its Small Business Marketing Grant Agreement Rev. Dec. 2023 2 operation shall be made solely by the City and Grantee, its successors or assigns in interest, agrees to be bound by the City's determination. F. Grant Funds which are to be repaid to the City pursuant to this Agreement, are to be repaid by delivering to the City a cashier's check for the total amount due payable to the City of Boynton Beach within thirty (30)days after the City's demand. G. All corporate or partnership officers and members of Grantee are individually and severally responsible for refunding Grant Funds to the City in the event of a default. H. The above provisions do not waive any rights of the City or preclude the City from pursuing any other remedy which may be available to it under law. Nothing contained herein shall act as a limitation of the City's right to be repaid in the event the Grantee fails to comply with the terms of this Agreement. IV. DEFAULT/TERMINATION A. In the event that a Party fails to comply with the terms of this Agreement, other than payment of funds,then the non-defaulting Party shall provide to the defaulting Party notice of the default and the defaulting Party shall have ten(10)days within which to initiate action to correct the default and thirty(30) days within which to cure the default to the satisfaction of the non-defaulting Party. B. In the event that the defaulting Party fails to cure the default,the non-defaulting Party shall have the right to terminate this Agreement. The effective date of the termination shall be the date of the notice of termination. V. FINANCIAL ACCOUNTABILITY, REPORTS,AND AUDITS The City may have a financial system analysis and an internal fiscal control evaluation of the Grantee performed by City staff or an independent auditing firm employed by the City at any time the City deems necessary to determine the capability of the Grantee to fiscally manage the grant award.Upon completion of all tasks contemplated under this Agreement, copies of all documents and records relating to this Agreement shall be submitted to the City, if requested. VI. PERFORMANCE Time is of the essence with regard to performance as set forth in this Agreement and failure by Grantee to complete performance within the times specified,or within a reasonable time if no time is specified herein, shall, at the option of the City without liability, in addition to any of the City's rights or remedies, relieve the City of any obligation under this Agreement. Small Business Marketing Grant Agreement Rev. Dec. 2023 3 VII. INDEMNIFICATION The Grantee agrees to protect, defend,reimburse, indemnify and hold the City, its agents, employees, and elected officers(collectively, "Indemnified Party")free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages of any kind,including attorney's fees,court costs,and expenses, including through the conclusion of any appellate proceedings, and causes of action of every kind and character against and from City, raised or asserted by any person or entity not a party to this Agreement, and caused or alleged to be caused, in whole or in part, by any breach of this Agreement by Grantee, or any intentional, reckless, or negligent act or omission of Grantee,its offers, agents,employees„ or agents, arising from,relating to,or in connection with this Agreement (collectively, a "Claim"). If any Claim is brought against an Indemnified Party,Grantee shall, upon written notice form City, defend each Indemnified Party with counsel satisfactory to City or, at City's option,pay for an attorney selected by the City to defend the Indemnified Party. If considered necessary by City and the City Attorney, any sums due Grantee under this Agreement may be retained by City until all Claims subject to this indemnification obligation have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by City. The Grantee recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of good and valuable consideration provided by the City in support of this obligation in accordance with the laws of the State of Florida. Grantee's aforesaid indemnification and hold harmless obligations, or portions or applications thereof, shall apply to the fullest extent permitted by law but in no event shall they apply to liability caused by the negligence or willful misconduct of the City, its respective agents, employees, or officers. Except to the extent sovereign immunity may be deemed waived by entering into this Agreement, nothing herein is intended to serve as a waiver of sovereign immunity by City nor shall anything included herein be construed as consent by City to be sued by third parties in any matter arising out of this Agreement. This paragraph shall survive the expiration or termination of the Agreement. VIII. AVAILABILITY OF FUNDS This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and available for the purposes set out herein as determined in the sole discretion of the City. If funding for this Agreement is in multiple fiscal years, funds must be appropriated each year prior to costs being incurred. Nothing in this paragraph shall prevent the making of contracts with a term of more than one year, but any contract so made shall be executory only for the value of the services to be rendered or paid for in succeeding fiscal years. In the event funds to fmance this Agreement become unavailable, the City may terminate this Agreement upon no less than twenty-four(24)hours' notice to Grantee. The City shall be the sole and final authority as to the availability of funds. Small Business Marketing Grant Agreement Rev. Dec. 2023 4 IX. REMEDIES This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held exclusively in Palm Beach County. No remedy herein conferred upon any Party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. X. CIVIL RIGHTS COMPLIANCE The GRANTEE warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. XI. FEES, COSTS If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys'fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding,in addition to any other relief to which such party or parties may be entitled, provided, however, that this clause pertains only to the Parties to this Agreement. XII. SEVERABILITY If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement,or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected,and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. XIII. ENTIRE AGREEMENT The Parties agree that this Agreement sets forth the entire Agreement between the Parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. Small Business Marketing Grant Agreement Rev. Dec. 2023 5 XIV. NOTICE All notice required in this Agreement shall be sent by certified mail, return receipt requested, and if sent to the City shall be mailed to: Gigi Chazu, Economic Development Director City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425 Telephone No. (561) 742-6014 Facsimile (561) 742-6011 with a copy to: Shawna Lamb,City Attorney P.O. Box 310 Boynton Beach, FL 33425 Telephone No. (561)742-6051 Facsimile (561) 742-6011 and if sent to the Grantee shall be mailed to (current official address): 1313 Boynton Beach Blvd, Boynton Beach, FL 33426 XV. MISCELLANEOUS TERMS A. Independent Contractor. Grantee is an independent contractor of City, and nothing in this Agreement shall constitute or create a partnership,joint venture, or any other relationship between the Parties. In performing the Authorized Uses, neither Grantee nor its agents shall act as officers,employees, or agents of City.Grantee shall not have the right to bind City to any obligation not expressly undertaken by City under this Agreement. B. Regulatory Capacity. Notwithstanding the fact that City is a municipal corporation with certain regulatory authority,City's performance under this Agreement is as a Party to this Agreement and not in its regulatory capacity. If City exercises its regulatory authority, the exercise of such authority and the enforcement of applicable law shall have occurred pursuant to City's regulatory authority as a governmental body separate and apart from this Agreement, and shall not be attributable in any manner to City as a Party to this Agreement. C. Third-Party Beneficiaries. Neither Party intends to primarily or directly benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement. Small Business Marketing Grant Agreement Rev. Dec.2023 6 D. Assignment, neither this Agreement nor any right or interest in it may be assigned, transferred,subcontracted,or encumbered by Grantee without the prior written consent of City. Any assignment, transfer, encumbrance, or subcontract in violation of this section shall be void and ineffective,constitute a breach of this Agreement, and permit City to immediately terminate this Agreement, in addition to any other remedies available to City at law or in equity. City reserves the right to condition its approval of any assignment, transfer, encumbrance, or subcontract upon further due diligence. E. Entities of Foreign Concern. Grantee represents and certifies (i) Grantee is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in Grantee; and (iii) Grantee is not organized under the laws of,and does not have its principal place of business in, a foreign country of concern. On or before the date Grantee requests payment of the Grant Funds, Grantee shall submit to City an executed affidavit,under penalty of perjury and in a form approved by City, attesting that Grantee does not meet any of the criteria in section 288.0071(1)(d), Florida Statutes.Terms use in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in section 288.0071, Florida Statutes. F. Joint Preparation. This Agreement has been jointly prepared by the Parties, and shall not be construed more strictly against either Party. G. Interpretation. The titles and headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include any other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein" refer to this Agreement as a whole and not to any particular sentence,paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. Any reference to approval by City shall require approval in writing,unless otherwise expressly stated. H. Priority of Provisions. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any document or exhibit attached to, referenced by, or incorporated in this Agreement and any provision within an article or section of this Agreement, the article or section shall prevail and be given effect. I. Amendments. Unless expressly authorized herein, no modification, amendment, or alteration of any portion of this Agreement is effective unless contained in a written document executed with the same or similar formality as this Agreement and by duly authorized representatives of City and Grantee. Small Business Marketing Grant Agreement Rev. Dec. 2023 7 IN WITNESS WHEREOF, the parties hereto have executed this A�.:,:... t as of the date and year first above written. CITY GRANTEE o-;co By: , / JP , , Print. `llcbec c a SF,erco,, Print: (a a r C C7/—cpj4 Name: Mawo.,- Title: 00 ►7js1 ATTEST: ATTEST: I .�-‘r‘ C.4.--\XIN City Clerk Print Name: v"‘(er k o%a Title: Q 4 to ye e APPROVED AS TO LEGAL FORM: (CORPORATE SEAL) Office ' ity Attorney ` pV N TONN% ( '( •SEAL . ;INCORPORATED; i •111 1920 • s t`‘• FLOR\°P s Small Business Marketing Grant Agreement Rev. Dec. 2023 8