HomeMy WebLinkAboutAgenda CC 04.03.2020 SpecialN otice of M eeting of the
Governing B ody of the
City of Georg etown, Texas
April 3, 2020
The Georgetown City Council will meet on April 3, 2020 at 3:00 P M at Teleconference
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Legislative Re gular Agenda
A F orwarded from the G eorgetow n Economi c Devel opment Corporati on (G EDCO):
Consideration and possible action to approve a CO VID-19 Smal l B usi ness Resource G rant P rogram -- Michaela Dollar, Economic
Development Director
Adjournment
Certificate of Posting
I, R obyn Densmore, C ity S ec retary for the C ity of G eorgetown, Texas , do hereby certify that this Notice of Meeting was pos ted at
C ity Hall, 808 Martin Luther King Jr. S treet, G eorgetown, T X 78626, a place readily access ib le to the general public as required by
law, on the _____ day of _________________, 2020, at __________, and remained so posted for at least 72 continuous hours
preceding the scheduled time of s aid meeting.
__________________________________
R obyn Densmore, C ity S ecretary
Page 1 of 40
City of Georgetown, Texas
City Council Special Meeting
April 3, 2020
S UBJEC T:
F orw arded from the G eorgetow n Economi c Devel opment Corporati on (G ED C O):
Consideration and possible actio n to appro ve a C O VID-19 Smal l B usi ness Resource G rant P rogram -- Michaela
Dollar, Economic Development Director
I T EM S UMMARY:
Staff requests approval of $100,000 of unused promotion money from the Type A Georgetown Economic Development
Corporation fund to be contributed to the CO VID-19 Small Business Resource Grant program. The grant program is
administered in partnership with the Georgetown Chamber of Commerce. G E D CO would contract with the Georgetown
Chamber of Commerce to administer the grant program, and the Georgetown Chamber would then contract with the
business recipients. The funds will be awarded to Georgetown businesses with fewer than 25 F TE employees, with a
priority to those that have frequent and close contact with customers. Non-profit organizations are not eligible.
F I NANC I AL I MPAC T:
$100,000.00
S UBMI T T ED BY:
Michaela Dollar
AT TAC HMENT S :
Description
P resentation
Applic ation
G EDC O and C hamber C ontract
C hamber and Busines s C ontrac t
Page 2 of 40
COVID -19
Small Business
Resource Grant
APRIL 3, 2020
1
Page 3 of 40
Background
Since the end of the great recession, small
businesses have created 62% of the net new
private sector jobs in the United Sates, according
to the Bureau of Labor Statistics
Knowing the impact of small businesses on our
local economy, and the immediate impact that
the COVID-19 pandemic has on these
businesses, the City and Chamber have been
working together to launch a Small Business
Grant program
2
Page 4 of 40
Overview
The Georgetown Chamber of Commerce has
designated $100,000 for a COVID -19 Small
Businesses Resource grant program
Staff proposes GEDCO contribute an additional
$100,000 to the grant program, and contract
with the Chamber to administer the funds
GEDCO approved on March 30,2020
Would create a $200,000 grant program,with a
maximum award of $5,000 per business
3
Page 5 of 40
Funding Availability
The State allows up to 10% of Type A funds to be
used for promotion each year, and the unused
portion can be granted for business assistance
This can include business assistance to non-
primary employers in this situation
We typically budget for approximately 5% of the
Type A funds to be used for promotion, and
have enough remaining to cover the $100,000
4
Page 6 of 40
Eligible Businesses
Non-home based businesses
Located in Georgetown
25 FTEs (full time equivalent employees) or
fewer
Services and revenue has been affected by the
COVID -19 pandemic
Non-profits are not eligible
Priority to businesses with frequent and/or close
contact with customers
5
Page 7 of 40
Application Information
Business Ownership
Business Impacts due to COVID-19
Personnel Counts (and Reductions)
Revenue Estimates (and Reductions)
Use of Grant Funds
Additional sources being sought (i.e. SBA Loans)
6
Page 8 of 40
Approval Process
Applications will be accepted until August 1,
2020 or when funds are used, and will be
reviewed and awarded weekly
The review committee consists of the Chamber
President, Chamber Executive Committee, and
the Georgetown Economic Development
Director
Higher priority will be given for:
Businesses with frequent and close contact with customers
Businesses who check more boxes under “business impacts”
Larger amounts of employee reduction
Larger business revenue loss
7
Page 9 of 40
Questions?
8
Page 10 of 40
COVID -19
Small Business
Resource Grant
APRIL 3, 2020
9
Page 11 of 40
COVID-19 Small Business Support and Recovery Grant
Georgetown Chamber of Commerce
1 Chamber Way | Georgetown, TX 78626 | 512-930-3535
www.GeorgetownChamber.org
Please Note: This program is open to all non-home based, small businesses located in the city limits of
Georgetown, but the priority is for businesses that have frequent and/or close contact with customers.
These types of businesses include: retail (storefront), restaurant/food business, personal care (barber
shop, nail salons, etc.), art galleries and performance venues, healthcare and social assistance
(childcare, etc.), and small manufacturing businesses.
Privacy Information
Information provided in this application is considered a public record and may be subject to public
disclosure through the Texas Public Records Act.
CONTACT INFORMATION
First/Last Name:
Name of Business:
Business Type:
Address of Business:
Email Address: Phone Number:
Are you a Chamber Member? This is not a requirement to be eligible for funding.
Yes, I am a Chamber Member No, I am not a Chamber Member
Business ownership:
My business is a local franchise (I am responsible for all revenues and expenses)
My business is a local independent business
Page 12 of 40
BUSINESS IMPACTS
What are the impacts to your business from COVID-19? Please check all that apply.
Business closure
Reduced hours of operation
Employee layoffs/furloughs
Revenue decline
Increased operating costs (i.e. salaries,
insurance, paid leave)
Restricted access to capital to address
increased costs
Inability to respond to home delivery
requests
Interrupted supply/deliveries from vendors
Inability to serve customers
Decreased customers
Briefly describe the above impacts on your business and attach supporting documentation that
you have to support your grant request (250 words or less).
PERSONNEL
How many FTE (full time equivalent) employees are employed at the business at this time?
Number of Full Time Employees: Number of Part Time Employees:
Number of current or anticipated employees between March 1, 2020 – May 15, 2020 due
to COVID-19 impacts.
At or less than 25 FTE’s
At or less than 10 FTE’s
Less than 3 FTE’s
Page 13 of 40
BUSINESS REVENUE
Current or anticipated revenue decline from March 1, 2020 – May 15, 2020 related to COVID-
19 impacts?
25% or greater
10-25%
5-10%
Less than 5%
Compare your current estimated net income for the month ending March 31, 2020 with your
actual net income from March 31, 2019. If you were not in operation in 2019, you may use
your actuals from February 2020. Please provide relevant information that will help us
understand the variance between your figures. Also, please note in the text field what time
periods you are comparing to illustrate your decreased net income.
GRANT FUNDS
Select how your business will use the grant funds.
Rent/mortgage payment.
(Must attach proof that
landlord/lender has denied
assistance.)
Employee support (salaries,
insurance, paid leave)
Utilities (i.e. electricity, phone/internet,
etc.)
Purchase of COVID-19 supplies for
business protection/cleaning
Purchase of supplies to offer
alternative business access (i.e.
curbside pickup, delivery, website
upgrades for online sales, etc.)
Expenses associated with increased
material costs from suppliers or
alternate suppliers
Expenses associated with marketing
the business (if currently open)
and/or re-opening the business (if
currently closed)Page 14 of 40
Provide additional information and/or supporting documentation for the intended use of
grant funds and how these funds will assist your business in addressing this need (250 word
maximum).
Are you currently receiving or expect to receive any local, state, or federal aid or grants or
any other subsidies of any kind to assist you with your income loss related to COVID-19 for
your business? If so, please specify the type and amount you expect to receive and over what
period.
Total Funding Amount Requested (Maximum award is $5,000):
Acknowledgements/Signature
Please check each statement acknowledging that you have read and affirm the
information you have submitted within this application is true and accurate to the best of
your knowledge.
Business has 25 FTE’s or less
Business has a physical and publicly accessible location within the city limits of
Georgetown in a commercial building or business district.
The business has experienced or is projecting to experience a decline in employment
and/or revenue as a result of the COVID-19 pandemic.
The business is in good standing with the City of Georgetown with respect to taxes,
fees, utility payments, or other financial obligations to the City.
The business is engaged in activities that are legal under city and state law.
The business can meet program technical requirements including ability to provide
financial records to support grant request.
The business is registered with the Texas Secretary of State's Office.
Business Owner/Title Date Page 15 of 40
PAGE 1 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
AGREEMENT FOR SERVICES
This Agreement (“Agreement”) is made by and between the Georgetown Economic
Development Corporation, a Type A sales tax corporation (“GEDCO”) and Georgetown
Chamber of Commerce, a Texas non-profit corporation (“Chamber”) (each a “Party” and
collectively the “Parties”), acting by and through their authorized representatives.
RECITALS:
WHEREAS, in response to the adverse economic impacts of the COVID-19 pandemic
Chamber has, at the request of GEDCO, established a program for non-home based, small
businesses in the City of Georgetown, Texas (“City”) to provide funding for businesses affected
by COVID-19 (“COVID-19 Small Business Support and Recovery Grant,” or the “Program”)
and has set aside One Hundred Thousand Dollars ($100,000.00) for the Program; and
WHEREAS, Chamber has offered to administer the Program on behalf of GEDCO; and
WHEREAS, GEDCO has agreed to provide matching funds to Chamber for the
Program; and
WHEREAS, GEDCO desires to engage the Chamber, as an independent contractor and
not as an employee of GEDCO, to provide the services set forth herein to administer and operate
the Program; and
WHEREAS, GEDCO finds that the Chamber operating the Program will promote new
and expanding business enterprises providing funds for the Program is an authorized expenditure
under the Development Corporation Act, Chapters 501-505, Texas Local Government Code (the
“Act”); and
WHEREAS, Chamber desires to render services for the administration of the Program
for GEDCO on the terms and conditions provided in this Agreement;
NOW THEREFORE, in exchange for the mutual covenants set forth herein and other
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties
agree as follows:
Article I
Term
The term of this Agreement shall begin on the last date of execution hereof and continue
until the Expiration Date, unless sooner terminated as provided herein.
Page 16 of 40
PAGE 2 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
Article II
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
“Application” shall mean the application for the COVID-19 Small Business Support and
Recovery Grant Program attached as Exhibit “A”.
“Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s
existence, insolvency, employment of receiver for any part of a Party’s property and such
appointment is not terminated within ninety (90) days after such appointment is initially made,
any general assignment for the benefit of creditors or the commencement of any proceedings
under any bankruptcy or insolvency laws by or against the Party and such proceedings are not
dismissed within ninety (90) days after the filing thereof.
“City” shall mean the City of Georgetown, Texas.
“Effective Date” shall mean the last date of execution hereof.
“Eligible Business” shall mean a small non-home based business located in the City that
has twenty-five (25) or fewer full time equivalent employees meeting the qualifications for the
Program as determined by the Program Committee, and which must satisfy the following criteria.
• 25 full time equivalent (FTE) employees or fewer.
• Experienced or projected to experience a decline in revenue or employment
between March 1, 2020 and May 20, 2020 as a result of COVID-19 pandemic
impacts.
• In good standing with the City in regard to permits, licensing property and sales
tax payments.
• Engaged in activities that are legal under City and state law.
• Meet program technical requirements, including ability to provide financial
records to support grant request.
• Registered with the Texas Secretary of State's Office.
• Must be a for-profit business; and not qualify as a charitable organization under
Section 501(c) of the Internal Revenue Code of 1896, as amended.
“Expiration Date” shall mean the later of June 1, 2020, and the date Program Funds have
been fully expended, unless subsequent Program Funding has been provided, in which case the
term of this Agreement will continue on a month-to-month basis subject to the availability of
Program Funds.
“GEDCO” shall mean the Georgetown Economic Development Corporation.
Page 17 of 40
PAGE 3 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
“Grant” or “Program Funds” shall mean the matching funding provided by GEDCO to
the Chamber to administer the Program in the initial amount of One Hundred Thousand Dollars
($100,000.00), which funds shall be only used by Chamber to fund the Program Grants. Grant or
Program Funds shall include any additional funds provided by GEDCO to the Chamber for the
Program subsequent to the initial Program funding provided by GEDCO to Chamber herein.
“Program” shall mean the COVID-19 Small Business Support and Recovery Grant
Program which provides grants up to Five Thousand Dollars ($5,000.00) for businesses that have
been significantly impacted by the pandemic available to all non-home-based small businesses in
the City with priority given to businesses that have frequent and/or close contact with customers,
which includes retail (storefront), restaurant/food business, personal care (barber shop, nail
salons, spas, and related type businesses); art galleries, performance venues, healthcare and social
assistance (childcare or similar facilities) and small manufacturing businesses.
“Program Agreement” shall mean the form of agreement between the Chamber and an
Eligible Business set forth in Exhibit “B”.
“Program Committee” shall mean a committee consisting of the Chamber President, the
City Economic Development Director, and the Chair of Be the Voice Committee.
“Program Grant” shall mean a COVID-19 Small Business Support and Recovery Grant in
an amount not to exceed Five Thousand Dollars ($5,000.00) provided by Chamber to an Eligible
Business pursuant to the Program as approved by the Program Committee.
Article III
Scope of Services; Program
3.1 Program.
(a) Chamber shall, during the term of this Agreement, administer and operate
the Program as set forth herein.
(b) Chamber shall make the Application available to businesses in the City
and on its website.
(c) Chamber shall provide One Hundred Thousand Dollars ($100,000.00) for
Program Funding (“Chamber Funding”).
(d) GEDCO shall provide to Chamber One Hundred Thousand Dollars
($100,000.00) for Program Funding immediately following the Effective
Date (“GEDCO Funding”).
Page 18 of 40
PAGE 4 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
(e) Chamber shall use the Chamber Funding and the GEDCO Funding solely
for funding the Program Grants.
(f) Program Committee shall review the Applications and determine which
applicant(s) qualifies as an Eligible Business and the amount of Program
Funds to be provided by Chamber to the business, which determination is
weighted based on criteria including: (i) higher priority for businesses with
frequent and close contact with customers; (ii) higher priority for
businesses who check more boxes under “business impacts” in the
Application; (iii) higher priority for larger amounts of employee reduction;
and (iv) higher priority for larger business revenue loss. Following the
Program Committee determination that an applicant is an Eligible
Business, the Chamber shall enter into a Program Agreement with the
Eligible Business.
(g) Chamber shall not enter any Program Agreement with any Eligible
Business unless there are sufficient Program Funds for the Program Grant
set forth therein.
3.2 GEDCO agrees, subject to the continued satisfaction of all the terms and
conditions of this Agreement by Chamber and the obligation of Chamber to repay the Grant
pursuant to Article V hereof to provide the GEDCO Funding to Chamber immediately following
the Effective Date.
3.3 Grant Limitations. Under no circumstances shall the obligations of GEDCO
hereunder be deemed to create any debt within the meaning of any constitutional or statutory
provision.
3.3 Current Revenue. The GEDCO Funding shall be paid solely from lawfully
available funds that have been appropriated by GEDCO for promotional items. GEDCO shall not
be required to provide GEDCO Funding if prohibited under federal or state legislation or a
decision of a court of competent jurisdiction.
Article IV
Devotion of Time; Personnel; and Equipment
4.1 Chamber shall devote such time as reasonably necessary for the satisfactory
performance of the services under this Agreement.
4.2 To the extent reasonably necessary for Chamber to perform the services under this
Agreement, Chamber shall be authorized to engage the services of any agents, assistants, persons,
or corporations that Chamber may deem proper to aid or assist in the performance of the services
under this Agreement. The cost of such personnel and assistance shall be paid by Chamber.
Page 19 of 40
PAGE 5 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
Article
Termination
5.1 This Agreement shall terminate upon any one or more of the following:
(a) by written agreement of the Parties;
(b) Expiration Date;
(c) upon written notice by any Party in the event another Party breaches any of
the terms or conditions of this Agreement or a Related Agreement and
such breach is not cured within thirty (30) days after written notice thereof;
(d) upon written notice by GEDCO, if Chamber suffers an event of
Bankruptcy or Insolvency; or
(e) upon written notice by any Party, if any subsequent Federal or State
legislation or any decision of a court of competent jurisdiction declares or
renders this Agreement invalid, illegal or unenforceable.
5.2 Repayment. In the event this Agreement is terminated by GEDCO pursuant to
Section 5.1(c), (d), or (e), Chamber shall immediately repay to GEDCO an amount equal to the
GEDCO Funding previously paid by GEDCO to Chamber as of the date of termination, plus
interest at the rate periodically announced by the Wall Street Journal as the prime or base
commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to
announce a prime or base lending rate, then at the annual rate of interest from time to time
announced by Citibank, N.A. (or by any other New York money center bank selected by
GEDCO) as its prime or base commercial lending rate, which shall accrue from the date of the
respective Grant payment until paid.
5.3 Either Party may terminate this Agreement by providing thirty (30) days prior
written notice to the other Party. In the event of such termination, Chamber shall immediately
return to GEDCO any remaining unexpended GEDCO Funds provided by GEDCO to Chamber
for the Program and copies of finished and unfinished documents, data, studies, surveys, reports,
or other items prepared by Chamber in connection with the Program.
Article VI
Miscellaneous
5.1 Entire Agreement. This Agreement constitutes the sole and only agreement
between the Parties and supersedes any prior understandings written or oral agreements between
the Parties with respect to this subject matter.
5.2 Assignment. The Chamber may not assign this Agreement without the prior
written consent of the City.
Page 20 of 40
PAGE 6 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
5.3 Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the Parties to it and their respective
administrators, legal representatives, successors and assigns.
5.4 Governing Law. The laws of the State of Texas shall govern this Agreement
without regard to any conflict of law rules; and venue for any action concerning this Agreement
shall be in the State District Court of Williamson County, Texas. The Parties agree to submit to
the personal and subject matter jurisdiction of said court.
5.5 Amendments. This Agreement may only be amended by the mutual written
agreement of the Parties.
5.6 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions, and the
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained in it.
5.7 Independent Contractor. It is understood and agreed by and between the Parties
that the Chamber in satisfying the conditions of this Agreement is acting independently, and that
GEDCO assumes no responsibility or liabilities to any third party in connection with these
actions. All services to be performed by Chamber pursuant to this Agreement shall be in the
capacity of an independent contractor, and not as an agent or employee of GEDCO. Chamber
shall supervise the performance of its services and shall be entitled to control the manner and
means by which its services are to be performed, subject to the terms of this Agreement.
5.8 Notice. Any notice required or permitted to be delivered hereunder may be sent
by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
below, or to such other Party or address as either Party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein, unless actually received before:
If intended for GEDCO, to
Attn: Steven Bohnenkamp, President
Georgetown Economic Development
Corporation
City of Georgetown
808 Martin Luther King, Jr. Street
Georgetown, Texas 78626
512.930.6608 – facsimile
With a copy to:
Attn: Charlie McNabb
City Attorney
City of Georgetown
808 Martin Luther King, Jr. Street
Georgetown, Texas 78626
512.931.7657 – facsimile
Page 21 of 40
PAGE 7 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
If intended for Chamber:
Attention: Jim Johnson, President
Georgetown Chamber of Commerce
1 Chamber Way
Georgetown, Texas 78626
512.930.3587 - facsimile
5.9 Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the
Parties hereto.
5.10 Employment of Undocumented Workers. Pursuant to Chapter 2264 of the Texas
Government Code during the term of this Agreement, Chamber, or a branch, division or department
thereof, does not and will not knowingly employ any undocumented worker (as defined in Section
2264.001 of the Texas Government Code) and, if Chamber, or a branch, division or department
thereof, is convicted of a violation of 8 U.S.C. Section 1324a (f), during the term of this Agreement,
Chamber shall repay the amount of the Grant and any other funds received by Chamber from
GEDCO as of the date of such conviction within 120 days after the date Chamber is notified by
GEDCO of such violation, plus interest at the rate of four percent (4%) compounded annually from
the date of conviction until paid. It is agreed that for purposes of this Section, but only if
permissible under Chapter 2264 of the Texas Government Code: (i) that neither Chamber nor a
branch, division or department thereof, shall be liable for a violation of Chapter 2264 of the Texas
Government Code or this Section by a subsidiary, affiliate, or franchisee of Chamber or by a person
with whom Chamber contracts; (ii) neither Chamber nor a branch, division, or department thereof,
shall be deemed to have been “convicted of a violation” until all appeals have been exhausted
and/or the time for all appeals has expired; and (iii) the date that “GEDCO notifies Chamber of the
violation” may not be earlier than the date that Chamber, or a branch, division or department
thereof, has been “convicted of a violation” as provided in the immediately preceding subsection.
(Signature page to follow)
Page 22 of 40
PAGE 8 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
EXECUTED this _______ day of _____________________, 2020.
GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION
By:
Steven Bohnenkamp, President
EXECUTED this _______ day of _____________________, 2020.
GEORGETOWN CHAMBER OF COMMERCE
By:____________________________________
Jim Johnson, President
Page 23 of 40
PAGE 9 AGREEMENT FOR SERVICES (TM 114764)
GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
CERTIFICATION OF CITY COUNCIL APPROVAL
I hereby certify that the foregoing Agreement for Services of the Georgetown Economic
Development Corporation and the Project described therein was approved by the City Council of
the City of Georgetown, Texas, on the _____ day of ____________________, 2020.
THE CITY OF GEORGETOWN, TEXAS
A Texas home-rule municipality
By: _________________________________
Dale Ross, Mayor
By: _________________________________
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
By: _________________________________
Charlie McNabb, City Attorney
Page 24 of 40
EXHIBIT “A”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “A”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “A”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “A”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “B”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “B”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “B”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “B”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “B”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
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EXHIBIT “B”
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GEDCO AND GEORGETOWN CHAMBER OF COMMERCE
Page 34 of 40
PAGE 1 CHAMBER COVID-19 PROGRAM GRANT AGREEMENT (TM 114777)
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
PROGRAM AGREEMENT
This Program Agreement (“Agreement”) is made by and between the Georgetown
Chamber of Commerce, a Texas non-profit corporation (“Chamber”) and the undersigned Eligible
Business (“Eligible Business”) (each a “Party” and collectively the “Parties”), acting by and
through their respective authorized representatives.
WITNESSETH:
WHEREAS, Eligible Business applied to the Chamber for a Program Grant pursuant to
the Chamber COVID-19 Small Business Support and Recovery Grant Program which application
is incorporated herein by reference for all purposes (the “Application”); and
WHEREAS, the Program Committee approved the Application and the Parties desire to
enter this Agreement for the Eligible Business to receive the Program Grant as set forth herein;
and
WHEREAS, Eligible Business represents that the Application is true in all respects and
does not contain any false, misleading or erroneous information; and
NOW THEREFORE, in consideration of the foregoing, and other consideration the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“Application” shall mean the application submitted by Eligible Business to Chamber
pursuant to the Program.
“Bankruptcy or Insolvency” shall mean the dissolution or termination of Party’s existence,
insolvency, employment of receiver for any part of Party’s property and such appointment is not
terminated within ninety (90) days after such appointment is initially made, any general
assignment for the benefit of creditors or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against a Party and such proceedings are not dismissed within
ninety (90) days after the filing thereof.
“Effective Date” shall mean the last date of execution hereof.
“Eligible Business” shall mean the undersigned person or business entity.
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PAGE 2 CHAMBER COVID-19 PROGRAM GRANT AGREEMENT (TM 114777)
“Expiration Date” shall mean the date the Parties have fully satisfied their respective
obligations herein, unless sooner terminated as provided herein.
“Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises,
license and permit fees, and other charges by public or governmental authority, general and special,
ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged,
levied, or imposed by any public or governmental authority on the Eligible Business with respect
to the Property or any property or any business owned by Eligible Business within the City.
“Program” shall mean the Chamber COVID-19 Small Business Support and Recovery
Grant program.
“Program Committee” shall mean the Chamber Committee responsible for the review and
approval of Applications for a Program Grant available under the Program
“Program Grant” shall mean $__________ to be paid by Chamber to Eligible Business
within ten (10) business days after the Effective Date.
Article II
Term
The term of this Agreement shall begin on the Effective Date and continue until the
Expiration Date, unless sooner terminated as provided herein.
Article III
Program Grant
3.1 Subject to the obligation of Eligible Business to repay the Program Grant as
provided herein, and the continued satisfaction of all the terms and conditions of this Agreement
by Eligible Business, Chamber agrees to provide the Program Grant to Eligible Business within
ten (10) business days after the Effective Date.
3.2 Eligible Business agrees to use the Program Grant solely for the uses marked in the
box under Grant Funds in the Application.
3.3 Eligible Business shall provide a written report to Chamber executed by an
appropriate management official of the Eligible Business certifying and confirming the use of the
Program Grant in accordance with this Agreement, and shall provide such records or other
evidence as the Chamber may reasonably request to confirm and verify the Program Grant was
used in accordance with this Agreement.
3.4 Chamber, at its sole costs, shall have the right to inspect and audit the business and
financial records of the Eligible Business relating to the use of the Program Grant.
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PAGE 3 CHAMBER COVID-19 PROGRAM GRANT AGREEMENT (TM 114777)
Article IV
Conditions to Economic Development Loan
The consideration of Chamber to make the Loan shall be conditioned upon the compliance
and satisfaction by Eligible Business of the terms and conditions of this Agreement and each of
the following additional conditions.
4.1 Business Opening. Eligible Business shall, subject to events of Force Majeure, be
open for business and serving the citizen of the City and the public.
4.2 Good Standing. Eligible Business shall not have an uncured breach or default of
this Agreement.
4.3 Continuous Operation. Following the Effective Date and continuing thereafter for
a period of six (6) months, Eligible Business shall continuously operate its business in the City.
Article V
Termination; Repayment
5.1 Termination. This Agreement shall terminate upon any one or more of the
following:
(a) Upon the written agreement of the Parties;
(b) Upon Expiration Date;
(c) Upon written notice by either Party if the other Party breaches any of the terms or
conditions of this Agreement and such breach is not cured within thirty (30) days
after written notice thereof;
(d) Upon written notice by Chamber if Eligible Business suffers an event of
Bankruptcy or Insolvency;
(e) Upon written notice by Chamber if any Impositions owed to City or the State of
Texas by Eligible Business shall become delinquent (provided, however, Eligible
Business retains the right to timely and properly protest and contest any such
Impositions);
(f) Upon written notice by Chamber if Eligible Business has knowingly or
intentionally provided false or misleading information or statements in the
Application or in any report, records or other documentation to Chamber; or
(g) Upon written notice by Chamber if any subsequent Federal or State legislation or
any decision of a court of competent jurisdiction declares or renders this Agreement
invalid, illegal or unenforceable.
5.2. Repayment. In the event the Agreement is terminated by Chamber pursuant to
Section 5.1 (c), (d), (e),(f) or (g), Eligible Business shall immediately repay the Program Grant to
Chamber.
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PAGE 4 CHAMBER COVID-19 PROGRAM GRANT AGREEMENT (TM 114777)
Article VI
Miscellaneous
6.1 Binding Agreement; Assignment. This Agreement shall be binding upon and inure
to the benefit of the heirs, successors, affiliates, administrators, executors, and permitted assigns
of the respective Parties. This Agreement may not be assigned by Eligible Business without the
prior written consent of Chamber.
6.2 Limitation on Liability. It is acknowledged and agreed by the Parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the Parties. It is understood and agreed between the Parties that Eligible Business, in satisfying
the conditions of this Agreement, has acted independently, and Chamber assumes no
responsibilities or liabilities to third parties in connection with these actions.
6.3 Authorization. Each Party represents that it has full capacity and authority to grant
all rights and assume all obligations that are granted and assumed under this Agreement. Eligible
Business represents and warrants to Chamber that Eligible Business is a duly formed, validly
existing Texas business in good standing under the laws of the State of Texas and is authorized to
transact business in the State of Texas.
6.4 Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the Party at the address set forth above the signature block of the
Party or on the day actually received as sent by courier or otherwise hand delivered.
6.5 Entire Agreement. This Agreement is the entire Agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the Parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
6.6 Governing Law. This Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
Williamson County, Texas. The Parties agree to submit to the personal and subject matter
jurisdiction of said Court.
6.7 Amendment. This Agreement may be amended by the mutual written agreement
of the Parties.
6.8 Legal Construction. In t he event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
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PAGE 5 CHAMBER COVID-19 PROGRAM GRANT AGREEMENT (TM 114777)
6.9 Recitals. The recitals to this Agreement are incorporated herein.
6.10 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
6.11 Exhibits. Any exhibits to this Agreement are incorporated herein by reference for
the purposes wherever reference is made to the same.
6.12 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
(signatures on following page)
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PAGE 6 CHAMBER COVID-19 PROGRAM GRANT AGREEMENT (TM 114777)
EXECUTED this _______ day of _____________________, 2020.
GEORGETOWN CHAMBER OF COMMERCE
1 Chamber Way
Georgetown, Texas 78626
512.930.3535 – telephone
512.930.3587 - facsimile
By:____________________________________
Jim Johnson, President
EXECUTED this _______ day of _____________________, 2020.
ELIGIBLE BUSINESS
NAME: (INSERT NAME OF BUSINESS)
BUSINESS ADDRESS (INSERT ADDRESS OF BUSINESS)
By:
Name:
Title:
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