MINORITY AND WOMEN BUSINESS INITIATIVE PROGRAM
FUNDING AGREEMENT The Leak Doctor, Incorporated THIS
MINORITY AND WOMEN BUSINESS INITIATIVE PROGRAM FUNDING AGREEMENT (hereinafter
referred to as the 00greement00 is made and entered into by and
between the Community Redevelopment Agency of the City of Orlando,
a public body corporate and politic of the State of Florida created
pursuant to Part III, Chapter 163, Florida Statutes (hereinafter referred
to as the 00RA00, the principal address of which is Orlando City
Hall, 6th Floor, 400 S. Orange Ave., Orlando, Florida 32801,
and The Leak Doctor Incorporated, a Florida for-profit corporation
(hereinafter referred to as 00he Leak Doctor00, the principal address
of which is 421 West Robinson Street, Orlando, Florida 32801 (hereinafter
singularly referred to by their respective designation contained hereinabove,
or as the 00arty00 and collectively as the 00arties00.
WHEREAS,
the CRA was created as a public body corporate and politic of the State
of Florida, for the purposes of the community redevelopment objectives
of Part III, Chapter 163, Florida Statutes; and
WHEREAS,
in an effort to accomplish the objectives of Part III, Chapter 163,
Florida Statutes, and further implement the Downtown Orlando Community
Redevelopment Plan adopted pursuant thereto, the CRA has adopted and
established the Minority and Women Business Initiative Program (hereinafter
referred to as the 00rogram00, which provides CRA financial assistance
towards certain specified start-up, retention, or relocation costs and
expenses for eligible enterprises within the Program00 Target Area
(00arget Area00 within Downtown Orlando; and
WHEREAS,
the CRA has found and declared that the Program serves an important
and significant public purpose and is necessary and proper in order
to promote the health, safety, and welfare of the public by furthering
the eradication of slum and blight by providing vibrant retail within
the Program00 Target Area; and
WHEREAS,
the retention and expansion of The Leak Doctor00 business will further
the CRA objective of retaining existing neighborhood businesses within
the Program00 Target Area; and
WHEREAS,
The Leak Doctor is eligible for CRA financial assistance pursuant to
the Program because it is an existing for-profit small plumbing consulting
business that is located in a facility owned by its affiliate, 421 West
Robinson Street, Inc., which is located within the Program00 Target
Area; and
WHEREAS,
The Leak Doctor is seeking assistance under the Program in the form
of reimbursement for capital equipment and marketing expenses; and
WHEREAS,
in order to offset such expenses of the business, the CRA, upon recommendation
by the MEBA Advisory Board and CRA Advisory Board, awarded funding in
the amount of up to Thirty Thousand Dollars and no cents ($30,000.00)
to be given pursuant to and contingent upon the terms of this Agreement;
and
NOW, THEREFORE, in consideration of the promises and covenants
set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the CRA and The Leak
Doctor agree as follows:
Funding. The CRA shall provide funding pursuant to this section only within the first twelve (12) months of the Effective Date of this Agreement. Therefore, in order to ensure payment by the CRA within such twelve month period, requests for reimbursement (and supporting documentation) shall be submitted by The Leak Doctor within the first eleven (11) months following the Effective Date. Subject to The Leak Doctor complying with the conditions contained in section 3 hereunder, the CRA shall provide funding up to the amount of Thirty Thousand Dollars and no cents ($30,000.00) in accordance with the following payment schedule:
a. Upon
providing invoices, receipts, and other appropriate documentation of
the expenditures made by The Leak Doctor, deemed acceptable by the Executive
Director of the CRA, the CRA shall pay to The Leak Doctor up to Thirty
Thousand Dollars and no cents ($30,000.00) as reimbursement for purchases
made in the following categories associated with the retention and expansion
of the business in the Target Area. The amounts which the CRA
will reimburse for a particular item(s) within a category will be the
actual amount of The Leak Doctor00 expenditure for such item(s) as
reflected in the documentation provided to the CRA by The Leak Doctor
as required by this section. However, the amount reimbursed will
not exceed the amount allocated below.
b.
If all items for above categories have been purchased and the amount
the CRA has reimbursed The Leak Doctor is less than $30,000.00, The
Leak Doctor may use the remaining funds for other item(s) not included
in the proposal submitted, but that are associated with the retention
and expansion of the business, upon approval by the Executive Director
of the CRA, provided that the total amount reimbursed The Leak Doctor
during the term of this Agreement does not exceed $30,000.00.
c.
Funds allocated to a specific category listed above cannot be shifted
in whole or in part to another category without approval from the Executive
Director of the CRA or his/her designee.
The Leak Doctor shall continue to operate as 00he Leak Doctor00at the facility located at 421 West Robinson Street, Orlando, Florida, or at another facility located within the Target Area.
The Leak Doctor shall, at a minimum, be open for business at least five (5) days a week and at least eight (8) hours per day for a minimum of forty (40) hours each workweek.
The Leak Doctor shall include the official Downtown Orlando logo on all of The Leak Doctor00 electronic and print advertising and promotional materials, and shall display the Downtown Orlando logo and the Minority and Women Entrepreneur Business Assistance logo, as provided by the City, on the front main entrance door of the business.
The Leak Doctor shall install dynamic and highly visible identification signage. All signage must comply with the sign regulations of the City of Orlando and are subject to the approval of the City of Orlando Downtown Development Board Design Review Committee (hereinafter referred to as the 00RC00.
The Leak Doctor shall become a member and shall maintain active membership in the Greater West Side Downtown Merchants Association throughout the term of this Agreement.
The Leak Doctor shall maintain active, transparent, and clear storefront windows.
The Leak Doctor shall seek technical assistance from an economic development organization or company, approved by the CRA Executive Director, or his or her designee, in certain areas including, but not limited to, accounting and bookkeeping training, and to obtain assistance in developing a marketing plan for the business. The Leak Doctor shall submit such marketing plan to the CRA within three (3) months of the Effective Date of this Agreement. The Leak Doctor shall continue to seek technical assistance from such economic development organization or company on an as needed basis to address business strategy and marketing.
Beginning within the first three (3) months of opening, The Leak Doctor shall contribute to the community through participation in an event within the downtown area of the City of Orlando, such as the Sunday Eola Market, at least once per quarter throughout the term of this Agreement.
Community Involvement. During the term of this Agreement, the CRA encourages The Leak Doctor, to the extent possible, to sponsor downtown/local events and to exhibit the works of local artists in the business.
Progress and Financial Reporting. During the term of this Agreement, The Leak Doctor shall submit quarterly reports to the CRA00 Executive Director or Staff Member for the Minority/Women Entrepreneur Business Assistance Program. Such reports shall demonstrate The Leak Doctor00 compliance with the Conditions to Funding enumerated in Section 3 herein and shall be in a form that is acceptable to the CRA00 Executive Director. Such reports shall also include the number of clients served and profit and loss statements. The Leak Doctor shall also make representatives available to present updates to the MEBA Advisory Board, CRA Advisory Board or CRA Board on a quarterly basis and as otherwise requested by CRA staff.
Covenants, Representations, and Acknowledgements of The Leak Doctor. The Leak Doctor hereby covenants, represents, and acknowledges the following:
The Leak Doctor has or will obtain all federal, state, and local permits or other government authorizations and approvals required by law in order to operate the business at 421 W. Robinson Street, Orlando, Florida, or at any another future facility located within the Target Area.
The Leak Doctor shall at all times be in compliance with the Orlando City Code, including, but not limited to, code sections pertaining specifically to planning, zoning and permitting, and The Leak Doctor shall maintain a current and valid City of Orlando occupational license (also referred to as 00usiness tax receipt00 or licenses at all times. This part is not intended to preclude the City of Orlando from granting The Leak Doctor certain waivers, exemptions, or variances as allowed under the Orlando City Code.
The Leak Doctor shall make timely payment of any and all taxes owed by The Leak Doctor.
The Leak Doctor has not and will not apply for funding through The City of Orlando Business Assistance Program or The Arts and Culture Assistance Program.
Books and Records. The Leak Doctor shall compile and maintain accurate books and records indicating its compliance with the requirements of this Agreement, and shall make such records available at a mutually agreed upon time for inspection and/or audit by the CRA during regular business hours.
8.
Default. The following events or conditions shall constitute
a default and breach of this Agreement by The Leak Doctor, and shall
entitle the CRA to immediately cease any payments contemplated herein
to The Leak Doctor, to seek reimbursement of any funds already paid
by the CRA to The Leak Doctor, and to terminate this Agreement upon
ten (10) days written notice to The Leak Doctor:
The Leak Doctor00 failure to maintain and operate the business, except for normal U.S. holidays, as required in Section 3(b) herein at anytime during the term of this Agreement. (A temporary closure may only be permitted with prior written approval of the CRA.)
The Leak Doctor00 abandonment or closing of the business without prior notice to the CRA.
Foreclosure proceedings are filed against 421 West Robinson Street, Inc.
The Leak Doctor00 sale of the business or change of the current business that would not independently qualify for the Program.
The Leak Doctor00 prepayment of any portion of any business loan for The Leak Doctor or withdrawal from any business accounts when the working capital of the business is not in excess of twenty thousand dollars ($20,000.00) as such figure is verified by the CRA00 Executive Director.
Failure of
the CRA to declare a default shall not constitute a waiver of any rights
by the CRA. Furthermore, the waiver of any default by the CRA
shall in no event be construed as a waiver of rights with respect to
any other default, past or present.
9. Indemnification.
To the extent permitted by law, The Leak Doctor shall indemnify, defend
and hold harmless the CRA, its agents, employees, and elected and appointed
officials, including the Advisory Boards to the CRA and their members,
from and against all claims, damages, losses, and expenses (including
all attorneys00costs and fees reasonably and actually incurred, and
all attorneys00costs and fees on appeal) arising out of or resulting
from The Leak Doctor00 performance under this Agreement, and which
are caused in whole or in part by The Leak Doctor, its agents, employees
or subcontractors, anyone directly or indirectly employed by any of
them, or anyone for whose acts any of them may be liable.
10.
Bankruptcy. In the event (a) an order or decree is entered
appointing a receiver of The Leak Doctor or its assets, which is not
appealed (or if appealed is determined adverse to The Leak Doctor) or
(b) a petition is filed by The Leak Doctor for relief under federal
bankruptcy laws or any other similar law or statute of the United States,
which action is not dismissed, vacated or discharged within sixty (60)
days after the filing thereof, then the CRA shall have the right to
terminate immediately this Agreement.
11.
Force Majeure. The parties shall use reasonable diligence
to ultimately accomplish the purpose of this Agreement but shall not
be liable to each other, or their successors or assigns, for breach
of contract, including damages, costs, and attorney00 fees (including
costs or attorney00 fees on appeal) as a result of such breach, or
otherwise for failure to timely perform its obligations under this Agreement
occasioned by any cause beyond the reasonable control and without the
fault of the parties. Such causes may include but shall not limited
to acts of God, acts of terrorism or of the public enemy, acts of other
governments (including regulatory entities or courts) in their sovereign
or contractual capacity, fires, hurricanes, tornadoes, floods, epidemics,
quarantines, restrictions, strikes, substantial shortages of building
materials within the Orlando Metropolitan Area, or failure or breakdown
of transmission or other facilities (00orce Majeure00. Notwithstanding
anything herein to the contrary, if The Leak Doctor or the CRA is delayed,
hindered or prevented in or from performing its respective obligations
under this Agreement by any occurrence or event of Force Majeure, then
the period for such performance shall be extended for the period of
such performance is delayed, hindered or prevented, and the party delayed,
hindered or prevented in or from performing shall not be deemed in breach
hereunder.
12. Agency.
The Leak Doctor and CRA, and their agents, contractors, and subcontractors,
shall perform all activities that are contained herein as independent
entities and not as agents of each other.
13. Third-party
Beneficiaries. This Agreement is solely for the benefit of
the parties signing hereto and their successors and assigns, and no
right, nor any cause of action, shall accrue to or for the benefit of
any third party.
14.
Binding Nature of Agreement. This Agreement shall be binding,
and shall inure to the benefit of the successors or assigns of the parties
hereto, and shall be binding upon and inure to the benefit of any person,
firm, or corporation that may become the successor in interest, directly
or indirectly, to the Business, or any portion thereof.
15. Controlling
law and venue. This Agreement and the provisions contained
herein shall be construed, controlled, and interpreted according to
the laws of the State of Florida, and all duly adopted ordinances, regulations,
and policies of the City of Orlando now in effect and those hereinafter
adopted. Unless otherwise specified in this Agreement for a particular
issue, all City ordinances, rules, regulations and policies are applicable.
The location for settlement of any and all claims, controversies, or
disputes, arising out of or relating to any part of this Agreement,
or any breach hereof, shall be Orange County, Florida.
16. No
Liability or Monetary Remedy. The Leak Doctor hereby acknowledges
and agrees that it is sophisticated and prudent in business transactions
and proceeds at its own risk under advice of its own counsel and advisors
and without reliance on the CRA, and that the CRA bears no liability
for direct, indirect or consequential damages arising in any way out
of this Agreement. The only remedy available to The Leak Doctor
for any breach by the CRA is one of mandamus to require the CRA00
specific performance under the terms and conditions of this Agreement.
17.
Relationship. This Agreement does not evidence the creation
of, nor shall it be construed as creating, a partnership or joint venture
between The Leak Doctor and the CRA. The Leak Doctor cannot create
any obligation or responsibility on behalf of the CRA or bind the CRA
in any manner. Each party is acting for its own account, and it
has made its own independent decisions to enter into this Agreement
and as to whether the same is appropriate or proper for it based upon
its own judgment and upon advice from such advisors as it has deemed
necessary. Each party acknowledges that it is not acting as a
fiduciary for or any advisor to the other in respect to this Agreement
or any responsibility or obligation contemplated herein. The Leak
Doctor further represents and acknowledges that no one was paid a fee,
commission, gift, or other consideration by The Leak Doctor as an inducement
to entering into this Agreement.
18. Personal
Liability. No provision of this Agreement is intended, nor
shall any be construed, as a covenant of any official (either elected
or appointed), director, employee or agent of the CRA in an individual
capacity and neither shall any such individuals be subject to personal
liability by reason of any covenant or obligation of the CRA contained
herein.
19. Entire
Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the specific matters contained herein
and supersedes all previous discussions, understandings, and agreements.
Any amendments to or waiver of the provisions herein shall be made by
the parties in writing.
20. Severability.
If a sentence, phrase, paragraph, provision, or portion of this Agreement
is for any reason held invalid or unconstitutional by any court of competent
jurisdiction, such portion shall be deemed an independent provision
and such holding shall not affect the validity of the remaining portion
hereto.
21. Estoppel
Letter. Upon the request of The Leak Doctor or one of its
lenders, the CRA hereby agrees to furnish a letter stating whether (i)
this Agreement is in full force and effect, (ii) there are any defaults
under this Agreement and, if any, identify them, and (iii) all amounts
due and payable hereunder have been paid in full, and, if not, the outstanding
balances hereunder. Such letter shall be furnished within ten
(10) days after request therefore.
22. Notices.
Any notice required or allowed to be delivered hereunder shall be in
writing and deemed to be delivered when (i) hand delivered to the person
hereinafter designated, or (ii) upon receipt of such notice when deposited
in the United States Mail, postage prepaid, certified mail, return receipt
requested, addressed to the party at the address set forth opposite
the party00 name below, or at such other address as the applicable
party shall have specified, from time to time, by written notice to
the other party delivered in accordance herewith:
CRA: Thomas Chatmon
Executive Director
Community Redevelopment Agency
Orlando City Hall
400 S. Orange Ave.
Orlando, Florida 32801
Copy to: Victoria Cecil
Assistant City Attorney
Orlando City Hall
400 S. Orange Ave.
Orlando, Florida 32801
The Leak
Doctor: George E. Surry
c/o The Leak Doctor
421 W. Robinson Street
Orlando, Florida 32801
21. Assignment.
The Leak Doctor shall not assign this Agreement without the prior and
written consent of the CRA.
22. Term.
The term of this Agreement shall be three (3) years, commencing on the
Effective Date.
23. Effective
Date. This Effective Date of this Agreement shall be the date
upon which all parties have fully executed the Agreement.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on the day and year indicated below.
The Leak Doctor, Incorporated
_____________________________________
_____________________
Date
_____________________________________
Name
_____________________________________
Title
ATTEST:
_____________________________
Secretary
Sign: _____________________________
Name: _____________________________
STATE OF FLORIDA
COUNTY OF ORANGE
The
forgoing instrument was acknowledged before me this _____ day of _________,
2007, by ___________________________________, the __________________________
of The Leak Doctor, Incorporated, on behalf of the company. He/she
is personally known to me or has produced _______________________________________
as identification.
_____________________________________
Notary Public
_____________________________________
Name
_____________________
Date
_____________________________________
Commission Expires
For
the Community Redevelopment Agency
_____________________________________
Buddy Dyer, Chairman
_____________________
Date
ATTEST:
__________________________________
Thomas C. Chatmon, Jr.
Executive Director,
CRA
Approved as
to form and legality for the use and reliance of the CRA only:
__________________________________
Assistant City Attorney
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