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HomeMy WebLinkAboutUniversity of Central Florida Research Foundation, Inc./Winter Springs Incubator Economic Development Funding Agreement (With Modifications 1-7) 2013 10 28 - 2023 08 31UCFRF/WINTER SPRINGS INCUBATOR ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS ECONOMIC DEVELOPMENT FUNDING AGREEMENT ( "AGREEMENT ") is made and entered into this 1' day of October, 2013 ( "Effective Date "), by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation ( "CITY ") and THE UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC., a Florida not for profit, direct support organization acting on behalf and as an instrumentality of the University of Central Florida ( "UCF ") and having an address of 12201 Research Parkway, Suite 501, Orlando, FL 32826. W I TNESSETH: WHEREAS, it is the desire ofthe City to aggressively stimulate economic growth in the City by attracting new industries and businesses to the City, by encouraging the expansion of existing industries and businesses within the City, and by fostering the creation and growth of new industries and businesses in the City and WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues resulting from such industry or business expansion and relocation within the City is beneficial to the local economy; and WHEREAS, UCFRF desires to continue support for the business development incubator in Winter Springs, Florida; and WHEREAS, the business incubator currently serves as a business development program for new and growing businesses in Winter Springs and Seminole County; and WHEREAS, the UCFRF/Winter Springs business incubator facility is located within the City of Winter Springs at the Vistawilla Office Center located on State Road 434 and WHEREAS, in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray the on -going maintenance costs associated with the UCFRF /Winter Springs incubator; and WHEREAS, the City desires to make the financial contribution in furtherance of the municipal purpose of enhancing and expanding economic activity within its jurisdictional borders under section 166.021(9), Florida Statutes; and WHEREAS, the parties recognize, this Agreement is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS, the parties agree that the Agreement provided by the City hereunder is for the benefit of the public health, safety, welfare, and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. E�.:onomie De�elopinent Grant Asreemeru t_'CPRF — Bushicss Incubator Program PwwIof NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received the parties agree as follows: 1.0 Recitals. The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. 2.0 Definitions. For purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise: (a) "Effective Date" shall be October 1, 2013 and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. (b) "Grant" shall mean the monies paid by the City to UCFRF in accordance with paragraph 4.0 of this Agreement. (c) "Work" or "Municipal Services" shall be used interchangeably and shall refer to the performance of the services outlined in paragraph 5.0 of this Agreement. (d) "Wrongfully Expended Funds" is defined in paragraph 11.0 of this Agreement. 3.0 Eneaeement. The City hereby engages UCFRF and UCFRF agrees to perform the Municipal Services outlined in paragraph 5.0 of this Agreement and under the terms and conditions herein. 4.0 Payment of Grant Funds. Upon execution of this Agreement, the City agrees to pay to UCFRF Two Hundred Twenty Five Thousand and No /100 Dollars ($225,000.00). The payment shall be in equal annual installments of Seventy Five Thousand and No /100 Dollars ($75,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. The first installment shall be due upon the Effective Date. The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida Research Foundation, Inc. and remitted to the attention of Ed Jacobs, UCF Research Foundation, Chief Financial Officer, 12201 Research Parkway, Suite 501, Orlando, Florida 32826. 5.0 Municipal Services. The UCFRF agrees to commit to the City that it will operate the business incubator program within the City of Winter Springs for a minimum of three (3) years from the Effective Date provided the annual payment is made in accordance with Section 4.0 of this Agreement. The business incubator program shall be located in a minimum of 10,000 square feet of office space at the Vistawilla Office Center on State Road 434. 6.0 Proeress Reports. Upon request by the City, UCFRF shall submit a written progress report (bi- annual or annual) as to the status of the business incubator program set forth in this Agreement. The report shall provide sufficient and reasonable detail regarding the expenditure of the funds provided by the City hereunder, as well as the status and success of the business incubator program. If the detail is not sufficient in the City Manager's reasonable discretion to permit the City to determine compliance with this Agreement, the City may seek more reasonable detail from UCFRF. [:conomic Dcrelopineut Grant :igrecmew IL CYRF — Business Incut?at,)r Prc+grrm f'a_e 2 of 7.0 Compliance with Laws. UCFRF shall be responsible for complying with all applicable laws, ordinances, rules, regulations, and lawful orders of any public authority regarding the location and operation of the Winter Springs business incubator program. 8.0 Work is a Private Undertaking. With regard to the location and operation of the Winter Springs business incubator program, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and the UCFRF Provider is such that UCFRF is an independent contractor and not an agent of the City. UCFRF, its contractors, partners, agents, and their employees are independent contractors and not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and UCFRF, its contractors, partners, employees, or agents, under this Agreement. 9.0 Compliance Monitoring. UCFRF agrees that City control and monitoring of the Grant being provided hereunder is necessary to insure that UCFRF is expending said funding in furtherance of the municipal purposes declared by the City in this Agreement. 10.0 A u d i t a n d I n s p e c t i o n s. UCFRF agrees that any records with respect to UCFRF's expenditure of the funds provided under this Agreement shall be made available to the City, at any time during normal business hours, as often as the City deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports prepared by the City must be fully cleared by UCFRF within thirty (30) days after notice of said deficiencies by UCFRF. Failure of UCFRF to comply with the above audit requirements will constitute a material breach of this Agreement and may result, at the sole discretion of the City, in the withholding of future grants or funds or immediate return to the City of the Grant provided by this Agreement. 11.0 Representations and Warranties Regardipg Grant. UCFRF represents and warrants that it shall use the Grant received from the City under this Agreement for the sole purpose of defraying the on -going cost of operating a business incubator program as provided under Paragraph 5.0 herein. In the event UCFRF fails to expend the Grant for said purpose (Wrongfully Expended Funds), UCFRF shall fully reimburse the City the Wrongfully Expended Funds, plus interest calculated at maximum rate allowable under Florida law per annum. If the City must take any legal action to collect any Wrongfully Expended Funds, UCFRF shall be liable for all costs incurred by the City to collect such Funds including, but not limited to, reasonable attorney's fees, filing fees, and other costs. 12.0 Promotion of Business Incubator. Either party may issue news releases, public announcements, advertisements, or other faults of publicity concerning its efforts in connection with this Agreement. 13.0 Constitutional -limitations:. Severability. The terms and conditions of this Agreement placed upon the City are applicable only to the extent they are within and consistent with the constitutional and statutory limitation of the authority of the City. Specifically, the parties acknowledge that the City is without authority to grant or pledge a security interest in any of the City's revenue unless approved by the voters of Winter Springs in a duly held election for that specific purpose. Should any paragraph or any part of any paragraph of this Agreement be rendered void, invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or unenforceable any other paragraph or any part of any paragraph in this Agreement. Economic Devvlopmem Grant A"n-Ccmrnt [ VI RI — 1311,inrss Incubator Program Page 3 of 14.0 Choice of Law Venue. This Agreement has been made and entered into in the State of Florida, County of Seminole, and the laws of such state shall govern the validity and interpretation of this Agreement and the performance due hereunder. The parties agree that venue shall be exclusively in Seminole County, Florida, for all state court actions or disputes which arise out of or based upon this Agreement, and in Orlando, Florida for all federal court actions or disputes which arise out of or are based upon this Agreement. 15.0 Inteeration: Modification. The drafting, execution, and delivery of this Agreement by the Parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. Modifications of this Agreement shall only be made in writing signed by both parties. 16.0 Attorney's Fees. Unless otherwise provided herein, each party agrees to bear their own attorney's fees and costs in furtherance of this Agreement. 17.0 HeadiRILAll headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 18.0 W fiver. Any waiver by City of any breach or violation of UCFRF's obligations under this Agreement shall not be construed as a continuing waiver or consent to any subsequent breach or violation. 19.0 Notices. Communication and details concerning this Agreement shall be directed to the following contact representatives: City of Winter Springs: Attn: Kevin Smith, City Manager City of Winter Springs 1126 E. State Road 434 Winter Springs, Florida 32708 (407) 327 -5957 with copy to: Anthony A. Gareanese, City Attorney P.O. Box 2873 Orlando, Florida 32802 -2873 407 -425 -9566 University of Central Florida Research Foundation, Inc.: Attn: Tamara Gabrus University of Central Florida Office of Research & Commercialization 12201 Research Parkway, Suite 501 Orlando, Florida 32826 -3246 (407) 823 -1294 E.cnnomi� Uc��Iz7lmient C'nant - ���reemti�t l'E�FRF - E3u,inev, fncubtab,r }'rc+:.rani The foregoing addresses and representatives may be amended by any party at any time during the term of this Agreement by providing the other party written notice of said amendment. 20.0 Termination: Termination by Parties This Agreement shall terminate three years (3) from the Effective Date, unless sooner terminated by the City or UCFRF. The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances, any funds provided by the City shall be repaid to the City. The City may also terminate this Agreement if the City Commission elects (at its sole discretion) during the City's annual budget adoption process not to budget and appropriate the annual installment payment required under Paragraph 4.0. UCFRF may terminate this Agreement if the City fails to make the payments required under Paragraph 4.0. 21.0 Indemnification and Hold Harmless. Each party to the Agreement is responsible for all personal injury and property damage attributable to the negligent act or omissions of that party and officers, employees, and agents thereof. The parties further agree that nothing contained herein shall be construed or interpreted as denying to any party any remedy or defense available to such parties under the laws of the State of Florida, nor as a waiver of sovereign immunity of either party beyond the waiver provided for in Section 768.28, Florida Statutes. 22.0 Assignment. This Agreement and the Grant provided hereunder shall not be assigned by the UCFRF without the prior written consent of the City. 23.0 No City Obligation for Future Funds. No provision in this Agreement shall be construed as requiring the City to provide additional funds for business incubator program in the future, other than as specifically provided herein. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. CITY OF WINTER SPR GS Kev' L. Smith t ' manager {Date) ` UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC. KI'm Smith, UCF Research Foundation Director / 1 20// � (Date) 7 as Form and tep t 1I\U1to%3 Economic Development Grant Agreemeni UCFRF — Business Incubator Program Pav>e5of5 FIRST MODIFICATION TO UCFRFAVINTER SPRINGS INCUBATOR ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS FIRST MODIFICATION TO ECONOMIC DEVELOPMENT FUNDING AGREEMENT ("FIRST MODIFICATION") is made and, entered into this / 8 day of January, 2017 by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs, FL 32708 ("CITY") and THE UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC., a Florida not for profit, direct support organization of the University of Central Florida whose address is 12201 RESEARCH PKWY, SUITE 501, ORLANDO, FL 32826-3246 ("UCFRF"). WITNESSETH: WHEREAS, the parties hereto previously entered into an Economic Development Funding Agreement with an effective date of October 1, 2013, and this First Modification to Economic Development Funding Agreement provides for the extension of said Agreement, addressing the same matters indicated therein; and WHEREAS, it remains the desire of the City to aggressively stimulate economic growth in the City by attracting new industries and businesses to the City, by encouraging the expansion of existing industries and businesses within the City, and by fostering the creation and growth of new industries and businesses in the City; and WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues resulting from such industry or business expansion and relocation within the City is beneficial to the local economy; and WHEREAS, UCFRF desires to continue support for the business development incubator in Winter Springs, Florida; and WHEREAS, the business incubator continues to serve as a business development program for new and growing businesses in Winter Springs and Seminole County; and WHEREAS, the UCFRF/Winter Springs business incubator facility remains located within the City of Winter Springs at the Vistawilla Office Center located on State Road 434; and WHEREAS, in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray the on-going maintenance costs associated with the UCFRF/Winter Springs incubator; and WHEREAS, the City continues to desire to make the financial contribution in furtherance of the municipal purpose of enhancing and expanding economic activity within its jurisdictional borders under section 166.02](9), Florida Statutes; and WHEREAS, the parties recognize, this First Modification is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS, the parties desire to enter this First Modification to Economic Development Funding Agreement, amending the term to continue for an additional two years, as further provided herein; and First Modification to Economic Development Grant Agreement UCFRF — Business Incubator Program Page 1 of 3 WHEREAS, the parties agree that the First Modification provided by the City hereunder is for the benefit of the public health, safety, welfare, and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. NOW THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received the parties agree as follows: Section 1. Recitals. The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. Section 2. Amendments. All provisions of the Agreement not amended by this First Modification shall remain as stated in the Agreement, and shall remain in full force and effect. To the extent of any conflict between the provisions of this First Modification and the Agreement, the conflicting provisions in this First Modification shall prevail. The Agreement is hereby amended as follows: (A) Section 4.0 is hereby deleted in its entirety and shall be replaced with the following language: 4.0 Pat-ment of Grant Funds. The City agrees to pay to UCFRF One Hundred and Fifty Thousand and No/100 Dollars ($150,000.00). The payment shall be in equal annual installments of Seventy Five Thousand and No/100 Dollars ($75,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. The first installment has been budgeted by the City Commission and shall be due on or before February 17, 2017. The second installment shall be due on or before October 31, 2017. The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida and remitted to the attention of Miefaf Tadesse, 4365 Andromeda Loop N, Milican Hall Ste. 110, Orlando, Florida 32816. (B) Section 5.0 is hereby deleted in its entirety and shall be replaced with the following language: 5.0 Municipal Services. The UCFRF agrees to commit to the City that it will operate the business incubator program within the City of Winter Springs until at least October 1, 2018 provided the annual payment is made in accordance with Section 4.0 of this Agreement. The business incubator program shall be located in a minimum of 10,000 square feet of office space at the Vistawilla Office Center on State Road 434. (C) Section 19.0 is hereby deleted in its entirety and shall be replaced with the following language: 19.0 Notices. Communication and details concerning this Agreement shall be directed to the following contact representatives: City of Winter Springs: Attn: Kevin Smith, City Manager City of Winter Springs 1126 E. State Road 434 Winter Springs, Florida 32708 First Modification to Economic Development Grant Agreement UCFRF — Business Incubator Program Page 2 of 3 (407) 327-5957 with copy to: Anthony A. Garganese, City Attorney P.O. Box 2873 Orlando, Florida 32802-2873 407-425-9566 University of Central Florida Research Foundation, Inc.: Attn: Kim Smith UCFRF of Central Florida Office of Research & Commercialization 12201 Research Parkway, Suite 501 Orlando, Florida 32826-3246 (407) 823-3062 The foregoing addresses and representatives may be amended by any party at any time during the term of this Agreement by providing the other party written notice of said amendment (D) Section 20.0 is hereby deleted in its entirety and shall be replaced with the following language: 20.0 Termination: Termination bN Parties. This Agreement shall terminate on October 1, 2018, unless sooner terminated by the City or UCFRF. The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances, any funds provided by the City shall be repaid to the City. The City may also terminate this Agreement if the City Commission elects (at its sole discretion) during the City's annual budget adoption process not to budget and appropriate the annual installment payment required under Paragraph 4.0. UCFRF may terminate this Agreement if the City fails to make the payments required under Paragraph 4.0. (E) This First Modification shall take effect immediately upon execution by the City and the UCFRF. Illy WITNESS WHEREOF, the parties have executed this First Modification on the dates indicated below. CITY OF WINTER SPRINGS Kevin L. ,� :-�_ih, City Manager Uate UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION Kim Smith, Director and Chief Operating Officer Date First Modification to Economic Development Grant Agreement UCFRF — Business Incubator Program Page 3 of 3 SECOND MODIFICATION TO UCFRF/WINTER SPRINGS INCUBATOR ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS SECOND MODIFICATION TO ECONOMIC DEVELOPMENT FUNDING AGREEMENT ("Second Modification") is made and entered into this day of October, 2018, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs, FL 32708 ("CITY") and THE UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC., a Florida not for profit, direct support organization of the University of Central Florida whose address is 12201 RESEARCH PKWY, SUITE 501, ORLANDO, FL 32826-3246 ("UCFRF"). WITNESSETH: WHEREAS, the parties hereto previously entered into an Economic Development Funding Agreement with an effective date of October 1, 2013, which Agreement had an initial term of three (3) years; and WHEREAS, on January 18, 2017, the parties entered into a First Modification to Economic Development Funding Agreement which provided for the extension of said Agreement through October 1, 2018;and WHEREAS,the parties desire to further extend the term of the Agreement for an additional year; and WHEREAS, it remains the desire of the City to aggressively stimulate economic growth in the City by attracting new industries and businesses to the City, by encouraging the expansion of existing industries and businesses within the City, and by fostering the creation and growth of new industries and businesses in the City; and WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues resulting from such industry or business expansion and relocation within the City is beneficial to the local economy; and WHEREAS,UCFRF desires to continue support for the business development incubator in Winter Springs, Florida; and WHEREAS, the business incubator continues to serve as a business development program for new and growing businesses in Winter Springs and Seminole County; and WHEREAS, the UCFRF/Winter Springs business incubator facility remains located within the City of Winter Springs at the Vistawilla Office Center located on State Road 434; and WHEREAS, in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray the on-going maintenance costs associated with the UCFRF/Winter Springs incubator; and WHEREAS, the City continues to desire to make the financial contribution in furtherance of the municipal purpose of enhancing and expanding economic activity within its jurisdictional borders under section 166.021(9), Florida Statutes; and Second Modification to Economic Development Grant Agreement UCFRF®Business Incubator Program Page 1 of 3 WHEREAS, the parties recognize this Second Modification is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS, the parties desire to enter this Second Modification to Economic Development Funding Agreement, amending the term to continue for one additional year,as further provided herein; and WHEREAS,the parties agree that the Second Modification provided by the City hereunder is for the benefit of the public health, safety, welfare, and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received, the parties agree as follows: Section 1. Recitals. The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. Section 2. Amendments. All provisions of the Agreement not amended by this Second Modification shall remain as stated in the Agreement and First Modification, and shall remain in full force and effect. To the extent of any conflict between the provisions of this Second Modification and the Agreement or First Modification, the conflicting provisions in this Second Modification shall prevail. The Agreement is hereby amended as follows: (A) Section 4.0 is hereby deleted in its entirety and shall be replaced with the following language: 4.0 Pq ment of Grant Funds. The City agrees to pay to UCFRF a lump sum of Seventy Five Thousand and No/100 Dollars ($75,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. This lump sum payment has been budgeted by the City Commission and shall be due on or before February 1, 2019. The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida and remitted to the attention of Miefaf Tadesse, 4365 Andromeda Loop N, Millican Hall Ste. 110, Orlando, Florida 32816. (13) Section 5.0 is hereby deleted in its entirety and shall be replaced with the following language: 5.0 Municipal Services. The UCFRF agrees to commit to the City that it will operate the business incubator program within the City of Winter Springs until at least October 1, 2019 provided the annual payment is made in accordance with Section 4.0 of this Agreement. The business incubator program shall be located in a minimum of 10,000 square feet of office space at the Vistawilla Office Center on State Road 434. (C) Section 20.0 is hereby deleted in its entirety and shall be replaced with the following language: 20.0 Termination: Termination b Parties. This Agreement shall terminate on October 1, 2019, unless sooner terminated by the City or UCFRF. The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances, any funds provided by the City shall be Second Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 2 of 3 repaid to the City. UCFRF may terminate this Agreement if the City fails to make the payment required under Paragraph 4.0. (E) This Second Modification shall take effect immediately upon execution by the City and the UCFRF. IN WITNESS WHEREOF, the parties have executed this Second Modification on the dates indicated below. CITY OF WINTER SPRINGS UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION Kevin L. Smith(, City Manager Kim Smith, Director and Chief Operating Officer October 22, 2018 Date Date Second Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 3 of 3 THIRD MODIFICATION TO UCFRF/WINTER SPRINGS INCUBATOR ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS THIRD MODIFICATION TO ECONOMIC DEVELOPMENT FUNDING AGREEMENT (Third ) is made and entered into this ____ day of _______________, 2019, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs, FL 32708 (CITY) and THE UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC., a Florida not for profit, direct support organization of the University of Central Florida whose address is 12201 RESEARCH PKWY, SUITE 501, ORLANDO, FL 32826-3246 (UCFRF). WITNESSETH: WHEREAS, the parties hereto previously entered into an Economic Development Funding Agreement with an effective date of October 1, 2013, which Agreement had an initial term of three (3) years; and WHEREAS, on January 18, 2017, the parties entered into a First Modification to Economic Development Funding Agreement which provided for the extension of said Agreement through October 1, 2018; and WHEREAS, in October 2018, the parties entered into a Second Modification to Economic Development Funding Agreement which provided for the extension of said Agreement through October 1, 2019; and WHEREAS, the parties desire to further extend the term of the Agreement for an additional year; and WHEREAS, it remains the desire of the City to aggressively stimulate economic growth in the City by attracting new industries and businesses to the City, by encouraging the expansion of existing industries and businesses within the City, and by fostering the creation and growth of new industries and businesses in the City; and WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues resulting from such industry or business expansion and relocation within the City is beneficial to the local economy; and WHEREAS, UCFRF desires to continue support for the business development incubator in Winter Springs, Florida; and WHEREAS, the business incubator continues to serve as a business development program for new and growing businesses in Winter Springs and Seminole County; and WHEREAS, the UCFRF/Winter Springs business incubator facility remains located within the City of Winter Springs at the Vistawilla Office Center located on State Road 434; and WHEREAS, in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray the on-going maintenance costs associated with the UCFRF/Winter Springs incubator; and Third Modification to Economic Development Grant Agreement UCFRF Business Incubator Program Page 1 of 3 WHEREAS, the City continues to desire to make the financial contribution in furtherance of the municipal purpose of enhancing and expanding economic activity within its jurisdictional borders under section 166.021(9), Florida Statutes; and WHEREAS, the parties recognize this Third Modification is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS, the parties desire to enter this Third Modification to Economic Development Funding Agreement, amending the term to continue for one additional year, as further provided herein; and WHEREAS, the parties agree that the Third Modification provided by the City hereunder is for the benefit of the public health, safety, welfare, and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received, the parties agree as follows: Section 1. Recitals. The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. Section 2. Amendments. All provisions of the Agreement not amended by this Third Modification shall remain as stated in the Agreement and First Modification and Second Modification, and shall remain in full force and effect. To the extent of any conflict between the provisions of this Third Modification and the Agreement or First Modification or Second Modification, the conflicting provisions in this Third Modification shall prevail. The Agreement is hereby amended as follows: (A) Section 4.0 is hereby deleted in its entirety and shall be replaced with the following language: 4.0 Payment of Grant Funds. The City agrees to pay to UCFRF a lump sum of Seventy Five Thousand and No/100 Dollars ($75,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. This lump sum payment has been budgeted by the City Commission and shall be due on or before February 1, 2020. The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida and remitted to the attention of Amanda Coveney, 12201 Research Parkway, Suite 501, Orlando, FL 32826. (B) Section 5.0 is hereby deleted in its entirety and shall be replaced with the following language: 5.0 Municipal Services. The UCFRF agrees to commit to the City that it will operate the business incubator program within the City of Winter Springs until at least October 1, 2020 provided the annual payment is made in accordance with Section 4.0 of this Agreement. The business incubator program shall be located in a minimum of 10,000 square feet of office space at the Vistawilla Office Center on State Road 434. (C) Section 20.0 is hereby deleted in its entirety and shall be replaced with the following language: Third Modification to Economic Development Grant Agreement UCFRF Business Incubator Program Page 2 of 3 20.0 Termination: Termination bL Parties. This Agreement shall terminate on October 1, 2020, unless sooner terminated by the City or UCFRF. The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances,any funds provided by the City shall be repaid to the City. The City may also terminate this Agreement if the City Commission elects (at its sole discretion)during the City's annual budget adoption process not to budget and appropriate the annual installment payment required under Paragraph 4.0. UCFRF may terminate this Agreement if the City fails to make the payment required under Paragraph 4.0. (D) This Third Modification shall take effect immediately upon execution by the City and the UCFRF. IN WITNESS WHEREOF, the parties have executed this Third Modification on the dates indicated below. CITY OF WINTER SPIN- '(' UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION v Shawn Boyle, 6�ty-M eager /�,�,� Kim Smith, Director and Chief Operating p� (/ Officer ,.. 12/16/2019 Date Date Third Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 3 of 3 FOURTH MODIFICATION TO UCFRF/WINTER SPRINGS INCUBATOR ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS FOURTH MODIFICATION TO ECONOMIC DEVELOPMENT FUNDING AGREEMENT ("Fourth Modification")is made and entered into this O""day of rufof e,f ,2020,by and between the CITY OF WINTER SPRINGS,FLORIDA, a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs, FL 32708 ("CITY") and THE UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC., a Florida not for profit, direct support organization of the University of Central Florida whose address is 12201 RESEARCH PKWY, SUITE 501, ORLANDO, FL 32826-3246("UCFRF"). WITNESSETH: WHEREAS, the parties hereto previously entered into an Economic Development Funding Agreement with an effective date of October 1, 2013, which Agreement had an initial term of three (3) years; and WHEREAS, on January 18, 2017, the parties entered into a First Modification to Economic Development Funding Agreement which provided for the extension of said Agreement through October 1, 2018; and WHEREAS, in October 2018, the parties entered into a Second Modification to Economic Development Funding Agreement which provided for the extension of said Agreement through October 1, 2019; and WHEREAS,in October 2019,the parties entered into a Third Modification to Economic Development Funding Agreement which provided for the extension of said Agreement through October 1, 2020;and WHEREAS,the parties desire to further extend the term of the Agreement for an additional year; WHEREAS, it remains the desire of the City to aggressively stimulate economic growth in the City by attracting new industries and businesses to the City, by encouraging the expansion of existing industries and businesses within the City, and by fostering the creation and growth of new industries and businesses in the City; and WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues resulting from such industry or business expansion and relocation within the City is beneficial to the local economy; and WHEREAS, UCFRF desires to continue support for the business development incubator in Winter Springs, Florida; and WHEREAS, the business incubator continues to serve as a business development program for new and growing businesses in Winter Springs and Seminole County; and WHEREAS, the UCFRF/Winter Springs business incubator facility remains located within the City of Winter Springs at the Vistawilla Office Center located on State Road 434; and WHEREAS, in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray Fourth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Pagel of 3 the on-going maintenance costs associated with the UCFRF/Winter Springs incubator; and WHEREAS, the City continues to desire to make the financial contribution in furtherance of the municipal purpose of enhancing and expanding economic activity within its jurisdictional borders under section 166.021(8), Florida Statutes; and WHEREAS, the parties recognize this Fourth Modification is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS,the parties desire to enter this Fourth Modification to Economic Development Funding Agreement,amending the term to continue for one additional year,as further provided herein; and WHEREAS,the parties agree that the Fourth Modification provided by the City hereunder is for the benefit of the public health, safety, welfare, and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received, the parties agree as follows: Section 1. Recitals.The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. Section 2. Amendments. All provisions of the Agreement not amended by this Fourth Modification shall remain as stated in the Agreement and First, Second and Third Modifications,and shall remain in full force and effect.To the extent of any conflict between the provisions of this Fourth Modification and the Agreement or First,Second or Third Modification,the conflicting provisions in this Fourth Modification shall prevail. The Agreement is hereby amended as follows: (A) Section 4.0 is hereby deleted in its entirety and shall be replaced with the following language: 4.0 Payment of Grant Funds, The City agrees to pay to UCFRF a lump sum of Fifty Thousand and No/100 Dollars ($50,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. This lump sum payment has been budgeted by the City Commission and shall be due on or before February 1, 2021.The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida and remitted to the attention of Amanda Coveney, 12201 Research Parkway, Suite 501, Orlando,FL 32826. (B) Section 5.0 is hereby deleted in its entirety and shall be replaced with the following language: 5.0 M uni inal Services. The UCFRF agrees to commit to the City that it will operate the business incubator program within the City of Winter Springs until at least October 1, 2021 provided the annual payment is made in accordance with Section 4.0 of this Agreement. The business incubator program shall be located in a minimum of 10,000 square feet of office space at the Vistawilla Office Center on State Road 434. (C) Section 20.0 is hereby deleted in its entirety and shall be replaced with the following language: Fourth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 2 of 3 20.0 Termination: Termination by Parties. This Agreement shall terminate on October 1,2021,unless sooner terminated by the City or UCFRF. The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances,any funds provided by the City shall be repaid to the City. The City may also terminate this Agreement if the City Commission elects (at its sole discretion) during the City's annual budget adoption process not to budget and appropriate the annual installment payment required under Paragraph 4.0. UCFRF may terminate this Agreement if the City fails to make the payment required under Paragraph 4.0. (D) This Fourth Modification shall take effect immediately upon execution by the City and the UCFRF. IN WITNESS WHEREOF, the parties have executed this Fourth Modification on the dates indicated below. CITY OF WINT E S INGs UNIVERSITY OF CENTRAL FLORIDA RESEARCH FO NDAT1ON Shawn Boyle, City anager Kim Smith, Director and Chief Operating for Officer 09/28/2020 Date Date Fourth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 3 of 3 FIFTH MODIFICATION TO UCFRF/WINTER SPRINGS INCUBATOR ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS FIFTH MODIFICATION TO ECONOMIC DEVELOPMENT FUNDING AGREEMENT ("Fifth Modification")is made and entered into this 1 St day of October , 2021, by and between the CITY OF WINTER SPRINGS,FLORIDA, a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs, FL 32708 ("CITY") and THE UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC., a Florida not for profit, direct support organization of the University of Central Florida whose address is 12201 RESEARCH PKWY, SUITE 501, ORLANDO, FL 32826-3246("UCFRF"). WITNF,SSFTH: WHEREAS, the parties hereto previously entered into an Economic Development Funding Agreement with an effective date of October 1, 2013, which Agreement had an initial term of three (3) years; and WHEREAS, on January 18, 2017, the parties entered into a First Modification to Economic Development Funding Agreement, which provided for the extension of said Agreement through October 1, 2018; and WHEREAS, in October 2018, the parties entered into a Second Modification to Economic Development Funding Agreement, which provided for the extension of said Agreement through October 1, 2019; and WHEREAS,in October 2019,the parties entered into a Third Modification to Economic Development Funding Agreement,which provided for the extension of said Agreement through October 1, 2020;and WHEREAS,in October 2020,the parties entered into a Fourth Modification to the Economic Development Funding Agreement,which provided for the extension of said Agreement through October 1, 2021;:and WHEREAS,the parties desire to further extend the term of the Agreement for an additional year, subject to several additional conditions; WHEREAS, it remains the desire of the City to aggressively stimulate economic growth in the City by attracting new industries and businesses to the City, by encouraging the expansion of existing industries and businesses within the City, and by fostering the creation and growth of new industries and businesses in the City; and WHEREAS, the creation of new employment opportunities for residents of the City and the increased tax revenues resulting from such industry or business expansion and relocation within the City is beneficial to the local economy; and WHEREAS, UCFRF desires to continue support for the business development incubator in Winter Springs,Florida; and WHEREAS, the business incubator continues to serve as a business development program for new and growing businesses in Winter Springs and Seminole County; and Fifth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Pagel of 4 WHEREAS, the UCFRF/Winter Springs business incubator facility remains located within the City of Winter Springs at the Vistawilla Office Center located on State Road 434; and WHEREAS, in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray the on-going maintenance costs associated with the UCFRF/Winter Springs incubator; and WHEREAS, the City continues to desire to make the financial contribution in furtherance of the municipal purpose of enhancing and expanding economic activity within its jurisdictional borders under section 166.021(8), Florida Statutes; and WHEREAS,the parties recognize this Fifth Modification is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS,the parties desire to enter this Fifth Modification to Economic Development Funding Agreement,amending the term to continue for one additional year,as further provided herein;and WHEREAS, the parties agree that the Fifth Modification provided by the City hereunder is for the benefit of the public health, safety, welfare, and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received, the parties agree as follows: Section 1. Recitals.The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. Section 2. Amendments. All provisions of the Agreement not amended by this Fifth Modification shall remain as stated in the Agreement and First, Second,Third and Fourth Modifications,and shall remain in full force and effect. To the extent of any conflict between the provisions of this Fifth Modification and the Agreement or First, Second, Third or Fourth Modification, the conflicting provisions in this Fifth Modification shall prevail. The Agreement is hereby amended as follows: (A) Section 4.0 is hereby deleted in its entirety and shall be replaced with the following language: 4.0 Payment of Grant Funds, The City agrees to pay to UCFRF a lump sum of Fifty Thousand and No/100 Dollars ($50,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. This lump sum payment has been budgeted by the City Commission and shall be due on or before February 1, 2022. The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida and remitted to the attention of Amanda Coveney, 12201 Research Parkway, Suite 501,Orlando,FL 32826. (B) Section 5.0 is hereby deleted in its entirety and shall be replaced with the following language: 5.0 Municipal Services, The UCFRF agrees to commit to the City that it will operate the business incubator program within the City of Winter Springs until at least October 1, 2022, provided the annual payment is made in accordance with Section 4.0 of this Agreement. The business incubator program shall be located in a minimum of 10,000 square feet of office space at Fifth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 2 of 4 the Vistawilla Office Center on State Road 434. In addition,UCFRF agrees that it shall perform the following specific services: (a) Meet with city staff, at least quarterly, to discuss the status and success of the business incubator program and to discuss the anticipated preparation and contents of quarterly reports and presentations addressed to the City Commission as required in Section 6.0 below; (b) Conduct and advertise quarterly"business bootcamp"workshops to provide ongoing business education and support to local businesses; (c) Participate in City-sponsored events,when appropriate and when requested by the City Manager. (C) Section 6.0 is hereby deleted in its entirety and shall be replaced with the following language: 6.0 Progress Reports. The UCFRF shall submit a written,quarterly progress report as to the status of the business incubator program set forth in this Agreement to the City Commission. A UCFRF representative shall additionally attend a City Commission meeting at least once quarterly to present the progress report and share additional information as appropriate. The progress report shall provide sufficient and,reasonable detail regarding the expenditure of the funds provided by the City hereunder. If the detail is not sufficient in the City Manager or City Commission's reasonable discretion to permit the City to determine compliance with this Agreement,the City may seek more reasonable detail from UCFRF. (D) Section 20.0 is hereby deleted in its entirety and shall be replaced with the following language: 20.0 Termination: Termination by Parties. This Agreement shall terminate on October 1,2022,unless sooner terminated by the City or UCFRF. The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances,any funds provided by the City shall be repaid to the City. The City may also terminate this Agreement if the City Commission elects (at its sole discretion) during the City's annual budget adoption process not to budget and appropriate the annual installment payment required under Paragraph 4.0. UCFRF may terminate this Agreement if the City fails to make the payment required under Paragraph 4.0. (E) A new Section 24.0 is hereby added as follows: 24.0 E-Verif%. A. Pursuant to section 448.095,Florida Statutes,beginning January 1,2021,Contractors (such as UCFRF)shall register with and use the U.S.Department of Homeland Security's E- Verify system,https:He-verify.uscis.Liov/emp,to verify the work authorization status of all employees hired on and after January 1,2021. B. Subcontractors (i) Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. (ii) Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ,contract with,or subcontract with an unauthorized alien,as defined in section 448.095,Florida Statutes. (iii) Contractor shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement. Fifth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 3 of 4 C. Contractor must provide evidence of compliance with section 448.095,Florida Statutes.Evidence shall consist of an affidavit from the Contractor stating all employees hired on and after January 1,2021 have had their work authorization status verified through the E- Verify system and a copy of their proof of registration in the E-Verify system. D. Failure to comply with this provision is a material breach of the Agreement,and shall result in the immediate termination of the Agreement without penalty to the City. Contractor shall be liable for all costs incurred by the City securing a replacement Agreement,including but not limited to,any increased costs for the same services,any costs due to delay,and rebidding costs,if applicable. (F) This Fifth Modification shall take effect immediately upon execution by the City and the UCFRF. IN WITNESS WHEREOF, the parties have executed this Fifth Modification on the dates indicated below. CITY OF WINTE PRINGS UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION Shawn Boyle, Manager Amanda Coveney, Assistant Director �r 10/01/ 1 10/1/2021 Date Date Fifth Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 4 of 4 9/23/2022 August31st WHEREAS,the UCFRF/Winter Springs business incubator facility remains located within the City of Winter Springs at Vistawilla Office Center located on State Road 434; and WHEREAS,in furtherance of maintaining the Winter Springs business incubator program within the City of Winter Springs, UCFRF has requested a financial contribution from the City to defray the on- going maintenance costs associated with the UCFRF/Winter Springs incubator; and WHEREAS,The City continues to desire to make the financial contribution in furtherance of the municipal purpose of enhancing the expanding economic activity within its jurisdictional borders under section 166.021(8),Florida Statutes; and WHEREAS,the parties recognize this Seventh Modification is necessary to ensure that the financial contribution provided by the City to UCFRF ultimately serves the intended municipal purpose; and WHEREAS,the parties desire to enter this Seventh Modification to Economic Development Funding Agreement, amending the term to continue for one additional year, as further provided herein; and WHEREAS,the parties agree that the Seventh Modification provided by the City hereunder is for the benefit of the public health,safety, welfare and convenience of the citizens of the City of Winter Springs and Seminole County, Florida. NOW,THEREFORE,in consideration of the mutual promises and covenants herein, and other good and valuable consideration which the parties agree has been exchanged and received,the parties agree as follows: Section 1. Recitals. The foregoing recitals are deemed to be true and accurate and form a material part of the agreement upon which the parties have relied. Section 2. Amendments.All provisions of the Agreement not amended by this Seventh Modification shall remain as stated in the Agreement and First, Second, Third, Fourth, Fifth, and Sixth Modifications, and shall remain in frill force and effect. To the extent of any conflict between the provisions of this Seventh Modification and the Agreement or First, Second. Third, Fourth, Fifth, or Sixth Modification,the conflicting provisions in this Seventh Modification shall prevail. The Agreement is hereby amended as follows: (A) Section 4.0 is hereby deleted in its entirety and shall be pleased with the following language: 4.0 Payment of Grant Funds. The City agrees to pay UCFRF a lump sum of Fifty Thousand and No/100 Dollars($50,000.00), subject to annual budget and appropriation by the City Commission pursuant to Section 20.0 of this Agreement. This lump sum payment has been budgeted by the City Commission and shall be due on or before February 1, 2024. The payment provided hereunder shall be used by the UCFRF to defray costs incurred in operating the Winter Springs business incubator at the Vistawilla Office Center. Payment shall be made payable to the University of Central Florida and remitted to attention of Amanda Coveney, 12201 Research Parkway, Suite 501, Orlando, FL 32826. (B) Section 5.0 is hereby amended to provide that the UCFRF commits that it will operate the business incubator program within the City of Winter Springs until at least October 1,2024, provided the annual payment is made in accordance with Section 4.0 of the Agreement. The remainder of Section 5.0 shall remain unchanged. Seventh Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 2 of 3 (C) Section 20.0 is hereby deleted in its entirety and shall be replaced with the following language: 20.0 Termination: Termination by Parties.This Agreement shall terminate on October 1,2024,unless sooner terminated by the City or UCFRF.The City may terminate this Agreement if UCFRF fails to operate a business incubator program as required hereunder. If the City terminates this Agreement under such circumstances,any funds provided by the City shall be repaid to the City.The City may also terminate this Agreement if the City Commission elects(at its sole discretion)during the City's annual budget adoption process not to budget an appropriate the annual installment payment required under Paragraph 4.0. UCFRF may terminate this Agreement if the City fails to make the payment required under Paragraph 4.0. (D) This Seventh Modification shall take effect immediately upon execution by the City and the UCFRF IN WITNESS WHEREOF,the parties have executed this Seventh Modification on the dates indicated below. CITY OF WINTER SPRINGS UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION Phil H rsh,Interim City Manager Amanda, Cove y, Assistant Director gl 3( � ZU 7 8/30/2023 Date Date Seventh Modification to Economic Development Grant Agreement UCFRF—Business Incubator Program Page 3 of 3 ASSIGNMENT OF ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS ASSIGNMENT OF THE ECONOMIC DEVELOPMENT FUNDING AGREEMENT ( "Assignment "), is made and entered into this Iday of June, 2011 (the Effective Date "), by and among the UNIVERSITY OF CENTRAL FLORIDA, a member institution of the State University System of Florida existing under and by virtue of the laws of the State of Florida and acting by and on behalf of its Board of Trustees (herein referred to as "UCF ") with an office located at 12201 Research Parkway, Ste. 501, Orlando, Florida 32826; the UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC, a Florida corporation not for profit, direct support organization of the University of Central Florida, (herein referred to as UCFRF"), with an office located at the Office of Research & Commercialization, 12201 Research Parkway, Suite 501, Orlando, FL 32826; and the CITY OF WINTER SPRINGS, a Florida municipal corporation (herein referred to as the "City "), whose principal place of business is 1126 E. State Road 434, Winter Springs, FL 32708. RECITALS A. The City and UCF have entered into a Economic Development Funding Agreement for the UCF /Winter Springs Business Incubator, between the City and UCF dated October 1, 2010 ( "Funding Agreement "), a true copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. The Funding Agreement establishes the general incubator business ( "Project "). B. UCF has agreed to assign the Funding Agreement to UCFRF with the consent of the City, pursuant to the terms and conditions of this Assignment. Even though the parties are assigning the Funding Agreement, the overall intent, purposes and provisions of the Project, to be facilitated by the Funding Agreement, will not change, except to the extent specifically set forth in this Assignment. NOW, THEREFORE, in consideration of the premises, mutual promises and covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are acknowledged by each party to the other, the parties hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Assignment to and Assumption by UCFRF. UCF hereby fully assigns its position under the Funding Agreement to UCFRF. UCFRF accepts the assignment of the Funding Agreement pursuant to this assignment, and expressly assumes and agrees to perform and fulfill all of the covenants, duties and obligations of UCF, to the same extent as if UCFRF were the original party to the Funding Agreement rather than UCF, but only for those matters arising subsequent to this Assignment. 3. Indemnification. UCFRF hereby, agrees to indemnify, hold harmless and defend UCF, its officials, contractors, agents and employees from and against any and all liabilities, losses, damages, and expenses, including attorney's fees for prelitigation, litigation, appellate, administrative and bankruptcy proceedings, for personal injuries or property damages that occur or arise either out of UCFRF's negligent actions in fulfilling the terms and conditions of the Funding Agreement, or its failure to comply with any applicable laws, statutes, ordinances or regulations relating to its activities under the Funding Agreement 4. Attorney's Fees. Unless otherwise provided herein, each part agrees to bear their own attorney's fees and costs in furtherance of this Agreement. 5. Consent to Assignment by City. The City hereby consents to the assignment of the Funding Agreement from UCF to UCFRF; however, UCF shall continue to remain liable for performance under the Funding Agreement, to the same extent as if there had been no assignment. 6. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and delivered by hand, by nationally recognized overnight air courier service (such as Federal Express) or by United States Postal Service, registered or certified mail, return receipt requested, in each case addressed to the respective Party at the Party's notice address. A notice shall be deemed to have been delivered and received on the earlier of the date actually received (by whatever means sent, including means not authorized by this article) or the second (2nd) business day after having been delivered to a nationally recognized overnight air courier service for "next business day" delivery, or on the third (3rd) business day after having been deposited with the United States Postal Service registered or certified mail, return receipt requested, or on the date of transmittal by telecopier. If any communication is returned to the addressor because it is refused, unclaimed, or the addressee has moved, or is otherwise not delivered or deliverable through no fault of the addressor, effective notice shall still be deemed to have been given. Addresses for delivery of notice shall be as follows: If To UCF: Kim Smith, Associate Director Office of Research and Commercialization 12201 Research Parkway, Suite 501 Orlando, Florida 32826 -3246 Phone No. 407 - 823 -3062 If To UCFRF: Kim Smith, Associate Director Office of Research and Commercialization 12201 Research Parkway, Suite 501 Orlando, Florida 32826 -3246 Phone No. 407 - 823 -3062 If to City: Kevin Smith, City Manager of City of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 Phone No. 407 - 327 -5957 With a copy to: Anthony A. Garganese, City Attorney PO Box 2873 Orlando, FL 32802 Phone No. 407 - 425 -9566 7. Entire Agreement, This Assignment constitutes the entire agreement of the parties relating to the matters set forth herein, and any amendments or additions hereto must be in writing and signed by the parties. 8. Section Titles. Interpretation, The titles to the sections contained in this Assignment are for convenience and reference only. Any gender used herein shall be deemed to refer to all genders. Use of the singular herein shall be deemed to include the plural, and the plural shall be deemed to include the singular. IN WITNESS WHEREOF, UCF, UCFRF and the City have executed this Assignment as of the dates set forth below, with this Assignment to take effect on the Effective Date. For the University of Central Florida: r Kim Smith, Associate Director Date Office of Research & Commercialization For the University of Central Florida Research Foundation: 7 772.45 , Dr. Thomas al Date Vice President For the City of Winter Springs: ...4 .... .„--- - X K n smith, City anager Date Universit Y of Office of Research & Commercialization Central Florida Date: 1 1 I I I via Federal Express ( ) Enclosed please find original document(s), signed by the University of Central Florida. Please return a fully executed copy to ciraucf.edu or send an original document to my attention at the address below. (1/' Enclosed please find i fully executed original document(s), signed by the University of Central Florida, for your records. Thank you for your assistance in this matter. Please do not hesitate to contact me should you have any questions. Best regards, 4 :1___l Cira Mathis, Contract Coordinator 407.882.0010 1 cira(a. ucf.edL 12201 Research Parkway • Suite 501 • Orlando, FL 32826 -3246 • 407- 823 -3778 • Fax 407- 823 -3299 An Egon] opportunity and Allirrnalive Action Institution