MEETING NOTICE. 4. Parramore Update Walter Hawkins, Director of Urban Development

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1 AB MEETING NOTICE WELCOME! We are very glad you have joined us for today's meeting. If you are not on the agenda and would like to speak at the meeting and address the Board, please fill out an appearance form and hand it to the Board Secretary. When you are recognized, state your full name, address, and speak directly into the microphone. The Board is pleased to hear relevant comments; however a 5-minute limit is set by City Code. Large groups are asked to name a spokesperson. Robert's Rules of Order governs the conduct of the meeting. A meeting of the Community Redevelopment Agency Advisory Board will be held Wednesday, February 24, 2016 at 3:00 p.m., City Hall, Second Floor Sustainability Conference Room, 400 South Orange Avenue, Orlando, Florida. AGENDA 1. Call Meeting to Order 2. Roll Call 3. Approval of Minutes - Approval of January 20, Parramore Update Walter Hawkins, Director of Urban Development 5. Downtown Façade & Stabilization and MEBA Update Mercedes Blanca, Division Fiscal Manager 6. Public Comment 7. New Business a. FireSpring Funding Agreement Mercedes Blanca, Division Fiscal Manager b. High Wage/High Value Job Creation Agreement: Topps - David Barilla, Assistant Director c. Responsible Hospitality Institute (RHI) Hospitality Zone Assessment - David Barilla, Assistant Director 8. Date of Next Meeting March 23, :00 PM, in Sustainability Conference Room 9. Adjournment Persons wishing to appeal any decision made with respect to any matter considered at the Community Redevelopment Agency Advisory Board meeting, will need a record of the proceedings; for this purpose, such person may need to ensure that a verbatim record of the proceedings is made to include the testimony and evidence upon which the appeal is to be based. Persons with disabilities needing assistance to participate in any of these proceedings should contact the City Clerk's Office 24 hours in advance of the meeting at Downtown Development Board/Community Redevelopment Agency Orlando City Hall, 6 th Floor, 400 South Orange Ave., P.O. Box 4990, Orlando, FL Phone: (407) Fax: (407) www: downtownorlando.com

2 MEMORANDUM TO: FROM: Doug Taylor, Chair Wendy Connor, Vice Chair Roger Chapin Bill Dymond Jessica Burns Terry Delahunty Commissioner Ted Edwards Thomas C. Chatmon Jr., Executive Director of the Downtown Development Board/Community Redevelopment Agency DATE: February 24, 2016 SUBJECT: Agenda items to be considered at the Community Redevelopment Agency Advisory Board Meeting for Wednesday, February 24, Approval of Minutes: Staff will be available to answer any questions prior to Board consideration of approving the minutes of the January 20, 2016 Community Redevelopment Agency Advisory Board Meeting. Parramore Update: Walter Hawkins, Director of Urban Development Downtown Façade & Stabilization and MEBA Update: Mercedes Blanca, Division Fiscal Manager Public Comment: New Business: a. FireSpring Funding Agreement Mercedes Blanca, Division Fiscal Manager - An objective of the CRA is to pursue redevelopment and revitalization activities within the Downtown Orlando Community Redevelopment Area (Area), including business recruitment, development and retention, and economic development of the Area in general. One of the goals of the Redevelopment Plan for the Area, which was most recently amended on May 4, 2015, is to support and incentivize business incubators within the Area. More specifically, the Redevelopment Plan notes the growing technology sector within the Area and encourages the CRA s assistance and support of the growth of this emerging sector through various means including the providing of tools and resources to help the businesses flourish. On November 3, 2014, the CRA agreed to commit one hundred thousand dollars ($100,000.00) in local match funds toward the establishment of an evergreen seed fund and incubator/accelerator program focused on technology companies, provided

3 funding was received from a U.S. Economic Development Administration (EDA) grant. The grant applicants included CanvsOrl, Inc. and the University of Central Florida Board of Trustees (UCF). The above named organizations have received notification of FireSpring Fund, Inc. s selection as recipient of the U.S. EDA grant (award number AD15HDQ ). The proposed agreement between the CRA, UCF, and Firespring Fund, Inc. formalizes the CRA s prior funding commitment towards the launch of FireSpring Fund, Inc. Staff is requesting that the CRA Advisory Board recommend approval of the FireSpring Fund, Inc. Funding Agreement between the CRA, the University of Central Florida Board of Trustees, and FireSpring Fund, Inc., and authorization for the Chairman and Executive Director of the CRA to execute the Agreement, subject to the review and approval of the City Attorney s Office. b. High Wage/High Value Job Creation Agreement: Topps - David Barilla, Assistant Director - On April 17, 2006, the CRA approved the High Wage/High Value Job Creation Program for the purpose of locating targeted industries and targeted headquarters with high-value jobs to Downtown Orlando by leveraging available state and local economic development programs and providing location assistance for the purpose of accomplishing goals such as: diversifying the local economy, growing highwage, high-value jobs; and growing targeted industries. In 2013 the program was amended to offer four incentives; Job Creation Incentive, Creative Village Pioneer Incentive, Downtown Living Incentive, and Public Transportation Incentive. Total incentives are payable up to $5,000 per job. Topps Digital APPS, a division of the Topps Company, Inc., is expanding the digital games division of the company and seeking to expand its Florida studio, established in July 2015, in the Orlando area for the digital production of sports mobile games. The employees will be focused on software development for the various games under the Topps Company, Inc. brand. The Topps Company, Inc. is considering leasing approximately 3,500 sq ft of office space in Downtown Orlando. The Topps Company, Inc. will add 16 new jobs to Downtown over a period consisting of three (3) years with an average annual wage of $87,778 which is at least 200% above the Orange County annual wage. The Topps Company, Inc. s total capital investment is estimated to be $145,000 in equipment. The CRA would provide $2,000 in program funding for each of the 16 high value/high wage jobs that will be located in Downtown Orlando over a three-year period. Staff requests the CRA Advisory Board recommend approval of the High Wage/High Value Program Funding Agreement between the CRA and The Topps Company, Inc., and authorization for the Chairman of the CRA and the Executive Director of the CRA to execute the Agreement, subject to the review and approval of the City Attorney's Office, and approval of expenditures from the Downtown Orlando Community Redevelopment Area Trust Fund in the amount of up to $32,000 in High Wage/High Value Job Creation Program funding for The Topps Company, Inc. c. Responsible Hospitality Institute (RHI) Hospitality Zone Assessment - David Barilla, Assistant Director The Responsible Hospitality Institute (RHI) is a

4 private, non-profit organization founded in 1983 and is a leading source for events, resources and consultation services on nightlife. RHI assists communities to plan and manage hospitality zones through six core elements that are critical to creating safe, vibrant and economically prosperous places to socialize. RHI utilizes an inclusive approach to unite diverse practitioners and city leaders through a common vision and collaborative partnerships. In an effort to continually enhance our nighttime economy to a robust and diverse evening destination and in accordance with the CRA Redevelopment Plan goals of advocating for a diverse mix of entertainment options to appeal to a broad population segment and encourage fair and responsible rules governing the operations of bars and nightclubs in Downtown. The Community Redevelopment Agency would like to work with RHI on a Hospitality Zone Assessment. This assessment will include: Establishing productive dialogue within and among key stakeholders groups invested in or impacted by the nighttime economy. Build alliances with leaders from key stakeholder groups including governmental agencies, hospitality businesses, neighborhood organizations, and academic institutions. Identify and document current trends, emerging issues, and gaps in research, policy, compliance, education and marketing in the nighttime economy. Evaluate current policies and regulations to determine relevance, updates required, or new policies necessary to assure a balance of business opportunity, public safety and quality of life. Identify proprieties and consensus among the diverse group of stakeholders to achieve optimal buy-in for recommended action steps Define process to improve public safety and quality of life through streamlined permitting and licensing, increased compliance with requirements, and regulatory/licensing reforms. Establish a working group representative of the stakeholders to oversee implementation of recommendations and provide on-going advisory support for compliance. Staff is requesting that the CRA Advisory Board recommend that the CRA authorize the City s Director of Purchasing to pursue a negotiated procurement and enter into a contract(s) with the Responsible Hospitality Institute; for an amount not to exceed $80, for costs associated with completion of a Hospitality Zone Assessment. The final negotiated contract is subject to review and approval by the City Attorney s Office Date of Next Meeting: The next CRA Advisory Board meeting will be held March 23, 2016 at 3:00 pm in the Sustainability Conference Room. Adjournment

5 November 3, 2014 Dr. Thomas O Neal Associate Vice President University of Central Florida Office of Research and Commercialization Dr. O Neal, The Community Redevelopment Agency of the City of Orlando s (CRA) mission is to aggressively pursue redevelopment and revitalization activities within the Downtown Orlando Redevelopment Area (Area), including business recruitment, development and retention, and economic development of the Area in general. One of the specific goals of the Redevelopment Plan for the Area is to support and incentivize such business incubators within the Area. The CRA is in strong support of StarterCorps and its Evergreen Seed Fund. The City of Orlando and the CRA are dedicated to growing a strong innovation economy, and the StarterCorps Seed Fund program is an ideal model for deploying seed capital that is urgently needed by promising Central Florida technology startups. The CRA commits $100,000 in cash match to the StarterCorps Seed Fund Program on the following schedule: Type of Commitment Mar 2015 Feb 2016 Mar 2016 Feb 2017 Cash $50,000 $50,000 We believe the combination of UCF, Starter Studio and Canvs are well positioned to successfully raise and launch the StarterCorps Seed Fund, and to ensure participating entrepreneurs have access to critical resources they need to be successful. The City of Orlando and CRA are honored to be committed partners to this program. Sincerely, Mayor Buddy Dyer Chairman Community Redevelopment Agency of the City of Orlando Downtown Development Board Community Redevelopment Agency City Hall 400 S. Orange Ave, 6 th Floor P.O. Box 4990 Orlando, FL p: f:

6 FIRESPRING FUND, INC./ UNIVERSITY OF CENTRAL FLORIDA/ CITY OF ORLANDO COMMUNITY REDEVELOPMENT AGENCY FUNDING AGREEMENT THIS AGREEMENT, effective as of April 1, 2015 (the Effective Date ), is made and entered into by and between the FIRESPRING Fund, Inc. ( FIRESPRING ), a Florida not-for-profit corporation, the University of Central Florida Board of Trustees ( UCF ), a public body corporate and public university of the State of Florida and the CITY OF ORLANDO COMMUNITY REDEVELOPMENT AGENCY ( CRA ), an entity created pursuant to Part III of Chapter 163, Florida Statutes. W I T N E S S E T H: WHEREAS, the CRA was created as a public body corporate and agency of the City of Orlando for the purpose of, among others, carrying out the community redevelopment purposes of Ch. 163, Part III, Florida Statutes; and WHEREAS, the City Council initially adopted a community redevelopment plan on July 12, 1982, which has most recently been amended on May 4, 2015, pursuant to resolution of City Council (the Redevelopment Plan ); and WHEREAS, the Redevelopment Plan addresses the need for business recruitment, development, and retention within the Downtown Orlando Redevelopment Area (the Area ); and WHEREAS, one of the goals of the Redevelopment Plan is to support and incentivize business incubators within the Area; and WHEREAS, the CRA seeks to have businesses locate in the Area and remain located within the Area in order to prevent slum and blight within the Area; and WHEREAS, by locating its offices and business incubator within the Area at 101 South Garland Avenue, Suite 108, at the location of CanvsOrl, Inc., FIRESPRING is able to provide incubator and related services and encourage new businesses not already located within the Area to locate within the Area; and WHEREAS, the Redevelopment Plan notes the growing technology section within the Area and encourages the CRA s assistance in business recruitment and retention within such sector and support of the growth of such emerging sector through various means including the providing of tools and resources to help the businesses flourish; and WHEREAS, CanvsOrl, Inc., a Florida non-profit, as co-applicant with UCF, applied for and received a grant from the U.S. Economic Development Administration (award number AD15HDQ ) ( Grant ) to be used towards the launch of FIRESPRING, its incubator/accelerator, and its community-based seed fund; and WHEREAS, the CRA at its meeting on November 3, 2014, agreed to commit one hundred thousand dollars ($100,000.00) in local match funds for such purposes and declares it is in the public s 1

7 best interest to assist FIRESPRING by providing funding to FIRESPRING and UCF in the amount of one hundred thousand dollars ($100,000.00) contingent upon the FIRESPRING meeting the performance standards set forth in Exhibit B attached hereto, and incorporated herein, by reference. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties do agree as follows: 1. Incorporation of Premises: The preamble of this Agreement set forth above is true and correct and is incorporated herein as if fully set out below. All exhibits to this Agreement are hereby deemed a part hereof. 2. Term: The term of this Agreement shall commence on April 1, 2015 and shall, unless sooner terminated as provided herein, automatically terminate on March 31, Obligations of FIRESPRING: FIRESPRING will operate its Downtown facility to provide programs as generally described in Exhibit A. The facility will serve the Area with a suite of programs aimed at Area businesses and businesses seeking to locate within the Area. FIRESPRING shall use the funds provided by the CRA pursuant to section 5 below only for the purposes described in this Agreement, including the exhibits attached hereto. FIRESPRING shall remain in compliance with the performance standards set forth in Exhibit B at all times during the term of this Agreement. 4. CRA s Obligations: a. The CRA shall pay UCF, as lead agency for the StarterCorps Program and in support of the establishment of FIRESPRING, as set forth in the Grant and the Collaboration Agreement between UCF and Firespring Fund, Inc., ( Collaboration Agreement ) attached here as Exhibit D, a fixed amount of one hundred thousand dollars ($100,000.00)(the Funds ) to be paid and used pursuant to the terms and conditions set forth herein. UCF will be responsible for funding salaries, travel expenses, facility rental, and other related operational costs of FIRESPRING in accordance with the terms of the Grant, the Collaboration Agreement, and this Agreement. b. The CRA s obligation to make any payment under this Agreement is expressly contingent upon FIRESPRING s compliance at all times with the performance standards outlined in Exhibit B. Provided the CRA has determined that FIRESPRING has complied with the terms and conditions of this Agreement, including compliance with the performance standards in Exhibit B, the CRA shall make the appropriate payments as provided in subsection c below. c. The payments shall be paid by the CRA to UCF in two (2) fifty thousand dollar ($50,000.00) installments one made during the CRA s Fiscal Year, and one during the CRA s Fiscal Year. Each payment shall be made within thirty (30) days of the CRA s receipt of a written invoice from UCF. UCF shall submit the first written invoice for payment at any time during the term of this Agreement after submittal of the first report required under section five below, and the second invoice at any time during the term of this Agreement and after submittal of the second report required under section 5 below. 2

8 d. FIRESPRING and UCF expressly understand that the sum total amount to be paid by the CRA under this Agreement shall not exceed one hundred thousand dollars ($100,000.00). 5. Progress and Financial Reporting: FIRESPRING shall submit progress and summary financial reports to the CRA and UCF based on the following schedule: an initial report shall be provided by FIRESPRING for the period April 2015-March 2016 by April 15, The second report, for the period from April 2016-Septmeber 2016, shall be provided to the CRA by October15, The third report, for the period of October 2016-March 2017, shall be provided to the CRA by March 15, 2017 and shall also summarize the entire term of the Agreement. Progress reports shall be submitted on the form attached as Exhibit C hereto and shall include an evaluation of FIRESPRING s programs, demonstrated compliance with the performance standards in Exhibit B, and the amount or level of programs provided. The reports should be sent by regular mail to the Community Redevelopment Agency, Attn: Executive Director, 400 South Orange Avenue, 6 th floor, Orlando, Florida Moreover, the reports shall be consistent with the programs and services described in Exhibit A. Failure to comply with the requirement for submission of such reports shall constitute grounds for termination of this Agreement and may result in the ineligibility of UCF to receive the Funds from the CRA. 6. Books and Records/Audit: a. FIRESPRING and UCF shall maintain books, records, and other evidence relating to the Downtown Incubator program and UCF and FIRESPRING s use of the Funds provided by the CRA hereunder (hereinafter referred to as the Books and Records ) in accordance with generally accepted accounting principles, procedures and practices, which documents the incubation program in a manner that fulfills the requirements of this Agreement. b. FIRESPRING and UCF expressly acknowledge that the CRA shall have the right to audit the Books and Records from time to time for compliance by FIRESPRING and UCF with the terms, conditions, limitations, restrictions and requirements of this Agreement, which shall extend for a period of three (3) years after the term of this Agreement. c. The CRA shall, upon reasonable notice, have full access during normal business hours for inspection, review and audit of the Books and Records. 7. Repayment of Funds. FIRESPRING and UCF, respectively, shall be liable for repayment of any Funds dispersed under the terms of this Agreement, which may be deemed by the CRA to have been dispersed in error, or which are used, respectively, by FIRESPRING or UCF in violation of this Agreement. 8. Monitoring: FIRESPRING and UCF shall permit the CRA to monitor the operation of the Downtown facility by FIRESPRING to ensure compliance with the terms of this Agreement. FIRESPRING and UCF shall, to assist monitoring of its program, provide to the CRA or the CRA's designee access to all client records and such other information as the CRA may deem necessary. 9. Termination. 3

9 a. If FIRESPRING or UCF breaches any material term of this Agreement and such breach remains uncured, the CRA may terminate the whole or any part of this Agreement. Before the CRA may exercise its right of termination, the CRA shall provide written notice to FIRESPRING and UCF of FIRESPRING s or UCF s breach or default and FIRESPRING or UCF shall have thirty (30) days (or longer if mutually agreed upon by all parties) thereafter within which to cure the breach or default. b. Waiver by the CRA of breach of any of the provisions of this Agreement shall not be deemed a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. c. In the event of termination of this Agreement by the CRA for FIRESPRING or UCF s breach, FIRESPRING and UCF shall return to the CRA all unused Funds as of the date of termination. d. If the CRA breaches any material term of this Agreement and such breach remains uncured, FIRESPRING or UCF may terminate the whole or any part of this Agreement. Before FIRESPRING or UCF may exercise its right of termination, FIRESPRING or UCF shall provide written notice to the CRA of the CRA s breach or default and the CRA shall have thirty (30) days (or longer if mutually agreed upon by all parties) thereafter within which to cure the breach or default. e. Waiver by FIRESPRING or UCF of breach of any of the provisions of this Agreement shall not be deemed a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. f. In the event of termination of this Agreement by FIRESPRING or UCF for the CRA s breach, the CRA shall reimburse FIRESPRING or UCF for all reasonable and provable costs incurred by FIRESPRING or UCF as of the date of termination that FIRESPRING or UCF would have paid with the Funds but for the termination, provided that any unused Funds previously paid to FIRESPRING or UCF shall be applied to such reimbursement, and any unused Funds thereafter shall be returned to the CRA. 10. Indemnification: Each party assumes any and all risks of personal injury and property damage attributable to the negligent acts or omissions of that party and its officers, employees, servants, and agents thereof while acting within the scope of their employment. UCF warrants and represents that it is self-funded for liability insurance, both public and private property, with said protection being applicable to officers, employees, servants, and agents while acting within the scope of their employment by UCF. The parties further agree that nothing contained herein shall be construed or interpreted as (1) denying to any party any remedy or defense available to such party under the laws of the State of Florida; (2) the consent of the CRA or the State of Florida or its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the CRA or the State of Florida beyond the waiver provided in Section , Florida Statutes. 11. Insurance: a. FIRESPRING shall have in force during the Term of this Agreement the insurance coverage listed below. FIRESPRING will provide valid Certificates of Insurance to the CRA, within ten (10) days of the effective date of this Agreement to verify such coverage. For Commercial General Liability and Commercial Automobile Coverage, the insurance coverage shall contain a provision that any company issuing an insurance policy for the Services shall provide not less than thirty (30) days advance written notice 4

10 to the CRA prior to cancellation, termination, or material change of any policy of insurance (except for notice of non-payment of premium for which not less than ten (10) days advance notice in writing shall be required). In addition, FIRESPRING shall immediately provide written notice to the CRA upon receipt of notice of cancellation of an insurance policy or a decision to terminate an insurance policy. All certificates of insurance shall clearly state that all applicable requirements have been satisfied, including certification that the policies are of the occurrence type. All FIRESPRING insurance coverages furnished expect workers compensation and employers liability shall include the City and CRA and their officers, elected officials, and employees as additional insured with respect to the provision of the programs described in Exhibit A. The City and CRA shall not by reason of their inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies. FIRESPRING shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against the City and CRA and their officers, elected officials, agents and employees. i. Commercial General Liability FIRESPRING will provide and maintain a commercial general liability policy ( occurrence type policy) with limits of not less than $1,000,000 Combined Single Limit (CSL) each occurrence bodily injury and property damage, or its equivalent. ii. Commercial Automobile Liability -- FIRESPRING will provide coverage for all owned, nonowned and hired vehicles for limits of not less than $1,000,000 Combined Single Limit (CSL) each occurrence bodily injury and property damage, or its equivalent. iii. Workers' Compensation and Employer s Liability -- FIRESPRING will provide full and complete Workers' Compensation coverage as required by Florida state law, as well as Employer s Liability coverage of not less than $100,000 each occurrence. b. The state of Florida is self-insured. As a state university, UCF participates in the State Risk Management Trust Fund for General Liability and Workers Compensation Coverage with said protection being applicable to officers, employees, servants, and agents while acting within the scope of their employment by UCF. Under this program, UCF shall, provide and maintain: General Liability coverage of $200,000 each person and $300,000 each occurrence; Workers Compensation coverage of $200,000 each person and $300,000 each occurrence; Fleet Automobile Liability coverage of $200,000/person, $300,000/occurrence and $10,000 personal injury and occurrence. 12. Force Majeure: The parties shall use reasonable diligence to ultimately fulfill the intent of this agreement but shall not be liable to each other, or their successors or assigns, for damages, costs, attorney's fees (including costs or attorney's fees on appeal) for breach of contract, or otherwise for failure, suspension, diminution, or other variations of services occasioned by any cause beyond the control and without the fault of the parties. Such causes may include but shall not be limited to, Acts of God, or of the public enemy, acts of other government (including regulatory entities or court) in its sovereign or prior contractual capacity, fires, floods, epidemics, quarantines, restrictions, strikes, or failure or breakdown of transmission or other facilities. 13. Nonassignability: No party may assign its rights hereunder without the prior written consent of the other parties, which assignment may be agreed to, denied, or conditioned in part or in whole as the parties deem appropriate. A successor agency does not automatically have any rights to the Funds disbursed under this Agreement by its position as a successor. A successor agency must receive prior approval from the 5

11 CRA before it can receive Funds. Failure to comply with this section may result in immediate termination of this Agreement. 14. Controlling Laws: a. 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 and the CRA now in effect and those hereinafter adopted. b. 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. 15. Miscellaneous: a. FIRESPRING and UCF warrant that it has not employed or retained any company or person, other than a bona fide employee working solely for them, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for them, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. b. FIRESPRING and UCF warrant and represent that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin or marital status. c. 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. Amendment to or waivers of the provisions herein shall be made by the parties in writing. d. This Agreement is solely for the benefit of the parties signing hereto and no right, nor any cause of action shall accrue to or for the benefit of any third party. e. If any 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 and independent provision and such holding shall not affect the validity of the remaining portion hereto. f. It is mutually understood and agreed that nothing contained in this Agreement is intended, or shall be construed, as in any way creating or establishing the relationship as partner or joint ventures between the parties hereto or as constituting FIRESPRING or UCF as the agent or representative of the City for any purpose or in any manner whatsoever. 16. Notices: Any notices required or allowed herein under shall be in writing and given by certified mail, return receipt requested, or in person with proof of delivery to the addresses below or such other addresses either party shall have specified by written letters to the other party delivered in accordance herewith: 6

12 CRA: Executive Director City of Orlando Community Redevelopment Agency 400 South Orange Avenue, 6 th Floor Orlando, FL With copy to: City Attorney s Office, 3 rd floor 400 South Orange Avenue Orlando, FL Firespring: Donna Mackenzie 101 South Garland Avenue, Suite 108 Orlando, FL With copy to: Foley and Lardner Attn: Jonathan Kilman 111 North Orange Avenue, Suite 1800 Orlando, FL UCF: Jane Gentilini Research Parkway, Suite 501 Orlando, FL With a copy to: Office of the General Counsel Attn: Sandra Sovinski 4365 Andromeda Loop North Orlando, FL IN WITNESS WHEREOF, the parties hereto have executed these presents and have set their hands and seals each upon the date so indicated. 7

13 FIRESPRING FUND, INC. By WITNESSES: (1) (2) Print Name: Print Name: STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of, 2016, by as the of the Firespring Fund, Inc. He/She is personally known to me or has produced a valid (State) Driver s License as identification. Notary Public My Commission Expires: 8

14 UNIVERSITY OF CENTRAL FLORIDA BOARD OF TRUSTEES By WITNESSES: (1) (2) Print Name: Print Name: STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of, 2016, by as the of the University of Central Florida. He/She is personally known to me or has produced a valid (State) Driver s License as identification. Notary Public My Commission Expires: 9

15 CITY OF ORLANDO COMMUNITY REDEVELOPMENT AGENCY ATTEST: By: Buddy Dyer Chairman By: Thomas C. Chatmon, Jr. Executive Director STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of, 2016, by Buddy Dyer and Thomas C. Chatmon, Jr., well known to me and known by me as the Chairman and Executive Director, respectively, of the City of Orlando Community Redevelopment Agency, who are personally known to me or has produced a valid (State) Driver s License as identification. Notary Public Commission Expires: APPROVED AS TO FORM AND LEGALITY for the use and reliance of the CRA, only., Assistant City Attorney Orlando, Florida 10

16 Exhibit A FireSpring Fund, Inc. will provide seed capital to early-stage technology companies located in Central Florida that demonstrate significant growth potential with a broad national or international reach. Target companies include computer software companies (Internet, big data, gaming, digital media, simulation, analytics) and product manufacturers (advanced materials, clean energy, physical products and computer electronics). Average investments are expected to be from between $25k to $225k per company. Companies are chosen for investment by the FireSpring Board and investments are staged based on the entrepreneur reaching milestones including completion of a formal twelve week accelerator program to be conducted at its offices located within the Downtown Community Redevelopment Area at 101 South Garland Avenue. Businesses located within the Area will be specifically encouraged to apply for the accelerator program and locate their offices within the Area if not already located there. 11

17 Exhibit B Performance Standards FIRESPRING shall maintain its offices and business incubator within the Area at 101 South Garland Avenue. FIRESPRING shall operate, or cause to be operated, an accelerator program within the Area, with a minimum of two classes being held during the Term of the Agreement. FIRESPRING shall encourage businesses it works with through the accelerator application process and classes to locate within the Area. FIRESPRING shall strive to have at least 100 applicants to the accelerator during the Term of the Agreement. FIRESPRING shall provide outreach to Area businesses to encourage applications to the accelerator from businesses already operating within the Area. FIRESPRING will raise awareness about its programs within the Area by serving as a guest speaker at the DDB s What s Up Downtown! Program. FIRESPRING will raise a minimum of $1,000, by July 1, FIRESPRING will work with its partner entities to provide community enrichment in the technology field, particularly in the Parramore area. 12

18 Exhibit C 13

19 HIGH WAGE/HIGH VALUE JOB CREATION PROGRAM AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF ORLANDO AND THE TOPPS COMPANY, INC. THIS AGREEMENT is entered into by and between the Community Redevelopment Agency of the City of Orlando, Florida, a body politic and corporate of the State of Florida, with a principal address of 400 South Orange Avenue, Orlando, Florida (hereinafter referred to as the CRA ), and The Topps Company, Inc. (hereinafter referred to as Topps ), a Delaware corporation with a mailing address of One Whitehall Street, New York, New York 10004, and whose Federal Employer I.D. Number is W I T N E S S E T H: 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, the Downtown Orlando Community Redevelopment Plan (the Plan ) provides for the CRA to create economic development programs, specifically including a High Wage/High Value Job Creation Program, and provides incentives under such programs; and WHEREAS, in an effort to accomplish the objectives of Part III, Chapter 163, Florida Statutes and the goals of the Plan, the CRA established the High Wage/High Value Job Creation Program (the Program ) in order to encourage targeted industries and targeted headquarters to locate high-value jobs to the Downtown Orlando Community Redevelopment Area (the Area ); and WHEREAS, the Program is intended to provide funding incentives for job creation ( Program Incentives ) to qualified companies upon locating additional high-value jobs to a Downtown Orlando location within the Area; and WHEREAS, the funding shall be contingent upon the number of jobs established and compliance with the terms and conditions of each Program Incentive in which the company is participating; and WHEREAS, Topps is a manufacturer and retail distributor of trading cards and creator of digital applications, and wants to expand its digital games division for the production of sports mobile games, which will include software development; and WHEREAS, Topps is a targeted industry proposing to create high-value job opportunities in the Area (the Project ); and WHEREAS, Topps will be expanding its business already established in New York City into Downtown Orlando, and therefore anticipates creating 16 new high-value jobs in the Area over a three-year period with an average annual salary of $87,778.00, which is 200% of the average annual wage in Orange County; and 1

20 WHEREAS, the CRA proposes to provide Topps funds from the High Wage/High Value Job Creation Program for Program Incentives set forth in Exhibit B in an amount not to exceed Thirty-Two Thousand Dollars and No Cents ($32,000.00) to be paid to Topps in annual payments, in arrears, beginning in Fiscal Year (FY) which will be based on Topps s actual job creation; and WHEREAS, in addition to the Program Incentives, the City of Orlando will also provide Topps an appropriation by separate Resolution of Twenty-Two Thousand, Four Hundred Dollars and No Cents ($22,400.00) as local participation in the State Qualified Target Industry Tax Refund Program ( QTI ) for FY s through , resulting in a total award amount from the City and CRA of $54,400.00; and WHEREAS, the CRA finds and declares it is in the public s best interest to award these funds to Topps pursuant to this Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties do agree as follows: 1. Recitals. The above recitals are true and correct and form a material part of this Agreement. 2. Incorporation of Premises. The premise of this Agreement is incorporated herein as if fully set out below. All exhibits to this Agreement are hereby deemed a part hereof. 3. Effective Date. This Agreement shall be effective on the date it is last executed by a party hereto, and shall, unless sooner terminated as provided herein, automatically terminate ten (10) years after the creation of the last incented job. 4. Obligations of the CRA: a. The CRA shall appropriate an amount not to exceed the total sum of $32, from the High Wage/High Value Job Creation Program for FY s through The CRA shall make annual payments ( Program Payments ) beginning in Fiscal Year (FY) , in accordance with the schedule in Exhibit B, based on the actual number of jobs created as shown in the Annual Report described in section 8 herein, provided Topps meets its obligations as set forth in section 5. b. The CRA s obligations to make the Program Payments shall arise only upon receipt of the following: i. Topps s written request for a Program Payment for the applicable calendar year by March 1 of the following calendar year; and 2

21 ii. Topps s provision to the CRA of all documents, statements, including the Annual Report, and other evidence of completion of the requirements contained in this Agreement and the applicable Program Incentive(s), as described in Exhibit A, which is incorporated herein by reference. c. Provided the CRA has determined that Topps has complied with the requirements of this Agreement and the applicable Program Incentive(s), the CRA shall make the appropriate Program Payment within 90 days of receipt of a written request for a Program Payment. d. Topps expressly understands that the CRA will not accrue obligations for Program Payments for calendar years in which Topps fails to provide a written request for payment by March 1 of the following calendar year. 5. Obligations of Topps: a. Topps shall create 16 new jobs in a three-year period, paying an average annual wage of $87, not including benefits, in accordance with the schedule set forth in Exhibit B. The CRA shall pay a prorated portion of the Program Payments referenced in subsection 4a based on the actual number of jobs created as shown in the Annual Report described in section 8 herein. b. Topps shall comply with the terms and conditions set forth for each Program Incentive in Exhibit A in which Topps is participating, as listed in Exhibit B. If Topps fails to comply with such terms and conditions, or fails to create the requisite number of jobs, then Topps shall receive no Program Payment referenced in subsection 4a for that particular Program Incentive(s) for that particular year and any remaining year(s). c. Topps shall maintain the requisite number of jobs for the ten-year period following the creation of the last incented job. Topps shall notify the CRA of any changes to the number of incented jobs during this maintenance period. Topps understands that if it fails to maintain the requisite number of jobs for the ten-year period following the creation of the last incented job, then Topps must reimburse the CRA a prorated portion of the Program Payments based on the actual time period the jobs were in existence. 3

22 6. Termination. a. This Agreement shall terminate on September 30, 2030, unless terminated sooner as provided herein. b. If Topps breaches any material term of this Agreement and such breach remains uncured for a period of thirty (30) days, the CRA may terminate the whole or any part of this Agreement and may pursue any and all legal remedies available to seek reimbursement of funds already paid. c. Before the CRA may exercise its right of termination, the CRA shall provide written notice to Topps of Topps s breach or default and Topps shall have thirty (30) days thereafter within which to cure the breach or default. d. Waiver by the CRA of breach of any of the provisions of this Agreement shall not be deemed a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 7. Records. Topps shall maintain books, records, and other evidence relating to the Project in accordance with generally accepted accounting principles, procedures and practices, which documents the Project in a manner that fulfills the requirements of this Agreement. 8. Annual Report. Topps shall submit an Annual Report to the CRA in the format provided in Exhibit C for each applicable calendar year that a Program Payment is due as indicated in Exhibit B. The Annual Report shall be submitted no later than March 1 of the calendar year following the applicable year that a payment is due. This report shall show the actual number of jobs created and/or maintained, the time period in which the jobs were created and/or maintained, and the location and wages of the jobs created and/or maintained. Topps shall not receive Program Payments for calendar years in which Topps fails to submit an Annual Report by March Audit. Topps expressly acknowledges that, during the term of this Agreement, the CRA shall have the right to audit the books and records from time to time to verify compliance by Topps with the terms, conditions, limitations, restrictions and requirements of this Agreement. The CRA shall, upon reasonable notice, have full access during normal business hours for inspection, review and audit of the books and records. Any cost incurred by Topps as a result of a CRA audit shall be the sole responsibility of and shall be borne by Topps. 4

23 10. Repayment. Topps shall be liable for repayment of any Program Payments dispersed under the terms of this Agreement, which may be deemed by the CRA to have been dispersed in error. 11. Indemnification. Topps shall indemnify and hold harmless the CRA, its agents, employees, and elected and appointed officials, from and against all claims, damages, losses, and expenses (including all attorney s costs and fees, and all attorney s costs and fees on appeal) arising out of or resulting from Topps s performance or activities as provided herein. 12. Notification of Address Change. Topps shall notify the CRA of any changes to the mailing and principal address of any of its offices within ten (10) calendar days of the official address change. 13. Force Majeure. The parties shall use reasonable diligence to ultimately fulfill the intent of this Agreement but shall not be liable to each other, or their successors or assigns, for damages, costs, attorney s fees (including costs or attorney s fees on appeal) for breach of contract, or otherwise for failure, suspension, diminution, or other variations of services occasioned by any cause beyond the control and without the fault of the parties. Such causes may include but shall not be limited to, Acts of God, or of the public enemy, acts of other government (including regulatory entities or court) in its sovereign or prior contractual capacity, fires, floods, epidemics, quarantines, restrictions, strikes, or failure or breakdown of transmission or other facilities. 14. Controlling Laws. a. 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 CRA now in effect and those hereinafter adopted. b. 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. 15. Miscellaneous. a. Topps warrants that it has not employed or retained any company or person, other than a bona fide employee or consultant working for them, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for them, any fee, commission, percentage, gift, or any other consideration that is contingent upon or resulting from the award or making of this Agreement. 5

24 b. Topps warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, or marital status. c. 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. Amendment to or waivers of the provisions herein shall be made by the parties in writing. d. If any 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 and independent provision and such holding shall not affect the validity of the remaining portion hereto. e. If either party has to file suit to enforce the terms of this Agreement or pursue reimbursement of funds, the prevailing party shall be entitled to attorney s fees. f. Upon execution, this Agreement shall be recorded in the Public Records of Orange County, Florida. 16. Notices. Any notices required or allowed herein under shall be in writing and given by certified mail, return receipt requested, or in person with proof of delivery to the addresses below or such other addresses either party shall have specified by written letters to the other party delivered in accordance herewith: CRA: Executive Director Community Redevelopment Agency 400 South Orange Avenue, 6 th Floor Orlando, FL Economic Development Department Director City of Orlando 400 South Orange Avenue, 3 rd Floor Orlando, FL Topps: The Topps Company, Inc. c/o Canvs Attn: Dan Baker 101 S Garland Ave #108 Orlando, FL

25 IN WITNESS WHEREOF, the parties hereto have executed these presents and have set their hands and seals each upon the date so indicated. [signatures on the following pages] 7

26 THE TOPPS COMPANY, INC., a Delaware corporation, WITNESSES: Print Name: By: Print Name: Title: Print Name: STATE OF COUNTY OF PERSONALLY APPEARED before me, the undersigned authority,, [ ] well known to me or [ ] who has produced his/her as identification, and known to me to be the of The Tops Company, Inc., and acknowledged before me that he/she executed the foregoing High-Value Job Creation Program Agreement on behalf of said corporation, as its true act and deed, and that he/she was duly authorized to do so. WITNESS my hand and official seal this day of, NOTARY PUBLIC Print Name: My Commission Expires: 8

27 COMMUNITY REDEVELOPMENT AGENCY By: Chairman Print Name: Date: ATTEST: Executive Director Print Name: Date: APPROVED as to form and legality, for the use and reliance of the CRA/City of Orlando, Florida only., STATE OF FLORIDA COUNTY OF ORANGE Assistant City Attorney City of Orlando, Florida PERSONALLY APPEARED before me, the undersigned authority,, [ ] well known to me or [ ] who has produced his/her as identification, and known to me to be the Chairman of the Community Redevelopment Agency, and acknowledged before me that he/she executed the foregoing High-Value Job Creation Program Agreement on behalf of the Community Redevelopment Agency as its true act and deed, and that he/she was duly authorized to do so. WITNESS my hand and official seal this day of, NOTARY PUBLIC Print Name: My Commission Expires: 9

28 EXHIBIT A HIGH WAGE/HIGH VALUE JOB CREATION PROGRAM OVERVIEW. It is the City of Orlando s and the CRA s intent to attract targeted industries and targeted headquarters with high-wage, high-value jobs to Downtown Orlando by leveraging available state and local economic development programs and providing the following incentives for the purpose of accomplishing goals such as: diversifying the local economy, growing highwage, high-value jobs; and growing targeted industries. Incentives are available for up to the first 400 jobs created by qualified companies that locate high-wage, high-value jobs to a location within the Downtown Orlando Community Redevelopment Area (the Area ). 1. Job Creation Incentive - In recognition of the Company s job creation, the CRA will provide a job creation incentive payment, as long as funds are available, of up to $2,000 per job to be paid by the CRA to the Company annually, in arrears, for a period not to exceed three (3) years. The Company will be required to maintain these jobs for an additional ten (10) year period from the creation of the last incented job. The job creation incentive is contingent upon the Company having an established minimum number of employees by the end of Year 1 at a Downtown Orlando location within the CRA and retaining a minimum number of employees at the Downtown Orlando location through Year 13. To qualify for the Program s Job Creation Incentive, the average annual wage must meet one of the following percentages: Annual Average Wage (AAW) Per job incentive value of up to 115% of the Orange County or State of Florida AAW $ % of the Orange County or State of Florida AAW $1, % of the Orange County or State of Florida AAW $2, If the Company qualifies for the Job Creation Incentive, it may qualify for one or more of the following additional incentives as long as funds are available: Creative Village Pioneer Incentive A Company that locates high wage, high-value jobs in the Creative Village may receive an additional per job incentive value of up to $2,500 as long as the following criteria are met: - Must have a minimum of 50 employees; - Must have a Memorandum of Understanding (MOU) with Creative Village Development (CVD); - Must lease space that is paying property taxes; and - Must commence a lease agreement with CVD within five (5) years from the date of the High Wage/High Value Job Creation Program Funding Agreement 10

29 ( funding agreement ), unless an extension is granted in writing by the Executive Director of the CRA at his/her discretion. Incentive payments will begin upon commencement of the lease with CVD and will be made in accordance with the funding agreement. Downtown Living Incentive An additional incentive of up to $1,000 per job incented under paragraph 1 herein may be provided to the Company having a certain number of employees with a permanent primary residence located within the Area. The following percentages of employees must be met: - 15% in Year 1; - 20% in Year 2; and - 25% in Year 3 and for the subsequent 10-year period. Appropriate documentation showing proof of residency (i.e. tax record, evidence of a lease agreement, utility bill, etc ) must be provided in accordance with the funding agreement. Public Transportation Incentive An additional incentive up to $1,000 per job incented under paragraph 1 which is utilizing a transportation spending account as defined in the Internal Revenue Code Section 132 and the federal Transportation Equity Act for the 21 st Century ( Transportation Spending Account ) may be provided to the Company who has a certain number of employees who are utilizing a Transportation Spending Account. The following percentages of employees must be met: - 15% in Year 1; - 20% in Year 2; and - 25 % in Year 3 and for the subsequent 10-year period. Appropriate documentation showing proof of the employee s use of a transportation spending account must be provided in accordance with the funding agreement. To qualify for this incentive, each Transportation Spending Account must be funded in an amount of at least $1,000 annually. 4. In addition to the above-mentioned incentives provided by the CRA, the City will guarantee its full local match for the State incentive programs including, but not limited to, the Qualified Targeted Industry Program, for the project so long as the Company continues to take the steps necessary to retain its eligibility for such programs. 5. The CRA may determine overall incentive recommendations on a case-by-case basis. 6. Cumulative incentives granted to any one Company under this Program will not exceed $5,000 per job. 11

30 EXHIBIT B Payout Schedule for Each Program Incentive 12