By Philip Kennedy,2014-07-04 08:46
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    THIS AGREEMENT made and entered this day of , 2008, by and between

    City of Orlando, a municipality organized and existing under the laws of the State of Florida (hereinafter referred to as the “City”), and Kearns Sisters, LLC (hereinafter referred to as the

    “Business Owner”), and Paul Chiaro. (hereinafter referred to the “Property Owner”), collectively

    referred to as the “parties.

    W I T N E S S E T H

    WHEREAS, the Property Owner is the owner of certain real estate located within the corporate limits of the City of Orlando, in an area referred to as the Traditional City, located at 811 N. Mills Avenue, Orlando, Florida, and more particularly described as follows in Exhibit “A” attached hereto and incorporated herein by reference (hereinafter referred to as the “Property”); and

    WHEREAS, the Business Owner is seeking to locate, expand, or redevelop in the Traditional City; and

    WHEREAS, it is the policy of the City to stimulate economic growth in the Traditional City, by either attracting new businesses or by encouraging the expansion of existing businesses; and

    WHEREAS, the creation of new employment opportunities in the Traditional City and the increased direct and indirect tax revenues resulting from such business expansion are beneficial to the local economy; and

    WHEREAS, the City Council has determined that offering economic development incentives encourages existing businesses in the Traditional City to expand and thereby creates new employment opportunities for the residents of the Traditional City; and

    WHEREAS, the Business Owner is eligible for assistance pursuant to the Arts and Culture Assistance Program (ACAP) in that it is a for-profit arts and culture related organization that it is located within the Traditional City.

    WHEREAS, the City finds and declares that it is in the public’s best interests to award economic development incentives to the Business Owner pursuant to the terms of this Agreement.


    NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

    1. Incorporation of Preamble. The above recitals are true and correct and are made a part of this Agreement as if fully set forth herein.

    2. Fee Schedule. The City has determined that the following fees are due to the City in connection with development and infrastructure costs, and hereby grants the Business Owner the sum of Seven Thousand Nine Hundred Five Dollars and 26/100 ($7,905.26):

    A. Total Project Fees Assessed: $14,884.43

    B. Total Eligible Fees Assessed: $14,810.52

    C. Fee Assistance from City:

    (a) Fee Assistance Breakdown of Total Eligible Fees:

    (i) Permitting Fees: $58.00

    (ii)Transportation Impact Fees: $11,210.17

    (iii)Sewer Fees: $3,542.35

    (iv)Public Right-of-Way Infrastructure: $0.00

    (v) Total Eligible Fees Assessed: $14,810.52

     Less $1,000 to be paid up front $ 1,000.00


     50% to be paid by City $6,905.26

     Plus $1,000 $1,000.00

    (b) Total Fee Assistance From City: $7,905.26

    D. Due From Business Owner: $6,979.17

    The parties agree that the above fees shall be paid at the time the building permit(s) is issued.

    3. Failure to Pay. Failure to pay any of the above fees in the time frame stated may, at the option of the City, result in discontinuation of sewer services, revocation or denial of Certificate of Occupancy, or any other appropriate legal action or equitable remedy available to the City, and shall result in the deferral of any City contribution to the Business Owner or Property Owner until such fees are paid.


    4. Public Access. The above-referenced incentives are conditioned upon all art displays on the Property being made available to the general public at all regular operating hours of the business located thereupon. In that regard, no person shall be denied entry to the Property, for the purpose of viewing the art contained thereupon, due to failure to make purchase or otherwise patronize the business on the Property. The Business Owner and Property Owner shall erect signage in a prominent location on the exterior of the business building indicating that such art display is open and accessible to the public during regular business operating hours.

    5. Forfeiture. The assistance referenced in paragraph 2 herein will forfeit back to the City if the Business is closed for a period of 90 days or more in total during a two-year period from the date of execution of this Agreement.

    6. Improvements. Eligible improvements done under the ACAP shall be done by entities

    under contract with the City.

    7. Indemnity. The Business Owner and the Property Owner shall indemnify and save

    harmless and defend the City, its agents, employees and elected and appointed officials from and against any and all claims, liability, losses, and/or cause of action which may arise from any negligent act or omission of the Business Owner and/or Property Owner, its agents, servants, or employees in the performance of services under this Agreement, except that such indemnification shall not extend to any claims, liability, losses, etc. attributed to the sole negligence or willful misconduct of the City, its agents, employees, or elected or appointed officials.

    8. Governing Laws. This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Orange County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

    9. Warranty. The Business Owner and the Property Owner warrants that it has not paid or agreed to pay any person, corporation, individual or firm, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement.


    The Business Owner warrants and represents that it is Business Owner’s policy that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, or marital status.

     10. Nonassignability. The Business Owner may not assign its rights hereunder without prior consent of the City. Failure to comply with this section may result in immediate termination of the Agreement.

     11. Miscellaneous.

    a. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law.

    b. The parties agree that this Agreement sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms, and conditions contained in the Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto.

    12. Notices. All notices required or permitted in this Agreement shall be sent by certified

mail, return receipt requested, and if sent to the City shall be mailed to:

    Economic Development Director City Clerk

    City of Orlando with a City of Orlando

    400 S. Orange Avenue copy to: 400 S. Orange Avenue

    Orlando, Florida 32801 Orlando, Florida 32801

and if sent to the Business Owner shall be mailed to:

    Alisha Kearns

    c/o Seven Sisters Coffee House

    811 N. Mills Avenue

    Orlando FL 32803

and if sent to the Property Owner shall be mailed to:


    Paul Chiaro

    P.O. Box 940311

    Maitland FL 32794

    IN WITNESS WHEREOF, the parties hereto have executed these presents and have set their hands and seals the day and year first above written.

    City of Orlando


    Print Name:




     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 _________________________ for the City of Orlando, and acknowledged before me that he/she executed the foregoing instrument on behalf of the City of Orlando 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 _____________, 2008.



     Print Name: ___________________________

     My Commission Expires:


     for the use and reliance of the

     City of Orlando, Florida, only.


     Assistant City Attorney




    Business Owner


    Print Name:

    Title/Affiliation: ___________________ Witnesses:


    Print Name:



    The foregoing Arts and Culture Assistance Program Agreement was acknowledged before me

    this day of , 2008, by . He/she is personally known to me or has produced as identification.

    Notary Public:

    My Commission Expires:

    Property Owner


    Print Name:

    Title/Affiliation: __________________



    Print Name:




    The foregoing Arts and Culture Assistance Program Agreement was acknowledged before me

    this day of , 2008, by . He/she is personally known

    to me or has produced as identification.

    Notary Public:

    My Commission Expires:


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