MEETING NOTICE AGENDA. 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, October 28, 2015 at 3:00 p.m., City Hall, Second Floor Sustainability Conference Room, 400 South Orange Avenue, Orlando, Florida. 1. Call Meeting to Order AGENDA 2. Roll Call 3. Approval of Minutes - August 26, Parramore Update Walter Hawkins, Director of Urban Development 5. Executive Director s Report Thomas C. Chatmon Jr. 6. Public Comment 7. New Business a. MEBA Funding Agreement Nikki s Place - Mercedes Blanca, Economic Development Coordinator b. Downtown Relocation Assistance Program and Implementation Agreement Thomas C. Chatmon Jr., Executive Director 8. Date of Next Meeting December 9, 2015, 3:00 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: October 28, 2015 SUBJECT: Agenda items to be considered at the Community Redevelopment Agency Advisory Board Meeting for Wednesday, October 28, Approval of Minutes: Staff will be available to answer any questions prior to Board consideration of approving the minutes of the August 26, 2015 Community Redevelopment Agency Advisory Board Meeting. Parramore Update: Walter Hawkins, Director of Urban Development Executive Director s Report: Thomas C. Chatmon Jr., Executive Director Public Comment: New Business: a. MEBA Funding Agreement Nikki s Place: The Minority/Women Business Assistance Program was approved by the CRA on August 28, The MEBA Program assists with small business retention and creation in the MEBA target area as defined within the Downtown Orlando Community Redevelopment Area. The MEBA Program provides financial assistance of up to $40, to qualified new and existing retail and service businesses for retention/relocation expenses, purchase of capital equipment, marketing services, and business start-up expenses. Nikki s Place, Inc. is owned by Nick and Elaine Aiken and is located in the Downtown Orlando Community Redevelopment Area at 742 West Carter Street. The applicants established Nikki s Place in September of 1998, but Mr. Aiken began working at this location in the 1950s for his aunt who owned the restaurant at the time under a different name. The applicants have requested $25, to be used towards costs associated with capital equipment and capital improvements. The MEBA Advisory Board recommended approval of funding up to $25, at the October 14, 2015 MEBA Advisory Board Meeting.

3 Staff is requesting that the CRA Advisory Board recommend approval of the MEBA Funding Agreement between the CRA and Nikki s Place, 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. Downtown Relocation Assistance Program and Implementation Agreement As noted in the 2010 Amendment to the Downtown Orlando Community Redevelopment Area Plan ( Redevelopment Plan ), although Downtown Orlando has experienced tremendous growth and an enhanced quality of life for many, not everyone residing in Downtown Orlando has experienced that enhanced quality of life. The Orlando area has the largest unsheltered chronic homeless population in Florida, over 1,577 people. Approximately one third of those are residents of the Downtown Orlando Community Redevelopment Area ( Downtown Area ). The Redevelopment Plan states: With nowhere to go during the day, unemployed or disabled people congregate in public places downtown, often sitting or standing in one area for long periods of time with their personal belongings in tow. This activity often creates a perception of that neighborhood being unsafe to others in the community. Without outreach to connect homeless people with vital services, these numbers will continue to increase. With proper supports in place, many of these individuals can be moved out homelessness and into self-sufficiency. Aside from the obvious humanitarian benefit, this action will address a significant barrier to redevelopment within the Downtown Area. It will reduce the impacts felt by those businesses, residents and workers within the Downtown Area as a result of a concentration of homeless persons within the Downtown Area. Following the lead of the City of Orlando, the Continuum of Care, the Central Florida Commission on Homelessness and HUD, the CRA, in its most recent amendment to the Redevelopment Plan, adopted on May 4, 2015, specifically finds the creation of permanent supportive housing with wraparound services to be a key solution for the chronically homeless within the Downtown Area. Additionally, the Redevelopment Plan contemplates the CRA s establishing of a relocation policy and funding of payments pursuant to such policy. The Downtown Relocation Assistance Program ( Program ) seeks to provide chronically homeless within the Downtown Area with needed assistance in relocation from the Downtown Area into permanent housing. This assistance is accordance with sections (2)(k) and (6)(d), Florida Statutes, and, as stated above, the Redevelopment Plan. To be eligible for relocation assistance, individuals must meet HUD s definition of chronically homeless, must reside within the Downtown Area, and must meet specific low income requirements. If eligible, persons may qualify for relocation assistance possibly including rental assistance, utility allowance payments, and security and utility deposits. The proposed Downtown Relocation Assistance Program Implementation Agreement contemplates implementation of the Program by Homeless Services Network of Central Florida, Inc. ( HSN ), the coordinator of the region s coordinated entry system. The Agreement contemplates the CRA s contribution of $500, per fiscal year for each fiscal year during the five year term of the Agreement, not to exceed a total of $2,500, HSN will provide the services described in the Scope of Services within the Agreement, generally locating participants, verifying eligibility, finding appropriate housing, and entering into agreements with landlords providing housing. HSN will be paid by the CRA on a reimbursement basis upon the providing of adequate documentation. Staff requests that the CRA Advisory Board recommend to the CRA approval of the Downtown Relocation Assistance Program Policies and Procedures and the Downtown Relocation Assistance Program Implementation Agreement, subject to review and approval by the City Attorney s Office,

4 and authorization for the Chairman and Executive Director to execute the Agreement. Date of Next Meeting Adjournment

5 MINORITY/WOMEN ENTREPRENEUR BUSINESS ASSISTANCE PROGRAM FUNDING AGREEMENT Nikki s Place, Inc. This MINORITY/WOMEN ENTREPRENEUR BUSINESS ASSISTANCE PROGRAM FUNDING AGREEMENT (hereinafter referred to as the Agreement ) is made and entered into by and between the Community Redevelopment Agency of the City of Orlando, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (hereinafter referred to as the CRA ), the principal address of which is Orlando City Hall, 6 th Floor, 400 S. Orange Ave., Orlando, Florida 32801, and Nikki s Place, Inc., a Florida corporation (hereinafter referred to as Grantee ), the principal address of which is 742 West Carter Street, Orlando, Florida (hereinafter singularly referred to by their respective designation contained hereinabove, or as the Party, and collectively as the Parties ). WHEREAS, the CRA was created as a public body corporate and politic of the State of Florida, for the purposes of the community redevelopment objectives of Part III, Chapter 163, Florida Statutes; and WHEREAS, in an effort to accomplish the objectives of Part III, Chapter 163, Florida Statutes, and further implement the Downtown Orlando Community Redevelopment Plan adopted pursuant thereto, the CRA has adopted and established the Minority/women Entrepreneur Business Assistance Program (hereinafter referred to as the Program ), which provides CRA financial assistance towards certain specified start-up, retention, or relocation costs and expenses for eligible enterprises within the Program s Target Area ( Target Area ) within Downtown Orlando; and WHEREAS, the CRA has found and declared that the Program serves an important and significant public purpose and is necessary and proper in order to promote the health, safety, and welfare of the public by furthering the eradication of slum and blight by providing vibrant retail within the Program s Target Area; and WHEREAS, Grantee is eligible for CRA financial assistance pursuant to the Program because it is an existing for-profit restaurant business that is located at 742 West Carter Street, Orlando, Florida, which is located within the Program s Target Area; and WHEREAS, the retention of Grantee s business will further the CRA objective of providing new and improved neighborhood businesses within the Program s Target Area; and WHEREAS, Grantee is seeking assistance under the Program in the form of reimbursement for capital equipment and capital improvements; and WHEREAS, in order to offset such expenses of the business, the CRA, upon recommendation by the MEBA Advisory Board and CRA Advisory Board, awarded funding in Page 1 of 9

6 an amount of up to Twenty-Five Thousand, Five Hundred and Fifty-Two Dollars and Seventeen Cents ($25,552.17) ( the MEBA grant ) to be given pursuant to and contingent upon the terms of this Agreement; and NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the CRA and Grantee agree as follows: 1. Incorporation of Recitals. The recitals set forth hereinabove are true and correct and are incorporated herein as if fully set out below. 2. Funding. Subject to Grantee complying with the conditions contained in section 3 hereunder, the CRA shall provide funding up to the amount of Twenty-Five Thousand, Five Hundred and Fifty-Two Dollars and Seventeen Cents ($25,552.17) in accordance with the following: a. Upon Grantee providing invoices, receipts, and other appropriate documentation of the expenditures made by Grantee, deemed acceptable by the Executive Director of the CRA, the CRA shall pay to Grantee an amount not to exceed Twenty-Five Thousand, Five Hundred and Fifty-Two Dollars and Seventeen Cents ($25,552.17) as reimbursement for purchases made in the following categories associated with the retention of the business in the Target Area. Purchases must be made after the Effective Date of this Agreement. The amounts which the CRA will reimburse for a particular item(s) within a category will be the actual amount of Grantee s expenditure for such item(s) as reflected in the documentation provided to the CRA by Grantee as required by this section. However, the total amount reimbursed will not exceed the MEBA grant. Capital Equipment -One stove (six-burner with grill and two ovens) -Two convection ovens (to replace existing stacked ovens) -Installation costs -One deep fryer -New refrigerator motor (for reach-in refrigerator) Capital Improvements -Tile installation in restrooms, back hall area leading to restrooms, and main dining room -New signage for the building and doors -New awnings Total:..$25, b. If all items for above categories have been purchased and the amount the CRA has reimbursed Grantee is less than $25,552.17, Grantee may use the remaining funds for other item(s) not included in the proposal submitted, but that are associated with the Page 2 of 9

7 retention of the business, upon approval by the Executive Director of the CRA, provided that the total amount reimbursed Grantee under the terms of this Agreement does not exceed the MEBA grant. c. Any items listed in the above categories may not be substituted for a similar or different item(s) without approval from the Executive Director of the CRA or his/her designee. d. If a specified amount is allocated to a specific category listed above, such funds cannot be shifted in whole or in part to another category without approval from the Executive Director of the CRA or his/her designee. 3. Conditions to Funding. The CRA shall not be obligated to provide the funding enumerated in Section 2 hereof to Grantee unless Grantee first meets the requirement set forth in subsection (a) and maintains compliance with the other conditions listed thereafter during the term of this Agreement: a. Grantee shall provide a Design Action Plan (DAP) to the MEBA Program Manager prior to receiving the first payment from the CRA pursuant to section 2 herein. b. Grantee shall remain open for business as Nikki s Place at 742 West Carter Street, Orlando, Florida. c. Grantee shall, at a minimum, be open for business at least five (5) days a week and at least eight (8) hours per day for a minimum of forty (40) hours each workweek. d. Grantee shall display the Downtown Orlando logo, as provided by the CRA, on the front main entrance door of the business. e. Grantee shall install dynamic and highly visible identification signage. All signage must comply with the sign regulations of the City of Orlando and are subject to the approval of the City of Orlando Downtown Development Board Architectural Review Board (hereinafter referred to as the ARB ). f. Grantee shall maintain active, transparent, and clear storefront windows. g. Grantee shall seek technical assistance from an economic development organization or company, approved by the CRA Executive Director, or his or her designee, on an asneeded basis to address financial issues, business strategy, or marketing. h. Grantee shall execute a Security Agreement and Continuing Guaranty simultaneously with this Agreement. 4. Deferred Loan. The MEBA grant is a deferred loan, whereby no interest will accrue upon the principal of the total award amount and payment to the CRA shall be deferred during the term of this Agreement. The loan shall depreciate at 33% each year for the first two Page 3 of 9

8 years and 34% for the third year. At the end of the three-year period, the loan shall be forgiven in its entirety as long as the Grantee is in compliance with the terms and conditions of this Agreement. In the event of a Default, the CRA shall be entitled to a pro rata share (using a threeyear amortization schedule for the loan proceeds) of the total loan amount. 5. Progress and Financial Reporting. During the term of this Agreement, Grantee shall submit quarterly reports to the Program Manager for the MEBA Program. Such reports shall demonstrate Grantee s compliance with the Conditions to Funding enumerated in Section 3 herein and shall be in a form that is acceptable to the CRA s Executive Director. Such reports shall also include the number of clients served and profit and loss statements. In addition, Grantee shall provide an Annual Status Report to the MEBA Advisory Board and the CRA Advisory Board at a Board meeting. Grantee shall obtain the reporting format for both the quarterly and annual reports from the Program Manager. 6. Covenants, Representations, and Acknowledgements of Grantee. Grantee hereby covenants, represents, and acknowledges the following: a. Grantee has or will obtain all federal, state, and local permits or other government authorizations and approvals required by law in order to operate the business at 742 W. Carter Street, Orlando, Florida. b. Grantee shall at all times be in compliance with the Orlando City Code, including, but not limited to, code sections pertaining specifically to planning, zoning and permitting, and Grantee shall maintain a current and valid City of Orlando occupational license (also referred to as business tax receipt ) or licenses at all times. This part is not intended to preclude the City of Orlando from granting Grantee certain waivers, exemptions, or variances as allowed under the Orlando City Code. c. Grantee shall make timely payment of any and all taxes owed by Grantee. d. Grantee has not and will not apply for funding through The City of Orlando Business Assistance Program. 7. Books and Records. Grantee shall compile and maintain accurate books and records indicating its compliance with the requirements of this Agreement, and shall make such records available at a mutually agreed upon time for inspection and/or audit by the CRA during regular business hours. 8. Default. The occurrence of any one of following events or conditions shall constitute a default and breach of this Agreement by Grantee, and shall entitle the CRA to enforce the terms of the Security Agreement, immediately cease any payments contemplated herein to Grantee, seek reimbursement of any funds already paid by the CRA to Grantee, and terminate this Agreement upon ten (10) days written notice to Grantee: a. Grantee s failure to comply with any of the requirements and Conditions to Funding contained herein at Section 3. Page 4 of 9

9 b. Grantee s failure to maintain and operate the business, except for normal U.S. holidays, as required in Section 3(b) herein at anytime during the term of this Agreement. (A temporary closure may only be permitted with prior written approval of the CRA.) c. Grantee s abandonment or permanent closing of the business without prior written notice to the CRA. d. Grantee s sale of the business or change of the current business that would not independently qualify for the Program. e. Grantee s making of a material misrepresentation in any certification or communication submitted by the Grantee to the City in an effort to induce the award of the grant, payment or the administration thereof that is determined to be false, misleading, or incorrect in any material manner. f. Grantee is found guilty of, or enters a plea of no contest for, committing a misdemeanor or felony that is related to this Agreement. Failure of the CRA to declare a default shall not constitute a waiver of any rights by the CRA. Furthermore, the waiver of any default by the CRA shall in no event be construed as a waiver of rights with respect to any other default, past or present. 9. Indemnification. To the extent permitted by law, Grantee shall indemnify, defend and hold harmless the CRA, its agents, employees, and elected and appointed officials, including the Advisory Boards to the CRA and their members, from and against all claims, damages, losses, and expenses (including all attorneys costs and fees reasonably and actually incurred, and all attorneys costs and fees on appeal) arising out of or resulting from Grantee s performance under this Agreement, and which are caused in whole or in part by Grantee, its agents, employees or subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. 10. Bankruptcy. In the event (a) an order or decree is entered appointing a receiver of Grantee or its assets, which is not appealed (or if appealed is determined adverse to Grantee) or (b) a petition is filed by Grantee for relief under federal bankruptcy laws or any other similar law or statute of the United States, which action is not dismissed, vacated or discharged within sixty (60) days after the filing thereof, then the CRA shall have the right to immediately terminate this Agreement. 11. Force Majeure. The parties shall use reasonable diligence to ultimately accomplish the purpose of this Agreement but shall not be liable to each other, or their successors or assigns, for breach of contract, including damages, costs, and attorney s fees (including costs or attorney s fees on appeal) as a result of such breach, or otherwise for failure to timely perform its obligations under this Agreement occasioned by any cause beyond the reasonable control and without the fault of the parties. Such causes may include but shall not Page 5 of 9

10 limited to acts of God, acts of terrorism or of the public enemy, acts of other governments (including regulatory entities or courts) in their sovereign or contractual capacity, fires, hurricanes, tornadoes, floods, epidemics, quarantines, restrictions, strikes, substantial shortages of building materials within the Orlando Metropolitan Area, or failure or breakdown of transmission or other facilities ( Force Majeure ). Notwithstanding anything herein to the contrary, if Grantee or the CRA is delayed, hindered or prevented in or from performing its respective obligations under this Agreement by any occurrence or event of Force Majeure, then the period for such performance shall be extended for the period of such performance is delayed, hindered or prevented, and the party delayed, hindered or prevented in or from performing shall not be deemed in breach hereunder. 12. Agency. Grantee and CRA, and their agents, contractors, and subcontractors, shall perform all activities that are contained herein as independent entities and not as agents of each other. 13. Third-party Beneficiaries. This Agreement is solely for the benefit of the parties signing hereto and their successors and assigns, and no right, nor any cause of action, shall accrue to or for the benefit of any third party. 14. Binding Nature of Agreement. This Agreement shall be binding, and shall inure to the benefit of the successors or assigns of the parties hereto, and shall be binding upon and inure to the benefit of any person, firm, or corporation that may become the successor in interest, directly or indirectly, to the Business, or any portion thereof. 15. Controlling law and venue. This Agreement and the provisions contained herein shall be construed, controlled, and interpreted according to the laws of the State of Florida, and all duly adopted ordinances, regulations, and policies of the City of Orlando now in effect and those hereinafter adopted. Unless otherwise specified in this Agreement for a particular issue, all City ordinances, rules, regulations and policies are applicable. The location for settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of this Agreement, or any breach hereof, shall be Orange County, Florida. 16. No Liability or Monetary Remedy. Grantee hereby acknowledges and agrees that it is sophisticated and prudent in business transactions and proceeds at its own risk under advice of its own counsel and advisors and without reliance on the CRA, and that the CRA bears no liability for direct, indirect or consequential damages arising in any way out of this Agreement. The only remedy available to Grantee for any breach by the CRA is one of mandamus to require the CRA s specific performance under the terms and conditions of this Agreement. 17. Relationship. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between Grantee and the CRA. Grantee cannot create any obligation or responsibility on behalf of the CRA or bind the CRA in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that it is not acting as a fiduciary for or any advisor to the other in respect to this Page 6 of 9

11 Agreement or any responsibility or obligation contemplated herein. Grantee further represents and acknowledges that no one was paid a fee, commission, gift, or other consideration by Grantee as an inducement to entering into this Agreement. 18. Personal Liability. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA in an individual capacity and neither shall any such individuals be subject to personal liability by reason of any covenant or obligation of the CRA contained herein. 19. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the specific matters contained herein and supersedes all previous discussions, understandings, and agreements. Any amendments to or waiver of the provisions herein shall be made by the parties in writing. 20. Severability. If a sentence, phrase, paragraph, provision, or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed an independent provision and such holding shall not affect the validity of the remaining portion hereto. 21. Estoppel Letter. Upon the request of Grantee or one of its lenders, the CRA hereby agrees to furnish a letter stating whether (i) this Agreement is in full force and effect, (ii) there are any defaults under this Agreement and, if any, identify them, and (iii) all amounts due and payable hereunder have been paid in full, and, if not, the outstanding balances hereunder. Such letter shall be furnished within ten (10) days after request therefore. 22. Notices. Any notice required or allowed to be delivered hereunder shall be in writing and deemed to be delivered when (i) hand delivered to the person hereinafter designated, or (ii) upon receipt of such notice when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth opposite the party s name below, or at such other address as the applicable party shall have specified, from time to time, by written notice to the other party delivered in accordance herewith: CRA: Copy to: Grantee: Thomas Chatmon Executive Director Community Redevelopment Agency Orlando City Hall 400 S. Orange Ave. Orlando, Florida Victoria Walker Assistant City Attorney Orlando City Hall 400 S. Orange Ave. Orlando, Florida Nikki s Place, Inc. Page 7 of 9

12 Attn: Nick and Elaine Akins 742 West Carter Street Orlando, Florida Assignment. Grantee shall not assign this Agreement without the prior and written consent of the CRA. 22. Term. The term of this Agreement shall be three (3) years, commencing on the Effective Date, unless this Agreement is terminated earlier. 23. Effective Date. This Effective Date of this Agreement shall be the date upon which all parties have fully executed the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year indicated below. Nikki s Place, Inc. WITNESS: Print Name Title Sign: Name: STATE OF FLORIDA COUNTY OF ORANGE The forgoing instrument was acknowledged before me this day of, 2015, by, who is the for Nikki s Place, a Florida corporation, the Grantee. He/she is personally known to me or has produced as identification. Notary Public Print Name: Commission Expires Page 8 of 9

13 For the Community Redevelopment Agency Buddy Dyer, Chairman Date ATTEST: Thomas C. Chatmon, Jr. Executive Director, CRA Approved as to form and legality for the use and reliance of the CRA only: Assistant City Attorney H:/161/VCW/Housing/MEBA Advisory Board/Nikki s Place, Inc. MEBA Agrmt Page 9 of 9

14 CONTINUING GUARANTY FOR VALUABLE CONSIDERATION, the undersigned (hereinafter the "Guarantor"), for himself or herself, his or her heirs, personal representatives, successors and assigns unconditionally guarantees to the Community Redevelopment Agency of the City of Orlando, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (hereinafter referred to as the CRA ), and its successors, endorsees and/or assigns, the performance and obligations of Nikki s Place, Inc., (hereinafter referred to as the Business ) arising under the Minority/women Entrepreneur Business Assistance (MEBA) Program Funding Agreement (hereinafter referred to as the Agreement ), including but not limited to indebtedness associated with repayment of MEBA program funds in the event of a default. The obligations hereunder are joint and several and independent of the obligations of Business, and a separate action or actions may be brought and prosecuted against the Guarantor, or either of them, whether or not action is brought against Business; Business may be joined in any such action or actions. If separate guarantees of the Business's performance and obligations under the Agreement to the CRA are executed by other guarantors, the obligations of the Guarantor hereunder shall be joint and several guarantees. Guarantor authorizes CRA, without notice or demand, and without affecting liability of Guarantor hereunder, from time to time and on any number of occasions, to (a) renew, amend, compromise, extend, accelerate, reinstate, or otherwise change the time for repayment of funds disbursed under the Agreement or any part thereof; (b) take and hold security for the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as CRA in its discretion may determine; and (d) release or substitute any one or more of the endorsers or guarantors. Guarantor acknowledges and agrees that no act or omission of any kind by CRA, including, but not limited to, the failure to take or perfect a security interest in any security for the indebtedness guaranteed, shall affect or impair this Continuing Guaranty, and the CRA shall have no duties with respect thereof to Guarantor. CRA may without notice assign this Continuing Guaranty in whole or in part at any time. Guarantor waives any right to require CRA to proceed against Business; proceed against or exhaust any security held from Business; or pursue any other remedy whatsoever available to the CRA. Guarantor waives any defense of Business. Until all of the Business's indebtedness to CRA shall have been paid in full, Guarantor shall have no right of subrogating, and shall waive any right to enforce any remedy that CRA now has or may hereafter have against Business, and shall waive any benefit of, and any right to participate in, any security now or hereafter held by CRA. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, and notices of acceptance of this Continuing Guaranty and of the existence, creation, or incurring of new or additional indebtedness. Guarantor covenants to cause Business to maintain and preserve the enforceability of any instruments now or hereafter executed in favor of the CRA and to take no action of any kind that might be the basis for a claim that the Guarantor has any defense hereunder based upon any such action or inaction of the Business.

15 Guarantor waives any right or claim of right to cause a marshalling of the Business's assets. No delay on the part of the CRA in the exercise of any right, power, or privilege under the documentation with the Business or under this Continuing Guaranty shall operate as a waiver of any such privilege, power or right. In addition to all liens upon, and rights of set-offs against, the money, securities, or other property of Guarantor given to the CRA by law, Guarantor agrees that the CRA shall have a lien upon, and a right to set-off against, all money, securities, and other property of Guarantor now or hereafter in possession of CRA without demand upon or notice to Guarantor. No lien or right to set-off shall be deemed to have been waived by any act or conduct on the part of the CRA, or by any neglect to exercise such right, and such setoff and lien shall continue in full force and effect until such right of set-off or lien is specifically waived or released by an instrument in writing executed by CRA. Guarantor acknowledges that any indebtedness of Business now or hereafter held by Guarantor is hereby subordinated to the indebtedness of Business to the CRA; and such indebtedness of Business to Guarantor, if CRA so requests, shall be collected, enforced and received by Guarantor as trustees for the CRA and be paid over to the CRA on account of the indebtedness of Business to the CRA, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Continuing Guaranty. Guarantor agrees to pay reasonable attorneys fees (including appellate fees) and all other costs and expenses that may be incurred or expended by CRA in the enforcement of the Business's obligation and of this Continuing Guaranty, whether suit be brought or not. Upon default of the Business in any of its obligations or liabilities to the CRA under the Agreement, or if Business or Guarantor shall become insolvent or make an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by or against Business or Guarantor, or if there is an appointment of a receiver for Business or Guarantor or its property, or if a judgment is obtained or writ of attachment issued against Business or Guarantor, Guarantor agrees all or any part of the obligations and liabilities of the Business and of the Guarantor to the CRA, whether direct or contingent, and of every kind or description, shall, without notice or demand, at the option of the CRA, become immediately due and payable and shall be paid forthwith by the Guarantor. Notwithstanding any provision herein or in any instrument now or hereafter evidencing said indebtedness, the total liability for payments in the nature of interest shall not exceed the limits imposed from time to time by applicable usury laws. This Continuing Guaranty shall be governed by and construed in accordance with the laws of the State of Florida and venue for any litigation among the parties shall be the courts of Orange County, Florida. Wherever possible each provision of this Guaranty shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Guaranty or application thereof shall be prohibited by or be invalid under such law, such provision or application (as the case may be) shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or other applications or the remaining provisions of this Guaranty. 2

16 Any notices given to Guarantor or CRA shall be given in the manner and to the respective addresses set forth in the Agreement. This Guaranty shall not be modified except by a writing signed by the parties hereto. Guarantor acknowledges that the CRA has been induced by this Continuing Guaranty to grant MEBA program funds to the Business, and that CRA would not have granted said funds without this Continuing Guaranty. This Guaranty may without further reference or assignment, pass to, and may be relied upon and enforced by, any successor or participant or assignee of the CRA. Guarantor hereby acknowledges receipt of a copy of the Agreement and acknowledges that he/she fully understands all terms and provisions thereof, as well as this Guaranty. IN WITNESS WHEREOF, the undersigned have hereto set their hand and seal this day of Signed, sealed and delivered in the presence of: GUARANTOR: Print Name: MEBA Program Manager Assistant City Attorney for the City of Orlando STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of 2015, by, who [ ] is personally known to me or [ ] who have produced their Florida driver s license as identification. NOTARY PUBLIC Print Name: My Commission Expires: 3

17 SECURITY AGREEMENT THIS SECURITY AGREEMENT (hereinafter referred to as Security Agreement ) is made this day of 2015, by and between Nikki s Place, Inc., a Florida corporation (hereinafter referred to as "Debtor"), and the Community Redevelopment Agency of the City of Orlando, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (hereinafter referred to as "Secured Party"). WITNESSETH: To secure the payment of an indebtedness in an amount up to and no greater than Twenty-Five Thousand, Five Hundred and Fifty-Two Dollars and Seventeen Cents ($25,552.17) payable in accordance with the Minority/women Entrepreneur Business Assistance (MEBA) Program Funding Agreement, executed contemporaneously with, and dated the same day as this Security Agreement, and also to secure any other indebtedness or liability of the Debtor to the Secured Party direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (hereinafter called the "obligations"), Debtor hereby grants and conveys to the Secured Party a security interest in: (a) the property described in Exhibit "A" attached hereto and made a part hereof (the "Collateral"), which Collateral the Debtor represents will be used primarily in business or other commercial use; (b) all property, goods and chattels of the same classes as those set forth in Exhibit "A", acquired by the Debtor subsequent to the execution of this Agreement and prior to its termination, (c) all proceeds from any sale of the Collateral, if any; and (d) all increases, substitutions, replacements, additions and accessions thereto. This Security Agreement is executed pursuant to a MEBA Program Funding Agreement simultaneously executed between the parties, and their terms and conditions are deemed incorporated within and made a part of the terms hereof, and default under the terms of the MEBA Program Funding Agreement will constitute a default hereunder. It is further covenanted and agreed by the parties that in the event of a default upon the terms of either the MEBA Program Funding Agreement or this Security Agreement, and a suit for foreclosure and/or repossession by the Secured Party, the Secured Party shall be entitled to apply to the Court having jurisdiction thereof for the appointment of a receiver of all and singular corporate assets secured by this Security Agreement; and thereupon it is expressly agreed that the Court shall forthwith appoint such receiver with the usual powers and duties of receivers in like cases; and said appointment shall be made by the Court as a matter of right to the Secured Party, and without reference to the adequacy or inadequacy of the value of the corporate assets hereby secured, or to the solvency or insolvency of the Debtor or any other party Defendant to such suit. The Debtor specifically waives the right to object to the appointment of a receiver as aforesaid and hereby expressly consents such appointment shall be made as an admitted equity and as matter of absolute right to the Secured Party and the same may be done without notice to the Debtor.

18 Security Agreement Nikki s Place, Inc. DEBTOR WARRANTS, COVENANTS AND AGREES AS FOLLOWS: To perform all of the obligations secured by this Security Agreement according to their terms. To defend the title to the Collateral against all persons and against all claims and demands, whatsoever, which Collateral, except for the security interest granted hereby, is lawfully owned by the Debtor and is now free and clear of any and all liens, security interests, claims, charges, encumbrances, taxes and assessments except as may be set forth in Exhibit "A". On demand of the Secured Party to do the following: furnish further assurance of title, execute any written agreement or do any other acts necessary to effectuate the purposes and provisions of this Security Agreement, execute any instrument or statement required by law or otherwise in order to perfect, continue or terminate the security interest of the Secured Party in the Collateral and pay all costs of filing in connection therewith. To retain possession of the Collateral during the existence of this Security Agreement and not to sell, exchange, assign, loan or otherwise dispose such Collateral without the prior written consent of the Secured Party. To keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments. To pay, when due, all taxes, assessments and license fees relating to the Collateral. To keep the Collateral, at Debtor's own cost and expense, in good repair and condition and available for inspection by the Secured Party at all reasonable times. To keep the Collateral fully insured against loss by fire, theft and other casualties, Debtor shall give immediate written notice to the Secured Party and to insurers of loss or damage to the Collateral and shall promptly file proof of loss with insurers. THE PARTIES FURTHER AGREE AS FOLLOWS: Waiver of or acquiescence in any default by the Debtor, or failure of the Secured Party to insist upon strict performance by the Debtor of any warranties or agreements in this Security Agreement, shall not constitute a waiver of any subsequent or other default or failure. Notices to either party shall be in writing and shall be delivered personally or by mail addressed to the party at the address herein set forth or otherwise designated in writing. The Uniform Commercial Code of the State of Florida shall govern the rights, duties and remedies of the parties and any provisions herein declared invalid under any law shall not invalidate any other provision of this Security Agreement. The following shall constitute a default by debtor: (1) failure by Debtor to comply with or perform any provision of this Security Agreement or the MEBA Program Funding Agreement; (2) false or misleading representations or warranties made or given by the Debtor in connection with this Agreement or 2

19 Security Agreement Nikki s Place, Inc. the MEBA Program Funding Agreement; (3) Subjection of the Collateral to levy of execution or other judicial process; (4) commencement of any insolvency proceeding by or against the Debtor; (5) death of the Debtor; or (6) any reduction in the value of the Collateral or any act of the Debtor which imperils the prospect of full performance or satisfaction of the Debtor's obligations herein. Upon any default of the Debtor and at the option of the Secured Party, the obligations secured by this Agreement shall immediately become due and payable in full without notice or demand, and the Secured Party shall have all the rights, remedies and privileges with respect to repossession, retention and sale by the applicable sections of the Florida Uniform Commercial Code respecting "Default". Upon any default and upon demand, Debtor shall assemble the Collateral and make it available to the Secured Party at the place and at the time designated in the demand. Upon any default, the Secured Party's reasonable attorney's fees (including appellate fees) and costs and the legal and other expenses for pursuing, searching for, receiving, taking, keeping, storing, advertising, and selling the Collateral shall be chargeable to the Debtor. The Debtor shall remain liable for any deficiency resulting from a sale of the Collateral and shall pay any such deficiency forthwith on demand. If the Debtor shall default in the performance of any of the provisions of this Security Agreement on the Debtor's part to be performed, the Secured Party may perform same for the Debtor's account and any monies expended in so doing shall be chargeable with interest to the Debtor and added to the indebtedness secured hereby. The terms, warranties and agreements herein contained shall bind and inure to the benefit of the respective parties hereto, and their respective legal representatives, heirs, successors and assigns. The gender and number used in this Security Agreement are used as a reference term only and shall apply with the same effect whether the parties are of the masculine or feminine gender, corporate or other form, and the singular shall likewise include the plural. This Security Agreement shall be governed and controlled by the laws of the State of Florida and venue shall be in the courts of Orange County, Florida. IN WITNESS WHEREOF, the Parties have respectively signed and sealed these presents the day and year first above written. 3

20 Security Agreement Nikki s Place, Inc. Nikki s Place, Inc., a Florida corporation, Print Name Title MEBA Program Manager Assistant City Attorney for the City of Orlando (SEAL) STATE OF FLORIDA } COUNTY OF ORANGE } PERSONALLY APPEARED before me, the undersigned authority, [ ] well known to me or [ ] who has produced as identification, and known by me to be the of the above-named corporation, and acknowledged before me that he/she executed the foregoing instrument 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: 4

21 Security Agreement Nikki s Place, Inc. For the Community Redevelopment Agency Buddy Dyer, Chairman Date ATTEST: Thomas C. Chatmon, Jr. Executive Director, CRA Approved as to form and legality for the use and reliance of the CRA only: Assistant City Attorney 5

22 Security Agreement Nikki s Place, Inc. EXHIBIT A Item(s) Qty Six-burner stove with grill and two ovens 1 Convection ovens 2 Deep fryer 1 New refrigerator motor for reach-in refrigerator 1 6