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HomeMy Public PortalAbout089-2011 - Metro - Focus Four LLC - Dana BuildReimbursement Agreement This Reimbursement Agreement ("Agreement") is dated as of June 23 , 2011 and is between Focus Four, LLC, an Indiana limited liability company ("Focus Four") and the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety ( the "City of Richmond"). Whereas Focus Four owns real property located at 1400-1500 Industries Road, Richmond, Indiana (the "Property"); Whereas, the City of Richmond has expressed an interest in purchasing the Property to develop a business incubator to further its Certified Technology Park initiative of supporting, attracting, and growing knowledge -based companies in Wayne County, Indiana and promoting entrepreneurial opportunities within the community; Whereas, Xennovate Medical, an early -stage, Richmond based company which supplies integrated and 3D-crosslinked hydrocolloid medical adhesives to the medical products converter industry has an immediate need for manufacturing incubator space and is seeking assistance from the City of Richmond during its early stage development; Whereas, Focus Four, in anticipation of selling the Property to the City of Richmond, has agreed to pay for space preparation, equipment rigging, utilities and rent abatement in connection with the use of a portion of the Property by Xennovate until a sale of the Property can be consummated with the City of Richmond. NOW, THEREFORE, in consideration of the foregoing recitals and the following agreements, the parties agree as follows: 1. Focus Four agrees to pay for certain costs related to space preparation, equipment rigging, equipment setup, and utilities for Xennovate's use of the Property ("Xennovate Costs"). 2. Focus Four agrees to provide manufacturing space consisting of approximately 1,792 square feet for the exclusive use of Xennovate, together with a non-exclusive right to use the common areas as they exist from time to time, with a current allocation of common areas to Xennovate of 896 square feet, for a total rentable square footage of 2,688 square feet at no cost to Xennovate. It is agreed that the rent abatement cost shall be calculated on a monthly basis at $1,344 per month ("Rent Abatement"). 3. The City of Richmond agrees to reimburse Focus Four all Xennovate Costs and Rent Abatement , if for any reason due to action or inaction of the City of Richmond, the proposed sale is not consummated on or before August 30, 2011; provided however, such reimburse shall not exceed Twenty -Five Thousand Dollars ($25,000). Contract Number 89-2011 4. Focus Four is not an employee or agent of the City of Richmond. City of Richmond is not an employee or agent of Focus Four. This Agreement shall not be construed to apply any third - party beneficiary status to anyone, nor shall it be construed to apply any third -party beneficiary status to Xennovate to any extent beyond what is outlined in this Agreement. 5. All notices and other communications under this Agreement shall be in writing, signed by the party giving it and shall be deemed given, if delivered personally, when received, if sent by first class mail (postage prepaid), on the second business day after being mailed, or if sent by a recognized overnight courier (receipt confirmation received) or by facsimile (transmission confirmation received), on the next business day after being sent, and shall be sent to the parties at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision): Focus Four, LLC Attn. Mark Harrington 4251 Industries Road West Richmond, IN 47374 City of Richmond, Indiana Attn. Tony Foster 50 North Fifth Street Richmond, IN 47374 6. This Agreement has been executed and delivered in the State of Indiana, and shall be governed by and construed in accordance with the laws of the State of Indiana. This Agreement shall be binding upon the parties, their successors and assigns. This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations here without the prior written consent of the other party. 7. The parties hereto submit to the jurisdiction of the courts of Wayne County, Indiana, and suit arising under this Agreement, if any, must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said courts. 8. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except in writing executed by each of the parties hereto. No waiver of any of the provisions hereof shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver. 9. This Agreement may be transmitted between the parties electronically or digitally. The parties intend that electronically or digitally transmitted signatures constitute original signatures and are binding on the parties. The original document shall be promptly executed and/or delivered, if requested. This Agreement may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10. Any person executing this Agreement in a representative capacity hereby warrants that he has been duly authorized by his or her principal to execute this Contract. 11. In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. In WITNESS WHEREOF, Focus Four and City of Richmond have each caused this Agreement to be duly executed and delivered as of the date first above written. "CITY OF RICHMOND" INDIANA BY AND THROUGH ITS Board of Public Works and Safety By: S/S Vicki Robinson Vicki Robinson, President By: S/S Dian Lawson Dian Lawson, Member By: S/S Anthony L. Foster, II Anthony L. Foster, II, Member Date: June 23. 2011 APPROVED: S/S Sarah L. Hutton Sarah L. Hutton, Mayor Date: June 24. 2011 "FOCUS FOUR" FOCUS FOUR LLC By: S/S Mark Harrington Printed: Mark Harri Title: President Date: June 24, 2011