Exhibit 10.8
TECHNOLOGICAL RESEARCH AND DEVELOPMENT AUTHORITY
STATE OF FLORIDA
INVESTMENT INITIATIVE FOR ENERGY TECHNOLOGIES
TRDA FUNDING AGREEMENT
This Agreement, dated December 6, 1999 ("Effective Date"), is made by
and between the Technological Research and Development Authority of the State
of Florida, having its principal place of business at 0000 Xxxxx Xxxxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 ("TRDA") and Global Energy & Environmental
Research, Inc., having its principal place of business at 00000 X. Xxxxxxxx
Xxxxxx, Xxxx, Xxxxxxx 00000 ("XXXX").
RECITALS
WHEREAS, under a special agreement with the Florida Department of
Community Affairs ("Department"), TRDA operates a program titled "Investment
Initiative for Energy Technologies" pursuant to which TRDA may provide funding
to Florida for-profit companies;
WHEREAS, the purposes of the program are to benefit Florida's economy
and promote energy conservation and efficiency by assisting Florida companies
with the commercialization of energy-related technologies and related new or
advanced products and services, the creation of new jobs, and the replenishment
of program funds;
WHEREAS, XXXX has developed technology that will be used to produce
new and improved energy efficient products primarily for the heating,
ventilation, air conditioning and refrigeration ("HVACR") industry;
WHEREAS, XXXX has applied to TRDA for funds to complete its
development of new and retrofit products that implement the technology, and to
assemble and market such products, and TRDA is willing to fund the Project;
WHEREAS, XXXX has obtained the required matching funds from personal
funds and private investors.
NOW, THEREFORE, in consideration of the recitals and the respective
covenants, representations, warranties and obligations contained herein, and
intending to be legally bound hereby, the parties agree as follows:
A. INCORPORATION OF RECITALS. The parties represent and warrant that the
above recitals are true and correct and are hereby incorporated in the body of
this Agreement by this reference.
B. PURPOSE. XXXX has applied to TRDA for funds that it will use (i) to
complete development of a suite of energy efficient products for the HVACR
markets, and in support of Energy Service Companies that serve those markets,
and (ii) for the production and commercialization of such products. XXXX
anticipates that its products and technology will be
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used to retrofit existing air conditioning, heat pump and refrigeration systems
and, in the alternative, to replace such systems with more energy efficient
products. It believes that its Dual Path Unit Ventilator/EER+ System, currently
in development, and other products using its leading edge patented Dual Source
technology and Dual Coil technology, for which a patent is pending, will enable
XXXX to generate revenues of about $115 million by year five and a profit in
the second year of operations.
According to XXXX, federal regulations setting energy savings goals
for federal buildings and other factors, such as the age of the installed base,
restrictions on the use of refrigerants used in older systems, and the
availability of new technology, will continue to make the HVACR industry a
growth market with annual revenues in excess of $100 billion. XXXX is
positioned to take advantage of this growth market with its revolutionary
energy saving technology.
In consideration of the funds to be supplied, XXXX will make royalty
payments to TRDA from the sale or license of its products and/or technology.
The funding to a Florida corporation is expected to benefit Florida's economy
through technology enhancement, the production of high technology products, the
creation of jobs, and the replenishment of funds. This Agreement is intended to
govern the performance of the parties, including the use of TRDA funds,
commercialization goals and compliance with the requirements of the Investment
Initiative for Energy Technologies.
C. DEFINITIONS. For purposes of this Agreement, the following words and
terms shall have the meaning set forth below:
1. "Gross Sales" means all revenues recognized in accordance
with generally accepted accounting principles from the sale,
distribution, license, lease or other disposal of Products by XXXX, or
related Entities, in the Territory, less returns, allowances, prompt
payment and volume discounts that are customarily provided in the
industry. Freight, packing, insurance, and sales and other taxes based
on the sale of the Products may be deducted from Gross Sales when
included in the gross sales price, but not taxes assessed on income
derived from such sales.
2. "Inventions" means all inventions, discoveries, concepts,
research, ideas and improvements conceived or developed, individually
or jointly, prior to or during the terms of this Agreement, that
relate directly or indirectly to the Products, regardless of whether a
patent, copyright or another type of legal protection covers that
subject matter, and regardless of the tangible form in which the
subject matter is embodied.
3. "Products" means energy efficient air conditioning, heat pump
and refrigeration systems, subsystems, components, apparatus,
inventions and related services principally for the HVACR markets.
4. "Project" means all acts expressly contemplated by this
Agreement, or which are otherwise necessary for the performance of
XXXX hereunder.
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5. "Related Entities" means entities that are directly or
indirectly involved with the development, technology, sale, license or
manufacture of the Products and which are under common control or
ownership by or with XXXX.
6. "Territory" means all the countries of the world.
D. REPRESENTATIONS. XXXX represents and warrants that:
1. It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida, with its
principal office located in Lutz, Florida, and is in good standing
under the laws of the jurisdictions in which it conducts its business.
2. It intends to maintain its principal location in the State of
Florida for at least as long as any sums are due to TRDA hereunder.
3. It and the Related Entities lawfully possess the rights to
the technology required for the development and commercialization of
the Products and, with the funding provided herein, it can complete
Product development and produce, market and sell the Products in the
Territory.
4. The information supplied in the proposal and all other
documents delivered to TRDA are true, accurate and complete.
5. There are no actions, suits or proceedings pending against
XXXX or the Related Entities, or to the knowledge of XXXX, threatened
against it or the Related Entities, or orders, judgments, injunctions
or decrees that would materially affect the Products or the Project,
including the ability of XXXX to make all payments required hereunder.
6. Neither it nor the Related Entities are in default with
respect to any order of any court or governmental authority, or in
violation of any ordinances, governmental rules or regulations to
which it is a party or to which it is subject.
7. Neither it, any member of its staff, or any subcontractor is
debarred or suspended or is otherwise excluded from or ineligible to
participate on government funded programs.
E. CONDITIONS OF TRDA FUNDING. It is understood that XXXX shall:
1. Diligently perform the work in a manner that is consistent
with its original and revised proposal to TRDA, set forth as Exhibit
A, and the Work/Payment Schedule and Statement of Work set forth as
Exhibit B.
2. Provide the necessary personnel, material, services,
technology, equipment and facilities to meet the milestones and other
critical dates required to complete the Project.
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3. To the extent applicable, assist TRDA and the Department in
complying with the Stripper Well Settlement Agreement and guidance
issued by the US Department of Energy, the Financial Assistance Rules
described in Title 10, Part 600, as well as those regulations
concerning the use of oil overcharge recovery funds.
4. Upon reasonable notice, allow representatives of TRDA, the
Department, or other interested groups or parties, full access to the
facilities and work environments associated with the Project.
5. Make no future expenditures or take any action material to
the Project that has not been approved by TRDA, and immediately notify
TRDA in the event of any anticipated, proposed or actual changes
relating to (i) the scope or direction of the Project, or (ii) the
management or control of XXXX. No funds provided hereunder, whether by
TRDA or matching funds, shall be used to fund work performed, or
activities not directly related to the performance of this Agreement,
such as basic research, seminars, training programs, business plan
development, market research, the development of ancillary products
and software, interest expense, construction, claims or litigation.
6. Conduct a minimum of seventy-five percent (75%) of the work
represented by this Agreement, including the work funded by TRDA, the
matching funds and by XXXX, within the State of Florida.
7. Require that all subcontractors agree to be bound by terms
and conditions no less restrictive than those contained herein,
including such terms as relate to the indemnification of TRDA. All
subcontracts with a value in excess of twenty thousand dollars
($20,000) shall require prior approval from TRDA and copies of the
executed agreements shall be provided to TRDA within ten (10) days
after their execution.
8. Complete the Project within twelve (12) months of the
Effective Date, including all of the following: a) the development and
testing of the Product, b) the initiation and conducting of
substantial marketing activity, including sales discussions with
potential customers, c) the securing of orders for the Product, and/or
licenses with respect to the Inventions, and d) the generation of
Gross Sales.
F. TRDA FUNDING/PAYMENT.
1. The funds to be disbursed by TRDA pursuant to this Agreement
shall not exceed Two Hundred Thirty Seven Thousand One Hundred
Thirteen Dollars ($237,113.00).
2. Payments shall be in accordance with Exhibit B, the
Work/Payment Schedule and Statement of Work. It is understood that no
more than one invoice for payment may be submitted in each calendar
month and that any payment with respect thereto is conditioned on (a)
the completion of applicable tasks and subtasks and the receipt and
approval by TRDA of the deliverables contemplated by the Work/Payment
Schedule and Statement of Work, (b) the receipt of monthly reports,
and (c) such other documents,
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information and certifications required by this Agreement. When
submitted, an invoice shall be accompanied by a Milestone/Deliverables
Report as described in Section 1.
3. Payments will be issued within thirty (30) days from the
receipt and approval of a XXXX invoice containing an original
signature of an authorized XXXX representative, specifying the payment
requested, the tasks and subtasks completed, the time period covered
and the following certification:
"This is to certify that this invoice is for requesting
payment only on those tasks that have been completed in
accordance with this Agreement. It is further certified that
no portion of the funds received or to be received have or
will be used for lobbying in violation of Section 216.347 of
the Florida Statutes."
4. To the extent that any tasks and/or subtasks have not been
completed to the satisfaction of TRDA, TRDA shall both notify XXXX of
such event and withhold an amount equal to the amount requested for
such tasks and subtasks. Unless XXXX can complete the tasks and/or
subtasks, which are the subject of the notification, to the
satisfaction of TRDA before the closing of TRDA's regular payment
cycle, payment for such tasks and/or subtasks shall occur upon receipt
of invoice in the following month.
5. Requests for revisions in the Work/Payment Schedule and the
Statement of Work shall be submitted in writing and promptly reviewed
by the parties.
G. ROYALTY PAYMENTS.
1. XXXX shall pay, or cause to be paid, to TRDA royalty payments
equal to five percent (5%) of the Gross Sales of Products in any
calendar year. Such payments shall be made quarterly beginning with
the calendar quarter after the quarter during which sales of Products
are first made. Payments will apply only to the Dual Path Unit
Ventilator ("DPUV"), brand name EER+ Products and Technology.
2. It is understood and agreed that the payment obligations
hereunder shall have priority over all existing and future obligations
for the payment or reimbursement of funds obtained from all other
sources. In that regard, XXXX shall make its payments to TRDA before
making payments to other sources of funding.
3. Unless this Agreement is terminated pursuant to Section P,
below, in which case any amounts owed shall be immediately due and
payable, royalty payments shall continue without limitation as to time
until an amount equal to three times the total amount of the TRDA
funding has been received by TRDA from XXXX. At its sole option, XXXX
may make advance payments or payments in excess of those required
hereunder, and such payments shall be credited against the total
amount due.
H. EVALUATION AND REPORTING REQUIREMENTS. The Following reports,
documents and demonstrations are required for presentation and delivery to
TRDA:
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1. Monthly Reports. XXXX shall submit six (6) copies of a
monthly written report on the status of the activities that are being
conducted pursuant to this Agreement on or before the end of each
monthly period. The monthly reports will address, but not be limited
to, the following:
a. Accomplishments relative to milestones and
schedules;
b. Financial status:
(i) budget summary for the project quarter
covered by the report;
(ii) budget summary for the project overall to
date;
(iii) explanation for any requested budgetary
changes;
c. activities of each contractor, subcontractor or
other participants;
d. detail of any slippage or any difficulties
encountered;
e. measures taken by XXXX to address items in (d)
above;
f. explanation for any requested change in focus or
timeline for the Project;
g. material changes in project personnel;
h. any other material changes that could affect the
outcome or commercial potential of the Project;
i. anticipated date for first distribution or sale of
the Product;
j. savings as a result of incorporation of the Product
into XXXX'x production process, if applicable;
k. results of any demonstrations and testing;
l. the intellectual property rights maintained by XXXX
in the Products;
m. patent and copyright indemnities provided by XXXX to
any person or entity in connection with the Project.
2. Milestone/Deliverables Report. XXXX shall submit a
Milestone/Deliverables Report, consistent with Exhibit B, the
Work/Payment Schedule and Statement of Work, with each invoice. The
Milestone/Deliverables Report shall include all the designated
designs, test plans, test results, etc., and provide specific detail
describing and verifying the achievement of the respective project
tasks. The invoice accompanying the Milestone/Deliverables Report
shall be for an amount no greater than specified on the Work/Payment
Plan.
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3. Final Report. Twelve (12) copies of a final Project report
must be submitted to TRDA not later than thirty (30) calendar days
after completion of the work specified hereunder. A final
invoice/fiscal report must be submitted not later than sixty (60)
calendar days after completion of the work specified hereunder. The
final project report will include a narrative that details and
evaluates the accomplishments and impacts of the Project, and the
final fiscal report will address each of the items referenced in (a)
through (k) above.
4. Demonstrations. XXXX shall demonstrate to TRDA and the
Department the significant testing of any prototype item and the final
testing or utilization of the finished commercial Products.
5. Semi-Annual Impact Surveys. XXXX will complete and return to
TRDA on a semi-annual basis such Economic Impact Surveys for up to ten
(10) years after the conclusion of the Project work or until such time
as XXXX has made full payment as defined in paragraph G, ROYALTY
PAYMENTS, to TRDA, whichever comes first.
6. Financial Statements. XXXX shall provide to TRDA a financial
report, including balance sheet and income (P&L) statement, along with
a copy of its annual Federal Corporate Income Tax Return which is
prepared by an independent certified public accountant, and a job cost
detail report that reflects costs incurred for which TRDA funds and
those from any other source with respect to the Project were used.
This report shall be submitted within ninety (90) days from the end of
each fiscal year, or portions thereof, on an annual basis for up to
ten (10) years, or until such time as XXXX has made full payment as
defined in paragraph G, ROYALTY PAYMENTS, to TRDA, whichever comes
first.
I. PROJECT RECORDS.
1. XXXX shall retain all financial records, supporting
documents, statistical records and any other documents relating to
this Agreement for a period of not less than three (3) years from the
date of expiration of this Agreement, or final payment to TRDA
hereunder, whichever is later. In the event of any litigation, claim,
or audit involving such records and documents, this period shall be
extended until such matters have been resolved.
2. XXXX understands and agrees that except for reports
containing trade secrets as defined by Chapter 812.081 of the Florida
Statutes, any records relating to this Agreement, whether in the
possession of TRDA, the Department or XXXX, may be a "public record"
as defined in Chapter 119, Florida Statutes, and that such records may
have to be available for public inspection and copying at reasonable
times and under reasonable circumstances. Any requests for disclosure
will be evaluated by legal counsel prior to such disclosure to insure
that TRDA is in full compliance with applicable law.
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J. ROYALTY REPORT/AUDIT.
1. Beginning as of the first calendar quarter after the quarter
during which sales of the Product are first made, XXXX shall make
written quarterly reports to TRDA within thirty (30) days after the
first day of each of the months of January, April, July and October
during the life of this Agreement. Such reports shall state in
sufficient detail the number, description, and aggregate Gross Sales
and all deductions therefrom of the Products sold or otherwise
disposed during the preceding three (3) calendar months and upon which
royalties are payable hereunder. The first such report shall include
all Products sold or otherwise disposed prior to that date.
2. Concurrent with the making of each such report, XXXX shall
pay TRDA royalties at the rate specified above.
3. XXXX, its subsidiaries, affiliates, Related Entities and
sublicensees of any of them shall keep full, clear and accurate books
and records with respect to sales of the Products subject to royalties
hereunder. Such books and records shall be kept at XXXX'x principal
place of business and made in a manner such that the royalty reports
made pursuant to this section can be verified. TRDA, or authorized
representatives of TRDA, shall have the right to both examine and
audit such records upon reasonable notice during normal business
hours, but not more than twice per year. In case of any dispute as to
the sufficiency or accuracy of such records, TRDA may have an
independent auditor examine and certify such records. Such inspections
shall be at the expense of TRDA, unless a variation or error to the
prejudice of TRDA exceeding five percent (5%) is discovered. In such
event, XXXX shall be responsible for all costs relating to such audit.
XXXX will promptly pay to TRDA the full amount of any underpayment
together with interest thereon at twelve percent (12%) simple interest
per year.
K. INSURANCE. XXXX shall procure and thereafter maintain the following
types of insurance in not less than the stated minimum coverage with respect to
its performance under this Agreement.
1. Worker's Compensation Insurance in accordance with statutory
requirements for all States in which the Project is performed.
2. Employer Liability Insurance with a limit of not less than
$500,000 in the aggregate.
3. Comprehensive General Liability Insurance providing
Operations Liability, Owners and Contractual Protective Liability and
Contractual Liability (specifically, but not by way of limitations,
covering liability assumed under the section below entitled
Indemnification). Coverage is to include the hazards of explosion,
collapse and underground damage. The policy shall provide a combined
single limit of liability for personal injury (including death) and
property damage for not less than $1,000,000 for each occurrence.
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L. INDEMNIFICATION. XXXX, at its sole expense, shall indemnify and hold
the State of Florida, TRDA, the Department, associated agencies of the State of
Florida, and their directors, officers, employees, agents, affiliates,
designees and assignees, harmless from any loss, damage or liability or expense
arising as the result of the performance of this Agreement by XXXX or its
subcontractors, or in the course of its development, testing and
commercialization of the Product, or with respect to its compliance with all
laws and regulations, including those specifically included herein. XXXX, at
its sole expense, shall defend any suit or dispose of any claim or other
proceedings brought against said indemnities on account of such loss, damage,
liability, or expense and shall pay all costs and expenses, including
attorneys' fees, and satisfy all judgments which may be incurred by or rendered
against said indemnities.
M. INDEPENDENT CONTRACTOR. Notwithstanding anything to the contrary in
this Agreement, or any other communications between the parties, XXXX shall be
deemed an independent contractor and not an agent, employee, joint venturer or
partner of TRDA, the Department or the State of Florida. XXXX is not authorized
to represent itself as an agent or employee of TRDA, the Department, or the
State of Florida before any person or entity and TRDA shall not be bound by any
acts or conduct of XXXX.
N. EXCUSABLE DELAY. Acts of God, or of the public enemy, acts of the
Government in its sovereign capacity, fires, floods, strikes, epidemics,
quarantine restrictions, or freight which cause failure to perform hereunder
and, in every case, are beyond the reasonable control and without the fault or
negligence of XXXX, shall constitute an excusable delay, if written notice
thereof is given to TRDA within ten (10) days after such event shall have
occurred. In the event of delay resulting from any of the above causes, only
the applicable delivery requirements will be extended accordingly.
O. TERM AND TERMINATION.
1. This Agreement shall be effective as of the date first
specified above and shall remain in force for a period of five (5)
years, unless otherwise terminated as provided herein. This Agreement
shall be renewed automatically for periods of one (1) year until such
time as XXXX has fulfilled its obligations under Section G, ROYALTY
PAYMENTS.
2. This Agreement may be terminated as follows:
a. By TRDA for cause immediately upon written notice to
XXXX. Cause shall include, without limitation, misuse of
funds, fraud, XXXX'x abandonment of the Project, a material
change in the scope or focus of the Project, the sale, or
transfer by XXXX to a third party of the rights to develop,
produce, manufacture or exploit the Products or Inventions,
or a refusal by XXXX to permit public access to any document
or other material subject to disclosure under Chapter 119 of
the Florida Statutes, as amended.
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b. By TRDA immediately upon written notice in the event
XXXX becomes insolvent or is the subject of proceedings under
any law relating to bankruptcy or the relief of debtors or
admits its inability to pay its debts as they become due.
c. By TRDA upon ten (10) days written notice in the
event of any suspension or termination of funds by the
Department or any state or federal agency providing financial
assistance to the Project.
d. By TRDA upon thirty (30) days written notice in the
event a default by XXXX of any of the provisions of this
Agreement, provided that XXXX shall have thirty (30) days in
which to cure any such default.
e. By TRDA in the event of (i) a merger or
consolidation, sale of all or substantially all of the stock
or assets, or other corporate act resulting in a change in
the control or management of XXXX, or (ii) a sale, grant of
exclusive rights, assignment or other permanent disposition
of any key technology of the company, in whole or in part, to
a third party or parties.
f. By mutual written consent of the parties.
3. If terminated by TRDA under (a), (b), (d) or (e) above,
notwithstanding any provisions herein to the contrary:
a. The entire amount of XXXX'x financial obligations to
TRDA, i.e., three (3) times the amount of the funds actually
provided by TRDA hereunder, less any unexpended funds
returned within ten (10) days of the receipt of the notice of
termination, shall become due and payable immediately upon
receipt of written notice of termination; or
b. At the election of XXXX, the entire amount of XXXX'x
financial obligations to TRDA, i.e., three (3) times the
amount of the funds actually provided by TRDA hereunder, less
any unexpended funds returned within ten (10) days of the
notice of termination, shall become due and payable, together
with interest thereon, pursuant to the terms of a Promissory
Note to which the parties have agreed in advance. For
purposes of such election, it is agreed that the date of the
Note shall be the effective date of termination, the Maturity
Date shall be two (2) years from the date of the first
payment, and the payment of the amount set forth above plus
twelve percent (12%) simple interest shall be divided into
eight (8) equal installments. A signed copy of the Note is
set forth as Exhibit C.
4. If terminated by TRDA under (c), or by the parties pursuant
to (f) above, the entire amount of XXXX'x financial obligations to
TRDA, i.e., the amount of the funds actually provided by TRDA
hereunder, shall become due and payable on thirty (30) days written
notice.
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5. In the event of any termination of this Agreement, all
unexpended funds of TRDA shall be returned to TRDA and all property
costing in excess of five hundred dollars ($500.00) and purchased
exclusively with TRDA funds shall become the property of TRDA.
P. CONTINGENT FEES PROHIBITED. XXXX represents and warrants that no
person, selling agency, or other organization has been employed or retained to
solicit or secure this Agreement upon a contract or understanding for a
commission, percentage, brokerage, or contingent fee. In the event of a
violation of this section, TRDA may, in its sole discretion, terminate the
Agreement pursuant to the Termination provision, or deduct the full amount of
any such commission, percentage, brokerage, or contingent fee from the funds it
provides hereunder.
Q. LOBBYING AND POLITICAL ACTIVITY PROHIBITED.
1. XXXX represents and agrees that no federal, State of Florida,
or TRDA funds have been paid or will be paid by or on behalf of XXXX
to any person for influencing or attempting to influence any officer
or employee of any federal agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any federal contract, the making of
any federal grant, the making of any federal loan, the entering into
of any cooperative agreement, and the extension, continuation,
renewal, amendment or modification of any federal contract, grant,
loan or cooperative agreement.
2. If any funds other than federally appropriated funds have
been paid to XXXX to any person for influencing or attempting to
influence an officer or employee of any federal agency, a Member of
Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this Agreement, XXXX shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions. XXXX shall require
that the language of this section be included in the award documents
for all sub-awards at all tiers (including subcontracts, subgrants,
and contracts under grants, loans and cooperative agreements) and that
all recipients shall certify and disclose accordingly.
3. No funds received pursuant to this Agreement may be expended
for lobbying the legislature or any state agency.
R. COMPLIANCE WITH THE LAW. XXXX shall comply with all applicable
federal, state and local laws and regulations, including all United States
export laws and regulations and the following:
1. Discrimination in Employment. XXXX shall comply with all
federal and state employment laws and regulations and, with respect to
the operation of this Agreement, shall assure TRDA that no person
shall be excluded from participation in, be denied the benefits of, or
be otherwise subjected to discrimination on the grounds of race,
color, national origin, sex, or handicap, under any program or
activity in which TRDA, or the Department, provides funds received
from the federal or state government.
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2. Clean Air and Water Act. XXXX shall comply with all
applicable standards, orders, or requirements issued pursuant to the
following: Section 306 of the Clean Air Act, Section 508 of the Clean
Water Act, and Environmental Protection Agency Regulations.
S. RELIGIOUS ACTIVITY PROHIBITED. XXXX shall use its best efforts to
prohibit religious activity, including religious instruction, missionizing or
proselytizing during the performance of this Agreement.
T. PUBLICATIONS AND PUBLICITY. Any publications which result from the
Project, including without limitation, follow-up studies, research papers,
articles, patent applications, or student theses or dissertations, shall be
properly acknowledged and reported to TRDA in a timely manner. XXXX shall
obtain the prior written approval of TRDA concerning the content and timing of
news releases, articles, brochures, advertisements, speeches and other
information releases concerning the performance of the Agreement.
Notwithstanding the above, all information that is disseminated as a result of
this Agreement shall contain the following statement which acknowledges support
from the Department and TRDA: "Funding for this project was provided by the
Department of Community Affairs/Florida Energy Office and the Technological
Research and Developmental Authority."
U. NOTICES. Any notice(s) required or permitted to be given or made in
this Agreement shall be in writing. Such notice(s) shall be deemed to be duly
given or made when it shall have been delivered by hand or registered mail to
the party to which it is required to be given or made at such party's address
specified below:
XXXX: Global Energy & Environmental Research, Inc.
00000 X. Xxxxxxxx Xxxxxx
Xxxx, Xxxxxxx 00000
Attn: Mr. W. Xxxxx Xxxxx
TRDA: Technological Research and Development Authority
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Mr. Xxxxx Xxxxxxx
V. LIMITATION OF LIABILITY. In no event shall TRDA be liable to XXXX for
any damages whatever resulting from (a) death or bodily injury, or (b) any
special, exemplary, consequential, or incidental damages, including but not
limited to lost profits, whether arising out of contract, tort, strict
liability, or otherwise, resulting from or relating to this Agreement. This
section will apply notwithstanding any other provisions of this Agreement.
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W. GENERAL.
1. Governing Law/Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. The
courts of Brevard County, Florida, shall be the venue in the event of
any action or proceeding with respect to the operation or construction
of this Agreement.
2. Attorney's Fees and Costs. In any dispute arising out of or
related to this Agreement, the prevailing party in such dispute shall
be entitled, as part of the final award, to recover its reasonable
attorney's fees and costs, including costs of experts.
3. Conformance with Standards. Where any code, ordinance, or
governmental regulation requires a material or item or conform to a
particular standard, XXXX shall, at the request of TRDA, deliver to
TRDA a certificate stating that the material or item furnished
conforms to the standard prescribed.
4. Successors and Assigns. This Agreement shall be binding on
the parties hereto, and their respective subsidiaries, successors and
assigns. XXXX may not delegate any of its duties or assign any of its
rights without the written consent of TRDA.
5. No Modification. This Agreement may not be modified or
amended except in a written document signed by authorized
representatives of both parties.
6. Entire Agreement. The terms and conditions of this Agreement,
including all referenced exhibits, constitute the final and entire
agreement between the parties, and no prior or contemporaneous
representations, expressions or agreements, either written or oral,
shall vary or supplement the terms hereof. The terms of this Agreement
shall not be supplemented or contradicted by any course of dealing,
usage of trade or course of performance under this or other contracts
or agreements.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.
EXHIBITS
EXHIBIT A XXXX PROPOSAL
EXHIBIT B WORK/PAYMENT SCHEDULE AND STATEMENT OF WORK
EXHIBIT C PROMISSORY NOTE
TECHNOLOGICAL RESEARCH AND GLOBAL ENERGY &
DEVELOPMENT AUTHORITY ENVIRONMENTAL RESEARCH, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------------- -------------------------------
XXXXX X. XXXXXX Xxxxxxx X. Xxxxx - President
------------------------------------ ----------------------------------
NAME NAME
February 23, 2000 FEBRUARY 3 - 2000
------------------------------------ ----------------------------------
DATE DATE
14
