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R02-113 RESOLUTION NO. R02- lIB A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING STAFF TO SUBMIT AN ECONOMIC DEVELOPMENT SET-ASIDE APPLICATION TO PALM BEACH COUNTY HOUSING AND COMMUNITY DEVELOPMENT, AND APPROPRIATE $50,000 FROM THE ECONOMIC DEVELOPMENT INCENTIVE FUND ON BEHALF OF UNITED FORWARD, INC., AND U F FLUID SYSTEMS, NC., BY JULY 26, 2002; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Palm Beach County Housing and Community Development las invited local governments to submit grant applications from the business 2ommunity in an effort to assist in stimulating economic growth and increase ausiness opportunities; and WHEREAS, the City Commission of the City of Boynton Beach, upon ecommendation of staff, deems it to be in the best interests of the citizens of the 3ity of Boynton Beach to authorize and direct staff to submit an Economic Development Set-side Application to Palm Beach County Housing and 3ommunity Development, and appropriate funds in the amount of $50,000 from :he Economic Development Incentive Fund on behalf of United Forward Inc., and F Fluid Systems, Inc. by July 26, 2002. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION F THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach hereby ~uthorizes and directs staff to submit an Economic Development Set-side Apl~lication to Palm Beach County Housing and Community Development, and appropriate funds in the amount of $50,000 from the Economic Development Incentive Fund on behalf of United Forward Inc., and U F Fluid Systems, Inc., by July 26, 2002. Section 2. This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this day of do~lI 2002. ~oner er CXfor~mi;sio~er(¢-' ~,TTEST: UNITED FORWARD United Forwarri~ _Thc. & UF Fluid Systems, _mc. Community Development Block Grant Economic Development Program Application for presentation to: The City of Boynton Beach and The Palm Beach County Department of Housing and Community Development July :~5, 2002 DEPARTMENT OF DEVELOPMENT DIVISION OF COMMUNITY IMPROVEMENT · Building · Planning&Zoning · Occupational Licenses · Community lmProve, ment 3uly 22, 2002 Mr. Remar Harvin Palm Beach County Department of Housing & Community Development 3323 Belvedere Rd., Building 501 West Palm Beach, Florida 33406 RE: CDBG Application Dear Mr. Harvin, Please find enclosed a Community Development Block Grant - Economic Development Program Application for United Forward, ]:nc. and UF Fluid Systems, :[nc. Both companies are existing Palm Beach County businesses (parent and subsidiary) that will be expanding their operations in Western Boynton Beach. United Forward and UF Fluid Systems, ]:nc. will operate a state of the art automotive hose manufacturing facility at their Boynton Beach site. The attached application is United Forward, ]:nc./UF Fluid Systems ]:nc.'s request for $50,000 of CDBG assistance for Phase V of their expansion project. The City of Boynton Beach Commission voted at their .luly 2, 2002, meeting to submit the application and to provide the required dollar-for-dollar match of $50,000 should the County Commission approve the project. ]: will forward the meeting minutes to your office upon receipt. The request constitutes less titan 2% of the overall project budget and the company will create a minimum of 10 full-time equivalent jobs, significantly more than the 3.3 jobs required under the program guidelines. The company has also applied for Development Regions funds of $75,000 for Phase IV ($50,000 from Palm Beach County, plus $25,000 match from the City of Boynton Beach) and has pledged 10 additional jobs for the Development Regions application. The total project budget exceeds $5.6 million, which will result in a significant increase in the tax base. With respect to the CDBG application, of the 10 jobs proposed, 7 or 70% will be reserved for Iow-and moderate-income persons (as described in Section $, Business Plan & 5 Year Projections, Executive Summary), and more than 30% of those jobs will go to individuals in the unincorporated part of Palm Beach County or in communities that participate in HCD's Urban County Program, City of Boynton Beach · 100 East Boynton Beach Blvd., P.O. Box 310 · Boynton Beach, Florida 33425-0310 Phone: (561) 742-6350 · www.boynton-beach.org Page 2 CDBG Application Submittal 3uly 11, 2002 Mr. Harvin, as you can see, United Forward & UF Fluid Systems will continue to be businesses that Palm Beach County can be proud of. Please do not hesitate to contact myself, or United Forward's consultant, Ms. Shelley Treadwell (561-799- 1840) should you have additional questions. Sincerely, Octavia Sherrod Community Improvement Manager OSS:dar Table of Contents 1 CDBG Application 2 Budget Znformation 3 Business Plan & 5 Year Projections 4 Bank Commitment & Leveraging 5 6 Street & Plat Maps 7 Main'tena'nce/Equipme'nt'J:~°b Certification Letter/Ex:sting & DR :lob Schedules 8 9 Site Information & Pm..ject Sch?ule/Documentation of Previous Phases Organizational Chart & Training Outline 10 Licenses & Corporate Znformation ! & AVERY ~ READY INDEX'" INDEXING SYSTEM '1 ']. -]. _']. -] -] -] -! i I r 1 I r ) II ] UNJ~FED FORWARDt Inc. & UF Fluid Sy$~emst Inc. Exhibit 1: CDBG Application PALIVl BEACH COUNTY HOUSING AND COMMUNTTY DEVELOPMENT ~OM~UNTI'Y DEVELOPMENT _m_OCK GRANT (CDBG) PROGRAM APPLTCATION FOR ECONOMIC DEVELOPMENT AC! ~¥~ I ~ES "APPLICATION MUST BE TYPED" Phone: (561) 233-3616 fQr ~ssistance Due: 5:00 p'.m. APPLICANT INFORlVlATION Name of Business/Organization/Municipality: Federal Tax I.D. Number (if applicable): Type of Ownership (Businesses Only): Name of Contact Person: Title: Address: City; State; Zip Code: Area Code and Telephone: Print Name and Title of Person Signing: United Forward Inc. & UF Fluid Systems, Inc. City of Boynton Beach 65-0711988 United Forward, Inc. 65-1137979 UF Fluid Systemsf Inc. C Corporation Kevin Mushlin Operations Manager 301 Yamato Rd., Ste. 2121 Boca Raton, FL 33431 561-994-9441 / 561-994-8331 fax Pavel Rodnevski, President Signature: II. 1. 2. 3. AI;:TIVZTY AND PRO~ECT INFORI~TION Tn this application, the word activity denotes the action(s) for which you are requesting CDBG funds. The four eligible activities are listed below. The word Droiect denotes the expansion in your business or other significant change that you are seeking to accomplish with vadous sources of funding. ACTIVITY LOCATION (The activity must be located in or adjacent to a Development Region. Maps depicting these regions may be viewed at HCD.) Activity Address: 4020 Thor Drive, Boynton Beach, FL 33~26-8407 Property Control Number(s): 08-43-~6-05-00-000-7110 Owner of Property: United Forward, 1nc, UN. TTED FORWARD, .Tn(:. & UF FluJd Sy$1;em~, Exhibit ;Z : CDB(; Application PALM _m:_~.CH COUNTY HOUSXNG AND COMMUNTI'Y DEVELOPMENT COMMUNTTY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM APPLiCATiON FOR ECONOMIC DEVELOPMENT A~IWl ,~.$ "APPLICATION MUST BE TYPED" Phone: (561) 233-3616 for assistance m m mm mm m m mmm APPLICANT INFORJVlA'I'ION Name of Business/Organization/Municipality: Federal Tax I.D. Number (if applicable): Type of Ownership (Businesses Only): Name of Contact Person: TiUe: Address: City; State; Zip Code: Area Code and Telephone: Print Name and Title of Person Signing: Due: 5:00 p.m. United Forward Inc. & UF Fluid Systems, Inc. Cit~ of Boynton Beach 65-0711988 United Forward, Inc. 65-1137979 UF Fluid S)~ems~ Inc. C Corporation Kevin Mushlin Operations Manager 301 Yamato Rd., Ste. 2121 Boca Raton, FL 33431 561-994-9441 / 561-994-8331 fax Pavel Rodnevski, President m. Signature: m mm II. I A. ACT~/ZTY AND PRO~IE~'I' INFORMATiON In this applicaUon, the word activity denotes the action(s)'for which you are requesting CDBG funds. The four eligible activities are listed below. The word proiect denotes the expansion in your business or other significant change that you are seeking to accomplish with vadous sources of funding. A~'rXVXTY LOCATiON (The activity must be located in or adjacent to a Development Region. Maps depicting these regions may be viewed at HCD.) Activity Address: 4020 Thor Drive, Boynton Beach, FL 33426-8407 Property Control Number(s): 08-43-46-05-00-000-7110 Owner of Property: United Forward, Inc. i 1. UNTrED FORWARD, Xnc. & UF Fluid Systems, Inc. Exhibit 1: CDBG Application 4. Owner's Address: 301 Yamato Rd., Ste. 2121, Boca Raton, FL 33431 5. Owner's Telephone Number: 561-994-94/,1/561-994-8331 fax (PI~ at;tach two maos showino the location of _your activity_. One should be a street ma_o and the other a olat mad showinQ block and lot numbers). A survey 'is also provided in Exhibit 6 because of the poor quality of the plat map. PRO~ECTIA~ DESCRiPTiON Proposed activity start daR: 0 September - December 2002 (Depending on when the BCC reviews projects. Please see Exhibit 8: Project Schedule.) Estimated activity completion date: O Harch 2003 (Please see Exhibit 8: Project Schedule) 3. Activity Type Acquisition of real property Improvements to structures X Acquisition of equipment (exduding vehides) New construction Please describe in detail the activity for which you are requesting CDBG funds: United Forward Inc. and UF Fluid Systems Inc. are requesting CDBG assistance for Phase V of a V~I phase project. Phase V specifically involves purchase of nece$~ry extrusion equipment crucial to UF's expansion into manufacturing of automotive rubber hoses. Please describe the overall project in detail and explain how this activity described above fits into it. United Forward, Inc. ("UF'3 is a Florida C incorporated in :1996 by Pavel Rodnevski. The Company was established to promote international trade and export innovative products and services to Eastern European Countries. UF sells automotive, oil/gas, manufacturing and processing goods and services. In 2001 UF initiated an expansion into manufacturing automotive fuel hoses in the United States. UF's subsidiary company, UF Fluid Systems, Inc. will manufacture hoses at the new Boynton Beach Manufacturing facility it purchased in October 2001. UF is currently in for permits to renovate the facility and hopes to install its first Extrusion Line in fall of 2002 (Phase ~/). This grant request is for assistance in purchasing manufacturing equipment (Extrusion line #2, Phase V). This respective phases of this project are described in greater detail in Exhibit 8: Site Znformation and Project Schedule, and in Exhibit 3: Business Plan and 5 Year Projections. Please descTibe your existing operation as it relabes to this project. Zndude the total number of employees and the number of employees by function, e.g. management, production, sales, support staff. At the present time, United Forward, Inc. and UF Fluid Systems Inc. employ 12 FTE employees in Boca Aaron and Boynton Beach. The majority of these positions are administrative (support), management and technical jobs while newer positions are production-related. UF and related companies have pledged to create an additional 10 FIE jobs in their May 10, 2002 application (to the Oty of Boynton Beach and the Palm Beach County Office of Economic Development) for Round 6 Development Regions funds. The Development Regions application encompasses only Phases I thru Phase 1V in terms of budget and financial commitment. These job schedules are provided in Exhibit 7: Maintenance/Equipment/.lob Certification and ExisUng & Development Regions 3ob Schedules. The 10 FTE jobs proposed under this CDBG Economic Development Program Application are in addition to the existing and Development Regions jobs and will be defined as Phase V and are described in greater detail on page 6 of this application. UF is committed to creating jobs for Iow-and-moderate-income persons. Of the 10 projected, 70% will go to LMI individuals. In addition, more than 30% of the new positions will go to individuals in the unincorporated parts of Palm Beach County or those residing in communities that participate in the HCD Urban County Program. All positions will be advertised with the Workforce Development Board and targeted to the Development Regions Area of the City of Beynton Beach. The project meets CDBG National Objectives in terms of benefiting Iow-and moderate-income persons, eliminating slum and blight (improving property and subsequently the tax base) and meeting urgent needs (employment in a sluggish and uncertain economy). C. PRO3ECT/ACI'I~ITY CO,ri' ~;UMMARY AND FUNDZNG 2002 CDBG Economic Development Pro, ram Application UNITED FORWARD, Inc. & UF Fluid Systems, Inc. Exhibit 1: CDBG Application Please state the overall project cost: $5,639,146 Please indicate the municipality's matching contribution (if applicable): $50,000 (For activities located in an Entitlement Municipality (i.e. West Palm Beach, Boynton Beach, Delray Beach, and Boca Raton) the municipality or its CRA must provide dollar for dollar cash match to the amount of CDBG funding awarded. Documentation is required from the municipality committing to the provision of the required match.) Please indicate the sources and uses of funds for the project on the following table. The sources, other than CDBG, are your leveraging contribution. Source and Type Est. Date Available A~-~ount CDBG Request (Phase V) 1~ Quarter 2003 $50,000 City of Boynton Beach funds - Hatch for CDBG Approved 7/2/02 $50,000 Application (Phase V) Company's fluid cash - Owner Equity (Phase I) Spent during Phase I - $555,000 Contributed at time of building purchase Company's bank loan(s) for building purchase and Phase T, TT and ITT - $2,400,000 renovation - Advantage Bank (1=$1,300,000 and Loans Closed on 6/20/02 2=$1~100~000 - Phases T~ TI and Other (specify) - Development Regions Match - City of Approved 5/21/02 $25,000 Boynton Beach (Phase Other County funds - Round 6 Development Regions Highly ranked by Staff $50,000 Application (Palm Beach County Office of Economic and OEDP, BCC to vote Development) PENDING (Phase 1V) on 9/10/02 Two Loans for Equipment Purchase (1=$1,125,000 - #! - 4~ Quarter 2002 $2,509,~46 Phase 1V, 2=$1~384~1a,6~ Phase V) #2 - 1= C~uarter 2003 Total Sources $5,639,146 Uses of Funds (Project Budget) Sources of Funds Amount Acquisition of real property (Phase T) Company Equity and $1,500,000 Advantage Bank Loan Construction of new structure Renovation of existing structure (Phase III) Advantage Bank Loans $1,382,591 Other soft costs/Contingency (Phase TII) Advantage Bank Loans $72,409 Machinery and equipment :1~ Extrusion Line (Phase IV) Fisher Enterprises, LLC & $1,200,000 Development Regions 2nd Extrusion Line (Phase V) BC Leasing Associates b $1,484,146 CDBG 3~ Extrusion Line (Phase V~) TO BE DETERHINED TBD Total Uses $5,639,146 NOTE: All applicants must leverage requested CDBG funds through cash, equity, or real property. Proof of the availability of the leveraQinQ resources must be Drovided. 2002 CDBG Economic Development Program Application 3 UNITED FORWARD/Inc, & UF Fluid Systems/Inc, Exhibit 1: CDBG Application Please state the total activity cost: (Phase ¥) $1.484.146 Please state the amount of CDBG funds you are requesting: $50.000 P~en_se orovide a detailed budeet of the orooosed use of CDBG funds. Please see Exhibit 2:: Budget Information. ACTZVZTY COST EFFECTWENESS AND REASONABLENESS Calculate the amount of CDBG funds to be used per job that will be $5.000 created/retained: Will the activity cause temporary or permanent displacement of persons or existing businesses? Yes No ~X N/A (N~TE 1: An activity will cause displacement if the property is occupied by owners or tenants at the time this application is submitted.) (NOTE 2: Any activity which may cause displacement of residents and/or businesses shall provide the following prior to the award of any contract: a) a relocation plan meeting all requirements of 24 CFR 570.606, as amended. This plan shall be certified by a consultant certified by HUD, or an agency of HUD as meeting all legal requirements; b) a document legally binding the grant awardee to place in the project budget sufficient funds to fully implement the relocation plan; c) an executed indemnification and hold harmless agreement to protect the County against any and all costs incurred for the displacement and relocation of persons or businesses affected by the activity.) Zf "yes", please specify the nature of the displacement and descdbe plans for relocation, if any: This item is not applicable. OB3ECTWES TO BE ACHIEVED Please list reasonable obiectives to be accomplished bv the activity (e.0. souare feet of soace, number and tvoe of eeuioment, linear feet of w~ter main. etcL ProDosed OMecUves Purchase and renovate 26,235 square foot building (Phase ]~, ]~! & Install Extrusion Une #1 (Phase IV) Create 10 )obs Install Extrusion Une #2 (Phase V) Create 10 jobs Ongoing Training * = Workforce Development Board I,)ni~ 9f Measurement Bank notes, deeds, paid invoices Canceled Checks, Paid Invoices Payroll reports, WDB* Notifications Canceled Checks, Paid Invoices Payroll reports, WDB* Notifications Written test results, Certificates of Completion, number enrolled 2002 CDBG Economic Development Program Application UNZ'FED FORWARD, Inc. & UF Fluid Systems, Exhibit 1: CDBG Application ,~OB CREA'I'~ON/RETENTZON AND TRAXNZNG Total number of FIE jobs to be created from funding of this activity: 10 (NOTE [: Jobs must be permanent: and created by you the applicant. Do not taunt mnstnx:Uon jobs (NOTE 2: Zf activity is funded via other County or HUD programs which also require job creation/retention, the jobs created/retained for those programs must be additional to the ones required under this program.) Total number of FTE jobs to be r~ained from funding of this activity: 0 (NOTE: Job retention means that permanent jobs would actually be lost if CDBG funds were not awarded. Documentation must be provided.) Number of'low- and moderate-ino3me jobs to be create/retained: 7 For activities located within an effdtlenlent munidpality (West Palm Beach, Boca Raton, Delray Beach and Boynton Beach), please indicate what percentage of the jobs creabed will be made available to persons from the Palm Beach County entitlement jurisdiction: 31 % Will the activity provide jobs predominantly for Iow-skilled, Iow/moderate-income persons, where the business agrees to provide dear opportunities for promotion? Yes X No Please complete ~ table below for jobs to be creation/retained. Indicate (C) for creat~d and (R) for retained. (Use additional sheets if necessary.) 2002 CDBG Economic Development Program Application [ UNITED FORWARD, Inc. & UF Fluid Systems, Inc. ExhJ§Jt 1: CDBG Application If you are daiming to retain _iobs, Dlease describe your Dlans to ensure that_iobs currently 0CcuDied bv 0ersons who are not of Iow-and moderate- income will be available to Iow- and moderate-income _oersons uoon becomino vacant. Pl~se describe the trainina oooortunifies that am available or will be available to ernoloy~, and indicate the POSitions to be filled bv ~ersons under0oi_ 'nq such trainind. UF and UFFS have an intensive and o~rnprehensive training program for all existing and new manufacturing-related employees. The training curriculum indudes training, testing and required certification in the following areas: 1. Basics of Rubber, 2. Basics of Rubber Hose Extrusion, 3. Product Packaging, 4. Safety and 5. Quality Assurance. Each section is mandatory and taught by the relevant staff member over a 6-10 month pedod. [n addition to the mandatory training referenced above, appropriate staff members are required to be certified in QS9000, a 15-step process with a total project time of 4-5 months. The Training Outline for the initial training curriculum ami Qsgoo0 are provided in Exhibit 9: OrganizaUonal Chart and Training Outline. LAND ACOULSTI'ZON, NEW CONSTRUCTION. REHABILTrAT~ON This item is not applicable because Phases I-ZV precede the Phase V Project AcUvity - however, documentaUon of previous phases is provided in Exhibit 8: Site InformaUon & Project Schedule/DocumentaUon of Previous Phases. .AD01_ icants whose activities indude land a~auisition, with or without demoliUon, and/or new constrt~on must c~rnolete this section: Is the pamel of land vacant? Yes No __ N/A X If "no'; indicate existing use of the site: b. Does the parcel of land require purchase of fill material? Yes __ No __ N/A X If '~/es", please explain: c. Are engineering/architectural drawings and development permits Yes __ No N/A X (other than building permits) in place? d. Has an appraisal been conducted? Yes No __ N/A X If "yes", please insert figure and attach the report: 2. Activities invoIvinq acx~uisition, rehabilitation, or demolition of struch~re(s), ole~se c0m_Dlete: This activity is a previous phase of the overall project, no CDBG funds will be requested or used for this purpose. Information provided for better understanding of overall project. 2002 CDBG Economic Development Program Application 7 UNITED FORWARD~ I#c. & UF Fluid Systems, Inc. Exhibit l: CDBG Application a. Is the structure ~nt? Cu~nUy ~pi~ by UF Fluid Y~ No X N/A __ Sy~ms, Znc. ~f'~'~ i~i~te ~evio~ ~ of ~re: [f,~,, i~i~te ~i~ ~ of ~m: Building was ~a~ ~ ~r 31, 2001. Zt ~s vaunt at ~e time of ~a~ and was d~ig~ for manu~ng and/or wa~hou~/o~ u~. b. Y~r ~ure was ~ilt: 1998 c. ~ ~ ~i~ of ~ ~ildi~ (~re, ~dals, a~ia~, air ~i~i~, ~ll/~c ~n~, a~ o~ ml~nt in~fion): ~e building was in g~ ~i~on b~ n==~ ~ ~ m~ifi~ ~ a~mm~ ~e manufa~ng and ~ ~uimmen~ ~ Uni~ ~a~ ~r ~eir au~moUve h~ mandating u~. d. Has an apprai~l ~n ~ndu~? Y~ X No N/A [f'~'~ ~ i~ figure a~ a~ ~ ~: $2,000,000 A~iiabie u~n ~u~ e. ~ e~i~d~a~i~ml d~s a~ ~elo~ ~i~ Y~ No X N/A (ot~r ~n ~ildi~ ~i~) in ~? Drawings y~, ~ am ~n~ under review by ~ ~ ~ 3. ~ ~fi~ in '1" p~ "2" a~. ~ ~~: a. Has site ~1 ~n o~i~? Y~ ~ No N/A If '~", ~n~on (e.g., ~1~ ~n~, ~, ~.) s~ site ~n~ol m~ ~ a~. (~ E~ibit 8) b. Is ~m a lien on ~ ~? Y~ X No N/A c. Are ~blic water and ~er a~ilable? Wa~r y~, ~wer no Y~ No N/A d. ~ ~x~ on ~ ~ ~? Y~ X No N/A e. Is your a~ ~ ~ ~yi~ r~l ~te ~? Y~ No X N/A f. Is ~ ~ ~n~y ~~? A~an~ge ~nk Y~ X No N/A g. ~ ~ a~viW ~mply ~th zoni~la~ use Y~ X No N/A ~ig~ons? NO~: ~viU~ I~ in munid~li~ m~t a~ a I~r ~ ~ Planni~/Zoni~ ~~nt of ~ munid~liW ~nU~ ~ia~ wi~ zoni~ a~ la~ ~ ~ig~Uo~. LZC~NCES AND MAZNTENANCE Is a license (other than an occupational license) required to operate your business? Yes No X If yes, 'existing businesses should attad~ a copy of the oJrrent license; new businesses should indicate the timetable to acquire a license. Copies of occupational licenses are provided in Exhibit 10: Licenses & Corporate ~nformation. Please explain the steps to be taken to ensure the maintenance of plant and equipment funded with CDBG funds. (A lel~__er certi~in_(3_ the or_~niz~tion's commitment to maintenance must be attached). Please see Exhibit 7: 14aintenance/Equipment/3ob Certification Letter and Existing & Development Regions 3ob Schedules. 2002 CDBG Economic Development Program Application 8 1 UNJ~£D FORWARD~ Inc. & UF F/aid System$~ Inc. ApplJ=tJon zzz. ~ ~llowi~ ~n~Uon m~ ~ su~i~ ~ ~ a~i~Uon as i~ a~i~ ~ your ~. PI~ i~ ~ ~ of ~ ~~ ~i~. ~' B. ~unW ~~n~: ~ain ~ ~ ~W(s) ~11 a~i~ in ~ Palm ~ ~ ~~ive Plan a~ I~1 ~mic ~lo~nt ~a~: ~ C, ~r ~ or O~niza~o~ ~' ~e Pm~mhip ~ Pa~hip ~muni~ R~elo~nt ~ (~) ~~ve IJ~ e~U~ m~ su~it ~ ~11o~, ~m a~i~Ue: a. ~-~ a~ ~d~ of I~tion. ~ibit 10: Li~n~ & ~. Znfo b. ~ of li~(s) ~ ~ o~te. E~ibit 10: Li~n~ & ~rp. Znfo e. ~ o~ ~l~on or min~ o~ ~ ~ ~ ~ ~eml~ ~, a~zi~ su~ission of a~i~on a~ ~ m~i~ ~i~ I~l plans of ~is a~i~Uon ~) ~ ~ Ci~ of ~yn~ ~ ~at ~lains ~t ~e ~j~ was ap~v~ on ~uly 2, 2002 and mat minu~ ~11 ~ ~a~ ~ HCD imm~ia~ly u~n =~ 2002 CDBG E~nomJc Development P~ram ApplJ~tJon 9 UN]TED FORWARD, I#¢. & UF Fluid Systems, Exhibit Z: CDBG RpplicaMon CHECKL/ST OF REOUIRED DOCUf4ENTA'r][ON (Please check which documents have been included with the application. ~[f not applicable to your request, write N/A). Attached Document All AoDlicants ! 2 3 4 5 6 7 8 9 An itemized overall project budget. An itemized budget for use of CDBG funds. A business plan with five-year projections (see attached guidelines). Firm evidence of leveraging. Evidence of availability of funds to cover project costs. See also Exhibit 8: Documentation of Previous Phases. Resume(s) of key personnel to substantiate capability to operate the business. A street map showing location of activity. A plat map (showing block and lot numbers) showing location of activity. A copy of the site survey is also provided in this exhibit. A letter certifying your commitment to maintenance of plant and/or equipment and the job creation/retention requirement. 2 2 3 4 4 5 6 6 7 Activities located within the Cities of West Palm Beach. Boca Raton. Delrav Beach. or Bovnton Beach 10 A letter certifying that more than 30% of the jobs created or retained will be held by, or available to, persons residing outside these municipalities. 11 A letter from the municipality committing to its provision of cash matching funds equal to the CDBG funds requested. Tf aoolicable :12 Evidence of site control, e.g., sales contract, deed, etc. (activities that include land acquisition, new construction, rehabilitation or demolition of structures). 13 Appraisal report, if available (activities that involve acquisition of real property). A letter documenting compliance with zoning and land use (start-up businesses). Copy of license(s) needed to operate other than an occupational license. Occupational Licenses are provided here. By-laws and Articles of ~[ncorporation under state or local law. Evidence of non-prot'~ status (non-profits). Partnership Agreement(s) A copy of resolution, minutes of meeting of governing body, or other documentation authorizing submission of application (municipalities and CRAs). 20 Business tax returns for past two years or audit report and/or audited financial statement from last year of operation (existing businesses). 2:1 Personal tax returns for past three years (start-up businesses) S: \2002_03\C'O6G~oplication~Economic Development~a pplication02-03WORD.wpcl N/A N/A N/A :10 10 N/A N/A See cover letter SEPARATE ENVELOPE N/A 2002 CDBG Economic Development Program Applicatfon :10 United Forward~ _mc & UF Fluid Systems, _mnc Exhibit 2: Budget _mnformat~on PROJECT BUDGET PHASE ! Sources Equity- United Forward Palm Beach National Bank Mortgage Total Sources PHASE ! Uses Purchase Building Total Uses PHASE 11/ Sources Mortgage Loan Total Sources Renovation Utility Lines - Gas Autoda~ - High Temperature vulcanisers to cure produCcs Costs/Contingency Total Uses PHASE XV Sources Loan for purchase Development Regions Grant Request = City $25,000 + County $50,000 Total Sources PHASE 1¥ Uses Purchase first extrusion line Total Uses EXPENDI'TURES $555,000 $945,000 $1,500,000 EXPENDI'TURES $1,500,000 $1,500,000 ESI/MATED COST $1,455,000 $1,4S5,000 EST[MATED COST $84,591 $218,000 $72,409 ESTXMATED COST $1,125,000 $75,000 $1,200,000 ESI~MA~D COST 1,200,000 $1,200,OO0 DOCUMENTA'I'/ON PERCENTAGE Deed 9.84 Mortgage refinan(~:l by Advantage Bank on June 20, 2002 DOCUMENTATION Deed XNFORMATXON Advantage Bank Note Armstrong Service, Inc. Florida Public Utilities Corporation WSF Industries, Inc. XNFORNATXON Fisher Enterprises, IIC Pending, well ranked and recommended to the OEDP on June 21, 2002. To be presented to the BCC on 9-10-02. XNFOR~A'I'JON Davis Standard Purchase Order UF 020304 16.76 26.60 26.60 PERCENTAGE 25.80 25.80 19.15 1.50 3.87 1.28 25.80 PERCENTAGE 19.95 1.33 21,28 21.28 21.28 2002 C2)BG Economic Development Program App/icafdon PHA~E V ~o~r~ Oty $50,000 · Coun~ $50,000 Loan for Purchase Total Sources PHASE V Uses Purchase second extrusion line Total Uses United Forward~ .mc, & UF Fluid Systems, _rnc, Exhibit 2: B~t.rnformation ~MATED COST $100,000 $1,384,146 $1~184,14E IN~TION Final Applica~on due to City of Boynton Beach 7/15/02 and to Palm Beach County HCD ?/26/02 Pending - in process PERCENTAGE 1.77 24.55 26.32 Davis Standard Proposal #02-04-221 26.32 26.32 TOTAL PRO3ECT BUDGET (Phases $5~639,146 100 2002 C"D~ Economic Devel~ Program Application Proposal # 02-04-221 PlaiCE SUMMARY ITEM DE$C, RIPTION Tubing' Extruder Delete 2 Take.off Conveyor 3 Core Tubing Die 4 TH~f Extruder Delete DIT $ Pellet Dryer and Vacuum Loader 6 THV Crosshead 7 Air Table 8 Tie Layer Extruder Delete DIT 9 Tie Layer Crosshead t0 Tie Layer Laser Gauge 11 Cooling Tank Refrigeration t2 Belt Puller 13 IR Heater 14 Dancer with U.shaped I~ oduct miler support 15 Knitter and Belt Puller Delete Small Head Add Large Head Add Jib Cranee and Tracers ...... Cover Extruder Delete DIT 17 Cover Croeshead 18 Belt Puller 19 Printer 20 iR Heater 21 X-Ray Oauge 22 Cooling Tank Refrigeration '4outhem ReOlorml Office: ~843 Tl'~:ker Dilr/Rd · Whilxett, NC 27377 Wednesday, June 26, 2002.ma× April 16. 2OO2 DISC. S1411,754 (St,238) $4,g43 $8,687 S52,322 ($62t) $5,42t S20,322 $S,264 $148,65t ($1.238) $29.448 $t5,823 $2t,387 $7,753 $t4,247 ---$2~,eol $2.953 $12S, llS4 ($12,so8) $a,222 $4,340 3;146,361 .. ($1.238) S2~.448 $t4,247 $t4,268 $27,801 $tf1,439 $21,387 Page 11 Proposal # 02-04-221 23 Belt Puller 24 Cutter/Conveyor 25 Pre-Cure Oven Extend Length by 8 feet Expand belt width to 36 Inches Cooling Tank Chiller 26 System Drive Control Motor. Drive, Controll f~r Puller before Cutter 27 $y$ Engineering, Install~rtion, and 5tart-up Add installation puller/cutter, oven, cooling Add start-up puller/cutter, oven 28 Vlcuum Pumps for Ext~uder. 29 Strip Guides with Produc.t _t~__~_~ Alarms TOTAL PRICE ITEMS t - 29: Apr~ 16, 2OO2 $14,247 $47,773 S98,04S S16,859 $5,476 $33,246 $8,687 $60,046 $6,fi7 $t47,8S4 $s,oso $t2,675 $7,606 $1,484,14G Terms: 20% with Purchase Order 40% on expiry of half the delivery time 30% Prior to Shipment Balance after successful Start-Up, not to exceed 60 Days 8outhem Keg~on~ Office: 6843 Thi~mr Daby Rd · Whlt. tt, NC 27377 Tel: (fill fll.ll4~ · FIx (fiG) Ifi-1344 Fmati: - gtllgyOdl'v'[14 tlndlrd.com Wednesday, June 26, 2002 (2).max UNITED FORWARD, inc. & UF Fluid Sy~'~em$/ inc. Exhibit 3; Business Plan & $ Yeer Projections Executive Summary Table of Contents Z. ZNTRODUC'r~ON ................................................................................................................................. 2 iT. PRODUCTS AND SERVICES .................................................................................................... , ........... 2 AUTOMOTIVE INDUSTRY .................................................................................................................................. 2 MANUFACTURING PRO3ECTS ............................................................................................................................. 5 OTHER PRODUCT AREAS ................................................................................................................................. 6 0il & ~$ .rndustTy ............................................................................................................................... Metals ............................................................................................................................................... Natural £e~ources ............................................................................................................................... 8 GLo6AL CONSULTZNG SERVZCES ........................................................................................................................ 8 Export. report Serv/c~ ........................................................................................................................ Manul~ctu/~ng/£nginee~ng/Hydraulic .................................................................................................... ~1~ & Marking ............................................................................................................................... New Product ~evelopmen~/international Proj~-t Management ................................................................. CUSTOMER FIN~NCZNG ................................................................................................................................... 9 TRANSPORTATION SERVZCES ............................................................................................................................ IZZ, OTHER KEY A~E$ .................................................................................................................. 9 ST~TEGIC PArTNErSHiPS .............................................................................................................................. 9 MA~KEI~NG .............................................................................................................................................. COMPOSURE ANAL¥$Z$ ................................................................................................................................ CURRENT EMPLOYMENT ................................................................................................................................ Z Z ~/, THE CDI~ ECONOMZC DEV£LOPMENT PRO.1ECT .......................................................................... 12 FAC~Lrr~ .................................................................................................................................................. SUMMARY OF FI'NANCZ~L ~TATEMEN'r~ AND PRO.1ECT[ONS ....................................................................................... DEMOGRAPHICS .......................................................................................................................................... Jo6 CRE~ON ........................................................................................................................................... DOCUMENTATZON OF CETY COMMZ-rlvlENT ........................................................................................................... Su~R¥ AND CONCLUSZON .......................................................................................................................... V, ~d~PEND[CES FINANCIAL PROJECTIONS DEMOGRAPHIC INFORMATION DETAILED INDUSTRY DATA 2002 C"DB~ Economic Development Program Application i UNITED FORWARD, Inc.& UF Fluid Systems, Inc. Exhibit 3: Business Plan & Financial Projecb'on$ Executive Summary Z. Tntroduction UNI'I'ED FORWARD, Inc. ("UF'r) is a Florida C Corporation incorporated in 1996 by Pavel Rodnevski. The Company is an international corporation established to promote international trade and export innovative products and services to Eastern European countries. UNTIED FORWARD targeted Eastern Europe because of the unique and diverse factors that drive its marketplaces; i.e., demographics and economics. UNI'I'ED FORWARD was first established as a trading company to provide electronic and household equipment to Russia, but later expanded their activities to include automotive, oil/gas, manufacturing and processing goods and services. In 2001 UNTIED FORWARD initiated an expansion into manufacturfng automotive fuelhoses in tlYe Unitedb'Ya~es with a high potential for penetrating the US domestic automotive industry (the subject of this CDBG Grant Request). UF's new subsidiary company, UF Fluid Systems, Inc. will manufacture hoses at the new Boynton Beach manufacturing facility. UNTIED FORWARD, Inc. also owns UF Property Holdings, THC., a related company. This executive summary is excerpted fiom a business plan and corresponding documents provided by UNI-I'ED FORWARD. This is also the reason that this executive summary is written in both first (we, us) and third (they, their) person. TZ. Products and Services Automotive Industry UNI'I'ED FORWARD has the capability to develop, supply and manufacture OEM and aftermarket automotive systems and components between the US and leading automotive manufacturers in Eastern Europe, the Russian Federation and former Soviet States. With offices in Florida, New York and Moscow and an extensive global partnership network, UF has established an extensive overseas distribution channel for automotive systems and components manufactured in the US. Figure 1: Automotive illustration of installed rubber hose components purchased by automakers. UNTTED FORWARD works very closely with component manufacturers, auto-makers, research and development firms and professional associations. All of these partnerships have been built over the past six years and represent a continuous trend of growth and recognition of UNITED FORWARD in the automotive field. The Company is proud to cooperate on all levels of development and supply chain with the following companies: 2002 CDB4~ Economic Development Program Application UNZTED FORWARD~ [nc. & UF Fluid System$~ [nc. Exhibit 3: Business Plan & Financial Projections AVTOVAZ..]oint Stock Company "AV'rOVAZ' (Russian Federation) produces over 750,000 cars per year and is one of UNITED FORWARD's partners. At the present time, AVTOVAZ remains a leader in the automobile production industry in Russia and is one of the largest industrial organizations in the world with revenues of over three billion dollars annually. AVTOVAZ's history began on .luly 27, 1966, when the government made a decision to support the development of AVTOVAZ with the assistance and cooperation of the famous Ztalian automotive company F'LAT. Tn ,lanuary 1967, construction began and the first foundations were laid; in April of 1970 the first "ZZGULZ" (known around the world as "I. ADA") drove off the assembly line. Today, in more then 120 countries around the world including those with well-developed auto-production industries, it is not uncommon to see "LADAs" on the streets. AVTOVAZ produces a number of models; each comes with many options and modifications. Today, AVTOVAZ is a joint stock company. This company consists of more territory than a mid- size city; it consists of over 170 miles of assembly lines, 33 thousand mechanized production units, and more then a,70 robotized conveyers. FurtherTnore, it is an organization that today employs 300,000 highly trained and educated workers and constantly moves forward economically and technologically. A well-established network of supply chains and information flow has developed around this production giant. Over 750,000 well built automobiles drive off AVTOVAZ's assembly lines every year. All of them are carefully inspected to meet the strictest international standards. These vehicles are affordable to almost everyone, and today's demand for these economic autos is higher than ever. Potential for full growth is yet to be realized. The AVTOVAZ industrial complex provides excellent benefits to all of its employees and its employees enjoy one of the highest standards of living in the country. To truly understand the magnitude of this economic wonder, the AVTOVAZ holdings, one should visit Detroit, U.S.A. and see what has grown from one small FORD factory or simply be aware of the fact that AVTOVAZ presently provides a significant percentage of the national revenue in Russia and is the only organization, that came out untouched from the transition of the Soviet economy to capitalism. In 2000, AVTOVAZ and GENERAL MOTORS in cooperation with European Bank of Development and Reconstruction signed an agreement to jointly manufacture a new vehicle in Russia "CHEVY-N1VA"; this venture is estimated to be worth over $330 million dollars. This will further position AVTOVAZ as a major player in the global automotive industry and ensure its continuous prosperity and growth. GOOD YEAR RUBBER COMPANY manufactures and markets tires, several lines of belts, hose and other rubber products for the transportation industry as well as various industrial and consumer markets around the world. The company markets its products in 185 countries and manufactures them in 90 plants in 27 countries and employs more than 100,000 associates. It is also the wodd's largest tire company, it is the No. 1 tire maker in North America and South America, and it is Europe's largest tire maker. DELCO RENY designs, manufactures, remanufactures and distributes electrical, power train / ddve train and related components for automobiles and light trucks, medium-and heavy-duty trucks and other heavy-duty off- road and industrial applications. The Company's products include starter motors, alternators, engines, transmissions, torque converters, traction control systems and fuel systems which are principally sold or distributed to OEHs for both odginal equipment manufacture and aftermarket operations, as well as to warehouse distributors and retail automotive parts chains. Products We ensure that the products, services, components and business practices of our international suppliers comply with the standards of all appropriate domestic and international monitoring and regulatory agencies. The following product categories have been developed and supplied by UF and it's partners: I. FLUID TRANSF£R SYSTEMS UNITED FORWARD is an exclusive supplier of the automotive hoses to the geographic territories of Russian Federation and FSU states for such US companies as DANA CORPORATZON and TELEFLEX FLUID SYSTEMS. UNTTED FORWARD obtained this status by thorough and consistent purchasing of domestically (USA) made products in volumes comparable with demands of the GM and FORD. In 1996, UN[TED FORWARD purchased 30,000 feet of hose for its European customers; today that number has increased to over 6 million feet annually. Our suppliers (mentioned above), are the leaders in the OEM sector of the automotive industry in USA. At present, UN[TED FORWARD's inventory list in this category (rubber hoses) consists of the following products and contractual (annual) volumes: 2002 CDB4~ Economic Development Program Application 3 .J J UNITED FORWARD, Inc & UF Fluid Systems. Inc, Exhibit 3: BusJnes~ Plan & Financial Projections a). Fuel [njection Hose: this high pressure rubber product comes in various sizes and is in compliance with SAE (i.e. 'Society of Automotive Engineering") .330 R9 specification and is used in vehicles for electronic fuel injection. At present time AVTOVAZ manufactures close to 200,000 vehicles with application of this product (the rest are still carburetor based; practice abandoned long ago in USA). UNTIED FORWARD supplied close to 1,000,000 feet of this hose to satisfy this demand in 2001 (sales revenues of $2,000,000.00), which is bound to increase substantially as the automaker progresses to full use of fuel injection systems (750,000 vehicles annually) by 2005. Tt is anticipated to supply close to 1,100,000 million feet (sales of $2,:196,000.00) in 2002. b). Vapor Hose: this rubber product comes in various sizes (UF purchases :10 different inventory parts) and is in compliance with SAE .130 R:1:1 specification; used in vehicle to capture fuel vapors as they accumulate inside the fuel tank. This product is technologically advanced through use of non-permeable plastic layer (TI-IV) and provides almost zero permeability; hence, protecting environment through limitation of emissions in compliance with EPA and governmental regulations. UNTIED FORWARD supplied close to 300,000 feet of this hose in 200:1 (sales revenues of $400,000.00). This product is installed exclusively into vehicles that are exported out of Russia to Europe and South America; this volume is close to :120,000 cars annually. Potential for growth is great and will take place as Russia (under pressure from US and European Union) regulates more demanding emission requirements for domestic auto fleet. [t is anticipated to supply close to 500,000 feet (sales of $684,000.00) in 2002. c). Fuel Filler Hose: this rubber hose is used to connect gasoline inlet to the fuel tank and is mandrel formed and cured. In its structure it is similar to the vapor hose (SAE .130 R:1:1) and provides highest degree of protection against gasoline permeation. It is installed into the vehicles that are exported and comply with EURO-3 and EURO-4 emission requirements. Tn 200:1, UNTrED FORWARD purchased over 46,000 units of this product on (sales revenues of $382,200.00), with potential for volumes to grow dramatically. Tn 2002 the company will supply 42,000 units (sales of $382,200.00). d). Cover Hose: this single layer rubber hose is the easiest to manufacture and corresponds to the SAE -31037 specification. It is primarily used to protect metal wiring and high proximity to the engine fuel lines. The company will supply :1,640,420.00 feet of hose in 2002 (sales of $:175,000.00). e). Brake Hose: this hydraulic multi-layer, metal reinforced high pressure rubber hose corresponds to the SAE .31401 specification and is used to transfer brake fluid from storage reservoir to the brake system. It is highly complicated hose to manufacture due to the importance of it's primary purpose and application. UNI'I'ED FORWARD will supply close to 985,000 feet in 2002 (sales revenues of $900,000.00). f). "TEFLON"® Fuel Injection Hose: this hose is a flouroplastic based tubular product and is used in a fuel transport applications. Teflon hose provides Iow toxicity and complies with the latest European and US standards (SAE -3517). In 1998 we started supplying the Russian Automotive industry with this type of hose. In 2002 the company will supply over 400,000 feet (sales revenues of $648,000.00) of Teflon hoses annually for export to European automotive industry. g). Zntercooler Hose. UNITED FORWARD is an exclusive supplier of this product to the largest heavy truck manufacturer in Russian Federation called YAZ; this truck maker produces over 30 different modifications of heavy trucks and jeeps for various industries (i.e. agriculture, military, civil transportation, etc.). With annual production of over 10,000 heavy truck vehicles scheduled for 2002, our organization will supply all of the intercooler hose demand for this customer (sales revenues of $320,000.00). 2. D,[GJ'i'AL I.~NIER ACrUATOR (ACrR SER, rE$ 95000). This product is manufactured by a well-known automotive parts manufacturer 'MANNESMANN VDO" (Germany); this company has been concentrating on complex electronic control equipment and actuators for the past 20 years. MANNESMANN VDO is credited with such popular and complicated inventions as cruise control and remote key operation of the vehicle. Digital linier actuator is used to improve relay of spccd control data during operaUon in various gears. This item is sold as an 2002 CDB(; Economic Development Pro, ram Application 4 UN~TED FORWARD, Inc.& UF Fluid Systems, Znc. Exhibit 3: Bus/ness Plan & Financial Projecb'on$ aftermarket part and is very popular amongst professional car enthusiasts (UN1TED FORWARD sells close to 12,000 units (sales revenues of $ 336,000.00) just to AVTOVAZ and GAZ dealers in Eastern Europe). 3. FUEL TANK CAP. Through a close relationship with a technical development company for the automotive industry in Germany called TECHNO-EXPORT, starting in 2000 UNITED FORWARD begun supplying fuel tank caps produced by US parts maker "STANT HANUFACTUR/NG, ZNC." This company has been making caps for all containers in the vehicle for over 100 years. Zt is well respected in the industry for its consistent quality and innovations. Technologically, the cap purchased by UF is quite complex due to incorporation of charcoal based filters to capture fuel vapors when the tank is open (before release into the environment). Zn 2002, the company will sell over 70,000 units (sales revenues of $280,000.00) to car makers in Russia for installation on vehicles destined for export and general aftermarket use. 4. V-BELT~ GOOD YEAR V-belts are manufactured in compliance with SAE S21! standard and are the highest quality belts in the field. GOOD YEAR Corporation over many years has become a flagship parts manufacturer with unprecedented reputation and recognition around the world. Combined with research and development cooperation between UN1TED FORWARD and GOOD YEAR RUBBER Company in the field of fluid transfer systems, our company will also supply close to 12,000 units of this product in 2002 (sales revenues of $1,t4,000.00). 5. GALVANIZED STEEL UN]I'ED FORWARD purchases this product from AK STEEL for use by automakers in manufacturing of car hoods and inside panels. This product is widely used by AVTOVAZ; annual demand in 2002 is close to 4,500 metric tons (sale revenues of $3,375,000.00). ,'~lanufacturing Projec~ Over the past couple of years at the request of AVTOVAZ and other car manufacturers in Russian Federation, UNI'I'ED FORWARD became involved in procurement and organization of manufacturing facilities in Russia to satisfy demand for domestically produced original equipment components. UF's role in this field is defined as provider of equipment, installation, start up and technical support services of various western style manufacturing technologies/facilities. The following is a brief description of current projects in the automotive applications field: .~. EXTRUDED RUBBER NOSE. At the end of 2001, UNI'I'ED FORWARD embarked on a new path, path of manufacturing. The company began expansion and all associated procedures towards becoming a fully accredited manufacturer of automotive rubber hoses (described earlier) in Boynton Beach, FL. The strategy behind this undertaking, is to establish the company as a manufacturer of US made hose products of highest quality for the automotive industry of North America and Europe. The Company will produce an entire inventory line of fluid transport systems that is being currently purchased from such suppliers as DANA and GOOD YEAR for customers in Russia, as well as compete for new business with such companies as GM, FORD and CHRYSLER. The new manufacturing facility (in Boynton Beach) was purchased in October 2001 and is currently being renovated and brought up to full manufacturing capability and future expansion needs. All appropriate expert engineering and managerial staff has been carefully selected from the rubber industry labor pool and hired. This manufacturing entity, UF FLUID SYSTEMS, TNC., will eventually employ over 35 people and will be equipped with the latest fully automated extrusion equipment (currently in sourcing) and state of the art product research and development laboratory. UF FLUID SYSTEMS will strive to continue reinforcing UN1TED FORWARD's reputation through becoming a leader in development and procurement of innovative hose products and systems; substantial investments will be made into sustaining highly knowledgeable and productive technical department. Fully integrated and "in-house" manufacturing capability will help UNI'I'ED FORWARD to provide better logistical services and product quality to its customers. It is estimated that the first product will be produced in the 4~ quarter of 2002, with entire plant coming on line and reaching full manufacturing capacity (to satisfy current contracts) by fourth quarter 2003. However, it is the goal of this undertaking to penetrate US automotive market and realize domestic sales (to big three and others) by utilizing experience and aggressiveness learned by being involved in the industry. Projected budget of this project is close to $6,000,000.00. 2002 CDB~ Economic Development program Application UNZTED FORWARD, [nc & UF Fluid Systems. [nc. Exhibit 3: Bus/ness Plan & Finandal Projections Meeting the needs of customers will require that we continuously reinvest in our facilities and people, ensuring that we have the most advanced machining capabilities and trained technicians to maximize our manufacturing speed and throughput. 2. PI. AS77¢ FIJ£L TANK~. ];n the drive to reduce fuel consumption, global auto makers face two challenges: fitting components and modules into the available space and reducing the vehicle's overall weight. One innovation from automotive component suppliers that has quietly helped automakers solve both of these challenges is plastic fuel tanks. These tanks provide a lighter, more malleable alternative to steel tanks, are just as safe and even help reduce pollution. Many new cars now have plastic tanks and the speed of conversion is increasing rapidly. Plastic fuel tanks have already replaced steel tanks in about 65% of cars manufactured in North America. That number is expected to reach 85% by 2003. Europeans made the switch eadier and faster - 95% of cars there have plastic tanks. These facts and bends have been presented by UNI'I'ED FORWARD to major car manufacturers in Russia, who been lobbied extensively to pursue change to plastic instead of metal based fuel storage systems. Today, UF is in final stages of negotiations with potential partners to begin set up of the facilities and purchasing of the equipment. This venture will satisfy a demand of close to 700,000 vehicles annually by the year 2005. Potential manufacturers of the blow molding co-extrusion equipment are such industry leaders as S~G PI.AS3/CS (Germany) and BEKUM AMEP-,ZCA CORPORA'I3ON (USA). UF will also supply all raw matedal needs (i.e. polypropylene, etc.) Estimated budget of this project is over $6,000,000.00. 3. ET(HAUSTSYSTEI~$, As requirements of lower gasoline and exhaust emissions become more demanding every year, automakers around the wodd are forced to design new exhaust systems and technologies operating at high degree of manufacturing integration; this in turn requires capital investment into new equipment and manufacturing capabilities. At present time, UNI'rED FORWARD supplies Russian automotive industry with product called "ALUf4INZZED ~TEEL DDS T14~7', from which pipes and mufflers are made. Zn 2002 UNI-I'ED FORWARD will supply over 1,200 metric tons of steel (sales value of $840,000.00). This steel is preferable to other kinds of metal due to it's excellent anti-corrosive and mechanical properties. Steel is shipped to pipe factories which provide pipes to bending faciliUes. Pipes are then bended, formed and assembled with mufflers (manufactured separately) at an assembly plant and then shipped to car manufacturers. Today, this production sequence has become ineffident due to many separate steps and quality problems. Tn light of this, UNI'I'ED FORWARD is involved in procurement of a manufacturing start up operation which will produce complete, fully integrated (manufactured in one plant) exhaust systems for entire Russian automotive market. Development and design of an integrated system will be handled by UNI'rED FORWARD's engineering department. This facility will be located in Russian Federation and will serve as the only one, fully automated line to manufacture exhaust products in compliance with future EORO-5 emissions standards. UNI'I'ED FORWARD's partner and supplier of equipment is US based leader in the field - EAGLE PREC/S];ON TECHNOLOG];ES ];NC. Estimated budget of this project is over $3,000,000.00. I i Other Product Areas Oil & Gas :Industry The oil & gas industry in Russia maintains the world's largest pipeline system. As a result, Russian companies are in constant demand for products and services associated with pipeline construction and maintenance, geological technologies and environmental services. UN1TED FORWARD is one of the main suppliers of products and technologies for the leading companies in the Russian oil & gas industry (sales of over $3,750,000.00 in 2001). Through our international vendors and contacts, we are able to provide our customers with the latest technologies and highest quality products and components. Currently, we are members of the international organization called NACE (National Association of Corrosion Experts) and have a number of established relaUonships in the industry. We maintain a staff of chemists, corrosion engineers and field application specialists to continually monitor our client's needs, supervise product performance and manage extensive new facility construction or revitalizaUon. Working with leading institutes in Russia, Kazakhstan, the USA, and Great Britain, the company's highly qualified staff provide technical advice, help select equipment and materials, prepare commercial proposals, organize and provide training in the use of new 2002 CDB~ Economic Development Program Applicatfon 6 UNZ'rED FORWARDz Inc & UF Fluid Systems. Inc Exhibit 3: Business Plan & Financial ProjecOon$ technologies, and also provide warranty and post- warranty service of equipment supplied under contract. The Company cooperates on all levels of development and supply chain with the following companies: GAZPROM is a major integrated global energy company, founded in February 1993 (as Russian .]oint Stock Company GAZPROM). Headquartered in f4oscow, it accounts for about 25% of world gas production, produces 94% of Russia's gas, and represents about 8% of Russia's GNP. In 1997f the company entered the ~Financial Times'~ listing of the world's top 100 companies by market capitalization. GAZPP, OM's operations range from exploration through to processing, transportation and marketing. [t supplies gas to virtually every region of Russia and exports to more than 25 European countries, and currently employs over 362,000 people. LUKOIL is the first Russian int~-:~jrated oil company operating according to the principle "from oil well to'filling station". LUKO]:L was set up in :~99! in the form of a concern, based on the three biggest oil- and gas-producing enterprises in Western Siberia - Langepasneftegaz, Uraineftegaz and Kogalymneftegaz, which were combined to form the name LUKOTL. Subsequently, LUKO:[L absorbed other oil-produdng, oil-refining, sales, petrochemical, transport and other oil business enterprises. LUKOTL today operates in 40 regions of Russia and 25 countries, one of the biggest proven reserves of oil in the world owned by a pdvate oil company, over 120,000 employees working in Russia and abroad, 24% of all the oil produced in Russia and more than 1,:~00 filling stations on the territory of Russia, the republics of the former USSP, and other countries. CRC-EVANS Pipeline [nternaUonal, USAt Equipment and t~3hnology manuf-acbJr~ for internal and external coating and re-coating of pipe, for b-plant, yard, and line travel application, A wide range of equipment is available for building and rehabilitating pipelines: directional drilling, double jointing yards, pipe benders, line-up clamps of ail types, cutting and beveling machines, and equipment for removing and replacing pipeline coating in field conditions. New systems will be available for cleaning, etching and internally coating pipelines. CANUSA~ Canada,' The foremost developer and producer of shrink sleeves for anti-corrosion protection of welded pints, manifolds, and other pipeline components. Expanding and wrap-around sleeves, tape, and repair materials designed for easy application and reliability. ~ materials are suitable for the most diffK3JIt climatic conditior~, and for pipe of all diameters. VXKOI4A ZNTERNAT[ONAI~ GREAT BItTTA[N: Multifaceted solutions for oil-spill problems. Emergency planning. Systems for environmental protection and cleanup, using special booms, barriers, oil gatherers (including industrial oil collectors for reprocessing plants), and dispersant sprayers. Special vessels for preventing oil spills and for cleanup. Reservoirs for collected oil. As an engineering and marketing company, UNTTED FORWARD offers an all-in-one solution to organizations responsible for building, maintaining and rehabilitating pipelines and reservoirs of various kinds. A sample of the products and services regularly provided by UN~'I'ED FORWARD include (but not limited to): · Advanced coatings; · Engineering services; · Boring and micro-tunneling equipment; · Fittings; · Pipeline rehabilitation equipment; · Pipelines and piping; · Pipe benders and pipe handling equipment; · Tapes and resins; · ]oint and pipeline testing; · Cathodic protection; · Containment systems; · Znspection services; · Pipeline cleaning systems; · Automatic, semi-automatic and manual welding machinery and supplies; · Site development and management; · Environmental services and monitoring; · Exploration and development; 2002 CDB~ Economic Development Program Application UNZTED FORWARD. Jnc & UF Fluid Systems. Znc Exhibit 3: Bus/ness Plan & Financial Projections · Pipeline ecluiprnent transportation. Metals UN~ED FORWARD supplies metals and related items to support a variety of industries in the United States, Europe, and Russia. We work with US-based companies to import raw metals from Russia as well as provide Russian companies with refined, s'cate-of-the-art metals and industrial equipment. We also deliver a wide selection of metals as components for customer products, elements in client manufacturing and construction materials for facilities expansion. Our staff of metallurgy and trade experts monitor the international commodities markets to identify the most competitive prices, as well as opportunities to lower costs associated with long- distance international shipping, international duties and other hard costs. UNFED FORWARD's product list of metals includes: Steel (bars, sheet, scrap, ingots, billets~ slabs, rods) Aluminum (sheets, billets, ingots, coils, scrap, etc.) Lead, Zinc, Nickel, Cobalt and Tin i: I] Natural Resources UNTTED FORWARD's international vendors and contacts provide our clients with access to a global supply of natural resources and textiles, including the wealth of resources available in Russia. This access ensures that we can quickly meet various client objectives including cost, timing, quantity and quality. Our commitment to international commerce extends to conservation of the global environment. To ensure this, we conduct business with environmentally conscious partners, as well as conduct extensive research and onsite inspections of supplier facilities and operations. UNTIED FORWARD supplies a complete selection of natural resources and textiles including: Gas Petroleum (crude oil, gasoline, fuel oil, jet fuel) Coal Rubber Lumber (plywood, hardboard, chipboard, logs, pulp, corrugated cardboard) Cotton Global ~onsulting Sen,ices Export/Import Services Manufacturing/Engineering/Hydraulic UNITED FORWARD provides true 'door-to-door" export/import service by managing all aspects of internaUonal transaction management including purchasing, sales, marketing, shipping and customs compliance. In addiUon, they have revolutionized trade to Russia and Eastern Europe by providing financing to their customers. In addition to product procurement and transport, UF also serves as a quality control and product advocate by monitoring internaUonal manufacturers. Their constant attenUon to quality ensures that clients receive superior products and components at the most competitive prices. Other activiUes in the consulting arena include: Analysis of manufacturing processes Manufacturing, engineering and markeUng assistance Product development assistance Project management Sales & Marketing For their US-based clients UF serves as an international sales and marketing partner promoting and distributing products to overseas manufacturers. Through UF's extensive client base and international partnerships, they are 2002 COBG Economic Development Program Application UNITED FORWARD, Inc.& UF Fluid Systems, Inc. Exhibit 3: Business Plan & Financial Projeciions able to open new overseas markets for domestic clients be securing new industrial customers and establishing global distribution channels for automotive systems and components. New Product Development/International Project Management Decades of consolidated international business experience provide us with valuable expertise regarding the opportunities and challenges associated with expanded business development and global commerce. We provide guidance to our partners as they expand internally and geographically to take advantages of revenue opportunities generated by our staff. Our business consulting includes expertise concerning international governmental relations, risk management, sales and marketing, product and component supply and the creation of product distribution channels, international financial transaction structuring. Customer Financing In addition, UF has a liberal financing program to assist their customers in purchasing their goods and services. UN~ED FORWARD has revolutionized commerce with Eastern Europe and Russia through the ability to provide complete project financing to OEM customers. This unique advantage has substantially expanded UNTIED FORWARD's client base and distribution channels, while increasing sales opportunities for partners based in the US. With limited traditional financing opportunities available in Eastern Europe and Russia, UF's financial strength and ability to offer competitive financing terms allows for the maximum, uninterrupted flow of automotive systems and components from vendors in the US to manufacturers in Eastern Europe and Russia. Transportation $ervicas Today, UNt'I'ED FORWARD makes numerous shipments on monthly basis to countries of Eastern Europe. By utilizing direct delivery routes the product always arrives on time as committed. This is done by utilization of an in-house freight and traffic department in conjunction with forwarding companies. UNTI'ED FORWARD's own shipments range in size from a couple of containers to 5,000 metric tons of steel at a time. Logistical and in-time shipments are made by sea and air on weekly basis. Establishment of partnerships with shipping lines and freight forwarding agencies resulted in UNTIED FORWARD being able to secure a large transportation and handling contract for the year 2002; valued at over $9,000,000.00. This service contract under Russian-Turkish government project "Blue Stream", calls for delivery of Russian natural gas to Turkey through offshore waters of the Black Sea. Being a part of this international project, UF will transport and handle large diameter pipes manufactured in Italy through the territory of Russian Federation. Also, in 2002 UN~TED FORWARD will transport over 500 containers (of AV'I'OVAZ' spare parts for South American market) from Russia to Uruguay. This contract will generate revenues of over $:t,250,000.00 annually. 11]:. Other Key Activities Strategic Partnerships One fundamental component of UF's success is their ability to develop strategic partnerships with customers. UF has in established favorable relationships with a number of the Russian Federation's industrial giants (not excluding other partners around the world); particularly, car manufacturer A V7'OYAZand natural gas giant GAZPROf4. In 2001, sales to AVTOFAZ exceeded $5.6 million. These contracts required UNTI'ED FORWARD to export automotive hoses (manufactured by GATES RUBBER COMPANY, TELEFLEX FLUID SYSTEMS, DANA CORPORA'I-~ON, GOOD YEAR RUBBER COMPANY, USA), fuel tank caps (manufactured by STANT MANUFACTURZNG, USA), idle air valve controls (manufactured by MANNESMANN VDO, Germany), and aluminized steel (ISPAT INLAND INTERNATLONAL, N.Y., AK STEEL, USA; to supply with original equipment components over 200,000 automobiles) to AVTOVAZ. 2001 oil/gas contracts exceeded $3.4 million. Currently, UF is in the process of finalizing other exclusive supplier contracts (to be described below) to expand (automotive and oil/gas) sales. Moving forward, this will allow UF to further capitalize on their '¥avored corporation status" with these industrial giants. UF is currently solidifying relationships with European Companies IffARL/$BL/$£$(Hungary), GANZ- HL/NSLET IblL~L VEHICLE (Hungary), LL/ffOIL (Russia), SMR~L/~TN£FTEGAZ (Russia), TA TRA ( Czech Republic), TA VR~ (Ukraine), ~AZ(Russia), L/AZ(Russia) and various other heavy industry corporations. 2002 CDBG Economic Development Program Application ,J 1j- ij I-!' Ij UNITED FORWARD. Jnc & UF Fluid Systems. Znc. Exhibit 3: Business Plan & Financial Projections Competitive pricing combined with favorable financing and on-time shipments allow UF to capitalize in this market where they are recognized as a dependable and reliable partner. ,Marketing Promotional Strategies & PosiUoning: Market Entry With respect to the new Boynton Beach manufacturing facility, UF's ability to secure new business will depend on the market environment, as well as positioning and product portfolio of the existing players (competitors) at the time of UF's entry into the initial geographic market. The company will utilize the following strategies as well as extensive experience and knowledge of its staff and industry experts to: 1. Reduce price to penetrate the existing markets. By introdudng a product at a lower pti*ce than the existing competitors, the Company can attract new customers who would not have otherwise purchased such a product, in effect expanding the total market. Purchasing the latest in manufacturing equipment and technology, employment of highly skilled work force as well as sourcing cost effective raw materials will accomplish this strategic objective. 2. Provide the highest quality product and support service, with a focus on niche markets. This will be accomplished by substantial investment of the operating budget in product development and training. Tmproved product will compete with existing products and will be positioned to aU. Tact new customers that are not targeted by existing product and service. 3. Carry out a vigorous marketing campaign of brand name recognition with cost effective, high quality products and superior customer support and service. The Company will use its extensive knowledge of customer ethics and needs; as at one time it was the same "...customer..." it will market to now, but as a manufacturer. 4. Establish physical presence through operaUng new offices within the geographic region of all major customers; this will provide a framework for building long-term and financially rewarding relationships. 5. Offer competitive, calculated risks to new customers in the form of favorable payment conditions and technological resources for product development and procurement. 6. Tn the United States, UF will target the top 10 reteilers and retailing jobbersz for aftermarket sales. Likewise, in the United States, UF will target membership and networking relaUonships in aftermarket associaUons. Among those considered are Automotive Service Association (ASA), Automotive Service [ndustry Association (AS[A), National Catalog Managers Association (NCMA), National [nstitute for Automotive Service Excellence (ASE), Automotive Parts & Accessories Assn. (APAA), Heaw Duty Manufacturers Assn., Automotive Parts Rebuilders Association (APRA) and Overseas Automotive AutomoUve Coundl (OAC). 7. UF's primary, initial client, Avtovaz, has entered into a joint venture manufacturing agreement with General Iqotors for the production of sport utility vehicles.2 UF has every intention to maximize its close-knit relationship as an opportunity to facilitate timely contract opportunities with GM in North America. 8. UF will actively develop an Znternet initiative to generate sales opportunities via its Tnternet site. Competitive Analysis The automotive rubber hose OEM market in North America can be valued at approximately 55 billion dollars annually. Zn today's competitive market, companies such as Gcxxl Year Tire & Rubber Co., Dayco / Mark-IV Zndustdes Znc., Dana Corporation and Gates Rubber Company, UF's major competitors in this manufacturing proposal, dominate both OEM and aftermarket purchasing volumes. These four organizations have been supplying parts to every major car manufacturer in the wodd, combining for approximate sales of over 40 billion dollars in [he rubber product category in 2000. Other independent smaller manufacturers combined for an additional 15 billion dollars in sales. Preferred suppliers, such as Gates for the aftermarket segment and Dana for 'Top 10 Retailers & Retailing )obbers', Automo~ve Week, 1999; hU:o://ww~v.auto-week.com/stat:s4ie.h~,m. ~GI~I Avtovaz .Joint Venture'; press release from I~siness information Servica for the Newly Independent States (B[SN[$), ( h~t~://www, bisnis.doc.oov/bi~,nis/countrv/010413samlvvcnFeb.htm). 2002 COB~ Economic D~velopment Program Application February 2001 10 UNITEO FORWARD. Inc. & OF Fluid System$. Inc. Exhibit 3: Bus/ness Plan & Financial Projections the OEH segment, have been able to dominate North American markets by providing high quality products at competitive pdces, even though response to customer demands and technical support has to improve. All of these corporations are heavily centralized, and therefore are not capable to react to vigorous conditions of the market as more global players enter the industry. Delays in deliveries and long development Umes also create a problem for automotive parts customers. However, most buyers are not willing to change to alternative suppliers due to risks involved with development of new products that a new manufacturer has to go through. UNTIED FORWARD will manufacture those products that are currently being supplied by mentioned competitors without jeopardizing supply chains and logistics; simultaneously developing new product lines and technologies. Furthermore, these products will be of superior quality and lower price, with dedicated customer service. The industry shows continuing tendency towards globalization; suppliers develop global manufacturing base. Acquisitions and mergers have been the driving force behind market capitalization by such companies as Dana Corporation (purchased "Plumley Hose" in 1994 for an estimated 100,000,000 dollars and undisclosed amount of stock from Plumley family). European and .lapanese parts manufacturers are also looking closely at North American market as favorable conditions for expansion, while U.S. suppliers that have saved earnings dudng last decade are also well-positioned to pursue acquisitions. Current Employment At the present time UNI-I'ED FORWARD, Inc. currently employs 12 full time equivalent employees in their Boca Eaton and Boynton Beach locations. NI jobs pay above minimum wage and provide benef~. Net new jobs as a result of this project may approach over thirty, but UNTIED FORWA~ will pledge :10 full time positions (that pay $:11.50-23.07 per hour) for this application (in addition to those jobs already pledged in conjunction with the Palm Beach County Development Regions Application). 2002 CDB~ Economic Development Program Application ! 1 UN.r'I'ED FORWARD. Jnc. & UF Fluid Systems, inc. Exhibit 3: Business Plan & Financial Projections .J Figure 2: Fuel injection hose TV. The CDBG Economic Development Project The purpose of this Palm Beach County CDBG Economic Development Program Application is to secure additional funding for Phase V of UNITED FORWARD, Znc. and related companies' expansion project, specifically to assist with the cost of purchasing important manufacturing equipment for their new hose production facility (2~d Extrusion Line). Since the facility is located within the town limits of Boynton Beach they must comply with Boynton Beach's planning, building and zoning requirements. UNITED FORWARD, Znc. and related companies did submit an application to the City of Boynton Beach and the Palm Beach County Economic Development Office for consideration for a $75,000 Development Regions Grant ($50,000 request to PBC, $25,000 match request to City of Boynton Beach) to be used for assistance with Phase ~V - 1'~ Extrusion Une/Equipment. UN1-FED FORWARD, Znc. proposes seven phases of investment that will improve the appearance, functionality and expand the operations of their business: · Phase ! includes acquiring the 26,235 square foot building located immediately west of 1-95. · Phase 1! involves obtaining final bids for purchase of the first extrusion line (manufacturing equipment) from Davis Standard · Phase 1!1 involves making necessary improvements to the building to make it more functional and efficient for their business and manufacturing activities. · Phase !V includes purchasing necessary equipment to run the two types of rubber pipe manufacturing assembly lines (Extrusion Line from Davis Standard). · Phase V includes purchasing and installing the second extrusion line. · Phase VZ includes purchasing and installing the third extrusion line. · Phase VZ! involves bringing the facility to its full manufacturing capacity. 2002 4~DB4~ Economic Development Program Application 12 UNITED FORWARD, Inc. & UF Fluid Systems, Inc. Exhibit 3: Business Plan & Financial Projections Facility The property is located at 4020 Thor Drive in Boynton Beach and is bordered to the north by the Caloosa Regional Park and Golf Road/SW 23~d Avenue. To the south, it is bordered by Lake Ida Road and the City Limits of Delray Beach. The Railroad tracks and 1-95 are to the immediate east of the facility. To the West, the largest venue is S. Congress Avenue. The 26,235 square foot industrial building sits on 4.43 acres and contains approximately 11,610 square feet for office space. Required improvements to the building include the following (Phase III): · A production area for manufacturing activities with sufficient passages for personnel and repairs · A closed material warehouse of about 127 square feet with temperature control · A finished product warehouse of about 150 square feet with shelves for product storage · Other upgrades and repairs to provide the following: air conditioning and ventilation, whter and plumbing, floor upgrades, electrical, parking, landscaping, interior office build-out, structure Figure 3: Manufacturing Facility O 4020 Thor Drive Summary of Financial S~atements and Projectfons Regarding the historical financials (tax returns) provided by UNI'I'ED FORWARD, Inc. and the newly created UF Fluid Systems, Inc. UNI'I'ED FORWARD's after tax cash flows are shown below. As is typical of new businesses, losses are often incurred in the early years of the corporation due to start up expenses and learning how to efficiently and effectively grow the business. UF's tax returns show a substantial increase in sales from 1999 to 2000, while 2000 to 2001 show a smaller percentage of growth. 1999 2000 2001 Sales $696,357 $5,393,578 $6,601,300 Net Income alter tax $86,794 $106,090 $132,097 Plus Depreciation $19,138 $29,287 $51,083 Alter Tax Cash Flow $105,932 $135,377 $183,180 UNITED FORWARD, Inc. Inc. has provided 5 years of projections at the end of this exhibit. Financial Projections do not reflect the inflow of capital from grants and loans and the corresponding (offsetting) expenses (purchase of capital equipment). 2002 CDB4; Economic Development Program Appl~ 13 4 UNJT£D FORWARD, Inc & UF Fluid Systems. Inc. Exhibit 3: Business Plan & Financial Projections Demographics Please see the Demographic Information provided at the end of this exhibit regarding Census data for the City of Boynton Beach. According to the Flodda Agency for Workforce Innovation, the City of Boynton Beach has a 2000 (Census) Population of 60,389. Boynton Beach's per capita income is $16,668 (figures from the 1990 Census, 1989 data - 2000 Census information not yet available). The 2000 Annual estimated unemployment rate for the City is 5.6%. North American Industry Classification System or "NARCS" Code Information - Please see the Detailed Industry Data provided at the end of this exhibit. According to the 1997 Economic Census, there were 11 Rubber and Plastic hose and belting manufacturers (NARCS #32622 and 326220) for the State of Florida, with annual payrolls to~ling $21 million, 752 employees (or 69 per establishment). For the United States there were 149 recorded firms, with annual payrolls totaling $749 million and 24,182 employees (an average of 162 per firm). On the consulting side, the nearest classification was 5416 Management, Scientific & Technical Consulting Services and with possible subcategories of P~, physical distribution & logistics consulting services - 541614, R&D in the physical & engineering services - 5417101. Specific data regarding the number of firms for the US and Florida, annual payrolls and number of employees is provided directly following this Executive Summary. .lob Creation The 10 FTE jobs proposed under this CDBG Economic Development Program Application are in addition to the existing and Development Regions jobs and are described in greater detail on page 6 of Exhibit 1: CDBG Application. UF is committed to creating jobs for Iow-and-moderate-income persons. Of the 10 new jobs projected, 70% will go to LMT individuals. !n addition, more than 30% of the new positions will go to individuals in the unincorporated parts of Palm Beach County or those residing in communities that participate in the HCD Urban County Program. All positions will be advertised with the Workforce Development Board and targeted to the Development Regions Area of the City of Boynton Beach. The project meets CDBG National Objectives in terms of benefiting Iow-and moderate-income persons who live in Palm Beach County, a county with pockets of increasing unemployment and high poverty rates (especially Development Regions like that of Boynton Beach). The project helps to eliminate slum and blight by improving property and subsequently the tax base for the employer and possibly the employee who has more funds to apply to his/her family's needs. The project also meets urgent needs (employment in a sluggish and uncertain economy) by providing jobs and training for the people who need it the most. United Forward, Inc. and UF Fluid Systems ~Tnc. will utilize written surveys to verify I_H! status when a prospective employee fills out a job application and to determine where his/her family is geographically located. In addition to the economic benefits described above, CDBG funds assist UF/UFFS in filling an Economic Gap that exists for businesses operating in the County; companies in a single purpose category (ie; specialized manufacturing facility). !n some cases lenders may not be able to recover full cost under foreclosure sale due to the specialized nature of the business and its assets. The use of SBA government guarantees and other government supported economic development program funds helps to fill this gap. United Forward would like to review the County Procurement Process early in the process with County staff. [t is likely that United Forward will discuss the lack of qualified equipment vendors with the county and may request permission to purchase equipment from a single source. 2002 COB(; Economic Development Program Application UNITED FORWARD. Inc. & UF Fluid Systems. Inc. Exhibit 3: Business Plan & Financial Projections Documentation of City Commitment The Cover letter from the City of Boynton Beach provided in the very front of this application demonstrates the City of Boynton Beach's commitment to this project. The Boynton Beach City Commission voted on .~uly 2, 2002 to submit this applicaUon and committed to provide matching dollars if the project is approved by the Palm Beach County Board of County Commissioners. Summary and Conclusion UNTIED FORWARD, Znc. Inc. is an established business with six years of operating history. Their expansion project demonstrates strong owner financial commitment, significant aesthetic improvements to the facility, economic benefits (jobs and an increase in the tax base, exports; improvements in the US trade balance) and social benefits. The business has already contributed over $555,000 or 9.84 percent in capital to the I~roject thus exhibiting a strong leverage factor. Financing by third parties represents an 87.06% participation level. Owner management has fine-tuned their operations and has the necessary manufacturing/engineering expertise to manage the new UF Fluid Systems, [nc. manufacturing operation. Since 1996, the markets that UNTIED FORWARD serves have evolved continuously, causing customers to seek new and innovaUve solutions with a competitive edge. In order to prosper and remain a leader, UNTIED FORWARD will anticipate future customer's needs and will ensure that the resources and abilities necessary to provide them with solutions are in place. To ensure that our products and services meet our customers' quality standards, our designs are continuously checked throughout the production process, from conception in our engineering department, to assembly in customers' facility. Our commitment towards error-free, timely deliveries is shared throughout our organization. When a unique situation, requires customized solution, UNFI'ED FORWARD works with customers right from the initial project concept to ensure that our innovative solutions meet and exceed expectations. We integrate the expertise and experience of people throughout our organization to develop the processes and technologies best suited to our customer's individual applications. Unlike traditional export/import companies, UNFI'ED FORWARD provides true "door to door" service, incorporating all aspects of intemaUonal transaction management. The full power of our international business capabiliUes is utilized when we manage large projects for clients, such as the development of business plans, manufacturing facilities design and construction, OEM supply and implementation of technology upgrades and transfer. UNI'rED FORWARD has established long-term relationships with some of the most prominent companies in the world. Each of these solid partnerships benefits our entire client base by building new opportunities for appropriate partners in emerging industrial and geographic markets. Our clients in Russia and Eastern Europe utilize our services to procure overseas industrial products and components as well as develop new products and systems. Our US-based clients rely on us to serve as an international sales and purchasing team by identifying new commerce opportunities in Russia, Eastern Europe, and the rest of the world. The UNITED FORWARD - Boynton Beach manufacturing facility is an important step for the company, the City of Boynton Beach and Palm Beach County. UF strongly believes that this project meets and exceeds the requirements of the Palm Beach County CDBG Economic Development Grant Program. 2002 C~DB~ ~conomic Development Program Application ! 5 United Fonvard~ Inc. & UF Fluid Systems, Inc. Exhibit 3: Business Plan & $ Year Projecb'on$ m J. J m J m J BALANCE SHEET ASSETS Current Assets Cash Accounts Receivable Inventory Total Current Assets Fixed Assets Land Buildings Furniture, Fixtures, Equipment Accumulated Depreciation Intangibles Total Fixed Assets Other Assets TOTALASSETS 12/31/01 Adjua:..ent Adjusted 105,365 J 105,365 1,532,586 1,532,586 182,933 182,933 1,820,884 1,820,8,84 379,614 379,614 1/~5£ 000 2,883,660 1,428,660 0 (112,761) 29,315 1,724,828 2,, ,ooo 1,200,000 (112,761) 29,315 4,379,828 I 816,48 1 I 816,48 14,362,19612 655 000 I 7,017,196 LIABILITIES Current UabiliUes Accounts Payable Short Term Debt Notes Payable Accrued Expenses Total Current UabiliUes Long-Term UabiliUes Total Long-Term Debt Debt I Buildinc,) Debt 2 Loans from Stockholders Debt 3 Deferred Income Debt 4 Equipment - Phase IV Equity Paid-In Capital Equity State Capital Retained Earnings Total Equity TOTAL LIABIL_rT~ES AND EQUITY 475,079 475,079 0 0 1,043,257 1,043,257 506 506 1,518,842 1,518,842 662,737 1,051,096 0 i,200,000 2,658,833 2~, F~55~ 000 2,400,000 662,737 1,051,096 1,200,000 5,313,833 99,900 99,900 100 100 0 0 84,521 184,521 84,521 184,521 4,362,1961 2~55~000 1 7,017,196 2002 CDBG Economic Development Program Application 000 United Forward~ Inc. & UF Fluid Systems, Inc. Exhibit 3: Bu;Jnes; Plan & $ Year Projections DETA]'LED ZNDUSTRY DATA 2002 CDB~ E~onomJ¢ Development Program Application Table 1-1d. Industry Statistics for Industry Groups and Industries: 1997-0on. code Com- ~ P&yroil iN~I,~~ turn: [ pe~.., ,.~== ~ .~,~) .~ (~)~ ~ ~.~) ;~,~) ~$~.~ 11~ M~--~. ~~~'.~... 2251 2~ 1~ 4=517 ~7~ 1~ 21~6~ ~=~ ~876~ ~141~ 14~ ~.~..:.~..~.~:~... ~ ~ 31 ~2 1 ~ ~I 18 1~ 36 ~ ~ 457 I0 4~ ~ 7 ~7 ~ 17 ~12 ~~.~: ~75 ~7 21 "5 ~4 411 14 I~ 28 7" ~ "1 5 1" 717 3 1~ ~ 8 2~13 : 1~ 210 9 ~ ~I 5~ 4 "~ 11 ~ 210 ~ 2 127 3~ 2 ~ ~, 4 ~ T~~ ...... ~1 ~ ~ ~7 2 113 ~i ~ ~ ~ ~ ~ ~ 16 ~ ~ 7 ~ ~ 24 212 ~ T~t ~n~ .... ~1 ~ ~ ~7 2 113 ~ ~ ~ ~ ~ ~ ~ 16 ~ ~ 7 ~ ~ ~ ~l~m~... 2~ 2~ 124818 5~57~; ~1~ 1~1~ 2~7~ 19~ 19 1~213 ~ 0~ 1 615~ ~1 ~m~ ............ ~ ~ 131~ ~ 7~1 14~74 2~ 1~27~ 2~ 4076~ ~10 ~m~ .......... ~ ~ 131~ ~ 7~1 14~4 ~ 16~ 2~ 40~ ~ ;~m~ 66 1~ 8 ~ 312 ~1 6 ~ 13 516 1~ ~ ~ ~2 ~ 413 I ~7 274 ':::::::::: ~ 1~ 8 ~ 312 ~1 6 ~ 13 516 1~ ~ ~ ~2 ~ 413 1 ~7 274 ~1 ~"' 1 ~ 2 ~ lffi ~ 4 ~ ~ 61 516 1~ ~ 2 ~ ~ 17 ~I 712 15 ~ 571 ~ ~ ~ 1 ~ 61' ~ ~ 311 ~ ~ I ~ 912 21 ~ 51 ~ ~ ~ 7 6~ ~ 50~ ~ 12 918 747 571 27~ ~ ~m~ ~ ~&~~... 13~ 16~1 1~ ~ ~ 1~7~ 19~6~ 61~; ~ I~161~ 7~ ~1 P~~ .......... 11 613 14 012 ~ ~7 ~ ~ 5~ ~ 417 1 2~ ~ 14 ~ ~ ~ ~ 7~ 61 ~ ~7 124 ~11 ~~~~' 1 ~ 1 ~ 110 ~ 3 ~ ~7 ~ ~ 1~ ~ 2 ~ 616~ 11 ~1 ~ 13 ~ ~ 24 ~4 1,1 U~.~.~~~ ...... ~ ~ ~ ~1 I 1~ ~ ~ 1~ 60 ~ ~ 1~ 3 ~ 5~ 3 ~ 147 7 ~112 ~6113 ~~'( ~ ~) m~ ................... 7~3 ~4 ~103 1 ~?~ ~ 83110 I ~1~7 6~ 7 1~ 13 ~121 ~~------ ~ ~7 27 ~ ~7 676 ~ ~ ~ ~ 5~2 ~ 2 2~ ~ 2 ~ ~ m~ ................... 317 ~ 19 ~ ~1 ~ 15 ~ 30 807 ~ 274 1 7~ 3~ 3 ~ ~ 4 ~,&~ ........ ~ ~7 16517~ ~ 12~ 27~ ~ 1624612 1~ 3 1~ 1~47 ~&~ ...... ~ 457 16517 ~ 12~ 27~ ~ 1624612 1~ 31~ 1~47 ~1~ m~ ........ ~.~., 3~ 518= 27 142 ~ 412 21 ~1 ~ 1~ ~ ~ 2 ~ 515 2 4~ ~ 4 ~ .............. 3~ 518, 27 142 7~ ~2 21 ~1 ~ 1~ ~ ~ 2 4~ 515 2 4~ ~ 4 ~ 2~ 317 91 ~15 ~m~&~ m~ ..................... ~7 ~ 37~2 I ~ ~ ~ ~ ~7 2~ 3 ~ 712 6 ~1~ ~&~ ~~ ........ ,7 ~ 37362 1~ ,7~ 56~ ~7,7 2~ 3,712 6~ 216, ~16 ~~ .......... 2~ ~ 33~3 ~813 ~ 59651: ~ 3 067 1~ 3~717 6~216 ~724 ~1~ ~em~ ........ 2~ ~ 33 ~3 ~ 813 ~ ~ 59 651' ~ ~9 3 ~7 1~ 3 ~7 717 6 ~ 218 ~7 24 ~19 ~W~mlg .. 6 0~ 9 1~ ~ 14~918 ~ 710 ~ 116 9~ ~ ~7 ~7 31 ~ 7~ ~191 ~ ~ ~ --~ ,~ ~.~~t'~::::~'~: .... ~ 57o ,~ ~ ~ 5,4 ,~ ~,3 ~ ele ~ ~ , ~ o~ ~7 ~ .~:.~.~... ~ ~ e 070 ~o ~, 4 ~ o ~4 ,~ ~ ~ ~, ~ ~ m~ ................... 7 ~ 8 ~ ~ 710 13 O~ 715: 41~ ~ ~ ~ 8 ~ ~ ~ 4~ ~1 ~ 2N ~? ~ G ~ 3 ~1 37 ~ ~m~ .......... 2~1 2~ ~ 6~ 1612~ ~ 48~ 18~ 16~, ~ ~m~ .................. ~ 911 72189 2~ ~ t~ 2~619 7 917 5~ 77~ 15~1~ 6~1 ~11 T~ ~g (exit ~) ............. 110 161 64 ~4 2 ~ ~ ~ 1~ 110 ~ 2 219 ~ 7 521 ~7 7 1~ ~' 14 7~ ~ ~7 1C ~12 Tre m~ ........... ~ ~ 7 ~ 1~ ~ 5 ~ 12 7~ 1~ ~ ~ ~6 571 ~ 9~ 015 24 01 -- '~~~:~:~~~ 1~ 216 24 182 7. ~ 16 7~ 39 3. ~1. 21~ 3~ 1. ~9 4~ ~ 1~ ~ 1~ 216 24 1~ 7~ ~ 18 ~ 39 ~ ~1 ~ 2 1~ 3~ 1 ~ ~ 4 ~ ~~... 1~ 1~ 1~ 3~ ~4~ 167~ 2~2 7~ 7 012 3~ 14.1. ~3~ ~ ......... ~ 716 55 ~7 1 ~ ~ ~ ~ 91 9~ 1 ~1 ~ 3 857 118 2 ~ ~ 6 ~ M om~ m~r ~t m~ ................... ~7 ~ 50 ~5 1 ~ ~ ~ ~ 75 6~ 011 ~ 4 131 2~ 4 176 410 8 1-14 GENERAL SUMMARY-INDUSTRY STATISTICS MANUFACTURING--SUBJECT SERIES U.S. Census B~'lau, 1997 Economic Cen~',.~ Jml. 25, 2001 Table 1. Industry Statistics for the State: 1997-0on. ~. V~ ~ ~ ~t ~ Va~ ~ m~ -~. ~12 ~ m~ ....... I 57 11 · D D D D D D 'D ~71 ~,&~ 327~1 m~ .................. 2 161 ~ 5 ~ t~5~ 38~ 8~ ~ 1~ ~ ~ ~7 ~ 5~ ~ ~74 L~ & ~ ~t ~79 O~ ~m~ m~ 327~ ~ ~ 327~1 m~&~m~.. 5 13 2 1~ 4~ 107 212 2 ~ 165~ 11 ~ ~ 1~ 1 2~ ~11 I~&~m~& ~ ~ ............. 3 2 , o l o Dm D O O O [ I MANUFACTURING--GEOG. AREA SERIES FLORIDA 13 U.S. ~ Bureau, 1997 Economic Census May 1 .I l ] 1 ] ] ] ] ] ] ] Tab~ la. Summary Statistics for-Firms Subject to Federal Income Tax for the State: 1997 Pldd PM~ent of ~ipts-- C~phic ~ ~ M~ M ~M~ NA~S F~ ~ El- ~mt~ ~m~ (~) ~ ~S~ (~ (~) ~mA ~1 p~,~,&~~ .............................. ~ ~ 27 ~1 1~ 10 ~ ~ 2 ~1 ~ 2~ ~ 24.4 7.~ ~11 ~~ 13 241 7 310 314 3 ~ 1~ ~ 315 ~1~ ::::::::::::::::::::::::::::::::::::::::::::::::: ~a ~ 7 ~ ~ 3 ~ ~ .7 4~5 ~ ~7 ~.0 ~.~ ~11101 ::::::::::::::::::::::::: 12 M 7 ~ 7~ a ~ ~ ~7 415 ~ ~7 ~ 5.: ~119 ~W ............................................... e13 2~ ~7~ 27 ~ 3315 ~.g 7.~ Hl19~ W~&~WM ................................. M7 ~ 151 MM1 1~ ~7 ~11~ MO~~ ........................................... 1M ~ ~ 12 475 2 ~ ~ 31~ 14: M12 ~,~,~g,&~ ............. 6 871 2 ~ ~ 1 ~ 911 ~ ~ ~ ~1 24~ 9. ~1213 T~ ~ ~ ~ ................................... ~ 1~ ~ ~ ~0 14 ~ 6 ~ ~.5 5; ~~ ........................... 1. ~ ~ ~1 ~ ~ ~ 14 0. 2.7 7~ ~1219M1214 .~.:::: ::: ::::: ........................... 2 ~ ~ ~ 181 e17 41 1~ 8 318 ~.0 15. M13 ~3~ . ::::::::::::::::::::::::::: e ~ 5 ~ ~ = ~ ~ ~ ~ M1310 ~~ ............................................ 1 4~ ~7 ~ ~7 1~' ~ 1~ 7 ~1~ E~d~ .............................................. 3 ~ 3 ~ ~: I ~ ~ ~ ~ ~ ~ 24.0 6. ~1~ ~~ ............................................ 3 ~ 3 ~ ~ I ~ ~ ~ ~ ~ 24.0 6. MI~ ~m~ .................................................. 1~ ~ ~ 11 ~ 2 319 ~ ~.3 5. ~1~ ~ m~ ................................................ 1~ ~ ~ 11 ~ 2 319 ~ ~3 5. MI~ B~i~~ ........................................ 2~ ~ ~ 12 ~ 2 ~6 617 ~2 10. MI~ ~~~ ...................................... 2~ ~ ~ 12 ~ 2 676 617 452 10. ~ ========================= ~3 ~ ~ ~ . ~ ~ ~o. M137 ~&~(ex~~~ ................... ~4 ~4 ~1 1~ ~1 31 741 5 ~ ~.2 3. M1370 ~ & m~ (ex~ ~ ~ ................. 674 274 ~1 1~ ~I 31 741 5 ~ ~2 3. MI~ ::::::::::::::::::::::::::::::::::::::::::::: 276 ~ ~7 110 ~ ~ 618 3 ~ ~.8 6. ~141 :::::::::::::::::::::::::::::::::::::::::: I ~ ~ ~16 ~ ~ 19 ~ 3 ~ ~.6 6. ~1410 ~~ .......................................... 1 ~ ~ 916 ~ ~2 lg ~ 3 ~ ~.6 6. ~1~ a~~ ........................................... ~ a~ ~ ~ ~e 14 ~ ~1~ ~~ ......................................... ~ 2~ ~ 14~ 24~ ~.4 8. ~1~1 Gm~~a(~~l~&~) .. 7~ ~1 ~ ~ 517 13 ~ 2 ~ ~.6 8. ~1~ ~1~ ............................................... 107 D D D c D I ~1 ~ M~ ~ ................................................ 1 D D D a D I ~149 ~~~ ................................... ~ ~ ~ 16 2~ 2 ~ 4~ 9.6 2. ~1~ ~~~ ................................. ~ ~ ~ 16 2~ 2 ~ 4~ 9.6 2. ~15 ~r~n&~~ ........................... 3 ~ 4 ~ 219 1 ~ ~1 375 ~ 31 2~ 13~ 6. ~151 ~~&~~ ......................... ' 3~ 4~219 I ~1 ~5~ 31 ~ 13~ 8. ~1511 C~r~~e .......................... 1 ~1 1 1~ ~ ~ 1~ 1~ 1~ 10 7~ ~.1 17. M1612 ~~~ ............................... I ~ I 741 219 ~ ~ 1~ ~ 12 ~ 16~ 6. ~1512t ~p~l~m~ ................................... ~ I ~1 1~ ~ 112 ~ 471 7 ~: 10.0 7. ~151~ ~s~~(~~) ....... 1 010 510 ~ ~1 ~ ~ ~1 4 7~ ~.5 11. ~1513 ~~ ~t~ .......................... ~; I ~ ~7 ~ 3~ ~ ~ 6 ~ .4 ~1519 ~~~ .................................. 510 1~ ~ ~ 8~ 14 ~ 1 6~ ~.3 7: ~ ~~.,~~~ .................. , ~ 3 ~ ~ ~ ~ ~ ~ ~ . =~ =~ ~o. ~1611 ~ ....................................................... 2 247 1 ~ 274 ~ 1~ 121 ~ 10 ~ 27.0 10, ~1612 Hu~n~&~~~~ ............ ~ ~ ~ 214 ~ ~ ~ 4 ~ ~.8 7 ~16121 A~~ ........................................... 41 ~ 1~ 14 ~ 4 197 ~ 15~ 12 ~161~ E~e~~ .................................. ~ ~ ~ I~ ~ ~ ~1 2 ~ ~.7 5 ~161~ H~an m~& ~~~ ............ ~ 1~ ~3 69 ~0 16 ~ 1 ~ ~ 8 ~1613 ~~ ~s .................................... 1 ~ ~ 1~ 1~ ~ ~ ~7 4 ~ ~.8 9 ~1614 ~,~l~,& ~~ ......... 1~ I~ 019 ~ ~1 B 7~ I ~ 21.7 4 ~1618 ~r m~t~ ~ ............................ ~1 1~ 210 31 ~4 6 425 7~ 37.1 2 MI~ E~I~~ .................................. 414 1~ ~ ~ 016 17 ~ 2 ~ ~.8: 13 ~1~ ~~~ ................................ 414 1~ ~ ~ 016 17 ~ 2 ~ ~.8: 13 ~1~ ~&~~ ........................ ~4 376 ~ 143 ~ 31 ~ 3 ~1~ ~&~~~ ...................... ~4 ~ ~ 1~ ~ 31 ~ 3 ~17 ~ ~a~ & ~t ~ ............................ ~ ~7 ~1 1~ ~1 ~ ~7 3 ~ 17.5 21 ~171 ~Din~,~,&~ ...................... ~4 318 ~ 1~ ~ 31 1~ 3 131 18.1 16 ~1710 R&D ~ ~ ~, ~, & ~ ~ .................... ~4 316 ~ 1~ ~ 31 I~ 3 131 18.1 16 ~17101 ~Dm~&~~s ...................... 197 ~1 1~ 93 ~ ~ ~1 2 ~ 12.2 14 ~171~ ~&~ent~ ~e~ ..................... 127 ~ ~ ~ 376 7 819 ~172 ~h&~~~&~ ........... ~ ~ ~ 16 ~ 3 ~7 ~ 12.6 67 ~17~ R&D m~~& ~ .......................... ~ ~ ~ 16 ~' 3 ~7 ~ 12.6 67 PROFESSIONAL, SCIENTIFIC, AND TECHNICAL SERVICES--GEOG. AREA SERIES FLORIDA 7 U.~- CM'~U~ Bureau, 1997 Economic Cef~ji Dec. 21, 1099 Tab~ la. Summary Statistics for Firms Subject to Federal Income Tax for the United States: 1997 Pai~ Pe~cent of NAICS Kk~ of bueioes~ ~ F~ UN~ H pm~ ~,&~l~ .................. ~S ~ ~ ~ 1~ ~ ~ ~ ~ ~ 313 S ~S 7~ 16~ ~1 ~,~fl~,&~~ .............................. 615 ~5 5~ ~ 139 ~ 3~ ~ ~ s~ 313 s 212 ?~ 18.6 7. ~lt ~ ...................................................... 1~ 716 127 ~ ~ ~ ~0 017 10 374 ~ 1 012 ~ 19.9 5, ~111 ~ ................................................. I~ 767 1~ 616 ~ 47 ~ ~7 10 ~ ~ ~ ~4 ~.1 5, ~1110 ~~ ............................................... 1~ 757 1~ 616 ~ 47 ~ ~7 10 ~7 ~ ~ 074 ~.1 5, ~1110~ O~~(e~i~d~) ..................... 1~ 757 1~ 616 ~ 47 ~ 567 10 ~7 ~ ~ 074 ~.1 ~119 ~~ ............................................... 7 ~ 4 ~ 516 1 ~ ~ ~ ~ ~ 018 1~ ~1191 ~&~~ ................................. 6 ~1 3 ~ 167 1 ~ 2~ ~7 378 ~ 711 14~ Ml1~ ~o~~ ........................................... 1 ~ ~ ~9 ~ 1~ ~ ~ 9 ~7 15.3 8 M12 ~g,~,~,&~ ............. 97 512 61 117 316 ~ 1~ ~ 6 ~7 ~ ~ ~ 19.0 M121 ~ m~ ~,~,& p~ ~ ........... 97612 61 117315 ~1~ 0~7~ ~ 19.0 7, ~1211 ~~~ ............................. ~ ~1 ~ ~1 ~ 15 1~ ~ 3 ~7 ~4 ~ ~ 19.7 5 M1213 T~~S ................................... 12 ~ 2 1~ 210 ~ 1~ 2~ ~ 147 ~ ~.4 6 ~1214 ~~' · 2 ~ 14 113 017 7 ~ ~ I ~ ~ 316 ~ 3.e ~13 ,. ~ ::::::::::::::::::::::::::::::::::::::::::: ~ ~ ~ ~m ~ ~ ~ ~ 8 ~o ~ ~ ~ te.~ ~135 e~~~ ........................................ 2 ~1 ~ ~1 2~ ~ ~ ~1 8 674 ~.9 7 ~1~ ~~~ ...................................... 2 ~1 ~ ~1 2~ ~ ~ ~I 6 674 ~.O 7 ~ :::::::::::::::::::::::: ~7 ~ m7 ~ ~5 ~ .o ~ o ~ -~ ~137 ~ & ~ (ex~ ~ ~ ................... 8 ~ 3 ~1 ~ 1 ~1 ~ 312 ~1 61 814 ~ 4 ~1370 ~&m~(ex~~~ ................. 8 ~ 3 ~1 ~ 1 ~1 ~ 312 ~1 ~ 51 814 ~.5 4 ~1~ T~ ~ ............................................... 5 ~ 6 ~ ~ 2 ~ ~ i ~ 1~ ~ ~4 16.7 6 ~1~ T~~S ............................................. 5 ~ 6 ~ ~ 2 ~ ~ ~ 1~ ~ ~4 16.7 6 ~14 ~~ .......................................... ~ ~ 14 ~ ~4 4 ~ ~ ~ ~1 113 ~ ~2 6 ~141 In~~ ............................................ 9 ~12 4 ~ ~ 1 ~1 ~1 21~ 1~ ~ 915 ~.4 7 ~1410 ~~ .......................................... 9 612 4 ~ ~ 1 ~1 ~1 218 1~ ~ 915 ~.4 7 ~1~ I~~ .......................................... 1 ~ 1 ~ 017 ~ 591 141 ~ 13 ~7 11.4 6 ~!~ ~~ ........................................ 1 ~ 1 ~ 017 ~ ~1 141 ~ 13 ~7 11.4 5 ~1~ G~~ ........................................... 14 ~I: 7 ~ ~ 2 ~ ~4 ~ ~ 61 ~ ~.0 ~1~ ~~ ......................................... 14~1 7 ~ 2 ~674 ~ ~ 61 ~ ~ 6 ~1~1 Gm~~l(e~~l~&m~) .. 12 ~ ~ 741 ~ 2 1~ 1~ ~ ~ ~ ~1 31~ ~1~ ~1~ ............................................... 2 017 ~I ~ 2~ 7~ ~ ~ ~ ~ ~ 5 ~1~ M~ ................................................ ~ 12 ~ 4 ~1 I ~ 1~ 192 8 ~1~ ~~d~ ................................... 871 ~ ~ 1~ 210 ~ ~ 3 ~1 41.5 ~1~ ~~~ ................................. 671 ~ ~ 1~ 210 ~ ~ 3 ~1 41.5 7 ~15 ~ ~ ~n & ~ ~ ........................... ~ 278 1~ ~7 614 42 1~ 6~ 9 6~ ~ ~ ~9 132 ~151 ~ s~ ~ & ~ ~ ......................... ~ 278 1~ ~7 614 42 1~ 6~ 9 ~ ~ 7~ ~ 132 ~151t ~~~ .......................... 31 ~4 ~ ~ 515 18 417 ~ 4 107 ~ 318 1~ 13.9: ~1512 ~~~ ............................... ~ 51 2t2 916 I~ 42~ ~7~: 14~ ~15121 ~~~ .................................. 10 ~1 ~ 2~ ~ 11 ~1 975 2 ~ 101 ~7 741 10~ ~151~ ~~~(~ ~) ....... ~ ~ 15 ~ ~1 7 117 ~ 1 ~ ~ 1~ 7~ ~ ~1513 ~~~t~ .......................... I ~ 15 114 1~ 3 ~ 511 1 ~1 ~ 71 ~1 .9 .151g ~--.~~ .................................. 8~ 4.. 1.~ .~ 37114 .~ 1C ~161M~~ ~ 7~ ~ ~4 ~7 ~ ~ ~I 4 ~ ~ 411 ~ ~ ~1611 ~ ....................................................... 27~9 ~ ~ 12~ 2 ~ ~ ~ 674 16.0 ~1612 H~nr~&~~~~ ............ 14 7~ 1~ 713 115 5 1~ ~ 1 118 ~ ~ 719 ~ 1( ~16121 ~~ ........................................... 714 1~ ~ I 571 ~ 1~ 717 10 ~ 10.0 ~161~ ~~~ .................................. 7 619 5 1~ ~ 2 ~ ~ ~4 ~ 47 1~ ~.1 ~161~ H~m~& ~n~~~ ............ 6 ~ 4 ~ ~ I ~ ~ ~7 ~ ~ 241 ~ ~1613 ~1~~1' ~, .................................... 12 ~ 7 874 ~7 2 ~7 ~ ~ 176 61 418 ~ 11 ~1614 ~,~l~,&~~~ ......... 3 078 3 ~ 1~ 1 I~ ~ ~7 721 25 ~ 152 ~1618 ~~~ ............................ 3 ~1 1 ~1 ~4 ~ ~7 1~ 415 15 ~7 ~ ~1~ E~m~l~g~s .................................. 6 725 4 ~ ~1 1 ~ ~ ~ ~ ~ 1~ ~.0 1( ~1~ ~~~ ................................ 6 7~ 4 7~ ~1 1 ~ ~ ~ 9~ ~ 1~ ~.0 1( ~189 ~&~~~ ........................ 12~7 6~2~ 2~' ~ ~ 31.0 ~1~ ~&~~ ~e ...................... 12~7 6~2~ 2~7~ ~5~ ~ 31.0 1' ~17 ~ ~h & ~t ~ ............................ 7 ~ ~ 078 ~7 9 ~ 1~ 2 287 ~ 176 974 7.4 ~171 R&Din~p~,~,&~e~ ...................... 6~5 21 ~1 7~ 8~ 2 176~! 161 ~ 7.1 I ~1710 ~ ~ ~ ~, ~, & I~ ~ ..................... 6 ~5 21 ~1 7~ 8 ~ ~ 2 176 ~ 161 ~ 7.1 ~7101 ~Din~&~~l ...................... ! 4 ~ 14 ~1 7~ 5 ~ ~ 1 ~9 ~ 1~ 8~ 6.1 ~171~ ~& ~~e~ ..................... ; 2 ~ 6 ~ ~ 2 ~ ~ ~ ~5 ~ 4~ 9.1 ~1~ R~h & ~v~ent ~ ~e ~1 ~ & h~ ........... 975 1 ~ 551 ~1 ~ 111 576 15 870 12.1 ~17~ R&D~~&~an~ ........................... 975 1 ~ ~I ~1 ~ 111 5~ 15 670 12.1 1, 9.4 6.7 3.7 8.8 5.0 9.3 9.4 6.6 PROFESSIONAL, SCIENTIFIC, AND TECHNICAL SERVICES--GEOG. AREA SERIES UNITED STATES 7 U .S- Cen~u~ BL, rea~, 1997 Economic Censt~ Dec. 20,1999 Un/ted Forward, Xnc & UF Flui~ Systems, Xnc Exhibit 3: Busines~ Plan & $ Year Projections DEMOGRAPHTC [NFORMATTON 2002 CDB(; Ec~J~m~i¢ Development Pro, ram ApplicaUon Unite~ Forward, Jnc & UF Flukl Systems, Exh/bit 3: Business Plan & $ Year Pro~ections DEMOGRAPHZCS 1990 Census of Population and Housing Summary Tape File 3A 040 Flodda 050 Palm Beach County 140 Tract 60.03 PER CAPZTA INCOME IN 1989 Universe: Persons Per capita income in 1989 $18,732 Population 2000 7,311 1990 Census of Population and Housing Summary Tape File 3A 040 Florida 160 Boynton Beach City PER CAPITA INCOME IN 1989 Universe: Persons Per capita income in 1989 $16,668 2000 Population 60,389 2002 CDBG Economic Development Pro, ram Application Unite~ Forward, Znc, & UF Flui~ Systems, Exh/b/t 3; Bus/ness Plan & $ Year Projections TiME PER, TOD 2001 ANNUAL AVERAGE COUNTY NAME PALIVl BEACH COUNTY 1990 CENSUS LABOR FORCE (COUNTY): 1990 CENSUS EMPLOYMENT (COUNTY): 1990 CENSUS UNEMPLOYMENT (COUNTY): 1990 CENSUS UNEMP. RATE (COUNTY): 408,316 387,274 21,042 5.2 SUBCOUNTY AREA: CENSUS TRACT 60.03 1990 CENSUS LABOR FORCE (AREA): 1990 CENSUS EMPLOYlVIENT (AREA): 1990 CENSUS UNEMPLOYMENT (AREA): 1990 CENSUS UNEMP. RATE (AREA): 2/402 2,315 87 3.6 AREA EMPLOYMENT RATIO AREA UNEMPLOYMENT RATIO .005978 .004135 LAUS LAUS LAUS LAUS LABOR FORCE (COUNTY): EMPLOYMENT (COUNTY): UNEMPLOYMENT (COUNTY): UNEMP, RATE (COUNTY): 540,276 510,497 29,779 5.5 ESTIMATED AREA LABOR FORCE ESTIMATED AREA EMPLOYMENT F..5-1'IMATED AREA UNEMPLOYMENT ESTIMATED AREA UNEMP, RATE 3,175 3,052 123 3,9 Source: Florida Agency for Workforce Innovation, Office of Workforce Information Services, Labor Market Statistics 2002 CDB~; Economic Devebpment Pro, ram ApplicalJon BC Leasing Associates Equipment (BBB) FAX July 10, 2002 To Whom It May Concern: RE: Un'fled Fo~vard, Inc. Please be advised that BC Leesing Associates has been retained to assist in obtaining equipment financing and/or basing for the acquisition of various manufacturing equipment in the amount of $1,484,145.00 from Davis Standard for their 2"~ automotive hose production line. If I can be of any further assistance, please advice. Respectfully yours, ~sing Associates M'~naging Partner ~75 N.E. 4B~ S~reet - Pompano Be~oh, Ftorida United Forward, Inc. & UF Fluid Systems, Inc. Exhibit $: Resumes Management Mr. Pavel Rodnevski is the founder, President and sole owner of United Forward, Znc. He has been involved in the automotive business community and related trade activities for the past 20 years. During that time, Pavel has organized and directed four successful international corporations with commercial activities in Europe, Asia, North and South America. From 1986 to 1994, Mr. Rodnevski served as a Managing Director of two privately held corporations, Delta and Fobos, in the Russian Federation. Both companies were involved in light industrial manufacturing and internaUonal trade, with activities centered on supplying the Aztovaz Tndustdal Plant with numerous products and services. At Fobos, under Pavel's management, the organization employed over 160 people and had 5 offices in the Samara region of the Russian Federation. These organizations operated during the highly publicized pedod of economic downfall after the collapse of the Soviet Union. Despite the economic turmoil, Pavel implemented western methods of management, his leadership skills and a strong work ethic to insure their continued growth and financial success. Tn 1995, Mr. Rodnevski and his family relocated to the United States, where he carried on his business activities by establishing United Forward as a trading company representing the purchasing interests for Avtovaz and other Russian industrial organizations. That relationship has continued to prosper and the Company has grown to employ a staff of 30 (15 in the US) and opened five offices in two countries (US - Boca Raton, Boynton Beach and New York, Russia - Moscow and Togliattii). Net sales approached $7 million in 2001. Mr. Rodnevski holds an Engineering degree in Architecture from University of Volgograd, Russian Federation, and a Bachelors degree in Znternational Business from University of Colorado. 2002 CDB~ Economic Development Pro, ram Application United Forward~ Inc. & UF Fluid Systemst Inc. Exhibit 5: Re~ume~ Mr. Kevin Hushlin has b~.n employed with United Forward for the past four years. His pdmary responsibilities are day-to-day operations of the UF's North American operations, which include vendor and customer relations, purchasing and sourcing, general personnel management, governmental and industry monitoring. Kevin has a proven track record in sourcing potential suppliers of products and services for domestic and international clientele, consistently delivering financially beneficial and sound solutions to new and existing projects. His negotiating and professional skills are superior in diverse, Iow and high level situations. Mr. klushlin possesses experience-based understanding of the Russian and U.S. automotive rubber industry. He has been directly involved in project management of all current transactions from the manufacturers' (~supplier~ and customers' aspects of the business. Kevin holds a Bachelors Degree in Behavioral Psychology. He is completing his B.A. program in Business Management and Finance at Florida Atlantic University. He is fluent in the English, Russian and Ukrainian languages. 2002 CDB~ Economic Development Program Application United Forward~ Inc. & UF Fluid Systems, Inc. Exhibit 5: Resume~ Vitali Lichtenstein General Hanager UF Fluid Systems Inc. Emaih vitali@unitedforward.com Business Development Activitfes Built strategic alliances with high visibility business decisions makers in idenUfying and implementing innovative development opportunities. Strengths include research, n~-'~'ds assessment, economic and financial analysis, proposal wriUng, project planning and financing, global markeUng and public relaUons. Strong background in internaUonal business. Recognized as a competiUve, moUvated, entrepreneurial professional for excepUonal versaUlity, diplomacy and cultural sensitivity. Bilingual: Russian/English Education MGU University of Moscow, Sep. 1984-Aug. 1989 Bachelor of Arts in Economics with major in Finance received in Aug.1989 with cumulaUve GPA: 3.9 out of 4.0 DU Denver University, Sep. 1993-June 1995 Major: Business/Finance Studied financial forecasting and the effects of interest rate cuts on the intemaUonal business cycle. Professional Hi~ory July 1987-Aug. 1989 Marshal Concert Znternational, Moscow, Russia Business Development and Financial manager o Identified economic and demographic opportunities, prepared needs analysis and proposals, and prepared business development concepts to potential clients as part of talent team. Solicited and obtained project business. o Subcontracted and managed services of global advertising and public relaUons. Aug.1989-March1992 Marshal Concert ZnternaUonal, Moscow, Russia Commercial Director o Conferred with legal counsel to draft agreements, responsibilities obligations of all parties, and financial terms of projects. and 2002 CDBG Economic Development Program Application United Forward, Inc. & UF Fluid Systems, Inc. Exhibit $: Resumes Aug. 1992-Dec. 1995 Douglas Toyota Thornton, Colorado, USA Finance Manager o Responsibilities: increasing back and gross on existing contracts, coordinated meetings and assisted clients, analyzed marketing and finance opportunities to identify trends and opportunities in marketplace. Dec. 1995-Nov. 1999 Hedvid Autoplex, Denver, USA Finance Director o Worked with financial teams to secure venture capital, investment banking; and high net-worth individual findings. o Controlled contracts in transit, cash flow and prepared sufficient document with banks. o Worked with major banks in utilizing strong knowledge of principles and practices. Nov. 1999-Sep.2001 Autonation (Dodge South West), Denver, USA Finance Director Nov.2001-present United Forward Fluid Systems, FL, USA General Manager A small business development and marketing organization providing new technologies to European industrial market. o Manage team of professionals in a process of building rubber-extrusion manufacturing plant. o Manage commercial enterprises in strategic planning, market development and financing. o Coordinate meetings and business proposals with vendors and suppliers. o ~[dentify private financing sources and arrange for loans with major banks. o Manage the public relations campaign which includes integrated production, manufacturing and construction related activities. 2002 CDBG Economic Devetopment~ram Application Island Dr u_ ffi Un/ted Forward, .mc. & UF Fluid 3')~tem$, .mc. e-. ~ -£ I! United Forward, lnc & UF Fluid Systems, Inc. Exhibit 6: Survey · :' ,,'i, i I. ,:!l! ,,,, 11111 i111 ,,, ;, il i ! i~I! IIIII '::' ~ ' '''~" !1 i i11,~ !.!! ~..,: ~ II t .:i il !! ~.lli ., ~ !! Mill hlli :lllt ~1~! ,; , i,Itii i"!! ~ ~ · ,I I .,,,, .::.~ mI. .~iJilll ·'' it;~!ll!l!h'ir: ~"":,,,,,. lift! II! ~1~ !1 "'~;"""~:'~" .h~lh:,~tll, l~ ,.".,.'~ ~!fl! i!I !i! III TM "'" lill~l [ ......... l I I I'I .J _J I"'l J United Forward/[nc & UF Fluid Systems/[nc Exhibit 7: HaJntenance/EquJpment/Job Certificab'on Letter .]uly 10, 2002 Hr. Remar Harvin Palm Beach County Department of Housing & Community Development 3323 Belvedere Rd., Building 501 West Palm Beach, FL 33406 RE: CDBG Application Maintenance of Plant/Equipment Job Creation Certification Dear Hr. Harvin, United Forward, Inc. and UF Fluid Systems, Inc. are existing Palm Beach County businesses that will be expanding their operations in Western Boynton Beach. United Forward and UF Fluid Systems, Inc. operate an intemational sales and consulting business and are expanding into the manufacture of automotive fuel hoses in the United States. Our personal commitment to this location, its upkeep and to its operation is demonstrated by our financial commitment to this project. We have already contributed over $555,000 or 9.97% towards this project. Our financial projections show over $100,000/year for maintenance expenses, increasing annually as shifts are added. Our commitment to the upkeep and maintenance of the facility is of utmost concern. I~linimum maintenance will include the following: Periodic window washing for hurricane glass Painting of the exposed facade, at minimum, every 5-7 years for a ffresh, clean look" Hildew is to be removed periodically Sidewalks should be swept or washed on a daily basis Parking lot to be swept weekly, or as necessary. Equipment is to be properly maintained with routine repairs and reconditioning, as needed. [n addition, there are to be no exterior telephones on the facade of the buildings and all waste is to be removed and placed cleanly in the dumpster and the dumpster emptied regularly. Other maintenance items will include the following: All exterior lights shall have functioning bulbs Roof and A/C drainage shall be kept in proper working order. 2002 CDBG Economic Development Program Application UNITED FORWARD 301 Yamato Road Suite 2121 Boca Raton, FL 33431 USA Tel 561 994 9441 Fax 561 994 8331 1 World Trade Center Suite 7967 New York, NY 10048 USA Tel 212 466 0122 Fax 212 466 0128 3 Smolenskaya 6th Floor 121099 Moscow RUSSIA Tel 095 937 8215 Fax 095 937 8206 Unite# Forwar~f~ Jn~. & LIF FluJ~/ Sy~tem~ Inc. ExhJbjt 7: Maintenance/EcluJpment/$ob Cerb'ficaU'on Letter Zn addition, we have pledged to create a minimum of ZO full-time-equivalent positions. Of those :tO jobs, 7 or 70% will be reserved for Iow-and moderate- income persons and 3 or 30% will go to individuals located in the unincorporated part of Palm Beach County or located in a community that participates in HCD's Urban County Program. Mr. Harvin, as you can see, United Forward & UF Fluid Systems will continue to be businesses that Palm Beach County can be proud of. Please do not hesitate to ~11 s{J~u~d you have additional questions. Vitali Lichtenstein General Manager 2002 CDBG Economic Development Program ApplJcatfon Unite# Forwar~ inc. & UF Flui~ Systems, .mc. £xhJbit 7; ~laJntenanc~/£quipment/$ob Certification Letter Existing/Development Regions 3ob Schedules Jobs on Current Payroll 1 Operations Manager 40 1 IT I~nsger 40 1 Project Manager 40 i Fright ~anager 40 1 Technk;al Director 40 1 ChemistJEngineer 40 1 Program Manager 40 TOTAL-- 12~ IN Boca Raton & (_Der Houdy Wa0e ]ob aassification $12.00 Support $17.50 Management $19.23 Management $23.07 ProducUon $12.00 Technical Manmgen~nt $12.oo ~nagement $12.00 ~a~ $25.OO Ted~nical Managernent $16.82 Technical $36.05 ProducUon 3obs to be Created under the PBC Development Regions Pro~ram (Pledged) The DeveiolxTent Regions Grant Prog~m requires the creation/~on of one (1) full-time ecluivalent Job per $10,000 in o~nty funds received, which is equivalent bo 2,080 hours per year. Therefore, the calculation will be as follows: Tol~l number of hours soheduled 0er week x 52 weeks -- No. of full-ume/eq~vale~ jobs 2,080 hours No, of .lob qqUe Hours (oer Hourly Waae ~ week_) I Service Technidan 40 $23.07 Technical/Support 1 Extruder Oper~ 40 $14.42 ProducUon i Braiding Machine 40 $14.42 Produc~on 1 Cure System Operator 40 $17.30 ProducUon 1 Cutting Machine 40 $11.53 Production Operator I qua~iW c. ontm~ & 40 $17.30 ~nagement Product Deveio[:gnent ! Product Packager 40 $11.53 Production I Warehouse Coordinator 40 $17,30 Production Management ! Warehouse Worker 40 $11.53 Production i Sales Department 40 $17.30 Sales TOTAL = 10 2002 CDBG Economic Development Pro, ram Application Palm Beach County Property Appraiser Public Access System GAR YR, N.rKOL-rT'~ CFA Owner Znformation I' I Owner Name I Situs Address ~* Parcel Control Number ., ICOOL CARE INC 14020 THOR DR 108-43],~6-05-00-000-7110 Confirmation xnf0~mation I~ lSubdivision:l IB°°k:~lPage: 10188 I Date:Sale[Dec-1996 I.~ I MailingllDOLE DRAddress: Legal: I. -~ IWESTLAKE VLG CA 91362 7300 I_ 5-46-43, S 303 !-I' OF N 393 FI- (LESS W 479.79 FT) & S 480 FT OF N 873 Fl' OF E 110 FT OF NE 1/4 OF SW 1/4 LYG W OF & AD3 TO W IT OF SAL RY R/W 2001 Certified Appraisal Improvement Value: $811,984 Land Value: $247,303 Total Sq. Ft: Market Value: $1,059,287 Acres: Number of Units: Use Code:l 4800 I Description: WAREH/DIST TERM ol .43 Petition No: 1000000 2001 Certified Tax 2001 Certified Assessed & Taxable Valm TI. Ad Valorem: Non ad valorem: Total: $26,022.65 $2,469.83 $28,492.48 Assessed Value: 151,059,287.00 Exemption! $0 amount: Taxable: $1,059,287.00 ! of 2 2001 Exemption 7/8102 10:1 Description Exemption Holder:I Code:J J Percentage: J ~J~_aal~ J Dec-1996 J Aug-1990 Bo~k J Paae 09594 J 0188 06818 J 1518 J Aug-1990 06818 J 1516 J Jan-1990 J Aug-1984 06370 J 1869 CH324 J 0779 Sales &nmrmatmon Price ~ment $230,O00JWD $100IQC " ,lOMgC,, $100{W~ $325,0001WD Owner Please send comments to: pro.,~pp~co.palm-beach, fLu. g> Copyright © 2000 by Palm Beach County Property Appraiser All Rights Reserved [ [ [ [ [ [ 2of2 7~8~02 10:10 A - {.0/31/2001 11:~*0 B~ W. lndlan,K,,~ id-. B~. 10{. ?mad !) #: #.O.4&4~,.lbil~TI lO Ora,,m(s) ~8 #. WARRANTY DEED wb0# po~t offk* addnm is: 1 DOLE ImlVE WI3TLAKE ~ ~ ~ uNFrID fORWARD. INC. a Iqm4da Corponfim 3~1 YAMATO ROAD SLrlT~ 2121 BOCA RATON+ itl 330! IIIIIIIIIIIIIIIIIIIlll INC., IIIIIIIIIIIIIIii111111 Dould J. Tbomm, ~q. OfIBK I-~ P6 8~57 Palm De&ch Coun~,s Flo?id& Carter · Tbomm, ILl' lJ Nottll hdlrll lJw7 lib 312 frlle Number~ IJM. OT li/Ju~ AIN~'~ TMI ! Jie Irw B~Nrdlll DlllJ Warrant Deed (STATU'K~Y I~IM . .6S~M.~ F.S. ) · m. h,l.,,..., whose post olive j is 3OJ Yj---j Reid, ~dk= 212l, Beea RaM. M'd~ Clty ofPMm Beatl. SM.,,, of Flodd~ · JrtMor*, ired LIF Praper~ ltokb~ htc-, I Plm4do cecpMulkm wboK pail office Mdtus h 3Ql yimJeo ~ Suite 2121, Bec. P. mo~ Fl. 3~i31 of'she Cou~ of Prom Beseh, Sts~ ot rlorJ~ puree*, W~ II~ mid JrJnmr, farm in c~siMrfioo of tM mm of 'l'f~ ~ NO/100 I~)I.LAJ.q (SI 0.00) nd offer JoQd md vdusble cumidermiom m Mid purr in haul peld I~ Md 8mmu, d~ reodpt wi~T~ts MrWy Jinowledjcd. ires JtmJed. Mrptoed. md J~ld to k sam smmee, m~! srmtm/s baits mtd misM fum~F, b foIiowM~ ~ Ired, sit~K lylns md bet~ In J'mm SE~ LYiflBIT '"A" ATT&CH~D ~ Mid r~m~ does herf~ fMl~ ~rrunt ~h~ titla M mid bad, iod wU.I defend ~e m~e aMhst ta,,~l ~ of all peri,ns whomsoever. STATE OF FI. COUNTY OF PALM BEACR as J~sJdcm of United FoFwlrd, Inc., · Fkx'Jch Dorothy N. #ilkefl, Cl~J,q~ I All that part oflhe North 393.00 feet oflhe Northeast Quartet (NE 1/4) of the Southwest Quan~ (SW I/4) of Section 5, Township 46 Soutk, Ran~ 43 East, Palm Beach Count)-, Florida, lying West of the We~t right of way line ofthe Seaboard Coastline Railway, leas the North 90 feet thereof, as measured at fight L,,-ne~sS, leSS the We~t 479.79 feet thereof, as measteed al fighl aeglea, a~l l~s the Earn ] 90 feet lhe~ot~ as meaau~ at ~ght a~gl~ to ~he said Wes~ fight of way line oflhe Senbomd Coastline Railway. An 80 foot wide pem~ of land in the Not~ 393 f~ ofth~ Soulhwest Quarter (SW 1/4) of Section 5, Township 46 Sou~ Ran~ 43 East, lying West o~_and atijaeeni to ~e 110 foot wide Florida Power and Light COml~ny ea~mem as recorded In ~ Reeo~ Book 602, at Pa~e 623, Public Reeor~ of Pahn Beach County, Flm4da. The 80 fora wide pa~el be~.in~ at & line 393 feet Sou~ o~ and immllei to, the east-w~t ~ line of Section S, and ends at a litm 90 f~,t ,South of, nnd fm~lld to, I~ ea~-w~st Qaat~er line of Section 5. TI~ Easl Il0.0 feet, as measured at tight nnglea to lh~ W~st tight of way ~ ofth~ ~aboard Coastline Railway, ofthe Nora~ 1023.0 feet of that part of the Nmtheast Quarter {NE 1/4) of the Southwest Qumer (SW i/4)ofSe~tion $,,Township 46 Smah, P_,-,~ 43 East, Palm Beach County, l~orida, ~ We~t ofthe West riSht of way line of the Seaboard Coastline Railway, leas the Noe, h 90 feet thereof, as measured M right angles, and less ~he South 150 feet there- An ~ 25,0 feet in width, for ingrain and ngmas, lying tn ~he Northeast Quarter {NE 1t4) of the Southwest Quas~ (SW l/d,) ofSo~tion $, Township 46 South, Range 43 East, Public Records of Palm Beach County, Flarkin, Easement being mote pm'tlculady described as follows: The Sou~ 25.00 feet oflhe No~tb 144.00 fee~ as measmed ax tight anglea ofth~ Bast 198.17 feet of the We.~t 479.79 feet as measured at right n~l_~ of sail lqorthe~t Qunrte~ (NE t/4) of Southv,~st Quat~cr (SW 1/4) of Seclion 5, Town~ip 46 South, Range 43 J United Forward~ [nc, & UF Fluid Systems, [nc. £xhJbJt 8: Site Information & Project Schedule/Documentation o£ PrevJou$ Phases Project Schedule .lune 2001 through October 2001 2001 - May 10, 2002 Phase I Activities · Complete environmental impact study for land and building at 4020 Thor Drive, 8oynton Beach, FL to be used for the manufacturing of high technology fuel hose for the Automotive Industry · Procure financing for purchase w/ Palm Beach National Bank · Close on purchase of building on October 31~. 2001 Project Planning and ApplicaLion Preparation ~3ins Activities include: · Develop Project Budget · Obtain Quotes for Project Activities · Contact City of Boynton Beach re: Parking, Zoning, Building and Landscaping Requirements · Prepare Palm Beach County Development Regions Grant Application May 10, 2002 On or before May 24, 2002 Submit PBC Development Regions Application to City of Beach for review and ranking City of Boynton Beach submits application(s) to Palm Beach County Economic Development for review and May 27-3une 7, 2002 3une 10, 2002 3une 20,. 2002 3une 31, 2001 .lune 27, 2002 3uly 2, 2002 PBC Office of Economic Development (OED) Staff reviews applications with Office of Finance, Management & Budget w/ meeting on 3une 28, 2002 to discuss recommendations. )BC OED Staff presents Development Regions recommendations to Overall Economic Development Committee for approval. Close loans with Advantage Bank for total of $2.4 out loan with Palm Beach National Bank UF Consultant attends CDBG Economic Development Program Workshop. CDBG Application preparation begins. Submit CDBG Economic Development Program Application Summary, Budget and Cost Estimates to Beach for Approval. City of Boynton Beach approves submission of CDBG )lication and matching funds for UF/UFFS Inc. 2002 CDBG Economic Development Program Application United Forwanf~ Inc, & UF Fluid Systems~ Inc. Exhibit 8: Site Information & Project Schedule/Documentation of Previous Phases 3uly 15, 2002 Final CDBG Application due to the City of Boynton Beach 3uly 26, 2002 May - August 2002 Early 3uly 2002 Through September 2002 September 10, 2002 October 15 October 30 November 15 @September - December 2002 December- March 2003 March 2003 April 2003 May - September 2003 December 2003 Semi-Annually 3anuary & .luly City of Boynton Beach submits CDBG Economic Development Program Application to Palm Beach County Housing and Community Development. Start Project Phase II with activities to include: · Finalize bids for purchase of first extrusion line from Davis Standard · Bid and negotiate prices for 2nd and 3rd lines. Phase 1!1 Activities · Renovate Buildinq Phase IV Activities (Development Regions) · Development Regions recommendations presented to BCC for approval · Purchase and install first extrusion line · Post new jobs with the (PBC) Workforce Development Board · Hire and train 5 new employees · Production on Line i Phase · V Activities (CDBG) CDBG recommendations presented to BCC for approval · Purchase and install second extrusion line · Post new jobs with the (PBC) Workforce Development Board · Hire and train additional new employees · Production on Line 2 Phase VI Activities · Purchase and install third extrusion line · Post new jobs with the (PBC) Workforce Development Board · Hire and train additional new employees · Production on Line 3 Phase VI! Activities · Full production Maintenance of 3obs as reported in semi-annual reports to Palm Beach County Economic Development Office and Housing and Community Development 2002 CDBG Economic Development Program Application 1 1 _1 .] Un/ted Forw~r~ ~nc. & UF Flukt ~tems, ~nc. £x~ibJt 8: $1~e Znforma~ & Pro~ct .~d~dule/d~cumentation of Previous Pha~ DOCUMENTATION OF PREVZOUS PHASES 1. $1,300,000 SBA/Advantage Bank Loan Note ~[ $1,100,000 Advantage Bank Loan Note. LLC: for Commitment Letter from fisher Ent~p~ses Phase ZV. 4. Construction (Phase ZZI) and Equipment (Phase ZV) Estimates available upon request. ¢~)~ B:onomic ~v~~t program Applk~tion :! SBA Loan lqame D~te Int~cst Rate Borrow~ Lender U.S. Small Business Administration NOTE GP.$423144007-MIA United Forward, Inc. S 1,300,000.oo 7.5% Advantage Bank PROMIS~ TO PAY: Note. DEFINITIONS: "Collateral" menns nny proper~ takzn a~ security for ptyment oft~¢ No~e or ~ guarantee of the "O~srsnto~' means e_~_b ~ or entity ths~ signs a guarantee of payment of this Note. "SBA" means th~ Small Bu.sine~ Administration. an Aget~ ofti~ United Sut~ of America- pAYMENI' TERMS: Borrower m~st make sll payments at the place Ixtgkr designates. The payn~ut t~ms of this blot¢ ar~: tl~ 140to b d-tr~, p~ymcnt muft b~ mod~ oe e)g Gr~ c~Jaid~/~y Jo b moflth jtbd~ tnon~ ibis Nc~z is dab~f: pt)~nent muff bc nude on ~ f~t cakndat d~y nj me moflm n is due. Th~ -Aifu, Ra~,, b th~ is/me ~t, h e/fc~t ee the f~st b=sincs* dsy of tf~.~0~..th in ~ ~ m~ ~ ~ AU n~ p~ nad aoefl~d iflt~ut b d~ and p~blc 20 ycs~ from da~ o/'No~c. Lt~ C~. Ifa ptymeot o~ ~hk No/o ia m°t~ tht 10 da~ Isbc, Le~k~ m~Y d~Ic l~:m'o~ s hic f~ ~ ~ RIOH~ TO PP. EPAY: SBA ~ ix~p~ f~ = follo~ D~A~T: 14. L J. L i. las a tz~ziver or ilquldatm- spp~ fro' aw/pwt of the'5' bu$1nes$ °r ~; LENDER'S RIOI.ITS IF THERE IS A DEFAULT: A. B. C, D. E. LENDER'S OENERAL pOWI~ZS;. · · price it ~; B. immedistc repayment from Borrow= ~r ~ tl~ =~,mse$ to thc princlpsl bala~:c; C, Rcle, t~ ao~ran~ d~tig~d to p~ ~is No~, tt~rt my ~ ct s~te lnw ngsln.~ SBA to dray ~uy obligation, det'eni kay clgm of SBA, ct {x~mpt federal SUCCESSORS Al, ID ASSIONS: Under {his Note, Bctrowcr and O~ Compmy indtidi4he _~___,cc~,,',~ of ~ sad Lend~ iuclud~s its 10. 11. STATE-SPECIFIC PROVISIONS: 12. Except u provided in Paragraph 8 herein, this Note shall be con.mtrucd under the laws of the State of Florida. BORROWIiR'S NAId~S) AND $10NATURE(S): UNITED FORWARD, INC., a Floridi corporation BY:~es idcot (SEAL) UF PROPF.~RTY HOLDINGS, INC., · Florida corporation BY' pa~eflt (SEAL) UF FLUID SYSTEMS, INC., a Florida corporation ~Y f PROMISSORY NOTE $1.100,o0o.0o June 20, 2002 North Palm Bceci~ Florida FOR VALUE RECEIVED, the undersigned, UF PROPERTY HOLDINGS, INC., a Floeida eoqa~ati~n, having its principal place oflmsinesa at 301 Yamato Road, Suite 2121, Boca Raton, FL 33431, as Maker, promises to pay without set o~ deduction or counterclaim of any kind or nature to the order of ADVANTAGE BANK, as Payee, or order, the principal sum of ONE bllIJuION ONE IIUI~ THOUSAND AND NO/100 ($1,100,000.00) DOLLARS together with i~terest thereon until paid. The htterest rate under this Promissory Note (the 'q~lote") shall be charged at a fixed rate ofseven and one-half(7.50%) percent for th~ first five (5) years of this Note. The interest rate char~ shall be adjusted o~tihe fourth (6th) anniversary date of this Note and every year thereafter (the 'Adjustment Date') until the Maturity Date to a rate which is equal to the independent index rate ('Index" as hereina~er defined) in effect on each such Adjustment Date plus two and one-quarter percent (2.25%) per annum.- The Index is defined as th~ highest Prime Rate (if more than one Pfiroe Rate is given) of large U.S. money center commercial banks as published in the 'Money Pates" colunm of The Wall Street loumal., In the event The Wall Street Journal ceases publishing such Prime Pate or in the event such rate becomes difficult to obtain on a regular basis, Payee shall have the right to Select a sinilar alternate Prime It, ate or other index. Interest on this Note shall be calodnt _mt on'the ba~s of a 360-day year and paid for on the basis oftbe actual number of day~ ttaimd. These payments shall b¢ made every month until Maker has paid all of the principal and interest and any other charges described below that Maker may owe under tltis Note. Maker ac. knowledges that no representation is made or implied by Payee that the interest rate represents the rate available to Payee's most credit worthy or other class of borrowers. The interest rate is not necessan~y the ~ rate charged by Payee on its loans. Payee may make loans based on other rates as well. If not sooner paid, all outstanding principal, plus aCCrUed interest, and any other charges and additional fees due under this Not~, shall be due and payable ia full on June 20, 2012 which is the · Maturity Date'. Both principal and interest are to be paid in lawful money of the United States of Amaica at 741 U.S. Highway One, North Palm Beach, FL 33408, or at a difference place if required by the bolder ofihis Note, said principal and interest to be payable on the dates and in the amounts as follows: By payment on Iuly 20, 2002 and continuing on the 20th day of each month thereafter until. luae 20, 2007 equal monthly payments of principal and'interest in the amount of $8,1:18.90 shall be due which payments shall represent the amount .nec___-s___n-~'y to amortize the outstanding prinvipal balance of this Note over a twenty-five (25) year period. Alter each Adjustment Date, tach monthly payments of princiPal and interest shall.adjust to an amount necessary to amortize the nmutiting outstanding principal balance of this Note over a twenty-five (25) year period. At such times as the interest rate changes on each Adjustment Date, as provided above, the monthly payments of principal and/or interest shall be adjusted commencing with the next ensuing monthly payment. In the event the Maker desires to mak~ any partial or full prepayment of this Note prior to the Maturity Date, Maker shall pay Lender a premium for such prepayment, as follows: 1) 3% ofth~ om.qandi~ principal balance of this Note for any prepayment during the first year of this Note; 2) 2% of the outstanding principal balance of this Note for any prepayment during the second year of this Note; and . 3) 1% ofthe Outstanding principal balance of this Note for any prepayment during the third year of this Note. . Maker acknowledges sufficient consideration for this prepayment premium. This Note is secured by a ~st Mortgage (the 'Mortgage') of even date herewith in favor of Payee emumlmi~ real property therein desto'bed and recorded in the Publk Records of Palm Beach County, Florida. Payee hereby mbordinates its fight to collect increased interest at the Default Pate, late payment charges or a prepayment penalty to Advantage Bank under that certain loan in the amount of $1,300,000.00. Payee waives the right to make future advances hereunder except for reasonable costs of collection, maintenance and protection of this loan. All payments made hervandcr shall be applied first to the payment of all accrued interest, then to pfinelpal, then to escrow, ii' any, then to late charges, and finally to additional fees. This Notc and all sums due hereunder shah bear interest from and alter the date when duc, at the same me as set forth above or if applicable whether by lapse of time or on acederation, at thc D,-~,,li Rate (as hereinafter defined), which shall be paid on the due date of each month durin~ the term of delinquency. Thc Default Rate shall be' a rate of interest per annum equal the maximum allowable by law computed on the basis for a 360-day year for the actual number of days elapsed. The unde~gn~ promi.'ses to pay to the holder of this Note a 'late charge' not to exceed an nmount equal to t~ve (5%) percent of any principal and/or interest which is not paid within ten (I0) days from the due date thereofto cover the extra expense involved in handling delinquent payments. In itc eve~ th~ the Payee does not receive any scheduled payment ofprincipal and/or interest due hereunder within ten (I0) days from the date due, upon or a/tar maturity or in the event ora Default (as hereinafter defined) under this Note, the Mortgage or any other documents executed ia connection with thc loan evidenced by ~ Note (the 'Loan Documents'), the Maker shall, at the Payee's opgon, pay interest at the Default Rate on the daily outstanding balance and on interest from time to time remainia8 due and payable, from the date of such event. The rate of' such Dcfauh interest, together with interest and changes otherwise due hereunder, shall never exceed the maximum legal rate of interest permitted under applicable law. Anything in this Note, the Mortgage or the Loan ~ to the contrary notwithstanding in no event shall the amount of interest duc hereunder, together with all amounts resa~ed, charged, or taken by holder as compensation for fees, services, or twpenses incidental to the making, negotiation or collection of the loan evidenced hereby, which are deemed to be interest under applicable law, ~xceed eighteen (18%) perceat on the unpaid priuclpal balance hereof allowed from time to time by said applicable maximum rate of interest as referenced above, the excess sum collected shall be applied to reduce the 'principal debt or be refunded to Maker, at holder's option. Each Maker and endorser waives'presentment, ~otice of dishonor, protest, and any other notices or demands in connection with the deliveqt, _ac_c_-,yfftan~ performance, Default, or enforcement of this Note, and all other requiremaxs necessary to hold each of them liable as Maker or endorsers, as applicable. Each Maker and endorser further waives any 'venue pdvilege" and/or "diversity of citizenship privilege" which they have now or may have in the future, and do hereby specifically agree, notwilhstantfag the provision of any state or federal law to the contrary, that the venue for the enforcemenL construction or interpretation of this Note shall be the County Court or Circuit Court selected by the holder hereof and they do hereby speci/ically waive the right to sue or be sued in thc court ofany other county in the State of Florida, any court in any other state or country or in any federal court, or in any state or federal administrative tribunal. la the event ofinvalldity of any provision of this Note, thc Mortgage or thc Loan Documents, same shall be decreed stricken and the balance ofthe provisions of this Note and the Loan Documents shall remain in full fore and effect as if the offending provision never existed. h is agreed that on failure to pay the prindpai of this Note' or any installment thereof, or any interest thereon, when due and payable, or if a Default occurs in the performance of any Other agreement in this Note, the Mortgage or the Loan Documents, or if a default occurs in the performance of any other obligation of any Maker or endorser to the holder of this Note or any guarantor of the indebtedness contemplated herein, which Default is not cured within the time provided therefor, each Maker and endorser, jointly, and severally, shall pay to the holder hereof all costs of collection, including reasonable attorneys' fees and disbursements, whether incurred with respect to coUcction, trial, appeal, enforcement of any judgment based on this Note, the Mortgage or the Loan Documents. It is further agreed that in the event that this Note or loan deteriorates to a 'special mention" grade or lower, each Maker and endorser, jointly and severally, shall pay to the holder hereof all costs incurred for appraising the value of ali collateral and property secured hereby. Payee is hereby given a lien upon and a security interest in and a right of set-off against all property of every party comprising Maker and of' any other parties now or hereafter becoming liable for repayment of this Note now or at any time hereafter in the possession or control of Payee for any purpose or any capacity whatsoever including but not limited to any balances or share of any deposit, trust or agency _,~cc_ _ount as security for the payment of'this Note and Payee shall have the same rights to such propeay a~ it has with respect to the property which is the subject of this Note, the Mortgage or the Loan Documents. If any of said installments of principal and/or interest is not made within ten (I 0) days al~er the due date or if a Default occurs in the perforrnanee of any other agreement in this Note, the Mortgag~ or thc Loan Documents) or ff a default oc~rs in thc performance of any other obligation of any M~ker or enderser to the holder'of this Note or any guar~tor of the indebtedness contemplated herein, Which Default is not cured within the time provided therefor, or upon the happeoi_'nS of any one ofthe following spec'tried events by any Maker or endorser or any guarantor of the imiebttdn~ contemplated: insolvency (however ~idenc~l) or the commission of any act of insolvency;, thc makiag of a general assignment for the benefit of creditors; the filing of any petition or the ~ of any proc__,y~__ing by or against any Maker or ~ny endorser or any guarantor of the indebtedne~ contemplated herein for any relief under nrcy bankruptcy or insolvency laws, or any laws n~lating to the relict'of debtors, readjumm~ of indebtedness, reorganizations, compositions or extensioos, which proceeding is not dis~nis.sed within thirty O0) days; suspension of the transaction of the usual business of nay Maker or endorser or any guarantor ofthe indebtedness contemplated herein; or the past o~ future making of & false representation or warranty by any Maker or endorser or any guaru~or of tls indebtedness contengolated herein in connection with any loan or loans by the holder of this Note to any Maker or endorser or any guarantor of thc indebtedness contemplated . herein, or at any time aRer the Maturity Date (each of the foregoing a "Default"), then the entire principal sum ~d accrued interest shall immediately become due and payable without notice, at the option of the holder of this Note. time being of the essence of this Note. Failure to exercise such option shall not constitute a waiver ofthe right to exercise the same in the event of any subsequent Default. Any Default under thc terms of this Note~ thc Mortgage or the Loan Documents shall also constitute a default under the terms of any other note, guaranty, obliga0,'on, mortgage or other security agreem~ under which any sums are, at the time of such Default, owing to or in favor of Payee by any Maker, endorser or any guarantor of the indebtedness contemplated herein; likewise, any default under any of the Other Obllgatio~ (as defined in the Mortgage) shall also constitute a Default hen:under. In the event of a Default under this Note., the Mortgage or thc Loan Documents · or any of the Other Obligations which would entitle ]Payee to accelerate any indebtedness owing under this Note or any of the Other Obligations, Payee shall have the fight to accelerate all of such obligations. It is agreed that ~ Maker and endorser, jointly ~ui severally, consents to any extensions or renewals or modifications of this Note, or any part hereof, without notice, tad each .Maker and endorser agrees that they will remain liable as such during any extension or renewal, or modification hereof until the entire indebtedness evidenced by this Note is fully paid. The ~ reserves thc right to pay this Note, in full or in part, upon fiReen (15) days prior notice to holder, without premium or penalty, but any such partial prepayments shall be applied against the installments duc in the inverse order of their maturity. The terms of that certain loan commitment I~tter executed in accordance with this loan and any modifications thereto, the team of which are hereby expressly ~opted and incorporated by referenc~ herein to the extent that they do not conflict herewith shall survive the closing of the tr~__~r~ion and shall remain in full force and effect. 'EACH MAKER AND PAYEE, IOqOWINCxLY, VOLUNTARILY, 'INTENTIONALLY AND IRREvoCABLY WAIVES EACH RIGHT.THEY MAY HAVE TO A TRIAL BY R.~R¥ WITH RESPF. L~ TO, AND EACH RIGHT TO ASSERT ANY CLAIM'FOR DAMAGES 01qCLUDING, BUT NOT ~ TO, PUNITIVE DAMAGES) IN ADDITION TO ACTUAL AND CONSEQUENTIAL DAMAGES IN ANY ACTION OR OTHER LEGAL PRoCEEDING, WHE~ BASED ON ANY CONTRACT OR H~GLI~-HT, INTEWrIONAL OR OTHER TORT OR OTHERWISE, IN CONNECTION WITH (A) TI-IlS NOTE, THE MORTGAGE, THE LOAN DOCUMENTS OR ANY OTHER COLLATERAL, GUARANTY, ENDORSEMENT, SUBORDnqAT!oN OR OTt-mR SECURITY OR ASSURANCE OF pAYMLq'rr, WHETHEr. NOW EXISTING OR HF_.REAFI'F_.R ARISING, THATNOW OR HEREAFTER DIRECTLY OR INDIRECTLY SECURES THE PAYMENT OF OR IS OTHERWISE NOW OR HEREAFTER APPLICABLE TO ANY AMOUNT PAYABLE PURSUANT TO THE NOTE, 03) ANY OTHER WRITING HERETOFORE OR HE~ EXF..CUTED IN CONNECTION WITH TI-HS NOTE, THE MORTGAGE, THE LOAN' DOCKS, OR ANY OTHER COLLATERAL, GUARANTY, ENDORSEMENT, SUBORDINATION OR OTHER S~ OR ASSURANCE OF PAYMENT OR (C) ANY ACTION HERETOFORE OR I-IER.EAFTER TAKEN OR NOT TAKEN, ANY COURSE OF CONDUCT HERETOFORE OR I-IERE~R PURSUED, ACCEPTED OR ACQUIESCED IN, OR ANY ORAL OR WRITTEN AGREElV~NT Ot~ REPRESENTATION HERETOFO~ OR HEREAFTER MADE, BY OR ON BEHALF OF THE PAYEE IN CONNECTION WITH TI-IlS NOTE, THE MORT(}AOE, THE LOAN DOCUMENTS OR ANY OTHER COLLATERAJ~ ENDORSEMENT, SUBORDINATION OR OTHER SE~ OK ASSURANCE OF PAYlVl~vr. EACH MAKER HEREBY CERTIF~S THAT NO REP~ATIV~ OR AGENT OF THE MORTGAOEE, NOR TH~ PAYEE'S COUNSEL HAS REPRESEN'IED, EXPRESSLY OR OTHERWISE, THAT THE PAYEE WOULD NOT, IN THE EVENT OF SUCH LJCrlOATION, St~P.K TO ENFORCE THIS.WAIVER OF RIGHT TO JURY TRIAL PROVISION. MAKER ACKNOWI ~:r~]ES THAT PAYEE HAS B~M]q INDUCED TO ~ INTO THIS LOAN BY TH~ PROVISIONS OF THIS PARAGRAPH. This Note sl~l be construed in all respects and enforced according to the laws ofthe State of Flodd~. UF PROPERTY HOLDINGS, INC~, a Florida . corporation (SEAL) FISHER· ENTERPRISES, LLC To: Wh~m It M~y Concern Fzom: ~ Linde Re: umted Fo~-d I~; Uaitet Focwtnt l~c. ]us reuhied t~e semces of Fa, her Ente. q~es LLC to ~eek equip~t ~mtmciz~ for their comp~Ay. We trci~ thc pwce~s of secm~ $1,200,000 fc~ the ~cquLsi. tioa of equipmeat from D~vis-,Stsads.,d for th~ new automotive ho~ production PI~,~ ~ free w contact ~; if you l~we say question~ I'HONI-:;211~,23-1044 / Io0-Z?s.~,968 · FAX: United Forward/Inc. & UF Fluid Systems/Inc, Exhibit 9: Organizab'onal Chart SALES DEPARTMENT '~ MANAGER FI'NANCE MANAGER -~ CHI'EF ENGI'NEER I SHiPPI'!G AND END ' I PRODUCT WAREHOUSE I MANAGER I OPERATOR ~i OPERATOR DAE%DE~OpMD ~NC~ Ti OPERATOR PACKAGERS, I WAREHOUSE WORKERS 2002 CDB~ Economic Development Program Application United Forwald~ Jnc, & UF Fluid Systems, Jnc, Exhibit g; Training Outline UF Fluid Systems Training Outline I a. Box set up ' b. Labels - c. Bagging parts . d. Loading intotrucks/containers e. Inventory system 1. Basics of rubber (Chemist-Dana Stripe) a. polymers b. what makes up a rubber compound c. why polymers are compounded into rubber compounds d. curing of rubber compounds 2. Basics of rubber hose extrusion a. Major components of a rubber extruder (product engineer) i. Screw ii. Tooling, dies iii.Rubber feeder iv. Computer controls b. Setup of line (plant manager-Start Stripe) i. Proper installation of die heads and tooling ii. Sequential set up of each extruder 1. proper temperature ranges for each extruder a. THV 510 b. FKM 300 c. NBR 250 d. CPE 220 iii. Set up of knitter and yarn packages iv. Preheat oven and purge with nitrogen v. Turn on chillers vi. Fill cooling tanks vii. Proper threading of product through line c. Teardown of line (plant manager-Stan Stripe) i. Turn offovens ii. Drain cooling tanks iii. Clear thread from knitter iv. Return tooling and dies to tooling Manager v. Clean out extruder and die heads vi. Inventory unused raw materials vii. Turn off`extruders viii.Recover scrap material and take to recycling area 3. Product packaging (Product engineer) 2002 CDBG £conomJc Development Program ApplJcatJon Safety a. Expected employee dress code (product engineer) i. Steel toe boots ii. Safety Glasses iii.Long hair tied up iv. No dangling jewelry (i.e. necklaces, earrings) v. Long pants, should portray a professional look vi. Shin, Short sleeve shins are acceptable, should portray a professional look b. Explain hazards of equipment (product engineer) i. Hot equipment-gloves should be used 1. extruders 2. ovens 3. autoclaves ii. movement of heavy equipment 1. fork trucks 2. crane 3. Curing trains or "battle wagons" on autoclaves iii. feeding rubber into extruder iv. safe guards of cutting machines c. Toxic compounds (chemist-Dana Stripe) i. Handing ii. What to do in case of spills with liquids d. Eye wash stations e. First aid kits Quality assurance (Quality Manager) a. What does a good part look like b. Common defects what they look like and ways to correct them i. Blisters ii. De-lamination iii. Improper length iv. Improper labeling v. Bad knitting vi. Curing rubber in extruders vii. Using wrong materials X-ray info system Computer SPC data QS9000 PLAN ~bjective: Complete system in place before start.~p 2 Weeks: 1. Flow Chart Entire Process 2. Develop Generic Quality Manual 3. Develop Tier 2 Operating Procedures for each element (18 elements) 2-3months some will need to be process specitic- 4.8, 4.9, 4.10, 4.12 olhers will not need to be 1-2monffis 4. Train Staff on Core Requiremenl~ of QS Including: Requirements Elements ADO~P. lnc~uding FMG.~ Control Ftans, etc. 5. Develop appropriate work inslmc~ons 6. Train work force on work instmc~ons 7. Train internal audit stall and perform internal audits, correct problems found lmon~ 8. Selec~ appropriate registrar g. Perform plant wide Q$ Awarene,~ Training 10. Perform full F)re-Assesment auc~it and corrent findings 11. Hold 1st Management Review to assess system - assign aclions as appropriate 12. Submit Tier l& 2 documentatio~ to Registrar for review and approval - make corrections 13. Registration Audit 14. Make corections as appropriate 15. Receive Certificalion Primary Condiderations 1. Should have appropriate staff re,~x)nsible f~job specific elements 2. ImplementalJon Meetings every 2 to 4 weeks 3. Team approach to ensure "buy Ii~'. Total t~me 4 to 5 rnon~s 'IS£ ,'1: 02 25~71 ~.'"'Lt~T J.:'~ i,~ C(:H',~.';P[CUOU.~ PL C.-'-. CITY OF BOCA RATON 201 WEST PALMETTO PARK ROAD BOCA RATON, FLA. 33432-3795 ;/3o/o 2 2001-13853 UNITED FORWARD INC RODNEVSKI PAVEL STATE OF FLORIDA PALM BEACH COUNTY OCCUPATIONAL LICENSE EXPIRES: SEPTEMBER - $0- ** LOCATED AT 301 YAMATO ROAD #2121 BOCA RATON FL 33431 2002 OD-020 CLASSIFICATION CNTY $31.50 TOTAL THIS IS NOT A BILL - DO NOT PAY PAID. PBC TAX COLLECTOR $31.50 OCC 094 01499 08-17-2001 $31.50 Is hereby licensed at above address for the period beginning on the first day of October and ending on the thirtieth day of September to engage in the business, profession or occupation of: IMPORT/EXPORT AUTO PARTS JOHN K. CLARK, CFC TAX COLLECTOR, PALM BEACH COUNTY THIS LICENSE VALID ONLY WHEN RECEIPTED BY TAX COLLECTOR US FLUID SYSTEMS INC RODNEVSKI PAVEL 4020 THOR DRIVE BOYNTON BEACH FL 33426 John K. Clark, CFC Tax Collector P. O. Box 3353 West Palm Beach, FL 33402-3353 www.pbcgov.com/tax Tel: (561) 355-2622 License Number: 2002-18948 Dear Business Owner: This is your new occupational license. Please keep the upper portion for your records and detach the bottom of this form. Verify the information and display it conspicuously at your place of business, open to the view of the public. This license is in addition to and not in lieu of any other license required by law or municipal ordinance and is subject to regulations of zoning, health, and any other lawful authority (County Ordinance Number 72-7). Licenses may be transferred to a new owner when evidence of a sale is provided; the original license is surrendered and a transfer fee is paid. Licenses may be transferred to a new location when proof of zoning approval is provided; the original license is surrendered and a transfer fee is paid. Business name changes require a new license. This license expires on September 30, 2002. Renewal notices are mailed at the end of July. If you do not receive the notice by the middle of August, please let us know. I hope you have a successful year. Tax Collector **"** DETACH AND DISPLAY BO'I-rOM PORTION, AND KEEP UPPER PORTION FOR YOUR RECORDS **** 2002-18948 STATE OF FLORIDA PALM BEACH COUNTY OCCUPATIONAL LICENSE EXPIRES: SEPTEMBER - 30- US FLUID SYSTEMS INC ** LOCATED AT RODNEVSKI PAVEL 4020 THOR DRIVE BOYNTON BEACH FL 33426 ~licensed at above address for the period beginning on the first day'of October and ending on the thirtieth day of Se tember t Iengage in the business, profession or occupation of: P o LADMINISTRATIVE OFFICE JOHN K. CLARK. CFC OS-012 CLASSIFICATION 2002 CNTY $15.75 TOTAL $15.75 THIS IS NOT A BILL - DO NOT PAY PAID. PBC TAX COLLECTOR $15 75 OCC 523 06337 05-21-2002 THIS LICENSE VALID ONLY WHEN RECFIPTFF) RY l_ I; .Occupational License. Business Name: Phone Number: Location Address: License Number/Class: Issue Date: License Fee: TOTAL: Restriction: UF FLUID SYSTEMS 733-1515 4020 THOR DRIVE -214867 5/21/02 $84.00 $84.00 ADMINISTRATIVE OFFICE Ctl Nbr: 14382 Contractor- Reciprocity Expiration Date: g/30/02 License must be conspicuously displaYed to public view. -] -] '1 '1- August 1,2001 Division of Corporations P.O. Box 632? TaUahassc~ FL 32314 ]7~.. At~ oflneorporafion of UF Fluid c~tem~, ~ en¢lostu~s. Tha~ you a~d should you require any~ng additioaal, please advise. Sincerely your~ Deborah R~chards Legal Assistant FAC.~Ier & Thomas~lient FileslUF Fluid Sys~em.% Inc~Dvi~ioa of Corpor-~tiom letter August !, 200!.wpd 561/368-9900 · Brow,t, rd 954/127-0933 · Fax 561/ 36841293 · www. carfetandthomas.eom 1200 North Federal Highway. Suite 312. lk~ca Raion, Florida 3..M32 ARTICLES OF INCORPORATION OF UF gl,Un) SYSTEMS, INC. The undersigned hereby adopts thc follow/rig Articles of Incorporat/on for the pmpo~ of fomfin§ a corporal/on under/he laws of tho grate of Ftofida: ARTICLE I The uame off'thc corporation is UF FLUID SYSTEMS, INC. ARTICLE Il ~nt ofthe~ Att/des of Incorpor~on and shall ~ perpctuaUy thercafler ~u~ dissolved ~xx~ding to hw. ARTICLE m The cotporat/oa is oqpm/zed for thc pmpo~ of tzanmcting any ~ all lawful busine~ ARTICLE IV Thc corporation is authorized to '-me, ua one hundred (I 00) ,~-es of'One DoU,,,, ($1.00) par value stock Each outstanding share shall be entitled to oae vote on each matter submitted to a vote st a meeting of the Shareholders. The shares of stock may be issued for such cons'ida,fica having a value not le~..than par value of the share ism~ lhertffor as is detem~ed from time to time by ~ Board of Directom to be paid in whole or in part, ia ca~ or other property, umgibl¢ or intangible~ of in labor or servigcs performed for the corporation. Sharm may be issued in exehsnge for written promi$~ to perSOn services in the future. If shares are issued witbom full camsiderafion being paid prior to i~'uance, not/ce shall be given to all stockholders ten (10) days prior to such issuance. The principal addre~ of the corporalion shall be: 301 Yama~o Road, Suite,.2121, Boca Raion, Flodda 3~431. The corpo~tion shall have one (1)~ illitially. The number ofdirectors rosy thereaf~ be ~ or ~ from time lo ~ i~ a~x~laac~ wilh ~ by-hws of the corporation. The corporafio~ may ~ aoy ~ or former oi~cer or director or lX~Son exerci~g POm~-~ and dutles oi~ a direc~ to Ihe full ~xient now or la~at~ permiiiot by law.. Tlz power io adopL alter, sme~d or r~p~al by-laws d~all be ves~ in the Boatxi of Dk~ix~ and Shareholders if the Sharehold~s provide/hat the by-law .~h.}! ~x)t be ~ltered, amemted orrq~,aled by the Bomxl of Di~ou:~. These Articles of~on may bo a~eaded a~ say time by a vote of the majority or,he voting stock of lie corporaion .outs~di~ at shy reidsr meeting of ~e Stockholders or at any special tr~eti~ of the S~)c.~holders called for that purpose. ' ~ ' ' ARTICLE X The name and address ofthe Incorporator t~ these Artio[~s of Incorporation is: $ohn E. F..sq., Car~- & Thomas Law Offices LLP, 1200 N. Federal Highway, Su/~ 312, Boca Raton, Florida 33432. ARTICLE X1 ' -- The sheet address of the initial registenxt of6ce ofthe corporation is 1200 N. Federal Highway, Su/te 312, Boca Raton, FL 33432 and the name of the/rfitial registered agent ofth~ corporal/on at th,ti adcimss i.s $ohn E. Car~r, P.~q. corporatoz STATE OF FLOEIDA) COUNTY OF PALM BEACH) Before me, (he unders/gnod authority, an officer duly authorized lo ~ctmlr~L~:r oaths and l~ke ~mowledgnm~ personally appeared ~oim K C~te~ known Io me ~nd known by me ~o be the person who ~xecuted ~1~ fo~gd~g A~ides of In~c~ aud executed the same fieely and voluntarily for 6ae ~S my l~nd and official seal this l ~-~ day of~.~._2.00 at Boca Raton, Palrn l~_~e_h County, Florkh. h liq My Commission Expires: ( °fl~ersanally known ar ( ) Produced Idcnt~calion Typ,: of Id~ti/icatloa: I hereby am familiar with and accept tile duties and respon~ibilities ss regisu:rcd agent for said D^TED.'~-~ ~ INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA BY-LAWS OF A R TICLE L- '~FFICES Tile principal office of tile corporation shall be estat, lished and maintai~ed at 4020 Thor Drive in the City of Boynt. on Beach County of Palm Beach State of Florida. The corporation may also have offices 'al~ such places within or witho'ut the State of Florida as the Board may from time to time establish. ARTICLE II- STOCKHOLDERS 1. PLACE OF MEETINGS Meetings of the stockholders shall be held at the principal office of the corporation or at such place within or without the State of Florida as the Board shall authorize. 2. ANNUAL MEETING The annual meeting of stockholders shall be held on the day of , at M. in each year; however, if such day falls on a Sunday or a legal holiday, then on the next business day following at the same time, the stockholders shall elect a Board of Directors and transact such other business as may properly come before the meeting. 3. SPECIAL MEETINGS Special meetings of the stockholders may be called by the Board or by the president or at the written request of stockholders owning a majority of the stock entitled to vote at such meeting. A meeting requested by the stockholders shall be called for a date not less than ten nor more than sixty days after a request is made. The secretary shall issue the call for the meeting unless the president, the Board or the stockholders shall designate another to make said call. 4. NOTICE OF MEETINGS Written Notice of each meeting of stockholders shall state the purpose of tile meeting and the time and place of the meeting. Notice shall be mailed to each stockholder having the right and entitled to vote at such meetings. at his last address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date set for such meeting. Such notice shall be sufficient for the meeting and any adjournment thereof. If any stockholder- shall transfer their stock after notice, it shall nor be necessary to notify the transferee. Any stockholder may waive notice o£ any meeting either- before, during or after the meeting. V'I. A 5. RECORD DATE The Board may fix a record date not more than forty days prior to the date set for a meeting of stockholders as-the date as of which the stock- holders of record who have the right t.o and are entitled to notice of' and to vote at such meeting and any adjoum~ment thereof shall be determined. Notice that such date has been fixed may be published in the city. town or county where the principal office of the corporation is located a,q(l in each city or town where a transfer agent of the stock of the corporation is located. 6. VOTING Every stockholder shall be entitled at each meeting and upon each pro- posal presented at each meeting to one vote for each share of voting stock recorded in the stockholder's name on the books of the corporation on the record date as fixed by the Board. If no record date was fixed, on the date of the meeting the book of records of stockholders shall be produced at the meeting upon the request of any stockholder. Upon demand of any stockholder, the vote for Directors and the vote upon any question before the meeting, shall be by ballot. All elections for Directors shall be decided by plurality vote' all other questions shall be decided by majority vote. 7. QUORUM The presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote be represented, any business may be transacted which might have been transacted at the meeting as originally noticed: but only those stockholders entitled to vote at the meeting as originally no- ticed shall be entitled to vote at any adjournment or adjournments thereof. 8. PROXIES At any stockholders' meeting or any adjournment thereof, any stockholder of record having the right and entitled to vote thereat may be represented and vote by proxy appointed in a written instrument. No such proxy shall be voted after three years from the date of the instrument unless the instrument provides for a longer period. In the event that any such in- strument provides for two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one, shall have all the powers conferred by the instrument upon all persons so designated unless the instrument shall otherwise provide. 9 STOCKHOLDER LIST After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. Such list shall be arranged by voting group with the names and addresses of, and the number and class and FI. I~ series if any, of shares held by each. This list shall be available for in- spection by any shareholder for a period of ten days prior to the meeting. AR TICLE III; DIRECTORS 1. BOARD OF DIRECTORS The business of the corporation shall be' managed and its corporate pow- ers exercised by a Board of Dire~:tors each of whom shall be of, full age. It shall not be necessary for Directors to be stockholders. 2. ELECTION AND TERM OF DIREcToRS Directors shall be elected at the annual meeting of stockholders and each Director elected shall hold office until his successor has been elected and qualified, or until the Director's prior resignation or removal. 3. VACANCIES If the office of any Director. member of a committee or other office be- c°roes vacant the remaining Directors in office, by a majority vote. may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until a successor shall be duly chosen. 4. REMOVAL OF DIRECTORS Any or all of the Directors may be removed with or without cause by vote of a majority of all the stock outstanding and entitled to vote at a special meeting of stockholders called for that purpose. 5. NEWLY CREATED DIRECTORSHIPS The number of Directors may be increased by amendment of these By- laws by the affirmative vote of a majority of the Directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual election and until their succes- s°rs are elected and qualify. 6. RESIGNATION A Director may resign at any time by giving written notice to the Board. the president or the secretary of the corporation. Unless otherwise speci~ fled in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 7. QUORUM OF DIRECTORs A majority of the Directors Shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a Fl. C quorum present, a majority of those present may adjourn the meeting until a quorum is obtained and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. 8. PLACE AND TIME OF BOARD MEETINGS The Board may hold its meetings at the office of the corporation or at such other places either within or without the State of Florida as it may from time to time determine. 9. REGULAR ANNUAL MEETING A regular annual meeting of the Board shall be held immediately following the annual meeting of the stockholders at the place of such annual meet- ing of stockholders. 10. NOTICE OF MEETINGS OF THE BOARD Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the president upon three days notice to each Director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a Waiver of Notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of no- tice to him. 1 1. EXECUTIVE AND OTHER COMMITTEES The Board, by resolution, may designate two or more of their number to one or more committees, which, to the extent provided in said resolution or these By-laws may exercise the powers of the Board in the manage- ment of the business of the corporation. I 2. COMPENSATION No compensation shall be paid to Directors, as such for their services, but by resolution of the Board a fixed sum and expenses for actual atten- dance, at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore. ARTICLE IV - OFFICERS 1. OFFICERS. ELECTION AND TERM A. The Board may elect or appoint a chairman, a president, one or more vice-presidents, a secretary, an assistant secretary, a treasurer and an assistant treasurer and such other officers as it may deter- FL D mine who shall have duties and powers as hereinafter provided. B. All officers shall be elected or appointed to hold office until the meeting of the Board following the next annual meeting of stock- holders and until their successors have been elected or appointed and qualified. 2. REMOVAL. RESIGNATION, SALARY, ETC. A. Any officer elected or appointed by the Board may be removed by the Board with or without cause.. B. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. C. Any two or more offices may be held by the same person. D. The salaries of all officers shall be fixed by the Board. E. The Directors may require any officer to give security for the faithful performance of his duties. 3. CHAIRMAN The chairman of the Board, if one be elected, shall preside at all meetings of the Board and shall have and perform such other duties from time to time as may be assigned to him by the Board or the executive committee. 4. PRESIDENT The president shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the president of the corporation. The presi- dent shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the chairman of the Board, at all meetings of the Board, and shall have general supervision direction and control of the business of the corporation. Except as the Board shall au- thorize the execution thereof in some other manner, the president shall execute bonds, mortgages and other contracts in behalf of the corporation and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the secre- tary or the treasurer or an assistant secretary or an assistant treasurer. 5. VICE-PRESIDENTS During the absence or disability of the president, the vice-president, or if there be more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the Board shall prescribe. FL E 6. SECRETARY The secretary shall attend all meetings o~f the Board and of the stockhold- ers, record all votes and minutes of ali proceedings in a book to be kept for that purpose, give or cause to be §iven notice of all meetings of stock- holders and of' meetings and special meetings of the Board. keep in sate custody the seal of the corporation and affix it to any instrument when authorized by the Board or the president, when required, prepare or cause to be prepared and available at each meeting of stockholders a certified, list in alphabetical order of the names of stockholders entitled to vote thereat, indicating the number of shares~of each' respective class held by each. keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner, and perform such other duties as may be prescribed by the Board or assigned by the president. 7. ASSISTANT-SECRETARIES During the absence or disability of the secretary, the assistant-secretary. or if there are more than one, the one so designated by the secretary or by the Board, shall have all the powers and functions of the secretary. 8. TREASURER The treasurer shall have the custody of the corporate funds and securi- ties, keep full and accurate accounts of receipts and disbursements in the corporate books, deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board, disburse the funds of the corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disburse- ments, render to the president and Board at the regular meetings of the Board, or whenever they require it, an account of all the transactions made as treasurer and of the financial condition of the corporation. The treasurer shall also render a full financial report at the annual meeting of the stockholders if so requested. The treasurer may request and shall be furnished by all corporate officers and agents with such reports and state- ments as the treasurer may require as to all financial transactions of the corporation, and perform such other duties as are designated by these By- laws or as from time to time are assigned by the Board of Directors. 9. ASSISTANT-TREASURERS During the absence or disability of the treasurer, the assistant-treasurer, or if there be more than one, the one so designated by the treasurer or the Board. shall have all the powers and functions of the treasurer. 10. SURETIES AND BONDS In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful perfor- mance of duties to the corporation and including responsibility for negli- FI_ F gence and for tile accounting of all property, funds or securities of ttle corporation which the officer- or agent may be responsible for. ARTICLE V - ERTIFI(:A TES FOR SHARES 1, CERTIFICATES The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the book~; of the corporation as they are issued. They shall exhibit the holder's name, the number of shares' and shall be signed by the president and secretahy 'and shall bear the corpo- rate seal. When such certificates are signed by the transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be fac- similes. 2. LOST OR DESTROYED CERTIFICATES The Board may direct a new certificate or certificates to be issued in place of any certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discre- tion as a condition preceding the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner's legal repreI sentative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. 3. TRANSFER OF SHARES Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evi- dence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. Whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer ledger. No transfer shall be made within ten days next preceeding the annual meet- ing of the stockholders. 4. CLOSING TRANSFER BOOKS The Board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceeding (a) any stockholder's meeting, or (b) any date upon which stockholders shall be called upon to or have a right to take action without a meeting, or (c) any date fixed for the payment of a FI dividend or any other form of distribution, and only those stockholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (a) receiving notice of or voting at such meeting or (b) allowing them to take appropriate'~ction, or (c) entitling them to receive any dividend or other form of ~listribution. ARTICLE VI - DIVIDENDS The Board may out of funds legally available', at any regular or specia, I meeting, declare dividends upon the capital stock of the corporation as and when it deems expedient. Before declaring any dividend there may be set apart out of any funds of the corpora~tion available for dividends, such sum or sums as the Board from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board shall deem conducive to the interest of the corporation. ARTICLE VIII- CORPORA TE SEAL The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words "CORPORATE SEAL, FLORIDA". The seal may be used by causing it to be stamped or impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be fac- simile, engraved or printed. ARTICLE VIII - EXECUTION OF INSTRUMENTS All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corpora- tion, and in such manner as shall be determined from time to time by resolution of the Board. ARTICLE IX- FISCAL YEAR The fiscal year shall begin on the first day of each year. ARTICLE X- NOTICE AND WAIVER OF NOTICE Whenever any notice is required by these By-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be su£ficient if given by depositing the same in a post office box in a sealed postage-paid wrapper, addressed to the person en- titled thereto at the last known post office address, and such notice shall be deemed to have been §iven on the day of such mailing. Stockholders FI_ H not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute. Whenever any notice whatever is required to be given under the provi- sions of any law. or under the provisions of the Articles of Incorporation of the corporation or these By-laws. a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE XI - CONSTRUCTION Whenever a conflict arises between the language of these By-laws and the Articles of Incorporation the Articles of Incorporation shall govern. ARTICLE XII - CLOSE CORPORA TION 1. CONDUCT OF BUSINESS WITHOUT MEETINGS Any action of the stockholders, Directors or committee may be taken with- out a meeting if consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the secretary of the corporation as part of the pro- ceedings of the stockholders. Director or committees as the case may be. 2. MANAGEMENT BY STOCKHOLDERS In the event the stockholders are named in the Articles of Incorporation and are empowered therein to manage the affairs of the corporation in lieu of Directors. the stockholders of the corporation shall be deemed Directors for the purposes of these By-laws and wherever the words "Directors". "Board of Directors" or "Board" appear in these By-laws those words shall be taken to mean stockholders. The stockholders may, by majority vote. create a Board of Directors to manage the business of the corporation and exercise its corporate powers. ARTICLE XlII- AMENDMENTS These By-laws may be altered or repealed and By-laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal to be made contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affir- mative vote of a majority of the Board at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed alteration or repeal to be made is contained in the notice of such special meeting. ARTICLE XIV - EMERGENCY BY-LA WS 1. CONDUCT OF BUSINESS WITHOUT MEE~TINGS Pursuan.t to Florida Statue 607.0207 ti~e corporation adopts the following By-laws. which shall be effective only if a quorum of the Directors of the corporation cannot be readily assembled because of some catastrophic event. 2. CALLING A MEETING In the event of such catastrophic event, ~ny member of the Board of Directors shall be authorized to call a meeting of the Board of Directors. Such member calling an emergency meeting shall use any means of communication at their disposal to notify all other members of the Board of such meeting. 3. QUORUM Any one member of the Board of Directors shall constitute a quorum of the Board of Directors. The members of the Board of Directors meeting during such an emergency, may select any person or persons as additional Board members, officers or agents of the corporation. 4. INDEMNIFICATION The members of such emergency Board of Directors are authorized to utilize any means at their disposal to preserve and protect the assets of the corporation. Any action taken in good faith and acted upon in accor- dance with these By-laws shall bind the corporation; and the corporation shall hold harmless any Director. officer, employee or agent who under- takes an action pursuant to these By-laws. 5. TERMINATION OF EMERGENCY BY-LAWS These emergency By-laws shall not be effective at the end of the emer- gency period. FI .l THE BY-LAWS ON THE FOLLOWING PAGE SHALL BE INCLUDED AND APPLICABLE ONLY TO PROFESSIONAL SERVICE CORPORATIONS (p. A.'S) ARTICLE XV - TRANSFER OF SHARES The corporation shall not cause, nor shall any shareholder convey or transfer any shares to anyone unless it 'l~e to an individual who has been duly licensed by the State of Florida to' perform the same professional services for which the corporation was organized. ARTICLE XVI- PROXIES Notwithstanding anything to the contrary in these By-laws, no share~ holder, officer or Director shall be permitted tO act by proxy. No share- holder shall enter into a voting trust agreement. ARTICLE XVII- BUSINESS This corporation shall not engage in any business other than the render- ing of the professional services for which it was specifically incorporated, but it shall be permitted to invest its funds in real estate, mortgages, stocks, bonds or any other type of investment, and shall be permitted to own any real or personal property necessary in the rendering of profes- sional services. ARTICLE XVIII - LICENSED OFFICERS AND EMPLOYEES Any officer, shareholder, agent or employee of this corporation shall, upon becoming legally disqualified to render such professional services within this state for which this corporation was organized, or accepts employ- ment, that pursuant to existing law, places restrictions or limitations upon his continued rendering of such professional services, he shall sever all employment with. and financial interest in this corporation. NOTE The By-laws of the corporation are hereby changed as follows: ARTICLE III. Paragraph (1) is hereby changed to read Directors and offic- ers of this corporation shall be duly licensed members of the same profes- sion for which the corporation was formed to render services. December 5, 1996 FLORIDA DEPARTMENT OF STATE Ssndra B. Morth~m Secretary of St~t~ CAPITAL CONNECTION P.O. BOX 10349 TALLAHASSE, FL 32303 The Articles of Inoorporation for UNITED FORWARD, INC. were filed on DecemberS, 1996 and assigned document number P96000098244. Please refer to this number whenever corresponding with this office regarding the above corporation. PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS ESSENTIAL TO MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF YOUR CORPORATION. ABOV ................ G ~E YE~ OF ~E ~NG DA~ NO~ ___ = ~u =A~ ~AR ~~ER. FNLURE TO R~ ~E ANNUAL A ~DE~L ~PLOYER IDEN~RCA~ON (F~} NUMB~ MUST BE SHO~N YOU R~C .......... ~.~ERNAL R~ENUE S~~ TO ~SURE ~AT ~vc ~ ~ NUMBER IN ~ME TO R~ ~E ~BTAIN A ~ NUMBER, CO~A~ ~ ANNUAL REPORT. REQUEST FORM S~. E I~ AT 1~2~676 AND SHOULD YOUR COR~RA~ MAIUNG ADDRE~ ~E, YOU NO~ ~IS O~CE IN WR~NG, TO INSURE i~~ M~UNGS SUCH ~ THE ANNUAL REPO~ NO~S R~CH YOU. ~ould you have any q~sU~ regarding co~ra~, p~ ~nta~ ~ st ~e a~r~ g~en A~ Lunt, ~~e S~t New Filin~ S~i~ Le~er Numben 696A~562 Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314 OFt/ The name of this corporation is: UNITED FORWARD, INC. MAILING ADDRESS: The mailing address of this Newport Club Drive, Boca Raton, FL. corporation shall be: 33496. business. 17077 This corporation is organized to engage in any lawful CAPITAL STOCK: This corporation is authorized to issue 100 shares of Common Stock at the par value of $1.00 per share. INITIAL REGISTERED OFFICE AND AGENT: The street address of the initial registered office of this corporation is: 17077 Newport Club Drive, Boca Raton, Florida, 3~496 The name of the initial registered agent of this corporation at that address is: JOHN E. CARTER, ESQ., 1200 N. Federal Highway, Suite 312, Boca Raton, Florida, 33432. 1 l l ] ] ] ] I NCORPOP~TOR; The name and address of the pers~on signing these Articles is: JOHN E. CARTER, ESQ., 1200 N. Federal Highway, Suite 312, Boca Raton, Florida, 33432 INDEMNIFICATION; The corporation shall indemnify any officer or director or any former officer or director to the extent permitted by law. ARTICLE VIII This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation., or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation. CONFLICT OF INTEREST: No contract, act or transaction of this corporation with any person or persons, firm or Other corporation, in the absence of fraud or wrongdoing, shall be affected or invalidated by the fact that any shareholder or officer of this corporation is a party to or interested in such contract, act or transaction, or in any way connected with the said person, persons, firm, or corporation and each and every person who may become an officer, shareholder, or fiduciary of this corporation is hereby relieved from any liability that might otherwise exist from contra~ting with this corporation for the benefit of himself or any other firm, association or corporation in which he may in any way be interested. TN TnTZ~"~T~SS T4'I~z~O~, the undersigned Incorporator executes these Articles of Incorporation this daY-of /~2~~1996. STATE OF FLORIDA COUNTY OF PALM BEACH TH~~IN~,INSTRUME~ was acknowledged before me this day of/L~ , 1996, by JOHN E. CARTER, ESQ., who is ~rsona£1y known to ~ or who has produced ACCEPTANCE OF REGISTERED AGENT ~ I hereby accept the appointment as Registered Agent ~ ~ UNITED FORWARD, INC., and my address for that purpose is: 1200 N. Federal Highway, Suite 312, Boca Raton, Florida 33432. INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA -i ] Section 1.1. Annual Meeting. directors, the annucl m. eting - i"] o, 5:00 p.m., for th.~ p, pose o, other business as may omc bef( ' I ] 'neeting is a legal holid y in the )n the next succeedng usiness · I ] he day designated her~ n os the ~r at any adjournm~;nt ~ereof, direclors to occur al a ~pecJol n ' ] thereafter as is reasonable. I] Section 1.2. Special Meetings. meetings of the s~,~r ho lers I] president or by Iht, b ,or of ( re( wrilten requesl of ~'~n, dj ,~clor or the votes entitled lo be cast on meeting demanded. Ii Unless otherwise designated by the board of directors, the annual meeting of the shareholders shall be held on December 10th, at 5:00 p.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the stale of Florida, the annual meeting shall be held on the next succeeding business day. If the election of directors is nol be held on lhe day designated herein os the dote for the annual meeting of the shareholders or at any adjournment thereof, the board of directors shall cause the election of occur al a special meeting of the shareholders to be held os soon Unless olherwise prescribed by statute, special meelings of the shareholders may be called for any purpose or purposes by the president or by the board of directors, and shall be called by lhe secretary al the wrilten request of any director or holders of nol less than ten percent (10%) of oil any issue proposed to be considered at the 2 Section 1.3. Place of Meeting. The annual meeting or special meetings of the shareholders may be held al lhe principal office of the corporation or at such other place within or without the state of [STATE] as the board of directors may from time to time designate. If no designation is m~de for any annual or special meeting of the shareholders, the place of meeting shall be the principal office of the corporation. Section 1.4. Notice of Meetings. Written notice stating the date, time, and place of a meeting of shareholders and, in case of a special meeting of shareholders the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting at least ten (10) days and not more than sixty (60) days before the meeting. Such notice shall be given in one of the following manners: personally, by mail, by telephone, by teletype, by telephone facsimile, by other form of electronic communication, or by such other manner as then permitted by the Florida Business Corporation Act. Such notice shall be given by the secretary or by the person or persons authorized to call shareholders' meetings. If such notice is in written form, it is deemed effective upon the earliest date of the following: (a) when received; (b) if mailed post prepaid by United States mail and addressed to the shareholder at his/her/its address as it appears on the stock ledger books of the corporation, when mailed; (c) on the date shown on the return receipl, if sent be registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. If such notice is oral, such notice is effective when communicated, if communicated direclly to the person to be notified in a comprehensible manner. If the notice is moiled at least 30 days before the date of the meeting, it may be done be a class of United States mail other than first class. Nolice of any shareholders' meeting may be waived by any shareholder before or after the date and time of the meeting. Such waiver must be in writing, musl be signed by the shareholder, and must be delivered to the corporation for inclusion in the minules or filing with the corporate records. Section 1.5. Action by Shareholders Without cz Meeting. Any action permitted to be token at o shareholders' meeting may be token without o meeting if one or more wrillen consents, selling forth Ih~ action so token, ore doted and signed by the holders of outslonding shores o'f each voting group entitled to vote thereon having not less than the minimum number bf voles with respect to each voting group that would be necessary to o.~thorize or take such action at a meeting at which all voling groups and shores ehtitled to vote thereon were present and voted. Any such action loken shall be effective when oil such consents have been delivered lo the corporotio~n, unl'ess the consent specifies o later effective date. No written consent shall be effective to toke such corporate action unless, within 60 days of the dote of the earliest dated consent delivered in the manner required by this section, written consent signed by the number of holders required to take action is delivered to the corporation to its principal office in Florida, to its principal place of business, to its secretory, or to another officer or agent of the corporation having cuslody of the book in which the proceedings of meetings of the shareholders are recorded. Section 1.6. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any-adjournment thereof, or shareholders entitled lo receive payment of any distribution, or in order to make a determination of shareholders for any other proper purpose, lhe board of directors of the corporation may provide that the stock transfer books shall be closed for o stated period, but not to exceed a period of seventy (70) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or lo vote al a meeting of shareholders, such books shall be closed for al least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of o meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be laken. In the case of a shareholder oclion without o meeting, lhe record date shall be the date that the first 4 shareholder signs such consent. If the stock transfer books are not closed and no record dote is fixed for the delerminolion o! shareholders entitled lo notice of or to vote at o meeting of shareholders, or shoreh,olders enlilled to receive payment of o distribution, the date on which notice of lhe meeting is sent or the date on which the resolution of the board of directors declaring such dislribution is adopled, as the case may be, shall be the record dale for such determination of shareholders. When a delerminalion o! sharehol~lers entitled to vote at any meeting of shareholders has been made as provid.ed in this seclion, such determination shall apply to any adjournmenl thereof ~nless the board of directors fixes o new record date, which it musl do if the meeting is adjourned Io o date more than 120 days after the dale fixed for the original meeting. Section 1.7. Shareholders' List for Meeting. After fixing a record date for a meeting, the corporation shall prepare on alphabetical list of the names of all shareholders on the record date who are entitled to notice of the shareholders' meeting. The Iisi must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The shareholders' list must be available for inspection by any shareholder, beginning len days prior lo the meeting and continuing through the meeting (or such shorter lime as exists between the record date and lhe meeting), al the corporation's principal office or al lhe place identified in the meeling notice Jn the city where the meeling will be held. Subject to applicable law, a shareholder, the shareholder's agent, or the shareholder's attorney is entitled to inspecl the list at any time during the meeting or any adjournment. Section 1.8. Quorum. A majority of the votes entitled to be cost on a matter by a voling group constitutes o quorum of lhat voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment of the meeting, unless a new record date is or must be set for that adjourned meeting. If o quorum exisls, action on o matter, other than the election of directors, is approved by a voling group if the voles cast within the voting group favoring the action exceed the votes cast,,within the voting group opposing the action. The holders of o majority of the shores represented, and who would be entitled to vote at o meeling if a quorum were pr'esent, where o quorum is not present, may adjourn such meeling from time to. ti. me. Section 1.9. Proxies. Each shareholder may ~vote ihe shareholder's shores in person or by proxy. A shareholder may appoint a proxy Io vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder's attorney-in-fact or agent. The appointmenl of a proxy is effective when received by the secretary or other officer or agent authorized 1o tabulate votes. A appointment is valid for eleven months unless a longer period is expressly provided in the appointmenl forms. An appointment of a proxy is revocable by the shareholder unless lhe appointment form conspicuously states ihat il is irrevocable and the appointment is coupled with an interest. No proxy may be effectively revoked unlil notice in writing of such revocation has been given to the secretary or other officer or agent aulhorized to tabulate votes. Section 1.10. Voting Entitlement of Shares. Except as otherwise required by law, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeling. Section 1.1 1. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by that other corporation's president or by proxy appointed by that president, unless some other person, by resolution of its board of directors, shall be appointed to vote such shares. In such case, such other person is entitled lo vote the shares upon production of a certified Copy of such resolution. Shares held by on odminislralor, executor, guardian, or conservator may be voled by such person eilher in person or by proxy, wilhoul o lransfer of such shores into such person's nome. Shares standing in the name of o lruslee may be voled by the truslee either in person or by proxy, but ina trustee shall be enlitled Io vole shores held by the lrustee withoul a transfer of such 'shares inlo lhe Iruslee's name Shares slanding in the name of o receiver may be' voted by such receiver, and shores held by or under the control of a receiver may be voled by such recei'ver without lhe transfer thereof inlo the receiver;s~ nam~ i'f authority so to do be contained in on oppropriale order of the court by which such receiver was' appointed. Where shares are held joinlly by three or more fiduciaries, the will of the majority of such fiduciaries shall control the manner of voting or giving of a proxy, unless the instrument or order appointing such fiduciaries otherwise dJrecls. A shareholder whose shares are pledged shall be entitled to vote such shares unlil the shares have been transferred into the nome of the pledgee, and thereafter lhe pledgee shall be entitled to vote lhe shores so transferred. Shares of lhe corporation's own stock belonging to il shall not be voted, directly or indirectly, at any meeling, and shall hal be counled in determining the total number of outstanding shores enlitled to vote al any given time. This does nol limil the power of lhe corporalion to vote any of its own shares held by il in o fiduciary capacily. ARTICLE II BOARD OF DIRECTORS Section 2.1. General Powers. All corporate powers shall be exercised by or under the authority of, and lhe business and affairs of the corporation managed under the direction of, lhe board of directors. Section 2.2. Number, Tenure and Qualifica~tions. The number of directors of the'corporation shall be determined from time' to time by the shareholders and the number of direclors, until later changed by lhe shbreholders, shall be ,5. Each direclor shall hold office until the nexl annual.meeting of the shareholders and unlil Ihot direclor's successor is elected and qualified. Direclors need not be holders of voting slack of the corporation and lhey need nol be residents of this slole. ~ Section 2.3. Regular Meetings. A regular meeting of the board of directors shall be held immediately after and al the same place as the annual meeling of the shareholders. Such meeting shall occur withoul any notice to the direclors other than lhe notice occurring in this bylaw. By resolution the board of directors may provide lhe time and place, either within or without Ibis state, for the holding of any additional regular meetings without any notice other than such resolution. Section 2.4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president, of the secretary, or of any direclor. The person or persons calling such special meeting of the board of directors may fix any place, either within or without this slale, as lhe place for holding lhat special meeting. Section 2.5. Notice. Written notice of the date, time, and place of a special meeting of lhe board of directors shall be given at least two days prior to the date set for such meeling. Such nolice shall be given in one of the following manners: personally, by mail, by telephone, by lelelype, by telephone facsimile, by olher form of electronic communicolion, or by such olher manner os then permitled by the Florida Business Corporolion Act. Such notice shall be given by the secrelory or by the person or persons authorized to call directors' meetings. If such notice is in written form, it is deemed effeclive upon the earliest dote of the 8 tallowing: (a) when received; (b) if mailed post prepaid by United States mail and correctly addressed, then five days after it Js deposited in the mail, as evidenced by the postmark; (c) if sent be registered ,9r certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, on the date shown on the return receipt. If such notice is oral,' such notice is effective when communicated, if communicated directly to the person to be notified in a comprehensible manner. Notice of any directors' mbeting may be waived by.any director before or after the date and time of the meeting_. Such waiver must be in writing, must be signed by the director, and mu'~t be ~Jelivered to the corporation for inclusion in the minutes or filing with the corporate records. The attendance of a director at a meeting of the board of directors shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to lhe transaclion of any business because the meeting is not lawfully convened. Section 2.6. Quorum. A quorum of the board of directors consists of a majority of the number of directors specified in, or fixed in accordance with, lhese bylaws. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the oct of the board of directors. Section 2.7. Action by Directors Without a Meeting. Any action required or permitted to be taken at a directors' meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all the directors. Any such action taken shall be effective when all consents have been delivered to the corporation, unless lhe consenl specifies a later effective date Section' 2.8. Telephone Meetings. Any direclor may participate in a meeting of lhe directors by means of communication by which all persons participating in lhe meeting can hear each other during the meeting. A director participating in a meeting by this means is deemed Io be present in person at the meeting. ] ] ] Section 2.9. Removal. At a special meeting of the shareholders called for that purpose, lhe entire board of directors or any individual direclor may be removed from office by a vote of shareholders holding a ,majority of the outstanding shares enlitled to vote in on election of directors. ~ ] ] J Section 2.10. Yacancies. Any vacancy occurring on the board of direclors for any reason, including an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though there is less lhan a quorum of the board of directors, or by the affirmalive vote of the shareholders entitled to vote for that director. If lhe directors in office constitute fewer lhan a quorum of lhe board, they may fill the vacancy by the affirmalJve vote of a majority of all the directors in office. A director elecled to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Section 2.11. Compensation. The board of directors may resolve to re-imburse the directors for their expenses, if any, of attendance at each meeting of the board of directors, and may resolve to fix compensation for directors for their service to the corporation as directors. Section 2.12. Presumption of Assent. A director of the corporation who is present at a meeting of lhe board of directors at which action on any corporale matter is taken shall be presumed to have assented to lhe action taken unless: (a) the director objects al the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeling; (b) such director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written nolice of lhe director's dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or 1o the corporation wilhin o reasonable time after adjournment of lhe meeting. Such right to dissent shall not apply to a director who voted in favor of such action. l0 ARTICLE III COMMITTEES Section 3.1. Appointment. The board of di'rectors, by resolution adopted by a majoril¥ of lhe full board, may designate one or more of its members to constitule an execulive committee or any other committee. Each-committee shall have one or more members, who serve at the pleasure c~f the board of directors. The designation of such a committee and the delegation to it of authority shall not operate to relieve the board of directors, or any member of Jr, of any responsibility imposed by law. Section 3.2. Authority of Executive Committee. If the board of directors appoints on executive committee, lhe executive committee shall have and may exercise all of the authority of the board of directors when the board of directors is not Jn session except as set forth in Section 3.3 herein. Section 3.3. Limits on Authority of Committees. No committee, including the executive committee, may do any of lhe following: A. Approve or recommend to shareholders actions or proposals required by law to be approved by shareholders; B. Fill vacancies on the board of directors or on any of its committees; C. Adopt, amend, or repeal the bylaws; D Aulhorize or approve the reacquisilion of shores, unless pursuant to o general formuto or method specified by lhe board of direclors; or I] I1 I_1 I_1 ' 11 .I) -I1 -IJ 11 E Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitalions of ~oling group except lhat lhe board of directors may quthorize a committee (or a senior executive officer of the corporation) to do s6 within limits specifically prescribed by the board of directors. Section 3.4. Tenure. Each member of a commitlee sho. II serve at the pleasure of the board of directors. Section 3.5. Meetings and Notice. Regular meetings of a committee may be held without notice at such times and places as the committee may fix from time to time by resolution. Special meetings of a committee may be called by any member of it upon not fewer than two days' notice stating the place, date, and hour of the meeting. Notice of special meetings shall be given in the same manner as is notice of special director meetings and as specified in Section 2.5 hereof. Any member of a committee may waive notice of any meeting, and no notice of any meeting need be given to' any member of il who attends in person. The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting. Any regular or special meeting may be by means of conference telephone or other device permitted under Section 2.8 of these bylaws. Section 3.6. Quorum. A majority of the members of committee shall constitute a quorum for the transaction of business at any meeting of that committee, and action of the committee must be authorized by the affirmative vote of a majority of lhe members present at a meeting at which o quorum is present. Section 3.7. Action Without a Meeting. Any action thal may be taken by a commillee at a meeting may be taken wilhout a meeling by one or more writlen consents, setling forth the oclion so taken, signed by oll members of thal committee. 12 Section 3.8. Resignation and Removal. Any member of o committee may be removed al any time, with or withoul cause, by,resolution adopted by o mojorily of lhe full board of direclors. Any member of o committee may resign from the committee at any time by giving written notice to lh~ president or secretory of lhe corporolion, and unless otherwise specified in. lbe notice, lhe acceptance of such resignation shall not be necessary to make it effective. Section 3.9. Vacancies. Any vacancy in o committee may be filled by o resolution adopted by o majority of the full board of directors. Section 3.10. Procedure. A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. A committee shall keep regular minutes of its proceedings, and report the same to the board of directors for the board's information at the meeting thereof held next after the proceedings shall have occurred. ARTICLE IV OFFICERS Section 4.1. Number, The board of directors shall appoint o president and o secretary. The board of directors, in their discretion, may also appoint a choir of the board, one or more vice presidents, o treasurer, and such other officers and assistant officers as they shall from time to time deem proper. Any two or more offices may be held by the same person. The board may choose not to fill any of lhe other officer positions for any period. ] ] ] ] ] ] Section 4.2. Appointment and Term of Office. The officers of the corporation shall be appointed by the board of direclors at the first meeling of the directors. If the appointment of officers sbgll nol be held at such meeling, such oppoinlment shall be held os soon lhereofter os conveniently may be. Each officer shall hold office until o successor shall ho~'e been duly appointed and qualified or until the officer's deolh or unlil lhe. o.fficer resigns or is removed in the manner hereinafter provided. ] ] Section 4.3. Removal. Any officer or agent appointed by the board of directors may be removed by the board of directors at any time with or without cause, but such removal shall be wilhoul prejudice lo the conlroct rights, if any, of the person so removed. ] ] Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors. Section 4.5. Chair of the Board. The chair of the board, if there be such an office, shall, if present, preside al oil meetings of the board of directors, and exercise and perform such olher powers and duties as may be from time to time assigned to the chair by the board of directors. J Section 4.6. President. The president shall be the principal executive officer of the corporolion and, subject 1o the control of lhe board of directors, shall in general supervise and control all of the business and affairs of the corporation. When present, the president shall preside at all meelings of the shareholders in lhe absence of the chair of the board. The president may sign, with the secrelary or any other proper officer of the corporation aulhorized by lhe board of directors, certificates for shores of the corporation, any deeds, mortgages, bonds, COntracts, or other instruments which lhe board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be 14 expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform., all duties incident to the office of president and such other duties as may be ~rescribed by the board of directors lrom time to time. Section 4.7. The Vice Presidents. In the absence of the president or in the event of the president's death, inability or refus'~l to act, the vice president (or in the evenl there shall be more lhan one vice presidenl, the vice presidents in the order designated at lhe time of their oppoinlment, or in the absence of any designation then in the order of their appoinlment) shall perform the dulies of the president, and when so acting shall have all the powers of and be subject to all lhe restrictions upon the president; and shall perform such other duties as from time to time may be assigned to the vice president by the president or by the board of directors. Section 4.8. The Secretary. The secretary shall: (a) prepare the minutes of the shareholders' and board of directors' meetings and keep them in one or more books provided for that purpose; (b) authenticate such records of the corporation os shall from time to time be required; (c) see that all notices are duly given in accordance with the provisions of these bylaws or as required by Iow; (d) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents Ihe execution of which on behalf of the corporation under ils seal is duly authorized; (e) keep a register of the post office address of each shareholder; (f) sign with the president, or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of direclors; (g) hove general charge of the stock transfer books of the corporation; and (h) in general perform oil duties incident to lhe office of secretary and such other duties as from time to time may be assigned to the secretory by the president or the board of directors. ] ] 1 l§ Section 4.9. The Treasurer. The treasurer shall: (a) hove charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to,,lhe corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other deposilories as sh~ll be selected in accordance with the provisions of Arlicle VI of these bylaws;, and (b) in general perform all of the duties incident 1o the office of treasurer and suc~ other duties as from lime lo time may be assigned to the treasurer by the president or. the board of direclors.~ ARTICLE V OFFICES ] ] ] The principal office and place of business of the corporation in the state of Florida shall be located at 17077 Newport Club Drive, Boca Raton, FL. 33496. The corporation shall have such other offices as the board of directors may designate or the business of lhe corporation may require from time lo time. ] ] ARTICLE VI CONTRACTS, LOANS, CHECKS, DEPOSITS Section 6.1. Contracts. The board of directors may authorize any officer or officers, agenl or agents, to enter into any contract or execute and deliver any instrumenl in the name of and on behalf of the corporalion, and such aulhority may be general or confined to specific instances. A director or officer of Ihe corporation shall not be disqualified by his/her office tram dealing or contracting with lhe corporation eilher as a vendor, purchaser, or otherwise. The fact that any director or officer, or any firm of which any director or oIticer of the corporalion is a shareholder, officer or director, is in any way J interesled in any tronsaclion of the corporolion shall nol make such transaction void or voidable, or require such director or officer of the corporation to account to the corporation for any profits therefrom, pro,v, ided that (o) the material focls of such lransaction and the director's inlerest ore'disclosed to or known by the board of directors or committee of lhe board of directors 'at lhe time that lhe board at directors or commiltee authorizes, ralifies, or~ approves the transaction; (b) the material facts of such transaction and the director'~ interest are disclosed to or known by the shareholders entitled to vote and they authorize, ratify, or approve the transaction; or (c} the transaction is fair to ih~ corporation. Section 6.2. Loans. No loans shall be made, or accepted, on behalf of the corporation, and no evidences of indebtedness shall be issued in the corporation's name, unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. Section 6.3. Checks, Drafts, Notes. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. Section 6.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select. ARTICLE VII CERTIFICATES FOR SHARES AND THEIR TRANSFER Section 7.1. Certificates for Shares. CerJificotes representing shares of the corporation shall be in such form as shall be determined by the board of directors. Such certificates shall be signed by .the pre'.s, idenl and by the secretary, or by a vice president and assistant secretary ~f so authorized by the board of directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the slack transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe. Section 7.2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his/her legal representative who shall furnish proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of 0ttorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. Section 7.3. Restrictions on Transfer. Transfer of shares of the corporation shall be made only (a) if there is an effective registration covering the shares to be transferred under the 18 Securilies Acl of 1933 and applicable state securities laws, (b) upon receipt of a letter from an atlorney, acceplable lo the board, of direclors or ils agenls, stating that in the opinion of the allorney the ,proposed lransfer is exempl from registration under the Securities Acl of 1933 an'd under all applicable state securities laws, or (c) the transfer is made pursuanl 1o Rule 144 under the Securities Acl of 1933. In addition, if lhe co'rporation is then subject to Subchapter S of the Internal Revenue Code, lhen the.corporalion will not lransfer this certificate without firsl receiving an opinibn or'counsel, acceptable Io lhe board of directors or ils agenls, that the proposed lransfer will not adversely affecl the corporation federal S Corporalion status. All stock certificates issued by the corporation shall bear a legend informing lhe holder thereof of this restriction using appropriale language thereon. ARTICLE VIII FISCAL YEAR The fiscal year of the corporation shall begin on lhe first day of January and end on the last day of December in each year. ARTICLE IX DISTRIBUTIONS The board of directors may from time 1o time declare, and the corporation may pay, distributions on its outstanding shares in the manner and upon the lerms and conditions provided by law and its articles of incorporation. lg ARTICLE X WAIVER OF NOTICE Whenever any notice is required to be given to any shareholder or director of the corporation under lhe provisions of lhese bylaws or under the provisions of articles of incorporalion or of lhe Florida Business-Corporation Acl, a waiver thereof in writing, signed by the person or perso~ns enlilled Io such nolice, whether before or afler the lime slated therein, shall be deemed equivalenl to the giving of such nolice. ARTICLE XI ACTIONS AGAINST OFFICERS AND DIRECTORS The corporation shall indemnify to the fullesl extent permitted by the Florida Business Corporation Act any person who has been made, or is lhreatened Io be made, a party to on action, suit, or proceeding, whether civil, criminal, administrative, investigative, or olherwise (including an action, suil, or proceeding by or in the right of lhe corporalion), by reason of the fact lhat the person is or was o director or officer of the corporation, or a fiduciary wilhin the meaning of the Employee Retirement Income Security Act of 1974 with respect 1o an employee benefit plan of the corporolion, or serves or served at lhe request of the corporolion as a director or as an officer, or as a fiduciary of on employee benefit plan, of another corporalion, partnership, joinl venture, trust, or other enlerprise. 2O ARTICLE XII AMENDMENTS Any of lhese bylaws may be amended, altered or repealed and new bylaws odopled by o majoril¥ vote of the shareholders or of the directors at any regulor or special meeting. I, PAVEL RODNEVSKI, as secretary of UNITED F~DRWARD,INC. hereby certify that the foregoing constitute the bylaws of this corporation as adopted and in full force and effect on this 11TH day of DECEMBER, 1996. PAVEL RODNEVSKI, Secretary