Blue-Grace Franchise LLC 2846 S. Falkenburg Rd. Riverview, FL 33578 Tel: (800) 697-4477 Website
Total Page：16
File Type：pdf, Size：1020Kb
Blue-Grace Franchise LLC 2846 S. Falkenburg Rd. Riverview, FL 33578 Tel: (800) 697-4477 Website: www.mybluegrace.com FRANCHISE DISCLOSURE DOCUMENT Blue-Grace Franchise LLC 2846 S. Falkenburg Rd. Riverview, FL 33578 Tel: (800) 697-4477 Website: www.mybluegrace.com The franchise offered is for the operation of a Blue-Grace® Logistics business providing freight and specialized freight transportation and shipping services. Franchisees may, under certain circumstances, be given the option to provide parcel transportation and shipping services through their Blue-Grace® Logistics business. Franchisees will be authorized to sell freight and parcel (if available) transportation and shipping services to businesses and individuals. The franchise includes the right to use the Blue-Grace® Logistics trademarks, trade dress and operating system. The total investment necessary to begin operation of a Blue-Grace® Logistics business is between $75,000.00 to $156,250.00. This includes $57,500.00 that must be paid to us or an affiliate. This Franchise Disclosure Document summarizes certain provisions of your Franchise Agreement and other information in plain English. Read this Franchise Disclosure Document and all accompanying agreements carefully. You must receive this Franchise Disclosure Document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no government agency has verified the information contained in this document. You may wish to receive your Franchise Disclosure Document in another format that is more convenient to you. To discuss the availability of disclosures in different forms, contact Blue-Grace® Logistics’ franchise group by mail at 2846 S. Falkenburg Rd., Riverview, FL 33578, by telephone (813) 641-0357 or by email at [email protected]. The terms of your contract will govern your franchise relationship. Don’t rely on the Franchise Disclosure Document alone to understand your contract. Read all of your contract carefully. Show your contract and this Franchise Disclosure Document to an advisor, like a lawyer or an accountant. Buying a franchise is a complex investment. The information in this Franchise Disclosure Document can help you make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which can help you understand how to use this Franchise Disclosure Document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, D.C. 20580. You can also visit the FTC’s home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising. There may also be laws on franchising in your state. Ask your state agencies about them. The issuance date is: March 24, 2014. STATE COVER PAGE Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS FRANCHISE DISCLOSURE DOCUMENT. Call the state franchise administrator listed in Exhibit A for information about the franchisor or franchising in your state. MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW. RISK FACTORS: 1. THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY LITIGATION ONLY IN THE STATE OF FLORIDA, UNLESS OTHERWISE BROUGHT BY US. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO LITIGATE WITH US IN FLORIDA THAN IN YOUR OWN STATE. 2. THE FRANCHISE AGREEMENT STATES THAT FLORIDA LAW GOVERNS THE AGREEMENT AND THIS LAW MAY NOT PROVIDE YOU WITH THE SAME PROTECTIONS AND BENEFITS AS YOUR LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. 3. THE FRANCHISE AGREEMENT DOES NOT GRANT TO YOU THE RIGHT TO AN EXCLUSIVE TERRITORY FOR YOUR FRANCHISED BUSINESS. 4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our franchise. A franchise broker or referral source represents us, not you. We pay this person a fee for selling our franchise or referring you to us. You should be sure to do your own investigation of the franchise. The effective date of this Franchise Disclosure Document is listed on the next page. iii STATE EFFECTIVE DATES The following states require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin. This Franchise Disclosure Document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates: California May 8, 2014 Hawaii Illinois April 21, 2014 Indiana March 29, 2014 Maryland April 24, 2014 Michigan April 23, 2014 Minnesota March 28, 2014 New York April 18, 2014 North Dakota March 27, 2014 Rhode Island May 2, 2014 South Dakota March 29, 2014 Virginia May 27, 2014 Washington April 18, 2014 Wisconsin March 25, 2014 In all the other states, the effective date of this Franchise Disclosure Document is the issuance date of March 24, 2014. iv TABLE OF CONTENTS PAGE ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES .......................................................................................................... 1 ITEM 2. BUSINESS EXPERIENCE .................................................................................... 3 ITEM 3. LITIGATION .......................................................................................................... 4 ITEM 4. BANKRUPTCY ..................................................................................................... 4 ITEM 5. INITIAL FEES ........................................................................................................ 5 ITEM 6. OTHER FEES ......................................................................................................... 5 ITEM 7. ESTIMATED INITIAL INVESTMENT .............................................................. 13 ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ............... 15 ITEM 9. FRANCHISEE’S OBLIGATIONS ...................................................................... 21 ITEM 10. FINANCING......................................................................................................... 22 ITEM 11. FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING .................................................................................................. 23 ITEM 12. TERRITORY ........................................................................................................ 31 ITEM 13. TRADEMARKS ................................................................................................... 32 ITEM 14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ............... 33 ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISED BUSINESS ................................................................................. 34 ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ....................... 34 ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION...35 ITEM 18. ARRANGEMENTS WITH PUBLIC FIGURES ................................................. 43 ITEM 19. FINANCIAL PERFORMANCE REPRESENTATIONS .................................... 43 ITEM 20. OUTLETS AND FRANCHISEE INFORMATION ............................................ 44 ITEM 21. FINANCIAL STATEMENTS .............................................................................. 48 ITEM 22. CONTRACTS ....................................................................................................... 48 ITEM 23. RECEIPTS ......................................................................................... LAST PAGES v EXHIBIT A STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS EXHIBIT B FRANCHISE AGREEMENT AND RELATED MATERIALS EXHIBITS TO FRANCHISE AGREEMENT: 1. PRINCIPAL TRADEMARKS 2. GENERAL RELEASE 3. EFT AUTHORIZATION AND ABP AUTHORIZATION 4. SERVICE AGREEMENT 5. COLLATERAL ASSIGNMENT OF LEASE 6. CONFIDENTIALITY, NON-USE AND NON- COMPETITION AGREEMENT 7. CONFIDENTIALITY, NON-USE AND NON- COMPETITION AGREEMENT FORM 8. ASSIGNMENT OF TELEPHONE AND WEBSITE LISTINGS AND ADVERTISEMENTS 9. GUARANTEE 10. FRANCHISEE COMPLIANCE CERTIFICATE 11. STATE AMENDMENTS EXHIBIT C CONFIDENTIAL OPERATING MANUAL TABLE OF CONTENTS EXHIBIT D LIST OF FRANCHISEES EXHIBIT E FINANCIAL STATEMENTS EXHIBIT F STATE ADDENDA TO FRANCHISE DISCLOSURE DOCUMENT EXHIBIT G RECEIPTS vi ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES To simplify the language in this Franchise Disclosure Document, “we,” “us” or “our” means Blue-Grace Franchise LLC, the franchisor. “You” means the individual, corporation, limited liability company or partnership