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Agenda 10/10/2017 Item #16F17Proposed Agenda Changes Board of County Commissioners Meeting October 10, 2017 Withdraw Item 9B: ***This item has been continued from the September 26, 2017 BCC Meeting Agenda.*** This item requires that all participants be sworn in and ex parte disclosure be provided by Commission members. Recommendation to approve an amendment to Ordinance Number 2005 -63, as amended, the Cirrus Pointe RPUD, to reduce the minimum floor area for multi family dwelling units, and to approve a second amended and restated Affordable Housing Density Bonus Agreement to allow the Developer to have the option of constructing owner occupied units or rental units designated as Affordable Housing Units. The subject property, consisting of 9.92± acres, is located at the northe ast corner of Bayshore Drive and Thomasson Drive, in Section 14, Township 50 South, Range 25 East, Collier County, Florida. [PUDA- PL20170001626] (Petitioner’s request) Move Item 16A12 to Item 11J: Recommendation to approve a Capital Improvement Project of approximately $114,208, for the installation of two (2) Beach Tractor Shelters to be installed at the Tigertail Beach Park and the Vanderbilt Beach Parking Garage to facilitate adequate equipmen t protection and cleaning operations to prolong the operational life of beach cleaning equipment and make a finding that this item promotes tourism. (Commissioner Taylor’s request) Withdraw Item 16D3: Recommendation to approve a Community Development Blo ck Grant (CDBG) release of a 20-year lien for the associated Boys & Girls Club of Collier County land acquisition project consistent with CDBG requirements. (Staff’s request) Continue Item 16F15 to the October 24, 2017 BCC Meeting: Recommendation to renew and approve the annual Agreement between the Southwest Florida Economic Development Alliance, Inc. and Collier County in continued support of the established public-private partnership designed to advance the County’s economic development efforts. (Commissioner McDaniel’s request) Continue Item 16F16 to the October 24, 2017 BCC Meeting: Recommendation to renew and approve the annual Agreement between the Partnership for Collier’s Future Economy, Inc. (“Partnership”) and Collier County in continued support of the established public-private partnership designed to advance the County’s economic development efforts. (Commissioner McDaniel’s request) Continue Item 16F17 to the October 24, 2017 BCC Meeting: Recommendation to renew and approve the annual Agreement between Economic Incubators, Inc. and the Board of County Commissioners in continued support of the established public-private partnership designed to advance the County’s economic development efforts. (Commissioner McDaniel’s request) Move Item 16H2 to Item 10A: Recommendation to direct the County Attorney to advertise and bring back for a public hearing an ordinance reestablishing the Productivity Committee. (Commissioner Fiala’s request) 10/10/2017 EXECUTIVE SUMMARY Recommendation to renew and approve the annual Agreement between Economic Incubators, Inc. and the Board of County Commissioners in continued support of the established public- private partnership designed to advance the County’s economic development efforts. OBJECTIVE: That the Board of County Commissioners (Board) approve the Fiscal Year 2018 Agreement between Collier County, Florida and Economic Incubators, Inc. (“EII”). CONSIDERATIONS: On September 10, 2013, Agenda Item 11.C, the Board approved the Office of Business & Economic Development’s FY14 Business Plan including a goal of developing a Business Accelerator program. Policy direction from the November 26, 2013 and December 10, 2013 Board meetings culminated in the May 13, 2014 approval of the Collier County Innovation Accelerator Business Plan including authorizing its implementation. On November 18, 2014, Agenda Item 11.C, the Board approved the first agreement between the County and EII designating EII as the Administrative Entity for the Collier County Soft Landing Accelerator Development Strategy. This Agreement continues operational funding support for the established Naples Accelerator and adds the next phase of the Collier County Innovation Accelerator Business Plan which is the Florida Culinary Accelerator @ Immokalee. The Florida Culinary Accelerator @ Immokalee will offer an agribusiness focused culinary food accelerator equipped with commercial kitchen equipment, food product development and testing equipment. A highly valuable function of the Florida Culinary Accelerator @ Immokalee is the dedication of laboratory space for the University of Florida staffed and operated food science research, development and testing facility. FISCAL IMPACT: This Agreement provides County funding of up to Eight Hundred Thousand Dollars ($800,000) for reimbursement of personnel, minor capital and operating expenses for both facilities in FY 18. A previously Board approved office space rental agreement for the Naples Accelerator is included in the $800,000 budget appropriation. Sufficient budget is appropriated in Economic Development Fund (007) to support this agreement in furtherance of the Collier County Innovation Accelerator Business Plan. GROWTH MANAGEMENT IMPACT: This request is consistent with Objective 3 of the Economic Element of the Collier County Growth Management Plan which states: “Collier County will support programs which are designed to promote and encourage the recruitment of new industry as well as the expansion and retention of existing industries in order to diversify the County’s economic base.” LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: To approve the Fiscal Year 2018, Agreement between Economic Incubators, Inc. and the Board of County Commissioners. Prepared by: Jace Kentner, Director, Office of Business & Economic Development ATTACHMENT(S) 1. 2018 EII Agreement ver 5 (DOCX) 10/10/2017 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.17 Doc ID: 3880 Item Summary: Recommendation to renew and approve the annual Agreement between Economic Incubators, Inc. and the Board of County Commissioners in continued support of the established public-private partnership designed to advance the County’s economic development efforts. Meeting Date: 10/10/2017 Prepared by: Title: – Business and Economic Development Name: Danielle Jensen 10/04/2017 4:54 PM Submitted by: Title: Economic Research Analyst – Business and Economic Development Name: Jace Kentner 10/04/2017 4:54 PM Approved By: Review: Business and Economic Development MaryJo Brock Additional Reviewer Skipped 10/04/2017 4:35 PM County Attorney's Office MaryJo Brock Level 2 Attorney of Record Review Skipped 10/04/2017 4:56 PM Office of Management and Budget MaryJo Brock Level 3 OMB Gatekeeper Review Skipped 10/04/2017 4:54 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 10/04/2017 5:02 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 10/04/2017 5:10 PM Board of County Commissioners MaryJo Brock Meeting Pending 10/10/2017 9:00 AM 1 AGREEMENT BETWEEN COLLIER COUNTY, FLORIDA AND ECONOMIC INCUBATORS, INC. This AGREEMENT is made and entered into as of this 10th of October, 2017, by and between Collier County, a political subdivision of the State of Florida (the "COUNTY" or “Fiscal Agent”) and Economic Incubators, Inc. (“EII” or “Administrative Entity”), a Florida not-for-profit corporation. W I T N E S S E T H WHEREAS, on September 10, 2013, Agenda Item 11.C, the Board of County Commissioners (“BCC”) approved the Office of Business & Economic Development’s FY14 Business Plan including a goal of developing a Business Accelerator program. Policy direction from the November 26, 2013 and December 10, 2013 BCC meetings culminated in the May 13, 2014 approval of the Collier County Innovation Accelerator Business Plan including authorizing its implementation. WHEREAS, on November 18, 2014, Agenda Item 11.C, the BCC approved an agreement between COUNTY and EII, designating EII as the Administrative Entity for the Collier County soft landing and Immokalee culinary Accelerator development strategy identified in the Collier County Innovation Accelerator Business Plan (“Accelerator Project”), and maintained the successful public private partnership for fiscal years 2015, 2016, and 2017 (the “Agreement”); WHEREAS, the COUNTY recognizing advantages of having a not-for-profit entity to administer the Collier Soft Landing Accelerator Development Strategy including, but not limited to, the Naples Accelerator & Florida Culinary Accelerator @ Immokalee (hereinafter referred to as the “Project”) and the COUNTY finds it is in the best interest to engage EII as the Administrative Entity pursuant to the terms and conditions set forth below, as EII is an independent not-for-profit corporation; and WHEREAS, the COUNTY has determined that it is in the best interests of Collier County to continue to support the Accelerator Project efforts which support further the goals and objectives identified in the County’s Business and Economic Development Business Plan; WHEREAS, the parties wish to enter into this Agreement to continue the COUNTY’s continued support and funding of the Accelerator Project beginning October 1, 2017 thru September 30, 2018 for Fiscal year 2018; WHEREAS, the COUNTY enjoys broad Home Rule Powers, which include the authority to enter into agreements to enhance economic development within Collier County; and WHEREAS, Section 125.045, Florida Statutes (County economic development powers) provides, in part, as follows: “(1) The Legislature finds and declares that this state faces increasing competition from other states and other countries for the location and retention of private enterprises within its borders. Furthermore, the Legislature finds that there is a need 2 to enhance and expand economic activity in the counties of this state by attracting and retaining manufacturing development, business enterprise management, and other activities conducive to economic promotion, in order to provide a stronger, more balanced, and stable economy in the state; to enhance and preserve purchasing power and employment opportunities for the residents of this state; and to improve the welfare and competitive position of the state. The Legislature declares that it is necessary and in the public interest to facilitate the growth and creation of business enterprises in the counties of the state. (2) The governing body of a county may expend public funds to attract and retain business enterprises, and the use of public funds toward the achievement of such economic development goals constitutes a public purpose. The provisions of this chapter which confer powers and duties on the governing body of a county, including any powers not specifically prohibited by law which can be exercised by the governing body of a county, must be liberally construed in order to effectively carry out the purposes of this section. (3) For the purposes of this section, it constitutes a public purpose to expend public funds for economic development activities, including, but not limited to, developing or improving local infrastructure, issuing bonds to finance or refinance the cost of capital projects for industrial or manufacturing plants, leasing or conveying real property, and making grants to private enterprises for the expansion of businesses existing in the community or the attraction of new businesses to the community”; and WHEREAS, COUNTY has adopted a Accelerator Project with the specific purpose of diversifying the economy and enhancing the employment opportunities and careers of Collier County citizens. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, and other good and valuable consideration, the COUNTY and EII agree as follows. ARTICLE I SCOPE OF SERVICES AND ROLES AND RESPONSIBILITIES EII shall a d m i n is t er t h e Ac c e le r a t or P r o j ec t by performing the roles and responsibilities described in Exhibit “G” and providing the services and activities described in Exhibit "A", Scope of Services, both Exhibits A and G are attached hereto and by reference made a part hereof. The matrix in Exhibit A guides COUNTY staff’s ability to authorize payment for measurable services performed by the EII. Exhibit “G” which is incorporated herein by this reference defines the broader COUNTY economic development relationship with the EII, which will be reviewed and monitored by COUNTY staff. Exhibit H which is incorporated herein by this reference defines the roles and responsibilities of the Fiscal Agent. 3 ARTICLE II TERM OF AGREEMENT This Agreement shall be effective upon execution by both parties and shall cover services provided from October 1, 2017, until September 30, 2018, unless otherwise terminated in accordance with this Agreement or extended by mutual written Agreement of the parties. ARTICLE III CONSIDERATION AND LIMITATION For its performance of the Deliverables in Exhibit A of this Agreement, EII will receive funds from the COUNTY in the amount of Eight H undred Thousand Dollars ($800,000). ARTICLE IV PAYMENT AND REPORTING REQUIREMENTS It is intended that the “Personnel Costs”, as delineated on Exhibit B 1, are to be construed as broadly as possible to ensure maintenance of staffing requirements to include payment for leased employees and independent contractors, funding shall also include salaries, hourly wages, holiday pay, vacation and paid time off, dental, vision and health benefits, payroll taxes, cell phone services allowance, travel reimbursement, and service fees associated with third party payroll service providers and employment agencies shall be on a cost reimbursement methodology for actual eligible expenditures. Rent, as delineated on Exhibit B 1, for 3510 Kraft Road, Suite 200, Naples, FL 34105 shall be paid directly by County. Rent for 170 Airpark Boulevard, #103, Immokalee, Florida 34142 shall be paid by EII. Equipment and facility, as delineated on Exhibit B 1, may include but is not limited to culinary utensils, equipment, pots, pans, kitchen items, materials, office furniture, technology, labels and printers, lab equipment and items used in the laboratory, automated entry system, software, signage and facility improvements. Actual expenditures eligible as a basis for reimbursement can and shall include Personnel Costs for EII personnel performing services described in Exhibit “A ”, rent for 3510 Kraft Road, Suite 200, Naples, FL 34105, and equipment and facility expenses. EII shall be entitled to compensation upon BCC approval of the Agreement, distributed as requests for reimbursement are submitted for reimbursement of eligible expenses approved by the County and Clerk of Court, beginning October 1, 2017. All payment requests shall be submitted in accordance with COUNTY procedures and in a form acceptable to the COUNTY and EII as generally outlined in Exhibit "B", Method of Payment and Budget Detail for Services and Exhibit "C”, Program Performance Report, attached hereto and by reference made a part hereof. All payment requests by EII to the COUNTY shall be submitted with a completed Program Performance Report and Exhibit “D” Payment Record Chart in a form acceptable to the COUNTY and EII, as generally outlined and set forth in Exhibit "C" attached hereto and by reference made a part hereof. 4 Payments to EII will be made as soon as possible but , in all circumstances within f orty -f ive (45) days of requests, in compliance with the Florida Prompt Payment Act, therefore, in accordance with the procedures specified by Exhibit "B" Method of Payment and Budget Detail for Services. If the COUNTY determines, through its inspection or review that EII has performed, or is performing less than the total agreed upon services, then the COUNTY shall notify EII in writing specifying those services which it alleges have not been performed or fully performed and EII shall have thirty (30) days from receipt thereof to submit a then current Program Performance Report which shall address such allegations in detail and/or shall meet with the appropriate representatives of the COUNTY to discuss resolution thereof and cure or remedy any services not fully performed, and upon failure thereof, the COUNTY shall be entitled to reduce payment otherwise due for such services not fully performed on a pro-rata basis. EII shall submit its Program Performance Reports (Exhibit C) at least monthly and year-end analysis, and any other required reports shall be submitted before October 15, 2018, or earlier termination of this Agreement or as provided otherwise elsewhere in this Agreement or Exhibits. If EII fails to comply with the requirements of this Article, the COUNTY may refuse to honor or be liable for payment of any late request for payment. ARTICLE V MAINTENANCE OF RECORDS EII shall maintain such financial records and accounts, including invoices, purchase orders and backup materials or documents as are reasonably deemed necessary by the Parties to assure a proper accounting for all COUNTY funds for which the COUNTY is obligated to reimburse EII under the terms of this Agreement. The aforesaid records and accounts shall be made available for inspection purposes at reasonable times and upon reasonable notice during normal business hours and as often as the COUNTY may deem necessary to verify reimbursements and any other financial records or matters covered by this Agreement. At the COUNTY’s request a COUNTY representative may review the Business Income and Private Contributions records. EII shall also provide timely and reasonable access to EII's Executive Director at times convenient for the COUNTY for the purpose of questions or explanations related to such records and accounts. EII shall retain for such inspection all of its records and supporting documentation applicable to this Agreement for a period of five (5) State of Florida fiscal years from the date COUNTY’S Grant Agreement SL007, with the Florida Department of Economic Opportunity (“DEO”), audit report is issued or five (5) State of Florida fiscal years after all reporting requirements are satisfied between COUNTY and the DEO and final payments have been received, whichever is longer. In addition, if any litigation, claim, negotiation, audit, or other action involving the records has been started prior to expiration of the controlling records retention period as identified above, and the COUNTY has provided notice to the EII of such action, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the controlling period as identified above, whichever is longer. EII shall also: 1. Keep and maintain public records required by the public agency to perform the service. 5 2. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. Any exempt or confidential records withheld by EII in a reasonable attempt to comply with this provision, or excluded from any other section in this Agreement purporting to require disclosure of such records is not a breach of this agreement unless such actions are in direct contradiction to a written request from the COUNTY. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically, except those exempt from disclosure under the terms of the section 3 of this Article V must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 ARTICLE VI INDEMNIFICATION To the extent allowed by Florida law, EII shall indemnify, defend, and hold COUNTY harmless from all claims, suits, judgments, or damages to the extent the same arise from the negligence or intentional misconduct of EII in its activity as the Administrative Entity of the Project pursuant to this Agreement. EII's undertaking pursuant to this Article does not constitute the COUNTY’S consent or waiver of sovereign immunity nor consent to be sued by third parties. To the extent allowed by Florida law, COUNTY shall indemnify, defend, and hold EII harmless from all claims, suits, judgments, or damages to the extent the same arise from the 6 negligence or intentional misconduct of COUNTY in the performance as the Fiscal Agent, roles and responsibilities identified on Exhibit H which is attached hereto and incorporated by this reference, of the Project pursuant to this Agreement. COUNTY's undertaking pursuant to this Article does not constitute waiver of sovereign immunity nor consent to be sued by third parties. The Accelerator Project is an important catalyst for economic diversification, job creation and capital investment in COUNTY’s economic development ecosystem. However, the garnering and provision of resources to entrepreneurs creates risks for the Accelerator Project. The management of the Accelerator Project has been placed upon EII under this Agreement. EII’s management of Accelerator Project risks is an integral part of this Agreement. EII agrees to manage risks resulting from Accelerator Project operations thru oversight, by obtaining a liability insurance policy approved by COUNTY and utilizing participant forms approved by COUNTY which requires participants to assume the liability and risk related to their participation in the Accelerator Project’s facilities, equipment, resources and materials. EII shall require all participants of the Florida Culinary Accelerator @ Immokalee to operate in accordance with all state, local and federal statutes, regulations and food safety requirements. ARTICLE VII TERMINATION Termination at Will: This Agreement may be terminated at will by either party by giving a minimum of thirty (30) days’ prior written notice of such intent specifying the effective date thereof to the other party. Termination for Default: Each of the parties hereto shall give the other party written notice of default hereunder and shall allow the defaulting party not less than five (5) days from the date of receipt of such default notice to cure said default or the minimum amount of time as provided elsewhere in this Agreement, whichever is longer. In the event the defaulting party fails to timely cure the default, the non-defaulting party may terminate this Agreement by written notice to the defaulting party. Upon termination all nonexpendable property, purchased under this Agreement using Project Funds, shall be returned to COUNTY. The aforesaid termination notices, as well as all other notices required herein, shall be considered received by EII and the COUNTY if sent by certified mail, return receipt requested, or by overnight personal delivery service requiring a signature for delivery, and addressed as provided for in Article XXVIII of this Agreement. ARTICLE VIII EQUAL OPPORTUNITY CLAUSE EII agrees to abide by the provisions contained in Collier County CMA #5383 , as amended. ARTICLE IX STATEMENT OF ASSURANCE 7 During the performance of this Agreement, EII assures the COUNTY that EII is in compliance with Title VII of the 1964 Civil Rights Act, as amended, the Florida Civil Rights Act of 1992, as amended, and the Collier County Human Rights Ordinance (Ordinance No. 00-37), in that EII does not, on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against EII' s employees or applicants for employment. Further, EII assures the COUNTY of EIIs compliance with the Americans with Disabilities Act of 1990, as amended, as applicable. EII understands and agrees that this Agreement is conditioned upon the veracity of such statements of assurance. Furthermore, EII assures the COUNTY that it will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This statement of assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability. ARTICLE X INSURANCE EII shall, procure and maintain throughout the period of this Agreement on behalf of itself and COUNTY, a policy of insurance which shall be approved by COUNTY and consistent with Exhibit “E”. County Manager is authorized to alter or waive the insurance requirements as needed. All insurance shall be obtained from responsible companies duly authorized to do business in the State of Florida. All liability policies shall provide that COUNTY is an additional insured party as to the action of EII, its employees, agents, assigns, and subcontractors, performing or providing materials and/or services to EII during the Term of this Agreement and also shall contain a Severability of Interest provision. Every insurance policy must provide for up to thirty (30) days prior written notice to COUNTY of any cancellation, intent not to renew, or reduction in the policy coverage. EII shall provide COUNTY a Certificate of Insurance documenting such coverage within thirty (30) days of execution of the Agreement by COUNTY. ARTICLE XI CONFLICT OF INTEREST EII represents that it presently has no interest, and shall acquire no such interest: financial or otherwise, direct or indirect, nor engage in any business transaction or professional activity; or incur any obligation of any nature which would conflict in any manner with the performance of service required hereunder. ARTICLE XII DRUG FREE WORKPLACE EII shall administer, in good faith, a policy designed to ensure that EII's employees, agents and subcontractors are free from the illegal use , possession, or distribution of drugs or alcohol. ARTICLE XIII GOVERNING LAW; VENUE 8 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, or the laws, rules, and regulations of the United States if EII is providing services funded by the United States Government. Venue shall be in Collier County, Florida, or in the event such claim is a federal cause of action, in the Federal District Court for the Middle District of Florida, Fort Myers Division ARTICLE XIV COMPLIANCE EII shall comply with the requirements of all federal, state, and local laws, rules, codes, ordinances and regulations pertaining to this Agreement. ARTICLE XV ASSIGNMENT Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. ARTICLE XVI HEADINGS Article headings have been included in this Agreement solely for the purpose of convenience and shall not affect the interpretation of any of the terms of this Agreement. ARTICLE XVII WAIVER A waiver of any performance or default by either party shall not be construed to be a continuing waiver of other defaults or non-performance of the same provision or operate as a waiver of any subsequent default or non-performance of any of the same terms, covenants, and conditions of this Agreement. The payment or acceptance of funds for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. ARTICLE XVIII ADDITIONAL RIGHTS AND REMEDIES Nothing contained herein shall be construed as a limitation on such other rights and remedies available to the parties at law, or in equity, which may now or in the future be applicable. . ARTICLE XIX ORDER OF PRECEDENCE In the event of any conflict between the provisions of the Articles of this Agreement and the exhibits hereto, the contents of the Articles of this Agreement shall control over the contents of the exhibits. ARTICLE XX 9 SEVERABILITY In the event any section, sentence, clause, or provision of this Agreement is held to be invalid or illegal, the remainder of the Agreement shall not be affected by such invalidity or illegality and shall remain in full force and effect. ARTICLE XXI PROJECT PUBLICITY Any news release pertaining to the services performed by EII pursuant to this Agreement must recognize the contribution of the BCC as a funding source. EII being a not-for-profit corporation receiving public funding or non-monetary contributions through the COUNTY shall recognize the COUNTY for its contribution in all promotional materials and at any event or workshop for which COUNTY funds are allocated. In written materials, the reference to the COUNTY must appear in the same size letters and font type as the name of any other funding sources. In addition, any development project announcement, ceremonial business opening, or publicity event resulting from efforts of EII, and particularly those projects induced with COUNTY funded financial incentives or other contributions, will be planned in cooperation with the COUNTY's Office of Business and Economic Development and Communications Departments for purposes of coordinating COUNTY's official COUNTY protocol and public recognition. Prior notification to the two Departments for such events will be no less than 15 working days whenever possible or practicable, and potential prospects will be made aware of the COUNTY's publicity protocol before final inducement with any incentive packages or contributions. ARTICLE XXII SURVIVABILITY Any term, condition, covenant or obligation which requires performance by either party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such termination. ARTICLE XXIII THIRD PARTY BENEFICIARIES This Agreement is for the benefit of the COUNTY and EII. No third party is an intended beneficiary so as to entitle that person to sue for an alleged breach of this Agreement. ARTICLE XXIV POLITICAL ACTION EII shall not engage, participate or intervene in any form of political campaign on behalf of, or in opposition to, any candidate for political office. ARTICLE XXV MERGER; MODIFICATIONS 10 This writing embodies the entire agreement and understanding between the parties hereto and there are no other agreements and/or understandings, oral or written, with respect to the subject matter hereof, that are not merged herein and superseded hereby. This Agreement may not be modified, amended, extended, or canceled, verbally or by conduct of the parties, but only by a written instrument executed by the COUNTY and EII. Similarly, no contract which purports to affect the terms of this Agreement shall be valid as it affects this Agreement, unless in writing and executed by the COUNTY and E II. ARTICLE XXVI NOTICES All notices required or permitted to be given by a party under this Agreement shall be in writing and sent to the other party by certified mail, return receipt requested, or by overnight personal delivery service requiring a signature for delivery, and shall be addressed as follows: If to the COUNTY: Collier County Leo Ochs, County Manager Collier County 3299 Tamiami Trail East, Ste. 201 Naples, FL 34104 If to EII: Marshall Goodman, Executive Director 3510 Kraft Road, Suite 200 Naples, FL 34105 With a copy, not itself notice, to: P. Christopher Wegner Wegner Law PLLC 3510 Kraft Road, Suite 200 Naples, FL 34105 ARTICLE XXVII BUSINESS INCOME The Accelerator Project is expected to generate Business Income, which includes but, is not limited to income from service fees, rental fees, usage fees and other miscellaneous revenue generated from the Accelerator Project’s operations. Private contributions (in-kind, cash, services, etc.) will be excluded from Business Income. Private contributions revenue may be expended by EII for purposes determined by EII without Board of County Commissioner approval. Private contributions and matching expenses must be maintained separate from the Business Income records and may be reviewed by the County Manager or his designee upon request. This information is considered confidential and will not become a part of the public records documentation or County funded records. Business income will be managed, collected, recorded, reported, and retained by EII within the Accelerator Project. Business income is considered unrestricted funds and will be used for program cash flow or allowable program costs. The use of Business income will require a 11 revenue reuse plan(s) which shall be reviewed quarterly and approved by the Executive Committee of EII’s Board of Directors and will be approved by the County Manager or his designee. At the termination of this Agreement, any unspent Business Income and Private contributions will be returned to the County or the successor of EII. The establishment of self-sustaining organization is paramount to the relationship created in this Agreement. During the term of this Agreement it is the intent of the parties that COUNTY funding be used primarily for all expenditures reimbursable under the COUNTY’s reimbursement policies, whereas Business Income may be used or held in reserve until such time it is required or carried forward to the Project’s next fiscal year. EII’s establishment of a Reserve Fund to meet its future cash flow and capital requirements is authorized. EII’s Executive Committee of its Board of Directors shall approve quarterly reports accounting for Business Income and private contributions or in-kind private contribution and the minutes of this approval will be provided to the County Manager or his designee. The monthly report on Business Income and private contributions or in-kind private contribution shall detail EII’s progress toward the budgeted amount identified on Exhibit B1. Fiscal Agent is authorized to seek BCC approval of an adjusted budget, revenue and expense, in response to revenue shortfalls which is seventy percent of the quarterly targeted revenue budget calculated by dividing the Business Income and the private contributions budget delineated in Exhibit B1 by 4 (fiscal year quarters). The USDA Rural Business Development Grant (“RBDG”) which purchased equipment at the Florida Culinary Accelerator @ Immokalee requires that a percentage of business income generated from grant funded equipment be used to create an equipment maintenance fund. EII agrees to account for and segregate the percentage allocated from business income for the equipment maintenance fund and to submit these funds to the COUNTY quarterly. ARTICLE XXVIII SUBCONTRACTS EII shall be responsible for all work performed and all expenses incurred for the Project subject to reimbursement. (a) EII may, as appropriate and in compliance with applicable laws, subcontract the delivery of the services for the Project, provided however, that EII will be solely liable to the subcontractor for all expenses and liabilities incurred during the contract subject to appropriate reimbursement pursuant to this Agreement. (b) Any and all subcontracts EII executes for the Project shall include provisions whereby EII and the subcontractor agree to abide by all local, state and federal laws and indemnify and hold harmless COUNTY. 12 ARTICLE XXIX BUDGET MODIFICATION Modifications to the “Budget and Scope” may only be made if approved in advance. For purposes of EII’s operations as Administrative Entity, budgeted funds shifts by EII between budget category may be up to 20% and shall not signify or be construed as a change in scope if advance approval is obtained in writing by the County Manager or his designee. Individual Budget Category cumulative changes exceeding 20% will require an Agreement amendment approved by the Board of County Commissioners. Article XXX PROCUREMENT POLICY EII shall provide COUNTY with its approved procurement policy, which EII will maintain in compliance with its grantor agencies. Article XXXI FUNDRAISING PLAN EII shall provide COUNTY with its current fundraising plan which contemplates achievement of the budgeted annual private contributions delineated on Exhibit B 1. IN WITNESS WHEREOF, this Agreement was dated on the day and year first written above. ATTEST: DWIGHT E. BROCK, CLERK By:___________________________ , DEPUTY CLERK BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: _________________________________ Penny Taylor, Chairman ATTEST: By:___________________________ ECONOMIC INCUBATORS, INC. By: _________________________________ Approved as to form and legality _________________________________ Jennifer A. Belpedio, Assistant County Attorney A1 EXHIBIT A SCOPE OF SERVICE ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee OBJECTIVE: Project Administration Performance Criteria EII shall only provide the supporting documentation identified herein below to substantiate the following activities/accomplishments for reimbursement: Deliverable 1: Maintain Project, staff of up to 6 full time equivalents. Progress and completion of this deliverable will be as evidenced by providing COUNTY payroll reports and bank transaction reports. Deliverable 2: Administer Project as evidenced by generating and providing COUNTY with a cover letter prepared monthly by EII’s CPA identifying overall positive and negative conditions. EII’s CPA will also provide monthly financial statements including monthly and year to date Statement of Activity, monthly Statement of Financial Position, General Ledger (“GL”), Statement of Cash Flows, aging reports for Accounts Receivable (“AR”) and Accounts Payable (“AP”). Deliverable 3: Facilitate creation of sustainable jobs thru over sight, management and program implementation. EII staff shall perform quarterly reviews of Accelerator Project participant job creation and capital investment plans as evidenced by submission of a summary report approved by the County Manager or his designee. EII will facilitate 2 public meetings per month as evidenced by an email invitation, printed material, or sign-up sheet, and that may include but not be limited to: quarterly providing a creditable speaker on a business topic to educate the entrepreneur community, a “shark-tank” pitch style regional competition, a lunch and learn series featuring local innovation companies and technologies, and a learning from Collier’s Fortune 500 CEO’s series; EII will recruit local and international companies to participate in the Accelerator Project as evidenced by submission of a summary report. EII will maintain local, regional, and international collaborations as evidenced by agreements, email invitation, printed material, or registration information. B1 EXHIBIT B METHOD OF PAYMENT ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee RELEASE OF FUNDS SHALL BE IN ACCORDANCE WITH THE APPROVED BUDGET AN D WILL BE MADE UPON RECEIPT OF THE COMPLETED REQUEST FOR PAYMENT FORM. NO MODIFICATIONS WITHIN BUDGET CATEGORIES SHALL BE FUNDED UNLESS PRIOR WRITTEN APPROVAL HAS BEEN GRANTED BY THE COUNTY MANAGE R, OR DESIGNEE, WHICH APPROVAL SHALL BE CONSISTENT WITH THE TERMS OF THE BUDGET AND THIS AGREEMENT AND NOT UNREASONABLY WITHHELD. THE COUNTY'S FISCAL YEAR COMMENCES ON OCTOBER 1st AND ENDS ON SEPTEMBER 30th OF THE FOLLOWING CALENDAR YEAR. REQUEST FOR PAYMENT FOR SERVICES DELIVERED S HOULD BE M ADE MONTHLY AND THE F INAL REQUES T FOR PAYMENT MUST BE RECEIVED NO LATER THAN O C T O B E R 1 5 OF EACH YEAR TO ALLOW CLOSEOUT OF THE COUNTY'S FISCAL YEAR. B2 BUDGET DETAIL FOR SERVICES ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee EXHIBIT B 1 Budget Category Uses Notes Project Budget of County funding FY 2018 Personnel Costs 572,107 Rent (3510 Kraft Road, Suite 200, Naples, FL 34105) 197,893 Equipment & Facility 30,000 Total County Funding 800,000 Funding source Funding generated by EII’s Project administration Business Income 200,000 Private Contributions 80,000 280,000 EXHIBIT C PROGRAM PERFORMANCE REPORT ORGANIZATION: Economic Incubators, Inc. PROJECT: Naples Accelerator & Florida Culinary Accelerator @ Immokalee REPORT PERIOD THROUGH I. ACCOMPLISHMENTS: Deliverables and Supporting Documentation Deliverable 1: Maintain Project, staff of up to 6 full time equivalents. Progress and completion of this deliverable will be as evidenced by providing COUNTY payroll reports and bank transaction reports. Deliverable 2: Administer Project as evidenced by generating and providing COUNTY with a cover letter prepared monthly by EII’s CPA identifying overall positive and negative conditions. EII’s CPA will also provide monthly financial statements including monthly and year to date Statement of Activity, monthly Statement of Financial Position, General Ledger (“GL”), Statement of Cash Flows, aging reports for Accounts Receivable (“AR”) and Accounts Payable (“AP”). Deliverable 3: Facilitate creation of sustainable jobs thru over sight, management and program implementation. EII staff shall perform quarterly reviews of Accelerator Project participant job creation and capital investment plans as evidenced by submission of a summary report approved by the County Manager or his designee. EII will facilitate 2 public meetings per month as evidenced by an email invitation, printed material, or sign-up sheet, and that may include but not be limited to: quarterly providing a creditable speaker on a business topic to educate the entrepreneur community, a “shark-tank” pitch style regional competition, a lunch and learn series featuring local innovation companies and technologies, and a learning from Collier’s Fortune 500 CEO’s series; EII will recruit local and international companies to participate in the Accelerator Project as evidenced by submission of a summary report. EII will maintain local, regional, and international collaborations as evidenced by agreements, email invitation, printed material, or registration information. Additional submissions of the Program Performance Report may be made to support additional requests for reimbursement as needed to support the programmatic and budgetary requirements of the Project. II. PROBLEMS: EXHIBIT D (Sample) PAYMENT RECORD CHART FOR EII AGREEMENT Budget Categories Approved Budget Current Request Amounts Requested but not reimbursed Reimbursement Submission Date Date reimbursement received Remaining Balance 1 EXHIBIT E INSURANCE REQUIREMENTS EII’s Liability Insurance: EII shall procure and maintain in force such insurance as will protect it from claims under Workers’ Compensation laws, disability benefit laws, or other similar employee benefit laws from claims for damages because of bodily injury, occupational sickness or disease, or death of its employees including claims insured by usual personal injury liability coverage; from claims for damages because of bodily injury, sickness or disease, or death of any person other than its employees including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use resulting there from, any or all of which may arise out of or result from EII’s operations under the Agreement, whether such operations be by EII or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified in the Agreement or required by law, whichever is greater, and shall include contractual liability insurance. EII will file with COUNTY a certificate of such insurance, acceptable to COUNTY. These certificates shall contain a provision for cancellation as found in paragraph 5 of Section B immediately below. Insurance Required: A. General EII shall procure and maintain insurance of the types and to the limits specified in paragraphs B(1) through (4) below. All policies of insurance under this Agreement shall include as additional insured COUNTY and its officers and employees. EII’s coverage shall be primary to the County’s policy. All policies shall provide for separation of insured's interests such that the insurance afforded applies separately to each insured against whom a claim is made or a suit is brought. B. Coverage EII shall procure and maintain in force during the life of this Agreement the following types of insurance coverages written on standard forms and placed with insurance carriers approved by the Insurance Department of the State of Florida. The amounts and type of insurance shall conform to the following requirements: 1. Workers’ Compensation - EII shall procure and shall maintain during the life of this Agreement, the appropriate types of Workers’ Compensation Insurance for all of its employees to be engaged in work under this Agreement in accordance with Section 440, Florida Statutes. In case any class of employee engaged in hazardous work under this Agreement is not protected under the Workers’ Compensation statute, EII shall provide employer's liability insurance for all said employees. 2 EXHIBIT E (CONTINUED) . Employer's Liability Limit each accident Not Applicable (N/A) Limit disease aggregate N/A Limit disease each employee N/A 2. Commercial General Liability - Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy filed by the Insurance Service office with limits of not less than those listed below and must include: General Aggregate/Bodily Injury/Property Damage $1,000,000 Products & completed operations N/A Personal & advertising injury N/A Each occurrence 1,000,000 Fire damage (any one fire) N/A 3. Business Automobile Liability - If EII owns an automobile coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy filed by the Insurance Service office with limits not less than those listed below and must include: Business Auto, Hired and non-owned vehicles $500,000. 4. Professional Liability: $ _ N/A per claim 5. Certificate of Insurance and Copies of Policies - Certificates of Insurance will be furnished by EII evidencing the insurance coverage specified in the previous paragraphs B(1) through (4) inclusive, and on request of COUNTY certified copies of the policies required shall be filed with the Insurance Claims and Management Department of COUNTY. The required Certificates of Insurance not only shall list additional insured described above, for the operations of EII under this Agreement (excluding the workers’ compensation and professional liability policies) but shall name the types of policies provided and shall refer specifically to this Agreement. If the initial insurance expires prior to the expiration of this Agreement, renewal Certificates of Insurance shall be furnished thirty (30) days prior to the date of their expiration. Cancellation - Should any of the above described policies be canceled or non-renewed before the stated expiration date thereof, insurer will not cancel same until up to thirty (30) days prior written notice has been given to the below named certificate holder. This prior notice provision is a part of each of the above described policies. EXHIBIT F COLLIER COUNTY CMA #5383 EQUAL EMPLOYMENT OPPORTUNITY (EEO) [Effective Date: March 17, 1999 (Revised: October 1, 2001; Revised: October 1, 2003; Revised: May 1, 2009)] § 5383-1. Purpose. The purpose of this Instruction is to provide for the implementation of an equal employment opportunity (EEO) procedure authorized by the County Manager. § 5383-2. Concept. It is the practice of the County to ensure that all Human Resources procedures are in compliance with state and federal law. The County prohibits discrimination as defined by state and federal law. A. All Human Resources practices, including compensation, benefits, discipline, safety, as well as social and recreational activities will be administered and conducted in compliance with state and federal law. B. Recruitment, selection, placement, promotion, transfer, training, reduction in force and layoff decisions will be based on factors including the candidate's/employee's job-related qualifications and abilities. Seniority may be considered as a factor given other factors are equal. C. An outreach program may be utilized to recruit, hire and ensure advancement of qualified minority group members, women, disabled individuals and veterans. D. Collier County government will take necessary steps to ensure that the work environment is free of unlawful discrimination or harassment. E. The County will continue to review its Human Resources procedures to ensure that its supervisors and managers adhere to its commitment to equal employment opportunity (EEO) principles. F. Employees who have EEO-related questions, comments or complaints are encouraged to discuss them with their Supervisor. If they are unable to resolve the situation through their Supervisor, they may discuss it with their Department Director, Division Administrator or a representative from the Human Resources Department. The employee may also utilize the Commitment to Fair Treatment Procedure. § 5383-3. Currency. The Human Resources Department is responsible for maintaining the currency of this Instruction. § 5383-4. Reference. Collier County Personnel Ordinance, Ordinance No. 2001-50: Equal Employment Opportunity: It is the policy of Collier County to ensure that all Human Resources policies and practices are administered without regard to race, color, religion, sex, age, national origin, physical or mental handicap, or marital status. EXHIBIT G ROLE AND RESPONSIBILITIES OF ADMINISTRATIVE ENTITY The following are delineated for purposes of aligning the respective roles and responsibilities of the parties. Under no circumstances will these items be considered part of the Scope of Services or Deliverables as prerequisites for reimbursement: EII shall achieve and maintain tax-exempt status as a Florida not-for-profit and IRS 501(c)(3). EII will maintain good standing with the Florida Secretary of State and corporate formalities under Florida law. EII will strive to achieve the core objectives and to support the goals and objectives identified in the BCC adopted Business Plan for Collier County Innovation Accelerators. The Board of Directors of EII (serving as the Administrative Entity) shall exercise executive oversight over the Project Executive Director. EII, as the Administrative Entity, would provide all required administrative support and management functions collaboratively with the Executive Director, who would generally be responsible for: managing operations; implementation of the Business Plan; providing Project services; and maintaining compliance with grant requirements. EII shall account for the business income from the Florida Culinary Accelerator @ Immokalee. Equipment for the Florida Culinary Accelerator @ Immokalee was funded by a USDA grant. EII will retain a percentage of business income generated from the Florida Culinary Accelerator @ Immokalee and proceeds shall be remitted to Fiscal Agent quarterly consistent with the USDA grant requirements. The assets purchased by the USDA grant shall be used for the RBDG’s stated purposes only. EII shall require attestations and supporting documentation of job creation and investment by participants. The COUNTY will provide the form of attestation and list of acceptable supporting documentation. Accelerator participants (“participants”) providing attestations and supporting documentation will be a prerequisite for participating in the Accelerator Project. EII shall have the following responsibilities related to attestations and supporting documentation: 1) insure that participant’s agreements clearly articulate the participants duties to provide job creation and investment data, attestations, and supporting documents; 2) in coordination with COUNTY meet quarterly with participants to gather job creation and investment data, attestations, and supporting documentation; 3) timely submit a quarterly report, attestations, and supporting documentation on a form provided by COUNTY (attestation sample attached). As requested by the County Manager or his designee EII’s CPA shall provide a quarterly report of actual to budget which, identifies budget variances exceeding 10% and contributing factors. EXHIBIT H ROLE AND RESPONSIBILITIES OF THE FISCAL AGENT COUNTY, as a public entity, has responsibilities for funds received by it from State or Federal sources and for funds dedicated by COUNTY for economic development. The Fiscal Agent shall provide the oversight and policy direction for the Project. The Fiscal Agent shall have final oversight and approval of the Project budget wherein budgetary advice was provided by Administrative Entity based on the Executive Director’s proposed budget. In the event that Administrative Entity commits resources or enters into a contract and Administrative Entity’s proposed budget or the approved budget has that line item removed or reduced then Fiscal Agent shall give at least thirty (30) days written notice of said action to prevent a negative fiscal event for the Administrative Entity. Should a negative fiscal event be created by a line item removal or reduction in the budget the Fiscal Agent agrees to be responsible for the negative fiscal impact or reimburse Administrative Agent for the negative fiscal event. The Fiscal Agent shall propound the audit requirements for the Agreement. STATE OF FLORIDA COUNTY OF COLLIER ATTESTATION (SAMPLE) Accelerator Participant Name (full registered business name): I, the undersigned, being first duly sworn, do hereby state that the following facts are true: 1. I am over the age of 18. 2. I have personal knowledge of the facts herein. 3. Capital Expenditures. To the best of my knowledge, information and belief, my business has had $______ in capital expenditures for the period of October 1, 2017 to September 30, 2018. This amount is represented on the documents listed below, which I have attached. A purchase qualifies as a capital expenditure if it has all of the following: a) the Participant/Accelerator Affiliate Entity owns or controls the asset, which has a measurable future economic value; b) has an estimated useful life of greater than a minimum of 12 months; c) the item is not used for resale directly to Participant/Accelerator Affiliated Entity’s customers; and d) the item is not purchased for inventory to be used in production of the Participant/Accelerator Affiliated Entity’s products. This amount is represented on the attached IRS Form 4562 and balance sheet. IRS Form 4562 and balance sheet 4. Venture Investment. To the best of my knowledge, information and belief, my business has had venture investment in the amount of $ for the period of October 1, 2017, to September 30, 2018. This amount is represented on the documents listed below, which I have attached: Subscription agreements that represent venture investment. Provide the cover page, showing amounts and parties of an agreement, with the signature page (other pages are not necessary); and Canceled checks or proof of wire transfer for funds received (account numbers redacted/blacked out); and Bank account statements (account numbers redacted/blacked out). 6. Jobs. To the best of my knowledge, information and belief, my business created or maintained ______ Florida- based job(s), including my own, at ANY time during the period of October 1, 2017, to September 30, 2018. I have attached a list of individuals and their dates of service/work. These jobs and job-year equivalents can be identified on the attached: FL UCT 6 Form (redact Social Security numbers and amounts, but NOT the EIN of the employer or employer’s name); or Form 1099, Miscellaneous Income & Independent Contractors, if you use independent contractors (redact Social Security numbers and amounts, but NOT the EIN of the employer or employer’s name); or Schedule K-1, Partner’s Share of Income, Deductions, Credits, etc., (redact Social Security numbers and amounts, but NOT the EIN of the employer or employer’s name). Joint-Venture agreements that identify Florida-based jobs arising from joint-venture partners (only enough of the agreement needs to be provided to identify parties and the number of jobs). 7. Foreign-Direct Investment. To the best of my knowledge, information and belief, my business took advantage of instances of foreign-direct investment totaling $ from October 1, 2017, to September 30, 2018. Please provide documents to substantiate this. 8. Export Opportunities. To the best of my knowledge, information and belief, my business took advantage of ___ export opportunities totaling $ for the period of October 1, 2017, to September 30, 2018. Please provide documents to substantiate this. The undersigned certifies the information provided in this attestation are true to the best of my knowledge. Dated: Company principal Sworn to or affirmed and signed before me on , 2017, by , who is known to me or produced a Florida Driver’s License as identification. Notary Public Printed Name: My Commission Expires: ____________________ Commission #_________ I, Marshall Goodman, certify the information provided herein involving job creation to the best of my knowledge. Date: Sworn to or affirmed and signed before me on , 2017, by Marshall Goodman, who is known to me or produced a Florida Driver’s License as identification. Notary Public Printed Name: My Commission Expires: ____________________ Commission #_________